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HomeMy WebLinkAboutR-96-0462RESOLUTION NO(c) �� ,, 4 6 2 A RESOLUTION, , WITH ATTACHMENT, SUPERSEDING RESOLUTION NO. 95-832, ADOPTED DECEMBER 7, 1995, APPROVING A REVISED INTERLOCAL AND LEASE AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, WITH METROPOLITAN DADE COUNTY FOR THE DEVELOPMENT OF A MARITIME PARK PROJECT, AUTHORIZING THE CITY MANAGER TO EXECUTE THE SAME, MODIFIED AS HEREIN PROVIDED, UPON FULFILLMENT OF CERTAIN CONDITIONS. WHEREAS, on April 14, 1994, the City of Miami ("City"), pursuant to Resolution No. 94-261, authorized the City Manager to enter into a Pre -Development Agreement with Metropolitan Dade County ("County") which provided for the development of the City - owned waterfront properties known as the FEC Property and the Bicentennial Park Property ("Project"); and WHEREAS, the City and the County ("Parties") pursuant to the conditions set forth in the Pre -Development Agreement negotiated an agreement entitled Interlocal and Lease Agreement for Maritime Park Project ("Agreement") providing for the development of the Project; and WHEREAS, on December 7, 1995, the City Commission, pursuant to Resolution No. 95-832 approved the Agreement and authorized the City Manager to execute the same; and AiiAiHANE@JT (S) CONTAINED CITY COMMISSION MEETING OF J U N 2 7 1996 9 6R`eIJ sol t 92 WHEREAS, subsequent to the adoption of Resolution No. 95-832, the Parties continued to negotiate certain terms of the Agreement resulting in new or revised terms which are incorporated into the Agreement attached hereto; and WHEREAS, on June 18, 1995, the County approved the Agreement and authorized the County Manager to execute the same upon fulfillment of certain conditions; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. The City Commission hereby approves the attached Agreement between the City and the County for the development of a Maritime Park Project, subject to the following modifications: (a) Section 6.30) shall be amended to provide that the fifth (5th) member of the Maritime Park Board shall not be a City Commissioner or a County Commissioner nor an employee of either the County or the City. (b) Section 23.7 of Exhibit "A" and Section 22.7 of Exhibit "B" of the Agreement shall be amended to clarify that in no event will the City be liable for payment of any ad valorem taxes assessed on the Leased Property. Section 3. The City Commission hereby authorizes the City Manager to execute an agreement, in substantially the form attached hereto and modified in accordance with Section 2 above, after (i) final review by the City Attorney and (ii) fulfillment of the condition that the City obtains clear title to the property, including a -r 9 6 - 462 release from Bayside Center Limited Partnership (Bayside), of Bayside's existing leasehold Interest in a portion of the property, which release shall be obtained by the execution of an amendment to the agreement dated July 19, 1988, by and between the City, the County and Bayside. Section 4. This Resolution shall become effective immediately upon its PASSED AND ADOPTED this 27th day of .m , Y696. ATTEST: WALTER J. F MA CITY CLERK PREPARED AND APPROVED BY: OLG RAMIREZ-SEI AS ASS! TANT CITY ATTORNEY APPROVED AS TO FORM AND CORRECTNESS: a 6�xl W, A. Q 6 N N JO CITY ATTORI W926(A):csk ►J 3- �y IL DO GORT, VICE -MAYOR g6-462 ram"' 0 This Interlocal and Lease Agreement ("Agreement"), dated this day of , 1996, is made by and between the City of Miami, a municipal corporation of the State of Florida (the "City"), and Metropolitan Dade County, a political subdivision of the State of Florida (the "County"), pursuant to The Florida Interlocal Cooperation Act of 1969, Chapter 163, Florida Statutes (1993) (the "Act"). RECITALS WHEREAS, the Act authorizes local governmental units to make the most efficient use of their powers by enabling them to cooperate with other localities on a basis of mutual advantage to jointly provide facilities in a manner that will accord best with the needs of the local communities; and WHEREAS, the City and the County (the "Parties") have deemed that the development of the Maritime Park Project, as defined herein, on certain waterfront properties including adjoining bay bottom lands owned by the City, as described herein, is in the best interest of the City and the County; and WHEREAS, the Parties plan to develop the Maritime Park Project in two phases; and WHEREAS, the City desires to lease the FEC Property, as defined herein to the County, for an initial term of 45 years with three 15-year option terms, to develop the Maritime Park Project; and WHEREAS, the City desires to grant the County an option to lease the Bicentennial Port Property and/or the Bicentennial Park Property, as defined herein, subject to certain reservations C. VOC.W8WJO!.&" 12 9 6.- 4 (. and conditions, for purposes of undertaking the development of the second phase of the Maritime Park Pect; and WHEREAS the Parties wish to develop as part of the Maritime Park Project a professionalsports franchise facility on the FEC Property to host sporting cultural, community, and other events: and WHEREAS the Parties find that the development of a professional snorts franchise I facility and related parking garage on the FEC Property as contemplated in the Related AP areements (as defined in Exhibit B) is in the best interests of the Citv and the County; WHEREAS the Citv has reviewed each of the Related Agreements (as defined in Exhibit B) and hereby acknowledges and approves all of the actions construction, development and operations contemplated in the Assurance Agreement in accordance with -the terms and conditions thereof, NOW, therefore, in consideration of the mutual covenants and agreements stated herein, the County and the City agree as follows: Upon the execution of this Agreement, In the • ""' of Geaffty iG-Pec# ;-Exhibit A to this Agreement shall be the operative document and all the rights and obligations therein shall be legally binding on all -the n s to `''� "gam the City and- the Coup , and Exhibit B shall be of no force and effect. 2 11,3 �46,3 in the event that th� BeaFd, the Gity Gemmissien, and the Miami Spens and- S""bitien La her-ity (2448EA") appr-ev- -A -*1- fiPe the eenstFuetien and deveiepmeat ef the ffefessienai spens ffanehise fheility by Basketball wPFepeFties, Ltd. en the FEG PfepeFty, EXhibit B te thiS Agr-eement, shall be the epefative deeument and all- the fights and Wigatiens theFein sh&H-be legally binding en all the PaFties to this Agr-eement and Exhibit A te this deeUment shall be ef He fieFee and effect. Notwithstanding the foregoing, in the eN,ent that afty ene eF MOM ef the fellewing Won the fulfillment of all of the conditions listed belo f6ifilled, Exhibit 8 A shall no longer be of force and effect and Exhibit A B shall be the operative document and all the rights and obligations ,therein shall be legally binding on all the parties to this Agreement. The conditions are as follows: (i) !the June 18, 1996 CDM? ordinance amending Section 2-114, Code o Metropolitan Dade County, referred to in the June 18, 1996 Board of County Commission Agenda as Agenda Item No. 4A becoming must be effective; (ii) the N49EA latedeeal A#Feemem shafl be emeouted by. all the paMes theFete-1, Pr Execution and delivery of a letter from MSEA (as defined in Exhibit B) to the Trustee directing the Trustee to pgy to the County excess revenues under the Trust Indenture for the existing Miami Arena Bonds, Ciii) the City of Miami Beach CDT Interlocal Agreement shall be executed by all the parties thereto; (iv) Eeach one of the Related Agreements (as defined in Exhibit B hereto) shall be executed by all parties thereto and each must be in full force and effect; and 3 4 6 2 M and L.ea d "^�c "' ist be legally elf^'i• .,a The Maritime Park Board Ordinance becoming effective if applicable. f' , During the Term hereof, if any fact or circumstance arises, which ,in the sole determination of the County, renders construction or operation of the Arena impracticable, the County may unilaterally elect to nullii$ or terminate Exhibit B in which case Exhibit B shall no -longer be of force and effect and Exhibit A shall be the operative document and all rights and obligations therein shall be legally binding on all the Parties to this Agreement. In the event Exhibit B is nullified pursuant to the provisions above, the City agrees that there shall be an abatement or credit of Annual Base Rent equal to an amount sufficient to satisfy any excess monetary payments made by the County pursuant to Exhibit B, which were not required to be made pursuant to Exhibit A- I c.000SL w/O/.SAW 4 9u-462 15 I EYHIB11 a ARTICLE 1 PURPOSE Section 1.1 Purpose. The purpose of this Agreement is to set forth the terms and conditions pursuant to which the Maritime Park Project will be developed and operated. The Project, if fully developed, is designed to expand the facilities of the Port of Miami, enhance and (3) "Alternate Non -Port Facilities" shall mean the Alternate Non -Port Facilities for Phase I and/or Phase II, as the case may be, as described in Subsection 5.4 and depicted in Exhibits A-1 & A-2, B (sheets 1-9, inclusive), and C. c aocase OM.&w 16 (4) "Annual Base Rent" shall mean the guaranteed minimum annual rent payment described in Article 7 of this Agreement. (5) "Bicentennial Park Property" shall mean the land owned by the City legally described in Exhibit D-1, provided however, if the deep water slip is widened or relocated subsequent to the County exercising either the Phase I Option or the Phase II Option, the "Bicentennial Park Property" shall mean the land owned by the City legally described in Exhibit D-2. (6) "Bicentennial Parking Property" shall mean the land owned by the City and legally described in Exhibit E. (7) "Bicentennial Port Property" shall mean the sum of the parcels of land owned by the City legally described in Exhibit F- I and Exhibit E, provided however, if the deep water slip is - widened or relocated subsequent to the County exercising either the Phase I Option or the Phase II Option, the "Bicentennial Port Property" shall mean the land owned by the City legally described in Exhibit F-2. Notwithstanding the foregoing, in the event the County does not exercise the Phase I Option during the Phase I Option Term, and the County does not exercise either all or part of the Phase II Option within two (2) years of the Commencement Date, then the Bicentennial Parking Property depicted in Exhibit E shall become part of the Phase II Non -Port Property and the Bicentennial Park Property, and shall be excluded from the definition of Phase II Port Property. (8) "Bicentennial Property" shall mean the parcel of land owned by the City legally described in Exhibit G. (9) 'Board" shall mean the Maritime Park Board established and created in accordance with the provisions of Article 6 of this Agreement or its successor. C LnoCnW19004W 2 M� 17 (10) "Burle Marx Design Plan" shall mean the plan approved by City of Miami Resolution No. 88-628, dated July 14, 1988 and prepared by Roberto Burle Marx, which among other things, provides for the dedication of a strip of land within the Leased Property for the proposed expansion of Biscayne Boulevard, as legally described in Exhibit H. (11) "City Commission" shall mean the City Commission of the City of Miami. (12) "Cleanup Costs" shall have the definition provided in Section 17.4 hereof. 03) "Commencement Date" shall mean the first day of the month following the Agreement Date. (14) "Commencement of Port Operations" shall mean, with respect to Phase I, the embarking or disembarking of passengers from cruise ships or vessels at the Phase I Port Facilities; and with respect to Phase II, shall mean the embarking or disembarking of passengers from cruise ships or vessels at the Phase II Port Facilities, as the case may be. (15) "Completely Destroyed" shall have the meaning provided in Section 12.1 hereof. (16) "Concept Plans" shall mean the initial drawings indicating the general location of uses, types of uses, and site layouts of the Project, attached hereto as Exhibits A-1 & A-210 B (sheets 1-9, inclusive), and C-K, as may be amended from time to time in accordance with the provisions of this Agreement. (17) "County" shall mean Metropolitan Dade County, the. Seaport Department, and/or any authority or body designated by the County Board to operate or oversee the operations of the Port Facilities. (IS) "County Board" shall mean the Board of County Commissioners of Metropolitan Dade County. Cooc=�Msgm 3 46. (19) "Debt Service Requirements" shall mean, for any period of time or. any date, the required principal and interest payment, whether at stated maturity, by mandatory sinking fund redemption or otherwise, all debt -related costs (i.e., credit enhancement, bank fees, etc.) and any premium due on the bonds or any other indebtedness during that period or payable on that date, as the case may be, associated with debt incurred to acquire, construct, refinance, rehabilitate, ' - improve or otherwise maintain all, or a portion of, the Maritime Park Project. (20) "Developer" shall mean one or more persons or public or private entities selected in accordance with the provisions of Article 6 of this Agreement for the development of the Non -Port Facilities and approved by the County Board. In the event the RFQ process outlined in Article 6 does not culminate in a developer being recommended by the Board and approved by - the County Board, the County may, at its election and without the need for a second RFQ process or approval of the Board, undertake the rights and obligations of the Developer under this Agreement. (21) "Development Agreement" shall mean a properly executed and valid contract or contracts, between the County and the Developer which have been approved for execution by the County Board, or a letter from the County Manager to the City advising the City that the County will act as a developer, along with a Resolution of the County approving such action, with respect to the development of the Non -Port Facilities. (22) "Development Program" shall mean an itemized listing of uses and facilities to be agreed upon between the Developer and the Board which shall be consistent with the description of the Project described in Article 5 of this Agreement. r• ;aoesssaos+,r n 96-462 19 (23) "Environmental Laws" shall mean all applicable requirements of federal, state and local, environmental, public health, and safety laws, regulations, orders, permits, licenses, approvals, ordinances and directives, including but not limited to, all applicable requirements of: the Clean Air Act; the Clean Water Act; the Resource Conservation and Recovery Act, as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act; the Comprehensive Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act of 1986; the Occupational Health and Safety Act; the Toxic Substances Control Act, the Pollutant Discharge Prevention and Control Act; the Water Resources Restoration and Preservation Act; the Florida Air and Water Pollution Control Act, the Florida Safe Drinking Water Act; and the Florida Environmental Reorganization Act of 1975. (24) "Existing City Bond Obligations" shall mean the sum of the portion of the ouWwWiagpriflEi*bakaoe-ef (i)all remaining debt service payments for the 1972 Parks Bond issue, authorized pursuant to City Ordinance No. 8034 and issued under the "Parks for People", 1972 Parks Bond issue, which was used by the City to purchase the FEC Property, and ii all of t(}eouting-i{t�elao€remaining .debt service payments for the 1977 General Obligation Park and Recreation Facilities Bonds issue, such sum not to exceed Four Million, Twe- Nine Hundred a-f-4ea Ei -Six Thousand; �3ne-14ueRd~i Dollars i ($4, ,440986.000). (25) "Existing Contamination" shag have the definition provided in Section 17.3 hereof.. 20 4- (26) "FEC Property" shall mean the parcel of land owned by the City legally described in Exhibit -V, including certain submerged lands depicted in such Exhibit. C UMSMINO.&W 5 96 - 46 2" (27) "Fiscal Year" shall mean that period of time that commences on October I st and ends on September 30 of the following calendar year or any other twelve (12) month period designated by the County to be its fiscal year (28) "Green Space" shall mean any landscaped open space, exterior public walkways, plazas, and other amenities, including, without limitation, bathrooms, service areas, access and circulation spaces. (29) "Improvements" shall have the meaning ascribed in Section 8.2 of this Agreement. (30) "Initial Term" shall have the meaning ascribed to it in Subsection 4.1 of this Agreement. (31) "Leased Property" shall mean the FEC Property. In the event the County exercises the Phase I Option, then this Agreement shall cover and demise the Phase I Option Property and reference to the Leased Property in this Agreement shall thereafter be deemed to include the Phase I Option Property. In the event the County exercises the Bicentennial Port Property portion of the Phase 11 Option, then this Agreement shall cover and demise the Bicentennial Port Property and reference to the Leased Property in this Agreement shall thereafter be deemed to include the Bicentennial Port Property. In the event the County exercises the Bicentennial Park Property portion of the Phase II Option, then this Agreement shall cover and demise the Bicentennial Park Property and reference to the Leased Property in this Agreement shall thereafter be deemed to include the Bicentennial Park Property. In the event the City dedicates the Property referenced in the definition of Burle Marx Design Plan, and legally described in Exhibit H hereto, to the Florida Department of Transportation for the purposes enumerated in the Burle Marx Design Plan, then such Property shall be deleted from the definition of Leased M 96 -.462 21 Property and all obligations of County undertaken herein with respect to such Property shall immediately cease. During the Agreement Term. the definition of Leased Property may be subject to further modification subject to the terms and conditions set forth in Section 19.4 or Article 22, or both. (32) "Lease Year" shall mean that period of time commencing on the Commencement Date and ending twelve (12) consecutive full calendar months thereafter and each consecutive twelve (12) month period occurring thereafter during the Agreement Term (33) "Maritime Park Project" or "Project" shall mean the development of the Port Facilities, the Non -Port Facilities, or the Alternate Non -Port Facilities, as the case may be, on the Leased Property. (34) "Net Net Revenues", for purposes of Article 7 herein, shall mean Revenues minus Operating Expenses, Debt Service Requirements, and the annual funding of the Renewal and Replacement Fund as required in Article 16 herein. (35) "Non -Port Facilities" shall mean the proposed components of the Project described in Sections 5.2(b) and 5.3(b) of this Agreement. (36) "Operating Expenses" shall mean all actual expenses of the Maritime Park Project for the operation, maintenance and administration of the Maritime Park Project facilities including the basic, ordinary and routine repairs of the Maritime Park Project, cost of administrating and any and aU non -capital expenses associated with, the use of gifts, grants, loans or other payments, both restricted and unrestricted, received from private agencies, either federal, state or local, directly or indirectly, for the benefit of the Project incurred, or charges made therefor, in any particular Fiscal Year, but only if said charges are made in conformity with generally accepted c. io0C=I90 ZW 7 .accounting principles, and,exclusive of depreciation or reserves therefor, amortization of intangibles or other bookkeeping entries of a similar nature. Net operating losses incurred in any Fiscal Year shall be carried forward as an Operating Expense until the earlier of (i) the thirteenth anniversary of the Commencement Date or (ii) the first Fiscal Year in which Net Net Revenues are available. Once (i) or (ii) in the preceding sentence has been achieved, net operating losses incurred in a prior Fiscal Year shall not be treated as an Operating Expense for purposes of calculating Net Net Revenues. Operating Expenses shall not include: (i) any operating and maintenance expense paid or accrued by the County in connection with a building or facilities where a third -party Sublessee, licensee, or user thereof pays such expenses or reimburses the County for such expenses; (ii) Debt Service Requirements; (iii) Subordinated Debt Service Charges; (iv) any other expense for which or to the extent which the Maritime Park Project is reimbursed from or through any source other than Revenues; and (v) any expenditures funded from the Renewal and Replacement Fund. (37) "Park Facilities" shall mean, with respect to Phase I, the City park consisting of landscaped open space and exterior public walkways and plazas, as more particularly described in Section 5.2(b)(i); and shall mean, with respect to Phase II, if applicable, the City park consisting of the landscaped open space and exterior public walkways and plazas described in Section 5.3(b)(i). The actual boundaries of the Park Facilities shall be depicted in an Exhibit to be prepared by the County after completion of the Improvements;-ia-Sestie*4-2. (38) "Phase I" shall mean the development of the Port Facilities and all or a portion of the Non -Port Facilities or the Alternate Non -Port Facilities, as the case may be, on the FEC Property c.,nocs►s IM.Sw 8 g6-469z3 portion of the Leased Property, as more particularly described and depicted in this Agreement in Article 5 and Exhibits A, B, and C. (39) "Phase I City Park" shall have the meaning ascribed to it in Subsection 5.2(b)(i) of this Agreement. (40) "Phase I Non -Port Facilities" shall mean the Non -Port Facilities that may be developed on the FEC Property as more particularly described in Section 5.2 of this Agreement and as depicted in Exhibits A-1 & A-2, B (sheets 2_-544, inclusive), and C. (41) "Phase I Non -Port Property" shall mean the parcel of land owned by the City and legally described in Exhibit J-1, provided however, if the deep water slip is widened or relocated subsequent to the County exercising either the Phase I Option or the Phase II Option, the Phase I Non -Port Property shall mean the parcel of land owned by the City and legally described in Exhibit J-2. (42) "Phase I Option" shall mean the right given to the County by the City to (i) lease the Phase I Option Property and to develop the Phase II Port Facilities and, if applicable, the Phase Non -Port Facilities thereon, and (ii) to relocate, widen, fill, and/or deepen the deep water slip j currently located between the FEC Property and the Bicentennial Property onto the Bicentennial Port Property, as more particularly described in Exhibit A-2 and in Article 20 hereto. (43) Phase I Option Property" shall mean the property for which the County has been granted the Phase I Option, as legally described in Exhibit F-2. (44) "Phase I Option Term" shall mean a period of time commencing on the Commencement Date and ending three -hundred and sixty-five (365) days thereafter c iow=819ou.14f 2 (45) "Phase I Port Facilities" shall mean the Port Facilities to be developed on the FEC Property as more particularly described in Section 5.2 of this Agreement. (46) "Phase I Port Property" shall mean a parcel of land owned by the City and legally described in Exhibit K-1, provided however, that if the deep water slip is widened or relocated subsequent to the County exercising either the Phase I Option or the Phase II Option, the Phase I Port Property shall mean the land owned by the City legally described in Exhibit K-2. (47) "Phase II" shall mean the proposed development of the Port Facilities and, if applicable, the Non -Port Facilities or the Alternate Non -Port Facilities, as the case may be, on the Bicentennial Port Property or the Bicentennial Park Property, as the case may be, as more particularly described in this Agreement in Article 5 and depicted in Exhibits A -I & A-2, B (sheets 4 6-9, inclusive), and C. (48) "Phase II City Park" shall have the meaning ascribed to it in Subsection 5.3(b)(i) of this Agreement. (49) "Phase II Non -Port Facilities" shall mean, in the event the County exercises its Phase II Option on the Bicentennial Park Property and in the event there is a Development Agreement with respect to Phase I1, the Non -Port Facilities to be developed on the Bicentennial Park Property as more particularly described in Section 5.3(b)(i)0(iii) of this Agreement. (50) "Phase II Non -Port Property" shall mean the Bicentennial Park Property. (51) "Phase II Port Facilities" shall mean the Port Facilities that may be developed on the Bicentennial Port Property, as more particularly described in Section 5.3(a) of this Agreement. (52) "Phase II Option" shall mean the rights given to the County by the City to lease the Bicentennial Park Property, the Bicentennial Port Property, or both, as the case may be, for c ioocM819MM" 10 96-462 25 purposes of developing the Phase II Port Facilities, the Phase II Non -Port Facilities, or both, as the case may be, including, without limitation, the right of the County to relocate, widen, fill, and/or deepen the deep water slip currently located between the FEC Property and the Bicentennial Property onto the Bicentennial Port Property, as more particularly described in Exhibit A, sheet_ 1 and 2, and as more particularly described in Article 18 herein. The County's exercise of the Phase II Option with respect to the Bicentennial Port Property shall not terminate the remaining portion of the Phase II Option with respect to the Bicentennial Park Property, nor shall such exercise cause the remaining portion of the Phase II Option Term to shorten in duration, lapse or otherwise expire. (53) "Phase II Option Term" shall mean, with respect to the Bicentennial Port Property, a period of time commencing on the Agreement Date and ending on the earlier of (i) the County's exercise of all or a portion of the Phase H Option or (ii) the expiration of a five-year period beginning on the completion of the Phase I Port Facilities; and shall mean, with respect to the Bicentennial Park Property, a period of time commencing on the Agreement Date and ending on the later of (i) the expiration of a five-year period commencing on the completion of the Phase I Port facilities or (ii) the expiration of a nine-year period commencing on the Agreement Date. If the County (i) does not exercise the Phase I Option during the Phase I Option Term and (ii) does not, within twenty-four months from the Agreement Date. exercise the Port PropeM portion of the Phase Q Op,#ion and provide the City with notice of the County's intent to relocate the deep water slip, the Countys rigLit under the Phase H Option to "relocate" such slip onto the Bicentennial Property shall terminate twenty-four months from the Agreement Date. (54) "Phase II Port Property" shall mean the Bicentennial Port Property. r %Wr.CISd190 IW . 26 9'6-46r2w (55) "Port Facilities" shall mean the Phase I Port Facilities and, in the event the County exercises the Phase I Option or Phase II Option, the Phase II Port Facilities, as the case may be. (56) "Preliminary Plans" shall mean the design development drawings of the Non -Port Facilities to scale depicting site plans, floor plans, circulation and preliminary elevations. (57) "Prime Interest Rate" shall mean the annual rate of interest charged by the bank in Dade County having the greatest net worth at the applicable time on a nine 90I day commercial I loan to its most credit worthy corporate borrowers. (58) "Project Costs" shall mean an amount equal to the aggregate of all costs incurred and capitalized by the County during the term of this Agreement for the purpose of, and properly allocated to, the development and construction of the Project, including, without limitation, all environmental Cleanup Costs, as defined in Section 17.4 hereof. (59) "Project Funds" shall mean: (i) an amount sufficient to construct the Phase I Port Facilities and, in the event the County exercises either the Phase I Option or the Phase II Option, the Phase II Port Facilities; and (ii) either (a) f -four fiftyy six million six epee hundred thousand dollars (S564, 40,-OW 44.600.000) for the payment of Project Costs associated with the Phase I Non -Port Facilities of the Project, if there is a Development Agreement, or (b) the payment of that portion of Project Costs associated with the Phase I Alternate Non -Port Facilities of the Project in the amounts described in Section 5.4(a) hereof, if there is no Development Agreement; and (iii) if the County exercises its Phase II Option on the Bicentennial Park Property, either (a) an amount of not less than fifty_Ave million dollars ($55,000,000) for the payment of Project Costs associated with the Phase II Non -Port Facilities, if there is a Developer Agreement with respect to the Bicentennial Park Property, or (b) the payment of Project Costs associated with the C IDOCt "I"011W 12 g6-462 27 Im Phase II Alternate Non -Port Facilities of the Project in the amount described in Section 5.4(b), if there is no Development Agreement. Netwithstanding the feFegeing, in . . In the event there is no Development li Agreement with respect to the Phase I Non -Port Facilities within five years of the Agreement Date, and all approvals, easements, and access rights required for the construction of the simple pedestrian bridge described in Section 5.4(a) hereof are not obtained by the County, then the jportion of the Project Funds described in Section 2.1(59)(ii)(b) shall be reduced to nine million, one -hundred thousand dollars ($9,100,000). (60) "Renewal and Replacement Fund" shall mean the Maritime Park Project Renewal and Replacement Fund created pursuant to Article 16 of this Agreement. (61) "Revenues" shall mean all revenues earned by the County derived from the Maritime Park Project's operation, use and services including, without limitation, all moneys for the use of advertising space and all advertising rights of whatever kind or nature related thereto or for the sale, promotion, marketing and use of all names, trademarks, trade names, and passenger wharfage fees, dockage fees, ground transportation fees, income from the sale of water and electric, parking receipts, rental receipts, and any and all legally available interest income realized from the investment of Revenues. Revenues shall be determined in a consistent manner on an Accrual Basis. Revenues shall also include: (i) gifts, grants, loans or other payments received from private persons or public agencies, either federal, state or local, directly or indirectly to pay c.00CWei9 SAM 13 -for operating or administrative expenses or other non -capital costs associated with the use of proceeds obtained from these sources, provided, however, that proceeds received from these sources for specific capital expenditures will be held in a restricted account for the purposes of paying such expenditures, and shall not be counted as Revenues, nor shall expenditures from such restricted account be counted as an Operating Expense, (ii) proceeds from the sale of any of the Maritime Park Project facilities; (iii) the profit from the sale or other disposition, not in the ordinary course of business, of any fixed or capital assets of the Maritime Park Project, and (iv) any operating and maintenance expenses recovered by the County or Developer from a judgment or settlement against a Sublessee. Any money received -by -the County as a reimbursement pursuant to Section 5.5 hereof, shall be used to offset Project Costs, but shall not be treated as Revenues. (62) "Seaport Department" shall mean the Seaport Department of Metropolitan Dade County or its successor. (63) "Subleasehold Mortgage" shall mean a mortgage or mortgages or other similar security agreements given to any Subleasehold Mortgagee, or made pursuant to the terms of this Agreement, on a Sublease and the Subleasehold interest of a Sublessee hereunder, and shall be deemed to include a mortgage or trust indenture under which the Sublease shall have been mortgaged. (64) "Subleasehold Mortgagee" shall mean any recognized lending institution, such as a bank, federal, state or municipal governmental agency or bureau, savings and loan, pension fund, insurance company, savings bank, real estate investment trust, whether local, national or international which becomes the mortgagee or beneficiary under any Subleasehold Mortgage and C 400CS1iA1900.b " 14 96-462 the successors or assigns of such mortgagee or beneficiary, and shall be deemed' to include the trustee under any such mortgage or trust indenture and the successors or assigns or such trustee. (65) "Sublease shall mean a Sublease of all or a portion of the Leased Property. (66) "Sublessee" shall mean the lessee, its successors or assigns under any such Sublease. (67) "Substantial Completion" shall mean that the Non -Port Facilities have been so completed that they are finished and/or ready for the beneficial use and occupancy of the City, the County, and any tenants under this Agreement. Substantial Completion need not include any tenant's finishing work. (68) "Unavoidable Delays" shall mean (with respect to the County's obligation regarding construction) any delay caused by: damage or destruction by fire or other casualty; acts or omissions of the federal, state, or local governments, including any applicable permitting authority; acts of the City (other than as expressly authorized by this Agreement); strikes; embargoes; acts of third parties; shortages of labor or material; unusually adverse weather i conditions; or other like or unlike events or conditions beyond the control of the County and without its fault or negligence. Section 2.2 Rules of Construction. Unless the context clearly indicates otherwise: (a) words in the singular include theplural, and words in the plural include the singular; (b) a pronoun in one gender.includes and applies to the other gender as well; (c) all references to Articles and Sections shall refer to this Agreement; (d) the terms "hereof", "hereto", "herein", "hereunder", and comparable terms refer to this Agreement; and not to any particular article, section or other subdivision thereof c iooMBION W 15 (e) all exhibits attached to this Agreement are hereby incorporated into this Agreement by reference and made a part hereof. Section 2.3 Adoption of Recitals The Parties agree that the recitals and whereas clauses to this Agreement are expressly incorporated herein as sti lations_and shall have the same_ force and effect as the other contractual obligations and stipulations contained herein ARTICLE 3 THE DEMISE Section 3.1 -The Demise. The City hereby leases to the County and the County leases from the City, the Leased Property. ARTICLE 4 TERM Section 4.1 initial Term. The term of this Agreement shall be for a period of forty five (45) years, commencing on the Commencement Date and terminating in the year 2041 on the anniversary date of the Commencement Date (the "Initial Term"). Section 4.2 Extension Terms. The County, in its discretion, has the option to extend the term of this Agreement for up to three additional terms of (15) fifteen years (each such fifteen year term shall be referred to as an "Extension Term") upon the same terms and conditions contained in this Agreement, except for the amount of Annual Base Rent which shall be adjusted as provided for in Article 7, and provided that the County is not in default hereunder at the time it exercises any option to extend this Agreement. In the event the County elects not to extend this Agreement, the City shall be notified in writing at least one hundred eighty dejs-(180) dais prior to the expiration of the Initial Term or any Extension Term. In the event the County does not give 16 :96-462 31 i such notice, this Agreement shall be automatically extended at the expiration of the then existing j Agreement Term (as defined below), fj Section 4.3 Agreement Term. The Initial Term and all Extension Terms are herein collectively referred to as the "Agreement Term". 1 ARTICLE 5 THE PROJECT Section 5.1 Development of the Project. The Maritime Park Project shall be developed.in two phases. Phase I shall consist of the development of the FEC Property in accordance with the provisions of this Agreement. In the event the County exercises either the Phase I Option or the Phase II Option, Phase II shall consist of the development of the Phase 11 Port Facilities and, if applicable, the Phase II Non -Port Facilities, which shall be developed in accordance with the Concept Plans. Section 5.2 Description of Phase L Phase I of the Maritime Park Project generally consists of the improvements to be constructed on the FEC Property as follows. (a) Phase I Port Facilities. The Port component of Phase I of the Project consists of: (i) Port Facilities. The Phase I Port Facilities shall consist of, but are not limited to: berths dedicated for non -cargo maritime vessels, cruise ships or cruise ships that may carry cargo that is incidental to their operation; one or more cruise terminal building(s) adjacent to the berth(s), which may include gangways, ramps, loading docks and loading zones, United States Customs areas, other secured areas, waiting areas, storage areas, and terminal related restaurants, kiosks,. retail., office, and other space; support facilities and operational space required for or used in connection with the operation of the terminal(s); structures and facilities designed r �orstiveroocsur 17 32 ➢ - 469 to complement or benefit the terminals or the Non -Port Facilities. and all surface, sub -surface, and above -ground access and egress roadways and easements necessary to serve the Project in accordance with the Concept Plans. Such Phase I Port Facilities shall be designed by the County or its authorized designee(s). The location and siting of such Phase I Port Facilities shall be determined solely by the County, provided that such facilities are located on the Phase I Port Property. (ii) Parking. Within the parking facilities to be constructed on Phase I, no less than three --hundred (300) parking spaces, plus handicapped spaces and bus parking and loading areas, shall be reserved for use by the Seaport Department. A publie pmldng Smage, �IM�N��IMNIII�IIO�I�I (b) Phase I Non -Port FFuRities. In the event there is a Development Agreement with respect to Phase I, the Phase I Non -Port Facilities may consist of the following amenities, is �6462 located on the Phase I Eton -Port Property and/or above the Port Facilities on the Phase I Port Property (if practicable), which are depicted in the Concept Plans: (i) City Park Facilities. A City park consisting of landscaped open space and exterior public walkways and plazas located at grade or over building structures ("Phase I City Park") providing recreational amenities and facilities for passive and active recreational use by the general public and certain public pedestrian access proximate to the shoreline of the deep water slip and Biscayne Bay, consistent with efficient, secure, and safe operations for maritime vessels. E+iF} �re€essie�rei-Ss- - A-�xt-use-s9jiPd ementawanmt 4heilft 4esi• 4o4est-besk-e4WI eu-€aml�shew+-eeRceFti-essefabl es%r" egw-evews-- Wi Parking. Facilities. A public parking garage. in accord with the Concept Plans containing up to approximately eighteen hundred (1,800) parking spaces, of which not less than one-third of the parking spaces shall be reserved for users of the Port Facilities. The transportation and parking area shall contain bus parking bays that shall be made available for Non -Port Facilities usage during those days when cruise ships do not berth at the Port Facilities. No more than two-thirds of the parking spaces shall serve as general public parking for users of the Phase i Non -Port Facilities if developed; otherwise such spaces shall generally serve as public parking spaces under the control and management of the County All revenue derived from parking fees shall be treated as Revenues and all direct and indirect o ep raringLmaintenance, and security costs associated with Project parking facilities shall be treated as Operating Expenses. r ioorc► BIMOsur 19 4 6Z C�7 { (-4i iii) Specialty Attractions/Retail Space. Structures that may include museum, exhibit, retail, and/or commercial space. including. but not limited to, recreational eand sports facilities, and/or destination attractions. I Ills �{{ i fi iv Pedestrian Bridge Connection'to Bayside. An elevated pedestrian bridge. spanning Port Boulevard to the park level of the FEC Property. TMs plaw may eentain speeialty FeW space and anFmiens. ®,aRll�i�/�/.T\Rt�TfIT!f1'ZfTIRt�tl1��'i�l�Ra�I'f,t\Rlf.t•+LS1s�l 1TTs ��/t.Itl•��.It�T♦T 11,E/�TtiTT\�iRVRT313 f3"Mim i-LI i ebtained by the f 6F !be ) as the ease may 1 then the bridge Geffleetien te Rayside'sSuch bridge shall consist of only a simple, elevated pedestrian bridge, without, air conditioning or retail space, the cost of which shall not exceed Five -Hundred Thousand Dollars ($500,000), as provided in Section 5.4(a) hereof. In the event the County is unable to obtain all easements, permits, and other approvals and authorizations required for the a6-462 construction of such simple pedestrian bridge , then the obligation contained in this Section 5.2(b)(iv) shall become null and void, without any further force or effect. (vg(v,) Parking. Notwithstanding any limit contained in Section 5.2(b)(ii4a to the contrary, depending on the final development plans for the Phase I Non -Port Facilities, additional parking may be required which might result in the construction of additional parking facilities gafages to support the Project. In such event, construction of additional parking on either the Phase I Port Property or Phase I Non -Port Property is authorized, provided that such construction costs will not be borne by the City and will be treated as Project Costs. Section 5.3 Description of Phase H. In the event the County exercises the Phase I Option, the Phase II Option, or both, Phase II of the Maritime Park Project shall generally consist of the improvements to be constructed on the Bicentennial Property as follows. (a) Phase 1I Port Facilities. The Port component of the Project consists of- (i) Port Facilities. The Phase II Port Facilities shall consist of berths dedicated for non -cargo maritime vessels, cruise ships or cruise ships that may carry cargo that is incidental to their operation; one or more cruise terminal building(s) adjacent to the berth(s), which may include, gangways, ramps, loading docks and zones, United States Customs areas, other secured areas, waiting areas, storage areas, and terminal related restaurants, kiosks, retail, office, and other space; support facilities and operational space required for or used in connection with the operation of the terminal(s); structures and facilities designed to complement or benefit the terminals or the Non -Port Facilities; and all surface, sub -surface, and above -ground access and egress roadways and easements necessary to serve such terminals, structures, and facilities. Such rvocswoo-s4m 36 21 Port Facilities shall be designed by the County or its authorized designee(s). The location and siting of such Phase Il Port Facilities shall be determined solely by the County, provided that such facilities are located on the Phase II Port Property. (ii) Parking. A public parking garage in accord with the Concept Plans containing up to eighteen hundred (1800) parking spaces of which not less than one-third of the parking spaces shall be reserved for users of the Port Facilities. The transportation and parking area shall contain bus parking bays that shall be made available for Non -Port Facilities usage during those days when cruise ships do not berth at the Port Facilities so as to necessitate exclusive use of said bus bays. No more than two-thirds of the parking spaces shall serve as general public parking for users of the Phase II Non -Port Facilities, if developed; otherwise, such spaces shall generally serve as public parking spaces under the control and management of the County. All revenue derived from parking fees shall be treated as Revenues and all direct and indirect operating, maintenance, and security costs associated with Project parking facilities shall be treated as Operating Expenses. (b) Phase H Non -Port Facilities. In the event there is a Development Agreement with respect to Aase►4 the Bicentennial Property, the Phase II Non -Port Facilities sW May consist of the following amenities, located on either the Phase H Non -Port Property and/or above the Port Facilities on the Phase II Port Property (if practicable), which are generally depicted in the Concept Plans. (i) City Paris Facilities. A City park consisting of landscaped open space and Iexterior public walkways and plazas located at grade or over building structures providing recreational amenities and facilities for passive and active recreational use by the general public WAX 22 96.-�462 37 and certain public pedestrian access proximate to the shoreline of the deep water slip and Biscayne Bay,` consistent with efficient, secure, and safe operations for maritime vessels (the "Phase II City Park"). A specific program of uses and improvements for Phase II shall be refined through additional planning studies, as may be prepared by the MaFkime-Par4e Board, provided that such program is subject to approval by the County Board. 00 Parking. Depending on the final development plans for the Phase II Non -Port Facilities, additional parking may be required which might result in the construction of additional parking garages to support the Project. In such event, construction of additional parking on either the Phase II Port PropeM or the Phase II Non -Port Property is authorized, provided that such construction costs will not be borne by the City and will be treated as Project Costs. (iii) Specialty Attractions. Specialty attractions that will collectively and in concert with Phase I attractions create a regional destination visitor attraction for downtown Miami. A specific program of uses and improvements for the Phase II Non -Port Facilities shall be refined through additional planning studies, which may be prepared by the Maritime Park Board, and approved by the County Board. Section 5.4 Alternate Non -Port Facilities. (a) Phase L In the event that there is no Development Agreement with respect to Phase I then the Phase I Non -Port component of the Project shall consist of park improvements at a cost not to exceed Nine Million One Hundred Thousand DoUars ($9,100,000), and a simple overhead pedestrian bridge --covered, but without air conditioning or retail space --from the FEC Property, over and across Port Boulevard, and tying into Bayside, at a cost not to exceed 23 964�46 Five -Hundred Thousand Dollars ($500.000). Notwithstanding the foregoing, the County's obligation to construct such pedestrian bridge to Bayside shall cease and have no effect unless the City is able to provide the County, within twelve (12) months of the Agreement Date, with an irrevocable easement from City and Rouse, Inc. (i) authorizing the County to construct the pedestrian bridge from the FEC Property to Bayside and (ii) forever warranting that access into Bayside via the bridge shall not be denied or impaired on any dates or times during which Bayside is open to the general public. Such overhead pedestrian bridge may be developed in accordance with the Concept Plans for the Phase I Non -Port Facilities. Finally, in the event the County is not able to obtain, through the exercise of reasonable diligence, all permits, easements, access rights, and other approvals required to construct such pedestrian bridge, then the obligation to build - same contained in this Section 5.4(a) shall cease and be of no further force and effect. (b) Phase Q. In the event that (i) the County exercises its Phase II Option on the Bicentennial Park Property and (ii) there is no Development Agreement with respect to the Phase II Non -Port Facilities then the Phase II Non -Port component of the Project shall consist of park improvements at a cost not to exceed fifteen million dollars ($15,000,000) in accordance with the Concept Plans, provided, however, the cost shall be reduced on a pro-rata basis in relation to the size of any portion(s) of the Bicentennial Park Property for which the City has given notice of its y election to develop in accordance with Section 18.6 hereof. Section 5.5 County's Responsibility to Obtain Project Funds. The County shall be responsible for obtaining Project Funds in accordance with the terms and conditions of this Agreement, in particular Section 5.7, provided, however, that under no circumstances shall the County be required to pay for any of the Project Costs from County revenues derived from ad 24 96462 39 valorem taxation unless authorized through a legally binding referendum and approved by the County Board via resolution. Notwithstanding any term or provision herein to the contrary, the City agrees that Project Funds may be financed, reimbursed, and/or paid from lease or other payments received by the County from a Developer other than the County. Seetie*46 ` a xg-e� die go> �r�jeet-midst-s ae-�o t y oea�a�-s#=�k��a��}'�ae�ig�t�oc�s-tamer-tltip-A�t�►bje6t-et�y�©-ti�k�tatfo�s-set-fart# i�-t#is-&+hsestie►r�itk��es�ec��Q�-r$fa��g�d�oF-a-ra�ei�g-�k��ou�y-i�e9�re€�naF}ce- 9Ht5taW ben&- W4t4-SM4 haVe R-i%Uee`€ef aewo€-€rtaF&g-ar�y-e€{�s oba+ga�i s- �i���eer�teat-pro�idee-tl�= E� �e��x�}�al�-�avidetite�et�4e€r�e€�anc�g-- f194 sic-Fe€�ensiag�ag-be-�tiec# a�f-ti3aallog ta€tFag�ali; o�,at��oFti�-a€-P�#ase�-eF• e•€e� i©ve�eat�to-�e-�easec��kegeF�; of W sash}-eGan g-oss Fsstabse ant-teti}e- e4gpFaen�o€-ali;-e� a y- i pot�ie�af; iz�ase-i��o�sl�ese-e� �edeer���tsten� �e:- (e4 Any FeseRt-v -sa gs-used Mf 4hesO-tatee-aee -V� Fewk--ft) ziA GhFOfiefaRj,fili#swWiRg bends eesu -%bsequet*404-he �V6 #8iit %OF $�6FtiE?Ei -p S@T-gib-ba$86iiHilf - 6i=$&Reve fie& Section 5.6 Financing and/or Refinancing of the Proeect Funds, I 40 c.I.OWSseIMS4M f44 25 96-462 u (1) The County may_provide, at one time or from time to time for the issuance of bonds for the purpose of paving all or a part of the County's obligations under this ,agreement subject only to the limitations set forth in this Subsection with respect to a refunding and/or a refinancing I j The County may refinance outstanding bonds which shall have been issued for purposes of I financing any of its obligations under this Agreement provided that: U The County_shall provide the City notice of such refinancing. The savings from any such refinancing shall be utilized for any of the following i purposes: to finance all, or any portion of. Phase 1I6 or ii to make further improvements to the Leased PropgM* Qr if such refinancing, occurs subsequent to the development of all, or any portion of, Phase II to purchase or redeem any outstanding bonds, iv to reduce the overall debt outstanding for the Project: or Lv,Z to reduce the debt service payments associated with the Project. U An present value sayings used for purposes other than those stated above which result from any such refinancings, of any outstanding bonds and occurs subsequent to the development of A or a portion of Phase II shall be accounted for as Revenues. M Notwithstanding the foregoing. the limitations set forth in subsection (1) above shall not aQply to the reftding and/or refinancing of any bonds used to finance the construction. development and/or operation of the Arena and the parkin_g.garage on the FEC Property. Seetion g,7 T4iwGeut 4wFespertsible-fef pFo�id g-alll �Fo}ee d�foF tie-FeF-Fesili ies -i€-a eabla-Ihe Nk-PeFt-T-a4l ies•, C. DOcs►sBIMSAU F 96-462 41 u Fn ��Seft n �(o�i�g�;ed{t�t#tis-seotic��sl�ali-iflaposet-t�eCot��}-a�obligatier+��o�xpe�c#-1}inds-in- e�csess•©€��e-Fio}eEt-Fends- ���e-£-it�r�ees-�kat-l:�ejeet Foods-�a�be-€tua�sed-€row-leaseo� att�ef-�a er s-Fasei ed-b Cent £�-a-Devebpe��- Section 5.7 County's Construction Obligations. The County shall be responsible for rovidin¢. or cause to be provided. all Project Funds for the Port Facilities and if applicable the Von -Port Facilities, including. without limitation (i) all construction costs. (ii) dl costs of furnishings and filrniture machinery and equipment and 6H) all so-called "soft costs" ncluding, but not necessarily limited to architectural engineering and design fees, survey. title nsurance charges and premiums, permits and licenses insurance premiums during construction_ utilities, tap -in connection fees, topographical and soil tests if any and fly) environmental { 'leanup Costs. as provided for in Article 17 herein. and (y) all other costs if any, occurring ,urine the construction of the Project. Nothing contained in this section shall imRgse upon the 'gunjy an obligation to expend funds in excess of the Project Funds The City agrees that Project unds may be financed from lease or other payments received by the County from a Develo2er(s). C. DOCTU1900.14U 27 �6 -4162 Section 5.8 Bond Obligations. The County shall comply with any requirements set forth in any of the County's existing bond documents which are applicable to the Project or in any financing documents for the Project. ARTICLE 6 MARITIME PARK BOARD Section 6.1 Maritime Park Board Created. There is hereby created and established pursuant to the provisions of Section 163.01, Florida Statutes (1993), and Dade County Ordinance No. 96-_, a separate legal entity known as the "Maritime Park Board". Section 6.2 Purpose. The Board shall oversee certain aspects of the development of Phase I of the Project pursuant to the powers and duties set forth in Subsection 6.4 of this Article for the purpose of reviewing and approving the design of the Non -Port Facilities. Additionally, the Board, shall accomplish the solicitation and selection of the Developer for the Phase I Non -Port Facilities subject to final approval by the County Board. Section 6.3 Composition, Appointments and Term of Office. (1) The City Commission and the County Board no later than two weeks from the Agreement Date, shall make the appointments to the Board as provided herein. The Board shall consist of five (5) members, two (2) of whom shall be city commissioners serving as ex officio voting members appointed by the City Commission and two (2) of whom shall be county commissioners serving as ex officio voting members appointed by the County Board. The duly appointed members of the Board as soon as practicable after the Agreement Date, but in no event later than thirty (30) days after the Agreement Date , shall meet and nominate, and by majority vote shaU select and appoint, a fifth member who shall be either (i) net be a city commissioner or a county commissioner, (H) an employee of either the c %0C'.V=1W-S4w 28 q(5.46Z 43 County or the Citv. (ii )t- whe shallbe a permanent resident and elector of Dade County-and who shall work or own a business in Dade County. Vacancies in the membership of the Board shall be filled in the manner set forth above. (2) The ex officio members shall serve until such time as the Board is dissolved or until such time as they are removed for cause by a vote of the City Commission or the County Board or no longer holds elected office, as the case may be, provided that an ex officio member may only be removed by the City Commission or Coun1y Board that appointed said member. The member appointed by the ex officio members may be removed with or with out cause by majority vote of the ex officio members. (3) At all meetings of the Board, the presence in person of a majority of the total membership of the Board shall constitute a quorum for the transaction of business, and each Board member shall have one (1) vote on every issue submitted to a vote of the Board. The act of a majority of the Board present at a meeting at which a quorum is present shall be the act of the Board. The members of the Board shall make and adopt bylaws and rules and regulations for the Board's governance. (4) The Board shall hold regular meetings and may hold such other meetings as it deems necessary. Meetings of the Board shall be public, and written minutes of the proceedings thereof shall be maintained. Section 6.4 Powers And Functions of the Board. Upon the timely appointment of all five members of the Board in accordance with the provisions of Section 6.3 hereof, the Board shall have the power to perform the following functions relating to the Phase I Non -Port Facilities and, if applicable, the Phase II Non -Port Facilities: c ioac'AWIM..&W 29 (1) To review the planning, design and Development Program for the ;Ion -Port Facilities and recommend changes thereto or approval thereof, as the case may be, in accordance with the specific provisions of Article 8 of this Agreement. (2) To employ and to compensate such personnel, consultants, and technical assistants as it shall deem necessary to exercise the powers provided in this Section 6.4, provided, however, that the Board shall not incur expenses or liabilities, or cause the County to incur expenses or liabilities, pursuant to this subsection or otherwise in the aggregate of more than Two Hundred Thousand Dollars ($200,000) (for both Phase I and Phase II) without prior approval of the County Board. (3) To receive and use such technical assistance as shall be from time to time made available for its use by the*County or the City. (4) To prepare a Request for Qualifications (RFQ), for the purpose of engaging the Developers to undertake the development of the Non -Port Facilides_which shall be submitted to the County Board for ratification and issuance. Such RFQ must comply with all applicable County ordinances, resolutions, and administrative orders. The County Board may authorize the issuance of the RFQ, deny the issuance of the RFQ, or in the alternative, may make recommendations to the Board for modification of the RFQ. (5) To rank and select the Developer based upon the Developer's credentials and references, operating skills, access to capital, success of similar projects of comparable magnitude, proposed minority participation and other criteria set forth by the Board, subject to the final approval of the County Board. 30 45 (6) To negotiate an agreement or agreements for the development of the Non -Port Facilities and recommend such agreement(s) to the County Board for ratification and final approval. (7) To approve the final construction budget for the Non -Port Facilities and to reallocate budget line items if the estimated construction budget with respect to the Nen-PeFt Fries such facilities exceeds the Project Funds and to approve any changes that materially alter the essential character and components of the approved Development Program, provided that such approval, may not be unreasonably withheld, delayed, or conditioned. (8) To undertake or cause to be undertaken planning studies, program of uses and improvements for Phase U. (9) To exercise any other power necessary and incidental to the implementation of its powers and duties, which have been expressly authorized herein, provided, however, that no term or provision herein shall authorize the Board to incur any expenses and/or liabilities, or cause the County to incur expenses and/or liabilities, totaling in excess of Two Hundred Thousand Dollars ($200,000) (for both Phase I and Phase II) unless expressly authorized to do so by resolution of the County Board. Section 6.5 Dissolution And Reinstatement. The Board shall be dissolved upon (i1the Substantial Completion of construction of Phase I of the Project or (ii) dissolution of the Board -via an ordinance enacted by the County Board. The City and the County hereby agree to reinstitute the Board and appoint members thereto in the same manner set forth in subsection 6.3 above (i) in the event that as a result of default or some other similar event which causes a new or additional Developer to be selected in connection with Phase I; or (ii) in the event that the County 31 in \J� C- 4 V 2 exercises the Phase II Option for the Non -Port Facilities and elects to issue an RFQ to seek a Phase II Developer; or (iii) in the event there is proposed by either the County or the Developer a substantial modification or alteration of the Non -Port Facilities at any time after Substantial Completion. In the event the Board is reinstituted pursuant to the conditions set forth above, the Board shall have the same powers and duties provided for in this Article except that the Board may not under any circumstances incur, or cause the County to incur, any expenses or liabilities in excess of the limitations contained in Section 6.4(2) unless authorized to do so by resolution of the County. ARTICLE 7 CONSIDERATION Section 7.1 Initial Payment. As consideration for the City dedicating the Leased Property during the term specified herein for the Project, the County shall pay the City a development fee in the sum of six million dollars ($6,000,000.00) in Dade County warrant or by wire transfer on the Agreement Date. Section 7.2 Rent. The County shall pay to the City as rent for the Leased Property the 4 following sums: (a) Annual Base Rent. Commencing on the third (3rd) anniversary of the 4 Commencement Date, and on each and every anniversary thereof throughout the Initial Term, ff initial Annual Base Rent in the amount of One Million Dollars ($1,000,000), which shall be f 1 increased as follows: (i) if the County exercises its Phase I Option, the Annual Base Rent then in effect shall be increased by One Million Dollars ($1,000,o0o) commencing on the sixth (6th) anniversary of the Commencement Date; 32 96-462 47 60 in the event there is a Development Agreement for the Phase I Non -Port Facilities, the Annual Base Rent then in effect shall be increased by One Million Dollars (S 1,000,000) commencing, on a pro rata basis, in the Fiscal Year that a Sublessee occupies any portion of the Non -Port Facilities. (iii) if the County (a) does not exercise its Phase I Option, (b) exercises the Phase II Option, and (c) there is no Development Agreement for the Phase II Non -Port Facilities, the Annual Base Rent then in effect shall be increased by One Million Dollars (S 1,000,000), commencing on the eighth (8th) anniversary date of the Commencement Date or upon the Commencement of Port Operations under Phase II of the Project, or three (3) years after the date on which the County exercises the Phase II Option whichever occurs first; and (iv) in the event there is a Development Agreement for the Phase II Non -Port Facilities, the Annual Base Rent then in effect shall be increased by One Million Dollars (S 1,000,000) commencing, on a pro rats basis, in the Fiscal Year that a Sublessee occupies any portion of the Phase II Non -Port Facilities. The Annual Base Rent shall be adjusted as specifically provided for in Section 7.2, so that in the event the County does not exercise its Phase I Option, but does exercise the Phase II Option with respect to both the Bicentennial Port Property and the Bicentennial Park Property, and there are Development Agreements for both the Phase I and Phase U Non -Port Facilities, the Annual Base Rent would be Four Million Dollars ($4,000,000), which, subject to the CPI increases allowed under Section 7.4, constitutes the maximum amount of Annual Base Rent that could become due during the Initial Term. c OW=81"05" 33 96-462 (b) Percentage Rent. In addition to the Annual Base Rent, commencing on the first 0 st) day of April following the third (3rd) anniversary of the Commencement Date and on each and every April 1 st thereafter throughout the Initial Term, a percentage rent in an amount equal to twenty percent (20%) of Net Net Revenues (the "Percentage Rent") for the preceding Fiscal Year. The Percentage Rent shall be determined in the manner prescribed in Section 7.8. Prior to the City receiving a Preferential Distribution in accordance with the succeeding subsection (c), the Percentage Rent shall be an amount equal to twenty percent (20%) of all Net Net Revenues. In the Fiscal Year in which the City is entitled to a Preferential Distribution in accordance with the succeeding subsection (c), the Percentage Rent in that Fiscal Year and each Fiscal year thereafter shall be equal to twenty percent (20%) of all Net Net Revenues in excess of one million dollars" ($1,000,000). (c) Preferential Distribution. In addition to the Annual Base Rent and Percentagg Rent, commencing on the first (1 st) day of April following the ninth anniversary date of the Commencement Date and on each and every April 1 thereafter throughout the Initial Term, or on the first (1 st) day of April following the Commencement of Port Operations under Phase II of the Project and on each and every April 1 st thereafter throughout the Initial Term, whichever occurs first, a preferential distribution in the amount of the first One Million Dollars ($1,000,000) of Net Net Revenues for the preceding Fiscal Year (he "Preferential Distribution"). Should the amount of Net Net Revenues in any given Fiscal Year be less than One Nfiliion Dollars ($1,000,000), the i amount of such deficiency will neither carry over to the following Fiscal' Year nor in any other way constitute any form of indebtedness from the County to the City. The Percentage Rent shall j be determined in the manner prescribed in Section 7.8. C. 000SW9W-W 34 96-462 49 Section 7.3 Deferral of Payment of Annual Base Rent As Result of Unavoidable Delays in Construction Of Phase 1. If commencement of construction of Phase I of the Project is delayed for reasons beyond the control of the County for a period of time in excess of one (1) year from the Commencement Date, then the County may elect to pay the first Annual Base Rent payment in equal annual installments over the next five years of Two Hundred Thousand Dollars ($200,000) each, if there is no Development Agreement, and Four Hundred Thousand Dollars ($400,000) each, if there is a Development Agreement within 12 months of the Commencement Date, with the first payment of such installments to be payable twelve months after the third (3rd) anniversary of the Commencement Date. The City hereby acknowledges that any delay to commencement of construction of Phase I or Phase II of the Project caused by a delay in the County receiving a necessary permit or other required governmental approdal, properly applied for by the County, shall be deemed a delay for reasons beyond the control of the County. The deferral of payment of the first Annual Base Rent payment shall not delay the payment or due date of any subsequent Annual Base Rent payment due to the City. Section 7.4 Annual Base Rent Escalation Commencing two years after the initial Annual Base Rent is due for Phase I and every Lease Year thereafter during the Agreement Term, the Annual Base Rent for Phase I shall be increased annually by the lesser of the Consumer Price Index (as defined below) or three percent (3%) per year. Commencing two years after each respective increase of Annual Base Rent first becomes due, as described in Subsections 7.2(a)(i)-(iv) hereof, and every Lease Year thereafter during the Agreement Term, such applicable increase(s) of Annual Base Rent shall be increased C 0OiCSl AIMSIM 35 6-A62 annually by the lesser of the Consumer Price Index, calculated by the County Finance Director utilizing the definition of Base Year provided below, or three percent (3%) per year. (a) Definitions for Escalation of Rent. For purposes of this Section, the following definitions apply: (1) The term "Base Year" means, with respect to each applicable component of Annual Base Rent described in Section 7.2, the Lease Year immediately following the Lease Year in which each such applicable component of Annual Base Rent first becomes due . (2) The term "Consumer Price Index" means the Consumer Price Index of the Bureau of Labor Statistics, U.S. Department of Labor, for All Urban Consumers, U.S. City Average (all items), or a successor or substitute index as selected by the County. The County shall pay to the City the rent adjustment due within thirty (30) days of Feae* atme.E.ensumeF-Fca .the:Ett3�sneitef the date the Annual Base Rent for the Lease Year is due. Section 7.5 Adjustment to Percentage Rent And Annual Base Rent As A Result of Extension. Prior to the expiration date of the Initial Tenn, but no sooner than one year before the expiration of the Initial Term, appraisals of the Leased Property shall be made according to the following provisions to determine fair rental value, provided, the County wishes to preserve its option"to extend the term of this Agreement pursuant to Article 4 of this Agreement. (a) Appraisals shall be made by three (3) licensed real estate appraisers, each of which (i) shall be a certified general appraiser certified by the state as qualified to issue appraisal reports of any type of real property and (ii) shall have not less than 1n 101 years' experience in managing C ;DOCSLS8i90 ZW g��462 51 _ and appraising real estate. One appraiser shall be appointed by the County, one shall be appointed by the City, and the third shall be appointed by the first two appraisers so appointed. (b) After appointment, the two appraisers, appointed by the City and County, respectively, shall proceed promptly to prepare an appraisal of the Leased Property. The two party -appointed appraisers shall use the income approach based on_the Annual Base Rent then in effect and Net Net Revenues to determine the fair rental value of the Leased Property for the Extension Terms. (c) The appraisers selected by the Parties shall, within thirty (30) days after receiving their instructions, deliver a copy of their fully documented written appraisals to the City and the County, and the third appraiser. The third appraiser shall analyze the appraisals and conduct any investigations, interviews, and discussions with or without the other appraisers or either of them, that he or she may deem necessary. (d) At a time no more than thirty (30) days after submission of the written appraisals and at a place that the three appraisers shall name, the Parties may have representatives appear and argue any appraisal matters that the Parties deem appropriate. Within thirty (30) days after that time, the three appraisers shall make a final written determination of the rental rate for the Extension Terms, using the income approach based on the Annual Base Rent then in effect and on past Net Net Revenues. If the appraisers are unable to agree on a rental rate for the Extension Terms, then the final determination of the rent shall be made by the third appraiser, also using the i income approach based on past Net -Net Revenues and the Annual Base Rent then in effect. (e) The final determination of the rental rate for the Extension Terms shall be the sole component of rent to be paid by the County to the City during the Extension Terms, should the I c. 00 ► 81%V..s+M 37 52 rttl 1u:5a NAA J05 J75 5b11 DADE CTY ArIA 27 County exercise its option regarding such term(s), Such annual rental rate shall supplant and be in lieu of all elements of compensation currently contained in Article 7 hereof. (f) Each Parry shall pay the cost of the appraiser chosen by the Party, and the Parties shall share the cost of the third appraiser, j Section 7.6 Address for Payments. The County shall pay, by mail or personal delivery, all payments required by this Agreement to the City at City Hall, 3500 Pan American Drive, Miami, FL 33133. Section 7.7 Late Charges. The Annual Bass Rent, Percentage Rent, and any other monies payable to the City under this Agreement shall bear interest at the Prime Interest Rate from and after the date when the funds shall become due and payable and until paid in full. Section 7.8 Records. The County shall maintain proper books of record and' accounts separate from all other records and accounts of the Seaport Department, in which shall be made full and correct entries of all transactions relating to the Project. Not later than one hundred twenty (120) days after the close of each Fiscal Year, the County shall cause an annual audit of its books, records and accounts for the preceding Fiscal Year to be made by an independent certified public accountant. Within thirty (30) days after the Seaport Department receives audited financial statements of the Project, the County shall deliver to the City a statement of its Net Net Revenues for the preceding Fiscal Year signed and certified by a Certified Public Accountant, along with a certificate from the County's finance director of the computation of Net Net Revenues, if any, and payment of the Percentage Rent and/or Preferential Distribution which is due from the County to the City for the preceding Fiscal Year, if applicable. ARTICLE 8 POSSESSION AND CONSTRUCTION OF FACILITIES r ova ;nm�oas�u� 38 16UU2 9 ( - 4 0 53 Section 8.1 Delivery of Possession of the Property. The City shall deliver possession of the Leased Property to the County upon the Agreement Date. In the event the County exercises the Phase I Option, the City shall immediately thereafter deliver possession of the Bicentennial Port Property to the County. In the event the County exercises the Phase II Option, the City shall immediately thereafter deliver possession to the County the portion of the Bicentennial Property upon which the Phase II Option has been exercised. Section 8.2 Commencement and Completion of Improvements. Pursuant to proper building permits and in the manner provided by law and local ordinance, and pursuant to the terms of this Agreement, the County shall construct and develop on the Leased Property or cause to be constructed and developed, the Project, which includes the Phase I Port Facilities, either the Phase I Non -Port Facilities or Phase I Alternate Non -Port Facilities, as the case may be, and, if applicable, the Phase I Option Property, the Phase II Port Facilities, Phase II Non -Port Facilities or Phase H Alternate Non -Port Facilities, as the case may be, referred to from time to time collectively as the "Improvements". (a) Phase I Port Facilities. The County agrees that it shall no later than twvyears from the Agreement Date Deeei bee 31, 1997 commence construction of the Phase I Port Facilities, and shall promptly and diligently complete all the work pertaining to the Phase I Port Facilities by no later than four years from the Agreement Date,13 ember 21��m, unless subject to Unavoidable Delays. Notwithstanding the foregoing, or any term or provision herein to the contrary, the County may, at its election, expand, modify, repair, reconfigure, or rebuild the Phase I Port Facilities at anytime during the Agreement Term or any applicable Extended Term. C. VOCSlS8IMSAU 54 39 4 '' (b) Phase I Alternate Non -Port Facilities. The County agrees that it shall plant grass, where necessary and practicable, on the Non -Port Facilities portion of the FEC Property no later than the Phase I Port Facilities construction completion deadline, unless subject to Unavoidable Delays. In the event no Development Agreement exists with respect to the Phase I Non -Port Facilities by the fifth (5th) anniversary of the Agreement Date, the County shall complete the Phase I Alternate Non -Port Facilities within twelve months from the earlier of (i) the date that the County approves the City's written development plan with respect to the Phase I Non -Port Property or (ii) the date the County receives written notice from the City that it does not intend to develop, or allow a third party to develop, the Phase I Non -Port Property. Notwithstanding the foregoing, in the event a Development Agreement with respect to Phase I exists on or prior to the later of (i) four years from the Agreement Date DeeembeF 21, 1�, or (ii) the deadline hereunder for completion of construction of the Phase I Port Facilities, the County's Section 5.4(a) obligations shall immediately cease and shall have no further force or effect. (c) Phase 111 Port Facilities. (i) If the County exercises the Phase I Option, the County shall commence construction of the Phase H Port Facilities by the1latef of (4 four Years and one month from the completion of the Phase I Port Facilities ftfeeffiftt^ , and shall complete construction of the Phase II Port Facilities within four years of such commencement, unless subject to Unavoidable Delays. Notwithstanding the foregoing, or any term or provision herein to the contrary, the r 00c=%9W sw Ell] 55 q6-462 County may, at its election, expand, modify, repair, reconfigure, or rebuild the Phase II Port Facilities at anytime during the Agreement Term or any applicable Extended Term. (ii) If the County exercises the Phase II Option, pursuant to Article 18 of this Agreement, the Phase II Port Facilities and, if applicable, the Phase II Non -Port Facilities, shall be constructed as agreed to herein. The County shall commence construction of the Phase II Port Facilities no later than twelve ( l 2) months after the County's Phase II Option is exercised and shall complete construction thereof within four (4) years therefrom, unless subject to Unavoidable Delays. (d) Phase I Non -Port Facilities and/or Phase II Non -Port Facilities. In the event there is a Development Agreement for the Phase I and/or Phase II Non -Port Facilities, the construction schedules for such Non -Port Facilities will'be as provided in the Development Agreement for each phase. (e) Phase II Alternate Non -Port Facilities. In the event that the County exercises its Phase II Option with respect to the Bicentennial Port Property only, the County shall, where practicable and necessary, plant grass on the Bicentennial Park Property by no later than the completion date for the Phase II Port Facilities. In such event, the City hereby grants the County a license for purposes of planting grass on the Bicentennial Park Property to the extent such planting is required. In the event that the County exercises its Phase II Option with respect to both the Bicentennial Port Property and Bicentennial Park Property, and there is no. Development Agreement with respect to the Phase H Non -Port Facilities, the County shall, where practicable and necessary, plant grass on the Bicentennial Park Property by no later than the completion date for the Phase II Port Facilities. In the event that the County exercises the Phase 41 56 II Option as to both the Bicentennial Port Property and the Bicentennial Park Property, and no Development Agreement exists with respect to the Phase II Non -Port Facilities by the earlier of (i) the expiration of a five-year period commencing on the completion of the Phase II Port Facilities or (ii) the ninth anniversary of the Agreement Date, the County shall complete the Phase [I Alternate Non -Port Facilities within twelve months from the earlier of (i) the date that the County approves the City's written development plan with respect to the Phase II Non -Port Property or (ii) the date the County receives written notice from the City that it does not intend to develop, or allow third parties to develop, the Phase II Non -Port Property, unless subject to Unavoidable Delays. Section 8.3 Project Costs. The County shall pay or cause to be paid all Project Costs subject to the funding of such Project Costs in accordance with the provisions of Subsections 5.5 and 5.7 of this Agreement. The Parties acknowledge that construction costs cannot be fixed due to the lack of control of the parties over the cost of labor, materials and equipment or over competitive bidding, and market conditions, and, accordingly, the exact amounts of the estimated construction costs for development of the Non -Port Facilities or the Alternate Non -Port Facilities may change once final plans and designs for the Non -Port Facilities or the Alternate Non -Port Facilities have been prepared for, and approved by, the Board. In the event the final construction cost estimates for such final plans and designs exceed the applicable Project Funds, the County shall not be responsible for such excess without -the prior approval of the County Board. Section 8.4 Manner of Construction of the Project. The construction of the Improvements on the Leased Property shall be in accordance with all applicable federal, state and local laws, ordinances, rules, regulations, and other applicable legal requirements and the Concept C!100 819Wsim 42 g6-462 57 Plans, the Preliminary Plans and the Construction Documents, as herein defined, which shall be i approved in the manner set forth below. Section 8.5 Design, Concept Plans and Preliminary Drawings. All improvements for the Port Facilities shall be designed by the County or its agents in a manner which is consistent with the Concept Plans. The design shall attempt to achieve an integrated site development with the Non -Port Facilities, if applicable, which attempts to maximize the flow of visitors through the Non -Port Facilities. The City acknowledges that prior to the execution of this Agreement, the County has submitted to the City, and the City has already approved, the Concept Plans for the construction of the Project. The County and the Developer will prepare preliminary drawings - d h felures for that will depict the stze and locations of all the Mon -Port Factlttytes structures an t e a the design of the Non -Port Facilities, if applicable. Section 8.6 Review and Approval of Preliminary Plans. The County shall submit Preliminary Plans for the Non -Port Facilities, if applicable, to the Mar a -Pare -Board for review and approval as follows: (a) Port Facilities. Notwithstanding any term or provision herein to the contrary, the City's sole right of review and approval of the Port Facilities is the right to approve the Concept Plans. The MqAtime41ar* Board has no right to review the Port Facilities. (b) Non -Port Facilities, The County in coordination with the Developer shall submit the Preliminary Plans to the Board for written approval. The plans need not include proposed tenant improvements unless such improvements materially. impact the aesthetics of the exteriors. including signam- aping and liahtina. Upon receipt of each set of Preliminary Plans representing a certain stage of construction, the Board shall review same and -shall promptly (but c WOCMI90 SAW 43 gr6=4O in any event within fifteen [ 15] calendar days after such receipt) give the County written notice of its approval or disapproval setting forth in detail each of its reasons for any disapproval. The Board's right to disapprove the Preliminary Plans submitted shall be limited to matters depicted in the Preliminary Plans which do not conform substantially to the design concept previously approved in the Development Agreement or previously approved Preliminary Plans for other stages of the Project or new elements not presented in the Development Agreement. Additionally, to the extent not inconsistent with the preceding sentence, the Board may require reasonable and proper design changes that do not materially alter the Development Agreement, or the previously approved Preliminary Plans or the construction budget. If no written response is delivered to the County within fifteen (IS) calendar days after + submission of such Preliminary Plans, or within five (5) calendar days of any resubmission thereof, they shall be deemed approved, except that no violation of applicable governmental statutes, ordinances, codes, plans, laws or regulations, shall be deemed waived thereby. In the event of a disapproval, the County shall, within a reasonable time from the date the County receives the notice of such disapproval resubmit such Preliminary Plans to the Board, altered to satisfy the reasonable and proper grounds given for disapproval. Any resubmission shall be subject to review and approval by the Board in accordance with the procedure hereinabove provided until same shall be approved by the Board. The Board and the County shall in good faith attempt to resolve any disputes concerning the Preliminary Plans. Section 8.7 Review and Approval of Construction Plans. Construction Plans shall consist of final working drawings and specifications including, without limitation, the following c. 00=01M.s,w E.. F i g6-462 01 information: definitive architectural drawings; definitive foundation and structural drawings, definitive electrical and mechanical drawings, final specifications, landscaping, and graphics. (a) Phase I Port Facilities. The final Construction Plans for the Phase I Port Facilities shall be submitted to the County's Building and Zoning Department for final construction permitting, with a notice and copy of such submittal to the City Manager. The City Manager may review such Construction Plans for compatibility with the Concept Plans only. The City Manager shall have thirty (30) days from receipt of the Phase I Port Facilities' Construction Plans in which to provide the County with written comments concerning the compatibility of such Construction Plans with the previously approved Concept Plans. The County shall consider all reasonable comments of the City Manager with respect to compatibility. The City and the County shall in good faith attempt to resolve any disputes concerning the compatibility of the Phase I Port Facilities' Construction Plans with the previously approved Concept Plans. (b) Phase I Non -Port Facilities. After approval of Preliminary Plans for the Phase I Non -Port Facilities, the County or the Developer, as the case may be, shall submit to the Board, two sets of Non -Port Facilities' Construction Plans when the Plans are 10% complete, 50% complete and 901% complete. The plans need not include proposed tenant improvements unless such improvements materially impact the aesthetics of the exteriors, including signage, landscaping and lighting. In addition, for the Phase I City Park the plans must include all site development, landscape architecture, signage, lighting and other amenities. Upon receipt thereof, the Board shall review same and shall promptly (but in any event within fifteen (15) days after such receipt), give the County, or the Developer, as the case may be, notice of its written approval or disapproval, setting forth in detail its reasons for any disapproval. C 0OC=I"SA" 45 60 96 - 462 The Board's rights to disapprove the Construction Plans submitted shall be limited to matters depicted in the Construction Plans which do not conform substantially to the approved Preliminary Plans or previously approved Construction Plans for other stages of the Project or are new Non -Port Facilities' elements not presented in the approved Preliminary Plans. If no response from the Board is delivered to the County or the Developer within fifteen (15) days after the submission of such Construction Plans, or within five (5) calendar days of any resubmission thereof as hereinafter provided, they shall be deemed approved, except that no violations of applicable laws, statutes, ordinances, codes, or regulations shall be deemed waived thereby. In the event of a disapproval, the County, or the Developer(s), shall, within a reasonable time from the date of its receipt of the notice of such disapproval, resubmit the Construction Plans for that stage to the Board altered to satisfy the grounds given for disapproval. The Board's determination of what constitutes matters that do not conform substantially to the approved Preliminary Plans or previously approved Construction Plans shall be final and conclusive. Any resubmission shall be subject to review and approval by the Board. Once the final Construction Plans for the Non -Port Facilities are approved by the Board, the County or the Developer shall submit them to the Ci 's Eeuniy' Building and Zoning Department, with notice and copies to the Coun Gnity Manager, for final construction permitting. Section 8.8 Performance and Payment Bonds. The County shall require and procure from the contractor or contractors undertaking any part of the construction and equipping of the , Leased Property, performance and payment bonds in connection with each of the contracts. The County shall also require from such contractor or contractors, waivers or releases of all liens or r 0OCs1481W-1I4 i WJ 96-464 61 rights of lien for labor and materials furnished in the construction and equipping of the Leased Property. Section 8.9 Insurance. The County shall require every such contractor to furnish insurance protecting the City and the County and their respective commissioners. officers, agents, and employees, as their interests may appear, against any claim for personal injuries, death claims, and property damage that may be asserted because of the construction and equipping, the insurance to be of that character and in those amounts as may be determined by the County Manager. Section 8.10 Conveyance by the County to the City. Upon the proper termination of this Agreement, whether by passage of time or otherwise, the County, in consideration of the granting of this Agreement by the City, grants and conveys unto the City the Port Facilities and, if applicable, the Non -Port Facilities, including all Improvements, buildings, structures and related amenities such as sidewalks, landscaping, curbs, driveways, bridges, docks, terminals, tunnels and fixtures, as well as all apparatus and equipment, trade fixtures or machinery necessary for the complete and comfortable use of the buildings and other structures, but excluding any property, equipment, or machinery of Sublessees or other third parties and further excluding any equipment primarily used for port operations, including, without limitation, gangways, conveyors, check in counters, signage, and computers. Notwithstanding the foregoing, in the event this Agreement is terminated while bonds issued to finance Project Costs are outstanding, such conveyance is subject to any leasehold mortgage or financing documents, including any provisions in such documents which allows a trustee, receiver, or lender to manage and operate the Project in order to preserve Revenues. Further, notwithstanding any provision herein to the contrary, no item or r ioocsMAK&W 47 62 ;76462 S provision hereof shall be construed as authorizing the City, during the term hereof or otherwise, to use or operate, or to allow third parties to use or operate, any of the Port Facilities or Non -Port Facilities as a Port. Section 8.11 City Property to Remain Free of Liens. The County shall have no power or right to and shall not in any way encumber the City's fee simple interest in the Leased Property. If any mechanics' liens shall at any time be filed against the Leased Property, the County shall promptly take and diligently pursue a cause of action to have the same discharged or to contest in good faith the amount or validity thereof and if unsuccessful in such contest, to have the same discharged. Upon the County's failure to do so, the City, in addition to any other right or remedy that it may have, may take such action as may be reasonably necessary to protect its interest, and the County shall be responsible for any and all costs incurred by the City in connection with such action, including all reasonable legal fees, costs and expenses. Section 8.12 Prompt Payment of Materialmen and Suppliers. The County shall make, or cause to be made, prompt payment of all money due and legally owing to all persons doing any work, including subcontractors, or providing supplies and equipment in connection with the development, construction, reconstruction or operation of the Project. Nothing in this section shall limit the right of the County to contest, in good faith, by legal proceedings or otherwise, whether any amount claimed or alleged to be due and owing to any such person is legally due and owing and the County may withhold payment of such amounts pending resolution of such dispute. Section 8.13 Permits and Authorizations. The City shall diligently assist the County with the platting of the FEC Property. The City shall diligently assist the County and its agents in obtaining all permits, including, without limitation, assignment of development rights provided for c i+ocs�sepoosu� 48 96-462 63 in the Downtown Area wide DRI, as well as all certificates and authorizations needed for the construction of the Project. Any City permits or other formal government approvals, when requested by the County from the City, will not be unreasonably withheld, delayed, or conditioned by the City. Section 8.14 County's Phase II Construction Obligations. In the event that the County elects to exercise the Phase I Option and/or the Phase II Option, the County shall construct and develop the Phase II Port Facilities and Phase II Non -Port Facilities (if applicable) in accordance with the provisions of this Article. ARTICLE 9 MAINTENANCE, REPAIRS AND IMPROVEMENTS Section 9.1 Repairs and Maintenance of Port Facilities and Non -Port Facilities. The County shall throughout the Agreement Term, maintain or cause to be maintained in good, clean and orderly condition and repair the Leased Property and all Improvements thereon including the Port Facilities and the Non -Port Facilities, if applicable. The County shall promptly make or cause to be made to the Non -Port Facilities and the Port Facilities all necessary repairs, renewals and replacements, exterior, structural and non-structural, whether made necessary or caused by fire or other cause or by ordinary wear and tear. All repairs, renewals and replacements shall be of good quality sufficient for the proper maintenance and operation of the Non Port Facilities and the Port Facilities and shall be constructed and installed in compliance with all applicable building codes. Nothing contained in this Agreement, other than the City's indemnity obligations contained herein, shall impose on the City the obligation to make any repairs or expend any monies for the maintenance of the Leased Property or the renewal, replacement, or repair of the Non -Port Facilities or the Port Facilities. The City shall be responsible, at the City's c 00cMIM.S 44 49 64 r6 46 St ' J sole cost and expense, for any maintenance, repairs, security or other costs resulting from or made necessary by the City's use of the City Park for Special Events, as defined in Section 18 hereof, i scheduled by the City or its agents. Section 9.2 Alteration of Non -Port Facilities. The County shall not make or permit to be made any alteration of, addition to, or change in, the Non -Port Facilities, nor demolish all or any part of the Non -Port Facilities, that materially changes or substantially alters the character of i j the Project without the prior consent of the City Manager, which consent shall not be unreasonably withheld, conditioned, or delayed. In requesting such consent the County shall comply with all applicable laws and ordinances, and shall submit to the City Manager detailed plans and specifications of the proposed work and an explanation of the need and reasons for it. The City shall notify the County and the Developer, if applicable, of its approval or objections, as i the case may be, as promptly as -possible after receiving the information, but not later than thirty (30) days from receipt thereof. The City's failure to timely respond within thirty (30) days shall be deemed an approval of such proposed alterations or work._ ARTICLE 10 USE OF LEASED PROPERTY Section 10.1 County's Right to Sublease, Grant Licenses and Grant Air Rights For the Non -Port Facilities. Except as otherwise provided herein, the County has the right to sublease all or any part of the Non -Port Facilities, including the granting of licenses and air rights over any portion of the Non -Port Facilities, in a manner which is consistent with this Agreement and subject to the Board's prior written consent, which consent shall not be unreasonably withheld, delayed, or conditioned, provided, however, no approval of the Board is required if the Sublease is for ten thousand (10,000) square feet or less of retail space. c 00CS s INaSaw 50 65 Section 10.2 County's Right to Sublease and Grant Licenses at the Port Facilities. Without the consent of the City, the County may enter into Subleases and grant licenses for the use of portions of the Port Facilities for purposes which are consistent with the operation of the Port Facilities. The County may also grant air rights over any portion of the Port Facilities in a manner consistent with this Agreement provided that such grant is approved by the City Manager, which approval shall 'not be unreasonably withheld, conditioned, or delayed. Section 10.3 Sublessees Right to Maintain Possession. The City agrees that any rights it may have to reenter and take possession of the Leased Property shall be subordinate to the rights of any Sublessee to continue peacefully in possession under any and all Subleases, provided that the Sublessee is not in default of any of the terms and conditions of its Sublease. The City further agrees that upon requests from Sublessees, it will grant such assurances to such Sublessees as may be requested of their continued right to occupy the Leased Property pursuant to the terms of their Subleases so long as they agree to attorn to the City and remain in compliance with the terms of such Subleases and provided further that any such Subleases do not extend beyond the expiration of the term of this Agreement and provided further that any Sublessee requesting such assurances of non -disturbance reimburses the City for any and all legal expenses incurred in connection with the review and approval of such request. Section 10.4 Right to Mortgage Leasehold and Subleasehold. The County shall have the right to mortgage and otherwise encumber its rights under this Agreement. Sublessees shall have the right from time to time to mortgage and otherwise encumber, with the prior approval of the County their rights under their Sublease, in whole or in part, by a Subleasehold Mortgage., The County shall provide the City with a copy of all Subleasehold Mortgages. There shall be no C OO=gI 51 � Oz subordination of the City's fee simple interest in the Leased Property to the lien of the Leasehold Mortgage or related financing nor shall the City be required to join in such financing. No leasehold Mortgage may impose any lien upon the City's fee simple interest in the Leased Property. The County and City agree that any remedy for a default by a Sublessee under the terms of a financing shall be limited to the appointment of a receivership or the assumption of the Sublessees obligations by the Subleasehold Mortgagee or a replacement entity selected by the Subleasehold Mortgagee. Section 10.5 Compliance by County and the City. Throughout the term of this Agreement, the Parties'shall promptly comply with all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, and ordinances including all Environmental Laws affecting all or any portion of the Leased Property including its uses. Additionally, the County shall require all Sublessees and licensees to comply with all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, and ordinances, including all Environmental Laws affecting all or any portion of the Leased Property, including its uses. The County will discharge any and all obligations incurred by it, or cause any Sublessees to discharge any and all obligations incurred by them, which give rise to any liens on the Leased Property, it being understood and agreed that the County and any Sublessees shall have the right to withhold any payment so long as they are in good faith disputing liability for or the amount of such liens, provided any contest of liability or amount operates as a stay of all sale, entry, foreclosure, or other collection proceedings in regard to such obligations. Section 10.6 Contest by County. The County and any of its Sublessees shall have the right to contest the validity or application of any statute, law, rule, order, regulation, or ordinance c.DOMBIM-SA t 52 67 g6-462 by appropriate legal proceedings diligently conducted in good faith, in the name of County or, where appropriate, such Sublessees. City hereby agrees to execute and deliver any necessary papers, affidavits, forms or other such documents necessary for the County or any Sublessee to contest the validity or application of any such statutes, laws, rules, orders, regulation, or ordinance. Section 10.7 Devote the Leased Property to Uses Specified in This Agreement. The County and any of its Sublessees or licensees shall restrict the use of the Leased Property to those uses specified in this Agreement and allowed by Applicable Laws and ordinances. Section 10.8 Gaming. In the event that gaming is legalized or authorized within the State of Florida or Dade County and the City of Miami, it is hereby specifically agreed that the Leased Property may be used for such purposes pursuant to licensing from the appropriate governmental authorities, subject to the limitations set forth in Section 19.6 herein. If the Leased Property is used for gaming activities, the City shall be entitled to receive additional consideration in an amount which shall be negotiated by the Parties based on the revenues received by the County from such gaming operation. The City shall not receive additional consideration for any revenues received from any gaming vessels for wharfage, dockage fees or other published port tariff, exclusive of any extraordinary tariff imposed solely on gaming operations . Section 10.9 Estoppel Certificates from City. Upon the request of the County or any Subleasehold Mortgagee or Sublessee, the City agrees, within twenty (20) days after such request, to give such requesting party an estoppel certificate stating whether or not (i) the County or Sublessee is in default pursuant to the terms of this Agreement or Sublease; (ii) this Agreement or Sublease is in full force and effect; and (iii) this Agreement has been modified. c woM"i"Osur 53 � 6�-462 Section 10.10 Waiver of Landlord Lien. In order to enable the County and any Sublessee to secure financing for the purpose of fixtures, equipment, and other personalty to be located on or in the Leased Property whether by Security Agreement and Financing Statement, Chattel Mortgage or other form of security instrument, the City hereby does and will from time to time, upon request, execute and deliver an acknowledgment that it has waived its "landlord's" or other statutory or common law liens securing payment of rent or performance of the County's other covenants under this Agreement. Section 10.11 Notice to Landlord of Leasehold and Subleasehold Mortgages. An executed counterpart or a certified true copy of each Leasehold and Subleasehold Mortgage shall be delivered to the City together with written notice specifying the name and address of such Subleasehold Mortgagees to which notices shall be sent. For the benefit of any such Subleasehold Mortgagee who shall become entitled to notice as provided in Subsection 10.12 below, the City agrees, that it will not accept a voluntary surrender of the Leased Property or a voluntary cancellation of this Agreement from the County prior to the expiration of the Agreement Term and will not make any material amendment to this Agreement which materially affects the substantive rights of a Subleasehold Mortgagee, without, in each case, the prior written consent of each Subleasehold Mortgagee under this Agreement, which consent shall not unreasonably withheld. The foregoing is not meant to prohibit a sale of the fee to the County. Section 10.12 Notices to Subleasehold Mortgagee(s). No notice of the County's default shall be deemed to have been given by the City to any Sublessee unless and until a copy has been given to the Subleasehold Mortgagee, if any, provided that such Sublessee Mortgagee shall have notified the City of its name, address and its interest in the Leased Property prior to the C 00=8190O.SAN 54 City's issuance of such notice. The County irrevocably directs that the City accept and the City agrees to accept, performance and compliance by any such Subleasehold Mortgagee or Sublessee. of and with any of the terms of this Agreement with the same force and effect as though kept, observed or performed by the County, but the City shall not be obligated to accept such performance and compliance if, at any such time, the City shall not be furnished with evidence reasonably satisfactory to the City of the interest in this Agreement claimed by the party tendering such performance and compliance. Nothing contained herein shall be construed as imposing any obligation upon any such Subleasehold Mortgagee or Sublessee to so perform or comply on behalf of the County. ARTICLE 11 INSURANCE AND INDEMNIFICATION Section 11.1 Indemnification. To the extent permitted by law, and subject to the applicable limitations set forth in Florida Statutes Section 768.28, the City shall indemnify and save the County, harmless from any and all claims, liability, losses or damages and causes of action, to the extent arising out of the performance or non-performance of this Agreement by the City, its employees, agents, contractors and subcontractors. The City shall pay all claims and losses in connection therewith, and shall defend all suits, in the name of the County where applicable, including appellate proceedings, and shall pay all costs, judgments and attorneys fees. However, nothing herein shall be deemed to require indemnification of the County for any liability or claims to the extent arising out of the negligence, performance or lack of performance of the County or its officers, employees, Sublessees, licensees or agents. To the extent permitted by law, and subject to the applicable limitations set forth in Florida Statutes Section 768.28, the County shall indemnify and save the City harmless from any c 000WIPONSW 55 70 ' 2 i 1 and all claims, liability, losses or damages and causes of action, to the extent arising out of fperformance or non-performance of this Agreement by the County, its employees, agents, contractors and subcontractors. The County shall pay all claims and losses in connection therewith, and shall defend all suits, in the name of the EoaM54City where applicable, including appellate proceedings and shall pay all costs, judgments and attorneys fees. However, nothing herein shall be deemed to require the indemnification of the City for any liability or claims to the extent arising out of the negligence, performance or lack of performance of the City or its officers, employees, Sublessees, licensees or agents. Section 11.2 Insurance. (a) Property Insurance. The County shall insure; any Port Facilities' improvements or structures located on the Port Property subleased -pry against all losses in the same manner and to the same extent that it insures other property owned by the County- or 6i) require any Sublessee in the Sublease to insure their Subleasehold in the Port Property or Non -Port PropeML Notwithstanding the foregoing, the County shall have no obligation to insure any portion of the Non -Port Facilities or the Alternate Non -Port Facilities, except as the County may agree to in any Sublease. (b) Liability Insurance. The City recognizes that the County has an ongoing self insurance program for Public Liability, Automobile Liability and Workers Compensation in compliance with and subject to the limitations of Section 768.28, Florida Statutes. Section 11.3 Insurance Proceeds. In the event the County receives insurance proceeds in excess of the damages incurred, the excess insurance proceeds shall be used first in accordance r womist oo.&w 56 with any applicable bond provisions and in the absence of such provisions, by the County for any lawful purpose. ARTICLE 12 DAMAGE OR DESTRUCTION OF LEASED PROPERTY Section 12.1 Definitions. The phrase "Completely Destroyed" shall be construed to mean (a) the destruction of the safe, tenantable use or occupancy of the Port Facilities or the Non -Port Facilities under this Agreement, or (b) damage to the extent of fifty percent (50%) or more of the Non -Port Facilities or the Port Facilities. Section 12.2 )Bond Requirements. ' In the event the County finances the Port Facilities and/or the Non -Port or Alternate Non -Port Facilities, as the case may be, with bonds that are backed by a pledge of the revenues of the Seaport Department and until such bonds and any refunding bonds are no longer outstanding, the provisions pertaining to damage and/or destruction of Port property which will include Port Facilities, Non -Port Facilities or Alternate Non -Port Facilities, as the case may be, set forth in the bond ordinance or indenture which authorized the bonds shall prevail and take priority over the provisions of this Article to the extent there is any conflict. Section 12.3 County's Duty to Restore Port Facilities and Non -Port Facilities If, at any time during the Agreement Term the Port Facilities and/or the Non -Port Facilities, or any of its parts shall be partially damaged or destroyed by fire or other casualty, the County covenants that, if the cost of renewing, replacing, or reconstructing the damaged or destroyed property, as determined by the lowest qualified bidder, shall not exceed the proceeds of insurance and other moneys available to the County for such purpose, it shall promptly commence and diligently 57 R, 6 - 4 62 proceed with the renewal, replacement, or reconstruction of the damaged or destroyed property to the same value, conditions and character which existed immediately prior to such damage or destruction, subject to such changes or alterations as the City may approve upon the request of the County. If the cost of such renewing, replacing, or reconstruction exceeds the proceeds of insurance and other moneys available for such purpose, then in that event, the County shall within six (6) months after this damage or destruction and as soon as reasonably practicable, at its sole cost and expense, or using such financing, including using such fundsobtained from financing backed by Revenues, as may be approved by the City (but using along with the County's funds insurance proceeds available for that purpose) repair, alter, restore, replace or rebuild to as close to the same value, conditions and character which existed immediately prior to such damage or destruction as available insurance proceeds will allow, subject to such changes or alterations as the City may approve in conformity with the provisions of this Agreement and modern construction techniques and methods. Subject to the City Commission's approval, and any rights of approval which any of the County's Sublessees may have, the County may construct Improvements which are larger, smaller or different in use and represent the highest and best use of the Leased Property. The County agrees that it will use its reasonable efforts to ensure that the Port Facilities or any of its parts does not remain damaged such that it interferes with the operation o& or the access to, the Non -Port Facilities. Section 12.4 Termination of Lease In The Event of Complete Destruction. In the event that the Port Facilities and/or the Non -Port Facilities are Completely Destroyed, the County may elect not to restore the same. In such event the County shall have the right to terminate this Agreement and its obligations under this Agreement by giving written notice to City within sixty 58 96-462 73 (60) days after such Complete Destruction. In the event of such termination the County shall cause to have removed from the Leased Property any and all debris and rubbish and unless otherwise directed by the City shall demolish any structures remaining upon the Leased Property so as to return possession of the Leased Property in a clean and safe condition. In the event the County elects not to terminate this Agreement, the County shall within thirty-six (36) months after the Complete Destruction, and as much sooner as is reasonably possible, at the County's sole expense or using such financing, including using such funds obtained from financing backed by Revenues, as may be approved by the City (but using along with the County's own funds insurance proceeds and other moneys available for that purpose) replace, renew and reconstruct the Port Facilities and/or the Non -Port Facilities with Improvements of the same value, conditions and character which existed immediately prior to such damage or destruction, subject to such changes or alterations as the City may approve in conformity with the provisions of this Agreement and modern construction techniques and methods. Subject to the City Commission's approval, and any rights of approval which any of the County's Sublessees may have, the County may construct Improvements which are larger, smaller or different in use and represent the highest and best use of the Leased Property. The County agrees that it will utilize reasonable efforts to ensure that the Port Facilities or any of its parts does not remain damaged such that it interferes with the operation of, or the access to, the Non -Port or the Alternate Non -Port Facilities. 'Section 12.5 Abatement of Rent. The County shall be entitled to abatement, allowance, reduction or suspension of the Annual Base Rent due the City under this Agreement in proportion to the portion of the Leased Property affected, should part of or aH o& the Leased Property become untenable for its intended use. Such abatement, reduction, or suspension of the C* VWS s LW,"W 59 74 :.a 4 ti Annual Base Rent shall continue for the period of time necessary to reconstructor repair the portion of the Leased Property rendered untenable, but in no event shall such period of time be in excess of three (3) years. In such event. the parties shall utilize whichever one of the following methods of calculating rent abatement which produces the largest reduction of the Annual Base Rent. Current Fiscal Year Net Revenue Prior Fiscal Year Net Revenue OR Unaffected Square Footage Total Project Square Footage X the Annual Base Rent X the Annual Base Rent Section 12.6 Disposition of Insurance Proceeds Upon Termination of Lease as a Result of Complete Destruction. The Parties agree to the following provisions that shall survive ' the termination of this Agreement and that shall be applicable in the event this Agreement is terminated pursuant to the provisions of Section 12.4. All insurance monies shall be first applied to pay the aggregate outstanding dew Debt Service Requirements and the balance of such insurance monies shall be paid to the County. ARTICLE 13 MANAGEMENT, OPERATIONS AND (DISPOSITION OF PORT FACILITIES Section 13.1 Management and Operations. The County shall, during the term of this Agreement, exercise exclusive control over the management, operations, and functions of the Port C. 00CSL4 ION SW We �Qj-462 75 Facilities, including, without limitation, bulkheads, utilities, dredging, maritime terminals, roadways and ancillary facilities, and the Parking Facilities, all in accordance with the provisions of this Agreement Section 13.2 County Jurisdiction Upon the Leased Property. Pursuant to Section 125.015, Florida Statutes (1993), the County shall have exclusive jurisdiction over the Port Facilities' portion of the Leased Property, including, without limitation, jurisdiction over police services and building, laP nnin¢ and zoning. Notwithstanding that the County has exclusive jurisdiction over the Port Facilities' portion of the Leased Property, and pursuant to Article I, Section 1.01(17) and Article V, Section 5.06 of the Home Rule Charter of Metropolitan Dade County, the City, at its sole cost and expense, shall provide all necessary firefighting, fire -rescue, paramedic, and fire -inspection services to the FEC Property and the Bicentennial Property, including, without limitation, all Improvements made thereto and all activities conducted thereon. In addition. the City shall retain jurisdiction, authority. and responsibility for providing to all portions of the Leased Property, other than the Port Facilities at the Cites sole cost and expense, all necessary municipal services including, without limitation. police, building, zoning and planning services. The cost to the City of providing such municipal services shall not be treated as a Pro-ject Cost Notwithstanding the foregoing. the County has the right to supplement the Citv's Rolice and security forces anywhere on the FEC Property or the Bicentennial Property_with Count/ police officers or Seaport Department security staff but the County is under no obligation hereunder to do so. Section, 13.3 Compliance With All Laws. The County shall operate the Port Facilities, at all times in accordance with all applicable laws and regulations. C VOi'SlSBi90 "i ' Col Y✓ l� 462 It Section 13.4 Transfer of Port Facilities. In the event that the County ceases to operate the Port Facilities, due to the early and proper termination of this Agreement or the expiration of the Agreement Term, title to all Port Facilities shall vest in the City. In such event, the County ' shall, at County's sole cost and expense, retrofit the Port Facilities for non -maritime uses, n Count funds arising provided that none of the costs of such retrofitting shall be payable from any y g f from ad valorem taxation, and provided further that the costs of such retrofitting shall not exceed Two Million Dollars ($2,000,000) at the end of the Agreement Term, provided however, that in 1 the event this Agreement is terminated earlier the cost shall be adjuswd4*4be-e -this j A�-i��etat akaf$s follows: I (a) Five Hundred Thousand Dollars ($500,000) for Lease Years one (1) through ten (10). (b) Seven Hundred Fifty Thousand Dollars ($750,000) for Lease Years eleven (11) through twenty (20). i j (c) One Million Dollars ($1,000,000) for Lease Years twenty-one (21) through thirty (30). (d) One Million Two Hundred Fifty Thousand Dollars ($1,250,000) for Lease Years thirty-one (31) through forty (40). (e) One Million Five Hundred Thousand Dollars ($1,500,000) for Lease Years forty-one (41) through forty-four (44). (f) Two NMon Dollars ($2 000 000) for Lease Year forty-five (45). Section 13.5 Limitation on Use of Port Facilities. 'Whenever title to the Port Facilities is vested in the City, under no circumstances shall the City, its employees, tenants, agents, contractors, or assigns use or operate, or allow any third party to use or operate, any of the Port 62 96-46 77 .Facilities, as a public or private port facility without the prior consent of the Board of County Commissioners, as provided for in Section 2- l l 6 of the Code of Metropolitan Dade County, The prohibition contained in the preceding sentence shall survive both the expiration and/or termination of this Agreement. ARTICLE 14 DEFAULT Section 14.1 Events of Default. Any one or more of the following shall constitute an "Event of Default": (a) The failure of the County to pay any installment of Annual Base Rent, Percentage Rent, Preferential Distribution or any other payment due or required under this Agreement when due and the continuance of the failure for a period of thirty (30) days after notice thereof in writing from the City to the County. Notwithstanding the foregoing, in the event the City and County have a bona fide dispute as to the proper amount of Annual Base Rent, Percentage Rent, or Preferential Distribution due, the County's failure to pay the disputed amount prior to the resolution of such dispute shall not be deemed an Event of Default, provided the County has timely paid to the City the portion of the amount due that is not in dispute. (b) A breach by the City of any warranty set forth in this Agreement. (c) The failure of the City or the County to perform any of the other covenants, conditions and requirements of this Agreement, and the continuance of such failure for a period of ninety (90) days after notice thereof in writing, which notice shall specify the respects in which the notifying party contends that the party being notified has failed to perform any of the covenants, conditions and agreements, provided, however, if the failure to perform cannot be cured in a practicable manner within ninety (90) days, the curative period shall be extended as necessary to c 00 ► 81"O..SAW 63 give the defaulting party a reasonable opportunity to cure, not to exceed one year from notice of such default. Section 14.2 Remedies in Event of Default. For an Event of Default on the part of the City, which occurs prior to the third Ord anniversary of the Commencement Date, the County may, at its sole discretion, terminate this Agreement without any liability to the City, and all County obligations arising under this Agreement shall cease upon the County providing the City with written notice of such termination. For an Event of Default by the County, which occurs prior to the third Ord anniversary of the Commencement Date, the City may, in its sole discretion, terminate this Agreement without any liability to the County other than the City's right to retain any or all of the development fee - initial p"ent received from the County pursuant to Section 7.1 hereof . The City agrees that any lender or Sublessee of the County shall have the right to cure a default by the County. For any Event of Default by the County or the City occurring after the third anniversary of the Commencement Date the parties shall have the right to pursue any or all of the following remedies: (i) the right and option to terminate this Agreement and all its obligations hereunder by giving notice of such election to the Party in -default, whereupon this Agreement shaU terminate as of the date of such notice (subject, however, to the rights of any Sublessee); (ii) the right to a writ of mandamus, injunction or other similar relief, available to it under Florida law; or (iii) the right to maintain any and all actions at law or suits in equity or other proper proceedings to obtain damages resulting from such default. c.ioocMIM..&W M � 6 462 79 Section 14.3 Curative Period, No Event of Default, except a monetary Event of Default as set forth in Section 14.1(a) hereof, shall occur until any applicable curative period has lapsed without the actor breach complained of in the notice of default being cured. Section 14.4 Waivers to Be in Writing. The receipt of Annual Base Rent or Percentage Rent or any other payment of money due or. required under this Agreement by the City, with knowledge of any breach of this Agreement by the County or of any default on the part of the County in the observance or performance of any conditions, covenants or requirements of this Agreement, shall not be deemed to be a waiver of any provision of this Agreement unless agreed to and authorized in writing by the City Manager. The receipt by the City of any Annual Base Rent or Percentage Rent or any other sum of money or any other consideration paid by the County after the termination, in any manner, of the Agreement Term demised, shall not reinstate, continue or extend the Agreement Term demised, unless so agreed to in writing and signed by the County and the City. Section 14.5 Obligations, Rights and Remedies Cumulative. The rights and remedies of the Parties to this Agreement, whether provided by law or by this Agreement, shall be cumulative, and the exercise by either parry of anyone or more of such remedies shall not preclude the exercise by it, at the same or different times, of any other such remedies for the same default or breach or of any of its remedies for any other default or breach by the other party. Section 14.6 Rights of Sublessees. If the City shall have given notice to any Sublessee or lender, as required by this Agreement, such Sublessee or lender shall have, and be subrogated to, any and all rights of County with respect to the curing of any such Event of Default but shall also have the right to extend the period of time for curing of any such Event of Default for an C.ID0=81NO&W 65 " 6. additional period of ninety (90) days from the date contained in the notice given pursuant to Article 10 of this Agreement, or in the case of an Event of Default which cannot be cured within said ninety (90) day period, for such additional period as, with all due diligence and in good faith, is necessary to cure the Event of Default. Section 14.7 Rights and Limitations of City After Termination Following County Default. At any time or from time to time after the termination, in any manner, of this Agreement the City may relet the Port Facilities or any part thereof, for such Agreement Term (which may be greater or less than the period which would otherwise have constituted the balance of the term of this Agreement) and on such conditions (which may include concessions or free rent) as the City, in its sole discretion, may determine and may collect and receive the rents therefor. Notwithstanding the foregoing, the City shall not permit its agents, assigns, employees or any third party to use or operate, the Leased Property, including the Port Facilities as a public or private port facility without the prior approval and consent of the Board of County Commissioners as provided in Section 2-11.6 of the Metropolitan Dade County Code. The County hereby agrees that the City may utilize the Leased Property for the following maritime purposes: (a) A public or commercial marina for small pleasure crafts and (b) For docking and operating dinner boats not exceeding one hundred and fifty feet { (150) in length and eight feet (8) draught, except as may be permitted by the Seaport Department. Section 14.8 Surrender of Property. Upon the expiration of the Agreement Term, or upon the proper termination of this Agreement at the option of the City as a result of an Event of Default by the County, the County will at once without process of law, peaceably surrender C. WOCSlS8IWO SIW 96-462 81 possession of the Leased Property and the Port Facilities and the Non -Port Facilities to the City and remove all its personal property from it, subject to the Section 8.104 of this Agreement, provided that the foregoing shall not be construed as in any way limiting the County from exercising any rights, defenses, or remedies it has hereunder, at law, equity, or otherwise. ARTICLE 15 CONDEMNATION Section 15.1 Total Taking. If at any time during the Agreement Term the whole of the Leased Property shall be taken for any public or quasi -public use under any statute or by right of eminent domain, or by private purchase in lieu thereof, then this Agreement, on the earlier of (i). the date that title shall be taken, or (ii) the date the condemning authority takes possession thereof, shall automatically terminate, and shall be of no further force, and the County shall be released from all obligations set forth in this Agreement, except for the payment of rent or other monies which have accrued and are then due to the City. Subject to any obligations to bondholders under the applicable ordinance or indenture, all compensation awarded or paid upon such a total taking of the Leased Property shall belong to the County except for any compensation attributable to the value of land, which shall belong to the City. Section 15.2 P'artiall Taking. If any part of the Leased Property shall be so taken as to render the remainder thereof unsuitable for the purposes for which the Leased Property was leased, then the City and the County shall each have the right to terminate this Agreement, within ninety (90) days notice to the other after the date of such taking. Subject to any obligations to bondholders under the applicable ordinance or indenture, all compensation awarded or paid upon such a partial taking of the Leased Property shall be divided as provided in Subsection 15.1 C. VoiCSlSB1W.&W 67 g � A62 above. if any part of the'Leased Property shall be so taken and this Lease shalt not terminate or be terminated under the provisions above, then the Annual Base Rent shall be equitably apportioned according to the area so taken, and the County shall restore the remaining portion of the Leased Property to the extent necessary to render it reasonably suitable for the purposes for which it was leased. ARTICLE 16 RENEWAL AND REPLACEMENT FUND Section 16.1 Renewal and Replacement Fund. To the extent required by the financing documents for Phase I and/or Phase II and subject to any other applicable bond documents, there shall be created and designated a Maritime Park Project Renewal and Replacement Fund (the "Renewal and Replacement Fund"), to be established by the County. The County shall deposit annually in such fund an amount determined by the consulting engineers employed by the Seaport Department. Only such cash deposits to the Renewal and Replacement Fund shall be treated as a component of Net Net Revenues, per Article 7 herein. Expenditures from the Renewal and Replacement Fund shall not be included in the determination of Net Net Revenues herein. Funds held for the credit of the Renewal and Replacement Fund shall be disbursed with respect to the Maritime Park Project to pay the cost of unusual or extraordinary maintenance and repairs, the cost of acquiring, installing or replacing equipment and acquiring and constructing additions and any engineering, legal and administrative expenses related to the foregoing. Any earnings to the credit of the Renewal and Replacement Fund shall remain in the Renewal and Replacement Fund, and be used each year as a reduction of the required deposit recommended by the consulting engineer for such Fiscal Year. r taw=819W.UW 0.1 68 96-462 Section 17.1 Environmental Warranty of County. The County warrants and represents that it will not knowingly or unlawfully use or employ the Leased Property, or any of the facilities thereon to handle, transport, store, treat, or dispose of any hazardous or toxic wastes, materials, or polluting substances, on the Leased Property, excluding any such wastes, materials, or substances existing on the Leased Property on or before the Agreement Date and further excluding any such wastes or substances that may migrate onto or under the Leased Property from adjoining land or water after the Agreement Date. The County warrants and represents that it will not knowingly conduct any activity on the Leased Property in violation of - any applicable Environmental Laws and that it will require that all activities on or relating to the Leased Property be conducted in full compliance with all Environmental Laws and all terms, conditions and requirements of any and all permits, licenses, consents, approvals, and authorizations of any federal, state, or local regulatory agencies or authorities. Section 17.2 Environmental Warranty of City. The City warrants and represents that it will not knowingly or unlawfully use or'employ the Leased Property, the FEC Property, or the Bicentennial Property, or any of the facilities thereon to handle, transport, store, treat, or dispose of any hazardous or toxic wastes, materials or polluting substances on the Leased Property, the FEC Property, or the Bicentennial Property, excluding any such wastes, materials, or substances existing on the Leased Property or Bicentennial Property on or before the Agreement Date. The City warrants and represents that it has disclosed to the County all information, in the City's possession, custody, or control relating to environmental contamination at, on, or under the I Leased Property and the Bicentennial Property, including the presence of any hazardous or toxic C. ioocsuRIM4 " 69 84 6 "°' 4 62 wastes, materials, or sub9tances, on any portion of the Leased Property or the- Bicentennial Property. The City warrants and represents that it will not knowingly conduct any activity on the Leased Property or the Bicentennial Property in violation of any applicable Environmental Laws and that any activity on or relating to the Leased Property or the Bicentennial Property will be conducted in full compliance with all Environmental Laws and all terms, conditions and requirements of any and all permits, licenses, consents, approvals, and authorizations of any federal, state, or local regulatory agencies or authorities, and that it will insure that no activities take place in areas owned, leased, or controlled by the City, that surround or are in proximity to the Leased Property, the FEC Property, or the Bicentennial Property that may result in environmental contamination or hazardous or toxic waste or materials being deposited on, or migrating to, onto, or under the Leased Property, the FEC Property, or the Bicentennial Property. Section 17.3 Allocation of Liability for Existing Contamination on the Leased Property. The Parties agree that prior to the execution of this Agreement, the County has performed a Phase I environmental audit of the Leased Property and the Bicentennial Property. - - fr e , iGj Cr1�:Jr+--1Bi9, fr e , iGj Cr1�:Jr+--1Bi9, Medt r vx=ei9oo.s m 70 96-462 4 notwithstanding the foregoing in the event that the Leased Property is at any time found to not be in compliance with the applicable Environmental Laws or that contaminants have been or are being discharged, emitted, transmitted or otherwise released into the environment (the "Existing Contamination"), the City and County, subject to the provisions of subsection 17.4 below, hereby agree to undertake the necessary remedial action required on the Leased Property by all federal, state, local regulatory agencies or authorities. In the event Existing Contamination is found to exist on the Leased Property, the City and the County agree to contract with an environmental firm mutually acceQtable to both. -whose function shall be to determine the source of the Existing Contamination and attribute or allocate. responsibility for such Existing Contamination to either the City or the County, or both, as the case may be. The environmental firm shall allocate responsibiliy to the CiIY for any Existing Contamination which the environmental firm determines was caused prior to the Agreement Date. The City and the County agree that the cost of such environmental firm is to be apportioned equally between the City and the County, and the Cou&s share is to be treated as a Project Cost. Section 17.4 Allocation of Financial Responsibility for Cleanup of Existing Contamination. The Parties hereby agree that the County shall be responsible for undertaking any and -all cleanup required on the Leased Property for Existing Contamination, subject to the limitations, conditions, and reimbursement provisions contained herein. For purposes of this Article, Existing Contamination cleanup costs shall include the amount of funds actually expended by the County or its authorized agents or contractors, after the Agreement date, to remove, C �DOC=M900.14f 71 �1 transport, dispose and/or otherwise remediate Existing Contamination from the Leased Property, including, without limitation, (i) all direct and indirect construction costs, (ii) all soft costs associated with such cleanup or remediation, including, without limitation, consulting or legal fees, design fees, environmental audit fees, remediation studies, etc., (iii) all costs associated with the removal, transportation, disposal, storage, incineration, dumping, and/or monitoring of the Existing Contamination, and costs of required monitoring all or portions of the Leased Property for signs of contamination, and (iv) civil penalties arising from such Existing Contamination if imposed against City and/or County after the Agreement Date, but excluding any criminal penalties, fines, or sanctions arising from or relating to the Existing Contamination, (hereafter "Cleanup Costs"). Notwithstanding any term or provision herein to the contrary, if the environmental firm attributes responsibility to the City for the Existing Contamination. the City shall be solely responsible for all costs relating to or arising from the such Existing Contamination other than the Cleanup Costs. Conversely, if the environmental firm attributes responsibility to the Cog= for the Existing Contamination. the County shall be solely- responsible for all costs relating to or arising from such Existing Contamination other than Cleanup Costs, provided however such expense is treated as a Project Cost._ The Cleanup Costs for the Existing, Contamination on the FEC Property for which the City is found to be responsible by the environmental firm. shall be paid as -follows: (i) The City shall pay the initial Cleanup Costs up to an amount of two million dollars ($2,000,000) for Phase I. Such payments shall be made by the City in the form of Annual Base Rent abatement, of up to one million dollars ($1,000,000) per year to be so abated and collected C. WOM%W"O.UW 72 87 .)6 ` 462 y u� 1 by the County from the subsequent Annual Base Dent payments due to the City, under Section i.2(a) hereof, after expenditure of such funds by the County until the amount of abated annual Base Rent equals the amount of expended Phase I Cleanup Costs up to $2 million. (ii) If the Phase I Cleanup Costs exceed the two million dollars ($2,000,000) reimbursed by the City to the County as provided above, the County shall be responsible for the payment of the remaining Phase I Cleanup Costs up to a maximum of two million dollars ($2,000,000) and such expenditures by the County shall be considered as Project Costs. (iii) To the extent the Phase I Cleanup Costs exceed four million dollars ($4,000,000), the County shall be responsible for fifty percent (50%) of any excess and such expenditures by the County shall be considered as Project Costs. The City shall be responsible for the other fifty percent 50% of Phase I Cleanup Costs in excess of four million dollars ($4,000,000) (4he Gity-s "D�Tre and such expenditures by the City shall initially be paid by the County, provided all such advance County payments shall be treated as Project Costs. The County shall be reimbursed by the City in the form of a deduction from any Preferential Distribution or Percentage Rent due, or to become due, to the City under Section 7.2(b): Uc hereof until all such advanced County payments have been fully reimbursed. The Cleanup Costs for the Existing Contamination on the FEC Property for which the County is found to be solely responsible by the environmental firm. shall be paid solely by -the County -but shall be treated as a Project Cost. The Cleanup Costs for Phase 11 efthe Leased Pfepeny the Existing Contamination on the Phase II portion of the Leased Property for which the City is found to be responsible for by the environmental firm, shall be paid as follow f - Phase H: r tAOCSIM➢O &W . ::1 73 q6-462 (i) The City shall pay the initial Phase lI Cleanup Costs in an amount up to two million dollars ($2,000,000). Such payment shall be made by the City in the form of Annual Base Rent abatement, of up to one million dollars ($1,000,000) per year to be so abated and collected by the County from the subsequent Annual Base Rent payments due to the City under Section 7.2(a) hereof after expenditure of such funds by the County. (ii) If the Phase II Cleanup Costs exceed the two million dollars ($2,000,000) reimbursed by the City to the County as provided above, the County shall be responsible for the payment of up to an additional two million dollars ($2,000,000) of such costs and such expenditures by the County shall be treated as Project Costs. (iii) The County shall be responsible for fifty percent (50%) of any amount in excess of four million dollars ($4,000,000) for Phase II Cleanup Costs and such expenditures by the County shall be considered as Project Costs. The City shall be responsible for the other fifty percent (50%) of Phase 11 Cleanup Costs in excess of $4 million and such expenditure by the City shall initially be paid by the County, provided that all such advanced County payments shall be treated as Project Costs. The City shall promptly reimburse the County for all of such advanced payments in the form of abatement of Annual Base Rent due, or to become due, to the City by County under Section 7.2(a) hereof, provided such abatement shall not exceed fifty percent (50%) in any given Lease Year. Such abatement of the County's Annual Base Rent shall continue until c.i, rr�•.. n' rr n,...:,... , the county have been fully Eee�r's all such advance payments o���� reimbursed. c. 0oMU19M..sur 74 96®462 89 The Cleanup Costs for the Existing Contamination on the Phase II portion of the Leased Property, for which the County is found to be solely responsible by the environmental firm, shall be paid by the County and shall be treated as a Project Cost. Section 17.5 County's Liability for Contamination During Term of Agreement. The County agrees to undertake at the County's sole cost and expense, any environmental remediation resulting from a release of hazardous materials, hazardous waste or hazardous substances occurring on or from the Leased Property in connection with any acts or activities of the County or the County's agents, lessees or licensees during the Agreement Term, excluding any Cleanup Costs associated with the Existing Contamination and any environmental remediation resulting from or necessitated by the acts, omissions, or activities of the City, or the City's agents, employees, lessees or licensees. Section 17.6 City's Liability for Contamination During Term of Agreement. The City agrees to undertake at the City's sole cost and expense, any environmental remediation resulting from or necessitated by a release of hazardous materials, hazardous waste or hazardous substances occurring on or from the Leased Property or the Bicentennial Property in connection with acts emissions or activities of the City or the City's agents, or licensees during the Term of this Agreement, excluding any remediation necessitated by the acts, emissions, or activities of the County, or the County's agents, employees, lessees or licensees. Section 17.7 Party's Indemnity. If the County's or the City's warranties and representations contained in Subsections 17.1 and 17.2, respectively, are materially false or substantially breached, the breaching or falsifying party agrees to defend, indemnify, and hold harmless the other party and its agents, officials, and employees, to the fullest extent permitted by c toocsmim-Uu 75 W, / law, from and against any and all claims, causes of action, or demands, in law or in equity. including but not limited to, all lien claims, administrative claims, claims for injunctive relief, claims of property damage, natural resources damages, environmental response and clean up costs, fines, civil penalties, and expenses (including without limitation, counsel fees, consultant fees and expert fees, costs and expenses incurred in investigation and defending against the assertion of such liabilities), which may be sustained, suffered or incurred by the said other party, its agents, officials or employees and that arise out of or materially relate to the Leased Property, the EEC Property, or the Bicentennial Property. ARTICLE 18 PHASE II OPTION Section 18.1 Option to Lease and Develop Bicentennial. In consideration for the services provided by the County, as set forth in Subsection 18.4 hereof, the City hereby grants to the County the Phase II Option. The County may exercise the Phase II Option at any time during the Phase II Option Term, provided, however, that the County is not in default under the terms of this Agreement and that it exercises the Phase U Option in accordance with the provisions set forth in this Article. Section 18.2 Exercise of the Phase II Option. The Phase II Option shall be exercised, in whole or in part, by written notice from the County to the City (the "Option Notice."). The Option Notice must be received by the City no later than the last day of the Phase 11 Option Term. Section 18.3 Termination of Option. The County shall have the right to terminate the Phase II Option at any time during the Phase II Option Term and in the event the County so terminates then the County shall be released of any and all obligations set forth in Subsection C. ;DOCSLTDI9PO.SAAf 76 qG-46 91 18.4. In the event that on the last day of the Phase II Option Term the County has not exercised the Phase II Option in the manner described above, then all rights and obligations of the County and the City with regard to the Phase II Option and the development of Phase II and all restrictions set forth in this Article with regard to Phase II, shall terminate and be of no further effect. Section 18.4 Care and Maintenance of Bicentennial Property During the Phase II Option Term. Except as provided in Section 18.5 with regard to Special Events, as defined below, and Subsection 18.6 with regard to the City's option to develop all or a portion of the Bicentennial Park Property, the County hereby agrees to maintain the Bicentennial Property during the Phase II Option Terra. The City hereby grants to the County and its employees and agents the right to enter upon the Bicentennial Property during the Phase II Option Term for purposes of performing its maintenance duties and obligations set forth in this Section. Section 18.5 Bicentennial Property. Except as otherwise provided herein, the Parties hereby agree, that during the Phase II Option Term, the City retains all ownership rights of possession, use and occupancy of the Bicentennial Park Property, including but not limited to, the right to schedule, program and conduct specific recreational activities and events at the Bicentennial Park Property (the "Special Events"), provided that such activities are consistent with park purposes, and provided further that any City development or construction on any portion of the Bicentennial Property shall: (i) be approved by the County provided, however, that such approval shall not be unreasonably withheld if the proposed City development is compatible with the Project; and (ii) not encroach upon the Bicentennial Port Property nor limit or functionally conflict with the use or development of the then -existing or -proposed Phase II Port C.IDOCS1581W.% M 92 77 `� q62, .1 Facilities, the Phase I Port Facilities, or the Phase I Von -Port Facilities, as the case may be. Notwithstanding the foregoing or any term or provision herein to the contrary, the City shall not construct, nor allow any third party to construct, any structures (other than temporary structures for the staging of concerts) on the Bicentennial Property, for a period of one year from the Commencement Date, without first receiving the written consent of the County. The City, at City's sole cost and expense, shall be responsible for all costs incurred in connection with such Special .Events, including the costs of cleanup, _repairs, replacement, maintenance, insurance, and security incurred or necessitated by or in connection with such Special Events, and shall indemnify and hold the County harmless from any claims, losses, liability, or damages arising from such Special Events, or any other City -held or sponsored events on the Bicentennial Property except to the extent such liability arises from the County's negligence. In the event the County exercises either the Phase I Option or the Bicentennial Port Property portion of the Phase II Option, the City's development, use, and occupancy rights with respect to the Bicentennial Port Property shall immediately cease. Similarly, in the event the County exercises the Bicentennial Park Property portion of the Phase II Option, then the City's development, use, and occupancy rights with respect to such property shall immediately cease. Section 18.6 City's Right to Develop or Improve the Bicentennial Park Property. During the Phase H Option Term, if the Phase I Option Term expires without the County having exercised the Bicentennial Park Property portion of the Phase II Option, the City has the right to develop and/or improve, at the City's sole cost and expense, all or a portion of the Bicentennial Park Property, provided that: (i) such development is approved by the County provided, however, that such approval shall not be unreasonably withheld if the proposed City development C 00C=B1900&4M a ai 78 96--462 93 is compatible with the Project, and (ii) such development or improvement does not encroach upon the Bicentennial Port Property nor limit or functionally conflict with the use or development of the Phase 11 Port Facilities or the Phase I Port Facilities or Phase I Non -Port Facilities, as the case may be. The Parties hereby agree that if the City elects to develop all or a portion of the Bicentennial Park Property during the Phase II Option Term it shall immediately notify the County in writing of such election and the Parties hereby agree to execute a Memorandum of Understanding canceling the County's Phase II Option to the extent that it pertains to the Bicentennial Park Property to be developed by the City. In such event, the County's Phase II Option shall pertain only to the Bicentennial Port Property and any portion of the Bicentennial Park Property not developed by the City. Any revenues derived solely in connection with City's development of the Bicentennial Park Property shall belong to and accrue solely to the City and shall not be considered Revenues under this Agreement. In the event that prior to the County exercising the Phase 1I Option, the City has elected to develop only a portion of the Bicentennial Park Property, the County may, at the County's sole discretion, elect to develop either or both (i) the Bicentennial Port Property or (ii) the Bicentennial Park Property not developed by the City. Section 18.7 City Assurances of Development Compatibility. If during the Phase II Option Term the City exercises its rights and builds facilities on the Bicentennial Park Property and if those facilities include such components that result in a reduction of revenues from the Project, such as retail, specialty entertainment or commercial space, the City and the County hereby agree to negotiate to reduce or abate the County's Annual Base Rent payments to compensate the County for the resulting reduction in Project Revenues. Retail services ancillary to c tDomatma &w 79 `�n-462 a principal use undertaken by the City, which does not compete with the Project shall not be subject to such negotiations. Section 18.8 Modification of Description of Leased Premises as a Result of County's Exercise of the Phase I Option and/or Phase II Option. In the event that the County successfully exercises the Phase I Option, the FEC Property and the Bicentennial Port Property shall constitute the Leased Property. In the event the County exercises the Phase II Option on the Bicentennial Port Property only, the Bicentennial Port Property and the FEC Property shall constitute the Leased Property under this Agreement and the County's use and occupancy thereof shall be subject to all the same terms, covenants and conditions of this Agreement, and all references to the Leased Property in the Agreement shall be deemed to include such Property. In the event that the County exercises the Phase II Option on the Bicentennial Park Property, the Bicentennial Park Property less any portion developed by the City, if applicable, the Bicentennial Port Property, if applicable, and the FEC Property shall constitute the Leased Property under this Agreement and the County's use and occupancy thereof shall be subject to all the same terms, covenants and conditions of this Agreement, and all references to the Leased Property in the Agreement shall be deemed to include such property. Notwithstanding that the Bicentennial Park Property_ may not be included within the definition of Leased Pro_pert%F agy right of access or easement on or through such property that is convened to the Coun herein shall remain valid and enforceable throughout the Agreement Term. 80 �6 46� 95 ARTICLE 19 ADDITIONAL RIGHTS AND OBLIGATIONS Section 19.1 County's Responsibility For Existing City Bond Obligation. The County hereby agrees that the Existing City Bond Obligations, to the extent not exceeding Four Million, Nine Hundred and Eighty -Six Thousand Dollars (14,986.000) (63,827;360) (the "Cap"), shall be paid by the County and allocated as a Project Cost. To the extent not exceeding the aforementioned Cap, the County shall reimburse the City annually for payment of its prior year's annual debt service in connection with the Existing City Bond Obligations, commencing on the first anniversary of the Commencement Date and continuing until the Cap is reached or the Existing City Bond Obligations are paid off, whichever first occurs. Any costs associated with such bond obligations in excess of Four Million. Nine Hundred Eighty -Six Thousand T4ee MillMillieft Eight v a ed Twenty enty Seven Theus" Pwee vtmdFed wd S:xty Dollars ($3 °" ($4.986.000), shall be paid by the City. The County, at its sole election, may pay off the Existing City Bond Obligations referenced above either all at once or pursuant to the annual payment schedule referenced above, provided, in either case, that such payment(s) shall constitute Project Costs. Any savings resulting from the County's election to pay off the Existing City Bond Obligations early shall belong to the County and shall not be treated as Revenues hereunder. Section 19.2 County's assumption of Certain Obligations and Liabilities. The County hereby assumes and agrees to hold harmless the City with respect to all obligations and liabilities of the City arising out of, or in connection with, the Grants of Easement from the City to C Oars0190 UM M. 81 96 462 Miami -Dade Water and Sewer Authority, a copy of which has been delivered to and reviewed by the County and is attached as Exhibit L and incorporated herein by reference thereto. Section 19.3 County Access to Biscayne Boulevard. The Parties herein agree that upon platting the FEC Property that the parcel depicted in Exhibit H will be dedicated to the Florida Department of Transportation for the improvement of Biscayne Boulevard in accordance with the Burle Marx Plan. in the event that such dedication does not occur, such parcel shall remain a portion of the Leased Property. Section 19.4 City and County Obligations Pertaining to the Developer Selection Process. _(a) The Parties hereby agree that the intent of this Agreement is to attempt to provide for the development of the Project, if practicable, and not just to facilitate the expansion of the - Port of Miami. (b) The County hereby agrees to use reasonable efforts to pursue, where financially feasible and reasonably practicable, a Development Agreement for the Phase I Non -Port Facilities within a period of five (5) years from the Agreement Date. If the County exercises the Phase II Option with respect to the Bicentennial Park Property, the County hereby agrees to use reasonable efforts to pursue, where financially feasible and reasonably practicable, a Development Agreement for the Phase II Non -Port Facilities by the earlier of (i) five (5) years from the County's commencement of construction of the Phase II Port Facilities after exercise of the Phase II Option on the Bicentennial Port Property or (H) nine (9) years from the Agreement Date. If the County exercises the Phase I Option, the County hereby agrees to use reasonable efforts to pursue, where financially feasible and reasonably practicable, a Development Agreement for the Phase II Non -Port Facilities by the later of (i) December 31, 2004, or (ii) five (5) years after 82 ()6m462 9� commencement of construction of the Phase II Port Facilities pursuant to Section 82(c)(3). Notwit hstandina the preceding sentence. such County obligation shall be extinguished and be of no further force or effect if either (i) the City exercises all or part of its development rights on the Bicentennial Park Property_ pursuant to Section 18.6 hereof and the County approves such exercise, or 6i) the County elects to terminate the Bicentennial Park Property portion of the Phase II Option. 109 (c) In the event that there is no Development Agreement for the Phase I Non -Port Facilities within five (5) years of the Agreement Date, the City shall be entitled to develop (i) the Phase I Non -Port Property and the air rights thereover, provided such development may not interfere with any existing or planned access or other roads, walkways, or easements, and (ii) the air rights over the Phase I Parking (described in Section 5.1(a)(ii)) other than those air rights that have been used or committed, at the County's election, to develop the Phase I Port Facilities, provided that any such development by the City must first be approved by the County. Such County approval shall not be unreasonably withheld and shall be based on the compatibility of the City's proposed development with the constructed or planned Port Facilities and on whether such c �oocstisei�aas,ui 98 83 development will interfere with the proper functioning and operation of the terminals and other components of the Port Facilities, their access, utilities, parking, aprons, gangways, security and other necessary activities. Any development proposed or undertaken by the City pursuant to this Subsection 19.4 shall not compete with the Project. In the event the City's proposed Phase I Non -Port Property development is approved by the County, the City and the County hereby agree to modify the legal description of the Leased Property accordingly. Thereafter, any revenues or expenses occurring solely as a result of any County -approved development by the City on the Phase I Non -Port Property shall belong to the City, excluding any parking revenues. The County shall have no obligation to maintain, secure or insure any portion of the City development on the Phase I Non -Port Property or elsewhere. (d) In the event the County exercises the Phase II Option and there is no Development Agreement with respect to the Bicentennial Park Property by the earlier of (i) five (5) years from the County's commencement of construction of the Phase II Port Facilities after exercise of the Phase II Option on the Bicentennial Port Property or (ii) nine (9) years from the Agreement Date, the City shall be entitled to develop (i) the Phase II Non -Port Property and the air rights thereover, provided such development may not interfere with any existing or planned access or other roads, walkways, or easements, and (ii) the air rights over the Phase II Parking (described in Section 5.3(a)(ii)) other than those air rights that have been used or committed, at the County's election, to develop the Phase II Port Facilities, provided that any such development by the City must first be approved by the County. Such County approval shall not be unreasonably withheld and shall be based on the compatibility of the City's proposed development with the constructed or planned Port Facilities and on whether such development will interfere with the proper C. 00CSI 1W..&W 84 g6-462 99 functioning and operation of the terminals and other components of the Port Facilities, their access, utilities, parking, aprons, gangways, security and other necessary activities. Any development proposed or undertaken by the City pursuant to this Subsection 19.4 shall be compatible net eempete with the Project. In the event the City's proposed Phase I1 Non -Port Property development is approved by the County, the City and the County hereby agree to modify the legal description of the Leased Property accordingly. Thereafter, any revenues or expenses occurring solely as a result of any County -approved development by the City on such property shall belong to the City, excluding any parking revenues. The County shall have no obligation to maintain, secure, cleanup, or insure any portion of the City development on the Phase II Non -Port Property, as such obligations belong solely to the City. (e) In the event the County exercises its Phase I Option and its Phase II Option on the Bicentennial Park Property and there is no Development Agreement for the Phase II Non -Port Property by the later of (i) December 31, 2004, or (ii) five (5) years after commencement of construction for the Phase II Port Facilities pursuant to Section 8.2(c)(3), the City shall be entitled to develop (i) the Phase II Non -Port Property, provided such development may not interfere with any existing or planned Project access or other roads, walkways, or easements, and (ii) the air rights over the Phase H Parking (described in Section 5.3(axii)) other than those air rights that have been used or committed, at the County's election, to develop the Phase 111 Port Facilities, provided that such development by the City must first be approved by the County. Such County approval shall not be unreasonably withheld and shall be based on the compatibility of the City's proposed development with the Port Facilities and on whether such development will interfere with the proper functioning and operation of the terminals, their access, utilities, parking, aprons, � �c�acs�ss+soos�u. 85 100?� gangways, security and other necessary activities. Any development proposed or undertaken by the City pursuant to this Subsection 19.E shall be compatible net eempete with the Project. In the event the City's proposed Phase II Non -Port Property development is approved by the County, the City and the County hereby agree to modify the legal description of the Leased Property accordingly. Thereafter, any revenues or expenses occurring solely as a result of any County -approved development by the City on such property shall belong to the City, excluding any parking revenues. The County shall have no obligation to maintain, secure, or insure any portion of the City development on the Phase II Non -Port Property. (f) Except as otherwise provided herein, hefee€ after the County completes construction of the Phase I Port Facilities, the County shall maintain the Phase I Non -Port Property as Green Space, to the extent reasonably practicable, until such time as the City commences development of the Phase I Non -Port Property, to the extent allowed in this article and subject to the County's approval, or until such time as all or a portion of the Phase I Non Port Property is no longer part of the Leased Property whichever first occurs. (g) Notwithstanding anything herein to the contrary, in the event the City seeks to develop certain property or air rights in accordance with the limited development rights conditionally conferred by this Article, and subject to the County's approval, the City shall be solely responsible for all direct and indirect construction and other costs arising from such development and such costs shall not be treated as Project Costs hereunder. Further, all costs of any modifications or repairs to existing parking facilities, or any other County structures or facilities, necessitated or occasioned by any development by the City, its agents, or contractors, shall be paid entirely by the City. Any construction undertaken by the City atop either the Phase I r �ocsvei9oosur 86 �6 46 101 or Phase II parking facilities or other Port Facilities shall not materially impair parking or terminal operations. Fee b nts te the Geunty shall be ` `'Re,,-eaues.� If the approved City development results in any reduction of available Port Facilities or Non -Port Facilities parking capacity, the City shall promptly restore, at its sole cost and expense, any lost or impaired parking spaces and the Revenues generated from such spaces shall remain Project Revenues. Any -paFldn-speees In the event the County exercises either the Phase I Option or any portion of the Phase II Option. under no circumstances shall the City construct or otherwise provide, or allow anv third -parties etheFs to provide, parking spaces on any portion of the FEC Property or the Bicentennial Property, or elsewhere, which compete with the Project. (h) Notwithstanding any term or provision herein to the contrary, no term or provision of this Agreement shall be construed as conferring upon the City any right to acquire, assume dominion or control over, or dismantle or otherwise interfere with any Port Facilities or parking facilities constructed on either the Phase I Port Property or the Phase U Port Property. Similarly, notwithstanding any term or provision herein to the contrary, nothing contained in this Article 19, or elsewhere in this Agreement, shall be construed as granting, conveying, or returning any rights to the City to fill in or in any way develop upon any of the slips, berthing areas, submerged lands or adjoining bay bottoms depicted in the Concept Plans or in any exhibit appended hereto. c: iooc=ivo S" 102 $7 (i) in the event the City exercises any of its limited development rights in accordance with the terms and conditions of this Article. the County shall in good faith, to the extent practicable, allow the City access to the Project's then -existing access road system, provided that the provision of such access does not interfere with the Project. Section 19.5 City Obligation Pertaining to Use of the Property. The City hereby agrees that the development of the Project necessitates the removal of any restrictions, imposed by City ordinance, or otherwise, pertaining to the sale or consumption of alcoholic beverages on any portion of the Leased Property and accordingly, hereby agrees to do all things necessary to remove any such restrictions within sixty (60) days of the Agreement Date. In the event the City fails to comply with this obligation, the County may elect to terminate this Agreement and in such event the City shall remit to the County the Development Fee plus any interest earned thereon within thirty days of receipt of such termination notice. 19.6 Restrictions On County's Use of Leased Property. The County may not use the Leased Property to dock United States flagged vessels that are less than five hundred (500) feet in length and used primarily on one -day or shorter "gaming" excursions. Such use restriction, however, shall not apply to one -day or other cruise ships on which "gaming" is merely an incidental, but not the primary, activity or to any stationary vessels on which gambling is permitted. .19.7 Cleanup of FEC Property. The County shall commence cleaning up and maintaining the FEC Property as soon as practicable after the Commencement Date. ARTICLE 20 PHASE I OPTION 96=462 Section 20.1 Option to Expand FEC Property. In consideration for the development of the Phase I Port Facilities, the City hereby grants to the County the Phase I Option to expand the FEC Property for the development of Phase I, Phase II or both, in accordance with this Agreement. The County may exercise the Phase I Option at any time during the Phase I Option Term, provided, however, that the County is not in default under the terms of this Agreement. Section 20.2 Exercise of Phase I Option. The Phase I Option shall be exercised by written notice from the County to the City (the "Phase I Option Notice"). The Phase I Option Notice must be received by the City no later than the last day of the Phase I Option Term. The timely exercise of such option will in no way impair or otherwise affect the County's remaining Phase II Option to further develop Non -Port Facilities on the Bicentennial Park Property. Similarly, the failure of the County to timely exercise the Phase I Option will in no way impair or otherwise affect the County's Phase II Option. c. iooMsei9 SAW 104 89 ARTICLE 21 QUIET ENJOYMENT County, upon paying all rents, revenues and other monies herein provided for and performing in accordance with the terms, agreements, and provisions of this Agreement, shall peaceably and quietly have, hold and enjoy the Leased Property during the Agreement Term without interruption, disturbance or hindrance by the City or by anyone claiming by, through or under the City. ARTICLE 22 FIRE STATION Section 22.1 Allocation of Space. The Parties hereby agree that a site containing one acre shall be set aside by the County from the FEC Property or the Bicentennial Property for the purposes of constructing a fire station facility to accommodate the relocation of Fire Station 91, which is presently located at 144 NE 5th Street, Miami, Florida, and for berthing a fire boat of not more than sixty (60) feet in length. Notwithstanding that the aforementioned fire station and fire boat berth may be tentatively sited on the Conceptual Plans or other exhibits appended hereto, the actual locations of such fire station and fire boat berth are subject to change and shall be determined solely by the County. Such locations shall be limited to space available on either the FEC Property or the Bicentennial Property, as determined by the County. The County shall act in good faith to provide -non-exclusive access to the above -referenced City Fire Station and Fire Boat Berth from either Port Boulevard or Biscayne Boulevard -to the extent reasonably practicable. The design of such fire station must be compatible with both the Port Facilities and Non -Port Facilities. Such design shall be subject to the review and approval of the County, i provided that such approval may not be unreasonably withheld. Further, neither the construction � mcs�se9oosu+ IZ17 nor the operation of such fire station or fire boat berth may interfere with the construction or operation of either the Port Facilities or the Non -Port Facilities. Notwithstanding any term or provision herein to the contrary, the City shall have sole responsibility to maintain, insure, and secure the fire station and fire boat berth. If the area designated by the County for the fire station is within the boundaries of the Leased Property, upon the County making such final designation, the definition of Leased Property shall be revised by the County to exclude such designated fire station parcel (not to exceed one acre), and all County obligations undertaken herein with respect to such property shall immediately cease upon such designation. Section 22.2 Fire Station and Berth Construction Costs. The County shall contribute to the actual construction costs of such fire station and fire boat berth in an amount not to exceed Two Million Dollars ($2,000,000), which amount shall be treated as a Project Cost. Such contribution shall be made to the City in installments commencing after construction of such station and fire boat berth begins and the City's contractor submits its first draw for payment to the City. Upon the City's contractor certifying to the County that such station is twenty-five percent (25%) constructed, the County shall pay the City within thirty (30) days of such certification the sum of five hundred thousand dollars ($500,000). Upon the City's contractor certifying to the County that such station is 5001* complete, the County shall within thirty (30) days of such certification pay the City an additional sum of five hundred thousand dollars ($500,000). The same procedure shall be followed at the 75% completion stage of construction. Upon the City submitting a copy of the station's final certificate of occupancy to the County, the County shall make the final reimbursement payment to the City, not to exceed the sum of five hundred thousand dollars ($500,000). Notwithstanding the foregoing, in no event shall the c. OCC=8100.14 r 106 91 9 (SA ' ` County pay the City in excess of the actual construction costs for such fire station and fire boat berth. Should the total costs of constructing the fire station and fire boat berth exceed two million . dollars ($2,000,000), the City shall pay all such excess costs and shall proceed with due diligence to expeditiously complete construction of same. Neither the construction nor the operation of the fire station or the fire boat berth shall interfere with any operation or construction of, or access to, the Port Facilities or, if applicable, the Non -Port Facilities. ARTICLE 23 GENERAL CONDITIONS Section 23.1 Disclaimer. Other than those contained in this Agreement, the City makes no other representations, warranties, or guarantees of any nature whatsoever concerning the physical condition of the Leased Property. This Agreement sets forth the entire agreement between the parties, with respect to the Leased Property and in that regard, there are no promises or understandings other than those stated in this Agreement. Except as otherwise provided herein, it is agreed that City will not be responsible for any loss, damage or costs which may be incurred by the County by reason of any physical condition of the Leased Property. Section 23.2 Interpretation of the Agreement. This Agreement is the result of negotiation between the parties and has been typed/printed by one party for the convenience of both parties, and the parties covenant that this Agreement shall not be construed in favor of or against either of the parties. Section 23.3 Headings. Any headings preceding the text of any articles, paragraphs or sections of this Lease shall be solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect 92 �6 462 107 Section 23.4 Binding Effect. The terms, conditions and covenants of this Agreement shall inure to the benefit of and be binding upon its parties and their successors and permitted assigns. This provision shall not constitute a waiver of any conditions prohibiting assignment or subletting. Section 23.5 Severability. If any provision of this Agreement or its application to either party to this Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect other provisions of this Agreement which can be given effect without the invalid provision, and to this end, the provisions of this Agreement are severable. Section 23.6 Inspections. The authorized employees and representatives of the City shall have the right of access to the Leased Property at all reasonable times for the purposes of inspection to determine compliance with the provisions'of this Agreement. This right of inspection shall impose no duty on the City to inspect and shall impart no liability upon the City should it not make any such inspections. The authorized employees and representatives of the County shall have the right of access to the FEC Property and the Bicentennial Property at all reasonable times for the purposes of inspection to determine compliance with the provisions of this Agreement. This right of inspection shall impose no duty on the County to inspect and shall impart no liability upon the County should it not make any such inspections. -Section 23.7 Payment of Taxes. The County shall pay or cause to be paid all taxes lawfully assessed against the leasehold interests in the Port Facilities' portion of the Leased Property or the improvements thereon; provided, however, the County shall not be deemed to be in default of its obligations for failure to pay such taxes pending the outcome of any legal 93 W: m 4 .proceedings instituted to object to such assessments or to otherwise determine or challenge the validity of such taxes or the failure to collect such taxes. Failure to pay the taxes within sixt 60) days of an adverse ultimate conclusion of such legal proceedings, including the exhaustion of any appellate rights, shall constitute a default, provided that no default shall exist as long as the County is pursuing any available judicial or other remedy in good faith. Further, for purposes of this Subsection, as to taxes assessed against the leasehold interests in the Leased Property, which are owed by Sublessees, the County shall be deemed to have satisfied its obligations under this Subsection upon the County including in its Subleases a provision requiring Sublessees to pay all lawfully assessed taxes on their respective leaseholds. Section 23.9 No Waiver. There shall be no waiver of the right of either party to demand strict performance of any of the provisions, terms and covenants of this Agreement nor shall there be any waiver of any breach, default or nonperformance by either party, unless such waiver is explicitly made in writing by the other party. Any previous waiver or course of dealing shall not affect the right of either party to demand strict performance of the provisions, terms and covenants of this Agreement with respect to any subsequent event or occurrence of any subsequent breach, default or nonperformance hereof by the other party. Section 23.9 Force Majeure. The terms and conditions of this Agreement shall be subject to force majeure. Neither the City nor the County shall be considered in breach of, or in default, in the performance of its obligations hereunder, if such performance is prevented or delayed because of war, hostilities, revolution, civil commotion, strike, lockout, epidemic, fire, wind, flood or because of any law, order, proclamation, regulation or ordinance of any government or of any subdivision thereof or because of any act of God or any other cause c aocs►seIMUM 94 .46-462 109 whether of similar or dissimilar nature beyond the reasonable control of the party affected, provided that notice of such force majeure is given by the affected party, to the other within " business forty-five (45) days of receipt of actual knowledge of the delay or impairment of performance caused by such force majeure. Should one or both of the parties be prevented from fulfilling their contractual obligations by a state of force majeure lasting continuously for a period of six months, the parties shall consult with each other regarding the future implementation of this Agreement. Section 23.10 Status of Title. The City hereby represents and warrants to the County r that it has clear, fee simple title to all of the FEC Property and the Bicentennial Property. The City further warrants to the County that none of the purposes, development, or uses of the FEC Property or Bicentennial Property contemplated or authorized herein are prohibited or restricted by any existing City Charter provision, ordinance, resolution, administrative order, rule, regulation, contract, lease, or any other City prohibition, restriction, or authority, or by any contract, lease, license, franchise, covenant, indenture, or judicial or administrative order to which the City is a party or beneficiary. The City hereby covenants that after the date hereof, the City shall not permit any matter, condition, or restriction to exist which would adversely.aff ct the status of County's leasehold interest in the FEC Property and the Bicentennial Property. Further, the City agrees and covenants not to undertake any action during the Agreement Term e€t is AgFeement that would render its title to the FEC Property or the Bicentennial Property unmarketable as of the Agreement Date. Section 23.11 Access and Easements. The City hereby conveys and grants to the County a right of access onto the FEC Property and the Bicentennial Property above, across, or C. '00=8WV..&W 110 under all roadways, paths, railroad rights -of -way, streets, roads, and City property which now or hereafter serve, cross, or adjoin any portion of the FEC Property or the Bicentennial Property, including Biscayne Boulevard and Port Boulevard. The City shall also secure a right of access in the form of a covenant running with the land across any property dedicated to the Florida Department of Transportation for the Burle Marx Design Plan. Moreover, the City hereby agrees to convey and grant to the County, upon the County's request, the following: (a) Permanent dedication of transportation easements necessary for the full and proper functioning of the Phase I Port Facilities and Phase II Port Facilities, between the Phase I Port Property and Phase II Port Property and any of the surrounding three (3) right-of-ways adjoining the property, including Port Boulevard, Biscayne Boulevard, and I-395; (b) The City shall provide permanently dedicated easements to accommodate all necessary utilities for the Phase I Port Facilities and Phase II Port Facilities from where ever those utilities may be located; and (c) The City shall provide and grant to the County and its designees temporary easements on and through the Phase I Non -Port Property and Phase H Non -Port Property, during construction, for the proper staging of construction equipment, materials, and supplies needed for the construction of all or a portion of the Project. The location of all County right-of-ways and easements will be determined by the County in accordance with either the Concept Plans, the final drawings approved for construction of the project, or both. Section 23.12 Entire Agreement. This Agreement contains the entire agreement between the parties. No promise, representation, warranty or covenant not included in this c WOCT ,9oo..r M. Agreement has been or is relied on by either party. Any changes, modifications, additions or amendments must be approved by the City Commission and the County Board. Section 23.13 Modifications and Amendments. This Agreement shall not be modified or amended except in writing by the parties after approval from the City Commission BeaFd and the County Board. Notwithstanding any provision herein to the contrary amendments made in accordance with this Section 23.13 need not be approved by. any -Sublessee. Section 23.14 No Assignment. The County and the City may not assign any of their rights, title or interest in this Agreement without the express written permission of the other party, provided that the foregoing shall not preclude the County from subleasing portions of the Leased Property as otherwise provided herein. Section 23.15 Notices. All Notices, consents and communications required or permitted by this Agreement shall be in writing and transmitted by registered or certified mail, return receipt requested, with Notice deemed to be given upon receipt, as follows: If to the County: Director of Seaport Port of Miami 1015 North America Way Miami, FL 33133 With a copy to: County Manager Stephen P. Clark Center I I 1 N.W. I st Street, Suite 2910 Miami, FL 33128 Dade County Attorney Stephen P. Clark Center I I I N.W. 1st Street, Suite 2810 Miami, FL 33128 iooXstisais,,M 97 If to the City: City Manager City of Miami City Hall 3500 Pan American Drive Miami, Florida 33133 With a copy to: City Attorney 444 S.W. 2d Avenue Miami, Florida 33128 Section 23.16 Survivability. Any term, condition, covenant or obligation which expressly requires performance by a party subsequent to the expiration or termination of this Agreement shall remain enforceable against such party subsequent to such expiration or termination. Section 23.17 Severability. In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid or illegal, such invalidity or illegality shall not affect any other provision of this Agreement but this Agreement shall be construed and enforced as if such invalid or illegal provision has not been contained in this Agreement. Section 23.13 Successors and Assigns. The provisions of this Agreement shall be binding on and inure to the benefit of the parties, their successors, and permitted assigns. Section 23.19 Additional Instruments. The parties shall execute and deliver any instruments in writing necessary to carry out any agreement, term, or assurance in this Agreement whenever occasion shall arise and request for such instruments shall be made, provided, however, f that, where required, County execution of such instruments will be subject to the approval of the 98 96-462 113 Section 23.20 Relationship of the Parties. Nothing contained in this Agreement shall be deemed or construed to create between the parties a relationship of principal and agent or of a joint venture or of any other association. Section 23.21 Consents and Approvals. Except as otherwise provided in this Agreement, whenever the consent, approval, or satisfaction of either party is required hereunder, as for example, when the exercise of any right by one party is subject to the other's approval, consent, or satisfaction, such consent, approval, or satisfaction may not be unreasonably withheld, delayed, or, conditioned. Section 23.22 Governing LawNenue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. All federal, state, county and local laws, ordinances, rules and regulations that in any manner affect the items covered herein apply. Venue for any action to enforce or construe any term or provision hereof, and for any action arising from or relating to this Agreement, shall lie exclusively in Miami, Dade County, Florida. Section 23.23 Limitation on City and County Obligations. Notwithstanding anything obligations of the County or Ci that _ to the contrary in this Agreement, any payment t arise under_ - 1 this Agreement shall be limited to funds other than those derived from ad valorem taxation and legally available for the payment of such obligations. N WITNESS, the City of Miami and Metropolitan Dade County have caused this Interlocal Agreement to be executed on the date and year first above written. ATTEST: CITY OF MIAMI, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA Walter J. Foeman, City Clerk Cesar H. Odio, City Manager ATTEST: METROPOLITAN DADE COUNTY, A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA APPROVED AS TO FORM AND CORRECTNESS A. Quinn Jones III, City Attorney W Armando Vidal, P.E. County Manager APPROVED AS TO LEGAL SUFFICIENCY Robert A Ginsburg, County Attorney 115 fN WITNESS, the City of Miami and Metropolitan Dade County have caused this i Interlocal Agreement to be executed on the date and year first above written. ATTEST: CITY OF MIAMI, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA I i Cesar H. Odio, City Manager METROPOLITAN DADE COUNTY, A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA APPROVED AS TO FORM AND CORRECTNESS A. Quinn Jones III, City Attorney sit Armando Vidal, P.E. County Manager APPROVED AS TO LEGAL SUFFICIENCY Robert A Ginsburg, County Attorney 96 - 462 115 *PEDESIHIAN WICOE OVER HISCAVW WREYARD WAY CE PNPDSEO CNI ASSSEO�UKO row ACCESS W STE =r j FBC PRO ERTY PORT PRCFE i y PIAN IS SpR'MAIIC AND SiSJCI 10 MODtICAOINS BY Ot COUNTY. 1 AIL DIMAAS ARE NfREIY ttUSIRARVE N DESCR NC GENERAL MS AND 1 LOCATIONS OF USES ANO ARE N01 NIENOEO 10 11A1 FINAL DISC" 1 O1 Tit PRO ECI.' PHASE 1 AND PHASE A PORI FACILO . AS DEFINED t LM N THE AGREWENI, MAY BI Pt ACED ANVENERE •IIIIN THE DOUNDARiS or THE PHASE 1 OR PHASE V PORI PROPERLY NENTKtD N THIS EXHB1, AS ER;TERMN[D BY Till COUNTY -- — TU"--d P ARENA OvERwu. vROLnvn LLrVM Purr o n m so SCHEME NBN - CONCEPT Sl i r+ ri111`f 04M .'SLIP ]{ O ATK" iNG71 am am® PORT OF MOLA,M FDCHffiiT A` 2 Coo Section 1.1 Purpose. ARTICLE 1 PURPOSE The purpose of this Agreement is to set forth the terms and conditions pursuant to which the Maritime Park Project will be developed and operated. The Project, if fully developed, is designed to expand the facilities of the Port of Miami, enhance and preserve certain City park areas, develon and construct a professional sports franchise facilit and related Parking�Garage on the FEC Property, and to create retail development and/or specialty attractions. This Agreement also provides for the creation of a Maritime Park Board, as more particularly described in Article 6 hereof, to oversee certain aspects of the development of the Maritime Park Project. ARTICLE 2 DEFINITIONS Section 2.1 Derinitions. Unless specifically provided elsewhere in this Agreement; the capitalized terms shall have the meanings set forth below: (1) "Accrual Basis" shall mean the method of accounting which recognizes revenues and expenses in the period in which they occur, whether paid or not. - (2) "Agreement Date" shall mean the date on which this Agreement is signed by both the City and the County. (3) "Alternate Non -Port Facilities" shall mean the Alternate Non -Port Facilities for Phw i and4ef-Phase II, as the ease M_, be, as described in Subsection 5.4 and depicted in Exhibits A-1 & A-2, B (sheets 6-9, inclusive), and C. r.. 00C=81901.UU 120 9 6 - 4 6 2 0 (4) "Annual Base Rent" shall mean the guaranteed minimum annual rent payment described in Article 7 of this Agreement. ( ) "Arena" shall mean an approximately 21 000 seat multipurpose professional sports franchise facility to be developed on the FEC Property by Basketball Properties. Ltd. or any of their agents. ( ) "Arena Development Agreement" shall mean the Development Agreement between the County and Basketball Properties Ltd as it may be amended and/or restated for the Arena ( ) "Arena Event Days" shall mean days when Events are conducted in the Arena ( ) "Arena Revenues" shall mean (for each Fiscal Year) all revenue of any nature derived by Basketball Properties. Ltd. as a result of the construction. use ,booking,licensing, rental operation, destruction, damage restoration and condemnation of all or a portion of or amenities contained im the Arena, including, without limitation, revenue from advertising, the naming of all or any portion of the Arena, any parking revenue receivable by Basketball Properties Ltd from the parking_ garage, the sale of concessions and any tax refunds provided that Arena Revenue shall not include proceeds of insurance specifically excluded from the definition of Arena Revenue by the terms of the Management Agreement ( ) "Assurance Agreement" shall mean the Assurance Agreement among the County, the City, Basketball Properties. Ltd. and Miami Heat Limited Partnership as it may be amended or restated, for the Arena. () "Basketball Properties. Ltd." shall mean Basketball Properties. Ltd.. a Florida limited partnership. c 00=58190I.sur k- 2 .96-462 121 (5) "Bicentennial Park Property" shall mean the land owned by the City legally described in Exhibit D-1. provided however, if the deep water slip is widened or relocated subsequent to the County exercising eitheF the Phase 1 Option a the Phase II Option, the "Bicentennial Park Property" shall mean the land owned by the City legally described in Exhibit D-2. 1`-��-�\Ryi�s�irnf�:fs 7t•i-t�f�eZZ`�� fC}f�fflR••ffeR-�O•i\`�i`i�\R��-��1f\R_ .+�•,��=�\z_ %ee.■ (7) "Bicentennial Port Property" shall mean the sum of the parcels of land owned by the City legally described in Exhibit F- I and Exhibit E, provided however, if the deep water slip is widened or relocated subsequent to the County exercising the Phase II Option, the "Bicentennial Port Property" shall mean the land owned by the City legally (8) "Bicentennial Property" shall mean the parcel of land owned by the City legally described in Exhibit G. (9) "Board" shall mean the Maritime Park Board established and created in accordance with the provisions of Article 6 of this Agreement or its successor. (14) "Burle Marx Design Plan" shall mean the plan approved by City of Miami Resolution No. 88-628, dated July 14, 1988 and prepared by Roberto Burle Marx, which among other things, 122 c wocs BIPOLUM 3 `:u1 �J �„� „�a � �, provides for the dedication of a strip of land within the Leased Property for the proposed expansion of Biscayne Boulevard, as legally described in Exhibit H. (11) "City Commission" shall mean the City Commission of the City of Miami. (12) "Cleanup Costs" shall have the definition provided in Section 17.4 hereof. (13) "Commencement Date" shall mean the first day of the month following the Agreement Date. (14) "Commencement of Port Operations" shall mean, with respect to Phase I, the embarking or disembarking of passengers from cruise ships or vessels at the Phase I Port Facilities; and with respect to Phase II, shall mean the embarking or disembarking of passengers. from cruise ships or vessels at the Phase lI Port Facilities, as the case may be. (1 5) "Completely Destroyed" shall have the meaning provided in Section 12.1 hereof. l (16) "Concept Plans" shall mean the initial drawings indicating the general location of f uses, types of uses, and site layouts of the Project, attached hereto as Exhibits A- I & A-2, B (sheets 1, 6-9, inclusive), C, D, E, F, G, H, and I, as may be amended from time to time in i accordance with the provisions of this Agreement. i (17) "County" shall mean Metropolitan Dade County, the Seaport Department, and/or i 4 any authority or body designated by the County Board to operate or oversee the operations of the i 1 Port Facilities. i (IS) "County Board" shall mean the Board of County Commissioners of Metropolitan L Dade County. ++� (19) "Debt Service Requirements" shall mean, for any period of time or any date, the 1 I required principal and interest payment, whether at stated maturity, by mandatory sinking fund 4 s c.000al"tu r 4 96-462 123 1 �l redemption or otherwise, all debt -related costs (i.e., credit enhancement, bank fees, etc.) and any premium due on the bonds or any other indebtedness during that period or payable on that date. as the case may be. associated with debt incurred to acquire, construct, refinance. rehabilitate, improve or otherwise maintain all, or a portion of, the Maritime Park Project, other than the Arena and the Parking Garage. (20) "Developer" shall mean one or more persons or public or private entities selected in accordance with the provisions of Article 6 of this Agreement for the development of the Specialty Attraction/Retail Space portion of the Non -Port Facilities and approved by the County Board and, with respect to the development of a professional sports franchise facility on the FEC Property shall mean Basketball Properties. Ltd. or one of its affiliate entities. In the event the RFQ process outlined in Article 6 does not culminate in a developer being recommended by the Board and approved by the County Board, the County may, at its election and without the need for a second RFQ process or approval of the Board, undertake the rights and obligations of the Developer under this Agreement or as to the development rights relating -to the desimL constructiom operation, and management of the Specialty Attraction/Retail Portion of the Phase I Non Port Facilities the County may delegate and/or assign all or certain of such rights and obligations to Basketball Properties. Ltd. or one of its affiliate entities. - (21) "Development Agreement" shall mean a properly executed and valid contract or contracts, between the County and the Developer which have been approved for execution by the County Board, or a letter from the County Manager to the City advising the City that the County will act as a developer, along with a Resolution of the County approving such action, with respect to the development of the Non -Port Facilities. c %DCCS e1"19 M S (22) "Development Program" shall mean an itemized listing of uses and facilities, other than the professional sports franchise facility, to be agreed upon between the Developer and the Board which shall be consistent with the description of the Project described in Article 5 of this Agreement. (23) "Environmental Laws" shall mean all applicable requirements of federal, state and local, environmental, public health, and safety laws, regulations, orders, permits, licenses, approvals, ordinances and directives, including but not limited to, all applicable requirements of: . the Clean Air Act; the Clean Water Act; the Resource Conservation and Recovery Act, as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act, - the Comprehensive Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act of 1986; the Occupational Health and Safety Act; the Toxic Substances Control Act; the Pollutant Discharge Prevention and Control Act, the Water Resources Restoration and Preservation Act; the Florida Air and Water Pollution Control Act; the Florida Safe Drinking Water Act; and the Florida Environmental Reorganization Act of 1975. ( ) "Event" shall mean any revenue or nonrevenue producing_52orts, entertainment. cultural civil or my other activilL meeting, or event which is conducted at the Arena. - (24) "Existing City Bond Obligations" shall mean the sum of the portion of the all remaining debt service gayments for the 1972 Parks Bond issue, authorized pursuant to City Ordinance No. 8034 and issued under the "Parks for People", 1972 Parks Bond issue, which was used by the City to purchase the FEC Property, and all of4m remaining debt service payments for the 1977 General Obligation r = S1S81 0! &W 0 125 9�462 r, 0 Park and Recreation Facilities Bonds issue, such sum not to exceed Four Million. Twe Mine Hundred and Sixty Offe Eight -Six Thousand, Dollars ($4,-26.4, ) ($4.986,000), (25) "Existing Contamination" shall have the definition provided in Section 17.3 hereof, (26) "FEC Property" shall mean the parcel of land owned by the City legally described in Exhibit I, including certain submerged lands depicted in such Exhibit.. (27) "Fiscal Year" shall mean that period of time that commences on October 1 st and ends on September 30 of the following calendar year or any other twelve (12) month period designated by the County to be its fiscal year. (28) "Green Space" shall mean any landscaped open space, exterior public walkways, plazas, and other amenities, including, without limitation, bathrooms, service areas, access and circulation spaces. (29) "Improvements" shall have the meaning ascribed in Section 8.2 of this Agreement. (30) "Initial Term" shall have the meaning ascribed to it in Subsection 4.1 of this Agreement. (31) "Leased Property" shall mean the FEC Property. la he ; . _ the Ceu the Phase 1 QptieN then this Agfeemem shall eeyff and detrise the Phase 1 Optieft PfepeFly In the event the County exercises the Bicentennial Port Property 126 c00csti81MISAW , i; G portion of the Phase II Option, then this Agreement shall cover and demise the Bicentennial Port Property and reference to the Leased Property in this Agreement shall thereafter be deemed to include the Bicentennial Port Property. In the event the County exercises the Bicentennial Park Property portion of the Phase II Option, then this Agreement shall cover and demise the Bicentennial Park Property and reference to the Leased Property in this Agreement shall thereafter be deemed to include the Bicentennial Park Property. In the event the City dedicates the Property referenced in the definition of Burle Marx Design Plan, and legally described in Exhibit H hereto, to the Florida Department of Transportation for the purposes enumerated in the Burle Marx Design Plan, then such Property shall be deleted from the definition of Leased Property and all obligations of County undertaken herein with respect to such Property shall immediately cease. During the Agreement Term, the definition of Leased Property may be subject to further modification subject to the terms and conditions set forth in Sestien9A-er-Article 212, or- beth. (32) "Lease Year" shall mean that period of time commencing on the Commencement Date and ending twelve (12) consecutive full calendar months thereafter and each consecutive twelve (l 2)-month period occurring thereafter during the Agreement Term. f �) "Mana&ement Agreement" shall mean the Management Agreement between the i . Count, and Basketball Properties Ltd as may be amended and/or restated. for the Arena. (33) "Maritime Park Project" or "Project" shall mean the development of the Port Facilities, the Non -Port Facilities, or the Alternate Non -Port Facilities, as the case may be, on the Leased Property. r DOCM190[SA W 127 s q6-462 El ( ) "Master Site Plan" shall mean the ;Master Plan for the Entire Site as referred to in the Related Agreements. ( ) "Miami Heat Limited Partnership" shall mean Miami Heat Limited Partnership. a Florida limited partnership. "MSEA" shall mean the Miami Sports and Exhibition Authority, an independent and autonomous agency and instrumentality of the City, and any of its administrative departments. divisions and functions and its successors and assigns. (34) "Net Net Revenues", for purposes of Article 7 herein, shall mean Revenues minus Operating Expenses, Debt Service Requirements, and the annual funding of the Renewal and . Replacement Fund as required in Article 16 herein. (35) "Non -Port Facilities" shall mean the proposed components of the Project described in Sections 5.2(b) and 5.3(b) of this Agreement. (36) "Operating Expenses" shall mean all actual expenses of the Maritime Park Project, other than the Arena and the Parking Garage, for the operation, maintenance and administration of the Maritime Park Project facilities including the basic, ordinary and routine repairs of the Maritime Park Project, cost of administrating and any and all non -capital expenses associated with the use of gifts, grants, loans or other payments, both restricted and unrestricted, received from private agencies, either federal, state or local, directly or indirectly, for the benefit of the Project incurred, or charges made therefor, in any particular Fiscal Year, but only if said charges are made in conformity with generally accepted accounting principles, and exclusive of depreciation or reserves therefor, amortization of intangibles or other bookkeeping entries of a similar nature. Net operating losses incurred in any Fiscal Year shall be carried forward as an Operating Expense until 128 CM*SWI90,14H . ~� 4 the earlier of (i) the thirteenth anniversary of the Commencement Date or (ii) the first Fiscal Year in which Net Net Revenues are available. Once (i) or (ii) in the preceding sentence has been achieved, net operating losses incurred in a prior Fiscal Year shall not be treated as an Operating Expense for purposes of calculating Net Net Revenues. Operating Expenses shall not include: (i) any operating and maintenance expense paid or accrued by the County in connection with a building or facilities where a third -party Sublessee, licensee, or user thereof pays such expenses or reimburses the County for such expenses; (ii) Debt Service Requirements; (iii) Subordinated Debt Service Charges; (iv) any other expense for which or to the extent which the Maritime Park Project is reimbursed from or through any source other than Revenues; and (v) any expenditure§ funded from the Renewal and Replacement Fund. (37) "Park Facilities" shall mean, with respect to Phase I, the City park consisting of landscaped open space and exterior public walkways and plazas, as more particularly described in Section 5.2(b)(i); and shall mean, with respect to Phase II, if applicable, the City park consisting of the landscaped open space and exterior public walkways and plazas described in Section 5.3(b)(i). The actual boundaries of the Park Facilities shall be depicted in an Exhibit to be preparedby the County after completion of the improvements-, as defined in SeefieR 8.1 ( 1 "Parking Garage" shall have the meaning_ ascribed to it in Subsection 5.2(b)(iii). (38) "Phase I" shall mean the development of the Port Facilities and all or a portion of the Non -Port Facilities ef the Altefn-ate Nen D Facilities,the ease Roy -be -on the FEC Property, as more particularly described and depicted in this agreement in Article 5 and Exhibits A, B, and C and/or the Master Site Plan. C vac=81901$1W 10 g6-462 129 130 (39) "Phase I City Park" shall have the meaning ascribed to it in Subsection 5.2(b)(i) of this Agreement. (40) "Phase I Non -Port Facilities" shall mean the Non -Port Facilities that may be developed on the FEC Property as more particularly described in Section 5.2 of this Agreement and as depicted in Exhibits -r' i & A , ' the Master Site Plan. legally deseFibed in Exhibit j i, ffevided hewever-, if the deep wateF Slip is %idened eF Feleeated ._ •-.31��v,.i: r�.:�:..�:: i.-�i.jJy= �u-i if ���,:. :.�i����+v.�a�.i�s��rL�. i•^s,:.-1 •' rMw- • -- • C VOCSWIPOf "( 11 L. `2 (45) "Phase I Port Facilities" shall mean the Port Facilities to be developed on the FEC Property as more particularly described in Section 5.2 of this Agreement and as depicted in the Master Site Plan. (47) "Phase II" shall mean the proposed development of the Port Facilities and, if applicable, the Non -Port Facilities or the Alternate Non -Port Facilities, as the case may be, on the Bicentennial Port Property or the Bicentennial Park Property, as the case may be, as more particularly described in this Agreement in Article 5 and depicted in Exhibits A-1 & A-2, B (sheets 1, 6-9, inclusive), and C. (48) "Phase II City Park" shall have the meaning ascribed to it in Subsection 5.3(b)(i) of this Agreement. (49) "Phase H Non -Port Facilities" shall mean, in the event the County exercises its Phase II Option on the Bicentennial Park Property and in the event there is a Development Agreement ` with respect to Phase IL the Non -Port Facilities to be developed on the Bicentennial Park Property as more particularly described in Section 5.3(b)(i)-(iii) of this Agreement. (50) "Phase II Non -Port Property" shall mean the Bicentennial Park Property. (51) "Phase II Port Facilities" shall mean the Port Facilities that may be developed on the Bicentennial Port Property, as more particularly described in Section 5.3(a) of this Agreement. 12 g6-462 131 (52) "Phase II Option" shall mean the rights given to the County by the City to lease the Bicentennial Park Property, the Bicentennial Port Property, or both. as the case may be, for purposes of developing the Phase II Port Facilities, the Phase II Non -Port Facilities, or both, as the case may be, including, without limitation, the right of the County to relocate, widen, fill, and/or deepen the deep water slip currently located between the FEC Property and the Bicentennial Property onto the Bicentennial Port Property, as more particularly described in Exhibit A, sheet 1 and 2, and as more particularly described in Article 18 herein. The County's exercise of the Phase II Option with respect to the Bicentennial Port Property shall not terminate the remaining portion of the Phase II Option with respect to the Bicentennial Park Property, nor shall such exercise cause the remaining portion of the Phase II Option Term to shorten in duration, lapse or otherwise expire. (53) "Phase II Option Term" shall mean, with respect to the Bicentennial Port Property, a period of time commencing on the Agreement Date and ending on the earlier of (i) the County's exercise of all or a portion of the Phase II Option or (ii) the expiration of a five-year period beginning on the completion of the Phase I Port Facilities; and shall mean, with respect to the Bicentennial Park Property, a period of time commencing on the Agreement Date and ending on the later of (i) the expiration of a five-year period commencing on the completion of the Phase I Port facilities or (ii) the expiration of a nine-year period commencing on the Agreement Date. (54) "Phase II Port Property" shall mean the Bicentennial Port Propem. (55) "Port Facilities" shall mean the Phase I Port Facilities and, in the event the County exercises the Phase 1 QP6011 eFPhase U Option, the Phase Q Port Facilities, as the case may be. C.1DOCS 190151W 13 r (56) "Preliminary Plans" shall mean the design development drawings of the Non -Port I Facilities to scale, other than the plans or design development drawings for the professional sports franchise facility described in section 5.2(b) hereof. depicting site plans, floor plans, circulation and preliminary elevations. (57) "Prime Interest hate" shall mean the annual rate of interest charged by the bank in Dade County having the greatest net worth at the applicable time ona ninety 901 day commercial {�{ loan to its most credit worthy corporate borrowers. I (58) "Project Costs" shall mean an amount equal to the aggregate of all costs incurred and capitalized by the County during the term of this Agreement for the purpose of, and properly allocated to, the development and construction of the Project, including, without limitation, all environmental Cleanup Costs, as defined in Section 17.4 hereof. (59) "Project Funds" shall mean: (i) an amount sufficient to construct the Phase I Port Facilities and, in the event the County exercises eithef the Phase 1 Qptiea he Phase II Option, the Phase II Port Facilities; and (ii) ei )-& -four fix million six ene hundred thousand 1( dollars (3698;909 44.600.000) for the payment of Project Costs associated with the Phase I j Non -Port Facilities of the Project, ifthefe is a Deyelepmerit AgFeement, and (iii) if the County exercises its Phase IL Option on the Bicentennial Park Property, either (a) an amount of not less than fifty-five miUion doUars ($55,000,000) for the payment of Project Costs associated with the Phase II Non -Port Facilities, if there is a Developer Agreement with respect to the Bicentennial Park LgpeM, or (b) the payment of Project Costs associated with the C' AD0C=eivor &W 14 96. 462% 133 134 Phase II Alternate Non -Port Facilities of the Project in the amount described in Section 5.4(b), if there is no Development Agreement. , t 9f �fl�w.7l r�-Vf�I�ti�•1 �tT i •ab eve shall be Fedwed • 000. • • _ _ • • • • •,• • Notwithstanding fore-goingor or provision herein to the contrary in the event a professional sports franchise facility financed by the Countv from non -ad valorem funds in whole or in part. is developed on all or a part of the FEC Property then the CoM&s forty-four million six hundred thousand dollar (S44 600 000) Project Funds obligation under Section 2.1(59)(ii)k4 above for the payment of Project Costs associated with the Phase I Non -Port Facilities shall be deemed fully satisfied for all purposes hereunder. r ILOCSlS isvizw 15 �/ �� ata �-L ' t Y Lei J ( ) "Related Agreements" shall mean the Arena Development Agreement, the Team License Agreement, the Management Agreement and the Assurance Agreement (60) "Renewal and Replacement Fund" shall mean the Maritime Park Project Renewal and Replacement Fund created pursuant to Article 16 of this Agreement. (61) "Revenues" shall mean all revenues earned by the County derived from the Maritime Park Project's operation, use and services including, without limitation, all moneys for the use of advertising space and all advertising rights of whatever kind or nature related thereto or for the sale, promotion, marketing and use of all names, trademarks, trade names, and passenger wharfage fees, dockage fees, ground transportation fees, income from the sale of water and electric, parking receipts, rental receipts, and any and all legally available interest income realized from the investment of Revenues, excluding all revenues from the Parking Garaga and Arena Revenues. Revenues shall be determined in a consistent manner on an Accrual Basis. Revenues shall also include: (i) gifts, grants, loans or other payments received from private persons or public agencies, either federal, state or local, directly or indirectly to pay for operating or administrative expenses or other non -capital costs associated with the use of proceeds obtained from these sources, provided, however, that proceeds received from these sources for specific capital expenditures will be held in a restricted account for the purposes of paying such i j expenditures, and shall not be counted as Revenues, nor shall expenditures from such restricted account be counted as an Operating Expense; (ii) proceeds from the sale of any of the Maritime i Park Project facilities; (iii) the profit from the sale or other disposition, not in the ordinary course of business, of any fixed or capital assets of the Maritime Park Project; and (iv) any operating and maintenance expenses recovered by the County or Developer from a judgment or settlement c U=S.919015" 16 � 6 4 62 135 136 0 against a Sublessee. Any money received by the County as a reimbursement pursuant to Section 5.5 hereof, shall be used to offset Proiect Costs but shall not be treated as Revenues: (62) "Seaport Department" shalt mean the Seaport Department of Metropolitan Dade County or its successor. (63) "Subleasehold Mortgage" shall mean a mortgage or mortgages or other similar security agreements given to any Subleasehold Mortgagee, or made pursuant to the terms of this Agreement, on a Sublease and the Subleasehold interest of a Sublessee hereunder, and shall be deemed to include a mortgage or trust indenture under which the Sublease shall have been mortgaged. (64) "Subleasehold Mortgagee" shall mean any recognized lending institution, such as a bank, federal, state or municipal governmental agency or bureau, savings and loan, pension fund, insurance company, savings bank, real estate investment trust, whether local, national or international which becomes the mortgagee or beneficiary under any Subleasehold Mortgage and the successors or assigns of such mortgagee or beneficiary, and shall be deemed to include the trustee under any such mortgage or trust indenture and the successors or assigns or such trustee (65) "Sublease" shall mean a Sublease of all or a portion of the Leased. Property. r (66) "Sublessee" shall mean the lessee, its successors or assigns under any such. Sublease. (67) "Substantial Completion" shall mean that the Non -Port Facilities have been so completed that they are finished and/or ready for the beneficial use and'occupancy of the City, the County, and any tenants under this Agreement. Substantial Completion need not include any tenant's finishing work. c Owmai9or S" 17 (68) "Unavoidable Delays" shall mean (with respect to the County's obligation regarding construction) any delay caused by: damage or destruction by fire or other casualty; acts or omissions of the federal, state, or local governments, including any applicable permitting authority; acts of the City (other than as expressly authorized by this Agreement); strikes; embargoes; acts of third parties; shortages of labor or material, unusually adverse weather conditions; or other like or unlike events or conditions beyond the control of the County and without its fault or negligence. Section 2.2 Rules of Construction. Unless the context clearly indicates otherwise: (a) words in the singular include the plural, and words in the plural include the singular; (b) a pronoun in one gender includes and applies to the other gender as well; (c) all references to Articles and Sections shall refer to this Agreement; (d) the terms "hereof„, "hereto", "herein", "hereunder", and comparable terms refer to i this Agreement; and not to any particular article, section or other subdivision thereof. (e) 1 all exhibits attached to this Agreement are hereby incorporated into this Agreement 1 by reference and made a part hereof. Section 2.3 Adoption of Recitals. The Parties agree that the recitals and whereas clauses to this Agreement are expressly incorporated herein as stipulations and shall have the same force and effect as the other contractual obligations and stipulations contained herein. ARTICLE 3 THE DEMISE 18 Section 3.1 The Demise. The City hereby leases to the County and the County leases from the City, the Leased Property. 19 62 0 ARTICLE 4 TERM Section 4.1 Initial Term. The term of this Agreement shall be for a period offorty five (45) years, commencing on the Commencement Date and terminating in the year 2041 on the anniversary date of the Commencement Date (the "Initial Term") Section 4.2 Extension Terms. The County, in its discretion, has the option to extend the term of this Agreement for up to three additional terms of (15) fifteen years (each such fifteen year term shall be referred to as an "Extension Term") upon the same terms and conditions contained in this Agreement, except for the amount of Annual Base Rent which shall be adjusted as provided for in Article 7, and provided that the County is not in default hereunder at the time it exercises any option to extend this Agreement. In the event the County elects not to extend this Agreement, the City shall be notified in writing at least one hundred eighty days (180) dUs prior to the expiration of the Initial Term or any Extension Term. In the event the County does not give such notice, this Agreement shall be automatically extended at the expiration of the then existing Agreement Term (as defined below). Section 4.3 Agreement Term. The Initial Term and all Extension Terms are herein collectively referred to as the "Agreement Term". ARTICLE 5 THE PROJECT Section 5.1 Development of the Project. The Maritime Park Project shall be developed in two phases, Phase I shall consist of the development of the FEC Property in accordance with the provisions of this Agreement. In the event the County exercises ewer -the Phase -I-Optiea-eF-the Phase II Option, Phase U shall consist of the development of the Phase II 20 96-4:t62 139 Port Facilities and, if applicable, the Phase II Non -Port Facilities, which shall be developed in accordance with the Concept Plans. Section 5.2 Description of Phase I. Phase I of the Maritime Park Project generally consists of the improvements to be constructed on the FEC Property as follows. (a) Phase I Port Facilities. The Port component of Phase I of the Project consists of. (i) Port Facilities. The Phase I Port Facilities shall consist of, but are not limited to; berths dedicated for non -cargo maritime vessels, cruise ships or cruise ships that may carry cargo that is incidental to their operation; one or more cruise terminal building(s) adjacent to the berth(s), which may include gangways, ramps, loading docks and loading zones, United States Customs areas, other secured areas, waiting areas, storage areas, and terminal related restaurants, kiosks, retail, office, and other space; support facilities and operational space required for or used in connection with the operation of the terminal(s); structures and facilities designed to complement or benefit the terminals or the Non -Port Facilities; and all surface, sub -surface, and above -ground access and egress roadways and easements necessary to serve the Project in accordance with the Eeneept P-lmwh aster Site Plan. Such Phase I Port Facilities shall be ' designed by the County or its authorized designee(s). The location and siting of such Phase I Port Facilities shall be determined solely by the County, provided that such facilities are located on the Phase 1 Pen FEC Property in accordance with the Master Site Plan. (ii) Parking. Within the parking facilities to be constructed on Phase I, no less than three hundred (300) parking spaces, plus handicapped spaces and bus parking and loading areas, shall be reserved for use by the Iede-C-em Seaport Department-("Seepen"-). A publie 140 c oasue�ors+M 21 ing Expenses. (b) Phase I Non -Pont Facilities. In the event there is a one or more Development Agreements with respect, to Phase I, the Phase I Non -Port Facilities may consist of the following amenities, located on the Rt+w I Nen Der' n-„CeFty aaWeF above the Pen Rili the Phase FEC Property. in accordance with the Master Site Plan (i) City Park Facilities. A City park consisting of landscaped open space and exterior public walkways and plazas located at grade or over building structures ("Phase I City Park") providing recreational amenities and facilities for passive and active recreational use by the general public and certain public pedestrian access proximate to the shoreline of the deep water slip and Biscayne Bay, consistent with efficient, secure, and safe operations for maritime vessels. IOQ« 22 Q6°-46� 141 (ii) Professional Sports Franchise Facility. A multi -use sports and entertainment facility designed to host basketball, hockey, family shows, concerts, assemblies. and other events. Parking Facilities. A public parking., garage, in accord with the Master Site Plan containing up_to approximately green -thirty-four hundred (3 40044w) parking spaces of yvhich not less than three hundred (300) parking spaces.plus handicapped spaces and bus parking and loading areas one-third of the emking sagges shall be reserved for users of the Port Facilities (the "Puking Garage"). The transportation and parking area shall contain bus parking bays that shall be made available for Non -Port Facilities usage during those days when cruise ships do not berth at the Port Facilities Six hundred (600) of the parking spaces shall serve as general parking for users of the Specialty Attractions/Retail Space portion of the Phase I Non Port Facilities if developed-, otherwise such spaces shall generally serve as public parking spaces under the control and management of the County In additiom the remaining twenty-five hundred (2,500) spaces shall be used for Arena parking on Arena Event Days only. provided however at all other times such sgaces shall generaUy serve as public parking spaces under the control and management of the Coumy All revenue derived from parking fees -shall not be treated as Revenues. (iviii<) Specialty Attractions/Retail Space. Structures that may include museum, exhibit retail and/or commercial space includim but not limited to. recreational e c ;oomfilgotm 142 23 "' 4 J and/or destination attractions. (v) Pedestrian Bridge Connection to Bayside. An elevated pedestrian bridge spanning Port Boulevard to the park level of the FEC Property. . Bayside'sSuch-bridge shall consist of only a simple, elevated pedestrian bridge, without air conditioning or retail space, the cost of which shall not exceed Five -Hundred Thousand Dollars ($500,000), In the event the County is unable to obtain all easements, permits, and other approvals and authorizations required for the construction of such simple pedestrian bridge , then the obligation contained in this Section 5.2(b)(iv) shall become null and void, without any further force or effect. (vi) Parking. Notwithstanding aM limit contained in Section 5.2(b)(iii to the contrary, depending on the final development plans for the Phase I Non -Port Facilities, additional parking may be required which might result in the construction of additional parking facilities gaFeges to support the Project. In such event, construction of additional parking on C. TOMWIPOMW 24 143 0 the FEC Property is authorized, provided that such construction costs will not be borne by the City and will be treated as Project Costs. Section 5.3 Description of Phase II. In the event the County exercises the Dhase 1 Opts -the Phase II Option on the Bicentennial Port Property or the Bicentennial Park Property, or both, Phase II of the Maritime Park Project shall generally consist of the improvements to be constructed on' the Bicentennial Property as follows. (a) Phase II Port Facilities. The Port component of the Project consists of. (i) Port Facilities. The Phase II Port Facilities shall consist of. berths I I dedicated for non -cargo maritime vessels, cruise ships or cruise ships that may carry cargo that is incidental to their operation; one or more cruise terminal buildings) adjacent to the berth(s), which may include, gangways, ramps, loading docks and zones, United States Customs areas, other secured areas, waiting areas, storage areas, and terminal related restaurants, kiosks, retail, office, and other space; support facilities and operational space required for or used in connection with the operation of the terminal(s); structures and facilities designed to complement or benefit the terminals or the Non -Port Facilities, including cultural or educational facilities; and all surface, sub -surface, and above -ground access and egress roadways and easements necessary to serve such terminals, structures, and facilities. Such Port Facilities shall be designed by the County or its authorized designee(s). The location and siting of such Phase II Port Facilities shall be determined solely by the County, provided that such facilities are located on the Phase II Port Property. C 00cs 01901.su+ 25 (ii) Parking. A public parking garage in accord with the Concept Plans containing up to eighteen hundred (1800) parking spaces of which not less than one-third of the parking spaces shall be reserved for users of the Port Facilities. The transportation and parking area shall contain bus parking bays that shall be made available for Non -Port Facilities usage during those days when cruise ships do not berth at the Port Facilities so as to necessitate exclusive use of said bus bays. No more than two-thirds of the parking spaces shall serve as general public parking for users of the Phase II Non -Port Facilities, if developed; otherwise, such spaces shall generally serve as public parking spaces under the control and management of the County. All revenue derived from parking fees shall be treated as Revenues and all direct and indirect operating, maintenance, and security costs associated with Project parking facilities shall be treated as Operating Expenses. (b) Phase 11 Non -Port Facilities. In the event there is a Development Agreement with respect to Phase 9 the Bicentennial Property, the Phase II Non -Port Facilities sW may consist of the following amenities, located on either the Phase II Non -Port Property and/or above the Port Facilities on the Phase H Port Property (if practicable), which are generally depicted in the Concept Plans. (i) City Parts Facilities. A City park consisting of landscaped open space and exterior public walkways and plazas located at grade or over building structures providing recreational amenities and facilities for passive and active recreational use by the general public and certain public pedestrian access proximate to the shoreline of the deep water slip and Biscayne Bay, consistent with efficient, secure, and safe operations for maritime vessels (the "Phase II City Park"). A specific program of uses and improvements for Phase II shall be refined rVOC aI901SAM 26 1 96-462 145 through additional planning studies, as may be prepared by the Board, provided that such program is subject to approval by the County Board. (ii) Parking. Depending on the final development plans for the Phase II Non -Part Facilities, additional parking may be required which might result in the construction of additional parking garages to support the Project. In such event, construction of additional parking on either the Phase II Port PropeM or the Phase II Non -Port Property is authorized, provided that such construction costs will not be borne by the City and will be treated as Project Costs. (iii) Specialty Attractions. Specialty attractions that will collectively and in concert with Phase I attractions create a regional destination visitor attraction for downtown Miami. A specific program of uses and improvements for the Phase II Non -Port Facilities shall be refined through additional planning studies, which may be prepared by the WAtime P Board, and approved by the County Board. Section 5.4 Alternate Pion -Port Faculties. -W Phase L in the event that theft is ne Deyelepmeat AgFeement %4h r-espera to HW—% V 1i I WMWAr-ru -W% r"'M ry-W -0 .'1'1SW4T"W4T.TA-a'NW,9FTr ti 146 C 00=81901.sw 27 $r)"G--416"2w 0 1 Mi . easements, aeeess , (b) Phase H.— In the event that (i) the County exercises its Phase II Option on the - Bicentennial Park Property and (ii) there is no Development Agreement with respect to the Phase II Non -Port Facilities then the Phase II Non -Port component of the Project shall consist of park improvements at a cost not to exceed fifteen million dollars ($15,000,000) in accordance with the Concept Plans, , Section 5.5 County's Responsibility to Obtain Project Funds. The County shall be responsible for obtaining Project Funds in accordance with the terms and conditions of this Agreement, in particular Section 5.7, provided, however, that under no circumstances shall the County be required to pay for any of the Project Costs from County revenues derived from ad valorem taxation unless authorized through a legally binding referendum and approved by the County Board via resolution. Notwithstanding any term or provision herein to the contrary, the c. 00=81"Mw 28 El City agrees that Project Funds may be financed, reimbursed, and/or paid from lease or other payments received by the County from a Developer other than the County. Section 5.6 Financing and/or Refinancing of the Project Funds. (1) The County may provide, at one time or from time to time, for the issuance of bonds for the purpose of paying all or a part of the County's obligations under this Agreement subject only to the lin-dtations, set forth in this Subsection with respect to a refunding and/or a refinancing. The County may refinance outstanding bonds which shall have been issued for purposes of financing any of its obligations under this Agreement provided that: (a) The County shall provide the City notice of such refinancing. (b) The savings from any such refinancing shall be utilized for any of the following purposes: (i) to finance all, or any portion of, Phase H; or (ii) to make further improvements to the Leased Property; or (iii) if such refinancing occurs subsequent to the development of all, or any porti6n of, Phase 11 to purchase or redeem any outstanding bonds-, or iv L to reduce the overall debt outstanding for the Project: or Uv to reduce the debt service 2gyments associated with the Project. Notwithstanding the foregoing. the limitations set forth in Subsection d) above shall not apply to the refunding and/or refinancing of any bonds used to finance the constructiom development and/or operation of the Arena and the Parking Garage. I A A^ . r BOO nwipotuw 4., 29 0 (c) Any present value savings used for purposes other than those stated above which result from any such refinancing of any outstanding bonds and occurs subsequent to the development of all, or a portion of, Phase II, shall be accounted for as Revenues. Notwithstanding the fore oing the limitations set forth in subsection (1) above shall not apply to the refunding and/or refinancing of any bonds used to finance the construction, development and/or operation of the Arena and the parking_g_arage on the FEC Property Section 5,7 County's Construction Obligations. The County shall be responsible for providing, or cause to be provided. all Project Funds for the Port Facilities and, if applicable, the Non -Port Facilities, -the -ft fe irate -including, without limitation (i) all construction costs, (it) all costs of furnishings and furniture, machinery and equipment and (iii) all so-called "soft costs" including, but not necessarily limited to architectural, engineering and design fees, survey, title insurance charges and premiums, permits and licenses, insurance premiums during construction, utilities, tap -in connection fees, topographical and soil tests, if any, and (iv) environmental Cleanup Costs, as provided for in Article 17 herein, and (v) all other costs, if any, occurring during the construction of the Project. Nothing contained in this section shall impose upon the i County an obligation to expend funds in excess of the Project Funds. The City agrees that Project Funds may be financed from lease or other payments received by the County from a Developer. I Section 5.8 Bond Obligations. The County shall comply with any requirements set forth in any of the County's existing bond documents which are applicable to the Project or in any i financing documents for the Project. 30 96-462 149 n ARTICLE 6 NIARITINIE PARK BOARD Section 6.1 Maritime Park Board Created. There is hereby created and established pursuant to the provisions of Section 163.01, Florida Statutes (1993), and Dade County Ordinance No. 96-_, a separate legal entity known as the "Maritime Park Board" Section 6.2 Purpose. The Board shall oversee certain aspects of the development of Phase I of the Project pursuant to the powers and duties set forth in Subsection 6.4 of this Article for the purpose of reviewing and approving the design of the Specialty Attraction/Retail Space onion of the of the Phase I Non -Port Facilities and the Phase II Non -Port Facilities. Additionally, the Board, shall accomplish the solicitation and selection of the Developer for the Specialty Attraction/Retail Space portion of the Phase I Non -Port Facilities and the Phase II Non -Port Facilities subject to final approval by the County Board. Section 6.3 Composition, Appointments and Term of Office. (1) The City Commission and the County Board no later than two weeks from the Agreement Date, shall make the appointments to the Board as provided herein. The Board shall consist of five (5) members, two (2) of whom shall be city commissioners serving as ex officio voting members appointed by the City Commission and two (2) of whom shall be county commissioners serving as ex officio voting members appointed by the County Board. The duly appointed members of the Board as soon as practicable after the Agreement Date, but in no event later than thirty (30) days after the Agreement Date appeintment ef the lot ex effleie teembe, shall meet and nominate, and by majority vote shall select and appoint, a fifth member who shall be either (i) net be a city commissioner or a county commissioner, (fil an employee of either the County or the City. (iiil butyl -be a permanent resident and elector of Dade County 150 C 000WINIsw 31 .� VJ who shall work or own a business in Dade County. Vacancies in the membership of the Board .shall be filled in the manner set forth above. (2) The ex officio members shall serve until such time as the Board is dissolved or until such time as they are removed for cause by a vote of the City Commission or the County Board or no longer holds elected office, as the case may be, provided that an ex officio member may only be removed by the QV Commission or County Board that appointed said member. The member appointed by the ex officio members may be removed with or with out cause by majority vote of the ex officio members. (3) At all meetings of the Board, the presence in person of a majority of the total - membership of the Board shall constitute a quorum for the trantaction of business, and each Board member shall have one (1) vote on every issue submitted to a vote of the Board. The act of a majority of the Board present at a meeting at which a quorum is present shall be the act of the M Board. The members of the Board shall make and adopt bylaws and rules and regulations for the Board's governance. 1 (4) The Board shall hold regular meetings and may hold such other meetings as it fdeems necessary. Meetings of the Board shall be public, and written minutes of the proceedings thereof shall be maintained. Section 6.4 Powers and Functions of the Board. Upon the timely appointment of all five members of the Board in accordance with the provisions of Section 6.3 hereof, the Board shall have the power to perform the following functions relating to the Phase I Non -Port Facilities and, if applicable, the Phase I1 Non -Port Facilities: ¢+ocs►se�9ocs�r 32 151 ZYU., -4(52 0 (1) To review the planning, design and Development Program for the Non -Port Facilities and recommend changes thereto or approval thereof, as the case may be, in accordance with the specific provisions of Article 8 of this Agreement. (2) To employ and to compensate such personnel, consultants, and technical assistants as it shall deem necessary to exercise the powers provided in this Section 6.4, provided, however, that the Board shall not incur expenses or liabilities, or cause the County to incur expenses or liabilities, pursuant to this subsection or otherwise in the aggregate of more than Two Hundred Thousand Dollars ($200,000) (for both Phase I and Phase II) without prior approval of the County Board. (3) To receive and use such technical assistance as shall be from time to time made available for its use by the County or the City. (4) To prepare a Request for Qualifications (RF% for the purpose of engaging the Developers to undertake the development of the SMialty Attractions/Retail Space portion of the Non -Port Facilities, described in Section 5 2(b)(iv) hereof, and the Phase H Non -Port Facilities. which shall be submitted to the County Board for ratification and issuance. Such RFQ must comply with all applicable County ordinances, resolutions, and administrative orders. The County Board may authorize the issuance of the RFQ, deny the issuance of the RFQ, or in the alternative, may make recommendations to the Board for modification of the RFQ. (5) To rank and select the Developer of the Phase I Specialty Attraction/Retail Space and the Phase II Non -Port Facilities based upon the Developer's credentials and references, operating skills, access to capital, success of similar projects of comparable magnitude, proposed C. DOC=1901.30W 33 96-462 minority participation and other criteria set forth by the Board, subject to the final approval of the County Board. (6) To negotiate an agreement or agreements for the development of the Specialty Attraction/Retail Space portion of the Phase I Non -Port Facilities and the Phase II Non -Port Facilities and recommend such agreement(s) to the County Board for ratification and final approval. (7) To approve the final construction budget for the Specialty Attraction/Retail Space portion of the Phase I Non -Port Facilities and the Phase II Non -Port Facilities and to reallocate budget line items if the estimated construction budget with respect to the NeR Pen Faeiliti such facilities exceeds the Project Funds and to approve any -changes that materially alter the essential character and components of the approved Development Program, provided that such approval may not be unreasonably withheld, delayed, or conditioned. (8) To undertake or cause to be undertaken planning studies, program of uses and improvements for Phase U. • (9) To exercise any other power necessary and incidental to the implementation of its powers and duties, which have been expressly authorized herein, provided, however, that no term or provision herein shall authorize the Board to incur any expenses and/or liabilities, or cause the County to incur expenses and/or liabilities, totaling in excess of Two Hundred Thousand Dollars ($200,000) (for both Phase I and Phase II) unless expressly authorized, to do so by resolution of the County Board. c: ioocsw��o�.sw 34 �6-462 153 (10) In the event the County elects by resolution to develop a sports facility on the Leased Property, then the Board shall have the additional powers and authority with respect to such facility enumerated in Dade County Ordinance 96- Section 2. (m"-J. Section 6.5 Dissolution and Reinstatement. The Board shall be dissolved upon the Substantial Completion of construction of Phase I of the Project, provided. however. in the event a professional snorts franchise facility is developed on the EEC Property then solely with respect to the Board's powers under Dade County Ordinance 96 Section 2 (m)-(p). the Board shall continue until the earlier of (i) the expiration or termination of the Countv's license agreement or management agreement with Basketball Properties. Ltd. or one of its affiliate entities or (ii) dissolution of the Board via an ordinance enacted by the County Board. The City and the County hereby agree to reinstitute the Board and appoint members thereto in the same manner set forth in subsection 6.3 above (i) in the event that as a result of default or some other similar event which causes a new or additional Developer to be selected in connection with Phase I; or (ii) in the event that the County exercises the Phase H Option for the Non -Port Facilities and elects to issue an RFQ to seek a Phase H Developer, or (iii) in the event there is proposed by either the County or the Developer a substantial modification or alteration of the Non -Port Facilities at any time after Substantial Completion. In the event the Board is reinstituted pursuant to the conditions set forth above, the Board shall have the same powers and duties provided for in this Article except that the Board may not under any circumstances incur, or cause the County to incur, any expenses or liabilities in excess of the limitations contained in Section 6.4(2) unless authorized to do so by resolution of the County. c VocWWWI-SAM 35 Section 7.1 W ARTICLE 7 CONSIDERATION Initial Payment. As consideration for the City dedicating the Leased Property during the term specified herein for the Project, the County shall pay the City a development fee in the sum of six million dollars ($6,000,000.00) in Dade County warrant or by wire transfer on the Agreement Date. Section 7.2 Rent. The County shall pay to the City as rent for the Leased Property the following sums: (a) Annual Base Rent. Commencing on the t hifd'2-a' "veFSaPf-e°the Commencement Date, and on each and every anniversary thereof throughout the Initial Term, initial Annual Base Rent in the amount of One Million Five Hundred Thousand Dollars ($1.500, 000) which shall be increased-es-€eHews: shall be y One Million Five Hundred Thousand Dollars($1,500,000)(S!,900,900) commencing upon (i) the issuance of the final non -appealable permit necesM for the relocation. widening. filling. and/or deepening of the deeF water slip or (u) the first (1 st) anniversary of the Commencement Date. whichever occurs later Gemfffeneement Date; r oomaini.s m 36 96-462 155 f !_� ��l.l�Illff[•tl\i r- S.111t•-1Tt!\j•�-1ayl�f mil!!\Z!\��.•f\-l-f:!\-l;ftolJf<tf\-�1f�ll•Tl-�t/t�f�I:V��i�yt•�-14f 111T �r�fl`i The Annual Base Rent shall be adjusted as specifically provided for in Section 7.2, so that in the event the County deer -net exercises its the Phase II Option with respect to bet# the Bicentennial Port Property and or the Bicentennial Park Property, Feeilities, the Annual Base Rent wild shall be Few Three MUion Dollars ($43,000,000), which, subject to the CPI increases allowed under Section 7.4, constitutes the maximum amount of Annual Base Rent that could become due during the Initial Term. (b) Percentage Rent. In addition to the Annual Base Rent, commencing on the first (1 st) day of April following the third (3rd) anniversary of the Commencement Date and on each and every April 1 st thereafter throughout the Initial Term, a percentage rent in an amount equal to twenty percent (20%) of Net Net Revenues (the "Percentage Rent") for the preceding Fiscal Year. The Percentage Rent shall be determined in the manner prescribed in Section 7.8. Prior to 37 5 6t the City receiving a Preferential Distribution in accordance with the succeeding subsection (c), the Percentage Rent shall be an amount equal to twenty percent (20%) of all Net Net Revenues, In the Fiscal Year in which the City is entitled to a Preferential Distribution in accordance with the succeeding subsection (c), the Percentage Rent in that Fiscal Year and each Fiscal year thereafter shall be equal to twenty percent (20%) of all Net Net Revenues in excess of one million dollars ($1,000,000) (c) Preferential Distribution. In addition to the Annual Base Rent and Percentage Rent, commencing on the first (1 st) day of April following the ninth anniversary date of the Commencement Date and on each and every April 1 thereafter throughout the Initial Term, or on the first (1 st) day of April following the Commencement of Port Operations under Phase II of the Project and on each and every April 1st thereafter throughout the Initial Term, whichever occurs first, a preferential distribution in the amount of the first One Million Dollars ($1,000,000) of Net Net Revenues for the preceding Fiscal Year (the "Preferential DistributionD. Should the amount of Net Net Revenues in any given Fiscal Year be less than One Million Dollars ($1,000,000), the amount of such deficiency will neither carry over to the following Fiscal Year nor in any other way constitute any form of indebtedness from the County to the City. The Percentage Rent shall be determined in the manner prescribed in Section 7.8. Section 7.3 Deferral of Payment of Annual Base Rent As Result of Unavoidable Delays in Construction Of Phase L If commencement of construction of Phase I of the Project is delayed for reasons beyond the control of the County for a period of time in excess of one (1) year from the Commencement Date, then the County may elect to pay the first Annual Base Rent payment in equal annual installments over the next five years of Twe Three Hundred Thousand Dollars ($g300,000) each, 38 96m46 157 with the first payment of such installments to be payable twelve months after the third (3rd) anniversary of the Commencement Date. The City hereby acknowledges that any delay to commencement of construction of Phase I or Phase II of the Project caused by a delay in the County receiving a necessary permit or other required governmental approval, properly applied for by the County, shall be deemed a delay for reasons beyond the control of the County. The deferral of payment of the first Annual Base Rent payment shall not delay the payment or due date of any subsequent Annual Base Rent payment due to the City. Section 7.4 Annual Base Rent Escalation Commencing twe five 5 years after the initial Annual Base Rent is due for Phase I and every Lease Year thereafter during the Agreement Term, the Annual Base Rent for Phase I shall be increased annually by the lesser of the Consumer Price Index (as defined below) or three percent (3%) per year. Commencing wie four 4 years after the each Fes ro_ ve increase of Annual Base Rent for Phase II first becomes due, as described in Subsections 7.2(aX4)+y) hereof, and every Lease Year thereafter during the Agreement Term, such applicable increase(s) of Annual Base Rent shall be increased annually by the lesser of the Consumer Price Index, calculated by the County Finance Director utilizing the definition of Base Year provided below, or three percent (3%) per year. (a) Definitions for Escalation of Rent. For purposes of this Section, the following definitions apply: COOMW19OLU4 39 i ( l) The term "Base Year" means, with respect to each applicable component of Annual Base Rent.described in Section 7.2, the Lease Year immediately following the Lease Year in which each such applicable component of Annual Base Rent first becomes due. (2) The term "Consumer Price Index" means the Consumer Price Index of the Bureau of Labor Statistics, U.S. Department of Labor, for All Urban Consumers, U.S. City Average (all items), or a successor or substitute index as selected by the County. The County shall pay to the City the rent adjustment due within thirty (30) days of Feeeipt the date the Annual Base Rent for the Lease Year is due. Section 7.5 Adjustment to Percentage Rent And Annual Base Rent As A Result of Extension. Prior to the expiration date of the Initial Term, but no sooner than one year before the expiration of the Initial Term, appraisals of the Leased Property shall be made according to the following provisions to determine fair rental value, provided, the County wishes to preserve its option to extend the term of this Agreement pursuant to Article 4 of this Agreement. (a) Appraisals shall be made by three (3) licensed real estate appraisers, each of which (i) shall be a certified general appraiser certified by the state as qualified to issue appraisal reports of any type of real property and (ii) shall have not less than ten (10) years' experience in managing and appraising real estate. One appraiser shall be appointed by the County, one shall be appointed by the City, and the third shall be appointed by the first two appraisers so appointed. (b) After appointment, the two appraisers, appointed by the City and County, respectively, shall proceed promptly to prepare an appraisal of the leased Property. The two C.00CA91"I.&W 40 9 6,- 4 62 159 al: party -appointed appraisers shall use the income approach based on the Annual Base Rent then in effect and Net Net Revenues to determine the fair rental value of the Leased Property for the Extension Terms. (c) The appraisers selected by the Parties shall, within thirty (30) days after receiving their instructions, deliver a copy of their fully documented written appraisals to the City and the County, and the third appraiser. The third appraiser shall analyze the appraisals and conduct any investigations, interviews, and discussions with or without the other appraisers or either of them, that he or she may deem necessary. (d) At a time no more than thirty (30) days after submission of the written appraisals and at a place that the three appraisers shall name, the Parties may have representatives appear and argue any appraisal matters that the Parties deem appropriate. Within thirty (30) days after that time, the three appraisers shalt make a final written determination of the rental rate for the Extension Terms, using the income approach based on the Annual Base Rent then in effect and on past Net Net Revenues. If the appraisers are unable to agree on a rental rate for the Extension Terms, then the final determination of the rent shall be made by the third appraiser, also using the income approach based on past Net -Net Revenues and the Annual Base Rent then in effect. (e) The final determination of the rental rate for the Extension Terms shall be the sole component of rent to be paid by the County to the City during the Extension Terms, should the County exercise its option regarding such term(s). Such annual rental rate shall supplant and be in. lieu of all elements of compensation currently contained in Article 7 hereof. (f) Each Party shall pay the cost of the appraiser chosen by the Party, and the Parties shall share the cost of the third appraiser. C. U*CJLSB,9914W 41 . t u 2 ' ,� Section 7.6 Address for Payments. The County shall pay, by mail or personal delivery, all payments required by this Agreement to the City at City Hall, 3500 Pan American Drive, Miami, FL 33133. Section 7.7 Late Charges. The Annual Base Rent, Percentage Rent, and any other monies payable to the City under this Agreement shall bear interest at the Prime Interest Rate from and after the date when the funds shall become due and payable and until paid in full. Section 7,8 Records. The County shall maintain proper books of record and accounts separate from all other records and accounts of the Seaport Department, in which shall be made full and correct entries of all transactions relating to the Project. Not later than one hundred - twenty (120) days after the close. of each Fiscal Year, the County shall cause an annual audit of its books, records and accounts for the preceding Fiscal Year to be made by an independent certified public accountant. Within thirty (30) days after the Seaport Department receives audited financial statements of the Project, the County shall deliver to the City a statement of its Net Net Revenues for the preceding Fiscal Year signed and certified by a Certified Public Accountant, along with a certificate from the County's finance director of the computation of Net Net Revenues, if any, and payment of the Percentage Rent and/or Preferential Distribution which is due from the County to the City for the preceding Fiscal Year, if applicable. ARTICLE 8 POSSESSION AND CONSTRUCTION OF FACILITIES Section 8.1 Delivery of Possession of the Property. The City shall deliver possession of the Leased Property to the County upon the Agreement Date. [a the eyeat t4e Go 42 q.6 161 0 In the event the County exercises the Phase II Option, the City shall immediately thereafter deliver possession to the County the portion of the Bicentennial Property upon which the Phase II Option has been exercised. Section 8.2 Commencement and Completion of Improvements. Pursuant to proper Eeua y building permits and in the manner provided by law and local ordinance, and pursuant to the terms of this Agreement, the County shall construct and develop on the Leased Property. or cause to be constructed and developed, the Project, which includes the Phase I Port Facilities, eider the Phase I Non -Port Facilities eF Ph&Se t t e ,.►,... Peet k eilitie., s the eas y4e; -and, if applicable, , the Phase II Port Facilities, Phase II Non -Port Facilities or Phase II Alternate Non -Port Facilities, as the case may be, referred to from time to time collectively as the "Improvements". (a) Phase I Port Facilities. The County agrees that it shall no later than two years from the Agreement Date Deeemb'er- 31, 199' commence construction of the Phase I Port Facilities, and shall promptly and diligently complete all the work pertaining to the Phase I Port Facilities by no later than four years from the Agreement Date. Dee mbef 31, 1999, unless subject to Unavoidable Delays. Notwithstanding the foregoing, or any term or provision herein to the contrary, the County may, at its election, expand, modify, repair, reconfigure, or rebuild the Phase I Port Facilities at anytime during the Agreement Term or any applicable Extended Term. c %D0=B%9o1.1W 43 4 ` 2 Ej (e)Lbj Prase II Port Facilities. —#i - If the County exercises the Phase II Option, pursuant to Article 18 of this Agreement, the Phase II Port Facilities and, if applicable, the Phase II Non -Port Facilities, shall be constructed as agreed to herein. The County shall continence construction of the Phase II Port 163 Facilities no later than twelve (12) months after the County's Phase II Option is exercised and shall complete construction thereof within four (4) years therefrom, unless subject to Unavoidable Delays. (d4Uc Phase I Non -Port Facilities and/or Phase II Non -Port Facilities. In the event there is a Development Agreement for the Phase I Non -Port Facilities and/or Phase II Non -Port Facilities, the construction schedules for such Non -Port Facilities will be as provided in the Development Agreement for each phase. (e) dI Phase H Alternate Non -Port Facilities. In the event that the County exercises its Phase II Option with respect to the Bicentennial Port Property only, the County shall, where practicable and necessary, plant grass on the Bicentennial Park Property by no later than the completion date for the Phase II Port Facilities. In such event, the City hereby grants the County a license for purposes of planting grass on the Bicentennial Park Property to the extent such planting is required. In the event that the County exercises its Phase II Option with respect to both the Bicentennial Port Property and Bicentennial Park Property, and there is no Development Agreement with respect to .the Phase II Non -Port Facilities, the County shall, where practicable and necessary, plant grass on the Bicentennial Park Property by no later than the completion date for the Phase II Port Facilities. In the event that the County exercises the Phase II Option as to both the Bicentennial Port Property and the Bicentennial Park Property, and no Development Agreement exists with respect to the Phase II Non -Port Facilities by the earlier of (i) the expiration of a five-year period commencing on the completion of the Phase II Port Facilities or (ii) the ninth anniversary of the Agreement Date, the County shall complete the Phase II Alternate Non -Port Facilities within twelve L 2� mnt� C: %DOCS=%901.SAM 45 asp 462 El 0 Section 8.3 Project Costs. The County shall pay or cause to be paid all Project Costs subject to the funding of such Project Costs in accordance with the provisions of Sections 5.5 and 5.7 of this Agreement. The Parties acknowledge that construction costs cannot be fixed due to the lack of control of the parties over the cost of labor, materials and equipment or over competitive bidding, and market conditions, and, accordingly, the exact amounts of the estimated construction costs for development of the Non -Port Facilities or the Alternate Non -Port Facilities may change once final plans and designs for the Non -Port Facilities or the Alternate Non -Port Facilities have been prepared for, and approved by, the Board (except for plans of the professional sports franchise facility to be constructed on the FEC Property). In the event the final construction cost estimates for such final plans and designs exceed the applicable Project Funds, the County shall not be responsible for such excess without the prior approval of the County Board. Section 8.4 Manner of Construction of the Project. The construction of the Improvements on the Leased Property shall be in accordance with all applicable federal, state and local laws, ordinances, rules, regulations, and other applicable legal requirements and the Concept Plans, the Preliminary Plans,.the arA Construction Documents, and the Master Site Plan as herein defined, which shall be approved in the manner set forth below. Section 8.5 Design, Concept Plans and Preliminary Drawings. All improvements for the Port Facilities shall be designed by the County or its agents in a manner which is consistent C lDOCSWIf�Ol.S/8( 96-462 165 166 El with the Concept Plans and the Master Site Plan. The design shall attempt to achieve an integrated site development with the Non -Port Facilities, if applicable, which attempts to maximize the flow of visitors through the Non -Port Facilities. The City acknowledges that prior to the execution of this Agreement, the County has submitted to the City, and the City has already approved, the Concept Plans for the construction of the Project and the City has delegated the right to review the Master Site Plan to the Board. The County and the Developer will prepare preliminary drawings that will depict the size and locations of all the Non -Port Facilities' structures and the features for the design of the Non -Port Facilities, if applicable. Section 8.6 Review and Approval of Preliminary Plans. The County shall submit Preliminary Plans for the Non -Port Facilities (other than the professional sports franchise facility), if applicable, to the l e-Pa Board for review and approval as follows: (a) Port Facilities. With respect to the Phase I Port Facilities, the City shall delegate the right to review the Master Site Plan to the Board. Notwithstanding any term or provision herein to the contrary, the City's sole right of review and approval of the Phase II Port Facilities is the right to approve the Concept Plans. The Mwitime-P a Board has no right to review the Port Facilities..excew for its limited right to review the location of the Phase I Port Facilities as depicted in the Master Site Plan. (b) Non -Port Facilities. The County in coordination with the Developer shall submit the Preliminary Plans other than the Preliminary Plans for the professional sports franchise facility, to the Board for written approval. The plans need not include proposed tenant improvements unless such improvements materially impact the aesthetics of the exteriors, including signage, landscaping and lighting. Upon receipt of each set of Preliminary Plans 47 4�1 6 a representing a certain stage of construction, the Board shall review same and shall promptly (but in any event within fifteen [ 15] calendar days after such receipt) give the County written notice of its approval or disapproval setting forth in detail each of its reasons for any disapproval. The Board's right to disapprove the Preliminary Plans submitted shall be limited to matters depicted in the Preliminary Plans which do not conform substantially to the design concept previously approved in the Development Agreement or previously approved Preliminary Plans for other stages of the Project or new elements not presented in the Development Agreement. Additionally, to the extent not inconsistent with the preceding sentence, the Board may require reasonable and proper design changes that do not materially alter the Development Agreement, or the previously approved Preliminary Plans or the construction budget. If no written response is delivered to the County within fifteen (.15) calendar days after submission of such Preliminary Plans, or within five (5) calendar days of any resubmission thereof, they shall be deemed approved, except that no violation of applicable governmental statutes, ordinances, codes, plans, laws or regulations, shall be deemed waived thereby. In the event of a disapproval, the County shall, within a reasonable time from the date the County receives the notice of such disapproval resubmit such Preliminary Plans to the Board, altered to satisfy the reasonable and proper grounds given for disapproval. Any resubmission shall be subject to review and approval by the Board in accordance with the procedure hereinabove provided until same shall be approved by the Board. The Board and the County shall in good faith attempt to resolve any disputes concerning the Preliminary Plans. Section 3.7 Review And Approval of Construction Plans. Construction Plans shall consist of final working drawings and specifications including, without limitation, the following r IooCM81"I SW EV q6-462 167 information: definitive architectural drawings; definitive foundation and structural drawings, definitive electrical and mechanical drawings; final specifications. landscaping; and graphics. (a) Phase I Port Facilities. The final Construction Plans for the Phase I Port Facilities shall be submitted to the County's Building and Zoning Department for final construction permitting, with a notice and copy of such submittal to the City Manager. The City Manager may review such Construction Plans for compatibility with the EeneeptPlans Master Site Plan only. The City Manager shall have thirty (30) days from receipt of the Phase I Port Facilities' Construction Plans in which to provide the County with written comments concerning the compatibility of such Construction Plans with the previously reviewed Master Site Plan. The County shall consider all reasonable comments of the City Manager with respect to compatibility. The City and the County shall in good faith attempt to resolve any disputes concerning the compatibifity of the Phase I Port Facilities' Construction Plans with the previously appFeNvd Geneept. Plans reviewed Master Site Plan. (b) Phase I Non -Port Facilities. After approval of Preliminary Plans for the Phase I Non -Port Facilities, the County or the Developer, as the case may be, shall submit to the Board, two sets of Non -Port Facilities' Construction Plans (excluding the Construction Plans relating to the professional sports franchise facifiW when the Plans are 10% complete, 50% complete and 90% complete. The plans need not include proposed tenant improvements unless such improvements materially impact the aesthetics of the exteriors, including signage, landscaping and fighting. In addition, for the Phase I City Park the plans must include all site development, landscape architecture, signage, lighting and other amenities. C.Ip0OW190114M 49 C)Fo-4b2 Upon receipt thereof, the Board shall review same and shall promptly (but in any event within fifteen (15) days after such receipt), give the County, or the Developer, as the case may be, notice of its written approval or disapproval, setting forth in detail its reasons for any disapproval. The Board's rights to disapprove the Construction Plans submitted shall be limited to matters depicted in the Construction Plans which do not conform substantially to the approved Preliminary Plans or previously approved Construction Plans for other stages of the Project or are new Non -Port Facilities' elements not presented in the approved Preliminary Plans. If no response from the Board is delivered to the County or the Developer within fifteen (15) days after the submission of such Construction Plans, or within five (5) calendar days of any resubmission thereof as hereinafter provided, they shall be deemed approved, except that no violations of applicable laws, statutes, ordinances, codes, or regulations shall be deemed waived thereby. In the event of a disapproval, the County, or the Developer(s), shall, within a reasonable time from the date of its receipt of the notice of such disapproval, resubmit the Construction Plans for that stage to the Board altered to satisfy the grounds given for disapproval. The Board's determination of what constitutes matters that do not conform substantially to the approved Preliminary Plans or previously approved Construction Plans shall be final and conclusive. Any resubmission shall be subject to review and approval by the Board. Once the final Construction Plans for the Non -Port Facilities are approved by the Board, the County or the Developer shall submit them to the Cis C-eu* Building and Zoning Department, with notice and copies to the.Coun Gity Manager, for final construction permitting. C %DOMSBsa UW 50 �6 �' 169 46 , (c) Notwithstanding any term or provision hereintothe contraryin the event a professional sports franchise facility is to be constructed on the FEC Property., Section 8.7(b) hereof shall have no force or effect with respect to the professional acility. Section 8.8 Performance and Payment Bonds. The County shall require and procure from the contractor or contractors undertaking any part of the construction and equipping of the Leased Property, performance and payment bonds in connection with each of the contracts. The County shall also require from such contractor or contractors, waivers or releases of all liens or rights of lien for labor and materials furnished in the construction and equipping of the Leased Property. Section 8.9 Insurance. The County shall require every such contractor 'to furnish insurance protecting the City and the County and their respective commissioners, officers, agents, and employees, as their interests may appear, against any claim for personal injuries, death claims, and property damage that may be asserted because of the construction and equipping, the insurance to be of that character and in those amounts as may be determined by the County Manager. Section S. 10 Conveyance by the County to the City. Upon the proper termination of this Agreement, whether by passage of time or otherwise, the County, in consideration of the granting of this Agreement by the City, grants and conveys unto the City the Port Facilities and, if applicable, the Non -Port Facilities, including all Improvements, buildings,. structures and related amenities such as sidewalks, landscaping, curbs, driveways, bridges, docks, terminals, tunnels and fixtures, as well as all apparatus and equipment, trade fixtures or machinery necessary for the complete and comfortable use of the buildings and other structures, but excluding any property, C 00=8190144U 1-6 170 El equipment, or machinery of Sublessees or other third parties and further excluding any equipment primarily used for port operations, including, without limitation, gangways, conveyors, check in counters, signage, and computers. Notwithstanding the foregoing, in the event this Agreement is terminated while bonds issued to finance Project Costs are outstanding, such conveyance is subject to any leasehold mortgage or financing documents, including any provisions in such documents which allows a trustee, receiver, or lender to manage and operate the Project in order to preserve Revenues. Further, notwithstanding any provision herein to the contrary, no item or provision hereof shall be construed as authorizing the City, during the term hereof or otherwise, to use or operate, or to allow third parties to use or operate, any of the Port Facilities or - Non -Port Facilities as a Port. Section 8.11 City Property to Remain Free of Liens. The County shall have no power or right to and shall not in any way encumber the City's fee simple interest in the Leased Property. If any mechanics' liens shall at any time be filed against the Leased Property, the County shall promptly take and diligently pursue a cause of action to have the same discharged or to contest in good faith the amount or validity thereof and if unsuccessful in such contest, to have the same discharged. Upon the County's failure to do so, the City, in addition to any other right or remedy that it may have, may take such action as may be reasonably necessary to protect its interest, and the County shall be responsible for any and all costs incurred by the City in connection with such action, including all reasonable legal fees, costs and expenses. Section 8.12 Prompt Payment of Materialmen and Suppliers. The County shall make, or cause to be made, prompt payment of all money due and legally owing to all persons doing' any work, including subcontractors, or providing supplies and equipment in connection with the C. 00OW1901.SAM 52 96 - 462 171 59 W development, construction, reconstruction or operation of the Project. Nothing in this section shall limit the right of the County to contest, in good faith, by legal proceedings or otherwise, whether any amount claimed or alleged to be due and owing to any such person is legally due and owing and the County may withhold payment of such amounts pending resolution of such dispute. Section 8.13 Permits and Authorizations. The City shall diligently assist the County with the platting of the FEC Property. The City shall diligently assist the County and its agents in obtaining all permits, including, without limitation, assignment of development rights provided for in the Downtown Area wide DRJ, as well as all certificates and authorizations needed for the construction of the Project. Any City permits or other formal government approvals, when requested by the County from the City, will not be unreasonably withheld, delayed,or conditioned by the City. Section 8.14 County's Phase 11 Construction Obligations. In the event that the County elects to exercise the Phase H Option, the County shall construct and develop the Phase II Port Facilities and Phase H Non -Port Facilities (if applicable) in accordance with the provisions of this Article. ARTICLE 9 MAINTENANCE, REPAIRS AND IMPROVEMENTS Section 9.1 Repairs and Maintenance of Port Facilities and Non -Port Facilities. The County shall throughout the Agreement Term, maintain or cause to be maintained in good, clean and orderly condition and repair the Leased Property and aU Improvements thereon including the Port Facilities and the Non -Port Facilities, if applicable. The County shall promptly make or cause to be made to the Non -Port Facilities and the Port Facilities all necessary repairs, renewals and replacements, intefier. and to the exterior, structural and non-structural, whether C 00MM90141W 53 made necessary or caused by fire or other cause or by ordinary wear and tear. All repairs, renewals and replacements shall be of good quality sufficient for the proper maintenance and operation of the Non -Port Facilities and the Port Facilities and shall be constructed and installed in compliance with all applicable building codes. Nothing contained in this agreement, other than the City's indemnity obligations contained herein, shall impose on the City the obligation to make any repairs or expend any monies for the maintenance of the Leased Property or the renewal, replacement, or repair of the Non -Port Facilities or the Port Facilities. The City shall be responsible, at the City's sole cost and expense, for any maintenance, repairs, security or other costs resulting from or made necessary by the City's use of the City Park for Special Events, as defined in Section 18 hereof, scheduled by the City or its agents. Section 9.2 Alteration of Non -Port Facilities. The County shall not make or permit to be made any alteration of, addition to, or change in, the Non -Port Facilities, nor demolish all or any part of the Non -Port Facilities, that materially changes or substantially alters the character of the Project without the prior consent of the City Manager, which consent shall not be unreasonably withheld, conditioned, or delayed. In requesting such consent the County shall comply with all applicable laws and ordinances, and shall submit to the City Manager detailed plans and specifications of the proposed work and an explanation of the need and reasons for it. The City shall notify the County and the Developer, if applicable, of its approval or objections, as the case may be, as promptly as possible after receiving the information, but not later than thirty (30) days from receipt thereof The City's failure to timely respond within thirty (30) days shall be deemed an approval of such proposed alterations or work._ c 000=19O U4 54 96-462 173 ARTICLE 10 USE OF LEASED PROPERTY Section 10.1 County's Right to Sublease, Grant Licenses and Grant Air Rights For the Non -Port Facilities. Except as otherwise provided herein, the County has the right to sublease all or any part of the Non -Port Facilities, including the granting of licenses and air rights over any portion of the Non -Port Facilities, in a manner which is consistent with this Agreement and subject to the City MaoageOs Board's prior written consent, which consent shall not be unreasonably withheld, delayed, or conditioned, provided, however, no approval of the Gity Manager -Board is required if the Sublease is for ten thousand (10,000) square feet or less of retail space. Section 10.2 County's Right to Sublease and Grant Licenses at the Port Facilities. Without the consent of the City, the County may enter into Subleases and grant licenses for the use of portions of the Port Facilities for purposes which are consistent with the operat' 'on of the Port Facilities. The County may also grant air rights over any portion of the Port Facilities in a manner consistent with this Agreement provided that such grant is approved by the City Manager, which approval shall not be unreasonably withheld, conditioned, or delayed. Section 10.3 Sublessees Right to Maintain Possession. The City agrees that any rights it may have to reenter and take possession of the Leased Property shall be subordinate to the rights of any Sublessee to continue peacefully in possession under any and all Subleases, provided that the Sublessee is not in default of any of the terms and conditions of its Sublease. The City further agrees that upon requests from Sublessees, it will grant such assurances to such Sublessees as may be requested of their continued right to occupy the Leased Property pursuant r DOMSfit"I SAM 55 to the terms of their Subleases so long as they agree to attorn to the City and remain in compliance with the terms of such Subleases and provided further that any such Subleases do not I extend beyond the expiration of the term of this Agreement and provided further that any Sublessee requesting such assurances of non -disturbance reimburses the City for any and all legal expenses incurred in connection with the review and approval of such request. Section 10.4 Right to Mortgage Leasehold and Subleasehold. The County shall have the right to mortgage and otherwise encumber its rights under this Agreement Sublessees shall have the right from time to time to mortgage and otherwise encumber, with the prior approval of the County their rights under their Sublease, in whole or in part, by a Subleasehold Mortgage. The County shall provide the City with a copy of all Subleasehold Mortgages. There shall be no subordination of the City's fee simple interest in the Leased Property to the lien of the Leasehold Mortgage or related financing nor shall the City be required to join in such financing. No leasehold Mortgage may impose any lien upon the City's fee simple interest in the Leased Property. The County and City agree that any remedy for a default by a Sublessee under the terms of a financing shall be limited to the appointment of a receivership or the assumption of the Sublessees obligations by the Subleasehold Mortgagee or a replacement entity selected by the i Subleasehold Mortgagee. { Section 10.5 Compliance by County and the City. Throughout the term of this Agreement, the Parties shall promptly comply with all federal, state, county, municipal and other i governmental statutes, laws, rules, orders, regulations, and ordinances including all Environmental i Laws affecting all or any portion of the Leased Property including its uses. Additionally, the I> County shall require all Sublessees and licensees to comply with all federal, state, county, 56 96-462 175 municipal and other governmental statutes, laws, rules, orders, regulations, and ordinances, including all Environmental Laws affecting all or any portion of the Leased Property, including its uses. The County will discharge any and all obligations incurred by it, or cause any Sublessees to discharge any and all obligations incurred by them, which give rise to any liens on the Leased Property, it being understood and agreed that the County and any Sublessees shall have the right to withhold any payment so long as they are in good faith disputing liability for or the amount of such liens, provided any contest of liability or amount operates as a stay of all sale, entry, foreclosure, or other collection proceedings in regard to such obligations. Section 10.6 Contest by County. The County and any of its Sublessees shall have the right to contest the validity or application of any statute, law, rule, order, regulation, or ordinance by appropriate legal proceedings diligently conducted in good faith, in the name of County or, where 'appropriate, such Sublessees. City hereby agrees to execute and deliver any necessary papers, affidavits, forms or other such documents necessary for the County or any Sublessee to contest the validity or application of any such statutes, laws, rules, orders, regulation, or ordinance. Section 10.7 Devote the Leased Property to Uses Specified in This Agreement. The County and any of its Sublessees or licensees shall restrict the use of the Leased Property, to those uses specified in this Agreement and allowed by Applicable Laws and ordinances. Section 10.8 Gaming. In the event that gaming is legalized or authorized within the State of Florida or Dade County and the City of Miami, it is hereby specifically agreed that the Leased Property may be used for such purposes pursuant to licensing from the appropriate governmental authorities, subject to the limitations set forth in Section 19.6 herein. If the Leased C. WOC3=90I.&W 176 57 � �jqJ ,.�� 2 i Property is used for gaming activities, the City shall be entitled to receive additional consideration 1 in an amount which shall be negotiated by the Parties based on the revenues received by the County from such gaming operation. The City shall not receive additional consideration for any revenues received from any gaming vessels for wharfage, dockage fees or other published port tariff, exclusive of any extraordinary tariff imposed solely on "gaming operations". Section 10.9 Estoppel Certificates from City. Upon the request of the County; or any Subleasehold Mortgagee, or Sublessee, the City agrees, within twenty (20) days after -such request, to give such requesting party an estoppel certificate stating whether or not (i) the County . or Sublessee is in default pursuant to the terms of this Agreement or Sublease; (ii) this Agreement - or Sublease is in full force and effect, and (.i.H) this Agreement has been modified. i Section 10.10 Waiver of Landlord Lien. In order to enable the County and any Sublessee to secure financing for the purpose of fixtures, equipment, and other personalty to be located on or in the Leased Property whether by Security Agreement and Financing Statement, Chattel Mortgage or other form of security instrument, the City hereby does and will from time to time, upon request, execute and deliver an acknowledgment that it has waived its "landlord's" or ! other statutory or common law liens securing payment of rent or performance of the County's } ? other covenants under this Agreement. I� I Section 10.11 Notice to Landlord of Leasehold and Subleasehold Mortgages. An 1 executed counterpart or a certified true copy of each Leasehold and Subleasehold Mortgage shall be delivered to the City together with written notice specifying the name and address of such Subleasehold Mortgagees to which notices shall be sent. For the benefit of any such Subleasehold I i Mortgagee who shall become entitled to notice as provided in Subsection 10.12 below, the City 1 c.,mcs�se��or sur - 58 - 462 177 agrees, that it will not accept a voluntary surrender of the Leased Property or a voluntary cancellation of this Agreement from the County prior to the expiration of the Agreement Term and will not make any material amendment to this Agreement which materially affects the substantive rights of a Subleasehold Mortgagee, without, in each case, the prior written consent of each Subleasehold Mortgagee under this Agreement, which consent shall not unreasonably withheld. The foregoing is not meant to prohibit a sale of the fee to the County. Section 10.12 Notices to Subleasehold Mortgagee(s). No notice of the County's default shall be deemed to have been given'by the City to any Sublessee unless and until a copy has been given to the Subleasehold Mortgagee, if any, provided that such Sublessee Mortgagee shall have notified the City of its name, address and its interest in the Leased Property prior to the City's issuance of such notice. The County irrevocably directs that the City accept and the City agrees to accept, performance and compliance by any such Subleasehold Mortgagee or Sublessee of and with any of the terms of this Agreement with the same force and effect as though kept, observed or performed by the County, but the City shall not be obligated to accept such performance and compliance if, at any such time, the City shall not be furnished with evidence reasonably satisfactory to the City of the interest in this Agreement claimed by the party tendering such performance and compliance. Nothing contained herein shall be construed as imposing any obligation upon any such Subleasehold Mortgagee or Sublessee to so perform or comply on behalf of the County. C. %DOMBMIJUM 59 �:�4- ARTICLE 11 INSURANCE AND INDEMNIFICATION Section 11.1 Indemnification. To the extent permitted by law, and subject to the applicable limitations set forth in Florida Statutes Section 768.28, the City shall indemnify and save the County, harmless from any and all claims, liability, losses or damages and causes of action, to the extent arising out of the performance or non-performance of this Agreement by the City, its employees, agents, contractors and subcontractors. The City shall pay all claims and losses in connection therewith, and shall defend all suits, in the name of the County where applicable, including appellate proceedings, and shall pay all costs, judgments and attorneys fees. However, nothing herein shall be deemed to require indemnification of the County for any liability or claims to the extent arising out of the negligence, performanceorlack of performance of the County or its officers, employees, Sublessees, licensees or agents. To the extent permitted by law, and subject to the applicable limitations set forth in Florida Statutes Section 768.28, the County shall indemnify and save the City harmless from any and all claims, liability, losses or damages and causes of action, to the extent arising out of performance or non-performance of this Agreement by the County, its employees, agents, contractors and subcontractors. The County shall pay all claims and losses in connection therewith, and shall defend all suits, in the name of the Geunvy fit where applicable, including appellate proceedings and shall pay all costs, judgments and attorneys fees. However, nothing herein shall be deemed to require the indemnification of the City for any liability or claims to the extent arising out of the negligence, performance or lack of performance of the City or its officers, employees, Sublessees, licensees or agents. BMI " 60 g6 46 179 Section 11.2 Insurance. (a) Property Insurance. The County shall 6) insure; any Port Facilities' improvements or structures b' -Pic vises against all losses in the same manner and to the same extent that it insures other property owned by the County or 60 require any Sublessee in the Sublease to insure their subleasehold. Notwithstanding the foregoing, the County shall have no obligation to insure any portion of the Non -Port Facilities or the Alternate Non -Port Facilities, except as the County may agree to in any Sublease (b) Liability Insurance. The City recognizes that the County has an ongoing self insurance program for Public Liability, Automobile Liability and Workers Compensation in compliance with and subject to the limitations -of Section 768.29, Florida Statutes. Section 11.3 Insurance Proceeds. In the event the County receives insurance proceeds in excess of the damages incurred, the excess insurance proceeds shall be used first in accordance with any applicable bond provisions and in the absence of such provisions, by the County for any lawful purpose. ARTICLE 12 DAMAGE OR DESTRUCTION OF LEASED PROPERTY Section 12.1 Definitions. The phrase "Completely Destroyed" shall be construed to mean (a) the destruction of the safe, tenantable use or occupancy of the Port Facilities end or the Non -Port Facilities under this Agreement, or (b) damage to the extent of fifty percent (50%) or more of the Non -Port Facilities end- or the Port Facilities. c 00=81901- m 180 Section 12.2 Bond Requirements. In the event the County finances the Port Facilities and/or the Non -Port or Alternate Non -Port Facilities, as the case may be, with bonds that are backed by a pledge of the revenues of the Seaport Department and until such bonds and any refunding bonds are no longer outstanding, the provisions pertaining to damage and/or destruction of Port property which will include Port Facilities, and Non -Port Facilities or Alternate Non -Port Facilities, as the case may be, set forth in the bond ordinance or indenture which authorized the bonds shall prevail and take priority over the provisions of this Article to the extent there is any conflict. Section 12.3 County's Duty to Restore Port Facilities and felon -Port Facilities If, at any time during the Agreement Term the Port Facilities and/or the Non -Port Facilities excludin the professional sports franchise faciliW, or any of its parts shall be partially damaged or destroyed by fire or other casualty, the County covenants that, if the cost of renewing, replacing, or reconstructing the damaged or destroyed property, as determined by the lowest qualified bidder, shall not exceed the proceeds of insurance and other moneys available to the County for such purpose, it shall promptly commence and diligently proceed with the renewal, replacement, 1 or reconstruction of the damaged or destroyed property to the same value, conditions and i character which existed immediately prior to such damage or destruction, subject to such changes i i or alterations as the City may approve upon the request of the County. If the cost of such j - renewing, replacing, or reconstruction exceeds the proceeds of insurance and other moneys j available for such purpose, then in that event, the County shall within six (6) months after this j damage or destruction and as soon as reasonably practicable, at its sole cost and expense, or using 's such financing, including using such funds obtained from financing backed by Revenues, as may 62 �(0 462 181 be approved by the City (but using along with the County's funds insurance proceeds available for that purpose) repair, alter, restore, replace or rebuild to as close to the same value, conditions and character which existed immediately prior to such damage or destruction as available insurance proceeds will allow, subject to such changes or alterations as the City may approve in conformity with the provisions of this Agreement and modern construction techniques and methods. Subject to the City Commission's approval, and any rights of approval which any of the County's Sublessees may have, the County may construct Improvements which are larger, smaller or different in use and represent the highest and best use of the Leased Property. The County agrees that it will use its reasonable efforts to ensure that the Port Facilities or any of its parts does not remain damaged such that it interferes with the operation of, or the access to, the Non -Port Facilities. If at any time during the Agreement Term the orofessional_snorts franchise facility. or any of its parts, shall be partially damaged or destroyed by fire or other casualty, the County shall comply with the terms of the Related Agreements pertaining to the restoration of such facility. Section 12.4 Termination of Lease In The Event of Complete Destruction. In the event that the Port Facilities and/or the Non -Port Facilities are Completely Destroyed, the County may elect not to restore the same. In such event the County shall have the right to terminate this Agreement and its obligations under this Agreement by giving written notice to City within sixty (60) days after such Complete Destruction. In the event of such termination the County shall cause to have removed from the Leased Property any and all debris and rubbish and unless otherwise directed by the City shall demolish any strictures remaining upon the Leased Property so as to return possession of the Leased Property in a clean and safe condition. In the event the County elects not to terminate this Agreement, the County shall within thirty-six (36) months C. UWSVeisas+M 182 63 9 - 4 62 ,.1 after the Complete Destruction, and as much sooner as is reasonably possible, at the County's sole expense or using such financing, including using such funds obtained from financing backed by Revenues, as may be approved by the City (but using along with the County's own funds insurance proceeds and other moneys available for that purpose) replace, renew and reconstruct the Port Facilities and/or the Non -Port Facilities with Improvements of the same value, conditions and character which existed immediately prior to such damage or destruction, subject to such changes or alterations as the City may approve in conformity with the provisions of this Agreement and modern construction techniques and methods. Subject to the City Commission's approval, and any rights of approval which any of the County's Sublessees may have, the County may construct Improvements which are larger, smaller or different in use and represent the highest and best use of the Leased Property, The County agrees that it will utilize reasonable efforts to ensure that the Port Facilities or any of its parts does not remain damaged such that it interferes with the operation of, or the access to, the Non -Port Facilities or the Alternate Non -Port Facilities. Section 12.5 Abatement of Rent. The County shall be entitled to abatement; 4{ allowance, reduction or suspension of the Annual Base Rent due the City under this Agreement in ` proportion to the onion of the Leased Property affect should art o or all o the Leased � P P P P �y � P � � Property become untenable for its intended -use. Such abatement, reduction, or suspension of the Annual Base Rent shall continue for the period of time necessary to reconstruct or repair the portion of the Leased Property rendered untenable, but in no event shall such period of time be in excess of three (3) years. In such event, the parties shall utilize whichever one of the following ME 9 & ` 4 6 2 1113 methods of calculating rent abatement which produces the largest reduction of the Annual Base Rent. Current Fiscal Year Net Revenue X the Annual Base Rent Prior Fiscal Year Net Revenue OR Unaffected Square Footage X the Annual Base Rent Total Project Square Footage Section 12.6 Disposition of Insurance Proceeds Upon Termination of Lease as a Result of Complete Destruction. The Parties agree to the following provisions that shall survive the termination of this Agreement and that shall be applicable in the event this Agreement is terminated pursuant to the provisions of Section 12.4. All insurance monies shall be first applied to pay the aggregate outstanding deb Debt Service Requirements and the balance of such insurance monies shall be paid to the County. ARTICLE 13 MANAGEMENT, OPERATIONS AND DISPOSITION OF PORT FACILITIES Section 13.1 Management and Operations. The County shall, during the term of this Agreement, exercise exclusive control over the management, operations, and functions of the Port Facilities, including, without limitation, bulkheads, utilities, dredging, maritime terminals, roadways and ancillary facilities, and the Parking Facilities, all in accordance with the provisions 1 of this Agreement. 184 Section 13.2 County Jurisdiction Upon the Leased Property. Pursuant to Section 125.015, Florida Statutes (1993), the County shall have exclusive jurisdiction over the Port Facilities' portion of the Leased Property, including, without limitation, jurisdiction over police services and building, planning and zoning. Notwithstanding that the County has exclusive jurisdiction over the Port Facilities' portion of the Leased Property, and pursuant to Article I, Section 1.01(17) and Article V, Section 5.06 of the Home Rule Charter of Metropolitan Dade County, the City, at its sole cost and expense, shall provide all necessary firefighting, fire -rescue, paramedic, and fire -inspection services to the FEC Property and the Bicentennial Property, including, without limitation, all Improvements made thereto and all activities conducted thereon. In addition the City shall retain jurisdiction, authority, and responsibility for providingto o all portions of the Leased Property, other than the Port Facilities, at the Cip s sole cost and expense, all necessary municipal services including without limitatio% police, building zoning and planning; services. The cost to the City of providing such municipal services shall not be treated as a Project Cost Notwithstanding the foregoing, the CougV has the rigbLt to supplement the Citv's police and security forces anywhere on the FEC Propery or the Bicentennial Property with County police officers or Seaport Department security staff but the Countxis under no obligation hereunder to do so. Section 13.3 Compliance With All Laws. The County shall operate the Port Facilities, at all times in accordance with all applicable laws and regulations. Section 13.4 Transfer of Port Facilities. In the event that the County ceases to operate the Port Facilities, due to the early and proper termination of this Agreement or the expiration of the Agreement Term, title to all Port Facilities shall vest in the City. In such event, the County C, %DW ► 81901sW 66 _ 96-462 185 shall, at County's sole cost and expense, retrofit the Port Facilities for non -maritime uses, provided that none of the costs of such retrofitting shall be payable from any County funds arising from ad valorem taxation, and provided further that the costs of such retrofitting shall not exceed Two Million Dollars ($2,000,000) at the end of the Agreement Term, provided however, that in the event this Agreement is terminated earlier, the cost shall be adjusted in as follows: (a) Five Hundred Thousand Dollars ($500,000) for Lease Years one (1) throtigh ten (10). (b) Seven Hundred Fifty Thousand Dollars ($750,000) for Lease Years eleven (11) through twenty (20). - (30). (c) One Million Dollars ($1,000,000) for Lease Years twenty-one (21) through thirty (d) One Million Two Hundred Fifty Thousand Dollars ($1,250,000) for Lease Years thirty-one (31) through forty (40). (e) One Million Five Hundred Thousand Dollars ($1,500,000) for Lease Years forty-one j (41) through forty-four (44). i (f) Two Million Dollars ($2 000,000) for Lease Year forty-five (45). Section 13.5 Limitation on Use of Port Facilities. Whenever title to the Port Facilities is vested in the City, under no circumstances shall the City, its employees, tenants, agents, contractors, or assigns use or operate, or allow any third party to use or operate, any of the Port Facilities, as a public or private port facility without the prior consent of the Board of County Commissioners, as provided for in Section 2-11.6 of the Code of Metropolitan Dade County. The c.ioocsseivotsur 67 462 j prohibition contained in the preceding sentence shall survive both the expiration and/or termination of this Agreement. ARTICLE 14 DEFAULT Section 14.1 Events of Default. Any one or more of the following shall constitute an "Event of Default": (a) The failure of the County to pay any installment of Annual Base Rent, Percentage Rent, Preferential Distribution or any other payment due or required under this Agreement when due and the continuance of the failure for a period of thirty (30) days after notice thereof in writing from the City to the County. Notwithstanding the foregoing, in the event the City and County have a bona fid- dispute as to the proper amount of Annual Base Rent, Percentage Rent, or Preferential Distribution due, the County's failure to pay the disputed amount prior to the resolution of such dispute shall not be deemed an Event of Default, provided the County has timely paid to the City the portion of the amount due that is not in dispute. (b) A breach by the City of any warranty set forth in this Agreement. (c) The failure of the City or the County to perform any of the other covenants, conditions and requirements of this Agreement, and the continuance of such failure for a period of ninety (90) days after notice thereof in writing, which notice shall specify the respects in which the notifying party contends that the party being notified has failed to perform any of the covenants, conditions and agreements, provided, however, if the failure to perform cannot be cured in a practicable manner within ninety (90) days, the curative period shall be extended as necessary to give the defaulting party a reasonable opportunity to cure, not to exceed one year from notice of such default. bV P9 6 - 4 6 2 187 188 Section 14.2 Remedies in Event of Default. For an Event of Default on the part of the City, which occurs prior to the third Ord) anniversary of the Commencement Date, the County may, at its sole discretion, terminate this Agreement without any liability to the City, and all County obligations arising under this Agreement shall cease upon the County providing the City with written notice of such termination. For an Event of Default by the County, which occurs prior to the third Ord anniversary of the Commencement Date, the City may, in its sole discretion, terminate this Agreement without any liability to the County other than the City's right to retain any or all of the development fee i&ial received from the County pursuant to Section 73 hereof. The City agrees that any lender or Sublessee of the County shall have the right to cure a default by the County. For any Event of Default by the County or the City occurring after the third anniversary of the Commencement Date the parties shall have the right to pursue any or all of the following remedies: (i) the right and option to terminate this Agreement and all its obligations hereunder. by giving notice of such election to the Party in -default, whereupon this Agreement shall terminate as of the date of such notice (subject, however, to the rights of any Sublessee); (ii) the right to a writ of mandamus; injunction or other similar relief, available to it under Florida law; or (iii) the right to maintain any and all actions at law or suits in equity or other proper proceedings to obtain damages resulting from such default. C.IDOCSl OWI Wi 96-462 A Section 14.3 Curative Period. No Event of Default, except a monetary Event of Default as set forth in Section 14. I(a) hereof, shall occur until any applicable curative period has lapsed without the act or breach complained of in the notice of default being cured. Section 14.4 Waivers to Be in Writing. The receipt of Annual Base Rent or Percentage Rent or any other payment of money due or required under this Agreement by the City, with knowledge of any breach of this Agreement by the County or of any default on the part of the County in the observance or performance of any conditions, covenants or requirements of this Agreement, shall not be deemed to be a waiver of any provision of this Agreement unless agreed to and authorized in writing by the City Manager. The receipt by the City of any Annual. Base Rent or Percentage Rent or any other sum of money or any other consideration paid by the County after the termination, in any manner, of the Agreement Term demised, shall not reinstate, continue or extend the Agreement Term demised, unless so agreed to in writing and signed by the County and the City. Section 14.5 Obligations, Rights and Remedies Cumulative. The rights and remedies of the Parties to this Agreement, whether provided by law or by this Agreement, shall be cumulative, and the exercise by either party of any one or more of such remedies shall not preclude the exercise by it, at the same or different times, of any other such remedies for the same default or breach or of any of its remedies for any other default or breach by the other party. Section 14.6 Rights of Sublessees. If the City shall have given notice to any Sublessee or lender, as required by this Agreement, such Sublessee or lender shall have, and be subrogated to, any and all rights of County with respect to the curing of any such Event of Default but shall also have the right to extend the period of time for curing of any such Event of Default for an C. tD0=B1901.SAM 70 189 q6-462 additional period of ninety (90) days from the date contained in the notice given pursuant to article 10 of this Agreement, or in the case of an Event of Default which cannot be cured within said ninety (90) day period, for such additional period as, with all due diligence and in good faith, is necessary to cure the Event of Default. Section 14.7 Rights and Limitations of City After Termination Following County Default. At any time or from time to time after the termination, in any manner, of this Agreement the City may relet the Port Facilities or any part thereof, for such Agreement Term (which may be greater or less than the period which would otherwise have constituted the balance of the term of this Agreement) and on such conditions (which may include concessions or free rent) as the - City, in its sole discretion, may determine and may collect and receive the rents therefor. Notwithstanding the foregoing, the City shall not permit its agents, assigns, employees or any third party to use or operate, the Leased Property, including the Port Facilities as a public or private port facility without the prior approval and consent of the Board of County Commissioners as provided in Section 2-11.6 of the Metropolitan Dade County Code. The County hereby agrees that the City may utilize the Leased Property for the following maritime purposes: (a) A public or commercial marina for small pleasure crafts and (b) For docking and operating dinner boats not exceeding one hundred and fifty feet (150) in length and eight feet (8) draught, except as may be permitted by the Seaport Department. Section 14.8 Surrender of Property. Upon the expiration of the Agreement Term, or upon the proper termination of this Agreement at the option of the City as a result of an Event of Default by the County, the County will at once without process of law, peaceably surrender 190IS-W 190 71 fir , 62 t 4 � possession of the Leased Property and the Port Facilities and the Non -Port Facilities to the City and remove all its personal property from it, subject to the Section 8.10+ of this Agreement, provided that the foregoing shall not be construed as in any way limiting the County from exercising any rights, defenses, or remedies it has hereunder, at law, equity, or otherwise. ARTICLE 15 CONDEMNATION Section 15.1 Total Taking. If at any time during the Agreement Term the whole of the i �11 Leased Property shall be taken for any public or quasi -public use under any statute or by right of 1 `` eminent domain, or by private purchase in lieu thereof, then this Agreement, on the earlier of (i� the date that title shall be taken, or (ii) the date the condemning authority takes possession thereof, shall automatically terminate, and shall be of no further force, and the County shall be released from all obligations set forth in this Agreement, except for the payment of rent or other monies which have accrued and are then due to the City. Subject to any obligations to `k bondholders under the applicable ordinance or indenture, all compensation awarded or paid upon such a total taking of the Leased Property shall belong to the County except for any compensation attributable to the value of land, which shall belong to the City. ! Section 15.2 Partial Taking. If any part of the Leased Property shall be so taken as to I' render the remainder thereof unsuitable for the purposes for which the Leased Property was leased, then the City and the County shall each have the right to terminate this Agreement, within ninety (90) days notice to the other after the date of such taking. Subject to any obligations to bondholders under the applicable ordinance or indenture, all compensation awarded or paid upon k i . such a partial taking of the Leased Property shaU be divided as provided in Subsection 15.1 72 96-46 191 Sc above. If any part of the Leased Property shall be so taken and this Lease shall not terminate or be terminated under the provisions above, then the annual Base Rent shall be equitably apportioned according to the area so taken, and the County shall restore the remaining portion of the Leased Property to the extent necessary to render it reasonably suitable for the purposes for which it was leased. ARTICLE 16 RENEWAL AND REPLACEMENT FUND Section 16.1 Renewal and Replacement Fund. To the extent required by the financing documents for Phase I and/or Phase II and subject to any other applicable bond documents, there shall be created and designated a Maritime Park Project Renewal and Replacement Fund (the "Renewal and Replacement Fund"), to be established by the County. The County shall deposit annually in such fund an amount determined by the consulting engineers employed by the Seaport Department after having. considered among other things. the funding of any existing renewal and replacement funds as required by anv bond documents related to the issuance of debt for the Project. Only such cash deposits to the Renewal and Replacement Fund shall be treated as a component of Net Net Revenues, per Article 7 herein. Expenditures from the Renewal and Replacement Fund shall not be included in the determination of Net Net Revenues I herein. Funds held for the credit of the Renewal and Replacement Fund shall be disbursed with respect to the Maritime Park Project to pay the cost of unusual or extraordinary maintenance and repairs, the cost of acquiring, installing or replacing equipment and acquiring and constructing additions and any engineering, legal and administrative expenses related to the foregoing. Any earnings to the credit of the Renewal and Replacement Fund shall remain in the Renewal and c 00c =190csw 73 192 96; --462 El Replacement Fund, and be used each year as a reduction of the required deposit recommended by the consulting engineer for such Fiscal Year. ARTICLE 17 ENVIRONMENTAL Section 17.1 Environmental Warranty of County. The County warrants and represents that it will not knowingly or unlawfully use or employ the Leased Property, or any of the facilities thereon to handle, transport, store, treat, or dispose of any hazardous or toxic wastes, materials, or polluting substances, on the Leased Property, excluding any such wastes, materials, or substances existing on the Leased Property on or before the Agreement Date and - further excluding any such wastes or substances that may migrate onto or under the Leased Property from adjoining land or water after the Agreement Date. The County warrants and represents that it will not knowingly conduct any activity on the Leased Property in violation of any applicable Environmental Laws and that it will require that all activities on or relating to the Leased Property be conducted in fu11 compliance with all Environmental Laws and all terms, conditions and requirements of any and all permits, licenses, consents, approvals, and authorizations of any federal, state, or local regulatory agencies or authorities. Section 17.2 Environmental Warranty of City. The City warrants and represents that it will rot knowingly or unlawfully use or employ the Leased Property, the FEC Property, or the Bicentennial Property, or any of the facilities thereon to handle, transport, store, treat, or dispose of any hazardous or toxic wastes, materials or polluting substances on the Leased Property, the } FEC Property, or the Bicentennial Property, excluding any such wastes, materials, or substances existing on the Leased Property or Bicentennial Property on or before the Agreement Date. The I c 00C=1901 &4U 74 193 06f21%96 FRI 10:59 FAS 505 3705 5611 DADE C Y ArTY 29 City warrants and represents that it has disclosed to the County all information, in the City's possession, custody, or control relating to environmental contamination at, on, or under the Leased Property and the Bicentennial Property, including the presence of any hazardous or toxic wastes, materials, or substances, on any portion of the Leased Property or the Bicentennial Property. The City warrants and represents that it will not knowingly conduct any activity on the Leased Property or the Bicentennial Property in violation of any applicable Environmental Laws and that any activity on or relating to the Leased Property or the Bicentennial Property will be conducted in full compliance with all Environmental Laws and all terms, conditions and requirements of any and all permits, licenses, consents, approvals, and authorizations of any federal, state, or local regulatory agencies or authorities, and that it will insure that no activities take place in areas owned, leased, or controlled by the City, that surround or are in proximity to the Leased Property, the FEC Property, or the Bicentennial Property that may result in environmental contamination or hazardous or toxic waste or materials being deposited on, or migrating to, onto, or under the Leased Property, the FEC Property, or the Bicentennial Property. Section 17.3 Allocation of Liability for Existing Contamination on the Leased Property. The Parties agree that prior to the execution of this Agreement, the County has R ! performed a Phase I environmental audit of the Leased Property and the Bicentennial Property. f: f c. r+acs�se�vo,.san, ' 75 1� aooa . Notwithstanding the foregoing, in the event that the ` Gamy det Fmine"result of the Phase 11 audit' ` that the Leased Property is at any time found to not be in compliance with the applicable Environmental Laws or that contaminants have been or are being discharged, emitted, transmitted or otherwise released into the environment (the "Existing Contamination"), the City and County, subject to the provisions of subsection 17.4 below, hereby agree to undertake the necessary remedial action required on the Leased Propertx by all federal, state, local regulatory agencies or authorities. In the event Existing Contamination_ is found to exist on the Leased Property, the City and the County agree to contract with an environmental firm. mutually acceptable to both, whosE function shall be to determine the source of the Existing Contamination and attribute or allocate responsibility for such Existing Contamination to either the City or the County, or both, as the case may be. The environmental firm shall allocate responsibility to the City for any Existing Contamination which the environmental firm determines was caused'orior to the Agreement lute. The City and the County agree that the cost of such environmental firm is to be apportioned equally between the City and the County, and the CouWs share is to be treated as a Project Cost. Section 17.4 Allocation of Financial Responsibility for Cleanup of Existing Contamination. The Parties hereby agree that the County shall be responsible for undertaking any and all cleanup required on the Leased Property for Existing Contamination, subject to the C 00=81901.1w kP ���4 " 6) 195 SP 1 limitations, conditions, and reimbursement provisions contained herein. For purposes of this Article, Existing Contamination cleanup costs shall include the amount of funds actually expended by the County or its authorized agents or contractors, after the Agreement date, to remove, transport, dispose and/or otherwise remediate Existing Contamination from the Leased Property, including, without limitation, (i) all direct and indirect construction costs, (ii) all soft costs associated with such cleanup or remediation, including, without limitation, consulting or legal fees, design fees, environmental audit fees, remediation studies, etc., (iii) all costs associated with the removal, transportation, disposal, storage, incineration, dumping, and/or monitoring of the Existing Contamination, and costs of required monitoring all or portions of the Leased Property for signs of contamination, and (iv) civil penalties arising from such Existing Contamination if imposed against City and/or County after the Agreement Date, but excluding any criminal penalties, fines, or sanctions arising from or relating to the Existing Contamination, (hereafter "Cleanup Costs"). Notwithstanding any term or provision herein to the contrary, if the environmental firm attributes responsibility to the City for the Existing Contamination. the City shall be solely responsible for all costs relating to or arising from *e- such Existing Contamination other than the Cleanup Costs. Conversely, if the environmental firm attributes responsibility to the County for the Existing Contamination, the County shall be solely responsible for ail costs relating to or arising from such Existing Contamination other than CleanupCosts, provided however such expense is treated as a Proieect Cost.. The Cleanup Costs for the Existing, Contamination on the I FEC ProQerty for which the City is found to be responsible by the environmental firm, shall be paid as follows: C. IDOC=81901 SUM 77 ` 196 J (i) The City shall pay the initial Cleanup Costs up to an amount of two million dollars ($2,000,000) for Phase 1. Such payments shall be made by the City in the form of Annual Base Rent abatement, of up to one million dollars ($1,000,000) per year to be so abated and collected by the County from the subsequent Annual Base Rent payments due to the City, under Section 7.2(a) hereof, after expenditure of such funds by the County until the amount of abated Annual Base Rent equals the amount of expended Phase I Cleanup Costs up to $2 million. (ii) If the Phase I Cleanup Costs exceed the two million dollars ($2,000,000) reimbursed by the City to the County as provided above, the County shall be responsible for the payment of the remaining Phase I Cleanup Costs up to a maximum of two million dollars ($2,000,000) and such expenditures by the County shall be considered as Project Costs. (iii) To the extent the Phase I Cleanup Costs exceed four million dollars ($4,000,000),, the County shall be responsible for fifty percent (50%) of any excess and such expenditures by the County shall be considered as Project Costs. The City shall be responsible for the other fifty percent 50% of Phase I Cleanup Costs in excess of four million dollars ($4,000,000) (the-C-ity's -Phase 1-Peftien") and such expenditures by the City shall initially be paid by the County, C ' _ provided all such advance County payments shall be treated as Project Costs. The County shall f be reimbursed by the City in the form of a deduction from any Preferential Distribution or fPercentage Rent due, or to become due, to the City under Section 7.2(b):Uc hereof until all such advanced County payments have been fully reimbursed. The Cleanup Costs for the Existing Contamination on the FEC Property, for which the County is found to be solely responsible by the environmental firm. shall be paid solely by the. County but shall be treated as a Project Cost. C. VOCT eIMM" 78 �16 4 6 L 197 The Cleanup Costs for ha5e 11 ef the Leased Pfepemy the Existing, Contamination on the Phase 11 portion of the Leased Property, for which the City is found to be responsible for by the environmental firm, shall be paid as follows €af Phase W (i) The City shall pay the initial Phase II Cleanup Costs in an amount up to two million dollars ($2,000,000). Such payment shall be made by the City in the form of Annual Base Rent abatement, of up to one million dollars (S1,000,000) per year to be so abated and collected by the County from the subsequent Annual Base Rent payments due to the City under Section 7.2(a) hereof after expenditure of such funds by the County. (ii) If the Phase II Cleanup Costs exceed the two million dollars ($2,000,000) reimbursed by the City to the County as provided above, the County shall be responsible for the payment of up to an additional two million dollars ($2,000,000) of such costs and such expenditures by the County shall be treated as Project Costs. (iii) The County shall be responsible for fifty percent (50%) of any amount in excess of four million dollars ($4,000,000) for Phase II Cleanup Costs and such expenditures by the County shall be considered as Project Costs. The City shall be responsible for the other fifty percent (50%) of Phase II Cleanup Costs in excess of $4 million ' " and such expenditure by the City shall initially be paid by the County, provided that all such advanced County payments shall be treated as Project Costs. The City shall promptly reimburse the County for all of such advanced payments in the form of abatement of Annual Base Rent due, or to become due, to the City by County under Section 7.2(a) hereof, provided such abatement shall not exceed fifty percent (50°l0) in any given Lease Year. Such abatement of the County's Annual Base Rent shall continue until C VOCS"190/ SW 198 79 Eetifitws all such advance payments of the City's Phase 11 Pen 1.,. by the County have been fully reimbursed. The Cleanup Costs for the Existing, Contamination on the Phase II portion of the Leased Property, for which the Count is s found to be solely responsible by the environmental firm shall be paid by the County and shall be treated as a Project Cost. Section 17.5 County's Liability for Contamination During Term of Agreement. The County agrees to undertake at the County's sole cost and expense, any environmental remediation resulting from a release of hazardous materials, hazardous waste or hazardous substances occurring on or from the Leased Property in connection with any acts or activities of the County or the County's agents, lessees or licensees during the Agreement Term, excluding any Cleanup Costs associated with the Existing Contamination and any environmental remediation resulting from or necessitated by the acts, omissions, or activities of the City, or the City's agents, employees, lessees or licensees. Section 17.6 City's Liability for Contamination During Term of Agreement. The City agrees to undertake at the City's sole cost and expense, any environmental remediation resulting from or necessitated by a release of hazardous materials, hazardous waste or hazardous i substances occurring on or from the Leased Property or the Bicentennial Property in connection ; i with acts efaissiees or activities of the City or the City's agents, or licensees during the Term of i this Agreement, excluding any remediation necessitated by the acts, emissiens, or activities of the County, the County's agents, employees, lessees or licensees. ! Section 17.7 Party's Indemnity. If the County's or the City's warranties and representations contained in Subsections 17.1 and 17.2, respectively, are materially false or { I C IDOCS=UV1.SW OU 96-462 199 200 M substantially breached, the breaching or falsifying party agrees to defend, indemnify, and hold harmless the other party and its agents, officials, and employees, to the fullest extent permitted by law, from and against any and all claims, causes of action, or demands, in law or in equity, including but not limited to, all lien claims, administrative claims, claims for injunctive relief, claims of property damage, natural resources damages, environmental response and clean up costs, fines, civil penalties, and expenses (including without limitation, counsel fees, consultant fees and expert fees, costs and expenses incurred in investigation and defending against the assertion of such liabilities), which may be sustained, suffered or incurred by the said other party, its agents, officials or employees and that arise out of or materially relate to the Leased Property, the FEC Property, or the Bicentennial Property. ARTICLE 18 PHASE II OPTION Section 18.1 Option to Lease and Develop Bicentennial. In consideration for the services provided by the County, as set forth in Subsection 18.4 hereof, the City hereby grants to the County the Phase II Option. The County may exercise the Phase U Option at any time during the Phase II Option Term, provided, however, that the County is not in default under the terms of this Agreement and that it exercises the Phase II Option in accordance with the provisions set forth in this Article. Section 18.2 Exercise of the Phase 11 Option. The Phase II Option shall be exercised, in whole or in part, by written notice from the County to the City (the "Option Notice"). The Option Notice must be received by the City no later than the last day of the Phase II Option Term. Section 18.3 Termination of Option. The County shall have the right to terminate the Phase II Option at any time during the Phase Q Option T event the Geumy se c.000=1MI-S M 81 9G-462 44. In the event that on the last day of the Phase II Option Term the County has not exercised the Phase II Option in the manner described above, then all rights and obligations of the County and the City with.regard to the Phase II Option, except for the obligation set forth in Section 18.4, and the develepment ef Phase 11 and all restrictions set forth in this Article with regard to Phase II, shall terminate and be of no further effect. Section 18.4 Care and Maintenance of Bicentennial Property During the Phase U Option Term. Except as provided in Section 18.5 with regard to Special Events, as defined below, and Subseetien 18.6 VAth Fegafd to the Givy's the County hereby agrees to maintain the Bicentennial Property during the Phase-11 Opt Agreement Term. The City hereby grants to the County and its employees and agents the right to enter upon the Bicentennial Property during the Phase-11 Opt�ee Agreement Term for purposes of performing its maintenance duties and obligations set forth in this Section. Section 18.5 Bicentennial Property. Except as otherwise provided herein, the Parties hereby agree that during the Phase II Option Term, the City retains all ownership rights of possession, use and occupancy of the Bicentennial Park Property, including but not limited to, the right to schedule, program and conduct specific recreational activities and events at the Bicentennial Park Property (the "Special Events"), provided that such activities are consistent c wocs►s l"14W 82 96"-46 2-6 201 0 with park purposes, shall net 1 Notwithstanding the foregoing or any term or provision herein to the contrary, the City covenants that the City, its agents or contractors shall not develop or construct, nor allow any third party to develop or construct, any structures (other than temporary structures for the staging of concerts) on the Bicentennial Property, , without first receiving the written consent of the County. The City, at City's sole cost and expense, shall be responsible for all costs incurred in connection with such Special Events, including the costs of cleanup, repairs, replacement, maintenance, insurance, and security incurred or necessitated by or in connection with such Special Events, and shall indemnify and hold the County harmless from any claims, losses, liability, or damages arising from such Special Events, or any other City -held or sponsored events on the Bicentennial Property except to the extent such liability arises from the County's negligence. in the eyeat the County a er, e:the. the Phase 1 n pt en F the D: ... me.:..1 Pen C IDOCS=1901 &W 83 ���� b2 10M I am AL=U� :11 �-f3n .. . ...... MUM: Pei k Pf-epeny, the GoaRpf-may,-al g— C-eunty's sele- diser-eti M, ectle—el le e-seye.t--- eit-heF er-beth (i), the Biemtemial Pe.—.-tnr-epe.M.,, eF deyeleped by C. 'DocMaigal.&W 84 6 - 4 6cl 20316 0 . .yly7ltl� ty��•�:Iir.L.. �:I-•i'. Lam-.-•fIt••�T�'�� vL=,.rri: :ai:: T.r:. :.-i:m -r.it�fu�rw>.%.-i•'��i i����r:i:r.-t-sr r :I:j11?etae:t .�' �2f -•! 1. "1 7�t 1`STITf.-1�-.f7<-f a� . t �1 it • . -Y.••�Y�I�-IT•��f off l-.r�l-tff7":\- 1-1�>•:ar.�.vtt f�. the City and the Geunty Pr-ejeet, sueh as + T Section 18.81 Modification of Description of Leased Premises as a Result of County's Exercise of the Phase II Option. in the event that th Nepwty shall eenmiwe the Leased In the event the County_exercises the Phase H Option on the Bicentennial Port Pro2eM only. the Bicentennial Port Property and the FEC Property shall constitute the Leased Property under this Agreement and the County's use and c. WOC=lw/.SIW 85 204 n occupancy thereof shall be subject to all the same terms. covenants and conditions of this Agreement and all references to the Leased Property in the Agreement shall be deemed to include such Property. In the event that the County saeeess€uliy exercises the Phase 11 Option on the Bicentennial Park Property, the Bicentennial Park Property less a" peftien deyeleped by the City, i€-applieable,or the Bicentennial Port Property, as the ease niay be if applicable, and the FEC Property shall constitute the Leased Property under this Agreement and the County's use and occupancy thereof shall be subject to all the same terms, covenants and conditions of this Agreement, and all references to the Leased Property in the Agreement shall be deemed to include such property. Notwithstanding that the Bicentennial Park Property may not be included within the definition of Leased Property any right of access or easement on or through such oroveM that is conveyed to the County herein shall remain valid and enforceable throughout the Agreement Term. ARTICLE 19 ADDITIONAL RIGHTS AND OBLIGATIONS Section 19.1 County's Responsibility For Existing City Bond Obligation. The County hereby agrees that the Existing City Bond Obligations, to the extent not exceeding Four Million Nine Hundred Eighty -Six Thousand Dollars 0) ($4.986.0001(the "Cap"), shall be paid by the County and allocated as a Project Cost. To the extent not exceeding the aforementioned Cap, the County shall reimburse the City annually for payment of its prior year's annual debt service in connection with the Existing City Bond Obligations, commencing on the first anniversary of the Commencement Date and continuing until the Cap is reached or the C' Ta-Milt" I U" 86 9 6- 4 6 2 205 0 Existing City Bond Obligations are paid off, whichever first occurs. Any costs associated with such bond obligations in excess of Four Million Nine Hundred Eighty -Six Thousand's hfee Milo„ -Eight HURdfed-and Twenty-SeN,en Theusand, T-hfee-Heed-and Si", Dollars 7;36 ($4,986,000) shall be paid by the City. The County, at its sole election, may pay off the Existing City Bond Obligations referenced above either all at once or pursuant to the annual payment schedule referenced above, provided, in either case, that such payment(s) shall constitute Project Costs. Any savings resulting from the County's election to pay off the Existing City Bond Obligations early shall belong to the County and shall not be treated as Revenues hereunder. Section 19.2 County's Assumption of Certain Obligations and Liabilities. The - County hereby assumes and agrees to hold harmless the City with respect to all obligations and liabilities of the City arising out of, or in connection with, the Grants of Easement from the City to Miami -Dade Water and Sewer Authority, a copy of which has been delivered to and reviewed by the County and is attached as Exhibit L and incorporated herein by reference thereto. Section 19.3 County Access to Biscayne Boulevard. The Parties herein agree that upon platting the FEC Property that the parcel depicted in Exhibit 1� will be dedicated to the Florida Department of Transportation for the improvement of Biscayne Boulevard in accordance with the Burle Marx Plan. In the event that such dedication does not occur, such parcel shall remain a portion of the Leased Property. Section 19.4 City and County Obligations Pertaining to the Developer Selection Process. (a). The Parties hereby agree that the intent of this Agreement is to attempt to provide for the development of the Project, if practicable, and not just to facilitate the expansion of the Port of Miamii. r ,00rmiga.s+M 206 87 e. �, 4 612 ,u j # (b) , Date. The County's execution of a Development Agreement for the construction of a professional sports franchise facility on the FEC Property. satisfies the intention expressed in Section 19.4(a) above. If the County exercises the Phase II Option with respect to the Bicentennial Park Property, the County hereby agrees to i use reasonable efforts to pursue, where financially feasible and reasonably practicable, a Development Agreement for the Phase II Non -Port Facilities by the earlier of (i) five (5) years i from the County's commencement of construction of the Phase II Port Facilities after exercise of I the Phase II Option on the Bicentennial Port Property or (ii) nine (9) years from the Agreement Date. i i Notwithstanding the preceding sentence such County obligation shall be extinguished and be of no further force or effect if the County elects to terminate the Bicentennial Park Property portion of the Phase II Option. c 00CS IPOISiw 88 9 as 4 6 2 the devele�-- ef the Pon Faeilities, i 5,2 efthis . -Ifeementi Gity's pr-epesed deyelepment %ith the eenstmeted eF PI&Med Pen Faeflities and en whether- such sempenents ef the Peft Foeilities, theif weess, titi[Wes, peofifig; aprem, gangways, sesufity and .......... c OOCISWI90I."W 208 .............. w f riz—V 89 4 6' 2 ni4 E- ON or �Z: v wocsm'"I UW Ell 209 q 6 - 462 c wocsusieo�.su� 210 91 6,-2 92 6-462 211 El • w Section 19.5 City Obligation Pertaining to Use of the Property. The City hereby agrees that the development of the Project necessitates the removal of any restrictions, imposed by City ordinance, or otherwise, pertaining to the sale or consumption of alcoholic beverages on c 0000190,.SAW 212 93 n6-462 any portion of the Leased Property and accordingly, hereby agrees to do all things necessary to remove any such restrictions within sixty (60) days of the Agreement Date. In the event the City fails to comply with this obligation, the County may elect to terminate this Agreement and in such event the City shall remit to the County the Development Fee plus any interest earned thereon within thirty (30) days of receipt of such termination notice. 19.6 Restrictions On County's Use of Leased Property. The County may not use the Leased Property to dock United States flagged vessels that are less than five hundred (500) feet in length and used primarily on one -day or shorter "gaming" excursions. Such use restriction, however, shall not apply to one -day or other cruise ships on which "gaming" is merely an - incidental, but not the primary, activity or to any stationary vessels on which gambling is permitted. 19.7 Cleanup of FEC Property. The County shall commence cleaning up and maintaining the FEC Property as soon as practicable after the Commencement Date. M • - - • Y _- C',Dp =B%901.S4M 94 n6 um40'2 213 ARTICLE 24-20 � QUIET ENJOYMENT { County, upon paying all rents, revenues and other monies herein provided for and performing in accordance with the terms, agreements, and provisions of this Agreement, shall peaceably and quietly have, hold and enjoy the Leased Property during the Agreement Term without interruption, disturbance or hindrance by the City or by anyone claiming by, through or under the City. ARTICLE 241 FIRE STATION Section 2-31.1 Allocation of Space. The Parties hereby agree that a site containing one acre shall be set aside by the County from the Bicentennial Property for the purposes of constructing a fire station facility to accommodate the relocation of Fire Station #l, which is presently located at 144 NE 5th Street, Miami, Florida, and for berthing a fire boat of not more than sixty (60) feet in length. Notwithstanding that the aforementioned fire station and fire boat berth may be tentatively sited on the Concept Plans or other exhibits appended hereto, the actual locations of such fire station and fire boat berth are subject to change and shall be determined solely by the County. Such locations shall be limited to space available on eithw the �^ Wep" of the Bicentennial Property, as determined by the County. The County shall act in cacacsu�worsvw 214 95 6-462 WD good faith to orovide non-exclusive access to the above -referenced City Fire Station and Fire Boat Berth from either Port Boulevard or Biscayne Boulevard to the extent reasonably practicable. The design of such fire station must be compatible with both the Port Facilities and Non -Port Facilities. Such design shall be subject to the review and approval of the County, provided that such approval may not be unreasonably withheld. Further, neither the construction nor the operation of such fire station or fire boat berth may interfere with the construction or operation of either the Port Facilities or the Non -Port Facilities. Notwithstanding any term or provision herein to the contrary, the City shall have sole responsibility to maintain, insure, and secure the fire station and fire boat berth. If the area designated by the County for the fire station is within the boundaries of the Leased Property, upon the County making such final designation, the definition of Leased Property shall be revised by the County to exclude such designated fire station parcel (not to exceed one acre), and all County obligations undertaken herein with respect to such property shall immediately cease upon such designation. Section 221.2 Fire Station and Berth Construction Costs. The County shall contribute to the actual construction costs of such fire station and fire boat berth in an amount not to exceed Two Million Dollars ($2,000,000), which amount shall be treated as a Project Cost. Such contribution shall be made to the City in installments commencing after construction of such station and fire boat berth begins and the City's contractor submits its first draw for payment to the City. Upon the City's contractor certifying to the County that such station is twenty-five percent (25%) constructed, the County shall pay the City within thirty (30) days of such certification the sum of five hundred thousand dollars ($500,000). Upon the City's contractor certifying to the County that such station is 50% complete, the County shall within thirty (30) 96 9 6 - 4 62 215 I days of such certification pay the City an additional sum of five hundred thousand dollars ($500,000). The same procedure shall be followed at the 75% completion stage of construction. Upon the City submitting a copy of the station's final certificate of occupancy to the County, the County shall make the final reimbursement payment to the City, not to exceed the sum of five hundred thousand dollars ($500,000). Notwithstanding the foregoing, in no event shall the County pay the City in excess of the actual construction costs for such fire station and fire boat berth. Should the total costs of constructing the fire station and fire boat berth exceed two million dollars ($2,000,000), the City shall pay all such excess costs and shall proceed with due diligence to expeditiously complete construction of same. Neither the construction nor the operation of the fire station or the fire boat berth shall interfere with any operation or construction of, or access to, the Port Facilities or, if applicable, the Non -Port Facilities. ARTICLE 2 22 GENERAL CONDITIONS Section 232,1 Disclaimer. Other than those contained in this Agreement, the City makes no other representations, warranties, or guarantees of any nature whatsoever concerning the physical condition of the Leased Property. This Agreement sets forth the entire agreement between the parties, with respect to the Leased Property and in that regard, there are no promises or understandings other than those stated in this Agreement. Except as otherwise provided herein, it is agreed that City will not be responsible for any loss, damage or costs which may be incurred by the County by reason of any physical condition of the Leased Property. Section 232.2 Interpretation of the Agreement. This Agreement is the result of negotiation between the parties and has been typed/printed by one party for the convenience of C. %00C IM-MM 97 b—JX62 both parties, and the parties covenant that this Agreement shall not be construed in favor of or against either of the parties. Section 232.3 Headings. Any headings preceding the text of any articles, paragraphs or sections of this Lease shall be solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect Section 232.4 Binding Effect. The terms, conditions and covenants of this Agreement shall inure to the benefit of and be binding upon its parties and their successors and permitted assigns. This provision shall not constitute a waiver of any conditions prohibiting assignment or subletting. Section 232.5 Severability. If any provision of this Agreement or its application to either party to this Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect other provisions of this Agreement which can be given effect without the invalid provision, and to this end, the provisions of this Agreement are severable. Section 232.6 Inspections. The authorized employees and representatives of the City shall have the right of access to the Leased Property at all reasonable times for the purposes of l inspection to determine compliance with the provisions of this Agreement. This right of inspection shall impose no duty on the City to inspect and shall impart no liability upon the City should it not make Any such inspections. The authorized employees and representatives of the County.shall have the right of access to the FEC Propeand the Bicentennial Property at all reasonable times for the purooses of rty► inspection to determine compliance with the provisions of this Agreement. This ri t of c. wocsw+�olsw 98 ,9 6-- 4 62 217 inspection shall impose no duty on the County to inspect and shall impart no liability upon the County should it not make any such inspections. Section 232.7 Payment of Taxes. The County shall pay or cause to be paid all taxes lawfully assessed against the leasehold interests in the Port Facilities' portion of the Leased Property or the improvements thereon; provided, however, the County shall not be deemed to be in default of its obligations for failure to pay such taxes pending the outcome of any legal proceedings instituted to object to such assessments or to otherwise determine or challenge the validity of such taxes or the failure to collect such taxes. Failure to pay the taxes within sixty (60) days of an adverse ultimate conclusion of such legal proceedings, including the exhaustion of any appellate rights, shall constitute a default, provided that no default shall exist as long as the County is pursuing any available judicial or other remedy in good faith. Further, for purposes of this Subsection, as to taxes assessed against the leasehold interests in the Leased Property, which are owed by Sublessees, the County shall be deemed to have satisfied its obligations under this Subsection upon the County including in its Subleases a provision requiring Sublessees to pay all lawfully assessed taxes on their respective leaseholds. Section 232.8 No Waiver. There shall be no waiver of the right of either party to demand strict performance of any of the provisions, terms and covenants of this Agreement nor shall there be any waiver of any breach, default or nonperformance by either party, unless such waiver is explicitly made in writing by the other party. Any previous waiver or course of dealing shall not affect the right of either party to demand strict performance of the provisions, terms and covenants of this Agreement with respect to any subsequent event or occurrence of any subsequent breach, default or nonperformance hereof by the other party. C. IDOC=1901 SW .)6o-462 0 Section 232.9 Force Majeure. The terms and conditions of this Agreement shall be subject to force majeure. Neither the City nor the County shall be considered in breach of. or in default, in the performance of its obligations hereunder, if such performance is prevented or delayed because of war, hostilities, revolution, civil commotion, strike, lockout, epidemic, fire, wind, flood or because of any law, order, proclamation, regulation or ordinance of any government or of any subdivision thereof or because of any act of God or any other cause whether of similar or dissimilar nature beyond the reasonable control of the party affected, provided that notice of such force majeure is given by the affected party, to the other within ten business forty-five (45) days of receipt of actual knowledge of the delay or impairment of performance caused by such force majeure. Should one or both of the parties be prevented from fulfilling their contractual obligations by a state of force majeure lasting continuously for a period of six months, the parties shall consult with each other regarding the future implementation of this Agreement. I Section 232.10 Status of Title. The City hereby represents and warrants to the County that it has clear, fee simple title to all of the FEC Property and the Bicentennial Property. The City further warrants to the County that none of the purposes, development, or uses of the FEC Property or Bicentennial Property contemplated or authorized herein are prohibited or restricted by any existing City Charter provision, ordinance, resolution, administrative order, rule, regulation, contract, lease, or any other City prohibition, restriction, or authority, or by any contract, lease, license, franchise, covenant, indenture, or judicial or'administrative order to which the City is a party or beneficiary. The City hereby covenants that after the date hereo£ the City shall not permit any matter, condition, or restriction to exist which would adversely affect the C. DOCT"IVIAW s� I status of County's leasehold interest in the FEC Property and the Bicentennial Property. Further, the City agrees and covenants not to undertake any action during the Agreement Term efthi :greet that would render its title to the FEC Property or the Bicentennial Property unmarketable as of the Agreement Date, Section 232.11 Access and Easements. The City hereby conveys and grants to the County a right of access onto the FEC Property and the Bicentennial Property above, across, or under all roadways, paths, railroad rights -of -way, streets, roads, and City property which now or hereafter serve, cross, or adjoin any portion of the FEC Property or the Bicentennial Property, including Biscayne Boulevard and Port Boulevard. The City shall also secure a right of access in the form of a covenant running with the land across any property dedicated to the Florida Department of Transportation for the Burle Marx Design Plan. Moreover, the City hereby agrees to convey and grant to the County, upon the County's request, the following: (a) Permanent dedication of transportation easements necessary for the full and proper functioningof the Phase I Port Faciliti and Phase II Port Facilities betty th es between a Phase 1 FEC Property and the Phase H Port Property and any of the surrounding three (3) right-of-ways adjoining the property, including Port Boulevard, Biscayne Boulevard, and I-395; (b) The City shall provide permanently dedicated easements to accommodate k all necessary utilities for the Phase I Port Facilities and Phase II Port Facilities from where ever those utilities may be located; and (c) The City shall provide and grant to the County and its designees temporary easements on and through the Phase FEC Property and the Phase II Non -Port Property, during r. oocsueisorsw ' 101 c)6-462 construction, for the proper staging of construction equipment, materials, and supplies needed for the construction of all or a portion of the Project. The location of all County right-of-ways and easements will be determined by the County in accordance with either the Concept Plans or the Master Site Plan, the final drawings approved for construction of the project, or both. Section 232.12 Duty to Cooperate. The City shall use its reasonable good faith efforts to cooperate with Dade County in fulfilling the County's obligations to the Miami Heat Limited Partnership and Basketball Properties Ltd. in the Related Agreement As part of the City's duty to cooperate in this regard, and in partial consideration for the County's substantial commitment to along with the Miami Heat Limited Partnership and Basketball Properties Ltd develop and improve the Citv's FEC Property, the City shall give the County a dollar -for -dollar Annual Base Rent credit or abatement to the extent the County makes any payments to Basketball Properties Ltd. pursuant to Section 17 of the Assurance Agreement By way of illustratio% should the County make up to $6 million in payments to Basketball Properties pursuant to such Section 17, the City would immediately abate the County's Annual Base Rent hereunder in a like amount Section 232.13 Entire Agreement. This Agreement contains the entire agreement between the parties. No promise, representation, warranty or covenant not included in this Agreement has been or is relied on by either party. Any changes, modifications, additions or amendments must be approved by the City Commission and the County-9 Board ef Geunty Section 232.14 Modifications and Amendments. This Agreement shall not be modified or amended except in writing by the parties after approval from the City commission Beef d and C. 00CSISAM/4-W 102 ,) 6 - 462 221 y- 1 the County Board. Notwithstanding any provision herein to the contrary amendments made in accordance with this Section 23.14 need not be approved by -any Sublessee. Section 232.15 No Assignment. The County and the City may not assign any of their rights, title or interest in this Agreement without the express written permission of the other party, provided that the foregoing shall not preclude the County from subleasing portions of the Leased Property as otherwise provided herein. Section 232.16 Notices. All Notices, consents and communications required or permitted by this Agreement shall be in writing and transmitted by registered or certified mail, return receipt requested, with Notice deemed to be given upon receipt, as follows: If to the County: Director of Seaport Port of Miami 1015 North America Way Miami, FL 33133 103 6�, �" 4 b 2 0 With a copy to: City Attorney 444 S.W. 2d Avenue Miami, Florida 33128 Section 232617 Survivability. Any term, condition, covenant or obligation which expressly requires performance by a party subsequent to the expiration or termination of this Agreement shall remain enforceable against such party subsequent to such expiration or termination. Section 232.18 Severability. In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid or illegal, such invalidity or illegality shall not affect any other provision of this- Agreement but this Agreement shall be construed and enforced as if such invalid or illegal provision has not been contained in this Agreement. Section 232.19 Successors and Assigns. The provisions of this Agreement shall be binding on and inure to the benefit of the parties, their successors, and permitted assigns. Section 232.20 Additional Instruments. The parties shall execute and deliver any ; instruments in writing necessary to carry out any agreement, term, or assurance in this Agreement whenever occasion shall arise and request for such instruments shall be made, provided, however, that, where required, County execution of such instruments will be subject to the approval of the Coun " Board. Section 232.21 Relationship of the Parties. Nothing contained in this Agreement shall be deemed or construed to create between the parties a relationship of principal and agent or of a ! joint venture or of any other association. I . I c'DOCT MI.&W 223 W Section 232.22 Consents and Approvals. Except as otherwise provided in this Agreement, whenever the consent, approval, or satisfaction of either party is required hereunder, as for example, when the exercise of any right by one party is subject to the other's approval, consent, or satisfaction, such consent, approval, or satisfaction may not be unreasonably withheld, delayed, or conditioned. Section 232.23 Governing LawNenue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. All federal, state, county and local laws, ordinances, rules and regulations that in any manner affect the items covered herein apply. Venue for any action to enforce or construe any term or provision hereof; and for any action - arising from or relating to this Agreement, shall lie exclusively in Miami, Dade County, Florida. . Section 232.24 Limitation on City and County Obligations. Notwithstanding anything to the contrary in this Agreement, any payment obligations of the County or Cit that arise under this Agreement shall be limited to funds other than those derived from ad valorem taxation and legally available for the payment of such obligations. 105 96-46 F IN WITNESS, the City of Miami and Metropolitan Dade County have caused this Interlocal Agreement to be executed on the date and year first above written. {, g Y i ATTEST: APPROVED AS TO FORM AND CORRECTNESS I A. Quinn Jones III, City Attorney 106 CITY OF MIAMI, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA Cesar H. Odio, City Manager METROPOLITAN DADE COUNTY, A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA Armando Vidal, P.E. County Manager APPROVED AS TO LEGAL SUFFICIENCY Robert A Ginsburg, County Attorney 96-462 225 ?Z ii pomnvpm FIAT CMMATM @ M PoK mmmv4AL FAMM40 o SpeCLAWW ATnVCTO" Al A tAWR DAIE ACCM @@ W PAW ti «1: ! I Wy 4 F I A . 0 WIM PHASE F.E.C. CONCEPT PLANS &==NJ PORT OF NUAW @ FMT PAM"" NO"-FoKr FACOMM ALIURRAIM M"-poWr OMCLSM() SUP LAJL;&Klurmp I p.yffMrr lR q-"FV7r 7 LJ �' I 416�V • 9' �D •' • J ° w 1w Aw PHASE I - F.E.C. CONCEPT PLANS FORT OF NUAW ooaMU40 SUP WCAMOM V-yy-m r n CHR.i? r Z a 0 -10 L- J, Z) %:J , 9;7wx, S WAR] PLAN IS SMUMAIM AM SLMIBM TO AS DUrBR*WffD BY TM CX)UPOY. AIL DUM" AM RIUMMLY UJAISTMIrM IN U69CRINNO OENMtAL 7WM AND LOMMM OF UMS AND ME MT DnMDM IV LAUr FML DMON OF 7M PROJECr EL"AMM MAY DR PtACW IN CYMM LOCAMM AS DETERNUNM BY 1M CCKJNT" MAL DEWAM. OVEW-AaL TIMM LLT%ML PLAN J ° 'mow PHASE I - F.E.C. CONCEPT PLANTS PORT OF hGA G M i i ly •: ® AL'IMM'M PEED-PCW � : 6 "1 U" :� l I ►:+: �if:'I t D►� Ii.VIP ICA: te,n?rea�.p. ... },#:,»,r..;_._-aF.: .. sooee.oaoosewwe�000woove. Damao ' ► :� II a :1'✓. i ;a Am cq a .� a t•j M� WO 4ft Bic CONCEPT PLANS omagmG SW - PORT OF NUAW EXHMff B. SHEET 7 0 PAWaNG ` • ! WNAL PAMr 41 Nowpowr FAcnnlEs � , s I, AS DMUMBMD NY TM CMJKff- GENMAL TYM AM WCANKM r:..USM AM AM WOr mmaWM MAY W MACM INt i •1' LMATOM 1t t.; r V� PORT .a �=..Mmd j M Ifni! 0: ;A I:A I Me ILM 4WAIR I,, -Ww w PHASE 2 - BICENTE-NNIAL CONCEPT PLANS oDasrnqG sup LocormoN) PORT OF MIAM Ul Tuamrr B, SnFzr & W cn rn PA3t1t 40 AtMR[747ML TAMING ��!� - �r,. '� �� �. r _ ��+�" ,M� ' � � `. , I .. C�-.-�-� Jet I (: f ' i� li i -I Igo'- M . Alivi: I �Illlvl W� CMCULATX-,,� .............. w. Mix CMHRJCtUA ...... pckx T=m PAREM ADDMOML PARMM @ suram NFOCZAMY Ainmeriz-7 W.: ACCEM fa PAW MRR , cny FM A grAlrIM 04M A PAF4C'l OF rRDJBCr, 'A it pmr FAcnznm 6 I a &., LA. 0 9 - tuv I Wl N -2VA-1 III ----I ---- i V MEMO r IMIRr, 00 >. j t 1!, e� •ICI.' ,' . _ '/ �ih1i�G .,!hill! �� O _ - •Y:..-. 4 • t y � 6, --c:�ara vs-u.�w�ia.uuu.su+ -�'. a'�ci,�.. . r• r.;i Li LtM t t r t t t. li ill A PLAN IS SCHEMATIC AND SURICI 10 NOWCARONS AS'EtFRM%ID BY DIE COUNTY. Alt D[tAILS ARE MER[tY ItIUSTRATIVE IN DESCRHOING C.NTRAL TYPES AND LOCATIONS OF USES AND ARI NOT ` INTEND(n TO LIWT FINAL DESIGN Of THE PRUCT. -- [UMENIS MAY Bf P[AC[D IN OTHER LOCARONS AS OFT(RMIN(D BY OIE COUNTY'S fINAt DESIGN. OHitR tEK(S Of SCifME '0- Wt DE SIMILAR IN CHARACTER AND STYtE 10 RIOSE IC%f(S IN SCHEME OTHER THAN AOAPr(O f(OOR PLANS AND 91C DIMENSION ® O 4 w 3w J r: �i E IN (�a�� fir.'`• 1 1 v ;i.isiii•if:iii.K:isi'+ti-Yi::Y::K:tM.ii+:ai:Mi.K:iY�. ® m CMCEXAmbiV- ROM. TEMaNAL FEn13 ; i ® PARIUiJ0 ['�tii[ii is mvwp SPOM .'O i ATntACTXM • i' ri�l•��I'it ' � PARK :J[jiiiirji)�• [IIrLr'li :[. � i!l! =i.�Ji fiF:. ; . SCHEME " W - CONCEPT' PLAN PORT OF NHAl G OVERALL GROUND LEVEL. PLAN 04M SLIP LOCATION) :# t1: � f�4 -------- ---------- IN, -- ----- FINAL DMUNISIONS AND BEARINGS ARE Mi- ".ECT TO SLJ12VEYS AND LEGAL DESC12PTIONS 6 12 MARUIME PARK/ARENA Ao BICENTENNLAL NON -PORT PROPERTY - SCIWIWE A WaynNO SUPLOICATK"T7 &m6" PORT OF NHAM EXIMIT D-1 PHASE II 1 PRASE I j 101 v� ° BICENTENNIAL NON -FORT PROPERTY - SCHEME A Qxr mG SUP LQ[',r►'IWN) . mm FORT OF MIAMI I EG-UB1T D-1 - �j t tLzQZHD --- LAND / k vim'° x 1 --- .tea/ rFINAL DIMEMIONS ANO 13EARMS QQE L SI I-ECT TO SLRVEYS AND LEGAL DESCRIPTIONS Fd-%l...MARrnW--..PAR,K/APXNA FINAL DIAQ FION$ AND 6EARRJG$ ARE StB ECT TO SLRVETS AND LEGAL [JESC:RMI(,'hFa V w w - om I ,} rrrrrrrrrr r rrrrrrrrrrrr s IBM 133 �. rim -NON-PORT .O. X il: s IBM 133 �. rim -NON-PORT .O. X il: �1�}.�% �(tr►ice , s OD 19T ev PHAm U I PIIAm I molm e AVV FINAL DIIuBJ.`ifONS At'D BEARfNGS ARE SLH�CT TO SIRVEYS MD LEGAL DESCRIPTIONS r l PARK UAL BICENI'ENNI(AL PARKING PROPERTY - SCHEME A Guas'Ma sLJP LOC,A7I®M PORT OF MIAMI EXHIBIT E 1 � 1 9 1 1 1 FINAL DIMMIONS AND PARINGS ARE SLB ECT TO SURVEYS AND LEGAL DESCRIPTIONS PARK ° ' BIC PORT PROPERTY - SCHEME A Wa MG SUP LOCATK" PORT OF MIAMI EXH]Bff F-I 0 Ln N tn C Lamm *LA DGRa�ss'Sl 8 r•a�cs FINAL 01AR45la+l$ AND BEARINGS AID � � SLEI ECT TO YS AND LEGAL DESCQPTIONS i FV1 SIRVE ' BICENTENNL4,L PORT PROPERTY - SCHEME A ODUMWG Sur L,ocwTK" PORT OF MIAMI - PARCEL 2 OF 2 ENMIT F I rY/�r �z7. .... a.T.M.a .... ---- -`-------------- ------ _ - FFINAL DIMENSIONS AND BEARMGS ARE SI BXCT TO "VEYS AND LEGAL DESORIPTIONS I Mori F—I FTI 1 NLA�'I� �'ARIK/AR.i�,NA ZD ' � BICENT1E NN AL PORT PROPERTY - SCHEME B 04M SUP LOCAMOrn PORT OF NIIA G Om ITT F-2 cn N �V/ 1✓VVi////// � (FINAL DIA�NSION�YS!=�LEGASL RESIBJECT TO SIRdESCRIPTIONS 1� MARITIME PARK a BICENTENNIAL, PORT PROPERTY - SCHEME B 04M SLIP LXK:A'i OMIT71 PORT OF MIAMI &XIIIBTI' E✓2 YS AhA LEGAL pE$(XZIPTtO(VS MISSION-, BICENTE rNLAL PROMRTY FORT OF Y%G, t09I loam T _G I , 0"-. F W-.,. 0 a 16 BICENTENNIAL I PHASE B I PHASE I 11 11 tt 1 ! I1 I 1 1I I ! II I e 11 I 1 11 I ! II I 1 II e ! 11 � � I I 1 I i1 II � I I 1 ! II it 1 i II \ I 1 I I \ I ! II I ! it \� ! 11 1 ! II II �` II 1 � 11 I R it FINAL DIMENSIONS AND BEARINGS ARE SLA-lECT TO SLRVETS AND LEGAL DESCRIPTIONS O O m m Yti11°'le� BURLE 1l LARX DESIGN PLAN PROPERTY PORT OF M AIVII :4.11: r .) to Ln N r`Ln i PHASE n 1PHASE 1 1 1 1I 11 1I 1 e 11 1 1 11 1 1 II / 1t A I 1 II 1 D II II �I 1 It 1 e 11 sroi .es�e7 11 1 11 t r 0 FINAL DIMENSIONS AND BEARINGS ARE SL6.I CT TO SIRVETS AND LEGAL DESCRIPTIONS ;] -1 1 IF] I t 1 1 1 f 1 1 1 1 1 1 / I F-T] rrq] 1lErli 1 ,L,,,.,j 0if�X►�ir1\tiWJ��►,4� PLAN PROPERTY ..O. fv-TtbT ILA G I PHASE n I PHASE I 11 i1 II a t ii r s 11 �i o NI ol/I \ _ _ FINAL DI&MIONS AND BEARINGS ARE S03-ECT TO ROVEYS AND LEGAL DESCRIPTIONS F-T] C w cu sm FEC PROPERTY PORT OF I UAM �SGC= I I1. I 11C .1' re f 10 In N FINAL DIKCNSIONS AND BEAi2MS ARE SW-ECT TO SURVEYS AND LEGAL DESCRIPTIONS O woo m h"61d WHASIM n FEC PROPERTY PORT OF NiiMV9 Ln nt � o "r�sl-9 iM la• c��r +i PHASE n I PHAS€, 1 11 II / II 1 a 11 II °t e 11 1 / II t II 1 I 1 1 f 1 ' DIAUISIONS AND I£ARINGS ARE JrFINAL SLB ECT TO SIRVEYS AND LEGAL DESCRIPTIONS ° ° w jwFEC NON —PORT PROPERTY — SCHEME A PORT OF MANU (EXI9 II G • SUP LOCAMON) . 4,11 0 ev Pi•L44E U I PHASE I El 1 ��1 t 1 II 1 II 1 1 �IAm 1 1 1 1\l l 1 1 � 1 1 Lv---------.9 1 � II 11 ------------ FINAL DIMENSIONS AND BEARINGS ARE SW ECT TO SLVVEYS AND LEGAL DESCRIPTIONS C�([l111 _1P I 110 1 F Ll ° °emu FEC NON -PORT PROPERTY - SCHEME . B PORT OF MU AG 04EW SUP GOCATK" EXHIBIT J 2 FINAL DIMENSIONS AND BEARINGS ARE SL9.ECT TO %PVEYS AND LEGAL DESCRIPTIONS In I IF' IF It, PARK FEC FORT PROPER'TX - SCHEME A wasna SUP U'AT1 KI PORT OF AUiAli/di E,7HIBIT K-I c %l to r. 46 - - - - - I .WT MARITTW PARK PHASE U I PHASE I rnu FURT PROPERTY - SCHEME B PORT OF MUM F. EXHIBIT "D-1" PHASE I - NON -PORT PROPERTY - SCHEME "A" Legal Description A. portion of Tract "A" of NEW WORLD CENTER BICENTENNIAL PARK, according to the plat thereof recorded in Plat Book 140 at Page 50 of the Public Records of Dade County, Florida, and being more particularly described as follows: BEGIN at the most Southwesterly corner of said Tract "All; thence run South 89057143" East, along the South line of said Tract "A", a distance of 187.56 feet to the point of intersection with a line that is 1050.00 feet Westerly of and parallel to the BULKHEAD LINE as shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida; thence run North 00017,133" East, along the line that is 1050.00 feet Westerly of and parallel to the said BULKHEAD LINE, a distance of 106.53 feet; thence run North 89057143" West along a line parallel with said South line of Tract "A" a distance of 187.97 feet to the point of intersection with the West line of said Tract "A", said point also to be known as POINT "A" for purposes of this description; thence South 00004109" West along said West line of Tract "A" a distance of 106.53 feet to the POINT OF BEGINNING. AND COMMENCE at aforesaid described POINT "A"; thence run North 00004109" East along said West line of Tract "A" a distance of 45.00 feet to the POINT OF BROINNIN® of the herein described parcel; thence South 89057143" East along a line parallel with said South line of Tract "A" a distance of 338.15 feet; thence run North 00017,133" East, along a line that is 900,00 feet Westerly of and parallel to the said BULKHEAD LINE, a distance 955.41 feetj thence run South 89037/43/0 East, along a line parallel with said South line of Tract "A", a distance of 746.29 feet; thence run North 00005128" West, along a line that is 150.00 feet Westerly of and parallel to the said BULKHEAD LINE, a distance 225.72 feet to the point of intersection with the North line of said Tract "A"; thence run South 89057/,40/1 West, along the North line of said Tract "A", a distance of 222.17 feet to the point of intersection with the Southeasterly right-of-way dine of Bicentennial Park Access Road as shown on said plat of NEW WORLD CENTER BICENTENNIAL PARK; thence run South 66049'46" West, along the Southeasterly right-of-way line of said Bicentennial Park Access Road, a, distance of 831.03 feet to the point of curvature of a circular curve to the left; thence run Southwesterly along the are of said circular curve to the left, having a radius of 25.00 feet, through a central angle of 47004109", for an arc distance of 20.54 feet to a point of compound curvature with the arc of a circular curve to the left; thence run Southwesterly along the arc of said circular curve to the left, having a radius of 1500.00 feet, through a central angle of 19041,12811, for an arc distance of 515.51 feet; .thence run South 89056121" East a distance of 150.00 feet; thence run South 00004109" West a distance of 205.00 feet; thence run North Page 1 of 2 �°46 sz 89*56121" West a d. ance of 150.00 feet; West a distance of 18.42 feet to the POINT oFtb,80INNING,run thsaid�last„ seven (7) described courses being along the perimeter of said plat of NEW WORLD CE2 .VER BICENTENNIAL PARR. 'j Containing 8.056 acres, more or less. Page 2 of 2 i EXHIBIT IID-111 PHASE I - NON -PORT PROPERTY - SCHEME "A" Legal Description A portion of Tract "A11 of NEW WORLD CENTER BICENTENNIAL PARK, according to the plat thereof recorded in Plat Book 140 at Page 50 of the Public Records of Dade County, Florida, and being more particularly described as follows: BEGIN at the most Southwesterly corner of said Tract "A"; thence run South 89057/4311 East, along the South line of said Tract "A$$, a distance of 187.56 feet to the point of intersection with a line that is 1050.00 feet Westerly of and parallel to the BULKHEAD LINE as shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida; thence run North 0001713311 East, along the line that is 1050.00 feet Westerly of and parallel to the said BULKHEAD LINE, a distance of 106.53 feet; thence run North 89057143" West along a line parallel with said South line of Tract "A" a distance of 187.97 feet to the point of intersection with the West line of said Tract "A", said point also to be known as POINT "A" for purposes of this description; thence South 00004109" West along said West line of Tract "A" a distance of 106.53 feet to•the POINT OF BEGINNING. AND COMMENCE at aforesaid described POINT "A"; thence run North 00,00410911 East along said West line of Tract "A" a distance of 45.00 feet to the POINT Of BEGINNING of the herein described parcel; thence South 89057143" East along a line parallel with said South line of Tract "A11 a distance of 338.15 feet; thence run North 00017/3311 East, along a line that is 900.00 feet Westerly of and parallel to the said BULKHEAD LINE, a distance 855.41 footl thence run South 89•57f43" East, along a line parallel with said South line of Tract "A", a distance of 746.29 feet; thence run North 00005128" West, along a aline that is 150.00 feet Westerly of and parallel to the said BULKHEAD LINE, a distance 225.72 feet to the point of intersection with the North line of said Tract "A"; thence run South 89057140" West, along the North line of said Tract "A", a distance of 222.17 feet to the point of intersection with the Southeasterly right-of-way line of Bicentennial Park Access Road as shown on said plat of NEW WORLD -CENTER BICENTENNIAL PARK; thence run South 66049146" West, along the Southeasterly right-of-way line of said Bicentennial Park Access Road, a distance of 831.03 feet to the point of curvature of a circular curve to the left; thence run Southwesterly along the arc of said -circular curve to the left, having a radius of 25.00 feet, through a central angle of 47004109", for an arc distance of 20.54 feet to a point of compound curvature with the arc of a circular curve to the left; thence run Southwesterly along the arc of said circular curve to the left, having a radius of 1500.00 feet, through a central angle of 1904112811, for an are distance of 515.51 feet; thence run South 8905612111 East a distance of 150.00 feet; thence run South 00004/0911 West a distance of 205.00 feet; thence run North 266 Page 1 of 2 268 EXHIBIT "D-2" PHASE II - NON -PORT PROPERTY - SCHEME "B" Legal Description A portion of Tract "A" of NEW WORLD CENTER BICENTENNIAL PARK, according to the plat thereof recorded in Plat Book 140 at Page 5o of the Public Records of Dade County, Florida, and being more particularly described as follows: BEGIN at the most Southwesterly corner of said Tract "A"; thence run South 89057'43" East, along the South line of said Tract "A", a distance of 187.56 feet to the point of intersection with a line that is 1050.o0 feet Westerly of and parallel to the BULKHEAD LINE as shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida; thence run North 00017133" East, along the line that is 1050.00 feet Westerly of and parallel to the.said BULKHEAD LINE, a distance of 426.70 feet; thence run North 89057143" West along a line parallel with said- South line of Tract "A", a distance of 188.66 feet to the point of intersection with the West line of said Tract "A", said point being on the arc of a circular curve concave.to the East and bearing North 88.20'10 West from the center of said curve, said point of intersection also to be known as POINT "A" for purposes of this description; thence run Southwesterly along the arc of said circular curve to the left, having a radius of 1500.00 feet, through a central angle of 01035141", for an arc distance of 41.75 feet; thence run South 89056121" East a distance of 150.00 feet; thence run South 00.04109" West a distance of 205.00 feet; thence run North 89056121" West a distance of 150.00 feet; thence run South 000040'09" West a distance of 179.95 feet to the POINT OF BEGINNING, said last five (5) described courses being along the perimeter of said plat of NEW WORLD CENTER BICENTENNIAL PARK; CONKENCE at the aforesaid described POINT "A", said point being on the arc of a circular curve concave to the East and bearing North 88020110" West from the center of said curve; thence run Northeasterly along the West line of said Tract "A" and the arc of said circular curve to the right, having a radius of 1500.00 feet, through a central angle of 01043114" for an are distance of 45.04 feet to the POINT 07 BEGINNING of the herein described parcel; thence run South 890571430 East, along a line parallel with the South line of said Tract "A", a distance of 291.78 feet; thence run North 00005128" West, along a line that is 945.00 feet Westerly of and parallel to the said BULKHEAD LINE, a distance 428.43 feet; thence run South 89057'43" East, along a line parallel with the South line of said Tract "A", a distance of 685.00 feet; thence run North 00005'28" West, along a line that is 260.00 feet Westerly of and parallel to the said BULKHEAD LINE, a distance 232.63 feet; thence run South 89057043" East, along a line parallel with the South line of said Tract "A", a distance of 200.00 feet; thence run North 00005128" West, along a line that is 60.00 feet Westerly of and Page 1 of 2 .41 89056f2l" West a distance of 150-00 feet; thence run South 00004$09" West a distance of 28.42 feet to the POINT OF BEGINNING, said last seven (7) described courses being along the perimeter of said plat of NEW WORLD CENTER BICENTENNIAL PARK. Containing 8.056 acres, more or less. Page 2 of 2 9 � . "� 4 6 2 267 w� EXHIBIT "D-2" i PHASE II - NON-PORT:PROPERTY - SCHEME "B" i Legal Description A portion of Tract "A" of NEW WORLD CENTER, BICENTENNIAL PARK, i according to the plat thereof recorded in Plat Book 140 at Page 5o of the Public Records of Dade County, Florida, and being more particularly described as follows: BEGIN at the most Southwesterly corner of said Tract "A"; thence run South 891157143" East, along the South line of said Tract "A", a distance of 187.56 feet to the point of intersection with a line that is 1050.00 feet Westerly of and parallel to the BULKHEAD LINE as shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida; thence run North 00017/330 East, along the line that is 1050.00 feet Westerly of and parallel to the said BULKHEAD LINE, a distance of 426.70 feet; thence run North 89.57143" West along a line parallel with said South line of Tract "A", a distance of 168.66 feet to the point of intersection with the West line of said Tract "A", said point being on the arc of a circular curve concave to the East and bearing North 88020/10 West from the center of said curve, said point of intersection also to be known as POINT "A" for purposes of this description; thence run Southwesterly along the arc of said circular curve to the left, having a radius of 1500.00 feet, through a central angle of 01035141", for an arc distance of 41.75 feet; thence run South 89.56121" East a distance of 150.00 feet; thence run South 00004109" West a distance of 205.00 feet; thence run North 89056121" West a distance of 150.00 feet; thence run South 00*04109" West a distance of 179.95 feet to the POINT OF BEGINNING, said last five (5) described courses being along the perimeter of said plat of NEW WORLD CENTER BICENTENNIAL PARK; AND CONXENCE at the aforesaid described POINT "A", said point being on the arc of a circular curve concave to the East and bearing North 88020110" West from the center of said curve; thence run Northeasterly along the West line of said Tract "A" and the arc of - said circular curve to the right, having a radius of 1500.00 feet, through a central angle of 01043f1410 for an arc distance of 45.04 ! feet to the POINT OF BEGINNING of the herein described parcel; thence run South 89057/430 East, along a line parallel with the South line of said Tract "A", a distance of 291.78 feet; thence run North 00005128" West, along a line that is 945.00 feet Westerly of and parallel to the said BULKHEAD LINE, a distance 428.43 feet; thence run South 89057143" East, along a line parallel with the South line of said Tract "A", a distance of 685.00 feet;' thence run North 00005128" West, along a line that is 260.00 feet. Westerly of and parallel to the said BULKHEAD LINE, a distance 232.63 feet; thence run South 89057143" East, along•a line parallel with the South line of said Tract "A", a distance of 200.00 feet; thence run North 00005128" West, along a line that is 60.00 feet Westerly of and Page 1 of 2 0 parallel to the said BULKHEAD LINE, a distance 100.02 feet to the point of intersection with the North line of said Tract "A"; thence run South 89057140" West, along the North line of said Tract "A", a distance of 312.17 feet to the point of intersection with the Southeasterly right-of-way line of Bicentennial Park Access Road as shown on said plat of NEW WORLD CENTER BICENTENNIAL PARK; thence run South 66049146" West, along the Southeasterly right-of-way line of said Bicentennial Park Access Road, a distance of 831.03 feet to the point of curvature of a circular curve to the left; thence run Southwesterly along the arc of said circular curve to the left, having a radius of 25.00 feet, through a central angle of 47004109", for an arc distance of 20.54 feet to a point of compound curvature with the arc of a circular curve to the left; thence run Southwesterly along the arc of said circular curve to the left having a radius of 1500.00 feet, through a central angle of 16022133", for an arc distance of 428.71 feet to the POINT of BEGINNING; said last four (4) described courses being along the perimeter of said plat of NEW WORLD CENTER BICENTENNIAL PARK. Containing 7.946 acres, more or.less. Page 2 of 2 269 . 9 6.- 4 62 parallel to the s; % BULKHEAD LINE, a distanc \ 100.02 feet to the point of intersection' with the North line of sh,d Tract "A"; thence run South 89.57140" West, along the North line of said Tract "A", a distance of 312.17 feet to the point of intersection with the Southeasterly right-of-way line of Bicentennial Park Access Road as shown on said plat of NEW WORLD CENTER BICENTENNIAL PARK; thence run South 66.49,46" West, along the Southeasterly right-of-way line of said Bicentennial Park Access Road, a distance of 831.03 feet to the point of curvature of a circular curve to the left; thence run Southwesterly, along the are of said circular curve to the left, having a radius of 25.00 feet, through a central angle of 4700410911, for an arc distance of 20.54 feet to a point of compound curvature with the arc of a circular curve to the left; thence run Southwesterly along the arc of said circular curve to the left having a radius of 1500.00 feet, through a central angle of 16•22133", for an arc distance of 428.71 feet to the POINT OF BEGINNING; said last 'four (4) described courses being along the perimeter of said plat of NEW WORLD CENTER BICENTENNIAL PARK. Containing 7.946 acres, more or less. Page 2 of 2 l-, 4 2 271 272 n EXHIBIT "E" PHASE II — PARKING PROPERTY — SCHEME "A" Legal Description A portion of Tract "A", some of which is submerged, of NEW WORLD CENTER BICENTENNIAL PARK, according to the plat thereof recorded in ,Plat Book 140 at Page 50 of the Public Records of Dade County, Florida, and being more particularly described as follows: COMMENCE at the most Southwesterly corner of said Tract "Atl; thence run South 89057143" East, along the South line of said Tract "A", a distance of 337.56 feet to the point of intersection with a line that is 900.00 feet Westerly of and parallel to the BULKHEAD LINE as shown on REVISED PLAT OF SHEET 3 — METROPOLITAN DADE COUNTY, FLORIDA BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida; thence run North 00017133" East, along the line that is 900.00 feet Westerly of and parallel to the said BULKHEAD LINE, a distance of 677.94 feet to the POINT OF BEGINNING of the herein described parcel; thence continue North 00017133" East, along said line that is 900.00 feet Westerly of and parallel to the 5'aid BULKHEAD LINE, a distance of 329.00 feet; thence South 89057143" East along a line parallel with the South line of said Tract "A", a distance of 746.29 feet to the point of intersection with a line that is 150.00 Westerly of and parallel to said BULKHEAD LINE; thence South 00005128" East, along the line that is 150.00 feet Westerly of and parallel to the said BULKHEAD LINE, a distance of 329.00 feet; thence run North 89057143" West, along a line parallel with the South line of said Tract "A", a distance of 748.49 feet to the POINT OF BEGINNING. Containing 5.645 acres more or less. Page 1 of 1 qra .li_ ll' Z. 4 i , EXHIBIT "E" PHASE II ^- PARKING PROPERTY - SCHEME "A" Legal Description A portion of Tract "A", some of which is submerged, of NEW WORLD CENTER BICENTENNIAL PARK, according to the plat thereof recorded in Plat Book 140 at Page 50 of the Public Records of Dade County, Florida, and being more particularly described as follows: j COMENCE at the most Southwesterly corner of said Tract "A"; thence run South 89057143" East, along the South line of said Tract "A", a distance of 337.56 feet to the point of intersection with a line that is 900.00 feet Westerly Of and parallel to the BULKHEAD LINE as shown i on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida; thence run North 00017133" East, along the line that is 900.00 feet Westerly of and parallel to the said BULKHEAD LINE, a distance of 677.94 feet to the POINT OF BEGINMR0 of the herein described parcel; thence continue North 00.17133" East, along said line that is 900.00 feet Westerly of and parallel to the said BULKHEAD LINE, a distance of 329.00 feet; thence South 89057143" East along a line parallel with the South line of said Tract "A", a distance of 746.29 feet to the point of intersection with a line that is 150.00 Westerly of and parallel to said BULKHEAD LINE; thence South 00005128" East, along the line that is 150.00 feet Westerly of and parallel to the said BULKHEAD LINE, a distance of 329.00 feet; ' thence run North 89.57143" West, along a line parallel with the South line of said Tract "A", a distance of 748.49 feet to the POINT OF BEGINNING. Containing 5.645 acres more or less. Page 1 of 1 96-462 273 274 0 Jam. EXHIBIT "F-1" PHASE II - PORT PROPERTY - SCHEME "A" Legal Description A portion of Tract "A", some of which is submerged, of NEW WORLD CENTER BICENTENNIAL PARK, according to the plat thereof recorded in Plat Book 140 at Page 50 of the Public Records of Dade County, Florida, and being more particularly described as follows: cOMMENcL at the most Southwesterly corner of said Tract "A"; thence run South 89057143" East, along the South line of said Tract "A", a 'distance of 187.56 feet to the point of intersection with a line that is 1050.00 feet Westerly of and parallel to the BULKHEAD LINE as shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida, and the POINT OF BEGINNING of the herein described parcel; thence run North 00017f33" East, along the line that is 1050.00 feet Westerly of and parallel to the said BULKHEAD LINE, a distance of 106.53 feet; thence run North 89057143" West, along a line parallel with the South line of said Tract "A", a distance of 187.97 feet to the point of intersection with the West line of said Tract "AQl; thence run North 00004009" East, along the West line of said Tract "A", a distance of 45.00 feet; thence run South 89057143" East, along a -line parallel with the South line of said Tract "A", a distance Qf 338.15 feet; thence run North 00017133" East, along a line that is 900.00 feet Westerly of and parallel to the said BULKHEAD LINE, a distance 526.41 feet; thence run South 89057143" East, along a line parallel with the South line of said Tract "A", a distance of 748.49 feet; thence run North 00°05°28" West, along a line that is 150.00 feet Westerly of and parallel to the said BULKHEAD LINE, a distance 554.72 feet to the point of intersection with the North line of said Tract "A"; thence run North 89057140" East, along the North line of said Tract "A", a distance of 150.00 feet to the Northeast corner of said Tract "A" and the point of intersection with the said BULKHEAD LINE; thence run South 00005128" East, along the Easterly line of said Tract "A", a distance of 781.67 feet to a point of deflection; thence run South 00017.33" West, along the Easterly line of said Tract "A", a distance of 451.19 feet to the Southeast corner of said Tract "A", said last two described courses being along the said BULKHEAD LINE; thence run North 89057,143" West, along the South line of said Tract "A", for 1050.00 feet to the POINT OF BEGINNING; together with all riparian rights appertaining thereto and together with all existing seawalls, bulkheads, docks, fill and upland improvements extending from the aforesaid property Easterly into Biscayne Bay; AND A portion of submerged bay bottom lands in Section 6, Township 54 South, Range 42 East, and in Section 31, Township 53 South, Range 42 East, Dade County, Florida, being more particularly described as follows: Page 1 of 2 62 COXXZNCX at the Northeast corner of Lot 2 in Block 61 of A.L. KNOWLTON'S MAP OF ­1AMI, according to the ple thereof recorded in Plat Book "B" at .age 41 of the Public Rec,-ds of Dade county, Florida; thence run S 89059'55" E, along the Easterly prolongation of the North line of ,said Lot 2, also being along the Easterly prolongation of the South right-of-way boundary of 6th Street as shown on said plat of A.L. KNOWLTON'S MAP OF MIAMI (now known as N.E. 6th Street in the City of Miami, Florida) for a distance of 1336.10 feet to a point of intersection with the BULKHEAD LINE, as said BULKHEAD LINE is shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA, BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida, said BULKHEAD LINE also being the U.S. Harbor Line; thence run N 00017133" E, along said U.S. Harbor Line, for a distance of 1073.50 feet to the point of intersection with the Easterly prolongation of the centerline of 3RD STREET (now known as N.E. 9TH STREET) as shown on said plat of A.L. KNOWLTON'S MAP OF MIAMI, said point of intersection also being the Southeast corner of Tract "A" of "NEW WORLD CENTER BICENTENNIAL PARK", according to the plat thereof recorded in Plat Book 140 at Page 50 of the Public Records of Dade County, Florida; and the POINT OF BEGINNING of the herein described parcel; thence continue N 00017133" E, along said U.S. Harbor Line, for a distance of 451.19 feet to a point of deflection; thence run N 00005128" W, along said U.S. Harbor Line, for a distance of 781.67 feet to the Northeast corner of said Tract "A" of "NEW WORLD CENTER BICENTENNIAL PARK"; thence continue N 00005128" W, along said U.S. Harbor Line, for a distance of 74.Q1 feet to the point of intersection with the Southerly right-of-way boundary of the MacARTHUR CAUSEWAY, as shown on that certain STATE OF FLORIDA STATE ROAD DEPARTMENT RIGHT OF WAY MAP, Section No. 87060- 2117, according to the plat thereof recorded in Plat Book 68 at Page 44 of the Public Records of Dade County, Florida; thence run N 83033114" E, along the Southerly right-of-way boundary of the said MacARTHUR CAUSEWAY, for a distance of 19.11 feet to the point of curvature of a circular curve to the right; thence run Easterly along said circular curve to the right, having a radius of 10,716.59 feet, through a central angle of 00026108", for an arc distance of 81.475 feet to the point of intersection with a line 100 feet Easterly of and parallel to the said U.S. Harbor Line; thence run S 000051281, E, along said line, for a distance of 866.84 feet to a point of deflection; thence run S 00017133" W, along a line 100 feet Easterly of and parallel to the said U.S. Harbor Line, for a distance of 451.08 feet to the point of intersection with the Easterly prolongation of the centerline of said N.E. 9TH STREET; thence run N 89057143" W. along the Easterly prolongation of the centerline of said N.E. 9TH STREET, for a distance of 100.00 feet to the POINT OF BEGINNING. Containing 19.643 acres, more or less. Page 2 of 2 276 EXHIBIT "F-1" PHASE II - PORT PROPERTY - SCHEME "A" Legal Description A portion of Tract "A", some of which is submerged, of NEW WORLD CENTER BICENTENNIAL PARK, according to the plat thereof recorded in Plat Book 140 at Page 50 of the Public Records of Dade County, Florida, and being more particularly described as follows: COMMENCE at the most Southwesterly corner of said Tract "A"; thence run South 89057143" East, along the South line of said Tract"A", a distance of 187.56 feet to the point of intersection with a line that is 1050.00 feet Westerly of and parallel to the BULKHEAD LINE as shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida, and the POINT OF BEGINNING of the herein described parcel; thence run North 00017133" East, along the line that is 1050.00 feet Westerly of and parallel to the said BULKHEAD LINE, a distance of 106.53 feet; thence run North 89057143" West, along a line parallel with the South line of said Tract "A", a distance of 187.97 feet to the point of intersection with the West line of said Tract "A1l; 'thence run North 00004109" East, along the West line of said Tract "A", a distance of 45.00 feet; thence run South 89057143" East, along a line parallel with the South line of said Tract "A", a distance of 338.15 feet; thence run North 00017133" East, along a line that is 900.00 feet Westerly of and parallel to the said BULKHEAD LINE, a distance 526.41 feet; thence run South 89057143" East, along a line parallel with the South line of said Tract "A", a distance of 748.49 feet; thence run North 00005128" West, along a line that is 150.00 feet Westerly of and parallel to the said BULKHEAD LINE, a distance 554.72 feet to the point of intersection with the North line of said Tract "A"; thence run North 89057'40" East, along the North line of said Tract "A", a distance of 150.00 feet to the Northeast corner of said Tract "A" and the point of intersection with the said BULKHEAD LINE; thence run South 00005128" East, along the Easterly line of said Tract "A", a distance of 781.67 feet to a point of deflection; thence run South 00017133" West, along the Easterly line of said Tract "A", a distance of 451.19.feet to the Southeast corner of said Tract "A", said last two described courses being along the said BULKHEAD LINE; thence run North 89057,43" West, along the South line of said Tract "A", for 1050.00 feet to the POINT OF BEGINNING; together with all riparian rights appertaining thereto and together with all existing seawalls, bulkheads, docks, fill and upland improvements extending from the aforesaid property Easterly into Biscayne Bay; AND A portion of submerged bay bottom lands in Section 6, Township 54 South, Range 42 East, and in Section 31, Township 53 South, Range 42 East, Dade County, Florida, being more particularly described as follows: Page 1 of 2 96-462 COMMENCE at the Northeast corner of Lot 2 in Block 61 of A.L. KNOWLTON'S MAP OF MIAMI, according to the plat thereof recorded in Plat Book "B" at Page 41 of the Public Records of Dade County, Florida; thence run S 8905915511 E, along the Easterly prolongation of the North line of said Lot 2, also being along the Easterly prolongation of the South right-of-way boundary of 6th Street as shown on said plat of A.L. KNOWLTON'S MAP OF MIAMI (now known as N.E. 6th Street in the City of Miami, Florida) for a distance of 1336.10 feet to a point of intersection with the BULKHEAD LINE, as said BULKHEAD LINE is shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA, BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida, said BULKHEAD LINE also being the U.S. Harbor Line; thence run N 0001713311 E, along said U.S. Harbor Line, for a distance of 1073.50 feet to the point of intersection with the Easterly prolongation of the centerline of 3RD STREET (now known as N.E. 9TH STREET) as shown on said plat of A.L. KNOWLTON'S MAP OF MIAMI, said point of intersection also being the Southeast corner of Tract "A11 of "NEW WORLD CENTER BICENTENNIAL PARK", according to the plat thereof recorded in Plat Book 140 at Page 50 of the Public Records of Dade County, Florida; and the POINT OF BEGINNING of the herein described parcel; thence continue N 00017133" E, along said U.S. Harbor Line, for a distance of 451.19 feet to a point'of deflection; thence run N 0000512811 W, along said U.S. Harbor Line, for a distance of 781.67 feet to the Northeast corner of said Tract "A11 of "NEW WORLD CENTER BICENTENNIAL PARK"; thence continue N 0000512811 W, along said U.S. Harbor Line, for a distance of 74.01 feet to the point of intersection with the Southerly right-of-way boundary of the MacARTHUR CAUSEWAY, as shown on that certain STATE OF FLORIDA STATE ROAD DEPARTMENT RIGHT OF WAY MAP, Section No. 87060- 2117, according to the plat thereof recorded in Plat Book 68 at Page 44 of the Public Records of Dade County, Florida; thence run N 8303311411 E, along the Southerly right-of-way boundary of the said MacARTHUR CAUSEWAY, for a distance of 19.11 feet to the point of curvature of a circular curve to the right; thence run Easterly along said circular curve to the right, having a radius of 10,716.59 feet, through a central angle of 00026108", for an arc distance of 81.475 feet to the point of intersection with a line 100 feet Easterly of and parallel to the said U.S. Harbor Line; thence run S 0000512811 E, along said line, for a distance of 866.84 feet to a point of deflection; thence run S 00017133" W, along a line 100 feet Easterly of and parallel to the said U.S. Harbor Line, for a distance of 451.08 feet to the point of intersection with the Easterly prolongation of the centerline of said N.E. 9TH STREET; thence run N 89057'43" W, along the Easterly prolongation of the centerline of said N.E. 9TH STREET, for a distance of 100.00 feet to the POINT OF BEGINNING. Containing 19.643 acres, more or less. Page 2 of 2 13 ��462 277 EXHIBIT "F-2" � PHASE II - PORT PROPERTY - SCHEME "B" Legal Description A portion of Tract "A", some of which is submerged, of NEW WORLD CENTER BICENTENNIAL PARR, according to the plat thereof recorded in Plat Book 140 at Page 50 of the Public Records of Dade County, Florida, and being more particularly described as follows: COMMENCE at the most Southwesterly corner of said Tract "A"; thence run South 89057143" East, along the South line of said Tract "A", a distance of 187.56 feet to the point of intersection with a line that is 1050.00 feet Westerly of and parallel to the BULKHEAD LINE as shorn on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida, and the POINT OF BEGINNING of the herein described parcel; thence run North 00017133" East, along the line that is 1050.00 feet Westerly of and parallel to the said BULKHEAD LINE, a distance of 426.70 feet; thence run North 89057143" West along a line parallel with said South line of Tract "A",. a distance of 188.66 feet to the point of intersection with the West line of said Tract "A", said point being on the are of a circular curve concave to the. East and bearing North 88020110" West from the center of said curve; thence Northerly along said West line of Tract "A" and the arc of said circular curve to the right, having a radius of 1500.00 feet, through a' central angle of 01•43114", for an arc distance of 45.04 feet; thence run South 89057143" East, parallel with the South line of said Tract "A", a distance of 291.78 feet; thence run North 00005,128" West, along a line that is 945.00 feet Westerly of 'and parallel to the said BULKHEAD LINE, a distance 428.43 feet; thence run South 89057143" East, parallel with the South line of said Tract "A", a distance of 685.00 feet; thence run North 00005128" West, along a line that is 260.00 feet Westerly of and parallel to the said BULKHEAD LINE, a distance of 232.63 feet; thence run South 89057/4311 East, parallel to the South line of said Tract "A", a distance of 200.00 feet; thence run North 00005128" West, along a line that is 60.00 feet Westerly of and parallel to the said BULKHEAD LINE, a distance 100.02 feet to the point of intersection with the North line of said Tract "A"; thence run North 89057f4O" East, along the North line of Tract "A", a distance of 60.00 feet to the Northeast corner of the Tract "A" and the point of intersection with the said BULKHEAD LINE; thence run South 00005128" East, along the Easterly line of said Tract "A", a distance of 781.67 feet to a point of deflection; thence run -South 00.17133" West, along the Easterly line of said Tract "A", a distance of 451.19 feet to the Southeast corner of said Tract "'A", said last two (2) described courses being along the said BULKHEAD LINE; thence run North 89057143" West, along the South line of said Tract "A", a distance of 1050.00 feet to the POINT OF BEGINNING; together with all riparian rights appertaining thereto and together with all existing seawalls, bulkheads, docks, fill and upland improvements extending from the aforesaid property Easterly into Biscayne Bay; AND, Page 1 of 2 ' q 6- 4 6 2 A portion of subn bay bottom lands in tion 6, Township 54 South, Range 42 Ease, and in Section 31, Township 53 South, Range 42 East, Dade County, Florida, being more particularly described as follows: CONMENCB at the Northeast corner of Lot 2 in Block 61 of A.L. KNOWLTON'S MAP OF MIAMI, according to the plat thereof recorded in Plat Book "B" at Page 41 of the Public Records of Dade County, Florida; thence run S 89*59155" E, along the Easterly prolongation of the North line of said Lot 2, also being along the Easterly prolongation of the South right-of-way boundary of 6th Street as shown on said plat of A.L. KNOWLTON'S MAP OF MIAMI (now known as N.E. 6th Street in the City of Miami, Florida)., for a distance of 1336.10 feet to a point of intersection with the BULKHEAD LINE, as said BULKHEAD LINE is shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA, BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida, said Bulkhead Line also being the U.S. Harbor Line; thence run N 00017133" E, along said U.S. Harbor Line, for a distance of 1073.50 feet to the point of intersection with the Easterly prolongation of the centerline of 3RD STREET (now known as N.E. 9TH STREET) as shown on said plat of A.L. KNOWLTON**S MAP OF MIAMI, said point of intersection Also being the Southeast corner of Tract "A" of "NEW WORLD CENTER BICENTENNIAL PARK", according to the plat thereof recorded in Plat Book 140 at Page 50 of the Public Records of Dade County, Florida and the POINT OF BEGINNING of the herein described parcel; thence continue N 00017.33" E, along said U.S. Harbor Line, for a distance of 451.19 feet to a• point of deflection; thence run N 00005128" W, along said U.S. Harbor Line, for a distance of 781.67 feet to the Northeast corner of said Tract "A" of "NEW WORLD CENTER BICENTENNIAL PARK"; thence continue N 00005128" W, along said U.S. Harbor Line, for a distance of 74.01 feet to the point of intersection with the Southerly right-of-way boundary of the MacARTHUR CAUSEWAY, as shown on that certain STATE OF FLORIDA STATE ROAD DEPARTMENT RIGHT OF WAY MAP, Section No. 87060- 2117, according to the plat thereof recorded in Plat Book 68 at Page 44 of the Public Records of Dade County, Florida; thence run N 83033114" E, along the Southerly right-of-way boundary of the said MacARTHUR CAUSEWAY, for a distance of 19.11 feet to the point of curvature of a circular curve to the right; thence run Easterly along said circular curve to the right, having a radius of 10,716.59 feet, through a central angle of 00026108", for an arc distance of 81.475 feet to the point of intersection with a line 100 feet Easterly of and parallel to the said U.S. Harbor Line; thence run S 00005128" E, along said line, for a distance of 866.84 feet to a point of deflection; thence run S 00017133" W, along a line 100 feet Easterly of and parallel to the said U.S. Harbor Line, for a distance of 451.08' feet to the point of intersection with the Easterly prolongation.of the centerline of said N.E. 9TH STREET; thence run N 89057143" W, along the Easterly prolongation of the centerline of said N.E. 9TH STREET, for a distance of 100.00 feet to the POINT OF BEGINNING. Containing 25.398 acres, more or less. Page 2 of 2 279 �o-42 280 0 EXHIBIT 11F-2" PHASE II - PORT PROPERTY - SCHEME "B" Legal Description A portion of Tract "A", some of which is submerged, of NEW WORLD CENTER BICENTENNIAL PARK, according to the plat thereof recorded in Plat Book 140 at Page 50 of the Public Records of Dade County, Florida, and being more particularly described as follows: COMMERCE at the most Southwesterly corner of said Tract "A"; thence run South 89057143" East, along the South line of said Tract "A", a distance of 187.56 feet to the point of intersection with a line that is lo50.00 feet Westerly of and parallel to the BULKHEAD LINE as shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida, and the POINT OF BEGINNING of the herein described parcel; thence run North 00017'33" East, along the line that is 1050.00 feet Westerly of and parallel to the said BULKHEAD LINE, a distance of 426.70 feet; thence run North 89057143" West along a line parallel with said South line of Tract "A",.a distance of 188.66 feet to the point of intersection with the West line of said Tract "A", said point being on the arc of a circular curve concave to the East and bearing North 88020010" West from the center of said curve; thence Northerly along said West line of Tract "A" and the arc of said circular curve to the right, having a radius of 1500.00 feet, through a central angle of 01043114", for an arc distance of 45.04 feet; thence run South 89057143" East, parallel with the South line of said Tract "A", a distance of 291.78 feet; thence run North 001105,128" West, along a line that is 945.00 feet Westerly of and parallel to the said BULKHEAD LINE, a distance 428.43 feet; thence run South 89057F43" East, parallel with the South line of said Tract "A", a distance of 685.00 feet; thence run North 00005128" West, along a line that is 260.00 feet Westerly of and parallel to the said BULKHEAD LINE, a distance of 232.63 feet; thence run South 89057"43" East, parallel to the South line of said Tract "A", a distance of 200.00 feet; thence run North 00005128" West, along a line that is 60.00 feet Westerly of and parallel to the said BULKHEAD LINE, a distance 100.02 feet to the point of intersection with the North line of said Tract "A"; thence run North 89057140" East, along the North line of Tract "A", a distance of 60.00 feet to the Northeast corner of the Tract "A" and the point of intersection with the said BULKHEAD LINE; thence run South 00005128" East, along the Easterly line of said Tract "A", a distance of 781.67 feet to a point of deflection; thence run South 00017133" West, along the Easterly line of said Tract "A", a distance of 451.19 feet to the Southeast corner of said Tract "A", said last two (2) described courses being along the said BULKHEAD LINE; thence run North 89057043" West, along the South.line of said Tract "A", a distance of 1050.00 feet to the POINT OP BEGINNING; together with all riparian rights appertaining thereto and together with all existing seawalls, bulkheads, docks, fill and upland improvements extending from the aforesaid property Easterly into Biscayne Bay; AND Page 1 of 2 A portion of submerged bay bottom lands in Section 6, Township 54 South, Range 42 East, and in Section 31, Township 53 South, Range 42 East, Dade County, Florida, being more particularly described as follows: COMMENCE at the Northeast corner of Lot 2 in Block 61 of A.L. KNOWLTON'S MAP OF MIAMI, according to the plat thereof recorded in Plat Book "B" at Page 41 of the Public Records of Dade County, Florida; thence run S 8905915511 E, along the Easterly prolongation of the North line of said Lot 2, also being along the Easterly prolongation of the South right-of-way boundary of 6th Street as shown on said plat of A.L. KNOWLTON'S MAP OF MIAMI (now known as N.E. 6th Street in the City of Miami, Florida)., for a distance of 1336.10 feet to a point of intersection with the BULKHEAD LINE, as said BULKHEAD LINE is shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA, BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida, said Bulkhead Line also being the U.S. Harbor Line; thence run N 00017133" E, along said U.S. Harbor Line, for a distance of 1073.50 feet to the point of intersection with the Easterly prolongation of the centerline of 3RD STREET (now known as N.E. 9TH STREET) as shown on said plat of A.L. KNOWLTON'S MAP -OF MIAMI, said point of intersection also being the Southeast corner of Tract "A" of "NEW WORLD CENTER BICENTENNIAL PARK", according to the plat thereof recorded in Plat Book 140 at Page 50 of the Public Records of Dade County, Florida and the POINT of BEGINNING of the herein described parcel; thence continue N 00017133" E, along said U.S. Harbor Line, for a distance of 451.19 feet to a point of deflection; thence run N 00005128" W, along said U.S. Harbor Line, for a distance of 781.67 feet to the Northeast corner of said Tract "A" of "NEW WORLD CENTER BICENTENNIAL PARK"; thence continue N 00005128" W, along said U.S. Harbor Line, for a distance of 74.01 feet to the point of intersection with the Southerly right-of-way boundary of the MacARTHUR CAUSEWAY, as shown on that certain STATE OF FLORIDA STATE ROAD DEPARTMENT RIGHT OF WAY MAP, Section No. 87060- 2117,• according to the plat thereof recorded in Plat Book 68 at Page 44 of the Public Records of Dade County, Florida; thence run N 83033114" E, along the Southerly right-of-way boundary of the said MacARTHUR CAUSEWAY, for a distance of 19.11 feet to the point of curvature of a circular curve to the right; thence run Easterly along said circular curve to the right, having a radius of 10,716.59 feet, through a central angle of 00026108", for an arc distance of 81.475 feet to the point of intersection with a line 100 feet Easterly of and parallel to the said U.S. Harbor Line; thence run S 00005128" E, along said line, for a distance of 866.84 feet to a point of deflection; thence run S 00017133" W, along a line 100 feet Easterly of and parallel to the said U.S. Harbor Line, for a distance of 451.08 feet to the point of intersection with the Easterly prolongation of the centerline of said N.E. 9TH STREET; thence run N 89057143" W, along the Easterly prolongation of the centerline of said N.E. 9TH STREET, for a distance of 100.00 feet to the POINT OF BEGINNING. Containing 25.398 acres, more or less. Page 2 of 2 10 �CID �462 281 Owl 282 EXHIBIT "G" BICENTENNIAL PROPERTY ' Legal Description A tract of land, some of which is submerged, in Sections 31 and 37, Township 53 South, Range 42 East, said tract of land lying, situate and being in the City of Miami, Dade County, Florida, and being more particularly described as follows: Tract "A" of NEW WORLD CENTER BICENTENNIAL PARK, according to the plat thereof recorded in Plat Book 140 at Page 50 of the Public Records of Dade County, Florida; Together with all riparian rights appertaining thereto and together with all existing seawalls, bulkheads, docks, fill and upland improvements extending from the aforesaid property Easterly into Biscayne Bay; A portion of submerged bay bottom lands in Section 6, Township 54 South, Range 42 East, and in Section 3.1, Township 53 South, Flange 42 East, Dade County, Florida, being more particularly described as follows: COMMENCE at the Northeast corner of Lot 2 in Block 61 of A.7,. KNOWLTON,'S MAP OF MIAMI, according to the plat thereof recorded in Plat Book "B" at Page 41 of the Public Records of Dade County, Florida; thence run S 89059,55" E, along the Easterly prolongation of the North line of said Lot 2, also being along the Easterly prolongation of the South right-of-way boundary of 6th Street as shown on said plat of A.L. KNOWLTONIS MAP OF MIAMI (now known as N.E. 6th Street in the City of Miami, Florida) for a distance of 1336.10 feet to a point of intersection with the BULKHEAD LINE, as said BULKHEAD LINE is shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA, BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the, Public Records of Dade County, Florida, said Bulkhead Line also being the U.S. Harbor Line; thence run N 00017133" E, along said U.S. Harbor Line, for a distance of 1073.50 feet -to the point of intersection with the Easterly prolongation of the centerline of 3RD STREET (now known as N.E. 9TH STREET) as shown on said plat of A.L. KNOWLTONIS MAP OF MIAMI, said point of intersection also being the Southeast corner of Tract "A" of "NEW WORLD CENTER BICENTENNIAL PARK", according to the plat thereof recorded in Plat Book 140 at Page 50 of the Public Records of Dade County, Florida; and the POINT OF BEGINNING of the herein described parcel; thence continue N 00.17133" E, along said U.S. Harbor Line, for a distance of 451.19 feet to a point of deflection; thence run N 00005128" W, along said U.S. Harbor Line, for a.distance of 781.67 feet to the Northeast corner of said Tract "A" of "NEW WORLD CENTER BICENTENNIAL PARK"; thence continue N 00005128" W, along said U.S. Harbor Line, for a distance of 74.01 feet to the point of intersection with the Southerly right-of-way boundary of the MacARTHUR CAUSEWAY, as shown on that certain STATE- of FLORIDA STATE ROAD DEPARTMENT RIGHT OF WAY MAP, Section No. 87060- 2117, according to the plat thereof recorded in Plat Book 68 at Page Page 1 of 2 9 6- 4 6 2 S ' 44 of the Public `)cords of Dade County, F' -ida; thence run N 83033114" E, a1on9 .:hs Southerly right-of-way-oundary of the said MacARTHUR CAUSEWAY, for a distance of 19.11 feet to the point of curvature of a circular curve to the right; thence run Easterly along said circular curve to the right, having a radius of 10,716.59 feet, through a central angle of 00.26108", for an arc distance of 81.475 feet to the point of intersection with a line 100 feet Easterly of and parallel to the said U.S. Harbor Line; thence run S 00.05128" E, along said line, for a distance of 866.84 feet to a point of deflection; thence run S 00017/330 W, along a line 100 feet Easterly of and parallel to the said U.S. Harbor Line, for a distance of 451.08 feet to the point of intersection with the Easterly ` prolongation of the centerline of said N.E. 9th STREET; thence run N 89.57143" W, along the Easterly prolongation of the centerline of said N.E. 9th STREET, for a distance of 100.00 feet to the POINT OF BSOINNING. Containing 33.344 acres, more or less. Page 2 of 2 M�K EXHIBIT "G" BICENTENNIAL PROPERTY Legal Description A tract of land, some of which is submerged, in Sections 31 and 37, Township 53 South, Range 42 East, said tract of land lying, situate and being in the City of Miami, Dade County, Florida, and being more particularly described as follows: Tract "A" of NEW WORLD CENTER BICENTENNIAL PARK, according to the plat thereof recorded in Plat Book 140 at Page 50 of the Public Records of Dade County, Florida; Together with all riparian rights appertaining thereto and together with all existing seawalls, bulkheads, docks, fill and upland improvements extending from the aforesaid property Easterly into Biscayne Bay; 0 A portion of submerged bay bottom lands in Section 6, Township 54 South, Range 42 East, and in Section 31, Township 53 South, Range.42 East, Dade County, Florida, being more particularly described as follows: COMMENCE at the Northeast corner of Lot 2 in Block 61 of A.L. KNOWLTON'S MAP OF MIAMI, according to the plat thereof recorded in Plat Book "B" at Page 41 of the Public Records of Dade County, Florida; thence run S 89059155" E. along the Easterly prolongation of the North line of said Lot 2, also being along the Easterly prolongation of the South right-of-way boundary of 6th Street as shown on said plat of A.L. KNOWLTON'S MAP OF MIAMI (now known as N.E. 6th Street in the City of Miami, Florida) for a distance of 1336.10 feet to a point of intersection with the BULKHEAD LINE, as said BULKHEAD LINE is shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA, BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida, said Bulkhead Line also being the U.S. Harbor Line; thence run N 00017/330 E, along said Q.S. Harbor Line, for a distance of 1073.50 feet to the point of intersection with the Easterly prolongation of the centerline of 3RD STREET (now known as N.E. 9TH STREET) as shown on said plat of A.L. KNOWLTON'S MAP OF MIAMI, said point of intersection also being the Southeast corner of Tract PA" of "NEW WORLD CENTER BICENTENNIAL PARR", according to the plat thereof recorded in Plat Book 140 at Page 50 of the Public Records of Dade County, Florida; and the VOINT OF BEGINNING of the herein described parcel; thence continue N 00.17133" E. along said U.S. Harbor Line, for a distance of 451.19 feet to a point of deflection; thence run N 00005128" W, along said U.S. Harbor Line, for a distance of 781.67 feet to the Northeast corner of said Tract "A" of "NEW WORLD CENTER BICENTENNIAL PARK"; thence continue N 00605f28" W. along said U.S. Harbor Line, for a distance of 74.01 feet to the point of intersection with the Southerly right-of-way boundary of the MacARTHUR CAUSEWAY, as shown on that certain STATE OF FLORIDA STATE ROAD DEPARTMENT RIGHT OF WAY MAP, Section No. 87060- 2117, according to the plat thereof recorded in Plat Book 68 at Page 284 Page 1 of 2 63� - 4 6 2 44 of the Public Records of Dade County, Florida; ,thence run N 8.3033114" E, along the Southerly right-of-way boundary of the said MacARTHUR CAUSEWAY, for a distance of 19.11 feet to'the point of curvature of a circular curve to the right; thence run Easterly along said circular curve to the right, having a radius of 10,716.59 feet, through a central angle of 0002V 08", for an arc distance of 81.475 feet to the point of intersection with a line 100 feet Easterly of and parallel to the said U.S. Harbor Line; thence run S 00005128" E, .along said line, for a distance of 866.84 feet to a point of deflection; thence run S 00017133" W, along a line 100 feet Easterly of and parallel to the said U.S. Harbor Line, for a distance of 451.08 feet to the point of intersection with the Easterly prolongation of the centerline of said N.E. 9th STREET; thence run N 89057143" W, along the Easterly prolongation of the centerline of said N.E. 9th STREET, for a distance of 100.00 feet to the POINT OF BEGINNING. Containing 33.344 acres, more or less. Page 2 of 2 e 285 EXHIBIT "H" BURLS MARX Legal Description A tract of land in Section 37, Townships 53 and 54 South, Range 42 East, said tract of land lying, situate and being in the City of Miami, Dade County, Florida, and being more particularly described as follows: BEGIN at the point of intersection of the Easterly extension of the centerline of 3RD STREET (now known as N.E. 9TH STREET) as shown on A. L. KNOWLTON�S MAP OF MIAMI, according to the plat thereof recorded in Plat Book "B" at Page 41 of the Public Records of Dade County, Florida, with the Easterly right-of-way boundary of BISCAYNE BOULEVARD, said Easterly right-of-way boundary of BISCAYNE BOULEVARD being parallel to and 53 feet Easterly of, as measured at right angles to, the Easterly right-of-way boundary of BISCAYNE DRIVE as shown on said A. L. KNOWLTON"S MAP OF MIAMI; thence run South 89057143" East, along said Easterly extension of the centerline of said N.E. 9TH STREET (formerly known as 3RD STREET), a distance of 117.00 feet to the point of intersection with a line 117.00 feet Easterly of, as measured at right angles to, the Easterly right-of- way boundary of BISCAYNE BOULEVARD; thence run South 00•04129" West, along the line 117.00 feet Easterly of and parallel to the Easterly right-of-way boundary of BISCAYNE BOULEVARD, a distance of 374:84 feet to a point of deflection; thence run South 01.57143" East, along the line 117.00 feet Easterly of and parallel to the Easterly right- of-way boundary of BISCAYNE BOULEVARD, 'a distance of 383.78 feet to the point of curvature of a circular curve to the left; thence run Southerly along the arc of said circular curve to the left, having a radius of 1500.00 feet, through a central angle of 07057126", for an arc distance of 208.32 feet to a point of compound curvature with the are of a circular curve to the left; thence run Southeasterly along the arc of said circular curve to the left, having a radius of 55.00 feet, through a central angle of 11046,12011, for an arc distance of 11.30 feet to a point of tangency, said point of tangency also to be known as POINT "A" for purposes of this description; thence run North 21041129" West a distance of 294.95 feet to a point of deflection; thence. run North 16020123" West a distance of 139.23 feet to the point of intersection with the Easterly Right -of -Way boundary of BISCAYNE BOULEVARD, said Easterly Right -of -Way boundary of BISCAYNE BOULEVARD being parallel to and 53 feet Easterly of, as measured at right angles to, the Easterly Right -of -Way boundary of said BISCAYNE DRIVE, said last two (2) described courses being along the Northeasterly Right -of -Way boundary of PORT BOULEVARD as described in O.R. Book 13849 at Page 1026 of the Public Records of Dade County, Florida; thence run North 01957f43" West, along said Easterly Right - of -Way boundary of BISCAYNE BOULEVARD, a distance of 191.96 feet to a point of deflection; thence run North 00004'29"" East, along said Easterly. Right -of -Way boundary of BISCAYNE BOULEVARD, a distance of 376.84 feet to the POINT OF BEGINNING: LESS AND EXCEPTING THEREFROM the following described 30 foot wide tract of land lying 15.00 feet on each side of the centerline of Page 1 of 2 286 v6 — 4 6 2 Is Florida East Coast -'lilway Company's Spur Tract ­,). 181 serving Dodge Island Seaport, buu including all air rights t4 3aid Tract beginning 23 feet above the top of the rails, and being more particularly described as followss Commence at the aforesaid described POINT "A"; thence run North 21041129" West, along the Northeasterly Right-of-way boundary of said PORT BOULEVARD, a distance of 67.06 feet to the point of intersection with a line that is parallel with and 15. oo feet Southwesterly of, as measured at right angles to, the centerline of said Railway's Spur Tract No. 181, and the POINT OF BE®INNING of the Tract of land hereinafter to be described; thence run South 70058103" East, along the last described line, a distance of 15.14 feet to the point of intersection with the are of a circular curve concave to the East, the center of which bears North 81052139" East from said point of intersection; thence run Northerly along the arc of said circular curve concave to the East, having a radius of 1500.00 feet, through a central angle of 01.16150", for an arc distance of 33.53 feet to the point of intersection with a line that is parallel with and 15.00 feet Northeasterly of, as measured at right angles to, the centerline of said Railway's Spur Tract No. 181; thence run North 70058'03" West, along the last described line, a distance of 4.58 feet to a point of curvature of a circular curve to the left;thence run Northwesterly along the arc of said circular curve to the left, having a radius of 506.31 feet, through a central angle of 02022153", for an arc distance of 21.05 feet to the point of intersection with the Northeasterly Right -of -Way boundary of said PORT BOULEVARD, said point of intersection bearing North 16.39103" East from the center of said curve; thence run South 21,841129" East, -along said Northeasterly Right -of -Way boundary of said PORT BOULEVARD, a distance of 39.01, feet to the POINT OF BEGINNING. Containing 2.052 acres more or less. Page 2 of 2 96, 091 4- 2 287 t:: Lil ,­ ) EXHIBIT "H" BURLE MARX Legal Description A tract of land in Section 37, Townships 53 and 54 South, Range 42 East, said tract of land lying, situate and being in the City of Miami, Dade County, Florida, and being more particularly described as follows: BEGIN at the point of intersection of the Easterly extension of the centerline of 3RD STREET (now known as N.E. 9TH STREET) as shown on A. L. KNOWLTON°S MAP OF MIAMI, according to the plat thereof recorded in Plat Book "B" at Page 41 of the Public Records of Dade County, Florida, with the Easterly right-of-way boundary of BISCAYNE BOULEVARD, said Easterly right-of-way boundary of BISCAYNE BOULEVARD. being parallel to and 53 feet Easterly of, as measured at right angles to, the Easterly right-of-way boundary of BISCAYNE DRIVE as shown on said A. L. KNOWLTON�S MAP OF MIAMI; thence run South 89057143" East, along said Easterly extension of the centerline of said N.E. 9TH STREET (formerly ]mown as 3RD STREET), a distance of 117.00 feet to the point of intersection with a line 117.00 feet Easterly of, as measured at right angles to, the Easterly right-of- way boundary of BISCAYNE BOULEVARD; thence run South 00004129" West, along the line 117.00 feet Easterly of and parallel to the Easterly right-of-way boundary of BISCAYNE BOULEVARD, a distance of 374.84 feet to a point of deflection; thence run South 01*57143" East, along the line 117.00 feet Easterly of and parallel to the Easterly right- of-way boundary of BISCAYNE BOULEVARD, a distance of 383.78 feet to the point of curvature of a circular curve to the left; thence run Southerly along the arc of said circular curve to the left, having a radius of 1500.00 feet, through a central angle of 07057126", for an arc distance of 208.32 feet to a point of compound curvature with the arc of a circular curve to the left; thence run Southeasterly along the arc of said circular curve to the left, having a radius of 55.00 feet, through a central angle of 11046120", for an arc distance of 11.30 feet to a point of tangency, said point of tangency also to be known as POINT "A" for purposes of this description; thence run North 21041'29" West a distance of 294.95 feet to a point of deflection; thence run North 16020123" West a distance of 139.23 feet to the point of intersection with the Easterly Right -of -Way boundary of BISCAYNE BOULEVARD, said Easterly Right -of -Way boundary of BISCAYNE BOULEVARD being parallel to and 53 feet Easterly of, as measured at right angles to, the Easterly Right -of -Way boundary of said BISCAYNE DRIVE, said last two (2) described courses being along the Northeasterly Right -of -Way boundary of PORT BOULEVARD as described in O.R. Book 13849 at Page 1026 of the Public Records of Dade County, Florida; thence run North 01057143" West, along said Easterly Right - of -Way boundary of BISCAYNE BOULEVARD, a distance of 191.96 feet to a point of deflection; thence run North 00004129" East, along said Easterly Right -of -Way boundary of BISCAYNE BOULEVARD, a distance of 376.84 feet to the POINT OF BEGINNING: LESS AND EXCEPTING THEREFROM the following described 30 foot wide tract of land lying 1.5.00 feet on each side of the centerline of Page 1 of 2 4, 6 2 Florida East Coast Railway Company's Spur Tract No. 181 serving Dodge Island Seaport, but including all air rights to said Tract beginning 23 feet above the top of the rails, and being more particularly described as follows: Commence at the aforesaid described POINT "A"; thence run North 21041129" West; along the Northeasterly Right-of-way boundary of said PORT BOULEVARD, a distance of 67.06 feet to the point of intersection with a line that is parallel with and 15.00 feet Southwesterly of, as measured at right angles to, the centerline of said Railway's Spur Tract No. 181, and the POINT OP BEGINNING of the Tract of land hereinafter to be described; thence run South 7005810311 East, along the last described line, a distance of 15.14 feet to the point of intersection with the arc of a circular curve concave to the East, the center of which bears North 81052139" East from said point of intersection; thence run Northerly along the arc of said circular curve concave to the East, having a radius of 1500.00 feet, through a central angle of 01016,50", for an arc distance of 33.53 feet to the point of intersection with a line that is parallel with and 15.00 feet Northeasterly of, as measured at right angles to, the centerline of said Railway's Spur Tract No. 181; thence run North 70058103" West, along the last described line, a distance of 4.58 feet to a point of curvature of a circular curve to the left; thence run Northwesterly along the arc of said circular curve to the left, having a radius of 506.31 feet, through a central angle of 02022'S3"0 for an are distance of 21.05 feet to the point of intersection with the Northeasterly Right -of -Way boundary of said PORT BOULEVARD, said point of intersection bearing North 16039' 03" East from the center of said curve; thence run South 21041129" East, along said Northeasterly Right -of -Way boundary of said PORT BOULEVARD, a distance of 39.01 feet to the POINT OF BEGINNING. Containing 2.052 acres more or less. Page 2 of 2, 4 6 2 289 EXHIBIT "I" PHASE I (F.E.C. PROPERTY) Legal Description A.tract of land, some of which is submerged, in Section 37, Townships 53 and 54 South, Range 42 East, said tract of land lying, situate and being in the City of Miami, Dade County, Florida, and being more particularly described as follows: BEGIN at the point of intersection of the Easterly extension of the centerline of 3RD STREET (now known as N.E. 9TH STREET) as shown on A. L. KNOWLTON' S MAP OF MIAMI, according to the plat thereof recorded in Plat Book "B" at Page 41 of the Public Records of Dade County, Florida, with the Easterly right-of-way boundary of BISCAYNE BOULEVARD, said Easterly Right -of -Way boundary of BISCAYNE BOULEVARD being parallel to and 53 feet Easterly of, as measured at right angles to, the Easterly Right -of -Way boundary of BISCAYNE DRIVE as shown on said A. L. KNOWLTON'S MAP OF MIAMI; thence run South 89057143" East, along said Easterly extension of the centerline of said N.E. 9TH STREET (formerly known► as 3RD STREET), a distance of 1354.57 feet to the point of intersection with the BULKHEAD LINE as shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida; thence run South 00017133" West, along said BULKHEAD LINE, a distance of 930.00 to the point of intersection with a line that is 143.50 feet Northerly of and parallel to with the Easterly extension of the Southerly Right -of -Way boundary of 6th STREET (now known as N.E. 6th STREET) as shown on said A. L. KNOWLTON' S MAP OF MIAMI; thence run North 89059155" West, along the last described line, for a distance of 211.87 feet to a point of deflection; thence run South 85040153" West a distance of 321.37 feet to a point of deflection; thence run South 87.28145" West a distance of 190.87 feet to a point of deflection; thence run South 85004125" West a distance of 208.28 feet to a point of deflection, said point of deflection also to be known as POINT "A" for purposes of this description; thence run South 81057' 30" West a distance of 208.28 feet to the point of curvature of a circular curve to the right; thence run Southwesterly to Northwesterly along the arc of said circular curve to the right, having a radius of 55.00 feet, through a central angle of 7602110111, for an arc distance of 73.29 feet; thence run North 21041129" West, tangent to the last described curve, a distance of 294.95 feet to a point of deflection; thence run North 16020123" West a distance of 139.23 feet to the point of intersection with the Easterly Right -of - Way boundary of BISCAYNE BOULEVARD, said Easterly Right -of -Way boundary of BISCAYNE BOULEVARD being parallel to and 53 feet Easterly of, as measured at right angles to, the Easterly Right -of -Way boundary of said BISCAYNE DRIVE, said last eight (8) described courses being along the Northerly Right -of -Way' boundary of PORT BOULEVARD as described in O.R. Book 13849 at Page 1026 of the Public Records of Dade County, Florida; thence run North 01057143" West, along said Easterly Right -of -Way boundary of BISCAYNE BOULEVARD, a distance of 191.96 feet to a point of deflection; thence run North 00004129" East, along said Easterly Right -of -Way boundary of BISCAYNE Page 1 of 4 290 g6=462 BOULEVARD, a disc ce of 31/6.84 feet to th+ .1,oINT or snai NINa; together with all riparian rights appertaining thereto and together with all existing seawalls, bulkheads, docks, fill and upland improvements extending from the aforesaid property Easterly into Biscayne Bay; LESS AND EXCEPTING TXTROM the following described 30 foot wide tract of land lying 15.00 feet on each side of the centerline of Florida East Coast Railway Company's Spur Track No. 181 serving Dodge Island Seaport, but including all air rights to said Tract beginning 23 feet above the top of the rails, and being more particularly described as follows: COMMENCE at the aforesaid described POINT "A"; thence run South 81057130" West, along the Northerly Right -of -Way boundary of said PORT BOULEVARD, for a distance of 1.95 feet to the point of intersection with a line that is parallel with and 15.00 feet Northeasterly of, as measured at right angles to, the centerline of said Railway's Spur Track No. 181, and the POINT OF BEGINNING of the tract of land hereinafter to be described; thence run North 7005810311 West, along the line that is parallel with and 15.00 feet Northeasterly of, as measured at right angles to, the centerline of said Railway's Spur Track No. 181, a distance of 296.58 feet to the point of curvature of a circular curve to the left; thence run Northwesterly along the arc of said circular curve to the left, having a radius of 506.31 feet, through a central angle of 02023103.5"1 for an arc distance of 21.07 feet to the point of intersection with the Northeasterly Right -of -Way boundary of said PORT BOULEVARD, said point of intersection bearing North 16038'53.5" East from the center of said curve; thence run South 21041'29" East, along said Northeasterly Right -of -Way boundary of said PORT BOULEVARD, a distance of 39.01 feet to the point of intersection with a line that is 15.00 feet Southwesterly of, as measured at right angles to, the centerline of said Railway's Spur Track No. 181; thence run South 70.58'03" East, along the last described line, a distance of 235.49 feet to the point of intersection with the Northerly Right -of -Way boundary of said PORT BOULEVARD; thence run North 81057130" East, along the Northerly Right -of -Way boundary of said PORT BOULEVARD, a distance of 65.91 feet* to the POINT OF BEGINNING; ALSO Portions of submerged bay bottom lands in Section 6, Township 54 South, Range 42 East, Dade County, Florida, being more particularly described as follows: COMMENCE at the Northeast corner of Lot 2 in Block 61 of A.L. KNOWLTON'S MAP OF MIAMI, according to the plat thereof recorded in Plat Book "B" at Page 41 of the Public Records of Dade County, Florida; thence run S 89059155" E, along the Easterly prolongation of the North line of said Lot 2, also being along the Easterly prolongation of the South right-of-way boundary of 6th Street as shown on said plat of A. L. KNOWLTON' S MAP OF MIAMI (now known as N.E. 6th Street in the City of Miami, Florida), for a distance. of 1336.10 feet to a point of intersection with the BULXHEAD LINE, as said Page 2 of 4 96 - 462 291 0 292 0 y'{a BULKHEAD LINE is sf on REVISED PLAT OF SHEET ` ")- METROPOLITAN DADE COUNTY, FLORIDA, BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida,, said BULKHEAD LINE also being the U.S. Harbor Line; thence run N 00017133" E, along said U.S. Harbor Line, for a distance of 190.00 feet to the point of intersection with a line that is 190.00 feet North of and parallel to the Easterly prolongation of the South right-of-way boundary of said N.E. 6th Street and the POINT OF BEGINNING of the herein described parcel; thence continue N 00017133" E, along said U.S. Harbor Line, for a distance of 883.50 feet to the point of intersection with the Easterly prolongation of the centerline of 3RD STREET (now known as N.E. 9TH STREET) as shown on said plat of A.L. KNOWLTON'S MAP OF MIAMI, said point of intersection also being the Southeast corner of Tract "All of "NEW WORLD CENTER BICENTENNIAL PARK", according to the plat thereof recorded in Plat Book 140 at Page 50 of the Public Records of Dade County, Florida; thence run S 89057143" E, along the Easterly prolongation of the centerline of said N.E. 9th STREET, for a distance of 100.00 feet to the point of intersection with a line 100 feet Easterly of and parallel to the said U.S. Harbor Line; thence run S 00.17133" W, along a line 100 feet Easterly of and parallel to the said U.S. Harbor Line, for a distance of 883.44 feet; thence run N 89059155" W, along a line 190.00 feet Northerly of and parallel to the Easterly prolongation of the South right-of-way line of N.E. 6th Street, for a distance of 100.00 feet to the POINT OF BEGINNING; AND COMMENCE at the Northeast corner of Lot 2 in Block 61 of A.L. KNOWLTON'S MAP OF MIAMI, according to the plat thereof recorded in Plat Book "B" at Page 41 of the Public Records of Dade County, Florida; thence run S 89.59155" E, along the Easterly prolongation of the North line of said Lot 2, also being along the Easterly prolongation of the South right-of-way boundary of 6th Street as shown on said plat of A.L. KNOWLTON'S MAP OF MIAMI (now known as N.E. 6th Street in the City of Miami, Florida) for a distance of 1336.10 feet to a point of intersection with the BULKHEAD LINE, as said BULKHEAD LINE is shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA, BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 14 at Page 18 of the Public Records of Dade County, Florida, said BULKHEAD LINE also being the U.S. Harbor Line, said point of intersection also being the POINT OF BEGINNING of the herein described parcel; thence run S 00017°33" W, along. said U.S. Harbor Line, for a distance of 100.00 feet to the point of intersection with a line 100.00 feet Southerly of and parallel to the Easterly prolongation of the South right-of-way boundary of said N.E. 6th Street; thence run S 89059f55" E, along the line that is 100.00 feet Southerly of and parallel to the Easterly prolongation of the Southerly right-of-way boundary of said N.E. 6th Street, for a distance of 150.00 feet to the point of intersection with a line that is 150.00 feet Easterly of and parallel to said U.S. Harbor Line; thence run N 00017133" E, along the line that is 150.00 feet Easterly .of and parallel to said U.S. Harbor Line, for a distance of 290.00 feet; thence run N 89059'5511 W, along a line 190.00 feet Northerly of and parallel to the Easterly prolongation of the South right-of-way Page 3 of 4 � 62 Si gr boundary of said '�E. 6th Street, ror a dis, ice of• 150.00 feet to the point of intersection with the said U.S. Harbor Line; thence run S 00.17133" W, along said U.S. Harbor Line, for a distance of 190.00 to the POINT OF BEG7WMXXG,• SUBJECT to those rights therein previously conveyed in that certain warranty Deed recorded in Official Records Book 2454 at Page 77 of the Public Records of Dade county, Florida. All of the above containing 31.979 acres, more or less. Page 4 of 4 96-'42 293 EXHIBIT "I" PHASE I (F.E.C. PROPERTY) Legal Description A tract of land, some of which is submerged, in Section 37, Townships 53 and 54 South, Range 42 East, said tract of land lying, situate and being in the City of Miami, Dade County, Florida, and being more particularly described as follows: BEGIN at the point of intersection of the Easterly extension of the centerline of 3RD STREET (now known as N.E. 9TH STREET) as shown on A. L. KNOWLTON'S MAP OF MIAMI, according to the plat thereof recorded in Plat Book "B" at Page 41 of the Public Records of Dade County, Florida, with the Easterly right-of-way boundary of BISCAYNE BOULEVARD, said Easterly Right -of -Way boundary of BISCAYNE BOULEVARD being parallel to and 53 feet Easterly of, as measured at right angles to, the Easterly Right -of -Way boundary of BISCAYNE DRIVE as shown on said A. L. KNOWLTON'S MAP OF MIAMI; thence run South 89057143" East, along said Easterly extension of the centerline of said N.E. 9TH STREET (formerly known as 3RD STREET), a distance of `1354.57 feet to the point of intersection with the BULKHEAD LINE as shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida; thence run South 00017133" West, along said BULKHEAD LINE, a distance of 930.00 to the point of intersection with a line that is 143.50 feet Northerly of and parallel to with the Easterly extension of the Southerly Right -of -Way boundary of 6th STREET (now known as N.E. 6th STREET) as shown on said A. L. KNOWLTON'S MAP OF MIAMI; thence run North 89059'55" West, along the last described line, for a distance of 211.87 feet to a point of deflection; thence run South 85040153" West a distance of 321.37 feet to a point of deflection; thence run South 87028f45" West a distance of 190.87 feet to a point of deflection; thence run South 85004125" West a distance of 208.28 feet to a point of deflection, said point of deflection also to be known as POINT "A" for purposes of this description; thence run South 81057130" West a distance of 208.28 feet to the point ofcurvature of a circular curve to the right; thence run Southwesterly to Northwesterly along the arc of said circular curve to the right, having a radius of 55.00 feet, through a central angle of 76021101", for an arc distance of 73.29 feet; thence run North 21041129" West, tangent to the last described curve, a distance of 294.95 feet to a point of deflection; thence run North 16020123" West a distance of 139.23 feet to the point of intersection with the Easterly Right -of - Way boundary of BISCAYNE BOULEVARD, said Easterly Right -of -Way boundary of BISCAYNE BOULEVARD being parallel to and 53 feet Easterly of, as measured at right angles to, the Easterly Right -of -Way boundary of said BISCAYNE DRIVE, said last eight (8) described courses being along the Northerly Right -of -Way boundary of PORT BOULEVARD as described in A.R. Book 13849 at Page 1026 of the Public Records of Dade County, Florida; thence run North 01057143" West, along said Easterly Right -of -Way boundary of BISCAYNE BOULEVARD, a distance of 191.96 feet to a point of deflection; thence run North 00004129" East, along said Easterly Right -of -Way boundary of BISCAYNE Page 1 of 4 9 "" `� 6 2 BOULEVARD, a distance of 376.84 feet to the POINT of BEGINNING; together with all riparian rights appertaining thereto and together with all existing seawalls, bulkheads, docks, fill and upland improvements extending from the aforesaid property Easterly into Biscayne Bay; LESS AND EXCEPTING THEREFROM the following described 30 foot wide tract of land lying 15.00 feet on each side of the centerline of Florida East Coast Railway Company's Spur Track No. 181 serving Dodge Island Seaport, but including all air rights to said Tract beginning 23 feet above the top of the rails, and being more particularly described as follows: COMMENCE at the aforesaid described POINT "A"; thence run South 81057130" West, along the Northerly Right -of -Way boundary of said PORT BOULEVARD, for a distance of 1.95 feet to the point of intersection with a line that is parallel with and 15.00 feet Northeasterly of, as measured at right angles to, the centerline of said Railway's Spur Track No. 181, and the POINT OF BEGINNING of the tract of land hereinafter to be described; thence run North 70058003" West, along the line that is parallel with and 15.00 feet Norttheasterly of, as measured at right angles to, the centerline -of said Railway's Spur Track No. 181, a distance of 298.58 feet to the point of curvature of a circular curve to the left; -thence run Northwesterly along the are of said circular curve to the left, having a radius of 506.31 feet, through a central angle of 02023103.5", for an arc distance of 21.07 feet to the point of intersection with the Northeasterly Right -of -Way boundary of said PORT BOULEVARD, said point of intersection bearing North 161238153.5" East from the center of said curve; thence run South 21041129" East, along said Northeasterly Right -of -Way boundary of said PORT BOULEVARD, a distance of 39.01 feet to the point of intersection with a line that is 15.00 feet Southwesterly of, as measured at right angles to, the centerline of said Railway's Spur Track No. 181; thence run South 70.58103" East, along the last described line, a distance of 235.49 feet to the point of intersection with the Northerly Right -of -Way boundary of said PORT BOULEVARD; thence run North 810571300 East, along the Northerly Right -of -Way boundary of said PORT BOULEVARD, a distance of 65.91 feet to the POINT OF BEGINNING; ALSO Portions of submerged bay bottom lands in Section 61 Township 54 South, Range 42 East, Dade County, Florida, being more particularly described as follows: COMMENCE at the Northeast corner of Lot 2 in Block 61 of A.L. KNOWLTON'S MAP OF MIAMI, according to the plat thereof recorded in Plat Book "B" at Page 41 of the Public Records of Dade County, Florida; thence run S 89459155" E, along the Easterly prolongation of the North line of said Lot 2; also being along the Easterly prolongation of the South right-of-way boundary of 6th Street as shown on said plat of A.L. KNOWLTON' S MAP OF MIAMI (now known as N.E. 6th Street in the City of Miami, Florida), for a distance of 1336.10 feet to a point of .intersection with the BULKHEAD LINE, as said Page 2 of 4 b 295 �, st, 296. BULKHEAD LINE is shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA, BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida, said BULKHEAD LINE also being the U.S. Harbor Line; thence run N 00017'33" E, along said U.S. Harbor Line, for a distance of 190.00 feet to the point of intersection with a line that is 190.00 feet North of and parallel to the Easterly prolongation of the South right-of-way boundary of said N.E. 6th Street and the POINT OF BEGINNING of the herein described parcel; thence continue N 00017,133f1 E, along said U.S. Harbor Line, for a distance of 883.50 feet to the point of intersection with the Easterly prolongation of the centerline of 3RD STREET (now known as N.E. 9TH STREET) as shown on said plat of A.L. KNOWLTONIS MAP OF MIAMI, said point of intersection also being the Southeast corner of Tract "A11 of "NEW WORLD CENTER BICENTENNIAL PARK", according to the plat thereof recorded in Plat Book 140 at Page 50 of the Public Records of Dade County, Florida; thence run S 89057,14311 E, along the Easterly prolongation of the centerline of said N.E. 9th STREET, for a distance of 100.00 feet to the point of intersection with a line 100 feet Easterly of and parallel to the said U.S. Harbor Line; thence run S 00017133" W, along a line 100 feet Easterly of and parallel to the said U.S. Harbor Line, for a distance of 883.44 feet; thence run N 89059155" W, along a line 190.00 feet Northerly of -and parallel to the Easterly prolongation of the South right-of-way line of N. E. 6th Street, for a distance of 100.00 feet to the %JOINT OF BEGINNING; AND COMMENCE at the Northeast corner of Lot 2 in Block 61 of A.L. KNOWLTON,'S MAP OF MIAMI, according to the plat thereof recorded in Plat Book "B" at Page 41 of the Public Records of Dade County, Florida; thence run S 89059155" E, along the Easterly prolongation of the North line of said Lot 2, also being along the Easterly prolongation of the South right-of-way boundary of 6th Street as shown on said plat of A.L. KNOWLTONIS MAP OF MIAMI (now known as N.E. 6th Street in the City of Miami, Florida) for a distance of 1336.10 feet to a point of intersection with the BULKHEAD LINE, as said BULKHEAD LINE is shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA, BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74*at Page 18 of the Public Records of Dade County, Florida, said BULKHEAD LINE also being the U.S. Harbor Line, said point of intersection also being the POINT OF BEGINNING of the herein described parcel; thence run S 00017133" W. along said U.S. Harbor Line, for a distance of 100.00 feet to the point of intersection with a line 100.00 feet Southerly of and parallel to the Easterly prolongation of the South right-of-way boundary of said N.E. 6th Street; thence run S 89059155" E, along the line that is 100.00 feet Southerly of and parallel to the Easterly prolongation of the Southerly right-of-way boundary of said N.E. 6th Street, for a distance of 150.00 feet to the point of intersection with a line that is 150.00 feet Easterly of and parallel to said U.S. Harbor Line; thence run N 00017133" E, along the line that is 150.00 feet Easterly of and parallel to said U.S. Harbor Line, for a distance of 290.00 feet; thence run N 89059155" W, along a line 190.00 feet Northerly of and parallel to the Easterly prolongation of the South right-of-way Page 3 of 4 r ' o� - 6 �'� boundary of said N.E. bth Street, for a distance of 150.00 feet to the point of intersection with the said U.S. Harbor Line; thence run S 000171,33" W, along said U.S. Harbor Line, for a distance of 190.00 to the POINT OF MINNING; SUBJECT to those rights therein previously conveyed in that certain Warranty Deed recorded in official Records Book 2454 at Page 77 of the Public Records of Dade County, Florida. All of the above containing 31.979 acres, more or less. i i , Page 4 of 4 297 EXHIBIT "J-1" PHASE I - NON -PORT PROPERTY - SCHEME "A" Legal Description A tract of land, some of which is submerged, in Section 37, Townships 53 and 54 South, Range 42 East, said tract of land lying, situate and being in the City of Miami, Dade County, Florida, and being more particularly described as follows: BEGIN at the point of intersection of the Easterly extension of the centerline of 3RD STREET (now known as N.E. 9TH STREET) as shown on A. L. KNOWLTON'S MAP OF MIAMI, according to the plat thereof recorded in Plat Book ' B' at Page 41 of the Public Records of Dade County, Florida, with the Easterly right-of-way boundary of BISCAYNE BOULEVARD, said Easterly right-of-way boundary of BISCAYNE BOULEVARD being parallel to and 53 feet Easterly of, as measured at right angles to, the Easterly right-of-way boundary of BISCAYNE DRIVE as shown on said A. L. KNOWLTON'S MAP OF MIAMI; thence. run South 89057143" East, along said Easterly extension of the centerline of said N.E. 9TH STREET (formerly known as 3RD STREET), a distance of 304.56 feet to the point of intersection with a line that is 1050.00 feet West of and parallel to the BULKHEAD LINE as shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida; thence run South 00617'33" West, along the line that is 1050.00 feet West of and parallel to the said BULKHEAD LINE, a distance of 345.39 feet; thence run North 89•57'43" West, along a line'parallel with said Easterly extension of the centerline of N.E. 9TH STREET, a distance of 303.25 feet to the point of intersection with the Easterly right-of-way boundary of BISCAYNE BOULEVARD, said Easterly right-of-way boundary of BISCAYNE BOULEVARD being parallel to and 53 feet Easterly of, as measures at right angles to, the Easterly right-of-way boundary of said BISCAYNE DRIVE, said point of intersection also to be known as POINT "A" for purposes of this description; thence run North 00004129" East, along the Easterly right-of-way boundary of BISCAYNE BOULEVARD, a distance of 345.39 feet to the POINT OF BEGINNING; ALSO COMMENCE at the aforesaid described POINT "A"; thence run South 00004129" West, along the Easterly sight -of -way boundary of BISCAYNE BOULEVARD, for 31.45 feet; thence South 01057143" East, along said Easterly right-of-way boundary, a distance of 13.56 feet to the POINT OF BEGINNING of the herein described parcel; thence South $9057143" East parallel with said Easterly extension of the centerline of N.E. 9TH MEET a, distance of 452.60 feet to the point of intersection with a line that is 900.00 feet Westerly of and parallel to the BULKHEAD LINE as shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida; thence run- South 0001713311 West, along the line that is 900.00 feet Westerly of and parallel to the said BULKHEAD Page 1 of 3 n6 '.-462 a LINE, a distance 588.07 feet; thence rung ith 85004125" West a distance of 30.3s feet to a point of deflection; thence South 81057030" West for a distance -of 1.95 feet to the point of intersection with a line that is parallel with and 15.00 feet Northeasterly of, as measured at right angles to, the centerline of Florida East Coast Railways Spur Track No. 181 serving Dodge Island Seaport; said last two (2) described courses being along the Northerly boundary of PORT BOULEVARD as described in A.R. Book 13849 at Page 1026 of the Public Records of Dade County, Florida; thence run North 70058103" West, along the line that is parallel with and 15.00 feet Northeasterly of, as measured at right angles to, the centerline of said Railway's Spur Tract No. 181, a distance of 238.58 feet to the point of curvature of a circular curve to the left; thence run Northwesterly along the arc of said circular curve to the left, having a radius of 506.31 feet, through a central angle of 02023104", for an arc distance of 21.07 feet to the point of intersection with the Northeasterly Right -of -Way boundary of said PORT BOULEVARD, said point of intersection bearing North 16038'5411 East from the center of said curve; thence run North 21041129" West, a distance of 188.86 feet to a point of deflection; thence run North 16620'23" West a distance of 139.23 feet to the point of intersection with the Easterly right-of-way boundary of BISCAYNE BOULEVARD, said Easterly right-of-way boundary of BISCAYNE BOULEVARD being parallel to and 53 feet Easterly of, as measured at right angles to, the Easterly Right -of -Way boundary of said BISCAYNE DRIVE, said last two (2) described courses being along the Northeasterly Right -of -Way boundary of said PORT BOULEVARD; thence run North 01057'43" West, along said Easterly riqht-of-way boundary of BISCAYNE BOULEVARD, a distance of 178.40 feet to the POINT OF BBGXNNXNG,• together with all riparian rights appertaining thereto and together with all existing seawalls, bulkheads, docks, fill and upland improvements extending from the aforesaid property Easterly into Biscayne Bay; COMMENCE at the point of intersection of the Easterly extension of the centerline of 3RD STREET (now known as N.E. 9TH STREET) as shown on A. L. KNOWLTON'S MAP OF MIAMI, according to. the plat thereof recorded in Plat Book 'B' at Page 41 of the Public Records of Dade County, Florida, with the Easterly right-of-way boundary of BISCAYNE BOULEVARD, said Easterly right-of-way boundary of BISCAYNE BOULEVARD being parallel to and 53 feet Easterly of, as measured at right angles to, the Easterly right-of-way boundary of BISCAYNE DRIVE as shown on said A. L. KNOWLTON'S MAP OF MIAMI; thence run South 89057143" East, along said Easterly extension of the centerline of said N.E. 9TH STREET (formerly known as 3RD STREET), a distance of 1354.57 feet to the point of intersection with the BULKHEAD LINE as shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida; thence run South 00017133" West, along said BULKHEAD LINE, a distance of 930.00 feet to the point of intersection with a line that is 143.50 feet Northerly of and parallel to with the Easterly extension of the Southerly right-of-way boundary of 6TH STREET (now known as'N.E. 6th STREET) as shown on said A. L. KNOWLTON'S MAP OF Page 2 of 3 1.. g6-462 299 MIAMI; t11-3nCe run ""Orth 89*59"55" West, alor"the last described line, for a distan#--'of 211-87 feet to a point deflection; thence run south 85040153" West a distance of 321.37 feet to a point of deflection; thence run South 87028�45" West a distance of 190.87 feet to a point of defleAion; thence run South 85004125" West a distance of.208.28 feet to a point of deflection; thence run South 81057,130" West,.a distance of 67.86 feet to the point of intersection with a line that is parallel with and 15.00 feet Southwesterly of, as measured at right angles to, the centerline of Florida East Coast Railway Company's, Spur Track No. 181 serving Dodge Island Seaport and the . POINT OF BEGINNING of the herein described parcel; thence continue South 81057130" West a distance of 140.41 feet to the, point of curvature, of a circular curve to the right; thence run �.,S,6uthwesterly to Northwesterly along the arc of said circular curve ;to right, having a radius of 55.00 feet, through a central angle of 760211.01"0 for an arc distance of 73.29 feet; thence run North .21041,129" West, tangent to the last described curve, a distance of the 167.06 feet to the point of intersection with a line that is 15.00 -fast Southwesterly of,, as measured at right angles to, the centerline of,,said Railway's Spur Tract No. 181; said last eight (8) described courses being along the Northerly right-of-way boundary of PORT BOULEVARD, as described in O.R. Book 13849 at Page 1026 of the Public Records, of Dade County,, Florida; 'thence run South 70058,103" East, along the last described line, a distance of 235.49 feet to the POINT or BEGINNING. All of the.above containing 7.697 acres, more or less. Page 3 of 3 96-4 6`2 - I 23 0 EXHIBIT "J-1" PHASE I - NON -PORT PROPERTY - SCHEME "A" Legal Description A tract of land, some of which is submerged, in Section 37, Townships 53 and 54 South, Range 42 East, said tract of land lying, situate and i being in the City of Miami, Dade County, Florida, and being more j particularly described as follows: BEGIN at the point of intersection of the Easterly extension of the centerline of 3RD STREET (now known as N.E. 9TH STREET) as shown on A. L. KNOWLTON'S MAP OF MIAMI, according to the plat thereof recorded in Plat Book 'B' at Page 41 of the Public Records of Dade County, Florida, with the Easterly right-of-way boundary of BISCAYNE BOULEVARD, said Easterly right-of-way boundary of BISCAYNE BOULEVARD being parallel to and 53 feet Easterly of, as measured at right angles to, the Easterly right-of-way boundary of BISCAYNE DRIVE as shown on said A. L. KNOWLTON'S MAP OF MIAMI; thence run South 89057143" East, along said Easterly extension of the centerline of said N.E. 9TH STREET (formerly known as 3RD STREET), a distance of 304.56 feet to the point of intersection with a line that is 1050.00 feet West of and parallel to the BULKHEAD LINE as shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DARE COUNTY, FLORIDA BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida; thence run South 00,017f3311 West, along the line that is 1050.00 feet West of and parallel to the said BULKHEAD LINE, a distance of 345.39 feet; thence run North 89057143" West, along a line parallel- with said Easterly extention of the centerline of N.E. 9TH STREET, a distance of 303.25 feet to the point of intersection with the Easterly right-of-way boundary of BISCAYNE BOULEVARD, said Easterly right-of-way boundary of BISCAYNE BOULEVARD being parallel to and 53 feet Easterly of, as measures at right angles to, the Easterly right-of-way boundary of said BISCAYNE DRIVE, said point of intersection also to be known as POINT "A" for purposes of this description; thence run North 00004129" East, along the Easterly right-of-way boundary of BISCAYNE BOULEVARD, a distance of 345.39 feet to the POINT OF BEGINNING; ALSO COMMENCE at the aforesaid described POINT "A"; thence run South 00004129" West, along the Easterly right-of-way boundary of BISCAYNE BOULEVARD, for 31.45 feet; thence South 01057043" East, along said Easterly right-of-way boundary, a distance of 13.56 feet to the POINT OF BEGINNING of the herein described parcel; thence South 89057143" East parallel with said Easterly extension of the centerline of N.E. 9TH STREET a distance of 452.60 feet to the point of intersection with a line that is 900.00 feet Westerly of and parallel to the BULKHEAD LINE as shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida; thence run South 00017' 33" West, along the line that is 900.00 feet Westerly of and parallel to the said BULKHEAD Page 1 of 3 �462 301 9�j LINE, a distance of 588.07 feet; thence run South 85004'25" West a distance of 30.38 feet to a point of deflection; thence South 81057130" West for a distance of 1.95 feet to the point of intersection with a line that is parallel with and 15.00 feet Northeasterly of, as measured at right angles to, the centerline of Florida East Coast Railway's Spur Track No. 181 serving Dodge Island Seaport; said last two (2) described courses being along the Northerly boundary of PORT BOULEVARD as described in O.R. Book 13849 at Page 1026 of the Public Records of Dade County, Florida; thence run North 70058103" West, along the line that is parallel with and 15.00 feet Northeasterly of, as measured at right angles to, the centerline of said Railway's Spur Tract No. 181, a distance of 238.58 feet to the point of curvature of a circular curve to the left; thence run Northwesterly along the arc of said circular curve to the left, having a radius of 506.31 feet, through a central angle of 0202310411, for an arc distance of 21.07 feet to the point of intersection with the Northeasterly Right -of -Way boundary of said PORT BOULEVARD, said point of intersection bearing North 16038154" East from the center of said curve; thence run North 21041129" West, a distance of 188.88 feet to a point of deflection; thence run North 16020'23" West a distance of 139.23 feet to the point of intersection with the Easterly right-of-way boundary of BISCAYNE BOULEVARD, said Easterly right-of-way boundary of BISCAYNE BOULEVARD being parallel to and 53 feet Easterly of, as measured at right angles to, the Easterly Right -of -Way boundary of said BISCAYNE DRIVE, said last two (2) described courses being along the Northeasterly Right -of -Way boundary of said PORT BOULEVARD; thence run North 01057143" West, along said Easterly right-of-way boundary of BISCAYNE BOULEVARD, a distance of 178.40 feet to the POINT OF BEGINNING; together with all riparian rights appertaining thereto and together with all existing seawalls, bulkheads, docks, fill and upland improvements extending from the aforesaid property Easterly into Biscayne Bay; COX MEN CE at the point of intersection of the Easterly extension of the centerline of 3RD STREET (now known as N.E. 9TH STREET) as shown on A. L. KNOWLTON'S MAP OF MIAMI, according to the plat thereof recorded in Plat Book 'B' at Page 41 of the Public Records of Dade County, Florida, with the Easterly right-of-way boundary of-BISCAYNE BOULEVARD, said Easterly right-of-way boundary of BISCAYNE BOULEVARD being parallel to and 53 feet Easterly of, as measured at right angles to, the Easterly right-of-way boundary of BISCAYNE DRIVE as -shown on said A. L. KNOWLTON'S MAP OF MIAMI; thence run South 89057143" East, along said Easterly extension of the centerline of said N.E. 9TH STREET (formerly known as 3RD STREET), a distance of 1354.57 feet to the point of intersection with the BULKHEAD LINE as shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page i8 of the Public Records of Dade County, Florida; thence run South 00.17133" West, along said BULKHEAD LINE, a distance of 930.00 feet to the point of intersection with a line that is 143.50 feet Northerly of and parallel to with the Easterly extension of the Southerly right-of-way boundary of 6TH STREET (now known as N.E. 6th STREET) as shown on said A. L. KNOWLTON'S MAP OF Page 2 of 3 � c� a MIAMI; thence run 'North 89059,55" West, along the last described line, for distance of 211.87 feet to a point of deflection; thence run South 85*40153" West a distance of 321.37 feet to a point of deflection; thence run South 87 ° 28' 45" West a distance of 190.87 feet to a point of deflection; thence run South 85004'25" West a distance of 208.28 feet to a point of deflection; thence run South 81057130" West, a distance of 67.86 feet to the point of intersection with a line that is parallel with and 15.00 feet Southwesterly of, as measured at right angles to, the centerline of Florida East Coast Railway company's Spur Track No. 181 serving Dodge Island Seaport and the POINT OF BEGINNING of the herein described parcel; thence continue South 81057130" West a distance of 140.41 feet to the point of curvature of a circular curve to the right; thence run Southwesterly to Northwesterly along the arc of said circular curve to the right, having a radius of 55.00 feet, through a central angle of 76021101", for an arc distance of 73.29 feet; thence run North 21041129" West, tangent to the last described curve, a distance of the 67.06 feet to the point of intersection with a line that is 15.00 feet Southwesterly of, as measured at right angles to, the centerline of said Railway's Spur Tract No. 181; said last eight (8) described courses being along the Northerly right-of-way boundary of PORT BOULEVARD, as described in O.R. Book 13849 at Page 1026 of the Public Records of Dade County, Florida; thence run South 70058103" East, along the last described line, a distance of 235.49 feet to the POINT OF BEGINNING. All of the above containing 7.697 acres, more or less. Page 3 of 3 �'462 303 HABIT PHASE I - NON -PORT PROPERTY - SCHEME ngn r Legal Description A tract of land, some of which is submerged, in Section 37, Townships 53 and 54 South, Range 42 East, said tract of land lying, situate and being in the City of Miami, Dade County, Florida, and being more particularly described as follows; BEGIN at the point of intersection of the Easterly extension of the centerline of 3RD STREET (now known as N.E. 9TH STREET) as shown on A. L. KNOWLTONIS MAP OF MIAMI, according to the plat thereof recorded in Plat Book "B" at Page 41 of the Public Records of Dade County, Florida, with the Easterly right-of-way boundary of BISCAYNE BOULEVARD, said Easterly right-of-way boundary of BISCAYNE BOULEVARD being parallel to and 53 feet Easterly of, as measured at right angles to, the Easterly right-of-way boundary of BISCAYNE DRIVE as shown on said A. L. KNOWLTON"S MAP OF MIAMI; thence run South 89057143" East, along said Easterly extension of the centerline of said N.E. 9TH STREET (formerly known as 3RD STREET), a distance of 304.56 feet to the point of intersection with a line that is 1050.00 feet West of and parallel to the BULKHEAD LINE as shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida; thence run South 00017133" West, along the line that is 1050.00 feet West of and parallel to the said BULKHEAD LINE, a distance of 30.46 feet; thence run North 89057143" West, along a line parallel with said easterly extension of the centerline of N.E. 9TH STREET, a distance of 304.44 feet to the point of intersection with the Easterly right-of-way boundary of BISCAYNE BOULEVARD, said Easterly right-of-way boundary of BISCAYNE BOULEVARD being parallel to and 53 feet Easterly of, as measures at right angles to, the Easterly right-of-way boundary of said. BISCAYNE DRIVE, said point of intersection also to be known as POINT "A" for purposes of this description; thence run North 00004129" East, along the Easterly right-of-way boundary of BISCAYNE BOULEVARD, a distance of 30.46 feet to the POINT OF BEGINNING; ALSO COMMENCE at the aforesaid described POINT "A"; thence run South 00004/290 West, along the Easterly right-of-way boundary of BISCAYNE BOULEVARD, for 45.00 feet to the POINT OP BEGINNING of the herein described parcel; thence South 89057143" East parallel with said Easterly extension of the centerline of N.E. 9TH.STREET a distance of 409.27 feet to the point of intersection with a line that is 945.00 feet Westerly of and parallel to the BULKHEAD LINE as shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida, thence run South 00017133" West, along the line that is 945.00 feet Westerly of and parallel to the said BULKHEAD LINE, a distance of 901.50 feet to the point of intersection with a line that is parallel Page 1 of 3 304 with and 15.00 ' _`yet Northeasterly of, as me fired at right angles to, the centerline _i the Florida East Coast Railway Company's Spur Tract No. 181 serving Dodge Island Seaport; thence run North 70.58103" West, along the last described line, a distance of 285.05 feat to the point of curvature of a circular curve to the left; thence run Northwesterly along the arc of said circular curve to the left, having a radius of 506.31 feet, through a central angle of 02 °23 ° 04", for an arc distance of 21.07 feet to the point of intersection with the Northeasterly right-of-way boundary of PORT BOULEVARD, said point of intersection bearing North 16038154" East from the center of said curve; thence run North 21.41129" West a distance of 188.88 feet to a point of deflection; thence run North 16.20123" West a distance of 139.23 feet to the point of intersection with the Easterly right-of- way boundary of BISCAYNE BOULEVARD, said Easterly right-of-way boundary of BISCAYNE BOULEVARD being parallel to and 53 feet Easterly of, as measured at right angles to,, the Easterly right-of-way boundary of said BISCAYNE DRIVE, said last two described courses being along the Northerly right-of-way boundary of PORT BOULEVARD as described in O.R. Book 13849 at Page 1026 of the Public Records of .Dade County, Florida; thence run North 01057143" West, along said Easterly right-of-way boundary of BISCAYNE BOULEVARD, a distance of 191.96 feet to a point of deflection; thence run North 00004129" East, along said Easterly right-of-way boundary of BISCAYNE BOULEVARD, a distance of 301.38 feet to the POINT OF BEGINNING; �Mpl COXXZXCB at the point of intersection of the Easterly extension of the centerline of 3RD STREET (now known as N.E. 9TH STREET) as shown on A. L. KNOWLTON°S MAP OF MIAMI, according to the plat thereof recorded in Plat Book "B" at Page 41 of the Public Records of Dade County, Florida, with the Easterly right-of-way boundary of BISCAYNE BOULEVARD, said Easterly right-of-way boundary of BISCAYNE BOULEVARD being parallel to and 53 feet Easterly of, as measured at right angles to, the Easterly right-of-way boundary of BISCAYNE DRIVE as shown on said A. L. KNOWLTON°S MAP OF MIAMI; thence run South 89.57143" East, along said Easterly extension of the centerline of said N.E. 9TH STREET (formerly known as 3RD STREET), a distance of 1354.57 feet to the point of intersection with the BULKHEAD LINE as shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida; thence run South 00017133" West, along said BULKHEAD LINE, a distance of 930.00 to the point of intersection with a line that is 143.50 feet Northerly of and parallel to with the Easterly extension of the Southerly right-of-way boundary of 6th STREET (now known as N.E. 6th STREET) as shown on said A. L. KNOWLTON°S MAP OF MIAMI; thence -run North 89059155" West, along the last described line, for a distance of 211.87 feet to a point of deflection; thence run South 85040153" West a distance of 321.37 feet to a point of deflection; thence run South 87028145" West a distance of 190.87 feet to a point of deflection; thence run South 85004125" West a distance of 208.28 feet to a point of deflection; thence run South 81057,30" West, along the Northerly right-of-way boundary of said PORT BOULEVARD, a distance of 67.86 feet to the point of intersection with a line that Page 2 of 3 n 61= 462ra ZY 305 r°ra� is parallel with '. 15.00 feet Southwesterl, of, as measured at right angles to, the centerline, of Florida East Coast Railway Company°s Spur Track No. 181 serving Dodge Island Seaport and the POINT OF BEGINNING of the herein described parcel; thence continue South 81.57130" West along said Northerly right-of-way boundary of PORT BOULEVARD, a distance of 140.41 feet to the point of curvature of a circular curve to the right; thence run Southwesterly to Northwesterly along the arc of said circular curve to the right, having a radius of 55.00 feet, through a central angle of 76.21001", for an arc distance of 73.29 feet; thence run North 2104112911 West, tangent to the last described curve, a distance of the 67.06 feet to the point of intersection with a line that is 15.00 feet Southwesterly of, as measured at right angles to, the centerline of said Railwayls Spur Tract No. 181; said last eight ($),described courses being along the Northerly right-of-way boundary of PORT BOULEVARD, as described in O.R. Book 13849 at Page 1026 of the Public Records of Dade County, Florida, thence run South 70058/0311 East, along the last described line, a distance of 235.49 feet to the POINT Op BEGINNING. All of the above containing 7.846 acres, more or less. Page 3 of 3 � �� . 6 2 EXHIBIT "J-2" PHASE I - NON -PORT PROPERTY - SCHEME "B" Legal Description A tract of land, some of which is submerged, in Section 37, Townships 53 and 54 South, Range 42 East, said tract of land lying, situate and being in the City of Miami, Dade County, Florida, and being more particularly described as follows: BEGIN at the point of intersection of the Easterly extension of the centerline of 3RD STREET (now known as N.E. 9TH STREET) as shown on A. L. KNOWLTON'S MAP OF MIAMI, according to the plat thereof recorded in Plat Book "B" at Page 41 of the Public Records of Dade County, Florida, with the Easterly right-of-way boundary of BISCAYNE BOULEVARD, said Easterly right-of-way boundary.of BISCAYNE BOULEVARD being parallel to and 53 feet Easterly of, as measured at right angles to, the Easterly right-of-way boundary of BISCAYNE DRIVE as shown on said A. L. KNOWLTON'S MAP OF MIAMI; thence run South 89057'43" East, along said Easterly extension of the centerline of said N.E. 9TH STREET (formerly known as 3RD STREET), a distance of 304.56 feet to the point of intersection with a line that is 1050200 { feet West of and parallel to the BULKHEAD LINE as shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA BULKHEAD LINE - j PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida; thence run South 00 ° 17' 33" West, along the line that is 1050.00 feet West of and parallel to the said BULKHEAD LINE, a distance of 30.46 feet; thence run North 89057143" West, along a line parallel with said easterly extension of the centerline of N.E. 9TH STREET, a distance of 304.44 feet to the point of intersection with the Easterly right-of-way boundary of BISCAYNE BOULEVARD, said Easterly right-of-way boundary of BISCAYNE BOULEVARD being parallel to and 53 feet Easterly of, as measures at right angles to, the Easterly right-of-way boundary of said BISCAYNE DRIVE, said point of intersection also to be known as POINT "A" for purposes of this description; thence run North 00004129" East, along the Easterly right-of-way boundary of BISCAYNE BOULEVARD, a distance of 30.46 feet to the POINT OF BEGINNING; ALSO COMMENCE at the aforesaid described POINT "A"; thence run South 00004129" West, along the Easterly right-of-way boundary of BISCAYNE BOULEVARD, for 45.00 feet to the POINT 01 BEGINNING of the herein described parcel; thence South 89057,143" East parallel with said Easterly extension of the centerline of N.E. 9TH STREET a distance of 409.27 feet to the point of intersection with a line that is 945.00 feet Westerly of and parallel to the BULKHEAD LINE as shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA BULKHEAD LINE - PART THREE, according to the plat thereof recorded in. Plat Book 74 at Page 18 of the Public Records of Dade County, Florida, thence run South 00017,133" West, along the line that is 945.00 feet Westerly of and parallel to the said BULKHEAD LINE, a distance of 901.50 feet to the point of intersection with a line that is parallel Page 1 of 3 , 307 � U462 4*6 I M with and 15.00 feet' Northeasterly of, as measured at right angles to, the centerline of the Florida East coast Railway Company's Spur Tract No. 181 serving Dodge Island Seaport; thence run North 70058'0311 West, along the last described line, a distance of 285.05 feet to the point of curvature of a circular curve to the left; thence run Northwesterly along the are of said circular curve to the left, having a radius of 506.31 feet, through a central angle of 0202310411, for an are distance of 21.07 feet to the point of intersection with the Northeasterly right-of-way boundary of PORT BOULEVARD, said point of intersection bearing North 1603815411 East from the center of said curve; thence run North 21041129" West a distance of 188.88 feet to a point of deflection; thence run North 16020123" West a distance of 139.23 feet to the point of intersection with the Easterly right-of- way boundary of BISCAYNE BOULEVARD, said Easterly right-of-way boundary of BISCAYNE BOULEVARD being parallel to and 53 feet Easterly of, as measured at right angles to, the Easterly right-of-way boundary of said BISCAYNE DRIVE, said last two described courses being along the Northerly right-of-way boundary of PORT BOULEVARD as described in O.R. Book 13849 at Page 1026 of the Public Records of Dade County, Florida; thence run North 01057143" West, -along said Easterly right-of-way boundary of BISCAYNE BOULEVARD, a distance of 191.96 feet to a point of deflection; thence run North 00004,129" East, along said Easterly right-of-way boundary of BISCAYNE BOULEVARD, a distance of 301.38 feet to the'POINT OF BEGINNING; AND COMMENCE at the point of intersection of the Easterly extension of the centerline of 3RD STREET (now known as N.E. 9TH STREET) as shown on A. L. KNOWLTON'S MAP OF MIAMI, according to the plat thereof recorded in Plat Book "B" at Page 41 of the Public Records of Dade County, Florida, with the Easterly right-of-way boundary of BISCAYNE BOULEVARD, said Easterly right-of-way boundary of BISCAYNE BOULEVARD being parallel to and 53 feet Easterly of, as measured at right` angles to, the Easterly right-of-way boundary of BISCAYNE DRIVE as shown on said A. L. KNOWLTON'S MAP OF MIAMI; thence run South 89057143" East, along said Easterly extension of the centerline of said N.E. 9TH STREET (formerly known as 3RD STREET), a distance of 1354.57 feet to the point of intersection with the BULKHEAD LINE as shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade 'County, Florida; thence run South 00017133" West, along said BULKHEAD LINE, a distance of 930.00 to the point of intersection with a line that is 143.50 feet Northerly of and parallel to with the Easterly extension of the Southerly right-of-way boundary of 6th STREET (now known as N.E. 6th STREET) as shown on said A. L. KNOWLTON'S MAP OF MIAMI; thence run North 89059155" West, along the last described line, for a distance of 211.87 feet to a point of deflection; thence run South 85040153" West a distance of 321.37 feet to a point of deflection; thence run South 87028145" West a distance of 190.87 feet to a point of deflection; thence run South 85004125" West a distance of 208.28 feet to a point of deflection; thence run South 81657130" West, along the Northerly right-of-way boundary of said PORT BOULEVARD, a distance of 67.86 feet to the point of intersection with a line that Page 2 of 3 4 6 2 is parallel with and 15.00 feet Southwesterly of, as measured at right angles to, the centerline of Florida East Coast Railway Company's Spur Track No. 181 serving Dodge Island Seaport and the POINT OF BEGINNING of the herein described parcel; thence continue South 81057130" West along said Northerly right-of-way boundary of PORT BOULEVARD, a distance of 140.41 feet to the point of curvature of a circular curve to the right; thence run Southwesterly to Northwesterly along the arc of said circular curve to the right, having a radius of 55.00 feet, through a central angle of 76021101", for an arc distance of 73.29 feet; thence run North 21041'29" West, tangent to the last described curve, a distance of the 67.06 feet to the point of intersection with a line that is 15.00 feet Southwesterly of, as measured at right angles to, the centerline of said Railway's Spur Tract No. 181; said last eight (8) described courses being along the Northerly right-of-way boundary of PORT BOULEVARD, as described in O.R. Rook 13849 at Page 1026 of the Public Records of Dade County, Florida, thence run South 70,058103" East, along the last described line, a distance of 235.49 feet to the POINT OF BEGINNING. All of the above containing 7.846 acres, more or less. Page 3 of 3 9 6.- 4 6 2 M• EXHIBIT "K-i" 1 PHASE I - PORT PROPERTY - SCHEME "A" Legal Description A tract of land, some of which is submerged, in Section 37, Townships 53 and 54 South, Range 42 East, said tract of land lying, situate and being in the City of Miami, Dade County, Florida, and being more particularly described as follows: COMMENCE at the point of intersection of the Easterly extension of the centerline of 3RD STREET (now known as N.E. 9TH STREET) as shown on A. L. KNOWLTON•S MAP OF MIAMI, according to the plat thereof recorded in Plat Book•"B" at Page 41 of the Public Records of Dade County, Florida, with the Easterly right-of-way boundary of BISCAYNE BOULEVARD, said Easterly right-of-way boundary of BISCAYNE BOULEVARD being parallel to and 53 feet Easterly of, as measured at right angles to, the Easterly right-of-way boundary of BISCAYNE DRIVE as shown on said A. L. KNOWLTON�S MAP OF MIAMI; thence run South 89.57f43" East, along said Easterly extension of the centerline of said N.E. 9TH STREET (formerly known as 3RD STREET), a distance of 304.56 feet to the POINT OF BEGINNING of the herein described parcel; thence South 00017f33" West, along a line 1050.00 feet Westerly of, and parallel to, the BULKHEAD LINE as shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 19 of the Public Records of Dade County, Florida, a distance of 345.39 feet; thence North 89057043" West, parallel with said Easterly extension of the centerline of N.E. 9TH STREET, a distance of 303.25 feet to the point of intersection with said Easterly right -of -wary boundary of BISCAYNE BOULEVARD; thence South 00.04129" West, along said Westerly right-of-way line, a distance of 31.45 feet; thence run South 01057"43" East, along said Easterly right-of-way line of BISCAYNE BOULEVARD,a distance of 13.56 feet; thence South 89'57-*43" East, parallel with said Easterly extension of the centerline of N.E. 9TH STREET, a distance of 452.60 feet to the point of intersection with a line that is 900.00 feet Westerly of and parallel to the said BULKHEAD LINE; thence run South 00017,133" West, along the line that is 900.00 feet Westerly of and parallel to, the'said BULKHEAD LINE, a distance of 588.07 feet to the point of intersection with the Northerly right-of-way boundary of PORT BOULEVARD; thence run North 85004125" East a distance of 177.90 feet to a point of deflection; thence run North $7.28145" East a distance of 190.87 feet to a point of deflection; thence run North 85040153" East a distance of 321.37 feet; thence South 89059155" East a distance of 211.87 feet to the point of intersection with the said BULKHEAD LINE; said last four (4) described courses being along the Northerly right-of-way boundary of PORT BOULEVARD as described in O.R. Book 13849 at Page 1026 of the Public Records of Dade County, Florida; thence run North 00017"331, East, along said BULKHEAD LINE, a distance of 930.00 feet to the point of intersection with the Easterly extension of the center line of said N.E. 9TH STREET; thence run North 89057,43" West,along said Page 1 of 3 310 n 6 - 4.62 r EXHIBIT "K-1" PHASE I - PORT PROPERTY - SCHEME "A" Legal Description A tract of land, some of which is submerged, in Section 37, Townships 53 and 54 South, Range 42 East, said tract of land lying, situate and being in the City of Miami, Dade County, Florida, and being more particularly described as follows: COMKENCE at the point of intersection of the Easterly extension of the centerline of 3RD STREET (now known as N.E. 9TH STREET) as shown on A. L. KNOWLTON'S MAP OF MIAMI, according to the plat thereof recorded in Plat Book "B" at Page 41 of the Public Records of Dade County, Florida, with the Easterly right-of-way boundary of BISCAYNE BOULEVARD, said Easterly right-of-way boundary of BISCAYNE BOULEVARD being parallel to and 53 feet Easterly of, as measured at right angles to, the Easterly right-of-way boundary of BISCAYNE DRIVE as shown on said A. L. KNOWLTON'S MAP OF MIAMI; thence run South 89057143" East, along said Easterly extension of the centerline of said N.E. 9TH STREET (formerly known as 3RD STREET), a distance of 304.56 feet to the POINT OF BEGINNING of the herein described parcel; thence South 00017f33" West, along a line 1050.00 feet Westerly of, and parallel to, the BULKHEAD LINE as shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA � BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida, a distance of 345.39 feet; thence North 89057,143" West, parallel with said Easterly extension of the centerline of N.E. 9TH STREET, a distance of 303.25 feet to the point of intersection with said Easterly right-of-way boundary of BISCAYNE BOULEVARD; thence South 00004129" West, along said, Westerly right-of-way line, a distance of 31.45 feet; thence run South 01057143" East, along said Easterly right-of-way line of BISCAYNE BOULEVARD,a distance of 13.56 feet; thence South 89057143" East, parallel with said Easterly extension of the centerline of N.E. 9TH STREET, a distance of 452.60 feet to the point of intersection with a line that is 900.00 feet Westerly of and parallel to the said BULKHEAD LINE; thence run South 00017133"West, along the line that is 900.00 feet Westerly of and parallel to, the said BULKHEAD LINE, a distance of 588.07 feet to the point of intersection with the Northerly right-of-way boundary of PORT BOULEVARD; thence run North 85004125" East a distance of 177.90 feet to a point of deflection; thence run North 87028145" East a distance of 190.87 feet to a point of deflection; thence run North 85040153" East a distance of 321.37 feet; thence South 89059/550 East a distance of 211.87 feet to the point of intersection with the said BULKHEAD LINE; said last four (4) described courses being along the Northerly right-of-way boundary of PORT BOULEVARD as described in O.R. Book 13849 at Page 1026 of the Public Records of Dade County, Florida; thence run North 00017133" East, along said BULKHEAD LINE, a distance of 930.00 feet to the point of intersection with the Easterly extension of the center line of said N.E. 9TH STREET; thence run North 89057143" West,alonq said Page 1 of 3 4 6- 4 6 2 31= 314 Easterly extension, a distance of 1050.00 feet to .the POINT OF BEGINNING; ALSO Portions of submerged bay bottom lands in Section 6, Township 54 South, Range 42 East, Dade County, Florida, being more particularly described as follows: COMMENCE at the Northeast corner of Lot 2 in Block 61 of A.L. KNOWLTON'S MAP OF MIAMI, according to the plat thereof recorded in Plat Book 'B' at Page 41 of the Public Records of Dade County, .Florida; thence run S 89059'55" E, along the Easterly prolongation of the North line of said Lot 2, also being along the Easterly prolongation of the South right-of-way boundary of 6th Street as shown on said plat of A.L. KNOWLTON'S MAP OF MIAMI (now known as N.E. 6th Street in the City of Miami, Florida) for a distance of 1336.10 feet to a point of intersection with the BULKHEAD LINE, as said BULKHEAD LINE is shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA, BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida, said BULKHEAD LINE also being the U.S. Harbor Line, said point of intersection also being the POINT OF BEGINNING -of the herein described parcel; thence run S 00017133" W, along said U.S. Harbor Line, for a distance of 100.00 feet to the point of intersection with a line 100.00 feet Southerly of and parallel to the Easterly prolongation of the South right-of-way boundary of said N.E. 6th Street; thence run S 89059155" E. along the line that is 100.00 feet Southerly of and parallel to the Easterly prolongation of the Southerly right-of-way boundary of said N.E. 6th Street, for a distance of 150.00 feet to the point of intersection with a line that is 150.00 feet Easterly of and parallel with said U.S. Harbor Line; thence run N 00017133" E, along the line that is 150.00 feet Easterly of and parallel with said U.S. Harbor Line, for a distance of 290.00 feet; thence run N 89059155" W, along a line 190.00 feet Northerly of and parallel to the Easterly prolongation of the South right-of-way boundary of said N.E. 6th Street, for a distance of 150.00 feet to the point of intersection with the said U.S. Harbor Line; thence run S 00017133" W, along said U.S. Harbor Line, for a distance of 190.00 feet to the POINT OF BEGINNINGS; SUBJECT to those rights therein previously conveyed in that certain Warranty Deed recorded in Official Records Book 2454 at page 77 of the Public Records of Dade County, Florida; AND COMMENCE at the Northeast corner of Lot 2 in Block 61 of A.L. KNOWLTON'S MAP OF MIAMI, according to the plat thereof recorded in Plat Book 'B' at Page 41 of the Public Records of Dade County, Florida; thence run S 89 ° 59' 55" E, along the Easterly prolongation of the North line of said Lot 2, also being along the Easterly prolongation of the South right-of-way boundary of 6th Street as shown on said plat of A.L. KNOWLTON'S MAP OF MIAMI (now known as N.E. 6th Street in the City of Miami, Florida) for a distance of 1336.10 feet to a point of intersection with the BULKHEAD LINE, as said BULKHEAD LINE is shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE Page 2 of 3 WS �' COUNTY, FLORIDA, BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida, said Bulkhead Line also being the U.S. Harbor Line; thence run N 00017,13311 E, along said U.S. Harbor Line, for a distance of 190.00 feet to the point of intersection with a line that is 190.00 feet North of and parallel to the Easterly prolongation of the South right-of-way boundary of said N.E. 6th Street and the POINT OF BEGINNING of the herein described parcel; thence continue N 00017033" E, along said U.S. Harbor Line, for a distance of 883.50 feet to the point of intersection with the Easterly prolongation of the centerline of 3RD STREET (now known as N.E. 9TH STREET) as shown on said plat of A.L. KNOWLTONIS MAP OF MIAMI, and the Southeast corner of Tract "A" of "NEW WORLD CENTER BICENTENNIAL PARK", according to the plat thereof recorded in Plat Book 140 at Page 50 of the Public Records of Dade County, Florida; thence run S 89057143" E, along the Easterly prolongation of the centerline of said N.E. 9TH STREET, for a distance of 100.00 feet to the point of intersection with a line 100 feet Easterly of and parallel to the said U.S. Harbor Line; thence run S 00017133" W, along a line 100 feet Easterly of and parallel to the said U.S. Harbor Line, for a distance of 883.44 feet; thence run N 89 059 , 55" W, along a line 190.00 feet Northerly of and parallel to the Easterly prolongation of the South right-of-way line of N.E. 6th Street, for a distance of 100.00 feet to the POINT OF BEGINNING. All of the above containing 24.282 acres, more or less. Page 3 of 3 0 g 6- 46i 315 MMIBIT "K-2" PHASE I - PORT PROPERTY - SCHEME "B" Legal description A tract of land, some of which is submerged, in Section 37, Townships 53 and 54 South, Range 42 East, said tract of land lying, situate and being in the City of Miami, Dade County, Florida, and being more particularly described as follows: COMMENCE at the point of intersection of the Easterly extension of the centerline of 3Rd STREET (now known as N.E. 9TH STREET) as shown on A. L. KNOWLTON'S MAP OF MIAMI, according to the plat thereof recorded in Plat Book 'B' at Page 41 of the Public Records of Dade County, Florida, with the Easterly right-of-way boundary of BISCAYNE BOULEVARD, said Easterly right-of-way boundary of BISCAYNE BOULEVARD being parallel to and 53 feet Easterly of, as measured at right angles to, the Easterly right-of-way boundary of BISCAYNE DRIVE as shown on said A. L. KNOWLTON'S MAP OF MIAMI; thence run South 89057143" East, along said Easterly extension of the centerline of said N.E. 9TH STREET (formerly known as 3RD STREET), a distance 304.56 feet to the POINT OF BEGINNING of the herein described parcel; thence South 00017133" West, along a line 1050.00 feet Westerly of, and parallel to, the BULKHEAD LINE as shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 df the Public Records of Dade County, Florida, a distance of 30.46 feet; thence North 89.57'43" West, parallel with said Easterly extension of the centerline of N.E. 9TH STREET, a distance of 304.44 feet to the point of intersection with said Easterly Right -Of -Way boundary of BISCAYNE BOULEVARD; thence South 00004129" West along said Easterly right-of-way line of BISCAYNE BOULEVARD of a distance of 45.00 feet; thence South 89057143" East, parallel with said Easterly extension of the centerline of N.E. 9TH STREET, a distance of 409.27 feet to the point of intersection with a line that is 945.00 feet Westerly of and parallel to the said BULKHEAD LINE; thence run South 00017133" West, along the line that is 945.00 feet Westerly of and parallel to the said BULKHEAD LINE, a distance of 901.50 feet to the point of intersection with a line that is parallel with and 15.00 feet Northeasterly of, as measured at right angles to, the centerline of the Florida East Coast Railway Company's Spur Track No. 181 serving Dodge Island Seaport; thence run South 70058103" East, along the last described line, a distance of 13.53 feet to the point of intersection with the Northerly right-of-way boundary of PORT BOULEVARD; thence run North 81057'30" East a distance of 1.95 feet to a point of deflection; thence run North 85.04125" East a distance of 208.28 feet to a point of deflection; thence run North 87028145" East a distance of 190.87 feet to a point of deflection; thence run North 85040/5311 East a distance of 321.37 feet; thence South 89059155" East a distance of 211.87 feet to the point of intersection with the said BULKHEAD.LINE; said last five (5) described courses being along the Northerly right-of-way boundary of PORT BOULEVARD as described in O.R. Book 13849 at Page 1026 of the Public Records of Dade County, Florida; thence run North 00017'.33" East, along said BULKHEAD LINE, a distance 'of 930.00 feet to the point of intersection with said Page 1 of 3 316 nab-,462 Easterly extensic �f the centerline of said . 9TH STREET; thence run North 89.571430 West, along said Easterly extension, a distance of 1050.00 feet to the POINT OF B'E©IN=Ng; ALSO Portions of submerged bay bottom lands in Section 6, Township 54 South; Range 42 East, Dade County, Florida, being more particularly described as follows: COMMENCE at the Northeast corner of Lot 2 in Block 61 of A.L. KNOWLTON'S MAP OF MIAMI, according to the plat thereof recorded in Plat Book "B" at Page 41 of the Public Records of Dade County, Florida; thence run S 99.59155" E, along the Easterly prolongation of the North line of said Lot 2, also being along the Easterly prolongation of the South right-of-way boundary of 6th street as shown on said plat of A.L. KNOWLTONIS MAP OF MIAMI (now known as N.E. 6th Street in the City of Miami, Florida) for a distance of 1336.10 feet to a point of intersection with the Bulkhead Line, as said Bulkhead Line is shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA, BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade Counts, Florida, said Bulkhead Line also being the U.S. Harbor Line, said point of intersection also being the POINT OF BEGINNING of the herein descr$ood parcel; thence run S 00617133" W, along said U.S. Harbor Line for a distance of 100.00 feet to the point of intersection with a line 100.00 feet Southerly of and parallel to the Easterly prolongation of the South right-of-way boundary of said N.E. 6th Street; thence run S 89059155" E, along the line that is 100.00 feet Southerly of and parallel to the Easterly prolongation of the Southerly Aght-of-way boundary of said N.E. 6th Street, for a distance of 150.00 feet to the point of intersection with a line that is 150.00 feet Easterly of and parallel with said U.S. Harbor Line; thence run N 00*17'33" E, along the line that is 150.00 feet Easterly of and parallel with said U.S. Harbor Line, for a distance of 290.00 feet; thence run N 89959155" W, along a line 190.00 feet Northerly of and parallel to the Easterly prolongation of the South right-of-way boundary of said N.E. 6th Street, for a distance of 150.00 feet to the point of intersection with the said U.S. Harbor Line; thence run S 00017133" W, along said U.S. Harbor Line, for a distance of 190.00 feet to the POINT OF BEGINNING; SUBJECT to those rights therein previously conveyed in that certain Warranty Deed recorded in Official Records Book 2454 at Page 77 of the Public Records of Dade County, Florida; AND COMMENCE at the Northeast corner of Lot 2 in Block 61 of A.L. KNOWLTON'S MAP OF MIAMI, according to the plat thereof recorded in Plat Book "B" at Page 41 of the Public Records of Dade County, Florida; thence run S 89059155" E, along the Easterly prolongation of the North line of said Lot 2, also being along the Easterly prolongation of the South right-of-way boundary of 6th Street as shown on said plat of A.L. KNOWLTON' S MAP OF MIAMI (row known as N.E. 6th Street in the City of Miami, Florida) for a distance of 1336.10 feet to a point of intersection with the Bulkhead Line, as said Page 2 of 3 (("i� amp 4- 6 2 317 Bulkhead Line is ;sown on REVISED PLAT OF SHE,w'f 3 - METROPOLITAN DADE COUNTY, FLORIDA, BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Hook 74 at Page 18 of the Public Records of Dade County, Florida, said Bulkhead Line also being the U.S. Harbor Line; thence run N 00017,133" E, along said U.S. Harbor Line, for a distance of 19o. oo feet to the point of intersection with a lime that is 19o.00 feet North of and parallel to the Easterly prolongation of the South right-of-way boundary of said N.E. 6th Street and the POINT OF BEGINNING of the herein described parcel; thence continue N 00*17133" E. along said U.S. Harbor Line, for a distance of 883.50 feet to the point of intersection with the Easterly prolongation of the centerline of 3rd STREET (now known as N.E. 9TH STREET) as shown on said plat of A.L. KNOWLTONIS MAP OF MIANI, and the Southeast corner of Tract "A" of "NEW WORLD CENTER BICENTENNIAL PARR", according to the plat thereof recorded in Plat Book 140 at Page 50 of the Public Records of Dade County, Florida; thence run S 89057143" E, along the Easterly prolongation of the centerline of said N.E. 9TH STREET, for a distance of 100.00 feet to the point of intersection with a line 100 feet Easterly of and parallel to the said U.S. Harbor Line; thence run S 00017,133" W, along a line 100 feet Easterly of and parallel to the said U.S. Harbor Line, for a distance of 883.44 feet; thence run N 89 ° 59 1 55" W, along a line 190.00 feet Northerly of and parallel to the Easterly prolongation of the South right-of-way line of N.E. 6th Street, for a distance of 100.00 feet to the POINT OF BEGINNING. All of the above containing 24.133 acres, more or less. Page 3 of 3 nG-4 2 i4 i EXHIBIT "K-2" PHASE I - PORT PROPERTY - SCHEME "B" Legal Description A tract of land, some of which is submerged, in Section 37, Townships 53 and 54 South, Range 42 East, said tract of land lying, situate and being in the City of Miami, Dade County, Florida, and being more particularly described as follows: COMMENCE at the point of intersection of the Easterly extension of the centerline of 3Rd STREET (now known as N.E. 9TH STREET) as shown on A. L. KNOWLTON'S MAP OF MIAMI, according to the plat thereof recorded in Plat Book 'B' at Page 41 of the Public Records of Dade County, Florida, with the Easterly right-of-way boundary of BISCAYNE BOULEVARD, said Easterly right-of-way boundary of BISCAYNE BOULEVARD being parallel to and 53 feet Easterly of, as measured at right angles to, the Easterly right-of-way boundary of BISCAYNE DRIVE as shown on said A. L. KNOWLTON'S MAP OF MIAMI; thence run South 89057143" East, along said Easterly extension of the centerline of ' said N.E. 9TH STREET (formerly• known as 3RD STREET), a distance ` 304.56 feet to the POINT OF BEGINNING of the herein described parcel; thence South 00017133" West, along a line 1050.00 feet Westerly of, and parallel to, the BULKHEAD LINE as shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida, a distance of 30.46 feet; thence North 89057143" West, parallel with said Easterly extension of the centerline of N.E. 9TH STREET, a distance of 304.44 feet to the point of intersection with said Easterly Riqht-Of-Way boundary of BISCAYNE BOULEVARD; thence South 00004'29" West along said Easterly sight -of -way line of BISCAYNE BOULEVARD of a distance of 45.00 feet; thence South 89057143" East, parallel with said Easterly extension of the centerline of N.E. 9TH STREET, a distance of 409.27 feet to the point of intersection with a line that is 945.00 feet Westerly of and parallel to the said BULKHEAD LINE; thence run South 00617'33" West, along the line that is 945.06 feet Westerly of and parallel to the said BULKHEAD LINE, a distance of 901.50 feet to the point of intersection with a line that is parallel with and 15.00 feet Northeasterly of, as measured at right angles to, the centerline of the Florida East Coast Railway Company's Spur Track No. 181 serving Dodge Island Seaport; thence run South 70058'03" East, along the last described line, a distance of 13.53 feet to the point of intersection with the Northerly right-of-way boundary of PORT BOULEVARD; thence run North 81.57'30" East a distance of 1.95 feet to a point of deflection; thence run North 85004125" East a distance of 208.28 feet to a point of deflection; thence run North 87028145" East a distance j of 190.87 feet to a point of deflection; thence run North 850401530 East a distance of 321.37 feet; thence South 89.59'55" East a distance of 211.87 feet to the point of intersection with the said BULKHEAD LINE; said last five (5) described courses being along the Northerly right-of-way boundary of PORT BOULEVARD as described in O.R. Book 13849 at Page 1026 of the Public Records of Dade County, Florida; thence run North 00017133" East, along said BULKHEAD LINE, a distance of 930.00 feet to the point of intersection with said Page 1 of 3 0 2 319 Ma Easterly extension of the centerline of said N.E. 9TH STREET; thence run North 89057t43" West, along said Easterly extension, a distance of 1050.00 feet to the POINT OF BEOINNINO; ALSO Portions of submerged bay bottom lands in Section 6, Township 54 South, Range 42 East, Dade County, Florida, being more particularly described as follows: COMMENCE at the Northeast corner of Lot 2 in Block 61 of A.L. KNOWLTON'S MAP OF MIAMI, according to the plat thereof recorded in Plat Book "B" at Page 41 of the Public Records of Dade County, Florida; thence run S 89059155" E, along the Easterly prolongation of the North line of said Lot 2, also being along the Easterly prolongation of the South right-of-way boundary of 6th Street as shown on said plat of A.L. KNOWLTON' S MAP OF MIAMI (now known as N.E. 6th Street in the City of Miami, Florida) for a distance of 1336.10 feet to a point of intersection with the Bulkhead Line, as said Bulkhead Line is shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA, BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records -of Dade County, Florida, said Bulkhead Line also being the U.S. Harbor Line, said point of intersection also being the POINT OF BEGINNING of the herein described parcel; thence run S 00017133" W, along said U.S. Harbor Line for a distance of 100.00 feet to the point of intersection with a line 100.00 feet Southerly of and parallel to the Easterly prolongation of the South right-of-way boundary of said N.E. 6th Street; thence run S 89059155" E, along the line that is 100.00 feet Southerly of and parallel to the Easterly prolongation of the Southerly right-of-way boundary of said N.E. 6th Street, for a distance of 150.00 feet to the point of intersection with a line that is 150.00 feet Easterly of and parallel with said U.S. Harbor Line; thence run N 00017133" E, along the line that is 150.00 feet Easterly of and parallel with said U.S. Harbor Line, for a distance of 290.00 feet; thence run N 890591550 W, along a line 190.00 feet Northerly of and parallel to the Easterly prolongation of the South right-of-way boundary of said N.E. 6th Street, for a distance of 150.00 feet to the point of intersection with the said U.S. Harbor Line; thence run S 00017133" W, along said U.S. Harbor Line, for a distance of 190.00 feet to the POINT OF BEGIMNG; SUBJECT to those rights therein previously conveyed in that certain Warranty Deed recorded in Official Records Book 2454at Page 77 of the Public Records of Dade County; Florida; AND COMMENCE at the Northeast corner of Lot 2 in Block 61 of A.L. KNOWLTON'S MAP OF MIAMI, according to the plat thereof recorded in Plat Book "B" at Page 41 of the Public Records of Dade County, Florida; thence run S 89059155" E, along the Easterly prolongation of the North line of said Lot 2, also being along the Easterly prolongation of the South right-of-way boundary of 6th Street as shown on said plat of A.L. KNOWLTON'S MAP OF MIAMI (now known as N.E. 6th Street in the City of Miami, Florida) for a distance of 1336.10 feet to a point of intersection with the Bulkhead Line, as said 320 Page 2 of 3 6 2 ua Bulkhead Line is shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA, BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida, said Bulkhead Line also being the U.S. Harbor Line; thence run N 00*17,133" E, along said U.S. Harbor Line, for a distance of 190.00 feet to the point of intersection with a line that is 190.00 feet North of and parallel to the Easterly prolongation of the South right-of-way boundary of said N.E. 6th Street and the POINT OF BEGINNING of the herein described parcel; thence continue N 00017133" E, along said U.S. Harbor Line, for a distance of 883.50 feet to the point of intersection with the Easterly prolongation of the centerline of 3rd STREET (now known as N.E. 9TH STREET) as shown on said plat of A.L. KNOWLTONIS MAP OF MIAMI, and the Southeast corner of Tract "A" of "NEW WORLD CENTER BICENTENNIAL PARR", according to the plat thereof recorded in Plat Book 140 at Page 50 of the Public Records of Dade County, Florida; thence run S 89057,143" E, along the Easterly prolongation of the centerline of said N.E. 9TH STREET, for a distance of 100.00 feet to the point of intersection with a line 100 feet Easterly of and parallel to the said U.S. Harbor Line; thence run S 00017133" W, along a line 100 feet Easterly of and parallel to the said U.S. Harbor Line, for a distance of 883.44 feet; thence run N 89059155".W, along a line 190.00 feet Northerly of and parallel to the Easterly prolongation of the South right-of-way line of N.E. 6th Street, for a distance of 100.00 feet to the POINT OF BEGINNING. All of the above containing 24.133 acres, more or less. Page 3 of 3 ( , L (� - 321 Easterly extensio � a distance of 1050.00 i"F­�)t to the POINT OF BEGINNING; ALSO Portions of submerged bay bottom lands in Section 6, Township 54 South, Range 42 East, Dade County, Florida, being more particularly described as follows: COMMENCB at the Northeast corner of Lot 2 in Block 61 of A.L. KNOWLTON'S MAP OF MIAMI, according to the plat thereof recorded in Plat Book 'B' at Page 41 of the Public Records of Dade County, Florida; thence run S 89.59,55" E, along the Easterly prolongation of the North line of said Lot 2, also being along the Easterly prolongation of. the South right-of-way boundary of 6th Street as shown on said plat of A.L. KNOWLTON'S MAP OF MIAMI (now known as N.E. 6th Street in the City of Miami, Florida) for a distance of 1336.10 feet to a point of intersection with the BULKHEAD LINE, as said BULKHEAD LINE is shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE COUNTY, FLORIDA, BULKHEAD LINE - PART THREE, according to the plat thereof recorded in Plat Book 74 at Page 18 of the Public Records of Dade County, Florida, said BULKHEAD LINE also being the U.S. Harbor Line, said point of intersection also being the POINT OF BEGINNING of the herein described parcel; thence run S 00.17,33" W, along said U.S. Harbor Line, for a distance of 100.00 feet to the point of intersection with a line 100.00 feet Southerly of and parallel to the Easterly prolongation of the South right-of-way boundary of said N.E,. 6th Street; thence run S 89059155" E, along the line that is 100.00 feet Southerly of and parallel to the Easterly prolongation of the Southerly right-of-way boundary of said N.E. 6th Street, for a distance of 150.00 feet to the point of intersection with a line that is 150.00 feet Easterly of and parallel with said U.S. Harbor Line; thence run N 00'017'33" E, along the line that is 150.00 feet Easterly of and parallel with said U.S. Harbor Line, for a distance of 290.00 feet; thence run N 89059155" W, along a line 190.00 feet Northerly of and parallel to the Easterly prolongation of the South right-of-way boundary of said N.E. 6th Street, for a distance of 150.00 feet to the point of intersection with the said U.S. Harbor Line; thence run S 00017133" W, along said U.S. Harbor Line, .for a distance of 190.00 feet to the POINT OF BEGINNING; SUBJECT to those rights therein previously conveyed in that certain Warranty Deed recorded in Official Records Book 2454 at Page 77 of the Public Records of Dade County, Florida; 0 COMMENCE at the Northeast corner of Lot 2 in Block 61 of A.L. KNOWLTON'S MAP OF MIAMI, according to the plat thereof recorded in Plat Book 'B' at Page 41 of the Public Records of Dade County, Florida; thence run S 89059155" E, along the Easterly prolongation of the North line of said Lot 2, also being along the Easterly prolongation of the South right-of�way boundary of 6th Street as shown on said plat of A.L. KNOWLTON'S MAP OF MIAMI (now known as N.E. 6th Street in the City of Miami, Florida) for a distance of 1336.10 feet to a point of intersection with the BULKHEAD LINE, as said BULKHEAD LINE is shown on REVISED PLAT OF SHEET 3 - METROPOLITAN DADE Page 2 of 3 COUNTY, FLORIDA, 'EAD LINE - PART THREE,`r'cordinq to the plat thereof recorded i.. Plat Book 74 at Page 18 of the Public Records of Dade County,, Florida, said Bulkhead Line also being the U.S. Harbor Line; thencq run N 00*17133" E, along said U.S. Harbor Line, for a distance of 190.00 feet to the point of intersection with a line that is 190.0o feet North of and parallel to the Easterly prolongation of the South right-of-way boundary of said N.E. 6th Street and the POINT of BEGINNING of the herein described parcel; thence continue N 00017133" E, along said U.S. Harbor Line, for a distance of $83.50 feet to the point of intersection with the Easterly prolongation of the centerline of 3RD STREET (now known as N.E. 9TH STREET) as shown on said plat of A.L. KNOWLTON,S MAP OF MIAMI, and the Southeast corner of Tract "A" of "NEW WORLD CENTER BICENTENNIAL PARK", according to the plat thereof recorded in Plat Book 140 at Page 50 of the Public Records of Dade County, Florida; thence run S 89.57143" E, along the Easterly prolongation of the centerline of said N.E. 9TH STREET, for a distance of 100.00 feet to the point of intersection with a line lo0 feet Easterly of and parallel to the said U.S. Harbor Line; thence run S 001117133" W, along a line 100 feet Easterly of and parallel to the said U.S. Harbor Line, for a distance of 883.44 feet; thence run N 89.59155" W, along a line 190.00 feet Northerly of and parallel to the Easterly prolongation of the South right-of-way line of N.E. 6th Street, for a distance of 100.00 feet to the POINT OF BEGINNING. All of the above containing 24.282 acres, more or less. Page 3 of 3 �, � 4 2 �aaM�aii:`1ln'a CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM �. TO FROM : Honorable Vice -Mayor and Members DATE : June 20, 1996 FILE of the City Commission Cev City SUBJECT : Interlocal and Lease Agreement with -� Metropolitan Dade County - REFERENCES: Maritime park Project ENCLOSURES: RECOMMENDATION It is respectfully recommended that the City Commission approve the attached resolution, superseding Resolution 95-832 and authorizing the City Manager to execute the attached Interlocal and Lease Agreement with Metropolitan Dade County for the purpose of developing a Maritime Park Project, upon fulfillment of the following condition: 1) The City's conveyance of clear title to the proposed leased property by including an executed amendment to the Tri-party Agreement entered into by and between the City, the County and Bayside Center Limited Partnership (the "Parties") dated July 19, 1988, to facilitate the City's conveyance of the FEC Property leasehold to the County free and clear of any leasehold interest by Bayside and to provide the necessary easements in connection with the project. BACKGROUND In June of 1993, the City began negotiations with Metropolitan Dade County to establish a conceptual pre -development agreement for purposes of developing the FEC and Bicentennial Park properties to expand the existing Port of Miami into the Maritime Park Project. On April 14, 1994, the City Commission adopted Resolution 94-261 authorizing the City Manager to execute a pre -development agreement to facilitate the negotiation of the attached Agreement. Using the pre -development agreement as a basis for negotiations, on December 7, 1995, the City Commission adopted Resolution 95-832 (attached), authorizing the City Manager to execute an Interlocal and Lease Agreement with Metropolitan Dade County. Since December 7, 1995, due to the potential development of a professional sports `7 franchise facility on the FEC portion of the Maritime Park Project, the Interlocal and Lease Agreement have been revised to include Exhibit A and Exhibit B. Exhibit A is the previously approved Interlocal and Lease Agreement which does not provide for the development of a professional sports franchise facility and will be the governing i 06" MW { document if the arena is not constructed. Exhibit B is an Interlocal and Lease Agreement which provides for the development of a professional sports franchise { facility, and will be the governing document if the arena is constructed. Revisions to Exhibit A (no arena): « The County is obligated to construct an elevated pedestrian bridge spanning Port Boulevard to the park level of the FEC Property. Such bridge shall consist of only a simple elevated pedestrian bridge without air-conditioning or retail space, the cost of which shall not exceed $500,000. Therefore, the County's total required investment in Non -Port Facilities for Phase I has been reduced to $44,600,000. Revisions to Exhibit B (with arenal: Exhibit B provides for the development and construction of the Arena, and therefore` assumes that the Phase I option (i.e. the relocation and expansion of the FEC deep water 2 ��s- 4s;� slip) will be exercised immediately. As a result, all definitions and references to the following items in Exhibit A have been deleted from Exhibit B; 1. Phase I Non -Port Property 2. Phase I Option 3. Phase I Port Property 4. Phase I Non -Port Facilities 5. Bicentennial Park Property 6. Bicentennial Parking Property 7. City option to develop Bicentennial Park 8. City's reversionary air rights • Phase I Non -Port Facilities provide for the inclusion of a Professional Sports Franchise Facility. • The Master Site Plan referred to in the Development Agreement, rather than the concept plans, will determine the location and uses for Phase I and will be presented for review to the Maritime Park Board. • The definition of Revenue and Operating Expenses has been revised to exclude all arena related income and expenses from the Maritime Park Project. Debt Service Requirements will also exclude any Arena or Arena Parking Debt requirements. • The County's required investment in the Phase I Non -Port Facilities will be deemed satisfied due to the construction of the Arena and no further investment obligation exists. • The County obligation for Phase I Alternate Non -Port Facilities has been deleted. • Construction of parking facilities and space allocations have been modified to conform to the Arena Development Agreement. • The maximum Annual Base Rent has been reduced from $4 million to $3 million, subject to CPI increases. Annual Base Rent payments have been modified to $1.5 million for the FEC parcel and $1.5 million for the Bicentennial parcel for a combined total of $3 million, with a revised payment schedule commencing upon the Commencement Date. ( The first day of the month following the agreement date) • Language concerning the Maritime Park Board will be adjusted to reflect the modified Maritime Park Board Ordinance. • The County shall maintain the Bicentennial Property for the entire agreement term. C 96- 462 3 In summary, the Interlocal and Lease Agreement has been revised to accommodate both scenarios, with or without an arena as a component of the development. It is therefore recommended that the City Commission approve the accompanying resolution authorizing the City Manager to execute the attached Interlocal and Lease Agreement with Metropolitan bade County. 1 ` 4 96 - 462 0 �'TY k!7!R'T'i"S '^4FIr'E 4' �?P.fi, �T J-95-101.4 11/34/9S RESOLUTION No. 9 5— 832 A RESOLUTION, WITH ATTACHMMiTS, APPROVING AN INTHRLOCAL AND LUSE AGREffi49NT, IN SUBSTANTIALLY THE ATTACHED FORM, WITH METROPOLITAN'DADE COUNTY FOR THE DSMopMENT OF THE MARITIME PARR PROJECT; AUTHORIZING THE CITY MANAGBR TO MCU'r THE SAME UPON FULPILLMENT OF CERTAIN CONDITIONS. l -14 P, 2/4 WHEREAS, on April 14, 1994 the City of Miami ("City"), i pursuant to Resolution No. 94-261, authorized the City Manager to enter i:ato a Pre -Development ,Agreement with Metropolitan Dade I i County ("County") which provided for the development of the city owned waterfront properties known as the FEC Property and the sicentennial Park Property.("Project"); and WHEREAS, the City and the County ("parties') pursuant to the conditions set forth in the Pre -Development Agreement have negotiated an agreement entitled Interlocal and Lease Agreement for Maritime Park Project ("Agreement") which provides for the development of the Project; and ,WMRFAS, on November 21, 1995 the County •approved the Agreement and authorized the County Manager to execute the same upon fulfillment of certain conditions, - NOW, THEREFORE, BE IT RESOLVED BY THE COM KISSION OF THE CITY OF NIAMI, FLORIDA: ATTACHMENTS) �:'CON TAINE0 CMT COKICSSION G OF DEC 0 7 W5 t" Hd 95- 832 96- 462 5 8P11i'S ^u FICc 'viiaC`�,:iI 1104 P. M section 1. The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. The City Commission hereby approves the attached Agreement with the County, and authorizes the City i 1 Manager to execute the same, in substantially the force attached I hereto, of tier final review by the City Attorney and, after fulfillment of the following conditions: 1. The City obtaining' clear title to the proposed leaved property, including a release from Bayside- Center Limited Partnership (Sayside), of Haysidela existing leasehold interest in a portion of the proposed leased property which release small be obtained by the execution of an amendment to the agreement dated July 19, 1988, by and between the City, the County and Bayside. 2. 398tablisbMent of the Maritime Park Board and i appointment of two city cession members thereto { pursuant to the appropriate legal requirements. I Section 3. This Resolution shall be become effective t iediately upon its adoption. PASSIM AM ADOP'M this 7t.—. h ..� of December , 1995. ATMSTO STEP P. CLARN, MAYOR TMt BMA CITY, CLMW .2. 95- 892 n 96- 462 aTTCKNEYS + FF? N. :,4Mi, rl. .3_ '4 P. sl4 96- 462 z