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Home My WebLink AboutR-84-0854J-84-764 7/31/84 RESOLUTION NO. 84-854 A RESOLUTION AUTHORT71NG THE CITY MANAGER TO EXECUTE A PARKING GARAGE, AGREEMENT, IN SUBSTANTTAT.T,Y `+'I(i, i'(l"M AT T Z( HF,-T), SAID AGREEMENT I --op THE RA77STI)FI, CENTER BETWEEN' TIi1 t_T'VV OF 2'TAHI I FPARTMENT OF OFF—STREET k>ARKITNG, T Idt; ("T'VY OF MI.AMI AND BAYSIDE'l LIMITED }`I�It tll Rt�11IT�. WHEREAS, the Ci_t-, Commissi.onf oil "9aIy, 24, 1984, authorized the City Manager to er.ec.ute t Loare 1beLween the City of Miami and Bayside I_,1mlt.nrl Pavtne_rfri)ip for ,-Iio I3a.` side ;s})ccialty Center upon Comm; :,s ion approcal of all to the agreement; NOW, THERE -FORE, 131s' IT RESOLVED 13Y Ttil CITY COMMISSION OF THE CITY OF MIAMI Section 1.. The City Manager is hereby authorized to execute a Parking Garage Agreement, in substantially the form attached, said Agreement being on exhibit to the Lease Agreement for the Bayside Specialty Center between the City of Miami Off -Street Parking, the City of Miami and Bayside Limited Partnership. PASSED AND ADOPTED this 31st day of July , 1984. EST: RAL1111 G. ONGIE ity Clerk PREPARED Llv,''D APPROVED BY: _ G i J Assi taitt. City tA.t.orney r Maurice A. Ferre MAURICE A. FERRE, Mayor APPROVED AS TO FORM AND CORRECTNESS: fp ;TqSr G �4cCTA- PEDROSA ity Attorney RNS/wpc/ab/153 CITY COMMISSION F Draft - 6/18/84 Revised -- 6/19/ 84 Revised - 7/11/84 Revised - 7/16/84 Revised - 7/24/84 PARKING GARAGE AGREEMENT between BAYSIDE LIMITED PARTNERSHIP and THE CITY OF MIAMI DEPARTMENT OF OFF-STREET PARKING Dated 3ily ,, 1984 BAYSIDE SPECIALTY CENTER —gin LW 18g:E OF CONTENTS ARTICLE I. OWNERSHIP OF PARKING GARAGE AND USE OF GARAGE PARCEL 1.01 DOSP Ownc-r!zhi.D Of ParkinQ Garage 2 1.02 DOSS Ri-pht. tp lj�- f.araoc Parcel 2 1.03 Earzcmr7nt foT 1.no-cc-7,7, ind E q re ss 3 1.04 Eisr--.-nrrnt flor and Repairs 3 1.05 RiohlP-Tid ui!w not be Revoked 4 ARTICLE IT., PAR 1 (J) 14 G G 11% AG f S T G? 4 2.01 Parking 'J-i I.),- Pe;sioned by Developer 4 r,,u. 2.02 Pr3Jmd-(;-y f'),;?n Siibmission Dates 6 2.03 Cons'Li-oCtinn Plmi,-' 7 '� 7, C 2.04 Dcvclop," 9 2.05 Desion Dc-fccts 10 ARTICLE 111. CONSTFUCTION Of= PARIK'ING GARAGE 3.01, 12 3.02 r" Farld,ng Garage 13 3.03 16 3.04 k"-,1--Ji'L.ru.1---tion Procedures is 3.05 Jn-ju' 'ini i I on 20 3.06 A v; 20 3.07 In 20 3.08 21 3.09 Fi' and Inspections 21 3.10 Duling Constr.uction 22 3.11 23 3.12 Cr:.c -,irkinq Garage to Utilities ' 24 3.13 25 3.114 Cr-'r-H["'�.]J.F,rrc v,,ith t-;--,w 25 ARTICLE IV. 4.01 Parking Revu-tuO Bonds 25 4.02 Guar .grit:ee of" Co-ii,pletion by The Rouse Company 27 4.03 Limited G ar ntee of Developer Obligations by T4Rcu-,-e Company 28 4.04 Actual Construction Costs Less Than Projected A-ntg.rle'oate Costs of Parking Garage 28 4.05 1983 Ordinance Controlling 28 4.06 Conditions Precedent 28 a A TABLE OF CONTENTS ARTICLE V: MANAGEMENT AND OPERATION OF PARKING GARAGE 5.01 DOSP to Manage, Operate and Maintain 5.02 Parking Rates 5.03 Empl.oyccs 5.04 Injurics 5.05 DL]ti-(and Ohli-gaLions of DOSP 5.06 Commodit-Jes and EqUipment 5.07 Gros Rcvcnurcs anc Re -ports 5.08 RrJ-v,�Iyursa.blc Expcnscs 5.09 Management Fees and Reimbursement to DOSP 5.10 Distribution of rositive Cash Flow 5.11 Insurance 5.12 Non -Discrimination 5.13 Miami G;.-and Prix ARTICLE V1. REJ-11EDIES 6.01 Evcntl-s of Dcfault - Developer 6.02 Rco mcdicR. for Developer's Default 6.03 Evcnt--c� o!' Dc f pult L DOSP 6.04 Delay an�-' nt d Remedies Cumulative 6.05 Oblip;-tlnn�i Rif'� ARTICLE \111. A CHAN ICS I LIENS PNID 01H"R INDEMNIFICATION 7.01 Mechanics' Liens and Payments of Obligations 7.02 lndemnity ARTICLE V111. 116URANCE PROCEEDS 8.01 Proof of Loss 8.02 Payment of Insurance Proceeds ARTICLE IX: CONDEMNATION 9.01 Entire Parking Garage Taken by Condemnation 9.02 Partial Taking of Parking Garage by Condemnation 9.03 Taking for Temporary Use 9.04 Arbitration 29 29 30 31 31 32 33 36 37 39 41 43 44 44 45 47 49 50 50 51 52 52 53 53 54 54 84-854 TABLE OF CONTENTS ARTICLE X. RIGHTS OF OCCUPANCY AND ACCESS; MAINTENANCE, OWNERSHIP OF IMPROVEMENTS 10.01 Waste 56 10.02 Mint-rrmnco ajifj npnration of Parking Garage 56 ARTICI-E X1., . NEW' r 0 t;TSGRA-A WTSTM45 11.01 No Part.n-rship or Joint Venture 57 11.02 Rccordinq, DocumenUaT-y St.pqps 57 11.03 FlnTida and 1-oca), 1-m-,s PTCVail 58 11.04 of Tn;,.c7rsE,; City and DOSP r-,cril-ativcs Not T.ndividually Liable 58 11.05 Noticc 59 11.06 Pzuking. Parcel 60 11.07 Titles of Articl,cs and Sections 60 11.08 C-0 . untel-parts 60 11.09 Smccssors and Assi.cins 60 11.1.0 Option to Pul-ch,sc 60 11.11 Usle of Paa,king Gn.Tace Prior to Final Acceptance 61 11.12 Amendments and Modifications 61 11.13 Warranties 61 863F/478A (111) 84-854 PARKING GARAGE AGREEMENT THIS AGREEMENT, made this day of July, 1984 between SAYSIDE LIMITED PARTNERSHIP, a Maryland U.mited Partnership (hereinafter referred to as "Develnpe:r") end I . 11FE UTY OF MIAMI DEPARTMENT OF OFF-STREET PARKING, (hereinafter referred to as "DOS("). W I T N E S S E T H: WHEREAS, Developer and ti-r. City of tffami (hereinafter referred to as the -"Clty") havc on ev,--n datr -0 a long germ Irpso agreement to �-.Jhtch Dcvoloper (hereinafter rrf1r7.-Tcd In �D5 th�� has leased from the CAI'\ portion of ccrtain --c-1 P1'0-^P.nr-Y lOr'Pled hctwcen Port Bot-ilova.-i-1-d, Pki,� aync Ro!O-e-va)-cl, Chopin Plaza and Biscavnc Bay 'kn thc City of Miami, Dmdc F.10,ri(ja, portion is owned by the City and is more particularly &scrib-nd on Exhibit A annexed Iyareto and made a part hereof (hereinafter referred to as the "Leased Premises"); WHEREAS, pursuant to the terms and conditions of the Ground Lease, the City and Developer have agreed that a permanent multi -level parking garage containing not less than one ttnusand two hundred (1200) parking spaces (here- inafter referred to as the "Parking Garage") will be constructed, maintained and operated on thkat portion of the Leased Premi,sec- more particularly described on Exhibit A-1 annexed hereto and made a part hcro-of (h2rcin-iftcr referred to as the "Garage Parcel.") and that a surfaced parking area containing approxi- mately 200 parking spaces (121'ein2ftcr referred to as tlt� "Additional. Parking Area") {{ay b,? CO-FISt.11)CLed, maintEin,,rd and operated on tli,at portion of the Leased i,,iore particularly described on Exhi,bit A-2 annexed h_-reto and made a part hereof (hereinafter referred to as the "Additional Parking Parcel") ; 11 11 PARKING GARAGE AGREEMENT THIS AGREEMENT, made this day of ally, 1984 between BAYSIDE LIMITED PARTNERSHIP, a. Maryland I_i.m_t-,ed Partnership (hereinafter referred to as "Developer") and TIC`. CITY OF* HJAHT DEPARTMENT OF OFF-STREET PARKING, (hereinafter referred to a,--, "DOSP") , W I T N E S S E T H: WHEREAS, Developer and thn City of Miami. (hereinafter referred to as the "City") have on rvcfl d 3.t:c rnt:erccl into a long tcxm l.easr, agreement (hereinafter refrrred i'.o %3`_= tl? 1(ii:Clll„i� { ('� ) prla rl flt;: to ` 1ii-f-11 cvcloper has leaf.,d frorr) thc a port'.i_on of ce.rL in real p},c:t� -rty <ior-;-trd between Port Doulc}vard, Biscay; � Bnulcvard, C l)oipin PJ.,= a and B .-;r-c sync 13ay in the City of Mi.ami., C?< ci : Cd�unt.y, F lori.cia, which portion _t.s awned by the City and is more particularly dcscrit?::=C on Exl-dbit A annexed hereto and made a part hereof (hereinafter referred to as the~ "Leased Premises"); WHEREAS, pursuant to the terms and conditions of the Ground Lease, the City and Developer have agreed that a permanent multi -level parking garage containing not: less than one thousand two hundred (1200) parking spaces (here- inafter rcfei*i---cd to the "Parki.nrj Garage") will be constructed, maintained and operatc-d of) th PCTUI_on of th7, teased Fr`,-nis=es more particularly described on Exhibit A--1 annexc�� hl rcto and made n part hereof (hereinafter referred to as the, "Garage Parcel") and tl-at a surfaced parking areal containing approxi- mately 200 parking spaces (hereinafter referred to as tt'i-2 1,Additio n l Parking Area") may b:? constructed, rnaintai..ned and operated can that portion of the Leased Premises more particularly described on Exhibit A-2 anriexed hu.:-eto and made a part hereof (hereinafter referred to as tt-,c `Additional Pax,king Parcel"); WHEREAS, the City has authorized DOSP to negotiate and enter into an agreement with Developer with respect to the designs t onstTtrctinn, casts, financing, operation t , d m _ - nt rn -n._o cif t hn PP . (. J.n � �`� ? r.. � r` n r r —xi ,_a 1r..a `, rt -, �. ,-(� t}rJ �, ' i'tlr �Ciii1 i If��7%i'; arcel anCi (lf �.atl�' ,c=1_�, _!'i_.1 brit_ .i �f..a 1�_ r i_(�L1 1. i.(7 <l_ 1 t. Rio partxculasr"-Ci.fy ?(' d(=fi nc t hr,ir. Tr7' c i i.t: _ ricihi-<; x 1r thj ,UlJrf" z?(id obll. gati_on s wit:h rr,-T-r-t: t r-, tho dr- i.an, corisi ri_ict tone cost;n and fir -,,-In i-lnq Calf the Parkina Garapr� r>nd Mr- Additional t aTki.ng urea and tt-r- maintenance and operation of thi? Parking Garage and the Additional Parking Area upon �.orlipI6ion thcrcn- - tvo+ F Thcrefare, in consideration of Ten and No/100ths Dollars ($10.00) and other good and valuable consideration, the parties hereto covenant and agree as follows: ARTICLE I OWNERSHIP OF PARKING GARAGE AND USE OF GARAGE PARCEL 1.01 DOSP Ownership of Parking Gara g.. Developer acknowledges and agrees that notwithstanding the fact ttrat Developer will construct the Parking Garage on th,-- Garage Farrel Nh.ich constitutes a portion of the Leased Premises) pursuant to the terms and conditions of tt is A,,i ~c.e mcnt and the Construction Contract (h'areinafter defin.d), 1:)0S!' Sh.2.1, ubjcct to the provisions. of t.ha- Developer Option (hercinaft:er clef i n d) , try vested with absolute fete titltw to tah�-, Parking Garage and all of the fixtures, furnishings, equipment and oth�-,r ite(ns of personal property therein contained. 1.02 D iSf t7ight to Use Garac e Parcel. wub,jcct to the terms and conditions 1-E- reof, and of th'V Ground Lease, Developer grants unto ttr- City, DOSP, their respective officers, employees and agents the exclusive right and - 2 - 4-5 easement to construct, maintain, operate, repair and replace the Parking Garage upon the Garage Parcel and the Additional Parking Area at the Additional Parking Parcel.. 1.03 C-ascment: for. TngreSs and9'ss. Subject to the terms and conditi nn!1 of Uhr, Grand Pr"..X Aai-emii --°nt: as de^f J_n rt ?_n Scctinn _ 3.3 I-r reof, Develop!'.': t3'=ant:`; to th-- {_;lty, rmr-)'r, ijvc oiilrerse emp1.Clyres and agents and to thn t]! n i.^�. f7tlll.l(:, t �Z" r��rl-^`,�C,i11=1,1rr ilCa�l; rn 1 f ^;'.^,?^nt to utrli.zc for f�l� pr _c o; inol c";r, anri cgrms, t:n t:fry f'a =} .rl{a aTaac t,P .c rccss roads le;�dinq to ii^ Iocr31 cd nn tf - 1 a.cni sc s ' s morn P'-Irl-Jclll.aa:l-y on i.ii.^ Si-tr cal..^in fcl : t:h-, [l s e S � r ,n s e _n tl�' �,� id.. .spcci_al.t� [,. nt;cr (a._ d��fi_l�lcci i Ground i r rci:o as LVl�hi_.a tB 3n� r° _� r> n. Pazt �..�Such access roa&; rlaly not. t.)^ relnC,"k.e i without; t:iTc lr:r,it~t.:cn co,-iscnt of DOS-r, ivhi_ch shall not be lily ari_thhcld. The City and [ OSP may not: excrc-i sc ;such easement r.ight<: in a, manner ti-Ot a:'ill nMtcrially disrupt or materially interfere NJi.t:h Developer's use and enjoyment of the Garage Parcel and/or the Leased Premises. 1.04 Easement for Maintenance and Repairs. Developer grants to the City, DOSP, their respective officers, employees and agents the non-exclusive right and easement to enter upon the Garage Parcel and the Additional Parking Parcel and those portions of the Leased Premises adjacent to the Garage Parcel and/or the Additional Parking Parcel reasonably required for the sole purpose of performing maintenance and repairs to the Parking Garage and/or the Additional Parking Area provided DOSP sh311 give Developer at least ten (10) days prior written notice of its intent to exercise sucil easerrlent rights, except in th!3 cases of an emergency, in which event, DOSE' Shall give Such written notice as soon as reasonably practicable. DOSP and the City may not - 3 - 84--854 13 3 exercise such easement rights in a manner that will materially disrupt or materially interfere with Developer's use and enjoyment of the Garage Parcel and/or the ndditionil_ Pprkllna Area and/or thi I-easn 1 1_05 FU nt Pin(I f !Tj i nm not- Ihn- -fir .?r hr., rights and easencr7,.: fir, trr _ _._r_C. , 'l ln�fe,_and 4',�e ^ aaent's and 'Co t — C]rn-rll puhl i c Iluri ,,,win , to I. V, 1.,,(Y7 ;�nrj 1.04 above ray not t)^ T,:vn1-,r..d by Devc1oper dt?ring the nd :h^_ (:ro!indi ild an y renrG�alfJ th�rc of fnr or; y � S d'' � r_a_-on �3,�h� �..-o�_v�_r, J.nr�1_�_r�� n , leaf: 1 • nn� ,,�r,_tcd to, any defaults; by tli�2 City or DOSI' undcr tho terms, conditions, provisions and agreements set forth herein or of the City under the Ground Lease. nnrsri r- Tr PARKING GARAGE DESIGN 2.01 Parking Garage to t�G l?,.^:�_c?n^d U)f Dcvelo er< The Parking Garage and all improvements ancil.lary thcr.eto shall by designed by Developer (hereinafter referred to as the "Design") , subject to the review and written approval of DDSP as hereinafter set forth. The Design is also subject to the review and written approval of the City pursuant to the Ground Lease. The City and DDSP agree to simultaneously review all portions of the Design and to jointly submit corrinents and wPprovals concerning same to Developer. DDSP acknowledges tf�t prior to th,,� e>-rt.;ticn of thi3 Agreement, Developer has submitted to DDSP and DDSP has approved the concept plans (hereinafter referred to as UY2 "Cone c,,pt Plans") for thr construvtion of the Parking Garage. IA copy of th; Concc;pt Plans is annexed hereto ors Sch-2dule I. DDSP agrees to Consult and ccDrdinrate witt7 preparation of the Preliminary Puns and Construction Plans it?c?.udit-va taut not limited to, the preparation and submission to Developer of tt-e portions of the -854 4 r C Preliminary Plans described in M and - (M below. DO-S-P ;4grees to provide such portions of the Preliminary Plans to DC!I-CT(IDrr at: .bast thirty 00) days prior to the dalk-J, th.it. th�7 Pcvc.Tnprr is T-q,0rrI to fr-Ii.,min-Inv Plans to DSp O' e-!(Td th!7! CAy 1-n T s 1)�,- 1111-mi tu t 0 DOSP it thr, fnTILh, fnirr (11) n-I pl�ns (hcrc-In-ifter refe-rred to as U-1:2 "Prr l iminaj-y Plin=") for LhfI;;:FIJnq G,,Tiqc� For the purpose l-I h-7- of, Pj.-climin;i-ky Plans shpll consist, of sitr 1).Tans P-nd struct-ure elevation,,- and sufficient detqil to show situ p.lanni.nq , t -ITrWA.ccfI, Ln-Pl, design and parking layout., mil:cffa_17,€ building constn.-;ction, landf;Capc .i("Cess, strccts and sidr,,,,alksG Preliminary Plans shah. also includc (i) a proposed syst-cm, Of T(_IV,-nUCI control capable of bcing intcaTated with DOSPIs existing system which permit computeri7cd monitoring of vehic-To counts, monthly card CUSAOMCrS, t"T,3nFJ_cnt CUStOMCrS and fcc CA.CLJJ,-,j'LJ0rI and SM-11 also provide for. d,:.ily cashier j.-cpr)rts capable of bir2ing audited by auditors for both Developc-7 and DOSP, (ij.) a proposed computer controllcd t(!Icvision security system with sufficient cameras to ensure thv ability of security guards to monitor the entire Parking Garage UnMludin� Dy,g _I ress, egress and transition areas to Bayside Specialty CcfilLer), including two-way voice cormnunication for emPrqen,:y situations, (iii) a proposed signage and graphic plan sufficient to ensure cucto,-,�tcr converd(:nce; and (iv) a proposed plan for internal circulation areas and ti,.,alkv)tayz; between the Par;dng Garage and the balance of the Leased Pre,,ilses providing for maximum customer security and safety. DOSP acknol,;,ledges that in order to meet the schodule for construction, the Developer may sulamft Preliminary Plans in stages for written approval. No permits or oth,,-:r fonmial goverari-iental approvals shall be issued to Developer for a particular phase until DOSP has approved a site plan dcpict-ing all phases of the Parking Garage and has approved the Preliminary Plan for the - 5 - 84-854 particular phase for which a permit or other formal governmental approval is requested. The parties agree that the Design shal_1. Vic c.nml,1_ct:r d t y Developer in such a manner as to permit; th^ rxpansi_on of Ill- Parkingl rr-i ,:�qr sn the number of parking :;pper t:n ,,,, �, �_i.l:,� l_c` fnr h E'o�x �r=� f ��„1. miy be ncreaso f � nrri) o�--__-1800. _i h''° be 4 const.rl_urtr-d --o f :cil i.t-,atC �} .11 r xpan Onq Provided, hnV!r@rer. that- Llr^ Parking Garage sha11 nodll- he r1;pardrd vit,l�tit: the pri_nz° iorecmcnl. of Dr_vol.nper, DOSP and tf n City. . one of such parL.i_rs shall 1-10 rcgriircd to ipp.rovc such expansion unless .i.t; is sati.sfi.cd with all of the terns and conditions a cl_atIng i:ca ; tr+t, Including but net.; l_.mtr^d to, construct;i_c n and fl.nanci_nga if such jj expansion shall, occur. tl-m Parking Garage a s cxpanJnd shrill continuc: t n`'11 c�e operated by DC `P pur. ,•Mgin+, t;n ,yf ,: Lerm. her —of and Lhc parties hereto agree to enter into any rcaso able, modifications and amendments to this Agreement required as a rcz-ult of the, cxp@nsi_on. 2.02- Fi-cl.irii..n-ry Plan Submission Dates. Developer shall submit the Preliminary Plans to DOSP for i=,ritten approval on or before the time set forth l for same in tiro Ground Lease. Upon receipt of each set of Preliminary Plans representing a certain stage of construction, DOSP slyall review same and shall promptly (but in any event witldn thirty (:10) days after such receipt) give Developer written notice of its approval or disapproval setting forth in _? detail its reasons for any disapproval. DOSPts right to disapprove the ={ Preliminary Plans submitted shall be limited to matters depicted in the Preliminary Plan; for Lfir Parking Garage which do not conf corm substantially to the Concept Plan: or previously approved Preliminary Plans for otl-:r stage.; of the Parkin') Garanie or new elerl;r-nts not pr€-4 tinted in U-rConcept Plans or matters which are viola:ti.ons of applicable' governmental statutes, ordinances, codes, plans, laws or regulations. =t �i =f -4 - 6 - 84--854 I If no written response is delivered to Developer within thirty (30) days after submAssion of such Preliminary Plans, or any rc!stdiyniission thereof as hereinafter prnvJ.(k7r1- they sh-ill. br? nE ' ghat no violation of ;zppl. irphic nrdjj-r?nr-,,, cnrjr-f7, plans. laws, 11)- rvx-t ;4 dis,;lpproval., 1-�- I-)- Tr) - DevelopcT, (I :i v of tl)c r3 �.i It r u)- [)-Cvf-.jrPCr 37Cceives t he not.i.ce cur h di,: ripp 3-o v,-,,I, 1"Tolini in,17y Planto DOSP, altered to around- for Any - t n �,I--qjj be subject to Yr-,;vJcw and approval by DOSP, in ^,-coTdnn-c w-ith th^ fir-ocedure hcreinObo,vc prnvidcfor an original unL-j.1 f7(7rn7 :zh.,U br, approved by DOSP, providcd tlwit, 5.n -ny cvr-n'k,, 0e-vc1n7D-1;,- r:ulymit P:r(-J-i,nJ[nary Plans for con,-`1,nict._J.on of t.h- P;irkiriq 17,aroac vvl-dch fzalk-J�;fy al.l of tli- grounds for d-ie-nnproval of +11-hich DOSID has pivcn not.icr- not 1,,3tcr than six months from the date of this Aarc,-(�1-n'k,-.. DOSP and Developer shall in good faith attempt to resolve any disputes concerning the Preliminary Plans. 2.03 Construction Plans. For th2 Purpose Of this Agreement, "Construction Plans" shall consist of final v,,orking drawings and specifications including (without limitation) Vie following information: (a) definitive architectural drawings; M definitive foundation and structural drawings (the "Final Substru:ture Plans"); (c) definitive electrical and mechanical drawings including (v.,-,,`Lth-3ut limitation) plans for all lighting facilities affecting the exterior and interiur ?ppearance of the Parking Garage; (d) final specifications; (e) landscaping; M graptwr-s; and (g) plan for conduit and raceways necessary for revenue- control systems and television control system. Not later than one hundred tw,,elnty (1'5?0) days after approval of Preliridnary Plans for a particular stage of construction, Developer s i,�Jl s it;ti.t to DOSP two sets of Construction Plans for the same stage provided, however, that 84-854 7 - Developer shall not be required to submit the portions of the Construction Plans consisting of exterior lighting, landscaping and oraphi-es, until the, date that Developer. Is reqi,G,rr:-d to stArnIt fon7,1--Ti,)r1.Jnr) P.1,mr),-, -Ln 1-1r, Ground I -ease. Upnn th-3-co'l, Dfl"P '-Jr- ez-lrp- pf-Irl �-, J-),� 11 - v I but JJ1 Rfly Cvrfli, V!,IJ-hill 't.hil'iy (3f) !-olch rcrrif)O, cu.vr Dr:vcloper notice of its or disnlpp nV-11. fnTth Jo its rensons for any dif;,',pprov,,,I. DOSP's jJc;t-1t to (I.i.pV(, prI3,1 ID f . .- j 9 Plans shall be 3-i-mited to mattc)-s ri,,.,pictf�d in CoFist--Ar�tjnn P1,-,-).nrz which do not ronforn, substantial-V to I-11c. ?pPro-ved Fr-e!Jm1n;:?-.ry Plans or previi)usly approved Construction Pla�ns for other t, acic.j oT a, .E new r1c.ments not prosent-1cci in the approved Pi.-elisilinaa,y 111an-, or ;M- N/in-lations, of governmcnt-al statutes, o Td i na n-, c s codcs, pJanf-, r o-11 T f no c L- t,i 1 a 0 [1 S. response f rom. DOSP is bclivercd to Dcvc-lopor within thirt-y (30) days Pftcr the submission of suc- I i Ccnstru.ction Plan,7, or any rcsu!xn.-J.ssj,on tl-crcof as hereinaftcr provided, tl-r3y shall be deem approved, exccpt that no violations of applicable laws, statutes, ordinances, codes, or regulations shall be deemed waived tlywreby. In the event of a disapproval, Developer shall, within thirty (30) days after the date Developer received the notice of such disapproval, resubmit the Construct -ion Plans for that stage to DOSP, altered to satisfy the grounds of Any resuLmission shall be subject to review and by UOSP, in z:,,ccordance with the procedure hereinabove provided for an Drigoi-Inail E-ub-rdssion, until the same shall be approved by DOSP, provided, that in any ,-Nent Developer sub,-iiit all Construction Plans for the construction of tho Parking Garage (which satisfy C-111 c)f, the, grounds for Cisapproval of which DOSP h,as given written notice) not latter than four (14) months after approval of all of the Prelimin'ary Plans. DOSP and Developer shall in good faith attempt to resolve any disputes regarding the Construction 8 84-854 Developer shall not be required to submit the portions of the Construction Plans consisting of exterior lightinq, landscaping and aTpr)hjcs until, the date that Developer is reot iixmi to mj")Mit- f'r1n!n'A U1 Irl.; ()F) I'lp'nrz t,n thc Ground Lease. Upon ric - r J4 t t! — Tr,)r , P q, e; I I " T C--' \1 i r- V, A rwid sh-Y" promptly (but i.n iny vrnit wili-10 h oi-vc 11��veloppr -n 1,1-it-, 1�y (3(- rjiys ;:�Ilti notice of d _J fo-A-h cirt-nil its rcasonf� Co-,tructian Plans submit, rd shall_ h, li-mited to matter_ in th^ Const.-cuctinin Plans which do rint conform SLJ(_-,Str3ntially to tli'-_ approvc-1-11 Preliminary Plans or previously Pippj.:()vcd C,cmstT-uctJon Plans for otlh�'r wtagr_s 07, a.rc nc-k!,, c1cments not pT-t:,rntcd in ilic ,pprovcd PrelinAn-any Plans 0 r -f I rc violat-41-ons of governmcntal ni7dinances, codas, plans or run, ula tion_, If no response froMPOSP j., oulivc.rcd to Dcveloper within thirty (30J) days Pftcr the submission of r1ich Construct,ion Plans, or. any rcsuLxn_Jssj.on 1k__hci:co11 as hereinafter provided, tiny shall be deemed approved, except that no violations of applicable laws, statutes, ordinances, codes, or regulations -s-Nall be deemed waived thereby. In the event of a disapproval, Developer shall, within thirty (30) days after thee date Developer received the notice of such disapproval, resubmit the Construction Glans for that stage to DOSP, altered to satisfy the grounds of disapproval. Any resulynission shall be subject to review and approval. by DOSP, in accordance with the procedure hareinabove provided for an original sutnission, until the same shall be approved by DOSP, provided, that in -any event Developer shall submit all Construction Plans for the construction of the Parking Gar4gc (vrhicti satisfy all of the grounds for disapproval olf 4diich DOS' 'ias given v-,,rittlen notice) not later thian four (4) months after approval of all of the Prelimlin'ai,), Plans. D_D_1:',P and the Developer shall in good faith attempt to resolve any disputes regarding the Construction 8 84-854 0 Plans. No approval by DOSP of any Construction Plans or Preliminary Plans pursuant to this Article shall relieve Developer of any obligation it may have at law to file sUchnrIst 17f'i inn F'lanc with any ciepartnent of the City or any other governni cW.a 3- n!lf.fr_i 1:`I1ruI rlq ,1tI,-i_.Erflt;+.i.00 (,)vrr the issues or to obtain any building oT ntho (^T ;,j.i: n" ;11-)p nv�1 ] c l.i_t:"r M, p i'ilL/ ], o7.v�n by DOSP pursuant to this Article l:l �;t�al 1 n?#: r ,:n t..ii..i�te 1-1>» ni.nn or �arccim�nt by the City that the plans are !=uMici.cnt or 7.n rnmpli_a.nce with any laws, codes or other appl.c_abl.c rrr�iJ 7i.i.nn � ndii no -such inproval shall impose any liability on or Sai., ive any rights of i:f 7� Cj-'Ly or POSP. Con.'ept R1,3ns, Prcl.ir;F .n^7=y fl-an,,, Construction Plans and all work by Developer writ.h respcct to the Pa,-:k:i.np Ga.raoe shall he in conformity with this Agreement, th^ P1i.z mi Chartcr and Code, the 1.083 Ordinance (hereinafter defin! id), Scrics Ordinance (hcrcinaftcr defined) thP2 South Florida Duildino Codc and all other applicable state, county and local laws and regulations. The Developer hereby assigns to DOSP, on behalf of the City, all of the Developer's right, title and interest in and to the Concept Plans, Preliminary Plans and the Construction Plans if either the Ground Lease or this Agreement are terminated by an Event of Developer Default (hereinafter defined) . 2.04 Developer Compensation. DOSP shall pay Developer a fee for designing and engineering the Parking Garage (hereinafter referred to as the "Design Fee") equal to the reasonable and prudent: casts zmd expenses incurred by Developer in connection with Warne. The= Design Fee shall include the items set forth in subparagraph W in Section 3.02 hereof. SM 84-854 Developer shall, at the time of the initial disbursement of Revenue Bonds (hereinafter defined) proceeds, be reimbursed for its actual out-of- pocket Design Fee .-,'.tens erpendf-d as of said date. Th,� balan,cr of i:h Dr ,i.un F-r- and the Ovcrhr_ad and Construction Management Fee `ir. t)ai_rj to ni-vcTnper as follows: (i) f'�'i.0�` to �' ,,,�"`:lSi.l.on C)f i:i"`t£? ,. (�,r);-li_i11� t.1"on ContraCt:� ('�n Developer shall submit t: to C?Ci �� E:_ c�r_►1 e of r l,l lrs f o:;: r..%cf� c} 1, V? s: a. _,, d 7ortions of the design and cos.i.s, thy7, sum of v-hich sclinclUIC of valLres shall equal_ tl� OL: si-cn F-, r- anri thT Ovcriraci ?nd Con�t.r.�� Britt E ;��t�rrtent Fee. Such sr..hryrittl.- of Vaju - shall. be used as ttF2 I)a ;i_= f or progress payments of th^ Design Fee and the Overhead and Coir�i:rl_t Lion tic�nagcVMt Fee to Developer; and c,:,ch Application for Payment (hi-ereinaf to cicfi ncd) under the Cons=tru_t-.i.on C-ontract shall include an al -location for. the Overhead, and Condtr ict_}..on Hanagcment Fee and the Design Fee with respect to the portion of tho f- arking Garage which has been completed and is the basis for such Application for Payment. Developer shalli` o paiO ., 050, 000 (i ereinbefore and hereinafter referred to as the 110vertrad and Construction Management Fee") with respect to the items set forth in suLipi,::r<gr,;4)hls (11), (12), (14) and (15) of Section 3.02 hereof. 2.05 Des:lon C?cfcc.i*s. Developer shall cause its architect or architects pre.pa.a-ing th Desi.nn to carry professional liability insurance (covering design, errors and omissions, and structural and latent defects) with respect to thy! Parking Gary ge,`a.nr:ur?.na_ Developer, D0SP and the City against risks norai2l.ly covered by such type of policy. the Limits under the professional .liability policy shall be not less than $1,000, 000. Developer :r*d - 10 - shall obtain or cause to be obtained an excess coverage policy in an amount of not less than $10,000,000 with ;respect to the risks insured against under the aforesaid prnfessional, 1 ,ahi.J-i- y pol.ir:y. Such insc_aran-r�: r=--iv h . =affected by an endarsem-.nt:n tit , i. n�,^" C^ Col f by The Rouse Core ;;rrI.- c-� Pta ry.i and provided tha it 1)0' P -of' 'A)n City shall be n. l.r a_5�. i l(1 f. ,l (�. named r �'i r I.;;i"i i l fln-a l .a n^r l7'['; is �nr! t:ita"' it; - ""+ - �"' (-i'r '^" d l,.� �� 1. r �. e p _, ._ �1 1.1 r._ ! G;f.-'. nr11or..rnt of Stich fa..:.(r ri'la 1 !' C.I1. k C { J y �9l J,[1 it C Ci i:n thc P aTt7.rq < othenvinc ac turd by Ch - p art -i-e, hr°reto, Dcvelopcx hal__1 or C-Ruse to by rnai.nt:aincd -uch cxccss in=..r.n7ancc coveragc in ful..J. force and effr_ci: during fl`v, iF ;: n of t:h-- s Aa7- .crnar=t Provictr!_1 that such coverage j crnai_ns ava _l.atnl_e at reasona7djl,J xat,cs- .11F Dcvctnper shall notify D05P that such coverage N i ^r-n cancel.l_ed or. i_s riot, �availabl.c ai, rca,nnabI.y cr 1m-rci_al -- rates, DOS P :;I�^l_J. have t h:. right, but not the obligation, t o attel-int to obtain such covcracac and 1.f DOS- *h311 he of t h- - opinion that it: N,,all be able to accomplish samc at comrnerciall`r reason&b1c rates it shall so notify Developer and shall inform Developer of th- nanre of DOSP's proposed insurance carrier, and the terns and conditions of the proposed coverage, including but not limited to, the proposed premium. Developer shall, within ten (10) days of its receipt of such notice from DOSP, notify DOSP of its approval or disapproval. If Developer shall., disapprove such coverage. DOSP may submit the matter to arbitration pursuant to the terms t-ereof for a determination as to the commercial of the proposed premium to be charged. In any 1 kS such arbitration proceedings, if the arbitrators shall find that the proposed —�f �i =s premium is carlvTiercial.ly unreasonable, th:y shall state tl-L! reason: for such conclusion and tEi� estiri ate of a coTarri-rcially rGasOraable rate for such coverage.. if DOSP shall still desire to affect such insurance covcrag(l , only the amount of the commercially reasonable premium as determined by the -a arbitrators shall be included in the Budget (hereinafter defined) and DDSP shall be solely responsible for the payment of any portion of the actual premium in excess of sane. Developer shall. 3.nrl-mnify and DOSP and the City and th-ir Tespr-,r-1-5-V:- Inrl fTOM, PI -A claims, nrld r,-Prnsr.!� Tj-mj.',-r! 1--of F011-ornnysv fees, ar;d -i,J,-ino nul- n'l n7 'rom th. pr-T-rm- ;1ni.-n of tf-�3- Design -in dr7'm` j.n th-� P,-irld,np [7raq.m .-.nf-b!rinj ic"ttral and latent drf Th^ 37,,-,h1iJ1,ty o'; !)c-vr.,-1.npCr 1--o DOSI-1 -mndf thc GjALAI t,lt-h Trospect to the flJ-'J.(--;)1(-3nn and hold aarrcmicnt sh-113- b--C J-injiLted to T wj.'-I-) same. Such indc;mnification L st-vall survivo comp.lotioil of th-- Parl',ing Garage and the opening of same for business with the general public. ARTICLE Ill CONSTRUCTION OF PARKING GARAGE 3.01 Developer to Construct. Upon written approval by DOSP of the Final Construction Budget (fereinafter defined), and the selection by Developer of its general contractor, DDSP and Developer shM enter into a guaranteed maximum price construction contract (hercint�forc and hr2reinafter referred to as the "Construction Contract"), pursuant to which Developer shall cause the Parking Garage to be constructed pursuant to the Construction Plans at the expense of DDSP as h�rcinafter set forth. DDSP shall pay Developer the Construction Manageriont Fee cis set forth in Section 2.04 hereof. In no event shall Developer be entitled to receive a Construct -ion Manager's Fee on any construct -ion coots incu:-red J.n excess of th-oS-L, ----t 1,crth in th2 Final Construction Bud,.)et unless the Uric- for completion set forth in the Construc- tion Contract shall be extended by reason of Unavoidable Delay (h-zre-inafter 12 - 84-854 4p defined) for a period in excess of three (3) years in which event Developer shall be entitled to receive a reasonable Construction Management Fee. The Construction Manager's Fce shall be paid monthly on a peTrRnt;age of completion basis and sha1.1_ t-e irtc.luded as an al-lncat: nn on each TAPrFIi_,-_ai i-nn f*nr payment. • The C-anst:i"ts .}.,_n+; f=h,?l_l. p1`i111.? t'tr' t,ha`ia ri•lla h" f'tai�{'t"C-abl_c', by either p'4' t.y tIn1-.i_1 . 1rrh t'.lm': i i_il^ T a l JS7 j:^r` i^ ri i _i (.^: i %1 ;ft �. 7' 171 di narr- shall havc d pnFJI-cd t hnror-c^cis. cat 1_i �ir.1'in't.. 11n10f70-? TC .:�_n7i (i^.fl.ned) in the Const:rt c--I-. inn (as drf in-d l.n th,:l _ 1 !--� � ? 3.02 Cost. (11' ;-nf D-'vcaopez• agree tl-kit Lkt.� to be i.n-t.trred in vvith t;hc con.stTLICI ion of the Parkdng GaTauc ;hal-1 n l- exccr(-1i Dcvr..).n,am;cnt Costs, As used herein "Development Costs" s i-v)11 me' n it, aa().rcoa.tc of: An arn-aunt-, provici,r-d in rca�.on�b7c d^tail to DDSP by an executive officer of Developer, c.gUal_ LO the �100.rrgate of all reasonably projected actual cost` anci c..xpC:ns c:s to i)c i~n-urr ed by Developer for the purpose of and properly all.ocatcd to th^ initial developmcnt and construction of the Parking Garage and the Additional Parking Area should DOSP and Developer elect pursuant to Section 11.06 to construct same, including (without limitation or duplication): (1) Design, planning, architectural and engineering fees, costs and expenses; presentation costs and expenses; surveys and geoteehnic tests; testing and inspections; and garage consulting costs; (2) Tl,e cast of labor, equipment paid to contractors and subcontractors; (3) Fees and expenses paid to contractors and subcontractors; (4) Legal and accounting costs, fees and expenses; - 13 - 84--854 defined) for a period in excess of three (3) years in which event Developer shall be entitled to receive a reasonable Construction Ulanagement Fee, The Construction Manager's Fee sf�l.l be paid monthly nn a n^-:-entage of cr��l.et;ion basis and sh^0.1 1)7: i_nr_lud^d as an al.locpt-.Jon nr) r-,ach Ap-plirat-on fr).-�, Payment. Thy Con_slln!:ti.on r-not-ra:t sf?a1_i_ PT-ov.i_dr shall r--m-, b by eitf-r-i' party +_x�t:.i_l- sitrh tame as th^ l i-tt trc (,cs drnl j.nc d .n t:h^. 1."'33 nrdi_nance) shall have d!,pnsitcd 'Eh- procccds of th^ Revcnue Bonds (t-vnrci.nrf t:rr dnf.ined) in the Construction Account (as ct(-';fi.n^d i_n the .1983 Ordi.n nco) 3.02 f?cvclr m nt Cnr�t of PaTki.ng�Garaoe. DOSr and Dcvc1oper agree that Lk a.ggreaato costs to be inCL.I.Trcd in con,icct ion 0-th the . construction of the Parking Canape hal-1 nnt: exrced Dr-vclopm^nt Costs. As used herein "Development Costs" shill_ mean the aggregate of: An amount, provicicd in rcasonably detail to DD.'.,P by an executive officer of Devcl.op-r;. equal to ih r^gp-rc Gate- of all reasonably projected actual costs and cxpcnscs to 1,c, inuurrcd by Devc-loper for the purpose of and properly allocated to tI-r3 initial development and construction of the Parking Garage and the Additional Parking Area should DOSP and Developer elect pursuant to Section 11.06 to construct same, including (witt-*ut limitation or duplication): _fi (1) Design, planning, architectural and engineering fees, costs #� =F and expenses; presentation costs and expenses; surveys and geotechnic tests; testing and inspections; and garage consulting costs; (2) The cost of labor, equipment paid to contractors and subcontractors; (3) Fees and expenses paid to contractors and subcontractors; (4) Legal and accounting costs, fees and expenses; - 13 - 84--854 (5) Interest and other financing costs incurred with respect to the issuance and sale of the Revenue Bonds, including all reserve accounts and funds required by the Ordinance and Spri-es Ordinance; (6) The cn7.'1. of property, liability, worker's compensation, title and other U) The cn-t of prrinits and licenses, and all Public Charges (as defined i n the Ground Lease); (8) Utility relocation costs and expenses and tap-J.n fee or other fee for connection to utility systems and utility services during construction; (9) All reasonable and prudent costs and expenses incurred in connection with the negotiations and execution of this Agreement; (10) The cost of initially furnishing and equipping the management offiCcs at the flarkdl.nq G-arlac; (11) The allocable portion of the cost of providing, furnishing, equipping and operating a field office at or near the Leased Premises during construction of the Parking Garage, including (without limitation) the costs of construction trailers or, other temporary office structures, barges and oth�2r vessels, automobiles, office furniture, equipment, supplies, telephone, stationery, postage and duplication; (12) The allocable portion of the salaries, fringe benefits, payroll taxes, travel and other expenses, and costs of all field office personnel employed in connectiorA,-ithwhe Parking Garage; (13) The cost of pre-o,-Jeninq managemont, advertising and publicity and th,- alloc-ble cost of any opening event or celebration including advertising and publicity of same; 14 (14) The allocable portion of the central overhead cost of The Rouse Company or any affiliate related thereto with respect to the construction of the Parking f�arac e; (15) TF cc7st: of r,rporvi_.-.t_nq and coordinating construction of the Parking G=1r,ao r ("tflrl ,_ s?r i'.1_(,lf] M-,-,nl(jFmc—nt Fee"); (1.6) t)t:h^,r ren.dnnv-ih1,e rn t. and eynenses which are of a type usually and i ncuy,, �-d in cnnr-)^cti.nn with development of a parking gar � q, -- which aTc T-cc(.,qni.;_r d as pnr.r;i_t:t_eci cost: .t €^ms urrlcr the 1983 Ordinance nni-j t:h^ Scri_es 0;-d9i.n incr_ s DeV '+np ^nt Costs by the Trustee under the Rev; nt_,c tsonds, as, 1r:i.cin nft:r.r ci^fa.nnd- Wit.hi_n t vcnty (0) days of th^ 1pprnval_ k-sy DOSP of the Preliminary Plans, Devc). oper shall f}i_ci chin Pz: cli_ni_n z-� Plans in nrder to obtain a proposed budget: for. the Drve).opI,annt Costs (h-,rci_nafter rcfc),rcd to as tiv� "Final Constrtzct.ion Budpct.") Dcv-.toper shall consult With and seah,Mit CO' ies of all bids it shall receive in connection with same to DOSP and DDSP shall have the right to consult with Developer with respect to tho review., and approval of bids and the preparation of Developer's proposed Final ConstructiL Budget. Within 60 days of approval of the Preliminary Plans, Developer shall submit its proposed Final Construction Budget to DOSP for review and approval. DOSP shall, within thirty (30) days of its receipt of such proposed Final Construction Budget give written notice of its approval or disapproval thereof, setting forth in detail its reasons for any disapproval. If no response is delivered to Developer within thirty (30) days of DOSP's receipt of such proposed Final Const-ruction Budget, ,u h Fin,;l Construction Budget shall be deemed approved. In the event of a disapproval, the parties Shall meet to discuss the grounds therefor and shall in good faith attempt to - 15 - 84-854 4V 01 resolve any disputes concerning same. If the parties are unable to resolve such dispute within sixty (60) days tf-rreafterq tf-y-:, matter shall be submitted to Arbitration pulrsi.mnt to the farms h,7T-r-of. . Coni-7,.'act. provide that Drv,-I-o,,-)rT ,,nd 1-)n-5P rfflo,-�Ls to in-ji-r, thil: 'Chc Parl<ing Garage will I-N e,oh�t,-snt.j-ally com,".)TcLcd -mri foT n,-) lat-r-r than one month pi.JoT to thci timc f.et forth J.n the Ground Lca7-c for th^ oprning of the Bayside Spccialty Cc-nter t:: I -II-)-- public, (as uch date may lac extrn"-rj by reason of Vic flaj,lurc on 1-h- part, of DOSP or theCj-'C-.y 4 1:0 tiric-Ty rcv.i-cw and can PrC3J-F,,jj,n,--)ry Plan--� and Construction Plans PLIYSUa1)1- tea 11 here -of, lk"tic flnilurc. of DOSP or. th,-� City to porl'orm their riblications 1-=-Linder or by cv,-,nl--s of Unavoidahle Dclay as hcrej-naftcr ciofincd). Th- Construction Contract shall. bo a quay, ntccd maximum contract in 'Forni �ncj' substance satisfa,ctor,v to Dcv,clopcj. and DOSP.,) Thc Con-struction Contract: sj-illl provide for monthly proprcssl payments based upon for paymcnt (herein before and hereinafter referred to as "Application for Payment") in fo,,.-m and substance satisfactory to DOSPt certifj,(--,d as true! and complete. by Developer and an independent inspecting engineer de.sdpnateo (-)y DIDSF'. Developer shall have the right to approve the inspccting e-,noincer di,-,�!!Jgnatcd Oy DOSP provided that such appriovr-3, miay not be unrczj,-,nnD1:)J.y t::J.,thh,21d or delayed. All Applications for Fayrn-,,nt 2,11)--zll be based U,-)on the estimated perccntaoc of completion of thm Parking Garage. The Construction Contract shall provide for a retention factor as follows: 10%) shall be held back from each subcontractor until its work is 50% completed; 84-854 16 - A El (11) 7-1/2% shall be held back from each subcontractor until its work is 75% completed; (iii) 5% shall be held back from each subcontractor until its work is 10n% corii-xl_etr cd; (iv) i.n,-, hall- he held back from the general contractor hired by Developer to p^rfnrn Do �erI s obj-i fat i-on hcrcunder until Final Acceptance dr-fi_ncd) by t' nsr; and ( v) No rc^t.e nt:i_on shall, bri l-cl_d bacl by PDSP with respect to materials or gen-ra), (-,nditi.on ":;oft--co,-W' Rcros. Develop,r sh Ill p r nvi.dr f s0-SP t,iJth a 10W� Paymcnt and Perfozmance Bond with respect to uncinr th Construction Contract. Such payment at -d Pc--forrnr�,ncc t6^nd �, val)(- be shall 1):^ issued by a furcty arccptabl.e to DOSP and sh ;l.l, n m :� DOSS 3:, an addition,l- ohl ace. All t;pplic.at:ions for Payment shhall. l,n ;_? .i.r; v,,JA';,An f:;_ftccn (15) days rff sub -mission prov:i_dcd that the certificaticc.ns ahovc 7cqutircd are obtained and that DOSP shall have received and approved lien �,aivers for materials furn.ishcd and labor pr-rformed up to tl-.3 date of the Application for Payment of tlae immediately preceding month from all subcontractors and materialmen working on or supplying materials to the Parking Garage. All Applications for Payment must be in form sufficient to enable DOSP to satisfy all funding and disbursement requirements of the 1983 Ordinance and the Series Ordinance. The Construction Contract shall permit payments for materials stored on or off the Partdng Parcel only to the extent that DOSP is satisfied that (a) such funding is permitted under the 1983 Ordin�in e end the Series Ordinance, (b) sLch materials are adequately insured us-,Jer. policies n'-Iminl DOSP as tt insur-_d, ( ) C' !` = ;1 r li have received an opinion from Developer' s counsel to the effect: that title to :such materials has vested in DOSP and (d) if such materials are stored off -site, - 17 - -854 DOSP must be satisfied that same are stored in a bonded warehouse and copies of the warehouse receipts for same shall have keen to DOSP. The f4 17, 1)(1 -�!,n for a progress Construction Contract sh;;T]. fort1r.,T' provirin tint r - payment by nOSPI!; P;7ZVrnr---nt by DrISr nor entire use and Pi;*Ing Garage .5h;;1_1 constiti-ite a Final Acceptance of ' same by DOSP [fir 4 1 r- i 14 - y. When th- ai:ounds hereof for declining Final Acceptance arc removed, written final acccptanc(- from DOSP shall be within thirty (310) dayf; after the removal of :.rich arotjnds, Thn Construction Contract shall provide for an J o --,() c (: 1. -1.01) and cor-4-crtif . 1)r, I A:s use(. -I 11-rcl.n, tAh-- "Final Acceptance" shall mean the occurrence of both of th2 fo.!Iow-inq rvc:nt5>: (j) DDSP's inspecting enaincer shall have certified D05W th,-[; 1,-1h- 1"arkin- _I Garage has been sub eta ntially cernplcted in accordance v,,J�A,h t-!Crons',.ructxon Plan: ind, the Final A,-.cc;--)tP.,ncC ProcedUr--S set forth in Scctiorl 31.09 hereof, and (ii) a ccrtifi--a'L-,c of occupancy or its equivalent shall have been issued by the appropriate goverry-nental authority having jurisdiction over same. As used herein, the phrase "substantially completed in accordance with the Construction Plans" shall mean completion of the Parking Garage with the exception of minor "punch -list" items, which items will take no more than thirty (30) days nor cost more than $100,000 in the aQq2eaate to remedy. It shall be an Event of Developer's Default hereunder if Final Acceptance shall not occur on or before the date set forth in the Construction Contract for same. 1 1.04 Supervision ncl ConstIjction Frocedures. Developer shall supervise and direct the Design and construction of t,he- [:'Q-rki.ng Garage, using its best skills and attention. Developer shall be responsible for all - 16 - 84-854 construction means, methods, techniques, sequences and procedures and for coordinating all portions of Parking Garage under thi-,-s, Agreement and the ConstructJon ('ontric' piu—iiant to tiv- ()rr,7-iqn - pTrpi,-,rrrj by Fir7-vP11npr-.,- and approved 13v DO o5FJ. I - hE (7.nn7,t-j-i1riJ()n Cnntrirl-, wi-11. pTovi'dr, D-Vlnper provide ;wld Pfly for %''Yl J-Rhnl'' 1:nn!-:,, rnnstiajction equipmc,nt. -,nd marhinc-Ty, lwatrr. N-,4t, W-ilitj D�'s.itin and other facilitirs and ::;Cj7Vj-CCS r 1 r-- - r- r, -Z'11 ry for thc p"rnper cxr[--1..1fJ.nn and completion of th-2 Parking Garage :subject- to 'Hin. Pj-o(,cdk,ires herein set: forth, provided, h�owevcr, 'Lhat nr-svcloprr'c oblig'-:11'Jons with re--,;pcct ix Lh.. rcvcni-ic control- and tcle-vision :7ccurity systcm.s sh�13. he limited to the installation of th- conduits and racck,;ays x�cquircd for 1--tic j.nU?Jlation of same. DOSP shall directly purchqsr; and inst,11 such sy5fEc7iis and th? costs of such purchase and installation shall- Oc paid from Final Construction Budget. DeveloPci- and OnSP shall at all timcs enforce strict discipline and good ordr—xPmonq -their respective caployees and shall. not cqploy an the Parking Garage any unfit person or firm or anyono not r-ldllcd in the task assigned. DOSP shall employ a clerk of the works who s4all be in attendance at the Parking Garage site and shall have a telephone at the Parking Garage site during periods ofta-me thr, le�vel of construction activity reasonably requires an on--: I". t�e� for DOSP. The Final Construction Budget sh;311 cord a"'.n a a 1, 3, oc,-'t- .or, for the clerk of the works. The selection of the I clerk of w%'ork-s :hall be subject to approval by Developer, which approval will not be unreasonably withheld. The presence of the clerk of the VYorks' for DOSP shall in no v,,ay relieve Developer of its responsibilities under the Construction Contract and DDSP shall only have th{e re-s.ponsibilities with respect to the Parking, Garage which are specifically -et forth he -'rein and/or the Construction Contract. All minority program requirements set forth in the - 19 - 84-85A W, 0 construction means, methods, techniques, sequences and procedures and for coordinating all portion-, of the Parking Garage under thi-s Aorr�rmrnt and the Construction (nnt:r-,)r-t pt,frsuint to the DeFion prep-li7('OA 1-11'1,DT-v-IrPrT' and approved by COS". Tfvh Conf;i-Muction 11.11;1C. provide ;arid ppy fo,-- P 1-1, !-a t io -., mP;trri-1I-r,, cqulpmrnlV, Erjnl-�,, cnn:7, ion equipment and Dcf�iqcn and o t he r f a (-- j I it i r-- s and SnTV-J-(-rS r! CC 0 SS R -rY '1 0 r Ulf'- P 17 71)) C r CXCM-0--ion and completion o'l th- Farkli.na Garage. subject to I-11C 3-Cj I-erein soi.* FaTth, provVied, I-vn-,,rver, that Dcvc1opf-j-'s 0!113q(!t-j'on'I!' �!""'tlj -'CSpeCt W Lh:-: ? veil., le cont rol. arid il-clevision sccl_lrj,ty systcm!; tic JJmIt.rd to the- insta _ 1- 4 I.Lnn of 1-11ic condu-j,ts and racc>%,a%'fs Tr.quircd for th- insi-al-I.a.11-ion of same. DOSP sN�11 dircctly purchase, and install such syst-cms (7,nd the cosh; of such p>azch ve and insta)-lation b? paid from th7 Final Construction Budget. Dc'vc.I.opc;, nrl DOSP Shill at 311. 1-1-imes cnforcc strict. dis-ciplinc and good oTdcr imnqn.p. "Meir respective eq-3loyces and shall not eq-)loy on the Parking Garagc any unfit person or firm or anyone not skilled in the task assigned. DOSP shall eq.)Ioy a clerk of thew works who st-all be in attendance at the Parking Garage site and shall have a telephone at the Parking Garage site during periods of III-Imc thic level of construction activity reasonably I j L - requires an on-sitr.'., for DOSP. Tt-�e Final Construction Budget shall contain an 11c ti.on for t.hc clerk of the works. The selection of the clerk of the ��;oaks sh7l--11 b.,, -,ub-ect to approval by Developer, -,.-,hich approval will not Ic ulFIreacon-,bly ivithheld. The preserve of the cl.L'.Tk of the '."Iorks for " DOSP shall in no �;&_y relieve Developer of its responsibilities u'r-d-er tll-- Construction Cc.,,ntract and DOSP sliall only have:- thc- rr-�ponsibilities with respect to th,2 Parking Garage which are spr-�cifically set forth herein and/or the Construction Contract. All minority program requirc-me-fits set forth in the - 19 - 84-854 ............... Ground Lease with respect to the construction of the Baysi.de Specialty Center shall, apply to the construction of the Parki.nq Garage, DOSS' st-ol_1, have the reasonable right of apprnval or di.sapprnvil over any orn^Tal r:ont.; firl'or hired a. r n I-ki ( l-x irzf)r l3 i 1. _ tIt'' l.t to by Develrprx +_C7 peel f?g'i±i l�O`�� fit- -�?._ {,� �_., al,] � ,_?(�t _. I t_ DOSP a l_ t f1f p.'C' If1 =.- fi >^() n ''li^loper and DOSP i 11 'i_i:h.n �11..'t:ti' i ��) 1 ��r (#er . (?Eur1op,^i. �ls 'n an'•:' (tlntractor on such list th )1. J i 3.05(7,7 .=hal_1., t_)e , ccpon-ihl,(, ;-o nd the City for tt ^ r1 17 r_�c(lt. :t:r> �nri r;i s. nn� of 1.1., of i.; _= em; lo! ^er; and all ciT?')1_C?,'f'e ,nd 0.3. rt:t1^_.T. ("lcr`i(lil:� p(:.iiol:'i11a..ng under a or , (,a . T,-'r1 . E'' _t:il Dl vol oper .n conn :ct.7on vit.h i,I-C f �_11.f.i_1.1_mcnt of Develope r' obl.i_r_{at on:- t.jild'� r thi_s Apre cm, nt:F or th.2 Construction Contract to Dcvcloper fo.' t hr ncglicrnt aict.s and omissions of all. of its cAP1.0vcc�s, and all su!:?contrf ctors, their agents and eW,loyees and all ether persons perforrnina u,)der a contract or agreement with DOSP in connection with DOSP's installation of the revenue control and security system described in subparagraph (i) and (ii) of Section 2.01 hereof. 3.06 Availability of Documents. Developer shall during constrLrotion of the Parking Garage make available to the clerk of the works all documents which are reasonably required to permit the clerk of the works to follow the progress of and to inspect the Parking Garage. Notwithstanding anything herein to the contrary, upon completion of the Parking Garage, Developer shall provide DOSP with and DOSP shall be entitled to retain a set of as -built architectural {duns relating to the Parking Garage and. an op! rations and maintenanu with rE,pt:'Ct to th'- Systc;iis and t;h!ere n contained. 3.07 7n�,;Dectioins. D veloper agrees that of DOSP may, at OOSP's expense, inspect and test any part of the Parking Garage 4t any 4- -4. - 20 - E M reasonable time or times during the progress of the Parking Garage; however, such inspections and testing shall be conducted in such R manner as not to materi-ally interfere w1th the progress of the construction. If testing shows materj,Rlly dr--fr-c1t_ive v,,ofll. nf-voJorler MV fi-137 I'l-y-, reasonable costs of inf) hy DOSP shall givn; Drvr1r)-)r,T.- at. (.5) of' jtz intr-n-t-Jon tn conduct such "E.cStAng and rN7.11 to COWfif(A j4s tc:-,Urg at thc �7,aniic lino that testing is per'Jormcd by DPvr_,1opr:r and in.spcctors of City. All damages caused to the Pa-dd,nq GeiTacic by DOSP ns a result Of such testing shall be ccpaircfl and p,-Joi for by DOSP, DOSP shall not have any obligation to pay or see to the pnyfficnt- of any monies to any subcontractor except as may be otherwise required by law,. 3.010 Final. _Acceptance and Inspections. A statement of Final Acceptance procedures to be used for determining DOSPIs final acceptance of the Parking Garage shall be included in the Construction Contract. Such procedures shall be used to determine if the ('larking Garage is of generally accepted quality and if all subsystems are operational, excluding revenue control and television security systems which shall be installed by DOSP. Final Acceptance tests will be conducted by DOSP at the Parking Garage site in the presence of appropriatf_:,. t cvclo c r per!,onnel and shall demonstrate that the Parking Garage meets th_ specifications set- out in the Construction Plans. The results of each Final Acceptance test shall be subject to the review and approval of DOSP's Inspectin- .) Engineer. Final Acceptance tests are intended to include, coriipliance �,,Ii t h all a p p 3, il, c a b 1 e goverm, ental laws, ru les, regulation s, promulgation and code requirements (1-K-!reinaf ter collectively referred to as "code requirements"). However, as to any code requireiment - 21 - 84-854 E 5 changes after the date of the Construction Contract, the parties agree to cooperate in determining the most satisfactory method of compliance. The estimated cost of the Parkinq Garage s11a3.1 hr^ i.n<M; r crt by the required additional cost to comely with stick -tal seta ,�r�t. r_nCi ; r nt ti rt^ ra#.^. and OOSP will use good faith, dil...i-acn#= tra + -11c :ad i.t.i.nn�1_ Pr° f,nlr Rnnrjs t:.o pay the costs of S'Ini ^., and) #.:i E^ r-nmr l.f-JI.i.nn dfit r .zf,' f orl-h i_n #.!" f on _.ti 1_t _ t..i_rin iOntract shall b- n;'# rnrJrd by th , r ?r(-?nnbly j.r q!J i.rrd aridi.#. on-1 ti mr —, to cnimpl.y with such sul.)scqu^nt: rodr.� rrr,,i-i,cments. At any t:i.r;an c� _ t ants dur .rxa the cons truct:i_on of #:h^ Tasking C; r: ac. Developer shall havt:_ t:hc ri,.gjht; to request inspec:c on by POSP of any !?,:3rt; of t.h^ Parking Gar_acc, and Dl'�SFl agrccs promptrly to comply t'-!lJ ll .rqt1rt ind to nuti.f} Dcvclo, r" n any dcrcct;s or variances from thn Con`=trt.lr..t.i.an Plans v;hi.ch it- nbstirvcs. i?cvr_l_o )c also have the right. to rcgi..rc~st Final Ac>Cpt.a.r-:,e by DOSP of m^for comr-,nn-nt:s (if the Parkina Garage as 'Lhny aT-c [ C? i�1_t'_t:c:c:l, and tjosn agrcc4 to Comply 1' .th Such request; provided, ! na.t vc-r, Dcvc1(-q)c r.'s right to request Final A:cccptance of major componcnts and DJSP's obligation to comply with scmh request shall not exist in any situations where Final Acceptance would not be feasible or reasonable or with respect to any items which are damaged prior to Final Acceptance of the entire Parking Garage. 3.10 Insurance Durinq Construction. Developer shall provide the following insurance and bonds with respect to the construction of the Parking Garage; (a) Worker's Compensation Insurance as required by law, including employer's liability in the amount of $100,000. (b) Compreh.nsive General Liability Insurance (includinq: liability arising out of the use of automobiles, owned, hired or non -owned; and -22- 84-854 U LI contractual 11,ability, persoml injury with exclusion C rielet-d. inrli-iding XCU exposure) LIP to the follow-ing llmi,ts, (1) Bodi I Y T-nJI i -;'Y: �1,0'00,000 per person; $310nr)g CIAVI per occurrence. (c) "All RI!7k," and Flood in to preclude loss tan PI covering Perf ominc 1.nnd -�rirf �ymrnt Borif Inn pf Uic f'�� - Jn, -�rnqc construct -3 G, to be issued by companies --a t_J -1 C !, o Y 1.() antecing and paymcnt. 100% of P r'- 0 - Developer shall coTILif icatcs -2v.idrninn 1-h—_ Tcquired insurance policies to DOSP tnqc41�-T v-,JJ I.rj(�,varjt covc,-.aac I �ndy I)T,�mium information along with s;;tj,-e_;f,7rtnT)I CVj Of rjjj�1(7cnt of U-e pT,-ci iums the if requested by DOS-', Or-voloncr vJ11 11-o t I i (_Opics Of 111 Of SUZJI insurance policies to DOS;-'!. Di,-ISP and thf-_ Cit. , sh.]J� i,o th-_ extent possible, be an additional. insured on (lc-_vc]o,I_c3-Is policj.(-,7z. NM aW m __ Developer shall. not com,nencany wo rk under the Construction Contract until such time as all required insurance is bound and copies of policies submitted to DOSP. Each policy Must contain a 30 day advance written notice M. of cancellation or �� material change to DOSP. The insurance policies shall remain in full force and effect until final acceptance of the Parking, Garage or until the Perk'no Garage is used for the public parking of vehicles, which ever first occur,. -main in full force ihe bDnds shall remain and effect in accordance wsdth the ter iis th--irc-Of . I .1.11 Cfi-noi0-dcrs. The Construction Contract shall provide that Developer shall havl_-- thy to order minor change orders in the work, the cost of wt-dich shA_1 not exCleed $20,000 in any one event or $100,ODO in the - aggregate without the consent of DOSP provided that su--h change orders Co not 23 -854 84 decrease the amount of parking spaces in the Parking Garage or adversely affect the aesthetic appearance thereof or increase the contract price under the ConstrUrtion Contract. Developer shall_ nnti_fy DOSP in writing with respect to all ri)i_nnr. ch;v)ge -t_ ,i n five (S) days of each such change n rde. T --; d DO-111 ,I, 1 I notify .i n writing within ten (10) days the.re,?ftc..r if ran;"> *11. fqrr,,znve n � di.�;�nprovc s+,ch ch-,rnoe ordnrr Tf Dn;P shall, approve gin;' or.c ^r t h- a nrrnt of amp ,=l�=l.l nt,L: t�^ i.ru:7.trded in th^ c J(7u],7i'V nn (]1 th? Cif cX] tJ r)q apgTcpa .�� All otftor cPe-,nee oTd(-.rs s;ub c:c:t: to tl z-^v_-w and Ppprnval. r (�:1r s which . i(1a.J.J. J;:- ('t±_vt�il �n NIj-?.( w"tshin f _ft_ccn 05d=3y!: o'Ir. S'cq1..... lt- t:}?aEfor Any dis,-j,p_�o�,-T o �t_c,'h clw rnpr ox'rit�r. by [:?ASP ml . t �,t_ t:c t:i� �_c?n.~ ;?�^r.cfor. F t If an l)n,ravoj,d, ) c Prlay nr a rh--nqc ill fJr c r,p?c o t„^ c:on�;U-1ictJon of the Parking G > acc shn.11 b, rcquCesticd big D UP or ths� C.4 ty i1nd agrecd to by Developer shr-,.i_.l, crcat^ a 7cquircm ent for a ctif3npc order, DOSP shall approve such chan7c order or change orders, and if the aggregate costs of such required change orders shall cause the cost of completing construction of the Parking Garage to increase to an amount exceeding the price therefor set forth in t!-» Final Construction Budget, DDSP agrees to use good faith diligent efforts to issue additional Revenue Bonds to pay such excess. All change orders must be in compliance with the terms and conditions of the 1983 Ordinance and the Series Ordinance. 3.12 Connection of Parking Garage to Utilities. Developer will install or cause to be installed all necessary connections between the Parking Garage and thc water, sanitary and storm sewer mains and mcci-enical and electrical Cam'.Csalr,vj corijurts wtr:tM..r or nc:t, cl, ri.;_d by th, City or the r ai'jdf Dade Water sand Sewer /;uttInI.ity All allocable costs and expenses in connection with same shall be included in the Final Construction Budget, U 3.13 Permits and Approvals. Developer shall secure and pay for any and all permits and approvals necessary for proper constri.r.tion and completion of the Parking Garage. All alloriblp costs snd cxrrn,-;-f; in connection with same shill bn Tnclitdcd in 4-11,- -'4n;q3. r.(1(17 I i�nf) L p L t-,Ml- rnf-roly in every respect With any )nd ;J), frd7ya!,sptc(".'hint.-N1 an)W!�, Ordinances, rules, regulption-, nirvl notircs nnkt, or hl-rraftcr in forcr. nr. 5.ucd vfilch may be applicable to gray and ;J1 of thc work or oppratilnns to tic done, pci-flomind, or carried on by DevnToper h^rct-inrjcr, Notilij)q hcrtaa.n ront',-3incd shall h-- deemed to U.M.O. the TiQ1,111. of nevi loprr to contrs,L- the validity or cnforcc-ability of any StPIUL L , j4-r ri,tlu e, rcolat.in os. ordro r r natice which Developer may be zcclui.rt rf IL'o c n; -,) p I y If lcaplly Tcquircd, DOSP Join in any such cont-cst rn:,y hring vlith .respect: to sa.mc, providcd, howcver, that Dcvc1()-,jc.r. DOSP fnT -JI. rcasonpblc costs and expenses it may incur of in contest. It is understood and agreed that DOSP igill so join in any SUCh contest only if such action by DOSP is legally required in order to enable Developer to prosecute such contest and that tl"r- joining in of DOSP shall not be construed as an agreement.by DOSP with Developer's position in such contest or a waiver by DOSP or the City of any rights either of them may have against Developer with respect to the issue being contested. ARTICLE IV PROJECT FINANCING 4.01 Parking Revenue Bonds. As set forth in Article III hereof, Developer shall construct the Parking Garage at the cost and expense of DOSP. DOSP intends to finance the"PC/Ost of the Parking Garage as detailed in the 25 0 At Firel. Construction Budget _ by c he parking system revenue bonds (hereinbefore and hereinafter referred tn as th- "RcvPnue Bonds") pursuant to the prnvi.sions of Ordinance t-jo- or th-, an rw man, duly passed and adqAnd by 1-1-y� oT th,� CJI-y f)f lljiimi and hereinafter ref eTrrd vn «s W "City on .�inn 3, 1,?A3 (h2rcinafter, as from timn Q tif-nn to Rs th, 01PP,35 At SL?ch tJ.mr- as t1r, Fj.nRl Uudg^I: for thc Pij-1o;.np (34irapic tcmon and conditions of W Con5t;niction con"l-rac-1: slv�JJ h-?vc 1),,.,cn aq7(-ccj ',:n Icy n0SF' and Developer, DO.SP h,-111 rcqu2st th"2 City [701'--d.f,sinn to -, Sc-.,Tirs 0Tdinance (:a-s in the 1983 Onjounce) authorizing U-n issu;Fnce., L:), :1-e City --- 1� of Additional llnnd:= dc'rinr'd in the 1983 Ordinance) in an amount ccju(.], to the Final ConstTLICIJ-011 At the t5nc the Series Ordinance is adopted, DOSE' shall deliver to Developer a certification that it has the financial. capacity to cause the Citv .to.issue Revcniuc Pon -,,.n the Fmount of the Final Construction 1135ud-pot fL.Lj:x_suant to thy, D,-"z -'31LLQU)'2 Scrips Ordinance and to fulfill its ot-11igations hereunder. Such certification strall include W an opinion -".in form acccptable to Developer, front the Department Attorney (as defined in the 1983 Ordinarce)-A-1/ to the effect that this Agreemrynt and the Construction Contract are thoe- valid and legally binding obligations of DOSE and enforceable in accordance with their terms subject to applicable [-)"nkruptcy and moratorium laws and that the execution ol"' this Agreea,,,-.:nt and Lhe Construction Contract and the performance by DOSP of its obligations hereunder and th-rcunjer will no, violate any existing, 1.tal or goverii-iiental Wer, ordinsno e, or regulation, or any instrument to which or by �,.hich DOET is, bound, (ii) a letter fr),m DOPISfinancial -tWh-tadvisor certif'yinjh�,t DOhas te finskial capcity to LLse lie City to issue Revenue Bunds in tha zimouit of ::Ire J7'"134" -uctJ Bu, �t pursuant to 1 1- COnstr -1 g,- the requirements therefor set forth in the 1983 Crdinarce and the Series 84-S54 0 04 Ordinance. DOSP covenants and agrees to comply with all requirements of the 1983 Ordinance and the Series Ordinance in a prorN)t :end effirient- manner in order to cause 'Che Revenue I3nnd5-, to he l_^^-.l.t d Pnd as Possible C-3,1,ter tlljl ` f?(I^ n' j -rvjn-dlinnnrr hy 'J-Y, fJl,y n dr---J---d frr)m the DOSE' ft!Tthr�T__ )aT n Park-ing Garri�qc fc)T�, p,-,yrorri-i nf tli-. Revrini.ic lined s ^nd tfr7 j.ni-ri'r-st thcre�on. The Construction Contract. prov5(Jc tivit v?f)rl- rh;J3 c r�m, 7, L. I - - rin 11-r- date that ti-Y, prnccuds of the Revrnuc 13onds ar c c1cli,vorrd to t I_ 1)7 TL?5_--.1,-('_c pursuant to the, 3.983 ord-inance and 'Ch^ srr:j.c!(.lrc.f' n nCc TivSN-7,icF, OTdinancn with reF,peck. to Chi Rcvrnuo Bonds t-.o h2 J_sstjc-d by DOSP in connection with the Parking Gar:3gC h( :37Ljbjcct to IV.hc ),ca,!:zor)nb).r a[_)provT of Devol-cper. If Developer s1r,13, r� soiw-ibly di approve ,u;ih Scrlcs 01,rdj_n:nr__- or if, for any reason DOSP 5_�i unablc to c tr,c th-_ City to i-ISMC 2rld 5CIT :SLICh Revcnuc Bonds _purs. 1-n lh- 1`8` 0,ldif);nrr 1-1 tic�nrd,*_n3r U-c City shall issu e and sell it.t honds Jn th-_ arniount of the Final." Const-ru.-.11--ion Budget and shall be assigned DOSPIs riahts and si-vill. assume DOSF"s obligations hereunder. Any delay caused by such actions shall constitute an Unavoidable Delay hereunder and Developer shall have thee same reasonable right to approve the- form of ordinance, the terms and conditions of the City's bonds and other definitive docu-mentation relating thereto as it has to approve 00SPIs Revenue Bonds - pursuant to the terms hereof. If theshall, so issue its bonds and be - City assigned all oil DOSPIs rights and assume all of DOSP's liabilities I-r2reunder, all payments of annual coripensation (hereinafter defined) receiv�� . in connfecti.on h2reiloith slh2ll b- City _t DQIi:P. T t-e parties anticipate tliat the RG-VCVILJy I at_ Ta -City_ t-;_a2_1- han r r a) of DOSP sll be classified as I lusl yialopmia _Bonds!��s --tz— Section 103(b)(ii) of the Internal Revenue Code - 27 - 84-854 Ll 4.02 Guarantee of, Corr let -on Py The Rouse Cor,q?any. At the time of the execution of the Cnn t ri rtlon Cnntract tay nDc? -)no nr. ural.£aper,. Devel_o-,nr, . shall cause to hr� del .vr- Tart rn (i t; f', q�a . ?nt.cr of 1 i f n f;- -r. rn'r0].�ti nn (nt:f ^r than the lien of tip hn]ci, s f t:l ^ nr\,rilrf'" no(vis) of tf�9 Parking Gaf,a©r' duly' executed by Th-- llntr-^ Cn i-).iny (_a t�:�r_yl.?nd C-?rporation) -in/form orm and su'. stance satisfactory to Dn -')P and its cnunso.l.. 4.03 Limited Guarantce �of Developer Obligations by The Rouse Co an . At t he time of tP?n cxccut:i.on of the Construction Contract; try DOSP and Developer, Dcvel_oper siaal.l cause to fan- dr-Jiavercd to DIDSP, a quarmnt.ee of ob].i_gat.i.ons w.i.th aspect: t-.o Negati.vc Cash Flora 0-:rcinafter defined) limited to a cumilulati_vcA maxim.jm of S3,1000Y000 for a p--riod of seven and on ---half (7--1/2) years next succccdi_ng the date on which Ghe Parking Garage small open for busi_ncss, duly cxecut.ed by The Rou7c Comoany, 14form � and ubsx TM�� _ a :a DfS:P an��ts to<nr cl,pDeveloper :.ball by respansiblc for th:2 payrmcnt: of Nc-gativc Cash Flow until such time as the Revenue Bonds have been fully redeemed or defcased. 4.04 Actual Construction Costs Less Than Final Construction By et. If, for any reason, the actual cost of completing the Parking Garage shall be less than the Final_ Construction Budget (hereinafter referred to as the "Unused Portion of the. Construction Fund"), the Unused Portion of the Construction Fund shall bu applied by the Trustee (as defined in the 1983 Ordinance) in accordance the provisions of Section 4.07 of the 1983 Ordinance and t he Series Ordinance. 4.05 1983 Ordinance and Series Ordinance ControllinD. Notwithstanding any other provision of this Agreement, the terms and previsions of the 1983 Ordinance and ttv- Series Ordinance shall govern and control, all aspects of the payment by DOSE' of the costs of constructing the Parking Garage. - 28 - 84-854 Ll a 4.06 Conditions Precedent. Except with respect to the preparation of the Design, Developer shall not be obligated to peTlrarm any of its obligations under this Agreement unless and tint i.l. t:h^ r:nnr15.1--Jons precedent set. forth in Section 2.1(c) of the GTDund Lease h;:ivc h^rn �at.i.sfie:d. AR ► T.CLE V MANAGEMENT AND OP RATTON OF PARKING GARAGE 5.01 DOSP to Managc. and_Ma.i.ntain. Devcloper and DOSP agree that upon Final_ of the Pay k .nq GrrNcle [)y n sP DOSP shall manage, q)c a"L(,, mai.ntoi n, d ,.rrct: and s, J)nrvi_sr_ t.l-r us-e of sa'mc. 00SP shall have the right, at any t1.mc it: d:^_Gti1S (i^:G'[ Zy/, to make non -ma l,:fcr.ial., non-structural alterations or r_hanpc to the Parking ('1aragc pxov_i_drd that: Devoloper shall have been givz-n tl-r3 rs_Qht„ ;,o comm-nt on such proposed all -rations or chr-nnaes at least thirty ( 0) days, hcfore sarne are i.napl.ern--need. U)SP sMIJ not make any material or structural changes to t.fre Parld_ng Garagc 1,,itllout t hprior written consent of Developer, which shall not be unreasonably N-rit h1h ld. 5.02 Parking Rates. DOSP shall charge all users of the Parking Garage the fees or rates for such use established by the Off -Street Parking Board and the City Commission. If DOSP charges any amount in excess of tt-e established rates, the amount by which the amount charged differs from the established rate shall constitute an overcharge, which shall be refunded to the customer, if possible. If not refunded, the overcharge shall be included in Gross Revenues (hereinafter defined). If DDSP or its employees charge any amount which iv loss than the establish°_d rates, the .: mount by which the amount: charged differ- f romi tf€,-2 establi-;lewd rate s.1-1ll constitute an undercharqu zar)J an at1,.)unt CgUl l th,. r(rto shrill be excluded by DOSP from Gross Revenues. No free: parkin,) sh.:ll bt: permitted to any 1:.,jrty at tl�� I'arl:ing Garage. DOSP : rill. Yu�,j.n1.t. arty proposed chiino(2s in Parkit Rates to Developer - 29 - I 54 E �Z for comment at least thirty (30) days prior to the submission of same to the City Commission. If Developer shall comment on same, DOSr shall simultaneously deliver �O.th its !;1A-nfl_rsJOn of pT-r)Pnsf--,rJ PiT-1-ing to thn City Countission, 1741'J' Hh-il FIP-rl-,ioa Rill'rs shall be the coiirnl��nt!� of establl-I` d c. Mi i In 71 < i, M - DOSP shall operate n pifl.Ijr fp-j-11tv Pnd 3h-ill nnt -1,ih.ject morn than I j ten pc Tr--cf)IL 0' h-- flat � 1-J-11a, si-,qr r- S h-T:rif) con,-_,ni_nm-, to ri�ini,hly o;, longer term parkirig usc by Uv, Parking Garage hpin hc-cul Oprn for hi.minczs with 11I1c qcnc-jil for <sj_x (6) 0.1 rc �t-r. sixty (60) d�-jy prri.nd prior to suet-) certification morc th-M tcn O'M") pr"17ccrit of rl.,ctz p'-Irk.,inn spaces remaincd unuscd durifYI pray busincss hours, DOSr he rntiticd to increase the perccnt<'nrl} Of pc-301)ittcd Cr tcrm,, parld-n-,j RRblicby an cqiu,<l to Ur. difference Jic1k_-4-,!ccjj th�2 actual Vacancy factor during pc;k business hours and ten UCT,10 percent. In no event, inay more than twenty-five (25%) of the parking spaces in the Parking Garage be subjected to monthly or lonoer term parking use by the general public. The Parking Rates shall also be established to yield maximum utilization of the Parking Garage and maximum profits from such utilization and shall follow sound budgetary practices. 5.03 f2222�2es. DOSP shall employ all on -site personnel required to fulfill its responsibilities heieunder and no officer, agent or employee of DOSP shall be deemed an employee of Developer for any reason wt-Qtsoever. All employees of DOSP at the Parking Garage shall be paid within ran.gcs establisNeed in thee yearly budge - Lqllprovcd b--,, thCilyIkll pro.spcctivemploysesof DOSP at the Pai,'-kin-) in-ludin" tl'yz' FC.1_3ity 1;ar-,Loer dfined), shall be by 2_�cenes ptol�,gr,:,Jph to '-..ccuracy Of their e,,iploymcnt _--ipplicaLion &nd irde" �rli ty 1suriodici,131.y, as 30 84-854 needed, re-examined by the polygraph expert to determine 1n.-nesty in the receipt and handling of cash, in the paymcnt nf expen-,r:.!7 Pnd In 11-J-v� prr:paration of required reports. Thr rxamination 5z sIhnll. 11-1- ;-1 - ,, .7jrhi F� ryn !;Q n n . to DOSP. 1111 enploynrs of MY AM- hr^ proi-ICTly MAMMA .gin ps In prcocnt a neat, clean and pAnfuse ionRl Pppenrance Pt all 11-Jim.-:P. All ontr-Ty ripolnyer-!; of DOSP shall punrli in ind out. on a rccoi.-dinq typc 1--imic r3nrk to [)^ instal.Trd at the Flarking Garpqc. DOSP shall provide a facility managcr (horrinbifore and hereinafter rKeTred to as UY! "Facility Annger"), Ho sl-nll_ thwe full-timc, on -site mangqcmcnt rcpresentqtivc of DOW, responsible for the �ompetent performance and N.Willmcnt of the responsibilities of DOW Linder this Agrcem,�nt. DOSP shall provido a Blanket Position Fidelity Pont in an amount-, of no loss than 1',10,000 for cacti employcic and a 4nand j,n 'Lh7 amount of not less than $100,000 for opployces responsible for handling daily Gross Revenucs. Devclopra: s�hall tic namcd as co- .jorc _ C) bl un-der such bonds and shall have the righlc to approvc thY fori'-,i and issuer of samc. The amount of such bonds shall bn subject to yearly incrcses based on changes in the CPI Index (as defined in tti,� Ground Lease). 5.04 jnjurie�. Each Party shall irftmediately notify the other of any injury to any person or loss or damage to any property in the Parking Garage and shall promptly furnish the other party with copies of reports in connection therewith, however, failure of Developer to so notify DOSP and provide DOW with reports shall not be an Event of Developer Default under this Agree-ment. 5.055 Duties zind Oblioations of DOSP. (A) DOSP shall be responsible for the proper �maintenance, repair and upkeep of th,Reven-,.je Control System (hereinafter d&fir,,.-,d), and of M interiors, including (t j.th-_,tA limitation) doors and windows, stainalls, elevators, electronic WrVuilianWe SYMM, the toll booths, signs. and grap-4Acs, IDOSP stia,11 bel responsible for th,.: W-,-triping - 31 - 64-8544 �Q 2 and re -striping of the Parking Garage. Routine preventive maintenance, repair and replacement shall be performed by DDSP at hours Of 10W traffic flow, when possible. (13) D 0 5 P II hn r e sr) n n s i 1-.) 1 e fnr. k1cepi.ng I : t � Parking Garage -1 T-rp i-Ne rnt)rpnc(, and exit areas, includ-i-no par1k.i.ng. exit toll. end V11)-_ offirc of DOSE' in tl P,)Tl-,.i-nri Garaae in a neat and cl.-Pn conditli-oin aL t1mr!s— (C) DOW sivill. be responsible for maintenance of landscaped areas associated with tih�i Parking Garage. (D) DOSP sh--ill opei.,atc the Parking Garage as a public parking i'icility open FoT with th-c general public on a first: come, first ser,,a basis (-,_xcrj)t vj.th .respcct_- to the permitted reserved parking spaces descrit.):--- in SCr11j.o;-j h�7rc;of) durin- L� L_ Z_ g all hours that the Bayside Specialty Center is open for �,Iith the general public. The term "Revcnu-n Control System", as used herein, shall refer to the mechanical and electronic equipment to control and record ontrances and exits Prom tho Parking Garage, including, but not limited to, loop detectors, treadles, gate arms, ticket dispensers, cash registers, fee indicators, and the like. 5.06 Commodities and Equipment. (A) DDSP shall provide all commodities and equipment authorized as part of the Budget, with title to same being vested in DDSP upon delivery or Installation at the Parking Garage. (B) If requested IDy Developer, DDSP sliall, provide necessary equipment, trained personnel and vehicles for b-2ttciy assistance, tire changing and djiftrcss services for vehicles parked in the, Parking Garage. DDSP may ch--,ti-pe, in addition to regular parking charges, reasonable fees, approved i i - i w, r,i. f �,g L; y 1) e v e I C),.-) e 1~ f C) r to�linl of vendclens all or off th- Parking Garage fcr melch,"nical pur,f)o-ses, cuCh lifues, _,Toll Lya included -in Gross 84-854 2 Revenues. All authorized charges for services shall be prominently displayed. The cost of maintaining this service will be reimbursable and the revenues shall be incl,t.,rdie-.d i_n rrnss Roven.res. t 5.07 ra_n i.nv r��,,^� ?n~i F ��.7r,r.is. As used i_n thi_ Agreement, the term "Gross Rrvnn 1-f,= it l.l. mn. ?n J)_ rnry ys, Gelid or pay l)1r. to DOSS for parx'.ng related rp r) and � nr -=vi_ccs renderrd by ()()qr' j_n 1;h^ nperati.on Of th' 1 a1.1<i..ne) of V-4-n'n or wil-r-_re, the zrrvi_c^s aI>n rrndc-rcd, whethor paid or. ern laid, Whth^r on =i ca h oa,- preauthnr .%rd credit, basis, however, 7ny sal -es t:?xes iniposcd by Taw di.)-rctl.y paid k y DOSP or t.h^ Gi.ty to a i; 1....l'] t3l_ i::i1771 i;,�, and any di.scount!� and allnvlances a_`> provided by procedures acceptrd -n�i a=pp,,ov.--o by DOSIP and Dr;vnl.oper, shall b,c excluded 'Clad -°from. Moneys payah.ie shaJ_l. i_nc:ludr, taut shall not: be limited to, any and all cashier shortages;, ovr.-Tao s, and undo rchargr:%. Dishinored check a ind uncollcctible credit card; cf � nrucs not bc includcd in Gross Rcvcnucs, provi.d-d that such check and credit card transactions were processed utilizing sound business procedures. As soon as practical, but no later than the next banking day following receipt of any Gross Revenues hereunder, DOSP shall. deposit said Gross Revenues with DOSP's depository bank, or its successor in an account of and to the credit of DOSP. DOSP sh311 on weekends, holidays or nights deposit Gross Revenues in a designated night: deposit vault. DOSP shall obtain insurance in a sufficient amount to cover loss of deposit until such time as the depository bunk certifies receipt of same. The cost of this insurance shall be a reinibursabl.e expenditure. All proccdu.e s shall be subject to revisions ba:.-ruu upon changes- in tha Chanter or Coc�2 of the City of Miami and must at a1). tirIes b-: in cix;'i Ali, arF:�e: with the 1.98-3 Drdinantie and the Series 0rdinv;rict2. C'ra:;s R'e ve r-tue:-s -zhaa 1 not b:-: I-' CLJri ty for ny d,, bt or lien otter than that of bondlaa,lde rs uriour tf'ie Series es (Drainance. 84-854 2 DOSP shall submit reports to Developer in such form as mutually agreeable. Such reports shall include, but not be limited to, the following: (1) Weekly activity and Gross Revenues summaries, to be reconciled to dRj.iy relpotts utilized by DOSP, (2) Month) y .1r t tvi 1-y nd G ra q r, Rrvcnucs st.rinaries and c e r t i f ir;l I-, i nr 1'; to h- rr(�nnrilrd to da.i,ly and weekly reports. (3) DOSP s1hal). s,,,j:Y ((,n) d,7,yf-, of tf-v- end of DOSP's fiscal year (0C')-Dt'-_r .1. Lo Seplrcmnbcr _30) obtain an annual examinatinn mocfc in accordi.nce with qrn^rally accepted auditing standnrds, and fa manaormcrit IC40-Ac'r prcpGa. d by an independent rcrtific-d puhlic acLouni:,int, licr-nscd in the State of 171.oridl anc.--i '1('CrP'Gnh)_c to Drvolop.-cr as to Gjrn_ss Revenues, Positive Cash Flo4v, Ncoative Cash Flow and reimbursable cxprn;es arising from operations under this Agreement-, prrpij.-rd in conformance ttith tlic American Institute of Certified Public Accountants rcquiremicnts for "Special Rcport's'. 1'1-f7 cost cf such reports shall be included as reimhurs:ablc costs. (4) Items 1-3 are to be signed by the preparer and countersigned by the Department Dircctor. If DOSP shall fail. to deliver to Developer or DOSP shall fail to deliver the annual report requirrl pursuant to subsection 5.07(3) hereof, or Developer shall give written notice Of its desire to audit th3 annual report, Developer shall have the, right to eitl-y3r conduct an audit itself or to employ an independent certified pulAir accountant to examine such books and records as may be nCcssayy to th--, of the annual report. DOSP shall promptly pay to th,,- cost of ;-ny audit performed by or for Developer, in the event Developer'-s-, au,,)'it vas in J.-icu of an annual report by DOSP, or if Developer audits ttv� annU21 1.'C'PQrt at its ovlm initiative zind demonstrates a discrepan-_,y of more th-sn three percent (",U) in the amount of Negative Cash Flow 0-ereinaf'Ler defirvc.,d). It rang such LuJit s11321 sh3a cin ovej)xayment of Negative Ca'_A) 'FIC'w by Duvelqper' DOSP sh,-11 pay Such ovleij)ayrient to Developer, and if such Ludit ,.A-cill revoal a liability on Developc-.4-s part, Developer stall 1-l"rot-liptly pay -,,u--h to DOSP. - '" 4 84-854 Developer shall provide DOSP withjCopies of all fi.narg_-ial statements and other financial information that Developer is requiried to provide to the City pursuant to t h, s. mxurld Lcacr'e of nn.: P and i7s:,vr�l.crpr r shnll h- permitted to audit. C-1-Mi_n-C.: > , ^� " a.rjd c.n-pv a11_ r_r rords r-e1-na t-Ino to r,o=-at .nns under th7.s fig-k erne prit.> r:i'; f7.'.i,r'Ic�j- nQ :irl;l], Y'03-k .I: I',(lu E' it: t:flr ?t:�il).EII_ tr r i L,; n nff J..f=cs of DOSP, ),Q0 N,(— TP)ird Str.cct, Miami, Florida, or at sur 'i p?1_act i.n Miami, Florida a nOSP may de si..canagt✓e pursuant to ttr terms h^r,eof. durin-a the term of this Agrcrmcnt and within two _ (2L years after the date of the termination of this Aq vicement. DOSP -:hall maintain, during the term of this Agreement, all books of account and records of Gross Rcvcnuos and expenditures, in conformance with generally accepted accounting principles, consistently applied. All source records of Gros: Rcvcnues, ,,Ii.ch sfvall include, but not be limited to. parking tickets, cash r.eaister tapes, shift reports, master reports, daily revenue reports, and the like, shall ba kept at all times within Dade County. Tviese records sf--all be maintained by DOSP for a period of at least7two 2) years following the close of the fiscal year. If requested by Developer, DOSP shall make available at DOSP's Administrative offices upon five (5) days written notice from Developer any original documents and records pertaining to the operation of the Parking Garage not required specifically by the terms of this Agreement. Annually, on a date to try mutually agreed to by DOSP and Developer, DOSP shall s! jk)m:jLt to Developer an &n nual budget (h2reinbal ore and hF4Iy_, nafter referred 1-o aL, "r[31u-gc.t"), on a f orms) mutuz lly agreca tile:, listing all anticipated reir;ibur.s:ablr: costs, including - type_-, quantities and Estimated costs, required during the subsequent fiscal year as defined by State tl-e - 35 - -85 costs of bonds and insurance, specifically required by this Agreement, and any expense for deductible loss sustained by DOSP. Developer shall review the Budget and have thr, right to approve I1-T or porl-innc, of the categories of Puripet DOSP may not submit a expenscs or in-ii.vid!"Al, J-1-MiS C-AM1,1if1^0 ill f-,1 pr I 1 !:1 1 () n 1pi �opncr-d Pj-1, .,n Iy7, ci,tv Crli—M cziich tjmr� as nevelooqr has app:rovorl T I ;,,I,fl pnv-l.npr7r it urmhlr to aarce on a. Budqct to be suknitted to th-, CiLy siihmil-tcd lo Arbitration pursuant. to th'LeTIMS. hcrrnf qnC.1 th^ fluidgrc,,- r, i rj ci i, I jpo, 1+v Arbil-rator shall be cl-flk-xmittrd U) th- CJ,ty Com-,-i-ssion In Pppj.-nv,)J,. The F rag )pc.37�-,I..cd n n t h- basj,r; of th- th-n exi.-ting Bpcn udgr` dif rr-oli-jtion of Arbil -rat P,1,)rJC) i)(J ;-,,pprnvJ ,- of the !7dr1j, bn ZU!)Jcf-t to th" a City Corp;,? ion, who -le- car ci s Ila 11 -•ha.11- h�- flinal. If th- City Co�,M ISSior-) 11 reject" such Budget, t.h. PaJ'k-ing Garogc 5h-311 be operat"'cd by DOLSFI on thr-, basis of tt-r_ pre\J,ouz, ycarl s Budget ,yjtij. such time as tl-r-, City Commission shall approve a revised Budget. The Budget must be in full conformance at all times with the requirements of the 1983 Ordinance and the Series Ordinance. All reports, expense invoices and the like, required by this Agreement shall be submitted in writing to the address of Developer set forth in Section 11.05 hereof. 5.08 Reimbursable Expenses. DDSP shall be reimbursed for reimbursable items set forth in the Budget and also for all other non -budgeted reasonable and prudent expenses of operation, maintenance and repair of the Parking Garage. Reimbursable expenses shall include, but not be limited to: salary and wages, fringe benr:f.,Lts including Social Security, group insurance, retirer-wu;-,t coCICs, etc. -Includinci overtime- vacationy sick time, accrued vacation and sick tizue clarnings. of DOSPI s' off icers and employees v,,orkling at the Parking Garage, including an allocable portion of such itefc,�s as they - 36 -' 84-854 relate to executive employees of DOSP in the proportion that the number of spaces in the Parking Garage bears to the aggregate number of spaces in the entire City parking f-11-1, tjtili4.y costs including but not limited to any r costs; all contractual 1,11ji1r) rlrv_�F_Ors, R.i,r conli,ti_nn��-Ts, qpraac equipment, and proprnlY qy Prirl and Z -1-) 4 y j.,r _Ju, Ing 'J compen�z,ati_on and oth-T�,; �-11! jir nt and rz K) r(TJI r"12 others; sll CMIPPUI-CT Operat-on,:z rn,%I-s II.n rilin g (,-'-,rPgc; Parking T Garage involving PaT'k_J.0UnICSSi.hc aTns n-01 or wilful misconduct cif DOSP: at-iditing costs. anti rq. uinn-i-n-t- f T�-o,ii IIJI-C-f Otfrr non-di-p,licativc cxpcncr not cn�njr-.-jtccj F;r Xjrs,3hje if such expenses are made under normal and prudent busincss practices. 5.010 Manaoement Fees and Rcimburscmient to DOSP. DOSP shall be entitled to an annual management fee (hereinafter referred to as the "Management (=ee") equal to the aggregate of (a) the greater of W three and one-half (3-1/2%) percent of Gross Revenues per annum or (ii) $75,000 per annum, (hereinafter referred to as the "Guaranteed Portion of the Management Fee"), plus (b) $60,000 per annum, which amount represents netrevenueslost to DOSP as a result of the replacement of the existing parking facilities at the Leased Premises by the Parking Garage (hereinafter referred to as the "Annual Compensation"). The Guaranteed Portion of the Mmnagcmlent Fee shall be paid to DOSP on a monthly basis f -1-01-1 Giro'_--.S. FcAferiucs. The Arri,,_131 Cofinensation portion of the Management Fee s1,h,-.0.1 b,---- paid to DOSP on a rx)nthly ba,_J!; ctily to tt-p--- extent that there have, F Siti Ve C;`sh 7 c for such month and only to the extet-A 1,11--t at SQfVI;= is p(,r�,dtt(!d to Al W Q Section 5.10 hereof. Annual Compensation shall be aCCrUed during any mnth for which there is no Positive Cash Flow or if Po5;itivc Cp.h Flow is distributed to Developer pursuant to Srctinn 5J0 Vv-reof -qnd 7,1-rill jh^ p;iyfible at such later time as acre is Po_JI-i-w- Cash Flow which c,;;n be uti-lized to pay same pursuant to Section 5.Y! On ;71 h7sis, DOSP shall submit to Developer an invoice (here- inafter refe)-r(-A 1-10 as the "Monthly Invoice") for all operating expenses incurred by N)SP i-n thc- nPnration of th-,; Parkin Car;;qc is sct forth an the Budget, as k--;cj,l R�= expenses not provicicd for in the Budget, UJI., whi,01 wore re�SOF-obly Prid pTildcritly expendcd by DOSfl,) in connccl-Jon %AJ.th its operatinn of IT,,, Parking Ganzgc, Thn Hnnthly Invoice slvil,], inILOO the aggre- gate of (1) tll-rz- -ictua), ope.3"ating cypcnses incurrcd dur.i.nq s,-,id njon'Uh, (,2--) three and on---l-n1f p�Y.rccnt-, of the Gross Rcvcnu^s for such rilnnth but in no event less than $61250, Which aIMMUnt 5112-11. eQUal. thC GUarantCCd FOrt.J.0,-1 of t he - Management Fee for such month, and (3) th2 debt service paid t,!ith i-c-r.)cct to tt-e Revenue Bonds for such month (1, 2 and .71 Oain-i called the 1114onthly Expenses") minus the Gross Revenue produced 1.11y thc Parking Garage during said month. Monthly debt service payme..nts si-oll include all reserve, accounts and funds rec ILired by the 1083 Qrdinnnre and the Series Ordinance. The Monthly Invoice shall be certified as true and correct by the Director of DDSP. If thc I-111orithly Invoice shall reveal that the Monthly Expenses shall have exceeded Gross Revenues for such month (the amount of such excess being here- inbefore and hereinafter referred to as "Negative Cash Flow"), the Negative Cash Flow shall be paJd by Developer to DOSP within twenty (20) days of the date of th,-� Invoice. 51-wDu7d Gross Revenues for any month exceed the Monthly Exp-,nsc�s (such excess beini, herenaf ter called I - g hereinl�r--f ore and "Positive cah Fjoo,") , sgamr-- ,t-,,all be paid to ID,--- ve lope r and/or DOSP pursuant to the provi--:ion5 of Sectiol, ;Q An initial amount equal to three months of budgeted reimbursable operating expenses shall be reserved from the p..oceeds of th- Revenu, Bonds for use as a reserve account for the payment by RX41P of r:ypcnses in the event that 0evr 1npr-r ctr,n nnt. to nOSF' as hereinafter cr. fc t, r:r if-;w,:jj N^ at i_�r,^ r_z ,; t=1n,,; ��; no'. yct due and payable. sc rr_h f rlry I i.n p�y nprra .i nq c.-prn sr. s shall be replaced .t. trr_,h i_j.rn^ ,s (-lore-f is pr=a_d hit ncvr?1-c,T),- � _ ~ the operation of F'a31-ina G?rioc- s;�?1.1 prnriuc_c Pos _t-i.vc C:4sh F'1.o.wr frr.r. 2ny four (4) con.�or-ut i'vc a 1_a. t-,_ci)s rem ins np in t:tr: reserve account .shall be withdrawn and transfcrrcd to th— Int€-nest and Sinking Fundy p rsuant to the 1983 Qrdinancc and t:he `:- ri.cr Ord`n=n^c. Dovclopca. h-_:� '.� r.i_c3174 to usr: such means as may be appropriate in the circ ,, st rn:lc ; to vc_.r..S_fy am�c.cnts cl_ai mcd on Monthly invoices. If any item of expense is di,=pul cc or c:rintc-sted by (.)cvcloper, Developer shnill suL nit 'Co DQSP a, statement, in n::, i_t.l rr sc t.ting forth this itkcros L�-_ing dis put,cd and the specific reasons th rcf orate . Developer sh:M not withr,old rci-imb-.irs anent for ,5disputed items of expense bujt rmust pay same__ aimed bat,t� parties shall then, in good faith, diligently pursue clarification and resolution of any disputed items within thirty (30) days of receipt of written notice sent by Developer. Should Developer and DQSP be unable to resolve any dispute arising from the provisions of this Article 5, the matter shall be submitted to Arbitration pursuant to Section 9.04 hereof. Should Developer prevail in any such Arbitration, Developer may set-off the amount of such arbitration awards against future: roirrbursern-2nt claims by DOSP. 5.10 f)irtributicn of Pos." give CD:sh Flow. (A) Until such time as the Revenue Bcndl' > have been redeemed, Positive Cash Flow M-oll bee distributed monthly, within twenty (20) days following the date of each Mop ctf-ly invoice, as follows: - 39 - 4-85 qwb (i) Positive Cash Flow earned during the first operational year of the Parking Garage shall be distributed: (a) first, to Annual_ C:omvensation payable to DOSP; (b) second, to Neoa„ti_vr Flow previously paid by Developer; and (c) the balancc. U �inT,, fifty percnnt. (rfl) to DOSP and fifty percent. (5cr�) I(-.0 (ii) Positive Cash Flow carncill r t,r3 no t !-n second operational, year of the Parking Garage shall be di 'Eri WIL--ed; (a) first, to Annual Com;7ensati,on accrued and unpaid to DOSP during the first operational year of t:.l-�e Parking Garage; (b) second, to Ncgati.vc Cash Flow previously paid by Developer in an amount not to cxcced the paid to DOSP in (ii.) (a) shove (c) third, fifty (511') pr ,-c:nt o+ t:h^ l,.al:,n,�r i.f any, to Annual i f i.PtJ ra 1:0 , N)SP (iLJTj_tlq th-C second VC,"IT, t.11 th—:' i _ i`a .E�'� a fJ' F-111 fifty i.:'i.!`C- (':?,.-1 Flow eit.i) .,' c fifty (' (, ,l ;,� i l r ++ ,,. i f 1'(_�C the full �.(T�_'�1�; si ('�. �t �. , � �,1 i!t .. �� i'i �;� t l ,_ t:t �u _ h-'-'r O r z re;,quired to distrj.b,Jtc to -hr, pa, ty t.h ", i t.-tll amount then due to it; an") (d) the balance, if any, fifty percent (50Z) to DOSP and fifty percent (SCP,a) to Developer. (iii) Positive Cash Flow earned during subsequent years of operation of the Parking Gara(�e sh<11 be distributed as follows: (a) first, to accrued end unpaid Annioal Co,'-Dpensr Lion payable to DOSP for previous years; (b) second, to Nco-ative Cash 1"110ds previously paid by Developer in an amount not to exceed the amount paid to DO -Si" pursuant to (iii)(a) above; - 40 - 8 - 54 (c) third, fifty OM) percent of the balance, if any, to Annual Com. pens ati.nn arcrtr!d and unn;nrid t.n GO=r dur..inq the current: r pnr.at:i.nnaa. year t1f t:h^ 16az't'ira r;-7.? anti fifty (50%) perCM)t: t1f t h--. 11 ai "IIIr^; 1-f ;2{�1��. t;f) �`!^r:1'? rash Flow previousIv rtairt f?:^Vrin?r t,,-) -0�. f eitt r fl lrt: ; ;i�aJ t not: rn7q ii.r full. fifty (Sr";) ( rvcr rit of S_31^ r, i^r, ;! i.r� r,_..ci� S.n i p)id the full arnot_Int. Uhr^n rfi lr� i.n jA the uniicnd rnr4:i_nn of siir'h I TC ri.ialI be distribut.,?d to t.h^ nl.h^r i7=irt-y S,n t.iPr ext.nn;: .rcquired to distr.brrt:c to i.t= rat:l�nr. i,art:y t,11 frri. amnt.rnS: tlx'n due to it; and (d) the balance, e, if any, fifty percent: (SCP;,) to DOSP and fifty percent (5M) to Developer. 5.11 Insurance. Upon the opening of the Parking Gar.aoc for. business, QOSP shall maintain the following insurancc dt_rri_np the tr:r_ , of t:l> s Agreement: (A) Compreh--nsivc General Liability (i.n,^7.udinc Contractual Liability) in i_irnits not: less than $5,000,000 per occurrcrr,.c for [bodily Injury and Property Damapc; (0) Garaac Liability in the same limits as (A) above, including Automobile l.n ;t.F t r?: e Hazard I; (C) C-aragekeepers Legal Liability with limits not less than $5,0OO,000 per occurrence plus an excess coverage policy in an amount of not less than $10,000,000. This policy shall be endorsed to name the City and Developer as additional insure c5s, (0) Theft Cnveragc- covering employee fidelity, inside or outside loss and burglary v.ith a limit of not less than $100,000 per occurrence. 440. (E) Worker's Compensation as required by Florida Statutes, Chapter (F) Flood Insurance in an amount satisfactory to DOSP and Developer. (G) Business Interruption Insurance covering loss of Gross Revenues for a period of at least two (2) years. — 41 — 84-854 & el (H) Insurance on the Parking Garage against All Risks of physical loss or damage, including the expense of removal of rj-h-ris of such property damage by an insured peril. Such policy sh:.0-1, hr� for rr-placr-mcnt costs". Whenevea,, stint) policy shill be (ILVI to b!- rrnm,7.^rj, DO"P !�hnljirlvj--r� FiJ , . ) er I Zrnf0 p of the pTnpn-,-d 3.-cr)-o-',il im.-,.iint n'i wJI-J-1in "P. rl--ys, of 11,11)- rcn�wal date. If Dcvcjo:)r;,- shall. rr�qtli,To a ;4r-notini-, DO';P ohl-.;lin sam The J.n-(11 -4nr---- cowiraor rcqij,rr'd shill inc luide- fAiosc, cl;71.57�sifications as listed in 51-.--)nr-1aT(-9 (_-Jabi.1-r1-ty Insurance Hlaninls, W110i most nearly reflect the operaltion:, of DOS". All in,%1,17,111r-o polic',-es and Surety Bonds 3.,cqui-Tcd pursuiant, to this Agrccm^nt b-, i-ssucd by com,,-)anics aut.horized to cJj business tinder the laws of the Stato of Florida, with the following qualifications as to management and 'Financial strcngth: The Comm -)any must be no less than "All as to general policy h3ldhc j-' s rating and no less than Class 11X" as to financial rating, in accordance i,ldth the latest edition of Best's Key Rating Guide, published by A.M. Best Company, Inc. DOSP shall furnish Certificates of Insurance with the City and Developer named as aldd-Ltional insureds to the extent possible for the coverages specified Fier yin prior to the comencement of operations hereunder and throughout the tei7m -tf this Agreement, which certifficates S11311 clearly indicate thal", DO-`P ham o:j,-in,---d insurance in the type, amount and classification a�sl -(jn,-jirc-d for strict co-1Pliance 4viLh thd- 1jrt-cle , and ttiat no material or can--ellation of the- insurance shall be- effective without thirty (30) days prior written notice to the City and Developer. - 42 - 84-854 DOSP shall furnish certificates evidencing renewal or replacement of required insurance coverages, sixty (60) days prior to expiration or cancella- tion. The amounts of coverage required to be obtained hy IN)SP hereunder shall be adjusted pursuant to changes in the CPJ, Tndcx nvcry fi.vr yr.artz. I All insuT.-anrr provided for in AaT.Ccmmcnll- sh,311 be primary nr.)n-cnWk-. j-j. I'll ito;-v and in ;i0dit-Jon to nl-h�r insurance carriercl by cilk-Ain-r FJI-.1-r-r. pa:FILY May affcrt any J-nSLJ-,,in,,:c coverage irefd of JA hr.-rci-jrlder by th,y k-m zr of blankc,' insuranr-r p-olicirs oxisting in fzl-oll discrimi- Dcve)-oPr--)- no;- MS! natc/gain: t. any (--rTr-.)Ioyec OT �PID)JcPflt f()J7 CInploym-nt, to be cmiployrd in the U sex or physical handicap performance of this AOI-ccfnir�nt- vii-th )-cf-,Prcl-L. 1-0 29C, (except �,vhoTc 1)[—C(J on a, h:)n?.fj-(JC ()C.C-LJf)2ILJo,-.3I qualification), or because of race, color, I.T.1-igion, n;itionl-1,7.1. o-1,-ioin or anccstry. DOSPt for itself and its successors in interest, as a part of the consideration hereof,�,nd Developer, for__ ilt s e _1f anA_its _—"= snz—S--in- interest, as a part of the consideration hereof—h,,areby covenant and agree that no person on the grounds of age, sex or physical handicap (except where based on a bonafide occupation.-31 qjalifical-lJon), 7acc, color, sex or national F K origin shall be exclu�ed fro,,;-, [):.-tJ ci Far;,I-JinGa--rane, denied the benefits of the Parking Gparacje, or Lc, stA.-,)jcctcd' to discrijnlnall-ion in ICA-re use of the parking Garage. (2) and, thlat do thl- furnishing of services f�2rein, no person on ground of age, �.ex or physical t-vandicap (except Fd)�i:e based on a bonafide occupation it q;LJ,,-3IifiCaII'iOrI), race, color, s e Y c) national origin shall be, excluded from, participation in the Parking Garage, de-nied the benefits of the Parking Garage, or be otherwise subjected to discrimination. - 43 - r.IWT#CM] 5.13 Miami Grand Prix. Developer and tip shall, abide t)y the agree- ment between the C It.y ;:,no t91=i Grand PT j.x, cripy or 4 t�t_cf� �.�; nn v�ycd to the Ground Lean R a . z F-7-I),.f7i.t. .� 'Ind are � 1 ter t.r � _'� !11 (,�rt.._tai.� %?i �(� �(1r.I,.. if '-.i.�f,,i�:- F �.1?-1:c-:i_fi (1f,1E�.' � car .,re naft_rr. - ., .:yt-)r,,.:f Oi^,7f`."9 flt—i or c: 11`)d I_n Grand Prix Aprc-c—,m ;fit ") lnd t`rt. Cf�n 1^ �' �,,...} t1r ,,. R -: ; r,I_,._ �._ �, r,._, Div 'r er `an t S, Inc., J,tr. Pnii a� ,,.f jn- a D^vc opeA � ,^r zl .c^1. ,\t arn:' .,� (i gin_, and approve ta _ c.i.n� _ct to P:_ vei e;n,7--,_ and the general i111b1.1c for. -in a.nntaa7i. perf.o(1 no;; 'vo Q-ceed fS_ve (5) days for tad('_ 1.1S0- of th0 paYkiD.t'rllCt[.11.- ]_11_ C0illl( C J_On t•]j_tb. t_]1C Miami Grand Prix upon payment to D©SP by 2s1a.7-ii Motor Sports, Inc. of Five 'ihoil and ($5, O00.) Dollars for f _i-vc days each year for five years, with the amount of such payment being negotiable after five years. ARTICLE VI REMEDIES 6.O1 Events of Default - Develop. The following events are hereby defined as "Events of Developer'; D foult" (a) Failure M• raymr_nt of t''L'q��i.ive Cash Flow. Failure of Developer to pay any Negative f-t.r:,,; — h2rrJII pi'(W.i.ded or required, when due and the continuance of 5uz li f r 1 ts1 C.: for C-1 pf:,ricid of tcn (10) days after same is due. In the ev nt tih--,t c::ny payrr,-ant: of Neo ti.vc Cash Flow is not paid to DOSP on the date s�me f:I comes dui and payable, Developer covenants and agrees to pay to DCJSP interest on thw amount thereof from thFe date such payment became due and payable to flea date of payment th,-reof, at the rate of 18% per annum (hereintafter referred to as tt:,- "DeafUjlt Rate"). b Failure - Perfarmanue of 0 - h� r Cov n anti, Etc. Failure of Developer to perform any of tt,W cth.4r covenli;n s, conditions and agreements which are to be perfoluilud by Developers in tf-as la x~e e.l,Ie:nt or the Construction E U Contract or failure to perform any of the other covenants, conditions and agreements in the Ground Lease, and the continuance of sir-1) for a .) - e period of sixty (60) dayr; of ter. not-kc th�77rnf l,n f -i-xi, w?sr to Developer nnticr, !:Zprc(J-fy '111- J) Pfl`P r.nnt-r--nd7, that Developc r t )�)s f �� ilr-�d t'n p r- I-- rl o T-m any suc 11 covicnin i� 7, cnn� f U Eons and agrecimc:nts.), -,urh default wrl- not- cmjr=ed n)- by Dcveloper and cannnt'. hc ctn-,,:sixty ((-,O) days ind th- PnYr-lo-p-x, vi-j-1110.n snid sixty (60) day poripd 7;h:7 J.J. h,--ivc, com-m--nced and IJ-r.3--cnftcr -h-03, h,,-vo continued diligently to prosecute, all actions nccesf.,,ary --o care 5t-ilch dr-fault. I 0 -1 lt. IPn " Cvent: of Developer's 0.02 Remrdlr-�', lor DcvPj-m0r, r , wt C hc - p I.- . .-d Default St-03-1. OCCUT. D[)SP, to " , ftj.l,],c-t extent cmi fly 12vi shall have rjaht to pursur, rcfPcdic7,: t.h-1 right- Ila maintain any and all actions, at law or suits in equity or otter p-lol-.1er F,37occcdings against Developer to obtain damages resulting from such dcflault; (ii) the right to maintain any and all actions at law or suits in equity or other proper proceedings against The Rouse Company of COILr.,bia, Maryland with respect to the guarantee agreements executed by The Rouse Company of Columbia, Maryland pursuant to the terms of this Agreement; (iii) if such Event of Developer's Default shall have occurred as a result ojthe failure- of Developer to pay money to DOSP pursuant to the terms hereof, tha right to pay such money to itself plus interest thereon calculated z.t the Deflult Rate froth the date saild rTonic s. aiere duc to the date actually paid from, future 1)(aymE-fits of Fosi.tive Cash Flow ot[-e-r.qise due and pay�ble to Fieve-lop er until such'tijrie Es all of said r-noney together with inture,,A Uv,�ieon calculated at tic- Default Rate shall have bcen paid in full to DKOSID; end - 45 - 64-854 9 (iv) if an Event of Developer's Defaults shall. occur as a result of Developer's failure to complete the Parking Garage pursuant to its - _t obligations to do so as set forth in this Rgrecm—nt- an 'Ehe Const'Tur—ti_on r Contract of �.rr t;f,:^ xpi rai:i,c?n of any arp1_i r �hlr CJ;.r : (nr nr; , no _' shall -� t notify of f:r,J r,t,i., , r'r r 1_ar,ri n; i_�; (� t *- ant of Develops },' n;-; <t(J.i. anr.f r h= 1 i. firm'-fir-1 th"11 T tr^ Rnti:-P. 1:cx�pr ny Of Col r.mil bia, — Maryland couplrtc t.h-- Paj-,;i_ng �7z;�ge psi ' tiani.; t.c� ih� C�_�ar�=Wiry of Ca-npleti.on. If The Rnu c Com;1any of CoJt?�t)i.�p 111)a,-k-jTPnd shall. fail to , either (a) crn;�J.ct:� ihr Parki.rng G_'raca^. 0T (�i) c�t?m��n �c ��ozlc� on '.he complet.:i_on of t h- Parkin a Gar.aor Fnd, b^ d.J) 7 aceri'1.1y pr.nsccnL.-ina amc within - ninety(;'0) cJ yr ai ice. the r�a.tc Of r! ,� r �i c:c> DDSP sh?1J_ f S vc the right in addition to of it5 ot:hr r-cry^di.c s hcrci.n cl- f arl.h I o r nter upon t f the Garage -� n(i (;f';�).J-Ctc t:tl^: Con.yi.ri_Ict:lOn of the f'ari;i_nCl Garage for the ace{.�ur�t: 0-vc.10-)ea:. If DO�:,r' ~h.11 so complete thc Parking Garage, - Develop cr : hl-" J. 1 �c l.i.,.ble to DOSP for the aggregate costs of completing same plus all damages suffered by DDSP in connection the rewith less the actual amount of Revenue Bond proceeds made available to DDSP to pay the , cost of coupleting th�-- Parking Garage (hereinafter referred to as the "Developer Construction Liabilities"). All Developer Construction Liabilities shall bear interest at the Default Rate from the date incurred =' until the date paid to DDSP. DDSP may pay itself the total of Developer L j Construction Liabilities plus interest thereon from future Positive Cash Flow otherwisc payable to Developer until such time as Developer Construction Liabilities hive been fully paid to DOSP. An uncured Event —s of Developer's Default hereunder shall constitute an Event of Developer's Default under the Ground L.case. 84--854 -46- 6.03 Events of Default - DOSP. (a) Events of Default. The failure of DOSP to pay any monies due Developer within ten (10) rlay!; after same is due or to, perform any of the covenants, (,n!)di,I1-Jnn7, any of thi.,, ACJITC.r",mr:,nij. or tt� Construction ContrRci-- V11hiCh 9TC 40 h- -,) ., )nri j)v nnsr ,)nd -11hr, cr ntiro,.rinrc of s!,ich fillure for a ()--Tlnfl of sj,x-ty (JtYs I-10'Ace from nnvicloper to DOSP (v-!h-ich nni-J-cr-, sijInji �-,pccjfy tjj^ rr-31poct�-- in whirh D-Ncl.oper contends that DDSP fl;aUcd t10 perflnTim -,ny of rur-h covonpni.I., condilions, and agrccmcnts) and un1cf," slich ciefault be onc vli.5-ch c;�nnnt 13-- cured vlj,thin Sixty (6f)) (.];-ly-) and DOSE i,-J,thj.n such siXty (60) day pc -rind sf-rill- h-1ve cni-i)mcn:c(--d and thereaftej, continue, diligently to prosrcute 01 ;�ctiorls nccr,^saj-y to cure such dcfaults. M Rcmedies for DOSP's DcfMil". If an Evrnt of DOSPIs Default il-I-L shall occur, Devoloper, to the fulls.: �t' (.,x'L-.cnl- permitted by law, shall have the right to PL-IrSL-IC any or iall of the follorJ-ng remedies: the right to a writ of mandamus, injunction or other similar relief, available to it Linder Florida law against DOSP (including any or all of the members of its governing body, and its officers, agents or representatives); (ii) 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; (iii) if an Event of DOSP Default shall occur as a result of DOSPIs failure to pay any money owed to Developer by DOSP after the expiration of any applicable grace period pursuant to the terms hereof, Developer shall be entitled to a preferEntial distrd-blit-ion of Positive Cash Flow and Management Fee otherwise distributable to DOSP equal to the - 47 - 861-854 9 *1 amount of such money plus interest thereon calculated a tj,je Default Rate from the date such money became due and payable until. the date actually paid to Developer; anti (i,V) sjjaJj aqIca7 that: t in vent of nOSP's I -- -) - — -f -; Nq c-,, properly shall have n�-,currcfl nS '@ result; Or DfOrF"s f'PUIT-r to - v riiiint crvincc. and rep,)ir ohl-i-gall-i-ow; i: lv-�rci,n ;ct forth and DOSP sN21,1 di.sagirce wilth DrVCIOPrY With T'C'zF--Ccl' to �nnj.c7 Vh^ w;.tcr shall be submittrd to arIhl,raEjo rpLjr-,,u@ot -1c to tj J-6n7molIf Dr-veloper shall prcvail. 5-n arch arbi.t7ation procccdings or if f-)OSf' shIIJ ?.,grce in % ),iing thatsuch -.Vcnt of pnS! L 1),js occurTcd, D,cw7-loper may, if such Event Of Devc1oprr1s Dcfault j.!; not cured after tho cxpira'Jon of ten (10) days, from th2 date 'Lh�it 'k.lic arbitm.,tor's sh-,0J. 1-ovc hc-COMC final or '-J)-3t DOSP shall have agreed in wrilk-Ang that an Evcnt- of POSP's Default skill have, occL'Trcd, cn1k-.cr upon tl-c Parking Garage and cure, such Event of D0511's Default: for thc, account: of DOSP. All reasonable costs and expenses incurred by Developer tog -ether wit-h interest thereon at the Default Rate shall be paid to Developer by DOSP and Developer shall be entitled to receive the amount theare-of from preferential disbursements future payments of Positive Cash Flow otherwise payable to DOSP. If DOSP shall object to 'Lhz, r.,mDunt of such costs and expenses, the matter shall be resolved [.->,Y air-b-1.11-3.'aticii pursuant to the teams hereof and no payments from Positive C<�,-•h Flovshall be withheld from DOSP until such time as the arbitration is finally resolved. Developer sh3il not be permitted to terin,inate this Agreement or the Guarantees of Thw Rouse ComPany if an Everic of DDSP- Default shall occur. Developer hereby specifically agrees and acknowlebges that this Agreei-itent and the performance by DOSP and/or the City of all of their respective oblinations 9 1* hereunder are governed by the 1983 Ordinance and the Series Ordinance, that neither Developer nor the City shall be held to be it) f.Pf.-)1;11 hereunder if the performance of any nhIMMon of DOSP % tho My ParawwMY would be in violation of the MI NdIn=r nT UY QrJr:!; and that no remedy provider! Wr hormuMar M 0cvMrper Rh-,)11 hn I:fi Drarloper if the enforcement oaf stah TcmnT would n-c J-r- City to vin.Intr the 1983 Ordinance or Lhr� ST7-rJk-cs 6.OA Mavoirkbic y1yK. F-or th, fptjqins^ of any of th^ prnti,J.sions of this Agrcrrin7nt and th? Cbnr -A--;-u(�tinn Contiact, nnithqr. th2 City, DDSP nor ns th2 casc mqy W, nor any successor in interest, shall be considered in hrcpch of or in dcf,ult in any of its ot)liq:itions, J,nc)uding but not limit.ed to the begirviing and crmpiction of construction of tip: Parking Garage, or prcgrc-;s in rr.sprct th-=to, in the event of tjnavoidablc delay in tt-v--- performance of such obligations dLYto dclay, duc to strikcs, lockouts, acts of God, inability to obtain labor or materials due to govcrnm2ntal restrictions, delays caused by changes in applicable building coJcs, crr2my action, civil commotion, fire, unavoidable casualty or other similar causes beyond the reasonable control of a party (not including such party's insolvency of financial condition), it being the purpose and intent of this paragraph that in the event of the occurrence of any such unavoidable delays the time or times for the performance of the covenants, provisions and agreements of this Agreement and/or the Construction Contract shall be extended for the period of unavoidable delay; provided, however, that the party seeking the banefit of the provisions of this Section shall, within fifteen (15) days of su_-h pa:.-q shill have bccrume aware of such Unavoidable delay, give notice to the other party thereof in writing of the cause or causes tf-e-reof and the time belayed. - 49 - 84-854 - hi-, 6.05 Obli ations, Rights and Remedies "gilative. The rights and remedies of the parties to this Agreement, wh�-thcr provided by law or by this --rrr n by either party of any one or Agreement, sha.11, he rumill;?f-v -ie. and tj);� P J.!7 more of such :T exF se by it, at the same or M ef aijlt or breach or differeni. of Pily J-rr p, -y. fnT into nth-r oy of a n y o _mr Jir -Pei y I--9 ot irt, No -i nc r-. m--inn-,r nr tim,� waivcT niadc by ril- -7 P'rl T11 P71T Tip - of any ohlipation of til? o I ic. r Party or :any r-ondilJon to it. own -ic-id-rrd a r), nmy riohits of oblia-ation t_incic�r. thif; AaT-c,- m, o-nt steal 1, hr cn; to the particu).�)T ohli_(], tionn of the maki.nq t h- waik,VCT t.,J.th Tr. �,Pcct 7a other party or condition to its o-.r,n ohl-Jon-Jon L,:!yor)d v-,,;ivcd C 1- L and to th.,D oxtent tf-,-reof, or a viaivcr in any rc!�'pect iti xcq@Td to any otter rights of the party making the waiver or in regard to any obligation of the other party. ARTICLE VII PROTECTION AGAINST MECHANICS' LIENS AND OTHER CLAIMS, INDEMNIFICATION 7.01 Mechanics' Liens and E2,Ln_e -_,..Of 00liclations. (a) Developer to Dischame Unless DOSP and the City grant Developer a right. of cntr-y in ordur to corn-nerr-c demolition of the -e Parking Garage on the Garage existing improvements and con L of ti Parcel, Developer shall not be qiven possession of the Leased Premises or authorized to begin construction thereon prior to the recording of the Ground Lease and prior to Possession Date (-as defined in the Ground Lease) so as not to subject the fee interest of the City to mechanics' liens. if any su-ch mechanics' liens shall at any time be filed against the Leased Premises, - 50 - 84-854 Developer shall promptly take and diligently prosecute 1ppropriate action to have the same discharged or to contest -in gond faith tl-n, ;;mount or validity thereof and if unsuccessful. in -,ijch to h,--;,vr7 thc -,-ime discharged. Upon Developer' s f;!Ji11 11j nTIge DOSPt in -14vG addition to nits nth-^f right- n- T^-PCd 'V JJ 1—w I-,.-;vl7, n,2\ ';*r- stich Potion as may shall pay any:,�mr,,itfnt, piid fey Onw in such ne'l-Ann. ind reasonable legal and nth,.J: cots and cxprn,:-!s incurred by DOSP in conncction ':herewith (including (-- o t i n s -c I fees, court costs and o t t-e r necessary Utsburscments) upon dc,--iiand by DOSP. (b) Pavmcnt of H,ij,:rialmcn and Suppliers. Developer shall make, or cause to be mad'c, pro-fp1l, payment: of all money due and legally owing to all persons dnin_i �lny k,:ork, or) to ;ub--ontractors in conncction i,,,rith the development, cons taicti.on, cquipml-:nt, rcpii-7, or reconstruction of thc Parkinig Garage. Nothing in this, suI:,-,-)araq,-aph (b) shall, limit the .right of DeN"cloper to contest, in goDd faith, by legpl proceedings or otlyarwise, vdieth;ar any amount claimed or alleged to be due and owing to any such person is legally due and owing and to withhold paymc-nt of such amounts pending resolution of such dispute provided that tt,* City shall be satisfied that such contest and withholding i,,ill nDt jeopardize its fee title to the Leased Premises. 7.02 indemnity. Notwithstanding any policy or policies of insurance required of Developer (c,;,xcept v,,ith respect to those matters set 'forth in Section 2.05 hereof), Developer shall incIcrrinily and save harmless DOSP from and against any nand all actions, claims or demands, suits at law, in equity or before admi.nistrative tribuncals-, due to tt�a negligenC-c of Developer, its agents, servants, e,,iployees or con+k-.r<-:..ctors '-;rising out of tha u,e or occupancy of the Garage Parcel by such persons. Developer shall Oefend any and all such - 51 - 84--854 actions, claims, demands or suits on behalf of DOSP at Developer's sole cost i and expense. Notwithstanding any policy or policies of insurance r_egt.aired of DOSP, DDSP shall i.ndcmni.fy )nrt cave ttarml.eGs nevei_oper from and against any and 23_1 c-J a i m = n : n" law. in crr fi.t,y or hefore administrative +t a1.� t'?ir f.0 thn F-I-i lip �,_r r', [),7 e ii �q_..n _ s s'rsla.nt_59 FTdI nyf .54 or ri contract: -s 7 rr,� nt (i: n i,i7^ t ��r n-f ncct t )fin` y of tip Ppx-kind G,3ra(7^ by Such persons. M:l_ P rdvall ricf cnd any and allact:i.on, claims, demands or suits on be if of Devclopc;r at: DOSP's sole cost and expense. ARTICLE VIX I 114SURANCE PROCEEDS 8.01 Proof of Loss. Whencvcr the Parking Garage, or any par", thereof, (including any personal property furnished or installed in the premises) shall have been damaged, or ncst:mycd, DDSP shall promptly make proof of loss in accordance with the toms of tl-- insuran.— - policies and shall proceed promptly to collect or cause to be collected, all vailid claims which may have arisen against insurers or others based upon any such damage or destruction. DDSP shall proaptly give Developer written notice of such damage or destruction. DOSP shall apply the net proceeds of insurance policies actually received by DDSP to the prompt repair or restoration of the damage to the Parking Garage and restore the Parkl.ng Garage to ttie- same condition as immediately prior to the damage and destruction in the event of total destruction to the extent of the available insurance procceeds with DOSP and Developer El-karina equally in the cost of restoration in excess of the available insurc-Mce proccc0s. 8.02 Favment of Insurance Proceeds. All sums payable for loss and damage arising out of the casualties covered by the property insurance 52 '. policies shall be payable pursuant to the provisions of Section 710 of the 1983 Ordinance and the Series Ordinance. ARTICLE IX CONDEMNATION 9.01 Entire Parking Garage Taken by Condemnation. In the event that the whole of the Parking GRr-aac. (or si-ich portion as in the good faith opinion of DOSP and in �ccnroan,-,c ',Jth U-1C p-TOVMIJ.M)_ of tip^ 1'983 Ordin-in.-r- and the Series 0 j-, I i n;-- nc- s I-1--i 13. T., c n d r-, T" cc: r) 1),)m, i c al I I -y unf (7,3 s J. 1, r to effect I�:SUJ'Fa'tJon thc-7-0,I) elh?ll b- 'i-,*,c-n for nny ptibl-ic or pujpo�,c by the exercisc of 1--h- of rmi-MI-nt, domaj,n, or. shc)11- I)c con vcfrd 11v K)'�"P to avoid p roc c c d ngi s of L, sac.' i t [1),onirs (it j- 7z(jd ovj - t f j,- o -m (,,7� c I i p< ty to the other pursi..iant. '..o this Ac,17-ccm�,nl' sft. ll. be prorated and pr,,j,d to 11-1-r- date of such tca�kj-ni or L-.hi- A,,,)r-crn--nt shall terminate and become null and void i s of th-d;'ILC of su,21) taking or conveyance. The award or awards of damages allowed sh:ill be paid pursuant to the provisions of Section 710 of the 1983 Ordinance and the Series Ordinan--e. 9.02 Partial Taking of Parking Garaoe by Condemnation. (a) In the event that less than all of the Parking Garage shall be taken for any public u,:c or purpose by the exercise of the power of eminent domain, or shall be conveyed by DOSP to avoid proceedings of such taking, and DOSP shall be of thr-: g000 f it#t opinion that it is economically feasible to effect restoration t1-ir3reol" and that such restoration is permitted pursuant to the 1983 Ordinance, --nd th�--- Se, rie�, Ordinance, this A;3zeement and all the covenants, Tino' provisionis b-- c;nd r u i n in full force and effect as to all of the Parking Garage not so taken or convuyed. DOSP shall to the extent condemnation proceeds are, rlade ava-JlZble to it -4 53 - 11 El pursuant to the 1983 Ordinance and the Series Ordinance, remodel, repair and restore the Parking Garage so that it will be cnmpaTihle to the Parking Garage prior to the cond17!mnitJ-nn, taki-no int,r) ronr1dTqtJon 1"hon fact of the condemnatinn: p7,,nvj.r1-,(L in cn vinin DT"' sh.411 not be required to cx,nnnd m.oTe Lhn nrnniinf- of olny Alt-h award by DOSP, less all, :-, and (including incluTred in the col. leci-Jon of �;Pqv-. Thn award or awards of damaocs shall he p;31d Pursuant to tl-r- pj.-nvi-rion� of Srctlion 710 of the 1983 Ordinance and the Series OrdinRnce. 9.03 -T,*inn for TcT,?oE21 y Use. If, by the exercise of the power of eminent: domain, or undcr threat the-rcof, , the whole or any part of the Parking Garacic shall be taken for temporary use all awards or otter paym2nts shall be paid pursuant. to provi-sions of Section 710 of the 1983 Ordinance and the Series Ordinnncc. 51 .04 ATInitration. A panel of arbitrators ("Arbitration Panel") shall be establi.shzd when required by this Agreement. (i) The appointments to the panel shall be made in the following manner: (a) DOSP shall name one member; (b) Developer shall name one member; and (c) The aforesaid members shall promptly name a third member. (ii) Every member of the Arbitration Panel must be an Arbitrator approved by the American Arbitration Association. (iii) If either party shall fail to designate a member within fifteen (15) days of a v-,,rittc-n request so to do by the other party, then such othe;.- p.-,(rty ri,,;;-y requ-'st thy, President of tlir� Florida Chnipter of the American Arbitration Association to designate a member, v.!ho wtien so designated shall act in the same mianrier as if he had been the member 54 - 84-854 designated by the party so failing to des.iqn;-;trc an ;;rhitra.tor. If the two members are unable to agree upon R third r-ni.h,7 -r (in) cjay�, fro the last date of dr`si.qrnatioin, riimll by the President. of 1-h- Fllirvirj�l' f.h-vil_.cr ni fh)r1;rjjr.,7j(:qn Arbif-,T,-ation Association, upon the requt o 'I Q il- 41 . I i- r; r.ml rs (iv) AT), ac-A-loncz. -Ind Orcisions of Lthec Arbitration Panel st-vill. h,-, conrhjrl:(d. tr_)on and in i-ccordnnce with tf-r- Commercial Rules of th- Am--rican Arbit'rat-i.on In 0-termining any matter before thorn, th-_ ATI)J.'Lrat.lon Pan-1 sihill apply tiic tr,3_nis of this Agreement, and slv�ll not havlo t-lic power to vary, modify or reform any tems or of th^ Aqr,-cfrc_nt in any rcsper_A-_ Th.,— Arbitration Panel shall ifford a hn2-rin:j to nOSF-' and to the Dcvc1oper and the right to submit evidenc-c th-_ privile.ce of crop sexamination on the question at issue. All arbitration hearings shall_ by hold at a place designated by the Arbitration Panel in Dade County, Florida. (v) A hearing shall be coFnanced within sixty (60) days following the selection of the last of the three arbitrators. A court reporter shall make a transcript of the hearing. The parties and the Arbitration Panel shall use tt-i best efforts to conclude the hearing their be within ten days. The parties shall be entitled to sus discovery as they may agree, or as determined by the Arbitration Panel. The Arbitration Panel shall have the right to question witnesses at the hearing, but not to call witnesses. ThY- Arbitration Pan --I may grant continuan-ces for good cause or vd *th thr'- agrecmont of both partic,,s. The Arbitration Panel (nay rende- a decis-ion at thle close ofth"v or may reqi �-s t briefs on such br*' efs inclucling re -ply briefs, Shall any or all issue-s- Any arid L be filed with tf-�a turrris- and or) tha :,cl'c-dule set by the Arbitration Panel, - 55 - 84-854 but in any event no later than forty-five (45) days following the commencement of the hearing. The Arbitration Panel shall render a determination within sixty (60) nays from tltc cnncl_ta si_on of tt-r hearing. If nC' deter.rrin= 11--lon z.s r•cndn _rcl L i_f:hi.n Stich t.in- tiriir!7 thc pa,.fiies agree otherw sr. a r -w abovet but the (T'; PA71)i_i z. _, is r,r_i `' ,n^l. sh:ll.l_ r.rnri^r. a rir i:r�:rni.n,� :i.n't .r.ol.r?.y upon review of th^ Tcco�T(J of th^ h^ari.no ;I NO Thy nrt�itrati nn Panel scicctrd hcrcuncdrr sh�l_i,. -Igree to observe the Co , -I!_-, of Etlttr:s for /tr_hitratf)r .n C.omnii.eTcda 1. Disputes promulgate0 b m- t.t1" Aric.ran Arht_ :7'a main a0^J.� t ].On nd, t:h" Aiiic-rican Bar Association, ox nnv r:odc_, Th^ cdcc ..-,on of a m�,JoritY with respect to any ) r;fr=cd t*n it undcT thi.:r (ogre mcnit. be final, binding and concl ur ilvr nn and Devel.oper and enforccabl e, in any court of corE�ctcni. juTisc i.ct:ion, Tt0gcthcr wa.th tttr determination, the Arbitra :i.rnn P<>n�1. provide a written explanation of the basis for the determination. Each party shall pay the fees and expenses of the member of the Arbitr<<,tion Panel designated by such party, such party°s counsel and witness fees, and one-half (1/2) of all expenses of the third member of the Arbitration Panel. ARTICLE X RIGHTS OF OCCUPANCY A14D ACCESS; MAINTENANCE, OWN,RStiIP OF ZF;PROVEMENTS 10.01 Waste. DOSP shall not peradil-, commit or suffer waste or itrpairment of the Parking Garagr or any part t:t-�_re:of. . I0.02 M,,. intenv nce�nd OPeration of Parking Garin. DOSP shall at all times keep the Parking Garage and all furnishings located therein in good and - 56 - 84-85 4 safe cordition and repair (reasonable wear and tp;;r ryi er il -d) and in the occupancy, maintenance and operation nf tip Parking Cara c, shall comply with -n 1-�- --n Manti,�J. wj."h Tesprict I Pa the Operation ;�nd --TkJnq Giraqe to be developrd iry sh.;11, have a YiQht to amend the Operating ind Hilntrn,-inrr� with Developer's prior written approval which i shall not be unreasonably withheld. ARTICLE XI MISCELLANEOUS PROVISIONS 11.01 No Partnership orJ--ij.nt Venture. It is mutually understood and _. agreed that nothing contiincd in ("his Aprer-ment is intended or shall be construed in Fin), manncr or undcr any (-U—cu.-nstances wha'1,!:-o-,vrr a.7, crcat-iniq or establishing t-h2 relationship of co-partners, or cre-atin-.7 or establish.ing the relationship of n joint. venture between DOSE' rnd the City on the one, hand and th- t�j4 agent or L' , I,opcr as, c Developer on thc other, or as consti, _jr)q DcvL representative of the City or DOSP for any PLMPOsC- Or in any manner whatsoever. It is further understood and agreed that DOSS' has made no representation or warranty to Developer with respect to any tax benefits which may be or become available with respect to the Parking Garage or that any of such tax benefits will ba or become available to Developer as a result of the transaction herein described. 11.02 Recording, Documentary!Stamps. This Agreement, or a memnrandum hereof in form mutually satisfactory to the parties, shall be recorded among the Land Records of Dade County, State of Florida, and eit-ty2r party may cause any modification or addition to this A,)ree,,m-:-nt or anvy ry document relevant to this transaction to b--- so recc,,roed, and ths coat of' any such recordation, cost of any State of Florida, documentary v,41-dch legally - Sir 84-854 must be attached to any or all of said papers, and the cost of the applicable Dade County and State transfer tax shall be paid in full by De-vo-1 oper. 11.03 Rory da and WA A Lasts Provaij. This Agyf-rm^rjt: P_4. 1. be taken and deemed to havro Wen fr.aly rad� and r,;rcl_rtr-d ,_',y t.hr^ Parii_r�; tt^i'et:o in the State of Florida for AT ptiT,47io s ar)d 7 ntrnt. and shall ho ggnvcrn:�d try Lhn Laws of said State. This Aprccmc nt in subject to and shall be i_nt:c rpret.r d to effec- tuate its cmMl.iancc with the Charter of the City of hli ei-0., +.h^ City of Miami Code and the Dade Cminty Charter and Code. Fug_ IMPO I-e® t h,:r terms of this Agreement: allow rcasonabl.r public ;: cce ss to the: water, Tcmison-abin pulbli.c use of sudi property, i nd comply Wth other charter waterfront: setbacks and view corridor regd.rammitsAny conflicts bot ween this Agrecmcnt: and the' aforemen- tioned Codes and Charters shall be resolved in favor of t1n, latter. In the event that imW part or portion of this Agrccment is found to be in conflict with any CP�ar -_cr. or Codc Sc ct i_on than that portion of this Agreement: shall be automatically st:AcYn and tho remaining parts shs1.1 remain in full force and effect. Contemporaneously with the execution of th,� Agr.L,:cmcni.I DOSPI s Attorney has delivered an opinion to Developer opining that the: cxec:ut:ion and delivery hereof by DOW is in compliance with the Charter of ttib City of Miami, the City of Miami Code and W W.dc Cot,inty Charter and Code. 11.04 Conf l ict:.s of'T m Into c.' ,' `�.. .._ ,._ t '._.._ nd' � r?OSP .Representatives Not Individually Li�<rt:i_e. No rr.;r!.�r�, oft'i.cial, representative, Off -Street Parking Board Memb= or enployce of the City or the City Manager or DOW or the Director of DOSP shall have any personal interest, direct or indirect, in this Agreement, nor st-tall any such member, official, Off -Street Parking Board Member, representative or employee participate: in any decision relating to this Agreci-w, nt v;hich s,ffcc:tS his or 1'3r persone`II interest or the interest of any corporation, partric:rship or z.'Ssociati on in 4,Tdch he or w;h; 1`=, directly or indirectly, interested. No member, official, Off --Street f�aikir;g Board Periber, 4 — S 5 4 representative or employee of the City or the City Man;;q,-,_T or DOSP or the Director of DOSP shall be personally liable to Dr-'.vr,0.oPP..r or any successor in interest in tlh�--, pvon-', of pny (11cfrilt or hrrach by thc DOSP or. City or for any amount Which rj-".! Y 1_ "r"nmr^ (fin, tn OrvoInprr or successor or on any obligations under thn- tc�.-MfZ Of th" ALIT,,' 11.05 N101J'rr_ All nn1_J_r7c!;, consents, approvals, disapprovals and other written com7nunjcak.Jori, ±;Fjjcr this Agreement by eithcr the City or DOSP, on the njr, on thc othcr, by Developer to the hand, t-o Pcvrloer, k, - City or DOSP shall be sufficiently given or drlive red J)*T dispat.-C(r-_d by registered or certified mail, postage p�epRj.d, rrturn rcc(-ipt requested; and (a) In I.-Aic case of a notice or communication to Developer, if arz follows: General Counsel Baysidc Limitc'd Partnership 10275 Lit-tic FjutLjxcnt Parkway c/o Tti2 mouse Com, -,--)any Columbia, Maryland 21044 (b) DOSP. In the case of a notice or communication to DOSP, if addressed as follows: Mr. Roger I-1. Carlton Executive Director of Department of Off -Street Parking 100 N.I. Third Street Miami, FIToridE, 33132 (c) CITY. 1r) ttie case of a notice or communication to the City, if addressed as follows Mr. Howard V. Gary City Manager 3500 Pan American Drive Miami, Florida 33133 or if such notice i�.d<Jrzlzssed in such other way in respect to any of the foregoing parties u s thal., rr;3y, from time to time, designate in writiM, dispatcl-,,,d d. providoo in tnd'Sectlon 11.05. 84-854 Uj M-771 11, 06 Additional Parking Parcel. Within thirty (71�) (J;r, s from the date of this Agreement, neveloper shall notify 0-0-Sr in wrl'.114-no Developer elects to constru,-t the Addition-il Pirkinq A.Tr.-) nn III-;- -rif-Iii.inrill Parking Parcel. if ncvPI.n,)r- zn rlrrlt.- ! - t- r-,:-nd .1 4- . ria.lf ;anrj obli- qations n,- thc n' thi.F, rn Aarc-u. - I - iit. sh-i)l h-. J n ci t d the e o inrlu e Additional Parking AT-Cel Adclition-11 Pakinrl Pp rcrl- 11.07 Tit).es ff Arti,c]-r-, P.nd Any titles of the several parts, Articics'. and Sections of this Agrccmcnt are inserted for convenience of reference only and sl-oll. be disregai-ded in construing or interpreting any of its provisions. 11.08 Counterparts. This Agreement is executed in six (6) counter- parts, each of which shall be deemed an original, and such counterparts shall constitute one and thc- same instrumcnt. 11.09 Su.,-cr7,,crs and Ass ions, All_ of the covcj-7 nts, conditions and obligations containcd j.n this Aorcc.mcnt shall lac binding upon and inure to the benefit of ti-12 respective successors and assions of DOSP and the Developer. Developer shall not assign or transfer its interest in this Agrecaient, except as a part of a transfer permitted pursuant to Section 5.3 of the Ground Lease. DOSP may not assign or transfer its interest in this Agreement except pursuant to a governmental reorganization without Developer's prior written approval. 11.10 Option to Purchase. Developer shall have an option to purchase the Parking Garage (hereinb-efore and hereinafter called the "Developer's Option") at a nominal cost one (1) year after th,-, Revenu-- Bonds arc retired, which option may I be exercised at any tfine- bit must be excirised no later thain, one year after tl� Reven'-je (lands are fL]j-y ce;,fied ol- def 0ALIc-s-ing shall'CCLJr Withif-I thirty (.310) days, ref -cl.ur thil. d,-.-',t,j th,,,- is exer-lli�;eb but in rio eve-nt c-arl-je-A, 01-1-! (1) Yt--,zr allf'f th!-- R(Ajeriu- Bords 0 i are f redeemed or defeased. Developer and I)OSP shall enter into an option agreement on or before the date the City Corruni.ssion .i.s requested to adopt the Series Ordinance. Such opti.nn agree-mcnt shell pTov ,dr, tt-at this Agreement shall survive thc Iransfrr t f title and i );I,: nn,,,) hall crjntinue In operate the Parking Gar fiC7E ply r ^11-nnt: to i W7 t: I ni t k , c-Of f'-rot7 t li-� of the exercise of the Option untiJ t h- t:rrm.i.nal-Jon of thn A?,:.nr.rnrl I._t 3sr. . tlsn of Parkinq G'Ir<cie�t'ri_or. to Fj.nfil A ccntance. Upon request and written z;pproval ty DOSP, which approval_ shall, not: he unreasonably with- held, Dcvolgper may use a.nd occi.ipy the PaTkinq Garage prior to Final, Acceptance FUr any US^ 4•.hi.ch .is not i_n onsi.st:ant �,;i.t:h this Agreement, or th- Ground Lease. 11.12 Arir;ndments and III odi.fi.cati.ons. Dcvc.J.oper and DOSP aarce to make modifications to this ftg.rccmc-nt as rrqui.rcd by DOSP's bond counsel, counsel. for the under4vr_i,tcrs or bond raf.i_nn aa,cnci.cs (M,00dys or St-an0F,rd & F1�or's) if required to status s of Revenuc Bonds at sale in compliance \ a.t h 1H.1 l P83 Ordi_na ncc, thc, Series Ordinar-yce and then existing state and federal l@ws affecting tax- exempt securities, or assure thin market- ability of the Revenuo Bonds at a reasonable rate of .interest. In no event shall any such change or changes materially affect the rights and liabilities of the parties trzreto. Developer ,inl [YOSP furtl-rwir agree to amend or modify this Agreement if ��ny tit:1 Lender (as defined in the Ground Lease) shall eo reque: t t- dcd, tr_!-,1cver, that any such amendment shall not in any material respect any rights or liabilities of the parties hereunder. 11.13 Viarranti.e.s. Trio warranties provided to DOSP by the Developer in the Construction Contract sh-'ill rile the same as t.t-iW warrantics provided to Developer by De clopfer' e oenc.ral. contractor. DOSP shall have a riglit to review and approves thF� warranties contained in Developer's contract with its general contractor, which approval will not be unreasonably withheld. - 61 - IN WITNESS WHEREOF, ROUSE MIAMI, INC., the sole raeneral partner of BAYSIDE LIMITED PARTNERSHIP, has caused this Agreement to b� signed in its name by its L�l (-:r f'rr 7.cir?nt anti i_t.c comoTa -e scal. tr) hc hr euntco 1. ia_a f.,.. f, t .., ��i a.,., �..� r. t.. .�("(: taT ilfi �_iT.-, lt. (kjjF_..�11 i f1 L(.. i 1.y 7n i. a'E' ; CUFF- ST[I%E — T P, ;`ii ' t-j1- 1 r a( ;C`ri l.1j1 .. Ara : Cif Hill. _ S 1^ 1 [jfl n l.f? j_ _ rj m-'rn , ly 12OQer M. Carli=C?n. 111k: F `"(C? li \' F .i.i't:C:S.'"la of 9. Fin [)C T i mr-n1-. ni O f-Si,_rc'ot Parking of the City of "" ; semi. and C w_y .o by Ralph G. Ongic, the City Clerk, on the day and year first hereinabove written. ATTEST: [Corporate Seal] ATTEST: [Corporate Seal] APPROVED AS TO FORM AND CORRECTNESS: JOSE GARCIA-PEDROSA CITY ATTORNEY APPROVED: : BAYSIDE LIMITED PARTNERSHIP By: ROUSE MIAMI, INC., general partner By. Executive Vice -President P DEPARTME'NT OF OFF-STREET PARKING OF THE CITY OF MI.A►I By: Roger M. Carlton, Executive Director THE CITY OF MIAMI, a municipal corporation By Froward V. Gary, City Manager THE ROUSE COMPANY, a Maryland corporation By 862 /478A -62- 8,4—'85d