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HomeMy WebLinkAboutExhibit - AgreementACCESS EASEMENT AND INDEMNIFICATION AGREEMENT This Access Easement and Indemnification Agreement (the "Agreement"), is made as of the day of ., 2015, by and among (i) THE CITY OF MIAMI, a municipal corporation organized under the laws of the State of Florida (the "City"), (ii) GROVE BAY INVESTMENT GROUP, LLC ("Grove Bay"), and (iii) GROVE HARBOUR MARINA AND CARIBBEAN MARKETPLACE, LLC ("Grove Harbour" and, collectively, with Grove Bay, the "Licensee"). RECITALS A. The City is the owner in fee simple of the real property located along the Coconut Grove waterfront at Dinner Key (the "City Tract"). B. The City and Grove Harbour entered into that certain Lease Agreement, dated March 12, 1999 (the "Grove Harbour Lease"), and with respect to that portion of the City Tract described therein (the "Grove Harbour Property"). C. The City and Grove Bay entered into that certain Lease Agreement, effective as of October 24, 2013 (the "Grove Bay Lease"), with respect to that portion of the City Tract described therein (the "Grove Bay Property"). D. The City entered into the Lease Agreement with Grove Bay pursuant to that certain Request for Proposal No. 12-13-001 - Lease of City -Owned Waterfront Property for Marina/Restaurant Uses (the "RFP"), which contemplated, among others things, that "the successful Proposer will share the use of Charthouse Drive with [Grove Harbour]" and further contemplated modifications to the roadway and the entering into of an "Access Easement" specifying the maintenance obligations of each of the entities with respect to Charthouse Drive (Charthouse Drive consists of the area identified on attached Exhibit A). E. Grove Bay has proposed making certain improvements to Charthouse Drive, which includes a change to the alignment of Charthouse Drive, to conform to the plans submitted by Grove Bay to the City and the parties desire to memorialize the agreement reached with respect to such improvements and the use and maintenance of Charthouse Drive. F. The City will derive substantial benefits from the development and operation of the improvements contemplated by the Grove Bay Lease and, based on the terms and conditions set forth in this Agreement, the City has agreed to grant such easement, all as more particularly described herein. NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged by both parties, the parties hereby agree and covenant, for themselves, their heirs, successors and assigns, as follows: AGREEMENT 1. Recitals. The above recitals are true and correct and are hereby incorporated into this Agreement by reference. 1 2. Charthouse Drive Improvements. Grove Harbour has reviewed the plans and specifications for the improvement and re -alignment of Charthouse Drive as proposed by Grove Bay. A copy of the plans and specifications are attached hereto as Exhibit B (the "Charthouse Drive Plans"). By its execution hereof, Grove Harbour approves the Charthouse Drive Plans, as such may be modified to comply with the requirements, permits and approvals of appropriate governmental or quasi -governmental authorities including, without limitation, the City. 3. Cost of Construction; Construction Approvals. (a) Grove Bay will design and construct the improvements, landscaping and all related infrastructure improvements set forth in the Charthouse Drive Plans, including, but not limited to, all drainage, lighting, pavement, curb, gutter and sidewalks. Grove Bay hereby agrees to pay, at its sole cost and expense, for the construction of such improvements, including any design, construction or construction related such as cost estimation and construction management, and professional fees, contemplated by the Charthouse Drive Plans. Construction shall comply with all applicable laws, codes, regulations, permit approvals, the Miami -Dade County Works Manual, as applicable, and similar consents which it shall be the responsibility of Grove Bay to secure in a timely manner. (b) Prior to commencing the construction of the improvements contemplated by the Charthouse Drive Plans, Grove Bay shall prepare construction plans and specifications for such roadway work (the "Plans and Specifications"), which Plans and Specifications (if consistent with the Charthouse Drive Plans) will be deemed approved by the City Manager (subject to compliance with the requirements of Section 6.6 of the Grove Bay Lease and applicable laws and regulations ). Grove Bay and/or Grove Harbour, at their sole cost and expense, may at any time, with the City Manager's prior written approval, relocate or remove any improvements included within the Charthouse Drive Plans, provided that such relocation does not unreasonably interfere with the use or the future use of Charthouse Drive as contemplated by the Charthouse Drive Plans. (c) The City hereby acknowledges and agrees that, during any construction, repair or maintenance of Charthouse Drive and during the operating hours of the marinas located within the Grove Harbour Property and the Grove Bay Property, access by the public to Charthouse Drive (as re -aligned pursuant to the Charthouse Drive Plans) may be partially or completely closed to permit for the safe conduct of such work or the safe operation of such marinas; provided, however that access for police, fire and other public safety vehicles may not be im peded. 4. Maintenance of Improvements. (a) Grove Bay hereby agrees to undertake the maintenance and repair of Charthouse Drive in keeping with a first class marina development, which maintenance shall include, without limitation, the following: (i) ensuring that the surfaces of Charthouse Drive remain in a level, smooth and evenly paved condition with the type of surface material originally installed or such substitute as shall, in all respects, be substantially equal in quality, use and durability; (ii) regularly schedule removal of all papers, mud and sand, debris, filth and refuse and thoroughly sweeping Charthouse Drive to keep the roadway area fit for its intended use; (iii) repairing and replacing any required directional signs and markers; and (iv) maintaining all landscaping located within the boundaries of Charthouse Drive (the "Maintenance Obligation"). All work performed by or on behalf of Grove Bay shall be conducted in a lien -free manner. Grove Bay will not allow 2 any property owned by the City to be liened or encumbered and will use diligent efforts to keep such property free of such liens and encumbrances. If any lien or encumbrance attaches, Grove Bay will promptly take all steps provided by law to contest, pay or discharge such lien or encumbrance. (b) Grove Bay and Grove Harbour shall each be responsible for one-half (1/2) of the cost of the Maintenance Obligation. Grove Bay shall separately account for all expenses related to the Maintenance Obligation and shall from time -to -time send to Grove Harbour a written invoice for its portion of the Maintenance Obligation, which payment shall be due and payable within thirty (30) days of receipt thereof by Grove Harbour. If either Grove Bay or Grove Harbour ceases to be in business, the surviving entity will assume the entire cost. (d) The City will, upon written request, reasonably assist in recouping any costs incurred by Grove Bay and Grove Harbour in connection with any damage to Charthouse Drive caused by the negligence or willful misconduct of third parties, provided, however, that the City shall not be required to initiate any legal proceedings or incur any costs associated with same. 5. Easements to Grove Bay and Grove Harbour. Subject to the conditions and limitations hereinafter contained, the City does hereby grant a non — exclusive easement to Grove Harbour and Grove Bay over, above and under Charthouse Drive, whereby Grove Harbour and Grove Bay, and all persons or entities who are or become tenants, licensees, assignees, successors -in - interest, or invitees thereof, have the non —exclusive right to use such portions of Charthouse Drive as depicted on the Charthouse Plans as being designated for use as, or actually used for, the parking of vehicles, roadways, access ways, driveways, sidewalks or walkways, at such time as it is developed or redeveloped (the "Easement Area"). In addition to the foregoing, the City grants to Grove Bay (and its designees, assignees and successors in interest) the exclusive right to occupy and use, including for the erection of structures, within such portions of Charthouse Drive not otherwise included within the Easement Area (which right shall extend for the term of the Grove Bay Lease, as may be extended pursuant thereto) and as depicted in the Charthouse Drive Plans. 6. Term. This Agreement shall continue to be in full force and effect through the term of the Grove Bay Lease (as such term may be extended pursuant to the terms thereof). 7. Covenants of Further Assurances. From time to time, at the request of any of the parties hereto, such party may request that the other parties execute and deliver any and all other instruments that may be required by law to effectuate the terms and conditions of this Agreement, including, but not limited to, any permit application necessary in furtherance of the approvals required to construct the improvements contemplated by the Charthouse Drive Plans. This Section shall not be interpreted or construed to obligate the City to issue, consent to or approve such instruments as are not in accordance with all applicable laws, codes and regulations. Any such instruments must be in a form acceptable to the City. 8. Covenants Running with the Land. The non-exclusive easements hereby granted, the restrictions hereby imposed, and the agreements herein contained shall be non-exclusive easements, restrictions and covenants running with the land for the term of the Grove Bay Lease (including any option periods which are exercised) and shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, including, but without limitation, all subsequent owners of the City Tract and successors -in -interest to the Grove Harbour Lease and the Grove Bay Lease, and all persons claiming under them. 3 9. No Third Parties Beneficiaries. , Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason. of this Agreement on any persons other than the parties hereto and their respective successors and permitted assigns. The maintenance obligations set forth in Section 4 of this Agreement are not intended to create any duty as between Grove Bay or Grove Harbour and any invitee onto Charthouse Drive, such obligations set forth therein are only intended to describe the obligations as between Grove Harbour and Grove Bay. 10. Indemnification. The Licensee, severally, and jointly, shall indemnify, protect, defend, release, and hold City, the Miami Parking Authority ("MPA") their respective officers, officials, employees, agents, representatives, and servants (collectively, the "Indemnitees") harmless from and against all claims, damages, causes of actions, actions liabilities, and losses (collectively "the Claims"), whether the Claims arise in contract or in tort or arise out of failure to comply with any applicable law, regulation, code or rule, or to follow any standard of care or duty of care in the construction or maintenance of the improvements or of their use by the Licensee or its employees, agents, servants , representatives , licensees or invitees or arising out of, under, or in connection with this Agreement including but not limited to reasonable attorneys' fees and court costs, incurred by any and all of the Indemnitees in relation to Licensee's construction of the improvements related to Charthouse Drive (the "Work") and incurred to or to anyone on Charthouse Drive as a result of negligent actions or omissions taken by the Licensee, any of its agents, employees, representatives, contractors, sub -contractors, or consultants performing the Work or any other activities on Licensee's behalf in furtherance thereof and will further defend the City and MPA, its officials and/or employees against any civil actions, administrative, regulatory, statutory or similar claims, and for injuries, liabilities, or damages arising or resulting from the permitted work. Licensee hereby voluntarily and knowingly waives any and all claims against the Indemnitees for personal injuries or property damages sustained by the Licensee, its agents, employees, representatives, contractors, sub -contractors or consultants arising out of or related to the activities undertaken by the Licensee, its agents, employees, representatives, contractors, sub -contractors, or consultants upon Charthouse Drive or in connection with the Work and releases the Indemnities from any and all claims and liabilities in connection therewith, except such claims that arise as a result of the Indemnitees own negligence, gross negligence or intentional misconduct. This indemnity provision shall commence on the Effective Date and shall survive the termination of this Agreement. 11. Risk of Loss. Licensee understands and agrees that the City shall not be liable for any loss, injury, destruction or damage to any personal property or equipment brought into the Charthouse Drive by Licensee or by anyone whomsoever, during the time that Charthouse Drive is under the control of, or occupied by the Licensee. All personal property placed or moved in Charthouse Drive shall be at the risk of Licensee or the owner thereof. 12. Insurance. The insurance policies obtained by Grove Bay pursuant to the Grove Bay Lease shall specifically include within its coverage limits the property consisting of Charthouse Drive and the failure to maintain such insurance shall constitute a material default of this Agreement. A copy of the required Insurance shall be provided by the same means as set forth in the Lease. and are attached as Exhibit C. 13. Miscellaneous Provisions. A. CITY APPROVAL 4 Whenever an item herein is subject to approval by the City that does not require City Commission approval, the City Manager shall be the sole judge of the worthiness and benefit of the item for which approval is sought and shall approve or disapprove such item at his/her sole discretion (except as otherwise provided in this Agreement or as otherwise provided by law or regulation). B. MODIFICATIONS, AMENDMENTS, EXTENSIONS, WAIVERS Any alterations, variations, modifications, extensions or waivers of provisions of this Agreement, including but not limited to access to and any other uses of the Property, and the effective Term, any Extended Term, and any extensions or renewals, shall only be valid when they have been reduced to writing, duly authorized by the City Manager or by the City Commission (as applicable in accordance with the City Code), executed by the City Manager, approved by the City Risk Management Director and the City Attorney as to legal form and attested by the City Clerk on behalf of the City, and executed by the authorized officers of Grove Bay and Grove Harbour on behalf of Licensee. C. NOTICES All notices pursuant to this Agreement shall be in writing and sent by certified mail or delivered by personal service to the addresses for each Party appearing on page one of this Agreement and as indicated below, or as the same may be changed in writing from time to time. Licensee to: Grove Bay investment Group, LLC Address: 2640 S. Bayshore Drive, Suite 302 Miami, FL 33133 Attention:Otto Boudet-Murias Grove Harbour Marina and Caribbean Marketplace, LLC Address: 2640 S. Bayshore Drive Suite 2-305 Miami, FL 33133 Attention: Jay Leyva City to: City Manager, City of Miami Miami Riverside Center 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130 And with copies to: Director, Public Facilities Department City of Miami, Miami Riverside Center 444 S.W. 2nd Avenue, 3rd Floor Miami, Florida 33130 City Attorney City of Miami, Miami Riverside Center 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130 5 Director, City of Miami Public Works Department City of Miami Riverside Center 444 SW 2nd Avenue, 8th Floor Miami, Florida . 33130 It is Licensee's responsibility to advise the City in writing of any changes in Licensee's contact names, addresses and/or telephone numbers. Such notice shall be deemed given on the day on which personally served, or if by certified mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. D. AUTONOMY Both Parties agree that this Agreement recognizes the autonomy of, and stipulates or implies no affiliation between, the contracting parties. It is expressly understood and intended that Licensee is only receiving access to Charthouse Drive for the purposes specifically set forth in this Agreement and that Licensee is not an agent or instrumentality of the City, and that Licensee's agents, representatives, contractors, sub -contractors, consultants, and employees are not agents, representatives, contractors, sub -contractors, consultants, or employees of the City. E. HEADINGS, USE OF SINGULAR AND GENDER Paragraph headings are for convenience only and are not intended to expand or restrict the scope or substance of the provisions of this Agreement. Wherever used herein, the singular shall include the plural and plural shall include the singular, and pronouns shall be read as masculine, feminine or neuter as the context requires. F. GOVERNING LAW AND VENUE; ATTORNEY'S FEES This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida without regard to its conflicts of laws provisions. Any controversies or legal problems arising out of the terms of this Agreement and any action involving the enforcement or interpretation of any rights hereunder shall be submitted to the jurisdiction of the State courts of the Eleventh Judicial Circuit, in and for, Miami -Dade County, Florida. Each party shall bear their own respective attorney's fees. G. WAIVER OF JURY TRIAL The parties hereby knowingly, irrevocably, voluntarily, and intentionally waive any right either may have to a trial by jury in respect to any action, proceeding, claim, or counterclaim based on this Agreement, or arising out of, under, or in connection with this Agreement, any renewal(s) hereof, any amendment, extension, or modification of this Agreement, or any other agreement executed between the parties in connection with this Agreement, or any other course of conduct, course of dealing, statements (whether verbal or written), or any other actions of any party hereto. This waiver is a material inducement for the City and the Licensee to enter into this Agreement. H. CITY NOT LIABLE FOR DELAYS Licensee hereby understands and agrees that in no event shall the City be liable for, or responsible to Licensee or any of Licensee's employees, representatives, contractors, sub- 6 contractors, consultants, or agents, or to any other person, firm, or entity for or on account of, any stoppages or delay(s) in Work herein provided for, or any damages whatsoever related thereto, because of any injunction or other legal or equitable proceedings or on account of any delay(s) for any cause over which the City has no control. I. INTERRUPTION IN SERVICE Either party shall be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, labor disputed, riots earthquakes, or other acts or nature. The obligations and rights so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. In the event the interruption of a party's performance continues for a period in excess of thirty (30) days, the other party shall have the right to terminate this Agreement upon ten (10) days' prior written notice to the other party. J. SEVERABILITY If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never been a part of the Agreement, and the remaining provisions shall remain in full force and effect unaffected by such severance, provided that the severed provision(s) are not material to the overall purpose and operation of this Agreement. K. ASSIGNMENT This Agreement is personal to the Licensee and may not be transferred, pledged, encumbered, sold or conveyed, in whole or in part by Licensee (except in conjunction with the assignment of the Grove Bay Lease or Grove Harbour Lease, or to a wholly owned subsidiary or affiliate of Licensee provided such Assignee signs an Assumption/Assignment Agreement in a form acceptable to the City)which Assignment/ Assumption Agreement shall require the approval of the City Commission and of the City Attorney as to legal form L. PAYMENT AND PERFORMANCE BOND Grove Bay hereby agrees to include the Work and the cost of construction of the improvements in the calculation of the amount of the payment and performance bonds contemplated in Section 6.2 of the Grove Bay Lease. Payment and Performance Bonds(s) shall be in the form required by 255.05, Fla. Stat. , shall name the City as a co -obligee or additional obligee and must be subject to the approval of , and maintained at all times on file with, the City of Miami Risk Manager. M. MERGER This Agreement constitutes the sole and entire agreement between the parties related to the subject matter contained herein. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. 7 N. NO CONFLICT OF INTEREST. Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, Licensee hereby certifies to City that no individual equity holder of Licensee, no employee, and no subcontractor under this Agreement nor any immediate family member of any of the same is also a member of any board, commission, or agency of the City. Licensee hereby represents and warrants to the City that throughout the term of this Agreement, Licensee, its employees and its subcontractors will abide by this prohibition of the City Code. [INTENTIONALLY LEFT BLANK] 8 IN WITNESS WHEREOF, the City and Licensee have caused this Access and Indemnification Agreement to be executed as of the date Effective Date set forth above. WITNESSES: Print Name: Print Name: WITNESSES: Print Name: Print Name: GROVE BAY INVESTMENT GROUP, LLC, a Florida limited liability company By: Name: Its: GROVE HARBOUR MARINA AND CARBBEAN MARKETPLACE, a Florida limited liability company By: Name: Its: ATTEST: CITY OF MIAMI, a municipal corporation of the State of Florida. By: By: Todd B. Hannon Daniel J. Alfonso City Clerk Acting City Manager Date: APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM REQUIREMENTS: AND CORRECTNESS: By: By: Anne -Marie Sharpe, Director Victoria Mendez Risk Management City Attorney STATE OF FLORIDA ) SS: COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of 2015, by , the of the County of Miami, a political subdivision of the State of Florida, on behalf of the political subdivision. has produced as identification. Notary Public -State of Florida Commission Number: My commission expires: 10 #33782980_v4 EXHIBIT A CHARTHOUSE DRIVE LEGAL DESCRIPTION PARCEi. 4 LEGAL DEECRPTIOM A portion of Tract A of Dinner Kay, according to the plat thereof as recorded in plot book 34, at page 2, of the Public Records of Miami Dade County, Florida and a portion of Section 22, Township 54 South. Range 41 Eat. Miami -Dade County. Florida. more particularly described as flows: Commence at the Intersection of the City Monument Lines of SW. 27th Avenue with South Bay Share Drive as shown an said plat of Dinner K. Thence long the Monument Line of said South Bay Shore Drive for the folowing described two (2) courses 1) Thence North 36'17'22' East for 1131.51 feet; 2) Thence North 51'31'01' East, for 33.47 feet; Thence South 76'46'59" East. departing the previously described line, for 98.06 feet: Thence South 51'31'01' West for 8.28 feet Thence South 12'58'01' West for 17.90 feet; Thence North 7678'34' West for 5.25 feet to a point of intersection with a Tine poalel with and 22.22 feet southeasterly of as measured at right angles, the southeasterly right-of-way Wne of South Bay Share Drive; thence South 36'09'01' West, along the previously described vine. for 245.49 feet to a point of intersection with the northerly right-of-way Ilse of Chart House Drive as shoat on the Sketch of Survey doted January 14. 1985 referred Ile No. Misc. 61-139 rev. andpspared by Schwebke & Shi>Man and Associates and as shown on that Specific Purpose Survey at Dinner Key Marna. prepared by Biscayne Engineering; Thence akng said line. for the following described eight (8) courses; 1) Thence South 32 05'13' East for 237.20 feet to the Point of Beginning of the hereinafter described parcel; 2) Thence South 76'48 59 East for 78.00 feet; 3) Thence North 70'41'48' East for 46.60 feet 4) Thence South 76'46'59' Eat for 215.80 feet; 5) Thence South 54'24'40" East far 60.50 feet 6) Thence South 76'46'59' East for 93.00 feet 7) Thence South 31'04'07" East for 70.18 feet; 8) Thence South 76'03'06" East for 17.58 feet; Thence South 39'08'26" West departing the previously described line. for 12.87 feet to a point on the northerly edge of pavement of Chart House Drive said point being on a drodar curve concave to the Northeast and said point bears South 45'04'04' West from the center of said curve; Thence along the northerly edge of pavement of said Chart House Drive for the flowing described three (3) courses; 1) Thence Southeasterly along the arc of said curve to the left. having a radius of 273.78 feet and a central angle of 0432'06' fora distance of 23.26 feat to a point; 2) Thence South 2913'50" West for 21.82 feet to a point on a circular curve concave to the Northeast and said point bears South 38'44'40" West torn the center of said curve; 3) Thence Northwesterly dung the arc of said curve to the Right, having a radius of 348.97 feet and a central angle of 04'24'23' for a distance of 26.84 feet to a point Thence South 12'55'28' West for 13.78 Mat to a point of intersection with on existing back of sidewalk; Thence long the previously described back of sidewalk for the tailoring dssabed twenty one (21) courses; 1) Thence North 47'44'58' West for 12.22 feet to a point of curvature of a circular curve concave to the Northeast; 2) Thence Northwesterly, along the arc of said curve to the right having a radkrs of 98.00 Met and a central angle of 16'31'40" for a distance of 28.27 feet to the point of tangency, 3) Thence North 3113'18" West far 14.48 Met to o point of curvature of a circular curve concave to the Southwest; 4) Thence Northwesterly, along the arc of said curve to the left, having a radius of 100.00 Met and a central angle of 11'38'35' for a distance of 20.32 feet to the point of tangency, 5) Thence North 42'51'53" West for 5.10 feet to a point of curvature of a circular curve concave to the Southwest 6) Thence continue Northwesterly. dong the arc of said curve to the left, having a radius of 33.00 feet and a central angle of 33'27'08" for a distance of 19.27 Met to the point of tangency, 7) Thence Nash 7899'01" West for 64.42 Met; 8) Thence South 13'57'56' West for 1.47 Met 9) Thence North 75'50'29" West for 25.93 feet 10) Thence North 45'02'51" West for 18.31 feet to a point of curvature of a circular curve concave to the Southwest 11) Thence Northwesterly. along the are of said curve to the left, having a rodkis of 64.79 feet and a centrd angle of 11'21'21" fora distance of 12.84 feet to the point of tangency, 12) Thence North 56'2412" West for 5.41 feet to q point of curvature of a circular cave concave to the Northeast; 13) Thence Northwesterly, dung the arc of said curve to the right, having a radius of 23.50 Met and a central angle of 30'58'59" for a distance of 12.71 feat to the paint of tangency, 14) Thence North 25'25'13' West for 6.96 feet to a point of curvature of a cicala curve concave to the South; 15) Thence Northwesterly, along the arc of sad curve to the let. ho6M19 0 radius of 3.00 feet and a central angle of 51'39'10' for a distance of 2.70 feet to the point of tangency, 16) Thence North 77'04'23" West for 125.67 feet to a point of curvature of a circular curve concave to the South; 17) Thence Northwesterly. Westerly and Southwesterly slang the arc of said curve to the left, having a radius of 10.15 Met and a central angle of 14'26'49" for a distance of 2.56 feet to the point of tangency; 18) Thence South 88'28'48' West for 17.55 feet; 19) Thence North 76'52'13' West for 28.42 test; 20) Thence South 76.07'58" West for 40.18 Met to a point of curvature of a circular curve concave to the Northwest; 21) Thence Southwesterly, along the are of said curve to the right, having a radius of 43.33 feet and a central angle of 13'43'53' for a distance of 10.38 feet Thence South 12'56'52" West for 2.79 feet to a point on a circular curve concave to the Northeast and said point bears South 0836'57' West from the center of said curve; Thence Northwesterly, Bong the arc of said curve to the righht, having a radius of 29.25 feet and q central angle of 16'37'02" for a distance of 8.48 feet to a point; Thence North 7737'14' West for 58.87 feet to a point of intersection with an existing back of sidewalk; Thence along the previously described back of sidewalk for the following described two (2) courses; 1) Thence North 8115'17' West for 6.47 feet to a point of curvature of a circular curve concave to the Northeast 2) Thence Northwesterly, along the arc of said curve to the right, having a radius of 72.00 feet and a central angle of 15'38'34' for o &stance of 19.68 feet; Thence North 12'23'17" East for 3&46 Met to the Point of Beginning. Containing 22.828 sq. ft. or 0.52 acres mare or less. 11 #33782980_v4 EXHIBIT B CHARTHOUSE DRIVE PLANS A f 9 � R � 0 i i ' m9��� 12 #33782980_v4 EXHIBIT C INSURANCE REQUIREMENTS The following constitute the insurance requirements as set forth in Exhibit "J" of the Grove Bay Lease: Lessee, at its sole cost, shall obtain and maintain in fu of this Lease, the following insurance coverage: oree nnd efICL at al Commercial General Liability Limits of Liability Bodil Injury and Property Damage Linbilty Lach Occurrence $1,000,000 General Aggregate Limit Products and Completed Operations Personal and Advertising Injury Damage to rented premises Indorsements Required City of Miami listed as nn Additional insured Additional insured endorsement required Contingent Liability & Contractual Liability Premises/Operations Liability II. Business Automobile Liability Limits of Liability Bodily Injury and Property 1)naeLhduy Combined Single Lint Any Auto/Owned/Scheduled Including Hired, Borrowed or Non -Owned Autos Any One Accident Endorsements Required City of Miami listed as nn Additional Insured CIL Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation S2,000,000 $ 1,000,000 S1.000,000 $100,000 S500,00o IV. Employer's Liability Limits of Liability I3odily injury MSC(' by 1111 aecident, each accident $500,000 Bodily injury caused by disease, each employee $500,000 Bodily injury caused by disease, policy limit S500,000 V. Liquor Liability A. Limits of Liability Each Occurrence 1,000,000 VI. Excess Llabillty/Usubrella Polley A. Limits of Liability Bodily Injury and Property Damage Liability ,riod 13 #33782980_v4 Each Occurrence S3,000,000 Aggregate S3,000,000 City of Miami listed as an additional insured. Umbrella should include liquor liability VII. Marine Operators Legal Liability A. Limits of Liability Each Occurrence $ I ,000,000 VIII. "All Risk" Causes of Loss: special thrift coverage, including then, windstorm and flood coverage, and equipment breakdown coverag,e. Valuation: I00% replacement cost on building and Lessee's business personal property, including improvements, all its equipment, fixtures and furniture The Lessee must famish Certificate of Insurance liar affording coverage for the building or premises Business Income and Extra Expense should be included preferably issued on an Actual Loss Sustained Basis. The Clty's Nutriment of Risk. Management, reserves the right to reasonably amend the insurance requirements by the issuance of it notice in writing to Lessee, The Lessee shall provide any other insurance or security reasonably required by the City. The policy or policies of insurance required shall provide for notice of eancellation or material changes in accordance to policy provisions. Said notice should be delivered to the City of Miami, Department of Risk Management, 444 SW 2 Avenue, 91' Floor, Miami, Florida 33130, with copy to City or Miami, Department of Public Facilities, 444 SW 2 Avenue, 3' Floor, Mimi, Florida 33130, or such other address that may he designated from time to time, A eurrent evidence and policy of insurance evidencing the nthresaid required insurance covet -lie shall be supplied to Department of Public Foeilities of the City at the winmencement of this Lease and a new evidence and policy shall be supplied at least twenty (20) days prior to the expirntion of each such policy Insurance policies required above shrill be issued by companies authorized to do business under the laws of the State, with the following qualifications as to management and financial strength: the company or companies should be rated "A-" as to management, and no less than class "V" as to financial strength, in accordance with the latest edition of Dell's Key Ra,ing Guide, or the company or comptis holds a valid Florida Certificate or Authoriiy issued by the State of Florida, Department of Insurance, and is a member of the Florida Guarantee Fund, Receipt of any doeumentation of insurance by the City or by any of its representatives, which indieales less coverage than requited, does not constitute a waiver of Lessee's obligation to fulfill the insurance requirements herein. In the event Lessee she 1 thil to procure and place such insurance, the City may, but shall not be obligated to, procure and place same, in which event the amount attic premium paid shall be paid by 1„essee to the City as an additional the upon demand and shall in each instance he collectible on the first day of the month or any subsequent month following the date of payment by the City, Lessee's Alum to procure insurance shall in no way release Lessee from its obligations and responsibilities as provided hewn 14 #33782980_v4