HomeMy WebLinkAbout2005-368 1704559 RECORDED IN THE RECORDS OF JEFFREY K BARTON , CLERK CIRCUIT COURT INDIAN
RIVER ' CO FL , BK : 1961 PG : 978 , 11 / 17 / 2005 04 : 29 PM p � O 00� ' �
PREPARED BY : RESERVED FOR USE BY
Eric D . Rapkin, Esq , CLERK OF CIRCUIT COURT
Akerman Senterfitt
q 350 East Las Olas Boulevard , Suite 1600
/Ft , Lauderdale, Florida 33301
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rlc D. Rapkin , Esq .
o V X kerman Senterfitt
c mo 9350 East Las Olas Boulevard, Suite 1600
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DECLARATION OF COVENANTS , CONDITIONS , AND RESTRICTIONS
THIS DECLARATION OF COVENANTS , CONDITIONS , AND RESTRICTIONS (the " Declaration ")
is made this / �`�' day of ` y _ , 2005 , by and between LOS ANGELES DODGERS LLC , a
Delaware limited liability company (the " Dodgers " ), and CITY OF VERO BEACH, a municipal corporation of
the State of Florida (the " City" ) .
WITNESSETH :
WHEREAS , Los Angeles Dodgers , Inc . and Vero Acquisition, LLLP executed that certain Collateral
Development Agreement, dated as of August 29 , 2001 , and recorded in Oficial Records Book 1426, Page 0596 ,
of the Public Records of Indian River County, Florida, which Collateral Development Agreement was consented
to by INDIAN RIVER COUNTY, FLORIDA, a political subdivision of the State of Florida (the " County" ) ; and
WHEREAS , pursuant to the Asset Purchase Agreement entered into as of October 9 , 2003 , by and
between Los Angeles Dodgers , Inc . and the Dodgers , the Dodgers succeeded to the interest of Los
Angeles
Dodgers, Inc . under the Collateral Development Agreement ; and
WHEREAS , the Collateral Development Agreement was amended by that certain First Amendment to
Collateral Development Agreement, dated as of June 24 , 2004 , and recorded in Oficial Records Book 1758
,
Page 0516 , of the Public Records of Indian River County, Florida, between the Dodgers and Dodgertown
Venture, LLLP, a Delaware limited liability limited partnership ( " DVLLLP " ) (which had succeeded to the interest
of Vero Acquisition, LLLP under the Collateral Development Agreement) , which First Amendment to Collateral
Development Agreement was consented to by the County ; and
WHEREAS , pursuant to that certain Special Warranty Deed from DT Conunons , LLC ( "DT Commons " ) ,
dated on or about the date hereof, and which has been recorded in the Public Records of Indian River County,
Florida prior to the recording of this Declaration , the City is the fee simple owner of that certain portion of
the
Adjacent Land (as defined in the Collateral Development Agreement) consisting of approximately 6 . 1328 acres,
as more particularly described in Exhibit " A , " attached hereto and made a part hereof (' Parcel IA" ) ; and
{ FT293957; 1 }
BK : 1961 PG : 979
WHEREAS , pursuant to that certain Special Warranty Deed from DVLLLP, dated on or about the date
hereof, and which has been recorded in the Public Records of Indian River County, Florida prior to the recording
of this Declaration, the City is the fee simple owner of that certain portion of the Adjacent Land consisting of
approximately 30 . 8662 acres, as more particularly described in Exhibit " B , " attached hereto and made a part
hereof ( " Parcel 3A " ) ; and
WHEREAS , for purposes of this Declaration , Parcel IA and Parcel 3A are collectively referred to as
the " City Property" ; and
WHEREAS , by virtue of taking title to the City Property, the City has succeeded to the interest of the
Developer under the Collateral Development Agreement with respect to the City Property; and
WHEREAS , pursuant to that certain Second Amendment to Collateral Development Agreement dated on
or about the date hereof, and which has been recorded in the Public Records of Indian River County, Florida prior
to the recording of this Declaration, between the Dodgers, the City, and DT Commons , LLC (the owner
of a
portion of the Adjacent Land) , which Second Amendment to Collateral Development Agreement was consented
to by the County, the Collateral Development Agreement was amended, inter glia, in order for the City to develop
the City Property uses other than as required by the Collateral Development Agreement, specifically, solely as
(i ) a municipally-owned, public golf course, or (ii) green space, or (iii) a park-like setting or (iv) any combination
of the foregoing three uses (the " Permitted Use" ) (the Collateral Development Agreement, the First Amendment
to Collateral Development Agreement, and the Second Amendment to Collateral Development Agreement are
hereinafter collectively referred to as the " Collateral Development Agreement" ) ; and
WHEREAS , the Second Amendment to Collateral Development Agreement provides that the restriction
on the development of the City Property solely for the Permitted Use shall be included in a separate declaration of
covenants , conditions , and restrictions to be recorded in the Public Records of Indian River County, Florida, and
which is contained in this Declaration .
NOW, THEREFORE , in consideration of the mutual covenants contained herein, and other good and
valuable consideration , the receipt and sufficiency of which are hereby acknowledged, the parties agree
as
follows :
1 . Incorporation of Recitals . The above recitals are true and correct and are incorporated herein as if
set forth in full .
2 . Definitions . All capitalized terms not otherwise defined herein shall have the meanings set forth
in the Collateral Development Agreement .
3 . The City' s Permitted Use . The City, at its sole cost and expense, shall develop the City Property
solely for the Permitted Use . The City shall not develop and/or permit the use of the City Property for any other
use or purpose whatsoever without the prior written consent of both the Dodgers and the County, which consent
may be granted or denied by either the Dodgers or the County in the exercise of their respective sole and absolute
discretion .
4 . Duration . This Declaration shall run with and bind the City Property, and shall inure to the
benefit of the parties hereto, and their respective successors and assigns, for a term of forty (40 ) years from
the
date this Declaration is recorded, unless an instrument terminating this Declaration has been executed by
the
parties hereto (or their respective successors or assigns , as the case may be) and has been consented to by
the
County .
t 1'1'293957; 11 -2.
BK : 1961 PG : 980
5 . Representations and Warranties . The City represents and warrants to the Dodgers as follows :
(a) The City's execution, delivery, and performance of this Declaration have been duly authorized by all requisite
municipal action, and do not and will not violate any provision of law or constitute a default under any agreement
or other instrument by which the City is bound ; and (b) this Declaration constitutes the valid and legally binding
obligation of the City, enforceable in accordance with its terms .
6 . No Amendment to Collateral Development Agreement . This Declaration is in furtherance of, and
does not amend or modify, the Collateral Development Agreement .
7 . Incorporated Provisions of Collateral Development Agreement . The following Sections of the
Collateral Development Agreement are incorporated in this Declaration and made a part hereof as if set forth in
fiill , and the words " Developer" and "Agreement" as used in the following Sections of the Collateral Development
Agreement, shall read for purposes of this paragraph , respectively, "the City " and " Declaration " : Section 7 (Event
of Force Majeure) ; Section 8 (Defaults) ; Section 9 (Costs and Attorneys ' Fees) ; Section 10 (Governing
Law) ;
Section 11 (Arbitration) , Section 13 (Estoppel Certificates) , Section 14 (Constructive Notice and Acceptance) ;
Section 15 (Nature of Relationship) ; Section 19 ( Provisions Severable) ; Section 20 (Headings) ; Section 21
(Time) ; Section 22 (Extended Meanings ) ; Section 24 ( Subservience to Major League Baseball) ; Section 25
subsection (B) only ( Entire Agreement) ; and Section 26 (Third Party Beneficiary) ,
8 . Amendments . No modification, amendment, discharge, or change of this Declaration shall be
valid unless the same is in writing and signed by the parties hereto and consented to by the County .
[ signatures begin on next page]
{ FT'293957 { I } -3 -
BK : 1961 PG : 981
IN WITNESS WHEREOF , the parties have executed this Declaration as of the date first
above written .
[ Seal ] LOS ANGELES DODGERS LLC
Date : 1111 ,110 -5- By :
Attest :
Secretary
WITNESSES :
" gjg
Print Name :
Print Name : QA
STATE OF GLQQ(DIa )
COUNTY OF leV916v p % vGk )
The foregoing instrument was acknowlefged before me this f7 71% day of Nom/ A 4 ,
2005 , by Cvgi Ca e.& , as Vice 4d4 of Los Angeles Dodgers LLC , a Delaware limited
liability company, oA behalf of such limited liability company . He is personally known to me or produced a valid
driver's license as identification .
C�- ) • �
Notary Public A
Print Name : C✓, A f�aPh
My commission expires :
Commission #�P g 124
DD
•= :� Expires:
Feb 06 , 2008
Bonded ftuCinso., lne.
AtlanticB01"
{ FT293957; 1 } -4 -
BK : 1961 PG : 982
[ Seal ] CITY OF VERO BEACH , a municipal corporation of
the State of Florida
Date : By :
a eth McDona dy
Title : ayor14 4
� < v
Attest .
1 N
Tammy K . V k
City Clerk ' '
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
By :
Charles Vitunac
City Attorney
WITNESSES :
Print Name :
Print Name :
STATE OF FLORIDA )
COUNTY OF INDIAN RIVER )
r+-
The foregoing instrument was acknowledged before me this Z day of
2005 by Mary Beth McDonald and Tammy K . Vock, as Mayor and City Clerk, respectively, of the CITY OF
VERO BEACH, a municipal corporation of the State of Florida, on behalf of the municipal corporation . They are
personally known to me or produced valid driver's licenses as identification .
ary Public
Print Name :
My commission expires :
'•' " CAROL A GEROW
MY COMMISSION M DD 326697
EXPIRES: June 26, 2008
BaNed Thru NaWy Public Underwriiers
{ FT293957; I ) 'S
BK : 1961 PG : 983
EXHIBIT "A "
LEGAL DESCRIPTION OF PARCEL IA
A PARCEL OF LAND LYING IN SECTION 3 , TOWNSHIP 33 SOUTH, RANGE 39 EAST, INDIAN RIVER
COUNTY, FLORIDA, DESCRIBED AS FOLLOWS :
COMMENCE AT THE NORTHWEST CORNER OF SAID SECTION 3 ; THENCE SOUTH 67 °59 '23 " EAST,
A DISTANCE OF 80 . 89 FEET TO A POINT ON THE SOUTH RIGHT OF WAY LINE OF INDIAN RIVER
FARMS WATER CONTROL DISTRICT CANAL A3 AND THE POINT OF BEGINNING OF THE HEREIN
DESCRIBED PARCEL OF LAND ; THENCE SOUTH 89 °45 ' 39 " EAST, ALONG SAID SOUTH RIGHT OF
WAY LINE A DISTANCE OF 288 . 78 FEET ; THENCE SOUTH 0014 '21 " WEST, A DISTANCE OF 857 . 00
FEET ; THENCE NORTH 89 °45 ' 39 " WEST, A DISTANCE OF 310 . 39 FEET TO A POINT ON A LINE
WHICH IS 50 . 00 FEET EAST OF THE CENTER LINE OF 43RD AVENUE ; THENCE NORTH 0 ° 00 '47 "
EAST, ALONG SAID LINE, A DISTANCE OF 832 . 01 FEET; THENCE NORTH 45 ° 07 ' 34 " EAST A
DISTANCE OF 35 . 29 FEET TO THE POINT OF BEGINNING .
{ FT293957; 1 }
BK : 1,961 PG : 984
EXHIBIT "B "
LEGAL DESCRIPTION OF PARCEL 3A
A PARCEL OF LAND LYING IN SECTION 3 , TOWNSHIP 33 SOUTH, RANGE 39 EAST, INDIAN RIVER
COUNTY, FLORIDA , DESCRIBED AS FOLLOWS :
COMMENCE AT THE NORTHWEST CORNER OF SAID SECTION 3 ; THENCE SOUTH 39 DEGREES 41
MINUTES 59 SECONDS EAST, A DISTANCE OF 39 . 13 FEET TO A POINT ON THE SOUTH RIGHT OF
WAY LINE OF INDIAN RIVER FARMS WATER CONTROL DISTRICT CANAL A3 ; THENCE SOUTH 89
DEGREES 45 MINUTES 39 SECONDS EAST, A DISTANCE OF 25 . 00 FEET; THEN SOUTH 0 DEGREES
00 MINUTES 47 SECONDS WEST, ALONG A LINE WHICH IS 50 . 00 FEET EAST OF THE CENTERLINE
OF 43RD AVENUE, A DISTANCE OF 857 . 01 FEET TO THE POINT OF BEGINNING OF THE HEREIN
DESCRIBED PARCEL OF LAND ; THENCE SOUTH 89 DEGREES 45 MINUTES 39 SECONDS EAST, A
DISTANCE OF 345 . 39 FEET; THENCE SOUTH 0 DEGREES 14 MINUTES 21 SECONDS WEST, A
DISTANCE OF 85 . 00 FEET , THENCE SOUTH 89 DEGREES 45 MINUTES 39 SECONDS EAST , A
DISTANCE OF 905 . 94 FEET ; THENCE SOUTH 63 DEGREES 53 MINUTES 04 SECONDS EAST, A
DISTANCE OF 326 . 71 FEET TO A POINT ON THE WEST LINE OF A 66 FOOT WIDE DRAINAGE
EASEMENT AS DESCRIBED IN OFFICIAL RECORD BOOK 210 , PAGE 531 , OF THE PUBLIC RECORDS
OF INDIAN RIVER COUNTY, FLORIDA; THENCE SOUTH 18 DEGREES 15 MINUTES 26 SECONDS
EAST , ALONG SAID LINE, A DISTANCE OF 386 . 46 FEET ; THENCE SOUTH 69 DEGREES 22 MINUTES
53 SECONDS WEST , A DISTANCE OF 1779 . 67 FEET TO A POINT ON THE LINE WHICH IS 50 . 00 FEET
EAST OF THE CENTERLINE OF 43RD AVENUE ; THENCE NORTH 0 DEGREES 00 MINUTES 47
SECONDS EAST , ALONG SAID LINE , A DISTANCE OF 1227 . 74 FEET TO THE POINT OF BEGINNING .
SAID PARCEL CONTAINING 30 . 8662 ACRES , MORE OR LESS .
( FT293957 ; 1 )
B � 6 `
RESOLUTION NO . 2005- 183
A RESOLUTION OF INDIAN RIVER COUNTY, FLORIDA PROVIDING FOR
THE APPROVAL OF THE FORM OF AND AUTHORIZING THE EXECUTION
AND DELIVERY O16) SECOND AMENDMENT TO COLLATERAL
DEVE1.,OPMENT AGREEMENTA ARKING PROPERTY LEASE AGREEMENT
ANEWSECOND AMENDMENT TO FACILITY LEASE AGREEMENT;
AUTHORIZING OTHER REQUIRED ACTIONS; AND PROVIDING FOR AN
EFFECTIVE DATE ,
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN
RIVER COUNTY, FLORIDA :
SECTION 1 , AUTHORITY FOR RESOLUTION . This Resolution is adopted pursuant
to the provisions of Chapter 125, Florida Statutes, and other applicable provisions of law .
SECTION 2 , APPROVAL OF SECOND AMENDMENT TO COLLATERAL
DEVELOPMENT AGREEMENT. The Second Amendment to Collateral Development
Agreement substantially in the form attached hereto as Exhibit "A" is hereby approved and the
Chairman or Vice-Chairman and the Clerk are hereby authorized to execute and deliver the
Second Amendment to Collateral Development Agreement on behalf of and in the name of the
County, with such additional changes, insertions and omissions therein as may be otherwise
made and approved by said officers of the County executing the same, such execution to be
conclusive evidence of such approval.
SECTION 3 . APPROVAL OF PARKING PROPERTY LEASE AGREEMENT. The
Parking Property Lease Agreement substantially in the form attached hereto as Exhibit `B " is
hereby approved and the Chairman or Vice-Chairman and the Clerk are hereby authorized to
execute and deliver the Parking Property Lease Agreement on behalf of and in the name of the
County, with such additional changes, insertions and omissions therein as may be otherwise
made and approved by said officers of the County executing the same, such execution to be
conclusive evidence of such approval.
SECTION 4 . APPROVAL OF SECOND AMENDMENT TO FACILITY LEASE
AGREEMENT. The Second Amendment to Facility Lease Agreement substantially in the form
attached hereto as Exhibit " C" is hereby approved and the Chairman or Vice-Chairman and the
Clerk are hereby authorized to execute and deliver the Second Amendment to Facility Lease
Agreement on behalf of and in the name of the County, with such additional changes, insertions
and omissions therein as may be otherwise made and approved by said officers of the County
executing the same, such execution to be conclusive evidence of such approval.
1
i
SECTION 5 . EFFECTIVE DATE . This Resolution shall take effect immediately upon its
adoption.
Adopted this 8 day of November, 2005 .
BOARD OF COUNTY COMMISSIONERS
OF INDIAN RIVER COUNTY, FLORIDA
k ±�
By : Com`
As : Chairman Thomas S . Lowther
Q � Attest: JY1r BCC Approved : November 8 , 2005
[Deputy] _ Clerk -
APPROVED AS TO FORM AND
LEGA SUFFICIENCY
f �
ty Attorney
AZ
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