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HomeMy WebLinkAboutExhibit - Agreement 10-8-15INTERGOVERMENTAL AGENCY AGREEMENT This intergovernmental agency agreement (AGREEMENT), made and entered into this day of , 2015, by and between the CITY OF MIAMI, FLORIDA, a municipal corporation of the STATE OF FLORIDA, hereinafter referred to as the "CITY" and DEPARTMENT OF OFF-STREET PARKING of the CITY OF MIAMI, doing business as MIAMI PARKING AUTHORITY (MPA), an independent agency and instrumentality of the CITY OF MIAMI, a municipal corporation under the State of Florida, (hereinafter referred to as "MPA"). RECITAL A. The City is the owner of the property located at 3385 and 3349 Pan American Drive 3351 and 3377 Charthouse Drive, Miami, Florida, as more specifically described in Exhibit "A" (the " Property"). B. The City entered into a lease agreement with Grove Bay Investment Group, LLC (the "Lessee"), dated October 24, 2013 (the "Lease"), for the lease, redevelopment and use of the Property as dry storage marina with ancillary marina and other related service and for the construction and lease of certain improvements on a portion of the Property located at the intersection of South Bayshore Drive and Pan American Drive (the "Parking Property"), C. The improvements to be constructed on the Parking Property include a multi -level parking facility for approximately 333 parking spaces (the "Parking Garage") and approximately 40,000 square feet of retail uses (the "Parking Facilities Retail Area"), all as more specifically described in the Lease, and referred to herein, as the "Parking Facilities." A copy of the Lease is attached hereto as Exhibit `B". D. The MPA was created, pursuant to Section 23 of the Charter of the City of Miami, Florida ("Charter"), to manage off-street parking facilities throughout the City of Miami and, as such, is the agency of the City with the exclusive right and authority to build and operate the Parking Garage. Although the Lease provides for MPA to be responsible for the construction and operation of the Parking Facilities, MPA is not a party to the Lease. E. After due investigation and discussions, the City, the Lessee and MPA acknowledge and agree that it is not feasible to comply with all of the terms of the Lease as they relate to the construction of the Parking Facilities, including, specifically, the number of parking spaces in the Parking Garage and the manner in which the Parking Trust Fund Contribution, as the term is defined in the Lease, will be funded by the Lessee. F. The City and MPA wish to enter into this Agreement to set forth the terms and conditions for the construction and operation of the Parking Facilities, consistent with the terms of the Lease, as modified herein, and the Lessee wishes to join in the execution of this Agreement to consent to this Agreement and the modification of certain provisions of the Lease related to the Parking Facilities, as more specifically set forth in Section 8 hereof. 1 G. The City acknowledges by signing this Agreement that certain terms in the Lease have been modified by the Lessee, the City and the MPA and such modifications are reflected in the Parking Agreement. NOW, THEREFORE, in consideration of the mutual promises of the parties contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the MPA agree as follows: NOW, THEREFORE, in consideration of the promises and covenants contained herein, the parties agree: 1. TERM: The term of this Agreement is fifty (50) years, commencing on the date hereof, to run concurrently with the term of the Lease. 2. ASSIGNMENT OF CITY'S RIGHTS AND OBLIGATIONS UNDER THE LEASE: The City hereby assigns to MPA all of the City's rights, interests and obligations under the Lease with respect to the Parking Property during construction, including specifically, but without limitation, the obligation to construct the Parking Facilities and operate the Parking Garage, and the right to (i) receive and apply the Parking Trust Fund Contribution described in Section 4.10 of the Lease, toward the construction of the Parking Facilities, (ii) establish and collect fees for the use of the Parking Garage and (iii) enforce all actions and remedies that the City may have against the Lessee with respect to all matters related to the Parking Property, all as more specifically described in the Lease, as modified in Section 8 hereof [and in the Parking Agreement to be entered into by MPA and Lessee, in substantially the form attached hereto as Exhibit "C"]. MPA accepts the foregoing assignment subject to the terms and conditions set forth herein. 3. CONSTRUCTION OF PARKING FACILITIES AND SURFACE LOT: Without limiting the generality of the foregoing, and subject to the City's compliance with its obligations hereunder, MPA agrees: 3.1.1. To construct the Parking Facilities and surface lot to be built within the Parking Property, at MPA's sole cost and expense but subject to MPA's receipt of the Parking Trust Fund Contribution described in Section 8 hereof, in accordance with the terms of the Lease, as amended in this Agreement [and the Parking Agreement]. 3.1.3 To provide and maintain, or cause to be provided and maintained, and deliver to the City the insurance coverage required under the Lease during construction of the Parking Facilities, and deliver to the City evidence thereof. 3.1.4 To cause the contractor(s) responsible for the performance of the improvements to obtain and deliver to the City payment and performance bonds in form, substance 2 and scope in compliance with Section 255.05, Fla. Stat. and all applicable construction contract terms, codes and ordinances. 4. MAINTENANCE: Following completion of the Parking Facilities, MPA shall maintain the Parking Facilities (inclusive of the Parking Facilities Retail Area) in accordance with the terms of the Lease [and the Parking Agreement]. 5. TITLE TO THE IMPROVEMENTS. At all times during the term of this Agreement, title to all Improvements located upon the Parking Facility, shall vest in the City. 6. CITY'S OBLIGATIONS: Without limiting the generality of the assignment, the City agrees as follows: 6.1.1. To deliver possession of the Parking Property to the MPA upon full execution of this Agreement. 6.1.2. To assist MPA in obtaining all permits, certificates and authorizations needed for the renovation, construction, management and operation of the Parking Facilities. Any permits or other formal government approvals, when requested by the MPA, will not be unreasonably withheld by the City. 6.1.3. To grant such temporary non-exclusive easements in, over, upon, through and under the Property, as may be needed and requested by the MPA in connection with the Parking Property, The City Manager shall have the right to determine the location of all easements, and said easements shall be specifically authorized by a duly adopted resolution of the Miami City Commission where required by the City Charter or Code. 6.1.4. To deliver to MPA, the sum of $1,242,500.00 which represents the initial payment of the Parking Trust Fund Contribution (the "Initial Parking Trust Fund Contribution) received by the City from the Lessee. Receipt of the Initial Parking Trust Fund Contribution is a condition precedent to MPA's commencement of construction of the Parking Facilities. 6.1.4 To do, or caused to be done, all other acts as may be required or desirable to facilitate MPA's compliance with its obligations hereunder. 7. OPERATION OF PARKING FACILITIES AND PARKING FEES: MPA shall operate the Parking Facilities in accordance with the terms of the Parking Agreement and shall collect Fees from the Parking Facilities as follows: 7.1. 7.2. Parking Fees. MPA shall collect and retain all fees that it is allowed to charge for the use of the Parking Garage under the Lease and, as applicable, the Parking Agreement. MPA, at its sole discretion, may adjust the Parking Fee at any time, 3 and for as many times, during the Term of this Agreement, unless otherwise provided in the Parking Agreement. 7.3 Revenue Control Devises. The MPA shall utilize all appropriate Revenue Control Devices to ensure the collection of all Parking Fees. 7.3. Surcharge. The MPA shall collect, or cause to be collected, surcharges applied to the use of the Parking Facilities pursuant to applicable law. 8. PARKING FUND TRUST CONTRIBUTION/PARKING SPACES: The Lease requires the Lessee to make an equity contribution of $4,970,000.00 to the City to be applied toward the construction of the Parking Facilities (the "Parking Fund Trust Contribution"). The amount of this contribution is based on the construction of approximately 333 parking spaces at a fee of $12,000.00 per parking space, although the Lease provides that the fmal calculation of the Parking Trust Fund Contribution may fluctuate based on the actual gross leasable square footage of the Parking Facility Retail Area. The Lease further states that the amount in excess of the Initial Parking Trust Contribution, plus any additional bond issuance costs, will be financed by the MPA fully amortized over a 20 year term at 6% interest, and such amount will constitute Additional Rent. Under the Lease, if MPA has not commenced construction of the Parking Facilities by January 1, 2105, the City shall return the Initial Parking Trust Contribution to Lessee. The City, MPA and the Lessee acknowledge the need to amend this provision due to circumstances beyond the control of the Parties and has done so as it is reflected in the Parking Agreement. 9. INSURANCE/DAMAGE/RESTORATION: 9.1 Property Insurance. The City shall maintain a property insurance policy for the Parking Facilities with such form and coverage limits as may be determined by the Risk Manager. 9.2 Liability Insurance. During the term of the Lease, the MPA shall maintain insurance policies of the types and amounts set forth in Section 9.1 of the Lease, excluding property insurance. All such insurance, shall be subject to the approval of the Risk Manager (which approval shall not be unreasonably withheld). Completed Certificates of Insurance shall be filed with the City simultaneously with the execution of this Agreement, provided, however, that the MPA shall at any time upon request by the City Manager, Risk Manager, or the City's Contract Administrator, file duplicate copies of the policies of such insurance with the City. 9.3 Damage/Restoration: In the event of damage to or destruction of all or any part of the Parking Facilities during the Term of this Agreement, MPA shall be obligated to repair and restore the Parking Facilities to the condition that existed immediately prior to the casualty in substantial accordance with the Plans and Specifications to the extent funds are available from insurance proceeds 4 10. DEFAULT. If either party fails to comply with any material term or condition of this Agreement, or fails to perform any of its obligations hereunder, then that party shall be in breach of this Agreement and, if the breach is not cured by the defaulting party within thirty (30) days of its receipt of written notice given in the manner prescribed below. Upon the occurrence of a default which is not cured during the cure period, the non -defaulting party shall have all remedies available to it by law. The Parties agree that prior to instituting any civil action arising out of this Agreement, they will utilize the procedures set forth in the Florida Governmental Conflict Resolution Act, Chapter 164, Florida Statutes. Notwithstanding anything to the contrary contained herein, any declaration of default or election of remedies by a Party shall refer only to this Agreement and the matters so affected and shall not affect or otherwise impair the other premises covered by the Lease or the Parking Agreement. 11. INDEMNIFICATION: To the extent authorized by Florida law, MPA hereby agrees to indemnify, defend, save and hold harmless the City to the extent of all the limitations included in Section 768.28, Florida Statutes, from all claims, demands, liabilities and suits of any nature whatsoever arising out of, because of or due to the negligence of MPA, its agents or employees. It is specifically understood and agreed that this indemnification clause does not cover or indemnify the City for its negligence or breach of contract. 11.2 To the extent authorized by Florida law, the City hereby agrees to indemnify, defend, save and hold harmless MPA to the extent of all the limitations included in Section 768.28, Florida Statutes, from all claims, demands, liabilities and suits of any nature whatsoever arising out of, because of or due to the negligence of the City, its agents or employees. It is specifically understood and agreed that this indemnification clause does not cover or indemnify MPA for its negligence or breach of contract. In the event of breach or non-performance by the persons selected by MPA to perform work, MPA shall, upon written request by the City, assign to the City any and all of its rights under the affected contract for purposes of the City's prosecution of claims, actions or causes of action resulting from such breach or non-performance unless MPA pursues such claims, actions or causes of action through arbitration, administrative proceeding or lawsuit. MPA agrees to cooperate fully with the City in the prosecution of any such claim or action. Any damage recovered by the City which is attributable to expenditure by MPA shall be returned to MPA by the City, within sixty (60) business days of receipt. 12. JOINT PREPARATION: The parties acknowledge that they have sought and received whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has 5 been their joint effort. The language agreed to expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties from the other. 13. SEVERANCE: In the event a portion of this Agreement is found to be invalid by a court of competent jurisdiction, the remaining provisions shall continue to be effective unless the City or MPA elect to terminate this Agreement. An election to terminate this Agreement based upon this provision shall be made within seven (7) business days after the finding by the court becomes final. 14. THIRD PARTY BENEFICIARIES: There are no express or implied third party beneficiaries to this Agreement. 15. TERMINATION: Either party may terminate this Agreement by giving three hundred and sixty days (360) written notice in the manner prescribed below prior to the effective date of termination due to a change in laws, codes, the City or MPA policies or programs, or for convenience. In the event of termination, the non -terminating party shall assume the Parking Agreement. 16. NOTICES: Any and all notices required to be given under this agreement shall be sent by first class mail, addressed as follows: To MPA: Attention: Chief Executive Office Miami Parking Authority 40 N.W. 3rd Street, Suite 1103 Miami, FL 33128 To the City: City of Miami Dept. of Real Estate & Asset Management Division 444 SW 2nd Avenue, Suite 325 Miami, Florida 33130 City Manager City of Miami 444 SW 2nd Avenue, loth Floor Miami, Florida 33130 City Attorney Office of City Attorney 444 SW 2nd Avenue, 9th Floor Miami, Florida 33130 6 17. AMENDMENTS: No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Contract and executed by the City Manager, Director or designee. 18. ENTIRE AGREEMENT: This instrument and its Attachments constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 19. DISPUTE RESOLUTION: Any and all disputes between the Parties shall be subject to strict adherence and compliance with any and all requirements of Chapter 164, Governmental Disputes, Florida Statutes. 20. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Parties understand that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. Parties agree to comply with this Agreement and all Attachments thereto and observe all applicable federal, state and local laws, codes and ordinances as they may be amended from time to time. 7 IN WITNESS WHEREOF, the City and MPA have caused this Agreement to be executed as of the date and year first above written: CITY OF MIAMI By: Approved as to Legal Form and Correctness: Victoria Mendez, General Counsel Approved as to Insurance Requirements: Ann -Marie Sharpe, Risk Manager DEPARTMENT OF OFF-STREET PARKING OF THE CITY OF MIAMI By: JOINDER Grove Bay Investment Group, LLC joins in the execution of this Agreement to signify its consent to the changes to the Lease set forth herein. Grove Bay Investment Group, LLC By: 8 EXHIBIT A THE PROPERTY (To be inserted prior to signature) EXHIBIT B LEASE (To be inserted prior to signature) EXHIBIT C PARKING AGREEMENT GROVE BAY PARKING FACILI'IiES AGREEMENT BY AND BETWEEN CITY OF MIAMI, FLORIDA, A MUNICIPAL CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF FLORIDA, DEPARTMENT OF OFF-STREET PARKING OF THE CITY OF MIAMI, D/B/A MIAMI PARKING AUTHORITY, AND GROVE BAY INVESTMENT GROUP, LLC GROVE BAY PARKING FACILI'1IES AGREEMENT This GROVE BAY PARKING FACILITIES AGREEMENT (this "Agreement") is entered into this day of ("Effective Date"), by and between (i) CITY OF MIAMI, a municipal corporation organized under the laws of the State of Florida (the "City") (ii) the DEPARTMENT OF OFF-STREET PARKING of the City of Miami d/b/a MIAMI PARKING AUTHORITY, an agency and instrumentality of the City of Miami, Florida ("MPA"), and (iii) GROVE BAY INVESTMENT GROUP, LLC ("Grove Bay" and, together with the MPA and the City, the "Parties"). RECITALS A. The City owns the waterfront properties located at 3385 Pan American Drive and 51 Chart House Drive, Miami Florida, as more particularly described in Exhibit "A" (the "Marina Property") and that certain property at the intersection of South Bayshore Drive and Pan American Drive as more particularly described in Exhibit "B" (the "Parking Property"). B. Under the terms of Request for Proposals No. 12-13-001 (the "RFP"), the City sought bids for the lease and redevelopment of the Marina Property and for the lease of approximately 40,000 square feet of retail uses (the "Parking Facilities Retail Area") to be located within the Parking Structure (as defined below). C. Consistent with the terms of the RFP, the City approved a Lease Agreement (the "Lease") with Grove Bay for the Marina Property and the Parking Facilities Retail Area. D. The RFP and the Lease contemplate that the MPA will construct certain improvements within the Parking Property to, among other matters, replace existing parking spaces that served the Dinner Key Auditorium and provide convenient parking for the patrons of the existing and proposed development contemplated by the Lease. G. Section 1.1.27 of the Lease contemplates that, with respect to the Parking Property and the Parking Structure, the City and MPA are deemed interchangeable terms in relation to the parking obligations; however, the Lease does not fully describe the contemplated relationship between the City, MPA and Grove Bay with respect thereto. H. The MPA was created, pursuant to Section 23 of the Charter of the City of Miami, Florida ("Charter"), to manage off-street parking facilities throughout the City of Miami. I. The Florida Interlocal Cooperation Act of 1969, Chapter 163, Part I of the Florida Statutes ("Act"), permits local governmental units to make the most efficient use of their powers by enabling them to cooperate with other agencies on a basis of mutual advantage and thereby to provide services and facilities in a manner and pursuant to forms of governmental organization that will accord best with the needs of local communities, such as those contemplated herein. J. Pursuant to Sections 23 and 29-B(c) of the Charter, the City and MPA entered into that certain Interlocal Agreement, dated (the "Interlocal Agreement"), which Interlocal Agreement contemplates that MPA will be responsible for the construction of the Parking Facilities and certain of the City's obligations under the Lease. K. Therefore, the Parties desire to enter into this Agreement in order to set forth the agreements and covenants of the Parties, in connection with the Parking Property and the Parking Facilities to be constructed thereon, including, without limitation: (i) the MPA's obligations in connection with the construction of the Parking Facilities, (ii) the respective obligations of the Parties with respect to the operation of the Parking Facilities, including, without limitation, the Parking Facilities Retail Area, (iii) the rights of Grove Bay and its Permittees to use the Parking Facilities; and (iv) such other agreements with respect to the Parking Facilities, including, without limitation, the Parking Facilities Retail Area, contained herein. NOW, THEREFORE, in consideration of the mutual promises of the Parties contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: ARTICLE I DEFINITIONS Section 1.1 Definitions. Any word contained in the text of this Agreement will be read as the singular or the plural and as the masculine, feminine, or neuter gender as may be applicable in the particular context. Capitalized terms used but not defined herein will have the meanings assigned to such terms in the Lease. Notwithstanding the foregoing, the following capitalized terms shall have the following meanings: "Approved Architect" shall mean any design professional listed as "Architect of Record" for the construction of the Parking Facilities. "Building Operating Systems" shall have the meaning ascribed to such term in Section 2.4(d) of this Agreement. "Business Day" shall mean Monday through Friday, inclusive, other than (i) holidays recognized by the City of Miami or the federal government and (ii) days on which the City of Miami or federal government closes for business as a result of severe inclement weather or a declared national emergency which is given legal effect in the City of Miami. If any item must be accomplished or delivered under this Agreement on a day that is not a Business Day, then it shall be deemed to have been timely accomplished or delivered if accomplished or delivered on the next following Business Day. Any time period that ends on other than a Business Day shall be deemed to have been extended to the next Business Day. "Certificate of Occupancy" shall mean a permanent certificate of occupancy (free of any conditions) that must be obtained from the appropriate Governmental Authority as a condition to the lawful occupancy of the applicable Parking Facilities (as such term is defined below), or any phase, component or portion thereof. 3 "Certified Area" shall have the meaning ascribed to such term in Section 3.3(f) of this Agreement. "City" shall have the meaning ascribed in the preamble of this Agreement. "City Commission" shall mean the legislative body of the City as designated Charter of the City of Miami. "City Manager" shall mean the chief executive officer and administrator for the City and which, unless stated otherwise herein this Agreement, shall be responsible for the primary administrative decision -making authority for the City. "Commercially Reasonable Business Efforts" shall mean, that, as and when required, the Person charged with making such effort is timely and diligently taking, or causing to be taken, in good faith the steps usually and customarily taken by an experienced real estate lessee or owner, as applicable, seeking with reasonable due diligence to lawfully achieve the objective to which the particular effort pertains. "Design" shall have the meaning ascribed to such term in Section 3.2 of this Agreement. "Excess Parking Hours" shall mean the amount of free parking time provided by the MPA to any Qualified Marina User parking within the Parking Structure during any period in which more than eighty (80) Qualified Marina Users are simultaneously parked within the Parking Structure, but only with respect to the amount of actual free parking time provided by the MPA to those Qualified Marina User(s), in excess of eighty (80), parking within the Parking Structure during such period. "Executive Director" shall mean the chief executive officer and administrator for the MPA and which, unless stated otherwise herein this Agreement, shall be responsible for the primary administrative decision -making authority for the MPA. "Existing Parking Facilities" shall have the meaning ascribed to such term in Section 4.3 of this Agreement. "Facility Parking Spaces" shall have the meaning ascribed to such term in Section 3.3(d)(2) of this Agreement. "Final Completion" " shall mean that, after Substantial Completion, the MPA has completed all punch list items to the reasonable satisfaction of Grove Bay. "First Class Standards" shall mean a quality that is equal to or in excess of the quality of first class mixed use parking and retail projects located in the City of Miami. "Governmental Requirement" shall mean building, zoning, subdivision, traffic, parking, land use, environmental, occupancy, health, accessibility for disabled and other applicable laws, statutes, codes, ordinances, rules, regulations, requirements, and decrees, of any federal, State of Florida, Miami -Dade County, Florida, City of Miami, state, county, municipal or other governmental or quasi -governmental authority or agency pertaining to any or all of the Property. "Grove Bay" shall have the meaning ascribed to such term in the Preamble to this Agreement. "Initial Trust Fund Contribution" shall have the meaning ascribed to such term in Section 3.4(a) to this Agreement. "Interlocal Agreement" shall have the meaning ascribed to such term in the Recitals to this Agreement. "Lease" shall have the meaning ascribed to such term in the Recitals to this Agreement. "Marina Property" shall have the meaning ascribed to such term in the Recitals to this Agreement. "MPA" shall have the meaning ascribed to such term in the Preamble to this Agreement. "MPA Site Spaces" shall have the meaning ascribed to such term in Section 4.2 to this Agreement. "Parking Facilities" shall mean the Parking Structure, including the Parking Facilities Retail Area, and those other surface parking spaces to be constructed by the MPA, at its sole cost and expense, within the Parking Property and the Marina Property, each in accordance with the Design. "Parking Facilities Retail Area" shall have the meaning ascribed to such term in the Recitals to this Agreement. "Parking Property" shall have the meaning ascribed to such term in the Recitals to this Agreement. "Parking Structure" shall mean the multi -level parking facility that the MPA contemplates constructing on the Parking Property in accordance with the Design. "Parties" shall have the meaning ascribed to such term in the Preamble to this Agreement. "Permittees" shall mean, with respect to the applicable Party, any tenant, subtenant or other authorized occupant or user of any portion of the Parking Facilities and their respective officers, directors, employees, agents, partners, contractors, customers, visitors, invitees, guests, licensees and concessionaires. "Plans and Specifications" shall mean the plans and specifications for the Parking Facilities approved by the Parties and based on the Design. "Property" shall mean, collectively, the Marina Property and the Parking Property. "Property Directional Signage Regime" shall have the meaning ascribed to such term in Section 4.4 of this Agreement. "Qualified Marina User(s)" shall have the meaning ascribed to such term in Section 4.2 of 5 this Agreement. "Qualified Parker" shall have the meaning ascribed to such term in Section 4.1(a) of this Agreement. "Shared Plumbing Facilities" shall mean the central plumbing system for the Parking Structure. "Substantial Completion" shall mean completion of the Parking Facilities, including the Parking Facilities Retail Area, in accordance with the Plans and Specifications and with all Governmental Requirements (but not including improvements within the Parking Facilities Retail Area intended for the occupancy of tenants beyond the Grey Shell Standards attached hereto as Exhibit "E"), as evidenced by the following: (i) issuance of a certification given by the applicable Approved Architect in AIA Form G-704 (or a certificate containing language substantially similar to G-704 that is no less protective of owner than a G-704 certificate), and provided that the only items of work necessary to complete the Parking Facilities consist of those items that will not materially interfere with the use and occupancy of the Parking Facilities for their intended purpose (the punch list items), (ii) issuance of Certificates of Occupancy for the Parking Facilities (including the Parking Facilities Retail Area), (iii) issuance of a certification by the MPA that Substantial Completion of the Parking Facilities (including the Parking Facilities Retail Area) has occurred, and (iv) confirmation by the City of Miami and Miami -Dade County that the streets and rights of way, as shown on the Plans and Specifications, can be used by the public for vehicular and pedestrian purposes as shown on the Plans and Specifications. ARTICLE II LEASE Section 2.1 Assignment of Rights by City. Pursuant to the terms of the Interlocal Agreement, the City has assigned, amongst other matters, its obligation to construct the Parking Facilities and provide the parking spaces for use by Grove Bay and its Permittees, each pursuant to the terms and conditions set forth in the Lease. The intent of this Agreement is to clarify the respective obligations of the City, MPA and Grove Bay with respect to the use by Grove Bay and its Permittees of the Parking Facilities and to delineate the obligations of the City and MPA to Grove Bay with respect to the construction and operation of Parking Facilities. The City and MPA hereby represent to Grove Bay that (a) this Agreement has been approved by the City and the MPA, (b) the Interlocal Agreement has been approved by the City and MPA, and (c) no further approvals or consents are required from any other parties to effectuate the matters set forth in this Agreement and the Interlocal Agreement. Section 2.2 Status of Lease. The Parties agree that their exists the need to amend certain commitments and obligations set forth in the Lease to clarify the respective rights of the Parties as related to the Parking Property and the construction, operation and maintenance of the Parking Facilities. This Agreement shall be deemed an amendment to the Lease. In the event of any inconsistency between the terms of this Agreement and the terms of the Lease, then the terms of this Agreement shall control. Except as specifically modified in this Agreement, all of the terms and conditions of the Lease shall remain in full force and effect. 6 Section 2.3 Term. The term of this Agreement shall commence on the Effective Date, and shall terminate concurrently with the expiration of the Lease, unless sooner terminated pursuant to any applicable provision of this Agreement. The term of this Agreement shall include any renewal terms under the Lease (if exercised by Grove Bay or its successors or assigns) and, individually and collectively shall be referred to as the "Term." Provided Grove Bay is not in default of this Agreement, if Grove Bay exercises any Renewal Option under the Lease, then this Agreement will be deemed extended on the same terms and conditions as provided herein (without the need of any further action by the City, MPA, or Grove Bay). Section 2.4 Alterations. (a) Grove Bay may, at its expense, make (or permit its Permittees to make) any non-structural alterations, additions, improvements and/or changes to the Parking Facilities Retail Area without the consent of the City or MPA. For avoidance of doubt, the City has entered into this Agreement in its proprietary capacity and not in its governmental capacity. Therefore, the City reserves all rights to review and approve any plans for alterations, additions, improvements and/or changes to the Parking Facilities (whether structural or non-structural) in its governmental capacity and pursuant to such laws, ordinances and regulations adopted pursuant thereto. (b) Grove Bay may, at its expense, make any structural alterations, additions, improvements and/or changes to the Parking Facilities Retail Area with the prior consent of the City (not to be unreasonably withheld, conditioned or delayed by the City). Grove Bay shall be responsible for applying, paying for and securing any and all governmental approvals and permits with respect to such structural alterations, additions, improvements and/or changes. (c) Except as may be conditioned by the approval rights set forth in Section 2.4(b), the City and, to the extent necessary, the MPA agree to sign any permit applications presented to the City or MPA by Grove Bay (or its assignees) pursued consistent with the terms of this Agreement and to take all such other actions as are reasonably required to allow Grove Bay to accomplish any such alterations, additions, improvements and/or changes to the Parking Facilities Retail Area permitted pursuant to the terms of this Agreement. The City will cooperate with, and assist Grove Bay with, the approval of any and all municipal permits. (d) Any and all improvements constructed within the Parking Facilities Retail Area by Grove Bay, or at the request of Grove Bay or its Permittees, that constitute permanent structural alterations, including additions or improvements to the heating, ventilation and cooling system, or the electrical, the mechanical, plumbing or life safety systems (the "Building Operating Systems") serving the Parking Facilities Retail Area, shall become the property of the City at the termination of this Agreement. Notwithstanding anything contained herein to the contrary, (i) all machinery, fixtures (other than fixtures constituting any portion of the Building Operating Systems), trade fixtures, furniture, equipment (including without limitation all machinery and equipment that may be attached to the floor of the Parking Facilities Retail Area), and other personal property installed or placed in the Parking Facilities Retail Area provided by or at the expense of Grove Bay or any Permittees, regardless of the manner of attachment to the Parking Facilities Retail Area or the improvements thereon, shall be and remain the property of Grove Bay (or of its Permittees), removable by it at its option at any time, including upon the expiration or earlier termination of this Lease, so long as such removal would not create any structural damage 7 or permanent alteration to structural components of the Parking Structure. Grove Bay shall, however promptly repair any damage caused by said removal from the Parking Facilities Retail Area and promptly restore the Parking Facilities Retail Area to the same condition as it was prior to such removal or be liable to the City for all repair and costs. This duty of Grove Bay (as related to the restoration of the Parking Facilities Retail Area for damages occasioned by such removal prior to the expiration or termination of the Lease) shall survive the cancellation or expiration of this Agreement and the Lease. ARTICLE III DESIGN AND CONSTRUCTION Section 3.1 Construction of the Parking Facilities. Pursuant to the Lease (as modified in this Agreement), the MPA will construct the Parking Facilities within the Property, at its sole cost and expense (except for the payment by Grove Bay of the Parking Trust Fund Contribution in the manner set forth in Section 4.10 of the Lease and modified in this Agreement). MPA shall construct the Parking Facilities consistent with the Plans and Specifications in a good and workmanlike manner in accordance with all Governmental Requirements, good industry practice and First Class Standards. Section 3.2 Design of the Parking Facilities. The Parties hereby agree that the Parking Facilities shall be constructed in accordance with the design attached hereto as Exhibit "C" (the "Design"). Section 3.3 Construction of Parking Facilities. (a) MPA shall be responsible for construction of the Parking Facilities in accordance with the Design to achieve Final Completion of the Parking Facilities. (b) MPA shall cause the appropriate insurance described in Exhibit "D" to be maintained (and shall provide evidence thereof) during construction of the Parking Facilities. The MPA shall cause the contractor to obtain payment and performance bonds in form, substance and scope in compliance applicable Florida Statutes (Section 255.05), and all applicable codes and ordinances. (c) Except to the extent specifically provided in this Agreement with respect to those obligations of the MPA related to the Parking Facilities, in no event shall either party have any liability to the other under this Agreement for construction of the other party's improvements (d) The Parties further agree that the Parking Facilities shall be constructed and the Parking Facilities Retail Area delivered to Grove Bay in accordance with the following minimum requirements: (1) the Parking Facilities Retail Area shall be constructed (and delivered to Grove Bay) substantially in accordance with the "Gray Shell Standards" attached to the Lease as Exhibit "E"; 8 (2) the Parking Facilities will consist of a three level parking garage containing not less than 333 parking spaces within the Parking Structure and 80 surface parking spaces within the Property (collectively, the "Facility Parking Spaces") and approximately 40,000 square feet of first floor retail space, and such other portions of the Parking Facilities set forth in the Plans and Specifications; (3) the Parking Facilities shall be completed in accordance with all Governmental Requirements necessary for issuance by the applicable Governmental Authority of a Certificate of Occupancy, and delivered to Grove Bay broom -clean and free from debris caused or created by the MPA or its agents, employees, contractors, and subcontractors and in a manner so that same shall be accessible and usable by Grove Bay and all applicable Permittees, including, without limitation, subtenants, and retail customers, for loading and parking purposes; and (4) the Parking Facilities will be constructed wholly within the boundaries set forth in the Design. (e) MPA shall be responsible for promptly repairing any substandard or defective work affecting the Parking Facilities Retail Area; provided, however, that nothing in this Agreement shall in any way limit the right of Grove Bay to assert claims resulting from patent or latent defects in the construction of the Parking Facilities for the period of limitations prescribed by applicable law. (f) The parties acknowledge that the dimensions and usable area of the Parking Facilities Retail Area have not yet been definitively established because the final design of the Parking Facilities has not, as of the date hereof, been completed. Upon delivery of possession of the Parking Facilities Retail Area, the MPA shall specify in writing to Grove Bay the amount of usable area contained within the Parking Facilities Retail Area. Within forty five (45) days after taking possession of the Parking Facilities Retail Area, Grove Bay may cause the square footage of the usable area of the Parking Facilities Retail Area to be measured by an independent, professional, licensed architect who will certify to the MPA and Grove Bay the actual usable area of the Parking Facilities Retail Area (the "Certified Area"). The measurement of the usable area shall be based on the BOMA Standard. If the Certified Area varies from the area specified in the notice provided by MPA, the usable area of the Parking Facilities Retail Area shall be modified to be the Certified Area as herein provided, and the 4.1.3 Rent and any other rent, charge or receipt under this Lease based upon the square footage of the Parking Facilities Retail Area shall be adjusted proportionately to reflect the Certified Area. Section 3.4 Parking Trust Fund Contribution. (a) Current Status. The Parties acknowledge and agree that Grove Bay deposited $1,242,500 with the City in compliance with Grove Bay's obligation related to the Parking Trust Fund Contribution as set forth in Section 4.10 of the Lease (the "Initial Trust Fund Contribution") and that the Lease provides that the total aggregate contribution (inclusive of the Initial Trust Fund Contribution) payable by Grove Bay towards the construction of the Parking Facilities is $4,970,000. However, under Section 4.10 of the Lease, the City is obligated to return the Parking Trust Fund Contribution to Grove Bay if the MPA has not obtained building permits for, and commenced construction of, the Parking Facilities by January 1, 2015. The Parties acknowledge 9 that the MPA has not obtained building permits for, or commenced construction of, the Parking Facilities by January 1, 2015. In addition, under Section 4.10 of the Lease, the amount of the Parking Trust Fund Contribution was based on constructing Parking Facilities with 497 parking spaces and, as such, the reduction of the size of the Parking Facilities (as set forth in the Design) would entitle Grove Bay to an equitable reduction in the overall Parking Trust Fund Contribution. Furthermore, as set forth in Section 4.10 of the Lease, the City agreed to finance Grove Bay's Parking Trust Fund Contribution over 20 years; however, the City and the MPA have requested that, and Grove Bay has hereby agreed to, pay the full amount thereof in conjunction with the construction of the Parking Facilities. (b) Agreed Accommodations. Grove Bay hereby agrees to waive its entitlement to a return of the Parking Trust Fund Contribution as a result of the matters set forth above and hereby agrees to waive its entitlement to finance the Parking Trust Fund Contribution as contemplated by Section 4.10 of the Lease, which waivers are based on the accommodations set forth in this Agreement and further conditioned on the following agreement hereby reached between the Parties: (i) the Parking Trust Fund Contribution (in the amount modified herein) will be released or paid to MPA in conjunction with the construction of the Parking Facilities as set forth in Section 3.6 of this Agreement, (ii) the aggregate amount of the Parking Trust Fund Contribution shall be $4,000,000 (which is based on multiplying the total number of parking spaces within the Parking Structure by $12,000), (iii) Grove Bay will deposit the balance of the Parking Trust Fund Contribution (a total of $2,757,500) in a separate, segregated account in the name of Grove Bay within thirty (30) days of the MPA delivering notice to Grove Bay that the MPA has received the applicable building permits to construct the Parking Facilities, (iii) the City shall return to Grove Bay the Initial Parking Trust Fund Contribution (and, for avoidance of doubt, Grove Bay's obligation to make any future contribution related thereto shall terminate) if the MPA has not obtained building permits for, and commenced construction of, the Parking Facilities, within twelve (12) months from the date that the City tenders possession of the Property to Grove Bay pursuant to the terms of the Lease, and (iv) the City and the MPA shall use the Parking Trust Fund Contribution solely to pay the cost of construction of the Parking Facilities and other ancillary and incidental purposes related to such construction. Notwithstanding the modification to the amount of the Parking Trust Fund Contribution set forth herein, Grove Bay hereby acknowledges and agrees that the total amount of privately funded improvements to the Property, referred to in the Lease as the "Equity Contribution," will not be less than $17,900,000. For avoidance of doubt, if the total number of parking spaces within the Parking Structure is less than the 333 parking spaces set forth in the Design, the total amount of the Parking Trust Fund Contribution shall be reduced based on the method of calculation set forth above. Section 3.5 Configuration of the Retail Space. As set forth in Section 3.3(d)(1) of this Agreement, the MPA will complete the Parking Facilities Retail Area substantially in accordance with the "Gray Shell Standards" described on Exhibit "E" attached to the Lease. The Parties hereby agree that the Parking Facilities Retail Area shall be configured in accordance with the configuration attached hereto as Exhibit "D" (the "Retail Configuration"). If prior to Substantial Completion of the Parking Facilities Retail Area, Grove Bay requests modifications to the design thereof to accommodate the requests of proposed tenant(s), then MPA agrees to work cooperatively with Grove Bay to modify the design to accommodate such request; provided, however, that MPA does not have to agree to any changes that (i) will materially delay the construction or Substantial Completion of the Parking Facilities or (ii) result in a change order or 10 any additional material costs to the MPA for which the Grove Bay has not expressly and unconditionally agreed to assume such additional costs. Section 3.6 Progress Payments for Construction of Parking Facilities. The MPA will have the right to receive payments from the Parking Trust Fund Contribution (in the amount as modified under Section 3.4(b) of this Agreement) pursuant to the draw down schedule attached hereto as Exhibit "H" and subject to the following procedures and conditions: (i) on the first day of each month, the MPA will submit to Grove Bay an application for payment, certified by the project architect, including a statement from the MPA as to the percentage of work performed up to the last day of the previous month and the amounts sought therein from the Parking Trust Fund Contribution for labor and materials furnished to the project; (ii) within ten (10) days after receipt of each monthly application for payment, Grove Bay will pay directly to the MPA any undisputed amount for which the MPA has made an application for payment, less any amounts previously paid by Grove Bay and a retainage in the amount of percent (10%) of the amount otherwise payable to the MPA; (iii) Grove Bay's progress payment, occupancy or use of the Parking Facilities, whether in whole or in part, shall not be deemed an acceptance of any work not conforming to the requirements set forth in this Agreement; and (iv) upon Final Completion, Grove Bay shall pay the MPA the unpaid balance of the Parking Trust Fund Contribution. For avoidance of doubt, Grove Bay's obligation to pay any amounts to the MPA from the Parking Trust Fund Contribution shall commence after the MPA has completed the requisite percentage of work pursuant to the draw down schedule entitling the MPA to payments in excess of the Initial Trust Fund Contribution. The MPA will look solely to the City to receive funds from the Initial Trust Fund Contribution, which amounts Grove Bay has deposited in escrow with the City. ARTICLE IV OPERATION OF PARKING AREA Section 4.1 Facility Parking Spaces. (a) Upon Substantial Completion of the construction of the Parking Facilities, the MPA will make the Facility Parking Spaces accessible to Grove Bay, for use by Grove Bay and its Permittees, and their respective employees, patrons and customers, suppliers and contractors (the "Qualified Parkers") on a non-exclusive basis. The Facility Parking Spaces will be available during the one (1) hour before through the two (2) hours after the established operating hours of uses established on the Property by Grove Bay or its Permittees, on a three hundred sixty-five day per year basis, throughout the Lease Term, at hourly and daily parking rates that will not exceed the parking rates in effect from time to time for comparable parking facilities in Coconut Grove (subject to the specific limitations set forth in Section 4.2 of this Agreement). (b) The Parties acknowledge and agree that the Parking Facilities are being constructed with the intention that such Parking Facilities will service the parking needs of the contemplated development within the Marina Property and the Parking Facilities Retail Area and, to the extent any additional parking spaces are available after such needs are met, the additional spaces shall be made available to the general public on the terms and conditions set forth in this Agreement. The MPA and City hereby agree to execute any and all permit applications and to take all such other actions as are reasonably required to evidence that the parking requirements created in connection 11 with the development of the Parking Facilities Retail Area and the Marina Property are satisfied by the Parking Facilities. The MPA and City agree not to take any action that may hinder the ability of the Marina Property or the Parking Facilities Retail Area to satisfy any parking requirements imposed by applicable law from the parking spaces available at the Parking Facilities. Section 4.2 MPA Site Spaces. Grove Bay hereby agrees to permit the MPA to place parking equipment, and collect all parking revenue from, those certain parking spaces within the Marina Property specifically identified on attached Exhibit "F" (the "MPA Site Spaces"). In consideration for the use of the MPA Site Spaces and the other accommodations reached with Grove Bay in this Agreement, the MPA agrees (i) that, through the twentieth anniversary of this Agreement, the MPA will not charge any parking fee for the first one-half (1/2) hour that a Qualified Parker's vehicle is parked within the Property; (ii) that, for the term of this Agreement, the MPA will not charge any parking fee to any person using the Parking Structure that stores a boat at the Marina Property (the "Qualified Marina User"), subject to the following restrictions: (x) such parking shall be limited to one (1) parking space within the Parking Structure per boat stored by the Qualified Marina User at the Marina Property, (y) the MPA will provide free parking to a Qualified Marina User within the Parking Structure for no more than 12 hours per calendar day and, if such Qualified Marina User exceeds such period, the MPA will directly charge the Qualified Marina User for any time in excess thereof at the applicable standard parking rates, and (z) the MPA will charge Grove Bay for any Excess Parking Hours at the applicable standard parking rate; (iii) that Grove Bay will have the exclusive right to use (without charge) the parking spaces located on the top floor of the Parking Structure (which area will be specifically designated for such exclusive use and segregated pursuant to means mutually agreed to between the parties); and (iv) that the MPA will be responsible for the entire cost (including maintenance) of any specialized equipment or signage necessary to meter and designate the MPA Site Spaces; provided, however, that the number, design, and location of such specialized equipment and signage shall be subject to the approval of Grove Bay. The City acknowledges that the revenue derived by the MPA from the MPA Site Spaces shall not be deemed Gross Revenue to Grove Bay. For avoidance of doubt, the agreement set forth above regarding the use of the parking spaces managed by the MPA within the Property are in addition to the provisions in the Lease, which the MPA hereby agrees and acknowledges to, providing (i) that, for the first year after Final Completion of the Parking Facilities, the MPA will not charge any parking fee for the first hour and a half (1.5) that a Qualified Parker's vehicle is parked within the Property (subject to appropriate validation), and (ii) that, for the second year after Final Completion of the Parking Facilities, the MPA will not charge any parking fee for the first hour (1) that a Qualified Parker's vehicle is parked within the Property (subject to appropriate validation). The means of parking validation within the Property shall be determined by the MPA in the exercise of its reasonable discretion; provided, however, that if the validation process selected by the MPA creates operational issues for the tenants located within the Property, then the MPA will in good faith consult with Grove Bay to revise operations and implement improvements thereto. Section 4.3 Opening of Parking Facilities. Prior to the issuance of a Certificate of Occupancy for the Parking Facilities, MPA shall make its reasonable effort to make available to Grove Bay such parking spaces as necessary to operate and open the development contemplated for the Marina Property to the public prior to the Final Completion of the Parking Facilities, on the same basis as the Facility Parking Spaces, within the, existing parking garages and parking lots owned or controlled by MPA or the City of Miami identified on Exhibit "G" attached hereto (the 12 "Existing Parking Facilities"). However, MPA's failure to make such parking spaces available shall not be deemed a default of this Agreement if the MPA has undertaken reasonable efforts to make available to Grove Bay such Existing Parking Facilities and, under such circumstances, the Parties hereby agree to work cooperatively to find solutions that would permit Grove Bay to meet any applicable parking requirements imposed by applicable law or zoning code or if the failure to make such parking spaces available are due to public safety and public liability considerations. The obligations of the MPA set forth in this Section 4.3 are in addition to the obligations of the City related to the same subject matter as contained in the Lease. Section 4.4 Signage. MPA shall institute and enforce a uniform signage regime for the Parking Facilities that will apply to all directional signage (the "Property Directional Signage Regime"), which the MPA may revise from time to time. Grove Bay and its Permittees shall have the right to place all other signage on the Parking Property (including, without limitation, any signage related to the uses established by Grove Bay or its Permittees within Property), which right shall be subject only to the requirements of applicable law and the requirements set forth in the Lease. Other than signs consistent with the Property Directional Signage Regime, the MPA shall not install (or permit any other party to install) any other signage within the Parking Property. Section 4.5 Nature of Parking Facilities. The Parking Facilities will serve as Public (Municipal) Parking Facilities and will be open to the public during all hours of operations. Nothing in this Agreement will be construed or interpreted to change their essential and primary nature as Public (Municipal) Parking Facilities nor will Grove Bay undertake any actions to undermine their character as such. The Parking Facilities, excluding the Parking Facilities Retail Area, will be managed, supervised and controlled by MPA. ARTICLE V MAINTENANCE OF PARKING FACILITIES Section 5.1 Maintenance of Parking Facilities. (a) Following Final Completion of the Parking Facilities, MPA shall keep and maintain or cause to be kept and maintained the Parking Facilities (excluding the non-structural components of the Parking Facilities Retail Area), and the City shall keep and maintain or cause to be kept and maintained the non-structural components of the exterior of the Parking Facilities Retail Area, in a good and safe state of repair and in a clean and orderly condition, complying with First Class Standards. All maintenance, monitoring and repair conducted by the MPA or the City during regular business hours of those businesses operating within the Parking Facilities Retail Area shall be scheduled, whenever practicable after input from Grove Bay, to minimize disruption of such businesses, except in an emergency (where telephonic notice and input shall be given as soon as possible). (b) The MPA will be responsible for periodic repainting of all exterior surfaces of the Parking Facilities, maintaining all landscaping within the Parking Property, and maintaining its equipment, fixtures, furnishings, and other personal property in good condition and repair. All maintenance shall be at the MPA's sole cost and expense and will be subject to a continuing quality of maintenance and appearance and physical condition of the Parking Facilities substantially 13 commensurate with maintenance, health, and safety standards maintained by MPA and secondarily by Grove Bay. (c) Following Substantial Completion of the Parking Facilities, MPA shall maintain insurance as set forth in Section 9.1 of the Lease Agreement. Section 5.2 Covenants of the Parties. The Parties shall comply (as applicable) with the following covenants during the term of this Agreement: (a) Except with respect to the rights granted to Grove Bay and its Permittees under this Agreement, MPA and City shall not be permitted to use any portion of the Parking Facilities for any use (whether or not such use is of a temporary nature) that may be competitive to any of the uses existing or contemplated by Grove Bay or its Permittees within the Property. (b) Grove Bay shall cause the installation of grease traps and, if warranted, additional similar precautions standard in the trade, of sufficient size and design to catch grease, fat and oils disposed into the sinks and floor drains with respect to any use of the Parking Facilities Retail Area warranting the installation of such devices. (c) Each Party shall not use the plumbing facilities for any purposes other than that for which they were constructed, or dispose of any foreign substances therein. (d) All space within the Parking Structure and the equipment contained therein must at all times be adequately ventilated, filtered and maintained and any odors therefrom must be exhausted and dispersed in accordance with First Class Standards. (e) Each Party shall treat the respective areas of the Parking Property within its control as often as necessary to keep it free and clear of all pests, including rodents and insects. (f) MPA shall operate, repair, maintain, monitor and replace any damaged or defective, cooling towers, condenser water loop and other HVAC equipment within the Parking Structure (but only to the extent such equipment was installed by the MPA to service areas within the Parking Facilities other than the Parking Facilities Retail Area) to a First Class Standard, subject to interruption for repair, replacement, emergencies and Force Majeure Events. (g) MPA shall operate, repair, maintain, monitor and replace the Shared Plumbing Facilities within the Parking Structure to a First Class Standard; provided, however, the expense of any breakage, stoppage or damage to the Shared Plumbing Facilities caused, in whole or in part, by Grove Bay or its Permittees shall be borne by Grove Bay. (h) Grove Bay shall, or shall cause its subtenants (x) to operate, repair, maintain, monitor, and replace any damaged or defective, cooling towers, condenser water loop and other HVAC equipment located within the Parking Structure (but only to the extent such equipment was installed by Grove Bay or its Permittees to service areas within the Parking Facilities Retail Area) and (y) to enter into annual maintenance contracts from a reputable heating, ventilating and air conditioning contractor to maintain and service such equipment. 14 Section 5.3 Waiver of Claims for Property Damage. Anything in this Agreement to the contrary notwithstanding, MPA and Grove Bay hereby waive any and all rights of recovery, claim, action or cause of action against the other, its agents, employees, directors, officers, partners or shareholders for any loss or damage that may occur to the Parking Facilities or the Marina Property or any improvements thereon, or any personal property of such party therein by reason of fire, the elements or any other cause which can be insured against under the terms of any property insurance policy, regardless of cause or origin, INCLUDING NEGLIGENCE OF THE OTHER PARTY HERETO, its agents, employees, directors, officers, partners or shareholders, and each party covenants that no insurer shall hold any right of subrogation against such other parties. Each of MPA and Grove Bay shall use all reasonable efforts to include such a waiver of claims in favor of both MPA and Grove Bay and each of their respective property managers in any leases of space within the Parking Property. Section 5.4 Indemnity. Grove Bay shall indemnify, defend and save MPA, City, and their respective officers and employees, harmless from and against any and all claims, actions, damages, liability and expense in connection with loss of life, personal injury and/or damage to or destruction of property arising from or out of any occurrence in, upon or at the Parking Facilities Retail Area, or the occupancy or use by Grove Bay of the Parking Facilities Retail Area, or any part thereof, or occasioned wholly or in part by any act of omission of Grove Bay, its agents, contractors, employees, servants, customers, invitees, lessees, sub -lessees or concessionaires. In case MPA, City, and their respective officers and employees, shall be made a party to any litigation commenced by or against Grove Bay covered by this indemnity provision, then Grove Bay shall protect and hold MPA harmless and pay all costs and attorney's fees incurred by MPA, City, and their respective officers and employees, in connection with such litigation, and any appeals thereof. Grove Bay shall also pay all costs, expenses and reasonable attorneys' fees that may be incurred or paid by MPA in enforcing the covenants and agreements set forth in this Section 5.4 of the Agreement. ARTICLE VI RESTORATION Section 6.1 Damage or Destruction of the Parking Facilities. (a) In the event of damage to or destruction of all or any part of the Parking Facilities during the Term of this Agreement, MPA shall be obligated to repair and restore the Parking Facilities to the condition that existed immediately prior to the casualty in substantial accordance with the Plans and Specifications, using insurance proceeds (and to the extent damages occur in excess of insurance proceeds, MPA shall pay such excess, including any deductibles). (b) Any such reconstruction shall be performed in substantial accordance with the Plans and Specifications for the portion of the Parking Facilities damaged and in a good and workmanlike manner, in accordance with all Governmental Requirements, and in accordance with the terms and conditions of this Agreement and the Lease. Upon completion of any such repair and restoration, any remaining insurance proceeds paid by reason of such damage shall be distributed to MPA. 15 (c) In the event of any repair, renovation, or redevelopment of the Parking Facilities, which interferes with the continuing operation of the Parking Facilities, the MPA and the City will use its Commercially Reasonable Best Efforts to provide Grove Bay with alternative locations (including parking on -site, at City Hall, the parking areas at Regatta Park, or in the adjacent areas) to provide the necessary parking for the continuing operation of the uses contemplated or developed by Grove Bay at the Property in such number and on the terms and conditions applicable to the Facility Parking Spaces. The alternative locations will be subject to the reasonable approval of the City Manager. During such period of time, the City shall agree to equitably adjust the 4.1.3 Rent to reimburse Grove Bay for any reasonable rent abatements required under any subleases entered into by Grove Bay for tenants within the Parking Facilities Retail Area related to such casualty events. ARTICLE VII REPRESENTATIONS, WARRANTIES, AND COVENANTS Section 7.1 Representations and Warranties. The MPA and the City, as applicable, make the following representations, warranties, and covenants, which will survive the execution of this Agreement: (a) That the MPA and City have taken the requisite actions to make this Agreement binding upon the MPA and City, and the MPA and City have a valid and binding agreement granting the MPA the authority to enter into this Agreement and provide to Grove Bay all rights and benefits which are the subject matter of this Agreement (with exclusion of the rights to the Parking Facilities Retail Area, which are granted by the City under the Lease). (b) That there is on the Effective Date and shall be throughout the Term, legal and physical ingress and egress to the Parking Facilities from a paved public street for vehicular traffic and perpetual legal and physical ingress and egress for pedestrian traffic. (c) There are and will be no Applicable Laws, private restrictions or other conditions which restrict or prevent the Parking Facilities from being used and operated as contemplated herein and in the Lease. (d) All of the representations and warranties of the MPA and City contained in this Agreement shall continue to be true as of the Effective Date and throughout the Lease Term, and said representations and warranties shall be deemed to be restated and affirmed by the MPA and City as of the Effective Date without the necessity of the MPA's or the City's execution of any document with regard thereto, and the MPA's and City's liability therefore, shall survive the signing of this Agreement. Should any of the representations and warranties prove to be incorrect, it shall be the MPA's or the City's obligation to cure those warranties and representations, which are set forth herein forthwith at the MPA's or the City's expense. 16 ARTICLE VIII REMEDIES Section 8.1 Self -Help Rights. In the event MPA or Grove Bay fails to perform any of its non -monetary obligations under this Agreement and such failure continues for more than thirty (30) days after delivery of written notice by the non -defaulting party to the defaulting party that such obligations have not been performed, or if such obligations are not susceptible to being performed within thirty (30) days, if such party fails to commence any such performance within the thirty (30)-day period and prosecute the same diligently to completion, then the non -defaulting party shall have the right but not the obligation to perform such obligations on behalf of and for the account of the defaulting party. The non -defaulting party shall complete any repair, restoration or other work it undertakes pursuant to this Section 8.1 in a good and workmanlike manner in accordance with all Governmental Requirements, good industry practice and First Class Standards. The non -defaulting party is hereby granted an easement across the defaulting party's portion of the Property to effect its self-help rights hereunder, provided that exercise of its rights hereunder shall be carried out so as to minimize disruption with the operations on the defaulting party's portion of the Property and shall not unreasonably interfere with, delay or impair the ability of the defaulting party or its successor to complete improvements on its portion Property. If a party exercises its self-help rights under this Section 8.1 following a breach by the other party, the defaulting party shall reimburse the non -defaulting party for an amount equal to all direct costs incurred and substantiated by the non -defaulting party in connection with such exercise of its self-help rights under this Section 8.1 plus interest at the highest rate permissible by Applicable Law. The self- help rights shall not be used to commit a breach of the peace and may only be exercised in accordance with Florida Landlord/Tenant Law. Section 8.2 Other Remedies. MPA and Grove Bay shall each have such other remedies available at law or in equity by virtue of the laws of the State of Florida for breach by the other hereunder. Section 8.3 Limitation of Liability. Notwithstanding anything to the contrary contained in this Agreement, each party specifically agrees that the liability of each other party hereunder shall be limited to the right, title and interest of such party in and to its portion of the Property, the improvements and any other land or improvements on its portion of the Property. ARTICLE IX EASEMENTS Section 9.1 General. (a) This Agreement shall allow and provide for easements necessary and required for the purposes expressly set forth in the Lease and for the benefit of the officers, employees, patrons, licensees and guests of the City, the MPA, Grove Bay and its Permittees. The 17 grant of an easement by a grantor shall bind and burden its Property which shall, for the purpose of this Agreement, be deemed to be the servient tenement (but where only a portion of the Property is bound and burdened by the easement, only that portion shall be deemed to be the servient tenement), and shall survive the total or partial destruction of the subject matter of the easement and shall run with the land. (b) The grant of an easement to a grantee shall benefit its Property which shall, for the purpose of this Agreement, be deemed to be the dominant tenement (but where only a portion of the Property is so benefited, only that portion, shall be deemed to be the dominant tenement). (c) Unless expressly provided otherwise, all easements granted herein are non- exclusive and in common with the Party of the servient tenement, and irrevocable for the term herein provided for any such easement, and for the benefit of the Party of the dominant tenement. Any easement provided or reserved under this Agreement which is designated as non-exclusive shall permit the Party of the servient tenement to utilize such easement areas for its own purposes and/or grant other easements or interests therein which are not inconsistent with that of the dominant tenement hereunder or with this Agreement. (d) The grant of an easement shall run to the benefit of the Party that is the grantee of such easement, its successors and assigns; and the grantee of such easement, its successors and assigns as Party of the Property so benefited by such easement shall have the right to allow its Permittees to use such easement subject to the limitations in this Agreement. (e) All easements granted hereunder shall be utilized in compliance with all Permits and other Governmental Requirements and in accordance with First Class Standards. (f) All easements granted hereunder shall exist by virtue of this Agreement, without the necessity of confirmation by any additional document. No easement may be terminated except by written instrument signed by the Party that is a grantee of such easement. Upon the termination of any easement (in whole or in part) or its release (in whole or in part) in respect of all or any part of any Property, the same shall be deemed to have been terminated or released without the necessity of confirmation by any other document. However, upon the request of the Grove Bay or the MPA, as the case may be, and at such requesting Party's expense, such Party will sign and acknowledge a document memorializing the existence (including the location and any conditions), the termination (in whole or in part), or the release (in whole or in part), as the case may be, of any easement, if the form and substance of the document is reasonably acceptable to such Party. Section 9.2 Grant of Easements. The Parties hereby grant, to its respective tenants, customers, invitees, and licensees subject to such reasonable limitations as shall be imposed by the owner and holder thereof, and reserves unto itself and its tenants, customers, invitees, and licensees, the non-exclusive right, subject and subordinate at all times to the rights of the City and the general public to the following: other parcels; (a) easements in the common area of each parcel for ingress to and egress from 18 (b) easements in the common area of each parcel for the passage of vehicles; (c) easements in the common area of each parcel for the passage and accommodation of pedestrians; (d) easements for access roads across the common area of each parcel to public and private roadways; (e) easements for the installation, use, operation, maintenance, repair, replacement, relocation and removal of utility facilities in appropriate areas in each such parcel; (f easements on each such parcel for construction of buildings and improvements in favor of each such other parcel; (g) easements upon each such parcel in favor of each adjoining parcel for the installation, use, maintenance, repair, replacement and removal of common construction improvements such as footings, supports and foundations; (h) easements on each such parcel for building overhangs, other overhangs and projections encroaching upon such parcel from adjoining parcel such as, by way of example, marquees, canopies, lights, lighting devices, awnings, wing walls and the like, if necessary; (i) appropriate reservation of rights to grant easements to utility companies; (j) appropriate reservation of rights to dedicate road rights -of -way and curb cuts; and (k) easements in favor of each such parcel for pedestrian and vehicular traffic over dedicated private access roads. Section 9.3 No Dedication of Easements and Benefit to Permittees. Nothing contained in this Agreement, including the grant of any or all easements herein provided, shall be deemed to constitute a dedication of any Property or any portion or portions thereof to any governmental body or agency or to the general public, or construed to create any rights in or for the benefit of any Persons other than the City of Miami, MPA and Grove Bay, it being the intent that the City of Miami, MPA and the Grove Bay by this Agreement shall be strictly limited to and for the purposes herein expressed. Either such Party may, however, extend the benefits of the easements created by this Agreement to its Permittees subject to the limitations in this Agreement provided such Permittees shall observe and obey applicable rules and comply with this Agreement. No Permittees, other than heirs, successors, and assigns of the applicable Party that is the grantee of an easement, shall acquire any rights in, to or under any easement. Section 9.4 Utility Easements. Nothing contained in this Agreement shall be deemed to prohibit or limit the right of MPA and Grove Bay to (i) grant easements to any governmental unit, public body and/or utility company for the construction, installation, operation, maintenance, monitoring, repair, relocation, 19 modification, extension or alteration of sanitary sewers, storm drainage systems, fire protection installations, gas, water, electric power and lighting and telephone lines, mains and trunks in, under or across its Property, or (ii) transfer or assign to any public body and/or utility company any of the easements on its Property with respect to utilities granted to the other Party hereunder, without the necessity of the payment of any compensation to the grantee of such easement. Section 9.5 Rights Temporarily to Close and to Enter in Emergencies. MPA and Grove Bay each reserves the right to close off its portion of the Property or any improvements on its portion of the Property temporarily for (a) such reasonable periods of time as may be legally necessary to avoid the possibility of dedicating the same for public use or to prevent the acquisition or creation of prescriptive rights by anyone; and (b) such reasonable periods of time as may be reasonably necessary for cleaning, repair, alteration, improvement or maintenance or as required for emergencies provided that this shall not change the character of the Parking Facilities as an area for public parking. Furthermore, MPA and Grove Bay each reserves the right to enter the respective Party's Property, as applicable, in case of emergency in order to prevent or minimize damage or destruction to personal property, the improvements on such Party's portion of the Property or to preserve and protect the health and safety of persons, as such MPA and Grove Bay, as applicable, shall deem necessary or desirable in such emergency situation. In exercising such right, MPA and Grove Bay each will use reasonable efforts under the circumstances not to interfere with the use of such easement area (or the operations of the Building's structural, mechanical, electrical, or plumbing systems (including telecommunication systems, data systems and life - safety systems) by the grantee thereof. Section 9.6 Additional Easements. To the extent the Plans and Specifications provide for additional conduits, lines, wires, equipment, mains, pipes, cables or other facilities on or running through one Property but serving the other and such facilities are actually constructed as part of the Parking Facilities, each of MPA and Grove Bay hereby grants to the other easements to the extent required to install, lay, maintain, monitor, repair, replace and use the same, subject to the terms and conditions of this Agreement. If it becomes clear that additional easements or rights of use or rights of way are necessary or desirable to effectuate the purposes of this Agreement to allow efficient operations to a First Class Standard on the Parking Facilities, regardless of whether such proposed additional easements are provided for in the Plans and Specifications, each Party, as owner of the servient tenement, hereby agrees to grant to each other Party, as owner of the dominant tenement, such additional easements as are necessary and desirable. No Party shall be required to grant any such proposed additional easements to the extent that such easement would materially adversely interfere with the use (or contemplated use) and occupancy of any portion of the Property or materially affect access to or operation of any portion of the improvements existing or contemplated to exist on the Property. At the request of any Party, the other Party shall execute document(s) to confirm such additional easements and shall record such document(s) against the affected Property(s) in the public records of Miami -Dade County, Florida. Any additional easements granted pursuant to this Section 9.6 shall be non-exclusive unless otherwise agreed by the applicable Party(s). Section 9.7 Term of Easements. 20 Unless specifically otherwise provided in this Agreement, the easements granted in this Agreement shall automatically expire on the termination of this Agreement without the necessity of further action. ARTICLE X NOTICES Section 10.1 Notice. Any notice, communication, request, reply or advice or duplicate thereof in this Agreement provided or permitted to be given, made or accepted by either party to any person must be in writing and may be given or be served by e-mail, or by personal delivery, or by using a recognized overnight delivery service and shall be sent or delivered to the e-mail or physical address for each party set forth below, or such other addresses as may be designated by ten (10) days' prior notice. If to the MPA at: Chief Executive Officer Miami Parking Authority 40 NW 3'd Street, Suite 1103 Miami, Florida, 33128 With a copy to: City Attorney Office of City Attorney 444 SW 2nd Avenue, 9th Floor Miami, Florida 33130 City of Miami Dept. of Public Facilities Asset Management Division 444 SW 2nd Avenue, Suite 325 Miami, Florida 33130 If to Grove Bay at: Grove Bay Investment Group, LLC 2640 South Bayshore Drive Miami, Florida 33130 With a copy to: Holland & Knight LLP Attn: Richard A. Perez 701 Brickell Avenue, Suite 3000 Miami, Florida 33131 Notices shall be deemed to be effective (A) if by e-mail at the time and on the date when sent (provided that the sender of such communication shall also deliver a duplicate copy thereof by sending within one (1) Business Day via mail, overnight delivery or courier, to the appropriate parties), or (B) if personally delivered, as shown on a receipt therefor (which shall include delivery by an internationally recognized delivery service) on the date of delivery or on the date delivery was refused by the addressee. ARTICLE XI ASSIGNMENT, SUBLEASES, AND TRANSFER 21 Section 11.1 Assignments, Subleases, and Transfers. (a) Grove Bay shall not require the approval of either the MPA or the City in order to sublease any portion of the Parking Facilities Retail Area to a Permittee if such use constitutes a Permitted Use under the terms of the Lease Agreement. Any transfer or conveyance o f the interests of Grove Bay in this Agreement (other than a sublease as permitted in the preceding sentence) shall require approval of the City Manager and the Executive Director, which approval may not be unreasonable withheld, delayed or conditioned; provided, however, that any transfer or conveyance of this Agreement in conjunction with an Assignment of the Lease approved in accordance with the procedures set forth therein shall be deemed an approval of the transfer or conveyance of this Agreement. A transfer or conveyance by Grove Bay of its interest pursuant to any approved transfer or conveyance shall be deemed to release Grove Bay from all further liability arising under this Agreement in respect of any period after the date of such transfer or conveyance. (b) If any portion of the Property is, directly or indirectly, sold or otherwise transferred, such transferees shall be subject to this Agreement and the transferees shall be bound by its transferor's obligations and enjoy its transferor's benefits hereunder as fully as if such transferees were originally parties hereto, and such obligations and benefits shall run with and be binding upon the Property and be binding upon all subsequent owners thereof, including any easements, claims or liens arising under this Agreement against a prior Party of a Property which shall continue as to any transferee of such Property. For avoidance of doubt, if the MPA dissolves, or for any other reason the rights and obligations of the MPA are transferred to the City or any other instrumentality of the City, then the references in this Agreement to MPA shall be deemed, for all purposes, to be references to the City or any successor entity to the MPA. Section 11.2 Priority of Agreement. This Agreement and the rights, interests, liens and easements created hereunder shall be prior and superior to any Mortgage or other lien upon or against any interest in Party's Property other than such liens as by law have priority over the lien and operation of this Agreement. ARTICLE XII MISCELLANEOUS Section 12.1 Entire Agreement. This Agreement, the Exhibits attached hereto and forming a part hereof as if fully set forth herein, and the Lease constitute all of the covenants, promises, agreements, conditions and understandings between the parties concerning the Parking Facilities and there are no covenants, promises, conditions or understandings, either oral or written, between them other than as are herein and therein set forth. No party nor its respective agents have made nor shall be bound to any representations with respect to the Parking Facilities except as herein expressly set forth, and all representations, either oral or written, shall be deemed to be merged into this Agreement. No course of prior or future dealings between the parties or their officers, employees, agents or affiliates shall be relevant or admissible to supplement, explain or vary any of the terms of this Agreement. Acceptance of, or acquiescence in, a course of performance rendered under this or any prior agreement between the parties or their affiliates shall not be relevant or admissible to determine the meaning of any of the terms of this Agreement. This 22 Agreement has been negotiated "at arm's length" by and between the parties, each having the opportunity to be represented by legal counsel of its choice and to negotiate the form and substance of this Agreement, and therefore in construing the provisions of this Agreement no party will be deemed disproportionately responsible for draftsmanship. Section 12.2 Written Amendments. Except as herein otherwise provided, the Parties may only amend, alter, change, or modify this Agreement by execution of written instrument signed by all of the Parties. Section 12.3 Independent Parties. It is understood and agreed by the parties hereto that this Agreement does not create a fiduciary or other relationship between the parties, other than contracting parties. The parties are and shall be independent contracting parties and nothing in this Agreement is intended to make any party a general or special agent, joint venturer, partner or employee of any other for any purpose. Section 12.4 Captions and Section Numbers. The captions, section numbers, and article numbers appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or intent of such sections or articles of this Agreement nor in any way affect this Agreement. Section 12.5 Partial Invalidity. If any term, covenant or condition of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. Section 12.6 Waiver. Failure on the part of any party to complain of any action or non - action on the part of the other, no matter how long the same may continue, shall never be deemed to be a waiver by such party of any of its rights hereunder. Further, it is covenanted and agreed that no waiver at any time of any of the provisions hereof by any party shall be construed as a waiver of any of the other provisions hereof, and that a waiver at any time of any of the provisions hereof shall not be construed as a waiver at any subsequent time of the same provisions. The consent or approval to or of any action by any party requiring such consent or approval shall not be deemed to waive or render unnecessary such consent or approval to or of any subsequent similar act by such party. Section 12.7 Time is of the Essence. Time is of the essence with respect to the performance of every provision of this Agreement in which time of performance is a factor. Section 12.8 Governing Law. It is the intent of the parties hereto that all questions with respect to the construction of the Agreement and the rights and the liabilities of the parties hereto shall be determined in accordance with the laws of Florida and that all disputes arising hereunder shall be heard and decided in Miami -Dade County, Florida. Section 12.9 Arbitration. The parties hereby agree that, subject to the consent of the City Manager, Executive Director, and Grove Bay, which consent may be withheld by any party for any reason, any dispute, disagreement or controversy arising under this Agreement, or with respect 23 to the interpretation or enforcement of this Agreement may be settled by arbitration pursuant to the procedures set forth in Section 16.6 of the Lease. For avoidance doubt, the reference to "each party" or any reference to "Lessor and/or Lessee" in Section 16.6 of the Lease shall be deemed a reference to the MPA, City and Grove Bay. Section 12.10 Waiver of Jury Trial. The parties hereby waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on, or in respect of, any matter whatsoever arising out of or in any way connected with this Agreement, the relationship ofthe parties hereunder, Grove Bay's use or occupancy ofthe Parking Facilities and/or any claim of injury or damage. In an effort to expedite the conclusion of any litigation the parties agree not to file permissive counterclaims in any actions arising under this Agreement. Section 12.11 Quiet Enjoyment. Upon the observance by the Grove Bay hereunder of all the terms, provisions, covenants and conditions imposed upon the Grove Bay, the MPA covenants to the Grove Bay that the Grove Bay shall peaceably and quietly hold, occupy and enjoy the Parking Facilities Retail Area for the Lease Term without any interruption, disturbance or hindrance by MPA, or their respective successors and assigns, or by persons claiming by, through or under the MPA for the Parking Facilities Retail Area, or by persons with title superior to the MPA, or their respective successors and assigns Section 12.12 Recording of Agreement. This Agreement shall be recorded in the public records of Miami -Dade County, Florida. Section 12.13 Number; Gender. Whenever required by the context, the singular shall include the plural, the neuter gender shall include the male gender and female gender, and vice versa. Section 12.15 Counterparts. This Agreement may be executed in separate counterpart copies, all of which counterparts shall have the same force and effect as if all parties hereto had executed a single copy of this Agreement. Section 12.16 Schedules and Exhibits. All Exhibits referenced in this Agreement are incorporated by this reference as if fully set forth in this Agreement. Section 12.17 Including. The word "including" and variations thereof, shall mean "including without limitation." Section 12.18 No Construction Against Drafter. This Agreement has been negotiated and prepared by the parties and their respective attorneys and should any provision of this Agreement require judicial interpretation, the court interpreting or construing such provision shall not apply the rule of construction that a document is to be construed more strictly against one party. Section 12.19 Rights Not for Benefit of Third Parties. In no event and under no circumstances whatsoever shall the rights herein granted or to be granted in the future pursuant to this Agreement, to or for the benefit of any party be deemed to be for the benefit of the public. No individual or entity that is not a signatory to this Agreement (other than successors and permitted assigns of the signatories of this Agreement) shall have any rights or privileges under or arising 24 out of this Agreement, nor shall any person or entity that is not a signatory to this Agreement otherwise be deemed a third party beneficiary of this Agreement. Section 12.20 Agents and Representatives. No Person other than the parties to this Agreement, and the permitted assignees of such parties, shall have any liability or obligation under this Agreement. Section 12.21 Further Assurances. Each ofthe parties to this Agreement shall execute such further assurances as any other party may reasonably require to confirm and perfect the transaction described in this Agreement. Section 12.22 Rights and Remedies Cumulative. The rights and remedies of the parties under this Agreement, whether provided by law, in equity, or by this Agreement, shall be cumulative, and the exercise by any party of any one or more of such remedies shall not preclude the exercise of any other remedies for the same such default or breach. Section 12.23 Estoppels. The parties hereto shall, from time to time, within fifteen (15) Business Days of request in writing of any other party, without additional consideration, execute and deliver an estoppel certificate consisting of statements, if true (and if not true, setting forth the true state of facts as the party delivering the estoppel certificate views them), that (i) this Agreement is in full force and effect; (ii) this Agreement has not been modified or amended (or if it has, a list of the amendments); (iii) the party requesting the estoppel certificate is not then in default; (iv) the parties have fully performed all of their respective obligations thereunder; and (v) such other statements as reasonably may be required by any party or any other appropriate party such as their respective partners, investors and lenders. Failure to respond to an estoppel request within fifteen (15) Business Days following the date of request shall constitute certification as true and correct, in all material respects the statements contained therein. Section 12.24 Covenants Run With the Land. It is intended that the covenants, grants, easements, agreements, promises and duties of each party as set forth in this Agreement, shall be construed as covenants and not as conditions, and that, to the fullest extent legally possible, all such covenants shall run with and be enforceable against both the covenantor and the affected Property or constitute equitable servitudes between the Property of the respective covenantor, as the servient tenement, and the Property of the respective covenantee, as the dominant tenement. Unless the content indicates otherwise, every covenant, easement, agreement and promise of each party as set forth in this Agreement shall be deemed a covenant, easement, agreement and promise made for the joint and several benefit of the other parties and every duty of each party as set forth in this Agreement shall be deemed to run to and for the joint and several benefit of the other parties Section 12.25 Licenses and Permits. Grove Bay shall, at its sole cost and expense, obtain any and all licenses, approvals, and permits necessary in connection with Tenant's use and occupancy of the Property. Section 12.26 Compliance with Laws. Grove Bay accepts this Agreement and hereby acknowledges that its compliance with all applicable laws, ordinances and codes of federal, state and local governments, as they may apply to this Agreement. [signature page follows] 25 26 IN WITNESS WHEREOF, the parties have executed this Grove Bay Parking Facilities Agreement, or have caused the same to be executed, as of the date and year first above written. CITY: THE CITY OF MIAMI, Florida, a municipal corporation organized under the laws of the State of Florida By: Name: Title: MPA: DEPARTMENT OF OFF-STREET PARKING OF THE CITY OF MIAMI, D/B/A MIAMI PARKING AUTHORITY By: Name: Arthur Noriega Title: Chief Executive Officer GROVE BAY: GROVE BAY INVESTMENT GROUP LLC By: Name: Title: Approved as to Legal Form: Victoria Mendez, General Counsel Approved as to insurance: Ann -Marie Sharpe, Risk Manager 27 Exhibit "A" Marina Property (To be attached prior to execution) 28 Exhibit "B" Parking Property (To be attached prior to execution) 2°t Exhibit "C" Design (To be attached prior to execution) 30 Exhibit "D" Construction Insurance (To be attached prior to execution) 31 Exhibit "E" Retail Configuration (To be attached prior to execution) Exhibit "F" (To be attached prior to execution 73 Exhibit "G" Existing Parking Facilities (To be attached prior to execution) 3`i Exhibit "H" Draw Down Schedule (To be attached prior to execution) 35 EXHIBIT D (To be inserted prior to signature)