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LEASE AGREEMENT Between THE CITY OF MIAMI and BAYSHORE PROPERTIES, INC. LEASE AGREEMENT TABLE OF CONTENTS PREAMBLE 1. DESCRIPTION OF PREMISES 2. TERM 3. USE OF PROPERTY 4. NON-DISCRIMINATION 5. PUBLIC ACCESS TO THE WATERFRONT 6. REDEVELOPMENT PLANS 7. PERMITS 8. CONSTRUCTION SURETY BOND 9. LICENSES 10. TAXES 11. PARKING 12. EASEMENT FOR WATER TAXI OR TRAM STATION 13. CONSIDERATION 14. PERFORMANCE BOND - CASH DEPOSIT 15. ACCOUNTING 16. BOOKS, RECORDS, ACCOUNTS AND STATEMENTS 17. EXAMINATION BY THE CITY 18. DEFAULT 19. NOTICES 20. ATTORNEY FEES 21. INSURANCE 22. INDEMNIFICATIONS 23. DAMAGE OR LOSS TO COMPANY PROPERTY 24. DESTRUCTION OF PROPERTY 25. BUILDING MAINTENANCE 26. UTILITIES 27. PURE FOOD AND SANITARY LAWS 26. CONFORMITY TO THE LAW 29. DOCKAGE RATES 30. PLEDGE OF LEASEHOLD INTEREST -i- 31. ASSIGNMENT AND SUBLETTING OF PREMISES 32. BINDING ON SUCCESSORS 33. INVENTORY 34. OWNERSHIP OF IMPROVEMENTS 35. EXPIRATION 36. ENTIRE AGREEMENT 37. CAPTIONS -ll- LEASE AGREEMENT THIS LEASE AGREEMENT made this 20th day of Septembev 1985, between the CITY OF MIAMI, a Municipal corporation of the State of Florida, hereinafter called the "City", and BALSHORE PROPERTIES, INC., a Florida corporation, with offices at 2460 South Bayshore Drive, Miami, Florida 33133, hereinafter referred to as the "Company.,, WITNESSETH: WHEREAS, the City of Miami desires redevelopment and utilization of two adjoining parcels of City -owned property known as the Kelley Property and the Miley Property in general accord with the Dinner Key Master Plan; and WHEREAS, the City and Bayshore Properties, Inc. have entered into a Lease Agreement dated the 30th day of April, 1981 for the Kelley Property and a separate Lease Agreement for the Miley Property effective the 1st day of June, 1977; and WHEREAS, both Lease Agreements were to expire in the year 2007; and WHEREAS, because of complex litigation which precluded the development and use of the Kelley Property for a period in excess of three years the Commission adopted Resolution No. 84-1450 which extended the terms of the Kelley Property lease agreement an additional three years to the year 2010; and WHEREAS, Bayshore Properties, Inc. desires to redevelop the two parcels as an integrated site to provide additional waterfront commercial and recreational activities for the benefit of the public; and WHEREAS, in order to develop the sites in a financially feasible manner Bayshore Properties, Inc. has requested that the two leases be combined into one lease and said lease terms be extended for an additional 25 years from the year 2010; and WHEREAS, the Charter of the City requires that under certain circumstances an extension or modification to an existing lease of waterfront property first be approved by a majority of the voters of the City of Miami; and WHEREAS, the City Commission has determined the requested modification and extension is in the best interest of the public and herein directs that a special municipal election be held; and WHEREAS, on the 13th day of August , 1985, the requested modifications and extension were approved by a majority of the voters; and WHEREAS, the parties agree that upon execution of this Lease Agreement the two lease agreements referred to hereinabove are hereby terminated and the covenants, obligations and conditions contained therein are extinguished; and WHEREAS, the City Commission in Resolution No. 85-717 upon the recommendation of the City Manager, and subject to referendum, approved the herein Lease Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants and conditions herein contained, it is agreed by the parties hereto as follows: 1. DESCRIPTION OF PREMISES: The City hereby leases unto the Company for the purpose and under the conditions hereinafter set forth, the following real property and bay bottom lands (hereinafter referred to as the "Property"), located on Biscayne Bay, City of Miami, Dade County, Florida, as described in Exhibit A attached hereto and made a part hereof. 2. TERM: The term of this Lease Agreement shall commence on the 30th day of September, 1985, and shall end on the 31st day of May, 2035. 3. USE OF PROPERTY: The Company will develop, manage, and promote the property to prospective tenants in such a manner that will offer the Essential Services (as hereinafter defined) required and encourage public enjoyment, use, and participation so as to make the project financially feasible to both the Company and the City, as well as to reach the objectives of the Dinner Key Master Plan. -2- The Company covenants and agrees to provide each and every Essential Service as required in its use of the Property, as hereinafter listed, if allowed by law; and subject to the issuance of a certificate of use and occupancy with City zoning approval. The Essential Services will be provided during the entire term of this lease (subject to interruption for reasonable periods if due to a loss of a tenant or concessionaire providing Essential Services) unless and until the Company files a request in writing for permission to discontinue a use or service and the reasons therefor and said permission is granted by the City Manager. The City Manager shall only permit discontinuance of an Essential Service or use if he or she finds that it is no longer essential and that the discontinuance of said Essential Service(s) oriuse is in the greater interest of the public. Essential Services required in the use of the Property: 1. A restaurant; 2. Retail facilities; 3. A marina, including an adequate number of spaces for transient vessels; In addition, the following list of uses may be provided for by the Company or the tenants) of the Property: (a) A refreshment stand; (b) Boat rentals; (c) Bait and tackle shop; (d) Convenience food store for the benefit of marina tenants; (e) Marine supply store, including diving gear; (f) Outboard motor sale and incidental service; (g) Marine clothing sales; (h) Marine furniture sales and incidental manufactur- ing; (i) Boat tours; (j) Fishing area; (k) 'Sporting goods store; -3- (1) Antique store; (m) Art galleries and book store open to the general public; (n) Bakery; (o) Bicycle sales and repair; (p) ,China and crockery; (q) Confectionery or ice cream store; (r) Clothing; (s) Photographic sales; (t) Gift shop; (u) Hobby shop; (v) Jewelry and watch sales, repair and service; (w) Leather goods - sales and incidental assembly and repair; (x) Lounges; (y) News stand or sundry; (z) Barber shop, beauty parlor, and shoe polishing stand; (aa) Travel and ticket agency; (ab) Sailniaker; (ac) Arts and crafts; (ad) Office for management and rental of the Property; (ae) Marine fuel pumps; (af) Any related or allied uses to the above if approved by the City Manager which approval may not be unreasonably withheld or delayed. All Marina operations, including rental of all boat slips shall be directly controlled and operated by the Company unless the consent of the City Manager is given in writing to do otherwise on such conditions as are mutually agreeable to the City Manager and the Company. 4. NON-DISCRIMINATION: The Company agrees that there will be no discrimination under any circumstances against any person -4- on account of race, color, sex, religious creed, ancestry, or national origin desiring to use the Property and the improve- ments. Any such acts will be considered a default subject to the terms and conditions of Paragraph 18, and it is expressly under- stood that upon final determination of such discrimination the City shall have the right to terminate this Lease Agreement. The Company agrees that minorities shall participate in the develop- ment of the Project, including construction contracts and jobs as well as in the work force created by the development. Minorities shall have priority in the leasing of all tenant spaces. 5, PUBLIC ACCESS TO THE WATERFRONT: The public shall be allowed access to the waterfront areas of the Property and all facilities located on the Property shall be available to the public, subject to the right of the Company to establish and enforce rules `and regulations to provide for the orderly opera- tion, security, and public safety of said facilities. A copy of all rules and regulations and any changes occurring therein shall be subject to the approval of the City Manager, which approval shall not be unreasonably withheld or delayed. 6. REDEVELOPMENT PLANS: The Company agrees to redevelop the property in substantial accordance with plans and specifi- cations furnished in its public proposal (Exhibit "B") as may be allowed by law. The redevelopment of the docking facilities is anticipated by the Company. If by law dredging and/or land fill is not permitted, this will not substantially alter the remaining overall project, and a boardwalk would still border the bay - front. The developmental plans of the Company must complement the overall design and planning of the Coconut Grove Dinner Key area. Any waiver by the City of the execution of any part of the proposed plans shall not be construed to be a waiver of any other part of such plan. The Company agrees that no structure of any kind now existing on the premises shall be altered or any new structure erected upon the Property unless the plans therefor shall have been approved by the City Manager, which approval -5- shall not be unreasonably withheld or delayed. Construction shall commence within eighteen (18) months of the date of execu- tion of said Agreement and shall be completed within five (5) years from this date unless permit delays or other delays are caused by the City, and in such case, this eighteen (18) month and/or five (5) year period shall be extended by the same time period (the "Delay Period"). Composite Exhibit "B" attached hereto describes the plans and specifications furnished in the Company's proposal. It is agreed that the improvements to the Property, as described in Paragraph 1, and to be made by the Company, will require the expenditure of not less than Two Million Six Hundred Thousand Dollars ($2,600,000.00) (the "Improvement Expenditure"). This sum does not include the expenditure for improvements to a parking site or sites as described in Paragraph 11, said sum, which is not to be less than Four Hundred Thousand ($400,000.00) Dollars (the "Parking Sites Expenditure"), which Parking Sites Expenditure is to be in addition to the Improvement Expenditure. The Company will submit copies of paid invoices corresponding to the Improvement Expenditure and the Parking Sites Expenditure in accordance with Paragraph 15. The City agrees, within ninety (90) days after the exe- cution of this lease, to provide adequate water and sanitary sewage lines to the property line in accordance with normal City services. The Company shall have the responsibility of ensuring and providing for adequate electrical power, gas, and telephone service to the property. The Company shall provide the required ornamental landscaping and lighting, all in accordance with the redevelopment plan. The boardwalk, as proposed in the Company's proposal document (Composite Exhibit "B"), shall be constructed in accor- dance with the design standards set forth in the Dinner Key Master Plan and shall be constructed by the Company. The public shall have free and unobstructed use of the boardwalk at all times. Said boardwalk shall be completed prior to the issuance of a certificate of occupancy for the proposed project. -6- 7. PERMITS: The Company agrees to have final plans pre- pared which will comply with all pertinent provisions of the South Florida Building Code and the ordinances, rules and regula- tions of Dade County and the City of Miami. The Company agrees that no structure of any kind now existing on the Property shall be altered or a new structure erected upon the Property unless the plans for said construction have been approved by the City Manager, which approval shall not be unreasonably withheld or delayed. As a condition to this Lease the Company shall obtain at its sole cost and expense all permits, approvals, and related documents from any and all Federal, State, and local governments and agencies requiring them for the construction, or construction of any new docking or upland Company facilities. The Company shall apply for and obtain all permits or approvals necessary to commence construction, dredging, and/or filling on the Property. 8. CONSTRUCTION SECURITY BOND: The Company shall, prior to the commencement of construction or the awarding of any contract for construction on the Property by the Company or any agent of the Company, furnish the City with a Statutory Payment and Per- formance Bond (the "Construction Bond"), in the amount of Seven Hundred Fifty Thousand ($750,000.00) Dollars, naming the City as the owner and the Company as the principal. The conditions of the Construction Bond shall be to insure that the Company will: (1) promptly make payment to all claimants, as defined in Section 255.05 (1) Florida Statutes, supplying the principal with labor, materials, or supplies, used directly or indirectly by the prin- cipal in the prosecution of the work provided for in the Agree- ment; (2) pay the owner all losses, damages, expenses, costs, and attorney's fees, including appellate proceedings, that the owner sustains because of a default by the principal under the Agree- ment, and; (3) perform the guarantee of all works and materials furnished under the Agreement for the time specified in the Agreement. The Construction Bond may be terminated, with the written approval of the City Manager of the City, at such time as -7- the proposed construction project is completed and fully opera- tional and open to the public: and satisfactory evidence is pro- vided by the Company to the City Manager that all requirements of the Construction Bond have been satisfactorily concluded. The form of the Construction Bond shall be as approved by the City Finance Department, Risk Management Division, in accordance with the requirements of Chapter 255, Florida Statutes, and Miami City Code $ 18.57. 9. LICENSES: The Company agrees to obtain and pay for all required licenses necessary for the proposed operation and con- duct of its business, and agrees to comply with all laws govern- ing the responsibility of an employer with respect to persons employed by the Company. It will be the responsibility of the Company to obtain the necessary liquor licenses to permit the sale of alcoholic beverages as permitted by this Agreement. The Company may sell all alcoholic beverages incidental to the restaurant but only beer and wine sales will be permitted from the refreshment stands and convenience food store. All alcoholic beverages sold in accordance with the provisions of this Agree- ment shall be sold in accordance with applicable State Beverage Regulations. 10. TAXES: During the term hereof, the Company covenants and agrees to pay all taxes of whatsoever nature lawfully levied or assessed against the Property and improvements, property, sales, rents or operations thereon, including, but not limited to, ad valorem taxes. Payment thereof shall commence with and shall include taxes assessed for the current year. The Company further covenants and agrees to pay all of the said taxes, if any, lawfully assessed, on such dates as they become due and payable. .4The failure of the Company to pay the taxes as afore- said shall constitute grounds for the immediate cancellation of this Lease Agreement by the City, subject to the terms and condi- tions of Paragraph 18. 11. PARKING: The Company shall meet the lawful off-street parking requirements for the use of the Property. The City shall provide one or more sites for said off-street parking. The -8- Company will develop and construct the parking on such sites at its expense and according to the standard specifications of the City. All parking so developed shall be used in common with the public but shall count for required off-street parking of Company. The Company shall be allowed by the City to use the area shown on Exhibit "C" to meet its required parking until such time as the City Commission requires the Company to vacate because of imminent construction activity on the area as a result of the City Commission's approval of other development for the area or if required to do so by judicial action. In either case the City Commission shall provide the required parking in the Dinner Key area. The Company shall provide a tram service during normal hours of operation from the parking sites to the subject Property, which service shall run a minimum of twelve (12) times e daily from the parking sites to the Property. The tram service shall be provided at the sole cost and expense of the Company, its agents or assigns. The Company shall indemnify the City in the operation of said tram service as provided in paragraph 23 and shall provide the City with adequate insurance coverage, which is usual and customary to cover an exposure of this type for the tram service, subject to the approval of the Department of Finance, Risk Management Division. 12. EASEMENT FOR WATER TAXI OR TRAM STATION: In the event the City decides to provide or grant a franchise to provide a tram or people mover system for the Dinner Key area, the Company agrees to permit the City to establish a station and roadway for access for said system on the Property so long as the same does not unreasonably interfere with the operations of the Company or its tenants under this lease. Any costs in adjusting the site to accommodate said system shall be borne by the City or its fran- chisee as the case may be. Location of said facilities as described above are subject to approval by the Company which the Company shall not unreasonably withhold or delay. 13. CONSIDERATION: I. Minimum Annual Guaranteed Rental: As consideration for the lease of the said property, the Company shall pay to the -9- City the greater of: (1) the Minimum Annual Guaranteed Rental as hereinafter defined; or (2) Percentage Rental as hereinafter defined. The Minimum Annual Guaranteed Rental shall be payable as follows: (a) beginning upon the execution of this Agreement, Two Hundred Forty -Seven Thousand Five Hundred Eighty -Six Dollars ($247,586.00) per annum; (b) beginning twelve (12) months after the execution of this Agreement, Two Hundred Fifty -Seven Thousand Five Hundred Eighty -Six Dollars ($257,586.00) per annum; and (c) beginning twenty-four (24) months after the execution of this Agreement and through the year 2010, Two Hundred Seventy -Seven Thousand Five Hundred Eighty -Six Dollars ($277,586.00) per annum. The Minimum Annual Guaranteed Rental shall become, for the remainder of this Agreement, the average of the immediately preceding three (3) years rental payments to the City. The Company shall pay on a monthly basis one -twelfth (1/12th) of the Minimum Annual Guaranteed Rental on the first day of each month in advance. For permanent capital improvements over Three Million Dollars ($3,000,000.00), a credit towards rental payments, not to exceed Three Hundred Thousand Dollars ($300,000.00) in any one (1) year, shall be given, dollar for dollar, amortized over the first ten (10) years following completion of construction. II. Percentage Rental: As an alternative amount of consideration in lieu of the Minimum Annual Guaranteed Rental, the Company shall pay the Percentage Rental based on the follow- ing formulae throughout the entire term of this agreement: (a) Eight (8%) per cent on all gross receipts up to One Million ($1,000,000.00) Dollars in gross receipts per lease year. (b) Ten (10%) per cent on all gross receipts in excess of One Million ($1,000,000.00) Dollars per lease year. Percentage Rental shall be determined annually and shall be paid monthly, if applicable within twenty-five (25) days from the end of the preceding month. Adjust- ments to the rental shall be made at the end of the -10- lease year based upon the annual percentage rent set forth herein. The term "gross sales" as used herein shall be consi- dered synonymous and interchangeable with the term "gross receipts" and shall be construed to include all income, whether collected or accrued, from all business conducted on the Property by Company, including but not limited to, the rental of space, the sale of food and beverage, goods and services, or from any source whatsoever, but excluding receipts from dockage and gas sales. Gross sales and/or gross receipts shall only include revenues and/or percentages of revenues collected or accrued by the Company, and shall be computed on the basis of gross receipts by the Company only. (It shall not be computed on the basis of gross receipts of tenants, lessees, or sublessees of the Company (fuel sales excepted)). However, any sales taxes imposed by law which are separately stated to and and paid by the purchaser or user, and are directly payable to a taxing authority by the Company, shall be excluded from gross receipts. Gross sales and/or gross receipts shall also include any revenues, whether accrued or collected, attributable to any direct or indirect participation by the Company or any of its officers or principals in the business or enterprise of another entity, person or tenant of the property besides the Company per se, to the extent that such participation entitles Company, its officers or principals to receive remuneration; and further provided that such other business or enterprise is done on or "in connection with" the Property provided, however, that the term "in connection with" shall not include revenues which result merely from the physical adjacency of location or merely from joint promotional effort and advertising. The Company shall include in every remittance to the City, of the monthly consideration as required, the applicable amount of State of Florida sales and use tax. The Company covenants and agrees that goods and services offered and sold on the subject property by the Company, its -11- tenants, lessee or sublessee, shall be regularly audited, during normal business hours and in a manner in accordance with Para- graph 16, by the City, and that the full amount of gross receipts attributable to the subject property shall not in any way be diverted to any other business or enterprise. For permanent capital improvements over Three Million Dollars ($3,000,000.00), a credit towards rental payments, not to exceed Three Hundred Thousand Dollars ($300,000.00) in any one (1) year, shall be given, dollar for dollar, amortized over the first ten (10) years following completion of construction. III. Special Percentage Rental on Fuel Sales and Dock- age: In addition, as separate and additional consideration due the City, not included in the hereinabove Percentage Rental, or the Minimum Annual Guaranteed Rental, the Company shall also pay to the City on the first day of each month, throughout the term of this agreement the following: Two and a half cents ($0.025) per gallon of fuel sold by the Company or its subtenant from the Property in the prior month, and fifteen (15%) per cent of gross receipts which are collected by the Company from dockage rental and dry storage of boats at the Property in the prior' month. 14. PERFORMANCE BONDS: The Company shall post a performance bond in the amount of Ten Thousand ($10 000.00) Dollars with the City within thirty (30) consecutive calendar days after the exe- cution of this Agreement to stand as security for the performance of the Company's obligations hereunder. Said performance bond shall be posted in cash or issued by a surety company authorized to do business in the State of Florida and shall be refundable at the termination of this Agreement if all terms and conditions of this Agreement have been satisfied. If the performance bond is on an annual coverage basis, certified evidence of renewal for each succeeding year shall be submitted to the Department of Finance, Risk Management Division, thirty (30) days prior to the termination date of the existing performance bond. -12- 15. ACCOUNTING: The Company shall report all "Gross Receipts" or Gross Sales on or before the 25th day of each month beginning at the completion of the first month after the execu- tion of this Lease. Each and every month thereafter, reports shall be submitted to Property and Lease Management Division, Department of Finance of the City, or at such other place or places as may be designated hereafter by the City. The Company shall provide a statement in certificate form signed by a duly authorized officer of the Company, setting forth in such detail as it might be necessary or considered necessary by the Director of Finance of the City to determine the Gross Sales per month for the Property. An additional detailed report of Gross Sales for the year in conjunction with the payment of the Annual Percentage Rent shall be'submitted at the end of the lease year for the purpose of computing the Annual Percentage Rental. The Company shall submit quarterly reports commencing within thirty (30) days after the first quarter of the Lease Agreement, and continuing during the effective period thereof, and each and every quarter thereafter, identifying expenditures on the part of the Company for making improvements to the Property, equipment purchases and improvements and expenditures related to improving the facility's amenities and services of the Property. Such reports shall continue during the term of this lease, in order to provide proper accounting in accordance with Paragraphs 15 and 19 of this lease. 16. BOOKS, RECORDS, ACCOUNTS AND STATEMENTS: The Company shall keep true, accurate, and complete books, records, and accounts of all sales, rentals, and business being transacted upon the Property. Further, the Company shall, upon demand make available all books and records, leases, agreements, reports and financial statements in any way pertaining to the Property to authorized representatives of the Division of Internal Audit, or such other authorized representative as the City Manager of the City shall designate at the Property during normal business hours. The Internal Auditing Department of the City shall be furnished any and all records of the Company necessary to make a -13- full and complete audit of the books and operations of the faci- lities described in this Lease Agreement. In addition the Company will provide the City with copies of all sales tax records from any and all business con- ducted on the Property. 17. EXAMINATION OF THE PREMISES BY THE CITY: The Company agrees to permit the City, by its City Manager's designated per- sonnel, to enter upon the Property at any time for any purpose the City Manager of the City deems necessary or incidental to or connected with the performance of City's duties and obligations hereunder or in the exercise of its rights or functions. 18. DEFAULT: If the Company abandons or vacates the Property prior to the expiration of the term hereof, or If the Company fails to make the rental payments as set forth herein and said payment is not made within thirty (30) days after written notice is given to the Company, or If the Company fails to commence construction or complete same in accordance with the requirements of Paragraph 6 of this Agreement, or If the Company fails to perform in accordance with any of the other terms and conditions herein contained, and such default is not cured within thirty (30) days after written notice is given to the Company or if the nature of the default is such that the Company cannot reasonably cure same within said period and the Company fails to take diligent measures to commence and pursue the cure thereof, Then the Company shall be in default and the City may re-enter the Property and terminate this lease in any manner then permitted or provided by law. At such time, all improvements erected on the Property shall revert to the City. In addition to the right to re-enter and terminate the lease, the City, in case of a breach in the payment of rent or in case of the breach of any other of the Company's obligations hereunder, shall have all other remedies, including but not limited to the right to operate the facility and collect rents directly from tenants or other remedies afforded by the laws of -14- the State of Florida, including but not limited to, the right to sue for and collect rent, and to bring distress proceedings. Said remedies may be pursued concurrently or consecutively and the resort to one shall not be considered an election. 19. NOTICES: All notices and rental payments shall be sent to the parties at the following addresses: TO THE CITY: TO THE COMPANY: The City Manager The City of Miami, Florida P.O. Box 330708 Miami, Florida 33133 Bayshore Properties, Inc. Monty Trainer, President 2562 South Bayshore Drive Miami, Florida 33133 The "City or the Company may change such mailing addresses at any time upon giving the other party written notice. All notices under this Lease Agreement must be in writing and shall be deemed to be served when delivered to the address of the addressee. 20. ATTORNEYS' FEES: In the event that it is deemed neces- sary for either party to file a lawsuit in the appropriate court of law in order to enforce any of the terms or provisions of this Lease Agreement, then the prevailing party shall be entitled to reasonable attorneys' fees. 21. INSURANCE: The Company shall maintain during the term of this Agreement the following insurance subject to the approval of Risk Management Division, Department of Finance of the City: (a) Public Liability, including Products Liability, Insurance in the amounts of not less than $1,000,000 per occur- rence for death or bodily injury and not less than $50,000 per occurrence for property damage. (b) A standard Fire, Lightning, and Windstorm Insurance policy on the premises and all furniture, fixtures, equipment, and improvements, including the perils of fire, extended cove- rage, and other perils, for the cash value thereof. (c) Automobile Liability Insurance covering all owned, nonowned, and hired vehicles in amounts of not less than $100,000 per accident and $300,000 per occurrence of bodily injury and $10,000 property damage. -15- (d) Liability insurance covering the operation of the tram service between the designated parking sites and the Property which is considered adequate at the time of the incep- tion of the operation of the service and meets the approval of the Department of Finance, Risk Management Division. (e) The City shall be named as an additional insured under the policies of insurance as required by this Agreement. (f) The City shall be given at least thirty (30) days advance written notice of cancellation of said polices or any material modifications thereof. (g) Certificates of insurance shall be filed with the Finance Department, Risk Management Division, of the City of Miami. (h) The insurance coverage required shall include those classifications as listed in standard liability insurance manuals which most nearly reflect the operations of the Company. (i) All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and must be rated at least "A" as to management and Class "X" as to financial strength, all in accordance with A. M Best's Key Rating Guide, latest edition. (j) The City reserves the right to amend the insurance requirements according to usual and customary standards in the Insurance Industry as circumstances dictate in order to protect the interest of the City in this Lease Agreement. (k) The Company shall furnish certificates of insurance to the City prior to the commencement of operations, which certi- ficates shall clearly indicate the Company has obtained insurance in the type, amount, and classifications as required for strict compliance with this covenant and shall be subject to the approval of the Department of Finance, Risk Management Division. (1) The policy shall be endorsed as follows: "It is agreed that in the event of any claim or suit against the insured for damages covered by this policy, the insurance company will not deny liability by the use of a defense based on governmental immunity". -16- 22. INDEMNIFICATION: The Company covenants and agrees that it shall indemnify and save harmless the City from and against any and all claims, suits, actions, damages or causes of action arising during the term of this Lease Agreement for any personal injury, by reason of or as a result of the Company's occupancy thereof, and from and against any orders, judgments or decrees, which may be entered thereon, and from and against all costs, attorneys' fees, expenses, and liabilities incurred in and about the defense of such claim and the investigation thereof; pro- vided, however, that before the Company shall become liable for said cost, the Company shall be given notice in writing that the same are about to be incurred and shall have the option itself to make the necessary investigation and employ counsel of the Company's selection for the necessary defense of any claims. The City may, at its option, retain its own counsel at its sole cost and expense in addition to the provisions hereinabove set forth. 23. DAMAGE OR LOSS TO COMPANY'S PROPERTY: The Company assumes all risk of damage or loss to the Property for any cause whatsoever, which shall include, but not be restricted to, any damage or loss that may occur to merchandise, goods, equipment, or other property covered under the Lease Agreement, if lost, damaged or destroyed by fire, theft, rain, water or leaking of any pipes or waste water in or about said Property or from hur- ricane or any act of God, or any act of negligence of any user of the facilities, or occupants of the Property or any person whom- soever. 24. DESTRUCTION OF PROPERTY: The Company agrees to keep all improvements on the Property insured to the full insurable value thereof and shall provide to the City a standard fire insurance policy insuring against loss or destruction for all of the perils of fire, extended coverage and malicious vandalism. Subject to the rights of the Company's first mortgage lender, in the event of loss or destruction due to any cause whatsoever, all insurance monies shall be payable to the City, to be held by it until the Company furnishes a bond to the City for construction or repair, as the case may be, of like tenor and effect and under the same -17- conditions as the bond hereinbefore required in the case at the initial redevelopment. Upon the furnishing of such bond, the City shall promptly pay to the Company all insurance proceeds. It is provided, however, that should the cost of repairs not exceed the sum of $25,000 then the City shall pay over to the Company, without the necessity of any bond, the amount of insur- ance policies thereafter collected by the City. The Company shall furnish to the City duplicate originals of all insurance policies required under this Lease Agreement. The insurance policy required hereunder shall be approved by the City as to form, amount, and insurer or insurers and shall provide that all proceeds shall be payable to the City as provided in the Lease Agreement. All construction and repairs shall be effected as promptly as circumstances permit. Plans for reconstruction or repairs shall be submitted to and approved by the City Manager, and permits therefor and inspection fees shall be procured and paid for by the Company. If within one hundred eighty (180) days after any such destruction or damage, the Company fails to furnish said plans and bond to the City, then all insurance monies collected by the City shall be and become the property of the City and this Lease Agreement shall be cancelled and terminated automatically. 25. BUILDING MAINTENANCE: The Company accepts the building and grounds in their present condition and without any warranty by the City as to their condition. The Company, at its sole cost and expense, shall maintain the grounds and the interior and exterior of the buildings. The Company agrees to provide ade- quate janitorial services. The Company further agrees to -main- tain the buildings and Property in a condition of proper clean- liness, orderliness, and state of attractive appearance at all times. If the buildings and Property are not kept reasonably clean and attractive in appearance, the Company shall be so advised. Corrective action shall be taken by the Company within seven (7) days time. In the event such action is not taken, the City shall have the right to make repairs or cause the Property -18- to be cleaned and the Company shall then be required to reimburse the City within thirty (30) days for said cost and charges. 26. UTILITIES: The Company shall pay for all utilities consumed on the Property as well as connection charges thereof and waste collection fees, if any. The Company further agrees to place all utilities required by its use of the leased Property underground. 27. PURE FOOD AND SANITARY LAWS: The Company shall abide by all pure food and sanitary laws and the employees involved in the handling or sale of any food or beverage shall all possess health certificates. All food and beverage sold shall be of the highest grade and quality standards as established by law. 28, CONFORMITY TO THE LAW: The Company covenants to comply with all laws, ordinances, regulations, deed restrictions and orders of Federal, State, County and Municipal authorities pertaining to the Property and operation thereon. 29. DOCKAGE RATES: The Company agrees to maintain the dock rates at a level not to exceed those charged by comparable marinas in the Dinner Key Area providing like services. 30. PLEDGE OF LEASEHOLD INTEREST: The Company may pledge this leasehold interest as security for industrial development bonds provided the quality of the assignee or pledge is approved by the City Manager which approval may not be unreasonably withheld. This section shall under no circumstances be construed to require the City to participate in the financing or the proposed redevelopment improvements. The City shall fully cooperate with the Company in respect to the reasonable require- ments of Company's lender. 31. ASSIGNMENT AND SUBLETTING OF PREMISES OR TRANSFER OF STOCK: The Company shall not at any time during the term of this Lease Agreement assign this Lease Agreement or any portion or part thereof, except and by virtue of written authorization granted by the City Manager of the City. Said authorization shall not be unreasonably withheld or delayed. This clause shall not apply to sub -leasing space to tenants of the Company. -19- The Company is a corporation authorized to do business in the State of Florida, and agrees that it will not transfer any stock in the corporation or change managers subsequent to enter- ing into this Agreement or during the term of this Agreement until such transfer or change is approved by the City Manager of the City, which approval shall not be unreasonably withheld. 32. BINDING ON SUCCESSORS: The terms and provisions of the Lease Agreement shall, subject to the provisions of Paragraphs 17 and 23, be binding and inure to the benefit of the successors and assigns respectively of the City and the Company. 33. INVENTORY: All fixtures, furnishings, furniture, and equipment, if any, in or upon the Property and their condition will be inventoried before occupancy by the Company. The Company will maintain fixtures, furnishings, furniture and equipment, if any, in good and operable condition during the term of this Agreement at its sole cost and expense, and that said Property shall be deemed in its sole custody and care. In the event any of the aforementioned items are lost, stolen, or damaged, they shall be replaced or repaired at the cost and expense of the Company, ordinary wear and tear excepted, during the term of this Agreement. The Company may acquire any additional fixtures, furnishings, furniture, or equipment that the Company deems necessary for the operation of the Property at the Company's own expense, consistent with the purposes for which the Property is leased. 34. OWNERSHIP OF IMPROVEMENTS: All improvements, furnish- ings and equipment constructed or installed on the Property by the Company shall be personal property and Company shall have legal title thereto during the term of this Lease. Upon the expiration or `termination of this Lease, title to all permanent improvements constructed on the premises shall vest in the City. Title to all supplies, furnishings, inventories, removable fixtures and removable equipment and other personal property shall remain vested with the Company and the Company shall have the right to remove such items from the premises unless the Company is in default hereunder. -20- 35. EXPIRATION: At the expiration of the term of this Lease Agreement or at its prior termination, all permanent improvements placed on the property by the Company shall be and become the property of the City and the Company shall quietly and peaceably deliver the same to the City. 36. ENTIRE AGREEMENT: A waiver of the breach of any of the covenants of this Lease Agreement shall not be construed to be a waiver of any other covenant or any succeeding breach. The provisions of this Lease Agreement contain the entire understanding of the parties hereto concerning the subject matter hereof. No modifications, release, discharge or waiver of any of the provisions hereof shall be of any force and effect unless signed in writing by the City Manager of the City. 37. CAPTIONS: The captions contained in this Lease Agree- ment are inserted only as a matter of convenience and for reference and in no way define, limit or prescribe the scope of this Lease Agreement or the intent of any provisions thereof. IN WITNESS WHEREOF, the parties herein have executed this Agreement the day and year first above written. CITY OP MIAMI, FLORIDA, a municipal corporation APPROVED A LUCIA A. DOUJGHERTY CITY ATTORNEY 05-143-053/6* 3y: CITY MANAGER BAYSHORE PROPERT1 97--INC . , a Florida r r ,rstion By: AND CORRECTNESS: PRESIDENT (SEAL) -21- DESCRIPTION OF PREMISES - EXHIBIT A The "CITY" does hereby lease to the "COMPANY" for the purposes and under the conditions hereinafter set forth, the following described property known, and designated as: Lots 20, 21, 22 and 23 (less the southwesterly 25 feet of said Lot 23) Block 43, of SAMUEL RHODES PLAT OF NEW BISCAYNE, according to the plat thereof, as recorded in Plat Book B of Page 16, of the Public Records of Dade County, Florida. Also included in this lease are the following described Bay Bottom lands in Biscayne Bay, Dade County, Florida, to -wit: Commepce at the northerly corner of Lot 20, Block 43, of the Amended Plat of NEW BISCAYNE as recorded in Plat Book B, at Page 16, of the Public Records of Dade County, Florida; thence run south 40° 23' 32" east along the north- easterly line of said Lot 20 and its south- easterly prolongation thereof for a distance of 691.46 feet, more or less, to a point of intersection with the Dade County Bulkhead Line (U.S. Harbor Line) as recorded in Plat Book 74, at Page 35, of the Public Records of Dade County, Florida, said point being the Point of Beginning of the hereinafter described parcel of submerged land; thence continued south 40° 23' 32" east along the southeasterly prolongation of the north- easterly line of said Lot 20 for a distance of 270.00 feet to a point; thence run south 49°'33' 29" west for a distance of 167.00 feet, more or less, to a point of intersection with the southeasterly prolongation of the southwesterly line of the northeasterly 1/2 of Lot 23, Block 43, of said Amended Plat of New Biscayne; thence run north 40° 23' 32" west along the southeasterly prolongation of the southwesterly line of the northeasterly 1/2 of said Lot 23 for a distance of 183.78 feet, more or less, to a point of intersection with said Dade County Bulkhead Line; thence run north 21° 41' 51" east along said Dade County Bulkhead line (U.S. Harbor Line) for a dis- tance of 184.49 feet, more or less, to U.S. Harbor Line Point No. 74; thence run north 49° 33' 29" east along said Dade County Bulkhead Line for a distance of 3.97 feet, more or less, to the Point of Beginning; said parcel contains 0.8738 acres, more or less; and Lot 24 and the SW'ly 25 feet of Lot 23, Block 43, RHODES PLAT OF NEW BISCAYNE, according to the plat thereof, recorded in Plat Book "B" at Page 16, of the Public Records of Dade County, Florida, less, however, a strip of land 4 feet in width off of the NW'ly side thereof hereto- fore dedicated to the City of Miami, as des- cribed in Clerk's File 67R-11237; and A Parcel of submerged land in Biscayne Bay Sec. 22-54-41 described as Lying SE'ly of and abutting Lot 24 and SW'ly i of Lot 23 (less N'ly 4') of Block 43 of SAMUEL RHODES AMENDED -22- MAP OF NEW BISCAYNE, PB B/16, more particu- larly described as follows: Begin at SW'ly corner of said Lot 23, said corner being in the mean high water line of Biscayne Bay; thence S 40°23'32" E along SE'ly extension of SW'ly line of Lot 24, a distance of 538.57' to a point in the Bulkhead Line established for this area shown on map in PE 74/3 (Sheet 5); thence N 21°41'51" W along said Bulkhead Line a distance of 84.87 feet to the intersection with SE'ly of Lot 23; thence N 40°23'32" W along said SE'ly extension a distance of 497.47 feet to the mean high water line boundary of said SW'ly } of Lot 23 and of said Lot 24, a distance of 75.00 feet more or less to the POE as described in Clerk's File 68R-- 115129, together with improvements thereon, any and all rights appurtenant thereto, and together with any and all riparian rights. A location map of the area to be leased by the "CITY" to the "COMPANY" is attached hereto and made a part hereof as Exhibit "A-1" 05-143-060/6* -23- -I *I - • qI FicfiCEL• „Zi ••• SI 5 OUirhi 1.1 r.s f WIlvt t J.' z4 •0. I3 • z t t4' 00, ID .• I 111 BISCAYNE • ..• 1 y n?„ /11 • • 1 • -4— / 7 • I • S VIIJECT SITE PLAN EXHIBIT A-1 04! Y Y A T Wolf berg, Alvarez &Taracido Archl% ecfv°e / Eng4neer lnq / Plann4n0 / 1Ateripr 0+►lipn 4 South 04,040rd Br.d- Suete 100 At-e;r•, f ia, 0 0 O 1< O 0 n • 0 BAYSHORE BOAT SHED PARK & PARKING Exhibit B 90 60 30 'Q\� " 'ligS c=�H L.wr.,ty Q`1 � J t . YF trtts Ds 2 g. X"Yil ! a#;' VJ A T Wotfter, A1:arez&Taracido rtnISr:!rn 'En9inearin9 / P;inn,nq ! Interior oallpn 4L D.0yP,rn Da*a'.and BMd S+,rts 100 u Jm, iy BAYS1ORE BOAT SHED PARK & PARKING =XIIIL•IT C 90 603�0 6% 3�'1ti� • :;'' l�S, //' �� tti .--- _,4,--t'- z . �� ,tip .tar �, • „ �`,,g {,may A3 ' i ' N - - -. ,'.;, 5 N-` -4. �V 17 '�• v ;,� ty --. Lt..... V/A 1 Wolf berg, Alvarez&Taracido Arcn;1•[run 1[nglns.rFnli / Pl*nnfnc / rntSrl« b IQn 94OO Swt.'OsS.lr4 e' .Suit.100 101,41,4, FLa- BAYSHORE BOAT SHED PARK & PARKING Exhibit C-1 270 180 90 AMENDMENT TO LEASE AGREEMENT BETWEEN THE CITY OF MIAMI AND GROVE MARINA MARKET, LTD. �r� This amendment to the Lease Agreement is entered into this 14 day of Otli i QR 2001, by and between the City of Miami, a municipal corporation of the State of Florida (the "City"), and Grove Marina Market, Ltd. [current assignee (the "Company")] for the purpose of amending that certain Lease Agreement between the City and Company dated September 20, 1985 (the "Agreement"). WHEREAS, South Florida business that depend significantly on the tourism industry have been greatly impacted by the fallout of the September l 1, 2001 terrorist strikes; and WHEREAS, the City rents certain space to businesses impacted by the loss of tourism; and WHEREAS, on September 25, 2001, the City Commission adopted Resolution 01.996 to provide for a temporary deferral of rent for those businesses affected by loss of tourism and who rent space from the City; NOW, THEREFORE, in consideration of mutual covenants hereinafter set forth and in consideration of other valuable consideration the parties covenant and agree as follows: i. Incorporation of Recitals: The recitals and findings set forth above are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Agreement. 2. Amendment Effective Date: This effective date of this Amendment shall be the date upon which it is executed by the City Manager (the "Amendment Effective Date"). 3. Temporary Rent Abatement: Notwithstanding anything in the Agreement to the contrary, Company is hereby granted a deferment of Rent due and payable on the months of October, November and December, 2001 (the "Deferred Period"). The amount of deferred Rent shall be paid in equal monthly installments on the first day of each month, commencing January 1, 2002 and ending September 1, 2002. Failure to complete payment of deferred Rent by September 1, 2002 shall constitute a default under the Agreement. Nothing contained herein shall affect the payment of percentage rent, if any, due and payable during the Deferred Period but accruing prior to the Deferred Period, nor the payment of impositions, or any other amounts due under the Agreement during the Deferred Period." Except as specifically provided herein, all of the terms and provisions of the Agreement shall remain in effect. Signature CVii CSC Print Name and Title Attest Ater J. Fo City Clerk Approved As To Correctness By: ornev ae Grove Marina Market, Ltd. By: ature L( =r4 c Print Name and Title 67. ., City of Miami, a municipal corporation of the State of Florida City Manager 7 ,.1fiS/01 riii 11:3S FAX 4001 MINUTES OF T11i: ANNUAL MEETING OF THE SHAREHOLDERS AND DIRECTORS GROVE MARINA MARKET, INC, An Annual Meeting of the Shareholders and Directors of Grove Manna Market, Inc., a Florida corporator (the 'Corporation"), and sole General Partner of Grove Marina Market, Ltd., as Florida limited partnership (tho 'Partnership"), assembled at the Office of the Corporation, 2665 South Bayahore Drive. Suite 200. Miami, Florida 33133. on the 12'" day of November, 2001, at 11:30 A.M. 1 he following, being all of the Shareholders and Directors were present: Shareholders. JUAN T. O'NAGHTEN R:...r.1.�...- V it Qk.. JUAN T. O NAG}-ITEN JUAN T. O'NAGHT5N, President and Secretary of the Corporation, acted as Chairman of the Corporation. The Chairman then announced that the purpose of this meeting was to elect new directors and officers of the Corporation and to authorize Juan T. O'Naghten, President of the corporal on, to execute and deliver tho Amendment to Lease Agreement between the Crty of Miami and Grove Marina Market, Ltd, as proposed by the City of Miami in their letter dated October 30, 2001. The Chaim -Ian called for nominations for Directors to serve for One (I) year as Directors of the Corporation, and until their successors are elected and qualified. On behalf of management, the Secretary nominated the following persons: JUAN T. ©'NAGHTEN The Shareholders of this Corporation declared that the foregoing nominees have been elected unanimously to serve as Directors of the Corporation for One (I) year and '1'L /Oi TM! 11;33 FAX until 1i1i;r success:)F s are appointed and qualified. The Secretary then nominated the ToiiOwing peiSCdIS: For President/Secretary/ and Treasurer - JUAN T. O'NAGHTEN A vote was taken by the Directors of the Corporation, and the Chairman declared that the foregoing nominees have been elected to serve as Officers of the Corporation for One (I) year or until their successors are elected and qualified. Further, the directors and shareholders hereby authorize and instructed Juan T. O'Naghten to execute and deliver the Amendment for and on behalf of the Partnership. The Chairman then engaged in discussion and answered various questions from the floor, after which, there being no further business, the meeting, upon motion duly made, seconded and carried, was adjourned. DATED November 12, 20C1 SECOND AMENDMENT TO LEASE AGREEMENT BETWEEN THE CITY OF MIAMI AND GROVE MARINA MARKET, LTD. This Second Amendment to Lease Agreement (this "Amendment") is entered into this a day of X.- t a " , 2004, by and between the City of Miami, a municipal corporation of the State of Florida (the "City"), and Grove Marina Market, Ltd. (assignee of Bayshore Properties, Inc., the "Company") for the purpose of amending that certain Lease Agreement between the City and the Company dated September 20, 1985, as amended by: (I ) that certain Memorandum of Understanding dated August 30, 1991 (the "1991 Memorandum"), (2) that certain Memorandum of Understanding dated September 10, 1993, and that certain Amendment to Lease Agreement dated November 14, 2001, copies of which are attached hereto as Attachment 1 (the Lease Agreement dated September 20, 1985, the Memorandum of Understanding dated August 30, 1991, the Memorandum of Understanding dated September 10, 1993, and the Amendment to Lease Agreement dated November 14, 2001 are hereinafter collectively referred to as the "Agreement", "Lease Agreement" or "Lease"). WHEREAS, pursuant to the Lease Agreement, the City leased to Bayshore Properties, Inc. certain property located at approximately 2550 South Bayshore Drive, Miami, Florida (the "Property" or "Leased Premises"), commencing September 30, 1985 and expiring on May 31, 2035; and WHEREAS, pursuant to an Assignment of Lease dated March 16, 1986, Bayshore Properties, Inc., assigned to the Company its rights and obligations under the Lease Agreement, and said assignment was consented to by the City by virtue of that certain Consent to Assignment dated March 13, 1986; and WHEREAS, the Property comprises upland and submerged land, a portion of which lies within an area deeded to the City by the Board of Trustees of the Internal Improvement Fund of the State of Florida (the "Trustees") pursuant to Deed No,19448; and WHEREAS, Deed No. 19448 contains a restriction that the lands described therein are granted, bargained, conveyed and sold to the City of Miami, solely for public purposes, including municipal purposes; and WHEREAS, the Trustees approved a Waiver of Deed Restrictions on June 21, 1981; and 174183/2091214 686822 v 4 WHEREAS, recently it was discovered that the legal description of the Property contained in the Lease Agreement does not accurately describe the submerged lands currently and historically used by the Company; and WHEREAS, it was determined that: (i) a portion of such submerged land used by the Company is owned by the City pursuant to Deed No. 19448 from the Trustees, and, therefore, subject to the restrictions thereof and (ii) certain boats that dock along the first pier of the Property encroach onto State of Florida owned submerged lands; and WHEREAS, it was therefore necessary to obtain: (i) an Amendment to the Waiver of Deed Restrictions to expand the scope of the waiver to include such submerged land and the docks that lie within the area deeded by the Trustees, and (ii) a sovereignty submerged lands lease agreement for that area of encroachment; and WHEREAS, the City Commission adopted Resolution 03-857 at its July 24, 2003 meeting, authorizing: (1) the City Manager to execute a submerged lands lease with the State of Florida for the submerged lands currently utilized by the Company for dockage purposes; (2) acceptance of an amended waiver of deed restrictions to accurately reflect the area being utilized by the Company; and (3) the City Manager to execute an Amendment to the Lease Agreement to accurately describe the lands being leased to the Company; and WHEREAS, this Second Amendment to Lease Agreement incorporates a new Exhibit A- 1 to the Lease Agreement to accurately reflect the legal descriptions of the upland and submerged land leased to the Company, an acknowledgement by the Company of the imposition of rental payments due to the State for the use of the State owned submerged lands and for the Waiver of Deed Restrictions, a clarification of certain other terms and conditions of the Lease Agreement and other terms and conditions as set forth below; NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and in consideration of other valuable consideration, the parties covenant and agree as follows: 1. Incorporation of Recitals: The recitals and findings set forth above are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Amendment. 2. Amendment Effective Date: The effective date of this Amendment shall be the date upon which it is executed by the City Manager and attested to by the City Clerk (the "Amendment Effective Date"). 2 174 1 83120912\ Y 686822 v 4 3. The Lease Agreement is hereby amended as follows: A. Exhibit A: Exhibit A of the Lease Agreement is hereby deleted in its entirety and replaced with Exhibit A-1, attached hereto and made a part hereof. Any and all references to Exhibit A shall hereinafter be deemed to refer to Exhibit A-1. B. A new Section 1A is hereby added to the Lease, as follows: IA. Acknowledgment of State Conditions: The City has received the following from the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida (the "Trustees"): (a) a 10-year lease (the "State Lease"), attached hereto and made a part hereof as Exhibit B, for the property identified as Parcel C2, on Exhibit A-1 attached hereto and made a part hereof (the "State Lease Property"), containing 21,344 square feet, more or less, to operate an existing 34 slip docking facility for the mooring of commercial and recreational vessels in conjunction with the upland commercial marina and restaurant; and (b) a Waiver of Deed Restrictions and Amendment to Waiver of Deed Restrictions (collectively, the "Waiver") attached hereto and made a part hereof as Exhibit C, for the property identified as Parcels 2, A2, 5 and 132, as more particularly described in Exhibit A- l attached hereto and made a part hereof (the "Waiver Property"), containing 88,311 square feet, more or less, of deeded submerged lands associated with the use of the upland commercial marina. The Company has been provided copies of the State Lease and the Waiver (collectively the "State Agreements") and agrees to comply with all of the terms and conditions of the State Agreements in all respects. The Company acknowledges that Section 20 of the State Lease allows for its renewal at the sole option of the State of Florida (the "State"), no sooner than 120 days and no later than 30 days prior to the expiration of the term thereof (each a "Renewal Period"). The City shall in good faith exercise its best efforts to renew and continue renewing the State Lease during each Renewal Period for the entire term of this Agreement and provide copies of such renewal requests to the Company. In the event the City does not apply for such renewal within 90 days prior to the expiration of the term of the State Lease, the City does not object to the Company making application to the State for a renewal of the State Lease. In addition, in the event that the Company elects to: (a) extend the term of the State Lease prior to the City commencing its efforts to extend the term of the State Lease and/ or (b) extend the term of the State Lease to be co -terminus with 3 174183\20912\ I: 686822 v 4 this Agreement, then in that event the City shall, at no cost to the City other than its internal administrative costs, assist and support the Company in its attempt to cause the term of the State Lease to be extended; provided, however, that in such event, the Company shall bear the cost of any additional increase in rents (imposed as a result of the early extension of the State Lease) above the rent that the City would otherwise be required to pay under the State Lease. During the term of the State Lease and any renewal(s) thereof, the City shall continue to be required to pay the sums set forth in Section 1 B(i) of this Lease, as increased annually based upon increases in the Consumer Price Index ("CPI"). In the event the State Lease is not renewed or expires prior to the expiration of this Agreement: (1) the Company shall cease to operate the slip docking facility and any wet slips that encroach onto the State Lease Property, and (2) this Agreement shall terminate as to the State Lease Property. The City agrees to comply with all the terms and conditions of the State Agreements in all respects. C. A new Section 1 B is hereby added to the Lease, as follows: lB. Payments to the State: The State Agreements provide for the payment of fees in accordance with Section 18-21.011, Florida Administrative Code, which section provides for the payment of a minimum annual fee or six percent (6%) of the annual rental value from the wet slip rental area, whichever is greater. Notwithstanding anything contained in the State Agreements to the contrary, the Company and the City shall pay their respective shares of the payments due to the State during the term of the State Agreements and any extensions thereof, as follows: (i) State Lease: Commencing on July 1, 2004, the City shall pay to the State for the State Lease Property annual rent in an amount not to exceed $2,000, as increased annually based upon increases in the CPI. The initial annual base rent for the period from July 1, 2004 through June 30, 2005 is $1,952.98. Forty-five (45) days prior to the due date, the Company shall pay to the City for remittance to the State any and all rental fees as provided for in the State Lease in excess of $2,000 as increased annually based upon increases in the CPI. (ii) Waiver on Parcels 2 and A2: The City shall pay to the State for Parcels 2 and A2 annual fees that shall in the aggregate not exceed $27,000, as increased annually based upon increases in the CPI. The initial annual base fee for the period from October 1, 2004 through June 30, 2005 shall be $3,103.20; thereafter, the annual base fee shall be calculated each year for the period from July 1g through June 30th of the following year. 4 1741831209E 21 # 686822 v 4 Forty-five (45) days prior to the due date, the Company shall pay to the City for remittance to the State any and all other amounts due pursuant to the Waiver which are in excess of S27,000, as increased annually based upon increases in the CPI as provided above. (iii) Waiver on Parcels 5 and B2: Forty-five (45) days prior to the due date, the Company shall pay to the City for remittance to the State one hundred percent (1 00%) of any and all fees due to the State pursuant to the Waiver on Parcels 5 and B2. (iv) The City shall remit payments due to the State during the term of the State Agreements and any extensions thereof within fourteen (14) days after the City shall have received all fees due from the Company for the State Lease Property and the Waiver Property and provide written evidence thereof to the Company. In the event the City does not timely remit such payments as provided above, the Company may make such payments to the State, and any portion thereof that the City is obligated to pay as aforesaid may be deducted by the Company from the next rental payment(s) due from the Company to the City. D. Section 2 of the Lease is hereby amended to read as follows: Section 2. Tenn: The term of this Agreement shall commence on the 30th day of September, 1985 and shall end on the 31' day of May, 2035. Notwithstanding any other provision of this Agreement, the term of this Agreement with regard to the State Lease Property shall expire on the earlier of: (I) the expiration or earlier termination of the State Lease (or any renewal or extension thereof), or (2) May 31, 2035. E. Section 3 of the Lease is hereby amended to read as follows: 3. -"Use of Property: The Company will develop, manage and promote the property to prospective tenants in such a manner that will offer the Essential Services (as hereinafter defined) required and encourage public enjoyment, use and participation so as to make the project financially feasible to both the Company and the City, as well as to reach the objectives of the Dinner Key Master Plan 1984, as amended January, 1985. The Property shall at all times be managed by an Acceptable Operator as defined below. Should any event occur during this Lease term causing the then current Acceptable Operator to cease managing the Property, the Company shall have a period of six (6) months to have an Acceptable Operator manage the Property. 5 174183\20912\ q 686822 v 4 "Acceptable Operator" means an entity or entities whose manager(s), principal(s) or member(s) possess the business experience, good reputation, financial resources, and adequate personnel necessary for the proper performance of all of the Company's obligations under this Lease, in a manner consistent with the quality, reputation and economic viability of the Property and the leasehold improvements, and with no instance of termination of a lease with the City as a result of default. The Acceptable Operator as an entity or its personnel individually shall have a minimum of five (5) years of proven or demonstrated experience in the successful operation and management of a marina and retail development. The Company covenants and agrees to provide each and every Essential Service as required in its use of the Property, as hereinafter listed, if allowed by law. The Essential Services will be provided during the entire term of this Lease (subject to interruption for reasonable periods if due to a loss of a tenant or concessionaire providing Essential Services or in the event of casualty or condemnation as provided in Sections 24 and 41 of this Lease, respectively) unless and until the Company files a request in writing for permission to discontinue a use or service and the reasons therefore and said permission is granted by the City Manager. The City Manager shall only permit discontinuance of an Essential ,Service or use if he or she finds that it is no longer essential and that the discontinuance of said Essential Service(s) or use is in the greater interest of the public. Essential Services required in the use of the Property: 1. Restaurant: One casual dining restaurant ("Restaurant"). The raw bar restaurant located on the ground floor of the Leased Premises, as such establishment currently exists or as it may be expanded in the future meets this requirement. A sketch of the Restaurant as it currently exists is attached hereto as Exhibit "D"; 2. Retail Facilities: "Retail Facilities" shall mean all of the tenant spaces included in the Property that sell goods and/or services directly to the public and shall not include the areas of the Property utilized for the Restaurant and the Marina. In the event the Company elects to operate an Upstairs Restaurant, as defined in Section 13, the Retail Facilities shall also exclude such area utilized for the Upstairs Restaurant; 3. Marina: A marina, including an adequate number of spaces for transient vessels; In addition, the following uses may be provided by the Company or the tenant(s) of the Property, but are not required: (a) A refreshment stand; (b) Boat rentals; (c) Bait and tackle shop; (d) Convenience food store for the benefit of marina tenants, 6 1741831209121 4 686822 v 4 (e) Marine supply store, including diving gear; (f) Outboard motor sale and incidental service; (g) Marine clothing sales; (h) Marine furniture sales and incidental manufacturing; (i) Boat tours; (j) Fishing area; (k) Sporting goods store; (1) Antique store; (m) Art galleries and book store open to the general public; (n) Bakery; (o) Bicycle sales and repair; (p) China and crockery; (q) Confectionery or ice cream store; (r) CIothing; (s) Photographic sales; (t) Gift shop; (u) Hobby shop; (v) Jewelry and watch sales, repair and service; (w) Leather goods — sales and incidental assembly and repair; (x) Lounges; (y) News stand or sundry (z) Barber shop, beauty parlor and shoe polishing stand; (aa) Travel and ticket agency; (ab) Sailmaker; (ac) Arts and crafts; (ad) Office for management and rental of the Property; (ae) Marine fuel pumps; (af) Any related or allied uses to the above if approved by the City Manager which approval may not be unreasonably withheld, conditioned or delayed. All Marina operations, including rental of all boat slips shall be directly controlled and operated by the Company unless the consent of the City Manager is given in writing to do otherwise on such conditions as are mutually agreeable to the City Manager and the Company. F. Section 8 of the Lease is hereby amended to read as follows: 8. Construction Security Bond: Prior to the commencement of construction or the awarding of any contract for construction on the Property, which construction cost per contract is in excess of $200,000, the Company, at its sole cost and expense, shall furnish to the City a Payment and Performance Bond and/or Letter of Credit in an amount equal to 100% of the hard construction costs 7 \74 1831209E 214 686822 v 4 of the improvements to be constructed pursuant to said contract, and which shall name the City as the owner, dual obligee or beneficiary, as appropriate. The forms of such Payment and Performance Bond and/or Letters of Credit and the surety or institution issuing the same shall be subject to the prior written approval of the City Manager, which approval shall not be unreasonably withheld. Any Payment and Performance Bond and/or Letter of Credit may be enforced by the City in accordance with its terms. G. Section 10 of the Lease is hereby amended to read as follows: I0. Taxes: During the term hereof, the Company covenants and agrees to pay all taxes of whatsoever nature lawfully levied or assessed against the Property and improvements, property, sales, rents or operations thereon, including but not limited to, ad valorem taxes. Payment thereof shall commence with and shall include taxes assessed for the current year. the Company further covenants and agrees to pay all of the said taxes, if any, lawfully assessed on such dates before delinquency. In the event the Company fails to pay the real property taxes by April 15` of each year, the Company shall be responsible to pay any interest and/or penalties charged by the tax assessor's office. In addition to the interest and/or penalties payable to the tax assessor's office, in the event that the Company becomes delinquent in the payment of real property taxes, the City, upon providing written notice to the Company, may require either of the following, at its sole option: (1) the Company to escrow monthly to the City an amount equal to one -twelfth of the amount billed for ad valorem taxes, without discounts, during the previous calendar year plus 5% to cover estimated annual tax increases, provided, however, that sufficient funds, as determined by the City in its sole judgment, shall be paid to the City, with the first such escrow payment so that the aggregate of all such escrow payments shall be sufficient to pay the real estate taxes for that calendar year when due. Said amount shall be paid with the rent due on the first day of each month. In the event the amount escrowed is not sufficient to pay the full amount of taxes due, the Company shall pay the difference to the City, for remittance to the County within fifteen (15) days of receipt of notice from the City of the amount of such deficiency. In the event the amount of monies escrowed are in excess of the taxes due, the balance shall be applied to the following year's tax payment; or (2) the Company shall enroll in the Dade County Ad Valorem Tax Payment Plan, Provided, however, that notwithstanding any provision hereof to the contrary, the provisions of this paragraph shall not apply in the event that the Company pays a monthly escrow for ad valorem taxes to a leasehold mortgagee pursuant to the requirements of a leasehold mortgage. 8 1741831209121 ff 686822 v 4 Failure of the Company: (i) to pay the real property taxes when due and any interest or penalties charged in connection therewith, or, (ii) if required in accordance with the previous paragraph hereof, to pay the monthly real estate tax escrow to the City or enroll in the Dade County Ad Valorem Tax Payment Plan, shall constitute an event(s) of default under this Lease Agreement, subject to the notice and cure provisions provided in Section 18 of this Lease. H. Section 13, paragraphs II and III are hereby amended to read as follows: II. Percentage Rental; The Percentage Rental shall be an amount equal to the cumulative total of the following percentages of Gross Receipts as defined herein: (a) Restaurant: 8% of the annual Gross Receipts of the Restaurant up to one million dollars ($1,000,000) and ten percent (10%) of the annual Gross Receipts of the Restaurant in excess of one million dollars ($1,000,000). (b) Retail Facilities: 10% of the annual rents received from the rentals paid by the respective retail subtenants, licensees and concessionaires; (c) Upstairs Restaurant: In the event the Company operates a restaurant on the second floor of the building on the Property (the "Upstairs Restaurant"), the Upstairs Restaurant shall pay 5% of the Gross Receipts of the Upstairs Restaurant. Percentage Rental shall be paid monthly in advance on the first day of each month during the term of this Lease. The amount to be paid each month in any given Lease year shall be equal to the aggregate of the following divided by twelve (12): (i) the annual Gross Receipts for the Restaurant for the immediately preceding Lease year multiplied by the applicable percentage rate provided for in (a) above, plus (ii) the annual Gross Receipts for the Retail Facilities for the immediately preceding Lease year multiplied by ten percent (10%), plus (iii) the annual Gross Receipts for the Upstairs Restaurant for the immediately preceding Lease year multiplied by five percent (5%). 9 V4183120912\ # 686822 v 4 if: As an example, which is included herein for purposes of clarification only, (a) the annual Gross Receipts for the Restaurant for the Lease year ending September 30, 2004 are five million dollars ($5,000,000), and (b) the annual Gross Receipts for the Retail Facilities for the Lease year ending September 30, 2004 are four hundred thousand dollars ($400,000), and (c) the annual Gross Receipts for the Upstairs Restaurant for the Lease year ending September 30, 2004 are four million dollars ($4,000,000), then, monthly payments for the Lease year commencing October 1, 2004 shall be equal to seven hundred twenty thousand dollars ($720,000) divided by twelve (12), which equals sixty thousand dollars ($60,000) as follows: [($1,000,000 x 8%) plus ($4,000,000 x 10%) plus ($400,000 x 10%) plus ($4,000,000 x 5%)] divided by 12 = $60,000 III. Special Percentage Rental: In addition, as separate and additional consideration due the City, not included in the hereinabove Percentage Rental or the Minimum Annual Guaranteed Rental, the Company shall also pay to the City the following Special Percentage Rental: (a) Two and a half cents ($0.025) per gallon of fuel sold; and (b) 15% of the annual Gross Receipts collected from dockage rental and dry storage of boats at the Property. Special Percentage Rental shall be paid monthly in advance on the first day of each month during the term of this Lease, and calculated in the manner indicated above for the payment of Percentage Rental. I. A new Section 13.IV is hereby added to the Lease, as follows: IV. Gross Sales/Gross Receipts: For purposes of this Lease, the term "Gross Sales" shall be considered synonymous and interchangeable with the term "Gross Receipts" and shall be construed to include all income to the Company and sublessees, whether collected or accrued, from all business conducted on the Property, including, but not limited to, the rental of space, the sale of food and beverage, goods and services, or from any source whatsoever. 10 174183\209121 # 686822 v 4 Gross Sales and/or Gross Receipts shall only include revenues and/or percentages of revenues collected or accrued. Gross Sales and/or Gross Receipts shall also include any revenues whether accrued or collected, attributable to any direct or indirect participation by the Company and/or its sublessees, or any of their officers or principals in the business or enterprise of another entity, person or tenant of the property besides the Company and/or sublessee per se, to the extent that such participation entitles Company and/or its sublessees, their officers or principals to receive remuneration; and further provided that such other business or enterprise is done on or "in connection with" the Property provided, however, that the term "in connection with" shall not include revenues which result merely from the physical adjacency of location or merely from joint promotional effort and advertising. Notwithstanding the foregoing, Gross Receipts shall exclude any sales taxes imposed by law which are separately stated to and paid by the purchaser or user, and are directly payable to a taxing authority. Gross Receipts shall further exclude gratuities or service charges which are payable to restaurant employees, all sums and credits received in settlement of claims for loss or damage to inventory or equipment, gains or losses from the sale of any capital assets or furniture, fixtures and equipment, and proceeds of any financing or refinancing of the Company's leasehold interest or improvements. In addition, Gross Receipts shall also exclude any sublease rent or other income received by the Company from the Restaurant, the Marina and/or the Upstairs Restaurant in excess of the percentages described in Sections 13.1I and 13.111 above (Percentages: Restaurant: 8% of Gross Receipts up to $1,000,000; 10% of Gross Receipts in excess of $1,000,000; Upstairs Restaurant: 5% of Gross Receipts; and Marina: 15% of Gross Receipts). Gross Receipts shall not include shall not include the gross sales of a subtenant in the Retail Facilities. The parties agree that the gross receipts of any subtenant subleasing the Restaurant, the Marina and/or the Upstairs Restaurant portions of the Property at any particular time shall be used to compute the Percentage Rental and Special Percentage Rental, as applicable, payable by the Company to the City pursuant to this section. Each remittance to the City of the monthly consideration, as required, shall include the applicable amount of State of Florida sales and use tax. The Company covenants and agrees that goods and services offered and sold on the Property by the Company, its tenants or sublessees that pay percentage rent, may be regularly audited by the City and/or its designee, during normal business hours and in a manner in accordance with Paragraph 16, and that the full 11 %74183\20912\ # 686822 v 4 amount of Gross Receipts attributable to the subject Property shall not in any way be diverted to any other business or enterprise. The City shall also have the right, at its option, to seek a tenant estoppel certificate or other confirmation from any sublessee or sub -sublessee who pays rent on a flat fee basis to confirm the computation of the rents paid and the computation of Rental payments due hereunder. J. A new Section 13.V is hereby added to the Lease, as follows:: V. Late Fees. i. The Company hereby acknowledges that late payment by the Company to the City of rent and other sums due hereunder will cause the City to incur costs not contemplated by this Agreement, the exact amount of which will be extremely difficult to ascertain. Accordingly, if any installment of rent or any other sum due from the Company shall not be received by the City within fifteen (15) days after the Company's receipt of written notice from the City that such payment was not made on the date on which such sum was due (each, a " Notice of Payment Due"), the Company shall pay to the City a late charge equal to 5% of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs the City will incur by reason of late payment by the Company. Acceptance of such late charge by the City shall not constitute a waiver of the Company's default with respect to such overdue amount, nor prevent the City from exercising any of its other rights and remedies granted hereunder or at law or in equity. ii. Any amount not paid to the City within fifteen (15) days after the Company's receipt of a Notice of Payment Due shall bear interest at the rate of 12% per annum from its due date until paid. Payment of such interest shall not excuse or cure any default by the Company under this Agreement. K. Section 19 is hereby amended to read as follows: Upon execution of the Assignment and Assumption of Lease by and between the Company and Bayshore Landing, LLC, notices shall be sent to the parties at the following addresses: 12 1741831209121 /4 686822 v 4 To the City: City of Miami City Manager 3500 Pan American Drive Miami, FL 33133 With copies to: City of Miami Director of Economic Development 444 SW 2 Avenue, 3rd floor Miami, FL 33130 City of Miami City Attorney 444 SW 2 Avenue, 9th Floor Miami, FL 33130 To the Company: Bayshore Landing, LLC Robert W. Christoph, Jr. 300 Alton Road, Suite 303 Miami Beach, FL 33139 With copies to: Bayshore Landing, LLC Attn: Larry Rothstein 1870 S Bayshore Drive Miami, FL 33133 Wachovia Bank, NA Attn: Anita Aedo, Senior VP 200 S Biscayne Blvd, Suite 1500 Miami, FL 33131 Wachovia Bank, NA Mail Code 739 PO Box 13327 Roanoke, VA 24011 All Rental payments to the City shall be mailed to the following address: City of Miami Finance Department — Rent Collections 444 SW 2 Avenue, 6th Floor Miami, FL 33130 The City, the Company or the Leasehold Mortgagee may change such mailing addresses at any time upon giving the other party written notice. In every case where under any of the provisions of this Lease Agreement or otherwise it shall or may become necessary or desirable to make or give any declaration or notice of any kind, such notice shall be in writing and shall be sent by United States certified or registered mail, postage prepaid, return receipt requested, or by hand delivery, addressed to the above addresses. L. Section 21 of the Lease is hereby amended to read as follows: 21. Insurance: The Company shall maintain during the term of this Agreement the following insurance subject to the approval of the City of Miami, Department of Risk Management: 13 174183L209121 # 686822 w 4 (a) Property Insurance: "Special Form" property insurance form with extended coverage against loss or damage by earthquake, mudslide, windstorm, and flood. Amounts: Such coverage shall be in the following amounts: One Hundred Percent (100%) of the replacement cost on the building, business personal property and leasehold improvements (exclusive of foundation and excavation costs), lessee's alterations, improvements, fixtures, equipment, furniture, trade fixtures and floor coverings, including the expense of removal of debris as a result of damage by an insured peril (collectively, the "insured property") on the property with a maximum deductible of one percent (1%0) for all perils other than windstorm and Two percent (2%) of the insured value far the peril of windstorm. Such windstorm and flood insurance is to be provided to the extent commercially available. Notwithstanding the foregoing, the parties acknowledge and agree that coastal properties arc often precluded from being insured by private insurers and that any casualty and windstorm insurance may have to be written through the Florida Joint Underwriters Association and/or other governmental or other insurance pool which may include certain prohibitions such as no replacement cost coverage. (b) Business Interruption Insurance: "Special Form" coverage with limits not Tess than the minimum annual rent, loss of profits, remuneration, and the debt service payments for the leasehold improvements during the full period of reconstruction following a loss. (c) Equipment Breakdown (Boiler and Machinery): Insurance covering repair and replacement of all boilers and machinery serving or benefiting the leasehold improvements. The policies of insurance shall be endorsed so as to provide use and occupancy coverage for the leasehold improvements in such amount as may be reasonably acceptable to the City. (d) Commercial General Liability Insurance: Commercial General Liability insurance on a commercial general liability coverage form with "broad form" coverage, or its equivalent, including contractual liability, products and completed operations, personal injury, liquor liability, and premises coverage, including parking lot coverage against sums adjudicated to be payable by the insured on account of bodily injury, death or property damage occurring in or about the property. 14 1741 g31209121 # 686822 v 4 Amounts: The limits of such coverage shall not be less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate single limit for bodily injury and property damage. The City must be included as an additional insured or additional loss payee, as applicable. (e) Marine Operators Legal Liability: Insurance with limits not less than One Million Dollars (1,000,000). The City must be included as an additional insured or additional loss payee, as applicable. (f) Property Coverage Docks and Piers: All Risk including Windstorm and Flood subject to replacement cost with a maximum deductible of five percent (5%) on all perils including the peril of windstorm. Such windstorm and flood insurance is to be provided to the extent commercially available. Notwithstanding. the foregoing, the parties acknowledge and agree that coastal properties are often precluded from being insured by private insurers and that any casualty and windstorm insurance may have to be written through the Florida Joint Underwriters Association and/or other governmental or other insurance pool which may include certain prohibitions such as no replacement cost coverage. (g) Automobile Liability: Automobile Liability insurance covering all owned, non -owned, and hired vehicles used in connection with operations covered by this lease. The policy or policies of insurance shall contain limits not less than Five Hundred Thousand ($500,000) combined single limit for bodily injury and property damage. The City shall be named as an additional insured or additionaI loss payee, as applicable, on this coverage. The requirements of this provision will be waived upon submission of a written statement from the Company that no automobiles are used to conduct business. (h) Worker's Compensation: Worker's Compensation and occupational disease coverage in the amounts and types required by Chapter 440, of the Florida Statutes. Only the Company shall be named as an insured. (i) Umbrella: The Company shall further maintain an excess liability umbrella policy with limits not less than a combined single limit of One Million Dollars ($1,000,000). (j) Required Policy Provisions: All policies of insurance required to be provided and obtained may not be amended, 15 1741831209121 k 686822 v 4 cancelled, or materially changed without thirty (30) days written notice to the City of Miami. Said notice should be delivered to the City of Miami, Division of Risk Management, 444 S.W. 2"d Avenue, 9th Floor, Miami, Florida 33130, with a copy to City of Miami, Department of Economic Development, 444 S.W. 2"`l Avenue, Miami, Florida 33130, or such address that may be designated from time to time. (k) Delivery: Current evidence of insurance coverage shall be supplied to the City of Miami Department of Risk Management with a copy to City of Miami Department Economic Development at the commencement of this Agreement, and a new evidence of insurance coverage shall be supplied at least Twenty (20) days prior to the expiration of each such policy. Insurance policies required above shall be issued by companies authorized to do business under the Iaws of the State of Florida, with the following qualifications as to management and financial strength: the company should be rated "A" as to management and no less than class "V" as to financial strength, in accordance with the latest edition of Best's Key Rating Guide, or the company holds a valid Florida Certificate of Authority issued by the State of Florida, Department of Insurance, and be a member of the Florida Guarantee Fund. Receipt of any documentation of insurance by the City or by its representatives, which indicates less coverage than required, does not constitute a waiver of the Company's obligation to fulfill the insurance requirements hereof. The insurance coverage required shall include those classifications as listed in standard liability insurance manuals which most nearly reflect the operations of the Company. (I) Right to amend Insurance requirements: The City reserves the right to reasonably amend the insurance requirements according to usual and customary standards in the insurance industry as circumstances dictate in order to protect the interest of the City in this Lease Agreement. (m) Endorsement: The insurance policies required by this Agreement shall be endorsed as follows: "It is agreed that in the event of any claim or suit against the insured for damages covered by this policy, the insurance company will not deny liability by the use of a defense based on governmental immunity." t6 1741831209121 # 686822 v 4 M. Section 30 of the Lease is hereby amended to read as follows 30. Pledge of Leasehold Interest; Leasehold Mortgage: 30.1 Definitions. For purposes of this Section 30, the following words shall have the meanings set forth below: (a) "Leasehold Mortgage" means a mortgage, deed of trust, or other instrument which constitutes, or any security interest given in connection therewith, which together constitute an encumbrance or lien upon the Company's leasehold estate or any part of it, or any related personal property, and Company's interest in the leasehold improvements (including the Company's interest as sublessor in any present or future subleases and any other interest of the Company in the leasehold improvements and personal property) as security for any loan, including the Company's construction loan provided that a Leasehold Mortgage shall not encumber the City's fee simple interest in the Property. (b) "Leasehold Mortgagee" means any holder of the Leasehold Mortgage and note or notes secured by it. 30.2 Pledge of Leasehold Interest (a) The Company may pledge its leasehold interest as security for industrial development bonds provided the quality of the assignee or pledge is approved by the City Manager which approval may not be unreasonably withheld. This section shall under no circumstances be construed to require the City to participate in the financing or the proposed redevelopment improvements. The City shall fully cooperate with the Company in respect to the reasonable requirements of Company's lender. (b) Notwithstanding the provisions set forth in Section 31 hereof and further provided that the City has not notified the Company in writing that an event of default has occurred which remains uncured, the Company shall have the right during the term of this Lease, to encumber the Company's leasehold interest by Leasehold Mortgage, for the purpose of acquisition financing, securing the financing of construction costs of leasehold improvements or the long-term financing or any refinancing of the same, provided that such Leasehold Mortgage shall not encumber the City's leasehold estate in the State Lease Property nor its fee simple title to the remainder of the Property. Notwithstanding anything to the contrary in this Section or in this Lease, it is expressly agreed by and between the City and the Company, and (by acceptance 17 174183120912\ # 686822 v 4 of the Leasehold Mortgage) any Leasehold Mortgagee that the Company's right to place a Leasehold Mortgage against the Company's leasehold interest is subject to the following: I. At the time the Leasehold Mortgage is made, the Company has not been notified of any event of default under this Lease which remains uncured, 2. No Leasehold Mortgagee or anyone claiming by, through or under the Leasehold Mortgage, shall by virtue of it, acquire any greater rights in the Property than the Company has under this Lease. 3. The Leasehold Mortgage shall be expressly subject and subordinate to all conditions and covenants of this Lease and to the rights of the City and the State as to the State Lease Property. The Leasehold Mortgagee of any Leasehold Mortgage and the owner of any indebtedness secured by the Leasehold Mortgage, upon acquiring the Company's Ieasehold interest shall take the same subject to the terms, covenants and provisions of this Lease. 4. The Leasehold Mortgage shall expressly provide that the Leasehold Mortgagee shall notify the City of default by the Company under the Leasehold Mortgage prior to commencing foreclosure proceedings. 5. That any right or remedy available to any Leasehold Mortgagee as provided in this Section 30 shall be deemed to apply in all respects to any designee or nominee of such Leasehold Mortgagee. 6. That the City shall execute and deliver to any Leasehold Mortgagee a non -disturbance agreement in form and substance reasonably satisfactory to such Leasehold Mortgagee and the City. 7. That except as expressly prohibited by the provisions of this —Section 30, any Leasehold Mortgage may be upon such terms and conditions as the Company and Leasehold Mortgagee may agree. 8. In no event may the amount of such leasehold financing (or refinancing) when made exceed the greater of: (a) Eighty percent (80%) of the fair market value of the leasehold interest and all the leasehold improvements thereon, or (b) Eighty percent (80%) of the Replacement Costs ("Replacement Costs" are defined as the total construction costs in the future for replacing and/or replacing and improving the leasehold improvements on the Property). The Company shall deliver to City promptly after execution by the Company a true and verified copy of any Leasehold Mortgage, andlor any amendment, modification or extension 18 174183120912\ A' 686822 v 4 thereof, together with the name and address of the owner and holder thereof. The Company may not encumber the Company's leasehold interest as security for any indebtedness of the Company with respect to any real or personal property now or hereinafter owned or leased by the Company other than the leasehold interest and leasehold improvements. 9. During the continuance of any Leasehold Mortgage until such time as the lien of any Leasehold Mortgage has been satisfied, and provided a true and verified copy of such Leasehold Mortgage (and any amendments, modifications or extension thereof) shall have been delivered to the City Manager together with a written notice of the narne and address of the owner and holder thereof as provided in Section 30(b) above: (a) The City shall not agree to any mutual termination nor accept any surrender of this Lease (except upon the expiration of the term hereof). In addition, the City shall not consent to any material amendment or modification of this Lease, or waive any rights or consents it may be entitled to pursuant to the terms hereof, without the prior written consent of Leasehold Mortgagee, which consent shall not be unreasonably delayed or withheld. (b) Notwithstanding any default by the Company in the performance or observance of any covenant, condition or agreement of this Lease on the part of the Company to be performed or observed, the City shall have no right to terminate this Lease even though a default or an event of default under this Lease shall have occurred and be continuing, unless and until the City Manager shall have given Leasehold Mortgagee written notice of such default or event of default; and Leasehold Mortgagee shall have failed to remedy such default or to acquire the Company's leasehold interest created hereby or to commence foreclosure or other appropriate proceedings in the nature thereof, all as set forth in, and within the time specified by this Section 30. (c) Subject to the provisions of subparagraph (d) immediately below, Leasehold Mortgagee shall have the right, but not the obligation, at any time prior to termination of this Lease, to pay all of the rent and other payments due hereunder, to provide any insurance, to pay any taxes and make any other payments, to make any repairs and improvements, to continue to construct and complete the leasehold improvements, and do any other act or thing required of the Company hereunder, and to do any act or thing which may be necessary and proper to be done in the performance and observance of the covenants, conditions and agreements hereof to prevent the termination of this Lease. All payments so made and all things so done and performed by t9 174183\209 E 2\ # 686822 v 4 Leasehold Mortgagee shall be as effective to prevent a termination of this Lease as the same would have been if made, done and performed by the Company instead of by Leasehold Mortgagee. Any act or inaction by a Leasehold Mortgagee shall be at the sole discretion of the Leasehold Mortgagee. (d) Should any event of default under this Lease occur, Leasehold Mortgagee shall have sixty (60) days, or such additional time as is reasonably necessary to diligently cure same, after receipt of written notice from the City Manager setting forth the nature of such default, to remedy same and, if the default is such that possession of the Property may be reasonably necessary to remedy the default, Leasehold Mortgagee shall, within one hundred fifty (150) days after receipt of such written notice from the City Manager, commence and diligently prosecute a foreclosure action or such other proceeding as may be necessary to enable Leasehold Mortgagee to obtain such possession; provided that (i) Leasehold Mortgagee shall have fully cured any default in the payment of any monetary obligations of the Company under this Lease within such sixty (60) day period and shall continue to pay currently such monetary obligations as and when the same are due, (ii) the Leasehold Mortgagee shall within six (6) months of the date that it takes possession of the Property employ an Acceptable Operator, subject to the approval of the City Manager which approval shall riot be unreasonably withheld, conditioned or delayed, for the continued operation of the Property and leasehold improvements, under the terms and conditions of this Lease, and (iii) the Leasehold Mortgagee shall have acquired the Company's leasehold interest created hereby or commenced foreclosure or other appropriate proceedings in the nature thereof within such one hundred and fifty (150) day period, and shall be diligently and continuously prosecuting any such proceedings to completion. All rights of the City Manager to terminate this Lease as the result of the occurrence of any event of default shall be subject to and conditioned upon the City Manager having first given Leasehold Mortgagee written notice of such default and Leasehold Mortgagee having failed to remedy such default or acquire the Company's leasehold interest created hereby or commence foreclosure or other appropriate proceedings in the nature thereof as set forth in and within the time period specified by this subparagraph (d). (e) An event of default under this Lease which in the nature thereof cannot be remedied by Leasehold Mortgagee shall be deemed to be remedied if: (i) within one hundred and fifty (150) days after receipt of written notice from the City Manager setting forth the nature of such default, Leasehold Mortgagee shall have 20 174183\20912\ # 686822 v4 acquired the Company's leasehold interest or commenced foreclosure or other appropriate proceedings in the nature thereof; (i1) Leasehold Mortgagee shall diligently and continuously prosecute any such proceedings to completion; (iii) within sixty (60) days after receipt of written notice of default from the City Manager setting forth the nature of such default, Leasehold Mortgagee shall have fully cured any default which does not require possession of the Property, including a default in the payment of any monetary obligations of the Company under this Lease, and shall thereafter continue to faithfully perform all such obligations which do not require possession of the Property; and (iv) within six (6) months after Leasehold Mortgagee shall have gained possession of the Property, Leasehold Mortgagee shall have employed an Acceptable Operator and shall continue to employ an Acceptable Operator throughout the Lease term. (f) If the Leasehold Mortgagee is prohibited by any process, or injunction issued by any court, or by reason of any action by any court having jurisdiction of any bankruptcy, debtor rehabilitation or insolvency proceedings involving the Company from commencing, or prosecuting foreclosure or other appropriate proceedings in the nature thereof, the times specified in subparagraphs (d) and (e) above for commencing or prosecuting such foreclosure or other proceeding shall be extended for the period of such prohibition; provided that Leasehold Mortgagee shall have fully cured any default including a default in the payment of any monetary obligations of the Company under this Lease, and shall continue to perform currently such obligations as and when the same fall due, and provided that Leasehold Mortgagee shall diligently attempt to remove any such prohibition. (g) The City Manager shall mail to Leasehold Mortgagee a duplicate copy by certified mail of any and all notices: (i) which the City may from time to time give to or serve upon the Company pursuant to the provisions of this Lease, and (ii) which the City shall have received from the State of Florida with regard to the State Agreements. No notice by the City Manager to the Company hereunder shall be deemed to have been given unless and until a copy thereof has been mailed to the Leasehold Mortgagee. (h) Foreclosure of a Leasehold Mortgage or any sale thereunder, whether by judicial proceedings or by virtue of any power of sale contained in the Leasehold Mortgage, or any conveyance of the leasehold interest to Leasehold Mortgagee (or an entity owned or controlled by it) by virtue or in lieu of the foreclosure or other appropriate proceedings in the nature thereof, 21 174183120912\ # 686822 v 4 or by reason of an action by a court having jurisdiction of any bankruptcy, debtor rehabilitation or insolvency proceedings involving the Company, shall not require the consent of the City or constitute a breach of any provision of, or a default under, this Lease. Upon such foreclosure, sale or conveyance, the City shall recognize Leasehold Mortgagee, an entity owned or controlled by it, or other foreclosure sale purchaser as tenant hereunder; provided, that Leasehold Mortgagee, an entity owned or controlled by it or other foreclosure sale purchaser shall qualify as or shall employ an Acceptable Operator within six (6) months of the date of such foreclosure, sale or conveyance, and shall continue to qualify as or employ an Acceptable Operator throughout the term of this Lease. Said Acceptable Operator shall be subject to approval by the City Manager which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything herein to the contrary, the Leasehold Mortgagee, an entity owned or controlled by it, or other foreclosure sale purchaser, shall not become liable for the performance or observance of any covenants or conditions to be performed or observed by the Company, unless or until the Leasehold Mortgagee, an entity owned or controlled by it, or other foreclosure sale purchaser acquires possession of the leasehold estate. Such Leasehold Mortgagee, an entity owned or controlled by it, or other foreclosure sale purchaser acquiring the leasehold estate shall be liable for the performance and observance of the terms, covenants and conditions of this Lease for so long as such Leasehold Mortgagee, an entity owned or controlled by it, or other foreclosure sale purchaser owns such leasehold estate. Further, provided, that in the event there are two or more Leasehold Mortgages or foreclosure sale purchasers (whether the same or different Leasehold Mortgages), the City shall have no duty or obligation whatsoever to determine the relative priorities of such Leasehold Mortgages or the rights of the different holders thereof and/or foreclosure sale purchasers. (i) Nothing contained herein or in any Leasehold Mortgage shall be deemed or construed to relieve the Company from the full and faithful observance and performance of its covenants, conditions and agreements contained herein, or from any liability for the non -observance or non-performance thereof; or to require or provide for the subordination to the lien of such Leasehold Mortgage of any estate, right, title or interest of the City in or to the Property, the leasehold improvements or this Lease. Nothing in this Lease Agreement shall be deemed an agreement on the part of the City to subordinate its leasehold estate in the State 22 174 183\209 12\ # 686822 v 4 Lease Property or its fee simple interest in the remainder of the Property to the lien of any Leasehold Mortgage placed on the Company's leasehold interest. (a) The City hereby subordinates and waives any and all liens on and security interests in the Company's property which the City may now have or may be entitled to in the future pursuant to Florida Statutes §83.08, to any and all liens and security interests which the Leasehold Mortgagee may now or hereafter have on the Company's property as security for any loan(s) now or hereafter made by the Leasehold Mortgagee to the Company relating to the Property. The City hereby agrees that this subordination and waiver shall be self -operative as to any future lien(s) or security intcrest(s), which the Leasehold Mortgagee may acquire on the Company's property as security for any loan(s) to the Company relating to the Property, and no further instrument of waiver shall be required. N. Section 31 of the Lease is hereby amended to read as follows: 31. Assignment and Subletting of Premises or Transfer of Stock: The Company shall not at any time during the term of this Lease Agreement assign this Lease Agreement or sublet any portion or part thereof, except and by virtue of written authorization granted by the City Manager. Said authorization shall not be unreasonably withheld, conditioned or delayed. The foregoing requirement shall not apply to sub -leasing space to subtenants of the Company, or their respective subtenants, provided that any such sublease is not for (i) the entire Leased Premises, (ii) the entire Retail Facilities, as defined herein, (iii) the entire Marina, (iv) the Restaurant (currently known as Monty's Raw Bar), located on the ground floor of the Property, as such establishment currently exists or as it may be expanded in the future, or (v) any other sublease that will need an occupational license for a restaurant in "order to operate its business within the proposed subleased premises. The Company agrees that all such subleases shall be in writing and shall provide for the payment of rents that are not substantially below the then fair market value of similar facilities in the Coconut Grove area of the City of Miami. Provided, however, that in the event the Company does not self manage the Restaurant and/or the Retail Facilities, the Company shall be permitted to sublease not more than 2,000 square feet of the Retail Facilities to any sublessee managing one or more of the Essential Services, at a rate that is not less than $9 per square foot. 23 1741831,20912\ It 686822 v 4 The Company is a limited partnership authorized to do business in the State of Florida, and agrees that it will not transfer any partnership interests or change any general partners during the term of this Agreement until such transfer or change is approved by the City Manager of the City, which approval shall not be unreasonably withheld, conditioned or delayed. Bayshore Landing, LLC ("Bayshore") is a limited liability company and upon execution of the Assignment and Assumption of Lease with Grove Marina Market, Ltd., Bayshore shall become the "Company" for the purposes of this Lease. Bayshore agrees that, except as provided below, it will not transfer any membership interests in, or change managers of, Bayshore during the term of this Agreement until such transfer or change is approved by the City Manager of the City, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Bayshore shall be permitted to transfer membership interests in the Company and change managers so long as either the Christoph Family Trust or HMG Bayshore, LLC has a controlling interest in the Company and the management thereof. In the event a corporation were to become the "Company" for the purposes of this Lease, that corporation shall not be permitted to transfer any of its stock in the corporation or change the management thereof during the term of this Agreement until such transfer or change is approved by the City Manager of the City, which approval shall not be unreasonably withheld, conditioned or delayed. O. A new Section 38 is hereby added to the Lease, as follows: 38. Discharge of Mechanics Liens. The Company shall not suffer or permit any mechanics liens to be filed against the fee simple title to the Property, nor against the Company's leasehold estate or the improvements, by reason of the work, labor, services or materials supplied or claimed to have been supplied to the Company or any sublessee. The Company shall obtain releases or waivers of the contractor, subcontractors and any other persons furnishing work and materials discharging all liens and claims for all work and materials furnished and similar releases from the architect or other recipient in the case of payments out of the funds to the architect or other recipient. Nothing in this Agreement shall be construed as constituting the consent or request of the City, expressed or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of any labor or the furnishing of any materials for any specific improvement, alteration or repair of or to the Property or the Ieasehold improvements. If any mechanics lien shall at any time be filed against the Property including the leasehold improvements, the Company shall cause it to be discharged of record or transferred to bond or contested within thirty (30) days or such additional time as reasonably necessary after the date the Company has knowledge of its filing. If the Company shall fail to discharge or transfer to bond 24 174183120912', # 686822 v 4 or contest a mechanics lien within that period, then in addition to any other right or remedy, the City may, but shall not be obligated to, discharge the lien either by paying the amount claimed to be due or by procuring the discharge of the lien by deposit in court or bonding, or in the event the City shall be entitled, if it so elects, to compel the prosecution of any action for the foreclosure of the mechanics lien by the lienor and to pay the amount of the judgment, if any, in favor of the lienor with interest, costs and allowances with the understanding that all amounts paid by the City shall constitute additional rent due and payable under this Agreement and shall be repaid to the City by the Company immediately upon rendition of an invoice or bill by the City. The Company shall not be required to pay or discharge any mechanics lien so long as the Company shall in good faith proceed to contest the lien by appropriate proceedings and if the Company shall have given notice in writing to the City of its intention to contest the validity of the lien and upon request of the City, if necessary to protect the City's fee simple interest, shall furnish and keep in effect a surety bond of a responsible and substantial surety company reasonably acceptable to the City or other security reasonably satisfactory to the City in an amount sufficient to pay one hundred ten percent of the amount of the contested lien claim with all interest on it and costs and expenses, including reasonable attorneys fees, to be incurred in connection with it. P. A new Section 39 is hereby added to the Lease, as follows: 39. Safety: The Company and each of its sublessees shall allow the City inspectors, agents or representatives the ability to monitor compliance with safety precautions as required by federal, state or local laws, rules, regulations and ordinances. By performing these inspections the City, its agents, or representatives are not assuming any liability by virtue of these laws, rules, regulations and ordinances. The Company and its sublessees shall have no recourse against the City, its agents or representatives from the occurrence, non-occurrence or result of such inspection(s). Simultaneously with the assignment of this Agreement, the Company shall contact the City's Risk Management Department Safety Unit in writing to coordinate such inspection(s). Q. A new Section 40 is hereby added to the Lease, as follows: 40. Americans With Disabilities Act: The Company and each of its sublessees shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA"), including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. The City shall not require the Company to make improvements or renovations not otherwise required by ADA or other 25 `74183\20912# 686822 v 4 applicable law. Additionally, the Company shall, and shall require that each of its sublessees, take affirmative steps to ensure nondiscrimination in the employment of disabled persons. R. A new Section 41 is hereby added to the Lease, as follows: 41. Condemnation: 41.1 Definitions. For purposes of this Section 41, the following words shall have the meanings set forth below: (a) "Date of Taking" means the earlier of: (i) the date on which actual possession of all or less than all of the Property and leasehold improvements, as the case may be, is acquired by any lawful power or authority pursuant to the provisions of applicable law, or (ii) the date on which title to all or less than all of the Property and leasehold improvements, as the case may be, has vested in any lawful power or authority pursuant to the provisions of applicable law. (b) "Net Condemnation Award" means the actual amount of the award paid in connection with or arising from the acquisition or other taking of all or less than all of the Property and leasehold improvements, as the case may be, less all reasonable out-of-pocket expenses incurred by the City. the Company or any Leasehold Mortgagee in connection with obtaining such award, including, without limitation, all reasonable attorneys' fees and disbursements incurred in connection therewith. 41.2 Entire Property Taken by Condemnation. En the event that all of the Property and the leasehold improvements (or such portion thereof as shall, in the good faith opinion of the Company, render it economically unfeasible to effect restoration thereof for its intended purpose) shall be taken for any public purpose by the right of condemnation, the exercise of the power of eminent domain or shall be conveyed by the City and the Company acting jointly to avoid proceedings of such taking, the Rental pursuant to this Lease shall be prorated and paid by the Company to the Date of Taking or conveyance in lieu thereof, and this Lease shall terminate and become null and void as of the Date of Taking or such conveyance; and the amount of damages resulting to the City and the Company, respectively, and to their respective interests in and to the Property, the leasehold improvements, and in connection with this Lease, shall be separately determined and computed by the court having jurisdiction and separate awards and judgments with respect to damages to 26 174183\209121 M 686822 v 4 the City and the Company, respectively, and to each of their respective interests, shall be made and entered. In the event that a court shall make a single Net Condemnation Award without separately determining the respective interests of the City and the Company, and if the City and the Company shall not agree in writing as to their respective portions of an award within thirty (30) days after the date of the final determination by the court of the amount of it, the City and the Company agree to submit the matter to the court on. stipulation for the purpose of a judgment determinative of their respective shares. In any event, the City shall be entitled to receive its reversionary interest in the Property and leasehold improvements and the City's present value of Rental due under the terms of the Lease Agreement. The Company shall be entitled to an award for the value of the Company's leasehold estate in the Property and the leasehold improvements, which a buyer willing but not obligated to buy, would pay therefor in an arms length transaction. In no event shall the Company be entitled to compensation for any fee ownership interest in the Property at the time of condemnation. 41.3 Partial "faking of Property by Condemnation. (a) In the event less than all of the Property and/or leasehold improvements shall be taken for any public use or purpose by the right or the exercise of the power of eminent domain, or shall be conveyed by the City and the Company acting jointly to avoid proceedings of such taking, and the Company shall be of the good faith opinion that it is economically feasible to effect restoration thereof, then this Lease and all the covenants, conditions and provisions hereunder shall be and remain in full force and effect as to all of the Property not so taken or conveyed (except as provided in subsection 41.4). Subject to the rights of the Leasehold Mortgagee, the Company shall to the extent the proceeds of the Net Condemnation Award are made available to it, pursuant to the terms hereof, remodel, repair and restore the leasehold improvements so that they will be comparable to the leasehold improvements prior to the condemnation, taking into consideration the fact of the condemnation; provided, however, that in so doing, the Company shall not be required to expend more than the amount of any Net Condemnation Award actually received by the Company. (b) The Net Condemnation Award allowed to the City and the Company shall be paid to and received by the parties hereto as follows: 27 174 [ 831209 # 21 # 686822 v 4 (i) There shall be paid to the City the value of the portion of the land so taken, which land shall be valued as if unimproved and unencumbered; (ii) There shall be paid to the Company any amount by which the Company's profits and value of the Company's interest in this Lease have been reduced by the taking; (iii) There shall be paid to the Company the amount required to complete the remodeling and repairs to the leasehold improvements pursuant to (a) above; (iv) The City and the Company shall be paid portions of the balance of the Net Condemnation Award or awards, if any, which are allocable to and represented by the value of their respective interest in the Property as found by the court in its condemnation award. In the event that a court shall make a single Net Condemnation Award without separately determining the respective interests of the City and the Company, and if the City and the Company shall not agree in writing as to their respective portions of such award within thirty (30) days after the date of the final determination by the court of the amount of it, the City and the Company agree to submit the matter to the court on stipulation for the purpose of a judgment determinative of their respective shares. 41.4 Adjustment of Minimum Annual Guaranteed Rental Upon Partial Taking. In the event a part of the Property and the leasehold improvements thereon, if any, shall be taken for any public use or purpose by the exercise of the power of eminent domain, or shall be conveyed by the City and the Company acting jointly to avoid proceedings of such taking, then Rental pursuant to this Lease Agreement shall be paid by the Company to the Date of Taking or conveyance in lieu thereof, and after such date the Minimum Annual Guaranteed Rental for the remainder of the Property shall be reduced by an amount equal to the Minimum Annual Guaranteed Rental then in effect multiplied by the percent by which gross receipts is affected by such taking. 41.5 Deposit of Condemnation Award with Escrow Agent. Unless the effect of a condemnation proceeding shall be to terminate this Lease Agreement by operation of law or as provided in Section 41.2 above, and except as may be provided in any Leasehold Mortgage to, or agreement with, any Leasehold Mortgagee described in Section 30 above, any Net Condemnation Award made in respect of the 28 17•4 1831209121 # 686822 v 4 leasehold improvements in a condemnation proceeding shall be deposited with the Leasehold Mortgagee as escrow agent (unless Leasehold Mortgagee refuses to act as such, in which case the City and the Company shall select a bank to serve as escrow agent) to be disbursed for the cost of restoring the leasehold improvements and for related purposes. 41.6 Rights of Leasehold Mortgagee. The City and the Company shall not settle or compromise the amount or division of any Net Condemnation Award in any condemnation proceeding without any Leasehold Mortgagee's reasonable consent. Any Leasehold Mortgagee of the Company shall be entitled to appear in any condemnation proceedings and make claim for the share of any award to which the Company is entitled by the terms of this Section. 41.7 Temporary Taking. In the event that all or any portion of the leasehold improvements or the Property shall be taken by the right of condemnation or the exercise of the power of eminent domain for governmental use or occupancy for a temporary period, this Lease Agreement shall not terminate and the Company shall continue to perform and observe all of its obligations (including the obligation to pay Rental as provided throughout this Lease Agreement) as though the temporary taking had not occurred except only to the extent that it may be prevented from so doing by the terms of the order of the authority which make the temporary taking or by the conditions resulting from the taking, including the loss of its possession of all or any part of the leasehold improvements or the Property. In the event the temporary taking for governmental occupancy is for a period entirely within the term of this Lease Agreement, then the Company shall be entitled to receive the entire amount of any Net Condemnation Award made for the taking, whether paid by way of damages, rent or otherwise. If the period of governmental occupancy extends beyond the termination of the Lease term, the City shall be entitled to receive that portion of the Net Condemnation Award allocable to the period beyond the termination of the Lease term. The amount of any Net Condemnation Award payable to the Company, on account of a temporary taking of all or any part of the leasehold improvements, shall be deemed a part of the Company's leasehold estate for all purposes in this Lease Agreement. If the Net Condemnation Award does not separately determine the amount applicable to the taking of the interest of the City in this Lease Agreement and in the leasehold improvements and if the City and the Company shall not agree in writing as to their respective portions of such award, then the City and the Company shall submit the matter to the court on stipulation for the purpose of a judgment determinative of the interest of the parties. 29 1741831209121 # 686822 v 4 S. The City and the Company agree that the 1991 Memorandum is hereby superseded and replaced by this Amendment. T. Exhibit C: Exhibit C of the Lease Agreement is hereby deleted in its entirety and replaced with Exhibit C-1, attached hereto and made a part hereof. Any and all references to Exhibit C shall hereinafter be deemed to refer to Exhibit C-1. In addition to the public parking spaces provided in Exhibit C-1, the Company shall have the right to use, on a non-exclusive basis and in common with the public, the parking spaces located in: (i) the waterfront users' parking lot immediately adjacent to the Property at 2600 South Bayshore Drive, and (ii) the public parking lot at the corner of South Bayshore Drive and Pan American Drive. In the event any of the above spaces are no longer available for the Company's use, the City shall provide an alternative parking space(s) to fulfill its obligations in accordance with Section 11 of this Lease. 4. Release of City: The Company, for itself, and its heirs, successors and assigns, does hereby absolutely and irrevocable waive, and remise, release, acquit, satisfy and forever discharge the City of Miami and its respective elected officials, officials, employees, administrators, agents, consultants, committees and members thereof, whether public employees or private citizens, and their respective heirs, executors, administrators, personal representatives, successors and assigns (the "Released Parties"), of and from, any and all causes of action, actions, suits, obligations, liabilities, debts, dues, sums of money, costs, losses, penalties, fines, expenses (including attomey's fees), damages, judgments, claims and demands whatsoever which the Company, or any of its successors or assigns, now has, ever had, or may have in the future, whether asserted or unasserted, against the Released Parties, or any of them, by reason of any matter, cause or thing whatsoever relating to, or arising out or in connection with or resulting in any manner from, this Lease, the State Lease or the Waiver. 30 174183\209121 fl 686822 v 4 5. No Implied Modifications: Except as specifically provided herein, all of the terms and provision of the Agreement shall remain in effect. IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Lease Agreement on the day and year first above written. ATTEST: B Approved As To Form And Correctness: Maria J. Chiar'erim City Attorney Approved As To Insurance Requirem .r .�rr1 el r.X', . P , , isk Manager Dania Carrillo [REMAINDER OF TIIIS PAGE LEFT BLANK INTENTIONALLY] City of Miami, a nkipal torpor n of the Sta • ►f Flori a ir B: rriola, City Manager 31 174183120912\ # 686822 v 4 Signature, . W RiTF,r1�yFn. t Name r, nature Print Name 32 Grove Marina Market, Ltd., a Florida limited liability company By: Grove Marina Market, Inc., a Florida corporation, its general partner By: du n, President \74183\20912\ t/ 686822 v 4 EXHIBIT A-1 LEGAL DESCRIPTION OF THE PROPERTY PARCEL 1: LOTS 20, 21 AND 22 AND THE NORTHEASTERLY HALF OF LOT 23, BLOCK 43, OF "SAMUEL RHODES PLAT OF NEW BISCAYNE", ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK "B" AT PAGE 16, OF THE PUBLIC RECORDS OF MIAMI-DADS COUNTY, FLORIDA; LESS THE NORTHWESTERLY 4 FEET THEREOF, AS RIGHT-OF-WAY DEDICATED TO THE CITY OF MIAMI. PARCEL 2: A PARCEL OF SUBMERGED LAND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: (COMMENCE AT THE NORTHERLY CORNER OF LOT 20, BLOCK 43, OF "SAMUEL RHODES PLAT OF NEW BISCAYNE", ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK "B" AT PAGE 16, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, THENCE SOUTH 40 DEGREES 23 MINUTES 32 SECONDS EAST ALONG THE NORTHERLY LINE OF SAID LOT 20 AND ITS SOUTHEASTERLY PROLONGATION THEREOF FOR 691.46 FEET, MORE OR LESS, TO A POINT OF INTERSECTION WITH THE MIAMI-DADE COUNTY BULKHEAD LINF, (U.S. IARBOR LINE) AS RECORDED IN PLAT BOOK 74, AT PAGE 3 (SHEET 5), OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, SAID POINT BEING THE POINT OF BEGINNING OF THE FOLLOWING DESCRIBED PARCEL OF SUBMERGED LAND; THENCE CONTINUE SOUTH 40 DEGREES 23 MINUTES 32 SECONDS EAST ALONG THE SAID SOUTHEASTERLY PROLONGATION OF THE NORTHEASTERLY LINE OF LOT 20 FOR 270.0 FEET; THENCE SOUTH 49 DEGREES 33 MINUTES 29 SECONDS WEST FOR 166.94 FEET, MORE OR LESS TO THE POINT OF INTERSECTION WITH THE SOUTHEASTERLY PROLONGATION OF THE SOUTHWESTERLY LINE OF THE NORTHEASTERLY 1/2 OF SAID LOT 23, BLOCK 43; THENCE NORTI F 40 DEGREES 23 MINUTES 32 SECONDS WEST ALONG THE SOUTHEASTERLY PROLONGATION OF THE SOUTHWESTERLY LINE OF THE NORTHEASTERLY 1/2 OF SAID LOT 23 FOR 183.76 FEET, MORE OR LESS, TO A POINT OF INTERSECTION WITH THE SAID MIAMI-DADE COUNTY BULKHEAD LINE THENCE NORTII 21 DEGREES 41 MINUTES 51 SECONDS EAST ALONG SAID MIAMI-DADE COUNTY BULKHEAD LINE (U.S. HARBOR LINE) FOR 184.53 FEET, MORE OR LESS; THENCE NORTH 49 DEGREES 33 MINUTES 29 SECONDS EAST ALONG SAID MIAMI-DADE COUNTY BULKHEAD LINE FOR 3.87 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. PARCEL 3: LOT 24 AND THE SOUTHWESTERLY HALF OF LOT 23, BLOCK 43, OF "SAMUEL RHODES PLAT OF NEW BISCAYNE", ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK "B", AT PAGE 16, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; LESS THE NORTHWESTERLY 4 FEET THEREOF, AS RIGHT-OF-WAY DEDICATED TO THE CITY OF MIAMI. PARCEL 4: A PARCEL OF SUBMERGED LAND IN BISCAYNE BAY IN SECTION 22, TOWNSHIP 54 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA, LYING SOUTHEASTERLY OF AND ABUTTING LOT 24 AND THE SOUTHWESTERLY ONE-HALF OF LOT 23 (LESS THE NORTHERLY 4 FEET THEREOF) OF BLOCK 43 OF "SAMUEL RHODES AMENDED MAP OF NEW BISCAYNE", AS RECORDED IN PLAT BOOK "B", PAGE 16, OF THE PUBLIC RECORDS OF M[AMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE SOUTHWESTERLY CORNER OF SAID LOT 24, SAID CORNER BEING IN THE MEAN HIGH WATER LINE OF BISCAYNE BAY; THENCE SOUTH 40 DEGREES 23 MINUTES 32 SECONDS EAST ALONG THE SOUTHEASTERLY EXTENSION OF TIIE SOUTHWESTERLY LINE OF SAID LOT 24, A DISTANCE OF 538.57 FEET TO A POINT IN THE BULKHEAD LINE ESTABLISHED FOR THIS AREA AS SHOWN ON MAP IN PLAT BOOK 74, PAGE 3 (SHEET 5), OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE NORTH 21 DEGREES 41 MINUTES 51 SECONDS EAST ALONG SAID BULKHEAD LINE A DISTANCE OF 84.87 FEET TO TIIE INTERSECTION WITH THE SOUTHEASTERLY EXTENSION OF NORTHEASTERLY LINE OF THE SAID SOUTHWESTERLY ONE-HALF OF LOT 23; THENCE NORTH 40 DEGREES 23 MINUTES 32 SECONDS WEST ALONG SAID SOUTHEASTERLY EXTENSION A DISTANCE OF 497.47 FEET TO TIIE MEAN HIGH WATER LINE OF BISCAYNE BAY; THENCE SOUTHWESTERLY ALONG SAID MEAN HIGH WATER LINE BOUNDARY OF SAID SOUTHWESTERLY ONE-HALF OF LOT 23 AND OF SAID LOT 24, A DISTANCE OF 75.00 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. PARCEL 5: A PARCEL OF SUBMERGED LAND MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTHEASTERLY EXTENSION OF THE SOUTHWESTERLY LINE OF LOT 24, BLOCK 43, OF THE PLAT OF "NEW BISCAYNE AMENDED", AS SHOWN IN PLAT BOOK "B", AT PAGE 16, ,OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA WITH THE MIAMI-DADE COUNTY BULKHEAD LINE AS SHOWN IN PLAT BOOK 74, AT PAGE 3, (SHEET 5), OF THE PUBLIC RECORDS OF MIAMI- MIAMI-DADE COUNTY, FLORIDA; THENCE RUN NORTH 21 DEGREES 41 MINUTES 51 SECONDS EAST ALONG SAID BULKHEAD LINE FOR A DISTANCE OF 84.87 FEET, TO ITS INTERSECTION WITH THE SOUTHEASTERLY EXTENSION OF THE NORTHEASTERLY LINE OF THE SOUTHWESTERLY 1/2 OF LOT 23, BLOCK 43 OF THE AFORESAID PLAT OF "NEW BISCAYNE AMENDED"; THENCE RUN SOUTH 40 DEGREES 23 MINUTES 32 SECONDS EAST ALONG THE SOUTHEASTERLY EXTENSION OF SAID NORTHEASTERLY LINE OF THE SOUTHEASTERLY 1/2 OF LOT 23 FOR A DISTANCE OF 283.73 FEET (285.72 FEET CALCULATED) TO A POINT; THENCE RUN SOUTH 49 DEGREES 36 MINUTES 28 SECONDS WEST FOR A DISTANCE OF 115.68 FEET (114.64 FEET CALCULATED) TO A POINT; THENCE RUN NORTH 40 DEGREES 23 MINUTES 32 SECONDS WEST FOR A DISTANCE OF 225.0 FEET TO A POINT ON THE MIAMI-DADE COUNTY BULKHEAD LINE; THENCE NORTH 21 DEGREES 41 MINUTES 51 SECONDS EAST ALONG SAID BULKHEAD LINE FOR A DISTANCE OF 44.86 FEET TO THE POINT OF BEGINNING OF THE HEREIN DESCRIBED TRACT OF SUBMERGED LAND. (SEE DEED 19448, RECORDED IN DEED BOOK 3130, PAGE 260). 2 PARCEL 6: A PARCEL OF SUBMERGED LAND IN BISCAYNE BAY IN SECTION 22, TOWNSHIP 54 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA, LYING SOUTHEASTERLY OF LOTS 20, 21, 22 AND THE NORTHEASTERLY HALF OF LOT 23, BLOCK 43, "RHODES NEW BISCAYNE AMENDED", ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK "B", AT PAGE 16, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHWEST CORNER OF THE SE 1/4 OF SECTION 15, TOWNSHIP 54 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA; THENCE NORTH 87 DEGREES 30 MINUTES 21 SECONDS EAST, ALONG THE SOUTH LINE OF THE SE I/4 OF SAID SECTION 15, FOR A DISTANCE OF 34.46 FEET TO A POINT ON THE MONUMENT LINE OF KIRK STREET, AS ESTABLISHED BY THE CITY OF MIAMI, FLORIDA; THENCE SOUTH 38 DEGREES 09 MINUTES 56 SECONDS EAST, ALONG THE SAID MONUMENT LINE OF KIRK STREET, FOR A DISTANCE OF 128.73 FEET TO A POINT ON THE MONUMENT LINE OF SOUTH BAYSHORE DRIVE, AS ESTABLISHED BY THE CITY OF MIAMI, FLORIDA; THENCE SOUTH 51 DEGREES 56 MINUTES 48 SECONDS WEST, ALONG THE SAID MONUMENT LINE OF SOUTH BAYSHORE DRIVE, FOR A DISTANCE OF 1,528.96 FEET TO THE INTERSECTION THEREOF WITH THE PROLONGATION NORTHWESTERLY OF THE NORTHEASTERLY LINE OF LOT 20, BLOCK 43 OF "RHODES NEW BISCAYNE AMENDED", PLAT BOOK "B", AT PAGE 16, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE SOUTH 40 DEGREES 23 MINUTES 32 SECONDS EAST, ALONG THE PROLONGATION NORTHWESTERLY OF THE NORTHEASTERLY LINE OF THE SAID LOT 20 AND ALONG THE NORTHEASTERLY LINE OF THE SAID LOT 20 FOR A DISTANCE OF 724.46 FEET TO THE INTERSECTION THEREOF WITH THE MIAMI-DADE COUNTY BULKHEAD LINE, AS ESTABLISHED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA (POINT OF BEGINNING); THENCE SOUTH 49 DEGREES 33 MINUTES 29 SECONDS WEST, ALONG THE SAID M1AM1-DADS COUNTY BULKHEAD LINE FOR A DISTANCE OF 3.97 FEET; THENCE SOUTH 21 DEGREES 41 MINUTES 51 SECONDS WEST, ALONG THE SAID MIAMI-DADE COUNTY BULKHEAD LINE, FOR A DISTANCE OF 184.49 FEET TO THE INTERSECTION WITH THE PROLONGATION SOUTHEASTERLY OF THE SOUTHWESTERLY LINE OF THE NORTHEASTERLY HALF OF LOT 23 OF SAID BLOCK 43; THENCE NORTH 40 DEGREES 28 MINUTES 32 SECONDS WEST, ALONG THE PROLONGATION SOUTHEASTERLY OF THE SOUTHWESTERLY LINE OF THE NORTHEASTERLY HALF OF THE SAID LOT 23 FOR A DISTANCE OF 497.6 FEET, MORE OR LESS, TO THE FACE OF AN EXISTING CONCRETE BULKHEAD; THENCE NORTHEASTERLY ALONG THE FACE OF AN EXISTING CONCRETE BULKHEAD LINE, FOR A DISTANCE OF 10 FEET MORE OR LESS; THENCE SOUTHEASTERLY, ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 82 FEET, MORE OR LESS; THENCE NORTHEASTERLY ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 53.9 FEET, MORE OR LESS; THENCE SOUTHEASTERLY ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 743 FEET, MORE OR LESS; THENCE NORTHEASTERLY ALONG THE FACE OF AN EXISTING BULKIIEAD FOR A DISTANCE OF 12 FEET, MORE OR LESS; THENCE NORTHWESTERLY, ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 52 FEET, MORE OR LESS; THENCE NORTHEASTERLY, ALONG THE FACE OF AN EXISTING BULKHEAD, FOR A DISTANCE OF 17 FEET, MORE OR LESS; THENCE SOUTHEASTERLY, ALONG THE FACE OF AN EXISTING BULKHEAD, FOR A DISTANCE OF 156.75 FEET, MORE OR LESS; THENCE NORTHEASTERLY, ALONG THE FACE OF AN EXISTING BULKHEAD, FOR A DISTANCE OF 31 FEET, MORE OR LESS, THENCE NORTHWESTERLY, ALONG THE FACE OF AN EXISTING BULKHEAD, FOR A DISTANCE OF 19 FEET, MORE OR LESS; THENCE NORTHEASTERLY FOR A DISTANCE OF 33 3 FEET, MORE OR LESS, TO A POINT IN TIIE PROLONGATION SOUTHEASTERLY OF THE NORTHEASTERLY LINE OF THE SAID LOT 20; THENCE SOUTH 40 DEGREES 23 MINUTES 32 SECONDS EAST, ALONG THE PROLONGATION SOUTHEASTERLY ON THE NORTHEASTERLY LINE OF THE SAID LOT 20 FOR A DISTANCE OF 164.4 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. PARCEL 7: A PARCEL OF SOVEREIGNTY LAND, NOW FILLED, LYING IN BISCAYNE BAY IN SECTION 22, TOWNSHIP 54 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHWEST CORNER OF THE SE 1/4 OF SECTION 15, TOWNSHIP 54 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA; THENCE NORTH 87 DEGREES 30 MINUTES 21 SECONDS EAST, ALONG THE SOUTH LINE OF THE SE 1/4 OF THE SAID SECTION 15, FOR A DISTANCE OF 34.46 FEET TO A POINT ON THE MONUMENT LINE OF KIRK STREET, AS ESTABLISHED BY THE CITY OF MIAMI, FLORIDA; THENCE SOUTH 38 DEGREES 09 MINUTES 56 SECONDS EAST, ALONG THE SAID MONUMENT LINE OF KIRK STREET, FOR A DISTANCE OF 128.73 FEET TO A POINT ON THE MONUMENT LINE OF SOUTH BAYSHORE DRIVE, AS ESTABLISHED BY THE CITY OF MIAMI, FLORIDA; THENCE SOUTH 51 DEGREES 56 MINUTES 48 SECONDS WEST, ALONG THE SAID MONUMENT LINE OF SOUTH BAYSHORE DRIVE, FOR A DISTANCE OF 1,528.96 FEET TO THE INTERSECTION THEREOF WITH THE PROLONGATION NORTHWESTERLY OF THE NORTHEASTERLY LINE OF LOT 20, BLOCK 43 OF "RHODES NEW BISCAYNE AMENDED", PLAT BOOK "B", AT PAGE 16, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE SOUTH 40 DEGREES 23 MINUTES 32 SECONDS EAST, ALONG THE PROLONGATION NORTHWESTERLY OF THE NORTHEASTERLY LINE OF THE SAID LOT 20 AND ALONG THE NORTHEASTERLY LINE OF THE SAID LOT 20 FOR A DISTANCE OF 323 FEET MORE OR LESS TO A POINT ON THE ORIGINAL HIGH TIDE LINE OF BISCAYNE BAY AS SAID HIGH TIDE LINE I.S SHOWN ON THE SAID PLAT OF RHODES NEW BISCAYNE AMENDED; (POINT OF BEGINNING) THENCE CONTINUE SOUTH 40 DEGREES 23 MINUTES 32 SECONDS EAST ALONG THE PROLONGATION SOUTHEASTERLY OF THE NORTHEASTERLY LINE OF THE SAID LOT 20; FOR A DISTANCE OF 237 FEET, MORE OR LESS, TO THE EXISTING HIGH TIDE LINE OF BISCAYNE BAY; THENCE SOUTHWESTERLY, MEANDERING THE HIGH TIDE LINE OF BISCAYNE BAY FOR A DISTANCE OF 33 FEET, MORE OR LESS, TO A POINT ON THE FACE OF AN EXISTING BULKHEAD; THENCE SOUTHEASTERLY ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 19 FEET, MORE OR LESS; THENCE SOUTHWESTERLY ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 31 FEET, MORE OR LESS; THENCE NORTHWESTERLY, ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 156.75 FEET, MORE OR LESS; THENCE SOUTHWESTERLY ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 17 FEET, MORE OR LESS; THENCE SOUTHEASTERLY ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 52 FEET, MORE OR LESS; THENCE SOUTHWESTERLY ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 12 FEET, MORE OR LESS; THENCE NORTHWESTERLY ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 74.3 FEET, MORE OR LESS; THENCE SOUTHWESTERLY ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 53.9 FEET, MORE OR LESS; THENCE NORTHWESTERLY ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 82 FEET MORE OR LESS TO A POINT ON THE ORIGINAL HIGH TIDE LINE OF BISCAYNE BAY AS SHOWN ON THE SAID PLAT OF "NEW BISCAYNE AMENDED"; THENCE NORTHEASTERLY MEANDERING THE SAID ORIGINAL HIGH TIDE LINE OF BISCAYNE BAY FOR A DISTANCE 4 OF 157 FEET, MORE OR LESS TO THE POINT OF BEGINNING. AND ALL LANDS ALSO DESCRIBED IN WARRANTY DEED DATED APRIL 17, 1968 AND FILED IN OFFICIAL RECORDS BOOK 5913, PAGES 253 AND 254 OF THE PUBLIC RECORDS OF DADE COUNTY, FLORIDA. THE AFORESAID PARCELS ARE TO USED AS AN EASEMENT FOR INGRESS EGRESS FOR THE FOLLOWING PARCELS OF SUBMERGED LAND: PARCEL A2: A PARCEL OF SUBMERGED LAND TN BISCAYNE BAY BEING IN SECTION 22, TOWNSHIP 54 SOUTH, RANGE 41 EAST, MIAM1-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHERLY CORNER OF LOT 20, BLOCK 43 ,"RHODES AMENDED PLAT OF NEW BISCAYNE", ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK B, AT PAGE 16, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE SOUTH 40°23'32" EAST ALONG THE NORTHERLY LINE OF SAID LOT 20 AND ITS SOUTHEASTERLY PROLONGATION THEREOF FOR 691.46 FEET, MORE OR LESS, TO A POINT OF INTERSECTION WITH THE MIAMI-DADE COUNTY BULKHEAD LINE (U.S. HARBOR LINE) AS RECORDED IN PLAT BOOK 74, AT PAGE 3 (SHEET 5), OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE CONTINUE SOUTH 40'23'32" EAST ALONG THE SAID SOUTHEASTERLY PROLONGATION OF THE NORTHEASTERLY LINE OF LOT 20 FOR 270.0 FEET; THENCE SOUTH 49°33'29" WEST FOR 41.09 FEET, MORE OR LESS TO THE POINT OF BEGINNING OF THE HEREIN DESCRIBED SUBMERGED PARCEL OF LAND; THENCE SOUTH 39°25' 15" EAST, 90.15 FEET; THENCE SOUTH 50°34'45" WEST, 92.00 FEET; THENCE NORTH 39°25'15" WEST, 88.51 FEET; THENCE NORTH 49°33'29" EAST, 92.01 FEET TO THE POINT OF BEGINNING. CONTAINING 0.19 ± ACRES. PARCEL B2: A PARCEL OF SUBMERGED LAND IN BISCAYNE BAY BEING IN SECTION 22, TOWNSHIP 54 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE SOUTHEASTERLY EXTENSION OF THE SOUTHWESTERLY LINE OF LOT 24, BLOCK 43, OF THE PLAT OF "NEW BISCAYNE AMENDED", AS SHOWN IN PLAT BOOK "B", AT PAGE 16, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, WITH THE MIAMI-DADE COUNTY BULKHEAD LINE AS S1-1OWN IN PLAT BOOK 74, AT PAGE 3 (SHEET 5), OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE RUN S 21°41'51" W ALONG SAID BULKHEAD LINE FOR A DISTANCE OF 44.86 FEET TO THE POINT OF BEGINNING OF THE HEREIN DESCRIBED PARCEL OF SUBMERGED LAND; THENCE S 40°23'32" E, 225.00 FEET; THENCE N 49'36'28" E, 92.14 FEET; THENCE S 40°23'32" E, 63.39 FEET; THENCE S 49°36'28" W, 120.25 FEET; THENCE N 40°23'32" W, 273.50 FEET TO A POINT ON THE AFORESAID MIAMI-DADE COUNTY BULKHEAD LINE; THENCE N 21°41'51" E ON SAID BULKHEAD LINE, 31.81 FEET TO THE POINT OF BEGINNING. CONTAINING 0.315 ACRES. 5 PARCEL C2: A PARCEL OF SUBMERGED LAND IN BISCAYNE BAY BEING IN SECTION 22, TOWNSHIP 54 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA, LYING SOUTHEASTERLY OF LOT 24, BLOCK 43, OF "SAMUEL RHODES PLAT OF NEW BISCAYNE", AS RECORDED IN PLAT BOOK "B", PAGE 16, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE SOUTHWESTERLY CORNER OF SAID LOT 24, SAID CORNER BEING THE MEAN HIGH WATER LINE OF BISCAYNE BAY; THENCE S 40°23'32"E ALONG THE SOUTHEASTERLY EXTENSION OF THE SOUTHWESTERLY LINE OF SAID LOT 24, FOR 538.57 FEET TO A POINT IN THE MIAMI-DADE COUNTY BULKHEAD LINE ESTABLISHED FOR THIS AREA AS SHOWN ON MAP IN PLAT BOOK 74, PAGE 3 (SHEET 5), OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE S 21°41'51" W ALONG SAID BULKHEAD LINE, 67.75 FEET TO A POINT ON THE SOUTHEASTERLY LINE EXTENSION OF THE SOUTHWESTERLY RIGHT-OF-WAY LINE OF AVIATION AVENUE; THENCE N 40°23'32" W, ALONG SAID SOUTHEASTERLY EXTENSION LINE OF SAID SOUTHWESTERLY RIGHT-OF- WAY LINE, 88.93 FEET; THENCE N 49°36' 18" E, 25.98 FEET; THENCE N 40'23'32" W, 460.24 FEET; THENCE S 57°28'54" W, 26.23 FEET TO A POINT ON THE AFOREMENTIONED SOUTHEASTERLY EXTENSION OF THE SOUTHWESTERLY RIGHT-OF-WAY LINE OF AVIATION AVENUE; THENCE N 40°23'32 W ON THE AFOREMENTIONED EXTENSION OF THE AFORESAID RIGHT-OF-WAY LINE, 25.24 FEET TO THE FACE OF AN EXISTING CONCRETE BULKHEAD; THENCE N 57°28'54" E ALONG THE FACE OF AN EXISTING CONCRETE BULKHEAD FOR A DISTANCE OF 60.57 FEET TO THE POINT OF BEGINNING, CONTAINING 0.49 + ACRES. 6 This Instrument Prepared By: Jeff Gentry Recurring Revenue Section Bureau of Public Land Administration 3900 Commonwealth Boulevard Mail Station No. 125 Tallabassce, Florida 32399 BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OF FLORIDA SOVEREIGNTY SUBMERGED LANDS LEASE MODIFICATION TO CORRECT LEGAL DESCRIPTION No.1313034016 PA No. EXHIBIT B THIS LEASE is hereby issued by the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida, hereinafter referred to as the Lessor. W1TNE$SETIi: That for and in consideration of payment of the annual lease fees hereinafter provided and the faithful and timely performance of and compliance with all terms and conditions stated herein, the Lessor does hereby lease to City ofyiami Florida hereinafter referred to as the Lessee, the smereign lands described as follows: A parcel of sovereign submerged land in Section 22, Township 54 South Range 41 East, in Biscayne Bay, Miami -Dade County, containing 21 44 square feet, more or less, as is more particularly described and shown as Parcel C2 on Attachment A, dated July 27, 2004. TO HAVE THE USE OF the hereinabove described premises for a period of lQ years from July 1.2004 the effective date of this lease. The terms and conditions on and for which this lease is granted are as follows: 1. USE OF PROPERTY; The Lessee is hereby authorized to operate an existine 34-slip dockine facility+ exclusively to be used for he mooring of commercial and recreational vessels in conjunction with an upland cont_rnercial marina and festawant, with Heeling facilities with a sewage pumpout facility if it meets the regulatory requirements of the Department of Environmental Protection or local authority, whichever entity applies the more stringent criteria, and liveaboards as defined in paragraph 29, as shown as Parcel C2 and conditioned in Attachment A. All of the foregoing subject to the remaining conditions of this Lease. 2. LEASE FEES: The Lessee hereby agrees to pay to the Lessor an initial annual lease fee of S1,952.9S, plus sales tax pursuant to Section 212.031, Florida Statutes, if applicable, within 30 days of receipt of this fully executed lease. The annual fee for the remaining years of the lease shall be adjusted pursuant to provisions of Section 1S-21.011, Florida Administrative Code. The Division of State Lands will notify the Lessee in writing of the amount and the due date of the annual payment. The lease fee shall be remitted annually to the Division of State Lands as the agent for the Lessor, beginning with the effective and due date of this lease, and each year thereafter until the term of this lease terminates or expires. 3. WET SLIP_RENTAL CERTIFICATION/SUPPLEMENTAL PAYMENT: The Lessee sltal) provide upon request by the Lessor any and all information in a certified form needed to calculate the lease fee specified in paragraph two (2) above, including the total amount of the gross receipts derived from the rental of wet slips, if applicable, When six percent (6%) oldie gross receipts derived from the rental of wet slips exceeds the prorated base fee or minimum fee established pursuant to section 18-21.011, Florida Administrative Code, for any lease year during the term of this lease, the Lessor shall send the Lessee a supplemental invoice for the difference in the amounts for that lease year. 4, LTE FEE ASSESSMENTS: The Lessee shall pay a late charge equal to interest at the rate of twelve percent (12%) per annum from the due date until paid on any lease fees due hereunder which are not paid within 30 days of their due dates. 1 5, EXAMINATION OF LESSEE'S Rr "DS. r nurposes of this lease, the Lessor is hereby specifically suds, .d and ernpowerea' ; xamine, for th .inthis ' uding any extensions thereto plus three (3) additional ,it all r asr:nabl,: h,._._, the books .:antracts. -- ., •tcuments confirming and pertaining to the computation .. ennuis] lea- ,, , ,..- - iph re- asEE' ° _ ... _.. airs:. secure, maintain, and keep all records for the rm of •' !ea- • _is Its (3' , _aril 5: __..., .,.;ended for an additional two (2) years upon •n:s f>•,- ir. a ...rt -er;iicaiion purposes by the Lessor. i nt' ,_ .._ TL = .YT_ DE is, Lessee to use or occupy the leased premises only 'The _ Id to ere approved use of the leased premises as defined mooring to rental of wet slips, from rental of wet slips to contractual a ±reement w,,... ^ of cruist 'torn rental of recreational pleasure craft to rental or ierirr' "v mnnrina •r '° ^a '' ur boats, tru,,, : 1 og corral.. . +al to rental of wet slips, etc.), shall not change ae vn an enrironrrtenta., !hat was not considered in the original authorization or the type of use of the riparian uplands without first obtaining a regulatory perr;,t:;:eio:.t+.ed pc;,tut, if applicable, and the Lessor's written authorization in the form of a modified lease, the payment of additional fees, if applicable, and, if applicable, the removal of any structures which may no longer qualify for authorization under the modified tease. 8. PROPERTY RI(IHTS: The Lessee shall make no claim of title or interest to said lands hereinbefare described by reason of the occupancy or use thereof, and all title and interest to said land hereinbefore described is vested in the Lessor. The Lessee is prohibited from including, or making any claim that purports to include, said lands described or the Lessee's leasehold interest in said lands into any form of private ownership, including but not Iimited to any form of condominium or cooperative ownership, The Lessee is further prohibited from making any claim, including any advertisement, that said land, or the use thereof, may be purchased, sold, or re -sold. 9. INTEREST IN RIPARIAN UPLAND PROPERTY: During the term of this lease, the Lessee shall maintain a leasehold or fee simple title interest in the riparian upland property and if such interest is terminated, the lease may be terminated at the optiou of the Lessor. Prior to sale and/or termination of the Lessee's leasehold or fee simple title interest in the upland property, Lessee shall inform any potential buyer or transferee of the Lessee's upland property interest of the existence of this lease and all its terms and conditions and shall complete and execute any documents required by the Lessor to effect as assignment of this lease, if consented to by the Lessor. Failure to do so will not relieve the Lessee from responsibility for full compliance with the terms and conditions of this lease which include, hut are not limited to, payment of all fees and/or penalty assessments incurred prior to such act. Page of L Pages Sovereignty Submerged Lands Lease No. 130034016 10. ASSIGNMENT OF LEASE; This least shall nut be assigned or otherwise transferred without prior written consent of the Le sor or its duly authorized agent. Such assignment or other transfer shall be subject to the terms, conditions and provisions ormanagement standards and applicable laws, rules and regulations in effect at that time. Any assignment or other transfer without prior wntten consent of the Lessor shall be null and void and without legal effect. The Lessor hereby consents to a sublease of the leased premises by and between the Lessee, as sublessor, and Grove Manna Market, Ltd. or Eayshore Landing, LLC, or their respective leasehold mortgagees, as sublessee. The Lessee agrees that is will not grant a sublease to any parry other than Grove Manna Market, Ltd, or Baysiiore Landing, LLC or their respective leasehold mortgagees without the pnor written consent of the Lessor and the Lessor agrees that it will not unreasonably withhold consent. The Lessee hereby acknowledges that the sublease is and shall be at all times subject and subordinate to this lease. The Lessee shall ensure that the sublessee uses the leased premises only for the express purposes stated in paragraph 1, of this lease, and performs and observes the covenants, conditions, and terns of this lease on the part of the Lessee to be performed and observed. I I. IN OEMN1FICATIONr'INVEST1GATION OF ALL CLA€MS; The Lessee shall investigate all claims of every nature arising out of this lease at its expense. Each party is responsible for all personal injury and property damage attributable to the negligent acts or omissions of that party and the officers, employees and agents thereof. Nothing herein shall be construed as an indemnity or a waiver of sovereign immunity enjoyed by any parry hereto, as provided in Section 768.28, Florida Statutes, as amended, from tune to time, or any other law providing limitations on claims. 12. VENUE Lessee waives venue as to any litigation arising from miners relating to this lease and any such litigation between Lessor and Lessee shall be initiated and maintained only in Leon County, Florida. 13.]NfOT10ES/COMPLIANCE:TERMlNATION The Lessee binds itself, its successors and assigns, to abide by the previsions and conditions herein set forth, and said provisions and conditions shall be deemed covenants of the Lessee, it successors and assigns. In the event the Lessee fails or refuses to comply with the provisions and conditions herein set forth, or in the event the 1.essce violates any of the provisions and conditions herein, or fails or refuses to comply wtith the provisions and conditions herein set forth within 20 days of receipt of the Lessor's notice to correct, this lease may be terminated by the Lessor upon thirty (30) days written notice to Lessee, if canceled, all of the above described parcel of land shall revert to the Lessor. All costs and attontcys' fees incurred by the Lessor to enforce the provisions of this lease shall be path by the Lessee. All notices required to be given to the Lessee by this lease or applicable law or administrative toles shall be sufficient if sent by U.S. Mail to the following address: City of Miami Department of Economic Development 444 SW 2nd Avenue, 3`d Floor Miami, Florida 33130 Copy to: City of Miami City Attorney 444 SW 2nd Avenue, 9`h Floor lviiami, Honda 33130 The Lessee shall notify the Lessor by certified mail of any change to this address at least ten (10) days before the change is effective. 14, TAXES AND ASSESSMENT] The Lessee shall assume all responsibility for liabilities that accrue to the subject property or to the improvements thereon, including any and all drainage or special assessments or taxes ofevery kind and description which are now or may be hereafter lawfully assessed and levied against the subject property during the effective period of this lease. _ _ _ 15. NUISANCES OR ILLEGAL OPERATIONS: The Lessee shall not permit the leased premises or any part thereof to be used or occupied for any purpose or business other than herein specified unless such proposed use and occupancy are consented to by the Lessor and the lease is modified accordingly, nor shall Lessee knowingly permit or stiffer any nuisances or illegal operations of any kind on the leased premises. 16. MA1NTTNANCE OF FACILIT V/RIGHT TO INSPECT: The Lessee shall maintain the leased premises in goad condition, keeping the structures and equipment located thereon in a good state of repair in the interests of public health, safety and welfare. No dock or pier shall be constructed in any manner that would cause harm to wildlife. The leased premises shall be subject to inspection by the Lessor or its designated agent at any reasonable time. Page _L of 14 Pages Sovereignty Submerged Lands Lease No. € 30034016 7_ NON•DISCRJMINATION: The Lessee shall not discriminate against any individual because of that indivtdual's race, color, religion, sex, nation[ origin, age, handicap, or marital status with respect to any activity occurring within the area subject to this lease or upon lands adjacent to and used as an adjunct of the leased area. During the lease term, the Lessee shall post and maintain the placard furnished to the Lessee by the Lessor in a prominent and visible location on the leased premises or adjacent business office of the Lessee. It shall be the responsibility of the Lessee to post the placard in a manner which will provide protection from the elements, and, in the event that said placard becomes illegible at any time during the term of this lease (including any extensions thereof), to notify the Lessor in writing, so that a replacement may be provided. I8, ENFORCEMENT OF PROVISIONS' No failure, or successive failures, on the part of the Lessor to enforce any provision, nor any waiver or successive waivers on its part of any provision herein, shall operate as a discharge thereof or render the same inoperative or impair the right of the Lessor to enforce the same upon any renewal thereof or in the event of subsequent breach or breaches. 19. PERMISSION GRANTED: Upon expiration or cancellation of this lease all permission granted hereunder shall cease and terminate. 20. RENEWAL PROVISIONS: Renewal of this lease shall be at the sole option of the Lessor. Such renewal shall be subject to the terms, conditions and provisions of management standards and applicable laws, rules and regulations in effect at that time. In the event that Lessee is in full compliance with the terms of this lease, the Lessee may apply in writing for a renewal. Such application for renewal must be received by Lessor no sooner than 120 days and no later than 30 days prior to the expiration date of the original or current term hereof. The term of any renewal granted by the Lessor shall commence on the last day of the previous lease term If the Lessee fails to timely apply for a renewal, or in the event the Lessor does not grant a renewal, the Lessee shall vacate the leased premises and remove all structures and equipment occupying and erected thereon at its expense. The obligation to remove all structures authorized herein upon termination of this lease shall constitute an aff'umative covenant upon the riparian upland property more specifically described in Anachment a. which shall run with the title to said riparian upland property. and shall be binding upon Lessee and Lessee's successors in title or successors in interest. 21. REMOVAL OF STRLrCTURES.ADMINIST. V ` F1 'S: If the Lessee does not remove said structures and equipment occupying and erected upon the leased premises after expiration or cancellation of this lease, such structures and equipment will be deemed forfeited to the Lessor, and the Lessor may authorize removal and may sell such forfeited structures and equipment after ten (10) days written notice by certified mail addressed to the Lessee at the address specified in Paragraph 13 or at such address on record as provided to tine Lessor by the Lessee. Fiowever, such remedy shall be in addition to all other remedies available to the Lessor under applicable laws, rules and regulations including the right to compel removal of all structures and the right to impose administrative fires, 22. REMOVAL COSTS'LIEN ON RIPARIAN UPLAND PROPERTY: Any costs incurred by the Lessor in removal of any structures and equipment constructed or maintained an state lands shall be paid by Lessee and any unpaid costs and expenses shall constitute a lien upon the interest of the Lessee in its riparian upland property enforceable in summary proceedings as provided by law. 23. RECOI MTION OF LEASE: The Lessee, at its own expense, shall record this fully executed lease in its entirety in the public records of the county within which the lease site is located within fourteen (14) days after receipt, and shall provide to the Lessor within ten (10) days following the recordation a copy oldie recorded lease in its entirety which contains the O.R. Book and pages at which the lease is recorded. 24. RIPARIAN RIGHTS/FINAL ADJUDICATION. In the event that any part of any structure authorized hereunder is determined by a final adjudication issued by a court of competent jurisdiction to encroach on or interfere with adjacent riparian rights, Lessee agrees to either obtain written consent for the offending structure from the affected riparian owner or to remove the interference or encroachment within 60 days from the date of the adjudication. Failure to comply with this paragraph shall constitute a material breach of this lease agreement and shall be grounds for immediate termination of this lease agreement at the option of the Lessor, Page 4 of 14 Pages Sovereignty Submerged Lands Lease No. 130034016 25. AMENDMENTS,?4OOiFICATIONS: This lease is the entire and only agreement between the parties. Its provisions are not severable. Any amendment or modification to this tease must be in writing, must be accepted, acknowledged and executed by the Lessee and Lessor, and truest comply with the rules and statutes in existence at the time of the execution of the modification or amendment. Notwithstanding the provisions of this paragraph, if mooring is authorized by this lease, the Lessee may install boatlifts within the leased premises without formal modification of the lease provided that (a) the Lessee obtains any state or local regulatory permit that rosy be required; and (b) the location or size of the Iiti does not increase the mooring capacity of the facility. 26. ApVERTISEMENT/SIGNS/NOIsi-WATER DEPENDENT ACTIVITIES/ADDITIONAL, ACTIVITIES/MINOR STR1CTVRALREPAIRS; No permanent or temporary signs directed to the boating public advertising the sale of alcoholic beverages shall be erected or placed within the leased area, No restaurant or dining activitiesare to occur within the leased area. The Lessee shall ensure that no permanent, temporary or floating structures, fences, docks, pilings or any structures whose use is not water -dependent shall be erected or conducted over sovereignty submerged lands without prior written consent from the Lessor. No additional structures and/or activities including dredging, relocatioa/reelignntcnt or major repairs or renovations to authorized structures, shall be erected or conducted on or over sovereignty, submerged lands without prior written Consent from the Lessor. Unless specifically authorized in writing by the Lessor, such activities or structures shall be considered unauthorized and a violation of Chapter 253, Florida Statutes, and shalt subject the Lessee to administrative fines under Chapter 18-14, Florida Administrative Code. This condition does not apply to minor structural repairs required to maintain the authorized structures in a good state of repair in the interests of public health, safety or welfare; provided. however, that such activities shall not exceed the activities authorized by this agreement_ 27, ACOE A1JTl{OetIZATION: Prior to commencement of construction and/or activities authorized herein, the Lessee shall obtain the U.S. Army Corps of Engineers (ACOE) permit if it is required by the ACOE. Any modifications to the construction and/or activities authorized herein that may be required by the ACOE shall require consideration by and the prior written approval of the Lessor prior to the commencement of construction and/or any activities on sovereign, submerged lands. 28. COMPLIANCE WITH FLORIDA LAWS: On ur in conjunction with the use oldie leased premises, the Lessee shall at all times comply with all Florida Statutes and all administrative rules promulgated thereunder. Any unlawful activity which occurs on the leased premises or in conjunction with the use of the leased premises shall be grounds for the termination of this lease by the Lessor. 29. (,IVEABOARDS: The term "livcaboard" is defined as a vessel docked at the facility and inhabited by a person or persons for any five (5) consecutive days or a total of ten (10) days within a thirty (30) day period, If liveaboards are authorized by paragraph one (I) of this lease, in no event shall such "liveaboard" status exceed six (6) months within any twelve (12) month period, nor shall any such vessel constitute a legal or primary residence, 30. GAMBLING VESSJLS: During the term of this lease and any renewals, extensions, modifications or assignments thereof, Lessee shall prohibit the operation of or entry onto the leased premises of gambling cruise ships, or vessels that are used principally for the purpose of gambling, when these vessels are engaged in "cruises to nowhere," where the ships leave and return to the state of Florida without an intervening stop within another state or foreign country or waters within the jurisdiction of another state or foreign country, and any watercraft used to carry passengers to and from such gambling cruise ships. Page j_ of j4 Pages Sovereignty Submerged Lairds Lease No. 130034016 Original CiPv• �r arm of Witness Q C_ gnature C. 0 • ?eiptl>ulis Print/Type Name of Witness STATE OF FLORIDA COUNTY OF LEON Florida BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OF FL A BY: Dale Adams, Operations and Management Consultant Manager, Bureau of Public Land Administration, Division of State Lands, Department of Environmental Protection. as agent for and on behalf of the Board of Trustees of the Internal Improvement Trust Fund of the State of "LESSOR" The foregoing instrument was acknowledged before me this 1 D day of 20c1 by pale Adams. Operations and Management Consultant Manager. Bureau of Public land Admix' anion. Division of State ds, petaarErnent of Ettvimnrrtcntal Protection. as agent for and on behalf of the BoatsLof Trustees 9 the_ Internal 1norrvement rust Raid of the State of Florida, He is personally lmown to me. APPRC(4]ED AS TO FORM ANLEGALITY. DEP A!lloiney Attest: Original Sigoatur •aCfi Priscilla A. Thon>ason, City Clerk Typed/Printed Name of Witness Notary Public, State oft arida Pnnted, Typed or Stamped Name My Commission Expires: Flemara L Dow 4YCOMM}9SION# CC474Sd11 DARES Otnober It, 2004 iomap not) uilx Fur minNMfi IMC Commission/Serial No. APPROVED AS TO FORM AN14 CORRECTNESS: Original Signs J4fuia.1. Chiaro, Interim City Attorney Typed/Printed Nana of Witness STATE OF City of Miami. Florida (SEAL) Original Signature of Executing Audi 4oetrrnots l..lti.1a fr • t . J�7 Typed/Printed Name of Executing Authority tii City Manager..— ors A A Title of Executing Authority CA Ma. o, r,— "LESSEE" COUNTY OF n n e n „kJ q k fo}egoi ttutrunrent was aclotowiedged before me this /!, dayof,;�a. f i , 20 F by syt>Msn ass , for and on behalf of L 's is F + i ,,..Hi is pers lafy knownTo me or who has produced as identification. yhr• My Commission Expires: Commission/Serial No. Page _ .., of 14 Pages Sovereignty Submerged Land Lease No. 130034016 d i L;(-7 Notary Pub ' , State of Printed) MALIEUNE VALDES mTS "ae7 3ooa i.a»lVRi.F.'r ftJIOon WWIV a♦e«osno-Ne. PARCEL A2 Apercal 01 submerged land in Biscayne Bay being in Section 22, Township 54 South. Range 41 East. MIAMI-DADE County. Fkxida, being mom particularly deserted as follows' Conrnence at the Northerly comer of Let 20, Bloch 43, *RHODES AMENDED PLAT OF NEW BISCAYNE', according to the Piet thereof as recorded in Plat Book B. at Page 18, chi the Pubic Records of MIAMI-DADE County, Florida; thence South 40'23'32' East along the Northerly line of said Lot 20 and ita SdMeastety prolongation thereof for 691.46 fed. anon or leas. to a paint of Intersection with the Dade County bulkhead line (U.S. Harbor Line) es recorded to Plat Book 74, Page 3 (Sheet 5). of the Public Records of MIAMI-DADE County, Fknida thence continue South 40'233T East along the said Southeasterly prolongation of the Northeasterly line of Lot 20 for 270.0 feet: thence South 49'33'29' West far 41.09 feet, more or less to the Point of Beginning of the herein described submerged parcel of land: thence South 39'25155 East, 90.15 feet thence Swth 50'34'45' West, 92.00 feet; thence North 39'25'15' West. 88.51 feet thence North 49'3328' East 92.015 feat to the Point of Beginning. Containing 0.193 Acres. PARCEL B2 A petrel of submerged land in eisceyrhe Bay being in Seciio n 22, Township 54 South, Range 41 East, MIAMI-DADE County, Florida, more particularly described as follows: Commencing at the hntsseclfon of the Southeasterly extertsiort et the Southwesterly line of Lot 24. Block 43, of the Plal of 'NEW BISCAYNE AMENDED', as shown in Plat Book'13% at Page 18, of the Pubic Records of 14IAMI LADE County, Florida, with the Dade County bulkhead ire as shown in Plat Book 74, at Page 3 (Sheet 5), of the Public Records of MIAMI-DADE County. Florida; thence run S 21'41'51' W along saki bulkhead Inc for a distance of 44.86 feat 1n the Pant of Beginning of the herein described parcel of submerged land; thence S 40'23'32' E, 225.00 feet thence N 49'38'18' E. 92.14 feet thence S 40'23'32' E. 63.39 feet thence S 49'36'18' W. 120.25 feet thence N 40'2332' W. 273.50 feet to a point on the aforesaid MIAMI-DADE County twlkhead line: thence H 21'41'51 E on said bullhead fine. 31.81 feet to the Point of Beginning. Containing 0.315t Acres. PARCEL C2 A parcel d submerged land le Biscayne Bay in Section 22, Township 54 South, Range 41 East, MLAMI-0ADE County, Florida, lying Southeasterly of Lot 24, Block 43. of "SAMUEL RHODES PLAT OF NEW BISCAYNE', as recorded in Plat Book'B', Page 16, of the Public Records of MIAMI-DADE County, Florida, being more particularly 6escribed as follows: Begin d the Souttwesterty comer of said Lot 24. aaid corner being in the mean high wafer line of Biscayne Bay: thence S 40'23'32' E along the Southeasterly extension of Inc Southwesterly line of said Lot 24, for 538.57 Met to a point in Inc MtAMI-LADE County bilk/lead line established for this area as shown on map in Plat Book 74, Page 3 (Sheet 5), of the Public Records of MIAMI-DADE County, Florkta; thence S 21'41'51' W along said busdroad line. 67.75 feet to a point on the Southeasterly line extension of the Souttwestardy Rietit-of-Way fine 0f Aviatiat Avenue: thence N 40.2332" W, along said Southeasterly extension Ina of said Southwesterly Right-of.Way Sure; 88.93 feet thence N 49'38'l8' E, 25.98 feet; thence N 40'2312' W, 460_24 feet thence S 57'28.54' W, 26.23 feet to a point on Inc drumnerit led Southeastery extension of the Southwesterly Right -of -Way Inc al Aviation Avenue; thence N 40'23'32' W on the aforementioned extension of the aforesaid Right -of -Way line, 25.24 feet to the face of an existing concrete bulkhead; thence N 57-28'54' E along the face of an existing concrete bulkhead for a distance of 60.57 lest to Inc Point 0f Beginning. Containing 0.49t Acres m �n a rna v rn Q . m [ w d! 0 E 0 - co z 0 ro 4) Cn .1 sJ t kn Si-IEEi' 2 OF 3 SURVEYORS SEAL unless it aura Cho eginatuto end to odeleu4 rolrad soul a a Rollo sraneed surveyor and n see', +fir naphtapvt la cur hd i*tbnsi prpowr arty in a not reed. REVISED: 07-27-04 BOUNDARY SURVEY I HERESY CERTIFY: Thar 3'. .each h..v.y ®n,.ae w+ae' rn• e*h• chin. montl .i.r.a.ar Irmo. w. .rdmant WOMVdd wrldrhn r .m cord h ++ FLOMA BOOMS OF LAIC) SURVEYORS In Doper e1017y Rol* MNHr.M.e Cad* prowl to Isdtan 47287, RAM slrww Mrs an no mornootinnio. a.OApr..mohwarr. opposing an to ;id r rWO enminorhr Behr M Y emir NELSON Replu_.d 3uveyv 4 Wows, No. 5604 561118d Plaids MOJARENA & ASSOCIATES, INC. Land Seeveyots & Mappers , s Certificate of Authiatr.stioi I No. 6898 • 12925 S.W. 132nd Avenue Miami. 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VOLao a4 rt. 11 11 7� t 1L OP Toow rmsv.•• 011t t 1 sr+a raewa•araar .a v s wr • 1 • . volt R.a PARCEL air INANIr IN THE CIRCUIT COURT OF THE ELEVENTH cIncUTT, IN A'!'. FOR fl DE COUNTY, FLORIDA CTvrL ACTION GENERAL JURISDICTION DIVISION 7'7-159'12 CASE NO. CITY OF MIAMI, FLORIDA, a Florida municipal Corporation, Plaintiff, VS. O. B. MILEY, TRUSTEE for Q. B. MILEY, II, under Testamentary Trust established in the Last Will and Testament of MARY R. MILEY, Deceased., Drendant . CONSENT FINAL JUDGMENT THIS CAUSE came before the court upon the Petition filed in this cause, the Answers of the Defendants, and the Settlement Stipulation between the parties filed in this cause; and the court being fully advised in the premises, it is CONSIDERED ORDERED and ADJUDGED that the taking of Parcel 1, as sought in this cause is for public use and purposes and the property sought to be taken is reasonably necessary for such public use and purposes, and it is further CONSIDERED ORDERED and ADJUDGED that the parties ¥ve duly and regularly entered into a Settlement Stipulation waiving the right of trial by jury on the issues of valuation and agreeing to the manner and amounts of full compensation which the court finds is reasonable and proper and within the contention of the parties, and it is further CONSIDERED ORDERED and ADJUDGED that full compensation for the taking of Parcel 1 shall be and is the sum of ONE MILLION TWO HUNDRED THIRTY-THREE THOUSAND FIVE HUNDRED and no/100tha ($1,233,500.00) DOLLARS as and for the fair market value of the fee ownership of said real estate; and the sum of SIXTY THOUSAND and no/100ths ($60,000.00) DOLLARS as and for ATTACHMENT B Page 11 of 14 Pages C C'T +,_ , ,.. . - - the services of JOHN C. MARTIN, Esq. and payment of said awns 'hall he made in the following manner to the following persons: Payment to O. B. MILEY, Trustee within ten (10) days of the date of judgment, the sum of $100,000,00 Payment to JOHN C. MARTIN, attorney within ten (10) days of the date of judgment, the sum of 30,000.00 Ppyment to 0. B. MILEY, Trustee 00 or before one (1) year after d to of judgment, the sum of 160,000.00 Payment to JOHN C. MARTIN, attorney on or before one (1) year after date of judgment, the sum of 30,000.00 Payment to 0. B. MILEY, Trustee on or before two (2) years after date of judgment, the sum of 152,000.00 Payment to 0. B. MILEY, Trustee on or before three (3) years after date of judgment, the sum of 145,000.00 Payment to O. B. MILEY, Trustee on or before four (4) years after date of judgment, the sum of 139,000.00 Payment to O. B. MILEY, Trustee on or before five (5) years after date of judgment, the sum of 131,000.00 Payment to O. B. MILEY, Trustee on or before six (6) years after date of judgment, the sum of 125,000.00 Payment to O. B. MILEY, Trustee on or before seven (7) years after date of judgment, the sum of 117,000.00 Payment to 0. B. MILEY, Trustee on or before eight (8) years after date of judgment, the sum of 112,500.00 Payment of 0. S. MILEY, Trustee on or before nine (9) years after date of judgment, the sum of 52,000.00 and it is further CONSIDERED ORDERED and ADJUDGED that payment of full compensation for the ownership interest of the Defendant, BAYSHORE PROPERTIES, INC. shall be the granting of that certain Attachment B Page 12 of 14 Pages. SSLL No. 130034016 -2- thirty (30) year lease agreement from the CITY OF MIAIMI, P1aintiff,to HAYSHORE PROPERTIES, INC., Defendant, entered into by said parties and heretofore filed in this cause as Exhibit "A" of the Settlement Stipulation; and it is further CONSIDERED ORDERED and ADJUDGED that the Settlement Stipulation entered into between the parties and filed in this cause is ratified and confirmed and adopted as the order of this court. Jurisdiction is hereby reserved for the enforcement of this Final Judgment and said Stipulation of Settlement providing that this Judgment shall constitute a lien on the property acquired until fully paid and any levy of execution of this Judgment shall first apply to the property herein acquired and any unsatisfied balance shall then be enforceable in the same manner as any judgment in eminent domain proceedings under the laws of Florida; and it is further CONSIDERED ORDERED and ADJUDGED that fee simple title in and to Parcel 1, legally described as follows: Lot 24 and the SW'LY 25 feet of Lot 23, Block 43, RHODES PLAT OF NEW BISCAYNE, according to the plat thereof, recorded in Plat Book "B" at Page 16, of the Public Records of Dade County, Florida, less, however, a strip of land 4 feet in width off the NW'LY side thereof heretofore dedicated to the City of Miami, as described in Clerk's File 67R-11237. A Parcel of submerged land in Biscayne Bay Sec. 22-54-41 described as Lying SE'LY of and abutting Lot 24 and SW'LY 1/2 of Lot 23 (less N'ly 4') of Block 43 of SAMUEL RHODES AMENDED MAP OF NEW BISCAYNE, PE B/16, more particularly described as follows: Begin at SW'LY corner of said Lot 23, said corner being in the mean high water line of Biscayne Bay; thence S 40°23'32" E along SE'ly extension of SW'ly line of Lot 24, a distance of 538.57' to a point in the Bulkhead Line established for this area shown on map in PB 74/3 (Sheet 5); thence N 21041'51" W along said Bulkhead Line a distance of 84.87 feet to the intersection with SE'ly 1/2 of Lot 23; thence N 400 23'32" W along said SE'ly extension a distance of 497.47 feet to the mean high water line boundary of said SE'ly 1/4 of Lot 23 and of said Lot 24, a distance of 75.00 feet, M/L to the POB, as described in Clerk's File 68R-115129. together with improvements thereon, any and all rights appurtenant thereto, and together with any and all riparian rights. Attachment B Page 13 of 14 Pages SSLL No. 130034016 -3- ehl..11 vest '_n tha retitinner upon payment 17f the ionic: provided above and possession thereof by the Petitioner shall be immediate upon such first payment. DONE and ORDERED in Chambers at Miami, Dade County, Florida, this day of" , 1977. EDWARD D. COWART Circuit Judge copies to: Michel E. Anderson, Assistant City Attorney, City of Miami, Florida John C. Martin, Eng., 110 East Fifth. Street, Tuscumihia, Ala. 35674 Brigham, Reynolds & Byrne, P.A., 2699 So. Bayshore Dr., Miami, F1. 33133 STATE OF FLO COUNTY OF DA I HEREBY CERTIFY Chet the foregoing is a true end carrel any of the orojrni on file In this (Alice t{,IE,S niy h;nd .n i (f icial Seel, Thi T7 . day of , �►_.A.D.13 R;i rru i and Attachment B Page 14 of 14 Pages SSLI. No. 130034016 Cleric 1 I l l s 1111111111111111111111111111 I I I 11111 CFN 2004R07131271 OR BK 225,. P9s 4690 - 4704; (15p,$) RECORDED DE/13/2904 15:0?:01 HARIEY RUVIN, CLERK OF COURT, MIAt1t-DADE COUNTY, FLORIDA EXHIBIT C BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT T OF THE STATE OF FLORIDA No. 19448-E r._ AMENDMENT TO WAIVER OF DEED RESTRICTIO WHEREAS, the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida (formerly known as the Trustees of the Internal Improvement Fund of the State of Florida) conveyed to the City of Miami, a municipal corporation of the State of Florida, certain submerged bay bottom land in Biscayne Bay, as more particularly described in Trustees of the Internal ,improvement Fund of the State of Florida Deed No. 19448, dated February 24, 1949, and recorded April It, 1949, in Deed Book 3130, Page 260, Public Records of Miami -Dade County, Florida; and WHEREAS, the above -described deed contains a restriction that requires that the lands described therein be used "solely for public purposes, including municipal purposes and not otherwise" ("Public Purpose Restriction"); and WHEREAS, the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida granted Waiver of Deed Restrictions No. 19448-D dated December 12, 1983, and recorded May 26, 2004, in Official Records Book 22337, Page 1498, Public Records of Miami - Dade County, Florida, a copy of which is attached hereto as Exhibit "A" and by this reference made a part hereof, as to 29,424 square feet, more or less, of submerged bay bottom land in Biscayne Bay which is more particularly described therein for the sole purpose of allowing the City of Miami to enter into a lease agreement with Bayshore Properties, Inc., which was amended and subsequently assigned to Grove Marina Market, Ltd., a Florida limited partnership, for the construction and operation of an expansion of existing docking facilities; and WHEREAS, it was recently discovered by the City of Miami that the legal description contained in Waiver of Deed Restrictions No. 19448-D does not include all of the submerged bay bottom land in Biscayne Bay currently being used and historically used by Grove Marina Market, Ltd.; and WHEREAS, the City of Miami wishes to lease the lands to Grove Marina Market, Ltd. for marina purposes, and in order to accomplish the same it is necessary to amend Waiver of Deed Restrictions No. 19448-D to accurately reflect the lands being used by Grove Marina Market, Ltd, a Florida limited partnership for the operation of existing docking facilities; and WHEREAS, the City of Miami adopted Resolution No. 03-857 on July 24, 2003, which requests that the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida waive the Public Purpose Restriction contained in Trustees of the Internal Improvement Fund of the State of Florida Deed No. 19448 for the hereinafter described 58,887 square feet, more or less, of submerged bay bottom land in Biscayne Bay for the soft purpose of allowing the City of Miami to enter into a lease of these lands with Grove Marina Market, Ltd., a Florida limited partnership, for the operation of existing docking facilities. NOW, THEREFORE, it is hereby covenanted and agreed: 1. That Waiver of Deed Restrictions No. 19448-D is hereby amended as follows: The Public Purpose Restriction contained in Trustees of the internal of the State of Florida Deed No. 19448, dated February 24, 1949, and recorded Deed Book 3130, Page 260, Public Records of Miami -Dade County, Florida, is by the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida as to art additional 58,887 square feet, more or less, of submerged bay bottom land in Biscayne Bay, which is more particularly described in Exhibit "B" attached hereto and by this reference made a part hereof, for the sole purpose of allowing the City of Miami to enter into a lease agreement with Grove Marina Market, Ltd., a Florida limited partnership, for the operation of existing docking facilities as depicted on survey prepared by Mojarena & Associates, Inc., dated May 12, 2004, Job No. 03-0046 attached hereto as Exhibit "C" and by this reference made a part hereof. 2. For and in consideration of this Amendment to Waiver of Deed Restrictions for the 58,887 square feet, more or less, of submerged bay bottom land in Biscayne Bay, which is more particularly described above, the City of Miami is responsible to pay an annual fee to the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida for the use of these lands. The annual fee for the first year shall be $5,388.16, which is computed at the rate of $0.0915 per square foot. The annual fee for each subsequent year shall be adjusted pursuant to provisions of Section 18-21.011, Florida Administrative Code. Any lapse of payment of the required fees by the City of Miami in excess of 30 days, will invalidate this Amendment to Waiver of Deed Restrictions and cause the waived Public Purpose Restriction to be reinstated as to the lands legally described in Section 1 above. Upon invalidation of this Amendment to Waiver of Deed Restrictions, all structures within the aforedescribed area not utilized in a manner consistent with the Public Purpose Restriction must be removed within 90 days of notification of invalidation by the Department of Environmental Protection, Division of State Lands. rciviient Fund ^) Tr�I, lei,.1949, ipl`! 3. Except as expressly modified hereby, in each and every respect the terms of the original Waiver of Deed Restrictions No. 19438-D shall remain unchanged and the same are hereby ratified, approved and confirmed by the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida and the City of Miami as of the date of this Amendment to Waiver of Deed Restrictions. IN TESTIMONY WHEREOF, the members of the BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OF FLORIDA have hereunto subscribed their names and have caused the official seal of said BOARD OF TRUS THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OF FLO.ta be r hereunto affixed in the City of Tallahassee, Florida, on this the L 0 day of = A.D , 20444, , k (SEAL) .31OA&Q OF TRUSTEES OF THE .,iNTER;!IAL.IMPROVEMENT . `rRUSF-k'UND OF THE STATE - OF FlA '. • . h 7 • � r ' • - . APPROV D AS TO FORM AND LEGALITY By: k• DEP Attorne, CHARLEE CRIST ATTORNEY GENERAL TOM GALLACiI CHIEF FINANCIAL OFFICER CHARLES H. BRONSON COMMISSIONER OF AGRICULTURE • As and Constituting the BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OF FLORIDA IN WITNESS WHEREOF, the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida has t sed this dment to Waiver of Deed Restrictions to be executed on i this /0 •day of A , 2004. Witnesses: Signature of Witness %4Ur T Ld G Pr'tedred N of Witness Signature of Witness Printed/Typed Name of Witness STATE OF FLORIDA COUNTY OF LEON BOARD OF TRUSTEE : THE INTERNAL IMPROV :! NY•TRUST i .) FUND;i./ By: Eva A st .ng, P creator, Division of S e ds, Department of Environmental Protection, as agent for and on behalf of the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida The foregoing instrument was acknowledged before me this /2"liday of , 2004, by Eva Armstrong, as Director, Division of State Lands, Department of Envircifunental Protection, as agent for and on behalf of the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida. She is personally known to me. SEAL 42,14_.4/ Signature of Notary Public, State of Florida Ara G Lockett er=t! Ep�S 4 Public bomoNunor rksK mamma. uc Commission Numb r: Commission Ex Aviv G. lockwl coon, COM a iwprmlM r9, ZOO warrior I,r t ACCEPTANCE Accepted by the City of Miami on the c day of 3._ % , 2004, (SEAL) City of Miami ATT riscilla A. Thompson City Clerk Approved As To Form And Correctness: Maria J. Chiaro Interim City Attorney STATE OF FLORIDA COUNTY OF MIAMI-DADE CITY OF MIAMI, a municipal corporation of the State of f lorida Joe Arriola, City Manag"'I The foregoing instrument was acknowledged before me this ;)i day of 5./1) , 2004, by Joe Arriola and Priscilla A. Thompson, as City Manager and City Clerk, respectively, of of the City of Miami, a municipal corporation of the State of Florida, on behalf of the City, They are personally known to me or produce as identification. Ofelia E. Perez Commissian NDD221319 Expires: Jul 26,2007 'yww?r MI Bonding Co., In This Instrument Prepared by: Scott Woolam Department of Environmental Protection 3900 Commonwealth Boulevard Tallahassee, Florida 32399-3000 Public, State of Printed/Typed/Stamped Name Commission No.: Commission Expires: .....111111111111111111111111111111111111 C-FN 2004RO40 1f34 DR Bk 22337 Pas 149E - 1.502; (51ts) RECORDED 05/26/2004 10203303 HARVEY RUVIH. CLERK OF COURT IiIAt1I-DADE COUNTY, FLORIDA CERTIFICATE The undersigned hereby certifies that she is the legal custodian of the records, surveys, plats, maps, field notes, patents and all other evidence touching the title and description of the public domain formerly filed in the Office of the United States Surveyor General, the United States Land Office at Gainesville, the State Land Office and the Office of the State of Florida Board of Trustees of the Internal Improvement Trust Fund; and acting pursuant to the authority vested i .•r hereby certifies that the following attached document fiu,ti. •■ e and correct copies of the records on file in the of Board of Trustees of the Internal Improvement Trust F e of Florida: being Hoard of Trustees of the Interne `' cv den Jirust Fund of the State of Florida Waiver of Deeduric i•• No. 19448-D dated December 12, 1983) IN WITNESS WHEREOF, I have hereunto set my hand, and have caused to be affixed hereto the Official Seal of the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida at its office in the City of Tallahassee on this the 5+ day of -711A.D. , 2004, (SEAL) State of Florida Board of Trustees of the Internal Improvement Trust Fund r vka Kathy H. Mikius Planning Manager f�J4 State of Florida Department of Environmental Protection EXHIBIT A NO. 19448-'D WAIVER OF DEED RESTRICTIONS WHEREAS, the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida convoyed to thn Ctty of Miami, a munici- pal corporation of the State of Florida, certain auhmerged hay bottom*, as more particulary described in Truxteee of the tnternal Trust Fund Deed No. 19448, dated February 24, 1949, recorded April ll, 1949, in Deed Book 3130 ■t Page 260 of the Public Records of Dade County, Tlorda, end WHEREAS, the above -described Deed contains n restriction that the lands described therein are "granted, bargained, sold and conveyed to the City of Miami, for municipal purposes only'; ■nd 17HEAEAS, the Commission of the City of Miami adopted Resolution No. 82-234 on the llth day of Werth, 1982, approving In principle a loess to Bay Shore Properties, Inc.. of 29,424 square feet, more or .ega, of submerged bay bottom land in ftiaceyne Boy lying beyond the existing bulkhead lint; and WHEREAS, the City Commission has accepted the waiver of deed restrictions, granted by the Trustees of the Internal Improvement Trust Fund at their meeting of June 21, 1981, for the purpoee of leasing the hereinafter described submerged hay bottom' to Bay Shore Properties, Inc. for the construction and operation of an expansion of existing docking facilities. NOW, THE'RE►ORE, it La hereby covenanted and agreed: That the use restriction for municipal purposes only" set forth in the Trustees of the Internal Improvement Trust Fund Deed No. 19448, dated February 24, 1949, recorded in Deed Book 3130 at page 260 of the Public Records of Deets: County, Florida, is hereby waived by the ?rueteea of th• Internal Trust Fund AM to the fallowing described lands, for the sole purpose of allowing the City of Miami, s municipal corporation of the State of Florida, to enter into a lease agreement with Bay Shore Properties, Inc. for rho purpose of permitting the construction of additional docking facilities on the following described lands to -wit: Beginning at the intersection of the Sl:'1y. extension of the SW'ly. line of Lot 24 Block 43 of the plot of New Biscayne And. as shown in Plat Book 8 et Page 16 of the Public Records of Dade County, Florida with the Dada County Bulkhead line as shown in Plat Rook 74, Page 3, Sheet 5 of the Public Records of Dada County, Florida; thence run N 21' 41' 51" along said Bulkhead Line, for a distance of 84.87', to its intersection with the SE'ly. Extension of the NE'ly. line of the Sll'ly. lt2 of Lot 23 Block 43 of the aforesaid Plat of New Biscayne Aad.; thence run S 40' 23' 32" B along the SP'ly. extension of said NE'ly. line of the SE'ly. 1/2. of Lot 23 for a distance of 283.72' to a paint; thence run S 49' 36' 28" W for a distance of 115.68' to a point; thence run N 40' 23' 32" W for a distance of 225' to a point on the Dade County Bulkhead Line; thence N 21' 41' 51" E along said Bulkhead Line for a distance of 44.66' to the Point of Beginning of the herein described tract of submerged land. Containing .0675 acres, or 29,424 square fuet, more or leas. The waiver of the use restriction "for municipal purposes only" granted shall continue in effect during the life of the lease frog the City of Mieri to Bay Shore Properties, Inc., but the waiver shall ter- ,einate and cease to be effective upon cancellet.Lon of termination of said lease. Provided, however, that this Waiver is executed subject to the following specific stipulation, and conditions as follow : rl for and Ln conotderatlon of this Waiver of rcetrictione, the lessee, Bay Shore Properties, Inc., is responsible, for the City of Miami, to pay an annual fee to the hoard of Trustees of the Internal improvement Trust fund for the uau of 29,424 square feat, more or leas. The annual fee of $1,324.08, computed at the rate of $0.045 per square foot, provided however, that the rate shell be automatically adjusted to a new rental fee upon adeption of a rule revising this rate and the revised rate shell be prospective for the remainder of the term of this waiver, and must be paid on or before the 2lst of June far every succeeding year the Waiver remains in effect. Any lapse of payment of the required fees by Bay Shore Properties, Inc. in excess of 30 days, will invalidate this Waiver and cause the waived restrictions to be reinatated. Upon invalidation of this Waiver, all structures within the aforedeacribed area pot utilized to a manner consistent with the restriction■ of Deed No. 19448 Rust be removed within ninety (90) days of notification of invalidation by the Department. Waiver of Deed Restriction Deed. 19448,D Page 2. That Say Shore Properties, Inc. shall obtain all requir consents and permits from all concerned municipal, County, State a Federal governmental agencies. 3. The City Commission shall retain the authority to cancel said lease agreement in the event any development would occur in the opera- tion by the lessee of the leased premises which 1s inimical to the general public interest. 4. That the City Coemiseion of the City of Miami shall retain the authority to cancel amid lease agreement in the event of a need for the leased lands for public purposes other than the municipal pur- poses found herein. 5. If said lease betuean the City of Miami and Bay Shore Properties, Inc. 1s cancelled or cones into the state of default, tills Waiver of deed restrictions is thereby cancelled, and the waived restrictions within Dead Wo. 19448 are reinstated. 6. There shall be no liveaboarda allowed 'within the subject area without the prior conaent of the Board end unless adequate sewage pumpout facilitiea, approved by the Department of Environmental Regulation are provided. 7. The City of Miami hereby convenent and agrees to investigate ail claims of every nature at Ito expatiate, and to indemnify, defend and hold and save haralesa the Board of Trustees of the Internal Improvement Trust Fund and/or the State of Florida from all claims, actions, lawsuits and demands arising out of this Weaver. B. No failure, or aucceesive failures, on the part of the Board to enforce any provision, nor any waiver or successive waivers on its part of any provision herein, shall operate as a discharge thereof or render the same inoperative or impair the right of tho Board to enforce the same upon any renewal thereof or in the event of sub - Sequent breach or breaches. Waiver of Deed Restriction Deed No. 19448-D Pate 3 .pFr rrr\ «JJ! 1"4.1 LOU1 Li PAGE IN WITNESS WHEREOF, the Trustees of the internal Improvement Trust Fund of the Stet. of Florida have hereunto subscribed their names and hive caused the official teal of snld Trustees co he hereunto affixed. in the City of Tallahassee, Florida, on this the _!.2. _day of_LYl/sd..rC L_, A. D. 191S. ea. (SEAL) Trustees of the Internal Improvement Trust Fund AttOI,ney General ■p[ra11er Treasurer Gamut stoner of EduclFio' Co> i. caner of TAgriculture As and Constituting the Trustees of the Internal Improvement Trust Fund of the State of Florida Accepted by the City of Miami, on behalf of Say Shore Properties, Inc. In the`City of Miami, Fiorids an the !- day of �-- , A. D. 19, . - (SEAL) City of Masi .1.1TY CLERK Waiver of Deed Restriction Deed No. 194411-D Page ; City Manager City of Miami Al'FYiVE3fJSTO ttM AND CORRECTNESS:: /,j �JLs2+ AaouNs. ose R. Garcia -Pedrosa City Attorney 1'4L.W .k lr'.,•:.1 I Y PARCEL AZ A psrr of Submerged lend In Biscerne Bay being in Section 22, Township 54 South, Range 41 East, MIAMt-DADE County, Florida, being more pardoulany described as topows: Commence at the Northerly corner d Lot 20. Block 43, -RHODES AMENDED PLAT OF NEW BiSCAYNE-, ea:rating to the Plat tome es roxrded Re gook 13, at Page 18, af the Public Recorde of MIA1,4i-DADE County. Aced*; thence South 402312' East along the Northerly free dead Lct 20 and it* Scutheeskiny arciangadon tiered for 691.48 feet, more or Os*, to a point of Intersectian with the Dade County bulkhead Ins (U.S. Herber Line) ea recorded In Pat Book 74, Pugs 3 (Sheet 5). of te Pt blic Rocorda oe kgAmi-DADE County, Florida: thence continue South 40*23'42" at edam the said Southeasterly pmkagallort cR the Northeasterly Are a( lot 20 for 270.0 feet trance Soh 49•3372* Went for 41.09 feet. more or leas la the Point al Beginning af the herein described submerged parcel og land; gloom scum 39.25.15. Emt. 93.15 feat thence South 503445' Wed, 92_00 feet thence North 3925'15" West 88.51 feet thence North 49-33213' East, F02015 feat la the Point a gegtnelog. Containing 0.19* Acre*. PARCEL 82 A parcel 01 sUbmsrgeti Ind In Biscayne Bey being in Section 22, Township 54 South, Range 41 East MIAMI-DADE County, Florida, mare particularly described se fclawi .:ommendng et the Intsesecdon of the Boutheesherly extension the Soutimsterly line of Lot 24, Block 43, of the Plat al 'NEW BISCAYNE AMENDED'. ea show in Rat Book -Er. it Pegs 16, al the Public Pere of MIAMFDADE County, Fkaida, with the Dade County bulkhead Ens as shown In Piet Book 74, at Page 3 (Sheet 15). of the Public Records of MLAMI-DADE County, Fiorklac thence run S 21'41)51" W on said bulkhead erre far *distance of 44.88 feat to the Paint at Beginning af the herein described psi of submerged Fend thence S 40r2312` E. 225.00 lest therm N 49`36`iff E, 92.14 feet thence S 4023-32" E. 83.39feret thence S 49-381rW, 120.25 feat. thence N 402312" W, 273.50 feet to a point an the Aimed MIAMI-DADE County buldieed Ina; theme N 21'41'51 E an said bulkhead Ins, 31.81 feet lo this Paint of Beginning. Containing 0.315* Arm. EXHIBIT B SHEET 2 OF 3 SURVEYORS SEAL Unimo4 boon to *solos ird Arne nest mg 44/ la Pori& &owe 000rro- End mg," tio reopiropart for inkorrotorol primes orlot ord Is rol — REVISED: BOUNDARY SURVEY I tome cam no ro swam sow so moo mar ery resgsfebill ail main to soirmi Sotried slisloods is mit *SPA $Q' urecr susargres owes etef74 Anida hintilmalbas QM*. perm* Is ir24137, Aeolis Wass. Trio NG In elauldrawils siimairds *ppm."' an its polar robs olionsoi ~Nom th2547L—P4ELSt !Walnut Sumrscr & tapper No. 5504 ' Moo d Flo4d4 MOJARENA & ASSOCIATES, INC. Land Surneym & Mappers r Certificate of Autorboden Na. 9898 • 12928 &W. 132nd Avenue M. Fladde 33186 Ts) 276-2494 FLOOD ZONE VE DATE: [SCALE: 05-12-04 j Wet to Scale_ SASE: 18 'DWN.. BY BD. JOB NO. 03-0048 , PARCEL 2 A parcel of submerged land being more particularly described as follows: (Commence at the Northerly corner of Lot 20, Block 43, of "SAMUEL RHODES PLAT OF NEW BISCAYNE', according to the plat thereof recorded In Plat Book "B" at Page 18, of the Public Records of MIAMI-DADE County, Florida; thence South 40'2312" East along the Northerly line of said Lot 20 and its Southeasterly prolongation thereof for 891.46 feet, more or less, to a point of intersection with the Dade County bulkhead line (U.S. Harbor Line) as recorded in Plat Book 74, Page 3 (Sheet 5), of the Public Records of MIAM I-DADE County, Florida, said point being the point of beginning of the following described parcel of submerged land; thence roue South 40'23'42" East along the said Sout eesterly prolongation of the Northeasterly line o1 Lot 20 for 270.0 feet thence South 49'33'29' West for 168.94 feet, more or leas to the point of intersection with the Southeasterly prolongation of the Southwesterly line of the Northeasterly 'A of said Lot 23, Block 43; thence North 40-23'42' West along the Southeasterly prolongation of the Southwesterly line of the Northeasterly 'A of said Lot 23 for 183.78 feet, more or less, to a point of intersection with the said Dade County bulkhead line; thence North 21'41'51' East along said Dade County bul#deead Ilne (U.S. Harbor Line) for 184.53 feet,, more or kris; thence North 49'33'29" East along said Dade County bulkhead line for 3.87 feet, more or Tess, to the Point of Beginning. Less and Except the following parcel of submerged lands A parcel of submerged lard adjacent to Section 22, Township 54 South, Lange 41 East, Miami -Dade County. Florida being more particularly described as follows: Commence at the Northerly corner of Lot 20, Block 43, o1 SAMUEL RHODES PLAT OF NEW BISCAYNE, according to the Plat thereof, recorded in Plat Book'3" at Page 16 of the Public Records of Miami -Dade County, Florida; thence South 40'23'4T East along the Northerly line of said Lot 20 and Its Southeasterly prolongation thereof for 691.46 feet. more Or less, to the point of intersection with the Dade County Bulkhead Line (U.S. Harbor Line) es recorded to Plat Book 74, Page 3 (Sheet 5) of the Public Records of Miami -Dade County, Florida, thence continue South 40'23'42' East alixtg said Southeasterly prolongation of the Northeasterly line of said Lot 20 for 127.00 feet, more or less, to the point of Intersection Lion with a line, being the Northerly prolongation of the Southeast face of an 8 foot wide concrete dock thence South 50'42'00' West for 1.10 feet, more or less, to the Northeast corner of said dock and the Point of Beginning for the following described parcel of submerged land; thence South 50'4700" West along said Southeast face of the dock for 8.00 feet, more or less, to the South comer of the dodo; thence North 40'23'42' West, along the Southwest face of said dock, for 124.11 feet, more or less, to the point of intersection with said Dade County Bulkhead Line (U.S. Harbor Line); thence North 21'41'51" East along said Dade County Bulkhead Line (U.S. Harbor Line) for 5.80 feet~ thence North 49'33'29' East along said Dade County Bul dread Line (U.S. Harbor Line) for 2.67 feat, more ar less, to the Northeast face of said dodo thence South 40'23'42' East, along said Northeast face of the dodgy far 128.98 feet, more ar less, to the Point of Beginning. Said described parcel contains 1008.0 square feet, more or less. CERTIFIED TO: Thirteen Tins Two, LLC; Garcia & Baloyra; Attorneys' Titre insurance Fund, Inc. PREPARED FOR: Thirteen Times Two, LLC, 2550 S. Bayshore Drive, Miami, FL 33133 SURVEYOR'S SEAL Urdu& It baler tr aapaaeara and !r original raised aafM of a Rc rkre waned a aasvyR}nd reppr. SS enspha¢7i ea tar imam edonal surmise ally and le net rand REVISED: SHEET3OF3 BOUNDARY SURVEY a IIEREM CERTIFY; The ohs ritusrd mows, re.. nrda Wait "7Ils rr" tar chew aril isinlosillaly maim h weiran rdaear mourns al wit kola Oita, PLORDA WARD OF L. SURVEYORS s cm*, nal74. Parade A1/4t06141ifre Cara. prrrts Eassion 472- Z1. Raids sours. M.e es eo evoOeaae+a, mierap . .a.nrenra sppea,p a • Filar ratio aMerine afro Hon r NELSON Reciw.d Samosa, a *vow tea :set DATE MOJARENA & ASSOCIATES, INC j!r rs &Lend Surveyors Mappers -1. Certificate of Authorffiarian Na. 6'98 a 12925 S.W. 132nd Avenue Miami, Ronda 33186 (305) 27e-2494 FLOOD ZONE: VE IBASE 1e DWN. 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Y•••w B.•rid• •.•w••••••••.••wr .••.rrw=w•••rFr.•••'••e.••mIg.1.a.•L•••r•••••••• •••q Mrr,r.�•I•�.rYLWyrFFl�r•••# •.1+•�+irr••ir•a•••w•r•1Yt SS S rYi+••ra•I•..+r.VO••Krrr•••►••R4•w•.••. r•rww•}riru/r•rwr.•vrevar•4M••r.Ww•••r�•e•a r •.... rtiireytuyL•rr Y•.r••�rrrw•rry#r Yrwr•in Imo t•M• M.r1.••r•rri.4e�•+ire.�•..•r•i•.gl•�lr•••••••.4rwu•••••I�•••••••••••* f+#.>•• ••�•sir•�aY•.••a•rFY•�••1•�•.�are�.�1••��-•�•.•LL•�•Y•.•Mvtru•re.wYr•Mr• !•w-/.� r•�••••w• •••.•f00.rp0..•IrL••4M••\•w0•71•11.Walla. r r.weriL•eY�w•.a i•1/•ra••Ce•.••� .tin•Ili•.r•••r••K•r•rw/••M.r.•Vu•.MMI41�••y..••w•i•i•M•kWr VYFr••�w••r••r/.\Mt•�•Y•i•Ai�W VrY lac ..•a••r••..a•.•f••r••..•r••••••w•..•••••5••. e•••.••r•x••••!r•rr••• ••••N••.••••••••4•rl•nr!••'••M•WO.1 rr�•I•••.•��rwruurr•a•R+..•r.••••...r.••.•.••••••Mn••••aih••••010 •w+•wPM•••••••N..•r4 r •ram �raw•.l✓+ es an•r••y •n ••ir ••N•r�ir•r Yfrri•1•••l�rf#rr••n•r�r•w•.•i.•..rfrr•� ur..e ir•Mr•a•rwri a�...�rr•rr.•.. W W i•Y••a•a++.•••r•••r••Wr•rr_ws•rerrlr•rrrr 1+rr•••.�r••i• rwM+a W �•.W• ..ar•r.•.n•r•••••.ape/••....e•eyr .••••••.e• r.l4•.rut•••L••r•r.•s. r• 717.•••• i�•••.•i .•..•rh••. .31 • �•• • • w ~ •wr.wr�es�• t •1WR •.t•r. .�•• •ram• • •Y e'•. •rl•• I•• ••••••�rw• .�••- r .r.•.•rw i• .r.•r.r••�•..• w r - a.•, f.r•+. wir ..i "•...^..•• _ ` - `s• moo.. Ohm errLigoornimmummit• •. PARCEL A2 A parcel of submerged land in Biscayne Bay being in Section 22, Township 54 South. Range 41 East. MIAMI-DADE County, Florida, being more pardculadty described as follows: Commence at the Northerly comer of Lot 20, Black 43,'RHODES AMENDED PLAT OF NEW BkSCAYNE', a000rdtng to the Plat thereof as recorded In Piet Book B, at Page 1 El, of the Public Records of MIAMI DADE County. Florida; »mince South 40'2342' East along the Northerly line of said Lot 20 and its Southeasterly prolongation bn thereof for 891.48 feet. more or lass. to a point of intersection with the Dade County bulkhead line (U.S. Harbor Lane) as recorded in Plat Book 74, Page 3 (Sheet 5), of the Public Records of MIAMI-DADE County. Florida; thence continue South 40'234T East along the said Southeasterly prolongation of the Northeasterly line of Lot 20 for 270.0 feet thence South 49'33'29' West for 41.09 feet, more or less to the Point of Beginning of the herein described submerged parcel of land: thence South 39'2515' East. 90.15 feet thence y �_ • West, 92.00 feet thence North 39'25'1S' West 88.51 feet thence North 49'33'28' East. 92.015 feet to the Point of Beginning. Containing 0.19t Acres. PARCI B2 `-`\ parcel of . bind in y being in Section 22, Township 54 South, Range 41 East, MIAMI-DADE County, Fkide, more particularly described as follows: Conendng at . Lh N anpt c f extension of the Southwesterly fine of Lot 24. Block 43, of the Plat of 'NEW BISCAYNE AMENDED". as shown in Plat Book'B', at Page ` : • the' .. of MIAMI-OADE County, Florida, with the Dade County bulkhead lino as shown in Plat Book 74, at Page 3 (Sheet 5). of the Public Records of ' -• • idm lc thence run S 21'41'51' W along said bulkhead line for a distance of 44.86 feet the Point of Beginning at the herein described peens! of . . thence S 40'2312' E, 225.00 feet thence N 49'36'18' E. 92.14 feet thence S 40'23'32" E. 63.39 feet thence S 49'3818' W. 120.25 feet; thence N 40'23'32' W. 273.50 feet to a point on the aforsald MIAMI-DADE County buldhead line; thence N 21'41'51 E on said butidlead fine, 31.81 feet to the Point of Beginning. Containing 0.315t Acres. PARCEL C2 A pawl of submerged land In Biscayne Bay in Section 22, Township 54 South, Range 41 East, MLAMI-DADE County, Florida, lying Southeasterly of Lot 24, Block 43. of "SAMUEL RHODES PLAT OF NEW BISCAYNE', as recorded In Plat Book'B', Page 16. of the Public Records of MIAMI-DADE County, Florida, being more particularly described as follows: Begin at the Southwesterly caner of said Lot 24. said comer being in the mean high water fire of Biscayne Bay; thence S 40'2332' E along the Southeasterly rod en.lon of the Sauthwea*nr$y Ana of saki Lot 24, for 538.57 feet b a point in the MIAMI-DADE County bulldteed the established for this area as shown on map to Ptet,600k 74, Page 3 (Sheet 5), of the Public Recrds of MIAMi-DADE County. Florida; thence S 21'41'51* W along said bulkhead line, 67.75 feet tea point on to Southeasterly me earten ion of the Soumeweeterty Right -of -Way lime of Aviation Avenue; then N 40'23'3T W, along said Southeasterly extension tine of said Southwesterly Rightof-Way Ike; 88.93 feet thence N 49'3618' E, 25.96 fret; thence N 40"2312" W. 483.24 feet thence S 57'28'54' W, 2823 feet to a point on the aforementioned Southeasterly extenedorn of the Southwesterly Right -of -Way line of Aviation Avenue; thence N 40'23'32' W on the aforementioned extension of the aforesaid Right -of -Way line, 2524 feet to the twos of an existing concrete bulkhead; thence N 57'26 544 E along the face of en orating concrete bulkhead for a distance of 80.57 feet to the Point of Beginning. Containing 0.49x Acres SHEET 2 OF 3 SURVEYOR'S SEAL Unicee Seam the signature and I rfipFht Mead are of a Fbnda Yreersed surveyor end mapper, *is eateepse kv k4onnbu>rl puVoses only end a rd wdd. REVISED: i BOUNDARY SURVEY f HEREBY CERTIFY: Thee w. atxayad sway wee rhada wet* my napwegla g and aMtAsMarr runniln Inn wrong. IaHnlar coarser e a r rme kw fa FLOPMA SCAM of ilab SURVEYOR* h Cryrr•r t1O11J, Rhea* hatinirret Cede, Roam b a.eam 472107. Phew Strom than ore re anstressirda, eihremps, erarreri• waasMrpm eha plat or high emeramiiii seer ohs as sheer NEL.SOC1 dARENA Recesersd 3r+w ya' i Mapper Nor 5504 State or Florida MOJARENA & ASSOCIATES, INC. •r Land Surveyors dr Mappers t'l l w Cert6cate of AutharixaSon No. 6698 1j w 12925 S.W. 132nd Averxue irk Miami, Florida 33186 (305) 278-2494 FLO00 TONE: VE rbATE 05-12-04 SCALE: Not to Scats BASE: 18 DWN. BY B.D. JDB NO. 03-0048 PARCEL 2 A parcel of submerged land being more particularly described as follows: (Commence at the Northerly comer of Lot 20, Block 43, of "SAMUEL RHODES PLAT OF NEW BISCAYNE', according to the Plat thereof recorded in Plat Book'B at Page 16. of the Public Records Of MIAMI-DADS County. Florida; thence South 4023'42' East along the Northerly line of said Lot 20 and its Southeasterty proIongatton thereof for 691.46 feet, more or Tess, to a point of Intersection with the Dade County bulkhead line (U.S. Harbor Une) as recorded in Plat Book 74, Page 3 (Sheet 5). of the Public Records of MIAMI-DADECounty, Florida, said point being the point of beginning of the following described parcel of submerged land; thence continue South 40'23'42' East along the saki Southeasterty prc3tongatlon of the Northeasterly line of Lot 20 for 270.0 feet; thence South 49'3329' West for 166.94 feet, more or less to the point of Intersection with the Southeasterly prolongation of the Southwesterly One of the Northeasterly 14 of said Lot 23, Block 43; thence North 40'23'42' West along the Southeasterly prolongation of the Southwesterty fine of the Northeasterly 54 of said Lot 23 for 183.76 feel, more or leas, to a point of intersection with the said Dade County bulkhead line; thence North 21'41'51' East along said Dade County bulkhead line (U.S. Harbor line) for 184.53 feet. more or less; thence North 49'33'29' East along said Dade County bulkhead line for 3.87 feet, more or less, to the Point of Beginning. Leas and Except the following parcel of submerged lands A parcel of submerged land adjacent to Section 22, Township 54 South. Range 41 East, Miami -Dade County, Florida being more particutarty described as follows: Commence at the Northerly comer of Loot 20, Block 43, of SAMUEL RHODES PLAT OF NEW BISCAAYNE, according to the Plat thereof. recorded in Plat Book ra' at Page 16 of the Public Records of Miarrnl-Dade County. Florida; thence South 40'23'42' East along the Northerly line of said Lot 20 and its Southeasterly prolongation thereof for 691.48 feet, more or less. to the point of intersection with the Dade County Bulkhead Line (U.S. Harbor Line) as recorded in Plat Book 74, Page 3 (Sheet 5) of the Public Records of Mtaml-Dade County, Florida, thence continue South 40'23'42" East along said Southeasterty prolongation of the Northeasterly fine of said Lot 20 for 127.00 feet. more or leas, to the point of Intersection with a line, being the Northerly prolongation of the Southeast face of an 8 foot wide concrete dock thence South 50`42'0O West for 1.10 feat, more or less, to the Northeast corner of said dock and the Point of Beginning for the following described parcel of submerged land; therm South 50'42'00' West along said Southeast face of the dock for 8.00 feet, more or less, to the South corner of the dock thence North 40'23'42' West, along the Southwest face of said dock. for 124.11 feet, more or less, to the point of intersection with said Dade County Bulkhead Line (U.S. Harbor Line); thence North 21'41'51' East along said Dade County Bulkhead Line (U.S. Harbor Line) for 5.80 feet; thence North 49'3329" East along said Dade County Bulkhead Line (U.S. Harbor Une) for 2.87 feet, more or less, to the Northeast face of said dock; thence South 40r23'47 East, along said Northeast face of the dock, for 126.98 feet, more or less, to the Point of Beginning. Sald described parcel contains 1008.0 square feet; more or less. CERTIFIED TO: Thirteen Times Two, LLC; Garda & Baloyra: Attorneys' Titia Insurance Fund, Inc. PREPARED FOR: Thirteen Times Two, LLC. 2550 S. Bayshore Drive, Miami, FL 33133 . TATE or FLORIDA, Cr uNI? OF DAM � \. REBYCE'111'r4{: t''<' r--.ur_nr of i'P r� r_ t47.j ",{ �•▪ t26 ▪ t1 ;rrroyRdsir:.c •, "i SHEET 3 OF 3 SURVEYOR'S SEAL. Unless s It Won 7r echoer* and C» griping ROW sail of a Florida Iearuad sun ear c e feepper. lJa I up'P t norinkernaticessl purposes or y and Is not wad. REVISED: BOUNDARY SURVEY HMS! CERTIFY: TAO ea stradre ..vas .s mods weir mwymepoebla elew rna enbirellely errs the me men beebel soreene as en roil, by a.. F1.o 0A K1AM OF thee SURVEYORS fa Chap* 61417i, Florida Adeneyin re coda. puremtb Selor mole. Fulda saes.. Twos us nr anwsdlewaw weep& neserlrrlw loofa on For a- Ante ..rm..0 any eelis NELSON lessistased Surveyor & Mapper No. 5504 Sows d Florida MOJARENA & ASSOCIATES, INC. Land Surveyors & Mappers ate of Auihort2atlon No_ ism • 12925 S.W.132nd Avenue FAWN, , Florida 33186 (305) 270-2494 FLOOD ZONE: 'VE BASE: 19 DATE: ~DWN. BY -309 NO. 05-12-04 I Not to Scats 03-0048 BD. F)CIIJ LT C- 1. Q BISCAYNE ,-----_,. ; --•\ '-'-'-- 0 (------\--, c----7 \k \ • .\\t ; 1 --;.--.7:2-_!-• \‘\,__ ,•-.7:)-,w-IF""."--- ` \ 4% ,--, 1 %I \ • 1. er:e.,.. f NOE IlEy• et we. I_.—•---------" i k ''riziata c'.UP(—).13i MESTAWSAKT PAPXDC \ __,,^" i r) HAVANJ CLIPPER RESTAURANT YANNIBICI LArrovj EXHIBIT D ci) -cP C?) lar) ,1.2 13 C.1-4\ (16\' -f • Is-r - It-ses.s• I Is•i '_ Tf�` ! 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[.1 II.KM •I.P 1 a..• fi•Pfli THIRD AMENDMENT TO LEASE AGREEMENT BETWEEN THE CITY OF MIAMI AND BAYSHORE LANDING, LLC This Third Amendment to Lease Agreement (this "Amendment") is entered into this day of „Jw _` , 2004, by and between the City of Miami, a municipal corporation of the State of Florida (the "City"), and Bayshore Landing, LLC (assignee of Grove Marina Market, Ltd., the "Company") for the purpose of amending that certain Lease Agreement between the City and the Company dated September 20, 1985, as amended by: (1) that certain Memorandum of Understanding dated August 30, 1991, (2) that certain Memorandum of Understanding dated September 10, 1993, (3) that certain Amendment to Lease Agreement dated November 14, 2001, and (4) that certain Second Amendment to Lease Agreement dated August 20, 2004 (the Lease Agreement dated September 20, 1985, the Memorandum of Understanding dated August 30, 1991, the Memorandum of Understanding dated September 10, 1993, the Amendment to Lease Agreement dated November 14, 2001, and the Second Amendment to Lease Agreement dated August 20, 2004 are hereinafter collectively referred to as the "Lease Agreement"). WHEREAS, pursuant to the Lease Agreement, the City leased to Bayshore Properties, Inc. certain property located at approximately 2550 South Bayshore Drive, Miami, Florida (the "Property" ), conunencing September 30, 1985 and expiring on May 31, 2035; and WHEREAS, pursuant to an Assignment of Lease dated March 16, 1986, Bayshore Properties, Inc. assigned its rights to the Lease Agreement to Grove Marina Market, Ltd., which on August 20, 2004 further assigned its rights in and to the Lease Agreement to Bayshore Landing LLC; and WHEREAS, the aforesaid assignments were consented to by the City by virtue of certain Consents to Assignment dated March 13, 1986 and August 20, 2004; and WHEREAS, the City and the Company have agreed to amend the Lease Agreement to add certain provisions to protect the Leasehold Mortgagee; NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and in consideration of other valuable consideration, the parties covenant and agree as follows: 174t831269121 # 686822 v 4 i. Incorporation of Recitals: The recitals and findings set forth above are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Amendment, 2. Amendment Effective Date: The effective date of this Amendment shall be the date upon which it is executed by the City Manager and attested to by the City Clerk (the "Amendment Effective Date"). 3. A new Section 30.3 is hereby added to the Lease Agreement to read as follows: The City agrees that in the event of termination of this Lease Agreement in any proceeding in bankruptcy involving the Company, the City will enter into a new lease of the Property with Leasehold Mortgagee for the remainder of the Term hereof, effective as of the date of such termination and with the same covenants, at the rent and upon the terms, provisions, covenants and agreements as herein contained except for any which have been satisfied by or on behalf of the Company prior to termination, provided the actions of the Leasehold Mortgagee have not adversely affected the interests of the City under this Lease Agreement or otherwise resulted in the termination of this Lease Agreement, and, also provided: (i) Leasehold Mortgagee shall make written request upon the City for such new lease within sixty (60) days after the City Manager has given Leasehold Mortgagee written notice of such termination. (ii) Said written request shall be accompanied by payment of all past due rents and other charges owing to the City hereunder of which Leasehold Mortgagee shall have been given written notice in accordance with Section 30.2, and, thereafter such monetary obligations shall be maintained current through the time of the execution and delivery of said new lease. Notwithstanding the foregoing: (a) the City agrees that, as a condition to the new lease, Leasehold Mortgagee shall be obligated to pay all amounts due under this Lease Agreement, except for such amounts that the City may have accelerated in connection with the termination of this Lease Agreement and (b) if, for any reason, the City is unable to provide the Leasehold Mortgagee with an accurate written notice of all past due rents and other charges due to the City hereunder before the Leasehold Mortgagee makes a written request upon the City for such new lease, the Leasehold Mortgagee shall nevertheless continue to be obligated to pay all past due rents and other charges owing to the City hereunder to the extent not paid at the time that the Leasehold Mortgagee requests the new lease, and will pay same to the City within fifteen (15) days after the City provides the Leasehold Mortgagee with written notice of the same, which written notice must be provided by the City to the Leasehold Mortgagee not more than sixty (60) days after the execution of the new lease. (iii) The Leasehold Mortgagee, as lessee under such new lease, shall automatically have the same obligations, rights, title and interest in and to the Property and the 2 174 183120912� it G 6822 v 4 leasehold improvements as the Company had under the terminated Lease Agreement. (iv) The City's execution and delivery of such new lease shall be made without representation or warranty of any kind or nature whatsoever, either express or implied, including without limitation, any representation or warranty regarding title to the Property or any leasehold improvements or the priority of such new lease (except for representations or warranties regarding title with respect to actions taken by the City during the period commencing on the date of termination of this Lease Agreement and existing on the date of execution of such new lease). (v) The City's delivery of any leasehold improvements to Leasehold Mortgagee pursuant to such new lease shall be made without representation or warranty of any kind or nature whatsoever, either express or implied; and Leasehold Mortgagee shall take the leasehold improvements "as -is" in their then current condition. (vi) Upon execution and delivery of s uch n cw 1 ease, L easehold M ortgagee s hall b e responsible for taking such action as may be necessary to remove the Company from the Project. The City agrees to cooperate with Leasehold Mortgagee in connection with the foregoing. (vii) The City's obligation to execute such new lease of the Property with the Leasehold Mortgagee shall be conditioned upon Leasehold Mortgagee having remedied and cured all monetary defaults hereunder and having remedied or having commenced and diligently prosecuting the cure of all non -monetary defaults of the Company susceptible to cure by any party other than by the Company. The Leasehold Mortgagee shall pay all expenses, including reasonable attorneys' fees of outside counsel, if any, incident to the preparation, execution and delivery of such new lease. The City shall have the right to off -set any rents collected by the City under subleases of the Property or the leasehold improvements during the interval following termination of this Lease Agreement and prior to the execution of the new lease against Leasehold Mortgagee's obligations hereunder, provided that the Leasehold Mortgagee receives credit therefor against any amount(s) due hereunder or in connection with the new lease. (viii) Within six (6) months of the date that it takes possession of the Property, the Leasehold Mortgagee shall employ an Acceptable Operator, subject to the approval of the City Manager, which approval shall not be unreasonably withheld, conditioned or delayed, for the continued operation of the Property and leasehold improvements, under the terms, conditions, provisions, covenants and agreements of this Lease. 3 \74183120912115 6R6R22 v 4 The intent of this provision is to place the Leasehold Mortgagee, in the event of a termination of this Lease Agreement under this Section 30.3, in the same position as if it had acquired the Company's Leasehold Estate pursuant to a foreclosure action. So long as a Leasehold Mortgage is in existence, unless the holder of such Leasehold Mortgage consents in writing thereto, fee title to the Property and the Company's interest in this Lease Agreement shall not merge, notwithstanding the acquisition of fee title to the Property and the Leasehold Estate by the City or the Company. 4. No Implied Modifications: Except as specifically provided herein, all of the terrns and provision of the Lease Agreement shall remain in effect. IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to the Lease Agreement on the day and year first above written. A I"1'EST: By: yth : Pri a A. Thompson, City Clerk Approved As To Form And Correctness: Jorge i '""'fez, ity Attorne; Approved As To Insurance ' • rements: l APPROVED r►Zi v Dania Carrillo, Risk Manager 4 City ' i iami, a the S ate of Flor unicipal corpo a Arriola, City Manager 1741831209121 # 686822 v 4 Often o .. Signature C � jkrffcP PaNarr t1Aa Signa re DA NevtitouotoAt Print Name Bayshore Landing, LLC, a Florida limited liability company By: By: 174183120912\ # 686822 v 4 5 12/10/2004 15;27 3056735995 Sent By: h1Aa/COURTLANO; gaCvivad: 1$11O/84 1t©1Pui • 1211a/2094 14;97 3056735995 RCI INC 30h 856 7342; Dec -10•04 aooara699e •fi KM41VVVHtI. v: RCII INC CERT1FtcArE OF 1 (fl( HAYS1-1OR1 LAN The undcrsignctl. compri5iug till of the d TANPINU, I.'LC. a Florida limited liability cutrpan. of the Company that any one tli' the undersigned manager of_ in the name end on behalf ttl'the Comp rurtiti' confirm that the Con)pttny has atmthurized thI Agreement. in the iortn attached hereto i s F_°xhil managers of the C ontpa ny are authorized to excvui pursuant to the tetnis thereof. CVMI3ENCY 2 :1 erti; rimer 4 PAGE 02 Page 2/3 PAGE 02 dy nppointed Mauager.S Of $AYS}.ORI; (the "Cut!tutf",). hereby ccrtif; arl behalf e authorized to act in such unpecity as a y 03 ti,e date hereof. The undersigned execution of the Third Amendment dment Lease it "A" ("Amendment') and that any two the Amendment- and hind the Company IN WITNESS WI fl RP:OF. we have execute this Certificate its the Company as of the 1 54' day of Noverber. 2f104. '7aIl351.01.'1z. &Y1vt MatutgCns <tn) r athmein ago,. aurice Wiener. Manager it rert W. Chr'tstuph. !r , Manager hcrl W et' behalf n1 FOURTH AMENDMENT TO LEASE AGREEMENT BETWEEN THE CITY OF MIAMI ANI) BAYSHORE LANDING, LLC This Fourth Amendment to Lease Agreement (this "Amendment") is entered into effective as of the 1)4 day of February, 2015, by and between the City of Miami, a municipal corporation of the State of Florida (the "City"), and Bayshore Landing LLC (assignee of Grove Marina Market, Ltd., which was assignee of Bayshore Properties, Inc., the "Company") for the purpose of amending that certain Lease Agreement between the City and the Company (authorized by City Commission Resolution No. 85-717, adopted July 18, 1985, with related ballot language approved by referendum of the voters on August 13, 1985) dated September 20, 1985, as assigned by Bayshore Properties, Inc. to Grove Marine Market, Ltd. on March 16, 1986, with Acceptance of Assignment of Lease dated March 14, 1986 and Consent dated as of March 16, 1986, all as amended by; (1) that certain Memorandum of Understanding dated August 30, 1991 (the "1991 Memorandum"), (2) that certain Memorandum of Understanding dated September 10, 1993, (3) that certain Amendment to Lease Agreement dated November 14, 2001, (4) that certain Second Amendment to Lease Agreement dated August 20, 2004, and (5) that certain Third Amendment to Lease Agreement dated December 24, 2004, copies of which are attached hereto as Composite Attachment 1 (the Lease Agreement dated September 20, 1985, the Assignment of Lease dated March 16, 1986, the Acceptance of Assignment dated March 14, 1986, the Consent dated March 13, 1986, the Memorandum of Understanding dated August 30, 1991, the Memorandum of Understanding dated September 10, 1993, the Amendment to Lease Agreement elated November 14, 2001, the Second Amendment to Lease Agreement dated August 20, 2004, and the Third Amendment to Lease Agreement dated December 27, 2004 are hereinafter collectively referred to as the "Agreement", "Lease Agreement" or "Lease"). WHEREAS, pursuant to the Lease Agreement, the City leased to Bayshore Properties, Inc. certain property located at approximately 2550 South Bayshore Drive, MIAMI.4509568.1 76565/43914 1 Miami, Florida (the "Property" or "Leased Premises"), commencing September 30, 1985 and expiring on May 31, 2035; and WHEREAS, pursuant to an Assignment of Lease dated March 16, 1986, Bayshore Properties, Inc., assigned to the Grove Marina Market, Ltd. its rights and obligations under the Lease Agreement with an Acceptance of Assignment of Lease dated March 14, 1986, and said assignment was consented to by the City by virtue of that certain Consent to Assignment dated as of March 16, 1986; and WHEREAS, the Property comprises upland and submerged land, a portion of which lies within an area deeded to the City by the Board of Trustees of the Internal Improvement Fund of the State of Florida (the "Trustees") pursuant to Deed No.19448; and WHEREAS, Deed No. 19448 contains a restriction that the lands described therein are granted, bargained, conveyed and sold to the City of Miami, solely for public purposes, including municipal purposes; and WHEREAS, the Trustees approved a Waiver of Deed Restrictions on June 21, 198i; and WHEREAS, in 2004 it was discovered that the legal description of the Property contained in the Lease Agreement did not accurately describe the submerged lands currently and historically used by the Company; and WHEREAS, in connection with that discovery it was determined that: (i) a portion of such submerged land used by the Company is owned by the City pursuant to Deed No. 19448 from the Trustees, and, therefore, subject to the restrictions thereof and (ii) certain boats that dock along the first pier of the Property encroach onto State of Florida submerged lands not owned by the City of Miami but owned by the State of Florida; and WHEREAS, it was therefore necessary to obtain: (i) an Amendment to the Waiver of Deed Restrictions to expand the scope of the waiver to include such submerged land and the docks that lie within the area deeded by the Trustees, and (ii) a sovereignty submerged lands lease agreement for that area of encroachment; and WHEREAS, the City Commission adopted Resolution 03-857 al its July 24, 2003 meeting, authorizing: (1) the City Manager to execute a submerged lands lease with M IAM 145 09568.1 76565143914 2 the State of Florida for the submerged lands currently utilized by the Company for dockage purposes; (2) acceptance of an amended waiver of deed restrictions to accurately reflect the area being utilized by the Company; and (3) the City Manager to execute an Amendment to the Lease Agreement to accurately describe the lands being leased to t1•:e Company; and WHEREAS, on August 20, 2004, Grove Marina Market, Ltd assigned its rights to Bayshore Landing, LLC, the City provided its Consent to Assignment, and the Company and the City entered into the Second Amendment to Lease Agreement ("Second Amendment"), which incorporated a new Exhibit A-1 to the Lease Agreement to accurately reflect the legal descriptions of the upland and submerged land leased to the Company, an acknowledgement by the Company of the imposition of rental payments clue to the State for the use of the submerged Iands owned by the State and the Waiver oC Deed Restrictions, a clarification of certain other terms and conditions of the Lease Agreement and other terms and conditions as set forth therein; and WIIEREAS, on December 27, 2004, the City and the Company entered into a Third Amendment to Lease Agreement to amend the Lease Agreement and add certain provisions to protect the Company's Leasehold Mortgagee; and WHEREAS,. on November 14, 2011, as permitted by Section 31 of the Second Amendment, the City provided its Estoppel and Consent Certificate regarding internal transfers of interests by the Company; and WIIEREAS, on March , 2013, as permitted by Section 31 of the Second Amendment regarding further internal transfers of interests by the Company, the Christoph Family Trust became the sole indirect owner of the Company so that HMG Bayshore LLC no longer had an ownership interest in of the Company, and the Company accordingly amended its related Sublease for the Downstairs Restaurant with Bayshore Rawbar, LLC; and WIIEREAS, on January 22, 2015, the City Commission authorized the City Manager to execute a Lease Renewal with the Trustees for the submerged lands associated with the Property ("State Submerged Lands Lease Renewal"), indicating that the City Manager has been previously authorized to enter into a related sublease modification with the Company for the State Submerged Lands Lease Renewal; and MIAMI 4509568, l 76565143914 3 WHEREAS, Capital Bank, N.A., as the Company's current Leasehold Mortgagee, as of February 2015 has reviewed the State Submerged Lands Lease Renewal (attached and incorporated as Exhibit B) and has consented to this Fourth Amendment (with said Consent attached as Exhibit B-2), under the terms and conditions set forth by the parties below; and WHEREAS, the Company's authorized representatives to execute this Amendment are set forth in Exhibit C, attached hereto and made a part hereof; NOW, 'THEREFORE, in consideration of the mutual covenants hereinafter set forth and in consideration of other valuable consideration, the parties covenant and agree as follows: I. Incorporation of Recitals: The recitals and findings set forth above are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Amendment. 2. Amendment Effective Date: The effective date of this Amendment shall be the date upon which it is executed by the City Manager and attested to by the City Clerk (the "Amendment Effective Date"). 3. The Lease Agreement is hereby amended as follows: A. Exhibit A: Exhibit A of the Lease Agreement is hereby deleted in its entirety and replaced with Composite Exhibit A-2, attached hereto and made a part hereof. Any and all references to Exhibit A shall hereinafter be deemed to refer to Composite Exhibit A-2. Exhibit B of the Lease Agreement is hereby deleted in its entirety and replaced with Exhibit B-1, attached hereto and made a part hereof. Any and references to Exhibit B shall hereinafter be deemed to refer to Exhibit B-1, attached hereto and made a part hereof. B. Section IA is hereby amended and restated as follows: 1A. Acknowledgment of State Conditions: The City has received the following from the Board of Trustees of the Internal improvement Trust Fund of the State of Florida (the "Trustees"): N41ANE1 4509568.1 76565/439Z4 4 (a) the 10-year State Submerged Lands Lease Renewal, renewal date effective as of July 1, 2014, attached hereto and made a part hereof as Exhibit B-1, for the property identified as Parcel C2, on Composite Exhibit A-2 attached hereto and made a part hereof (the "State Lease Property"), containing 21,344 square feet, more or less, to operate an existing 34 slip docking facility for the mooring of commercial and recreational vessels in conjunction with the upland commercial marina and restaurant; and (b) a Waiver of Deed Restrictions and Amendment to Waiver of Deed Restrictions (collectively, the "Waiver") attached hereto and made a part hereof as Exhibit C, for the property identified as Parcels 2, A2, 5 and B2, as more particularly described in Composite Exhibit A-2 attached hereto and made a part hereof (the "Waiver Property"), containing 88,311 square feet, more or less, of deeded submerged lands associated with the use of the upland commercial marina. The Company has been provided copies of the State Submerged Lands Lease Renewal and the continuing Waiver (collectively the "State Agreements") and agrees to comply with all of the terms and conditions of the State Agreements in all material respects. The Company acknowledges that Section 10 Assignment of Lease Renewal of the State Submerged Lands Lease Renewal as of the Effective Date of this Amendment (a) only permits the City to grant a sublease to the State Lease Property to 13ayshore Landing, LLC or their leasehold mortgagee, and (b) that any sublease to any other entity shall require prior written approval of the State of Florida (the "State"). The Company acknowledges that Section 19 Renewal Provisions of the State Submerged Lands Lease Renewal allows for its renewal at the sole option of the State. The Company and the City agree to use commercially reasonable good faith efforts to obtain such State renewal. Such renewal shall be subject to the terms, conditions and MIAMI 4509563.1 76565/439 k1 5 provisions of management standards and applicable laws, rules and regulations if effect at that time. In the event that the City and any approved sublessee are in full compliance with the terms of the State Submerged Lands Lease Renewal, the State will begin the renewal process. The term of any renewal granted by the State shall commence on the last day of the previous lease term. in the event the State does not grant a renewal, the City and any approved sublessee shall vacate the leased premises and remove all structures and equipment occupying and erected thereon at their respective expenses, as applicable, The obligation to remove all structures authorized by the State Submerged Lands Lease Renewal shall constitute an affirmative covenant upon the City's, and any approved sublessee's, respective interests in the riparian upland property more particularly described in Attachment 13 to the State Submerged Lands Lease Renewal, which shall run with the titles to the Lessee's and any approved sublessee's respective interests in said riparian upland property and shall be binding upon the Lessee, any approved sublessee, and their respective approved successors in title or successors in interests. In the event the State Submerged Lands Lease Renewal is not renewed or expires prior to the expiration of this Agreement or further sublessees are not approved by the State: (1) the Company shall cease to operate the slip docking facility and any wet slips that encroach onto the State Lease Property, and (2) this Agreement shall terminate as to the State Lease Property. C. Section 1B is hereby amended and restated as follows: 1 B, Payments to the State: Notwithstanding anything contained in the State Agreements to the contrary, the Company and the City and any other approved sublessee shall pay their respective shares of the payments due to the State during the term of the, State Agreements and any extensions thereof, as follows: MIAMI 4509568.1 16565/439 i 4 (a) State Submerged Lands Lease Renewal: (a) Section 2, Lease Fees: Commencing as of July 1, 2014, the City shall pay to the State for the State Lease Property annual rent in an amount not to exceed $2,000.00, increased annually based upon increases pursuant to Rule 18-21.011, Florida Administrative Code. The initial annual base r.nt for the period from July I, 2014 through June 30, 2015 is $2,487.18 plus sales tax pursuant to Section 212.031, Florida Statutes, if applicable. The amount of the annual lease fee for the remaining years of the State Submerged Lands Lease Renewal shall be adjusted pursuant to provisions of Rule 18-21,011, Florida Administrative Code; and (b) Section 3, Wet Slip Rental Certification/Supplemental Payment; (A) The City, the Company, and any other approved sublessee, as applicable, shall provide upon the request of the State any and all information in a certified form needed to calculate the lease fee specified in paragraph (a) above, including the income, as defined in subsection 18-21.003(31), Florida Administrative Code, derived directly or indirectly form the use of sovereignty submerged lands on an annual basis. When six percent (6%) of said annual income exceeds the base fee or minimum annual fee established pursuant to Rule 18-21.011, Florida Administrative Code, for any lease/sublease year during the term of the State Submerged Lands Lease Renewal, the State shall send to the City and the City shall send to the Company or any other approved sublessee, as applicable, a supplemental invoice for the difference in the amounts for that lease/sublease year, (B) The instrument or agreement used by the City, the Company, and any other approved sublessee to transfer or assign the right to use a wet slip at the docking facility to a third party shall include a provision that clearly notifies the wet slip renter/user/holder that if the wet slip renter/user/holder subsequently transfers his/her right to use said wet slip to another parry, the instrument or agreement used to transfer said wet slip shall contain a provision that requires six percent (6%) of the annual gross income derived from said instrument or agreement for the use of MIAMI 4509568.1 76565/43914 7 said wet slip be paid to the City, who upon receipt, shall report and transmit said amount to the State. The Company and any other approved sublessee, as applicable, may elect to transmit such amount directly to the State, with copies of such transmittal information to the City. The instrument or agreement used by the City, the Company, or any other approved sublessee, as applicable, to transfer a wet slip shall also include a provision that clearly notifies the wet slip renter/user/hotder that no interest in said wet slip may be further transferred unless a substantially similar provision to the one contained in the preceding sentence is placed in each succeeding instrument or agreement used to transfer said wet slip to each new wet slip renter/user/holder. (C) The City, the Company, or any other approved sublessee, as applicable, shall submit to the State, with a copy to the City, each instrument or agreement used by the City, the Company, or any other approved sublessee, as applicable, to transfer or assign the right to use a wet slip at the docking facility to a third party annually at the same time the City, the Company, or any other approved sublessee, as applicable, submits the required Annual Wet Slip Revenue Report to the State, with a copy to the City, as applicable. Thirty (30) days prior to the due date, the Company or any other approved sublessee, as applicable, shall pay to the City for remittance to the State, or the Company or any other approved sublessee, as applicable, may elect to pay to the State directly, any and all rental fees as provided for in the State Submerged Lands Lease Renewal in excess of $2,000 as increased annually based upon increases pursuant to the Florida Administrative Code. (ii) Waiver en Parcels 2 and Al The City shall pay to the State for Parcels 2 and A2 annual fees that shall in the aggregate not exceed $27,000, as increased annually based upon increases in the CPI. The initial annual base fee for the period from October 1, 2004 through June 30, 2005 shall be $3,103.20; thereafter, the annual base fee shall M!AM1 4509565.1 76565/439 [4 8 be calculated each year for the period from July Ise through June 30th of the following year. Thirty (30) days prior to the due date, the Company shall pay to the City for remittance to the State any and all other amounts due pursuant to the Waiver which are in excess of $27,000, as increased annually based upon increases in the CP1 as provided above. (iii) Waiver on Parcels 5 and I32: Thirty (30) days prior to the due date, the Company shall pay to the City for remittance to the State one hundred percent (100%) of any and all fees due to the State pursuant to the Waiver on Parcels 5 and B2. (iv) The City shall remit payments due to the State during the terra of the State Agreements and any extensions thereof within seven (7) days after the City shall have received all fees due from the Company for the State Lease Property and the Waiver Property. In the event the City does not timely remit such payments as provided above, the Company may make such payments to the State, and any portion thereof that the City is obligated to pay as aforesaid may be deducted by the Company from the next rental paymnent(s) due from the Company to the City. D. Section 2 of the Agreement is hereby amended as follows: Section 2. Term: The term of this Agreement shall commence on the 30th day of September, 1985 and shall end on the 31 st day of May, 2035. Notwithstanding any other provision of this Agreement, the term of this Agreement with regard to the State Lease Property shall expire on the earlier of: (1) the expiration or earlier termination of the State Submerged Lands Lease Renewal (or any further renewal or extension thereof), or (2) May 31, 2035. 4. No Implied Modifications: Except as specifically provided herein, all of the terms and provision of the Agreement shall remain in effect. MIAMI 4509568.1 76565/43914 9 IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment to the Lease Agreement on the day and year first above written. ATTEST: ` ~a By: Todd B. CIarinan, City Cleric Daniel J. Alfonso, ty 'ana;er City of Miami, a municipal corporation of the State of Florida Appred As • Form i Correctness: •toria Mendez, at ttarn Appro'v'Eci a. o It nsura e, fife its: nne-IV rie S . arpe, Risk Iv. naa dent Dir ctor 'v1I AM1 4509568.1 76565/43914 10 %MtSSLS: Bayshore Landing, LLC, a Florida limited liability company W;t.n At ,c P t Name 1 Signature Print Name By: Name: .v74,�' Title: /r�.��,� Composite Attachment I — Collective Historic Lease Agreements Composite Exhibit A-2, including Exhibit B, B-i, and B-2 — Collective State Submerged Lands Lease Renewal and Waiver Exhibit C - Corporate Authorization MIAMI 4509568,1 76565/43914 1 1 EXHIBIT A--, LEGAL DESCRIPTION OF TEE PROPERTY PARCEL I: LOTS 20, 21 AND 22 AND THE NORTHEASTERLY HALF OF LOT 23, BLOCK 43, OF "SAMUEL RHODES PLAT OF NEW BISCAYNE', ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK "B" AT PAGE 16, OF TI-IE PUBLIC RECORDS OF MLAMI-DADS COUNTY, FLORIDA; LESS THE NORTHWESTERLY 4 FEET THEREOF, AS RIGHT-OF-WAY DEDICATED TO TIC CITY OF MIAMI. PARCEL 2: A PARCEL OF SUBMERGED LAND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: (COiYCiu,.ENCE AT TIE NORTHERLY CORNER OF LOT 20, BLOCK 43, OF "SAMUEL RI-1ODES PLAT OF NEW BISCAYNE", ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK "B" AT PAGE 16, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, THENCE SOUTH 40 DEGREES 23 MINUTES 32 SECONDS EAST ALONG THE NORTHERLY LINE OF SAID LOT 20 AND ITS SOUTHEASTERLY PROLONGATION THEREOF FOR 691.46 FEET, MORE OR LESS, TO A POINT OF INTERSECTION WITI-I THE MIAMI-DADE COUNTY BULKHEAD LINE (U.S, HARBOR LINE) AS RECORDED IN PLAT BOOK 74, AT PAGE 3 (SHEET 5), OF TI-IE PUBLIC:RECORDS OF NIIAMI-DADE COUNTY, FLORIDA, SAID POINT BEING TTIE POINT OF BEGINNING OF TI-E, FOLLOWING DESCRIBED PARCEL OF SUBMERGED LAND; THENCE CONTINUE SOUTH 40 DEGREES 23 MINU I'ES 32 SECONDS EAST ALONG TIC SAID SOUTHEASTERLY PROLONGATION OF THE NORTHEASTERLY LINE OF LOT 20 FOR 270.0 FEET; THENCE SOUTH 49 DEGREES 33 MINUTES 29 'SECONDS WEST FOR 166,94 FEET, MORE OR LESS TO THE POINT OF INTERSECTION WITH THE . SOUTHEASTERLY PROLONGATION OF THE SOUTHWESTERLY LINE OF THE NORTHEASTERLY 1/2 OF SAID LOT 23, BLOCK. 43; THENCE NORTH 40 DEGREES 23 MINUTES 32 SECONDS WEST ALONG THE SOUTHEASTERLY PROLONGATION OF THE SOUTHWESTERLY LINE OF THE NORTHEASTERLY 1/2 OF SAID LOT 23 FOR 183.76 FEET, MORE OR LESS, TO A POINT OF INTERSECTION WITH THE SAID MIAMI-DADE COUNTY BULKHEAD LINT: THFNCI? NORTH 21 DEGREES 41 MINUTES 51 SECONDS EAST ALONG SAID MIAMI-DADE COUNTY BULKHEAD LINE (U.S. I-IARBOR LINE) FOR 184:53 FEET, MORE OR LESS; THENCE NORTH 49 DEGREES 33 MINUTES 29 SECONDS EAST ALONG SAID MIAMI-DADE COUNTY BULKHEAD LINE FOR 3.87 FEET, MORE OR LESS, TO THE POINT OF BEGINNING, • PARCEL 3: LOT 24 AND THE SOUTHWESTERLY HALF OF LOT 23, BLOCK 43, OF "SAMUEL RI-IODES PLAT OF NEW BISCAYNE", ACCORDING TO TI-IE PLAT THEREOF RECORDED IN PLAT BOOK "B", AT PAGE 16, OF THE PUBLIC RECORDS ON MIAMI-D.ADE COUNTY, FLORIDA; LESS THE NORTHWESTERLY 4 FEET THEREOF, AS RIGHT-OF-WAY DEDICATED TO THE CITY OF MIAMI, PARCEL 4: A PARCEL OF SUBMERGED LAND IN BISCAYNE BAY IN SECTION 22, TOWNSHIP 54 SOUTH, RANGE 41 EAST, MIAM1-DADE COUNTY, FLORIDA, LYING SOUTHEASTERLY OF AND ABUTTING LOT 24 AND THE SOUTHWESTERLY ONE-HALF OF LOT 23 (LESS THE NORTHERLY 4 FEET THEREOF) OF BLOCK. 43 OF "SAMUEL RHODES AMENDED MAP OF NEW BISCAYNE", AS RECORDED IN PLAT BOOK "B", PAGE 16, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: - BEG 1N AT THE SOUTHWESTERLY CORNER OF SAID LOT 24, SAID CORNER BEING IN THE MEAN HIGH WATERLINE OF BISCAYNE BAY; THENCE SOUTH 40 DEGREES 23 MINUTES 32 SECONDS EAST ALONG THE SOUTHEASTERLY EXTENSION OF THE SOUTHWESTERLY 'LNE OF SAID LOT 24, A DISTANCE or 53,3.57,FEET TO A POINT IN TEE BULKHEAD LINE ESTABLISHED FOR :THIS AREA AS SHOWN ON MAP IN PLAT I300K 74, PAGE 3 (SHEET 5), OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE NORTH 21 DEGREES 41 MINUTES 51 SECONDS EAST ALONG SAID BULKHEAD LINE A DISTANCE OF 84.87 FEET TO THE INTERSECTION WITH THE SOUTHEASTERLY EXTENSION OF NORTHEASTERLY LINE OF THE SAID SOUTI-IWESTLRLY ONE-HALF OF LOT 23; THENCE NORTH 40 DEGREES 23 MINUTES 32 SECONDS WEST ALONG SAID SOUTHEASTERLY EXTENSION A DISTANCE OF 497.47 FEET TO THE MEAN HIGH WATER LINE OF BISCAYNE BAY; THENCE SOUTHWESTERLY ALONG SAID MEAN I-EGH WATER LINE .BOUNDARY OF SAID SOUTHWES rERLY ONE-HALF OF LOT 23 AND OF SAID LOT 24, A DISTANCE OF 75.00 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. • PARCEL 5: A PARCEL OF SUBMERGED LAND MORE PARTICULARLY DESCRIBED AS FOLLOWS; BEGINNING AT THE INTERSECTION OF THE SOUTHEASTERLY EXTENSION OF THE SOUTHWESTERLY LINE OF LOT 24, BLOCK ,43, OF THE PLAT OF "NEW BISCAYNE AMENDED', AS SHOWN IN PLAT BOOK "B", AT PAGE 16, ,OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA WITH TIIE IAMI-DADE COUNTY BULKHEAD LINE AS SHOWN IN PLAT BOOK 74, AT PAGE 3, (SHEET 5), OF THE PUBLIC RECORDS OF MIAMI- Iv€IAMI-DADE COUNTY, FLORIDA; THENCE RUN NORTH 21 DEGREES 41 MTN[ITES 51 SECONDS EAST ALONG SAID BULKHEAD LINE FOR A DISTANCE OF 84;87 FEET, TO ITS INTERSECTION WITH THE SOUTHEASTERLY EXTENSION OF TIB NORTHEASTERLY LINE OF THE SOUTHWESTERLY 1/2 OF LOT 23, BLOCK 43 OF THE AFORESAID PLAT OF "NEW BISCAYNE AMENDED"; THENCE RUN SOUTH 40 DEGREES 23 MINUTES 32 SECONDS FAST ALONG THE SOUTHEASTERLY EXTENSION OF SAID NORTHEASTERLY LINE OF THE SOUTHEASTERLY 1/2 OF LOT 23 FOR A DISTANCE OF 283,73 FEET (285,72 FEET CALCULATED) TO A POINT; THENCE RUN SOUTH 49 DEGREES 36 MINUTES 28 SECONDS WEST FOR A DISTANCE OF 115.68 FEET (114,64 FEET CALCULATED) TO A POINT; THENCE RUN NORTH 40 DEGREES 23 MINUTE'S 32 SECONDS WEST FOR A DISTANCE OF 225.0 FEET TO A POINT ON TEE MIAMT-DADE COUNTY BULKHEAD LINE; TI1ENCE NORTH 21 DEGREES 41 MINUTES 51 SECONDS EAST ALONG SAID BULI HEAD LINE FOR A DISTANCE OF 44.86 FEET TO THE POINT OF BEGINNING OF THE }REIN DESCRIBED TRACT OF SUBMERGED LAND. (SEE DEED 19448, RECORDED IN DEED BOOK 3130, PAGE 260). PARCEL 6: A PARCEL OF SUBMERGED LAND IN BISCAYNE BAY IN SECTION 22, TOWNSH[P 54 SOUTH, RANGE 41 EAST, MIAM1-DARE COUNTY, FLORIDA, LYING SOUTHEASTERLY OF LOTS 20, 21, 22 AND THE NORTHEASTERLY HALF OF LOT 23, BLOCK 43, "RHODES NEW BISCAYNE AMENDED", ACCORDING TO TIME PLAT THEREOF RECORDED IN PLAT BOOK "E", AT PAGE 16, OF TIED PUBLIC RECORDS OF MIAMI-DADEE COUNTY, FLORIDA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHWEST CORNER OF THE SE 1/4 OF SECTION 15, TOWNSHIP 54 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA; THENCE NORTH 87 DEGREES 30 MINUTES 21 SECONDS EAST, ALONG THE SOUTH LINE OF THE SE 1/4 OF SAID SECTION 15, FOR A DISTANCE OF 34.46 FEET TO A POINT ON THE MONUMENT LINE OF KIRK STREET, AS ESTABLISHED BY THE. CITY OF MIAMI, FLORFDA; THENCE SOUTH 38 DEGREES 09 MmUTES 56 SECONDS EAST, ALONG THE SAID MONUMENT LINE OF KIRK STREET, FOR A DISTANCE OF 128.73 FEET TO A POINT ON THE MONUMENT LINE OF SOUTH BAYSHORE DRIVE, AS ESTABLISHED BY TIE CITY OF MIAMI, FLORIDA; THENCE SOUTH 51 DEGREES 56 MINUTES 43 SECONDS WEST, ALONG THE SAID MONUMENT LINE OF SOUTH BAYSHORE DIRI-VE, FOR A DISTANCE OF 1,528.96 FEET TO THE INTERSECTION THEREOF WITH THE PROLONGATION NORTHWESTERLY OF THE NORTHEASTERLY LINE OF LOT 20, BLOCK 43 OF "RHODES NEW BISCAYNE AMENDED", PLAT BOOK "B", AT PAGE 16, OF TI-FE. PUBLIC RECORDS OF MLkMI-DADE COUNTY, FLORIDA; THENCE, SOUTH 40 DEGREES 23 MINUTES 32 SECONDS EAST, ALONG • THE PROLONGATION NORTHWESTERLY OF THE NORTHEASTERLY LINE OF THE SAID LOT 20 AND ALONG THE NORTHEASTERLY LINE OF THE SAID LOT 20 FOR A DISTANCE OF 724,46 FEET TO THE INTERSECTION THEREOF WITH THE MIAMI-DADE COUNTY BULKHEAD LINE, AS ESTABLISHED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADS- COUNTY, FLORIDA (POINT OF BEGINNING); THENCE SOUTH 49 DEGREES 33 MINUTES 29 SECONDS WEST, ALONG THE SAID MIAMI-DADE COUNTY BULKHEAD LINE FOR A DISTANCE OF 3.97 FEET; THENCE SOUTI-I 21 DEGREES 41 MINUTES 51 SECONDS WEST, ALONG THE SAID MIAMI-DADE COUNTY BULKHEAD LINE, FOR A DISTANCE OF 184.49 FEET TO THE INTERSECTION WITH THE PROLONGATION SOUTHEASTERLY OF THE SOUTHWESTERLY LINE OF TIIE NORTHEASTERLY HALF OF LOT 23 OF SAID BLOCK 43; THENCE NORTH 40 DEGREES 28 MINUTES 32 SECONDS WEST, ALONG THE PROLONGATION SOUTHEASTERLY OF THE SOUTHWESTERLY LINE OF TEENORTHEASTERLY HALF OF TI-IB SAID LOT 23 FOR A DISTANCE OF 497,6 FEET, ,MORE OR LESS, TO TEE FACE OF AN EXISTING' CONCRETE BULKI1AD; THENCE NORTHEASTERLY ALONG THE FACE OF ,AN EXIS ONG CONCRETE BULKHEAD LINE, FOR A DISTANCE OF I0 FEET MORE OR LESS; THENCE SOUTHEASTERLY, ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 82 FEET, MORE OR LESS; THENCE NORTHEASTERLY ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 53,9 FEET, MORE OR LESS; THENCE SOUTHEASTERLY ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 74.3 FEET, MORE OR LESS; THENCE NORTHEASTERLY ALONG TI{E FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 12 FEET, MORE OR LESS; TI•ITNCE NORTHWESTERLY, ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 52 FEET, MORE OR LESS; THENCE NORTHEASTERLY, ALONG THE FACE OF AN EXISTING BULKHEAD, FOR A DISTANCE OF 17 FEET, MORE OR LESS; THENCE SOUTHEASTERLY, ALONG THE FACE OF AN EXISTING BULKHEAD, FOR A DISTANCE OF 156,75 FEET, MORE OR LESS; THENCE NORTHEASTERLY, ALONG THE FACE OF AN EXISTING BULKHEAD, FOR A DISTANCE OF 31 FEET, MORE OR LESS, THENCE NORTHWESTERLY, ALONG THE FACE OF AN EXISTING BULKHEAD, FOR A DISTANCE OF 19 FEET, MORE OR LESS; THENCE NORTHEASTERLY FOR A DISTANCE OF 33 3 FEET, MORE OR LESS, TO A POINT IN THE PROLONGATION SOUTHEASTERLY OF TIM NORTHEASTERLY LINE OF THE SAID LOT 20; THENCE SOUTH 40 DEGREES 23 MINUTES 32 SECONDS EAST, ALONG THE PROLONGATION SOUTIASTERLY ON THE NORTHEASTERLY LINE OF THE SAID LOT 20 FOR A DISTANCE OF 164,4 FEET, MORE OR LESS, TO THE POINT OF BEGINNING, PARCEL 7: A PARCEL OF SOVEREIGNTY LAND, NOW FILLED, LYING IN BISCAYNE BAY IN SECTION 22, TOWNSHIP 54 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA, BEING MORE PAR"I'ICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHWEST CORNER OF THE SE 1/4 OF SECTION 15, TOWNSHIP 54 SOUTH, RANGE 41 EAST, MIAMI-DARE COUNTY, FLORIDA; THENCE NORTH 87 DEGREES 30 MINTUTES 21 SECONDS EAST, ALONG THE SOUTH LINE OF THE SE 1/4 OF TIIE SAID SECTION 15, FOR A DISTANCE OF 34.46 FEET TO A POINT ON THE MONUMENT LINE OF KIRK STREET, AS ESTABLISHED BY THE CITY OF MIAMI, FLORIDA; THENCE SOUTH 38 DEGREES 09 MINUTES 56 SECONDS EAST, ALONG THE SAID MONUMENT LINE OF KIRK STREET, FOR A DISTANCE' OF 128.73 FEET TO A POINT ON TI-IE MONUMENT LINE OF SOUTH I3AYSHORE DRIVE, AS ESTABLISHED BY THE CITY OF MIAMI, FLORIDA; THENCE SOUTH 51 DEGREES 56 MINUTES 48 SECONDS WEST, ALONG THE SAID MONUMENT LINE OF SOUTH BAYS-HORI3 DRIVE, FOR A DISTANCE OF 1,528.96 FEET TO THE INTERSECTION THEREOF WITH THE PROLONGATION NORTHWESTERLY OF THE NORTHEASTERLY LINE OF LOT 20,,BLOCK 43 OF "RHODES NEW BISCAYNE AMENDED", PLAT BOOK "B", AT PAGE 16, OF THE PUBLIC RECORDS OF MLAMI-DADE COUNTY, FLORIDA; THENCE SOUTH 40 DEGREES 23 MINUTES 32 SECONDS EAST, ALONG THE PROLONGATION NORTHWESTERLY OF THE NORTHEASTERLY LINE OF TEB SAID LOT 20 AND ALONG THE NORTHEASTERLY LINE OF THE SAID'LOT 20 FOR A DISTANCE OF 323 FEET MORE OR LESS TO A POINT ON THE ORIGINAL HIGH TIDE LINE OF BISCAYNE BAY AS SAID HIGH TIDE LINE IS SHOWN ON THE SAID PLAT OF RHODES NEW BISCAYNE AMENDED; (POINT OF BEGINNING) THENCE CONTINUE SOUTH 40 DEGREES 23 MINUIbS 32 SECONDS EAST ALONG TIIE PROLONGATION SOUTHEASTERLY OF TIM NORTHEASTERLY LINE OF THE SAID LOT 20; FOR A DISTANCE OF 237 FEET, MORE OR LESS, TO THE EXISTING HIGH TIDE LINE OF BISCAYNE BAY; THENCE SOUTHWESTERLY, MEANDERING THE HIGH TIDE LTh1E OF BISCAYNE. BAY FOR A DISTANCE OF 33 FEET, MORE OR LESS, TO A. POINT ON THE FACE OF AN EXISTING BULKHEAD; THENCE SOUTHEASTERLY ALONG THE -FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 19 FEET, MORE OR LESS; THENCE SOUTHWESTERLY ALONG TIM FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 31 FEET, MORE OR LESS; THENCE NORTHWESTERLY, ALONG TIC FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 156.75 FEET, MORE OR LESS; THENCE SOUTHWESTERLY ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 17 FEET, MORE OR LESS; TI-1ENCE SOUTHEASTERLY ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 52 FEET, MORE OR LESS; THENCE SOUTHWESTERLY ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 12 FEET, MORE OR LESS; THENCE NORTHWESTERLY ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE. OF 74.3 FEET, MORE OR LESS; THENCE SOUTHWESTERLY ALONG TI-IB FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 53.9 FEET, MORE OR LESS; THENCE NORTHWESTERLY ALONG THE FACE OF AN EXISTING BULKI-IEAD FOR A DISTANCE OF 82 FRET MORE OR LESS TO A POINT ON THE ORIGINAL HIOE TIDE LINE OF BISCAYNE BAY AS SHOWN ON THE SAID • PLAT OF "NEW BISCAYNE AMENDED"; THENCE NORTHEASTERLY MEANDERING THE SAID ORIGINAL HIGH TIDE LINE OF BISCAYNE BAY FOR A DISTANCE 4 OF 157 FEET, MORE OR LESS TO THE POINT OF BEGINNING. AND ALL LANDS ALSO DESCRIBED IN WARRANTY DIED DATED APRIL 17, 1968 AND FILED IN OFFICIAL RECORDS BOOK 5913, PAGES 253 AND 254 OF THE PUBLIC RECORDS OF DADE COUNTY, FLORIDA. TILE AFORESAID PARCELS ARE TO USED AS AN EASEMENT FOR INGRESS EGRESS FOR THE FOLLOWING PARCELS OF SUBMERGED LAND: PARCEL A2; A PARCEL OF SUBMERGED LAND IN BISCAYNE BAY BEING IN SECTION 22, TOWNSHIP 54 SOUTH, RANGE 41 EAST, M1AMI-DADS COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE: AT THE NORTHERLY CORNER OF LOT 20, BLOCK 43 ,"RHODES AMENDED PLAT OF NEW BISCAYNE", ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK B, AT PAGE 16, OF TEE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE SOUTH 40'23'32" EAST ALONG THE NORTHERLY LINE OF SAI.0 LOT 20 AND ITS SOUTHEASTERLY PROLONGATION THEREOF FOR 691.46 FEET, MORE OR LESS, 'TO A POINT OF INTERSECTION WITH THE MIAMI-DADE COUNTY BULKHEAD LINE (U.S. HARBOR LINE) AS RECORDED IN PLAT BOOK 74, AT PAGE 3 (SHEET 5), OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE CONTINUE SOUTH 40°23'32" EAST ALONG THE SAID SOUTHEASTERLY PROLONGATION OF TIME NORTHEASTERLY LINE OF LOT 20 FOR 270.0 FEET; THENCE SOUTH 49°33'29" WEST FOR 41,09 FEET, MORE OR LESS TO THE POINT OF BEGINNING OF THE HEREIN DESCRIBED SUBMERGED PARCEL OF LAND; THENCE SOUTH 39°25'15" EAST, 90.15 FEET; THENCE SOUTH 50°34'45" WEST, 92.00 FEET, THENCE NORTH 39°25'15" WEST, 88.51 FEET; THENCE NORTH 49°33'29" .EAST, 92.01 FEET TO THE POINT OF BEGINNLNG, CONTAINING 0.19 + ACRES. PARCEL B2: A PARCEL OF SUBMERGED LAND IN BISCAY-NE BAY BEING IN SECTION 22, TOWNSHIP 54 SOUTH, RANGE 211 EAST, MIAMI-DADS COUNTY, FLORIDA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE SOUTHEASTERLY EXTENSION OF THE SOUTHWESTERLY LINE OF LOT 24, BLOCK 43, OF TIIE PLAT OF "NEW I3ISCAYNE AMENDED", AS SHOWN IN PLAT BOOK "B", AT PAGE 16, OF THE PUBLIC RECORDS OF MIAMI-DADS COUNTY, FLORIDA, WITH THE, MIAMI-DADE COUNTY BULKHEAD LINE AS SHOWN IN PLAT BOOK 74, AT PAGE 3 (SHEET 5), OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE RUN S' 21°,11'51" W ALONG SAID BULKHEAD LINE FOR A DISTANCE OF 44.86 FEET TO THE POINT OF BEGINNING OF THE I I3REIN DESCRIBED PARCEL OF SUBMERGED LAND; THENCE S 40°23'32" E, 225.00 FEET; TIMNCB N 49°36'28" E, 92.14 FEET; TI-ONCE S 40°23'32" B, 63.39 FEET; THENCE S 49°36'28" W, 120,25 FEET; TI-ONCE N 40°23'32" W, 273.50 FEET 'I'O A POINT ON TIM AFORESAID MIAMI-DADE COUNTY BULKHEAD LINE; THENCE N 21°41'51" E ON SAID BULKHEAD LINE, 31.81 FEET TO THE POINT OF BEGINNING. CONTAINING 0,315 ± ACRES. PARCEL C2: A PARCEL OF SUBMERGED LAND IN BISCAYNE BAY BEING IN SECTION 22, TOWNSHIP 54 SOUTH, RANGE 41 EAST, MLAMI-DADE COUNTY, FLORIDA, LYING SOUTHEASTERLY OF LOT 24, BLOCK 43, OF ''SAMUEL RHODES PLAT OF NEW BISCAYNE", AS RECORDED IN PLAT BOOK "B", PAGE 16, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE SOUTHWESTERLY CORNER OF SAID LOT 24, SAID CORNER BEING THE MEAN IICGH WATER LIME OF BISCAYNE BAY; TITENCE S 40°23'32"E ALONG THE SOUTHEASTERLY EXTENSION OF TI-TB SOUTHWESTERLY LINE OF SAID LOT 24, FOR 538.57 FEET TO A POINT IN;I'HE MIAMI-DADE COUNTY BULKHEAD LINE ESTABLISIIED'F'OR THIS AREA AS SHOWN ON MAP IN PLAT BOOK 74, PAGE 3 (SHEET 5), OF THE PUBLIC RECORDS OF MIAMI-DADS COUNTY, FLORIDA; THENCE S .21°41'51" W ALONG SAID BULKHEAD LINE, 67.75 FEET TO A POINT ON THE SOUTHMASTERLY LINE EXTENSION OF THE SOUTHWESTERLY RIGHT-OF-WAY LINE OF AVIATION AVENUE; THENCE N 40°22'32" W, ALONG SAID SOUTHEASTERLY EXTENSION LINE OF SAID SOUTHWESTERLY RIGHT-OF- WAY LINE, 88.93 FEET; THENCE N 49°36' 1 S" E, 25.98 FEET; THENCE N 40°23'32" W, 460.24 FEET; THENCE S 57°28'54" W, 26.23 FEET TO A POINT ON THE AFOREMENTIONED SOUTHEASTERLY EXTENSION OF THE SOUTHWESTERLY RIGHT-OF-WAY LINE OF AVIATION AVENUE; THENCE N 40°23'32 W ON THE AFOREMENTIONED EXTENSION OF . THE AFORESAID RIGHT-OF-WAY LINE, 25.24 FEET TO TIIE FACE OF AN EXISTING CONCRETE BULKI-IEAD; THENCE N 57°28'54" E ALONG THE FACE OF AN EXISTING CONCRETE BULKHEAD FOR A DISTANCE OF 60.57 FEET TO THE POINT OF BEGiINNING, CONTAINING 0,49 + ACRES. 6 This Instrument Prepared By: Celeda Wallace Bureau of Public Land Administration. 3900 Commonwealth Boulevard Mail Station No. 125 Tallahassee, Florida 32399 BOARD OF TRUSTEES OF THE INTFRNVAL LXIPROVEM ENT TRUST FUND OF THE STATE OF FLORIDA SOVEREIGNTY SUBMERGED LANDS LEASE RENEWAL BOT F1LE NO 130034016 Tf1Ts LEASE is hereby issued by the Board of -Trustees of du: Internal Improvement Trust Fund of the State of Florida, hereinafter referred to as the Lessor. \VITNJESSETI:f-f: That for and in consideration of payment of the annual lase fees hereinafter provided and the. faithful and timely performance of and compliance with ail terms and conditions stated herein, the Lessor does hereby lease to City of N4iami,_a municipal corporation of the State of Florida, hereinafter referred to as the Lessee, the sovcr;.ig,nty lands described as Hallows: A parcel of sovereignty submerged land in Section 22, TowusbiD 54 South, Range 41 Fast, in Biscayne Bay, !+fiami=bade County, containing 21.344 square feet, more or less, as is more particularly describe? and shown as Parcel C2 on Attachment A, elated Yuly 27. 2004. TO HAVE THE USE OF the he reinabove described premises from Jule 1, 20I4, the effective date of this lease renewal, through July I, 2024, the expiration date of this lease renewal. The terms and conditions on and for which this lease renewal is granted are as Follows: 1. USE OF PROPERLY The Lessee is hereby authorized to operate an existing 34-slia commercial dockinv facility to be used exclusively for moorin * of multiracial and recreational vessels in conjunction with an upland commercial r rdna and restaurant, witli fue.lina facilities, w1ta a sewage pumpout facility if it meets the regutatory requirctuents of the State of Florida Dcpartntcal of Environmental Protection or State of Florida Department of Health, whichever agency has jurisdiction, and with liveahoards as defined in paragraph 26 as shown and conditioned in Attachment A. All oldie foregoing subject to the remaining conditions of this lease renewal. [011-01j 2. LEASE FEES: The Lessee hereby agrees to pay to the Lessor as annual lease fee 0(12.487.18 plus sales tax pursuant to Section 212.031, Flot de Statutes, if applicable, within thirty (30) days ofthe date of receipt of the invoice, The annual fee for the remaining years drills lease shall be adjusted pursuant to provisions of Rule 18-21.011, Florida Administrative Code. The State of Florida Department of Environmental Protection, Division of State Lands (the "Divisio€i") will notify the Lessee in writing of the amount and the due date of each suhsegaent annual lease payment during the remaining term of this !ease, MI :ease fees due hereunder shall be remitted to the Division as agent for the Lessor. 3. WET SLIP RENTAL CFRTiFICATTONiSLrPPLrEh[I!N l•A.. PAYMENT: (A) The Lessee shall provide upon request by the I.csscrany and all information in a certified form needed to calculate the !ease fee specified in paragraphs two (2) above, including the income, as defined in subsection 18-21.003(3 i ), Florida Administrative Code, derived directly or ittdireetly from the use of sovereignty submerged lands on an annual basis. When six percent (6%) of said annual income exceeds the base fee or minimum annual fce established pursuant to Rule 18-21.01 I , Florida Admitiistrative. Code, for any lease year during the term of this lease, the Lessor shall send the Lessee a supplemental invoice for the difference. in the amounts for that lease year. B) The instntruent or agreement used by the Lessee to transfer or assign the right to use a wet slip at the decking facility to a tltird party shall include a provision that clearly notifies the wet slip reoter/user/holder that if the wet slip renterluser,'holder subsequently transfers his right to use said wet slip to another party, the in:stnnnent or agreement used to transfer said wet slip shall contain a provision that requires six percent (6%) cf the annual gross income derived from said instrument or agreement for the use of said wet slip b. paid to the Lessee who, upon receipt, shall report and transmit said amount to the Lessor. The instrument or agreement used by the Lessee to transfer a wet slip shall also include a provision that clearly notifies the wet slip renter/user/holder that no interest hi said wet slip may be further transferred unless a ss_hstantiaily similar provision to the one contained in the preceding sentence is placed in each succeeding instrument or agreement used to transfer said wet slip to each new wet slip renter/user/holder. (C) The Lessee shall submit tc the Lessor each instrument or agreement Used by the Lessee to transfer or assign the right to use a wet slip at the docking facility to a third party annually at the same time the Lessee submits the required Annual Wet Slip Revenue Report to the Lessor. 1. LATE FEE ASSESSMENTS: The Lessee shall pay alate payment assessment for lease fees or other charges due under this lease which are no; paid within 30 days after the due date. This assessment shall be computed at the ,ate of twelve percent (12%) per arum, calculated en a daily basis for every day the payment is late. EX &tvfINATIQN OP LESSEE'S RECORDS: For purposes of this lease renewal, the Lessor is hereby specifically authorized and empowered to examine, for the tens of this lease renewal including any extensions thereto plus three (3) additional years, at all reasonable hours, the books, records, contracts, and other documents confirming and pertaining to the computation of annual lease: payments as specified in paragraph two (2) above. 6. rlfAfNT2NANC .OF LESSEE'S RECORDS: The Lessee shall maintain separate accounting records for: (i) gross revenue derived directly from the use of the leased premises, (ii) the gross revenue derived indirectly from the use of the leased premises, and (iii) all other gross revenue derived from the Lessee's operations on the riparian upland property, The Lessee shall secure, maintain and keep all records for the entire term of this lease renewal plus three (3) additional years. This period stall be extended for an additional two (2) years upon request :or examination of all records and accounts for lease verification purposes by the Lessor. 7. AGREEMENT TO EXTENTOF LTSEt This lease is given to the Lessee to use cr occupy the leases' premises only for those activities specified herein. The Lessee shall not (i) change or add to the approved use of the teased premises as defined herein (e.g., from commercial to multi -family residential, from temporary mooring to rental of wet slips, from rental of wet slips to contractual agreement with third party for docking of cruise ships, from rental of recreational pleasure erafl to rental or temporary mooring of charter/tour boats, from Ioadinng/offloading commercial to rectal of wet slips, etc.); (ii) change activities in any manner that may have an environmental impact that was not considered in the of iginal authorization or regulatory permit; or (iii) change the type of use of the riparian uplands or as permitted by thc Lessee's interest in the riparian upland property that is more particularly described in Attachment 1_1 without first obtaining a regulatory pertniJmodifled permit, if applicable, the Lessor's written authorization in the form of a modified lease, the payment of additional Fees, if applicable, and, if applicable, the removal of any structures which may no longer qualify for authorization under the modified lease. Page 2 of 1$ Pages Sovereignty Submerged Lands. Lease No, 130034016 S. PROPERTY RIGHTS; The Lessee shall €Hake no claim of title or interest to said lands hereinbefore described by reason at' the occupancy or use thereof, and ail title and interest to said land hereiubefere described is vested in the Lessor. The Lessee is prohibited from including, or making any otaim that purports to include, said lands described or the Lessee's leasehold interest in said lands into any fortn of private ewnzrship, including het not limited to any form of condominium or cooperative ownership, The Lessee is further prohibited from soaking any claim, including any advertisement, that said land, or the use thereof, may he purchased, sold, or re -sold. 9. INTM.EST la``l RIPARIAN UPLAND PROPERTY: During the terns of this !case renewal, the Lessee shall maintain satisfactory evidence of sufficient upland interest as required by paragraph 18-21,004(3)(b), Florida Administrative Code, in the riparian upland property that is more particularly described in Attaclu:ient B and by reference made a hart hereof together with the riparian rights appurtenant thereto. if such interest is terminated or the Lessor determines that such inte_est did nor exist au the effective date of this lease; this :case may be tenvJuated at the option of the Lessor, If the Lessor terminates this tease, the Lessee agrees not to assert a claim or defense against the Lessor arising out of this lease. Prior to sale and/or termination of the Lessee's interest in the riparian upland property, the Lessee shall inform any potential buyer or transferee of the Lessee's interest in the riparian upland property and the existence of this lease and all its terms and conditions and shall complete and execute any documents required by the Lessor to effect an assignment of this lease, if consented to by the Lessor. Failure to do so will not relieve the Lessee from responsibility for fu11 compliance with the terms and conditions of this lease which include, but are not limited to, payment of all fees and/or penalty assessments incurred prior to such act. 10. ASSIGN!ENT OF LEASE RENEWAL: This lease renewal shall not be assigned or otherwise transferred by either parry without prior smitten en::sect of either party's duly authorized agent. Such assignment o: other transfer shall be subject to the. terms, couditions and provisions of this lease renewal, current management standards and applicable laws, rules and reg-ulations in effect at that time. Any assignment or other transfer without prior written consent of the respective party shall be null and void and without legal effect. Ttie Lessor hereby consents to a sublease attic leased premises by and between the Lessee, as sublessor, and Bayshore Landing, LLC or their respective leasehold mortgagees, as sublessee. The Lessee agrees that it will not grant a sublease to any party other than Bayshore Landing, LLC or their leasehold mortgagee tie°,thou: the prior written consent of the Lessor and the Lessor agrees that it will not unreasonably withhold consent. The Lessee hereby acknowledges that the sublease is and shall be at all times subordinate to this lease, The Lessee shall ensure that the sublessee uses the leased premises only fer the express purpcses stated in paragraph 1 of this lease, and performs and observes the covenants, conditions, and terns cf this lease on the part of the Lessee to be performed and observed. U. 3DEMNTFICATION0NvESTIGATION OF ALL CLAIMS: The Lessee shall investigate all elaims of every nature arising out of this lease. at its expense, Each party is responsible for all personal injury and property damage attributable to the negligeat nets or omissioas of that party and the officers, employees and agents thereof. Nothing herein shall be construed as en indemnity or a waiver of sovereign immunity enjoyed by any party hereto, as provided in Section 76$.28, Florida Statutes, as amended, from time to time, or any other law providing limitations ors °taints, 12. IOTICES/CQMP LIANCE!'J ERMIN1TION: The Lessee binds itself, its successors and assigns, to abide by the provisions :led conditions herein set forth, and said previsions and conditions shall be deemed covenants o the Lessee, its successors and assigns. in the event the Lessee faits or refuses to comply with the provisions and conditions herein set forth, or ir. the event the Lessee violates any attic provisions and conditions herein set forth, anct the Lessee fails or refttses to comply with any of said provisions or conditions within twenty (20) days of receipt of the Lessor's notice to correct, :his lease may be terminated by the Lessor upon thirty (30) days written notice to the Lessee. If eanceIed, all of the above -described parcel of land shall revert to the Lessor. All notices required to be given to the Lessee by this lease or applicable raw or administrative rules shall be sufficient if sent by U.S. Mail to the following address: City of Miami, Florida Ueptrincnt of Real Estate and Asset rManagemert 444 SW 2nd Avenue,_ 3'4 Roar Miami, Florida 33130 Copy to: City of Miami City Attorney 444 SW 2" Avenue, 4a" Floor Miami, Florida 33 130 The Lessee shall notify the Lessor by certifeci mail of any change to this address at least ten (10) days before the change is effective. Page 3 of 15 Pages Sovereignty Submerged Lands Lease No. 13003.401E 13, TAXES AND ASSESSMENTS: The Lessee shall assume all responsibility for liabilities that accrue to the subject property onto the improvements thereon, including any acid all drainage or special assessments or :axes of cam), kind and description which are now or may be hereafter law•fi:lly assessed and ;evled againisi the subject property during the effective period of this lease. renewal. 14, NUISANCES OR ILLEGAL 0 RERATIM,a The Lessee shall not permit the leased premises or any part thereof to be used er occupied for any purpose or business ether than herein specified unless such proposed use and occupancy are consented to by the Lesser and the !ease is moth Fled accordingly, nor shall Lessee knowingly permit or suffer any nuisances or illegal operations of any kind on the leased premises. 15. MAiN,TENIANCE OF FACILITY (RTGHT TO INSPECT: The Lessee shall maintain the leased premises in good condition, kecpir; the structures aid equipment located thereon in a good state of repair in the interests of public health, safely and welfare.. The leased premises shall be subject to inspection by the Lessor er its designated agent at arty reasonable time. 16. NON-DISCRLtifu NATION: The Lessee shall net discriminate against any individual because of that ittdividt:al's race, color, religion, sex, national ongin, age, disability, or marital status with respect to a:tyactivity occurring within the area subject to this lease renewal or upon lands adjacent to and used as an adjunct of the leased area, 17. ENFOr' CF_.ivfENT OF PROVISIONS: No failure, or successive failures, on the cart of the Lessor to enforce any provision, nor any waiver or successive waivers on its part of any provision herein, shall operate as a discharge thereof or render the sane inoperative or impair the right of the Lessor to enforce the same upon any renewal thereof or in the event of srrb equeat breach or breaches, 13 P i:RivIISSIOV Cif&ANTED: Upcn expiration or cancellation alibis !ease renewal all permission granted hereunder shall cease and terminate. 19, RENEWAL PROVISIONS: Renewal of this lease shall be at the solee, option of the Lessor. Such renewal sha'1.i be subject to the terms, conditions and provisions or manageatent standards and applicable laws, rules and regulations in effect at that time. In the event that the Lessee is in full compliance with the terms utt this lease, the Lessor will begin the renewal process, The term of any renewal granted by the Lessor shall commence oa the last day of the previous Lease term. In the event the Lessor does not grant a renewal, the Lessee shall vacate the leased premises and remove all structures and equipment occupying and erected thereon at its expense. The ubligaticn to remove all structures authorized heren upon termination of this lease renewal shall constitute an affirmative covenant upon the Lessee's interest in the r'parian upland prcpeny more particularly described in Attachment b, which shall run with the title to the Lessee's interest in said riparian upland property and shall be binding upon the Lessee and the Lessee's successors in title or successors in interest, 20. .REMOVAL OF STRUCTURES/ADMINISTRATIVE Fl; TES: If the Lessee does not remove said structu es and ei;uiprnenl occupying and erected upon the?eased premises after expiration orcance.lation of this lease renewal, such structures and equipment will be decreed forfeited to the Lessor, and the Lessor may authorize removal and may sell such forfeited structures and equipment after ten (10) days written notice by certified mail addressed to the Lessee at the address specified in Paragraph 12 or at such address on record as provided to the Lessor by the Lessee. However, such remedy shall be in addition to all other remedies available to the Lessor under applicable laws, rules and regulations including the right to compel removal of aft structures and the right to impose adnamistrative tines, 21., REMOVAL COTS/LIEN ON RGPAR[ANLPLANiD PROPRRTY_ Subject to the noticing provisions of Paragraph 20 of this lease, any costs incurred by the T..essar in removal of any structures and equipment constructed or maintair:ed on state feeds shall be paid by Lessee and any unpaid costs end expenses shall constitute a lien upon the Lessee's interest in the riparian upland property that is more particularly described in Attachment 5 This lien an the Lessee's interest in the riparian upland property shall be enforceable in summary proceedings as provided by law. 22. RIPARIAN RIGI1T'S/FINAU., ADJUDICATION: In the event that any pan of any structure authorized hereunder is determircd by a final adjudication issued by a court of competent jurisdiction to encroach on or interfere with adjacent riparian rights, Lessee agrees to either obtain written cogent for the offending structure from the affected riparian owner or to remove the interference or encroachment within 60 days from the date of the adjudication. Failure to comply with this paragraph shall constitute a material breach of this lease renewal agreement and shall be. grounds For iuunediate termination of this lease renewal agreement at the option of the Lessor. Page 4of15Pages Sovereignty Submerged Lands Lease No, t3001,101tt 23. AR•IcNDMLNTS/i<MMODIFtCATFONS: This lease renewal is the entire and only agreement between the parties_ its provisions are not severable_ Any atnendtnent or modification to this lease renewal must be in writing, must be accepted, acknowledged and executed by the Lessee and Lessor, and must comply with the rules and statutes in existence at the time of the execution of the modification or amendment. Notwithstanding the provisions of this paragraph, if mooring is authorized by this lease, the Lessee may install boatlifts within the 'leased premises without formal modification of the lease provided that (a) the Lessee obtains any state ar local regulatory perrnit that may be required; and (b) the location or size of the lift does not increase the mooring capacity of the docking facility. 24. A.DVERTISFMENT/SICNS/NON-WATER DE?ENL1 NT ACTWITtESIADD1T(ONAL ACTIVITIES/MINOR STRUCTURAL REP AIRSt No permanent or temporary signs directed to the boating public advertising the sale of alcoholic beverages shall lc erected ar placed within the leased premises. No restaurant or dining activities are to occur within the leased premises. The Lessee shall ensure that no peo tracer:[, temporary or floating structures, fences, decks, pilings or any structures whose use is not water -dependent sba;l be erected or conducted over sovereignty submerged lands without prior written consent from the Lessor. No additional, strictures and/or activities including dredging, rclocation/realignnent or major repairs or renovations to authorized structures, shall be erected or conducted on or over sovereignty, submerged lands without prior written consent from the Lessor. Unless specifically authorized in writing by the Lessor, such activities or structures shall be considered unauthorized and a violation of Chapter 253, Florida Statutes, and shall subject the Lessee to administrative fines under Chapter 18-11, Florida ,Adraittistrative Code. This condition does not apply to minor structural repairs required to maintain the authorized structures in a good state of repair in the interests of public health, safety or welfare; provided, however, that such activities shall not exceed the activities authorized by this agreement, 25. COrivEPLIANC,E WITH FLORlnA LAWS: (in or in conjunction with the use of the !eased premises, the i.essee shall at all titres comply with all Florida Statutes and all administrative rules promulgated thereunder. Any unla.afui activity which occurs oil the leased premises or in conjunction with the use of the leased premises shall he grounds for the termination of this lease by the Lessor. 26, L1VEATOARDS: The term "Ii veaboa.d" is darted as a vessel docked at the facility and inhabited by a person or persons for any live (5) consecutive days or a total of ten (1 G) days within a thirty (30) day period. If livcaboards arc authorized by paragraph one (1) of this lease, in no event shall such "liveabeard" status exceed six (6) months within any twelve (12) mouth period, nor shall any such vessel constitute a legal or primary residence, 27, GAMBLING VESSELS: During the term of this lease and any renewals, extensions, modifications or assignniems thereof, Lessee shall prohibit the operation of or entry onto the leased premises of gambling cruise ships, or vessels that are used principally for tha purpose of gambling, when these vessels are engaged in "cruises to nowhere," where the ships leave and return to the state of Florida without an intervening stop within another state or foreign country or waters within the jurisdiction of another state or foreign country, and any watercraft used to carry passengers to and from such gambling cruise ships. 2S. SPECIAL LEASE COND1TiO1`I: A minimum of ninety percent (90%) of the wet slips at the docking facility shall be made available for rent to the general public on a ".first come, first served" basis, as defined in subsection 18-21.003(27), Florida Administrative Code, with no longer than one-year rents; tears and with no automatic renewal rights or conditions. To help ensure compliance with and to assist in providing l:ntihc awareness of this requirement, the Lessee shall erect permanent signs at the watcrward entrance to the docking facility and at the upland entrance to the docking facility which are clearly visible to passing boaters and the general public. The signs shall ccntain language clearly indicating that a minimum of ninety percent (90%) of the wet slips at the docking facility are available for rent to the general pubblic. Any dockage rate since: publications and dockage advertising for the docking facility shall Clearly state that a minimum of ninety percent (9Ci,r) of the wet slips at :he docking facility are open to the general pubiic on a "first conic, first served" basis, Page 5 of 15 Pages Sovereignty Submerged :.ands Lease No.. 130031016 /` DEEP rr.ey I WITNESSES; e Odgi nal 5iti 3iuit•' `� • -,r� , a./7 r'Typ ='aJ eofWitness [[��t �))(f (/ram` q�y :.3 la! Si2n._l.rr:: 7-*•� Pritly?we. Namli of Witness STATE OF FLORIDA COUNTY OF LEON BY BOARD OF TRUSTEES OF TILE ENTl-:.fRNAL J MFROVEMENT TRUST FUND OF THE STATE OF FLORIDA )tL1{ L i l�� �F�� i {SEAL) Chevy; (. 1 Call, Chief, Bureau of Public Land Administration. Division el State Lands, State of Florida Department of Environrmntal Protection, as agent rot' and on behalf of the Board ofirustees of the internal Ilnprovetrrent Trust Fund of (lb: 5taty of Florida "LESSOR" Th • foregoing instr, man: was acl<nowlcdgtd before roe this day of L- iC i � 1, � ' 20 lb by C1•.ersl Burrtl of Pnhlir. Land Administration, Division of State Lands, State or_ Flot4da Deuartment or Environmental Protection,. anent for :Iit.1 un be I € of the 13oard l`Ttus e gfthe tiaernal itrrnrav+emeat Trust Pund ()Fake Statc of Florida. She is pe:somliy known to roe. APPR4IED SUBJECT lfo PROPER E CLTIoN: Da c Pa>gs 6 or 15 Pages Sov'creinnty Suhmerged Lards Lease No. 130034016 ;z$ry Public, yte of Florida Printed, Typed 4r r_.pp� l�anleNor Pultc stars or Florida ' ' Kathy C Griffin �1yCommission EA v6- c M? CorsimhssionEEta5787 .rjf o•Y,a4� Expires 11/27/2015 Cormm4issiols%S. ria! No. ?TtEST: (+ Todd Fs. Hannon City Cleric ,r / APPROVED;TO INSU : zc3UREMENTS: r ,Aa.t-Marie Sharpe Director of frisk fai ngetnen( !I.PPRC 'D AS'RO PCR LAND CO Victoria 1dendcz City Attorney STATE OF " jv±•` t. t l c,_ COUNTY OF City of Miami, a municipal corporation of the State. of Florida (SEAL Original Signal ur.b }` ecuti ' Authority Dal.iie;.l. Alfonso Typed/Printed Name of Executing Authority City Manager Title of Executing Authority "LESSEE„ The foregoing instntmuent was acknowledged before me this day of tJ‘f/) (.16 rf' G) . 20 i Imo. by Damet J. Alt`onso as City Manager, for and on behalf or City of Miami. a municipal corporation of the-i ate, of Florida. He. is Pero ally k canto cyr who has produced , as identification. f i"ty Commission Expires'. Co o Pt'a, Not3rr Slala of "Florida Edith Y rblcCray My commis!, km FT 69.2933 fires 0 /1312C 8 Page 7 of 15 Pages Sovereignty Submerged Lands Lease No. 13003,1016 Signatu of rotary Pub is / Notary Public, State of l U ( off,( ( cE ce p Printed, Typed or Stamped Name Attachment A PRgo13 or 15 Pages Sovereignly Submerged Lands Lease No. 130034116 .yw+. •"•• ra... i}q =''i,,i'Y^� • la is tii'- �_..rJJ ._rt':r..wn —4 _...,_ „-,- "t L.+tx, k 1+�''F� j..'ti• •} i'1A fey gip +_.Ygr17 q�` - us, • r fO BISCAYN :'.oe; -,:. .:Z'`-;: 7-1".......,. . ve.. ,ta,.,..«4...: In:.�.. .._.•.��...•.._....`x,...,�._.. ...... _ - ,...-..Jw.r-rl a�..+•Nr`. H:,+ti rlr 'r�...v.,r :_,.ve.af •u,aw...ca<�ry rww.-... r.r • • • • • •.ayy_ky'.L�i1r,:'saML;.17 i PARCEL A2 A parcel of submerged land In Else -elms Day being in Section 22, Township 5.4 South. Range 41 Fast. M1A..MI-DAt1E County. Florida. being morn pnrVouto ly described as fo21ovs: Commence'Atho Northo4y.,rr:ler of Lot 20, SMttk 43,'RIiOf2ES A,M`0.40SD PLAT OF NEW DISC AYNSS , aCwrdfag to ttta P?et thereof ee recorded in Mat Book B. at Page 16, orlha Public RN-tedcor rtuIrl-DAD = County. Fiords; hlenc2 South 40'21.1'42" Est along the Nonparty tine of said Lot 20 end lit Eootheast :'iy proian6nGot thernnf for 691.15 feat rnore or less, to a point of irtsrsrcton with tho Dade County bulkhead tine (U.S. liartt Line) as retained to Pcf ricatc 74. Pace 3 (St-ect 5), of the Public Roconis of Mf{ FAf-f]..D.S. County, Florida; thence oontinL,0 South 4.02542' !East tiontt the saki Southeasterly pro!.orYBGon of the tdortteaterIy line of 1.rl 20 fo- 270.0 reel; lnanrn Snook 45'3324" ;Nest for 41.0 toot, more cr Its..'; to Me Paint or Eegtinnittg of the herein closcihnil submorced nnre.nl of tnrr4: thence South 33'25'15' E:7H. S3.15 f==_Mt; thence South 50 y4'4a West. MOO feel: thence hlo!fh 52°25'15' West 63.51 feat thanre Faith 49'33'llir cast, 42.015 F^et to Inn Pohl er Beginnin0. Coh'sinlne 0.191 Ao23- PARCEL 82 A por,9io; submerged lend In 6lccayno Day bring In Section 22, Township 55 South, Rance 41 East, MT l-D.ADIS County, Flodds, more Oa:1icuioriy d93St71L'n4 2T fellow: r'aromonang at Isle In:wee:Atm of the Southeal Carly ©xl2nsien of the Southwesterly line of Lai 24, Stook a:,, of the Plat of NEW .SISCAY&E AMENDSD`, as shown in Plat :ok "5", at Page 15, of the PUSI« iisocnzds of MIAMI-DADE C.o=ty, Flottra, nith the (Side County hoI;cheart Tine es shaven in Plot Book :4, at Naga 3 (Shoat 5). tot -the Ptb io it. nts of WAfet-olD DE County, Florida: 15cnco:un 9 21'41'51"ttr along wit attlihead line for a d*thrco of 44.o6 feat to the Point of Beginning or the heroin de-S=1e4 parcel of sub!rtesg 4 land: Blanco S ,t0-22'32' E, VS.00 °ort th„nen i3 4'S'36' fs' E 92.14 feet U1i,J1C0 5 40-2332" E. 93.33 feet theme S-!9'36' 18" W. 120.25 feel; than,* N 411'25 s? W. 21350 feat to a point en the eforesaii lAiAh li-OAD'E County lxik11»ttd ;Ina; therm* N 21°41'S1 E on sold bulkhead lino, 31.51 feet itt he Pnlrt of Sacfnnirl5. Can;afning 0.315t Aces. PARCEL f_2 A parcel of ajbmerged land in Biscayne 5ny In Section 22, Township 54 Sold. Runge 41 Feet, kol:AS11-D5JTE Country, t ioede. 'Iny Southeasto;;y of Lot 24. Bicok.43, of 'SAMUEL P.HODES PLAT OF -rIE J I5ISO Y1E , es recorded 11 Plat Ecok `rl', Pa3o lv, o! the Put$ Rewrite of ivItAMI,DAll)E County, Florida. being more f o 5ct,tarly described as fotic•xa. N..01 at the Southwastlnrty CSmez of said Lot 24, said ramer being In tie mean tigir water tine of Biscayne Boy; Tom* S 40°23'32" E stung the aootheaatofty extension of trio Southwesterly f:^.e et soil Lot 24, far 53€,57 foal tee point in the 161AfA -DADE Count bulged IFn,s estztrrlshnd for this area as shown rut mop In Plat Beak 74, Patio 3 (Shoot 5). of the Public Rnrarde e7 F+;AV.i-DADS Coin', Florida; thine* a 21'41'51"W along 21M tuithnod line, 67,75 last to a ppint on She Sautil9aaierly Ilrse ednns' n1 of the 5nea,tlwea!erty rJSfst-or-Wevfne e; Avi2on Avenue th¢rz.N-4022.22.- 410n s.1!dS.'t'utlte2Iert_y a>.,221un'line ofsnir1'&auutw .,t JYAiet11-oT-L' 111r e 7.4.93Teel' ..- T 0-o ecru, N 42'32'111' E. 25.5E fbet; thence N 40"25.32` 71, 450.24 f. t!1enoo 5 57'2554' W, 2r}.2i Seel to a point eft the eferemontioned S thn.. nieriy errtenaion or Ulm 5olriuvcrtrly Right -of -Way lino of Aviation Avenues; k%once 14 40'23'32' W en the eformnntlened extension of the aforesaid Ritjhl-nr-Way !ins, 25.24 feet to tho !boo of en '153fB ctt. s .nitt.l01iend; thee= i457"28.54' E alorp the face ban exiling 2eC117lehtr!Fheed faredistance of 50.57 feet to the Point of 5pinr.'nia. Conlniniry 0.4e-irAcrns SWEET 2 OF 3 US'IEYl7f.S SFAI tinlrae tl ren ate al p'n'v-a cod Ihn original -min -oil Fool n1 a s:ta113 amwod fr Ill ..,o n02 PTt'at way.: Jnrot t REVISED: 1 t ..4._DY CFR"1F .'nut n..ucC,..i stmoye . rrro ,nr oertsonlin moon and mentonIFIOrrnetAt 114 m fr.00,,,,,,o-ove.r4L-nro on not k 9, or Do r' d.OIA rd,ja'J-,n OF LAND SUMO -TOMS ctw:x &ID 74 Fo,G0 A4,0r2, e_ yjmrsenl.x5Ser' -onto r.xrn -_iron Term worn sas.st.,n.0 oy n.a ...r.. - I .'a•r4,4 COT. efr en MD., -o. 2 aM e. +,R h,u^, ^ J F!o0D�tl EiASF: 1s J I NELEaNV 11hREl 4 DATE_ II'SCALE! `iiW'J.3v .30tio1 . Fmhast.: Svr,.wc+L .--no. l574 MOJARENA & ASSOCIATES, iNNC_ an lr�t l+ I d So,'o wn 5 Mappers $ c Ce,is.wte of Authen;4.fon too. 6595 12:4155.'4 132nd Avenue ia:`rarnl, Plante 331665 r305 273-222434 ia4UNJAtiY SURVEY Simko ^^. FI .idn 0g- 12-04 Not to Sca'o j B.f:. PARCEL A parcel of submerged land being morn particularly desrrit-e:i ac Intiovs_ (Commanea at tho r.:ort erty corner of Lot 20, t3iac.k 43, of"SA.MUEL RHCDES PLAT OF NEW BISCAYNE'. a000roinrg ;o ihn Plat hereof reprised In Flat Book la" at Page 16, o; She Public Records of MI MI-DADE County, Florida; thence South 40'23742 East along the Northerly line of said Lot 20 and it: Southeasterly prolongation thereof for 691-45 feet, more cr less. to a point of intersection with, the Code County bulkhead Itna (IA S- Harbor Line) as recorded in Plat Book 74, Pogo 3 (Sheet 5), of the Public f1eccrrs ar MIAMi-DADE County, Florida, saki point being the point of beginning of Shelalla ing described parcel of submerged ;an : t once continue South 40'23'42' East :,lone L13 said Southeasterly Ofoionaaticn a f the Northeasterly line o: Lot 20 for 270.0 feat th,:ca Souk, 49"3329' West for 160.04 sect, more or:osQ 10 1.110 ; dint of Intel -sot -Alen with the Southenslerhy prolongation of the Southwesterly line oft,'ui Northeasterly f. of sold Lot 23, Stook 43; thence North 40'23'42" West along the Southeaster/3" prolongation of the Southwestorty lino of tho Northeasterly IS of salt] Lot 23 for 133.75ieat, more or less, to a pcinC of intersection with Lire said Dada County bulkhead line; ;hence North 21..41'51" East eking said Dade County bulkhood lino (U.S. Harbor Lino) ler 134.53 iee.t, more or rasa; thence North 43.33'29" East along .said Cade County bulkhead lino for 3-37 fact, more or teas, to Use Point of Beginning. Loss grid E '?pt the folicAr n9 p:r+ccl of submerged lands t, frame/ of submerged rand adjacent to Section 22, Township 54 South, Range 41 East. Miami -Dade County. Florida being more particulzdy described as follows: Commence at the Na lheriy corker of Lot 20, Block 113, of SAt tUEL RHODES PLAT OF NEW r31SCAYN r, according to the flat thereor, recorded in Plat Book "fa at Paaa 15 of the Public Records of Miami-D de County. Fiords; thence South 40`23'42" East along the, Nortf ly lino of said Lot 20 ar ad Ls Soulheasteily firolungailon thereof 'or 691-46 feet, more or less. in the point of lntareadioo with Inc Dade County Duitdiead Line (U.S. NarborUne) as red rci— in ! cal Sook 74. Fago 3 (Sheet 5) of the Public- Records of 1t,1Farni.Daria County, Florida. thence continue Smite 40.23'42" Cast along rtd Salt oastarly prolongatior. of the Northeasterly Line of said Lot 20 for 127.00 feel, rno e or less, to the point of intersection with a line, being the NceThorly proiongaUon o, tho Southeast fade oral a kit wide concrete dodo; thence South 50'42'00' West for 1.10 foot, mom or toss, to Uie Northeast corner of said dock and the Point of beginning for the foiio+:nng dascr-riied parcel of subrrlr3rged hand; ihonce South 63'42'00'.'F>•ost along Said Souihe=_stface of Ore dud: for 11.00 feat, more or fess, to the South corner of the duck thence North 40'23'42^ West, along the Southwest face of cold dock. far 124.11 feet, more or laS;s, to ths point of intersection with said Dada Comity Bulkhead Line (U.S. Harbor Line); then o 1-North 21'41'51" East eNrg saki Slade County outcftead L%e (U.S. Harbor Line) for 5.80 teat; tl:on= North 49`33 2E' East afnng said Dade County Butkhoad Lime (U.3- t iarbar Line) for 2.P,7 feet, more or less, to Me Northeast face of said doe:. thence South 40'2 3'42" East, along Said t orliw_astfac5 of the dock, for 1266.9a feet. rn0re or lass, to the Point of 3eginobrg. $efJ dascrib,x! parcel con ins 1000,0 square foot mane nr less- CERTIFtr-']•. TO: Thirteen Times 7 wu LLC; Garcia a Baloyra; Attorneys' Title Insurance Fund, Inc. PFtrIPARED FOR; Thirteen Times Two, LLC, 2550 5. Sayshcre Drive, Miami, FL 33133 .,HEET_) OE 2 SURVEYOR'S SEAL Unoca l('wars Ills eocec.,n anO oho c.lnln,'I rds.1 4@31I Or is t'5, do IiGTnsa[l ^nsrrypl a-.:9 ronspe-. L11s rsOrlr'arml fs Y ]I ,,,,A CsMot,oe,nl py,[YoeYSMI%/nnz, c& LJ rvnRd REVISE`: BOUNDARY SI IRVE',, I,IVE1,11sSo a,:ar+'-JN .ot uMtsLy_rscs:Ibe,ss9•,;IoLNHcosh n,SSrsFs, ssIrli0 I ,Kn Mw3,,mTa.nn I r4M.. r1.4Rio1 OO,Flo OF WO SUR,,FS%S In Chop.*, 6 t 61q.4, Red& o.r.. S, lift Thrrn.,<,ws w..�exna,3s-a-:tea-,s -.sc 5.71.E NELSON MCCtA, .ENJt A? :ter Sn,.yor 3 Mnppnr He. 5404 1QO:fARE A & ASSOCIATES, INC, _r Lain! Surve`tcra $ Liappera a.L. Certificate cfAtulhcrizatyon No. 60911 12225 S.W. 132nd Avanuo ' if i21'Y, Poii*, ;31t3r (305} 2 -2s:4 FLOOD ZVN3 VE 3 $E; 1e IJATE. SCALE': 12341/N. BY .1UL Nt). 05-12-rA 1 1401.10 SC3:9 1 611. t 03.0040 IN '." I3 Ci:1C0;T COURT OF TM P.L... x'!r JuDICLAL C.'.RCUSRr xY AND YOR p,1DE Mari, FLORIDA CIWL AC LON p"5-2EA aVRSSDICTTatt 0IvItiION CAS2Z No. ~'i' 7-- 5942 r_STY ON maxxi , UL.ORIDA, a Corlut-aClon, VI. 0. B. H2 17Y, :RO5T-O. :o: 9• b. t^Iw.,v,zL, under mstamnn:_ary rut catabliohod in the t_,OC r•ii1 avid ;eata:aont of IW R. FiILEY, Di., Defendant. CC1GE:r: Fi)L.L JUv r;tEti. 7h15 CAU$2 aruca bofort then rocs: ut.an'l;he Pot-i!'i:s, 3.ilyd t;'i:5 cause, the nnr-,o75 a_ ch* 0,:gon4anto, and do .SCctic:ent f ripulanico t,etvetnthe I;Ar inn Mod in thin caoso; Ind tha court bin fully a+,tvisez in %he p.e=r,!s8:, it in COWZ,:MEC:D ot, t1,WD and g' ArU„:zO that }ho caY.ln9 of ?ar:a1 1, tS 50135rt Li thie C1tIa0 iS fccC pus is U93 and p4rpc.8n& and tha propoitty tcughe to be to co is r::a3sr,bly ne_easaey tax su;:h public usr and pur_osoa, nail 1>_ i.s fu:chae C. rSIiv=gsD oltDsR :i and ADJUOUD that the pmxtita have daiv and ragulaEly c,nt..ced in-c a .Secs:lE:74at 5.17+_1atitA waivia5 c. t rlOt c: t_iil b7 joy ON t-ho Ls:iuc:: o" valn:ttion and a7rn .ng t=> ithrl aanncr and a,oi.r i oP Ful.'! co p=_n6atton u; ich the cau_e fi-,d4 is .naacna:014 and n:op*r and +sithin the corrucntion o; the var_1e.5, and „t id.' lurthc_ COriSiv+i R,SD ORDERED and XDSUPCa0 thnt i;1:1 c;.,npanoa_ion fox E?so ts;ting t? Puroo). 1 03.11 ba arm is the eu: c 0;15 :{1tLIou Iwo unnafft 'fSart "-.NR24 1'%UUS.LH0 =1Y . 3Uyi1F.5il and no/:.ODt'on (S.1„23),50U,00} e)1,:,.La.3 as and for tho Fait !mcknn val•su of the foe crr,7erohlp q^ 0a13 ra.al 4A,ate; and k:'ic a'wn a: GI! V4OU$;r190 and no/100+ha ($6d,000.001 rhil_:.At8 h1 and .off , Ltachrnestt 13 Page [ 2 of 15 Pages Sovereignty Sabincs6ed Lands Lease No. 130034016 th❑ arrvicaa cE JoK1' O. MV 1LI1: I, i:.34. dad , ay;wat of coi9 uun eLaly to mach in tho E01104r1n9 manner es tho f01104a7 Paxoona, Paycont :o 4. V. tiXti.Y, Truutee within ta:1 (1D) duya OF Oa iata of judynmet. c;a Grh of $100,000.00 Pav'a,3nt tO 3CI1J1 C. Mit.v _[S attorney within .rrn (Iq) Jaya of Oa c1Ute jsdTa.n„ t_he aela of 31,070,00 Pay+:ar,t to 0. 13. i ZL.EY, Tr3:5 tflo en Or OdrOrC era (1) year after Ja c of judy-zant, the aua of 1C0,000.0a tayrmnt to JCY.:S C. t' 11.Ilf, attorney on or bel'.nxe one (L I yea;; after 4�t4 ni 3ad on'., vho own of 30,100.00 sayaanc to 0. D. 4_l? 'rru:Gar 4n or 1..onro zwo (2) ycargl after date ❑f yuel9eftnt, the s= of 15Z,000,00 ?ayd,:at to 0, 13. fLL 'f r Tr 33tco on or Lafcra th7oe (3) year6 aitoc c;xo a4 judyinent, then own r,3 145,004.00 Payment to 0, R. Fi1LEY, Trustee cn nr before Pour (d) yeciz. n:_a_ anti o1 jude-Mnt, the cum O° 133.60a.00 3'aymcmt cc 0. 0. M_LEY, Tru_:e ou or Sufort :iva (5) yvire after dour of jud9;aeat., the 1cn❑ ot 131,042.a6 Psyeeent to n. 0. 1l ..C:, T.ustcc CM1 o icrore aix (1:) yca:'c Aft . rtat❑ of j•ad pant, thn od tn,n00.00 ?e-n•7rtc C, 0. 3, MIL , TrtAtc1 on or eofore eevon (7) veers attar date ot judc-nont, rho anti of 117,coo.130 Prysen: to 6, 3. MU- ', Tru5c0a Ore 05 Ue.rota (light (a) yearf a?tnr date 0^ j6dpent, thn au-11 0. ?drain: Oi 4. rt. Mir.33'f, 'tisats=_ on or bc1aro n.inw (0) ya❑ss afta: date of j•ed-most, the sum o: 117.504,04 52,00O.4J and i la furthar CONS.33ae',0 OACZRrO art] nra W n that pee/mann of foil cooponnation Ear the osner.h1P inxerea: 00 tha c•rfandant, 0i.Y5r30?.2 ?fta8c3'_'IE5, Yt1C. -h411 tc tho grantan:i of that ccrtoin saa,Kto-,J Sci.3. 9:0 50C:01 tE??» •':;0ia 0 Attachment B Page 13 or 15 Pages Sovereignty Submerged Lands Least No. 13003d016 thirty (3D) your Isaac agreement lens tie C;r.'. Plaintiff, to AnYa')fp)1F- PSG.; 'rfl3, INC., Defendant, entered into by said parties a,rd h'ret000rc ;Lied in this cause rbo r'xhiDtt "A" of the aattltm It Stipulation and it ii zutrhar C0;7S:DP:h2D METED and ADJVCC2D that the Satt_onon: Stipulation entnrod into between the portico and filed in this cause is ratified and canfircaod and a.epted as thci order of this court. ,7urisdlction is he-po y t,Servad Cos the r:tfo=carunt of this riot'. Judgmuat ant) said atl;rulatian 02 6vt'.1graat prov5.ding that this JUdgonnt ahaLt constitute a Lion at the property aeou(rsd Until 2uily paid and any levy of asacutian of this insdinent sba;.1 first apply to the propavty herein a;;cluirn3 and 9ny ansatis.lad balance: shall than hq Onforce.abla in thn aame nanner as any judgataut in egoLassa dr,mAia proeeed.irr3s undo: the laws oe F?.e:idat and L: is ._ahcr CQH$ICN,'o'•#1 OPD13ZO sad )DJ',tG?D that fao ai:pia title in ono to Par:c1 1, lTgally described an folio•. Lot 21 azd the ud'LY 25 toot of Lot 23, Block 43, !.24DES PLAT OF 1Z'4 3i.°-C, fc)E, accord:..iq to tbo ?la: thereof, reco:do4 id Fiat. 3idok 'D" at 1.1qe 14, of th7 Pdblic Race:da o'. Dade County, Plorld,•., lest, however, a stvip of )a:ld 4 inn: in w:ith oft Lite ri'.1'GY aide thereof ht=o:o:ore r__rieattd to the City of M31rni, ai dederibcd in Cierx's ale 57R-11237. 9 rarcvl o. seta;rg03 land in aia+`dyhe 1ay,Sec. 32-54-4.3 deacritad as Lyi^,2 SE'LY ot and obuttlny Let 21 and SN'LY 1./3 of 1...t 23 Iles* Way 4'1 of 0lo-k 43 of sn.:_3L PFIO'OES .!L 1C.2°7 HAP C' tlrsr DISCAtr".,2. Pa a/15, more ga,tical.atly .le6a: i-ovd ns 1o11v411: 5ovin EW'0 carnar ce said fist 23, said ca_nor being in tho roan high vatcc line or BiD':2yna Say; thence 9 40923'32' 5 along SS'ly extension of 914'1y line of Let 24, n dinrnnr.n of 53A,57' to a (Sint to oho Bullhead Line eakablishad For this orca ghovn on map in 2D 7./3 IGhect 51r chance 11 21°SL'31. rpalong said Bullhead Gino a 4ist4ulC'a of 04.97 fact to tp in°turuectiaa with as'ly 1/2 or boa. 23; thnnco M 409 23.32` yr along aai4 62'ly exturlaion a distance of 491,47 foot to the moon high water lino boundary o2 said 51'ly 1/4 or Lot 23 and of ;mid E,ct 24, a diat."ec7 of 75.00 5niE., C/tit tit. thr. POB, as d-_aeribod 1n Clerk'n Pile 6an.,i15119. to:luthcr with 1r_gco'lflrin_a Cherion, any and all rights appurtenant thereto, and tagn:na: with a:.y and all ;•;ipatiaa t-ig1ita. It 06(12 t i 247 t3:5 'd 9:7 =i3iJJG h!Vl:i-)0 .1 K.:60 Em-?-s3-4E"if. Attachment 13 Page 14 of 15 Pages Sovereignly Submerged Lands Lease Wo. 130034016 Lhtill von to kho ntitLnner i(nn payment oP tha Clrut c»nLea psouiSed t vc ln� pataa341cn CSiureo by CIO ket4t:0aes- ufi&1J. hr. i,nt.d.',.net: upon such eLYwt puyraent. C.:NC and 0!'.75.;.a0 Ln Cl:c{tera dt e<!nai code County, �kc.ztda, thL� ti24f dal o: 4-C3 27. c-np_on Ens j tticacl e. Anlecacn, .l2c:3;ane City htte;laoy, City o« ± an:+ Fl^xida y John C. �s; in Ta;., 110 £apt Pitch Btniet, T��cx b:0 Ala. 35674 •, 87-l43:13a, Re,;,atC., 6 ssyrnc, P.A., 2699 So. aa�sraza a-. , %'_aui Ft. 33J:3] •+ V�yLW !3 242 -a- Attachrnent 13 Page 15 of 15 Pages Sover2iartty Submerged Lands Lease No. 130014Q16 fss 'la I,S�l f1� capitalbank-us.co:n January 28, 2015 c/o Robert Christoph, Jr. Bayshore Landings, LLC 300 Alton Rd., Suite 303 Miami Beach, FL 33139 To Whom It May Concern: CAPITAL BANK Pl:ouc 8oc.639.5t In connection with the proposed assignment of the lessee's interest in the City of Miami ground lease of the property located at 2550 South Bayshore Drive from I3ayshore Landing LLC to Aligned Bayshare Marina. LLC, the leasehold mortgage loan currently held by Capital Bank will, in Capital Bank's discretion, either be (1) accelerated and due and payable or (2) assumed by Aligned Bayshore Marina, LLC and amended as the parties may agree. If Capital Banks leasehold mortgage loan is paid in full, then Capital Bank's leasehold mortgage will be terminated, and consequently Capital Bank will not require any written notices from the City of Miami as Landlord under the ground lease, If Capital Bank's leasehold mortgage loan is assumed as set forth above, then Capital Bank will not unreasonably withhold its consent to a simple amendment to the ground lease attaching a new state submerged lands lease, which new state submerged lands lease shall be subject to Capital Bank's reasonable review and approval. Sincerely, Clay F. WiIson Senior Vice President Commercial Real Estate Lending Fail 1111111111113111111111111111111111311111 CFI 2ca04fiQ7"31371 OR :Y, 22572 P9s 4690 — 4704r (t5Ass) RECORDED OSf13f2004 L5:09101 HARVEY RUMP CLERK OF COURTr rIMI—DADS COUNTY! FLOR[DA • EXHIBIT C BOARD OF TRUSTERS OF TILE INTERNAL IMPROVEMENT T • OF THE STATE'OF FLORIDA No, 19448-E WHEREAS, the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida (formerly kncwn as the Trustees of the Internal Improvement Fund of the State of Florida) conveyed to the City of Miami, a municipal corporation of the State of Florida, certain submerged bay( bottom land in Biscayne Bay, as more particularly described in Trustees of the Internal Improvement Fund of the State of Florida Deed No. 19448, dated February 24, 1949, and recorded 'April 11, 1949, in Reed Book 3130, Page 260, Public Records of Miami -Dade County, Florida; and WHEREAS, the above -described deed contains a restriction that requires that the lands described therein be used "solely for public purposes, including rurlicipal purposes and not otherwise" ("Public Purpose Restriction"); and - WFTERBAS, the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida granted Waiver of ]need Restrictions No, 19443-D dated December [2, 1983, and recorded May 26, 2004, in Official Records Book 22337, Page 1498,'Public Records of Miami - Dade County, Florida, a copy of which' is attached hereto as Exhibit "A" and by this reference made a part hereof, as to 29,424 square feet, more or less, of submerged bay bottom land in Biscayne Bay wl[ieh is more particularly descr,'bed therein for the sole purpose of allowing the City of Miacli to enter into a lease agreement with Bayshorc Properties, Inc., which was amended and subsequently assigned to Greve'vlarina Market, Ltd., a Florida limited partnership, for the construction and operation of an expansion of existing docking facilities; and WHEREAS, it was recently discovered by the City of Miami that the legal description contained in Waiver of Deed Restrictions No. [9448-D does not include all of the submerged' bay bottom land in Biscayne Bay ou:ently being used and historically used by Grave Marina Market, Ltd.; and WHEREAS, the City of Miami wishes to lease the lands to Grove Marina Market, Ltd. for marina purposes, and in order to accomplish the same it is necessary to amend Waiver of Deed Restrictions No. 19448-D to accurately reflect the lands being used by Grove Marina Market, Ltd, a Florida limited partnership for the operation of existing docking facilities; and WHEREAS, the City of Miami adopted Resolution No, 03-857 on July 24, 2003, which requests that the Board of Trustees of [he Internal Improvement Trust Fund of the State of Florida waive the Public Purpose Restriction contained in Trustees of the Internal Lnprovemcnt Fund of the State of Florida Deed No. 19448 for the hereinafter described 58,887 spare feet, more or less, of submerged bay bottom land in Biscayne Bay for the sole purpose of allowing the City of Miami to enter into e lease of these lands with Grove Marina Market, Ltd., a Florida limited partnership, for the operation of existing dooldng facilities, NOW, THEREFORE, it is hereby covenanted and agreed: 1, That Waiver of Deed Restrictions No. 19448-D is hereby amended as follows: The Public Purpcise .Restriction contained in Trustees of the Internal It r iteriietit 1,urd W� of the State of Florida Deed No, 19448, dated February 24, 1949, and recorded p`i iC:;, f949, i Deed Book 3130, Page 260, Public Records of Miami -Dade County, Florida, is by the Board of Trustees of thelnternal Improvement Trust Fund of the•State of Florida as to an '+ additional 58,887 square feet,:,lpote.}ar le§Cof;sub'naerged hay bottorh land in Biscayne Bay, which is more particularly described in Exhibit "I3" attached hereto and by this reference made a part hereof, for the sole purpose of allowing the City of Miami to enter into a lease agreement with Grove Marina Market, Ltd., a Monde limited partnership, for the operation of existing docking facilities as depicted on survey prepared by Mojarena & Associates, Lnc.,.dated May 12, 2004, Yob No. 03-0046 attached hereto as Exhibit "C" and by this reference made a part hereof. • 2, For and in consideration of this Amendment to Waiver of Deed Restrictions for the 58,887 square feet, more or less, of submerged bay bottom land in Biscayne Bay, which is more Particularly described above, the City of Miami is responsible to pay an annual fee to the Board of Trustees of fele Internal Improvement Trust Furid of the State of Florida for the use of these Iands. The annual fee for the first year shall be $5,388.16, which is computed at the rate of $0.0915 per square foot, The annual fee for each subsequent year shall be adjusted pursuant to provisions of Section 18-21.011, Florida Administrative Code. Any lapse of payment af'the • required fees by the City of Miami in excess of 30 days, will invalidate this Amendment to Waiver of Deed Restrictions and cause the waived Public Purpose Restriction to be reinstated as to the lands legally described in Section i above. Upon invalidation of this Amendment to Waiver of Deed Restrictions, all steuctures within the aforedeseribed area not utilized in a manner consistent with the Public Purpose Restriction must be removed within 90 days of notification of invalidation by the Department of Environmental Protection, Division of State Lands. 3. Except as expressly modified hereby, in each and every respect the terms of the original Waiver of Deed Restrictions No, 19448-D shall remain unchanged and the same arc hereby ratified, approved and confirmed by the Board of Trustees of the Internal Improvement Trust Fend of the State of Florida and the City of Miami as of the date of this Amendment to Waiver of Deed Restrictions. NTES'FIMDNY WHEREOF, the members °cilia BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OF FLORIDA have hereunto subscribed their names and have eause4 the cfpei sealof S4 BOARD OF TRUS THE INTERNAL 1-4\co0ygm4NT TRUST FUND cp THE STATE OF FLD \* A hereunto affixed in the City of-Tallai-upsee,•Fiorida, on this- th 2CO4 i .^A.;;;•:VV.';•P rt5•V (SEAL) 0A-121), OF TRUSTEES OF THE ,INTERNALpv1PROVENTNT --I-RUST-FUND, OP THE STATE r ?` • •' • .1. 1. 4 .... 111. APPROV D AS TO FORM AND LEGALITY E3y:zLu4L. Fj',114• DEP Attome CHARLIE CREST ATTORNEY GENERAL TOM GALLA . •• CHLEF FINANCIAL OFFICER CHARLES H. BRONSON COlvalISSIONER OF AGRICULTURE • As and ConstitMing the BOARD OF TRUSTEES OF THE INTERNAL IMPROWNTENT TRUST FUND OF TEE STATE OF FLORIDA IN WITNESS WHEREOF, the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida has sed this Am-ndrnent to Waiver of Deed Restrictions to be executed on this,Q— dayof+ 2004. Witnesses: Signature of Witness Ped Nan#',. of Witness Signature of Witness S441-14 . f Printed/Typed Name of Witness BOARD OF TRUSTEE INTERNAL IMPROV FUND E Eva Ai s ng, ',+',rector, Division of St e r ds, Department of Environmental protection, as agent for and on behalf of the Board of Trustees of die Internal Improvement Trust Fund of the State of Florida STATE OF FLORIDA COUNTY OF LEON The foregoing instruntent was acknowledged before me this /2/Idey of ra , 2004, by Eva Armstrong, as Director, Division of State Lands, Department of Envtr :Taal Protection, as agent for and on behalf of the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida. She is personally kn.wn to me, SEAL Signature of Notay Pohl' , State of Florida A.+,41 G.toc4ott lA Nodac Public Commission Number; Commission EX tom, Avis 3, Lockett Xi / CL%err9 D3 g 10104 IV& MO haipr t44141s NG ACCJPTANCE Accepted by tlre,City of,Miami on the a ' day ofDI(/Lf , 2004, ' (SEAL) • City of Miami ATTF..9I" riscilla A. Thompson City Clerk Approved As 'Co Form And Correctness: ' Maria J. Chiaro Interim City Attorney STATE OF FLORIDA COUNTY OF MOAMI-DADS • - CITY OF MvMIAMI, a municipal corporation of the State of f icrida Joe Arr,ola, City Manag The foregoing instrument was acknowledged before me this day of Jilt-) , 2004, by Joe Arriola and Priscilla A. Thompson, as City Manager and City Clerk, raspec ively, of of the City of Miami, a municipal corporation of the Slate of Florida, on behalf of the City, They are persohally known to me or produced as identification. °fella E. Perez lw"` CommlasiauH}D221)19 4' Expires: 3u126 2007 aord .1 1Tvv 'n,ur5' . Atlantic fiardlag Ca., IpSc. This Instrument Prepared by; Scott Woolam Department of Environmental Protection 3900 Commonwealth Boulevard Tallahassee, Florida 32399.3000 Not sls Public, State of arida Printed/Typed/Stamped Name Commission No.: Commission Expires: I''11111111111111111111111111111111111111111 • CFN 2O04RO4C-38184 cR ek 22337 Fes 149E - 151,21 (5P95) RECORDED O5/2d/2004 10:03:03 HARVEY- ¶UUfNI CLERK V COURT MIAMI-DADE COUHTYF FLORIDA CRTIICT The undersigned hereby certifies that she is the legal • custodian' of -the records, surveys, plate;. maps, field notes, patents and all other evidence touching the title and description of the public domain formerly filed in the Office of the United States Surveyor 3eneral, the United States Land Office at Gainesville, the S=ate Land Office and the Office of the State OE Florida Doard of Trustees of the Internal Improvement Trust Fund; and acting;; pursuant to the authority vested it +A' hereby certifies that the following attached documente and correct copies of the records on file in the of +a� dl• Board of Trustees of the Internal Improvement Trust F /� e e of Florida3 being Board of Trustees of the Interns' �Yoi�nQn rust Fund of t e ,State of Florida Waiver of Deed •=6tt�ic i No. 19440-D dated Docembes 12, 1983; IN WITNESS WHEREOF, 1 have hereunto set my hand, and have caused to be affixed hereto the Official Seal of the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida at its office in the City of Tallahassee on this the ,-,o,q.Htday of J1.D„ 2004. 1 V. n i S EAu,) ` ► rr,.. State of Florida Kathy H, Miklus Board of Trustees Planning Manager of the Internal State of Florida Improvement Trust Department of Bnvironmenta1 Protection Fund EXHIBIT A NO.194480 WAIVEROFBqDRESTRICIIOHS. • WHEREAS, the Board of Truatsna of .tha Intarnol Impovement.truat Fund of the State of Florida convoyed to tho City of Miami, a munici- pal corporation of the State of Florida, nertnin submerged hay. bottoms, ea more particuIary described in Trustues of the Internal Trust Fund Deed No, 19448, dated February 24, 1949, recorded April 11, L949, in Deed book 3130 at Paso 260 of the Public Records of Dade County, Floride; and WHEREAS, the above -described Deed contains a rentriction that the lends daucribed therein are "granted, bargained, sold and conVeyed to the City of Miami, for municipal purposes only"; and WHEREAS, the Commieeion of the City ofMiami adopted Resolution Ho. 02-234 on the.11th day of Harch, 1982, approving in principle a lease to Day Shore Properties, Inc., of 29,424 aquara feet, more or leas, of nabmarged bay bottom Land in tionsyns Bay lying beyond the existing balkhead llae; ond WIteREAS, the City Commission has accepted the waivr of deed restrictions!, granted by the Trustees of the Internal Improvement Trust Fund at their oteting of June 21, 1981., for the purpose of leasing the hereinafter doneribed nubmergad hay bottoms to Bay Shore Properties, Inc. for the colintruction and operation of an expansion of existing docking fa.cilitiess; ROW, THEREFORE, it ia hereby covenanted and agreed.; That the use restriction "for municipal pnrpoaea only" 4e; forth in the Trualeed of the Internal Improvement Trust Pond Deed Na. 19448, dated 'February 24, 1949, recorded in Deed Hook 3110 at pose 260 of the Public Records of Dade County, Florida, in hereby waived by the Trunieea sa,E the Internal Trust Fund as to the following described lands, for the sole purpose of Allowing the City of Hismi, a municipal corforation of the State of Florida, to enter into u lassie agreement with Bay Shore Proporttee, Inc. for the purpoau of permitting the construction f'additional docking facilities on the following described lands! to -wit! 1— Beginning at tho interaactlon of the Sl'1y,; extension of the SW'.ly.' line of Lot 24 Block 43 of tha plat of haw Biscayne Acid, as ahcwn' in' Plat Book B nt Paga' 16 of rho Public Records of Dada County, Florida with the Dads County Bulkhead line ao ahowa in Plat 8,00k' 7.4, Poge.3, ,9heet,5 of "the Public Records cf Dada County, Florida; thence run N 21' 41' 51" along said Bulkrtend Lino, f.ur'a dietanca of 84.87', to its intersection•vith tho SE'1y, uxtannion of rho NE'1y. line of the 514'Ly. 112 of Let 23 Block 43 of tlia aforesaid Plat of New Biscayne Amd,; thence run' S 40' 23" 32" g along the SE'ly, extension of said tfE'ly, line of the 5E'1y. 1/2 of Lot 23 for a distance of 283,72' to a point; thence run S 49' 36' 2'0' W for a distance of 115,68' to s point; thence run N 40" 2{' 32" 4f for a dietence of 225' to a point on the Dade County Bulkhead Line; thence M 21' 41' 51" E along said Bulkhead Line for a distance of 44,06' to the Point of Beginning of the herein described trace of enhmorgod laird-r Containing,r.Od75 acres, cr 29,424 square feet, more nr leas. The waiver of the :see reatrictien "far municipal purpaees"only" granted ahali continue in effect during the 11fa of the leano from the City. of Hiaoi to Rey Shore Properties, Inc', but.thc waiver shall ter— minate and canoe to be effective upon csnaellat.lon of termination of said lonse, Provided, however, that thin Waiver is executed nubject to the following specific atipulatione and conditions as follows: 11 Far and in conoiderntion of tlria Waiver of rcetr'Lctior.n, tha lessee, Bay Shore Properties, Inc., is responsible, for the City of Hiami, to pay an annual fee to the ftonrd of Trustees of the Internal improvement Trust Fund for the unm of 29,424 'square feet, more or lees, The annual fee of,$1',324.48, computed at the rate of $0,045 per equsre foot, provided however, that the rate shall be automatically adjusted rate and the terra June for lapse of to a new rental fee upon adoption of a rule revising this the revised rate shall be prospective for the remainder of of this waiver, and rauot be paid on or before the 21st of every succeedin3 year the Waiver remains in effect. Any payment of the required feea by Bay Shore Properties, Inc, in excess of 30 days, will invalidate this Waiver and cause the waived restrictiono to be reinstated, Upon invalidation of this Waiver, oli structures within the aforedeacribed area not utilized in a manner canaiatent with the restrictions of Doled Ho. 19448 roust be removed within ninoty (90) days of notification of invalidation byithe l a p e r t m e n t. 1 waiver of bard Roatrtctinn Deed , 19448—D Page 1.2,) 2. That Pay Shore Properties, Inc. shall ohtnin all requir consents' and permits from all concerned municipal, County, State a Federal governmental agencies, 3. The City Conm?atian aHall tutain the authority to cancel said leas,; agreement in the event any development would occur in the opera- tion by the lessee of the leased premises which is inimical to the' general public interest. 4. That the City Commission of the City of 4iani.ihall retain the authority to cancel auld lease agreement in the event of o need for the leased lands for public purposed other .than the municipal per — police found herein. 5. If said lease between the City of Miami and Day Shore Properties, Inc. is cancellad or cotes into the state of default, this Waiver of dead restrictions is thereby cancelled, and the waived restriction(' within Deed No. 19448 arm reinstated. b. There shall be no livesbcarda allowed 'within the subject area without the prior consent of the Board and unless adequate sewage pumpout facilities, approved by the Department of Environmental Regulation era provided, 7. The City of Miami hereby convenant and agrees to investigaite all claims of every nature at Ito expanse, and t❑ indemnify, defend and hold and save harmless the Aoard ci' Truatceo of the Internal Improvement Trust Fund and/or the State or ?.oride frog all claims, octiena, lawsuits and demands arising out of this Heiver. 8_ No failure, or successive failures, on the part of the Aoard to enforce any provision, nor any waiver or. successive waivers on its part of any provi4ion herein, shall operate nu a discharge thereof or render the Dame inoperative nr impair the right at the Board to enforce the save upon any renewal thereof or in the event of sub- sequent breech or braaeitea . waiver of Deed Restriction Need No. 19448-D Page 3 ~�^�— •t i'r Ya Y. �.Y.:f I N'[ar X U2 Lt T PAGE IN WITNESS W11ERE0P, the Truatcea of the Internal Improvement Trust Pund of the State of Florida have hereunto subscribed their names end have reamed the official 'seal of said Trustees to ha hereunto affixed, in the City of Tellahesaes, Florida, on this the day o f c2644-++1 ch..... , A. 13. (SEAL) Trustees of the Internal Improvement Trust Pund •1 t t o xn nay C c ne r a l ��� . T^^--_�_ A :o Iptroller Treasurer 7 i y J�f I /Jjf Comma sinner of Edugrion Caerfaie Baer of AQrlou3ture Au and Conotituting the Trusteed of the internal improvement Trust Fund of the State of Florida Accept d by the City of Miami, on behalf of Bey Shore Properties, Inc. in thalCity of Hioni, Florida on the /2_ �_- day of A' 0, 14 City Manager (SEAL) City of Miami City of Miami rl'ES;1.,!) ("al?. Th CLERK Waiver of Deed Reetrlrtian Deed No. 14448-1a Pige 4 APPIt VEi3-.4S TOFORM AND CORRECTNESSt ose R. Garcia -Pedrosa City Attorney riF•1.I.'.:La: VI:SIT PARCZ Ay A pa-cc5 ut gubmerged land in Biscayne Bay being in Seceon 22. Tcwnahlp 54 South, Range 41 East, MJAMI-DADE County, Florida, being maa particulart des tbed as follows: Commence attire Northerly corner of t of 20, Blodc43. 'RHODES AMENDED PLAT OF NEW 6iSCAYNO, according to Cie Plat thereof as recorded in Pint Bock B, at Page 18, of the Pabile Ro orda of MVAM1-OADE County. Florida; thence South 40'23'42 Enstalong the Northerly line of said Lot 20 and its Southeasterly prolongation thereof for 691_46 feet. more or teas, to a point of intersediion xitf the Dade County bulkhead line (U.S. Harbor Line) as recorded in Piet Book 74, Page 3 (Sheet 5), of the Pub Records of MWMI-DADE County. Florida; thnnca continue South 40'23'47 East along the said Southeasterty prolongation cf tine Northeasterly lure of Lat20 for 270.0 fee thence South 49'3329' West for 41.09 feet more or lass to the Point of Beginning of the berekt descrberi submerged parcel of tend; thence South 39'2515' East. .9315 feat tthence South 50'34'45' Word, 92.00 feet- thence North 39'25'1S' west, 66.51 feet thence North 49'3328' Fast, 92-015 feet to the Point of Beginning. Containing 0.19±Acres. ' PARCEL B2 A patcsl of submerged land In Biscayne Bay being In Sad5on 22, Township 54 South. Range 41 East, MAMI-DADE County, Florida. more par4ailarty desr-ihed ore folld3va: Cammgnr1ru3 at the kits:reaction of the Saudis: a36orty extension d the Southwes#elty One or L ct 24, Block43. of the Plat of'REIM BtSCAYNE AMENDED', as shown In Plat Book 13', at Page 16. of the Pub&c Records of MUAdFDADE County, Florida. with the Dade County Wildhoed Boo *a *team 3n Plat Book 74, at Page 3 (Sheet 5). of the Public Records of MIAMt-)ADE County. Florida; thence nun S 21'41'51' W along said bulkheadtine for a dirfnnoa of 44.86 Saabs the Point of Beginning of the he aln described parcel of submerged land; thence S 40'7332" E. 225.00 fa. et thence N 40'3&'10' E 92.14 toot thence S 40-7i'32' E, 63.38 feet hearses S 49'3618' W. 120 25 fees; thence N 40•23 32` W, 27'3.50 feet to a point on the aforesaid MLAMI- A37 E County bulkhead line; thence N 21'41'51 E on said bulkhead line. 31.81 feet to the Paint of Beginning_ Containing 0.315t Acres_ - SURVEYORS `SEAL Unr... r yeam ew alur.hii sod Lra original clout mewl of a Ftorllja ti[anwd suretyce and reapperofizs+n+Wreprst ka fur Vdtrineo si purposes s only end Is rot veld REVISED: BOUNDARY SURVEY I}�EHY�rxr rr7i.e nova n.4 r,Try'r..ermi. r er t...prsmua asp.<,a sesacomftlpir lapse rs orira rn Irlsalol re.,aota pa, et toll by de RL'itnA aa+r¢s OF taktiO SLRVEYOFC3F r.-,epur estasr-Q Forme iterpnitc.er. Cacti P - * , ar .,4T2r7:0, Ybba Mama Th.,. NM wrfopt,.r.moi 4vr+h'a at[.. pats. mtl.+rwanraa alter fiats • • NELSOt&,y(7JAFtENA rr.slkrtst.d 3rxv.ymA &Upper No 5504 SGehe. of Florida SHE_T 2 OF MOJARENA & ASSOCIATES; INC_ Lend Surveyors & Mapper* Cort3Ticate of Auttiortzaton Not 6n98 12925 S.W.137_nd Avenue - Mfamt, Florida 33166 (305) 276-2494 1-1_00L1 ZONE: VE DATE: 05-12-04 SCALE Not to Scale BASE 16 o vN. BY 1-109 NO- BS). B_ It 030xs PARCEL 2 'A parcel of submerged land being mere partiaifarly descibed as follows: (Commence at the Northerly corner of Lot 20, Block 43, of 'SAMUEL RHODES PLAT OF NEW BISCAYNE", according no the Plat thereof recorded In Plat Book "B" at Page 16, of tha Public Records of MIAM#-•DADS County. Florida; thence South 40°23'42' East along the Northerly lira of said Lot 20 and its Southeasterly prolongation thereof for 691.46 feet, mom or loss. to a point of intersection with the Dada County bulkhead line (U.S. Harbor Line) as recorded in Plat Book 74. Page 3 (Sheet 5), of the Publo Records of MIAMI-DADE County. Florida, said point being the point of beginning of the following described parcel ufsubmerged land; thence continua South 40'23'42' East along the said Southeasterly proiongadon of the Northeasterly line of Lot20 for 270.0 feet thence South 48'33'29' West for 166.94 feet, more or less to the point of intersection with the Souheasterfy prolongation of the Southwesterly line of the Northeasterly'f� of said Lot 23, Block 43; thence North 40723'42' West along the Southeasterly prolongation of the Southwesterly line of the Northeasterly 4 of said Lot 23 for • 183.76 feet, more or lea a, to a point of intersection with the said Dade County bulkhead line; thence North 21'41'51' East along said Dade County bulkhead lino (U.S. Harbor Line) for 134.53 feet. more or less; thence North 49'3329' East along said Dada County bulkhead line for 3.87 feet, more or lees to the Point of Beginning. Less and Except the following parcel of submerged lands _ A parcel of submerged land. adjacent to Section 22, Township 54 South. Range 41 East Miami -Dade County, Florida being more particularly described as follows:Cornnience at the Northerly corner of Lot 20, Block 43, of SAMUEL RHODES PLAT OF NEW BISCAYNE, according to the Plat thereof, recorded in Plat Boek'6' at Page 16 of the Public Records of Miarni-Dade County, Florida; thence South 40'23'42" East along the Narthoriy line of said Lot 20 and its Southeasterly prolongation thereof for 601.46 feet, more or loss, to the point of intersection with the Dada County Bulkhead Line (U.S. Harbor L1ne) as recorded in Ptat.Book 74, Page 3 (Sheet 5) of the Public Records of Mianml-DadeCounty, Florida, thence continue South 40"23'42" East along saki Soirtiieasterty prolongation of the Northeasterly lino of said Lot 20 for 127.00 feet mare or less, to the paint of Intarsaction with a lino, being the Northerly prolongation of the Southeast face of an 8 foot wide concrete dock thence South 50-4200" West fort 1U feet more or- less, to the Northeast comer of said dock and the Point of Beginning for the following described parcel of submerged land; thence South 50'42'00'.West along said Southeastfaco of the dock for 8.00 feet, more or less, to the South comer of the dodo; thence North 4023'42' West. along the Southwest face of said dock, for 124.11 feet, more or tom, to the point -of intersection With said Dada County Bulkhead Line (U.S. Harbor Line); thence North 21'41'51' East along said Dade County Bulkhead Line-(U.S. Harbor line) for 5.50 feet thence North 49'33'29" East along said Dade County Bulkhead Line (U.S. Harbor Lyre) far 257 feet, more or less. to the Northeast face of said dock thence South 40'23'42' East along said Northea_st face of the dock. for 126.98 feet, more or lass, to the Point of Beginning. Said described parcel contains 1008_0 square feet, more or less. CERTIFIED TO: Thirteen Times Two, LLC; Garcia &Baloyra;Attorneys' Title Insurance Fund, lnc PREPARED FOR Thirteen Times Two, LLC, 2550 S_ Bayshora Drive, Miami, FL 33133 SURVEYOR'S SEAL Unlaaa 5 beam the sIgleture and O/ origt:•an ra aa® veal d • Fronde ]carved ser,syrr and mapper. CIts maphrput k for ktiorinatiared pxapesas arty *Rd is not REVISED; - BOUNDARY SURVEY I FFSFAYI K 1Fy_]},.r Era ac�dsad snort.. made wow n rmaxa °%. chm-Sia .rid 11,,1: tm.:laiy ■+r.a,1 1.1.4cmt,".o.d.usodorr •,.by5 FLORIDA mover o t.,rrio stRVEYazu k. crmot.r etas 7-, Mend. hadairreraLva. Del•, p` i ant 5atitx14T1A7i, Fkkk'a zm>.... -More a.., no .x,v.d.:,aq o.v,.p.. somernieda mp.mrtvao1. pit rr.uxi.4.><aaWNW a..e.. NELSON M Rep.6tread Surveyor Z. Mapper No. 5504 SHEET OF 3 • MOJARENA & ASSOCIATES, INC_ Land Surveyors 3 Mappers Certificate of Authortzatiotn No. 6698 • 12925 SM. 132nd Avenue . Mama, Fiorkia 33186 (305127'8-2440 4 FLOOD20N VE BASE' 16 DATE {SCALE Dryly_ BY IJOB NO. AVIAY30M AVENUE ae _ .rr.rs 13.4.11.00 ...r r of .a...traa I..ra.wq . Ya .�1�6r.r r,..rr•...rr. .ma wr...Lr..rr-rt• a....Li..nRwwlw.�•..,ti.>l v.vni • e ,Sena... maw, wnrur.+..........- e,... �.r r (Ir..._....ra.,arati.m • —..... r- -----^ ....ra...,P.a.a a_. Rome ... Errafg ."^ !rev �.+vti . .«` .-a ...M. , a.. .. .......� ....— ,r+raa.•a _-....G--. w....a. ........a... .s .6...... .ram •• .-...new 1oi)t a.e al w.rm.K M aray....ray....� ...1.. .P...a 6►.. t ......, .aar.ow. .....a . ......aaut.. Y... ..oar. .. .. / fir d^Wtr...—.—.�....,:slow++twar..air. ra P. o-. ww1.1 -.µ._ M P...LW c.a. r.1 ..+-a.rr.. ram. — inf _41 i...ar.YM..V a...i..ltn ..S am.. W ..-f s. ti1 .... 4+.. . or.. �4 T c� sr� � .a-...ri ....+ a.m... ..r.r....� Ya! a. Imar ...- rrr..mom...r•raasR .�.- N --a La 1;Xf3Tll�`S C PARCEL A2 A parcel of submerged land In Biscayne Bay being In Section 22, Township 54 South, Flange 41 East, MIAMI-DADE County, Florida, being mom partfculeriy described es follows; commence at the Nerthetfyconer of Lot 20, Stock 43, 'RHODES AMENDED PLAT OF NEW BISCAYNE". according to She Plat thereof as Iec.onted In Plat Bock 8, at Page 16. of the Public Records or MIAMI-DADE County, Florida; thence South 40'23`42` East alma the Northerly lino of said Lot 20 and Its Southeasterly prolongation thereof for 691.46 feet, mom or loss, to a point of intersection with the Dade County bulkhead lute (U_S. Harbor fine) es recorded in Plat Book 74, Page 3 (Sheet 5), of the Public Records of ML AI—DADE County. Florida; thence continue South 40'2342' East along the said Southeasterly prolongation of the Northeasterly Une of Lot 70 for270,0 feat thence South 49'33'29" West for 41.09 feet, mare or less: to the Point of Beginning of the herein described submerged parcel of land; thence South 39'25'15' East, 90.15 feet thence a r• ' -. West, 92.00 feet thence North 39'25'15" West, 88.51 feet; thence North 4S-3328' East, 92.015 feet to the Point of Beginning. Containing 0_19±Acnas_ PARCEL B2 A parcel of subm commencing at Boats "Er, at, Page Public Reaxrds or dasc ibed parcel of sub ay being In Section 22, Township 54 South, Range 41 East, MIAMI-DADE County, Florida, more particularly descrbed as follows: theaster3y extension of the Southwesterly fine of Lot 24, Block 43,, of the Plat of 'NEW BISCAYNE A1tAENDED', as shown In Plat s of MIAM -DADE County. Florida, with the Dodo County bulkhead Goo as shown In Plat 5ook74, et Page 3 (Sheet5), of the y. Florida; thence run 5 21'41'51' W along said bulkhead line for a distance of 44.85 feet In the Point of Beginning of ti-e herein , thence 3 -40'23'32" E. 225.00 feet thence N 49'36'18" E, 92.14 feet; thence S 40'23'32" E, 83.39 feet: thence S 49`36'18" W. 12025 foot thence N 40'23'32' W, 273.50 feet to a point on the aforesaid MLAMI-DADE County bulkhead flno: thence N 21-4151 E said bulkhead fine, 31-31 feet to the Point of Beginning. Conaining 0.315w Acres - PARCEL C2 A parcel orsubmerged land In Biscayne Bay In nx,lk., i 72, Township 54 South, Range 41 East, AAtAM1-DA.DE County. Florida, lying Southeasterly of Lot 24, Stock 43, of 'SAMUEL RHODES PLAT OF NEW BISCAYNE', as In Plat Book'B', Page 16, of the PubOc Records of MIAMI-DADE County, Flnrids, being more particularly described as 7ollovir r Begin at the Southwesterly coiner of said Lot 24, sold comer being in the mean high water fine of alsrayne Bay: thence S 40'23'32" E along the Southeasterly extension of the Southwesterly tine of said Lot24, far518.57 feet to a point to the MIAMI-DADE County bulkhead line established for this area as shown on map In Plat Book74, Page 3 (Sheet.), of the Public Records of MIAMI-DADE County, Florida; iota; thence S 21'41'51" W along said bulkhead One. 87.75 font to a point an the Southeasterly Sine extension of the Southwesterly Right -Of -Way Case of Aviation Avenue: thence N 40'23'32' W, s(ang.said Southeasterly extension Fine of said Southwesterly Right -of -Way line: 88.93 feel; thence N 49'3518" E. 25.98 feet; thence N 40-2332` W 46024 feat thence 5 57'25'54` W, 26_23 rest to a point art the aforementioned Southeasterly extension of the Southwesterly Right -of -Way line ofAviation Avenue; thence N 40'2332* W on the aforementioned extension of the afore -mid Right -of --Way flee, 25.24 feetlo the face of an existing concrete hufici eed:.thence N 5725'54' E along the face of an existing concrete bulkhead for a distance of 60.57 feet to the Point of Beginning_ ContaIning 0.49i Acres SURVEYOR'S SEAL Unless IL bens air 1y, a and the original re bed sear of a Florida Scarred surveyor and soap• lhfe meene',bortis fur lnkarneacral perporesrt orgy and in no! wltd_ REVISED: BOUNDARY SURVEY 7 HEREBY CF1i7fpr Tree n ..herd purelytirm mods rrlar . aww• .um.rUsy marts the *+dun Vanr_at W,drd• ma oaf kX5 Qy ass FLpnr3h Hr]rao OF LNia aJsys nos ✓n LT.pe.r 01647- , Fiarrda + aM*. [ad., prrra-Y io rarer, 472hEYt, F1s1da 5 aooa Then ae m rv.,w......�t4 a,.r�c roe *Fpw+'v on a,, prate viol%. ueesilmrFi Mar Can n NEI SOC Rogi, resod Surveyor & Mower Nis. 5504 State of Florida SHEET-2 OF 3 MOJARENA & ASSOCIATES, INC. Land Surveyors .S Mappers Certificate of Author¢aton No. 68'28 ti 12925S_W.132ndAvenee Miami, Florida 33188 (305) 225-249. FLOOD ZONE VE BASE 16 DATE i15-12-44 SCALE: putt& BY Not to Scab l3D_ .105 NO. 03-0048 ti PARCEL 2 O A parcel of submerged land being more particularly described as follows: (Commence at the Northerly comer of Lot 20, Brock 43. of'SAMUEL RHODES PLAT OF NEW BISCAYNE", according to the • Plat thereof recorded in Plat Book'13" at Page 16, of the Public Records of MIAMI-DADE County, Florida; thence South 40'23'42' East along the Northerly line of said Lot 20 and its Southeasterly prolongation thereof for 691.46 feet, more or less, to.a point of intersection with the Dade County bulkhead Rile (U_S. harbor Line) as recorded in flat Book 74, Page 3 (Sheet 5), of the Public Records rl of IAIAMI-DADECounty,.Florida, said point being the point of beginning of the fallowing described parcel of submerged land; thence continue South 40'23"42".East along the said Southeasterly N prolongation of the Northeastedy line of Let 20 for 270_11 feet; thence South 49'33'29" West for 166.94 feat more or less to the point of Intersection with the Southeastery prolongation of the 1019 Southwesterly line of the Northeasterly h of saki Lot 23, Block43; thence North 40°23'42" West along the Southeasterly prolongation of the Southwesterly line of the Northeasterly h of said Lot 23 for P; G 183_76 feet more or lens, to a point of intersodlon with the said Dade County bulkhead tine; thence North 21'41'51' East along said Dade County bulkhead line (U.S. Harbor 1 lne) for 184.53 feet, Cl more or less; thence North 49'3320" East along said Dade County bulkhead lino for 3.87 feet, more or less. to the Point of Beginning. ▪ Less end Except the fdlowing panel of submerged lands L7 Co A parcel of submerged land adjacent to Section 22, Township 54 South, Range 41 East, Miami -Dade County, Florida being more particularly described as follows: Commence at the Northerly corner of p < Lot 20, Block 43, of SAMUEL RHDDES PLAT flF NEW BISOAYNE, according to the Plat thereof. recorded in Plat Book "H' at Page 16 of the Public Records of Mlaml-Dade County, Florida; Thence Dill South 40'23'42' Foaf along the Northerly line of said Lot 20 and its Southeasterly prolongation thereof for 691.46 feet, more or less, to the point of intersection with the Dade County Bulkhead Lirie (U.S_ Harbor Line) ars_reccitried in Plat Book 74, Page 3 (Sheet 5) of the Public Records of Mieml-Dade County, Florida. thence continue South 40'23'42' East along said Southeasterly prolongation of the Northeasterly line ofsatd Lot 20 for 127.00 feet more or less, to the point of intersection with a line. being the Northerly prolongation of the Southeast face of an 8 footwide concrete dock thence South 50 42'00' West for 1.10 feet. more or less, to the Northeast corner of said dodo and The mint of Beginning for the fallowing described parcel of submerged land; thence South 50'42'00'.L+ssi along said Southeast face of the dodo for 8.0{l feet, more or less, to the Southcomer of be dock; thence North 40'23'42' West, along the Southwest face of said dodo, for-124_11 feet, mare or Tess, to the point of intersection with sand Dada County Bulkhead Line (U.S. Harbor Line); thence North 21'41'51- East along said Dade County Bulkhead Line (U.S_ Harbor line) for 5_80 fret thence North 49'33'29- East along said Dade County Bulkhead Line (113. Harbor Line) for 287 feet, mom or less, to the Northeast face of said dock; thence South 40'23'42" East, along said Northeast face of the dock, for 126.98 feet, more or less. to the Point of Beginning_ Said described parcel contains 1008.0 square feet, more or less. CERTIFIED TO: 'Thirteen T6rres Two, L1.C; Garcia & Balayra; Attorneys' Tide insurance Fund, Inc PREPARED FOR. Thirteen -Times Two, LLC. 25.;f3 S_ Bayshore Drive. Kam], FL 33133 SURVEYOR'S SEAL aTHTE OF FLOr UOA, CC LINTY OF DF.Oi: +,sEr;O„Y cERrl Yrbei rl s - ��LL �e:+, pf:tia - , nan�7f rite. r1f,� a o:: ,..te of1311111 untrue It b-ars the akresresa awl the crisps! xelsed seat or a media 8censed surveyor and nsppe , mh mapurepat is ttelreormationai purposes arty end Is not REVISED: y Farad anj i1.17It',c at - BOUNDARY SURVEY 11[Z.FE.e7 et!F[tlFr:7t+et t,e aas,t,ea .army wan maG. .,der my romps-is/AG elm-7o mrldsitsgseelay merit the oto run tad ice+. r-a as eel tm h fl rl-oRtak 4CJVili OFLtib aJF[VEYoa44 ki Ctw pt.r 61G17-6, F?Cr1cle lwhlr►Z.iti• Cobs, puma to Sees: 472027. Fixida Steno: There ua ra eruoerl:,my,, osv'.e , aI1.matita aappeisiroj on y�plat or ri.."+i....erar4� rn vrr Cram e NELSON tENA� Regtdered Steveynr 5 Mapper No, 5504 States crl Pork a SHEET 3 OF 3 MOJARENA & ASSOCIA ! 1rS, INC. Land Surveyors & Mappers Certificate of Authorization too_ es s • 12925 S.W. 132nd Avenue Mlarrtt, Honda 33780 (305) 273-2494 FLOOD ZONE VE BASE ! 6 s DATA 05-12 0-'. SCAI..E. Not to Soak, DWN. BY E1_D_ JOB NO_ 131-004E ii_J ..._..1 ;..; ---- 1 F b T-D ,I.TOTHY2 NtAML,110) 'DNT "AM! flfiMin • capitalbanlc-us.coin CAPITAL BANK Phone 1800.639.5111 January 28, 2015 c/o Robert Christoph, Jr. Bayshore Landings, LLC 300 Alton Rd., Suite 303 Miami Beach, l L 33139 To Whom It May Concern: In connection with the proposed assignment of the lessee's interest in. the City of Miami ground lease of the property located at 2550 South Bayshore Drive from Bayshore Landing LLC to Aligned Bayshore Marina LLC, the leasehold mortgage loan currently held by Capital Bank will, in Capital Bank's discretion, either be (1) accelerated and due and payable or (2) assumed by Aligned Bayshore Marina, LLC and amended as the parties may agree. If Capital Bank's leasehold mortgage loan is paid in full, then Capital Bank's leasehold mortgage will be terminated, and consequently Capital Bank will not require any written notices from the City of Miami as Landlord under the ground lease. If Capital Bank's leasehold mortgage loan is assumed as set forth above, then Capital Bank will not unreasonably withhold its consent to a simple amendment to the ground lease attaching a new state submerged lands lease, which new state submerged lands lease shall be subject to Capital Bank's reasonable review and approval. Sincerely ClWilson Senior Vice President Commercial Real Estate Lending PIA Oh c CERTIFICATE OF MANAGER OF BAYSHORE LANDING, LLC The undersigned, Robert W. Christoph, Jr., does hereby warrant and certify as follows: (1) 1 am a duly appointed, qualified and acting Manager of Bayshore Landing, LLC, a Florida limited liability company (the "Company") (2) The status of the Company is currently active pursuant to the records of the Florida Department of State. (3) The Company has not been dissolved or terminated and no proceedings for dissolution or termination are currently contemplated. (4) I am a duly appointed, qualified, incumbent and acting Manager of the Company. The other manager of the Company is Robert W. Christoph. (5) I hereby certify that the Company has duly authorized the execution and delivery of that certain Fourth Amendment to Lease Agreement between the City of Miami and the Company in the form attached ehreto as Exhibit "A." IN WITNESS WHEREOF, I have executed this Certificate as of the 24th day of February , 2015. Robert W. Christoph, Jr., Manager SIGNATURE PAGE TO CERTIFICATE OF MANAGER EXHIBIT "A" FOURTH AMENDMENT TO LEASE AGREEMENT BETWEEN THE CITY OF MIAMI AND BAYSHORE LANDING, LLC This Fourth Amendment to Lease Agreement (this "Amendment") is entered into effective as of the day of February, 2015, by and between the City of Miami, a municipal corporation of the State of Florida (the "City"), and Bayshore Landing LLC (assignee of Grove Marina Market, Ltd., which was assignee of layshore Properties, Inc., the "Company") for the purpose of amending that certain Lease Agreement between the City and the Company (authorized by City Commission Resolution No. 85-717, adopted July 18, 1985, with related ballot language approved by referendum of the voters on August 13, 1985) dated September 20, 1985, as assigned by Bayshore Properties, Inc. to Grove Marine Market, Ltd. on March 16, 1986, with Acceptance of Assignment of Lease dated March 14, 1986 and Consent dated as of March 16, 1986, all as amended by: (1) that certain Memorandum of Understanding dated August 30, 1991 (the "1991 Memorandum"), (2) that certain Memorandum of Understanding dated September 10, 1993, (3) that certain Amendment to Lease Agreement dated November 14, 2001, (4) that certain Second Amendment to Lease Agreement dated August 20, 2004, and (5) that certain Third Amendment to Lease Agreement dated December 24, 2004, copies of which are attached hereto as Composite Attachment 1(the Lease Agreement dated September 20, 1985, the Assignment of Lease dated March 16, 1986, the Acceptance of Assignment dated March 14, 1986, the Consent elated March 13, 1986, the Memorandum of Understanding dated August 30, 1991, the Memorandum of Understanding elated September 10, 1993, the Amendment to Lease Agreement dated November 14, 2001, the Second Amendment to Lease Agreement dated August 20, 2004, SIGNATURE PAGE TO CERTIFICATE, OF MANAGER and the Third Amendment to Lease Agreement dated December 27, 2004 are hereinafter collectively referred to as the "Agreement", "Lease Agreement" or "Lease"). WIIEREAS. pursuant to the Lease Agreement, the City leased to Bayshore Properties, Inc. certain property located at approximately 2550 South Bayshore Drive, Miami, Florida (the "Property" or "Leased Premises"), commencing September 30, 1985 and expiring on May 31, 2035; and WHEREAS, pursuant to an Assignlnent of Lease dated March 16, 1986, Bayshore Properties, Inc., assigned to the Grove Marina Market, Ltd. its rights and obligations under the Lease Agreement with an Acceptance of Assignment of Lease dated March 14, 1.986, and said assignment was consented to by the City by virtue of that certain. Consent to Assignment dated as of March 16, 1986; and WHEREAS, the Property comprises upland and submerged land, a portion of which lies within an area deeded to the City by the Board of Trustees of the Internal Improvement Fund of the State of Florida (the "Trustees") pursuant to Deecl No.19448; and WHEREAS, Deed No, 19448 contains a restriction that the lands described therein are granted, bargained, conveyed and sold to the City of Miami, solely for public purposes, including municipal purposes; and WHEREAS, the Trustees approved a Waiver of Deed Restrictions on June 21, 1981; and WHEREAS, in 2004 it was discovered that the legal description of the Property contained in the Lease Agreement did not accurately describe the submerged lands currently and historically used by the Company; and SIGNATURE PAGE TO CERTIFICATE OF MANAGER WHEREAS, in connection with that discovery it was determined that: (i) a portion of such submerged land used by the Company is owned by the City pursuant to Deed No, 19448 from the Trustees, and, therefore, subject to the restrictions thereof and (ii) certain boats that dock along the first pier of the Property encroach onto State of Florida submerged lands not owned by the City of Miami but owned by the State of Florida; and WHEREAS, it was therefore necessary to obtain: (i) an Amendment to the Waiver of Deed Restrictions to expand the scope of the waiver to include such submerged land and the docks that lie within the arca deeded by the Trustees, and (ii) a sovereignty submerged lands lease agreement for that area of encroachment; and WHEREAS, the City Cominissioa adopted Resolution 03-857 at its July 24, 2003 meeting, authorizing: (1) the City Manager to execute a submerged lands tease with the State of Florida for the submerged lands currently utilized by the Company for dockage purposes; (2) acceptance of an amended waiver of deed restrictions to accurately reflect the area being utilized by the Company; and (3) the City Manager to execute an Amendment to the Lease Agreement to accurately describe the lands being leased to the Company; and WHEREAS, on August 20, 2004, Grove Marina Market, Ltd assigned its rights to Bayshore Landing, LLC, the City provided its Consent to Assignment, and the Company and the City entered into the Second Amendment to Lease Agreement ("Second Amendment"), which incorporated a new Exhibit A-1 to the Lease Agreement to accurately reflect the legal descriptions of the upland and submerged land leased to the Company, an acknowledgement by the Company of the imposition of rental payments due to the State for the use of the submerged lands owned by the State and the Waiver of Deed Restrictions, a clarification of certain other SIGNATUM PAGE TO CERTIFICATE OF IvIANA(;ER terms and conditions of the Lease Agreement and other terms and conditions as set forth therein; and WHEREAS, on December 27, 2004. the City and the Company entered into a Third Amendment to Lease Agreement to amend the Lease Agreement and add certain provisions to protect the Company's Leasehold Mortgagee; and WHEREAS, on November 14, 2011, as permitted by Section 31 of the Second Amendment, the City provided its Estoppel and Consent Certificate regarding internal transfers of interests by the Company; and WHEREAS, on March 2013, as permitted by Section 31 of the Second Amendment regarding further internal transfers of interests by the Company, the Christoph Family Trust became the sole indirect owner of the Company so that I-IMG Bayshore LLC no longer had an ownership interest in e-f--the Company, and the Company accordingly amended its related Sublease for the Downstairs Restaurant with Bayshore Rawbar, LLC; and WHEREAS, on January 22, 2015, the City Comtnission authorized the City Manager to execute a Lease Renewal with the Trustees for the submerged lands associated with the Property ("State Submerged Lands Lease Renewal"), indicating that the City Manager has been previously authorized to enter into a related sublease modification with the Company for the State Submerged Lands Lease Renewal; and WHEREAS, Capital Bank, N.A., as the Company's current Leasehold Mortgagee, as of February , 2015 has reviewed the State Submerged Lands Lease Renewal (attached and incorporated as Exhibit 13) and has consented to this Fourth Amendment (with said Consent attached as Exhibit t3-2), under the terms and conditions set forth by the parties below; and SIGNATURE PAGE TO CERTIFICATE OF MANAGER WHEREAS, the Company's authorized representatives to execute this Amendment are set forth in Exhibit C, attached hereto and made a part hereof; NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and in consideration of other valuable consideration, the parties covenant and agree as follows: (1) incorporation of Recitals: The recitals and findings set forth above are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Amendment. (2) Amendment Effective Date: The effective date of this Amendment shall be the date upon which it is executed by the City Manager and attested to by the City Clerk (the "Amendment Effective Date"). (3) The Lease Agreement is hereby amended as follows: (a) Exhibit A: Exhibit A of the Lease Agreement is hereby deleted in its entirety and replaced with Composite Exhibit A-2, attached hereto and made a part hereof. Any and all references to Exhibit A shall hereinafter be deemed to refer to Composite Exhibit A-2. Exhibit 13 of the Lease Agreement is hereby deleted in its entirety and replaced with Exhibit B-1, attached hereto and made a part hereof. Any and references to Exhibit 13 shall hereinafter be deemed to refer to Exhibit B-1, attached hereto and made a part hereof. (b) Section IA is hereby amended and restated as follows: 1 A. Acknowledgment of State Conditions: The City has received the following from the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida (the "Trustees"): (a) the 10-year State Submerged Lands Lease Renewal, renewal date effective as of July 1, 2014, attached hereto and made a part hereof as Exhibit B-1, for the property identified as Parcel C2, on Composite Exhibit A-2 attached hereto and made a part hereof (the "State Lease Property"), containing 21,344 square feet, more or less, to operate an existing 34 slip docking facility for the mooring of commercial and recreational vessels in conjunction with the upland commercial marina and restaurant; and SIGNATURE PAGE TO CERTIFICATE OF MANAGER (b) a Waiver of Deed Restrictions and Amendment to Waiver of Deed Restrictions (collectively, the "Waiver") attached hereto and made a part hereof as Exhibit C, for the property identified as Parcels 2, A2, 5 and B2, as more particularly described in Composite Exhibit A-2 attached hereto and made a part hereof (the "Waiver Property"), containing 88,311 square feet, more or less, of deeded submerged lands associated with the use of the upland commercial marina. The Company has been provided copies of the State Submerged Lands Lease Renewal and the continuing Waiver (collectively the "State Agreements") and agrees to comply with all of the terms and conditions of the State Agreements in all material respects, The Company acknowledges that Section 10 Assignment of Lease Renewal of the State Submerged Lands Lease Renewal as of the Effective Date of this Amendment (a) only permits the City to grant a sublease to the State Lease Property to Bayshorc Landing, LLC or their leasehold mortgagee, and (b) that any sublease to any other entity shall require prior written approval of the State of Florida (the "State"). The Company acknowledges that Section 19 Renewal Provisions of the State Submerged Lands Lease Renewal allows for its renewal at the sole option of the State. The Company and the City agree to use commercially reasonable good faith efforts to obtain such State renewal. Such renewal shall be subject to the terms, conditions and provisions of management standards and applicable laws, rules and regulations if effect at that time. In the event that the City and any approved sublessee are in. full compliance with the terms of. the State Submerged Lands Lease Renewal, the State will begin the renewal process. The term of any renewal granted by the State shall commence on the last day of the previous lease term. In the event the State does not grant a renewal, the City and any approved sublessee shall vacate the leased premises and remove all structures and equipment occupying and erected thereon at their respective expenses, as applicable. The obligation to remove all structures authorized by the State Submerged Lands Lease Renewal shall constitute an affirmative covenant upon the City's, and any approved sublessee's, respective interests in the riparian upland property more particularly described in Attachment B to the SIGNATURE, PAGE TO CERTIFICATE fit: MANAGER (c) State Submerged Lands Lease Renewal, which shall run with the titles to the Lessee's and any approved sublessee's respective interests in said riparian upland property and shall be binding upon the Lessee, any approved sublessee, and their respective approved successors in title or successors in interests. In the event the State Submerged Lands Lease Renewal is not renewed or expires prior to the expiration of this Agreement or further sublessees are not approved by the State; (1) the Company shall cease to operate the slip docking facility and any wet slips that encroach onto the State Lease Property, and (2) this Agreement shall terminate as to the State Lease Property, Section 1B is hereby amended and restated as follows: 1 B, Payments to the State; Notwithstanding anything contained in the State Agreements to the contrary, the Company and the City and any other approved sublessee shall pay their respective shares of the payments due to the State during the term of the State Agreements and any extensions thereof, as follows: (a) State Submerged Lands Lease Renewal: (a) Section 2. Lease Fees: Commencing as of July 1, 2014, the City shall pay to the State for the State Lease Property annual rent in an amount not to exceed $2,000.00, increased annually based upon increases pursuant to Rule 18-21.011, Florida Administrative Code. The initial annual base rent for the period from July 1, 2014 through June 30, 2015 is $2,487.18 plus sales tax pursuant to Section 212,031, Florida Statutes, if applicable. The amount of the annual lease fee for the remaining years of the State Submerged Lands Lease Renewal shall be adjusted pursuant to provisions of Rule 18-21.011, Florida Administrative Code; and (b) Section 3. Wet Slip Rental CertificationiSuppleniental Payment: (A) The City, the Company, and any other approved sublessee, as applicable, shall provide upon the request of the State any and all information in a certified form needed to calculate the lease fee specified in paragraph (a) above, including the income, as defined in subsection 18-21,003(31), Florida Administrative Code, derived directly or indirectly form the use of sovereignty submerged lands on an annual basis, SIGNATURE ['AGE TO CERTIFICATE OF MANAGER When six percent (6%) of said annual income exceeds the base fee or minimum annual fee established pursuant to Rule 18-21.011, Florida Administrative Code, for any lease/sublease year during the term of the State Submerged Lands Lease Renewal, the State shall send to the City and the City shall send to the Company or any other approved sublessee, as applicable, a supplemental invoice for the difference in the amounts for that lease/sublease year. (B) The instrument or agreement used by the City, the Company, and any other approved sublessee to transfer or assign the right to use a wet slip at the docking facility to a third party shall include a provision that clearly notifies the wet slip renter/user/holder that if the wet slip renter/user/holder subsequently transfers his/her right to use said wet slip to another party, the instrument or agreement used to transfer said wet slip shall contain a provision that requires six percent (6%) of the annual gross income derived from said instrument or agreement for the use of said wet slip be paid to the City, who upon receipt, shall report and transmit said amount to the State. The Company and any other approved sublessee, as applicable, may elect to transmit such amount directly to the State, with copies of such transmittal information to the City. The instrument or agreement used by the City, the Company, or any other approved sublessee, as applicable, to transfer a wet slip shall also include a provision that clearly notifies the wet slip renter/user/holder that no interest in said wet slip may be further transferred unless a substantially similar provision to the one contained in the preceding sentence is placed in each succeeding instrument or agreement used to transfer said wet slip to each new wet slip renter/user/holder. (C) The City, the Company, or any other approved sublessee, as applicable, shalt submit to the State, with a copy to the City, each instrument or agreement used by the City, the Company, or any other approved sublessee, as applicable, to transfer or assign the right to use a wet slip at the docking facility to a third party annually at the same time the City, the Company, or any other approved sublessee, as applicable, submits the required Annual Wet Slip Revenue Report to the State, with a copy to the City, as applicable. Thirty (30) days prior to the due elate, the Company or any other approved sublessee, as applicable, shall pay to the City for remittance to the State, or the Company or any other approved sublessee, as applicable, may elect to pay to the State directly, any and all rental fees as provided for in SIGNATURE? PAGE TO CERTIFICATE OF MANAGER the State Submerged Lands Lease Renewal in excess of $2,000 as increased annually based upon increases pursuant to the Florida Administrative Code, (ii) Waiver on Parcels 2 and A2: The City shall pay to the State for Parcels 2 and A2 annual fees that shall in the aggregate not exceed $27,000, as increased annually based upon increases in the CPI. The initial annual base fee for the period from October 1, 2004 through June 30, 2005 shall be $3,103.20; thereafter, the annual base fee shall be calculated' each year for the period from July through June 30`h of the following year. Thirty (30) days prior to the due date, the Company shall pay to the City for remittance to the State any and all other amounts due pursuant to the Waiver which are in excess of $27,000, as increased annually based upon increases in the CPI as provided above. (iii) Waiver on Parcels 5 and B2: Thirty (30) days prior to the due date, the Company shall pay to the City for remittance to the State one hundred percent (100%) of any and all fees due to the State pursuant to the Waiver on Parcels 5 and B2. (iv) The City shall remit payments due to the State during the term of the State Agreements and any extensions thereof within seven (7) days after the City shall have received all fees due from the Company for the State Lease Property and the Waiver Property. In the event the City does not timely remit such payments as provided above, the Company may make such payments to the State, and any portion thereof that the City is obligated to pay as aforesaid may be deducted by the Company from the next rental payment(s) due from the Company to the City.. (d) Section 2 of the Agreement is hereby amended as follows: Section 2. Term: The term of this Agreement shall commence on the 30th day of September, 1985 and shall encl on the 31"day of May, 2035. Notwithstanding any other provision of this Agreement, the term of this Agreement with regard to the State Lease Property shall expire on the earlier of: (1) the expiration or earlier termination of the State Submerged Lands Lease SIGNATURE PAGE TO CERTIFICATE of MANAGER Renewal (or any further renewal or extension thereof), or (2) May 31, 2035. (4) No linplied Modifications: Except as specifically provided herein, all of the terms and provision of the. Agreement shall regain in effect. IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment to the Lease Agreement on the day and year first above written. ATTEST: City of Miami, a municipal corporation of the State of Florida By: By: Todd B, Hannon, City Clerk Daniel J. Alfonso, City Manager Approved As To Form And Correctness: Victoria Niendez, City Attorney Approved as to Insurance Requirements; Anne -Marie Sharpe, Risk Management Director SIGNATURP. PAGE TO CERTIFICATE OF MANAGER WITNESSES: Bayshore Landing, LLC, aFlorida limited liability company Signature Print Narne Signature Print Name By: Name: Title: Composite Attachment 1— Collective Historic Lease Agreements Composite Exhibit A-2, including Exhibit B, B-1, and 13-2 — Collective State Submerged Lands Lease Renewal and Waiver Exhibit C - Corporate Authorization SIGNATURE PAOL. TO CERTIFICATE OF MIANAGER EXHIBIT "A" Attached. MIAM [ 245,1707. [ 73 [90 [ 07 18 BXHIB1T "B" Attached. iv[ [AMM 1 2454707,1 73190107 18 EXI-IIBIT "C" Attached. MIAMI 2454707,1 7319013718