09-06-2005
Ci(y r'..nrnrn;_mn
Susan Gottlieb, Mayor
A~e City of
~ventura
Q
Eric M. Soroka, ICMA.CM
City M.n._r
Zev Auerbach
Bob Diamond
Billy Joel
Harry Holzherg
Michael Stern
Luz Urbaez Weinberg
Citv Cl'c:'*
Teresa :M. Soroka, MMC
Cify Attornev
Weiss Serota Helfman
Pastoriza Cole & Boniske
AGENDA
SEPTEMBER 6, 2005 6 PM
Government Center
19200 West Country Club Drive
Aventura, Florida 33180
1. CALL TO ORDER\ROLL CALL
2. PLEDGE OF ALLEGIANCE
3. AGENDA: Request for Deletions/Emergency Additions
4. SPECIAL PRESENTATIONS: Certificates of Appreciation to sponsors of ACES
Smart Boards
5. CONSENT AGENDA: Matters included under the Consent Agenda are self-explanatory and arc not
expected to require discussion or review. Items will be enacted by one motion. If discussion is desired by any
member of the Commission, that item must be removed from the Consent Agenda and considered separately.
A. APPROVAL OF MINUTES:
July 6, 2005 Commission Meeting
July 21,2005 Commission Meeting
July 21,2005 Workshop Meeting
July 26, 2005 Commission Meeting
B. A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF AVENTURA, FLORIDA, ESTABLISHING A RANKING OF
FIRMS TO PERFORM AUDITING SERVICES; AUTHORIZING
THE CITY MANAGER OF THE CITY OF A VENTURA,
FLORIDA, ON BEHALF OF SAID CITY, TO NEGOTIATE FOR
SAID SERVICES; AUTHORIZING THE CITY MANAGER TO
DO ALL THINGS NECESSARY TO CARRY OUT THE AIMS OF
THIS RESOLUTION; AND PROVIDING AN EFFECTIVE DATE.
C. A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF AVENTURA, FLORIDA, APPROVING THAT CERTAIN
"AGREEMENT CONCERNING COMMERCIAL ADVERTISING
SIGN, CHARTER SCHOOL REVENUE", BETWEEN THE CITY
OF A VENTURA AND CLEAR CHANNEL OUTDOOR, INC.,
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CONCERNING PROCESSING OF APPLICATION FOR
AMENDMENT OF CONDITION APPLICABLE TO
PREVIOUSLY APPROVED BILLBOARD; PROVIDING FOR A
PORTION OF COMMERCIAL ADVERTISING REVENUE TO
BE UTILIZED FOR CITY OF A VENTURA CHARTER SCHOOL
PROGRAM, IN THE EVENT THAT MODIFICATION OF
CONDITION IS AUTHORIZED BY THE CITY COMMISSION;
PROVIDING FOR IMPLEMENTATION; PROVIDING FOR
EFFECTIVE DATE.
D. A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF A VENTURA, FLORIDA, AUTHORIZING THE CITY
MANAGER ON BEHALF OF THE CITY TO EXECUTE AND
OTHERWISE ENTER INTO THE ATTACHED MUTUAL AID
AGREEMENT BETWEEN THE CITY OF A VENTURA AND
THE CITY OF FLORIDA CITY FOR LAW ENFORCEMENT
ACTIVITIES; AUTHORIZING THE CITY MANAGER TO DO
ALL THINGS NECESSARY TO CARRY OUT THE AIMS OF
THIS RESOLUTION; AND PROVIDING FOR AN EFFECTIVE
DATE.
E. A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF A VENTURA, FLORIDA, AUTHORIZING THE CITY
MANAGER ON BEHALF OF THE CITY TO EXECUTE AND
OTHERWISE ENTER INTO THE ATTACHED MUTUAL AID
AGREEMENT BETWEEN THE CITY OF A VENTURA AND
THE VILLAGE OF BAL HARBOUR FOR LAW
ENFORCEMENT ACTIVITIES; AUTHORIZING THE CITY
MANAGER TO DO ALL THINGS NECESSARY TO CARRY
OUT THE AIMS OF THIS RESOLUTION; AND PROVIDING
FOR AN EFFECTIVE DATE.
F. A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF A VENTURA, FLORIDA, AUTHORIZING THE CITY
MANAGER ON BEHALF OF THE CITY TO EXECUTE AND
OTHERWISE ENTER INTO THE ATTACHED MUTUAL AID
AGREEMENT BETWEEN THE CITY OF A VENTURA AND
THE CITY OF SUNNY ISLES BEACH FOR LAW
ENFORCEMENT ACTIVITIES; AUTHORIZING THE CITY
MANAGER TO DO ALL THINGS NECESSARY TO CARRY
OUT THE AIMS OF THIS RESOLUTION; AND PROVIDING
FOR AN EFFECTIVE DATE.
G. A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF A VENTURA, FLORIDA, AUTHORIZING THE CITY
MANAGER ON BEHALF OF THE CITY TO EXECUTE AND
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OTHERWISE ENTER INTO THE ATTACHED MUTUAL AID
AGREEMENT BETWEEN THE CITY OF A VENTURA AND
THE CITY OF NORTH MIAMI FOR LAW ENFORCEMENT
ACTIVITIES; AUTHORIZING THE CITY MANAGER TO DO
ALL THINGS NECESSARY TO CARRY OUT THE AIMS OF
THIS RESOLUTION; AND PROVIDING FOR AN EFFECTIVE
DATE.
H. A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF A VENTURA, FLORIDA, AUTHORIZING THE CITY
MANAGER TO EXECUTE THE ATTACHED WORK
AUTHORIZATION NO. 01-0103-056 FOR PROFESSIONAL
DESIGN SERVICES FOR THE MIAMI GARDENS DRIVE
EXTENSION PROJECT BY AND BETWEEN THE CITY OF
AVENTURA AND CRAVEN THOMPSON AND ASSOCIATES,
INC.; AND PROVIDING AN EFFECTIVE DATE.
I. A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF A VENTURA, FLORIDA AWARDING AND LETTING A
BID/CONTRACT FOR BID NO. 05-07-27-2, CUSTODIAL
SERVICES FOR CITY FACILITIES TO KELLY JANITORIAL
SYSTEMS, INC. AT THE ANNUAL BID PRICE OF $166,654.32;
AUTHORIZING THE CITY MANAGER TO EXECUTE
ASSOCIATED CONTRACTS; AUTHORIZING THE CITY
MANAGER TO TAKE NECESSARY AND EXPEDIENT ACTION
TO CARRY OUT THE AIMS OF THIS RESOLUTION;
PROVIDING FOR THE APPROPRIATION AND ALLOCATION
OF FUNDS FOR SAID BID AWARD; AND PROVIDING FOR AN
EFFECTIVE DATE.
J. A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF A VENTURA, FLORIDA DECLARING CERTAIN
PROPERTY LISTED UNDER THE ASSETS OF THE CITY AS
SURPLUS TO THE NEEDS OF THE CITY; DESCRIBING THE
MANNER OF DISPOSAL; AUTHORIZING THE CITY
MANAGER TO DO ALL THINGS NECESSARY TO CARRY
OUT THE AIMS OF THIS RESOLUTION; AND PROVIDING AN
EFFECTIVE DATE.
6. ZONING HEARINGS:
QUASI-JUDICIAL PUBLIC HEARINGS - Please be advised that the following items on the Commission's agenda are
quasi-judicial in nature. If you wish to object or comment upon any of these items, please inform the Mayor when he requests
public connnents. An opportunity for persons to speak on each item will be made available after the applicant and statThave
made their presentations on each item. All testimony, including public testimony and evidence, will be made under oath or
affirmation. Additionally, each person who gives testimony may be subject to cross-examination. If you refuse either to be
cross-examined or to be sworn, your testimony will be given its due weight. The general public will not be permitted to
cross-examine witnesses, but the public may request the Commission to ask questions of statT or witnesses on their behalf.
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Persons representing organizations must present evidence of their authority to speak for the organization. Further details of
the quasi-judicial procedures may be obtained from the Clerk.
A. CONSIDERATION OF PROPERTY OWNER'S APPEAL OF
DENIAL OF VESTED RIGHTS UNDER MORATORIUM
ORDINANCE CONCERNING LINCOLN POINTE
DEVELOPMENT
B. A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF A VENTURA, FLORIDA, APPROVING A SIGN VARIANCE
FOR WILLIAMS ISLAND PROPERTY OWNERS'
ASSOCIATION TO PERMIT EIGHT DIRECTIONAL SIGNS ON
ISLAND BOULEVARD MEASURING SIX SQUARE FEET IN
AREA, WHERE DIRECTIONAL SIGNS MEASURING A
MAXIMUM OF FOUR SQUARE FEET ARE PERMITTED BY
CODE; PROVIDING AN EFFECTIVE DATE.
C. A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF A VENTURA, FLORIDA, GRANTING CONDITIONAL USE
APPROVAL TO PERMIT DRY CLEANING ON PREMISES FOR
PROPERTY LOCATED AT 20708 BISCAYNE BOULEVARD,
A VENTURA; PROVIDING AN EFFECTIVE DATE.
D. A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF A VENTURA, FLORIDA, APPROVING A SIGN VARIANCE
FOR MIAMI BEACH HEALTH CARE LTD D/B/A AVENTURA
HOSPITAL AND MEDICAL CENTER CAMPUS BUILDINGS
TO PERMIT ONE PRIMARY MONUMENT SIGN AT THE
CORNER OF THE HOSPITAL CAMPUS AT 20900 BISCAYNE
BOULEVARD MEASURING 18 FEET HIGH AND 148.5
SQUARE FEET IN AREA WHERE A PRIMARY MONUMENT
SIGN MEASURING 15 FEET HIGH AND 65 SQUARE FEET IN
AREA IS PERMITTED BY CODE; A SIGN VARIANCE TO
PERMIT A SECONDARY MONUMENT SIGN AT THE
COMPREHENSIVE CANCER CENTRE AT 20950 NE 27 COURT
MEASURING 68 SQUARE FEET, WHERE SECONDARY
MONUMENT SIGNS MEASURING 65 SQUARE FEET ARE
PERMITTED BY CODE; A SIGN VARIANCE TO PERMIT A
SECOND WALL SIGN ON THE SOUTH SIDE OF THE
AVENTURA HOSPITAL AND MEDICAL CENTER AT 20900
BISCAYNE BOULEVARD MEASURING 144 SQUARE FEET,
WHERE ONLY ONE SIGN PER ELEVATION IS PERMITTED
BY CODE; A SIGN VARIANCE TO PERMIT A SECOND WALL
SIGN ON THE EAST ELEVATION OF THE AVENTURA
PHYSICIANS BUILDING AT 21800 NE 28 A VENUE
MEASURING 65 SQUARE FEET WHERE ONLY ONE SIGN
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PER ELEVATION IS PERMITTED BY CODE; PROVIDING AN
EFFECTIVE DATE.
7. ORDINANCES: FIRST READING/PUBLIC INPUT:
AN ORDINANCE OF THE CITY OF A VENTURA, FLORIDA;
AMENDING THE CITY CODE BY AMENDING ARTICLE VII
"CODE OF ETHICS" OF CHAPTER 2 "ADMINISTRATION",
BY AMENDING SECTION 2-396 "FURTHER ETHICS
STANDARDS; PROHIBITIONS AND RESTRICTIONS" AT
PARAGRAPH (C) "FURTHER RESTRICTIONS ON
TRANSACTIONS" BY RENUMBERING AND REVISING
EXISTING SUBPARAGRAPH (iii) TO BE SUBPARAGRAPH (iv)
AND BY CREATING A NEW SUBPARAGRAPH (iii) TO
PROHIBIT INVOLVEMENT OF CITY PUBLIC OFFICERS AND
EMPLOYEES IN CERTAIN INVESTMENTS AND IN CERTAIN
REAL ESTATE TRANSACTIONS; AND BY CREATING
ARTICLE IX "CAMPAIGN FINANCE RESTRICTIONS" OF
CHAPTER 2 "ADMINISTRATION" OF THE CITY CODE, BY
CREATING SECTION 2-420 "PROHIBITED CAMPAIGN
CONTRIBUTIONS FROM VENDORS", TO CREATE
RESTRICTIONS UPON THE MAKING OR RECEIPT OF
POLITICAL CAMPAIGN CONTRIBUTIONS FROM OR
WHICH ARE DELIVERED, SOLICITED OR PROVIDED BY
VENDORS OF THE CITY; PROVIDING FOR DEFINITIONS;
PROVIDING FOR SEVERABILITY; PROVIDING FOR
PENALTY; PROVIDING FOR INCLUSION IN CODE; AND
PROVIDING FOR AN EFFECTIVE DATE.
8. PUBLIC HEARING: ORDINANCES: SECOND READING: None.
9. RESOLUTIONS - PUBLIC HEARING: None
10.0THER BUSINESS: None
I1.PUBLIC COMMENTS
12.REPORTS
13.ADJOURNMENT
SCHEDULE OF FUTURE MEETINGS/EVENTS
I" BUDGET PUBLIC HEARING SEPTEMBER 8, 2005
COMMISSION WORKSHOP SEPTEMBER 15,2005
2NO BUDGET PUBLIC HEARING SEPTEMBER 22, 2005
6 P.M.
10 A.M.
6 P.M.
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This meeting is open to the public. In accordance with the Americans with Disabilities Act of 1990, all persons who are disabled
and who need special accommodations to participate in this meeting because of that disability should contact the Office of the City
Clerk, 305-466-8901, not later than two days prior to such proceeding. One or more members of the City of Aventura Advisory
Boards may be in attendance. Anyone wishing to appeal any decision made by the Aventura City Commission with respect to any
matter considered at such meeting or hearing will need a record of the proceedings and, for such purpose, may need to ensure that a
verbatim record of the proceedings is made, which record includes the testimony and evidence upon which the appeal is to be
based. Agenda items may be viewed at the Office of the City Clerk. City of Avcntura Government Center, 19200 W. Country Club
Drive, Aventura, Florida, 33180. Anyone wishing to obtain a copy of any agenda item should contact the City Clerk at 305-466-
8901.
6
AGENDA ITEM 4
CITY OF AVENTURA
OFFICE OF THE CITY MANAGER
MEMORANDUM
City Commission
EO, M. 8o<oka, ICMA'CM.ff.O g.,
August 23, 2005
TO:
FROM:
DATE:
SUBJECT: Recognition of Donors to the A ntura City of Excellence School
The following members of the Aventura Marketing Council have donated $360 each to
the Aventura City of Excellence School to sponsor the cost of two (2) Smart Boards for
classrooms at the school:
Classic Residence by Hyatt in Aventura
FPL
G & D Developers/One Aventura
Executive Center
Gerson, Preston, Robinson & Co.
Greenberg Traurig
Gulfstream Park
Minto La Vogue
Orthopedic Care Center
Shefaor Development, LLC
The Trump Group
Aventura News
CABI Developers
Mellon Bank
Northern Trust
Turnberry Associates
Ronald L. Book, p, A.
Groupe Pacific
The individuals and businesses who generously donated to the school will be
recognized at the City Commission Meeting on September 6, 2005.
EMS/act
ceo 1404-05
A~
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MINUTES
CITY COMMISSION MEETING
July 6, 2005 - 6 p.m.
Aventura Government Center
19200 W. Country Club Drive
Aventura, Florida 33180
1. CALL TO ORDER/ROLL CALL: The meeting was called to order at 6 p.m. by
Mayor Susan Gottlieb. Present were Commissioners Bob Diamond, Billy Joel, Harry
Holzberg, Michael Stern, Luz Urbaez Weinberg, Vice Mayor Zev Auerbach, Mayor
Gottlieb, City Manager Eric M. Soroka and City Attorney David M. Wolpin. As a quorum
was determined to be present, the meeting commenced.
2. PLEDGE OF ALLEGIANCE: Sid Gersh led the pledge of allegiance.
3. AGENDA: REQUESTS FOR DELETIONS/EMERGENCY ADDITIONS: None.
4. SPECIAL PRESENTATIONS: None.
5. CONSENT AGENDA: A motion to approve the Consent Agenda was offered by
Commissioner Joel, seconded by Commissioner Diamond, unanimously passed and
the following action was taken:
A. The minutes of the June 7, 2005 Commission Meeting and June 16,2005
Workshop Meeting were approved.
B. Resolution No. 2005-32 was adopted as follows:
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA DEDICATING A TEN (10) FOOT WIDE
EASEMENT TO FLORIDA POWER AND LIGHT ON THE MIDDLE
SCHOOL WING ADDITION; PROVIDING FOR RECORDATION;
PROVIDING AN EFFECTIVE DATE.
C. The following motion was approved:
MOTION AUTHORIZING THE APPROPRIATION OF UP TO $11,200
FOR SWAT EQUIPMENT AND JUVENILE DRUG PROGRAM FROM
THE POLICE FORFEITURE FUND IN ACCORDANCE WITH THE CITY
MANAGER'S MEMORANDUM.
D. Resolution No. 2005-33 was adopted as follows:
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA, APPROVING THE APPOINTMENT OF
MEMBERS TO THE CITY OF AVENTURA TRAFFIC ADVISORY
BOARD; AND PROVIDING AN EFFECTIVE DATE.
E. Resolution No. 2005-34 was adopted as follows:
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA, APPOINTING THE FIRM OF O'LEARY
RICHARDS DESIGN ASSOCIATES, INC. TO PERFORM
PROFESSIONAL LANDSCAPE ARCHITECT SERVICES;
AUTHORIZING THE CITY MANAGER TO EXECUTE THE ATTACHED
AGREEMENT FOR PROFESSIONAL SERVICES; AGREEING TO THE
NEGOTIATED SCOPE OF SERVICES AND FEES CONTAINED IN SAID
AGREEMENT; AND PROVIDING FOR AN EFFECTIVE DATE.
F. Resolution No. 2005-35 was adopted as follows:
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA DECLARING CERTAIN PROPERTY LISTED
UNDER THE ASSETS OF THE CITY AS SURPLUS TO THE NEEDS OF
THE CITY; DESCRIBING THE MANNER OF DISPOSAL; AUTHORIZING
THE CITY MANAGER TO DO ALL THINGS NECESSARY TO CARRY
OUT THE AIMS OF THIS RESOLUTION; AND PROVIDING AN
EFFECTIVE DATE.
6. ZONING HEARINGS: None.
7. ORDINANCES: FIRST READING/PUBLIC INPUT:
A. Mr. Wolpin read the following ordinance by title:
AN ORDINANCE OF THE CITY OF AVENTURA' FLORIDA, AMENDING
CHAPTER 1 OF THE CODE OF ORDINANCES OF THE CITY OF
AVENTURA, ENTITLED "GENERAL PROVISIONS", TO ESTABLISH
SECTION 1-16, ENTITLED "SEXUAL VIOLATOR RESIDENCY
PROHIBITION," PROHIBITING CONVICTED SEXUAL VIOLATORS
FROM RESIDING WITHIN 2,500 FEET OF SPECIFIED LOCATIONS
WITHIN THE CITY OF AVENTURA; PROVIDING FOR SEVERABILITY,
PROVIDING FOR INCLUSION IN CODE; AND PROVIDING FOR AN
EFFECTIVE DATE.
A motion for approval was offered by Commissioner Holzberg, and
seconded by Commissioner Joel. Mayor Gottlieb opened the public
hearing. Gunther Glazer, 21205 Yacht Club Drive, addressed the
Commission. There being no further speakers, the public hearing was
closed. An amendment was offered by Commissioner Diamond,
seconded by Commissioner Holzberg and unanimously passed to provide
2
that each day of the violation shall be treated as a separate violation. A
motion for approval of the ordinance, as amended, was offered by
Commissioner Weinberg, seconded by Commissioner Joel and
unanimously passed by roll call vote.
8. PUBLIC HEARING: ORDINANCES: SECOND READING:
A. Mr. Wolpin read the following ordinance by title:
AN ORDINANCE OF THE CITY OF AVENTURA, FLORIDA, AMENDING
SECTION 31-144(b) "NEIGHBORHOOD BUSINESS (B1) DISTRICT" OF
CHAPTER 31 "LAND DEVELOPMENT REGULATIONS" OF THE CITY
CODE; TO PERMIT DRY CLEANING TO BE CONDUCTED ON
PREMISES AS A CONDITIONAL USE; PROVIDING FOR
SEVERABILITY; PROVIDING FOR INCLUSION IN THE CODE AND
PROVIDING FOR AN EFFECTIVE DATE.
A motion for approval was offered by Commissioner Holzberg, and seconded by
Commissioner Joel. Mayor Gottlieb opened the public hearing. Cliff Schulman,
Esq., addressed the Commission. There being no further speakers, the public
hearing was closed. The motion for approval passed 5-2, by roll call vote, with
Vice Mayor Auerbach and Mayor Gottlieb voting no and Ordinance No. 2005-08
was enacted.
B. Mr. Wolpin read the following ordinance by title:
AN ORDINANCE OF THE CITY OF AVENTURA, FLORIDA, CREATING
DIVISION 4 "TRAFFIC ADVISORY BOARD" OF ARTICLE III
"ADVISORY BOARDS" OF CHAPTER 2 "ADMINISTRATION" OF THE
CITY CODE BY CREATING SECTION 2-181 "CREATION,
COMPOSITION AND QUALIFICATIONS," SECTION 2-182 "DURATION
OF BOARD", SECTION 2-183 "ADVISORY CAPACITY", SECTION 2-
184 "RULES OF PROCEDURE; QUORUM", SECTION 2-185
"JURISDICTION"; AND SECTION 2-186 "STANDARDS OF CONDUCT
FOR MEMBERS"; PROVIDING FOR SEVERABILITY; PROVIDING FOR
INCLUSION IN CODE; PROVIDING FOR EFFECTIVE DATE.
A motion for approval was offered by Commissioner Joel, and seconded by
Commissioner Holzberg. Mayor Gottlieb opened the public hearing. Bob
Burroughs addressed the Commission. There being no further speakers, the
public hearing was closed. The motion for approval passed unanimously by roll
call vote and Ordinance No. 2005-09 was enacted.
C. Mr. Wolpin read the following ordinance by title:
3
AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA, AMENDING ORDINANCE NO. 2004-15 WHICH
ORDINANCE ADOPTED A BUDGET FOR THE 2004/2005 FISCAL
YEAR BY REVISING THE 2004/2005 FISCAL YEAR OPERATING AND
CAPITAL BUDGET AS OUTLINED IN EXHIBIT "A" ATTACHED
HERETO; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS
NECESSARY TO CARRY OUT THE AIMS OF THIS ORDINANCE;
PROVIDING FOR AN EFFECTIVE DATE.
A motion for approval was offered by Commissioner Joel, and seconded
by Vice Mayor Auerbach. Mayor Gottlieb opened the public hearing.
There being no speakers, the public hearing was closed. The motion for
approval passed unanimously by roll call vote and Ordinance No. 2005-
10 was enacted.
9. RESOLUTIONS - PUBLIC HEARING: None
10.0THER BUSINESS: None
11.PUBLlC COMMENTS: Ron Book, Esq., and Lauren Book.
12.REPORTS As submitted.
Mr. Soroka noted the necessity of scheduling a Special Meeting to discuss the draft
Evaluation and Appraisal Report and consideration of transmittal to the State
Department of Community Affairs. The meeting was scheduled for July 28, 2005 at 10
a.m.
13. ADJOURNMENT: There being no further business to come before the Commission
at this time, after motion made, seconded and unanimously passed, the meeting
adjourned at 7:09 p.m.
Teresa M. Soroka, MMC, City Clerk
Approved by the Commission on
Anyone wishing to appeal any decision made by the City Commission with respect to any matter considered at a meeting or hearing
will need a record of the proceedings and. for such purpose, may need to ensure that a verbatim record of the proceedings is made,
which record includes the testimony and evidence upon which the appeal is to be based.
4
The Ctty of
AVentiIra
il.
~.,.-'"
MINUTES
COMMISSION MEETING
JULY 21, 200510:00 AM
Aventura Government Center
19200 W. Country Club Drive
Aventura, Florida 33180
1. CALL TO ORDER/ROLL CALL. The meeting was called to order at 10:00 a.m,
by Mayor Susan Gottlieb. Present were Commissioners Bob Diamond, Harry Holzberg,
Billy Joel, Michael Stern, Luz Urbaez Weinberg, Vice Mayor Zev Auerbach, Mayor
Gottlieb, City Manager Eric M. Soroka and City Attorney David M. Wolpin. As a quorum
was determined to be present, the meeting commenced.
2. OVERVIEW AND REVIEW OF PROPOSED BUDGET: Mr. Soroka gave a
powerpoint presentation showing an overview of the financial performance of the City
over the last eight years. He then reviewed the proposed 2005/06 budget document, as
follows:
A. GENERAL FUND, including Revenues, General Government
Departments (City Commission, City Manager, Finance Support Services, Legal,
City Clerk), Public Safety Department, Community Development Department,
Community Services Department, Non-Departmental and Capital Outlay,
A motion for approval of the General Fund Budget Revenues was offered by
Commissioner Joel, seconded by Commissioner Diamond, and unanimously
passed.
A motion for approval of the City Commission budget was offered by
Commissioner Weinberg, seconded by Vice Mayor Auerbach and unanimously
passed.
A motion to approve the City Manager budget was offered by Commissioner
Joel, seconded by Commissioner Stern, and unanimously passed.
A motion to approve the Finance Support Services budget was offered by
Commissioner Joel, seconded by Commissioner Holzberg, and unanimously
passed.
A motion to approve the Legal Department budget was offered by Vice Mayor
Auerbach, seconded by Commissioner Weinberg, and unanimously passed.
A motion to approve the City Clerk budget was offered by Commissioner Joel,
seconded by Commissioner Diamond, and unanimously passed.
A motion to approve the Public Safety budget was offered by Vice Mayor
Auerbach, seconded by Commissioner Weinberg, and unanimously passed,
A motion to approve the Community Development Department budget was
offered by Commissioner Joel, seconded by Commissioner Holzberg, and
unanimously passed.
A motion to approve the Community Services Department budget was offered by
Commissioner Weinberg, seconded by Commissioner Stern, and unanimously
passed.
A motion to approve the Non-Departmental budget was offered by Commissioner
Stern, seconded by Commissioner Joel, and unanimously passed.
A motion to approve the Capital Outlay budget was offered by Commissioner
Joel, seconded by Vice Mayor Auerbach, and unanimously passed.
B. Mr. Wolpin read the following resolution by title:
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA, ESTABLISHING A PROPOSED MILLAGE
RATE FOR THE 2005/2006 FISCAL YEAR; PROVIDING FOR THE
DATE, TIME AND PLACE OF THE PUBLIC HEARING TO CONSIDER
THE PROPOSED MILLAGE RATE AND TENTATIVE BUDGET; AND
PROVIDING FOR AN EFFECTIVE DATE.
A motion for approval of the resolution, which establishes a millage rate for the
2005/06 fiscal year of 2.227 per $1,000 of taxable assessed value, was offered
by Commissioner Joel, seconded by Commissioner Auerbach, unanimously
passed and Resolution No. 2005-36 was adopted. Mr. Soroka announced the
first budget public hearing scheduled for September 8, 2005 at 6 p.m.
C. POLICE EDUCATION FUND: A motion for approval was offered by
Commissioner Holzberg, seconded by Commissioner Stern, and unanimously
passed.
D. TRANSPORTATION AND STREET MAINTENANCE FUND: A motion for
approval was offered by Vice Mayor Auerbach, seconded by Commissioner
Weinberg, and unanimously passed.
E. POLICE CAPITAL OUTLAY IMPACT FEE FUND: A motion for approval
was offered by Commissioner Joel, seconded by Commissioner Diamond, and
unanimously passed.
F. PARK DEVELOPMENT FUND: A motion for approval was offered by
Commissioner Diamond, seconded by Commissioner Joel, and unanimously
passed.
2
G. DEBT SERVICE FUND: A motion for approval was offered by
Commissioner Holzberg, seconded by Vice Mayor Auerbach, and unanimously
passed.
H. CAPITAL CONSTRUCTION FUND: A motion for approval was offered by
Vice Mayor Auerbach, seconded by Commissioner Weinberg, and unanimously
passed.
I. STORMWATER UTILITY FUND: A motion for approval was offered by
Commissioner Weinberg, seconded by Commissioner Joel, and unanimously
passed.
J. POLICE OFF-DUTY SERVICES FUND: A motion for approval was offered
by Commissioner Joel, seconded by Commissioner Diamond, and unanimously
passed.
3. PUBLIC HEARING: ORDINANCES: SECOND READING: Mr. Wolpin read
the following ordinance by title:
AN ORDINANCE OF THE CITY OF AVENTURA, FLORIDA, AMENDING
CHAPTER 1 OF THE CODE OF ORDINANCES OF THE CITY OF
AVENTURA, ENTITLED "GENERAL PROVISIONS", TO ESTABLISH
SECTION 1-16, ENTITLED "SEXUAL VIOLATOR RESIDENCY
PROHIBITION," PROHIBITING CONVICTED SEXUAL VIOLATORS FROM
RESIDING WITHIN 2,500 FEET OF SPECIFIED LOCATIONS WITHIN THE
CITY OF AVENTURA; PROVIDING FOR SEVERABILITY, PROVIDING
FOR INCLUSION IN CODE; AND PROVIDING FOR AN EFFECTIVE DATE.
Mr. Wolpin noted additional amendments to the ordinance made subsequent to
the distribution of the agenda. A motion for approval of the ordinance as
amended was offered by Commissioner Weinberg and seconded by
Commissioner Holzberg. Mayor Gottlieb opened the public hearing. The
following individuals addressed the Commission: Manny Grossman and Arthur
Barr. There being no further speakers, the public hearing was closed. The
motion for approval passed unanimously by roll call vote and Ordinance No.
2005-11 was enacted.
4. MOTION TO REJECT ALL BIDS TENDERED FOR RFP NO. 05-04-11-2-
TRAFFIC VIDEO MONITOR SYSTEM AND INTERNET WORKING SOLUTION.
The foregoing motion was offered by Commissioner Weinberg, seconded by
Commissioner Joel and unanimously passed.
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3. ADJOURNMENT: After motion made, seconded and unanimously passed, the
meeting adjourned.
Teresa M. Soroka, MMC, City Clerk
Approved by the Commission on
Anyone wishing to appeal any decision made by the City Commission with respect to any matter considered at a
meeting or hearing will need a record of the proceedings and, for such purpose, may need to ensure that a verbatim
record of the proceedings is made, which record includes the testimony and evidence upon which the appeal is to be
based.
4
A'!he City of
.t"\.ventura
~.
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MINUTES
COMMISSION WORKSHOP MEETING
JULY 21, 2005
Aventura Government Center
19200 W. Country Club Drive
Aventura, Florida 33180
CALL TO ORDER/ROLL CALL: The meeting was called to order by Mayor Susan
Gottlieb immediately following the 10 a.m. Commission meeting. Present were
Commissioners Bob Diamond, Harry Holzberg, Billy Joel, Michael Stern, Luz Urbaez
Weinberg, Vice Mayor Zev Auerbach, Mayor Gottlieb, City Manager Eric M, Soroka and
City Attorney David M. Wolpin. As a quorum was determined to be present, the
meeting commenced.
2, ETHICS CODE REVISIONS (Citv Attornev): (Taken out of order) At the direction of
the Commission, Mr. Wolpin made certain revisions to the City's current ethics code
and discussed the amendments. He then introduced Robert Myers, Executive
Director of the Miami-Dade County Ethics Commission, who addressed the issues
fu rther.
CITY MANAGER SUMMARY: Consensus to proceed with first reading of ordinance
at September meeting, including additional amendments suggested by the
Commission.
1. WATER TAXI (Mavor Gottlieb/Citv Manaqer): Mayor Gottlieb introduced Bob
Bekoff, President of Water Bus, who addressed the Commission discussing the
feasibility of extending high-speed water taxi service to the City.
CITY MANAGER SUMMARY: Consensus to proceed with concept.
3. IDENTIFICATION OF STUDENT COUNTS FOR NEW DEVELOPMENT: The
Commission discussed the feasibility of adopting measures that would provide
assistance in determining student counts for new developments in the City,
CITY MANAGER SUMMARY: No action taken.
4. BILLBOARD UPDATE (Citv Manaqer): Mr. Soroka updated the Commission on his
discussions with Clear Channel Outdoor as to the use of the billboard at Ives Dairy
and Biscayne Boulevard.
CITY MANAGER SUMMARY: Consensus to proceed with ten year anniversary
display and explore the use of one billboard for commercial purposes to generate
funds for the Aventura City of Excellence School.
5. PROTOCOL FOR ISSUING KEYS TO THE CITY (Commissioner Diamond):
Commissioner Diamond suggested establishing criteria and procedures for issuance
of keys to the City, including providing that the Commission approves each
presentation, when feasible, and if not feasible, then at the Mayor's discretion.
CITY MANAGER SUMMARY: Consensus that the City Manager and City Attorney
prepare legislation providing procedures for issuance of keys to the city,
6. DONATION OF SCULPTURE (Commissioner Diamond): Commissioner Diamond
advised the Commission that Aventura resident Alfe Silverman wishes to donate a
mosaic sculpture to the City and recommended that the City accept his generous
donation.
CITY MANAGER SUMMARY: Consensus to accept donation of sculpture, noting
that this is a unique situation and the acceptance should not be deemed setting forth
precedent for future similar requests.
7. CITY CLERK REVIEW: Commissioner Joel distributed a survey showing city clerk
salaries in other municipalities in Miami-Dade County. He suggested providing the
city clerk a salary increase of 3.5%, $50 monthly car allowance increase and a net
$10,000 lump sum bonus.
CITY MANAGER SUMMARY: Consensus to proceed as recommended.
8. ADJOURNMENT: There being no further business to come before the Commission
at this time, after motion made, seconded and unanimously passed, the meeting
adjourned.
Teresa M. Soroka, MMC, City Clerk
Approved by the Commission on
Anyone wishing to appeal any decision made by the City Commission With respect to any matter considered at a meeting or hearing
will need a record of the proceedings and, for such purpose. may need to ensure that a verbatim record of the proceedings is made,
which record includes the testimony and evidence upon which the appeal is to be based.
2
A~
.
'\,~~,,,:;I
MINUTES
CITY COMMISSION MEETING
July 26, 2005 - 11 A.M.
Aventura Government Center
19200 W. Country Club Drive
Aventura, Florida 33180
1. CALL TO ORDER/ROLL CALL: The meeting was called to order at 11 a.m. by
Mayor Susan Gottlieb. Present were Commissioners Bob Diamond, Billy Joel, Harry
Holzberg, Michael Stern, Luz Urbaez Weinberg, Vice Mayor Zev Auerbach, Mayor
Gottlieb, City Clerk Teresa M. Soroka, City Manager Eric M. Soroka and City Attorney
David M. Wolpin, As a quorum was determined to be present, the meeting
commenced.
2. RESOLUTIONS - PUBLIC HEARING:
A RESOLUTION OF THE CITY OF AVENTURA, FLORIDA, ADOPTING THE
MOTION OF THE LOCAL PLANNING AGENCY TO TRANSMIT THE DRAFT
EVALUATION AND APPRAISAL REPORT OF THE CITY'S COMPREHENSIVE
PLAN FOR PRELIMINARY REVIEW AND COMMENT; REQUESTING THAT
THE FLORIDA DEPARTMENT OF COMMUNITY AFFAIRS DELEGATE
REVIEW OF THE EVALUATION AND APPRAISAL REPORT (EAR) OF THE
COMPREHENSIVE PLAN, CONTAINED IN EXHIBIT "A," TO THE SOUTH
FLORIDA REGIONAL PLANNING COUNCIL (SFRPC) PURSUANT TO THE
PROVISIONS OF THE LOCAL GOVERNMENT COMPREHENSIVE PLANNING
AND LAND DEVELOPMENT REGULATION ACT; AND PROVIDING FOR AN
EFFECTIVE DATE.
A motion for approval, including the incorporation by reference into this hearing
of all amendments and testimony, written and verbal, relative to this item given at
the preceding Local Planning Agency meeting, was offered by Commissioner
Joel, and seconded by Commissioner Diamond. Mayor Gottlieb opened the
public hearing. There being no speakers, the public hearing was closed. The
motion for approval passed unanimously by roll call vote and Resolution No.
2005-37 was adopted.
Mr. Soroka requested an Executive Session to discuss collective bargaining. The
meeting was scheduled for Wednesday, July 27, 2005 at 5 p.m.
3. ADJOURNMENT: There being no further business to come before the Commission
at this time, after motion made, seconded and unanimously passed, the meeting
adjourned at 11 :05 a.m.
Teresa M. Soroka, MMC, City Clerk
Approved by the Commission on
Anyone wishing to appeal any decision made by the City Commission with respect to any matter considered at a meeting or hearing
will need a record of the proceedings and. for such purpose. may need to ensure that a verbatim record of the proceedings Is made,
which record includes the testimony and evidence upon which the appeal is to be based.
CITY OF AVENTURA
FINANCE SUPPORT SERVICES DEPARTMENT
MEMORANDUM
FROM:
City Commission e-
Eric M. Soroka, ci7(a~e
~re, Flna: Su port Services Director
TO:
BY:
DATE:
August 29, 2005
SUBJECT:
Resolution setting forth the ranking of CPA firms to perform
independent audit.
September 6, 2005 Commission Meeting Agenda Item ~
Recommendation
It is recommended that the City Commission adopt the attached Resolution which sets
forth the ranking of firms to perform the City's independent audit.
Backaround
The City is required by Section 4.11 of the City Charter and various sections of State
Statutes to have an annual audit of its accounts and records performed by an
independent Certified Public Accountant. In addition, Section 4.11 of the City Charter
requires that the audit firm be rotated every five years, Therefore, Keefe McCullough
and Company, the audit firm the past five years, was not eligible to submit a proposal.
Pursuant to Section 218.391, Florida Statutes, the City prepared an RFP which included
detailed criteria for evaluation of proposals and for ranking of firms. Pursuant to Section
218.391(d), F.S., compensation was one of the factors used in the evaluation, but was
"not. . . the sole or predominant factor used to evaluate the proposals."
The City advertised the availability of the RFP in the Miami Herald on June 10th, In
addition, we utilized the Demand Star purchasing system to notify firms of the RFP and
to provide the RFP document. We held a mandatory pre-proposal conference on June
22nd to answer questions from prospective proposers. Six firms attended the
conference, Four firms submitted detailed written proposals on July 7, 2005.
Pursuant to 218.291, F.S., the proposals were reviewed by an Audit Committee
consisting of the City Manager, Finance Support Services Director and Controller.
Since we received four proposals, the Committee interviewed all four proposing firms,
Page (2)
City Commission
The form used to evaluate the proposals is included as Attachment I. These forms were
completed by each Committee member and the totals averaged to arrive at a final
ranking. The ranking, average score and proposed fees were as follows:
Fees Pro Dosed
Ei!!!!. Averaae Score City Audit Charter School Total
out of 100
McGladrey & Pullen, LLP 92.33 47,580 16,510 64,090
Rachlin Cohen & Holtz, LLP 89.33 44,200 22,500 66,700
Caballero & Castellanos, PL 86.00 28,000 12,000 40,000
Moore Stevens Lovelace, PA 85.00 46,850 8,100 54,950
The above rankings were also consistent based on the overall ranking by each of the
Committee members. McGladrey & Pullen received the highest score from all three
members of the Committee and Rachlin, Cohen & Holtz was ranked number two by all
Committee members. The members were split on the numbers three and four firms
with Moore Stevens being ranked third by one member, fourth by another and a tie for
third by one member.
Based on the foregoing, the Auditing Committee members request that the City
Commission approve the resolution reflecting the ran kings as contained in the
Resolution. A copy of the RFP, submittals by all firms and other supporting documents
are available for review in the Finance Support Services Department.
Pursuant to Section 218.391, the City Commission can approve the rankings of the
Audit Committee or may establish a different ranking, If the Commission chooses to
rank the firms in a different order than the Audit Committee they must document in its
public records the reason for not selecting the highest ranked firm, that reason can not
be compensation.
Once the rankings are finalized by the Resolution, the Audit Committee will negotiate
fees with the top ranked firm. Should negotiations with the top ranked firm fail, the Audit
committee would negotiate with the number two and three ranked firms. Please note
that the proposed fees shown above for all firms were subject to credits to reduce the
fee based on the City taking on greater responsibility or a single audit not being
required. This will be worked out as part of the negotiations with the top ranked firm or
alternate firms as required.
At the October 2005 Commission meeting, the Commission will be asked to approve a
contract for auditing services, including any credits or charges brought about as a result
of negotiations.
HMKlmn
CITY OF AVENTURA
EVALUATION OF SUBMITTALS AND INTERVIEWS
RFP# 05-07-13-2
INDEPENDENT AUDITING SERVICES
FIRM
Attachment I
EVALUATOR
EVALUATION CRITERIA
Maximum
Points
EXPERTISE AND EXPERIENCE:
The firm's past experience and performance as principal auditors
in local government engagements 15
The quality of the firm's professional personnel assigned to the
engagement 20
AUDIT APPROACH
Adequacy of proposed staffing plan for various segments of the
engagement 15
Adequacy of the overall audit plan for the engagement 10
OTHER
Litigation claims against the firm 5
Three letters of recommendation from local government clients
in which the firm served as principal auditors 10
Location and accessibility of the firm 5
PRICE
Overall price and pricing of individual elements
GRAND TOTAL
Points
Awarded
20
100
RESOLUTION NO. 2005-_
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, ESTABLISHING A
RANKING OF FIRMS TO PERFORM AUDITING
SERVICES; AUTHORIZING THE CITY MANAGER OF THE
CITY OF AVENTURA, FLORIDA ON BEHALF OF SAID
CITY TO NEGOTIATE FOR SAID SERVICES;
AUTHORIZING THE CITY MANAGER TO DO ALL THINGS
NECESSARY TO CARRY OUT THE AIMS OF THIS
RESOLUTION; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Aventura, in accordance with its Charter and applicable
State law, has requested proposals from Certified Public Accounting firms to perform
independent audits of the City's accounts and records; and
WHEREAS, said proposals were evaluated by an Audit Committee consisting of
the Director of Finance Support Services, City Manager and Controller; and
WHEREAS, said Audit Committee recommends that the top three ranked firms,
based on the firms' experience and qualifications, be: 1). McGladrey & Pullen, LLP,
2). Rachlin Cohen & Holtz LLP and 3), Caballero & Castellanos, PL; and
WHEREAS, the City Commission desires to authorize the Audit Committee to
negotiate fees with the top ranked firm and with the alternate firm(s), should
negotiations with the top ranked firm be unsuccessful.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
Section 1. The ranking of firms to perform independent auditing service for the
City are:
Resolution No. 2005-_
Page 2
1) McGladrey & Pullen, LLP
2) Rachlin Cohen & Holtz LLP
3) Caballero & Castellanos, PL
Section 2. The firms have been rated on the basis of their experience,
qualifications and proposed fee. The final cost shall be negotiated by the Audit
Committee and approved by the City Commission prior to said firm beginning any work
for which the City may later be billed.
Section 3. In the event the City is unable to come to favorable terms and fees
with the top ranked firm, the Committee is hereby authorized to negotiate fees with the
alternate firms.
Section 4. The City Manager is hereby authorized and requested to take all
necessary and expedient action to carry out the aims of this resolution.
Section 5. This Resolution shall become effective immediately upon its
adoption.
The
foregoing
Resolution
was
offered
by
Commissioner
who moved its adoption, The motion was seconded by
Commissioner
, and upon being put to a vote, the vote was as
follows:
Commissioner Bob Diamond
Commissioner Billy Joel
Commissioner Harry Holzberg
Commissioner Michael Stern
Commissioner Luz Urbaez Weinberg
Vice Mayor Zev Auerbach
Mayor Susan Gottlieb
Resolution No. 2005-_
Page 3
PASSED AND ADOPTED this ~ day of September, 2005.
Susan Gottlieb, Mayor
Attest:
Teresa M. Soroka, MMC
City Clerk
Approved as to Form and Legal Sufficiency:
~ h'Y\ ~
City Attorney
3
CITY OF AVENTURA
OFFICE OF THE CITY MANAGER
MEMORANDUM
FROM: Eric M. Soroka, ICMA-CM, City
DATE: August 9,2005
TO: City Commission
SUBJECT: Resolution Authorizing Execution of Agreement Concerning
Commercial Advertising Sign and Charter School Revenue
September 6,2005 City Commission Meeting Agenda Item 5- C-
RECOMMENDATION
It is recommended that the City Commission approve the attached Resolution
authorizing the execution of the attached Agreement with Clear Channel Outdoor, Inc,
concerning commercial advertising sign for Charter School revenue.
BACKGROUND
At the July Workshop, the City Commission authorized the City Administration to
negotiate an Agreement with Clear Channel Outdoor, Inc. regarding utilizing one of the
billboards located at Biscayne Boulevard and Ives Dairy Road for commercial purposes
and sharing the revenue with the City.
Attached hereto is the subject agreement for your review and approval. The main
points of the Agreement are as follows:
1, Clear Channel shall apply to the City for modification of the condition of the
variance to allow the southernmost panel to be used for commercial
advertising purpose.
2. The northernmost panel would be utilized for the "Welcome to the City of
Aventura" message.
3. The City shall receive at least 50% of all net revenue received from the use of
the southernmost billboard for commercial advertising purposes. It is
estimated that this would generate approximately $70,000 to $100,000 a
year.
4. The revenues payable to the City will be used for the Charter School.
5. Clear Channel specifically agrees that the Billboard Back shall not be utilized
for commercial advertisements which include or refer to alcoholic beverages,
tobacco products, pari-mutuel gaming, adult entertainment uses, or any use
which is reasonably objectionable to the City in light of promotion in
proximately to the "Welcome to the City of Aventura" message or in light of
the City's interest in the health safety and welfare of its residents. Prior to
displaying or installing any commercial advertising copy, Clear Channel shall
first provide a copy or proof of such proposed advertisement to the City
Manager for his review. Clear Channel shall not display any advertising copy
which is objected to by the City.
6. If the City Commission does not grant the modification to application for the
billboard, the Agreement is terminated.
If you have any questions, please feel free to contact me.
EMS/act
Attachment
CC01400-05
RESOLUTION NO. 2005-_
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA, APPROVING THAT CERTAIN "AGREEMENT
CONCERNING COMMERCIAL ADVERTISING SIGN, CHARTER
SCHOOL REVENUE", BETWEEN THE CITY OF AVENTURA AND
CLEAR CHANNEL OUTDOOR, INC., CONCERNING PROCESSING OF
APPLICATION FOR AMENDMENT OF CONDITION APPLICABLE TO
PREVIOUSLY APPROVED BILLBOARD; PROVIDING FOR A
PORTION OF COMMERCIAL ADVERTISING REVENUE TO BE
UTILIZED FOR CITY OF A VENTURA CHARTER SCHOOL
PROGRAM, IN THE EVENT THAT MODIFICATION OF CONDITION
IS AUTHORIZED BY THE CITY COMMISSION; PROVIDING FOR
IMPLEMENTATION; PROVIDING FOR EFFECTIVE DATE.
WHEREAS, the City Commission of the City of Aventura, Florida, finds that the
approval of the attached Agreement Concerning Commercial Advertising Sign, Charter School
Revenue (the "Agreement") is in the best interest of the City.
NOW, THEREFORE, IT IS HEREBY RESOLVED BY THE CITY COMMISSION
OF THE CITY OF A VENTURA, FLORIDA, AS FOLLOWS:
Section 1.
Recitals. That the above stated recital is hereby confirmed and adopted.
Section 2. Al!reement Auuroved. That the attached Agreement, in substantially
the form attached hereto, is hereby approved, and the City Manager is authorized to execute the
Agreement on behalf of the City, once approved as to form and legal sufficiency by the City
Attorney,
Section 3. Imulementation.
action which is necessary in order to
Agreement.
That the City Manager is authorized to take any
implement the purposes of this Resolution and the
Section 4. Effective Date. That this Resolution shall become effective immediately
upon adoption hereof.
The foregoing Resolution was offered by Commissioner
moved its adoption. The motion was seconded by Commissioner
upon being put to a vote, the vote was as follows:
, who
, and
Commissioner Bob Diamond
Commissioner Harry Holzberg
Commissioner Billy Joel
Commissioner Michael Stem
Commissioner Luz Urhilez Weinberg
Vice Mayor Zev Auerbach
Mayor Susan Gottlieb
Resolution No. 2005-
Page 2
PASSED AND ADOPTED this 6th day of September, 2005,
Susan Gottlieb, Mayor
Attest:
Teresa M. Soroka, MMC
City Clerk
Approved as to Form and Legal Sufficiency:
r~
City Attorney
2
AGREEMENT CONCERNING COMMERCIAL ADVERTISING SIGN
CHARTER SCHOOL REVENUE
THIS AGREEMENT is entered into this
day of September, 2005 by
and between the City of Aventura, a Florida municipal corporation (the "City") and Clear
Channel Outdoor, Inc., a Florida corporation ("Clear Channel").
WIT N E SSE T H:
WHEREAS, pursuant to the City Resolution No. 2003-06 as adopted on January
7, 2003, the City Commission granted Clear Channel's application for a variance to
enable the modification of that certain billboard which was situated at the southwest
corner of the intersection of Biscayne Boulevard (U.S. 1) and Ives Diary Road in the
City; and
WHEREAS, pursuant to the vanance Clear Channel has implemented and
installed a billboard (the "Billboard") at such location which is in compliance with the
variance; and
WHEREAS, pursuant to the variance, the City imposed a condition (the
"Condition") that no advertising copy would be placed on the back of the billboard (the
"Billboard Back"), other then a "Welcome to the City of A ventura" message if desired by
the City; and
WHEREAS, Clear Channel desires the Condition to be modified so that the
Billboard Back may also be utilized for a commercial advertising purpose by Clear
Channel, subject to the requirement that one half of the net revenue derived from the
placement or sale of advertisements upon the Billboard Back shall be provided to the City
for the use of the City of Excellence Charter Schools of the City, subject to the City
Commission's approval of modification of the Condition, in accordance with Commission
procedures and rules.
NOW, THEREFORE, IN CONSIDERATION OF THE COVENANTS
HEREOF, THE PARTIES HERETO DO COVENANT AND AGREE AS
FOLLOWS:
I. Purpose.
Clear Channel desires to apply to City for modification of the Conditions of the
variance granted pursuant to City Resolution No. 2003-06 (the "Resolution"), for the
purpose of enabling the Billboard Back, as depicted on Exhibit "A" attached hereto and
incorporated herein, to be utilized for commercial advertising purposes, along with the
"Welcome to the City of Aventura" message on the Billboard Back. Specifically, if the
modification of the Condition is granted, the southern most panel of the Billboard Back
may be used for commercial advertising purposes, while the northern most panel shall be
utilized for the "Welcome to the City of A ventura" message, unless the City Commission,
at its discretion, subsequently determines to authorize the entire Billboard Back to be
utilized for such commercial advertising purposes, as described herein.
II. Obligations of Clear Channel.
a. Within thirty (30) days after execution of this Agreement, Clear
Channel shall apply to the City for modification (the
"Modification") of the Condition of the variance concerning the
Billboard as described above.
b, Clear Channel shall diligently pursue such Modification of the
Condition of the Resolution and shall provide any necessary data
2
or information in support of such Modification application, as
requested by the City Manager.
c. In the event that the City Commission grants the Modification,
Clear Channel shall proceed to market and sell space on the
Billboard Back as authorized herein and by such approved
Modification, and shall dedicate and pay to City at least fifty
(50%) percent of all net revenue received from the use of the
Billboard Back for commercial advertising purposes. Revenue
payable to City hereunder shall be paid in monthly installments by
Clear Channel to the City and shall be utilized by City solely for
purposes of the operational or capital expenses of the City of
Excellence Charter Schools of the City as determined by the City
Manager.
d. Clear Channel specifically agrees that the Billboard Back shall not
be utilized for commercial advertisements which include or refer to
alcoholic beverages, tobacco products, pari-mutuel gaming, adult
entertainment uses, or any use which is reasonably objectionable to
City in light of promotion in proximately to the "Welcome to the
City of Aventura" message or in light of City's interest in the
health, safety and welfare of its residents. Prior to displaying or
installing any commercial advertising copy which may contravene
the restrictions stated herein above, Clear Channel shall first
provide a copy or proof of such proposed advertisement to the City
3
Manager for his review III accordance with the provisions of
Section IIl(e) of this Agreement. Clear Channel shall not display
any advertising copy which is timely objected to by the City
Manager.
III. Obligations of City.
a. City shall promptly process Clear Channel's Modification
application pursuant to Section 31-76(f) of the City Code.
b. The City Commission shall make its decision upon the
Modification in accordance with the pertinent variance Condition
Modification criteria provided by Section 31-76(f) of the City
Code, and the quasi-judicial procedures of the City.
c. In the event that the City Commission grants the Modification, the
City Manager shall confirm in writing to Clear Channel that Clear
Channel is authorized to use the designated portion of the
Billboard Back for commercial advertising purposes.
d. The City's share of advertising revenue provided by Clear Channel
to City pursuant to this Agreement, shall be utilized by City solely
for the purpose of operational or capital expenditure items for the
City Charter School program, as determined by the City Manager.
e. Promptly upon submittal of the proposed advertising display copy
or proof in accordance with Section II (d) above, the City Manager
shall advise Clear Channel in writing, as to whether the City has
any objection to the proposed display, This written response to
4
Clear Channel shall be made within three (3) business days of
receipt of the proposed copy from Clear Channel.
IV. Term of Agreement.
This Agreement shall be in full force and effect commencing upon the date of
execution hereof by both parties, and shall terminate upon full performance of each of the
covenants hereof. However, in the event that the Modification is not granted, this
Agreement shall terminate on the day following rendition of the denial of such
Modification request, and shall be of no further force or effect.
V. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws
of the State of Florida. The parties agree to submit to service of process and
jurisdiction in the State of Florida for any controversy or claim between the parties
which arises out of or is related to this Agreement or a breach of this Agreement.
Venue for any court action between the parties for any such controversy arising from
or related to this Agreement shall be in the Eleventh Judicial Circuit Court, in and for
Miami-Dade County, Florida. The parties hereby voluntarily waive any right to trial
by jury for any litigation arising hereunder between the parties.
VI. No Precedent; No Admission.
A. Since the approval or denial of the Modification application
is a quasi-judicial governmental matter, Clear Channel
recognizes that nothing in this Agreement shall be
construed to commit City to grant the Modification and
that, instead, City solely covenants that it shall process and
consider the application for Modification in accordance
with the City Code and applicable law.
5
B. Clear Channel recognizes that City's grant, if any, of the
Modification described herein shall not establish any
precedent which supports or justifies the grant of any other or
subsequent Modification.
VII. Entirety of Agreement.
A. This Agreement incorporates and includes all prior negotiations,
correspondence, conversations, agreements, and understandings
applicable to the matters contained herein. The parties hereto
agree that there are no commitments, agreements or
understandings concerning the subject matter of this Agreement
that are not contained in this Agreement, and that this Agreement
contains the entire agreement between the parties as to the
matters contained herein. Accordingly, it is agreed that no
deviation from the terms hereof shall be predicated upon any
prior representations or agreements, whether oral or written. It
is further agreed that any oral representations or modifications
concerning this Agreement shall be of no force or effect, and that
this Agreement may be modified, altered or amended only by
written agreement duly executed by both parties hereto or their
authorized representatives.
B. Nothing in this Agreement shall be construed to affect or impair
those certain previous agreements of the parties, including the
September 3, 2002 Agreement Concerning Commercial
Advertising Signs and the February 14, 2003 Covenant, each of
which is on file in the Office of the City Clerk.
VIII. Headings.
6
Captions and headings in this Agreement are for ease of reference only and do
not constitute a part of this Agreement and shall not affect the meaning or interpretation
of any provisions herein.
IX. Rights of Others.
Nothing in this Agreement expressed or implied is intended to confer upon any
person other than the parties hereto, any rights or remedies under or by reason of this
Agreement.
X. Representation by Clear Channel.
Clear Channel represents that: (I) this Agreement has been duly authorized,
executed and delivered by Clear Channel; and (2) it has the required capacity and
authority to perform this Agreement and to bind itself to the provisions hereof.
XI. Representation by City.
City represents that: (1) this Agreement has been duly authorized, executed and
delivered by the City; and (2) it has the required power and authority to perform this
Agreement and to bind itself to the provisions thereof.
XII. Waiver.
There shall be no waiver of any right related to this Agreement unless in
writing, signed by the party waiving such right. No delay or failure to exercise a right
under this Agreement shall impair such right or shall be construed to be a waiver
thereof. Any waiver shall be limited to the particular right so waived and shall not be
deemed a waiver of the same right at a later time, or of any other right under this
Agreement.
XIII. Invalidity of Provisions, Severability.
Wherever possible, each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law, but if any provision of
this Agreement shall be prohibited or invalid under applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without invalidating the
7
remainder of such provision or the remaining provisions of this Agreement. provided
that the material purposes of this Agreement can be detennined and effectuated.
XIV. Notice.
Notices to Clear Channel provided for herein shall be sufficient if sent by
federal express or certified mail, return receipt requested, postage pre-paid, addressed
to:
Clear Channel Outdoor
Jeff Andres, Vice President
5800 N.W. 77th Court
Miami, FL 33166
and notices to City, if sent by federal express or certified mail, return receipt
requested, postage pre-paid addressed to:
Mr. Eric M. Soroka, City Manager
City of Aventura
1900 West Country Club Drive
Aventura, FL 33180
or such other respective address as the parties may designate to each other in writing
from time to time.
XV. Successors
Each party hereto and their successors and assigns are hereby bound to the
provisions hereof.
XVI. Default.
1. Clear Channel Event of Default. Without limitation, failure by Clear
Channel to substantially fulfill any of its material obligations in accordance with this
Agreement, shall constitute a "Clear Channel Event of Default". If a Clear Channel Event
of Default should occur, City shall have all of the following rights and remedies which it
may exercise singly or in combination:
8
a. The right to declare that this Agreement together with all rights
granted to Clear Channel hereunder are terminated, effective upon
such date as is designated by City; provided, however, that an Event
of Default shall be defined to consist of a default that shall occur by
the default in performance of any of the covenants and conditions
required herein to be kept and performed by Clear Channel and such
default continues for a period of fifteen (15) days after receipt of
written notice from City of said default. Provided that (1) if the
nature of the default is such that it cannot be cured in a period of
fifteen (15) days from the date of the default and (2) Clear Channel
shall commence good faith efforts to cure such default no later than
fifteen (15) days after such notice, and (3) such efforts are prosecuted
to completion, to City's reasonable satisfaction, then it shall be
deemed that no Event of Default shall have occurred under the
provisions of this paragraph.
b. Any and all rights provided under the laws of Florida.
2. City Event of Default. Without limitation, the failure by City to
substantially fulfill any of its material obligations in accordance with this Agreement, shall
constitute a "City Event of Default" . If a City Event of Default should occur, Clear Channel
shall have the following rights and remedies which it may exercise singly or in combination:
a. The right to declare that this Agreement together with all rights
granted to City hereunder are terminated, effective upon such date
as designated by Clear Channel; provided, however, that an Event
of Default shall be defined to consist of default that shall occur by
9
the default in performance of any of the covenants and conditions
required herein to be kept and performed by City and such default
continues for a period of fifteen (IS) days after receipt of written
notice from Clear Channel of said default. Provided that (I) if the
nature of the default is such that it cannot be cured in a period of
fifteen (15) days from the date of the default, and (2) City shall
commence good faith efforts to cure such default, no later than
fifteen (IS) days after such notice, and (3) such efforts are
diligently prosecuted to completion to Clear Channel's reasonable
satisfaction, then it shall be deemed that no Event of Default shall
have occurred under the provisions of this paragraph.
b. Any and all rights provided under the laws of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the
day and year first above written, in several counterparts, each of which shall be
deemed an original, but all constituting only one agreement.
CITY OF A VENTURA:
ATTEST:
By:
By:
City Manager
City Clerk
APPROVED AS TO FORM AND
LE~AL SU1FICIEN Y:
(j \/7(/11'>1
City Attorney
CLEAR CHANNEL OUTDOOR,
INC.
ATTEST:
10
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Title: ?~'$IO~Nt; b 1 (tv; ~PL
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(Print Name
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11
Secretary
(Print Name)
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-llliJ
CITY OF AVENTURA
OFFICE OF THE CITY MANAGER
MEMORANDUM
FROM:
TO:
DATE:
SUBJECT: Law Enforcement Mutual Aid Agreement Between the City and City of
Florida City
September 6, 2005 City Commission Meeting Agenda Item $ -C
RECOMMENDATION
It is recommended that the City Commission adopt the attached Resolution authorizing
execution of the Law Enforcement Mutual Aid Agreement with the City of Florida City,
BACKGROUND
In order to improve cooperative relationships between law enforcement agencies and
provide a mechanism to share police resources in the event of emergencies or certain
demanding situations, Chapter 23, Florida Statutes, Florida Mutual Aid Act allows
agencies to enter into Police Services Mutual Aid Agreements. The various
departments use a basic Mutual Aid Agreement.
The following list comprises the circumstances and conditions under which mutual aid
may be requested:
1. The joint multijurisdictional criminal investigations.
2. Civil affray or disobedience, disturbances, riots, large protest
demonstrations, controversial trials, political conventions, labor disputes
and strikes,
3. Any natural disaster.
4. Incidents which require rescue operations and crowd and traffic control
measures including, but not limited to, large-scale evacuations, aircraft
and shipping disasters, fires explosions, gas line leaks, radiological
incidents, train wrecks and derailments, chemical or hazardous waste
spills, and electrical power failures,
5. Terrorist activities including, but not limited to, acts of sabotage,
6. Escapes from disturbances within detention facilities.
7. Hostage and barricade subject situations, and aircraft piracy.
8. Control of major crime scenes, area searches, perimeter control, back-ups
to emergency and in-process calls, pursuits, and missing person calls.
9. Enemy attack.
10. Transportation of evidence requiring security.
11. Major events, e,g., sporting events, concerts, parades fairs, festivals and
conventions.
12. Security and escort duties for dignitaries.
13, Emergency situations in which one agency cannot perform its functional
objective,
14. Incidents requiring utilization for specialized units, e.g., underwater
recovery, aircraft, canine motorcycle, bomb, crime scene, marine patrol,
and police information.
15. Joint training in areas of mutual need,
The Agreement is beneficial in our mission to protect the safety and quality of life of our
residents.
If you have any questions, please feel free to contact me.
EMS/act
Attachment
CC01390-05
RESOLUTION NO. 2005-_
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF AVENTURA, FLORIDA, AUTHORIZING THE CITY
MANAGER ON BEHALF OF THE CITY TO EXECUTE AND
OTHERWISE ENTER INTO THE ATTACHED MUTUAL AID
AGREEMENT BETWEEN THE CITY OF AVENTURA AND
THE CITY OF FLORIDA CITY FOR LAW ENFORCEMENT
ACTIVITIES; AUTHORIZING THE CITY MANAGER TO DO
ALL THINGS NECESSARY TO CARRY OUT THE AIMS OF
THIS RESOLUTION; AND PROVIDING FOR AN EFFECTIVE
DATE.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
Section 1. The City Manager is hereby authorized on behalf of the City of
Aventura to execute and otherwise enter into that certain Mutual Aid Agreement between
the City of Aventura and the City of Florida City for law enforcement activities in
substantially the form as attached hereto.
Section 2. The City Manager is hereby authorized to do all things necessary and
expedient in order to effectuate the execution of the attached Agreement described in
Section 1 above, and to carry out the aims of this Resolution.
Section 3. This Resolution shall become effective immediately upon its adoption.
The foregoing resolution was offered by Commissioner
its adoption. The motion was seconded by Commissioner
being put to a vote, the vote was as follows:
, who moved
, and upon
Commissioner Bob Diamond
Commissioner Harry Holzberg
Commissioner Billy Joel
Commissioner Michael Stern
Commissioner Luz Urbaez Weinberg
Vice Mayor Zev Auerbach
Mayor Susan Gottlieb
Resolution No. 2005-
Page 2
PASSED AND ADOPTED this 6th day of September, 2005.
Susan Gottlieb, Mayor
Attest:
Teresa M. Soroka, MMC
City Clerk
Approved as to Form and Legal Sufficiency:
r~
City Attorney
2
MUTUAL AID AGREEMENT
Between the City of Florida City Police Department
and the City of Aventura Police Department
WHEREAS, it is the responsibility of the governments of the City of Florida City,
Florida, and the City of Aventura, Florida, to ensure the public safety of their
citizens by providing adequate levels of police services to address any
foreseeable routine or emergency situation; and
WHEREAS, because of the existing and continuing possibility of the occurrence
of law enforcement problems and other natural and manmade conditions which
are, or are likely to be, beyond the control of the services, personnel, equipment
or facilities of the participating municipal police departments; and
WHEREAS, in order to ensure the preparation of these law enforcement
agencies will be adequate to address any and all of these conditions, to protect
the public peace and safety, and to preserve the lives and property of the people
of the participating Dade County municipalities; and
WHEREAS, the participating Dade County municipalities have the authority
under Chapter 23, Florida Statutes, Florida Mutual Aid Act, to enter into a Mutual
Aid Agreement.
NOW, THEREFORE, BE IT KNOWN, that the City of Florida City, subdivision
of the State of Florida, and the undersigned representatives, in consideration of
mutual promises to render valuable aid in times of necessity, do hereby agree to
fully and faithfully abide by and be bound by the following terms and conditions:
1. Short title: Mutual Aid Agreement
2. Description: Since the Mutual Aid Agreement provides for the requesting
and rendering of assistance for both routine and intensive law
enforcement situations, this Mutual Aid Agreement combines the elements
of both a voluntary cooperation agreement and a requested operational
assistance agreement as described in Chapter 23 Florida Statutes,
3. Definitions:
A. Joint declaration: A document which enumerates the various
conditions or situations where aid may be requested or rendered
pursuant to this Agreement, as determined by concerned agency
heads. Subsequent to execution by the concerned agency heads,
the Joint Declaration shall be filed with the clerks of the respective
political subdivisions and shall thereafter become part of this
Agreement. Said declaration may be amended or supplemented
at any time by the agency heads by filing subsequent declarations
with the clerks of the respective political subdivisions.
B. Agency or participating law enforcement agency: Either the
City of Florida City Police Department or the participating
municipal police department.
C, Agency Head: Either the Chief of the City of Florida City Police
Department, or the Chiefs designees, and the Chief of Police of
the participating municipal police department, or the Chiefs
designees.
D. Participating municipal police department: The police
department of any municipality in Dade County, Florida, that has
approved and executed this Agreement upon the approval of the
governing body of the municipality.
E. Certified law enforcement employees: Any law enforcement
employee certified as provided in Chapter 943, Florida Statutes.
4. Operations:
A. In the event that a party to this Agreement is in need of assistance,
as specified in the applicable Joint Declaration, an authorized
representative of the police department requiring assistance shall
notify the agency from which such assistance is requested. The
authorized agency representative whose assistance is sought shall
evaluate the situation and his available resources, and will respond
in a manner deemed appropriate.
B. Each party to this Agreement agrees to furnish necessary man
power, equipment, facilities, and other resources and to render
services to the other party as required to assist the requesting
party in addressing the situation which caused the request;
provided, however, that no party shall be required to deplete,
unreasonably, its own manpower, equipment, facilities, and other
resources and services in rendering such assistance.
C, The agency heads of the participating law enforcement agencies,
or their designees, shall establish procedures for giving control of
the mission definition to the requesting agency, and for giving
tactical control over accomplishing any such assigned mission and
supervisory control over all personnel or equipment provided
pursuant to this Agreement to the providing agency.
5. Powers, Privileges, Immunities, and Costs:
A, All employees of the participating municipal police department,
certified law enforcement employees as defined in Chapter 943,
Florida Statutes, during such time that said employees are
actually providing aid outside of the jurisdictional limits of the
employing municipality pursuant to a request for aid made in
accordance with this Agreement, shall pursuant to the provisions
of Chapter 23, Florida Statutes, have the same powers, duties,
rights, privileges, and immunities as if they were performing their
duties in the political subdivision in which they are regularly
employed.
B. The political subdivision having financial responsibility for the law
enforcement agency providing the services, personnel, equip-
ment, or facilities pursuant to the provisions of this Agreement
shall bear any loss or damage to same and shall pay any and
all expenses incurred in the maintenance and operation of same,
C. The political subdivision having financial responsibility for the law
enforcement agency providing aid pursuant to this Agreement shall
compensate all of its employees rendering aid pursuant to this
Agreement, during the time of rendering of such aid, and shall
defray the actual travel and maintenance expenses of such
employees while they are rendering such aid. Such compensation
shall include any amounts paid or due for compensation due to
personal injury or death while such employees are engaged in
rendering such aid. Such compensation shall also include all
benefits normally due such employees.
D. All exemptions from ordinances and rules, and all pension,
insurance, relief, disability, workers compensation, salary,
death, and other benefits which apply to the activity of such
officers, agents, or employees of any such agency, when
performing their respective functions within the territorial limits
of their respective agencies, shall apply to them to the same
degree, manner, and extent while engaged in the performance
of their functions and duties extraterritorial under the provisions
of this Mutual Aid Agreement. The provision of this Agreement
shall apply with equal effect to paid and auxiliary employees,
6. Indemnification: The political subdivision having financial responsibility
for the law enforcement agency providing aid pursuant to this Agreement
agrees to hold harmless, defend, and indemnify the requesting law
enforcement agency and its political subdivision in any suit, action or claim
for damages resulting from any and all acts or conduct of employees of
said providing agency while providing aid pursuant to this Agreement,
subject to Chapter 768, Florida Statutes, where applicable.
7. Forfeitures: It is recognized that during the course of the operation of the
Agreement, property subject to forfeiture under the Florida Contraband
Forfeiture Act, Florida Statutes, may be seized. The property shall be
seized, forfeited, and equitably distributed among the participating
agencies in proportion to the amount of investigation and participation
performed by each agency. This shall occur pursuant to the provisions of
the Florida Contraband Forfeiture Act.
8. Conflicts: Any conflict between this Agreement and the Florida Mutual
Aid Act will be controlled by the provisions of the latter, whenever
conditions exist that are within the definitions stated in Chapter 23, Florida
Statutes,
9. Effective Date and Duration: This Agreement shall be in effect from
date of signing, through and including January 1, 2011, and under no
circumstances may this Agreement be renewed, amended or extended
except in writing.
10. Cancellation: This Agreement may be canceled by either party upon
sixty (60) days written notice to the other party. Cancellation will be at the
discretion of the chief executive officers of the parties hereto.
A~ND ACKNOWLEDGED this _day of
T W,~,
City Manager, City of Florida City, Fe
,200_.
City Manager, City of Aventura, Florida
ATTEST:
ATTEST:
City Clerk, City of Aventura, Florida
TERESA M. SOROKA, CMC/AAE
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
~Lt~Jr~
City Attorney, City of onda City, FL City Attorney, City of Aventura, Florida
<=
-
-
JOINT DECLARATION
OF THE CHIEF OF THE CITY OF AVENTURA POLICE DEPARTMENT
AND THE CHIEF OF THE CITY OF FLORIDA CITY POLICE DEPARTMENT
PURSUANT TO MUTUAL AID AGREEMENT
A deputy sheriff or police officer of either of the participating law enforcement
agencies shall be considered to be operating under the provisions of the Mutual
Aid Agreement when:
participating in law enforcement activities that are pre planned
and approved by each respective agency head, or
appropriately dispatched in response to a request for assistance
from the other law enforcement agency.
In compliance with, and under the authority of, the Mutual Aid Agreement, hereto
entered into by the City of Aventura, Florida, and the City of Florida City,
Florida, it is hereby declared that the following list comprises the circumstances
and conditions under which mutual aid may be requested and rendered
regarding police operations pursuant to the Agreement. Said list may be
amended or supplemented from time to time, as needs dictate by subsequent
declarations.
1. Joint multi-jurisdictional criminal investigations
2. Civil affray or disobedience, disturbances, riots, large protest
demonstrations, controversial trials, political conventions, labor disputes,
and strikes
3, Any natural disaster
4. Incidents which require rescue operations and crowd and traffic control
measures, including, but not limited to, large-scale evacuations, aircraft
and shipping disasters, fires, explosions, gas line leaks, radiological
incidents, train wrecks and derailments, chemical or hazardous waste
spills, and electrical power failures
5. Terrorist activities including, but not limited to, acts of sabotage
6. Escapes from or disturbances within detention facilities
7, Hostage and barricaded subject situations, and aircraft piracy
8. Control of major crime scenes, area searches, perimeter control, backups
to emergency and in-progress calls, pursuits, and missing persons calls
9, Enemy attack
10. Transportation of evidence requiring security
11. Major events; e.g" sporting events, concerts, parades, fairs, festivals, and
conventions
12. Security and escort duties for dignitaries
13. Emergency situations in which one agency cannot perform its functional
objective
14. Incidents requIring utilization of specialized units; e.g., underwater
recovery, canine, motorcycle, crime scene, marine patrol enforcement or
investigation, and police information
15. Joint training in areas of mutual need
16. Participating in exigent situations without a formal request which are
spontaneous occurrences such as area searches for wanted subjects,
perimeters, crimes in progress, escaped prisoners; traffic stops near
municipal boundaries, request for assistance and no local unit is available
or nearby, calls or transmissions indicating an officer is injured, calls
indicating a crime of incident has occurred in which a citizen may likely be
injured and the assisting municipality is closer to the area than the officer
receiving the call
17. Mutual enforcement of all existing applicable laws and ordinances and
exercise of arrest powers within the area comprising the jurisdictional
waters within respective municipal boundaries
DATE:
of the City of Florida City Police Dept.
City of Florida City, Florida
PEDRO TAYLOR
~~
Chief of City of Aventura Police Dept.,
Aventura, Florida
THOMAS E. RI8EL
ATTEST:
411I
City Clerk, City of Aventura
TERESA M. SOROKA, CMC/AAE
CITY OF AVENTURA
OFFICE OF THE CITY MANAGER
MEMORANDUM
FROM: Eric M. Soroka, ICMA-CM, Cit}\
TO: City Commission
DATE: July 26,2005
SUBJECT: Law Enforcement Mutual Aid Agreement Between the City and
Village of Bal Harbour
September 6, 2005 City Commission Meeting Agenda Item tl
RECOMMENDATION
It is recommended that the City Commission adopt the attached Resolution authorizing
execution of the Law Enforcement Mutual Aid Agreement with the Village of Bal
Harbour.
BACKGROUND
In order to improve cooperative relationships between law enforcement agencies and
provide a mechanism to share police resources in the event of emergencies or certain
demanding situations, Chapter 23, Florida Statutes, Florida Mutual Aid Act allows
agencies to enter into Police Services Mutual Aid Agreements. The various
departments use a basic Mutual Aid Agreement.
The following list comprises the circumstances and conditions under which mutual aid
may be requested:
1. The joint multijurisdictional criminal investigations.
2, Civil affray or disobedience, disturbances, riots, large protest
demonstrations, controversial trials, political conventions, labor disputes
and strikes.
3. Any natural disaster.
4. Incidents which require rescue operations and crowd and traffic control
measures including, but not limited to, large-scale evacuations, aircraft
and shipping disasters, fires explosions, gas line leaks, radiological
incidents, train wrecks and derailments, chemical or hazardous waste
spills, and electrical power failures.
5. Terrorist activities including, but not limited to, acts of sabotage.
6. Escapes from disturbances within detention facilities.
7, Hostage and barricade subject situations, and aircraft piracy.
8. Control of major crime scenes, area searches, perimeter control, back-ups
to emergency and in-process calls, pursuits, and missing person calls.
9. Enemy attack.
10. Transportation of evidence requiring security.
11. Major events, e.g., sporting events, concerts, parades fairs, festivals and
conventions.
12. Security and escort duties for dignitaries.
13. Emergency situations in which one agency cannot perform its functional
objective,
14. Incidents requiring utilization for specialized units, e.g., underwater
recovery, aircraft, canine motorcycle, bomb, crime scene, marine patrol,
and police information.
15. Joint training in areas of mutual need,
The Agreement is beneficial in our mission to protect the safety and quality of life of our
residents.
If you have any questions, please feel free to contact me.
EMS/act
Attachment
CC01391-05
RESOLUTION NO. 2005-_
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF AVENTURA, FLORIDA, AUTHORIZING THE CITY
MANAGER ON BEHALF OF THE CITY TO EXECUTE AND
OTHERWISE ENTER INTO THE ATTACHED MUTUAL AID
AGREEMENT BETWEEN THE CITY OF AVENTURA AND
THE VILLAGE OF BAL HARBOUR FOR LAW
ENFORCEMENT ACTIVITIES; AUTHORIZING THE CITY
MANAGER TO DO ALL THINGS NECESSARY TO CARRY
OUT THE AIMS OF THIS RESOLUTION; AND PROVIDING
FOR AN EFFECTIVE DATE.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
Section 1. The City Manager is hereby authorized on behalf of the City of
Aventura to execute and otherwise enter into that certain Mutual Aid Agreement between
the City of Aventura and the Village of Bal Harbour for law enforcement activities in
substantially the form as attached hereto.
Section 2. The City Manager is hereby authorized to do all things necessary and
expedient in order to effectuate the execution of the attached Agreement described in
Section 1 above. and to carry out the aims of this Resolution.
The foregoing resolution was offered by Commissioner
its adoption. The motion was seconded by Commissioner
being put to a vote, the vote was as follows:
. who moved
, and upon
Commissioner Bob Diamond
Commissioner Harry Holzberg
Commissioner Billy Joel
Commissioner Michael Stern
Commissioner Luz Urbflez Weinberg
Vice Mayor Zev Auerbach
Mayor Susan Gottlieb
Resolution No. 2005-_
Page 2
PASSED AND ADOPTED this 6th day of September, 2005.
Susan Gottlieb, Mayor
Attest:
Teresa M. Soroka, MMC
City Clerk
Approved as to Form and Legal Sufficiency:
r~
City Attorney
2
MUTUAL AID AGREEMENT
Between the Village of Bal Harbour Police Department
and the City of Aventura Police Department
WHEREAS, it is the responsibility of the governments of the Village of Bal
Harbour, Florida, and the City of Aventura, Florida, to ensure the public safety of
their citizens by providing adequate levels of police services to address any
foreseeable routine or emergency situation; and
WHEREAS, because of the existing and continuing possibility of the occurrence
of law enforcement problems and other natural and man made conditions which
are, or are likely to be, beyond the control of the services, personnel, equipment
or facilities of the participating municipal police departments; and
WHEREAS, in order to ensure the preparation of these law enforcement
agencies will be adequate to address any and all of these conditions, to protect
the public peace and safety, and to preserve the lives and property of the people
of the participating Dade County municipalities; and
WHEREAS, the participating Dade County municipalities have the authority
under Chapter 23, Florida Statutes, Florida Mutual Aid Act, to enter into a Mutual
Aid Agreement.
NOW, THEREFORE, BE IT KNOWN, that the Village of Bal Harbour,
subdivision of the State of Florida, and the undersigned representatives, in
consideration of mutual promises to render valuable aid in times of necessity, do
hereby agree to fully and faithfully abide by and be bound by the following terms
and conditions:
1. Short title: Mutual Aid Agreement
2. Description: Since the Mutual Aid Agreement provides for the requesting
and rendering of assistance for both routine and intensive law
enforcement situations, this Mutual Aid Agreement combines the elements
of both a voluntary cooperation agreement and a requested operational
assistance agreement as described in Chapter 23 Florida Statutes.
3. Definitions:
A. Joint declaration: A document which enumerates the various
conditions or situations where aid may be requested or rendered
pursuant to this Agreement, as determined by concerned agency
heads. Subsequent to execution by the concerned agency heads,
the Joint Declaration shall be filed with the clerks of the respective
political subdivisions and shall thereafter become part of this
Agreement. Said declaration may be amended or supplemented
at any time by the agency heads by filing subsequent declarations
with the clerks of the respective political subdivisions.
B. Agency or participating law enforcement agency: Either the
Village of Bal Harbour Police Department or the participating
municipal police department.
C. Agency Head: Either the Chief of the Village of Bal Harbour
Police Department, or the Chiefs designees, and the Chief of
Police of the participating municipal police department, or the
Chiefs designees.
D. Participating municipal police department: The police
department of any municipality in Dade County, Florida, that has
approved and executed this Agreement upon the approval of the
governing body of the municipality.
E. Certified law enforcement employees: Any law enforcement
employee certified as provided in Chapter 943, Florida Statutes.
4. Operations:
A. In the event that a party to this Agreement is in need of assistance,
as specified in the applicable Joint Declaration, an authorized
representative of the police department requiring assistance shall
notify the agency from which such assistance is requested. The
authorized agency representative whose assistance is sought shall
evaluate the situation and his available resources, and will respond
in a manner deemed appropriate,
B. Each party to this Agreement agrees to furnish necessary man
power, equipment, facilities, and other resources and to render
services to the other party as required to assist the requesting
party in addressing the situation which caused the request;
provided, however, that no party shall be required to deplete,
unreasonably, its own manpower, equipment, facilities, and other
resources and services in rendering such assistance,
C. The agency heads of the participating law enforcement agencies,
or their designees, shall establish procedures for giving control of
the mission definition to the requesting agency, and for giving
tactical control over accomplishing any such assigned mission and
supervisory control over all personnel or equipment provided
pursuant to this Agreement to the providing agency.
5. Powers, Privileges, Immunities, and Costs:
A. All employees of the participating municipal police department,
certified law enforcement employees as defined in Chapter 943,
Florida Statutes, during such time that said employees are
actually providing aid outside of the jurisdictional limits of the
employing municipality pursuant to a request for aid made in
accordance with this Agreement, shall pursuant to the provisions
of Chapter 23, Florida Statutes, have the same powers, duties,
rights, privileges, and immunities as if they were performing their
duties in the political subdivision in which they are regularly
employed.
B. The political subdivision having financial responsibility for the law
enforcement agency providing the services, personnel, equip-
ment, or facilities pursuant to the provisions of this Agreement
shall bear any loss or damage to same and shall pay any and
all expenses incurred in the maintenance and operation of same.
C. The political subdivision having financial responsibility for the law
enforcement agency providing aid pursuant to this Agreement shall
compensate all of its employees rendering aid pursuant to this
Agreement, during the time of rendering of such aid, and shall
defray the actual travel and maintenance expenses of such
employees while they are rendering such aid. Such compensation
shall include any amounts paid ordue for compensation due to
personal injury or death while such employees are engaged in
rendering such aid. Such compensation shall also include all
benefits normally due such employees.
D. All exemptions from ordinances and rules, and all pension,
insurance, relief, disability, workers compensation, salary,
death, and other benefits which apply to the activity of such
officers, agents, or employees of any such agency, when
performing their respective functions within the territorial limits
of their respective agencies, shall apply to them to the same
degree, manner, and extent while engaged in the performance
of their functions and duties extraterritorial under the provisions
of this Mutual Aid Agreement. The provision of this Agreement
shall apply with equal effect to paid and auxiliary employees.
6. Indemnification: The political subdivision having financial responsibility
for the law enforcement agency providing aid pursuant to this Agreement
agrees to hold harmless, defend, and indemnify the requesting law
enforcement agency and its political subdivision in any suit, action or claim
for damages resulting from any and all acts or conduct of employees of
said providing agency while providing aid pursuant to this Agreement,
subject to Chapter 768, Florida Statutes, where applicable.
7, Forfeitures: It is recognized that during the course of the operation of the
Agreement, property subject to forfeiture under the Florida Contraband
Forfeiture Act, Florida Statutes, may be seized, The property shall be
seized, forfeited, and equitably distributed among the participating
agencies in proportion to the amount of investigation and participation
performed by each agency. This shall occur pursuant to the provisions of
the Florida Contraband Forfeiture Act.
8. Conflicts: Any conflict between this Agreement and the Florida Mutual
Aid Act will be controlled by the provisions of the latter, whenever
conditions exist that are within the definitions stated in Chapter 23, Florida
Statutes,
9. Effective Date and Duration: This Agreement shall be in effect from
date of signing, through and including January 1, 2011, and under no
circumstances may this Agreement be renewed, amended or extended
except in writing.
10. Cancellation: This Agreement may be canceled by either party upon
sixty (60) days written notice to the other party. Cancellation will be at the
discretion of the chief executive officers of the parties hereto.
LEDGED this _day of
,2005,
City Manager, City of Aventura, Florida
ATTEST:
~~vL.c
Village Clerk, Village of Sal Harbour, FL
ATTEST:
City Clerk, City of Aventura, Florida
TERESA M, SOROKA, CMC/AAE
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
;1
City Attorney, City of Aventura, Florida
...... - -.
....... .
........ .
....... .
........ .
....... .
:::~::::::::
... .....
.,. ....
.... ....
....... .
........ .
....... .
........ .
.................
-
411II
JOINT DECLARATION
OF THE CHIEF OF THE CITY OF AVENTURA POLICE DEPARTMENT
AND THE CHIEF OF THE VILLAGE OF BAL HARBOUR POLICE
DEPARTMENT PURSUANT TO MUTUAL AID AGREEMENT
A deputy sheriff or police officer of either of the participating law enforcement
agencies shall be considered to be operating under the provisions of the Mutual
Aid Agreement when:
participating in law enforcement activities that are preplanned
and approved by each respective agency head, or
appropriately dispatched in response to a request for assistance
from the other law enforcement agency.
In compliance with, and under the authority of, the Mutual Aid Agreement, hereto
entered into by the City of Aventura, Florida, and the Village of Bal Harbour,
Florida, it is hereby declared that the following list comprises the circumstances
and conditions under which mutual aid may be requested and rendered
regarding police operations pursuant to the Agreement. Said list may be
amended or supplemented from time to time, as needs dictate by subsequent
declarations.
1. Joint multi-jurisdictional criminal investigations
2. Civil affray or disobedience, disturbances, riots, large protest
demonstrations, controversial trials, political conventions, labor disputes,
and strikes
3. Any natural disaster
4, Incidents which require rescue operations and crowd and traffic control
measures, including, but not limited to, large-scale evacuations, aircraft
and shipping disasters, fires, explosions, gas line leaks, radiological
incidents, train wrecks and derailments, chemical or hazardous waste
spills, and electrical power failures
5. Terrorist activities including, but not limited to, acts of sabotage
6. Escapes from or disturbances within detention facilities
7. Hostage and barricaded subject situations, and aircraft piracy
8, Control of major crime scenes, area searches, perimeter control, backups
to emergency and in-progress calls, pursuits, and missing persons calls
9. Enemy attack
10. Transportation of evidence requiring security
11. Major events; e.g" sporting events, concerts, parades, fairs, festivals, and
conventions
12. Security and escort duties for dignitaries
13. Emergency situations in which one agency cannot perform its functional
objective
14. Incidents requIring utilization of specialized units; e.g., underwater
recovery, canine, motorcycle, crime scene, marine patrol enforcement or
investigation, and police information
15. Joint training in areas of mutual need
16. Participating in exigent situations without a formal request which are
spontaneous occurrences such as area searches for wanted subjects,
perimeters, crimes in progress, escaped prisoners; traffic stops near
municipal boundaries, request for assistance and no local unit is available
or nearby, calls or transmissions indicating an officer is injured, calls
indicating a crime or incident has occurred in which a citizen may likely be
injured and the assisting municipality is closer to the area than the officer
receiving the call
17. Mutual enforcement of all existing applicable laws and ordinances and
exercise of arrest powers within the area comprising the jurisdictional
waters within respective municipal boundaries
DATE:
DATE:
ief Village of Sal arbour Police Dep!.
Sal Harbour, Florida
THOMAS HUNKER
~^ A.lA J
Chief of City of Aventura Police Dept.,
Aventura, Florida
THOMAS E. RISEL
ATTEST:
~j~~L~ERK
ATTEST:
~
City Clerk, City of Aventura
TERESA M, SOROKA, CMC/AAE
JOINT DECLARATION AMENDMENT UNDER
VILLAGE OF BAL HARBOUR POLlCEI
AVENTURA POLICE
MUTUAL AID AGREEMENT
This Agreement amends the Joint Declaration under the Mutual Aid Agreement
of _ , 2005, to include and permit concurrent marine patrol
related jurisdiction between agencies on the waters, waterways, canals,
channels, rivers, lakes, streams, and any and all other bodies of waters, including
the Intracoastal Waterway (ICW) that fall within either jurisdiction at this or any
future time during the term of this Mutual Aid Agreement.
It will be agreed between both Chiefs of Police of the VILLAGE OF BAL
HARBOUR and the City of Aventura to the following conditions of concurrent
marine patrol related jurisdiction:
1. Both agencies will be permitted to patrol jurisdictional waters of either
jurisdiction, and to take enforcement actions as deemed appropriate
under city, state, and federal laws, rules, and regulations, and to write
boating law violation citations, make arrests, and to attend court on be-
half of the other agency.
2. Both agencies agree that any and all incidents, which require an initial
(preliminary) police offense incident report (OIR), will be completed by
the agency making the initial contact. Any follow-up investigations that
are required are to be completed by the jurisdiction the incident occurred
regardless of which agency completed the original offense incident report.
3. If an arrest is made by one agency that is operating in the jurisdictional
waters of the other agency, and that arrest results in asset forfeiture
proceedings, both agencies agree to a 50-50 share of the final asset
distribution following the payment of all expenses relating to the prose-
cution of the civil case. The jurisdiction of civil forfeiture action shall be
filed by seizing agency.
4. Both agencies have the right to set their own days and hours for marine
patrol and agree to provide assistance and aid to the other agency under
the spirit of Mutual Aid Agreement.
This Amendment shall become effective upon the signing of both Chiefs of Police
and shall remain in effect until either the current Mutual Aid Agreement and Joint
Declaration expires or either agency gives written notice to the other agency to
rescind this Amendment.
I accept the terms and conditions of the aforementioned Amendment to the
current Mutual Aid Agreement and Joint Declaration between the City of
Aventura Police Department and the BAL HARBOUR VILLAGE Police
Department.
Date
, anager
our Village, Flo ida
? <
/
Eric M. Soroka, City Manager
Aventura, Florida
ThOm~ef of Police
City of Aventura Police Dept.
Pfhomas Hunker, Chief of Police
Village of Sal Harbour
(914:Joint Declaration)
. -. - --
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CITY OF AVENTURA
OFFICE OF THE CITY MANAGER
MEMORANDUM
TO: City Commission
FROM: Eric M. Soroka, ICMA-CM, Cit
DATE: August 9,2005
SUBJECT: Law Enforcement Mutual Aid Agreement Between the City and the
City of Sunny Isles Beach
September 6,2005 City Commission Meeting Agenda Item S-F
RECOMMENDATION
It is recommended that the City Commission adopt the attached Resolution authorizing
execution of the Law Enforcement Mutual Aid Agreement with the City of Sunny Isles
Beach.
BACKGROUND
In order to improve cooperative relationships between law enforcement agencies and
provide a mechanism to share police resources in the event of emergencies or certain
demanding situations, Chapter 23, Florida Statutes, Florida Mutual Aid Act allows
agencies to enter into Police Services Mutual Aid Agreements. The various
departments use a basic Mutual Aid Agreement.
The following list comprises the circumstances and conditions under which mutual aid
may be requested:
1. The joint multijurisdictional criminal investigations,
2. Civil affray or disobedience, disturbances, riots, large protest
demonstrations, controversial trials, political conventions, labor disputes
and strikes.
3. Any natural disaster.
4. Incidents which require rescue operations and crowd and traffic control
measures including, but not limited to, large-scale evacuations, aircraft
and shipping disasters, fires explosions, gas line leaks, radiological
incidents, train wrecks and derailments, chemical or hazardous waste
spills, and electrical power failures.
5. Terrorist activities including, but not limited to, acts of sabotage.
6. Escapes from disturbances within detention facilities.
7. Hostage and barricade subject situations, and aircraft piracy.
8, Control of major crime scenes, area searches, perimeter control, back-ups
to emergency and in-process calls, pursuits, and missing person calls.
9. Enemy attack.
10, Transportation of evidence requiring security,
11. Major events, e.g., sporting events, concerts, parades fairs, festivals and
conventions.
12. Security and escort duties for dignitaries,
13. Emergency situations in which one agency cannot perform its functional
objective,
14, Incidents requiring utilization for specialized units, e.g., underwater
recovery, aircraft, canine motorcycle, bomb, crime scene, marine patrol,
and police information.
15. Joint training in areas of mutual need.
The Agreement is beneficial in our mission to protect the safety and quality of life of our
residents,
If you have any questions, please feel free to contact me.
EMS/act
Attachment
CC01402-05
RESOLUTION NO. 2005-_
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF AVENTURA, FLORIDA, AUTHORIZING THE CITY
MANAGER ON BEHALF OF THE CITY TO EXECUTE AND
OTHERWISE ENTER INTO THE ATTACHED MUTUAL AID
AGREEMENT BETWEEN THE CITY OF AVENTURA AND
THE CITY OF SUNNY ISLES BEACH FOR LAW
ENFORCEMENT ACTIVITIES; AUTHORIZING THE CITY
MANAGER TO DO ALL THINGS NECESSARY TO CARRY
OUT THE AIMS OF THIS RESOLUTION; AND PROVIDING
FOR AN EFFECTIVE DATE.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
Section 1. The City Manager is hereby authorized on behalf of the City of
Aventura to execute and otherwise enter into that certain Mutual Aid Agreement between
the City of Aventura and the City of Sunny Isles Beach for law enforcement activities in
substantially the form as attached hereto.
Section 2. The City Manager is hereby authorized to do all things necessary and
expedient in order to effectuate the execution of the attached Agreement described in
Section 1 above, and to carry out the aims of this Resolution.
Section 3. This Resolution shall become effective immediately upon its adoption.
The foregoing resolution was offered by Commissioner
its adoption. The motion was seconded by Commissioner
being put to a vote, the vote was as follows:
. who moved
, and upon
Commissioner Bob Diamond
Commissioner Harry Holzberg
Commissioner Billy Joel
Commissioner Michael Stern
Commissioner Luz Urbaez Weinberg
Vice Mayor Zev Auerbach
Mayor Susan Gottlieb
Resolution No. 2005-
Page 2
PASSED AND ADOPTED this 6th day of September. 2005.
Susan Gottlieb, Mayor
Attest:
Teresa M. Soroka, MMC
City Clerk
Approved as to Form and Legal Sufficiency:
r~
City Attorney
2
MUTUAL AID AGREEMENT
Between the City of Sunny Isles Beach Police Department
and the City of Aventura Police Department
WHEREAS, it is the responsibility of the governments of the City of Sunny Isles
Beach, Florida, and the City of Aventura, Florida, to ensure the public safety of
their citizens by providing adequate levels of police services to address any
foreseeable routine or emergency situation; and
WHEREAS, because of the existing and continuing possibility of the occurrence
of law enforcement problems and other natural and manmade conditions which
are, or are likely to be, beyond the control of the services, personnel, equipment
or facilities of the participating municipal police departments; and
WHEREAS, in order to ensure the preparation of these law enforcement
agencies will be adequate to address any and all of these conditions, to protect
the public peace and safety, and to preserve the lives and property of the people
of the participating Dade County municipalities; and
WHEREAS, the participating Dade County municipalities have the authority
under Chapter 23, Florida Statutes, Florida Mutual Aid Act, to enter into a Mutual
Aid Agreement.
NOW, THEREFORE, BE IT KNOWN, that the City of Sunny Isles Beach,
subdivision of the State of Florida, and the undersigned representatives, in
consideration of mutual promises to render valuable aid in times of necessity, do
hereby agree to fully and faithfully abide by and be bound by the following terms
and conditions:
1, Short title: Mutual Aid Agreement
2. Description: Since the Mutual Aid Agreement provides for the requesting
and rendering of assistance for both routine and intensive law
enforcement situations, this Mutual Aid Agreement combines the elements
of both a voluntary cooperation agreement and a requested operational
assistance agreement as described in Chapter 23 Florida Statutes.
3. Definitions:
A. Joint declaration: A document which enumerates the various
conditions or situations where aid may be requested or rendered
pursuant to this Agreement, as determined by concerned agency
heads, Subsequent to execution by the concerned agency heads,
the Joint Declaration shall be filed with the clerks of the respective
political subdivisions and shall thereafter become part of this
Agreement. Said declaration may be amended or supplemented
at any time by the agency heads by filing subsequent declarations
with the clerks of the respective political subdivisions,
B, Agency or participating law enforcement agency: Either the
City of Sunny Isles Beach Police Department or the participating
municipal police department.
C. Agency Head: Either the Chief of the City of Sunny Isles Beach
Police Department, or the Chief's designees, and the Chief of
Police of the participating municipal police department, or the
Chief's designees,
D. Participating municipal police department: The police
department of any municipality in Dade County, Florida, that has
approved and executed this Agreement upon the approval of the
governing body of the municipality,
E. Certified law enforcement employees: Any law enforcement
employee certified as provided in Chapter 943, Florida Statutes,
4. Operations:
A. In the event that a party to this Agreement is in need of assistance,
as specified in the applicable Joint Declaration, an authorized
representative of the police department requiring assistance shall
notify the agency from which such assistance is requested. The
authorized agency representative whose assistance is sought shall
evaluate the situation and his available resources, and will respond
in a manner deemed appropriate,
B. Each party to this Agreement agrees to furnish necessary man
power, equipment, facilities, and other resources and to render
services to the other party as required to assist the requesting
party in addressing the situation which caused the request;
provided, however, that no party shall be required to deplete,
unreasonably, its own manpower, equipment, facilities, and other
resources and services in rendering such assistance,
C. The agency heads of the participating law enforcement agencies,
or their designees, shall establish procedures for giving control of
the mission definition to the requesting agency, and for giving
tactical control over accomplishing any such assigned mission and
supervisory control over all personnel or equipment provided
pursuant to this Agreement to the providing agency,
5. Powers, Privileges, Immunities, and Costs:
A. All employees of the participating municipal police department,
certified law enforcement employees as defined in Chapter 943,
Florida Statutes, during such time that said employees are
actually providing aid outside of the jurisdictional limits of the
employing municipality pursuant to a request for aid made in
accordance with this Agreement, shall pursuant to the provisions
of Chapter 23, Florida Statutes, have the same powers, duties,
rights, privileges, and immunities as if they were performing their
duties in the political subdivision in which they are regularly
employed,
B. The political subdivision having financial responsibility for the law
enforcement agency providing the services, personnel, equip-
ment, or facilities pursuant to the provisions of this Agreement
shall bear any loss or damage to same and shall pay any and
all expenses incurred in the maintenance and operation of same.
C. The political subdivision having financial responsibility for the law
enforcement agency providing aid pursuant to this Agreement shall
compensate all of its employees rendering aid pursuant to this
Agreement, during the time of rendering of such aid, and shall
defray the actual travel and maintenance expenses of such
employees while they are rendering such aid. Such compensation
shall include any amounts paid or due for compensation due to
personal injury or death while such employees are engaged in
rendering such aid. Such compensation shall also include all
benefits normally due such employees.
D, All exemptions from ordinances and rules, and all pension,
insurance, relief, disability, workers compensation, salary,
death, and other benefits which apply to the activity of such
officers, agents, or employees of any such agency, when
performing their respective functions within the territorial limits
of their respective agencies, .shall apply to them to the same
degree, manner, and extent while engaged in the performance
of their functions and duties extraterritorial under the provisions
of this Mutual Aid Agreement. The provision of this Agreement
shall apply with equal effect to paid and auxiliary employees.
6, Indemnification: The political subdivision having financial responsibility
for the law enforcement agency providing aid pursuant to this Agreement
agrees to hold harmless, defend, and indemnify the requesting law
enforcement agency and its political subdivision in any suit, action or claim
for damages resulting from any and all acts or conduct of employees of
said providing agency while providing aid pursuant to this Agreement,
subject to Chapter 768, Florida Statutes, where applicable,
7, Forfeitures: It is recognized that during the course of the operation of the
Agreement, property subject to forfeiture under the Florida Contraband
Forfeiture Act, Florida Statutes, may be seized. The property shall be
seized, forfeited, and equitably distributed among the participating
agencies in proportion to the amount of investigation and participation
performed by each agency. This shall occur pursuant to the provisions of
the Florida Contraband Forfeiture Act.
8. Conflicts: Any conflict between this Agreement and the Florida Mutual
Aid Act will be controlled by the provisions of the latter, whenever
conditions exist that are within the definitions stated in Chapter 23, Florida
Statutes.
9. Effective Date and Duration: This Agreement shall be in effect from
date of signing, through and including January 1, 2011, and under no
circumstances may this Agreement be renewed, amended or extended
except in writing.
10.
Cancellation: This Agreement may be canceled by either party upon
sixty (60) days written notice to the other party, Cancellation will be at the
discretion of the chief executive officers of the parties hereto.
REED A: lK&~ED this _day of
,200_,
City Manager, City of Aventura, Florida
ATTEST:
~Ar~~.
. ,City Clerk, City of Sunny Isles Beach, FL
ATTEST:
City Clerk, City of Aventura, Florida
TERESA M. SOROKA, CMC/AAE
P. OVED AS TO FORM AND LEGAL SUFFICIENCY:
City Attorney, City of Aventura, Florida
nny Isles Beach, FL
-
~
~
JOINT DECLARATION
OF THE CHIEF OF THE CITY OF AVENTURA POLICE DEPARTMENT
AND THE CHIEF OFTHE CITY OF SUNNY ISLES BEACH POLICE
DEPARTMENT PURSUANT TO MUTUAL AID AGREEMENT
A deputy sheriff or police officer of either of the participating law enforcement
agencies shall be considered to be operating under the provisions of the Mutual
Aid Agreement when:
participating in law enforcement activities that are preplanned
and approved by each respective agency head, or
appropriately dispatched in response to a request for assistance
from the other law enforcement agency.
In compliance with, and under the authority of, the Mutual Aid Agreement, hereto
entered into by the City of Aventura, Florida, and the City of Sunny Isles Beach,
Florida, it is hereby declared that the following list comprises the circumstances
and conditions under which mutual aid may be requested and rendered
regarding police operations pursuant to the Agreement. Said list may be
amended or supplemented from time to time, as needs dictate by subsequent
declarations.
1, Joint multi-jurisdictional criminal investigations
2. Civil affray or disobedience, disturbances, riots, large protest
demonstrations, controversial trials, political conventions, labor disputes,
and strikes
3, Any natural disaster
4. Incidents which require rescue operations and crowd and traffic control
measures, including, but not limited to, large-scale evacuations, aircraft
and shipping disasters, fires, explosions, gas line leaks, radiological
incidents, train wrecks and derailments, chemical or hazardous waste
spills, and electrical power failures
5. Terrorist activities including, but not limited to, acts of sabotage
6. Escapes from or disturbances within detention facilities
7, Hostage and barricaded subject situations, and aircraft piracy
8. Control of major crime scenes, area searches, perimeter control, backups
to emergency and in-progress calls, pursuits, and missing persons calls
9. Enemy attack
10, Transportation of evidence requiring security
11. Major events; e.g., sporting events, concerts, parades, fairs, festivals, and
conventions
12, Security and escort duties for dignitaries
13, Emergency situations in which one agency cannot perform its functional
objective
14. Incidents requIring utilization of specialized units; e.g" underwater
recovery, canine, motorcycle, crime scene, marine patrol enforcement or
investigation, and police information
15. Joint training in areas of mutual need
16. Participating in exigent situations without a formal request which are
spontaneous occurrences such as area searches for wanted subjects,
perimeters, crimes in progress, escaped prisoners; traffic stops near
municipal boundaries, request for assistance and no local unit is available
or nearby, calls or transmissions indicating an officer is injured, calls
indicating a crime of incident has occurred in which a citizen may likely be
injured and the assisting municipality is closer to the area than the officer
receiving the call
17. Mutual enforcement of all existing applicable laws and ordinances and
exercise of arrest powers within the area comprising the jurisdictional
waters within respective municipal boundaries
DATE:
7,/lLAJ-
DATE:
,~
Chief of the ity of Sunny Isles Bea Police Dept.
City of Sunny Isles Beach, FI rid a
FRED MAAS
~AA.L _L~
Chief of City 0 Aventura Police Dept.,
Aventura, Florida
THOMAS E. RIBEL
ATTEST:
~<lAu A tL
City of Sunny Isles Beach, FL, CITY CLERK
ATTEST:
,411
City Clerk, City of Aventura
TERESA M. SOROKA, CMC/AAE
JOINT DECLARATION AMENDMENT UNDER
THE CITY OF SUNNY ISLES BEACH POLICE DEPARTMENTI
AVENTURA POLICE DEPARTMENT
MUTUAL AID AGREEMENT
This Agreement amends the Joint Declaration under the Mutual Aid Agreement
of _, 2005, to include and permit concurrent marine patrol
related jurisdiction between agencies on the waters, waterways, canals,
channels, rivers, lakes, streams, and any and all other bodies of waters, including
the Intracoastal Waterway (ICW) that fall within either jurisdiction at this or any
future time during the term of this Mutual Aid Agreement.
It will be agreed between both Chiefs of Police of the City of Sunny Isles Beach
and the City of Aventura to the following conditions of concurrent marine patrol
related jurisdiction:
1. Both agencies will be permitted to patrol jurisdictional waters of either
jurisdiction, and to take enforcement actions as deemed appropriate
under city, state, and federal laws, rules, and regulations, and to write
boating law violation citations, make arrests, and to attend court on be-
half of the other agency.
2, Both agencies agree that any and all incidents, which require an initial
(preliminary) police offense incident report (OIR), will be completed by
the agency making the initial contact. Any follow-up investigations that
are required are to be completed by the jurisdiction the incident occurred
regardless of which agency completed the original offense incident report.
3. If an arrest is made by one agency that is operating in the jurisdictional
waters of the other agency, and that arrest results in asset forfeiture
proceedings, both agencies agree to a 50-50 share of the final asset
distribution following the payment of all expenses relating to the prose-
cution of the civil case. The jurisdiction of civil forfeiture action shall be
filed by seizing agency.
4. Both agencies have the right to set their own days and hours for marine
patrol and agree to provide assistance and aid to the other agency under
the spirit of Mutual Aid Agreement.
This Amendment shall become effective upon the signing of both Chiefs of Police
and shall remain in effect until either the current Mutual Aid Agreement and Joint
Declaration expires or either agency gives written notice to the other agency to
rescind this Amendment.
I accept the terms and conditions of the aforementioned Amendment to the
current Mutual Aid Agreement and Joint Declaration between the City of
Aventura Police Department and the City of Sunny Isles Beach Police
Department.
7/ L 2./0.r-
Date
, City Manager
y Isles Beach, Florida
Eric M, Soroka, City Manager
Aventura, Florida
~
Thomas E. Ribel, Chief of Police
City of Aventura Police Dept.
red Maas, Chief of Pice
Sunny Isles Beach Police Dept.
(914:Joint Declaration)
~
CITY OF AVENTURA
OFFICE OF THE CITY MANAGER
MEMORANDUM
FROM:
City Commission _ _.E
Eric M. Soroka, ICMA-C~~ Mina! r
August 23, 2005
TO:
DATE:
SUBJECT:
Law Enforcement Mutual Aid Ag ement Between the City and the
City of North Miami
September 6, 2005 City Commission Meeting Agenda Item ..s:=-~
RECOMMENDATION
It is recommended that the City Commission adopt the attached Resolution authorizing
execution of the Law Enforcement Mutual Aid Agreement with the City of North Miami.
BACKGROUND
In order to improve cooperative relationships between law enforcement agencies and
provide a mechanism to share police resources in the event of emergencies or certain
demanding situations, Chapter 23, Florida Statutes, Florida Mutual Aid Act allows
agencies to enter into Police Services Mutual Aid Agreements. The various
departments use a basic Mutual Aid Agreement.
The following list comprises the circumstances and conditions under which mutual aid
may be requested:
1. The joint multijurisdictional criminal investigations.
2. Civil affray or disobedience, disturbances, riots, large protest
demonstrations, controversial trials, political conventions, labor disputes
and strikes.
3. Any natural disaster,
4. Incidents which require rescue operations and crowd and traffic control
measures including, but not limited to, large-scale evacuations, aircraft
and shipping disasters, fires explosions, gas line leaks, radiological
incidents, train wrecks and derailments, chemical or hazardous waste
spillS, and electrical power failures.
5. Terrorist activities including, but not limited to, acts of sabotage,
6. Escapes from disturbances within detention facilities.
7, Hostage and barricade subject situations, and aircraft piracy.
8, Control of major crime scenes, area searches, perimeter control, back-ups
to emergency and in-process calls, pursuits, and missing person calls.
9. Enemy attack.
10. Transportation of evidence requiring security.
11. Major events, e.g., sporting events, concerts, parades fairs, festivals and
conventions.
12. Security and escort duties for dignitaries.
13. Emergency situations in which one agency cannot perform its functional
objective,
14, Incidents requiring utilization for specialized units, e.g., underwater
recovery, aircraft, canine motorcycle, bomb, crime scene, marine patrol,
and police information.
15. Joint training in areas of mutual need.
The Agreement is beneficial in our mission to protect the safety and quality of life of our
residents.
If you have any questions, please feel free to contact me.
EMS/act
Attachment
CC01401-05
RESOLUTION NO. 2005-_
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF AVENTURA, FLORIDA, AUTHORIZING THE CITY
MANAGER ON BEHALF OF THE CITY TO EXECUTE AND
OTHERWISE ENTER INTO THE ATTACHED MUTUAL AID
AGREEMENT BETWEEN THE CITY OF AVENTURA AND
THE CITY OF NORTH MIAMI FOR LAW ENFORCEMENT
ACTIVITIES; AUTHORIZING THE CITY MANAGER TO DO
ALL THINGS NECESSARY TO CARRY OUT THE AIMS OF
THIS RESOLUTION; AND PROVIDING FOR AN EFFECTIVE
DATE.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
Section 1, The City Manager is hereby authorized on behalf of the City of
Aventura to execute and otherwise enter into that certain Mutual Aid Agreement between
the City of Aventura and the City of North Miami for law enforcement activities in
substantially the form as attached hereto.
Section 2. The City Manager is hereby authorized to do all things necessary and
expedient in order to effectuate the execution of the attached Agreement described in
Section 1 above, and to carry out the aims of this Resolution.
Section 3. This Resolution shall become effective immediately upon its adoption.
The foregoing resolution was offered by Commissioner
its adoption. The motion was seconded by Commissioner
being put to a vote, the vote was as follows:
, who moved
, and upon
Commissioner Bob Diamond
Commissioner Harry Holzberg
Commissioner Billy Joel
Commissioner Michael Stern
Commissioner Luz Urbaez Weinberg
Vice Mayor Zev Auerbach
Mayor Susan Gottlieb
Resolution No. 2005-_
Page 2
PASSED AND ADOPTED this 6th day of September, 2005.
Susan Gottlieb, Mayor
Attest:
Teresa M. Soroka, MMC
City Clerk
Approved as to Form and Legal Sufficiency:
f~
City Attorney
2
MUTUAL AID AGREEMENT
Between the North Miami Police Department
and the City of Aventura Police Department
WHEREAS, it is the responsibility of the governments of the City of North
Miami, Florida, and the City of Aventura, Florida, to ensure the public safety of
their citizens by providing adequate levels of police services to address any
foreseeable routine or emergency situation; and
WHEREAS, because of the existing and continuing possibility of the occurrence
of law enforcement problems and other natural and manmade conditions which
are, or are likely to be, beyond the control of the services, personnel, equipment
or facilities of the participating municipal police departments; and
WHEREAS, in order to ensure the preparation of these law enforcement
agencies will be adequate to address any and all of these conditions, to protect
the public peace and safety, and to preserve the lives and property of the people
of the participating Dade County municipalities; and
WHEREAS, the participating Dade County municipalities have the authority
under Chapter 23, Florida Statutes, Florida Mutual Aid Act, to enter into a Mutual
Aid Agreement.
NOW, THEREFORE, BE IT KNOWN, that the City of North Miami, subdivision
of the State of Florida, and the undersigned representatives, in consideration of
mutual promises to render valuable aid in times of necessity, do hereby agree to
fully and faithfully abide by and be bound by the following terms and conditions:
1. Short title: Mutual Aid Agreement
2. Description: Since the Mutual Aid Agreement provides for the requesting
and rendering of assistance for both routine and intensive law
enforcement situations, this Mutual Aid Agreement combines the elements
of both a voluntary cooperation agreement and a requested operational
assistance agreement as described in Chapter 23 Florida Statutes.
3. Definitions:
A. Joint declaration: A document which enumerates the various
conditions or situations where aid may be requested or rendered
pursuant to this Agreement, as determined by concerned agency
heads. Subsequent to execution by the concerned agency heads,
the Joint Declaration shall be filed with the clerks of the respective
political subdivisions and shall thereafter become part of this
Agreement. Said declaration may be amended or supplemented
at any time by the agency heads by filing subsequent declarations
with the clerks of the respective political subdivisions,
8, Agency or participating law enforcement agency: Either the
City of North Miami Police Department or the participating
municipal police department.
C. Agency Head: Either the Chief of the City of North Miami Police
Department, or the Chiefs designees, and the Chief of Police of the
participating municipal police department, or the Chiefs designees.
D. Participating municipal police department: The police
department of any municipality in Dade County, Florida, that has
approved and executed this Agreement upon the approval of the
governing body of the municipality.
E. Certified law enforcement employees: Any law enforcement
employee certified as provided in Chapter 943, Florida Statutes.
4. Operations:
A. in the event that a party to this Agreement is in need of assistance,
as specified in the applicable Joint Declaration, an authorized
representative of the police department requiring assistance shall
notify the agency from which such assistance is requested. The
authorized agency representative whose assistance is sought shall
evaluate the situation and his available resources, and will respond
in a manner deemed appropriate.
8. Each party to this Agreement agrees to furnish necessary man
power, equipment, facilities, and other resources and to render
services to the other party as required to assist the requesting
party in addressing the situation which caused the request;
provided, however, that no party shall be required to deplete,
unreasonably, its own manpower, equipment, facilities, and other
resources and services in rendering such assistance.
C. The agency heads of the participating law enforcement agencies,
or their designees, shall establish procedures for giving control of
the mission definition to the requesting agency, and for giving
tactical control over accomplishing any such assigned mission and
supervisory control over all personnel or equipment provided
pursuant to this Agreement to the providing agency.
5. Powers, Privileges, immunities, and Costs:
A. All employees of the participating municipal police department,
certified law enforcement employees as defined in Chapter 943,
Florida Statutes, during such time that said employees are
actually providing aid outside of the jurisdictional limits of the
employing municipality pursuant to a request for aid made in
accordance with this Agreement, shall pursuant to the provisions
of Chapter 23, Florida Statutes, have the same powers, duties,
rights, privileges, and immunities as if they were performing their
duties in the political subdivision in which they are regularly
employed.
B. The political subdivision having financial responsibility for the law
enforcement agency providing the services, personnel, equip-
ment, or facilities pursuant to the provisions of this Agreement
shall bear any loss or damage to same and shall pay any and
all expenses incurred in the maintenance and operation of same,
C. The political subdivision having financial responsibility for the law
enforcement agency providing aid pursuant to this Agreement shall
compensate all of its employees rendering aid pursuant to this
Agreement, during the time of rendering of such aid, and shall
defray the actual travel and maintenance expenses of such
employees while they are rendering such aid. Such compensation
shall include any amounts paid or due for compensation due to
personal injury or death while such employees are engaged in
rendering such aid. Such compensation shall also include all
benefits normally due such employees.
D. All exemptions from ordinances and rules, and all pension,
insurance, relief, disability, workers compensation, salary,
death, and other benefits which apply to the activity of such
officers, agents, or employees of any such agency, when
performing their respective functions within the territorial limits
of their respective agencies, shall apply to them to the same
degree, manner, and extent while engaged in the performance
of their functions and duties extraterritorial under the provisions
of this Mutual Aid Agreement. The provision of this Agreement
shall apply with equal effect to paid and auxiliary employees.
6. Indemnification: The political subdivision having financial responsibility
for the law enforcement agency providing aid pursuant to this Agreement
agrees to hold harmless, defend, and indemnify the requesting law
enforcement agency and its political subdivision in any suit, action or claim
for damages resulting from any and all acts or conduct of employees of
said providing agency while providing aid pursuant to this Agreement,
subject to Chapter 768, Florida Statutes, where applicable.
7. Forieitures: It is recognized that during the course of the operation of the
Agreement, property subject to forfeiture under the Florida Contraband
Forfeiture Act, Florida Statutes, may be seized. The property shall be
seized, forfeited, and equitably distributed among the participating
agencies in proportion to the amount of investigation and participation
performed by each agency. This shall occur pursuant to the provisions of
the Florida Contraband Forfeiture Act.
8. Conflicts: Any conflict between this Agreement and the Florida Mutual
Aid Act will be controlled by the provisions of the latter, whenever
conditions exist that are within the definitions stated in Chapter 23, Florida
Statutes.
9, Effective Date and Duration: This Agreement shall be in effect from
date of signing, through and including January 1, 2011, and under no
circumstances may this Agreement be renewed, amended or extended
except in writing.
10.
Cancellation: This Agreement may be canceled by either party upon
sixty (60) days written notice to the other party, Cancellation will be at the
discretion of the chief executive officers of the partie hereto.
NOWLEDGED this ;;"5 day of , 2005.
-/
City Manager, City of North Miami, FL
City Manager, City of Aventura, Florida
0~ CityC
'U~
ATTEST:
City Clerk, City of Aventura, Florida
TERESA M. SOROKA, CMC/AAE
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
City Attorney, City of Aventura, Florida
411
.-
~
JOINT DECLARATION
OF THE CHIEF OF THE CITY OF AVENTURA POLICE DEPARTMENT
AND THE CHIEF OF THE CITY OF NORTH MIAMI POLICE DEPARTMENT
PURSUANT TO MUTUAL AID AGREEMENT
A deputy sheriff or police officer of either of the participating law enforcement
agencies shall be considered to be operating under the provisions of the Mutual
Aid Agreement when:
participating in law enforcement activities that are preplanned
and approved by each respective agency head, or
appropriately dispatched in response to a request for assistance
from the other law enforcement agency,
In compliance with, and under the authority of, the Mutual Aid Agreement, hereto
entered into by the City of Aventura, Florida, and the City of North Miami,
Florida, it is hereby declared that the following list comprises the circumstances
and conditions under which mutual aid may be requested and rendered
regarding police operations pursuant to the Agreement. Said list may be
amended or supplemented from time to time, as needs dictate by subsequent
declarations.
1. Joint multi-jurisdictional criminal investigations
2. Civil affray or disobedience, disturbances, riots, large protest
demonstrations, controversial trials, political conventions, labor disputes,
and strikes
3. Any natural disaster
4, Incidents which require rescue operations and crowd and traffic control
measures, including, but not limited to, large-scale evacuations, aircraft
and shipping disasters, fires, explosions, gas line leaks, radiological
incidents, train wrecks and derailments, chemical or hazardous waste
spills, and electrical power failures
5. Terrorist activities including, but not limited to, acts of sabotage
6. Escapes from or disturbances within detention facilities
7. Hostage and barricaded subject situations, and aircraft piracy
8. Control of major crime scenes, area searches, perimeter control, backups
to emergency and in-progress calls, pursuits, and missing persons calls
9. Enemy attack
10. Transportation of evidence requiring security
11. Major events; e.g., sporting events, concerts, parades, fairs, festivals, and
conventions
12. Security and escort duties for dignitaries
13. Emergency situations in which one agency cannot perform its functional
objective
14. Incidents reqUiring utilization of specialized units; e.g., underwater
recovery, canine, motorcycle, crime scene, marine patrol enforcement or
investigation, and police information
15. Joint training in areas of mutual need
16. Participating in exigent situations without a formal request which are
spontaneous occurrences such as area searches for wanted subjects,
perimeters, crimes in progress, escaped prisoners; traffic stops near
municipal boundaries, request for assistance and no local unit is available
or nearby, calls or transmissions indicating an officer is injured, calls
indicating a crime or incident has occurred in which a citizen may likely be
injured and the assisting municipality is closer to the area than the officer
receiving the call
17. Mutual enforcement of all existing applicable laws and ordinances and
exercise of arrest powers within the area comprising the jurisdictional
waters within respective municipal boundaries
DATE:
Chief of City ~ Dept.,
Aventura, Florida
THOMAS E, RIBEL
~
ATTEST:
.
City Clerk, City of Aventura
TERESA M, SOROKA, CMC/AAE
CITY OF AVENTURA
CITY MANAGER'S OFFICE
MEMORANDUM
TO: City Commission
FROM:
Eric M. Soroka, Cit
ger
BY: cts Manager
DATE: August 22,2005
SUBJECT: Recommendation - Work Authorization No. 01-0103-056
Professional Design Services for Miami Gardens Drive Extension
Improvements
September 6,2005 City Commission Meeting Agenda Item 5-1+
Recommendation
It is recommended that the City Commission adopt the attached Resolution authorizing
the execution pf Work Authorization No, 01-0103-056 to Craven Thompson and
Associates, Inc. for Professional Services for the design of street lighting, landscaping
and irrigation improvements inclusive of construction administration relating to the
Miami Gardens Drive Extension project. The amount of the contract is for $55,000. This
project is included in the Capital Improvements Program for the 2005/06 fiscal years.
Backaround
The project is to be designed in accordance with the City's Capital Improvement
Program approved by the City Commission, In particular, design plans will address
street lighting and landscaping improvements on the Miami Gardens Drive Extension
project from NE 28th Court to Biscayne Boulevard. The work authorization provides
services applicable to electrical and landscape design, permitting, bidding, and
construction services, The proposed budget is $525,000.
If you have any questions or need any additional information, please feel free to contact
me.
RESOLUTION NO. 2005-_
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, AUTHORIZING THE CITY
MANAGER TO EXECUTE THE ATTACHED WORK
AUTHORIZATION NO. 01-0103-056 FOR PROFESSIONAL
DESIGN SERVICES FOR THE MIAMI GARDENS DRIVE
EXTENSION PROJECT BY AND BETWEEN THE CITY OF
AVENTURA AND CRAVEN THOMPSON AND
ASSOCIATES, INC.; AND PROVIDING AN EFFECTIVE
DATE.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA:
Section 1. That the City Manager is hereby authorized to execute the attached
Work Authorization No, 01-0103-056 ($55,000.00) for professional design services by
and between the City and Craven Thompson and Associates, Inc.
Section 2. That the City Manager is authorized to do all things necessary to
carry out the aims of this Resolution.
Section 3, This Resolution shall become effective immediately upon its
adoption.
The foregoing Resolution was offered by Commissioner
moved its adoption. The motion was seconded by Commissioner
upon being put to a vote, the vote was as follows:
, who
, and
Commissioner Bob Diamond
Commissioner Harry Holzberg
Commissioner Billy Joel
Commissioner Michael Stern
Commissioner Luz Urbaez Weinberg
Vice Mayor Zev Auerbach
Mayor Susan Gottlieb
Resolution No. 2005-_
Page 2
PASSED AND ADOPTED this 6lh day of September, 2005.
Susan Gottlieb, Mayor
Attest:
Teresa M. Soroka, MMC
City Clerk
Approved as to Form and Legal Sufficiency:
fv
City Attorney
2
WORK AUTHORIZATION NO. 01-0103-056
The City of Aventura has requested Work Authorization No. 01-0103-056 as provided for in the
Agreement between the City of Aventura and Craven Thompson and Associates, Inc. and
approved by the City Commission on July 3, 2001.
This Work Authorization No 01-0103-056 provides for technical services in accordance with
Articles 3, 4, 6, 7 and 8 of the Agreement as further detailed in the scope of services in Exhibit A.
Payment for such services shall be in accordance with Article 5 of the Agreement.
Desisrn Develooment Phase
Landscape Design Development ........,..,.........,.....,......,...........,.........,..................... $3,600.00
Street Lighting Design Development ................................................,...................... $2,200.00
Coordination with City ..... ......... ...... ...... ...... ,... ......... .... ,.. ......,.. ................... ...........,.... $500.00
Total Design Development Phase ..........................................................................$6,300.00
Construction Documents Phase
Prepare CD's for Landscaping & Irrigation .....,.......................................................$8,500,00
Prepare CD's for Street Lighting and Electrical System...................................,......$5,800.00
Permitting Assistance ......... ........ ......... ...... ......... ....... ............ ............................ ....... $2,500.00
Project Management............................,............................................,.............,......... $3.500.00
Total Design Phase ...............................................................................................$20,300.00
Bidding Phase
Prepare Bid Documentstrechnical Specifications ...................................................$2.500,00
Total Bidding Phase ...............................................................................................$2,500.00
Construction Phase
Attend Preconstmction Conference.. ............ ....... ...... ...................................... ............ $600.00
Site Visits............. .............. ....... ....... ......................... ................ .... ........... ....... ....... $14,600.00
Contract Administration..... ........ .................. .......... ......... '" ........... ........ .......... ......... $8,500 ,00
Project Closeout Documentation...... ......... .......... ... .......... .............. .......... .... ............... $800.00
Total Construction Phase..................................................................................... $24,500.00
Reimbursable Exoenses
Printing, Graphics, Communications, Travel............................................................,.$800,00
Couriers, Express Mail, Etc...... ..... ,............ ........... ........ ... ............. ............... ............... $600.00
Total Reimbursable Expenses ...............................................................................$1,400.00
Total Estimated Labor Expenses are ...................................................................... $53,600.00
Total Estimated Reimbursable Expenses are............................................................$1,400.00
The time period for this work authorization will be:
Design Development Phase........................................60 Days
Construction Documents Phase..................................30 Days
Bidding Phase.............,..........................................,....45 Days
Construction Phase (Estimate) .................................180 Days
BY
BY
City Clerk
City Manager
Teresa M. Soroka. MMC
Eric M, Soroka. ICMA-eM
day of
,2005
APPROVED AS TO FORM
BY
Notice to Proceed_ Yes
No
City Attorney
Weiss Serota Helfman Pastoriza
& Guedes, P.A.
Project Initiation Date
RECOMMENDED through its
Capital Projects Manager
BY ~fJo~
Capital Projects Manager
Antonio F. Tomei
'l. '2. day of ~. , 2005
EXHIBIT "A"
Consultant shall prepare design drawings and specifications for landscaping, irrigation and street
lighting/electrical improvements to the City owned right-of-way of Miami Gardens Drive from
NE 28th Court to Biscayne Boulevard. The scope of services shall include the design and
construction services for new street lights and electrical; landscape architectural design; and an
irrigation system. The plans shall be based on roadway drawings to be provided by Ford
Engineers, Inc., dated 6/15/05. Consultant shall also assist City in obtaining the required permits
for construction of the roadway. In addition, Consultant shall prepare bid documents for
construction of the street lighting and landscape and irrigation improvements for the entire
roadway length, as well as the roadway improvements from Station 10+58 to Station 17+20.
Consultant shall provide construction administration services for this portion of the work.
Engineering drawings for the roadway work will be prepared and provided by Ford Engineers,
Inc. under a separate contract and is not part of this Work Authorization. Subconsulatnt services
for the street lighting design and landscape and irrigation design shall be provided by O'Leary
Richards Design Associates, Inc. and Hillers Electrical Engineering, Inc. Consultant will more
specifically perform the following:
Landscaoe Architecture Services:
. Design Development Phase:
. Prepare landscape plan that defines the location of proposed plant material and
proposed plant palette.
. Prepare a Preliminary Statement of Probable Construction Cost.
. Construction Documents Phase:
. Prepare detailed landscape plans that defme the location, variety, size, quality,
and quantity of all proposed vegetation.
. Prepare landscape specifications suitable for bidding.
. Prepare a detailed irrigation plan with specifications suitable for bidding.
. Prepare a Final Statement of Probable Construction Cost.
. Bidding Phase:
. Attend pre-bid conference.
. Respond to Bidder inquires.
. Construction Administration Phase:
. Attend pre-construction conference.
. Attend construction progress meetings, as needed.
. Complete periodic observation of the landscape and irrigation installation.
. Select/approve specimen plant material.
. Complete final landscape and irrigation inspection, including preparation of final
punch list.
Electrical Emrlneerin2 Services:
. Design Development Phase and Construction Documents Phase:
. Design shall be based on utilizing the City approved luminarie/pole, The lighting
design lighting levels shall be per the City's Code.
. The electrical system design shall be based on the City electrical codes and the
NEC.
. Provide electrical calculations and lighting calculations that include point-by-
point lighting calculations reflecting proposed four lane roadway only.
. Does not include any type of pathway or parking lot lighting systems.
o Design and coordination meetings with FPL and City.
. Design electrical service points, luminarie!poles installations, circuits and conduit
systems for roadway lighting. Includes installation details and plan layouts.
. Provide electrical & lighting design to the City on AutoCad 2003,
. Design Irrigation Electrical Service.
. Prepare Engineer's Cost Estimate.
. Provide one (1) set of specifications and plans on full size reproducible for each
electrical/lighting submittal 90%, 100 % review and 100% bid set. Also one (1)
hard copy specifications and bid items shall be provided to the City,
o Bidding and Construction Administration Phase:
. Attend pre-bid conference.
. Respond to Bidder inquires.
. Attend pre-construction conference.
. Shop drawing review
. Complete periodic site visits during construction.
. Perfonn a final inspection of project.
Proiect Manlll!ement Services
o Project management services shall include:
. Coordination with City and subconsultants on preparation of design drawings.
. Review of Miami Gardens Drive Connector Improvements - Joint Participation
Agreement between the City and Miami-Dade County and assistance to the City
in meeting the requirements and guidelines of the Agreement, including:
o Implementing the standards of Miami-Dade County standards in the
design drawings for the street lighting and landscape and irrigation plans,
o Review of roadway plans for compliance with required standards.
. IdentifYing necessary pennits and utility adjustments.
· Obtaining required pennits and/or approvals.
. Prepare bid documents to include provisions of the Agreement for
Community Small Business Enterprise (CSBE); Community Business
Enterprise (CBE); Community Workforce Programs (CWP); and 15%
contingency fund.
o Assist in preparing evaluation of the bids for review by the County
Public Works Department.
. Provide construction administration and inspection services.
. Provide Statement of Completion pursuant to the design plans,
specifications and approved change orders.
CITY OF AVENTURA
COMMUNITY SERVICES DEPARTMENT
MEMORANDUM
TO:
FROM:
City Commission ..s::=
Eric M. Soroka, ICMA-CM, q;tY~ge
Robert M, Sherman, Director 0
ity servi~~
BY:
DATE: August 9, 2005
SUBJECT: Bid No. 05-07-27-2 Custodial Services for City Facilities
September 6, 2005 City Commission Meeting Agenda Item ..5.::.r
Recommendation
It is recommended that the City Commission adopt the attached resolution awarding
Bid No. 05-07-27-2, Custodial Services for City Facilities to the lowest responsible and
responsive bidder, Kelly Janitorial Systems, Inc. for the annual price of $166,654.32.
Backaround
In accordance with the City's Purchasing Ordinance, bids for these services were
solicited, advertised and opened on July 27, 2005. This bid asked for private firms to
provide daily, weekly, monthly and quarterly custodial services for City facilities for an
initial two year term, with an option to renew for two additional two year terms, at the
City's sole discretion. These facilities include the Government Center, Founders Park,
Community Recreation Center and Charter School. The bid was advertised in the local
newspapers and via the internet on DEMANDSTAR. Five bids were received and they
are summarized as follows:
Chi-Ada Corporation
Kelly Janitorial Systems, Inc.
Cleaning Systems, Inc.
South Florida Maintenance
Kleen Master
Annual Cost
$ 161,728.00
166,654,32
250,200.00
274,056.00
330,000,00
Chi-Ada Corporation, the apparent low bidder was removed from consideration as their
bid was deemed non-responsive and incomplete as the following required documents
were either missing or incomplete:
City Commission
August 9, 2005
Page Two
Non-Collusion Affidavit
Certificate of Authority for a corporation
Bidder Qualification Statement
Public Entity Crimes Statement
Workers Compensation section of Certificate of Insurance was missing.
The Charter Middle School wing was listed as an alternate facility, and the entire
building was included in their base bid.
Exterior window cleaning price for the Government Center was not viable
compared to previous pricing and the other bids,
For these reasons, the City's Purchasing Agent recommended and the City Attorney
confirmed that the second lowest bidder may lawfully be recommended for selection in
light of the non-responsive nature of the first lowest bidder.
Kelly Janitorial Systems, the second lowest bidder, provided a complete bid package for
consideration. In addition, they have agreed to hold their prices firm for the entire
contract period of six years, should the City decide to exercise the right to extend the
contract beyond the initial two year period.
Kelly Janitorial is the City's current custodial services contractor, who has proven to be
reliable, dependable, and has responded appropriately to all circumstances and
locations when the City has needed their services. If you have any additional
questions, please feel free to contact me.
RMSlgf
Attachments
RMS05041
RESOLUTION NO. 2005-_
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF AVENTURA, FLORIDA AWARDING AND LETTING A
BID/CONTRACT FOR BID NO. 05-07-27-2, CUSTODIAL
SERVICES FOR CITY FACILITIES TO KELLY JANITORIAL
SYSTEMS, INC. AT THE ANNUAL BID PRICE OF $166,654.32;
AUTHORIZING THE CITY MANAGER TO EXECUTE
ASSOCIATED CONTRACTS; AUTHORIZING THE CITY
MANAGER TO TAKE NECESSARY AND EXPEDIENT ACTION
TO CARRY OUT THE AIMS OF THIS RESOLUTION;
PROVIDING FOR THE APPROPRIATION AND ALLOCATION
OF FUNDS FOR SAID BID AWARD; AND PROVIDING FOR
AN EFFECTIVE DATE.
WHEREAS, the City Manager of the City of Aventura, Florida, has, pursuant to
the various laws of the State of Florida and the Code of the City of Aventura, properly
solicited and accordingly accepted bids for BID NO. 05-07-27-2, CUSTODIAL
SERVICES FOR CITY FACILITIES; and
WHEREAS, sealed bids have been submitted to and received by the City
pursuant to the City's Invitation to Bid/Notice to Bidders, specifications, proposals, and
requirements for the projecUwork as cited above; and
WHEREAS, staff has determined that Kelly Janitorial Systems, Inc., has
submitted the lowest responsible and responsive bid for said projecUwork; and
WHEREAS, the City Commission, upon the recommendation of the City
Manager, is therefore desirous of awarding said bid/contract to said lowest responsible
and responsive bidder.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA:
Section 1: That bid/contract for BID NO. 05-07-27-2, CUSTODIAL SERVICES
FOR CITY FACILITIES, is hereby awarded to Kelly Janitorial Systems, Inc, in the
amount of $166,654.32.
Resolution No. 2005
Page 2
Section 2: The City Manager is hereby authorized to execute, on behalf of the
City, a contract by and between the parties embodying the terms, conditions,
specifications as set forth in the subject Invitation to Bid/Notice to Bidders, bid
specifications, bid proposal and bid requirements, and said parties shall execute said
prepared contract on behalf of the City.
Section 3: That the City Manager is hereby authorized and requested to take
all necessary and expedient action to carry out the aims of this Resolution in awarding
this bid/contract.
Section 4: That the funds to be allocated and appropriated pursuant hereto
and for the purpose of carrying out the tenets of this Resolution shall be from the
General Fund Line Item Nos. 001-9001-590-3410 and 001-5001-539-4620; and the
Charter School Fund Line Item No. 190-6008-569-4635.
Section 5: This Resolution shall be effective immediately upon its adoption.
, who moved
and
The foregoing resolution was offered by Commissioner
its adoption. The motion was seconded by Commissioner
upon being put to a vote, the vote was as follows:
Commissioner Bob Diamond
Commissioner Harry Holzberg
Commissioner Billy Joel
Commissioner Michael Stern
Commissioner Luz Urbaez-Weinberg
Vice Mayor Zev Auerbach
Mayor Susan Gottlieb
Resolution No. 2005-_
Page 3
PASSED AND ADOPTED this 6t:h day of September, 2005,
Susan Gottlieb, Mayor
Attest:
Teresa M. Soroka, MMC
City Clerk
Approved as to Form and Legal Sufficiency:
if\A h'Y\ ~
City Attorney
3
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CITY OF A VENTURA
RECEIVED
AUG - Ii 2005
COMMUNI i 'r SERvICE
FINANCE SUPPORT SERVICES
MEMORANDUM
TO:
DATE:
Robert Sherman, Director, Community Servi
Harry K~tor, Finance Support Services
Jeff Shields, Purchasing Age~
August 5, 2005
THROUGH:
FROM:
SUBJECT:
Bid #05-07-27-2, Custodial Services for City Facilities
After reviewing the submittals for the above referenced bid, I feel that the low
bidder, Chi-Ada Corporation should be removed from consideration for the
following reasons:
1. Section 00454, Non-Collusion Affidavit is not filled out as required. The
fact that a blank form is notarized is also illegal under Florida law.
2. Certificate of Authority for a corporation has not been completed as
required.
3. Section 00450, Bidder Qualification Statement has not been fully
completed. One page was completely left blank, including sections
showing current workload,
4, Based on the City's experience over the past five (5) years, the pricing
submitted in the Schedule of Values, Optional Services, section 4 is totally
unrealistic. Since the City will most like require some or all of these
services over the course of the contract, they must be considered in the
overall acceptability of the submittal.
5. Although the Charter Middle School was listed as an alternate facility, the
bidder included it in their base price.
6. In the Public Entity Crimes Statement, section 6 was not completed.
7. On the Certificate of Liability Insurance submitted, there is no Workers
Compensation as specified in Section 00700 of the bid documents.
Taken individually, the above could be considered as minor irregularities, but in
their totality, I feel that waiving them could be construed as giving them an unfair
advantage over the other bidders. For this reason, I recommend that Chi-Ada
Corporation's bid be considered nonresponsive.
Page 1 of 1
Robert Sherman
From: David M. Wolpin [David@wsh-Iaw.com]
Sent: Friday, July 29,20054:49 PM
To: Robert Sherman
Subject: Janitorial Service Bid
Bob-this shall serve to confirm that the second lowest bidder may lawfully be recommended for selection in
light of the non- responsive nature of the first lowest bid.
David M. Wolpin, Esq.
Weiss Serota Helfman
Pastoriza Cole & Boniske, PA
2665 South Bayshore Drive
Suite 420
Miami, FL 33133
Phone: (305)854-0800
Fax: (305)854-2323
E-mail: DWolpin@wsh-JJ\w.com
This message, together with any attachments, is intended only for the addressee. It may contain information which is legally
privileged, confidential and exempt from discloSW"e. If you are not the intended recipient, you are hereby notified that any
disclosure, copying, distribution, use or any action or reliance on this communication is strictly prohibited. If you have
received this email in error, please notify the sender inunediately by telephone at (305) 854-0800 or by return email and
delete the message along with any attachments.
7/29/2005
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SECTION 01000
TECHNICAL SPECIFICATIONS
GENERAL
A. INTENT
It is the intent of the City that these premises be maintained at a high standard of
cleanliness. All materials and equipment required for cleaning, including floor finishes
and restroom chemicals shall be of acceptable industrial quality and are subject to
approval by the City. The following standards are therefore intended to indicate the
acceptable minimum level of services as directed in the cleaning specifications. Further,
cleaning frequencies set forth in these specifications are meant to be working guidelines
for specific areas, dependent upon type and frequency of use. These standards are not to
be construed as complete, and all items not specifically included but found necessary to
properly clean the building(s) shall be included as though written into these
specifications.
B. CLEAN
The tenn "clean" as defined generally shall be construed to mean the removal of trash,
dirt, dust, lint, marks, stains and spots at the City's sole discretion. This general
definition is exclusive.
C. SAFETY
The Supervisor/Contractor will be responsible for instructing his employees in safety measures considered
appropriate. Personnel will not place or use mops, brooms, or any equipment in traffic lanes or other
locations in such a manner as to create safety hazards. They will provide, place and remove appropriate
warnings signs for wet or slippery floors caused by cleaning or waxing operations. General safety
requirements will be complied with in all activities.
II.
GENERAL CLEANING SPECIFICATIONS
A. RESTROOMS
Restroom cleaning is understood to have the highest priority. Clean and service all
restrooms as specified. Wash urinals, water closers, ledges, sills, rails, mirrors and
lavatories with approved non-scratching, non-sticking, non-acid cleaners and
disinfectants. Empty sanitary napkin trash receptacles and disinfect. Floors in these
rooms shall be mopped with an approved disinfectant and cleaner that will not harm or
remove special floor finishes. Water closets and urinals shall be cleaned with quality
materials using techniques which will remove and prevent any formation of
encrustations or stains under lids, ledges or rims. Towel dispensers, soap dispensers
Kelly janitorial5ystems, Inc. 5id 05-07-27
and toilet paper holders shall be checked and refilled daily. The tenn "clean" as
defined here shall be construed to mean that no film, odors, stains, dust, lint, streaks" or
spots can be detected on floors, walls, partitions, ledges, trim, doors, moldings or
fixtures within the restroom at the City's sole discretion. The use of highly scented
disinfectants, objectionable or odoriferous cleaners shall not be pennitted. Stocking of
refill supplies in the area of the dispenser is not permitted. All supplies, including
toilet paper, paper towels, sanitary napkins, liquid soap, and hand and power
equipment including vacuum cleaners and pressure washers and shall be provided
by the Contractor.
In shower areas, a high-pressure sprayer with a solution of cleaner disinfectant shall be
used to remove soap scum buildup and other materials from the wall and floor surfaces.
The sprayer is be used onlv in areas that have adequate floor drains. All surfaces must
be rinsed with clear water after cleaning.
B. OFFICE AREAS
General cleaning of office areas shall include the removal of trash and other waste
materials, dusting, glass cleaning and removal of dust, soil, stains, smudges and
marks from furniture, walls, partitions, chairs, etc.
C. FLOOR CARE
I. Upon completion of daily and weekly routine work, floors shall be free of dirt,
dust, film streaks, and debris, and shall be devoid of such when dry.
2. Floor fmish is understood to be used as a preservative and also as a safety
(non-slip) factor. Finish shall be applied only to appropriate areas free of
residual dirt and buildup.
3. Carpet shall be vacuumed thoroughly and shall be free of dirt, dust, lint and
debris.
4. The Contractor shall remove and replace furniture as required to perform the
work, exercising necessary safety precautions designed to prevent damage to
City property.
D. INTERIOR OF WINDOWS AND GLASS PARTITIONS
The interior of all glass doors, glass windows, and glass partitions are to be cleaned to
acceptable standards of the City.
E. WALLS AND DOORS
To be kept clean and free from spots and hand prints.
1/ II
GENERAL OFFICES AND PUBLIC AREAS
I. DAILY
A. Clean, sanitize and polish drinking fountains
B. Dust mop, sweep or vacuum public areas and corridors. Sweep or vacuum mats.
C. Emergency cleaning (spillage, tracking, etc.) to be done as needed as defined by the
City.
D. Clean interior glass and door push plates.
E. Clean floors and carpets as needed.
F. Completely vacuum all carpeted areas and vacuum or wet mop tile and spot clean all
office floors.
G. Disinfect telephones using alcohol wipes.
H. Clean stairways as needed.
1. Clean elevators to the City's satisfaction.
J. Clean all shower stalls and bathroom flooring with a high pressure sprayer containing an
approved cleaning solution.
2. WEEKLY
A. Clean soil marks from desk, table, and counter tops. Lemon oil or polish wood, wash
Formica with a detergent and dry.
B. Dust all surfaces of office furniture. A notice to employees will be sent so the may clear
desk surfaces on day of scheduled cleaning. Books, papers, etc. on surfaces shall not be
moved by cleaning crews.
c. Vacuum chairs and upholstered furniture. Remove spots as required.
D. Dust picture frames, wall ornaments and light fixtures.
E. Dust or vacuum door jambs.
F. Spot clean to remove all spots and marks from walls around light switches and door
jambs.
V _II.. L ~', _ _' I C
Q. ,
G. Dust smoke detectors and air vents,
H. Wet mop and buff tile floors.
3. BI-WEEKL Y
A. Spray buff all resilient tile to restore a 'Just waxed" look.
B. Dust high moldings and doors.
C. Dust all freestanding space divider walls.
4. MONTHLY
A. Brush or vacuum air returns, vents and area around vents.
B. Strip, seal, wax and buff floors where necessary.
5. QUARTERLY
A. Vacuum brush or dust all high areas including wal1s and ceilings.
B. Dust and clean cove base.
C. Clean all window treatments.
6. BI-ANNUALL Y (schedule to be coordinated with City Staff).
A. Strip, seal and wax all tile floor areas.
B. Shampoo all carpet areas with a portable extraction machine. Bonnets may be used for
cleaning and treating stubborn spots and stains only. Proper shampooing shall result in a
carpet free from all types of airborne soil, dry dirt, water-soluble soils and petroleum
soluble solids. A clean carpet shall be unifonn in appearance when dry and vacuumed.
WASHROOMS
1. DAILY
A. Refil1 soap, tissue and towel dispensers.
B. Empty trash containers, spray and damp-wipe with disinfectant.
C. Empty sanitary napkin disposal units, spray and damp wipe with disinfectant.
D. Clean mirrors.
E. Remove spots from partitions and walls.
F. Clean, polish and sanitize basins and trim.
G. Clean and sanitize toilets, seats and trim.
H. Clean and sanitize urinals and trim.
I. Damp mop and sanitize all tile floors.
J. Damp wipe and sanitize partitions.
K. Clean and sanitize showers.
2. THREE DAYS PER WEEK
A. Wash and sanitize wall tile.
B. Damp wipe and clean doors and jambs.
C. Dust smoke detectors.
D. Damp wipe and clean lockers.
3. MONTHLY
A. Brush or vacuum air returns, vents and area around vents.
B. Vacuum, brush or dust all high areas for cob webs and dust.
C. Clean all bathroom flooring, including grout, with approved cleaning solution and
mechanical scrubber.
EMPLOYEELOUNGE~UNCHROOM
I. DAILY
A. Clean and sanitize sinks.
B. Sweep or vacuum floors.
C. Damp wipe table and counter tops.
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2. WEEKLY
A. Wash and sanitize table and counter tops, damp clean chair seats and backs.
B. Spot clean all mirrors or glass surfaces.
C. Damp mop resilient tile floor.
D. Clean interior and exterior of microwave.
E. Spot clean walls and doors for head and hand prints.
3. Bl-WEEKLY
A. Clean interior and exterior of refrigerator and microwave.
B. Throw out any spoiled food in refrigerator.
4. MONTHLY
A. Buff tile floor. Spray buff all resilient tile to restore a 'Just waxed" look.
5. Bl-ANNUALL Y
A. Strip, seal and wax resilient tile floor.
EXTERIOR OF ALL FACILITIES
I. DAILY
A. Sweep and pick up trash outside of entrances and 2d floor plaza, including sidewalks and
stairs.
B. Clean entryways to include mats and windows.
C. Pick-up debris outside each facility (including, but not limited to, handicapped ramps,
immediate perimeter and parking areas and emptying perimeter trash receptacles).
D. Remove dirt marks and cobwebs from entrance walls and ceiling so as not to leave
smudges.
E. Sweep or blow all exterior stairs and plaza area.
F. Maintain dumpster area free of debris and keep dumpsters clean.
kellu lanitoriaISustems.lnc. ~id O'i-07_/-;
GLASS
I. THREE DAYS PER WEEK
A. Spot clean interior glass surfaces and glass doors.
2. WEEKLY
A. Clean entry and vestibule glass.
B. Clean and polish doorplates, jambs, thresholds, handles and hardware.
3. MONTHLY
A. Clean and wipe sills and trims.
4. QUARTERLY
A. Clean all interior glass partitions.
B. All mats are to be disinfected with proper solution.
5. BI-ANNUALL Y
A. Clean all interiors of windows.
III. INSPECTIONS
Once each month, or more often if determined necessary by the City, an inspection will be
made by the Public Works Operations Manager or his designee.
A check list fonn shall be used and a copy given to the supervisor/contractor. Any work not
done to the satisfaction of the City shall be corrected within 24 hours, at the Contractor's
sole expense.
IV. EMPLOYEES:
On-site supervisor shall speak English.
Contractor's employees must be at least 18 veers old when working within any of the city's
facilities. All employees shall be competent and physically capable. The City reserves the
right to require the contractor to immediately remove any employee it deems careless,
incompetent, insubordinate or otherwise objectionable, and whose continued employment is
not in the best interests of the City.
During employees' scheduled hours, each employee assigned must be dress in a work
unifonn with the company name indicated on the unifonn, and must be neat in appearance
and groomed at all times.
All contractor's employees working on City property shall be required to wear a photo
identification card at all times. Before being allowed to work on City property, Contractor's
employees will be required to submit to a criminal history background investigation and
drug screening at the Contractor's expense, and submit findings to Public Works Operations
Manager.
Employee changes are to be reported to the City within 24 hours so that a current employee
listing is maintained at all times.
The City reserves the right to suspend, discharge, or refuse entry to any of the Contractor's
employees, at the City's sole discretion.
V. CLEANING SCHEDULES:
These schedules are intended to give bidders a guideline as to the hours services is required
for each facility. These schedules are subject to change at the City's sole discretion.
City facilities:
Police Department (Floors I and 3) Daily services seven days per week, between
3 PM and 5 PM.
All other areas, daily services Monday through Friday, between 5 PM and 10
PM.
Founders Park: Daily services seven days per week between 6 AM and 8 AM.
Community Recreation Center: Daily services seven days per week; Monday through
Friday between 9 PM and 12 AM; and on weekends and holidays, between 4 PM and 7
PM.
Schools: Elementary School: Monday through Friday, between 6 PM and 10 PM while
school is in session. Middle School will have four classrooms in use during the 2005-
2006 school year.
Summer Recess: Daily service will be suspended for approximately five weeks, at the
City's sole discretion. City will provide a schedule to the Contractor for a major
cleaning which is to be completed prior to teachers returning for the new school year.
Winter Recess- Major cleaning will be conducted and completed prior to staff and
students returning from winter recess. Schedule will be provided by City staff and shall
include stripping, waxing and buffmg all tiled floors and cleaning of all classroom area
rugs, shampooing of all hallway and office carpeting.
In the event scheduled activity in the facility interferes with the nonnal service schedule,
cleaning times will be arranged after such activity is over. It will be the contractor's
sole responsibility to ensure areas are cleaned at such schedules deemed appropriate by
l/ ~11 I ~ ~'L__,_I c:..._L___ '-_ R, J ~_ __ _.
the City. The City reserves the right to change the cleaning schedule as may be
required. There will be no cost associated with such changes.
VI. REPORTING HAZARDOUS CONDITIONS AND ITEMS FOR REPAIR
The contractor or his employees shall report any hazardous conditions and items in need of
repair including burnt out light bulbs, leaky faucets, toilet stoppages, etc. to the Public
Works Operations Manager or his designee.
VII. UNINTERRUPPED ACCESS TO SERVICE
During hours when contractor's staff are not on City property, the contractor shall always
have a staff member assigned to attend the needs of the facilities for any reason, at any time,
on an "as needed" basis. This staff member shall wear a pager so that contact is facilitated.
VIII. EMPLOYEE BREAKS
Contractor shall require all employees to take their breaks only in the location designated by
the City. Eating and drinking shall not be pennitted in offices, lobbies, corridors or any
other location not specified by the City.
The contractor shall ensure that all employees do not disturb papers, papers on desks, open
desk drawers or cabinets, or use telephones provided for the use of the City.
IX. ADHERENCE TO LAWS
The successful bidder shall be in compliance with all OSHA and other local, state and
Federal requirements. This includes compliance with OSHA Act # 191 0-1 030 regarding
worker exposure to blood borne pathogens.
X. TERMINATION: The City may, by written notice to the contractor, tenninate the
contract if the contractor has been found to have failed to perfonn his services in a marmer
satisfactory to the City as per specifications. The date of termination shall be stated in the
notice. The City shall be the sole judge of non-perfonnance.
CITY OF AVENTURA
OFFICE OF THE CITY MANAGER
MEMORANDUM
FROM:
TO:
DATE:
SUBJECT: Resolution Declaring Equipment Surplus
September 6, 2005 Commission Meeting Agenda Item ~
RECOMMENDATION
It is recommended that the City Commission adopt the attached Resolution declaring
computer equipment as surplus to the needs of the Finance Support Services
Department.
BACKGROUND
Section 2-258 of the City Code of Ordinances provides that any property owned by the
City which has become obsolete or which has outlived its usefulness may be disposed
of in accordance with procedures established by the City Manager, so long as the
property has been declared surplus by a resolution of the City Commission.
If you have any questions, please feel free to contact me.
EMS/act
Attachment
CC01107-05
RESOLUTION NO. 2005-_
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA DECLARING CERTAIN
PROPERTY LISTED UNDER THE ASSETS OF THE CITY
AS SURPLUS TO THE NEEDS OF THE CITY;
DESCRIBING THE MANNER OF DISPOSAL;
AUTHORIZING THE CITY MANAGER TO DO ALL THINGS
NECESSARY TO CARRY OUT THE AIMS OF THIS
RESOLUTION; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Manager desires to declare certain property as surplus to
the needs of the City; and
WHEREAS, Ordinance No. 2000-09 provides that all City-owned property that
has been declared surplus cannot be disposed of prior to the preparation and formal
approval of a resolution by the City Commission.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
Section 1. Recitals AdoDted. The above recitals are hereby confirmed and
adopted herein.
Section 2. The property listed on Exhibit "A" has been declared surplus and is
hereby approved for disposal.
Section 3. The City Manager is authorized to dispose of the property listed on
Exhibit "A" through a public auction, sale, trade-in, transfer to other governmental
agency or, if of no value, discarded.
Section 4. The City Manager is hereby authorized to do all things necessary to
carry out the aims of this Resolution.
Section 5. This Resolution shall become effective immediately upon its
adoption.
The foregoing Resolution was offered by Commissioner _, who moved its
adoption. The motion was seconded by Commissioner , and upon being put
to a vote, the vote was as follows:
Commissioner Bob Diamond
Commissioner Billy Joel
Commissioner Harry Holzberg
Commissioner Michael Stern
Commissioner Luz Urbaez Weinberg
Vice Mayor Zev Auerbach
Mayor Susan Gottlieb
Resolution No. 2005-_
Page 2
PASSED AND ADOPTED this 6th day of September, 2005.
Susan Gottlieb, Mayor
Attest:
Teresa M. Soroka, MMC
City Clerk
Approved as to Form and Legal Sufficiency:
r~
City Attorney
2
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P. 002
BILZIN SUMaERG BAENA PRICE & AXELROD LLP
^ PAATNIi:A$t-'IP OF' PRDFE.l!l;l!l;IO"'"L .,a.s.sOC.ATION$
200 SOUTH 1I15c;AYNti; gOUL.~V"'RD. SiUITIIr. 2800 . MIA.""I, FLOftl~A ~~l~I-S~"'Q
TELEP~ONt: (,iQ5) 374-7$$0 I FAX: 1306) 3704-7683-
I:-MAIL; INFOGBILZIN.CO'" . WWW_!!IJUIN.COM
8ri'" S. Adler
Direc' Di.l.. (305) 350-2351
Dir<<' Fox: (305) 351-2206
Email_' badler@Pi(zill.CfJlft
MIAMI' TA'-LAKASSEIE:
August 18, 2005
VIA FACSIMILE
Eric Soroka, City Manager
City of A ventura
19200 West Country Club Drive - 5th Floor
A ventura, Florida 33180
Re: Lincoln Pointe
Notice of Appeal of Denial of Vested Rights
Dear Mr. Soroka:
This finn rcprcsents Shefaor/Tarragon, LLLP in cOlUlection with the Property
located at 179 NE 31'" Court, Aventura, Florida, commonly known as Lincoln Point.
Please consider this our formal Noticc of Appeal of the City's Denial of Shefaor/Tarragon
LLLP's application for vested rights, pursuant to Scction 4(b) of Ordinance No. 2005-07,
commonly refen'ed to as the City of Aventura Moratorium Ordinance.
I would appreciate if the City would schcdulc the appeal on the next available
City Commission agenda,
Thank you for your attention to the foregoing.
Very truly yours,
....-:::.-:>. I
c)~/---_.
Brian~
BSNka
cc: JOlUlne ClIIT. City Planner
David Wolpin, Esq.
Claudio Stivelman
Gilbert Bcnhamou
Torn Brinkley
CliffSchu]man, Esq.
Stanlcy B. Price, Esq.
MIAMI 920009.1 7592420873
DETERMINATION ON VESTED RIGHTS APPLICATION
TO: Stanley B. Price, Esquire
Bilzin Sumberg Baena Price & Axelrod, P.A.
200 South Biscayne Boulevard, Suite 2500
Miami, Florida 33131
RE: June 7, 2005 Vested Rights Application (the "Application") for Lincoln
Pointe (the "Property") Filed on Behalf of Property Owner (the
" Applicant")
I. DECISION.
Pursuant to City of Aventura Ordinance No. 2005-07 (the "Moratorium
Ordinance" or the "Ordinance"), I have reviewed the above-described Application
pursuant to the Moratorium Ordinance, in accordance with Section 4 of the Ordinance.
Based upon the evidence submitted and the criteria set forth in the Ordinance, I have
determined that the Applicant has not established vested rights under Section 4(a) and (b)
of the Ordinance.
II. FINDINGS.
A. Based upon the Application and the evidence submitted by the Applicant,
I find that the Applicant has failed to demonstrate any and all of the
following:
I. that a governmental act of development approval was obtained
prior to the effective date of the Moratorium Ordinance; and
2. that upon which the Applicant has detrimentally relied in good
faith by making such a substantial change in position or incurring
such extensive obligations and expenses; and
3. that it would be highly inequitable to deny the Applicant the right
to complete the development.
None of these three (3) interdependent criteria have been satisfied.
B. Further, without in any way limiting the basis or grounds for my decision,
I find that the Applicant's attempt to rely upon the April 7, 2004 letter of
the City, which is attached as Exhibit "A" of the Application, as being a
governmental act of development approval, is misplaced. To the contrary,
I find that the letter of April 7, 2004 is simply a routine confirmation of
the then existing zoning and does not in any way constitute a
governmental act of development approval by the City.
Ill. MORATORIUM CONTINUES TO APPLY.
As a result of my decision that the Applicant has not established vested rights pursuant to
the Moratorium Ordinance, please be advised that the moratorium imposed by the
Ordinance continues to apply to the Property.
IV. RIGHT OF APPEAL.
My decision as City Manager is subject to appeal by the Applicant to the City
Commission by Notice of Appeal filed with me within ten (10) days after the date of this
written decision. Please be advised that in the event of a timely appeal, the City
Commission shall hold a public hearing on the appeal pursuant to City Code Section 31-
71 and City Code Section 34-31, et. seq., and based upon the evidence submitted shall
make a determination as to whether or not the Applicant has established vested rights. To
the extent that the City Commission, upon any such appeal, determines that the Applicant
demonstrates vested rights, the Moratorium Ordinance shall not be applied.
2
V. WAIVER.
Additionally, please be advised that pursuant to Section 3 "Waivers" of the
Ordinance, the Applicant may apply to the City Commission for a waiver of the
moratorium. If you desire to pursue such waiver, it is first necessary that the City's
application form be completed and submitted to the City's Community Development
Department for processing.
PLEASE GOVERN YOURSELF ACCORDINGLY.
Executed this J'lth day of August, 2005.
CITY OF A VENTURA
~
By:
Eric M. Soroka
City Manager
and legal sufficiency:
N~
City Attorney
3
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true and correct copy of the above and foregoing
Determination on Vested Rights Application was furnished, by U.S. Mail, postage
prepaid addressed to Stanley B. Price, Esq., Bilzin Sumberg Baena Price & Axelrod,
P .A., 200 South Biscayne Boulevard, Suite 2500, Miami, Florida 33131 and that a copy
was faxed to Me. Price at (305) 350-2204, this l-raay of AugU~2005.
City
An official copy of this Determinatio~ V ested Ri~~pplication was filed in
Cc:
City Attorney
Joanne Carr, Planning Director
r--
L 7\ ;'Y O~7'" 2005
~ rt
the office of the City Clerk of the City of Aventura .
,J
4
Stanley B. Price, P.A.
Direct Dial: 305/350-2374
Direct Fax: 30512204
E-mail: sprice@l.bilzin.com
June 7, 2005
Eric Soroka, City Manager
City of A ventura
Government Center
19200 W. Country Club Drive
Aventura, Florida 33180
Re: Vested Rights Submittal- Lincoln Pointe
Dear Mr. Manager:
This firm represents the owner ("Applicant") ofthe property known as Lincoln Pointe
("Property") in connection with a pending application for administrative site plan approval
("Application"). Pursuant to Section 4 ("Vested Rights") of the City's recently enacted
moratorium Ordinance No. 2005-_ ("Ordinance"), Applicant respectfully submits this
application for a vested rights determination. In the alternative, Applicant requests a waiver
pursuant to the provisions of Section 3 of the Ordinance.
Section 4 of the Ordinance in effect incorporates the well-established legal doctrine of
equitable estoppe1.! Under Florida law a property owner can demonstrate that the government is
equitably estopped from denying those rights where a property owner has (1) relied in good
faith; (2) upon some act or omission of government; and (3) has made such a substantial change
in position or has incurred such extensive obligations that it would be highly inequitable and
unjust to destroy the property owner's rights. Hollywood Beach Hotel Co. v. City of Hollywood
Beach, 329 So. 2d 10, 15-16 (Fla. 1976).
We respectfully submit that each and every element of the doctrine of equitable estoppel
is applicable to the Application and that the subject application for a vested rights determination
should be approved. It is further submitted that the City has intentionally delayed the
administrative approval of the Application and that it would be highly inequitable and unjust to
permit the City to benefit from such inappropriate activities.
A. The Property and Proposed Redevelopment
I The Doctrine of Equitable Estoppel has a different legal standard than a vested rights determination. The City has
elected to utilize the equitable estoppel standard.
MIAMI 887170.27592420873
Eric Soroka, City Manager
June 7, 2005
Page 2
The Lincoln Pointe Property (the "Property") consists of approximately 8.77 +/- acres
located at 17900 N.W. 31 st Court in the City of Aventura. The Property is zoned RMF4 and is
designated Medium-High Density in the City's Comprehensive Plan. The zoning and land use
designations authorize development of the Property at up to 60 dwelling units per acre, and
therefore, based on the size of the site, would permit development of 526 residential dwelling
units. Further, the RMF4 zoning district allows development of up to 40 stories and 400 feet.
The proposed redevelopment does not require any variances, the Application meets the City's
Code in all relevant respects, and the legal and factual circumstances satisfy the criteria of
Section 4(A) of City Ordinance No. 2005-
B. History of Property
The Property is located at the southern portion of Admiral's Port to the west of Williams
Island. The Property represents Tract D of Admiral's Port. The Property was approved for
development in 1968 along with Tracts C and F of Admiral's Port, the latter tracts being
generally known as Biscayne Cove. The Property was located within the jurisdictional
boundaries of unincorporated Dade County at that time and was zoned RU-4A in accordance
with the provisions of the Code of Metropolitan Dade County.2 Lincoln Pointe was constructed
in 1991.
Lincoln Pointe was developed pursuant to a zoning approval granted in 1968 under
Resolution No. Z-267-68.3 Resolution No. Z-267-68 rezoned a substantial portion of what now
comprises the City of Aventura. This resolution covered froperties east of Biscayne Boulevard
from Northeast l63rd Street on the south, to Northeast 215' Street on the north.
Under the RU-4A zoning district, actual density was permitted at up to 67 units per acre
based on the square footage of the proposed condominiums. Accordingly, under the prior Dade
County Code, the Property was approved to be developed with 659 units.
C. Property owner's good faith reliance on City's acts and omISSIOns, and
substantial monetary expenditures incurred as a result thereof.
As the City is aware, beginning in March and April, 2004, the Applicant approached the
City regarding the potential redevelopment of the Property. At that time, the City issued an April
7, 2004, letter, attached hereto as Exhibit A, advising that the Property could be redeveloped in
accordance with City requirements at a density of 60 units per acre for a total of 526 units.
2 The RU-4A zoning ordinance was adopted in 1957. See Dade County Ordinance No. 57-19.
3 As discussed at greater length in Paragraph D, said zoning resolution approved a series of private roads, driveways
and accessways.
MIAMI 887170.2 7592420873
Eric Soroka, City Manager
June 7, 2005
Page 3
In reliance on the zoning of the Property and the City's letter, in August 2004, the
Applicant obtained financing,4 acquired the Property for $41,000,000.00 and embarked on the
preparation of the site plan. Accompanied by counsel, Applicant then met with the City on
numerous occasions and presented various draft site plans for the City's review. Ultimately, as a
result of those pre-filing meetings and discussions, our office filed a formal Application for Site
Plan Approval with the City, on December 14, 2004. Thereafter, after meeting again on
numerous occasions with City staff between December of 2004 and mid-February of 2005,
Applicant, through its architects, modified the proposed plans. Our office submitted a
Supplemental Letter ofIntent on February 16, 2005.
In preparing the Application and the requested modifications to the Application,
Applicant necessarily expended substantial financial resources and likewise incurred substantial
financial losses. For example, among other expenditures, our client obtained surveys and site
plans, hired architects, engineers, surveyors, and other professionals, and paid the City's filing
fee.5 These reliance-expenditures alone, set forth in Exhibit C, constitute a monetary outlay of
approximately $1,630,299.22. Moreover, in reliance upon the City's acts and representations
Applicant began vacating (i.e., not renewing viable leases) units in anticipation of the site plan
application approval and eventual redevelopment of the Property. This activity by itself has
caused Applicant to incur approximately $868,126 in vacancy losses - See Exhibit D, attached
hereto. Further, the City's continued acts of bad faith and unreasonable delays with regard to the
processing of the Application have increased the Applicant's financial expenditures and losses.
D. City's acts, omissions, and unreasonable delays
4 See Affidavits of James M Cauley, Jacques Claudio Stivelman, and Gilbert Benhamou, which conclusively
establish that each relied, in part, upon the City's April 7, 2004, correspondence for purposes of evaluating whether
the redevelopment of the Lincoln Pointe Property constituted a viable economic decision.
, Exhibit C, attached hereto, sets forth pertinent expenditures which include, among others: (i) Sieger Suarez
Architectural, 9/23/04 - 05/02/2005 at approximately $31,556.64; (ii) Architectural Alliance Landscape Fee,
11/05/2004 & 12/14/2004 at approximately $10,023.03; (iii) Interior Design Fee, 11/05/2004 at $10,000.00; (iv)
Survey Fee, 9/30/2004 & 5/01/2005 at approximately $9,953.80; (v) Fortin Leavy, Skiles, Inc. Surveying,
11/10/2004 - 12/09/2004 at approximately $2,076.31; (vi) Traffic Engineer, 05/01/2005 at approximately
$4,202.05; (vii) Property Inspections, 9/30/2004 & 11/05/2004 at $2,000.00; (viii) Other Consultants Fees,
09/08/2004 - 11/05/2004 at approximately $26, 831.81; (ix) Patriot Surveying and Mapping, 10/11/2004 &
02/01/2005 at approximately 6,980.00; (x) City of Aventura Application Fee, 12/14/2004 at $3,377.00; (x) Legal
Fees, 04/22/2004 - 03/15/2005 at approximately $91,794.13; (xi) GFA International Asbestos Testing, 10/31/2004,
at $1,400.00; and, (xii) Lender Interest, 09/30/2004 - 04/30/2005 at approximately $1,430,104.45. Approximate
Total ~ $1,630,299.22
MIAMI 887170.2 7592420873
Eric Soroka, City Manager
June 7, 2005
Page 4
The City is acting, and has been acting, in bad faith manufacturing reasons to delay our
client's proposed project.6 For instance, in late January or early February of 2005, the City
advised for the first time <regarding an issue that was never raised during prior meetings with the
City when the original revisions of the site plan were shown to the City for review) that the
Property's entrance drive must conform to current City standards in order to issue site plan
approval on the property. This is despite the fact that the entrance drive is a private driveway, it
is not a public road, it is owned by unrelated private parties, it is not a part of the application,
and it is a previously platted, separate grandfathered parcel. 7 In addition, subsequent to our
office's February 16, 2005, Supplemental Letter of Intent submittal, the City advised that the
Property is subject to "zoning in progress" as it relates to parking garages, and, therefore, the
application could not be processed. Nearly a month and halflater, after continued delay, the City
receded from its assertion regarding parking garages in an April 14, 2005, letter, attached hereto
as Exhibit F. Finally, our repeated requests to obtain copies of the City's police and traffic
review <required for our client's application to proceed) were not made available until mid-May,
2005.8 We are not aware of any other project that was not furnished a timely response from the
City's very capable Police Department.
In addition to the foregoing, the City has now sought to impose an additional "zoning in
progress" as to all redevelopment plans in the City. We have previously filed a letter of
objection with the City (attached hereto as Exhibit H) asserting that said attempt to impose
"zoning in progress" violates the law and fails to give any ascertainable standards on which a
reasonable person can make judgments or base his or her actions. Said attempt at "zoning in
progress" creates a de facto moratorium that is not authorized by law and has not been properly
adopted by the City, thereby violating Constitutional principles of Due Process.
E. Conclusion
6 See correspondence from our office to the City, attached hereto as Exhibit E, which summarizes the City's
numerous attempts to delay approval of our client's site plan application.
7 Pursuant to Dade County Zoning Resolution Z-267-68 adopted on October 17, 1968, all streets and accessways (all
which were private in ownership) were approved, subject to recordable agreement providing for permanent and safe
access for pedestrian and vehicular traffic within the development. This recordable agreement has governed the
development of all the lands now known as Williams Island, Atlas Temrinal, Lincoln Pointe, and other existing
developments, covered by the 1968 Resolution. In fact, the 1968 Zoning Resolution specifically creates approval of
all private roads within the development including the subject accessway. As such, said approval clearly falls within
the definition of a non-confomring use under Article XII of the City's Land Development Regulations. Therefore,
the private accessway may be continued as provided by Sec. 33-271 of the City's Land Development Regulations.
8 We note that when the traffic review (attached hereto as Exhibit G) was finally made available, it demonstrated
that based on the "traffic-related impacts associated with development of 526 condominium units" on the Property,
our client's "conservative study... shows the traffic signal studied currently operates at Level of Service 'C' and is
expected to continue to operate within these parameters upon buildout of the Lincoln Pointe redevelopment."
MIAMI 887170,2 7592420873
Eric Soroka, City Manager
June 7, 2005
Page 5
In Town of Largo v. Imperial Homes Corporation, 309 So. 2d 571 (Fla. 2d DCA 1975),
the property owner relied on the existing zoning classification in acquiring land and preparing a
development plan. The property owner had expended $310,000 for land acquisition and $69,000
in architectural fees, interest, taxes, sewer permits and development costs when it first received
notice that the Town was contemplating a change in zoning. The court held that the Town was
equitably estopped from denying the property owner its right to use its land as it intended. The
court held that the property owner's reliance on the existing zoning was justified,
notwithstanding the fact that the property owner had not obtained a building permit, nor had
physical changes been made to the land. The court rejected the Town's argument that the
property owner's reliance was not justified because there was "zoning in progress." To the
contrary, the court found that the property owner had relied in good faith on the existing zoning
and incurred substantial expenditures before the Town gave notice that it was contemplating
changes.
Similarly, in this case, the Applicant relied in good faith on the existing zoning and the
City's letter of April 7, 2004. Applicant acquired the Property in August, 2004, and incurred
substantial expenditures in the ensuing months. The City did not initiate its various attempts to
invoke "zoning in progress" or otherwise thwart the development process until after the
Applicant submitted the Application. On the basis of the Imperial Homes case and other Florida
precedents, therefore, Applicant is entitled to a determination of vested rights and the City is
equitably estopped to deny those rights.
Accordingly, we respectfully suggest that the doctrine of equitable estoppel clearly
provides that the Application is not' subject to the subsequently enacted moratorium, that
Applicant is entitled to a determination of vested rights and that the Application should be
granted.
Stanle
SBP/TRG/mp
Enclosure
MIAMI 887170,2 7592420873
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Aventura
Government Center
19200 West Country Club Drive
Aventura, Florida 33180
JEFFlEY M. PEkLOW
MAYOR
rvir: Brian Adler
Attorney at Law
Bilzin Sumberg Dunn Price & Axelrod LLP
2500 First Union Financial Center
Miami, Florida 33131-2336
COMMlSSlqNERS
av AUERMCH
JAY R. BEsxIN
KEN CoHEN
BoB DIAMOND
HAkRY HOllllEI\O
MANNY GOO5SMAN
April 7, 2004
Via Facsimile (305) 351-2206 and ReQular U.S. Mail
ERIC M. SOROKA
CrrY MANAGER
Re: Lincoln Pointe Apartments
17900 NE 31 Court, Aventura
Folio Number 28-2210-050-0020
Dear Sir:
Further to my letter of March 11, 2004 addressed to Mr. Claudio Stivelman and
your letter in response dated March 31, 2004, this is to advise that I have
reviewed your letter and its attachments with the City Attorney. Based on the
research of County records that you have presented, it appears that the Biscayne
Cove development on Tracts C and F of the Plat of Admiral's Point Section One
did not use any density from the Lincoln Point development site on Tract F of that
plat.
Redeveicipment of the Lincoin Pointe property would be subject to the City's
Land Development Regulations. The property is located in the RMF4 zoning
district which allows a maximum of 60 dwelling units per acre. Based on the lot
area of 8.769 acres in the Miami-Dade Property Appraiser's records, a maximum
of 526 units may be permitted. This number of units is subject to confirmation of
the lot area by survey and opinion of title and is further subject to all site
development criteria of the RMF4 zoning district and other applicable sections of
the City's Land Development Regulations.
PHONE: 305466-8900 . FAX: 305466-8939
www.cityofaventura.com
"
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Please be advised that additional use and site restrictions may be in force as a
result of Miami-Dade County or City of Aventura legislative resolutions, restrictive
covenants, platting or site plan approval conditions,
Yours truly,
Joanne Carr, AICP
Planning Director
C,C.: Eric M. Soroka, ICMA-CM
City Manager
David Wolpin, Esq., City Attorney
1:1-''''81' IS .
AFFIDAVIT OF JAMES MCAULEY, JR.
STATE OF FLORIDA )
) SS:
COUNTY OF BROW ARD )
Before me, the undersigned authority duly authorized to take oath in this State and
County stated above, this day personally appeared JAMES M CAULEY, JR., who has
been first duly sworn, deposes and says:
1. My name is JAMES M CAULEY, JR., I am over eighteen (18) years of
age and have personal knowledge of the facts contained herein.
2. I am the President of Tarragon South Development Corp. ("Tarragon").
3. During the Spring of 2004, Shefaor Development, LLC ("Shefaor")
provided Tarragon information relating to a potential joint venture redevelopment of the
Lincoln Pointe property located at 17900 N.E. 3151 Court, A ventura, Florida ("Property").
4. As part of examining the joint venture redevelopment of the Property,
Tarragon began meeting with the City of Aventura officials in May of 2004, to confirm
both the existing zoning on the Property and the details of an April 7, 2004, letter from
Ms. Joanne Carr to Mr. Brian Adler, attached as Exhibit "A".
5. Tarragon relied on the City's representations regarding the letter
referenced in paragraph 4 and in subsequent meetings with City Staff before deciding to
invest in the Property and entering into the August 19, 2004, Shefaor/Tarragon LLLP,
Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing with
EuroHypo AG ("Mortgage") for the Property, the Mortgage being recorded in Official
Records Book 22595 at page 4035 of the Public Records of Miami-Dade County,
Florida. Further, Tarragon continued to rely upon the City's representations while
preparing and revising the site plan for the redevelopment of the Property.
FURTHER AFFIANT SA YETH NA
STATE OF FLORIDA )
) SS:
COUNTY OF BROW ARD )
~e foregoing instrument was acknowledged before me this -"- day of
U;I....Q..... , 2005, JAMES M CAULEY, JR., who is personally known
to me or who has produced a Florida driver's licens a~identifi ation. ~ ~
~Ol:,RY PL"BUC.Sl.IJE Of FLORID.~ .
~ Carolina Cordoba 0\
CoIll1lllssiOD #DD4G9383 Name: A-l.oU rJ,.. CoIGJ:> 0
ExpIres: llAIL 21, 2009 C' . N \) -r--.. 4- q c- 3-
hnd.d T11n AlI.allc!oll&g C<J., Ine. ommlSSlon 0.: ..1./ () 3 0
Notary Public, State of Florida
My Commission Expires:
MIAMI 896340, I 7592420873
Jun-OT"06 11:5Tam ~rcm'BI[lin
305 3i5 6146
PAGE 04/05
r-1Z4 p,ooZ/003 F-02D
05/07/2005 14:48
3054666505
UPTOWN I~ARINA LOFTS
S L
STATE OF FLORIDA )
) 55:
COUNTY OF BROW ARD )
Before me, the undersigned authority duly a
County stated above, this day personally appeared JA
has been first duly sworn, deposes and says:
orized to take oath in this State aDd
QUES CLAUDIO STIVELMAN, who
2. I am the President of Shefaor Developm t, LLC (" Shefaor").
LMAN, I am over eighteen (18) years
herein.
1. My !lame is JACQUES CLAUDIO 8T
of age and have persona1 knowledge of the facts contain
3. During the Spring of 2004, Shefaor D elopment, LLC ("Shefaor") approached
the City of AVe,O.tura ("City") regarding the potc:nti redevelopment of the Lincoln Pointe
property locatcd at 17900 N.E. 31" Court, Aventl.lXll, Flo 'da ("Property").
4. As part of examining the potential for viable redevelopment of the Prope.rty,
Shefaor continued meeting with the City officials thrOll out the Spring aJld Summer of 2004 to
confirm both the existing zolling on lhe PropertY and th details of an April 7, 2004, letter from
Ms. Jo=~ Carr to Mr. Brian Adlel;, attached as Exhibit' A",
5. Ultimately, Shefaol: relied OD the City s representations regarding the, letter
referelJced in pm:agraph 4 before it entered into the Au ust 19,2004, Shefaor/Tatr"-gon LLLP,
Mortgage, AssigIJIIJ.ent of Leases and Rents, Securi Agreetnent and FiilLI:l'e Filing. with
EuroHypo AG ("Mortgage") for the Property, the Mort gc being reoorde:d in Official Records
Book 22595 at page 4035 of the Public Reconls of 'ami-Dade COUIlty, Florida. Further,
throughout 2004 and 2005, Shefaor contilllled Hi rely upon full City's representations while
preparing and revising the sile plan for the redeveJopmen of the Property.
FURTHER AFFIANT SAYEn! NAUGH .
STATE OF FLORIDA
)
) 58:
)
JACQUES
<::8" );l..
COUN1Y OF BROWARD
The foregoing instrUment WlliI acknowledge
, 2005, CLAUDIO STNELMAN., who is p
" Florida driver's license as identification.
,.:;,j!I'I-. GiJIOVS CTEAC
!~~",-1ji1:' MY COMMISSION! DD \78114
;oor. i..'j E.XPIRES: January 15, 2007
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efo emethis 3- day of ~
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Name:'
Commission 0.:
MIAMl 8%429.1 7592420873
05/07/2005 14:48
3054555505
Jun-OHS 11:51am from-Billln
My Commission Exprres:
\7SS30\ISS4S\ ~ G.l8634 v 1
6moSl1:~'AM '
MIAMI 895429.1 7592420873
UPTOWN MARINA LOFTS
105 175 6146
Notary Pu llic, Sta.t" of Florida
2
PAGE 05/05
7-124 P,003/001 ,-OZO
B6/B7/2BB5 17:12
3B546666B6
UPTOWN MARINA LOFTS
PAGE B21 B2
AFFlDA VlT OF GILBERT BENHAMOU
STAlE OF FLORIDA )
) SS:
COUNTY OF BROW ARD )
Before me, the undersigned aufhority dUly authorized to take oath, in this State and
County stated above, this day personally appeared GILBERT BENHAMOU, who has been first
duly sworn, deposes an.d say;s:
1. My name is GILBERT BENHAMOU, I am over eighteen (18) years of age and
have personal knowledge of the facts contained herein.
2. I am the CEO of Shefaor Development, LLC ("Shefaor").
3. During the Spring of 2004, Shefaor Development, LLC ("Shefaor") approached
the City of Aventura ("City") regardit1g the potential redevelopm,ent of the Lincoln Pointe
property located at 17900 N..E. 31" Court, Aventura, Florida ("Property").
4, As part of examining the potential for a viable redevelopment of the Property,
Shefilor continued meeting with the City officials throughout the Spring and Summer of 2004 to
confirm both the existing zol,ling on the Property and the details of an April 7, 2004, letter from
Ms. Joanne Carr to Mr. Brian Adler, attached as Exhibit "A".
5. Shefuor relied on the City's representations regarding the letter referenced in
paragraph 4 before it entered into the August 19, 2004, ShefaorfTauagon LLLP, Mortgage,
Assignment of Leases and Rents, Security Agreement and Fixture Filing with EuroHypo AG
("Mortgage") for the Prop=rty, the Mortgage being recorded in Official Records Book 22595 at
page 4035 of the Public Records of Miami-Dade County, Florida. Further. throughout 2004 and
2005, Shefuor continued to rely upon the City's representations while preparing and revising the
site plan for the redevelopment of the ProJlerty.
FURTHER AFFIANT SA YETH NAUGHT,
,
GILBERT B
STATE OF FLORIDA )
)SS:
COUNTY OF MIAMI-DADE )
ore me this & day of ~
y known to me or wh produced a
The foregoing ios1rUment was acknowledged
.2005, GILBERT BENHAMOU, who is pers
Florida driver's license as identification.
G)" ~Jil... QL\lIYSOTEAO
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Name:
Commis. ion No.:
No1:aJ:y blie, State of Florida
My Comri:1ission Expires:
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2131
213;~2
213;-2
210J
213;
2165
2229
2324
2324
2165
2324
2324
0111e411
0118438
0118440
2103
2131
.13')-2
213')-.
2103
2131
11160
rortin, LlIavy, 5kiln, Ioc. 24286
Fortin, t.aavy, Sl<ilu, Inc. 24286
rortin, Le.vy, Skibo, Inc. 242S6
rortin, LeIlVY, Sul"., Inc. 24321
Fcrtin. t.aIlVY, SkU.a, Ine. 24321
Fcrtin, Le.vy, SkU.... Inc. 24286
A.rchitect.uralAlli.nce 121404
Fortil'l. Lea"y, skiI.... Ioc. 24384
Fortin. J.,oe"y, Skilea. Inc. 24364
fortin, Lallvy. Skit.I, Il'Ic. 23055
fortin, Leavy, SkUea, Inc. 232.0
fortin, l,....vy, Skil.., Inc. 23351
The ConUnental IOro..p, Ltd. 1n-00l
The cont1n.nta1 l>ro..p, Ltd. 1n-002
Tll.eContin.ntall>roup, ,~. 1n-004
OellaPortaW..d.)...oc
Oe1111 Porta Wa.d' A..oc
D.III1PortaW.rd.A1llloc
DellaPoet&W."d.AoIIOC
F46F
114H
114H
F46r
.:Ie Entri.. by.:l<>b
Tunnction typ"" included;
Coat!
Unin
A/nount SrcBatch
~
LMDPURCItA5E
OI..trofPu.reuH
"
L.ndTotll1
1552-332530004
1552-1.."9a1
Le9alTot.l
Tunder CIPl,.1ncooln Pt.-155.
Tnn.h. CIPLincooln PtR-1552
1552-JobIA0411
1552-JobIA0411
1552-Jabl).0411
IR."11552-JobIAOHl
IRe")1.552-JaI>IA0411
IR.vj155.-JabIA0411
1552-Job1AOtll
1552-JoblA0411
1552-2324
(RevII5:>2-2324
A.cch F"e Tot.l
1552-Job1A0411
1552-2324
(Re") 1552-2324
Arch Reilllbur..ble Tot.l
Dilltr ot Puuuit COSU - LP
Arch. P%intll
CIF 1:;0aU Tun.t.resd 10/04
Tr.nllt."CIPLincooloPt.-155.
1552-pcintin\l
1552-Pcinting
1552-pcinting
1552-Job1AOUl
1552-Job'AOUI
155.~JobIAD411
(R.v)I552-JobIA0411
(RevII552-Job').OUl
. (RevII552-JobIA0411
1552-POI Lincoln pte
ArchPrintinqTotll1
Tr.nderCIPLl.ncoalnPte-1552
1552-24286
lll.av) 1552-24286
CE: rOle Totd
1552-24286
15~.-243n
(IlotvI1552-24321
(lIevI1552-24286
C!:ReilOb.."ssble'ota.l
CIPCo.t. Tesn.teer.d 10/04
1552-Landacap"r..
Lecpr.eTot.l
CIPCoIt.. Tr.naferred 10/04
InteriarOe.ign r.. Totd
Surv~y
Tr.naterCIPl..incoclnPte-1552
~u~yTct.l
1552-.43.4
(Re,,) 1552-24384
Tope Totlll
1552-0rded20042014
1552-0rder120042119
I~52~5urvey
Other Sur".yinll 1 TbUlbald Tct.l
155.-1nvll'1l-001
155.-1n"I111-00.
1552-Prj Lincoln Pte
Condo Man.q""",nt Totd
Tnnllt."CIPLincoo1n Pte-1552
Trstf1c E:nllin..r Tot.l
Repcrttc%lO.nCcndotProp.rt
CIP Ccsta Tnn.f..:rad 10/04
Inspectionll Totd
Tunshr Clpl,.inco01n Pte-1552
1552-r46r
1552-M44r
(RevI1552-M4U
(RnI1552-r46r
Permittinq/P%cce..inq Total
Distr of Puuuit CC5t5 -l,.P
... '/J# I t)l , '"'
05-12-2005
Psg. 1
Acct\l
39,500,100 00 " no 06-31-2004
1.S00.OCO 00 " '" 0.-31-2004
" 000.100.00'
1.182 " " 4181 12-2;-2004
2.Jl~. 00 " 4.l!i,; 1~-~1-2004
3.491 ".
;,i26.81 " 2104 05-01-2005
3,676.50 " 2104 OS-01-2005
3,993.15 " 3468 11-09-2004
3,133.12 " 346. 1}-09-2004
8,110.62 " 3468 11-09-2004
8,110.62- .liP 3468 11~09-2004
3,993.;5- .liP 34U 1}-09-200~
3.133.12- .liP 3466 1}-09-2004
8.906.25 " 41.6 12-11-2004
11,241.02 " 5049 03-10-2005
9,915.00 " 590; 05-}l!-2005
9.5;5.00- lIP 590; 05-12-200:>
31,556.64'
383.2; " 4126 12-11-2004
191.96 " 5501 05-12-2005
191.96- .liP 590; 05-12-2005
383.21'
340.96 " '" 01-31-2004
1U.33 " ... 05-30-2004
189.62 " 1120 10-31-2004
165.23 " 2104 05-01-2005
1.31 " 3418 11-04-2004
2.22 " 3U8 11-04-2004
6.22 " 3418 11-04-2004
112.:>0 " 3468 11-09-2004
52.13 " 34H 11~09~2004
123.03 " 3U. 11-09-2004
123.03- AP 3U6 1}-09-2004
112.5D-lU' 3468 11-09-2004
:>2.1)- " 3468 11-09-2004
12.n " 5413 04-01-2005
1,512 ...
11,065 00 " 2104 05-01-2005
1,800.00 " 5901 05-12-2005
1,800.00- AP 5901 05-12-2005
11,065.00'
132.00 " 5901 05-12-2005
13.00 " 5501 05-12-2005
13.00- lIP 590' 05-12-2005
132.00-AP 5501 05-12-2005
.00'
2.000.00 " 1120 10-31-2004
8,023.03 " 'l126 12-11-2004
10,023.03.
10,000.00 " 1120 10-31-2004
10,000.00'
9,120.00 " ... 05-30-2004
233.80 " 2104 05-01-2005
5.953 ".
1,635.00 " 5901 05-12-2005
1,635.00- lIP 5501 05-12-2005
.00'
258.06 " 41.6 12-11-2004
18:>.15 " 4126 12-11-.004
1.632.50 " 4140 ll!-20-2004
2,016.31'
2,400.00 " 4489 01-03-2005
862.50 " 4489 01-03-200:>
15.00 " 54;3 04-01-2005
3,33;.50'
4,202.50 " 2104 05-01-2005
4,.02.:>0'
5,000.00 " ." 09-30-2004
3,000.00- " 1120 10-31-2004
2,000.00'
282.15 " 2')04 05-01-200:>
469.00 " 5S0; 05-12-2005
212.50 " 590; 05-12-2005
212.:>0- " :>901 05-12-2005
469.00- .liP 5901 05-12-2005
2.2.15'
6,153.25 " '" 08-31-2004
T..rr"90nC"...~i..
155J-01-00 LI'Nl;OLN PO:IU'E
E!!
"un
f!!.E!
Tr.nuct.ign
""
1-04-900 Con5ul~ant..-Ot:hu
r. 09-08-2004 JC c"at
~9-0e-2004 JC cost
'9-011_2004 Jc con
11~0~-2004 JC coat
OH 10-29-2004 liP ceat
OH 11-1I::'-20U4liP ceat
OIl 11-0:>'2004 liP coat
l-O~- 900 condo DOc......nI:...
011 10-H-2004l1P co..t
OR lCI-U-2004 liP coat
OH ID-U-2004l1Pcoat
DH 02-01-2005l\Pceat
1-0'l~060 Jlppli.c.U_ona , l\ppn'Vah hu
DH 12-14-2004 l\P ce.t
OH 12-14-2004 AP ce.t
OIl 12-14-2004l\Pceat
011 12-14-2004 liP coat
1-0'l-1600RC
o 11-29-2004 l\P co.t
o 11-29-2004 l\P coat
o 11-29-2004 liP coat
o 11-29-200<1 J\.P coat
o 12-21-2004 l\P co.t
1-0i-900 Lic.n.n, PIIDdtaUIIIp."t-Othn
o 09-30~2004 JC coat
1-00-010L.9o.L
o 05-01-200!> JC coat
011 04-22-2004 liP coat
1-00-050T'E
o 09-0B-2004 JC coat
o 11-0!>-2004 JC coat
1-00-150 H.ar~et SllrvllY
o 09-0B-2004 JC coat
l-Ohqoo Pre-Ollve.l""",entCoata-Oth.r
'l9-0B-2004JCcoat
1-09-010 Land
011 04-22-2004 lU' coat
011 04-22~2004 l\P coat
0lI a3-(I8-200!>lU' coat
1-09-050S1toJ\pprenla
o 05-01-2005 JC coat
03-15-2005 AP co.t
03-15-2005 l\P co.t
1-09-150 C'ootrac!:1l
o 11-05-200(Jcco.t
1-09-200 hnancin'il
OR 10-05-2004 p,p coat
OR 01-12-2005 l\P co.t
1-09-502 A#basto.. 'I'1I.Ung
QfI 10-31-2004 l\P coat
1-09~505 Public Relationa
o 09-30-2004 JC coat
1-09-900 14go.L l\ndAc:countinll-Oth.u,
o 10-13-2004]1.P co.t
o 09-06-200( JC coat
o 11-05-2004 JC coat
011 12-01-2004 p,p coat
011 02~17-2005 l\P co5t
1-10-0042004 R. 'I'U
o 06-31-2004 JCcoat
011 11-22-2004I'\Pooat
1-10-050 Co..-~cl..a1 hoperty
OH 11-22-2004]1.P colt
rnsu~anc..-Oth.~
08-31-2004 JC coat
1-1)-100 Financin",...
o 00-31-2004 JC co.t
o 05-06-2005 JCco.t
o 05-06-2005 JC cost
LaatUpd.U:
05-06-2005
Vl!ndor
Oescription
Roe Minor Ru1ty consult Inc
~p..ci.11;.y J\;ngi"",ering
OiCdatin.I.......oci.t"'.
Pauiot !u.veYl..ng ~ Mapp>n9
Patnet Surveyin9' !Upping
Pattiot Surveyin~ ~ Mapping
Patriot Surveyinll j. Mappl..ng
HialO.i~O.de County
City of lIventun
Cay of lIvllntuu
City of "vantun
MialO.i-Oade County
Hi&llli-Oad.Ceunty
Hi&llli-OadeCounty
Hialni-ladeCounty
Hiuli~O.d. county
Fromberg, Perlew, , Korni~, pp"
rromber9,Pedow, , Korni~, PA
Fromblu9,Peclow, i Kornik, PA
Elre.dan<lca.a"'l
Elil2.1n SUlllbllrgBnna
8ilein Swni>ergBun.
Elroad ..ndc.o.sad
Elroad ..nd Cuad
GFl\IN'l'ERN.ll.TIOMl\L
NachoV1aElank
lluden,McCloaky,Slnith,
lludlln,HcCloaky,5nlith,
O.de County'l'u Collector
Mi.alni O.d.. Ta" Collector
Invoice
04-209
2501
09/26-10/25
m
m
m
'"
121404
121404
121404
121(04
112904-A
112904-El
112904-B
112904-8
llUD4-B
042204
042204
042204
599301
89933
89933
5B8124
594351
9,420
53625
120104
629661
RE2004-1552
PP2004-1552
JC ,Entri.. by Jol>
Tranucuon type. included:
Costs
~
~5rc~
Date
Di"uofPu:"""itCosta-LP
piau of P"u"i~ CoaU - LP
Diat~ of Puuuit Coat. - LP
CIP Coat. T~.nat"Hlld 10/04
1552-Conault.nT.5
1552-1"ap"cLlo"
1552-Conaultanta
conault.nta-Other'l'ot"l
1552-Proj'0(OB-055
lllevI1552-P~ojI040B-055
1552-P~oj'040B-055
1552-Proj'040B-055
condo Docwo.ents Tot.l
1552-l\ppUcationrlll!-
1552-Applicationree
(RavlI552-AppUcaUenr...
15S2-l\pplicatienF..
Applic.tiona r Approval" Fau Tou.l
1552-l"iul<ucS1te Plan
lS52-Concll~~ancy Revi..w
(llevl1552-Concll~r.ncy Revi_
1552-Concllr~ancy R..vie..
~Rev) 15~2~Cono::urrency R."ia..
DRCTot.1
rllin'ilFU
Licllnae., Perait..Utlpact-Othu Tot.l
Tun.h_r CIPLincooln Pte-1552
1552-LIIg.lr..a
Le'ile1 'I'otd
Di.trc! l>ur..uit Coata-LP
ClP con;a Tranafarrad 10/04
't'E'I'otd
Diatro!l>urauitCoet..-Ll>
M.~k..t Survey 'I'ot.1
Di.tr of Pur~uit Co.ta - LP
Pra-b.".lepaant Coats-Other 'I'otal
1552-Lagalre..
(RavlI552-L..g.IFe.
1552-Cltl4tr33253.0004
Land Tctd
'I'r.netar ClPLincooln Pte~1552
1552-'15924/20013
lRav)1552-115924/20613
Site Jlpp~cvala 'I'otal
CIPCoetaTr.n.ferred10/0(
contracu'l'ot.l
1552-133253.0004
1552-Clt Mtr 33253 0004
rinancingTotal
1552-Prej.04-1106
.....be.to"'I'..UngTotal
PreeaRalease
Public Rel"Uooa Tctal
15S2-ICUant5302
DiatrofPllr.uitCeat.-LP
ClPC<>ata'l'r.nafllrrlldl0/04
lSS2~130841-00S1
1552-rild36841-0051
Legal J\nd Accollnting~Oth"r 'I'otal
RE'I'AX PlIORA'l'IOIJ
rolio.H22100500020
2004 Il... '1'... 'I'otal
Folio 101-109415
Co......~cid Pr",p..cty 'I'otd
P&R501J1\LPllortRTY'I'I'IXPRORl\'I'l0
Inauunc"~Otlle~ Tou1
FIN1\IJClNGOrpURCIlJ'\5E
To lIdjuat. Acquiaiticn cost.
'I'D J>.djuat AcqUisition Coats
Fin.ncing F.... '!'<ltd
05-12-2005
Pap 2
Acc1:g
1,406.50 "' '" OB-31-2004
n,lao.H "' '" 06-31-200'
230.'15 "' '" 06-31-2004
2,'140.63 "' 1120 10-31-2004
1,500.00 " 3466 1l-()9-2004
3,000.00 " 3466 11~()9-200~
620.50 " 3492 11-111-2004
26,631 n'
6,430 .. " 3466 1l-09-2004
6,tJO.01l-l\P 3466 11-05-2004
6,480.00 " 3460 11-0g-2004
500.00 " 5049 03-10-200S
6,960.00'
250.00 " (OU 12-14-2004
3,377.00 " 4089 12-}4-200(
3,37i.OO_l\p 40B9 al~03-2005
3,377.00 " 4089 Or-03-2005
3,627.00'
02.~0 " 3925 11-29-2004
110.00 " 3925 1l~29-2004
llO.OO_AP 3925 11-29-2004
2~0. DO " 3925 11~29-2004
2!>0.00-AP 41<16 12-21-2004
62.50'
100.00 "' ... 09-30-2004
100.00'
2,201.27 "' 2104 0!>~Dl-2005
24, 9?~.00 " 3410 11~04-2004
27,262.27'
2,636 .. "' '" (18-31-2004
m " "' 1120 10-31-201l4
3,0'4.90'
5,000.00 JC 791
5,00000'
OB~31-2004
100,000.00 JC 791
100,000.00'
06~31-20D4
24.915.00 AP 3418
24,975.00_1lP 3418
960.001lP 5231
11-04-2004
11-04-2004
03~23-2005
960.00'
24,096.32 JC n04
OS-01-200S
1,194.90 1lP 5907
0,194.90_ AP U01
24,096.32"
05-12-2005
05_12_2005
5,66565 JC H20
5,B65.65'
10~31-2004
4,586.11 p,p 4056
1,140.31 p,p 4573
5,726.U'
12-09-2004
02_01_2005
1,400.001lP 4126
1,400.00'
12-11-2004
525.00 JC 696
09-30-2004
52500"
2,000.00 " 4910 C2-26~2005
2,411.50 "' '" 00_31_2004
1&0.50 " 1120 10-31-2004
12,551.63 " 4161 12-21-2004
12,500.00 " 523l 03_23_2005
30,249.63'
324,100 31-JC no 08-31-2004
515,056.BO " 3641 11-22-2004
190,34B ".
3, ~66.Z1 " 3041 11-22-2004
3,566.21'
2,4094S_JC 715
2,409.45-'
oe_31_2004
642,631.18 JC 115
125,991.34-JC 2560
142,101.9'l_JC 2566
314,531.67"
00-31-2004
04-3C-20C5
04_3D_200S
~arrall....C_a..i.a
15S,i-OI-OC LINC.iJIoN POIN1I
Co,
Tnn
O..te
TunalcUon
"'"
1-11-!100rinancinll-Otl,.r
10-31-2004 JC c"n
I-~._ .0 !.end.. II
o 0!1_30_2004JCc"at
o 11-30-2004 JCcoat
o IH-04-~OO~ Je con
o 01-31-200~ JC co.t
o 02-28-200~ JC cost
o 03-31-2005 JCcoat
o 04-30-2005 Je con
1-14-010Ilant
o 0~-31-2004 Je Coat
o 06-30-2004 JCc"at
o 01-31-2004 JCc"at
o 09-30-2004 JCco.t
o 10-31-2004 JCc"at
o 11-30-2004 JCc"at
o 12-31-2004JCcoat
o 01-31-200~ JC co.t
o 02-U~200~ Je con
o OJ-31-2005JCcoat
o 04-3fJ-2005JCcoat
OK 12-31-2004 AP c".t
1-14-020 puku.g
o 08-3l-2004 JC ",on
o 06-30-2004 Je coat
o 07-31-2004 JCcoat
o 09-30-2004JCcost
o 10-3l-2004Jccoat
o 11-30-2004 JC",oat
o 12-3l-2004JCcoat
o 01-31-2005 JCcost
o 02-28-2005 Jccoat
o 03-31-2005 JCcoat
o 04-JC-2C05JCcoat
1-14-030 Phon./lntern.t
o OS-3l-20D4JCc"at
o OS-3l-2DD4JCcoat
o 06_JO_20D4JCcoat
o 07-3l-2C04JC<:on
o 0"-30-2CD4JC<:".t
o 10-31-2004 Jcco.t
o 11-30-2004 JCco.t
(\ 12-31-2D04JCcoat
01-3l-200SJcc"at
J2-28-20DSJCcoat
C3_3l_2005JCcoat
OK 11-30-2004 AP coat
1_14_040p.atcontrol
o OB-31-2004Jccoat
o 06-30-2004 JCc:o.t
o 01-3l-2004JCc".t
o 09-30-2004 JC coat
o 10-31-2004 JC.coat
o 11-05-2004 JC"".t
o 11-30-2D04JCeoat
o 12-31-2.004 JCeoat
o 03-31-2005 JCcoat
1_14_0S0Suppli..
o OB-3l-2004JCco.t
o 05-31-2004 JCcoat
o 06_30_2004.JCcoat
o 07-31-2004 JCcoat
o 09-30-2004 JCc:on
o 10-31-2004 Jecoat
o 11-30-2004 JCe".t
o 12-02-2004 JCcoat
o 12-02-20D4JCcoat
o 12-31-2D04JCeoat
o 01-31-2005 Jecoat
o D2-2B-200SJCcoat
o D3-3l-20D5 JCcaat
o D4-30-200S JC "oat
1_14_060Postage/OVern1gllt/Courier
o 08-31-2004 JCcoat
o 05-31-2004 JC co.t
o 06-30-2004 JC=at
o 07-31-2004 JCeo.t
o 09-30-2004 JCc:oat
o 10_3l_2004JCcoat
o 11-30-2004 JCcoat
o 12-31-2004 JCco.t
o 01-JI-2005JCcoat
o 02-H-2005 JC ""at
o 03-31-2005 JC "ost
o 04-30-2005 JC coat
1. 'DPrinting
08-31-2004 JCco.t
05-31-2004 JC"o.t
o 06-30-2004 JCcoat
o 01-31-2004 JC eo~t
o D9_30_2004JCeoat
o 10-31-2004 JC co~t
o 11-30-2004 JCcOst
o 12-31-2004 JC con
o 01-31-20DSJCcc't
o 02-2&-2005 JCco,t
Lut Update: 05-06-2005
Vendor
Dt=sc[ipt1on
The Continental toroup, Ltd.
Jilllll..Uy
Invoice
J"C :Ent",i.. by Job
TunUCtlon types included:
Costs
Units
J\Jnount s[c~
Dlte
~~e closin~ coat-EuroHypo loan
FinanC~n9-0tnu Tou.l
InIneat eltpenn
Intnest El<p. Oct, Nov '04
I"Lu..~t &1<1' Pec. O~
Int.."eat.l<pJan 'OS
lntn.st up reb 05
lntere.tEl<pMPJI05
lnt.r..st Exp April Q~
Lendn 11 TouI
I\.LLOCATE DISTR COST FO~ HAY 04
ALLOCATE PISTR COST rOR JUNtD4
ALLOCATE OISTIl COST FOil JULY04
IUloc.te OJ..ttibutable Coat
IUloe.te Di~tributabl. c"n
IUlocateoistribut.bleCo.t
1ll1ocete dL"tr1butable cost
ALLOCATE DISTRIBUTABLE COST
ALLOCATE DISTRIBUTABLE COST
IUlocatePiatribut.b1..Cost
IUloc.t.Distribut.bleCo.t
111-003
1552.PrjLincolnPt.
ll..ntT"tal
ALLOCATE DISTRIBUTABLE COST
ALLOCA.TE OISTR COST roll J\JNEO~
ALLOCATE DISTil COST FOR JULY04
IUlocau p1atributabl.. Coat
1ll1oc.t..Diatributabl..Cost
R.llocete Disttibutabh Con
R.lloc.t.. dlatributable coat
ALLOCATE DISTRIBUTABLE COST
ALLOcJl.TE DI!ITRIBUTABLt COST
Allcc.te Dilltribut.bh.Co.t
R.lloc.tl! Oiatribut.ble Coat
Park1nq Totd
}U.LOcJl.TE DISTI\lllUTAIlIL COST
ALLOCATE DISTIl COST FOR Ml\.Y 04
.lU.LOCATE DISTR COST roR JUNED4
ALLOCATE DIS'l'R COST fOJI. JULY04
Allocat. 0iatributable Coat
R.l1ocete Oistribut.bl.. Coat
Alloc.te Distributable C"st
1ll1o"at.diatdbut.b1.c"at
ALLOCATE OISTRIBUTABLE COST
}U.LOCATE DISTRIBUTAI!LE COST
R.llocat. Distributable Coat
113D04-3
15~2-EKpena.. Report
Pbon./lnt.roetr"tal
ALLOC1\Tt DUTRIB1JTJlJ:lLE COST
ALLOCATE DISTR COST Fall J"UNED4
ALLOCATEDISTRCOSTI'OJIJ\.ILY04
R.lloeat.Oiatribut.bJeCost
Alloc.t.. Distd..butabl. c"at
CIPCoata Tunaferr.d ID/04
R.llocateD1stribut.blaCoat
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.
BILZIN SUMBERG BAENA PRICE & AXELROD LLP
A PARTNERSHIP OF PROFESSIONAL ASSOCIATIONS
200 SOUTH BISCAYNE BOULEVARD, SUITE 2600. MIAMI, FLORIDA 33131-6340
TELEPHONE: (30&) 37....-711580 . FAX: (30!;;) 374-71593
E-MAIL: INFOOBILZIN.COM . WWW.lSILZIN.COM
Carter N. McDowell, P.A.
Direct Dial: (305) 350-2355
Direct Fax: (305) 351-2239
Email: cmcdowell@bilzin.com
April 28, 2005
VIA FACSIMILE
Joanne Carr, Planning Director
City of A ventura
19200 West Country Club Drive
4th Floor
Aventura, Florida 33180
Re: Lincoln Pointe
Dear Ms. Carr:
This firm represents the owner of the Lincoln Pointe property. As you know, our clients
and the City of Aventura ("Aventura") have had ongoing discussions regarding the
redevelopment of the Lincoln Pointe site since March 2004. On April 7, 2004, the City of
A ventura issued a letter advising that the Lincoln Pointe property may be developed with up to
526 residential units. In reliance on thi,s letter, in August 2004, our client acquired the property
for $41,000,000 and embarked on the preparation of site plans.
Thereafter, our client met with City staff on numerous occasions and presented various
draft site plans for the City's review.
After numerous pre-filing meetings with the City, on December 14, 2004, our office filed
a formal Application for Site Plan Approval which incorporated a proposed site plan proposing
the demolition of two of the four existing structures, keeping the remaining two structures and
proposing the addition of a modern new building. The total proposed density was 526 units, in
accordance with the City's April 7, 2004 letter. Our client obtained surveys, site plans, and paid
the City's filing fee. Despite the fact that the City was aware the existing residential units were
approximately 500 square feet and therefore a valid non-conforming use, we were advised by the
City that if the site was modified in any way for proposed redevelopment, that 1) the remainder
of the site would have to comply with current City code or 2) the applicant would be required to
seek a variance from the City Commission. Granting of such a variance would require a
hardship under the City Code, a standard that would be almost impossible to meet. Although our
client did not agree with the City's position regarding non-conforming uses, our client followed
the City's direction and revised the site plan to eliminate all four of the current buildings and
proposed a single tower meeting the City's Code requirement, the revised application presented a
variance-free site plan.
MIAMI 877808.6 7592420873
BIL2,IN S~MBE~G BAENA PRIC~ AXELROD LLP
.
Joanne Carr, Planning Director
City of Aventura
April 28, 2005
Page 2
On February 16, 2005, our office submitted a Supplemental Letter of Intent with the
revised plans. The revised site plan was designed with a single building and attached parking
garage in accordance with the City Code and similar to other projects that had been approved
under the Code. The City then advised that the site is subject to "Zoning in Progress" as it relates
to parking garages and that the parking garage must be incorporated into and no larger than the
footprint of the building. We requested clarification on this issue but were advised that it is
unclear what the City Commission intended with the parking garage and therefore the City was
unable to advise if the application would meet the intent of the City Commission at the time of
adoption.
In direct response to the City's assertion that the properly was subject to Zoning in
Progress as it relates to the parking garage, our client thereafter provided for a revised the site
plan to provide residential units atop the parking garage such that the entire garage was within
the building's residential core.
On March 7, 2005, the City conducted its development review meeting regarding the
further revised application, and provided draft staff comments at the meeting. Comment number
one of the City's General Comment advised that the City has published notice of "Zoning in
Progress" relating to parking structures. The City further advised that until the issue was
discussed and an ordinance passed, it cannot be determined if the proposed site plan complies
with the intent of the City Commission as it relates to Zoning in Progress. Our client revised the
site plan to comply with the City's explanation of the proposed parking garage ordinance even
though there was not even a draft ordinance to follow, and incorporated the garage into the
building envelope, yet the City staff advised that as they were not sure what the ultimate
ordinance would entail, and essentially any building with a parking structure was on hold until
the City acted on the parking garage issue. The City instituted a de facto moratorium. The net
effect was to unduly delay the application. This is not the intent of Zoning in Progress, does not
meet the lawful criteria for an emergency moratorium and does not evidence good faith by the
City.
In response, our office obtained a copy of the audio cassette tape of the commission
workshop. From the cassette tape, we discerned that the Zoning in Progress should not even
apply to residential structures. We submitted a letter to the City detailing that in fact Zoning in
Progress related to parking garages did not apply to the residential structures, and pointing out
that during the workshop, the City specifically advised that it only applied to the office park, MO
and B2 districts. The City on April 14, 2005 issued a letter agreeing with this position and
receded from its previous stance that the application could not be processed based on Zoning in
Progress.
MIAMI 877808.6 7592420873
BILlZlN 'S~MBE~G BAENA PRIC'& AXELROD LLP
.
Joanne Carr, Planning Director
City of Aventura
April 28, 2005
Page 3
Unfortunately, this Zoning in Progress was just one in a series of deliberate actions by the
City to umeasonably and unfairly delay this application.
The City's draft development review comments of March 7, 2005, also noted that neither
the City's consultant nor the Police Department have provided comments to date. Since that
time, we have made numerous requests for copies of the police and traffic review in order for our
application to proceed. We have been advised that these comments are not yet available. Again,
one can only assume that there is a preordained attempt to delay this application until such time
as a moratorium could be imposed.
Further, the City advised that the entrance drive, which is a private drive, not part of the
application and owned by umelated private third parties, must be brought up to current City
standards in order to issue site plan approval on the property. This is despite the fact that the
entrance drive is a private driveway and not a public road and is previously platted separate
grand fathered parcel. The driveway issue was first raised in late January or early February, and
was never raised during prior meetings with the City when the original revisions of the site plan
were shown to the City for review. Our office submitted three separate letters providing the
legal basis why the condition was legally invalid. We have repeatedly requested a written
opinion from the City and we have not received any formal notification to justify the City's
position.
We have now filed an appeal of this administrative decision. It is clear from the
moratorium workshop held on April 21, 2005 that the political atmosphere is driving the City's
delay. Every effort by our clients has been met by City actions to improperly stall the approval
of this application despite the application being complete and ready for approval by the City.
While we assert that improvement of the adjacent private property is not a legitimate factor in
our client's approval, if the City insists the driveway must be improved to the City standards, we
suggest that the City incorporate this as a condition of approval so that we can seek further
review by the City Commission or the courts of this issue.
We believe this is the only outstanding issue pending before the City in order to issue its
administrative site plan approval aside from the unjustifiably delayed comments from the Police
Department and traffic division, Our client should not be subject to a de facto moratorium by
mere delays in responses from the City's own staff, when our client has revised the site plan to
incorporate the parking garage, even though they did not have to, and when all other aspects of
the application are complete and ready for approval.
The City is acting, and has been acting, in bad faith manufacturing reasons to delay our
proj ect as if the moratorium had already been adopted by the City of A ventura. In an attempt to
circumvent the legal requirements of an emergency moratorium, the City has now issued a new
"Zoning in Progress" notice as to all redevelopment projects. This new "Zoning in Progress"
MIAMI 877808.6 7592420873
BIL'ZIN 'S~'MBE~G BAENA PRII& AXELROD LLP
, .
.
Joanne Carr, Planning Director
City of Aventura
April 28, 2005
Page 4
edict is defective, as a matter of law, in that it creates a total uncertainty as to possible actions by
the City Commission. No rational person can possibly make any informed decisions as to
redevelopment proposals and is placed in the same position as if a full moratorium is in place.
The City has attempted to do indirectly which it can not do directly, create an emergency
moratorium. This will not pass legal muster and should be rescinded.
Thank you for your attention to the foregoing.
CarterN. McDowell
CNM\wp
MIAMI 877808.5 7592420873
(;.~lfIBIT "F"
. .
City of
A ventura
Government Center
19200 West Country Club Drive
Avenrura, Florida 33180
SllSAN GarruEO
MArolt
April 14, 2005
Mr. Brian Adler
Attorney at Law
Bilzin Sumberg Dunn Price & Axelrod LLP
2500 First Union Financial Center
Miami, Florida 33131-2336
COMMISSIONERS
"IDi AuER&.CH
BoB DlAMOND
HAIlRY HOlZl\EllG
BIllY JOEL
MICHAEL STE'"
wz UIlMEZ WEINBERG
EPJC M. SoWkA, ICMA-CM
CnY MANAGER
Re: Lincoln Pointe
Application for Site Plan Approval
Case File No. 04-SP-05
Dear Brian:
Further to your letter of March 25, staff has reviewed the audio tape from the
October 21, 2004 City Commission workshop meeting and finds that the
proposed parking structure regulation revision related to commercial zones only.
Therefore, the zoning in progress currently in effect does not affect the residential
development proposed by your client.
~
Joanne Carr, AICP
Planning Director
C.C.: Eric M. Soroka, ICMA-CM, City Manager
David Wolpin, City Attorney
PHONE: 305-466-8900 . FAX: 305-466-8939
www.cityofaventura.com
...
\0-"
.
.
BIL.ZIN SUMBERG BAENA PRICE & AXEL.ROD L.L.P
A PARTNERSHIP OF PROFESSIONAL ASSOCIATIONS
200 SOUTH BISCAYNE BOULEVARD, SUITE 2500. MIAMI, FLORIDA 33131-5340
TELEf>HONE: (305) 374-7580 . FAX: (305) 374-7693
E-MAIL.:INFOOBILZ1N.COM . WWW.BILZIN.COM
Brian S. Adler, P.A.
Direct Dial: (305) 350-2351
Direct Fax: (305) 351-2206
Email: badler@bilzin.com
March 25, 2005
VIA FACSIMILE
Joanne Carr, Planning Director
City of A ventura
19200 West Country Club Drive
4th Floor
Aventura, Florida 33180
Re: Lincoln Pointe/Application for Administrative Site Plan Approval
Dear Ms. Carr:
The City's positIOn during our development review meeting concerning the Lincoln
Pointe proposed development was that the parking garage is subject to "zoning in progress" as it
relates to the Lincoln Pointe property. The City, under its general comments on page 3 of the
draft comments dated March 8, 2005, advised that a notice of zoning in progress relating to
parking structures was published.
In reviewing the audio tape of the City of Aventura's October 21, 2004 workshop, it is
clear that the workshop only addressed parking structures in non-residential districts. Attached is
a copy of a draft ordinance that was prepared in connection with the workshop, which only
references use regulations in the office park and MO districts.! The City further expanded the
discussion to the B2 district, but did not expand its discussion to any of the residential or Town
Center districts. In fact, the council members and City Attorney discussed a notice of zoning in
progress as it relates to all the commercial zones. Cliff Schulman, the attorney representing the
developer of the town center, inquired how the "zoning in progress" would affect the town
center. Mr. Schulman was advised that the town center is a different zoning category. Ms. Carr
then advised that the "zoning in progress" only pertains to the B2, MO and office park districts.
Section 31-77(h) of the City of Aventura Land Development Regulations provides, under
subsection 3, that the "zoning in progress" commences "upon the date that notice of zoning in
While the draft ordinance proposes to amend the definition of building envelope, and references residential
districts, this proposed change merely highlights that a distinction is being drawn between the applicability of the
proposed ordinances to non-residential structures as opposed to residential structures as it relates to the applicability
of the proposed ordinance.
MIAMI 868640.1 7592420873
, ~IL: ~UMBERG BAENA PRIC. AXELROD LLP
.
Joanne Carr, Planning Director
City of A ventura
March 25, 2005
Page 2
progress is published in a newspaper of general circulation in the City and shall continue in
effect for a period from the date of notice until the subject change, with or without amendments,
shall have been approved or disapproved by the City Commission or for a period of three
months, whichever is sooner."
The notice of zoning in progress is only applicable to the office park, MO and the B2
districts, and therefore does not apply to the Lincoln Pointe property. Additionally, if the City
detennines that the proposed zoning in progress, in fact, does apply to the Lincoln Pointe
property, which we do not concede, the Lincoln Pointe application was filed December 14,2004.
The notice, which commences the effective date of the zoning in progress, was not published
until January 18,2005. Therefore, we respectfully submit that the zoning in progress does not
comply to the pending application by Lincoln Pointe.
Finally, should the City determine that residential structures are subject to the zoning in
progress, and that the zoning in progress in fact applies to the Lincoln Pointe proposed
development, which again we do not concede, a review of the site Plan reveals that the proposed
structure in fact conforms to the definition of building envelope as drafted in the proposed
ordinance.
Thank you for your attention to the foregoing. If you have any questions regarding the
attached, please contact me at 305-350-2351.
~~
BSA/wp
cc: David Wolpin
Tom Brinkley
Stanley B. Price
MIAMI 868640.1 7592420873
l::(.If ,BIT 1/ 6 II
U.,.IZ-ZDD5 1D:l1.. From-TINTER ....olClATEl INe
15. ... 161Z
T-m P ODZ/DOI f-I.1
, -~...-..~
I.~
Tinter Associates, Inc. · Transportation Enbrineers
3:\(E ~:l.l (.'omulercia! Blvd.- 81e: 2U1- Fl.lAlIda"CIale. FL 3)3('19- (9S4)4M-3633- Fu (934) 4&4-9612. WwwJinlcr.CDn\
May 11, 2005
Ms. Joanne Carr, AICP
City of Aventura
19200 West Country Club Drive
Aventura, Florida 33180
RE: LINCOLN POINTE
TINTER ASSOCIATES. INC. PROJECT NO. 01-2051W
Dear Ms. Carr.
As requested by your office, and in a=rdance with our contract with Craven Thompson and
Associates, inc., this firm has examined a Traffic Impact Study prepared by Transport Anelysis
Professionals, Inc. in February of this YElar. The report addresses traffic-related impacts
associated with development of 526 condominium units on property currently occupied by the
285-unit Lincoln Pointe rental community. The property proposed for redevelopment with this
application is located south of Williams Island Boulevard (N.E. 183'" Street> immediately west of
N.E. 31" Court within municipallimils of the City of Aventura. In accordance with our review the
following comments are offered:
Modified Redevelopment Plan
.. Access to the proposed Lincoln Pointe development will, according to the site plan, be
accomplished through one" two-way access location serving the on-site parking
garage. A circular drive with a porte cochere. a Water feature, and an additional garage
access point provides a secondary access location approximately 240 feet south of the
primary garage ingress/egress location. The elimination of multiple existing access
locations and back-out parking along the private road shared with the Biscayne Cove
residential development should serve to eliminate potential points of conflict and
provide for a more efficient accessway.
. The Applicant should, however, comment on the driveway offset shown on the site plan
at the northern access location and the resulting maneuver required to enter and exit
the parking garage from the private road.
Existing TrafIlc Conditions
. Prior to analyzing the turning movement data collected in December of last year the
Applicant should adjust the volumes, if necessary, to reftect peak season conditions.
May-I2-!005 10:11al From-TINTER ....OClATEI INt
9544" 1611
HID P 001/001 H(I
City of Aventura
May 11, 2005
Page 2
Site T ra!fic
. A review of the trip generation methodology shows the Applicant has provided a
conservative analysis in determining addilional traffIC-related impacts associated with
the proposed development.
Signalized Intersection Operation
. Prior to layering project-related traffic onto existing traffic volumes. the Applicant should
address expected project buildout of the new development, background growth. if any,
and traffic from approved but unbulil deveiopment, if appropriate.
The Applicant has submitted a relatively conservative study that shows the traffic signal studied
currenUy operates at Level of Service 'C' and is expected to continue to operate within these
parameters upon bulldout of the Uncoln Pointe redevelopment. The Applicant shouid, however,
address the concerns expressed above prior to issuance of site plan !lpproval by your staff.
In previous discussions with your staff concem has been expressed relative to the adequacy of
N.E. 31~ Court connecting the Lincoln Pointe development to Williams Island Boulevard. It Is
my understanding N.E. 31~ Court south of Williams island Boulevard is a private road. Section
31-232 entitled 'Subdivision Design Standards' clearly states that private local streets may only
be permitted within the City when the design and construction of such streets meets or exceeds
the minimum standards and specifications as ouWned within the LOR's for public streets,
Section 31-232 further requires the geometric design of streets to conform to the minimum
standards established by the Manual of Uniform Minimum Standards for, Design, Construction,
and Maintenance for Streets and Highways, prepared by the Florida Department of
Transportation and A Policy on Design of Urban HighWays and Arterial Streets prepared by the
American Association of Street Highway and Transportation Officials (MSHTO). City staff
and/or the City's civil engineering consultant should review the site plan for conformance to
these standards if deemed applicable.
The above statements summarize our findings relative to the request for Site Plan approval of
the proposed redevelopment. As always, should you have questions regarding our review
please do not hesitate to contact me directly.
Very truly yours,
<Y8'~ ~
J. Suzanne Danielsen, P.E.
Senior Project Engineer
JSD;fmt
w.2lllnmuI01-2D51....101-1OS'''''OO1R
Tmter Associates, .Ine. . Transportation Engineers
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B,LZJN SUMBERG BAENA PRICE & AXELROD LLP
A PARTNERSHIP OF' PROFESSIONAL ASSOCIATIONS
200 SOUTH BISCAYNE BOULEVARD. SUITE 2500. MIAMI. FLORIDA 33131-53040
TELEPHONE: (30!5) 37.-7580 . FAX: (30S) 3704-76Q3
E-MAIL: INFOOBI~IN.COM . WWW.BILZIN.COM
Carter N. McDoweU, P.A.
Direet Dial: (305) 350-2355
Direct Fax: (305) 351-2239
Email: badlet@bilzin.com
April 19, 2005
Joanne Carr, Plarming Director
City of A ventura '
19200 West Country Club Drive
4th Floor
A ventura, Florida 33180
Re: Appeal of Administrative Decision
Dear Ms. Carr:
E'/JI-18/'T .. tI ~
I attach our appeal of administrative decision as it relates to the Lincoln Pointe driveway
issue. 1 also attach our client's check in the amount of $650.00 representing the filing fee for the
appeal along with the requisite mailing labels required with the appeal.
Thank you for YOur attention to the foregoing.
/wp
MIAMI 875020.2 7592420873
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BILZIN SUMBERG BAENA PRICE: & AXELROD LLP
A PARTNERSHIP OF PROFESSIONAL ASSOCIATIONS
200 SOUTH BISCAYNE BOULEVARD. SUITE 2500. MIAMI, FLORIDA 33131-53<40
TELEPHONE: (3015) 3704-7580 . FAX: (3015) 3704-71593
[-MAIL: INF'OCBILZIN.COM . WWW.!IIL%IN.COM
Caner N. McDowell,'p.A.
Direct Dial: (305) 350-2355
Direct Fax: (305) 351-2239
Emall: cmcdowell@bllz.in.com
April 19, 2005
Erik Soroka, City Manager
City of A ventura
19200 West Couptry Club Drive - 4th Floor
Aventura, Florida 33180
Re: Appeal of Administrative Decision Regarding Requirements Related to
Driveway Entrance to Lincoln Pointe Property
Dear Mr. Soroka:
Please consider this our formal request, pursuant to Section 31-83, to ,appeal the
interpretation of the City of Aventura's Planning Director and City Attorney concerning the need
to widen an existing private driveway in order to redevelop the Lincoln Pointe property.
TIris appeal involves the City's purported requirement for improvement of a private
access drive leading to the subject property. On February 7, 2005 (Exhibit A), March 2, 2005
(Exhibit B) and March 16, 2005 (Exhibit C), we submitted letters with documentation and case,
law supporting our contention that it is inappropriate and not supported by the City Code for the
City to seek to require the applicant to widen and improve to current City standards a private,
previously platted, already existing private drive (as opposed to a public or private street),
especially where the drive was originally approved to service approximately 20% more units
than being sought on the Lincoln Pointe property. The drive is owned by private parties over
which our client has no control and no eminent domain authority, and the private drive is not a
public street.
While we have not received a formal written response from the City of A ventura to our
letters, we have been advised that a written determination from the City will be forthcoming
advising our office that the City does not agree with out interpretation and that as part of the
redevelopment of the Lincoln Pointe property we will be required to improve the private drive to
a 50 foot roadway.
Not only is the subject requirement unsupported by the City's Code but is resulting in
extended delay of the administrative approval of the Lincoln Pointe development during a time
when the City is seeking to enact a moratorium. Further, the result of this interpretation is to
require the application to proceed to public hearing when it otherwise is entitled to administrative
MIAMI 875031.3 7592420873
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BILZIN SUMBERG BAENA PRICE & AXELROD LLP
Erik Soroka, City Manager
City of A ventura
April 19, 2005
Page 2
approval to require redevelopment of the property to proceed for City Commission approval at a
public hearing when the redevelopment of the property is entitled to administrative site plan
approval.
As the City is aware, beginning in March and April, 2004, the City was approached with
the potential redevelopment of the Lincoln Pointe property. At that time, the City of Aventura
issued a letter advising that the property may be redeveloped so that any remaining City
requirements at a density of 60 units per acre for a total of 526 units.
Thereafter, our office and the developer met several times with ,the City with proposed
site plans and as a result of those meetings filed an application with the City of A ventura for
administrative site plan approval on December 14,2004. 1brough this process, we have been
met with a series of obstaCles though the project meets the City's Code.
Please note that in our appeal, we intend to rely on the City of Aventura Code Sections
31-171 and 31-172 regarding "driveway standards" which provides that the maximum width of
any drivewav for multi-familv residential developments shall not exceed 36 feet in width as
opposed to the City's purported requirement that a 50 foot wide right of way be provided.
Additionally, we intend to rely on Sections 31-231 and 31-232 regarding the definition of streets
versus driveways, as well as Section 31-78, regarding when platting is required. It is our
contention that because there is no subdivision of land, no replat is required and the existing
driveway is therefore grandfathered as a nori-conforming lot of record and that improvement of
the private property should not be a requirement ,of an application on adjacent private property
owned by third parties. We therefore also intend to rely on private sections 31-271 through 31-
278.
Further, we intend to rely on Section 31-3(b)(5) which provides that the provision of the
LDRs "shall not affect development for which a building permit has been issued on or before the
effective date of the initial adoption of these LDRs.. . ."
Because the roadway was completed and is not being sought to be altered as part of our
development, the City is without jurisdiction by its own code to require alterations or
improvements to that property. '
Based on the foregoing, we respectfully request the City Commission reverse the
decision of the Planning Director and City Attorney that redevelopment of the Lincoln Pointe
property will require the widening of a private road over which the applicant has no ownership or ,
control. Such a requirement if enforced would clearly constitute an inordinate burden upon and a
taking of private property.
MIAMI 875031.3 7592420873
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81LZIN SUMBE:RG 8AE:NA PRICE: & AXELROD LLP
Erik Soroka, City Manager
City of Aventura
April 19, 2005
Page 3
Thank you for your attention to the foregoing.
CNM!wp
cc: Joanne Carr, City Planner
Claudio Stivelman
Tom Brinkley
David Wolpin, Esq.
Stanley B. Price, Esq.
MIAMI 875031.3 7592420873
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BILZIN SUMBERG BAENA PRICE & AXELROD LLP
A PARTHEflSH'P or PAorEISSIOHAL jIt.S$OCIAT.O...
zoo SOUTH BISCAYNE: BOULEVARD, SUITE 2&00. ....IAMI, f'~ORIDA 33131-153040
T~LEPHONE: (3015) 37.-71580 . F,AX: (305) 37.-71583
B"'lln S. Adler, P.A.
Direcr Dial: (305) 350-2351
Direct Fax: (305) 351-2206
Email: badler@bildllocom
It-MAIL: INFOOIUL%IN.COW . WWW.B1LZIN.COM
February 7, 2005
VIA FACSIMILE
David Wolpin, Esquire
Weiss Serota Helfman et al.
2665 South Bayshore Drive
Suite 420
Miami, Florida 33133
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Re: Lillcoln Pointe Application fOT Administrative Site Plan Approval
17900N.E. 31" Court (the "Property")
Dear Mr. Wolpin:
I. BACKGROUND
The above Property is currently the subject of an application for Administrative Site Plan
Approval with the City of A ventura Please allow this letter to further support the reasons
presented on the telephone to you and to Ms. Carr regarding why improvement to the private'
access drive leading to the Property should not be included as a condition, to our client's
approval.
IT. CURRENT USES
The Property currently houses, four separate nonconforming residential buildings. The
City delennined that if our client seeks to redevelop any portion of the Property, all structures
and uses (including existing parking) must be 1) brought up to Code, even if this meant
demolishing an structures on site; or 2) approved with a variance through the public hearing
process; or 3) bring the existing structures into'compliance with the Code. As the City is aware,
the current existing residential units consist of 500 square foot units. In preparing revised plans
for its pending application for Administrative Site Plan Approval, our client has decided to seek
.
MIAMl 855869.1 7592420873
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BIL~IN SUMeERG BAENA PRICI. AXELROD LLP
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David Wolpin, Esquire
February 7,2005
Page 2
a single building without any variances as the current units and parking do not meet Code. I
Thus, our client is bringing nonconforming structures and uses into compliance with the City's
LDRs.
III. NON-CONFORMING LOT
The Property lies at the southern end of a peninsula, and itself has no direct access to a
public road and therefore has no frontage on the public street. The Property's sole vehicular
access is through a non-exclusive easement ingress and egress and utilities.
Article xn of the City of Aventura Code, Sections 31-271 through 31-278 govern
nonconforming lots. The majority of these provisions address nonconforming uses and
nonconforming structures, as opposed to nonconfonning lots.
The current lot is a nonconforming lot in that its physical characteristics do not meet the
requirements of the City of Aventura Code in that the Property does not front on a public road.
A nonconfonning J..Q!, as distinguished from a nonconfonning use or structure, is a finite parcel
of property. This lot was planed prior to the adoption of the Amended City's Land Development
Regulations ("LDRs"). Sections 31-272 through 31-277 of the Code governs expansion,
discontinuation, abandonment, change, repair, reconstruction, alteration, enlargement or moving
of nonconfonning ~ and structures. The City's Code distinguishes between nonconforming
uses and structures on the one hand, and nonconfonning Jots on the other, in that a property
owner has greater control over the edifices contained on the Property but is constrained by the
physical characteristics governing of the land itself. A properly platted lot, especially one like
Lincoln Pointe which is land locked by other properties at the south end of a peninsula, and
which only has access through an easement, does not afford the same control to the property
owner. The property owner cannot exercise eminent domain rights similar to a governing
municipality such that it can improve an adj acent private property or acquire private property
from an unwilling Seller or constrained by a recorded conservation easement.
The City's Code address nonconfonning lots (as opposed to uses and structures) under
two provisions. Section 31-271 provides:
Any nonconforming use, structure, or lot which lawfully existed as of the
effective date of these LDRs and which remains nonconforming, and any
use, structure, or lot which has become nonconforming as a result of the
adoption of these LDRs or any subsequent amendment to these LDRs may
1 Our client's decision to c~mstruct a single structure was partially based on the determination that J~configuring the
existing structures to meet the City's Code would pIOvide units tha~ while meeting the City's Code, would not
pIOduce a marketable floor plan at an acceptable price commanded by the current market place.
MIAMJ 855869.1 7592420873
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8IL~IN SUMBE:RG BAE:NA PRIC" AXE:LROC LLP
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David Wolpin, Esquire
February 7, 2005
Page 3
be continued or maintained only in accordance with the tenns of this
chapter. (Emphases supplied).
Redevelopment of a platted lot with uses and structures that conform to the City's Code is in
accordance with the referenced chapter.
Additionally, Section 31-278, entitled Nonconforming Lots of Record, governs
subdivision of nonconforming Jots when two or more contiguous, vacant nonconforming lots of
record are in a single ownership. By clarifying that it is governing Jots that are under a single
ownership, the City, in adopting its Code, inherently recognized that a property owner only has
control over lots or properties that are under its ownership.
The subject property is a nonconforming lot that is the subject of a current application.
The entrance drive that the City is requesting be improved as a condition to the administrative
site plan approval is actually not a public roadway but private properly, outside the legal
description of the subject application and outside the ownership or control of the applicant. The
subject Jot is a nonconforming lot of record that was properly platted in ]979 as Tract D
Admiral's Port, Section ], Plat Book ]] 3, Page 5], and remains a properly and legally platted
parcel. 1bis property is a legal permissible Jot. Importantly, as you will note from a copy of the
attached plat, the Easement also was platted as a separate parcel and was recorded of record.
Our client does not seek to alter the lot but to maintain the lot, (as opposed to the uses or
structures on the lot), in its existing condition and therefore redevelopment would comply with
.-Section 31-27] of the Code of the City of Aventura governing nonconfonning lots. Had this
been an application to subdivide the Jots; then the City possibly could assert that Section 31-232
applies and the drive must conform to the City Code. However, a clear distinction must bc
drawn between 1) seeking development approval on an existing properly plaited, nonconforming
lot; and 2) the subdivision oflot. The provisions regarding access drives are addressed under
Sections 3]-232 of the City Code governing subdivision of lots. Our client is not presenting an
application to subdivide the Jot.
Redevelopment of the subject parcel should not be treated differently than development
of this parcel had it been vacant. 11 would be potentially confiscatory for the City to take the
position that the subject parcel, if vacant, could not be developed without Ii variance as this is a
legally existing, properly platted, nonconfonning lot.
The City's request would be akin to requiring the Publix adjacent to Aventura Mall to
improve the A ventura Mall ring road, which is owned by a separate entity, solely because the
Publix site will be partially accessed from the private ring road over and across an easement.
This would leave a private property owner at the whim of an adjacent property owner.
M]AMI 855869.] 7592420873
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BILZIN SUMBERG BArNA PRIC-' AXE:LFlOD LLP
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David Wolpin, Esquire
February 7,2005
Page 4
IV. CONSERVATION EASEMENT
Additionally, not only is driveway (1) not a part of the legally existing platted lot, (2) not
under the control of our client, (3) not under the ownership of our client, but (4) is also subject to
other regulatory governing agencies. In 1984, the Miami-Dade County Department of
Environmental Resources Management ("DERM") acquired a conservation easement on the
private drive. The effect of the conservation easement is to limit the area within which the drive
, access may be developed. While the County and DERM did not take title to the property subject
to the conservation easement, the portion of the property under the conservation easement is
subject to regulatory taking such that the expansion of the drive is not only outside our client's
control because of ownership reasons but is otherwise restricted by another government a~ency.
V. ADDITIONAL LEGAL SUPPORT
Both under Florida law and the national prevailing view, legal nonconforming uses and
lots are constitutionally protected vested property interest that may not be terminated unless until
tbe property owner has evidenced the relinquishment or abandonment of that property right for
some other use of the property. Our client is seeking to redevelop the Property whicb is contrary
to the relinquishment or abandonment of property rights associated witb the parcel. Of particular
importance to tbe Lincoln Pointe site, is the Florida case of Lewis v. City of Atlantic Beach. 467
So.2d 751 (Fla. I S1 DCA] 985). This case reviews the fundamental constitutional principals that
mandate provision for lawfully established land uses that predate zoning regulations or in this
case that are rendered nonconfonning by governmental action.' Though dealing with a
nonconforming use, this case is instructive for the Lincoln Pointe drive. In Lewis. the Court
reversed the City's effort to terminate a nonconforming lounge. The City's ordinance was silent
on wbat events would trigger termination providing neither for intentional abandomnent nor
specified period of disuse. The City had interpreted its own ordinance to require termination of
the lounge upon evidence that the operating tenant had attempted to sell his liquor license and
had closed down the lounge. The Court rejected these grounds as insufficient to terminate the
lounge use. The tenant's unsuccessful attempt to transfer or sell the underlying liquor license to a
different tenant in the Court's view did not signify a decision to forever forego the lounge use nor
was cessation of the use sufficient when the City had prevented transfer of the liquor license by
failing to certify the nonconforming use as lawful. Similarly, the requirement for tbe
conservation easement to DERM, on the access road to Lincoln Pointe, cannot be construed
within the penumbra of our client's control in order to require a variance for the drive.
Perhaps even more instructive is the case of Connor v. Chanhassen. ',81 NW 2d 789
(Minn. 1957). In Connor, the zoning ordinance sought to deny the plaintiffs the right to resume
their nonconforming business use of the premises after partial condemnation by the state. The
court found that 'ordinance was an unreasonable police regulation under slate and federal
constitutions. Under Connor. the courts stated that if condemnation serves to activate a
MlAMI 855869.1 7592420873
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8IL~IN SUMBE:RG BAE:NA PRIC,," AXELROD LLP
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David Wolpin, Esquire
February 7, 2005
Page 5
prohibition of a zoning ordinance so as to deprive the owners with the right, to continue thc
operation of the business in their remaining portion of the track, it would constitute an
unreasonable and unconstitutional police regulation.
The City's regulations provide for property to be brought further into compliance with the
City's Code by the eventual improvement'or elimination of nonconformities. OW' client is
seeking to remove four nonconforming structures on the Property and replace them with a single
conforming structures including meeting the City's minimum unit size. However, the City's
proposed interpretation of the Code require our client to conduct offsite improvements on
property not owned, controlled or part of itS application precludes our client from replacing"the '
current nonconfonning buildings on the site within a conforming development. Additionally,
because there is a conservation easement across the subject drive, the City may unreasonably be
imposing an impossible condition on our client.
VI. REQUEST
Based on the foregoing, we respectfully request that the City reevaluate its position that
our client, in order to seek administrative development approval for a conforming structure on its
site, must conduct improvements on: I) private property; 2) that is not the subject of the
application; 3) that is owned by an unrelated private entity; 4) on legally existing, properly
plarted parcel; and 5) that is the subject of a preexisting lawfully in place conservation easement
in favor of a controlling governmental body.
While our client is willing to assist in . the improvement of the drive, it would, be
inequitable to include a condition that required approval of an adjacent property owner and
possibly an impossible condition given DERM's conservation easement.
2351.
Should you have any questions regarding this request, please contact me at (305) 350-
BSNph
Very truly yours,
~~
cc: Joanne Carr (via facsimile)
Tom Brinkley (via facsimile)
Stanley B. Price, Esq.
MIAMI 855869. J 7592420873
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A STRIP OF UPLAND Ai'll) :-;UllM~;RGIIO UNO IN 'l'ijE' HE '.lIit,. .QF StCTION 10.
TOWNSHIP 52 SOUTH, RANG~ 42 EAST, DADE COUN;Y,.~~p~, BOUNDED
ON THE SOUTHEAST AND EAST IIV ^ LINE Ttl1.T IS '~5 I'EE1'WATEP,WARD OF.
'1'Hj,; MEAN HIGH WATr.lt LINt: O~' Tilt: NORTH LAG09/'f AT WIl.J.IAHS'ISLANO.
AND BOUNOED ON TilE NOR1'H. WI::ST AND SOUTH Ill. TilE .f'O.LLOI{IliG
DESCRIBED LINE: . .!. ,
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COMM~Nce AT Till: NOI<THI~I':::;'r COI<N~R 010' TliE NE 1/4 OF SAID SEC1'lON
10; THENCE RUN N 8"'- 51' l~" I~ ALONG 'rHE NOR"tH UNE OF T~E NE 1/1<
OF SAID SECTION 10 FOR A DISTANCE OF 594.22 FEET TO THE fOINT Ot'
1 NTERSI::CTI0N WITH THI:: ARC lH' A CIRCULAR CURVE CONCAVE TO THE
NORTllEAS'I'. 'l'liP. Cl-:Nn:R OJ.' WlllCli BEARS N 48".43' OS" it FROM SAID
POINT OF' INTERS~CTION; THENC~ HUN SOUTHEASTERLY ALONG THE ARC OF
SAID CIRCULAR CURVE CONI:AV~: ora TilE NORTHEAST~ HAVING A RADIUS OF
250.00 FEET, THIlOU(:li A 1:J-:NTAAL ANGLE Of. 5 - 44'. 52" . FOR .AN ARC
DISTANCE OF 25.08 f~~;T: 'l'IH:NCE RUN S 89" '57' 'l"5~.:W .~LONG THE'
SOUTH LINE OF TilE NOR'flt 1 e. 00 FI::ET OF THE 1'/1. 1/4 .OF, SAID SI-;CT ION
10 FORA DISTANCE 010' H.45 mI::T; THENCE RUN S 00. 'Of" 45" It FOR.A
DISTANCE OF 63.82 f'l::j,;'f '1'0 TH!l: 1'01NT OF INTERSECTIOIf,W.ITH'THf ARC
OF A CIRCULAR CURve CONCAVE 'ro TilE SOUTHWEST. TilE CtN'n:R OF WHICH
BEARS'S 17".10' 54" W ntOM SAID POlNT 0)~'lNT~ltSti;CT1~.N; THENC!! HUN
SOUTHEASTERLY ALONG Tlit: ARC O~' SAID CIRCUl..AR CURVE".CONCAVE TO Till:':
SOUTHW~ST, HAVINC A RADIUS OF 308.00 FEET, T~ROUQH'~ LENTRAL
ANGLE OF 330 26' 20". ~'OR AN ARC 01s'r~CE'OF 179,7~:' FEET TO A
POlNT OF COMPOUND (:\JIlVATUIlE Wl1'1-I TilE ARC OF A ~Ac.\:l,J,.A,R P./RVE TO
THE RIGHT; THENG~ KUN :lOU'I'UI::AI;'!'t:Rl.Y ALONG TH.E j\I!,C '.RF ..~AID
el RCULAR CUHVE. "0 'I'llI:': 1{1 GlI'r HAVING A RAOIUS ,'0F.3~4.;jS-6 'FEET,
THROUGH A CENTRAL ANGL~: 010' 32 D 28' 46 It FOR AN "ABCdUSTAN-Ct 0..'
206.66 FEET, THt::NC~: kUN S 06. ~4'. OO'~ E','"TANGEU.1!'Tj:KTH.!.'T..AST
OESCRIBED CURve, fOR A DISTANc:t: OF 243';00 FEEt.':"Tl:l;~G!" I/.UN
, N 830 06' 00" E rOI( A IllS'I'ANCJ:: OF 26.00 'FItE1;'~ .T.()'i.'l1l~ PQ~NT OF
INTERSECTION WITH A LINI:': 1'HA'r IS 26.00 FEf:T '~tEll,Vi .0', THE
EASTERLY BOUNDARY OF .. ADMI HAL I S POR.T SEcTl.olf'l:!l,::M;qOB.,DJ~~ TO THE
PLAT THERE01o'. RECOltllEP IN PLAT 1l00K 113 AT ~PACt.H'~~f'THIt 'PUIlLlC
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N 83": 06' 00'\ E fOIt A Ofl;'rANCE OF 34 FU,'T MOIl,~'.OR :1.1>&5, "1'O.T
POINT OF INTEI(S~:CTlON \oI111i StllD LINE THAT ISJ 5' FEJ::'f: WATEItWARD OF
TilE MEAN HIGH WA'l'ER I.IN~: Of 'I'll!>: NORTH LAGOON A.T \oIl~'l.lAMS .ISLAND.
, SAID POINT OF IN1'ER:n:CnUN llJ;tNc.: THE POINT OF !lI;:CltlNPolC OF .!It&
HEREIN DESCRIBED STRIP 01-' UI'I.ANll AND SUllMERCtD 'LAND;" 'THE;NCE RUN .
S 83" 06' 00" W FOR A PIs'rANCE OF 34 nET, IWRE'.ci"'~.LlHiS. :rei, T~E,
POINT OF INTERSECTION wn'H A I.INE T\V.T IS 26 ,PO .~Q:'l'~:,~TERLY OF'
THE EASTERLY LINE OF SAID VI.AT OF "APHlRAL'$,P(JRT,;:..fjECTION'.l!';
THENCE RUN S 06" 54' 00" Ii: fOR A DISTANCE 0"214.5Q;.~KET 'to:!J:HE
POINT OF CURVATUltK 011 A CI RCULAR CURVE TOTIiE. UG~I'\''''HEliCf:. ~U"
SOUTHERLY ALONG 'fHE ARC 0.' SAID CIRCULAR CURV~. TO".THi.'RICH~ '
HAVING A RADIUS OF 91~.48 y~gT. THROUGH A CENTRAL ANGLE 0'" :
17" 46' 00". FOR AN ARC DISTANCE OF 302.48 FE~T; TH~NCE Run
N 79" 08' 00" W, RADIAL "0 'l'lIE LAST DESCRIIlED CURVE.. FOR A
DISTANCE OF 19.00 n:~;'r TO 'rll~ !'OINT 01>' INTERSECTION WITH THE AkC
OF A CIRCULAR CURVt:, CON(:AVt: TO THE NORTHWEST. THE CENTEII. OF
....IUCH BEARS N 79" 08' 00" W t'ROH SAID POINT IlF I.NTE.RSECTIObl,. SAlD
CIRCULAR CURVE "~lNG 5.00 vt:t~ ~OUTHEASTERLV OF AND CQNCENTRIC .
WITH THE EASTERLY 1l0UNDARY 0.' SAID PLAT OF ..AOKl!UJ....S POR't
SECTION I". THENC!::' RUN' :;OU'nIWl::Sn:RLY A1.0NG THE ARC OF SAID
CIRCUUR clll\VE CONCAVE 'fu TilE NOR'ckwEST. HAVI~G A\' RADIUS ar
.956.48 FEET, THROUGH A Ct;N'l'Il.AL ANGLE OF 2:i" 05' 47" FOR AH, ARC
DISTANCE OF 418.95 n:E:T\ 'l'1I"NCE RUN N 870 '32' OJ'! ~ F.OR A .
DISTANCE OF 10 fEt:'r. Main: OR LEHS. TO THE POINT or .INTERSECTION
WITIi SAID LINE THAT [S III n:t:'r HA'CI::RWARD 'OF THE MEAN" IH GH 'W,ATEK
LINE OF THE NOR'rH I.At;OON AT lo/lLLIAMS IS1.AND.':AN.D.T~E. !i:NP' OF.-T.liI!
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^ STRip OF UPLAND AND SUllMI.!:RGEI) LAND 40 FUT' .1Ji WJP.:t~~:lli tH~'::NE" ~ ~.
1/4 OF SECTION 10, TOWNSHII' 52 SOUTH, RANGE 41'EA$.~i':P.^P~.:CQJ.l.NTY~. :'
fLORtDA, LYING 15J..t:ET WA~'I!RWARD AND 25 'FEET. LANU"'~RQ~9f 'tH!t.,.~.:~, ~
HIGlI WATER LINE OF THE NGK'I"H LAGOON AT Io/ll.UN"S: :J:~~tV:.Il~~!i'/..-;.. . .
MORE PARTICULARLY llP.SCRIIlJ::D AS }o'OLLOWS... ...... ....:.;.:.i/:'i!j: ':',~R,;'.".:;.:,' ..
. .~':.:.." ,::.tJ,f..t; ~'>>.;~i~". -;
COMMENCE A'r TilE NOlrrHWt::lT <:URNl':K OF THE NE 1/4 or.-s.AIP' SEc;rION" ;.
101 THENCE RUN N 89" 57' 15" E ALONG THE NORTH LINE'.oF. TKE..~E J/4
OF SAID SECTION 10 fOR ^ IHSTANCJo; OF 594.22 FEin' .TO THE P01NX 0..'
INTERSECTION WITli ~'I\E AJ(C O~. ^ CIRCULAR CURYE . CONCAVE' TO THe
NORTHEAST. THt:: Ct:Nn:R O~' WIlIClt ~);ARS N 48" 43' 05" E 'FROM' SAID .
POINT OF INTERSl-:CTIIlN: 'Im:NCE RUN SOUTIfEASTERLY ALONG THE'ARC OF
SAID CIRCULAR CUIWI': CONI:AVI( 'I'(l TilE NORTliEAST,. It^Yl~p A RAO~US t;)J.'
. 250.00 rOE!';T, TIIKDU(:1l A CI(N'l'RA1. ANGLE OF 5- ~1 52~'~1o'()1l' A1I .U.C . '.:
Dl~TANCI:: 010' 25.011 J"I;J':T: TIlI':NClo: !lUN S 89- 57'; ,1,$'!. W .~NG':',rIU~ . .
SOUTH LINE O~. 'rlll': 1~()Wrll 1 H.OO n:ET OF THE NE"l14 OF".5AID .!>ECTIOIll
lolt'OR A DISTANCI-: m' '1'J.4~.~'Et::T: THENCE RUN S'{)O~..O~'.4".5~iJJ FOR A
DISTANCE OF 63.82 F!::ET '1'0 'I'HE I'IlINT OF INnR~tt.CT.IQ~ .~1Tl\.<r>>~" ARC.
orl A CIRCULAR CU!{VI, CONCAVf: TO 'fHE SOUTHWES,T /:'l'IJ:E.:;~tIllT~R'Of.::wtllCH
B~RS S. 17. 10' 54" ~ Jo'}lOM SAID POINT QFINT~ItS~C1:~(>IlI;...T\i~~: ~l!"
SOUTHEASTERLY ALorm THK ARC O~' SAID ctRCUl.t\R';".,c.u.1WL~ Q~NC"'V;f;.~;t.9;..JH}l
SOUTHWEST, HAVHIG A RAIlIUS OF 308.00 FEET,: 'I'~~~.~l:~ENJ'Mli::;.;:.:~:
ANGLE Of 33 - 26' 211". FOil. AN AIlC DISTANC~, 0$;:,;'~'1.9!:.75~:~~;?t~~'^" ". :'. . .
POINT OF C~IPOUND CURVA'l'UK~ WlTIl THE ARC 6F".,.:,:(:I,Rf(!J.4-R:"CU\V,;FTPi. :
THE RIGlIT; THENCE HUN lIOO'I'llEASTERLY ALONG '1'HE:'i61tC':';I?F~~D..:~::.~~.:.' ; .'
CIRCULAR CURVE 'J'I) 'I'llI-: It I Gll'I' HAVING, ^ RADIUS:P1.";l~(j;'~6:-fF;l1;'JTi~;:',::,.. '
'. THROUGH A Ct::NTRAI. ANeLH O~" J2' 28' 46" fOK:AIf:;Ai{:r-lll~TA.N.p~.:':o..ri!-':::'.;. .
20,6.66 ."EET I TIIHNC!:: RUN S 06' !l4 too" E; TIJlG~]>!fCl"~~ ~;~<<.) .
DE>SCRIBED CURVK. FOR A nISTANC~ OF 243. 00 FEm.;;:~It:'''~i'~'''(', ' .
N 1s3. 06' 00" ~: FOR A IllS'I'ANCE OF 50 FEET,:I1Ql\~I:~Il~:~i$t;':;~~-$HE;'",
PO:Iln" OF IN'fERs~:c'rION W'1'1I THt:: MEAN Hl,CIl;\oIATell' un>p'ff,-rU,E, pR.TIC'.. .
~GOOtl AT WILLIAMS IS"LIIND. SAID POItlT or 'l~Tt'1/,s,~~#.~!~tl~i, ..KIt.,.: .
PqlNT OF BEGINNING OF 'J'HE IIERHN DESCRIBED"~1:~~:IH,Q1.i:;~.PWp~~w:..{i':",
SUBMERGED .LAND; THENCE Mt:ANDEl{ NORTHW&STER~~5PlDE.~i', t~~~lr"t.~~<,.,:{:,~..
ALONG THe MEAN IIIGll \.IATI(R I,INE of THE NORT~.(:f.#,'P.P,,':'..::W~1>~l:~:-!..;L.
ISw.NO FOR A DISTANCE Oil 5:10 U;SS FEET,"TO'''r.l!~;. . iol. :~1!\1i- ' .:ltF .
'. DESCRIBED STKII' O~' UI'LArW AND :iullMERGED LN'l.l)..j:'i~,,!,.:;:..~[~l. "~-~d~;;',;; '~.~~, ~ .
, II "58 . ", !:-:"'~:..';p:';~ .....~i..., t..~.: 1~';;~' ~.~ ': ~.
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ALl. THAT POKTJ ON 'l'rlcln:llI" 1'IlAT 1.1 ES WEs'rE~~V :,Of: :t~Ri,;"Rri!-.LliW.J)l~' "./:::.
DESCRIBED l.INE' . "-":';~"",.::~~~"""~',.' >" .
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CO"lMENCE A.'J 'rIlE NOK'rIlWI.::i'!' ,:OKNlm OF TliE..NIi.;U4' ;:oJ! $,Up;.:'SE.PJltQ.N'
10; THENCI:>: KUN N 8!1' 51' 15" t: ALONG THE NO~T!{ 1..IN~:PF'11:l1C~E 11.
OF SAID SECTION 10 FOR ^ DISl'ANCI!: or'594.~.~!W~~~~~1..&~'~:'t!r}I~r ~r
: .: t.i"M:' .l.:'~'"" It'''!oifr.. " .. ,I.' , :t.. .
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INTER~ECT10N WITH TIlIl AIU: m' A CIHCULAR ..ctiR\lJ!:R8p.NC.~V~\~~-~ttll~~ .:'A....
NORTHEAST, .'rHt: CI::N'l't:1l O~. Will Ctl ll&AJl.S'N 48~<.:~.p,\;Q:i''..!,~'t.}rJ:P..l<<'I~Qf. '.Y':". '.
POIN'lj OF INTERSEC'r 1 ON; TII~:NC~: lION SOUTHEASTERL..r.~ALDzw.;m:~;::,\Jj..Q~Q.f.;~~!'
SAID pRCULAR CURVE eONC^V~ '1'0 '1'1I!l: NQRTIiEAST. '.llAVI.~::&iMP,1.IlStt~f-'~,:
250.0p FEET, THROUCIl ^ C~:N'I'MI. ANGLE OF 5. 44r''54H':PO,~;~'rliRc;;.W/'-::
OISTA;NCE OF 25.08 J'Et:1'j 'I'HI':NCt: HUH 589'" 57':. 1~".- W..~L,Q~G.:,:rM'j.:~". '.;
SOUT~ LINE OF TltE NORTH 18.00 F!:':lIT OF.THE Nfj JI~ 9!l'''.AA~~r!li~l.o~'i
10 FqR A DISTA:NCI': 0.' 79.',5 n:ET; TH~CE'Ii.UN:.;~.QO~'..o2>:"i', ~_~1':e~a.A'~. ..'
DISTAiNCE OF 63,82~'EET: 'J'HI::N(:1t kUN N 17~ 10' :54'.'. ~1:;P,p,R!,^;!Qt~CJ"', '.
OF 26.00 FEET TO 'rHE POINT O~' IN'fI::RSECTION' WITH:.TIiJ1;:;"^~;'.O~,,,~~~.' f .
CIRC~1..AR CURVE CONCAVE '1'0 nlr. SOUTHWEST, 1HE'CENTli:lI.:'O~.Wl1~CK...';(""'''!
llEAR:i S 170 10'54" W FROM :iMD POINT OF INTE/l.S.&CTIOlf'AfiD- .~~.-: '.:
POINT OF BEGINNING O~' 'rlm 1I~:kEIN DESCRIBED LlNE1 TI.lENCE JlU,aI . ~? - .
SOUTHEASTERLY ALONe 'l'llt: Aile Ill" :lAID CIRCULAR CURVJt .cPr/CAVIl'!R' l'HE
SOUTHWEST, HAVING A IlADIIJIi ()I' 3:14.00 FEET, THROUGH'" CENTM1,' ....
ANGLli: 0.' 33' 26' 20". FOK AN ARl: IHSTANCE OF 194.93 'FEET 'r(r:A~"
POINT OF COHPOUND CUII.VA'l'IIIl~: Wl'I'lI 'I'HI!: ARC OF A elRCULM/. CURVE'l'Q
THE ~10HT: THENCE HUN SOI/'l'ItI::Asn:lll.Y ALOHG THE .Me o~ ,SAID. ..:.r::~i:. .
CIRCl.!1..AR CURVE TO 'fIil:: RIl:Wl' HAVING A RADIUS Of 390.:>6"':FEt.'1\'~">"" .
THROQGH A CENTRAL ANel.!!: ()~. 3:l" 28' 4,6" FOR AN ARC DlS'!'ANct;"QF.:.":'
221.40 FEET; THENt:~:' KUN ::; 06" 54' 00" E. TANGI!:NT TO' 'TKE LASl'i. .
DESCRIBED CUl\VE, i'OK A DUiTANCI:: 0.' 243.00"FI::E'I."TO THE':r.NP'QIi:':.~HE
HEREIN DESCRIBED 1..1 NI:: , . : .:. :," ...:. ;" :..:s~ "-:,;.:~'~:
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. . :' ~:';"':; " : :~{r:.~/'~~f . . :'. ~ \.,~ ~ ~. :
A' S-rRlP OF UPLAND AI~1l SlJllHl::U(am 'LAND 30 n:ET: "1.11/' wIPTii;:aN .mlt'NE :
1/4;OF Sl'CTlON 10, 'J'(JWNSlllP 52 SOUTH, RANGE.9~'~T.~,W>Df COY.tl'N.:
FLORIDA, LYINC 10 n:I':T \.1A'I'I::IlWARll AND 20 FEET'.J,iA.NDWA"J!.D;;QF. TI$:..f1.&AIi
HIGH WATER LINE 01<" 'rilE NOKTIi LAI:OON AT Wll:-v~..,J~.LAJiI.~.~~!HJ.ii-::: .
MORE PARTlCULAl<l.Y P~:CRIllt:D AS fOLLOWS: ":-~r '~;'!~:':"'" .::,..,
. ',- :t. ~ ....: .... .;. .. ,"_'
COMMeNCE A'r Till:: NURTlIWk:S'I' GORNt:lt OF THl-: HE li4" O~~ ~Alli $E"CT"lON
101 'l'HENCJi: RUN N 119" 51' IS" E ALONG THE HoaTJi ~LIN!"Of' THE HE 1/4
OF SAlO SECTION 10 mll. ^ Ol::TANCK OF 594.2.2 nU!:T TO ,TU!l: POINT, 010'
INTEKSECTlON Wl'rH THI~ Me Ot' It. CIRCULA1\ CURVE' CON~\/It'.TO TI:J& .
NORTHEAST, THt: CI::N'n:lt m'wlIJ CH Ilt:AIlS N 48. 43' 'OS", E FROIi SAX D
POINT OF INTIi:R$I~l:'J'llll~l 'l'llJ!N(;~ 11IJtl SOUTHEA.STERLY ALOlU~: THE' ARC 0.'
SAID C1RCULARG\JRV~: I:ONC:^\lI~ TO 'nlE NORTHEAST, HAVlNG A RADIUS 01'
250.uo .n:ET. TIIRO\JGlI A t:~N'rlt^L. ANGl.E OF ~. 44' ~2" :.'0Ii. AN Aile
DISTANCE OF 2:1.08 ~'I':I!T: '1'lll::NCE HIlN s 89" 57.-' :):>" .W..u.QNG THE.
SOUTH LINE O~' TilE NDltl'H Itl.lJU Vl::l::t OF THE N&"1/4 OF. SAID S"l,:cnON
10 :FOR A DISTANCE 0" 79.4~ "!;I!'l': THENCE RUN'SOO.. 92' '45'~ t 'FOlt A
DISTANCE OF 63.1:12 FI':~;T 'I~) 'I,m 1'0lNT OF lNTERS'EeTlON \jlTK.rH~ ARC
OF .A CI RCULAR CURVE CONCA \It: '1'0 TilE SOUTHWES.T: ;'THE .CENT.f:K 0.1' -WHI eH.
BEARS S 17" 10' 54" W ~'KOM :i^lU 1'00NT OF IN'1'ERSl::CTI0N.: THI::NCE RUN'
SOUTllEASTl::RLY ALONG Tilt: AIlC: OF SAID CIRCULAR "CUIlV-E::CONCAVE .to TH~
SOUTHWEST. liAVINCl A RAD I US or :IOH.OO Fl::ET, - 'f.llliQiic;jIl'..i."CE~T~'
ANGLE OF ,JJ" 26' :10". FOR AN Aile UISTANCE OF. :;p!l.l5::~~E't TQ..t- .
POIN'r OF COMPOUND CIJRVA'rUI(~; wITH THE ARC QJI';'''}CIR!l:'~I,.A.Jl: cQaY\i;':'l'O
TilE KIGHT; 'fHENm: I<IJI'I $IlU'I'II~;Asn:RL'i ALONG THE'4~'.Q.f'.:~AID' :;..~..
CIRCULAR CURVE TO 1'111:': RICIlT HAVT.NC A RADIUS .o~.. 36!.t..'5~',. fl::ET, . .
. THROUGH A CENTRAl. AlleLE Ot' :J2. Ztl' 46" fOR AN ,..RC '-DI$TANCE OF
206.66 FI::ET: THENCE KUN S 06" 54~ 00" E, TANG~liT.'TIl:''.ll>>E W.~'T'
DESCRIBED CURVE. FOR A IllSTANCt; O~' 243.00 FE~T'i' T~NCE. \tUN" .
Ii $3" 06' 00" E FOR A D1S'rANCE'OF :10 FEET, MOjl.E .011/3.&$5, 'rq THE
PO~NT OF INTEHSEC'rIt)N WITli THE Itt:AN HIGH WATJo;~ LI~ or T!i.~..N9,RTH'
LAGOON AT WILLlAMl:i \SI.AND; THENCE MEANDEll.l\I.ol/.i!lW~.S.'I;J;;I,t:L"(.: .....' .
l'lORTHEIlL'i. NOR'\W:M;n;RLY. I~Al:i'l'lcl{I.'i AND SQ\J:r"~'r~Rty,,~Ol'\Q ..,THE
ME~ HIGH WATER 1.INE OJo' Till:: NOK1'H LAGOON ^l~'WtLL,~~-':lSU.~D'~l'Olt A
OI~rANCE ().lo~ 560 l'Ek:1~, .MuHI:': UK I.~:SS, TO' THE';.FJ.:.I1$li~N~ 'QJI-Velti'fi' :1'0
DU }'OUNDING \lAY A'r THE NORTH END OF SAID ~QWl'jf4(,;QQif.'A,'l' .\ol~J,.LIAMS
IS NO,' AND 'l'HE 1'0 IN" O~' lu;mNNING OF Tlllf li&R-E1tln~ItS~.1Jl&~'.-~T.lUf',
. Of! UPLAND AND SUIlMI::IlGEO I.ANI>; TKl::NCE C()NTl.NU.~;-"TO::liI'.ttNDER; ,: " .
SOpTIlEASTEIlLY ALONG 'rilE MI::AN HICH WATER L.IN.l~\P(ItI:lt'~pl{rH':b,Il.GOON
A~ WILl.IAMS ISLAND t'OR A uls'rANCE OF 12.'30 f'EBT. Ho,i.K;:.oa: LtiSS':'TO
'I' E POINT O~. IN'mRSt:C1'lClN 'H'rH ,'HE CENTER L.1~E' o1..~lflilf PEO~$'.!-'~IA/'''
B IJ?GE TO THt: IBI.ANL> IN TIII~ SOUTH LAGOQN AT' "!!7tL.t;l~.. ISt.A..~, AND
~~D:N.o OF"fIlL lI~:Rt:lN 0I~~;C1UBEI) s'rRIP'~.~'Y.~~f~:;~~.E~~D .
L~SS TIIA'r POR'fWN 'r1l1m"I)Jo' 'I'1lA'I' l.n:s WITHlli :T~i ~T~RAi. LIMITS Of
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A STRIP OF UPLAND ANU ~UIIM~:l{(mD LAND 30 FE~:~lfi~.lil~. ll'l :~ijE NE-
1/4 OF SECTION 10, TOWN$III P 52 SOUTH, RANGE '.4~' EAS~'~::\' Pf.Df; ~'CQ!1.NT'l,
FLOIlIDA, LYING 1 0 I"I::~;T WA'I'''Il\JAltD AND 20 ft:~l"'l.Atl~~,Jl.D. .{)l.~:"TliE ME~N.
IUCH \lATER LINE Ol" 'cm: NlJl{'rfl LAGOON AT WILqMlSH.l!~~,;..:.~"Jt~~G ':.
MORE f>ARTICULAl{LY llESCll.lll~:D AS fOLLOWS I ". :..."... ....:. .;..".
"' '\l"~ .;: . . '11
COl>ll1ENCE A'f 'I'H€ NOj{'fIiW~::;'I' COIIN~:lt OF THe NE 1/401' '~~'lD' SJ:":q'ION
10; TIlENCE l{UN N Il!l" 57 'IS" E ALONG THE NORTH LlNE";()F TKJt NE 1/4
OF SAID SI::CTtON 10 rOR ^ 111S'I'ANCl:: OF 594.22 FEET TO TilE rOINT 0.'
INTERSECTION \J1'1'1t 'rHK Alll; Ot' A CIKCULAR CURVE CONCAVt: TO THE
NORTHEAST, 'I'HE C!::NTl::lt tH' IJHII:II I\I~ARS N 4S. 43 I OS" r .'IWI{. SAID
POINT OF 1NTERS~:C'I'ION; 'f1U:NCIt IlUN SOUTHEAS'l:~~LY' ALOJlp, THE ARC Ot'
SAID CIRCULAR GIIRV~: CONCAVt! '1'0 Tilt: NORTHEAST;' HA.VIN.C' A RADtuS (w
250.00 fEET, '!'IIKOIlt:IIA O;N'I'IlAL ANGL€ OF 5. 4It'..5?'~'FOll ~ ARC
DISTANCE 0.' 25. 08 1>k:~~I'; TIII::NI;t; KIJI'l. S 89. 57':1 S"; ~ JJ..ONC '~HE
SOUTH LINE Ot' '1'IIE NOll'1'It IH.UU n:l::'f OF 'I'HE NE 1/4 OF, SAIP' ljt:cnON
10 FOR A DISTANGt: O~. '1'J.I.s n:I:":'l'; TIlENCE RUN "S OO."Q.2" '45~ l:': }'Oll. A
DISTANCE OF 63,112 n:~:'l' TU '1'111. 1'00N'r OF IN'f~J!,~~CT~Q~r:-WITll .:rm:AK~
OF A CIitCULAR CURVt; C:<JNCA Vll; '('0 Tilt: SOUTHWEST; .TH~' C~NTf;R. OF WHICli
BEARS S 17. 10' 51," '" ~'I{(JM :lAID POINT 011 IN'.I'EItSj:;CT~ON; .1'HJ::NCE'l{lJfol
SOUTHEA:lTE:RIX ALONG Tin; AIle r)t" SAID CIRCUu"RCUJlVE'.CONCAYE TO Tilt;
SOUTHWEST, l\A V I NG A RAI)! US Ol~ :lU8. 00 ~'EET'" :':r!lRO.l.(~!i :.~. CEN:f~l:
ANGLE Qf -33. 2b' :1.0", FOR AI~ AKC DISTANCE OF-:.IH:75'.I>'EET '1'0 A
POINT OF COMPOUND Clll{VATIIKt: '.11'1'11 'fllE ARC Q~"A ClllCULAR CUIWE TO
THE IUGHT; THENCE IWN SOIlTHEASn;JlLY Al.ONG THE AR~~.r s~i.p:. .
CIRCULAR CURVE "0 TIn: Knarr liAVING A IlADIU~ 'Cr':36~~~6 n:J;:T~'.
'THROUClI A Cl::NTIVIL AN(;l.l~ ()t' n. :1.11' 46" FOR.AN ARCVDI.STANCE. OF
.206.(i6 FE!::T; "Ur:NCE HUN S Ob. 5~ I 00" E. T~'1~iq,' TO~:THE}~~T
DESCRIBED CURVE, FOil. A D,$1'ANCt: OF 243.00. ~Et:Ti'., TH&N.cE. WN .
N1l3. 06' 00" IS FOR ^ 11I:iTANCE OF 50 FEET;:ijOIl.~.-:Oft:":LJ~~S'i -,W THt:
POINT Of' IN'I'ERSI.C'1'IUN Wl'rH '1'11.: 11t::AN ItIGH \J4T'~R',J.;lJ~EfOF '~i!E:"liOIl.'rll
LAGOON AT WI LLIAMli 1 StAN!); THENCt: MEANDER. NQI!:rI\Wf,ST.~RLY ;.~'~ ~,~
NORTllERLY, NORTH!;ASn:II.LY. t:AS'l'f,;KI.Y AND ~OUTI:l~T:~~f ,,~. THl::.'
MEAN HIGH WATJ:;R LIN~: O~' 'rItE NOlfrH LAGOOH:'AT'~WII,;'l~ 'lS.\.;A~D' FOR ^
DISTANCE OF' 560 . fl;E'I', HOIl~ OK I.F.SS,' TO TIjE"'Fi,U~'f(JiG/cux..\1eRTS '1'0
. DUMfOUNDING, llAY AT 'rllE NUR'l'II EN!) OF' SAID 'NQ\t"'Il":~H ..."T':~lLLIAHS
. .ISLAND,'AND 1'HI:: l'Oltl'r Ot' Ill':t:ltlN1NG OF THF.:.tl.t:REHh:,"PtSC1i18tD" $TRIP
OF UP1~ND AN!) SU~Ml::ltq:1) I.ANI); l'I'HI~NCE CONTJN41lf tQ)4~DE.R.\"~ .
SOUTliI::AST!::IlLY AWl'll.: 'I'H.: Mt;AN Hlt.:H \.lATER LINlI:~{lt_~a:-ij~:tlQRTij. LAGOON
AT WILLIAMS ISLAND j"OR A UIS'J'ANCt: OF 1230: F,:f:&:r~i,!\iO:tlf,: '9P":-;l:.f:SS TO
"'fliE POINT 01>" IN'rt,;I{SI~C'I'lON \lITH l'HE CENTI!:H l,.'!NE':Q~ 'TJi~' .p~n.ES.TRl"'N
BRIDGE TO l'HE ISl.ANIl IN Tim tlOll'ril LAGOON A',r"'Wll..,I;iAl'll> ISI:AND, AND
THE llND Ol:'THli Ht:IlIHN DI~SCll! lleD STRIP OF U~wtr:j"tHr S.!JI\I1.1k~(;ED
LAND. . r~~:. ~::.~! .':'P'1!. ::.., .~~~'.
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LESS THA'f paR'!' HlN 'I'lit:IIIW~' 'I'I!AT L1 t:S
THE MORESA lU I' t.:Ut;STlIl AN 1l1l1ll(:E.
WITHIN .'J'Hti:; V.TE~ LIMITS Ot'
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A STRIP Of UPl.ANI1 ANI> :;OI\Ml':I<t:~:1I I.AND 30 f~;e'r IN WIll'I't! tN ol'H~ li~: 1/4 UI'
SECTION la, 'rOWNSHli' ~2 SOU'I'lI, iU\NCJ..: L.2 EAST, 'OADE cOUN'r'c ~'LO~I!JA,
LYING WATERWARI) 01' "l'IlK Jo'Ol.l,OWltW Dl::SCIUIiED 1.1NE,IlI::U~G 1'I1E I1MN HIGH
WATER"L1NE OF TIU: I :a.ANll weAn:!) IIi THE SOUTH I.AGOON AT loHLLIAt1S
ISLAND, BEING MOllE l'AR'rll:\II,AR\.'C DI::SCRIIlED AS ~'OLLOWS:'
COMMENCE A'S: 'l'1i~: I~OHTli\.lI'::;'\' l:llRlllm OF 'rHI:: NI!: 1/4 Or' SAID' $~:C"r IIlN 10;
THENCE RUN /II tl9" 5~' l~" r: ALONI: 'CHE NOIlTH LItH: Or' THE N'" 1/4 Of :;t.!l>
SECTlOll 10 FOil A DI:;TMH:J( IW ~'l", 22 t't:t:'r 1'0 THE 1'01NT .OF IN'n:K:;~:Cl'lON
WITH "fHE ARC OF A I: IRCIII,AII l:UIlVl~ CONCAVE '1'0 TIlJ:: NOH'rHI::AST, '1'111:: CJ::WI'I::K
OF WHICH BEARS N t.1I~ I,:!' ll'l" ~: FKOM SAID POINT llF INn:KSt:C'rI0N: 'J'l1t::Nt:1
RUN SOUTHEASTEIU.Y ALUNtl '1'111:: Aile or' SAID ClkCUt.AK CVIl.VI:: CONCAVl! 'ru '['III; ,
NOll'rHEAST, HAVINll A lUI!JIlI:.; ()~. 250.00 n:.,.'T', TI-IIl.OIlGH A Gt:NTkAl. ANl:l.r: Of
5" 44' 52" FOR AN /llle 1IIST/lNCI~ Ill' 25.011 ~'El::'r: TIIENCt: KUN S lloJ" ~'/' 1~
'W ALONG 'I'HI:: SQU'J'II I.lNI; Ill' 'l'HI~ liolllTIl Ill.OO 1o'I::I::T Of 'nil:: IH: 1/4 .l)f :;'1 III
SECTION 10 fall. A UISTANC1o: lit> 79.45 r'I::I:.'1'; 'fHEtlCl:: I<UN S \lot 01' 4~" Ii:
FOR A DIST/lNCE m" h3,8:1 FI'I,:'t '['0 THl:: t'UlNT OF INTJ::RSl::CTION Wl'fH '1'1110: /Ill.
OF A 11IIlCUL/lR CUllVl~ CONC'\VI~ 'ro '['HE SOU1'llWEST, 'J'liE Cl::N'I'EK OF \olHIGII
BEARS S 17" 10' ~4" W "I!OM SAtll 1'011'11' O~' .1NTEllSEl.~nON: 'l'HI::NC1o: KilN
SOUTHEASTERI.Y AWl'll: 1'1110: /lKe tJI' SAID CJKCU1.A1l. CUtlVl:: CONCAV" '1'0 '1'1I~;
SOUTHI.I1::51', IiAVINI.: A I(AIIIII:': 010" ~Otl.OO n:I!T. THROUGH A Ct::N'l'RAL ANilLt: Or
33" 26' 20", FOil Ml Ml: 1l1:;'fANL:E Of' 179.75 FEI::'I'l'O 101'011'11' OfCOMI'()Uf'/
CURVATURE Hl1'H 'l'H~: AllC Ill' A CIt:CULAR CUIlVI:: TO THE IIIGHT; THt:NC1o: llUN
SOUTHEp,STEIlLY AWl'lL:: 'nil': 1'.11(: 01-" SAID CIIlCULAR CU}(VE: TO THE KIGHT Ii.W{I.
A RADIUS or~ 364.56 1'~~:'I', '1'1I1l01Jl;H ^ C~:NTAA1. ANC!.E Of 32" 1t\' 41," fOKA
AKC DIS'fANCE O~~ 206.66 1-'1::1-:'1'; 'nl~NCE RUN 5 06" 54' 00" E, TMIGEN'l' Tll
THE LAST OESClllllt::U CUKVI':, FOil II 11ISTIINCE !,Jr" 24J.00 fl::I!:'l'; 'fH}:NCt: lllJN
N tl3. 06' 00" E FiliI A Uf:>'l'IINCt Or" 50 FI::I:.'T, ~IOKI:: OR U:SS, TO THE I'I)lN'I
OF IN.TERSECTlON \.II'nl Tim H~:AN II1L::H WATEK LINE <1t Till:: NOQ'fH u>'1:OON 'A'1'
_ WILLIAMS lSI./lNU: 'l'li1::NCt:: MI':/lNlllm lIlORnl\oIt:STl::IlLY, NORTHEKLY,
NOIlTHt:ASn:llLY ,"AliTl::Kl.Y AIH) SOUTHEASTERl.Y ALO/llll THE MEAN Hl11H \JAT!::/(
LINE OF Tilt: NOR'I'II I.IIGOUI( A'r WI.LLIAMS ISLAND fOR A [lIS'fANCI': OF 560
f'E.,.'T, MORE all Lt:S~, '1'0 '1'1110: fI.U:iHINC CULVI::RTS TO UUMlo'OUNOINC MY 11'1' Tl
NORTH END OF SAID NllR'l"1\ I.J\<,;OON AT \JILLIAMS ISl.AND,' l'Hl::Nt:1:: CONTINUE TI
t1EAND1o:R SOUTI11,/I:;n:KLY AI.lINl: 'I'm: Ml::AN HIGH \JATl::K LINt: O~' 'fHt:: NUKTII
LAGOON AT WI LI.1 /lMS ISLANU ~'OR A DISTANCE 0.- 1.230 Ji'iET MOllE OR L1:::S:i '[1
THE POINT or" INTI~K:a;CTlI)N Wl"l'1I 'fHE CI::Nn:R LINI:: OF 'X'HI:: PI::DESTK[AN
BRIOCE TO 'nil'; ISLAllO I N 'I'll!:: SOU'l'H LAGOON AT WI L1.1AMS 1 SLAND; 'fHl::NCF.
RUN. SOUTliW~:5TI!Rt.Y 111.()Nti Tltl:: CI':N'l'ERLINE OF SAUl PEOESTRI AN BRIllGE FOK
OISTANCE OF 1!l5 Jo't:IIT, ~\lllll': 011 l,t:SS TO 1'HEPOlNT OF IN'fEHSECTION WITH
:' THE MEAN HlCH 14A'I't:ll I.IIU: UN Ill\/O lSt.ANIl IN Tlit: SOUTH LAGOON AT
WILLIAMS ISLII/III). "l'III::NC" MI':/lNlJJ:: t NOH'I'HWt:S1'EKLY ALONG "nil:: Mt;AN HIGII
WATER LINt: 0.' SAUl 1~I.^NIl ~"OH ^ D1.STANCK Ot' 12~ FEW1" TO THt: t'OIN'l' 010'
IlEGINNING Of 'fHI:: 11Imt:IN Ill(:;CIHllI':D LINE: 'rl-\I:lNCE MEANOEK SOU'rHEAst'EHI.Y
AND "'ESTERLY AWl'll: 'flU: MI':^N IIll;H WAn:R I.IN~ 0.' SAID ISLAND ~"()Il ^
DISTANCE O~' 4S0 ~'I';In '1'0 '1'11I> I';rw Ok' TilE IIt:Rli:lN lll::SCKlbt:1l LiNE;
LESS THAT I'OIl'rlON 'flil~lmW 'l'li^T l.H:S WITHIN l'HK,.l.ATt:Il.AI. I.IMl'nj Ill-' "I'Ht
AFORESAIlll'~:OI::S'l'RlAI'l I\lHlll:~:.
(D) 6/19/114
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BILZIN SUM6ERG BAENA PRICE & AXELROD LLP
'" PAATNERSHIP 0". PAOF'"EG510NAL ASSOCIATIONS
200 SOUTH BI5CATNE 80UUVA~C. SUITE. 2&00. M''''MI. ,.LOAIO"" 33131-~3~
TElE"HONE: (3oe13?.ot-7580 . FAX: (3011) 31704-71183
E.MAII.: INFO.BILZIN.CO"" . WWW.BILZIN.COM
Brian S. Adler, P.A.
Direct Dial: (305) 350-2351
Direct Fax: (305) 351-2206
Emaa: badl.r@bilzJn.com
March 2, 2005
VIA FACSIMILE
David Wolpin, Esquire
Weiss Serota Helfman et al.
2665 South Bayshore Drive
Suite 420
Miami, Florida 33133
Re: Lillcolll Poillte
Improvemellt on Driveway Oil Adjacent Property
Dear Mr. Wolpin:
1 attach for your further review a copy of the case of Ciiv National Bank of Miami v. City
of Coral SPringS (475 So.2d 984 Fla. 4tli DCA 1985). We researched the attached case to
confirm itremains good law in the State of Florida.
The attacbed case is instructive on two levels. First, the case stands for the proposition
that certain conditions are more properly imposed during the platting process. As noted in my
prior correspondence, the property was previously platted and therefore any conditions related to
the driveway would have been properly addressed during approval of the plat which is valid and
remains in effect.
What is more instructive is the second proposition where the trial court held invalid a
condition requiring improvement of an adjacent roadway prior to issuance of a building permit.
Specifically, tbe condition required:
No building pennit for construction will be issued until Royal
Palm Boulevard has been improved (widened) to a four (4) lane
roadway in the area immediately adjacent to this plat.
The court found that to include such a condition without any indication as to when or if
said portion of the roadway would be 4-laned was in the nature of a building moratorium
MIAMI 862742.1 7592420873
.
directed to a specific parcel ofland and without meeting afIy of the formal requirements for such
moratorium. As such, the court held the condition invalid.
In the instant matter, the proposed condition is even more egregious as it is outside of the
ownership or control of either the City or the applicant, and therefore, there is no indication when
or if the adjacent roadway could even be expanded.
Based on the foregomg, we respectfully request the City of Aventura not condition
improvement of the adjacent private roadway as a prerequisite to administrative site plan
approval for the subject property or issuance of a building permit
Thank you for your attention to the foregoing. Should you have any questions Tegarding
the attached, please contact me at (305) 350-2351.
v cry truly yours,
.
BSAlph
1? Yo--
Brian S. ~ '
cc: ,Eric Soroka, City Manager (via facsimile)
Joanne Carr (via facsimile)
Tom Brinkley (via facsimile)
Stanley B. Price, Esq.
:.,
MIAMI 862742.1 7592420873
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475 So.2d 984
475 S0.2d984,IOFla.1... Weekly 2169
(Cite as: 475 So.2d 984)
C
/ . District Court of Appeal orFlorida,
Fourth District.
CITY NATIONAL BANK OFMlAMl, as Trustee,
Petitioner,
v.
CITY OF CORAL SPRINGS, Florida, Respondent.
No. 85-678.
Sept. 18, 1985.
Rehearing Denied Oct. 14,1985.
Bank, as trustee, sought certionui and mandamus
regarding conditions imposed by city for approval
of plat, for location of convenience store. The
Circuit Coun, Brow8rd County, Linda L~ Vitale, J.,
approved in port and disapproved in part city's
resolution which approved proposed plat subject to
three conditions. Bank petitiooed for writ of
certiorari. The District Court of Appeal, Hersey,
CJ., held that: (I) city validly imposed conditions
requiring ten. foot buffer strip or landscaped area
along <lne boundary or plat and requiring entrances
and exits to pennit right turn only, and (2)
conditioning issuance of building permit upon
improvement of adjacent roadway to four'lanes was
appropriately stricken by trial courL
Certiorari denied.
West Headnotes
11] Administrative Law and Procedure C=763
l5Ak763 Most Cited Cases
Scope of review to be utilized by District Court of
Appeal considering order of circuit court entered on
review of administrative action is limited to
detennination of whether circuit court afforded
procedW"ll1 due process and applied correct law.
U.S.C.A. Const.Amend. 14.
12] Zoning and Planning <:=375.]
414k375.l Most Cited Cases
(Formerly 4l4k375)
Once a party complies with all legal requirements
..
Page 2 of4
Page I
for platting, there is no discretion in government
authority to refuse approval of the ,plat.
(3] Zoning and PlanningC=382.6
414k382.6 Most Cited Cases
(Formerly 4141<382.1)
City validly imposed as condition of approval of
proposed plat for convenience store a ten..:.foot
buffer strip of landscaped area along one bouodary
of the plat, as reasonable application of section of
city's code of ordinances.
[4] Zoning and Planning C=382.6
414k382.6 Most Cited Cases
(Fonnerly 414k382.])
City's cOndition for approval of proposed plat for
convenience store, that all entrances and exits
indicated On the plat would be labeled "Right Turn
Out Only; was validly based upon legal
requirement that applicant demonstrate that there
will be safe and adequate access to - area sought 10
be platted.
(5] Zoning andl'lanning C=382.2
414k382.2 Most Cited Cases
151 Zoning and Planning C=436.]
414k436.1 Most Cited Cases
(Fonnerly 414k436)
City's condition for approval or proposed plat for
convenience stoTe, that no building permit for
construction would be issued until adjacent road
had been improved to four-lane roadway, was in
nature or building moratorium directed to specific
parcel of land without meeting any of the formal
requirements for such moratorium. and as such, was
appropriately stricken by trial court, and provision
of trial court's order pennitting further bearings as
to whether the condition could preclude landowner
from any reasonable use of its prop, indefmitely
was proper determination.
16] Administrative Law and Procedure C=683
l5Ak683 Most Cited Cases
Whether or not holding of circuit court is supponed
by substantial competent evidence is not
appropriate inquUy by District Court of Appeal on'
ceniorari review of administrative action already
reviewed by way or certiorari in tbe lower tribunal;
District Coon of Appeal reviews evidence
presented to circuit court, and only wben order or
02005 ThomsonlWest. No Claim to Ori~. U.S. Gov!. Works.
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475 So2d 984
475 So.2d 984, 10 FIa. L. Weekly 2169
(Cite as: 475 So.2d 984) .
judgment has been entered without any competent
evidence may District Court of Appeal fmd
departure from essential requirements of law on
basis of evidence or lack ofit.
-985 Gerald L. Knight of Gustafson, Stephens,
Ferris, Fonnan & Ha1~ l' A., Fort Lauderdale, for
petitioner.
John M. Wynn or Paul J. McDonough, P.A., Coral
Springs, for respondent.
HERSEY, Chief Judge.
By petition for writ of ceniorari we are asked to
review an order of the circuitcoun approving in
part and disapproving in part a resolution adopted
by respondent city which approved a proposed plat
subject to three conditions.
On approval or a plat for a Stop-N-Go market to be
located on Royal Palm Boulevard in Coral Springs,
Florida, the city commission imposed the following
conditions:
1. A len (10) foat buffer strip (landscape area)
will be included on the pial along its
northwesterly bound"'Y;
2. All entrances and exits indicated on the plat
will be labelled "Right Turn Out Only";
3. No building penn it for construction will be
issued until Royal Palm Boulevard has been
improved (widened) 10 a four (4) lane roadway in
the area inunediately adjacent to this plat.
City National Bank of Miami soughtceniorari and
mandamus in the circuit court which upheld the first
and second conditions and further directed the city
to "delete condition No. 3 or provide further
hearing on said issue." The bank then filed its
petition here for funher review.
[I] The scope of review to be utilized by a district
court of appeal considering an order of the circuit
court entered on review -of administrative action is
limiled to a determination or whether the circuit
court afforded procedural due process and . applied
the correct law. City of Deerfie/d Beoch v. Vaillant,
419 S02d 624 (Fla.l982); Cherolcee CrusMd
Slone, Inc. v. City of Miramar, 421 So.2d 684 (Fla.
4th DCA 1982). No issues are raised, based upon
failure of the circuit court to afford procedural due
process; thus, the sole inquiry is whether the
.
Page 3 of 4
, Page 2
correct law was applied.
[2} It is elementary that once a party complies with
all legal . requirements for platting there is no
discretiOl1 in government authority to refuse
approval of the plat. In Broward County v. Narco
Realty, Inc., 359 So.2d 509 (Fla. 4th DCA 1978),
the proposition was explained in the following
language: ,
All persons similarly situated should be able to
obtain plat approval upon meeting uniform
standards. Otherwise, the official approval of a
plat application would depend upon the whim or
caprice of the public body involved. Yokley, in
-986 his work, Law ,of Subdivisions, fi 52, states:
"Thus, while public policy requires municipal
control of such development,. nevertheless, the
authority of 8 town to deny 8 landowner the right
to develop his property by refusing to approve the
plat of such development i~, by statute, made to
rest upon specific standards of Q slatllte or
implementing ordinances. ThereafterJ the
approval or disapproval of the plat on the basis of
controlling standards becomes an administrative
act. "
Likewise, in Section S3 of the same work, the
author states:
"When the statutes and ordinances have beeD
complied with in making a plat of a subdivision,
the active approval by a village board haS been
held 10 be ministerial, and such act may be
enforced by 8 writ of mandamus."
Id. at 510 (emphasis added).
The petitioner's posJllon is that all legal
requirements were met inasmuch as the city
commission's additional requirements were not
properly promulgated standards and therefore were
not legal. Respondent city points out the existence
of certain standards made applicable by virtue of its
home rule powers, in addition to the landscape
standard contail)ed in a city ordinance applicable to
condition one. See section 166.021, Florida
Statutes (1983).
[3][4] We hold that condition one is validly
imposed as a reasonable application of section
20-513 of the Code of Ordinances of the City of
Coral Springs. Condition two is similarly valid
based upon the legal requirement that an applicant.
02005 Thomson/West. No Claim to Orig. U.S. GoVl. Works,
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475 So.2d 984
475 SO.2d 984,10 Fla. L. Weekly 2169
(Cite as: 475 So.2d 984)
Page 3
demonstrate that there will be safe and adequate
access to the area sought to be platted. Broward
, County y. Coral Ridge Properti... Inc., 408 So.2d
6~ (Fla. 4th DCA 1981).
The circuit court held the third condition invalid on
the basis that
The Court simply fmds that to include such a
condition on the plat without any indication in the
record as to when or if said portion of the
roadway will be four-laned could preclude the
landowner from any reasonable use of owner's
property indefinitely. CITY OF CORAL
SPRJNGS accordingly directed to delete
condition No.3 or pTovide further hearing on said
issue. .
[5J Condition three was in the nature of a building
moratorium directed to a specific parcel of land and
without meeting any or the formal requirements for
such a moratorium. As such it was approprialely
stricken. The provision of the order permitting
further bearings on this issue was a proper
determination, Page v. Lin.., 150.F1a. 433, 7 So.2d
599 (1942), the court thereby granting partial relief
by way of mandamus.
[6] Whether,or nOltbe balding of the circuil court
was supponed by substantial competent evidence is
not an appropriate inquiry by this court on certiorari
review of administrative action already reviewed by
way of certiorari in the lower tribunal. We review
the evidence presented to the circuit coun and only
wben an order or judgment has been entered
without any compelent evidence may we fmd a
departUre from the essential requirements or Ibe law
on the basis of the evidence or' lack of. it. Finding
no sucb deficiency here we decline to grant
certiorari.
CERTIORARI DENIED.
DELL and BARKETT, JJ., concur.
END OF DOCUMENT
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BILZIN SUMBERG BAENA PRICE & AXELROD LLP
A P....J1T....r.J1.$HI.. 01" PJlOF'r.SSIONAL ASSOCIATION.
ZOO SOUTH BISCAYNE BOULEV....RD. .sUITE 1!500. MIAMI. FLORIDA 33131-153<40
TEI.EPHONE: t30Sl 317-.-7&80. "AX: (3015) 37...715."
E-MAIL: lNf'OeBILZIN.COM . WWW.I5ILZIN.COM
Brian S. Adler, P.A.
Direct Dial: (305) 350-2351
Direct Fax: (305) 351-2206
Emali: badlet@blit.in.com
Mm-ch 16, 2005
, VIA FACSIMILE
David Wolpin, Esquire
Weiss Serota Helfman et al.
2665 South Bayshore Drive
Suite 420
Miami, Florida 33133
Re:
Lincoln Pointe
Driveway on Adjacent Property
Dear Mr. Wolpin:
This firm represents Lincoln Pointe in connection with the application for site' plan
approval on the property located at 17900 NW 31 It Court in the City of A ventura. In furtherance
of the arguments espoused in our two prior letters as to why improvement of the private adjacent
driveway should not be required as a condition of site plan approval for the Lincoln Pointe
property, we assert the following.
On March 31, 2004, our office provided the City with a Jetter detailing the history of the
zoning approvals on the Lincoln Pointe and adjacent Biscayne Cove properties. As part of the
documents provided to the City, we illustrated that the original Lincoln Pointe property was
approved to be developed with a total of 659 units, which consisted of 624 condominium units
and 35 townhouse units. I have attached a copy of our march 31, 2004 letter (without
attachments) for your ease of reference. '
One of the justifications raised by the City of A ventura in connection with potentially
requiring improvement of the adjacent private driveway for any redevelopment of the Lincoln
Pointe property is the potential increased traffic based on the proposed site plan, It is our
understanding that the City's position is that the private driveway was not constructed to
accommodate the proposed vehicles. As noted in our prior letters, the driveway was platted as a
separate parcel and accepted by the goveming municipal body. As illustrated in our March 31,
2004 correspondence, the original approval, as platted, and the original entrance road easement,
MlAMI8664tS.17S92420873
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8~LZIN S~MBE:"G 8AtNA PRICA AXE:lROO lllll
David Wolpin, Esquire
March 16, 2005
Page 2
as platted, was approved to access 659 units on the Lincoln Pointe property and 659 units on the
B iscayne Cove property.
Therefore, we respectfully submit that the subject Lincoln Pointe property is, a
grandfathered lot of record that was approved for access for 659 units to Lincoln Pointe. The
proposed development is seeking to develop 20% less units than originally approved for the
property. '
Based on the foregoing, and cumulatively based on our prior letters dated March 2, 2005,
February 7, 2005 and March 31,2004, proposed conditions on the improvement of the driveway
is not legally justified. Thank you for your attention to the foregoing. As always, I may be
reached at (305) 350-2351.
v cry truly yours,
~:kiL
Brian S~M!
BSA/ph
cc: Joanne Carr, City Planner (via facsimile)
Eric Soroka, City Manager (via facsimile)
Tom Brinkley (via facsimile)
Claudio Stivelman (via facsimile)
Stanley B. Price, Esq.
MIAMI 86641~.1 7~92420873
11'00222211' 1:21:.1'0'105'11.1: 01:.5'100 50 I:. ClII"
DATE:04/14/05 CXf:2222 TOTAL:$650.00......'. BANK:SHEOPERA - SHEfA.OR OPERATING ACCOUNT
PAYEE:CITY OF AVENTURA(CITYOFAV)
Property Account
SHEFAOR 1330
.
.
Invoice
Description
04142005
LINCOLN POINTE ADMIN. A.PPEAL FEE
Amount
650.0
650.0
~/
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I I
, I
1~ ~
~~;;f~
City of Aventura City Commission Meeting Date
Agenda Item No. ~ A
Date of Visit, Investigation or Receipt of Expert Opinion S;;/~ft }'
DISCLOSURE OF SITE VISIT
INVESTIGATION AND EXPERT OPINION
Ordinance 96.ot
q/r;;/c5-
, .
Nature of Contact (check as applicable)
W Site Visit
o Investigation
o Expert Opinion
Substance of Contact:
~< /TA~;r?L~~~
Identity of Person Participating in Contact: ?-v ~.
Respectfully,
Commissioner or Board Member:
/3,1',{ ~/c7;;>K"">74/
Name ~/. . /-? '.4
/"~c(/~~ -- ~
ignature
Filed this -k- day of
.:J...:-~/....R
1 \,..i.-
"1"1 ,,\
~,\.\j Jl <','
\
-
04- i\W-C6 ,
1*~bA
APPLICANT REPRESENTATIVE AFFIDAVIT
Pursuant to Secllon "l-fl\D),-'JVJ Of me loRY ex I\vemura Lana ueveIOpment \AOe, tnlS ApplIcam Kepf8Sef1latlve Amaavlt is hereby made and
submiUed. The under~gned autl>orized representative of the individual or en~ty appl~ng for the Development Penn., which is identmed i1 the
accompan~ng application. and the owner of the property subjeo! to !he application (~ dl[erenq hereby lists and Identifies ar. persons representing the
individual or e'lily applying for !he Development Permit in connection with the application, as foOOWS:
Name
Relationship (i.e. Attorneys. Arohllecls, Lendseape
Archftects, Engineers, Lobbyists, Etc.)
Stanlev B. Price. ESQuire
Attornev
Brian S. Adler. Esquire
Attornev
Cliff Schulman. Esauire
Attornev
Robert L. Krawcheck. Esquire
Attornev
(Attach Additional Sheets If Necessary)
NOTICE: ANY STATEMENT OR REPRESENTATION MADE BY ANY PERSON LISTED ON THE APPLICANT REPRESENTATIVE
AFFIDAVIT SHALL BE BINOING UPON THE INDIVIDUAL OR ENTITY APPLYING FOR THE DEVELOPMENT PERMIT AND THE
OWNER OF THE SUBJECT PROPERTY. APPLICANTS AND AFFIANTS ARE ADVISEO TO TIMELY SUPPLEMENT THIS
AFFIDAVIT PURSUANT TO SEC. 31-71(B)(2)(tv) OF THE CITY'S LAND DEVELOPMENT REGULATIONS IN THE CITY CODE, IN
THE EVENT THAT PRIOR TO CONSIDERATION OF THE APPLICATION BY THE CITY BOARD OR COMMISSION, THE
INFORMATION PROVIDED IN THE AFFIDAvrr BECOMES INCORRECT OR INCOMPLETE.
'{t..-
I'I~TNESSMYHANDTHISLDAYOF r;:EfmN{}~R.. ,2005,
AUTHORIZED REPRESENTATIVE OF APPLICANT: OWNER
SHEFAORITARRAGON, LLLP, a Florida limited
liability limited partnership
By: Aventura Tarragon GP, LLC,
Its General Partner
By: Tarra on South Development
"' s Managing Member
By:
a Grot!
as! OIas Boulevard Suite 1660
t Lauderdale FL 33301
By:
(Signature)
Name'
(Print)
Title:
Address:
MIAMI 923036.2 7592420873
1
STATE OF FLORIDA
COUNTY OF BROWARO
Before me the undersigned authority personaRy appeared JAMES M. CAULEY, JR. as the authorized representative of the
Applicant andlor the oVlner of the property subject 10 the application, who being fi me duly sworn, did swear or affirm that he/she
executed this Affidavit for the purposes stated therein and that it is true an
AFFlkNT
SWORN TO AND SUBSCRIBED BEFORE ME this 6t day of S. 8f.-2005.
nCV~~t(a. ~y~
Notary Pubic Slate of Florida At Large
Printed Name of Notary (' A /2.0' I/Of' J'/ I! C! 12 b 0 .131-1
My commission expires: 0 a /7- I Ill'"
l\'C'T.>.R\' PrBUC-S1.m or flORlDA
'~If Carolina Cordoba
~.: ;). Commission :DD4091S3
~ Lxp\res: ~I.>.R. 21, 2009
!ctl.4<t;' Ibn.1tiutiekn&c c"..me..
MIAMI 923038.2 7592420873
2
BUSINESS RELATIONSHIP AFFIDAVIT
This Aff~avn is made pursuanllo Socllon 31-71(blI2){ii) of the City of Avenlura Land Development Code. The undersigned Affiant bareby discloses that:
lmarl< with 'x' applicable portions only)
~1
Affiant does nol bave a Business Relationsbip with any member of tbe Clly Commission or any City Advisory Board to
whlcb the awicatioo will be presented.
JJ2.
Affiant hereby dIscloses fhat 11 does have a Business Relationship with a member of the City Commlssion Of a CIty Advisory
Board to wbich the appllcalion will be presented, as follows:
(Ust name of Comms~oner or Advisory Board Mamber) wbo serves on the
(Ust City Commission" City Adv~ory Board upon which member serves).
The nalura of the Business Ralationship ~ as follows:
III. Member 01 City Commission or Board bolds an ownersblp Interestin excess of 1 % 01 tolal assets" capital stock
of Applicant or Representative;
[] II. Member of City Commission or Board IS a pa:tner, oo-sbareholder (as to shares of a OO!pllration whici1 are not
listed on I!lIY natklna! or regiona! <lock exci1l!l1ge) " joint venturer v.t.h the Applicant" Representalive In any
business venlure;
[] IiI, The Applicant or Representative Is a efient 01 a member of the C~y Commlsslon or Board or a CUent of another
professional working from the same offICe Of for the same employer as the member of the City Commission or
Board;
[I iv. A City Commissioner or Board member is a Client of the Applicant or Representative;
[] v. The Appflcan\ or RepresentaUve Is e Customer of the member 01 the City Commission or BaaIlI (" of his or her
employer) and transacts more than $10,000.00 of the business of the member 01 the City Commisskln or Board
lor h~ or her employe<) in a given calendar year,
II vI. The member 01 the City Convnission or Board ~ a Customer of the Applicant or Representative and lransac'$
more than $25,000.00 of the business of the Applicant or Representative In a given calendar year.
WITNESS MY HAND THIS ~ DAY OF ~R'eI?2005.
APPlI lYE:
By: Signature)
"The tel7l1s "Business Relationship: 'Client: "CUstomer," "Applic8nt: 'Reprasenlative" and 'Interested Person' ere deffned h1
Section 2-395 of the Avewlll City Coda.
MIAMI 923038,2 7592420B73
4
WITNESS MY HAND THIS it!.... DAY OF ~J"&4": 2006.
REP N TI : (Listed on 'Business RelationShip AffidaYit)
By: Signature) By: (Signature)
Jr. (Print) Name: (Print)
(Print) Tille: (Print)
By: ISignature) By: (Signature)
Name: SI.nlev B, Price (Print) Neme: (Print)
Title: Attorney (Print) Tille: (Print)
By: (Signalure) By: (Signature)
Name: Brtan S. Adler (Print) Name: (Print)
Title: Attorney (Print) Tille: (Print)
By: (Signature) By: (Signature)
Name: Cliff Schulman (Print) Name: (Print)
Tille: Attorney (Print) Title: (Print)
By: (Signature) By: (Signature
Name: Robert L Krllwcheck (Print) Name: (Print)
Title: Allomey (Print) Title: (Print)
NOTE: 1) Use duplicate sheets K disclosure Informatton for Representatlye varies
2) Applicants and Affiants are advised to timely supplement this Affidavit pnrsuantto Sec. 31-71 (b)(2Xiv) of
the Ci1y's Land Development Regulations in the City Code, in the event that prior to consideration of the
application by the City Board or Commission, the informalion provided in the Affidavit becomes incorrect or
incomplete.
MIAMI 923038.27592420873
8
NOT ARIZA TION PROVISION
STATE OF FLORIDA )
COUNTY OF MIA!M.QADE)
JAME
SWDRNTDI\ND SUBSCRIBED before meth. (_,il'-d'YOf Sf:f1EHOi'&05,
NOTARY PllHJC-;r.m OF nORmA
~d Carolina Cordoba'
l.~// (.:':r:~~;sS:OJ =DD409383
"I1't. L\puc.s: ht'Jt 21 2009
J,opdtd. 1tru AL\ol,J)tie B<:nd.i.na: e.o.) lIl.c:.
by me duly 6WOm. did swear or atrrm tha,t heJshe
B.fore mo, the undenigned .uthorlty, poroon.Dy appeared. JAMES .... CAULEY, JR., the AftionL
executed this Aftida~l( fOl1he purposes alated Ihereil and that it. is true and corred.
.CAULE ,JIt
-Y~'a dv~,,-
POOli:: S..I. of F~rij. All",. n ~
CA.eO(..IN/1 CO"..."" 8A
PrIn1ed Name of No..ry / t
MYCOITll"Ms~n"'pites: 3,7..1 0"1
STATE OF FLORIDA )
COlJ~'TY 0, MIAMI-llADE)
Before me, the undel3igned 8uthcriy, personalty appeared. STANLEY B. PRICE, the Afflant, who beIng fIrSt by me duly sworn, did swear QI'" affirm that heJshe
execuled 1hls A1IIdavh lor lhe purposes $\Bled therein and that it is true and correct.
STANLEY B. PRICE
SWORN TO AND SUBSCRIBED before me this _ day 01
2005.
Notary Publk:SlsleofFIorkIa Atl.oJg.
PrInted Name of Notal)'
My comm..ion expires:
STATE OF FLCRJDA )
CDUNTY OF MiA"HlADE)
Before me, the undersigned auUlOrily. personally appeared. BRIAN S. ADLER, the Atrteot, wIlo being first by me duly sworn, did swear or affirm that he/she
executed this Affidavit for 1he purposes stated Ilereln and that Ills 1rue and correcl
BRIAN S. AOlfR
SWORN TD AND SUBSCRIBED beIo.. me thls _ day 01
2005,
Nolllry MIle State of Fk>i1d. At LaIgO
PmIedN.meofNolaly
MyCOt11nlsslonexpitts:
STATE OF FLORIDA )
CDUNTY OF MlAMI.DADEI
Belcxe me,the underlligne<lllllthcli~, penonolly oppeal.d, RDBERT L. KRAWCHECII, ... Atr8nt, .mo bcl'1llnt by me duly sworn, did sw.ar.r aflrm th.t
tlelshe executed tis Affidavl for !.he PUfl)OSe5 staled therein and that It Is true and correct.
RDBERTL.KRA~ECK
SWORN TO AND SUBSCRIBED before mo lI1is _ day of
,2005.
Notaly Publlc State of Fbr1da At Large
Printed Name of NoIa~
My comm\sslcn cxplrea:
MIAMI 923038.2 7592420873
3
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'\"",..!Y
BUSINESS RELATIONSHIP AFFIDAVIT
This Affidavit is made pursuant to Section 31-71(b)(2)(ii) of the City of Aventura Land Development Code, The undersigned Affiant hereby discloses that:
(mark with 'x' applicable portions only)
)>6
Affiant does not have a Business Relationship with any member of the City Commission or any City Advisory Board to
which the application will be presented,
[ 12,
Affiant hereby discloses that it does have a Business Relationship with a member of the City Commission or a City Advisory
Board to which the application will be presented, as follows:
(List name of Commissioner or Advisory Board Member) who serves on the
(List City Commission or City Advisory Board upon which member serves).
The nature of the Business Relationship is as follows:
[] i. Member of City Commission or Board holds an ownership interest in excess of 1% of total assets or capital stock
of Applicant or Representative;
II ii, Member of City Commission or Board is a partner, co-shareholder (as to shares of a corporation which are not
iisted on any national or regional stock exchange) or joint venturer with the Applicant or Representative in any
business venture;
[] iii. The Applicant or Representative is a Client of a member of the City Commission or Board or a Client of another
professional working from the same office or for the same employer as the member of the City Commission or
Board:
[] iv, A City Commissioner or Board member is a Client of the Applicant or Representative:
[] v. The Applicant or Representative is a Customer of the member of the City Commission or Board (or of his or her
employer) and transacts more than $10,000.00 of the business of the member of the City Commission or Board
(or his or her employer) in a given calendar year;
[] vi, The member of the City Commission or Board is a Customer of the Applicant Of Representative and transacts
more than $25,000.00 of the business of the Applicant or Representative in a given calendar year.
?I~<
WITNESS MY HAND THIS L DAY OF 0u~u,\Y ,2005.
(Signature)
'The terms 'Business Relationship,' 'Client,' 'Customer,' 'Applicant,' 'Representative' and 'interested Person' are defined in
Section 2-395 of the Aventura City Code.
MIAMI 923038.1 7592420873
5
BUSINESS RELATIONSHIP AFFIDAVIT
This Affidavit is made pursuant to Section 31-71(b)(2)(ii) of the City of Aventura Land Development Code. The undersigned Affiant hereby discloses that:
(mark with 'x' apl'icable portions only)
tJ.1.
Affiant does not have a Business Relationship with any member of the City Commission or any City Advisory Board to
which the application will be presented,
[ ] 2.
Affiant hereby discloses that it does have a Business Relationship with a member of the City Commission or a City Advisory
Board to which the application will be presented, as follows:
(List name of Commissioner or Advisory Board Member) who serves on the
(List City Commission or City Advisory Board upon which member serves).
The nature of the Business Relationship is as follows:
[ I i. Member of City Commission or Board holds an ownership interest in excess of 1 % of total assets or capital stock
of Applicant or Representative;
[J ii, Member of City Commission or Board is a partner, co-shareholder (as to shares of a corporation which are not
listed on any national or regional stock exchange) or joint venturer with the Applicant or Representative in any
business venture;
[] iii, The Applicant or Representative is a Client of a member of the City Commission or Board or a Client of another
professional working from the same office or for the same employer as the member of the City Commission or
Board;
[] iv, A City Commissioner or Board member is a Client of the Applicant or Representative;
[] v, The Applicant or Representative is a Customer of the member of the City Commission or Board (or of his or her
employer) and transacts more than $10,000,00 of the business of the member of the City Commission or Board
(or his or her employer) in a given calendar year;
[ ] vi. The member of the City Commission or Board is a Customer of the Applicant or Representative and transacts
more than ~,ooo.oo of the business of the Applicant or Representative in a given calendar year.
WITNESS MY HAND THIS K DAY OF ~ ')/\V ,2005.
(Signature)
"
'The terms 'Business Relationship,' 'Client,' 'Customer,' 'Applicant,' 'Representative' and 'Interested Person' are defined in
Section 2-395 of the Aventura Cfty Code.
MIAMI 923038.1 7592420873
6
WITNESS MY HAND THIS DAY OF ,2004.
REPRESENTATIVE: (Listed on Business Relationship Affidavit)
By: (Signature) By: (Signature)
Name: James M, Caulev, Jr. (Print) Name: (Print)
Title: Developer (Print) Title: (Print)
~- RJ//
By: '- ~. \0'';'' (Signature) By: (Signature)
Name: Stanlev B, Price (Print) Name: (Print)
Titie: Attornev (Print) Title: (Print)
By: (Signature) By: (Signature)
Name: Brian (Print) Name: (Print)
Title: Attomev (Print) Title: (Print)
By: (Signature) By: (Signature)
Name: Cliff Schulman (Print) Name: (Print)
Tille: Attomev (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
NOTE: 1) Use duplicate sheets if disclosure information for Representative varies
2) Applicants and Affiants are advised to timely supplement this Affidavit pursuant to Sec. 31-7l(b )(2)(iv) of
the City's Land Development Regulations in the City Code, in the event that prior to consideration of the
application by the City Board or Commission, the information provided in the Affidavit becomes incorrect or
incomplete.
MIAMI 923038.1 7592420873
8
NOT ARIZA liON PROVISION
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority. pel"SOflally appeared, JAMES M. CAULEY, JR., the Affiant, who being first by me duly sworn, did swear or affirm U1at he/she
executed th~ Affidavit for the purposes stated therein and that K ~ true and correct.
JAMES M. CAULEY, JR.
SWORN TO AND SUBSCRIBED before me this _ day of
.2005.
Notary Public State of Florida At Large
Phnted Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared, STANLEY B. PRICE, the Affiant, who bein~ first ~ mp. duly ~om. did swear or affirm that he/she
executed this Affidavit for the purposes stated therein and that it is true and correct ,"'" u_ "./ ./
'\~,~
STANLEY B, P~
SWORN TO AND SUBSCRIBED before me thiS~ ray of ~005,
,\tlll" Alb'
........;..t.~y.~fI'"".. Kyra arracm
g~"dl..~1COmmillion # 00>48962
~~-i~l}ElpireS: AUG. 22, 2008
...."I~~l~~".... v.'\\-v..',AA.RO~NoT.o\RY,com
Printed Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the unders~ned authohty, personally appeared, BRIAN S. ADL~n
executed th~ AffidavK for the purposes stated therein and that K ~ true and correct, l.-.S '
BRIA
SWORN TO AND SUBSCRIBED before me th~srr.y of /vIg\ As:h
,....-;.~Y.'~~'I,,'; Kyra Albarracin
!~"'dl..'~1commission # 00>48962
;~..&~<TiEIpires: AUG, 22,2008
"~~''''Q'';':''
""'~~t~\\\"" y.,"'^'W.A.l,J.osNcT.....~,co:n
Phnted Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI.DADE)
Before me. the undeB~ned authority, personalty appeared, CLIFF SCHULMAN, the Affiant who being first by me duty sworn, did swear or affinn that he/she
executed this Affidavit for the purposes stated therein and that it is true and correct
CLIFF SCHULMAN
SWORN TO AND SUBSCRIBED before me th~ _ day of
,2005,
Notary Public State of Florida At Large
Phnted Name of Notary
My commission expires:
MIAMI 923038.1 7592420873
3
g;
BUSINESS RELATIONSHIP AFFIDAVIT
This Affidavit is made pursuant to Section 31-71(b)(2)(ii) of the City of Aventura Land Development Code, The undersigned Affiant hereby discloses that:
(marl< with 'x' applicable portions only)
~ 1, Affiant does not have a Business Relationship with any member of the City Commission or any City Advisory Board to
which the application will be presented,
[ ] 2, Affiant hereby discloses that it does have a Business Relationship with a member of the City Commission or a City Advisory
Board to which the application will be presented, as follows:
(Ust name of Commissioner or Advisory Board Member) who serves on the
(Ust City Commission or City Advisory Board upon which member serves).
The nature of the Business Relationship is as follows:
[] i, Member of City Commission or Board holds an ownership interest in excess of 1 % of totai assets or capital stock
of Applicant Of Representative;
[J ii. Member of Ctty Commission or Board is a partner, co-shareholder (as to shares of a corporation which are not
listed on any national or regional stock exchange) or joint venturer with the Applicant or Representative in any
business venture;
[] iii. The Applicant or Representative is a Client of a member of the City Commission or Board or a Client of another
professional worl<ing from the same office or for the same employer as the member of the City Commission or
Board;
[] iv, A City Commissioner or Board member is a Client of the Applicant or Representative;
[] v. The Applicant or Representative is a Customer of the member of the City Commission or Board (or of his or her
employer) and transacts more than $10,000,00 of the business of the member of the City Commission or Board
(or his or her employer) in a given calendar yea~
By:
[] vi, The member of the City Commission Of Board is a Customer of the Applicant or Representative and transacts
more than $25,000.00 of the business of the Applicant or Representative in a given calendar year.
HANO THIS LOAY OF ~2005.
IV:
(Signature)
*The tenns "Business Relationship," "Client," "Customer," "Applicant," "Representative" and "Interested Person" are defined in
Section 2-395 of the Aventura Cffy Code.
MIAMI 923038.1 7592420873
7
WITNESS MY HAND THIS ll:-- DAY OF ~~A ,2OoS'
REPRESENTATIVE: (Listed on Business Relationship Affidavit)
By: (Signature) By: (Signature)
Name: James M, Caulev. Jr. (Print) Name: (Print)
Title: Developer (Print) Title: (Print)
By: (Signature) By: (Signature)
Name: Stanley B. Price (Print) Name: (Print)
Title: Attomev (Print) Titie: (Print)
By: (Signature) By: (Signature)
Name: Brian S, Adler (Print) Name: (Print)
Title: Attorney (Print) Title: (Print)
By: ---(Signature) By: (Signature)
Name: Cliff Schulman (Print) Name: (Print)
Title: Attorney (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Titie: (Print)
NOTE: 1) Use duplicate sheets if disclosure information for Representative varies
2) Applicants and Affiants are advised to timely supplement this Affidavit pursuant to Sec. 3 1-7 I (b)(2)(iv) of
the City's Land Development Regulations in the City Code, in the event that prior to consideration of the
application by the City Board or Commission, the infonnation provided in the Affidavit becomes incorrect or
incomplete.
MIAMI 923038.1 7592420873
8
NOTARIZATION PROVISION
STATE OF FLORIDA )
COUNTY OF MIAMI-OADE)
Before me, the unders~ned authority, personally appeared, JAMES M, CAULEY, JR" the Affian~ who being first by me du~ swom, did swear or affinn that he/she
executed this Affidavit for the purposes stated therein and that it is true and correct.
JAMES M. CAULEY. JR.
SWORN TO AND SUBSCRIBED before me this _ day of
,2005,
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
STATE OF FLORIDA I
COUNTY Of MIAMI-OADE)
Before me, the undersigned authority, personally appeared, STANl.EY B. PRICE, the Afflan~ who being first by me duly sworn, did swear or affirm that he/she
executed this Affidavit for the purposes stated therein and that it is true and correct.
STANLEY B, PRICE
SWORN TO AND SUBSCRIBED before me this _ day of
,2005,
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the unders~ned authority, personalty appeared. BRIAN S, ADLER, the Affian~ who being first by me duly swom. did swear or affinn that helshe
executed this Affidavit for the purposes stated therein and that it is true and correct.
BRIAN S, ADLER
SWORN TO AND SUBSCRIBED before me th~ _ day of
2005,
Notary Publ~ State of Fklrida At Large
Printed Name of Notary
My commission expires:
STATE OF FLORIDA I
COUNTY OF MIAMI-OADE)
I HULMAN
...'0<
SWORN TOAND SUBSCRIBED before meth~L day ofs...;.~~2OO5. ~
~",., ~t\. No~ry Public State of Florida ~C-; 01
!""I. Mana-Jose Lopez Notary Publ~ ta 0 rge
'\ ~. My Commisskln 00373825
....J' Expires 121312008 Printed Name of Notary
My commisskln eXPi~: \\~o.:'So",";" Co~<...e,.
'':1 ",'t. - ~ - o~
affinn that he/she
Before me, the unders~ned authority, personally appeared, CLIFF SCHULMAN, the Aflian~ wh
executed th~ Aff~avtt for the PUIjlOSOS stated therein and that tt ~ true and correct,
MIAMI 923038.1 7592420873
3
. Sep-06-05
Il:37am From-Bilzin
305 375 6146
T-194 P.006/007 F-173
BUSINESS RELATIONSHIP AFFIDAVIT
This Affidavit is made pursuant to Section 31.11(b)(2)(ii) of the CitY of Avonlura lond DevelopmOllt Code. The undersigned Affiant hereby discloses that
, (mark with 'x' appiicable portions only)
~
AffiMl does !!!ll have a Business Relationship with any member of the City Commission or any City Advisory Board to
which the application will be presented.
[J2.
Affiant hewby discloses that it does have a Business Relationship with a member of the Cily Commission or a City AdvisOty
Board to whIch the application will be presented, as follows:
(Ust name of Commissioner or Advisory Board Member) who SOlVes on the
(Ust City Commlssion or City Advisory Board upon which member ....es).
111. nature of the Business Relationship is as follows:
I) i. Member of City Commission or Board holds an ownership interest in excess of 1 % of total assets or capital stoCk
of Applicant or Representative;
( I n. Memt>er of City Commission or Board is a partner, co-sharehOlder (as 10 shares of a COl'pO<a!ion which are not
listed on any naWnal or regional stock exchange) or joint venturer with the Applicant or Representative in any
business venture;
r J m. The Applicant or Representative is a Client of a member of the City Commissioo or Board Of a Client of another
professional working from the same office or for the same employer as the member of the City Commissioo or
Board;
[] iv. A City Commissioner or Soard member is a Client of the Applicant or Represantalive;
[I v. The Applicant or Representative is a Customer of the member of the City Commission or Board (or of his or her
employer) and transacts more than $10,000.00 01 the business of the member of the City Commission or Board
(or his or her employer) in a given oaJendar year;
[I vi. 111e member of the City Commission or Board is a Customer of the Applicant at RepleSentatlve and lraMacts
more than $25,000.00 of the business of the Applicant at Representative in a given calendar year.
WITNESSMYHANOTHIS V/"DAYOF ~f~t'"I;.t(" .2005.
APPUCANT~~n.,.../
By: /,;;~ ~4~ (Signature)
Y Robett L Krawr:heCk, eq.
Attomey
"7he terms 'Business RelaUonship: "Client: 'Customer,' 'Applicant,' 'Representative" and '/nleresfed Parson' are defined in
Section 2-395oHIle Aventura City Co<te.
MIAMI 923038.2 7592420873
7
S,p"06-05 11:3Tam From-Bilzin
WITNESS MYHAND THIS 6xiAyOF q,-rcc-
305 m 6146
T-194 P.OOT/OOT F-lT3
.200C
REPRESENTATIVE: (Listed on Business Relatiooship Affidavit)
By: (Signature) By: (Signature)
Name: James M. Cauley. Jr. (Print) Name: (Print)
TItle: Develooer (Print) TItle: (Print)
By: (Signature) By: (Signature)
Name; Stanley 8. Price (Print) Name: (PrinQ
TIUe: Attorney (Print) Title: (PrinQ
By' (Signature) By: (Signature)
Name: Brian S. Adler (PrinQ Name: (Print)
Title: Attorney (Print) Title. (Print)
By: (Signature) By: (Signature)
Name: Cljff Schulman (Plint) Name: (Print)
TIUe: Attomey (PrinQ TItle: (Print)
By: //~,,,~~gnature) By: (Signature
Name: Robert l. Krawcheck (Print) Name: (Print)
Title: Attorney (Print) TItle: (Print)
NOTE: 1) Use duplicate sheets if disclosure information for Representative varies
2) Applicants and AffianlS are advised to timely supp1ement this Affidavit pursuant to Sec. 31-71(b )(2)(iv) of
the City's Land Development Regulations in the City Code, in the event that prior to consideration of the
application by the City Board or Commission, the infonnatiQl:l provided ill the Affidavit becomes incorrect or
incomplete.
MIAMI 923038.2 7592420873
8
$ep-OH5 11:!6am Frem-Billin
!05 m 6146
T-194 P,005/007 F-17!
NOTARIZATION PROVISION
STATE OF FlOflJDA "
COUNTY OF MIAMI.DADE)
Before me. the undecsigned au1horily, _al~ appoared. JAMES M. CAUlEY, JR, 1I1e Affiant wfIo being fir>! by me du~ ....... did $Wearer affltm that hoIsne
executed l'1is Affidavit for It1e purposes slaled therein and lhall is 1rue and correct.
JAMES M. CAULEY. JR.
SWORN TO AND SUBSCRISoD be[o(e me this _ day of
,2005.
Nolaly Public SIa1e of FIoricl. AllaJge
Printed Name of Notl'Y
My commissloo ""Pires:
STATE OF FLORIDA I
COUNTY OF MIAMI-DAOE)
Before me. 1I1e under>ilned aulhori1y, peISOn.lly .ppeared, STANlEY B. PRiCo. the Afflanl wf10 being first by me dilly swam. did .....r or amnn that ~e/sI1e
execuled this AffIdav. fer the pUrpose$ _1I1...ln and thai. is true and correol
STANLeY B. PRICE
SWORN TO AND SUBSCRIBoD bolo.. me this _ day of
2005.
Notary Publ~ Stile of Aor1da At Ulrye
Pr1nted Name of Notlry
Mr "",mission e;<pires:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Betom me. the underaigned authoril)'. pecsonaJIy appeared. BRIAN S. ADLER. the Affiant who being fir>! by me du~ swam, did swear or aIfinn that helshe
"""""ad 1I1is Allidavitlorthe purposos Slated therein and !hat n is 1rue and correct
BRIAN S. ADLER
SWORN TO AND SUBSCRIBED beloro me this _ day of
2005.
Notlry Public Stile of Florida Al Lory"
Printocl Name of Notary
My commisslon ""Pi...,
STATE OF FlORIDA ,
COUNTY OF MlAMI-DADE)
Before me. the undersigned aulhorlly. """,,nally appeared. ROBERT L.. KRAWMCK. It1e Afflarlt, wfIo beil1llfirst by me duly Mm. did $Wear or afl'lIlll that
hels~e executed this A1IidavK for the _eutaled therein and !hat K I; """ and conect. ..-
"......I.~lk"'q K Alb .
!~~..!Itf;;~ yr~. maCUl
-. /A ':.. :CeIl1mllSlen#DD'''~.
:~.~... ~
\~......'-I!EIpi.res: AUG. 22, 2008
~#7 OF f\.~",:
~"nl'\'\ wvrw.A.u.osNorm.com
R
SWORN TO AND SUBSCRIBED before me 1his~ay of~ 2005.
PrinIad Name 01 NotaIy
My COmmIssion..,,;.o.:
MIAMI 923038.2 7592420673
3
AFFIDAVIT
STATE OF FLORIDA
)
) ss:
COUNTY OF BROW ARD )
BEFORE ME, the undersigned authority duly authorized to take oaths in this
State and County, stated above, this day personally appeared James M. Cauley, Jr., who
has first been duly sworn, and deposes and states:
1. My name is JAMES M. CAULEY, JR., I am over the age of eighteen (18)
years and have personal knowledge of the facts contained herein.
2. I am President of Tarragon South Development Corp. ("Tarragon").
3. Shefaor/Tarragon, L.L.L.P., a Florida limited liability limited partnership
("Owner"), an affiliate of Tarragon, acquired the property known as Lincoln Pointe on
the 19th day of August, 2004, pursuant to a Purchase and Sale Agreement dated the 27th
day of February, 2004. A true and correct (with deletions) copy of that contract is
attached as Exhibit "A").
4. Since the time of the acquisition of the property, A ventura Tarragon GP,
LLC, a Florida limited liability company, Aventura Tarragon LP, LLC, a Florida limited
liability company, and Shefaor BH, LLC, a Florida limited liability company, the partners
of Owner, have expended the sums shown on Exhibit "B". These expenditures were
made in good faith reliance upon written assurances of the zoning and pennitted density
of the redevelopment of Lincoln Point and include both hard and soft costs incurred and
LlLincoln Painte/Contract/Affidavit of James M. Cauley
VerI
8-31-05
paid by such parties in acquiring and moving forward with the anticipated development
of the property.
5. In addition, and in good faith anticipation of the redevelopment of the
Lincoln Point property, this rental property had leases periodically coming up for
renewal. Due to the pendency of the redevelopment of the site, those leases were not
renewed and for approximately 8 months, the occupancy rate of the site effectively was
under 50%. As a result, Tarragon suffered substantial economic losses.
Executed in Broward County, Florida on )#EP: ~,2005.
FURTHER AFFIANT SA YETH
~
.-
NAUGHT.
Sworn and subscribed to before me
~daY
Of-~2005 by
me or [ ] who produced
-s- ~ who [~is personally known to
as evidence of identity.
J ~,ul J .~t~~
~YPUBLIC
Name
My Commission Expires:
~a\ Kath_SMaI1<ell
;.~; MyCormUonD0178078
~...... El<piqo -. 08. 2007
LlLincoln Painte/Contract/Affidavit of James M. Cauley
VerI
8-31-05
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8,023.03 .. 4126 12-11-2ll00
10, 023.ll~'
10,000,00 " 1120 10-31-111114
10. llllO. 00'
1.200.00 .. .", 06-07-2005
1,ZIlIl.1I0'
1.163.76 .. 6651 06-29-2005
1,lG3.16'
9,121l.0ll " ... O...3O-Z01l0
233.90 " 2704 05-01-2005
195.51 .. 6655 06-29-2005
10,149.31'
1,635.DO " 5807 115-12-2005
1,635.00-AP 5907 0~-12-2005
1,535,00 .. sP07 05-12-2005
1,6J5,00'
'tanaron C~"'Ilante.
U!2-ai..coI.iNCbi.K1li:lDiDl'
""
,.nn
"""
1'UJUIClt!on
""'-
lRC3R!lCCothersurveylnv/!l'lIulhold
011 11-1Q-J:004APcoo.t
OR 11-30-l!004 III' <10.1:
OIl 12_0'_2004J.l'coot
tM04-010 con<l!> Kan'~Il....nt
011' U_31_2004ARcoolt
011 ltp30pl!004McOlt
011. llt-;n-21105 AI' COlt
1-04-11201'tdUclIIg:l.r..."
o 05-01-200531:<:IlIt
OH 06-1D~l!00& lIP COlt
1-04-110Inlp.cUOOlI
o 01-30-2(lO4 o7C "olt
o 11-0$-2004 JC "Olt
1-04-eOll Ponn1tthll/PtOcelli"g
o 05-01-200& "C"Olt
011 112-21-2005>> coat
011 03-]1-l!005 1\1' 00.1:
OK 04-30-2005 1\1' <=oat
1)2,-2I-2(105111' eDit
03-31-200"5 lIP ""jt
OJ-31-211051.1'<:0It
02-21-2(105Al'<:0It
1-Q4-'00conauJ.tallt.-0t!let
o 01-01-2004 JC COlt
o 09-01-2004 lICoolt
o Oil-01-2004.JC COI1:
o OgMol-2004"C","lt
o 11-05-2004.JC ",,"t
OH J.Q-21_20ll4Al'ClIH
OR 11-05-2004'" elIlt
Oil: 1l_D3_20ll4 M' COlt
1-05-g00 Con<lo!lOCU""'"U
OK 10-11-2004"'c...t
011 10-U-2004'" c""t
OH J.o-ii-2Q04M'<:....t
011 02-01-2005 M' CDJlt
1-01-0&11 Applil2o't:1onl' Approvals ro.",
011 12-1i-2004lUcDJlt
OK 12-14-2004 Al' ODJIt
OM 12-14-2004 l\R ODJIt
011 12-14-2004 Ai' o""t
1-07-UOORC
o 11-2tM2004l\RcDtlt
o 11-2'-20041.1' <:o.t
o U-29-200( "I' co.t
o 11-2'-200(AI!"....t
o 12-21-200(Al'co.t
J._07_'00Ll........... l'eDDl.I:,UI"l'."t.MOtb.r
o 0'-30-2004JCca.t
l-OI-OlOLlllllol
o 05-0t-2C05JCcoot
011 04_22_200CAPOOlt
l-ol-o~o ,. " r:
C 0'-OB-200' "I: c~.t.
o 11.05-2004 "l:eD.t
1-01-150 Ko.rkllt SUl'V'Y
o 0'-OB-2004"l:co.t
1-01-'00 'rtl~tlav.hp_nll Colt.e-01:he~
o Q9-0B-200CJCClIlIt
1-09~010 LaJId
011 O'-U-UO(l\Rcoat
011 04M2!Ml!004APc:o.t
011 03-01-2005 1\, """t
1-09-0~O 11~.. l\pp~ovah
o C5-01-2005JCc""t
o 07-07-200!JC<:..-t.
o 0'-1l~-200S JC coat
OH 03_ll't_l!00:i1U!co.t
011 03-15-,20051,1><:o.t
en 03-15-2005.UClO.t
011 0:;-23-200:;"1'<:Cl.t
OH 05-U-200$I., cc.t
011 06--0'-2005 AI' <:o.t
en 01-15-200$.u co.t.
0:11 o4-;&5-Z005!\.Pc:e.t
OR 05_]J_21105J\,'cc.t
01-15M2005lU'CCl.t
Ol-15-Z0n!\.pce.t
t.utiipd.hl 08-02-2005
Vendor
tla.ednt!.cn
fortJ.n,:Laavy. !kiln, Inc.
ForUn, ~'VY, 5);ilc.. Inc.
Fort1n.:La.vy, Btl1....Jne.
,.....CenUn.ntaJ.llrOllp.lne.
'rhllecntinllnt.lQrClIlP.Inc:.
'r....Cc>nullIntdGrollJl.1M,
InYoice
230>>5
232811
23351
111_001
171-002
171~00.
Ttan')>Detl\.r>lllYlll.frotuden.l 10332/",1l.4572
O,U.'ottaWotd'M.OC
ClIll.Port.lf.l:d'.....ClC
ll'U, 'DetillW.nI 'M'OC
Dell,'oru W.r" '''''.oe
lliillllifi:l"noili.aC1.jjiJi:Xl
DIll. .nt.W.reI ".....SllC
Oell.'ortll1l'.relcMlIoc
R...Xl.no:rP;e.1tI'Conllultlnc
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01l:rh1:.1na 'Aucc.iu;cll
htdotSutVlIyingcMOoppinV
I'.triot 1I\l:rv.y1nq' M.pp1nv
'.triot;"tvC:YWllCIoI.pp1nV
htr10tS\ltv.y1n'i cMapping
M1&&l.-ll.... County
I:ity of Avelltllra
1:1tyetllVlntllu
I:U:yof"'vcntUtA
M1and-ll.ch County
M1alll1-ll.d.Countl'
Mi.mi-llad.County
Mialll1-D.d.County
Miam.J.-O.".County
1'~<>oob.t9.~..:rlc'" , Kc~nl);. ~...
r~DInboq,p..rlow. I KOrrl1k, ~A
rronbtr;.P.:rlow, ,KOtn1k, 1'10
llro.d.ndc....l
II1lz1n 8U1Obo~V lI..n.
lil:rlnS.....r'ill..n.
1111rin 8lU1b.rllllun.
lil:rlnSlUIb'rgll..n.
'ro.d .nd C...tol.
'ro.d.ndCu.el
llilzlJlS.....ng'..n.
lIibJ.nS.....rg...n.
Uldn 5u1llb.rgB.c:n.
1lJ.lzb.7\llllbnllBnnll.
1i1nn ......II:IJ llun.
F46F
MHF
MOF
FUP
tinF
KUr
rur
0(MZ09
2501
0'/2S~10n5
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'"
'"
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12~(~4
121(0.
12140'
12140t
112904-1\
112904-8
11290'-ll
112904-'
112904-8
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04UOt
042204
599301
8'~33
lun
89923
UU3
'06415
lOi007
89933
tIlts
12025
89933
n'iB
"I: Enttie. by "Db
OI-II-2DOS
'-'
T".nnttion typ.. 1nc:llK1ech
Cllfitl
Y!!ll!.
Ac:Ctg
~ ~!!llEh Rill.
15S2..o"dart200420e. 2SI.n, ... 4126 12-17-2004
l:i52-<lrdllI:1200<42179 IU.75 ... 4126 12-17-260.
15U-/IuJ:v"y 1,&32.50 ... 4140 12_20-2004
OtIMrSurv.yinll/'l'hu.holdToto1 2.076.]1.
1$$2~Inv U71~061 2,400.00 ... U89 01-0J-2005
1~1l-tllvJ171-002 862.50 ... UU 01.03.2005
1.55,2-Pr:l1l111CDlnl'~ 75.00 ... 5.73 04-01-2005
CondoK.II.IJ_ntTetal 3.137.50"
'l'tall..brCln.inc:oQlnPt,,-1552 4.202.50 " '''. 05-01-2005
1552-K&l16-,7"n10 2.185.00 ... 7259 09-10-2005
Tr.U1eDlIl1nt.r1'cta.l 6.311.50-
~port tcrG'nCllndll! h"r"'J't 5,00e.00 " n. 0!l.30M2004
Cnl:o.taTnn.:lnrodln/Ci 3,OOO.00_JC 1120 10-31-2001
Inlp.cUon.'!'et.l 2,000.00-
1't.1lSf..~ CIPLinc:odn '1:1-1552 U2.75 " 2701 0!l-01-2005
1!152F(6F U9.00 ... 5907 05-12-2005
1~2-K44F 212.50 " 5901 05-12:-2005
1552-puw,t1:1n9 397.50 ... S65~ 06-29-200:;
1552-I"UF 469.00 ... 5907 05-12-2005
1!lS2"14H!' 212,50 ... 5907 05.12-2005
(RovI1552-KUF 2J.2.S0-'" Si07 115-12-2005
lRovI1552-N&!' 469.00-'" SS07 05-12-2005
'.""ltt1n9/Proc...1n9Toto1 1,361.15.
Dhtl: o~ I'lIrlIuJ.t I:o.ot. -:r.r 6,1&3,25 " m 08-31-2004
111.tr of I'lIUu1t c:...t. - r.p 1,(06.50 " '" 08-31-200C
ll1atrofl'l1r.11it~tI-LP 1l,1U.J.I " m 08-31-2004
N..trofP\luu1teo.tIMLi' 230.75 " '" 08-U-2004
c::IP Ce.ta Tl:.ll.btrecl 10/04 2.740.63 " H211 10-31-100'
1552-<::olalllt.anh 1,500.00 ... H68 n-0'M2004
1552-In.p.ct.ioll 3.000.00 " HU llMO!l-2004
1552-<::on.111I:4lnt. Sla.50 .. 302 ll-J.D-2004
Coll.ult1nu~tll.l:Total 26.831.91.
1552-Pto:'~0409p055 6.430,00 ... H61 ll-09-200C
IlIeovll~52-'ro::lt0408-05S 6.(]0.00-lU' 3461 ll-Ot-ZOOt
1~2MPto"0'Oa-055 6.4B0.OC .. 3461 ll_O'MZOOC
1552.-'''0''0'08-055 500.00 ... 504' 03-10-2005
Cond<Il)oc......t,"ot.l 6,980.00.
1,s52-~pl1c:,~io"J'_ 250.00 .. 40U n-14~200l
lS32-AppUclt.ion!'ee 3,317.00 ... (On 12-14-200'
lRevI1552-l\ppl1cl't1oor.. 3,377.00- I\~ 40n 01~03-2005
1552-l\ppl1cIUcnr.... 3,377.00 ... 4019 01-03-2005
App11c.Uona . App:Eov.la F~lIs ')'atilll 3.'21. ~O-
1S!i2-l'lrab.t Ut.flOll 82. ~O .. 3925 11-19-2004
1552-l;:ollCl1J:rcncyflsv1.w 110.00 ... 3925 11-2S-2004
lRav)1552-Concuu.ncyllav1." 110.00-1.' 3925 11-29-2004
1552-l:ollcurt.II"y lI.vhw 2.50.00 ... n25 11-29-2004
(P.ev)1552-Ccntl1runcyR.villW 250.00-'" 41(6 12-21-2eo,
DIlC"otal 12.50-
'illngr.. 100.OD " ... 0'-30-200t
Licen.... hrm.1b'1llIpact-othsrTotal 100.00-
i'unsfarI:UL1nc:oolnpt.-1552 2,297.27 " 2704 05-01-2005
1552-L.volr.. 24,975.0D .. 3418 11.04-2.004
Lltq.1Totll 21,2l2.21-
Dhtroti'lItauit CIl.to-L!' 2.816." " '" 08-31-20114
I:IrCelta'l'un.tuudl0/0( 228.00 " U'" 10-31-2004
TC&'J'otat 3,OU.9..
Dbtrofl'lInuit Cole.-loP 5,000.(10 " '" 08-'1-2004
K.rk.t. 8I1rvey'ret.l 5,000.00.
Oi.trofi'lIrallit !>>.b-LP 100,000.00 " m 08-31-2004
l':r....O.va1opmalltColt.-oth..r,.otol 100,000.00.
1552-L"llal'''S ZI,975.0C " 3411 1l-01-200t
(R,vI1552-Lltg.1r.. 2t,975.00-Al' 3411 J.1~04.200C
J.552MCltKtr33253.0004 UO.OO .. 5231 03-23-2005
Lo.lldTota1 160.00.
Tr.lufor CULJ.ncooln Pt~-.lS52 2(,On.32 " 210( 05-01-2005
"'Ac:I:"uo.1JW\.05 15.394.48 " 3321 06-30-2005
REVotJ"". 05APl\=rl1d 16,5ft.U- "C 355' 07-31-2005
1552-175924/20813 8.1I4.n .. n07 05-12-2005
l~v)15S2-t'5'24/20873 8.194.18- AP n07 05-12-2005
U52-175924/20813 B.J.U.40 .. n07 05~12-2DO$
lllev)lS52-'75iZ'/20113 B.194.4I-1,R 1061 05-23-2005
1552-Clt Kt~ 35253.0004 112.$0 .. m. 0'-02-2005
lS52-;l:lt Httll33253.(lOO( 552.50 " U71 06-21-2005
U52MI7$92(/20613 9,114.(8 ... "" 07.0J..20115
1552~175124/Z0aU 13.430.U " '112 07-04-2005
1.552-17592C/20B73 23,192.97 .. SU2 0'-04-2005
1552-175924120B7J l,l94.!lS ... 5!l01 05.12.200$
IllevI1552-t75924/20173 a.1SC.,.-AI' S907 05-11.2005
I
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8 OS-U-2.0ll&M.....t
, OS-UM20D!>Afcc>n:.
II 05-1I-200S""""."
II O~-12-20D!> Af "...t.
, D5-116_20ll!OP,'cDI"
1-05.150 (;Dntr.cc.
o 11.03-2004 JC C.OIt
1-0Ih2011F1nl.nlOinll
011 10-05-2004 At "".t
OK 01-12-2005A' elllt
l-U-502 Mb...t<.. T...U....
011 10-31-2004 ^' ClI,1:
1-011-505 hbUclltllatioll1
o 09-3G-2004JCcc.t
1-09-900 Le!1dAhdl\ccDllntinll-othu
II 1()-U-2011IMC:lllt
o 09-01-2001 JCCClt
II 11-05-2001,JCC:OI1:
o 06-30-2005 JC ",,"I;
011 12-01-2004.... .:ait
OK D2.1'-20051Ucc.t
DH 04-U-2005AP ",,"t
1-lO-l10420041\.'I"u:
o 01-31-2004 JC.....t
Of! 11-22-2004"'(:Olt
1-10-050 C""",,nehl Ftop..cty
Oft 11-2;Z-200'M""",t
l-lQ-1I011Iuunn".-ot.her
o 01-31-2001 JC "o.t
1-11-100 FinlnUll,,...
o 01-3}-2001 JC COlt
o 05-0&--2005 JC "".t
o 05-06-2005 JC Cll.t
o O'-U-2005JCeolt
1-11-S00 nnencln,..Ot~II'
o 11l-31-20~~ JI: eo.t
1-12-010 Lancle,11
o 01l-30-2004.1l:c"'1:
o 11-3D-2004.1cco.t
o 01-04-1I005.1l:c".t
o OI~31-200' i1C Co.t
o 02-Zl-;za05"Ccll.It
o 03-31-200SJCcclt
o g..j-30-200~.:I1: co.t
o O~-31~2COS IJC colt
o 06-30-20G5.:1C"".t
o 07-31-2005 JCC,,1t
1-14-010bnt
" 0S-31-1004 JCc".t
o 05-30-20ll<4JCcc.t
o 07-31-2004.1Ce".t
o O....30-2CIl4JCcclt
o Hl-31-20043C",,,.t
o 11-30-2004 JCc".t
o 12-31-2004.1Cea.t
o 01-31-2005JCcolt
o 02-2I-2005.:1C_lt
o 03-31-20Q5JC_lt
o 04-30-2005 JCCCllt
o 05-31-200l'l"t:"".t
1'I 06-:!D-2005.:1Cco.t
o 07.U.200l'l.:lt:cclt
011 12-31-.200fMCll.t
1~U-02~ I.'ukh;
o O'-31~2004 JC ",,"t
o 06-30-2004.:1C COlt
o 07-31-20114 JC "".t
o 09~30~2004 JC COlt
o 10-.n-2004"C "".t
o 11-30-2004.:1C COlt
o 12-31-2004 JC "".t
o 01-31-2005.:1e e,,1t
o C2-21-2005Jeco.t
o O:!-31-2005JCcc.t
o 04-30-2005JCCQIt
1-14-030 PlIon.J Intun.t
o 01-31~2004 JC CIOn
o 05-31.1DOf.:lCca.t
o 0&-30-201l4JCcc.t
o 07-31-200fJCCtlIt
o 03-3D-2004.1e...u
o U-n-20114 JCc".t
o 11-:!0-2004JC=11:
o 12-31-2004 JCI:O.t
JCJlnl:ri.lbyJ~
OI-2t-toO!
1'-003
C:I.h
LutUpd.tel
""-02-200:' Tconlac:dontypn includedl
!l2!ll
MO"
~ UE.!!!.S.Sl ~
1552-t11..e5450.010100 4,760.00 " 6655 06-U-21l011
(a.,1r)15S2_UldS4So.01oI00 4,760.00- AP "" 0~-n~2DlI~
U62~Uld5tllll.Ol0101I ',7liO.1I0 " "" OE_29_201lS
15~2-rn..18~4Sll.1I10100 5,750.00 " "" 07-01-2005
IS~2_n1eI'S.SlI.Dll)lDlI 2,450.00 " 661:; 07_1I1~2005
SltcApp-,olrd'T'otd 13.941.76'
en COlt. 7nuferr"d lOJO~ .5.8E~.65 " 1120 10-31-2.1104
c"..uo"u ~"tal 5,U5.6S'
1552-tJ3Z5,.001l( 4,5U,1l " us. n-Ol-211llt
i552~Clt Mtr 33253.0004 1,140.37 " 4573 02-01-2.005
rin.neb.,'I'ot:al 5,726.4!'
1552-l'ro:lt04-1101 1,400.00 " 4125 12-17-21104
/YlMI.t...,...ti.....T"tal 1.400 ,..
Puu Jlel...... 52.5.00 " ... 011-311-2004
'\I~UC lltll.t1cn. 'l'''t.ill 52.5.00'
UU-ICU.nt"02 2,OOO.CO " UID 02-28-2005
Dl.trd'\IJ:1\llteo.u-LP 2,4.11,50 ," '" 08-31-2004
cu eo.t. Trond.rnd 10/01 710.~O '" 1120 :U-:!1-21101
8ro....e....dLeglllExp 1,381.51 " 3201 06-30-2005
1S$2~13nn-01l51 12.~.63 " 4117 12-27-200'
lS52-f'11"~J8Ul-1I1151 12,500.00 " 5231 03-23-2005
lSS2-KaUin,lobtol. 1,895.110 " 643' 06-13'201l~
LCQIIIAndA"eount1I19-0thU'l'"td 53,Sill.2._
M TAX P1IOAAT!0l{ 324,701 31- JC no 01-31-2004
FolloUU21110S01l02.0 SH,lIS6.90 " 3841 11-22-2004
2M4111.1'1lI1'otd UO,HI.U'
'011"101-;09415 3,566.27 ^' un U-22~200'
CIl_re1alPreporty'l"etol 3,~66.27.
PtllSCNALPIlCPEll'l'YTAZPROAATID 2.40t.~5- JC ,,, 0'-31-200(
In.uconc..-Otha"'l",,tll 2, ~O'. t5-.
l'IHl\NCIJiG OF l'IlRCHM& 642,'11.11 '" no (11-31-2004
hMjuatJt.cq\lh1tj.onC:o.es 125,9S1.3.~ JC 2569 04-JO-2005
To Adju.t Aeqv1.1t1C1n C".t. 1t2,lo7.g7-JC 2569 04-30-200~
bfllndllt111l"P'Int.r...t: 9,021.n- JC "" 0S-JO-211D5
..1.....nClln.. r.. Total Jel'i,~o,.U.
","eclCl.lnCfCCl.t-Eu.toHypcll"on 805.750.00 " 10]1 10-J1-2oo4
F1n'lIcincr-oth..t't'''td 805,750.00.
IlItc"".tellpen,e 201,108.44 '" '" 09-30-2004
Intea.tDrp. O"t, llov '" 314.447.52 " 12311 11-'0-2004
Inte"..t kp Dac. 04 lU,2:U.6S " 1410 12-31-2004
Int6J:utexpJ.n 'OS 161,56'.70 " a70 01-31-21105
Int.u.t.lIp rob OS lU,676.U ," 2000 B:i!-U-2.ll05
Inteco.tBxpK,I,R05 lU.0'J.16 '" UOt 03-31-21105
Inu"...ttxpllpcil 05 202,92.9.18 ," 2444 04-:!0-2005
Int.u.t .xpen.e Hay O~ 188.516.25 '" 2JH 05-31-2005
Int."...tb:p.Jun.05 200.654.90 " 3195 06-30-2.005
11I'r~UTJU..Y05 l!U,B21.S7 '" 3570 07-31-21105
...nd."U T"td 2,033.567.17.
NotoCATED1STRCMTFORMY04 4,ng.20 " m OI~31-2004
lUotoCA'l'tD1S'l'RCMTP'tll'lJllJll:04 2,Ul.56 " '" OB-Jl-2004
lU.WCATE CISTII COlT FOR ;JULYOI J,003.1Il " '" 01_:!1_2001
All""ot.Dhuibutoblo C"".. 2,717.el " ... 01~3o-2004
I\.llClc.t..C1.t"~ut.bhC,,.t 2,B31.74 '" i02.3 10-31-20QI
All"".t.Di.tdbtltobh c".t: 2,121.23 " lUO 11.30-2004
lUl"QlIt..dbtdbutablo "".t 2.712,54 '" IUS 12-31-2001
lU.:LOCA'TE OISTRIIIlTABLI. 1:0)1' 1,047.00 '" 1723 01-31-2005
AL1OCA'l'~ OIllTRII.IUTMlLE COST 'n.n ," 2100 02~n-200'
1\.l10Cl."'Oht"1but~1.C,,.t 734.23 " 2217 03-31~2005
AU.....t.. llb~rl.butabl.. Co.t 'el.U '" 2457 04-30-2005
I\.ll""",te C1etdhuUblo Co.t 709.12 " 2811 05-Jl-200S
A11..Cl.toa Ilhto~ibutabl. Co.t. 918.73 ," 3237 06-30-2005
Alll>C4lh<ll.lhtrl.l>utal:>l"COJIt. 937.20 " 3U4 07.31-2005
U52-':, l>l.Jlc:olnrte 162.50 " 5413 04-01-2005
IIolltT"ta1 28,I~E.47.
lUot.oa.TBD~II111U7Alll>EC:OS'r 3U.8E '" '" 08-31-2004
ALtoCA'l'EDIBTIICOSTPOflo1UHl!:04 I,H5.57 " ,.. 08-31-2004
~T1!:DlS"l'Jl.I:CliTf'ORJtII.Y04 U.EO ," m 08_31w2004
AUo"ot. 1l1.tributel>1" Co.t 371.16 " ... 09~U~2~nI
All"".t.Dbt:rlbutab1. c".t 392.1' ," 1023 10-31-2001
Allocn"Clllt'lbutakl1oc".t 101,26 '" 12211 1l-3D-2004
All"Clhd1ltributlbhc".t 355.66 " 1135 12-31-2004
ALLOCAn;DIlI'rlUJII'l'AllLECOS'r 143.09 '" 1723 Ol-31~2005
~TEDIS'l'IUIIUT.RIU[;C5T 100,85 '" 2100 02-U-200'
All""ata Dhtribut.bl. "",t 191.20 " 2287 113-31-21105
All"c.taM.trlblltabla!:<>.t 153.05 " 2451 01-30-2.005
'.tklll11Tohl :!,U4.as"
.RtLQ~'l'2DUTRJBll'J'JUILECOs" 590.n " '" 01-31-2004
.RLLOCA'nDlSTRCDS'rRlflI1AY04 705.17 " no 01-31-2004
AL~DIS""COSTP'ORJDW!04 242,64 " '" 01.31~2004
AI.lDCATEDlSTll.C08TP'tll'lJDLYot 685.40 " '" 01-31-2004
1\.l1oc.t.. Dhtr1hlltlllh. COJIt: 7n.34 '" ... 09-30-2004
Allo".t. Di.t:dbllto.bl. C".t 761.51 " 1023 10~31-2004
A11Cl".t..ll1.trib"t:abl.CIl.t: 502.01 " 1220 11-30-2004
AlI",,"t. dhtdbllt.bl. co.t 9U.63 " 1435 I2-U-2004
v.IId",
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925661
5220
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,~
~
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1-14-0S01'b<lu/Jlltarn":
o Dl~U-2DU5.x co.1:
[) 02~U-2P05.:N: cad
o D3-31-2005.:N: ~.r
o 05-31-2005-'Cca.t
o 0,r30-t005.7C(:Oflt
D Oli-3G-2005JCc:.,.t
o 07-:n-2DD5JClllllOt
011 11_3/l_2oUMc....t
OJI 06-17-2005 M co.t
I_14~040 I'..t COl1trl3l.
D 01-31-2004.x"a.t
o 06-30~2004 oX; c:on
o 07~31-2004 JC c:od
o 09-)0-'lOOtJCclllOt
o lo-n-20uJCc....t
o 1l-O)-2DotJCc....t
D 11_,:u_2DU Jcc...t
o U-91-2oDt JC C<l.t
o 09-n-2005 J<;co.t
o OS-31-2005.JCca.t
o 0~~90-2005.:IC co.t
o 07~SJ-20P!'>.:IC .....t
1-:14-050 hppl1c.
o CI_31_200(JCcat
o OS.31-20UJCcollt
o Dli-Jii-zoot.iCcon
o 07-:11-20U JC "".t
o OS-30-2011(.:IC co.t
o 10-31-20114 oX: "".t
o 11-911-2011(.:IC co.t
o 12-02-20114.:IC co.t
o U-02-20114.:IC .....t
o 12-31-200t oX: c...t
o Ol-n-2005JCCll.lt
o 02~2I-2005 JC cat
o C3~n-2005 JC c....t
o 04-3l-20115JC"...'t
o 05-31-20115JCc...t
o 0&-3D-200SJCc...t
o 07~n-20e5 Je co.t
l_U~060 Po.t&\I./OV.rnillht/ColI.rhr
o 01-31-2004.JCco.t
o OS.n-200tJ(;co.t
o 0&-30-2004.JCc:o.t
o 07-n-ZDD4 JCllDn
o OJ-30-200tJ(;c:o.t
o U-n-2004 JCcon
o 1l_30_2004JCco.t
o 12-31-2004JCllO.t
o Cl-31-2005JCClo.t
o C2~2I~20D5.1C cDllC
o 03_31_2COSolCcolt
o D4-3D~2005.JC "o.t
o 05-31~2005 olC llO.t
o 06-30-2005 JCco.t
o 01-07-200!i.JCco.t
o 01-02-2005 olC COlOr
o 01-31-01005 olC "o.t
011 06-11-2005....c:o.t
1-14-0701'd.ftUII9
o 01-)1-20D4 JC ~It
o OS-31-a"D4 olC "".t
o 06-30-1004.:1Cc=oet
o 01_31_1004 olCc...t
o 09~30-2004.:1C ""It
o 10-31-1004.:1C COlt
o 1l~1lI-2004 JC ""It
o 12-31"2004 JC""..t
o 0l_31_20D.!iJCaolr
o 02-U~20D~ JC "".t
o 03-31"200S JC COlt
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o 0!r-31-2004.JCClDlt
o 04-:!I0-200SJCoolt
o OS-31-2oD5.JCCOlt
o 0'-31-2005oX:colt
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o 11~O~-2004 JC c:ut
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o 05-31-2004 JCcolt
o 1D-31-2004.JC<lOlt
o n-JIl-2004.:1CllOlt
() 12-3I-2004.:1C co.t
o 02-;U-2005JCco.t
o O5-31-200.5.:1C COlt
o Ot-3t1-2001lJc.,.,.t
o 0~-:n-2001l.:lC COlt
o 06-3D-2001l.Jccolt
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o 1a-!Il~2004 olC Clut
o n-JIl-20ot JCCOlt
o 12-02-a004olC......r
o U~02-2004 JC ccae
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o 03-31-20U.:IC llan
o 04~9t1-2009",C co.t
o 01l-31-20OS.:lC COlt
L..tUpc!ahl OB"Oa-a005
Vendor
DucrlDticn
JillKeUy
~:rlIIIlnGllr.,h.
l!lI:t:Cl!OOO
Invoice
111004-3
UBO
IJn31-L'
JC:Ent:ri..~.:Iob
Tnnu"Uo.. typltlln"ludld'
Colt.
!!ill!
AnIo4ll\t !!S..!:!!.2!!.
~
J\LLOCM':I; OJS'!lUBUw.3L! COST
l\LtDCAl'E DI8'lRIIIUTJUlU CQS'l'
IUl"""au, 01.tdbll.tabh c".t
Albeit. OhtrlbuUl>le COlt
1\lot.llCl'.'l'r:IlLM:Ke!RlOOl
AU~t. DUttlbllUb11 COltl
AJ.bcatad I)ilbibll.t.ble COltl
11152-""'panuRlport:
~5!i2-lfetw"rk Sol dOlll&ln
ttlc.../lll.tUl1flt'l'e>td
>.LWCA'I'E DIa'l'lIIBU'l'I\BL& COST
ALLOCATE lllSTR COST FOR .JUN&04
1tLJ,OCP.'l'&ll!S'!RCOSTFOR.JULYO(
Ul<>C!1u Dindbutabl. ""at
Allo~t" Dbtrlbut.bl" COlt
c:rp Co.t.'l'"auf."".d 10/04
ll1.o"ataDl.trlbutabh COlt
All"cne dhtdbll.tabh "oat
Allacnl DUtrjJouUbl. Coot
lllo".h Dhtributabl. Co.t
Alloc.t.llbtdbIl.Ub1. co.t.
lllocat.d Dht,,1lII1.t.b1a c...h
p..rContr"I"otd
~eD18Tl\IBUT}\JIo1.ECOSl'
l\LUlCM't: OI!l'fR COS'l' FOIl. MAY 0<1
1.:!;LCi/:ll,rl: Il1KI\ (:Of1 FC'it ~tO(
I.1.LOCATe DUTll.C031' FORJULyC4
Allocate Dhhlbutal>leCo.t
AUoc.t.lU.tdbll.tabla COlt
AlIg"..ec lIhttlbll.t.ol>laco.t
Allocat.llhtdbll.tab1.Colt
I.ll"cat. Dhtribll.t&b1. ce.t
Alle>CAtIldht~ibuubJ.. ""at
1.1.:LOCA1'E tllS'1'IlIBt/1'AIILE COST
ALUlCATE 01nlUIlUT1.IILE COST
JI1l"~taOhtribu.tabl. Co.t
AU"",t. Ubrt1burab1. COlt
"-necate OUt"lbutlbla CD.t
A1loCllt.D1.ttlbutablaCOlOt.
All"<:It..~ Dhtriblll:&b1.. c".1:&
3uppliu'lotd
l\LWCAt'E DU1'IlIIlUTABLE con
I.1.LOl:ATt: OI8'lR C03T FOil MAY D4
AJ.1DCIITEOUTRCI>>'l'FOIlJUNIl04
I.loLOCA1'& OUTR COST FOil JULYO.
Allocatl Dhtdbll.table COlt
AUo".tl Dhtdbll.tab1. Co.t
All"Cllt;a Dhtdllut.bl. Coar
ll1.ooau <Ii1tdbll.tU1. "o.r
1.LJ.(lChT&D18TJUBUT)\IILt:COIi'l'
l\LLOCAT!Il1STIlIIlUT1>JlLECOIi'l'
Al10catellletributabl.CDlt
Allo....t. Di.tdlNUb1. co.t
JI1l"clta Cl.tributabl" COlt
Allo""t.. Oi.trlbutabl. Co.t.
MA"".ull Jun. O!>
REV ot June O~ AP AC"'1I.1l
Al.1ocatadDi.t"ibllt.blaCo.t.
15SZ-IU1331
Poat.g../O\l.no.1Ilhr/c"uri.rTohl
ALJ.OC.>.'l'l:ll1STRIBUTAIlLECO:rr
ALLOCA'I't D1S'!'R COS'!' FOR MAY O(
AJ.L~llllISTRCOSTroR.JIlll'1.ll4
ALt.ocATEOlS'l'RCCftFOR.JULYO(
Alloc.taDl.tdbut.bl.. eo.t
Al1ocat.Oi.tdhllt.bh eo.t
Allocate Dl.t.dbut.ble co.t
Alle>cuedUt:rll>l1t.ble co.t
Jl.LLDCATt:OISTRIIlO'fMLECOS1'
AZ-LOCATElII5TR1SUTNlLl:COI'l'
Allo~t.Ohtdbut.blaCo.t
'dntJ.ngTctll
AJ.LOt:ATE D1!I'I'R COS'l' FOR KAY O<t
Allo""t.Ohtdbll.tabhCo.t
UIo"u... Dhtdbu~abh Colt
Allocu..d Dluriburab1.. eo,t.
l"u<nlt11..., rbtur.. 'I'ota1
ClPco.U '/'ru.t"uld 10/04
Mov1llg'l'otll
ALIDa..Tt: DJSTR CO!l'l' rOR AAY 04
Al10ClUDiatdblltabh Co.t
Allocate Di.tril>utilbb Ce.t
Allocat. dlltrlbutab1" l:D~t
ALUlCA1'EDU'l'RJIIII'I'}\JIoL!COSl'
ll1."c:at.Dl.tribllt.ab1.eo.t
A11oeatcDi.tribuhb1e Coat
Allo".ta Dhtribll.tab1a c".t
Al.lo".r..Oi"tribll.tablaco.t.
OporniAv Coat Tot&l
Allocata D1atdbutabh C,,~t
AllocaCa Diattibll.tabhCo.t
J.1loe&te 11lltdbutabh Co.t
AlloutaDiltrlbll.t.bhCo.t
Allocat.di.tributabh c;:D.t
Allo".teDJ.atdbut.abhColt
All<le.ta Di.ttibutabh Coat
All""at.Dh',,:U1l1.tlbl.Ce>.t
08-21-a005 .....
Accc'l
141.U " 1723 0l-31-200!>
132.1. " 21110 112-n-21105
a02.0t " UI1 113-31-200!>
204.23 " 2111 05-31-all05
U'.66 " 32111 O6-30-all05
lU.I>~ " 3231 06-30-2005
lU.3t " JU4 07-)1-2005
236.65 " 4041 12-08-2004
?t.97 ^' 6511 01>-21-2005
6,627.52"
3.00 " '" 08-31-2004
6.18 " "" 01-n-Z004
3.00 " m 01-31-200.
a.n " ... 08-30-a004
2.70 " 10:!3 10-n-2DOt
2,40D.CO " 1120 10~31-2004
2.70 " 1220 11-30-2004
2.62 " H35 12-31-2004
." " 22B7 l),S-31-2005
12S.95 " un 0!>.31~200!>
... " 32S7 06-S0-2005
.n " 369. 0'-31-200~
2,554.50"
(U.16 " '" O~-31-2004
580.76 " '" 08-31-20D4
n.l!il JC 180 iif-~i-%bO~
U!>.Pfi " '" O~-31-2004
635.81 " .., 0ll-3a-20D(
691.18 " 1023 lCl-31-200~
919.U " 1220 11-30-2004
B79.43~ olC 1236 U-3a-2004
2,315.81 " 1231 11-3~2DO(
761.211 " lUS 12-31-2004
310.45 " 1723 01~31-2005
166.13 " noo 02-28-2005
HB.2' " UB' 03-31-2005
252.39 " 24.'i1 04-aO-2001l
12~. ,. " :1.181 05-n~2005
3U.OB " 3237 06-30-2005
$tO.SD " 3Ut 07-31-1003
1,01~.24.
341.91 " '" 01-]1-2001
1I5.n " '" 08-31~2004
178." " ,.. 01-n-a004
H3,l! " m 01-31-2004
231,52 " ... 09-30-2004
312.38 " lDU 10-31-2004
all.n " 1220 11-30-2004
.n1.3!> " 1435 12_31_2004
113.011 " 1123 01~31-2005
64.93 " 21DD 02-21-2009
243.0J " 2281 03-31-2009
64.00 " 2457 D4-30-200S
lU,5lI " un 05-31-2005
162.83 " 3231 06-30-20115
23.70 " 3321 06-30-2005
23.10-.:IC 3SS4 0'"31-200!>
111.14 " 3694 07-31-2005
23.70 " 6586 07-0H.00!>
3,OU.60'
(H.8S " '" 0~-31-2004
7U.Sl " '" 08-31-2004
10.n " ,.. 01-31-2004
910.14 " m 08-31-2004
U1," " .., 0SI-30-a004
11.16 " 1023 10-31-aoD4
U3.46 " 1220 H-3/l~2D04
3!1.32 " 1U~ 12-31-2004
631.50 " 112J 01-U-2DO!i
233.18 " noo 02-28-2005
6.88 " 2281 03-31-20D!>
5,269.U.
444.70 " '" 08-31-20~4
122.11 " 2151 D4-U-2005
128.3i " 2111 DS-31-2005
22!>.3B " SliU 07-'l-200!i
91'7;14"
U5.0e " H2O 10-31-2004
n!>.oo'
209.65 " no 08-31-20D4
220.BO " 1023 lO-U-2DD4
198.16 " laaD 1l"30-20D~
301.62 " 143!> 12-31-2004
233.12 " 2l0~ 02~28-20D~
lI.n " 2117 C3-U-20D!>
27.(9 " 2457 O(-30-200S
2.n " 2881 0~-31-2oo5
11.16 " 3237 D6~30-2005
l,2Z4.U.
312.11 " 1023 10-31-20Ot
'''.19 " 1220 11-30-2004
:S7J.B!l-,JC IU6 11-3D-ZOU
323.40 " 1236 11-3l-20U
512.12 " 1435 12-31-2004
.... " 22e? 03-31-2005
li.n " 2457 ~-30-2005
2.46 " a181 0!>-31-200S
'hrraqoll.c..IllI1.. .:rC EIlUi.. by Jab O.~2~2DO! '&9- ~
IdU~61-oo a.:ritCOrJi IOfiIti: Lilt upcl:.tu 0,8-02-2005 'J'reJ\"~o"ti'P'..l.hdll/l.d! Cojto
'no frallflc;Ugp Vendor IpVl:l1.... Aget;
f!! ~ !>I!! nllerinti~ .!!!!lli. le!mS. .lli!!!.5h ~
1_H_1.50Mlint' I'laplir Alloe.taDht~1l".~1. eDaU 12.25 " 321' 06-3tf-2005
. 08-10-2005 .:rc ~D.t
, 01-31-2.00!.:Jc""at l\l.l.Dcated Dl.lui!>lltabltl CO.tl 2.15 " 3U4 01~31-2005
!oIdnt I li,a.,..i~ 'otal l,lI~.n.
1_14_155HI!lco....llure ALLOC:AtE DU'J'lUIlU'!'1IllLlS COft 7t:i.lD " '" 0~-31-Z004
, 01-31-Z0U "Ce...t
, 05-31-2004"C"".t IJ,LOCATP.: DIS'J'R COST ran MAY' 04 205.0S " '" 08-31-Z004
, 06-30-2001 .:rCeD.t ALLOCATI!:DUTRCCnVORJ1lIlto4 125.20 " "" 01-31-2001
, 01-31~2004 iJCea.t ~'1'&OISTRmS'l'l"ORJULYOI 484.4) " m 01-31-200'
, 09-30-2004 "(leG.t A\;l.ouUDi.td.....tobl.C...t 13J.2J " '" 09-30-2004
, 12-31-2004 ,,-, Ml..c.t.di.triblot.bl" ellat 80.55 " 1135 12-31-200'
, 02-2I-2005.1Cc;,,"t ALLOCA1'EDISTlI.lllllTMlr.flC051' 165.39 " 2100 02-28-2005
, oa-Jl-2003 "Ce~t All"cat" Diatdl>1>t.ble eo.t U.53- .:JC 2281 03-31-2005
, 116-3tf-200.5.1Ce..at Mlacat. Di.tdblltebl. co.ea 161.19 " "" 06-30-2003
, 01-31-2005,](;c...t AlIDc.ltedlliltr1l>1ltabhCDlt. 1S.53 " 36'4 01~U-2005
M' R CCl$utera '1'ot;&1 2,084.,."
l-U-160ilquipnnnt'llrch... Dish "f Punlllt e".ta -L'
, 01-01-20114 "e""l1: 2,U9.17 " '" C8_!l_200t
, 03-31-2005 "0 ",,~e All"c.te Di"tr1bllt.lll>l. C".t 50.GE " 2281 ~.3-31-2005
Eepd_nt.fllr..hue'l'Dt'l 2,3U.U"
1-H~170 ltq\lipllllllt ke.ntal .\Ltoo..'J'I: DUTJUBln'AIIL1!: COST
, 01_31_21l11t"Ce.."t 4,531.'11 " ,,, ~8-n-2oot
, 05-31-2004 JC~.t J.1.r..oc1.'l'r;1l1.l!'1'RCOn FORlOIrot 111.'S " '" 01-~1-21111t
, 0'-30-20~4 JC ..".t ALLOCI'.T1!:PUTR COST FOR J1lIlt04 SH.:J!t " m 01_31_2004
, 07-31-2004 "C"Olt 1d.lDCATltllI.!'l'I\COnrOR.ntL't04 1,170.55 " m 08-31-21;104
, Og_!O~2004 "C .....t .Allout.lli.tdhut.b1e Colt t60.31 " ... o9-30-20ot
, 04~30-21105 O'C CCI.t Mlo,,"t.lli.tt1bv.tabhCO.t 582,19 " US7 G4~30-2005
, 0$-31-20050'I:c".t Allocat.11latc1blltlbleColt; 365.11 " 2Ul 05-31-2005
, 06-30'-2"0011110. ~6n Al1:Cltlanlll.tl:'illu\:.bl.c:a't. fi2.2'''iJO 3237 0'-30-200~
, 01-31-2D05"Ocoat .Alloeat.d:O;lltdh"tabl. CD"t. !45.n " 3694 01-31-Z00S
Zqul~~nt !l.ntal Total 0,117.25"
1-U-IUCtU.o.'.yroll
, 01-31-2004 .Jc"..n AUGUST '04 PM'ROL!. U,557.43 " ,.. DI-31-21;10t
, oS-31-20CloJC"...e lOIY 'AYIlOl.L AL1.OCATIOH 3,'53.Z7 " m OI-n-200t
, 06-30-20114 3CDD.t .milE PAYROLL AL!.OCA'J'!OH 3,916.35 " m 01-31-2004
. 07-31-20Dt 3CeDat JULY PAYIlOLL AL!.Ol:1\TIOlf 3,B21.U " m 01~31-2004
, Oi-30-200' ;;JCco.t Sept 'O( .,yro11 20,049.73 " '" 0'-30-2004
, 10-31-2004 .:rce...r. gctol>er04 hyroU 5l1,aU.n " 10lt lD-!l-2004
, 11-30-200' JCcoat NovlCllbn '04 hyroll U,605.15 " UBI U-3O-2001
, lZ-31-200'.:rec:o.t II.......~ 2004 ...y".U 47,950.5' " H22 12-3}-20gt
, 01-n-200S "Cc:o.t .:rAIIOSl'AYIlO1.L 2a,lU.15 " 1Ut 01.31-2005
, 01-31-2005.:JCell.t ,IAH05'AYROLI.:\.CO~(l1l ',174.16-"C 17~! Q1-U-Z005
, 01_31_200SJCc:oat "1Uf05 PAVlI01.L,t,IlDL 1B1,4U.57 " 1801 01-31-2005
, 02-21-2005 "Cc~t F&ll OS PAYROLL 1Z,5U.12 " 2060 02-18-2005
, 0(-06-2005 "CClOIIt Mn 05 PayroU G'" 20,'86.ia " 225t 03_31_Z005
, 01-06-2005 "ec~t Mar 05 hyr"U CDrnctiDn l,'3S.02-3C 2269 03-31-Z005
, 0(_lQ_200S"Cc...t .l\pdl 'OS 'ay~oU G..... 13,651,61 " 24'15 04-30-Z005
, OS-31-20tl5JC"""t JIIiy'OS'.yi'oUGu. 10,'82.54 " 2163 OS-51-2OO5
, llfi_3o--Z005Jce...t JIlNE OS G"" PAYROLL 2S,aS3.72 " 31'13 U-3O-2OO5
, 0'1-31-Z00S"Ce".t "u11'05flll'rollOU, 17,462.23 " 3701 07-31-2005
Offi"ePayroU l'otal 505,1l20.62'
1_U.IU1'mop..ruyOUiceSeaff
, OB-U-2004"Ceo.t ALIoOC1\.'l1lD11I'J'RIMlT1I!ILE()'JS"r I'ID.70 " '" 0I-31-Z004
, 05_31_2011tiJCoo.r. ALr.oc.o.n DIS'l'1l COS"l FOil KAY 04 250.42 " '" 01-31-Z004
, 06-30-2004JCea.t ALLOCIl.'l'EDU'l'IlCOS'l' FORoJIIHEOt 222.10 " '" 01-31-2004
. 0'-3o-Z004.n:e".t Al1o".te Dl.r.r.1but.bhl;:lOlIt 55.1S " ... 0'-30-Z00t
, 10-31~200t 3C "Dot AlID...t<oDlstrl.1>ut"bl.Co.t 2'0.62 " 1023 10-n~2004
, 1l-3C-2004JCco.t All..elee OiltdbutabhC""t 2114.0S " 1220 11-30-Z00'
, 12-31-200t .:JC""at llloc.ee dbtl:ibutablc eD.t Sn.PI " ItJ5 12-31-200'
, 01-31-2110S.1Coo.t ALLOCM'EDUTRUUTUIdlCO#'l' 52S.11S " 1723 01-31-2005
, 02-2'-21105"C""U ALLOCATE llIB'l'RIIlIlTlWL~ COS'l' 355.0' " 2100 02-28-2005
, OJ-31~2005 <Ie c:o~t Allo(lat.tliltdb..~hColt '01.60 " 228' 03-31-2005
TeIIporuyOUie.lltdf TD~l 3,206.U'
l-U~ln Payroll Milc.
, 111-31-Z0DI"CeOllt ALlDClU'!:DISTRIBUTAlIL1!:CCS'l' 23.U " '" OI-n-2004
, /l5-31-2004.:c.cD.Clt .\L1DC1\3'E D!B'J'll. COST !'Oil MAY 01 505.6' " '" 01-n~200t
, 06-30-Z004JCe...t ALLOCM'IDI.!'l"RCOUl'ORJtJlII<<l4 21.11 " ,.. 08-31-2004
, 0'7-31-2004"Ceo.t ALLOCJ\TEDI5'l"RC05'l'TORJULYOI n.1I9 " '" 01-31-200t
0 OS-!0-2004"Ceoat A11"QtePl.Itc1butlblo ceut 36.14 " ... 09-30-Z004
. lC_)l_2C04"eeoat JU1D...tI Distributable eo.t 31.3. " 1023 1tf-n-200t
, 1l-0~-200' "I;: COlt en Co.t. 'l'nnsteru.cll0/0t 11,000.00 " 1120 10-31-2004
, 11-3D-200t JCeolt JUlour.ani.tr.l.buUble coat 122,U " H2O 11-30-2004
, 12-31-20114 JC c~.t Allo".t. dh~1but.ble e~"t 216.Q3 " It35 12-31-200'
, 01-31-2005 "C ,,~.t AJoLOCAT&DISTR!lIlr1'MlLECOS'l' 11!.27 " 1'J2! 01-31-200~
, 02~2D-20011 "C ~...t ALlDl:1\'l'& DISTRlB\ITAlILlt COn' 209.IS "' noo 02-ZI-2005
, 03-31-2005iJCe".t .I\.1l..o~.te DiltribYt.bl. Co.t 212.Z1 " 2207 03-31-2005
, 04-Jtf-:l005olCClo.t A1lo".te Ol.tributablo C""t 1,281.32 " 24!>' Dt-3tf-2005
, 0.5~31-2005 OlC OOst Al1o".te Dhtd.b..u,bl. C~t .559.'0 " Ol1tI 01l-31-Z005
, 06-30-:l00bolCc:o.t 0\1.10...1:0 Dhtrl.butabh C""t..I 311.&2 " 3231 06-3tf-Z005
, 01-31-20053Cellat Ml..cate<lDi"ttibIlUbleeOllt. 336.0: " 369( 0'1-U~2005
'" 11-22-2004...,,,,,.t "blKelly 112::104 1552-EKp.nuRclport d,915.0( " UIIl 12-02-2004
FayrollHiaCl.'l'otol 23,0110.113.
1-14rI90D.... I S..tucdptlons
, 07-31-200. "Ce...t ALlDCATEDISTRCOIITroRJULY04 12t.91 " '" 01-])-2004
, 10-31-200',](;c""t All""aee DhtClbuUbl. CD.t 11." " 1023 10-31-2004
, 31-30-200' "Ce...t llbc:ata Dhtdhutlbl. Co.t U.l~ " 1220 11-30-2004
, 12-31-2004 "C"OIIt All.....todht"l.b"t.bl.eo.t 32.00 " 1435 12-U-2001
, 03-31-2oo!> JecOlIt Alloc:.at.phtrlb"tlbleCo"t 1I.6S " 2211 03-31-2005
, 04-30-20011 "e"o.t All""au Dht,dhuub1e Cc"t S.!>S " 2157 01-30-2005
, 05~31-20011 oJl;: eolt All""ar;eOhtdb"ubl.eo"r; 4.U " 2111 C5-n-2005
, 1M5-30-20e5"C:co.t AlIDClt. Dist~1butlble Ccat:l HI.'! " 323' e6-30-Z005
, 07-n-:Z001l "c"".t AllocatI<<lVistdb..tabl.Co.t. 3..1' " 36St 0'~31~ZOO.s
Due" 'IIUb.cz:lptl.on. T..t&l 290.00-
1~U-200 1.1cen... , hadt.
, llJ-Jl-2005.:Jc"".t Alloc.teOistz:lbutebleClo.t 1.n " Z2I7 03-31-20gS
Lie....ea' ...nrJ.t. Totd 1.n"
1-14-2011 r"od' Ciot."l.a,
. Ot-20-2005Mell.t c.r'.Caf. 42001l-TIIDC 1552-42005-'I'IIOC 48.111 " 5507 05-12-20011
FDocl' C.tedng !'otd 11.17.
1-14-111oT'1Ii
, O!i~31~2004 olCc:o.t ALLOI:A'l't DUtil. COS'l' FOll. MA't Ot 1,272.44 " '" 09~31-2004
. 115-31-20114 "C eG~t ALLOI:AT! DUTR COST rOR HAY Of 2.54-"C m 08-]1-2004
, 0'-30-2004 "c"".t P.onMadllie U4.n " '" CI-30-2004
, 10-31-200t.:JC c:eut Alloclt. Dhtdbllt.ble COftt 372.88 " lC23 11l-31-200t
, U-0~2004 "Ceo.t CIfColt. Tun.ferud 10/04 2.05'.28 " 1120 10.31-2004
'f....,&fOII.~Ifti.. .:JC Ent.rlu by "ob ClI-at-200) ..V-'
1!1i2_01~OLDICOLM1'ClJRB L..t1/pcUlhl 09-02-2005 Tnnuet1o"t;ype.iI\cluded., COIIt,
Tnn 1'J.IlI1c:ti,", Ve"do" Invc1ec ,/'.cct;
~ !!!E! zm= J)e.cr1J>t!cll !!2!!! ~ ~.!!.!2 !!!>!
l-14-2U" l E 295.60 11-30-2G04
, n-3~20H;:!Ie "o.t Alloc.ll:to Dhtdbut.sble C:o,t ,. H2O
, U-31-2004 JCeo.t Alloc.te dI.tdbloubl..,...t 503.111 " 1(35 12-31-2004
, 12-:51-2004 "C:"o.t Allo" 'J'SDC ~004 R.t"..t 1ixp. 5,0:Z.00 " 153& lz_n_2004
, Ol-31-ZOO!io"Ceo.t. lUoLtlCl\.T& DUTRlSUfAJIM!: caS'l' 1(1.47 " 1723 01-31-2005
, 02~2'-2005;:rCoo.t ALLOCkT&DUTRlBIJTMlLllCOST U1.56 " 2100 0:1-U.201l5
, 04-30.Z0D5JCClliJt Allo....t. DhtdbutableClO,t 22.51-"C 2451 04-30-2005
, 05-01-2005"Ceo,t. 'i'r.noferCIPLineool"'t"'15U 91.16 " 2704 05-01-2005
, OS-31-2005JCcIl.t .\lloo:au Diltdbvtabl. Coat IS6.98 " UU 05-n~2005
, 06-3O~2005"Cec.t Al1ccatt DistrIbut.bl. Co.t. 3".25 " 31S1 06-30-1005
, 01-31-20053C.,...t .\lloo:aUd oi.tr1!>l>t.bh Co.t. 16'.39 .. 3G!U 07-31-2005
" 10-18-2004 A' "".t ,,_.M. C""l.y"" 101804-Z 155Z-llHp.....aopo"t 300.15 ^' nos 11-01-ZDQ,f
" U-0(~2004Mc:o.t ItonModJ.lh 110404 U5Z-bpen.. R.....n 131.09 ^' 34U 11-0t-2004
'" I1-S0-2004APc:o.t .:rb. K.Uy 11300t-3 155Z-Eltpcn.eReport 11.25 ^' 40U 12-08-200t
" 11-lQ-2004Meo.t "130 KeUy 113004-3 1552-EKpenaeRIlJID~t 11.75 ^' IOU 12-01-2004
" 11-30-l!004Mell.t .t1",Kelly 113004-3 U!2-Expttn..ll.aport H.08 ^' IOU 12-08-2004
,., E'l'Iltal 11,451"-04"
1-14-211 'l'l E-Mdau
, 03-31-Z00SJCCOlt NlccAteDl.t"lbllublo,l:oJt H20<\' '" 22'7 03-n-200S
'" 06-10.Z005l'o."".t ,,_aM. caUley":, 61005 155Z-Exp a.1m JOO.(O ^' "90 06-30-2005
,.lE-Mrh:.'l'otal 44Z.&!"
I-H-212:rIIl-Milug.
, 03-31-2005 JC:cwt -'ll"".t" Di.ulbutabh I:o.t 34.~6 '" ~281 03-31-201'5
"E-HllngeT..tal J4.~6"
I-H-2U't"S-"".1I
, 01-U-20C5.lCDO.t Allocato Dhtributabla I:o.t U.66 '" US, 03-31-2005
'I' lll-MiiiiU To'l:d n.6&"
l-14-214'1"II-CUllent;.1
, 03-31-Z005JC,,0.1: All....."" Dhtribut.iblel:o.t 15.14 '" 2281 03-31-2005
T'E_Ca"lIanU1Totol 15.""
1-14-215 T l E - J.odgin,
, 1l]-31~20n!\olCco.t -'l1o.c.ateD1.tribuubl.C"lt 61.51 '" 2287 03-31-2005
',E-Lod;ill9'otol 67.51"
1-14-216", E ~ &:ntll"t.illlnCnt
, 03-31-20D5.7Cc:oat All.....to Dhtdblltable co.t 4.26 '" 2Z87 03-31-2005
'I l J: - .&n~...tal.J\me..t :rotal 4.26.
1-14-217 T 'E - Dt"'''
, 03-3l-20D5X"",.t AlllOe.ta D1Jtd.....t.bl.CD.1: 114.41 '" 2281 0]-3l-2005
'I'lE-Oth.l::rotal 134.U"
1.14-220 chadtt.l>l. ContdbuU..o.
, 01-31-20n5JCca.t Alloc.ta D1.tdb"tobl. I:o.t 11.10 " 2287 03-31-2005
I:huitabl.l:ontdb"t1ou'J'ctal 1l.1D"
1-14~JCO n",ed ,\sl.t,-""rb 'Fhtur..
, ot-JO~200~ JC eDit 11."1... U'l.cl auu. tD"1: 1,20'.23 " ... OS-30-2004
, 01-31-200S"Cca.t All..c.UDl.tt":iJI"tlbhtoat 202.7& '" 2281 03-31-2005
I'iK.d.A...t.-f'utn, 1"11\1:111'0' "tot.l 1,4OS.".
1-14-305 rind....l.t.-I4.d!. 'Eqpt
, n,-30-2004 ~C ell.t 1I.",I..a n,Ju,d ....to to,,1: 2,051.81 '" .., OS-30-Z004
Plnd .A...te-I'!."h 'Eqpt Tot.~ 2,OSI.81.
1-}4-31o Fixed A...to ~ CIO""utcu
, Ot-30-2004.1C"".t ~el"l U",.da...t. to.1C 4,125.21 " ... O9-aO-200t
, 03-]1~200S.lCcll.t Mlo.c.ataDhtdlllltabl.ec.t 113.tO " 22S7 03-31-2005
Fiud......e. -l:ompllter8 Total 4,938.61"
1-14-800 Btnk8uvi"" i:h.r9IJ
, 0~-.!Il-2004 ,,1: c~t 1<l.LOCl'o'l'IIIl15'l'RllU'AIlL&COST n.30 " '" 08-31-2004
, 09-Jtf-20.0~ JC eo.t Alloc;ot.Di.t"l.blltabl.eo.t 11.41 " ." 09-30-2004
'" 12~lt~Zo04APco.r Cityofl'ovln'l:llu 12140( lS52-Appll.catl.onree 161.e5 '" 40n ol-03-20~
Bank Sorvi". I:harr;IJ 'l'otal 223.54"
I~U-900 Con"tnction G"-tltllu
, 01-31-2004"1:,,".t lUoLCCkT.cDlSTRIII1l'AIlLECO"' Zl.02 " '" o8-31-:l01M
, 05-U-2004JCco.t lUoLCI:ATEDlSTRCCIl7l'ORtol'.Y'04 81.11 " no O'-Jl-:lOQ,f
, 0,-30-2004"C,,0.t Alloo:atoDhtr1but:t.l>l.eo.1: 75.6D " ... O!il~30-Z0Of.
, 03-31-2005"l:e...t AllceatoDlItl:iblltobl'l:olt 11.63 " 2281 03-31-Z005
, 03_n_200S.11: "0111: M""llalDt/loP14UOS 2U.1l ,. U21 03-31-2005
, 04-30-Z00e.:rcDDII'I: Allooat. Diltribut.bh Coat la.05 '" 2tS1 04-30-2005
, 04-311-Z005''C.....t ReveruAl' AccCIlal March 05 249.11- ~C 2482 Ot~)0-200S
, 05-31-2005 "CCOllt Allcc:.t. Dhtribllt.blo I:o.t U.IU '" 2en 05-31-2005
, 06-30-2005 ~c c.,.t Alloeate Dhtribut.bh I:c.ta 40.25 " 3237 06-30-2005
Con.tl'1Jct!onCOU-other'l'ct.l 2n.n"
l-U-950 A.lloeated (0' A Trall.Jto"
, 01-:U-200S"C"lOIt nAlI!I'l!:IlALt.Ol:II.Tt.D COST 50l,600.00-JC 2420 03-31-:1003
, 04-30-2005.1l:c...t AJ.loeau Di.tdblltlbl.Cc.t 5,483.19_ ",C 2tS1 C4-3tf-200S
, OS..0$-2005.;rc.....t Al.l.....teDi.t"U.uubl.c:o.t 3,tn.19 ,. 246' 114-30-200&
, D5-0S-2005.1Cc...t ,l\L:t.OCA:l'l!:liUoTIWISrER J,tU.H- X 246& 04-311-2005
, 04-3o-200bJCoo.t AllocltcdGU'l'n".f.r U.69g.n- x: 2415 04~30-Z003
, 05-31-2005.lCcoet J\11l>CatadGl;,o.'l'u""fu lO,n2.5~~ JC "" 05~31-200S
, 05-31-2005.JCCDlt JUl.....t.dGu.'un.t.~ 2,641.61- ~c zeu 05-31~21l0S
, 06-50-200SJCco.t 1<l.1.OC..>.'l'1:1l alA TlWlH'ER 2I,13J.12-"C 3113 O6-30-200S
, 06_30_2005"l:ca.t l'oLLClC.A'l'ElIGr.A7lU\HSFER 191.66~JI: 1201 06-30-2005
, 05-30-200S"I:,,0.t JUl"".tod GlA7u"d.r 2,561,.U~ ,]I: 3231 06-3tf-200S
, 01-31-Z00S"Cell.t JUloclltcclGr.A7ren'f.~ 3,241.61- ,,1: aU4 07-31-200S
, 01-31-Z005"1:"".t Allc"at.d OtATnnd.~ l1,462..H_JC no, 07-31-2005
Allocated G' A'l'"an.f." l'ot.l 58~,729.U-4
l-1L-OZO al:,,""n
" 03-11~200S n CDlt Preml"r3aloaGrcup, Inc, 5008 1450~1:_I1n.1t15111 12,00&.25 ^' 52'-' 03~2Z-200S
.. 03-11-2005>> COlt ':rOllll..~S.l..G~oop, Ine. S008 IlltvllUO-Coonllnit1501 12,006.25_1'.2 5229 03-22-2005
Br..""".rot.1 .00.
1-1~0201:0n.t:ruetionl:o<lt
. lC-22-Z004 >> COlt Houaa of rl""t. Df ..1m kach "165 15SZ-LINCIU,V 3,n4.34 ^' t048 ll-01-20IM
CDn.t:rlleUoneo.t l'otll 5,48t.34"
1-15-04$ CClIIIfl\:tUI
"" 0'-2I-200tAfDDllt 6.ncm.rk aua:l.n... 5Y'.tema, '" 24607 1~52-l:cpiu II.Mal 161.2!o '" 3011 1l~01-Zo0t
"" 0'-24-2OD4 A.......t l.nelllll.rk8".in....sy,t....., ,. 24601 (Jl.evI1552-CDpi&rllnl:al 151.2~AP 3017 11-01-2004
'" 0'.24-ZOO4 AP co.t So",etmo"tS"ail1."Sy.t_. ,. Z4I01 15S2-Ccp1a,,"ant.l 161,,2!> '" 1011 11-01-2004
l:ollpll".ra'l'Dt.1 161.Z5"
'ranag:m OHpude.
lIl1'li-Olo.4lD Ulfr:i:ilM JOriD.
E!!.
Tnn
~
Tran..;UQIl
!>E!
1-1&-050Phcn.SYltmrl
DR 03-11-100!iAf",,,.t
1-16..0eS.I!Illppll....
Oft 11-10-2.00.<1 A' co.t
Oil 1l._30_2004Afce.t
011 11-3O-20041.l'"".t
Oil 11-30-2004 A' "",.t
1"lE-130Equlpllent;Rentd
otl 01-21-2005 AP ClOlt
1-16-212 or, C MUuliJ1
Dll 01_13_200SiU'ell"t
Dll 02-o'-200611'"",at
011 03-11-2DO!ioAl'oolt
on 03~31-2005 1\1' eelt
Oil 0""28-2QO!ol\1""'lt
1~1&-2U '1" E - Me.l.
011 03-1e-200611'c...t
Oil 03-U-2D06iU'cOJIt
1~21~00! MIJ::lulting r_
Oil 11-3G~1004l\1CD.t
1-25-o3SHl.gn.:l..n.a
011 11_12_Z0D4J1.Pca't
1-26-0n 'hetcgr.pby
o 11..06-2004 "CI;O,t
Ofl 11-30-2004""co,t
1-21-00S'tapertyWabdteno.tl.n..
OIl 11..17-2001l\1'......t
OH 11-17-20041\1' COIIt
1-2'~Dn Ml.....t...:! 0 lA Expenoe
I) 03-U-200S.rt:_t
o 114-]0-21111S,](;elOlt
o O!-05--200S.rt:e....t
o 05-05-2011SaCcOIt
o OS-1l-200S''C,,,,.t
I) 0&-]tf-2011SJCea.t
I) O....]G-2006"C.....t
o 01~1l-2DOS "C e..lt
l-at-020 Allocaud 'JRtlCpen"
o OI-Jl-200S"Ceo.t
o 01-30-2005 "Ceclt
o OS~31-2005",1: ccu
o OE-30-Z005"ccoI'"
o 07_31..2ClOS"Ccc.t
._30_0.0 ~vd"P<'rF..n
I) 11-05-2004 "C COat
I) 11~30-2004.:JC elllt
I) 05-01-2005 "Cco.",
OK 11-01-200(At"""t
all OShOl-2005A1'"".t
OIl 06-01-2005).11c,..t
all 01-01-2oo5I\1'cc..t
all 01-0l-200S,IIJ'ccat
2-15-0S0~chlnlcal-Sub
o 05-01-200SJCcc.t
2~I!--UO DClluUc WIUl): 'ipi";
a 10~1I-Z004n""'lt
s 10..20-2004l\P,,,,ot
. 11_0'_200ll\1"",ot
. 11-1!i~200t iU' co..t
S 11-17-200lMeGat
. U-23-2004 A' COlt
L..tUpdot"" 08-02..2M5
Vendgr
Ducriotian
Ja.ll.Uy
oJ1>II1l"lly
i1J..X"lly
"I.. Rilly
"l.IoKllly
lle"ehInI~k Sualn"" 'Ylt....., In
I(r1lUo1'\01".1:1:
o.."AJ.va".do
.U.lIllelly
o.."AlvludD
OIIIJ:AJ.vuldD
"illl"'.Uy
Omoo"AlvludD
Gr..... Ad_"tld.nll
D1IeovorMagllzina, In...
GJ::fl8nlldvertilin;
EI<plDdve r-q., In".
EKplD.s1V" n.'i'" In",
Ib.foorDtlV1l1aplMnt,LIoC
SbehorD",vdcPll*nt, LLC
'h.faotD.velooptlllnt, Lt.C
ShetllorD"""lDplUnt,LLC
Ib.t.orD....lo!''''''nt,LLt::
;I:"VO,l.1;1
nus
1130Cl4-3
11]004-]
11JlOO~-3
113004-3
4130613
110304
2GB!
318011
33105
62705
31805
331011
0:2!i351
3976
025357
6690
56114
IH2
11~&
un
1200
IZO.
nUllbi"IIMonllll....ntSy.t_,I 3017
nu..:I.n;Mo"";.....ntSy.hllll, '1 30n
'lu.i>ingHI".g_"tlly.t:_,I 3176
PlUllbin;M.n..._nt ,y.t....., I :UO~
Pludlll1gHo"o;-..t sy.t_, I 3226
1'11l1!t>1I1gHo..........lIt5ylt_, I 3440
.:rc,"tri.el~.rob
'Prah..J:ct:l.iXityjjiiiiini:1Udiildl
C<,.ta
!!!!!!!
~!!.!;:lllt:ch
~
lS!>2-Ph",,"
'hDII.:Iy.t...TDt.ol
lSS2-D<p"nuli,"p"Et
15S2-~.II"'R.patt
15S2-El<penn RepDtt
15S2-F.><JW!nu RepDH
,,,!,!,u.. Total
1552-101202;30131
l:qUiplllllntRentd Tebl
15S2-Exp"".IIRIOpcJ:t
l!iS2-txpRoiJrlb
l!iB2..lolllolgo
15S2-Ki1eall"
15S2-ExpRel11lh
'I"EKile.g"'tetal
1552-Meah
1562~Meo1s
T'L-M..l....ot.l
H52-ITAAIl.&lI
Kuknin\l Fee 'Dtll
1552-Ha1l Ad
M.!l"d".. T"tal
CIPeo.t.T:<alldculI<llOfOl
15SZ-1'!ARlWl'
PhotOliJ:<al'hyT..tftl
1632-Wnb 100.1:1"9
15!i2~If.b helU"",
'fop."tylflluiU llolU"g Totd
Tl\l\NafllR ALIDCJ\'U:D mu'
Allo~t.Di.",:<1bvt.bl.C<>at
AlIDOlltoDhtzibvtlbJ,.Coat
ALlDCl\'l'1 au. Tl'IMsn:R
AJ.lo~tedG....,,,.....f...
A!.LOCATEDGlA'I'AANSl'D
AllII""t.dGlAT~.n.tu
AlllO""hd G~II 'tlnotar
All..cahd lil. II Ex!'ftll~e Tat.l
TJU\lISnJl.ALLOC.I.T2D COST
Alloe.t.edrayo:cll
Alloc..tad'.YJ::oll
lU.LOCA'1'I!:D GlA T1WUl'U.
AlloeltodPa)'o:cll
Alloeoc..d 'fJl. Elll'lnU TaUl
CIP CCOU Tron.t..ndlO/Ot
Roeh..!lev y..t:o Ph... 2
T"...do~CJPLille"<>l,,Pte-15S2
lS5.2-Dltvolop_tr..
1552..IU86
1552-"un..OSFfl"
l3SZ-DnY.I.:J"ly20D5
ISS2-lILl;u!t2005
DovdDP"< r.. Tot.l
'runs'.r CIPLin"ooln 'te-15~2
Mechanlc.a1-'"bTct.l
1552-woI3121
1552-VOU127
IS52-WOU121
1552-110'3121
IS52-wot3286
ISS2-1nv,3440
Do_sri"..t.., l'ipjn!l Total
:LXlICOLVPODI'l'Z'l'oto.J.
1<epD"'1:'!!'l>tol
otI-29-2005
,~,
IIccr;
2S8.95 ... 5241 113-a3-2005
2S6.U"
42.1li ... 40n U-08-2004
121.30 A' 40n 12-08-2001
26.51 ... 40n 12-08-200t
10.05 A' UU 12-01-2004
:!.l'i6.IU.
202.51 A' 5241 03-23-2005
202.51"
50.00 ... 4431 Dl-2S"2003
12.'6 A' 6128 03-16-2005
61.96 ... $2.4' 03F2.]-200S
15.8C ... 5821 05-05-2005
16.61- A' U10 01-04-2006
157.33"
lI.n ^' 5241 03-23-2005
5.U ^' SB2t O6-0!O-200S
19.60.
3,500.00 ^' 40n 12-00-2004
3,500.00'
2,200.00 ^' 3181 12-02-200'
2,200,00"
182.]0 " 1120 10-31-200f
400.00 ^' 40n 12-00-2001
812.30'
10.g0 ^' 3981 12~OZ-2001
U.OO A' 311n 12-02-2001
10S,OO"
n,5".SG " 2120 03~31-200~
3,413.19 " 2151 04~3tf-200S
3,413.19- "C 2468 04-30-2005
3,4U.Ill " ZHiS Ol-30-200S
2,641.61 " 2Ul OS-31-2005
U1.68 " 32Cl7 06-30-2005
2,561.11 >" "" 06-3Cl-2005
3,20.61 '" 3U4 01~31-2005
80,108.81'
433,022.44 '" ZI20 0'-31-2005
13,UI.69 '" 2415 04~30-2005
10,912.54 " UB3 05-31-2005
29,153.1:2 " 3173 06-30-2005
17,462.Z3 '" 3106 07-31-2005
505,020.62"
3116,00.Z8 '" H2O 10-31-2004
359,2g'.21-JC n04 1l~SO-2001
l,374,U1.2e '" 21U U-U-200S
163,1~1.00 ^' 3141- 11-17-2004
163,158.00 ^' 5824 05-05-2005
163,158.00 ^' U&t 0'-01~200!i
163,Ue.00 ^' 6655 015-29-2005
163,lSI.OO ^' 1021- 01-26-2005
2,021,629.2"
150.00 '" 210' O5-01-ZOO!i
150.00"
4,104.81 A' 4048 12-01-2001
1,119.13 ^' 4DID 12-08-2004
161.16 ... 4041 12-01-200'
600.26 A' .~. U-0'-2004
358.44 A' IOU 12-01-200t
234.61 ^' 44111 01-03-2005
1,!)3a.U'
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?S )'-1101
SHEFAOR TAKRAGON, LLLP,
a Florida limited liability limited partnership
LIMITED LIABILITY LIMITED l' ARTNERSRIP AGREEMEJ-.'T
THIS LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT (tbis
.. Agreement") is made and entered into as of the !!lh day of August 2004, by and among
AVENTURA TARRAGON GP, LLe, a Florida limited liability company, having an address
clo Tarragon South Development Corp., 200 East Las Olas Boulevard, Suite 1660, Fort
Lauderdale, Florida 33301 ("General Partner"), AVENTURA TARRAGON L1', LLC, a
Flo.ida limited liability company, having'an address c/o Tarragon South Development Corp.,
200 East Las Olas Boulevard, Suite 1660, Fort Lauderdale, Florida 33301 ("Tarragon LP"),
and BBEFAOR BB, L.L.C., a Florida limited liability company, having an address 2999 NE
191" Street, Suite 803, Aventura, Florida 33180 ("Shefaor LP").
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RECITALS
A. PartDers have agreed to form a limited liability limited partnership (the
"Partnership") to acquire, own, develop, finance, sell, lease, joint venture or otherwise
dispose of certain real property and the improvements located thereon located in A velltura,
Miami-Dade County, Florida, as more particularly described in Schedule "A" attach.ed hereto'
and made a part hereof (the "Property").
B. Partners desire to form the Partnership as a limited liability limited parto.ershi4>
llIlder the laws of the State of Florida for- the purposes set forth herein, and, accordingly.
desire to enter into 1:bis Agr~ment in order to set forth the tenus and conditions of the
business and affairs of the Partnersbip and to detemUne the rigbts and obligatiollS of Partners.
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o NOW, THEREFORE, Partners, intending to be legally bound, hereby agree as
follows:
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ARTICLE I.
DEFOOTIONS
1.1 Act. The Florida Revised Uniform Limited Partnersbip Act (19B6), or any
similar successor la.w.
1.2 Admiral's Port. Shall have the meaning a.scribed to such term in the
definition of Contract.
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1.3 Affiliate. Any person or entity who, directly or Uldirectly, controls, is
controlled by, or is under co=on control with, any Partner or any person or entity who is an
officer, director, shareholder, member or partner of a Psrtner or who is related to any Partner by
blood ornwriage. Thetecm "control" shall be defined as provided in Code Section 368(c).
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1.4 Am-eement Shall have the nleaning asc.ribed to such t= in the preamble of this
Agreement, which definition shall include this AgreeJ;l1ent in its present form or as amended
from time to time pursUBllt to !be terms hereof.
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1.5 AmendmentNo. 2. Shall have the meaning ascribed to such term in the definition
of Contract
1.6 AU81tments. Collectively, those two hundred eighty-five (285) residential rental
apsrtm.ent units located at the PrOJlerty as of the date hereof.
1.7 Bankruotcy, With respect to any Person, shall refer to: (a) the appointment of a
receiver, cOll2ervator, rehabilitaior or similar officer for such Person, unless the appointment of
such officer shall be vacated and such officer discbarged within one hundred twenty (120) days
of the appointment; (b) the taking ofllossession of, or the assumption of control over, all or any
substantial part of tb,e property of such Person, by any receiver, conservator, rehabilitator or
similar officer or by the United States Government or any agency thereof, unless suoh property is
relinquished within one hundred twenty (120) days of the taking; (0) the filing of a petition in
bankruptcy or the commenceme.nt of any proceeding under any present or future federal or state
law relating to bankruptcy, insolvency, debt relief or reorganization of debtors by or against such
PersoD, provided, that if IDed against sucb. Person, sucb. petition or proceeding is not dismissed
within ninety (90) days of the :filing of the petition or the commenceme.nt of the prooeeding; Cd)
the making of an assigmnent for the benefit of creditors or a private composition, m:rangement or,
adjustment with the creditors of sucb. Person, or (e) the commencement of any proceedings
suppletnentaIy to the execution of any judgment against such Person, unless such proceeding is
dismissed within ninety (90) days from the date it was commenced.
1.8 Breachin~ Partner. Shall have the mea:riing ascribed to such t= in Section 9.7
hereof
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1.9 Bud,eel. The pro fonna budget in copnec1ion with the acquisition, development
and/or construction of the Project: attached hereto as Schedule "B". as the same may be amended
from time to time by General Partner.
1.1 0 Caoital Account. With respect to any Partner, the capital account maintained for
such Partner in accordance with the rules of Treasury Regulati.oll2 Section 1.704-l(b)(2)(iv).
Whenever the Partnership wonld be pemlitted to adjust the Capital Account of each of the
Partners pursuant to Treasmy Regulatioll2 Section l.704-1(b)(2)(iv)(f) to reflect revaluations of
Partnership property, the Partnership shall so adjust the Capital Account of each of the Partners.
1.11 Canital Contdbutions. The amount in cash or property contJ:ibuted in the
aggregate by each Partner to the capital of the Partnership for its interest in the Partnership,
including any amounts contJibuted subsequent to such P artuer' s initial ac([Uisition of its interest.
1.12 Code. The United States Internal Revenue Cod~ of J 986, as amended. AIJ.y
reference to a provision of the Code shall be deemed to indicate the corresponding provision of
any future United States intCJ:nal revenue law.
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1.13 Contract. Collectively, Purchase and Sale Agreement, dated as of February 27,
2004, between ASB Aventura Holding Company, L.L.C., a Florida limited liability company, as
general partl1er ("Seller Gmera1 Partner"), and The Collective Investment Trust Fo! Employee
Benefit Plans - the Real Bstate Fund, as limited partner ("Fund"), collectively, as seller, and
Jacllues Claudio Stivelmau, an individual ("Stivelman"), as purc.hll8er, 118 amended by
Amendment No. 1 to Purchase and Sale Agreement, dated March 31, 2004, between Sellar
General PaJ.tner and 1'11nd, collectively, as seller, and Stivelman, as purchaser, as further
amended by Amendment No.2 to Purchase end Sale Agreement, dated as of May 18, 2004,
between Seller General Partner and Fund, collectively, as seller, and Tarragon Sou1h
Development Coxp., a Nevada coxporation ("Tarragon South''), as purchaser (the "Amendment
No.2"), pursuant to which Amendment No.2, among other thlngs, Stivelman's interest as
purabaser UDder the Contract was assigned to Tarragon South, as further amended by
Amendment No.3 to Pllt"Cbase and Sale Agreement, dated as of July 29, 2004, by and among
Seller General Partner, Fund, EBREF Ho1ding Company, LLC, a Delaware limited liability
company, Admiral's Port Associates Limited Partnership, a Florida lfmited partnership
("Admiral's Port"), collectively, as seller, and Tarragon South, as purchaser, and as further
amended by Amendment No.4 to Purchase and Sale Agreement, dated as of August 16, 2004,
between Admiral's Port, as seller, and Tmagon South, as :PUTchaser.
1.14 Contract Assi=ent A(!!eement. Shall have the melllling ascaibed to such t=.
in Section 3.1(a) of this Agreement.
1.15 Dissolvin2 Event Shall have the meaning ascribed to such term in Section 1I.2.
hereof.
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1.16 Fiscal Year. The periOD beginning on the date of this Agreemeni and ending on
December 31 of the same year, and each calendar twelve (12) monfu period (or SUM portion
thereof during which the Partnership is in existence) thereafter.
1.17 :E1m4. Shall have the meaning ascribed to such term in the definition of Contract.
1.18 Gsin From Sale. Net gain which is recognized for federal income tax purposes
resulting from either a Total Presale or a Total Sale. kIJy items that are specially Il1looa.ted
pursoant to Article VI hereof shall be excluded from the computation of Gain From Sale.
1.19 General Partner. Shall have the meaning ascribed to such t= in the preamble of
this Agreemel1.t, which definition shall refer to A ventura Tarragon GP. LLC, a Florida 1i:mi.ted
liability company, and any successor or successors thereto or additional general partner(s)
appointed in accordencewith thetell1lJl oftbis Agreenlent.
1.20 Gross Sales. The aggregate amount of all cash received (for the lleriod beginning
with the fonnation of the Pmtnership until the consummation of the closing of the sale of the
final U11it) by the Partnership from the Partnership's business operatiol1s.and any earnings on
investments of the P artuership.
1.21 Land Canital. Shall have the meaning assigned to such term in Section 3.1 (a) of
this Agreement.
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1.22 Limited Partner or Limited Partners. Individually, either Ta:rra.gon LP, Shefaor LP
or any successor or assign of each who becomes a substituted Limited Partner in accordance with
the tenns of this Agreement, and, collectively, Tarragou LP, Shefaor LP, and any successor or
assign of the foregoing who becolues a substituted Limited Partner in accordance with the terms
of tbis Agreement.
1.23 Loan. Collectively, all loans which the Partnership may obtain from any source,
including, without limitation, acquisition loans, construction loans and mezzani1lC loans, one or
more of which may be secnred by assets of the Partnership, including the Property.
1.24 Material Default. Material Default means the following: (a) if a Partner or its
.Affiliate breaches any material tenn or condition of an agreement where such breach shall have
continued for a period of thirty (30) days following the receipt by such Partner' or Affiliate of
, written notice specifying the alleged breach; provided, however, if the nature of the breach is
such t1:urt the bJ'eaching Partner or its.A:ffiliJrte cannot reasonably cure the same in such thirty (30)
day period., the breaching Partner or its Affiliate shall not be deemed to be 'in breach if it
commences to cure within such thirty (30) day period and diligently pursues the same to
completion within ninety (90) days :following such thirty (30) day period; or (b) if a Partner or its
Affiliate commits any fraud, or willingly and knowingly steals or embezzles the P artnersbip
funds; or (c) a Partner or its .A.ffiliaie assigns or delegates its duties under an agreement to any
other Person or e.otity Vlithout the prior written consellt of the other party thereto other than as
contemplated by such agreement; or (d). if a Partner or its Affiliate violates in any matenal:
respect any laws which have a material adverse affect on the Project where such violation shall'
have continued for a period of thirty (30) days following the receipt by anothe< Pw:tn.eror a
governmental agem:y of written notice specifying the alleged violation; provided, howelVer, if the
nature of the violation is such that the violating Partner cannot reasonably cure the same in such
thirty (30) day period., the violating Partner shall not be deemed to be in breach if it co=ences
to cure within such thirty (30) day period and diligently pursues the same to completion within.
ninety (90) days fullciwing such thirty (30) dayperiod; or (e) a Partner orits Affiliate working in
any capacity on the transaction to which this Agreement relates is dissolved under Florida law
and such dissolution shall have continued for a period of sixty (60) days following the receipt by
another Partner ofwrit1en notice specifying the dissolution; or (f) a Partner transfers or sells its
Partnership Interests in the Partnctship or merges or consolidates with another entity without the
prior written consent of the other Partners, if required; or (g) if a Partner or any of its Affiliates
voluntarily or involuntarily files for Bankruptcy.
1.25 Net Cash Flow. All cash received by the Partnership in any Fiscal Year from the
Partnership's business oparations ll11d ll11Y earnings on investments of the Partnership, less Net
Cash l?roceeds, Other Proceeds, reserves and all disbursements (inc;luding,' without limitation, the
repayment of principal and interest on loans made to the P artnersmp).
1.26 Net Cash Proceeds. The net cash proceeds received by the P alinersmp due to the
sale, exchange or other disposition of all or substantially all of the Project or the Property.
1.27 Net Profits and Net Losses. Net Profits and Net Losses mean the ta:xable income
or loss, as the case may be, for a period as detennined in accordance with Code Section 703 (a)
computed with the following adjustments:
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(a) Items of gain, loss and deduction shaD be computed based upon the book
values of the Partnership's assets (in accordance with Treasury Regulations Sections 1.704-
1(b)(2)(iv)(g) and 1.704-3(d)) rather than upon the assets' adjusted basis for fed6l.-a1 income tax
purposes;
(b) Ariy tax-exempt income received by the Partnership shall be iocluded as
an item of gross income; .
(c) The amount of any adjustments to the book values of any assets of the
Partnership pursuant to CDde Section 743 shall not be taken into account;
(d) MY eJglenditute of the Partnership described in Code Section
705(a)(2)(B) (including any e...penditureS treated as being described in Code Section
70S(a.)(2)(B) pursuant to Treasury Regulations under Code Section 704(b)) shall be treated as a
deductible ex.pense;
(e) The amount of groBS income and nonrecourse deductions (as defined m
Section 6.4(b) hereof) specially allocated to any Partners pursuant to Sections 6.4 and 6.5 hereof
shall not be included in the computation;
(f) The amount of any increase (decrease) in the book va1ue of an asset
pursuant to Treasury Regula1ions Section 1.704-1(b)(2)(iv)(f) shall be treated as an item of
revenue ( expense); and
(g) Net Profits shall specifically exclude any amounts included in Gain
<0 From Sale.
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1.28 Nonrecourse Deductions. Shall have the meaning ascnoed to such teJ:llj in
Section 6.4 of this ~ent.
1.29 Off~r. Shall have the meaning ascribed to such term in Section 4.7 of 1this
Agreement.
1.30 Offer Notice. Shall have the mealling ascribed to such term 41 Section 4:7 of
this Agreement.
1.31 Offer Period. Shall have the meaning ascn'bed to such term io Section 4.7 of
this Agreement.
1.32 Other Proceeds.. The net cash proceeds received by the Partnership due to tl1e
refinmcing of any mortgage on, or from any non-liquidating involUotary conversion or
disposition of, any portion of any real property. iocluding, without limitation, any Casualty
,insurauce proceeds Dr condemnation awards to the extent that such proceeds exceed any
amounts required to be applied to payment of any mOltgage loan amounts or expended in
repair or restoration.
1.33 Partner or Partners. . Individually, any of General Partner or' a Limited Pll.rtner
and, collectively, General PaJ.tner and Limited Partners.
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1.34 Partner Nonrecourse Debt. Shall have ):he meaning ascribed to such t= U,
Section 6.4 of this Agreement.
1.35 Partner Nonrecourse Debt Minimum Gain. Shall have the meaning ascribed to
such tem in Section 6.6 bereof.
1.36 Partnership. Shall have the meaning ascribed to such term in the Recitals of
this Agreement.
1.37 _ Partnership Interest. The entire ownership interest of a P;u:tner in the
Partnership at any particular time, including the right of such Partner to any aDd all
distributions, allocations and other benefits to which such Partner may be entitled as provi~
in this Agreement and the Act together with the obligations of such Partner to comply with a!u
of the terms and provisions of this Agreement and 1he Act, and further including the Capital
Account of such Partner.
1.38 Partnership Minimum Gain. Sha1l have the mellIling ascribed to such term in
Section 6.4 of this Agreement.
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1.39 partnershill PercentaS!es. The percentage interests of each of Partners in certalin -
amoonts/matters regarding the Partnership, which, as of the date hereof, are as set forth fin
Section 3.2 hereof.
1.40 Partnership Purooses. SbaJl have the meaDing ascribed to such term ii:l Sectibn
2.2 of this Agreement.
1.41 Person. 1m individuit1, corporation, tl1lSt, association, unincorporated
association, limited partnership, partnership, limited liability company, joint vemure or otliler
entity.
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1.42 . Priority Return. A ten pertent (10%) simple interest per annum cmnu1ative
return.
1.43 Proiect. Collectively, all improvements, fixtures and 8llpurtenances now or
hereafter located on the Property, including, without1imitation, the conversion of all or s~me
of the Apartments into a condominium form of ownership and the construction and
development of new condominium units and townhome uuits and such other improvementS as
General Partner may determine from time to time.
1.44 Prooertv. Shall have the meaning ascn'bed to such term in the Recitals of this
Agreement, which definition shall include any additional real property acquired by the
Partnership, together with all parking, access and utility easements and other appurtenances
thereto.
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1.45 Recffer. Shall have the meaning ascribed to_Such term in Section 4.7 hereof.
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1.46 ReDifer Period. Shall have the meaning ascribed to such term in Section 4.7
hereof.
1.47 Sales Proceeds. The net cash proceeds received by the Partnership from either
a Total Presale or a Total Sale.
1.48 Seller. Sball have the meaning ascribed to such term in the definition of
Contract.
1.49 Seller General Partner. Shall have the meaning ascribed to such t= in tihe
definition of Contract.
1.50 Seller Limited Partner. Shall have the meaning ascribed to such term in the
definition of ContJ:act.
1.51 Shefaor Development M:mae:ement Ae:reement. Shall have the meaning
ascribed to such term in Section 4.3 hereof.
1.52 Shefaor Develooment Manager. Shall have the me.n;n& ascribed to such term
in Section 4.3 hereof.
1.53 Shefaor LP. Shall have the meaning ascribed to such term in the preamble. of.
this Agre.ement, wllicb definition shall refer to Shefaor EH, L.L.C., a Florida limited liabllit)tc
company. and my successor(s) thereto or assigoee(s) thereof who becomes a substitllted
Limited Partner in accordance with the terms of this Agreement.
1.54 Stivelmm. Shall have the meaning ascribed to such term. in the defmitian of
Contract. Stive1IDJlIJ is a principal in' Planinvest, Inc., a Florida' corporation, W1rl.ch
corporation is a co-manager and member in Shefaor LP .
1.55 Subiect Farchase Price. Shall have the meaning ascribed to such. term in
Section 4.7 of this Agreement. .
1.56 Tarragon Development Mana~ement A2reement. Shall have the meaning
ascribed to such term in Section 4.3 hereof.
1.57 Tarra20n Develooment ManalZer. Shall have the meaning ascribed to such term
in Section 4.3 hereof.
1.58 Tarra~on Leasing ManalZer. Shall have the meaning asen'bed to such term in
Section 4.3 hereof.
1.59 TarraJ10D LP. Shall have the :aieaning ascribed to such term in the Recitals of
this Agreement, which defInition shall refer to Avenlura Tarragon LP, LLC, a Florida limited
liability company, and any successor(s) thereto or assignee(s) thereof who becomes a
substituted Limited Partner in accordance with tile terms of this Agreement.
1.60 Tarra~on Partners. Collectively, General Partner and Tarragon LP. \
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1.61 Tarra~on South. Shall have the meaning ascribed to such term in the definition
of Contract. Tarragon South wllolly-owns each of Tarragon Partners.
1.62 ~. Shall have the meaning ascribed to such teI.ID in Section 4.7 hereof.
1.63 Total Presale. The sale of substantially all of the assets of the Partnership at
any time before the Partnership has entered mto any agreement 'for the purc1lase and sale of a
Unit.
1.64 Total Sale. The sale of substantially all of the Partnership at any time after the
Partnership has entered into at least one agreement for the purchase and sale of a Unit,
provided, that the net proceeds of such sale are equal to at least twenty-five percent (25 %) of
the projected Gross Sales as contemplated by the Budget.
1.65 Treasurv RelUllations or Theas. ReI!. A regulation or regulations promulgated
under the Code.
1.66 Undistributed Priority Return on Capital. For each applicable Partner, at lllilY
poiDt in time, that additicmal amount that would have to be distnllUted to such Partner so that
when considered together with all amoUIlts previously distributed to such Partner pursuant to
Sections 5.2(a), 5.3(c) and 5.5(c) hereof, such Partner will have received a Priority Retum.OIl
such Partner's Umecouped Capital Contribution outstanding from time to time.
1.67 Unit. With respect to the Property and the Partnership's busiDess plan in
coDJJeCtion therewith, collectively, those condominium units and/or townhorne mdts to be
located thereon, whether as a result of the conversion of all of some of the Apartments to a
condominium form of ownership or as a result of the development and construction of new
condnminillm units andlor townhome units.
1.68 Umecoll1Jed Capital Contribution. For each applicable Partner, as of any date,
the amount equal to the balance, as of such dat~, of an account which shall be maintained and
calculated for such Partner lIB follows; All amounts contributed to the Partnership as capital
purswnt to Articl~ 3 hereof by such Partner (meaning that with respect' to Shefaor LP. its
Umecouped Capital Contribution will initially be equal to the Land Capital) shall be added to
the balance of such account, as and when made; and all distributions to such Parmer purS'\laJlt
to Sections 5.2(b), 5.3(d) and 5.5(d) hereof. and those distributions to such PlUmer pursuaat to
Section 5.4 hereof attributable to such PlUtner's Umecouped Capital Contribution, as
reasonably determined by General Partner, shall be deducted from the balance of such
account, as am;! when made.
ARTICLE n.
NAME AND BUSJNESS OF tHE P ARTNERSB1P: OtHER QUALIFICATIONS
2.1 Partnership Name and Princi\)a1 Place of Business. The name of the
Partnersbip shall be Shefaor Tarragon, LLLP, or any other name chosen from time to time by
General Partner, provided, that if the Partnership does not continue to elect to be treated as a
Florida limited Ii ability limited partnership pursuant to 1he provisions of the Act, the naJine of
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the Partnership shall be "Shefaor Tanagon, Ltd.". Partners shall have no rights to or interest in
the name of the Partnership. In the event that the name of the Partnership shall be changed.,
General Partner shall record an appropriate amendment to tllis Agreement and any other
documents required to be filed to effect such amendment in those jurisdictions m which fue
PatlJtership is or is reguired to be registered under applicable law. The address and principal.
place of business of the Partnership shall be clo Tarragon South Development COIl'., 200 East
Las Olas .Boulevard, Suite 1660, Fort LBllderdale, Florida 33301. General Par1ner may change
such address and principal place of business from time to time.
2.2 PUIl'ose. The Partnership is organized for the pUIposes of (a) acqllirm$,
ov.'Iling, operating,leasing and managing the Property, including, without limitation, the rental
of the Aparllnents, (b) setting forth a business plan in connection with the future development 0f
the Property, ineluding, without limitation, the conversion of all or some of the Apartments into
a condominium. form of ownership and/or the development and constru~on of nem
condominium. units and townhome units, (c) obtaining all governmental licenses, certificates
6l1dlor approvals, as may be necessaty :pursuant to all applicable law in connection with the
activities of the Pa:rtneIShip as set forth in this Section, including, without limitation, those
licenses, certificates and appl.'OvaJs as are necessary to operate an existing apar1ment project and
any and all site :plan and other governmental approvals required as a condition to '!he
contemplated development and construction of the Project, (d) developing, desigcing and
constructing any other improvements upon the Property, (0) financiJ:lg the acquisition of.the
. Property and the development and construction thereof as contemplated hereby by entoring into
one or more Loans, (f) selling, exchanging or otherwise disposing of the Property and/orthe-,
Project or any part thereof or mterest therein, and (g) engaging in any other activities which are
incidental or related to the foregoing, alone or m conjunction with otherll (collectively, the
"Partnership Pu:rposes'~. The Partnersllip shaJ1 have all the powers that are Ilecessary to cany
out the Partnership Purposes.
23 Other Oualifications. Partners have agreed that the Partnership shall exist as a
limited liability limited partnership under the laws of the State of Florisia. In connection
therewith, General Partner is hereby autholized to file a Statement of Qnalification for Florida
Limited Liability Limited Partnership on behalf of the Partnership m the Office of the Secr~
of State, State of Florida. To the extent that the business of the Partnership is conducted in any
other jurisdictions, General Partner is f1Jlther hereby authorized to file such other documentation
under the laws of sucb jurisdictions to the extent necessary or desirable to do business in 'such
. jurisdictions andIortoprolllote limitation of liability for Partners in such jurisdictions.
2.4 Pronlotional Materials. Partners agree that advertising, marketing, sales and
promotional materials of the Project slWJ describe the Project as a jomt venture between
"Tarragon" and "Shefoo,". If either Tatragon Partners or Shefaor LP cease to be a Partner, such
Partner's name shall be-removed from SUell advertising, marketing, sales !Illd other promotional
materials.
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2.5 Maintenance of Separateness. The Partnership shall' satisfy customary
pa:rtnerslup (or other similar) fonnalities, inelUdUlg fue mainteDDnce of partnership (or other
similar) records, including, but not linrited to, the followUlg:
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(a)
Conduct the day to day management of the Partnership in its own name;
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(b) Maintain separate partnership records and booles of account from any
other entity (including Affiliates) and otherwise observe partnership fonnalities;
( c) Prepare the financial statements and books and records of the
Partnership llfter the date of creation of the Partnership to reflect the separate existence of the
Partnership from any other Person or entity; provided. that the Partnership's assets and
liabilities may be included in a consolidated :financial statement issued by an Affiliate of the
Partnership; provided, however, that any such consolidated financial statement will make clear
that the Partnersbip's assets are not available to satisfy the obligation~ of such Affiliate. except
as permitted by the terms of any loan to the Partnership then outstanding;
(d) Payor bear the cost of the preparation of its fmancial statements an4.
have such financial statements audited by a certified public accounting :firm that is not
affiliated with the Partnership. any member of the Partnership or any of their respective
Aftiliates; ,
(e) Maintain its assets separately from the assets of any other person or
entity (mc1udiDg through the m.\"t"".,,~.e of a separate bank account);
(f) Conduct all of the Partnership's business correspondence and other.
co=unication in the Partnership's own name !llld on its own stationery;
(g) Not allow its Affiliates to conduct any of the business of the Partnership
in such Affiliate's name;
(h) Pay its own'liabilities. losses and expeDSes only out of its own funds and
not allow its Affiliates to pay any liabilities of the Partnership out of such Affiliates fundso:r
assets;
(i) Maintain an arm's length relatioDShip with its Affiliates other than in
accordance with the documents executed in cODIlection with a Loan;
G) Not gua:rJlIltee or become obligated for the debts or obligatio:DS of any
other entity or person or hold out its credit as being available to satisfy the obligations of any
other Person or entity. except as permitted by the terms of the dOC1Jments executed in
cOllDection with a Loan; ,
(k) Not allow partners of the Part:nership to assume or guarantee or becltlme
obligated for the debts of the Partnership or hold out its credit as being available to satisfy the
obligations of the Partnership, except as permitted by the terms of the documents executed in
cOllDection with a Loan;
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(I) Not acquire or assume the obligations of its Affiliates or allow its
Affiliates to acquire obligations of the Partnership, except as permitted by the tems of the
documents executed in connection with a Loan;
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(m) To the extent that the partners of the Partnership, the Partuership aJild
any of their respective .Affiliate. .hare the same officer. and other employees, allocate fairly
and reasonably overhead or other expenses that are properly shared with. SUell entities,
inclnding, with.out limitation, shared office space;' .
(n) To the ex.tent that the partners of the Partnership, the Partnersbip aod
any of their respective Affiliates jointly contact or do business with vendors or service
providers or share office space or other overhead eA1lenses, allocate fairly, appropriately arnd
. nonarbitrarily any costs and expenses incurred in so doing between or among such entities,
with the result that each such entity bears its fair share of all such costs and expenses;
(0) To the extent the Partnership contracts or does business with vendors or
serviCe providers where the goods or services are whOlly or partially for the benefit of its
Affiliates, allocate fairly, appropriately and nonaxbittarily any casts and expenses incurred in
so doing between or among such entities, with the result that each such entity bears its :fair
share of all such costs and expenses;
(P) Identify and hold itself out as a separate and distinct entity from' any .
other Person or eittity (including Affi1iates);
(q) Correct any known misunderstanding regarding ita separate identity :from
any other !?ersoll or entity (including its Affiliates);
(r) Other than in its consolidated financial statement, DOt identify" the
Partnership as a division or part of any other Person or entity (including Affiliates);
(s) Not enter into or be a party to any transaction with. any partner of the
Partnership or any Affiliate, except in the ordinary course of its business and an terms wbich
are intrinsically fair and are no less favorable to it than would be obtained in a compa:rable
arms' -length transaction with an unrelated third party;
(t) Hold all of its assets in its own name;
(u) Not pledge its assets ['Or the benefit of any other Person or entity, except
. as permitted by the teIlllB of the documents executed in connection with a Loan;
(v) Observe all limited partnership fOl"Inalities and other formalities required
. by its organizational documents;
(w) Maintain adequate capital in light of its contemplated business
operations;
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(x) Cause transactions and agreements between the Partnersh.1p, on the one
hand, and anyone or more of its Affiliates, on the other hand (including transactions and
. agreements pursuant to which the assets or property of one is used or to be used by the other),
to be entered into in the names of J;he entities that are parties to the transaction or agreement,
to be formally documented in writing and to be approved in advance by General Partner in
compliance with this Agreement, except as permitted by the terms of the documents executed
in connection with a Loan.;
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(y) Maintain its organization, business and booles and records so as to
qualify at all times as a UReal Estate Operating Company' as defined in the Employee
Retirement Income Security Act of 1974, including the rules and regulations promulgated
thereunder, as amended; and
(z) Maintain its own.separate tax identification number.
ARTICLE m.
CAPITAL CONTRIBUTIONS AND P.A:RTNF.1Ul"RTP PERCENTAGES
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3.1 Initial Capital Contributions.
(a) PurSuant to Amendment No.2 and as described in the definition of.:the
tenn "Contract", Slivolman has assigned the Contract to Tanagon South, and in COImec1lion
therewith, each of Sti:velman and Tarragon South entered into Agreement Regarding
Representations and Warranties and Indemnities Regarding Lincoln Pointe, dated as of May 18,
2004 (the "Coniract Assignment Agreement"). Pursuant to the Contract Assignment Agree=t.
anlOllg other things, each of Stivelman and Tarragon South contemplated the execution of 'this
Agreement Accordingly, each of Partners agree that such assignment of the Contract shall be
considered for all purposes the initial Ca:pital Contribution by Shefaor LP (an. Affiliate of
Stive1man) to the capital of the Partnership in exchange for a Capital Acco1lJ1t credit eqUlll to
Two Million DollarS ($2,000,000.00) deemed to have been made on the date hereof (the "Land
Capital''), and it is agreed by Partners fox such pUlJ?oses thm the amount of the Land CatPital
represents the fair market value of such contribution.
(b) Each of Partners agree that Tarragon Partners have made various
expenditures through the date hereof in furtherBnce of the Partnership PUlposes in accordance
willi the Budget, which amounts shall be deemed to constitute the initial Capital Contributions to
the Partnership by Tarragon Pllltners. AB of the date hereof; the initial Capital ContIibutions of
Tarragon Partners are as follows: (i) General Partner equals $ and (ii) Tanagon LP
equals $ . Such initial Capital Contlibutions of Tan'agon Partners consist oithose
sums e:-:pended through the date hereof, pro rata in accordance with each of T an-agon Parmer's
reS]Jective Partnership Percentages, in cash in furtherance of the Partoersbip Purposes by
Tarragon South, which initial Capital Contributions, for pUl"poses of detemuning a Prioli"ty
Retum, shall be deeJ.lled to have been made on the date hereof.
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3.2 Partnership Percentages. The Partnership Percentages of each Partner in the
Partnership shall be as follows:
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Name Partnership Pereenta!?
General P arllle!' 0.1%
Tarragon LP 69.9%
Shefaor LP 30.0%
TOTAL 1QO%
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3.3 Additional Cauital. FroUl time to time during the term of this Agreement, it is
anticipated that General Partner (in its sole discretion) shall det=ine that the Partnership will
require the conmbution of additional funds beyond the initial Capital Contributions :made by
Partners as set forth in Section 3.1 hereof, provided, that UDder all cir=stances such
determination shall be consistent with the funding needs of the Partnership as determined by the
Budget At such time and from time to time, Tarragon Partners shall provide one hundred
percent (100%) of such funds. The parties hereto understand, acknowledge and agree that under
all circumstances during the term of this Agreement, Tarragon Partners shall be obligated to, in
the aggregate, contribute a minimum of $3,000,000.00 of cash capital contributions for the
acquisition and development of the Property as contemplated hereby pursuant to the Budget
Furth=are, with respect to the construction and development of the portion of the Property
relating to new condominium units and towIiliame units, Tmagon Partners shall, in the
aggregate, contnbnte in cash a minimum of one-third (1/3) of the capital required therefor
pursuant to the Budget
3.4 Guaranties. Agreement to Pledge Partnershi1'l Interests. Partners acknowledge
that the Loans will likely require certain guaranties of the payment and perf=ance obliga:tions
of the Partnership under the documents to be executed in connection with such Loans.
Accordingly, General Partner agrees that it or its Affiliates shall execute any such required
guaranties in fom and substance satisfactory in all respects to General Partner and/or its
Affiliates with respect to such Loans (but under no circumstances shall any of such guaranties be
guaranties of any other obligations of the Partnersbip). Shefaor LP and its Affiliates shall not be
obligated to persoually guaranty any obligations of the Partnership llnder the dOCUJill.ents
~ecuted in connection with the Loans. In the event 1hat tne Partnership shall enter into
documenlll evidencing or otherwise executed in connection witn any m.ezzanine or other
financing. if so requiJ:ed by the financial institution providing same, Partners agree (on a non-
recourse basis) to pledge their respective partnership interests to such financial institution..
3.5 Return of Capital Contributions. No Partner sball be entitled to the return of its
Capital Contributions at any particular time, except upon terminBJ:ian Dr dissolution of the
Partnership or as otherwise expressly provided herein. A P arlner shall not be entitled to demand
or receive property other than cash at the time of termination or dissolution. Neither General
Partner nor nny Limited PBltner shall be personally 'liable for the return or repayment of all Dr
any portion of the capital Dr undistributed profits of any Partner, it being expressly agreed that
any such return of capital or. undisbibuted profits pursuant to this Agreement shall be made
solely from the assets (whicb shall not include any right of contribution from Generall'artne;r 01'
any Limited Partner) of the Partnership.
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ARTICLE IV.
1.rnCll1PoInlo'4
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P ARTNERSfITP MANAGEMEl\'T
4.1 Mans2ement. General Partner shall have ex.clusive responsibility for tlie
management of the Partnership. General Partner shall devote such tUne to the affairs a:o.d
business of the Partnership as it Dlay from time to fune deem necessary or desirable.
4.2 Ri2bts and Powers of General Partner. Without limiting the generality of Section
4.1 hereof and subject to the tenns hereof, General Partner shall have all of tJlerights and powers
w:bich may be possessed by a general partner in a limited partnershipfonned under the laws .of
the State of Florida, which rights and powers are otherwise conferred by law or wbich are
necessary, advisable or convenient to the discharge of General Partner's duties 1Jnder ~
Agreement and to the management, direction and control of the business affairs of 1ihe
Partners:bip, including the following rights and powers (provided, that the failure to enumerate
herein any specific right or power shall not be deemed to imply a limitation on the rights and
powers of General Partner):
(a) To engage such employees, agents, attorneys, accountants, consultants,
businesses or other persons or entities as General Partner may deem necessary or advisable;
(b) To execute on behalf of the Partnership all instruments and documen1:$ as
General Partner may deem necessary or advisable in order to carry out and fuJ:fill the Pa:r1nerSbip
P1lIJloses;
(c) To acquire and convey Partners:bip Interests, real property and illterests
the:rein, including, without limitation, easements and rights of wFty, and to sell or otherWise
transfer the Partnership's interest in any real property; a conveyance oheal property held in the
Partnership name, and any other instrument affecting title to real property in which the
Partnership has an interest, shall be executed in the Partnership name by General Partner,
(d) To borrow money; to make, issue, accept, endorse, hypothecate and
execute promissory notes, drafts, bills of exchange, loan agreements and other instruments and
evidences of indebtedness; and to se=e the payment thereof by mortgage, hypothecation,
pledge or other assignment, or granting of security interests in all or any part of the Partnersmp's
interest in any property then owned or leased or thereafter acquired or leased by the Partner~ltip;
an e=brance of real property held in the Partnership name, and any oth.er instrnment affeCting
title to real property in which the Partnership bas an interest shall be executed in the Partnership
name by General Partner; . . .
(e) To enter into, t=inate or canoel any agreements, leases, Contracts and
undertakings as it may deem necessary or advisable for the conduct of the business of the
Partnership;
(f) To open, maintain and close banle and other investment accoUllts and to
dra.w cbew and other orders for the payment of money;
(g) To take such actions and incur such. ex.penses on bebalf of the Partnersbip
as it may deem necessary 01' advisable in connection wit11 the conduct of the business of the
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Partnership, iJJcluding, but not limited to, fl,e reimbursement of all reasonable expenditures made
011 behalf ofthe Partnership by GeueJ:al Partner or any other Person;
(h) To exercise any power of attorney granted by the other Partners on their
behalf;
(i) To invest any funds of the Partnership not needed immediately for
Partnership ?mposes in certificates of deposit, investment grade co=ercial paper, money
market funds, federally insured bank accounts or other similar securities as General Partner ma.y
detennine; and
G) To do any act or execute any document on behalf of the Partnership as
it, in its sole discretion, deems necessary, convenient, incidental or appropriate to the
furtherance of the business of the PArtnership.
4.3 General Partner and Its Affiliates: Other Affiliate Transactions. General
PJ1Ilner may employ, Dr otherwise de.al with on bclu1lf of the Partnership or any PartIler,
including Gene;ral Partner, any Affiliate or any entity or Person who is directly or indirel:tly
interested in, or affiliated or connected with, an enterprise engaged in by a Partner or an
Affiliate, to sell or purchase goods or perform services, including management services, for
the Partnersbi:p, or to make loans to the Partnership; :provided, however, that any call1;ract
between the Partnership and any Partner or their respective Affiliates must be on termswbich
are cOlllJ.larable to those obtaim.b1e in an arms'-length transaction. Notwithstanding anythfug;.
to the contrary contained herein, simultaneously upon the execution of this Agree=nt, the
Partnership will enter into the following agreemell!s:
(a) Development Management Agreement Regarding Phase I, dated as of the
date hereof, between the Partnership and Tarragon Pllrtners ("Tanagon Development MllIlager"),
in the form attached hereto as Schedule "e" with respect:to development services rendered by
Tarragon Development Manager in connection with that portion of the Project relating tp the
conversion of all or some of the Apartments to a condominium form of ownership (the
"Tmagon Development Management Agreement").
(b) Development Management Agreement Regarding Phase II, dated as of the
dm herenf; between the Partnership and Sbefaor Development, LLC, a Florida limited liability
company ("Shefaor Development Manage!;"), in the form attached hereto as Scbedule "D" with .
respect to development services rendered by Shefaor Development Manager in connectioll with
that portion of the Project relating .to the development and construction of new condominium
1llJits and/or townhome units (the "Shef'llOr Development Management Agreement'~;
(c) Management Agreement, dated as of the elate hereof, between the
Pertnership and Tanagon Management, Inc. a Texas corporation ("Tan'llgon Leasing Manager'~,
in the form attached hereto as Scbedule "E" in connection with leasing and. management
services rendered by Tarragon Leasing Manager with respect to the Apmtments; and
(d) Consulting Agreement, dated as of the date hereof, by and among the
Partnership, Shefaor Development Manager, Stivelman and Gilbert Benhamou in connection
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with a contingent cOl1SUlting fee payable to Shefaor Development Manager with respeot to the
Project
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In addition to the foregoing agreements with Affiliates, Partners agree that (i) General
Partner or its Affiliate shall be engaged to perform accDunting and reporting services on behalf
of the Partnership for a fee equal to $2,500.00 per month payable in arrears from the date of the
Wjuisition of tlle Property and due eacb calendar month on the first (1") aay of each such
calendar month; (ii) General Partner or its Affiliate shall be engaged to perform accounting and
reporting services in connection with the conversion of all or any part of the Apartments and the
Property to a condominium form of ownership and any constrnction related activities with
respect to the Units (i.o. converted and new) for a fee equal to $2,500.00 per month payable in
arrears n:om the date of the acquisition of the Property and due each calendar month on the first
(1 st) day of eacb suc.b calendar month until the ~d of the Fiscal Year in which the last Unit is
sold and closed and all accounting reporting and other associated responsibilities for such Fiscal
Year are COlllpleted; (ill) General Partner or its Affiliate shall have the right to exclusively
provide and/or mange for mortgage services far the end loans associated with the Units with all
fees derived therefrom to acorue solely to the benefit of General Partner or its Affiliate; and. (iv)
if Shefaor LP sball elect to perform (or far its Affiliate to perfonn) sales and marketing services
in coDnection with fue sale of new condOIllinium units and/or new townbome llIlits, wbich'
election shall be nlllde no later than thirty (30) days after General P artnor has notified Shefam LP
that the Partnership has elected to go forward with the development and oonstiuction of'such
units, Shefaar LP or its Affiliate, as the case may be, shall be paid a fee equal to two and three:.
quarter percent (2 'A%) of the gross sell out of such units payable pursuant to and in a.ccordance .
with the terms and provisions of a sales and marketing agreement in farm and substance
reasonably acceptable to the P artnorship and Shefaor lJ> Dr its Affiliate, as the case may be.
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4.4 Ore:amzation and Administration. General. Partner shall take all necessary
measures to organize and administer the Partnership, and the Par1nership shall reimburse General
Partner (or Afliliatesthereaf; as applicahle) far expenses incurred in connection with such
organizational and administrative matters.
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4.5 General Pamer's Duties. General Partner's administrative duties shall include
(without limitation) bookkeeping, record keeping and .the preparation and filing of tax returns
and tn elections, B8 may be required or advisable :fi:om time to time. In addition, General
Partner shall timely file all other farms, documents or writings with respect to the business and
operations of the Partnership that shall be required by any governmental agenCy or .authority
having apparent jurisdiction to require suc.h folIllS, documents or ather wlitings. General Partner
may employ attorneys, accountllnts and ather agents to perfoml all such duties. To the ex.tent
that ~ervices are provided to the Partnership directly by General Partner or its Affiliates, the
Partnership shall pay reasonable. compensation therefor, determined in accordance with
customary rates of local professionals or other providers of comparable services and otherwise
set fOlth in Section 4.3 hereof.
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4.6 Tn Matters Partner. The Gei:JeraJ Partner shall be the "Tax Matters Partner"
pursuant to and as provided in Code Section 6231 and shall have all of the powers and duties
expressly conferred on the Tax Matters PElrtner by the Code, as well as those powers and duties
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as are necessary and properfDr the exercise Dftlle Tax Matters Partner's powers and duties under
the Code and applicable law.
4.7 Right of First Offer. In the event that Genera! Partner decides to sell the entire
Project (whether as a Total Sale, a Total Presale or otherv.'ise), prior to putting tbe Project on the
market, General Parlller shall offer (an "Offer'~ to Sbefaor LP the right to purchase the entire
Pl'Dject at a purchase price consistent with the purchase price General Partner has at such time
elected to offer to !bird parties and pursuant to material business t=s General Partner has then
elected in its sole discretion to disclose to third parties (!be "Terms"). General Partner shall
deliver the Offer in writing to Shefaor LP (which Offer shall be in substantially the fonn General
Parmer is prepared at such time to deliver to third parties) (an "Offer Notice"). In the even.t that
. Sbefaor LP dDes not accept an Offer by executing a counterpart Df the Offer NDtice applicable to
such Offer within thirty (30) days of its receipt of such Offer Notice (an "Offer Period"), then
such Offer shall be deemed rejected by Shefaor LP. UpDn the earlier of the date that (x) General
Partner receives notice from Shefaor LP of its rejection of an Offer Notice an.d (y) the
tenni:nation of a particular Offer Period witbout having an acceptance from Shefaor L1' of the
Offer applicable thereto, General Partl1er shall be permitted to then convey the Project to a third
party in accordance with the Tenns, including, without limitation, the purchase price set forth in
the subject Offer Notice (the "Subject Purchase Price"). Notwithstanding anything contained
herein to the contrary, in the event that a third partybuyer of the Project requests as aresult of its
due diligence in connection with the acquisition of the PrDject for a fair and reasonahle reduotion
in the Subject Purchase Price, General Partner shall reoffer (a "Reoffer") the right to purchase
the entire Project to Shefaor LP at such reduced purchase price. In the event that ShefaorLP"
does not accept or reject a Reoffer within ten (l 0) days of the notification of the same by General
Partner (a "Reoffer Period"), then such Reoffer sbal1 be deemed rejected by Shefaor LP. Upon
!be expiration of an applicable ReDffer Period (provided, Shefaor has rejected or beWl deemed to
have rejected the Reoffer applicable thereto), Genetal Partner sbal1 be permitted in all respects to
agree with a third party purchaser to such reduction without having in any manner OT in any way
to reinstate the right of Shefaor LP to accept or reject a purchase of the Project for such reduced
price. ill the event that an Offer or a Reoifer, ll$ the Clllle IIlay be, is accepted by Shefaor L1' prior
to the e"..piration of the Offer Period applicable thereto 01' the Reoffer Period applicable thereto,
respectively, the closing in connection with such Offer or Reoffer, as the case may be, shall
occur no later than ninety (90) days following the executiDl1 of a purchase and sale agreement by
each of the P artnerslJip and ShefaDr LP.
4.8 Sheffler's Financing Consent Right Loan Provided bv General PalinOl' Affiliate:
ParticipatiDn Fees to Lenders. Shefaor LP shall have the right to consent to the Partnership
entering into agreemWlts evidencing, aT otherwise relating to, any Loan, which approval of
Shefaor LP shall. (x) be based on a final term sheet containing the material business tenus of the
applicable Loan and (y) under all circumstances not be unreasonably withheld, delayed Or
conditioned. Shefaor LP shall be deemed to be umeasonable in the' event that it does not consent
to any Loan for reasons inconsistent in any respect with then current market 'financing
arrangements goveming prDjects similar to the Project and in a similar geographical location as
the Project. In the event that She[...or LP does not respond to any request for its cDnsent as
required by this Section 4.8 within five (5) business days of the date of such request, the consent
of Shefaor LP shall be deeme4 . given. Notwit11~tauding anything COl1tailled herein to the
contrary, Sllefaor LP consents in aU respects to the loan to be made by Eurohypo AG, New York
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Brauch, to the Partnersbip simultaneously with the execution and delivery of this Agreemon.t.
The parties agree that if General Partner or Bny of its Affiliates provides a Loan to the
Partnership, such Loan shall be at an i:oterest rate llO 'greater than the most favorable market rate
then available for such type of finB.11cing by third party institutioualleoders, as determined by
General Partner in its discretion, Furtbennore, in the event that General Partner causes the
Partnership to obtain a Loan from an institutional third party lender, Partners agree that any
lender participation fee or a lender percentage of profits shall be structured as an expense of
Tal1:egon Partners and oot the Partnership.
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4.9 Deadlock Resolution: Arbitration. (e) Notwithstanding anything contained
herein to the contrary, at such time, if ever, as Partners sball be deadlocked wben voting over
a matter that requires their approval pursuant to Section 4.8 of this Agreement or elsewhere in
this Agreement (a "Deadlock"), then Partners shall meet to discnss such Deadlock (a
"Deadlock Meeting") within teu (10) days after any partner sends a notice to the other Partner
which specifies a time, date and place for such Deadlock Meeting; provided, that any such
Deadlock Meeting must be held within Miami-Dade County, Florida, or Broward County,
Florida. At such Deadlock Meeting, Partners sball use their best efforts to cause each Partner
(a) to have an opportunity to present its views on the matter or matters which are the subject
of the applicable Deadlock and (b) to negotiate in good faith in an effon to resolve such
Deadlock. In the event that Partners are unable to resolve the applicable Deadlock, then any
Partner may, at its option, submit the Deadlock to an arbitrator for a resolution pursuant to
clause (b) below.
(b) A Partner shall submit any dispute or claim under this Agreement to
arbitration by notifying the other Partner in. writing if peonitted to do so pursuant to the terms of
this Agreement. After receipt of such notice, Partners shall have five (5) business days to
mutually select an arllill'll1or. If Partners cannot mutually select an arbitrator, the arbitrator shall
. be selected'in'accordance with the rules of the American Arbitration Association.:ill Miami-,DJlAe
County within ten (10) days after such initial five (5) business day period. Each Partner shall
have the opportunity to submit a written position to the arbitrator 81ld oral argument for thirty
(3D) minutes before the arbitrator. The written position shall be submitted within ten ,CI D)
calendar days from the date an arbitrator is selected and arguments heard with five (5) business
days thereafter. The arllitrators shall rule within ten (10) business days after arguments arid the
ruling shall be fin.a1 and binding on the parties Blld the Pllrtnership. The arbitrator shall also
determine who will pay its fees snd costs and the fees snd costs of Partners incurted in
co:nncction with arbitration unless speci:fically provided otherwise in this Agreement. The
arbitrator should be a person with experience in connection v,-lth real estate projects similar to the
Property and in Miami-Dade County, whether from the business or legal perspective,
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ARTICLE V.
DISTRIBUTIONS
5.1 LinlitationS. Net Cash Flow, Net Cash Proceeds and Other Proceeds shall be
distributed from time to thne at the discretion of General Partner eva1uated on a quarterly basis
pursuant to !lie next sentence and make distributiol,ls accordingly. The Partnership must have
available to it unencunlbered cash funds sufficient for such diStribution after taking ll'ltO acCOllnt
any reserves deemed necessary by General Partner,
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5.2 Net Cash Flow. Except as otherwise provided in Section 5.4 hereof, any Net
Cash Flow ofthePartuersbip shall be distributed to Partners in the following order and priority;
(a) First, to Partners, in proportion to their respective Undistributed Priority
Retum on Capital balances until their respective Undishibuted Priority Return on Capital
balances are reduced to zero;
(b) Second, to Partners, in proportion to their respective Unrecouped Capital
Coutribution balances until their respective Unrecouped Capital Contribution balances are
reduced to zero; and
(c) Thereafter, to Partners in accordance with their respective Partmlrsbip
Percentages.
5_3 Net Cash Proceeds: Other Proceeds. Except as otherwise provided in Section 5.4
hereof; distributions of Net Cash Proceeds and Other Proceeds shall be made in the following
order and priority:
(a) First, to paymep.t of debts and liabilities of the Partnership which are then
due and owing, except any expenses or debt!! which may be defen:ed in accordance with any
agreement providing for their deferral to the eJStent that the Partnership expects to receive
subsequently Net Cash Proceeds which can be used to satisfy suob. debts andliabiliti.es, provided,
that this Section 5.3(a) shall !lOt apply in the case of Other Proceeds;
(b) Second, to the setting up of reserves (if any), as determined by General
Partner, and, at the expiration of the reserve period, as det=ined by General Partner, the
balance of the reserves, if any, shall be distributed as Net Cash Proceeds received at the end of
the reserve period, provided, that this Section 5.3(b) shall not apply in the case of Other
Proceeds;
(c) Third, to Partners, in proportion to their respective Undistributed Priority
Return on Capital balances, until their .respective Undistributed Priority Rerum on Capital
balances are reduced to zero;
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(d) Fourth, to Partners, in proportion to their respective Umecouped Capital
Contribution balances, until their respective Unrecouped Capital Contribution balances are
reduced to zero; and .
(e) Thereafter, to Partners in accordance with tlleir. respective Partnership
Percentages.
5.4 Distributions upon Liquidation. Notwithstanding anything .to the contrary set
forth in this Agreement, i].1 the event the Partnership (or a Partner's interest therein) is
"liquidated" within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), then any
distnbutions shall be made pursuant to this Section 5.4 to Partners (or suell Partner, as
appropriate), in accordance with their positive Capital Account balances in compliance with
Treasury Regulations Section 1.704-1 (b )(2)(ii)(b)(2).
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5.5 Sales Proceed,. Except as o1:\1crwi,e provided in Section 5.4 hereof, di,tributions
of Sales Proceeds shall be made in 1he following order and priority:
(a) FiISt, to payment of debts and liabilities of the Partnership which are due
Bnd owing, except any Cl."jlenses or debts which may be deferred in accordance with any
agreement providiDg for their deferral to the extent the Partnership expects to receive
s1ibsequently Sales Proceeds which can be used to satisfy such debts and liabilities;
(b) Second, to the setting up of reserves (if any), as determined by General
Partner, and, at the expiration of the reserve period., as determined by General Partner, the
balance of the reserves, if any, shall be distributed as Sales Proceeds received at the end of the
reserve period;
(c) Third, to Partners, in proportion to their respective Undistributed Priority
Return on Capital balances, until their respective Undistributed Priority Return on Capital
balances are reduced to zero;
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(d) FoUrth, to Partners, in proportion to their respective Unrecouped Capital
Contribution balances, UIltil their respective Unrecouped Capital Contribution balances are
reduced to zero; and
(e) Thereafter, in the case of Sales Proceeds arising from a Total Presale, .1 %
to General Partner, 49.9% to Tmagon LP and 50% to Shefaor LP, or in the case Sales Proceeoo.
arising from a Total Sale, .1% to General Partner, 59.9% to Tmagon LP and 40% to ShefaorLP.
5.6 Withholdin~. If the Partnership is required by law or regulation to withhold and
pay to any taxing or other gove=entaJ authority any amotIIJt otherwise distributable to a
Partner, the Pm1nersbip shall be entitled to withhold such amount and the amount so withlie1d
shall for purposes of determining such Partner's Capital Account be treated as if distributed to
such P Brtner.
5,7 General Provision. For purposes of calculating a Priority Return, the balance of
any applicable amounts aball be detennined as of the close of each calendar month and as of the
date of any distribution, payment 01' other event requiring an adjus1ment to any such item.
ARTICLE VI.
ALLOCATIONS
6.1 Allocation of Net Losses. Except as othelwise provided herein, Net Losses
incurred by the Partnership for each Fiscal Year shall be allocated to the Partners in the
following order and priority:
(a) First, to Partn.el1l in proportion to the amount of and ulltil the cumulative
Net Losses allocated to eael1 (or their predecessors in interest) pursusnt to 1hi., Section 6.1 (a) for
the corrent and all prior Fiscal Years are equal to the cumulative Net Profits, if any, allocated to
eaell (or their predecessors in interest) pursuant to Section 6.2 hereof for all prior Fiscal YeSl1l,
and in reVel'se order of such prior allocations oiNet Pronts;
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(b) Second, to Partners in proportion to their respective Partnership
PerceJltages until any Partner's Capital Account balance equals zero;
(c) Thit-d, Net Losses sball be divided among and bome by those Partners
with a positive Capital Account balance in accordance with each such Partner's respective
proportionate positive Capital Account balance;
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(d) Fourth. once all Partners' Capital Accounts are reduced to zero, Net
Losses shall be allocated to those Partners who bear the economic risk of such Net Losses in
accordance with Treasury Regulation Section 1.704-2; and
(e) Thereafter, Net Losses shall be allocated to Partners in proportion to their
respective Partnership Percentages.
6.2 Allocation ofN et Profits. Except as otherwise provided herein, Net Pro:fits of the
Partnership for each Fiscal Year shall be allocated to Partners in the following order and priority:
(a) First, Net Profits shall be allocated to Partners in proportion to the amount
of and until the cumulative Net Profits allocated to each (or their predecessors in interest)
pUJ:suant to ihis Section 6.2(a) for the current and all prior Fiscal Years are equal to the
cumulative Net Losses; if any. allocated to each (or their predecessors in interest) pursuant to
Section 6.1 hereof for all prior Fiscal Years, and in reverse order of such prior allocations of Net
Losses; .
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(b) Second. Net Profits shall be allocated to Partners in JlroJlortion to the
amoUllt of the Priority Retum computed with respect to such Partners' respective Umecouped
Capital Con1n"bunon baIauces during the relevant time period, until suc:h amount of allocated Net
Pro:!iis equals the amount of the Priority Retum COlllJ?uted with respect to each Partner's
respective Unrecouped Capital Contribution balance during the relevant time period; and
(c) Third. Net Fro:lits shall be allocated to Partners in accordance with their
respective l' artnership Percentages.
6.3 Allocation of Gain From Sale. Gain From Sale shall be allocated to Partners in
the fonowing order of priority, after taking into account all Capital Account adjustments for the
Fiscal Year during which the subject transaction occurs and other allocafious under Article VI
hereof, other thllll allocations pursuant to this Section 6.3 and distributions pursuant to Section
5.4 hereof:
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(a) First, to each of Partners in proportion to the amount of and until the
cmnulative Net Profits allocated to each pursuant to Section 6.2(a) hereaffor the current and all
prior Fiscal Years and the Gain From Sale allocated to each pursuant to this Section 6.3(a) are
equal to the cumulative Net Losses, if any, allocated to each pursuant to Section 6.1 hereoffor aU
plior Fiscal Years, and in reverse order of such prior allocations of Net Losses;
(b) Second, to each of l' artners in proportion to the amount of and until th
cumulative Net Pronts allocated to each pursuant to Section 6.:?-(b) hereof for the current and all
prior Fiscal Years and the Gain From Sale allocated to each pursuant to this Section 6.3(b) are
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equal to tbe amount of the Priority Return computed with respect to each Partner's respective
Unrecoupe4 Capital Contribution balance during the relevant time period; and
(0) Thereafter, in the case of Gain From Sale atising from a Total Presale, .1 %
to General Partner, 49.9% to Tarragon LP and 50% to Shefaor LP, or in the case of Gain From
Sale BIisiJJ.g from a Total Sale, .1 % to General Partner, 59.9% to Tarragon LP and 40% to
Shefll.Or LP.
6.4 Minimum Gain Chargebacks and Nonrecourse Deductions.
(a) Par1:ltershi:o Minimum Gain Chargeback. Notwithstanding any other
provisioIlB of this Agreement, in the event that there is a net decrease in Partnership Minimum
Gain during a tax year, each of Partners shall be allocated items of income and gain in
accordance with Treasury RegulatioDS Section 1.704-2(t). For purposes ohhis Agreement, the
term "PaJ.1nership Minimum Gain" shall have the meaning set forth in Treasury Regulations
Section 1.704-2(b)(2), and any Partner's share of Partnership Minimum Gain shall be detenniued
in accordance with Treasury Regulations Section 1.704-2(g)(1). This Section 6.4(a) is intended
to comply with the minimum gain c11argeback requirement of Treasury Regulations Section
1.704-2(t) and shall be intetpreted and applied in a manner consistent therewith.
(b) Nonrecourse Deductions. Notwithstanding any other provision of this
Agreement, Nonrecourse Deductions shall be allocated to ea.clt of P artners in proportion to their'
respective Partnership Percentages. "Nonrecourse Deductions" shall have the meaning set fort'h
in Treasury Regulations Section 1.704-2(b)(I). This Section 6.4(b) is intended to comply with.
Treasmy RegulatiollB Section 1. 704-2(e) and shall be inte.rpreted and applied in a manner
consistent therewith.
(c) Parteer Nonrecourse Debt NotwithstBnding any other provisions of this
Agreement, to the extent required by Treasury Regulations Section 1.704-2(i), any items of
income, gain, loss or deduction of the Partnership that are attributable to a nOlJIecourse debt of
the Partnership that constitutes "Partner Nomecourse Debt" as defined in Treasury Regulations
Section 1.704-2(b)(4) (including cbargebs.cks ofpartuer nomecourse debt minimum'gain) shall
be slJocated in accordance with the provisiollB of Treasury Regulations Section 1.704-2(D. This
Section 6.4{c) is intended to satisfy the requiremCl1ts of Treasury Regulations Section 1.704-2(i)
(including the partner nonreCOlJIse debt minimum gain chargeback requirements) and shall be
interpreted and applied in a In!llllleJ: consistent therewith.
6.5 Oualified Income Offset. Any Limited Partnflr who unexpectedly receives an
adjus1ment, allocation or distn"bution descn"bed in Treasm:y Regulations Section 1.704-
1(b)(2)(ii)(d)(4); (5) or (6) that causes a deficit balauce in its Capital Account (adjusted as
provided in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) shall be allocated items of income
and gain in an amount and a manner sufficient to eliminate, to the C1..1ent required by the
Treasury Regulations, such deficit bslance as quickly as possible. This Section 6.5 is intended to
comply with the altemate test for economic effect set forth in Treasury Regulations Section
1.704-] (b)(2)(ii) (d) and shall be interpreted and applied in a manner consistent therewith. In the
event that any items of income or gain are allocated to one or more P arlners pursuant to this
Section 6.5, subsequent items ofmcoroe, gron, loss or deduction will first be allocated (subject to
the provisions of Sections 6.4 hereof and this Section 6.5) to each of Partners in a manner
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designed to result in eachParlner having a Capital Account balance equal to what it would have
been llad the original allocation of items of income or gain pursuant to this Section 6.5 not
occurred.
6.6 Distributions of NOI1.recourse Liability Proceeds. If, during a taxable year, tlle
Partnership makes a distribution to any Partner that is attributable to the proceeds of any
nonrecourse liability of the Partnership that is allocable to an increase in Partnership Miuimum
Gain pursuant to Treasury Regulations Section 1.704-2(h), thOll the Partnership shall elect, to tlle
extent permitted by Treasmy Regulations Section 1.704-2(h)(3), to b.'eat such distribution as a
distnbution that is llot allocable to an increase in Partnership Minimum Gain. To the extent that
such distribution is treated as allooable to an increase in Parlnership Minimum Gain 01' "partner
llOnrecourse debt minimum gain", as defined in Treasury Regulations Section 1.704-2(i), any
increase in a Partner's share of such Partnership Minimum Gain (computed in accordance with
Treasury Regulations Soctions 1.704-2(g) and 1.704-2(i)(5)) attributable to such distribution
shall be treated as an item of income allocated to such Partner pursuant to either Section 6.2 or
6.3 that corresponds to the subsection of Article 5 hereto pursuant to which the distribution was
made. The pUIpose of the preceding sentence is fu avoid a double allocation of Net Profits or
items thereof (including for this purpose only, Gain From Sale) to a Partner pursuant to Section
6.2 hereof as a result of (a) an allocation of Net Profits or Gain From Sale pursuant to either
Section 6.2 or 6.3 hereof and (b) an.additional allocation ofitems of income or gain as a result of
a subsequent "urilJimum gain chargeback" pursuant to Sections 6.4(0.) or Section 6.4(c) hereof.
In addition, General Partner shall hav.e the authority to allocate excess non-recourse liabilities as
it determines in compliance with Treasury Regulations Section 1.752-3(a)(3).
6.7 General Previsians. Whenever a proportionate part of Partnership Net Profit,
Gain From Sale or Net Loss is credited or charged to a Partner's Capital Account, every item of
profit, gain, loss, deduction or credit entering into the computation of such Net Profit, Gain From
Sale 'Or Net Loss, or applicable to the period during which such Net Profit, Gain From Sale or
Net Loss is realized, sh2n be considered credited or charged, as the case may be, to such account
in the same proportion.
6,8 Income Tax Allocations: Authority of General Partner to Vary Allocations. Far
purposes 'Of Code Sections 703 and 704, or any similar tax provision of any state or 'other
jurisdiction, the deteIlIlination of each Partner's distributive share ofall items of tax significance,
whether income, gain, loss, deduction or credit for any Fiscal Year shall be made in accordance
with the provisions of Articles 5 and 6 hereof. However, notwithstanding the provisians of
Section 12.3 below, General Partner is authorized and directed to allocate income, gain, leiss,
deduction or credit (or item thereof) arising in any year differently than otherwise provided for ill
Articles 5 or 6 hereof to the, extent that allocai'ing income, gain, loss, deduction 'Or credit (or item
thereof) in the manner provided for in Articles 5 or 6 hereof would cause the allocations 'Of each
, Partner's distributive share of income, gain, ]oss, deduction or credit (or item tlleIeof) \1,at to be
peIIDitted by Section 704(b) of the Code. Any allocation made pursuant to this Section shall be
deemed to be a complete substitute for any allocation otherwise provided for in Articles 5 or 6
pereof and no amendment of this Agreement or apPl'Oval of any Partner shall be required.
6.9 COlrtributed Pl'OJlertv. In the event that Partnership property is subject te Code
Section 704(c) or is revalued OIl the books of the Partnership in accordSl1Ce with Treas. Reg.
Section 1.704-1 (b)(2)(tv)(g), each Partner's Capital Account shall be adjusted in accordance with
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Treas. Reg. Section 1.704-1(b)(2)(iv)(g) for allocations to them ofdepreciation,l\mortizatioll BIld
profit or loss, as COIllJlUted for book purposes (and not tax purposes) with respect to such
properly. Any gain or loss attributable to contributed property shall be allocated to the
contn"buting partner pursuant to Code Section 704(c).
6.10 Election to Adius! Tax Basis. General Partner U'laY, but need not, cause the
Partnership to make an election or, with the consent of the COllunissioner of Internal. Revenue,
revoke any such election previously made, under Section 754 of the Code, to adjust the basis of
Partnership property under Sections 734 and 743 of the Code. Further, notwithstanding anything
in this Article 6 to the COlltrary, to the extent an adjustment to the adjusted tax. basis of any
Partnership asset pursuant to Code Section 734(b) or Code Secti011743(b) is required, pursuanJ:
to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in detemlining
Capital Accounts, the lIlllount of such aiijustment to the CapiUll Accounts shall be treated as an
item of gain (if the adjustment increases the basis of the asset). or loss (if the adjustment
decreases such basis) and such gain or loss shall be specially allocated to each of Partners in a
.manner consistent with the manner in which each of their Capita! Accounts are required to be
adjusted pursuant to such section of the Treasury Regulatio!lS.
6.11 Oisallowed Deduction. Notwithstanding anything to the contJ:ary contained in
this Agreement, if a deduction is denied by the Internal Revenue Service with respect to any fees
paid by the Partnersbip, including any fee paid to an Affiliate of any Partner, on the basis that
such fee was a distribution to a Pw:tner by the Partnership, the Partner wh9 itself or' whose
Affiliate received such fee shall be specially allocated an'amount of gross income equal to the
amount of the disallowed deduction.
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ARTICLE VII.
RIGHTS. LiABILITIES AND OBLIGATIONS OF PARTNERS
7.1 Liability of Limited Partners. Limited Partners shall not be bound by, or .
personally liable for, the expenses, liabilities or obligations of the Partnership, except as
expressly assumed or expressly guaranteed or as provided under applicable law. Except as
provided iu Article 3 hereof, no Partner shall be obligated to make a collJ:nbution of any kind or
amount to the capita! oUbe Partnership; provided, however, that Partners are obligated tQ return
a distribu,tion from the Partnership to the extent requi!'ed under applicable law or as otherwise set
forth in Section 3.4 hereof.
7:l. Role of Limited Partners. Except as otherwise provided ill this Agreement,
Limited Partners shall take no part in, and shall not interfere in any manner with, the conduct or
control of the business of the Partnership and shall have no right or authority to act for or bind
the Partnership. The foregoing sball not restrict in any respect any action that may be tal(etl. by a
Limited Partner in its capacity as an officer or director of General Partner, and no such action
shall be deemed or cons\med as the action of such officer or director in the capacity of a Limited
Partner.
7.3 Rieht to Relv on Authoritv of General Partner. No PeL'Son dealing with General
Partner shall be required to detem1ine its authority to malce any undertaking on behalf of the
Partnership, or to detern-rine any fact or circumstance bearing upon the existence of its authOl-ity.
Every contract, agreement, lease, promissory note, deed, mortgage or other instrument or
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document executed by General Partner shall be conclusive evidence in favcr of any and every
person relying thereon or claiming thereunder that:
(a)
force and effect;
At the tim e of the execmtion or delivery thereof, the Partnership was in full
(b) Such instrument or document was duly executed in accordance with the
terms and provisions of this Agreement and is binding upon the Partnership and all Paltners; and
(c) 'General Partner was duly authorized and empowered to execute and
deliver any and every such instrument or document for and on behalf of the Partnership.
7.4 Ri!!hts aud Obli!!ations of General Partner. In addition to the rights and
obligations of General Partner as set forth in this Agreement, General Partner shall have those
rights and obligations conferred or imposed upon general partners under applicable law, to the
extent not inconsistent with the terms hereof.
7.5 Oblintion to Act in Good Faith, General Partner agrees to act at all times in
good faith and in such manner as may be required to protect and promote the int=sts of Limited
Partners.
7.6 ,Indemnification of General Partner.
(a) General Partner shall not be liable, responsible or accountable in damages
or otherwise to ,any Partner for (i) any act or omiBsion perfonned or omitted within the scope of
the anthority conferred on General Partner by this Agreement and in the best interest of the
Partnership, except for acts which constitute bad :faith, gross negligence or willful misconduct by
General Partner in carrying out its obligations hereunder; (ii) General Partner's failure or refusal
to perform any acts, except those expressly required by or pursuant to the t=s of this
Agreement; (ill) General Partner's performance of, or omission to perform, allY acts on advice of
legal counsel, accmmtallts, consultants or financial advisors to the Partnership; or (iv) the
negligence, dishonesty or bad faith of an.y agent, consultant, representative, appraiser or broker
of the Pal'tnersllip selected, engaged or retained by General Partner in good faith.
(b) In the event of any action, suit or other legal proceedings, including
arbitration, instituted or threatened againBt General Partner or to which General P BItner nlay be a
party arising out of Partnership actions or actions of General Partner in its capacity as such,
whether such suit, action or proceeding is brought by or on behalf of third parl'ies or by or on
behalf of the Partnership or all or any of Partners, individually or asa class, or in a derivative or
representative capacity, General Partner shall have the right (i) to obtain legal counsel !llld other
expert counsel at the expense of the P artnersllip and (ii) to defend or participate in any such suit,
action or proceeding at the .expense of the Partnership, and subject to the reimbursement
obligation set forth in subsection (c) below, it shall be reimbursed for, indemnified against and
saved llllnnless by the Partnership from and against any and al11iabilities alld reasonable costs
and ex.penses incurred in cOl1I1ection therewith.
(c) In ~ny of the situations described above, General Partner allan be entitled
to periodic advances from the Partnership to pay reasonable attorneys' fees and expenses as they
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are incurred. III the even! that Oelleral Partner is ultimately determined not to be entitled to
indemnification, it shall immediately repay all advances, \l\rithout interest, to the Partnership.
7,7 Outside Activities. General Partner shall devote such tilDe and attention to the
Partnership business as may be necessary for the proper performance of its duties. General
. Partner and/or its A:ffiliates may, however, engage or hold interests in other business veutures of
every kind and description for its owo account, whether or not such business ventures are in
direct or indirect competition with the business of the Partnership and whether or not the
Partnership also has an interest therein, Neither the Partnet1mip nor auy of Partners shall have
any rights by virtue oftms Agreement in any such business ventures or to the income 01' profits
derived therefrom.
ARTICLE VIII.
BOOKS OF ACCOUNT AND REPORTS
8,1 Books 2Jld Records, General Pmmer shall keep, or cause to be kept, at the
principal office of the Partnership (or at such other office as General Partner may designate) true
and caneel books of account, in which Bhall be entered fully and accurately each and every
transaction of the Partnership. Each Partner or its designated agent shall, at such Partner's
1lA1lense, at all reasonable times have access .to, and the right to make copies of; the books and
reccrds of the Partnersl1ip, The books shall be kept in accordance with accepted Federal income
tax accounting principles, consistently applied, and for a fiscal period which is the calendai: year;
Financial statements sball be prepared as of the end of each Fiscal Yea:r, and each Partner shall
be entitled to a copy of the statements or a summary thereof promptly after the close of each
Fiscal Year. General Partner shall cause to be prepared and. disln'buted to each Partner, after the
close of each Fiscal Year, information necessary to complete the Partner's Federal income tax
retum. In addition, General Partner shall prepare and maintain (x) monthly financial statements
(consisting of, among other things as General Partner shall deem necessary, balmlce sheets,
income statements, general ledgers and job cost ledgers) and(y) comparisons of actual to
budgeted results and any revised projections in connection therewith, In the event that a
govemnlent.a1 entity or any applicable legal requirement shall require an audit of the
Partnership's books and records, such audit shall be performed at the Partnership's eA1>ense.
8.2 Banlci112. All funds of the Partnership sha]l be held in the name of the Partnership
in one or more accounts, All withdrawals from any bank account 01" liquidation of any other
Partnerslup investment shall be made upon a check Dr order signed by General Partner, or an
agent designated by General Partner, from tillle to time. All such withdra.wn funds shall be used
only for Partnership Purposes as provided in this Agreement and in accordance with the tenns
hereof.
ARTICLE IX.
ASSIGNABU,ITY OF PARTNERSmP INTERESTS
9.1 Assignment of Interest of a Partner. The Partnership Interest of a Partner may be
assigned, pledged Dr otherwise transferred only with the prior written consent of the Partners,
TIle Partnership shall not temlinate upon the death or dissolution of any Limited Par111er.
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9.2 Further Assil!l1J11ents Subject to this Agreement. Upon the transfer of a
partnership Interest to any transferee, the transferee aud any subsequent transfers of such
Partnership !nterest shall be subject to al1 of the terms aud provisions of this Agreement.
9.3 Invalid Transfers. No transfer of a Partnership Interest, or any part thereof, in
violation of this Article 9 shall be valid or effective, and the Partnership shall not recognize the
same for the purpose of allocatiOl1S or distributions of the aggregate income, gain, profit, loss,
deduction, credit or distribution of the Partnership. Except as otherwise provided in Ibis
Agreement, no Paltner shall be entitled to withdraw from the Partnershill or receive a return of
capital or other distribution pursuant to v.>ithdrawal prior to the termination of the Partnership
under Article 11 hereof. .
9.4 Rights of Transferee. Unless admitted to the Partnership as a Partner in
accordance With the provisions of this AJ:ticle 9, the transferee of a Partnership Interest, or a part
thereo~ shall not be entitled to any of the rights, powers or privileges of its predecessor in
interest, except as otherwise provided by law.
9.5 Permitted Transferees. Notwithstanding anything to the contrary contained
herein, the parties agree that allY Partner may freely transfer all or any part of their Partnership
Interests to an Affiliate of such Partners.
9.6 MandatoIY Withdrawal of Shefaor LP as a Limited Partner. Tn the event thatthe
Shefaor Development Management Agreement is terminated pursuant to Sections 9B. (i) through
(v) thereof; the parties mutually agree that Shefaor LP will be deemed to have withdrawn as a
Partner in the Parlnership pursuant to this Agreement and under the Act, effective as of the date
of the termination of the Shefaor Development Management Agreement. In such event, Shefaor
LP will be deemed on the date of such Withdrawal to have surrendered its entire Partnership
Interests to the Partnership, lIJld to have released the Partnership from any and all claims which
Shefaor LP might otherwise have or thereafter become entitled to assert against the PartnersWp
or any Tarragonl'arlncrs or their respective Affiliates under the Act and/or this Agreement.
Shefaor LP acknowledges that in the event of Shefaor LP's withdrawal under the circumstances
set forth in this Section 9.6, the Partnership will be likely to su:(fer substantial damages as a result
of She fa or Developer Manager's failure to perform under the Shefaor Deve10pmem Mauagemem
Agre~ent, and Shefaor LP understands, acknowledges and agrees that (x) the Partnership shall
have the right to proceed against Shefaor LP's Affiliates for such damages as it suffers as a result
of such failure to perfenn, (y) all agreements entered into between the Partnership and Shefaor
LP and/or its Affiliates pursuant to Section 4.3 and otherwise shall immediately terminate, and
(z) any and an lights for Shefaor LP and/or its Affiliates to receive fees and/or any other
paynlents under tbe agreements described in Section 4.3 and otherwise shall immediately cease.
Notwithstanding anything contained herein to the cOl;ltrary, any and all fees and/or other
payments received through the date of such withdrawal or termination, as the case may be, by
Shefaor LP hereunder and by Shefaor LP's Affiliates under the agreements desoribed in SecliOll
4.3 and otherwise shaH be deemed ellmed by snch parties and retained by them.
9.? Affiliate Altl'eement Material Defaults. Except as set forth in Section 9.6 above
I\nd Section 9.8 and Section 9.9 below, in th,e event that any agreement with the Pal1nership and
a Parbler or its Affiliate as contemplated by Section 4.3 hereof or otherwise is terminated
jlU1]\lant to the tenns thereof as a re$Ult of such Pal"tne:r's or its Affiliate's Material Default
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thereunder (the "Breaching Partner") (x) the Breaching Partner's PBltnership Percentage shall be
decreased by one-half (1/2), (y) all agreements entered into bctl'l'cen tbe Partnership and such
Breaching Partner (or ill Affiliate) pursuant to Section 4.3 and otherwise shall immediately
tetminate, al.d (z) a!.y and allllghts of the Breaching Partner's and/or its Affiliates to receive
fees and/or any other payments under the agreements descdbed in Section 4.3 or otherwise shall
immediately cease. Notwithstanding anythillg contained herein to the contrary, any and all fees
and or other payments received through tbe date of termination of SUC11 agreements described in
11.e preceding sentence by the Breaching Partner and/or its Affiliates shall be deemed earned by
such parties and retaincd by them.
9.8 MandatoIV Withdrawal of Tarragon Partners. In the event that the Tarragon
Development Management Agre=ent is tenninated pursuant to Sections 9B. (i) through (v)
thereot; the parties mutually agree that Tarragon Partners will be deemed to have withdrawn as
Partners in the Partnership pursuant to this Agreement and under the Act, effective as of the date
of the termination of !be Tarragon Dcvelopment 11anagement Agreement In such event,
Tarragon Partners will be deemed on the date of such withdrawal to have sUU"emdered their
respective entire Partnership Interests to the Partnership, and to have released the Partnersbip
from any and all clailDl which Tarragon Partners might otherwise have or thereafter become
entitled to assert against the Partnership or Shefaor LP or their respective Affiliates under the Act
and/or this Agreement Tarragon Partners acknowledge that in the event of Tarragon Partners'
withdrawal under the circumstances set forth in this Section 9.8, the Partnership will be likely to
suffer substantial damages as a result of Tarragon Developer Manager's failure to perform under
the Tmagon D~elopment Management Agreement, and Tarragon Partners understand,
acknowledge and agree that (x) the Partnership shall have the right to proceed against Tarragon
PartneIll' Affiliates for such damages as it suffers as a result of such failure to perform, (y) all
. agreements between the Partnership and Tan'agon Partners andlor its Affiliates pursuant to
Section 4.3 and otherwise shall immediately tenninate, and (z) any and all rights for Tarragon
Partners and/or its Affiliates to receive fees andlor any other payments under the agreements
described in Section 4.3 and otherwise shall :immediately cease. Notwithstanding anything
contained herein to the contrary, any and all fees andlor other payments received through the
date of such withdrawal or t=illations, as the case may be, by Tarragon Partners h.ereunder and
by Tarragon Partners' Affiliates under the agreements described in Section 4.3 and otherwise
shall be deemed earned by such parties and retained by them.
9.9 Material Default of General Partner. In the event that General Paltner shall cause
a Material Default to enst under this Agreement (x) Tan:agon LP' s Partnership Percentage shall
be reduced to 19.9%, (y) Shefaor LP's Partn.ership Percentage shall be increased to 80%, and (z)
all decisions to be made under this Agreement shall require the agreement of all Partners.
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ARTICLE X.
WITBDRA WAL OF GENERAL PARTNER
10.1 Withdrawal. General Partner shall be deemed to have withdrawll from the
Partnership upon its voluntary withdrawal, which shall be effective only after giving at least
thirty (30) days' prior written notice to Limited Parttlers, or as otherwise provided under the Act
10.2 Substitute Gencral Partner. Upon the wi11.drawa1 of General Partner in
accordance with the foregoing Section 10.1, a substitute General Partner may be elected in
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accordance with the provisions of the Act within ninety (90) days by Limited POltners. If
Limited Partners fail to elect a substitute General Partner by such date, the Partnership shall be
dissolved in accordance with Article 11 hereof.
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10.3 Conversion of Withdrawing General Partner's Interest Upon the withdrawal of
General Partner, the interest of the withdrawillg General P arbler shall be converted to tbat of a
limited partner in the P ar11l.ership.
ARTICLE XI.
TERM. DISSOLUTION AND WINDlNG UP
11.1 Term. The term of this Agreement shall conunence as of the day and year :first
written above and shall continue until terminated pursuant to the provisions of this Agreement.
11.2 Dissolvilli Events. An event of dissolntion of the Partnership shall occur upon
the earlier of the following (each, a "Dissolving Event"):
(a) Dec=ber 31,2104;
(b) Subject to Section 7.5 hereof, the decision of General Partner to dissolve
the Partnership;
( c) The failure of Limited Partners to appoint a successor General Partner
pursllmt to Section 10.2hereof; or
(d) The sale by the Partnership of all, or snbstantially all, of the Partnership's
assets. If the Partnership receives a purchase money 0 b1igation as part of the selling price, the
Partnership shall continue until the obligation is collected.
11.3 Winding UP. Upon the occurrence of a Dissolving Event (other than pursuant to
S1lbsecti91l 1l.2(d) hereof), General Partner shall pmceed with dispatch and without any
unnecessary delay to sell or otherwise liquidate all property of the Partnership. k:J.y act or event
causing a dissolution of the Partnership shall in no way affect the validity of, or shorten the 1:=
ot: any lease, mortgage, contract or other obligation entered into by or OIl behalf of the
Partnersbip. The full rights, powers and authorities of Partners shall continue so long as
appropriate and necessary to complete the process of winding up the business and affairs of the
Partnership.
11.4 Application of Assets in Windin2 Up. Upon dissolution of the Partnership, the
liquidation proceeds shall be applied in the manner and in the priority set forth in Section 5.4
hereof All a condition to malting any liCj1;lidating distributiol1S to any Partner, all Partuers (or a
financially responsible Affiliate) agree to execute and deliver a mutually acceptable
indemnification agreement whereby such PartneI (OI its Affiliate) agrees to indemnify the other
Partners for such Partner's pro-rata share (based upon their Iespective Partnership PeIce.ntages)
of 1I11Y claims, lishilities or costs incurred by. any other Partner in connection ",.J.th any
Partnership business.
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11.5 Distribution in Kind. U; on dissolution of the Partnership, General Partner shall
determine that an immediate sale of part or all of the Partnership's assets would be impracticable
or would cause undue loss to Partners, General Partner may either defer for a reasonable time the
liquidation of any assets except those necessary to satisfy liabilities of the Partnership (other than
liabilities to Partners) or distribute to Partners, in lieu of cash, as tenants-in-COl111UOn and in
accordance with their respective Capital Account balances, undivided interests in such
Partnership assets as General Partner deems not suitable for liquidation. Any distributiDns in
kind shall be subject to such conditions relating to the dispositiDn and manageu:tent thereof as
General Partner deems reasonable and equitable.
11.6 Termination. The Partnership shall terminate when all of its property shall bave
been disposed of and the net proceeds and liquid assets, after satisfaction Df liabilities to
Partnership creditors, shall have been distributed among each of Partners. As soon as practicable
after the tennination of the Partnership, a:final statement of its assets and liabilities shall be
prepared and furnished to each ofParmers.
ARTICLE XII.
II11SCELLANEOUS
12.1 Firm Name and Goodwill. For purposes of this Agreement, uo value sball be
placed upon the name oithe Partnership, upDn the right to its use or upon any goodwill attached
thereto.
12.2 Notices. Any notice provided for by this Agreement and any other notice or
conununication which any party hereto may wish to send to apother pw:ty hereto shall be ill
writing and shall be deemed given (a) on the day of hand delivery thereof if delivered by
personal delivery, (b) one (1) business day after sent by ovemight delivery with a receipt thereof;
or (c) on the day sent by facsimile with areceiptthereof, addressed to each Partner as set forth on
:Schedule "F" attached hereto and made a part hereof; Dr at such other adchess as any party
hereto shall designate to the Partnership in writing.
12.3 Amendments. This Agreement may be amended only by an instrument in writin,g
executed by all Partners.
12.4 Waiver of Action for Partition. Subject to Se"tion 11.5 hereof, if applicable, each
ofi11e parties hereto irrevocably waives, during the term 'ofthe Partnership and during the period
of its liquidation following apy dissolutiol1, apy right that it may lwie to maintain. any action for
partition withrespecl to any assets of the Partnership.
12.5 Titles. The titles of the articles and sections herein have been inserted as a matter
of convenience for reference only, and shall not control or affect the meaning or construction of
mi.y of the terms or provisions hereof.
12.6 Comnlete AgreOlnellt. This Agreement contains the entire understanding between
the parties and supersedes apy prior understandings and agreements between them regarding the
within subject matter. There are no representations, agreements, anangements or
understandings, oral orwlittOll, between or among the parties hereto relating to the subject matter
of this Agreement that are not fu1]y expl'essed herein.
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12.7 Goveminl! Law. This Agreement and aU rights and obligations of the parties
here1lJlder shan be governed by tbe laws of the State of Florida.
12.8 Number and Gender. The use of the singular herein shall be deemed to be or
include the plural (and vice-versa), Ilnd the use of any genders shall be deemed to include all
genders, wherever appropriate.
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12.9 Bil)dinl! Effect. This Agreement shall be binding upon, and inure to the benefit
ot: the parties hereto and their respective spouses, heirs, executors, administrators, :personal and
legal representatives, successors and permitted assigns.
12.10 Severabilitv. Each article, section and paragraph hereof shall be considered
severable, and if for any reason any article, section or paragraph is detennined to be invalid
under current or future law, such invalidity shall not impair the operation of or otherwise affect
the valid portions of this Agreement.
12.11 Al!!eelnent of Further Execution. At any time or times, upon the request of
General Partner, the other Partners agree to sign and swear to the certificate required by the Act,
to sign and swear to any amendment to or cancellation of such certificate whenever such
amendment or cancellation is required by law and to sign and swear to or acknowledge similar
certificates or affidavits or certificates of :fictitious film name or the like (md any amendments or
cancellations thereof) required. by the laws of the State of Florida, or any other jurisdiction in
which the Partnership does, or proposes to do, business, md cause the Dling of any of the same
for record whenever such Dling shall be required by law. .
12.12 Counternarts. This Agreement may be executed in One or more counterparts and
by facsimile sigoatw'eS and each of such counter:parts shall, for all purposes, be deemed to be an
original, but all of such counterparts shall constitute one and the same instrument.
12.13 Jurisdiction and Venue. The parties acknowledge that a Snbstautial portion of
negotiations, anticipaied pelformance and execution of this Agreement occurred or shall occur in
Miami-Dade and Broward County, Florida, and that, thel'efore, without limiting the jurisdiction
or venue of any other federal or state courts, each of the parties im~vocably and unconditionally
(a) agrees that any suit, action or legal proceeding arising out of or relating to this Agreement
may be brought in the courts of record of the State of Florida, in Miami-Dade County, or the
district court of the United States, for the Southem District of Florida; (b) consents to the
jUli.sdiction of each such court in any such suit, action or proceeding; and (c) waives any
objection which it may have to the laying ofveIlUe of my such suit, action or proceeding in any
of such courts. .'
12.14 Intel']ltetation. Each Partner bas hl!il the opportunity to have this Agteement
reviewed by counsel and be advised by counsel as to the rights and obligations of Genel'al
PEIJ:tner and Limited Partners, and this Agreement shall not be COllStJ.ued or interpreted more
strictly against one Partner than another 011 the grounds that the Agreel11ellt or any draft thereof
was prepared by a Partner or its counsel.
12.15 Personal Liabilitv. Except as otherwise provided ill tins Agreement, in no
circumstances shall a shareholder, director, officer, partIler, member, employee, representative,
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. attomeyor agent ohParmer be personally liable for any oftlle obligations of such Partner under
this Agreement except to the extent provided in any separate agreement now or hereafter
o executed aud delivered by any such party.
12.16 Estonnel Cerlifi cate. At any time 8l1d from time to time upon not less than twenty
(20) days' prior written notice D'om another Partner, each Partner shall execute, acknowledge
and send to such other Parmer a statement in writing certifying that this Agreement is
umnodified and in full force and effect (or if there have been modifications, that the Agreement
is in full force and effect as modified and stating the modifications) and stating whether or not as
to all Partners any is ill default of performing any of the terms contained in this Agreement, and
if in default, specifying each snch default (limited, with respect to the other party's defaults, to
those defaults of which the certifying Partner has Imowledge). .
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12.17 No Third Party Rililits. Except as otherwise specifically provided in this
Agreement, the provisions af this Agreement are for the exclusive benefit of the Partnership and
Partners and no other partjr (including, without limitation, any creditor of the Partnership) shall
have any right or claim against the Partnership or my Partner by reason of these provisions or be
eotitJed to enforce any .ofthese provisions against the Partnership or any Partner.
12.18 No Waiver. No waiver of any provision of this Agreement sball be effective
unless it is in writing IlIld signed by the party against whom it is asserted, and. any sucl1 written
waiver shall oJJ1y be applicable to the specific instance to which it relates and shall not be :
deemed to be a continuing or future waiver.
12.19 Further Assurances. The parties hereto will execute and deliver mch further
instruments and do such further acts and things as may be reasonably required to carry out the
intent and purposes of this Agreement .
12.20 Prevailing Partv. If there arises a dispute in regard to tbis Agreement, the
prevailing party shall be entitled to attorneys' fees and costs, including fees regarding mediation,
arbitration and/or all judicial actions and appeals.
12.21 Time of The Essence. Time is of the easence with respect to this Agreement.
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12.22 WAIVER OF JURY TRIAL. EACH OF THE UNDERSIGNED HEREBY
KNOWINGLY, IRREVOCABLY, VOLUNTARlL Y AND INTENTIONALLY W AlVES ANY
RIGHT IT MAY HAVE TO A TRIAL BY JT.JR.Y IN RESPECT OF ANY LIDGATION
BA8ED ON TIllS AGREE11ENT OR ARISThJG OUT OF, UNDER OR ThJ CONNECTION
wrrn: THIS AGREEMENT OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED
ThJ CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRl1TEN) OR
ACTIONS OF ANY PARTY HERETO.
[SIGNATURES APPEAR ON THE FOLLOWING PAGES]
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have
executed this Agreement, or caused same to be executed on its behalf, under seal, by a duly
authorized representative, as of the date first set fOlth above.
GENERAL PARTNER:
A VENTURA TAl<RAGON GP, LLC, a Florida
limited liability company
By: Tarragon South Developmen.t Corp., a
Nevada corporation, its sole Managing
Member
/<lbT"r-
LIMITED PARTNERS:
TARRAGONLP:
AVENTURA TAl<RAGON LP, LLC, aF10rida
limited liability company
By: Tarragon South Development Corp., a
Nevada corporation, its sole Managing
Member
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SHBFAORLP:
SHEFAORBH, L.L.C., a Florida li.1lli.tedliability
company
By: PJaninvest,1nc, a Florid corporation. co-
manager
b)':
Name:
Title:
By:
by:
Name:
Title:
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5-1044
SCHEDULE "A"
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LEGAL DESCRIPTION OF PROPERTY
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EXHIBIT "A,.,
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THE LAND
TractD of ADMIRAL'S PORT SECTION ONE, according to the plat thereoi,recorded in PlatBook
1 13..page51. Public Records o.fMiami-Dade COllUty. Florida
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SCHEDULE "B"
BUDGET
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Department of State B/5/Z004 lO:ZB PAGE Z/3 RightFAX
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if~i I oertify the attached i.s a true and c"rrect copy of the J>.:f:E:i.dav:i.t and 'Efdii
Sl.(C Certif.ioate of L.irnited Partnershi.p of SHEE'AOR/TARRAGON, .L~D., a L:i.nd.ted ~ufl-
;;tOll:> Partnersllip organized under the ~aws of tbe state of Flor:i.cla, xi.led on ~a~
~~ August 4, 2004, aa ahown by the recorda of thia office. ~Q.i!l
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gl,1J.l!l I further oertify the dooUll16nt waS eleotronioally'. "eoEUvacl and. filed. under [8
ltalilll'U audit nul!lber B04000160319. Th.is oert:I.:Eicate .ia issueQ :in aooordanoe ::>c C
~aa with seotion 15.16, Florid.a Statutes, and authenticated by the oode noted ~(j1''1S
~~~. ~
~~ The doeuroent number -of this limited partnership i.s A04000001280. ~~b
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~C Authentication Code: B04A0004BB10-0B0504-A04000001280-1J 1 ~Q
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}1~il~a{ili!i'1D~B'n>;';iif{i\;lan';OB'Cl~;;;rCl1500\"ll6fCl';a;;r(Th~a'nsan.~zrl\~i'10,
Given under my hand and the
G~eat Seal of the State of Florida,
at ~al~ahassee, the Capita~, this the
Fifth day of August, 2004
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Department of State 6/5/2004 10:28 PAGE 3/3
RightF AX
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FLORIDA DEPARTMENT OF STATE
Glenda E. Rood
Se.cr:etary of State
Au~ust 5, 2004
SHEFAOR/TARBAGON, LTD.
200 RAST LAS OLAS BLVD., S~E. 1660
FORT LAUDEP.DALE, FL 3330l
~he Affidavit 'and Certifioate of Limited Partnership of S!lF.FA01t/!I!:ARE<AGON,
LTD. were filed on A.ugust 4, 2004 and assigned document number
ll.0400000l280. Please refar to this number whe.neve.J: oorra.ponding- with
this offioe.
The certification you requested is anclosed. ~o be offioial, the
oartification for a cert~ied oopy must be attached to the ori~inal
document that was electronically sulomitted and filed under FAX audit
number H040001603l9.
A limi.ted paz:tnership annua.l report/uniform busi.ness report wj.~l be due
this office between January 1 and May l of the '!lear following the oalendar
year of the file/effective date. A Federal Employer Identification
(FEI)number will be required before this report can be filed. Please
apply NOjj with the Internal Revenue Service by calling 1-800-82.9-3676 and
requesting SS-4. .
Please be aware if the limited partnership address changes, it is the
responsihility of the limited partnership to notify this office.
Shou:Ld you have any further questions conoerning this matter, p~eas..
contact this office at theaddress given below,
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Jason Merriok
Document Specialist
Registration/Foreign Qualification
Division of Corpoxations Letter Number: 804~00048610
DiVimOIl of Corporations - P.O. BOX 6327 '.TaJlahaasae, Florida 32314
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Fa.r.AuditNlll1lber: ~04000 1603 '19 3
ERTIFlCATE 0]' LTh!lITrm P ARTNERSIDl'
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OF
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SBEFAORlT.A:,IqlAGON, LTD.,
a Florida ;10 partnership
The undeqigned genernlllartneI, oflliu:ing to fomi a limited pa:rtnersJri;p pw:suant to
Florida Revised U . rID Limited PartD.ersbip Act as set forth in Part r, Chapter 620 of the
Florida Statutes, here ~' sultes the following: !
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1. The of the limited Jla:rtn~bip is SHEFAORlTARRAGON, LTD. (the
.Pllrt1l8tShip "). ' i
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2. The a ss of the office of the P:TrSIDP is 200 East Las Olas Boulevard, Suite
1650 I Fort Lauderdal I Florida 33301. : ' .
3. The aud address of the ag'3l:jt for service of pIocess oo..the Partnership is
A.VENTUlL6,. T GON GP, LLC, 20Q past Las Olas Boulevard, Suite 1660, Fort
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Lauderdale, Honda ~3301. . I
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4, The nam 2lld business address of $ch general partner is as fonows:
i
. AVEN'I1lRAT~GONGP.LLC
Zo() BastLIl8 OlIl8B?u16vard, Suite 166()
Fort Lauderdilei Florida 33301
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5. The::r\ailing address of the P~ershi:p is 200 'East LII5 01a,a Boulevsrd, Suite
1660, FQrtLtmder~, :Florida 33301. I
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6. , The 1 ost date upon wbich the :1rtJ:ler&1llP will dissolve is De--...ember 31, 2104.
The exe tion of this certlficate b;Y ):he unde~sigued General PaItIleI conBtitutes an
af'firmation nmerthiPenalti.eB of:peJjury l11ro: r facts stated herein are tt'Ue. ,
T.bis CerJi:ficate of Limited PartJ/.efsbip has been ex:ecuted by the soie G=ral
Parmer ofSHEflAO ARRAGON, LTD':i 4th day of August, 2004.
GiPARTNER:
AV/3NTURA TAlU<AGON' GP, LLC,
a:"1orida limited liabi1i:\:y l:Qmpl1llY
13'y:\ TARRAGON SOUTH DEVELQPMB:NT
" CORP" cOI]?oratlou., its Manager
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FaxAuditN\lluber: H04000160319 3
, Executive Vice
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Department of State
8/S/2004 S:OS PAGE S/3
RightFAY.
FLORIDA DEPARTMENT OF STATE
Glenda E. Rood
3a<:rciaxy ofStat.
.August 9, 2004
SHEFAOE!T~GON, LLLP
200 EAST LAS.OLAS BLVD., STE. 1660
FORT LAUDERDALE, FL 3330.1.
REa: Document Numbe.r: 11.0400000.1.280
Tha St.tamant of Qualii:ioe.tion i:or SimFA01t!TAlUUlGON, LLLl?, was ':filed on
August 4, 2004-
The oertification you raquested is enolosed. This document was
electronically reoeived and filad under FAX audit numbar B04000161246.
Should you have any <;Illestions regarding this fiB.ng, please contact this
offioe at (850) 245-605.1..
Si.noe:rely,
Marsha Thomas
Document Specialist
Partnershi.p Section
Division of CorporatiDns
Letter Number: 004A00049225
Division of Oorporations - P.O. BOX 6327 -Tallahassee, Florida 32314
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Department oi State 8/8/2004 8:08 PAGE 2/3
Ri-ghtFAl!
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~U{;W}i~~t;~Ii\\lJ~V2~~~.U!!rol~~~~!.1UJ>l~!!,~~~\)l)l!l~~~"'~Q/".I
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~~ I cextify the attached is a true and correct copy of the Statement of ~~~
~~ Qualification of SHEli'AOR(1'ARRAGON, LLLli, filed on August 4, 2004, as shown~~
61BiS by Ue records of this office, ~O~
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5hli! I further certify the documaIlt was electronically received and filed under~&~
~~ FAX audit number B04000161246. ~his certificate is issued in accordance ~U~
iifai with section 15.16, Florida Statutes, and authenticated by tbe code noted :::ll
~ below. [G
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~~;:s 'lhe docullIent number of this entity is A040000012BO. 00
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~~Authentioation Code: 004A00049225-080904-A04000001280-1(1 1r(i~
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iiila{\"'fl{\\i;~a(l,",aB'l$;;m,",;;m\;\1fl1~an",,"iID'5QCI\1j8~~2f~E1(:i\1jGn'\lianm
Given under my hand and the
'Great Seal of the State of Florida,
at ~allahassee, the Capital, this the
Ninth day of August, 2004
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($hmV", IE- iMaO'b-
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111111I1111I1111I11I1111I111111111111111I1111
THIS DOCUMENT W AS PREPARED
BY AND AFfER RECORDING IS TO
BE RETURNED TO:
CFN 200+R07330~6
OR Bk 22595 P9S ,02, - ,027; ('..5)
RECORDED OB/20/200, 1,'51:00
DEED DOC TAX 2.6,000.60
SURTAX 18.,500..5
HARVE'( RUVlIh CLERK OF COURT
MIAMI -DADE COUNT'(, FLORIDA
ARVIN J. JAFFE, P.A.
BROAD AND CASSEL
7777 GLADES ROAD
SUITE 300
BOCA RATON, FLORIDA 33434
S51171(l~
SPECIAL WARRANTY DEED
KNOW ALL MEN BY THESE PRESENTS:
THAT, ADMIRAL'S PORT ASSOCIATES LIMITED PARTNERSHIP, a
Florida limited partnership, whose mailing address is c/o ASB Capital Management, Inc.,
1919 M Street, NW, Suite 310, Washington, D.C. 20036 ("Grantor"), for and in
consideration of the sum ofTen and No/I 00 Dollars ($10.00) and other good and valuable
consideration in hand paid to the undersigned by SHEFAORffARRAGON, LLLP, a
Florida limited liability limited partnership ("Grantee"), whose mailing address is 200 East
Las Olas Boulevard, Suite 1660, Fort Lauderdale, Florida 33301, the receipt and
sufficiency of such consideration being hereby acknowledged, has GRANTED,
BARGAINED, SOLD, AND CONVEYED, and by these presents does hereby GRANT,
BARGAIN, SELL, ALIEN, CONVEY and CONFIRM unto Grantee, its successors and
assigns, lhat certain real property being more particularly described in Schedule 1 attached
hereto and made a part hereof for all purposes (the "Property"), subject, however, to taxes
for 2004 and subsequent years, not yet due and payable, and to easements, covenants,
conditions, and restrictions of record set forth on Schedule 2 attached hereto and made a
part hereof (the "Permitted Encumbrances"); provided, however, that this reference shall
not operate to reimpose any of the same.
TO HAVE AND TO HOLD the Property, together with all and singular the rights,
tenements, hereditaments and appurtenances thereto in any wise belonging, unto Grantee,
its successors and assigns.
Grantor hereby agrees to WARRANT AND FOREVER DEFEND all and singular
the Property unto Grantee, its successors and assigns, against every person whomsoever
lawfully claiming by, through or under Grantor but not otherwise.
-WASHl :4601707.vl
8OC1\REAL~S"'143899,3
3325310004 811112004 6~J6 PM
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Book22595/Page4024
CFN#20040733096
Page 1 of 4
~
EXECUTED this I~ day of August, 2004.
WITNESSES:
SELLER:
ADMIRAL'S PORT ASSOCIATES
LIMITED PARTNERSHIP, a Florida
limited partnership
1aJ-~J .
Prt/?t Name: J""....,.41 A-. a../~.. JY.
Pri~~i'~..,rQ~
By its sole general partner,
ASB Aventura Holding Company, L.L.C., a
Florida limited liability c mpany
'--
By:
Robert B. Bellin r
Manager
District of Columbia)ss:
I, MARl.... v'ltnQ ft./A "F. our.- , the undersigned notary public in and for the
jurisdiction aforesaid, do certify that Robert B. Bellinger, who is named as Manager for
ASB Aventura Holding Company, L.L.C., a Florida limited liability company, which is
the sole member of ADMIRAL'S PORT ASSOCIATES LIMITED PARTNERSHIP, a
Florida limited partnership, the named grantor in the foregoing and attached instrument,
dated as of August~, 2004, personally appeared before me in the District of Columbia,
and, said person being personally well known to me as the person named as Manager in
said instrument and acknowledged said instrument to be the act and deed of ADMIRAL'S
PORT ASSOCIATES LIMITED PARTNERSHIP, a Florida limited partnership, and that
he delivered the same as such before me in the jurisdiction aforesaid.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
-2-
-WASHI:4601707.vl
Book22595/Page4025
CFN#20040733096
Page 2 of 4
Schedule 1
Property
Tract D, ADMIRAL'S PORT SECTION ONE, according to the Plat thereof, as recorded
in Plat Book lB, page 51, in the public records of Miami-Dade County, Florida.
-WASHL4601707vl
Book22595/Page4026 CFN#20040733096
Page 3 of 4
OR BK 22595 PG 4027
LAST PAGE
Schedule 2
Permitted Encumbrances
A. Restrictions, dedications and easements as contained on the plat of Admiral's Port Section One,
recorded in Plat Book 113, Page 51, Public Records of Miami. Dade County, Florida.
B. Terms, conditions and provisions afthat certain Agreement by and between Gerald Enterprises, Inc., ct
ai, and Dade County, Florida, recorded in Official Records Book 6138, Page 52, Public Records of
Miami.Dade County, Florida.
C. Terms, conditions, and provisions of that certain Agreement by and between Saul J. Morgan, et ai, and
Dade County, Florida, recorded in Official Records Book 6325, Page 546, Public Records of Miami.
Dade County, Florida.
D. Tenns, conditions and provisions of Restriction and Covenant recorded in Official Records Book
10549, Page 2467, Public Records of Miami.Dade County, Florida.
E. Tenns, conditions and provisions of Unity of Title recorded in Official Records Book 10548, Page 443,
Public Records of Miami. Dade County, Florids.
F. Easement in favor of Florida Power & Light Company set forth in instrument recorded in Official
Records Book 14376, Page 665, Public Records nfMiami-Dade County, Florida.
G. Terms, conditions, and provisions of Agreement for Construction of Sanitary Sewage Facilities and for
Disposal of Sanitary Sewage, recorded in Official Records Book 14514, Page 3529, Public Records of
Miami-Dade COlUlty, Florida.
H. Easement in favor of Southern Bell Telephone and Telegraph Company set forth in instrument recorded
in Official Records Book 15029, Page 206, Public Records of Miami.Dade County, Florida.
1. Easement in favor of Southern Bell Telephone and Telegraph Company set forth in instrument recorded
in Official Records Book 15029, Page 210, Public Records of Miami. Dade County, Florida.
J. Easement in favor of Southern Bell Telephone and Telegraph Company set forth in instrument recorded
in Official Records Book 15029, Page 214, Public Records of Miami-Dade COlUlty, Florida.
K. Easement in favor of Southern Bell Telephone and Telegraph Company set forth in instrument recorded
in Official Records Book 15029, Page 218, Public Records of Miami. Dade County, Florida.
L. Easement in favor of Miami-Dade County, Florida, set forth in instrument recorded in Official Records
Book 15069, Page 105, Public Records of Miami-Dade County, Florida.
M. Easement in favor of City of North Miami Beach set forth in instrument recorded in Official Records
Book 15386, Page 1135, Public Records of Miami. Dade ColUlty, Florida.
N. Easement in favor of Southern Bell Telephone and Telegraph Company set forth in instrument recorded
in Official Records Book 15029, Page 202, Public Records of Miami-Dade COlUlty, Florida.
-WASHI :4601707.vl
Book22595/Page4027
CFN#20040733096
Page 4 of 4
111111I1111I1111111I1111I1111111 1111/ 1111111I
CFN 2004R0733100
OR Bk 22595 Pss 4035 - 4076; (42.'5)
RECORDED 08/20/2004 14:51:00
MTG DOC TAX 140.000.00
IHTAHG TAX 80,000.00
HARVEY RUVIH. CLERK OF COURT
MIAMI-DADE COUHTY, FLORIDA
Prepared by and after recording return to:
JOHN C. PHELAN
Piper Rudnick LLP
1251 Avenue of the Americas
New York, New York 10020
<6'J~~)6~
Date: August 19,2004
MORTGAGE, ASSIGNMENT OF LEASES
AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING
FROM
SHEFAORfI'ARRAGON, LLLP,
a Florida limited liability limited partnership
Address of Mortgagor:
c/o Tarragon South Development Corp.
200 East Las Olas Boulevard, Suite 1660
Fort Lauderdale, Florida 33301
TO
EUROHYPO AG, NEW YORK BRANCH,
as Administrative Agent for the Lenders (as hereinafter defined)
Address of Mortgagee:
1114 Avenue of the Americas, 29th Floor
New York, New York 10036
Mortgage Amount: $40,000,000.00
Location of Premises:
Lincoln Pointe Apartments,
17900N. E. 31" Court
Aventura, Miami-Dade County, Florida
FLORIDA DOCUMENTARY STAMP TAXES IN THE AMOUNT OF $140.000 AND NON-
RECURRING INTANGIBLE PERSONAL PROPERTY TAXES IN THE AMOUNT OF $80,000 ARE
BEING PAID UPON RECORDATION HEREOF.
~d-
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Book22595/Page4035
CFN#20040733100
Page 1 of 42
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY
AGREEMENT AND FIXTURE FILING
THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,
SECURITY AGREEMENT AND FIXTURE FILING (this "Mortgage") is dated as of
August 19, 2004, and made by SHEFAORffARRAGON LLLP, a Florida limited
liability limited partnership ("Mortgagor") having an office at c/o Tarragon South
Development Corp., 200 East Las Olas Boulevard, Suite 1660, Fort Lauderdale, Florida
33301, Attention: James Cauley, to and in favor of EUROHYPO AG, NEW YORK
BRANCH, as Administrative Agent for the Lenders, as hereinafter defined (together
with its successors in such capacity "Mort~agee"), with an office at 1114 Avenue of the
Americas, 29th Floor, New York, New York 10036.
W!INt:SHIH:
WHEREAS, Mortgagor is the owner of the premises described on Exhibit A
which is annexed hereto and made a part hereof, as of the date of the execution and
delivery of this Mortgage. Mortgagor will borrow up to the Mortgage Amount (as
hereinafter defined) from the Lenders pursuant to the Loan Agreement identified below.
Mortgagor has executed and delivered its note(s), each dated as of the date hereof, to the
Lenders under the Loan Agreement in the aggregate amount of $40,000,000.00 (the
"MortlZage Amount"), obligating Mortgagor to pay the Indebtedness (as hereinafter
defined) or so much thereof as may be advanced from time to time in accordance with the
Loan Agreement. Said notes, as the same may hereafter be amended, modified,
extended, severed, assigned, renewed, replaced or restated, and including any substitute
or replacement notes executed pursuant to Sections 3.05 and .!.LU. of the Loan
Agreement, are hereinafter referred to individually and collectively as the "Note" and is
and are made a part hereof by this reference.
WHEREAS, this Mortgage is intended to constitute: (i) a mortgage deed under
the law of the State of Florida, (ii) a security agreement, financing statement and fixture
filing under the Code (as hereinafter defined), and (Hi) a notice of assignment of rents or
profits under the law of the State of Florida. This Mortgage, in conjunction with the
Assignment of Leases and Rents dated as of the date hereof and given by Mortgagor in
favor of Mortgagee, is also intended to operate and be construed as an absolute present
assignment of the rents, issues and profits of the Mortgaged Property, the Mortgagor
hereby agreeing that subject to the terms hereof the Mortgagee is entitled to receive the
rents, issues and profits of the Mortgaged Property prior to an Event of Default and
without entering upon or taking possession of the Mortgaged Property.
NOW, THEREFORE, in consideration of the foregoing and for TEN AND
NOll 00 Dollars ($10.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Mortgagor and Mortgagee agree as
follows:
Book22595/Page4036
CFN#20040733100
Page 2 of 42
CERTAIN DEFINITIONS AND RULES OF CONSTRUCTION
Mortgagor and Mortgagee agree that, unless the context otherwise specifies or
requires, the following terms shall have the meanings herein specified.
"Books" -- Means, collectively, the books, records, files (including personnel
files) and any customer, mailing or "other" lists which are maintained solely in
connection with the ownership, operation, marketing or promotion of the Premises (and
not any other property), including all computer data bases containing any such
information, exclusive of any personal income tax records of any Person (exclusive of
privileged or confidential information).
"Code" -- Means the Uniform Commercial Code as adopted and applicable in the
State of Florida.
"EQuioment Leases" -- Means, collectively, any leases of equipment, furnishings
or other personal property located in the Premises and used in connection with the
operation of the Premises together with any rights to the property covered thereby.
"Fixtures" -- Means, collectively, all fixtures attached to and forming a part of the
Premises, including, but not limited to, all heating, lighting, plumbing, drainage,
electrical, air conditioning, and other mechanical fixtures and equipment and systems; all
elevators, escalators, and related motors and boiler pressure systems and equipment; all
ventilating equipment and all incinerating and disposal equipment.
"Hazardous Materials" -- Means any pollutant, effluents, emissions,
contaminants, toxic or hazardous wastes, existing and future asbestos-containing
materials, including, without limitation, asbestos fibers and friable asbestos,
polychlorinated biphenyls and any petroleum or hydrocarbon based products or
derivatives and any other hazardous or toxic materials, wastes and substances which are
defined, determined or identified as such in any Laws (as defined in the Loan
Agreement), as any of those terms are defined from time to time in or for the purposes of
any relevant Environmental Law, rule, regulation, code, permit, order, notice, demand
letter, or other binding determination having force oflaw.
"Imorovements" -- Means all of the Mortgagor's right, title and interest in and to
all structures or improvements, and replacements thereof, to be erected or now or
hereafter forming a part of the Premises, including all Fixtures of every kind and nature
whatsoever forming part of said structures or buildings now or hereafter affixed to the
Premises, including all improvements, structures and improvements of every kind and
description now or hereafter erected or placed thereon and the parking areas; to the extent
that all of the foregoing is owned by Mortgagor, whether now or hereafter placed thereon,
being hereby declared to be real property and are a part of the "Improvements".
-NEWYI :3844816.v9
2
Book22595/Page4037
CFN#20040733100
Page 3 of 42
"Intangibles" -- Means all goodwill of the Premises and any tradenames,
tmdemarks, service marks and logos used in connection with the operation of the
Premises which are now or hereafter owned by the Mortgagor.
"Indebtedness" -- Means the principal, interest, fees, late charges and any other
sums payable on, or by reason of the provisions of, the Loan Documents, or payable
under or by reason of any extension, renewal or modification of the Note; any increase or
addition thereto; and all other amounts constituting Obligations as defined in the Loan
Agreement.
"Lease" or "Leases" -- Means any lease or leases of all or any portion of the
Premises made by Mortgagor as landlord.
"Lenders" -- Means, collectively, each of the lending institutions which become
"Lenders" pursuant to the Loan Agreement, together with their successors and pennitted
assigns in accordance with the tenns of the Loan Agreement.
"Loan" -- Means the aggregate of Advances made by the Lenders to Mortgagor
pursuant to the Loan Agreement and secured hereby.
"Loan Agreement" -- Means that certain Loan Agreement, dated of even date
herewith, among Mortgagor, as borrower, the Lenders, as lender and Mortgagee, as
administrative agent, as the same may hereafter be amended, modified or supplemented
from time to time.
"Miscellaneous Assets" -- Means any reserves, bank accounts, accounts
receivable, computer systems and programs, operating systems, technical infonnation,
claims of any type (including insurance claims), refunds, rebates, utility and other
deposits, to the extent such items are owned by Mortgagor and pertaining to Mortgagor's
ownership, use or operation of the Mortgaged Property.
"Mortgaged Prooerty" -- Has the meaning ascribed to such tenn in the Granting
Clauses hereafter.
"Note" -- Has the meaning ascribed to such tenn in the Recitals to this Mortgage.
"Personal Prooertv" -- Means all tangible and intangible personal property of
every kind and description (excluding, however, all furnishings, fixtures, equipment and
personal property owned or leased by lessees of the Premises), which is owned by
Mortgagor and now or at any time hereafter attached to, installed or erected on or placed
or situated in or upon, fonning a part of, appurtenant to, used or useful in the construction
or operation of or in connection with, or arising from the use or operation of or in
connection with, or arising from the use or enjoyment of all or any portion of, or from
any Lease or agreement pertaining to, the Premises, and whether located on or off the
Premises, including, without limitation: (i) all water rights appurtenant to the Premises
together with all pumping plants, pipes, flumes and ditches, all rights to the use of water
as well as all rights in ditches for irrigation of the Premises, all water stock relating to the
Premises, shares of stock or other evidence of ownership of any part of the Premises that
-NEWY 1 :3844816.v9
3
Book22595/Page4038
CFN#20040733100
Page 4 of 42
is owned by Mortgagor in common with others, and all documents of membership in any
owners' or members' association or similar group having responsibility for managing or
operating any part of the Premises; (ii) all plans and specifications prepared for
Construction Work and all studies, data and drawings related thereto; and also all
contracts and agreements of Mortgagor relating to the aforesaid plans and specifications
or to the aforesaid studies, data and drawings, or to the Construction Work; (iii) tangible
personal property of any kind attached to or located upon and used in connection with the
ownership, maintenance, use or operation of the Premises as of the date hereof. including,
but not limited to, all furniture, fixtures, construction materials, equipment, signs; all
copy machines, computers, software, facsimile machines and other office equipment; all
shelving and partitions; all vans, automobiles and other motor vehicles; all carpets,
drapes, beds, furniture, furnishings, televisions, telephones and similar property; all
stoves, ovens, freezers, refrigerators, dishwashers, disposals, kitchen equipment and
utensils, tables, chairs, plates and other dishes, glasses, silverware, serving pieces and
other restaurant and bar equipment, apparatuses and utensils; all audiovisual equipment,
banquet equipment and laundry equipment; all artwork and decorations; the foregoing
being exclusive of (a) any personal property leased under the Equipment Leases, and (b)
items belonging to tenants under Leases, if any; (iv) all merchandise, supplies, inventory
and other items used for the operation and maintenance of recreational areas located
within or relating to the Premises, including, without limitation, office supplies and
stationery, advertising and promotional materials, cleaning and maintenance supplies,
paper goods, all machinery, fixtures, furniture and furnishings, decorations and art work,
equipment, supplies, restaurant equipment and supplies; (v) all goods, accounts, general
intangibles, documents, instruments and chattel paper, and all other personal property of
every kind and description, in each case located on or related to the Premises; (vi) all
substitutions and replacements of, and accessions and additions to, any of the foregoing;
(vii) all sales contracts and agreements, all deposits received from purchasers under sales
contracts and agreements (to the extent permitted by law), deposit receipts, escrow
agreements and other ancillary documents and agreements entered into with respect to the
sale to any purchasers of any part of the Premises and/or any Unsold Residential Unit,
together with all deposits and other proceeds of the sale thereof (in the case of clauses
(v), (vi) and (vii), as may all subject to the terms of the Loan Documents); (viii) any other
Mortgaged Property which may be construed to be personal property; and (ix) all
proceeds of any of the foregoing, including, without limitation, proceeds of any voluntary
or involuntary disposition or claim respecting any part thereof (pursuant to judgment,
condemnation award or otherwise) and all goods, documents, general intangibles, chattel
paper and accounts, wherever located, acquired with cash proceeds of any of the
foregoing or proceeds thereof.
"Premises" -- Means the premises described in EXHIBIT A, including all of the
present and future easements, rights-of-way, rights, privileges and appurtenances
(including air, development or utility rights) thereunto belonging or in anywise
appertaining, and all of the estate, right, title, interest, claim or demand whatsoever of
Mortgagor therein and in the streets and ways adjacent thereto either in law or in equity,
in possession or expectancy, now or hereafter acquired, and as used herein shall, unless
the context otherwise requires, be deemed to include the Improvements.
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"Recorder's Office" -- Means the Office of the Clerk of Court for Miami-Dade
County, Florida.
"Rents" -- Has the meaning ascribed to such tenn in the Granting Clauses.
"Service Contracts" -- Means the service, maintenance and other agreements in
connection with the operation and maintenance of the Premises.
"Utilities" -- Means all rights to water service, sanitary and stonn sewer service,
electrical service, gas service, telephone service and any other utilities benefiting the
Premises and all deposits made with or other security given to utility companies by
Mortgagor with respect to the Premises and/or Improvements, and all advance payments
made by Mortgagor with respect thereto and all claims or demands relating to such
deposits and/or other security.
"Warranties" -- Means all warranties, guaranties and indemnities with respect to
the Premises that are for the benefit of the Mortgagor.
All tenns of this Mortgage which are not defined above shall have the meaning
set forth elsewhere in this Mortgage. Capitalized tenns not otherwise defmed herein shall
have the respective meanings ascribed thereto in the Loan Agreement.
Except as expressly indicated otherwise, when used in this Mortgage (i) "or" is
not exclusive, (ii) "hereunder", "herein", "hereof' and the like refer to this Mortgage as a
whole, (iii) "Article", "Section" and "Schedule" refer to Articles, Sections and Schedules
of this Mortgage, (iv) terms defined in the singular have a correlative meaning when used
in the plural and vice versa, (v) a reference to a law or statute includes any amendment or
modification to, or replacement of, such law or statute and (vi) a reference to an
agreement, instrument or document means such agreement, instrument or document as
the same may be amended, modified or supplemented from time to time in accordance
with its tenns and as pennitted by the Loan Agreement and other documents executed or
delivered to Mortgagee or the Lenders in connection with the Loan. The cover page and
all Schedules hereto are incorporated herein and made a part hereof. Any table of
contents and the headings and captions herein are for convenience only and shall not
affect the interpretation or construction hereof.
GRANTING CLAUSES
Mortgagor, in consideration of the premises and in order to secure the payment
and perfonnance of the Obligations (including the payment of any sums advanced by
Mortgagee or the Lenders to complete the Improvements to the extent the aggregate of
such sums and any other sums expended pursuant hereto exceed the sum of the Mortgage
Amount), hereby gives, grants, bargains, warrants, remises, releases, conveys, assigns,
transfers, mortgages, hypothecates, deposits, pledges, sets over and confinns unto
Mortgagee WITH MORTGAGE COVENANTS (and grants to Mortgagee, as secured
party, a security interest in) any and all of Mortgagor's estate, right, title and interest in,
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to and under any and all of the following described property (the "Morllraged Prooertv")
whether now owned, held or existing or hereafter acquired:
(i) the Premises;
(ii) the Improvements;
(iii) the Personal Property;
(iv) the Premises Documents;
(v) Books;
(vi) Equipment Leases;
(vii) Fixtures;
(viii) Intangibles;
(ix) Miscellaneous Assets
(x) Service Contracts;
(xi) Utilities;
(xii) Parking Rights;
(xiii) Warranties;
(xiv) all rents, royalties, issues, profits, revenue, income, recoveries,
reimbursements and other benefits of the Mortgaged Property (hereinafter, the
"Rents") and all Leases of the Mortgaged Property or portions thereof now or
hereafter entered into by Mortgagor, and to the extent any portion of the Premises
and/or Improvements are leased, all right, title and interest of Mortgagor
thereunder), including, without limitation, cash or securities deposited thereunder
to secure performance by the lessees of their obligations thereunder, whether such
cash or securities are to be held until the expiration of the teoos of such Leases or
applied to one or more of the installments of rent coming due immediately prior to
the expiration of such teoos, and including any guaranties of such Leases and any
lease cancellation, surrender or termination fees in respect thereof, together with
any and all tenant and/or furniture, fixture and equipment property insurance
proceeds, to the extent available under such leases, all subject, however, to the
provisions of Section 3.01;
(xv) all deposits made with or other security given to utility companies
by Mortgagor with respect to the Premises and/or Improvements, and all advance
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payments of insurance premiums made by Mortgagor with respect thereto and all
claims or demands relating to such deposits, other security and such insurance;
(xvi) all damages, royalties and revenue of every kind, nature and
description whatsoever that Mortgagor may be entitled to receive, either before or
after any default hereunder, from any person or entity owning or having or
hereafter acquiring a right to the oil, gas or mineral rights and reservations of the
Premises, with the right in Mortgagee to receive and receipt therefor and apply the
same to amounts secured hereby, and Mortgagee may demand, sue for and
recover any such payments but shall not be required to do so;
(xvii) all development work product prepared in connection with the
Premises, including, without limitation, all surveys, engineering, drainage, traffic
and soil tests; all water, sewer, gas, electrical and telephone approvals and taps;
all drawings, plans and specifications; and all subdivision, zoning and platting
materials;
(xviii) all of Mortgagor's interest in and to all proceeds and claims arising
on account of any damage to or taking of the Premises or the Improvements or
any part thereof, and all causes of action and recoveries for any loss or diminution
in the value of the Premises or the Improvements (in connection with such
damage) or taking, subject, however, to the right of Mortgagor to such proceeds
and claims as provided for in this Mortgage;
(xix) all contracts or agreements (including, without limitation, contracts
with architects or engineers, construction contracts and contracts for the
management, maintenance, leasing or sale of the Premises or Improvements or
portions thereot), contract rights, logos, trademarks, tradenames, copyrights and
other general intangibles used or useful in connection with the ownership,
construction, use, operation or occupancy of the Premises or any part thereof;
(xx) to the extent permitted by law, all licenses (including, but not
limited to, any operating licenses or similar licenses), permits, governmental
approvals, authorities, certificates of occupancy or other certificates required or
used in connection with the ownership, operation, or maintenance of the
Improvements, all governmental permits relating to construction, all names under
or by which the Premises or the Improvements may at any time be operated or
known, and all rights to carryon business under any such names or any variant
thereof, and similar documents issued by any federal, state, or local government
authority in the name of Mortgagor, any and all reciprocal easement agreements
or declarations of covenants, conditions and restrictions which may benefit or
burden the Mortgaged Property;
(xxi) all bank accounts, and monies therein, of Mortgagor relating to the
Premises, including, without limitation, any accounts relating to real estate taxes,
(subject to any rights therein specifically reserved to Mortgagor pursuant to the
terms of the Loan Documents);
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(xxii) all escrow and other accounts held or established by M<lrtgagee
(whether on Mortgagee's books or in any bank or financial institution) pursuant to
any Loan Document (subject to any rights of Mortgagor prior to an Event of
Default specifically provided for in any Loan Document);
(xxiii) any and all contracts of sale with respect to Residential Units by
and between Debtor and purchasers of Residential Units, whether now existing or
hereafter arising; and any and all down payments, earnest money deposits and/or
release price payments provided by such purchasers under such contracts and
placed in escrow, pursuant to an escrow agreement between Mortgagor and said
escrow agent, together with all of Mortgagor's right, title and interest in, to and
under such escrow agreement, subject however to the right of Mortgagor to
receive and use the same in accordance with the terms of the this Mortgage and
any of the Loan Documents;
(xxiv) any and all contracts and agreements with architects,
subcontractors, engineers, management agents, leasing agents, sales agents,
service and maintenance agents, contractors and other third parties, including,
without limitation, the Management Agreement, dated the date hereof, by and
between Mortgagor and Tarragon Management, Inc., whether now existing or
hereafter arising, relating to the management, operation, construction, leasing,
sale, maintenance and repair of the Collateral;
(xxv) any and all insurance proceeds Mortgagor may be entitled to
under those insurance policies required hereunder and under the Loan Agreement,
including proceeds from property coverage relating to rents and tenants and
furniture, fixtures and equipment, subject however to those rights of Mortgagor to
receive and use the same as specifically provided for in this Mortgage and any of
the Loan Documents;
(xxvi) all proceeds of the conversion, voluntary or involuntary, of any of
the foregoing into cash or liquidated claims, including, without limitation,
Mortgagor's interest in and to proceeds of insurance and condemnation awards
and all rights of Mortgagor to refunds of real estate taxes and assessments,
subject, however, to those rights of Mortgagor to receive and use the same as
specifically provided for in this Mortgage and any of the Loan Documents; and
(xxvii) all other security and collateral of any nature whatsoever, now or
hereafter given by Mortgagor, to secure the payment and performance of the
lode btedness.
TO HAVE AND TO HOLD unto Mortgagee, its successors and assigns forever.
ARTICLE I
COVENANTS OF MORTGAGOR
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Mortgagor covenants and agrees as follows:
Section 1.0 I Warrantv of Title: Power and Authoritv. Mortgagor covenants
and warrants that it has a good and marketable title to an indefeasible fee estate in the
Premises subject to no lien, charge or encumbrance except such as are listed as
exceptions to title in the title policy insuring this Mortgage or which are Permitted Liens
under the Loan Agreement; that it owns or leases the Personal Property, all Leases and
the Rents, in respect of the Mortgaged Property (if any) and all other personal property
encumbered hereby free and clear of liens and claims (except for the Permitted Liens);
and that this Mortgage is and will remain a valid and enforceable first priority lien on the
Mortgaged Property subject only to the exceptions referred to above. Mortgagor has full
power and lawful authority to mortgage the Mortgaged Property in the manner and form
herein done or intended hereafter to be done. Mortgagor will preserve such title and will
forever warrant and defend the same to Mortgagee and will forever warrant and defend
the validity and priority of this Mortgage against the claims of all persons and parties
whomsoever.
Section 1.02 Flood Hazard Area. Mortgagor represents that neither the
Premises nor any part thereof is located in an area identified by the Secretary of the
United States Department of Housing and Urban Development or by any applicable
federal agency as having special flood hazards or, if it is, Mortgagor has obtained the
insurance required by Section 1.09.
Section 1.03 Filin\! and Recording.
(a) Filing and Recording of Documents. Mortgagor forthwith upon the
execution and delivery hereof, and thereafter from time to time, will cause this Mortgage
and any security instrument creating a lien or evidencing the lien hereof upon the
Personal Property and each instrument of further assurance to be filed, registered and/or
recorded in the land and chattel records of the State of Florida and in such other manner
and in such places as may be required by any present or future law in order to publish
notice of and fully to protect the lien hereof upon, and the interests of Mortgagee and the
Lenders in, the Mortgaged Property.
(b) Filin!! and Recordin\! Fees and Other Char!!es. Mortgagor will pay all
filing, registration or recording fees, and all actually incurred reasonable third-party
expenses incident to the execution and acknowledgment hereof, any mortgage
supplemental hereto, any security instrument with respect to the Personal Property, and
any instrument of further assurance, and any expenses (including reasonable attorneys'
fees and disbursements) actually incurred by Mortgagee in connection with the Loan and
other obligations secured hereby, and will pay all federal, state, county and municipal
stamp taxes and other taxes (as specifically provided for in the Loan Agreement and
subject to the terms of Section 1.07(c) hereof), duties, imposts, assessments and charges
arising out of or in connection with the execution and delivery of the Note, this
Mortgage, any mortgage supplemental hereto, any security instrument with respect to the
Personal Property or any instrument of further assurance.
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Section \.04 Pavrnent and Performance. Mortgagor will punctuany pay the
principal and interest and all other sums to become due in respect hereof and of the Note
and the Loan Agreement at the time and place and in the manner specified therein, all in
currency of the United States of America which at that time of such payment shan be
legal tender for the payment of public and private debts. Mortgagor will duly and timely
comply with and perform all of the terms, provisions, covenants and agreements
contained in said documents and in all other documents or instruments executed or
delivered by Mortgagor to Mortgagee, Administrative Agent or the Lenders in connection
with the Loan or other obligations secured hereby.
Section \.05 Maintenance of Existence: ComDJiance with Laws. Mortgagor
will, so long as it is owner of all or part of the Mortgaged Property, do all things
necessary to preserve and keep in full force and effect its existence, franchises, rights and
privileges as a business or stock corporation, partnership, limited liability company, trust
or other entity under the laws of the state of its formation. Mortgagor will duly and
timely comply with all laws, regulations, rules, statutes, orders and decrees of any
governmental authority or court applicable to it or to the Mortgaged Property or any part
thereof, except to the extent that failure to comply would not be expected to have a
material adverse effect with respect to Mortgagor or the Mortgaged Property.
Section 1.06 After-ACQuired ProDertV. All right, title and interest of Mortgagor
in and to all extensions, improvements, betterments, renewals, substitutes and
replacements of, and all additions and appurtenances to, the Mortgaged Property,
hereafter acquired by, or released to, Mortgagor or constructed, assembled or placed by
Mortgagor on the Premises, and all conversions of the security constituted thereby,
immediately upon such acquisition, release, construction, assembling, placement or
conversion, as the case may be, and in each such case, without any further mortgage,
conveyance, assignment or other act by Mortgagor, shall become subject to the lien
hereof as fully and completely, and with the same effect, as though now owned by
Mortgagor and specifically described in the Granting Clause hereof, but at any and an
times Mortgagor will execute and deliver to Mortgagee any and all such further
assurances, mortgages, conveyances or assignments thereof as Mortgagee may
reasonably require for the purpose of expressly and specifically subjecting the same to
the lien and effect hereof.
Section \.07 Taxes: Liens: Contest Rilzhts.
(a) Pavrnent of Taxes and Other Chatl/es. Mortgagor, from time to time when
the same shall become due and payable prior to delinquency, will pay and discharge an
taxes of every kind and nature (including real and personal property taxes and income,
franchise, withholding, profits and gross receipts taxes, but not including Excluded
Taxes, as defined in the Loan Agreement), all general and special assessments, levies,
permits, inspection and license fees, all water and sewer rents and charges, all charges for
utilities and all other public charges whether of a like or different nature, imposed upon
or assessed against it or the Mortgaged Property or any part thereof or upon the revenues,
rents, issues, income and profits of the Mortgaged Property or arising in respect of the
construction, occupancy, use or possession thereof. Mortgagor win, upon Mortgagee's
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request. deliver to Mortgagee receipts evidencing the payment of all such taxes,
assessments, levies, fees, rents and other public or private charges imposed upon or
assessed against it or the Mortgaged Property or any portion thereof.
Following an Event of Default, Mortgagee may, at its option, to be exercised by
notice to Mortgagor, require the deposit by Mortgagor, at the time of each payment of an
installment of interest or principal under the Note (but no less often than monthly), of an
additional amount sufficient to discharge the obligations under this clause (a) when they
become due. The determination of the amount so payable and of the fractional part
thereof to be deposited with Mortgagee, so that the aggregate of such deposits shall be
reasonably sufficient for this purpose, shall be made by Mortgagee in its sole but
reasonable discretion. Such amounts shall be held by Mortgagee without interest and
applied to the payment of the obligations in respect of which such amounts were
deposited or, at Mortgagee's option, to the payment of said obligations in such order or
priority as Mortgagee shall determine, on or before the respective dates on which the
same or any of them would become delinquent. If one month prior to the due date of any
of the aforementioned obligations the amounts then on deposit therefor shall be
insufficient for the payment of such obligation in full, Mortgagor within ten days after
demand shall deposit the amount of the deficiency with Mortgagee. Nothing herein
contained shall be deemed to affect any right or remedy of Mortgagee under any
provisions hereof or of any statute or rule of law to pay any such amount and to add the
amount so paid, together with interest at the Prime Based Default Rate, to the
Indebtedness hereby secured.
(b) Payment of Mechanics and Materialmen. Mortgagor will pay, from time
to time when the same shall become due, all lawful claims and demands of mechanics,
materialmen, laborers, and others which, if unpaid, might result in, or pennit the creation
of, a lien on the Mortgaged Property or any part thereof, and in general will do or cause
to be done everything necessary so that the lien hereof shall be fully preserved, at the cost
of Mortgagor and without expense to Mortgagee.
(c) Good Faith Contests. Nothing in this Section 1.07 shall require the
payment or discharge of any obligation imposed upon Mortgagor by this Section so long
as Mortgagor shall in good faith and at its own expense contest the same or the validity
thereof by appropriate legal proceedings or by the posting a bond, which in either event
shall operate to prevent the collection thereof or other realization thereon and the sale or
forfeiture of the Mortgaged Property or any part thereof to satisfy the same; orovided,
however, that (i) during such contest Mortgagor shall, at Mortgagee's option, provide
security reasonably satisfactory to Mortgagee, assuring the discharge of Mortgagor's
obligation hereunder and of any additional charge, penalty or expense arising from or
incurred as a result of such contest and (ii) if at any time payment of any obligation
imposed upon Mortgagor by clause (a) above shall become necessary to prevent the
delivery of a tax deed or other instrument conveying the Mortgaged Property or any
portion thereof because of non-payment, then Mortgagor shall pay the same in sufficient
time to prevent the delivery of such tax deed or other instrument.
Section 1.08 Intentionallv Deleted.
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Section 1.09 Insurance.
(a) Mortgagor will at all times provide, maintain and keep in force:
(i) policies insuring the Premises, Improvements and Personal
Property against loss or damage by fire, lightning and other risks embraced by
coverage of the type now known as "All Risk Perils" with extensions of coverage
for floods and windstonn, and acts of terrorism, terrorist activities or similar
activities, and including endorsements providing "Demolition and Increased Cost
of Construction" due to the enforcement for laws and ordinances regulating
reconstruction following a loss, and "Replacement Cost" coverage including a
coinsurance waiver and/or "Agreed Amount" endorsement; amounts of insurance
shall equal 100% of the "Replacement Cost Value" of the improvements;
(ii) "Boiler & Machinery" insurance providing coverage for all
mechanical, electrical, and pressure vessel equipment on a "Comprehensive
Replacement Cost" basis;
(iii) policies insuring business interruption and/or loss of rental income
on an "Actual Loss Sustained" basis in amounts not less than one year's rental
income from the Premises and the Improvements and including (for other than
Residential Units) an extended period of indemnity provision providing rent loss
payments for six months after completion of reconstruction following a loss;
covered perils and endorsements shall include those required by paragraphs (i)
and (ii) and above;
(iv) if all or part of the Premises are located in an area identified by the
Secretary of the United States Department of Housing and Urban Development or
by any applicable federal agency as a flood hazard area, flood insurance in an
amOoot at least equal to the maximum limit of coverage available ooder the
National Flood Insurance Act of 1968, Drovided, however, that Mortgagee
reserves the right to require flood insurance in excess of said limit if such
insurance is commercially available up to the amount provided in clause (i)
above;
(v) a policy or policies of workers' compensation insurance as
required by workers' compensation insurance laws (including employer's liability
insurance, if requested by Mortgagee) covering all employees of Mortgagor;
(vi) Commercial General Liability insurance covering premises and
operations of the insured in amooots of $1,000,000 per occurrence and
$2,000,000 in the annual aggregate per location;
(vii) Commercial Automobile Liability providing Owned (if any), Hired
and Non-Owned Automobiles in amounts not less than $1,000,000 per accident;
(viii) Commercial Umbrella Liability insurance in excess of the
foregoing in amounts not less than $50,000,000 (or $100,000,000 until the
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"Construction Certification Date" (as defined in the Loan Agreement)) per
occurrence and in the annual aggregate per location (if the aggregate is shared
among several locations, the amount of insurance required shall be increased to
$100,000,000 per occurrence and in the annual aggregate);
(xi) an environmental insurance policy in the form delivered to
Administrative Agent in connection with the execution and delivery of the Loan
Agreement or in such form and in such coverage amounts as may be reasonably
acceptable to Administrative Agent;
(xii) such other insurance (including, without limitation, garage
liability, liquor liability, flood and windstorm, and similar coverages that are
purchased by prudent owners of similar business operations in the Miami, Florida
area) ; and in such amounts, as may from time to time be reasonably required by
Mortgagee against the same hazards or other insurable hazards; and
(xiii) such insurance as is required under the Condominium Documents
upon the establishment of a condominium association at the Phase I Component.
Upon the establishment of any condominium association with respect to all or any
part ofthe Improvements, all insurance purchased by said condominium association shall
comply, in all material respects, in form and substance, with the insurance required
herein. In addition, the Condominium Documents shall require that any Residential Unit
owners with a use which poses special hazards shall purchase insurance for such special
hazards associated with the use and occupancy of their condominium units.
(b) All liability insurance policies under this Section 1.09 shall name
Mortgagee as an "Additional Insured", it being agreed that Mortgagee shall not be named
as an additional insured on any worker's compensation insurance policies. All policies of
insurance required under this Section 1.09 shall be issued by companies having either a
(i) Best's ratings of not less than A-IX or (ii) rated AA or better by the Standard and
Poor's Ratings Group, a division of McGraw-Hill, Inc. (or A or better by the Standard
and Poor's Ratings Group, a division of McGraw-Hill, Inc. with respect to terrorism
insurance coverage) and licensed to conduct business in the State of Florida and being
otherwise reasonably acceptable to Mortgagee, shall be subject to the reasonable approval
of Mortgagee as to amount, content, form and expiration date and, except for the liability
policies described above, shall contain a Non-Contributory Standard Mortgagee Clause
and Lender's Loss Payable Endorsement, or their equivalents, in favor of Mortgagee, and
shall provide that the proceeds of property damage and rental income loss insurance shall
be payable to Mortgagee. Mortgagee shall be furnished with an original of each policy
required hereunder (with certified copies of each policy to be delivered by Mortgagor in
the event of a claim or material event in excess of the threshold amount set forth in
Section 1.09(c) below), which policies shall provide that they shall not lapse, nor be
modified or cancelled, without thirty days' written notice to Mortgagee. At least thirty
days prior to expiration of any policy required hereunder, Mortgagor shall furnish to
Mortgagee appropriate proof of issuance of a policy continuing in force the insurance
covered by the policy so expiring. Mortgagor shall furnish to Mortgagee, promptly upon
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request, receipts or other satisfactory evidence of the payment of the premiums on such
insurance policies. In the event that Mortgagor does not deposit with Mortgagee a new
certificate or policy of insurance with evidence of payment of premiums thereon at least
thirty days prior to the expiration of any expiring policy, then Mortgagee may, but shall
not be obligated to, procure such insurance and pay the premiums therefor, and
Mortgagor agrees to repay to Mortgagee the premiums thereon promptly on demand,
together with interest thereon at the Prime Based Default Rate; orovided, however, that
Mortgagee shall use reasonable efforts to give Mortgagee notice and an opportunity to
procure such insurance and pay the premiums thereon prior to Mortgagee doing so, but
Mortgagee's failure to do so shall not affect Mortgagor's obligation to repay the cost of
such premiums to Mortgagee. Mortgagor shall furnish to Mortgagee, promptly upon
request, receipts or other reasonably satisfactory evidence of the payment of the
premiums on such insurance policies.
(c) Mortgagor hereby assigns to Mortgagee all of Mortgagor's interests in and
to all proceeds of any insurance required to be maintained by this Section 1.09 which
Mortgagor may be entitled to receive for loss or damage to the Premises, Improvements
or Personal Property, including loss of rental income. All such insurance proceeds shall
be payable to Mortgagee, and Mortgagor hereby authorizes and directs any affected
insurance company to make payment thereof directly to Mortgagee. Supplementing the
provisions of Section 1.09(0 hereof, to the extent that the reasonably estimated cost to
restore the damage from a casualty is limited to $500,000 or less, Mortgagee will
unconditionally direct all insurance proceeds it receives to Mortgagor for repair, as
appropriate. Mortgagor shall give prompt notice to Mortgagee of any property loss due
to a casualty, whether or not of a kind required to be insured against under the policies to
be provided by Mortgagor hereunder, such notice to generally describe the nature and
cause of such casualty and the extent of the damage or destruction. Mortgagor may
settle, adjust or compromise any claims for loss, damage or destruction, regardless of
whether or not there are insurance proceeds available or whether any such insurance
proceeds are sufficient in amount to fully compensate for such loss or damage, subject to
Mortgagee's prior consent, with such consent not to be unreasonably withheld,
conditioned or delayed. Notwithstanding the foregoing, Mortgagee shall have the right to
join Mortgagor in settling, adjusting or compromising any loss of $500,000 or more.
Mortgagor hereby authorizes the application or release by Mortgagee of any insurance
proceeds under any policy of insurance, subject to the other provisions hereof. The
application or release by Mortgagee of any insurance proceeds shall not cure or waive
any default or notice of default hereunder or invalidate any act done pursuant to such
notice.
(d) In the event of the foreclosure hereof or other transfer of the title to the
Mortgaged Property in extinguishment, in whole or in part, of the Indebtedness secured
hereby, all right, title and interest of Mortgagor in and to any insurance policy, or
premiums or payments in satisfaction of claims or any other rights thereunder then in
force, shall pass to the purchaser or grantee notwithstanding the amount of any bid at
such foreclosure sale. Nothing contained herein shall prevent the accrual of interest as
provided in the Note on any portion of the principal balance due under the Note until
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such time as insurance proceeds are actually received and applied to reduce the principal
balance outstanding.
(e) Mortgagor shall not take out separate insurance concurrent in form or
contributing in the event of loss with that required to be maintained under this Section
1.09 unless Mortgagee is included thereon as a named insured with loss payable to
Mortgagee under standard mortgage endorsements of the character and to the extent
above described. Mortgagor shall promptly notify Mortgagee whenever any such
separate insurance is taken out and shall promptly deliver to Mortgagee the policy or
policies of such insurance.
(t) Except for any insurance proceeds which pursuant to the terms of the
Condominium Documents or Section 1.09( c) hereof are to be otherwise applied, held or
payable, any and all monies ("oroceeds") received as payment which Mortgagor may be
entitled to receive for loss or damage to the Premises, Improvements or Personal Property
under any insurance main!llined pursuant to this Section 1.09 (other than proceeds under
the policies required by clause (a)(iii) above) shall be paid over to Mortgagee and, at
Mortgagee's option, either applied to the prepayment of the Note and all interest, and
other sums accrued and unpaid in respect thereof or disbursed from time to time to
Mortgagor in reimbursement of its costs and expenses incurred in the restoration of the
Improvements in the same manner and subject to the same terms and conditions
(including the absence of an Event of Default) as advances of proceeds of the Loan are
made by the Lenders under the Loan Agreement, in either case, less Mortgagee's
reasonable expenses for collecting and, if applicable, disbursing the insurance proceeds,
or otherwise incurred in connection therewith. Notwithstanding the provisions of the
immediately preceding sentence, provided no Event of Default exists hereunder,
Mortgagee agrees to apply any such proceeds received by it to the reimbursement of
Mortgagor's costs of restoring the Improvements. Advances of insurance proceeds shall
be made to Mortgagor from time to time in the same manner and subject to the same
terms and conditions (including the absence of a continuing Event of Default) as
advances customarily required by lenders for advancing construction loans; amounts not
required for such purposes shall be applied, at Mortgagee's option, to the prepayment of
the Note and to interest and other sums accrued and unpaid thereon in such order and
proportions as Mortgagee may elect. In no event shall Mortgagee be required to advance
such proceeds to Mortgagor for restoration unless Mortgagee shall have reasonably
determined that the restoration of the Improvements can be completed by the then
Maturity Date of the Note at a cost which does not exceed the amount of available
insurance proceeds or, in the event that . such proceeds are reasonably determined by
Mortgagee to be inadequate, Mortgagee shall have received from Mortgagor a cash
deposit equal to the excess of said estimated cost of restoration over the amount of said
available proceeds. If Mortgagor makes a cash deposit as required by the immediately
preceding sentence and thereafter upon completion of the restoration if Mortgagee is still
holding any remaining funds from insurance proceeds or Mortgagor cash deposits related
to the restoration, notwithstanding the foregoing provisions of this clause (t), provided no
Event of Default exists and is continuing hereunder, Mortgagee shall return to Mortgagor
an amount equal to the lesser of (x) the amount of such remaining funds or (y) the
amount of such cash deposit made by Mortgagor and any excess not so returned due to
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the existence of an Event of Default to Mortgagor shall reduce the Principal Amount. If
the conditions for the advance of insurance proceeds for restoration set forth above are
not satisfied within ninety days of Mortgagee's receipt thereof or if the actual restoration
shall not have been commenced within such period, Mortgagee shall bave the option at
any time thereafter to apply such insurance proceeds to the payment of the Note and to
interest and other sums accrued and unpaid thereon in such order and proportions as
Mortgagee may elect. Upon subordination of this Mortgage, pursuant to Section 12.03 of
tbe Loan Agreement, to the condominium regime to be created by Mortgagor on the
Premises in accordance with Section 6.17 of the Loan Agreement, the terms and
provisions of this Section 1.09 shall be subject to the restoration requirements of the
condominium documents and the terms of the Condominium Act. Mortgagor shall use
reasonable efforts, to the extent within Mortgagor's control, to have Mortgagee appointed
as the trustee or holder under the Condominium Documents of all hazard insurance
proceeds in each instance where such an insurance trustee is required or permitted under
the Condominium Documents.
Section 1.1 0 Protective Advances. If Mortgagor shall fail to perfonn any of the
covenants contained herein or in the Loan Agreement (subject to any notice and grace
periods, if any, provided for in the Loan Agreement), Mortgagee may make advances to
perform the same on its behalf and all sums so advanced shall be a lien upon the
Mortgaged Property and shall be secured hereby. Mortgagor will repay on demand all
sums so advanced on its behalf together with interest thereon at the Prime Based Default
Rate. The provisions of this Section shall not prevent any default in the observance of
any covenant contained herein from constituting an Event of Default.
Section 1.11 Insoection and Estoooel Certificates.
(a) Visitation and Insoection. Mortgagor will pennit Mortgagee, any of the
Lenders, by their agents, representatives and attorneys, upon reasonable advance notice
and during normal business hours, to visit and inspect all or any part of the Mortgaged
Property. Mortgagor will keep, and will cause Guarantor to keep, adequate records and
books of account in accordance with, (i) in the case of Mortgagor, sound accounting
principles consistently applied, and (ii) in the case of Guarantor, GAAP, and will pennit,
and cause Guarantor to permit, Mortgagee, any of the Lenders, by their agents,
accountants and attorneys, to examine its and Guarantor's records and books of account
and make copies thereof or extracts therefrom, and to discuss its or Guarantor's affairs,
finances and accounts with the general partners or officers, as the case may be, of
Mortgagor or Guarantor, at such reasonable times as may be requested by Mortgagee or
any of the Lenders. Mortgagor agrees to cooperate with Mortgagee and the Lenders, and
their agents, representatives, attorneys and accountants, to facilitate the visitations,
inspections and examinations provided for in this paragraph (a).
(b) Estoooel Certificates. Mortgagor, within five business days upon request
in person or within five business days upon request by mail, will furnish a statement, duly
acknowledged, of the amount due for principal and/or interest on the Loan and whether
any offsets, counterclaims or defenses exist against the Indebtedness secured hereby.
.NEWY I :J8448Ibv9
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Section 1.12 Maintenance of Premises and ImDrovements. Mortgagor will not
commit any physical waste on the Premises or, except in connection with the
Construction Work and as pennitted by or contemplated under the Loan Agreement make
any change in the use of the Premises which will in any way increase any ordinary fire or
other hazard arising out of the Construction Work or operation. Mortgagor will, at all
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Section 1.13 Condemnation. Mortgagor, immediately upon obtaining
knowledge of the institution or pending institution of any proceedings for the
condemnation of the Premises or any portion thereof, will notify Mortgagee thereof.
Mortgagee may. to the extent oennitted by law. Il8rlicioate in any such oroceedinl!s and
to advance such proceeds to Mortgagor for restoration unless Mortgagee shall have
reasonably determined that the restoration of the Improvements to an economically viable
architectural whole can be completed by the Maturity Date of the Note at a cost which
does not exceed the amount of available condemnation award proceeds or, in the event
that such proceeds are reasonably determined by Mortgagee to be inadequate, Mortgagee
shall have received from Mortgagor a cash deposit (to be held by Mortgagee in an
interest-bearing cash collateral account on terms and conditions reasonably satisfactory to
Mortgagee) equal to the excess of said estimated cost of restoration over the amount of
said available proceeds. If Mortgagor makes a cash deposit as required by the
immediately preceding sentence and thereafter upon completion of the restoration if
Mortgagee is still holding any remaining funds from condemnation awards or Mortgagor
cash deposits related to the restoration, notwithstanding the foregoing provisions of this
Section 1.13, provided no Event of Default exists hereunder, Mortgagee shall return to
Mortgagor an amount equal to the lesser of (x) the amount of such remaining funds or (y)
the amount of such cash deposit made by Mortgagor and any such excess shall reduce the
Principal Amount. If the conditions for the advance of condemnation award proceeds for
restoration set forth above are not satisfied within ninety days of Mortgagee's receipt
thereof or if the actual restoration shall not have been commenced within such period,
Mortgagee shall have the option at any time thereafter to apply such condemnation award
proceeds to the payment of the Note and to interest and other swns accrued and unpaid
thereon (at the rate of interest provided therein regardless of the rate of interest payable
on the award by the condemning authority), all in such order and proportions as
Mortgagee may elect. Mortgagor shall use commercially reasonable efforts and to the
extent it is within Mortgagor's control to have Mortgagee appointed as the trnstee or
holder under the Condominiwn Docwnents of all condemnation awards in each instance
where such a trustee is required or permitted under the Condominium Documents.
Section 1.14 Leases. Except as permitted by the Loan Agreement, Mortgagor
will not (i) execute an assignment of the Rents or any part thereof from the Premises
without Mortgagee's prior consent, (ii) amend or modify any Lease, (iii) accept
prepayments of any installments of rents to become due under such Leases more than one
month in advance, except prepayments in the nature of security for the performance of
the lessees thereunder, or (iv) in any other manner materially and adversely impair the
value of the Mortgaged Property or the security hereof.
(a) Mortgagor will not execute any Lease of all or a substantial portion of the
Premises except for Leases which are in accordance with the Loan Agreement and are for
actual occupancy by the lessee thereunder, and will at all times promptly and faithfully
perform, or cause to be performed, all of the covenants, conditions and agreements
contained in all Leases of the Premises or portions thereof now or hereafter existing, on
the part of the lessor thereunder to be kept and performed and will at all times do all
things in a commercially reasonable manner to compel performance by the lessee under
each Lease of all obligations, covenants and agreements by such lessee to be performed
thereunder. If any of such Leases provide for the giving by the lessee of certificates with
respect to the status of such Leases, Mortgagor shall exercise its right to request s~ch
certificates within five days of any demand therefor by Mortgagee and shall deliver
copies thereof to Mortgagee promptly upon receipt.
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(b) Each Lease of the Premises entered into after the date hereof, or of any
part thereof, shall provide that, in the event of the enforcement by Mortgagee of the
remedies provided for hereby or by law, the lessee thereunder will, upon request of any
person succeeding to the interest of Mortgagor as a result of such enforcement,
automatically become the lessee of said successor in interest, without change in the tenns
or other provisions of such Lease, provided. however, that said successor in interest shall
not be bound by any payment of rent or additional rent for more than one month in
advance, except prepayments in the nature of security for the perfonnance by said lessee
of its obligations under said Lease. Each Lease entered into after the date hereof shall
also provide that the Lease is subordinate to this Mortgage.
(c) Subject to applicable law, Mortgagor shall, promptly upon Mortgagee's
request, deposit all tenant security deposits in respect of the Premises into an account
with Mortgagee or as designated by Mortgagee, which deposits shall be held and
disbursed to tenants as required under the tenns of their respective Leases and in
accordance with applicable laws. Prior to receipt of such notice, Mortgagee agrees that
Mortgagor may maintain such deposits with Wachovia Bank.
Section 1.15 Premises Documents. Mortgagor shall (a) do all things
commercially reasonable to cause the due compliance and faithful perfonnance by the
other parties to the Premises Documents with all obligations and agreements by such
other parties to be complied with and perfonned thereunder, (b) comply with and perfonn
all of its obligations under the Premises Documents and (c) deliver promptly to
Mortgagee copies of any notices which it gives or receives under any of the Premises
Documents.
Section 1.1 6 Utilities. Mortgagor will not, without the prior written consent of
Mortgagee, with such consent not to be unreasonably withheld, conditioned or delayed,
sell or contract to sell, or enter into an option to sell, or exchange, assign, convey, transfer
possession of (including, without limitation, by Lease) or otherwise dispose of all or any
material part of the utilities, utility commitments or other agreements or rights of any
nature relating to the utilities, drainage ditches and/or treatment plants associated with the
Mortgaged Property. Mortgagor further covenants and agrees that it will take any such
action and execute, acknowledge, deliver and record andlor file any and all instruments
as may be commercially reasonable, desirable or proper to keep any existing or future
utility commitments covering the Mortgaged Property in a current and valid condition
and to keep the existing utility capacity for the Mortgaged Property at or above its present
level. As used herein, the tenn "utilities" includes, without limitation, water, gas,
electricity and stonn and sanitary sewer.
Section 1.17 Collateral Security Instruments. If Mortgagee at any time holds
additional security for any of the Indebtedness secured hereby, it may, subject to the
tenns thereof, enforce the tenns thereof or otherwise realize upon the same, at its option
either before or concurrently herewith or after a sale is made hereunder, and may apply
the proceeds upon the Indebtedness secured hereby in such order as Mortgagee may
detennine, without affecting the status of or waiving any right to exhaust all or any other
security, including the security hereunder, and without waiving any breach or default or
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any right or power whether exercised hereunder or contained herein or in any such other
security.
Section l.t8 Suits to Protect Prooertv. Mortgagor will appear in and defend any
lawful action or proceeding purporting to affect the security of this Mortgage, and/or any
additional or other security for the Indebtedness secured hereby, the interest of
Mortgagee or the rights, powers and/or duties of Mortgagee hereunder; and will pay all
reasonable costs and expenses, including the cost of evidence of title and any and all
reasonable legal fees and expenses of Mortgagee, including, without limitation, any and
all such reasonable fees and expenses incurred in connection with litigation, mediation,
arbitration, other alternative dispute processes, administrative proceedings and
bankruptcy proceedings, and any and all appeals from any of the foregoing, in any action
or proceeding in which Mortgagee may appear or be made a party, including, but not
limited to, foreclosure or other proceeding commenced by those claiming a right to any
part of the Mortgaged Property under subordinate liens, in any action to partition or
condemn all or part of the Mortgaged Property, whether or not pursued to final judgment,
and in any exercise of the power of sale contained herein, whether or not the sale is
actually consummated.
Section 1.19 Reliance on Premises to Fulfill Governmental Reauirements. The
Mortgaged Property includes all right, title and interest in any property necessary to meet
any governmental requirements for the operation of the Improvements. Mortgagor shall
not by act or omission permit any building or other improvement located on any property
other than the buildings in which the Mortgaged Property is located to fulfill any
governmental requirement, and Mortgagor hereby collaterally assigns to Mortgagee any
and all rights to consent to all or any portion of or interest in the Premises to be so used.
Any act or omission of Mortgagor which would result in a violation of this Section shall
be void.
Section 1.20 Tradenames. At the request of Mortgagee, Mortgagor shall
execute a certificate in form satisfactory to Mortgagee listing the tradenames under which
Mortgagor is operating or intends to operate the Premises, and representing and
warranting that Mortgagor does business under no other tradenames with respect to the
Premises. Mortgagor shall immediately notify Mortgagee in writing of any change in
said tradenames, and will, upon request of Mortgagee, execute any tradename security
agreements reasonably satisfactory to Mortgagor, additional financing statements and
other certificates revised to reflect the change in tradename.
Section 1.21 Lien Laws. Mortgagor will indemnify and hold Mortgagee and the
Lenders harmless against any loss or liability, cost or expense, including, without
limitation, any judgments, reasonable attorney's fees, costs of appeal bonds and printing
costs, arising out of or relating to any proceeding instituted by any claimant alleging a
violation by Mortgagor of any applicable lien law.
Section 1.22 Prohibited Transfer. Except as provided in the Loan Agreement,
the Mortgagor shall not transfer, or agree to transfer (or suffer or permit the transfer or
agreement to transfer), in any manner, either voluntarily or involuntarily, by operation of
-NEWYI:3844SI6.v9
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law or otherwise, all or any portion of the Mortgaged Property (other than transfers of
interests not constituting a Change of Control as defined in the Loan Agreement), or any
interest or rights therein (including air or development rights).
ARTICLE II
EVENTS OF DEF AUL T AND REMEDIES
Section 2.0 I Events of Default and Certain Remedies. If an Event of Default
shall occur, then and in every such case:
(i) Mortgagee, without notice or demand (unless specifically required
by applicable law), may declare the entire principal of the Note then outstanding
(if not then due and payable), and all accrued and unpaid interest and all other
sums secured hereby, to be due and payable immediately (and upon any such
declaration the principal of the Note and said accrued and unpaid interest and all
other sums secured hereby shall become and be immediately due and payable,
anything in the Note, this Mortgage or any of the other Loan Documents to the
contrary notwithstanding).
(ii) Mortgagee, personally or by its agents or attorneys, or by a
receiver appointed by a court of competent jurisdiction, without notice to or
demand upon Mortgagor (unless specifically required by any applicable law
which is not susceptible of being waived by Mortgagor), without releasing
Mortgagor or any other obligor from any obligation hereunder or under any of
the other Loan Documents and without waiving its right to declare a Default or an
Event of Default as herein provided or impairing any declaration of Default or an
Event of Default or election to cause the Mortgaged Property or any part thereof
to be sold or any sale proceeding predicated thereon, may:
(I) enter into and upon all or any part of the Mortgaged
Property, and each and every part thereof, and is hereby given a right and
irrevocable license to do so, and may exclude Mortgagor, its agents and
servants wholly therefrom; and having and holding the same, may use,
operate, lease, manage and control the Mortgaged Property and conduct
the business thereof, either personally or by its superintendents, managers,
agents, servants, attorneys or receivers; and upon every such entry, at the
expense of the Mortgaged Property, from time to time, either by purchase,
repairs or construction, may protect, maintain and restore the Mortgaged
Property, whereof it shall become possessed as aforesaid; and complete
the Construction Work and, in the course of such completion, make such
changes in the contemplated Improvements as Mortgagee may deem
desirable and may insure the same;
(2) from time to time, at the reasonable expense of the
Mortgagor, make all necessary, proper or reasonable repairs, renewals and
replacements and such useful alterations, additions, betterments and
-NEWY I :3844816.v9
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improvements thereto and thereon as to Mortgagee may seem advisable;
and in every such case Mortgagee shall have the right to manage and
operate the Mortgaged Property and to carry on the business thereof and
exercise all rights and powers of Mortgagor with respect thereto either in
the name of Mortgagor or otherwise as Mortgagee shall deem best;
(3) commence, appear in and/or defend any action or
proceedings purporting to affect the security hereof, and/or any additional
or other security therefor, the interests, rights, powers and/or duties of
Mortgagee hereunder, whether brought by or against Mortgagor, the
Lenders or Mortgagee;
(4) discharge any encumbrance which in the reasonable
judgment of Mortgagee may affect or appear to affect the security of this
Mortgage, the interests of Mortgagee or the Lenders or the rights, powers
and/or duties of Mortgagee and/or the Lenders hereunder, and any sums
expended for such purposes shall become part of the Indebtedness secured
hereby; and/or
(5) collect and receive the Rents and every part thereof, all of
which shall for all purposes constitute property of Mortgagor; and in
furtherance of such right may collect the rents payable under all Leases of
the Premises directly from the lessees thereunder upon notice to each such
lessee that an Event of Default exists hereunder accompanied by a demand
on such lessee for the payment to Mortgagee of all rents due and to
become due under its Lease, and Mortgagor FOR THE BENEFIT OF
MORTGAGEE AND EACH SUCH LESSEE hereby covenants and
agrees that the lessee shall be under no duty to question the accuracy of
Mortgagee's statement of default and shall unequivocally be authorized to
pay said rents to Mortgagee without regard to the truth of Mortgagee's
statement of default and notwithstanding notices from Mortgagor or any
other person or entity disputing the existence of an Event of Default such
that the payment of rent by the lessee to Mortgagee pursuant to such a
demand shall constitute perfonnance in full of the lessee's obligation
under the Lease for the payment of rents by the lessee to Mortgagor; and
after deducting the expenses of conducting the business thereof and of all
maintenance, repairs, renewals, replacements, alterations, additions,
bettennents and improvements and amounts necessary to pay for taxes,
assessments, insurance and prior or other proper charges upon the
Mortgaged Property or any part thereof, as well as the expenses of any
such receivership and the just and reasonable compensation for the
services of Mortgagee and for all receivers, attorneys, counsel, agents,
clerks, servants and other employees by Mortgagee engaged and
employed, Mortgagee, or any such receiver, as the case may be, shall
apply the moneys arising as aforesaid, first, to the payment of the principal
of the Note, the interest thereon when and as the same shall become
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payable and second, to the payment of any other sums required to be paid
by Mortgagor under this Mortgage and other Loan Documents.
The collection and/or receipt of income, rents, issues, profits and/or proceeds
from the Mortgaged Property by Mortgagee, its agent or receiver, after declaration of an
Event of Default and election to cause all or part of the Mortgaged Property to be sold
under and pursuant to the terms of this Mortgage shall not affect or impair such default or
declaration of default or election to cause all or part of the Mortgaged Property to be sold
or any sale proceedings predicated thereon, but such proceedings may be conducted and
sale effected notwithstanding the receipt and/or collection of any such income, rents,
issues, profits and/or proceeds. Any such income, rents, issues. profits and/or proceeds in
the possession of Mortgagee, its agent or receiver, at the time of sale and not theretofore
applied as provided above, shall be applied in the same manner and for the same purposes
as the proceeds of the sale. Mortgagor agrees to pay to Mortgagee, promptly upon
Mortgagee's demand, all expenses, costs and other amounts incurred by Mortgagee in
connection with any appointment of a receiver, with interest thereon at the Prime Based
Default Rate from the date of expenditure.
(iii) Mortgagee, with or without entry, personally or by its agents or
attorneys, insofar as applicable, may:
(1) sell the Mortgaged Property and all estate, right, title and
interest, claim and demand therein, and right of redemption thereof,
pursuant to the procedures and powers authorized under Florida law, the
provisions of which are incorporated herein by reference, or by other
provisions provided by law, at one or more sales, as an entity or in parcels
or parts, and at such time and place, and upon such terms and conditions
and after such notice thereof, as may be required or permitted by law;
and/or
(2) take such steps to protect and enforce its rights whether by
action, suit or proceeding in equity or at law for the specific performance
of any covenant, condition or agreement in the Note, the Loan Agreement,
this Mortgage or in any of the other Loan Documents, or in aid of the
execution of any power herein granted, or for any foreclosure hereunder,
or for the enforcement of any other appropriate legal or equitable remedy
or otherwise as Mortgagee shall elect; and/or
(3) institute proceedings for the complete or partial foreclosure
of this Mortgage.
(iv) Mortgagee may proceed as to the Personal Property in accordance
with Mortgagee's rights and remedies in respect to the Mortgaged Property or sell
the Personal Property separately and without regard to the remainder of the
Mortgaged Property in accordance with Mortgagee's rights and remedies
provided by the Code, as well as such other rights and remedies available at law
or in equity.
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Section 2.02 Adioununent of Sale. Mortgagee may adjourn from time to time
any sale by it to be made hereunder or by virtue hereof by announcement at the time and
place appointed for such sale or such adjourned sale or sales; and, except as otherwise
provided by any applicable provision of law, Mortgagee, without further notice or
publication, may make such sale at the time and place to which the same shall be so
adjourned.
Section 2.03 Other Matters Concerning Sales and Application of Proceeds.
Upon the completion of any sale or sales made by Mortgagee under or by virtue of this
Article II, Mortgagee, or an officer of any court empowered to do so, shall execute and
deliver to the accepted purchaser or purchasers a good and sufficient instrument or
instruments conveying, assigning and transferring all estate, right, title and interest in and
to the property and rights sold, but without any covenant or warranty, express or implied.
The recitals in any such instrument of any matters or facts shall be conclusive proof of
the truthfulness thereof. Mortgagee is hereby appointed the true and lawful attorney
irrevocable of Mortgagor, in its name and stead, to make all necessary conveyances,
assignments, transfers and deliveries of the Mortgaged Property and rights so sold and for
that purpose Mortgagee may execute all necessary instruments of conveyance,
assignment and transfer, and may substitute one or more persons with like power,
Mortgagor hereby ratifying and confirming all that its said attorney or such substitute or
substitutes shall lawfully do by virtue hereof. Nevertheless, Mortgagor, if requested by
Mortgagee, shall ratify and confirm any such sale or sales by executing and delivering to
Mortgagee or to such purchaser or purchasers all such instruments as may be advisable,
in the judgment of Mortgagee, for the purpose, and as may be designated in such request.
Any such sale or sales made under or by virtue of this Article II, whether made under the
power of sale herein granted or under or by virtue of judicial proceedings or of a
judgment or decree of foreclosure and sale, shall operate to divest all the estate, right,
title, interest, claim and demand whatsoever, whether at law or in equity, of Mortgagor in
and to the properties and rights so sold, and shall be a perpetual bar both at law and in
equity against Mortgagor and against any and all persons claiming or who may claim the
same, or any part thereof from, through or under Mortgagor.
(a) In the event of any sale or sales made under or by virtue of this Article II
(whether made under the power of sale herein granted or under or by virtue of judicial
proceedings or of a judgment or decree of foreclosure and sale), the entire principal of,
and interest and other sums on, the Note, if not previously due and payable, and all other
sums required to be paid by Mortgagor pursuant to this Mortgage and the other Loan
Documents may, at Mortgagee's option, be accelerated, whereupon the same shall
immediately, anything in the Note, this Mortgage or any of the other Loan Documents to
the contrary notwithstanding, become due and payable.
(b) The purchase money, proceeds or avails of any sale or sales made under or
by virtue of this Article II, together with any other sums which then may be held by
Mortgagee under this Mortgage, whether under the provisions of this Article II or
otherwise, shall be applied as follows:
_NEWYI:J!\44816.,,<J
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First: To the payment of the costs, fees and expenses of such sale,
including reasonable compensation to Mortgagee, its agents and counsel, and of
any judicial proceedings wherein the same may be made, and of all expenses,
liabilities and advances made or incurred by Mortgagee under this Mortgage, and
also including attorneys' fees, expenses and costs of investigation, all as actually
incurred and including, without limitation, attorneys' fees, costs and expenses of
investigation incurred in appellate proceedings or in any action or participation in,
or in connection with, any case or proceeding under Chapters 7, II or I3 of the
United States Bankruptcy Code or any successor thereto, together with interest at
the Prime Based Default Rate on all advances made by Mortgagee, and of all
taxes, assessments or other charges, except any taxes, assessments or other
charges subject to which the Mortgaged Property shall have been sold.
Second: To the payment of the whole amount then due, owing or unpaid
upon the Note for principal, interest, with interest on the unpaid principal at the
Default Rate or the Prime Based Default Rate, as applicable from and after the
happening of any Event of Default described in clause (a) of Section 2.01 from
the due date of any such payment of principal until the same is paid.
Third: To the payment of any other sums required to be paid by
Mortgagor pursuant to any provision of this Mortgage or of the other Loan
Documents, including all expenses, liabilities and advances made or incurred by
Mortgagee under any thereof or in connection with the enforcement of any
thereof, together with interest at the Prime Based Default Rate on all such
advances from the date of expenditure.
Fourth: To the payment of the surplus, if any, to whomsoever may be
lawfully entitled to receive the same, including Mortgagor.
(c) Upon any sale or sales made under or by virtue of this Article II, whether
made under the power of sale herein granted or under or by virtue of judicial proceedings
or of a judgment or decree of foreclosure and sale, Mortgagee may bid for and acquire
the Mortgaged Property or any part thereof and in lieu of paying cash therefor may make
settlement for the purchase price by crediting upon the Indebtedness secured by this
Mortgage the net sales price after deducting therefrom the expenses of the sale and the
costs of the action and any other sums which Mortgagee is authorized to deduct under
this Mortgage.
Section 2.04 Pavment of Amounts Due.
(a) In case an Event of Default shall have happened and be continuing, then,
upon demand of Mortgagee, Mortgagor will pay to Mortgagee the whole amount which
then shall have become due and payable on the Note, for principal or interest or any
combination thereof, as the case may be, and after the happening of said Event of Default
will also pay to Mortgagee interest at the Default Rate on the then unpaid principal of the
Note, and the sums required to be paid by Mortgagor pursuant to any provision hereo~ or
of the Loan Agreement, and in addition thereto such further amount as shall be suffiCient
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to cover the costs and expenses of collection, including reasonable compensation to
Mortgagee, its agents and counsel and any expenses incurred by Mortgagee hereunder.
In the event Mortgagor shall fail forthwith to pay all such amounts upon such demand,
Mortgagee shall be entitled and empowered to institute such action or proceedings at law
or in equity as may be advised by its counsel for the collection of the sums so due and
unpaid, and may prosecute any such action or proceedings to judgment or final decree,
and may enforce any such judgment or final decree against Mortgagor and collect, out of
the property of Mortgagor wherever situated, as well as out of the Mortgaged Property, in
any manner provided by law, moneys adjudged or decreed to be payable.
(b) Mortgagee shall be entitled to recover judgment as aforesaid either before,
after or during the pendency of any proceedings for the enforcement of the provisions
hereof; and the right of Mortgagee to recover such judgment shall not be affected by any
entry or sale hereunder, or by the exercise of any other right, power or remedy for the
enforcement of the provisions hereof, or the foreclosure of the lien hereof; and in the
event of a sale of the Mortgaged Property, and of the application of the proceeds of sale,
as herein provided, to the payment of the Indebtedness hereby secured, Mortgagee shall
be entitled to enforce payment of, and to receive all amounts then remaining due and
unpaid upon, the Note, and to enforce payment of all other charges, payments and costs
due hereunder, under the Loan Agreement or otherwise in respect of the Loan, and shall
be entitled to recover judgment for any portion of the Indebtedness remaining unpaid,
with interest at the Prime Based Default Rate. In case of proceedings against Mortgagor
in insolvency or bankruptcy or any proceedings for its reorganization or involving the
liquidation of its assets, then Mortgagee shall be entitled to prove the whole amount of
principal, interest and other sums due upon the Note to the ful1 amount thereof, and all
other payments, charges and costs due hereunder, under the Loan Agreement or
otherwise in respect of the Loan, without deducting therefrom any proceeds obtained
from the sale of the whole or any part of the Mortgaged Property, provided. however, that
in no case shall Mortgagee receive a greater amount than such principal, interest and such
other payments, charges and costs from the aggregate amount of the proceeds of the sale
of the Mortgaged Property and the distribution from the estate of Mortgagor.
(c) No recovery of any judgment by Mortgagee and/or the Lenders and no
levy of an execution under any judgment upon the Mortgaged Property or upon any other
property of Mortgagor shall affect, in any manner or to any extent, the lien hereof upon
the Mortgaged Property or any part thereof, or any liens, rights, powers or remedies of
Mortgagee hereunder, but such liens, rights, powers and remedies of Mortgagee shall
continue unimpaired as before.
(d) Any moneys thus collected by Mortgagee under this Section 2.04 shall be
applied by Mortgagee in accordance with the provisions of Section 2.03(b)'
Section 2.05 Actions: Receivers. After the happening of any Event of Default
and immediately upon the commencement of any action, suit or other legal proceedings
by Mortgagee to obtain judgment for the principal of, or interest under the Note and other
sums required to be paid by Mortgagor pursuant to any provision hereof or of the Loan
Agreement, or of any other nature in aid of the enforcement of the Note or hereof or of
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the Loan Agreement, Mortgagor will (a) waive the issuance and service of process and
enter its voluntary appearance in such action, suit or proceeding and (b) if required by
Mortgagee, CONSENT TO THE APPOINTMENT OF A RECEIVER OR RECErvERS
OF ALL OR PART OF THE MORTGAGED PROPERTY AND OF ANY OR ALL OF
THE RENTS IN RESPECT THEREOF. After the happening of any Event of Default
and during its continuance, or upon the commencement of any proceedings to foreclose
this Mortgage or to enforce the specific performance hereof or in aid thereof or upon the
commencement of any other judicial proceeding to enforce any right of Mortgagee,
Mortgagee shall be entitled, as a matter of right, if they shall so elect, without the giving
of notice to any other party (unless such notice is expressly required by law) and without
regard to the adequacy or inadequacy of any security for the Indebtedness secured
hereby, forthwith either before or after declaring the unpaid principal of or other swns
evidenced by the Note to be due and payable, to the appointment of such a receiver or
receivers and such receiver or receivers shall have the powers set forth in Section 2.01.
Such appointment may be made either before or after any foreclosure sale without regard
to the solvency or insolvency of Mortgagor at the time of application for such receiver
and without regard to the then value of the Premises and Mortgagee may be appointed as
such receiver.
Section 2.06 Mortl!al.!ee's Ril.!ht to Possession. Notwithstanding the
appointment of any receiver, liquidator or trustee of Mortgagor, or of any of its property,
or of the Mortgaged Property or any part thereof, Mortgagee shall be entitled to retain
possession and control of all property now or hereafter held hereunder.
Section 2.07 Remedies Cumulative. No remedy herein conferred upon or
reserved to Mortgagee is intended to be exclusive of any other remedy or remedies, and
each and every such remedy shall be cumulative, and shall be in addition to every other
remedy given hereunder or now or hereafter existing at law, in equity or by statute. No
delay or omission of Mortgagee to exercise any right or power accruing upon any Event
of Default shall impair any such right or power, or shall be construed to be a waiver of
any such Event of Default or any acquiescence therein; and every power and remedy
given hereby to Mortgagee may be exercised from time to time as often as may be
deemed expedient by Mortgagee. Nothing herein or in the Note or the Loan Agreement
shall affect the obligation of Mortgagor to pay the principal of, and interest and other
sums on, the Note and the Loan Agreement in the manner and at the time and place
therein respectively expressed.
Section 2.08 Moratorium Laws. Mortgagor will not at any time insist upon, or
plead, or in any manner whatever claim or take any benefit or advantage of any stay or
extension or moratoriwn law, any exemption from execution or sale of the Mortgaged
Property or any part thereof, wherever enacted, now or at any time hereafter in force,
which may affect the covenants and terms of performance hereof, nor claim, take or insist
upon any benefit or advantage of any law now or hereafter in force providing for the
valuation or appraisal of the Mortgaged Property, or any part thereof, prior to any sale or
sales thereof which may be made pursuant to any provision herein, or pursuant to the
decree, judgment or order of any court of competent jurisdiction; nor, after any such sale
or sales. claim or exercise any right under any statute heretofore or hereafter enacted to
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redeem the property so sold or any part thereof and Mortgagor hereby expressly waives
all benefit or advantage of any such law or laws, and covenants not to hinder, delay or
impede the execution of any power herein granted or delegated to Mortgagee, but to
suffer and permit the execution of every power as though no such law or laws had been
made or enacted. Mortgagor, for itself and all who may claim under it, waives, to the
extent that it lawfully may, all right to have the Mortgaged Property marshaled upon any
foreclosure hereof.
Section 2.09 Mortl!al!or's Use and OccuDancv after Default. During the
continuance of any Event of Default and pending the exercise by Mortgagee of its right to
exclude Mortgagor from all or any part of the Premises, Mortgagor agrees to pay the fair
and reasonable rental value for the use and occupancy of the Premises or any portion
thereof which are occupied by Mortgagor or any of its affiliates for such period and, upon
default of any such payment, will vacate and surrender possession of the Premises to
Mortgagee, orto a receiver, if any, and in default thereof may be evicted by any summary
action or proceeding for the recovery of possession of premises for non-payment ohent,
however designated.
Section 2.1 0 Rel!ardinl! Defenses. No action for the enforcement of this
Mortgage or any provision hereof shall be subject to any defense which would not be
good and available to the party interposing the same in an action at law upon the Note.
Section 2.11 Expenses and Indebtedness. In any suit to foreclose this Mortgage
(including any partial foreclosure) or to enforce any other remedy of Mortgagee or the
Lenders under this Mortgage or the Note or other Loan Docwnents or otherwise in
respect of the Loan, there shall be allowed and included as additional indebtedness in the
decree for sale or other judgment or decree all expenditures and expenses which may be
paid or incurred by or on behalf of Mortgagee or the Lenders for any and all reasonable
legal fees and expenses of Mortgagee, including, without limitation, any and all such
reasonable fees and expenses incurred in cOlUlection with litigation, mediation,
arbitration, other alternative dispute processes, administrative proceedings and
bankruptcy proceedings, and any and all appeals from any of the foregoing, appraiser's
fees, outlays for docwnentary and expert evidence, stenographer's charges, publication
costs, and costs (which may be estimated as to items to be expended after entry of the
decree) of procuring all such abstracts of title, title searches and examinations, title
insurance policies, and similar data and assurances with respect to title and value as
Mortgagee may deem reasonably necessary either to prosecute such suit or to evidence to
bidders at any sale which may be had pursuant to such decree the true condition of the
title to or the value of the Premises.
Section 2.12 Mortl!al!ee's Ril!hts Concerninl! AODlication of Amounts
Collected. Notwithstanding anything to the contrary contained herein or in the other
Loan Documents, upon the occurrence of an Event of Default, Mortgagee may apply, to
the extent permitted by law, any amount collected hereunder to principal, interest or any
other sum due under the Note or the Loan Agreement or otherwise in respect of the Loan
in such order and amounts, and to such obligations, as Mortgagee shall elect in its sole
and absolute discretion.
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ARTICLE III
MISCELLANEOUS
Section 3.01 Assil!nrnent of Rents. This Mortgage constitutes a present,
absolute, unconditional and irrevocable assignment of all of the Rents now or hereafter
accruing, and Mortgagor, without limiting the generality of the Granting Clause hereof,
specifically does hereby absolutely, unconditionally and irrevocably assign, transfer and
set over all of the Rents now or hereafter accruing to Mortgagee, and hereby gives to and
confers upon Mortgagee the right, power and authority to collect such Rents. Mortgagor
irrevocably appoints Mortgagee its true and lawful attorney at the option of Mortgagee at
any time to demand, receive and enforce payment, to give receipts, releases and
satisfactions and to sue, either in the name of Mortgagor or in the name of Mortgagee, for
all such Rents and apply the same to the Indebtedness secured hereby. The aforesaid
assignment shall be effective immediately upon the execution of this Mortgage and is not
conditioned upon the occurrence of any Event of Default hereunder or any other
contingency or event, provided, however, that Mortgagee hereby grants to Mortgagor the
right and license to collect and receive the Rents as they become due, and not more than
one month in advance, so long as no Event of Default exists hereunder. Immediately
upon the occurrence of any such Event of Default, Mortgagee shall have the right and
power (but not the obligation) to terminate, without regard to its security hereunder and
without notice to or demand upon Mortgagor, the foregoing right and license. Nothing
contained in this Section 3.01 or elsewhere in this Mortgage, nor the exercise by
Mortgagee of any of its rights or remedies under this Section or elsewhere in this
Mortgage, shall be construed to make Mortgagee a mortgagee-in-possession, or otherwise
responsible or liable in any manner with respect to the Mortgaged Property or the use,
occupancy, enjoyment or operation of all or any portion thereof, unless and until
Mortgagee actually takes possession of the Mortgaged Property, nor to obligate
Mortgagee to take any action or incur any expense or discharge any duty or liability
under or in respect of any Leases or other agreements relating to the Mortgaged Property
or any part thereof, nor shall appointment of a receiver for the Mortgaged Property or any
part thereof by any court at the request of Mortgagee or by agreement with Mortgagor or
the entering into possession of the Mortgaged Property or any part thereof by such
receiver be deemed to make Mortgagee a mortgagee-in-possession or otherwise
responsible or liable in any manner with respect to the Mortgaged Property or the use,
occupancy, enjoyment or operation of all or any portion thereof.
Section 3.02 Securitv Al!Teement.
(a) To the extent any of the Mortgaged Property is not real property under
applicable law, this Mortgage constitutes a security agreement and/or a fixture filing, as
applicable, with respect to the Personal Property, with Mortgagor as the "debtor" and
Mortgagee as the "secured Dartv", under the Uniform Commercial Code as in effect from
time to time in each applicable jurisdiction. In addition to the rights and remedies
granted to Mortgagee by other applicable law or by this Mortgage, Mortgagee shall have
all of the rights and remedies with respect to the Personal Property as are granted to a
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secured party under the Code. Mortgagor will execute and deliver to Mortgagee, in form
and substance reasonably satisfactory to Mortgagee, all additional security agreements,
financing statements and/or other instruments that may from time to time be reasonably
required by Mortgagee to establish and maintain the validity and priority of the security
interest of Mortgagee, or any modification thereof, and will pay all reasonable costs and
expenses of any searches reasonably required by Mortgagee. Mortgagor hereby
irrevocably constitutes and appoints Mortgagee the attorney-in-fact of Mortgagor, to
execute, deliver and file with the appropriate filing officer or office such security
agreements, financing statements and/or other instruments as Mortgagee may request or
require in order to impose and perfect the lien and security interest hereof more
specifically on the Personal Property or any fixtures. Upon Mortgagee's request,
Mortgagor shall promptly and at its expense assemble the Personal Property and make
the same available to Mortgagee at a convenient place acceptable to Mortgagee.
Mortgagor shall pay to Mortgagee on demand, with interest at the Prime Based Default
Rate from the date of expenditure, any and all reasonable expenses, including reasonable
attorneys' fees, incurred by Mortgagee in protecting its interest in the Personal Property
or any fixtures and in enforcing its rights with respect thereto. Mortgagee may exercise
any or all of the remedies of a secured party available to it under the Uniform
Commercial Code as in effect from time to time in each applicable jurisdiction with
respect to such property, and it is expressly agreed that if upon default after the expiration
of any applicable grace or cure period Mortgagee should proceed to sell or otherwise
dispose of such property in accordance with the provisions of the Uniform Commercial
Code as in effect from time to time in each applicable jurisdiction, then ten days' notice
by Mortgagee to Mortgagor shall be deemed to be reasonable notice under any provision
of any such Code requiring such notice; provided, however, that Mortgagee may at its
option dispose of such property in accordance with Mortgagee's rights and remedies with
respect to the real property pursuant to the provisions of this Mortgage, in lieu of
proceeding under any such Code. The proceeds of any such sale or disposition, or any
part thereof, may be applied by Mortgagee to the payment of the Indebtedness secured
hereby in such order and proportions as Mortgagee in its discretion shall deem
appropriate.
It is understood and agreed that, in the event that (i) Mortgagor intends to
purchase any goods which may become fixtures attached to the Premises or any part
thereof and (ii) such goods will be subject to a purchase money security interest held by a
seller or any other party:
(x) Mortgagor shall, before executing any security agreement or other document
evidencing such security interest, obtain the prior written approval of Mortgagee which
approval shall not be unreasonably withheld or delayed, and all requests for such written
approval shall be in writing and contain the following information:
(i) a description of the fixtures to be replaced, added to, installed or
substituted;
(ii) the address at which the fixtures will be replaced, added to,
installed or substituted; and
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(iii) the name and address of the proposed holder and proposed amount
of the security interest.
(y) Mortgagor's execution of any such security agreement or other
document evidencing such security interests without Mortgagee's prior written
approval shall be a material breach of Mortgagor's covenants and agreements
under this Mortgage, and shall, at the option of Mortgagee, entitle Mortgagee to
all rights and remedies provided for herein upon default. No consent by
Mortgagee pursuant to this subparagraph shall be deemed to constitute an
agreement to subordinate any right of Mortgagee in fixtures or other property
covered by this Mortgage.
(b) If at any time Mortgagor fails after applicable notice and grace periods to
make any payment on an obligation secured by a purchase money security interest in the
Personal Property or any fixtures, Mortgagee, at its option, may at any time pay the
amoWlt secured by such security interest and the amoWlt so paid shall be (i) secured by
this Mortgage and shall be a lien on the Mortgaged Property having the same priorities as
the liens and security interests created by this Mortgage and (ii) payable on demand with
interest at the Prime Based Default Rate from the time of such payment.
(cl Mortgagor shall give advance notice in writing to Mortgagee of any
proposed change in Mortgagor's name, identity or limited partnership structure and will
execute and deliver to Mortgagee, prior to or concurrently with the occurrence of any
such change, all additional financing statements that Mortgagee may require to establish
and maintain the validity and priority of Mortgagee's security interest with respect to any
Mortgaged Property described or referred to herein.
(d) If Mortgagor enters into a separate security agreement with Mortgagee
relating to any of the Personal Property or fixtures, the terms of such security agreement
shall govern the rights and remedies of Mortgagee in the event of default thereWlder.
Any breach of or default WIder any such security agreement shall constitute an Event of
Default under this Mortgage.
e e) If the provisions of any Uniform Commercial Code are applicable to any
part of the Mortgaged Property which is sold in combination with or as a part of the
portion of the Mortgaged Property constituting real property, or any part thereof, at one
or more foreclosure sales, any notice required WIder such provisions shall be fully
satisfied by the notice given in execution of the Statutory Power of Sale with respect to
such portion of the Mortgaged Property constituting real property or any part thereof.
(I) A portion of the Mortgaged Property is or is to become Fixtures. To the
extent permitted by applicable law, Mortgagor agrees that the filing of this Mortgage in
the real estate records of the coWlty in which the Mortgaged Property is located shall also
operate from time of filing as a fixture filing with respect to all goods constituting part of
the Mortgaged Property which are or are to become fixtures related to the real estate
described herein. For such purpose, the following information is set forth:
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(1) Name and Address of Mortgagor:
Shefaor/Tarragon LLLP
clo Tarragon South Development Corp.
200 East Las Olas Boulevard, Suite 1660
Fort Lauderdale, Florida 33301
Attn: James Cauley
with a copy to:
Tarragon South Development Corp.
200 East Las Olas Boulevard, Suite 1660
Fort Lauderdale, Florida 33301
Attn: Marcy Kammerman, Esq.
with a copy to:
Tarragon Corporation
1775 Broadway, 23rd Floor
New York, New York 10019
Attn: Todd Minor
(2) Name and Address of Mortgagee:
Eurohypo AG, New York Branch, as Administrative Agent
for itself and other co-lenders
Head of Portfolio Operations
1114 Avenue of the Americas, 29th Floor
New York, New York 10036
with a copy to:
Eurohypo AG, New York Branch
Head of LegaI Department
1114 Avenue ofthe Americas, 29th Floor
NewYork,NewYork 10036
with a copy to:
Piper Rudnick LLP
1251 Avenue of the Americas, 29th Floor
New York, New York 10020
Atto: John C. Phelan
(3) This document covers goods which are or are to become fixtures.
~
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(4) Mortgagor's tax identification number is 61-1474360.
(5) The record owner is ShefaorlTarragon LLLP.
Section 3.03 Subroeation. As additional security hereunder, Mortgagee shall be
subrogated to the lien, although released of record, of any and all encumbrances paid out
of the proceeds of the Indebtedness secured by this Mortgage.
Section 3.04 Aoolication of Certain Payments. In the event that all or any part
of the Mortgaged Property is encumbered by one or more mortgages held by Mortgagee,
Mortgagor hereby irrevocably authorizes and directs Mortgagee to apply any payment
received by Mortgagee in respect of any obligation secured hereby or by any other such
mortgage to the payment of such of said obligations as Mortgagee shall elect in its sole
and absolute discretion (subject to any contrary provisions in the Loan Agreement or this
Mortgage), and Mortgagee shall have the right to apply any such payment in reduction of
principal and/or interest and in such order and amounts as Mortgagee shall elect in its
sole and absolute discretion without regard to the priority of the mortgage securing the
note so repaid or to contrary directions from Mortgagor or any other party.
Section 3.05 Severability. In the event anyone or more of the provisions
contained herein or in the Note or the Loan Agreement shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof, but this Mortgage shall be
construed as if such invalid, illegal or unenforceable provision had never been contained
herein or therein, orovided, however, that if such provision held to be invalid, illegal or
unenforceable relates to the payment of any sum under the Note or any other material
monetary sum, then Mortgagee may, at its option, declare the Indebtedness and any other
sums secured hereby to be immediately due and payable.
Section 3.06 Modifications and Waivers in WritinlZ. No provision hereof may
be changed, waived, discharged or tenninated orally or by means except as provided in
Section 11.10 of the Loan Agreement. Any agreement hereafter made by Mortgagor and
Mortgagee relating hereto shall be superior to the rights of the holder of any intervening
or subordinate lien or encumbrance.
Section 3.07 Notices. All notices, demands, consents, approvals and statements
required or permitted hereunder shall be in writing and shall be given in the manner
provided for in the Loan Agreement.
Section 3.08 Successors and Assil!lls. All of the grants, covenants, terms,
provisions and conditions herein shall nul with the land and shall apply to, bind and inure
to the benefit of, the successors and assigns of Mortgagor and the endorsees, transferees,
successors and assigns of Mortgagee.
Section 3.09 Limitations on Interest. Regardless of any provision contained
herein or in any of the other Loan Documents, the total liability for payments in the
nature of interest shall not exceed the applicable limits now imposed by any applicable
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state or federal interest rate laws to which Mortgagee and/or the Lenders may be subject.
If any payments in the nature of interest, fees and other charges made hereunder or under
the Note or other Loan Documents are held to be in excess of the applicable limits
imposed by any such applicable state or federal interest rate laws, it is agreed that any
such amount held to be in excess shall be considered payment of principal and other sums
(other than interest) under the Note and the indebtedness evidenced thereby shall be
reduced by such amount in the inverse order of maturity so that the total liability for
payments in the nature of interest, fees and other charges shall not exceed the applicable
limits imposed by any such applicable state or federal interest rate laws in compliance
with the desires of Mortgagor, Mortgagee and the Lenders.
Section 3.1 0 Counteroarts. This Mortgage may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to be an
original; and all such counterparts shall together constitute but one and the same
mortgage.
Section 3.11 The Lenders' Sale ofInterests in Loan. Mortgagor recognizes that,
subject to and in accordance with Section 11.12 of the Loan Agreement, any Lender may
sell and transfer interests in the Loan to one or more participants or assignees and that all
documentation, financial statements, appraisals and other data, or copies thereof, relevant
to Mortgagor, Guarantor or the Loan, may be exhibited to and retained by any such
participant or assignee or prospective participant or assignee. Financial statements, and
any other material data of a confidential nature which is identified to the Lenders as such
in writing at the time of delivery by Mortgagor to the Lenders, which are delivered to
participants or assignees or prospective participants or assignees shall be delivered by the
Lenders on a confidential basis and on the condition that they be used for no other
purpose than in connection with the Loan.
Section 3.12 No Men!er of Interests. Unless expressly provided otherwise, in
the event that ownership hereof and title to the fee and/or leasehold estates in the
Premises encumbered hereby shall become vested in the same person or entity, this
Mortgage shall not merge in said title but shall continue to be and remain a valid and
subsisting lien on said estates in the Premises for the amount secured hereby.
Section 3.13 No Credit For Taxes. Mortgagor shall not claim or demand or be
entitled to receive any credit or credits on the principal Indebtedness to be secured by this
Mortgage, or on the interest payable thereon, for any part of the taxes assessed against the
Premises and no deduction shall be made or claimed from the taxable value of the
Premises by reason of this Mortgage.
Section 3.14 No Consent to Contracts. Neither Mortgagee nor the Lenders
consents to any contract for labor or materials, and all contracts for labor or materials that
will be let by Mortgagor shall at all times be subordinate to this Mortgage.
Section 3.15 Business Loan. Mortgagor represents and agrees that the
obligations secured hereby: (a) constitute a business loan and (b) are exempted
transactions under the federal Truth-in-Lending Act (IS U.S.C. Section 1601, et ~.).
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None of the forgoing is intended, however, to vitiate or in any way detract from the
intention of Mortgagor and Mortgagee to have the laws of the State of New York apply
in all respects to the construction and enforcement of the Note and Loan Agreement, as
said intention is expressly set forth therein.
Section3.l6 CERTAIN WAIVERS. MORTGAGOR HEREBY EXPRESSLY
AND UNCONDITIONALLY KNOWINGLY, VOLUNTARILY AND
lNTENTIONALL Y WAIVES, IN CONNECTION WITH ANY FORECLOSURE OR
SIMILAR ACTION OR PROCEDURE BROUGHT BY MORTGAGEE OR THE
LENDERS ASSERTING AN EVENT OF DEFAULT HEREUNDER, ANY AND
EVERY RIGHT IT MAY HAVE TO (I) INJUNCTIVE RELIEF, (II) A TRIAL BY
WRY, (III) INTERPOSE ANY COUNTERCLAIM THEREIN, OTHER THAN A
COMPULSORY COUNTERCLAIM AND (IV) HAVE THE SAME CONSOLIDATED
WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING
IN THIS SECTION SHALL PREVENT OR PROHIBIT MORTGAGOR FROM
INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST
MORTGAGEE OR ANY LENDER WITH RESPECT TO ANY ASSERTED CLAIM.
Section 3. ] 7 ADDITIONAL ACKNOWLEDGEMENTS AND WAIVERS. BY
EXECUTION OF THIS MORTGAGE, MORTGAGOR EXPRESSLY AND
UNCONDlTIONALL Y: (A) ACKNOWLEDGES THE RIGHT OF MORTGAGEE TO
ACCELERATE THE INDEBTEDNESS EVIDENCED BY TIlE NOTE AND ANY
OTHER INDEBTEDNESS IN ACCORDANCE WITH THE LOAN DOCUMENTS
AND TIlE POWER GIVEN HEREIN TO MORTGAGEE, TO THE EXTENT
PERMITTED BY LAW, TO SELL THE MORTGAGED PROPERTY BY
NONJUDICIAL FORECLOSURE UPON DEFAULT BY MORTGAGOR WITHOUT
ANY JUDICIAL HEARING AND WITHOUT ANY NOTICE (INCLUDING,
WITHOUT LIMITATION, ANY NOTICE OF MORTGAGEE'S INTENTION TO
ACCELERATE OR NOTICE OF ACCELERATION) OTHER THAN SUCH NOTICE
(IF ANY) AS IS SPECIFICALLY REQUIRED TO BE GIVEN UNDER THE
PROVISIONS OF THIS MORTGAGE OR BY APPLICABLE LAW; (B) WAIVES
ANY NOTICE OF MORTGAGEE'S INTENTION TO ACCELERATE; (C) WAIVES,
TO THE FULL EXTENT PERMITTED BY LAW, THE RIGHT TO PLEAD ANY
AND ALL STATUTES OF LIMITATION AS A DEFENSE TO ANY DEMAND
SECURED BY OR MADE PURSUANT TO THIS MORTGAGE; (D)
ACKNOWLEDGES THAT MORTGAGOR READ THIS MORTGAGE AND ANY
AND ALL QUESTIONS OF MORTGAGOR REGARDING THE LEGAL EFFECT OF
THIS MORTGAGE AND ITS PROVISIONS HAVE BEEN EXPLAINED FULLY TO
MORTGAGOR, AND MORTGAGOR HAS CONSULTED WITH COUNSEL OF
MORTGAGOR'S CHOICE PRIOR TO EXECUTING THIS MORTGAGE; AND (E)
ACKNOWLEDGES THAT ALL WAIVERS OF THE AFORESAID RIGHTS OF
MORTGAGOR HAVE BEEN MADE KNOWINGLY, INTENTIONALLY AND
WILLINGLY BY MORTGAGOR AS A PART OF A BARGAINED-FOR LOAN
TRANSACTION AND THAT THIS MORTGAGE IS VALID AND ENFORCEABLE
BY MORTGAGEE AGAINST MORTGAGOR IN ACCORDANCE WITH ALL THE
TERMS, PROVISIONS AND CONDITIONS HEREOF.
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Section 3.1 g Powers and Duties of Administrative Agent. In accordance with
and subject to the provisions of the Loan Agreement, the Mortgagee, in its capacity as
Administrative Agent, has the following powers and duties:
(a) to hold, and serve as Mortgagee under, this Mortgage; to hold, and serve
as mortgagee under, any other real property granted to Mortgagee, in its capacity as
Administrative Agent, with Mortgage Covenants; to hold, and serve as secured party with
respect to, any other collateral pledged to Mortgagee, in its capacity as Administrative
Agent, as additional security pursuant to the Loan Agreement or any other Loan
Document; and to take such action with respect to the Mortgage and any such other
mortgage or collateral, as the Mortgagee deems advisable or in the best interest of the
Lenders.
(b) to execute, acknowledge, deliver, and file or record any and all
documents, instruments or certificates which Mortgagee deems advisable to perfect,
preserve, protect or continn the lien or effectiveness of this Mortgage.
(c) to execute, acknowledge, deliver, and file or record any and all partial
releases, discharges or assignments of, or amendments to, this Mortgage and any other
mortgage or security interest held by Mortgagee, in its capacity as Administrative Agent,
which the Mortgagee deems advisable or in the best interest of the Lenders.
Every instrument executed and acknowledged by a person who, according to the records
of the Registry in which this Mortgage is recorded, is Administrative Agent under the
Loan Agreement (whether the original Administrative Agent described above or any
successor agent appointed under the Loan Agreement), shall be conclusive evidence in
favor of every person relying thereon or claiming thereunder that at the time of delivery
of such instrument, the Loan Agreement was in full force and effect and that the
Administrative Agent was duly authorized by the Lenders (or otherwise by the tenns of
the Loan Agreement) to execute and deliver such instrument. In addition, any person
dealing with the Mortgaged Property or this Mortgage or the Administrative Agent may
always rely on a certificate signed and acknowledged by a person appearing from the
records of the Registry to be the Administrative Agent under the Loan Agreement as to
whether or not the Loan Agreement has been tenninated or amended, as to the authority
of the Administrative Agent to take action with respect to the Mortgaged Property and
this Mortgage, or as to the existence or non-existence of any fact or facts which constitute
conditions precedent to acts by the Administrative Agent.
Section 3.19 Exculoation Section 11.22 of the Loan Agreement is hereby
incorporated by reference.
Section 3.20 Governinll Law. This Mortgage shall be governed by the laws of
the State of Florida, without giving effect to the State of Florida's choice of laws
principles.
Section 3.21 Condominium Documents.
_NF.WYU844816.vQ
36
Book22595/Page4071
CFN#20040733100
Page 37 of 42
(a) Mortgagor covenants and agrees that from and after the submission of the
Premises to a condominium regime:
(i) Mortgagor shall perform all of Mortgagor's obligations under the
Condominium Documents, including, without limitation, payment when due of all
dues, common charges and assessments imposed under the Condominium
Documents. If Mortgagor fails to pay any of the same when due after all notice
(if required) and the expiration of any cure periods, Mortgagee may (but shall not
be obligated to) pay the same or any portion thereof and Mortgagor shall
reimburse Mortgagee promptly after written demand therefor, for all such
advances. Upon request, Mortgagor shall deliver to Mortgagee receipts for all
such payments made by Mortgagor.
(ii) Unless otherwise instructed by the Administrative Agent,
Mortgagor shall not, except after notice to Mortgagee and obtaining Mortgagee's
prior written consent:
(1) agree or consent to the abandonment or termination of the
Condominium;
(2) except to the extent permitted under the Loan Documents,
agree or consent to the modification, amendment or termination of the
Declaration, unless such vote, consent or exercise will not have a material
adverse effect on the Premises, or Mortgagor's rights under the
Condominium Documents; or
(3) cast any vote, give any consent or exercise any option or
other right it has under any of the Condominium Documents, unless such
vote, consent or exercise will not have a material adverse effect on the
Premises, or Mortgagor's rights under the Condominium Documents.
(b) During the continuance of an Event of Default, Mortgagee may, at
Mortgagee's option, exercise all consent rights, options, voting and other rights accruing
to Mortgagor under the Condominium Documents in the place and stead of Mortgagor
and in order to effectuate the foregoing, for purposes of this Section 3.21(b) only,
Mortgagor hereby irrevocably appoints Mortgagee as Mortgagor's true and lawful
attorney, which appointment is coupled with an interest and is irrevocable.
(c) Mortgagor shall deliver to Mortgagee a true and complete copy of each
and every notice of default or noncompliance received by Mortgagor with respect to any
obligation of Mortgagor under the Condominium Documents.
Section 3.22 Future Advances. It is agreed that any additional sum or sums
advanced by the then holder of the Note secured hereby to or for the benefit of the
Mortgagor, whether such advances are obligatory or are made at the option of the
Mortgagee, or otherwise, at any time within twenty years from the date of this Mortgage,
or within such lesser period oftime as may be provided hereafter by law as a prerequisite
-NEWY I :38448 16.v'J
37
Book22595/Page4072
CFN#20040733100
Page 38 of 42
for the sufficiency of actual notice or record notice of the optional future and additional
advances as against the rights of creditors or subsequent purchasers for valuable
consideration, with interest thereon at the rate agreed upon at the time of each additional
loan or advance, shall be equally secured and have the same priority as the original
indebtedness secured hereby and be subject to all of the tenns and provisions of this
Mortgage, whether or not such additional loan or advance is evidenced by a note of the
Mortgagor and whether or not identified by a recital that is secured by this Mortgage;
provided, however, that the aggregate amount of the principal indebtedness outstanding
and so secured anyone time shall not exceed Eighty Million and 00/1 00 Dollars
($80,000,000) plus interest and disbursements made for the payment of taxes, levies or
insurance on the property covered by this Mortgage and provided further that it is
understood and agreed that this Future Advance provision shall not be construed to
obligate the Mortgagee to make any such additional loans or advances. Nothing herein
shall obligate the Mortgagee to loan the Mortgagor at anyone time a sum in excess of the
face amount of the Note. It is further agreed that any additional note or notes executed
and delivered under this Future Advance provision shall be included in the word ''Note''
or "Notes" whether it appears in the context of this Mortgage.
Section 3.23 Non-Homestead Prooertv. The Mortgagor hereby further warrants
and represents that the Premises is not homestead property. Neither Mortgagor nor any
family member, if Mortgagor is an individual, resides at the Premises.
[Signature on next page]
-NEWYI:3844816.v9
38
Book22595/Page4073
CFN#20040733100
Page 39 of 42
IN WITNESS WHEREOF, this Mortgage has been duly executed and delivered
by Mortgagor, intending the same to take effect as a sealed instrument.
SIGNED SEALED AND DELNERED
~a:~
Print Name C!.I4/.t,y'Ac.,~~ t!P
t~~~~~C(
-Mortgage
SHEF AORiT ARRAGON LLLP, a Florida
limited liability limited partnership
By: Aventura Tarragon GP, LLC, a
Florida limited liability company, its
sole general partner
by: Tarragon South D velopment
Corp., a Nevad corporation, its
sole m b
t.l-'/ SR.
Corporate Seal
[ ]
Book22595/Page4074 CFN#20040733100
Page 40 of 42
TABLE OF CONTENTS
::=FO~~=~
)
) ss.:
)
Page
The foregoing instrument was acknowledged before me this ~y of August, 2004, by
-:J ~ . of Tarragon South Development Corp., a Nevada
corporation, 0 behalf of sucli entity. He is either personally known to me, or has
produced a 0 driver's license as identification.
(Notarial Seal)
-Mongagc:
NEWYl :3853651....} I
~~ki"Et~(,
NOTARY PUBLIC
My Commission Expires:
~ _SMortcoll
~ "'; My~ D017e07S
.." Elcpooo - 08. 2007
Book22595/Page4075 CFN#20040733100
Page 41 of 42
OR BK 22595 PG 4076
LAST PAGE
SCHEDULE A
LEGAL DESCRIPTION
Parcel I; (Fee Parcel)
Tract D of ADMIRAL'S PORT SECTION ONE, according to the plat
thereof, recorded in Plat Book 113, Page 51, Public Records of Miami-
Dade County, Florida.
Parcel II: (Easement Parcel)
IngresslEgress and Utility Easement set forth as Tract E on ADMIRAL'S
PORT SECTION ONE, recorded in Plat Book 113, Page 51, portions of
which are also described as Private Easement No. 1 on WILLIAMS
ISLAND SECTION ONE, recorded in Plat Book 120, Page 43, and
Private Easement No. 1 on WILLIAMS ISLAND AMENDED, recorded
in Plat Book 126, Page 49, all of the Public Records of Miami-Dade
County, Florida. LESS AND EXCEPT the right-of-way for N.E. 183rd
Street.
- 41 -
NEWY1 :3589905:5: 12120101
Book22595/Page4076 CFN#20040733100
Page 42 of 42
A'f'(:' \ Q.l) zQ~~
~J
PURCHASE AND SALE AGREEMENT
o
o
TIDS PURCHASE AND SALE AGREEMENT (this "Al!l'eement") is made as
of April 21, 2005 ("Effective Date''), by and between AVENTURA TARRAGON GP,
LLC, a.Florida limited liability company ("TARR OP"), AVENTURA TARRAGON
LP, LLC, a Florida limited liability company ("T ARR LP"), and SHEF AOR BH, LLC,
a Florida limited liability company C'Shefaor") (TARR OP, TARR LP and Shefaor are
collectively referred to herein as "Seller"), and PINNACLE COMMUNITIES, L.L.C.,
a New Jersey limited liability company ("Buver''),
WITNESSETH:
o
In consideration of the mutual covenants and agreements set forth herein the
parties hereto do hereby agree as follows:
ARTICLE 1 - CERTAIN DEFINITIONS
o
As used herein, the following terms shall have the following meanings:
o
"Business Dav" shall mean any day other than a Saturday, Sunday, or any federal
or state of Florida holiday, If any period expires on a day which is not a Business Day or
any event or condition is required by the terms of this Agreement to occur or be fulfilled
on a day which is not a Business Day, such period shall expire or such event or condition
shall occur or be fulfilled, as the case may be, on the next succeeding Business Day,
"Buver's Broker" shall mean collectively, Lieblich/Kraft, Shaina Levin and
Chanie Lipsker.
o
"Buver's Reports" shall mean the written results., of any examinations,
inspections, investigations, tests, studies, analyses, appraisals, evaluations and/or
investigations prepared by or for or otherwise obtained by Buyer in connection with
Buyer's Due Diligence.
o
"Buver's Representatives" shall mean Buyer, any direct or indirect owner of any
beneficial interest in Buyer, and any officers, directors, employees, agents,
representatives and attorneys of Buyer or any such direct or 'indirect owner of any
beneficial interest in Buyer.
o
"Closinl!:" shall mean the closing of the Transaction.
o
"Closinl!: Date" shall mean July 20, 2005 provided that Buyer may extend the
Closing Date one-time for a period of sixty (60) days until September 19,2005 (the "First
Extension Date'') by providing written notice of Buyer's intent to extend the Closing
Date and delivering the Extension Deposit with Seller on or before the date that is seven
(7) Business Days preceding the then-scheduled Closing Date. Time is of the essence
o
416864vl
<')
o
with respect to the foregoing date, and in the event Buyer shall fail to timely provide
notice or deposit the Extension Deposit, then Buyer shall be deemed to have elected to
proceed with the Closing as originally scheduled. Notwithstanding anything to the
contrary set forth herein, the Closing Date, the First Extension Date and the date upon
which Buyer must deposit the Extension Deposit shall be extended by the length of any
Moratorium Period (as defined in Section 8.5 (g) (iii)) and any Additional Moratorium
Period (as defmed in Section 8.5 (g) (iv)). Buyer shall also have the one-time right to
adjoum the Closing Date for up to five (5) days ("Extension Option"). If Buyer shall
exercise the Extension Option, Buyer shall pay directly to Seller (by federal funds wire
transfer) a payment of $13,333 per day for each day the Closing Date is so extended,
which payments shall not be applicable to the Purchase Price and shall be non-refundable
to Buyer except in the event of Seller's default. The Closing Date may also be extended
as expressly provided by this Agreement.
o
o
"Closinl! Tax Year" shall mean the Tax Year in which the Closing Date occurs.
o
"Confidential Materials" shall mean any books, computer software, records or
f11es (whether in a printed or electronic format) that consist of or contain any of the'
following: appraisals (other than those performed by third parties); budgets; strategic
plans for the Property; internal analyses; information regarding the marketing of the:
Property for sale; submissions relating to obtaining internal authorization for the saleot:"
the Partnership Interest by the Seller or any direct or indirect owner of any beneficial
interest in the Seller or the Partnership; attorney-client privileged documents; internal
correspondence of the Partnership, any direct or indirect owner of any beneficial interest
in the Partnership, or any of their respective affiliates and correspondence between or
among such parties, except to the extent such information has been made publicly
available, provided, however, that the foregoing definition shall only apply to an Asset
Sale and otherwise the term "Confidential Materials" shall apply only to information
regarding the marketing of the Property and/or Partnership Interests for sale,
correspondence, agreements, letters of intent and offers from third parties in connection
with such third parties' negotiation with Seller to purchase the Partnership Interests .
and/or the Property and any attorney-client privileged documents that do not relate solely
to the Partnership Interests and/or the Property and do not compromise attorney-client
privileged documents for any affiliates of Seller.
<J
o
o
o
"Contracts" shall mean all management, consulting, service (other than the
listing agreement for the Real Property), supply, maintenance, utility and commission
agreements (other than locater agreements), all equipment leases, and all other contracts,
subcontracts and agreements relating to the Real Property and the Personal Property and
to which the Partnership (or the Partnership's managing agent) is a party (including all
contracts, subcontracts and agreements relating to the construction of any unfinished
tenant improvements), all of which are described in Exhibit B attached hereto and
incorporated herein by this reference, together with any additional contracts, subcontracts
and agreements entered into in accordance with the terms of Subsection 10.2. I hereof and
o
o
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_4_29.OQC
.:)
as the same !nay be modified or terminated in accordance with the terms of
Subsection 10.2.1.
Ii
"deemed to know" shall have the following meaning:
(a) Buyer shall be "deemed to know" of the existence of a fact or
circumstance to the extent that:
()
(i)
Brian M. Stolar or Ken Simons (either, "Buyer's Designees")
actually knows of such fact or circumstance, or
(ii)
such fact or circumstance is specifically disclosed by this
Agreement, any Closing documents executed by the Partnership or
Seller for the benefit of Buyer and delivered to Buyer in
connection with the Closing, the Documents, any estoppel
certificate executed by any tenant of the Property and delivered to
Buyer, or any Buyer's Reports.
o
o
(b)
Buyer shall be "deemed to know" that any Seller's Warranty is untrue,
inaccurate or incorrect to the extent that any Buyer's Designee has:actual
knowledge of infonnation at or prior to Closing which is inconsistent with
such Seller's Warranty. .
':)
"DeDosit" shall mean the sum of Three Million Five Hundred Thousand Dollars
($3,500,000.00), consisting of, collectively, the Initial Deposit of One Million
($1,00,000.00), the Secondary Deposit of Two Million Five Hundred Thousand Dollars
($2,500,000.00). In addition, the Deposit will include the Extension Deposit, if made.
o
"Desi!rnated EmDlovees" shall mean James KeHy, Claudio Stivelman, Gilbert
Benhamou and James Cauley.
o
"Documents" shall mean the documents and instruments applicable to the
Partnership or the Property or any portion thereof that SeHer or any of the other SeHer
Parties deliver or specifically make available to Buyer Designees prior to Closing or
which are otherwise obtained by Buyer prior to Closing, including, but not limited to, the
Title Commitment, the Survey, the Title Documents, and the Property Documents.
o
"Due DiIi!!ence" shall mean examinations, .inspections, investigations, tests,
studies, analyses, appraisals, evaluations and/or investigations with respect to the
Partnership, the Partnership Interests, the Property, the Documents, and other infonnation
and .documents regarding the Property, including, without limitation, examination and
review of title matters, applicable land use and zoning Laws and other Laws applicable to
the Partnership Interests, the .Property, the physical condition of the Property, and the
economic status of the Property.
o
o
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.')
()
o
o
CJ
::)
o
o
o
o
o
"Due Dilie:ence Period" shall mean the period commencing prior to the
execution of this Agreement and expiring on 5:00 p.m. (Eastern Time) on May 6, 2005.
"Escrow Ae:ent" shall mean Stewart Title Guaranty Company.
"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
wnended.
"Extension Denosit" shall mean the sum of One Million and Noll 00 Dollars
($1,000,000.00), which may be delivered by Buyer to extend the Closing Date by
payment directly to Seller via federal funds wire transfer. The Extension Deposit shall be
non-refundable when made, except as otherwise specifically set forth herein.
"EAR" shall mean floor area ratio as defined under the zoning Laws for the City
of A ventura, Florida.
"Initial Denosit" shall mean the sum of One Million Dollars ($1,000,000.00),
which has been deposited by Buyer with Escrow Agent in accordance with the terms
hereof.
"Lmu." shall mean all municipal, county, state or federal statutes, codes;
ordinances, laws, rules or regulations.
"Leases" shall mean all leases, licenses, occupancy agreements and/or. similar
occupancy agreements with respect to the Real Property in existence on the Closing Date.
"Liabilities" shall mean, collectively, any and all losses, costs, damages, claims,
liabilities, expenses, demands or obligations of any kind or nature whatsoever.
"Maior Condemnation" shall mean with respect to any condemnation or
eminent domain proceedings that occurs after the date hereof, the portion of the Property
that is the subject of such proceedings has a value in excess of Five Hundred Thousand
and nollOO Dollars ($500,000.00) or adversely affects access to the Project or decreases
the number of residential units or parking spaces in connection with the Proj ect.
"Other Pronertv Ril!hts" shall mean, collectively, the Partnership's interest in
and to all of the following: (a) to the extent that the same are in effect as of the Closing
Date, any and all governmental approvals, entitlements, licenses, permits and other
written authorizations necessary for the use, operation or ownership of the Real Property
and for the development or redevelopment of the Real Property and/or the Project, and
(b) any guaranties and warranties in effect with respect to any portion of the Real
Property or the Personal Property as of the Closing Date.
"Owner's Title Policv" shall mean a bring down endorsement of the ALTA
Owner's Policy of title insurance issued by Lawyer's Title Insurance Corporation, Policy
No. A97-0004193 or First American Title Insurance Company, Policy No. 0-211170, in
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_4_29.DOC .
<)
"Partnershiu" shall mean SHEFAORITARRAGON, LLLP, a Florida limited
liability limited partnership.
,
i
i
I
I
I
i
I
I
I
I
')
the amount of the Purchase Price, or at Buyer's election, a new owner's policy of title
insurance issued by a national title insurer selected by Buyer.
o
"Partnershiu A2reement" shall mean the Amended and Restated Limited
Liability Limited Partnership Agreement of the Partnership, dated August 19,2004.
o
"PartnershiD Interests" shall mean 100% of the ownership interests in the
Partnership, including, without limitation, all of Seller's right, title and interest in and to
(i) the Partnership; (ii) the Partnership Agreement; (iii) all assets of the Partnership
including Seller's distributive share of all cash and non-cash profits, income,
distributions, surplus and proceeds of the Partnership attributable to Seller's interest in
the Partnership; (iv) Seller's distributive share of specific properties and assets of the
Partnership upon dissolution or otherwise including the distributive share of all future
cash and non-cash profits, income, distributions, surplus and proceeds of the Partnership
attributable to Seller's interest in the Partnership; and (v) any and all other rights of every
kind and character of Seller in and to the Partnership, the assets of the Partnership and
Partnership Agreement, or incident or appurtenant thereto.
()
()
"Permitted ExceDtions" shall mean and include all of the following, subject to
the rights of Buyer to object to matters of title and survey pursuant to Article 4 hereof and
the right of Buyer to terminate this Agreement pursuant to Article 5 and Section 11.2
hereof: (a) applicable zoning and building ordinances and land use regulations, (b) all
liens, ellcumbrances, covenants, conditions, restrictions, easements and other matters of
record, except to the extent that the same are caused or created by Seller in violation of
the terms of Subsection 4.2.3. (c) such exceptions to title as are listed on Schedule B of>
the Title Commitment, including the Title Company's standard printed exceptions,
(d) such state of facts as disclosed in a Survey and physical inspection of the Property,
(e) the lien of taxes and assessments not yet due and payable (it being agreed by Buyer
and Seller that if any tax or assessment is levied or assessed with respect to the Property
after the date hereof and the owner of the Property has the election to pay such tax or
assessment either immediately or under a payment plan with interest, Seller may elect to
pay under a payment plan, which election shall be binding on Buyer), (f) any exceptions
caused by Buyer or any Buyer's Representative, (g) such other exceptions as may be
Removed from the Owner's Title Policy, (h) the rights of the tenants under the Leases, as
tenants only with no options to purchase or rights of first refusal (i) any Property matters
about which Buyer knows or is deemed to know prior to the expiration of the Due
Diligence Period and about which Buyer fails to object (or if objected to, Buyer waives
pursuant to Section 4.2), and G) any matters deemed to constitute additional Permitted
Exceptions under Subsection 4.2.1 hereof.
o
o
o
o
"Personal Pronerty" shall mean, collectively, (a) all tangible personal property
owned by the Partnership and used in the ownership, operation and maintenance of the
Real Property, and (b) all intangible property, books, records and files of the Partnership
'.)
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n
o
o
o
o
o
o
o
o
o
relating to the Real Property or the Leases; but specifically excluding from the items
described in both clauses (a) and Qll, any Confidential Materials, any computer software
that is licensed to Seller, and personal property of the management company of the
Partnership. The Personal Property shall specifically include all property described on
Exhibit L attached hereto.
"Project" shall mean the development and construction upon the Real Property
of a high rise residential condominium complex with a minimum of 526 residential units
and legally required parking.
"Propertv" shall mean, collectively, (a) the Real Property, (b) the Personal
Property, (c) the Partnership's interest as landlord in all Leases; (d) the Contracts, and
(e) the Other Property Rights.
"ProDertv Documents" shall mean, collectively, (a) the Leases, (b) the
Contracts, and ( c) any other documents or instruments which constitute, evidence or
create any portion of the Property that are available in the public records or have. been
delivered or specifically made available to Buyer.
"Purchase Price" shall mean the sum of Eighty-Five Million Two HUndred
Thousand Dollars ($85,200,000.00).
.--
"Real ProDertv" shall mean that certain parcel of real estate located at 17900
N.E. 3151 Court, A ventura, Florida and legally described in Exhibit A attached hereto and
incorporated herein by this reference, together with all buildings, improvements and
fixtures located thereon and owned by the Partnership as of the Effective Date and all
right, title and interest, if any, that the Partnership may have in and to all rights, privileges
and appurtenances pertaining thereto including all of Partnership's right, title and interest,
if any, in and to all rights-of-way, open or proposed streets, alleys, easements, strips or
gores of land adjacent thereto; provided, however, that in the event of any condemnation
or casualty that occurs after the date hereof, the tenn "Real Property" shall not include
any of the foregoing that is destroyed or taken as a result of any such condemnation
proceeding.
"Remove" with respect to any exception to title shall mean that Seller causes the
Title Company to remove or affinnatively insure over (provided such affinnative
insurance .is commercially reasonable in the applicable circumstance) the same as an
exception to the Owner's Title Policy and any lender's policy for the benefit of Buyer,
without any additional cost to Buyer or such leuder, whether such removal or insurance is
made available in consideration of payment, bonding, indemnity of Seller or otherwise.
"Rents" shall mean all monthly rents and any and all other payments due from
the tenants of the Property under the Leases.
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,----
o
o
"Reuuired Removal Exceutions" shall mean, collectively, any Title Objections
to the extent (and only to the extent) that the same (a) have not been caused by Buyer or
any Buyer's Representatives, and (b) are either:
(i)
liens evidencing monetary encumbrances (other than liens for
non-delinquent general real estate taxes or assessments not yet due and
payable) ("Monetary Liens") which can be Removed by payment of
liquidated amounts but only if such Monetary Liens have been created by
written instrument signed by the Partnership or assumed by written
instrument signed by the Partnership,
o
(ii)
liens or encumbrances (including, but not limited to, Monetary Liens)
created by Seller after the date of this Agreement in violation of
Subsection 4.2.3.,
o
o
(iii) fines, liens, judgments or other monetary encumbrances (including, but
. not limited to, Monetary Liens) which can be Removed by payment of
money not exceeding $500,000.00, or
(iv) liens for work performed by third parties on behalf of, and pursuantto
written and binding agreements with the Partnership at the Real Property
which are placed of record after the Objection Date.
o
"Residential Leases" shall mean all Leases for those tenants of the residential
improvements portion of the Real Property in existence on the Closing Date.
o
"Secondarv Deposit" shall mean the sum of Two Million Five Hundred
Thousand and No/IOO Dollars ($2,500,000.00), to the extent the same is deposited by
Buyer in accordance with the terms of Subsection 3.1.1 hereof, together with any interest
earned thereon.
o
"Seller.AlIocated Amounts" sha1l mean with respect to any condemnation or
eminent domain proceedings with respect to any portion of the Property that occurs after
the date hereof, (i) the reasonable costs, expenses and fees, including reasonable
attorneys' fees, expenses and disbursements, incurred by the Partnership in connection
with obtaining payment of any award or proceeds in connection with any such
condemnation or eminent domain proceedings, and (ii) any portion of any such award or
proceeds that is allocable to loss of use of the Property prior to Closing.
o
"Seller's Broker" shall mean CB Richard Ellis, Inc.
()
"Seller's Knowlede:e" or words of similar import shall refer only to the actual
knowledge of the Designated Employees and shall not be construed to refer to the
knowledge of any other Seller Party. There shall be no personal liability on the part of
the Designated Employees arising out of any of the Seller's Warranties.
10
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o
"
"Seller Parties" shall mean and include, collectively, (a) Seller and Tarragon
Management, Inc. (collectively, "Seller" for purposes of the definition of "Seller
Parties"); (b) its counsel; (c) Seller's Broker; (d) Seller's property manager, (e) any direct
or indirect owner of any beneficial interest in Seller, (f) any officer, director, employee,
or agent of Seller, its counsel, Seller's Broker, Seller's property manager or any direct or
indirect owner of any beneficial interest in Seller; and (g) any other entity or individual
affiliated or related in any way to any of the foregoing.
o
"Seller Partnershin Warranties" shall mean those Seller Warranties contained
in Subsection 9.2.3.
o
"Seller's Warranties" shall mean Seller's representations and warranties set
forth in Section 9.2. in the Assignment of Partnership Interests, and in the documents
delivered by the Seller at Closing.
"Site Plan Annroval" shall have the meaning set forth in Section 8.5.
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"Snrvev" shall mean a survey of the Property to be obtained as set forth in
Article 4.
"Tax Year" shall mean the year period commencing on January I of each.
calendar year and ending on December 31 of each calendar year.
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"Title Commitment" shall mean that certain commitment to issue an Owner's
Policy of Title Insurance with respect to the Property to be issued by the Title Company.
"Title Comnanv" shall mean a nationally recognized title insurance company
selected by Buyer.
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"Title Documents" shall mean all documents referred to on Schedule B of the
Title Commitment as exceptions to coverage.
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"Title Objections" shall mean any exceptions to title to which Buyer is entitled
and timely objects in accordance with the terms of Subsection 4.2.H a).
"Transaction" shall mean the transaction contemplated by this Agreement.
ARTICLE 2 - SALE OF PROPERTY
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Seller agrees to sell, transfer and assign and Buyer agrees to purchase, accept and
assume, subject to the terms and conditions set forth in this Agreement, all of Seller's
right, title and interest in and to the Partnership Interests in the Partnership, free and clear
of all liens, claims and encumbrances. Buyer shall have the right to convert this
Agreement to a purchase and sale agreement for the Property only ("Asset Sale") rather
than a purchase of the Partnership Interests, provided that Buyer delivers written notice to
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Seller at least sixty (60) days prior to the Closing Date of its election to proceed with an
Asset Sale ("Asset Sale Notice"). Upon timely delivery of the Asset Sale Notice, this
Agreement shall be modified to reflect the purchase and sale of the Property by the
Partnership rather than the Partnership Interests. In furtherance of the foregoing, and not
in limitation thereof, this Agreement shall be modified to reflect the deletion of Article
4A. Section 9.2.Ud)-(f). Section 9.2.3. Section 15.22. Section 15.23 and all references or
representations, covenants and conditions relating to an assignment of the Partnership
Interests, Seller's Partnership Warranties and any Seller indemnities relating thereto. At
Closing, Seller shall deliver a special warranty deed in recordable form for the Real
Property and Seller and Buyer shall each deliver to the other an Assignment of Leases, a
Bill of Sale for the Personal Property and a general assignment of Intangible Property, as
well as such other closing documents as customarily delivered for an Asset Sale and
reasonably acceptable to both parties. The Purchase Price shall not be reduced in
connection with an Asset Sale and Buyer shall be solely responsible and hereby agrees to
pay all transfer taxes, sales taxes, documentary stamp taxes and similar charges
applicable to the Asset Sale.
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ARTICLE 3 . PURCHASE PRICE
In consideration of the sale of the Partnership Interests to Buyer, Buyer shall pay
at the Closing to Seller an amount equal to the Purchase Price, as prorated and adjusted as
set forth in Article 6, Section 7.2, or as otherwise provided under this Agreement.
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3.1 Earnest Monev Deposit.
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3.1.1 Pavment of Deposit. Prior to the date hereof and pursuant to that
certain Letter of Intent dated as of March 8, 2005 between Buyer and Seller
("LOl"), Buyer has made the Initial Deposit with Escrow Agent. The provisions
of this Agreement with respect to the Initial Deposit supercede the L01 and shall
control. The Initial Deposit shall be refundable to Buyer if Buyer terminates, or is
deemed to have terminated, this Agreement in accordance with Section 5.3
hereof. The Initial Deposit, the Extension Deposit and the Secondary Deposit
shall be held by Escrow Agent and shall be released and/or drawn upon in
accordance with the provisions of this Agreement. In addition, no later than 5:00
p.m. Eastern Time on the last day of the Due Diligence Period (provided that this
Agreement is not sooner terminated or deemed terminated in accordance with the
terms hereof), Buyer shall make the Secondary Deposit in immediately available
funds with Escrow Agent. The Deposit shall be non-refundable to Buyer except
in the event Buyer terminates this Agreement in accordance with the terms hereof
and pursuant to Sections 4.2.Uc). 4A.2(b)(i). 8.3. 8.5. 11.2 and 12.1 or as
otherwise specifically provided for herein, in which event all or a portion of the
Deposit and all interest thereon, may be refundable.
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3.1.2 Applicable Terms: Failure to Make Deposit. Except as expressly
otherwise set forth herein, the Deposit shall be applied against the Purchase Price
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on the Closing Date and shall otherwise be held and delivered by Escrow Agent in
accordance with the provisions of Article 13. Notwithstanding any provision in
this Agreement to the contrary, if Buyer fails to timely make the Secondary
Deposit as provided herein, Buyer shall be deemed to have elected to terminate
this Agreement, the Initial Deposit shall be returned to Buyer and the parties shall
have no further rights or obligations hereunder except for obligations which
expressly survive the termination of this Agreement.
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3.2 Cash at Closinl!. On the Closing Date, Buyer shall pay to Seller an
amount equal to the Purchase Price in immediately available funds by wire transfer as
more particularly set forth in Section 7.2. as prorated and adjusted as set forth in
Article 6. Section 7.2 hereof, or as otherwise provided under this Agreement, and, as a
portion of such payment, Buyer may cause the Escrow Agent to pay to Seller the portion
of the Deposit held by Escrow Agent in immediately available funds by wire transfer as
more particularly set forth in Section 7.2 hereof. Any portion of the Deposit released to
Seller shall be credited against the Purchase Price at Closing. In no event shall any
interest on the Deposit be credited against the Purchase Price at Closing.
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ARTICLE 4 - TITLE MATTERS
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4.1 Title to Real Property. Buyer acknowledges that Seller has previously
delivered to Buyer a copy of the Partnership's existing title policy (and all exception
documents referenced therein) and the existing Survey. Buyer has obtained prior to the
date hereof the Title Commitment and copies of all of the Title Documents and shall
promptly provide Seller copies of the same. Buyer shall order promptly after the date
hereof an update of the existing Survey and/or a new Survey and shall notify Seller when
it receives same and Buyer shall promptly furnish Seller copies of the same.
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4.2
Title Defects.
4.2.1 Buver's Obiections to Title: Seller's Oblil!ations and Ril!hts.
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(a) On or before 5:00 p.m. (Eastern Time) on April 21, 2005
("Obiection Date"), Buyer shall have the right to object in writing to any title
and/or survey matters that appear on the Title Commitment, the Survey, and any
supplemental title reports or updates to the Title Commitment or Survey (whether
or not such matters constitute Permitted Exceptions) (the "Primarv Obiection
Notice"). In addition, after the expiration of the Objection Date, Buyer shall have
the right to object in writing to any survey and/or title matters that are not
Permitted Exceptions and that materially adversely affect Buyer's title to the Real
Property (defined as materially and adversely affecting Buyer's use of the Real
Property for the Project) if such matters appear on any supplemental title reports,
updates to the Surveyor updates to the Title Commitment issued after the
Objection Date and if such matters are placed of record after the effective date of
the Title Commitment received prior to the expiration of the Objection Date, so
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long as such objection is made by Buyer within five (5) Business Days after
Buyer becomes aware of the same (but, in any event, prior to the Closing Date) (a
"Subseauent Obiection Notice''). Unless Buyer is entitled to and timely objects to
such title matters, all such title matters shall be deemed to constitute additional
Permitted Exceptions.
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(b) (i) Seller may elect (but shall not be obligated) to Remove or
cause to be Removed any Title Objections that are not Required Removal
Exceptions that are raised in Buyer's Primary Notice Objection and Seller shall
notify Buyer in writing within three (3) Business Days after receipt of Buyer's
Primary Objection Notice whether Seller elects to Remove the same ("Seller's
ResDonse'') (and the failure by Seller to provide such notice within three (3)
Business Days after receipt of Buyer's Primary Objection Notice shall be deemed
an election by Seller not to effect any such cure).
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(ii) By depositing the Secondary Deposit in accordance with the
terms hereof on or before the expiration of the Due Diligence Period, Buyer shall
be deemed to have elected to waive such Title Objections (that are not required
Removal Exceptions) that Seller has elected not to cure (or deemed so) and such
Title Objections shall be deemed to constitute Permitted Exceptions and. the
Closing shall occur as herein provided without any reduction of the Purchase
Price.
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(c) If this Agreement is not terminated by Buyer in accordance with
the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed
any Title Objections to the extent (and only to the extent) that the same constitute
Required Removal Exceptions. In addition, Seller may elect (but shall not be
obligated) to Remove or cause to be Removed any other Title Objections. To the
extent that the same do not constitute Required Removal Exceptions, Seller may
notify Buyer in writing after receipt of Buyer's Subsequent Objection Notice
whether Seller elects to Remove the same (and the failure to provide such notice
within five (5) Business Days after receipt of Buyer's Subsequent Objection
Notice shall be deemed to constitute an election of Seller not to effect any such
cure). If Seller elects not to Remove one or more Title Objections that are not
Required Removal Exceptions (or is deemed to have so elected), then, within five
(5) Business Days after Seller's election (but, in any event, prior to the Closing
Date), Buyer may elect in writing to either (i) terminate this Agreement, in which
event the Extension Deposit, if applicable and all interest thereon, shall be
automatically paid to Seller (unless Seller shall have elected not to remove or cure
any Title Objection which would materially and adversely affect Buyer's use of
the Real Property for the Project), in which case the Initial Deposit (and Extension
Deposit, if applicable) shall be returued to Buyer and the Secondary Deposit shall
be paid to Buyer and, thereafter, the parties shall have no further rights or
obligations hereunder except for obligations which expressly survive the
termination of this Agreement, or (ii) waive such Title Objections and proceed to
Closing. The failure of Buyer to respond in writing within such five Business
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Day period shall be deemed an election by Buyer to waive such Title Objections
and proceed to Closing. Any such Title Objection that is not a Required Removal
Exception so waived (or deemed waived) by Buyer shall be deemed to constitute
a Permitted Exception and the Closing shall occur as herein provided without any
reduction of or credit against the Purchase Price.
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(d) Seller shall be entitled to a reasonable adjournment of the Closing
(not to exceed thirty (30) days) for the purpose of the Removal of any Required
Removal Exceptions or other Title Objections.
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4.2.2 Discharl!e of Title Exceutions. If on the Closing Date there are
any Required Removal Exceptions or any other Title Objections which Seller has
elected in writing to pay and discharge, Seller may use any portion of the
Purchase Price to satisfy the same, provided Seller shall cause the Title Company
to Remove the same.
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4.2.3 No New Exceptions. From and after the date hereof, Seller shall
not permit the Partnership to execute any deed, contract, easement, restriction,
covenant or other matter affecting title to the Property unless Buyer has received a
copy thereof and has approved the same in writing. If Buyer fails to object.: in
writing to any such proposed instrument within four (4) Business Days after
receipt of the aforementioned notice, Buyer shall be deemed to have approved the
proposed instrument. Buyer's consent shall not be unreasonably withheld or
delayed with respect to any such instrument that is proposed prior to the end of
the Due Diligence Period. Buyer, in its sole and absolute discretion, shall be
entitled to grant or withhold its consent with respect to any such instrument that is
proposed between the end of the Due Diligence Period and the Closing.
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4.3 Title Insurance. At Closing, the Title Company shall issue the Owner's
Title Policy to Buyer, insuring that title to the Real Property is vested in the Partnership
subject only to the Permitted Exceptions. Buyer shall be entitled to request that the Title
Company provide such endorsements (or amendments) to the Owner's Title Policy as
Buyer may reasonably require, provided that (a) such endorsements (or amendments)
shall be at no cost to, and shall impose no a:dditionalliability on, Seller (other than in
connection with reasonable and customary Seller's title affidavits), (b) Buyer's
obligations under this Agreement shall not be conditioned upon Buyer's ability to obtain
such endorsements and, if Buyer is unable to obtain such endorsements, Buyer shall
nevertheless be obligated to proceed to close the Transaction without reduction of or set
off against the Purchase Price, and (c) the Closing shall not be delayed as a result of
Buyer's request.
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ARTICLE 4A - P ARTNERSmP MATTERS
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4A.l Partnership Search Matters.
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(a) On or before 5:00 p.m. (Eastern Time) on the Objection Date,
Buyer shall have the right to object in writing to any matters that appear on any
reports concerning the Seller, the Partnership or Partnership Interests (including,
without limitation, UCC searches, judgment searches, litigation searches) which
are liens or other encumbrances on the Partnership Interests ("Partnershio Search
Matters"). In addition, after the expiration of the Objection Date, Buyer shall
have the right to object in writing to any Partnership Search Matters if such
matters first appear on any supplemental reports or updates obtained after the
expiration of the Objection Date or if such matters were created or perfected after
the expiration of the Objection Date, so long as such objection is made by Buyer
within five (5) Business Days after Buyer becomes aware of the same (but, in any
event, prior to the Closing Date).
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(b) If this Agreement is not terminated by Buyer in accordance with
the provisions hereof prior to the expiration of the Due Diligence Period, Seller
shall, at or prior to Closing, resolve all Partnership Search Matters to Buyer's
reasonable satisfaction to which Buyer has timely objected pursuant to (a) above.
If Seller is unable to resolve any Partnership Search Matters timely objected to by
Buyer prior to or at the Closing to Buyer's reasonable satisfaction, Buyer may, as
its sole remedy and in lieu of all other remedies, at Closing elect to either
(i) terminate this Agreement, in which event the Deposit shall be paid to Buyer
and the parties shall have no further rights or obligations hereunder except for
obligations which expressly survive the termination of this Agreement, or
(ii) waive such Partnership Search Matters and the Closing shall occur as herein
provided without any reduction of or credit against the Purchase Price.
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(c) Seller shall be entitled to a reasonable adj ournment of the Closing
(not to exceed thirty (30) days) for the purpose of resolving any Partnership
Search Matters to which Buyer has objected.
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4A.2.2 Discharl!e of Partnership Search Matters. If on the Closing Date there
are any Partnership Search Matters objected to by Buyer which Seller has elected in
writing to pay and discharge, Seller may direct Escrow Agent to apply any portion of the
Purchase Price to satisfy the same.
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4A.2.3 No Creation of Partnership Search Matters. From and after the date
hereof, Seller shall not cause or permit the Partnership to execute, file or perfect any
instruroents which would be a lien on the Partnership or Partnership Interests.
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4A.2.4 Partnership Matters and Real Property Matters. Nothing in this
Article 4A shaH expand the rights and obligations of Buyer and SeHer with respect to the
Title Commitment and Survey,. as such are set forth in Article 4. This Article 4A is
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intended to address matters relating to the Partnership and Partnership Interests only, as
opposed to Real Property matters.
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ARTICLE 5 . BUYER'S DUE DILIGENCE/CONDITION OF THE PROPERTY
5.1 Buver's Due Dilil!ence.
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5.1.1 Access to Property. Between the date hereof and the Closing
Date Seller shall cause the Partnership to allow Buyer and Buyer's
Representatives access to the Property upon reasonable prior notice at reasonable
times provided (a) such access does not unreasonably interfere with the operation
of the Property or the rights of tenants; (b) Buyer shall not contact any existing
tenant without Seller's prior written consent, not to be unreasonably withheld; and
( c) Seller or its designated representative shall have the right to pre-approve and
be present during any physical testing of the Property, such pre-approval not to be
unreasonably withheld. In addition, during the Due Diligence Period Seller will
make or cause to be made available to Buyer for copying, at Buyer's sole cost and
expense, the property files of Seller and the management agent for the Property
and the books and records of the Partnership (other than Confidential Materials).
On written request from Seller, Buyer shall deliver promptly to Seller copies ofall
Buyer's Reports prepared by third parties, but with no liability for the accuracy
thereof and no representation that Seller or any other party may rely thereon. To
the extent Buyer's due diligence investigations shall damage the Property, Buyer
shall immediately return the Property to the condition existing prior to any tests
and inspections performed by or on behalf of Buyer. Prior to such time as Buyer
or any of Buyer's Representatives enter the Property, Buyer shall (i) obtain
policies of general liability insurance which insure Buyer and Buyer's
Representatives with liability insurance limits of not less than $2,000,000
combined single limit for personal injury and property damage and name the
Partnership and the Partnership's property manager as additional insureds and
which are with such insurance companies, provide such coverages and carry such
other limits as Seller shall reasonably require, and (ii) provide Seller with
certificates of insurance evidencing that Buyer has obtained the aforementioned
policies of insurance.
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5.1.2 Limit on Government Contacts. Notwithstanding any provision
in this Agreement to the contrary, except in connection with the preparation of a
so-called "Phase !" environmental report with respect to the Property or as may
otherwise be required by law, Buyer shall not contact any governlnental official
or representative regarding hazardous materials on or the environmental condition
of the Property without Seller's prior written consent thereto, which consent shall
not be unreasonably withheld or delayed. In addition, if Seller's consent is
obtained by Buyer, Seller shall be entitled to receive at least five (5) days prior
written notice of the intended contact and to have a representative present when
Buyer has any such contact with any governmental official or representative.
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5.2 As-Is. Where-Is. With All Faults Sale. Buyer acknowledges and agrees
as follows:
(a) During the Due Diligence Period, Buyer has conducted (or has
waived its right to conduct), and shall continue to conduct, such Due Diligence as
Buyer has deemed or shall deem necessary or appropriate.
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(b) The Partnership Interests, shall be assigned to Buyer and Buyer
shall accept the Partnership Interests on the Closing Date free and clear of all
liens, claims and encumbrances but otherwise, except as specifically provided
herein, "AS IS, WHERE IS, WITH ALL FAULTS", with no right of setoff or
reduction in the Purchase Price and upon the assignment of the Partnership
Interests to Buyer (or in the event of an Asset Sale in accordance with the terms
hereof), Buyer shall accept the Property AS IS, WHERE IS, WITH ALL
FAULTS", with no right of setoff or reduction in the Purchase Price, subject to
any surviving representations and warranties and indemnifications set forth
herein.
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(c) Except for Seller's Warranties, none of the Seller Parties have or
shall be deemed to have made any verbal or written representations, warranties,
promises or guarantees (whether express, implied, statutory or otherwise) to
Buyer with respect to the Partnership Interests or the Property, any matter set
forth, contained or addressed in the Documents (including, but not limited to, the
accuracy and completeness thereof) or the results of Buyer's Due Diligence.
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(d) Buyer shall independently confirm to its satisfaction all
information that it considers material to its purchase of the Partnership Interests
and the Property and the Transaction. The foregoing sentence is not intended to
diminish Seller's Warranties.
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In addition, Buyer expressly understands and acknowledges that it is possible that
Liabilities unknown to Seller and Buyer may exist with respect to the Property and that
Buyer explicitly took that possibility into account in determining and agreeing to the
Purchase Price, and that a portion of such consideration, having been bargained for
between parties with the knowledge of the possibility of such unknown Liabilities shall
be given in exchange for a full accord and satisfaction and discharge of all such
Liabilities. Notwithstanding the foregoing, such acknowledgment is not intended to, and
shall not be construed to, (i) effect any contractual assumption of liability as to matters
which are not expressly assumed by Buyer in the documents executed by the parties in
connection with the Transaction, or (ii) affect or impair any rights or remedies that Buyer
may have agaiust Seller as a result of a breach of any of Seller's Warranties or effect a
waiver or limitation of Seller's indemnification obligations herein set forth.
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5.3 Termination of Al!reement Durinl! Due Dilil!ence Period. If Buyer, in
its sole and absolute discretion, for any reason or for no reason at all, is not satisfied with
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the results of its Due Diligence during the Due Diligence Period, Buyer may terminate
this Agreement by written notice to Seller at any time prior to 5:00 p.m. Eastern Time on
the last day of the Due Diligence Period, and, in the event of such termination, neither
Seller nor Buyer shall have any liability hereunder except for those obligations which
expressly survive the termination of this Agreement and Buyer shall be entitled to
immediate payment of the Initial Deposit. In the event Buyer fails to terminate this
Agreement prior to 5:00 p.m. Eastern Time on the last day of the Due Diligence Period,
Buyer shall be deemed to have elected its rights to terminate this Agreement in
accordance with this Article 5. If after the expiration of the Due Diligence Period Buyer
conducts further Due Diligence, Buyer acknowledges and agrees that Buyer shall have no
further right to terminate this Agreement with respect to such further Due Diligence or
otherwise in accordance with this Article 5 after the expiration of the Due Diligence
Period, except as may otherwise be provided in this Agreement.
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5.4 Buver's As-Is Certificate. Buyer shall deliver to Seller at the Closing, a
certificate in the form of Exhibit C attached hereto and incorporated herein by this
reference.
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5.5 Return of Materials. Upon termination of this Agreement pursuant to the
terms of this Agreement, Buyer shall immediately provide Seller with copies of alL,
Property-related surveys, topographical maps, environmental assessments, geotechnical'
studies, architectural and engineer drawings and studies and any other materials prepared
by Buyer or by third-party professionals and consultants, and further, return to Seller all
materials provided to Buyer regarding the Property and Partnership.
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ARTICLE 6 - ADJUSTMENTS AND PRORATIONS
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The following adjustments and prorations shall be made at Closing:
6.1 Lease Rentals and Other Revenues.
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6.1.1 fu!!!!. All collected Rents shall be prorated between Seller and
Buyer as of 12:01 a.m. on the Closing Date. Seller shall be entitled to all Rents
attributable to any period to but not including the Closing Date. Buyer shall be
entitled to all Rents attributable to any period on and after the Closing Date.
Rents not collected as of the Closing Date shall not be prorated at the time of
Closing. All Rents collected by Buyer on or after the Closing Date shall first be
applied to all amounts due under the Leases at the time of collection (i.e., current
Rents and sums due Buyer as the current owner and landlord) with the balance (if
any) payable to Seller, but only to the extent of amounts delinquent and actually
due Seller, less any costs of collection incurred by Buyer. Buyer shall not have an
exclusive right to collect the sums due Seller under the Leases and Seller hereby
retains its rights to pursue claims against any tenant under the Leases for sums
due with respect to periods prior to the Closing Date; provided. however. that
Seller (i) shall be required to notify Buyer in writing of its intention to commence
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or pursue such legal proceedings; (ll) shall only be permitted to commence or
pursue any legal proceedings after the date which is ninety (90) days after
Closing; and (iii) shall not be permitted to commence or pursue any legal
proceedings against any tenant seeking eviction of such tenant or the termination
of the underlying lease. The terms of the immediately preceding sentence shall
survive the Closing and not be merged therein.
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6.1.2 Other Revenues. Revenues from Property operations [other than
Rents (which shall be prorated as provided in Subsection 6.1.1), security deposits
(which will be apportioned as provided in Section 6.6), and pre-paid installments
or other payments under Contracts made to Seller or the Partnership (which shall
be the sole property of Seller)] that are actually collected shall be prorated
between Buyer and Seller as of 12:01 a.m. on the Closing Date. Seller shall be
entitled to all such revenues attributable to any period to but not including the
Closing Date and Buyer shall be entitled to all such revenues attributable to any
period on and after the Closing Date. Buyer shall not have an exclusive right to
collect such revenues and Seller hereby retains its rights to pursue claims against
any parties for sums due with respect to periods prior to the Closing Date.
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6.2 Intentionallv Deleted.
6.3 Real Estate and Personal Propertv Taxes.
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6.3.1 Proration of Ad Valorem Taxes. Buyer and Seller shall only
prorate ad valorem real estate and persoual property taxes for the Property for the
Closing Tax Year that are billed in November and due no later than April 1 of the
following year, based on the maximum discount available for early payment,
during the Closing Tax Year, regardless of the year for which such taxes are
assessed. There shall be no proration of ad valorem real estate or personal
property taxes other than as set forth hereinabove and, as between Buyer and
Seller, Buyer agrees that it shall be solely responsible for all such ad valorem real
estate and personal property taxes from and after the Closing Date and Seller
shall be solely responsible for such ad valorem real estate and personal property
taxes relating to periods prior to the Closing Date. The proration of the ad
valorem real estate and personal property taxes actually due and payable during
the Closing Tax Year shall be calculated as follows:
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(a) Seller shall be responsible for that portion of such taxes equal to
(i) the total such taxes due and payable during the Closing Tax Year, multiplied
l2Y (ll) a fraction, the numerator of which shall be the number of days in the
Closing Tax Year prior to the Closing Date, and the denominator of which shall
be 365; and
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(b) Buyer shall be responsible for that portion of such taxes equal to
(i) the total such taxes due and payable during the Closing Tax Year, multiolied
l2Y (ll) a fraction, the numerator of which shall be the number of days in the
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Closing Tax Year subsequent to and including the Closing Date, and the
denominator of which shall be 365.
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6.3.2 Insufficient Information. If, at Closing, the real estate and/or
personal property tax rate and assessments have not been set for the taxes due and
payable during the Closing Tax Year, then the proration of such taxes shall be
based upon the rate and assessments for the preceding Tax Year, and such
proration shall be adjusted between Seller and Buyer after Closing upon
presentation of written evidence that the actual taxes due and payable during the
Closing Tax Year differ from the amounts used at Closing and in accordance with
the provisions of Section 6.8. Tarragon shall be jointly and severally liable with
Seller with respect to any amounts due Buyer pursuant to this Section 6.3.2.
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6.3.3 Snecial Assessments. Seller shall cause the Partnership to pay all
installments of special assessments due and payable prior to the Closing Date and
Buyer shall pay all or cause the Partnership (as constituted after Closing) to pay
installments of special assessments due and payable on and after the Closing
Date; provided, however. that Seller shall not be required by the foregoing to
cause the Partnership to pay any installments of special assessments which have
not been confirmed or which relate to projects that have not been substantially
completed on the date hereof.
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6.3.5 Reassessments. In the event the PropertY has been assessed for
property tax purposes at such rates as would result in reassessment (i.e., "escape
assessment" or "roll-back taxes") based upon the change in land usage on or after
the Closing Date, Buyer hereby agrees to pay all such taxes and to indemnify and
save Seller harmless from and against all Liabilities for such taxes. Such
indemnity shall survive the Closing and not be merged therein.
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6.4 Other Property Oneratinl! Exnenses. Operating expenses for the
Property shall be prorated as of 12:01 a.m. on the Closing Date. Seller shall cause the
Partnership to pay all utility charges and other operating expenses attributable to the
Property to, but not including the Closing Date (except for those utility charges and
operating expenses payable by tenants in accordance with the Leases) and Buyer shall
pay all utility charges and other operating expenses attributable to the Property on or after
the Closing Date. To the extent that the amount of actual consumption of any utility
services is not determined prior to the Closing Date, a proration shall be made at Closing
based on the last available reading and post-closing adjustments between Buyer and
Seller shall be made within twenty (20) days of the date that actual consumption for such
pre-closing period is determined, which obligation shall survive the Closing and not be
merged therein. The Partnership shall receive a credit against the Purchase Price at
Closing in the amount of any deposits which the Partnership has with any of the utility
services or companies servicing the Property, provided Seller provides written notice of
the amount and existence thereof.
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6.5 Closinl! Costs. Buyer shall pay the following costs and expenses
associated with the following: (a) all costs of Buyer's Due Diligence, including fees due
its consultants and attorneys, (b) all lenders' fees related to any financing to be obtained
by Buyer, (c) the commission due Buyer's Broker, (d) all escrow or closing attendance
charges of the Title Company, (e) all premiums and charges of the Title Company for the
Title Commitment and the Owner's Title Policy (including endorsements), and (f) the
cost of updating the existing Survey. Seller shall pay the following costs apd expenses
associated with the Transaction: (i) the commission due Seller's Broker, (ii) all fees due
its attomeys, (iii) all costs incurred in connection with causing the Title Company to
Remove any Required Removal Exceptions or to Remove any other Title Objections to
the extent Seller specifically agrees in writing, at or prior to Closing, to cause Removal of
such matter, it being understood for purposes of this sentence that nothing in this
Agreement or any prior understanding or agreement of the parties shall be construed to
obligate Seller to so Remove or agree to Remove any such other Title Objections, (iv) all
costs incurred in connection with resolving the Partnership Search Matters, (v) all
transfer taxes, sales taxes, documentary stamp taxes and similar charges, if any,
applicable to the assignment of the Partnership Interests, if applicable to Buyer (but not
with respect to any financing to be obtained by Buyer), and (vi) the cost of providing the
existing Survey to Buyer. The obligations of the parties under this Section 6.5 shall
survive the Closing (and not be merged therein) or any earlier termination of'this
Agreement.
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6.6 Cash Security Deposits. At Closing, Seller shall give Buyer a credit
against the Purchase Price in the aggregate amount of any cash security deposits and
prepaid rent then held by the Partnership under the Leases, except to the extent a tenant
has vacated and the Partnership was entitled to use the same to offset tenant obligations
under a Lease.
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6.7 Aooortionment Credit. In the event the apportionments to be made at the
Closing result in a credit balance (a) to Buyer, such sum shall be paid at the Closing by
giving Buyer a credit against the Purchase Price in the amount of such credit balance, or
(b) to Seller, Buyer shall pay the amount thereof to Seller at the Closing by wire transfer
of immediately available funds to the account or accounts to be designated by Seller for
the payment of the Purchase Price.
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6.8 Delaved Adiustment: Deliverv of OperatiDI! and Other Statements. If
at any time following the Closing Date, the amount of an item prorated or credited at
Closing pursuant to this Article 6 shall prove to be incorrect (whether as a result of an
error in calculation or a lack of complete and accurate information as of the Closing), th",
party in whose favor the error was made shall promptly pay to the other party the sum
necessary to correct such error upon receipt of proof of such error, provided that such
proof is delivered to the party.from whom payment is requested on or before one (1) year
after Closing (such period being referred to herein as the "Post Closinl! Adiustment
Period"). In order to enable Seller to determine whether any such delayed adjustment is
necessary, Buyer shall provide to Seller current operating and financial statements (or
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such excerpts thereof as are sufficient to provide the information necessary for the
determination of such adjustments) for the Property no later than the date one (1) month
prior to the expiration of the Post-Closing Adjustment Period. The provisions of this
Section 6.8 shall survive the Closing and not be merged therein.
ARTICLE 7 - CLOSING
Buyer and Seller hereby agree that the Transaction shall be consummated as follows:
7.1 Closinl! Date. The parties shall conduct an escrow-style closing through
the Title Company (or such other party selected by Buyer and Seller) so that it will not be
necessary for any party to attend the Closing (Buyer and Seller shall have pre-Closings to
finalize and sign all documents not later than the day prior to Closing, and deliver such
items to the escrow agent).
7.2 Assil!fiment of Partnershiu Interests and Pavment of Purchase Price.
Provided all conditions precedent to Seller's obligations hereunder have been satisfied,
Seller agrees to convey the Partnership Interests to Buyer, or its designees as specified by
Buyer, upon confirmation of receipt of the Purchase Price by the Escrow Agent as set
forth below. Provided all conditions precedent to Buyer's obligations hereunder have
been satisfied, Buyer agrees to pay the amount specified in Article 3 by timely delivering
the same to the Escrow Agent no later than 5:00 p.m. Eastern Time on the Closing Date
and causing the Escrow Agent to deposit the same in Seller's designated account by 5:00
p.m. Eastern Time on the Closing Date. In addition, for each full or partial day after 5:00
p.m. Eastern Time on the Closing Date that Seller has not received in its account the
payment specified in Article 3. Buyer shall pay to Seller at Closing (and as a condition
thereto) an amount equal to the per diem proration in accordance with Article 6 for one
(1) day. Notwithstanding the foregoing or anything herein the contrary, Seller shall have
the right to tenninate this Agreement at any time if such payment is not received in
Seller's designated account(s) by 2:00 p.m. Eastern Time on the day following the
Closing Date.
7.3 Seller's Closinl! Deliveries. At the Closing, Seller shall deliver or cause
to be delivered the following:
(a) Assil!fiment Instrument. The assignment of Partnership Interests
("Assll!lunent ofPartnershiu Interest") in the form attached hereto as Exhibit D.
(b) Certificate of Personal Property. A certificate of personal
property in the form of Exhibit E attached hereto and incorporated herein by this
reference ("Certificate of Personal Propertv") executed by Seller.
(c) Certificate of Tenant Leases. A certificate of tenant leases which
shall include the Rent Roll, in the form of Exhibit F attached hereto and
incorporated herein by this reference ("Certificate of Leases") executed by Seller.
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(d) Certificate ofIntanl!ible ProDertv. A certificate of the Contracts
and the Other Property Rights in the form of Exhibit G attached hereto and
incorporated herein by this reference ("Certificate of Intangible ProoertY'')
executed by Seller.
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(e) Notice to Tenants and Vendors. A single form letter, executed
by Seller, duplicate copies of which shall be sent by Buyer after Closing to each
tenant under the Leases and each vendor under the Contracts, advising the tenants
and vendors of the assignment of Partnership Interests.
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(f) Non-Foreil!n Status Affidavit. A non-foreign status affidavit in
the form of Exhibit I attached hereto and incorporated herein by this reference, as
required by Section 1445 of the Internal Revenue Code, executed by Seller and
the Partnership, respectively.
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(g) Evidence of Authoritv. Documentation to establish to Buyer's
reasonable satisfaction the due authorization of Seller's execution of this
Agreement and all documents contemplated by this Agreement and the
consummation of the Transaction.
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(h) Closinl! Statement. A Closing Statement Agreement in the form
of Exhibit K attached hereto and incorporated herein by this reference (the
"Closing Statement'').
(i) Title Affidavit. A Vendor's Title Affidavit as is reasonably and
customarily required by the Title Company.
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0) Other Documents. Such other documents as may be reasonably
required by the Title Company or as may be agreed upon by Seller and Buyer to
consummate the Transaction.
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(k) Files and Records. All originals and copies of all documents,
instruments, agreements and contracts, including, without limitation, the
Partnership Agreement, the Leases, and the Contracts, relating to the Property, all
of the books, records and files (including electronic files and records) and all
permits, licenses, certificates of occupancy, and plans and specifications for the
Real Property, and all records relating to the Partnership, to the extent in Seller's
or its agents', managers' and employees' possession or control;
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(I) Tax Returns. If applicable, duly completed and signed real estate
transfer tax or sales tax returns and any new Financial Statements for the
Property, to the extent.not previously delivered to Buyer.
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(m) Kevs and Original Documents. Keys to all locks and other
security devices on the Real Property in Seller's or Seller's building manager's
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possession and originals or, if originals are not available, copies, of all of the
Property Documents, to the extent not previously delivered to Buyer.
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The items to be delivered by Seller in accordance with the terms of this Section 7.3 shall
be delivered to Escrow Agent no later than 5:00 p.m. Eastern Time on the last Business
Day prior to the Closing Date, except that the items in the paragraph entitled "Keys and
Original Documents" shall be delivered by Seller outside of escrow and shall be deemed
delivered if the same are located at the Property on the Closing Date.
7.4 Buver Closinl! Deliveries. At the Closing, Buyer shall deliver or cause to
be delivered the following:
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(a) Purchase Price. The Purchase Price, as adjusted for
apportionments and other adjustments required under this Agreement, plus any
other amounts required to be paid by Buyer at Closing.
(b) lntentionallv Omitted.
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(c)
lntentionallv Omitted.
(d) Buver's As-Is Certificate. The certificate of Buyer and' the
assigoees under the Assignment of Partnership Interest required under Article 5
hereof.
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(e) Evidence of Authoritv. Documentation to establish to Seller's
reasonable satisfaction the due authorization of Buyer's acquisition of the
Property and the Partnership Interests and Buyer's execution of this Agreement
and the documents required to be delivered by Buyer pursuant to this Agreement
and the consummation of the Transaction.
(f) Closinl! Statement. The Closing Statement.
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(g) Other Documents. Such other documents as may be reasonably
required by the Title Company or may be agreed upon by Seller and Buyer to
consummate the Transaction.
(h) Tax Returns. If applicable, duly completed and sigoed real estate
transfer tax or sales tax returns.
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The Purchase Price shall be paid in accordance with the terms of Section 7.2 hereof and
the items to be delivered by Buyer in accordance with the terms of Subsections (d)-(i)
and following of this Section 7.4 shall be delivered to Escrow Agent no later than 5 :00
p.m. Eastem Time on the last Business Day prior to' the Closing Date.
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ARTICLE 8. CONDITIONS TO CLOSING
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8.1 Conditions to Seller's Oblil!ations. Seller's obligation to close the
Transaction is conditioned on all of the following, any or all of which may be waived by
Seller by an express written waiver, at its sole option:
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(a) Renresentations True. All representations and warranties made
by Buyer in this Agreement shall be true and correct in all material respects on
and as of the Closing Date, as if made on and as of such date except to the extent
they expressly relate to an earlier date;
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(b) Buver's Financial Condition. No petition has been filed by or
against Buyer under the Federal Bankruptcy Code or any similar state or federal
Law, whether now or hereafter existing; and
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(c) Buver's Deliveries Complete. Buyer shall have delivered the
funds required hereunder and all of the documents to be executed by Buyer set
forth in Section 7.4 and shall have materially performed all other covenants,
undertakings and obligations, and materially complied with all conditions
required by this Agreement, to be performed or complied with by Buyer:' at or
prior to the Closing.
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8.2 Conditions to Buver's Obliutions. Buyer's obligation to close the
Transaction is conditioned on all of the following, any or all of which may be expressly
waived by Buyer in writing, at its sole option:
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(a) Representations True. Subject to the provisions of Section 9.3.
all representations and warranties made by Seller in this Agreement, as the same
may be amended as provided in Section 9.3. shall be true and correct in all
material respects on and as of the Closing Date, as if made on and as of such date
except to the extent that they expressly relate to an earlier date;
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(b) Title Conditions Satisfied. At the time of the Closing, title to the
Property shall be vested in the Partnership, subject only to the Permitted
Exceptions as provided in Article 4 of this Agreement;
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(c) Partnership Matters. At the time of the Closing, the Partnership
Interests shall be free of all1iens, claims and encumbrances, subject only to the
Partnership Search Matters waived by Buyer, if any, as provided in Article 4A of
this Agreement;
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(d) Seller's Deliveries Comnlete. Seller shall have delivered all of
the documents and other items required pursuant to Section 7.3 and shall have
performed all other covenants, undertakings and obligations, and complied with
all conditions required by this Agreement, to be performed or complied with by
Seller at or prior to the Closing.
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(e) The Site Plan Approval (as defined in Section 8.5) shall have been
granted and is final, unless waived by Buyer.
(f) There shall be no material adverse change in the condition of the
Property, reasonable wear and' tear and casualty excepted, and subject to the
provisions of Article 12.
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8.3 Waiver of Failure of Conditions Precedent. At any time or times on or
before the date specified for the satisfaction of any condition, Seller or Buyer may elect
in writing to waive the benefit of any such condition set forth in Section 8.1 or Section
8.2. respectively. By closing the Transaction, Seller and Buyer shall be conclusively
deemed to have waived the benefit of any remaining unfulfilled conditions set forth in
Section 8.1 and Section 8.2. respectively, provided, however, that nothing in this Section
8.3 shall effect or diminsh Seller's and/or Tarragon's obligations under Section 10.2.3.
In the event any of the conditions set forth in Section 8.1 or Section 8.2 are neither
waived nor fulfilled, Seller or Buyer (as appropriate) may exercise such rights and
remedies, if any, that such party may have pursuant to the terms of Article 11 hereof.
Nothing in this Section 8.3 shall be deemed to limit any provisions hereof that expressly
survive Closing. Notwithstanding anything herein to the contrary, including, but' not
limited to Section 11.2. to the extent Buyer is entitled to terminate this Agreement due to
a failure to satisfy the condition described in Section 8.2(e) only, then provided all other
Buyer conditions to Closing have been satisfied or waived by Buyer and Buyer is not in
default beyond any specifically applicable notice and cure period, then the Initial Deposit
and Extension Deposit (if any) shall be non-refundable to Buyer and paid to Seller and
the Secondary Deposit shall be refunded to Buyer.
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8.4 Intentionallv Omitted.
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8.5
Approvals.
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(a) The obligation of Buyer to consummate the acquisition of the
Property is expressly contingent upon Seller obtaining, at Seller's expense the
following consents and approvals (collectively referred to as "Site Plan
Approval"):
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(i) Final approval by the City of A ventura, Florida ("City") or the
appropriate instrumentality thereof, the Miami-Dade County Department of
Environmental Resources Management and the Shoreline Development Review
Committee, of that certain proposed site plan that includes 526 residential units
and aFAR of 2 for the Project and the expiration of all appeals periods without
any Appeal, as defined below, being brought or if brought, resolved to the
reasonable satisfaction of Buyer. A copy of the proposed site plan as submitted
by Seller to the City is attached hereto as Exhibit M.
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(ii) The consent of all private third parties and any
governmental or quasi-governmental agencies having jurisdiction over
improvements to the ingress and egress easement areas servicing the
Project as may be required by the City as a condition of the City's consent
to the proposed site plan in accordance with subsection (a)(i) above and
the expiration of all appeals periods without any Appeal being brought or
if brought, resolved to the reasonable satisfaction of Buyer.
(b) Seller agrees to use its commercially reasonable diligent efforts to
obtain the Site Plan Approval. Seller has made application to the City for the Site
Plan Approval. Buyer shall cooperate with Seller in all respects in obtaining the
Site Plan Approval. Seller (with Buyer's coopemtion) shall diligently respond to
Governmental Authorities when said authorities request modifications,
clarifications or additional materials with respect to the issuance of the Site Plan
Approval. Seller shall keep Buyer apprised on a regular basis of its efforts to
obtain the Site Plan Approval. Upon request by Buyer, Seller shall send Buyer
copies of material submissions made to Governmental Authorities in connection
with obtaining the Site Plan Approval. In the event this Agreement continues in
effect during the pendency of any "Appeal" (which shall mean an appeal brought
by a third party against the granting of the Site Plan Approval in accordance.with
applicable Laws), Seller shall use its commercially reasonable efforts to cause the
Site Plan Approval to be upheld, and Buyer shall cooperate in such efforts.
(c) If the Approval Date, as defined below, has not occurred on or
prior to the Closing Date, as extended by payment of the Extension Deposit in
accordance with this Agreement, Buyer shall have the right to elect to extend the
Closing Date (the" Approval Extension Option") for successive periods of thirty
(30) days (or less for the last such period) ("Approval Extension Period") until
September 19, 2006 ("Approval Extension Deadline''). Buyer shall make such
election by delivering written notice of its election three (3) Business Days prior
to the expiration of the then-applicable Approval Extension Period and paying
directly to Seller (by federal funds wire transfer) a payment of Four Hundred
Thousand Dollars ($400,000.00) ("Approval Extension Payment") for each
Approval Extension Period prior to 5:00 p.m. (Eastern Time) on the expiration of
the then-applicable Approval Extension Period. Buyer shall deliver written notice
of its election to make the first Approval Extension Payment no later than ten (10)
Business Days prior to the Closing Date (as extended) ("Extension Notice") and
shall make the Approval Extension Payment on or before 5:00 p.m. (Eastern
Time) on September 19, 2005 as such First Extension Date may be extended as
contemplated in the definition of "Closing Date". The Approval Extension
Payments shall not be applicable to the Purchase Price and shall be non-
refundable to Buyer except in the event of Seller's default and except as otherwise
specifically set forth in this Agreement. To the extent the Approval Date occurs
prior to the expiration of an Approval Extension Period, the Buyer and Seller shall
proceed to Closing in accordance with this Agreement within thirty (30) Business
Days of the Approval Date and.the fmal Approval Extension Payment shall be
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prorated through the Closing Date. In the event Site Plan Approval is not
obtained by the expiration of the then-applicable Approval Extension Period and
Buyer has not made an Approval Extension Payment in accordance with this
Section 8.5. then Buyer shall be deemed to have elected to terminate this
Agreement, and in such event the Initial Deposit shall be non-refundable to
Buyer; the Extension Deposit and Secondary Deposit shall be promptly paid to
Buyer; and neither party shall thereafter have any further liability or obligations
hereunder except as expressly set forth in the Agreement.
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(d) For purposes of determining the Closing Date during the Approval
Extension Period, the Site Plan Approval shall be deemed obtained on the date
(the "Approval Date") that Seller's application therefore is formally and finally
approved by the City and the other applicable entities referenced in Section
8.5(a)(i) above after the expiration of all Appeal periods or resolution of all
Appeals to Buyer's reasonable satisfaction.
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(e) Buyer shall have the right to waive the Site Plan Approval
contingency set forth in this Section 8.5 at any time while this Agreement remains
in effect, by giving written notice thereof to Seller and the parties shall proceed to
Closing within thirty (30) days of delivery of such notice.
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(f) In the event that the Approval Date is after March I, 2006, then
Buyer shall not be obligated to close on the Closing Date if the Real Property is
not vacant of all tenants and other parties in possession, provided Buyer delivers
written notice of its intention to close 65 days prior to the Closing Date. Seller
shall have the right to adjourn the Closing Date until the Real Property is vacant
(and Buyer shall remain obligated to close the Transaction without a reduction of
the Purchase Price) and at such time, the parties shall proceed to Closing within
three (3) Business Days of vacancy. If Buyer waives the vacancy condition then
the parties proceed to Closing within 30 days of the Approval Date. In no event
shall Seller have an obligation to deliver the Real Property vacant oftenants.to the
extent the Closing Date is on or before March 31, 2006.
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(g) (i) To the extent the City enacts a moratorium and as a result
thereof, the FAR of the Property is reduced below 2.0 or the number of permitted
residential units is reduced below 526, then within ten (10) days after the Seller's
written notice to Buyer of the effectiveness of such reduction, Buyer shall be
entitled to terminate this Agreement by delivering written notice thereof to Seller
on or before the expiration of such 10-day period and this Agreement shall be
deemed terminated and the Deposit and any Approval Extension Payments shall
be returned immediately to Buyer and the parties shall have no further obligations
hereunder except those that specifically survive termination of this Agreement. If
Buyer does not deliver the aforementioned notice, Buyer shall be deemed to have
waived its right to terminate this Agreement pursuant to this Section 8.5( e)(it ~.
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(ii) If at any time during the term of this Agreement the City
proposes to Seller terms for a site plan that would reduce the FAR of the Property
below 2.0 or the number of permitted residential units below 526 and Seller
would agree to proceed with such proposal, then Seller shall deliver Buyer written
notice of such proposal ("Proposal Notice''). Within five (5) Business Days after
receipt of the Proposal Notice, Buyer shall deliver written notice to Seller of
Buyer's election to either terminate this Agreement or proceed to Closing. If
Buyer elects to terminate this Agreement, then the Deposit and any Approval
Extension Payments shall be returned immediately to Buyer and Buyer shall also
have the right to recover the documented, actual, out-of-pocket expenses incurred
by Buyer in connection with this Agreement and Buyer's due diligence
investigation of the Property up to One Million Dollars ($1,000,000.00) in the
aggregate and this Agreement shall be deemed terminated and the parties shall
have no further obligations hereunder except those that specifically s\lrYive
termination of this Agreement. If Buyer elects to proceed to Closing, then the
Site Plan Approval condition set forth in Section 8.5(a) shall be modified to delete
the FAR 2.0 and 526 unit requirements and instead reflect the FAR and/or number
of units set forth in the Proposal Notice. If Buyer fails to timely respond to the
Proposal Notice, Buyer shall be deemed to have elected to "proceed to Closing."
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(ill) If the City enacts a moratorium that results in the prohibition' or
official tolling of the continued review of the Site Plan application ("Review
Moratorium'') by the City and/or the other applicable entities referenced in
Section 8.5(a)(i) above, then the Approval Extension Deadline shall be extended
for 180 days or the number of days the Review Moratorium is in effect,
whichever is shorter ("Moratorium Period"). Buyer's obligation to make. any
Approval Extension Payment shall be suspended until the expiration of the
Moratorium Period and no Approval Extension Payments shall be due and
payable during the Moratorium Period. In the event that the Review Moratorium
is fully and finally lifted during the Moratorium Period, this Agreement shall
immediately upon such lifting continue in effect. In the event that this Agreement
shall continue in effect after the expiration of the Moratorium Period, either as a
result of the lifting of the Review Moratorium or the exercise of the option in
clause (iv) (A) (1) below, Buyer shall resume payment of the Approval Extension
Payments for each 30 day period for which Buyer exercises its Approval
Extension Option as provided in Section 8.5(c),
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(iv) In the event and only in the event that the Review Moratorium is not
lifted during the Moratorium Period, within five (5) Business Days after the
expiration of the Moratorium Period, Seller shall deliver written notice to Buyer
of Seller's election ("Seller's Election") to either:
(A) Grant Buyer the option, at Buyer's election, to either:
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(1) proceed with the transaction as contemplated by this Agreement in
accordance with the applicable terms hereof and authorize the release of the Initial
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Deposit from Escrow Agent to Seller (it being acknowledged that any such release shall
not diminish any rights of Buyer to the return of the Initial Deposit as expressly set forth
in this Agreement); or
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(2) terminate this Agreement and receive a return of the Deposit and all
interest earned thereon within two (2) Business Days after such election by Buyer,
whereupon this Agreement shall terminate and the parties shall have no further rights or
obligations hereunder except for obligations which expressly survive the termination of
this Agreement;
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Buyer's election of either (1) or (2) immediately above must occur within five (5)
Blisiness Days after its receipt of Seller's Election, the failure of which shall result in
Buyer electing (1) above.
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(B) To have this Agreement continue in effect for an additional period
of time (the "Additional Moratorium Period") equal to 180 days or the number of
days a Review Moratorium continues in effect, whichever is shorter. Buyer's
obligation to make the any Approval Extension Payments shall be suspended until
the expiration of the Additional Moratorium Period and no Approval Extension
Payments shall be due and payable during the Additional Moratorium Period.
Upon the expiration of the Additional Moratorium Period, Seller shall, within five
(5) Business Days thereafter, deliver written notice of the Seller's Election
described in Section 8.5(g)(iv)(A) only and Buyer shall have the right to elect
either option (1) or (2) thereunder and subject to the time period set forth therefor,
provided that, Buyer's right to elect such option (2) shall only be applicable if a
Review Moratorium is continuing, it being understood that in the event that the
Review Moratorium is fully and finally lifted during the Additional Moratorium
Period, this Agreement shall immediately upon such lifting. continue in effect. In
the event that this Agreement shall continue in effect after the expiration of the
Additional Moratorium Period, Buyer shall resume payment of the Approval
Extension Payments for each 30 day period for which Buyer exercises its
Approval Extension Option as provided in Section 8.5(c).
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Buyer's rights under this Section 8.5(g)(iv) are in addition to and not in lieu of Buyer's
rights under Section 8.5(g)(i).
ARTICLE 9 - REPRESENTATIONS AND WARRANTIES
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9.1 Buver's ReDresentations. Buyer represents and warrants to the best of
Buyer's knowledge to, and covenants with, Seller as follows:
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9.1.1 Buver's Authorization. Buyer (and as used in this Section 9. 1. l.
the tenn Buyer includes any general partners or managing members of Buyer)
(a) is duly organized (or formed), validly existing and in good standing under the
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Laws of its State of organization and, as and to the extent required by Laws for
this Transaction, the State in which the Property is located, (b) is authorized to
consummate the Transaction and fulfill all ofits obligations hereunder and under
all documents contemplated hereunder to be executed by Buyer, and (c) has all
necessary power to execute and deliver this Agreement and all documents
contemplated hereunder to be executed by Buyer, and to perform all of its
obligations hereunder and thereunder. 1bis Agreement and all documents
contemplated hereunder to be executed by Buyer, have been du1y authorized by
all requisite partnership, corporate or other required action on the part of Buyer
and are the valid and legally binding obligation of Buyer, enforceable in
accordance with their respective terms. Neither the execution and delivery of this
Agreement and all documents contemplated hereunder to be executed by Buyer,
nor the performance of the obligations of Buyer hereunder or thereunder will
resu1t in the violation of any Law or any provision of the organizational
documents of Buyer or will conflict with any order or decree of any court or
governmental instrumentality of any nature by which Buyer is bound. The
individua1(s) executing this Agreement and any Closing documents on behalf of
Buyer have the legal power, right and actual authority to bind Buyer to the terms
hereof and thereof.
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9.1.2 Buver's Financial Condition. No petition has been filed by or
against Buyer under the Federal Bankruptcy Code or any similar state or federal
Law.
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9.1.3 Buver's Desimee. The Buyer's Designees are the persons
employed or otherwise affiliated with Buyer who have the most significant
knowledge about Buyer's Due Diligence and who are responsible for managing,
overseeing, directing and reviewing Buyer's Due Diligence in connection with the
Transaction. All Buyer's Reports and other Due Diligence shall be directed and
delivered to Buyer's Designees.
9.1.4 Survival. Buyer's representations shall survive Closing for a
period of 180 days.
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follows:
Seller's Renresentations. Seller represents and warrants to Buyer as
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9.2.1 Seller's Authorization. Seller (and as used in this Section 9.2.l.
the term Seller includes any general partners or managing members of Seller)
(a) is duly organized (or formed), validly existing and in good standing under the
Laws of its State of organization and, as and to the extent required by applicable
Laws, of the State in which the Property is located, (b) is authorized to
consummate the Transaction and fulfill all of its obligations hereunder and under
all documents contemplated hereunder to be executed by Seller, (c) has all
necessary power and authority to execute and deliver this Agreement and all
documents contemplated hereunder to be executed by Seller, and to perform all of
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its obligations hereunder and thereunder, (d) is the sole and beneficial owner of
the Partnership Interests which constitute 100% of the ownership interests in the
Partnership and has full and complete title thereto with the right to sell the
Partnership Interests, ( e) represents and warrants that there are no liens, pledges or
other encumbrances of any kind against the Partnership Interests and (f) has not
entered into any other agreement to transfer its Partnership Interests or any
portion thereof and there are no undisclosed interests, present or future, in the
Partnership Interests or the Partnership, nor does Seller know of any assertion of
such interest or any other circumstances which wou1d entitle any person to assert
such an interest. 1bis Agreement and all documents contemplated hereunder to
be executed by Seller, have been duly authorized by all requisite partnership,
corporate or other required action on the part of Seller and are the valid and
legally binding obligation of Seller, enforceable in accordance with their
respective terms. Neither the execution and delivery of this Agreement and all
documents contemplated hereunder to be executed by Seller, nor the performance
of the obligations of Seller hereunder or thereunder will result in the violation of
any Law or any provision of the organizational documents of Seller or will
conflict with any order or decree of any court or governmental instrumentality of
any nature by which Seller is bound. The individua1(s) executing this Agreement
and any Closing documents on behalf of Seller have the legal power, right. and
authority to bind such Seller to the terms hereof and thereof. With respect to the
foregoing representations and warranties, each of TARR GP, TARR LP and
Shefaor shall be deemed to make such representations and warranties on its own
behalf only and not on behalf of any other partner of the Partnership.
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9.2.2 Other Seller's ReDresentations.
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(a) Seller and the Partnership are not a party to any litigation,
arbitration or administrative proceeding with any person concerning any
aspect of Property or which affects Seller's rights to the Property.
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(b) As of the date of this Agreement, except for (i) the
Contracts listed in Exhibit B attached hereto, (ii) the Leases, and (Hi) the
Permitted Exceptions, the Partnership has not entered into any contracts,
subcontracts or agreements affecting the Property that will be binding
upon Buyer after the Closing.
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(c) Except as listed in Exhibit N attached hereto, the
Partnership has not received any written notice of default from any parties
to the Contracts that has not been cured by the Partnership on or before the
date hereof, nor has the Partnership delivered a written notice of defau1t to
such parties that has not been cured.
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(d) As of the date of this Agreement, the only parties having
possessory rights or tenants under signed Leases at the Property are the
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tenants listed in Exhibit 0 attached hereto and incorporated herein by this
reference.
( e) Except as listed in Exhibit N attached hereto, as of the date
of this Agreement and except for violations that have been cured in
accordance with applicable law, the Partnership has not received any
written notice from any governmental authority with respect to the
violation of any zoning law or ordinance or any other laws with respect to
the Property.
(f) The rent roll attached as Exhibit 0 and incorporated
herein by this reference (the "Rent Roll"), including any explanatory
footnotes thereto, is true, correct and complete in all material respects.
(g) No Rents or Leases have been assigned, transferred or
hypothecated by the Partnership, except by virtue of mortgage loan
instruments which shall be paid in full by Seller at or prior to Closing, and
except as set forth in Exhibit B attached hereto with respect to leasing
commission agreements with respect to the Property.
(b) Seller has no environmental reports concerning the
Property in its possession or control, other than those provided to Buyer
during the Due Diligence Period and other than as may be set forth in such
reports, Seller has no actual knowledge, without independent inquiry, of
the presence on or under the Property of any hazardous materials or
hazardous substances, as such terms are defined in applicable federal and
state environmental laws, in a manner which violates any such laws.
(i) There are no brokerage agreements with respect to leasing
the Property except for locater agreements agreed to in the normal course
of business which payments shall be the responsibility of Seller, provided
such payments relate to leases entered into prior to the Closing Date.
9.2.3 Seller's PartnershiD Warranties. Seller represents and warrants
to Buyer as follows:
(a) The Partnership Interests constitute 100% of the ownership
interests in the Partnership, and no person or entity other than Buyer has
any option or right to acquire any interest in the Partnership.
(b) No written notice, judgment, writ, decree, injunction or order
entered in any action, suit or proceeding from any federal, state, county,
muuicipal or. other governmental or quasi-governmental agency,
department, board, commission, bureau or other entity or instrumentality
(each, a "Governmental Authority") has been received by Seller or the
Partnership of the violation of any applicable federal, state, county,
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municipal or other governmental or quasi-governmental statute, law,
ordinance, judgment, writ, decree, injunction, rule, ruling, regulation,
restriction or order relating to the Partnership's organization as an entity or
internal administration (all of the foregoing being hereinafter, collectively
referred to as the "Le\!al Reauirement''), which violation has not been
corrected.
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( c) Except as listed in Exhibit N attached hereto and incorporated
herein by this reference, there is no current or pending litigation,
arbitration or administrative proceeding against or involving the'
Partnership.
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(d) There are no employees of Seller or the Partnership whom
Buyer or the Partnership will be obligated to retain or compensate or
provide benefits for after the Closing Date.
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( e) The Partnership is a limited partnership, duly organized,
validly existing and in good standing under the laws of the State of Florida
and its status is active. The only activities conducted by the Partnership
since its inception have been the acquisition, development, construction,
ownership and operation of the Property and the Partnership owns no
assets other than as disclosed herein.
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(f) The Partnership has at all times since the date of its formation
and through the date hereof, been, held itself out as, claimed to be, and
conducted its business as, a partnership (as such term is defined in the
Internal Revenue Code of 1986, as arnended (the "Code")) and has at all
times had a reasonable basis within the meaning of Section 6662 of the
Code for claiming such classification. The Partnership has not filed an
election to be treated as an association taxable as a corporation for United
States federal income tax purposes or for state or local incOme tax
purposes. Neither the Partnership nor Seller has been notified, either by
oral or written communication, of any examination concerning the
classification of the Partnership as a partnership under the Code, or of any
audit or potential audit of the tax return of the Partnership, on a federal,
state or local level.
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(g) To Seller's knowledge, neither the Partnership nor any party
comprising Seller is in default in respect of any of its contractual
obligations relating to the organization of the Partnership as an entity or
internal administration or affairs of the Partnership (as opposed to the
Property) that would have an adverse affect on the Partnership after the
effectiveness of the transaction contemplated hereby.
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(h) All tax returns required by law to be f1!ed by the Partnership
prior to the Closing will be filed (or extensions to file will be obtained and
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such returns will be filed before the expiration of such extensions), and all
taxes, if any, shown on such returns or otherwise determined to be due,
together with any interest or penalties thereon, will have been paid.
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(i) The Partnership Agreement remains in full force and effect and
has not been modified or amended other than as set forth in Exhibit J. A
true, complete and correct copy of the Partnership Agreement and its
certificate of limited partnership as amended to date, is attached hereto as
Exhibit J.
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G) Each of TARR GP, TARR LP and Shefaor owns all of its
Partnership Interests. Neither party makes any representation or warranty
concerning the other party's ownership of such other party's Partnership
Interests.
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(k) There is not currently pending, and Seller knows of no
threatened (i) audit or investigation of the Partnership with respect to any
liability for income taxes relating to the Partnership for which the
Partnership may be liable or (ll) any threatened claims or assessments for
income taxes against or relating to the Partnership. The Partnership' has
not granted any waiver of any applicable statute of limitations or any
consent for the extension of the time for the assessment of any tax against
the Partnership that is currently in effect (this shall not include extensions
to file tax returns).
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(I) Intentionally omitted.
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(m) The Operating and Financial Statements for the Property,
which are attached hereto as Exhibit H are true, correct and complete in
all material respects as of their respective dates.
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(n) As of the date hereof (or the respective date identified on a
document), the only asset of the Partnership is the Property and the only
Liabilities of the Partnership, actual and contingent, are those relating to
the Property, as fully disclosed herein, including without limitation, the
Leases, Contracts, Permitted Exceptions and Partnership Search Matters
and those set forth on Exhibit H. At Closing, the only asset of the
Partnership is the Property and the only Liabilities of the Partnership,
actual and contingent, are those relating to the Property, as fully disclosed
herein, including without limitation, the Leases, Contracts, Permitted
Exceptions and Partnership Search Matters and those on the financial and
operating statements and any tax returns delivered to Buyer (and Seller
shall deliver its most recent statements and tax returns to Buyer).
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(0) The Designated Employees are the persons employed or
otherwise affiliated with the Seller who have the most significant
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knowledge about the Partnership, Seller and the Property and whose
knowledge is current with respect thereto.
(P) The Partnership has du1y filed all required Federal, State, local
and any other income, employment, real and personal property, intangible
and documentary stamp tax returns of the Partnership required to be filed
on or prior to the date hereof (or extensions have been granted), and has
paid all taxes, fees, assessments, interest and penalties due in connection
with such returns. All such returns are true, accurate and complete in all
material respects. The Partnership is current in all other governmental or
quasi-governmental tax returns.
(q) No Seller has (i) made a general assignment for the benefit of
creditors, (ii) filed any voluntary petition in bankruptcy or suffered the
filing of any involuntary petition by such Seller's creditors, (iii) suffered
the appointment of a receiver to take possession of any of the Property or
all, or substantially all, of such Seller's other assets, (iv) suffered the
attachment or other judicial seizure of any of the Property or all, or
substantially all, of such Seller's other assets, (v) admitted in writing its
inability to pay its debts as they come due, or (vi) made an offer of
settlement, extension or composition to its creditors generally.
(r) As of the dates of the information on Exhibit H the Property,
all machinery and all fixtures attached to or made a part of the Property
(other than owned by tenants) is now owned or leased and will on the
Closing Date be owned or leased by the Partnership free and clear of any
conditional bills of sale, chattel mortgages, security agreements or
financing statements or other security interests of any kind except for the
interests of any secured lender of the Partnership disclosed on the financial
or operating statements attached as Exhibit H.
(s) The Partnership has never adopted or had in effect any
qualified retirement plans, pension plans or other employee benefit plans.
(t) To our knowledge, the Partnership does not do business in or
derive income from any state, local, territorial or foreign taxing
jurisdiction, other than the State of Florida.
As used in this Section, the words "Seller's knowledge" relate to each individual
partner's "Seller's knowledge" on its own behalf and not on behalf of any other
partner in the Partnership. The Designated Employees are the persons employed,
or otherwise affiliated with the Partnership who have the most significant
knowledge about the Partnership and the Property.
9.3 General Provisions.
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9.3.1 No ReDresentation As to Leases. Seller does not represent or
warrant that any particular Lease or Leases will be in force or effect on the
Closing Date or that the tenants will have performed their obligations thereunder.
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9.3.2 Seller's Warranties Deemed Modified. To the extent that Buyer
knows or is deemed to know prior to the expiration of the Due Diligence Period
that Seller's Warranties are inaccurate, untrue or incorrect in any way, and Buyer
elects to proceed with this transaction notwithstanding such knowledge, such
Seller's Warranties shall be deemed modified to reflect Buyer's knowledge or
deemed knowledge, as the case may be.
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9.3.3 Notice of Breach: Seller's Ril!ht to Cure. If after the expiration
of the Due Diligence Period but prior to the Closing, Buyer's Designees obtain
actual knowledge that any of Seller's Warranties are untrue, inaccurate or
incorrect in any material respect, Buyer shall give Selle!! written notice thereof
within five (5) Business Days of obtaining such knowledge (but, in any event,
prior to the Closing). If at or prior to the Closing, Seller obtains actual knowledge
that any of Seller's Warranties are untrue, inaccurate or incorrect in any material
respect, Seller shall give Buyer written notice thereof within five (5) Business
Days of obtaining such knowledge (but, in any event, prior to the Closing), In
either such event, Seller shall have the right to cure the underlying condition
giving rise to such misrepresentation or breach and shall be entitled to a
reasonable adjournment of the Closing (not to exceed thirty (30) days) for the
purpose of such cure. If .Seller is unable to so cure any misrepresentation or
breach, then Buyer, as its sole remedy for any and all such materially untrue,
inaccurate or incorrect material representations or warranties, shall elect either
(a) to waive such misrepresentations or breaches of representations and warranties
and consummate the Transaction without any reduction of or credit against the
Purchase Price, or (b) to terminate this Agreement by written notice given to
Seller on the Closing Date, in which event this Agreement shall be terminated,
any Deposit, together with any interest hereon shall be returned to Buyer, and,
thereafter, neither party shall have any further rights or obligations hereunder
except as provided in any section hereof that by its terms expressly provides that
it survives any termination of this Agreement or (c) seek specific performance of
this Agreement. If any of Seller's Warranties are untrue, inaccurate or incorrect
but are not, in the aggregate, untrue, inaccurate or incorrect in any material
respect, Buyer shall be deemed to waive such misrepresentation or breach of
warranty, and Buyer shall be required to consummate the Transaction without any
reduction of or credit against the Purchase Price. The untruth, inaccuracy or
incorrectness of Seller's Warranties shall be deemed material only if Buyer's
aggregate damages resulting from the untruth, inaccuracy or incorrectness of
Seller's Warranties are reasonably estimated to exceed $10,000.00.
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9.3.4 Survival: Limitation on Seller's Liability. Seller's Warranties
shall survive the Closing and not be merged therein for a period of one hundred
eighty (180) days and Seller shall only be liable to Buyer hereunder for a breach
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of Seller's Warranties (except Seller's Partnership Warranties) made herein or in
any of the documents executed by Seller at the Closing with respect to which a
claim is made by Buyer against Seller on or before two hundred forty (240) days
after the date of the Closing. Seller's Partnership Warranties shall survive the
Closing for eighteen (18) months. Anything in this Agreement to the contrary
notwithstanding, the maximum aggregate liability of Seller for breaches of
Seller's Warranties shall be limited as set forth in Section 15.15 hereof.
Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby
expressly waives, relinquishes and releases any right or remedy available to it at
law, in equity, under this Agreement or otherwise to make a claim against Seller
(or Tarragon Corporation ("Tarral!on"), as the case may be) for damages that
Buyer may incur, or to rescind this Agreement and the Transaction, as the resu1t
of any of Seller's Warranties being untrue, inaccurate or incorrect if (a) Buyer
knew or is deemed to know that such representation or warranty was untrue,
inaccurate or incorrect at the time of the Closing, or (b) Buyer's damages as a
resu1t of such representations or warranties being untrue, inaccurate or incorrect
are reasonably estimated to aggregate less than $10,000.00. Nothing in this
Section 9.3.4 shall effect or dirninsh Seller's and/or Tarragon's obligations under
Section 10.2.3.
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ARTICLE 10 - COVENANTS
10.1 Buver's Covenants. Buyer hereby covenants as follows:
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10.1.1 Confidentiality. Buyer acknowledges that any information
heretofore or hereafter furnished to Buyer with respect to the Partnership Interests
or the Property has been and will be so furnished on the condition that Buyer
maintain the confidentiality thereof. Accordingly, Buyer shall hold, and shall
cause Buyer's Representatives to hold, in strict confidence, and Buyer shall not
disclose, and shall prohibit Buyer's Representatives from disclosing, to any other
person without the prior written consent of Seller until the Closing shall have
been consummated, (a) the terms of the Agreement, (b) any of the information in
respect of the Partnership Interests or the Property delivered to or for the benefit
of Buyer whether by any Buyer's Representatives or by Seller or any of the Seller
Parties, including, but not limited to, any information heretofore or hereafter
obtained by Buyer or any Buyer's Representatives in connection with its Due
Diligence, and (c) the identity of the Seller, and, if applicable, the identity of any
direct or indirect owner of any beneficial interest in Seller. In addition, Buyer
hereby agrees that, after Closing, it shall continue to hold, and shall cause Buyer's
Representatives to hold, the terms of this Agreement and the identity of Seller,
and, if applicable, the identity of any direct or indirect owner of any beneficial
interest in Seller in strict confidence, and Buyer shall not disclose, and shall
prohibit Buyer's Representatives from disclosing, such information to any other
person without the prior written consent of Seller. In the event the Closing does
not occur or this Agreement is terminated, Buyer shall promptly return to Seller
all copies of documents contaiuing any of such information without retaiuing any
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copy thereof or extract therefrom. Notwithstanding anything to the contrary
hereinabove set forth, Buyer may disclose such information (i) on a need-to-know
basis to its employees, members of professional firms serving it or potential
lenders, investors, joint venture partners and unit purchasers, (ii) as required by
applicable' Laws or as any governmental agency may require in order to comply
with applicable Laws, or (iii) to the extent that such information is a matter of
public record. The provisions of this Subsection 10.1.1 shall survive any
termination of this Agreement.
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10.1.2 Buver's Indemnitv. In addition to the indemnification set forth in
the Buyers' As- Is Certificate that Buyer is delivering in connection with the
Closing, Buyer hereby agrees to indemnify, defend, and hold Seller and each of
the other Seller Parties free and harmless from and against any and all Liabilities
(including reasonable attomeys' fees, expenses and disbursements) arising out of
or resulting from (a) the breach of the terms of Subsection 10.1.1 or (b) the entry
on the Real Property and/or the conduct of any Due Diligence by Buyer or any of
Buyer's Representatives at any time prior to the Closing; provided, however, that
Buyer's obligations under this clause (b) shall not apply to the mere discovery of
an pre-existing environmental or physical condition at the Property. The
foregoing indemnity shall survive the Closing (and not be merged therein)'or. any
earlier termination of this Agreement.
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10.2 Seller's Covenants. Seller hereby covenants as follows:
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10.2.1 Service Contracts.
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(a) Without Buyer's prior consent, between the date hereof and the
Closing Date Seller shall not permit the Partnership to extend, renew, replace or
modifY any Contract or enter into any new service contract or agreement unless
such Contract, service contract or agreement (as so extended, renewed, replaced
or modified) can be terminated by the owner of the Property without penalty on
not more than thirty (30) days' notice. Seller shall provide Buyer not less than
three (3) Business Days' prior written notice to provide its consent to any such
contract, extension, renewal, replacement or modification. If Buyer fails to object
in writing to any such proposed action within three (3) Business Days after receipt
of the aforementioned notice, Buyer shall be deemed to have approved the
proposed action. Buyer's consent shall not be unreasonably withheld or delayed
with respect to any such transaction that is proposed prior to the end of the Due
Diligence Period, but thereafter, Buyer, in its sole and absolute discretion, shall be
entitled to grant or withhold its consent with respect to any such transaction that is
proposed between the end of the Due Diligence Period and the Closing.
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(b) On or .before the Closing, Seller shall cause the Partnership to
terminate any management, development, consu1ting agreements currently in
effect with respect to the Property and to which the Partnership is a party
including without limitation any agreements with Shefaor Development LLC,
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Aventura Tarragon GP, LLC, and Aventura Tarragon LP, LLC at the sole cost
and expense of Seller and deliver written evidence thereof. In addition, if Buyer
notifies Seller in writing prior to the expiration of the Due Diligence Period that
Buyer elects to have any other Contracts terminated prior to Closing, Seller shall
use good faith and reasonable efforts to cause the Partnership to tenninate such
Contracts so designated by Buyer effective as of the Closing Date; provided,
however, that in no event shall Seller or the Partnership be required by the
foregoing to pay any sums (or incur any other liability) to the other parties to said
Contracts in connection therewith. If Seller is unable to cause the Partnership to
so terminate the Contracts mentioned in the immediately preceding sentence
effective as of the Closing Date without payment of a termination fee, such
Contracts shall continue to be obligations of the Partnership after Closing.
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10.2.2 Maintenance of ProDertv. Except to the extent Seller is relieved
of such obligations by Article 12 hereof, between the date. hereof and the Closing
Date Seller shall cause the Partnership to maintain and keep the Property in a
manner consistent with the Partnership's past practices with respect to the
Property; provided. however. that, subject to Buyer's right to terminate this
Agreement prior to the expiration of the Due Diligence Period in accordance with
the terms of Article 5 hereof, Buyer hereby agrees that, except for breaches of this
Section 10.2.2. Buyer shall accept the Property subject to, and Seller shall have no
obligation to cure, (a) any violations of Laws, or (b) any physical conditions that
would give rise to violations of Laws, whether the same now exist or arise prior to
Closing, except (i) only to the extent that the Partnership is obligated with respect
thereto following demand of one or more tenants of the Property in accordance
with the terms of their Leases with respect to matters which arise after the Due
Diligence Period and to the extent that such repair is consistent with the
Partnership's past practices with respect to the Property and (ii) Seller shall cure
at or prior to Closing any violation of Laws relating to the Property that is of
record prior to the Closing Date and for which Seller has received written notice
from Buyer prior to Closing, provided such violation relates to a tenant-occupied
building. Between the date hereof and the Closing Date, Seller will advise Buyer
of any written notice the Partnership receives after the date hereof from any
governmental authority of the violation of any Laws regulating the condition or
use of the Property. Seller shall be entitled to adjourn Closing for up to 30 days to
cure any violation Seller is specifically required to cure hereunder.
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10.2.3 Seller's Indemnitv. Buyer is acquiring all of the Partnership
Interests in the Partnership in lieu of acquiring the assets of the Partnership. It is
the intention of the parties to this Agreement that neither the Partnership (as
constituted after Closing) nor Buyer shall be responsible for any liabilities,
obligations or undertakings of the Partnership which arose prior to the Closing
Date other than continuing contractual obligations of the Partnership relating to
the Leases, Contracts, Permitted Exceptions, Partnership Search Matters that have
been waived by Buyer in accordance with Article 4A. and liabilities relating to
construction of the improvements (but not the payment for construction work
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performed prior to the Closing Date pursuant to a written binding agreement
between the Partnership and a third party) and the physical, structural and
environmental condition of the Property. Therefore, as of the Closing Date, Seller
and Tarragon agree to indemnify and hold harmless Buyer and Partnership (as
constituted after Closing) from and against: (x) any losses, costs, claims,
liabilities, damages and expenses (including, without limitation, interest,
penalties, and reasonable attorneys' fees and disbursements) which the Partnership
or Buyer may suffer, incur or be obligated to perform as a resllit of any event,
liability, obligation, debt, contract or other commitment of any kind or nature
whatsoever which occurred or arose or a state of facts which existed, or resu1ted
from an event which occurred or a state of facts which existed, prior to Closing
Date, other than the continuing contractual obligations of the Partnership relating
to the Leases, Contracts, Permitted Exceptions and Partnership Search Matters
that have been waived by Buyer in accordance with Article 4A. and liabilities
relating to construction of the improvements (but not the payment for construction
work performed prior to the Closing Date pursuant to a written binding agreement
between the Partnership and a third party) and the physical, structural and
environmental condition of the Property and (y) any loss, cost, liability, damage
and expense (including reasonable attorneys fees and disbursements) which the
Buyer may suffer or incur as a result of a breach of any of Seller's Partnership
Warranties. The foregoing indemnity shall not apply with respect to any loss,
liability, cost, damage or expense incurred by Buyer and arising from or related to
the Leases, Contracts, Permitted Exceptions, and Partnership Search Matters that
have been waived by Buyer in accordance with Article 4A. construction of the
improvements (but not the payment for construction work performed prior to the
Closing Date pursuant to a written binding agreement between the Partnership
and a third party), or the physical, structural or environmental condition of the
Property. The provisions of this Section shall survive the Closing for eighteen
(18) months.
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10.2.4 Insurance. Seller shall at all times prior to Closing cause the
Partnership to maintain in effect the casualty and liability insurance currently in
effect with respect to the Real Property.
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10.2.5 Indebtedness. Seller shall not permit the Partnership to incur any
new indebtedness, including the conveyance, pledge or encumbrance of the
Partnership Interests, other than trade payables incurred in the ordinary course of
operating the Real Property.
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10.2.6 ImDrovements. Seller shall not permit the Partnership to
commence any improvements or alterations to the Real Property after the date
hereof, other than ordinary repairs and replacements. .
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10.2.7 Seller shall hold in strict confidence and shall not disclose to any
other person without the prior written consent of Seller until the Closing shall
have been consummated, (a) the terms of the Agreement and (b) the identity of
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the Buyer, and, if applicable, the identity of any direct or indirect owner of any
beneficial interest in Buyer. In addition, Seller hereby agrees that, after Closing, it
shall continue to hold the terms of this Agreement and the identity of Buyer, and,
if applicable, the identity of any direct or indirect owner of any beneficial interest
in Buyer in strict confidence, and Seller shall not disclose such infonDation to any
other person without the prior written consent of Buyer. Notwithstanding
anything to the contrary hereinabove set forth, Seller may disclose such
information (i) on a need-to-know basis to its employees, members of
professional firms serving it or potential lenders, investors, and j oint venture
partners, (ll) as required by applicable Laws or as any governmental agency may
require in order to comply with applicable Laws, or (ill) to the extent that such
information is a matter of public record. The provisions of this Subsection 10.2.7
shall survive any termination of this Agreement
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10.2.8 Maintenance of PartnershiD Status and Accountine: Method.
Seller shall not (i) take or allow any action that wou1d change its classification as
a partnership for federal income tax purposes, or (ll) change its accounting
method for federal income tax purposes.
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10.3 Mutual Covenants.
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10.3.1 Publicity. Seller and Buyer each hereby covenant and agree that
(a) prior to the Closing neither Seller, the Partnership nor Buyer shall issue any
Release (as hereinafter defined) with respect to the Transaction without the prior
written consent of the other, except to the extent required by applicable Law, and
(b) for the first three months after the Closing, any Release issued by either Seller,
the Partnership or Buyer shall be subject to the review and approval of both
parties (which approval shall not be unreasonably withheld or delayed), except to
the extent required by applicable Law. If either Seller, the Partnership or Buyer is
required by applicable Law to issue a Release, such party shall, at least two (2)
Business Days prior to the issuance of the sarne, deliver a copy of the proposed
Release to the other party for its review. As used herein, the term "Release" shall
mean any press release or public statement with respect to the Transaction or this
Agreement. Notwithstanding the foregoing, after Closing, Buyer or the
Partnership (as constituted after Closing) may issue a Release without Seller's
prior approval so long as neither Seller nor any of the Seller Parties are named in
the Release.
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10.3.2 Brokers. Seller and Buyer expressly acknowledge that Seller's
Broker and Buyer's Broker (if any, as defined above) have acted as the exclusive
brokers with respect to the Transaction and with respect to this Agreement. Seller
shall pay any brokerage commission due to Seller's Broker in accordance with the
separate agreement between Seller and Seller's Broker. Buyer shall pay any
brokerage commission due to Buyer's Broker in accordance with the separate
agreement between Buyer and Buyer's Broker. Seller agrees to hold Buyer
harmless and indemnify Buyer from and against any and all Liabilities (including
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reasonable attomeys' fees, expenses and disbursements) suffered or incurred by
Buyer as a result of any claims by Seller's Broker or any other party claiming to
have represented Seller as broker in connection with the Transaction. Buyer
agrees to hold Seller harmless and indemnify Seller from and against any and all
Liabilities (including reasonable attorneys' fees, expenses and disbursements)
suffered or incurred by Seller as a result of any claims by Buyer's Broker or any
other party claiming to have represented Buyer as broker in connection with the
Transaction.
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10.3.3 Tax Protests. Tax Refunds and Credits. Seller shall have the
right to continue and to control the progress of and to make all decisions with
respect to any contest of the real estate taxes and personal property taxes for the
Property due and payable during the Closing Tax Year and all prior Tax Years.
Buyer shall have the right to control the progress of and to make all decisions
with respect to any tax contest of the real estate taxes and personal property taxes
for the Property due and payable during all Tax Years subsequent to the Closing
Tax Year. All real estate and personal property tax refunds and credits received
after Closing with respect to the Property shall be applied in the following order
of priority: first, to pay the costs and expenses (including reasonable attorneys'
fees, expenses and disbursements) incurred in connection with obtaining such tax
refund or credit; second, to pay any amounts due to any past or present tenant of
the Property as a resu1t of such tax refund or credit to the extent required pursuant
to the terms of the Leases; and third, apportioned between Buyer and Seller as
follows:
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(a) with respect to any refunds or credits attributable to real
estate and personal property taxes due and payable during the Closing Tax
Year (regardless of the year for which such taxes are assessed), such
refunds and credits shall be apportioned between Buyer and Seller in the
manner provided in Section 6.3:
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(b) with respect to any refunds or credits attributable to real
estate and personal property taxes due and payable during any period prior
to the Closing Tax Year (regardless of the year for which such taxes are
assessed), Seller shall be entitled to the entire refunds and credits; and
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(c) with respect to any refunds or credits attributable to real
estate and personal property taxes due and payable during any period after
the Closing Tax Year (regardless of the year for which such taxes are
assessed), Buyer shall be entitled to the entire refunds and credits.
10.3.4 Survival. The provisions of this Section 10.3 shall survive the
Closing (and not be merged therein) of this Agreement.
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ARTICLE 11- FAILURE OF CONDITIONS
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11.1 To Seller's Oblieations. If, on or before the Closing Date, (i) Buyer is in
default of any of its material obligations hereunder, or (ii) any of Buyer's material
representations or warranties are untrue in any material respect, or (iii) the Closing
otherwise fails to occur by reason of Buyer's failure or refusal to perform its obligations
hereunder in accordance with the terms hereof, and such circumstance in (i), (ii) or (iii)
continues for five (S) days after written notice from Seller to Buyer, which written notice
shall detail such default, untruth or failure, as applicable, then Seller shall have the right
to elect, as its sole and exclusive remedy, to (a) terminate this Agreement by written
notice to Buyer; or (b) waive the condition and proceed to close the Transaction (without
any right to specific performance). If this Agreement is so terminated, then Seller shall be
entitled to the Deposit, together with interest thereon, as liquidated damages, and Seller
thereby agrees to waive any and all rights and remedies that Seller may have at law or
otherwise and thereafter neither party to this Agreement shall have any further rights or
obligations hereunder other than any arising under any section herein which expressly
provides that it survives the termination of this Agreement.
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11.2 To Buver's Oblieations. If, at the Closing, (i) Seller is in defau1t of any
of its material obligations hereunder, or (ii) any of Seller's material representations or
warranties are untrue in any material respect, or (iii) the Closing otherwise fails to occur
by reason of Seller's failure or refusal to perform its obligations hereunder in accordance
with the terms hereof, and timely manner, and such circumstance in (i), (ii) or (iii)
continues for five (S) days after written notice from Buyer to Seller, which written notice
shall detail such defau1t, untruth or failure, as applicable, Buyer shall have the right to
elect, as its sole and exclusive remedy, to (a) terminate this Agreement by written notice
to Seller, promptly after which any Deposit and any Approval Extension Payment shall
be returned to Buyer, or (b) waive the condition and proceed to close the Transaction, or
(c) seek specific performance of this Agreement. Buyer thereby agrees to waive any and
all other rights and remedies that Buyer may have at law or otherwise. If the Seller
defau1t pursuant to subsection (i), (ii) and/or (iii) above is caused by the willful,
intentional and conscious act or omission of Seller and only in such case, then regardless
of whether Buyer has elected to enforce specific performance under subsection (c) above
or to terminate this Agreement under subsection (a) above, Buyer shall also have the right
to recover the documented, actual out-of-pocket expenses incurred by Buyer in
connection with this Agreement and Buyer's due diligence investigation of the Property
up to One Million Dollars ($1,000,000.00) in the aggregate. As a condition precedent to
Buyer exercising any right it may have to bring an action for specific performance
hereunder, Buyer must commence such an action within ninety (90) days after the
occurrence of Seller's default. Buyer agrees that its failure to timely commence such an
action for specific performance within such ninety (90) day period shall be deemed a
waiver by it of its right to commence an action for specific performance as well as a
waiver by it of any right it may have to file or record a notice of /is pendens or notice of
pendency of action or similar notice against any portion of the Property.
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ARTICLE 12 - CONDEMNATION/CASUALTY
12.1 Ril!ht to Terminate. If, after the date hereof, (a) any portion of the
Property is taken by condemnation or eminent domain (or is the subject of a pending
taking which has not yet been consummated), or (b) any portion of the Property is
damaged or destroyed (excluding routine wear and tear), Seller shall notify Buyer in
writing of such fact promptly after obtaining knowledge thereof. If the Property is the
subject of a Major Condemnation that occurs after the date hereof, Buyer shall have the
right to terminate this Agreement by giving written notice to Seller no later than ten (10)
Business Days after the giving of Seller's notice, and the Closing Date shall be extended,
if necessary, to provide sufficient time for Buyer to make such election. The failure by
Buyer to so elect in writing to terminate this Agreement within such ten (10) Business
Day period shall be deemed an election not to terminate this Agreement. If this
Agreement is terminated pursuant to this Section 12.1. the Deposit, with all interest
eamed thereon, shall be returned to Buyer and, thereafter, this Agreement shall terminate
and neither party to this Agreement shall have any further rights or obligations hereunder
other than any arising under any section herein which expressly provides that it shall
survive the tennination of this Agreement.
12.2 Allocation of Proceeds and Awards. If a condemnation occurs after the
date hereof and this Agreement is not terminated as permitted pursuant to the terms of
Section 12.1. then this Agreement shall remain in full force and effect, and at the Closing:
(a) if the awards or proceeds, as the case may be, have been paid to the
Partnership prior to Closing, Buyer shall receive a credit at Closing equal to
(i) the amount of any such award on account of such condemnation, less (ii) an
amount equal to the Seller-Allocated Amounts; and
(b) to the extent that such award or proceeds have not been paid to the
Partnership prior to Closing, Seller shall assign to Buyer at the Closing (without
recourse to Seller) the rights of the Partnership to, and Buyer shall be entitled to
receive and retain, such awards or proceeds; Drovided. however. that within one
(I) Business Day after receipt of such awards or proceeds, Buyer shall pay to
Seller an amount equal to the Seller-Allocated Amounts not previously paid to
Seller.
12.3 Insurance. Seller shall cause the Partnership to maintain the property
insurance coverage currently in effect for the Property, or comparable coverage, through
the Closing Date.
12.4 Waiv'er. The. provisions of this Article 12 shall survive Closing and
supersede the provisions of any applicable Laws with respect to the subject matter of this
Article 12.
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ARTICLE 13-ESCROVV
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The Initial Deposit, the Extension Deposit and Secondary Deposit and any other sums
(including, without limitation, any interest earned thereon) which the parties agree shall
be held in escrow (herein collectively called the "Escrow DeDOsits"), shall be held by the
Escrow Agent, in trust, and disposed of in accordance with the following provisions and
as elsewhere provided in this Agreement:
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13.1 Denosit. The Escrow Agent shall invest the Escrow Deposits in
government insured interest-bearing instruments reasonably satisfactory to both Buyer
and Seller, shall not commingle the Escrow Deposits with any funds of the Escrow Agent
or others, and shall promptly provide Buyer and Seller with confirmation of the
investments made. Any interest earned on the Escrow Deposits shall be for the benefit of
the party to whom the Deposit is paid.
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13.2 Deliverv. The Escrow Agent is hereby authorized to automatically deliver
the Extension Deposit, and all interest thereon, to Seller in accordance with Sections
4.2.Hc). 8.3. 11.1 or as otherwise specifically set forth herein; and simultaneously
therewith, Escrow Agent shall deliver written notice to Buyer and Seller thereof. The
Deposit shall be non-refundable to Buyer except in the event Buyer terminates. this .
Agreement in accordance with the terms hereof and pursuant to Sections 4.2. J( c),
4A.Hb). 8.3. 8.5. 11.2 and 12.1 or as otherwise specifically provided for herein, in which
event all or a portion of the Deposit and all interest thereon, may be refundable.
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13.3 Failure of Closine. If for any reason the Closing does not occur and
either party makes a written demand upon the Escrow Agent for payment of the Escrow
Deposits which it is holding, the Escrow Agent shall give written notice to the other party
of such demand. If the Escrow Agent does not receive a written objection from the other
party to the proposed payment within three (3) Business Days after the giving of such
notice, the Escrow Agent is hereby authorized to make such payment. If the Escrow
Agent does receive such written objection within such period, the Escrow Ageint shall
continue to hold such amount until otherwise directed by written instructions signed by
Seller and Buyer or a final judgment of a court. Notwithstanding the foregoing, if Buyer
terminates this Agreement prior to the expiration of the Due Diligence Period in
accordance with the terms of this Agreement, the Escrow Agent is hereby authorized to
deliver the Initial Deposit, and any interest thereon, to Buyer and simultaneously
therewith Escrow Agent shall deliver a written notice to Seller that such payment has
been made to Seller.
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13.4 Stakeholder. The parties acknowledge that the Escrow Agent is acting
solely as a stakeholder at their request and for their convenience, that the Escrow Agent
shall not be deemed to be the agent of either of the parties, and that the Escrow Agent
shall not be liable to either of the parties for any action or omission on its part taken or
made in good faith, and not in disregard of this Agreement, but shall be liable for its
negligent acts and for any Liabilities (including reasonable attorneys' fees, expenses and
disbursements) incurred by Seller or Buyer resulting from the Escrow Agent's mistake of
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law respecting the Escrow Agent's scope or nature of its duties. Seller and Buyer shall
jointly and severally indemnify and hold the Escrow Agent harmless from and against all
Liabilities (including reasonable attorneys' fees, expenses and disbursements) incurred in
connection with the performance of the Escrow Agent's duties hereunder, except with
respect to actions or omissions taken or made by the Escrow Agent in bad faith, in
disregard of this Agreement or involving negligence on the part of the Escrow Agent.
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13.5 !lIm. The party who receives the interest earned on the Deposit shall
pay any income taxes thereon. Buyer represents and warrants to the Escrow Agent that
its taxpayer identification number is 22-3718752.
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13.6 Execution Bv Escrow Al!:ent. The Escrow Agent has executed this
Agreement in the place indicated on the signature page hereof in order to confirm that the
Escrow Agent has received and shall hold the Escrow Deposits, in escrow, and shall
disburse the Escrow Deposits pursuant to the provisions of this Article 13.
ARTICLE 14 - LEASE EXPENSES
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14.1 INTENTIONALLY DELETED.
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14.2 Anartment Leasinl!:. Between the date hereof and the Closing Date, Seller
shall not permit the Partnership to change its current leasing or management practices
without the prior written approval of Buyer, which approval shall not be unreasonably
withheld or delayed. Seller shall provide Buyer with information outlining any such
proposed changes to such leasing or management practices, and Buyer shall have three
(3) Business Days to provide written approval or disapproval of such proposed changes;
provided, however, that failure of Buyer to respond within such three (3) Business Day
period shall be deemed to constitute approval of such proposed changes. Buyer
acknowledges and agrees that Seller's leasing and management practices may change
prior to Closing due to changes in the leasing market and the intended vacancy for the
Property and these changes do not require Buyer's consent. From and after the Effective
Date, Seller shall not permit the Partnership to, without Buyer's prior written consent in
each instance, which consent shall not be unreasonably withheld and shall be given or
denied within three (3) Business Days after receipt by Buyer of the material'terms of such
proposed lease, enter into a new lease for space in the Property or renew or extend any
lease (except pursuant to the exercise by a tenant of a renewal, extension or expansion
option contained in such tenant's lease), unless such lease shall have a term that does not
extend beyond March 31, 2006. All new leases entered into by Seller with a term beyond
March 31, 2006 shall be on a month-to-month basis only. Between the date hereof and
the Closing Date, Seller will cause the Partnership to cause vacant apartment uuits at the
Property to be "made ready" for reletting and occupancy in accordance with Seller's
current standards and timetable for turning uuits over. It is not the intention of Seller to
have all of the vacant uuits "made ready" as of the Closing Date, but only those uuits that
would have been "made ready" in the ordinary course of business and consistent with the
intended vacancy of the Property.
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14.3 Lease Enforcement. The Partnership shall have the right, but not the
obligation (except to the extent that the Partnership's failure to act shall constitute a
waiver of such rights or remedies), to enforce the rights and remedies of the landlord
under any Lease, by summary proceedings or otherwise (including, without limitation,
the right to remove any tenant), and to apply all or any portion of any security deposits
then held by the Partnership toward any loss or damage incurred by the Partnership by
reason of any defau1ts by tenants, and the exercise of any such rights or remedies shall
not affect the obligations of Buyer under this Agreement in any manner or entitle Buyer
to a reduction in, or credit or allowance against, the Purchase Price or give rise to any
other claim on the part of Buyer.
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ARTICLE 15-NUSCELLANEOUS
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15.1 Buver's Assimment. Buyer shall have the right to cause Seller to convey
the Partnership Interests to affiliates of Buyer or to affiliates of the owners of Buyer,
which are directly or indirectly owned in whole or in part by Buyer or by the owners of
Buyer, and which assignees shall be designated in writing by Buyer by the delivery to
Seller of a written assignment of this Agreement pursuant to which Buyer's obligations
hereunder are expressly assumed by such assignee and by delivery to Seller of evidence
reasonably satisfactory to Seller of the valid legal existence of Buyer's assignee, its
qualification (if necessary) to do business in the jurisdiction in which the Property is
located and of the authority of Buyer's assignee to execute and deliver any and all
documents required of Buyer under the terms of this Agreement, which items shall be
received by Seller not less than three (3) Business Days prior to the Closing Date;
notwithstanding the foregoing, the exercise of such right by Buyer shall not relieve Buyer
of any .of its obligations and liabilities hereunder including obligations and liabilities
which survive the Closing or the termination of this Agreement, nor shall any such
assignment alter, impair or relieve such assignee from the waivers, acknowledgements
and agreements of Buyer set forth herein, including, but not limited to, those set forth in
Article 5. Article 9 and Article 10 hereof, all of which are binding upon the 'assignee of
Buyer. Except as expressly provided to the contrary by the immediately preceding
sentence, Buyer shall not assign this Agreement or its rights hereunder to any individual
or entity without the prior written consent of Seller, which consent Seller may grant or
withhold in its sole and absolute discretion, and any such assignment shall be nu11 and
void ab initio. In the event of any permitted assignment by Buyer, any assignee shall
assume any and all obligations and liabilities of Buyer under this Agreement but,
notwithstanding such assumption, Buyer shall continue to be liable hereunder.
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15.2 Desimation Al!feement. Section 6045(e) of the United States Internal
Revenue Code and the regulations promulgated thereunder (herein collectively called the
"ReDortinlZ Requirements") require an information return to be made to the United States
Internal Revenue Service, and a statement to be furnished to Seller, in connection with
the Transaction. Escrow Agent is either (i) the person responsible for closing the
Transaction (as described in the Reporting Requirements) or (ii) the disbursing title or
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escrow company that is most significant in terms of gross proceeds disbursed in
connection with the Transaction (as described in the Reporting Requirements).
Accordingly:
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(a) Escrow Agent is hereby designated as the "Renortinl! Person" (as
defined in the Reporting Requirements) for the Transaction. Escrow Agent shall
perform all duties that are required by the Reporting Requirements to be
performed by the Reporting Person for the Transaction.
Cb) Seller and Buyer shall furnish to Escrow Agent, in a timely
manner, any information requested by Escrow Agent and necessary for Escrow
Agent to perform its duties as Reporting Person for the Transaction.
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(c) Escrow Agent hereby requests Seller to furnish to Escrow Agent
Seller's correct taxpayer identification number. Seller acknowledges that any
failure by Seller to provide Escrow Agent with Seller's correct taxpayer
identification number may subject Seller to civil or criminal penalties imposed by
law. Accordingly, Seller hereby certifies to Escrow Agent, , that Seller's correct
taxpayer identification number is TARR GP: 20-1443356; TARR LP: 20-
1443244; SHEFAOR:
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(d) Each of the parties hereto shall retain this Agreement for a period
off our (4) years following the calendar year during which Closing occurs.
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15.3 SurvivallMen!er. Except for the provisions of this Agreement which are
explicitly stated to survive the Closing, (a) none of the terms of this Agreement shall
survive the Closing, and (b) the delivery of the Assignment and other closing documents
and instruments by Seller and the acceptance thereof by Buyer shall effect a merger, and
be deemed the full performance and discharge of every obligation on the part of Buyer
and Seller to be performed hereunder.
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15.4 Inteszration: Waiver. 1bis Agreement, together with the Exhibits hereto,
. embodies and constitutes the entire understanding between the parties with respect to the
Transaction and all prior agreements, understandings, representations and statements, oral
or written, are merged into this Agreement. Neither this Agreement nor any provision
hereof may be waived, modified, arnended, discharged or terminated except by an
instrument signed by the party against whom the enforcement of such waiver,
modification, amendment, discharge or termination is sought, and then only to the extent
set forth in such instrument. No waiver by either party hereto of any failure or refusal by
the other party to comply with its obligations hereunder shall be deemed a waiver of any
other or subsequent failure or refusal to so comply.
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15.5 Governinsz Law. 1bis Agreement shall be governed by, and construed in
accordance with, the law of the State in which the Real Property is located.
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15.6 CaDtions Not Bindine: Exhibits. The captions in this Agreement are
inserted for reference only and in no way define, describe or limit the scope or intent of
this Agreement or of any of the provisions hereof. All Exhibits attached hereto shall be
incorporated by reference as if set out herein in full.
15.7 Bindine Effect. 1bis Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and permitted assigns.
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15.8 Severability. If any term or provision of this Agreement or the
application thereof to any persons or circumstances shall, to any extent, be invalid or
unenforceable, the remainder of this Agreement or the application of such term or
provision to persons or circumstances other than those as to which it is held invalid or
unenforceable shall not be affected thereby, and each term and provision of this
Agreement shall be valid and enforced to the fullest extent permitted by law.
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15.9 Notices. Any notice, request, demand, consent, approval and other
communications under this Agreement shall be in writing, and shall be deemed du1y
given or made at the time and on the date when received by facsimile (provided that the
sender of such communication shall orally confum receipt thereof by the appropriate
parties and send a copy of such communication to the appropriate pa!rties within one (1)
Business Day of such facsimile) or when personally delivered as shown on a receipt
therefor (which shall include delivery by a nationally recognized overnight delivery
service such as Federal Express, UPS Next Day Air, Purolator Courier or Airborne
Express), to the address for each party set forth below. Any party, by written notice to
the other in the manner herein provided, may designate an address different from that set
forth below.
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If to Buver:
Pinnacle Communities, L.L.C.
225 Milburn Avenue
Milburn, NJ 07041
Attn: Brian M. Stolar, Esq.
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with a conv to:
Pinnacle Communities, L.L.C.
225 Milburn Avenue
Milburn, NJ 07041
Attn: Steve Mairella, Esq.
and to:
Pryor Cashman Sherman & Flynn LLP
410 Park Avenue
New York, NY 10022
Attn: Wayne B. Heicklen, Esq.
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If To Seller:
Tarragon South Development Corp,
200 East Las Olas Boulevard, Suite 1660
Ft. Lauderdale, FL 33301
Telephone No.: 954-245-3290
TelecopyNo.: 954-712-1255
Attn: Jarnes M. Cau1ey, Jr.
with a CODY to:
Tarragon Corporation
1775 Broadway, 23'd Floor
NewYork,NY 10019
Telephone No.: 646-354-2114
TelecopyNo.: 646-607-9400
Attn: Nancy Miller, Esq.
15.10 Countemarts. 1bis Agreement may be executed in counterparts, each of
which shall be an original and all of which counterparts taken together shall constitute
one and the same agreement.
15.11 No Recordation. Seller and Buyer each agrees that neither this
. Agreement nor any memorandum or notice hereof shall be recorded and Buyer agrees (a)
not to file any notice of pendency or other instrument (other than a judgment) against the
Property or any portion thereof in connection herewith and (b) to indemnify Seller
against all Liabilities (including reasonable attorneys' fees, expenses and disbursements)
incurred by Seller by reason of the filing by Buyer of such notice of pendency or other
instrument. Notwithstanding the foregoing, if the sarne is permitted pursuant to
applicable Laws, Buyer shall be entitled to record a notice of lis pendens if Buyer is
entitled to seek (and is actually seeking) specific performance of this Agreement by
Seller in accordance with the terms of Section 11.2 hereof.
15.12 Additional Al!reements: Further Assurances. Subject to the terms and
conditions herein provided, each of the parties hereto shall execute and deliver such
documents as the other party shall reasonably request in order to consummate and make
effective the Transaction; provided, however, that the execution and delivery of such
documents by such party shall not result in any additional liability or cost to such party.
15.13 Construction. The parties acknowledge that each party and its counsel
have reviewed and revised this Agreement and that the normal rule of construction to the
effect that any ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Agreement or any amendment hereof or Exhibit
hereto.
15.15 Maximum Al!l!rel!ate Liabilitv. Notwithstanding any provision to the
contrary contained in this Agreement or any documents executed by Seller pursuant
hereto or in connection herewith, the maximum aggregate liability of Seller, Tarragon
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and the Seller Parties, and the maximum aggregate amount which may be awarded to and
collected by Buyer, in connection with the Transaction and the Property, under this
Agreement and under any and all documents executed pursuant hereto or in connection
herewith (including, without limitation, in connection with the breach of any of Seller's
Warranties for which a claim is timely made by Buyer) shall not exceed One Million and
NoI100 Dollars ($1,000,000.00). The provisions of this section shall survive the Closing
(and not be merged therein). Notwithstanding anything to the contrary contained herein,
the maximum aggregate liability of Seller, Tarragon and the Seller Parties shall not be
limited with respect to a breach of the Partnership Warranties or with respect to such
parties obligations under Section 6.3.2 and/or Section 15.23. Notwithstanding anything
herein to the contrary, Tarragon's obligations hereunder shall relate solely to the
indemnity and obligations set forth in Sections 6.3.2.10.2.3 and 15.23.
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15.16 Time of The Essence. Time is of the essence with respect to this
Agreement.
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15.17 Waiver of Jurv Trial. EACH PARTY HEREBY WANES TRIAL BY
JURY IN ANY PROCEEDINGS BROUGHT BY TIlE OTIlER PARTY IN
CONNECTION WITH ANY MATTER ARISING OUT OF OR IN ANY WAY
CONNECTED WITH TIlE TRANSACTION, THIS AGREEMENT, TIlE
PARTNERSHIP INTERESTS, TIlE PROPERTY OR THE RELATIONSHIP OF
BUYER AND SELLER HEREUNDER. TIlE PROVISIONS OF TIllS SECTION
SHALL SURVIVE THE CLOSING (AND NOT BE MERGED TIlEREIN) OR ANY
EARLIER TERMINATION OF THIS AGREEMENT.
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15.18 Facsimile Simatures. Signatures to this Agreement transmitted by
telecopy shall be valid and effective to bind the party so signing. Each party agrees to
promptly deliver an execution original to this Agreement with its actual signature to the
other party, but a failure to do so shall not affect the enforceability of this Agreement, it
being expressly agreed that each party to this Agreement sha1l be bound by its own
telecopied signature and shall accept the telecopied signature of the other party to this
Agreement.
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15.19 Jurisdiction. WITH RESPECT TO ANY SUIT, ACTION OR
PROCEEDINGS RELATING TO THE TRANSACTION, TIllS AGREEMENT, THE
PARTNERSHIP INTERESTS, TIlE PROPERTY OR TIlE RELATIONSHIP OF
BUYER AND SELLER HEREUNDER ("PROCEEDINGS") EACH PARTY
IRREVOCABLY (A) SUBMITS TO TIlE EXCLUSIVE JURlSDICTION OF TIlE
COURTS OF TIlE COUNTY OF MIAMI-DADE, STATE OF FLORIDA AND TIlE
UNITED STATES DISTRICT COURT FOR TIlE DISTRICT OF FLORIDA, AND
(B) WANES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO TIlE
LAYING OF VENUE OF ANY PROCEEDINGS BROUGHT IN ANY SUCH COURT,
WANES ANY CLAlM THAT SUCH PROCEEDINGS HAVE BEEN BROUGHT IN
AN INCONVENIENT FORUM AND FURTHER WAIVES TIlE RIGHT TO OBJECT,
WITH RESPECT TO SUCH PROCEEDINGS, THAT SUCH COURT DOES NOT
HAVE JURlSDICTION OVER SUCH PARTY. . TIlE PROVISIONS OF TIllS
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SECTION SHALL SURVIVE THE CLOSING (AND NOT BE MERGED THEREIN)
OR ANY EARLIER TERMINATION OF THIS AGREEMENT.
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15.20 Radon Gas. Radon is a naturally occurring radioactive gas that, when it
has accumulated in a building in sufficient quantities, may present health risks to persons
who are exposed to it over a period of time. Levels of radon that have exceeded federal
and state guidelines have been found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained through your county health unit.
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15.21 Buver's Use of Units. Upon expiration of the Due Diligence Period,
Buyer shall have the right to occupy one unit of each type, to be selected by Buyer and
subject to availability, pursuant to a standard month-to-month lease at a rental rate of
$100 per month. Buyer may improve such units at its sole expense and discretion;
provided, however, such improvements may not require any structural changes or
changes that increase the demand on any utility systems serving the Property. At
Closing, Buyer shall receive a credit equal to any rent paid to Seller pursuant to this
Paragraph 15.21.
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15.22 Post-Closin2 Access. For a period of five years subsequent to the "Tax
Termination" (i.e., the termination of the Partnership under Section 708(b)(1 )(B) of the
Internal Revenue Code resu1ting from the sale of the Partnership Interest contemplated by
this Agreement), Buyer shall provide access to Seller and its respective employees,
agents and representatives during normal business hours to all documents, books and
records of the Partnership relating to the period prior to the Tax Termination upon
reasonable prior notice to Buyer, and shall have the right to make copies of such
documents, books and records at such Seller's expense.
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15.23 Tax Matters. The filing of the Partnership return for federal and state
income tax for the partial year 2005 ending on the Closing Date shall be Seller's
responsibility. Further, should such returns be audited, Seller shall be responsible for
dealing with, settling and paying any such tax liability owing in connection therewith,
and in such regard Seller and Tarragon Corporation shall indemnify and hold Buyer and
the Partnership harmless from and against any and all loss, cost or expense (including
reasonable attomeys' fees and other professional fees) as a result of any liability arising
as a result of any tax audits or with respect to federal or state tax liability for the period of
time prior to the Closing Date. Should Buyer or the Partnership be included in such
audits, Seller shall furnish Buyer or the Partnership with all necessary information to
permit Buyer or the Partnership to respond to the appropriate authorities in a timely and
responsive manner. The responsibility of filing the Partnership return for federal and
state income for the partial year commencing on the Closing Date shall be Buyer's
responsibility. Further, shou1d such partial year return be audited, the responsibility for
dealing with, settling and paying any such tax liability shall be Buyer's, and in such
regard Buyer and the Partnership sha11 hold Seller harmless from and against any and all
loss, cost or expense (including reasonable attorneys fees and other professional fees) as a
resu1t of any liability arising as a resu1t of such audits or with respect to federal or state
income tax liability for the period of time from and after the Closing Date. Shou1d Seller
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be included in such audits, Buyer shall furnish Seller with all necessary information to
permit Seller to respond to the appropriate authorities in a timely and responsive manner.
Notwithstanding anything to the contrary contained herein, if it is not permissible under
the under the Internal Revenue Code to file separate income tax returns for the
Partnership for the period prior to the Closing and the period on and after the Closing, the
parties shall cooperate with each other so as to cause the Partnership's tax returns for
calendar year 2005 to be filed in a timely manner and shall make such elections and/or
allocations as may be required so as to allocate to Seller for income tax purposes all
income, expense and tax credits relating to the period of time prior to the Closing and to
allocate to Buyer all income, expenses and, if permissible, tax credits for the period on
and after the Closing. Upon Buyer's request, Seller agrees to cause the Partnership to
make an election under Section 754 of the Internal Revenue Code reflecting the Purchase
Price by Buyer. Notwithstanding anything to the contrary set forth herein, Seller's and
Tarragon's obligations under this Section 15.23 shall survive the Closing until six (6)
months after the expiration of the applicable tax statute of limitations.
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85/82/2885 18:52 3854666686
8S/8z/z8eS 18:51 9547121256
8S/a2/2eeB lBI~B 3a~46656e5
lJ'TiJIIt./ MARINA LOFTS
TAARAGCH SCl.!lH
~ IlARlNA L!FT5
PAGE 81182
PAGE elle2
PAGE Bl/e:l
IN WITN&88 'fr'llEMOr, eacll party hcmo }w CI1ISt:d tbla Apemcm III be
dllly.~ 011 iIs behalfon the &y IIld Tell: lIrsl alJqye ~
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AVENTVBA TARRAGON GP, LLC
B)'l TllTlgon Scutb opmmt Omp.
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88DAOR BlI, LLC., a l'Iorl4&!imi1:d
1I1bll1tr ClOIIlplIIIy
Dy: Pl...o..~ J.De... floricla COIpC(atIu,.,
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Y\1A'/ ,) 2-00S
AMENDMENT TO PURCHASE AND SALE AGREEMENT
This Amendment to Purchase and Sale Agreement (this "Amendment") is
entered into as of May 6, 2005 by and between A VENTURA TARRAGON GP, LLC, a
Florida limited liability company ("T ARR GP"), A VENTURA TARRAGON LP, LLC,
a Florida limited liability company ("TARR LP"), and SHEFAOR BH, LLC, a Florida
limited liability company ("Shefaor") (TARR GP, TARR LP and Shefaor are collectively
referred to herein as "Seller"), and PINNACLE COMMUNITIES, L.L.C., a New
Jersey limited liability company ("Buver''). All capitalized terms not otherwise defmed
herein shall have the meaning ascribed thereto in the Purchase Agreement (as hereafter
defined).
WHEREAS, the Seller and Buyer have entered into that certain Purchase and
Sale Agreement dated as of April 21, 2005 (the "Purchase Agreement''); and
WHEREAS, the parties wish to amend the Purchase Agreement.
NOW THEREFORE, in consideration of the covenants and conditions contained
herein and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by the parties hereto, it is agreed as follows:
I. Initial DeDosit. Buyer has or will fund the Initial Deposit to the Escrow
Agent as of the date hereof.
2. DeDositfExtension DeDositl Secondarv DeDosit/Closinl! Date. Notwithstanding
anything to the contrary set forth in the Agreement, all references to the Extension
Deposit and First Extension Date shall have no further force and effect, shall be deemed
deleted and Buyer shall not have the extension rights granted therewith and the
"Secondarv DeDosit" shall mean the sum of Three Million Five Hundred Thousand and
No/I 00 Dollars ($3,500,000.00), to the extent the sarne is deposited by Buyer in .
accordance with the terms of the Agreement, as amended hereby, together with any
interest eamed thereon. The term "Deposit" shall be amended to read as follows: "the
sum of Four Million Five Hundred Thousand Dollars ($4,500,000.00), consisting of,
collectively, the Initial Deposit of One Million Dollars ($1,000,000) and the Secondary
Deposit of Three Million Five Hundred Thousand and No/I 00 Dollars ($3,500,000.00).
The term "Closing Date" shall be arnended so that the first sentence of its definition is
deleted and replaced with the following: "Closing Date shall mean the date that is one
hundred and fifty days after the Moratorium Termination"; and the following shall be
added to the definition of Closing Date: "Notwithstanding anything herein or the
Agreement to the contrary, in no event shall the Closing Date extend beyond July 19,
2007.
3. Moratorium.
(A) Seller and Buyer acknowledge that a moratorium (the "Moratorium") has
been, and shall be deemed have been, enacted as of May 2, 2005 for purposes of the
Agreement.
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(B) Notwithstanding anything to the contrary set forth in the Agreement,
including, without limitation, Section 3.1.1, the Secondary Deposit shall not be due from
Buyer until ten (10) days after Buyer's receipt of an accurate written notice from Seller
(the "Moratorium Termination Notice") that the Moratorium Termination (as defined
herein) has occurred, provided, however, that in the event that any Moratorium Changes
(as defined herein) have occurred that result in the FAR of the Property being reduced
below 2.0 or the number of permitted residential units being reduced below 526, then,
within ten (10) days of Buyer's receipt of the Moratorium Termination Notice, Buyer
shall have the right to (i) terminate the Agreement and receive the prompt reimbursement
of the Deposit, together with all interest earned thereon, and thereupon the parties shall
have no further rights or obligations under the Agreement, except for obligations which
expressly survive the termination of the Agreement, or (ii) deposit the Secondary Deposit
with the Escrow Agent, whereupon the Agreement will continue in full force and effect
in accordance with its terms, except that Site Plan Approval condition set forth in Section
8.5(a) shall be modified to delete the FAR 2.0 and 526 unit requirements and instead
reflect the FAR and/or number of units set forth in the Moratorium Termination Notice.
Seller covenants to provide the Moratorium Termination Notice to Buyer promptly after
the occurrence of a Moratorium Termination together with a detailed explanation of any
Moratorium Changes.
(C) "Moratorium Termination" shall mean that Site Plan Approval review
process by the City and/or any other applicable governmental entities can be resumed.
and:
(a) (1) The Property is finally and effectively exempted from the Moratorium by a
valid written agreement between Seller and the City and/or the other necessary or
appropriate governmental entities or by fmal and effective order of a court of competent
and final jurisdiction (in each case after the expiration of all appeal periods or resolution
of all appeals to Buyer's reasonable satisfaction) or (2) the Moratorium has finally and
effectively expired by its terms, and
(b) Any and all new or amended zoning, land use and/or similar or related laws
and regulations in any manner related to or arising from the Moratorium Period and the
legislation and/or regulation contemplated with respect thereto ("Moratorium Changes")
have been enacted are then effective and the Site Plan review application can be
submitted or re-submitted for immediate review or such laws and regulations are finally
determined to have no application to the Property.
(0) Section 8.5 (g) (i) is hereby deleted.
(E) Section 8.5 (g) (iii) is hereby deleted.
(F) Section 8.5(g)(iv) is hereby deleted.
(G) Section 8.5(c) is hereby arnended so that the Approval Extension Deadline
is 395 days after the Closing Date and to delete in the third sentence thereof "September
19,2005 as such First Extension Date may be extended as contemplated in the definition
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of "Closing Date"" and to insert in lieu thereof "the then current schedu1ed Closing
Date."
4. ADDrovals. Notwithstanding anything to the contrary set forth in the
Agreement, from and after the Moratorium Tennination and Buyer's deposit of the
Secondary Deposit, Buyer and not Seller, at Buyer's sole cost and expense, shall have the
right to pursue and directly control the Site Plan Approval process in accordance with
applicable laws and regulations and Seller shall cooperate with Buyer in connection
therewith and Buyer shall do so expeditiously and timely: Buyer (with Seller's
cooperation) shall diligently respond to Governmental Authorities when said authorities
request modifications, clarifications or additional materials with respect to the issuance of
the Site Plan Approval. Buyer shall keep Seller apprised on a regu1ar basis of its efforts
to obtain the Site Plan Approval. Buyer shall send Seller copies of submissions to be
made to Governmental Authorities in connection with obtaining the Site Plan Approval.
Buyer covenants and agrees that the site plan for the Property for submission to the City
shall reflect the maximum utilization of the development rights granted by the City.
5. Good Faith DeDosit. Escrow Agent is hereby directed to pay directly to
Buyer the $250,000 good faith deposit deposited by Buyer pursuant to that certain. letter
agreement dated May 2, 2005.
. 6. Auartment Leasinll. The March 31, 2006 date referenced in Sections
8.5(f) and 14.2 of the Agreement and the March 1,2006 date referenced in Section 8.5(f)
. . (Jf the Agreement shall be extended by the period of time from the date hereof to the
occurrence of the Moratorium Termination.
7. Access. Notwithstanding anything to the contrary set forth in the
Agreement, it shall be a condition precedent to Buyer's obligation to close under the
Agreement and pay the Purchase Price that the Property has vehicular and pedestrian
access for ingress and egress to an open public road.
8. Title Matters. In furtherance of the terms of this Amendment, the third
sentence, clause (i) of Section 4.2.1(c) of the Agreement is hereby arnended by deleting
references to the "Extension Deposit" and replacing such references with the term "Initial
Deposit. Section 4.2.l(b)(ii) of the Agreement is hereby amended by deleting the
reference to the "Secondary Deposit" and replacing such reference with the term "Initial
Deposit. "
9. Counterparts/Orillinals. TIlls Amendment may be executed by facsimile
signature and in counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the sarne instrument.
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05/06/2005 15:49 3054666606
85/86/2809 13:24 6463542171
UPTOWN MARINA LOFTS
TAARAGO-I CORPa<AT1~
IN WI'l'NFSS WBEREOJ'. ead1 party hW\llo bIilI caused thi..Amel1<!mtmt to be dl.11y
l:lII:ecuted on ita behalf on th~ Q.ay IIld ye.: ilnt above wx\f;\en.
SELLER:
AVEN1'URA 1'AUAGON Gr, LLC
By; Tan-agon south Developllllillt~.
By:
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Name:
Titlo:
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A'VENTURA TARRAGONLP, LLC
lly: Tamgoll. South Dcvalopl11e11t qotp.
By:
PAGE B5
PAGE B6/BS,
Name:
Title:
SBEll'AORIlH,L.L.C.,IlPlorldallmltcd
llablllty complll1y
By: Pltnlnvest,!nc., a Florlda COIpOl1lliOll,
c~ tf~
By. ~ri:: ~~~~~~ Jt~"'~ ,
By; Estat.e Pi p, <:l., l\ ;Florida
corporation, ~
By;
NlIlll.e:
Tl.tle:
BUYER:
:I'lNNACLE COMMUNITIES, L.L.C.
By:
N me:
Title:
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IN WITNESS WHEREOF, each party hereto has ca,used this ~endm:Cnt to bo duly .
executed on its behalf on the day and year first ab"ove written. . - :..' . . . . '.
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417766V1.
AVENTURA TARRAGON LP,.LLC
By: Tamigon S . !m COIp.
By:
SELLER:
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SHEFAOR
liability com
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By: Planinvest, Inc., l\ Florida: coxporatioQ, .
co-managm: . : .... :.' . ..... '. .... .
By:
Name:
Title:
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By: Estate Field Group, Inc., a.Fiorida
corporatioll, co-manager . . :
By:
Name:
J'itle:
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BUYER: . .
J;'INNACLl!: COMMVNr.r1ES, ,L.L.c.
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Name:
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IN WITNESS WHEREOF. each party hereto has caused this Amendment to be duly
executed on its behalf on the day and year first above written.
SELLER:
AVENTURA TARRAGON GP,LLC
By: Tarragon South Development Corp.
By:
Name:
Title:
A VENTURA TARRAGON LP, LLC
By: Tarragon South Development Corp.
By:
Name:
Title:
SBEFAOR BB, L.L.C., a Florida limited
liability company
By: Planinvest, Inc., a Florida COIpOration,
co-manager
By:
Name:
Title:
By: Estate Field Group, Inc., a Florida
corporation, co-manager
By:
Name:
Title:
BUYER:
PINNACLE COMMUNITIES, L.L.C.
By:
~~~~: ~ 'i1.lW\. 'M.. ~ .Ic~l LV-
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LEGAL DESCRIPTION
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Tract 0 of ADMIRAL'S PORT SECTION ONE, according to the plat thereof, recorded in
Plat Book 113, Page 51, Public Records of Miami-Dade County, Florida.
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UNITED Sf ATES
SBCt:flUTIE.S AND BX<;;'RAN'GB COMMISSION
WAiHINGTON,n.C.20B49
j!'ORM. lO....Q
(MaIl! ollbJ
G!I QUARTERLV REPO'RT PURSUANT TO SECTION 13 OR 15(d) OF THE
UCUlUTtEs ExCJIANGE ACT Olf 1934
Fa. flwI,....-..Jy "".tad ...d.d Jb...1O.20011
OR
o TRANSITION REPOH.T PURSUANT TO SECTION j3 OR 15(d) OF THE
$ECURI'l'lE$ DOLANGJIl ACT OF 193t1
1'6. tile t'rilDuli<m peri!!d from
tel
CQIIlmir!siaD File Nu.mb.. O-:lZ999
TARRAGON CORPORATION
(BltMtnlltl\.eOrregistrarltllS $peolfied in its cIlJnrer)
Nevllda
(,~t.!>t otWr Jtrrj.dilffloli Of'moo<polation
ororglllii1.llt;i6ri,l
9,4-2432628
(J R S Bmploy..r
ldentil1Cl1tidrt 1'1".)
! '115 I!l~wlly. not F1b<$t. 1'1"", V",k, NY !f.lCl19
(~1 ofprinci:plU ",,~'Offi~.s) (Z,pC"d.)
(212J 9~-SOOQ
(R<l8'iJli'llrIt'. telilpllMe t!lln11lor, including area Ob<lo)
lMil>lIt. Qy cheek mark whelher we rogiMrllJl1 (I) hlll\ filed all reports required t<) be filed by Section 13 or 15(<1) of the
S~ ~ Act <if 1$lit4 dUl'illl1; lb. pr.e..dir>g 12 _11lhB (Cll'fur such. ,horter period that the t\lg1lltmnt Was requited
11> il.Mlh ~",alld ('.2).hH beirn suPjem llr!lWll> fl1ing re~_ fGr the )?ullt 90 days. Ye. I!!I No D
~ by .h<l.lllllllt'll wh.ther tho rogilltt;ant inn acoo1oratod fIlor (Ela dermed inRulo J zb.2 or the Exchange.Act). '(eo li!I
l'loD
GWM$tl1.cl,:, ~,f)l M ~;!ltjl\
tCl_>
24,6~~,(1l7
(Outstandfutl at July 29, 20(}5)
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TARR 1O-Q6I3'Qf~(105
p~ 3 of 63
TABLE.O:tCONTENTS
?A1a.l fllli'AWmL iOlIJi'ORM~TlJll'!1
~i~Ml,~~4"B'A~m~
m;'~.l ~"A!A:\M1W~!H:;~'I:~SJ~I~q '~sJ(r' .:\\P ,\ \,\[ .Y<;IS (IF 1'l. \:1\ \"('1 ,\1.
(~O",J)ITION A~P RI::.SCI:rS OF OI'El~J.\'1'I0~S
1'!J;M 3. Ql;A?(flTATlVE ~\:-;J) Q!,"i\l.l1'Xl'!y'E !)1"~"CI.OSJ:lU.~ ,\BOl.'T ~1AR~~;r
~
PRD.!;:EEOS
rrpl 'I. <';\."B\lISSI0' OF \IATfE..RS 1'0 A VOTE OF SECURiTY HOLDERS
rl':&:M . i emITS
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TAM lO-Q6f8'012f>lO!i
l1lllm. "omI1ii01ilI
I'llT r. FINANCIAL !NF\)R.Ml\TION
P$l4 uNi3
:ITEM 1. Rl\MNCIAL ST A TE'MEl'ITS
the _~ C:_olldllmd F.inan<rial StatemdlJ!s for the pllri<>d ended June 30, 2005, bave not heft audited by
indqpen<lut,~.d p'Jllli"ao.~~ bU\, in al1l' opinion,.alladjUl;tmllUts (cenail!ting Gf nonnllI recurring ~)
~ fl1,r a Yoii' P"'I'''''ll'WW 'lI c_lldatod f\1!I!Iflcial l'~tion, cmsolidatod room.. of opOj'atiOYl$, and OOIlS'OIidatcd cash
now, at the Illlle~and IW the peli~ fr1dic.ated Iu!v. ~n JJwlud"li
T.A.RR,A.Cl()N ro1l.PQ~TIi.W
OQN.S~L1"!)$\.:rlID BALA:jIfCE SHEETS
~'fei!)
~.ts
~:~~::"~~llnt (n.t of acctlmlllated depreciation of $11&,831 in 2M) lltid
~1~5cin (004) .
CmtItll*xe.eiV'al'i1e
~Wd.roraakt
InM)JllIi!l.(IIW and adV!llJ:loell to partneDlhi~ and joint Ventures
~Jjlllt~.equl''"etll'
R~od.wlt
~ltwiYl
~_,.Jlet
tiabililiea and StockhG'ldm' E<l,iity
!,i"al>l1j;1Ji\lS'
~~~m~~I\l't1l>1.
Li~biri~lllatl><l ",,~.llal4 fur ..Ie
N<lt. &lfetNd lm< lMIill'il'
~.lialli1_
G\llIlm~ llnd G011.llJlg~ell
~l,y lnlertat
$toc.kb<>I<lO!ill' equily
e:~~ek.$.Ul WValu~ aulhorizodabllros, IOQ,OOO,OOO; sblires issued, 33,325,289 in
l!ll1il5.and21,17S1,4V9. in2l:l04
Speeiltl.toek, $.Ot par ValllO~ authorized shari>;, 17 ,SdG,OOO; shares oumtllnding. non.
(:)"11ItIJIlttve. ~.e1f I!tllllk, $.m parvatu.; a:utb.otized.sJitares, 2,500,QOO; shllres oullltanding
'1"1&,8a:l in :!ODS and. 7:>3,8'33 in 2004; liquidation l'remem:e, $8,W6 in 200S and $9,040
in20ll4. or $.121'er share
P\\id-in'llll>Jtal
,ArQOQlll.1)\lItedde(l<:Jt
1'rea>ury sme.\{, atCOllt (~i8Z9.3114 ~blires in 2005 and 5.856,587 shotes in 2004)
Iu,",30. El<<ombcr 31.
'200l 2@t
(d\>lhItsilt_dll1
$. 670,494
311.601
47,481
12!l. nil
68,1561
25,2.01
39,229
2,691
05.465
$1,340,li14
$. li9'5,027
143,:123
32,625
85,209
I,H6,084
14.961
333
8
345,649
(12l!..33!>')
G21t080)
Ill$l.5l!li1
$1,360,614
Tho lfOOOml""1)'inll nous "'" an in'toj\r,aJ pl!rt of IIi.Se Gonsolidate4 Financial Sllrtetllelll5.
:Ii 287,353
489;,215
'99,744
21,g~
48,074
22,066
3'0.210
2,691
47.0liB
$1,fu!8,291
$. 7!U,z49
2G,iS(i4
12,120
71,217
!l74,lMS
21,700
212
g
334879
(158,553)
(i6,l!ltJ)
t$l,tlll'3
$1,()48,2!lc1
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TAR:R 1O-Q 6t'S012fJ05
P~5of6j
2
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t111l1f iIi"ii:i-.
~ 6of63
TARlUGDN roRPORATION
CONSOLD5AIED STA.TEMENTS Ol1INCOME
(Unaudite.,!)
~!ll1lJ~
H_eIlail~ sllleg
Rimtal.
1ilf~mtf_li1'ld lither (iIlc~ sa4 'lIldSJ7Q in
thdllf<\eMlhil< 1ll1l!!lll1j><I!!iodl ls:llOO51l1i1<! $'9O'Md
~01 .In 111e J;J:itw aJIlj,iI,lK lllEltt1h P<!fiPQs i1,J 2004 !tom
$llil\:!lv
~
~ "r~uil<llng salot.
l!tl>perJ;y OJ'Iemililns-
Pepreolirtion
(J_J ...nd<ld:minisq-ative
~<tm1>:
~
~in<l'Olltl!1and-expensdS
Hq~m~'oi!J'1~p, andj"int wntur..
M"~ ~ in .noo.me of colll'O.l.iilllwd pa,rtnershiPll
lInj\j@J""mllte's
ll:itetllllt inc'''Ol-e (llwluding $'232 in the .ill m<lilth jleriod
in ~a041't1:>rn ,ml'JliJ1tes)
ItlMlISt ~e f~ $46ln the 1:hre6 and.ix
lllmltlllfJl"l'ieds'in.2006 and $2 in the s""monthperiod
in2QQ4 fp.~)
G1lW "ll..;de 0f realeftt3te
(J<!in <lll ~iti<l!l<Jf ather assets
~ fr_ contin\ling"li""atinns before income lm\:es
~ lm\:W<p~ ~nef!t
Ilr_ fuIIn, crontlnuing OJ'<lrliI!-
If~.<lP\lIatl<>ns, mot,'" 1nC<>m.e.laltes
~ """" "fJ"Il!l'ion.
G!llnlltt ..Je af real estate
N"t~
Dlvidim. "".omnulatiV<l jlrefelXll'<lst""k
N!lt income .1I_hIe to ae>IllmQfi stookh61dw;
l10rllle 11rrlll>Mootll$ For the $lllIMllI1t1ls
I!rJdt:ilJintelQ; I!rJdelI JulJ<t30.
2Ml ~/i4. 2C&~ ~lla
tdlllhwin lli1lu,ands, _'P'Il'1iI\"",~)
$l5ll,J28
15,707
$!l;!.083
D.llEl!
$132,71&
31,047
$' 78,J49
21,1579
W, J5!! 31'7 350
$:4~t s/>'10'$ ~J;4~ l~,~~
S~,Z14 32,11~ 105,268 cn,;tl$
8,011 0,814 1$,~7 la,7311
2,,~ 3,24'5 15.1:3J 6.446
5.J-S7 3.916 10,642 7942
J,221 Sl9(') 2,~1 ilQ$
74,.8!i~ 41,142 149,)!1 g, ~~10
8,U~ $,023 11$.;669 s,sm
(5(l~) 0.88'6) 0.345) 0l,48l1)
lS7 87 299 413
($,PlltP (4,01.5i> U(),I~:!) (7.9:!2.)
:}42 2,511 378
h6!18 2,()15
13,Zi26 ~,267 31 $18:4 10Jl23
(~,16llJ '5,~~ (12,514) W2.
g,aiJo 14,~ IIJ,41U l$,tlll~
999 21'0 2,2(18 ~
2,666 s,.!l$5 2,P6l!
~
9,llSg 11,175 30,6/>4 19,J20
(:j.l1:5) (225) (449) (4~)
$8,834 $16,949 $' 301215 $ HI,61lS
T1te acoempanying niltes aroiin ~fiIl pat!. of th$. Consolidated Financial $tl'tlelllo_
3
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TAAA lO-Q6f3W20OS
p~ 7of<13
~ ai'{1:1IIlttma
TA1tltA<lON OOR:!'iJllJu lUN'
CoNSOLtDAIW> STA~TS OF .INCOME
(VI.audl\e.d) ~)
F<1TtIl. ~Monf!l$ Jl'<1T Ilno giltl'lll1llf!l$
HillIEiIJuij,lIl; IlIIll1!dJuijlltlJ.
iillls. _ i~ '2llO<i
<1l<i!I;u:s..llm~."lI"'!llj>ll/:'~.d!l~l
~:plIr~m~lIhait1>
Illu<lllle lbIlullllliinlli'lg b~ alloGlllile l<! dmlltni:!n
~d<lt>S
m.~.niliPns
Nel'lnlJ1!>l'lllhlllo<lllllle 1'0 COlIl1tlbl1l1tookhbld.1il
$~2
.04
$.36
$.62
,13
$.7:;
$ .7'9
.46
$],2$
~ pili' $OtlUl1oollhare ~ allllUlI1U:1g cllllltion
IJ:1com. fE<ow. C@iltin.\Ifug opaniliPns al1~1. lQ C<>mll1on
~4W
UlJ4tlnt.lJlQtId,~1llI
~inePtft 1l1locab!lo lQ eOOUlt""'- lIl<!ekh<>ldl>l'lI
$'.27
~
$.30
$.H
.11
$.65
=
$' .Q4
.;35
$' .99
'!:Ire --PliI\Ying ootes Ill'a "".integral part of Ihese C<msalida!ed Finanoial S!3!ements,
4
$.10
.J4
$.$11
=
$.6Q
d1
$,73
<=
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TAR'.k 10.tt6ll01~~~
!t1d"lIi\:ID~
TAIl.R.AG.ON lI::cJiltPoRAnbN
COWSOIJ:OATBD STAT~S OF CASHFWWS
~lJ~,JJ
CltshF~ lll>m Opiltilting A<iti.V1tl"..
NlltillGOlira
~=::;,::,:Ionot ibotini,,:ll> ml:o..h llSed In ""co...ting aetWiti<>t;
'('!a::L t':'!'r. c!i"IJ08'fim: or (~h\:l' :I~:;cl.t'
Ga,a1 em 3d;'" <.If :.~tI: C)ili:U'
\1.",,' "y i-:lo,e<l.' :n '"",,",,: 0' <:,' lSllli<:l1ltedpa(bl<!l1llJ.ips ?ndjpjnt venfutes
I )l!prl~cMI':;)I': nnd nill(" ~ ~1i1, I(~"
i~'11Iil)' in Ir:::u:ne uf )OIi1ncrs:'::p./j lndjriMt:nfilUr;eti
. ~()t.~1 :,,: !It'':n:eh;.I;:(~~Il:: ':-'11L'"
F1:u-w... of1'1llmBmuri~ invrentory
Nottell'!h <jotj(~1ll! rel11llld w. oj!:lek Ojitions
Hxe~ of hQlll"\JW1dfug ~illll\l reve$t over !Illl", <lOlteetOO alt.:i1:>\lt\lble to cotnmillsi<lt)ll
?nd oloslDg'eo..!ll
MCliifietl1lildinl_lllian:and devlllopme1'it c""ts p.ili
l!amestm<lllllY deposits:paid an bom.buildirtg ln~~
'&o.usm\:m~fet;g:ale::}'JllflQeexk av<<:reY1ID1Jerecngni,~ed te:roef\A ntreveflw:reoognlzM
0\1\11" h"'lUl !lllle.~~) Em l'\ll"o~oE cpmpleliOlllproj4ots
~"in ofWor ojlet'lltillg ~ ~nd otMr liabilities, net of .l'fecll! of nQll.cash
i4l'~ (lPd ~lDg a.itle",
:fnoreas:e if1:'~st;re:ee:lvable:
~ irrllthtltall_
1:rme_ in.~ liabilitieo
~jn,m~t~b~
Net;Cilsh Ullm in Oi'''''~ acfivitil!S
Cash :FI<>"w.n-. lmt"OStiJ1g A~tivilies
!1UlIlilase "'~_llIpl>ttlnllllt ,,_llIliti~s
~ <lflandbclev"lopnrei!t
lhoeeds_ thlt.al\! nt_I eslldll
~""P\f;;l1jmp1'OV~
~1lI ..r dov<ilo))il:!g ~tiil aparjlnqpt ootnm:urti1i..
HlIlileilt m(llley do!>>si'l$ Mid
!lati1os1 ra6t\~ tlelll',itst_ived
Pistlillll:ltions.1!lvm mvesting: a.ctivltie. of panrrersltIps?nd joim ventura.
AM~ ".. ~ 1lndj<lllnt ventures fl!ll" d<wel""mllllt _18 or for the purclms.
<if land rm de"olQpmllS!
P$ll OU~
F...llloSiltMIllIIh,
E1r1kd_~
2Ml
~l""j.J/l..
$ 30;564
111,90$
(17 ;J~3)
1345
10;209
(16,~'6!l)
Hl5.2Sl
(1.26.7.'91)
61(,l
~~.(J541
(157,114)
~ll,477)
67.293
(47)
(19.1lt4)
8,229
n:Mm
(n5,I~irl
(';51,6.'1)
(467)
38;034
(Z;SZl)
(2;\,123)
(1,796)
783
1,66!5
(1 6,251 )
1'he, .<lOompanyWg ootes are an ~ partllfthe.e CotlllOudated Finan.cial Statemellt!;.
5
$ 19,120
(5,<132)
~)
\.i,\J4()
Mll9
J 2,464
(5,$10')
!>:l.M9
(28,509)
235
(J,32ll)
(48,15.2)
(6,129)
(39,533/1
(231)
(1.(},19'1)
l,8iz5
(14.0llj
(64,647)
(I ~,J'2li)
(4,535)
1.,203
( 4.61JlJ
(~.244)
(5,219)
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TARR.IO-Q6130f2000
Tdlll. ",GdIliIMl1
TA'RR!AGON mR1PtJM'l'IDlN
C01\lSQIJ:F.}AllW s:FATE.MI!lmS 0'1' CASH FLOWS
(Un....,!ltl>#) <e-~)
p~ 9 of(,f3
PlIr the SIltMnmbs
EIl~Jul!C~
~oa.s .
(49J~.jp tho
<Cash F'klWlI fwro Jirlr~~Q AoJivjti~$ (<><mtinue<l)
1iIflt;dig~ fwi:n operatlng activlti". of fl<<tlherships and joiftt'ventures
Fl~& from dl:sjlillOiti<lll1 <Jt !lthiZ.r.....
tli&lrihuliiP<llt'tl> mu.ority partners ef CQllSOWatod partr/I'nlhi]>ll ancljoint venture.
~ ofmi!lerlty part1ler~
Ok
N.t ~h uslld in inv,'Iln!$ activiti.s
$ 16,716
(45$)
(17,0.00)
7
(44,375)
GIIidl FM"" i'hlttl FJnahe/ng Activities
~ a-- borro~
PrinoiJlll! paym_ en,n. payobJe
D.illIribulloos..I'rQm ~!l a<itiviti.!> of parbJ.rslriJlll and joim v.l;l!).Ire.
StQQk~~
Dill '''.~''''.'A .....,"_'A._
" j.....!I"''''g''"'''''''''~
PIll_ois fr<ll'll tl!c> ft1ll1lUe <Jt .rJilCk llJ't4oml
Ciihor
l'i.t casllprovidecl by fUwlcitlg aofiv!l:l.s
$&;,7&7
(28S, 189)
(1.2381
(4,fjZ)
5,'938
(U.7)
2l!2,699
N.t inerOl\l!'l In'C!lAAlIIld "ash ~yalen\ll
('!Qil\'l.an<lcMll.oqllivl!;h,nf.1l. ~nni~ of perlPd
Cash,amlllallla equivalents. end of pm:J.od
3,135
22.flIilI
$ 25,201
$l):?J'LHMENTAL DIScr~OSl)RE OF CASH FLOW lNFOR!yfA nON:
lhteteot pllid
Ille'_llllte& paid
$ 24,614
$ $,703
The aeC<ll'IIpal;Jying DOtes are <In integral part ot these Coll$olidatlld Financial Statements.
6
$ 1,738
2;075
(582)
1I3
(27,616)
l~l
(S\SS1)
3..$5
P12)
(452)
4;746
1m
~,l!2Q
5S'l
21,~
$ ;n,1113
$ 25,458
$ ;!SO
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T~ lO'Q6fa~.6(J5
~llhillii'fB-
TJ\:RRAGDN OORl'O&ATION
C\JNS01Jl)AtllD ~rA1:EMIlNT:il OF CA:ilHFLOWS
(Un.ucl:lt.ed) Cc.,n~)
page; 10 of~
Pllt ""' $IllMnfilbs
BIIdlil1rlulJc3l1.
~1l(lS . iMa
6loU""'in.\llo_<li'l
$tJPpr,~TAL seIlItWULE<DF NONCASH INVESTING AND FINANCING
ACTM'fI];;&
~inSllSlOtlllWd I!ab~$Jn,eOOTl.ction. with thei purehail. of,renlal apartm"nt
__lief;
~~lt
~.~eQ .liiIh
Gl1lrer'IIll'~1If
Citheir !lab!llli..
<'.lO$hI1!li"
$ 39,342
172
555
t'!02)
$, $1l,\'W7
Alll>.19 1I\trltl<l!l.off.md lilIbilitie. rel~...d in oOfill.otiort 1I\tlth the !lal_ M real _'!lite:
Rml .!llkt..
Clthilt"lI$selll:
Noi:l1il'a!lli ~$tp3yab:l.
o~Jj~J:>jllti..
l'4inPl"i1Y ~
Gktih.<\t'l,ilal.
CtIlI~_.ived
$ 59.~73
2,gs2
(41,:m)
(294)
(39)
17.333
$ 3Jl.!T34
lll!eCt ".ll.1\lio"!$11l"\<l Ual>lliJ:l.. 9ftlIo c6n$6Hdatioh offout api\rj:jn_l\t eommuru'ti.. and tlrr..
lIDmebui1i:ll:tlgoptoj_ In 2004:
Real.._
HUlIIlllJuilding itwenltlry
~.r~t.
!n\"e!lflllOlfI:$. In atl!1 t/.dvaJ16.. to plItlnersEripltt/.lldjQint v.lllures
}l,"l!i<i~~
Qtber e$elll
ciI'!-.1'lttet:U!l\iO .t~:f(~i:;'~i~~:dm:hl':';'
~"t~5 i.lnd 'r-c.~..,'\;. pa~ .:t~',l(~
wilJllr 11atnl111..
~intore.t
$
$- $
n.at $lft1e h1lldfor Jnvesllnent:~ed t@ lIDmebuilding Jnventol)'
$120,975
1'he_l!l~ying ootes are anint\lgndpm of thes. CQIlSolidaret! Financial Statements.
7
$ 150409
114
163
f1 ~O)
$ J 5"2:6
$ 2,5]7
131
(4,402)
(~
3.Q44
$ l,~
$ 00,%'2
!l9,882
78,Qlf6
(Gl,872)
llii,m
13,550
81
(2]J~S)
<;Z&,$j)
({>,16~
:&
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~m\it.-
p~ 11 oft\i3
T.KI.tRAaD'N tG:cJltl>bMtl:ON
Not~ '!(> CONllOLIDATED FINANCIAL StAtEMENtS (Unaudited)
NOn L Bil!$tS OI'Plm:ilEN1:ATION
The 8lfllom~ .ComollaatM:F~ Statements hav:e. ~en~~ in acc~ance willi ac~ principlet .
_l\y,,,,,.~,,,J:be J:1~Stote."f.Am""",s.("li}~ ') fot ~.~lal i,d'o",," sod ",..thAlo ~ \0
F~ 11l.~ Q.ti4.1'1U1ll' 11). 6eR~ :Mf z'l.qc(!J1Ji!lg,\y, tl:ley d0,nllt inclJ1,qe aU ,of1he infot1IJ.aliop.lll1d fQQtll\ltl\! req~4
11J! ~MJrt!lr<;ilUiple~ ~ ~onJli. QiI~ ~ for tb.~ iU< fllot:llhperlo(i 1ltl(ieq JUjIa 3Q, ZQ\!j. il,ra Dp!
1lll\lQjIllsr~ jfldi'cali""o:t tho r~that'ltttoy be eXpected fut fl1e tear en<ling Decefitber 31, ~OOS, FOr futthet i1lf:_tiOll,
rt!f<lf 10m" ~~oIilliJtod Fillill:lOial S_ettlll !lh<l Note)! iMlU&ld ill O\l!' AnfiulIl Report all Fatfit 100K far the yi!ltr ended
til_loer 31., 2004.Dl!lIJ:ar,_lntabll!$'arein1WUSlJlldll, ox<:eJ>t rorper sha"Hlata. Certain 20041:>a1ances hlWebeon
reolusJ,~ to!><ll1l\ma te) thejOl)5 ~<lI1letion.
NOTE 2. stoCK.-MSEP AWARD'$
In~ \Vll acfQptedthe Calf ..alue me1heddefinedinSlat"""lllJtofFinancialAcc~ Sllmdardll'(dSFAS")No.I23,
~~W'8\<!<lk-il_Q eoJll._tion. " ill...."",,1;Ws fur 'lor ,to,* option pp, wl>>r<> previ<>u,ly w. appfu>d tho
~~~l~.HQStd."OpiniqnNn. 25 ("AP,Bl'lo, 25"),. '''AoooutiJ;irl# for Stock IilSuedto En!p16yc".." andrelatad
Ill~~ W.,.el!iCt!'Jd ftl.l\IIP~ it prnsp~Cii~lt fotall ~1lR grlrtrteddt m<lldifioosinee the beginn:fug of:2002, ll$
aIiou<ell:by SltAS 1\10, 148, .A.o~fo'r St""k-Frased Gtilllp<ltJS~tiOl1--- Tr_itlon andnloclOSbre. W Bellllllse stmle,lIW.n'ds
UIlll:er1h<liP\al:1t 'lest tl\'lll''lleri'aM nIl'Il;i:nsti Itorn om.to I'ive yeam, tbe_ re1llted tI1 stock-bs.>ed OlllploY\1ll.Cl'ntpensation
inoJ.udl!d.in 1h<l_aainatlonlllftllit iml_4l'tQl" Ihll'lhr~'!tld sh ~p.m<!ds eudedJune.30,~005 and ~ is IIIH than
tllat ~ WOl.\ldbave ~ fll.~od jj;tl>> tltirvaltle PlllIodmet!l\edhlj4\ l:>een IIjlPlied to alLa.w~ swee the origj.nal
ell'e<lllw. ditle<.orHF,AS No. llliil. The ro!k).~ f.aW. ill\J$trate. !he e!Iect on nel tncome and eaming. Jl<lr cofitmoo allare a. if
the fair villulllll!llod lne1he<iJrad beet! apj!>lied ta aU ou~t.andwg and uillrellt<<! awarcls m each period.
~ incmneaUooaW. to """,moo "tookllolde.., ""
~
Add:
Stdck.bIl.iled ~l<wee cofitpellRlltiOIl elq101lRe
1njIluded in ~ net tncome, llet or Interne
-..
Deduoll
Total.st""l<-\lase.d eJRplOllee compe!ll!l'ti'lft expen..
dlofjmn:ined 1JtlIiiIr fI\ir valUe b.,.1i It\<<JIQd lQr aU
aw$l!j1ll. ~i>j: l>f ifwt>.!n~ til><<>.
Pt<> 1:"\!Im'UI.etincmn!! al.loClliAA to. G9mmOll.tocl<Mlb
~]jor<io.tlIln~~
Nut.\mdna lllI_tlIe to cortIntdll,ltltlcldiloMe.Ill, all
~
Natilta_e allc1cable to Qlm11Ilo.n stookholden. pro
f_a
!lllnliJ'lIl' por <;111l1!Jl911 #Il!lIlO' - illlsumiug \!ilL1li\>>.1
Nef mCqrtlo ~l. to oPllImtlll $tOckbolden, as
..............
~'~~'~~
;NetAimottte,::til~bl~ tb<C6ri'1itr.6fi;stoclcho'kteN. :pre
fonnll
2005
For 1he !brooM.nth. En40d
1.1~:'l().
lOQA
$1lr,668:
$8,834
tOo
(J04)
$8;831l
=
$ .36
$ 36
$ .30
$ 30
a
$16,949
(96)
$16,949
$ .75
!Ii .75
~
$ .65
~
$ .65
For1be$boM!!"l11s1!lIdN
lm..1'b:
10@$ 1004
$30.21$
96
235
371
(3al)
$3t},2Q$,
(21Q)
$llf,6i1
:I 1.25
~
$ .84
=========
$ 1..2S.
=-
$ .84
~
$ .99
=
$ .73
$ ,99
$ .73
......
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TA.RR 1O-Q6faw2fJ~
1'age. 1.2 of 63
http://www.S!1I.oomIirweblinKx.thtllll.aspx?T=TARR&:FID=I&95702&8=HTML&.O=HTM... 8124/1005
T..l\RR 1O.Q 6I$tJj,2fJO.s
~ uf.EllIIl:ml
p~ 1.3 of l}3
TARlUI.oON GOI.U>CJaJ'inI:i:N
:Norm: rl:) ~~:A (!ill FINANCIAL ST/:l.1JlMENts \Unaudited) ~Cilllltlnulld)
:NOn! 3. V~lUN~ ElN'l1Tms
We:haVo, llens0lidatlld lIu:le l'lll'iable :lntmllt entili<\s ("Vml"}of willeh wnre lha primary b~ in llOO.or&mc.e with 4he
lI'_ltaf..h_~,st..AdI.,,,I. l:l<:>.rd'. ~tiWl4".;R.. "\:"",,..,.lillOOqn of VatlaQl. :r..t'o....t R""l......~ an.lnlo,rp;etatltln
<<~Jl.~ BlIllOl'inSl. "CQr/1lQ1iJl<1t<ld Fitlllll<lil!l SfiI~enta." The tbtee vm. consist of two limited 1~l:Y
r:6:1i~)p.f~~dY lhli~'()\\oll L!r,,~ 6[~{"'1~h r~:'11lil :iF'l'If'~i1.~nl ~wuti~:W~t;h6ao @if.S'illlQ.cme,.lltit,ifjd lia.:bill~t:el;)m~engQ!.ed:1n
:1CITI.buildir:g w,:h. 2: 5-",;1 "~c-rc"lic:c'; Ir:"~:ti<llllll neW deyelopment. The aggrega1llI0ta1llSlletS ofth.u vms were
S52~ m;lll.l"'!I,f,IS ~,[' J:II:,~ i(';~ 2'j('.5 ()~.'I'n= tl,ltill a~i6t&~~~7 ntilliotd~clas~ftledqis !e~ esmteh~ldforinvtittfietrt~ti
:s:l4,lhnillieni.:<lIassWed1l8 ~uldmg itlll'enl01y in the llOOompsnyiDg rm. 30. 2005, Coosolidated Be1anee Sl:ulet two
of'thOlle Vlllo ban l:IlOtlpge. totaling. ~i.8 :rnill:lon that are n<lI1-recourse t\> the general ....1s of 1'.""8O!l.
NtITlI4. l:NVBSTl\4EliITSlN h:N.O AI1vANCE'$ '1'.0 l'AR~1iANn roM vEN'tUREs
InY<lIllm.e!1lB.in and: advanee$ll:l partn~l?l' and joint venbJl'es c_i.l<ld 'Otthe fqnowin~:
801hmafJ:v:ama A_
......<!J>iaAp~..m.. 1-.1'
^_='Tll"~'''''''T1.C'
.~ C' ',~~vJ "'*'-'"
\!l....~v...n.1..e
DllIlfblttb Apattilllonl! 0-."" L.L:C
DelIltlll1 Sqoo:re,...w:,C
Erobolnmj0inl'_ :
lIQI:lMonrpe,$lrew:J:lev;ll>pInllllt. L.L..I::
JillillldI9i1lll! ~lbj\ilient. J.J..e
~ 144J)Wel"j:lllI.etll,L.L.C
Madililln W1ltll1ioull~ Dw<1l()p;/tertf. t.L.C
'tlli:Mfila fI.,llckert Sal." 10_. t.1.C
11irm.eonlh Street D<Mll0pment, L.L.C
Upper ii:!m!niRealty,r.,.t..C
~1llU~.,1..P
L<>ll/). L.P
~1t,~~cI,.L.L;C
Clria!I f_ TlIhil;p L.L.!"
!"lII'k ~ TarrI!(<l,\> L.Le
t~,CalJm,p. I..L.<:
T~.h'Vllllflllh1 (kXl,U...C
V~.!!J;E~l:!lII:t\Qr.LJ:,.C
Ptafitsl_
5tl%
1o.~
90%
50%
99%
50%
113.%
.'i.'i%
63%
63%
4lI%
:50'10
5(J%
57%
:5O'A>
50%
70.%
5ll%
80%
951%
99%
JUn.e30,
2lIDS
$ III
2,51'11
62
7.:170
".AAl
3Ql
2,033
1.455
12,144
~
JAg!!
2:31
15.217
10.137
e2
2,.045
$lllI.~1
Dc:a:mber 31,
200l
$ :'lO
3m
1'tI
4M6
S. ?'Iii
J,7~
s.lin
282
J,91S
1.140
12.749
345
2,026
2.29
2,100
0,119
632
~2
$~
w. ~~art ir.!'!".""" 0,<,. 1-0,,1' ,",,1~ f',c"o""tT"l\ing intdrC$t5 in ""oh of the aTrove patI:llenlh\!:n or j0inl' Vllllture!<.or
_~ ~ IllIve .i~mt:""i1I1"'''L'"'I'.II!l1g "i~~IJ. .'" ,'e!'in<l!2l.in the FInanoialAOO@~1t StandIW!lBO'FlIY&n~
~"T"~,J.7Qnlel~ !l(j. If, Ah;n.l'.:l, '.ll" ;':lPC"lIl,"II':1 l'1~ll,,";. ,h (:..r!.qep/hyth~'~~J~tiwt',9flhi9:l:ic AeQ',~~'
~tclmei1t ol".FoliiliOl:l. 1*~ "l\.\l<lq'W!l"ll fur InV1lSlm~ols, in Reel Esll!te ~.," TherefQre, we ~Gcowt: fw O\lf
il'N~ In thei. pa!:1bemlripMrnlil j1!ffl1tveft~ uoing the equitY method.
Vir." !'tI." gJ.>llrOhl..d """ $-7.5 million ln~g...,f!ll1l1fioon;,"lidalM j"itrt ".,,(Utl Additit.lnally, w. halT. guilt1ilt1teed foil!'
~tilIl!ll.0ltn!ltolll!ing $l90.~millitl!1 andtw't> land10llllS tolaling $14 millionofuncol15olidatedjoint..enlures. The
eOl'lSU'ummn l_IlaVi>
~
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TAM. lo-Q6f30i2~o.s
'l1llilllo 1lI"t!;<liltH1lS
p~ IIJoU3
TAR"RAGON rolU'ORAnbN
NorlilS TOCC11iI SQLJDA tEn FINANCl.i\L ST ATllMENTS (iJnaudit<:d) CCOlltil1ued)
Nom 4, IN\ll:'!lTMll1l:ifts IN &NlJ AnI''' ~ TO l'.AETNmtSIln'S AND JOlNT YmITlJRES (~t~d)
811 VO!!atAl ~ e<'f 1\tfIo,3D. 2005;..nS'J.ll.J mill:ien. W. hav.elll<:<>rded Iiabilltie. ll>~$!ll millien in cooneotiPn
WIilh lv. <>f!heM ~.. )!lil.t1il>liI1ed r..... v"Iueo Qr Qlherl!"""""Iu. provi<lo;i .in... J~ 1,.2004, ..... ""t'ijwil'i<t..n.
nelqw ""'1!tlll!'dite<l.\UW!ll~ ~iol <4ta fO!' QUI" 1J.lJ<l<l:!UlQlidlrted partn$I1lhips and jqipj: v~t:ww.< f"" th. thr:e.e lWd siX
mWitllll.'lfi~{etl4.d 1111\. 30, 2005 Jilld 2W4.
~MQnfkB~lOi.ru"" .~P, 2/111$
HW1e1;il!~tA~"!l
Q;m f:If llbMibuildlllg sales
J.twta1t1fl1mU..
~1IlIdmheroperating.~.
Intemu. e~.
D"ilAoillJim>...>(ponse
~incam.
llililnlnatimd ~l and_llI""""tfe;:s paid to TalTlll>OIl
1\!lltUlC!llM'befarlw,!l!1teStarttl mal1allement re.s'Pald to "l'axtlIll'"l
n.~t!l
$lmI
l:lovtloPlll",,1
$11.216
(6;ll56)
(1 )
(<)7)
4;462
:Ii 4,462
======
.!lqUity mim:"",e of~p' llndjoint Y\lll1:Ures
$ 1,0:34
$
=
e$h 4i$trlllu.ti<l.ao :hH'J<~ of investm.enl
'l'hr1:lf );f",,(h;, 1k/tdec4Joo. J(J, 2(J(P/
1i.1lntlll1"<l.1!enl.l<t
~and'J1ll:h...~atmg~_o
~t!Ol!'P'll$.
~o1litlo&eo<p'lIIIe
:rmmm. hm ~ opemtiOllB
~io""m""",<:l"",,~
LQl/il J\"qm opiIIa'tiOllB (It)
Noi.
Blhnlrtatlond ~entfees peW to Tmag</ll
Wilt inc<lm:i> '!1e&n.inIJoNst.and 1l1~"1t"1l1l1 fb.spaid to Tarl1!I!l""
Bguity incim:omeofpartneWlips 8IIdjl!>W-venlures
~ 4imll1u1;i~ in~c..s of inveo1l!Lept
(1) ~'@t<Ii~~ in dlsQll"tjnuedoperatfuns w...$41l1,(lOO'in 2004.
10
Qfu"
$ ~986
(38,122)
8,391
(4,116)
(2~4)
(1.4$41
14,/>51
357
I> 15,llO8
=========
~ G,!l8~
I> 2Z3
~;\II
~Pl
$ 64;.200
(44, 77g)
8;i!l1
(4,1:17)
(3,.Q71)
Cl.454,)
1!\1l3
351
$ 11l,47ll
S 8;016
=
$ m
=
I> 1l,236
(4.2ll4)
(3,Jlli)
fl,jV)
41
(264)
(m)
;Wi
I> 119
~
$ 166
~
I> 4,851
llttp:JJwww.mLcamlirwehlimoo'htJl1LllSpx'IT=T ARR&FID=18.95702&S""HTML&O=HTM... 8/24/1,005
iAR;R 10-Q 6f~tJi2(105
1l.ihlii IIfE-'
T~.o'N ro~M'mJN
'NQ1'$S TJ:) ~~1Jj;}t\ 11m FlNANmAt STATEMENts ('tJ'tllIUdillld) (1;:IMI1iitmed).
'Notli 4, m~tsm AND ADV'~ TO l?AR~$ AND JOINT V'EN1't!llJlS(CootinuedJ
Slit. Mtff'I/t1rt;t ellt/It" Jim. .30, iJl>>s
KOlIil~srat\lS
Cn13 of ~uUdirlg ,~I\lS
~~~
Propti~'*:ad' :":;~h~.r ."'ir.~1ti~tin~cxt:\11~l\'~~'\
h:lR:"('Sr e"l'L~rbr.
1)~rrCC.:rll:(l1l ~.,<:':Il,,':'~::;c
Il1!;o\ne /him <lOlIlinlJing o.p~
~QP~
I!A!lI ~ open<tiolJ$ ~)
t<!lWS illlllal<l-of'teal..~tlllll
l'Wi>l~
FIl.~~ oF mte.oot <jl1d lhll\'ult/;"!l'onl rea. paid tb Tadllg~
'l'Illlfutill1
8ttm
tl<vel0lln'i0J!!.
$ 2.5,553
(14,)91)
(2)
(289)
H).871
lU.871
N;lt i>l<l0!l'" l'!ef_lr,J,lJlt4t.ll111! nrafillgetn",Ot fee.. Paid to T ljJTagO!1
$ 10.871
~
~ ill ino<lfj\e Ofpa:ttliet!lllJ.ps lItld jo:int volttures
$ .\691
$-
Oa&h /liau:ibnlloll& illexoll$s ofin_ent
$;p uQJ1/h!l:emled./u(le 3/1, 1()()4
l!>~n>,,<>nw;
]>'~'llflll11>lhott!iperafingexpenses
l:n_t~e
~exv-e
~. fIr\1m 9Qll~(l.pelll!i\>ps.
DiJoQntil,ueli Oplnlltlilll$
Los:.j'j;_~_!,)
)l!et!\!JS
'Illtm~\;olj<>tl<>f~~~[dtIlT8l:liigon
lII<Itinc0!ll<l Wore ~ lll11llll:atlll$e(It<ll)! fO<llf.paid t<l Torrag<>ll
Equl~ in il(~ 6~0I'lln;pi \IUI;l jo:int. VOff\llr..s
Oa<<lllltributil>no ineo<_. dfinvesln'lent
(l) ReVllIlUlO presente," in dia_1!i1med ~rlItio!lll was $] n,ooo in 2QO~ and $858,000 in 2004.
II
otll<r
$1I5,10$
(1l'$,l!ZQ)
1'6".1t4
(ll.llji)
CS.92S)
(2,73lJ)
2M25
(263)
(3$,Q)
2;7,61:2.
11.9
$~~1
$ 12,640
page: 15 of 63
ThtaIAJl
_$ll!il>
$l2~,658
(81,211}
11S,114
C8,17Q)
(6..2)7)
a. 7381
39.0f!5
(WI
J3!!1il)
38,~
119
$ (lil,202
ill 16,531
$ 33S $ 338
$ 18,4;,0
(8,153)
(6,48!l)
(3,134,
I5iJ
m,Q}
(ll5W
m
$/'J2
$ HID
ill S!>fl()
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TAU l!H~6f8QY2005
p~ 16llf63
~.lliI'G,Illlit.m
TARRAGON CORPORATION
NQTl'fg 1'0 CG1N~l.JlJA'mD FINANCIAL STATEMENTS (UnaudiWdj(c;sntinued)
Nom 5. EA.l~ll1mGiIU'Jiltl; COMM01l1llt'lAIUl
~ lI'W_IS.batt4ha'le bellllcemputlld baaod <lll the WlIi$ted a1lerage,nutnb.orof.s:bal'<llI of oommon stock
<lU\olop.~fw; th. lhr,,~...,.l, ok< month poria,," ""d",H=e- 3~ ItO!fs lllJ.<l2.llrJif. bll"",i.<>e .... .."onqjli#l.ion of """""'Ii" jar
_ 116""" ".nd Ollf.Olng~ l'''l" coltlmOfl. sbi<re - aa"llIllflg .di1ut1ol+ The lttf/lnl\lI1Jqn pre.ented for 2004 baa been ,,",llllOd tl>
gjv..1ift..,t::t<> ~ tJ'tree-fQ:r-t\\lo 'St\loi(.; splltiti PebrturfY 2005.
N.ltineom'il allomblll ta GOlllmOl'l'S.l0okho1ders, as roportod
Ad!l:
Inlllraal e;<pfl!l$o I>tl cOl1\'.ertjble noleJl. not of income
~<\l>
I'I'f 'IlI. ;11l\O<:_lb,j;n~
luu<WM
a~ ~1lJl!I
$ ~a14$ 1.6,949,$
FI'f 111. SixM9.n!lni'limlc<l
lQn.30.
2005 2004
3lJ,215 $ llf,61il?
~41
1,711
Net iaoome aUooai:llo to common stockholders - W\S\llIling
dj.!uliDJ:t
~ per cbImiloo share
N1l!c'immn",;tll~l. to oommM otockllolMlll
N-et' ineom....uooable t(M:onunon l<toekholders -
llllSUIll1l!g'lillutfon
$ l?'67?, $ Ilj,~9 $ 3'1,5121\ $ llM<l!!
'$ ,alS' $ .75 $ US $ .IM
$ .:>0 $ ;~ $ ,~ $ :tJ
~$V0l'll1!l' $hates of COmmon slQ,* \j$Od in comput,iqg
~1l"r~"
&tl!l>Ill1til\lll pI'llIllm:d ;11_ ofmimlrity partmr in
<XltlIlQ1iiililtlll!l joint"llentllr..
Conv:~ _
Rt:I"el>t IiIbto<lk apjl.e.ciation righllf
l!EfuIltqf~ <iplWllS .
w..lJghllld a1l~ shares W _on m><:kllSodin computing
.~ _ .har. _ing dilJ,tion
21,385>,242
ll!!.@6,535
ii68,O!l6
S,065,3S6
130,371
Uua, 111
668,096
2'4.Q89,424
66ll,096
o5,065,3S6
112,677
;u4'l,181
2$,l.O2,855>
66ll,Q96
2,$SM~
:;k6?4,834
2$,MS>~
12.$16,836
,25,llS$,P60
3),1?$, 1 ~a
N01'lJ: It SEaMENT 1Y'!l'l;Jl!.!lNG
Qw butlinOllJllS dl\' Mod intolwQ p.dncipalllOgmi\l1ts -l1OlnebwlGmll and tho "poration of our investntOlllportfoU<>.OUr
~l>uil4i:n; P.ivWQJlm. the lllllin fuCUli of our bU!lineo$ in lerWl of Iln!lll",.j IllJ.<lhumaIt capital. 0.... 'Iotivlues in tile
H~el>P.il!iintl. Divisioll'OllCO cond"minium conversions of oXi$ting apa;rttnent c.ommunities, the Mvetopmelll ofWwn
JioIl1Iis antl tljIVlllIro.,ti$e or .' <:'Ol1dontiniuni$ f"r am" to !\!liroerrts. IIllJ.<l develoilmont and Sale. and development of
fill\\' inv_em ~... apartlneltloomllIutlili... F.jjjtdi gene1l>ted lw the operlltiol1, sale, at refinmeUJg of
proptlrtf<lll At tho .in_ stlppOrt llur o_head andAm<ilWe our h<nnabtiil<linS aati:vitles.
12
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l'A~OOI'~MmN"
NOms :fQcaNS<fUD.A IEll FINANCMt SrtllifEMEb/!5 Wnaudil<ld) (C0IlIinued)
NOn 6. Sl!ctMENt~t:nt:nNG (CcmtInue.d)
:tf~~~I;IIU'1lI' Qur aetive ~ at June311, 2lJOs, include thefollowing:
_aiJlit1!l
H6IfiCSiOf
Hilm..!liRs
_ilml.
c_Jl&\lild "_-unit""
lOQ BslIttalJ 0Ills
I100.Adams
~eoo t:Qll;". Avenue
~~P0inte
Alt;\ MJjt
A;11jnll't<>n Park
i34l1e Fnrk
Blshoprs e:.\\lUl'tcal Wlntlw Pllrke
~g8
T!>.e~Ult
~Olllhi1Pi!l"k lit VWa Lilhls
~Jb~BllachPatk ..
The Bxchimge
<a~_at1k~1mtiro
~bridge at 5t!llleyb<<lQ)te
~Q~lIRi"'wHP""e
tinOoln PoQ:ltb
:Mlln!relluo< at ~eerwood Lake
One HUdlmn Park
Q;<fwot.<.rlace
W.. ~iI!' Yb<;Ir Ci\y
SOuthllmpu>n PoitlIi>
ilIlU1hdd . P6inl:e
Twilfn. ~w at FenMck Plantalion
Venet!JUl &f 'llllapJU
~ ViJ!lli at1!llVea])w~ ta:lll>
W'lWWi!;1l; liltll'te
-w-atrMt'ati GelellltlttiGn
W06ds llIf t..ake Elefon
woo& at Swlbrldlle
Yacta C1u.b..QU.tlIll.llllrn~
tinoqnsolida!lld comm-unities
B:Loel< llll
The rh;,M.
!he Hlun]!>l<>ns
LQt\& (Ill:i'<WI\.ollk
\mllllil !'ar"""
'Jm Hum<ll!edOratld
Locatl1lb
Ft. Lauderdale,
:FL
Hoboken; NT
.Mlaro i Jkljch, ]I L
noeland. FL
Ft. Me)!e1;$, FL
1'lIlT1pll, Ff.
Nmthvill., TN
Jackscnville, FL
&bok;en,.liU
ouw<fo.FL
Ot1an(lo,;FL
TlUlJpa, FL
Ft. Laudllrdale,
FL
oelebrlltion, :FL
ddandQ, FL
1'l IAl.uderr\lllle.
FL
Averttura. FL
Jacks=llle, FL
Bl:lg.water. NJ
TlIllJ.pll, FL
TI\fupa, l!L
Charleston, se
Deland; FL
Charleston, $C
K~lmm"", FL
O\ll.,,,:\Q..FL
Watwlllk. NY
Celbbration, Ft
Lak.. Helen; FL
Deland, I'L
Eypu.luxu.. F!L
HPboken, NJ
Orland\>, FL
Orlando,Ft
HmJ!iit<Jn, rx
}>ompl\1lo B'l8'Ih,
liL
Hoooken. NJ
89
7:6
l!I
1(}2
l~(l}
:>ll
36
324
22Q
1!!!!J
t96
lOil
87
Illl
3%
811ll
526
4il8
168
~
45$
240
2Il
:m;
lOll
2.$6
212
I
89
I~
g74
5,811
217
1
4~8
3!i1
481
159(1)
1.707
Des<riptloil
Mid-rise hlxmy cdud<llltiJ:!1utn davtlo.J'llleM
Mid-rise luxtHy CO!ldominiUlll development
l:011dQm,inium CO!lvOl1fion
Llmd Qevel"pment
Ml<l~~ 1\lXQIy o6t\lIOmiDiwn &;""19pnjent
1't>wntlonM oonver.;\'ffl
Land &tv.,}optIliellt
CallOOminlilm canversibn
Mid-'rilre lUlUll!y OO!ldominium w,..uopmen!
O<>.QQQnWUJlI>l C~Q1l
QOtl.d6m,inium cOnv~
CondOlJUtuurit .0000~ion
Lol\ d""eloplnenT
CondominiW1l co~
Cond!>Inini"", conV<nwn
H~h-riJ<<>' J"""'Y ~<>l"inium
dWe!opment
Land development
Cdndortrinium c'(')ttvmt6Ii
High-rise luxury eondOJIliniUlIl
development
Condam,inium CQl1verorqn
lqqnQQrt'i~ o~v~j~gri
Condom.iniurit c<>n-.iw
ta:lItl develo}llnettl
Condom.inium conwrmon
LQwnho_ va<>atiQ.n llOllL1Iluai!;y
!QWAAQIJle vJ!Cllti\m ~JIl,1JJljly
Tred.itiQnal neW Qev'elQpIllent - fllIts,
16wilbome$.. aitd cOndootiil:furta
.COfidcffldtrltirt1 bSiivtlrtrion
LanEl.o.,velOJ'lll1Alll
Land .o.,ve!ojltttem
OJ.udr1miuiW.fJ ~qU\'eniUp
Mid-rise blxtHy oondonxiniwn dev..lu.pmOtJt
Mid-rise .dudOOlinium cOnVllrs'ion
Mixed use retail and oond<J1niIlJum
cOll'fersion
COIldominiUlll conversion
T o"'Mome cOJIImlllri\V
Mid-rise lUJtilty o<ltldominiuil1 de>elli};l1'neIil
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(1} Wl>;havere~ {l>UlI00./'rtlm the mlo of 12.911OOle>l for Aka Mar. 23!llIDmes for Las' Cilas River R<illlSe (of which
2iOWJi.tl havo oeen cl~, iUld llillMmlOlll'or XIt HundrodllTand \1l'lder!he percentage of "0mplotion method as pf
J_ ~, :200,$.
13
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-~@~
l'1(~,QN OO~llAtEl:>>f
m11S'S TO CQNOOL:tDA 1lm FlNANCh\L StA'!EMIlNTS (\J'uaudited) €CQnliinued)
NOTE" sm~ .R:IWo:l::rtJ:.t(} cContlll.ueQ)
A:Jso:in~Jnilil>~lmil~;oi.y.isien.&:eJ1O.ll!3l <lommuniti.ea und.r develOjll11ellt or ininitialleas<MllP' *<isting_tal
_~.. ~~_ or r~.I""'tw..>, ...,iJand h.ld (011 ....v.lopm""t on"'~. VJf~ ~ S;l':l "'"-to in le__"" ...vor
t!!IdPr ~!l'll!lli!>iJ.llt I\!llo 30, 200"5. W~ l1ta1l tl> ~llI.rt C<)~lr\lllti(>n Qf Ii 3'l'il!-unit apjll'lll\ertt O(l!l\munity: in lhIIlIlif\\i quqrter of
~Otl$. We m~lli'e llle .perf(!(lfi8,tlee of oW Hl?m<ll:>iliJdlng Diviaiou prlma;tJly by fltos! ptOfit from home ll!lte~,
Ifi"i!ll.trli01l,t. '!.11i> lI\lvi$ion ipclud<l$ p.oporti.. wlilt lltabili:old opMrti011O, W. ""mid.. . pr.operty """b11i...d wben ........I'i!PJ!t.pt
<lI' _omooill'llu"'tllfitiBlly tlMlpletO..nd :reootr'iIfllllpel'lltlnll itrodtlle _.d!; Glparlltlng. ""'P"Illl'" and debt .orvi~. Tm
I!MllitIB1JllIJ:Jivillilm hall ,S,IM QOllllolidlltlld~tabl1l%1lQ\apll1'tmlltll"llr1d ~j36411llll>i~l\jIllI1Il1en!$ _d through
l~.,eMS'dTlf.a~erl pnrlnQl1lhii'" l1T1d joi'r:t v."tore., t~ n 1~", r.m1 ~ollSQlidatede<lll1Uner.ia1 ptopetti'ea.wltb. 1,,3 million lll:fUIIre feet
rl.~IC a cC':n.n~r~Ij]1 :II(:Pt'J'.y ";:',I..'r';:\! !I:r\n.g': an l.a'l':"(:i'I~,'I:diJlc:!j'QintYe~wilh;WJ:'A~,:3:qUN-ctfl.!et,^,..d~~1uNOTJ;j,/',
".\:l$!;rs i:1.~.f.> Fell. ::;,\1.1.;' '" ~:",,;h ZV.'.I, "'.Il' !;(",\',I d'Direcf.<>~ llPP~o"eda atra.tegic planlO.en a ~tl\!l.tial!l9ltoO
Of OW; Inve.!n\'enr:Piv~Wn:woJ?<ll:l!Oll. Aec6tdilIgly. tile tes'\!M of oper.lliol'lS of 16 "pa,tllne.oJ: cOllJm1Wities with: 3,2&1 uni\1l
artrl15 M\i1lniirc1111 p"'peTtillS with 1 :,ltn illllm ii<1t",te t6et~ have beEffi pr.....nt.i1in i1iocbt'lti1'nxerl opemti_ m tne
Illf'2.l1p~ c.wolidllt<!llllllltelnetllJl ofItlodtlle,
~ lifer ClpmtU;s i!m:lme to_ute the pMftItl:\'l1lll"" of <:>ur lnvoslInlltll tlivilliOJ:L Netopemfu!g mcOOle is dafineib.
I'OlIll8J _,I"'Jl"'):llll'1y ~ ""l'otlS'9:i;(ex-oluding 1lepre<>iatlGlll). W" believ..net ~ tnlmIl1e ill an iInporUmt
~oota.1llt_ iJf"'P""~ :PI'If_"",...<>f Q1.!lf invellimentpr~'lS. o-<>it p;l'oviiles "'lII_e Qftb.~ OIQ
o~ Qfllle~el\. M!l;itiQn~I1y, welill>lilWl>!bllt het opm~h;cQme. lliIllefiiJed,. i. a w~lt acqspled~_ qf
--....". ...."" -' n~ !~tlI ~l .....-. . .~_....... .. --'''~ We bel:!' eve '~n' t ""'.~.' .Ii. -'t..l,_..., .
",""__'''''9pe,"_",,,,=~oe= .......,,_mv""."m"Cdlll..,"'...,"". ~. """no ",,,,",,,..I$u"',,,,,, "M~"y
tlbtl'pIIfillll<> <l/J.A1(J? tl,e_ LO lle'.(lpenltiOll ine\llrt" The.opel"!!:!n!> "1:ll\ll!11'1l11l< fur al. I"'''''l1ll.''''L DiviS(\II1 pr.._
_ilffilltiOO1l ofItlVe1lImel11 Ihvlllion fiet opet1!lirtg tno_. to. tn..em:merrt Divisiofi in:come (loss.) before tax..,
We,ellooalll our geaenll IlI1dadmmittralive eJGpeIIlIlll belW<len ll\e divillilms based on the functi_ of the 00lp0l'llle
~!?atb1~':' We li1k;t:~tit:ll~, GlttfXJll:ttt; itwJj1h inclucl.o18 !nWlw:l i~111a~j ll1.~~ill~.i't1f~tftitJ.d uUW.l' fe,~uuof~und.:m1nvtitl
il:\I:...'l'l> i!l. fnuom.. <If.consolidated partnerships ond joint ""llWreS th'It ar" not directly ,!."".illtOO. with DnQ of Qur r!iyj.ienJl In
lhII.ame pl'tlpJ>l1iQlU> lliI'fjeael1l1. ond administl11-tive ""pense. ar" allQoated. Incom. ""'es I'\!"e not &Jloooted between the
div.i.iom.
F~ll,oWing are werilti.tlil statemep.lllauo balanoilsh""tll for our !WO di\r~jQl1S and Iltt IIpetating income for our IllVestmcmt
nwitln, In OOHeg!llMt t>pe""tihg stllt.tlI'Ollts, 'We <lo hot diiltitlguiBh betwe"fi e6tJll<>lidatod and UhOOIlSolidmed prOp<!tlil!ll.
W.have prOlt;i<1ed lLre*noiHation Ohegm"fi! r&\l1:mIJ.1l to OOIlSOlidJtted revenue. below.
14
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'l.liIlilJll\';tl~
Fagb: 2J) oUl
l'ARRA@ON Q)lU'lJ}l,AnbN
NOTal! Ib CCll>J$btID:A.1'ED FlNANClAt SIJlI.EMENT$ \Unaudited) (C"lnti.uued)
NOn;:!'i. s:s<lM11!!llnJml'tllt,nN.G (Cl>l1linued)
~eh,.ji~.,ftllJOlI
C<>at~h_pQqj.)dWg sa1!lJ
~nll5$ pmflt.oru1'!omebulldillg sillell
Mmllrity bltllr<<lil iI! lIamml<:ling ...1.. of
q"'l$!lMid~ P'lJ1llershi~ aJ)(! ioi(I1
VllijlWe.
<Dllll>1j!e.plil'ItIOt>' il'ileJ'o$f3 in ho/tulb!l<ildittg
.atOll of """Oll$ollmatod pllI'lt1lltsh1ps and;
idint V<UlIUrel>
Ov.rhead \1.o$ll! iI$~ with lnVOlltm..nt
ill jointvenJ:i.lr<lll
lIet:fQtlll~~~<1 <l<llt1~tmIti9l1"'I~d
to Jll'!liilelil of1.flil>(lllsol1dlrt.d jJlilfnel1lhillll
ai1~lj:dibtV:e~
..Mditi.....toostll.attributablll m~
.f...'.,;....!].,] till> inv4\ll1m.elll tliris.lon an
ilit~sil1'l!'
Otho:r ine_e."".. "'lqJ<l0ll~
Jiit..t in4<>m... 0-) rr- ,...w <\I'otal.l"""
eenO!Bl. am! adininistillthi. expens~s
0th.rcOtpQlloll'it"IM
daiht>lit~itioill>fjQlntvetrtute imetefll
~Msa1l1llfr<ll\l.s\at", Illlt'llfminatity
in1.M1st
Irnll>tn. bofon """'"
2005
S 133,330
(1Il2.m2):
:n)111
(408:)
(9,384)
(1,501 )
~4f&7)
19,4llS
~o
(~,31111)
30
$' 16,7"11
H\1lMEIlIlIlIDllIllJ.DIWlllON
O'pCtit1ii.i!:. StilItCfiiCiitS
For &he 'Il1ree Months
fnded June 30..
For 1\10 Ri. MooUls
!!nded "June 3.0.
2004 2.005 2Il04
100% $ 42,OIl~ 100% ,$ 253,376 100% $ 78,J 49 100%
~)\3l417S)~) (1'l{li47~ rEi%)\,li~~$/ ~D!llI)
2.4%ii'.~Z2% i:i$,'t.!Yr .26%, lS,lf71~%
(1,54\1) (4%)
(1,216)
(M2'7) Cl%)
(7%)
(\%)
(1%)
(1111:)~)
17% 12,453 10'.
(11)1) (1l14)
CW.) ((\,711) (8~)
1116 1 %
1,lWi! :l.%
3$Q
14% $ V~S 101M.
= -
(7%)
(20,072')
O,5t)I)
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(1%)
p,433l
(309) _
16% 7,~90 IS%
(519:)
42,1$6
(324) (1%) Z@
(3"/&) (:3,~.7'2,) (&%) (1,3915)
135 l!()6
1,6il8 4%
2,222
~% $ 5,52'7 ~% $ 37,445
15
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P$ 21 oU3
1Il>iitl.iiI"Cil__
rJ{~ON rolU'bAA'!1l:m
MOT!S TO CClNS~~'1lID FINANCIAL STl\TEMENIS (\Inatldltedj (CwtinuedJ
1llO:nt f> SI!<l~ REl"1J:R.nNG' (Omlfuuecl)
H&MBBUlLDlNGDlVOOON
'Bi!l.1Blllio-:MIeet5
JlJite3e, U<<~~31.
2illlS!0ll;I
A$Pts
I:iOlllt"buiM.i~Il.Y~
liea1 ~ ~for m-tment
CwlIl'alllil1't~!llnbJe
lnW!i1!ll~in PJII1n~"tWl Joint v~""
~.~~eq1Ii"il1:ents
Resl"tieted QMh
Qlh"~.a!i""!li
$6115,ne;
52,Ozj
47,41l1
66,5%
235l!1
~2,8l>O
43<,~
$~t,lI'J~
$2!l7,873
42,4;46
~,744
44,ll17
2Q,1~5
~.757
296G1.l
....."............
$547,773
:t>i\l!lml'inalla]!;quil1
1\f0lll0 lliIl:Iil1Il;r"'8q"ll'llbl..
~t liahil:it!...
~ilit~
aqtl!t;y
$5.11,013
1Z,7ID
.5&3',180
4.;141
363,j111
$~,lI!lg
~1,35g
$5.9!l1
293,3$5
lJ,ii59
211',1.59
~7.m
15
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lNVIil'l'lMflNTEl1VI310N
Op'i.7M~lri.Sfiil:entdl'~
r.l,-::ic"'l'!ircr. ~1!i.':I~!" -,:(,i- ii'1C: ::"" ~1'On::ll. --
i-:m~ec: Jli:IC .'i(l, !".IC;~~.~:1'!C 30.
:U;{I:~. -. _.~ ..~._.~:l~;~!___ i('\l~
~ ~~'/)6l~ :OO"i: S H.:,)'-~) hK"'r:i, S G3~i'n
\JS,~(l) ((,~)m,.I(lID IS~l ()Mlm
tJtW9 41% 1l!>,~1 50% 30,'634
342 2,666 15,1 04
TAIm IJl..Q'6!3012n0.5
~ ..telllllMill
TAR:RM01N OOR:1'ORATIl)}t
NQ;:rSS Tb C!:'1Ns(jLJ:j;)A'rHn FINANc.tAL STATEMENts (Unaudillld) (Cootinu~)
Nom Ii $l>~J.taFm.:m;G (Cilmtinued;l
Fage;22of63
.. __ 2QOI
i (~(Jl: ~ s n"': ~~()-1 ~ G:,.r:,,"
C$'l!~) (34~ ~l$!i;)
49% ~~ 4~l>'.
Z;66S
~-
l't<>p~~llJlIllrIg.""P_"
l'<.tt~~e
Nl!t~ 1illlsal. ofr.a! <!$illt.
LllSS <msal. Qt ""~t Ofmle Qf
\l!le\1lJl!Q1t<la1ed.plIiW.OIll)Dps'l\\djolnt
v<lq~
D;.tril\tltii!>rllfft<4tl.t!l'1O_"li~d
~amtjOin~ve_ in ""'cess
r:E in'liilStlnllnt
Mln~ /nte;rOllts in in=. Qf
e<alll\QU1la:ted 1?1Il1!lershi~ wd joint
~.
ll1;1)jlt!litiM of I1ll$lj!l>liient wd other re..
jolldtoT*"""jj""lI.l',""",,,,,l>li"""'''
patfl'lershiplllIldj<rint ventul"lls
OutBi&~' ilItmllt$ in
(lMQ1Il.:) ",,"<Ill "t 1J!JlIllIlOOlidamd
pl\tftI~1\41Sl!l1il.j~VMtul"IIS
a:.mOl'\tf-llMslf(i!i"r~tl'illiV~ ~{lell~
00ler cQl'JJl>Me it<lln. .
lim;res{ ~_e
t!.preciation~ense
IllCOltl. (l1lS$) befllte tal<es
(1!J 1)
223
4,857
3M
(134)
(298)
('262)
157
362
719
(~'I}
(3.429.)
2112
(~,2i1)
')
$ )
45
:(1,5;16)
uo
(9.,iIMJ
(1.!~4)
$ 5,505
(111)
(5,767)
470
(19,,576)
(J 0,4(5)
$ 10,32!7
====
5;690
C75S]
722
1.35
(3,276)
376
tIB;850)
€15.100,J
$ 't01t
f~ VE~'-.\~~~.:i.T l:):V:5:C.~
BLljlllnl'illC:cu.
. --. j~7Ie- .Ii-: n. hCl:r.~lb~-3':':"".
2llll5: '2llll4
~
lliql eoiat..l1ellttQr ll\1fe&imW
~~l!4ldw1lllle
I\ll>t\jjjiftet1f&;ln lJal;'tnershi~ llrtdjoinl ventures
~jlItl\llII$eq\ltvllleltlS
1\1smjlltlld OIl.!>
Otherlll!lllll;o.
$277.685
136,165
".7llO
1,600
tt,31S9
13i~1
$oW9,440
Uahilltie-.,ainl Deficit
Noo.,,-.~rP"iY"blo;
Llalrll11b.. nllsitll<!IINI...,tsheld'f<lT sale,
Ojh,e,r Ij$bilitj..
$384,014
143.123
12,443
5I19.6llO
Mftt\>ri1;Yillterl\st
n-el:illit
14,702
(84,942)
$'i9~,441)
$4l!1 J 13.
21$70
36.961
1.9.10
6.45:'&
11,4$
$571,~6
$5S2'~
:20,664
1~693
$l51;14t/
14;489
~>t1!l)
$571,'~
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NQrlS Tb ~$(jL:tDA lBil FINANGl'AL STATEMENTS (Unaudited) ~C0rminued)
Nom 6. s:E<3'MJillNT .l2Mt!1l.;m:tG (C<>nliriued)
Forllte 'l'hr..M<lfillt. EnlIed
..TI)'i'1,~~p.~
441l4.
FlJrllt.llilrMontltliEndod
JrJir<<~'1it
lli;""~'l1tDI'vlili\ll1l\.tqP'.l'lIttuf!
1U0ll!11*l
il;eutal._nt!l>
s_.__otahi~~t
-~Hvltjffl;
~;c<)rMi,~~
stIlbili~ dllJitlJl,petibd
Apartni'ertt GOlli'Ii1l<llilios
targ'etelitfor cond<ilRlilllum
~iordh~OOS
A~_,._1!lriIi'J
aOtt11ir~d~lI!'r.\Qd
~erttoliJ:tUtt1!lritie!l."ld
&ll'iI'lll "ported
a:.mm'Otoial~e!l
Preper1iy "I'otllMg expehses.
Ilmtte .tm> sllIbllii!M splilttnent
C<illmllunit:ieJ!
A}'lU'lmcalGlII'lIIlljjJi.ti..
,.ijized d\lting.p"'li'l(!
AjW:t!m~t~1l/1lti.....
mrsetedfur~ftri_
eOl'lV'etMMm2i<lOS
Apll1:mMt~lll'm1tios
~durinf! p;>riod
A:p;ntm~b!l>01lIJ.i",i\i.s sold
&al:iI'l3 (1tri<l(i
Cullttttercla1 j:lrt\j1ottieil
Net Qp\l~ !t1COJ;lle
lillJriie ~t_ stlilllli2M apatllllerlt
elill\:!m;unitie.
A[Wltnlll1t O'<WnUllltiOS
otapiJ.i:;,ed d"ltri.ne pori""!
A]llIJ.tlll.ent e!l>01mu.l1i.\ie~
tal"g,,~d for eonc;!olllbii_
_?~i"l1 ill 2005
Apa'rttrftlflt ,,_ullitios
~.d durins jJl>r.\Qd
Apa:rtnllmtePllJUl~ ,,,ld
~'porwd
CQm1tt<!roja,L tltOllottios
$ ".III1t.!
39$
~Ujj5
lllU'l!> $ ?;;,1??
100% 3094
:2(fOS
100",4 $ 41.~l
106% 784
111m1. $ 4~?4~
1000/0 394
2Q\l<I
1ITn.~
100%
1,31'9 100% 3,1~ IDOo/, 5,J63 10()>~ 1,4!n 100%
1.541 100% 221 100% 2,658 100% 2';11 lOO'l>
121 IOb% 3,247 100% 76(1 HID% 6,366 lOOil,
3,69ll 100% 3p.J6 100% 7,745 100% 7>5~ ~
2',960 IjJ1Wl 3.4,029 1.00'~ 63,133 100'10 07,.3Ql1 100%
(11,747) (5.1%) (11,1~ (49%) (23,304) (.$1%) (2),709) ($'O")f,)
(~58) (6.5%J ($30) (84%) (565) C7<!%) ~(!) (84l'bc]
{J.5!ij
(<J47}
~Ij)
{'i,;iin)
tt5$l'!\;
11.13-9
137
564
594
3'5
1.l!21
n4~
1.
(57%) 0.641)
(1).1 ''I) (92)
(71'li) (1,84(l)
~) (t.l\!lS)
(5~~) (i7.JO~)
~% 1l,5i24
$% 64
43% 2,108
309% 129
29% tACn
44'lili 1,701
,!!.'II'; $ l~fIf1
18
(44%) (2,371J
(42%) 0,484)
(57%) (6(i5)
~%) (4.1.04)
(50%) (n,~'f.)
(45%) (:3',244)
(56%) (il~
(~%) (:1,863)
~%) (4'-)
(51~) (~4,24Q)
(43%)
( '12%)
(\l1'l'V
~%)
(~lIl'J
50%
11l'%
57%
5&%
39%
47%
49%
http://www.snl.tJomlirweblinkxllrtml.aspK?T=TARR&FID=I895702&S=HTML.&O=HTM...gI24~05
51% 22,619 49% 22,534
1$1110 219 28% 64
56% :),886 5$% 4,248
5&% 1.174 44'11'; 129
43% 95
4{i".!i ;:1,6111
56% $ lll?,~4
12% 2.503
47% 3.58ti
49% $ ;!a,D.!>4
TARR 10.Q6Ja012~O~
Page, 25 of 63
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:rA'R1lAGON ~MTIl:;lN
NQ:tt5S to e<:.rn SOUDA l,lill FINANCIAL $T ATEMENTS (Unaudited) EComillued)
Nom 5, :mCl'MmtT~rmG (Gontfuu.d,)
lkcJlllllillat10n j)f d~j.IIlU.ll'llJ'.1UWS tl> ~l>usl>lillsted
rWtlItrjt:
a_bilil::;' di1tlsien tl>ta1 Nltetll11l,
t.essll<lllmlb';"l lIldeJ. _<mm>.<Jf uaeQl!lSol1dated
~. *~..~
"'P<i""~"!l'Im :m......~il e>lb'lT ""''''''10 i,.,ob,q""J in ~tb.,.
~~1teln$
AMl1lllIal~ tt- horneOuildlng ptopefti.l$ pte$ented in
"ot lMWn"EIO$l;,1htill1'llt1mi op.mtiOil1l
J:iotlt<lblllik!lns. dtVt$!OIl.q</IlltlJ;utll>tt to cOO$oJ1ija,ted~vauue
I!:wultn\lUtdi~~_""""
L... it>lr..'\Iu.ml; ~~l_..nt>>presenfed in
~<<>litm:\llId~
AM ~etIt floe and ilfhirr "'VellUe included in ,,!hot
~l'ata.itll!ll'
LIls. r<ltlta:lmoou<!Ol ofUlt<l<lJj&()1tcll1!lldpartnef$11fps and10wt
v<m_
1hv.sltn_ dlvillilln oantrlbutioln to crofis1ll1dal:<Kl reven""
eonsQli~d futlll r.""UUe
n:.e"ni!l'WlIll of dfrlliliinal net Ineillii.(I000} bet'".. tax..
tlJ'Cll~6lilf1ed ni>tillCllMe'
hncdmitd!n$:di1tlsiw11M:i'rteolme he~_
Add,'lI<lt!it,j~.~~.t<!.~,~b}'
;""",~.""'1I1 (Ii,,~w <>llj)j!lffll"'''1!llP~ sil!..
AlIi1 4eptllQia!.i<>!1qn higl;ltr~. r~1!\l~ fr<llt\ :in!<;rt:ompany
sillllt
II_building divill\<m ,,,,,,Jribution to 'CoOllolldal..dnei
~
1!:wu1lnllm <lklloion.n.tm~oll\,..(IQSs) before.~.
A/I4, red\!ction. to invostmom <liYiOi9n f;aln on ""Ie of rlli>)
""~ fpr pml'll jlreViO\lllly recuglliZed by h<llt\sbltililiug
di1li1liun
Add deptCll:iation; on higl;ltr basis resulting from intercompany
Bllles
Int.sltlrSlll ditiswn eOlJllibtltion to cOWl<ili&t"d net iooome
lIlC0!l10 tal< (el<ponsli) boI2~t
GOJl$1li<lllct<ld net il\(;<llt\o
Fli' lh~ 'Il1....MelilhSllltdM
JJ,)~::;!l,'f,.
iP!l5
.1)(14.
FilrllrloSiJl_JilIllea
lu""3.0,
iOW %QIl4
$ :z51},37€> $ 711,149
(12:0",58)
206
~,462
136,:!Jfjl
63,1:13
~
l)Oll
711.51Q;
lW ,304
34
(I8.ffi}2) (21,546)
171 98
(16,94ll) (19,288)
'llI,T56 ~,~
$ 164.142 $106,0'111
$ 31,445 $ 7,135
319 191
29'
31J:~4 ~~
19,327
8.\l
1,271
12,409
4.'("(12
1~
$;;'38
(19,709) ~,fJ.iZ
$ .3Q,664 $ Hl,12Q:
$.133,330
$ 42,Ol!3
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(64)~
30
1M
3Q.5
-------
42,5]2
34,029
(I Q,776)
3,120
1:l,ln 8
2!l,960
\8,982)
86
(11.391)
12.613
$ ~.9-5]
(9,$7)
13,59{)
$ s6,J Q2
$ t6,799
$ 5,527
3ltll
11$,799
5:.896
(:I,5Ql\)
5,5.155
576
(1,932)
142
6,247
(S,llW)
$ 9,059
5,9'3.2
$ 17,175
19
TA.Im j()..Q'613oY2605
'NliII Di\Eii-
'tAR:RAGONOORi'iJl'lJlTION
NQl'Sl~ Itl.~ SellJDA Hill FIN'ANGltJ, $TtI'lEMENTS Wllaudited) €CW1tinu.lld)
NOm 6, ~T llS'mtnNG (C<ml:iJ:uled)
Pagll27ont3
RlIiItlllcllhitllm l>J\dh>is111l1li11 bital a..ull U. CDD1nliil"ted u.la1llsa.ts,
Bam.ll"";~'di'll!l&i<ont<>la!.~
.ltw_umtdIY...lonwtal.....llI
JiJbil3.11. _"31,
~~ 2004,
iJ 9S1..llllll
469,440
1,421.l1~
(71,4:!O)
7,fnS
M91
$1,3~,614
tesJlaipbmiilt~ fuwn mill_patty sale.
Add prepaid iIwame llDle.
Ad4~d""ill
<::mtst&da1ed telal assels
II 547,713
5il..~
I,Ir9,62!I
(N,~)
~~1
$1,()4g,2i!l
NOTS 7. ....SSBTlif ImCn POl< SALE
I!t lIillttoh \lObs, OOI::Board of tlirelll0l1l ~v<<I"lIfr.t.llll.11l. plantD .eUcli substMlfia) pO\1!iQll <if otJr llw.os!lrlml Di~iOll
~1'liIw; 1:.lnl,pro:p<lrtiell_~A to.en are elal!Hfllld lllI As_ !teld'for:saJ:e... of June 30, lOO$., and thek resu1111 <if
~_ are J>1"'"'Ated In di>ro"",lil=e<t "P"",ti_~
J\,sBe1ll bllid,Jar1>B!<r ll3'!l.llW1ili.... .related. to 'lSlIl$ beld fOJ; .o.1eiq !he aa""""l'any~ C=.l1~d. BlI"""'e. $b~ts lire 1Il!
f!illQWi\;
Rel(l ~ \IW.Qf lIC9llt11ulll.tllil dWr""jl)ti'9l1 qf $6!1,$1>9 in 2005 l\nd $3,25'1 in 20(4)
G~Ill!lf@~.""t
.!lJn.w,
1&05
$125.:151
'\;5'41)
~l~,7!1't
Jl!I.>l..tWd inters.1 l'A.yoble
€l!het lil!llililieil
$1';!l,164
4,~9
$14:0,223
D~31.
t~
$21,>>t!
~l.l1
$21 $/0
;:;::::;:==::::
$2IM29
m
$20,6114
Th. b!Il.iI~,,400$, aro_ ~ blllan._r1!la.Ied to U5l1jJl1lt1nent coonmunitl.. and 15 =ereial properties we elth\ll"
~qmiil11_t\\llct<if aale ""'" I!<1linly m~,for'ale.
lbs ~~:3'J, 'JOO'I, ~Q\mjs incluQ<> lll!\lw.ces re.l!\ted to an ~t epIlM1JOi\y. wder ecmtraet pf ""Je ~t
D<l~"1lll;>ot ~l. ilW4. .lIllWlt\1. in JQlWWiY ZO.~.
1'tllle1l"<lf11., I". wl\li ::>fAil N.Q. J 44 "Aeoowtt:1ilg:fot tite lti1Jlai:ttwnt <lr Dllipo.a1 ofLb1l& -Lived 1I:sllets,>> optli'llling l"lIlwts :fot
jtirl!'pmillll"fbrwhWt ",.e.1IiilIll tmploll1-apllltlS!:if di.po;mlll J:uM, 1;';61: ":'I'll":OI~ '" d''''''mi'l".:cl <>:'Offili(,,,. ni'I",~Tfn".'d
,~hItit6 thte\::i aml;.m.~'~ :furn;'3'~;-2QQ5lUfEl2()I)'~ Ll:l:llk~': :jle UI.'t:iHllllIW ur~IX p.ll).''l.:'I!iUS ~u:cL~im;u:t1t&
l>eg~ Q'f';:m:)iI and gJ 1"l"'II'1~ ilAdo ll!!r aale a;; <\UUl!le 30, 2lJC5, wh.ch we:. r:wi,,:e,;y 'OI""lc:I,,, ~10 Inv",,,ne!!1
I~ll"isign, The~of~<ll?omf1,omw_"" fo)lOW!>:
20
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TAlm lQ-Q6f8f1(a.~05
l'$; 2B of ~3
Thllblaft;;--
TA:ll1tAOON CORRJRATIt:ri<
:l'IQ1~S 1"0 ~SClUDA tEn FINANCIAL S1 A1EMENTS tunal/dilen) (Continued)
N01Jl1: ASSEnUIEW Ftn. SAUl (Omthlued)
F<JttltiThr'..Milnlh.ErlllM
Juill\'.3'G\
:R0l!!Jll re'lil~
~'''Jl.~,~plmsllS
1ll1il1$l1lllp'lillllll
tlA1~elOIl-.
~jj:pJl>~~iMairt"tlIl<e5
!frtdtle _~"
~'lOIll. Il>>nt O~Ol1S
zoos
$ 8,982
~S,.026!
<2,233
<~
1,641
(@t~)
$......!!l2
2004
$10,776
(5,S46}
(2,4.47)
(2,2'13)
210
F!lI'tlti Six M_Endtd
'Jrinie3Q.
$ !ZH)
~
200l
$ 18,602
(lQ,172)
(4,474)
(329)
3,627
(I,1t19)
$ ~20l!
2004
$ 21,546
(H,1Q7i)
(4,&1l4)
(4,556}
599
$ SIl9
-
as;" an ll!I;l. <>f real ll!\tJit,s het_ ihMme la"..
Iliwifie llI:(,~
~ 0;11".u. slfr'e.u~
$
$1./ffl/\
$ 14;76'1
($,77tJ
$ 8,9$6
$ 2.6/ffl
$=
$ 2,01$6
$ 2,6/$15
MOTH 8. MOTHS RAYM[tB
Qn JiJl:tli 15, 7:)o~, t\'C i..tlCrl St.\) 'OJ 11;:011 0' .oj;lord.il1l!llld IlASequred i1o~ due June 30:,2035. 1henot&s beatiIJ1ateal, pay$le
'l.1IQ'!tO\'ly, :,! 01";;1,' or ~ ~I % lh:,,,..~h . all., :;:1 Z0iO;'ena lhew..Jt1!r at." ".at!Jtble ratll"IIUlll to LlBGRplus 4.4% P<lrltIlI1Uih.
1.11e ~;~ruPl.':i":,:I~.lh:l~ lI:iOl" JlItl.~ .t\ :010 a.t'~,
Nom 9. :ClilMMIIMl.mTS,A1m G0J:irr:lN6ENOES
T~ 1& /tilU","lIl1l <>lllfll' JiuWlftpelati:na m;fedetllll, slate, Ilhd 1";"11I en...iron!nenlall~~s, ordinance., ann re~ that
~dbaV<l. g. ma1lilrlld MVIlll!O ottect:<w _bUlUnegs, iit:nmeiallJOSitidn, reoulll< of opera~ or OMh flow. InApril20Q$, In.
=neeli0ll wilh 111. con<!olniniwn conversion of Pin. CMllt Vl11ar at Victoria Park, a conlnl:etor for Tarraggn mg.y bavo
~~,,1.ly <l'W;",1i>ed;oo"""to>.""""..~ A~ial.. SlJ.Ch.""'""'" are .""."uy uod..,~ Juv""~on by !.llo Env..;,.""""O!lW
Pl'!!recl:iOl1 ~~~114 ~ ~ujj;in .ivii im(,~~:' ",.:IT ;",11' "cecIli,:!?; .,,:der :.pr,:;."t>:e 14w. rhoe"tent of 'IllY ~1l!ti1lg
liatmilri. _O"i\<J1.atlhlNlln.. W-..hav" :n.,.,'c," :.g" .:'11"I "I::." ;>".[.,>1('11I,: rCe" 'J:':IOOlj~oft.locating hlIic:let1lll ill
dtJtmet'tilJrrwitb.tb$',miftbl1fwtailmjl ~4~(:~;~; t":J"(,I"p,h :.I!':~ ,n, =c;."j;; R~:~lU(li;I:.il:11 i"r!:. beencmn:pleted"at a tbtaLcU'ftcttf
$7g.j;ooll.
lb..D!>~ 2111~, 1:~ WJlll notll1ild by m a_tal 'tiability inllurer that.ltwa' withdrawing co'f'er"ll" for Qrlando
~Jhwl.i 1~ LI.C,. Onl>! of;om suhsidisrill., in c0l1lle<:ti1m wJth.. ~ce acl:i0llpi:l1dit:1g in smte<>eurI.in Fl:>rida
fo.!; ~1njuf!l\\I; iI!/1d'OamIlg'" al~.d1.y .~re<i lJythapl.....liff ll!/. a res.ult ofthe'lBc by th..oulJ<i<;l4p;Oll"l'ly Il1~"",!lllt
~ or an Jmee:t!.i;l\l at "[hC'propeny. The e>f,J:ent of the proparty owner'. mbi)ity for the plaiI;)Jitrs claim.. is ~ at
tills time.
~ iJ 'glso ~ ttil"vl!ri11ilBeJa1ins.itr)d t0UtiOO litig,atlilrt lltilli1lg in the iltrlinllIY COlltile ofbusine.s. W. do n6t bellw"
tlw the _lIS of ~ e1aintu and l~atibn, irtd'i",ldUJllly or in the .g~regliU\, will have a lltateba111d"''''''e .ffel:t on _
llI>>M~, ~ p-el!i.tior!, ot mtults of eperali\Jt:lll.
21
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P~29of63
'llII* 1lf:t1:~
~ ~ )W'A1.1fAG~l!lf!t'.S msCW$@:(}~ lUIID ANAL 1.'SIS OF li'lNAI'!{(TIAL C01'IDlTlONAl'ID:REStTL 1:-& OF
at1l'1t&.!tt~
P1ellIIe'naiI'tbitI d\go.\lSOwnlilMg with the (lom.<iilidateilFimnaial.Statell1imls and Noles. Dollar amounts in 1abJ.:s are in
Ib~.
F'lI",""rd-LoolllDg-SllJtements
~'~~l_F_ 1M "!!I1!l!iQ!l r~-h!~ sl!!l>>Ill_tbli~'!11l blljS<ld 00: O!llQl1T~""pO<ltilti_
~,".' ~ptOi.~ ~.tlt.~!tioain wlii\lll.VII>\W~ ow b~.lli. alld 115$Ojfi1Il~ tDat "'''MV.
~ 1:IlmI ol1.ll\It ll\lll:<!ro:lI:f1<;Wl~ an ad<!ltl(ln. other wri!11llt or ~ slltll!tMtilS lbIIt etlil>1i~ fotWstd>-1llll!!lnlI..$tatelllert!s
,tfi.>b&>rttadeby"orett~1f@t ti!t.'Wt,r&NTIl~'R: ~~Xjteets;~ .~antfo1;p:ates/' "ti1tetidA, ~'~'plam/' t'helie'V'6IJ; l' '<!ie'oks;; 11
~~_," 1ll1dl.<Jt vMiali"", i>fsueh words and simllM lllCl?to..iom '!11l intended to identify our f$l."Wll((!-ltlokibg s__,
~e ll1lt~nflJ are.nel guarentoes- of ful:\lre~an"" and involve many risks, uncertainties,..and assumptions that.llftl
~lJlli to p<.dl<J:. 'l'ho",!l:,rc; ""l1.>ol "ule,,,.,,,. ..,.d ,.,,,'1~ may be materioIly diffc:rq1lt f'r'>1" whet;" <><pro...,,;l '" lhr_1 in
l'l\lt~[QplQtl& s~amonts, &'eept ~,req\lired ll!lQer the fedetalsecl!lities law"'an<l thel1.l10!! aOO re~ ~th. SEe>
W<l </q ljlIthllv<rw ifitllnli9l1 PI" ob:ljgati'9ii t6 ujl<:!llte pulll,,,ly any fOrwW-11>Q1rirll!' $I$t__. W~lb.r lIS . result of new
ilif<iltl\liltlfm. r_ ""ants, <k(ith~sa.
The $ks,utlC_it!ties. andilll~ttllll:l!r" in~oll'ed in.our t\lfWar<I-IMking stlltstnentll inolu&:
. Ii_rill In.!uslq, ecoll<'lIl1iC'. ~st oonditiror., particulatly with r,,~d to aparImllnt J'l"'lli'J1OI ocaqpancy, ren1al
gp>wth mtoe',,,~ _1nlt'll.tllo. ami .",np"lltion in the 1llllrk"'" who"" our rc>ntnl. pro~$ _'<>OnQ-.I,
. lbe~ll> ~$1aotl!alllltl mfel'eot <lI!i\iI, <md'lbe ptieJng ami availability oxmortaagl!, fimnoil1g;
. 1>111'. suh&tlllilillf iln:li!tltedll:l!lIs <did hij:t111eltot'1\11;e whloh could IlIbrlffllaly affeot. our &nanoi~l hel/llb ill'la ~I'IlV_US fr_
rulilting _ _seriillll.eI.tl~
. 1>111' ~to g_iltl! suff!l:illntoil!th fleW to,ntsst lIlJr.dallF.mlce nhllgllliom;
. al\.lIlOl'\l~ J4 eQt1lllllt!l1on: !<)t'tel)lillll> ll,nd bllme P\1l'ol:t$eIS ,qr 11 delli1l"''', in clt;m:and 1)y tenOllllt OJ;rd.ll9m<> ptlfc)lnll~
. ll!I>,,<:!op\i/iltl, "It the nIlti~ ~~.Qr IQ<l6ll"~",~ of 1M'" tOlllric(iVe Jaws ami governmental regulatj""". jn~IU<Iing
~",l'!l'j,otlY~ ~llri)il. land ~. or em<tt6nmeilfal i'egi:\ll11;ionil alId lncr~sed teal esUi:ts t\lXol;
. OPP\iSitiOllftQ,tlllooal OOIJJRlUlli,ty orp.olit//;ll! grollps wiil].rellpec! to development or construction lit a partiOWlD' &it.;
. coostrucli<m <Ie16)'& or CQSt ovemms. ei1her of which may increase prqject deveJopmentcosts;
. OUl"abllitylli> obtain zotling, o~cy.and oth\1l" r<ltj1lired$Pvernmental permits and authe!ization:o;
. 'OUt abilityw IlJIll 0U1'l>~, und~pJ'op"~whl:onilll_llfJ fur cash now P>1i'I'OlIllt; and
:"'OllFahfi'~t}i:'W id.etufty ;:nltJ>$U:~Oituroclidtiuai ltptftnhlinit)?f~~l~g~dild:'~rJt~>tliar llitrel OUt' cfittfi(ia. 'ft)! fiil1.lle.at.;'qu.isitiu't
,m:tIlt~6llt.
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TA:rot l!J.:Q 6/aQY2Jl0.5
PagA 30 of 63
lllIiliI. ot~.....
1'llue lU'e tllpm"lata>>ve.,f ll@~:unMdaitltiWl, and ..15lllllplll!lllll that c~uld."_ll actual cmtcomOlJ'4l!Ild TeSlll1$ Ql Mer
~iII11y fmu!. wIntt ~ IlI<ll(ll- or f~l:ilil fQIWljf;d-!ll~&faMn~.1aa<lditilm, .U\lIHtl!lem~ oould be affeet~
91t lQell\.. ~ a,ndi w<:lrld "C<'ltlP!l1ic cOll!lliiQllS and potitic9.l e,v~l$. incluc;ling the global ecorromic alolvdown. l!lld
ff~ m imBtllot'lll1ll cw:r.<<iey_~era:l$.
l1'1lir <lMl~ lnfOl'itllIti:lln ~ II>> fllGfXJI1l that may ~.cto1lJ'actt\tll firlanciall:olldition and ~u1\i1 of operatIDllil $'"
II>> ~n uIldl!t II>> ~ "Riilks t...lateG to "nl!ltl'\lgoo"'helli!lninS 00 page 10 tlf tho A:nn>llll Report ""Form lO-K fQl'
iheYOlU'IA<ile"dThwemher ilt, 2004.
Busine.oOvlt'1liew
GftOl!lil
W,tAi.lYlIlltlll_ M:rn.ebtlild<lr and m>l_ with o'Ver 1O yeilIS of ""poriel!lco in th:e real_to indUlltIy. W~ opetllto two
dil!:linct buaixle>>eili
. thelromobuildillg O!.v-isifll!l, which m.elopa,.."""yallJ$,. build!>, ""d.mort<:ets' h"ll1e$ in higlHlen:<il1', llIb"" loeat.irJruI
1IMinnmtlU".1*~dOQllUll!ltllt;l$.$d .
. !he :mvem.roIIJtivl,ifll!l, wllich ~ m..lopa, and opomii<!O re...identiaJ..w oomm..."ial nlIllaI11'""PmiJIo, ine~
l!la\Q!l15JJQO l\mlal ap.a!'lltlorl!l\ We developed We pW.ntG Qive!it a $!lb$'t\l1iliB1 ppt!i0ll (If tl1io ~erJt Div~n in
~5 $,am~li<I fW.rtJer in "Oi:ltl\>ak"
H; ehli":"""'FW..,.w,,,. O'vettlf hi>oifJl6V"" eat w. "-vo 'ribS,~".l1 "": ~.t!d our inv..(<ne"t idh' ,,"''''''''''.' d
P/!l. """"."",y........ . Oy_....,.y . II> "" $. """"",Yu,cre"". ." om .V'ffi"'-'\61\ll
&I>l&bplIlefit. We hlIve de_Ii 'si~t te.01lrtl... to.oot1'l'omooull<ling Divisidi'J. in terttiS of' fimllcfal iwtelrtm_ aIld
hmnmlla];lital. ~'l', ap!Il'omnl!tllly lmlf.df oar cOFlll:lta!ll-wd,property Aooeralood administrati\"e e'llpeilSell an>
a~ t!l1be lIQ.tl1.eb~ Uivlsio.a B'eOllllSl> tlfthe long lead time fur llllle !Il'ojects in urban area!l,.Ill1lllY of the
pmje1illiJ'W\>,11ave i>wL WIl11"~ cahave'no! ret1?l"d>.1ecrl any'wren\l0> WOlllOllllUl1il the penfonnanco of tho Hozm,buJI~
:QW.fJlipjj,prili!l!rtl' .bY g:fQ. pl'~~fi'Qnl h9lueo1!lel of ilJ fur-w.!e <,,$munilicCll. .ReveJl\lltl\ll.d ~:j)n>fi1 repQFted by our fllr-
@lo ."",till'!l'll~"'. pro.enw-d bQ.1cW';'" "'!lomobuJldin.sDiviOlon. U
r~e1JtDil/f.\;:(;ir. O\i\!'-r ~~'Ie p{i~r !:~\V'::I ;:fl ~{;i~i':;, f'iiil;i ~~J';.ct';i~,'-~"~~ iiy 1c~~ (-:r~c: itt1~;s:~1e~, 9t:::reftb*fiQqqtPt~~B;iri.tlttl
,tfiv'estM.'Ort'tj)oltfoh,,,,: hi" C b<..c!l p:-il~:..lnl~. i!~P:II.~I:!O ~'II":I:!(~l~ Ol!" 1:c,.n:~l)l!1:J;i'!!ll a.rtdd<<,6ibpmefit'Betlv}t'ie$', "We,titeastttt the
pwf(j~Hme:c (If I.i~ ::lvQj,:!m~ml ei", :'.WrlJ.1 !ln~li:ltl~.r n....l l'P,~'1:1!:nl;:- mC('~!It'. .....l1iohin &i~djMi-ru:fita:1,,i:e#enui$;td$8'~
~ "'~~, Q.&lllu.cIlog ~1lti<;m) oflxltb Olll!S\:llidllted and Ul1llQllSQIidated slablli;!ed rental lip_cot Q<ll:J1lllunities
ami c_....n\d pt<1petties,
Re_. 0llJ" l"l'VolUlcilo pl'i:nci,pally derivel1 &ant:
. lr'OmePl!!ldintl.a!Oll. which ~enj;...h!J< of ~1IlI ~1l&. tow!ib.QlrnJB. !ll',li mclQped.1Mrepqr/,td on
~ ~ C(julp~ t\<:lritrl\9l Ql' ~lllp'<Jf-c<lltlpleliQlllllothli<l of rev_... reeagulti:lln.,a~ apJll"lllrilltll; and
. ~ l'e_ B5!!o.cilltllrl wi;th I_as <Jf ap_ents tol'Cllidents and offi~ BlIdxeiail _a,tq c<1Jl!1!l1'Fcial tIlMQts.
~i 0\11' expepsea pri:!1.<;!plllly Gon~ist."f
. Qp.ta oCi!<>lItel!uiJ<IU;1g lIIIie~ wlJillh,inlllude llrod.<lM$lru9tion <lOSls, oosll; of o9nlll;ruclion ~up_i:s:i"", lIlmting,
~"wil ~d <ltl1ill' Slillillg ~~ jp.tereot, developor.fijes, and atobitootthll!ltd ~g~ fees;
23
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TAIm. l~Q 6fiW'l2110.s
p~ Staf 63
1l1dla ~ilIIitHts
~~ '1,...0;\'" ~.IW1ll"~_~~'.Q~II><I"'/ll>.Qj?ora~. !ea$lng.llUd~,r"l\l!l1.~
~B Md SlB.'ice Mdl1i1\l1! pro~tllcltiding ~.rol! Md benefite"P.~.s of' sft..level ortlp~.~
. :O_iIliiIllUl{:t!l~SjWlment_l.UIitie!l Mdot'fl.9O MdTa!olilpr<>Jlli'lti.Il', Md
. <1Ilmllrlll am1a~".,~ a st"lAOllIlt portion (>J1wMllh Ill>IWsts of'romJllWlllllioollll<1 benefit&iand other
~atedC{lsts.
~~I1lI4~'~~'1ll1aOl!,p_.' inohlde:
. ~~.,~late<ItIl~"lPlIIld<>tIJ.Tdobt;
. l'\rplity'in ino_. CIf 1\lSlICl! 01 plIl'1l1erlIhips 'and j<>int _es, w1:liclue{ll'~onlllour share of the net incflIlle Qr !lilt
JoSSe!l ofUll&Ollll~ I"l.Illoer~ Md.J<>im v~ 'IIld lIllio/ incllJd. U190me from dlotdb1.!lioIl' _llive,Uh'lIl.
lll!>>.eOQiiti..'in O!t~ <5f ~ sma (>f~incom. wl,1e,n _1l>\V..."oov~ our imllil1wElD:t:tn them (lh. SOl11"CO of
sul>h .dmtt1butlllm fa llill!el'lilly ptO<lee<1$ from sales or fiJ\aneingt of prtip<lftiesj;
. 6ajn 0n ..l~ ofl"l/l\l ~te,.w1:lich ge,n'lIlllly c<>mis.1s of gain from sales Qf prop.rtill$ in QUr InYestmElD:t Division; and
. in iqoo):n.fwu, c_gJjd\!ia<1 ~Ilip'll'l<1 i.tvenhu"<l!i, which CQI)S/s!Jl Qf Qur~'lIll' lIIwe
ftoro bQtn~l:il.1lldillll,sl:l~ ot net incolllt pi; !lilt ~ ~\lltltJg 1t0l1l retlW <lper~ atlli tlre re~ on a
Pt. ~t in 'T~~ D.avreieplnent COlll'plitly. LLC, whiW owns in~esls in niilorental apatllnent
CllttmIurtitiel.
.
eJ!.tfl!bJ.!
,@m F1Ol!1"lluIl~D'~ib"ha..'X]f~erl.~ _tlie.lMtt'ewl(e."'t We,beHev.the>Ul'b1ltihl>IlrebUil~
~...Jll_;f<l~ll'"'....lt~lmti.""dl",.t"."""",IlMMr<.
. .:Ilean>~ mburh... . . an land:fonmnl~""t.an,rinllmllle<l:....l1iclloos'and ,cootrol~ ongTowdr in ~ area.,
~~Jl~Oli.~ot~,Q~.ll!l!ljntQi~arll!W,
. n&~M !(_,orin_<l~1ibn, smaller h~!r<lld:i,andliit"l'Jnarri"lltlS1 tend j:QcfavoNmmmdin urban
all !iW9-~Q !Ib>r_; ;wd .
'."'l.llI!Itmv~.J!lllT/.'Qauan~ot'~reall$la~'andtlieEWalIab'lliIy .and.!"\\' "i<>St of 1ll0~llge fiJ\an"inI!
f!l!l\llll!Jginil!'l'8l!or&m<ID<ll\lrltot!r" ,,_..rlllJj1' ~ lbanTentlng.
~~tb!.f_s~~ otlOO;S.m~lJ[~<;"~~W""wm,rrrlfillS"'ith2,;I;;SlapartmOllI$>(\m,,wIth~l ~
In nnl1rt_~cHrl.t~d ~i1e!"S'"ip) ~- <,,"',d'!rlor. 1:.0 cor.rlort).in\1'llll( w.'f l?~d, ni fiIW(>l'$S'l$~7 llli\1i.9g. (>l' wbi:Ch .$~ llllliiqq
WPJl Im!i,l'lcc;J WlfJl dcbL W l! a:su ;n.:J c1'as~d i~ :..:( I.1-",u 1'1 1:lgh~rl$C1l ~t!LO[fdrtiwndevelq,met1t \.1t1C1ercp~(f~.~
$22 wni'lltlr: lHut f~!Ial'lccd $I.~ ;; ,.~ IIbm wirii ,:~h~. :n a(.;~.I:on.welf~''tii-neparcels ofhm&(fourin 1Jl:1eot1Sol.idatttdj'n1nt
~~;J1ordwlO.<tI1itof !0tHlltle,oollttll'Ulla, Thei,llg~e ptll'lil:tal\ll pri"lOot$51.5mil1ioll was.Jmanaqttwillrdebt
_li1n$lIIMMll1lnn
W"'~".Ia~allaafeln"e:ltnl'""t~rhJlU!fllSJCIf'ad<llti_ !0Qllfin'l.Qtmlll!lt~o .<>IlLy-in Ilit>nnllCtieUtl ill
1i"~~_~51~~_i\),~Q~l.UIitillSin~lI)'andW!!!l1i:&:"w.q~ll\!t 'l'hw.
rrMhcml:1(lir.~ :J~'~~'h-m'i5I bl~o ,i~i.~oJ1ifia. "'~'A.~t:f)' V'il~l'lBo. r; Tfffi'-I~"':f' ~fa~ aI"1\r!'inef1f cn!'r" i'fI. :nit}' it: '\!e:i :(ftli'l,
CormecLi'cut, \\"!-lIC:~ i.:Pl,)lI co:npleli:.m ~ !oIlo:l~')I::?8tmn, 'S Cll.Pc...ctud I,ll b~ tmlul:Cl.'Cn to) th..: 1:1"0 C&~l'i1enl jJOI,,:fullu V:e ~an
]cl'I!li!'lM H.pH.rl:;u,~I'1!,S lit ~lJy"blll)' \'il";t~u Iii ;IJ.l:~! :r:o~ ::'I!c lfun:'.\!II:il,lilig L)i''':~IC)l'! al"'ll Ims LJI!l:~~ (It!U':"ICI1":t! (:nnlll'I~.iiI
nd(~u.; .:I~a~~t~5 of de""'i~lnI.'11'1(ml .....h~(:h Iwe ~:xp:~C"ttl(! to Lc <;ll:,l tll (;1" pr!~~: 10 cm:ip\:fu,1Ii
. 11 ti AdllIns,/~1J lil!'J!erdabl. ~pattm<ll1ll1 in:El'OlJclren.N"o"" Jersey, bOlflll'.brlllt wdertlie low-inoomo ttOllllillg tax credit
.~
24
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'fAlm ta'Q~OY2WS
Pagtl ~ of 63
\11_ oi'rt::"lil II
. <::ll\ll<ln1l1l!ta1!lll;,a 25Z-urlit-a~mt CPlJ!l!lIOOity!hat b"l'an l~ in Mllr\>h 200S and is located illc~b(Jte,
1:e~ll'l,. w~ w6pl'l>vwly bllilt 2?a..en!:lil apl!1:tm<m1s for 'Pur InVelltlllent port!alio; 8I!d
D"""lO""IiI. ~ wiU. VllI "l'orImlOlrllo in O~..w."FI~ thtt"....l!o in Wlricb."l'F""ill"'!l:tly lwo-third3 <>f ll.. 5,000
~~*llO'weJlIlNeb!lilt_n-1<>;l.
~1l>f\o1l.lI!l!4ie'Pllll1~d liY lW:JJ!.o$d qf~ctOIJ in ~ 200S, wa pltn to dive~ta sti9s1llnlijl! poI1;iro 9ftll..
lU'~Il'~",". ~j\1<l iu~. J1lOl"fl;;.'c' ''''''.''1.... ""I'''''''''~. >Uld 00)l/l nuw.. fiuw ,,,,,(<4 "1'''(.(\_ '1''' ,,~\t>d to slooliu.
~~ in 2(llUlu;d :10()~. W.. ~ \01111" the~to e"pllhd out :IWm:/lb\llldmg. dpol'lltioll, reduce debt; ani!
tllpmtllas,...l_ sllmk. We hat" !:li<lllgmi!1ied IlItemnmt /;li1l1111on propertiesint<l t/tte'& gtotlj>sJ nllrbc,jt\l vr"ll"rIi8s, core
~,.lIIId~ to.ber!mld
'~on;.;c-nrC'-pro:n:.,.ti'c.^bc:~'](lP.-'COIl1 rl~(\1t!iu~' p!'tlpl!irtt~~ rlflalipe: tl'::nultc(}tnmUJilifies Io.eated oWide;al:~wrt~ market'$ erthai'
~re 1I1IJfft(.l:u!~llu mrU'lrl'p"l: \",ie !:!a:lll.' tlcl! ClUI !lUII.C~()I~ 1~!':#II"IIJ~ ~w:, .~t;l Q:q{:t;vQ-1ym~ (U:_~o M4cr. Qqq~ 9f
..lu16al'"r:muIITO<l::maulIl;o. wilh .l,~R7,.;!;I< ,,"0.1 1;."mlll:H'I'~1~willl.L2l1lilll()ll!li\lllrefqet. ~qpt~"Il
are cl,,.if:,,,'J .s .""e's hold ~':". .<al... of )(:'.11' :~". 2(!(;;, ;~!'- rt::!jr 6pli.!'ai:Jllg ~ a,te ~<m;ed ill ~eontimlo'dOpe!'ali~
II: t::. 51\".",e"l. of [noo:"o 1<" rho ,1::... ad." 1110::']-0 ."rlc,DU/i",30. WlJS.amJ2mM. W. currlmlly !lltV&<li&!tt~
C'<C':TII11Ul"itil~'J wi1n .1/;99 ll:'lils I :ndcr ~c.ir.rr'Uct t:r l:ili!e lit ~l= =\~lInce~~gatibg;,$:.z$Attti)if!itm W:c alsoJi1iire:~ eamnreroW
pr~w:ltb:fJ)S,53:i; "'1""'. iIlet """.....,,,,,..,.'" fur om. e$'S'"er;:ate .a1. j>rl.... at $'2~ milli_
CenIL ~.m8ll in'Cludllllpl/!bllllni oQlllmurliti.,..locateS. ill = oGtllflllalbts that Iulve relll"l~row1b <>pJXIl'IUrlities,ilndJlre
om..ion.! !Pm_!\", W. iutoPd. to roll\ln aud COJJlinu. to 1(lllll1l1g0 our _. p.opertill$. wb10h lnch.lde 6,0'42 relllol apor1:o;lento irJ.
l.\S~l#lifj,....
~(J$c\ObehW.\I hilve been i4lmtiflod lIS tl1os<l with dovel.enl or v~"'Idded (:OlidOIllini\Jfn conveJ;lion opportppiful,
r;It, in the Olise of €!l'1ando CeIi!tllI Ji'titlr. belllllllle one <:If <:lor dtJ!rel<lpri1.ent llfl'icO$ i. located there. During, the u(:oild cpJll1Ur of
~~j.liw.~i!iftt,~iWnii'ihi'tbfj.with:'1~513~~et(t(tDt;r\~WllirtcbhVefition',*erett8n:d'eft'e,(ltb tlte
:&im.ebml~.iJMst<ltl.
~ ....ttirlg Gtmrpa1'lildlitJ! of~suJts,""Opet{djons.
s..~miIia: S..mt lll$u1ts f<lr our l_1m~t and Eornebllil&ng.DivisiDtu. include roveou.. lfIlllerated by both
~ Ol'll:ililla Ilhd ~ enlil:1es. Tlulrof_ the _u~ ,.e!lett.diu tho .eJ!lIl.entr~ are not fully
~ .gur cquo<>1i<!lltWr~ul1:l'.
~ ~Q(I~41~1lt'i1l "l/li,c~weli/Jlk1. J;}~m!l in~l ofinV%tln'lliti1} I>prun~QJidated
~~J!tlj .Ilil.,WI1-:fxel~t(}~~ ~~etlti:ll~ ~~~~~<:irl& otvrop&rJyRllle pto.~ wlll't<lw'O
~ ~<O!i!id i/1jr llltllltmeIitirt1lit<lile ~, rr.,,6j't an 1lI1,c&'n$d\ldateli'ontity 1>>'_$ ."tJllOlidatod, \V<l"",U!lO l'"'l!"~t
~ IhIH~ iIlt'ClISh iu el<:_ lJ(m1!lt s.!mrtolJ(!nllllllti! _ tl!JIt l1tlll!y....Inoom...
1!tttc~n:tzge..titr:(mt~leUt)nttilil!!r.iJe R~::()gniff,)n Becr!ll$c d~i-'''~~:~I~t~c--t'i:f:(:~ntlpl~~k'Ell1Icl~l~),l o~re:\"enub mopoo
~'el \11 r,) recogni...e ri:ventle!li lhm~ .l.at.:", of! .i1:!:S !JrlOT In the C:(\,ICjIlli\. or ~1.tc:h ga'e~. :hc tl!1'I1ni~ l~f fe~etmdS ~>by
]ll'OJe<ll$,~ tIil<: ~e-'0f"""mp1<1tiQCul1ethodmllY nol "".compaml>le.lg lire tlmiull of revenuos &en8mtW by pr<>je<!ts
~ tIil<:c~ing rnethlllk FUtJh__.,we willtll.ogtrl.t,e a sillWt:iolljit flOI'~ "ftho reV<lnl1"" from hO\ll<l s~. at a
petdlllll!!ll'o-<if-compJ.etlop. pr'liect priapI> tlUI' t'l>GEli..irJg the """llaBsoeialell wilh such sales. 38& "Critical Aceountiljg Polio...
l!ll<I ~titnll1>>il-Reve'rlUe Ree'Ogniti'bll ..
2S
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TAn 1O-Q6I$tl/.2.o05
Pagt 33 of 63
!JJlIJibo Dtjj<mttllD
ConMllldilted. RlWllill nI Opel'iltiolla
ll._&'Ov"A'JMr
Jill' .tlllubmiilMJli!< llIllIl!bll enbl!.I_110. 2005, toIaL~dm"_ was $S5 Illillilln and S,[M Illilliao,_pamltm
~_~ivrthe ~~ in;1a04<1f~6II1i1llQ1lill1O $1~llIi.11icm Thw ine.te.lll@~_nrOO1y
st:ttibutl\W~\Qthe in<>R~e'}lI~.hI&dIDs s. wbi!;b ~~ m miUlon in; fultltluw'1lonth ~BI)d.$M,'llIill!onln
~.IIi~~pe!'l\'ld()f~<'vtn,...~riw 2(104 W"",.lmll<l1i1!t,.I!IIl!ill4B/"!'11!$ P'TJlflnll\il'"beceme~""" IIi.glIifi.oI!ij!;
~(m~'~f'ni:r 1"C!i'.~:~ ,)f Olll.~1 ,t'li,).I!i jot:,; 1I1~)1 ~ cr (')Il;" fCII--mlc: :JI"Oj~~ b.ii!jr1),beg'U1j.tt),'('l:~';'.9:~, otar:e'n~~ OdttiPletlot'L'
lVluf(}l,tftoSt::chh Ircnrl 1.0 cU!'Itinl.lu I.!:> p:"")~~I::S1 m (,lll.. pir:dl:IU l:~~lr~ ~O;~_Bf1eratetm+e'i'i'u8:_S";tlte,tableitt1jat S11ri'1ittart'd
hi>rtt"bniTll"mg ..ai1I~ a:nd,'Jill"'llI'fl'_ bl!t<l<log. oflmmss oold, not e1<>sIUl, belo.. ,1t\dl,r "H"",ebuilclUlg :Ow;"i"", ~
:S;llI'flartl>WllUll ~$l.8 millloo, <If 13,3%, tor tho throo month period iIl10 $3,5 millioo, or 12.6%. for tho sill monlh
pe.ciodOllded 1_ 30, 200s. Two apa,rtmOIlt e<>mmunitl..,atlqJIixJ>Q in F eb:ruary 2005 anQ on. apaxtm.ent c0mmunlly llCq1.lired
;.,.M"l"?Ul'4 eonlrinl1...d $1 ,,,,ilti,,n in to" l\rrp", mnnf11 I'~rintl "nd $~ 4 milfi",,3n Ih~ .i" moWh p"rintlln "'111.1 "'V"''''~
Il1Q011lo frQrtl CllI1~OP\lI'l}J:i<mII \V$ $1l,1 mil1i<llt a,nd ;]9.5 mimOh li;tr thB three a,nd six month periO!1s ended Jqn", 3Q;
~,"ii>I11~ ~ jtlo~!l>''' ft6IU C9Tltil1\li'lg ii>pelll!J,Qnjl of:n 4.3: i!1illi,Oh iroQ ;] 5JI millil'n.fQlC the c6t:re_p<1ill:llng pO!le\'d!l ii:l
2004, ,~1Jtofif. frIllrt 1:>ot\iehm1l\ifi)l:.IIltJei<T/IiI1dleil ill an i~ "U2;5 mii1ien and $11 .t> million ,bing thos" perit>di<.
~ ifdl~6I!t" <It' j>lIttlM.lIlplllitld Joint '7elltllUll i~"H~ ~ !rI'l1iin rmr. 3' 0 9 r. i11{ nil r.l~rj":g f.:<l!iO periods chi<l!1y dUi>
w<lllI'm<l otgrOSllpro,flt from hOltltlb~sl!lll.,f L""'Ill.o!"I"',"","""""I:i!." "".1;0:11' ","CII"."'" &cliI.lll/;lllnlly...e
~~QJ'_ ~~ 0f,$S,2'~ai1d...st2 5 1iI:1~IUJI in :~1~ l~lI~'C m:d "11"- m~'!1II~1 p('~:-Im!~ !II ~~OO5::~Vte.dtoa
,~ m~ in_ t<\l\~.iQ:~,,'...,eonQ qJJMtor 'ilr~04. ThI!,w-o'llIX.llO\llOflt I'l.ullo<l frwt tb\l.rev~ of a:~on
~1i>:W.IlQe'og.~,qor llel d\lfllrtad 1llI< WISe!. uPon s>\ir c~lPlIion JhlIf.:reW'iY>\tiQllPf tho ~errod tax .lllllO1 wllIllllpre lb!y
1hm:001i.
ni'it:tlg'f'hl::'I1'lfcti iif:llsiA 'i':':t':"h~ i..~.,le(J<J\;ijt~:'3(.l; zoo$" w-~:teot.1gUfz~l$l:ili,Ut:Oi1ji~(f,IifI1:i:ll"s:,t:alil b:C:$$42;C>~0'~tl
S: I 6 m,lI:<m ""I,,,:livcly, i"c:lId;,,~ timll> preSatlledlndii...ontil1\lee:~ (l1eto!inOOlJje1ll>!~s of"S5JJ1il111ion).in
ll~eWlth8l'lI\.S.N"'. 144, DUl'illg thJlcotNll~lIiporiodll of2fllJ4.~ on sate. in!>!uding th(l$epr~d:in
di.~~Olllt" _. ~.1 mi11inn and $3milUoo. Sea "Sales QfCODllQlidatadPrO~ behow.
--~"'"' ".-.... ~'c. ..""-..........., P --" A1 J ~"1<005 Jida"'d '-'1 orti .... .
~~, _.",,4'>".".""" '<l (ill...,............"'/(_ I!Ol!.".",8& . 1lIl'<>.,.", , . our C"""" '" re:n_ prop eo pr\1!ll<lll_1l1
cb;;ti:'lll;I':g (~Jcrali()r.:; H(:~Uiicl! a;icl.i"i 11,,'11: C":1I:1';':'I:~i6S wJ.th,.)~9,_ a.p.ilrtm~t$ t~lw~:aiA81Qtrii$ ;n,~$j~~fJ>heJ.Q.fQr--we
.':1,; 1:r<~."l.d i:l :li,<:o:ll",,,,,.: "PC"""';,,, ":'r! """ c"'::Il1c!~pr~with 152,009 sq1Jatl> f'"e"t (oxchlding 1.1 milli!ln
~';;l'.:il1C'_~l:'~t. n_I~!i_s~t~ ~h,':\'; fn: ,:,nll' :,u'.~! r:r~'~h,~I':~,1,r" l.li!iyqntihlJM'o:p~a:ti'~sl Th~",f01IOW'ing'tabltis-'3UIll;tnarize-,aggt~tlb
pr~ level n>'flll1Ull1 md ~. for om oollSllUdallld rental propetti... prtlllilrtted itI contitruitlg opetc!tiol19 for 1:bb tlirlle
andllixxm:>nt!l>'cndod June 30. ~QO.5 lUld 200'4:
:Re/i!ld fI>~
1?lti{J<1l1J'''J''lla-&'ll.oxl'''''''''''
Itltc!.....l~
~lation~e
. .. ._..__'tl'o"~ht~"etf~fi~f!1.!..!"i1det. ]':'i!.L'~,. ...._
:I\O.~ ~;,)(i-' a.~jl!'~
Sj5.7f~" ~U.R6: - 'Sl,l1.1('-
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$ . ~U $ <<J$ $ (!t$4)-
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2jJd$ ~ Ollll1lle
$ ~1.047 $ '27.579 $ \41lli
(15,6$7) (13,13l!) (1,\ll~
(3.iS44) (6,1$4) (2,400)
(6,UI) (1$,446) 31S
$ Ol~ $ 1,24C1 $ ~)
= ..---- -
The full<>willAtab1ell iIla_the i:m)lact otIlhellllanse betweetlpMei:\S of tile allqulsitiOfi.ofthree "l'lll'lmeirt llOlittnutrlti..ln
2l)Q4 aM 2On$.on tl1era.l!IlUllS and axpemes of our CQIlSolidated rurtal propertielIJ
Chahlle/Fbfthe'1'f1i'c.eMootffJEhaM
.1ftf!! ;\:0. 2n~.fl!i.d, tnt1.4
Cther
~l1lt:leC':Ii
Ii.: ;;"r.
.~ "...y
(:142/
(l.I46~(11
lii!ls
$ (J.7'f)
~ reVenue.
~<5p'.et'1l.1!1ng ~ons<>ll
~te:>;peM.
~afliell'expl!llSe
1':"'.'iJt~::c"
A~"(IlJ!ICcl
~:.32~)
(llS5)
(40~).
(~)
$ (1$7}
(I) T__ i. primarily dull In me_es i1llnl<l~.ot rates alWariilble.rete debt.
hHJlI
(;lIjU':i!~
5 l,g.16
O,l~)
(1,555)
#;<
$(~)
~~
1.'\'~~~es
m,u.teIlt al,lrtonse
DOjll"l!oi.tibn expense
l',,'p..ti~
A@lud
'$ 2,437
(1 .393)
\175)
(462)
$ Ct!l:l)
Cb:w:,F"1l'fhe l;ix""rir:thlrVj1itec!'
hl1l:: ~(J. ,!:'O' 11;11 2~1~",
-. CI,hC! -- .-.
<ibMllts.
31,031
(525)
(1,715')\1-)
777
$ (432)
TOI.'
GlI_
$3AlS
(1,91 "l
(2,490)
315
'$ (@$1
(I) lRe:roaao:i. primarily due>'!", In._eo m inl<or...tl1Itoll on 'IllJ.'iable mlA d.hI.
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Bpi#' m-...""",' 'f.U""Qf!il"'i~P~~$'J'mV<l.illtlTfflIyr.:s. The fuU_itIl! tahlel! summ~ tl1l:-.PlUpo.Ilem "l'
~ m4i!!lp)li~ i#f~oI;!l!JIIjld~~JUps 'II1d joinl "ep~ ~or the tl3re<1 'II1d ~il\ XlI01ltlw ~d lime2jO, 200S 'II1d
~
!(lOs.'ortll< n.-~dc4Jtw:.~~il"'
Pl~~!(Jp1Wlif)ns
B9mMlli~lllIlil..-!l!1\1e
<i1:Q$."6tll(mt~~_ .ll,lC$
a-,"~il'QlU.mmebuih:ling sal<l$
~~tiperal?l>>Js
1l:ental_
Prop~:l>thernperating oxpe_.
1llIe1;esl.el\P~
D~ilIti\>l1eXpe!'l$"
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1'm~(1:>n mmlm8p11ellt:lll1d o1herkpeidtc tarragl'l1
Oua:ifie~"~ In(liJ!rQme)!Ges 0fjQInt.'11l!ltJJ;reJl
{)vemem:t eQS!ll _lMtIId willi btv~lll;o.jp jpm! '1ell1l,U;e11
.l?1ltrVUl\ll!l~",:~._~<>\tre~lJld t<>l.!l>lti<!\lJjilqi''ll'projecll;.'!f
~li&lOd~'-l>l'1djmnt\'<IrittJte.
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.4':;.,~.l'.'''I/V'S
I-:---Table OfContsnu;----
19.424
8,,!>il
(4,177)
(3,lJ71)
(l.4ti'lJ
357
(ll,<j66)
(1,501)
(487)
223
$ U'!l
~
~
9,236
(4,294)
(3,318)
(1,5&3)
(264)
3<52
27
4,857
$5.023
~
iJ~'~
. (44.7~
19"424
~.
(845}
117
M7
129
26'f
(5)
(9,.m)
(l,$O1 )
('!8W)
('h~
$~
:F"'lI1fSi1<Mo..~lull&.lh
:1005 2061 <;litilI!e.
li!tw1J.im""KiO!1JlrtJtjeins
~ilalo&:IllIlel! r<WmlWl
C\lI.I$0fh\"llljjlb;Jjl_~l!lll
~_~'limnbllt>u1I~ sal".
$1iIf#~:-t)ri6.f(#j~
1,:llI!Ill11li\'Ofitla
~:lIOili.l$!her~""~1lll
lmilrest""POIJlfe
~l!wO)<I'_e
~JlYj)Iii\IlPl1~1:\.'t
l!lllmlbatt<ll>MililIIll\I_ond.OJfu:r.t.....pllldtd.T_lIl!l1
~1lle:~l\tiIr~ m~om~ 111llIS,orJolnt.:#lllltarllll
~_ _lll!lO!:l"'i!hJm:...~onto,ln~~-.:~_.
~~ed'=pensnl'icl'l1'el,,1rd'" homemr!\'f.~1'1"'t.'*-'.,,'!
unuc,,J:lsOII,lab,,"d f;o:tr:c.:'I"~hi;.;'s a,"i(J~cm.~ v::I;IIU"t:"i
1)lll!l"ih1!rIO!i!f. II: U.'(C~~S 01' .TiVCS~:IIC.'::~
.~ ifdnCOTlle<lr~~p. andj<llm:!V<ll'lluxes
$1.21.1.6.511
(8'1,211)
~!l.447
16,774
(It,I7Q)
C6.l!17)
(2.718')
(613;
719
(19,!l371
Cl ,>01 )
(tA~)
3:3.1I
$ 15.669
28
.$
18,430
(8,7'3)
(IS,ASS)
(!U$4)
(721))
722
58
5696
$ S:~Q
~
SllO,M
(lUJ;I1)
:li,447
(1,6.56)
.583
:l66
39<1
1{)7
(3)
(~~~i~
O.l\33)
(SJ$2)
$ 10,859
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.~lJIl.~~
~..pt'"fitft_ bwn~~ .&llll'f\lr1.Q05 wi!S\gllfle1'a~d lw1'he~ and The Ha;nplQns. two aandOlll~.iloo
eoovlllliim prqitow a<lqtljrclql!1 ~Q4 by iJ!lCIl,*olii.!lIted jQjn! ve!$m. alId XLI HUllQl.'ed.Cll:!md and :mIl H\l1lQrIld ~ two
lIt.our HPllQkclll, WclW r(\fl!e~. projectl!. Sol. tabl" ~6\V in "HPm alluild~ Divi8i(1J)" fOr revenue and gtQas plJltit reported by
lfl!!>k ..t tho6. pt<!i..ts.
D.islJl:ll'll!!Metl~ mcltidil th.. ~1iOM Elf~.t PaI'k, tmo only property cf th"llacrattu'nl:o Nine jollitv<ll1ttJl"o,
w:hillh_ 'Ill>ld iiI ~ber 2Illll\>adlhbor :Glen, thl! $0111. pr.oplltly ofLarebmont Assooiale~. wmoh Was $OJ.! in.
1.""""Y'llOOS. In iho roor1ils '1- ~~QQ4, ",,,,,,,,,,,clod,,' $!..2mi11i_impllinn"",,~. to writ" Wmn 1M .~ v.uu..
gf._ ~ent jn L...olunm.llf. wbil!h.l!lelu<lll<t $1.3 milliQIlof adltano.. IIlade ~ 2l'!l)4. to 0\1< .!we "fthe ~&tednet
Sill> ptl)qee~.
Wbllll We QOIWUle e<j?i~ jn~. of pqt:\net!llup...n4 Jo,intvep1:uN.. w. .limiml~ ttrt.~c_PQ~ it.m., includ,ing
~_f_tmo Jomt.v~.. Pa:l'US "lrl!.l-ih!ilt~.t <in aWlltibe$ we lie'l'el11ad<l to Jo.tnl: '.enture..
1'he ~HIH>UIII!d.Jj~' 1!fu!t(1 Qfii)C9~~ of jilin! VOriljJm 1$ prihi<iP1y _iln$bI61O our plltt!l0fi' s!]are ol'thogltt>'$
j;li'bl'ii:~ by &.Gnmxle. ~.i'l:anq>wn.,.=1l;utldr.od ClrtInd, and xm lIuntlrod: Grand.
nm~ In _dh_tmOllt_pl'imaril;y tetabldto di!l!liibtttions of finanoint J?l'""..cls of jdint ven_ irlwhiohwo.
bawmoowredourinYelltinem. Intb:elle sitoati:onS.1Mjeintv.en1:!:i:Ms' dIIbtis n<>n-telloutlle to T!l\'l'agOl>. and ~bas net
~W to l\m<i_ """" >l<>...~,to ~:lI!o-:i<>Wrv",,"-"-. u.-ue,fi_ di&~.in. "".... Gfnwvln1en!.;""}l>'lsO
ii4.1hllijljol).lllld "$5,7 n,i.lIil\ti fl1fl!1e t,hre~ ll1!l~ $ix IUQQlh pel:iods enPed June 30.2004 from Amonla Apl\rtttlellt$, L,P, The
w\ltOeqf~~"tipro(;e.dll frqm ~i!h;1gs.
G.itIWa/ tmdA~N#i"" ~". c"1;P-'" genaial and..d>;ttinistrative exp........ incr.....d $1.6 million 8tld $2.7 million
!\)rthe 1IlteeclltJd.iIt lll<li'lthJIelIdetl1uu.. 30. 2ID1l5 C01Itpat'ed to Il1e sam.l'eriod of 2004 pritnmly due l1> in_linent be!lking
8JI1vil<otrl.... in 200S :relatad to thetm.s!mem Dmsion properties disposrtlou.cstraregy,
tA~ JMIP.,."... C~te _t "'-"""M lIn R mill,,,n "n1l $,~."'millitm for tlm .tn-.... .niI.,.;" mnnth.. etl<!M
!\l1l!I 9o.ZOPS ~ to tfut1WllO .P\'fl04or ;!Q04 primarily .due to inter..t Q,llp.m>;e <In 1M s~ CQnvertibl. nQ~ issued
dufing, 1:lJlItIiird and ~.'lJIl!l'll>!'l Qf~. l'hilI ilWr'lmle is mOF" t\m. nf&.t IIy ttrt.er..twf/tli.liZ<!d 00 d"'elopI/lent:pt'O~
\'lllIl>l1'! inCre~ li2.$ !\Lillian and $4.3 million [or'the t}lrelI !p1\hi1> m~ et1<:Ie<! June 3('l, roos 8ll. cOIUP!\l'ildro the sQm<l
~ GfllOO4.
Bal>> ofCi1h8111jd<i~PtopettliJs. Tn F.1mlluy '2005, we llOId a tmot of !anl:I in F ott Worth. T exas. No [Ollll Wltll in~ irl
""lle~" llt~ ihlpalMl!Jlt cha:r~ft!e<>fdsdm Dlll:ember 2004. lnthe f"lt!!t qWirlet of 2~05, we recognfzeda !Ian'. of
$H8..mlIlkn1 from 1M sal..nfWooi!Greek Goanten Apartments and" gmn of $2. 2 milhon from the sale afland m Saresota,
~ Tll.~e,,,_nd <jj.1art!lrof.200S, we ~zt>.<le$ain<>f$34Z,Cl()(1l'tom. th.,....,};, Qf tWQ bt1lI~'at Or~ C~
l'"",k inOrlendo. Fl{Jtida.
29
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fur \vhlc~ WIJ "'il't~ '"Cc;,m.!.:.'u sa:c:t ICVC:'1\:C 1,:.I1dCI" 'ne Pt)t~~~~.,ctt~ple:ti~1Ji~th:~. ~~~1;t~
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27,964
2&,614
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16,122
2,356
17,245
15,433
9,263
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j,?61
132,713
4,7J2
18.149
4,'690
27.6'11
4,196
6,751
2,ll:3ll
1,610
434
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.~ \IIm4;
$ 9,:451
43';;\35
!l'MZ
1,224
64.J(~
tl:'t3!O
$ 411i,3SI
45,~
20.03'1
~4!!!i1
I~UAsa
253,376.
7!1,1411
:Ii
:I
42,iJfl3'
=
716 1(1'l!" ",146 :lIt'110
545 F5'l1'. 1,1l11.1 11%
'?,lda 25'" 7,Itl.a 25%
em) !~) s,ll4!J. 25:% 3,1l49 ID.% 8,1l4l}' 22%
I;O~t> 18% (046 111%
7'47 :WA l;4.5c7 .~.
'9(>4 4111>
798' 4&% 2~ 1.5'110 4,!Oil I 27% 4;Q')8': I~
$39 1~4>
1;11<I.2 15% 2j-41& 1'6.%
50a 18% tll&O 3l%
403 11).% .~ 4Ua ,:lS%
~ ~ ~. ~ ::!fJ 1% ~. 2~
11.'ll$4 1m 14~. ~ ~;;4~ iIil% 1$,ll11 .2~
S.S7
l",o.d7
4,357
.2"00
Ilt.4Z4
9%
m'l.
44%
1~
~.
1 a,858 28%
14,426 32%
9,049 45%
?U4 ;3$11:\
3\1,447 3!%
:Ii 31,27.1l:
24% :Ii 9.300 22I1>:Ii 66,897 WA> $15,811 20%
el) ~ teptllilent rm:;11Ull'~ un$ltth"pelte.tl~C>f~OlI1ple~me.1hod. At lUM 30, 2005, 9811>;:>(thtl hotn..
_UIllIor:limt _~~~.andoomlttlcoo'u"..:~ c011\Plete.
~j Sl.los. ~_tlleT"""" lliItIl!r liIe }!WClllllll8" nf"tlinpl~ melho<l. At:run.. 3D. ~, St}% tlftlle blJltlttlll
_~ llllllllilllllr'~'Jijt1llil&!r I'lm1:Ill:ll\IlilIllIS ~.fltt4.11lnilJWn"llnd<KlDSll'Ue,tiM _ 96% llQll1l'lelll.
ThmUllh.1lJml !OQ$.wehave ~m".lIC24Q homO!! ~ $l1ill.5!milliQn. Wemerecqrcled illlf.".e,.!l:evenue
li<ilI.n tJillM."l<illlil3g~.QftQ.4 tnIlJiQll wbicb will be """~ "" compIllti:m of lhe p1iQj..t p""ll",,,,,e..
(ll) Sel.fIll tlIproswttllV'<l.DUI' """"ll'l~lIl14er ~.~.1IC epmpletjQJl m<>lhod. At XII Hundred Q_lt 1 (f(l% of1he
110m OIl. Wl'te Ulll!lIr f"nm cl!l!l1imct:! ~ $72.2llLillian. and ooDll1:rUction Was 'SIll> q<>mplete at IQll<l. 3Q, 2Q05, At xm
rr",JdtI>d l(It1lj,<"l. ",lliqllll$ll'!..e ol"l'''''' ",la, ....1J;ttaotll futit!ll,s $45.5 millJdn., .nd .d,mroctidn '1'... 93% _\lpl<rle at
Jlll1e ~(), !lIDS. WehaYu<l<llltimd lle.ferred _lllfile. from these (}[~ oUI million whieh will be ~zed as
emttpllltion:dr 1fte Pl'qj<lCt P""ll"ll$..... Tall'llgoo has a 5(l% profilll inwes1: in each dt'ilie.;e llnC<lIIS"lille.ted proj""",.
lii:~ding.Woo _...... ",ao JJ1.31t:J milli<>n for tho throo.m.<>nths and $253.4 million f<>r tIw oj,< m<>nths ""ded rune 30,
2OOS,..\'\]l'ffIllJ\'lM.l mi1l:t<>nomI$'1;$.1 millionf<>r1heomeporiedo "';2D04. H<lffielmilding ,a!.. reven"" iorthotlrree and
~~ etIlled l'tlm>$. ~Q:s.. lnchu4011'$21!:5 \lIlWotlJl1ld $68.4 mi)liqnreo.ogni~d \ll1der~' p<lryenlllge (ll' compl.ti9.l'
tIlollwd, _~ll Pl'ofilllfl.<Ilf~li\1g ~~ O)l hlMa 5al.. WM.2411> for lbe Ihtee IlIllnlhs and2fl9Jf! for the siJ>.lllonths eltded
JUll. 30, ~5, up ftom WAllll'ld l1l)% tot 1h4 talt!e piltkl& of2lJ04. Net (If tnm6rily ilitereJlbl 10 o6l1S6Udat<!ll horo.4 $at", 8'l\d
~'pill"I>l.,., int""",,,, in horo." sale, of u/tt:lmSolidl<ted prqjects, w.e "'petted $20 million Jl1ld $44.1 millioh of lnCllIne
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page. 4() of 63
~ mum. fl\le&~.~tlmrelllld.". 'ltWt!ilh periods onaodTune;3!.:\,1.ttl.$.We r<lpMed$1UI mlllioo..oo $1 3.2 miJli<ln lilr thil
-_i!iiQ1I:!1~1lllo1'j,q~,
31
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'lW.le.Di':it_
P~4'l <lf6)
~..I"'!f1t~~olw!l~mlll'~ \IA~1lsi <!It l>SIim~ qftglill1prqj~ mIlS muo omiwllll pr~ 00$. Wllen o_lIIoa
tf!~t<<i!,~~;!i"~~'~,:.f~_\n,:\.'i~ar.. ~!'6'Cj~' J1rofill~ r.rl.I:I:;~ct ili'fhe^p'cr:dC'l t-f'C:lilt:gi! 90 r.u~l CI:I'!II~h.lli'w c ii'r6jc~! c~1fi11$$
'ftIflllertlJ!~ti!tffl:pf()fit ~rte 'f)1!:o:ng lhe rir~~ :,ix l'I~O!;:r.s :~f2:)n5, '.,,'c Icv:scti (,"!:r mnj:!IiJ~C!i ,("f l~cn ~10pi:le:1t CO:ils :'~1:..~
fr.!Inwlr~ ;:ro;o.e!.lI. Ghr:.!Is.~:1a !hcir c,,:1t11!1tcd g:"()U j',r()f:.: rTl.L\lgir.lJ fl'O":1 1.t-(1'C: ~Lh:C"I1fI 2tll-1: \Vnh::"M!J"Gct 114 (\::Icbntl'~on
mC1"eMed .l....~~~;_ T'hc Ci:.mdli." irJCT'I.:H:;,,~d.~. ';'~~'l XI; 1 rl.!rldn~\1 ;.i!"a,!~d InCI"t~(;l:h":(~ ~ ::~~;,'\ Itn ~..h.lJ",do:';H~;r...ed :\ 2%; frnd 1.:1'::; : .1:$
1l:i_:F:b1n ~.L t4%"n~ llla. MIHlttl1OltLo ..I.,d"r the.aoomd ljUIlrter otlOtl:5.
Th. n._~1n& ~O'.Iil"lP'''''''1i"'''Jiitfrotn b.c>tw>.nl....... roduo1>i1 by l!51$l;QoO.in tlI!l fitot'J."lX1i:<tt of 2005 .",db? .
~~lIflW~,\'lll~ filr ~tbreol!n1iJ. ~ tlIOl\llJ porlO"" ElIl<I~ 1Ul:le '3tl.1004, for ~mpo;'lY !>l'1>J'ihr"qognj,...deo,rlior
1;l)( (ho<:rnr~~':mvilllli>n wl'lenlfuu> e,;,.t 1Wwtmontll "'''' tra!!S.f0ll:04 t<l lb.o H'llllObuildiIJg{~h'",ion.
R'o!l~1 j::1..".rti.. 'in ~h. T?ort: .b\: :1;l;~-l\ f)j,""<mXlWo.rlo4 ~.to \lot fuaq"'o frO!1l OPorol,!OIIlI of $~ill';Q00 lIl1!l $2$0,000 fill"
'he :11'0. ...~,i six '''(IIIt;1 i""',,';L< e"o.<I ..'.lIi' ;0, 2005, alldaggr~i1atanet losses of $324,000 'IIld $161,(l0();fotthe
~orru!.runch:lg p;.:, jud" in 2C().1 Th(~ !'llJl 1i!t:~:m5,m'2~~i8:pritttar1.1y at:trib'utaJjlexa five Invt'ls:f:tne:htJ)j,,1siOO~erti~s
~JnT!sl~nre(; 10 :hl) I !()I~~:'~lIiC:Lr!~ L)i" !~:UTl Tm GOtlV'etSiontoeondornirti:unrs. !bcllMs'esin 2004 are du:et~Hj~~jnt.~es:t.
aml.&pmolalioo. <lI<pOnse. !l?I:ceeding __ dwing lease-up prior to .Jabilization. Previously, "'olmnllferrllli r<ll1ial
]ll"<!pe<li\ls t!>ll! thcll'0ln1l0ui.lJllQg 15ii{~i:on to. the Iny..tmlUl1 Divisio;). 0110' they wore .j:a:\>i1i ?ad.. WCl?'"'lently intlll:!lt to ..)I
l\l1y tlOn-<<IN properjill.tipolI 'lr pri.or t'l c$lmplotiOll alld a\i\1lilizatiolL
~.tl<l a<:lm\tlll!\P\4n ..xp..I1S~ of thUiQlllotl\l1I<:1mg :t)1vr.flilll "'~ $3.3 null10n and li7.4 tnill10n -ror lb<t1;!Jren.l1d'Il<
mCtilh~ri<:l&:~<id J\IDll3'o, 1l00s, Rl'lltwetil$3.4 tnilliPl:lalld S6.81l1illioll fer the C01'resp~,p~lotlS in Z004,
As~ttU/1a 3G, 200$, lIS presentad in the followUlll table, 'lur ~kloll bf limils WlIS $$53.7 rhillioh fot out 311 fot ~al",
-=itt"'llfld6ra".,,<ltM>l"l>lll:tII1t.
~ VPij:Wunj;tj".
rill:ll'Mt 1O~ 01~ ~)
111lO"J>~1
S!iOOGl:lllilll Avenu.
Arelftlllldria Poil1txl
!!llaM<<r III
~Park
~IoPOJ1li
~\l~
Bi.. CQtlitt.il.t Win&or
"'....ce
Ji"atn
'Jlhe~
~1>am at Vim Lakell.
c.rl'!i>lba~P1lfk
~
r..o.mnrll'Otll<e ~)
LimlolU Pmnte
)ifOlltMlIPl<1it !?eerw<lQp Lake
~ lJill~1l Pal'k
QId'.....Pto".
'Jlhe ~ at "'bOr Cl~
'l~'s
~il>
~
I.OO%
70%
100%
40%
100%
10D%
10ll'l!/>
70%
100M.
100%
lDOl'O
llJll'l!/>
100%
IXltm
100%
100~
7G)!!1>
100%
100%
JOO%
100%
=
!!om. Sitos
a9-
76
6
102
HI
38
36
220
324
199
l~
166
~
]9]
3~
fiJ
526
408
168
29'$
455
.~(U
l1Um11<f _~q
H_ COttInul
HdiIlO;ll1les. Pri<<s
3
102
131
10
175
HI
5Z6
97
D
197
32
III
2,700
3.~6
46,891
2,475
42~~a:
16.67$
85,200
16..044
12,6ll5
33.,493
K<hillllilili'~.Ili\<fCt
At{ .'
.Ilor
ofll<mll'.",
H_Sltel
~9
7(1
3
Z8
311
22{l
324
I<W
196
Ipj!
'lfl
16
3116
57
3,11
1*5
~
258
III 56,74'1
37A90
3,740
3,832
8,3'43
12,500
JOll,-'ljlt;)
52,08.;
32,241
44,1$0
54,083
'$9,'ifl'l.
5>~
'2_
S4, 139
56,519
130.1.0
~
.-
~~)
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TARR lQ.QWt1f~,llQti
1l1Hl. si"lllllltBl:o
G~li!lll~ ~~\ltJitlil. {llQ.tllill!oed)
Ptiir!llt
ThtfSlm !It :I?.-Iel<
1'!l.alltatiuloll
~l1l1l>)""'"t.ll4s",m
~ V.jll3il it;l!l>VQti:~WllI;fS; r.-
~j;lkQr&;i~
W_at~~t.rati<>il
W1!llldll.efLake Helen
WllOOll'llt Swtbridge
Y1Whf CluQ.(l!tthe ImaQ!la$ta1
'\JtlOG'Illl"I.i!lAIl<><d' Cl\D).'jl).\mitie$
~~W
~t'3t\In&!
'hHmnplbtl!l
W1S.on~tOak
~&-ove
Jm.lfumlredGrand 00.
XlIl1l.\mdt'ed~d fTl
1'il\lJ8<l~ "
~~m
100%
4Qll1,
rOP:%
'$6"%
lOti%.
~'*'
100M.
40%
400/0
100%
35%
50%
50%
50%
50%
$l).%
5Q.%'
N\lll11>erof
R~i1)g
tr_",
Hom...si...
24\l
24
:ltti
IO~
2$6
21'2
1
89
13
314
211
1
498
351
4$1
159
7,51~
~
&<1<10...(1)
\ilj' I._.f .._.....
41ll... \U 'Wl""6....
~~Qf (;Onlla,cl
lilllm.n... lid_
24 1.479
IO~ 17..185
81 15,015
16 8,79.5
119 3,160
12 741
371 105,01 4
274 57,139
Z!l IO,QIQ
159 72,178
~437 $5:~7Q5
p. 412 ~<i3
241l
4Q,828
2I1'i
36,791
175
1'96
1
33..l\59
jI$,~
000
3
217
I
224
351
452
1,280
Mill
1~533
301
StS,OM
110,000
15.5,!t99
800
liOO
$Y41!t1m
(I) lihnlel!a!toltwsll.euoJ.d.,.bm:l'IQtyetc~
{:l) Vial.ue$ 'in O$tilnatl!'d -<<inlll& $ellro\lt M $mnecl'the 6<lt!ve:dev!lI<l!'llJ.ClIts,inellld:e other inCllIlt\'l oUI s:.a lI1iI1U>n fEl!
~ "tberthan the ~ pii<l1lIl' of"home$l!1ll>h... marina$, lffl!king, 8I'Id lIpgradel\. O!h@"income i. pre$\ID1ed fer the.
~iPs Hot;... <lev<>~; },.!j;oM.HI' - $aoll ",il.lJQo, ilioh"l'" eo"" at W~ Pmk" - $J.I ",iI.lion, The.
J!ii!i;l~$\l:< -$51 O>OPI'l;~~$t VjJIa 1$.. - $lll2,QOJ.l; G"~5ol<?\Vl1 ~t €:i>u.~ - *4",Ol'lO~
id(e-at St<ill,..yb;~ - U!l6.00<U'aIl Oms Ri'lll>r H~~- $2.!l m'mM; \1cmt:"<'lnr!( lit Dee!1.\'ood !..k...-
~~ilIIIlltl- $1.5 tl!_ Tlt~.QUi1rtllt at Yber ~ity -.$?Il,C;\'U: S. ",'ham;",", r'oi"~, $4.1'-,0(,0;
~ lll/taI- $:illi3,013(), ~GTan<le'.- $5ll,OOO; and'l !,., ; I" IlJ)!("" $1 : wl:i":t
€a,} Wmve_~_s tJIldilttloo percemase,of-CllInpletiltlltl!etl\ad oi'$.19.&tl!!1l10Th(\!1-Sateo oi' 1 ~ h_ .$ af
JUM 30; :YaGS. WIt.~1l> ~ ~ ...1.. .tAJ:Ia.:Mm- inilia tllird ~".e:zoos.
\4) II> Jill'l.\lllJ:jr 200!i, \lI1....h'l~' _ parllIaI'll' ~in theae pro.te<rtll. a. wetlllO in The Mefr<>palltaa, for $14..lht,;'lltian.
Wll'1Ii€ll4 Tn; ~p;lrIli>111l\l'Kl W;~ 2005. We b.ve"lcognil\lld rev owes undor th"p&r~~-ot'-OQ!IlpleUon
met.l1Pq. of'U 7~miUioll. on Sll,!qs ofZ~O hQmeSI\S of J\ltJe 30, 2005, for L.. QleJ; River HOlli'e. We beg.1\II closing salelt at
1!illt,projeG't itLDl>I>.~ 'l!;Q04. ~.. tl:u\t ""ve not ~ bee,t 01"."" W1' pros<lOted.". 1>0.1;10& in \hili UlblG.
(5) ~~ 6jlr part11llr'$ ~t ill \hili pr~llrty ill April Z005 fOr $1 JlIillion.
(II)' we:. revel;ile4 ~ !!;j, ".:<..\U.~"-:,r "'''i:f,:.'!i'"1 ,,:<r~L,'" "f$58.6 m1lIlQn.on..leil ofl'w h<mlOll!li \If
J~~ g~( :', ~ (tlp~II'r, .t.~lc., I:~. XII : ;\:i1d..rc.,~ O:'!:lI.i :.11~~etWrd~()f20O:.5,; :Ba~cdtcm~
Sfll:4iOU1 fott'hf~ t:....m:I1:C'I"~i~l: !lT~;I.co;.l~ joI;.'Il.!'il',,:IC r~,~I' !;,'~!c
(7) We lm'l:e tl!<:oguhred rev\mUes undilt the percentage dt edlllpletidll. metl\ad "T $44,5 million on sales af J.lll bi>me$.lIlI of
ItlI10 ~(). 2005. As.of J\1Il6 30. 200~. <<n 1 HI h=e. M"" closed Thlfrmll1ild rema.ining ..II-out 100100.. $"600.000 for two
C<>mml'J'ciaI spacil'l avaltllhll~ J!m- ~.Ie.
In_fmAjntDi..hl,,,,
RdIlI.O.......,ew-
1Ioo$tall>Q;:p~-..:ly. ,.....r.. bQur.__to <1,,,,,* dt~.b.lw_".""n_ <If """",QUd...d.lUl!d ,_..Hdoted
~. ~fof",r~_~.an<:t""t<lpenl~ ...o"me{nmtal._IHlue Il'1Is prop.,rty operatWg Ol<!"'PllOl>) inth.
i!lllQWirlll! di8<lUollirni itlQ1j..<<:!e i>t>th cQll$'OlidaJ;eQ. and Ullco(ll!Qlidated.l"\m!lll communiti... Ronti!J revenue lj1\d UIlt openrtillg
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JlJ.eam1l!mib&1kl~.iIIs~.~..~resllllS1iofl,.<qWl!lbnt_!'lrlitleJ'romllS.~.!tto~e.
~in~~ii~_in_~li~~r!li., !"!)l'Jil:l!OOd_!1lt!;>, fo!llrwi"!l.~lml>ha8
.t:IfoI.:Im<~.m.uu!ilm~!I~_'J>Il<l"_""'qt;l.l>Y_.Dl1'.m\m"iIl'~8~.lJlMl.)'n.t"
'~7Rffi'OR1'lXu-!rj:ftc )fi!W, ~b :':lill,\,liitn:.d Fif,,!!fcM Sf,tlemelltl. ~: bp.rlrti:t.f\;il:\~e.j..a'~1iU.@.
~ tam~,n.cUll n:CUl;Ui'~. .~ r..'cUI'ICi::ltli.OII ur~:lvc~tncnt J:lvi~:U:l ~liCl Opol!lt:ng Incmr.elo II~V~f.nl~t:Fli\tilt,iCij').:,~'tt
~_..$:ptl!IOemed inith"inIv""tmelttDIWiott"P"l1IllIlII:__in N.U'fH 6.'il:bGcMliiNT ml.J'RTm.Sc"ltlitfut NO!llll
1iOCi:lrm,,~~.lltllte..._.
1ae lnvellluleltttliwimLrIl11ortOOnl\t();pem~ i_ or$lAl milfulaand Sll'Gl.lt11illlrQllrortfutlbreeiandn. JIIClIItb
toeriodaend.a Jlme30i.'20'OS, and $'l:f>.!l!millr<mand!m.1 milllnn r... the three llrnhix'monliq,eriMF"f2tlti4.l\let oporatinJ
~.lllI"ll ~llllliw~iJ<>V<l<lU\lWll1l4"7.il',,, l\lJ.ci 4\\~'fQrtb<t.lbreeM,:hix!t!<!<ltl1 p.~ .lLd.a;l'uow~m.lI!Ld
'W.rn lllYli4ll.r~ lQtt!tiH!if!lO !ll\d.1\il< m.QAtl1:peOQga ertQ.e.d J~~; ~OQ4.
:l3
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TJ\Ia lll-QtW072005
P"age; 4lf llf \l3
,~ Afcfj'llIlbmla
~ fo>n~ l1J1ollll""!lSOtlls"'lt",,~.in=c<f'ilT_4? ,a:ro"..t_I~tmcmJ;Divi,i"" op~.~...wilh
Hl,44(lulll~ <_IUlat"llllllQ utI\1~Q1i!Jllted, milJ\l<:l~ pr~ f~w11ilfu opo\,tiug ~ l1lWe been pres.nted in
~d!l1jti\J:e4 Ql)~~t~J Tl1e$& I1l\l pri)jXll'fie* in out !t1,,~jftla!it Di~isjop du,i!tJg all period! pril&ilnted below.
1'or1!l1t1l1<00<~n1!>s
fJJJ!>> finil<rll.lq~3\.1l4
.,...th. Six ~it:
~Ju.'"
:!OOS e %004
S"",e:_lllDtftll""d.~<mt~:
E~we_.
l'lt<ll>~ 9p<!I'etil!g<<~
Nlitopemtiltg m-ne.
$ 22,1l$
Ill.1m
$ I1J:W
$ a 7:S2
(llJ~
$11,$2'4
$ 4t9'23
~~(4)
$ 22.6{lt
$ 45,l!4l
~.7W~
$ ~S31
Nelcepem~~,-."~ lI:~s,,/gf~
~ 4!3,7!l1iJ 50.7% 4$1;3% 49.$%
lW.~ ltIll1l~ rentlll ~y:.n\ll><pm- untt $?!I $ 7~ $ 733 $ r.:!ia'
Nej:~"I;l\g' ~ for out 47 eafJ1,,'$f<Y;<<! $tabl)ized llPa:ttm- oOfiUnutJiti.. decr.l/$ed$3'!l5,OOQ. tlF 3>.3%, in i:ll!l...C<>tld
~oI200s ._!JiiI!'I!l t<> 1&UilllmIli quarrerc:;l200<1 M1d ltI-.li<! $85,000. dtl.4%, In thMUt Ill\:ltillm. .,,&.d JM" 3l\,
~.4l<lmpqd to tll<l_pond:lr1g pmod or :/004. The !Ie",,,,,",, for !he quarll>r wlll>mostly duo Il> '" 4;9101t iller._ in
0Jql_, 1!iel ~ inQ<lllle an Ji!lltQ.~ oEnmtal_en\ll>fpr!he,aepr.op.etties was ~.1~ aml4!t~~ for the tbnoOi and
$:~~C/dJ endlod 11.1m ~ :m~ ooil5~.'% allrl,41l.$% fw .1hI:1bree ilt\Q .ix month. peciC/do evPedJune 3ll'. zoo,4.
l.Ql!!l;I~ Pi" i$iQ1l t."'l Si'o.ill!I <tP< ..hI of f\l!#. <;!!WJ>, .im;I\ld~'l! prqpexti.. owned through \lllCOJ"'vlJWled plltUJerlllull'l1)tld
i<\il:l!. ""t\fll"<Is,wilj"e $:,42,\lO\l ~l\6 $1 A~<tIl'jJ1"'Tl fer'll:te tl1ree l\Od six Iilontlm ended J1i1W 30. 2005 ail\! $2.7 million fOr till>
i:lJ'lw'an!h~iitotitbl;'<llld<ldT~30. ~004.
ItiWU:$L ~liIe fat tire Iu~e:ro~~ultL;Qiv}~idktlt;eH\~it.$'ed ~ t397,~atiQ, oi' 4~~%;. aittt'$7~,dQ6t b!,3~'9%t fat bliU dllWWtU!i'tX
w.ntl\.~.enlled JUIlll 30, 2Ob;, c<IIIlpIlred 1l:\!he carre!iponditJsrpam. of' 2004. For the 47 _ufore Btabilimt
lipltlUmmI_uIllt!II$, inlllrest ~lnetell$ed19<3% fr<lln S6.all1il1':iPn to ~ IlILllYon md 16.*fmm ~ M l1li!Iion to
$.t!i!.;; milrlQa.ln the ~ ooil_mooilllMlmled 1mu; 30,:2llO5. This ~ wedue.w increllSed cleM inCllDl1Olllion with
fIlW"'w.l'.ncf<lIlSea in :intlI~t ~<lt~J.4 million l\Od $2.11 !tlilli.on for the tllre.<tPd!lix .ltIont!lllended Jl!!te 30, 2QI1S
W<!/\l.rh~ to lhe'oOl:tY:~J. note. ill.lied in 0004.
IlWOIS'rifllilt ~itllli<m ~tiQii /lJql~" ~ $4.9 million ail<! !iib.~JllU1i1lO fonh. tlfreO'ilitdsix.ltIotith ~ "'!-~
J_ ~(), 2llllll, C<utl9"'l"d'tll..$ll mlllWn a:mi~U;; milljbfi for lhethr.. "lIt!'sihlltll'tfh perIods l!n!ledJlJri. $0. :!<lM. This
d.ll:re__ cllm1l> ~UmliIl!! ~Jatilm ot'~. classified.1Illheld ((lts..f..
@en:etabilitd~ti'll" ~ of' th. ~tnlel1trnvb$.iQninereas.d 1l>313:4milllon md ~5.a ttl.lIlionfor the ~.and
siIC mmlh~ods et'Jll\od:r_ 30. 2OlS. from !1.3 millipn ilt\d $!I.; million f0f tho .QIt'e"P""~ peritllls in 2.'004. GenImll
..~~.l<pIllllles; "'_ }1.4% and9.t% of <\i"lsi<lllll1_eA\lO& for tl>> 1hree: ltIld Bix mo>tfh J""'iQds ""~ Ji.Iru> 10.
~S.onIJ:"'..$%;.onIJ: 4.~ f9rlll.. sJ'!1l).. periods in 2P04. rbe i~1lS ape prlneip.JIy due to investment bankinga<!viB<l!'Y fees
in cOltll:eclibn 'Willi Itt...._4tlt D1viOWi1lff<ip:;rti". di;p""itJ<m prUOL
34
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'l!1!I"llf!€~
Lli;tu/dilir and GtqJlflilR_'tIt..
LIqald1il
~ ~_D,Qfwsh_,hMl.e ~.renlld1ilJ?enl!.l_,<lf'Jil__n1:'lilllot1~~. b(ll'l'<>Wing$>and~
&9m.~u..frm."'<>ntnwLll:"llpr~. As Cl\lrIfpme=J::livisWnll<Wlinullllto g1Q\\I,h=Il~ ~wllh
!l\"<iljll~"I)ll_ _1I:IloW>n~, wHl~llIIIe:qur~lIlY a_a 0 ~b. We lJIl!i.eY\Jt!letIe_os wi!l_tlmlP I;..nt~
<lilt _ ~_-.nfs. inelud.inJ! ~1>1 sW1~, ptIlPorty m!ljrJlttl/!!We l!Il\l i'mpl:CIvemenll!, .e@lil!iliQl"l$..nand:ror
deflllol!f1l~; ~eltlp\MlitollOl3 ftlr r_lllj:llll1lffill aod tor-$l\h! l>>lUll1unitieo U!1detO<>Dlltruttino. Or _li!t~ prnj!'llted
~ '" -in!; Jlltlportl.et, dMdlltltk <lhjirefettedstook, lOOirepurel1illl... of dOfniitlilll Stol>l< utrdar the lIl1hlltmced buy
bacl<~, W".~ bolielt.dhe.......urO>l. MIl "" .1.If.Iidentto rom onr ....h ""'!J.lirom.ents in .-lion withtbe ",.....uIy
0__.. !<tilO'ImlI'l our out3tlm~ $% ~l' G:0lIvertihle N_ dwlZOQl> {the "G:onvertiblll NolR"). pw1lllMlto
~ hpbl... wll9 !llAAcwth~ eonv_le Not.os will be'l!tItitled 1b ",,,,,jvd1 ,l>\>93 000'" o!colll_ stoll!< W'TllIrlIgW
ll:lJ4.$llt'I<in.o~ fllf ~ ~1.QQO printiplll\lllQU,Ilt of C.Ql1vllrtible Notes vl!Ji\u'y t.ender~ pills -!lp=d and \lIljI;\id ~t up
t(;t, t>m "l'llliX\fug, tbe <m:pJtation cjal<t Qf the< offer< ....It!:ro1.!lll> "'" o1!Poct th...e sonrc<rs of oMh t(;t be $uf'fiol<lnt t(;t f\!nd plJmne<!
_,'Of c~ we. 0Itn m1!l<e rtGJ$s;il1U:lce that tbe ellPOGtedhomc lIal.. ondIrtvcstm<>nt Divisiort property .ail'" sltd bmtllwing,s
will be eiJm:pleted as pllltlDed.
M\>t1gjI....nd OtJlIil' Debt
SIIl/1kJr G.1W6ftIN.11_. On S.-her 16. 2004, _1lrstled $SG million of-the Comertt'ble Nettl$< Dn N.wemb....19. 2004,
_ls_d an:sddltimm1 $,1;1 mill!:"" el'C"""ert1ble N Qttl$, The Convlltlibte.Nlltell lIte.gencral, SlUrior. onslll>llr1>li obligations
ofT~5il!l, 11e;l!r:O:i~ atlilu\l'll'to.<>f~]l8f __ \l!llIqr<Jin~"I)tlll1)be; 2IJ(l9, auil._ COl\Y~c:illt<i> 1'~ ~
~. Tllw"'$t~ ~~hl, $~l~y in Mafqh sltd Sep'!<!mbllr. ~ t)1e\l"fl't~f\Q:iilglipla11ce of t)1e N~ ill PllY'l1l1o at
l!llltlJl.'t!Y. All ~d all""'!; we N'Qom.ly OQliI.tl\encedan offer to;> <li>,nvlitt:thc ~<'lin& C'mvert.ii>le Noto&.
lMxat~iit!I,<11J~""MJt,,~. (l)rt Junel $.'~5, }We imIe<\ $40 mi)11nli: i;'fwp6rdinal!:ld tiI}s~ rt<ltej $lOluno:lll, 20M,
1110 11.- be'iil'm_t, "ab1e- qumetly.lItiltTllte of8.1T% 1hrdllgh rtIi:le3\), ]fiO. and lIi~at a "1Iriaile _ tt:{Illli to
I:.IlIDll 1'1\11, 4,4% per lWIU1\1. tlte,Jloto& are~la a.ft\!r 1und!}. 201 f) at pllt<
tJnm>u..,d Cr8:IfitrPacfJloo W. ha'va a $W nillllon unsaeurod li'nc of <<edit willi ..ffiliateurWilliam S< Friedman. OUl' Chief
hlllltiYlt Q~ ll.tlil:t:l1almllUl <ilf <>U!" liloerd <!If Diroct<>l1l< ~s umll:r the li'nc of <;fedit ~ inter"'!! at the I_Of of I 00
batliil ~ _ \he ~ LlliOR llf th..lowestnM offeredirlwri.til'!g 1:0 UlI for lill unseourodl<l'lA by an iNtll1ltlOQlli
lJ>n4e" Paym~ ofirtcr<ost.<>Uly ~ dlle on <Jc1l11l;1<;l but 1)0 lIlgre frequently \ban monthly< All ~Ol,tl<ling ptinoipolll!1Q
ilItet~t at'e dUe at rnattliiW in J 8Il\JltiY :aOOO. M onlliie 30, 2005, there were no outsta:nclin& bottoWinll$ under tliis Hile of
eli4idlt
A~ lMn..3i:).,~, .... he<l two ills milliOn _..J line. of .redit with W:""hcwl. Dortk md had $4 million outotar1dlnt under
~. <ll' .tlmn< W... at!IIIlgad.!or tbeseC<!llli!l ooe of oredit 1:0 tund<l<J!ltll <If <me of our projects. 1\& \'It" have ~ that
proje.cll:. .... ~(1I0 filrth.e;r nee<i fll! l!te<hl!licl!l<ldline of.lll'Odit.ll1llI <lid.11QtrW'ow it when 11 millln:c;llll JUo/ 2005, The;
tIl~.qf llzitUbu>..t _<lit w,,"e)l;4m~ 11> Oot~bcr 2005< Paym.ell! temte ore ifItcl.'CSt oxjJy monthly.t 20U ~le points
OVer the 1hUol;y-dayL~ with the ouliitan<;\lng bc1ttlce duel\J tlletUtiw_
.<{If,.,ll"',} CNidlt'T"atllitl/!$. W. h,lvo " ~Ph:!i'!iQnterQlVlt1ll ~ 'Ii ~t witbS6QlhTlWt Bwak. en Alil1?rm' ~
"O'I'Or-dU,,,.. l':lI,I,<.n h"..-, in~"M.i" II"a'":j!tllt.eoillJllft.6thP<~LIOORplus.I7i5blli1.q,)'5ill!ll. InIDfit<lnlyi!l
payah:. nlllml:l::. wj,h ~,. OIlI.'I..",h"jl, I" ",eil'"' at!tautlt.du"'1il>1lt~. Fn 1i:Itle 2065, the lil_n:y ~ this r_;o{ <ft'ellIt wall
"".:end.1I la ;.,m:uy 20::6 ;1 '" ",,,",,,,! by r:.... poopet1'ies (aU r.1tw!lfcharaol_ified OS' heIil fonalellt IlUlJO:3o. WS) lItId
lIIi_ <If_ _<mlll.\l<lkCl~ by~, J:lri<rdman and his
35
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:Faile: 46 (if ~3
~uilffil--
atllJja;1:~~. w~ h!>ve lIl\!"'od jQ i"q.,,,,ni~. 'Mi-:PiiodIJiUID aorlhiuffilial;." fi:Qln lIDY \_. CQSl. or tiaPitill' l!ll""~ will> 1belr
J'!Ie<l!luf~ktQ$eell/'<l t!ll!l1ixJe ofll/'<lliit A$ofJuno 3!}.~OO$, ~::! lllil'lion wllSavmla!J.le to us under tIliS.\ine pfcnld,!t.
We Cl\l1l'tll!Jy haw l\lptlA'~'r.e lORllo t"l.litT!l S J 56 9 mil!; "" (of which $2'; lllilliansepre,senls uevolYing ()Ql)lfllitroent).
~~6d'bf:;~tJ~~I.gf'~~pr()P~'~'c9~ .W:~ o~wl~ieh 11:C c:p.IIl\I!i::d.8" ~eld 1f.')rs~e:<<tl~~q:,~~.Utldet'as~,~t
~itrW~ill1ltlllllCb'l" (;"1""': c.;m?",,!!iun ~'"(]h\;C") :!1a:'HIIIP.!'C' inMey2006. Theil1<lf11lig~IOllflf1lndertlii.
tlieilily1llr-tl'.et__lIatemllJlillltand....o....di\olltulte<!L "Under the G~ lll"~. facIlity<, we_requited to ~1It all
1Itnu!.. .._<>ll&tlo<l ".l,...,../h Din..; looo thsn $SOto.illi""" "",,,,,,,,",,,, at tho'<lt1d Of oaob~; and n:tirrimum 0...$111<>
\.WllII\!;i\lle4 ~ and w~ 'O!i'wi~ of IlOt lest tb.>Jn $1 0 Illillioo in .,,-deft<> bo.a1!>ll> to iIl<>ur qjh" @b!:. S.even ot.~
jlt~li'~ in ..~p4,~jo with llIi agg~8~Qf$l:!3.8111\llian tbat J?ew ~t at m bMilI p9i\:1fs <1Y<ll:iQlrl;y-
.., H=- ,,~..M '~"". If . ,'. 'f 'j' ........ . · . "f"'. "'"..... .... . ,~......... ^~"'l!. ,- .... ....1
Izl.:J''-;)~,;:\., r.a~~.u.erh.~I.....y ...:1..1; 1l1.le 0 nc. O!~':;CI.Jrg lIiC(!U:C u, a.1 0 ,1.,l(~'Y"''';ItfefL"l~ln 4+~ ...~~'e:P\.UI.;!:!!:}ll1:!I1,lO:'liY~
.'!e'}t Ol:tihtl':eklg :11 ~,hc ft!c,j:!,.y Jh,,~ "O$~: em CHiii: lbt:o":' i':..d15 h~:\)w 81~.U 6rollf1'Bi~C Qf.~~~~' in~tW1e ~rthfj,~;
j}C1I.tfoii<.'1tb ~ht~ r,':llrt: "~:Jh, 9~rvi(:\~ :~~I,I:_lj;'_~\llU':hl~ Ih~ f.I~~i'i'y ;"-)eb' Sc~n.,,;:oCOve~.-e_Ratio~l fal,tSi~eldW 1.2x,the mteMst
rnt!l ~1l:1lmal_wil1 ft iner_.J to 198 basil> polnt:i ovOI" the thir.ty-<iay LIBOIt theC.lIlIh 01] C""h"Ratio. lIIl_~~
'<lret:e m~, n,.,' ......ed<oil 'thi.. tJro....hold. """ we b.li"". i~wiU ~l. to meet "" ""....d lhio thr~lw1d, Th<...
'1'1"01",,:1, ","fh ,'JI dg!",';:":~ 1:;,1,,:1"0 ,"~3.: m:illiQil:ll!atournllltly be;n;i'ntlltOl!i at 190 ballill plilinl:! ov.rtlw
'i 1.!jl(~R """I :11..;1:;'0 "''''' !:'y frlY:::c',:.. ,,!';:: ;"cipsl apllitltlltellt <llllllpvttd dO s Z'71/,'.yelil" lUilottlznt:i.9n ~~"1f
ID":,,.h ~"t,,' f,>:",:::. ""'"j'" ,!,:;.,.. ",ad"" '.',! f<lt at least l:We>C<>nS.eel\ti..e <i~etil, the ir;Wtet"tl1lle on fhese\ l<laos
:rB.dl1CL~\llC! 17'\ bmii.::. ::..wal.'! O'"ll' :h~ 11'::rIV-j!.I'; 1.1B6~k1fourC-Mh,M,.C8shRmi~,-for>this;sub~panto1i'oreachea9:,15;t(0:
" ,'" ,.__...., ,'" __ '- 'ot "
t\,ul1....,.lM>i1> MllSe<Iutive quatlJo11I. j1Itir1cipaLamotti2:a.ti1:ln M'i1I ce..... If the ~ on o..h Ratio tar 0U1' overaU jl<lrtfe1io
!aI1wbelow S% in any _ntb..~lon thelbaml on the:wb~\i"J,heven pmpel1liO$ will change toJll'.in<:lp..a! pl\llj
ihlerOlllt eompUt~d on a 3o.yea:r"lnnortizstion ""iltldvI....In addition. w..will be requJred. to pay the lender 11l1% of our net Cll$h
flOw t4t11l'Y1ll.WI "r.pfQpO'r1}' op~ling, ""l""f'l'es, d.b",.,...i"" end .imppoods) from all of the properti.. in lb. potJ;folio in
teduct!on~ ooncipal ~l\'b1ftce of tho t"ar\lt. nilti1 the portf61i<l Cash aU &i.h Rlrtio ~ f/gl!ib S% ot greater tilt two
dllllseentlvemOt1!hs. Thi. credit faoility ~. tWo ono.yoar extetl$itltloptiotl$. The tlral oxt<lllSiolt optitm reqmre. a O...hon
o....ibltat,,, oJ'tO% "" $'- and a. Dobt lk:.;"" ruv"'~ell.ali" <>f l.Z5x '" llJoale.. 'the ,,,c"',,hxte,,,nol' <>pt!on requi:t.. a
Cash on !l::a1hR.atio el' I ().~.. Ot glllatill" and a nebt Servioe Co""'1lg<l1l.at.lo of 1..3x or greater.
n01lr_ MQ;rlgtil~B I)glithl..o'tJun. 30. 2.11"05"ir; addition jQ the ClEC'C mmtgage l'aeility,. W<l.had an 8Ilgtegate of
$J11.;3 mi:t\lP<o. <>Ii ou~Qlj,~ n""""''''''''''''. l...;Io\>tc<ln..~"._.e<l.by "" T.lt1<~,,,ij,J:?m.i,,,,, ....em (oJ: >vh).<<h. 1Jf...
~el! a.lilWd f<ll" ",,10>$11000 3Q, 2.0f)5) wID an. HomobQi.lding Divi.k;m property 'Wll"teQ fot OQltvemon. to
~ihi..lJnl.a" Tho,~et\le11l1i wvet'liim J:!Iihtl~o d,,!J.I~Uy dq n"t OQt\li!inre~ttictiv. OQvl:llllt\lt and llj'I> nol
gu~ 1:ly tls ot ~ ot'<l1.1f..llbiidiati<lll-<lt jQh1I.v1lnt~. Glftl!lls..m!lltjl.IOlllJ$; $201.6 tujJ~on beer~tllt (l"atjoUll
1'&00 mills, and $~:1 tt\11lion boar in_ at Yln'loUll 't:Itlllt!ll~i-' A.<lf1I1t1e; 30, 2005. tn\lY bore m_t at" wllighIM
"".erap;rnt!l.pf 6.35%.
:lit;
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TAlm 10.~ 613QY2!lO~
~ni'~1lDtdlI
~~.l;l<<l>t,'Tb4 ~W1:u81a;b14 ~~~mllWial. """" ofQWreQ0u."e ~ de~
JlItmst
RaIlI at
J_oo.:wos
S-M.4
Ji.1'4%
$.$l$>
$.~4%
4:S~%
s.~it%
5.14%
5.84%
11..00%
ftil\llrt
2001fl:ltll>lllit1A~1J
~.Apartmm1l!
."""",1:_111
21I:M1li>l ~otl.o aj, tbeMills
~1l:S(l.}
N~il~tO'H<!fcI!l)
(j)\ikll1l!60I!1iltall'lltk
~=~~mr(1)
IlalWO III
J1lIIit3ll,0005
$1l;~
1;!l71
7,':iI~1
23,442
900 (0)
~"70
4,400
1;-675 ('l)
834
$61,HI>
_If Do'"
NllV ~
DOll 2005
May 2006
JI.bllO\il?'
JQl~
Apt f?OO6
A]lI" 200.7
.oct 2001
Dee 2005
p~ 41 of(!13
Tilrr~'l
!iUloriIIlt1ll
-
100%
100%
lt1QII>
1000";'
tOO2<\,
r~
100%
100%
56%
<I) .I't'Ojlc:t1;y ill cWm!rd liS held fm Saleem Jube 30; 2005.
(2<} Rejlt$efitS a 8i1ll1'alA) of S% of'lhe loan aIn6Illli. The re.maindllr of the loan lmIollllt il in.luded in Nbl1-feebUl!i<l
Mottllll$e ne:&\; ahllV<l.
i)l) l'lieptIlllbtlll.... ~ 'of:ui% of t!.l j08l18l11Ollllt The'1'llltuiindtlt of thel08l18Il10Ufit is :im:ludeilln Non-recOUl"lll>
~D-.lht~
(';o~1DQM.ln ~fll'l with aurv~lwm'lbui~prQje!1l!r, _olltain ofl1'1$\n1etifll'l Joam tCl flaanmttbe OOIt
of _~. Genm:Jl)l, _ere", ~dl~ er a~Qi:r$ _ will inClll' the.o._tm.<ltim:llaan, and we will JUllTlIlIII'I'l
~r,.,1l1;)11ll"fll:<>.rth. _...tnm:tW>.loan U10r !l111j>! !j:""!l!Ple1i<w.~o with {e~ to t\14pmj..t. 1n ~'w.",pay
og.Ql.~ lllll!>llntill.lllll!;1" llorislrt.1l'tiojl :\olitl$1'l1 t'Or-lll11e col;l1tlj'!lilitjl\s \l<ithprO!lee~ fr.QOl. h<lme:~. W"r<tf~.
dt\l\S~ Joam <lfi tenlll1 OOtlfi\Ul1ifioS \\11th p<lmllu:te!)t.l?t sejjtj...pel1i1~t.lllO~1l ftMneihg 1fPGlt the OOtlpJetiol:lll!ld
ot.>th'ifiz"""".oflh"~... :rm\i!<>ll~ tllbl...""'."...J....th.. in_.l_..",! "'" ""'nsttoeti'Clrt I",,,,",, .n ofwlilch we
have I!!_...d:
.Pt"4Io.t
O!unltl_
AmtIunt
$ 2Il,m
14;2'19
:zO,)W
13.000
13,301
14.339'
21.~
~~5
~
J Q.I)OO-
14;~S
S:CiOO
S21~
0tIti ..
V<<lM; ViU"".
~1Il."_~LIm...
tWlllQ Qaks n~kl?ll11!i1ation.
~(bv.
tJtJ:anceat
June JO, :1005
$ 5,500
6,004
l'J,4""
.5,322
13,1lO1
9.1111
7,~1
4,7ll'S
4.159
.:43411
14,42S (1)
~
595.110
....... .
Intetest
RIIl...l
June 3ll. 2005
5.14%
5.34%
:'.34%
5.54%
5.24%
5.14%
$Ji9%
5.19%
5.84%
5.M%
5.34%
li.54%
Malnt1tr Dole
Sep 2005
lun :zO06
NOV'Al.lUb
Sep 2001
N~ 2005
May :!OOI>
Dec~
JOO 2001
Thl'c 200S
Apt 2008
Sep ~(}$
luUOQli
~iPI
m~tln
Pt"oIlb
70%
10%
lYOl!lt
100%
tOO%
~
100%
100%
56%
lOOk
1'00%
SOO/O
\.1) W.e'ar'.e;C1rlrt\!nt~ ill diJ<ol!1llsi_ to ol:Jtaln a dOttdomilIiunt convmf0lt loan to rO'Platcthis fIotO,
GJomldmiltlum (JI>,,"_ Loaloil. We !li'llet1iIlly obtaltt loa1lll to .flnance .tho coot of aoquirihg al1d/ar rellOvlttU'll reu:taI
J:lr"JilllrlilOlf 1:1> condMilnium oon_. t;_ntl~, <lB.H.f our subsidiaries or . joint v,0IIf:Dre will incIlt the loan, ami we will
gu3ll1I\te!I tl'l<' repllytn.(lIlt llf t\Ie _ the f"lk>wing table ll1.llIll1Iat:iz", the matm.altenu, of our condominium <,,",,v,,,,,ioo
IOG\lll. ..n ~@p! one W iritllge et)ll.b~COll) of wmoll we bavc' gu~teed:
O/)C6!tlful
~
ComlIII!lIllllIt
AImlU1\t
$ 1,01.\0
_at
.J'tI:lm:lJO'..,i1QOt1!!c
$ 4111
1IItm1!II
_.t
JDne:JJO,JlQOS
6.25%
MatuI'Ilt
m..
NOlI :z01l5
~'$
~tn
!mlIIU
106%
lrttp;fJwww.sIll.oomIirwablinMtltt1nl.asplr'rr=TARR&F:fO= 1895702&S~HTMl,&:.O=H'W... 8t24nOQB.
TAM.1I}'(~6i3QYl6Q5
'rho ~,
~,Ii;)_l!tOlJo;b;at.i!lfl
~~
:M~<<j::O,,_.d
VltiU\g,,~.!babal
':the YllIlht Club
6,300
45,000
40,0\10
49,790
4l.1,8U
62.$00
$'2Sl.3~
6,300
lU,211S
3!il,l'!2!1
42,475
46,853 0'
5Il.400
$217,421
el) 'Ihil Wi\n iocrosll'-<l<lII!Itew.lil\lJd wif.lllbtt ClECC !1<lCUf.~ c;xe41t filcililY !QIII\Il.
37
5,.5!l!4,
11~
6,29%
5.74%
5,&4%
5.74'/0
Nev !00l0
Saa,2(lJ:)7
1'k1ilg:i!W/$
J1llt2007
Mar 2006
Jan Will
F~4S(lt'63
l'O\1~
1(1)%
'1\l!Ji>
100%
100%
]QQ%
http./Iwww.sn1.comIirwabllnloolmnLlISpx?T=TARR&FID=I8.9S702&S=HTML&D=HTM... 8l2412{)05
TARR.l!H~6I$OOOO5
~ 1IIl'~'1lllInliI
Pap; 4~ of 63
,~~,~~'",Il1>">>rk~p<"jlOl>ll,we""~y,,bt.i{H"""'fln';;IIe,Ia_1>;l~,pmtqf
..........."""_............... ....n....'T-. "of ..~si\lll!1\i-"" ._.....-"",....will'nm,."'.l.....~ --"weWlll ...--,,' l'llIl
...."""""'"""""---,,,,. ..."",,,<me. <>9l'.. "'''''liIJ'''_.....,.........-._ y_-... .S-.....~.
jW,li1.1!M o.fthe li:!@tt!d.'Orgl1'lntit eil:tl'f.:l!rlO!l ~ffiln\Tl~tll \rif1j, ~~ ~ titqj~ WGlliIve ~~nil1e 19$t1, Wlii~
we hi<ii<o 1l1~"!M~ \)1: In,' I,u Cln. Ihvc~ I ,,,,,.C J'rojc.' with a b'Iil:'il\<1Car~1.3l11jlIi<>tj..l>trll;ll" SQ, 200$, rp;.: ldlM lIGli!>'
~,ttt.;~Dtl!l. wh::::h Wl!~ (, 8'% ,It ItU'h.' y,- 2.)\)1), :H1d;1Matwftj<i1lN~~'2OO&; We ~to:~.ythia wan
witlt~&am~<lfhomesalllll. .
;AfNldkt1e;,l1",IltlJtl.""~L,,,,_!tt <lo",,,,,,fiDn ",ltl1 ""'" lmnnob"il~ Fojcoll!, "''' obtain ...quisitioa onoLde...,lopont;
1"_ t\lItl,nlmOl!:!b"l1~. "f1l1lld.~~de'fe!l:ij1Ulm <>f the-~t,ruQ~ v.ilth the illle~1a .ul>div~ emh.111,,131a
QlbwlWt;eb~ 'G_lI1ly, _<>f ollt ,:ub&i~a;ie~ '" Iljeinf venture will ilIo1.if the-1<1ll11, Il!1d we will ~1&e the
f$Jl~ <If t.b~ 111m Tho ftJll.Owing table $utnJfult'iZlls tful tnl),1:erial tel'nt~ of O\lr llO(juisiti\,>ll lU)ii de.veIOj1/llen! 19~, aD of
wl\iQj1 \'I'e 1uIir. guam!1>\ed:
J)1Q
Ii
37,.5~6
1"\500
26,?2S
!1l1J1
S6,~50
2Jlll3
M~6
1.~55
419
~lW;~W
L,r.wiJ,La1iIm- Wh"" W" a.equjre!lwu f\>X ~. u.v'llIlJl'U~\ ~r;l!Mo. __~ti!n~$ ~th~ ~~iu- wilhllllld ~.
~Ijy, """ <>fo1\l"iu!>0i4wo~ or "~!llljt 'rGnl>\tO will inewtlio l<>e.lJ,.~!lw<>will~~fge thc"?ll<'yiI><lntdt!io 19lir\. W..
lulirea,$4.I1i1il1ion \an'\! ~ whleh _ bave ~~ on ow l()\':)c B~tLI$ Oll$.['lf!>jeet. Thi. 1MtJ. b~ unl!!"estllta
..lIl'illble tIlte, whioh, WJlS 7 .25~ at June SO, 2005, and !11liltft1IS in Mlttcl1 2llG6.
OtJ..f Nolf-~_'DtJI11. We have . 10"" of!l8A ""llion due to A._.secured by in........ in our joint vebfuI<6S with it Th.
~_ in NOIIOlIlher ll\llO. iwtnB reeei_ a .fjdlngperc.>nta~ ~ from an to IllY. of opexating _It etaw or
~ I"JI<:e""" liwnt th. thre....l'IOl"'rtle. <>Wne<ilby the joint vetOOres bas.ed. <m !he OllIlluta1ive return.:rereived.
~J1r;o.r :g."""""" VoltA W-.oln., hav. '"lbor ""'''''''"' debt with on "llll""ll"'" he.I""". of $~.1 ",ilIi_ r uno 30, 2005.
c:PuuuItmODl.
Ame t
'$ 2.$2
37,58!l
11.'iIlfl
26.,9t$
1.158
56,45.()
1,0.03
a,301t
I.,$~
!lIter..l
~,-t
,J=:til 20115
(;,j4'iO
11.04%
~ 4'lWO.
5.94%
634ll1>
6.\14'l'O
5.$4%
5.5.4'l'O
7.\X!%
6.34%
Malurl '"
lun2007
May 2GllV
l')Ot:"jl!1~
May2007
lunZOO6
May'2l101
Oet.2tl(11
JIlI~
Nov 2005
Doo,200S
~
http://www.stII.GOmJiTweblinkxthtml.aspx?T=TAltR&PID=18957m&S=HTMLiIW=HTM...S/24noos
T~ UHt6f3t1f.200s
.T.ilb Df'0-.m
F~SOof~
SVun;eo "114 tI's~ of Cash
TIt, fqJlpwln~1!lbl\> !If<!l''lllto l1:Illjo, ,~S IjDd \lS~' of Ql!lll;J. f<;ll1 t!I~ s\:< jllolJll;ul .nlled Jun. :Ill, 2005 and W04.
Por tbt $ilt1l4Q1l1bs
Bill\OI.IllllWl0.
_ 200f
gllln'~M IlhliShl
1I!.t.llIIhflow;ftoln~ Gp'l!allOOll
h pml><Ol\1ls' J'.rom Jh\,'1IIUot Qf:roll1ll$Wo
~~:p~
~'!liiJtPi'li>>i\il1
Net:I!l'c!i~~)~Iat<lli~ an~iUgi aml,6thet bortoWinllll
Iil_ent~io:tt
"~_b,,,,,_~ "" . ,
,jiltJm~g~'hnvmlon'
.LmOl of o...,ut
li\I<wr~d_JJr<ldl!l<lt~
OlIu>r.9'!lmJll~'~t
NlIl"I/fI(!l~<ll>ftt\'" ht\tJ\o $~tl'!'
CiIIwt:
l!tt>oeerdll !hitn the &.~nof'blhor llSselS
1Ir_.ds from &.. exeroiI<l oFlltodl:1 <lpfiiws
~1lt_Y~$"""ived
1:i>tallmltoeo <if'o..h
$ 2T.:m
li'.J3!
2ll;~~
25,1.113;
2lIUI1-
17,W
3a:.U2
(l$!a)
4),'.)1&
5,!l:38
1~
48"4.~
1'1...' _",
Fuill!l8$' efhOl1l\.boiidillll ilWOI1tory or land f~ d.welclplllollt
n.wel~mrl_<MItic>tt_(nol ~'\\1i1:(gs)
MvaIlllelll:<>~.I"'tlOItj<llntwOlJ.t1.lrQsIl:li" ~ding!lCti'l':ilillB'
G'll$h USe<! ill homobullll1ng ~l'ltilill
(33$,274)
(i1,~)
(.$,t1li'j
(395;04-U
_ 6,671
$a
5l.~
22,gtl9
4a,l25
5,023
1,t\~J
2,015
4,146
8'1,683
(39.113')
~,7j1j!i)
(~&)
~4.t61)
~~ 9f~~~l1Il'm.i;Wiib ~~~,.(l\jl,!tiQriif.lllil. (41,~')Ol!~1i)
l?t~\l!ilfi!liti#i.i#~~ (2;$~J (Ml~)
.GltIvlt:
lit""kroJiiureh!l_ (1,~) (3tt)
~mtdlt~y" ~',pOOj. l'l4,1l7J (11.~
'IlJcwn.. ~es,j)IIi;d. (a:.1Q:!)
Uii;j!llll19"Ill~~ l~'J (4$)
f)i~e;h':w.&\st" {l1!b''l1'It'i'I'!itI,!>>ii{9f<l9!l\l<.lIl,,*!jo'd~"!lIl\lp .(~ ,,~
r'hl)"ou' of "':l i:'1c.,= it)' pa.I":rl~.ll (1%.000)
~ * .
T~Wl$Qf.oom (4~J;1!~~(a1,I ll~
N''l1tllGllnl<<lof.wh $ ~rS _ 557
CMhFlows. Ftlrt!:l<l~\:remled .rtlno1m,,1U0iJj QIll"nl't ollllh usod..in~sM!tiool_ m~.2 mlll.011_poxed
1>1_1G Ii!!.h Il:>PJh\, ~~mqn~ !mqod.J!.mo.3u;..~; l'.bIs:ll1\~,,"\1;in O!l!lhus'd.'l,prinoiplllo/K.~teq \bh~,
~Mg~ ~l;1j'l1~od. fi(>fl:AA 1l'1rl)~o<;\f~bt.Ijl~it:!$ i>lv\lllt~~""jf~:3mJjfi<>n,~,,,~tt!l!,t~~\fu4
~'!'~<!lW~t~1)wi4~$1!lltliUipf\. ~'" i>!lSlI~i"od.tl".,,~.1J~ tWl\Sinel:e$od.$l5'4milli:Qrt.
);ot~.&~~en<l<l.d.J_~O, Zi1l05, oWnet~h*od.m iit.v{l~th:i& ilctivitil\SWlijl$4A,4 milli<>ll.oQ!l1pate.d.to
~7';""'llinM'hftll~.."",..;!"'rill<'1 "f\lI'104']:;j'...me:th",fin,..1x"_I1f?l!ln~,W''''''l''ffRrllWt\ t.tIf"I",!,"flm.'"
~OIldbt$31"? m:itlilm,.tfre GilIsh p<OOGII oFwhilill wu$1.i5.z!limc>tl. :In thllmtq\lllrlet 'elf
39
trttp:/lwww.snl.oomfirweblinkKllrtrnLaspK'IT=TAItR&PID= I 89S7m&8=HTML&.O=HTM., , 8124/2005
tAR1t lQ.Q6t801100.s
P~Sl 01'6$
!JilIllIIlI oi\E~
200>, .t1Ie~t;1If "'~W ~ In tl!\';Q e\1ll<d=inlum dovlJlol""entprg~!ll'ld 0J:l~^1'!l1d Jil~ Co<
!f1l1it1Jl\l!l. tfu; liDt^qliAM'cf~'."'1lIlillli'S IItiIJioiLtoj;~~inlll'>~"CQr~tlJ lncertll!njoint
~jI . .lr:I.1!i6t;te,Ol.1l.1 ~jJt~ut~, wejlJid.$51il)111oo'tl) ll""n\lfi!i' pattllElf ill ~~"f!lr
:'ntcTCtltI i~, ~ rc:rr:tt' IIpflo'murrt t:onmnJ:lity 7,: tl~c rrst q:ml."lcr or~on4. '\V~~4-~~_eare'~!f6rIi~~.,~~-of:~'~~QQ9.-
W.!1h~ll(~1 prc.u:eetl:; from t:'!(, silt'! ()i1"t~a; C=i'nt..~ In Ihe fir':it ::UX mcn7'1''!s of ~Cl~'Wff;S,,$~8m1l1idD.:fto1n1ihem1e-tsrtwo~etft
pFOpertltlS. twu pal't:I.!'~ or:i.I:;d. tJl'ld!l p::ull<nI ,or E1Tl o:fi~~e pll:k .\dVtlI:CCS tc>~;:andj:'oint~1"tmtu:ru.&rd.v~l~
"".ts'inCl".,ed 5111:1I1:10:1 f"rl[,. .i.. munl:'" .nebl J.."O ,.... ~005 con,~d.t~~._"peri<ld iIltl.l't14 primarily"!lJ
aPvOJiloes1'wi: 'Iew IXmciPmIcill.m l!'rojt1<1~.'\ddil;ionally, coa~ of d~'l1~ 1CIllIl11lpar!m0j1t'eollunw;>iti.. imlnlased
f,llt.!l:t1ii\:ll1>rdn t1Ie J'lxilnix lIl~rttlut((f:ZQOS lill c<mt!l<tred to !be lll!lll.e jlerii:rd in2OQ4.
Fqrtb!o~II!9Ytb.3..n4e<:l lilae 3Q, 2OQ~ OW prQvldc<iby fllWlcitJi aetivities in~jll!edto $2~.71\1.ilJi<in.li\1ttl
m.s 'litUllmli:lr thll'slx 1llGlttil& efidlld rm . This uIG1"el!$e Wlls due (il"imllrily to inohiaaefi borrowings in OOl'l/lectillh
with _homebuilding "olivil'ieo, A<kdill , we issued $40 miltinn oY\m""cured subordinated debt in. YUIll> 2005.
CotzJ1'Ualltll:ll' Cl.mimi_ The fuUowing fable SUmtnariz,," information regarding contractual commibn.Dfs.
Sixlllmlllls
lilidfug
P<<ttn[)<<:~l,
~
$ S:I}.I~
74:iL
Sl1heduled prlnclp\\1 pIlyIilerl~m do1)1
~ng.IOI&ll""
lllrm.c<lllbuts' 11:> purchase real. ~.fOt
bMn~aclivitiea
200..;
wfZ~
$639,243
2,0:81
100ll
,"~jlll)'
$l1lil,111
1,S!t4
'Il,....n...
$1 *lil;80Q
25.618
Tirtal
SI,O\lg.i~9
3/l,tm
$4,1.S0
1~11?
120;&'15
215,413
54.:.l50
1.1l~14
~1..31l4
......... '''''''ht.<:!f. M,"","d~
"..~....'t"'" ..1,11/1<......".....
P<l~i'UldloJtJJ:viJt(~ :)l!,1/'Z,1 l\l!~']S 1;1;.,111 l39,4lQ'
$Ui4j!lSll $7M,3Il2 SJ:3a,:21!O $ZiS,/118 ~~Q24
Of&e ]'>aJJlU!l~ irt2OlJ5, $25.3 millil1llUllSf 11!l eI!itellde,:!!'Qr slli montlu and $:1:9 nUllim may 11!ll>ll!llndldfbr_ yw^
Qfill!olo~ml\lilJril!g in. 2ll~ .$5.5 mil!f03ltlay 110 "lden<!.dCor .il< JtIqntb3, $51S,6 miillM maY 110 .xIMdedfox OM year,
irtl9.~lW3.8 millWnmily' be "':!"feuded fbrtw"<>yeat<. Of the lo/mllmatu()Dg)/l.ZO07, $163.4l1lilliontuaj be e~d~e<y.ar,
~7 .9'1ll1illoll may 110 eXten<le'd IWl> years, and $7.9 millill11 may be e;tlended rIl'. years. We iMencl to extend till> Iowa <It pay
thorn .olr lilrg<>ly thM~ ,lJtll:1~ Ilt!d hmlto sal... We.heBe." W. ollt! """"8' .uoh neW finanolng ... may be'wedod to
repl\Y mllt\lrirljlj 10lllllI,
The linn ~ t/) ~lulOll real. es1att for hOlDabnilillng mivities melude... ~ tu)?urebaslO lIfttabeUa, a 4!.lQ..Ullit
.~_umJ;y ...j..ko.""""ll.,~ S,H3 milllon. !n.!uly ;laOs. w.lln<mood lhi1> purchas. with.:r..m of
m4m1!)i!ll1, and we pJ;ro (0 ll'l1l the ~e$~ ooml<>mlni1U!1ll.
I/fiJPJkil~SlI<<~AfIl'll#g~mw, GW11111rjteed:Q.btQf \lIlCQl1S0lid3t$d ~Pill!Udj"int v~ inclndu a '7.' !l\il.liQll.
~fll,aj: illliOlllreo in!ZQ06 \lhlliw .~1i>m@j:tbP!i9nfQ< qu.y...., rn,,<hijt\QIl, w"MY<> ~~ two l!"id 1-. w..)ki!.
$l4IllHl~ <If\llt~llP~..1itil/(1llll jtrint:Wl~. Gfte of1ile... !lllilllt IllIit!ll"OS 1;1 '2006 with a three m<>rtlb ~ldil'\lliiil1 "lrtioo,lllld
ball a lone llo, 2~oa. balance <lfl* .mlhon. Th"<lther land kmn _<l1l m 2006, and h1lll . luno 30. 2005. balamle <if
s.a.2In~ 'W.1mWl1Il&~ ~'lf'dAlUJ ~t:im IQflI1II totllllng ~9M m.i1lim ofUll<WXlllo.lidatod j_".t1nI. .Wl>
oft1lelle w-\IiWIb; JIlfW 30. :!OCli,. balMuB tplallng ~mlJ11Ql1matureln2lltlS. 0lN <lfthe lillllStru<ll:i<ln l~ _QlI in
1!OO"8;.,may~ ~ix.Ill~ mhal! II Jvne 30.llOO.$. balance of$i2.5 miIl:io.n. Tb..row:t\I eonstructim loanc~
ih 2.f!JffI and ba!lll OIllEinca.at l\l:IIe 3Q. l!O()5" 6f$70:3 m'+lliotL
4(l
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TA.lR lQ.Q'61atl12fl~
Ya~ Shf63
~I>i\1Cl~
Crftll:l1l AWluntlugPulloiell and lli8tlllla~
~~ ~.Ill!l all ~1 panllfthe.llrepMrtion of om <XlIllfolldallld l'i'mm.cial ftateme!rts and _ fi.nancj1l1
~._,,_~!,o,ow<mQur,,_ju "",", o.t;\ain.~...thna"'" _~""IJ/ .-.it1ive !,.-..l>f
~i1; ~tp'0ll' _llI!al<lUmmotals !IrId,i1_,oftlw''JlOIllIillillly thatfuiur<}evllllt5;~&~tlww~
~!it1l:~ t\\il" ~j\llllt\i-en'fh, TIIil-jjjO$tf a6GQ!lt.rlUl!1QUci~aff~tiJii out ~lIdated t1'1~~(;la1 ~e!rts
aI'6 $l1lll8s\l41)e10\1l.
~ /mpa'lf1M:If,t. !StAAl' re~ a prciper1;\t hI>!(J for .aie- to De I!ldJlsured at the lQW!>t ofite \lIlnyillg alIlOnot llr falr v'alue
!ella _to !\ell, tn.illstarwes .tlt.ll ~'s estiinaterl rair ...a1ue 1.Sll-cost:llo.allls less than !:ts oarrying vahtaat 1ho
~ <ltG\'lih:Ja~ w.uec<l@illiD Ii lcsa wwtit<rdDwn llte.proper1;\t' scan'Yillli valuMo ita estimatEd.falr valueless "illite ta
lIIll. W'H'lI~.a gamf1lF JllIbsJlqum>t in<ll>lllSeJl in fairvatJ;l!ltl!ll' e<ll!m to...u, \JUtmt in """".. of the O!llllulatiw 19SB'
Pf'l"i~ni.~ QUI: Il'vi._qf~rtieIlheld lQr.all'~y bJ<>lu_..lelltiv"'sitO'.irnlpe~ c~ 1lJ..
~~lltJl;\4n.l;~ tb~ (~!S. rilv;iewing!l;te. p.Q.p\l!13r'1I eI1111ill$es $J;ld rtlatnrenanee reljl,1inlm,ellU~ ~<l!llI will;l
tho. Jjl"qgetta' ltilil1lrllllr. and ueV'ii>W <If tlle surrotihdi.Iill'ate-a. W.e may make ~tltIen,. to &,tijt\a!\!d fair "alue.. ba&e<l <>l1
future_iews.
WtMds.o lNlllu11ti<wr prGljllerl:iJls'.I1eldfor investment .for impairtMnt whe_at .'foots -or o.l1ang.. in clrOll1!ll!lllan<r.. :indica!\!
1lmt a ~'.cart3lilli value m~ not \to rocaverabI... This .vah>lttian gurllllllny.<lOn$Wll of revio.wing the ~s _It
Jilow and _\IDt,""IIfl""Sol<l!ee~c~~, !IlnveU lIS clumgu hi $'_al and wclll.C<IIJPID.io """~ If",.
wm:.lQdo IJ.W ~P!'~ ha,s Q""nimp~ ,"~k" !m impaimlOl1l.1Ql!" and wril>> qc>wn th.'p~qpert;\t'll'.llIlYing value'l!:!
lll~flUrv(ili)$. '.
I~~ fn,JI>'I/1t ""1iJ/!pns)fCCQlflJtodjo/, ~iJ!g .th. ElJUily MtJthad In Dea'UI'Pt>r 2003., the F A~B iB$w~d FIN 4QR. FIN
_ \lJatjfi~s th'@.J:i1katiOftof A_untJo& ~searoh Bulletin 51, "C<l!llIolidated Finrmoial Stateme.nls," for ~rlIlm onWell
lhllt dlHI\!l! ll:ava sufficient equii),' at risJ. for the llnlity 10 l'll11'lneo imactil1ities without:addifional subordinated !1nancial
""l!'l'Ol'i "" ",.wb!<h equity 'inv_ do !:lOt],avo the <iliaraG1:Crio1i......r .. ._o~ l'lnoncW "'''''''5l. or ''varillhl. ",...t
'-011:." VliDablo.~t ",,6& within thell<lope nFIN 46R !\I>lYe~d to hl><lQIllloliclal\ldby theirprimliU'Y ben.l'ieiaty.
l'Ite ~ Jile!W'-Wl./ro' of a' ~lo.lnwm Ol1f.iW 1;1. cletel1llizled to be the parl}' 1;h&t ab.cn:1:w a I!lajqrjty <lftho OI1Jolly'.
=~ lQ!l{le\l, mew..s a m(ljptity of Jts ~~d reWlno, or bot!l We ad\ltlfl>d tile l)rov~jqJlil of FIN 46R in tlle M. qtl8tlllr
W. USe tlw "* met1uld ~ .!U>eo\lti1: for inl'e~etIts in J,l8rlt1!IrsbJ}1s and j1!irtt _es' ovo.r which. we aure!se slgnifieallt
lnl'lueneo-,btlt do n1>fl:l!llUl'lll or wbien-not _iatl" i'nteresunlilill$-of 1Ifmeh w" Ill!l tlw prlmlltj! benel'ielary. trndtlrtb.e
~ met!:tIlll, mu: lnilial lm.1Ilm.enls m.increased OW our prop<>rtimatllshare of1ho l"'ffiIermJpa' opeItltitli iltoom. and
ao&!Jtll1)MladY-.. andde~.dby Mrpr.0p<>tl5.0nale .!we of1he pat1Ilorobips' operati"lj 10...... anddiotributi<!as~d
QIlJ i!1l\lmtinj~~t!l"'Y~~ i. elililiIl'l\lld.
VI'<t~e >OUt' prepqtl:lnll$ s~,of1ho p",fiJ>> or lQSses o{tho l?artnersh4is !IrIq joint _Oil e~~tentwilh the
~tiQn of O$li~<lll!lln .Gtl~""'wlt.ti the prtlVisJ~ QfllJe ~Ol/ll ~ OfCertifiadP\lblJc Aoowntalitj'
~erit of'Pl\IIilI<lii <:SOP"} 1M>, <<AoeountJo& fur T)lVe&tn1jirtl!l in Rettl IlState V'eri\Utllll. .
'We>~;{nv:~~ .8.I',W!v"'1" Orl'"'l\i1!'h.':~II~:(J~ :11 .:();':I: ~~::!U;"l..!..;:n Yi~11ohWfiflttild~cm.;obIltt:()111ng:~$t&-or01lltmtt&-ille
J;18l'lnfltR 1;ave"i8l'il.'lcanl1'l!lic:l'"ri,.:~ "[,11", II!! :I<:r",,,,, by :1'" ".\SI\'. Ilmetging Issue. Taslc Force, inns 96-16 Abstraot, or
tln;pmtl!lltr\gihl&, 8$\lIi<ll'ine--; by S;.,I' -g_:; ""II ",,1-:,,', ..,'C !:n c ,!c"'II'):',cd not to be "sciabl" mterell!: entitle., asu..!inad byl'IN
~" ,~~eJr~;_~ff1,()t.~~nJ1'~tfr1~ ~~~eJ~tv~~J;r~~~R h~ft to ~ch}ti:~, th~r ~l!\$et~. 1iRhilln6J\. at1tl8r~~IeR
$i ~_ f!bll!t Q\lr G~Ii1l!lied f~~enll!. Th<:ro 00. boeu un effecl on report"d net !llOQlIle Of loosl!llqept in
~1>>~llh'1lc ~e received dlttribl,iti:Oi)s lfum a joint vOl1ttu:ein OXC<l$S of out inv.~en! in lbe joint nntllre, witll the
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\\\i!'_~'1l!~~~Q!l(j;la~~de'tl.~i~ .
~_~~"F<i!";ltl,t\i. i:lll\l.ll1l\\.h~.!iiIl!l ~~il1iUlP ~41p"n~ W~ t"",*n!>:erO\"cm,.1\"om !:om.htrllc1!h~
~",.~t)i<l:P'I'~g.~~I>~il!1;~~, ~ft1li:lm:~.Ol1Iie ""::'''I"I.,el;..:: i. beyollll"["'el"",,,,!!)' S~lIil.. buyer,
.r1il'8.~_4_.Wi.thf._liI€belq~~ M~I$~llfillItlsEll/D..tbtl'lOn- rleh\-ery of !h., !:o:n., ~ ,"h.!an:,.1 }lC,'c.r.lJ1g,'
.'ctbmnw'att$;1ltlJlIM>-fimt c<m.ttatmljim;sa18'~'8 ate uen1'oomlleetibl'd, rJ:'1d rC'I'!;,lmU:;l oC(,l":U arxl rcvern.:.c!S Cd.n:.., rca!l(mabl~.
catb:xtoJ!oit,-rDY:'OB'ull1yiw~Qtleip ~<m<ft;tb.u ",aluoQf:notl~bla: JLl~": c.un1tt\c::1 ]CVCIl:JC I'.c:ct)~:'n.lud ia c.ll'~auJD:.ud
~~.tl!!l'li'<i!f~Q(OOOll~ _ill i\lll."",<!4inlWlatl<mtQ i;<lW~~ cQl'l!!tr;'c~\!mCQll~'MYl1m~dlW
lij;!!I"".~t>~1!i,.IQ ....~lI>Atr.,,~~M~"~n\l.,~.flO<'gt4!l(l8jl.cAAttil!>ll!l!ic~iVl!bl!l. .<'ti>Y~!llJlJ.1!i#~.ftQi!l.
lil~. qf"ol.~ in exet.s Of ",':O'l''''' oolreil /If;thei f.e:C~1f.1~e .:r::6:tl)'iIWim ore f~ill>d M. <:lef~ ttlv.ej:llle. ~vOll\l'l frQlll
~~l<:,:lig :':i:I~:; ,):'l)(J~; \1l'Y,~:(lp:I!~I'I.s ,:II'U::'Jdl:".!l C(':I(!n~r II:II::T: c:)::\ .m.;w""~" towrthdtftes}art:d TmQ.-d6V'.l~eIitt~is
r~%6c.l n: I!i~ rlln(~ (If :~,::m:~ III~de: I!~C C().n(.l;:c;': (,On'l at:1 :IH~I:!(:~!
R<1ttIal~_llO.ls rec~rl onlhe Illtaight.lfne method h.... terttlS' fur Otlt apartment oomtnuniti:es are ~nerally'for ana
year (It bla.. Lease Ulrmll\fur our ecmmercialoJll'''p1ll'ti.es _generally !'rom tbree to rive years, altlwugh they may m. shorter
or ~. ~W cQrl___<leferred and amoJ:fized ClIl the iI~I.Ii.lJe IJIt>thod oyer lhe lease lenns .. .. r"d""tipll tel
.I"l!IIl>lJ ~]l.o, We .oorya pel'Cent..ag.. rentll:b P!lly .ft.r lhe l.el1anl's ~... !lave ".,,!led the fhr../lpld provided iJJ.1\:le 1_
l11.t.e~ IlDd :rall!lllllem~t fee. rlW<I!:\1Ja a.t\> ra~>(e<l "'~ .l\ID!l(l. ~eI1\!ll frmtl, l!llJl!. t.e1'1l\ bllJlJ..<llY I\Il<:I c&blb .ctV:!ga
~ ~ d.afi!tl'Od arl!h:tttl:lI.tiz:e<l~!tll:om. <Ill thellltajght.li:nel1letb.o<l4m 1It.. tetin$l>f1lt.e c<IIltmcls,
~ on SDllI a/If.1l1 J!s1itlfl. .Q;jjiJS <IIl.oalQ of tel\l. AlSt:;rte a1'e t'l4oj!)'lized ""llet1ll1ld ~ tpe el\.tent.jlQtmitted by SFhS No. 156
- DJ:\:~for;Sal6S oi:&eal EsfaUl!' T;rntjJ.1It.e.tllll.Ultl:melll9 of.8lIA.S N<b 61l r/lI" i'ul1 pl'oflu~hiNabe<<>tnet.
tranollllli_ __unt.d t<lr 1r!S'ing tmrdep/Jllll..iol>tnllment,<lOStto.lm'lltY. Qi' flnanolna urelhod. w:hlcbevor is .appropriate.
Ellvltonmobtlll Mattfrx
t1ncle:r'tod~tt.t)l~<mclJ~WlV:i:ooxIrnenta11.ma'..-or(Fmmct.:~" attcl J'et'I~!{f'ib!l~" W'~ "~a~' hl.;':'htl:~i;~to~' rcm eivnl' or ret:aediatioa
~(;:U ~ ~-Q~,~bt:r1l~as:~;$WqUrie:3-/,1u poJ::;r:n.i cu:.cl pmpcTly:1 wh'l.~!~ (JUf ~'!"np!oYoJdl:' mey huu a~d.fPt
~;~l.,QJri~Qt:~dP:~'QJ;'~ :O~.H)bli\,'''C;\~~.:1I Kc:du'(Jl'I, (":::r,"I:\,:':meill.alll':.Wli 11'T~pOSC IMhihly'lbr~
<if ~~."l'"l1>it!t matllrtl11s:into tmrajf, llpd Urird ~ti~., C.llIl ~oe~"'Covary ft_ "" r<lY~ itYlIry ~iJ~ wiUt
1It.li1$~mat~. W.. WlulltflWatoof1ll'lY ll41lility relntl11f!1 to 1l:res. malletS that wouldhavl> axnlflerial l!dv_llfftC! (iQ Qui:
blI&lheu, lInal1ei>11 p<llIitlon, l>r re~u11S of operlltilllrlS. HbWeVer. thero is <>rnatter .involvins the nI1~ll"'d 1"01__ ot asbMtds.
Oor!ta~ T1Il!t..rials at 00. at ""'" condOrnihiUlll ean"etl\lan projCl$, As at this datlO. we _ tmallle.to c:1.rte1lfiine, the ouIWme
afthis _ t<lll!l wMlher it will have""" material impact AA QUI' fmancial Sll<telIHmts. W. have incurred 1egallUfd other
profill!lllima1 feClllll<l \>OSlJ of r~pcatWg re.oi<;lQ in CIllUl1ICtion with this ma\m1' t<ltali:ng $45\l,OOO thmugh IIl1le 30, ZOOS.
~.<!~<>1l.blu>b<o."c;>!Itplo("d!!l.l!.it.aJ.cPl\ll1r$79~,rXX!. .
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W"_ll!qlQIleQ T9 _~t risk frPlII ~ ill ill1o_t mllllf (bat _y ~'lI'lely affOQt <>Ur ~ l'QSijj'o:n,. tl'llullll of
~, an4 "'\lih r."ws :" "",,'nl\ 10 r.,i,,:,,' !7e Ih. rW.k;s frPlII ~'l'itr$ta c()wl;ul\ii~ WI> ll1anell!l slloh $i:1lCJSW'<! th!:"\Illh
tlUt~fIt ~ Km! !immciliK "el" ;1:0.. W. 'U: O<lttril&>iOt 1~1l> infllll1lioialinil'trUmen1'$.1'herehl\v.heenno
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>>Wlodtlh tbloit mtlllt __ ."lill:JlIllibn, ~"h _ OOItlllhlt.d l\ll, oftlr. .endof thol"eri<ld '''''Ored by 1lUs Fol'lll 1 Q..Q, th...Chief
]lQ1lllW.,O.flltler /IUd t1Wff~al. C)f!i_ have oon<>ludod !bat tbe.Company's dlsulosl.U"ecanll:o.ls and pt:ll!l'!IilIlrlls _
~i\'9i 1Ill~Ull.ll.~,.l.Q,.!<> _. tbat hi<&muo.lW>. roQ1ll<<I!i 1.<>1,0 ~am1 hi< ,""porto !hill the c-psnyfil...", ou....iIo
lJflOO.tball\l"1Il~tw :llx'bl!I!s"MQ.f:~ lS_~Pl'Q!i!~!l<l.s~.OIId~wlthW. tba\llm:1leriolls-
~in~l1l.l(iOll and~rtgee""'!:lt!lSiM nil....,~ fOl'm:\. "!.'r.ere~ ~"h=. ill tho v!lltl~s ipt;qmf)j C!'l!.i~1I
, "".~., .). .:" "_"'''' ,-'- :.., ,:,. " ',"c,. '," I I I ~ 'I ....' " -, "', .,.... .. "-,,,- ".. :' .,',' ',,- ',' < :' ._, -,- - ...': .. .. ',' ,"
Il'\'er ~t!IliI.~.duti1'!g the GU'" '0' ."'.c,.. le,e .n , _.I 0(. 5. tJ:!lllm e nl-ll1erlalb< d, at are 11l,,$Ol\ably 1~1Y 1lI
1'ti.~)t,arfeot;,_th.!Ctsrttp~ 11.'(~I"!'t1. CWlfr;)!-:; ..."l':~!" :':I~t~:icin: ICl'or~Jr'g.
Howevl!r, the C_~ and.illl aecOlltltlmlll idOiitifieda dOIlwl defie1on"1fn its 1lm>mal eo1'lJ:1'Ols over l'Imm<iial ~".
clDeSlll1Illar 3.1,. 20.(!4, whillb COllStito:lili! a "lJ1llte.rlal w.akue&~ wlihinth.e ~ Qt1h....Puhll" ~ ~
o~ BIlard}\u~ Sllnnlard No. 2. The material we~ relaled..lo the Ctlmfi6IlY'$ aCllQUllting 'M ~taxes.. TM
);'O..._d (l~ ~~... resulted ju UQ\llm:1y id<mlificatiQrI <1f adjlJlltme!lJlllo the ~fllr",d \al<Jiablliq...1I:JJ. a r!lllulli.4111
env>'~4ifOQV~ lhl\raff~the.OQ<lll<j qlJll[l<!l' 2l)04 provutQll fOf i1lcomo !alo.Q. ~OIllenl ~ e:fl:~. 1.<>
obtain l'el~ \al< lIlJd aCtltlUnQrtg Nedrds to o1lpp<lil.tIIe de!.6:rM flllt ......tii lIlJd IlabilitlM M ameeem bllf 31. 2004, and
otl11.1Ulllld1hat the fi:tmneial SIalert"lllls W.... p1'Ojl<ltly sllrted it",.",,~. with ilehlorally ac<lOpted aetfounting, prinl'liples.
In rellponse to the tbroS~ material weakness, /nan'ilement is euttently evaltJa(mg the I1e<!d for .ddltiOllal r.."'Ul'oe~.
florllAAf<l,\t""""""mma:;nr In:m,m" tA"....
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rr.EM:.~ nNHGIS'l1E"R1iID kL1ts Qr.1t~tmW !mc.'tliU'rIES AMUSE Oll'P:ROOEEDS
fml"..r:~d$lfcurill..
f:ln Mr I, 200$. ~!l:abllrlluf Coml11Clll Stlxlk:w.<<t~laSl:llld U{l0I1 <Wn'I'elllian. oF$2 mi1lion oft!ull!% SilmOl' Convart!ibl.ct.
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ClnA.JMI22. ~ wuutJ>n,d iaIo iW:"lI!'._l'1II:wi:!b,lll",oPQ1iIll)ll.. to l"l"'Aoa...rlo ao''''',"mbersWtoilMtelltih.F:enwi&
"f.jjll1!lI"4. u.<;;, wbillQ ~ Villl~ atFenwi,* P.IlllJtl!;ll'on $\.iWtn...n:lJ. W.. ~elli<ld a ~,1ll)9~~0l;l'
F~~'~!\y'$S;4\U ~tlIf~d,.Jj~.of _ ~jUu01'l.o.tock with ams:tIl.;1 v>llulH!.tAJiliiI15. 200s,
1'1le a!lm1l9 wete lalllllld plIl1UMit to t!uI ..Xenijl!il>l1 pro1lldod urrdet ~on 4(2) of the Securities Act.1Jpdh the
IlllltnriW iii! 1bJo pr<lItli&sOl;l' note.on TatlUllrY 6, 2006, ll1etlloa.may ..Ill.l to retainlb.. eOlIlm'>n 1llOOk Md ClltIe<il1lm pmlIliU.6ry
_W'~ $.1 million _h IIl'Iliretum tn. eomm<>tt !ltook.
OnMay 2~2llO5, wa ll!Itil'ed iull1l1l'UllJ!lllml'1ll:V\fi1h Fleolxla"lIIll., to p~e it:; 30% meniben;hip i:nJie.rest il;1.
S-iWamI{!!lU.M....~ LLC, WhillQoV\lm Vi:nJiage. at thel'me ~F~-' fOf $1..S mU1iOI\. Pi$ a ~<le.pQlllt,
W<leIi~.$S,4(l:l ~t....ed ~LII.' of'''''I' 0(:'1111I<11: sfcok \\'iI!: . mork.: value. Iilf April I 5., 200S. 9l'11 jll.iIliQil. 1'l1l>
~ WlIre ~d.put;!tlatn tll'lbe .-ompt;on prov",." m,!",. ~"CU,"l .11 ~i .,(lbeS6curl:tiea. A'et, We el\PllOt \!1.i.s ~li tQ
o"ksefuih.. thitdqull1'lllt of200j,11l wi leh ,,"'" wo wi:: ..,'cn:,-" $1 ., !!!I;I:<IlljJt<lllllsaOr)( _ s_dlly 1he lllllllsfsllltlld
sImt..1:l dalll'mM JltOCk, r", llll!l\lal.Y 2006. ~"a ~ elect; kl J!1Ilain.lbJo tlli!FlImon st0clc <It to llltmn the. _nHI!o@and
hi- Jilldd in <lltllIt th..""",unts due under- th" pr<llt&so:ry nole,
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Q\ltltiri:.OIi~~lIl'. r.:J,:;:,.il~"I=:a \I. Rc~:"~:",li'Ll~11I :lw:l,:"c,Jrllrl0n ('u.i;(<<I#U:Y'ec:P:Jd,r~#)..e4~k..,gTj~lh1.&~~,'~:tl
.n'1es:';;l"!\, 'nc . :!s ~Icd w::h uml u~'proved I'~y I :'l.f.~ Secl ~till'Y c.ll"':~~:~.v;~,r;:)~<~-ll ~ {m~d;b)!
n:!e!Ci'lCC lU It'C.hilm 4.'~ Ir. Ret!,!:dratJ,'m Stl\!CliaCiI: '\0. :\.JJ-.l!.42i4mI:E0't1tt 5..,:4).-
3,3 .tl(\Ol>Qll':lf Ail~~Jlhh.'):t w Il.... .Ar1icllI.",fIt\llIllp_tim>. of T;<q"dgOl.1 ClIlpotlttWtl .. fil04 witl! sml ~1lIl by
wr s.... ~ of State. oif':N'......daflll JunJl 22, 2004 ~inc~~ r.ference to Exhiblu.1 01.0 It""" S,.K ilalsd
J'umI!.4. 2(04).
4,1 finl""l"'. Ag..em""l Ua"'tLS"l'wmb.. 16, 2004, bel_." TllIT~On C;mpordti"n ."d IJ.S. Bank NaliOIlal
MoOilltion, llli' Ttull~ (~oraf<>d by< lllf_.oo ElIhibit 4,1 W Form 10-Q!or the qua:rtl:lrly pm.,d ended
Sopt.,mher 3J:l,.lQOiO.
3U> R\lIe 13a-14(>t).""",'tl<lt'tionbyWUliam s. Friedman, ChidEl<ecutiv" OffiC<lf.
g.L~. RUle 13a-l'4\~ .certtfiCmtion bf :'IlrlnD.1'iek.ns, Exe\:lltjy" "lee Presidlltlt and GhiefFinlmcial Om...r.
5'L* Sii"ti6l'f U50 qortitlQilti_ by WiJ1i"'" S. Friedln,,*- Chief Elt~uti'''e D1'tlCer. 000 Will D. Piok""". J:lxeeut1\>e Via..
~ide1!tadQJtefY~Qim""",
. fiI",ll-'lh
46
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Fag,e. SB l.rl' ~3
M. oti:J1IIttUis
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~tQth~~~ '*tb<l~~~eAct Clf1934, 1he R.e~tranthas dulyc:aUSlld thinqmrt to be llillned
"'" i... beluMhy ll... ~d!horeunt<> duJ.y aY!h.,n@<!.
!~OON CORPORATION
U$tllt Augu.t ll, 2fJ()5
1:1)[: 1!IiWillimn S. i"rlo'dillat!
Wll14l1lT1S. FtiedtiulIl
CIilet~.ulj1'll'dffil:"r, 1>iroot<lt, md
r:h0'ilm.... (If the 1<<>1>T'rl "ff1ifllOl_
lJl$, ~ 9\.2QtJ~
lilY' /lIi;Ej:jnJ)"l'icken$
.lWinJJ. ~
l'te$id.,itilnd
.Om:i:et .
'pill Fin>1Il.u.i Offlll1ir)
!:late, A~ 9,200.5
BY' {sI~lwU~ p. :a~tAA
~n.~ton
Dit<Il* of'Finanejal R.epQrtin!
(PtirtOipal ACI;OU/illl\j; Elffteer)
41
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TARRAGON CGlUlORATlON
~tOm<lrolrrS
AttlclOll \lf~'wl ill T3rt~ll Rl'!l1tV lilVestPJ.'$. rn~. &Co:tIlotiIfed by r<iferen... to
l!ltliibit1.~tt>~'8.:K llili<l.l1illr I@. H19!).
Certi!1c.fll ,,(!>es~.atltml!!fPr..~.II'1~ R"bifMfP.rtlci!mt1ng ox OptiPnal Cil'Clll:m-
Spt'c:Il'l1 RighI.' nr.C'1 Qlifl!lr:ct:rit~u. r.iTl1:h~II:'~n' 0: !\C.:lIl"'I(;~ic."~'I~ t}lcro(~:e.El(:)!ij~ti:v~
l>tefl.!ucd S~ack of :'31m~(.m RIl:dr)" Iml'~I()f'~. ;i:C, as r:~cci Y;1Lt'nnd~Q~l}ytbe
~~:;:==:~J~~l,<>~~g~~~<>TlI~" l1Y re,feteltCet<>lilJtIrlblti'4Alll
Certifibate of Amendment to fue.Atti'cl.. of Inoo.rpt>ratio/1 of Tarragon Corpllratlo/1 all filed
with-md a:pprov.od l>ythe Socretaty of Stale ofNe"wda <llIlum ~2, 2004 (Jnoorponll<l<l by
r.(e,;",,-1:oExhih;1 :i.l0fl>FbmlS-K d$d.TlmO 14, 2004).
Inl!etitJll:e' AFeotRep! d'a!"e<'i ~optel'!bot It\. 2.Cl\l4, b.twellQ. Tettil&on <:I:<ll;p6rat1611 imdU.l:>.
BahkNiIIl"tl/tl Ms~ $ Twrea (1n~<ll;p0i"llt<<l by rd._It> Exhibit 4.1 to F<>ml. I O.~
ftlr tbl>q~1O< period ended Sept_1m 31), 2004).
lhd\l13a"'[4(..)~l!<llI byiWll.1i8lll11. F~an, ClriefL!x!lllutin Officer.
R).lIe U..14(l!;l...rWtcll!i<ln l>y Erin J;?; Plekeo,s, El(ecutiv.. Vi". l'~.;dent Of)\I ChiefFirIljnci8;\
~.
~'Ul
1OO'O:1llrt :t~
!!XIffillT 33
!iRHJl!l[T 4.1
~.il1"1*
~:Q'
llooti"'1135<l'.."rlJl,lllJllll_ by Wi1ll..", $. ll'rie<hnIlt4 ChillfBMIro!ive oltil....., lII1d Iliirf D.
l!iek_, I3xlltl.lti'Ye \i(roe J>remIentartd ~Jnanelnl om_.
"filllil.h~
4lJ
~Jj~_I~
Seetion 2; EX~31.1 (CERTIFICATION OF CEO)
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Pa~ (1) lif6)
Jl:JddbitJ1.1
Cbief.li:Dllllfliv. ~'g Cllrlltl...UOll
r. Wimlllll a bi.llI>""er!ify'thet
LI 1urre1"ll~ew",UI\ill 'I\l1iflel'ly ~PQl'hlIl FilUlIlQ-Q Qf T!lml&"lf1 Corporation;
2. ~~tlJ)" knI!IW~ ~.r<lP""~ not c~in ~ny lJl1b1.l~ st!\tOl)i.ent ()faro~rifll fact or QIllit l,Q ~I\l!.l$ a
1ti~_.tl~WilUk..tl'Il'lll!<l>>mit$ll1I.Ido. in 1i'&I1t <lfthe eit<j_~tanc.. u.o.de; Which st;teh .~etlf.t were
ln~ 'fWt~I~~~Witl'l tl!$'peCt'lO the P!Il'io<I Covered by thiS report;
3. ~ed 0fftOy lalm\Il~a. the Bnamial .lalAltnootll,1lt1d <ltl'lllr JiruIt10ial infMtnariol1 inchlded m this Yeplllt, f'IMy
1i"lli!1MI i&.aU mllleriill _pew the .fI:J'lImcialOOl1ditinn, rcllUT\s '" Qpel:iIti<lns Mfd clllh fl0Wll Qcfllie1'tlgiatmntll& QC. and [Qt.
the per:ioo. preaented in1hil>1'tIJ.'OtI\
4. '!:he regi.'trll~'cJ'Qftwo",,~ QffWer Il!llll are re~1:ile !Q:rwbli$hing andll1aintal.tli!lgdi.llc~cQnlrQlll'
l!lldpr"~ '1l!I d~in1ll\."~aA.~;aul8jl13....1!i\'O)'I'Id 1Sdcl'l\("J.ll!lldin~ "qojroI over ~ii!l",!'I'fIieg
(~ <!Wlved in1.lxl'l.ln~ MtJ'iUj$s 1.~.1.'!0'l ~\lljdc I SCnJ lUr lhet~g~ $l1d have:
E\ D~~Jtlllelillg.l\1. ~ GQ!l\'i.\lls Il!lll pro!ra~ qr <>iI~~QC1l dijcl~ eQtl;t!;il1,s Il!lll J!j"Q<ie\:lqr&S to b.
d\\8~~O~J\lp~ 'l!> ~ l'batljli\~ ~<l~re~~ t\>the ri!gJ.lllltll\i ~udlltli iI)., ,
_lidatelt .>iI>lridiarle!l, iii.1fiadekhilwh mUll by othea w'ilhlh tl1o!l..imt1fiIlS. pattleularl;y Juring 1he period m which
1!ti. lXlpbit i. b<>ing l""'J?IiI'M;
b, D'lllipd!lUllll MIlmlaiclll:\lrol <1li'(I\f .fI:J'lIm.ual.~ or ,,_.ell. l!Ulllt'intetnaI cnnlt<11 over tihancial.~
t<) 1x> ~i:gned ~ 0"'''''1'"",1*14 to provide r_onabIo ....ur....ee re~ thercliabi1ily of finanllialIll!ll>t'li:og
o;Qd~ \1I1~1SQ>l ~ tbmncllll.1lllIl<IIll_ &r <lidemoJ PIl!l>""<lll in ...ordAA.. wilh1!.n.....nY "".<>Plod_tlo8.
~~
e. J!.v:a11l!ite\1 lb. etreOl:iV..nt$B; 6l'tlilt,rc>gjmanl:'! ~c~e eQnlrQJJ, IqId pr6c..dttres aJ1II preomted in thiS rj:pQl;t Qlit
.""tiln>ibrw.ai>l:JUt ih<> ..Er..m.."".... "f ih<> dr..1"""", "","r,,1ll an<! p""..dur..... .. of tho ena of lheJ?liriod .""erad "1
this report 'based OIl B;UCn cwllluation; ami
.d. Dl4<OOIlel!.in this ~ any change i1!L 1he ~is1rmrt's i1lternal ennlt<1l <>1Icr ti:nanc,ial reporting that oceutred
~ \h.."'6i._,.'. m_~l'foeat 'l""fler ~e "'6i_'deurlh fiscal qu_r in th.. ...e JOILll!Il1lW"p<:>rt)
~ ~ 1I1aterially affact!ld. or 1J'ffilIlQlla1l>ly likely to ~eril1[ly affect, the regi~' 8 intemal """trol QVor ~UIl
~ortll1g;.lll1d
5. 'l:.Ilo ~'" I'll1ilr ~~ ~Qio"" ~"M1iilv. @elR><ed, ~.d"" <l>U'",,,.I1'ecenl "",,1~ ~fj,:iI_1 "<>Pl>el
11m tihancial teplrrlinll, 1<) the T\lgi&ti1u:lt'it auditilfil!lld tbu.odit OW\UI\tttee of the registratrt's hOard of (iitelltoi1l (or
~F_illl1he ..<:p1iVllllllit iUnllI:l_>.
';'j ;\11 '.:j'i~:':i'ftC~":'if'(ll.iflfi:.'~"'ru'.i.i;;il A.n;;l i'tU'it~.r='ii~\AiI,;'i1k:1Ci{:tliq 'in tJ."i,. (f,.Ii.,p.n eIT~8tion';dtintettla1 ~i:~,n~l
!~;(m']Jg '.\'hic:~h l',:'l~ :ci:.:iofl.il)ly lisci.tll.() m:h'l.'rl!<.'ly oftce: IIIC rcgisili1T!1 is a.~.:to;;~()n\-l3fO~Sj lumma:t'i2e::and
rcp'Jl\ (im'nel.;: lnf('rn~itllm!, il"l:l
b. Any r""lf,\, ~ofber 01". 'lOt ",,,1"";1\1, tbm in."olv.. "'''''''.!len...!!t "" "ther emplny.... wlw. """" "..illl1ifi""nt "","";n
~~ril ~ "0tli.r~llW.t flpo\lcilll repOrli.ng,
~ Augm' 9, 2G\I~
/&!liV1l1(ilW- S~ lrrie<:lman
Nllrne: WIIHlIi!t 11. FrilldJ1l1m
Title: ClIi...Bxacuti~. Officer
CBllllk To T""D)
Section 3: EX..Jl.2 (CERTIFICATION OF CFO)
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Olltet ll'illlllltilll OfticeMi Cerii1Icatlon
I,llrin])dM"kena. eeriify that!
I.J hlIY~ ~owq(\ t&i&q~y \'<jJ!<!Ii _FI'ltll119-<J <>t'T"""'i"",Corp<m>li_
1t!~ olltn)'kilQllll~.lb$t~ ~$lWt.tge\ltAjnSlly ~ atl1tllllllllit of $1Il!ller4\1l'att at <mit tp PIlUle
l!1lI1l!t~I1lf<!t~~\:4311e, ~4I!i~1) 1'Il$Qo,m bsX\l ortha~!$!lillle 1Jtllh1r wb.illhjlllcl1$~enl$' We@
lfIillIi%l;lIltlli~wtth:~1l:>~ 1I1\t~I$.owilMby lhillrtlPOtt;
3, liMell 'ltUI~ ~~e,. tha ~ llt!I1Ilmll111ll, <l!Il1 otJter fillartcial infurmatilll'l in.IM"d ttrthil<Uplltt, fairlY,
"""'_ In.,,lh,,,rterial ""'l""'lll tha hmneial c<>ndlliolJ, re>milll oJ? "l'""'lillr'" ami ....Ii no... of fire regMn"'t... oJ:. .nMor;
the fllllll- ptmmlt4lltk1 tltiIt re>patl;
'{The :"C1I1stmnt'e <>tlrer cortl1}ihfr o/'fieor "fin T lIl1l rellp;ll1llihlll fllY e$tablillh~ .mi n:ullntainlllg,tlim;!(l!l_ omtlrlllB
~ (lHIIo.C' hm.:a ~.:l.:o. d\:f:llud 11.1, r'..A~.i1d.1'~~ l\LL ;t ldlt::\ l;i.l:l..a$:"',m~,_l $ij...l:'.lt~~ !nul~_~-4.!,q1 u,y!~:liH~,.u:4tt f-~8
toQ,8: d~,rlr:t.o.;,i illl~x.;.;lllJafl.~: .\.:1 Rlll~~ I ~o : .,~r; ar:d !S:d,..l5Cf>>;:fQ:r<tht}J;..~an(lhave': '
a. ,l;}jlI/1gned $l1th dleolo$\lrC oontto)s wd procedUres, or cll;1;lUd $\l(Ih diaclOwe con1t<>h wd pro-.;edure$ to be
dcoi&l1C<i under out llU\,",~ i$km, to ~ that material illWttn..tilm te~ to the l"liill:romt, including its
_~tell, ~., 1$ in>llie,JdIllWfiW 1lIl by <rthera wi1hlrt thase~ritltle$, p:;rtieulatly during tha ~M1n whlllh
1lm repurtjg:.Wnrl ~
h. D..i,ped."llhl>:1:mnal~,_~~ or......."'" .""h'imornaI. eJ>nttoI.OY<!t ~ ~
II> b. ~II undo:c Ql.I1"l>JJpIl1'YW!1II, to:pro~~ asout:aJlCl>N:g<ll:lOOgtherellabllUy Q~ ~al.",~
and thal"'opoI'1itlm I'll ~alulltoteme$ fQ< ~lotnaI JlUrpQOQII in ~~wil;\!.gen"",lly ""~1\l1~
~t~
i: p."lllr:,llcd 1);< ct:"clf.c~,,'.. 6flHc "~'$ .;tliolOll\\l"8 .~ !\I:!g pr6i:'e<j\ltOil1ind prk\lllt81i III tIil"'rtoP\lit!iQt
."'''':I.i,,,,. ..be;:" ",. d!o.tivor:l>>R ur r1:lll;!iJcl"",ute eolltl'<lllllind litoeell\lf~ at ofilia em10ttbe potlod eo\'<lr<lll by
!h.1: repent ba!:f.cd :'1'1 !u:t:;h C";~;lU'!.t!Ui':. U:llt
i().. Dis~in~i~ r"~I'N1lo\ll~r cl-mr:gl) ill the l"cgii1rantis ill'xn:alt."Ontro~ O.,'l!:- 'tin3fici<<lt:e:~that()(;ootred
~ ~~':I :~IU::;t.I~c:cm ris(:..~1 ~!LU!.rh:: ",":.: HtAi~tMI!I'S f')l~II:'1 f=.fl.caJ ~'1..m.r~.crin~:o~;Qr_an:annualirepart)
U1at~m?teniclUya~'"fm:l.c:~:. (ll" H! l'\.:I'L'i(:ll:t:..I}' hk~;~'!(J 1IH1lelio1!l} ~frec;t..lito:cgl:t:'!i'!ll'S ~.~:CQ1ltroh~:vor:~mJ.
jl'j'l~em1
5. Tbe ~'ll ~.,.~ \ltfioot Iind I ~cliacl@SeSI. bll$1lji <>tJ. our mOlt! meld ....~l,ll>f 1ll~1 eqritt6)
(lll-.t~lII ~ to: \hI> regll11'tllrif,'J>1I1IiililOi\ arid tl>> audit Cl'OIllinlttee ottha tegia1l'Jtjt's OOw:d.of direllWtll (<it
pm6l11>pett_iilg 1ih. eqillyahmt ttln<lliOOt,.
a. AIl.lllnil'roant del:icl.nlli.u md Inilterilll wea1m....... in tha <llitip ot oplltlltion of intemal controJ <m<. ~
~~ whieh arull_bly llkely w u.wersely afj,ctih"~'$ abllity to record, pro<xiSO, $=~ arid
.Iiej!l1II"I,~i3l1Uf~lllld.
~ Ar!y ~ ~ <If l\!lln!'l'llor:lal, t1t\1t jnvQl.....~W1t or oj:her<;mpJoy<1" who)"",. >$1!li~\hllrotr,,)~'in
lbe1'e@j~'1l inteml\ic<>nll'ol OVllr ~al r.porting,
Date: Atigl:lst9, 2005
Itll!rlnJ). PWkena
'i1;~~, '~~"f:),:;iP_t~iimJl "
1M4' 'illmtmtive Vice::Rr~ident
1ilOd l::billl'FInanoial Om.....
~ 1:e t.)
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leetion 4{ ~..33 (CERTIFICA nON OF CEO AND CPO)
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<>ID1\1ll'$ 'lIeriion l$5lJ Cartiftl!lltion.
aa@ ~ihe:~.aol"l/ lit~CI\'1l._1illm, ",N~ 9Q1'j:J01'11lil;lll. (*be .Colllpany'').lwel>r !IWifi,.that
Ci~ tha ~I1Ill!~'J ~l! R$ttOl1:F'orIllll;}-ll! lii>r tha siJ( 1ll<>1l/h$ ~ Jimo 3tl,l!!J(l5..tb,Uy ll\1IllPliO$ with \lie'
tel;Tfll'\;:tient!i 61'SOllficm 13'~a) "f'~ ai!tlltilia&<lIillAAAg.el-Qfl9)lLaMtii,)1)jei!:jf<\l:rllli!l!'lll~ined:ltlt1le CilblfllWli'a
QII:11'1 '1"1~' :~.p"'T. "11 ,'onn : !I-Q rot tha &iII; ~ ~ June;lQ, 2005. tlIirly p~$l1I>i, m.all irtat<<ial fO$peo~, tha lil1lil'l~iaI
co"di'",,: ""d,".,,,',. (If ope,,,!;,',," ()t1lre.~~.litillld f<lftl1<l periods indicaletl
I:liM: AI1JIll!l 9..2005
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TWo, ()j:lief&l/CIlli~e <:1:ff"ICOf
./sIBr1fi B. Pieksns
N_.: BtM D_ Ploklln.
Tiff", !lltoe\l!iire Vfce.Prlltident.
dGb1eftlmlllllial Gifllcer
roaak 1'& 1'011)
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.
.
F.6
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kiW
\VeissSer.pta HelfmanPastoriza
~GlledesCole &B6hiske, P.A.
Memo
To: Mayor and Commissioners
From: DavidM. Wolpin ",Iv,
Date: April 8, 2005
Re: Potential Moratorium t;:.
I. Introduction
The City Commission has requested that we research and prepare a legal opinion on the
feasibility of enacting, via ordinance, a temporary moratorium upon the issuance of development
orders and development permits within the City. Accordingly, the purpose of this Memorandum
is to examine the feasibility of imposing a moratorium and to discuss the applicable legal issues
so that the City Commission may determine whether or not to request that we prepare a proposed
moratorium ordinance for consideration by the City Commission.
II. Background of Moratorium Concept
Recently, the United States Supreme Court endorsed the use of temporary moratoria as a
growth management tool of local goyernment. In Tahoe-Sierra Preservation Council, inc. v.
Tahoe Regional Planning Agency, 535 U.S. 302, 122 S. Ct. 1465, 152 L.Ed 2d 517 (2002), the
United States Supreme Court found that a temporary moratorium imposed by a regional planning
agency to maintain the status quo while studying the impact of development on Lake Tahoe and .
APR 1 1 Z005
OffiCE OF THE
CITY MANAGE.
Ap~ 12 05 09:41a
.
.
p.7
formulating a strategy for assuring environmentally sound gro-wth, was. not itself a taking of
private property rights.
Although moratoria have been used as a tool of growth management by local
governments for many years, there was a substantial time period during which several attempted
moratoria in Florida were stricken down by the Courts for defects in procedure or process. See
City ofSanibel v. Buntrock, 409 So.2d 1073 (Fla. 2d DCA 1981), review denied, 417 So.2d 328;
City of Gainesville v. GNV Irrvestments, 413 So.2d 770 (Fla. 1st DCA 1982); Franklin County v.
Leisure Properties, Ltd., 430 So.2d 475 (Fla 1st DCA 1983), review denied, 440 So.2d 352 (Fla.
1983).
An example of a recent Florida appellate court opinion in which a local government
moratorium was upheld is the case of WCI Communities, Inc. v. City of Coral Springs, 885 So.2d
912 (4th DCA 2004), in which the Court upheld a nine month moratorium during which the City
studied and adopted new multi-family zoning regulations governing setbacks, building shape,
parking, sidewalks and landscaping. . However, even before the Lake Tahoe or Coral Springs cases,
many courts throughout the nation had upheld temporary moratorium ordinances.!
Prior to the Lake Tahoe case, the landmark case which had been frequently cited as setting
forth the prerequisites to the valid exercise of the moratorium power, is the case of Almquist v. Town
It More importantly, the City of Aventura has a history of successfully imposing moratorium
ordinances for appropriate durations and purposes and has done so on three (3) occasions, including
Ordinance No. 96-12 (providing for initial six month moratorium on billboards pending completion
of the City's billboard regulations); Ordinance No. 97-22 (providing for initial six month
moratorium in marina area and hospital area pending completion of the City's first Comprehensive
Plan) and Ordinance No. 98-20 (providing six month initial moratorium on residential buildings
over a specified beight).
2
Apr 12 05 OS:42a
p...
.
.
qfMarshan, 245 N.W.2d 819 (Minn. 1976). In a scholarly opinion upholding a moratorium, tl)e
Minncsota Supremc Court in Almquist identificd the five prerequisites to valid moratoria, including:
1. The moratorium ordinance must be adopted in good faith;
2. The moratorium ordinance must not be discriminatory;
3. The moratorium ordinance must be oflimited duration;
4. The moratorium ordinance must be appropriate to tile development of a
comprehensi ve zouing plan; and
5. The city council must act promptly to adopt the plan.
See Paul R. Gougelman, Moratoria and Interim Growth Management, Florida Environmental and
Land Use Law, Section 5 (January, 1994).2
The Courts recognize that the purpose of a moratorium is to enable a local government to
maintain the status quo while regulations are being developed and implemented to address and
remedy a problem which poses a threat to the public health, safety and welfare. The justification for
creating a moratorium is to assure the effectiveness of new regulations which are to be developed.
The legal concept is that if uses which are contrary to new regulations are allowed to be commenced
during the period in which such new regulations are actively developed and implemented, the
purpose of the new regulations may be defeated. In short, lawful moratoriums are intended to
2( In Almquist, the town of Marshan, an agriculmral community, imposed a six month development
moratorium when faced with several proposals for the widcspread convcrsion offarm acreage into
single family development. Faced with the specter of a drastic changc in the nature of the
comnl1;lnity, and the inability of thc community to provide infrastructure and services which would
be demanded by a conversion from the low impact agricultural use to the high impact and demand
of extensive residential development, which would change the very nature of the rural community,
the town of Marshan implemented a six month moratorium on development pending ti1e adoption of
a comprehensive zoning plan.
3
ApI' 12 0.5 OS:42a
p."
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.
address and prevent the problem of "locking the stable al1er the horse is stolen". See Downham v.
City Council of Alexandria, 58 F.2d 784, 788 (E.D.Wa.1932).
Once a significant problem is identified and a study of the remedy for the problem is in
progress, there is ample justification for a moratorium as being necessary to preserve the status quo.
One of the key requirements for adoption of a moratorium is that there be an identification of an
existing proble;n which is within the authority oflocal government to solve or attempt to solve and
of the necessity and means to develop remedial measures to address such problem. As noted in
"Moratoria and Interim Grov.1h Management":
Before drafting a moratorium ordinance, the practitioner should
determine exactly what the City or County is trying to accomplish.
A simple reaction to the problem is to instttute a moratorium on the
issuance of building permits. A better approach is to examine what
the City or County is trying to encourage, discourage, and achieve
and to determine precisely what type of moratorium is needed. (page
5-4).
lt is further observed that:
A proper relationship between a moratoriwn and a growth
management problem can exist if the moratorium is put into effect to
study the groVv1h management problem and a good faith effort is
made to find solutions and enact remedial ordinances. Virrually
every case of a development permit moratorium involves a local
government enacting a moratorium to stop conditions from getting
4
Apr 12 05 OS:42a
.
1"". .........
.
out of control while a study committee examines a growth
management problem and proposes remedial ordinances. (Page 5-
23).
Ill. Study Is Underway
It must be recognized that a moratorium is simply a means for maintaining the status quo
while problems are studied and remedial measures are developed and implemented. A moratorium
is not an end result. It is simply a planning tool intended to serve as a means to facilitate the
achieving of a desired end result.
Presently, within the City, a growth management study is already underway in the form of
the presently in progress evaluation and appraisal report ("EAR") work for the update of the City's
Comprehensive Plan in accordance with Chapter 163, Florida Statutes. It is expected that the EAR
will be completed by December, 2005, pursuant to the City's contract with the City's planning
consultants. A key component of the EAR is to study existing and anticipated growth management
problems and to help develop remedial amendments to the Comprehensive Plan and to the Land
Development Regulations. The City has previously identified the following major issues that ,'rill be
addressed during the EAR process:
. Development and Redevelopment
. Housing
. Emergency Management
. Transportation
. Intergovernmental Coordination
. Quality of Life
5
Apr ,2 Q5 OS:42a
p.l1
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IV. Proposed Moratorium Parameters
It is our opinion that if the Commission decides to do so as a matter of discretionary
legislative policy, it is feasible to impose a moratorium in order to enable the Commission to study
the pertinent issues and to determine whether to enact additional growth management regulations.
If the City Commission determines that it is necessary to institute a moratorium, after consulting
with the City Manager it is recommended that the moratorium be focused upon the study and
formulation of remedial measures related to the following areas which need to be addressed during
the EAR process:
{l) Traffic Concurrency;
(2) The Town'Center land use designation;
(3) Redevelopment Guidelines;
(4) Building Height; and
(5) Emergency Management.
In addition, the moratorium should be confmed to development on any property located east
of Biscayne Boulevard in all areas which are zoned residential or zoned commercial. The
moratorium may be imposed for an initial term of six (6) months in order to enable substantifl!
completion of the major work of the EAR and the formulation of remedial measures. Further, staff
also recommends that the moratorium should not apply to:
1. any public purpose project which is required by any government entity; and
2. any offIce buildings of a height which does not exceed ten (10) stories; and
6
Apr 12 05 OS:43a
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.
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3. any development for which a building permit or any required site plan approval
has been issued prior to the imposition of this moratorium;) and
4. any development which is protected from a change in municipal ordinances to the
extent provided by Section 163.3233,. Florida Statutes, for those statutory
development agreements which have been previously entered into; and
5. the construction, renovation or improvement of (i) individual single family
homes; or (ii) retail or office space within the confines of existing buildings; or
(iii) non-occupiable structures, including signs, cable television or
telecotnmurtication facilities; and
6. work for the decoration of the exterior of an eXlstmg structure or for the
improvement of the interior of existing dwelling units; and
7. improvements authorized by administratively approved amendments to site plans
referenced in paragraph (3) above, SD long as said improvements do not increase
the intensity or density of development or adversely impact traffic conditions; and
8. community facilities listed in See. 3l-l47(a)(1) of the City Code which constitute
a permitted or conditional use in the proposed location.
Accordingly, after research of the pertinent legal issues, it is our opinion that it is feasible to declare
and impose a moratorium upon the issuance of development orders and development permits based
on the parameters which !lIe described abo~e.
V. Status of Development within the City
In determining the feasibility and scope of a potential moratorium, we are mindful of the
development status of the City. The City is presently almost essentially developed. Accordingly,
any moratorium must he tailored to achieve growth management goals which are feasible. Much of
the remaining undeveloped portions of the City have previously been granted approvals by Miami-
3; Imposition of a moratorium upon development which has already received building permits
or any required site plan approval may render the moratorium vulnerable to judicial challenge.
7
Apr 12 05 OS:43a
.
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.
Dade COlmty, prior to the creation of the City in 1995, Accordingly, pursuant to the Land
Development Regulations (the "LDRs") of the City, those undeveloped parcels that obtained vested
rights from the County and complied with the vested rights application requirements of the LDRs
are protected by Vested Rights Agreements which have been issued pursuant to City Code Section
31-3(b)4 The presently remaining undeveloped parcels within the City which are govemed by
Vested Rights Agreements under City Code Section 3l-3(b) include:
1. Tumberry U Site at Yacht Club Way and East Country Club Drive;
2. Phase II of The Peninsula on NE 183 Street;
3, The 4100 site on Williams Island. ,
While the use and development of private property is generally subject to compliance with
the body of government regulations, as those regulations change from time to time, the Courts have
long recognized an exception to the strict application of changed laws, under the doctrine of
eq llltable estoppel or vested rights. The doctrine of vested rights operates to limit a local
government's exercise of its zoning powers and immunizes a development from subsequently
enacted zoning laws, when applicable. In order for this legal doctrine to apply and for vested rights
to be established, a property owner must demonstrate that:
a. relying in good faith;
b. upon some act or omission of the local government;
c. the property owner has made such a substantial change in position or incurred such
extensive obligations and expenses that it would be highly inequitable and
4; The City has successfully used these vested rights agreements as a means of narrowing
down or limiting those vested rights which developers previously had obtained from Mianti-
Dade County prior to the creation of the City.
8
Apr 12 05 09:43a
.
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.
manifestly unjust to pennit the government to destroy the righTs of the property
owner by applying a subsequent regulation.
See. Town of Largo v. Imperial Homes Corporarion, 309 So.2d 571 (Fla. 2d DCA 1975); Monroe
Coumy v. Ambrose. 866 So.2d 707 (Fla. 3d DCA 2004). When equitable estoppel applies, rights
are treated as vested and protected. City Code Section 3l-3(b)(2) is specifically founded upon this
equitable estoppel- vested rights concept.
VI. Other Essential Ingredients QfMol"3tonum Ordinance
Any moratorium ordinance should contain two provisions which are essential to assuring
that the ordinance does not operate in an unlawful manner. Those two provisions are:
1. a vested rights provision; and
2. a waiver provision.
The purpose of a vested rights provision is to make sure that a proposed moratorium does
nO! unlawfully cut off or impair vested rights or rights protected by equitable estoppel. The
destruction of vested rights may subject the municipality to monetary liability under Florida law as
well as under federal law.
The purpose of a waiver provision is to assure that, during the course of any moratorium,
waivers for development permits may be given, subject to appropriate procedures, for those projects
which are not inconsistent with the proposed regulations to be developed. In short, if a proposed
use is not inconsistent with the regulations which are being developed or does not create the type of
problem which the proposed regulations are intended to address, then there is no valid reason to
subject such property to a moratorium. A waiver enables a harmless project to proceed. A waiver
provision is created in recognition that the imposition of a moratorium which is done with a net so
9
ApI:' 12 p5 09:43a
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.
broad that it captures items which do not pose the risk intended to be addressed by the new
regulations, may be challenged as an unlawful moratorium which does not serve the public health,
safety or we1fare.
Each of the three prior moratoria ordinances of the City had both a vested rights provision
and a waiver provision. Inclusion of such provisions helps to avoid the judicial invalidation of the
moratorium.
VIL Other Issues.
A In preparing this Memorandum, we have examined whether the imposition of a
moratorium would serve to enable an effective rate of growth ordinance approach (the "ROGO") to
be adopted as a lawful means of delaying the implementation of development which is protected by
vested rights. ROGO ordinances attempt to set an annual cap on the quantity of new square footage
of development. Our law firm has been involved in the implementation of ROGO for certain
municipalities in Monroe County. However, those areas in Monroe County are subject to unique
statutory provisions as an area of critical state concern under Sec. 380.0552, F.S., and to special
Florida Department of Community Affairs (the "DCA") oversight arising from Comprehensive Plan
review proceedings related to hurricane evacuation issues. Sec. 380.0552, F.S., is predicated on the
unique environmental status of the Florida Keys. That specific statutory authorization and the
special State DCA oversight is not applicable to the developed urban environment of Miami-Dade
County of which the City is a vibrant part. Further, the Monroe County ROGO program respects
vested rights. See, Ambrose, sllpra. Although ROGO does not serve as an absolute formula for
cwtailing or delaying vested rights, its potential utilization as a component of remedial measures
may be further studied.
10
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p.16
.
B, Additionally, we have examined whether the 1995 enactment by the Florida
legislature of the Private Property Rights Protection Act (the "Bert Harris Act") creates any
impediment to any proposed moratorium. The Bert Harris Act protects private property from an
interference which is short of a "taking" but constitutes an "inordinate burden". 1n an article
published in the Florida Bar Journal, shortly after creation of the Bert Harris Act, Jane Hayman,
then serving as Deputy General Counsel for the Florida League of Cities, astutely cautioned that:
Cities and counties in Florida must take a second look at how they
regulate and impact land. Some local governments will engage in
extensive fiscal impact analysis prior to promulgating any new land
development regulations to avoid litigation under the Harris Act.
Other local governments will make adjustments to the impact of
newly promulgated regulations as claims are filed by land owners.
And other local governments may simply refuse to make land use
changes or may litigate. It is also expected Ch. 95-181 will increase
public confusion concerning preservation of private property rights,
require cities and counties to adjust existing local zoning and
development approval and appeal processes, and incur additional
administrative expense, promote costly litigation, and further
encumber our already overburdened system, See 70 Fla. Bar J.
(January, 1996).
Those early warnings have proven to generally be correct and the Bert Harris Act has impacted
certain municipal decisions. See, Royal World Metropolitan, Inc. v, City of Miami Beach, 863
11
ApI:' .12. p5 09: 44a
.
.
p.1"I
So.2d 320 (Fla.3d DCA 2004); rev. denied (Fla. Feb. 08, 2005) (holding that sovereign immunity
does not bar a Bert Han'is Act claim).
However, the Bert Harris Act defmes an "inordinate bW'den" as one that is permanent and
not merely a temporary impact. A moratorium, by its very nature, is a temporary measure. In
assessing the feasibility and scope of any potential moratorium, we have been guided by the
recognition that any moratorium must be confined to serving a purpose which is within the scope of
the City's authority and serves to facilitate the remediation of a growth management problem, while
respecting private property rights. Accordingly, any impact of the Bert Harris Act would be further
examined at the time that any new permanent growth management regulations are formulated.
VilL Conclusion
Accordingly, for the reasons indicated above, if the City Commission decides to request us
to prepare a proposed moratorium ordinance for consideration by the City Commission, we would
recommend that tile moratorium ordinance be confined to enabling the study and development of
growth management regulations pertaining to the items enumerated in Section IV above, as part of
the pending EAR process, and that the moratorium shall contain the waiver and vested rights
protection provisions.
Please advise us if there are any questiollS on this matter.
Cc: Eric M. Soroka, City Manager
Joanne Carr, Planning Director
Nancy Stroud, Esq.
12
BILZIN SUMBERG BAENA PRICE & AXELROD LLP
A PARTNERSHIP OF PROFESSIONAL ASSOCIATIONS
b~,k
200 SOUTH BISCAYNE BOULEVARD, SUITE 2500. MIAMI, FLORIDA 33131-53040
TELEPHONE: (305) 374-7580 . FAX: (305) 374-7593
E-MAIL: INFOOBILZIN.COM . WWW.BILZIN.COM
MIAMI" TALLAHASSEE
September 6, 2005
Madame Mayor and
City Commissioners ofthe City of A ventura
Government Center
19200 West Country Club Drive
A ventura, Florida 33180
Re: Lincoln Pointe (for distribution at time of hearing)
Dear Mayor Gottlieb and Members of the City Commission:
This firm represents Shefaor/Tarragon, LLLP in connection with the Property located at 179
NE 31 st Court, A ventura, Florida, commonly known as Lincoln Pointe (the "Property"). The Property
is adversely impacted by City of Aventura Ordinance No. 2005-07 ("Ordinance") providing for a
moratorium and what is labeled a vested rights procedure, and by other actions of the city delaying
re-development of the Property. It is our position that the Ordinance is invalid and deficient in
various respects and that our client has been damaged and continues to incur damages both by the
Ordinance and by other delays. Nevertheless, our client continues to cooperate with the City by
seeking an amicable resolution of various issues, and also by exhausting any potential administrative
remedy or opportunity for correction. We have therefore filed a vested rights application and taken
an appeal to the City Commission from the decision of the City Manager. We do so by special
appearance, under protest, and to avoid any potential claim that we have not exhausted
administrative remedies.
We expressly reserve, and do not waive, any and all rights, objections and claims pertaining
to the ordinance and to the vested rights process. We reserve the right to seek any and all judicial
relief and remedies at any time in either the state or federal courts. Our objections and claims
include, but are not limited to, the invalidity ofthe moratorium, the lack of authority and jurisdiction
of the City to "adjudicate" all types of vested rights under the ordinance and to otherwise attempt to
limit our right of access to the courts and to judicial remedies, the insufficiency of the elements of
vested rights as set forth in the ordinance, deprivation of procedural and substantive due process, and
the violation of our client's constitutionally protected right to equal protection of the law.
MIAMI 923742.3 7592420873
BILZIN SUMBERG BAENA PRICE & AXELROD LLP
September 6, 2005
Page 2
We repeat: (a) our desire to achieve a prompt resolution of this matter; and (b) the fact that
we have filed, and are going forward, with a vested rights application and appeal only under the
conditions, reservations, and objections expressed herein.
Very truly yours,
~~~.
Stanley B. Price
SBP/mc
Encl.
cc: Eric Soroka, City Manager
David Wolpin, City Attorney
MIAMI 923742.3 7592420873
Lincoln Pointe
HEARING NOTEBOOK
1. Agenda - The City of Aventura September 6. 2005
2. Letter to Eric Soroka from Brian Adler, dated August 18, 2005, regarding Notice
of Appeal of Denial of Vested Rights.
3. Determination on Vested Rights Application
4. City of Aventura Notice of Development Permit and Development Order
Moratorium Advertisement
5. Vested Rights Submittal - Lincoln Pointe. Letter to Eric Soroka from Stanley
Price, dated June 8, 2005 with attachments.
(a) Letter to Brian Adler from Joanne Carr dated April 7, 2005,
regarding Folio No. 28-2210-050-0020.
(b) Affidavits of James M. Cauley, Jr., Jacques Claudio Stivelman,
Gilbert Benhamou.
(c) Financial Expenditures.
(d) Lincoln Pointe Tarragon Management, Inc. Thirteen Month Income
Statement April 15, 2005.
(e) Letter to Joanne Carr from Carter McDowell dated April 28, 2005.
(f) Letter to Brian Adler from Joanne Carr dated April 14, 2005
regarding Case File No. 04-SP-05 with attached letter dated
3/25/05 from Brian Adler to Joanne Carr.
(g) Letter to Joanne Carr from Suzanne Danielsen of Tinter
Associates, Inc. dated May 11, 2005.
(h)
(1) Letter to Joanne Carr from Carter McDowell dated April 19,
2005 regarding the appeal of Administrative Decisions.
(2) Letter to Eric Soroka from Carter McDowell dated April 19,
2005 regarding the Appeal of administrative Decision
Regarding Requirements and Related to Driveway Entrance
to Lincoln Pointe Property.
MIAMI 924600.1 7592420873 1
(3) Letter to David Wolpin from Brian Adler dated February 7,
2005 regarding Application for Administrative Site Plan
Approval.
(4) Letter to David Wolpin from Brian Adler dated March 2, 2005
regarding improvement on driveway on adjacent property.
(5) Letter to David Wolpin from Brian Adler dated March 16,
2005.
6. Letter to Claudio Stivelman from Joanne Carr dated March 11, 2004 regarding
Land Development Regulations.
7. Letter to Joanne Carr from Brian Adler dated March 31,2004 regarding letter
dated March 11, 2004 to Claudio Stivelman.
MIAMI 924600. I 7592420873
2
Citr r..n......:_:-._
Susan Gottlieb, Mayor
A The City of
~ventura
Q
r..1tT u____
Eric M. Soroka, ICMA.CM
Zev It.ue,,bach
Bob Diamond
Billy Joel
Harry HoJzberg
Michael Stem
Luz Uroocz Weinberg
au n.-d
Terns M. Soroka, MMC
avA-.
W cisa Serota Helfman
Pastoriza Cole & Boniake
AGENDA
SEPTEMBER 6,2005 6 PM
Government Center
19200 West Country Club Drive
Aventura, Florida 33180
1. CALL TO ORDER\ROLL CALL
2. PLEDGE OF ALLEGIANCE
3. AGENDA: Request for Deletions/Emergency Additions
4. SPECIAL PRESENTATIONS: Certificates of Appreciation to sponsors of ACES
Smart Boards
5. CONSENT AGENDA: Mailers included under the Consent Agenda are self-explanatory and are not
expected to require discussion or review. Items will be enacted by one motion. If discussion is desired by any
member of the Commission, that item must be removed from the Consent Agenda and considered separately.
A. APPROVAL OF MINUTES:
July 6,2005 Commission Meeting
July21, 2005 Commission Meeting
July 21,2005 WOfkshop Meeting
July 26, 2005 Commission Meeting
B. A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF AVENTURA, FLORIDA, ESTABLISHING A RANKING OF
FIRMS TO PERFORM AUDITING SERVICES; AUTHORIZING
THE CITY MANAGER OF THE CITY OF A VENTURA,
FLORIDA, ON BEHALF OF SAID CITY, TO NEGOTIATE FOR
SAID SERVICES; AUTHORIZING THE CITY MANAGER TO
DO ALL THINGS NECESSARY TO CARRY OUT THE AIMS OF
THIS RESOLUTION; AND PROVIDING AN EFFECTIVE DATE.
C. A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF AVENTURA, FLORIDA, APPROVING THAT CERTAIN
"AGREEMENT CONCERNING COMMERCIAL ADVERTISING
SIGN, CHARTER SCHOOL REVENUE", BETWEEN THE CITY
OF A VENTURA AND CLEAR CHANNEL OUTDOOR, INC.,
SqIIIDlr 6, 2llIlS 0-;.;........
CONCERNING PROCESSING OF APPLICATION FOR
AMENDMENT OF CONDITION APPLICABLE TO
PREVIOUSLY APPROVED BILLBOARD; PROVIDING FOR A
PORTION OF COMMERCIAL ADVERTISING REVENUE TO
BE UTILIZED FOR CITY OF A VENTURA CHARTER SCHOOL
PROGRAM, IN THE EVENT THAT MODIFICATION OF
CONDITION IS AUTHORIZED BY THE CITY COMMISSION;
PROVIDING FOR IMPLEMENTATION; PROVIDING FOR
EFFECTIVE DATE.
D. A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF A VENTURA, FLORIDA, AUTHORIZING THE CITY
MANAGER ON BEHALF OF THE CITY TO EXECUTE AND
OTHERWISE ENTER INTO THE ATTACHED MUTUAL AID
AGREEMENT BETWEEN THE CITY OF A VENTURA AND
THE CITY OF FLORIDA CITY FOR LAW ENFORCEMENT
ACTIVITIES; AUTHORIZING THE CITY MANAGER TO DO
ALL THINGS NECESSARY TO CARRY OUT THE AIMS OF
THIS RESOLUTION; AND PROVIDING FOR AN EFFECTIVE
DATE.
E. A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF A VENTURA, FLORIDA, AUTHORIZING THE CITY
MANAGER ON BEHALF OF THE CITY TO EXECUTE AND
OTHERWISE ENTER INTO THE ATTACHED MUTUAL AID
AGREEMENT BETWEEN THE CITY OF A VENTURA AND
THE VILLAGE OF BAL HARBOUR FOR LAW
ENFORCEMENT ACTIVITIES; AUTHORIZING THE CITY
MANAGER TO DO ALL THINGS NECESSARY TO CARRY
OUT THE AIMS OF THIS RESOLUTION; AND PROVIDING
FOR AN EFFECTIVE DATE.
F. A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF A VENTURA, FLORIDA, AUTHORIZING THE CITY
MANAGER ON BEHALF OF THE CITY TO EXECUTE AND
OTHERWISE ENTER INTO THE ATIACHED MUTUAL AID
AGREEMENT BETWEEN THE CITY OF A VENTURA AND
THE CITY OF SUNNY ISLES BEACH FOR LAW
ENFORCEMENT ACTIVITIES; AUTHORIZING THE CITY
MANAGER TO DO ALL THINGS NECESSARY TO CARRY
OUT THE AIMS OF THIS RESOLUTION; AND PROVIDING
FOR AN EFFECTIVE DATE.
G. A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF A VENTURA, FLORIDA, AUTHORIZING THE CITY
MANAGER ON BEHALF OF THE CITY TO EXECUTE AND
2
SqltaDr 6, 200S r--.. WolIiII
OTHERWISE ENTER INTO THE ATTACHED MUTUAL AID
AGREEMENT BETWEEN THE CITY OF A VENTURA AND
THE CITY OF NORTH MIAMI FOR LAW ENFORCEMENT
ACTIVITIES; AUTHORIZING THE CITY MANAGER TO DO
ALL THINGS NECESSARY TO CARRY OUT THE AIMS OF
THIS RESOLUTION; AND PROVIDING FOR AN EFFECTIVE
DATE.
H. A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF A VENTURA, FLORIDA, AUTHORIZING THE CITY
MANAGER TO. EXECUTE THE ATTACHED WORK
AUTHORIZATION NO. 01-0103-056 FOR PROFESSIONAL
DESIGN SERVICES FOR THE MIAMI GARDENS DRIVE
EXTENSION PROJECT BY AND BETWEEN THE CITY OF
AVENTURA AND CRAVEN THOMPSON AND ASSOCIATES,
INC.; AND PROVIDING AN EFFECTIVE DATE.
I. A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF AVENTURA, FLORIDA AWARDING AND LETTING A
BID/CONTRACT FOR BID NO. 05-07-27-2, CUSTODIAL
SERVICES FOR CITY FACILITIES TO KELLY JANITORIAL
SYSTEMS, INC. AT THE ANNUAL BID PRICE OF $166,654.32;
AUTHORIZING THE CITY MANAGER TO EXECUTE
ASSOCIATED CONTRACTS; AUTHORIZING THE CITY
MANAGER TO TAKE NECESSARY AND EXPEDIENT ACTION
TO CARRY OUT THE AIMS OF THIS RESOLUTION;
PROVIDING FOR THE APPROPRIATION AND ALLOCATION
OF FUNDS FOR SAID BID AWARD; AND PROVIDING FOR AN
EFFECTIVE DATE.
J. A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF AVENTURA, FLORIDA DECLARING CERTAIN
PROPERTY LISTED UNDER THE ASSETS OF THE CITY AS
SURPLUS TO THE NEEDS OF THE CITY; DESCRIBING THE
MANNER OF DISPOSAL; AUTHORIZING THE CITY
MANAGER TO DO ALL THINGS NECESSARY TO CARRY
OUT THE AIMS OF THIS RESOLUTION; AND PROVIDING AN
EFFECTIVE DATE.
6. ZONING HEARINGS:
QUASI-JUDICIAL PUBLIC HEARINGS - Please tit advised that th~ following itenw QI1 the Conmission's agenda are
quasi. judicial in nature. If you wish to object or comment upon any of these items. please inform !he Mayor when he requests
public comments. An opportunity fOf persons to speak 011 CllCh item will be made available after the applicant and slaffhave
made their presentations on each item. All testimony, including public testimony and evidence, will be made under oath or
affirmation. Additionally, each person who gives testimony may be subject to c~xamination. If you refuse either to be
cross-examined or to be sworn. your testimony will be given its due weight. The genenal public will not be pennittod to
cross-examine witnesses. but the public may request the Commission to ask questions of staff or witnesses on their behalf.
3
s..,..." 200l C--..,.....
Persons representing organizations roost present evidence of their authority to speak fOT the orpniz.ation. F1lJ"theI'" details of
the quasi.judic:ial procedures may be obtained from !he t.1m.
A. CONSIDERATION OF PROPERTY OWNER'S APPEAL OF
DENIAL OF VESTED RIGHTS UNDER MORATORIUM
ORDINANCE CONCERNING LINCOLN POINTE
DEVELOPMENT
B. A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF A VENTURA, FLORIDA, APPROVING A SIGN VARIANCE
FOR WILLIAMS ISLAND PROPERTY OWNERS'
ASSOCIATION TO PERMIT EIGHT DIRECTIONAL SIGNS ON
ISLAND BOULEVARD MEASURING SIX SQUARE FEET IN
AREA, WHERE DIRECTIONAL SIGNS MEASURING A
MAXIMUM OF FOUR SQUARE FEET ARE PERMITTED BY
CODE; PROVIDING AN EFFECTIVE DATE.
C. A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF A VENTURA, FLORIDA, GRANTING CONDITIONAL USE
APPROVAL TO PERMIT DRY CLEANING ON PREMISES FOR
PROPERTY LOCATED AT 20708 BISCAYNE BOULEVARD,
AVENTURA; PROVIDING AN EFFECTIVE DATE.
D. A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF A VENTURA, FLORIDA, APPROVING A SIGN VARIANCE
FOR MIAMI BEACH HEALTH CARE LTD D/B/A AVENTURA
HOSPITAL AND MEDICAL CENTER CAMPUS BUILDINGS
TO PERMIT ONE PRIMARY MONUMENT SIGN AT THE
CORNER OF THE HOSPITAL CAMPUS AT 20900 BISCAYNE
BOULEVARD MEASURING 18 FEET HIGH AND 148.5
SQUARE FEET IN AREA WHERE A PRIMARY MONUMENT
SIGN MEASURING 15 FEET HIGH AND 65 SQUARE FEET IN
AREA IS PERMITTED BY CODE; A SIGN VARIANCE TO
PERMIT A SECONDARY MONUMENT SIGN AT THE
COMPREHENSIVE CANCER CENTRE AT 20950 NE 27 COURT
MEASURING 68 SQUARE FEET, WHERE SECONDARY
MONUMENT SIGNS MEASURING 65 SQUARE FEET ARE
PERMITTED BY CODE; A SIGN VARIANCE TO PERMIT A
SECOND WALL SIGN ON THE SOUTH SIDE OF THE
,AVENTURA HOSPITAL AND MEDICAL CENTER AT 20900
BISCAYNE BOULEVARD MEASURING 144 SQUARE FEET,
WHERE ONLY ONE SIGN PER ELEVATION IS PERMITTED
BY CODE; A SIGN VARIANCE TO PERMIT A SECOND WALL
SIGN ON THE EAST ELEVATION OF THE AVENTURA
PHYSICIANS BUILDING AT 21800 NE 28 AVENUE
MEASURING 65 SQUARE FEET WHERE ONLY ONE SIGN
4
Sq_d.~C---WaaiI(
PER ELEVATION IS PERMITTED BY CODE; PROVIDING AN
EFFECTIVE DATE.
7. ORDINANCES: FIRST READING/PUBLIC INPUT:
AN ORDINANCE OF THE CITY OF A VENTURA, FLORIDA;
AMENDING THE CITY CODE BY AMENDING ARTICLE VII
"CODE OF ETHICS" OF CHAPTER 2 "ADMINISTRATION",
BY AMENDING SECTION 2-396 "FURTHER ETHICS
STANDARDS; PROHIBITIONS AND RESTRICTIONS" AT
PARAGRAPH (C) "FURTHER RESTRICTIONS ON
TRANSACTIONS" BY RENUMBERING AND REVISING
EXISTING SUBPARAGRAPH (iii) TO BE SUBPARAGRAPH (iv)
AND BY CREATING A NEW SUBPARAGRAPH (iii) TO
PROHIBIT INVOLVEMENT OF CITY PUBLIC OFFICERS AND
EMPLOYEES IN CERTAIN INVESTMENTS AND IN CERTAIN
REAL ESTATE TRANSACTIONS; AND BY CREATING
ARTICLE IX "CAMPAIGN FINANCE RESTRICTIONS" OF
CHAPTER 2 "ADMINISTRATION" OF THE CITY CODE, BY
CREATING SECTION 2-420 "PROHIBITED CAMPAIGN
CONTRIBUTIONS FROM VENDORS", TO CREATE
RESTRICTIONS UPON THE MAKING OR RECEIPT OF
POLITICAL CAMPAIGN CONTRIBUTIONS FROM OR
WHICH ARE DELIVERED, SOLICITED OR PROVIDED BY
VENDORS OF THE CITY; PROVIDING FOR DEFINITIONS;
PROVIDING FOR SEVERABILITY; PROVIDING FOR
PENALTY; PROVIDING FOR INCLUSION IN CODE; AND
PROVIDING FORAN EFFECTIVE DATE.
8. PUBLIC HEARING: ORDINANCES: SECOND READING: None.
9. RESOLUTIONS - PUBLIC HEARING: None
10.0THER BUSINESS: None
11.PUBLIC COMMENTS
12.REPORTS
I3.ADJOURNMENT
SCHEDULE OF FUTURE MEETINGSIEVENTS
1" BUDGET PUBLIC HEARING SEPTEMBER 8, 200S
COMMISSION WORKSHOP SEPTEMBER 15,2005
2ND BUDGET PUBLIC HEARING SEPTEMBER 22, 2005
6 P.M.
10 A.M.
6 P.M.
5
s.,mbrr6,~r. .. J.IediII
This meeting is open to the public. In accordance with the Americans with Disabilities Act of 1990. all persons who are disabled
and who need special accommodations to participate in this meeting becaU$e of that disability should contact the Office of the City
Clerk. 305-466-8901, not later than two days prior to such proceeding. One or more members of the City of Aventura Advisory
Boards may be in attendance. Anyone wishing to appeal any decision made by the Aventura City Commission with respect to any
matter considered at such meeting or hearing will need a retord of the proceedings and. for such purpose. may need to ensure that a
verbatim record of the proceedings is made. which record includes the testimony and evidence upon which the appeal is to be
based. Agenda items may be viewed at the OffICe of the City Clerk. City of Aventura Government Center. 19200 W, Country Club
Drive. Aventura. Florida. 33180. Anyone wishing to obtain a copy of any agenda item should contact the City Clerk at 305.466-
8901.
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BILZIN SUMBERG BAENA PRICE & AXELROD LLP
A PARTNERSHIP OF PROFESSIONAL ASSOCIATIONS
200 SOUTH BISCAYNE BOULEVARD, SUITE 2500 . MIAMI, FLORIDA 33131-!5340
TE.LEPHONE: (3015) 37<4-71580 . FAX: (30!U 374-71593
E.-MAIL: INFO.BILZIH.COM . WWW.8ILZIN.COM
Brian S. Ad/er
Direct Dial: (305) 350-2351
Direct Fax: (305) 351-2206
Email: badler/@J>ilzin.com
MIAMI. TALLAHASSEE
August 18, 2005
VIA HAND-DELIVERY
Eric Soroka, City Manager
City of A ventura
19200 West Country Club Drive - 5th Floor
Aventura, Florida 33180
Re: Lincoln Pointe
Notice of Appeal of Denial of Vested Rights
Dear Mr. Soroka:
This firm represents Shefaor/Tarragon, LLLP in cormection with the Property located at
179 NE 31 st Court, A ventura, Florida, commonly known as Lincoln Point. Please consider this
our formal Notice of Appeal, pursuant to Section 4(b) of Ordinance No. 2005-07, commonly
referred to as the City of A ventura Moratorium Ordinance.
I would appreciate the City placing us in the next available agenda to be heard before the
City Commission.
Thank you for your attention to the foregoing.
Very truly yours,
.~i--.
Brian S. ~r
BSA/ka
cc:
Joanne Carr, City Planner
Claudio Stivelman
Gilbert Benhamou
Tom Brinkley
Stanley B. Price, Esq.
MIAMI 919849.17592420873
T"--J
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DETERMINATION ON VESTED RIGHTS APPLICATION
TO: Stanley B. Price, Esquire
Bilzin Sumberg Baena Price & Axelrod, P .A.
200 South Biscayne Boulevard, Suite 2500
Miami, Florida 33131
RE: June 7, 2005 Vested Rights Application (the "Application") for Lincoln
Pointe (the "Property") Filed on Behalf of Property Owner (the
"Applicant") .
I. DECISION.
Pursuant to City of Aventura Ordinance No. 2005-07 (the "Moratorium
Ordinance" or the "Ordinance"), I have reviewed the above-described Application
pursuant to the Moratorium Ordinance, in accordance with Section 4 of the Ordinance.
Based upon the evidence submitted and the criteria set forth in'the Ordinance, I have
determined that the Applicant has not established vested rights under Section 4( a) and (b)
of the Ordinance.
n. FINDINGS.
A. Based upon the Application and the evidence submitted by the Applicant,
I find that the Applicant has failed to demonstrate any and all of the
following:
1. that a governmental act of development approval was obtained
prior to the effective date of the Moratorium Ordinance; and
2. that upon which the Applicant has detrimentally relied in good
faith by making such a substantial change in position or incurring
such extensive obligations and expenses; and
3. that it would be highly inequitable to deny the Applicant the right
to complete the development.
. None of these three (3) interdependent criteria have been satisfied.
B. Further, without in any way limiting the basis or grounds for my decision,
I find that the Applicant's attempt to rely upon the April 7, 2004 letter of
the City, which is attached as Exhibit "A" of the Application, as being a
governmental act of development approval, is misplaced. To the contrary,
I fmd that the letter of April 7, 2004 is simply a routine confirmation of
the then existing zoning and does not in any way constitute a
governmental act of development approval by the City.
m. MORATORIUM CONTINUES TO APPLY.
As a result of my decision that the Applicant has not established vested rights pursuant to
the Moratorium Ordinance, please be advised that the moratorium imposed. by the
Ordinance continues to apply to the Property.
lV. RIGHT OF APPEAL.
My decision as City Manager is subject to appeal by the Applicant to the City
Commission by Notice of Appeal filed with me within ten (10) days after the date of this
written decision. Please be advised that in the event of a timely appeal, the City
Commission shall hold a public hearing on the appeal pursuant to City Code Section 31-
71 and City Code Section 34-31, et. seq., and based upon the evidence submitted shall
make a determination as to whether or not the Applicant has established vested rights. To
the extent that the City Commission, upon any such appeal, determines that the Applicant
demonstrates vested rights, the Moratorium Ordinance shall not be applied.
2
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V. WAIVER
Additionally, please be advised that pursuant to Section 3 "Waivers" of the
Ordinance, the Applicant may apply to the City Commission for a waiver of the
moratorium, If you desire to pursue such waiver, it is first necessary that the City's
application form be completed and submitted to the City's Community Development
Department for processing.
PLEASE GOVERN YOURSELF ACCORDINGLY.
Executed this PIth day of August, 2005.
CITY OF A VENTURA
~
By:
Eric M. Soroka
City Manager
N~
City Attorney
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CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true and correct copy of the above and foregoing
Determination on Vested Rights Application was furnished, by U.S. Mail, postage
prepaid addressed to Stanley B. Price, Esq., Bilzin Sumberg Baena Price & Axelrod,
PA; 200 South Biscayne Boulevard, Suite 2500, Miami, Florida 33131 and that a copy
.,.--\
was faxed to Mr. Price at (305) 350-2204, this (/'-~y of AU~2005.
! / ~; ,
I r '
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: ~_.
l'"
, City: 1erk \
An official copy of this Deterrcinati(J V ested Ri~PP1ication was filed in
the office of the City Clerk of the City of A ventura .
.r-
/7 day of August, 2005.
Cc: City Attorney
Joanne Carr, Planning Director
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4
08/30/2005 16:35
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3054663277
CITY OF AVENTTRA
PAGE 01/02
.... . CITY OF AVENTURA
NOTICE OF DEVELOPMENT
'\:..,.~ PERMIT AND DEVELOPMENT
ORDER MORATORIUM
~771J$ pubJll:atlOn flII1/Ia8s .WId CDff<<.lB rill pUbfifiStlon m AMy '3,
2fl(l5."
Public Notice is hereby given that !he City of Averrtura City
Commission win meet in a public hearil1ll on Tuesday. June
7, 2005 at 6:00 p.m. to consider flnal adoption of tha
following Ordinance:
AN ORDINANCE Of l1iE CITY OF AVENTURA,
FLORIDA (THE 'CITY"), PROVIDING FOR
IMPOSn:lON OF A MORATORIUM ON ISSUANCe OF
OEVELOPMENT ORDERS AND DEVELOPMENT
PERMITS WITHIN THE GITY CONCERNING
DEVEl:OPMENT WIlICR 15 PROPOSED ON PROPERTY
LOCATED EAST OF BISCAYNE BOUWARD WITHIN
ANY RESIDENnAL OR COMMERCIAL lONING
DISTRICTS OF THE CITY: PROVIDING FOR WOOR,
VESTED RIGHTS, APPEALS, EXHAUSTION OF
ADMINISTRATIVE REMEDIES, APPlICABlUTY,
SEVERABIUTY; AIID PROVIDING fOR AN EFFECllVE
OATt ' ,
(see /Np below lor subject area which is bounOed by
Bisca~na Bouit"lard on tile west artd by the Cily limits On
the 1IOI1h, SOUlll and east)
TIle Public Hearillg whl be held at City 01 Avenlura
Government Center, 19200 West Counlry Club Drive,
Avemul1l, Florida, 33180. The proposed Ordlnence may
be inspected by II1e public at lIle Ol1lce of the City CIM',
19200 West Coun1ry ClUb Drive, AvenlUr., Florida.
Interested portills may appear at the Public Hearing and be
heerd with respect to lIle pt'oposed Ordinance.
In accordance wi1h the Ame~cw with DlsabillUes Act or
1990. all persons who are disabled and wile need special
aCCllrnmodatlons to partidpalf in Ihis proceB<llng because
of that diselllllty snould Clln!llct the Office of the cny Cieri<.
(305) 466'8901, riot later than two business days prior to
such proceedings.
If a person decldeo 11> appeal any decision malle by the City
Commlsslon with respect to any maller considered al a
meeti"ll or heati"ll,. that person will need a racord of the
proceedings and, lor SlJCh purpose, may need to ensure
that a verbatim recool of the proceedings is fI18lja, which
record i11CIuoos lhe teslimony and evide~e \JjlOIl which lI1e
appeal is to be bllSed.
Teresa M.. Soro.., CMC. City Clerk
08/30/2005 16:35
3054663277
CITY OF AVENTTRA
PAGE 02/02
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~ht:tmam\ Ntta\~ __
Published Dailv
MIAMI. FLORIDA
STATE OF FLORIDA
COUNTY OF DADE
Before the undersigned authority personally appeared:
MARlA ANGEL
Who on oath that she is
ADVERTISING OFFICE MANAGER.
Of the Miami Herald Publishing Company, a daily newspaper at Miami in Dade County,
Florida; that the advertisement fox:
~; b.t of AVefltuaJ-
was published in said newspaper in the issue of:
fY)iOrY); Hefolc~ maLl I~) ~oo5
Affiant further says that the Miami Herald is a newspaper published at Miami, in the said
Dade County, Florida, and that the said newspaper has heretofore been continuously
published in said Dade CoUl;lty, Florida, each day 8nd has been entered as second class
mail matter at the post office in Miami, in said Dade County, Florida, for a period of one
year next preceding the first publication of the atlllched copy of advertisement
ld L., ,-- 1..)
~ ANGEL
Sworn to and subscribed before me
~
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J..UA... ~ . .
USA ANN HERNAND .
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A.D. 2005
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900 Wool 49t1\ _ Sui'" SOO, ltialeah. FL 33012
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BIL2/N SUM8fRG BArNA PRier & AxrLROD LLP
,
,
.... PARTNERSHIP 01" PROFESSIONAL ASSOCIATIONS
200 SOUTH BISCAYNE BOULEVARD, SUITE e5OC. MIAMI, FLORIDA 33131-!;i340
TEL.EPHONE: (305) 3"4-7680. FAX: (305) 374-759:&
E-MAIL: lNP'OOBILZIN.COM . WWW.BlLZIN.COM
MIAMI. TALLAHASS&:E
Stanlry B. Prke, P.d.
Direct DiRL: 305/350-2374
Direct Pax: 30512204
E-mdll: $lJrlMilbilDll.com
June 8, 2005
VIA HAND DELIVERY
Eric Soroka, City Manager
City of Aventura
Government Center
19200 W. Country Club Drive
Aventura, Florida 33180
Re: Vested Rights Submittal- Lincoln Pointe
Dear Mr. Soroka:
Please find enclosed three copies of our vested rights submittal for the Lincoln Pointe
property.
Please advise us at your earliest convenience regarding any filing fee that may be
associated with this submittal.
Respectfully yours,
~
Stanley .
SBPITRG/eo
Enclosure
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MIAMI 896848.1 7592420873
Stanley B. Price, P.A.
Direct Dial: 305/350-2374
Direct Fax: 305/2204
E-mail: sprice@biIUII.COIII
June 7, 2005
Eric Soroka, City Manager
City of Aventura
Government Center
19200 W. Country Club Drive
Aventura, Florida 33180
Re: Vested Rights Submittal- Lincoln Pointe
Dear Mr. Manager:
This firm represents the owner ("Applicant") of the property known as Lincoln Pointe
("Property") in connection with a pending application for administrative site plan approval
("Application"). Pursuant to Section 4 ("Vested Rights") of the City's recently enacted
moratorium Ordinance No. 2005- ("Ordinance"), Applicant respectfully submits this
application for a vested rights determination. In the alternative, Applicant requests a waiver
pursuant to the provisions of Section 3 of the Ordinance.
Section 4 of the Ordinance in effect incorporates the well-established legal doctrine of
equitable estoppel.! Under Florida law a property owner can demonstrate that the government is
equitably estopped from denying those rights where a property owner has (1) relied in good
faith; (2) upon some act or omission of government; and (3) has made such a substantial charige
in position or has incurred such extensive obligations that it would be highly inequitable and
unjust to destroy the property owner's rights. Hollywood Beach Hotel Co. v. City of Hollywood
Beach, 329 So. 2d 10,15-16 (Fla. 1976).
We respectfully submit that each and every element of the doctrine of equitable estoppel
is applicable to the Application and that the subject application for a vested rights determination
should be approved. It is further submitted that the City has intentionally delayed the
administrative approval of the Application and that it would be highly inequitable and unjust to
permit the City to benefit from such inappropriate activities.
A. The Property and Proposed Redevelopment
1 The Doctrine of Equitable Estoppel has a different legal standard than a vested rights determination. The City has
elected to utilize the equitable estoppel standard.
MIAMI 887170.27592420873
Eric Soroka, City Manager
June 7, 2005
Page 2
The Lincoln Pointe Property (the "Property") consists of approximately 8.77 +/- acres
located at 17900 N.W. 31st Court in the City of Aventura. The Property is zoned RMF4 and is
designated Mediwn-High Density in the City's Comprehensive Plan. The zoning and land use
designations authorize development of the Property af up to 60 dwelling units per acre, and
therefore, based on the size of the site, would permit development of 526 residential dwelling
units. Further, the RMF4 zoning district allows development of up to 40 stories and 400 feet.
The proposed redevelopment does not require any variances, the Application meets the City's
Code in all relevant respects, and the legal and factual circumstances satisfy the criteria of
Section 4(A) of City Ordinance No. 2005-
B. History of Property
The Property is located at the southern portion of Admiral's Port to the west of Williams
Island. The Property represents Tract D of Admiral's Port. The Property was approved for
development in 1968 along with Tracts C and F of Admiral's Port, the latter tracts being
generally known as Biscayne Cove. The Property was located within the jurisdictional
boundaries of unincorporated Dade County at that time and was zoned RU-4A in accordance
with the provisions of the Code of Metropolitan Dade County.2 Lincoln Pointe was constructed
in 1991.
Lincoln Pointe was developed pursuant to a zoning approval granted in 1968 under
Resolution No. Z-267-683 Resolution No. Z-267-68 rezoned a substantial portion of what now
comprises the City of A ventura. This resolution covered froperties east of Biscayne Boulevard
from Northeast 163rd Street on the south, to Northeast 21St Street on the north.
Under the RU-4A zoning district, actual density was permitted at up to 67 units per acre
based on the square footage of the proposed condominiums. Accordingly, under the prior Dade
County Code, the Property was approved to be developed with 659 units.
C. Property owner's good faith reliance on City's acts and omISSIOns, and
substantial monetary expenditures incurred as a result thereof.
As the City is aware, beginning in March and April, 2004, the Applicant approached the
City regarding the potential redevelopment of the Property. At that time, the City issued an April
7, 2004, letter, attached hereto as Exhibit A, advising that the Property could be redeveloped in
accordance with City requirements at a density of 60 units per acre for a total of 526 units.
2 The RU-4A zoning ordinance was adopted in 1957. See Dade County Ordinance No. 57-19.
3 As discussed at greater length in Paragraph D, said zoning resolution approved a series of private roads, driveways
and accessways.
MIAMI 887170.2 7592420873
Eric Soroka, City Manager
June 7, 2005
Page 3
In reliance on the zoning of the Property and the City's letter, in August 2004, the
Applicant obtained financing,4 acquired the Property for $41,000,000.00 and embarked on the
preparation of the site plan. Accompanied by counsel, Applicant then met with the City on
numerous occasions and presented various draft site plans for the City's review. Ultimately, as a
result of those pre-filing meetings and discussions, our office filed a formal Application for Site
Plan Approval with the City, on December 14, 2004. Thereafter, after meeting again on
numerous occasions with City staff between December of 2004 and mid-February of 2005,
Applicant, through its architects, modified the proposed plans. Our office submitted a
Supplemental Letter of Intent on February 16, 2005.
In preparing the Application and the requested modifications to the Application,
Applicant necessarily expended substantial [mancial resources and likewise incurred substantial
financial losses. For example, among other expenditures, our client obtained surveys and site
plans, hired architects, engineers, surveyors, and other professionals, and paid the City's filing
fee.l These reliance-expenditures alone, set forth in Exhibit C, constitute a monetary outlay of
approximately $1,630,299.22. Moreover, in reliance upon the City's acts and representations
Applicant began vacating (i.e., not renewing viable leases) units in anticipation of the site plan
application approval and eventual redevelopment of the Property. This activity by itself has
caused Applicant to incur approximately $868,126 in vacancy losses - See Exhibit D, attached
hereto. Further, the City's continued acts of bad faith and unreasonable delays with regard to the
processing ofthe Application have increased the Applicant's financial expenditures and losses.
D. City's acts, omissions, and unreasonable delays
4 See Affidavits of James M Cauley, Jacques Claudio Stivelman, and Gilbert Benhamou, which conclusively
establish that each relied, in part, upon the City's April 7, 2004, correspondence for purposes of evaluating whether
the redevelopment of the Lincoln Pointe Property constituted a viable economic decision.
, Exhibit C, attached hereto, sets forth pertinent expenditures which include, among others: (i) Sieger Suarez
Architectural, 9/23/04 - 05/02/2005 at approximately $31,556.64; (ii) Architectural Alliance Landscape Fee,
1110512004 & 12/14/2004 at approximately $10,023.03; (iii) Interior Design Fee, 11/05/2004 at $10,000.00; (iv)
Survey Fee, 9/3012004 & 5/0112005 at approximately $9,953.80; (v) Fortin Leavy, Skiles, Inc. Surveying,
11/1012004 - 12/0912004 at approximately $2,076.31; (vi) Traffic Engineer, 05/01/2005 at approximately
$4,202.05; (vii) Property Inspections, 9/3012004 & 11/05/2004 at $2,000.00; (viii) Other Consultants Fees,
09/0812004 - 11/05/2004 at approximately $26, 831.81; (ix) Patriot Surveying and Mapping, 10/1112004 &
02/01/2005 at approximately 6,980.00; (x) City of Aventura Application Fee, 12/14/2004 at $3,377.00; (x) Legal
Fees, 04/22/2004 -03/15/2005 at approximately $91, 794.13; (xi) GFA Intemational Asbestos Testing, 10/31/2004,
at $1,400.00; and, (xii) Lender Interest, 09/30/2004 - 04/3012005 at approximately $1,430.104.45. Approximate
Total = $1,630,299.22
MIAMI 887170.2 7592420873
Eric Soroka, City Manager
June 7, 2005
Page 4
The City is acting, and has been acting, in bad faith manufacturing reasons to delay our
client's proposed project.6 For instance, in late January or early February of 2005, the City
advised for the first time (regarding an issue that was never raised during prior meetings with the
City when the original revisions of the site plan were shown to the City for review) that the
Property's entrance drive must conform to current City standards in order to issue site plan
approval on the property. This is despite the fact that the entrance drive is a private driveway, it
is not a public road, it is owned by unrelated private parties, it is not a part of the application,
and it is a previously platted, separate grandfathered parcel.7 In addition, subsequent to our
office's February 16, 2005, Supplemental Letter of Intent submittal, the City advised that the
Property is subject to "zoning in progress" as it relates to parking garages, and, therefore, the
application could not be processed. Nearly a month and halflater, after continued delay, the City
receded from its assertion regarding parking garages in an April 14, 2005, letter, attached hereto
as Exhibit F. Finally, our repeated requests to obtain copies of the City's police and traffic
review (required for our client's application to proceed) were not made available until mid-May,
2005.8 We are not aware of any other project that was not furnished a timely response from the
City's very capable Police Department.
In addition to the foregoing, the City has now sought to impose an additional "zoning in
progress" as to all redevelopment plans in the City. We have previously filed a letter of
objection with the City (attached hereto as Exhibit H) asserting that said attempt to impose
"zoning in progress" violates the law and fails to give any ascertainable standards on which a
reasonable person can make judgments or base his or her actions. Said attempt at "zoning in
progress" creates a de facto moratorium that is not authorized by law and has not been properly
adopted by the City, thereby violating Constitutional principles of Due Process.
E. Conclusion
6 See correspondence from our office to the City, attached hereto as Exhibit E, which sunrmarizes the Citis
numerous attempts to delay approval of our client's site plan application.
7 Pursuant to Dade County Zoning Resolution Z-267-68 adopted on October 17, 1968, all streets and accessways (all
which were private in ownership) were approved, subject to recordable agreement providing for permanent and safe
access for pedestrian and vehicular traffic within the development. This recordable agreement has governed the
development of all the lands now known as Williams Island, Atlas Terminal, Lincoln Pointe, and other existing
developments, covered by the 1968 Resolution. In fact, the 1968 Zoning Resolution specifically creates approval of
all private roads within the development including the subject accessway. As such, said approval clearly falls within
the definition of a non-conforming use under Article XII of the City's Land Development Regulations. Therefore,
the private accessway may be continued as provided by Sec. 33-271 of the City's Land Development Regulations.
8 We note that when the traffic review (attached hereto as Exhibit G) was fmally made available, it demonstrated
that based on the "traffic-related impacts associated with development of 526 condontinium units" on the Property,
our client's "conservative study... shows the traffic signal studied currently operates at Level of Service 'C' and is
expected to continue to operate within these parameters upon buildout of the Lincoln Pointe redevelopment."
MIAMI 887170.2 7592420873
Eric Soroka, City Manager
June 7, 2005
Page 5
In Town of Largo v. Imperial Homes Corporation, 309 So. 2d 571 (Fla. 2d DCA 1975),
the property owner relied on the existing zoning classification in acquiring land and preparing a
development plan. The property owner had expended $310,000 for land acquisition and $69,000
in architectural fees, interest, taxes, sewer permits and development costs when it first received
notice that the Town was contemplating a change in zoning. The court held that the Town was
equitably estopped from denying the property owner its right to use its land as it intended. The
court held that the property owner's reliance on the existing zoning was justified,
notwithstanding the fact that the property owner had not obtained a building permit, nor had
physical changes been made to the land. The court rejected the Town's argument that the
property owner's reliance was not justified because there was "zoning in progress." To the
contrary, the court found that the property owner had relied in good faith on the existing zoning
and incurred substantial expenditures before the Town gave notice that it was contemplating
changes.
Similarly, in this case, the Applicant relied in good faith on the existing zoning and the
City's letter of April 7, 2004. Applicant acquired the Property in August, 2004, and incurred
substantial expenditures in the ensuing months. The City did not initiate its various attempts to
invoke "zoning in progress" or otherwise thwart the development process until after the
Applicant submitted the Application. On the basis of the Imperial Homes case and other Florida
precedents, therefore, Applicant is entitled to a determination of vested rights and the City is
equitably estopped to deny those rights.
Accordingly, we respectfully suggest that the doctrine of equitable estoppel clearly
provides that the Application is not. subject to the subsequently enacted moratorium, that
Applicant is entitled to a determination of vested rights and that the Application should be
granted.
Respectfully yours,
Stanley B. Price
SBP/TRG/mp
Enclosure
MIAMI 887170.2 7592420873
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Aventura
Government Center
19200 West Country Club Drive
Aventura, Florida 33180
JEffREY M. PEkLOW
MAYOR
Mr. Brian Adler
Attorney at Law
Bilzin Sumberg Dunn Price & Axelrod LLP
2500 First Union Financial Center
Miami, Florida 33131-2336
COMMlSSlqNERS
:lEv AUE'BACH
JAY R. BESKIN
KEN CoHEN
BoB DIAMOND
HAIlAY HOlZBEJO
M>>INv GI\CSSMAN
April 7, 2004
Via Facsimile (305) 351-2206 and ReQular U.S. Mail
ERIC M. So""""
CrrY MANAGER
Re: Lincoln Pointe Apartments
17900 NE 31 Court, Aventura
Folio Number 28-2210-050-0020
Dear Sir:
Further to my ietter of March 11, 2004 addressed to Mr. Claudio Stivelman and
your letter in response dated March 31, 2004, this is to advise that I have
reviewed your letter and its attachments with the City Attorney. Based on the
research of County records that you have presented, it appears that the Biscayne
Cove development on Tracts C and F of the Plat of Admiral's Point Section One
did not use any density from the Lincoln Point development site on Tract F of that
plat.
Redeveiopment of the Lincoin Pointe property would be subject to the City's
Land Development Regulations. The property is located in the RMF4 zoning
district which allows a maximum of 60 dwelling units per acre. Based on the lot
area of 8.769 acres in the Miami-Dade Property Appraiser's records, a maximum
of 526 units may be permitted. This number of units is subject to confirmation of
the lot area by survey and opinion of title and is further subject to all site
development criteria of the RMF4 zoning district and other applicable sections of
the City's Land Development Regulations.
PHONE: 305-466-8900 . FAX: 305-466-8939
www.cityofaventura.com
'\
". ,"
.
,
..
~.
Please be advised that additional use and site restrictions may be in force as a
result of Miami-Dade County or City of Aventura legislative resolutions, restrictive
covenants, platting or site plan approval conditions.
Yours truly,
Joanne Carr, AICP
Planning Director
C.C.: Eric M. Soroka. ICMA-CM
City Manager
David Wolpin, Esq., City Attorney
AFFIDA VII OF JAMES M CAULEY. JR.
STATE OF FLORIDA )
) SS:
COUNTY OF BROW ARD )
Before me, the undersigned authority duly authorized to take oath in this State and
County stated above, this day personally appeared JAMES M CAULEY, JR., who has
been first duly sworn, deposes and says:
I. My name is JAMES MCAULEY, JR., I am over eighteen (18) years of
age and have personal knowledge ofthe facts contained herein.
2. I am the President of Tarragon South Development Corp. ("Tarragon").
3. During the Spring of 2004, Shefaor Development, LLC ("Shefaor")
provided Tarragon information relating to a potential joint venture redevelopment of the
Lincoln Pointe property located at 17900 N.E. 31 Sl Court, A ventura, Florida ("Property").
4. As part of examining the joint venture redevelopment of the Property,
Tarragon began meeting with the City of Aventura officials in May of 2004, to confirm
both the existing zoning on the Property and the details of an April 7, 2004, letter from
Ms. Joanne Carr to Mr. Brian Adler, attached as Exhibit "A".
5. Tarragon relied on the City's representations regarding the letter
referenced in paragraph 4 and in subsequent meetings with City Staff before deciding to
invest in the Property and entering into the August 19,2004, Shefaor/Tarragon LLLP,
Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing with
EuroHypo AG ("Mortgage") for the Property, the Mortgage being recorded in Official
Records Book 22595 at page 4035 of the Public Records of Miami-Dade County,
Florida. Further, Tarragon continued to rely upon the City's representations while
preparing and revising the site plan for the redevelopment of the Property.
FURTHER AFFIANT SA YETH NA
STATE OF FLORIDA )
) SS:
COUNTY OF BROW ARD )
te foregoing instrument was acknowledged before me this ~ day of
U \VI- , 2005, JAMES M CAULEY, JR., who is personally known
to me or who has produced a Florida driver's licens a~identifi ation. ~ ~
SOHRY PL"BUC.S1...-n: Of FWRIDA .
~ Carolina CordobaCA
CollUlllssion#DD409383 Name: PrLo (,..I,.. CoOO
ErpIres: MAR. 21, 2009 C' . N ~ 4..oq -:0 c:.- '::>
l>...nde4'111nAlladeBoaclln&Co.,lnc. ommlSSlOn 0.: ~ 0';>
Notary Public, State of Florida
My Commission Expires:
MIAMI 896340.1 7592420873
<un-OH5 11:57am From-Billin
305 m 6146
T-124 P,002/00. F-020
AFFlDA T OF JAC
STATE OF FLORIDA )
) SS:
COUNTY OF BROW ARD )
S CL UDIO STIVELMAN
Before me, the undersigned authority duly a
County stated above, this day personally appeared JA
has been first duly swom, deposes and says:
ori2:ed to take oath in this State and
QUES CLAUDIO STIVELMAN, who
1. My name is JACQUES CLAUDIO ST
of age and have personal knowledge of the facts contain
LMAN, I am over eighteen (I8) years
herein.
2. r am the President of Shefaor Developme t, LLC ("Shefaor").
3. During the Spring of 2004, Shefaor De elopment, LLC ("Shefaor") approached
the City of Aventura ("City") regarding the potenti redevelopment of the Lincoln Pointe
property located at 17900 N.E. 31" Court, A ventura, Flo . da ("Property").
4. k part of examining tbe potential for viable redevelopment of the Property,
Shefaor continued meeting with the City officials throu out the Spring and SU1Tlmer of 2004 to
confirm both the existing zoning on the Property and th details of an April 7, 2004, letter from
Ms. Joanne Carr to Mr. Brian Adler, attached as Exhibit An.
5. Ultimately, Shefaor relied on the Ci s representations regarding the letter
referenced in paragraph 4 before it entered into the Au ust 19, 2004. Shefaor/Tanagon LLLP,
Mortgage, Assigmnent of Leases and Rents, Secllri Agreement and FiXture Filing with
EuroHypo AG ("Mortgage ") for the Property, the Mort ge being recorded in Official Records
Book 22595 at page 4035 of the Public Records of iami-Dade County, Florida. Funher,
throughout 2004 and 2005, Shefaor continued tQ rely upon the City's representations while
preparing and revising the site plan for the redevelopmen of the Property.
FURTHERAFFlANT SAYETHNAUG
STIVELMAN
STATE OF FLORIDA )
) SS:
COUNTY OF BROW ARD )
The foregoing instnunent was acknowledged
, 2005, CLAUDIO STIVELMAN., who is p
a Florida driver's license as identification.
efo
me this .!l... d11yof ~ () e.,
lly known to roe or who has produced
.,.......~..,.., GlADYS OTERO
;,~'f.'.b.l1!(;. MY COMMISSION #,00 1781,14
t5.~i'f EXPIRES: January 15. '1.007
-:..t.r.;;....*... BondedThruNo!aryP\.lbllCUflQervlrrters
""",n;
Name:
Commission 0.:
MIAMl S~6429.1 75~2420S73
.Jun-07-05 11:57am Frcm-Bilzin
305 m 6146
My Commission Expires:
Notary Pu lie, State of Florida
\755301185451# 638634 v I
6I71C511:55 AM
MIAMI 896429.1 7592420873
2
7-124 P.OOI/OOI F-020
AFFIDAVIT OF GILBERT BENHAMOU
STATE OF FLORIDA )
) SS:
COUNTY OF BROWARD )
Before me, the undersigned authority dUly authorized to take oath in this State and
County stated above, this day personally appeared GILBERT BENHAMOU, who has been first
dUly sworn, deposes and says:
1. My name is GILBERT BENHAMOU, I am over eighteen (18) years of age and
have personal knowledge of the facts contained herein.
2. I am the CEO of Shefaor Development, LLC ("Shefaor").
3. During the Spring of 2004, Shefaor Development, LLC ("Shefaor") approached
the City of A ventura ("City") regarding the potential redevelopment of the Lincoln Pointe
property located at 17900 N .E. 31 st Court, A ventura, Florida ("Property").
4. As part of examining the potential for a viable redevelopment of the Property,
Shefaor continued meeting with the City officials throughout the Spring and Summer of 2004 to
confirm both the existing zoning on the Property and the details of an April 7, 2004, letter from
Ms. Joanne Carr to Mr. Brian Adler, attached as Exhibit "A".
5. Shefaor relied on the City's representations regarding the letter referenced in
paragraph 4 before it entered into the August 19, 2004, Shefaor/Tarragon LLLP, Mortgage,
Assignment of Leases and Rents, Security Agreement and Fixture Filing with EuroHypo AG
("Mortgage") for the Property, the Mortgage being recorded in Official Records Book 22595 at
page 4035 of the Public Records of Miami-Dade County, Florida. Further, throughout 2004 and
2005, Shefaor continued to rely upon the City's representations while preparing and revising the
site plan for the redevelopment of the Property.
FURTHER AFFIANT SA YETH NAUGHT.
,
GILBERT BE
o
STATEOFFLORlDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged b
.2005, GILBERT BENHAMOU, who is pers
Florida driver's license as identification.
ore me this If day of ~
ly known to me or wh as produced a
",'~-:r.\';"",,, QLADYS OTERO
f.~'ib. "1:, MY COMMISSION # DO 1781.14
\.:.0&;'1 EXPIRES: Janua~ 15, 2007
-V.~iir:~~~" Bonde<j Thru NOlIllY Nllic Underwriters
Name:
Cornmis ion No.:
Notary P blic, State of Florida
My Commission Expires:
~~I896767.1 7592420873
.---......-]"-
taJ:J:&9on CGqlW.'
.u!>:._a~_a" Lnl....:>1.N I'ODf'I']t
Co,
Tun
~
Tunlilctilln
"'"
,
'OL.nd
\18-31-2\1\14 JCco.t
9-08-2004 JCco.t
1-01-030 !.egd
OR 12-06-2004APcost
OK 11-lt;-2004 Meo'l
1~02-120 Arch Feo.
o 05.01-2005 JC ccut
o 0~-01-2005.1C COst
OK 09-21-2004 AP co.t
OK 10.21-2004 APcost
OK 10-21-2004 APCD.t
OK 10-27-2004 APco.t
OK 09-23-2D04....peolt
OIl 10-2i-2004APCO.t
OR 11-24-2004 AP cost
DR 01-2i-2005APcoSt
OR 05-02-2005 AP cost
OR 05-02-200~ AP co.t
1-02-130 Arch Reimbur..bh
DR 11-24-20114....Pcolt
DR 05.02.20115Al'eo.t
OK 05~02-2005....P eo.t
1-02-140 Arch Printinog
o 09-0e-2004JCcost
o 09-'30-2004JCcost
o 11-05-2004 JCco.t
o 05-01-2005 JCcoot
OR 10-29-2004Al'co.t
OR 1l-02-2004Af'coot
OR 1l~02-2004 AP cost
OR 09~21-2004....P co.t
OR 10_21_2004/1PcDSt
OK lO-21-2004Al'cost
OR 10-21-2004/1Pco.t
OK 09-23-2004lU'co.t
011 10-21-2004lU'coat
OIl 03-11-2005lU'co.t
1_112_220 CE re..
05-01-2005 JCcoot
4-11-2005 loP coat
1-1l-2005APcoot
1-02-230 CE "'ei.Joburnb1.
5 04-11-2005 AP cDst
5 04-13-2005 J\p co.t
S 04~11-2005 lU' COst
5 04-1l-2005APco.t
1-02-520ldcpFe.
o 1l-05-2004JCco.t
OK 12-l4-2004liP co.t
1-02-625 Interior OItai9n Fee
o 11-05-2004.1Ccost
1-03-010Surv.y
o 09-10-200t JC coat
o 05-01-2005 JC cDot
1-03-100 Topo
5 04-U-2005lU' coat
5 04-U-2005I1P co.t
1-01-900 other 5urveyin1;j/ Thuah"ld
OR 11-10-2004Mco.t
OR 11-30-2004Al'coat
OR 12-09-200411Pco.t
1-04-010Cond"K.n.".....nt
OK 10-11-2004 Al'co.t
OK 11-30-20ll4 lU' coot
OK 01~31-2005 liP co.t
1~04-020 Traffic Engineer
o 05-01-2005 JC coat
1-04-110 Inapection.
o 09-30-2004 JCcoat
1 11-05-2004 JCc".t
,-
Permitting/Proc"n1ng
J5_01_20ll5JCcoot
S ll2-26.2005APcoot
S ll3-11-20ll5I1Pcoot
S 03-31-20ll5APco.t
S 02-28-2llll5A1'coat
1-ll4-900Consultant.-Ottutr
09-06-2004 .1Ccoot
Lu~ updue, 05-06-2005
Ytndor
Description
BroadandCassa1
RUden,McClosky,SlIIlth.
S1ager Suarez Archiuctural
Sieger 5uu:02 Arch1tsctuul
Siagu Suarn }\.rcha"ccural
Siegu Suarez Architactural
Slager Suauz Arc;hi~ectllnl
Sieger Su:auz}\.rch1eeetuul
Sieger Suarez Archiuctuul
Sieg"r Suauz Archit.etunl
Sie9'"' Suuu Architectural
Sieger Suorez Architectuul
Sieger su:aret }\.rchitecturol
5i"ger Suarez JUchitectun1
Sieger Suorez }\.rchitectural
T-Squo", I_ging Solutiona
T-S'Iuaul...g1nqSoluU"na
T-squa", l..ql.ngsalutions
5i"qerSusu.t}\.rch1tectuul
S1egerSu"rezJ\rch1tectllul
Sieger Susrez Architectur:al
SieqerSu"rezA.rchitectur:al
Si"ger Su:arez }\.rchitectuul
Si"'gu Suar,,"A.rchitllctural
Dig1talReproqraphics, Inc.
Invoict
551115
&11531
2103
2137
2131-2
2131-2
2103
2131
2165
2229
2324
2324
2165
2324
2324
0111540
011843!
0116440
2103
2137
2131-2
2131-2
2103
2131
uno
ForUn, LeIlVY, SHlu, Inc. 24266
rartin, Leovy, Shln. Inc. 24266
Fortin, Leavy, SHIes, ,=. 24266
tort;1n, Leavy, SkUea, Inc. 24321
Fortin, !.eIlVY, SkUea, Inc. 24321
rortin, Leovy, SUles, ,=. 24286
ArchitectuulAlliance
121404
Fortin, Leavy, Sk1les, Inc. 24384
rl>rtin, Leovy, Sk11.a, Int;. 24384
rorUn, ldovy, SUles, Inc. 23095
Fortin, ldovy, Skiles, Inc. 2326li
rortin. Luvy, SUles, Inc. 23351
Tile Continental Group, Ltd. lil-OOl
The Continentol Group, Ltd. 171-0ll2
The Continental Group, ''''. In-004
Dells Partalilerd i Auoc
Della Partolilard i Auoc
Della porta liard i Assoc
DelIo PoruWord 'Assoc
t46r
HUr
M44t
t46F
oJCtnlr1.lbyoJDb
Tu",..c~ion eyp"a ine-Iud..,:l,
Units
","ount Src~
nate
LJl.NDPI)RC/lASE
Diaer of puuuit Costs - loP
lAnd Totd
1552-332530004
1552-L"9aI
!.ega1 Toul
'l'unsfer CIPLincooln Ph-1552
Tunofer CIPLlnc"oln Pte-lS52
1552-.1"bIA.0411
lS52-.:IobIAOUl
1552-.:IobIA.0411
1I1avI15S2-.1obIll.0411
IRev!lS52-.1obIAlltl1
IRevI1552-JobIA0411
lS52-.1ob1A0411
1552-JobIA.0411
1552-2324
(Rev) 1552-232~
Arch Fee Total
15S2-.1obIA0411
1552-2324
(R"v)1552-2324
Arch Re1l11buuabl", Total
Diatr"fPursuitCoata-1.P
Arch. Prinu
i::IPCosea Trenahrred 10/114
TranaferCIPLincoolnPte-1552
15S2-Printinq
1552-Pr1ne1ng
1552-PdnCinq
1552-JobIA0411
1552-JobIA0411
1552-.1obIA0411
(Rev) 1552-JobIA0411
(Jl.ev) 15S2-.Job'A0411
(Rev)lS52-JobIA0411
'15S2-PDlw.ncolnPte
Arc:h Pdnti1l9 Total
Transfer CIPLincooln Pee-1552
1552-:242U
IR.vI1552-24266
CE r".,'foUl
1552-24286
1552-24321
(1'1""11552-24321
lRev) 1552-24266
ct Jl.eilllbllruble Total
CIPeoetoTransferr"dl0/ll4
1552-I.andocapeF..
L-epree'fotal
OPCootaTr.naterradl0/04
Interior De.1gnr.. Toul
Survey
TranaferCIPLincoolnPte-lS52
Survey Total
1552-24384
IRev) 1552-24384
Tope ToUI
IS!>2-0rd"rl200420U
IS52-ordarI20li42179
1552-Surv.y
Other Surveyinog I Thr.sholdTot:al
lS52-Inv I1n-OOl
1552-InvU71-0ll2
1552-PrjLincolnPte
Condo Man.gement Total
Tunsf"r CIPLinc:ooln Pte-1552
Traft1<=t.nq1neu Total
ll.eportforGenCondofPropert
ClP Costs Transferred 10/04
Ill.p.ctionaTotal
'run_f"r CIP1.incooln Pee-lS!>2
1552-F46F
1552-M44F
(RevI1552-M~4t
(RevI15S2-F46F
PU:1llittinq!Proceuing'rotal
Distr of Puuuit Costs loP
05-12.2005
'a,. 1
Acctq
39,500,100.00 " no OB-J}-2004
1,!>00,000.00 " '" 06.31-2004
41.000,100.00'
1,162.43 " 4183 12-21-2004
2,Jl!..OQ " ~l~~ U-21-2004
3,491 ".
1,126.91 JC 2104 05-01-2005
3,616.50 " 2104 05-01-2005
3.993.15 " 34H 11-09-2004
3,13.'L12 " 3468 11-09-2004
8,nO.62 " 3466 11-09-2004
8,nO.62-....P 3468 11-09-2004
1,993.15-....P 346B 11-0~-2004
3,133.12-....P 3468 11-09-2004
8,906.25 " 4126 12-11-2004
11,241.02 " 5049 03-10-2005
9,915.00 " S90i 05-12-2005
9,915.00- AP 590i 05~12-2005
31.556.64.
383.27 " 4126 12-11-2004
191.96 " 5901 05-12-2(105
191.96- AP 5907 05-12-2005
3B3.27.
340.96 " '" 06-31-2004
168.33 " ... 09-30-2004
169.62 " 1120 10-31-2004
165.23 " 2104 05-01-2005
1.31 " 3418 11-04-2004
2.22 " 3418 11-04-2004
6.22 " 3416 11-04-2004
Il2.50 " 3468 11-09-2004
!>2.73 " 3468 11-09-2004
123.03 " 3466 11-09-2004
123.03- AI' 3tH 11-09-2004
112.50- AI' 3466 11-09-2004
52.13- AP 3468 11-09-2004
12.21 " 5473 04-01-2005
1,512.16.
11,065.00 " 2104 05-01-2ll05
1,BOO.00 " 5901 05-12-2005
1,600.00- AP 5907 ll5-12-2005
11,ll65.00.
132.00 " 5901 05-12-2005
13.00 " 59111 05-12-2005
13.00- AP 5901 05-12-2005
132.00- AP 5901 05-12-2005
.00.
2,000.00 " 1120 10-31-2004
6,023.lil " 4l2.6 12-11-2004
10,023.03.
10,000.00 " 1120 10-31-2004
10,000.00.
9,120.00 " ." 09~30-2004
233.80 " 270( 05.01.2005
9,953.10.
1,635.00 " 5907 05-12-2005
1,635.00.....P 5901 05-12.2005
.00.
256.06 " 4126 12-11-2004
165.15 " 4126 12-}1-2004
1,632.50 " 4140 12-20-2004
2,016.31.
2,400.00 " un 01-03-2005
662.50 " un 01-03-2005
15.00 " 5473 04-01-2005
3,337.50.
4,202 '" " 2104 05-01-2005
4,202.50.
5,000.00 " ." 09-30-2004
3,000.00- " 1120 10-31-2004
2,000.00.
292.15 " 2104 05-01-2005
469.00 " 590i 05-12.2005
212.50 " 5907 05-12-2005
212.50-AP 5901 05-12-2005
469.00- AP 5907 05-12-2005
2B2.15*
6.153.25 JC 191
06-31-2004
t&rrlt.9Dnt:""'PlUliu
'S5t_D1_00 ..r1lL"..... POr~.-"'"
Tra"
Trana.et.ion
f!1
Date
!l'>!
1-0~-90U Co"au1tent..-otn~r
09-0\l-lC04JCco..t
~9-0&_l004 J!: co..t
19-00_200~ J!: eo..t
11-0&-20114 JC con
OIl 10-z9-2.0114}1p con
IIH ll-U&-;/ UU~ }II' co..t
llH 1l-03-Z0114}1Pco."
1-0~-900 COl'>do ooeu_"t...
OH 10-1l-200~}lP coat
OK 11l-1l-20il4}1Pco"t
OH lO-11-2004}1l'oost
OH 02-01-2005}1l'co"t
1-0~-060 Applic."ions .. ApprDv.h feea
011 12-14-2004}1Pcoat
OH 1Z-14-2D04}1p con
011 12-14-2004}\l'oo"t
OH 12-14-2004}1p con
1-111-1600RC
o 11-29-2004}\l'00at
II 11-19-2004}1l'coat
o 11-29-2004}1l'oDat
o 11-29-2004>>00""
o 11-~1-2004}1t' CDa"
1-01-900 Licenu.s, p"nnihUlOpaet-Othec
o 09-30-2004 Jccoat
1~09-010 Le9&l
o 0~-01-2005 Jc co.t
011 04-22-2004....l'co."
1-09-1150 '1' 'E
o 09-09-2D04JCco5t
o 11-115-20114 JC coa"
1-08-150 McrketS"cv"y
o 08-118-2004 JCcoa"
000I're-n"veloplOent.C05U-Ot.her
~9-118-20114 oJ!: C05t
1-119-010Lland
011 04-22-20041lPcoat
011 04-22-20114....l'coat.
011 03-0B-2005 /U> coat
1-119-1150SiteJlpprnval&
o 05-01-2005 JC ooat.
03-15-2005 AI' coa"
03-15-20051l1'00at
1-119-l50l:;nntracts
o 11-05-2004 JC coat
1-09-200t'in.ncing
011 10-05-2.0041lPooat
011 01_12_2005 AI' 00."
1-09-502I\.obeato.T..ting
011 10_31_2004 AI' 001110
1-09-505P"blicRel.ti""1I
o 09-30-2004,1C cost
1-09-900 Leg.ll\ndJ>.ccou"Ung-Other
o IG-13.2004 AI' ce.t
o 09-08-2004 JC COlt
o 11_05_2004 JC oon
011 12_01_2004 1lP coat
011 02-11-2005}11' ooat.
1-10-0042004 Re Tn
o oe-31-2004 JC c05t
011 U-22-2004}11' cellt
l-lQ-O~O c"nnereilll fc"perty
011 11-21-2004 AI' coot
Inlluc."e"-Ot~ec
08-31-2004 JC coat
1-11-100 Fi-n.ncin~ F..e
o 09_31_2004 JC oe.t
o 05-06-2005 JC cost
o 05-06-2005 JC ooot
L~B~ Update, 05-06-2005
Vendor
Description
R"eHin"r R.dtyconsult Inc
~pecJ.alty ~n9l"eerl"g
Dierian"., Anoei.tn
htri"t Surveylng I H.pplng
Plt.not Surveying, I4ilpping
htdot Surveying, Mapping
l'atriotSurv..ying,H.pping
Hiallli-O.deCo"nty
City of Aventura
City of }lventura
Cioy of....v"ntura
Hiuu-D.deCounty
Hi.IIU-O.deCounty
Hiallli-D.deCo"nty
Hi.mi-D.d"County
H.i.mi-tl.deCounOy
Frolllb.rg,ferlow, . Rornik, p}\
Froroberg,perlow, , Rornik, fA
Fromberg,P"rlow, 'Rornik, f}l
Broad.nd Casul
Bilrin Sumerg Buna
BilzinSumbergB.en.
Bro.dand Cu..l
Bro.d ."dcu.d
GrP.IW'l'ERNR.TIONAL
W."hoviaB.nk
Rud..n,MeC1oaky,smith,
RUd"n,McC1c.ky,Smith,
D.de County TU c.llector
Hi.m:i.D.deT."col1..ctor
lfwci.ce
04-209
25Dl
09/26-10/25
In.
m
m
'"
121404
121404
121404
121404
112904-1\,
112904-B
112904-B
112904-B
11290~-B
042204
04220~
042204
599301
e9933
89933
588124
5'4357
95410
53625
120104
B29661
Rt2004-1552
P1'2004-1552
JC I.n1O:o-i.. by Job
Tunucc,o" cypes included:
Co.t.
~
~ ~~
~
Oilltr of Pur.utt Cosu - LP
Oiatr of I'uclluit C".U - LP
Oi.IIU of Pvr..uit COatI - loP
tIP COlt" Tu.nllteu,..d 10/04
1552-Consu1tants
15~2-1"af",cLiolJ
155:.!-Consult.nta
Con..ultant.-O"hu TOCil.l
1552-P'ojlll40&-055
IRevI1552-projl040a-055
1552-P,ojI0406-055
1552-Proj,0400-055
Condo OOcu....nta Tot.l
1551-"'pplic..ti~n Fee
1552-}lpplicationree
IRI!V)1552-Jl.pplicaUonFee
1552-llppli".tionFee
IIpplic.t.ion." I\pprov.la Fe.a Tot.l
1552-Firel\"lIc5itePl.n
1552-Ccncucrencyl'l..Vl"W
(R..v11552-Concurrl!ncyReviaw
1552-concurrencyRevi.'"
(Rev) 155:.!-Concurr..ncy Review
DIlCTot.l
riling he
t.icenll"., fertUit5HlIp.ct-othu Total
,-unst"c CIPLincooln I'te-1S52
1552-Leg_lrae
La9alTotal
Pi.trntPursuitCo.ta-LP
CIPCo.t.TransferradlO/04
'1''' E Total
nistrofPu;-5"itcosts-LP
Marltet Survey Total
Distro!Purs"it.c:c.ta-LP
Pre-p.,velopm.ntCosta-OtherTotal
1552-Leq.lr....
(R."11552-L.g..lt'....
1552-C:ltMtr 33253.0004
L.ndTot.l
Transfer CIPW.ncQoln I'te-1552
1552-'75924/20Bl~
ll\evI1552-175924/20873
5iU}\pptova1aT<>t.1
CIp co.t. 'l'r..nd..rred 10/04
ccn1Ou.cuTot.l
1552-'33253.0004
1552-Clt Mt.r 33253 0004
Fi"."cing'l'otd
1552-Proj'1I4-l10B
Asbe.to. Te.tiDll Tetd
Pre.... Rele....
l'ub1iel\eh.t1on. Teul
1552.IC11ent53112
Diltrofl'ur5uitl;:ost.-LI'
CIPco.t. Tnndeu.d 10/04
155Z-138B41-110S1
1552-1'11"'38841-0051
L.,9.1 And "c"0"ntin9-0tha,, Total
RtTAXpRORATION
folio 12822100500020
2004 ReT."Totd
rolic 101-109415
CO"Wl1eccialPropertyTotal
PEIISONI\L PROPERTY 'l'AA I'ROIlA'l'IO
In.ur.nc,,-OtherTot.l
FIWlNCINGOrPUFlCIlASt:
'1'0 J>.djust Acqui.ition COlltll
'1'0 J>.djIl5't }lcquioi'ticn C~5t.
fin.n~ing Fee Toul
05-12-21)0S
....'
Acctg
1,406.50 " '" OB-3}-211114
11,110.10 " '" 08-31-2004
230.75 " '" 08-31_20114
2,140.63 " lUO lll-31-2004
1,500.00 .. 3468 11-09-2004
3,000.00 .. 3469 11-09-2004
620.50 .. 3U2 11-1O~Z004
26,931 '"
f.,nO "" .. 3t6B 1l-09-2G04
6,430.00- AI' 3468 11-09-20ll4
6,480.00 .. 3466 11-09-200~
500.00 .. ~1l49 03-10-2005
6,990.00'
250.00 .. 40n 12-14-2004
3,371.00 .. 40805 12-}4-2004
3,377.00- .. 40n 01_03_2005
3,377.00 .. 40B9 01-03-2005
3,627.00'
82.50 .. 3925 11-29-2004
110.00 .. 3925 11-29-2004
110.00- AI' 3925 11-29-2004
250.00 .. 3925 11-2.9-2004
250.00- AI' ~146 12-21-2004
B2.50'
1110.00 " ... IIS-30-20114
100.00'
2,201.27 " 2104 05_01_2005
24,975.00 .. 3411 11-04-2004
21,262.27'
2,B36.98 " '" 08_31_2004
221.00 " 1120 10-31-2004
3,064.9"
5,000.00 " '" 00-31-21104
5,000 '"
100,000.00 " '" 08-31-2004
100,000.00'
24,975.00 AP 3418
24,915.00-,lU' 3418
960.00,lU' 5231
11-04-2004
11-04-2004
03-23-2005
960.00'
24,09832 JC 2104
05-01-2005
8,194.98 AP 59117
9,194.U-JUI 5907
24,098.32'
05-12-2005
05-12-2005
5,865 65 JC 1120
5,B6S.65'
10-31-2004
4,5Ol.11 JUI 4058
1,140.31 JUI 4573
5,72649'
12-09-2004
02-01-100S
1,400.00 AI' 4126
1,400.00'
12-11-2004
52S.00 JC 800
09-30-200~
525.00'
2,000.00 '" 4910 02-28~2005
2,411.50 " '" 09-]1-2004
760.50 " 1120 10-]1-20ll4
12,55'1.63 .. ne7 12-21-2004
12,500.00 .. 5231 03-23-2005
30,249.63'
324,108.31- JC '" 08-31-2004
515,056.80 .. 3B41 11-22-2004
1911,348.42'
3,566.21 .. 3Ul 11-22-2004
3,5&6.21'
2,409.45-,1C 176
2,411945-'
08-31-2004
642,63111 JC 176
125,991J4-JC 2568
142,1ll191-JC 2568
314,531.81'
OB-31-2(1)4
04-30-2005
04.30-1005
!"""~DrIC_""i..
lS5~-Ol~OO l.IllWUl ponm:
'I'~..".ocU"n
E!!
~
"'"
1-1]~900 financing~Otl>..r
10~:n~~oo~ JC CO.'-
.0 lo.nd..r 11
o 09~]O~2004 JC c"at
o 1l~]O~2004 JC c".'-
o U.l-Uq-~UU5 JC c"n
(; 01~]1~2005 JC c".t
o 02-2&~2005 JC c".t
o 03-31~2005 JC c".t
o 04~30-2005 JC c"",-
1-14-010 R..n'-
o 05-31~2004 JC c"a'-
o 116~30~2004 JC c".t
o 01~31~2004 JC c".t
o 09-30~2004 JC coat
o 10~31~2004 JC co.t
o 11-30~2004 JC c"a'-
o 12~31-2004 JC c"at
o 01~31-2005 JC c"st
o 02~26-2005 JC c"ot
o 03~31~2005 JC co.t
o 04-]0.2005 Jccon
OR 12-31~2004 AI' co.t
1-14~020 Parking
o 06~31~2004 JC co"-
o 06-30-2004 JCc".t
o 01~31~2004 JC coot
o 09-30~2004 JC c"n
o 10~31-2004 JC coat
o 1l~30-2004 JC co.t
o 12-31~2004 JC co.t
o 01~n~2005 JC c"at
o 02.26~2005 JC c".t
o 03~31~2005 JC coat
o 04-30-2005 JC con
1~14-030 Phone IInt..rn..t
o 06~31~2004 Jc c"at
o 05~31~2004 JC c"at
o 06~30~2004 JC c"at
o 01-31-20D4JCc"at
o 09~30-2004 JC co.t
o l(1~31~2004 JC co.t
o 11~30~2004 JC co.t
" 12-31-2004 Jccoat
Ol-31~2005 JC coot
J2~26-2005 JC co.t
03~31~2005 JC cost
OH 11-30~2004 AI' co.t
1-14~040 1'..lIt. Cont.r"l
o QB~31-2004 JC cost
o 06-30~2004 JC c".t
o 07~31~2004 JC co.t
o 09~]0~2004 JC co.t
o 10~]1~2004 JC co.t
o 11-05-2004JC<::oat
o 1l~30~2004 JC cost
o 12~31-2004 JC co.t
o 03-]1~2005 JC coat
1~14-050 Suppl1u
o 06~]1-2004 JC co.t
o 05-]1-2004 JCco.t
o 06~30-2004 JC COlt
o 07-]1~2004 JC coot
o 09~]0~2004 olC coat
o lO~]1~2004 JC COlt
o 11~]0~2004 JC co.t
o 12~02~2004 JC co.t
o 12~02-2004 JC coat
o 12-]1-2004 Jcco.t
o 01-31~2005 JC coot
o 02~2B~2005 JC coat
o OJ-31~2005 JC COlt
o 04~]0~2005 JC COlt
1~14-060 Po.t.\I,,/ov.rniqhtlCouri..r
o 06-]1-2004 JCco.t
o 05-31-2004 JCco.t
o 06~30~2004 JC co.t
o 07~31~2004 JC coat
o 09~30~2004 JC ca.t
o 10~]1~2004 JC co.t
o 11~]0~2D04 JC coat
o 12-31~2004 JC co.t
o 01~]1-2u05 JC COlt
o 02-26~~005 JC co...
o 0]-31-2005 Jcco.t
o 04-30-2005 JCcoat
'Op,,1nrinq
06~]1~2004 JC coat
OS-]1~2004 JC coot
o 06-]0-2004JCcoat
o 01-]1~2004 JC coot
o 09-30~2004 JC coot
o 10~31-2004 JC cest
o 11-30-2004 JCcon
o 12-31~2004 JC coot
o 01-31~2005 JC ceo..
o 02-26-2005 JC co...
T'--T~
Lut Updatl!:
Pe.cription
TheC"ntin..ntaIGroup,lotd.
JimK..Ul'
'-Y"
D5~D6-2D05
JC Zntri.o by Job
Tunuct!on types Indudllcl:
CosU
~
~ ~~
lIec clenng "en~Eu~eHype 1e.n
fJ-niOncing-Oth.. TetiOl
Inter...t u'p..nae
Inter..ot tl<p. Oct, Nou 'O~
I"tdeH EI<pO"C:. 04
Intu..~t exp Jan '05
Intu..t exp Feb 05
In....e.t EKp HAA 05
Int..a81;: !:Kp April 05
Lender 11 Totol
ALUlCl'lTt OISTI\ COST FDIlHP.Y 04
.lU.UlCATt OISTR COST rOR JUIlE04
l'lloLOCATt 01STR COST fOR JtJLI04
AlI"c.te [Jiatribut.ble Cest
AllccHeOi"tributiObleC"at
Allocote Outdbu...bh Co.t
Allocate dhtdblluble eo.t
ALl.OCATt DISTRIBUTABt.E COST
ALl.OCATt OISTRIBU'TABloE COST
AllecateDiat.ributil.bl.Co.t
Allecoh Di"tdbut.ble Co.t
171~00~
1552_1'rjLincoln1'te
Il..nt Toul
ALLOCA'I'E DISTRIBU'TABLE COST
ALLOCATE DISTil COST roR JUNE04
ALl.OCATt DISTR COST roR JULYO'
Allec:ate Oi~tributobh Co.t
Allee.te Di"tribut.bl. Co.t
Allee.t.. Distribut..ble Con
Al1"c.t"distribut.bleeo.t
ALUlCATE OISTIIIlll1TAllt.E COST
ALUlCATt DISTlllllUTABLE COST
Alloc.h Distribllt.ble Ce.t
Allecot..Oi.tribut..bleCo.t
P.rkin~ Teto1
ALUlCATE DISTRIIlU'TABLE COST
ALLOCATE DISTil COST rOR HRY 04
ALLOCATE OISTR COST roR JUNt04
ALLOCATE DISTR COST roR JUloY04
Allec.t..Diat"ibutiObl"c".t
Allec.t. DiatrU,utoble Co.t
Allecate Oi"tributobl. Cost
Rlloeot.. di.tribut.ble cost
ALLOCATE OISTIIIBUTABJ.E COST
ALLOCArt OISTRIBUTABLE COST
Alloc.t"OistributabIeCo.t
113004-3
1552-t"p.mae RIlpert
1'hon"-! Int."n.t T"UI
ALLOCATE OISTRIBUTAbLE COST
ALLOCATE DISTR cosT FOR J\1NE04
ALLOOlTE DISTR COST FOR JUU04
Alloeat..Oi.tribut.bl..Co.t
All"c.t. Oistribut.ble Coat
Cl1' Ce.t. Tronafen"d 10/04
Alloc.teDiatributlbl..Co.t
Allecate di~tribut..bl. eo.t
Alloc.t. Di.tribut..ble Ccst
Peat Cont"ol Toul
ALLOCATE OISTRIBUTABJ.E COST
ALLOCATE DISTR COST roll MIlY 04
ALI.OCATEDISTIICOS'l'FORJUIlE04
ALLDO.TE DISTil COST FOil JULY04
Alloeat" 01stribut.ble Co.t
Alloc:eteOiatr1but.bleCo.t
Allocilt.Oiat,,1butableCoat
All"c.teOiat"ibutabl..Cest
Allocat. Oiatribut.ble Coat
Alloc.t..diatdbut.bl.. cc.t
AL1.DC1\TE OISTRIBUTABI.E COST
ALLOCATE OISTRIBUTABloE COST
Alloc.t. Dist%ibutiOble Cost
Alloc:.te Distributsble Co.t
Supplie.Total
ALl.OCATE DISTll.lBUTASloE COST
ALUlCl'lTE DISTR COST roll. MIlY 04
ALl.OCATE DISTR COST FOR JUIlE04
ALLOCATE: OISTR COST FOR JULY04
Alloc:.t. DistdbuUbl.. C".t
Alloeat..01stributilbleCo.t
Al10c.t.. Oiatribut.ble Coat
AUoc.te dist"ibuU.b1.. ccst
AL1.DC1\TE IlISTRlBUTMLE COST
ALl.OCATE DISTRIBUTABLE COST
Al1"cate Distribut.ble ce.t
Allocat. Diatributebl.. C"st
postege/overnight/C"uri". Tetel
ALl.OCATE IlISTRIBU'TlUlLE COST
ALl.OCA'I'E DISTR COS'I' FOR AAY 04
ALLDCP.TE DIS'I'R COST rOil JUtlt04
ALLOCATE DISTil. COST FOil .ruLY04
Alloc.ts Oistril:>ut.ble Cost
Allocat.Oistribut.bl..C".t
1\110cilt.. llist"il:>utal:>l" C"ot
All"cat..distribu...blecost
ALLOCATE mSTIIIBlITPU'lLE COST
A.L:LOCl'lTE DISTIIIBlITPU'lLE COST
OS~12-2005
805,15000 JC 1034
80S,75000'
206,20844JC S65
31',441.52 JC 1239
16',22'.63 JC IUD
161,569.70 JC 16.0
16~, 6.6. 12 JC 2000
169,043.86 JC 2204
202,929.18 JC ~444
1.430,10445'
4,879.20 JC 179
2,921.S6 JC 780
],003.61 JC .81
2,"ll1.61 JC 64{1
2, B~1. 74 JC 1023
2,821.2] JC 1220
2,"ll2.54 JC 1435
1,047.00 JC 1123
691.61 JC 2100
134.23 JC 2287
961.19 JC 2451
162.50 AP 5413
25,510.62.
399.66 JC 161
1,135.97 JC 180
43.60JC 761
3"ll.16JC 640
392.IS JC 1023
401.26 JC 1220
]S5.66JC 1435
1'].09 JC 1723
100.85JC 2100
196.20JC 2287
153.05 JC 2451
3,694.ee.
590.49 JC 161
H5.17 JC 779
242.14 JC 760
685.40 JC .21
149.94 JC 640
761.56 JC 1023
502.06 JC 1220
915.63 JC 1435
H1.9B JC 1123
132.78 JC 2100
]02.04 JC 228.
236.65 AI' 4046
6,046.58.
].00 JC 767
6.18 JC 760
3.00 JC .81
2.25 JC 840
2.10 JC 1023
2,400.00JC 1120
2.70 JC 1220
2.62 JC 1435
.14 JC 2281
2,42].19.
429.86JC 16.
560.16 JC il9
51.20 JC 780
41S.96JC 181
639.81 JC 840
697.68JC 102]
919.(3JC 1220
919.43-JC 12]6
2,315.87 JC 12]6
761.29JC 14]5
310.45JC 1123
166.13 JC 2100
14B.27 JC 2287
252.]9 Jc 2457
6,le9.87.
348.91 JC 167
185.23JC 179
178.17 JC 7BO
33].16 JC 761
237.62JC 140
312.]8JC 102]
218.66 JC 1220
251.35 JC 1435
U3.09JC 172]
64.93 ,'Ie 2100
243.09 JC 2261
64.00JC 2457
2,551.42.
411.IS JC 761
769.S3 JC il9
10.81 JC 110
960.14 JC 161
892.49 JC 640
18.76JC 1023
853.46 JC 1220
391.32 JC 1435
631.50JC 1723
23].16 JC 2100
....'
""""~g
10-:n~2004
09-30~2004
1l~30-2004
12-]1-2004
01-31-2005
02~28-2005
0]-31-2005
04_](>_2005
06-31~2004
08-]1-2004
06-31~2004
09~](>~2004
10-]1-2004
U~30~2004
12-31-2D04
01-31~2005
02-28~2005
03_]1~2005
04-]0-2005
04~01~2005
OB-]1~2004
06-31~2004
06~31~2004
09~30~2004
10~31~2004
11-30~2004
12~31-2004
01-31~2005
1l2~28-2005
03_]1~2005
04-30-2005
06-]1~2004
06~31~2004
06~31-2004
06~31-2004
09~]0~2004
10-]1-2004
11-30-2004
12-31~2004
01~31~2005
02-2e~2005
03_]1~200S
12_0e_2004
06~31-2004
06.31~2004
06-]1~2004
09-30~2004
10-31-2004
10~]1-2004
11-JO-2004
12-31~2004
03~31-2005
06~31-2004
06-]1-2004
08_]1_2004
08~31-2004
09~30~2004
10-31-2004
11~30~2004
11-]0-2004
1l~JO-2004
12-]1-2004
01~31-2005
02~2B~200S
03-]1-2005
04-]0-2005
06~31-2004
06-]1~2004
06-]1-2004
08-31~2004
09~30~2004
lO-31~2004
11-30-2004
12~31-2004
01~31-200S
02-2B~2005
0]_]1~200S
04~30-2005
08~]1-2004
08_31~2004
06~31-2004
06_31_2004
09-30-2004
10~]1-2004
1l~]0-2004
12_]1~2004
01-31-2005
02-26-2005
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BILZIN SUMBERG BAENA PRICE & AXELROD LLP
A PARTNERSHIP OF PROFESSIONAL ASSOCIATIONS
200 SOUTH BISCAYNE BOULEVARD, SUITE 2500. MIAMI, FLORIDA 33131-5340
TELEPHONE: (3015) 37....-71580 . FAX: (305) 37......7593
E-MAIL: INF'OOBILZIN.COM . WWW.BILZIN.COM
Carter N. McDoweU, P.A.
Direct Dial: (305) 350-2355
Direct Fax: (305) 351-2239
Email: cmcdowell@bilzin.com
April 28, 2005
VIA FACSIMILE
Joanne Carr, Planning Director
City of A ventura
19200 West Country Club Drive
4th Floor
A ventura, Florida 33180
Re: Lincoln Pointe
Dear Ms. Carr:
This firm represents the owner of the Lincoln Pointe property. As you know, our clients
and the City of Aventura ("Aventura") have had ongoing discussions regarding the
redevelopment of the Lincoln Pointe site since March 2004. On April 7, 2004, the City of
Aventura issued a letter advising that the Lincoln Pointe property may be developed with up to
526 residential units. In reliance on this letter, in August 2004, our client acquired the property
for $41,000,000 and embarked on the preparation of site plans.
Thereafter, our client met with City staff on numerous occasions and presented various
draft site plans for the City's review.
After numerous pre-filing meetings with the City, on December 14, 2004, our office filed
a formal Application for Site Plan Approval which incorporated a proposed site plan proposing
the demolition of two of the four existing structures, keeping the remaining two structures and
proposing the addition of a modern new building. The total proposed density was 526 units, in
accordance with the City's April 7, 2004 letter. Our client obtained surveys, site plans, and paid
the City's filing fee. Despite the fact that the City was aware the existing residential units were
approximately 500 square feet and therefore a valid non-conforming use, we were advised by the
City that if the site was modified in any way for proposed redevelopment, that I) the remainder
of the site would have to comply with current City code or 2) the applicant would be required to
seek a variance from the City Commission. Granting of such a variance would require a
hardship under the City Code, a standard that would be almost impossible to meet. Although our
client did not agree with the City's position regarding non-conforming uses, our client followed
the City's direction and revised the site plan to eliminate all four of the current buildings and
proposed a single tower meeting the City's Code requirement, the revised application presented a
variance-free site plan.
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BIL21N S~MBE~G BAENA PRIC'& AXELROD LLP
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Joanne Carr, Planning Director
City of Aventura
April 28, 2005
Page 2
On February 16, 2005, our office submitted a Supplemental Letter of Intent with the
revised plans. The revised site plan was designed with a single building and attached parking
garage in accordance with the City Code and similar to other projects that had been approved
under the Code. The City then advised that the site is subject to "Zoning in Progress" as it relates
to parking garages and that the parking garage must be incorporated into and no larger than the
footprint of the building. We requested clarification on this issue but were advised that it is
unclear what the City Commission intended with the parking garage and therefore the City was
unable to advise if the application would meet the intent of the City Commission at the time of
adoption.
In direct response to the City's assertion that the property was subject to Zoning in
Progress as it relates to the parking garage, our client thereafter provided for a revised the site
plan to provide residential units atop the parking garage such that the entire garage was within
the building's residential core.
On March 7, 2005, the City conducted its development review meeting regarding the
further revised application, and provided draft staff comments at the meeting. Comment number
one of the City's General Comment advised that the City has published notice of "Zoning in
Progress" relating to parking structures. The City further advised that until the issue was
discussed and an ordinance passed, it cannot be determined if the proposed site plan complies
with the intent of the City Commission as it relates to Zoning in Progress. Our client revised the
site plan to comply with the City's explanation of the proposed parking garage ordinance even
though there was not even a draft ordinance to follow, and incorporated the garage into the
building envelope, yet the City staff advised that as they were not sure what the ultimate
ordinance would entail, and essentially any building with a parking structure was on hold until
the City acted on the parking garage issue. The City instituted a de facto moratorium. The net
effect was to unduly delay the application. This is not the intent of Zoning in Progress, does not
meet the lawful criteria for an emergency moratorium and does not evidence good faith by the
City.
In response, our office obtained a copy of the audio cassette tape of the commission
workshop. From the cassette tape, we discerned that the Zoning in Progress should not even
apply to residential structures. We submitted a letter to the City detailing that in fact Zoning in
Progress related to parking garages did not apply to the residential structures, and pointing out
that during the workshop, the City specifically advised that it only applied to the office park, MO
and B2 districts. The City on April 14, 2005 issued a letter agreeing with this position and
receded from its previous stance that the application could not be processed based on Zoning in
Progress.
MIAMI 877808.6 7592420873
B/L2IN S~MBE~G BAENA PR/C'& AXELROD LLP
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Joanne Carr, Planning Director
City of Aventura
April 28, 2005
Page 3
Unfortunately, this Zoning in Progress was just one in a series of deliberate actions by the
City to unreasonably and unfairly delay this application.
The City's draft development review comments of March 7, 2005, also noted that neither
the City's consultant nor the Police Department have provided comments to date. Since that
time, we have made numerous requests for copies of the police and traffic review in order for our
application to proceed. We have been advised that these comments are not yet available. Again,
one can only assume that there is a preordained attempt to delay this application until such time
as a moratorium could be imposed.
Further, the City advised that the entrance drive, which is a private drive, not part of the
application and owned by unrelated private third parties, must be brought up to current City
standards in order to issue site plan approval on the property. This is despite the fact that the
entrance drive is a private driveway and not a public road and is previously platted separate
grandfathered parcel. The driveway issue was first raised in late January or early February, and
was never raised during prior meetings with the City when the original revisions of the site plan
were shown to the City for review. Our office submitted three separate letters providing the
legal basis why the condition was legally invalid. We have repeatedly requested a written
opinion from the City and we have not received any formal notification to justify the City's
position.
We have now filed an appeal of this administrative decision. It is clear from the
moratorium workshop held on April 21, 2005 that the political atmosphere is driving the City's
delay. Every effort by our clients has been met by City actions to improperly stall the approval
of this application despite the application being complete and ready for approval by the City.
While we assert that improvement of the adjacent private property is not a legitimate factor in
our client's approval, if the City insists the driveway must be improved to the City standards, we
suggest that the City incorporate this as a condition of approval so that we can seek further
review by the City Commission or the courts of this issue.
We believe this is the only outstanding issue pending before the City in order to issue its
administrative site plan approval aside from the unjustifiably delayed comments from the Police
Department and traffic division. Our client should not be subject to a de facto moratorium by
mere delays in responses from the City's own staff, when our client has revised the site plan to
incorporate the parking garage, even though they did not have to, and when all other aspects of
the application are complete and ready for approval.
The City is acting, and has been acting, in bad faith manufacturing reasons to delay our
project as if the moratorium had already been adopted by the City of Aventura. In an attempt to
circumvent the legal requirements of an emergency moratorium, the City has now issued a new
"Zoning in Progress" notice as to all redevelopment projects. This new "Zoning in Progress"
MIAMI 877808.6 7592420873
BILlZlN 'S~'MBE~G BAENA PRIC'& AXELROD LLP
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Joanne Carr, Planning Director
City of Aventura
April 28, 2005
Page 4
edict is defective, as a matter oflaw, in that it creates a total uncertainty as to possible actions by
the City Commission. No rational person can possibly make any informed decisions as to
redevelopment proposals and is placed in the same position as if a full moratorium is in place.
The City has attempted to do indirectly which it can not do directly, create an emergency
moratorium. This will not pass legal muster and should be rescinded.
Thank you for your attention to the foregoing.
CarterN. McDowell
CNM\wp
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City of
A ventura
Government Center
19200 West Country Club Drive
Aventura, Florida 33180
SUSAN Gorru..
MAroR
Mr. Brian Adler
Attorney at Law
Bilzin Sumberg Dunn Price & Axelrod LLP
2500 First Union Financial Center
Miami, Florida 33131-2336
COMMISSIONERS
'lEV AuERBACH
Bo. DIAMOND
HAAAY HOl2.ERO
BILLY JOEL
MICHAEL STERN
Luz URBrAEZWEINBERO
April 14, 2005
EPJC M. SOROKA, ICMA.cM
em MANAGER
Re: Lincoln Pointe
Application for Site Plan Approval
Case File No. 04-SP-05
Dear Brian:
Further to your letter of March 25, staff has reviewed the audio tape from the
October 21, 2004 City Commission workshop meeting and finds that the
proposed parking structure regulation revision related to commercial zones only.
Therefore, the zoning in progress currently in effect does not affect the residential
development proposed by your client.
~
Joanne Carr, AICP
Planning Director
c.c.: Eric M. Soroka. ICMA-CM, City Manager
David Wolpin. City Attorney
PHONE: 305-466-8900 . FAX: 305-466-8939
www.cityofaventura.com
..,
",-0
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BILZIN SUMElE;RG BAE;NA PRICE; & AXE;LROO LLP
A PARTNERSHIP Of' PROFESSlONAL ASSOCIATIONS
200 SOUTH BISCAYNE BOULEVARD, SUITE 2500" MIAMI, FLORIDA 33131-53<40
TEL.EPHONE: (305) 37....-7680 .. FAX: (305) 374-7593
E-MAIL: INFOOBILZIN.COM .. WWW.BILZIN.COM
Brian S. Adler, P.A.
Direct Dial: (305) 350-2351
Direct Fax: (305) 351-2206
Email: badlel@bilzin.com
March 25, 2005
VIA FACSIMILE
Joanne Carr, Planning Director
City of Aventura
19200 West Country Club Drive
4th Floor
Aventura, Florida 33180
Re: Lincoln Pointe/Application for Administrative Site Plan Approval
Dear Ms. Carr:
The City's pOSItIon during our development review meeting concerning the Lincoln
Pointe proposed development was that the parking garage is subject to "zoning in progress" as it
relates to the Lincoln Pointe property. The City, under its general comments on page 3 of the
draft comments dated March 8, 2005, advised that a notice of zoning in progress relating to
parking structures was published.
In reviewing the audio tape of the City of A ventura's October 21, 2004 workshop, it is
clear that the workshop only addressed parking structures in non-residential districts. Attached is
a copy of a draft ordinance that was prepared in connection with the workshop, which only
references use regulations in the office park and MO districts.l The City further expanded the
discussion to the B2 district, but did not expand its discussion to any of the residential or Town
Center districts. In fact, the council members and City Attorney discussed a notice of zoning in
progress as it relates to all the commercial zones. Cliff Schulman, the attorney representing the
developer of the town center, inquired how the "zoning in progress" would affect the town
center. Mr. Schulman was advised that the town center is a different zoning category. Ms. Carr
then advised that the "zoning in progress" only pertains to the B2, MO and office park districts.
Section 31-77(h) of the City of A ventura Land Development Regulations provides, under
subsection 3, that the "zoning in progress" commences "upon the date that notice of zoning in
While the draft ordinance proposes to amend the definition of building envelope, and references residential
districts, this proposed change merely higWights that a distinction is being drawn between the applicability of the
proposed ordinances to non-residential structures as opposed to residential structures as it relates to the applicability
of the proposed ordinance.
MIAMI 868640.1 7592420873
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BILZIN SUM BERG BAENA PRIC~ AXELROD LLP
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Joanne Carr, Planning Director
City of Aventura
March 25, 2005
Page 2
progress is published in a newspaper of general circulation in the City and shall continue in
effect for a period from the date of notice until the subject change, with or without amendments,
shall have been approved or disapproved by the City Commission or for a period of three
months, whichever is sooner."
The notice of zoning in progress is only applicable to the office park, MO and the B2
districts, and therefore does not apply to the Lincoln Pointe property. Additionally, if the City
determines that the proposed zoning in progress, in fact, does apply to the Lincoln Pointe
property, which we do not concede, the Lincoln Pointe application was filed December 14, 2004.
The notice, which commences the effective date of the zoning in progress, was not published
until January 18, 2005. Therefore, we respectfully submit that the zoning in progress does not
comply to the pending application by Lincoln Pointe.
Finally, should the City determine that residential structures are subject to the zoning in
progress, and that the zoning in progress in fact applies to the Lincoln Pointe proposed
deyelopment, which again we do not concede, a review of the site Plan reveals that the proposed
structure in fact conforms to the definition of building envelope as drafted in the proposed
ordinance.
Thank you for your attention to the foregoing. If you have any questions regarding the
attached, please contact me at 305-350-2351.
~~
BSAlwp
cc: David Wolpin
Tom Brinkley
Stanley B. Price
MIAMI 868640.1 7592420873
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May 11, 2005
Ms. Joanne Carr, AICP
City of Aventura
t 9200 West Countly Club Drive
Aventura, Florida 33180
RE: LINCOLN PONTE
TINTER ASSOCIATES, INC. PROJECT NO. 01-2DS1W
Dear Ms. Carr.
As requested by your office, and in accordance with our contract with Craven Thompson and
Associates. Inc.. this firm has examined a Traffic Impact Study prepared by Transport Analysis
Professionals. Inc, in February of this YElar. The report addresses traffierrelated impacts
associated with development of 526 condominium units on property currently oca.Jpied by the
285-unit Lincoln Pointe rental community. The property proposed for redevelopment with this
application is located south of Williams Island Boulevard (N.E. 183'" Street) immediately west of
N.E. 31~ Court within municipal limits ot the City of Aventura. In accordance with our review the
following comments are offered:
Modified Redevelopment Plan
.. Access to the proposed Lincoln Pointe development will, according to the site plan, be
accomplished through one" two-way access location serving the on-site parking
garage. A circular drive with a porte cochere, a Water feature, and an additional garage
access point provides a secondary access location approximately 240 feet south of the
primary garage ingress/egress location. The elimination of multiple existing access
locations and back-oul parking along the private road shared with the Biscayne Cove
residential development should serve to eliminate potential points of conflict and
provide for a more efficient accessway.
. The Applicant should, however, comment on the driveway offset shown on the site plan
at the northern access location and the resuking maneuver required to enter and exit
the parking garage from the private road.
Existing Traffic Conditions
. Prior 10 analyzing the turning movement data collected in December of lasl year the
Applicant should adjust the volumes, if necessary, to reflect peak season conditions.
t.Ia,-Il-lOOS 10:31.. F,,~-TINTER ....OCI~TES INe
954 484 9611
HID P 003/003 F-l49
City of Aventura
May It, 2005
Page 2
site Traffic
. A review of the trip generation methodology shows the Applicant has provided a
conservallve analysis in determining additional traffIC-related impacts associated with
the proposed development
Signalized Intersection Operation
. Prior to layering project-related traffic onto existing traffic volumes. the Applicant should
address expected project buildout of the new development. background growth. if any,
and traffic from approved but unbuitt development. if appropriate.
The Applicant has submitted a relatively conservative study that shows the traffic signal studied
currently operates at Level of Service 'C' and is expected to continue to operate within these
parameters upon bulldout of the Uncoln Pointe redevelopment. The Applicant should, however.
address the concerns expressed above prior to issuance of site plan llpproval by your staff.
tn previous discussions with your staff concem has been expressed relative to the adequacy of
N.E. 31~ Court connecting the Lincoln Pointe development to Williams Island Boulevard. It Is
my understanding N.E. 31 ~ Court south of Williams Island Boulevard Is a private road. Section
31-232 entitled 'Subdivislon Design Standards' clearly states that private local streets may only
be permitted within the City when the design and construction of such streets meets or exceeds
the minimum standards and specifications as outlined within the LOR's for public streets.
Section 31-232 further requires the geometric design of streets to conform to the minimum
standards established by the Manual of Uniform Minimum Standards for. Design, Construction,
and Maintenance for Streets and Highways, prepared by the Florida Department of
Transportation and A Polley on Design of Urban Highways and Arterial Streets prepared by the
American Association of Street Highway and Transportation Officials (MSHTO). City staff
and/or the City's civil engineering consultant shOUld review the site plan for conformance to
these standards if deemed applicable.
The above statements summarize our findings relative to the request for Site Plan approvat of
the proposed redevelopment. As aiways, should you have questions regarding our review
please do not hesitate to contact me directly.
Very truly yours,
<Y8'~ ~
J. Suzanne Danielsen, P.E.
Senior Project Engineer
JSD:fmt
Wl21lO1.uID1.2OS1\o1rGl.ZOS1",.oo1R
Tmter Associates, Inc. . Transportation Engineers
.
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BIL.ZII'I SUMBERG BAENA PRICE & AXELROD LLP
A. PARTNERSHIf~ OF PROFESSIONAL ASSOCIATIONS
200 SOUTH elSCAYNE BOULEVARD, SUITE 2500. MIAMI. FLORIDA 33131-15340
T!:LEPHONE: (305) 3741--7580 . FAX: (3015) 37......7S83
E~MA1L: INFOOBILZIH.COM . WWW.BILZIN.COM
Carler N. McDoweU, P.A.
Direct Duu: (305) 350-2355
Direct Fax: (305) 351-2239
Email: badler@bilzin.com
April 19, 2005
Joanne Carr, Planning Director
. City of A ventura .
19200 West Country Club Drive
4th Floor
Aventura, Florida 33180
Re: Appeal of Administrative Decision
Dear Ms. Carr:
I attach our appeal of administrative decision as it relates to the Lincoln Pointe driveway
issue. I also attach our client's check in the amount of $650.00 representing the filing fee for the
appeal along with the requisite mailing labels required with the appeal.
Thank you for your attention to the foregoing.
/wp
MIAMI 875020.2 7592420873
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BILZIN 5UMBERG BAENA PRICE & AXELROD LLP
A PA~TN[RS"'I~ OF' PAOF'tSSIONAL ASSOelATIONS
200 SOUTH BISCAYNE eOULEVARD. SUITE 21500. MIAMI, FLORIDA 33131-5340
TELEPHONE: (30!5) 37-4-7580 . FAX: (30e) 31'4-7693
E-MAIL: INFOOBILZ1N.COM . WWW.!lILZIN.COM
Carter N. McDowell, P.A.
Direct Dial: (305) 350-2355
Direct Fax: (305) 351-2239
EmaU: cmcdowell@bilzin.com
April 19, 2005
Erik Soroka, City Manager
City of Aventura
19200 West Couptry Club Drive - 4th Floor
Aventura, Florida 33180
Re: Appeal of Administrative Decision Regarding Requirements Related to
Driveway Entrance to Lincoln Pointe Property
Dear Mr. Soroka:
Please consider this our formal request, pursuant to Section 3 I -83, to .appeal the
interpretation of the City of Aventura's Planning Director and City Attorney concerning the need
to widen an existing private driveway in order to redevelop the Lincoln Pointe property.
This appeal involves the City's purported requirement for improvement of a private
access drive leading to the subject property. On February 7, 2005 (Exhibit A), March 2, 2005
(Exhibit B) and March 16, 2005 (Exhibit C), we submitted letters with documentation and case.
law supporting our contention that it is inappropriate and not supported by the City Code for the
City to seek to require the applicant to widen and improve to current City standards a private,
previously platted, already existing private drive (as opposed to a public or private street),
especially where the drive was originally approved to service approximately 20% more units
than being sought on the Lincoln Pointe property. The drive is owned by private parties over
which our client has no control and no eminent domain authority, and the private drive is not a
public street.
While we have not received a formal written response from the City of A ventura to our
letters, we have been advised that a written determination from the City will be forthcoming
advising our office that the City does not agree with out interpretation and that as part of the
redevelopment of the Lincoln Pointe property we will be required to improve the private drive to
a 50 foot roadway.
Not only is the subject requirement unsupported by the City's Code but is resulting in
extended delay of the administrative approval of the Lincoln Pointe development during a time
when the City is seeking to enact a moratorium. Further, the result of this interpretation is to
require the application to proceed to public hearing when it otherwise is entitled to administrative
MIAMI 875031.3 7592420873
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BILZIN SUMBERG BAENA PRICE & AXELROD LLP
Erik Soroka, City Manager
City of A ventura
April 19 , 2005
Page 2
approval to require redevelopment of the property to proceed for City Commission approval at a
public hearing when the redevelopment of the property is entitled to administrative site plan
approval.
As the City is aware, beginning in March and April, 2004, the City was approached with
the potential redevelopment of the Lincoln Pointe property. At that time, the City of Aventura
issued a letter advising that the property may be redeveloped so that any remaining City
requirements at a density of 60 units per acre for a total of 526 units.
Thereafter, our office and the developer met several times with the City with proposed
site plans and as a result of those meetings filed an application with the City of A ventura for
administrative site plan approval on December 14,2004. Through this process, we have been
met with a series of obstaCles though the project meets the City's Code.
Please note that in our appeal, we intend to rely on the City of Aventura Code Sections
31-171 and 31-172 regarding "driveway standards" which provides that the maximum width of
an'\' drivewav for multi-fami]v residential developments shall not exceed 36 feet in width as
opposed to the City's purported requirement that a 50 foot wide right of way be provided.
Additionally, we intend to rely on Sections 31-231 and 31-232 regarding the defmitiOIi of streets
versus driveways, as well as Section 31-78, regarding when platting is required. It is our
contention that because there is no subdivision of land, no rep]at is required and the existing
driveway is therefore grandfathered as a non-conforming lot of record and that improvement of
the private property should not be a requirement .of an application on adjacent private property
owned by third parties. We therefore also intend to rely on private sections 31-271 through 3]-
278.
Further, we intend to rely on Section 3] -3(b )(5 ) which provides that the pro'\'ision of the
LDRs "shal] not affect development for which a building permit has been issued on or before the
effective date of the initial adoption of these LDRs. . . ."
Because the roadway was completed and is not being sought to be altered as part of our
development, the City is without jurisdiction by its own code to require alterations or
improvements to that property. .
Based on the foregoing, we respectfully request the City Commission reverse the
decision of the Planning Director and City Attorney that redevelopment of the Lincoln Pointe
property will require the widening of a private road over which the applicant has no ownership or
control. Such a requirement if enforced would clearly constitute an inordinate burden upon and a
taking of ~rivate property.
MIAMI 875031.3 7592420873
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8,LZIN SUMSERG 8AENA PRICE & AXELROD LLP
Erik Soroka, City Manager
City of Aventura
April 19, 2005
Page 3
Thank you for your attention to the foregoing.
CNM/wp
cc: Joanne Carr, City Planner
Claudio Stivelman
Tom Brinkley
David Wolpin, Esq.
Stanley B. Price, Esq.
MIAMl 875031.3 7592420873
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BILZIN SUMBERG BAENA PRICE & AXELROD LLP
'" PAR"fHERIioH1P or PAOrI:S&IOHAL ,r..sSOCIATIO...
200 SOUTH 81SCAYNE BOULEVAFlD. SUITE. 2500. 'MIAMI, FL.ORJC.A 33131-"'3....0
,.~LEPHONI;: t308) 37.-7&80 . FAX: t3051 37.-715.3
Brian S. Adler, P..A.
Direc, Dial: (305) 350-2351
Direct Fax: (305) 351-2206
EmDil: bo.dler@bUzj".colIJ
[:.......IL: IHf"OOBILZIN.COIol . WWW.elL.%.IN.cOW.
February 7,2005
. VIA FACSIMILE
David Wolpin, Esquire
Weiss Serota Helfman et a1.
2665 South Bayshore Drive
Suite 420
Miami, Florida 33133
./
,
Re: Lincoln Pointe Application for Administrative Site Plan Approval
17900N.E. 31" Court (the "Property")
Dear Mr. Wolpin:
1. BACKGROUND
The above Property is currently the subject of an application for Administrative Site Plan
Approval with the City of A ventura. Please allow this letter to further support the reasons
presented on the telephone to you and to Ms. Carr regarding why improvement to the private'
access drive leading to tbe Property should not be included as a condition. to our client's
approval.
ll. CURRENT USES
The Property currently houses four separate nonconforming residential buildings. The
City determined that if our client seeks to redevelop any portion of the Property, all structures
and uses (including existing parking) must be I) brought up to Code, even if this meant
demolishing all structures on site; or 2) approved with a variance through the public hearing
process; or 3) bring the existing structures into 'compliance with the Code. As the City is aware,
the current existing residential units consist of 500 square foot units. In preparing revised plans
for its pending application for Administrative Site Plan Approval, our client bas decided to seek
.,
MIAMI 855869.1 7592420873
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BIL~IN SUMBERG BAENA PRICI. AXELROD LLP
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David Wolpin, Esquire
February 7,2005
Page 2
a single building without any variances as the current units and parking do not meet Code:
Thus, our client is bringing nonconfonning structures and uses into compliance with the City's
LDRs.
Ill. NON-CONFORMING LOT
The Property lies at the southern end of a peninsula, and itself has no direct access to a
public road and therefore has no frontage on the public street. The Property's sole vehicular
access is through a non-exclusive easement ingress and egress and utilities.
I
Article xn of the City of Aventura Code, Sections 31-271 through 31-278 govern
nonconforming lots. The majority of these provisions address nonconforming ~ and
nonconforming structures. as opposed to nonconforming lots.
The current lot is a nonconforming lot in that its physical characteristics do not meet the
requirements of the City of Aventura Code in that the Property does not front on a public road.
A nonconforming lot, as distinguished from a nonconforming use or structure, is a finite parcel
of property. This lot was planed prior to the adoption of the Amended City's Land Development
Regulations (nLDRs"). Sections 31-272 through. 31.277 of the Code governs expansion,
discontinuation, abandonment, change, repair, reconstruction, alteration, enlargement or moving
of nonconforming uses and structures. The City's Code distinguishes between nonconforming
uses and structures on the one hand, and nonconforming Jots on the other, in that a property
owner has greater control over the edifices contained on the Property but is constrained by the
physical characteristics governing of the land itself. A properly platted lot, especially one like
Lincoln Pointe which is land locked by other properties at the south end of a peninsula, and
which only has access through an easement, does not afford the same control to the property
owner. The property owner cannot exercise eminent domain rights similar to a governing
municipality such that it can improve an adjacent private property or acquire private property
from an unwilling Seller or constrained by a recorded conservation easement.
The City's Code address nonconforming lots (as opposed to uses and structures) under
two provisions. Section 31-271 provides:
Any nonconforming use, structure, or lot which lawfully existed as of the
effective date of these LDRs and which remains nonconfonning, and any
use, structure, or lot which has become nonconfonning as a result of the
adoption of these LDRs or any subsequent amendment to these LDRs may
I Our client's decision to construct a single structure was panially based on the detennination that r~onfiguring the
existing structures to meet the City's Code would provide units tha~ while meeting the City's Code, would nOl
produce a marketable Iloor plan at an acceptable price commanded by the current market place:.
MIAMI 855869. I 7592420873
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8IL~IN SUMBE:RG BAE:NA PRIC" AXE:LROD LLP
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David Wolpin, Esquire
February 7, 2005
Page 3
be continued or maintained only in accordance with the terms of this
chapter. (Emphases supplied).
Redevelopment of a platted lot with uses and structures that conform to the City's Code is in
accordance with the referenced chapter.
Additionally, Section. 31-278, entitled Nonconforming Lots of Record, governs
subdivision of nonconforming lots when two or more contiguous, vacant nonconforming lots of
record are in a single ownership. By clarifying that it is governing lots that are under a single
ownership, the City, in adopting its Code, inherently recognized that a property owner only has
control over Jots or properties that are under its ownership.
)
The subject property is a nonconforming lot that is the subject of a current application.
The entrance drive that the City is requesting be improved as a condition to the administrative
site plan approval is actually not a public roadway but private property. outside the legal
description of the subject application and outside the ownership or control of the applicant. The
subject lot is a nonconfonning lot of record that was properly platted in 1979 as Tract D
Admiral's Port, Section 1, Plat Book 113, Page 51 and remains a properly and legally platted
parcel. This property is a legal pennissible lot. hnportantly, as you will note from a copy of the
attached plat, the Easement also was platted as a separate parcel and was recorded of record.
Our client does not seek to alter the lot but to maintain the lot, (as opposed to the uses or
structures on the lot), in its existing condition and therefore redevelopment would comply with
,Section 31-271 of the Code of the City of Aventura governing nonconfomring lots. Had this
been an application to subdivide the lots; then the City possibly could assert that Section 31-232
applies and the drive must confonn to the City Code. However, a clear distinction must be
drawn between 1) seeking development approval on an existing properly platted, nonconfomring
lot; and 2) the subdivision of lot. The provisions regarding access drives are addressed under
Sections 31-232 of the City Code governing subdivision oflots. Our client is not presenting an
application to subdivide the lot.
Redevelopment of the subject parcel should not be treated differently than development
of this parcel had it been vacant. It would be potentially confiscatory for the City to take the
position that the subject parcel, if vacant, could not be developed without a variance as this is a
legally existing, properly platted, nonconforming lot.
The City's request would be akin to requiring the Publix adjacent to A ventura Mall to
improve the A ventura Mall ring road, which is owned by a separate entity, solely because the
Publix site will be partially accessed from the private ring road over and across an easement.
This would leave a private property owner at the whim of an adjacent properly owner.
)
MJAM1855869.17592420873
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BIL~It.J SUMIl!:RG 8AENA PRIC-' AXELAOD LLP
.
David Wolpin, Esquire
February 7, 2005
Page 4
IV. CONSERVATION EASEMENT
Additionally, not only is driveway (1) not a part of the legally existing platted lot, (2) not
under the control of our client, (3) not under the ownership of our client, but (4) is also subject to
other regulatory governing agencies. In 1984, the Miami-Dade County Department of
Environmental Resources Management ("DERM") acquired a conservation easement on the
private drive. The effect of the conservation easement is to limit the area within which the drive
. access may be developed. While the County and DERM did not take title to the property subject
to the conservation easement, the portion of the property under the conservation easement is
subject to regulatory taking such that the expansion of the drive is not only outside our client's
control because of ownership reasons but is otherwise restricted by another government Bl!ency.
V. ADDITIONAL LEGAL SUPPORT
Both under Florida Jaw and the national prevailing view, legal nonconforming uses and
lots are constitutionally protected vested property interest that may not be terminated unless until
the property owner has evidenced the relinquishment or abandonment of that property right for
some other use of the property. Our client is seeking to redevelop the Property which is contrary
to the relinquishment or abandonment of property rights associated with the parcel. Ofparticu]ar
importance to the Lincoln Pointe site, is the Florida case of Lewis v. City of Atlantic Beach. 467
So.2d 751 (Fla. I" DCA ]985). This case reviews the fundamental constitutional principals that
mandate provision for lawfully established land uses that predate zoning regulations or in this
case that are rendered nonconforming by governmental action. Though dealing with a
nonconforming use, this case is instructive for the Lincoln Pointe drive. In Lewis. the Court
reversed the City's effort to terminate a nonconforming lounge. The City's ordinance was silent
on what events would trigger termination providing neither for intentional abandonment nor
specified period of disuse. The City had intClJlreted its own ordinance to require termination of
the lounge upon evidence that the operating tenant had attempted to sell his liquor license and
had closed down the lounge. The Court rej ected these grounds as insufficient to terminate the
lounge use. The tenant's unsuccessful attempt to transfer or sell the underlying liquor license to a
different tenant in the Court's view did not signify a decision to forever forego the lounge use nor
was cessation of the use sufficient when the City had prevented transfer of the liquor license by
failing to certify the nonconforming use as lawful. Similarly, the requirement for the
conservation easement to DERM, on the access road to Lincoln Pointe, cannot be construed
within the penumbra of our client's control in order to require a variance for the drive.
Perhaps even more instructive is the case of Connor v. Chanhassen..81 NW 2d 789
(Minn. 1957). In Connor, the zoning ordinance sought to deny the plaintiff's the right to resume
their nonconforming business use of the premises after partial condemnation by the state. The
court found that ordinance was an unreasonable police regulation under state and federal
constitutions. Under Connor, the courts stated that if condemnation serves to activate a
MIAMI 855869.1 7592420873
...
~.
~
~
BIL~IN SUMBtRG BAtNA PRICfo. AXELROD LLP
.
David Wolpin, Esquire
February 7, 2005
Page 5
prohibition of a zoning ordinance so as to deprive the owners with the right. to continue the
operation of the business in their remaining portion of the track, it would constitute an
unreasonable and unconstitutional police regulation.
The City's regulations provide for property to be brought further into compliance with the
City's. Code by the eventual improvement or elimination of nonconformities. Our client is
seeking to remove four nonconforming structures on the Property and replace them with a single
conforming structures including meeting the City's minimum unit size. However, the City's
proposed interpretation of the Code require our client to conduct offsite improvements on
property not owned, controlled or part of its application precludes our client from replacing' the .
current nonconforming buildings on the site within a conforming development Additionally,
because there is a conservation easement across the subject drive, the City may unreasonably be
imposing an impossible condition on our client.
VI. REQUEST
Based on the foregoing, we respectfully request that the City reevaluate its position that
our client, in order to seek administrative development approval for a conforming strUcture on its
site, must conduct improvements on: I) private property; 2) that is not the subject of the
application; 3) that is owned by an unrelated private entity; 4} on legally existing, properly
platted parcel; and 5) that is the subject of a preexisting lawfully in place conservation easement
in favor of a controlling governmental body.
While our client is willing to assist in -the improvement of the drive, it would be
inequitable to include a condition that required approval of an adjacent property owner and
possibly an impossible condition given DERM's conservation easement.
2351.
Should you have any questions regarding this request, please contact me at (305) 350-
BSA/ph
Very truly yours,
~rx (fl
. B~9er
cc: Joanne Carr (via facsimile)
Tom Brinkley (via facsimile)
Stanley B. Price, Esq.
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A STRIP OF UPLAND AND ::;UllMI';RGI!D LAND IN l'ijE;' NE ,tN. ,QF S~C:rION 10.
TOWNSHIP 52 SOUTH, RAN~~ 42 EAST, DADE COUNrY...~RlP~. ~OUNDED
ON THE SOUTHEAST AND EAST IIY A LINE THAT I5'J 5 FEET' WATEp,WARD OF.
THt: MEAN HIGH WAn;1( LINt: 01" TIi~ NORTH LAGOON AT 'WI1.l-lAMS'ISLAND.
AND BOUNDED ON 1'IIE NOl(l'H. \.Jt::ST AND SOUTH BY. THE ,I"O,LLO\(UIG
DESCRlIIEO LINE: . . ~ .
COMMENCE AT Tin: NOl<THI~I':S'l' CORNJ::R Or' TilE IfE 1/4 OF SAID SECTION
10; THENCE RUN Ii B'J- '.n' 1~" I! ALONG 'rHE NORTH LINE OF THE NE 1/4
OF SAID SECTlON 10 FOR ^ DISTANCE OF 594.22 FEET TO THE l'OINT O~'
INTERSeCTION WI'fli THt:: ARC In' A CIRCULAR CURVE CONCAVE TO THE
NORTltEAST, THE CI::N'n:R (lJo' \.JIlICli IlEARS N 48".43' OS"',! FROM SAID
POINT OF' INTERSI':CTION; l'HENC.: RUN SOUTHEASTERLY ALONG TIiEf\.RC OF
SAID ~IRCULAR CURV!' CONCAV~: 'I~O 'l'Ilt NORTHEAST; HAVING A RADIUS OF
250.00 FEET, TllllOU(:li A CENTRAL ANGLE OF, 5 - 44'. 5 Z" . FOR AN ARC
DISTANCE OF 25.08 "Y.~:T: 'I'ln;NCE RUN S 8!1- '57' '''5~'.:W .,f.LONG THE'
SOUTH LINE OF TilE NORTIl 18.00 FEET OF THE HI!:, 1/4 .OF, SAID S1-:CTION
10 FORA DISTANCE 0.' 7'1.45 FI~l::T; THENCE RUN S 00- '0'2" 45" E FDR.'"
DI STANCE OF 63.82 Fl::ET TO 'fHl:: !'OlNT OF INTI::RSECTION; WITH' THE ARC
OF A CIRCULAR CURVE CONCAVE 'fO THE sourHWEST. THE CE.N'rER OF ~ICH
BEARS'S 17".10' 54" W 1"11011 SAIO POINT O~~' INTE;\l.SE;CTIP.N; THENC\! HUN
SOUTHEASTERLY ALONG THg MC 0.' SAID CIRCULAR'CURVE"'CONCAVE TO THE
SOUTHYj;ST, HAVING A RADIUS OF 308.00 FEET. TliROUGlI',J; ,CENTllAL
ANGLE OF 33" 26' 20", FOH AN ARC 01s'r~CE'OF 179.7~:' FEET TO A
POINT OF COMPOUND (;IJIlVATUUI'; Wl1'H THE ARC OF A Qi'.'iC!:J.W ,t;llRVE TO
THE RIGHT; 'fHt:NGE RUN :iOU'I'UICA!i'I'1::RLY ALONG T~E f.l/,C '.aF );AID .
CIRCULAR CUIlVE. ,'0 TII~ III GlI'r HAVING A RAOIUS,'O~S~4';;:;-6 'FEET,
THROUGH A CENTRAL ANGLI': 0.' 32 - 28' 46" f'QR AN 'A~dpSTANCE OF
206.66 FEET; THI::NCI': HUN S 06- 54', oo'~ E',''TANGEU.1)'T!J::,Tta.'LAST
DESCRlIlED CURve, f'llR A 01 S'fANGE OF 243'; 00 FEEr.':"T.tt~q~' J1.UN
. N 83. 06' 00" t: rOI( A 1l1S'!'ANCI! OF 26.00 'Fl!RT'~ .'1'0';'T\l~ PQINT OF
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EASTERLY BOUNDARY OF "ADMI KAL I S PORT SECTION '1. ~::M::qO.ROH~lO TO TIiE
PLAT THEREOF. RI::COllllEO IN I'LAT 1I00K 113 AT ~PAGl:.~l,~,oF ':T\i~ 'PUBl..lC
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S 83" 06' 00" W ~-OR I\. Ols'rANCE OF 34 nJ..;:, ~Jl,E'.Ci"'~.UHiS. :ro, TliE,
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THENCE RUN S 06. 54' 00" E rOR A DISTANCE OF'211t.50;.~E.t:T 'l'O:1J."HE
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SOUTHERLY ALONG 'fHE MC 0;' SAID CIRCULAR CURVf;. TO:,TH1: RIGil'l: .'
HAVING A RADIUS OF 91~.48 F~ET. THROUGH A CENTRAL ANGL& OF.' .
17. 46' OO~, FOR AN ARC DISTANCE OF 302.4~ FE~T; TH~NCE RUN
N 79- OS' 00" W. RADIAL "0 'l'IIE LAST DESCRIIlED CURVE,.FOR A
DISTANCE OF 19.00 ~'I::};'r TO 'rllt: I'OINT OF INTERSECTION WITH THE AkC
OF A CI RCULAR CU RVt:. CONCA VI:: "0 TilE NORTHWEST, TilE CENTEII. OF
IJllICH BEARS N 79. OS' 00" W ~'ROH SAID POINt pF I.N'IE,kSECTIOIII.. SAID
CIRCULAR CURVE "~ING 5.00 V~t~ ~OUTHEASTERLY OF AND CONCENTRIC
WITH THE EASTERLY 1l0IJNDAkY at' ShID PLAT OF "ADKl~'.S. PORT
SECTION 1"; THENCI:: 'I(lJN SUU'l'IIWEsn:RLY ALONG THE ARC OF SAID
CIRCULAR CURVE CONCAVE TO' TilE NOR'rkwEST, HA.VlI~C'" RADIUS BF
.956.48 FEET, THkOUGH A Ct;N'l'RAL ANGLE OF 25" OS' 47" FOR .Mf ARC
DISTANCE OF 418.95 FI':ETI 'I'IU,NCE RUN N 87' '32l OJ'! ~ F.OR. A'
DISTANC!:: OF 10 n:t:-r, MOl\~: OR LEllS. TO THE POINT OF .INTEiSECTION
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M^NGliOVE P~TIN(l AR~^;~~~Y';i;;~~;i1i;~s:!.)iJ~tf;J;t!}J.i:.'.i:
".: :"':'~~: '::~~h::'~dr''::~~:.:;i J;J;[~.....{....J:.:." ::
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'. .' .... ,....to' ...-:t~\,'!":r ."!~.G~ ~'-:../ I'" :
^ STInP OF UPLAND AND SUIlMl'RGEI) LAND 40 FEET: .IN W.lo1.:lf:lli TiU~.',-NS.'l
1/4 OF St:CTlON 10, 'I'OWNSHII' 52 SOUTH, RANGE 41': ~t';'~'P.APE..;CQJ..l.NTY~. :.
FLORIDA, LYING lS}'};!!T WA'l'I,RWAR.D AND 2S 'FEET. UN~W"'RQ~'9f.'tH!t.,.~...:,:
HIGH WATER LINE OF 'I'H!; NeR'1'H LAG,OON AT Wll.Ll~.J~~t!.;.P'J~~':?:,:~:, ' .
M~RE PARTICULARLY llP.SC1UIlED AS l-OLLOWS I.. .:. ~.,;:~' ~'~'J.'i't :'-i.~~;~\~"o. ..:+' "
COMMENCE A'r THE NOII.'J'H\J~::iT CORNj,;1{ OF THE Nil: 1/4. OF.'SAIP' SECTION.\ ~.
10, THENCE RUN N 89" 57' 15" E ALONG THE NORTH LINE'"O,. TKE,'N.! 1/4
OF SAID SECTION 10 FOR ^ IHSTANCH OF 594.22 FEin' ,TO THE PCll~:r 0.'
INTERSECTION WITK "IIE AI(C Or' A Cl~CULAR CURVE . CONCAVE' TO THE .
NORTHEAST, THI:: O:N"J'I,R O~' \iIIICli l$&ARS N 48" 43' 05" E 'FROM' SAID .
POINT OF INTERSl;C'r1l)N: Tln:wCE RUN SOUTlfEASTERLY ALONG THE' ARC OF
SAID CIRCULAR CllIl V I': CONI:^VI': 'l'll TilE NORTHEAST, .IiAVI~P A RADI.US 910'
. 250.00 }'EI(T, 'nUl.llUI:1I ^ Clm'/'RA1. ANGLE OF 5. 44~ 52~<r'Q'R'1IJi AJl..C ' "
OIli'l'ANCI:: 01' 25.011 )0'1;1':1': TIIl':NCI': RUN S 89" 57':',1~'!. W..{'J,.PNGJl'It,lt . .'
SOUTH LINE O~' 'rlll~ I~()krll 1H.UO n;ET OF THE NE"i)4 O"'~/.lD.~ECTIOJll
10lfOR A DISTANC~: m' 7'J.4~.fI::I::T; THENCE RUN S'<lO'.,O~'.4:5!'dt FOR A
DISTANCE OF 63.82 I-'I::E1' '1'0 THE 1'011'11' OF INTER~ECT10ti .W1Tl-\.TH~"AflC.
OFI A Cl RCULAR' CURVI, CONCAV~ TO TilE SOUTliWEllT .f':' TIii:r:~~JiT~R' Of.1:WlHCH
BE{\RS ~ 17. 10' 54" \l FilUM SAID POUlT QrINT&I\S~~(>JRi...Tli~~: .Rl!~
SOUTHEASTERLY AWl'll; TH)'; AIlC O~' SAID CIaCU~R,;':cUi:VE~ C.QNCAV;E.(lt~!;.:.1H.Jl
SOUTHWEST, HAVING A RAlllUS OF 308.00 FEET,: 'l'~~~.~):+EN,;r.Mij: ::'\.:~:
ANGLE OE 33. 26' 20", HI\( ~ ARC DISTANC~ o~:.;,~..y.9,:u~,~t;T;?fQ'i#:"" ..'. . .
POINT OF COtlPOUND CURV^1'UK~ WITH THE ARC 6F":A.:'CIaS(U.u.R>CV~V,~;'T~1 :
THE RIGHT; THENCE IIUN ~iOIJ'l'IlEASTER1.Y ALONG TllE"i~C'::i?F~AlD.:~";::}~".:.. l .
CIRCULAR CUIlVE TO TH~: IUCJj'j' KAVINC A RADIUS 'P,F:,~~~;.,~6:.f,E&1.ii~.:',::,..
" THROUGH A CI::NTRAI. ANGLg O~' :J2. 28' li6" fOIt: JJf.:;Allf;;'f.Jll.$rA#PJ!:.:."o.f.!i~':<;.
20,6.66 FEET; TIIUNC" KUN :; 06. ~4' 00" Ei TANG~]>:!fe..:;Hi ~:.:.:;<.) :
DESCRlIlED CURV~. rOR A nls'rANct: OF 243.00 FEm';;'~~'I.~f''''t::.(.:, .
Ii 1s3' 06' 00" ~: FOR A Ill$'I'ANCE OF 50 FKE1..,I1Q1\~f:~~IX~~~~;':'~.f~HE~....
p~iN1' OF INTERS~:CTION \l1'l'1i THt: MEAN HIGH:\oiATEi!' tln~f:;'tRE~P~..'l'It:-.. .
LA:GOON AT WI LLlAMS I SLIIND, SAID POINT 01 'l~Tt'R~~~Jt!~.f;{~~~ll~",: .
PqINT OF BEGINNING O~' THE ItERElN DESCRIBED"~~~~:I\:;()1.i:::u.ll~M,il!~f;f::.:{L.
SUBMERGED .LAND; THENCE l,n:ANDElt NORTHWESTER~~~EA'. t~~)l,.l1-'t~.~{t?l:,:"
AtONG THe MEAN lllGli \.IATlm I,INE OF TilE NORTI:\,':1.,M.':P.P. ;,' ..:-:W~'1:i~l'~:'/..;L.
'. ~i~~8~gR S~K~~ Si,~N~~L~r,U 5 ~~o L;;5~M~~~~6' ~m'~:Jf:;:;'fi~-tT~f?:..i ~:::lr .
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ALL THAT PORTION TIIBIU:llll1'IfA'l' l.lES WESrE(l.Lr"OF::tij~;'if.-9!-,1-,Q!t.J)lfW,;":i ::.
DESCRIBED LINE: . "';:"':!;;::~\iq3~{'~~;~',,'~ ,'" .
. ..'..... I,. .... ....,_\7'.t.~ .' ")"'Q~ A' .
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COl1MENCE A.'f '1'IU:: l'/OKTHWI'::I'l' ,;OKNlm OF THE..tll{.J.l4: ;;i)P" 'S~lp:.:'S};QSIQ.N"
10; THENCt: RUN N BY" 51' IS" t: ALONG THE No~rH J..IN~:'PF'11:l1C,#E 1/.
OF SAID SECTION 10 FOR ^ DISTANCE OF'594.~~!,~fW~:~~~~f:(~~~.r ~r
: '"..II!'. !.:.,._.~,.,~r.. .' ".U , ~.' .
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~~ii~~~~i~~~H~l~~N:f.~li ~~t: II~~'C~ ~~i~~R 4i~~~.f~~~~tf~~:~f~~/}.t ..':
POI N'li OF I NT l::RSEc.ur I ON : Tm:NCt: lION SOUTHEASTERl3.; 'ALO~~~'::~Jj..~::9..\\~:'
SAID pRCULAR CURVE GONCIIV~ TO "1'111:: NORTHEA,sT. '.ijAVl~]f~MP,1U$'~'P'-'F
250.0;0 FEET. TIiROUCIl A CEN'I'IlIlI. ANGLE 'QF 5-44r'5~"':PO~:~",.;ac;.},',""::
OIST~CE OF 25.08 fEI!Tj 'l'IiI':NCE HUN S 89- 57':. 1~".' WL!\l.iQ~G':.:rtm('i.;l:'. '.;
SOUTH! LINE OF THE NDRTIt 18.00 FElIT OF THE H~ lI' 9F":M~Q:'S~l-O~'j
10 FOR A DISTANCI-: DF 79.'05 f\!ET; TH~CE iUN;.'ll"QO~'.O~.i', i5.~i~!j;Y~.4.y ..
DISTAiNCE DF 63,82 t'E~T; "l'1it::N(:1i: RUN H 17~ 10' ':54'.. E'I::P.'9.ll!,A~~tl~t;MCS ". '.
OF 26:.00 FEET TO THE POINT O~. INTERSECTION. WITH. .TIiE:;~I{C; .Of!?~:~,' 'i'. .
CIRClJ,LAR CURVE CONCAVE ,'0 nIl!. SOUTHWEST. 1HE. CENTItR:'O~~\l\ilClf..';~"'" ':
BEARS S 17- 10" 54" W FROM :lAID POINT OF INTEP.S.&CTlOlf'AND.r~< '.:
POINT OF BEGINNING O~' 'rH~: IIt:IlEIN DESCRIBED LINE1 TtltNCE RU", .~,' .
SOUTHEASTERLY ALONe 'l'HEIIllC OF :;AID CIRCIJl.A.R CURVE..~N.t:AVJt.:!:f:rHlf
SOUTHWEST. HAVING A RADl\JS Of' 314.00 FEET, THROUGH .\ CENTRAL' !,.
ANGLE O~' 33.26' 20", FOil AN AR(: DISTANCE OF 194.93 'FEtT '1'0"4:"
POINT OF COHPOUND CU ItVA'l'1I In: Wl'1'1I 1'HE ARC OF II CIRCUl..AR CURVE. ro
TilE ~lGIITl THENCE RUN SO\/'l'III::Asn:Rl.Y ALONG THE .ARC OP SAID. )~'.::i' .
CI RCULAR CURVE TO THE RlL:WJ' HAVINC II RADIUS Of 390. 56."l'EtT '''';';,::. .
TI!RO~GH A CENTRAL ANCI.K ca' 32- 28' 4.6" FOR AN ARC DJS'l'ANCEAQ'~:...:'
221.40 FEET; THt::N(;~:' IlUN ::; 00" 54' 00" E. TANGKNT TO 'THE LASt'i. .
DES CRIll EO CURV~:. i,'oll A D I.:iTANC!:: O~. 243. OO"F1':&'1" TO THE':f.IID' O;:':.l1'HE
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A' stRIP OF UPLAND ANII SlJIlMIWCl,D 'I.,AND 30 Ft:ET: .i~~ ~JJPTJi...1i.N .mlt'NIt :
1/4;OF SECTION 10, 'l'ClWNSlllP 52 SOUTH, RANGE-4~'~T,~.~Df CO'r!.tl'fY.:
FLORIDA. LYING 10 Ft:Y.T WA'I'l::kWARll AND 20 FEET'.~1>W^llD:~F. TI$,'.;f'utAN
HICH WATER LINE OY 'rHE NOIlTli LAI;OON AT Wl~l,l~'. :lJjLAN.i.:M~;::
MORE PARTlCULAI<I.Y DESClllln:D AS ~'OLLOWS: ";.:~f .~;.!~:,:...., .:.: ,. .'
. _OR :t. ': "':.""';. .. ..~.
COHHl::NCE A'r THl:: NORTHWl::S'r GORNl::l~ OF THE HI:: l'i4" o;~ ~A.lli $EC't'lON
10, '!'HENCIl': RUN N 119. 57' 15" E ALONG THE NORni ~LlNE'Qll'. THE NE 1/4
OF SAlD SECTION 10 roR ^ Dl:;TANC& OF 594.22 "'~t:T TO.T>>!l: POINt..a.'
INTI:':KSECTION Wl'l'H THI> AIl-C 0.' ,.. CIIlCULAR CURVE' CONe.\VIt..TO TijE
NORTHEAST, THt: ct::N'n:lt O~'wIIJCH IU:AItS N 48' 43' 'OS". E FRO~ SAID
POINT OF INT1::R$I~G'J'WN; 'J'llJ~IH;li: HUN SOUTHEASTERLY ALOtlO:THE'ARC Of
SAID CIRCULAR C\JRV~: I:ONC:^VI~ '1'0 TilE NORTHEAST. KAVING A RAPIUS O~.
250,UO ft::ET. TIIIlOUGII A t:~N'rll^L ANGLE OF ~. 44' ~2" :t'oJi. AN ARC
DISTANCE OF 2~.08.FI.:t;T; 'I'Ht:NCI:: IlUN S 89" S7....)~" .W..u.qNG THE.
SOUTH LINE Ot' THE NOR'!'" 11;l.lJU J,'J::Kr OF THE NE ,,' /4 or. SA10 S'I::CTION
10 :FOR A DISTI\NCl:: Ot' 7\l.4~ Jo'I::~'1': THENCE RUN S.OO'. 02' '4S'! t .)o'OR A
DISTANCE OF 63,tl2 Fi':~:T 't.o '1'1It POINT OF INn:RS:ECTlON \llTK'rH~ ARC
OF A C1 RClJLAR CURVJ-; CONCA V~: 1'0 TilE SOUTHWes.',t\ "THE .CENtItR of -WHl CH.
BEARS S 17. 10' 54" W t'kOM :i^l11 POINT OF IN'l'EIl.SECT10N.: THeNCE RUN.
SOUTHEASTERLY ALONG 'l'Ht: Aile m' $AID CIRCUJ..i.R .CUllV-E:'CQNCAVE 'To THai;
SOUTHWEST. liAVIN(j A RAO J US OF :1011.00 FI::ET, - Tl;/uo.(icjl:l.)."CENT!lAl..
ANGLE OF ,33. 26' La", f'OR AN AllC DISTANCE OI(:;P9 ..~'5'.~.1?~E1 T-Q..j\ .
POIN'r OF COMPOUND CIJRVA'l'UIl~; WlTli THE ARC OF".A;.:ClRC''''1,JJl: C.llIlYK;1'O.
THE !lIGHT; THENm: )(\IN SOU'I'llt:Asn:RLY ALONG THE ..i>1\il ':Q.F- :$AI0' :;...:.'
CIRCULAR CURVE 'l'O l'IIE ItlCIIT HAVT.NG A RAOIUS .o~.; 36"'.;~~:: fEET. . .
, THROUGH A Ct:NTRAI. AI~CLE or n. za' 46" t'OR AN ~IlC '-DIsTANCE OF
206.66 FEET: THENCE HUN S 06' 54~ 00" E. TANGE~..TP:''!:HE W.~'T'
DESCRIBED CURVE, fOR A 1J!$TANCt; OF 243.00 FE~T.; TH.eN.CE. \tU".' .
N $3. 06' 00" E FOR A DI~'fANCE.OF 50 FEET. MO!!.E .Oll.;'3..f;SS, 'rq THl::
PO~NT OF IN'mIlS~;C't1I)N WITll THe 11t:AN HIGH WAT~!!. Ll.~ OF T!i.~..N9,l.{TH'
LAGOON AT WILLIAMS ISLAND; '1'IIENI~E MEANDE1.~.0!/.f!iW~S,'li"~Y.': .....' . .
NORTHERLY. NOR'JW:Asn:RLY, I~AliT"I{(.y AND So.U1'~~T!l:Rty,,~Ol'\(l '.THE
ME}\N .HICH WATER LINE 0J0" Till:: NOK1'H LACO~lN A~\'WILL.~~-:~SU~D':,f.Oll. A
D1HrANCE ()J>' 560 fEET ,MIlRI:: UR I.t:SS. TO TH~.;.FJ..l1~:HU~~~I....e~1'l?' .TO
PU .'OUNDING IlAY A'r THE NOR'I'H EN!> OF SAID ~O.li!I'~ '4f<OO!i.;&.'l'\>lJ,;J..LIAMS
IS NO.. AND THE 1'01N1' 0/0' JJElIlNNING OF THE' HER.InNH!~SIlli'IIlE~..-l?'l;'Rlf',
. OF! UPLAND AND SUIlMJ::IlGI::D I.!IN!>; 'fMt::NCE C()NTlNU,~}T(}:,~MtlDER; ,::' .
SO,uTHEASTt::RLY' ALONG 'I'HE Mt::AN HIGH WA'fER Llfi.E:-;Pf :t!:tt'.~OI(1Wl.fi.GOON
A~ WILLIAMS ISLAND ~'OR A !>l::iTANCE OF 1230 fE.~i, HPj'E.':oa: L~S':'TO .
'I' I:: POINT O~' IN'CI~R:iEC1'ION IH'rH l'HE CENTER L1~E OrX'VI-Uf PEuIt"S.o.ra,IAI'
B 1l?GE TO THt: Il->I.ANLl IN TIII~ SOUTH LACOQN AT' .~ll.,U~.' ISLAN!'I. AND
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A STRIP OF UPLAND ANIJ :::UIIHf:KC:IW LAND 30 F.EEW.:~l~~..lr1.~. JI1 :i1.~E NE.
1/4 OF SECTION 10, TOWNSItIP 52 SOUTH, RANGE',~:EA.S:t"~}f~P~~'CQU~TY,
FLORIDA, LYING 1 0 n:t;T 'W1\'l'''IlWAltD AND 20 n:~T' LAtlP.\J,6,JU). .{)l.~:'Tl!E MEAN.
HICH \lATER LINE (II" 'rill! Nlll{TfI LAGOON AT WILL~#JiSn:~~~,,'.'.~~~~G ".'
MORE PARTlCULAKLY llEHCRlllt:O AS fOLI.OWS I ". :. ::-;;;~' ....:.. ;.' '.
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COtlMENCE A'r THt: N01('fIiWt::;'I', COI\N~:lt OF THE NE 1/40F '!;~ID SECpON
10: TIlE:NCE RUN Ii 119" )7 'IS" Ii: ALONG THE HORTII LlliE";OF TtUt WE 1/4
OF SAID 51::CTION 10 f()K A lllH'l'ANCE Ot' 594.22 FEET TO THE r.Olt~TO."
INTERSECTION Wl'l'H 'rHK AtU: Ot" ^ CIKCULAk CURVE CONCAVt:: TO THE
NORTHEAST. THE CI::W'fl::R O~' IlHI CII 111.AKS Ii 480 43' 05" ~ ntol{. SAID
POINT OF INTERS t:C'I' ! ON; Tl1t:NCE HUN SOUTHEAS1'E,p,LY' ALOJlj:? TItE ARC Ot'
SAID CIRCULAR CIIIWt: I;llNCAVI! 'I't) 'I'HI:: NORTHEAST;' HAVING' A RADIUS m'
250.00 .'EI:;T. 'I'll I\OlJll II ,A Ct:NTllAL I\NGLI:: OF 5" %',5~,!'FOll ~ ARC
DISTANCE 0.'25.08 1'l::t~I'; 'l'IIt.:Nc;t: I<IJN.S 89. 57':15";'" ALONC.'I1'HE
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10 FOR A DISTANCI:: Ot' ,/Y,l.~ ~'~:J:':'l'i THENCE RUN .:s OOo"Q.2" '45~ E }"OK A
DISTANCE OF 63.112 FI::~:'I' 'ru Tim POlN'f Of IN'fI:';I\.~~CT~Q~"~WITH .:rH~ AKC::
OF A CIRCULAR CURVt; CONCA Vl~ ,\'0 Tilt: SOUTHWEST; "THJl;.' C~NT~R. OF WHIGli
BEARS S 17. 10' 51," W t'IWM :lAID POINT 011 IN'J'EIlSt::C'.l'~ON; .'.rJtJ::NCE' lIUN
SOUTHEASTE:.ltLY ALONG THt: I\IIC Ot' ~AID CIRCUJ...\R "CURVE'.C.ONCAVE TO Till::
SOUTHWEST, HAVING A MIliUS 01" :108.00 n:ET,":T!l~OVr;;!i:.tf' CEN:f~L
ANGLE:. OF -33" 2b' :lO", FOR All ARC: PI STANCE Of.~179~75'.J>"EET''l'O 'A
POINT OF COMPOUND ClIHVATlJtU: \-JI'rtl THE ARC QF.I'A C.l~CUt..AR CIJIWE TO
THE IUGHT; THENCE 1i.U1~ SllIlTHEASn;KLY ALONG THE Al>.~-9r s~i.p: .
CIllCULAR CURVE TO Tilt: Rllan' IiAVING A RADIUS 'Or':36~~ ~6 F&~T~',
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,206,1)6 FEET: 1'IlI::NCE HUNS Ob" 54' 00" E. T~q~'",'TO?:THE}l.J,>.~T
DESCRlllED CURVE, FOK A prSTANCI:: OF 243.00. I'E&Ti','TH&NCE. W~ .
N1l3" 06' 00" 1> FOR A Ill:;TANCe OF 50 FEET; ''J1,OIl.I\.,:()fl.:,!LEfiS'i ';1Q THE
POINT OF IN1'!::lt:mCTloN WI'I'H Tilt: 11t:AN HIGH IJA'l'eR,,'LlJ~ErOF 'TtlE :l/OI\'fH
LAG<>ON AT 'WILLIAMll 1 SI..ANI); THUNCE MEAt/DEa, No.l!!HW~'f.'.I;';Rt.Y ,:.~'r. ~;.'
NORTllERLY, NOltTHcASn:KL'i, t:A:j'I'ERI.Y AND S9U7!j~'I;~:;'f ...t.pJW,. THI,;"
MEAN HIGH WA7l:iR LINt; O~' 'rIlE NOIITH \..AGOON. AT'~WlI,.1iI~ 'lS'~~~ FOR A
DISTANCE OF" 560 . ]>1~E'l', HOllE UK 1.~:SS,' TO TI!E"Fl,USinJiG/CUI...veRTS "0
DUMfOUNDINC. !lAY AT '1'lIE NUWI'U END O~" SAID 'NQ\\:rW:I..hCQQN .",.'r":~ILLI"HS
. .ISLAND,'AND 1'HE l'OIt/T In- 1II';I:lIlN1NC OF THE:.IiEREl'N,:.'PJ:;$Cillll:,P' $TRIP
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AT WILLIAMS ISLAND VOlt A IlIS'l'ANCJ:: OF 1230: ft;t::fi,,JiO-Rf; '~R.':'!l:.ESS TO
,'fHE POINT 01" INTEJ{SI~C'I'l()N IlITH 1'HE CENTElt l,.1:NE':Q~"TJiIVPEn,ES.TRtAN
tlRIDGE TO THE ISl.ANI! IN TIm ~OIJTtl \..AGOON A'.I."lwn..t;'l~ IStAND. AND
TilE ~D OJ.' Tim Ht:IIl::IN OI::Sl:H tileD STRIP OF iJl'~J;r:M.p.. S.VJ\M:tfl.tlli:D
LAND. . r.~!:l ~::.~~ .':",":!. :;04 .ri,"
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SECTION 10. 'fOWNSHI1' ~2 SOU'I'Il, iU\NCE 1.2 EAST, 'DADE COUN'r'i, b'WRI!.lA,
LYING WATERWARL) 0)0' 'J'Ilt: I"OLI,OWIN(J Dt:SCIUllED LlNE.llt:1HC 1'11E M~:AH HIGtt
WATER"UNE OF TH~: I :;LA"lIl LU(:A'J't:U IN THE SOUTH I....GOON AT \HLLIAI1S
ISLANO, BElNC MOKE 1'1111.'1' I t:\I\,/llU.Y DI::SCll.lllED AS ~'OI..LOWS:'
COMMENCE A'[ Tin; NOHTHW\'::;'\' t:llHIlI~I{ OF 'rHI:: NI:: 1/4 O~. SAin' $E(..Ml' ION 10;
THENCE RUN N 119. 5~' I ')" ~: ALllNI:'rHE NOItTH LlN~; O~' THI:: I'll> 1/4 l)t' ::/110
SEc'rION 10 FOR A 1)1::TAIlCa,: IW ')'11.,22 ft::E'r 1'0 THU 1'011'11' .Ill..- INn;K:it:C:TION
WITH 'l'HE ARC OF II CIRCIII.AII I:UHVI!. CONCAVI!. '1'0 THt: NOH'rH~:AST. l'lil:: c.:t:tl"I't::K
OF WHICH BEARS N 411- I,)' Il~" t: I'HOH SAID I'Oll~T IIF INn:H~t:CTlvN; 'l'lIliNCI
RUN SOUTHEASTERLY ALOHI: Till! AI{G O~- SAID CII<CUl-Att CURV!:: CONCAVl!: '11) '['In:
NOR'rHEAST. HAVLNIl A 1UI1l111:, ()~. 2:;0.00 t'l::I:."T', TliJ\OUGH A Gt:N'l'ltAl. MH:J.r: Ot'
5. 44' 52" FOR AN AlIC 11l:;'I'ANCI; Ill' 25.0U rE!::'r; -r1lt::NC~: KUN :; 11'./" ~'I' I~
'1,1 ALONG "l'HI:: SOU'I'II I.INli 01' .,'lil! N'.lIlTlI Ill,OO t'I::!::T I}f 'nil:: N~: 1/4 .01' :;,\ IlJ
SECTION '0 rOR A DI:;TANC~; .W 79.45 Fl::I:.'T; 'fHI::NCt: HUN!; I.lO. 01' 4~" t:
FOR A DISTAl-ICE m' h3,8:1 FJ;'-:-r TO THI:: t'OINTUF INTl::RSt:CTION Wl'rH Tin: All.
OF II IlIRCUUR CUllYI!. CONCAVI! 'fI) THE SOU'l'IIWEST, 'J'HECI::N"n::K OF \oIHJI:II
IlEARS 5 17. 10' ~4" W I'HON SAlll t'01N1' Ot' .lNTt::Kl:;Et.~nON; 'I'HI::NCt: kilN
SOUTIlEASTEIU,Y AWNI: '1'111': AKe (JIo' :lAID CIKCUl.AR CURVE CONCAVl:: '1'0 '1'llt~
SOUTHWEST, HAVINc.: A IlAIIIW': O~. ::OIl.OO Ft:lIT. THROUGH A Ct:N'J'l{lIl. ANi:U: Or
33. 26' 20", FOil Ali AKC: 1l1::'J'ANl:t: Of 179.75 Ft:I::"I'TO A 1'01 NT Of CUMI'OUH
CURVATURE In'J'H Tin: AIlC 01' /I CIIICU1..AR CllRVt: TO 'J'Hj,; kIGHT; THt:NC~: 1<1IN
SOUTHEI\.STlCRL'i AWl'll: '1'1\" A1t<: Ot. SAID CIHCUI-AR CUJ{VE 'ro THE KIGHT HJ,Vll,
A RADlUS O~: 364.5b l"~~:'l', TIIKOlJl;H A. C~;NTAAL ANG1.E OF 32" :lll' 41," fOIt "
AKC DIS'fANCl-: or 206.66 Ft:I':'l'; '('liENeE RUIf S 06. 54' 00" E, TAliGt:N'l' Tl)
THE I.AST Ol::SCRllllm GUKVI':, FOH /I 1llSTANCI:: !)~. 24:1.00 t'!::!!:'!'; TIU:NCt: HUN
N 83. 06' DO" J:: ~'()\{ A 1)1 s'rM~C~: OF 50 FI::t:T. ~IOII~~ 011 U:SS. TO THE k'l)! 1'1',
OF IN.TERSECTlON \.n'J'Il TH1~ lH:AN 1I1GH WATEK l.INt: l1t THE NORTH [..A(;OON 'AT
WILLIAMS IS1.AND; 'l'li1::NC1:: M~:^Nl.lt':ll NOR1'HWl!:STt:IlLY. NOR'l'HEK1.Y.
NORTHt:ASTl::llLY ,I,AS'I'I::KLY ANU SOIJTliEASTEIlLY ALONt; THE Mt:AN HIGH UA'J'I::K
LINE OF Tilt: NOWI'1i J.Ac.;oulI A'r WILLIAMS ISl.ANll fOR A IHSTANCt: OF 560
fEI:.'T. MORE OR Lt:SS. '1'0 TII~: t'L1I:illING CULVERTS TO OUMt'OUNDING MY A'l' '1'1
NORTH END Of' SAID NlJRTlI l.Al.:O()N AT WILLIAMS ISLA.ND.'l'Ht:NI:l:: CON'fINlIt: TI
lIEAHm:R SOUTI1l~:;'I'h:K\..Y AUINI. 'I'm: Mt:AN HiGH \JATt:K 1.11'11:: Ot' THE NUK'ru
LAGOON AT WI \..1.1 ^MS ISI.A/'IU ~'OK A DISTANCE OF 1.:00 fliEr MOllE OR I.E:;:; 'f!
THE POINT ot' INTI~Il:;t;t.:T1.tlN WI'1'1I THE Cl::N'1'I::K LINI:: Ot' "['HI:: I'IWES'fK[AN
BRIllGE 'fO '1'111-; lSLAllO IIi Till:: SOIl'I'H LAGOON AT WILI.IAMS ISLAND; 'fHt:Nl.:F:
RUN. SOUTli\j~:s'mKI.Y ilUlNl; Tltl:: GI':N'I'ERLINE 01' SAt!) Pt:OESTKI AN BR I llGE rclK
OISTANCE OF I ~5 n:IIT. NOlII-: OK l,t:SS TO 1'HEPOlNT OF I NTEI{SECTJON WITH
:' THE MEAN H1CH \~A'l't:1l I,IN" ON SA! D ISLAi'll> IIi TIn: SOUTt! LACOON AT
WlLLIAMS ISl.AND; 'l'1Il::NC1, MI':I\NIJJ:: I NOR'l'HWt:S'l'EKLY AL.ONG "!'liE Mt:AN HIGII
WATER LINt: Ot" SA[h HH.i\NIl FOR ^ DlS'l'ANCK Of 125 FEwtTo THt: t'l.l LN'l' Ct'
IlEC1NNING or 'flU. 11I;R~;IN Ill':SCI<LllI':D l.INE; 'J'tll::NC~ HEANDEK SOU'l'IlI::AS1'~IlL'{
AND WESTERLY til.ONll TIU: MI':AN IIll':H WAn:R I.IN~ m' SAID ISLAND t'Oll. ^
DISTANCE Ot' 4SIl nan 'I'll 'I'll I!. 1':N1l OF TilE 1I~:RI;;lN llt:SCHlbt:V LiNg; .
LESS THAT POR'rION TliI::ln:m' 'j'liA'r I,n::; Wl'fHIN 1'Ht:,.1..ATI::KAI. I.IMl'fH Ilt" Tilt
AFORESAIO Pt:OES'I'R1AN IIKlIll;~:,
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13ILZIN SUM8ERG 8AENA PRICE & AXELROD LLP
A P"~TNERSHIP 0... PROFESSIONAL /O.SSOC.""TIONS
200 SOUTH eIS~TNE BOULEV....RD. SUITE 2&00- MIAMI. ...LORIO..... 33131-S340
T~LE.PHONE: (:JOB) 3'''-7&80 . FAX.: (30!1) 3?+-715.~
E.MAIL.: INf'OOB'LZIN.CO'" . WWW.BILZIN.COM
Brian S. Adler, P.A.
Direct Dial: (305) 350-2351
Dired Fox: (305) 351-2206
EmaU: badler@bUU1l.com
March 2, 200S
VIA FACSIMILE
David Wolpin, Esquire
Weiss Serota Helfman et aI.
2665 South Bayshore Drive
Suite 420
Miami, Florida 33133
Re: Lin coIn Pointe
Improvement on Driveway on Adjacent Property
Dear Mr. Wolpin:
I attach for your further review a copy of the case of Citv National Bank ofMiarni v. City
of Coral SPringS (475 So.2d 984 Fla. 4tli DCA 1985). We researched the attached case to
confinn itremains good law in the State of Florida.
The attached case is instructive on two levels. First, the case stands for the proposition
that certain conditions are more properly imposed during the platting process. As noted in my
prior correspondence, the property was previously platted and therefore any conditions related to
the driveway would have been proper1yaddressed during approval of the plat which is valid and
remairis in effect,
What is more instructive is the second proposition where the trial court held invalid a
condition requiring improvement of an adjacent roadway prior to issuance of a building permit,
Specifically, the condition required:
No building pennit for construction will be issued until Royal
Palm Boulevard has been improved (widened) to a four (4) lane
roadway in the area immediately adjacent to this plat.
The court found that to include such a condition without any indication as to when or if
said portion of the roadway would be 4-laned was in the nature of a building moratorium
MIAMI 862742.1 7592420873
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David W olpin, Esquire
March 2, 2005
Page 2
directed to a specific parcel ofland and without meeting aiJy of the fonnal requirements for such
moratorium. As such, the court held the condition invalid.
In the instant matter, the proposed condition is even more egregious as it is outside of the
ownership or control of either the City or the applicant, and therefore, there is no indication when
or if the adjacent roadway could even be expanded.
Based on the foregomg, we respectful1y request the City of A ventura not condition
improvement of the adjacent private roadway as a prerequisite to administrative site plan
approval for the subject property or issuance of a building permit
Thank you for your attention to tbe foregoing. Should you have any questions regarding
tbe attacbed, please contact me at (305) 350-2351.
BSNph
Very truly yours,
~0a-
Brian S.~.
cc:Eric Soroka, City Manager (via facsimile)
Joanne Carr (via facsimile)
Tom Brinkley (via facsimile)
Stanley B. Price, Esq.
MIAMI 862742.1 7592420873
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475 So.2d 984
475 So.2d 984,10 Fla. L. Weekly 2169
(Cite as: 475 So.2d 984)
C
/ . District Court of Appeal ofFlorida,
Fourth District.
CITY NATIONAL BANK OF. MIAMI, as Trustee,
Petitioner,
v.
CITY OF CORAL SPRINGS, Florida, Respondent.
No. 85-678.
Sept. 18, 1985.
Rehearing Denied Oct. 14,1985.
Bank. as trustee, .sought certiorari and lnandamus
regarding conditions imposed by city for approval
of plat for location of convenience store. The
Circuit Coun, 'Broward County, Linda L. Vitale, J.,
approved in part and disapproved in . part city's
resolution which approved proposed plat subject to
three conditions. Bank petitioned for writ of
certiorari. The District Court of Appeal, Hersey,
CJ., held that: (I) city validly imposed conditions
reGuiring ten-foot buffer strip of landscaped area
along one boundary of plat and reGuiring entrances
and exits to pennit right turn only, and (2)
conditioning issuance of building penn it upon
improvement of adjacent roadway to four . lanes was
appropriately stricken by trial court.
Certiorari denied.
)
West Headnotes
11) Administrative Law and Procedure (?763
15Ak763 Most Cited Cases
Scope of review to be utilized by District Court of
Appeal considering order of circuit coun entered on
review of administrative action is limited to
determination of whether circuit court afforded
procedural due process and applied Correct law.
D.S.CA. Const.Amend. 14.
12J Zoning and Planning (?375.l
414k375.1 Most Cited Cases
(Fonnerly 4 ]4k375)
Once a party complies with all legal requirements
..
Page 2 of 4
Pagel
for platting, there is no discretion in govem:mcnt
authority to refuse approval of the. plat.
13] Zoning and Planning C;:>382.6
414k382.6 Most Cited caSes
(Formerly 414k382.1)
City validly imposed as condition of approval of
proposed plat for convenience store a ten-foot
buffer strip of landscaped area along One boundary
of the plat, as Teasonable application of section of
city's code of ordinances.
14] Zoning and Planning (?382.6
414k382.6 Most Cited Cases
(Formerly 414k382.1)
City's condition for approval of proposed plat for
convenience store, that all entrances a,nd exits
indicated on the plat would be labeled "Right Turn
Out Only," was validly based upon legal
requirement that applicant demonstrate that there
will be: safe and adequate access to' Brea sought to
be platted.
15] Zoning and Planning (?382.2
414k382.2 Most Cited Cases
15) Zoning and Planning (?436.1
414k436. I Most Cited Cases
(Fonnerly 414k436)
City's condition for approval of proposed plat for
convenience storc, that no building pennit faT
construction would be issued until adjacent road
had been improved to four-lane roadway, was in
nature of building moratorium directed to specific
parcel of land withoul meeting any of the formBl
requirements for such moratorium, and as sucb, was
appropriately stricken by trial court, and provision
of trial coun's order permitting further hearings as
to whether the condition could preclude landowner
from any reasonable use of its prop~ indefmitely
was proper detennination.
[6] Administrative Law and Procedure (?683
l5Ak683 Most Cited Cases
Whether or not holding of circuit court is supported
by substantial competent evidence is not
appropriate inquiry by District Court of Appeal on'
ceniorari review of administrative action already
reviewed by way of certiorari in the lower tribunal;
District Court of Appeal reviews evidence
presented to circuit court, and only when order or
02005 Thomson/West. No Claim to Orill. U.S. GoV!. Works.
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475 So.2d 984
475 So.2d 984, lOFIa. L. Weekly 2169
(Cite as: 475 So.ld 984) -
judgment has been entered without any competent
evidence may District Court of Appeal fmd
departure from essential requirements of law on
basis of evidence or lack of it.
"985 Gerald L. Knight of Gustafson, Stephens.
Ferris, Forman & Hall, l' A., Fort Lauderdale, for
petitioner.
JobnM. Wynn of Paul J. McDooougb, P.A., Coral
Springs, for respondent.
HERSEY, Chief Judge.
By petitioo for writ of certiorari we are asked to
review an order of the circuit -court- approving in
part and disapproving in part a resolution adopted
by respondent city which approved a proposed plat
subject to three conditions.
.,
On approval of a plat for a Stop.N-Go market to be
located on Royal Palm Boulevard in Coral Springs,
Florida, the city commission imposed the following
conditions:
1. A ten (10) foOl huffer strip (landscape area)
will be included on the plat along its
northwesterly boundary;
2. All entrances and exits indicated on the plat
will be lahelled "Right Tum Out Only";
3, No building permit for construction will be
issued until Royal Palm Boulevard has been
improved (widened) to a four (4) lane roadway in
the area immediately adjacent to this plat.
City National Bank of Miami soughl certiorari and
mandamus in the circuit court which upheld the first
and second conditions and funher directed the city
to "delete condition No. 3 or provide funher
hearing on said issue." The bank then filed its
petition here for further review.
[I] The scope of review to be utilized by a district
coun of appeal considering an order of the circuit
court entered on reviewaf administrative action is
limited to a determinatioD of wbether the circuit
court afforded procedural due process and 'applied
the correct law. City of Deerfie/d Beach v. Vail/alii,
419 So.2d 624 (Fla. 1982); Cherokee Crus~d
Slone. Inc. v. City of Miramar. 42] So.2d 684 (Fla.
4th DCA 1982). No issues are raised based upon
failure of the circuit court to afford procedural due
process; thus, the soJe inquiry is whether the
.
Page 3 of4
Page 2
correct law was applied.
[2] It is elementsry that once a party complies with
all legal requirements for platting there is no
discretion in government authority to refuse
approval of the plat. In Broward COU11Iy v. Narco
Realty, Inc., 359 So.2d 509 (Fla. 4th DCA 1978),
the proposition was explained in the following
language: .
All persons similarly situated should be able to
obtain plat approval upon meeting uniform
standards. Otherwise, the official approval of .
plat application would depend upon the whim or
caprice of the public body involved. Yokley. in
'986 his work, Law of Subdivisions, ~ 52, states:
"Thus, while public policy requires municipal
control of sucb development, nevenheless, the
authority of a town to deny a landowner the right
to develop his property by refusing to approve the
plat of such developmeot is. by statute. made to
rest upon specific slandards of a slalllt, or
implemenling ordinances. Thereafter, the
approval or disapproval of the pIal on the basis of
conn-oHing standards becomes an administrative
oct."
Likewise, in Section 53 of the ,ame work, the
author states:
"When the statutes and ordinances bave been
complied with in making a plat of a subdivi,ion,
the active approval by . village board haS been
held to be ministerial, and such act may be
enforced by a writ of mandamus."
Id. at 510 (emphasis added).
The petitioner's pOSltlOn is that all legal
requiremenu were met inasmuch as the city
commission's additional requirements were not
properly promulgated standard, and therefore were
not legal. Respondent city points out the existence
of certain standards made applicable by virtue of its
home rule powers. in addition to the landscape
standard contained in a cil)' ordinance applicable to
condition ODe. See section 166.021, Florida
Statules (1983).
[3][4] We hold that condition one is validly
imposed as. 8 reasonable application of section
20-513 of the Code of Ordinances of the. City of
Coral Springs. Condition two is similarly valid
based upon the legal requirement that an applicant.
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02005 ThomsonIWest. No Clalm to Orig. U.S. GoV!. Works.
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Page 4 of 4
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475 So.2d 984
475 So.2d 984,10 Fla. L. Weekly 2169
(Cite as: 475 So.ld 984)
Page 3
demonstrate that there win be safe and adequate
access to the area sought to be platted. Broward
. COUI1/}' y. Coral Ridge Properties. Inc., 408 So.2d
615 (Fla. 4th DCA 198 I).
The circuit court held the third condition invalid on
lhe basi:; that
The COUIt simply frods that to include such a
condition on the plat without any indication in the
record as to when or if said portion of the
roadway will be four,laned could preclude the
landowner from any reasonable use of owner's
property indefinitely. CITY OF CORAL
SPRINGS accordingly directed to delete
condition No.3 or provide fulther hearing on said
issue. .
[5] Condition three was in the nature of a building
moraloriwn directed to a specific parcel of land and
without meeting any of the fonoal requirements for
such a moratoriwn. As snchit. was appropriately
stricken. The provision. of the order penoitting
further bearings on this issue was a proper
detenoinalion, Page v. Lines, l50.Fla. 433, 7 So.2d
599 (1942), the court thereby granting partial relief
by way of mandamus.
[6] Whether. or not the holding of the circuit court
was supponed by substantial competent evidence is
not an appropriate inquiry by this court on certiorari
review of administrative action already reviewed by
way of ceniorari in the lower tribunal. We review
1he evidence presented to the circuit court and only
when an order or judgment bas been entered
without any competent evidence may we frod .
departure from the essential requirements of the law
on tbe basis of the evidence o( lack of it. Finding
no such deficiency bere we decline \0 grant
ceniorari.
CERTIORARl DENIED.
DELL and BARXEIT, JJ., concur.
END OF DOCUMENT
10 2005 ThomsonlWest. No Claim \0 Orig. U.S. Gov!. Worlcs.
http://print.west]aw.comldelivery .html?dest=atp&format=HTMLE&dataid=B00558000000... 2/4/2005
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BILZIN SUMBERG BAENA PRICE & AXELROD LLP
... P....RTNERSHIP OF PAOFESSIONAL ASSOCIATIONS
~OO SOUTH BISCAYNE BOULEVARD, SUITE 2500. MIAMI. !'"LORID'" 3313J-!i~
TELEPHONE: t3OS) J''''-7!iBO . ,AX.: {3015} 37.ot-1e.~
E-MAIL: INf'OOBILZIH.COM . WWW."ILZIN.COtrot
Brian S. Adler, P.A.
Direct Dial: (305) 350-2351
Direct Fax: (305) 351-2206
Email: badlet@bl/t.in.colll
March 16, 2005
. VIA FACSIMlLE
David Wo)pin, Esquire
Weiss Serota Helfman et al.
2665 South Bayshore Drive
Suite 420
Miami, Florida 33133
Re:
Linco/n Pointe
Driveway on Adjacent Property
Dear Mr. WoJpin:
This finn represents Lincoln Pointe in connection with the application for site. plan
approval on the property located at 17900 NW 31 S1 Court in the City of Aventura. In furtherance
of the arguments espoused in our two prior letters as to why improvement of the private adjacent
driveway should not be required as a condition of site plan approval for the Lincoln Pointe
property, we assert the following. .
On March 31, 2004, our office provided the City with fl lener detailing the history of the
2.oning approvals on the Lincoln Pointe and adjacent Biscayne Cove properties. As part of the
documents provided to the City, we illustrated that the original Lincoln Pointe property was
approved to be developed with a total of 659 units, which consisted of 624condorninium units
and 35 townhouse units. 1 bave attached a copy of our march 31, 2004 Jetter (without
attachments) for your ease of reference. .
One of the justifications raised by the City of A ventura in connection with potentially
requiring improvement of the adjacent private driveway for any redevelopment of the Lincoln
Pointe property is the potential increased traffic based on the proposed site plan. It is our
understanding that the City's position is that the private driveway was not constructed to
accommodate the proposed vehicles. As noted in our prior letters, the driveway was platted as a
separate parcel and accepted by the governing municipal body. As illustrated in our March 31,
2004 correspondence, the original approval, as platted~ and the original entrance road easement,
MIAMI 86641S.1 7S92420873
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EI~ZIN S~MBE:RG BAE:NA PRIC~ AXE:LROO LLP
David Wolpin, Esquire
March 16,2005
Page 2
as platted, was approved to access 659 units on the Lincoln Pointe property and 659 units on the
Biscayne Cove property.
Therefore, we respectfully submit that the subject Lincoln Pointe property is. a
grandfathered lot of record that was approved for access for 659 units to Lincoln Pointe. The
proposed development is seeking to develop 20% less units than originally approved for the
property.
Based on the foregoing, and cumulatively based on our prior letters dated March 2, 2005.
February 7. 2005 and March 31,2004, proposed conditions on the improvement of the driveway
is not legally justified. Thank you for your attention to the foregoing. As always, I may be
reached at (305) 350-2351.
Very truly yours,
~/~
Brian s~l
BSA/ph
cc: Joanne Carr, City Planner (via facsimile)
Eric Soroka, City Manager (via facsimile)
Tom Brinkley (via facsimile)
Claudio Stivelman (via facsimile)
Stanley B. Price, Esq.
MIAMI 8664J5.J 7592420873
"-' .. ." ,-
04/14/05
11'00222211' 1:2[;?0"105'1I,I: 0[; 5'100 5o[;"lIl'
DATE:04/14/0S CK,:2222 TOTAL:$650.00++.+. BANK:SHEOPERA - SHEFAOR OPERATING ACCOUNT
PAYEE:CITY OF AVENTURA(CITYOFAVj
Properly Account
Invoice
Description
LINCOLN POINTE ADMIN. APPEAL FEE
SHEFAOR 1330
04142005
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Amount
650.0
650.0
.j
03/2:/2004 12:09
30546f ~6
UPTOWN MARINA 'T5
PAGE 02
City of
Aventura
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Government Center
19200 West Country Club Drive
Aventura, Florida 33180
March 11, 2004
J....., M. VEo.l.OW
MA"<Jll
Claudio Stivelman
Planinvest Inc.
2999 NE 191 Street
Aventura, FL 33180
COt.ll"1SSlOf'lERS
z~ At1i"a,'CH
JAY R.IlI."N
K!'N CoHEN
1>0. Dv.MONIl
HA.kItY Hounuo
M,.\NNY Ok0S5MAN
Re: Lincoln Pointe Apartments
17900 NE 31 Court, Aventura
Folio Number 28-2210-050-0020
E.llle M. So1\01CA
ern MANAGER
Dear Sir:
Further to your telephone request, this will confirm that the above noted property
is zoned RMF4 (Multi-Family High Density Residential District) according to the
City's Land Development Regulations. The maximum density in this zone is 60
dweliing units per acre. A copy of Section 31-143(f) of the Code is enclosed for
your reference. The land use designation is Medium-High Density Residential
according to the Future Land Use Map in the City's Comprehensive Plan.
The parking requirements for residential multi-family developments are contained
in Section 31-171(b)(3) of the City's Land Development Regulations. A copy of
this section is enclosed. One and one-half parking spaces are required for each
efficiency or one bedroom unit. Two parking spaces are required for each unit
with two or more bedrooms or one bedroom unit with den or study. In addition,
multi-family buildings over 35 feet in height or with more than 20 dweiling units
require guest parking equal to a minimum of five percent of the spaces otherwise
required. The minimum size of parking space is 9 feet wide by 18 feet iong.
According to the Miami-Dade Property Appraiser, the lot size is 382,021 square
feet or 8.769 acres. The maximum density at 60 dwelling units per acre would be
526 units. This lot area would have to be confirmed by survey. Development of
the maximum number of units is also subject to the site development criteria of
the RMF4 district along with all other requirements of the City's Land
Development Regulations. There may also be additional use and site restrictions
as a result of legislative resolutions, restrictive covenants, platting or site plan
approval conditions, or other items recorded in the public records.
PHONE, 305-466-8900 . FAX: 305-466-8939
www.cltyofaventura.com
03/23/2004 12:09
30546l 16
UPTOWN MARINA
TS
PAGE 03
The City records contain a paving and drainage plan from 1980 showing
development of this parcel and the Biscayne Cove parcel to the north. It appears
that some surface parking may be shared between parcels on this plan. It also
appears that the Biscayne Cove development, on Tracts C and F of the Plat of
Admiral's Port Section One, Plat Book 113, Page 51, was developed with 592
units, or 116 units more than permitted by the then existing County Code, which
was 50 units per acre. Therefore, the parcels may have transferred densities
between themselves and this would have to be further investigated. If 116 units
were transferred from Tract D (Lincoln Painte) to Tracts C and F (Biscayne
Cove), this would leave a maximum density for Tract 0 of 410 units (526 @ 60
units per acre minus 116 units transferred to Biscayne Cove).
Please do not hesitate to call me. at (305) 466-8940 if you have any questions.
~
Joanne Carr, AICP
Planning Director
C.c.: Eric M. Soroka, ICMA-CM
City Manager
,
03/23/2004 12:09
30546r 16
UPTOWN MARINA. TS
PAGE 04
LAND DEVELOPMENT REGULATIONS
~ 31-143
structures within 300 feet as well as " landscape plan prepP"ed by a Florida licensed
architect or landscape architeet and other suppOrting docUlll.entation as deemed
necessary by the City Manager or designee.
(1') Multifa.mUy High Density Residential DistrU:t$ (RMF4). The following regulations shall
apply to all RMF4 Districts.
(1) Purpose of districts. The purpose and intent of this district is to provide suitable sites
for the development of well-planned, environmentally compatible medium.high den.
sity multifamily residential use in areas consistent with the City's Comprehensive
Plan Future Land Use Element. Densities shall not exceed 60 units per gross acre.
(2) UWl permitted. No building or stJ:ucture, or part thereof, shall be erected, altered Or
used, Dr land used in whole or part for other than one or more of the following specific
uses:
a. All uses permitted in the RMF8 District.
b. High rise apartments.
e. All uses permitted in the CF District.
d. Publicly owned. """reation buildings and facilities, playgrounds, playfields and
parks.
e. ALF.
f. Uses accessory to any of the above uses when located on the same plot.
(3) Site cktJelapm.ent standards.
a. Minimum lot area and width:
1. Duplexes, townhouses, low.and mid-rise lapartmentsl: As required in the
RMF3 and RMF3A Zoning Districts.
2. High-rise apartments: Not less than 100 feet in width and 16,000 square
feet in plot area.
b. Maximum height:
1. Duplexes: Two stories or 25 feet.
2. Townho\.1Ses: Three stories or 35 feet.
3. High.rise apartments: 40 stories or 400 feet.
Each proposed building or structure which exceeds 100 feet in height ahall be
designed and situated such that the shadow created by the sun at 12:00 noon on
December 21 (a sun angle of 41 degrees) will not fall on any adjacent property
except for public road nghts-of,wlIY. Shlldow studies shall be provided to the
Community Development Department.
c. Plot coverage; The combined plot area covered by all principal and accessory
building. .haIl not exceed 40 percent of the area of the lot.
Supp. Nu. 6
CD31;69
03/23/2004 12:09
305461 16
UPTOWN MARINA
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Ul-l43 AVENTURACODE
d. Setbaclts:
1. Front yards: Minimum of 25 feet in depth.
2. Side yards:
i. 'Ibwnhouse and duplexes: Principal structure, ten feet. Upon corner
plots in all zoning districts included in this IIfldion there shall be a
front yard as herein specified, and in addition ~eto, a side yard at
least 20 feet in width on the side of the plot abutting on the side street.
u. Low-, mid. and high-rise apartments: 26 feet in depth.
3. Rear yards: Minimum of 2S feet.
e. Minimum distances between buildings: Primary use buildings shall be separated
by at least 80 reet at the closest point or by the sum of the building heights
divided by two, whichever is greater.
f. Minimum floor areas: The minimum floor area not including garage Or
unairconditioned areas shall be !I.S rollows:
Multiple-family dwelling unit:
Efficiency unit: 800 square feet.
One bedroom nuit: 900 square feet.
Two bedroom unit: 1050 square feet.
For each additional bedroom in excesS of two add 150 square feet.
Efficiency units shall not exceed 20 percent of the total number of Units within a
building.
g. Minimum open space: 40 percent of the total lot area. Said open space shall be
unencumbered with any structure or off-street parking, and shall be landscaped
and well maintained with grass. trees, and sbxubbery.
h. Accessibility: All multi.family development projects within the zoning district
shall provide a walkway that links buildings and parking areas to onsite
amenities.
i. Floor area ratio: The floor area ratio shall not exceed the following, provided,
however, that Structure parking shall not count as a pa:rt of the floor area, bllt
shall be counted in computing building height.
Height of Building
1 story
2 atory
3 story
4 story
5 story
6 story
7 story
Floor Area Ratio
0.40
0.60
0.80
1.00
1.20
1.40
1.60
SUPP. No.5
CD31:70
PAGE 05
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03/23/2004 12:09
305461 16
UPTOWN MARINA
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PAGE 06
LAND DEVELOPMENT REGULATIONS
~ 31-144
Height of Building
Floor Ana Rotio
8 story 1.80
9 story or over 2.00
(4) Aboueground storage tanks. AbovegroWld storsge tanks (AST) are permitted as a
conditional use only as an accessory use and only for the purpose of storing fuel for
emergency generators. ASTh must conform to the following requirements:
a. Be of 550 gallons capacity or less.
b. Be installed and operated under a valid penn.it from the Miami-Dade County
Departtnent of Envirownental Resources Management.
c. Be fully screened by a masonry Dr concrete ...all with a self-closing and 10cking
metal door Or gate. Such wall shall be landscaped in accordance with the City's
Landscape Code.
d. Be located in a manner consistent with the site development standaxds of the
RMF4 zoning district.
Installation. of any AST shall require a building pennit from the City. Application for
bundin~ permit shall be accompanied by a site plan indicating the location of the AST
relati...e to property lines, the primary structure served. by the ASr, any other
structures within 300 feet as well as a landscape plan prepared by a Florida licensed
architect Dr landscape architect and other supporting documentation as deemed
necessary by the City Manager or designee.
(Ord. No. 99-09, ~ I(Exh. A, ~ 703), 7.13.99; Ord. No. 2000-08, G I, 4-4-00)
Sec. 31-144. Busil1es. Zol1iDIl' Districts.
(a) PurpOSl!. These business districts are intended to provide for commercial development in
conformance with the Comprehensive Plan and provide for a variety of zoning districts to
accommodate the City's business and commerce needs. These zoning districts may be applied
to land designated Business and Office and Industrial and Oflice 011 the City's Future Land
Use Map, however, the uses within this district shall be collSistent with, but may 00 1l10re
restrictive than, the corresponding Business and Office and Industrial and Office categOIY
permitted uses.
(b) NeighborluJod Business (Bl) District. This district is intended to provide primarily for
retail sales and serriees 1:0 a sUITounding neighborhood. Retail stores permitted therein are
intended to include primarily convenience goods ...hich are usually a daily necessity fot a
residential neighborhood. The district is. appropriate for location on a collector or an arterial
roadway.
(1) USd permitted. No building or structure, Dr part thereof, shall be erected, altered or
used, or land used in whole or part for other than OIlS or more of the following specific
uses provided the requil'ements .et forth elsewhere in this suction ...." satisfied:
a. GroceIY store. and pharmacies with each .tore limited to 2,000 sQ.uare feet of
totallloor area.
Supp. No.6
CD31:71
03/23/2004 12:09
30546' 16
UPTOWN MARINA IS
PAGE 07
. .
~ 31.171 AVENTlTRAOODE
b. &krUJr qxJCe$. Each dwelling unit shall provide a minimum of one unencloaed
parking space. DweUing units with four or more bedr1loll1& shall provide two
unenc10Aed parking spaces. P~king lIpllces ahall not be located 80 as to require a
parked vehicle to interfere with sidewalk travel lines.
(3) Besuuntial multi-family.
a. 1 V. parking spaces shall be provided for each efficiency unit or one bedroow unit.
b. Two parking spaces shall be provided fot' each unit with two or more bedroolllJ; or
one bedroom unit with den or study.
e. In addition to the above, llIultiple-f8l11ily buildinp of mrer 35 feet in height or
with llIOre than 20 dwelling units a!Iall be required to provide suppleml!Dtal guest
parkillg space equal to a minimum of five percent or the spaces othenri.se
requix'ed.
(4) Other resichntial build!nes.
a. Dormitories. {ratemitiu: One parltinc space fill' each bed.
b. HoteUr ll1ld motels, including clubs: One parking space for each sleeping room.. If,
in addition to sleeping rooms, there are other uses opetated in coojW1ction 'with
andlor as part or the hotel/motel, additional off-street pax'king spaces shall be
provided for such other uses as would be required by this section ifsuc:h uses were
separate from the hoteJlmotel to the extent of:
1. 85 percent of the required off-street parking for retail stores, offices,
services. establishments, bars, restaurants, dining molDS, night clubs Or
cabarets.
2. 60 percent of the required oll'-iltreet parking for comereuce facilities,
bs1lrooms, banquet ba11II, !Meting rooDIll or auditoriUIllA.
c. H ousiTlrf for eltkrly requiri.ne littk or no $pedal care, includi.ng retire1/U!nt
cornmunitiu or adult ~n"!Ilt co1ll11llUlitia: One parking !pace for each
dwelling unit plus one apace for each employee on the day shift.
d. Housi"8 for eUuly or 01Mr$ requiriflc mockrate speciQl ~ includitl,!l adult
coneregate wing fadlitiu, assisted !ivin8 ~iUties. u:teNkd care faci1itka a.nd
1<>r'C.term care /a.cilitka: One-half of aile space pet' bed plus olle spw:e for each
employee on the day shift:.
e. Housin8 for tM e1.ckrly or otMl$ requirinc em1l$iue specU;r1. CIU'fl, includine
1W1'Sine hotMS and hoqJias: One-half' parking apace per bed and one parking.
space per employee on day shift.
f. Inkgrated living (adlil~s {or the elduly incorporating multiple can environ-
nunts, Uu:l.uding coTlZinuing etUWI ,..,tiremmat conununltia: P....kiDg requirements
to be calculated from individual compollents based on Co through e. above.
---
Supp. No. 4
CD31:1l0
. -- -~----_..,.,.-_._-'- ---"T'--- .--
BILZIN SUMBERG BAENA PRICE & AXELROD LLP
A PARTNERSHIP OF" PROFESSIONAL ASSOCIATIONS
200 SOUTH BISCAYNE aOULEVARD, SUITE 2500. MIAMI, F"LORIOA 3.3131-5340
Briall S. Adler, P.A.
Direct Dial: (305) 350-2351
Direct Fax: (305) 351-2206
Email: badler@hilzin.com
TELEPHONE: (305) 374-7580 . FAX: (305) 374-7593
E-MAIL.:INFO@BILZIN.COM . WWW.SILZIN.COM
March 31, 2004
VIA HAND DELIVERY
Joanne Carr, Plarming Director
City of Aventura
19200 West Country Club Drive
4th Floor
Aventura, Florida 33180
Re: Lilteo/It Poiltte Apartments
Dear Ms. Carr:
In connection with your letter dated March 11, 2004 addressed to Claudio Stivelman at
Planinvest, Inc. regarding the Lincoln Pointe Apartments located at 17900 N.E. 31st Court,
A ventura, Florida, our office has conducted a search of the zoning history on the subj ect
property.
Your letter indicates that there may have been a transfer of density between the Lincoln
Pointe property (Tract D) and the Biscayne Cove property (TractsC and F). This statement was
based on the fact that Biscayne Cove was developed with 592 tmits, which exceeded the then
existing County Code, which permitted 50 tmits per acre.
Biscayne Cove was built in 1981 and Lincoln Pointe was built in 1991. The properties
were designated RU-4A at the time of construction and, therefore, we understand how the City
arrived at the possible conclusion that the properties were limited to 50 units per acre at the time
of construction. However, the units were actually being constructed pursuant to a 1968 zoning
approval through Resolution No. Z-267-68. This zoning approval rezoned a substantial portion
of what is known today as the City of Aventura, and covered properties from N.E. 163 Street to
N.E. 215 Street east ofBiscayne Boulevard. Attached for your review is Resolution No. Z-267-
68, which encompasses substantial portions of Sections 3 and 10 in Township 52, Range 42.
At the time of the approval, the development was governed under the then existing RU-
4A provisions ofthe Miami-Dade County Code that were adopted pursuant to Ordinance No. 57-
19.
\75924\20873\ # 670014 v 1
3/311042:33 PM
HILZIN SUM8ERG BAENA PRICE IS. AXELROD LLP
Ms. Joanne Carr
Planning Director
City of A ventura
Page 2
March 31, 2004
On December 5, 1972, after the Lincoln Pointe approval, the Miami-Dade County Board
of County Commissioners adopted Ordinance No. 72-92 which revamped the RU-4A district and
instituted the 50-unit per acre density limitation. Prior to the December 5, 1972 ordinance, the
RU-4A district was more closely related to square footage of the units as opposed to a strict
density limitation. The actual density was permitted at up to 67 units per acre based on the
square footage of the proposed condominiums. Attached for your review is a copy of the
November 1, 1972 memorandum from Reginald Walters, the then Executive Secretary of the
Miami-Dade County Planning Advisory Board, to the Miami-Dade County Board of County
Commissioners, that accompanied the ordinance amending the RU-4A district. This
memorandum addresses the proposed modifications to the RU-4 and RU-4A districts, and
recommended the 50 dwelling units per acre density cap. Specifically, under Reduction of
Densities, the memorandum details:
The new districts permit a maximum of 50 units per acre for
apartment development and 75 units per acre for hotel and motel
development replacing the existing district which permits a
possible 67 units per acre for apartment development and even a
higher number of units for hotel and motel.
Because Resolution No. Z-267-68 was approved prior to the 50-unit per acre density cap,
and is the resolution governing the Biscayne Cove and Lincoln Pointe properties, Biscayne Cove
was able to achieve the 62.18ot units per acre at the time it was constructed in 1981. In fact, it
appears that both the Biscayne Cove and Lincoln Pointe properties were approved to have 659
urUts each, with a 304-unit 27-story tower (maximum height of 290 feet), a 320-unit 2l-story
tower, a 35-unit townhouse development and a parking garage. I attach for your review a copy
of the portion of the site plan depicting the Biscayne Cove and Lincoln Pointe properties.
The Lincoln Pointe property was constructed pursuant to a substantial compliance
approval issued by Miami-Dade County on June 26, 1989, said substantial compliance approval
being in compliance with Resolution No. Z-267-68.
Therefore, the density enjoyed by the Biscayne Cove development was not based on the
transfer of density from the Lincoln Pointe property, but actually from the approved Resolution
No. Z-267-68, which predated the 50-unit per acre density limitation, and less than that permitted
under the governing approval.
Based on the foregoing, we respectfully request the City to issue a replacement letter to
the March 11, 2004 correspondence regarding Lincoln Pointe, which permits the property to be
\75484\19483\ # 652489 v 1
31311042:33 PM
BILZIN SUM BERG BAENA PRICE & AXELROD LLP
Ms. Joanne Carr
Planning Director
City of Aventura
Page 3
March 31, 2004
developed, subject to any declarations or limitations of record, in substantial compliance with the
approved plans (with 659 units) or in accordance with the current City Code.
Thank you for your attention to this request. Should you have any questions or require
additional information, please contact me at 305/350-2351.
yery truly yours,
rg~
Brian S. Adler
BSAlmp
Enclosure
Cc: David Wolpin, Esquire
Claudio Stivelman
Stanley B. Price, Esq.
\75484\19483\ # 652489 v 1
3/311042:33 PM
C4-MlP-00.
'1/blif->.
_Ll:<2fr'., r.:, P. .
APPLICANT REPRESENTATIVE AFFIDAVIT
Pursuant to Section J 1-( I\DJ\LJtl) or me Vlty OT Avemura Lana uevelopmem \...,ooe, InlS Applicant Kepresemallve ATTloavit;s hereby made and
submitted. The undersigned authorized representative of the individual or entity applying for the Development Permit, which is identified in the
accompanying application, and the owner of the property subject to the application (if different) hereby lists and identifies all persons representing the
individuai or entity applying for the Development Permit In connection with the application, as follows
Name
Relationship (ie Attorneys, Architects, Landscape
Architects, Engineers, Lobbyists, Etc.)
Stanlev B. Price. Esquire
Attornev
Brian S. Adler. Esquire
Attornev
Cliff Schulman. Esquire
Attornev
Robert L. Krawcheck, Esquire
Attornev
(Attach Additional Sheets If Necessary)
NOTICE: ANY STATEMENT OR REPRESENTATION MADE BY ANY PERSON LISTED ON THE APPLICANT REPRESENTATIVE
AFFIDAVIT SHAll BE BINDING UPON THE INDIVIDUAL OR ENTITY APPLYING FOR THE DEVELOPMENT PERMIT AND THE
OWNER OF THE SUBJECT PROPERTY. APPLICANTS AND AFFIANTS ARE ADVISED TO TIMELY SUPPLEMENT THIS
AFFIDAVIT PURSUANT TO SEC. 31-71(B)(2)(IV) OF THE CITY'S lAND DEVELOPMENT REGULATIONS IN THE CITY CODE. IN
THE EVENT THAT PRIOR TO CONSIDERATION OF THE APPLICATION BY THE CITY BOARD OR COMMISSION, THE
INFORMATION PROVIDED IN THE AFFIDAVIT BECOMES INCORRECT OR INCOMPLETE.
'iiv
WITNESS MY HAND THIS ~DAY OF r:;E fTE~/je R- 2005.
AUTHORIZED REPRESENTATIVE OF APPLICANT: OWNER
SHEFAOR/TARRAGON, LLLP, a Florida limited
liability limited partnership
By: Aventura Tarragon GP, LLC,
its General Partner
By: Tarra on South Development
Managing Member
By:
By:
(Signature)
Name:
(Print)
Title:
Address:
MIAMI 923038.2 7592420873
1
STATE OF FLORIDA
COUNTY OF BROWARD
Before me the undersigned authority personally appeared JAMES M. CAULEY, JR. as the authorized representative of the
Applicant and/or the owner of the property subject to the application, who being fir b me duly sworn, did swear or affirm that he/she
executed this Affidavit for the purposes stated therein and that it is true an
AFFlkNT
SWORN TO AND SUBSCRIBED BEFORE ME this I:l day of S. 8f., 2005.
(tw~~t{ ~ Cor cbr~
Notary Public State of Florida At Large
Printed Name of Notary ('.q I2.DL IN R (' 0 12 j) 0 .13'"
My commission expires: (),>, j 7-1 I u q
~(lTARY PrBUc.l1m OF flORIDA
''l' (f Carolina Cordoba
(~I Co:nmissicn. DD4.09;~3
"""'ift'I Lxpire:s: ~I.'.R. 2 i. 2009
&ti.:l.,t inn-Atlantic Ionw<< C.o.1l.:.c..
MIAMI 923038.2 7592420873
2
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( i~!;;: i=!:\,i
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~(}JIi:<C:~
BUSINESS RELATIONSHIP AFFIDAVIT
This Affidavit is made pursuant to Section 31-71(b)(2)(ii) of the City of Aventura Land Development Code. The undersigned Affiant hereby discloses that:
(mark with 'x" applicable portions only)
~1
Affiant does not have a Business Relationship with any member of the City Commission or any City Advisory Board to
which the application will be presented
[ ] 2.
Affiant hereby discloses that it does have a Business Relationship with a member of fhe City Commission or a Cify Advisory
Board to which the application will be presented, as follows:
(List name of Commissioner or Advisory Board Member) who serves on the
(List City Commission or City AdVISOry Board upon which member serves).
The nature of the Business Relationship Is as follows
[ ] i. Member of City Commission or Board holds an ownership interest in excess of 1 % of total assets or capital stock
of Applicant or Representative;
[] ii. Member of City Commission or Board IS a partner, co-shareholder (as to shares of a corporation which are not
iisted on any national or regional stock exchange) or JOint venturer with the Applicant or Representative in any
business venture;
[ ] iii The Applicant or Representative is a Client of a member of the City Commission or Board or a Client of another
professional working from the same office or for the same employer as the member of the City Commission or
Board;
[] iv. A City Commissioner or Board member is a Client of the Applicant or Representative;
[] v. The Applicant or Representative is a Customer of the member of the City Commission or Board (or of his or her
employer) and transacts more than $10,00000 of the business of the member of the City Commission or Board
(or his or her employer) in a given calendar year;
[ ] vi The member of the City Commission or Board is a Customer of the Applicant or Representative and transacts
more than $25,000.00 of the business of the Applicant or Representative in a given calendar year.
WITNESS MY HAND THIS l2!:- DAY OF ~Q!3M,(~2005
By:
(Signature)
APPLlC
'The terms "Business Relationship:' "Client," "Customer," "Applicant: "Representative" and "Interested Person" are defined in
Section 2-395 of the Aventura City Code.
MIAMI 92303B.2 7592420873
4
WITNESS MY HAND THIS ~ DAY OF CrJ'~ 2005.
REP N TIV : (Listed on Business Relationship Affidavit)
By: (Signature) By: (Signature)
Jr. (Print) Name: (Print)
(Print) Title: (Print)
By: (Signature) By: (Signature)
Name: Stan lev B. Price (Print) Name: (Print)
Title: Attornev (Print) Title: (Print)
By: (Signature) By: (Signature)
Name: Brian S. Adler (Print) Name: (Print)
Title: Attorney (Print) Title: (Print)
By: (Signature) By: (Signature)
Name: Cliff Schulman (Print) Name: (Print)
Title: Attorney (Print) Title: (Print)
By: (Signature) By: (Signature
Name: Robert L. Krawcheck (Print) Name: (Print)
Title: Attorney (Print) Title: (Print)
NOTE: 1) Use duplicate sheets if disclosure information for Representative varies
2) Applicants and Affiants are advised to timely supplement this Affidavit pursuant to Sec. 3 1-7 I (b)(2)(iv) of
the City's Land Development Regulations in the City Code. in the event that prior to consideration of the
application by the City Board or Commission, the information provided in the Affidavit becomes incorrect or
incomplete.
MIAMI 923038.2 7592420873
8
NOTARIZATION PROVISION
______.______________n___n______n______d.____________.__....________.........______............__...______...._.._...............-----.........-----.--.......---------.......--.--.-.--.-....-----.
STATE OF FLORIOA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared, JAMES M. CAULEY, JR., the Affiant,
executed this Affidavit for the purposes stated therein and that it is true and correct
b ng fi by me duly sworn, did swear or affirm that he/she
SWORN TO AND SUBSCRIBED before me this ~..j\<-day of SffffH6f&05 '\; j-. /I 1!J
SOlARY Pll!IJC.\'HTE Of flORID1 ( 1~t1J;1u{ a Uv t/w'1J1"--
~ ({ Carolina Cordoba lary Public Stale of Florida At Large
i.'i'$;-;c-. HSS0J=DD4093S3 CA-.fOI.-INI'I C:oR])O 8A
"'\'g.; Llp,:c5: ~t\R. 21, 2009 Printed Name of Notary '. /
3ond~dn.n.l o\iJ~_oticBond.inIC.o tn My commission expires: 3/2( tJ '1
______________________________n______________________________________________~________________________::___~_____________n_________________________~______~________________--------------------
STATE OF FLORIOA )
COUNTY OF MIAMI-OADE)
Before me, the undersigned authority, personally appeared, STANLEY B. PRICE, the Affiant, who being first by me duly sworn, did swear or affirm that he/she
executed this Affidavit for the purposes stated therein and that it is true and correct
STANLEY B. PRICE
SWORN TO AND SUBSCRIBED before me this _ day of
,2005.
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires'
--------------------------~---------------- ---------------------- ------------------------- -------------------------- --------------------------- -------------------------------------------------------------------------
STATE OF FLORIOA )
COUNTY OF MIAMI-DAOE)
Before me, the undersigned authority, personally appeared, BRIAN S. ADLER, the Affiant. who being first by me duly sworn, did swear or affirm that he/she
executed this Affidavit for the purposes stated therein and that it is true and correct.
BRIAN S. AOLER
SWORN TO AND SUBSCRIBED before me this ~ day of
,2005
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
___________________________________ _________________n____ ___________________ ___~________________~_ --------------------------------------------------------------------~--
STATE OF FLORIDA )
COUNTY OF MIAMI-DAOE)
Before me, the undersigned authority, personally appeared, ROBERT L KRAWCHECK, the Affiant, who being first by me duly sworn, did swear or affirm that
he/she executed this Affidavit for the purposes stated therein and that it is true and correct
ROBERT L KRAWCHECK
SWORN TO AND SUBSCRIBED before me this _ day of
,2005.
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
___________________________________ ___________________ _______________________ _____________________ ____________________n _______________________ ____________________________________________________________-----------
MIAMI 923038_2 7592420873
3
BUSINESS RELATIONSHIP AFFIDAVIT
This Affidavit is made pursuant to Section 31-71(b)(2)(ii) of the City of Aventura Land Development Code. The undersigned Affiant hereby discloses that:
(mark with 'x' applicable portions only)
p(1.
Affiant does not have a Business Relationship with any member ot the City Commission or any City Advisory Board to
which the application will be presented.
[ ] 2.
Affiant hereby discloses that it does have a Business Relationship with a member ot the City Commission or a City Advisory
Board to which the application will be presented, as follows:
(List name of Commissioner or Advisory Board Member) who serves on the
(List City Commission or City Advisory Board upon which member serves).
The nature of the Business Relationship is as tollows:
[] i. Member of City Commission or Board holds an ownership interest in excess of 1% of total assets or capital stock
of Applicant or Representative;
[] ii. Member of City Commission or Board is a partner, co-shareholder (as to shares of a corporation which are not
listed on any national or regional stock exchange) or joint venturer with the Applicant or Representative in any
business venture;
[] iii. The Applicant or Representative is a Client of a member of the City Commission or Board or a Ciient of another
professional working from the same office or for the same employer as the member of the City Commission or
Board;
[] iv. A City Commissioner or Board member is a Client of the Applicant or Representative;
[] v. The Applicant or Representative is a Customer of the member of the City Commission or Board (or of his or her
empioyer) and transacts more than $10,000.00 of the business of the member of the City Commission or Board
(or his or her employer) in a given calendar year;
[] vi. The member of the City Commission or Board is a Customer of the Applicant or Representative and transacts
more than $25,000.00 of the business of the Applicant or Representative in a given calendar year.
?I~"'"
WITNESS MY HAND THIsL DAY OF ~")J\.' ,2005.
---
APP~NT REPRES~"'- -
By: "0: IS. / ~ (Signature)
Stantey 8. ~e, Esq..
Mo (
'The terms "Business Relationship," "Client," "Customer," "Applicant," "Representative" and "Interested Person" are defined in
Section 2-395 of the Aventura City Code.
MIAMI 923038.1 7592420873
5
BUSINESS RELATIONSHIP AFFIDAVIT
This Affidavit is made pursuant to Section 31-71(b)(2)(ii) of the City of Aventura Land Development Code. The undersigned Affiant hereby discloses that:
(mark with .x" applicable portions only)
lJ.1
Affiant does not have a Business Relationship with any member of the City Commission or any City Advisory Board to
which the application will be presented.
I ] 2
Affiant hereby discloses that it does have a Business Relationship with a member of the City Commission or a City Advisory
Board to which the application will be presented, as follows:
(List name of Commissioner or Advisory Board Member) who serves on the
(List City Commission or City Advisory Board upon which member serves).
The nature of the Business Relationship is as follows:
I] i. Member of City Commission or Board holds an ownership interest in excess of 1 % of total assets or capital stock
of Applicant or Representative;
I] ii. Member of City Commission or Board is a partner. co-shareholder (as to shares ot a corporation which are not
listed on any national or regional stock exchange) or joint venturer with the Applicant or Representative in any
business venture;
[] iii. The Applicant or Representative is a Client of a member of the City Commission or Board or a Client of another
professional working from the same office or for the same employer as the member of the City Commission or
Board;
II iv. A City Commissioner or Board member is a Client of the Applicant or Representative;
I] v. The Applicant or Representative is a Customer of the member of the City Commission or Board (or of his or her
employer) and transacts more than $10,000.00 of the business of the member of the City Commission or Board
(or his or her employer) in a given calendar year;
II vi. The member of the City Commission or Board is a Customer ot the Applicant or Representative and transacts
more than $~5,OOO.00 of the business of the Applicant or Representative in a given calendar year.
WITNESS MY HAND THIS r DAY OF ~j ')./\ /' , 2005.
By:
(Signature)
AP
>
'The terms "Business Relationship." "Client," "Customer," "Applicant." "Representative" and "Interested Person" are defined in
Section 2-395 of the Aventura City Code.
MIAMI 923038.1 7592420873
6
WITNESS MY HAND THIS 3L DAY OF ~~' fir, ,20~
REPRESENTATIVE: (Listed on Business Relationship Affidavit)
By: (Signature) By: (Signature)
Name: James M. Caulev, Jr. (Print) Name: (Print)
Tille: Developer (Print) Title: (Print)
~-----_....
BYS.~ \0'';'' (Signature) By: (Signature)
f"
Name: Stan lev B. Price (Print) Name: (Print)
Tille: Attornev (Print) Title: (Print)
By: (Signature) By: (Signature)
(Print) Name: (Print)
Tille: Attornev (Print) Title: (Print)
By: (Signature) By: (Signature)
Name: Cliff Schulman (Print) Name: (Print)
Title: Attornev (Print) Tille: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
NOTE: 1) Use duplicate sheets if disclosure information for Representative varies
2) Applicants and Affiants are advised to timely supplement this Affidavit pursuant to Sec, 3l-71(b )(2)(iv) of
the City's Land Development Regulations in the City Code, in the event that prior to consideration of the
application by the City Board or Commission, the infonnation provided in the Affidavit becomes incorrect or
incomplete.
MIAMI 923038.1 7592420873
8
NOTARIZATION PROVISION
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared, JAMES M. CAULEY, JR., the Affiant, who being first by me duly sworn, did swear or affirm that he/she
executed this Affidavit for the purposes stated therein and that it is true and correct.
JAMES M. CAULEY, JR.
SWORN TO AND SUBSCRIBED before me fhis _ day of
,2005.
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared, STANLEY B. PRICE, the Affiant, who beinJ firnt hy mP. O.\JJy sworn, did swear or affirm that he/she
executed this Affidavit for the purposes stated therein and that it is true and correct.
'.-J...-.- 0. \ .
\_'~' J<~
STANLEY B. PRI~
'St- .Y
SWORN TO AND SUBSCRIBED before me thiS::u.:: day of ~-h005.
\11111" Alb'
S'~W.p~~<. Kyra arraClD
=~:'-@":~: Commission # DD348962
\~1,~#..hIpires: AUG. 22. 2008
""'I~~,~;.\\" 'n~,nl,',A.HC~:-:C:.HY,COm
r
Printed Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
.:-....~Y.'~&~"" Kyra Albarracin
""'Ai:,. ,. #DD'''962
=~:' .~ :COllllllllSlon ,.",
;~'" ...11 Expires: AUG. 22, 2008
""'~Of'~~""" A .\.T .
"'"11\\\ ',l,"\l.'W, A.RO~;,CTA...(,!,CO:l:l
rs~)y me duly swQ!Il...did swear or affirm that he/she
Before me, the undersigned authority, personally appeared, BRIAN S. ADL~nt
executed this Affidavit for the purposes stated therein and that it is true and correct. (-.S '-
//
BRIA
SWORN TO AND SUBSCRIBED before me this ~y of fv,.A(!JI A'!i 1:-20
/
Printed Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared, CLIFF SCHULMAN, the Affiant, who being first by me duly sworn, did swear or affinn that he/she
executed this Affidavit for the purposes stated therein and that it is true and correct.
CLIFF SCHULMAN
SWORN TO AND SUBSCRIBED before me this _ day of
,2005.
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
MIAMI 923038.1 7592420873
3
..
. ...r.".s....\.
':,. ".
,
...."""'.'!:/
BUSINESS RELATIONSHIP AFFIDAVIT
This Affidavit is made pursuant to Section 31-71(b)(2)(ii) of the City of Aventura land Development Code. The undersigned Affiant hereby discloses that:
(mark with "x' applicable portions only)
~ 1. Affiant does not have a Business Relationship with any member of the City Commission or any City Advisory Board to
which the application will be presented
[ ] 2. Affiant hereby discloses that it does have a Business Relationship with a member of the City Commission or a City Advisory
Board to which the application will be presented, as follows:
(List name of Commissioner or Advisory Board Member) who serves on the
(List City Commission or City Advisory Board upon which member serves).
The nature of the Business Relationship is as follows:
[I i Member of City Commission or Board holds an ownership interest in excess of 1 % of total assets or capital stock
of Applicant or Representative;
[] ii Member of City Commission or Board is a partner, co-shareholder (as to shares of a corporation which are not
listed on any national or regional stock exchange) or joint venturer with the Applicant or Representative in any
business venture;
[] iii The Applicant or Representative is a Client of a member of the City Commission or Board or a Client of another
professional working from the same office or for the same employer as the member of the City Commission or
Board;
[] iv. A City Commissioner or Board member is a Client of the Applicant or Representative;
[] v. The Applicant or Representative is a Customer of the member of the City Commission or Board (or of his or her
employer) and transacts more than $10,000.00 of the business of the member of the City Commission or Board
(or his or her employer) in a given calendar year;
By:
[j vi The member of the City Commission or Board is a Customer of the Applicant or Representative and transacts
more than $25,000.00 of the business of the Applicant or Representative in a given calendar year.
HANDTHIS~DAYOF ~ 2005.
(Signature)
'The terms "Business Relationship," "Client," "Customer," "Applicant," "Representative" and "Interested Person" are defined in
Section 2-395 of the Aventura City Code.
MIAMI 923038.1 7592420873
7
WITNESS MY HAND THIS l.d:..- DAY OF ~, 200('-
REPRESENTATIVE: (listed on Business Relationship Affidavit)
By: (Signature) By: (Signature)
Name: James M. Cauley, Jr. (Print) Name: (Print)
Title: Developer (Print) Title: (Print)
By: (Signature) By: (Signature)
Name: Stan lev B. Price (Print) Name: (Print)
Title: Attorney (Print) Title: (Print)
By: (Signature) By: (Signature)
Name: Brian S. Adler (Print) Name: (Print)
Title: Attorney (Print) Title: (Print)
By: ----(Signature) By: (Signature)
Name: Cliff Schulman (Print) Name: (Print)
Title: Attorney (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
NOTE: 1) Use duplicate sheets If disclosure information for Representative varies
2) Applicants and Affiants are advised to timely supplement this Affidavit pursuant to Sec. 31-71(b)(2)(iv) of
the City's Land Development Regulations in the City Code, in the event that prior to consideration of the
application by the City Board or Commission, the information provided in the Affidavit becomes incorrect or
incomplete.
MIAMI 923038.1 7592420873
8
NOTARIZATION PROVISION
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared, JAMES M. CAULEY, JR. the Affiant, who being first by me duly swam, did swear or affirm that he/she
executed this Affidavit for the purposes stated therein and that it is true and correct.
JAMES M. CAULEY, JR.
SWORN TO AND SUBSCRIBED before me this _ day of
,2005.
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI-PADE)
Before me, the undersigned authority, personally appeared, STANLEY B. PRICE, the Affiant, who being first by me duly sworn, did swear or affirm that heJshe
executed this Affidavit for the purposes stated therein and that it is true and correct.
STANLEY B. PRICE
SWORN TO ANP SUBSCRIBED before me th~ _ day of
,2005.
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared, BRIAN S. ADLER, the Affiant, who being first by me duly swam, did swear or affirm that he/she
executed this Affidavit for the purposes stated therein and that it is true and correct.
BRIAN S. ADLER
SWORN TO AND SUBSCRIBEP before me thIS _ day of
,2005.
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
I HULMAN
~\;'
SWORN TOANP SUBSCRIBED beforemethisLdaYOf~~'u[2005. ..~
0.....,.... "I.I~ Notary Public State of Florida .__C . ,.I
~ ',6 ': Mana. -Jose Lopez Notary Public tate 0 arge
.. ~ i My CommISSion DD373825
"'>).OF(\.O Expires 1213/2008
affirm that he/she
Before me, the undersigned authority, personally appeared, CLIFF SCHULMAN, the Affiant, wh
executed this Affidavit for the purposes stated therein and that it is true and correct.
Printed Name of Notary " I . \
My commission eXPi~ \l\C>lno. :'Sc;,,,,,... \..:o,\,<...e,.
':J -l~-~ .-o~
MIAMI 923038.1 7592420873
3
BUSINESS RELATIONSHIP AFFIDAVIT
This Affidavit is made pursuant to Section 31-71(b)(2)(ii) of the City of Aventura land Development Code. The undersigned Affiant hereby discloses that:
(mark with 'x" applicable portions only)
W Affiant does not have a Business Relationship with any member of the City Commission or any City Advisory Board to
which the application will be presented.
I ] 2. Affiant hereby discloses that it does have a Business Relationship with a member of the City Commission or a City Advisory
Board to which the application will be presented, as follows:
(List name of Commissioner or Advisory Board Member) who serves on the
(List City Commission or City Advisory Board upon which member serves).
The nature of the Business Relationship is as follows:
[] i. Member of City Commission or Board holds an ownership interest in excess of 1% of total assets or capital stock
of Applicant or Representative;
[] ii. Member of City Commission or Board is a partner, co-shareholder (as to shares of a corporation which are not
listed on any national or regional stock exchange) or joint venturer with the Applicant or Representative in any
business venture;
[] iii. The Applicant or Representative is a Client of a member of the City Commission or Board or a Client of another
professional working from the same office or for the same employer as the member of the City Commission or
Board;
[] iv. A City Commissioner or Board member is a Client of the Applicant or Representafive;
[] v. The Applicant or Representative is a Customer of the member of the City Commission or Board (or of his or her
employ€r) and transacts more than $10,000.00 of the business of the member of the City Commission or Board
(or his or her employer) in a given calendar year;
[] vi. The member of the City Commission or Board is a Customer of the Applicant or Representative and transacts
more than $25,000.00 of the business of the Applicant or Representative in a given calendar year.
WITNESS MY HAND THIS (p.... DAY OF ~eK,...b<,-- ,2005.
APPLICANT R~S~Ap
By: L(4dt2tZ'{L/~~ (Signature)
v
Robert L. Krawcheck, Esq.
Afforney
'The terms "Business Relationship," "Client," "Customer," "Applicant," "Representative" and "Interested Person" are defined in
Section 2-395 of/he Aventura City Code.
MIAMI 923038.2 7592420873
7
WITNESS MY HAND THIS 6:ti.Y OF ql~- , 2ooih-
REPRESENTATIVE: (Listed on Business Relationship Affidavit)
By: (Signature) By: (Signature)
Name: James M. Cauley. Jr. (Print) Name: (Print)
Title: Developer (Print) Title: (Print)
By: (Signature) By: (Signature)
Name: Stanley B. Price (Print) Name: (Print)
Title: Attorney (Print) Tille: (Print)
By: (Signature) By: (Signature)
Name: Brian S. Adler (Print) Name: (Print)
Title: Attorney (Print) Title: (Print)
By: (Signature) By: (Signature)
Name: Cliff Schulman (Print) Name: (Print)
Tille: Attorney (Print) Title: (Print)
By: ~,A~.?W4gnature) By: (Signature
,,-
Name: Robert l. Krawcheck (Print) Name: (Print)
Title: Attorney (Print) Title: (Print)
NOTE: 1) Use duplicate sheets if disclosure information for Representative varies
2) Applicants and Affiants are advised to timely supplement this Affidavit pursuant to Sec. 31-71(b)(2)(iv) of
the City's Land Development Regulations in the City Code, in the event that prior to consideration of the
application by the City Board or Commission, the information provided in the Affidavit becomes incorrect or
incomplete.
MIAMI 923038.2 7592420873
8
NOTARIZATION PROVISION
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared, JAMES M. CAULEY, JR., the Affiant, who being first by me duly sworn, did swear or affirm that he/she
executed this Affidavit for the purposes stated therein and that it is true and correct.
JAMES M. CAULEY, JR.
SWORN TO AND SUBSCRIBED before me this ~ day of
,2005.
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared, STANLEY B. PRICE, the Affiant, who being first by me duly sworn, did swear or affirm that he/she
executed this Affidavit for the purposes stated therein and that it is true and correct.
STANLEY B. PRICE
SWORN TO AND SUBSCRIBED before me this ~ day of
,2005.
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared, BRIAN S. ADLER, the Affiant, who being first by me duly sworn, did swear or affirm that he/she
executed this Affidavit for the purposes stated therein and that it is true and correct.
BRIAN S. ADLER
SWORN TO ANP SUBSCRIBED before me this ~ day of
,2005.
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
STATE OF FLORIPA )
COUNTY OF MIAMI-PAPE)
Before me, the undersigned authority, personally appeared, ROBERT L. KRAWCHECK, the Affiant, who being first by me duly sworn, did swear or affirm that
hefshe executed this Affidavit for the purposes stated therein and that it is true and correct. .
",~tt"'I" Alb .
~"'.:J;~:-~-~;;;,,- Kyra arracm
~:o<l'-~ :Commission # DD348902
;~i-....~fEIpim: AUG, 22,2008
"4' OFf\: \,,"
1111111\" YlVr'1..'.AARo~;NOT..I,Xf.com
RO
SWORN TO AND SUBSCRIBED before me this ~ay Of~, 2005.
Printed Name of Notary
My commission expires:
MIAMI 923038.2 7592420873
3
CITY OF AVENTURA
COMMUNITY DEVELOPMENT DEPARTMENT
MEMORANDUM
FROM: Eric M. Soroka, I
City Manager
TO: City Commission
BY: Joanne Carr, AIC
Planning Director
DATE: August 3,2005
SUBJECT: Request of Williams Island Property Owners' Association
for Sign Variance (01-SV-04)
Island Boulevard Directional Signs
September 6, 2005 City Commission Meeting Agenda Item lo- B
RECOMMENDATION
It is recommended that the City Commission approve the request for variance to
permit eight directional signs within Williams Island measuring six square feet,
where a maximum of four square feet is permitted by Code, upon the condition
that all existing directional signs are removed.
THE REQUEST
The applicant, Williams Island Property Owners' Association, is requesting
variance from Section 31-191 (f)(2) of the City Code to permit eight directional
signs within Williams Island measuring six square feet where four square feet is
the maximum size for directional signs permitted by Code. (See Exhibit #1 for
Letter of Intent)
BACKGROUND
APPLICANT
Williams Island Property Owners' Association
OWNER OF PROPERTY
Williams Island Property Owners'
Association (Signs 1,2,4,5,6)
Minto La Vogue Inc. (Signs 3, 7,8)
LOCATION OF PROPERTY
Island Boulevard (See Exhibit #2 for
Location Map)
LEGAL DESCRIPTION
Island Boulevard, Aventura
Easement WE-1, ORB 12103, Page
1723, Easement N-S-100 North, ORB
12103, Page 1723, Easement N-S-100
South, ORB 12425, Page 2449,
Easement B-C-E, ORB 12425, Page
2449 and Triangular Driveway
Easement Parcel, ORB 22023, Page
2638, City of Aventura, Miami-Dade
County
ZONING
Subject property:
Property to the West:
RMF4, Multifamily High Density
Residential District
RMF4, Multifamily High Density
Residential District
CNS, Conservation District
RMF4, Multifamily High Density
Residential District
RMF4, Multifamily High Density
Residential District
Property to the North:
Property to the South:
Property to the East:
EXISTING LAND USE
Subject property:
Property to the North:
Property to the South:
Property to the East:
Property to the West:
Private Road within Williams Island
Development
Residential condominium
Ojus Canal
Marina & Residential condominium
Marina & Residential condominium
FUTURE LAND USE - According to the Citv of Aventura Comprehensive Plan,
the following properties are currently designated as follows:
Subject property:
Property to the North:
Property to the South:
Medium-High Density Residential
Medium-High Density Residential
Water
2
Property to the East:
Water &
Residential
Water &
Residential
Medium-High
Density
Property to the West:
Medium-High
Density
The Site - The subject site is Island Boulevard within the Williams Island
development, City of Aventura.
History - In March of 2004, Williams Island Property Owners' Association
submitted an application for sign variance to permit continued maintenance of
eleven directional signs within Williams Island. All existing signs exceeded the
maximum size allowed for directional signs. Nine of the signs were swinging or
hanging signs which are prohibited by Code and therefore are not variable. The
remaining two signs were placed on walls to the south of the entrance to Williams
Island and have been removed.
City staff has been working with POA staff since the date of its application to
bring all directional signs into compliance with the City Code, which allows a
maximum of four square feet with a height maximum of three feet. The first
compliant sign, that is, two feet high and two feet wide for an area of four square
feet has been erected at Mediterranean Village, as shown in Exhibit #3. Due to
the mature landscaping on Island Boulevard, this sign is difficult to see.
The Project - The applicant has revised its 2004 application to now request a
sign variance to allow eight, four square directional foot signs on a one foot high
post. This will result in a sign area of six square feet. The location of the signs is
shown on Exhibit #4 and the typical sign detail is shown on Exhibit #5.
Citizen Comments - The Community Development Department has not
received any written or verbal citizen comments.
ANALYSIS
Community Development Department Analysis - Section 31-191(f)(2) of the
City Code allows residential directional signs within a development at a maximum
of four square feet and a height maximum of three feet.
The applicant has been working with City staff to bring all directional signs within
the Williams Island development into compliance with the City Code. The first
compliant sign, measuring two feet wide and two feet high, was recently installed
at Mediterranean Village. Due to the mature landscaping on Island Boulevard,
the sign is difficult to see. The applicant is requesting a sign variance to allow
eight, six foot square foot directional signs. This will allow a four square foot sign
to be installed on a one foot high post.
Criteria
3
The criteria for approval of Sign Variances set out in Section 31-1910)(8) of the
City of Aventura Land Development Regulations is as follows:
The Sign Variance maintains the basic intent and purpose of these
regulations; particularly as it affects the stability and appearance of the
City and provided that the variance will be otherwise compatible with the
surrounding land uses and would not be detrimental to the community. No
showing of unnecessary hardship to the land is required.
This request does preserve or enhance the unique character of the City and is
not in conflict with the basic intent and purpose of the ordinance. The signs are
compatible with the surrounding land uses and will properly index the
environment. The increased height of the sign is requested to allow proper
visibility and to accomplish their directional function. The architectural design of
all signs is consistent and will enhance the physical appearance of the
community.
4
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WILLIAMS ISLAND PROPERTY OWNERS ASSOCIATION, INC.
2600 bland Boulevard, Unit CU-J, Aventura, Florida 33160 Telephone: (305) 937-7894 Fa:>.:: (305) 466-3563
July 26, 2005
Joanne Carr
CITY OF A VENTURA
19200 W. Country Club Drive
Aventura, FL 33180
RE: Application for Silm Variance
Dear Joanne,
Please be advised that Williams Island Property Owners Association, Inc. has attempted to
be in compliance with the Aventura Code of Ordinances since 2004. We have ordered and
received the new approved signage, and received a permit to commence installation.
By complying with the new signage size, our signs are on the ground and cannot be seen by
residents when driving by, (See attached photograph)
I am requesting that Williams Island be permitted to increase the total signage area to six
feet so that motorists may clearly and rapidly read each sign while driving within Williams
Island.
The signs provide an important function, and it is very important that they be seen.
Thank you for your kind attention to this matter.
Exhibit # 1
01-SV-04
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APPLICANT REPRESENTA TNE AFFIDAVIT
PlKSuant to Section 31-71 (b)(2)(i) of the City of Aventura Land Development Code, this Applicant Representative Affidavit
Is hereby made and submitted. The undersigned authorized representative of the individual or entity applying for the Development
Perml~ which is identified in the accompanying epplication, and the owner of the property subject to the application (If different)
hereby lists end identifies ell persons representing the individual or entity applying for the Development Permit in connection with
the application, as follows:
Name
Relationship (i.e. Attorneys, Architects, Landscape
Arohnects, Engineers. Lobbyists, Etc.)
Clifford A. Schulman
Attomev
Attornev
Mario J. Garcia-Serra
(Attach Additional Sheets If Necessary)
NOTICE: ANY STATEMENT OR REPRESENTATION MADE BY ANY PERSON LISTED ON THE APPLICANT
REPRESENTATIVE AFFIDAVIT SHALL BE BINDING UPON THE INDMDUAL OR ENTITY APPLYING FOR
THE DEVELOPMENT PERMIT AND THE OWNER OF THE SUBJECT PROPERTY. APPLICANTS AND
AFFIANTS ARE ADVISED TO TIMELY SUPPLEMENT THIS AFFIDAVIT PURSUANT TO SEC. 31-71(B)(2)(1V)
OF THE CITY'S LAND DEVELOPMENT REGULATIONS IN THE CITY CODE, IN THE EVENT THAT PRIOR
TO CONSIDERATION OF THE APPLICATION BY THE CITY BOARD OR COMMISSION, THE INFORMATION
PROVIDED IN THE AFFIDAVIT BECOMES INCORRECT OR INCOMPLETE.
WITNESS MY HAND THIS
DAY OF
,200_.
AUTHORIZED REPRESENTATIVE OF APPLICANT:
By:
OWNER
BY:'/.. ~~~
(Signature)
Name: Jonathan Evans (Print)
Title: President
Address: 7900 Island Boulevard
Williams Island. Florida 33160
(Signafure)
Name: Clifford A. Schulman (Print)
TiUe: Attornev
Address: 1221 Brickell Avenue
MiamI. Florida 33131
STATE OF FLORIDA )
COUNTY OF MIAMI-OADE)
Before me the undersigned authority personally appeared Jonathan Evans as the authorized representative of
the Applicant and/or the owner of the property subject to the application, who being first by me duly sworn, did swear
or affinn that he/she executed this Affidavit for the purposes stated ther~jn alJ9. that it is true and correct.
^ -J,?rJ47?1.4" 6V-r/?.:5
,d<- AFFIANT
SWORN TO AND SUBSCRIBED BEFORE ME thisz::.... day of ~ ' 2002.'
. ~
ry Public State of Florida At Large ,
nted Name of Notary e. vmTJ tst:./IOS'
My commission
#~'~V^..... E.'JEANBELLOSI
~.:... MY COMMISsiON" DD 124152
't0f''(\.f!:j~ EXPIRES: June 9. 2006
1~A.AY FLNoCerySeMce&Bonding.tnc.
::::::::::::::::::: !
.......... --
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.
BUSINESS RELATIONSHIP AFFIDAVIT*
This Affidavit Is made pursuant to Section 31-71 (b)(2)(li) of the City of Avantura Land Development Code. The undersigned Affiant
hereby discloses that: (mart< with ")(' applicable portions only)
[X ] 1. Affiant does l!Ql have a Business Relationship with any member of the City Commission or any City
Advisory Board to which the application will be presented.
[ ] 2. Affiant hereby disclOses that It does have a Business Relationship with a member of the City
Commission or a City Advisory Board to which the application will be presented, as follows:
the
member serves).
(List name of Commissioner or Advisory Board Member) who serves on
(List City Commission or City Advisory Board upon which
The nature of the Business Relationship is as follows:
[ ] i. Member of City Commission or Board holds an ownership interest in excess of 1 % of total
assets or capital stock of Applicant or Representative;
[] il. Member of City Commission or Board is a partner, co-shareholder (as to shares of a
corponelion which are not listed on any national or regional stock exchange) or joint venturer
with the Applicant or Representative in any business venture;
[] iil. The Applicant or Representative is a Client of a member of the City Commission or Board or a
Client of another professional wor1<ing from the same office or for the same employer as the
member of the City Commission or Board;
[] iv. A City Commissioner or Board member is a Client of the Applicant or Representative;
[] v. The Applicant or Representative is a Customer of the member of the City Commission or Board
(or of his or her employer) and transacts more than $10,000.00 of the business of the member
of the City Commission or Board (or hls or her employer) in a given calendar year;
[ I vI. The member of the City Commission or Board is a Customer of the Applicant or Representative
and transacts more than $25,000.00 of the business of the Applicant or Representative In a
given calendar year.
WITNESS MY HAND THIS
DAY OF
,200_.
APPLICANT: ./1
BY:X l&~ \ .CZn-
Name: Jonathan Evans -
Title: President (Print)
WITNESS MY HAND THIS ~ DAY OF a:u.~
(Signature)
(Print)
,200,9'
PROPERTY OWNER:
By:
Name:
Title:
(Signature)
(Print)
(Print)
"The terms "Business Relationship,' "Client," 'Customer," "Applicant," "Representative" and "Interested
Person' are defined In Section 2-395 of the Aventura City Code.
12
Printed Name of Notary
My commission expires:
WITNESS MY HAND THIS
DAY OF
,200_.
REPRESENTATiVE: (Listed on Business Relationship Affidavit)
By: X ~ ~----=--- (Signature) By: (Signature
Name; Jonathan Evans (Prinf) Name; (Print)
Title: President (Print) Tille: (Print)
By: (Signature) By: (Signature
Name; (Print) Name; (Print)
Tille: (Print) Tille: (Print)
By; (Signature) By: (Signature
Name; (Print) Name: (Print)
Title: (Print) Title; (Print)
By; (Signature) By: (Signature
Name; (Print) Name: (Print)
TtlIe: (Print) Tille; (Print)
By; (Signature) By: (Signature
Name; (Print) Name; (Print)
Title: (Print) Tille: (Print)
BY; (Slgnafure) By; (Signature
Name; (Print) Name: (Print)
Title: (Print) Tille; (Print)
NOTE: 1) Use duplicate sheets if disclosure Infonnatlon for Representative varies
2) Applicants and Affiants are advised to timely supplement this Affidavit pursuant to Sec. 31-
71(b)(2)(iv) of the City's Land Development Regulations in the City Code, in the event that prior
to consideration of the application by the City Board or Commission, the infonnatlon provided
in the Affidavit becomes incorrect or incomplete.
14
NOT ARIZA TION PROVISION
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned atJthority, personally appeared Jonathan Evans U'le Affiant, who being first by me duly sworn, did swear or
aflinn that ha/She executed this Affidavn f<>r the purpo_ slated thareln and thatR 15 true and correct.
X ~r'"'' _ C CCvn ~
AFfIANT
. , 200[.'
'. C)y.-n 6ffi-.:
NO~Ublic State of Florida At large
SWORN TO AND SUBSC I
#...".~ E. JEAN BELlOSI
':).~ MVCOMMISSION# 00124152
"''')-0' f\.f)" EXPIRES: June 9, 2006
l.aJO.3-NOTAAY Fl Notlfl)' SeMce & Boncing, \nC.
Printed Name of Notary
My commission expires:
......... .
........ .
......... .
........ .
. '.........
........ .
:~:::::?:::
. .
... ......
.., .....
......... .
........ .
......... .
........ .
...................
I
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that helshe executed this Affidavit for the purposes stated therein and that It is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED bef<>re me this _ day of
,200_.
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Bef<>re me, the undelSigned authority, personaUy appeared the AffianL who being first by me duly swam, did
swear or Iffinn that heJshe executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200_.
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Bef<>re me, tho undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or aff'mn that helshe executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
.200_.
Notary Public Slale of Florida At Large
13
.'
~-- ".
.{p
BUSINESS RELATIONSHIP AFFIOAVIT*
This Affidavit is made pursuant to Section 31-71 (b)(2)(ii) of the City of Aventura Land Development Code. The undersigned Affiant
hereby discloses that: (mark with "x" applicable portions only)
IX ] 1. Affiant does not have a Business Relationship with any member of the City Commission or any City
AdvisDry Board to which the application will be presented.
[ ] 2. Affiant hereby discioses that it does have a Business Relationship with a member of the City
Commission or a City Advisory Board to which the application will be presented, as follows:
the
member serves).
(List name of Commissioner or Advisory Board Member) who serves on
(List City Commission or City Advisory Board upon which
The nature of the Business Relationship is as follows:
[ ] i. Member of City Commission or Board holds an ownership interest in excess of 1 % of total
assets or capital stock of Applicant or Representative;
[ ] ii. Member of City Commission or Board is a partner, co-shareholder (as to shares of a
corporation which are not listed on any national or regional stock exchange) or joint venturer
with the Applicant or Representative in any business venture;
[ ] iii. The Applicant or Representative is a Client of a member of the City Commission or Board or a
Client of another professional working from the same office or for the same employer as the
member of the City Commission or Board;
[] iv. A City Commissioner or Board member is a Client of the Applicant or Representative;
[] v. The Applicant or Representative is a Customer of the member of the City Commission or Board
(or of his or her employer) and transacts more than $10,000.00 of the business of the member
of the City Commission or Board (or his or her employer) in a given calendar year;
[ ] vi. The member of the City Commission or Board is a Customer of the Applicant or Representative
and transacts more than $25,000.00 of the business of the Applicant or Representative in a
given calendar year.
WITNESS MY HAND THIS
DAY OF
,200_.
By:
Name: eli rd Schu a
Title: Attomev
(Signature)
(Print)
(Print)
WITNESS MY HAND THIS --.1L DAY OF
OtH.t;'AL)7
, 2005"
PROPERTY OWNER:
By:
Name:
Title:
(Signature)
(Print)
(Print)
'The terms "Business Relationship," "Client," "Customer," "Applicant," "Representative" and "Interested
Person" are defined in Section 2-395 of the Aventura City Code.
MIA.FS1\lK85FOl .DOC
. . -
Printed Name of Notary
My commission expires:
WITNESS MY HAND THIS DAY OF ,200_.
on Business Relationship Affidavit)
By: (tJlgnature) By: (Signature
Name: Clifford Schulman (Print) Name: (Print)
Title: Attornev (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
NOTE: 1) Use duplicate sheets if disclosure information for Representative varies
2) Applicants and Affiants are advised to timely supplement this Affidavit pursuant to Sec. 31-
71(b)(2)(iv) of the City's Land Development Regulations in the City Code, in the event that prior
to consideration of the application by the City Board or Commission, the information provided
in the Affidavit becomes incorrect or incomplete.
~~-FS1\1K85F01_.DOC
NOTARIZATION PROVISION
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared Clifford Schulman the Affiant
affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and corre
1
rst by me duly sworn, did swear or
SWORN TO AND SUBSCRIBED before me this fl day of ~{ 200..5'
r OFrlCIALN~'4-~,n....lf rz C~
i MARlSOL~llllIIl: State ~f Florida(j. ~9Q
INCYfARYPUBUC,,"ATJ:O'J;''J:10RmA b
, COMMISSION":<J~~~pf Not. ry
------_._---------------------------------_!:_~~:~~~~~~~~~~~~------..._-------------_._.__._---------
STATE OF FLORIDA )
COUNTY OF MIAMI.DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200...
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200 .
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200 .
Notary Public State of Florida At Large
MIA-FS1\1KB5F01 .DOC
.- -
.
,
i. ,-
,~<~
BUSINESS RELATIONSHIP AFFIDAVIT*
This Affidavit is made pursuant to Section 31-71 (b)(2)(ii) of the City of Aventura Land Development Code. The undersi9ned Affiant
hereby discloses that: (marl< with "x" applicable portions only)
[X] 1. Affiant does not have a Business Relationship with any member of the City Commission or any City
Advisory Board to which the application will be presented.
[ ] 2. Affiant hereby discloses that it does have a Business Relationship with a member of the City
Commission or a City Advisory Board to which the application will be presented, as follows:
the
member serves).
(List name of Commissioner or Advisory Board Member) who serves on
(List City Commission or City Advisory Board upon which
The nature of the Business Relationship is as foliows:
[ ] I. Member of City Commission or Board holds an ownership interest in excess of 1 % of total
assets or capital stock of Applicant or Representative;
[] il. Member of City Commission or Board is a partner, co-shareholder (as to shares of a
corporation which are not listed on any national or regional stock exchange) or joint venturer
with the Applicant or Representative in any business venture;
[ ] iii. The Applicant or Representative is a Client of a member of the City Commission or Board or a
Client of another professional workin9 from the same office or for the same employer as the
member of the City Commission or Board;
[ ] iv. A City Commissioner or Board member is a Client of the Applicant or Representative;
[ ] v. The Applicant or Representative is a Customer of the member of the City Commission or Board
(or of his or her employer) and transacts more than $10,000.00 of the business of the member
of the City Commission or Board (or his or her employer) in a given~lendar year;
[ ] vI. The member of the City Commission or Board is a Customer of the Applicant or Representative
and transacts more than $25,000.00 of the business of the Applicant or Representative in a
given calendar year.
WITNESS MY HAND THIS Q DAY OF
::PLl~ ~ '~~
Name:' Mario Garc-;;;:~
Title: Attomev
~,200_.
(Signature)
(Print)
(Print)
WITNESS MY HAND THIS DAY OF
,200_.
PROPERTY OWNER:
By:
Name:
Title:
(Signature)
(Print)
(Print)
"The terms "Business Relationship," "Client," "Customer," "Applicant," "Representative" and "Interested
Person" are defined in Section 2-395 of the Aventura City Code.
MIA-FS1\1 K85FOl .DOC
, . -
Printed Name at Notary
My commission expires:
WITNESS MY HAND THIS
DAY OF
,200_
REPRESENTATIVE~ Business Relationship Affidavit) By: (Signature
BY:~..J ~ignature)
,
Name: Mario Garcia-Serra (Print) Name: (Print)
Title: Attornev (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
NOTE: 1) Use duplicate sheets if disclosure information for Representative varies
2) Applicants and Affiants are advised to timely supplement this Affidavit pursuant to Sec. 31-
71(b)(2)(iv) of the City's Land Development Regulations in the City Code, in the event that prior
to consideration of the application by the City Board or Commission, the information provided
in the Affidavit becomes incorrect or incomplete.
MIA-FS1\1 K85F01 .DOC
.- -
STATE OF FlORIDA )
COUNTY OF MIAMI-DADE)
NOTARIZATION PROVISION
Before me, the undersigned authority, personally appeared Mario Garcia-Serra the Affiant, who being first by me duty sworn, did swear or
affinn that he/she executed this Affidavit for the purposes stated therein and that it is true and corre~J
~~~
AFFIANT
SWORN TO AND SUBSCRIBED before me this 10 day of tooS:-
ARYSEAL
ONZALEZ
-----------------------------------.-------------------------- ~~~~~~~~~~:~~~J~-~~~:l~~~1~~~~~:.L--
---------- --
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200 .
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
--------.-------------------------------.-----.---.------------------------------------------
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affinn that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200 .
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
--------------------------------------------------------------
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affinn that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200_.
Notary Public State of Florida At Large
~~-FS1\lK85F01-.DOC
RESOLUTION NO. 2005-
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, APPROVING A SIGN
VARIANCE FOR WILLIAMS ISLAND PROPERTY
OWNERS' ASSOCIATION TO PERMIT EIGHT
DIRECTIONAL SIGNS ON ISLAND BOULEVARD
MEASURING SIX SQUARE FEET IN AREA, WHERE
DIRECTIONAL SIGNS MEASURING A MAXIMUM OF
FOUR SQUARE FEET ARE PERMITTED BY CODE;
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the property described herein is zoned RMF4, Multifamily High
Density Residential District; and
WHEREAS, the Applicant, Williams Island Property Owners' Association,
through Application No. 01-SV-04, has requested a sign variance to permit eight, six
square foot directional signs on Island Boulevard, where directional signs measuring a
maximum of four square feet are permitted by Code in residential districts; and
WHEREAS, following proper notice, the City Commission has held a public
hearing as provided by law; and
WHEREAS, the City Commission finds that the Application meets the criteria of
the applicable codes and ordinances to the extent the application is granted herein.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
Section 1. Application No. 01-SV-04 for Sign Variance, to permit eight
directional signs on Island Boulevard measuring six square feet in area where
Resolution No. 2005-
Page 2
directional signs measuring a maximum of four square feet in area are permitted by
Code, on property legally described as follows:
Island Boulevard, consisting of Easement WE-1, ORB 12103, Page 1723,
Easement N-S-100 North, ORB 12103,Page 1723, Easement N-S-100
South, ORB 12425, Page 2449, Easement B-C-E, ORB 12425, Page 2449
and Triangular Driveway Easement Parcel, ORB 22023, Page 2638, all in
the Public Records of Miami-Dade County, City of Aventura
is hereby granted upon the condition that all existing nonconforming directional signs be
removed prior to installation of the new directional signs.
Section 2. This Resolution shall become effective immediately upon its
adoption.
The foregoing Resolution was offered by
, who moved
its adoption. The motion was seconded by
, and upon being
put to a vote, the vote was as follows:
Commissioner Bob Diamond
Commissioner Harry Holzberg
Commissioner Billy Joel
Commissioner Michael Stern
Commissioner Luz Urbaez-Weinberg
Vice Mayor Zev Auerbach
Mayor Susan Gottlieb
Resolution No. 2005-
Page 3
PASSED AND ADOPTED this 6th day of September, 2005.
Susan Gottlieb, Mayor
ATTEST:
Teresa M. Soroka, MMC, City Clerk
APPROVED AS TO LEGAL SUFFICIENCY:
r~
City Attorney
This Resolution was filed in the Office of the City Clerk this _ day of September,
2005.
Teresa M. Soroka, MMC, City Clerk
.
APPLICANT REPRESENTATIVE AFFIDAVIT
0\ -S\f -o"'\-'
ql"'I05
-:r -r8Y\ <0 ~ .
Pursuant to Section 31-71 (b)(2)(i) of the City of Aventura Land Development Code, this Applicant Representative AffidavK
is hereby made and submitted. The undersigned authorized representative of the individual or entity applying for the Oevelopment
PenmK, which Is Identified in the accompanying application, and the owner of the property subjeclto the application (W different)
hereby lists and identifies all persons representing the individual or entity applying for the Development Permit in connection with
the application, as follows:
Name
Relationship (i.e. Attorneys, Architects, Landscape
Arr:hllocts, Engineers, Lobbyists. Etc.)
Clifford A. Schulman
Mario J. Garcia-Serra
Attornev
Attornev
(Attach Additional Sheets If Necessary)
NonCE: ANY STATEMENT OR REPRESENTAnoN MADE BY ANY PERSON LISTED ON THE APPLICANT
REPRESENTATIVE AFFIDAVIT SHALL BE BINDING UPON THE INDIVIDUAL OR ENTITY APPLYING FOR
THE DEVELOPMENT PERMIT AND THE OWNER OF THE SUBJECT PROPERTY. APPLICANTS AND
AFFIANTS ARE ADVISED TO TIMELY SUPPLEMENT THIS AFFIDAVIT PURSUANT TO SEC. 31-71(B){2)(1V)
OF THE CITY'S LAND DEVELOPMENT REGULATIONS IN THE CITY CODE, IN THE EVENT THAT PRIOR
TO CONSIDERATION OF THE APPLICATION BY THE CITY BOARD OR COMMISSION, THE INFORMATION
PROVIDED IN THE AFADAVIT BECOMES INCORRECT OR INCOMPLETE.
WITNESS MY HAND THIS ~ DAY OF ~ lUl-t-
~
,2005.
AUTHORIZED REPRESENTATIVE OF APPLICANT:
By:
OWNER
BY:'/- ~~P5~
(Signature)
Name: Jonathan Evans (Print)
Title: President
Address: 7900 Island Boulevard
Williams Island. Florida 33160
(Signature)
Name: Clifford A Schulman (Print)
TiUe: Attornev
Address: 1221 Brickell Avenue
Miami. Florida 33131
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me the undersigned authority personally appeared Jonathan Evans as the authorized representative of
the Applicant and/or the owner of the property subject to the application, who being first by me duly sworn, did swear
or affirm that he/she executed this Affidavit for the purposes stated ther~n a_mt that it is true and correct.
^ JG)/)47?14/1 6Vl'frJ.:5
, AFFIANT
SWORN TO AND SUBSCRIBED BEFORE ME thist:'day of t2~ ' 2002'
. '7>~
ry Public State of Florida At Large ,
Inted Name of Notary E . VlJtrJ /5t:./IOS'
My commission
~~''''~ E.'JEAN BELLOSI
~ V". MY COMMISSION # DO 124152
"'to,.t\<l~ EXPIRES: June 9, 2006
l.aDl'J..3.NOTARY FlNotaryService&Bonding.lnc
;.:-:-:-::::::::;:: !
:~:i:({ I
:::::::::::::::::::
- - - . . . . ~ . .
- ....,. uT--
'T.T"
T
.
BUSINESS RELATIONSHIP AFFIDAVIT*
This Affidavit is made pursuant to Section 31-71(b)(2)(ii) of the City of Avantura Land Development Code. The undersigned Affiant
hereby discloses that: (mark with "x" applicable portions only)
IX ] 1. Affiant does l!Ql have a Business Relationship w~h any member of the City Commission or any City
Advisory Board to which the application will be presented.
[ ] 2. Affiant hereby discloses that It does have a Business Relationship with a member of the C~y
Commission or a City Advisory Board to which the application will be presented, as follows:
the
member serves).
(List nama of Commissioner or Advisory Board Member) who serves on
(List City Commission or City Advisory Board upon which
The nature of the Business Relationship is as follows:
[ ] i. Member of City Commission or Board holds an ownership interest in excess of 1 % of total
assets or capital stock of Applicant or Representative;
[] ii. Member of City Commission or Board Is a partner, co-shareholder (as to shares of a
conporation which are not listed on any national or regional stock exchange) or joint venturer
with the Applicant or Representative in any business venture;
[ ] Iii. The Applicant or Representative is a Client of a member of tha City Commission or Board or a
Client of another professional workin9 from the same office or for the same employer as the
member of the City Commission or Board;
[] iv. A City Commissioner or Board member is a Client of the Applicant or Representative;
[] v. The Applicant or Representative is a Customer of the member of the City Commission or Board
(or of his or her employer) and transacts more than $10,000.00 of the business of the member
of the City Commission or Board (or his or her employer) in a given calendar year;
[ J vi. The member of the City Commission or Board is a Customer of the Applicant or Representative
and transacts more than $25,000.00 of the business of the Applicant or Representative in a
gwen calendar year.
WITNESS MY HAND THIS
DAY OF
,200_.
APPLICANT: ./I
BY:X &r~ \.~
Name: Jonathan Evans
TItle: President (Print)
WITNESS MY HAND THIS p1v DAY OF a:u.~
(Signature)
(Print)
,2009
PROPERTY OWNER:
By:
Nama:
Title:
(Print)
(Print)
(Signature)
"The terms "Business Relationship," "Client," "Customer," "Applicant,' "Representative" and "Interested
Person" are defined in Section 2-395 of the Aventura City Code.
12
-'-y---r-
'T"
T
Printed Name of Notary
My commission expires:
WITNESS MY HAND THIS +tL DAY OF ~+
, 2002.
REPRESENT A TlVE: (Listed on Business Relationship Affidavit)
By: X ~ ~~ (Signature) By: (Signature
Name: Jonathan Evans (Print) Name: (Print)
Title: President (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
nle: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
NOTE: 1) Use duplicate sheets if disclosure information for Representative varies
2) Applicants and Afflants are advised to timely supplement this Affidavit pursuant to Sec. 31-
71(b)(2)(iv) of the City's Land Development Regulations in the City Code, In the event that prior
to consideration of the application by the City Board or Commission, the information provided
In the Affidavit becomes incorrect or incomplete.
14
-y-'''--r-_. ".--~._-_.-----...T T '"T .
. ..
STATE OFFLORIDA )
COUNTY OF MIAMI-DADE)
NOTARIZA nON PROVISION
Before me, the undersigned authority, personally appeared Jonathan Evans the Affiant, who being first by me duly sworn, did swear or
affirm that he/she executed this Affidavit for the purposes stated therein and that it Is true and correct.
X ~r~ C ~fl---=-
AFFIANT
SWORN TO AND SUBSC I
~"" ..~ E. JEAN BELLOSI
.. MY COMMISSION"* DO 124152
~.,. OF fI.~.1 EXPIRES: June 9, 2000
l-OC().3-NOTAAY FLNct8fyServlo&&Bonttng,1nC.
, 200f.'
~ I!!u.b~
ubUc State of Florida At Large
Printed Name of Notary
My commission expires:
. I.... I ""
-:-:.:-:-:-:-:.:-:- I
..."................
.~.:.:.:.:...
:.:. ::::::; I
."" .."""
...................
...................
....................
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared the Affiant who being first by me duly sworn, did
swear or affirm that heJshe executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED boforo mothis _ day of
,200_.
Notary PublM: State of Florida At Large
Printed Name of Notary
My commission expires:
STATE OF FLORIDA I
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affinn that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before mothi. _ day of
,200_.
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200_.
Notary Public Slale of Florida At Large
13
.
i ,i-,..:'
,'" ..'_.rn""
:, ,'..... ,:'
i, 11I'";
~(,fi/;;.#'
BUSINESS RELATIONSHIP AFFIDAVIT*
This Affidavit is made pursuant to Section 31-71 (b)(2)(ii) of the City of Aventura Land Development Code. The undersigned Affiant
hereby discloses that: (mark with "x" applicable portions only)
IX ] 1. Affiant does not have a Business Relationship with any member of the City Commission or any City
Advisory Board to which the application will be presented.
[ ] 2. Affiant hereby discloses that it does have a Business Relationship with a member of the City
Commission or a City Advisory Board to which the application will be presented, as follows:
the
member serves).
(List name of Commissioner or Advisory Board Member) who serves on
(List City Commission or City Advisory Board upon which
The nature of the Business Relationship is as follows:
I] i. Member of City Commission or Board holds an ownership interest in excess of 1 % of total
assets or capital stock of Applicant or Representative;
[ ] ii. Member of City Commission or Board is a partner, co-shareholder (as to shares of a
corporation which are not listed on any national or regional stock exchange) or joint venturer
with the Applicant or Representative in any business venture;
[ ] iii. The Applicant or Representative is a Client of a member of the City Commission or Board or a
Client of another professional working from the same office or for the same employer as the
member of the City Commission or Board;
[] iv. A City Commissioner or Board member is a Client of the Appiicant or Representative;
[ ] v. The Appiicant or Representative is a Customer of the member of the City Commission or Board
(or ot his or her employer) and transacts more than $10,000.00 of the business of the member
of the City Commission or Board (or his or her employer) in a given calendar year;
I] vi. The member of the City Commission or Board is a Customer of the Applicant or Representative
and transacts more than $25,000.00 of the business of the Applicant or Representative in a
given calendar year.
WITNESS MY HAND THIS
DAY OF
,200_.
(Signature)
(Print)
(Print)
By:
Name: Cli rd Schu a
Title: Attornev
WITNESS MY HAND THIS.....1L DAY OF
()t4~-J
,200~
PROPERTY OWNER:
By:
Name:
Title:
(Signature)
(Print)
(Print)
'The terms "Business Relationship," "Client," "Customer," "Applicant," "Representative" and "Interested
Person" are defined in Section 2-395 of the Aventura City Code.
MIA-FS1\lK85FOl DOC
, . -
Printed Name of Notary
My commission expires:
WITNESS MY HAND THIS IZ. DAY OF h.O'''+ , 2005.
on Business Relationship Affidavit)
By: ~nature) By: (Signature
Name: Clifford Schulman (Print) Name: (Print)
Title: Attornev (Print) Title: (Print)
By: (Signature) By (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
NOTE: 1) Use duplicate sheets if disclosure information for Representative varies
2) Applicants and Affiants are advised to timely supplement this Affidavit pursuant to Sec. 31-
71(b)(2)(iv) of the City's land Development Regulations in the City Code, in the event that prior
to consideration of the application by the City Board or Commission, the information provided
in the Affidavit becomes incorrect or incomplete.
MIA-FS 1 \1 K85F01_. DOC
NOTARIZATION PROVISION
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared Clifford Schulman the Affiant
affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and corre
rst by me duly sworn, did swear or
SWORN TO AND SUBSCRIBED before me this R day of ~1, 200_5'
OHlCIAL N
J MARlSOL R~1II!lll: State f Florida
j":\OTARYPUBUC,,"ATJ:{)J;J:({)RmA b
, COMMISSI01fN{Ij~J!iImlIl8l!f Not ry
______________________....______________________._________________________!~,~~_~~::::':V,~l~~~~_~~~=~_________________________________________________.________
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200_.
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that hefshe executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200_.
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI.DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200_.
Notary Public State of Florida At Large
~~-FS1\lK85F01-.DOC
BUSINESS RELATIONSHIP AFFIDAVIT*
This Affidavit is made pursuant to Section 31-71 (b)(2)(ii) of the City of Aventura Land Development Code. The undersigned Affiant
hereby discloses that: (mark with "x" applicable portions only)
[X ] 1. Affiant does not have a Business Relationship with any member of the City Commission Dr any City
Advisory Board to which the application will be presented.
[ ] 2. Affiant hereby discloses that it does have a Business Relationship with a member of the City
Commission or a City Advisory Board to which the application will be presented, as follows:
the
member serves).
(List name of Commissioner or Advisory Board Member) who serves on
(list City Commission or City Advisory Board upon which
The nature of the Business Relationship is as follows:
[ ] i. Member of City Commission or Board holds an ownership interest in excess of 1 % of total
assets or capital stock of Applicant or Representative;
[ ] ii. Member of City Commission or Board is a partner, co-shareholder (as to shares of a
corporation which are not listed on any national or regional stock exchange) or joint venturer
with the Applicant or Representative in any business venture;
[ ] iii. The Applicant or Representative is a Client of a member of the City Commission or Board or a
Client of another professional workin9 from the same office or for the same employer as the
member of the City Commission or Board;
I] iv. A City Commissioner or Board member is a Client of the Applicant or Representative;
[ ] v. The Applicant or Representative is a Customer of the member of the City Commission or Board
(or of his or her employer) and transacts more than $10,000.00 of the business of the member
of the City Commission or Board (or his or her employer) in a givenjl:alendar year;
[ ] vi. The member of the City Commission or Board is a Customer of the Applicant or Representative
and transacts more than $25,000.00 of the business of the Applicant or Representative in a
9iven calendar year.
WITNESS MY HAND THIS (0 DAY OF
~,200_
APPLI~
By .Y:~-IP~
Name:' Mario Garcia-Serra
Title: Attornev
(Signature)
(Print)
(Print)
WITNESS MY HAND THIS DAY OF
,200_.
PROPERTY OWNER:
By:
Name:
Title:
(Signature)
(Print)
(Print)
'The terms "Business Relationship," "Client," "Customer," "Applicant," "Representative" and "Interested
Person" are defined in Section 2-395 of the A ventura City Code.
~1-?--FS1\1K85F01_DOC
WITNESS MY HAND THIS { () DAY OF .K..O' AI--
REPRESENTATIV~E: (Listed ,on Business Relationship Affidavit)
By: ~~ignature)
.
Name: Mario Garcia-Serra (Print)
Title: Attornev (Print)
By: (Signature)
Name: (Print)
Title: (Print)
By: (Signature)
Name: (Print)
Title: (Print)
By: (Signature)
Name: (Print)
Title: (Print)
By: (Signature)
Name: (Print)
Title: (Print)
By: (Signature)
Name: (Print)
Title: (Print)
Printed Name at Notary
My commission expires:
,20(Q
By: (Signature
Name: (Print)
Title: (Print)
By (Signature
Name: (Print)
Title: (Print)
By: (Signature
Name: (Print)
Title: (Print)
By: (Signature
Name: (Print)
Title: (Print)
By: (Signature
Name: (Print)
Title: (Print)
By: (Signature
Name: (Print)
Title (Print)
NOTE: 1) Use duplicate sheets if disclosure information for Representative varies
2) Applicants and Affiants are advised to timely supplement this Affidavit pursuant to Sec. 31-
71(b)(2)(iv) of the City's Land Development Regulations in the City Code, in the event that prior
to consideration of the application by the City Board or Commission, the information provided
in the Affidavit becomes incorrect or incomplete.
MIA-FS1\1K85F01 .DOC
.- -
NOTARIZATION PROVISION
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared Mario Garcia-Serra the Affiant, who being first by me duly sworn, did swear or
affirm that helshe executed this Affidavit for the purposes stated therein and that it p-r::;::;:54~~~~
~FFIANT
SWORN TO AND SUBSCRIBED before me this 10 day of tooS:-
Notary Public State ofTtoTTd
i NZALEZ
Printed Name of Not~arARY PUBLIC STATE OF FLORIDA
My commiSSIon explr~s: CO~nll~~l{)N NO. 00148882
-----------------------------------------------------------.-.-..-----------.--------------------------------------------------..-';fY-c(j\W-=r.".;~1'.:1I!fl'-i'l;'1OO6-------
___________________________d~___d_ _~~,,_~___._ "'
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200...
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200 .
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200_
Notary Public State of Florida At Large
MIA-FS1\1KB5F01...DOC
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CITY OF AVENTURA
COMMUNITY DEVELOPMENT DEPARTMENT
MEMORANDUM
FROM: Eric M. Soroka, IC
City Manager
TO: City Commission
BY: Joanne Carr, AI P
Planning Director
DATE: August 19, 2005
SUBJECT: Request for Conditional Use approval pursuant to Section 31-144 (b)(2)(f)
of the City's Land Development Regulations to permit dry cleaning on
premises in the B1 (Neighborhood Business) District on land located at
20708 Biscayne Boulevard, Aventura (02-CU-05)
September 6, 2005 City Commission Meeting Agenda Item 6 -C
RECOMMENDATION
It is recommended that the City Commission approve the request for Conditional Use
Approval to permit dry cleaning on premises at the Oxxo Care Cleaners facility located
at 20708 Biscayne Boulevard, subject to the following conditions:
1. Prior to issuance of a permit for installation of the dry cleaning machine, the
applicant shall:
i) Provide and record a covenant that dry cleaning services will be
directly provided to the ultimate consumer only as a retail service, that
no wholesale dry cleaning services will be conducted, that this
establishment will use only Class IliA, Class IIIB or Class IV solvents
as defined in NFPA 32 and that the dry cleaning equipment shall be
self-contained, completely enclosed and equipped with solvent
recovery units which prevent emissions of objectionable odors or
effluents.
ii) Provide a letter or other confirmation satisfactory to the City Manager
from the Miami-Dade Department of Environmental Resources
Management (DERM) that the "green earth" dry cleaners waste
product is a not considered hazardous waste.
Hi) Provide confirmation satisfactory to the City Manager of the adequacy
of the collection, storage and disposal plan for used filters from the dry
cleaning process, including location of storage of used filters prior to
disposal.
2. Permits for installation of the dry cleaning machine shall be obtained within
twelve (12) months of the date of the Resolution or the approvals granted shall
be deemed null and void unless extended by a motion of the City Commission.
3. Any discontinuation of dry cleaning on premises at this location for a period of
180 consecutive days shall constitute abandonment and shall rescind this
approval.
THE REQUEST
The applicant, RJ LLC d/b/a Oxxo Care Cleaners, is requesting conditional use
approval pursuant to Section 31-144(b)(2)(f) of the City's Land Development
Regulations to permit dry cleaning on premises in the B1 (Neighborhood Business)
District on land located at 20708 Biscayne Boulevard. (See Exhibit #1 for Letter of
Intent)
BACKGROUND
OWNER OF PROPERTY
Mario and Frida Kaller
APPLICANT
RJ LLC d/b/a Oxxo Care Cleaners
ADDRESS OF PROPERTY
20708 Biscayne Boulevard
(See Exhibit #2 for Location Map)
SIZE OF PROPERTY:
Approximately .21 acres
LEGAL DESCRIPTION
Lots 1, 2, 3, 4 and 5 in Block 6 of Hallandale
Park No.9, according to the plat thereof
recorded in Plat Book 23, Page 26 of the
Public Records of Miami-Dade County, Florida,
less portions of Lots 2 to 5 inclusive in Block 6
of said plat
Zoning -
Subject Property: B1
Properties to the North: B1
Properties to the South: MO
Properties to the East: B2
Properties to the West: MO
Neighborhood Buisness District
Neighborhood Business District
Medical Office District
Community Business District
Medical Office District
Existing Land Use -
Subject property:
Properties to the North:
Properties to the South:
Retail Building
Retail/Office Building
Retail/Office Buildings
2
Properties to the East:
Properties to the West:
Shopping Plaza
Medical Office Buildings,
Single Family and Duplex Residential
Future land Use - According to the Citv of Aventura Comprehensive Plan, the
following properties are designated as follows:
Subject property:
Property to the North:
Property to the South:
Property to the East:
Property to the West:
Business and Office
Business and Office
Business and Office
Business and Office
Business and Office
The Site - The site is a .21 acre parcel with existing 1,854 square foot one story retail
building located at 20708 Biscayne Boulevard, City of Aventura.
The Project - The applicant is requesting conditional use approval to permit dry
cleaning on premises in the B1 zoning district. The City Code was recently amended
by Ordinance No. 2005-08 passed July 6, 2005 to permit dry cleaning on premises as a
conditional use in the B1 zoning district, subject to the following restrictions. Dry
cleaning services are to be directly provided to the ultimate consumer as a retail
service. Wholesale dry cleaning services are not permitted. Dry cleaning
establishments must use only Class IliA, Class IIIB or Class IV solvents as defined in
NFPA 32. The dry cleaning equipment must be self-contained, completely enclosed
and equipped with solvent recovery units which prevent emissions of objectionable
odors or effluents. Dry cleaning establishments must contain not more than 2,500
square feet of floor area.
ANALYSIS
Consistency with Comprehensive Master Plan - The request is consistent with the
City of Aventura's Comprehensive Plan. The future land use designation for the parcel
is Business and Office.
Citizen Comments - The Community Development Department has received no
written citizen comments.
Community Development Department Analysis - This establishment is currently
operating as a drop off, pick up dry cleaner as permitted in the B1 zone. The applicant
is requesting conditional use approval to permit dry cleaning on premises.
Staff expressed concerns at the recent public hearings on Ordinance No. 2005-08 that
amended the B1 zoning district to allow dry cleaning on premises as a conditional use.
Staff's issues included public health, safety and welfare due to chemicals used in the
dry cleaning process and the incompatibility of this use with other uses in a
neighborhood business district. Dry cleaning machines require an Industrial Waste
Permit from Miami-Dade County Department of Environment Resources Management
3
for storage and collection of waste products from the dry cleaning process, in this case,
used filters. The applicant presented testimony at the public hearings that the type of
dry cleaning machine it proposes is new technology that utilizes non-hazardous silicone
based solvents similar to silicone used in cosmetic products, however, DERM had
confirmed to staff that it considers the solvent proposed as a hazardous material
subject to DERM regulation.
In order to make an analysis for conditional use approval, staff asked the applicant to
provide further information from DERM as to disposal of waste products from this dry
cleaning process. Attached as Appendix #3 is a letter from Miami-Dade County Solid
Waste Management dated July 18, 2005. Solid Waste has confirmed that .....used
filters from dry cleaning operations using petroleum distillates as solvents, such as
those you have indicated you utilize, are not considered hazardous waste by applicable
rules..... provided they are properly prepared and handled and dry when disposed. It
further states that used filters must never be placed in the garbage or trash dumpster.
Staff requests similar confirmation from DERM, along confirmation of the adequacy of
the collection, storage and disposal plan for the used filters as a condition of issuance
of the permit to install the dry cleaning machine.
Criteria
According to Section 31-73(c) of the City's Land Development Regulations, a
Conditional Use request is evaluated using the following criteria:
1. The proposed use shall be consistent with the Comprehensive Plan.
The request is consistent with the City of Aventura Comprehensive Plan. The
future land use designation for this parcel is Business and Office.
2, The establishment, maintenance or operation of the proposed use shall not be
detrimental to or endanger the public health, safety or general welfare.
Upon the conditions that Miami-Dade County DERM confirms the opinion of the
Miami-Dade County Solid Waste Management and that the collection, storage
and disposal plan for used filters is satisfactory, the establishment, maintenance
or operation of the proposed dry cleaning machine will not be detrimental to or
endanger the public health, safety or general welfare.
3. The proposed use shall be consistent with the community character of the
immediate neighborhood of the proposed use.
The immediate neighborhood of the proposed use is comprised of retail, office,
medical office and single family and duplex dwellings. Although this property
was zoned for B1 district uses in early 2004 to complement the future
development of a neighborhood medical office district, there are some adjacent
B2 district uses that existed prior to that rezoning that may continue until
4
abandoned or terminated. Therefore, the proposed use is consistent with the
community character of the immediate neighborhood.
4. Utilities, roadway capacity, drainage and other necessary public facilities, including
police, fire and emergency services shall exist at the City's adopted levels of service
or will be available concurrent with demand as provided for in the requirement of
these LOR's.
The site is developed. Utilities, roadway capacity, drainage and other necessary
public facilities, including police, fire and emergency services exist at the City's
adopted levels of service or will be available concurrent with demand as provided
for in the City's Land Development Regulations.
5. Adequate measures exist or shall be taken to provide ingress and egress to the
proposed use in a manner that minimizes traffic congestion in the public streets.
The site is developed. Adequate measures have been taken to provide ingress
and egress to the proposed use in a manner that minimizes traffic congestion in
the public streets. Ingress and egress to the establishment is existing on NE 28
Avenue.
6. The establishment of the conditional use shall not impede the development of
surrounding properties for uses permitted in the zoning district.
The establishment of this conditional use will not impede the development of
surrounding properties for uses permitted in the zoning district.
7. The design of the proposed use shall minimize adverse affects, including visual
impacts of the proposed use on adjacent property through the use of building
orientation, setbacks, buffers, landscaping and other design criteria.
The proposed dry cleaning machine is to be installed inside an existing retail
building and will therefore be properly buffered. However, the potential adverse
affects of used filters must be minimized and staff has therefore requested
confirmation of the adequacy of the collection, storage and disposal plan as a
condition of approval of this conditional use.
5
t /
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,
Greenberg
Traurig
Clifford A. Schulman
(305) 5'9-0613
Direcl Fax: (305)961.5613
E-Mail: schulmanc@gtlaw.com
June 3, 2005
Via Hand Delivery
Ms. Joanne Carr
Planning Director
City of Aventura
19200 West Country Club Drive
A ventura, Florida 33180
Re: RJ LLC d/b/a Qxxo Care Cleaners I Application for Conditional Use
Approval I Letter ofIntent
Dear Ms. Carr:
On behalf of RJ LLC d/b/a Oxxo Care Cleaners, (the "Applicant") I respectfully submit
this letter of intent in connection with the above referenced application for conditional use
approval. As you are aware the Applicant has proposed a Dry Cleaning Business which would
provide dry cleaning services on the premises. This conditional use would decrease the cost of
dry cleaning services while increasing the level and quality of customer service. In addition, the
machinery proposed is the latest technology in the business and will provides a safer and cleaner
alternative for our environment.
We respectfully submit that the Application for Conditional Use Approval satisfies the
review criteria of Section 31-73(c) of the Aventura Land Development Regulations (the
"LDR's") as follows:
(I) The proposed use shall be consistent with the Comprehensive Plan;
The Comprehensive Plan provisions provide for "a full range and service
activities." In order to realize a full range of services a Dry Cleaning business
should be permitted on premises.
(2) The establishment, maintenance or operation of the proposed use shall not be
detrimental to or endanger the public health, safety, or general welfare;
The establishment of this business will not endanger the public health, safety, or
general welfare.
(3) The proposed use shall be consistent with the community character ofthe
immediate neighborhood of the proposed use;
Exhibit #1
02-CU-05
MIA-FSIIIK83001_.00c
Greenberg Traurig. PAl Attomeys at Law 11221 BrickeltAvenue I Miami, Fl33131 I Tel 305.579.0500 I Fax 305.579.07171 www.gtlaw.com
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June 3, 2005
Page 2
(4)
The proposed Dry Cleaning business is consistent with the immediate
neighborhood.
Utilities, roadway capacity, drainage, and other necessary public facilities,
including police, fire and emergency services, shall exist at the City's adopted
levels of service, or will be available concurrent with demand as provided for in
the requirements of theses LDRs;
The proposed business will not adversely affect the City's adopted levels of
service.
(5)
Adequate measures exist or shall be taken to provide ingress and egress to the
proposed use in a manner that minimizes traffic congestion in the public streets;
Appropriate ingress and egress has been provided.
The establishment of the conditional use shall not impede the development of
surrounding properties for uses permitted in the zoning district; and
The Dry Cleaning business will not impede the development of surrounding
properties.
The design of the proposed use shall minimize adverse effects, including visual
impacts, of the proposed use on adjacent property through the use of building
orientation, setbacks, buffers, landscaping and other design criteria.
The proposed new business is sufficiently buffered and oriented in a manner
so as to minimize visual impacts.
Accordingly, we respectfully submit that the proposed use satisfies the applicable criteria
of Section 31-73(c) of the LDR's and request approval of this conditional use application.
(6)
(7)
Sincerely,
~~
~(
d A. Schulman
cc: Ricardo Moreno
Ozzie Rubio
MIA.FSIIIK83001_.DQC
Greenberg Traurig, PA
BROWARD COUNTY
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2525 NW 62nd Street' Suite 5100
Miami. Florida 33147
T 305-514-6666
July 18, 2005
miamidade.gov
Mr. Ozzie Rubio
OXXO Care Cleaners
1874 N. Young Circle
Hollywood, Florida 33020
Re: Used Filter Disposal (File #050714-1) (Supersedes letter dated July 14, 2005)
Dear Mr. Rubio:
Consistent with the concurrence of the Miami-Dade County Department of
Environmental Resources Management, and that department's prior authorization
for disposal dated June 15, 2001, the Miami-Dade County Department of Solid
Waste Management concurs with the assessment that used filters from dry cleaning
operations using petroleum distillates as solvents, such as those you have indicated
you utilize, are not considered hazardous waste by applicable rules. This is the case
provided that, the used filters are properly prepared and handled, and that the used
filters are dry when disposed of.
Consistent with prior approvals, twenty of such filters may be transported to and
disposed of, at a time, at the County Resources Recovery Facility, located at 6990
NW 97th Avenue, and the contents incinerated. Spent filters must never be placed in
the garbage or trash dumpster. This approval is valid for one year from the date of
this letter, and disposal receipts must be kept on file for a period of three (3) years
minimum, Please be advised that, any change to the type of filter or product used in
your operations, or disposal procedures, or information regarding this product line
that do not conform to the provisions indicated herein, will render this approval null
and void.
MNI;,.".,.mf~, For information regarding disposal coupon sales, please call 305-514-6725 or 305-
MC'lfUflltlit"nPlo1nninaOtF;iJ.niutlnn 258-2830.
P.ukolndRl:'CRlillil)ll
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S.f'N<i.h~",""""'" Manager, Environmental Affairs
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Cc: Lee Casey
Wieland Uchdorf
File #050714-1
Exhibit #3
02-CU-05
RESOLUTION NO. 2005-
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, GRANTING
CONDITIONAL USE APPROVAL TO PERMIT DRY
CLEANING ON PREMISES FOR PROPERTY LOCATED
AT 20708 BISCAYNE BOULEVARD, AVENTURA;
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the property described herein is zoned B1, Neighborhood Business
District; and
WHEREAS, the applicant, through Application No. 02-CU-05, has requested
conditional use approval to permit dry cleaning on premises pursuant to Section 31-
144(b)(2)(f) of the City Code; and
WHEREAS, following proper notice, the City Commission has held a public
hearing as provided by law; and
WHEREAS, the City Commission finds that the Application meets the criteria of
the applicable codes and ordinances to the extent the application is granted herein.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
Section 1. Application No. 02-CU-05 for conditional use approval to permit
dry cleaning on premises, on property legally described in Exhibit "A" hereto, and
located at 20870 Biscayne Boulevard, City of Aventura, is hereby granted subject to the
following conditions:
1. Prior to issuance of a permit for installation of the dry cleaning machine, the
applicant shall:
i) Provide and record a covenant that dry cleaning services will be
directly provided to the ultimate consumer only as a retail service, that
no wholesale dry cleaning services will be conducted, that this
Resolution No. 2005-
Page 2
establishment will use only Class IliA, Class IIIB or Class IV solvents
as defined in NFPA 32 and that the dry cleaning equipment shall be
self-contained, completely enclosed and equipped with solvent
recovery units which prevent emissions of objectionable odors or
effluents.
ii) Provide a letter or other confirmation satisfactory to the City Manager
from the Miami-Dade Department of Environmental Resources
Management (DERM) that the "green earth" dry cleaners' waste
product is a not considered a hazardous waste.
Hi) Provide confirmation satisfactory to the City Manager of the adequacy
of the collection, storage and disposal plan for used filters from the dry
cleaning process, including location of storage of used filters prior to
disposal.
1. Permits for installation of the dry cleaning machine shall be obtained within
twelve (12) months of the date of the Resolution or the approvals granted shall
be deemed null and void unless extended by a motion of the City Commission.
2. Any discontinuation of dry cleaning on premises at this location for a period of
180 consecutive days shall constitute abandonment and shall rescind this
approval.
Section 2. The City Manager is authorized to cause the issuance of permits in
accordance with the approvals and conditions herein provided and to indicate such
approvals and conditions upon the records of the City.
Section 3. Effective Date. This Resolution shall become effective immediately
upon its adoption.
The foregoing Resolution was offered by
its adoption. The motion was seconded by
put to a vote, the vote was as follows:
, who moved
, and upon being
Commissioner Bob Diamond
Commissioner Harry Holzberg
Commissioner Billy Joel
Commissioner Michael Stern
Commissioner Luz Urbaez-Weinberg
Vice Mayor Zev Auerbach
Mayor Susan Gottlieb
Resolution No. 2005-
Page 3
PASSED AND ADOPTED this 6th day of September, 2005.
Susan Gottlieb, Mayor
ATTEST:
Teresa M. Soroka, MMC, City Clerk
APPROVED AS TO LEGAL SUFFICIENCY:
r~
City Attorney
This Resolution was filed in the Office of the City Clerk this _ day of September,
2005.
Teresa M. Soroka, MMC, City Clerk
LEGAL DESCRIPTION:
lots I, 2, 3, 4 and S, in Block 6 of "HAlLANOALE PARK NO.9', according to
the Plat thereof, as recDrded in Plat Bopk 23. at Page 26, of the Publ ic
Records of Miami-Dade County, Florida.
LESS those pprtions of lots 2 through S inclusive, in Blpck 6 of said Plat
of 'HAllANOALE PARK NO.9', in the Northwest one Quarter (NW. 1/4J of Section
34, Townsh i p SI South, Range 42 East, be i ng more part i cu I ar I y descr i bed as
follows:
Commence at the Northwest corner of said Lot ~ thence along the North line
Df said Lot a North B7'4S'SP East a distance Df ~ 7S0 meters (2~ 71 feet}
to the POINT OF BEGINNIN~ thence continue along said North I ine, North 87'
4S'S7' East a distance of Q 734 meters (2.41 feet) to a pOint of curvature
of a circular curye concave to the Southwest and haYing a radius of 7.620
meters (2S. 00 feet]; thence run Northeaster I y, Southeas ter I y and Southwester I y
along the arc of said circular curye to the right through a central angle of
\14' 36' 07' for a distance of IS.241 meters (SO. 00 feetJ to a point of
tangency; thence along the Southeasterly I ine of said Lots 2 through S, South
22' 22' 04' West a distance of 4B.738 meters {tS9. 90 feetJ to a point of
curyature of a circular curye cpncave to the Northeast and haYing a radius of
4. S72 meters (IS. 00 feet]; thence run Southwesterly, Westerly and Northwesterly
alpng the arc of siad circular curye to the right thrDugh a central angle of
137'S2'08' for a distance of 1l.001 meters {36.09 feet]; thence North 2B'47'
42' East a distance of S2.203 meters (l7l. 27 feet]; thence North 32'34'SS' West
a distance of tt. 410 meters (37.43 feet) ti the POINT OF BEGINNING.
PROPERTY ADDRESS: 20708 Biscayne Bouleyard, Ayentura, Florida, 331BO
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,
........'
Pursuant to Section 3 t -71 (b)(2)(i) of the City of Aventura Land Development Code, this Applicant Representative Affidavit is
hereby made and submitted. The undersigned authorized representative of the individual or entity applying for the Development Permit, which
is identified in the accompanying application, and the owner of the property subject to the application (if different) hereby lists and identifies
all persons representing the individual or entity applying for the Development Permit in connection with the application, as follows:
Name
Relationship (i.e. Attorneys, Architects, Landscape
Architects, Engineers, Lobbyists, Etc.)
Clifford A. Schulman
Attornev
Mario Garcia-Serra
Attornev
(Attach Additional Sheets If Necessary)
NOTICE:ANY STATEMENT OR REPRESENTATION MADE BY ANY PERSON LISTED ON THE APPLICANT
REPRESENTATIVE AFFIDAVIT SHALL BE BINDING UPON THE INDIVIDUAL OR ENTITY APPLYING
FOR THE DEVELOPMENT PERMIT AND THE OWNER OF THE SUBJECT PROPERTY. APPLICANTS
AND AFFIANTS ARE ADVISED TO TIMELY SUPPLEMENT THIS AFFIDAVIT PURSUANT TO SEe. 31-
71(B)(2)(IV) OF THE CITY'S LAND DEVELOPMENT REGULATIONS IN THE CITY CODE, IN THE EVENT
THAT PRIOR TO CONSIDERATION OF THE APPLICATION BY THE CITY BOARD OR COMMISSION,
THE INFORMATION PROVIDED IN THE AFFIDAVIT BECOMES INCORRECT OR INCOMPLETE.
WITNESS MY HAND THIS J.k-.- DAY OF f/.N-(
,2005.
'J
By:
By:
AUTHORIZED REPRESENTATIVE OF APPLICANT:
(Signature)
Name:
Nam
(Print)
Title:
Address:
Address: 1390 Brickell A venue. Suite 200
Miami. Florida 33131
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me the undersigned authority personally appeared Ricardo Moreno e a thOriZe~resentative of the
Applicant and/or the owner of the property subject to the application, who being first b me duly worn, did s ear or affirm that
he/she executed this Affidavit for the purposes stated therein and that it is true and corre t.
SWORN TO AND SUBSCRIBED BEFORE ME this j}day of
Notary Public State of Flori
Printed Name of Notary
OFHCIALNOTARYSEAL
MARlSOL R GONZALEZ
NOTARY PUBUC sr ATE OF FLORIDA
COMMISSION NO. DDl48B82
MY COMMISSION EXP. SEPT t7.2006
My commission expires:
.
BUSINESS RELATIONSHIP AFFIDAVIT*
Thle Affidavit Is made pursuant to Section 31-71 (b)(2)(iQ of the CIty of Aventura Land Development Code. The undersigned Afliant
hereby discloses that: (martk with "x" applicable portions only)
pcp.
[ )2.
Afllant does llll1 have a Business Relationship with eny member of the CKy Commission or any City
Advisory Board to whiCh the application will be presented.
AtIIaht hereby disdoses that M does have a.Business Relationship with a member of the City
Commission or e City Advlso'Y Board to which the application will be presented, es follows:
(Ust name 01 Commissioner or AdvisOl)' Board Member) who serves on
(Ust City Commission or City Advisory Board upon which
the
member serves).
The nature of the Business Relationship Is as follows:
[ ) I. Member of City Commission or Board holds an ownership interest In excess 01 1 % of lotal
assets or capital stock of Applicant or Representative;
[) II. Member of City Commission or Board is a partner, co-shareholder (as \0 shares of a
corporallon which are !)Ol listed on any naliol!ill or regional stock exchange) or joint venturer
with the Applicant or Repc'e$enlallve In any business venture;
[) Iii. The Appticant or Repnesentative is a Client of a member of the City Commission or Board or 8
Client of another professional WIlrtking from the same offICe or for the same employer as the
member of the City Commission or Board;
I) Iv. A City Commissioner or Board member Is e Client of the Applicant or RePresentative;
[] v. The Applicant or RepresentatIVe. Is a Customer of the member of the City Commission or Board
(or of hie or her ampioyer) and transacts more than $10,000.00 \>f the business of the member
of the City Commission or Board (or his or her employer) in a given 'calendar year;
I] vi, The member of the City Commission or Board Is a Customer 01 the Applicant or Representative
and transects more than $25,000.00 of the business of the Applicant or Representative In a .
given ~endar year,
wrTNESSMY~DTHIS~DAYOP ~~ .200,$
N>P~: )
By: ~
Name: Moreno
Title: RJ LlC
/'
,
(Slgnalure)
(PrinQ
(Prinl)
WITNESS MY HAND THIS _ DAY OF
PROPERTY OWNER:
By:
Name:
Tllte:'
,200_.
(Print)
(PrinQ
(Signature)
*The tenns 'Busfness Relationship,' 'Client: 'Customer: 'Applicant: 'Representative' and 'Interesfed
Person' are definflf/ in Section 2-395 of the A ventura City Code.
':'~.fS1\1K85F01....QOC
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. :.~., .........o,t....
. ~,,~...
,-,:.., ......
t';-:-".'V"-"
... - -.,,~ ^.~".'::"'" ~.- -"':'~~;.-
.-!'.It.:,~,~....f" .-;...
Printed Nomo of Notary
My c:ommlsslon expires:
WITNESS MY HAND'; ,. ""YOF~ ,200~ .
REPR' NT IVE: (lis on Business Relationship Affidavit)
By: (Signafune) By: (Signa tune
Name: (Print) Name: (Print)
Tille: RJ LLC (Prinf) Title: (Print)
By: (Signafune) By: (Signatune
Name: (Print) Name: (Print)
Title: (Print) Tille: (Print)
By: (Signatune) By: (Signafune
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signafune) By: (Signatune
Name: (Print) Name: (Print)
Title: (Print) TiUe: (Print)
By: (Signafune) By: (Signatune
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Slgnafune) By: (Signatune
Name: (Prinf) Name: (Print)
Title: (Print) Titie: (Print)
NOTE: 1) Use dupllc.te sheets If disclOsure InfOl1IIlltlon fOr Repreuntatlve varies
2) Appllcanta and Afflanta are advised totlmely supplement thlsAfftdavlt pUl1uantto Sec. 31.
71(bX2)(Iv) of the City's Land Development Regulat/9nslo the City Code, In the event that prior
to consklel1t1on of th..ppllcatlon by the City Board or Commission, the'lnfonnallon provided
In the Affldavlt becomes Incorrect 01' InComplete.
,~l\lK85fOCIlQC
" , '':.~."
", .~..-. ,-'
.;.", ,., " -:,' ~ ." " ,- . ,,-..... _: ':- '.~
...L.';.ij:j. ....- '~. ,"/ ,,"
STATEOFFLORIDA )
COUNTY OF MIAMt-OAOE)
IIeforli mo. tho undorilgnod authority, p"roonally appeared
aftIrm thalha/8he ...cuted this Affidavit for tho PUI)lOHS llated therein end that ~
HOTARIZA nON PROVISION
SWORN TO AN!) SUBSCRIBED befonl me this " da of
o L
MARISOLIt GONZALEZ
NOI'AIlY PUBLlCSTATE Of FLOKIDA
COMMISSION No.DD148882
MYCOMMISSlONEXP.5El'I'11 rlnted NIIl10 of Notary
My commission 0",,1...,
being filii by me duly 1WOm. dldowaar or
DL; MtsSI-?dO-O(,- :!O\O-O
STATE OF FLORIDA )
COUNTY OF IIIIAMI-OAOE)
.BoIo'" ina, tho undersigned authority, p"rsonally _red tho Alrl8nL who being first by mo duly swom, did
awoar or atlinn that hoIlho executed this Affidavit for tho pu_ alated Ihontln ond that tt Is trlHI and corrod.
SWORN TO AN!) SUBSCRIBEO bitiont '""this ~ daY of
. .200_.
"'l
,
,
AFFIANT .
Notary Public Slated Florida At urge .
Prlnte<tNamo of NQtaiy
My~lonoxplm:
I
i
"..f
,
:r'.:--.
STAiEOF Fi.oRio.\. l'
. COUNTYOF~I-DADEl
Boforo ~thoU~nod authQdty, porsondy.ppeared' . . .' the A1IIInI; v.1,o!iolngt1l1l by me d~1y sworn. crld
. _ of aIlI/m Ihil ~e oxocuted thIa AtlIclavlt for tho pUlpOta llated thoroln and that lis trlHI .Ind corroc:t. .
AFFIANT
SWORN TO AN!) SUBSCRIIlED boforo me this _ day of
.200_.
Notary Public Slate of Florlcla At LoI1lO
Printed NlIl10 of Notary
My commllslon expires:
STATE oF FLORIDA )
COUNTY OF MIAMI-IlAIlE)
Boforo RIO, tho undol'lignod authority; poroonaly eppelred tho AmanL who baing first by.mo duly swom, did
_01 or allirm Ihat _0 olOlCU\Oclthls AlrId""K for tho pu_ llated tho",ln and Il18t lis trlHI and """oct.
AFFIANT
SWORN TO AND SUBSCRIBED bela", me this _ day of
.200_,
Notary Public State of Florida At LoI1lO
~1I1K85F01_.00c
fa
.
BUSINES~ RELATIONSHIP AFFIDAVIT.
this Allldavft IS 1llade pursuant to Section 3H1(b)(2)(oQ of the City of Aventura land Development Code. The undersigned Affiant
hereby dlscloaea that: (mark with Y applicable portions only)
(X) 1. Alliant does Il2l have a Business Ralatlonship with any member of the City Commission or any City
Advisory Board to which the application will be presented.
[ ] 2. Affiant hereby discloses that II does have a Bush..S$ Relationship with a member of the City
Commission or a City AdviS9'Y Board to which the application will be presented, as followS:
(list name of Commissioner or Advisory Board Member) who serves on
(list City Commission or City Advisory Board upon which
the
mamber serves).
The nature of the Business Relationship is as follows:
lIl.
[Iii.
[]lii.
II Iv.
II v.
[1 vi.
Member of City Commission or Board holds an' ownership interest In excess of 1 % of total
assets or capttal stock of Applicant or Representative;
Member of City Commission or Board Is a partner. lX>-shereholder (as to sheres of a
corporation \Yhich a'" nolllst8d on any natiOnal or regional stock exchange) or joint venturer
with the Applicant or Represenlatlve in any business ventu",;
The Applicant or Repi-eaentatlve is a Client of a member of the City Commission or Board or a
Client of another professional working from \he sarna office or for \he same employer as the
member of the City Commission or Board;
A City Commlsslonar or Board member is a Client of tha Applicant or Representative;
The Applicant or Representative is a Customer of the member of \he City Commission or Board
(or of his or her employer) and transacts more than $10.000.00 of the business of the member
of the City Commission or Boaid (or his or her employer) In a given calendar year;
The member of the City Commission or Board Isa Customer of the Applicant or Representative
and transacts more than $25.000.00 of the business of the Applicant or Representative in a
given calendar year. .
WITNESS MYHANDTHIS~DAYOF ~,2005
APPLICANT: .
By;~~~
Name: M.....it7 {;nf'It"&r6 -~~ttld.
l1tie: ~ttomev .
(S/gIIalur&)
(Ptfnt)
(Prfnt)
PROPERTY OWNER:
WITNESS MY HAND THIS
.200_.
By:
Name:
Tille:
DAY OF
(Signature)
(Pilnt)
(prtnt)
"The ferms 'Bus/ness Reletionshlp: "Client: "Customer.' 'Applicant: "Representative" and "Interes/ed
Person" are defined in Section 2-395 of the Aventura City Code.
. 'I'~-FSI\1K85F01_:DOC
e
BUSINESS RELATIONSHIP AFFIDAVIT*
This Affidavills made pursuant to Section 31-71 (b)(2)(b) of the City of Aventura Land Development Code. The undersigned Amant
hereby discloses that: (mark with "x" applicable portions only)
IX] 1. Affiant dOes D!ll have a Business Ral8tionship with any member of the City Commission or any City
Advisory Board III which the appli"!'tion will be presented.
[ ] 2. Affiant hereby discloses that It does have a Business Relationship with a member of the City
Commission or a City Advisory Board to which the application will be presented, as follows:
the
member serves).
(List name' of Commissioner or Advisory Board Member) who serves on
(List City Commission or City Advisory Board upon which
[]I.
The nature of. the Business Relationship 18 as follows:
1I1i,
[I iii.
Illv.
[Iv.
II vi.
Member of City Commission or Board holds en ownership Intarestln excess of 1% of lotal
essets or capltal $lock of Applicant or Representative;
Member of City. Commlsslon or Board Is a partner, co-shareholder (as to shares of a
corporation which are not listed on any netionel or regional stock exchenge) or joint venturer
with the Applicant or Representative In any business venture;
The Applicant or Representative is a Client of e member of the City Commission or Board or a
Client of enother professional WOrkIng from the same office or for the same employer as the
member of tha City Commission or Board; . .
A City Commissioner or Board member Is a Cliant of the AppliCant or Representative;
The Applicant or RepresentatiVe Is a Customer of the 'mamber of the City Commission or Board
(or of his or her employer) and transacts mora than $10,000.00 of the business of the mamber
of the City Commission or Board (or his or her employer) in.a given calendar year;
The member of the City Commission or Board is a Customer of the Applicent or Representative
and transacts more than .$25,000.00 of the business of the Applicent or RepreSentative in a
given calendar year.
>15~].;.e.., .200..s-
WITNESS MY HAND THIS~ DAY OF
APP~CANT: . .... 0 ._
By:~
.Name:. ~.lif.f;hol\ A. ~ iI. I~"A
lltle: Attomev
fSlpfure)
(Print)
(P1inQ
WITNESS MY HAND THIS
PROPERlY OWNER:
By:
Name,
.11Ue:
DAY OF
,200_.
(Print)
(P1inf)
fSigne1ure)
'The terms "Business Relationship: "Client': "Cl#itomer: "Applicant: "Representative' and "Interested
Person' are defined in Sliction 2-395 of the Aventufll City Code.
MIA-FS1\tK85FOl .DOC
. . -
Prtnted Name of NolIry
My commission expire.:
WITNESS MY HAND THIS (;, DAY OF ~
REPRESENTATIVE: (Llsled on Business Relationship Affidavit)
6Y;~,", ~t~re)
Name: Clifford Schulman (Print)
,2002. .
TItle; Attomev
(Print)
By; (Signature
Name: (Print)
Tille; (Print)
By: (Signature
Name; (Print)
Title: (Prinf)
By; (Signature
Name: (Print)
Title: (Print)
By: (Signature
Name: (Print)
Tille; (Print)
By: (Signatuf&
Name; (Print)
Title: (Print)
By; (Signature
Name: (Print)
TIDe: (Print)
By: ~h'''....;-~f~S/gnature)
Name: Marlo Garcia-5erra (Print)
Title: Attornev (Print)
. By: (Signature)
Name: (Print)
Tille: (Print)
By: (Signature)
Name: (Print)
TlUe: (Print)
By: (Signature)
Name: (Print)
TlUe: (Print)
By: (Signature)
Name: . (Print)
Tille: (Print)
JlIOTE: . 1) Us. duplicate sheet. If dlsclcisure.lnfonnatlon for Representative varies
2) ApPlJcanta andlJrianta are advlsed,tO. Wnely supplement this AftkflVlt puraual1tto .Sec.a1-
71(b)(2)(Iv) Of the CItY" Land Development Regulations In the City Code, In thuv,nt th4tprlor
to corialderatlon Of the appllc~by tlteCIty.iklard 0( Commission, th.e InformatlOii prOvided
In the AfIIdaVtt becomes' IncorriHit or bJcOClIJllete. . .
'1'lb.fSl\1~F01_.DOC
~OTA~TION PROVISION
STATE OF flORIDA )
COUNTY OF MIAM~DAOE)
Before m., the undersigned authority, personaBy appeared Clifford Schulman the Affiant, who being first by m. duly sworn, did lwear or
Ifflnn that hoIshe executad thll Mld..~ for tho _llItod tho",ln Ind thlt ~ II true Ind correa.
~.
SWORN TO AND SUBSC
BeD
MAJusoi.RCONZAU:z
NorAAY~'1< . lOA
COM .
MYCOMMl!B)tdbi m
Milllli. Flonda 3
Printed Namo of Nollry
My commission "'pl...:
STATE OFFLORIDA )
COUNTY OF MIAMI'tlADE)
Before me, tho undersigned euthorily. peIOOOIlly .ppoa",d Mario Garda-Sorra tho A!lianL who bolng firsl by me duly swom, did ."".r or
_lI1at h~ IlClICUted 11111 All'ldaYll for tho _ atalod lhonlln Ind that ns_ Ind conect. .
~~f~
AFFIANT
oo_-S-
STATE OF.FLORlDA )
COUNTY OF MIAMHwle)
.~ me, tho undersigned luthOrity. potSOtIlIlIy Ippoarod tho Miaot. who bolng lIrst by Il10 duly ."""', did
_at or alfitin that h~ exocutod thll A1lIdIV~ for tho pU1pQS1Ii IlItod lhIteln Ind thlllll true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED boforo mo thll_ day 01
.200_.
NotIry Public Slal!l 01 Florida N. Large
Printed Nlmo 01 Notary
My,*","1ss1on exp~.I:
STATEOFFLoRlDA .)
COUI(T'v OF 1oIlMl1'tlADE)
Eiefontmo, Iho undersigned autl1orlty, personolly ojlpOIred the AtllanL who bolng first by moduly sWorn, did
. ......r or _ thot he/sho IlClICUted thll AffidlVil for tho pulpDlOlllltod lhonlln and that III true Ind correct.
AFFIANT
. SWORN TO AND SUBSCRIBED bolo", me this _ day of
200_.
Notary Public Stale of Florida N. La'ie
MIA-F$li1K85F01_,OQC
.- - ,
APPLICAN 1 KEPRESENTATIVE AFFIDAVIT
Q2..-c.().-os
-t/c.,lcs.
-::r --r<2n-\. ~C-.
Pursuant to Section 31-71(b)(2)(i) of the City of Aventura Land Development Code, this Applicant Representative Affidavit is
hereby made and submitted. The undersigned authorized representative of the individual or entity applying for the Development Permit, which
is identified in the accompanying application, and the owner of the property subject to the application (if different) hereby lists and identifies
all persons representing the individual or entity applying for the Development Penn it in connection with the application, as follows:
Name
Relationship (i.e. Attorneys, Architects, Landscape
Architects, Engineers, Lobbyists, Etc)
Clifford A. Schulman
Attornev
Mario Garcia-Serra
Attornev
(Attach Additional Sheets If Necessary)
NOTlCE:ANY STATEMENT OR REPRESENTATION MADE BY ANY PERSON LISTED ON THE APPLICANT
REPRESENTATIVE AFFIDAVIT SHALL BE BINDING UPON THE INDIVIDUAL OR ENTITY APPLYING
FOR THE DEVELOPMENT PERMIT AND THE OWNER OF THE SUBJECT PROPERTY. APPLICANTS
AND AFFIANTS ARE ADVISED TO TIMELY SUPPLEMENT THIS AFFIDAVIT PURSUANT TO SEe. 31-
71(B)(2)(IV) OF THE CITY'S LAND DEVELOPMENT REGULATIONS IN THE CITY CODE, IN THE EVENT
THAT PRIOR TO CONSIDERATION OF THE APPLICATION BY THE CITY BOARD OR COMMISSION,
THE INFORMATION PROVIDED IN THE AFFIDAVIT BECOMES INCORRECT OR INCOMPLETE.
WITNESS MY HAND THIS ~ DAY OF f/.A:'-i,
,2005.
(Signature)
)
AUTHORIZED REPRESENTATIVE OF APPLICANT:
By:
By:
(Print)
(. ignature)
Nam : R cardo Moreno
(Print)
Title: Manal!er
Name:
Title:
Address:
Address: 1390 Brickell Avenue. Suite 200
Miami. Florida 3313 I
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me the undersigned authority personally appeared Ricardo Moreno e a thorizefrZ,resentative of the
Applicant and/or the owner ofthe property subject to the application, who being first b me duly worn, did. j s ear or affirm that
he/she executed this Affidavit for the purposes stated therein and that it is true and corre t.
SWORN TO AND SUBSCRIBED BEFORE ME this I}day of
Notary Public State of Flori
Printed Name of Notary
OFfiCIAL NOTARY SEAL
MARlSOL R GONZALEZ
NOTARY PUBUC STATE OF FLORIDA
I COMMISSION NO. DDI48882
I MY COMMIS::~:':I f:XP. SEPT 17,2OOn
My commission expires:
--_..----y--_.~-- --~._....-.- .,.-~--
T
BUSINESS RELATIONSHIP AFFIDAVIT*
This Affidavit is made pursuant to Section 31-71 (b){2)(ii) of the City of Aventura Land Development Code. The undersigned Affiant
hereby discloses that: (mark with "x" applicable portions only)
IX ] 1. Affiant dDes not have a Business Relationship with any member of the City Commission or any City
Advisory Board to which the application will be presented.
I ] 2. Affiant hereby discloses that it does have a Business Relationship with a member of the City
Commission or a City Advisory Board to which the application will be presented, as follows:
the
member serves).
(List name of Commissioner or Advisory Board Member) who serves on
(List City Commission or City Advisory Board upon which
The nature of the Business Relationship is as follows:
I] i. Member of City Commission or Board holds an ownership interest in excess of 1 % of total
assets or capital stock of Applicant or Representative;
[ ] ii. Member of City Commission or Board is a partner, co-shareholder (as to shares of a
corporation which are not listed on any national or regional stock exchange) or joint venturer
with the Applicant or Representative in any business venture;
[ ] iii. The Applicant or Representative is a Client of a member of the City Commission or Board or a
Client of another professional working from the same office or for the same employer as the
member of the City Commission or Board;
I] iv. A City Commissioner or Board member is a Client of the Applicant or Representative;
[] v. The Applicant or Representative is a Customer of the member of the City Commission or Board
(or of his or her employer) and transacts more than $10,000.00 of the business of the member
of the City Commission or Board (or his or her employer) in a given calendar year;
[ ] vi. The member of the City Commission or Board is a Customer of the Applicant or Representative
and transacts more than $25,000.00 of the business of the Applicant or Representative in a
given calendar year.
WITNESS MY~D THIS ~ DAY OF ~l1.-'I.
APPLlC NT: )
~/
, 200:5.
(Signature)
(Print)
(Print)
By:
Name: i ardo Moreno
Title: RJ LLC
WITNESS MY HAND THIS DAY OF
,200_.
PROPERTY OWNER:
By:
Name:
Title:
(Signature)
(Print)
(Print)
'The terms "Business Relationship," "Client," "Customer," "Applicant," "Representative" and "Interested
Person" are defined in Section 2-395 of the Aventura City Code.
MIA-FS1\1K85F01_.DOC
Printed Name of Notary
My commission expires:
WITNESS MY HAND THIS (() DAY OF Se..,...lR~.b..A
. Q \
REPRE ENT IV~: (Li,d on Business Relationship Affidavit)
By: . ,-, (Signature)
,20OS
By: (Signature
Name: (Print)
Title: (Print)
By: (Signature
Name: (Print)
Title: (Print)
By: (Signature
Name: (Print)
Title: (Print)
By (Signature
Name: (Print)
Title: (Print)
By: (Signature
Name: (Print)
Title: (Print)
By: (Signature
Name: (Print)
Title: (Print)
Name: rdo Moreno (Print)
Title: RJ LLC (Print)
By: (Signature)
Name: (Print)
Title: (Print)
By: (Signature)
Name: (Print)
Title: (Print)
By: (Signature)
Name: (Print)
Title: (Print)
By: (Signature)
Name: (Print)
Title: (Print)
By: (Signature)
Name: (Print)
Title: (Print)
NOTE: 1) Use duplicate sheets if disclosure information for Representative varies
2) Applicants and Affiants are advised to timely supplement this Affidavit pursuant to Sec. 31-
71(b)(2)(iv) of the City's land Development Regulations in the City Code, in the event that prior
to consideration of the application by the City Board or Commission, the information provided
in the Affidavit becomes incorrect or incomplete.
MIA-FS1 \1 K85F01_.DOC
NOTARIZATION PROVISION
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared Ricardo More the A iant~being first by me duly sworn, did swear or
affirm that he/she executed this Affidavit for the purposes stated therein and that it i true an corre. Dt; ,..., C!sS 1_ 7i?>O -Df:,- ~'(O, 0
<
SWORN TO AND SUBSCRIBED before me this (, de of
OFFICIAL NCYr ARY SEAL
MARlSOLRGONZALEZ
NCYrARY PUBUCsrATE OF FLORIDA
COMMISSION NO. ODI48882
MYCOMM!SSION EXP. SEPT 17,2006
200_:s""
rinted Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me Ihis _ day of
,200_.
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200 .
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200_
Notary Public State of Florida At Large
MIA-FS1\1KB5F01_.DOC
BUSINESS RELATIONSHIP AFFIDAVIT*
ThiS Affidavit is made pursuant to Section 31-71 (b)(2)(ii) of the City of Aventura Land Development Code. The undersigned Affiant
hereby discloses that: (mark with "x" applicable portions only)
[X ] 1. Affiant does not have a Business Relationship with any member of the City Commission or any City
Advisory Board to which the application will be presented.
I } 2. Affiant hereby discloses that it does have a Business Relationship with a member of the City
Commission or a City Advisory Board to which the application will be presented, as follows:
the
member serves).
(List name of Commissioner or Advisory Board Member) who serves on
(List City Commission or City Advisory Board upon which
The nature of the Business Relationship is as follows:
[] i. Member of City Commission or Board holds an ownership interest in excess of 1% of total
assets or capital stock of Applicant or Representative;
[] ii. Member of City Commission or Board is a partner, co-shareholder (as to shares of a
corporation which are not listed on any national or regional stock exchange) or joint venturer
with the Applicant or Representative in any business venture;
[ ] Hi. The Applicant or Representative is a Client of a member of the City Commission or Board or a
Client of another professional working from the same office or for the same employer as the
member of the City Commission or Board;
[] iv. A City Commissioner or Board member is a Client of the Applicant or Representative;
I] v. The Applicant or Representative is a Customer of the member of the City Commission or Board
(or of his or her employer) and transacts more than $10,000.00 of the business of the member
of the City Commission or Board (or his or her employer) in a given calendar year;
I} vi. The member of the City Commission or Board is a Customer of the Applicant or Representative
and transacts more than $25,000.00 of the business of the Applicant or Representative in a
given calendar year.
WITNESS MY HAND THIS ~ DAY OF
Se1~^ , 200~
APPLICANT:
By: rz,~-j~o/~,-
Name: \Y\a..,( (1,:; ~ .'6-..5:..-, ...~
Title: Attornev
(Signature)
(Print)
(Print)
WITNESS MY HAND THIS
DAY OF
,200_.
PROPERTY OWNER:
By:
Name:
Title:
(Signature)
(Print)
(Print)
'The terms "Business Relationship," "Client," "Customer," "Applicant," "Representative" and "Interested
Person" are defined in Section 2-395 of the Aventura City Code.
MIA-FS1\1K85F01 .DOC
, , -
-....-y-" ---r ~
,.-,..-'
BUSINESS RELATIONSHIP AFFIDAV/T*
This Affidavit is made pursuant to Section 31-71 (b)(2)(ii) of the City of Aventura Land Development Code. The undersi9ned Affiant
hereby discloses that: (mark with "x" applicable portions only)
[X] 1. Affiant does not have a Business Relationship with any member of the City Commission or any City
Advisory Board to which the application will be presented.
[ ] 2. Affiant hereby discloses that it does have a Business Relationship with a member of the City
Commission or a City Advisory Board to which the application will be presented, as follows:
the
member serves).
(List name of Commissioner or Advisory Board Member) who serves on
(List City Commission or City Advisory Board upon which
The nature of the Business Relationship is as follows:
I] i. Member of City Commission or Board holds an ownership interest in excess of 1 % of total
assets or capital stock of Applicant or Representative;
[] ii. Member of City Commission or Board is a partner, co-shareholder (as to shares of a
corporation which are not listed on any national or regional stock exchange) or joint venturer
with the Applicant or Representative in any business venture;
[ ] iii. The Applicant or Representative is a Client of a member of the City Commission or Board or a
Client of another professional working from the same office or for the same employer as the
member of the City Commission or Board;
[] iv. A City Commissioner or Board member is a Client of the Applicant or Representative;
[] v. The Applicant or Representative is a Customer of the member of the City Commission or Board
(or of his or her employer) and transacts more than $10,000.00 of the business of the member
of the City Commission or Board (or his or her employer) in a given calendar year;
[ ] vi. The member of the City Commission or Board is a Customer of the Applicant or Representative
and transacts more than $25,000.00 of the business of the Applicant or Representative in a
given calendar year.
WITNESS MY HAND THIS ~ DAY OF
~~~ , 200_S-
APPl;~ANT 0 _
BY:~
Name: C'lif.f,,;~ A Srnj,/t'l.'tOA
Title: Attornev
(Signature)
(Pnnt)
(Pnnt)
WITNESS MY HAND THIS
DAY OF
,200_.
PROPERTY OWNER:
By:
Name:
Title:
(Signature)
(Pnnt)
(Pnnt)
'The terms "Business Relationship," "Client," "Customer," "Applicant," "Representative" and "Interested
Person" are defined in Section 2-395 of the Aventura City Code.
MIA-FS1\1KB5F01 DOC
, , -
Printed Name of Notary
My commission expires:
WITNESS MY HAND THIS ~ DAY OF ~~. hOA
REPRESENTATIVE: (Listed on Business Relationship Affidavit)
ByJ \if'"
Name: Clifford Schulman
,200$ .
.____-- (Signature)
.-- .
Title: Attornev
(Print)
By: (Signature
Name: (Print)
Title: (Print)
By: (Signature
Name: (Print)
Title: (Print)
By: (Signature
Name: (Print)
Title: (Print)
By: (Signature
Name: (Print)
Title: (Print)
By: (Signature
Name: (Print)
Title: (Print)
By: (Signature
Name: (Print)
Title: (Print)
(Print)
By: rz,'.M.u-.~ -t'-"-(Signature)
}
Name: Mario Garcia-Serra (Print)
Title: Attornev (Print)
By: (Signature)
Name: (Print)
Title: (Print)
By: (Signature)
Name: (Print)
Title: (Print)
By: (Signature)
Name: (Print)
Title (Print)
By: (Signature)
Name: (Print)
Title: (Print)
NOTE: 1) Use duplicate sheets if disclosure information for Representative varies
2) Applicants and Affiants are advised to timely supplement this Affidavit pursuant to Sec. 31-
71(b)(2)(iv) of the City's Land Development Regulations in the City Code, in the event that prior
to consideration of the application by the City Board or Commission, the information provided
in the Affidavit becomes incorrect or incomplete.
MIA-FS1\1KB5F01_.DOC
.-.-..--y-'.-.T'..- .....-.-.'.--..-...,.- 'T'"'T"'--'"
'--T
NOTARIZATION PROVISION
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared Clifford Schulman the Affiant, who being first by me duly sworn, did swear or
affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
~.
SWORN TO AND SUBSC BED b~~_~s~,flOf ~~, 200_)
MARlSOLR GONZALEZ
NOTARYP\lllUC5;l'A.TI;OF.FJ-Rl'tDI'" )-
MyCCOOM~bi~2~ \ .Afjotary Public State of Florid
M""~ 1Im'llF.\>f }"):-eoue
Miami, FI~fld; '33cI31 Printed Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared Mario Garcia-Serra the Affiant, who being first by me duly sworn, did swear or
affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
~. Yl~~r(.k<-<C~
AFFIANT
SWORN TO AND SUBSCRIBED before me this ~ day of 'S:.;~200_")"'
L
I OFHClAL~'
MARlSOL ra
NOTARYPUBUC '0IllDA., g, P~otary Public State of Florida
COMMISSION-MtanQ _~ enue
I MYCOMMISSIONEXP P~lda 3131 Printed Name of Notary
--:_..:..~...::.~rr 1 f .2006 My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200_.
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200_
Notary Public State of Florida At Large
MIA-FS1\1K85F01_DOC
- - - -- __...-y-u ..-~_____ __ ___"--"'-T' -T'~--
-.
CITY OF AVENTURA
COMMUNITY DEVELOPMENT DEPARTMENT
MEMORANDUM
BY: Joanne Carr, AIC
Planning Director
TO: City Commission
FROM: Eric M. Soroka, IC
City Manager
DATE: August 8,2005
SUBJECT: Request of Miami Beach Health Care Ltd. for Sign Variances
20900 Biscayne Boulevard (Aventura Hospital)
21800 NE 28 Avenue (Aventura Physicians Building)
20950 NE 27 Court (Comprehensive Cancer Center)
(03-SV-05)
September 6, 2005 City Commission Meeting Agenda Item _b -))
RECOMMENDATION
It is recommended that the City Commission:
1. Approve the request for variance to permit a primary monument sign at the
corner of the Hospital Campus on Biscayne Boulevard measuring 18 feet
high and 148.5 square feet in area, where a monument sign measuring a
maximum of 15 feet high and 65 square feet in area is permitted by Code;
and,
2. Approve the request for variance to maintain an existing secondary
monument sign at the Comprehensive Cancer Center on the Hospital
campus measuring 68 square feet in area, where a monument sign
measuring a maximum of 65 square feet is permitted by Code; and,
3. Approve the request for variance to permit a second wall sign on the south
side of the Aventura Hospital and Medical Center measuring 144 square
feet, where only one wall sign per elevation is permitted by Code, upon the
condition that no wall sign will be erected on the north building elevation.
4. Approve the request for variance to permit a second wall sign on the east
elevation of the Aventura Physicians Building measuring 65 square feet
where only one sign per elevation is permitted by Code, upon the
conditions that (i) no wall sign will be permitted on the north and south
elevations of the Aventura Physician's Buildings and (ii) the "Orthopedic
Care Center" sign will be removed upon expiration or termination of the
lease and will not be replaced with another sign.
THE REQUEST
The applicant, Aventura Hospital and Medical Center, is requesting the following
variances:
1. Variance from Section 31-191(g)(9)a. of the City Code to permit a
primary monument sign at the corner of the Hospital Campus on
Biscayne Boulevard measuring 18 feet high and 148.5 square feet in
area, where a monument sign measuring a maximum of 15 feet high and
65 square feet in area is permitted by Code; and,
2. Variance from Section 31-191(g)(9)a. of the City Code to permit
maintenance of a secondary monument sign at the Comprehensive
Cancer Center within the Hospital campus measuring 68 square feet,
where a monument sign measuring a maximum of 65 square feet is
permitted by Code; and,
3. Variance from Section 31-191(g)(9)b. of the City Code to permit a
second wall sign on the south side of the Aventura Hospital and Medical
Center measuring 144 square feet, where only one sign per elevation is
permitted by Code; and,
4. Variance from Section 31-191(g)(9)b. of the City Code to permit a
second wall sign on the east elevation of the Aventura Physicians
Building measuring 65 square feet where only one sign per elevation is
permitted by Code.
(See Exhibit #1 for Letter of Intent and Supplement)
BACKGROUND
OWNER OF PROPERTY
Miami Beach Health Care Ltd. d/b/a
Aventura Hospital & Medical Center
LOCATION OF PROPERTY
20900 Biscayne Boulevard (Aventura
Hospital)
2
21800 NE 28 Avenue (Aventura
Physicians Building)
20950 NE 27 Court (Comprehensive
Cancer Centre)
(see Exhibit #2 for Location Map)
LEGAL DESCRIPTION
Aventura Hospital:
Tracts 1, 2 and 3 according to the plat of
Biscayne Medical Plaza as recorded in
Plat Book 137 at Page 76 and the west
Y:z of Lot 2, Block 8, Map of the Town of
Hallandale, according to the plat
recorded in Plat Book B at Page 13,
both of the Public Records of Miami-
Dade County, Florida, less the rights of
way for NE 209 Street and NE 28
Avenue, City of Aventura
Aventura Physicians Building:
Lots 1 - 30 and 35-38, Block L,
Amended Plat of Hallandale Park #6,
according to the plat recorded in Plat
Book 17, Page 56 of the Public Records
of Miami-Dade County and east Y:z of NE
27 Court closed by Resolution No.
2003-42, City of Aventura
Comprehensive Cancer Center:
Lots 1 - 6, Block 40, Amended Plat of
Hallandale Park #6, according to the
plat recorded in Plat Book 17, Page 46
of the Public Records of Miami-Dade
County and the west Y:z of NE 27 Court
closed by Resolution No, 2003-42, City
of Aventura
ZONING
Subject property:
Property to the North:
Property to the South:
Property to the East:
Property to the West:
MO, Medical Office District
MO, Medical Office District
B1, Neighborhood Business District
B2, Community Business District
U, Utilities District
EXISTING LAND USE
Subject property:
Property to the North:
Aventura Hospital and Medical Center
Campus
Public Storage Buildings
3
Property to the West:
Retail Plaza
Retail Plaza, Funeral Home &
Synagogue
FEC Railway
Property to the South:
Property to the East:
FUTURE LAND USE - According to the City of Aventura Comprehensive Plan,
the following properties are currently designated as follows:
Subject property:
Property to the North:
Property to the South:
Property to the East:
Property to the West:
Business and Office
Business and Office
Business and Office
Business and Office
Business and Office
The Site - The subject site is the Aventura Hospital and Medical Center main
campus located on the west side of Biscayne Boulevard, north of NE 209 Street,
consisting of the Hospital building, medical office buildings and parking
structures.
The Project - The Aventura Hospital and Medical Center is in the process of
completing renovation of the existing hospital campus. As part of that renovation,
the existing monument signs are being repainted to coordinate with the new color
scheme of the renovated building. The main monument sign at the corner of the
Hospital Campus on Biscayne Boulevard was removed while construction was
underway and lost during storage. The applicant has applied to re-erect the sign
and upon research, it was found that this main entrance monument sign exceeds
the height and square footage allowed by Code for the primary monument sign in
the hospital campus. The main entrance sign is 18 feet high and 8'3" in width, or
148.5 square feet in area. The City's Sign Code enacted in 1999 allows a primary
monument sign measuring a maximum of 15 feet high and 65 square feet in
area. The research also shows that the existing monument sign at the
Comprehensive Cancer Center exceeds the square footage for secondary
monument signs allowed by Code. Secondary monument signs are permitted in
the hospital campus at a maximum of 13 feet high and 65 square feet in area.
The existing sign at the Comprehensive Cancer Center measures 9.5 feet high
and 7.16 feet wide, or 68 square feet, being 3 square feet larger than allowed by
Code. Variance approval is required to permit this primary and one secondary
monument sign at sizes exceeding the maximum allowed by City Code. The
existing and proposed monument sign sizes and locations are shown on Exhibit
#3.
As another part of the campus renovation, the Aventura Physicans Building's
fac;:ade, interior and landscaping have been improved. The City Code allows one
wall sign on each elevation of this building, measuring one square foot for each
one lineal foot of elevation frontage. There is an existing "Orthopedic Care
Center" wall sign on the east elevation measuring 33 square feet and an existing
4
"Aventura Physicians Building" wall sign on the west elevation measuring 33.125
square feet. The applicant now wishes to add a second wall sign to the east
elevation measuring 65 square feet. Installation of a second wall sign on one
elevation does not comply with the Code and requires variance approval by the
City Commission. The existing and proposed wall signs are shown on Exhibit #4.
The applicant has installed two "Aventura Hospital and Medical Center" wall
signs on the south and east elevations of the hospital building. The west and
north elevation wall signs were approved but have not yet been erected.
Variance approval was required for these four wall signs as two of the signs
exceeded allowable square footage. The other two signs were less than square
footage allowed by Code. When taken as an aggregate, the area of the four
signs was less than the maximum allowed. The varying sizes were requested in
order that the wall signs fit proportionately within the building element on the four
elevations. In September of 2004, the City Commission passed Resolution No.
2004-50 permitting the following wall signs on the hospital building:
Sign Area Permitted
By Code
Sign Area Approved by
Variance
North Elevation
West Elevation
East Elevation
South Elevation
171 square feet
476 square feet
446 square feet
196 square feet
185 square feet
320 square feet
323.75 square feet
276 square feet
The applicant had originally applied in 2004 to add a second wall sign to the
south elevation in the form of the hospital logo, measuring 150 square feet,
however, this request was withdrawn prior to the public hearing. The applicant is
now asking for approval of this logo sign at 144 square feet. Installation of a
second wall sign on one elevation does not comply with the Code and requires
variance approval by the City Commission. The existing and proposed wall
signs are shown on Exhibit #5.
Citizen Comments. The Community Development Department has not received
any written or verbal citizen comments.
ANALYSIS
Community Development Department Analysis -
Reauest #1 - Variance from Section 31-1911a)(9)a. of the Citv Code to
permit a primary monument sian at corner of the Hospital Campus on
Biscavne Boulevard measurina 18 feet hiah and 148.5 sauare feet in area.
where a monument sian measurina a maximum of 15 feet hiah and 65
sauare feet in area is permitted bv Code.
5
Section 31-191(g)(9)a. of the City Code allows a primary monument sign in the
hospital campus measuring a maximum of 15 feet high and 65 square feet in
area.
The proposed primary sign on Biscayne Boulevard will exceed both the height
requirement and the square footage requirement. It is proposed at 18 feet high
and 148.5 square feet in area.
The criteria for approval of sign variances set out in Section 31-191U)(8) of the
City of Aventura Land Development Regulations is as follows:
The Sign Variance maintains the basic intent and purpose of these
regulations; particularly as it affects the stability and appearance of the
City and provided that the variance will be otherwise compatible with the
surrounding land uses and would not be detrimental to the community. No
showing of unnecessary hardship to the land is required.
This request does preserve the unique character of the City and is not in conflict
with the basic intent and purpose of the sign code. The sign is compatible with
the surrounding land uses and will effectively index the environment. This is the
primary sign at the corner of the hospital campus on Biscayne Boulevard. The
additional height and area are required to legibly accommodate all information
needed to properly direct patrons through the campus. Staff is therefore
recommending approval of this variance request.
Reauest #2 - Variance from Section 31-1911a)(9)a. of the Citv Code to
permit maintenance of a secondary monument sian at the Comprehensive
Cancer Center within the Hospital campus measurina 68 sauare feet. where
a monument sian measurina a maximum of 65 sauare feet is permitted bv
Code.
Section 31-191 (g)(9)a. of the City Code allows secondary monument signs in the
hospital campus measuring a maximum of 13 feet high and 65 square feet in
area.
There are five existing and one proposed secondary monument signs on campus
that all comply with the size requirement, as shown on Exhibit #3. There is one
existing secondary sign at the Comprehensive Cancer Center that complies with
the height requirement but exceeds the square footage requirement. It is 9.5 feet
high and 68 square feet in area.
The criteria for approval of sign variances set out in Section 31-191U)(8) of the
City of Aventura Land Development Regulations is as follows:
The Sign Variance maintains the basic intent and purpose of these
regulations; particularly as it affects the stability and appearance of the
6
City and provided that the variance will be otherwise compatible with the
surrounding land uses and would not be detrimental to the community. No
showing of unnecessary hardship to the land is required.
This request does preserve the unique character of the City. An additional 3
square feet of sign area is not in conflict with the basic intent and purpose of the
sign code. The sign is compatible with the surrounding land uses and will
effectively index the environment. The permit for this sign was issued by the City
in July of 1999, but was inadvertently constructed three square feet larger than
allowed. This extra three square feet is not incompatible with surrounding signs
and is not detrimental to the community. Staff is therefore recommending
approval of this variance request.
Reauest #3 - Variance from Section 31-1911a1l9Ib. of the City Code to
permit a second wall sian on the south side of the Aventura Hospital and
Medical Center measurina 144 sauare feet. where onlv one sian per
elevation is permitted bv Code.
Section 31-191(g)(9)b. of the City Code allows one wall sign on each building
elevation in the hospital campus with reverse channel or channel letters
measuring one square foot for each lineal foot of elevation frontage.
The applicant received sign variance approval in September of 2004 to erect the
following wall signs on the hospital building:
Sign Area Permitted
By Code
Sign Area Approved by
Variance
North Elevation
West Elevation
East Elevation
South Elevation
171 square feet
476 square feet
446 square feet
196 square feet
185 square feet
320 square feet
323.75 square feet
276 square feet
The approved wall signs have been installed on the south and east elevations.
The west and north elevation sign are to be installed at a future date. The
applicant now wishes to install a second wall sign on the south elevation,
consisting of the Aventura Hospital logo shown on Exhibit #5 and measuring 144
square feet.
The criteria for approval of sign variances set out in Section 31-191U)(8) of the
City of Aventura Land Development Regulations is as follows:
The Sign Variance maintains the basic intent and purpose of these
regulations; particularly as it affects the stability and appearance of the
City and provided that the variance will be otherwise compatible with the
7
surrounding land uses and would not be detrimental to the community. No
showing of unnecessary hardship to the land is required.
This request does preserve the unique character of the City and is not in conflict
with the basic intent and purpose of the sign code. The logo sign will serve a
directional function and is required to effectively index the environment. The
existing wall sign on the south elevation, while designed to fit into its architectural
element in a color to complement the wall colors, is difficult to see due to other
buildings in the line of sight. The applicant has agreed not to install a wall sign
on the north elevation of the hospital building, so that the total number of wall
signs will not exceed the number permitted by Code for the building. Staff
recommends approval of this variance request on the condition that no wall sign
will be permitted on the north elevation of the building.
Reauest #4 - Variance from Section 31-19Ha1l91b. of the City Code to
permit a second wall sian on the east elevation of the Aventura Physicians
Buildina measurina 65 sauare feet where onlv one sian per elevation is
permitted bv Code.
Section 31-191(g)(9)b. of the City Code allows one wall sign on each building
elevation in the hospital campus with reverse channel or channel letters
measuring one square foot for each lineal foot of elevation frontage.
The east and west elevation frontage of the Aventura Physicians Building is 250
lineal feet. Therefore, one wall sign on each of these elevations measuring a
maximum of 250 square feet each would be permitted by Code. One wall sign
on each of the north and south elevations would also be permitted by Code.
There is an existing wall sign on the east elevation of the Aventura Physicians
Building that reads "Orthopedic Care Centre", measuring 33 square feet. There
is another existing wall sign on the west side of the building that reads "Aventura
Physicians Building" measuring 33.125 square feet. The applicant proposes a
second wall sign on the east elevation that reads "Aventura Physicians Building"
measuring 65 square feet. The applicant advises that the sign is required to
provide identification to properly direct traffic to the building on this east
elevation. The applicant further advises that the existing "Orthopedic Care
Center" wall sign is required to remain under terms of an existing lease.
The criteria for approval of sign variances set out in Section 31-1910)(8) of the
City of Aventura Land Development Regulations is as follows:
The Sign Variance maintains the basic intent and purpose of these
regulations; particularly as it affects the stability and appearance of the
City and provided that the variance will be otherwise compatible with the
surrounding land uses and would not be detrimental to the community. No
showing of unnecessary hardship to the land is required.
8
This request does preserve the unique character of the City and is not in conflict
with the basic intent and purpose of the sign code. The sign is compatible with
the surrounding land uses and will effectively index the environment. The
applicant has agreed not to install wall signs on the north and south elevations of
this building, so that the total number of wall signs will be less than the number
permitted by Code for the building. Staff recommends approval of this variance
request on the conditions that (i) no wall signs be permitted on the north and
south elevations of this building and (ii) the "Orthopedic Care Center" sign will be
removed upon expiration or termination of the lease and will not be replaced with
another sign.
9
o 3 .5f.tY5
Greenberg
Traurig
, fllCt/i'fD
JlJN 0
C04(4(f' J 200.~
<lNIn- J
Clifford A. sChulmallEi'fLC"
(305) 579-0613 /?r,;fN
Direct Fax: (305) 961.5613 r
E.Mail: schulmanC@gtlaw.com
June 3, 2005
Ms. Joann Carr
Planning Director
City of A ventura
19200 West Country Club Drive
A ventura, Florida 33180
Re: Miami Beach Healthcare, LTD I Application for Sign Variances I
Letter of Intent
Dear Ms. Carr:
This constitutes the letter of intent for the Miami Beach Healthcare, L TD, (the
"Applicant"), application requesting variances for 3 signs located on the site known as Aventura
Hospital. Photographs of each sign for which we are requesting a variance are attached as
Exhibit "A". The Aventura Hospital is a unique site in that it maintains a wid~ range of office
facilities in an area which is fully enclosed and separated. Accordingly, various signs are
required throughout the Hospital site to direct traffic in an orderly manner.
The first of the three signs for which we need a variance is a monument sign which
exceeds the maximum height and sign area allowed under Section 31-191(g)(9) of the Aventura
Code of Ordinances, (the "Code"). However, the sign's present size is necessary so that
motorists may clearly and quickly read each sign while driving within the Hospital grounds. The
second sign for which we need a variance is a wall sign which while not exceeding the maximum
sign area does exceed the number of signs per elevation permitted by Section 31-191 (g)(9) of the
Code. In this case, the building elevation extends 250 feet and houses several physician's offices
which necessitates having multiple wall signs in order to adequately provide guidance to the
visitors of the Hospital. The last sign for which we seek a variance is also a wall sign located at
the top of the main building which jllustrates the Hospital logo. This sign also exceeds the sign
area allowed by Code and therefore a variance is needed.
Due to the important function each of these signs serves in enhancing pubic safety,
facilitating orderly traffic circulation, and providing guidance to the visitors of the Hospital, we
Exhibit 1
03-SV-05
Greenberg Traurig, P.A.I Attorneys at Law 11221 Brickell Avenue I Miami, Fl 331311 Tel 305.579.0500 I Fax 305.579.0717 I www.gtlaw.com
June 3, 2005
Page 2
respectfully request that you recommend approval of this variance application. If you have any
questions or need to discuss this matter further, please contact me at 305-579-0613. Thank you
for your attention to this matter.
Sincerely, n_
. "r~
ifford A. Schulman ~("
cc: Mr. Joshua Detillio
Mr. Richard Kennedy
Greenberg Traurig. PA
Greenberg
Traurig
Clifford A. Schulman
(305) 579-0613
D.... FIX: (305) 961-5613
E.Mail: scltulmanC@gtlaw.com
August 9, 2005
Ms. Joann Carr
Planning Director
City of A ventura
19200 West Country Club Drive
Aventura, Florida 33180
Re: Miami Beach Healthcare, LTD I Application for Sign Variances I
Amended Letter ofIntent
Dear Ms. Carr:
On behalf of Miami Beach Healthcare, LTD, (the "Applicant"), we respectfully submit
this amendment to our previous letter of intent to include one additional variance for an existing
sign located on the site known as A ventura Hospital. This existing sign is located on the
Comprehensive Cancer Center building and exceeds the sign area allowed under Section 31-
191(g)(9) of the Aventura Code of Ordinances, (the "Code"). However, the existing sign
predates the Code and exceeds the sign area by only 3 square feet. Furthennore, this sized sign
is needed to direct traffic in an orderly manner.
Due to the important function that this sign serves in enhancing pubic safety, facilitating
orderly traffic circulation, and providing guidance to the visitors of the Hospital, we respectfully
request that you recommend approval of this variance request. If you have any questions or need
to discuss this matter further, please contact me at 305-579-0613. Thank you for your attention to
this matter.
Si~~f~
1f"'tlifford A. Schulman
cc: Mr. Joshua DetiUio
Mr. Richard Kennedy
G~nbcrg TraHg. P.A.I....norneys at Law 1122:1 BrlcW Avenue I Miami, Fl33131 I Tel305.S79.05OQ I Ftlx 305.579.0717 I WN'N.gUaw.com
BROWARD COUNTY
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Exhibit 2
03-SV-05
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APPLICANT REPRESENTATIVE AFFIDAVIT
Pursuant to Section 31-71(b)(2)(i) of the City of Aventura land Development Code, this Applicant Representative Affidavit
is hereby made and submitted. The undersigned authorized representative of the individual or entity applying for the Development
Permit, which is identified in the accompanying application, and the owner of the property subject to the application (if different)
hereby lists and identifies all persons representing the individual or entity applying for the Development Permit in connection with
the appiication, as follows:
Name
Relationship (i.e. Attorneys, Architects, Landscape
Architects, Engineers. Lobbyists, Ere.)
Clifford A. Schulman
Attornev
Mario J. Garcia-Serra
Attornev
(Attach Additional Sheets If Necessary)
NOTICE: ANY STATEMENT OR REPRESENTATION MADE BY ANY PERSON LISTED ON THE APPLICANT
REPRESENTATtVE AFFIDAVIT SHALL BE BINDING UPON THE INDIVIDUAL OR ENTITY APPLYING FOR
THE DEVELOPMENT PERMIT AND THE OWNER OF THE SUBJECT PROPERTY. APPLICANTS AND
AFFIANTS ARE ADVISED TO TIMELY SUPPLEMENT THIS AFFIDAVtT PURSUANT TO SEC. 31-71(B)(2)(1V)
OF THE CITY'S LAND DEVELOPMENT REGULATIONS IN THE CITY CODE, IN THE EVENT THAT PRIOR
TO CONSIDERATION OF THE APPLICATION BY THE CITY BOARD OR COMMISSION, THE INFORMATION
PROVIDED IN THE AFFIDAVIT BECOMES INCORRECT OR INCOMPLETE.
WITNESS MY HAND THIS ~ DAY OF Ao 6 CF-.-{
,2Da;5.
OWNER
::::::::::::::::
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AUTHORIZED REPRESENTATIVE OF APPLICANT:
By:
By:
(Signature)
Name:
(Print)
Title:
Address:
Address:
MIA-FS 1 \1 K85F01_. DOC
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Notary Public State of Florida At Lar911 /'
Printed Name of Notary Jl,.Jrf'JA 1.L,i.;uf 0
My commission expires: '-/7/ v f
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,;f<.
SWORN TO AND SUBSCRiBED BEFORE ME this:'L day of
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BUSINESS RELATIONSHIP AFFIDAVIT*
This Affidavit is made pursuant to Section 31-71 (b)(2)(ii) of the City of Aventura Land Development Code. The undersigned Affiant
hereby discloses that: (mark with "x" applicable portions only)
IX ] 1. Affiant does not have a Business Relationship with any member of the City Commission or any City
Advisory Board to which the application wiil be presented.
{}2. Affiant hereby discloses that it does have a Business Relationship with a member of the City
Commission or a City Advisory Board to which the application will be presented, as follows:
the
member serves).
(List name of Commissioner or Advisory Board Member) who serves on
(List City Commission or City Advisory Board upon which
The nature of the Business Relationship is as follows:
I] i. Member of City Commission or Board holds an ownerShip interest in excess of 1 % of total
assets or capital stock of Applicant or Representative;
[] ii. Member of City Commission or Board is a partner, co-shareholder (as to shares of a
corporation which are not listed on any national or re9ional stock exchange) or joint venturer
with the Applicant or Representative In any business venture;
I] iii. The Applicant or Representative is a Client of a member of the City Commission or Board or a
Client of another professional workin9 from the same office or for the same employer as the
member of the City Commission or Board;
I] iv. A City Commissioner or Board member is a Client of the Applicant or Representative;
I] v. The Applicant or Representative is a Customer of the member of the City Commission or Board
(or of his or her employer) and transacts more than $10,000.00 of the business of the member
of the City Commission or Board (or his or her employer) in a given calendar year;
[1 vi. The member of the City Commission or Board is a Customer of the Applicant or Representative
and transacts more than $25,OOD.00 of the business of the,Applicant or Representative in a
given calendar year.
WITNESS MY HAND THIS...3..- DAY OF
-...\<:.~
,20oS
;.,..',..: .p,PPLlCANT:
. . '.'. . . f)
........... ~
~:i:Kme: Ricf1ard Kehrleav (
-:.:-: .:-:'trtle: COO
':://:::: WITNESS MY HAND THIS
(Signature)
(Print)
(Print)
DAY OF
,200_.
PROPERTY OWNER:
By:
Name:
Title:
(Signature)
(Print)
(Print)
'The terms "Business Reiationship," "Client," "Customer," "Applicant," "Representative" and "Interested
Person" are defined in Section 2-395 of the Aventura City Code.
MIA-Fsn1KB5F01 .DOC
, , -
Printed Name of Notary
My commission expires:
WITNESS MY HAND THIS
DAY OF
,200_.
::::::::::::REPRESENTATIVE: (Listed on Business RelatiDnship Affidavit)
.,.... ~~ (Signature) By: (Signature
:<:~~y: /
:-:-: -: -: -:. Name: Richard Kennedv (Print) Name: (Print)
..... .
...... .
..... .
. . Title: coo (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
NOTE: 1) Use duplicate sheets if disclosure information for Representative varies
2) Applicants and Affiants are advised to timely supplement this Affidavit pursuant to Sec. 31-
71(b)(2)(iv) of the City's land Development Regulations in the City Code, in the event that prior
to consideration of the application by the City Board or Commission, the information provided
in the Affidavit becomes incorrect or incomplete.
~1t--FS1\1K85F01_.DOC
NOTARIZATION PROVISION
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared Richard Kennedv the Affiant, who being first by me duly swom,.i~d pv,:8ij' pr......
affirm that he/she executed this Affidavit for the purposes stated therein and that it is tr and correct. . .' .' .' .' .' ...... . .
......... .
........ .
SWORN TO AND SUBSCRIBED before me this~ day 01
~1\. ~MlmM
. ~j My Con"'~1Ilon 00201132
"'...... E>c>O... 5opIombor2<l, 2OO!i
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
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Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200_.
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI.DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200_.
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that hehihe executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ dey of
,200_.
Notary Public State of Florida At Large
~~-FS1\1KB5F01_.DOC
BUSINESS RELATIONSHIP AFFIDAVIT*
This Affidavit is made pursuant to Section 31-71(b)(2)(ii) of the City of Aventura Land Development Code. The undersigned Affiant
hereby discloses that: (mark with "x" applicable portions only)
IX ] 1. Affiant does not have a Business Relationship with any member of the City Commission or any City
Advisory Board to which the application will be presented.
[ ] 2. Affiant hereby discloses that it does have a Business Relationship with a member of the City
Commission or a City Advisory Board to which the application will be presented, as follows:
the
member serves).
(List name of Commissioner or Advisory Board Member) who serves on
(List City Commission or City Advisory Board upon which
The nature of the Business Relationship is as follows:
[ ] i. Member of City Commission or Board holds an ownership interest in excess of 1 % of total
assets or capital stock of Applicant or Representative;
[ ] ii. Member of City Commission or Board is a partner, co-shareholder (as to shares of a
corporation which are not listed on any national or regional stock exchange) or joint venturer
with the Applicant or Representative in any business venture;
[ ] iii. The Applicant or Representative is a Client of a member of the City Commission or Board or a
Client of another professional working from the same office or for the same employer as the
member of the City Commission or Board;
[] iv. A City Commissioner or Board member is a Client of the Applicant or Representative;
[ ] v. The Applicant or Representative is a Customer of the member of the City Commission or Board
(or of his or her employer) and transacts more than $10,000.00 of the business of the member
of the City Commission or Board (or his or her employer) in a given calendar year;
[ ] vi. The member of the City Commission or Board is a Customer of the Applicant or Representative
and transacts more than $25,000.00 of the business of the Applicant or Representative in a
given calendar year.
APPLlCA:~NESS.) ~ ~'(T"- OAm
By: ~ J ~ _ ~ (Signature)
Name: ClifflJrd Schulman (Print)
Title: Attomev (Print)
WITNESS MY HAND THIS ~ DAY OF ~+
PROPERTY OWNER:
,200_.
,200~
By:
Name:
Title:
(Signature)
(Print)
(Print)
'The terms "Business Relationship," "Client," "Customer," "Applicant," "Representative" and "Interested
Person" are defined in Section 2-395 of the A ventura City Code.
MIA.FS1\1K85F01 .DOC
. , -
Printed Name at Notary
My commission expires:
WITNESS MY HAND THIS DAY OF ,200_.
i
on Business Relationship Affidavit) iJ
By: ture) By: (Signature
Name: Clifford Schulman (Print) Name: (Print)
Title: Attornev (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
NOTE: 1) Use duplicate sheets if disclosure information for Representative varies
2) Applicants and Affiants are advised to timely supplement this Affidavit pursuant to Sec. 31-
71(b)(2)(iv) of the City's Land Development Regulations in the City Code, in the event that prior
to consideration of the application by the City Board or Commission, the information provided
in the Affidavit becomes incorrect or incomplete.
MIA-FS1\1K85F01 .DOC
,~ -
NOTARIZATION PROVISION
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared Clifford Schulman the Affian
affinn that he/she executed this Affidavit for the purposes stated therein and that it is true and carre
L .
AFFIANT
SWORN TO AND SUBSCRIBED before me this Il. day of of; 20D_S"
\=. ~~~~Li~i.ci~itl
NCITARY PUBUC Sf ATE OF FLORIDA.
COMMISSION NO. D0148882 I.
I COMMISSION ~XP. SEPT 17,2006 ~nnted Name of Notary
, MY My commiSSion expires:
~D first by me duly sworn, did swear or
STATE OF FLORIDA )
COUNTY OF MIAMI.DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affinn that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200_.
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200_.
Notary Public State of Florida AI Large
Printed Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200_.
Notary Public State of Florida At Large
MIA.FS1\1K85F01 .DOC
,- -
BUSINESS RELATIONSHIP AFFIDA VIP
This Affidavit is made pursuant to Section 31-71 (b)(2)(ii) of the City of Aventura Land Development Code. The undersi9ned Affiant
hereby discloses that: (mark with "x" applicable portions only)
[X ] 1. Affiant does not have a Business Relationship with any member of the City Commission or any City
Advisory Board to which the application will be presented.
[ ] 2. Affiant hereby discloses that it does have a Business Relationship with a member of the City
Commission or a City Advisory Board to which the application will be presented, as follows:
the
member serves).
(List name of Commissioner or Advisory Board Member) who serves on
(List City Commission or City Advisory Board upon which
The nature of the Business Relationship is as follows:
[ ] I. Member of City Commission or Board holds an ownership interest in excess of 1 % of total
assets or capital stock of Applicant or Representative;
[ ] il. Member of City Commission or Board is a partner, co-shareholder (as to shares of a
corporation which are not listed on any national or regional stock exchange) or joint venturer
with the Applicant or Representative in any business venture;
[] iii. The Applicant or Representative is a Client of a member of the City Commission or Board or a
Client of another professional workin9 from the same office or for the same employer as the
member of the City Commission or Board;
[ ] iv. A City Commissioner or Board member is a Client of the Applicant or Representative;
[] v. The Applicant or Representative is a Customer of the member of the City Commission or Board
(or of his or her employer) and transacts more than $10,000.00 of the business of the member
of the City Commission or Board (or his or her employer) in a given calendar year;
[ ] vI. The member of the City Commission or Board is a Customer of the Applicant or Representative
and transacts more than $25,000.00 of the business of the Applicant or Representative in a
given calendar year.
WITNESS MY HAND THIS J.cL. DAY OF () AJ~ ,200.$
:::PL~~
Name. Mario Garcia-Serra
Title: Attomev
(Signature)
(Print)
(Print)
WITNESS MY HAND THIS
DAY OF
,200_.
PROPERTY OWNER:
By:
Name:
Title:
(Signature)
(Print)
(Print)
'The terms "Business Relationship," "Client," "Customer," "Applicant," "Representative" and "Interested
Person" are defined in Section 2-395 of the Aventura City Code.
MIA.FS1\1K85F01 .DOC
, , -
Printed Name of Notary
My commission expires:
WITNESS MY HAND THIS
DAY OF
,200_.
REPRESENTATIVE: (Listed on Business Relationship Affidavit)
By: ~~~(Signature) By: (Signature
Name: Mario Garcia-Serra (Print) Name: (Print)
Title: Attornev (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
NOTE: 1) Use duplicate sheets if disclosure information for Representative varies
2) Applicants and Affiants are advised to timely supplement this Affidavit pursuant to Sec. 31-
71(b)(2)(iv) of the City's Land Development Regulations in the City Code, in the event that prior
to consideration of the application by the City Board or Commission, the information provided
in the Affidavit becomes incorrect or incomplete.
':'I~-FS1\lK85F01_.DOC
NOTARIZATION PROVISION
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared Mario Garcia-Serra the Affiant, who being first by me duly sworn, did swear or
affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and corre~ ~
A~ f
SWORN TO AND SUBSCRIBED before me this 10 day of
---I
LEZ \
FLORIDA I
MMISSION NO. 00148882 \
OMM 1::DI?-~~~~:..:.~2~~_______________
-------------------------------------------------------------------------------------------------------------
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200 .
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
--------..--------------------------------------------------------------------------------------------------..-..-----..-----....--------....------........---------
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200_.
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
-----------------------------------------------------------------------
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200_.
Notary Public State of Florida At Large
MIA-FS1\1K85F01 .DOC
.- -
RESOLUTION NO. 2005-
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, APPROVING A SIGN
VARIANCE FOR MIAMI BEACH HEALTH CARE LTD
D/B/A AVENTURA HOSPITAL AND MEDICAL CENTER
CAMPUS BUILDINGS TO PERMIT ONE PRIMARY
MONUMENT SIGN AT THE CORNER OF THE HOSPITAL
CAMPUS AT 20900 BISCAYNE BOULEVARD
MEASURING 18 FEET HIGH AND 148.5 SQUARE FEET IN
AREA WHERE A PRIMARY MONUMENT SIGN
MEASURING 15 FEET HIGH AND 65 SQUARE FEET IN
AREA IS PERMITTED BY CODE; A SIGN VARIANCE TO
PERMIT A SECONDARY MONUMENT SIGN AT THE
COMPREHENSIVE CANCER CENTRE AT 20950 NE 27
COURT MEASURING 68 SQUARE FEET, WHERE
SECONDARY MONUMENT SIGNS MEASURING 65
SQUARE FEET ARE PERMITTED BY CODE; A SIGN
VARIANCE TO PERMIT A SECOND WALL SIGN ON THE
SOUTH SIDE OF THE AVENTURA HOSPITAL AND
MEDICAL CENTER AT 20900 BISCAYNE BOULEVARD
MEASURING 144 SQUARE FEET, WHERE ONLY ONE
SIGN PER ELEVATION IS PERMITTED BY CODE; A SIGN
VARIANCE TO PERMIT A SECOND WALL SIGN ON THE
EAST ELEVATION OF THE AVENTURA PHYSICIANS
BUILDING AT 21800 NE 28 AVENUE MEASURING 65
SQUARE FEET WHERE ONLY ONE SIGN PER
ELEVATION IS PERMITTED BY CODE; PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the property described herein is zoned MO, Medical Office District, a
non-residential district; and
WHEREAS, the Applicant, Miami Beach Health Care Ltd., d/b/a Aventura
Hospital and Medical Center, through Application No. 03-SV-05, has requested the
following sign variances:
1. Variance from Section 31-191(g)(9)a. of the City Code to permit a
primary monument sign at the corner of the Hospital Campus on
Resolution No, 2005-
Page 2
Biscayne Boulevard measuring 18 feet high and 148.5 square feet in
area, where a monument sign measuring a maximum of 15 feet high
and 65 square feet in area is permitted by Code; and,
2. Variance from Section 31-191(g)(9)a. of the City Code to permit
maintenance of a secondary monument sign at the Comprehensive
Cancer Center within the Hospital campus measuring 68 square feet,
where a monument sign measuring a maximum of 65 square feet is
permitted by Code; and,
3. Variance from Section 31-191(g)(9)b. of the City Code to permit a
second wall sign on the south side of the Aventura Hospital and
Medical Center measuring 144 square feet, where only one sign per
elevation is permitted by Code; and,
4. Variance from Section 31-191(g)(9)b. of the City Code to permit a
second wall sign on the east elevation of the Aventura Physician's
Building measuring 65 square feet where only one sign per elevation is
permitted by Code; and
WHEREAS, following proper notice, the City Commission has held a public
hearing as provided by law; and
WHEREAS, the City Commission finds that the Application meets the criteria of
the applicable codes and ordinances to the extent the application is granted herein.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
Resolution No. 2005-
Page 3
Section 1. Application No. 03-SV-05 for Sign Variance to permit a primary
monument sign at the corner of the Hospital Campus on Biscayne Boulevard
measuring 18 feet high and 148.5 square feet in area, where a monument sign
measuring a maximum of 15 feet high and 65 square feet in area is permitted by Code
on property legally described as:
Tracts 1, 2 and 3 according to the plat of Biscayne Medical
Plaza as recorded in Plat Book 137 at Page 76 and the west Yo of Lot 2, Block 8, Map
of the Town of Hallandale, according to the plat recorded in Plat Book B at Page 13,
both of the Public Records of Miami-Dade County, Florida, less the rights of way for NE
209 Street and NE 28 Avenue, City of Aventura
is hereby granted.
Section 2. Application No. 03-SV-05 for Sign Variance to permit maintenance
of a secondary monument sign at the Comprehensive Cancer Center within the
Hospital campus measuring 68 square feet, where a monument sign measuring a
maximum of 65 square feet is permitted by Code on property legally described as:
Lots 1 - 6, Block 40, Amended Plat of Hallandale Park #6, according to the plat
recorded in Plat Book 17, Page 46 of the Public Records of Miami-Dade County and
the west Yo of NE 27 Court closed by Resolution No. 2003-42, City of Aventura
is hereby granted.
Section 3. Application No. 03-SV-05 for Sign Variance to permit a second wall
sign on the south side of the Aventura Hospital and Medical Center measuring 144
square feet, where only one sign per elevation is permitted by Code on property legally
described as:
Tracts 1, 2 and 3 according to the plat of Biscayne Medical Plaza as recorded in Plat
Book 137 at Page 76 and the west Yo of Lot 2, Block 8, Map of the Town of Hallandale,
according to the plat recorded in Plat Book B at Page 13, both of the Public Records of
Miami-Dade County, Florida, less the rights of way for NE 209 Street and NE 28
Avenue, City of Aventura
Resolution No. 2005-
Page 4
is hereby granted upon the following condition:
1. No wall sign shall be erected on the north elevation of the hospital building.
Section 4. Application No. 03-SV-05 for Sign Variance to permit a second
wall sign on the east elevation of the Aventura Physician's Building measuring 65
square feet where only one sign per elevation is permitted by Code on property legally
described as:
Lots 1 - 30 and 35-38, Block L, Amended Plat of Hallandale Park #6, according to the
plat recorded in Plat Book 17, Page 56 of the Public Records of Miami-Dade County
and east Y, of NE 27 Court closed by Resolution No. 2003-42, City of Aventura
is hereby granted upon the following conditions:
1. No wall sign shall be permitted on the north and south elevations of the Aventura
Physicians Building.
2. The "Orthopedic Care Center" wall sign will be removed upon expiration or
termination of the lease and will not be replaced with another sign.
Section 5. This Resolution shall become effective immediately upon its
adoption.
The foregoing Resolution was offered by
its adoption. The motion was seconded by
put to a vote, the vote was as follows:
, who moved
, and upon being
Commissioner Bob Diamond
Commissioner Billy Joel
Commissioner Harry Holzberg
Commissioner Michael Stern
Commissioner Luz Urbaez-Weinberg
Vice Mayor Zev Auerbach
Mayor Susan Gottlieb
Resolution No. 2005-
Page 5
PASSED AND ADOPTED this 6th day of September, 2005.
Susan Gottlieb, Mayor
ATTEST:
Teresa M. Soroka, MMC, City Clerk
APPROVED AS TO LEGAL SUFFICIENCY:
f~
CITY ATTORNEY
This Resolution was filed in the Office of the City Clerk this _ day of September,
2005.
Teresa M. Soroka, MMC. City Clerk
APPLICANT REPRESENTATIVE AFFIDAVIT
63-S\j -oS
q/(.,(05
:t -(0'" w \) .
Pursuant to Section 31-71 (b)(2) (i) of the City of Aventura land Development Code, this Applicant Representative Affidavit
is hereby made and submitted. The undersigned authorized representative of the individual or entity applying for the Development
Permit, which is identified in the accompanying application, and the owner of the property subject to the application (if different)
hereby lists and identifies all persons representing the individual or entity applying for the Development Permit in connection with
the application, as follows:
Name
Relationship (i.e. Attorneys, Architects, Landscape
Architects, Engineers, Lobbyists, Etc.)
Clifford A. Schulman
Attornev
Attornev
Mario J. Garcia-Serra
(Attach Additional Sheets If Necessary)
NOTICE: ANY STATEMENT OR REPRESENTATION MADE BY ANY PERSON LISTED ON THE APPLICANT
REPRESENTATIVE AFFIDAVIT SHAll BE BINDING UPON THE INDIVIDUAL OR ENTITY APPLYING FOR
THE DEVELOPMENT PERMIT AND THE OWNER OF THE SUBJECT PROPERTY. APPLICANTS AND
AFFIANTS ARE ADVISED TO TIMELY SUPPLEMENT THIS AFFIDAVIT PURSUANT TO SEC. 31-71(B)(2)(IY}
OF THE CITY'S LAND DEVELOPMENT REGULATIONS IN THE CITY CODE, IN THE EVENT THAT PRIOR
TO CONSIDERATION OF THE APPLICATION BY THE CITY BOARD OR COMMISSION, THE INFORMATION
PROVIDED IN THE AFFIDAVIT BECOMES INCORRECT OR INCOMPLETE.
STATE OF FLORIDA )!
COUNTY OF MIAMI-DADE) ~
Kd..n/ J: h",~,1;
Before me the undersigned authority personally appeared J./S"'BFd P.llirlon as the authorized representative
of the Applicant and/or the owner of the property subject to the application, who being first by me duly sworn;:iliQ':-:<'
swear or affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct. . . , " . . '. . . '
,~>:-:.,,:-:
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WITNESS MYHAND THIS~DAYOF Ao6t'F,"C
AUTHORIZED REPRESENTATIVE OF APPLICANT:
By:
By:
(Signature)
Name:
(Print)
Title:
Address:
Address:
K
SWORN TO AND SUBSCRIBED BEFORE ME this t/ day of
MIA-FS1\lK85FOl .DOC
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Notary Public State of Floljsja At Larg,e /
Printed Name of Notary 1/1 ,iNS ", I . c tU ~ \ U
My commission expires:) / 710 f
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BUSINESS RELATIONSHIP AFFIDAVIT*
This Affidavit is made pursuant to Section 31-71 (b)(2)(ii) of the City of Aventura land Development Code. The undersi9ned Affiant
hereby discloses that: (mark with "x" applicable portions only)
IX ] 1. Affiant does not have a Business Relationship with any member of the City Commission or any City
Advisory Board to which the application wili be presented.
[ ] 2. Affiant hereby discloses that it does have a Business Relationship with a member of the City
Commission or a City Advisory Board to which the application will be presented, as follows:
(List name of Commissioner or Advisory Board Member) who serves on
(List City Commission or City Advisory Board upon which
the
member serves).
The nature of the Business Relationship is as follows:
[ ] i. Member of City Commission or Board holds an ownership interest in excess of 1 % of total
assets or capital stock of Applicant or Representative;
[ ] Ii. Member of City Commission or Board is a partner, co-shareholder (as to shares of a
corporation which are not listed on any national or regional stock exchange) or joint venturer
with the Applicant or Representative in any business venture;
[ ] iiL The Applicant or Representative is a Client of a member of the City Commission or Board or a
Client of another professional working from the same office or for the same employer as the
member of the City Commission or Board:
[ ] iv. A City Commissioner or Board member is a Client of the Applicant or Representative;
I] v. The Applicant or Representative is a Customer of the member of the City Commission or Board
(or of his or her employer) and transacts more than $10,000.00 of the business of the member
of the City Commission or Board (or his or her employer) in a given calendar year:
[l vi. The member of the City Commission or Board is a Customer of the Applicant or Representative
and transacts more than $25,000.00 of the business of the Applicant or Representative in a
given calendar year.
WITNESS MY HAND THIS ~ DAY OF
:. ....:.:.: '~PPLlCANT:
.'. . '. ..'. ;')
" "" "" .!.t---.J
~/l:.~me: Ricf1ard Kehneav (
,:-:-. .:-: :tille: COO
: :"-::::: -::"."
'. '.'.'.' .' WITNESS MY HAND THIS
__ \",,,,"oe
,200:5
(Signature)
(Print)
(Print)
DAY OF
, 200_.
PROPERTY OWNER:
By:
Name:
Title:
(Signature)
(Print)
(Print)
'The terms "Business Relationship." "Client," "Customer," "Applicant," "Representative" and "interested
Person" are defined in Section 2-395 of the Aventura City Code.
~1~-FS1\1K65F01_.DOC
Printed Name of Notary
My commission expires:
WITNESS MY HAND THIS '3 DAY OF ..do """"
, 200.?
:-:-:.:-:-:-REPRESENTATIVE: (Listed on Business Relationship Affidavit)
..... .
~y'h~ (Signature) By: (Signature
::::: -:::::: Name: Richard Kennedv (Print) Name: (Print)
..... .
...... .
..... .
. . Title: COO (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
NOTE: 1) Use duplicate sheets if disclosure information for Representative varies
2) Applicants and Affiants are advised to timely supplement this Affidavit pursuant to Sec. 31-
71(b)(2)(iv) of the City's land Development Regulations in the City Code, in the event that prior
to consideration of the application by the City Board or Commission, the information provided
in the Affidavit becomes incorrect or incomplete.
~'e--FS1\1K85F01_.DOC
NOTARIZATION PROVISION
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared Richard Kennedv the Affiant, who being first by me duly swom'ofiltd :;Yi8/Ji' pr......
affirm that he/she executed this Affidavit for the purposes stated therein and that it is tf and correct. : .: .: .: .: .: . :.:.:.:
........ .
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SWORN TO AND SUBSCRIBED before me this~ day 01
......... .
=::==-~:===::=:::::_____________n___________~__n__________..___________._________________________________~.:.:.:.:::.:.:.:.
STATE OF FLORIDA )
COUNTY OF MIAMI.DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200_.
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
_.------~~~-------------------_._-------_._--------------.-------------------
STATE OF FLORIDA )
COUNTY OF MIAMI.DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200_.
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
----~-_._-_._-------.-----_._-----_._-------._--_._---._-----~-----------------------------_._-----------
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200 .
Notary Public State of Florida At Large
MIA-FS1\1K85F01 DOC
,- -
BUSINESS RELATIONSHIP AFFIDAVIT*
This Affidavit is made pursuant to Section 31-71 (b)(2)(ii) of the City of Aventura Land Development Code. The undersigned Affiant
hereby discloses that (mark with "x" applicable portions only)
IX ] 1. Affiant does not have a Business Relationship with any member of the City Commission or any City
Advisory Board to which the application will be presented.
[ ] 2. Affiant hereby discloses that it does have a Business Relationship with a member of the City
Commission or a City Advisory Board to which the application will be presented, as follows:
the
member serves).
(List name of Commissioner or Advisory Board Member) who serves on
(List City Commission or City Advisory Board upon which
The nature of the Business Relationship is as follows:
I ] i. Member of City Commission or Board holds an ownership interest in excess of 1 % of total
assets or capital stock of Applicant or Representative;
[] ii. Member of City Commission or Board is a partner, co-shareholder (as to shares of a
corporation which are not listed on any national or regional stock exchange) or joint venturer
with the Applicant or Representative in any business venture;
I ] iii. The Applicant or Representative is a Client of a member of the City Commission or Board or a
Client of another professional working from the same office or for the same employer as the
member of the City Commission or Board;
I] iv. A City Commissioner or Board member is a Client of the Applicant or Representative;
[ ] v. The Applicant or Representative is a Customer of the member of the City Commission or Board
(or of his or her employer) and transacts more than $10,000.00 of the business of the member
of the City Commission or Board (or his or her employer) in a given calendar year;
[ ] vi. The member of the City Commission or Board is a Customer of the Applicant or Representative
and transacts more than $25,000.00 of the business of the Applicant or Representative in a
given calendar year.
APPLlCA:;'NESS)~ ;;'rj" - '" "
By: l J L-.. _ ~ (Signature)
Name: CliiMrd Schulman (Print)
Title: Allomev (Print)
WITNESS MY HAND THIS ~ DAY OF ~+
PROPERTY OWNER:
,200_.
, 200~
By:
Name:
Title:
(Signature)
(Print)
(Print)
'The terms "Business Relationship," "Client," "Customer," "Applicant," "Representative" and "Interested
Person" are defined in Section 2-395 of the Aventura City Code.
MIA-FS1\lK85F01_DOC
Printed Name ot Notary
My commission expires:
WITNESS MY HAND THIS \2- DAY OF ~ ' 2002:
i
on Business Relationship Affidavit) LJ
By: ture) By: (Signature
Name: Clifford Schulman (Print) Name: (Print)
Title: Attornev (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
By: (Signature) By: (Signature
Name: (Print) Name: (Print)
Title: (Print) Title: (Print)
NOTE: 1) Use duplicate sheets if disclosure information for Representative varies
2) Applicants and Affiants are advised to timely supplement this Affidavit pursuant to Sec. 31-
71(b)(2)(iv) of the City's Land Development Regulations in the City Code, in the event that prior
to consideration of the application by the City Board or Commission, the information provided
in the Affidavit becomes incorrect or incomplete,
f1:'I~-FS 1 \1 K85F01_DOC
NOTARIZATION PROVISION
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared Clifford Schulman the Affian
affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and cerre
l
n,9 first by me duly sworn, did swear or
AFFIANT
SWORN TO AND SUBSCRIBED before me this ~ day of
OFflClN. j,UTARYSEAL
MARISOL R GONZALEZ
NOfARY PUBUC Sf ATE OF FLORIDA otary Public State of Florid
COMMISSION NC. DDI48882 . ~ .
MMI5Sl0N tXP. SEPT 17,2{X}t. nnted N~m~ of No~ary
MY CO '. ':""y commiSSion expires:
----------------------.-.-----------------------------._n________________________.________u_______________________________________________________________u____________________________
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200_.
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
____________________d____________________________________________________________________________________________________________________________________________________________________
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200_.
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200_.
Notary Public State of Florida At Large
MIA-FS1\1K85FOl .DOC
,- -
BUSINESS RELATIONSHIP AFFIDAVIT*
This Affidavit is made pursuant to Section 31-71 (b)(2)(ii) of the City of Aventura Land Development Code. The undersigned Affiant
hereby discloses that (mark with "x" applicable portions only)
IX ] 1. Affiant does not have a Business Relationship with any member of the City Commission or any City
Advisory Board to which the application will be presented.
I ] 2. Affiant hereby discloses that it does have a Business Relationship with a member of the City
Commission or a City Advisory Board to which the application will be presented, as follows:
the
member serves).
(List name of Commissioner or Advisory Board Member) who serves on
(List City Commission or City Advisory Board upon which
The nature of the Business Relationship is as follows:
[ ] i. Member of City Commission or Board holds an ownership interest in excess of 1 % of total
assets or capital stock of Applicant or Representative;
I] ii. Member of City Commission or Board is a partner, co-shareholder (as to shares of a
corporation which are not listed on any national or regional stock exchange) or joint venturer
with the Applicant or Representative in any business venture;
I ] iii. The Applicant or Representative is a Client of a member of the City Commission or Board or a
Client of another professional working from the same office or for the same employer as the
member of the City Commission or Board;
I ] iv. A City Commissioner or Board member is a Client of the Applicant or Representative;
[] v. The Applicant or Representative is a Customer of the member of the City Commission or Board
(or of his or her employer) and transacts more than $10,000.00 of the business of the member
of the City Commission or Board (or his or her employer) in a given calendar year;
I] vi. The member ot the City Commission or Board is a Customer of the Applicant or Representative
and transacts more than $25,000.00 of the business of the Applicant or Representative in a
given calendar year.
WITNESS MY HAND THIS ~ DAY OF () J.1F ,200.$
::PL~~r
Name. Mario Garcia-Serra
Title: Allornev
(Signature)
(Print)
(Print)
WITNESS MY HAND THIS
DAY OF
,200 .
PROPERTY OWNER:
By:
Name:
Title:
(Signature)
(Print)
(Print)
'The terms "Business Relationship," "Client," "Customer," "Applicant," "Representative" and "Interested
Person" are defined in Section 2-395 of the A ventura City Code.
~I~-FS 1 \1 K85F01_. DOC
WITNESS MY HAND THIS \0 DAY OF ~'fifc
REPRESENTATIVE: (Listed on Business Relationship Affidavit)
By: ~~~(Signature)
Name: Mario Garcia-Serra (Print)
Title: Attornev (Print)
By: (Signature)
Name: (Print)
Title: (Print)
By: (Signature)
Name: (Print)
Tille: (Print)
By: (Signature)
Name: (Print)
Title: (Print)
By: (Signature)
Name: (Print)
Title: (Print)
By: (Signature)
Name: (Print)
Title: (Print)
Printed Name of Notary
My commission expires:
, 20o:i
By: (Signature
Name: (Print)
Title: (Print)
By (Signature
Name: (Print)
Title: (Print)
By: (Signature
Name: (Print)
Title: (Print)
By: (Signature
Name: (Print)
Title: (Print)
By: (Signature
Name: (Print)
Title: (Print)
By: (Signature
Name: (Print)
Title: (Print)
NOTE: 1) Use duplicate sheets if disclosure information for Representative varies
2) Applicants and Affiants are advised to timely supplement this Affidavit pursuant to Sec. 31-
71(b)(2)(iv) of the City's land Development Regulations in the City Code, in the event that prior
to consideration of the application by the City Board or Commission, the information provided
in the Affidavit becomes incorrect or incomplete.
t.:'l~-FS1\lK85F01_.DOC
NOTARIZATION PROVISION
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared Mario Garcia-Serra the Affiant, who being first by me duly sworn, did swear or
affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and corre~
~ .f~
AFFIANT J
SWORN TO AND SUBSCRIBED betore me this /0 day ot
1-.200_-5
SEAL \
LFZ ,
FLORIDA !
MMl5510N NO D0148882 i
Llvllvll-:':'l.9-?_~~~_:_'_:_~~~_~?~~_~~________________
Notary Public
Printed Name
My commissio :exRir
____________________________________________________________________________________________________________________+.M.y
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200_.
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200_.
Notary Public State of Florida At Large
Printed Name of Notary
My commission expires:
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)
Before me, the undersigned authority, personally appeared the Affiant, who being first by me duly sworn, did
swear or affirm that he/she executed this Affidavit for the purposes stated therein and that it is true and correct.
AFFIANT
SWORN TO AND SUBSCRIBED before me this _ day of
,200_.
Notary Public State of Florida At Large
t.!~-FS1\lK85F01-.DOC
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CITY OF AVENTURA
OFFICE OF THE CITY MANAGER
MEMORANDUM
TO: City Commission
FROM: Eric M. Soroka, ICMA-CM, City a
I
DATE: August 29,2005
SUBJECT: Ordinance Amending Article VII "Code of Ethics" of Chapter 2 of the
City Code
1st Reading September 6,2005 City Commission Meeting Agenda Item!1...-
Attached please find an Ordinance amending Article VII "Code of Ethics" of Chapter 2
of the City to address additional supplementary ethics code provisions which relate to
investments and real estate transactions and adopting campaign finance reforms
provisions relating to prohibiting political campaign contributions by City vendors.
This document was reviewed at the July Workshop Meeting. If you have any questions,
please feel free to contact me.
EMS/act
eeo 11 05-05
ORDINANCE NO. 2005-_
AN ORDINANCE OF THE CITY OF AVENTURA,
FLORIDA; AMENDING THE CITY CODE BY
AMENDING ARTICLE VII "CODE OF ETHICS" OF
CHAPTER 2 "ADMINISTRATION", BY AMENDING
SECTION 2-396 "FURTHER ETHICS STANDARDS;
PROHIBITIONS AND RESTRICTIONS" AT
PARAGRAPH (C) "FURTHER RESTRICTIONS ON
TRANSACTIONS" BY RENUMBERING AND
REVISING EXISTING SUBPARAGRAPH (Hi) TO BE
SUBPARAGRAPH (Iv) AND BY CREATING A NEW
SUBPARAGRAPH (Hi) TO PROHIBIT
INVOLVEMENT OF CITY PUBLIC OFFICERS AND
EMPLOYEES IN CERTAIN INVESTMENTS AND IN
CERTAIN REAL ESTATE TRANSACTIONS; AND BY
CREATING ARTICLE IX "CAMPAIGN FINANCE
RESTRICTIONS" OF CHAPTER 2
"ADMINISTRATION" OF THE CITY CODE, BY
CREATING SECTION 2-420 "PROHIBITED
CAMPAIGN CONTRIBUTIONS FROM VENDORS",
TO CREATE RESTRICTIONS UPON THE MAKING
OR RECEIPT OF POLITICAL CAMPAIGN
CONTRIBUTIONS FROM OR WHICH ARE
DELIVERED, SOLICITED OR PROVIDED BY
VENDORS OF THE CITY; PROVIDING FOR
DEFINITIONS; PROVIDING FOR SEVERABILITY;
PROVIDING FOR PENALTY; PROVIDING FOR
INCLUSION IN CODE; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the City Commission of the City of A ventura desires to adopt additional
supplementary ethics code provisions which expressly relate to investments and to real estate
transactions, and to further promote the ethical standards of the City by adopting campaign
finance reform provisions prohibiting political campaign contributions which are made, solicited,
delivered or provided by City vendors; and
WHEREAS, the City Commission finds that the additional regulations and restrictions,
as provided herein, are in the best interest ofthe City.
Ordinance No. 2005-
Page 2
NOW, THEREFORE, IT IS HEREBY ORDAINED BY THE CITY COMMISSION
OF THE CITY OF A VENTURA, FLORIDA, AS FOLLOWS:]
Section 1. Recitals AdoDted. That each of the above stated recitals is hereby
adopted and confirmed.
Section 2. City Code Amended. That Article VII "Code of Ethics" of Chapter
2 "Administration" of the City Code of the City of Aventura is hereby amended by
amending Section 2-396 "Further Ethics Standards; Prohibitions and Restrictions", to
read as follows:
Section 2-396 - Further Ethics Standards; Prohibitions and Restrictions
(c) Further Restriction on Transactions.
(i) In the event that during the term of office of a member of the City
Commission, the City Commission grants an application (the "City
Approval") for a rezoning, variance, conditional use, or zoning code or
comprehensive plan amendment, upon the application of a person or entity
(the "Zoning Applicant"), no person then serving as a member of the City
Commission at the time of the City Approval shall then and for a period of
two years after the issuance of the City Approval, regardless of whether
still serving on the City Commission, perform any services for or directly
or indirectly accept any financial remuneration, any financial interest in or
any special private gain from the Zoning Applicant or from any successor
or assignee of the Zoning Applicant, as a result of or in relation to any
development which is enabled to occur as a direct consequence of such
City Approval. Notwithstanding any provision of this paragraph (c)(i), the
restrictions and prohibitions of this paragraph (c)(i) shall not apply to a
member of the City Commission who has recused himself or herself from
participating in or voting upon the item of City Approval and has absented
himself or herself from the Commission meeting pertaining to such item.
(ii) This paragraph (c) shall not preclude the provision of services or the sale
or lease of goods by a member of the City Commission to persons who
subsequently, independently enter into a transaction with the developer,
I; Proposed additions to existing City Code text are indicated by underline; proposed detetions from
existing City Code text are indicated by striketbrough; presently existing text is indicated by the absence of
any underlinim! or IStrikethreugas.
2
Ordinance No. 2005-
Page 3
owner or operator of the property developed as a result of the City
Approval solely by such person's purchasing or obtaining a lease for a unit
in a building which was enabled to be built or redeveloped as a result of a
City Approval.
(iii) Pursuant to Section 2-11.1(0) of the Miami-Dade Countv Code and as
further specified herein:
Uti No member of the Citv Commission or anv City officer or
emplovee shall acquire a financial interest in a proi ect. business
entity or property at a time when he or she believes or has reason
to believe that the said financial interest will be directly affected by
his or her official actions or bv the official actions by the Citv or
City agencv of which he is an official. officer or emplovee.
ill Any member of the City Commission or any City officer or
employee who participated in the Citv development approval
process concerning a residential development. shall be barred for a
period of two (2) years following such participation from
purchasing directly or indirectlv any dwelling unit at a price which
he or she knows or should know is less than that which is then
being offered to the general public or from purchasing any such
dwelling at a discounted price which he or she knows or should
know would constitute a gift requiring disclosure bv him or her
pursuant to Section 112.3148. Florida Statutes. In addition. at the
time of the closing of the purchase transaction. he or she shall file
with the City Clerk a disclosure affidavit confirming that any
purchase made complies with this paragraph (iii)(b). The
disclosure shall be made on an official City form which has been
prepared by the City Attorney for the purpose of disclosing any
such purchases.
fHB (iv)The prohibitions of this paragraph (c), exclusive of subparagraph (iii)(a),
may be waived for a specific transaction by Resolution of the City
Commission which is adopted following a public hearing by a five-
seventh (5/7) (five member affirmative vote) of the City Commission, if
not contrary to other applicable ethics provisions, upon a finding that:
(I) The proposed transaction is consistent with the purposes of Article
VII of Chapter 2 of the City Code; and
(2) The transaction will not create or tend to create even the
appearance of any impropriety.
3
Ordinance No. 2005-
Page 4
(d) Applicability to Firms, Business Entities, Business Associates.
The restrictions and prohibitions which are imposed by paragraphs (a), (b)
and (c) of this section upon any person, by virtue of that person's service
(or former service) as a member of the City Commission, shall also be
applicable to any firm or business entity in which such member of the City
Commission has an employment, independent contractor or material
interest and to any business associate of such member of the City
Commission. The terms "material interest" and "business associate" have
the meaning indicated by Section 112.312, Florida Statutes.
(e) Definitions.
Except as otherwise indicated herein or required by the context used
herein, the terms utilized herein which are defined in Section 112.312,
Florida Statutes, or in Section 2-11.1 of the Miami-Dade County Code,
shall have the meanings provided in such state statute and county code
proVISIOns.
(f) Stricter provisions prevail.
Nothing in this section shall be construed to impair or diminish any stricter
ethical standards which are provided by Section 112,313, et. seq. of the
Florida Statutes, Section 2-11.1 of the Miami-Dade County Code or by the
provisions of the Charter and Ordinances of the City or by any applicable
federal law.
Section 3.
That the City Code of the City of Aventura, Florida, is hereby
amended by creating Article IX "Campaign Finance Reform", consisting of Section 2-
420 "Prohibited Campaign Contributions by Vendors", of Chapter 2 "Administration" to
read as follows:
Sec. 2-420. Prohibited Camoail!n Contributions bv Vendors.
A. General. Prohibition, Disqualification. Definitions.
ill (a}
No vendor shall give. solicit for. deliver or provide a
campaign contribution directlv or indirectlv to a
candidate. or to the campaign committee of a
candidate. for the offices of mavor or commissioner.
Commencing on the effective date of this ordinance.
all proposed citv contracts. as well as reQuests for
4
Ordinance No. 2005-
Page 5
proposals (RFPt reQuests for Qualifications (RFOt
reQuests for letters of interest (RFLl), or solicitations
of bids issued bv the citv. shall incorporate notice of
this section so as to notifv potential vendors of the
proscription embodied herein.
ill
No candidate or campaign committee of a candidate
for the offices of mavor or commissioner, shall
deposit into such candidate's campaign account anv
campaign contribution which is received directlv or
indirectlv from a vendor or which such candidate or
campaign committee knows or should know was
solicited bv or for a Vendor or delivered or provided
bv a Vendor. Candidates (or those acting on their
behalf) shall ensure compliance with this code section
bv confirming through examination of the official
vendor list which is posted on the Citv of Aventura
website to verifv the vendor status of anv potential
contributor. A candidate or the campaign committee
of a candidate shall not be in violation of this
paragraph (b) if the vendor was not listed as a vendor
in the Citv website at the time that the contribution
was received or deposited so long as the candidate or
the campaign committee of a candidate did not know
that the person or entitv was a vendor of the Citv.
ill
Each prohibited act of giving, soliciting for.
delivering or providing a campaign contribution or
depositing a campaign contribution in violation of this
section shall constitute a separate violation. All
contributions deposited into a candidate's campaign
account in violation of this section shall be forfeited
to the citv's general revenue fund.
ill W A person or entitv, other than a then existing vendor,
who directlv or indirectlv makes a campaign
contribution to a candidate who is elected to the office
of mavor or commissioner shall be diSQualified for a
period of 12 months following the swearing in of the
subiect elected official from serving as a vendor with
the citv. A then existing vendor who directlv or
indirectlv makes a contribution to a candidate who is
elected to the Office of Mavor or Commissioner, shall
be diSQualified from serving as a vendor with the Citv
for a period of twelve (12) months from a final
finding of a violation of this section. or from the time
5
Ordinance No. 2005-
Page 6
of action on a waiver request bv the Citv Commission
pursuant to paragraph (B) below. in the event that a
waiver is sought bv the vendor. In the event that such
waiver request for a particular transaction is granted.
the affected vendor shall nonetheless be disqualified
from serving as a vendor with the City as to any other
goods. equipment or services to be provided by the
vendor to the Citv. beyond the vendor goods.
equipment or services which are the subiect matter of
any waiver which is granted. In the event such
waiver request is denied for a particular transaction.
the twelve (12) month disqualification period shall
continue to apply to both the particular transaction for
which the waiver was sought. as well as all other
vendor activities for the provision of goods.
equipment or services to the City during that twelve
(12) month period.
{Q} For purposes of this section. the term "disqualified"
shall be defined to include:
ill Termination of a contributor/vendor's
existing contracts with the citv. subiect to
the applicable waiver provisions of
paragraph 8 herein; and
(ill Disqualification of a contributor's response
to solicitation requests for prospective
vendor contracts with the city. subiect to the
applicable waiver provisions of paragraph 8
herein.
ill As used in this section:
(;ll Vendor. ill A "vendor" is a person and/or entitv who has
been selected by the Citv as the successful bidder
on a present or pending bid to provide to the City
goods. equipment or services. or has been approved
by the City on a present or pending award to
provide to the City goods. equipment or services.
prior to. upon or following execution of a contract.
or purchase order.
(ill "Vendor" shall include natural persons and/or
entities who hold a controlling financial interest in a
vendor entitv. The term "controlling financial
6
Ordinance No. 2005-
Page 7
interest" shall mean the ownership. directlv or
indirectlv. of ten percent or more of the outstanding
capital stock in any corporation or a direct or
indirect interest of ten percent or more in a firm.
The term "firm" shall mean a corporation.
partnership. business trust or any legal entity other
than a natural person.
(iii) "Vendor" shall not include City officers or
employees.
(iv) For purposes of this section. "vendor" status
shall terminate upon completion of performance of
the agreement for the provision of goods. equipment
or services.
ill Services. For purposes of this section. the term "services"
shall mean the rendering by a vendor through
competitive bidding or otherwise. of labor.
professional and/or consulting services to the Citv.
including. but not limited to. the provision of
lobbying services to the City.
(0 Camvalrm Contributions.
The term "campaign contribution" shall have the
meamng which is ascribed to the term
"Contributions" pursuant to Section 106,011.
Florida Statutes. as amended.
B. Waiver ofDrohibition.
ill Criteria for Waiver.
The requirements of this section may be waived bv
the affirmative vote of five members of the City
Commission for a particular transaction after a
public hearing. upon finding that:
w
The goods. equipment or services to be involved in
the proposed transaction are unique and the City
cannot avail itself of such goods. equipment or
services without entering into a transaction which
would violate this section but for waiver of its
requirements: or
7
Ordinance No, 2005-
Page 8
ili}
The business entitv involved in the proposed
transaction is the sole source of supplv as
determined bv the Citv Manager in accordance with
procedures established by the City Manager; or
w
An emergency contract (as authorized by Section 2-
253(5) of this Code) must be made in order to
protect the health. safetv or welfare of the citizens
of the City; or
@
A contract for the provision of goods. equipment or
services exists which. if terminated by the City.
would be substantiallv adverse to the best economic
interests of the City.
(2) Limited Waiver.
Notwithstanding the denial of the City Commission
of a waiver request regarding the provision of
goods. equipment or services under an existing
contract pursuant to paragraph B( a) above. the City
Commission. may by the affirmative vote of five (5)
members of the City Commission after a public
hearing. grant a limited waiver concerning an
existing contract for the provision of goods.
equipment or services between a vendor and the
Citv upon finding that in order to protect the health.
safetv and welfare of the citizens of the Citv. it is
necessary that the affected contract be continued for
a limited duration (not to exceed a period of six (6)
months) in order for the City to obtain a
replacement vendor.
m Full Disclosure.
Any grant of a waiver or limited waiver by the Citv
Commission must first be supported with a full
disclosure of the subiect campaign contribution.
C. Imvlementation.
The Citv Manager is authorized to adopt additional
procurement procedures for goods. equipment or
services to implement this section. These
procedures shall provide for the assembly.
8
Ordinance No. 2005-
Page 9
maintenance and posting of an official Citv vendor
list as referenced herein.
D. Penaltv.
The Ethics Commission created pursuant to Miami-
Dade Countv Ordinance 97-105. shall have primary
iurisdiction for enforcement of this Section 2-420 of
the City Code. A finding by the Ethics Commission
that a person violated this section. shall subiect such
person to an admonition or public reprimand and/or
a fine of $250.00 for the first such violation. and
$500.00 for each subsequent violation.
E. Applicabilitv.
This section shall be applied only prospectivelv to
campaign contributions which are made after the
date of adoption of this section.
Section 4.
Severability. That the provisions of this Ordinance are declared to
be severable and if any section, sentence, clause or phrase of this Ordinance shall for any
reason be held to be invalid or unconstitutional, such decision shall not affect the validity
of the remaining sections, sentences, clauses, and phrases of this Ordinance but they shall
remain in effect, it being the legislative intent that this Ordinance shall stand
notwithstanding the invalidity of any part.
Section 5.
Penalty.
That Section 2 of the Ordinance shall be subject to
enforcement pursuant to City Code Section 2-394; and Section 3 of this Ordinance shall
be subject to enforcement as provided in new Section 2-420(D) as provided therein
above.
Section 6. Inclusion in the Code. That it is the intention of the City
Commission, and it is hereby ordained that the provisions of this Ordinance shall become
and be made a part of the Code of the City of Aventura; that the sections of this
9
Ordinance No. 2005-
Page 10
Ordinance may be renumbered or relettered to accomplish such intentions; and that the
word "Ordinance" shall be changed to "Section" or other appropriate word.
Section 7. Effective Date. That upon adoption on second reading this Ordinance
shall be effective immediately and shall be applied prospectively only.
The foregoing Ordinance was offered by
adoption on first reading. This motion was seconded by
upon being put to a vote, the vote was as follows:
Commissioner Bob Diamond
Commissioner Harry Holzberg
Commissioner Billy Joel
Commissioner Michael Stern
Commissioner Luz Urbilez Weinberg
Vice Mayor Zev Auerbach
Mayor Susan Gottlieb
, who moved its
, and
The foregoing Ordinance was offered by Commissioner
who moved its adoption on second reading. This motion was seconded by Commissioner
and upon being put to a vote, the vote was as follows:
Commissioner Bob Diamond
Commissioner Harry Holzberg
Commissioner Billy Joel
Commissioner Michael Stern
Commissioner Luz Urbilez Weinberg
Vice Mayor Zev Auerbach
Mayor Susan Gottlieb
PASSED AND ADOPTED on first reading this 6th day of September, 2005.
10
Ordinance No. 2005-_
Page 11
PASSED AND ADOPTED on second reading this _day of October, 2005,
Susan Gottlieb, Mayor
ATTEST:
Teresa M. Soroka, MMC
City Clerk
Approved as to Form and Legal Sufficiency:
{vtf~
City Attorney
~
II
MIAMI DAILY BUSINESS REVIEW
Published Daily except Saturday, Sunday and
Legal Holidays
Miami, Miami-Dade County, Florida
STATE OF FLORIDA
COUNTY OF MIAMI-DADE:
Before the undersigned authority personally appeared
O.V. FERBEYRE, who on oath says that he or she is the
SUPERVISOR, Legal Notices of the Miami Daily Business
Review flk/a Miami Review, a daily (except Saturday, Sunday
and Legal Holidays) newspaper, published at Miami in Miami-Dade
County, Florida; that the attached copy of advertisement,
being a Legal Advertisement of Notice in the matter of
CITY OF AVENTURA - PUBLIC HEARING 9/6/2005
MIAMI BEACH HEALTH CARE L TO (03-SV-05)
in the XXXX Court,
was published in said newspaper in the issues of
08/23/2005
Affiant further says that the said Miami Daily Business
Review is a newspaper published at Miami in said Miami-Dade
County I Florida and that the said newspaper has
heretofore been continuously published in said Miami-Dade County,
Florida, each day (except Saturday, Sunday and Legal Holidays)
and has been entered as second class mail matter at the post
office in Miami in said Miami-Dade County, Florida, for a
period of one year next preceding the first publication of the
attached copy of advertisement; and affiant further says that he or
she has neither paid nor promised any person, firm or corporation
any discount, rebate, commission or refund for the purpose
of securing thO advertise publication in the said
newspaper
~
Sworn to and subscribed before me this
2~~
(SEAL) Maria I. Mesa
O.V. FERBEYRE personally k~~C<lmmisaion [)I)2g3866
'..;.." ExpifaMa<ch04,2008
.
r';~~
r '-"/~~?i:::;:,\-;:
I-~ l.t-~lf~,::T=4 ':-\ /"
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'-~ .-----.----: ,/. .-.t
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., :~-".
CITY OF AVBNTURA
1I0ne. OFPU8UC HUIIIIIG
DoII8_~oIPub11c_ng: Tuesday, September6, 2005
6:00 p.m_
,
Miami Beach HNIih Care lid. d/b/a
A_ Hospital & _ Canter
(03-SV-05)
The applicant, AvenbJra HospItal &
MedIcal Canter, Is raquestIng the
following sign variances:
1_ Variance from Section 31-191 (9)(9)a. of the City Code to pennll a
primaJy monument sign aI the comer of the Hospital Campus on
IlIscayne _ measuring 18 _high and 148.5 square feet
In area, where a monument sign _rtng a maximum of 15 feet
high and 65 square feet In area Is peIlTIitIed by Code; and,
2. Variance from Section 31-191 (9)(9)a of the CIty Code to pennll
maintenance of a secondary monument sign at the Comprehen-
sive Cancer Canter within the Hospital campus measuring 68
square feet, where a monument sign measuring a maximum of 65
square feet Is permilled by Code; and,
3. Variance from Section 31-191 (g)(9)1>_ of the City Code to pennlt a
second wall sign on the soutI1_.of the Aventura Hospital and
Medical Center measuring 144 square leet, where only one sign
per jlIevaIion Is permilled by Code; and,
4. Variance 'rom Section 31-191(g)(9)b. of the CIty Code to penn" a
second wall sign on the east _ 01 the Avantura Phy8IcIans
Building measuring 65 square. feet where only one sign pet"
jlIevaIion is pennllted by Code.
AppIIcInt --
AppI...... Req.-t:
LocIIIlon oIllubjec1 PropoIIy: 20900 Blscayne Boulevard, Avantura
- 21800 NE 28 Avenue, Avantura
20950 NE 27 Court, Aventura
I..8gJlI _plIon: lengthy legal description available at
City of Aventura Government
Canter, Community DevaIopment
Department
Plans are on file and may be examined during regular business hours at
the City of Aventura Government Center. Community Development
Department, 19200 West CountJy Club Drive, Aventura, FlOrida, 33180.
Plans may be modified at or before the PubUc Hearing. The application
may change during the hearing process.
The Pil~tc Hearing will be held at City of Aventura Govemment Center,
19200 West CountJy Club Drive, Aventura, Florida 33180. Your
convnents may be made in person-at the hearing orfiled in writing prior to
tha hearing date. Rofer to appUcant/property on correspondence and
mall same to CIty of Aventura Government Canter, Community DovaIop-
ment_Department. 19200 West Country Club Drive. Aventura. Aorida,
33180. Forfurther infonnation, pIaasocaJl (305) 466-8940.
In accordance with the Americans with DIsabIlities Act of 1990, all
persons who "'" dIsabIad and who need special accommodations to
participate In this procooding becauso of thai dlsabHIty should contact
the OffIce of the CIty Clerk, 466-8901, not IaIor than two buslness days
prior to sudl proceedings.
If a person _s to appeal any dacisiorimade by tho City Commission
with respect to any matter conaidored aI a meeting or hearing, that
person wfU need a record of the proceedings and, for such purpose, may
need to ensure that a verbatim record.of the proceedings is made, which
record includea the -.nony and eviden<:e upon which the appeal Is to
be baaed.
8123
Toroea M. Sorol<a, MMe, CIty Clerk
05-3-701578192M
.-.-_-----------,-
,
MIAMI DAILY BUSINESS REVIEW
Published Daily except Saturday, Sunday and
Legal Holidays
Miami, Miami-Dade County, Florida
STATE OF FLORIDA
COUNTY OF MIAMI-DADE:
Before the undersigned authority personally appeared
a.v. FERBEYRE, who on oath says that he or she is the
SUPERVISOR, Legal Notices of the Miami Daily Business
Review flk/a Miami Review, a daily (except Saturday, Sunday
and Legal Holidays) newspaper, published at Miami in Miami-Dade
County, Florida; that the attached copy of advertisement,
being a Legal Advertisement of Notice in the matter of
CITY OF AVENTURA. PUBLIC HEARING 9/6/2005
SHEFAORfTARRAGON, LLLP (0-APP-05)
in the XXXX Court,
was published in said newspaper in the issues of
08/23/2005
Affiant further says that the said Miami Daily Business
Review is a newspaper published at Miami in said Miami-Dade
County, Florida and that the said newspaper has
heretofore been continuously published in said Miami-Dade County,
Florida, each day (except Saturday, Sunday and Legal Holidays)
and has been entered as second class mail matter at the post
office in Miami in said Miami-Dade County, Florida, for a
period of one year next preceding the first publication of the
attached copy of advertisement; and affiant further says that he or
she has neither paid nor promised any person, firm or corporation
any discount, r ate, commission or refund for the purpose
of securing IS adve .se publication in the said
news pap .
':LV
Sworn to and subscribed before me this
~)~
(SEAL) @ Maria I. Mesa
. . My Commi.."" DD2Q3865
O.V. FERBEYRE personally kno
.. Exp/foo Malt:h 04/2008
.
Date _ TIme of Public _ng: Tuesday, September 6, 2005
6:00 p.m.
Applicant_Umber:
Applicant Req_:
location or SUbject Property:
Lega/ Deocrlpllon:
ShefaorfTarragon, LLLP
D-APP-OS
The applicant is requesting an appeal
pursuant to Section 4(b) of Qnjj..
nanco No. 2005-07fmm the adverse
decision of the City Manager relating
to a Vested Rights Detennlnation for
residantiaI development of property
17900NE31 Court,Aventura
Tract D of Admiral's. Port Section
One, acconling to the plat the"""
nlCOrded in Plat Book 113, Page 51,
Public Records of Miami-~
County, Florida
The vested rights application ia on fila and may be examined during
regular business hours in the City of Avenlura Govemment Center,
Community Development Depertment, 19200 West Country Club Drive,
Aventura, Florida, 33180. The eppeeJ may be denied, granted or
remanded to the City Manager.
The Public Heering will be held at City of Aventura Govemment Center,
19200 West Country Club Drive, Aventura, Florida 33180. Your
comments may be made in person at the hearing orfUed in writing prior to
the hearing data. Reier to appIicant/property on correspondance and
mail same to CIIY of Avenlura Govemmant Canter, Community Deve1op-
ment Deparbnent, Aventura, Florida, 33180. For furlt1er inlonnation,
please call (305) 466-8940.
In accordance with the Amerloans with DisabIIitias Act ot 1990, all
persons who are disabled and who need special accommodations to
participate 1n.lI1ia pltlC8ading because 01 \hat ~ should contact
the 0Iflce of the City Clerk, 466-8901, notlatar than two business days
priorto such proceedings.
If a person decides to eppeeJ any decision made by the City C0mmIs-
sion with respect \0 any matter~ at a meeting or hearing, \hat
person wilt need al1lCOld 01 the proceedings and, for such purpose, may
need \0 ensure \hat a verbatim l1lCOId oI.the proceedings is made, which
record Includes the testimony and evidence upon which the eppeeJ is \0
be based.
8/23
Teresa M. Soroka, MMC. City Clerk
05-3-69I57819OM
------'------~------y---_.._._~--_._._--'~'--'-----~
MIAMI DAILY BUSINESS REVIEW
Published Daily except Saturday, Sunday and
Legal Holidays
Miami, Miami.Dade County, Florida
STATE OF FLORIDA
COUNTY OF MIAMI-DADE:
Before the undersigned authority personally appeared
Q.V. FERBEYRE, who on oath says that he or she is the
SUPERVISOR, Legal Notices of the Miami Daily Business
Review f/k/a Miami Review, a daily (except Saturday, Sunday
and Legal Holidays) newspaper, published at Miami in Miami-Dade
County, Florida; that the attached copy of advertisement,
being a Legal Advertisement of Notice in the matter of
CITY OF AVENTURA - PUBLIC HEARING 9/6/2005
WILLIAMS ISLAND PROPERTY OWNERS ASSOC. (Ol-SV-04)
in the XXXX Court,
was published in said newspaper in the issues of
08/23/2005
Affiant further says that the said Miami Daily Business
Review is a newspaper published at Miami in said Miami-Dade
County, Florida and that the said newspaper has
heretofore been continuously published in said Miami-Dade County,
Florida, each day (except Saturday, Sunday and Legal HOlidays)
and has been entered as second class mail matter at the post
office in Miami in said Miami-Dade County, Florida, for a
period of one year next preceding the first publication of the
attached copy of advertisement; and affiant further says that he or
she has neither paid nor promised any person, firm or corporation
any discount, rebate, commission or refund for the purpose
of seczaring t . adve t for publication in the said
newspap .
Cd-'
Sworn to and subscribed before me this
2~~ 200~
(SEAL) ,..~ MariaIMe8a
O.V. FERBEYRE personall~jJ-!l\liOmmi"iO<1 00293855
or'" Expires March 04, 2008
CITY OF AV.NTURA
NOTIC. OF PUBLIC MORING
Dale and Tlma 01 Public Haarlng: Tuesday, September 6, 2005
6:00 p.m.
Applicant NamelNumber: Williams Island Property Owners'
AssocIation (OI-SV-04)
Applicant Requeat: The applicant, Williams Island Prop-
erty Owners' Association, is
requesting variance from Section
31-191ln(2) of the City C_ to per-
mit eight directional signs within
Williams Island measuring six
square feet where four square teet is
the maximum size for directional
sl9ns permitted by Code.
L:ocalIon 01 SUbject Property: Island Boulevard, Aventura
1.eg8111Mc~plIon: Islend Boulevard, Easemsnt WE-I,
ORB 12103, Page 1723, Easement
N-S-l00 North,ORB 12103, Page
1723, Easement N-5-100 South,
ORB 12425, Page 2449, Easement
B-C-E, ORB 12425, Page 2449 and
Triangular Driveway Easement
Parcel, ORB 22023, Page 2638,
City of Aventura, Miami-Dade
County
Plans are on file and may be examined during regular business hours at
the City of Aventura Govemment Center, Community Development
Department, 19200 Wast Country Club Drive, Aventura, Florida, 33160.
Plans mey be modified at or before the Public Hearing. The eppllcation
may change during the hearing process.
The Public Hearing will be held at City of Aventura Government Center,
19200 Wast Country Club Drive, Aventure, Florida 33160. Your
comments may be made in person at the hearing or flied in writing prtorto
the hearing date. Refer 10 appIIcant/property on correspondance and
mail same 10 City of Aventura Govemment Center, Community Deve1op-
ment Department, 19200 Wast Counlly Club Drive, Aventura, Florida,
33160. For further Information, p1_ call (305) 466-6940.
In accordance with the Americans with Disabilities Act of 1990, all
persons who are disabled and who need special accommodatiO<1S to
participate in this proceeding because of that disability shouldcontilct
the 0Ilice of the City Clerk, 466-6901, not later than two business days
prior to such proceedings.
If a person decides to eppeal any decision made by the City Commission
with respect to any matter considered at a meeting or hearing, that
person will need a record of the proceedings and, for such purpose, may
need to ensure that a verbatim record of ttie proceedings Is made, Which
record includes -the testimony and evidence upon which the appeal is to
be basad.
8/23
Terasa M. Soroka, MMC, City Cieri<
Q5-3-68I578189M
.,
MIAMI DAILY BUSINESS REVIEW
Published Daily except Saturday, Sunday and
Legal Holidays
Miami, Miami-Dade County, Florida
STATE OF FLORIDA
COUNTY OF MIAMI-DADE:
Before the undersigned authority personally appeared
O.V. FERBEYRE, who on oath says that he or she is the
SUPERVISOR, Legal Notices of the Miami Daily Business
Review f/k/a Miami Review, a daily (except Saturday, Sunday
and Legal Holidays) newspaper, published at Miami in Miami-Dade
County, Florida; that the attached copy of advertisement,
being a Legal Advertisement of Notice in the matter of
CITY OF AVENTURA - PUBLIC HEARING 9/6/2005
R J LLC O/B/A OXXO CARE CLEANERS (02-CU-05)
in the XXXX Court,
was published in said newspaper in the issues of
08/23/2005
Affiant further says that the said Miami Daily Business
Review is a newspaper published at Miami in said Miami-Dade
County, Florida and that the said newspaper has
heretofore been continuously published in said Miami-Dade County,
Florida, each day (except Saturday, Sunday and Legal Holidays)
and has been entered as second class mail matter at the post
office in Miami in said Miami-Dade County, Florida, for a
period of one year next preceding the first publication of the
attached copy of advertisement; and affiant further says that he or
she has neither paid nor promised any person, firm or corporation
any discount, rebate, commission or refund for the purpose
of securing IS adv' e for publication in the said
newspap
Sworn to and subscribed before me this
2~5
(SEAL) 3; Maria I Mesa
. . My Commission DD2838S5
O.v. FERBEYRE personally 'lotl'1le. March ()oI 2008
01' xpif'8S "
I
-,--
-------- ---.---- ------- - ---r-
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7 \..,\_~'-'"'I /
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r-:;f1,:,. ;28\. c'-
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~ : \,r.- l!!~)". /
'i\-' ~''----.__~_~/.. ."
~' ,
r l,;,-...~_c------- . "
..
CITY OF AV.NTURA
IIOTIC. OF PU.UC HUlliNG
DeI8_Tlmeoll...- _.: Tuesday, September6, 2006
6:00 p.m.
AppI--
R J LLC d/l>'a Oxxo Can! CIeananl
(02-clJ.06)
The appIicanI, RJ LLC d/l>'a Oxxo
Can! CIeaneI8, Is "",.-.g c0ndi-
tional use approval pul1lUant to
Saction 31-144(b)(2)(f) of the Clty's
Land lleveIcpment ReguIaIions to
permit dtyc:teanlng on pnIIYlisaa in
the 81 (NtlighboIhood Business)
District on land _ at 20706
BlsCayne Boulevard.
20706 BIocayne_. A_
LolB 1. 2, 3, 4 and 5 In Block 6 01
HalIanda1e Park No.8, according to
the platthereoll8COtded In Plat_
23, Page 26 01 the Public Reconls of'
Miami-Dade County, Florida, less
portions of LolB 2 to 5 inclusive In
Block 6 01 said plat
Plans are on file and may be examined during regular business hours at
the City of Aventura Govemment Center, Community DeWllopment
llepertmenl, 19200 West Country Club Drive, A_lure, florida, 331 BO.
Plans may be modified al or before the Public Hearing. The application
may change during the hearing process.
AppI- ~
Loc:don oil SubjocI"'-IY:
~I -pilon:
The Pubtic Hearing wi" be held at City of Aventura Government Center,
19200 West Country Club Drive, A-wre, Florida 331BO. Your
comments may be made in pereon althe hearing orfiled in writing priorto
the hearing date. Reier to appIicantIproperty on correspondence and
mail same to City of A-wre Govemment Center, Community DevelOp-
ment Departmenl, 19200 West Country Club Drive, A-wre, FJoride,
331BO. Forfurtherinfonnation, plees&call (305) 466-6940.
In accordance with the Americans with Disabilities Act of 1990, all
persons who are disabted and who need special accommodations to
participate in this proceeding because of that dlsabHIty should contacl
the 0IlIce of the CIty Clerk, 466-8901, not Ialer then two business days
prior to such proceedings.
If a person _s to appeal any decision mada by the City Commission
with respect to any maUer considered at a meeting or hearing, that
person will need a record of the proceedings and, for such purpose, may
need to ensure,that a vel'batim record of the proceedings is made, which
reconllncludes the testimony end llVidence upon which the appeal Is to
be based.
8/23
Teresa M. Soroka, MMC, City Clerk
05-:Hl71576187M