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AGREEMENT INFORMATION AGREEMENT NUMBER 24098 NAME/TYPE OF AGREEMENT GROVE BAY INVESTMENT GROUP, LLC DESCRIPTION AMENDMENT TO LEASE AGREEMENT/CONSTRUCTION OF TEMPORARY FOOD & BEVERAGE ESTABLISHMENTS/FILE ID: 12311 /R-22-0276/MATTER I D : 22-636 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 10/11/2022 DATE RECEIVED FROM ISSUING DEPT. 10/11/2022 NOTE DOCUSIGN AGREEMENT BY EMAIL DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 CITY OF MIAMI DOCUMENT ROUTING FORM ♦ 11[4RPORM° » ' .(�+ O H ORIGINATING DEPARTMENT: DREAM DEPT. CONTACT PERSON: Sandy Lila EXT. 1461 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Grove Bay Investment Group, LLC IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ® YES ❑ NO TOTAL CONTRACT AMOUNT: $NIA FUNDING INVOLVED? ❑ YES ® NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ® LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT OTHER: (PLEASE SPECIFY): PURPOSE OF ITEM (BRIEF SUMMARY): Amendment to the lease agreement to authorize Grove Bay Investment, LLC (GBI) a period of seven (7) years of operation of Provisional Structures in order for GBI to recoup their investment. COMMISSION APPROVAL DATE: 07/28/2022 FILE ID: 12311 ENACTMENT NO.: R-22-0276 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: Date PLEASE PRINT AND SIGN ROUTING INFORMATION APPROVAL BY DEPARTMENTAL INTERIM DIRECTOR September 21, 2022 02 : 30: 35 EDT PRTNT: Jacqueline SIGNATURE: PRINT: Ann-MarieEDI SIGNATURE: Lorenzo Docu,S,igneddLy: C"3-'__- _ ds.'''v, [F20AD4DF... harpe SUBMITTED TO RISK MANAGEMENT _ N/A Assigned ACA: Isiaa Jones (9 September 21, 2022 08.40.14 SUBMITTED TO CITY ATTORNEY Matter ID#: 22- 636 October 4, 2022 I 15:05:57 EDT EDT PRINT: Victoria SIGNATURE: Mendez DocuSigned by: vi,no--,:et APPROVAL BY ASSISTANT CITY MANAGER October 5, 2022 I 16:39:51 EDT PRINT: Larry SIGNATURE: M. spring o457... ,Doc RECEIVED BY CITY MANAGER October 7, 2022 I 09:55:05 EDT PRINT: ArthurlQoriega STGNATURE:[4 PRTNT: Todd SIGNATURE: V1D4 DocuSigned by: N`"€" OCF6C372DD42A... B. annon DocuSigned by: ATTESTED BY THE CITY CLERK 1) ONE ORIGINAL TO CITY CLERK, October 11, 2022 1 15:10:40 EDT c,:- „,-,/- . _ _______ E46D7560DCF1459... 2) ONE COPY TO CITY ATTORNEY'S OFFICE, 3) REMAINING ORIGINAL(S) TO ORIGINATING DEPARTMENT PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 Final Execution Version AMENDMENT TO LEASE AGREEMENT BETWEEN CITY OF MIAMI AND GROVE BAY INVESTMENT GROUP, LLC THIS AMENDMENT TO THE LEASE AGREEMENT ("Amendment") is made effective as of September , 2022, by and between (i) THE CITY OF MIAMI, a municipal corporation organized under the laws of the State of Florida (the "City") and (ii) GROVE BAY INVESTMENT GROUP, LLC, a limited liability company organized in the State of Florida ("Grove Bay"). WHEREAS, the City, as Lessor, and Grove Bay, as Lessee, entered into that certain Lease Agreement, dated October 24, 2013, for the development and use of certain City -owned waterfront property, as more particularly described in Exhibit "A" attached hereto and incorporated herein by specific reference (the "Property"), as amended and supplemented by that certain Grove Bay Parking Facilities Agreement dated February 8, 2016, by and among City, Grove Bay and the Department of Off -Street Parking of the City of Miami, d/b/a Miami Parking Authority, as further amended by the First Amendment to Grove Bay Parking Facilities Agreement (as amended, the "Lease"); and WHEREAS, the Lease provides that Grove Bay will construct a "Formal Restaurant," as defined in the Lease, at the location indicated for the Formal Restaurant in the Proposal submitted by Grove Bay (the "Formal Restaurant Area"), which is legally described on attached Exhibit "B"; and WHEREAS, as a result of a number of factors, Grove Bay has requested that the City permit the construction of provisional structures within the Formal Restaurant Area prior to constructing the permanent buildings included in the Proposal, which provisional structures will be built in substantial conformity with the plans attached hereto as Exhibit "C" (the "Provisional Structures"); and WHEREAS, the Provisional Structures are intended to be occupied by food and beverage establishments, which use constitutes a permitted use under the Lease; and WHEREAS, in order to recoup the investment made in the Provisional Structures, Grove Bay has been authorized pursuant to Resolution R-22-0276 an authorized period of seven (7) years of operation of the Provisional Structures; WHEREAS, pursuant to that certain Hold Harmless Agreement entered into by the City and Grove Bay, dated of even date herewith and attached hereto as Exhibit "D" (the "Hold Harmless Agreement"), Grove Bay agreed to discontinue operation of the Provisional Structures after such seven (7) year period (the "Removal Deadline"); and WHEREAS, the Lease commits Grove Bay to pay to the City an amount equal to the greater of (x) Minimum Base Rent or (y) Percentage Rent; and WHEREAS, the Percentage Rent applicable to the Formal Restaurant Area is equal to five percent (5%) of Gross Revenues, as defined in the Lease; and DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 WHEREAS, in consideration for the City permitting the use of the Provisional Structures for a period terminating on the seventh (7th) anniversary of the issuance of the certificate of occupancy thereof, Grove Bay agrees to (x) increase the Percentage Rent applicable to the Formal Restaurant Area and (y) obtain a temporary or final certificate of occupancy for the permanent structures contemplated in the Proposal within the Formal Restaurant Area within two (2) years after the seventh (7th) anniversary of the issuance of the certificate of occupancy, use, or similar authority for the Provisional Structures; and NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. The City hereby agrees to permit Grove Bay to use the Provisional Structures for their intended purpose for the period commencing on the date on which the City grants a certificate of occupancy (or, if granted earlier, the temporary certificate of occupancy or equivalent certificate of use or similar authority to commence operations) for the Provisional Structures and terminating on the seventh (7th) anniversary of such date (the "Provisional Use Period"). 2, Section 4.1.3.i) of the Lease is deleted in its entirety and replaced with the following new sentence: i) 5% percent of the Gross Revenues from the Formal Restaurants; provided, however, that, during the Provisional Use Period, the Percentage Rent from the Formal Restaurants shall equal the following: Percentage Gross Revenue Rent Less than $10,000,000 5% $10,000,000 - $15,000,000 7.5% Greater than $15,000,000 10% The above Percentage Rent applicable within the Formal Restaurant Area will revert back to 5% upon the conclusion of the Provisional Use Period. Except for the amendment of such subsentence, Section 4.1.3 of the Agreement remains unchanged. 3. Within two (2) years after the Removal Deadline, Grove Bay shall have obtained a temporary or final certificate of occupancy for the permanent structures contemplated in the Proposal for the Formal Restaurant Area (subject to Force Majeure). The Landlord's sole remedy for a default of the foregoing deadline will be a termination of Grove Bay's leasehold interest to the Formal Restaurant Area. DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 4. The parties hereby ratify and confirm the Agreement and affirm that the Agreement is in full force and effect and, except as modified by this Amendment, remains unchanged. In the event of any conflict between the terms of the Agreement and the terms of this Amendment, the terms of this Amendment will prevail. 5. This Amendment may be executed in one or more counterparts, each of which will treated as an original copy of this Amendment and all of which, when taken together, will be deemed to constitute one and the same instrument. The exchange of copies of this Amendment and of signature pages by facsimile transmission or by electronic mail in PDF format will constitute effective execution and delivery of this Amendment as to the parties and may be used in lieu of the original instrument for al purposes. Signatures of the parties transmitted by facsimile or by electronic mail in PDF format will be treated as their original signature for al purposes. This Amendment may also be executed by use of electronic signatures as determined by the Florida Electronic Signature Act or other applicable laws. [signature page follows] DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first set forth above. ATTESTED BY: DocuSigned by: 41111111 ■ By: Todd Hannon City Clerk APPROVED AS TO FORM AND CORR> '6AL g :by: cryuHroF Men Victoria ez City Attorney By: September 21, 2022 CITY OF MIAMI, a municipal corporation of the State of Florida By: DocuSigned by: CDocuS`i'gned by: 1.4%., 850CF6C372DD42A... Art Noriega City Manager 08:40:14 EDT GROVE BAY INVESTMENT GROUP, LLC, a Florida limited liability com Name L-eS-e rid-cZ Title C7 a.. a i a �X yi.rd CO •. ••era �4.:.P G Bv: Name Title �/ Aor ) _3 al) M Company Name p By: duardo J. Garcia Authorized Me ' • er CORPORATE SEAL DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 * IM16119PZ CAA * 1959fi I.. G 0 R City of Miami Legislation Resolution Enactment Number: R-22-0276 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 12311 Final Action Date:7/28/2022 A RESOLUTION OF THE MIAMI CITY COMMISSION AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE AN AMENDMENT TO THE LEASE AGREEMENT ("LEASE"), BETWEEN THE CITY OF MIAMI ("CITY") AND GROVE BAY INVESTMENT GROUP, LLC ("GROVE BAY"), IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, AMENDING THE LEASE TO AUTHORIZE THE CONSTRUCTION OF TEMPORARY FOOD AND BEVERAGE ESTABLISHMENTS AND RELATED PROVISIONAL STRUCTURES (COLLECTIVELY, "PROVISIONAL STRUCTURES") WITHIN THE LOCATION DESIGNATED FOR THE FORMAL RESTAURANT FOR A MAXIMUM OF SEVEN (7) YEARS IN EXCHANGE FOR INCREASED PERCENTAGE RENT APPLICABLE TO SUCH PROVISIONAL STRUCTURES; ALSO REQUIRING THAT A CERTIFICATE OF OCCUPANCY OR TEMPORARY CERTIFICATE OF OCCUPANCY FOR THE FORMAL RESTAURANT IS OBTAINED WITHIN TWO YEARS AFTER THE 7 YEAR TEMPORARY USE AUTHORIZATION PERIOD; WITH ADDITIONAL TERMS AND CONDITIONS AS MORE PARTICULARLY SET FORTH IN THE AMENDMENT. WHEREAS, the City of Miami ("City") is the owner of certain real property located at 3385 Pan American Drive, Miami, Florida 33133 ("Property"); and WHEREAS, Grove Bay Investment Group, LLC ("Grove Bay") was awarded Request for Proposal No. 12-13-001 - Lease of City -Owned Waterfront Property for Marina/Restaurant Uses ("RFP"); and WHEREAS, pursuant to the RFP, the City and Grove Bay entered into that certain Lease Agreement, effective as of October 24, 2013 ("Lease"), with respect to the Property; and WHEREAS, the Lease provides that Grove Bay shall construct a Formal Restaurant on a portion of the Property designated in Grove Bay's original proposal to the RFP and that the percentage rent applicable to the Formal Restaurant shall equal five percent (5%) of gross revenues therefrom; and WHEREAS, Grove Bay has requested that the City permit the construction of temporary food and beverage establishments and related provisional structures (collectively, "Provisional Structures") at the location of the Formal Restaurant for a maximum of seven (7) years prior to constructing the permanent Formal Restaurant ("Provisional Use Period"); and WHEREAS, within 2 (two) years after the Provisional Use Period Grove Bay shall also ensure that they obtain a Certificate of Occupancy or Temporary Certificate of Occupancy for the formal dining restaurant; and WHEREAS, Grove Bay has agreed to pay increased percentage rent for the Provisional Structures as follows: five percent (5%) of gross revenues up to ten million ($10,000,000), DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 seven and one half percent (7.5%) of gross revenues between ten million ($10,000,000) and fifteen million ($15,000,000), and ten percent (10%) of gross revenues exceeding fifteen million ($15,000,000) (collectively, "Provisional Percentage Rent"); NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The City Manager is authorized' to negotiate and execute an amendment to the Lease, in a form acceptable to the City Attorney, amending the Lease to authorize the construction of the Provisional Structures within the location designated for the Formal Restaurant for Provisional Use Period, and within 2 (two) years after the Provisional Use Period Grove Bay shall also obtain a Certificate of Occupancy or Temporary Certificate of Occupancy for the formal dining restaurant in exchange for the Provisional Percentage Rent, with additional terms and conditions as more particularly set forth in the Amendment. Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.2 APPROVED AS TO FORM AND CORRECTNESS: dez, ity ttoney 7/19/2022 1 The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to, those prescribed by applicable City Charter and City Code provisions. 2 If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 EXHIBIT "A" LEASE 5 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 EXHIBIT "A" LEASE 5 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 LEASE BETWEEN THE CITY OF '1MIAMI AND GROVE BAY INVESTMENT GROUP, LLC FOR THE USE OF A CERTAIN PORTION OF THE CITY -OWNED PROPERTY LOCATED AT 3385 Pan American Drive, Miami, Florida 3349 Pan American Drive, Miami, Florida & 3351 & 3377 Charthouse Drive, Miami, Florida DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 LEASE AGREEMENT This 1.EASL ACJRE.LMENT (-Lease") is made as of the day of , 2013. by and between the CITY OF MIAMI, FLORIDA ("Lessor") a municipal corporation of the State of Florida having its offices at 3500 Pan American Drive, Miami, Florida. 33133 and GROVE I3AY INVESTMENT GROUP, LLC, a Honda limited liability company, huvina its offices at 2950 SW 27 Avenue, Miami, Florida, 33133 ("Lessee" ), The Lessor and Lessee, together the "Parties " agree as follows. ARTICLE I DEFINITIONS Section 1.1 Definitions. Any word contained in the text of this Lease shall he read as the singular ni the plural and as the masculine, feminine or neuter gender as may be applicable in the particular context. More specifically, however, for the purposes of this Lease, the t011owing words shall have the meanings nttnhuted to them in this Section. I 1 I "Add.tional Rent" means all additional sums, charges, or amounts of whatever nature to be paid by lessee, not defined as Minimum Base Rent or Percentage Rent, in accordance with the provisions of this Lease. whether or not such sutras, charges or amounts are referred to as additional rent. 1.1.2 "Applicable Law" means all laws of the United States. Florida Statutes, City of Miami and Miami -Dade County ordinances, codes, rules, regulations, resolutions, orders, judgments, decrees and injunctions from courts having jurisdiction over the Property, rules, and requirements of State and local hoards and agencies with jurisdiction over the Property, now existing or hereafter enacted, adopted, foreseen and unforeseen, ordinary and extraordinary, which may be applicable to the Property or any part of it 11.3 "Assignment" means the complete transfer of the rights and obligations of the Lessee under the Lease to a third party, whereupon the third party Assignee becomes the Lessee under the lease and takes over all of the Property and the rent and other obligations associated with the lease, thereby assuming the prior tenant's rights and obligations. 1.1.4 "Assignee" means the third -party entity taking over the rights and obligations of the Lessee or assignor or owner of the Leasehold Estate. 1.1.6 "Business Days" means Monday through Friday excluding legal holidays. 1.1 7 "C jsual Restaurant" means the restaurant operating at the location indicated for the casual restaurant in the Proposal characterized by a casual atmosphere and generally at a price point lower than that of the Formal Restaurant. 11.8 "City" means the City of Miami. a municipal Corporation of the State of Florida. 1 L9 "City Manager" means the administrative head of the City's government who is authorized to execute this Lease and other documents included notices hereunder_ 1.1.10 "Date of Taking" means the earlier of (i) the date on which actual possession of all or less than all of the Property, as the case may he, 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. as the case may be, has vested in any lawful power or authority pursuant to the provisions of Applicable Law 1.1 11 "DEP" means the Stare of Florida Department of Environmental Protection 1.1 12 "Effective Date" means the date this Lease is fully executed and legally binding upon the Parties, only after final approval by the City and a public referendum. 1.1.13 "Equity Contribution" means the equity in the Project provided by I.essee personally or through one or more Persons, which are wholly owned by the Lessee and over which Lessee retains voting control, shall equal not less than $17,900,000, inclusive of the Lessee's contribution to the Parking Facilities_ The foregoing sum shall include all demonstrable hard costs and soft costs, including, but nut limited to, architectural, consulting. and legal fees, reasonably related to the Project expended or reimbursed by the foregoing parties prior to or after the date hereof. The Lessee has deposited funds in escrow in the amount of $ 7,000,000 (the "Good Faith Escrowed Funds"), which funds shall he available to Lessee in order to ensure that Leasehold Improvements required by the terms of this lease are paid and for other hard costs and soft costs reasonably related to the Proleet The Ciood Faith Escrowed Funds shall he deemed to constitute a portion of the Equity Contribution. DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 1.1 14 "Fair Market Rent" means the rent that a similar property with the entitlements currently applicable to the Property, without consideration of the Leasehold Improvements constructed by the Lessee, would bring in a competitive and open market under all conditions requisite to an era's length transaction, the parties each acting prudently, knowledgeably, and assuming the rent is not affected by undue stimulus. Implicit in this definition are the following assumptions: (i) Both parties are typically motivated, (ii) Both parties are well informed or well-advised and acting in what they consider their own hest interest; ( lit) A reasonable time is allowed for exposure in the open market, (iv) Payment is made in terns of cash in U.S dollars in terms of financial arrangements comparable thereto, and (v) The rent represents the normal consideration for property leased, under the current market conditions (as of any date as of which Fair Market Rem is determined) unaffected by special or creative financing or concessions granted by anyone associated with the Lease. 1.1 15 ''Formal Restaurant" means the restaurant operating at the location(s) indicated for the formal restaurant in the Proposal characterized by a price point generally higher than that of the Casual or a semi -casual Restaurant. L1 16 "Fore: Mateure" means any period of delay which arises from or through acts of God: strikes, lockouts, , riot. or civil commotion, act of war; tire or other casualty; legal requirements: delays caused by the other party; and causes beyond the reasonable control of a party I 1 17 "Gross Revenues" shall have the meaning described in Section 4.l 3 of the Lease 1.1.1t 'Impositions" means all governmental assessments, including assessments imposed by the City and the State of Florida, franchise tees, fire tees, excises, license and permit fees, submerged land tees, levies, charges, and taxes, including ad valorem real estate taxes on the Property and the leasehold Estate„ general and special, ordinary and extraordinary properly levied against the Property and the Leasehold improvements and/or the Lessee's Leasehold Estate which constitute a hen on the Property nt the Leasehold Improvements, due as a result of the Lessee's use of the leasehold and'or due to the Lessee's operation of a commercial business on the Property. 1.1 19 "leasehold Estate" means all of Lessee's right, title and Interest as Lessee in, to and under this Lease, the Property and the Leasehold Improvements. 1.1 20 "Leasehold Improvements" means a description of remodelingiren ivation work to he done to the physical plant as described in Exhibit "A" entitled "Schedule of Leasehold improvements.' and all furnishings, fixtures, or equipment to he installed in accordance with Section 6 1, and all other items and improvements installed or constructed thereafter, from time to time during the Lease Tenn that are hereafter located upon the Property. 1.1 21 "Leasehold Mortgage" means a mortgage or other instrument which constitutes an encumbrance or lien upon the Leasehold Estate or any part thereof, or any related personal property, and Lessee's interest in the Leasehold improvements (including Lessee's interest as suhlessoi in any present or fixture Subleases and any other interest of the Lessee in the Leasehold improvements), as security for any loan, including any eonstniction loan; provided, however, that no Leasehold Mortgage shall encumber Lessor's tee simple interest in the Property. 1.1. 22 "Lear•,hnld Mortgagee" means any holder of a Leasehold Mortgage or any note or notes secured thereby. 1.1.23 "Lease Term" means the period of time fixed in Section 3.1 and shall he deemed to include each Renewal Terra fixed in Section 3.2 if Lessee exercises the applicable Renewal Option for Lessees right to renew the Lease. 1 1.24 "Lease Year" means twelve (12) consecutive months commencing or. the Effective Date The first Lease Year shall begin on the Fffective Date. Each succeeding Lease Year shall commence upon the anniversary date of the Effective Date. 1 1.25 "Lessee" has the meaning ascribed to it in the opening paragraph of this Lease as well as Lessee's successors and assigns. 11.26 "Licensee" means Grove Key Marina, Inc., the current operator of the marina and casual restaurant located on the Property DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 1.1.27 "MPA" means the Department of Off -Street Parking of tit,: City of' Miami, J b;a Miami Parking Authority. In relation to the parking obligations in this pease, the term Lessor and MPA shall be used interchangeably 1.1.28 "Minimum Base Rent" means the annual Minimum Base Rent due and payable by the Lessee on a monthly basis for the use of the subject Property in the amount set forth in Section 4.! I 1 1.29 "Marine Retail Store" means an establishment in which 50°%o or more of the floor area is stocked with supplies and equipment designed primarily or exclusively for use in commercial fishing or recreational boating. Examples of such supplies and equipment include navigational instruments, marine hardware and paints. nautical publications, nautical clothing (e.g., foul -weather gear), fishing supplies and marine engines. 1.1 30 "Net Condemnation Award" means the actual amount of the award paid in connection with or arising from the taking of all or less than all of the Property. as the ease may. he, Icss all reasonable out-of-pocket expenses incurred by Lessor or Lessee to connection with obtaining such award, including, without limitation, nll reasonable attorneys' fees and disbursements incurred in connection therewith. 1.1.31 "Net Insurance Proceeds" means the actual amount of insurance proceeds paid following an insured casualty to the Leasehold Improvements less all costs and expenses including reasonable attorneys' fees incurred by the Lessee with respect to the collection thereof. 1 1 32 "Net Sale Proceeds" shall mean the net proceeds to Lessee, or owner transferring such interest, (pursuant to Article XI herein), remaining after payment of (i) any other debt relating to the Property as prorated proportionately to the interest being transferred; and (ii) all reasonable costs and expenses of the sale or Transfer, including commissions, fees, and closing costs 1.! 33 "Parking Facilities Conditions" mean the satisfaction of following conditions precedent. (a) the completion of constriction of the Parking Facilities, including, without limitation, the Guaranteed Parking Spaces, as evi,!enced by a permanent Certificate of Occupancy or Certificate of Completion, a, applicable, (b) the completion of constriction of the Parking Facilities Retail Area, materially in accordance with the 'Gray Shell Standards" descnhed on Exhibit ''B" attached hereto, and the issuance tic a permanent Certificate of Occupancy thercfo;, and (c) Lessor, Lessee and the N'IPA shall base entered into an agreement pursuant to which (1) the MPA shall make available In Lessee. Ii)r use by Lessee and Sub- lessees, and their respective employees, patrons and customers, suppliers and contractors ("Qualified Parkers"), of approximately 497 parking spaces (as may he adjusted based upon final gross leasable retail square footage of Parking Facilities Retail Area constricted by the MPA), on a nonexclusive basis (the "Guaranteed Parking Spaces"), open during the one hour before through the two hours after the established operating hours of the Permitted Uses on three hundred sixty-five day per year basis, throughout the Lease Term, at hourly and daily parking rates whieh shall not exceed the parking rates in effect from time to time for comparable parking facilities in Coconut Grove. provided that for the first 1,case Year, there shall be no charge for the first hour ol'parking for each Qualified Parker, and that for the second Lease Year thereafter, the charge for the first hour of parking for each Qualified Parker shall he one hall' of the charge for each successive hour. (2) the MPA shall make available to employees of Lessee or of any Sub -lessee (as identified to Lessor (or the MPA) from time to time) a ,et parking. rate at a discount to Qualified Parkers, (3) the MPA sets forth a validation program for Lessee's patrons consistent with the commitments set forth in the RFP, (4) MPA agrees to maintain and repair the Parking Facilities, (5) the MPA agrees following any casualty to immediately commence and diligently pursue any required restoration to the Parking Facilities, including the Parking Facilities Retail Area, and (6) the City agrees, upon any casualty to the Parking Facilities, and until completion of the restoration of the Parking Facilities, to use its hest efforts to make available to Lessee a number of parking spaces equal to the Guaranteed Parking Spaces within close proximity to the Property on the sarne basis and terms applicable to :he Guaranteed Parking Spaces. 1.1.34 "Parking Facilities" means the structure the Miami Parking Authority (the "MPA") will constrict to provide parking to service the Property, which will include the Guaranteed Parking Spaces and the Parking Facilities Retail Area. MPA shall constrict the Parking Facilities Retail Area as part of' the Property. 1 1.35 "Parking Facilities Retail Area" means the ground floor retail area to be constricted as pan of the Parking Facilities, I.1 36 "Percentage Rent" means those amounts described in Section 4,1.3. below. 1.1.37 "Possession Date" means the first day following the latter to occur ol'the following: (i) approval ol'this Lease by referendum as contemplated in the RFP, (ii) execution of this Lease by all parties, and (iu) the Licensee vacates the Properly and the Lessor delivers to Lessee possession of the entirety of DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 the Propery 1.i.38 "Projoett" means the planning, designing, renovating or redeveloping. leasing, managing and operating of a mixed -use waterfront facility as contemplated by the Proposal. 1.1.39 "Properly" means the land, buildings, improvements and authorized submerged lands located at 3385 Pan American Drive, 3349 Pan American Drive, 3351 & 3377 Chan Huusc Drive, Miami, Florida, as more particularly described in Composite Exhibit "Cl" attached herewith and incorporated herein by reference. Specifically, Property shall include all ol'the retail spaces located within the Parking Facilities, but not the parking spaces or land upon which the Parking Facilities will be constntcted Upon issuance of a Certificate of Occupancy for the Parking Facilities, the final description of the Properly, including the Parking Facilities Retail Area, shall be annexed to this Lease as Exhibit "C2," 1.1.40 "Proposal" means the document received by the Lessor dated May 10, 2013 in response to the RFP, a copy of which is available at the City Clerk's Office and incorporated herein by this reference. 1,1.41 "Rent" means Minimum Rase Rent or Percentage Rent, as such amounts are described and fixed in Section 4.1.1 and 4,1.3, and adjusted pursuant to the terms of Section 4.1.2 herein. 1.1.42 "REP" means the document entitled "Request for Proposals ("RFP") No. 12-13-001 Lease of City -owned Waterfront Property for Marina/Restaurant/Garage Retail Uses" located at 3385 Pan American Drive and 51 Chart House Dnve, Miami Florida. issued by the City of Miami on January 1 I. 2013. and the addenda thereto, a copy of which is available at the City Clerk's Office and incorporated herein by this reference 1 1.43 "Sublease" means any lease (excluding this Lease), sublease, license, concession_ permit agreement, or other agreement by which Lessee or any person or other entity claiming under Lessee, demises, lease.,, subleases, licenses or suhlicenses to or permits the use or occupancy by another person or entity of any part of the Property and Leasehold Improvements. 1 1.44 "Suhleasehold Estate Transfer" means any direct or indirect, voluntary or involuntary, sale, transfer, or assignment of any right, title or interest in and to any Sublease or any Suhleasehold Estate 1.1.45 "Sub • lessee" means any person, firm, corporation or other legal entity using or occupying or entitled to use or occupy any part of the Property or the Leasehold Improvements under a Sublease_ 1.1.46 "Submerged Lands" means any Submerged Lands adjacent to the Property which have been authorized for marina or marine -related uses by the Lessor and/or the I.essce by the State of Florida Board of Trustees 1'or Internal improvement foist Fund or by its administrative aim, the DEP 1.1.47 "Submerged Land Fees" means all fees, waivers, rentals and taxes as determined by DEP and any and all government agencies for the use of the Submerged 1.ands area 1 1 48 "Third Parry Caterer" means any person or entity providing lhod, supplies, entertainment, or other related services at any event or Gathering held at the Property and, if person_ such person does nut have direct familial relationship with any of the equity holders of the lessor or, if an entity, such entity is not owned, directly or indirectly. by any of the equity holders of the Lessor The phrase "direct familial relationship means a spouse, child, sibling, parent, grandparent, grandchild, or first cousin 1.1.49 "1 rinsferee" means the receiving entity of a transfer in accordance with Article XI 1.1 50 "Transfer of Control" means any interest assignment which results in is change in voting and operational control of Lessee. I.1.51 "Transferor" means the owner who is transfciring in accordance with Article XI herein. herein. ARTICLE II LEASE OF PROPERTY Section 2.1 I.ease ufProperty. The Lessor does hereby lease, let and demise to the Lessee. and the Lessee hereby leases Iiom the I essor the Property. subject to the terms and conditions in this Lease. to have and to hold the Property. with all of the rights, privileges and appurtenances, 'hereunto belonging or pertaining, for the term herein specified, unless this Lease shall be sooner terminated in a manner hereinafter provided. Section 2.2 Purpose of Use and Occupancy. The Lessee will use and occupy the Property as a fitll-setvice, dry ,.storage marina. with ancillary minor boat repair functions, other ancillary marine -related services, fuel sales, other related food serviecs, one or more casual restaurants, one or more formal restaurants, retail uses and such other uses as contemplated in the Proposal (the "Permitted Uses") and for no other purpose or ase of any kind. DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 The mat ina shall provide for dry storage racks or comparable storage equipment. aecorenk dating the storage of a minimum of 400 boats. Vessels stored at the marina sha.l be 28 feet nr lesser in length The retail uses shall be located in the Parking Facilities Retail Arca on the ground floor of the Parking Facilities, In addition, retail uses shall he permitted In such areas designated tiff retail uses tin the Proposal (the "Outer Permitted Retail Arens"). Lessee agrees that the Parking Facilities Retail Area and the Other Permitted Retail Areas shall not allow tenants operating adult novelty shops, gun shops and pawn shops The parking garage portion of Parking Facility will be managed. operated and the parking spaces leased out by the MPA The Lessee agrees to use its best efforts to obtain pennits necessary to construct the pier set forth in the Proposal In addition to the foregoing, the Lessee agrees to use hest efforts to construct two additional host launches at the location described rn the Proposal. The Lessor acknowledges that its consent may he required to construct such additional boat launches and, to the extent such approval is necessary, Lessor hereby agrees not to unreasonably condition, delay and withhold approval thereof. For avoidance of doubt, the cost of such additional boat launches and any improveinents necessary to the baywalk associated thereto shall count towards the Equity Contribution as set forth in the Pit/pool Lessee agrees that should the additional boat launches located at Grove Harbour (as described in the Proposal) not he available for use, that the Lessee shall construct the on -site boat launch as depicted in the Proposal. The (i) terraced open-air space located over the Formal Restaurant (as described in the Proposal) and (ii) the Ater set forth in the Proposal, each subject to ohtaining applicable appro)als and upon completion thereof, shall he available for public use, subject to such reasonable access and use restrictions as established from time -to -time by Lessee. Section 2.3 Use of Submerged Lands The use of any submerged land owned by the State of Honda, adjacent to the Property, shall he subject to approval by lne DEP and may contain restrictions .set forth by DEP for the use ot'said submerged lands, as more particularly described in Exhibit "D" attached hereto to be incorporated dnd made a pun hereof. Section 2 4 Suzfatal ity of Property. Lessee acknowledges that neither the Lessor nor any of Lessor's officers, representatives, or employees has made any representation or warrunty with respect to the Property or with respect to the inability or fitness of the Property for the conduct of Lessee's marina and/or restaurant operations or for any other purpose, except as set forth in this Lease or in the RFP. The execution of this Lease by Lessee shall establish that the Lessee nccepts the condition ofthe Property "AS iS" Section 2.5 Limited Representations by Lessor Lessor makes the following representations, covenants and warranties, which shall survive the execution of this Lease and Lessee's taking of possession of the Property (a) That Lessor bus taken all requisite actions to make this Lease binding upon the Lessor, and the Lessor is indefeasibly seized of marketable, fee simple title to the Property, and is the sole owner of and has Rood right, title and authority to convey and transfer all property, rights and benefits which are the subject matter of this Lease. (b) That, as of the Effective Date and throughout the Lease "Tenn, no party except Lessee and parties in possession by through or under Lessee shall he in or have any right to possession of the Property, except certain dry slip users pursuant to the lease agreements described on Exhibit "E," which will be disclosed to the Lessee and included in this Lease a. Exhibit "E." upon receipt from Licensee, (c) That there is on the Effective Date and shall he throughout the Lease Tenn, legal and physical ingress and egress to the Property from a paved public street for vehicular traffic and perpettiad legal and physical ingress and egress for pedestrian traffic. (d) The Property may be used and operated only for the Permitted i Ises: and as of the Effective Date and throughout the Lease Tenn, there shall be no Applicable Laws, private restrictions or other conditions which restrict or prevent the Property from being used and operated for the Permitted Uses. (e) All of the representations and warranties of Lessor contained in this [,ease shall continue to he true as of the Effective Date and throughout the Lease berm, and said representations and warranties shall he deemed to be restated and affirmed by Lessor as of the Effective Date without the necessity of Lessor's execution of any document with regard thereto. and the Lessor's liability (except with respect lu the environmental condition of the Property wheal DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 is expressly addressed in Article XII of this Lease) dicictcire, shall survive the signing of this Lease Should any of the representations and warranties prove to be incorrect. it shall he Lessor's obligation to cure those warranties and representations, which arc set forth herein forthwith at Lessor's expense Section 2.6 Lease Execution. This Lease remains subject to final approval by the City Commission and approval by public referendum as provided pursuant to Section 3(t)(iii) of the Charter of the City of ',Miami Prior to consideration by the City Commission, Lessee shall deliver two (2) fully executed copies of this Lease to the City Manager, which copies shall be held in escrow by the City Manager until approval of the Lease by public referendum and, thereupon, the Lease shall become binding and effective as to both the Lessee and Lessor. If the Lease has not been approved by the City Commission and public referendum by December t 1, 2013, then I,essee shall have the right al any time thereafter, to terminate ;his Lease by written notice thereof to Lessor Section 2 7 Prohibition on Casino (.iarnhfing. Lessee agrees that, if casino gambling shall in the future become legal in the City of Miami, the Property hereby demised shall not he used for casino gambling, or games of chance or reward, unless: (i) Lessee obtains the prior consent of the Lessor, which consent may be withheld at the sole discretion of the City Commission., and (ii) if the Lessor consents, the Parties shall in good faith negotiate an appropriate modification or amendment to this Lease, permitting such use and providing for the payment by the Lessee to the Lessor, as Additional Rent, of an amount to be negotiated by the Parties ARTICLE III TERM Section 3 I Term of Lease The initial term of this Lease is for a period of fifty (50) years ("Tenn"), cununenctng on the Effective Dale Section 3 2 Option to Renew. fhe Lessee has two options (each, a "Renewal Option") of extending this lease lbr two (2) fifteen -year ( /5) periods ("Renewal Ternt(s)" )_ Lessee may not exercise either Renewal Option to extend if the Lessee then has uncured defaults on the terms and conditions of this i.ease. e.crcise the applicable Renewal Option, the Lessee most not be in default under the terms and conditions of this lease beyond any applicable cure period following applicable notice, and Lessee must give Lessor written notice by the latter of (x) the date which is three hundred and sixty five (365) days before the expiration date of the current Lease Term or (y) the date thirty (30) days following written notice from Lessor advising Lessee that Lessee has failed to furnish notice of its exercise the applicable Renewal Option by the date three hundred sixty -live (365) day before the expiration of the current Lease Tenn, which notice shall state in hold capitalized large font letters that such notice constitutes final notice to Lessee of its right to exercise the applicable Renewal Option, Each Renewal Terri will be on the same terms and conditions as the Lease. except that the Rem will be adjusted as set forth in Article iV below Section 3.3 Parking Facilities. Prior to the issuance ofa Certificate of Occupancy for the Parking Facilities, Les ur shall make its hest effort, or shall cause the MPA to make its hest efforts, to make available to Lessee such parking spaces as necessary to operate and open to the public the Permitted Uses prior to the completion of the Parking Facilities, on the same basis as the Guaranteed Parking Spaces, in the existing parking garages and parking lots owned or controlled by Lessor identified on Exhibit "F" attached hereto (the "Existing Parkins Facilities"). However, Lessor's or MPA's failure to make such parking spaces available shall not be deemed a default of this Lease if Lessor and MPA have undertaken best efforts to make available to Lessee such parking spaces and, under such eircurnstances, the parties hereby agree to work cooperatively to find solutions that would pennit Lessee to meet the parking requirements pursuant to Miami 21 ARTICLE IV RENT, FEES AND PAYMENTS Section 4 I Amount of RCM The Lessee covenants that it shall pay to the Lessor as Rent for the Property the greater of the initial Minimum Base Rent (as defined 111 Section 4 1 1) or the Percentage Rent from the Possession Date DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 of the Lease until six (6) months following receipt au Certificate of OccLpancy for the Parking Feetlities, including the Parking Facilities Retail Area ("Operation Dale") Frain and after the Operation Date forward continuously for the duration of the Lease Term, the Lessee agrees to pay an amount equal to the greater of the Minimum Base Rent (as defined in Section 4 1 1) or Percentage Rent to the Lessor. The Parties shall memorialize the Operation Date through the execution of an appropriate document establishing the exact date. 4.1.1 Minimum Base Rent. From and after the Possession Date, the Lessee shall pay to the Lessor Minimum Base Rent payable in advance on the first day of each month in equal monthly installments. The Minimum Base Rent shall initially he $1.4 million per annum (the "jnitiol Minimum Base Rent") and shall increase to Si.K million per annum upon the Operation Date; provided however, that upon satisfaction of the Parking Facilities Conditions, the Minimum Base Rent shall increase to SI 9 million per annul for the twenty row (24) month period eller satisfaction of the Parking Facility Conditions and S2.0 rntlhon per annum thereafter. Notwithstanding the foregoing, if the Parking Facilities Conditions are satisfied, hut only aliei June 1, 2016, then the amount of the Minimum Base Ren: shall remain at S 1.9 million and will not increase to S2.0 million as set forth above and, if the Parking Facilities Conditions are satisfied, but only alter January 1. 2017_ then the amount the Minimum Base Rent shall remain at S E.8 million for the duration of the I.ease (each subject to adjustment as set forth in following sentence). Following each of Lease Years I0, 20, 30, 40. 50 and 60, the Minimum Base Rent shall be adjusted to equal the then applicable Fair Market Rent, as determined pursuant to Section 4.3.2 Notwithstanding the foregoing, the parties acknowledge that the calculation of Minimum Base Rent set forth above is based on the assumption that the Parking Facilities Retail Area will contain 40,000 square feet of gross leasable retail space and, as such, the 1_essee will pay $400,000 of Mininnun Base Rent or $10 per square foot per annum of gross leasable retail space As such, the amount of Minimum Base Rent set forth above shall be adjusted such that the Mininiuin Base Rent shall equal S10 per square fool per annum of gross leasable retail space actually constructed by the MPA The Parties acknowledge that the Parking Facilities Retail Area may contain as much as 60,000 square feet of gross leasable retail space 4.1.2 Consumer Pncc Index (CP1) Escalation. Lessee agrees that, except for the Lease Years as of which Minimum Base Rem shall he adjusted as provided in 4.1 I above, the Minimum Base Rent shall be increased every live years (each. n "CPI Escalation Year") from the Lease Effective Date by an amount equal to the percentage increase during the prior year in the consumer pnce index ("Index"), which is the monthly index published by the Bureau of Labor Statistics of the United States Department of Labor as the Consumer Price Index for All Items, Miami -Ft. Lauderdale, Florida, Base Year 1982-84=100, The CPI adjustment to Minimum Base Rent shall he hereinatter referred to as the "CPI Escalation." The aniount of the CPI Escalation to :Minimum Base Rent shall be capped at five percent (5%) each time the CPI Escalation is made (the "Maximum CPI Percentage"). The first CPI Escalation shall be at Lease Year 5. The CPI adjustment set forth herein shall not result in a reduction of the Minimum Base Rent. The CPI Escalation of the Minimum Base Rent shall be equal to the Minimum Rase Rent in el1cet for the immediately preceding Lease Year multiplied by the "CPi Percentage" (as defined below) not to exceed the Maximum CPi Percentage The CPi Percentage shall equal the fraction (i) whose numerator equals the monthly Index published immediately prior to the new Lease Year (or the nearest reported pre\ iuus month). and (ii) whose denominator is the same monthly Index published immediately prior to the immediately preceding Lease Year (or the nearest reported previous month). If the Index is discontinued with no successor Index, Lessor shall select a commercially reasonable comparable Index. Lessor shall compute the CPI Escalations and send a notice. with calculations, to Lessee setting forth the adjusted Minimum Base Rent within sixty (60) days of the commencement of'each CPI Escalation Year or as soon as such Index is available. In the event the Minimum Base Rent increases, Lessee shall pay to Lessor within thirty (30) days of receiving such notice, the Additional Rent owed for the months that have elapsed in the current Lease Year. 4.1.3 Percentage Rent. Commencing on the Possession Date and continuing throughout the I.ease Term. the Percentage Rent shall be due and payable to the Lessor. The Percentage Rent shall be an amount equal to the sum of (x) the cumulative total of the following percentages of Gross Revenue described in items (i) through (v), below, and (y) the other amounts described in item (vi) due hereunder: i) 5% percent of the Gross Revenues from the Formal Dining Restatirants, DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 ii) l0 3''a percent ufthe Gross Revenues tiuni the Casual Restaurants. iii) 15% t.erccnt of the Gross Revenues from marina operations (non -fuel), iv) 15°/c percent of marina gross fuel profits (gross fuel profits defined as gross fuel sale price per gallon minus cost of delivered liuel per gallon); v) 5 % percent of the Gross Revenue froth any Menne Retail Store (excluding any Marine Retail Store within the Parking Facilities Retail Area. which shall pay rent pursuant to (vt) below) and any ancillary sales from any other source within the Property, excluding those sources identified in subparts (i). (it). tiii), (iv) ur (vi); and vtl $ 10 per square foot per annum for all occupied or vacant retail spaces within the Parking Facilities Retail Area and within the Other Permitted Retail Areas and (other than those uses described in items (i) through (v), above within such area, such that the Percentage Rent payable for such retail uses shall be without duplication between cntegnnes) (the "4.1.3 Rent"), Commencing with each of the Lease Year titllnwing Lease Years 10, 20, 30, 40, 50 and 60 (each, an "Adjustment Lease Year"). the 4.1.3 Rent shall be adjusted as follows: (1) as of the commencement of the first Adjustment Lease Year, the 4.1,3 Rent shall he increased to $1 1.50 per square foot per annum; and (2) as of the commencement of each subsequent Adjustment Lease Year. the 4.1.3 Rent shall he adjusted to equal the product of (x) the 4.1.3 Rent in effect immediately preceding such Adjustment Lease Year. times (y) 50% of the percentage increase in Minimum Base Rent, as determined pursuant to Section 4 3.2. lhal will take effect as of the cnmmencemcni of'each applicable Adjustment Lease Year ['he percentages used to determine the Percentage Rent described in items (i) through (v), above shall not be subject to adjustment The parties recognize that the ehnractenzatinn of a portion of the Property, e g. as Marine Retail Store, or Non -Marine Retail, may change from time -to -time For example. a portion of the Property charactenzed for purposes of Percentage Rent as non -Marine Retail may subsequently he occupied fie a Marine Retail use or a portion of the Property used initially for a marine operations use may, upon completion of the Leasehold Improvements, he used for Marine Retail Foe avn dance of doubt, the characterization of the use for purposes of determining Percentage Rent shall he adjusted as of the date the Lessee or its Sub -Lessee ohtains a new certificate of use (or its equivalent) for such new use. If there is any underpayment of Percentage Rent, Lessee shall pay the Lessor the amount o.'' the deficiency within thirty (30) days of the Lessor's receipt of the Percentage Rent payment. If the Percentage Rent is not paid after thirty (30) days, Lessee shall he charged a We payment fee in accordance with Section 16 4 until the cunounl of underpayment is paid in full. 4.1.4 Gross Revenues. Gross Revenues shall include the entire amount of all revenues and percentages of revenues actually collected and received by the Lessee and its Sub -lessees or its Assignees (excluding such revenues derived from the Parking Facilities Retail Area or any nun -Marine Retail within the Other Permitted Retail Areas) and derived from the following sales sources, including without limitation. (i) all revenue from the commercial business and services Lessee and its Sub- lessees and/or Assignees conduct on or from the Property (except as otherwise provided under this Lease); (ii) all revenue from sale of food, beverage, wine, beer, merchandise or services From the Property, excluding revenue derived from the rental for any event or revenue earned by Third Party Caterer otherwtse paying rental to I.essee in connection with any event, which rental will he included in Gross Revenues pursuant to subpart (viii), below; (tit) all revenue denved from advertising and sponsorships conducted cot the Properly, including but not limited to, movie, televission commercials, etc ; (iv) all amounts received from any catering food operations in any way conducted at or from the Property, excluding revenue earned by any Third Party Caterer otherwise paying rental to Lessee in connection with such special event, which rental will be included in Gross Revenues pursuant to subpart (vie), below: 9 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 (v) all amounts received by Lessee from valet concession sales or parking valet services and calculated pursuant to Section 11.1(c) of this Lease; (vt) delivery charges; (vti) sales made or performed by means of mechanical or other vending sales and services devices or machines on the Property, including without limitation, pay telephones, vending machines, and entertainment devices both for eush and on credit, rendered in or upon the Property, excluding revenue derived From the rental of any portion of the Property for any event or revenue earned by Third Party Caterer otherwise paying rental to Lessee in connection with any event, which rental will be included in Gross Revenues pursuant to subpart (viti), below, (viii) all revenue received by Lessee in connection with events at any facility within the Property, or any portion thereof for any period of time, including without limitation, banquets, parties, receptions held on or initiated from the Property, which Percentage Rent will be calculated pursuant to Section 4.1.3(v'); (ix) internet or telephone food/beverage orders received or tilled at the Property, or procured from the Property by house -to -house or other canvassing, all deposits not refunded to purchasers, and orders taken, although said orders may be filled elsewhere, including proceeds of all video games; (x) all grants, subsidies, rebates, credits or similar benefits received from any federal, state, regional or local body, agency. authority. department or organization which revenues are actually received by Lessee and pursuant to the terms thereof constitute unrestricted funds that may he used for general operating expenses, provided, however, sales tax and federal income tax credits for which 1,essee may qualify shall he excluded from the foregoing; (xi) all donations and contributions received, the revenues id' which are actually received by Lessee and pursuant to the terms thereof constitute unrestricted funds that may he used fur general operating expenses; and (xii) all other receipts whatsoever derived from other commercial operations conducted in or from the Property by the Lessee and its Sub -lessees (if any) Gross Revenues shall not include the following: (1) any stuns collected and paid nut by Lessee for any sales, use or excise tax imposed by any federal, state or governmental authority directly on sales and collected from customers and accounted for by Lessee and/or Sub -lessees. provided that the amount is added to the selling price therein and paid by the Lessee to such governmental authority; (ii) the exchange of merchandise between the stores of Lessee, a party controlled by Lessee, or Sub -lessees, if any, where such exchange of goods or merchandise is made solely for the convenient operation or the business of Lessee and not for the purpose of consummating a sale which has theretofore been made in or from the Property andior for the purpose of depriving Lessor of the benefit of' a sale which otherwise would be made in or from the Property: (iii) the amount of returns to shippers or manufacturers; (iv) proceeds from the sale of trade fixtures, operating equipment or similar assets after use thereof in the conduct of Lessee's and Sub -lessees' business on the Property; (v) all sums and credits received in settlement of claims for loss or damage to merchandise; (vi) funds collected with regard to the Property which arc not actually related to the day-to-day business of the Property such as, but not limited to the tinaneing of the Lessee's interest to the Property, (vir) collection of insurance proceeds: (viii) collection of eminent domarn proceeds; (ix) monies collected t'or events, to the extent any portion of such monies collected are paid or delivered to the sponsor, so long as sponsor is not affiliated with Lessee; 10 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 Ix) all gratuities paid to employees, (xi) amounts received by Lessee as reimbursements of expenses and cost sharing (for example, reimbursement of taxes, matntenance, insurance or utility bills), (xii) any grants, subsidies, rebates, credits or similar benefits received by Lessee or Sub -lessee From any federal, state, regional or local body, agency, authority, department or organization, (xiii) interest earned on Lessee's deposit accounts, earnings or profits on Lessee's investments; (xiv) interest income from loans or credit faciltties granted by Lessee and similar passive or investment income of Lessee related to Lessee's liquid assets, investments or loans/credit facilities granted by Lessee; (xv) rents or percentage rents and conunissions paid to Lessee by any Sub -lessees where the Lessor is collecting rent based on a percentage of Suh-lessee's Gross Revenues. (xvi) Amounts received by a valet parking concessionaire when Lessee is remitting the respective percentage due to Lessor as provided pursuant to Section 1 11(e) (xvii) Any restricted donations or contributions whose revenues are earmarked for capital expenditures, as approved by the Lessor, to the Property. (xviii) Interest and tinance charges charged by Lessee If a sale is by credit card, no deduction shall be allowed for any commission associated with such sale. A "sale," shall be deemed to have been consummated for the purpose of this Lease, and the entire amount of sales price collected by Lessee and Sub -lessees shall be included in Gross Revenues, al such time that (i) the transaction is initially reflected in the books or records of Lessee or Sub-lessee(s); or (it) Lessee or Sub-lessee(s) receives all or any portion of the sales price, or (iii) the applicable goods or services are delivered to the customer and payment is inade to Lessee or Sub-lessee(s), whichever first occurs, irrespective of whether payment is made in installments, the sale is for cash or for credit, or otherwise, or al'. or any portion of the sale price has actually been paid at the tune of inclusion in Ciross Revenues or at any other time No deduction shall be allowed for direct or indirect discounts, rebates, or other reductions on sales, unless generally uffere., to employees or the public on a uniform basis, within the applicable restaurant or retail establishment. Gross Revenues, whether for cash, eredit, credit cards or otherwise, shall he recognized at such time as provided in the foregoing paragraph. Paytncnts received in advance are deferred and are recognized as revenue in the period the service is rendered or sale takes place. Grants shall be recorded as income during the period designated by the grants or when the Lessee has incurred expenditures in compliance with the restrictions of the grantor. Gross Revenues shall be reduced by the amount of any refund made upon any sale in or from the Property, provided said amounts had been previously included in "Gross Revenues," not to exceed the sum so previously included, where the merchandise sold is thereafter returned by the purchaser and accepted by the Lessee or Sub -lessees, and if such refund is in the form of a credit to customer, such credit shall he included in Gross Revenues when used. Lessee shall be entitled to deduct from any amount originally' included in tTruss Revenues arty portion thereof which 1a detemuned by Lessee to be uneollectible after ninety (90) days following the date such amount was originally due and payable to Lessee. 4 1.5 Sales l ax. The Lessee shall be liable tbr the prevailing State of Florida Use Tax imposed on the amount of rent paid to Lessor under this Lease, in the absence of an exemption or other reduction by the State of Florida. This Sales and Use Tax shall he payable to the Lessor when rent is due, and in turn, Lessor will remit the same, less any authorized handling deductions, if any, to the State. Said tax is applicable to the Minimum Base Rent payments, unless otherwise determined by the State or Florida 4.1.6 Manner of'Payment, Every 15th day of the calendar month. Lessee shall pay the Lessor the monthly Initial Minimum Base Rent or Minimum Base Rent and the difference between such amount and Percentage Rent, as applicable. and shall deliver such payment along with the corresponding Gross Revenue Report for the preceding calendar month to the City of Miami, Department of Finance at the address noted below. City of Miami Department of Finance It DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 Attention; f rcastny Management/Receipts 441 SW 2nd Avenue. 6th Floor Miami, Florida 33130 Lessee shall use a Gross Revenue Report, a sample of which is attached herewith and utcorporated herein as Exhibit "G" to itemize any and all reportable Gross Revenues as described in Section 4. 1 .4 herein For avoidance of doubt, the Percentage Rent due by Lessee to Lessor will he calculated on a Lease Year basis and, as such. the parties will reconcile the final amount of Rent due by Lessee ti>r any applicable Lease Year by no later than ninety (90) days after the end of each Lease Year, and the Lessee shall pay to Lessor any underpayment in Rent (after determining that the amount of Percentage Rent due in such Lease Year exceeds the amount paid in Rent by the Lessee in such Lease Year) within thirty (30) days thereof or, il' applicable, the Lessor shall pay to Lessee (either, at Lessor's option, by rent credit or in cash) any overpayment in Rent (after determining that the amount of Rent paid by Lessee is such Lease Year exceeds the greater of the Minimum Base Rent or the Percentage Rent due in such Lease Year). Section 4 2 Security Deposit. Simultaneously with Mc execution of this Lease on the Effective Date, Lessee shall initially deposit with the Lessor, the sum of nine hundred thousand dollars (S900.000), which shall he equal to 5(J% of the annual ivlininwnr Base Rent ("Secunty Deposit") in the fort of cash, which may be applied from the Good Faith Escrowed Funds. or in the form of a letter of credit. The Security Deposit shall be adjusted in the manner described in Section 4.3.1 herein. The Security Deposit shall be maintained by Lessor in an interest -hearing money market account: all interest accrued from time to time thereon shall be paid to Lessee on an annual basis throughout the Lease Term, by no later then fifteen days following the end of each calendar year For so long as the Security Deposit has not been repaid by Lessor, it shall constitute an account payable by Lessor to Lessee within thirty (30) days following termination of this Lease to the extent, tf any, that the Security Deposit has not been applied by Lessor as hereunder provided. 11' Lessee shall default with respect to any covenant duty, or obligation of Lessee under this Lease, then the Security Deposit or any part thereof may he applied by „essor alter the satisfaction of any relevant Cure Pentad (hill Lessor shall not he obligated to do so) to the damages sustained by Lessor by reason of any such default or to indebtedness owing by reason of' any failure of Lessee to make any required monetary payment under this Lease No such application shall he construed as an agreement to limit the amount of Lessor's claim or as a waiver of any damage or release of any Indebtedness, and any claims of Lessor under this Lease not recovered in full from the Security Deposit shall remain in full force and effect. At any time ur times when Lessor has made any such application of all or any part of the Security Deposit, Lessor shall have the right (but not the obligation) at any time thereafter to request in writing that Lessee pay to Lessor a sum or sums equal to the amounts so applied by Lessor so that Lessor will always he in possession of a sum equal to 50% of the annual Minimum Base Rent. Lessee shall make each such requested remittance within fifteen (15) days following such request from Lessor and each such remittance received by Lessor shall thereupon constitute a part of the Security Deposit subjeet :o the terms and previsions thereof. Failure to snake any such requested remittance within such ten (10) day period may he treated by Lessor as a failure by Lessee to make timely payment of rent and as a lessee Default in the event of any conveyance or other transfer of the Property by the Lesser, I.essor's remittance of the Security Deposit or any remaining portion thereof' to the purchaser of the Property shall release and relieve Lessor of any further obligation or liability to Lessee with respect to the Security Deposit. Section 4 3 i_leijusti ents to Rent. The Security Deposit shall he adjusted from time -to -time, at such time as the Minimum Base Rent shall be adjusted , as otherwise provided herein, such that the Security Deposit shall at all times he equal to fifty percent (50%) of then applicable yearly Mininnun Base Rentin the instance where the Lessor deducts any amount of the Security Deposit, the Security Deposit shall he replenished by the Lessee to the extent necessary to restore the Security Deposit to the adjusted amount of the Security Deposit. within fifteen (15) days of the drawdown of the Security Deposit 4.3.2 Appraiit Rent Adjustment 4.3.2.1 Deterunanon of Fair Market Rent. The Minimum Base Rent shall he evaluated in accordance with the procedures set forth in this Section 4 3 2 (each, a "Scheduled Appraisal") to determine the current Fair Market Rent for Minimum Base Rent and the required adjustments to these values 12 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 43.2.2 Appraisers. No later then three hundred and sixty -live 063) days prior to the end of each of Lease Years 10, 20, 30. 40, 50 and 60, Lessor shall deliver to Lessee a determination of the Fair Market Rent. in accordance with the criteria set forth herein applicable to the determination of Fait Market Rent. The detcrmtnah in of Fair Market Rent provided by Lessor shall he conducted by an independent commercial real estate appraiser who is a member of the American Institute of Real Estate Appraisers and who has not less than ten (10) years experience in appraising properties comparable to the Property (a "Qualified Appraiser") Lessor shall pay for the appraisal Lessor shall select its Qualified Appraiser From the City's general appraisers' services list. In no event shall an appraisal result in a reduction in the minimum rent due to the City. The Qualitied Appraiser shall be hired the year prior to the Lease Year (i.e_ Lease Years 9, 19, 29, 39, 49 and 59) that the newly appraised Minimum Base Rent shall commence to take effect (each, an "Adjustment Lease Year"). In the event that Tenant shall dispute the determination of Fair Market Rent made by Lessor's Qualified Appraiser, then, Lessee shall, within thirty (30) days lollowing its receipt of the determination made by Lessor's Qualified Appraiser, select its own real estate appraiser, who shall also he a Qualified Appraiser (though Lessee's Qualified Appraiser shall not he required to be on the City's general appraisers' service list). Lessee shall pay the costs of Lessee's Qualified Appraiser. The Lessor's Qualified Appraiser and the Lessee's Qualified Appraiser shall then have a period of thirty (30) days following the selection. or Lessee's Qualified Appraiser within which to anempt. in good faith, to reach agreement on the Fair Market Rent litr the Property If lessor's Qualified Appraiser and Lessees Qualified Appraiser are unable to agree upon the Fair Market Rent within such thirty (30) day period, then the Fair Markel Rent shall he determined in accordance with the methodology set forth below: Within fifteen (15) days following the expiration of such thirty (30) dad period, Lessor's Qualified Appraiser and Lessee's Qualified Appraiser shall endeavor to mutually agree upon an independent cotruncrcial real estate appraiser who shall be a Qualified Appraiser. If the I.essee elects, the pool of Qualified Appraisers shall exclude any appraiser on the City's general appraisers service list If the Les.sor's Qualified Appraiser and Lessee's Qualified Appraiser are unable to agree on such third Qualified Appraiser, Lessor and Lessee shall apply to the American Arbitration Association for designation of an appropriate third Qualified Appraiser. The Qualified Appraiser so selected or designated by the American Arbitration Association is hereinafter refened to as the "Third Appraiser." Within ten (10) days following the selection of the Third Appraiser, i.essor's Qualified Appraiser and Lessee's Qualified Appraiser shall each submit to the Third Appraiser their respective final determinations of the Fair Market Rent Within thirty (30) days thereafter, the Third Appraiser shall select, as the Fair Market Rent, either the determination submitted by Lessor's Qualified Appntiscr or the determination submitted by Lessee's Qualified Appraiser. The Third Appraiser shall not select any amount as the Fair Market Rent. other than the amount submitted by either the Lessor's Qualified Appraiser or thc amount submitted by the Lessee's Qualified Appraiser. The Hurd Appraiser shall notify both Lessor and Lessee, in writing, which of the two determinations the Third Appraiser has selected as the Fair Market Rent. The selection of '.he Third Appraiser shall be final and binding on both Lessor and Lessee and the hair Market Rent, as selected by the Third Appraiser, shall be the Minimum Base Rent, which shall take effect commencing as oldie beginning. of the applicable Adjustment Lease Year. 4.3.2.3 Method. Each Qualified Appraiser shall determine the Fair Market Rent based on the parameters set forth in the definition thereof set forth in Section 1.1.13. Each Qualified Appraiser, in its discretion, may dispense with formal heanngs, it being agreed that his task will he solely that of appraisal. 4.3.2.4 Effect of Appraisal. The Fair Market Rent determined in accordance with thc procedures set forth in this Section 4.3.2 shall he binding and conclusive on the Lessor and the Lessee, except that in no event shall the Fair Market Rent he adjusted below the then applicable Minimum Base Rent for such Lease Year 4 3.2.5 Appraisal Fee. The Lessee shall he responsible for one hundred percent (100%) of the costs associated with the hinng of the Lessee's Qualified Appraiser; and Lessor shall he responsible for one hundred percent (100%) of the costs associated with the hiring ot'the Lessor's Qualified Appraiser. Ir. the event the Lessee disputes the first appraisal, the costs associated with the hiring of the Third Appraiser shall be paid by the party whose Qualified Appraiser's determination of Fair Market Rent is not selected by the Third Appraiser, 13 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 provided, however, if Lessee elects to exclude from the pool of Qualified Appraisers any appraiser on the City's general appraisers service list, then Lessee shall pay the hull cost of the Third Appraiser 4.3 2.6 Delayed Appraisal. II' prior to the commencement of the Adjustment Lease Year, the adjusted Minimum Base Rent has not been detertnined by independent appraisal in accordance with the procedures set forth in this Section 4.3.2, the Lessee shall continue to pay all then applicable Rent(s), as may have been previously adjusted pursuant to the teens of this Lease. Following the determination of the Rent by independent appraisal, in accordance with the procedures set forth in this Section 4.3.2, the Rent will be adjusted as provided retroactively to the coimnenceinenl, as applicable, o1'the next tbllowing Adjustment Lease Year, and, t1'necessary, the Lessee shall pay to the Lessor with the next installment of- Rent due, the amount. if any, by which the Rent, as adjusted, exceeds the Rent that has been paid by the Lessee for the retroactive period. Section 4.4 Submerged Lnnd Fees. In addition to the rent described in Sections 4.1.1 to 4.1.2 herein, commencing upon the later of the Effective Date of this Lease or the effective date of an agreement with the DEP for use of the Submerged Lands, Lessee shall be obligated to pay all Submerged Land Fees as determined by the DEP for the use of the Submerged Lands and pay for all expenses incurred in obtaining the State's approval and waiver. The annual Submerged Lands Fee shall be paid to the City at the snore location as the Minimum Base Rent and the City shall remit payment to DEP Lessee shall remit the annual Submerged Lands Fees to the City within live (5) thirty (30) Business Days of Lessee being billed by the City for the same Lessee shall further he obligated to submit to the Lessor for remittance to DEP any and all docuinents required by DEP which may include, but is not limited to. disclosure of any income from wet slips for the Submerged Lands i=.xcept as otherwtse provided, the annual Submerged Lands Fee shall he as provided in Honda Department of Environmental Protection, Administrative Rule 18-21.01 I(t)(b), as may be amended. and subject to yearly consumer price index (CPI) increases by DEP. Section 4 5 Lessee's Records. To the extent Gross Revenues generated by Lessee or any Sub -lessee (an "Applicable Sub- lessee") are applicable to the determination of any Percentage Rent hereunder (the "Apphrablc Gross Revenues"), Lessee shall prepare and keep or shall use commercially reasonable eftihns to cause Applicable Sub -lessees to prepare and keep, full, complete and proper hooks and .4ource documents in accordance with generally accepted accounting principles, of the Applicable Gross Revenues, whether for cash, credit ur otherwise, of each separate department at any time operated in the Properly. The books and source documents to be kept by Lessee (and Applicable Sub -lessees) shall include, without limitation, laic copies of all federal, state and local tax returns and reports. records of inventories and receipts of nerchandise, daily receipts t'roni all sales and other pertinent original sales records and records of any other transactions conducted in or from the Property by Lessee Pertinent original salts records may include any of' the following,• (i) sales reports of back office systems fed from point of sale terminals, (ii) cash register tapes, including uipes from temporary registers, it' any, (iii) serially pre -numbered sales slips, (iv) the original records of all mail, internet and telephone orders at and to the Property, tinny, (v) settlement report sheets of transactions with any person conducting business in the Premise, if any, (vi) original records indicating that merchandise returned by customers was purchased at the Property by such customers, (vii) memorandum receipts or other records of merchandise taken out on approval, (viii) detailed original records of any exclusions or deductions from Gross Revenues, (ix) sales tax records, and (x) such other sales records, if any, which would normally he examined by an independent accountant pursuant to accepted auditing standards in pertinnning an audit of Lessee's sales. Lessor and Lessee acknowledge and agree that, during the Lease Term, and in connection with certain Sub -leases, not all of the foregoing sales records may he maintained; however, Lessee hereby agrees to maintain (or to use commercially reasonable efforts to cause any Applicable Sub -lessee to mainlatn) all such sales records as shall, in accordance with commercially reasonable standards, be required m connection with the detemmnation of Applicable Gross Revenues, where applicable to the determination of any Percentage Rent hereunder. Subject to the preceding paragraph, Lessee shall record (ur use commercially reasonable efforts to cause any Applicable Sub -lessee to record), at the time of each sale or other transaction, in the presence of the customer, all receipts from, such sale or other transaction, whether for cash, credit ur otherwise, in a cash register or cash registers having a cumulative total which shall he sealed in a manner approved by 14 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 Lessor and which shall possess such other features as shall he reasonably required by Lessor Lessee shall be required to install (and to use commercially reasonable efforts to cause Applicable Sub -lessees to install) point of sale terminals. pollahle, point of sales cash register systems or such other point of sale equipment of a make and model mutually agreed to by the Parties. Section 4.6 Reports by Lessee. Within ninety (90) days after the end of each Lease Year. Lessee shall also furnish to Lessor a certified financial report (i e. a gross revenue audit) by an :ndependent certified public accountant (the "Annual Report"). showing in all reasonable detail of the amount of such Applicable Gross Revenues made by Lessee and Applicable Sublessees from the Property during the preceding Lease Year Lessee shall in all events furnish to Lessor within fifteen (15) days after the end of each month of the Lease Tenn a written statement of Applicable Gross Revenues covering the preceding month, the statement to he in such bins and style and contain such details and breakdown as Lessor may reasonably require Lessor acknowledges and agrees that, with respect to Applicable Ciross Revenues generated by any Applicable Sub -lessee, Lessee shall rely on the reporting made by each such Applicable Sub -lessee with respect to its Applicable (;cuss Revenues and shall have no liability whatsoever for reporting errors made by any such Applicable Sub -lessee; provided, however, Lessee shall use commercially reasonable effiiits lo include in each sublease with any Appl cable Suh-lessee reporting requirements with respect to Applicable Ciross Revenues consistent with the repotting requirements applicable to the operations of Lessee hereunder Section 4,7 Rialrt to Examine Books. Notwithstanding the acceptance by Lessor of payments of Minimum Rase Rent and Pereentage Rent, Lessor shall have the right to all Rents and other charges actually due hereunder, and the right to examine, make extracts from and copy, at the Property or Lessee's main accounting office, Lessee's books, source documents, accounts, records and sales and income tax reports filed with applicable government agencies by Lessee in order to verity the amount of Applicable Gross Revenues in and from the Property. For a period of five (5) years after the expiration of each Lease Year, Lessee shall make (or use conunercially reasonable efforts to cause any Applicable Sublessee to make) all such documents and records available at the Property or Lessee's main accounting office upon ten (10) days' prior written notice from Lessor. The Lessee will establish one or more hank accounts to deposit all Gross Revenues recognized from the operations on the Property, which hank account deposits will nut he cominglcd with the revenue from any other operations of the Lessee or any other affiliated companies, Section 4.8 Audit. (a) At its option, Lessor may at any time, upon ten (10) days ' prior written notice lo Lessee, arrange for an auditor selected by Lessor to conduct u complete audit (including a physical inventory) of the applicable records and operations of Lessee and each Applicable Sub -lessee inchided in Applicable Gross Revenues from the Property during the period covered by any statement issued by Lessee Lessee shall make available (or use coimercially reasonable efforts to cause any Applicable Sub -lessee to make available) to the Lessor's auditor at the Property or Lessee's Drain accounting office on the day set forth m Lessor's notice, requiring such audit. all of the applicable books, source documents, accounts and records referred to in Section 4.6 hereof and any other materials which such auditor reasonably deems necessary or desirable fur the purpose of making such audit. Lessee shall promptly pay to Lessor the amount of any deficiency in Percentare Rent payments disclosed by any such audit. if such audit shall disclose that Lessee's statement of Applicable Gross Revenues is understated to the extent of five percent (5%) or more, then, unless Lescce shall dispute the results of such audit, Lessor may bill to Lessee the cost of such audit, which shall be paid by Lessee within thirty (30) days after Lessee's receipt of Lessor's invoice If such audit shall disclose that Lessee's .statement of Applicable Gross Revenues is understated to the extent often percent (10%) or more, then, unless Lessee shall dispute the results of such audit, Lessor, in addition to the tbregoing remedy and other remedies available to Lessor, shall have the option. upon Lessee's failure to pay such additional stuns within thirty (30) days after written notice to the Lessee, to declare lessee to be in default hereunder, in which event, Lessor shall be entitled to all of the remedies set forth in Article XVi below. In addition to the foregoing, and in addition to all other remedies available to Lessor, in the event Lessee's auditor and Lessors auditor shall schedule a date for an audit ot'Lessees records in accordance with ;his Section 4.8, and Lessee shall fait to be available or shall otherwise fail to comply with the requirements for such audit, Lessee shall pay all costs and expenses associated with the canceled audit. (b) In addition to all other remedies available to Lessor, in the event that any such audit shall disclose that Lessee's records and other documents as referred to in Section 4.4, 4 5 and 4.6 hereof and such other materals provided by Lessee to Lessor's auditor are inadequate: in the opinion of an independent 15 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 auditor serving as Lessor's auditor to disclose accurately Lessee's Gross Revenues, then LCS Cc .mall have thirty (30) days to cure any deficiencies raised by Lessor's auditor and shall then notify Lessur so that Lessor's auditor can continue its audit. Lessor's exercise of the toregotng remedy shall in no way limit or otherwise affect Lessor's ability to exercise ether remedies available to it, nor shall Lessee's obligations pursuant to the terms, covenants and conditions of this Lease (including, without limitation, Lessee's obligation with respect to reporting Gross Revenues and payment of Percentage Rent) he in any manner reduced or diminished by the exercise of such remedy Notwithstanding anything herein to the contrary, to the extent that Lessee shall fail to provide to Lessor any required reporting or records with respect to Applicable Gross Revenues as a consequence of any Applicable Sub -lessee's failure to timely furnish to Lessee any required reporting or records with respect to the Applicable Gross Revenues generated by such Applicable Sub -lessee, then, provided that Lessee shall take all commercially reasonable measures pursuant to the terms of the applicable sublease to enforce the requirements of such sublease with respect to producing such reports or records, Lessee shall hive no liability to Lessor in connection therewith, hut shall promptly commence to take all commercially reasonable efforts to terminate such sublease, and. in connection there with, to recover all Applicable Percentage Rent due in connection with the Applicable Gress Revenues generated by such Applicable Sub -lessee and to account to Lessor for same Section 4.9 Lien for Rent. The whole amount of the Rent, Additional Rent, and each and every installment, and the amount of all taxes, assessments, water rates, insurance premituns and other charges and Impositions paid by the Lessee under the provisions of this Lease, and all costs, attorneys fees and other expenses which may he incurred ay the Lessor in enforcing the provisions of this Lease, or on account of any delinquency of the Lessee in carving out any of the provisions of this Lease, shall be and they are deetned to constitute a valid lien upon the Leasehold Improvements, and upon the Lessee's Leasehold Estate. Lessor hereby agrees that in the event Lessee shall obtain financing in connection with the Project which may entail granting to any Leasehold Mortgagee or other lender providing such financing a Leasehold Mortgage or other encumbrance upon all or any portion of the Leasehold Improvements, the Lessee's Leasehold Estate, ur any personal property belonging to Lessee, Lessor shall subordinate its lien over and upon the Leasehold Improvements, Lessee's Leasehold Estate and any such personal property belonging to I.essce, pursuant to such commercially reasonable firm of a subordination agreement as such Leasehold Mortgagee ur other lender shall request. Section 4 10 Parking Trust Fund Contribution. The Lessee shall be required to contribute S 10,000 per parking space required to meet the Lessee's parking requirement pursuant to the RFP. Based on the development contemplated by the Proposal. the Lessee's total contribution to the Parking Garage Facilities shall be S4,970,000 fix a total of 497 parking spaces, which amount may he adjusted as set firth below ("Parking 1rust Fund Contribution"). I.essee hereby elects the option of financing a portion of the Parking Tnist Fund Contribution; therefore, as of the Effective Date of the Lease, the Lessee shall transfer S 1,242,500 of the Good Faith Escrowed Funds to the Lessor with the reinainder of the amount of the Parking Tnist Fund Contribution (in the amount of S3,727,500 plus any additional bond issuance cost) to he financed by the MPA billy amortized over a twenty (20) year tern at six percent (63n) interest and the corresponding payments to such financed amount constituting Additional Rent. The Lessee shall pay each installment of debt scnecc for the balance of the Parking Trust Fund Contribution by cashier's check or money order and delivered to the Finance Director, 444 SW 2"a Avenue, 7°' Fluor, Miami. Florida 33130. If the MPA has not obtained building permits for, and commenced construction of, the Parking Facilities by January 1, 2015. then the Lessur shall return the Parking Trust Fund Contribution to the Lessee. The Parties acknowledge that the final calculation of the Parking Trust Fund Contribution may fluctuate based on the actual gross leasable retail square thetage constructed by the MPA as Parking Facilities Retail Area, therefore, the actual amount of the euntrihutton will be adjusted (based on the formula set forth in the RFP) upon completion of the Parking Facilities Retail Area with the !NAM financing the maximum percentage of such contribution as peem tied in the UP Section 5.1 ARTICLE V PAYMENT OF TAXES, ASSESSMENTS AND OTHER IMPOSITIONS Payment of Taxes and Impositions DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 Lessee shall pay before any tine, penalty, interest or costs arc added for non-payment, any and all Impositions levied against the Properly or against personal property of any kind, owned by or placed in, upon or about the Property by Lessee, Section 5.2 Installment Payments of Ad Valorem Taxes and Impositions Lessee agrees that to the extent the Property or any interest thereon is subject to ad valorem taxation, Lessee, at its option, may enroll in the Miami -Dade County Ad Valorem Tax Payment Plan It by law, any taxes, assessments or other Impositions are payable or may, in the case of taxes, at the option of the taxpayer, be paid in installments (whether or not interest shall accrue on the unpaid balance of the Imposition), the Lessee may pay the same (and any accrued interest on the unpaid balance of the Imposition), in installments before any fine, penalty, interest or cost is added for the nonpayment of any installment and interest. Any Imposition relating to a fiscal period of the taxing authority, a part of which period is Included before the Effective Date and part of which is included after the Effective Date shall be adjusted as between the Lessor and the Lessee as of the Effective Date of the Lease Term, so that the Lessee shall pay that portion of the Imposition attributable to that part of the fiscal penod included in the Lease Term, and the Lessor shall pay the remainder, il' applicable Any Imposition relating to a fiscal period of the taxing authority, a part of which period is included within the Lease Term and a part of which is included in a period of time after Lease Term shall be adjusted as between the Lessor and the Lessee as of the termination of the Lease Tenn, so that the Lessee shall pay that proportion of the Imposition attributable to that part of the fiscal period included in the term of this Lease, and the Lessor shall pay the remainder, ifapplicable. Section 5 3 Proof of Payment The Lessee shall furnish to Lessor, within thirty (30) days after the date whenever any Imposition is payable by or in hehalf of the Lessee, official receipts of the appropriate taxing authorty, photocopies of other proof satisfactory to the Lessor, evidencing the payment. Section 5.4 Lessee's Right to Contest Impositions. Anything herein to the contrary notwithstanding, Lessee shall have and retain the right to appeal or contest hy legal proece dings, or in such other manner as it may deem suitable, any imposition, ur any valuation in connection therewith, and to defer payment of any such contested item, without the consent of Lessor, even if the same ultimately results in the payment of any interest, costs or penalties. in the event that Lessee contests any Imposition, Lessee shall inunediately notify the City Manager ur his/her authorized designee of its intention to appeal said Imposition. 11'at any time during the last three (3) years ol'the initial Lease Tenn of Renewal Tenn, Lessee shall contest an Imposition, Lessee may defer payment of a contested item upon the condition that, before instituting any such proceedings, Lessee shall furnish and keep in effect a surety bond, cash deposit or other security satisfactory to the City Manager or his/her designee in an amount sufficient to pay rule hundred percent (I00%) of the contested Imposition or assessment. with all interest on it and costs and expense:.,. including reasonable attorneys' lees to he incurred in connection with it The legal proceedings herein referred to shall include appropriate proceedings to review lax assessments and appeals limn an order issued therein and appeals from any judgments, decrees or orders. Any such contest shall delay the tune periods set finch in Section 5.2 above. Lessee agrees to pay such Impositions in a lump sum payment or on an instillment basis. Failure of the Lessee to pay such Impositions or assessments or any installment payment thereof shall constitute a default under this Lease In connection with any appeal or contest of Impositions instituted hy Lessee, upon written request by Lessee to Lessor, Lessor shall cooperate with Lessee in connection with any such appeal or contest, including, but not limited to, executing such documents or affidavits when and as may he reasonably required in connection therewith; provided, however, I,essee shall pay the reasonable costs incurred by Lessor therefor. ARTICLE VI LEASEHOLD IMPROVEMENTS Section 6.1 Lessee's Obligation to Provldc and Fund Leasehold linprovcments. Within one hundred eighty days (180) days of the Effective Date, Lessee, at its own cost and expense, shall submit to Lessor its plans for the commencement and completion of the construction, and the acquisition and installation of the Leasehold Improvements. The plans shall include: a layout of the Property (excluding the Parking Facilities Retail Area), a lighting plan, a depiction of all fixtures in he 17 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 added to Property, ulterior and exterior iinishes and material samples, typical display technique, interior and exterior signage plan, landscaping plans, store front and any work or equipment to he done or installed by Lessee affecting any structural, mechanical ur electrical part of the Property ("Plans) Within ten (10) Business Days of receipt of the Plans, the Lessor shall give Lessee written notice of either, Lessor's approval or Lessor's disapproval setting forth the reasons therefor. The Lessor may only disapprove of the Plans upon a finding by the City Manager that the Plans contain material variations from the plans and specifications set forth in the Proposal. in the event that Lessor disapproves the Plans, the Lessee shall within fifteen (15) Business Days of receipt of the notice modify the Plans in accordance with the reasons set forth in Lessor's disapproval notice. The modified Plans shall be resubmitted to Lessor for Lessor's final review and approval, in accordance with the standards of review set Birth above, Lessor shall have a period of len (10) Business Days following receipt of such revised Plans within which to review same and furnish to Lessee written notice of Lessor's approval or disapproval If Lessor shall fart to furnish to Lessee written notice of Lessor's approval or disapproval of the Plans or revised Plans submitted to Lessor, within the tine frame set forth above, then the time frames set forth herein to complete construction of the Leasehold Improvements shall he extended by the number of such additional days taken by Lessor to provide written notice of Lessur's approval or disapproval of the Plans or the revised Plans submitted to Lessor, as the case may be Notwithstanding the above. the Lessee shall cause the new dry rack storage slips to be installed as soon as reasonably possible following the removal by Licensee of the dry rack storage slips currently on the Property, and in any event, within one hundred and eighty days (180) following the Possession Date. Lessee, at its sole cost and expense, shall complete constnaetion, acquisition :ind installation of the initial Leasehold Improvements as more fully described in Exhibit "A" attached hereto and made a part hereof, and acquire and install the furnishings, fixnires and equipment required for operation of the Property within three hundred and sixty Live (365) days from the receipt of all required permits for constriction of the approved Plans (except for the Dry Rack Storage Slips which shall he installed within one hundred and eighty (180) days following the Possession Date, as provided above) lessee hereby covenants that lessee shall expend no less than Seventeen Is/litho.' Nine Hundred Seventy Thousand Dollars ($ 17,970,000.00) ("Mintrntnn Level of Investment") in connection with the Project, which shall include, without limitation• (i) all soft and hard costs and expenses incurred by lessee to complete all capital Leasehold Improvements, including, without limitation, building, facilities, docks and equipment, (ii) all environmental remediatron costs, paid by Lessee or on its behalf, (id) the S1,000,000 Security Deposit and (iv) the Parking Trust Fund Contribution. Upon completion of the construction. acquisition and installation of the Leasehold Improvements, and acquisition and installation of the furnishings, fixtures and equipment, Lessee shall furnish to Lessor copies of receipts, releases and bill of sales in connection therewith as shall he required to reasonably demonstrate Lessee's achievement of the Minimum Level of Investment Section 6.2 Payment and Performance Bond. Prior to the commencement of any constniction, the Lessee shall, at Lessee's sole cost and expense, cause Lessee's general contractor to furnish the Lessor with a Payment and Performance Bond. The Payment and Performance Bond shall he issued by a bonding company which shall he approved by Lessor_ rn an amount equal to one hundred percent (100%) of the hard costs to constniet the Leasehold Improvements, naming the Lessor as the owner/obligee, and the Lessee or Lessee's genera! contractor, as the principal guaranteeing the payment and performance of Lessee's obligations with respect to any and all construction work pertaining to the Leasehold Improvements. free of consiructtun or other. hens. The conditions of the Payment and Performance Bond shall be to insure that the Lessee or Lessee's general contractor will. (i) promptly make payment to all claimants, as defined in Section 255.05, Honda Statutes (2012), as amended, supplying the Lessee with tabor, ina;enals, ur supplies, used directly or indirectly by the Lessee in the prosecution of the work related to the Leasehold Improvements under this Lease: and (ii) to pay the Lessor all losses. damages, expenses, costs, and attorneys fees, including appellate proceedings, that the Lessor sustains because of the Lessee under this Lease pursuant to claims made under Section 255 05, Honda Statutes (2012), as amended, and (iii) perf'om the guarantee of all obligations of the Lessee's under this Leese with respect to the construction, and the acquisition and installation of the Leasehold improvements 18 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 The Payment and Performance Bond may be terminated at such rime as the cousiruciion, and the acquisition and installation of the Leasehold Improvements are completed as evidenced by issuance or a certificate of occupancy and reasonably satisfactory evidence thereof is provided by the Lessee to the City Manager, including certification by the Lessee's architect that all requirements of the Payment and Performance Bond have been satisfactorily concluded. The form of the Payment and Performance Bond, a sample of which is attached herewith by reference as Exhibit "H," shall he approved by the City Manager. which approval shall not be unreasonably withheld. The Lessor agrees that in the event the Lessee cannot obtain the above Payment and Performance Bond, the Payment and Performance Bond may he provided by the general contractor (s) (in an amount acceptable to the Lessor with respect to the work to he performed by the general eontractur(s), in heti of the Lessee providing the same as Principal of the Project: Said Payment and Performance Bond(s) shall comply with all the requirements listed under in subsections (i) through (hi) above Section 6.3 Contractors Insurance. The Lessee shall require every contractor performing any work pertaining to the Leasehold Improvements to furnish certificates of insurance including Builder's Risk Insurance, if applicable, satisfying the Lessor's customary and commercially reasonable requirements therefor, protecting the Lessor and its respective commissioners, officers, agents, and employees, against any claim for personal injuries, death and property damage that inay be asserted because of the construction, or the acquisition or installation of the Leasehold Improvements Section 6.4 Additional Consideration. (a) The Lessor hereby, in consideration for the promises and covenants contained fin this Lease to be kept and performed by the Lessee, shall simultaneously with the execution of this Lease on the Effective Date, grant and convey alto the Lessee all existing Improvements (including improvements, furnishings, fixtures and equipment) listed in Exhibit "I", in its "as is" and "where is" condition (h) The Lessee hereby, in consideration of the granting of this Lease shall upon termination or expiration of this Lease- (i) grant and convey unto the Lessor, free and clear of all liens. title to all Leasehold Improvements of a permanent character (including, for avoidance of doubt, all dry racks, but excluding all trade fixtures, ftmishings, equipment and movable personal property such as, without limitation refrigerators, stoves, freezers, hood systems, grills, and dishwashers); and (ii) [n addition to the Leasehold Improvements to he conveyed to I.essoi as referenced above, Lessee shall further grant to the Lessor the right to purchase from the Lessee. all of Lessee's trade fixtures, furnishings, equipment and persona; property added to or installed at the Property by the Lessee during the tease Perin, utetuding all furnishings and equipment at then fair market value thereof, as determined by an appraisal, provided that the Lessor by notice in writing to the Lessee of at least lbrty live (45) days prior to the expiration, or earlier termination of the Lease Term, notifies the Lessee of its election. Section 6,5 Lessor's Property to Remain Free of Liens The Lessee shall make, or cause to be tirade, prompt payment of all money due and legally owing to all persons doing any work, including subcontractors, or providing supplies and equipment in connection with the construction, %construction or operation of the Property- the Lessee shall have no power or right to and shall not in any way encumber the Lessor's fee simple interest in the Property. If any hen ,shall at any time be filed against (he Property, the Lessee shall promptly take and diligently pursue a cause of action to have the same discharged or to contest in good faith the amount or validity thereof and if unsuccessful in such contest, to have the same discharged. Upon the Lessee's failure to do so, within thirty (30) days following Lessee's receipt of notice thereof from Lessor, the Lessor, in addition to any other nght or remedy that it inay have, may take such action as may be reasonably necessary to protect its interest, and the Lessee shall be responsible for any and all reasonable costs incurred by the Lessor in connection with such action, including all reasonable legal fees. costs and expenses Section 6.6 Lessor Approval. All Plats (furnished under this Lease are expressly subject to Lessor's written approval, which the City Manager is hereby authorized to act on behalf of for purposes of such approval, and which approval he or she may not unreasonably withheld or delay and which approval shall be subject to the criteria l'or approval set forth in Section 6,1, above. l9 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 No approval by the City Manager of any Plans furnished under this I.ccisc pwsuaiit to this Section shall relieve Lessee of any obligation it may have at law to the such Plans with any department of the City or any other governmental authunty having lunsdiction over the issues, or to obtain any building or other pennit or approval required by law. Lessee acknowledges that any approval given by the City Manager pursuant to this Section shall not constitute an opinion or agnenient by the City That the Plans are structurally sufficient or in compliance with any laws. codes or other applicable regulations ARTICLE VII CONDUCT OF BUSINESS BY LESSEE Section 7.1 Use of Property. The Lessee shall occupy the Property and continence operations on the Possession Date, subject to the operational limitations that will result from the contemplated cansuuctian of the Leasehold Improvements. After the referendum with respect to this Lease concerning the Property is approved, then, within fifteen (15) days following the date es of which the Licensee vacates that portion ul'the Property occupied by Licensee, or abandons its operations, Lessee may take possession of and occupy such portion of the Property. Following the Possession Date, Lessee shall occupy the Property as soon as reasonably possible. and covenants to continuously conduct its pennitted business therein throughout the Lease Tenn, subject to the operational limitations that will result from the contemplated constriction of the Leasehold Improvements, periodic tenant vacancies, periodic repair and retiirhishinent to the Leasehold Improvements. periods of time required for insurance adjustments and reconstruction following casualty ur parttal taking, and Force Maleure Lessee shall use the Property solely for the Permitted Uses I.essee shall not use. permit or suffer the use of the Property for any other business or purpose. Lessee agrees to conduct its business upon the Property in accordance with the highest ethical and operating standards of the marina and restaurant industry of which Lessee forms a part. Section 7.2 Operation of Lessee's Business. At all times during the Lease Tenn, Lessee shall manage the manna and restaurant operations at the Property with due diligence and efficiency, in I.essee's sole and absolute discretion, and in a manner prudent and in accord with the current business techniques within the locale for I.essee's business so as to maxmnze the amount of Applicable Gross Revenues, subject to Force Maicure Lessee shall carry (and shall use commercially reasonable efforts to cause each Applicable Sub -lessee to envy) al all times in the Property a stock of merchandise of such quantity, character and quality as shall he in accord with good and reputable business practices within the Coconut Grove business district which is the loca.e for Lessee's business. Section 7,3 Signs. in addition to the signage set forth in the Proposal, which is hereby deemed approved subject to obtaining any applicable permits, Lessee shall institute and enforce a uniform signage regime throughout the Property. which will apply to all directional sidewalk and street signage. and all exterior storcti•uni and canopy signage for the Parking Facilities Retail Area and the Permitted Retail Area (the "Progeny Directional and Retail Signage Regune"), which Lessee may revise from time to time Me Property Directional and Retail Signage Regime and periodic revisions to same shall be subject to Lessor's written approval and consent twhieh the City Manager is authorized to give), which may nut be unreasonably withheld, delayed or conditioned. All other signage on the Property (including, without limitation, restaurant signage and marina signage) shall be subject only to the requirements of applteable signage codes Lessee shall Greet an exterior monument or pylon sign fur the Property, of type, composition and design in conformance with the Miami 21 Zoning Code Lessee further agrees that it shall maintain (or shall use commercially reasonable efforts to cause any Sub -lessee to maintain) any exterioi sign, awning, canopy, decoration, ►ettenng, advertising matter or other thing in good condition and repair at all times, and. to the extent applicable. in accordance with Retail the Property Directional and Retail Signage Regime. ARTICLE ViII MAINTENANCE, REPAIR AND ALTERATION OF PROPERTY Section 8.1 Lessee's Maintenance Obligations Lessee, at its sole cost and expense, agrees to provide the necessary management and labor, to continuously maintain the Property, including all operating equipment. utility services, and connections on 20 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 the Property Lessee, at its sole cost and expense, agrees to provide, janitorial and custodian services, trash and garbage removal services, and any and all other related services necessary to have the Property, and the Leasehold improvements remain in good, sate, sanitary condition and repair throughout the Lease Tenn, Letiscc shall be responsible for periodic repainting of all exterior surfaces of the Leasehold improvements on the Property, maintaining all landscaping on the Property, and maintaining its equipment, fixtures, furnishings, and other personal property in good condition and repair. All maintenance shall he at the Lessee's sole cost and expense and will he subject to general inspection by the Lessor to insure n continuing quality of maintenance and appearance and physical condition of the Property commensurate with maintenance, health, and safety standards established by Applicable Law Section 8.2 Lessee's Repair Obligation Lessee, at Lessee's sole cost and expense, at all times during the lease Term, shall make all intenor, exterior, structural repairs, including repairs to the roof, wires, pipes, conduits and other equipment or facilities for supplying heat, light, power, hot and cold water services, all drainage and waste pipes ur facilities leading from the Property, and to all heating, ventilating and air-conditioning equipment and any other repair or replacement to the Property and to the Leasehold improvements. Section 8.3 Preventative Maintenance and Set -vices. Lessee shall, at its sole cost and expense. provide the following preventive maintenance and services: a. Daily cleaning and janitorial services for the exterior common areas of the Property; h. Grounds services including lawn, shrub and tree maintenance and removal of'any rubbish or obstnretions from the Property; Exterior window cleaning to he performed as needed but no less than once every one hundred and twenty days; d. Vermin control as necessary, but no Tess than once every thirty (30) days, e Periodic maintenance and cleaning of kitchen and exhaust equipment, and grease traps or grease inceptors, if applicable, but no less than once every ninety (90) days; and Painting of exterior of building including caulking of all windows and door frames no less than once every four (4) years. In addition t„ the above, on the tenth and twentieth Lease Year of the Effective Date, and once every five years thereafter, the Lessee, at its sole cost and expense, shall have a qualified engineer perform a physical inspection of the Property including, but not limited to all structural components, plumbing, life safety, electrical, heating and air conditioning systems and mechanical equipment as well as any and all structural trade fixtures on the Property, as part of a preventive maintenance program. The Lessee shall submit the engineer's report along with a proposed plan for the funding and implementation of the recommendations contained in the engineer's report to the Lessor by the end of the Lease Year in which such report is due for the Lessor's review. If the Lessee refuses, neglects or fails to provide the services required herein or does not provide adequate services within thirty (30) days after written demand from the Lessor, the lessor may take corrective measures or cause the Property to he cleaned or repaired without waiving its right based upon any default of the Lessee and without releasing the Lessee from any obligations hereunder. The Lessee shall pay the Lessor the full reasonable cost of such work within thirty (30) days of receipt of an invoice indicated the cost ol'such corrective measures or cleanup Failure to pay such invoice shall constitute a default of this Lease. 11otviihstanding the above, the Lessee's failure to perform the eorrectne measures or clean-up to the Property as directed shall constitute a default of this Lease, subject to the applicable Cuie Periods Nothing herein shall imply that maintenance, repair, and inspections should be performed by the Lessee only at the suggested intervals. The Lessee shall, at all times, he responsible for the condition of the Property and shall perform repairs required in a timely manner so as to prevent injury to persons and waste to Property, Section 8.4 ChanueslAlterations. Except as consistent with the plans and specifications set forth in the Proposal, which are hereby deemed approved subject to obtaining applicable permits, Lessee shall not remove any buildings constituting a portion of the Leasehold Improvements or construct any additional buildings in and to the Property or any part thereof, without the prior written consent of the Lessor, which consent shall he at the sole discretion of the City Commission. Lessor's consent or approval shall not he required with respect to 21 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 any other alterations to the Leasehold Improvements so long as such alterations are generally consistent with the Proposal or necessary to comply with Applicable Law, and, without limiting the foregoing, Lessee shall not be required to obtain the consent or Lessur m connection with the repair or periodic maintenance or refurbishment of any Leasehold Improvements or the reconstruction of any Leasehold Improvements following any casualty or taking, or in connection with the installation of any trade fixtures, furnishings or equipment. exterior signs (so long as same conform to the Property Directional and Retail Signnge Regime), exterior machinery, floor covering, interior or exterior lighting, plumping fixtures, ,shades, awnings, interior build -out, including, without limitation, tenant improvements to the Parking Facilities Retail Area or the Other Permitted Retail Area . No approval by the City Commission nt' any changes or alterations shall relieve Lessee of any obligation it may have at law to file the required documents with any department of the City or any other governmental authority having. jurisdiction over the issues; or to obtain any building nr other permit or approval required by la v Lessee acknowledges that any approval given by the City Lonunisston pursuant to this Section shall not constitute all opinion or agreement by the City that the changes or alterations are in compliance with any laws, codes or other applicable regulations. 8.5 Capital Infrastructure Account. Lessee agrees to contribute l% of gross revenues to u Capital Infrastructure Escrow Account to fund on -going capital infrastructures costs. in regards to sub- lessees, Gross Revenues will apply to rents received by Lessee. Lessee shall send notification of the escrow fund balance to Lessor on an annual basis. The Parties shall enter into an escrow agreement to govern the use of these funds. ARTICLE IX INSURANCE AND INDEMNITY Sectior. 9.1 Insurance on the Property. (a) In connection herewith, Lessee shall obtain and maintain or cause to he obtained and maintained in full force and effect throughout the period of this Lease, with respect to its operations on the Property the types and amounts of insurance coverage set forth in items 1 through ViI of Exhibit "J" attached hereto and incorporated herein by reference; and with respect to all Leasehold Improvements (expressly excluding the Parking Facilities Retail Area) the types and amounts of insurance coverage set forth in item VIII of Exhibit "J". If required by state, county, or city laws from time to time f'or work conducted on or use of municipal properties, Lessee shall obtain and maintain or cause to be obtained and maintained throughout or during the term of this Lease, as applicable, such types and amounts of payment. performance, maintenance. or restoration bond(s) as shall he required to be reviewed and approved by the City's Risk Management Department in coordination with Lessee's Risk Management or other appropriate Department, which approval shall not be unreasonably withheld, delayed or conditioned. The Lessor reserves the right to reasonably amend the herein insurance requirements by the issuance of a nonce in writing to the Lessee, which amended insurance requirements shall be consistent with commercially reasonable requtrements then applicable to comparable leasehold interests and subject It) the reasonable approval by Lessee, which approval shall not he unreasonably withheld (h) Lessor shall obtain and maintain (or shall cause the MPA to obtain and maintain) in full force and etTect throughout the Lease Term, with respect to the Parking Facilities (including, without limitation, the Gray Shell Improvements), the types and amounts of insurance coverage set forth to items 1, 1I, III, IV, VI and VIII of Exhibit "J", as the criteria therein may he revised from time to time as provided in the immediately preceding subparagraph a. Lessor's insurance requirements may be met through a sett' insurance program_ Section9-2 Delivery of insurance Policies, All public liability, workers compensation and employer's liability policies shall he retained by the Lessee. The policies of insurance required to he furnished pursuant to item VIII of Exhibit "J" shall he held by and he payable, and the proceeds thereof shall be distributed in accordance with the terms of this Lease. Insurance company certificates evidencing the existence of all of these policies of insurance shall be delivered to the Lessor, All policies of insurance required to be provided and obtained by Lesser shall provide that they shall not be amended or canceled on less than thirty (30) days prior written notice to the Lessur The Policies required to be maintained by Lessor and Lessee pursuatu to item VIIi of Exhibit "J" shall contain waivers of subrogation rights endorsements, as required below. The Lessor shall have no obligation to pay premiums or make contributions to the insuring company or any tither person or satisfy 22 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 any deductible with respect to any policy required to be maintained by Lessee. On or before the Effective Date and not less than thirty (30) days prior to the expiration dare of any policy required to be carried ptrrmant to this Section, the Lessee shall deliver to the Lessor insurance company certificates evidencing all policies of insurance and renewals required to he furnished, and, upon written request by Lessor, Lessee shall furnish to Lessor copses of the applicable respective policies. Receipt of' any documentation of insurance by the Lessor or by any of its representatives which indicates less coverage than required does not constitute a waiver of the Lessee's obligation to fulfill the insurance requirements herein. Section 9 3 Adjustment ulLoss. Any Net Insurance Proceeds recovered on account of any damage or destruction by any casualty shall be made available for the payment of the cost of the reconstruetion, replacement or repairs. All ol'the Net Insurance Ptoceeds plus the amount of any deductible applicable to said damage or destruction (the 'Reconstruction Escrow Fund") shall he deposited by the insurance company or by the Lessee (in the Lase of the deductible) with an escrow agent acceptable to the City Manager (subject to approval by City Attorney) and Lessee, pursuant to an escrow agreement which shall be reasonably satisfactory to the City Manager and Lessee, with commercially customary provisions for such escrows, including, without limitation, instructions o the escrow holder that the escrow holder shall disburse the fonds to the Lessee, with notice thereof to the Lessor, as the work of the reconstruction, replacement or repairs progresses, upon certificates of'the Lessee's architect or engineer supervising the work that the disbursements then requested, plus all previous disbursements made from such Reconstruction Escrow Fund, do not exceed the cost ol'the work already completed and paid for, and that the balance in the Reconstruction Escrow Fund is sufticient to pay for the reasonably estimated cost of completing the required work. If the amount of the Net Insurance Proceeds is less titan the cost of the required work, then Lessee shall pay the excess cost, and if the amount of the Net Insurance Proceeds is greater than the cost of the required work, then the excess shall he paid to and belong to the Lessee. Section 9.4 Insurer to 13e Approved -Premium Receipts. All policies of insurance of the character described in Exhibit "J" shall he written by companies of recognized responsibility reasonably acceptable to the Lessor, On request by Lessor, Lessee shall provide photocopies of receipts showing the payment of premium for all insurance policies required to he maintained by this Lease, Section 9.5 Indemnification of Lessor.. Lessee shall indemnify, defend and save Lessor harmless from and against any and all claims, actions, damages, liability and expense in connection with loss o1' life, personal injury and/or damage to ur destniction of property arising trotn or out of any occurrence in, upon or at the Property, or the occupancy or use by Lessee of' the Property. or any part thereof, or occasioned wholly or in part by any set of omission of Lessee, its agents, contractors, employees, servants, customers, invitees, Lessees, Sub -lessees or concessionaires. In case Lessor shall he made a party to any litigation commenced by or against Lessee covered by this indemnity provision, then Lessee sha:1 protect and hold Lessor hartnless and pay nil costs and attorney's fees incurred by Lessor in connection with such litigation, and any appeals thereof Lessee shall also pay all costs, expenses and reasonable attorneys' fees that may be incurred or paid by Lessor in enforcing the covenants and agreements in this Lease Section 9.6 Waiver of Subrogation. Lessor and Lessee each hereby waives any and all right ot'recovery Lesser or Lessee, as the case may be may otherwise have against the other party hereto and such other pnrty's respective servants, agents, contractors, customers and employees, for loss or damage to the Property or the Parking Facilities, as the case may he, to the extent such loss or damage is covered by the All -Risk policies maintained or required to he maintained, respectively by Lessor (ur the MPA) or Lessee, as the ease may be, pursuant to the terns hereof', notwithstanding that such loss or damage may result from the negligence ur fault of the other party hereto, or its servants. agents, contractors, customers or employees. Lessor and Lessee each hereby waives all rights to recover against the other party for any damages arising from any cause covered by any insurance required to be carried by Lessor or Lessee. , as the case may be, or any insurance actually carried by Lessor or Lessee, as a case may be. Lessee shall cause and Lessor shall cause (or shall cause the MPA to cause) its respective insurer(s) to issue appropriate waivers of subrogation rights endorsements to all policies of All -Risk insurance policies carried in connection with the Property in the Parking Facilities and all commercial general liability policies maintained by Lessee and Lessor (and where applicab,e, the MPA) shall include contractual liability coverage with respect to the contractual obligations of Lessee and Lessor (and, where applicable, the MPA) hereunder 23 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 Section 9,7 Release of Lessor. Except as expressly provided below, the Lessee for and in consideration of the teasing and the demise of the Property to the Lessee hereby release, remise and discharge the I.essor, its ut'iiceis and employees, of and from all claims, demands. actions, whether in law or in equity which may he tiled or asserted by the Lessee or its Assignees for or on account of improvements mode and furniture, fixtures and equipment installed in the Property, and from any and all costs and expenses, of Lessee or its Assignees in connection with this Lease, including, but not limited to the development of the Property and acquisition of the Leasehold improvements, which may result from a third party challenging Ilse validity or legality or this transaction under the City Charter or Code or the laws of the State of Florida, or arising out of the award of this Lease, or any subsequent Assignment of this Lease by the Lessee or its Assignees ("Claim") It is the intent of the Parties that, except as expressly provided below, this provision shall control over any other provision in this Lease and that notwithstanding any limited representations provided by Lessor under Section 2 5 of this Lease, except as expressly provided below, neither the Lessee, nor its Assignees shall seek to recover from the Lessor compensation for, or reimbursement of any costs, losses, fees or expenses incurred by the Lessee or its Assignees, including expenses incurred in connection with the nequisitiun of this Lease or the financing, and/or installation of the Leasehold Improvements, or otherwise, as a result of any adverse. judgment which may he entered or relief granted in connection with the Claim. The terms of this provision shall expressly be made a part of any future assignment or mortgage of the Leasehold Interest. ARTICLE X SERVICES AND UTILITIES Section I0,1 Lessee to Provtde and Pay for Unlities. The Lessee shall pay, or cause to he paid, all proper charges for gas, electricity, light_ heat, water and power, for telephone, protective and other communication services, and for all other puhhc or private utility services, which shall be used, rendered or supplied upon of in connection with the Property and the Leasehold Improvements, or any pan of it, at any time during the Lease Term; and the Lessee shall comply with all contracts relating to any such services and will do all other things required fur the maintenance and continuance of all services as are necessary for the proper maintenance and operation of the Property and the Leasehold Improvements. The Lessee shall also at its sole expense procure any and all accessary pemilts, licenses or other authorization required for the lawful and proper installation and maintenance upon the Property of wires, pipes, conduits, tubes and other equipment and appliances for use in supplying any such utilities, services or substitutes to the Property. Section 10.2 Lessor Not Liable for Failure of Utilities The Lessor sh,11 not be liable for any failure of' water supply, sewer, gas or electric current, or for any injury or damage to any person or the Property caused by or resulting form water, gas or electricity which may leak or flow from the water or gas mains on to any part of the Property or the Leasehold Improvements. The Lessor shall not he required to make any alteration to any service or utility system of the Property on behalf of Lessee; provided, however, tbllowing notice in writing from Lessee to Lessor of the interruption of any electric, water or sewer service to the Parking Facilities Retail Area, Lessor shall immediately commence, and diligently pursue, all commercially reasonable measures required in order to restore sueh service. Lessor shall not be Kahle for temporary failure of services, and same shall not be deemed to constitute aehial or constructive eviction, nor entitle Lessee to any abatement or diminution in rent pnyahle under this Lease. ARTICLE XI TRANSFERS, SUBLETTING AND LEASEHOLD FINANCI`G. Section 11.1 Lessee shall have the authority to enter into Sub -leases or assignments for portions of the Property, without the consent of Lessor, so long as such Sub -leases or assignments conform to the Permitted Uscs. Any Sub -leases or assignments not conforming to such uses shall he void and of no force or effect and shall not confer any interest or estate in the purported Sub -lessee or assignee, and if Lessee shall fail to terminate any such Sublease or ass:gnment not confbnning to the Permitted Llses, within sixty (60) days tbllowing demand therefor from Lessor, such failure shalt constitute a default under this Lease and the Lessor, at its election, may terminate this Lease. It is agreed that all applicable terms and conditions of this Lease shall extend to and be binding on all Sub -lessees and shall he fur a period of time equal to or less than the Lease Term Lessee shall be 2.4 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 liable for acts and omissions by any Sub -lessee to the extent any such acts or urtnssireis constitute a breach of the terms of this Lease. Lessor reserves the right to directly terminate the rights and interests of any Sub -lessee under any Sub -lease for any cause for which Lessee's Leasehold Interest may be terminated, following the expiration of any applicable cure period. following applicable notice To the extent Lessor's consent is required with respect to any Sublease or assignment, Lessee shall reimburse to Lessor, as Additional Rent, all reasonable costs and expenses, including reasonable attorneys' fees, which Lessor incurs by reason of or in connection with its review and consideration of any such Sublease or assignment, and all negotiations and actions with respect thereto, such Additional Rent to he due and payable within thirty (30) days of receipt ofa statement ot'such costs and expenses from Lessor, (h) procedure for Sub -lease or Assignment. Should Lessee desire to enter into a Sublease or assign its interest in :his Lease (in each case, to the extent I.es.sor's consent thereto is required as provided above), lessee shall, in each instance, give written notice of its inn ntion to do so to the City Manager at least fifteen (15) days, in the case of any such Sublease, and thirty (30) in the ease of any such assignment, poor to the effective date of any such proposed Sublease or assignment, specifying in such notice the nature of such proposed Sublease or assignment and the proposed date thereof and specifically identifying the proposed Sub -lessee ur Assignee Such notice shall be accompanied by a copy of the proposed Sublease, license, concession or permit agreement. or proposed assignment, {c) Additional Consideration Payable to Lessor. Except as provided below with respect to a valet concession and with respect to Subleases within the Parkine Facilities Retail Area and the Other Permitted Retail Areas (other than a Marine Retail Store). Lessee shall, in consideration therefore, include in Lessee's Gross Revenues the amount of Sub -lessee's Gross Revenues which shall he listed separately on Lessee's monthly and annual reports of Gross Revenues. Suh-lessee's records shall be kept in accordance with Section 4.4 Addittona:ly, Lessor reserves the right to examine such Sub -lessee's books and uudit Sub -lessee's entire records in accordance with Sections 4.6 and 4.7 of this Lease. Lessee shall collect a tee from all valet concessionaires allowed on the Property ("Valet i•ecs") Lessee shall include in its calculation of Gross Revenue such Valet Fees as received by Lessee and Percentage Rent for such Valet Bees shall be calculated pursuant to Section 4 1 3(v) of this Lease The acceptance by Lessor of the payment of Rent tirllowing any Sub -lease prohibited by this Article shall not he deemed to he a consent by Lessor to any such Sub -lease nor shall the sane he deemed to he a waiver of any right or remedy of Lessor hereunder. Section 11.2 Definitions. As used in this Article the tens: (a) "'transfer" means. (r) any total or partial sale, Assignment or sitting of Lessee's Leasehold Estate or any contract or agreement to do any of the same: (ii) any transfer of the membership interests of Lessee if the transfer results in the beneficial ownership of Grove Bay Investment Group, LLC ("GBIG") being less than 51 % of the Lessee; ur (in) any merger or consolidation of lessee with any other person, or the sale or lease of all or substantially all of the assets of the Lessee or of any Owner, other than an Owner whose shares are publicly traded (b) "Owner" means. (i) any person, tins, corporation or other entity which owns, directly or indirectly, legally or beneficially, more than fifteen percent (15%) of the stock or equity of the Lessee, hut shall not include any equityholder of an Owner whose shares are publicly traded. (e) "Owner whose shares are oubhcly traded" means an Owner: (i) who has tiled an effective registration statement with the Securities & Exchange Commission (or its successor) with respect to the shares of any class of its voting stock or of all classes of any other limn of ownership interest which Includes voting rights, and (it) whose voting stock and other form of ownership tntcrest described in clause (i) is listed for trading purposes on a securities exchange subject to the regulatory ,jurisdiction of the Securities & Exchange Commission (or its successor) or is publicly traded over the counter. 25 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 Section 11 3 Transfers. The Lessee recognizes that the operational experience of the lessee as set forth in the Proposal was given special consideration by the Lessor in the public selection process undertaken by the Lessor for the award of this Lease. Therefore, Lessee agrees that except as permitted pursuant to subparagraphs (a), (h) and (e) below, or as specifically approved pursuant Section 11.7 below, no Transfer may he made, suffered or created by the Lessee, or any Owner without the prior written consent of the City Manager which consent shall not be unreasonably withheld or delayed. The City Manager in his sole discretion, may. but shall not be obligated to, present any request for Transfer to the City Commtssion for its final approval The following Transfers shall he permitted hereunder' (a) Any Transfer directly resulting from the foreclosure of lessee's Leasehold Estate, provided that such purchaser or grantee is an institutional investor or an agent, designee or nominee of an institutional investor which is wholly owned or controlled by an instinitional investor, and that .such purchaser or grantee within six (6) months after taking possession of the Property, shall have entered into an agreement tbr the management and operation of' the Property with an acceptable operator or is itself an acceptable operator; (b) any f.ansfer to an acceptable operator consented to by the City Manager, whose consent shall not be unreasonably withheld or delayed or conditioned; (c) the issuance of stock/equity or stock/equity options to Lessee's directors, officers, or employees, provided the stock/equity or stock/equity options issued constitute, in the aggregate, less than fifteen percent (15%) of the issued and outstanding stock/equity of Lessee; The Parties hereby acknowledge and agree that anything herein to the contrary notwithstanding, the "going public'. by Lessee, including, but nut limited to, the filing of a registration statement with the Securities and Exchange Commission, the creation of one or more classes of stock and the offering of shares of stock to the public for purchase, shall not constitute a Transfer hereunder and shall not require the consent of the Lessor. Any consent to a Transfer shall not waive any of the Lessor's rights to consent to a subsequent Transfer, Any 'transfer made in violation of the terms hereof shall be null and void and of no force and effect Section. I 1 4 Notice of Transfer. With respect to any Transfer which must he approved by die City Manager, the Lessee shall give or cause to he given to the Lessor written notice (including all information necessary for the Lessor to tnakc an evaluation ut' the proposed acceptable operator according to the requirements of this Lease) of any Transfer of which Lessee, or its officers shall have knowledge, not less Than sixty (60) days prior to any such proposed Transfer, and the Lessor shall within thirty (30) days of its receipt of such information, advise Lessee in writing if it shall consent to same. If the Lessor shall not consent to a Transfer, the City Manager shall state the reasons for such disapproval in his notice to Lessee if the Lesser is not required to consent to a Transfer pursuant to the feints hereof, the Lessee shall notify the Lessor in writing of saute within thirty (30) days atter the date of Transfer. In the event the City Manager elects to exercise his right under Section 11.3 to present any request for Transfer to the City Commission fur its approval, the City Manager shall use due diligence to present the request for Transfer to the City Commission as soon as practicable and the time for performance by Lessor shall he reasonably extended to provide sufficient tune for presentation to the City Commission. Section 11.5 Information as to Shareholders. etc. I.essee shall from time to time throughout the Lease Term, as the Lessor shall reasonably request, furnish the Lessor with a complete statement, subscribed and sworn to by the President or Vice -President and the Secretary or Assistant Secretary, or manager, as the ease may be, of the Lessee, setting forth the full names and addresses of holders of membership interests in T.essee, and the extent of their holdings, and in the event any other parties have a beneficial interest in such stock, their full names and addresses and the extent of such interest as determined or indicated by the records of Lessee Notwithstanding the foregoing, the information required by this Section 11.5 shall not be required to be furnished with respect to the shareholders of any owner whose shares are publicly traded. Section 11 6 Effectuation of Pennnted Transfers. No Transfer at' the nature described in Subsection 1 1.3(h) above shall be effective unless and until: (a) all Rents. taxes, assessments. Impositions, insurance. permitting and other charges required to be paid oy the Lessee under this Lease shall be paid by the Lessee up to the date of Transfer, 26 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 and all other covenants and agreements !u be kept and performed by the Lessee shall be substantially complied with at the date of Transfer: and (h) the entity to which such Transfer is made, by instrur lent in writing reasonably satisfactory to the City ;Manager and in a form recordable among the land records, shall, for itself and its successors and assigns, and especially for the benefit of the Lessor expressly assume all of the obligations of Lessee under this Lease, and agree to be subject to all conditions and restrictions to which Lessee is subject, provided, however, that any Transferee shall not he required to assume any personal liability under this Lease with respect to any matter arising prior or subsequent to the period of such Transferee's actual ownership of the Leasehold Estate created by this Lease (it being. understood. nevertheless, :hat the absence of any such liability for such matters shall not impair, impede or prejudice any other right or remedy available to the Lessor for default by Lessee). Nothing herein shall be construed to relive or release the Lessee from liability for the performance of all of the obligations of Lessee under this Lease, unless the Lessor in writing expressly provides for such a release; provided, however, notwithstanding the foregoing, the Lessee immediately prior to such Transfer shall have no liability whatsoever with respect to any matter arising subsequent to the date of such Transfer. Section 11,7 Critcna for Consent for Transfer. The Lessor may condition its consent to a permitted Transfer upon satisfaction of all or any of the following conditions (i) The net worth, determined in accordance with generally accepted accounting principles, of the Transferee immediately prior to the Transfer shall not be less than the net worth of said Transferor on the Effective Date adjusted for inflation. (ii) Such Transfer shall not adversely affect the quality and type of business operation ‘vhich the Lessee has conducted theretofore; (its) Such Transferee, shall possess qualifications for the operation of Lessee's business as reasonably required of an acceptable operator a comparable project. or shall engage an acceptable operator having such qualifications and shall have demonstrated recognized experience in successfully operating such a business, including, without limitation, experience in successfully operating a similar quality business; (iv) Such Transferee shall continue to operate the business conducted at the Property pursuant to all the provisions of'this Lease; (v) Such Transferee shall assume in writing, in a form acceptable to Lessor, all of Lessee's obligations hereunder. and Lessee shall provide Lessor with a copy of all documents pertaining to such Transfer; and (vi) Lessee shall pay to the Lessor any due, but unpaid Rent. Section 11.8 Liability ot'Lessee If a transferee dues not meet all of the criteria set thrth in Section 1. 7. Lessor, at its sole opt.on, by notice to Lessee prior to the consummation of such Transfer, may require Lessee transferring such interest to retrain liable under this Lease for the performance of all terms, including, but not limited to, payment of Rent due under this Lease. Section 11 9 Payment Upon Transfer or Sale of Lessee Business or Stock. Lessee recognizes and agrees that: (i) the experience of Lessee was given special consideration by Lessor in the selection process which resulted in the award of this Lease; (ii) the qualifications and identity of Lessee are of particular concern to the community and Lessor; and (iii) it is partially because of such qualifications and identity that Lessor is entering into this Lease_ Accordingly. at all tunes prior to the date of Transfer: (A) the Lessee's Equity Contribution shall be maintained or have been satisfied prior to the date of Transfer; and (B) GBIG shall retain voting and operational control of Lessee. Any waiver of the foregoing requirement shall require the City Manager's prior written consent, which may be granted or withheld in his or her sole and absolute discretion. Lessee or Transferee shall pay to i.essor a fee (the "Transfer Fee"), in connection with any Transfer as follows: during the initial five (5) years of the Term, the Transfer Fee for any sale or Transfer shall he 2% of the Gross Sale Amount; between Years 5 to 10 of the Term the Transfer Fee shall he 1.5% of the Gross Sale Amount; between Years 10 — 20 of the Term the Transfer Fee shall he 1 0% of the Gross Sale Amount, and after Year 20 of the Term, the Transfer Fee shall he 0 75% of the gross sale amount of such transaction. The Lessee shall pay to the Lessor the Transfer Fee at the time the Transfer becomes effective, or in the case of the sale of the Lessee's stock at the time the shares of stock are sold Section 1 1. 10 Acceptance of Rent from Transferee. 27 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 The acceptance by Lessor of the payrnenl of Rent rollowing any Transfer prohibited by this Article shall not be deemed to be a consent by Lessor to any such, nor shall the same be deemed to be a waiver of any right or remedy of Lessor hereunder. Section 1 1.1 1 Transfers of the City's interest. At the Lessee's request, Lessor shall provide the Lessee copies of any and all agreements or contracts pertaining to the total or partial sale, Assignment, conveyance, tnortgage, trust or power, or other transfer in any mode or form of or with respect to the Lessor's reversionary or fee interest in the Property, or any part thereof, or any interest therein, or any contract or nareemeut to do any of the same, to any purchaser, Assignee, mortgagee, or trustee. Lessor hereby agrees to incorporate the terms and conditions set forth in this Lease or in any agreement or contract with such purchaser, Assignee, mortgagee, or trustee Section 1 1.12 Mortgages and Mortgagees. 11.12.1 Leasehold Mortgage. (a) Notwithstanding anything herein to the contrary regarding any I-ransfers. hut subject to the provisions of this Section 11.12, and further provided that Lessor has not notified Lessee tin writing that a Lessee Default has occurred that remains uncured, Lessee shall have the right during the Lense Ternn, to encumber the Leasehold Estate by Leasehold Mortgage, for the purpose of securing the financing for the construction of the Leasehold Improvements and/or for the long-term financing or refinancing of any such Leasehold improvements, subject to review and approval by the City Manager of the mortgage documents, for the sole purpose of ensuring compliance thereof with the conditions for mortgaging as set forth in hits Section 11.12, provided thin such Leasehold Mortgage shall not encumber Lessor's fee sunple title to the Property. Lessee shall provide copies of all mortgage documents required for the City Manager's review Notwithstanding anything to the contrary in this Section or in this Lease, the Lessor and. Lessee expressly agree, and (by acceptance of the Leasehold Mortgage) any Leasehold Mongagee, that the Lessee's right to place a Leasehold Mortgage against the Lessee Leasehold Estate is subject to the following' 1 At the time the Leasehold Mortgages is made, Lessee has not been notified of any Lessee Default under this Lease that remains uncured. 2. No Leasehold Mortgagee or anyone claiming by, through or under the Leasehold Mortgagee, shall by virtue of such Leasehold Mortgage, acquire any greater rights in the Property than the Lessee has under this Lease. 3. The Leasehold Mortgage shall he expressly subject and subordinate to al) conditions and covenants of this Lease and !o the nghts and obligations of Lessor The Leasehold Mortgagee of any Leasehold Mortgage and the owner of any indebtedness secured by the Leasehold Mortgage, upon acquiring Lessee's Leasehold Estate shall take the same subject to the covenants of this Lease 4. The Leasehold Mortgage shall expressly provide that the Leasehold Mortgagee shall notify Lessor of default by Lessee 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 11.12 shall be deemed to apply in all respects to any affiliated designee or nominee of such Leasehold Mortgagee. 6. That the Lessor and any mortgagee of Lessor shall execute and deliver to any Leasehold Mortgagee a non -disturbance agreement in font and substance reasonably satisfactory to such Leasehold Mortgagee and Lessor 7. That except as expressly prohibited by the provisions of this Section 11.12, any Leasehold Mortgage may be upon such terms and conditions as the Lessee and Leasehold Mortgagee may agree. In no event may the amount of such financing or refinancing exceed the greater uf. (a) eighty percent (80%) of the fair market value of the Leasehold Estate and all the Leasehold Improvements thereon, or (h) eighty percent (80%) of the Replacement Costs ("Replacement Casts" are defined as the total costs for replacing the Leasehold Improvements located on the Property) Lessee shall deliver to Lessor promptly after execution by Lessee a true and verified copy of any Leasehold Mortgage, and/or any amendment, modification or extension thereof, together with the name and address ol'the owner and holder thereof Lessee may not encumber the Leasehold Estate as security for any indebtedness of Lessee with respect to any other real or personal property now or hereinafter owned by Lessee (h) During the continuance of any Leasehold Mortgage until such tune as the lien of any Leasehold Mortgage has been satistied: 28 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 (i) The Lessor shall not agree to any mutual termination nor accept any surrender of this lease (except upon the expiration of the Tenn), nor shall the Lessor consent to any material amendment or modification of this Lease, or waive any rights or consents it inay he entitled to pursuant to the terms hereof, without the prior written consent of Leasehold Mortgagee, which consent shall not be unreasonably delayed or withheld. (ii) Notwithstanding any default by Lessee in the performance or observance of any covenant, condition or agreement of this Lease on the pall of Lessee to be performed or observed. the Lessor shall have no right to terminate this Lease even though a Lessee Default shall have occurred and he continuing, unless and until the City Manager shall have given Leasehold Mortgagee written notice ot'such Lessee Detbult and Leasehold Mortgagee shall have tithed to reinedy such default or to acquire the Leasehold Estate created hereby or to commence foreclosure or other appropriate proceedings in the nature thereof, all as set forth in, and within the time specified hy, this .Section 1112 (iii) Subject to the provisions of subparagraph (iv) immediately below, Leasehold Mortgagee shall have the right, but not the obligation, at any tune pnor to termination of this Lease, to pay all of the Rent 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 Lessee hereunder, and to du any act or thing which may he necessary and proper to he 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 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 Lessee instead of by Leasehold Mortgagee. Any act or inaction hy a 1,ea ;ehold Mortgagee shall be at the reasonable discretion of the Leasehold Mortgagee (iv) Should any Lessee Default under this Lease occur, Leasehold Mortgagee shall have sixty (60) days, or such additional time as is reasonably necessary to diligently cure the Lessee Default, atter receipt of notice from the City Manager setting forth the nature of such Lessee Default, to remedy same and, if the Lessee Default is .such that possession of the Property may he reasonably necessary to remedy the Lessee Default, Leasehold Mortgagee shall, within such sixty (60) day period, commence and diligently prosecute a foreclosure action or such other proceeding as may he necessary to enable Leasehold Mortgagee to obtain, such possession, provided that (aa) Leasehold Mortgagee shall have fully cured any default in the payment of any monetary obligations of Lessee under this Lease within such sixty (60) day period and shall continue to pay currently such monetary obligations as and when the sane are due, (bb) Leasehold Mortgagee shall within six (6) months of the date that it takes possession of the Subject Property employ an "Acceptable Operator" for the continued operation of the Project, which shall mean such operator of :he fnciluy as designated by the Leasehold Mortgagee and approved by the City Manager. which approval shall not be unreasonably withheld or delayed so long as such operator has the relevant experience and operating history comparable to the Lessee, and (cc) Leasehold Mortgagee shall have acquired the Leasehold Estate created hereby or commenced foreclosure or other appropriate proceedings in the nature thereof within such sixty (60) day period or prior thereto, and shall he 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 such Lessee Default shall be subject to and conditioned upon the City Manager having first given Leasehold Mortgagee written notice of such Lessee Default and Leasehold Mortgagee having failed to remedy such default or acquire Lessee's Leasehold Estate 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 (iv) (v) A Lessee Default under :his Lease which in the nature thereof cannot he remedied by Leaseh >Id Mortgagee shall be deemed to be remedied if: (aa) within sixty (60) days after receiving wntten notice from the City Manager setting forth the nature of such lessee Default, Leasehold Mortgagee shall have acquired Lessee's Leasehold Estate or commenced foreclosure or other appropriate proceedings in the nature thereof; (bb) Leasehold Mortgagee shall diligently and continuously prosecute any such proceedings to completion; (cc) Leasehold Mortgagee, within such sixty (60) day period, shall have tiilly cured any default that does not require possession of the Property. including a default in the payment of any monetary obligations of Lessee under this Lease and shall thereafter continue to faithfully pertorm all such obligations that do not require possession of the Property; and (dd) 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 Terrn. 29 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 (vi) If the Leasehold Mortgagee is piohihited by any process, or injunction issued hy any court, or by reason of any action by any court having jurisdiction of any bankruptcy, debtor rehabilitation or insolvency proceedings involving Lessee from commencing, or prosecuting foreclosure or other appropriate proceedings to the nature thereof, the tunes specified in subparagraphs (iv) and (v) above for commencing or prosecuting such foreclosure or other proceeding shall he 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 Lessee under this Lease, and shall continue to perform currently such obligations as and when the saute fall due, and provided that Leasehold Mortgagee shall diligently attempt to remove any such prohibition. (vii) The City Manager shall mail to Leasehold Mortgagee a duplicate copy by certified trail of any and all notices which the Lessor may from time to time give to or serve upon Lessee pursuant to the provisions of this Lease, no notice hy the City Manager to Lessee hereunder shall be deemed to have been given unless and until a copy thereof has been mailed to the Leasehold Mortgagee (viii) Foreclosure of a Leasehold Mortgage or any sale thereunder, whether by judicial proceedings or by virtue of any power of vale contained in the Leasehold Mortgage, or any conveyance of the Leasehold Estate to Leasehold Mortgagee by virtue or in lieu of the foreclosure or other appropriate proceedings in the nature thereof, shall not require the Lessor's consent or constitute a breach of any provision of, or a default under this Lease Upon such foreclosure, sale or conveyance. the Lessor shall recognize Leasehold Mortgagee, or any other foreclosure sale purchaser, as tenant hereunder:. provided, that Leasehold Mortgagee or any such foreclosure sale purchaser shall quality 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 Lease Tema. Further. provided, that in the event there :re two or more Leasehold Mortgagees or foreclosure sale purchasers (whether the saute or different Leasehold Mortgagees), the Lessor shall have no duty_ or obligation whatsoever to determine the relative, priorities of such Leasehold Mortgages or the nghts of the different holders thereof and/or foreclosure sale purchasers. (ix) Subject to the restrictions and limitations imposed on the Lessor by the Charter of the City of Miaiui and the provisions of Section 11.12, Lessoi and Lessee shall cooperate in including in this Lease by suitable amendment from tine to tune any provision which may he requested by any proposed Leasehold Mortgagee, or may otherwise be reasonably necessary, to implement the provisions of this Section 11 12; provided. however, that any such amendment shall not in any way affect the i.ease Terni. (x) Notwithstanding that this Lease otherwise contemplates that Net Insurance Proceeds or Net Condemnation Proceeds shall be deposited with an escrow agent and disbursed pursuant to the terns of the escrow agreement with such escrow agent, whenever the Leasehold Estate shall be encumbered by a Leasehold Mortgage during the Lease Term, all such Net Insurance Proceeds or Net Condemnation Proceeds shall he deposited with and disbursed by such Leasehold Mortgagee pursuant to its customary and commercially reasonable procedures I i 12.2 No Waiver of Lessee's Obligations or Lessor's Rtghts. Nothing contained herein or in any Leasehold Mortgage shall he deemed or construed to relieve Lessee from the full and faithful observance and pertbrmunce of its covenants. oond,tions 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 Project, the Property or this Lease. Nothing in this Lease shall he deemed an agreement on the part of the Lessor to subordinate its fee simple interest in the Property to the lien of any Leasehold Mortgage placed on the Leasehold Estate. ARTICLE XII COMPLIANCE WITH LAWS Section 12 1 Compliance with Laws. Lessee shall. at Lessee's sole cost and expense, comply with all regulations of all Applicable Laws now in force, or which may hereafter be in force, pertaining to Lessee or its use of the Property, and shall faithfully observe in the use of the Property or in the performance of any alterations (including, without limitation, Lessee's work) all Applicable Laws now in force or which may hereafter he in force Lessee shall indeutnify (and such indemnity will survive the termination or expiration of the Lease for a period of five (5) years), defend and save Lessor harmless from penaltiestotes, costs, expenses, suits, claims. or damages resulting from Lessee's failure to pertbnn its obligations in this Lease 30 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 ARTICLE XIII ENVLRONMENTAL LIABILITY Section 13 1 Definition of Terms For purposes of this Article XIIi the following terms shall have the meaning attributed to them herein: 13.1 : "Hazardous 'vluterials" means any toxic or hazardous substance, material, or waste, and any other contaminant, pollutant or constituent thereof, whether liquid, solid, semisolid, sludge and+'or gaseous, including without limitation, chemicals, compounds, pesticides, petroleum products including crude oil and any fraction thereof, asbestos containing materials or other similar substances ur materials which are regulated or controlled by, under or pursuant to any federal, state or local statutes, laws, ordinances, codes, rules, regulations, orders or decrees including, but not limited to, all Applicable Laws 13.1.2 "Environmental Laws" shall include, but shall not he limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Super -band Amendment and Reauthorization Act of 1986 ("Sara"), 42 U.S.C. *9601, et seq. (hereinafter collectively "CERCLA"); the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 ("RC:RA") and subsequent Hazardous and Solid Waste Amendments of 1984, also known as the 1984 "RCRA" amendments, 42 U.S.C. §9601, et seq_, the Ilazardous Material Transportation Act, 49 U.S.0 § 1801, et seq , the Clean Water Act, as amended, 33 U.S.C. § 1311, et seq., the Clean Ait Act, as amended, 15 U.S.C. §2601 et seq., the Federal insecticide, Fungicide. and Rodenticide Act ("FIFRA"), as amended, 7 VS C. §136-136y, the Emergency Planning and Conununity Right -to -Know Act of 1986 ("EPCRTKA" or EPCRA"), as amended, 42 U.S.C. §11001, et seq. (Title 111 of Sara): the Occupational Safety and Health Act of 1970 ("OSHA"), as amended, 29 U.S.0 §651, et seq.; any similar stare statute. including without limitation Chapters 252,255,376403,442, Flonda Statutes. as amended. and the regulations promulgate'] thereunder, and any other local laws regulations, including, but not limited to Chapter 24, Environmental Protection, of the Code of Miami -Dade County, Florida, as all (lithe foregoing may he amended, modified, supplemented, superseded or replaced at any time during the l'erm, that itovern or relate to: (i) The existence, cleanup and/or remedy of contamination of the Property by Hazardous Materials; (ii) The protection of the environment from spilled, deposited or otherwise emplaced contamination by Hazardous Materials; (iii) The control of Hazardous Materials, or (iv) The use, generation, discharge, transportation, treatment, removal or recovery of Hazardous Materials. 13.1.3 "Costs" shall mean all costs incurred in connection with correcting any violations of any Environmental Laws andior in connection with the clean-up of contamination by Ilazardnus Materials on the Property. I3.1.4"Clean Up" shall mean any remediation and/or disposal of Hazardous Materials at or from the Property, which is ordered by any federal, state, or local environmental regulatory agency. 13.1.5"Underttround Storage fmrks" shall mean any Biel oil. petroleum or gas underground storage tanks which may be located on the Property (" USTs"). Section 13.2 Lessee's Environmental Covenants, The Lessee shall not cause or permit any Ifazardous Materials to he brought upon. treated. stored, disposed of, discharged, released, produced, manufactured, generated, relined. or used upon, about ur beneath the Property or any portion thereol'by the Lessee, as agents, employees, contractors. lessees, of invitees except as may he customarily used and required to conduct marina and restaurant operations and in connection with any other Pemiitted Uses. Lessee shall not permit any activities on the Property that would violate Environmental Laws. it' Lessee should hrea.ih this covenant, Lessee shall take all actions necessary to comply with all Environmental Laws and shall, at Lessee's sole cost and expense, perform any Clean Up Lessee's obligation under this section shall survive the expiration or earlier termination of this Lease for a period of one (1) year. 13.2 I Environmental 1estmg Obligations Lessee shall conduct a Phase Two Environmental Assessrnent and soil analysis of the Property before and after the Lease feint (or Renewal Term) to determine it' it has left any hazardous Materials 31 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 contaminants on the Property if contamination by Hazardous Materials is found to he lett ru the Property, to the extent such contamination originated upon the Property arising from or caused by the presence, in or about the Property, of any Hazardous Materials placed on ur about the Property by Lessee, or its agents, employees or Assignees, ur at Lessee's direction, or by Lessee's failure to comply with all applicable Environmental Laws (and not as a consequence, for example, of migration of contamination from nearby properties) during the Lease 'Term, Lessee shall, at its sole cost and expense, pay to clean up the contamination of such Hazardous Materials, subject to the limitations within Section 13 4 herein Additionally. upon Lessor's request (but not more frequently than once during any live year period during the Lease Tenn, unless the City has a reasonable basis to believe that contamination by hazardous Materials in violation of applicable Environmental Laws, then exists), Lessee shall conduct such soil analysis tests the City may require from time to time during the Lease Term and Renewal 1 ern, if any; Lessee shall he responsible for the cost of any such tests Section 1 i_3Reuresenlatiotl by Lessor. The Lessor represents and svaITants :Ian no lawsuits, claims, legal ur administrative, have been brought against Lessor, rn connection with the environmental condition of the Property or the US1 s as a result of the Lessor's i ' any prior Lessee's use or occupancy of the Property, nor is Lessor aware of' the existence of any Hazardous Materials thereon, except as may he present in connection with the USTs and/or the asbestos containing materials as expressly provided for herein Section 13.4 Lessee's Indemnification. Lessee shall indemnify, protect, defend and hold Lessor free and harmless from and against any and all suits, actions, claims, regulatory actions, liabilities, penalties, losses, injuries, and expenses. including attorney's tees, resulting from the death or injury to any person, destruction or damage to property, arising from or caused by the presence, in or about the Property, of any Hazardous Materials placed on or about the Property by Lessee, or its agents, employees or Assignees, or at Lessee's direction, or by lessee's failure to comply with all applicable Environmental Laws. Section 13.5 Asbestos. 'fhe lessee acknowledges that prior to the Effective Date, the Lessee has undertaken an environmental site assessment of the Property and accordingly. the Lessee knows that there may he asbestos containing materials ("ACM") in the fonn of ceiling tiles, plaster walls and roofing inatenal. The Lessee shall, at Lessee's sole cost and expense, Clean Up any such ACM in the event that as a result of building renovations ur modifications such ACM becomes friable Section 13.6 Survival of Lessee's and Lessor's Obligations. The respective rights and obligations of Lessor and Lessee under this Article XIiI shall survive the expiration or termination of this Lease for a period of one (I) year Section 13.7 Cost of Environmental Remediation. The Parties hereto shall be responsible for the cost of any environmental remediation or mitigation within the Property and the Submerged Lands on the following basis (i) Lessee's initial liability to satisfy environmental permitting requirements, including any environmental remediation or mitigation required as a condition to such permit, or to Clean tip any pre-existing contamination by Hazardous Matenals in accordance with Applicable 1.aw, provided herein shall he One Million Dollars ($1,000,000), and (it) In the event the cost uf remediation exceeds $1,000,000, the amount which exceeds S1,000,000 will he split on a 50/50 basis between the Lessor and the Lessee (provided that Les. or may elect to offset the 50% share of the lessor therefore against Rent thereafter corning due hereunder) One hundred percent (100%) of the remediation costs paid by Lessee's remediation will be counted towards the Equity Contribution and the Minimum Level of Investment. The Lessee shall he required to submit reasonably acceptable documentation to the Lessor in order to facilitate the Lessor's ventication of Lessee's expenditures for any such reiuediatton costs. ARTICLE XIV DAMAGE OR DESTRUCTION OF PROPERTY Section 14 l Definitions. For the purposes of this Article XIV, the followings words shall have the meanings attributed to them in this Section 14.1: (a) "Completely Destroyed" ineans the destruction of the safe, leasable use or occupancy of a substantial portion of the Property (excluding the Parking Facilities Retail Area). as determined by Lessee in its sole discretion. under this ],ease which damage cannot 32 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 reasonably be repaired, restored or replaced within one hundred and eighty (180) calendar days from the date on which the damage occurred. (h) "Partial Dcstnicuun" means any damage to the Property (excluding the Parking Facilities Retail Area) which damage can reasonably be repaired, restored or replaced within one hundred eighty (180) calendar days from the date on which the damage occurred Section 14 2 Lessee's Duty to Repnir.Restore or Replace the Proper y Alter Damage. In the event of damage by fire or otherwise of the Property (excluding the Parking Facilities Retail Area) including any machineryfixtures or equipment which is a part of the Property, the Parties agree as fol lows: (i) In the event of Partial Destruction, within sixty (60) calendar days of the damage (subject to reasonable delay and/or Force Majeure), the Lessee shall use the Net Insurance Proceeds available for that purpose, together with Lessee's own funds (if the Net Insurance Proceeds are insufficient) to continence and diligently pursue to completion within one hundred eighty (180) calendar days from the date the damage occurred (subject to reasonable extension and/or Force Majeure), the repair, restoration or replacement of the damaged or destroyed portion of the Property ("Restoration Work"), and this Lease shall remain in full force and effect, with no abatement in Rent. (ii) lei the event the Property (excluding the Parking Facilities Retail Area) is Completely Destroyed at any time during the I.easc Term, inclusive of any Renewal term, the Lessee, in its sole discretion, shall have the option (a) at the Lessee's sole cost and expense (together with Net insurance Proceeds available for that purpose). to commence and diligently pursue to completion the Restoration Work, in accordance with the provisions of Section IA 3 below, and I.essee shall complete the Restoration Work within twelve (12) months from the :ate the damage occurred (subject to reasonable delay and/or Force Majeure) and this Lease shall remain in full force and effect, with no abatement in Rent, or (b) to elect not to undertake the Restoration Work by providing written notice to Lessor and in which event this Lease shall terminate, and the Lessee shall; at the Lessee's sole cost and expense, (but using along with the Lessee's own fiends, Net Insurance Proceeds available for that purpose) deliver possession of the Property to Lessor free and clear of all dehns and Lessor and Lessee shall each be released thereby from any further obligations hereunder accruing after the effective date of such termination, except that such release shall not apply (ae) to any Rent or Additional Rent or other sums accrued or due (bh) Lessee's obligations regarding surrender of the Property including the removal of debris, and (cc) environmental liability as provided for in Article XIII, (iu) In the event the Property (excluding the Parking Facilities Retail Area) is Completely Destroyed at any time during the last Lease Year of the Lease Term (inclusive of any Renewal Term), and Lessee has not tonely exercised any applicable option to extend the Lease Tenn for the next succeeding Renewal Temi, if any, then either Party, in its sole discretion, shall have the right to terminate this Lease by giving written notice to the other Party within ninety (90) days from the date the damage occurred_ in the event this Lease is terminated as provided herein, the Lessee shall, at the Lessee's sole cost and expense, (but using along with the Lessee's own funds, Net Insurance Proceeds available for that purpose) deliver possession of the Property to Lessor free and clear of all debris and Lessor and Lessee shall each be released thereby from any fbrthet obligations hei sunder accruing after the effective date of such termination, except that such release shall not apply (an) to any Rent or Additional Rent or other sums accrued or due (hh) Lessee's obligations regarding surrender of the Property including the removal of debris, and (cc) emironinental liability as provided for in Article XIiI Section 14.3 Perlormnnee of Restoration Work. In the ev ent T.essee undertakes any Restoration Work in accordance with the provisions of this Article, such Restoration Work by Lessee shall be performed as substantially as reasonably possible to the condition that existed immediately prior to the damage. and shall he performed in accordance with the provisions of Article VI applicable to the construction of the initial Leasehold Improvements, to the extent reasonably possible, and subject to changes in Applicable Law, including, without limitation, building codes. Lessor hereby acknowledges and agrees that Lessee's obligations hereunder and the time periods set forth above are subject to Force Majeure, and reasonable extensions, including. without limitation, based on the severity of the damage, time required for adjustment of insurance proceeds. preparation of 33 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 construction drawings, obtaining building permits, and the bidding out of the construction work and engagement ofa general contractor. Section 14.4 No Right to Terminate. Except for the Lessee's right to terminate this Lease in accordance with the provisions of Subsections 14.2(ii)(b) and (iii), Lessee waives the provisions of any statute, code or judicial decision which grants T.cssce the right to terminate this Lease in the event of damage or destruction of the Property Section 14.5 Lewes Right to Terminate. If Lessee or Lessnr elects to exercise the option given under Subsections 14.2(0 or (in), respectively, to terminate this Lease. then any and all Net Insurance Proceeds paid Ihr damage or destruction of the Property shall be applied as follows. (i) First toward debris removal. and (ii) Second, the balance of the proceeds, if any, alter payment of any Rent anUIor Additional Rent due through the effective date of termination, shall be paid as follows: (i) to Lessee to the extent such Net insurance Proceeds are attributable to damage to the Leasehold Improvements and to any trade fixtures, turnishings, equipment or other personal property of Lessee; and (ii) to Lessor to the extent such Insurance Proceeds arc attributable to damage to any buildings or structures on the Property constructed prior to the Possession Date (exclusive of damage to any Leasehold Improvements which Lessee shall have made to any such existing buildings or structures). Section 14,6 Payment for Corisiiuction of the Restoration Work. To the extent this Lease is not terminated pursuant to the terms of Section 14 2, above, then Net Insurance Proceeds shall be applied by the Parties to the payment of the cost of the Restoration Work (pursuant to this Article and Section 9.3) to restore the Property (excluding the Parking Facilities Retail Area). The Net Insurance Proceeds shall be paid out. the Restoration Work shall he performed, and the Lessee shall make additional deposits with an escrow agent, if any are required, all in accordance with Section 9.3, as may be applicable Section 14.7 Collection of Insurance Proceeds. The Lessor shall in no event he responsible for the non -collection of any insurance proceeds under this Lease but only for insurance money that shall come into us hands. Section 14.8 Unused Insurance Proceeds and Deposits. In the event that following the substantial completion of any Restoration Work any Net insurance Proceeds or sums deposited with an escrow agent or Lessor in connection with the Restoration Work shall remain in the hands of an escrow agent or the Lessor. if the Parties have agreed to allow the Lessor to hold the insurance proceeds until completion of the Restoration Work, and if the Lessee shall not then be in default under this Lease in respect of any matter or thing of which notice of default has been served on the Lessee, following the expiration of any applicable cure period following notice, `hen the remaining funds shall he applied first towards any unpaid Rent, and the balance paid to the Lessee, within thirty (30) days following the substantial completion or any such Restoration Work. ARTICLE XV EMINENT DOMAIN Section 15.1 Total Condemnation. In the event that all of the Property (or such portion thereof:is shall, in the reasonable diserctinn ul' Lessor or Lessee, render it economically unfeasible to maintain in effect this Lease 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 he conveyed by the Lessor and Lessee acting jointly to avoid proceedings of such taking. the Rent and money to be treated as Additional Rent pursuant to this Lease shall be prorated and paid by the Lessee to the Date of Taking or conveyance n 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 Lessor and Lessee, respectively, and to their respective interests in and to the Property, the Leasehold Improvements, and this Lease, taking into account the Agreed Allocation Principles (as such term is defined below) shall be separately determined and computed by the court having jurisdiction and separate 34 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 awards and judgments with respect to damages to Lessor and Lessee, respectively, and to each of their respective interests, shall be made and entered , in the event that a court shall make a single Nei Condemnation Award without separately determmniug the respective interests of Lessor and Lessee, and if Lessor and Lessee shall not agree in writing as to their respective portions of an award within twenty (20) days alter the date of the final determination by the court of the amount o1' it, Lessor and Lessee agree to submit the matter to the court on stipulation for the purpose of a, judgment determinative of their respective shares, in accordance with the Agreed Allocation Principles. In the event for any reason the trial judge refuses to petmil a determination by judgment, then the respective Interests of Lessor and Lessee shull he determined by arbitration under the provisions set forth in Section 16.6 of this Lease, on the basis of the Billowing premises (the "Agreed Allocation Principles"): the Lessor shall he entitled to receive the then value of Its tee interest in the Property, assuming that such fee interest shall he subject to this Lease (and all of the tenns and conditions thereof), which a buyer willing but not obligated to buy, would pay therefore in an aim length transaction. Lessee shall be entitled to the then value of its Leasehold Estate and the Leasehold Improvements, which n buyer willing but not obligated to buy, would pay therefore in an ann's length transaction. In no event shall Lessee he entttled to compensation for any fee simple ownership interest in the Property at the time of condemnation. Section 15.2 Partial Coudenmation. (a) In the event less than all of the Property 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 Lessor and Lessee acting jointly to avoid proceedings of such taking, and Lessee shall determine to its reasonable discretion that it is economically feasible to maintain in effect this Lease, 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 Section 15.5). Lessee shall to the extent the proceeds of the Net Condemnation Award are made available to il, pursuant to the terms hereof, remodel, repair and restore the Leasehold Improvements on the Property so that they shall be reasonably comparable to i.eusehold Improvements on the Property prior to the condemnation, taking into consideration the fact of the condemnation: provided, however, that in so doing, Lessee ~hall not he required to expend more than the amount of any Net Condemnation Award actually received by Lessee. (h) 1'he Net Condemnation Award allowed to Lessor and Lessee shall he paid to and received h_v the Parties as follows. (I) I here shall he paid to the Lessor the then value of the portion of the Property so taken, assuming that such portion of the Property shall be subject to this Lease (and all of the terms and conditions thereof), which a buyer willing but not obligated to buy, would pay therefore in an arms length transaction. (it) There shall be paid to the Lessee the then value of the portion of the Leasehold Estate and the Leasehold Improvements so taken, which a buyer willing but not obligated to buy, would pay therefore in an amt's length transaction, (iii) There shall he paid to the Lessee the amount required to complete the remodeling and repairs to the Property and the Leasehold Improvements (hereon, required as a result of such taking; (iv) The Lessor and Lessee shall he 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 to the Property (consistent with the agreed allocation principles set forth in subparts (I) th ough (iii), above), 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 Lessor and Lessee, and if Lessor and Lessee shall not agree in writing as to their respective portions of such award within twenty (20) days after the date of the final determination by the court of the amount of it, Lessor and Lessee agree to submit the matter to the court on stipulation for the purpose of a judgment determinative of their respective shares, in accordance with the premises set forth in subparts (i) through (iii), above. In the event for arty reason the trial judge refuses to permit a determination by judgment, then the respective interests of Lessor and Lessee shall be determined by time arbitration provisions set forth under Section 16 6 of this Lease. Section 15.3 Adjustment ol'Rent Upon Partial Taking. in the event a part ol'the Property shall be taken for any public use or purpose by the exercise of 35 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 the power of cmment domain, or shall he conveyed by Lessor and Lessee acting jointly to avoid proceedings of such taking, then Rent, and money to be treated as Additional Rent pursuant to this Lease shall he paid by Lessee to the Date of Taking or conveyance in .ieu thereof, and after such daie the Minimum Base Rent for the remainder of the Property shall he reduced In the same proportion as the reduction in the Fair Market Rent as a consequence of such taking, as determined in accordance with an appraisal conducted pursuant to the procedures set forth in Section 4 3.2, above Section 15.4, Deposit of Condemnation Award with Escrow Agent Unless the effect ofa condemnation proceeding shall be to terminate this Lease by operation of law or as provided in Section 14.2 above. any Net Condemnation Award made in respect to the Property in a condemnation proceeding shall he deposited with an escrow agent selected by the Lessor and I.essce escrow agent) to he disbursed for the cost of restoring the Property and for other related purposes. Section 15.5_ Temoornry Taking. In the event that all or any portion of 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 shall not terminate and Lessee shall continue to perform and observe all of us obligations (including the obligati( n to pay Rent as provided throughout this Lease) 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 pare of the Property. In the event the taking for governmental occupancy is for a period entirely within the terns of this Lease, then Lessee 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 terniivation of the Lease Term, the Lessor shall only 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 Lessee, on account of temporary taking of all or any part of the Leasehold Improvements, shall he deemed a part of the Lessee's Leasehold Estate for all purposes in this Lease. If the Net Condemnation Awai d does not separately determine the amount applicable to the raking of the interest of the Lessor in this I,ease and in the Leasehold Improvements and if Lessor and Lessee shall not agree in writing as to the proportion of the award so applicable to the respective Parties, then Lessor and Lessee shall submit the inattet to the court on stipulation for the purpose of a judgment determinative of the interest oil':he Parties in accordance with the terms of this Section 15.5. In the event for any reason the real judge refitse.s to permit a determination by judgment, then the respective interests of Lessor and Lessee shall be determined by the arbitration provisions set forth under Section 16.6 of this Lease. ARTICLE XV'I LESSEE DEFAULTS & LESSOR REMEDIES FOR DEFAULT Section 16 I Lessee Default The occurrence of any one or more of the following events is deemed a ''Lessee Dei'au1t ' (a) If the Lessee defaults in the due and punctual payment of any installment of Minimum Base Rent, Percentage Rent or any other sums required to he paid hereunder as Additional ken:, ns and when due and payable in accordance with this Lease, and such default zontinucs for more than (10) ten days following receipt of written notice from [.essor: (h) Except with respect to an event of Force Majeure, periodic tenant vacancies, periodic repair and retiubishment to the Leasehold Improvements, periods of time required for insurance adjustments and reconstruction following casualty or partial taking, in the event I.essee shall cease to operate its business, unless permitted by Lessor in connection with alterations or renovations, for a period of thirty (30) consecutive days; (c) In the event a petition in bankruptcy under any present or future bankruptcy laws (including but not limited to reorganization proceedings or voluntary insolvency tiling) be tiled by or against Lessee and such petition is not dismissed within ninety (90) days from the tiling thereof, or in the event Lessee is adjudged a bankrupt, (d) In the event an Assignment for the benefit of creditors is made by Lessee, except as provided in Section 1 1 3;a), (e) In the event of an appointment by any court ofa receiver or other count officer of Lessee's Property and such receivership is not dismissed within ninety (90) days flint' the date of such appointment. 3E DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 (t) In the event Lessee removes, attempts to remove, or permits to he r.:nnotcd from the Property, except in the usual course of trade, the Leasehold Improvements (or any furnishings. fixtures, and equipment) installed or placed upon the Property by the Lessee during the Lease Term, (g) In the event Lessee. before the expiration of the term of this Lease. and without the written consent of Lessor, vacates the Property or abandons the possession thereof (except with respect to an event of Force Majeure, and excluding periodic tenant vacancies, periodic repair and refurbishment to the Leasehold Improvements. periods of time required for insurance adjustments and reconstruction following casualty or partial taking), or uses the same for purposes other than the purposes lint which the same are hereby leased, or ceases to use the Property for the purposes herein contained. (h) In the event I,essee does not accept the adjusted Minimum Base Rent determined by the independent appraiser established for the Renewal Terns after the conclusion of any dispute resolution process related thereto (i) Subject to the rights of a Leasehold Mortgagee, pursuant to Section 1 1.12, above. in the event an execution or other legal process is levied upon a material portion of the goods. f iinir e, effects or other personal property of Lessee brought on the Property, or upon the interest of Lessee in this Lease, and the saute is not satisfied, dismissed or bonded within sixty (60) days from such levy; or (j) In the event Lessee defaults in the due performance or observance of any material covenant, condition or provision of this Lease and such default continues for inore than sixty (60) days after written notice ot'the default from the Lessor to the Lessee, unless such default he one which cannot reasonably he cured within sixty (60) days and the Lessee within such sixty (60) day period shall have connneeced and thereafter shall continue to diligently prusecute all actions necessay to cure such defaults, such failure shalt constitute a Lessee Default. Section 16 2 Remedies of Lessor (a) If any Lessee Default occurs, Lessor shall have the right aflei the expiration of the applicable can penods set forth in subsections (a) through (j) (each, a "Cure Period"), at the option of Lessor and subject to the rights of the Leasehold Mortgagee, to terminate this Lease upon providing fifteen (15) days written notice if the default has not been cured by the expiration of such fifteen (15) day period A Lessee Default shall he deemed to have occurred if the default has not been cured by the expiration of such fifteen (1S) day period. Additionally, if any Lessee Default occurs, T.essor may, at its option, from time to time, without terminating this Lease, rc-enter and re -let the Property, or any part thereof, as the agent and for the account of Lessee upon such temts and conditions as Lessor may deem advi.sahle or satisfactory, in which event the rents received on such re -letting shall he applied first to the expenses of such re -letting and collection including but not limited to, necessary renovation and alterations of the Property. reasonable attorneys fees, any real estate commissions paid, and thereafter toward payment of all sums due or to become due to Lessor hereunder, and if a sufficient suns shall not be thus realised or secured to pay such sums and other charges, at Lessor's option. Lessee shall pay Lessor any deficiency umncdiately upon demand therefore, notwithstanding that Lessor may have received periodic rental in excess of the periodic rental stipulated in this Lease in previous or subsequent rental periods, and Lessor may bring an action therefore as such deficiency shall arise. Nothing herein, however, shall be construed tit require Lessor to re-enter and re -let the Property in any event Lessor shall not, in any event, be required to pay Lessee any surplus of any sums received by I,essor on a re -letting ot'said Property in excess of the Rent provided in this Lease. (b) Ifa Lessee Default occurs, Lessor shall have the right to obtain injunctite and declaratory relief, temporary and/or permanent, against Lessee or any acts, conduct or omissions of Lessee, and to ftirthei obtain specific performance of any term, covenant Of condition of this Letise- (c) If a Lessee Default occurs, Lessor shall have the right, at its option, to declare the present value of the sum of all Rent (or any portion thereof) for the entire remaining Lease Term and other indebtedness owing by Lessee to Lessor, if any (less the present value of the Fair Markel Rent for the Property, determined as provided in Section 4 3 2, above, for the remaining Lease Term) immediately due and payable without regard to whether possession of the Property shall have been surrendered to or taken by Lessor, and may commence action immediately thereupon and recover judgment therefore. (d) If Lessee Default occurs, Lessor, in addition to other rights and remedies it may have, shall have the right to remove all or any part of Lessee's personal property from the Property and any personal property removed may be stored in any public warehouse or elsewhere at the cost of, and for the account of Lessee, and Lessor shalt not he responsible for the care or safekeeping thereof whether in 37 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 transport, storage or otherwise, and Lessee hereby waives any and all claim against Lessor for Toss. destruction and/or damage or injury which may be occasioned by any of the aforesaid acts (e) No such re-entry or taking possession of the Property by Lessor shall be construed as an election on Lessor's part to terminate this Lease unless a written notice of such intention is given to Lessee Notwithstanding any such re -letting without termination. Lessor may at all tines thereafter elect to terminate this Lease for such previous Lessee Default. Any such re-entry shall be allowed by Lessee without hindrance, and Lessor shall not be liable in damages for any such re-cnav, or guilty of trespass or forcible entry (t) Any Rent which may he due Lessor, whether by acceleration or otherwise as herein provided in this Article, shall include Minimum Base Rent, Percentage Rent and any ether rents, costs and expenses denominated as Additional Rent in this Lease. (g) It is expressly agreed that the forbearance on the part of Lessor in the institution of any suit or entry of judgment for any part of the Rent herein reserved to Lessor, shall not sere as a defense against nor prejudice a subsequent action for such Rent. Lessee hereby expressly waives Lessee's right to claim a merger or waiver of such subsequent action in any previous suit or in the judgment entered therein. Furthermore, it is expressly agreed that claims for liquidated Minimum Base Rent and/or Percentage Rent may he regarded by Lessor, i t it so elects, as separate and independent claims capable of being separately assigned. (h) Any and all rights, remedies and options given in this Lease to Lessor shall be cumulative and in addition to and without waiver of. or in derogation of; any right or remedy given to it under any laws now or hereafter in effect_ Section 16.3 No Waiver by Lessor. The waiver (either expressed or implied by law) by Lessor of any default of any Ierrn, condition or covenant herein contained shall not he a waiver of any subsequent default of the same or any other term, condition or covenant herein contained The consent or approval by Lessor to or of any act by Lessee requiring Lessor's consent or approval shall not he deemed to waive or render unnecessary Lessor's consent to or approval of any subsequent similar act by Lessee. No re-enny hereunder shall bar the recovery of rents or damages fix the default or delay on the part of Lessor to enforce any right hereunder and shall not he deemed a waive' of any preceding default by Lessee of any tetm, covenant or condtuon of this Lease, or a waiver of the right of Lessor to annul this Lease or to re-entcr the Property or to re -let same Section 16 4 Late Payments. In the event any payment due Lessor under this Lease shall not be paid on the due date, Lessee agrees to pay, in addition to the payment then due. one-half (0.5%) percent of the amount due or the sum of One Hundred Dollars (S I00), whichever is greater, for each day that the payment is late, I "Late 1'ee"), and in the event that any check, hank draft, order for payment or negotiable instrument given to Lessor for any payment under Lease shall be dishonored for any reason whatsoever not attributable to Lessor, Lessor, in addition to the Late Fee, shall be entitled to make an administrative charge to Lessee of One Hundred and 0/100 Dollars (`6100.00), or the actual charge, to Lessor by Lessor's bank for dealing with such dishonored tender, whichever is greater. In the event that it shall be necessary for Lessor to give more than one (1) written notice to Lessee of any violation of this Lease, during the term hereof, Lessor shall he entitled to make an administrative charge to Lessee of One Hundred and 0/100 Dollars ($ 100.00) for each such subsequent notice after the first notice. I.essee recognizes and agrees that the charges which Lessor is entitled to make upon the conditions stated in this section represent, at the time this I.easc is made, a fair and reasunnhle estimate and liquidation of the costs of'Lessor in the administration of the Property resulting from the events deseri led which costs are not contemplated or included in any Rent, or other charges provided to he paid by Lessee to Lessor in this Lease Any charges becoming due under this Section of this I.ense shall he added to and become due with the late payment fir which the charge ions assessed and shall he collectible as a part thereof. Section 16.5 Remedies Cumulative. No remedy conferred upon or reserved to the Lessor or the Lessee shall be considered exclusise of any other remedy, but shall be cumulative and shall be in addition to every other remedy green under this Lease or existing at law or in equity or by statute, and every power and remedy given by this Lease to the I.essor or the Lessee may be exercised from time to time and as often as occasion may arse or as may he deemed expedient by the Lessor or the Lessee No delay or omission of Lessor or Lessee to excrcrse any right or power arising from any default shall impair any right or power. nor shall it be construed to he a waiver aims/ default or any acquiescence in It 38 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 Section 16,6 Arbru,nron (a) Request to Arbitrate. The Parties hereby agree that, subject to the consent of the City Manager and the Lessee. which consent may be withheld by either party 1'or any reason, any dispute, disagreement or controversy arising under this Lease. or with respect to the interpretation or enforcement of this Lease may be settled by arbitration. Either Party may request to arbitrate by providing written notice to the other Party setting forth the nature of the request to arbitrate Within fifteen (15) days of receipt of such request to arbitrate, the other Party shall respond as to its agreement or disagreement to arbitrate. Failure of the other Party to respond shall be deerned denial of a request to arbitrate (h) Procedures. In the event arbitration is agreed tu, the following procedures will govern any arbitration according to this Lease. (i) Within ten (10) days of the Parties agreeing to arbitrate, each party shall designate an arbitrator (ii) Within ten (10) days after the appoinunent of the two arbitrators. the two arbitrators shall meet and appoint a third arbitrator which shall constitute the Arbitration Panel. (iii) Every member of the Arbitration Panel must be a ineniber of the American Arbitration Association ("Member") In addition to the foregoing criterion, each Member shall satisfy the following conditions: (i) no Member shall he a person who is or has been an employee of either the Lessor or Lessee during the tive (5) year period immediately preceding his or her appointment; (ii) each Member shall be neutral and independent of the Parties to this Lease; (iii) no Member shall be affiliated with either Parties' auditors; and (iv) no Member shall have a conflict of interest with (including, without limitation. any bias towards or against) a Party hereto. (iv) If either party shall fail to designate a Member within ten (10) days after receipt of the written notice from the other party, then such other parry may request the President of the Horida Chapter of the American Arbitration Association to designate a Member, who, when so designated, shall act in the same manner as if he had been the Member designated by the party so failing to designate an arbitrator (v) If the two Members appointed by the Parties are unable to agree upon the third Member within ten (10) days from the last date of designation, then upon the request of either of the two (2) Members, or either Party, such third Member shall be designated by the President of the Florida Chapter of the American Arbitration Association, who shall appoint such third Member within ten (10) days of the request. (vi) A hearing shall be conuneneed within thirty (30) days ftillow'ing the selection of the Arbitration Panel. The Parties shall each make a good faith effort to cooperate with each other in all respects in connection with the exchange of documents relevant to the subject dispute A court reporter shall make a transcript of the hearine. The Parties and the Arbitration Panel shall use their hest efforts to conclude the hearing within ten (10) days. The Parties shall he entitled to such pre-trial discovery as they may agree, or as determined by the Arbitration Panel. 'the Arbitration Panel shall have the right to question witnesses at the hearing, but not to call witnesses. The Arbitration Panel may grant continuances only by the agreement of both Parties. The Arbitration Panel may render a decision at the close of the hearing, or niay request brief on any or all issues. Any and all such brief's, including reply brief, shall he filed with the terms and on the schedule set by the Arbitration Panel, but in any event no later than forty - live (45) days following the commencement of the hearing The Arbitration Pane) shall render a determination within thirty (30) days from the conclusion of the hearing, and in the event briefs are submitted, within thtrty (30) days after receipt of said briefs. If no determination is rendered within such time, unless the Parties agree otherwise, a new Arbitration Panel shall be selected as described above, but the new Arbitration Panel shall render a determination solely upon review of the record of the hearing without a further hearing. (vii) All actions, hearings and decisions of the Arbitration Panel shall be conducted, based upon and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In detenn ning any matter before them. the Arbitration Panel shall apply the terns of this Lease, and shall not have the power to vary, modify or reform any terms or provisions ul'the lease in any respect. No Arbitrator is authorized to make an award of'punitive. or exemplary damages The Arbitration Panel shall afford a hearing to the Lessor and to the Lessee who shall each have the right to he represented by counsel at such hearing and to call witnesses, and the right to submit evidence with the privilege of cross-examination on the question at issue. All arbitration hearings shall be held al a place designated by the Arbitration Panel in Miami -Dade County, Flonda 39 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 (viii) The Arbitration Panel selected hereunder shall agree to observe the Code of Ethics tier Arbitrators in Commercial Disputes promulgated by the American Arbitration Association and the American Bat Ass rciation, or any successor code. The decision of a majority with respect to any matter referred to it under this Lease shall he fnal, binding and conclusive on the Lessor and Lessee and enfurceahle in any court of competent .jurisdiction Together with the determination, the Arbitration Panel shall pro'tde a written explanation of the basis for the determination. Each party shall pay the fees and expenses of the 'Member of the Arbitration Panel designated by such party, such party's counsel and witness fees, and one-half (%) of all expenses of the third Member of the Arbitration Panel, The decision of the Arbitration Panel will be final, and may be entorced according to the laws of the State of Iilotida and judgment upon the award rendered by the Arbitration Panel shall be entered in any Court having jurisdiction thereof. ARTICLE XVI1 ACCESS BY LESSOR Section 17.1 Right of Entry Lessor and Lessor's agents shall have the right to eater the Property at all reasonable times upon not less than twenty -tour hours prior notice to the Lessee (except in the case of an eniereency \shell no notice is required), to examine the same. Lessee shall have the right to designate a representative of Lessee to accompany Lessor during any such entry upon the Property. If Lessee shall not he personally present to open and permit entry into the Property at any time when in the evert of an emergency, an entry thereat shall be necessary, Lessor or Lessor's agents tray enter the same without in any manner affecting the obligations and covenants of this Lease Nothing herein contained, however, shall he deemed or construed to impose upon Lessor any obligation, responsibility or liability whatsoever, for the care, maintenance ur repair of the Property or any part thereof. except as otherwise herein specifically provided. ARTICLE XVIII DAMAGE TO LESSEE'S PROPERTY Section 18.1 Loss and Damage. Lessor shall not he responsible for any damage to any property of Lessee (meludine without limitation appliances, equipment, machinery, stock, inventory, fixtures, furniture, improvements, displays, decorations, carpeting, and painting), or of others located on the Property, nor for the loss of or damage to any property of Lessee, or of others by theft or other,ise, except as resulting l'run the actions of Lessor or Lessor's agents, employees, or representatives. Lessor shall not he liable for any injury or damage to persons or property resulting from fire. smoke, exploston, frilling plaster, steam, gas, electricity_ water. rain, or leaks from any part of the Property or from the pipes. appliances or plumbing works or from the roof, street or subsurface or from any other place by dampness or by any other cause of whatsoever nature, Lessor shall not be liable for any latent defect in the Property. All property of Lessee kepi or stored on the Property shall he so kept or stored at the risk of Lessee only and Lessee shall hold Lessor hartnless from any and all claims arising out of damage to same, including subrogation clamps by Lessee's insurance carriers, except as resulting from the actions of Lessor or Lessor's agents, employees, or representatives ARTICLE XIX HOLDING OVER, SUCCESSORS Section 19.1 Holding over. In the event Lessee remains in possession of the Property after the expiration of the 1.ease Tent. Lessee, at the option of Lessor, shall be deemed to be occupying the Property as a L.estiee at sufferance it a monthly rental equal to two (2) times the Minimum Base Rent and the Percentage Rent, payable during the last month of the Lease Term hereof In addition. Lessee agrees to pay monthly: (a) one -twelfth (1r12) of the ad valorem taxes for the Property Eased upon the total ad valorem taxes payable for the Lease Year immediately prior to the Lease Year in which the expiration occurs: (b) the monthly premium cost of insurance for which Lessee would have been responsible if this Lease had been renewed on the same terms contained herein; (e) all sales taxes assessed against such increased rent, and (d) any and all Additional Rent otherwise payable by Lessee hereunder attributable to the period of such holdover Such tenancy shall be subject to all the other conditions, provisions and obligations of this Lease. Lessee's obligation to pay any rents or suins provided in this Lease shall survive the expiration or earlier termination of this Lease. Section 19.2 Successors. All rights and liabilities herein given to, or imposed upon, the respective Parties hereto shall 40 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 extend to and hind the several respective heirs, executors, administrators, successors. and the assigns of the said Parties; and if there shall be more than one Lessee, they shall be hound jointly and severally by the terns, covenants and agreements herein. Nothing contained in this Lease shall in any manner restrict Lessor's right to assign or encumber this Lease and, in the event Lessor sells its Interest in the Property and the purchaser assumes Lessor's obligations and covenants, Lessor shall thereupon he relieved of all further obligations hereunder. ARTICLE XX EQUAL OPPORTUNITY & NON-DISCRIMINATION Section 20 I Equal Employment Opportunities. The Lessee agrees that during the Lease Term, (a) it will not discriminate against any employee or applicant for employment because of race, creed, color, place of birth, religion. national origin, sex. age, marital status, veteran and disabthry status and will take affirmative action to assure that applicants are employed and that employees are treated during employment without regard to race, creed. color, place of birth, religion, national origin, sex, age, marital status, veteran and disability status; (b) post in conspicuous places, available to employees and applicants for employment, notices. the form of which is to he provided by the Lessor, setting forth provisions for this nondiscrimination clause; (c) in all solicitations or advertisements for employees placed by or on behalf of the Lessee shall state that all qualified applicants will receive consideration for employment without regard to race, creed color or national origin; and (d) if applicable, to send to each labor union or representative of workers with which the construction contractor has u collective bargaining agreement or other contract or understanding a notice, the form of which is to be provided hy the Lessor, advising the union ur representative of the Lessee's commitment and posting copies of the notice in a conspicuous places available to employees and applicants fur employment Section 20.2 Non-Disentnination. Lessee represents and warrants to the Lessor that it will comply with Sections 18-188 through 18- 190 of the Code of the City of Miami Code, as amended, and incorporated herein by reference ("Code"). Lessee hereby represents and warrants that it does not and will not engage in discriminatory practices and shall not discriminate in connection with Lessee's use of the Property on account of race, national origin, ancestry, color, sex, religion, age, handicap, familial status, marital status or sexual orientation Furthermore, should the Lessee have existing or introduce membership rules for patrons Al the Property that it will comply with the Lion -discrimination provisions incorporated within the Code. ARTICLE XXI MISCELLANEOUS Section 21 1 Accord and Satisfaction. No payment by Lessee or receipt by Lessor ot'a lesser amount than the Rent herein stipulated to he paid shall be deented to he other than on account of the earliest stipulated Rent, nor shall any endorsement or statement on any check or any letter accompanying any cheek or payment as rent be deemed an accord and satisfaction, and Lessor may accept such check or payment without prejudice to Lessor's right to recover the balance of such Rent or pursue any ether remedy provided herein or by law Section 21.2 Caton Airreemcnt; Amendments, Resolution of Cunlhcts. (a) This Lease, the RFP, the Proposal, and the Exhibits attached hereto and Binning a part thereof as if tulle set forth herein constitute all of the covenants, promises, agreements, conditions and understandings between Lessor and Lessee concerning the Property and there are no covenants, promises, conditions or understandings, either oral or written, between then other than as are herein se: forth. Neither Lessor nor Lessor's agents have made nor shall be bound to any representations with respect to the Property except as herein expressly set forth, and all representations, either oral or written, shall be deemed to be merged into this Lease. No course of prior or future dealings between the Parties or their officers, employees, agents or affiliates shall be relevant or admissible to supplement, explain or vary anv of the terns of this Lease Acceptance of, or acquiescence in, a course of performance rendered under this or any prior agreement between the Partics or their affiliates shall not be relevant or admissible to determine the meaning ni any of the terms of this Lease. This Lease has been negotiated "at tu-m's length" by and between Lessor and lessee, each having the opportunity to be represented hy legal counsel of its choice and to negotiate the form and substance of this Lease, and therefore in construing the provisions of this Lease neither party will be deemed disproportionately responsible for draftsmanship. (b) Except as herein otherwise provided, the Parties may only amend, alter, chance, ur 41 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 modify this Lease by execution of written instrument signed by the Parties_ (c) If a conflict, error, ambiguity, or discrepancy arises between the provisions of this Lease, the Proposal and the RFP, then the in resolving any matter between the provisions there°(' (except where such aii interpretation would result in a violation of Applicable Law) the provisions of this Lease shall take precedence over either the Proposal or RFP and the provisions of the REP shall take precedence over the Proposal. Section 21.3 independent Parties It is understood and agreed by the Parties hereto that this Lease does not create a fiduciary or other relationship between Lessor and Lessee, other than Lessor and Lessee or contracting parties, as applicable, Lessor and Lessee are and shall he independent contracting parties and nothing to this Lease are intended to make either Party a general or special agent, joint venturer, partner or employee of the other tier any purpose. Section 21.4 Notices. Any notice by the Parties required to be given must he served by certified mail return receipt requested, or by hand delivery, addressed to Lessor ur Lessee at: Tito Lessor at: City Manager City of Miami 444 SW 2nd Avenue. 10th Flour Miami, Florida 33130 With a copy to: C'ity Attorney Office of City Attorney 444 SW 2nd Avenue, 9"' Floor Miami, Florida 33i30 City of Miami Dept. of Publik Facilities Asset Management Division 444 SW 2nd Avenue, Suite 325 Miami, Florida 33130 If to Lessee at: Grove I3ay Investment Group, LI.0 2950 SW 27 Avenue Miami, Honda, 33133 With a copy to. Holland & Knight LLP Attn: Richard A. Perez 701 Brickell Avenue, Suite 3000 Miami, Honda 33131 All notices given hereunder shall be effective and deemed to have been given upon receipt by the party to which notice is being given. said receipt being deemed to have occurred upon hand delivery or posting, or upon sueh date as the postal authorities shall show the notice to have been delivered, refused, of undeliverable, is evidenced by the return receipt ur proof of deliver. Notwithstanding any other provision hereof, Lessor shall also have the right to give notice to Lessee in any other manner provided by law if there shall he more than one Lessee, any notice required ur permitted by the terns of this lease may he given by or to any one thereof, and shall have the same force and effect as it' given to all thereof Section 21.5 Captions and Section Numbers. The captions, section numbers, and article numbers appearing in this Lease are inserted only as a (natter of convenience and in no way define. limit, construe. or descnbe the scope or intent of such sections or articles of this Lease nor in any way affect this Lease. Section 21.G Partial Invalidity. It' any tern, covenant or condition of this Lease or the application thereof to any person or circumstances shall, to any extent, he invalid or unenforceable, the remainder of this Lease, the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable. shall not be affected thereby and each term, covenant or condition of this Luse shall be valid and enforceable to the fullest extent permitted by law. Section 21 7 Estoppel Certificate. Lessee agrees that it will, at any time and from time to time, within ten (10) Business days 42 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 following written notice by Lessor specifying that it is given pursuant to this Section, execute, acknowledge and deliver to Lessor a statement tin writing certifying that this Lease is unmodified and in full duce and effect (or if there have been modifications. that the same is in full force and effect and stating the modifications), and the date to which the Minimum Base Rent, Percentage Rent and any ether payments due hereunder from Lessee have been paid in advance, if any, and stating whether or not there are defenses or offsets claimed by Lessee and whether or not to the best knowledge of Lessee, Lessor is in default in performance of any, covenant, agreement or condition contained in this Lease. and if so specifying each such default of which Lessee may have knowledge. The failure of Lessee to execute, acknowledge and deliver to Lessor a statement. in accordance with the provisions of this Section within said ten (10) Business day penod shall constitute 1.essee Default hereunder and shall also constitute an acknowledgment by I.essee, which may he relied on by any person holding or proposing to acquire an interest in the Property or any part thereof or this Lease fiom or through the other party, that this Lease is unmodified and in tirll three and elTecf and that such rents have been duly and fully paid to and including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statement, a waiver of any defaults which may exist poor to the date of such notice Li is agreed that nothing contained in the provisions of this Section shall constitute waiver by Lessor of any default in payment of Rent or other charges existing as of the date of such notice and, unless expressly consented to in writing by Lessor and, Lessee shall still remain liable for the same. Lessor agrees that it will, at any time and from time to time, within fifteen (15) Business days following written notice by Lessee specifying that it is given pursuant to this Section, execute, acknowledge and deliver to Lessee or any lender providing financing to Lessee, a statement in wntine certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect and stating the modifications), and the date to which the Minimum Base Rent. Percentage Rent and any other payments due hereunder from Lessee have been paid in advance, it' any, and stating whether or nor :here are defenses or offsets claimed by Lessor and whether ur not to the hest knowledge of' lessor, Lessee is in default rn performance of any, covenant. agreement ur condition contained rn this Lease, and if so, specifying each such default of which Lessor may have knowledge The failure of Lessor to execute, acknowledge and deliver to Lessor a statement in accordance with the provisions of this Section within said thirty (30) Business Day period shall constitute an acknowledgment by Lessor, which may he relied on by any person holding or proposing to acquire an interest in the Property, including, without limitation, any leasehold mortgage upon the Leasehold Estate, or any part thereof or this Lease from or through the other party, that this Lease is unmodified and in full force and ctTect and that such rents have been duly and toffy paid to and including the respective due dates immediately preceding the date of such notice and shall constitute, as to any person entitled as aforesaid to rely upon such statement, a waiver of any defaults which may exist pnor to the date ot'such notice Section 21 9 Waiver. Failure on the part of either Party to complain of any action or non -action on the part of the other, no matter how long the same may continue, shall never be deemed to he a waiver by such party of any of its rights hereunder. Further, it is covenanted and agreed that no waiver at any time of any of the provisions hereof by either party shall he construed as a waiver at' any of' the other provisions hereof', and that n waiver at any time of any of the provisions hereof shall not be construed as a waiver at any subsequent time of the same provisions. The consent or approval to or of any action by either patty requiring such consent or approval shall not be deemed to waive or render unnecessary such consent or approval to or of any subsequent similar net by such party. Section 21.10 Time is of the Essence_ Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. Section 21.11 Governing Law. It is the intent of the Parties hereto that all questions with respect to the construction oi'the [.ease and the rights and the liabilities of the Parties hereto shall be determined in accordance with the laws of Florida and that all disputes arising hereunder shall he heard and decided in Miami -Dade County, f londa. Section 21.12 Waiver of Counterclaims Lessee shall not impose any counterclaim or counterclaims for damages (except for compulsory counterclaims) In a summary proceeding or other action based on termination or holdover, it being the intent of the Parties hereto that Lessee is strictly limited in such instances to bringing a separate action in the court of appropriate jurisdiction. The foregoing waiver is a matenal inducement Io Lessor making. 43 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 executing and delivering this Lease and Lessee's waiver of its right to counterclaim (except for ::ompulsory counterclaims) in any summary proceeding or other action based on termination or holdover is donne so knowingly. intelligently and voluntarily Section -21 13 Waiver of Jury Trial. Lessor and Lcssec hereby waive tnal by jury in any action, proceeding or counterclaim brought by either of the Parties hereto against the other on, or in respect of, any matter whatsoever arising out of or in any way connected with this Lease, the relationship of Lessor and Lessee hereunder, Lessee's use or occupancy of the Lease Property andlor any claim armory or damage. Section 21.14 Quiet Enjoyment. Upon the observance by the Lessee hereunder of all the terms, provisions, eoaenants and conditions imposed upon the Lessee, the Lessor covenants to the Lessee (hat the Lessee shall peaceably and quietly hold, occupy and enjoy the Property for the Lease Terns without any interruption, disturbance or hindrance by the Lessor, its successors and assigns, or by persons claiming by, through or under the Lessor for the Property leased herein, or by persons with title superior to the Lessor, its successors and assigns. Section 21.15 Surrender of Possession Upon the expiration or earlier termination of the Lease pursuant to the provisions hereof, the Lessee shall deliver to the Lessor possession of the P:aperty in good repair and condition, reasonable wear and tear excepted Section 2l 16 Joint and Several Liability If two or more individuals, corporations, partnerships or other business associations (or any combination of two or more thereof) shall sign this Lease as Lessee, or by virtue of a Transfer assume the rights and obligations of the Lessee hereunder, the liability of each such individuals. corporations, partnerships or other business associations (or any combination of two or more thereof) to pay Rent and perform all other obligations hereunder shall be deemed to he joint and several, and all notices. payments and agreements given or made by, with or to any one of such individuals, corporations, partnerships or other business associations (or any combination of two or more thereof) shall be deemed to have been given or made by, with or all ofthern. Section 21.17 hard Party Beneficiary. Nothing contained in this Lease shall be construed so as to confer upon any other party the ngltts of third party beneficiary. Section 21.18 Radon. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sul'ticient quantities, may present health risks to persons who are exposed to it over time. Levels of Radon that exceed Federal and State Guidelines have been found in buildings in Florida Additiuual information regarding Radon and Radon testing may he obtained from your county public health unit. Section 21.19 No Liability for Act of other Party Lessee shall not sign any contract, application for any license or permit or do anything that may result in liability to the Lessor for any indebtedness or obligation of Lessee, unless expressly provided herein or approved in writing by the Lessor, Except as expressly authorized in writing, neither lessor nor Lessee shall make any xpress or implied agreement, warranties, guarantees or representations or incur any debt, or represent that their relationship is other than Lessor and Lessee, unless otherwise agreed to herein for the management and operation of the Property and neither Lessor nor Lessee shall he obligated by or have any liability under any agreements or representations made by the other that are not expressly authorized as aforesaid Lessor reserves the right, at its sole option, to refuse an agreement for any I ccLrral, State or local grants and loans when the acceptance of same by either Lessor or Lessee may impose a hardship upon Lessor or include obligations which extend beyond the Lease Tenn. Section 21 20 Rights, Privileges and Immunities, Covenants The Lessee shall have, and the Lessor shall fully cooperate in providing to the Lessee, for its use and enjoyment, all rights, privileges and immunities as shall from time to time be granted or afforded by Federal, State or local law to restaurant operators or proprietors and operators and proprietors of uses comparable to those included among the Permitted Uses. The Parties agree that each of the terns, covenants and conditions hereof agreed to be observed or performed by each party shall constitute concurrent conditions of exchange Section 21 21 City of Marini Hiring Lessee agrees that a minimum of fifteen percent (15%) of the contract value for the construction of the Leasehold Improvements will be performed by an entity then certified by Miami -Dade County as a 44 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 Community Small Business Enterprise. Lessee anticipates that the marina and restaurant operations at the Property will generate approximately 200 lull time equivalent jobs upon stabilization. Lessee agrees to work with South Florida Work Force and the City's Economic Initiatives and Access Programs to advertise all of the Lessee's entry level positions. Commencing as of the date that the Leasehold improvements are completed, Lessee agrees to use good faith efforts to ensure that at least sixty percent (60%) of its employees are City of Miami residents. The calculation of employees will be based on the total payroll of the Lessee, including operational and administrative staff. After the third anniversary of the completion of the Leasehold Improvements, the commitment set forth above will he reduced to forty (40) percent. The foregoing requirements shall not apply to Sub -lessees. Section 21.22 Charitable Contribution Lessee shall make an annual charitable contnhution of thirty thousand dollars ($30,000) every year of the Lease Term to help fund a chantable hospitality -related organization selected by Lessee in consultation with the City Manager. 'signature page follows] DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease, or have caused the same to be executed, as of the date and year first above written. ATTE By: Todd H.nn City Clerk APPROVED AS TO •(NKRANCE /REQUIREMENTS: / By: Calvin El/ifs, Dire,ctor Risk Managernen, t Department f / I Ii j GROUP, l company ATTESTE :.BY: By: Title j:t.A( // ( t Company Name By: A"- • Name • tic %:'tc C /AL r<+:c;'rt' ',_ Title •J r �C Company Name LESSOR: CITY OF MIAIVII, a municipal corporation o f the Sf By: 46 ohnny fv City Manag APPRO ED A, TO FORM AND / CO ' r TNE.: I / By: Victoria Mendez City Attorney LESSEE: By' GROVE BAY INVESTMENT LLC, a 1,..jaeliitliinited liabi Print Name j (1'tr r Title CORPORATE SEAL DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 EXHIBIT "A" SCiiEDULE OF LEASEHOLD IMPROVEMENTS* !Minimum Marina Renovations • Complete interiorcxteriur restoration of the two (2) hangar buildings to afford best utihiation of available space for dry rack storage and other uses. • Construction/refurbishment of visually appealing concrete pavement design and construction of marina/boatyard to meet appropriate vehicles and loads to result from proposed marina use • Complete dockibulkhead restoration or replacement alongside marina in a manner homogeneous in appearance with the restoration of the adjoining bulkhead for the casual and formal restaurant portions of the Property Minimum Casual Restaurant Renovations • Installation of outdoor covering to facilitate patio use. • Installation of air conditioning within the enclosed areas. • Complete renovation of restaurant according to federal, stale and local regulations and code requirements, • Complete dock/bulkhead restoration or replacement alongside casual restaurant in a manner homogeneous it; appearance with the restoration of the adjoining bulkhead for the manna and formal restaurant portions of the Property. • All applicable ADA requirements and improvcinents. Minimum Formal Restaurant Renovations • Complete remodeling oldie interior to reflect the appearance of modern restaurants. • Complete renovation nt' restaurant in compliance with all applicable federal, stale and local regulations. • Structural modifications to windows so as to provide full height windows to improve waterfront visibility. • Repair of entire doelaulkhead alongside fonnal restaurant in a manner homogeneous in appearance with the restoration of the adjoining bulkhead Ibr the manna/casual restaurant poruuns of the Property. • All applicable ADA improvements. Dock Renovations ▪ C'onstrtrction of a fixed dock in front of formal restaurant portion of Property, • Renovation of finger pier at casual restaurant. Garage Retail • Build -out of Parking Facilities Retail Arca to be provided by City *The Leasehold Improvements set forth in the Proposal, to the extent inconsistent with the descnptinn set forth herein, shall supersede the descriptions set forth in this Exhibit A. DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 EXHIBIT "B" GRAY SHELL STANDARDS I Continuous smooth, clean, level completed concrete floor. ready to receive finishes 2 Demising walls will he full height metal stud, 3 5,8" 20 ga. 24" oc 3. Storefront will have eight (8) aluminum frame glass entrance doors, evenly spaced, located as Lessee shall specify. with hardware installed; and storefront shall have laminated safety glass window fronts. Interior of exterior walls and ulterior of demising walls will be finished with code compliant drywall, sanded, and ready for paint. 5 No interior walls are provided. 6. Eight (8) Rear service door, evenly spaced, located as Lessee shall specify, with hardware installed. 7 Plumbing a. Water and sewer stubbed to meter room location to be agreed upon by lessor and lessee during the design process , with water meter Lessee shall he rei ponsihle fur distribution h Fire sprinkler sy.atem installed throughout, including risers, but without drops. 9 Electrical a, 200 amp, 3-Phase electrical, stubbed to panel in meter room location specified by 1..essrr and lessor during the design phase, with electrical meter. b. One (1) exit/emergency light fixture or as shown on plan c. Conduit and lox for exterior tenant signage or as shown on plan DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 COMPOSITE EXHIBIT "C1" PROPERTY LEGAL DESCRIPTION (PARCEL 1) (MARINA/BOATYARD UPLANDS) A portion of Tract A of Dinner Key, according to the plat thereof as recorded rn plat hook 34, at pace 2, of the Public Records of Miami Dade County, Florida and a portion or -Section 22, Township 54 South, Range 41 East, Miami -Dade County, Florida, more particularly described as follows: Commence at the Southwest corner, of the Northwest 'A, of said Section 22; Thence South 02°24'44" Last. along the Southerly extension of the West line of the NW 1!4 of said Section 22, for 436.51 lest, Thence North 86°27'43" East for 75.86 feet to a point labeled HL-78-C said point being a point of intersection with the U.S. Pier -Head Bulkhead line of 1939 as recorded in Plat Book 74, at Page 3, of the Public Records of Miami -Dade County, Florida, said line also being the Northwesterly line of T.1.LF Deed :No. 19448 to City of Miatni, recorded in Deed Book 3130, at Page 260, of the Public Records of Miami -Dade County, Florida; Thence along said U S. Pier -Head Bulkhead line, for the following described four (4) courses; I) Thence South 77°01 17" East, for 669.48 feet to a point labeled H L-78-13: 2) Thence: North 74°08' 10" Gast for 526.25 feet to a point labeled HL-78-A; 3) Thence North 43°08'20" East for 250 00 feet, 4) Thence North I2°08' 10" East for 88.25 feet; Thence North 45'44'46" West, departing the previously described line, for 3.75 feet to a point on the outside face of an existing Seawall, Thence along the outside face of said seawall for the following described twelve (12 ) courses, 1) Thence continue North 45°44'46" West for 12.58 feet; 2) Thence North 46°50'16" West for 262,72 feet to the Pouu of Binning of the heretnatlet described parcel; 3) Thence North 47°06'49" West for 73.59 feet; 4) Thence North 02°02'56" least for 0.70 feet, 5) Thence North 47°07'52" West for 59.52 feet; 6) Thence North 43°12'49" East for 100.72 feet: 7) Thence South 46°47'08" East for 61 00 feet; 8) Thence North 88°45'00" East for 0.64 feet, 9) Thence South 47' 14'37" East for 41.99 feet; 10) Thence North 61 °42'01 " East for 21.07 feet; 11) Thence South 30°14'35" East tier 2 75 feet: 12) Thence North 62°06'03" East for 5.43 feet In a point of intersection with the Southerly extension of an existing chain link fence; Thence along said chain link fence and its southerly extension for the following described three (3) courses; I) Thence North 49°34'23" West for 26.67 feet, 2) Thence South 49'46't 1" West for 14.07 feet; 3) Thence North 46'34'27" West for 48.90 feet to a point of intersection with the Southeasterly extension of the edge of an existing concrete slab; Thence along the previously described edge of concrete and its Southwesterly and Northerly extensions for the following descried five (5) courses, 1) Thence North 41°51'IG" East for 19.89 feel; 2) Thence North 45'40'17" W'esl for 20,02 feet; 3) Thence North 41°51'16" East for 10.30 feet, 4) Thence North 48°08'44" West for 26.07 feet; 5)Thencc North 43° 17'10" East for 63 60 feet to a point of intersection with the Boundary line of the tract of land described under Exhibit A in that certain Lease Agreement recorded in Official Records Book 9916, at Page 1 1 10, of the Public Records of Miami Dade County, Florida; Thence along the previously described Boundary line, and its Northerly extension, for the following described two (2) courses; I ) Thence North 76°17'34" West for 63.38 feet; 2) Thence North 12'55'28' East for 138.99 feet to a point of intersection with the t ack of an existing concrete sidewalk; Thence along the back of said concrete sidewalk, for the Iirllowing described twenty one (21) courses; 1) Thence North 47°44'58" West for 12.22 feet to a point of'curvature of it circular curve concave to the Northeast; 2) Thenee Northwesterly. along the are of said curve to the right, having a radius of 98.00 feet and a central angle of t6°31'40" for a distance of 28 27 feet to the point of tangency; 3) Thence North 31°J3'I8" West for 14 48 feet to a point of'curvature of a circular curve concave to the Southwest; 4) Thence Northwesterly, along the arc of said curve to the left, having a radius of 100.00 feet and a central angle of 11 °38'35" for a distance of 20 32 feet to a point of tangency; 5) Thence North 42°51'53" West for 5.10 feet to a point of curvature of a circular curve concave to the Southwest; 6) Thence Northwesterly, along the are of said curve to the left, having a radius of 33.00 feet and a central angle of 33°27'08" for a distance of 19.27 feet to the point of tangency; 7) Thence North 76°19'O1" West for 64.42 feet; 8) Thence South 13°57'56" West For 1.47 feet; 9) Thence North 75°50'29" West t'or 25 93 feet; ID) Thenee North 45°02'51" West t'or 18.31 feet to n point of curvature of a circular curve concave to the Southwest; 11) Thence Northwesterly, along the are of said curve to the left, having a radius of 64.79 feet and a central angle of 1 1°21'21" for a distance of 12 84 feet to the porn) of tangency. 12) Thence North 56°24'12' West for 5.41 feet to a point of curvature of a circular cure concave to the: Northeast; 13) Thence Northwesterly, along the arc of said curve to :he right, having a radius of 23 50 feet 49 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 and a central angle of 30°58'59" fit a distance of 12 71 feet to the point of tangency: 14) Thence North 25°25'13" West for 6.96 feel to a point of curvature ofa circular curve concave to the South. 15) Thence Northwesterly, along the arc of said curve to the lets, having a radius of 3.00 feel and a central angle of 51 °39' 10" for a distance of 2 70 feet to the point of Tangency; 16) Thence North 77'04'23" West for 125,67 feet to a point of curvature of a circular curve concave to the South; 17) Thence Northwesterly, Westerly and Southwesterly along the arc ofsaid curve to the left, having a radius of 10 15 feet and a central angle of 14°26'49" for u distance of 2.56 feet to the point of tangency; 18) Thence South 88°28'48" West for 17 55 feet::9) Thence North 7G'52' 13' West for 28.42 feet; 20) Thence South 76°07'58" West for 40.18 feet to a point of'curvature ofa circular curve concave to the Northwest: 21) Thence Southwesterly, along the arc of said curve to the right, having a radius of 43.33 feet and a central angle of 09°48'56" fit a distance of 7.42 feet to a point ol'intersection with a line parallel with and 95.00 feet Northwesterly of, as measured at right angles, the Northwesterly outside face of an existing building; Thence South 13° 01'32" West, along the previously described line, for 135.78 feet, Thence South 12 46'52" West, departing the Previously described line, for 37.38 feet to a point of intersection with a line parallel with and 95.00 feet Northwesterly of, as measured at nght angles, the Northwesterly outside face of an existing building; Thence South 13 07'29" West, along thc previously described line and its southerly extension, for 148 75 feet; thence South 07°43'57" West for 9.81 feet; Thence South 49°47'35" West for 4 49 feet; Thence South 43°01'12" East for 77,73 feet: Thence South 43°33'00" East for 54 15 feet; Thence South 43°26'13" East for 4 55 feet, Thence South 48°06'57" East for 20.77 feet to a point of curvature of a circular curve concave to the northeast; Thence Southeasterly, along thc are of said curve to the left, having a radius of 374.00 feet and a central angle of 09°28' 16" for a distance of 61.82 feet to the point of tangency; Thence South 57°35' 13" East for 23.28 feet; Thence Son: h 80° 19'31 " East l'or 172.00 feet; Thence South 79° 19' 15" East for 13,23 feet to a point of intersection with the back of an existing concrete sidewalk punning along the north side of Pan American Drive; Thence along the back of said existing sidewalk and its northeasterly extension, for the following described five (5) courses; 1) 'thence South 74°54'37" East for 28.80 feet: 2) Thence South 77°42'57" East for 5.71 feet to a point of curvature ofa circular curve concave to the Southwest; 3) ]'hence Southeasterly, along the arc of said curve to the nght, having a radius of 222,00 feet and a central angle of 21°55'13" for a distance of 84.93 feet to a point on said curve; 4) Thence North 87°54'54" East tit 5.28 feet; 5) Thence North 42 °2 3' 11 " East for 11,27 feet to the Point of Beginning. Containing 195,848 sy ft of 4.50 acres more or less. DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 LEGAL DESCRIPTION (PARCEL 2) (FORMAL RESTAURANT & RESTAURANT PARKING) A portion ol'Traci A of Dinner Key, according to the plat thereof as recorded in plat book 34, at page 2. of the Public Records of Miami Dade County, Florida and a portion of Section 22. Township 54 South, Range 41 East, Miarni-Dade County, Florida, more particularly described as follows: Commence at the Southwest corner, of the Northwest'/a, of said Section 22; Thence South 02°24'44" East, along the Southerly extension of the West line of the NW '/, of said Section 22, for 436.51 feet; 'Thence North 86°27'43" East foi 75.86 feet to a point of intersection with the U.S. Pier -Head Bulkhead line of 1939 as recorded in Plat Book 74, at Page 3, of the Public Records of Miami -Dade C.'ounty, Florida, said point labeled UL-78-C and said line also being the Northwesterly line of T.I.I.F Deed No 19448 to City of Miami, recorded in Deed Book 3130, at Page 260, ol'the Public Records of Miami -Dale County, Florida: Thence along said U.S. Pier -Head Bulkhead line, for the lollowing described four (4) courses; I) l'hence South 77°01'17" East, for 669.48 feet to a point labeled HL-78-B on the previously named plat, 2) Thence North 74°08'10" East for 526.25 feet to a point labeled HL-78-A on die previously named plat, 3) Thence North 43°08'20" East for 250.00 feet to a point labeled HL-76 on the previously named plat; 4) Thence North 12°08'l0" East for 88.25 feel; Thence North 45°44'46" West, departing the previously described line, for 3.75 feet to a point on the outside face of an existing Seawall, Thence along the outside face of said seawall for the following descrihed fifteen (15 ) courses; 1) Thence continue North 45'44'46" West for 12.58 feet; 2) Thence North 46°50'16" West for 262.72 feet; 3) Thence North 47°06'49" West for 73,59 feet; 4) Thence North 02°02'56" East for 0.70 feet, 5) Thence North 47°07'52" West for 59.52 tea 6) Thence North 43' 12'4C" Fast for 100.72 feet; 7) Thence South 46°47'08" East for 61,00 feet, 8) Thence North 88°45'00" East for 0 64 feet; 9) Thence South 47°14'37" East for 41,99 feet; 10) Thence North 6I°42'01" bast for 21 07 feet, 11) Thence South 30°14'35" East for 2.75 feet; 12) Thence North 62°06'03' East for 87 88 feet to the Point of Beginning of the hereinafter described parcel; 13) Thence continue North 62°06'03" East for 114.64 feet to a point of curvature of a circular curve concave to the West. 14) Deuce Northeasterly, Northerly and Northwesterly, along the arc of said cure to the let3, having a radius of 75.0(1 feet and a central angle of 80°48'49" for a distance of 105 78 feet to the point of tangency; 15) Thence North 18°42'46" West for 101.33 feet to a point on the northerly right-of-way line of Chart House Drive as shown on the sketch of survey dated January 14, 1985 referred file No. nuse 6;-139 rev, and prepared by Schwebke & Shiskin and Associates and as shown on that Specific Purpose Survey at Dinner Key Marina, prepared by Biscayne Engineering ; Thence North 76°03'06" West. along the previously described line, for 226.31 feet; Thence South 39°08'26" West, departing the previously described northerly right-ot=way line, for 12 87 feet to a point on the northerly edge of pavement of Chart House Drive said point being on a circular curve concave to die Northeast and said point bears South 45°04'04" West from the center of said curve; Thence along the northerly edge of pavement of said Chart House Drive for the following described three (3) courses, 1) Thence Southeasterly along the are of said curve to the left, having a radius of 273.78 feet and a central angle of 04°52'06" for a distance of 23 26 feet to a point; 2) Thence South 29° 13'50" West lbr 21.82 leer to a point on a circular curve concave to the Northeast and said point hears South 38°44'40" West from the center of said curve; 3) Thence Northwesterly along the are of said curve to the Right, having a radius 0f'348.97 feet and a central angle of04°24'23" tux a distance of 26.84 feet to a point of intersection with the Boundary line o1'the tract of land descrihed under Exhibit A in that certain Lease Agreement recorded in Official Records Book 99;6, ar Page 1110, of the Public Records of Miami Dade County, Florida; Thence along the previously descrihed Boundary line, and its Northerly extension, for the following described two (2) courses, 1) Thence South 12°55'28" West for 152.77 feet; 2) Thence South 76°17'34" East for 63.38 feet; Thence North 43°17'10" East, departing the previously described boundary line. foi 5.77 feet, Thence South 74°27'18" East for 13.19 feet to u point ul' curvature of a circular curve concave to the Southeast; Thence Southeasterly, along the arc of said curve to the tight, having a radius of 31 50 feet and a central angle of 33°37'09" East for a distance of 18.48 feet to the point of tangency, Thence South 40°50'09" East for 37.58 feel to a point on the northerly end of an existing C.B.S. wall; Thence South 49°09'Sl" West, along the northerly end of said existing C B.S_ wall for 0 43 feet to a point on the southerly face ot'said existing C.B.S_ wall, Thence South 38°59'4S" East, along the southerly face of said existing C B,S, wall and its southerly extension, for 34,41 feet to the Point of Beginning. Containing 58,242 sq. 11 or 1.34 acres more or Tess. 51 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 LEGAL DESCRIPTION (PARCEL 3) (CASUAL RESTAURANT UPLANDS) A portion of Section 22, Township 54 South, Range 41 East, Miami -Dade County. Florida, more particularly described as follows: Commence at the Southwest corner, of the Northwest ''A, of said Section 22; Thence South 02°24'44' East, along the Southerly extension of the West line of the NW '/4 of said Section 22, for 436.51 feet; Thence North 86°27'43" East, departing the previously described line, for 75.86 feet to a point labeled HL-78-C said point being a point of intersection with the U.S. Pier -Head Bulkhead line of 1939 as recorded in Plat Book 74, at Page 3, of the Public Records of Miami -Dade County, Florida, said line also being the Northwesterly line of T.I.LF. Deed No. 19448 to City of Miami, recorded in Deed Book 3130, at Page 260, of the Public Records of Miami -Dade County, Florida; Thence along said U.S. Pier -Head Bulkhead line, for the following described tbur (4) courses; 1) Thence South 77°01 17" East, for 669.48 feet to a point labeled 1IL•78-B: 2) Thence North 74'08'10" East for 526.25 feet to a point labeled I1L-78-A: 3) Thence North 43°08'20" East for 250.00 test to a point labeled HI--76; 4) Thence North 12°08'10" East for 88.25 feet to a point of intersection with the southerly extension of the outside face of an existing Seawall; thence along the outside face otsaid seawall and its southerly extension for the following described twelve (12) courses; 1) Thence North 45°44'46" West for l6 33 feet; 2) Thencc North 46°50'16" West for 262 72 feet; Thence North 47°06'49" West for 73.59 feet; 3) Thence North 02°02'56" East for 0 70 feet; 4) 'I hence North 47°07'52" West for 59.52 feet; 5) Thence North 43°12'49" East for 100.72 feet; 6) Thence South 46°47'08" East for 61.00 feet; 7) Thence North 88°45'00" East for 0.64 feet; 8) Thence South 47°14'37" East for 41_99 feet; 9) Thence North 61°42'01" East for 21.07 feet; 10) Thence South 30°14'35" Fast fot 2.75 feet; 11) Thence North 62°06'03" East for 5.43 feet to the Point of Beginning of the hereinafter described parcel; 12) Thence continue North 62°06'03" East for 82.45 feet; [hence North 38°59'48" West, departing the previously described face of the seawall and running along the southerly face of an existing C.B.S. wall and its southerly extension, for 84.41 feet; Thence North 49°09'S1" East along the northerly end of said C.B.S. wall for 0.43 feet to a point on the Edge of an existing Asphalt Pavement; Thence alone the Edge of said Asphalt Pavement and its Northwesterly extension, for the tollowing described three (3) courses; 1) Thence North 40°50'09" West for 37.58 feet to a point of curvature of a circulnr curve concave to the Southwest, 2) Thence Northwesterly, along the arc of said curve to the lett, having a rudius o1.31 50 feet and a central angle of 33°37'09" for a distance of 18.48 feet to the point of tangency: 3) Thence North 74°27'18" West for 13.19 feet to a point on the Northeasterly extension of the edge of an existing concrete: Thence along the previously described edge of said concrete and its Northeasterly and Southwesterly extensions for the following descried live (5) courses; 1) Thence South 43°17'l0" West for 69,37 feet; 2) Thence South 48°08'44" East for 26.07 feet; 3) Thence South 41°51'16" West for 10.30 feet; 4) Thence South 45°40'17" East for 20.02 feet; 5) Thence South 41°51'16" West for 19.89 feet to a point of intersection with an existing chain link fence; Thence along said chain link fence and its southerly extension for the following described three (3) courses; 1) Thence South 46°34'27" East for 48.90 feel: 2) Thence North 49°46'l 1" East for 14,07 feet; 3) Thence South 49°34'23" East for 26.67 feet to the Point of Beginning. Containing 12,356 sq. ft. or 0.284 acres more or less. DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 LEGAL DESCRIPTION (PARCEL 6A) (MARINA SUBMERGED LANDS) A portion of Tract A of Dinner Key, according to the plat thereof as recorded in plat book 34, at page 2, of the Public Records of N tuuni Dade County, Florida and a portion of Section 22, Township 54 South. Range 41 East, Miami -Dade County, Florida, more particularly described as follows: Commence dt the Southwest corner, of the Northwest '/<, of said Section 22, Thence South 02°24'44" East, along the Southerly extension of the West lire of the NW ''A of said Section 22, for 436.51 feet, Thence North 86°27'43" East for 75.86 feet to a point of intersection with the tJ S Pier -Head Bulkhead line of 1939 as recorded in Plat Book 74, at Page 3, of the Public Records of Miami -Dade County, Florida, said point labeled HL-78-C: and said line also being the Northwesterly line of THY. Deed No 19448 to City of Miami, recorded in Deed Book 3130, at Page 260, of the Public Records of Miami -Dade County, Florida; Thence along said 1+.5 Pier -Head Bulkhead line, for the billowing desenbcd six (6 ) courses; I) Thence South 77°01'17" bast, for 669.48 feet to a point labeled I[L-78-B on the previously named plat, 2) Thence North 74°08'10" East for 526.25 feet to a point labeled HL-78-A on the previously named plat; 3) Thence North 43°08'20" East for 250 00 feet to a point labeled iTL-76 on the previously named plat. 4) Thence North 12°08'10" East for 88.25 feet; Thence along the outside face of an existing seawall and its Southerly extension for the following described twelve (12) courses; 1) Thence North 45°44'46" West for 16 33 feet: 2) Thence North 46°5016" West for 262.72 feet to the Point of Beginning of the hereinatier described pnrcel: 3) Thence North 47°06'49" West for 73.59 feet; 4) Thence North 02°02'56" East for 0.70 feet; 5) Thence North 47°07'52" West for 59.52 feet; 6) Thence North 43°12'49" East for 100.72 feet; 7) Thence South 46°47'08" East for 61 00 feet; 8) Thence North 88°45'00" East for 0.64 feet; 9) Thence South 47° 14'37" East for 41.99 feet; 10) Thence North 61 °42'0I" East for 21 07 feet; 11) Thence South 30° 14'.35" East for 2.75 feet; 12) Thence North 62°06'03" East for 87 88 feet; Thenee South 27°53'57' East, departing the previously described existing seawall, for 60.00 feet. Thence South 62°0603" West fur 118.88 feet, Thence North 47°14'37" West fir 26.50 feet, Thence South 42°45'23" West for 71.49 feet to the Point of Beginning. Containing 20,317 sq. fr. or 0 47 acres more or less. DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 LEGAL DESCRIPTION (PARCEL 6B) (SUBMERGED LANDS ABUTTING FORMAL RESTAURANT) A portion of Traci A of Dinner Key, according to the plat thereof as recorded in plat hook 34, at page 2, of J Public Records of Miami Dade County, Florida and a portion of Section 22, Fownshtp 54 South, Range 41 Last. Ntiernt-Dade County. Honda, more particularly described as follows_ Commence of the Southwest corner, of the Northwest'/4, of said Section 22; Thence South 02°24'44" East, along the Southerly extension of the West line of the NW '/4 of said Section 22, for 436.51 feet; 'Thence North 86°27'43" East for 75.86 feet to a point of intersection with the U.S. Pier -Head Bulkhead line of 1939 as recorded in Plat Book 74, at Page 3, of the Public Records of Miami -Dade County, Florida, said point labeled HL-78-C and said line also being the Northwesterly line of T.LI.F. Deed No. 19448 to City of Miami, recorded in Deed Book 3130, at Page 260, of the Public Records of Miami -Dade County, Florida, Thence along said U.S. Pier -Head Bulkhead line, for the following described four (4 ) courses, I) Thence South 77°01'17" East, for 669.48 feet to a point labeled FIL-78-B on the previously named plat, 2) Thence North 74°08'10" East for 526 25 feet to a point labeled HL-78-A on the previously named plat; 3) Thence North 43°08'20" East for 250 00 feet to a point labeled HL-76 on the previously named plat. 4) Thence North 12°08' I0" East for 88 25 feet, Thence along the outside face of an existing seawall and its Southerly extension for the following described two (2) courses; I) Thence North 45°44'46'. West for 1633 feet. 2) Thence North 46°50' 16" West for 262 72 feet, Thence North 42°45'23" East, departing the previously described existing seawall for 71.49 feet; Thence South 47°14'17" East l'or 26 50 feet. Thence North 62°06'03" East fin 118.88 feet to the Point of Beginning of the hereinafter desenbe.d parcel,.Thence continue North 62°06'03" East for 175.75 feet to the point of intersection with the previously described ti.S Pier -Head Bulkhead line of 1939; Thence North 21'0857' East, along the prevtuusiy described line, for 146-73 feet; Thence North 76°03'06" West for 1 19.88 feet to a point of intersection with the outside face of an existing seawall; Thence along the outside face of said existing seawall for the following described three (3) courses; 1) Thence South 1 8°42'46" East for 53.81 feet to the potnt of curvature of a circular curve concave to the Northwest; 2) Thence southeasterly, southerly and southwesterly, along the are of said curve to the right, having a radius of 75.00 feet and a central angle of 80°48'49" fora distance of 105.78 feet to the point of tangency; 3) Thence South 62°06'03" West for 114.64 feet its the Point of Begnrttng. Containing 20.579 sq ft or 0.47 acres more or less. DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 EXHIBIT "D" STATE DEP AGREEMENTS 55 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 EXHIBIT "E" EXISTING DRY SLIP USE AGREEMENTS JTO RF INCLUDED UPON RECEIPT FROM IJCENSFE.J DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 EXHIBIT "F" EXISTING PARKING FACILITIES DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 EXHIBIT' ' GROSS REVENUE REPORT 58 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 GROSS REVENUE SOURCE Source Source Totals Monthly Fee TENANT NAME GROSS REVENUE REPORT Month of Applicable Total Percentage Fee and FI.State Gross Revenue Percentage Percentage Fee State Use Tax Use Tax Due City MONTHLY FEE PLUS PERCENTAGE FEE AMOUNT DUE THIS PERIOD I hereby certify to the accuracy of this report, and acknowledge that (Tenant Name) has pals all applicable Florida State sales and use taxes which are due and payable, whether directly or indirectly, under FL. Statute 212 to the State of Florida Department of Revenue The City of Miami can rely on the above monthly report to be true and accurate as submitted. SIGNATURE DA'E REMARKS Tenant shail report Gross Revenues of the preceding mcntr on or before the (enter date) cf each month Any Percentage Rent due and payable shall be remitted with this report. Make check payab a to the City of Miami and return ;his report together with the proper rem ttance to: CITY OF MIAMI DEPARTMENT OF PUBLIC FACILITIES 444 SW 2ND AVENUE, 3RD FLOOR ATTENTION: LEASE MANAGER MIAMI, FL. 33130 Gross Revenue Report subject to change and revision. Rev 10/10/13 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 EXHIBIT "H" PAYMENT AND PERFORMANCE BOND DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 PERFORMANCE AND PAYMENT BOND BY THIS BOND, We , as Principal. hereinafter called CONTRACTOR, and as Surety, are bound to the City of Miami, Florida. hereinafter called CITY, hereinafter referred to as OBLIGEE, to the amount of Dollars ($ fhr the payment whereof, CONTRACTOR and Surety bind themselves, their heirs, executors, administrators, successors and assigns. jointly and severally. WHEREAS, CONTRACTOR has by written agreement entered into a C'ontraet, BidTContract No, , awarded this day of 20_ with which Contract Documents are by reference incorporated herein and made a part hereof, and specifically include provision for liquidated damages, and other damages identified and fiir the purposes of this Bond are hereafter referred to as the "Contract." THE CONDITION OF THIS BOND is that if CONTRACTOR: Performs the Contract between CONTRACTOR and for construction of , the Contract being made a part of this Bond by reference, at the times and in the manner prescribed in the Contract; and 2. Pays CITY all losses, liquidated damages, expenses, costs and attorney's fees, tncludnig appellate proceedings, that CITY sustains as a result of default by CONTRACTOR under the Contract, and Promptly makes payments to all claimants, as defined by Florida Statutes 255 05(1) for all labor, matenals and supplies used directly or indirectly by CONTRACTOR in the performance nI' the Contract. TIIEN CONTRACTOR'S OBLIGATION SHAi_L BE VOID; OTHERWISE, IT SHALL REMAIN EN FULL FORCE AND EFFECT SUBJECT, HOWEVER, TO THE FOLLOWING CONDITIONS: 3.1 z.2 A claimant except a laborer, who is not in privity with CONTRACTOR. and who has not received payment for its labor, materials or supplies, shall, within forty-tive (45) days after beginning to furnish labor, materials or supplies for the prosecution of the work, furnish to CONTRACTOR, a notice that he intends to look to the bond for protection A claimant who is not in privity with CONTRACTOR and who has not received payment for its labor, materials or supplies. shall, within ninety (90) days afler perfonmance of the labor of utter complete delivery of the matenals or supplies, deliver to CONTRACTOR and to the tiurety, written notice of the performance of the labor or delivery of the materials or supplies and of the nonpayment. 3.3 No action for the labor, matenals or supplies may be instituted again; CONTRA 2TOR or the Surety unless the notices stated under the preceding conditions (2 J ) and (2.2) have been given: 3 4 Any action under this Bond must be instituted in accordance with die longer of the applicable Notice and Time Limitations provisions prescribed in Section 255 05(2) or Section 95.1 I, Florida Statutes. 60 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 4 Performs the guarantee of all work and materials furnished under the Contract for the time specified in the Contract: then THIS BOND IS VOID. OTHERWISE IT REMAINS IN FULI. FORCE AND EFFECT. Whenever, CONTRACTOR shall be, and is declared by CITY to he, in default under the Contract. having performed CITY obligations there under, the Surety may promptly - emedy the default or shall promptly: 4.1 Complete the Protect in accordance with the terms and conditions of the Contract Documents; or 4.2 Obtain a hid or bids for completing the Project in accordance with the terms and conditions of the Contract Documents, and upon determination by Surety of the lowest responsible Bidder, or if elects, upon determination by and Surety, jointly of the lowest responsible Bidder, arrange for a contract between such Bidder and and make available as work progresses (even though there should be a default or a succession of defaults under the Contract or Contracts of completion arranged under this paragraph) sufficient funds to pay the cost of completion less the balance of the Contract Price; but not exceeding, including other costs and damages for which the Surety may be liable hereunder, the amount set forth in the first paragraph hereof. The term "balance of the Contract Price.' as used in this paragraph. shall mean the total amount payable by CITY to CONTRACTOR under the Contract and any amendments thereto, less the amount properly paid by to CONTRACTOR_ No right of action shall accrue on this bond to or for the use of any person or corporation other than CITY narned herein. The Surety hereby waives notice of and agrees that any changes in or under the Contract Documents and compliance or noncompliance with any thrmalities connected with the Contract or the changes does not affect Surety's obligation under this Bond Signed and sealed this day of , 20 WITNESSES/ATTEST: CONTRACTOR: (Name of Contractor) DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 (CC.)RPORATE SEAL) IN THE PRESENCE OF: INSURANCE COMPANY Fact) (Street) By: (Agent and Attorney -in - Address: (CityiState/Ztp Code) Telephone No.. 62 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 EXHIBIT "I" EXISTING IMPROVEMENTS DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 EXHIBIT "J" INSURANCE REQUIREMENTS Lessee, at its sole cost, shall obtain and maintain in full force and effect at all times throughout the period of this Lease, the following insurance coverage? Commercial General Liability, Limits of' Liability Bodil Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit Products and Completed Operations Personal and Advertising Injury Damage to rented premises Endorsements Required City of Miami listed as an Additional Insured Additional insured endorsement required Contingent Liability & Contractual Liability Premises/Operations Liability II. Business Automobile Liability Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto/Owned/Scheduled Including Hired, Borrowed or Non -Owned Autos Any One Accident Endorsements Required City of Miami listed as an Additional Insured II1, Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation IV. Employer's Liability Limits of Liability Bodily injury caused by an accident, each accident Bodily injury caused by disease, each employee Bodily injury caused by disease, policy limit V. Liquor Liability A. Limits of Liability Each Occurrence $1,000,000 VI. Excess Liability/Umbrella Policy A. Limits of Liability Bodily Injury and Property Damage liability 64 S2,000,0u0 $1,000,000 S I ,000,000 S 100,000 S 500,000 S500,000 S500,000 S500,000 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 Each Occurrence $3,000,000 Aggregate S3,000,000 City of Miami listed as an additional insured Umbrella should include liquor liability Marine Operators Legal Liability A. Limits of Liability Each (Occurrence $1,000,000 VIII. "Ali Risk" Causes of Loss: Special fbrm coverage, including theft, windstorm and flood coverage, and equipment breakdown coverage. Valuation: 100% replacement cost on building and Lessee's business personal property, including improvements, all its equipment, fixtures and furniture. The Lessee must furnish n Certificate of Insurance for affording coverage for the building or premises Business Income and Extra Expense should he included preferably issued on nn Actual Loss Sustained Basis The City's Department of Risk Management, reserves the right to reasonably amend the insurance requirements by the issuance of a notice in writing to Lessee. The Lessee shall provide any other insurance or security reasonably required by the City, the policy or policies of insurance required shall provide for notice of cancellation or material changes in accordance to policy provisions. Said notice should be delivered to the City of Miami, Department of Risk Management, 444 SW 2 Avenue, 9'1' Floor, Miami, Honda 33I30. with copy to City of Miami, Department of Public Facilities. 444 SW 2 Avenue, 3'a Floor. Miami, Florida 33130, or such other address that may he designated from time to time. A current evidence and policy of insurance evidencing the aforesaid required insurance coverage shall be supplied to Department of Public Facilities of the City at the commencement of this Lease and a new evidence and policy 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 laws of the State, with the following qualifications as to management and financial strength the company or companies should he rated "A-" as to management, and no less than class "V" as to financial strength, in accordance with the latest edition of Beat's Key Rating Guide, or the company or companies holds a valid Florida Certificate of Authority issued by the State of Florida, Department of Insurance, and is a member of the Florida Guarantee Fund. Receipt of any documentation of insurance by the City or by any of its representatives, which indicates less coverage than required, does not constitute a waiver of Lessee's obligation to fulfill the insurance requirements herein. In the event Lessee sha I fail to procure and place such insurance, the City may, hut shall not be obligated to, procure and place same, in which event the amount of the premium paid shall he paid by Lessee to the City as an additional fee upon deinand and shall in each instance he collectible on the first day of the month or tu:y subsequent month Billowing the date of payment by the City. Lessee's failure to procure insurance shell in no way release Lessee from its obligations and responsibilities as provided herein. 65 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 INSURANCE REQUIREMENTS CONSTRUCTION PORTION MARINA/RESTAURANTS 1. Commercial General Liability Limits of Liability Bodily in,lury and Property Damage I. iahility Each Occurrence General Aggregate Limit Products/Completed Operations Peisonal and Advertising Injury 11, Endorsements Required City of Miami listed as an Additional insured Employees included as insured independent Contractors Coverage Contractual Liability Premises/Operations Explosion, Collapse and Underground Hazard Loading and Unloading Business Automobile Liability. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto/Owned/Scheduled Including Hired, Borrowed or Non -Owned Autos Any One Accident 1- ndorsements Required City of Miami listed as an Additional Ensured Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation USL&H if Applicable S 1,000,000 S2,000,000 S I ,000,000 S1,000,000 S 1,000,000 IV. Employer's Liability A Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy hwit V. Owner's & Contractor's Protective A Limits of Liability Each Occurrence S 1,000,01)0 1; I.000,DU0 Policy Aggregate City of Miami listed as narned insured VI. Exces , LiahilityfUmbrella Policy A Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence 66 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 Aggregate S5.000,000 City of Miami listed as an additional insured VII. Payment and Performance Bond TBD City of Miami Listed as Obligee VIII. Builder's Risk Causes of boss; Special /All Rtsk Valuation: Replacement Cost Deductible: 5% wind and hail City listed as loss payee I.Y. Protection and Indemnity (If applicable) $1,000,000 Jones Act included. 67 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 GROVE BAY PARKING FACTLI'I'LES AGREEMENT BY AND BETWEEN CITY OF MIAMI, FLORIDA, A MUNICIPAL CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF FLORIDA, DEPARTMENT OF OFF-STREET PARKING OF THE CITY OF MIAMI, D/B/A MIAMI PARKING AUTHORITY, AND GROVE BAY INVESTMENT GROUP, LLC DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 GROVE BAY PARKING FACILITIES AGREEMENT This GROVE BAY PARKING FACILITIES AGREEMENT (this "Agreement") is entered into this `( • kday of (,, .: - r , CI in ("Effective Date"), by and between (i) CITY OF MIAMI, a municipal corporation organized under the laws of the State of Florida (the "City") (ii) the DEPARTMENT OF OFF-STREET PARKING of the City of Miami d/b/a MIAMI PARKING AUTHORITY, an agency and instrumentality of the City of Miami, Florida ("MPA"), and (iii) GROVE BAY INVESTMENT GROUP, LLC("Grove Bay" and, together with the MPA and the City, the "Parties"). RECITALS A. The City owns the waterfront properties located at 3385 Pan American Drive and 51 Chart House Drive, Miami Florida, as more particularly described in Exhibit "A" (the "Marina Property") and that certain property at the intersection of South Bayshore Drive and Pan American Drive as more particularly described in Exhibit "B" (the "Parking Property"). B. Under the tern -is of Request for Proposals No. 12-13-001 (the "RFP"), the City sought bids for the lease and redevelopment of the Marina Property and for the lease of approximately 40,000 square feet of retail uses (the 'Parking Facilities Retail Arca") to be located within the Parking Structure (as defined below). C. Consistent with the terms of the RFP, the City approved a Lease Agreement (the "Lease") with Grove Bay for the Marina Property and the Parking Facilities Retail Area. D. The RFP and the Lease contemplate that the MPA will construct certain improvements within the Parking Property to, among other matters, replace existing parking spaces that served the Dinner Key Auditorium and provide convenient parking for the patrons of the existing and proposed development contemplated by the Lease. E. Section 1.1.27 of the Lease contemplates that, with respect to the Parking Property and the Parking Structure, the City and MPA are deemed interchangeable terms in relation to the parking obligations; however, the Lease does not fully describe the contemplated relationship between the City, MPA and Grove Bay with respect thereto. F. The MPA was created, pursuant to Section 23 of the Charter of the City of Miami, Florida ("Charter"), to manage off-street parking facilities throughout the City of Miami. G. The Florida Interlocal Cooperation Act of 1969, Chapter 163, Part I of the Florida Statutes ("Act"), permits local governmental units to make the most efficient use of their powers by enabling them to cooperate with other agencies on a basis of mutual advantage and thereby to provide services and facilities in a manner and pursuant to forms of governmental organization that will accord best with the needs of local communities, such as those contemplated herein, H. Pursuant to Sections 23 and 29-B(c) of the Charter, the City and MPA entered into that certain Interlocal Agreement, dated (the "Interlocal Agreement"), which Interlocal DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 Agreement contemplates that MPA will be responsible for the construction of the Parking Facilities and certain obligations of the City under the Lease, as modified in this Agreement. I. The Parties desire to enter into this Agreement in order to set forth the agreements and covenants of the Parties, in connection with the Parking Property and the Parking Facilities to be constructed thereon, including, without limitation: (i) the MPA's obligations in connection with the construction of the Parking Facilities, (ii) the respective obligations of the Parties with respect to the operation of the Parking Facilities, including, without limitation, the Parking Facilities Retail Area, (iii) the rights of Grove Bay and its Permittees to use the Parking Facilities; and (iv) such other agreements with respect to the Parking Facilities, including, without limitation, the Parking Facilities Retail Area, contained herein. NOW, THEREFORE, in consideration of the mutual promises of the Parties contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: ARTICLE I DEFINITIONS Section 1.1 Definitions. Any word contained in the text of this Agreement will be read as the singular or the plural and as the masculine, feminine, or neuter gender as may be applicable in the particular context. Capitalized terms used but not defined herein will have the meanings assigned to such terms in the Lease. Notwithstanding the foregoing, the following capitalized terms shall have the following meanings: "Approved Architect" shall mean any design professional listed as "Architect of Record" for the construction of the Parking Facilities, The Approved Architect shall be certified under 481,219, Florida Statutes to practice architecture. "Building Operating Systems" shall have the meaning ascribed to such term in Section 2.4(d) of this Agreement. "Business Day" shall mean Monday through Friday, inclusive, other than (i) holidays recognized by the City of Miami or the federal government and (ii) days on which the City of Miami or federal government closes for business as a result of severe inclement weather or a declared national emergency which is given legal effect in the City of Miami. If any item must be accomplished or delivered under this Agreement on a day that is not a Business Day, then it shall be deemed to have been timely accomplished or delivered if accomplished or delivered on the next following Business Day. Any time period that ends on other than a Business Day shall be deemed to have been extended to the next Business Day. "Certificate of Occupancy" shall mean a permanent certificate of occupancy (free of any conditions) that must be obtained from the appropriate Governmental Authority as a condition to the lawful occupancy of the applicable Parking Facilities (as such term is defined below), or any phase, component or portion thereof. DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 "Certified Area" shall have the meaning ascribed to such term in Section 3.3(t) of this Agreement. "City" shall have the meaning ascribed in the preamble of this Agreement. "City Commission" shall mean the legislative body of the City as designated in the Charter of the City of Miami. "City Manager" shall mean the chief executive officer and administrator for the City and which, unless stated otherwise herein this Agreement, shall be responsible for the primary administrative decision -making authority for the City. "Commercially Reasonable Business Efforts" shall mean, that, as and when required, the Person charged with making such effort is timely and diligently taking, or causing to be taken, in good faith the steps usually and customarily taken by an experienced real estate lessee or owner, as applicable, seeking with reasonable due diligence to lawfully achieve the objective to which the particular effort pertains. "Design" shall have the meaning ascribed to such term in Section 3.2 of this Agreement. "Excess Parking 1-lours" shall mean the amount of free parking time provided by the MPA to any Qualified Marina User parking within the Parking Structure during any period in which more than eighty (S0) Qualified Marina Users are simultaneously parked within the Parking Structure, but only with respect to the amount of actual free parking time provided by the MPA to those Qualified Marina User(s), in excess of eighty (80), parking within the Parking Structure during such period. "Executive Director" shall mean the chief executive officer and administrator for the MPA and which, unless stated otherwise herein this Agreement, shall be responsible for the primary administrative decision -making authority for the MPA. Executive Director shall also mean any duly authorized designee of the Executive Director for minor contractual matters. "Existing Parking Facilities" shall have the meaning ascribed to such term in Section 4.3 of this Agreement. "Facility Parkin&Spaces" shall have the meaning ascribed to such term in Section 3.3(d)(2) of this Agreement. "Final Completion" shall mean that, after, Substantial Completion, the MPA has completed all punch list items to the reasonable satisfaction of Grove Bay. "First Class Standards" shall mean a quality that is equal to or in excess of the quality of first class mixed use parking and retail projects located in the Cities of Miami, Miami Beach, and Coral Gables. "Governmental Requirement" shall mean building, zoning, subdivision, traffic, parking, land use, plat and street or other public works, environmental, occupancy, health, accessibility for disabled and other applicable laws, statutes, codes, ordinances, rules, regulations, requirements, DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 and decrees, of any federal, Stateof Florida, Miami -Dade County, Florida, City of Miami, state, county, municipal or other governmental or quasi -governmental authority or agency pertaining to any or all of the Property. "Grove Bay" shall have the meaning ascribed to such term in the Preamble to this Agreement. "Initial 'Trust Fund Contribution" shall have the meaning ascribed to such term in Section 3.4(a) to this Agreement. "Interlocal Agreement" shall have the meaning ascribed to such term in the Recitals to this Agreement. "Lease" shall have the meaning ascribed to such term in the Recitals to this Agreement. "Marina Property" shall have the meaning ascribed to such term in the Recitals to this Agreement. "MPA" shall have the meaning ascribed to such term in the Preamble to this Agreement. "MPA Site Spaces" shall have the meaning ascribed to such term in Section 4.2 a to this Agreement. "Parking Facilities" shall mean the Parking Structure, including the Parking Facilities Retail Area, and those other surface parking spaces to be constructed by the MPA, at its sole cost and expense, within the Parking Property, each in accordance with the Design. "Parking Facilities Retail Area" shall have the meaning ascribed to such term in the Recitals to this Agreement. "Parking Property" shall have the meaning ascribed to such term in the Recitals to this Agreement. "Parking Structure" shall mean the multi -level parking facility that the MPA contemplates constricting on the Parking Property in accordance with the Design. "Parties" shall have the meaning ascribed to such term in the Preamble to this Agreement. "Pcrmittecs" shall mean, with respect to the applicable Party, any tenant, subtenant or other authorized occupant or user of any portion of the Parking Facilities and their respective officers, directors, employees, agents, partners, contractors, representatives, customers, visitors, invitees, guests, licensees and concessionaires. "Plans and Specifications" shall mean the plans and specifications for the Parking Facilities approved by the Parties and based on the Design. "Property" shall mean, collectively, the Marina Property and the Parking Property. "Property Directional Signage Regime" shall have the meaning ascribed to such teen in DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 Section 4.4 of this Agreement. "Oualilied Marina User(j" shall have the meaning ascribed to such term in Section 4.2(b) of this Agreement. "Qualified Parker" shall have the meaning ascribed to such term in Section 4.1(a) of this Agreement. "Shared Plumbing Facilities" shall mean the central plumbing system for the Parking Structure, "Substantial Completion" shall mean completion of the Parking Facilities, including the Parking Facilities Retail Area, in accordance with the Plans and Specifications and with all Governmental Requirements (but not including improvements within the Parking Facilities Retail Area intended for the occupancy of tenants beyond the Grey Shell Standards attached hereto as Exhibit "E"), as evidenced by the following: (i) issuance of a certification given by the applicable Approved Architect in AIA Form G-704 (or a certificate containing language substantially similar to G-704 that is no less protective of owner than a G-704 certificate), and provided that the only items of work necessary to complete the Parking Facilities consist of those items that will not materially interfere with the use and occupancy of the Parking Facilities for their intended purpose (the punch list items), (ii) issuance of Certificates of Occupancy for the Parking Facilities (including the Parking Facilities Retail Area), (iii) issuance of a certification by the MPA that Substantial Completion of the Parking Facilities (including the Parking Facilities Retail Area) has occurred, and (iv) confirmation by the City of Miami and Miami -Dade County that the streets and rights of way, as shown on the Plans and Specifications, can be used by the public for vehicular and pedestrian purposes as shown on the Plans and Specifications. ARTICLE II LEASE Section 2.1 Assignment of Rights by City. Pursuant to the terms of the Interlocal Agreement, the City has assigned to MPA, among other matters, its rights and obligation with respect to the Parking Facilities, including its obligation to construct the Parking Facilities and provide the parking spaces for use by Grove Bay and its Permittees, each pursuant to the terms and conditions set forth in the Lease, as amended in this Agreement. The intent of this Agreement is to clarify the respective rights and obligations of the City, MPA and Grove Bay with respect to the use by Grove Bay and its Permittees of the Parking Facilities and to delineate the obligations of the City and MPA to Grove Bay wi_h respect to the construction and operation of Parking Facilities, The City and MPA hereby represent to Grove Bay that (a) this Agreement has been approved by the City and the MPA, (b) the Interlocal Agreement has been approved by the City and MPA, and (c) no further approvals or consents are required from any other parties to effectuate the matters set forth in this Agreement and the Interlocal Agreement. Section 2.2 Status of Lease, The Parties agree that there exists the need to amend certain commitments and obligations set forth in the Lease to clarify the respective rights of the Parties as related to the Parking Property and the construction, operation and maintenance of the DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 Parking Facilities, This Agreement shall be deemed an amendment to the Lease. In the event of any inconsistency between the terms of this Agreement and the terms o f the Lease, then the terms of this Agreement shall control. Except as specifically modified in this Agreement, all of the terms and conditions of the Lease shall remain in full force and effect. Section 2.3 Term. The term of this Agreement shall commence on the Effective Date, and shall terminate concurrently with the expiration or termination of the Lease, unless sooner terminated pursuant to any applicable provision of this Agreement. The term of this Agreement shall include any renewal terms under the Lease (if exercised by Grove Bay or its successors in interest or authorized assigns) and, individually and collectively shall be referred to as the "Term." Provided Grove Bay is not in default of this Agreement, if Grove Bay exercises any Renewal Option under the Lease, then this Agreement will be deemed extended on the same terms and conditions as provided herein (without the need of any further action by the City, MPA, or Grove Bay). Section 2.4 Alterations. (a) Grove Bay may, at its expense, make (or permit its Permittees to make) any non-structural alterations, additions, improvements and/or changes to the Parking Facilities Retail Area without the consent of the City or MPA. For avoidance of doubt, the City has entered into this Agreement in its proprietary capacity and not in its governmental capacity, Therefore, the City reserves all rights to review and approve any plans for alterations, additions, improvements and/or changes to the Parking Facilities (whether structural or non-structural) in its governmental capacity and pursuant to such laws, ordinances, and regulations adopted pursuant thereto, (b) Grove Bay may, at its expense, make any structural alterations, additions, improvements and/or changes to the Parking Facilities Retail Area with the prior consent of the City (not to be unreasonably withheld, conditioned or delayed by the City). Grove Bay shall be responsible for applying, paying for, and securing any and all goverrunental approvals and permits from all applicable public agencies with respect to such structural alterations, additions, improvements and/or changes. (c) Except as may be conditioned by the approval rights set forth in Section 2.4(b), the City and, to the extent necessary, the MPA agree to sign any permit applications presented to the City or MPA by Grove Bay (or its successors or assigns) pursued consistent with the terms of this Agreement and to take all such other actions as are reasonably required to allow Grove Bay to accomplish any such alterations, additions, improvements and/or changes to the Parking Facilities Retail Area permitted pursuant to the terms of this Agreement. The City will reasonably cooperate with, and assist Grove Bay with, the approval of any and all municipal permits; provided, however, that the City retains all municipal governmental and planning level attributes in reviewing such permits and determining are in conformity with applicable laws, regulations, and conditions. (d) Any and all improvements constructed within the Parking Facilities Retail Area by Grove Bay, or at the request of Grove Bay or its Permittees, that constitute permanent structural alterations, including additions or improvements to the heating, ventilation and cooling system, or the electrical, the mechanical, plumbing or life safety systems (the "Building Operating DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 Systems") serving the Parking Facilities Retail Area, shall become the property of the City at the termination of this Agreement. Notwithstanding anything contained herein to the contrary, (i) all machinery, fixtures (other than fixtures constituting any portion of the Building Operating Systems), trade fixtures, furniture, equipment (including without limitation all machinery and equipment that may be attached to the floor of the Parking Facilities Retail Area), and other personal property installed or placed in the Parking Facilities Retail Area provided by or at the expense of Grove Bay or any Permittees, regardless of the manner of attachment to the Parking Facilities Retail Area or the improvements thereon, shall be and remain the property of Grove Bay (or of its Permittces), removable by it at its option at any time, including upon the expiration or earlier termination of this Lease, so long as such removal would not create any structural damage or permanent alteration, substantial or material damage to structural or exterior components of the Parking Structure, Grove Bay shall, however promptly repair any damage caused by said removal from the Parking Facilities Retail Area and promptly restore the Parking Facilities Retail Area to the same condition as it was prior to such removal or be liable to the City for all repair and costs. This duty of Grove Bay (as related to the restoration of the Parking Facilities Retail Area for damages occasioned by such removal prior to the expiration or termination of the Lease) shall survive the cancellation or expiration of this Agreement and the Lease. ARTICLE III DESIGN AND CONSTRUCTION Section 3.1 Parking Facilities. Pursuant to the Lease (as modified in this Agreement), the MPA will construct the Parking Facilities within the Property, at its sole cost and expense (except for the payment by Grove Bay of the Parking Trust Fund Contribution in the manner set forth in Section 4.10 of the Lease and modified in this Agreement). MPA shall construct the Parking Facilities consistent with the Plans and Specifications in a good and workmanlike manner in accordance with all Governmental Requirements, good industry practice and First Class Standards. For avoidance of doubt, the obligations of the MPA as related to the construction of the Parking Facilities includes the payment of any governmental assesstnents, including, but not limited to, any impact fees, permit fees, or other charges, related to the construction of the Parking Facilities. Section 3.2 Design of the Parking Facilities. The Parties hereby agree that the Parking Facilities shall be constructed in accordance with the design attached hereto as Exhibit "C" (the "Design"). Section 3.3 Construction of Parking Facilities. (a) MPA shall be responsible for construction of the Parking Facilities in accordance with the Design to achieve Final Completion of the Parking Facilities. The MPA, at its sole cost and expense, will seek and obtain all necessary government approvals and permits for the construction of the Parking Facilities, including, but not limited to, approvals necessary to permit the uses contemplated by this Agreement and the Lease. DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 (b) MPA shall cause the appropriate insurance described in Exhibit "D" to be maintained (and shall provide evidence thereof) during construction of the Parking Facilities. The MPA shall cause the contractor to obtain payment and performance bonds in form, substance and scope in compliance applicable Section 255,05, Florida Statutes, and all applicable codes and ordinances. (c) Except to the extent specifically provided in this Agreement with respect to those obligations of the MPA related to the Parking Facilities, in no event shall either party have any liability to the other under this Agreement for construction of the other party's improvements (d) The Parties further agree that the Parking Facilities shall be constructed and the Parking Facilities Retail Area delivered to Grove Bay in accordance with the following minimum requirements: (1) the Parking Facilities Retail Area shall be constructed (and delivered to Grove Bay) substantially in accordance with the "Gray Shell Standards" attached to the Lease as Exhibit "E"; (2) the Parking Facilities will consist of a three level parking garage containing not less than 333 parking spaces within the Parking Structure and 80 surface parking spaces within the Parking Property (collectively, the "Facility Parking Spaces") and approximately 40,000 square feet of first floor retail space, and such other portions of the Parking Facilities set forth in the Plans and Specifications; (3) the Parking Facilities shall be completed in accordance with all Governmental Requirements necessary for issuance by the applicable Governmental Authority of a Certificate of Occupancy, and delivered to Grove Bay broom -clean and free from debris caused or created by the MPA or its agents, employees, contractors, and subcontractors and in a mariner so that same shall be accessible and usable by Grove Bay and all applicable Permittees, including, without limitation, subtenants, and retail customers, for customary loading and parking purposes; and (4) the Parking Facilities will be constructed wholly within the boundaries set forth in the Design. (e) MPA shall be responsible for promptly repairing any substandard or defective work affecting the Parking Facilities Retail Area; provided, however, that nothing in this Agreement shall in any way limit the right of Grove Bay to assert claims resulting from patent or latent defects in the construction of the Parking Facilities for the period of limitations prescribed by applicable law. (f) The parties acknowledge that the dimensions and usable area of the Parking Facilities Retail Area have not yet been definitively established because the final design of the Parking Facilities has not, as of the date hereof, been completed. Upon delivery of possession of the Parking Facilities Retail Area, the MPA shall specify in writing to Grove Bay the amount of usable area contained within the Parking Facilities Retail Area. Within forty five (45) days after taking possession of the Parking Facilities Retail Area, Grove Bay may cause the square footage of the usable area (enclosed and under roof) of the Parking Facilities Retail Area to be measured DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 by an independent, professional, certified and licensed architect who will certify to the MPA and Grove Bay the actual usable area of the Parking Facilities Retail Area (the "Certified Areal. The measurement of the usable area shall be based on the Business Owners and Managers Association (BOMA) Standard. If the Certified Area varies from the area specified in the notice provided by MPA, the usable area of the Parking Facilities Retail Area shall be modified to be the Certified Area as herein provided, and the 4.1.3 Rent and any other rent, charge or receipt under this Lease based upon the square footage of the Parking Facilities Retail Area shall be adjusted proportionately to reflect the Certified Area. Section 3.4 Parking Trust Fund Contribution, (a) Current Status. The Parties acknowledge and agree that Grove Bay deposited $1,242,500 with the City in compliance with Grove Bay's obligation related to the Initial Parking Trust Fund Contribution as set forth in Section 4.10 of the Lease (the "Initial Trust Fund Contribution") and that the Lease provides that the total aggregate contribution (inclusive of the Initial Trust Fund Contribution) payable by Grove Bay towards the construction of the Parking Facilities is $4,970,000. However, under Section 4.10 of the Lease, the City is obligated to return the Parking Trust Fund Contribution to Grove Bay if the MPA has not obtained building permits for, and commenced construction of, the Parking Facilities by January 1, 2015. The Parties acknowledge and accept without objection that the MPA has not obtained building permits for, or commenced construction of, the Parking Facilities by January 1, 2015. In addition, under Section 4.10 of the Lease, the amount of the Parking Trust Fund Contribution was based on constructing Parking Facilities with 497 parking spaces and, as such, the reduction of the size of the Parking Facilities (as set forth in the Design) would entitle Grove Bay to an equitable reduction in the overall Parking Trust Fund Contribution. Furthermore, as set forth in Section 4.10 of the Lease, the City agreed to finance Grove Bay's Parking Trust Fund Contribution over 20 years; however, the City and the MPA have requested that, and Grove Bay has hereby agreed to, pay the full amount thereof in conjunction with the construction of the Parking Facilities. (b) Agreed Accommodations. Grove Bay hereby agrees to waive its entitlement to a return of the Parking Trust. Fund Contribution as a result of the matters set forth above and hereby agrees to waive its entitlement to finance the Parking Trust Fund Contribution as contemplated by Section 4.10 of the Lease, which waivers are based on the accommodations set forth in this Agreement and further conditioned on the following agreement hereby reached between the Parties: (i) the City will release the Initial Trust Fund Contribution to MPA upon MPA delivering notice to the City that the MPA has received the applicable building permits to construct the Parking Facilities, (ii) the Parking Trust Fund Contribution (in the amount modified herein) will be released or paid to MPA in conjunction with the construction of the Parking Facilities as set forth in Section 3.6 of this Agreement, (iii) the aggregate amount of the Parking Trust Fund Contribution shall be a stipulated amount of $4,000,000 (which stipulated sum is based on multiplying the total number of parking spaces within the Parking Structure by $12,000), (iv) Grove Bay will deposit the balance of the Parking Trust Fund Contribution (a total of $2,757,500) in a separate, segregated and limited purpose account in the name of Grove Bay (evidence of which to be provided to the City and MPA), within thirty (30) days of the MPA delivering notice to Grove Bay that the MPA has received the applicable building permits to construct the Parking Facilities, (v) the City will return to Grove Bay the Initial Parking Trust Fund Contribution (and, for avoidance of doubt, Grove Bay's obligation to make any future contribution related thereto shall DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 terminate) if the MPA has not obtained building permits for, and commenced construction of, the Parking Facilities, within twelve (12) months after the Possession Date, (vi) the phrase "Parking Facilities Conditions," as defined in the Lease, is hereby amended to replace the reference to "approximately 497 parking spaces" with "approximately 333 parking spaces within the parking garage and 80 surface parking spaces within the property in which the Parking Facilities are Located," (vii) the third sentence of Section 4.1.1 of the Lease is hereby deleted in its entirety and replaced with the following: "Notwithstanding the foregoing, if the Parking Facilities Conditions are satisfied, but only after January 1, 2018, then the amount of the Minimum Base Rent shall remain at $1.9 million and will not increase to $2.0 million as set forth above and, if the Parking Facilities Conditions are satisfied, but only after June 1, 2018, then the amount of the IVlinimum Base Rent shall remain at $1.8 million for the duration of the Lease (each subject to adjustment as set forth in the following sentence)," and (vii) the City and the MPA will use the Parking Trust Fund Contribution solely to pay the cost of construction of the Parking Facilities and other ancillary and incidental purposes related to such construction. Notwithstanding the modification to the amount of the Parking Trust Fund Contribution set forth herein, Grove Bay hereby acknowledges and agrees that the total amount of privately funded improvements to the Property, referred to in the Lease as the "Equity Contribution," will not be less than $17,900,000. For avoidance of doubt, if the total number of parking spaces within the Parking Structure is less than the 333 parking spaces set forth in the Design, the total amount of the Parking Trust Fund Contribution shall be reduced based on the method of calculation set forth above. Section3.5 Configuration of the Retail Space. As set forth in Section 3.3(d)(1) of this Agreement, the MPA will complete the Parking Facilities Retail Area substantially in accordance with the "Gray Shell Standards" described on Exhibit "E" attached to the Lease. The Parties hereby agree that the Parking Facilities Retail Area shall be configured in accordance with the configuration attached hereto as Exhibit "E" (the "Retail Configuration"). At any time prior to the submission of the Design to the City for approval of the building permit plans, the MPA and Grove Bay may mutually agree to modifications of the Retail Configuration (without the need to amend this Agreement). If Grove Bay requests modifications to the Retail Configuration after submission of the building permit plans for approval by the City, but prior to Substantial Completion of the Parking Facilities Retail Area, then MPA agrees to work cooperatively with Grove Bay to modify the design to accommodate such request; provided, however. that MPA does not have to agree to any changes that (i) will materially delay the construction or Substantial Completion of the Parking Facilities or (ii) result in a change order or any additional material costs to the MPA for which the Grove Bay has not expressly and unconditionally agreed to assume such additional costs. Section 3.6 Progress Payments for Construction of Parking Facilities. The MPA will have the right to receive payments from the Parking 'trust Fund Contribution (in the amount as modified under Section 3.4(b) of this Agreement) pursuant to a draw down schedule to be mutually agreed to by the MPA and Grove Bay and subject to the following procedures and conditions: (i) on the first day of each month, the MPA will submit to Grove Bay an application for payment, certified by the project architect, including a statement from the MPA as to the percentage of work performed up to the last day of the previous month and the amounts sought therein from the Parking Trust Fund Contribution for labor and materials furnished to the project; (ii) within ten (10) days after receipt of each monthly application for payment, Grove Bay will pay directly to the MPA any undisputed amount for which the MPA has made an application for payment, less DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 any amounts previously paid by Grove Bay and a retainage in the amount of ten percent (10%) of the amount otherwise payable to the MPA; (iii) Grove Bay's progress payment, occupancy or use of the Parking Facilities, whether in whole or in part, shall not be deemed an acceptance of any work not conforming to the requirements set forth in this Agreement; and (iv) upon Final Completion, Grove Bay shall pay the MPA the entire unpaid balance of the Parking Trust Fund Contribution. For avoidance of doubt, Grove Bay's obligation to pay any amounts to the MPA from the Parking Trust Fund Contribution shall commence after the MPA has completed the requisite percentage of work pursuant to the draw down schedule entitling the MPA to payments in excess of the Initial Trust Fund Contribution. The MPA will look solely to the City to receive funds from the Initial Trust Fund Contribution, which amounts Grove Bay has deposited in escrow with the City. ARTICLE IV OPERATION OF PARKING AREA Section 4.1 Facility Parking Spaces. (a) Upon Substantial Completion of the construction of the Parking Facilities, the MPA will make the Facility Parking Spaces accessible to Grove Bay, for use by Grove Bay and its Permittees, and their respective employees, patrons and customers, suppliers and contractors (the "Qualified Parkers") on a non-exclusive basis, The Facility Parking Spaces wi;l be available during the one (1) hour before through the two (2) hours after the established operating hours of uses established on the Property by Grove Bay or its Permittees, on a three hundred sixty-five day per year basis, throughout the Lease Term, at hourly and daily parking rates that will not exceed the parking rates in effect from time to time for comparable parking facilities in Coconut Grove (subject to the specific limitations set forth in Section 4.2 of this Agreement). MPA shall have the right to collect parking revenues from the parking spaces located within the Parking Property, subject to the limitations in Section 4,2 of this Agreement. (h) The Parties acknowledge and agree that the Parking Facilities are being constructed with the intention that such Parking Facilities will serve to satisfy the parking requirements imposed by applicable law arising from the contemplated development within the Marina Property and the Parking Facilities Retail Area and, to the extent any additional parking spaces are available after such needs are met, the additional spaces shall be made available to the general public on the terms and conditions set forth in this Agreement. The MPA and City hereby agree to execute all required permit applications and to take all such other actions as are reasonably required to evidence that the parking requirements created in connection with the development of the Parking Facilities Retail Area and the Marina Property are satisfied by the Parking Facilities. The MPA and City agree not to take any action that may hinder the ability of the Marina Property or the Parking Facilities Retail Area to satisfy any parking requirements imposed by applicable laws or regulations from the parking spaces available at the Parking Facilities. DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 Section 4.2 MPA Site Spaces. (a) Grove Bay hereby agrees to pennit the MPA to place parking equipment, and collect all parking revenues fi.om, those certain parking spaces within the Marina Property specifically identified on attached Exhibit "F" (the "MPA Site Spaces"). (b) In consideration for the use of the MPA Site Spaces and the other accommodations reached with Grove Bay in this Agreement, the MPA agrees (i) that, through the twentieth anniversary of this Agreement, the MPA will not charge any parking fee for the first one-half (1/2) hour that a Qualified Parker's vehicle is parked within the Property; (ii) that, for the term of this Agreement, the MPA will not charge any parking fee to any person using the Parking Structure that stores a boat at the Marina Property (the "Qualified Marina User"), subject to the following restrictions: (x) such parking shall be limited to one (1) parking space within the Parking Structure per boat stored by the Qualified Marina User at the Marina Property, (y) the MPA will provide free parking to a Qualified Marina User within the Parking Structure for no more than 12 hours per calendar day and, if such Qualified Marina User exceeds such period, the MPA will directly charge the Qualified Marina User for any time in excess thereof at the applicable standard parking rates, and (z) the MPA will charge Grove Bay for any Excess Parking Hours at the applicable standard parking rate; (iii) that Grove Bay will have the exclusive right to use (without charge) the parking spaces located on the top floor of the Parking Structure (which area will be specifically designated for such exclusive use and segregated pursuant to means mutually agreed to between the parties); and (iv) that the MPA will be responsible for the entire cost (including maintenance) of any specialized equipment or signage necessary to meter and designate the MPA Site Spaces; provided, however, that the number, design, and location of such specialized equipment and signage shall be subject to the approval of Grove Bay. The City acknowledges that the revenue derived by the MPA from the MPA Site Spaces shall not be deemed Gross Revenue to Grove Bay, The means of parking validation within the Property shall be determined by the MPA in the exercise of its reasonable discretion; provided, however, that if the validation process selected by the MPA creates operational issues, beyond a minor inconvenience, for the tenants located within the Property, then the MPA will in good faith consult with Grove Bay to revise operations and implement improvements thereto. (c) For avoidance of doubt, the agreement set forth above regarding the use of the parking spaces managed by the MPA within the Property are in addition to the provisions in the Lease, which the MPA hereby agrees and acknowledges to, providing (i) that, for the first year after Final Completion of the Parking Facilities, the MPA will not charge any parking fee for the first hour and a half (1.5) that a Qualified Parker's vehicle is parked within the Property (subject to appropriate validation), and (ii) that, for the second year after Final Completion of the Parking Facilities, the MPA will not charge any parking fee for the first hour (1) that a Qualified Parker's vehicle is parked within the Property (subject to appropriate validation). Section 4.3 Opening of Parking Facilities. Prior to the issuance of a Certificate of Occupancy for the Parking Facilities, MPA shall make its reasonable effort to make available to Grove Bay such parking spaces as necessary to operate and open the development contemplated for the Marina Property to the public prior to the Final Completion of the Parking Facilities, on the same basis as the Facility Parking Spaces, within the existing parking garages and parking lots owned or controlled by MPA or the City of Miami within close proximity to the Property (the DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 "Existing Parking Facilities"), However, MPA's failure to make such parking spaces available shall not be deemed a default of this Agreement if the MPA has undertaken reasonable efforts to make available to Grove Bay such Existing Parking Facilities and, under such circumstances, the Parties hereby agree to work cooperatively to find solutions that would permit Grove Bay to meet any applicable parking requirements imposed by applicable law or zoning code or if the failure to make such parking spaces available are due to public safety and public liability considerations, The obligations of the MPA set forth in this Section 4.3 are in addition to the obligations of the City related to the same subject matter as contained in the Lease. Section 4.4 Signage. MPA shall institute and enforce a uniform signage regime for the Parking Facilities that will apply to all directional signage (the "Property Directional Signage Regime"), which the MPA may revise from time to time. Grove Bay and its Permittees shall have the right to place all other signage on the Parking Property (including, without limitation, any signage related to the uses established by Grove Bay or its Permittees within Property), which right shall be subject only to the requirements of applicable laws, and regulations including City and County Sign Codes, and the requirements set forth in the Lease. Other than signs consistent with the Property Directional Signage Regime, the MPA shall not install (or permit any other party to install) any other signage within the Parking Property. Section 4.5 Nature of Parking Facilities. The Parking Facilities will serve as Public (Municipal) Parking Facilities and will be open and accessible to the public during all hours of operations. Nothing in this Agreement will be construed or interpreted to change their essential and primary nature as Public (Municipal) Parking Facilities nor will Grove Bay undertake any actions to undermine their character as such. The Parking Facilities, excluding the Parking Facilities Retail Area, will be managed, supervised and controlled by MPA. ARTICLE V MAINTENANCE OF PARKING FACILITIES Section 5.1 Maintenance of Parking Facilities. (a) Following Final Completion of the Parking Facilities, MPA shall keep and maintain or cause to be kept and maintained the Parking Facilities (including the non-structural components of the Parking Facilities Retail Area) in a good and safe state of repair and in a clean and orderly condition, complying with First Class Standards. All maintenance, monitoring and repair conducted by the MPA during regular business hours of those businesses operating within the Parking Facilities Retail Area shall be scheduled, whenever practicable after input from Grove Bay, to minimize disruption of such businesses, except in an emergency (where telephonic notice and input shall be given as soon as possible). The City will reimburse the MPA, in the manner set forth in the Interlocal Agreement, for the cost of maintenance of the non-structural components of the exterior of the Parking Facilities Retail Area. (b) The MPA will be responsible for periodic repainting of all exterior surfaces of the Parking Facilities, maintaining all landscaping within the Parking Property, and maintaining its equipment, fixtures, furnishings, and other personal property in good condition and repair. All maintenance shall be at the MPA's sole cost and expense and will be subject to a continuing quality DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 of maintenance and appearance and physical condition of the Parking Facilities substantially commensurate with maintenance, health, and safety standards maintained by MPA and secondarily by Grove Bay. (c) Following Substantial Completion of the Parking Facilities, MPA shall maintain insurance as set forth in Section 9.1(b) of the Lease Agreement and, for avoidance of doubt, such insurance shall cover the MPA Site Spaces and, to the extent applicable, name Grove Bay as an additional insured in such policies. The Parties acknowledge that the inclusion of this requirement is not intended to waive or limit the provisions set forth in Section 768.28, Florida Statutes. Section 5.2 Covenants of the Parties. The Parties shall comply (as applicable) with the following covenants during the term of this Agreement: (a) Except with respect to the rights granted to Grove Bay and its Pennittees under this Agreement, MPA and City shall not be permitted to use any portion of the Parking Facilities for any use (whether or not such use is of a temporary nature) that may be competitive to any of the uses existing or contemplated by Grove Bay or its Permittees within the Property, provided that nothing herein shall be deemed to prohibit the use of the Parking Facilities as Public Municipal Parking. (b) Grove Bay shall cause the installation of grease traps and, if warranted, additional similar precautions standard in the trade, of sufficient size and design to catch grease, fat and oils disposed into the sinks and floor drains with respect to any use of the Parking Facilities Retail Area warranting the installation of such devices. (c) Each Party shall not use the plumbing facilities for any purposes other than that for which they were constructed, or dispose of any foreign substances therein. (d) All space within the Parking Structure and the equipment contained therein must at all times be adequately ventilated, filtered and maintained and any odors therefrom must be exhausted and dispersed in accordance with First Class Standards. (e) Each Party shall treat the respective areas of the Parking Property within its control as often as necessary to keep it free and clear of all pests, including rodents and insects, (f) MPA shall operate, repair, maintain, monitor and replace any damaged or defective, cooling towers, condenser water loop and other HVAC equipment within the Parking Structure (but only to the extent such equipment was installed by the MPA to service areas within the Parking Facilities other than the Parking Facilities Retail Area) to a First Class Standard, subject to interruption for repair, replacement, emergencies and Force Majeure Events. (g) MPA shall operate, repair, maintain, monitor and replace the Shared Plumbing Facilities within the Parking Structure to a First Class Standard; provided, however, the expense of any breakage, stoppage or damage to the Shared Plumbing Facilities caused, in whole or in part, by Grove Bay or its Penmittees shall be borne by Grove Bay. (h) Grove Bay shall, or shall cause its subtenants (x) to operate, repair, DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 maintain, monitor, and replace any damaged or defective, cooling towers, condenser water loop and other HVAC equipment located within the Parking Structure (but only to the extent such equipment was installed by Grove Bay or its Perm.ittees to service areas within the Parking Facilities Retail Area) and (y) to enter into annual maintenance contracts from a reputable heating, ventilating and air conditioning contractor to maintain and service such equipment. Section 5.3 Intentionally Deleted. Section 5.4 Indemnity. Grove Bay shall indemnify, defend and save MPA, City, and their respective officers and employees, harmless from and against any and all claims, actions, damages, liability and expense in connection with loss of life, personal injury and/or damage to or destruction of property arising from or out of any occurrence in, upon or at the Parking Facilities Retail Area, or the occupancy or use by Grove Bay of the Parking Facilities Retail Area, or any part thereof, or occasioned wholly or in part by any act of omission of Grove Bay, its agents, contractors, employees, servants, customers, invitees, lessees, representatives, licenses, patrons or guests, sub -lessees or concessionaires. In case MPA, City, and their respective officers and employees, shall be made a party to any litigation commenced by or against Grove Bay covered by this indemnity provision, then Grove Bay shall protect and hold MPA harmless and pay all costs and attorney's fees incurred by iv1PA, City, and their respective officers and employees, in connection with such litigation, and any appeals thereof. Grove Bay shall also pay all costs, expenses and reasonable attorneys' fees that may be incurred or paid by MPA in enforcing the covenants and agreements set forth in this Section 5.4 of the Agreement. This Section shall survive the cancellation or expiration of this Agreement, as applicable. ARTICLE VI RESTORATION Section 6.1 Damage or Destruction of the Parkins? Facilities. (a) In the event of damage to or destruction of all or any part of the Parking Facilities during the Term of this Agreement, MPA shall be obligated to repair and restore the Parking Facilities to the condition that existed immediately prior to the casualty in substantial accordance with the Plans and Specifications, using insurance proceeds (and to the extent damages occur in excess of insurance proceeds, MPA shall pay such excess, including any deductibles). (b) Any such reconstruction shall be performed in substantial accordance with the Plans and Specifications for the portion of the Parking Facilities damaged and in a good and workmanlike manner, in accordance with all Governmental Requirements, and in accordance with the terms and conditions of this Agreement and the Lease. Upon completion of any such repair and restoration, any remaining insurance proceeds paid by reason of such damage shall be distributed to MPA. (c) In the event of any repair, renovation, or redevelopment of the Parking Facilities, which interferes with the continuing operation of the Parking Facilities, the MPA and the City will use its Commercially Reasonable Best Efforts to provide Grove Bay with alternative locations (including parking on -site, at City Hall, the parking areas at Regatta Park, or in the DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 adjacent areas) to provide the necessary parking for the continuing operation of the uses contemplated or developed by Grove Bay at the Property in such number and on the terms and conditions applicable to the Facility Parking Spaces. The alternative locations will be subject to the reasonable approval of the City Manager. During such period of time, the City shall agree to equitably adjust the 4.1.3 Rent to reimburse Grove Bay for any reasonable rent abatements required under any subleases entered into by Grove Bay for tenants within the Parking Facilities Retail Area related to such casualty events. ARTICLE VII REPRESENTATIONS, WARRANTIES, AND COVENANTS Section 7,1 Representations and Warranties of MPA and City. The MPA and the City, as applicable, make the following representations, warranties, and covenants, which will survive the execution of this Agreement: (a) That the MPA and City have taken the requisite actions to make this Agreement binding upon the MPA and City, and the MPA and City, to the best of their opinion, information and belief, have a valid and binding agreement granting the MPA the authority to enter into this Agreement and provide to Grove Bay all rights and benefits which are the subject matter of this Agreement (with exclusion of the rights to the Parking Facilities Retail Area, which are granted by the City under the Lease). (b) That there is on the Effective Date and shall be throughout the Term, legal and physical ingress and egress to the Parking Facilities from a paved public street for vehicular traffic and perpetual legal and physical ingress and egress for pedestrian traffic. (c) There are and will be no known or readily discoverable Applicable Laws, private restrictions or other conditions which restrict or prevent the Parking Facilities from being used and operated as contemplated herein and in the Lease. (d) All of the representations and warranties of the MPA and City contained in this Agreement shall continue to be true as of the Effective Date and throughout the Lease Term, and said representations and warranties shall be deemed to be restated and affirmed by the MPA and City as of the Effective Date without the necessity of the MPA's or the City's execution of any document with regard thereto. Section 7,2 Representations and Warranties of Grove Bay. Grove Bay makes the following representations, warranties, and covenants, which will survive the execution of this Agreement: Grove Bay affirms it has taken the requisite actions to make this Agreement binding upon it and the authority to enter into this Agreement and provide to the City and MPA all rights and benefits which are the subject matter of this Agreement. DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 ARTICLE VIII REMEDIES Section 8.1 Self -Help Rights. In the event MPA or Grove Bay fails to perform any of its non -monetary obligations under this Agreement and such failure continues for more than thirty (30) days after delivery of written notice by the non -defaulting party to the defaulting party that such obligations have not been performed, or if such obligations are not susceptible to being performed within thirty (30) days, if such party fails to commence any such performance within the thirty (30)-day period and prosecute the same diligently to completion, then the non -defaulting party shall have the right but not the obligation to perform such obligations on behalf of and for the account of the defaulting party. The non -defaulting party shall complete any repair, restoration or other work it undertakes pursuant to this Section 8.1 in a good and workmanlike manner in accordance with all Governmental Requirements, good industry practice and First Class Standards. The non -defaulting party is hereby granted an easement across the defaulting party's portion of the Property to effect its self-help rights hereunder, provided that exercise of its rights hereunder shall be carried out so as to minimize disruption with the operations on the defaulting party's portion of the Property and shall not unreasonably interfere with, delay or impair the ability of the defaulting party or its successor to complete improvements on its portion Property or cause a breach of the peace . If a party exercises its self-help rights under this Section 8.1 following a breach by the other party, the defaulting party shall reimburse the non -defaulting party for an amount equal to all documented labor and materials direct costs actually incurred, verified and expended and substantiated by the non -defaulting party in connection with such exercise of its self-help rights under this Section 8.1 the authority to enter into this Agreement and provide to Grove Bay all rights and benefits which are the subject matter of this. The self-help rights shall not be used to commit a breach of the peace and may only be exercised in accordance with Florida Landlord/Tenant Law. Section 8.2 Other Remedies. MPA, the City, and Grove Bay shall each have such other remedies available at law or in equity by virtue of the laws of the State of Florida for breach by the other hereunder. Section 8.3 Limitation of Liability. Notwithstanding anything to the contrary contained in this Agreement, each party specifically agrees that the liability of each other party hereunder shall be limited to the right, title and interest of such party in and to its portion of the Property, the improvements and any other land or improvements on its portion of the Property. DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 ARTICLE IX EASEMENTS Section 9.1 General, (a) This Agreement shall allow and provide for easements necessary and required for the purposes expressly set forth in the Lease and for the benefit of the officers, employees, patrons, licensees and guests of the City, the MPA, Grove Bay and its Permittees. The grant of an easement by a grantor shall bind and burden its Property which shall, for the purpose of this Agreement, be deemed to be the servient tenement (but where only a portion of the Property is bound and burdened by the easement, only that portion shall be deemed to be the servient tenement), and shall survive the total or partial destruction of the subject matter of the easement and shall run with the land. (b) The grant of an easement to a grantee shall benefit its Property which shall, for the purpose of this Agreement, be deemed to be the dominant tenement (but where only a portion of the Property is so benefited, only that portion, shall be deemed to be the dominant tenement). (c) Unless expressly provided otherwise, all easements granted herein are non- exclusive and in common with the Party of the servient tenement, and irrevocable for the term herein provided for any such easement, and for the benefit of the Party of the dominant tenement. Any easement provided or reserved under this Agreement which is designated as non-exclusive shall permit the Party of the servient tenement to utilize such easement areas for its own purposes and/or grant other easements or interests therein which are not inconsistent with that of the dominant tenement hereunder or with this Agreement. (d) The grant of an easement shall run to the benefit of the Party that is the grantee of such easement, its successors and assigns; and the grantee of such easement, its successors and assigns as Party of the Property so benefited by such easement shall have the right to allow its Permittees to use such easement subject to the limitations in this Agreement. (e) All easements granted hereunder shall be utilized in compliance with all Permits and other Governmental Requirements and in accordance with First Class Standards, (f) All easements granted hereunder shall exist by virtue of this Agreement, without the necessity of confirmation by any additional document. No easement may be terminated except by written instrument signed by the Party that is a grantee of such easement provided the consent of that party will not be unreasonably refused, delayed, conditioned or denied, Upon the termination of any easement (in whole or in part) or its release (in whole or in part) in respect of all or any part of any Property, the same shall be deemed to have been terminated or released without the necessity of confirmation by any other document. However, upon the request of the Grove Bay or the MPA, as the case may be, and at such requesting Party's expense, such Party will sign and acknowledge a document memorializing the existence (including the location and any conditions), the termination (in whole or in part), or the release (in whole or in part), as the case DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 may be, of any easement, if the form and substance of the document is reasonably acceptable to such Party. Section 9.2 Grant of Easements, The Parties hereby grant, to its respective tenants, customers, invitees, and Iicensees subject to such reasonable limitations as shall be imposed by the owner and holder thereof, and reserves unto itself and its tenants, customers, invitees, and licensees, the non-exclusive right, subject and subordinate at all times to the rights of the City and the general public to the following; (a) other parcels; easements in the common area of each parcel for ingress to and egress from (b) easements in the common area of each parcel for the passage of vehicles; (c) easements in the common area of each parcel for the passage and accommodation of pedestrians; (d) easements for access roads across the common area of each parcel to public and private roadways; (e) easements for the installation, use, operation, maintenance, repair, replacement, relocation and removal of utility facilities in appropriate areas in each such parcel; (0 easements on each such parcel for construction of buildings and improvements in favor of each such other parcel; (g) easements upon each such parcel in favor of each adjoining parcel for the installation, use, maintenance, repair, replacement and removal of common construction improvements such as footings, supports and foundations; (h) easements on each such parcel for building overhangs, other overhangs and projections encroaching upon such parcel from adjoining parcel such as, by way of example, marquees, canopies, lights, lighting devices, awnings, wing walls and the like, if necessary; (i) appropriate reservation of rights to grant easetents to utility companies; (j) appropriate reservation of rights to dedicate road rights -of -way and curb cuts; (k) easements in favor of each such parcel for pedestrian and vehicular traffic over dedicated private access roads; and (1) easements in favor of Grove Bay and its Permittees to use the covered areas (breezeways and walkways) adjacent to the Parking Facilities Retail Area (except such areas as necessary to permit pedestrian movement through the Parking Structure) for outdoor seating, special events, and other ancillary uses related to the business conducted therein. DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 Section 9.3 No Dedication of Easements and Benefit to Permittees. Nothing contained in this Agreement, including the grant of any or all easements herein provided, shall be deemed to constitete a dedication of any Property or any portion or portions thereof to any governmental body or agency or to the general public, or construed to create any rights in or for the benefit of any Persons other than the City of Miami, MPA and Grove Bay, it being the intent that the City of Miami, MPA and the Grove Bay by this Agreement shall he strictly limited to and for the purposes herein expressed. Either such Party may, however, extend the benefits of the easements created by this Agreement to its Permittees subject to the limitations in this Agreement provided such Permittees shall observe and obey applicable rules and comply with this Agreement. No Permittees, other than heirs, successors, and assigns of the applicable Party that is the grantee of an easement, shall acquire any rights in, to or under any easement. Section 9.4 Utility Easements. Nothing contained in this Agreement shall be deemed to prohibit or limit the right of MPA and Grove Bay to (i) grant easements to any governmental unit, public body and/or utility company for the construction, installation, operation, maintenance, monitoring, repair, relocation, modification, extension or alteration of sanitary sewers, storm drainage systems, fire protection installations, gas, water, electric power and lighting and telephone lines, mains and trunks in, under or across its Property, or (ii) transfer or assign to any public body and/or utility company any of the easements on its Property with respect to utilities granted to the other Party hereunder, without the necessity of the payment of any compensation to the grantee of such easement. Section 9.5 Rights Temporarily to Close and to Enter in Emergencies. MPA and Grove Bay each reserves the right to close off its portion of the Property or any improvements on its portion of the Property temporarily for (a) such reasonable periods of time as may be legally necessary to avoid the possibility of dedicating the same for public use or to prevent the acquisition or creation of prescriptive rights by anyone; and (b) such reasonable periods of time as may be reasonably necessary for cleaning, repair, alteration, improvement or maintenance or as required for emergencies provided that this shall not change the character of the Parking Facilities as an area for public parking. Furthermore, MPA and Grove Bay each reserves the right to enter the respective Party's Property, as applicable, in case of emergency in order to prevent or minimize damage or destruction to personal property, the improvements on such Party's portion of the Property or to preserve and protect the health and safety of persons, as such MPA and Grove Bay, as applicable, shall deem necessary or desirable in such emergency situation. In exercising such right, MPA and Grove Bay each will use reasonable efforts under the circumstances not to interfere with the use of such easement area (or the operations of the Building's structural, mechanical, electrical, or plumbing systems (including telecommunication systems, data systems and life - safety systems) by the grantee thereof. Section 9.6 Additional Easements. To the extent the Plans and Specifications provide for additional conduits, lines, wires, equipment, mains, pipes, cables or other facilities on or running through one Property but serving the other and such facilities are actually constructed as part of the Parking Facilities, each of MPA DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 and Grove Bay hereby grants to the other easements to the extent required to install, lay, maintain, monitor, repair, replace and use the same, subject to the terns and conditions of this Agreement. If it becomes clear that additional easements or rights of use or rights of way are necessary or desirable to effectuate the purposes of this Agreement to allow efficient operations to a First Class Standard on the Parking Facilities, regardless of whether such proposed additional easements are provided for in the Plans and Specifications, each Party, as owner of the servient tenement, hereby agrees to grant to each other Party, as owner of the dominant tenement, such additional easements as are necessary and desirable. No Party shall be required to grant any such proposed additional easements to the extent that such easement would materially adversely interfere with the use (or contemplated use) and occupancy of any portion of the Property or materially affect access to or operation of any portion of the improvements existing or contemplated to exist on the Property. At the request of any Party, the other Party shall execute document(s) to confirm such additional easements and shall record such document(s) against the affected Property(s) in the public records of Miami -Dade County, Florida. Any additional easements granted pursuant to this Section 9.6 shall be non-exclusive unless otherwise agreed by the applicable Party(s). Section 9.7 Term of Easements. Unless specifically otherwise provided in this Agreement, the easements granted in this Agreement shall automatically expire on the termination of this Agreement without the necessity of further action, ARTICLE X NOTICES Section 10,1 Notice. Any notice, communication, request, reply or advice or duplicate thereof in this Agreement provided or permitted to be given, made or accepted by either party to any person must be in writing and may be given or be served by e-mail, or by personal delivery, or by using a recognized overnight delivery service and shall be sent or delivered to the e-mail or physical address for each party set forth below, or such other addresses as may be designated by ten (10) days' prior notice, If to the MPA at: Chief Executive Officer Miami Parking Authority 40 NW 3rd Street, Suite 1103 Miami, Florida, 33128 With a copy to: City Attorney Office of City Attorney 444 SW 2nd Avenue, 9th Floor Miami, Florida 33130 If to Grove Bay at: Grove Bay Investment Group, LLC 2640 South Bayshore Drive Miami, Florida 33130 With a copy to; Holland & Knight LLP Attn: Richard A. Perez 701 Brickell Avenue, Suite 3000 Miami, Florida 33131 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 City of Miami Director Dept, of Reai Estate and Asset Management 444 SW 2nd Avenue, Suite 325 Miami, Florida 33130 If to the City at: City Manager 444 SW 2°d Avenue, 106 Floor Miami, Fl. 33130 Notices shall be deemed to be effective (A) if by e-mail at the time and on the date when sent (provided that the sender of such communication shall also deliver a duplicate copy thereof by sending within one (1) Business Day via mail, overnight delivery or courier, to the appropriate parties), or (B) if personally delivered, as shown on a receipt therefor (which shall include delivery by an internationally recognized delivery service) on the date of delivery or on the date delivery was refused by the addressee. ARTICLE XI ASSIGNMENT, SUBLEASES, AND TRANSFER Section 11.1 Assignments. Subleases, and Transfers, (a) Grove Bay shall not require the approval of either the MPA or the City in order to sublease any portion of the Parking Facilities Retail Area to a Permittee if such use constitutes a Permitted Use under the terms of the Lease Agreement. Any transfer or conveyance of the interests of Grove Bay in this Agreement (other than a sublease as permitted in the preceding sentence) shall require approval of the City Manager and the Executive Director, which approval may not be unreasonable withheld, delayed or conditioned; provided, however, that any transfer or conveyance of this Agreement in conjunction with an Assignment of the Lease approved in accordance with the procedures set forth therein shall be deemed an approval of the transfer or conveyance of this Agreement. A transfer or conveyance by Grove Bay of its interest pursuant to any approved transfer or conveyance shall be deemed to release Grove Bay from all further liability arising under this Agreement in respect of any period after the date of such transfer or conveyance, (b) If any portion of the Property is, directly or indirectly, sold or otherwise transferred, such transferees shall be subject to this Agreement and the transferees shall be bound by its transferor's obligations and enjoy its transferor's benefits hereunder as fully as if such transferees were originally parties hereto, and such obligations and benefits shall run with and be binding upon the Property and be binding upon all subsequent owners thereof, including any easements, claims or liens arising under this Agreement against a prior Party of a Property which shall continue as to any transferee of such Property. For avoidance of doubt, if the MPA dissolves, or for any other reason the rights and obligations of the MPA are transferred to the City or any other instrumentality DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 of the City, then the references in this Agreement to MPA shall be deemed, for all purposes, to be references to the City or any successor entity to the MPA. Section 11.2 Priority of Agreement. The parities all expressly understand, acknowledge and agree that municipal real property of the City or of MPA cannot be mortgaged, lien or pledge and that any such lien, encumbrance , is disallowed under Florida law and expressly disallowed by the City and MPA. This Agreement and the rights, interests, liens and easements created hereunder shall be prior and superior to any Mortgage or other lien upon or against any interest in Party's Property other than such liens as by law have priority over the lien and operation of this Agreement. ARTICLE XII MISCELLANEOUS Section 12.1 Entire Agreement, This Agreement, the Exhibits attached hereto and forming a part hereof as if fully set forth herein, and the Lease constitute all of the covenants, promises, agreements, conditions and understandings between the parties concerning the Parking Facilities and there are no covenants, promises, conditions or understandings, either oral or written, between them other than as are herein and therein set forth. No party nor its respective agents have made nor shall be bound to any representations with respect to the Parking Facilities except as herein expressly set forth, and all representations, either oral or written, shall be deemed to be merged into this Agreement. No course of prior or future dealings between the parties or their officers, employees, agents or affiliates shall be relevant or admissible to supplement, explain or vary any of the terms of this Agreement. Acceptance of, or acquiescence in, a course of performance rendered under this or any prior agreement between the parties or their affiliates shall not be relevant or admissible to determine the meaning of any of the terms of this Agreement. This Agreement has been negotiated "at arm's length" by and between the parties, each having the opportunity to be represented by legal counsel of its choice and to negotiate the form and substance of this Agreement, and therefore in construing the provisions of this Agreement no party will be deemed disproportionately responsible for draftsmanship. Section 12.2 Written Amendments. Except as herein otherwise provided, the Parties may only amend, alter, change, or modify this Agreement by execution of written instnunent signed by all of the Parties. Section 12.3 Independent Parties. It is understood and agreed by the parties hereto that this Agreement does not create a fiduciary or other relationship between the parties, other than contracting parties. The parties are and shall be independent contracting parties and nothing in this Agreement is intended to make any party a general or special agent, joint venturer, partner or employee of any other for any purpose. Section 12.4 Captions and Section Numbers. The captions, section numbers, and article numbers appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or intent of such sections or articles of this Agreement nor in any way affect this Agreement. DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 Section 12.5 Partial Invalidity. If any term, covenant or condition of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. Section 12.6 Waiver. Failure on the part of any party to complain of any action or non -action on the part of the other, no matter how Iong the same may continue, shall never be deemed to be a waiver by such party of any of its rights hereunder. Further, it is covenanted and agreed that no waiver at any time of any of the provisions hereof by any party shall be construed as a waiver of any of the other provisions hereof, and that a waiver at any time of any of the provisions hereof shall not be construed as a waiver at any subsequent time of the sane provisions. The consent or approval to or of any action by any party requiring such consent or approval shall not be deemed to waive or render unnecessary such consent or approval to or of any subsequent similar act by such party. Section 12.7 Time is of the Essence. Time is of the essence with respect to the performance of every provision of this Agreement in which time of performance is a factor. Section 12.8 Governing Law. It is the intent of the parties hereto that all questions with respect to the construction of the Agreement and the rights and the liabilities of the parties hereto shall be determined in accordance with the laws of Florida and that all disputes arising hereunder shall be heard and decided in Miarni-Dade County, Florida. The parties shall bear their own attorney's fees. Section 12,9 Arbitration. The parties hereby agree that, subject to the consent of the City Manager, Executive Director, and Grove Bay, which consent may be withheld by any party for any reason, any dispute, disagreement or controversy arising under this Agreement, or with respect to the interpretation or enforcement of this Agreement may be settled by arbitration pursuant to the procedures set forth in Section 16.6 of the Lease. For avoidance doubt, the reference to "each party" or any reference to "Lessor and/or Lessee" in Section 16,6 of the Lease shall be deemed a reference to the MPA, City and Grove Bay. Section 12.10 Waiver of Jury Trial. The parties hereby waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on, or in respect of, any matter whatsoever arising out of or in any way connected with this Agreement, the relationship of the parties hereunder, Grove Bay's use or occupancy of the Parking Facilities and/or any claim of inj ury or damage. In an effort to expedite the conclusion of any litigation the parties agree not to file permissive counterclaims in any actions arising under this Agreement. Section 12.11 Qtliet Enjoyment. Upon the observance by the Grove Bay hereunder of all the terms, provisions, covenants and conditions imposed upon the Grove Bay, the MPA covenants to the Grove Bay that the Grove Bay shall peaceably and quietly hold, occupy and enjoy the Parking Facilities Retail Area for the Lease Terrn without any interruption, disturbance or hindrance by MPA, or their respective successors and assigns, or by persons claiming by, through DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 or under the MPA for the Parking Facilities Retail Area, or by persons with title superior to the MPA, or their respective successors and assigns Section 12.12 Recording of a Memorandum of this Agreement. A Memorandum of This Agreement briefly summarizing its terms shall be recorded in the public records of Miami - Dade County, Florida. Section 12.13 Number; Gender, Whenever required by the context, the singular shall include the plural, the neuter gender shall include the male gender and female gender, and vice versa. Section I2.14 Counterparts. This Agreement may be executed in separate counterpart copies, all of which counterparts shall have the same force and effect as if all parties hereto had executed a single copy of this Agreement. Section 12.15 Schedules and Exhibits. All Exhibits referenced in this Agreement are incorporated by this reference as if fully set forth in this Agreement. Section 12.16 Including. The word "including" and variations thereof, shall mean "including without limitation." Section 12.17 No Construction Against Drafter, This Agreement has been negotiated and prepared by the parties and their respective attorneys and should any provision of this Agreement require judicial interpretation, the court interpreting or construing such provision shall not apply the rule of construction that a document is to be construed more strictly against one party, Section 12,18 Rights Not for Benefit of Third Parties. In no event and under no circumstances whatsoever shall the rights herein granted or to be granted in the future pursuant to this Agreement, to or for the benefit of any party be deemed to be for the benefit of the public. No individual or entity that is not a signatory to this Agreement (other than successors and permitted assigns of the signatories of this Agreement) shall have any rights or privileges under or arising out of this Agreement, nor shall any person or entity that is not a signatory to this Agreement otherwise be deemed a third party beneficiary of this Agreement. Section 12.19 Agents and Representatives. No Person other than the parties to this Agreement, and the permitted assignees of such parties, shall have any liability or obligation under this Agreement. Section 12.20 Further Assurances. Each of the parties to this Agreement shall execute such further assurances as any other party may reasonably require to confirm and perfect the transaction described in this Agreement. Section 12.21 Rights and Remedies Cumulative. The rights and remedies of the parties under this Agreement, whether provided by law, in equity, or by this Agreement, shall be cumulative, and the exercise by any party of any one or more of such remedies shall not preclude the exercise of any other remedies for the same such default or breach. DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 Section 12.22 Estoppels, The parties hereto shall, from time to time, within fifteen (15) Business Days of request in writing of any other party, without additional consideration, execute and deliver an estoppel certificate consisting of statements, if true (and if not true, setting forth the true state of facts as the party delivering the estoppel certificate views them), that (i) this Agreement is in full force and effect; (ii) this Agreement has not been modified or amended (or if it has, a list of the amendments); (iii) the party requesting the estoppel certificate is not then in default; (iv) the parties have fully performed all of their respective obligations thereunder; and (v) such other statements as reasonably may be required by any party or any other appropriate party such as their respective partners, investors and lenders. Failure to respond to an estoppel request within fifteen (15) Business Days following the date of request shall constitute certification as true and correct, in all material respects the statements contained therein. Section 12,23 Covenants Run With the Land. It is intended that the covenants, grants, easements, agreements, promises and duties of each party as set forth in this Agreement, shall be construed as covenants and not as conditions, and that, to the fullest extent legally possible, all such covenants shall run with and be enforceable against both the covenantor and the affected Property or constitute equitable servitudes between the Property of the respective covenantor, as the servient tenement, and the Property of the respective covenantee, as the dominant tenement. Unless the content indicates otherwise, every covenant, easement, agreement and promise of each party as set forth in this Agreement shall be deemed a covenant, easement, agreement and promise made for the joint and several benefit of the other parties and every duty of each party as set forth in this Agreement shall be deemed to run to and for the. joint and several benefit of the other parties Section 12.24 Licenses and Permits. Accept as provided for herein, Grove Bay shall, at its sole cost and expense, apply for, secure and obtain any and all licenses, approvals, consents, and permits necessary in connection with any tenant's use and occupancy of the Parking Facilities Retail Area, Section 12.25 Compliance with Laws. Grove Bay accepts this Agreement and hereby acknowledges that its compliance with all applicable laws, ordinances and codes of federal, state and local governments, as they may apply to this Agreement. [signature page follows] DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 INWITNESSWHEREOF, the parties have executed this Grove Bay Parking Facilities Agreement, or have caused the same to be executed, as of the date and year first above written. ATTEST: ATTEST: 1 1C l BY: r) -.`-�{ { •J' GROVE BAY: GROVE BAY INVESTMENT GROUP LLC, a limited liability company of the State of Florida By: i;:� Nan‘.- :( i i Title: MIAMI PARKING AUTHORITY, an agency and instrumentality of the City of Miami, Florida ( BY: Arthur Noriega Chief Executive Officer ATTEST: CITY OF MIAMI, a municipal corporation of the State , f Florida BY: Todd B. Hannon City Clerk (Affix City Seal) —_ Daniel J. Alfo City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: F3Y' BV': Victoria Mendez 1 Anne -Mare Sharpe City Attorney ,' Risk Management Director r' Pi i' �; 1' ' 1l DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 Exhibit "A" Marina Property DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 LEGAL DESCRIPTION (PARCEL 1) (M.ARiNA/BOATYARD UPLANDS) A portion of Tract A of Dinner Key, according to the plat thereof as recorded in plat book 3 4, at page 2, of the Public Records of Miami Dade County, Florida and a portion of Section 22. Township 54 South, Range 41 East, Miaini-Dade Courtly, Florida, more particularly described as follows: Commence at the Southwest corner, of the Northwest Zia, of said Section 22; '[hence Senith 02°24'44" East, along the Southerly extension ol'the West fine of the NW 1.4 ot'said Section 22, for 436.51 feet; Thence North 86'27'43' Fast for 75.86 feet to a point labeled H1.-78-C sold point being a point of intersection with the U.S. Pier -Head Bulkhead line of 1939 as recorded in Plat Book 74, at Page 3, of the Public Records of Miami -Dade County, Florida, said line also being the Northwesterly line of T r F.F. Deed No. 19448 to City of Miami, recorded in faced Book 3130, at Page 260, of the Publie Records of Miami -Dade C'utinly, Florida;; Thence ;!long said U.S. Pier -Head Bulkhead line, for the tbllnwing described four (4) courses; I) Thence South 77°01'17" East, for 669.48 feet to a point labeled F[L-78-I3; 2) Thence North 74°08' 10" Fast for 526,25 feet to a point labeled HL-78-A; 3) Thence North 43°08'20" East for 250 00 feet; 4) Thence North 12°08' 10" Ens! fix 88.25 feet; Thence North 45°44'46" West, departing the previously described lure, for 3.75 feet to a point on the outside face of an existing Seawall; Thence along the outside Lace of said seawall for the following described twelve (12 ) courses; 1) Thence continue North 45'44'46" West for 12.58 feet; 2) Thence North 46°50'16" West for 262.72 feel to the Point of Beginning o:'the hereinafter described parcel, 3) Thence North 47°06'49" West for 73.59 feet; 4) Thence North 02°02'56" East for 0.70 feet; 5) Thence North 47°07'52" West for 59 52 feet; 6) Thence North 43°12'49" East fi>r 100.72 feet; 7) Thence South 46'47'08" East for 61.00 feet; 8) Thence Noith 88°45'00' East for 0.64 feet, 9) Thence South 47'14'37" East fix 4! 99 fect; 10) !hence North 61°42'01" East for 21.07 feet; I I) Thence South 30°14'35" East !Or 2.75 feet; 12) Thence North 62°06'03" East for 5.43 feet to a point of intersection with the Southerly extension of an existing chain link fence; Thence along said chain link fence and its southerly extension for the following described three (3) courses; 1) Thence North 49''34'23" West for 26.67 feet, 2) '!'hence South 49'46'1 I" West for 14.07 feet; 3) Thence North 46'34'27" West for 48.90 feet to n point of Intersection with the Southeasterly extension of the edge of an existing eoncrete. slab: Thence along the previously described edge of concrete and its Southwesterly and Northerly extensions for the following desetied five (5) courses; 1) Thence North 41°51'16" East for 19.89 feel, 2) thence North 45°40':7" West for 20.02 feet; 3) 'Thence North 4l°51'I6" East tix 10.30 feet; 4) Thence North 48°08'44" West for 26.07 feet, 5)Thence North 43° 17' 10" East tirr 63 60 feet to a point of intersection with the Boundary line of the tract of land described under Exhibit A in that certain Lease Agreement recorded in Official Records Book 9916, at Page 1 1 10, of the Public Records of Miami Dade County, Florida_ Thence along the previously described Boundary lme, and its Northerly extension, for the following described two (2) courses; I ) Thence North 76°17'14" West for 63.38 feet; 2) Thence North 12°55'28" East for 138 99 feet to a point of intersection with the tack of an existing concrete sidewalk; Thence along. the hack of said concrete sidewalk, for the R lluwing described twenty one (21) courses; I) Thence North 47°44'58" West fix 12'2 feel to ri point o1' curvature aril circular curve conenve to the Northeast, 2) Thence Northwesterly, along the arc of said curve to the right, having a radius of 98 00 feet and a central angle of 16'31'40" lot a distance or 28 27 feet to the point of tangency; 3) Thence North 31 °13' I8'' West fur 14.48 fool to it point nt curvature of a circular curve concave to the Southwest; 4) Thence Northwesterly, along the are of said cuivc tee the left, having a radius of 100.00 feet and a central angle of 1 I°38'35" for a distance of 20.32 feet tt' a paint of tangency; 5) Thence North 42°51'53" West for 5.10 feet to a point of curvature of a circular curn•e concave to the Southwest; 6) Thence Northwesterly, along the are of said curve to the left, having a radius of 33 00 feet and a central angle of 33°27'08" for a distance of 19.27 tee( to the point of tangency: 7-) Thence North 76'19'01" West for 64.42 feet; 8) Thence South 13°57'56" West for 1.47 feet. 9) Thence North 75°50'29" West fbr 25_93 feet; 10) Thence Nurlh 45°02'51" West for 18.31 feet to a point of curvature of a circular carve concave to the Southwest; I i) thence Northwesterly, along the are of said curve to the fell, having a radius of 64.79 feet and a central angle of 1 1°21'21" for a distance of 12.84 feet to the point of tangency. 12) Thence North 56`24'l 2" West for 5 41 feet to a point of curvature o1• a cireulai curve concave to the Northeast; 1 i) [hence Northwesterly, along the are of said curve to the right, having a radius of 23 50 feet DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 and a central angle of 30°58'59" for a distance of 12.71 feet to the point of tangency: 14) Thence North 25'25' 1 3" West for 6 96 feet to a point of curvature of a circular curve concave to the South. 15) Thence Northwesterly, along the arc of said curve to the left, having a radius of 3 00 feet and a central angle of 51°39' 10" for a distance of 2.7U feet to the point of tangency; 16) Thence North 77°04'23" West for 125.67 feet to a point or curvature of a circular curve concave to the South; 17) Thence Northwesterly, Westerly and Southwesterly along the are of slid curve to the lett having a radius of 10.15 feet and a central angle of 14°2649" fora distance of 2.56 feet to the paint of tangency; t8) Thence South KK°28'48" West lur 17.55 feet; 19) Thence North 76°52' 13" West for 28.42 feet; 20) Thence South 76°07'58" West for 40.18 feet to a point of curvature of circular curve concave to the Northwest; 21) Thence Southwesterly, along the are of said curve to the right, having a radius of 43.33 feet and a central angle of 09'48'56" tut a distance of 7.42 feet to a point of intersections wish a line parallel with and 95.00 feet Northwesterly of, as measured at right angles, the Northwesterly outside face of an existing building; Thence South 13° 01'32" West, along the previously described Jine, frir 135.7,1 feet; Thence South 12 46'52" West, departing the previously described line, fur 37.38 feet to a point of intersection with a line parallel with and 95.00 feet Northwesterly of, as measured at right angles, the Northwesterly outside face of an existing building, 'Thence South 13 07'29" West, along the previously described line and its southerly extension, for 148,75 feet; Thence South 07'43'57" West for 9,81 feet; Thence South 49°47'35" West for 4.49 feet;' Thence South 43°111'12" halt for 77.71 feet: Thence South 43°33'00" East for 54.15 feet; Thence South 43°26'13" East for 4 55 feet; Thence South 48°06'57" East for 20.77 feet to a point or curvature of a circular curve concave to the northeast: -I hence Suutheasterly, along the are of said curve to the lets, having a radius of 374.00 feet and a central angle of 09°28' I6'' for a distance of 61.82 feet to the point of tangency: Thence South 57°35' 13" trust for 23.28 feet: Thence Sot; h 80°19'31" East for 172,00 feet: Thence South 79'19'15" Cast for 13.23 feet to u point of interse:etion with the hack of an existing concrete sidewalk running along the north side of I'an American Drive; Thence along the back of' said existing sidewalk and its northeasterly extension, for the following described five (5) courses; t) 'thence South 74°54'37" East for 28.80 feet: 2) Thence South 77°42'57" Cast for 5.71 feet to a point ofcurvature of circular cure concave to the Southwest:3) Thence Southeasterly, along the are of said curve to the right, having a radius of222.00 feet and it central angle of 21°55'13" for a distance or 84.93 feet to a point on said curve; 4) Thence North 8 7°54'54" East for 5,28 feet; 5) 'Thence North 42°23' 1 1" East tbr 1 1.27 feet to the Point of Beginning. Containing 195,848 ul, tt. or 4 50 acres more or less. DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 EXHIBIT "D" HOLD HARMLESS AGREEMENT 8 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 HOLD HARMLESS AND INDEMNIFICATION AGREEMENT THIS HOLD HARMLESS AND INDEMNIFICATION AGREEMENT (hereinafter the "Agreement"), made and entered into this day of September, 2022, by GROVE BAY INVESTMENT GROUP, LLC, a Florida limited liability company (hereinafter called the "Grove Bay") in favor of THE CITY OF MIAMI, FLORIDA, a Municipal Corporation of the State of Florida (hereinafter called the "City"). WHEREAS, the City, as Lessor, and Grove Bay, as Lessee, entered into that certain Lease Agreement, dated October 24, 2013 for the development and use of certain City -owned waterfront property and more particularly described in Exhibit "A" attached hereto and incorporated herein by specific reference (the "Property"), as amended and supplemented by that certain Grove Bay Parking Facilities Agreement dated February 8, 2016, by and among City, Grove Bay and the Department of Off -Street Parking of the City of Miami, d/b/a Miami Parking Authority, as further amended by the First Amendment to Grove Bay Parking Facilities Agreement (as amended, the "Lease"); and WHEREAS, Section 6.6 of the Lease requires that Grove Bay obtain the approval of the City Manager, acting on behalf of the City in its proprietary capacity, for any development plans for the Property; and WHEREAS, Grove Bay requested the approval of the plans attached hereto as Exhibit B (the "Temporary Plans") for the construction of a provisional phase containing the temporary structures depicted therein on the portion of the Property legally described on attached Exhibit C (the "Subject Property"); and WHEREAS, this provisional phase of the development within the Subject Property is intended to be developed as a food and beverage establishment (the "Temporary Use"); and WHEREAS, as a condition to the approval of the Temporary Plans, the City Manager has requested that Grove Bay memorialize its expressed intent to remove the temporary structures depicted on the Plans within the time period set forth in this Agreement; and NOW, THEREFORE, in consideration of the approval by City of the Temporary Plans, and in further consideration of these premises, Grove Bay does hereby agree with City as follows: 1. The foregoing recitals are true and correct and made a part hereof and Grove Bay hereby acknowledges that the execution of this Agreement by Grove Bay is a necessary and reasonable condition to the City Manager approving the plans as set forth in Section 6.6 of the Lease. 2. Grove Bay will maintain on the Subject Property the temporary structures depicted on the Plans for a period not to exceed seven (7) years after the date on which the certificate of occupancy (or, if granted earlier, the temporary certificate of occupancy) is granted by the City for the Use (the "Removal Deadline"), unless such Removal Deadline is extended by the DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 City Commission and, upon such extension, the Removal Date provided for herein shall be deemed amended without any further action by the parties hereto. 3. Within thirty (30) days after the occurrence of the Removal Deadline, Grove Bay will permanently remove from the Subject Property the temporary structures set forth on the Plans (provided, however, that such obligation shall not include the removal of the electrical, water, and sewer infrastructure associated with such temporary structures). 4. Grove Bay acknowledges that it is proceeding at its own risk and acknowledges that, after the Removal Deadline, Grove Bay will not make a vested/property rights claim or bring any cause of action arising or accruing by virtue of the construction of the temporary structures and the use thereof on the Subject Property. As a result, Grove Bay hereby acknowledges that, after the occurrence of the Removal Deadline, the City shall have the right to terminate the certificate of occupancy granted by the City related to such temporary structures and Grove Bay shall not assert the defense of vested/property rights related to such termination. 5. Grove Bay acknowledges that nothing in this Agreement shall prejudice the City's regulatory authority, including, without limitation, the right to impose conditions on approval of the warrant application seeking the approval of the Use or any other conditions which are required by state, county, and/or City ordinances and zoning regulations or are otherwise necessary to ensure the public health, safety, and welfare of the citizens of the City; nor shall the City be stopped from enforcing the terms of this Agreement by reason of its issuance of building permits. 6. Grove Bay agrees that the issuance of building permits is not a grant of any vested right whatsoever to the Owner to use to complete construction of the project. 7. Grove Bay acknowledges that any building permits issued by the City for construction of the improvements will be issued in accordance with all applicable laws and the terms and conditions set forth in this Agreement. 8. Grove Bay acknowledges that the City reserves the right to evaluate all applications for building permits for compliance with all existing laws, ordinances, and regulations controlling the issuance of building permits for construction within the City. 9. It is expressly understood and agreed that this instrument shall be binding upon Grove Bay, and also upon the heirs, successors in interest, and assigns of Grove Bay. 10. Grove Bay shall indemnify, defend, hold harmless, and forever release and discharge the City and all of its officials, employees, agents and personnel from any and all liability arising out of any third party claims, related to, or in connection with, this Agreement, including without limitation the costs of any suits, damages, attorney's fees, or judgments awarded against the City in any litigation, and all other costs, fees, and expenses incurred by or imposed upon the City in connection therewith, including trial and appeals therefrom. DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 11. In no event shall the rights herein granted serve to or for the benefit of any third party. No individual or entity that is not a signatory to this Agreement (other than successors and permitted assigns of the signatories of this Agreement or the Lease) shall have any rights or privileges under or arising out of this Agreement, nor shall any person or entity that is not a signatory to this Agreement otherwise be deemed a third -party beneficiary of this Agreement. 12. Any notice, request, demand, approval or consent given or required to be given under this Agreement shall be in writing and shall be deemed as having been given when mailed by United States registered or certified mail (return receipt requested), postage prepaid, to the other parties at the address stated below or at the last change of address given by the party to be notified as herein specified. As to Grove Bay: As to City: Grove Bay Investment Group, LLC 2950 SW 27th Avenue Suite 100 Miami, Florida 33133 Attn: Eduardo Garcia, Manager City Manager City of Miami 444 SW 2nd Avenue, 10th Floor Miami, FL 33130 [signature pages follow] DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 IN WITNESS WHEREOF, the OWNERS have caused these presents to be executed on and signed in its name by its proper officer and its corporate seal to be affixed hereto and attested to by its Secretary, the day and year first above set forth. Signed, Sealed and Delivered in the Pre ( SIGNATURST WITNESS) PRIM. NAME (FIRST WITNESS) 5co) AU "7 V is c/a S PRINT l`r RESS SI w%y (SECOND WITNESS) lam; /35/ V3 l t1)(ag; PRINT NAME (SECON'D WITNESS) 590/ SW 7y '64-1roe/ Marti, ft 330 3 PRINT ADDRESS GROVE BAY INVESTMENT GROUP, LLC By: ., Eduardo arcia Authozed Member STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) I hereby certify: That on this day personally appear d before me, an officer duly authorized to administer oaths and take acknowledgments, cd t c d o �—Z ar- c c , and who is personally known to me or who has produced as identification anecuted the foregoing instrument and acknowledged the execution thereof to be his free act and deed as such officer for the purposes therein expressed and who did (did not) take an oath. Witness: My hand and C day of , A.D., 2 D 2.2. Signature of Pedgement: Pri of Acknowle Notary Public, State of Serial Number, (if any) My Commission Expires: CI or\ .}\•• 11.0 �I�I2o2S 4 LESLIE FERNANDEZ Notary Public • State of Florida Commission ; HH 120448 ,pF f. My Comm. Expires Jul 9, 2025 Bonded through National Notary Assn. DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 COMPOSITE EXHIBIT "CI" PROPERTY LEGAL DESCRIPTION (PARCEL 1) (MARINA/BOATYARD UPLANDS) A portion of Tract A of Dinner Key, according to the plat thereof as recorded in plat book 34, at page 2, of the Public Records of Miami Dade County, Florida and a portion of Section 22, Township 54 South, Range 41 East, Miami -Dade County, Florida, more particularly described as follows: Commence at the Southwest corner, of the Northwest 'A, of said Section 22; Thence South 02°24'44" Last., along the Southerly extension of the West line of the NW 114 of said Section 22, for 436.51 feet; Thence North 86°27'43" East for 75.86 feet to a point labeled HL-78-C said point being a point of intersection with the U.S. Pier -Head Bulkhead line of 1939 as recorded in Plat Book 74, at Page 3, of the Public Records of Miami -Dade County, Florida, said line also being the Northwesterly line of T.1.i.F. Deed No. 19448 to City of Miami, recorded in Deed Book 3130, at Page 260, of' the Public Records of Miami -Dade County, Florida; Thence along said U.S. Pier -Head Bulkhead line, for the following described tour (4) courses; 1) 'Thence South 77°01' I7" East, for 669.48 feet to a point labeled HL-78-B: 2) Thence North 74°08' I0" Gast for 526.25 feet to a point labeled HL-78-A; 3) Thence North 43°08'20" East for 250 00 feet; 4) Thence North 12°08' 10" East for 88.25 feet; Thence North 45°44'46" West, departing the previously described line, for 3.75 feet to a point on the outside face of an existing Seawall; Thence along the outside face of said seawall for the following described twelve (12 ) courses; 1) Thence continue North 45°44'46" West for 12.58 feet; 2) Thence North 46°50'16" West for 262.72 feet to the point of Beginning of' the hereinafter described parcel; 3) Thence North 47°06'49" West for 73.59 feet; 4) Thence North 02°02'56" East for 0.70 feet; 5) Thence North 47°07'52" West for 59.52 feet; 6) Thence North 43°12'49" East for 100.72 feet; 7) Thence South 46'47'08" East for 61.00 feet; 8) Thence North 88°45'00" East for 0.64 feet; 9) Thence South 47° 14'37" East for 41.99 feet; 10) Thence North 61 °42'01" East for 2I.07 feet; 11) Thence South 30°14'35" East for 2.75 feet; 12) Thence North 62°06'03" East for 5 43 feet to a point of intersection with the Southerly extension of an existing chain link fence; Thence along said chain link fence and its southerly extension for the fbllowing described three (3) courses; I) Thence North 49°34'23" West for 26.67 feet; 2) Thence South 49°46' l 1" West for 14.07 feet; 3) Thence North 46°34'27" West for 48.90 feet to a point of intersection with the Southeasterly extension of the edge of an existing concrete slab; Thence along the previously described edge of concrete and its Southwesterly and Northerly extensions for the following descried five (5) courses; 1) Thence North 41°51'1G" East for 19.89 feet; 2) Thence North 45°40'17" West for 20.02 feet; 3) Thence North 4I °51'! 6" East for 10.30 feet; 4) Thence North 48°08'44" West for 26.07 feet; 5)Thence North 43°17'10" East for 63.60 feet to a point of intersection with the Boundary line of the tract of' land described under Exhibit A in that certain Lease Agreement recorded in Official Records Book 9916, at Page 1 1 10, of the Public Records of Miami Dade County, Florida; Thence along the previously described Boundary line, and its Northerly extension, for the following described two (2) courses; 1) Thence North 76°17'34" West for 63.38 feet; 2) Thence North 12°55'28" East for 138.99 feet to a point of intersection with the 1 ack of an existing concrete sidewalk; Thence along the hack of said concrete sidewalk, for the following described twenty one (21) courses; 1) Thence North 47°44'58" West for 12.22 feet to a point of curvature of a circular curve concave to the Northeast: 2) Thence Northwesterly, along the arc of said curve to the right, having a radius of 98.00 feet and a central angle of 16°31'40" for a distance of 28.27 feet to the point of tangency; 3) Thence North 31°13'18" West for 14.48 feel to a point of curvature of a circular curve concave to the Southwest; 4) Thence Northwesterly, along the arc of said curve to the left, having a radius of 100.00 feet and a central angle of 11°38'35" for a distance of 20.32 feet to a point of tangency; 5) Thence North 42°51'53" West for 5.10 feet to a point of curvature of a circular curve concave to the Southwest; 6) Thence Northwesterly, along the arc of said curve to the left, having a radius of 33.00 feet and a central angle of 33°27'08" for a distance of 19.27 feet to the point of tangency; 7) Thence North 76°19'01" West for 64.42 feet; 8) Thence South 13°57'56" West for 1.47 feet; 9) Thence North 75°50'29" West for 25.93 feet; 10) Thence North 45°02'51" West for 18.31 feet to a point of curvature of a circular curve concave to the Southwest; 11) Thence Northwesterly, along the are of said curve to the left, having a radius of 64.79 feet and a central angle of 1 1°21'21" for a distance of 12 84 feet to the point of tangency; 12) Thence North 56°24'12" West for 5.41 feet to a point of curvature of a circular curve concave to the Northeast; 13) Thence Northwesterly, along the arc of said curve to the right, having a radius of 23.50 feet 49 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 and a central angle of 30°58'59" for a distance of 12.71 feet to the point of tangency: 14) Thence North 25°25'13" West for 6.96 feet to a point of curvature of a circular curve concave to the South: 15) thence Northwesterly, along the arc of said curve to the left, having a radius of 3.00 feet and a central angle of 51'39'10" for a distance of 2.70 feet to the point of tangency; 16) Thence North 77°04'23" West for 125 67 feet to a point of curvature of a circular curve concave to the South; 17) Thence Northwesterly, Westerly and Southwesterly along the arc of said curve to the left, having a radius of 10.15 feet and a central angle of 14°26'49" for a distance of 2.56 feet to the point of tangency; 18) Thence South 88°28'48" West for 17.55 feet; 19) Thence North 76°52' 13" West for 28.42 feet; 20) Thence South 76°07'58" West for 40.18 feet to a point of curvature of a circular curve concave to the Northwest; 21) Thence Southwesterly, along the arc of said curve to the right, having a radius of 43.33 feet and a central angle of 09°48'56" for a distance of 7.42 feet to a point of intersection with a line parallel with and 95.00 feet Northwesterly of, as measured at right angles, the Northwesterly outside face of an existing building; Thence South 13° 01'32" West, along the previously described line, for 135.78 feet; Thence South 12 46'52" West, departing the previously described line, for 37.38 feet to a point of intersection with a line parallel with and 95.00 feet Northwesterly of, as treasured at right angles, the Northwesterly outside face of an existing building; Thence South 13 07'29" West, along the previously described line and its southerly extension, for 148.75 feet; Thence South 07°43'57" West for 9.81 feet; Thence South 49°47'35" West for 4.49 feet; Thence South 43°01'12" Fast for 77.73 feet: Thence South 43°33'00" East for 54.15 feet; Thence South 43°26' 13" East for 4 55 feet; Thence South 48°06'57" East for 20.77 feet to a point of curvature of a circular curve concave to the northeast; Thence Southeasterly, along the arc of said curve to the left, having a radius of 374.00 feet and a central angle of 09°28'16" for a distance of 61.82 feet to the point of tangency; Thence South 57°35'13" East for 23.28 feet: Thence Sou h 80°19'31" East for 172.00 feet; Thence South 79°19'15" East for 13.23 feet to a point of intersection with the hack of an existing concrete sidewalk running along the north side of Pan American Drive; Thence along the back of said existing sidewalk and its northeasterly extension, for the following described five (5) courses; 1) Thence South 74°54'37" East for 28.80 feet: 2) Thence South 77°42'57" East for 5.71 feet to a point of curvature ofa circular curve concave to the Southwest; 3) Thence Southeasterly, along the are of said curve to the right, having a radius of 222.00 feet and a central angle of 21°55'13" for a distance of 84.93 feet to a point on said curve; 4) Thence North 87°54'54" East for 5.28 feet; 5) Thence North 42°23' 11 " East for 11.27 feet to the Point of Beginning. Containing 195,848 sq. ft. or 4.50 acres more or less. DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 LEGAL DESCRIPTION (PARCEL 2) (FORMAL RESTAURANT & RESTAURANT PARKING) A portion of Tract A of Dinner Key, according to the plat thereof as recorded in plat book 34, at page 2. of the Public Records of Miami Dade County, Florida and a portion of Section 22, Township 54 South, Range 41 East, Miami -Dade County, Florida, more particularly described as follows: Commence at the Southwest corner, of the Northwest'/., of said Section 22; Thence South 02°24'44" East, along the Southerly extension of the West line of the NW '/, of said Section 22, for 436.51 feet; Thence North 86°27'43" East for 75.86 feet to a point of intersection with the U.S. Pier -Head Bulkhead line of 1939 as recorded in Plat Book 74, at Page 3, of the Public Records of Miami -Dade County, Florida, said point labeled HHL-78-C and said line also being the Northwesterly line ofT.f.LF. Deed No 19448 to City of Miami, recorded in Deed Book 3130, at Page 260, of the Public Records of Miami -Dade County, Florida; Thence along said U.S. Pier -Head Bulkhead line, for the following described four (4) courses; I) Thence South 77°01'17" East, for 669.48 feet to a point labeled HL-78-B on the previously named plat; 2) Thence North 74°08'10" East for 526,25 feet to a point labeled HL-78-A on the previously named plat; 3) Thence North 43°08'20" East for 250.00 feet to a point labeled HL-76 on the previously named plat; 4) Thence North 12°08'10" East for 88.25 feet; Thence North 45°44'46" West, departing the previously described line, for 3.75 feet to a point on the outside face of an existing Seawall; Thence along the outside face of said seawall for the following described fifteen (15 ) courses; 1) Thence continue North 45°44'46" West for 12.58 feet; 2) Thence North 46°50'16" West for 262.72 feet; 3) Thence North 47°06'49" West for 73.59 feet; 4) Thence North 02°02'56" East for 0.70 feet; 5) Thence North 47°07'52" West for 59.52 feet; 6) Thence North 43° 12'45" East for 100.72 feet; 7) Thence South 46°47'08" East for 61.00 feet; 8) Thence North 88°45'00" East for 0.64 feet; 9) Thence South 47°14'37" East for 41.99 feet; 10) Thence North 6 I °42'01 " East for 21.07 feet, 11) Thence South 30° 14'35" East for 2.75 feet; 12) Thence North 62°06'03" East I'or 87.88 feet to the Point of Beginning of the hereinafter described parcel; 13) Thence continue North 62°06'03" East for 114.64 feet to a point of curvature of a circular curve concave to the West, 14) Thence Northeasterly, Northerly and Northwesterly, along the arc ot'said curve to the left, having a radius of 75.00 feet and a central angle of 80°48'49" for a distance of 105.78 feet to the point of tangency; 15) Thence North 18°42'46" West for 101.33 feet to a point on the northerly right-of-way line of Chart House 1)nv a as shown on the sketch of survey dated January 14, 1985 referred file No. rinse. 61-139 rev. and prepared by Schwebke & Shiskin and Associates and as shown on that Specific Purpose Survey at Dinner Key Marina, prepared by Biscayne Engineering ; Thence North 76°03'06" West, along the previously described line, for 226.31 feet; Thence South 39°08'26" West, departing the previously described northerly right-of-way line, for 12.87 feet to a point on the northerly edge of pavement of Chart House Drive said point being on a circular curve concave to the Northeast and said point bears South 45°04'04" West from the center ot'said carve; Thence along the northerly edge of pavement of said Chart House Drive for the following described three (3) courses; 1) Thence Southeasterly along the arc ot'said curve to the left, having a radius of273,78 Feet and a central angle of 04°52'06" for a distance of 23.26 feet to a point; 2) Thence South 29°13'50" West for 21.82 feet to a point on a circular curve concave to the Northeast and said point bears South 38°44'40" West from the center of said curve; 3) Thence Northwesterly along the are of said curve to the Right, having a radius of 348.97 feet and a central angle of 04°24'23" for a distance of 26.84 feet to a point of intersection with the Boundary line of the tract of land described under Exhibit A in that certain Lease Agreement recorded in Official Records Book 9916, at Page 1 1 10, of the Public Records of Miami Dade County, Florida; Thence along the previously described Boundary line, and its Northerly extension, for the following described two (2) courses; 1) Thence South 12°55'28" West for 152.77 feet; 2) Thence South 76°17'34" East for 63.38 feet; Thence North 43°17'10" East, departing the previously described boundary line, for 5.77 feet; Thence South 74°27'18" East for 13.19 feet to a point of curvature of a circular curve concave to the Southeast; Thence Southeasterly, along the arc ol'said curve to the right, having a radius of 31 50 feet and a central angle of 33°37'09" East for a distance of 18.48 feet to the point of tangency; Thence South 40°50'09" East for 37.58 feet to a point on the northerly end of an existing C.B.S. wall; Thence South 49°09'51" West, along the northerly end of said existing C.B.S. wall for U 43 feet to a point on the southerly face of said existing C.B.S. wall; Thence South 38°59'48" East, along the southerly face of said existing C.B.S. wall and its southerly extension, for 84.41 feet to the Point ofBeginning. Containing 58,242 sq. It or 1.34 acres more or less. 51 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 LEGAL DESCRIPTION (PARCEL 3) (CASUAL RESTAURANT UPLANDS) A portion of Section 22, Township 54 South, Range 41 East, Miami -Dade County. Florida, more particularly described as follows: Commence at the Southwest corner, of the Northwest'' /a, of said Section 22; Thence South 02°24'44" East, along the Southerly extension of the West line of the NW '/< of said Section 22, for 436.51 feet; Thence North 86°27'43" East, departing the previously described line, for 75.86 feet to a point labeled HL-78-C said point being a point of intersection with the U.S. Pier -Head Bulkhead line of 1939 as recorded in Plat Book 74, at Page 3, of the Public Records of Miami -Dade County, Florida, said line also being the Northwesterly line of T.I.I.F. Deed No. 19448 to City of Miami, recorded in Deed Book 3130, at Page 260, of the Public Records of Miami -Dade County, Florida; Thence along said U.S. Pier -Head Bulkhead line, for the following described four (4) courses; 1) Thence South 77°01'17" East, for 669.48 feet to a point labeled I{L-78-B: 2) Thence North 74°08'I0" East for 526.25 feet to a point labeled HL-78-A; 3) Thence North 43°08'20" East for 250.00 feet to a point labeled 1-1I--76; 4) Thence North 12°08'10" East for 88.25 feet to a point of intetseetion with the southerly extension of the outside face of an existing Seawall: Thence along the outside face of said seawall and its southerly extension for the following described twelve (12) courses; 1) Thence North 45°44'46" West for 16.33 feet; 2) Thence North 46°50'16" West for 262.72 feet; Thence North 47°06'49" West for 73.59 feet; 3) Thence North 02°02'S6" East for 0.70 feet; 4)1 hence North 47°07'52" West for 59.52 feet; 5) Thence North 43°12'49" East for 100.72 feet; 6) Thence South 46°47'08" East for 61.00 feet; 7) Thence North 88°45'00" East for 0.64 feet; 8) Thence South 47°14'37" East for 41.99 feet; 9) Thence North 61°42'01" East for 21.07 feet; 10) Thence South 30°14'35" East for 2.75 feet; 11) Thence North 62°06'03" East for 5.43 feet to the Point of Beginning of the hereinafter described parcel; 12) Thence continue North 62°06'03" East for 82.45 feet; Thence North 38°59'48" West, departing the previously described face of the seawall and running along the southerly face of an existing C.B.S. wall and its southerly extension, for 84.41 feet; Thence North 49°09'51" East along the northerly end of said C.B.S. wall for 0.43 feet to a point on the Edge of an existing Asphalt Pavement; Thence along the Edge of said Asphalt Pavement and its Northwesterly extension, for the following described three (3) courses; 1) Thence North 40°50'09" West for 37.58 feet to a point of curvature of a circular curve concave to the Southwest; 2) Thence Northwesterly, along the arc of said curve to the left, having a radius of 31 50 feet and a central angle ot'33°37'09" for a distance of 18.48 feet to the point of tangency: 3) Thence North 74°27' 18" West for 13.19 feet to a point on the Northeasterly extension of the edge of an existing concrete: Thence along the previously described edge of said concrete and its Northeasterly and Southwesterly extensions 1'or the following descried five (5) courses; 1) Thence South 43°17'10" West for 69.37 feet; 2) Thence South 48°08'44" East for 26.07 feet; 3) Thence South 41°51'16" West for 10.30 feet; 4) Thence South 45°40'17" East for 20.02 feet; 5) Thence South 41°51'16" West for 19.89 feet to a point of intersection with an existing chain link fence; Thence along said chain link fence and its southerly extension for the following described three (3) courses; 1) Thence South 46°34'27" East for 48.90 feet; 2) Thence North 49°46'11" East for 14,07 feet; 3) Thence South 49°34'23" East for 26.67 feet to the Point of Beginning. Containing 12,356 sq. It. or 0.284 acres more or less. DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 LEGAL DESCRIPTION (PARCEL 6A) (MARINA SUBMERGED LANDS) A portion of Tract A of Dinner Key, according to the plat thereof as recorded in plat hook 34, at page 2, of the Public Records of Miami Dade County, Florida and a portion of Section 22, Township 54 South. Range 41 East, Miami -Dade County, Florida, more particularly described as follows: Cotntnence at the Southwest corner, of the Northwest' 'A, of said Section 22; Thence South 02°24'44" East. along the Southerly extension of the West line of the NW ''A of said Section 22, for 436.51 feet; Thence North 86°27'43" East for 75.86 feet to a point of intersection with the U.S. Pier-Ilead Bulkhead line of 1939 as recorded in Plat Book 74, at Page 3, of the Puhlic Records of Miami -Dade County, Florida, said point labeled HT: 78-C and said line also being the Northwesterly line of T.LI.F. Deed No 19448 to City of Miami, recorded in Deed Book 3130, at Page 260, of the Public Records of Miami -Dade County, Florida; Thence along said 11.S. Pier -Head Bulkhead line, for the following described six (6 ) courses; 1) Thence South 77°0I'17" East, for 669.48 feet to a point labeled HL-78-B on the previously named plat; 2) Thence North 74°08'10" East for 526.25 feet to a point labeled HL-78-A on the previously nained plat; 3) Thence North 43°08'20" East for 250.00 feet to a point labeled HL-76 on the previously named plat; 4) Thence North 12°08' l0" East for 88 25 feet; Thence along the outside face of an existing seawall and its Southerly extension for the following described twelve (12 ) courses; 1) Thence North 45°44'46" West for 16.33 feet: 2) Thence North 46°50'16" West for 262.72 feet to the Point of Beginning of the hereinafter described parcel; 3) Thence North 47°06'49" West for 73.59 feet; 4) Thence North 02°02'56" East for 0.70 feet; 5) Thence North 47°07'52" West for 59.52 feet; 6) Thence North 43° 12'49" East for 100.72 feet; 7) Thence South 46°47'08" East for 61.00 feet; 8) Thence North 88°45'00" East tier 0.64 feet; 9) Thence South 47° 14'37" East for 41.99 feet; 10) Thence North 61 °42'01 " East fir 21.07 feet; 11) 'Thence South 30° 14'35" East for 2.75 feet; 12) Thence North 62°06'03" East for 87.88 feet; Thence South 27°53'57" East, departing the previously described existing seawall, for 60.00 feet; 'Thence South 62°06'03" West Ibr 118.88 feet; Thence North 47°14'37" West for 26.50 feet; Thence South 42°45'23" West for 71.49 feet to the Point of Beginning. Containing 20,317 sq. f t. or 0.47 acres more or Tess. DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 LEGAL DESCRIPTION (PARCEL 6B) (SUBMERGED LANDS ABUTTING FORMAL RESTAURANT) A portion of Tract A of Dinner Key, according to the plat thereof as recorded in plat hook 34, at page 2, of the Public Records of Miami Dade County, Florida and a portion of Section 22, Township 54 South, Range 41 East, Miami -Dade County, Florida, more particularly described as follows: Commence at the Southwest corner, of the Northwest 'Ai, of said Section 22; Thence South 02°24'44" East, along the Southerly extension of the West line of the NW '/ of said Section 22, for 436.51 feet; Thence North 86°27'43" East for 75.86 feet to a point of intersection with the U.S. Pier -Head Bulkhead line of 1939 as recorded in Plat Book 74, at Page 3, of the Public Records of Miami -Dade County, Florida, said point labeled HL-78-C and said line also being the Northwesterly line of T.1.LF. Deed No. 19448 to City of Miami, recorded in Deed Book 3130, at Page 260, of the Public Records of Miami -Dade County, Florida: Thence along said U.S. Pier -Head Bulkhead line, for the following described four (4 ) courses; 1) Thence South 77°01'17" East, for 669.48 feet to a point labeled FIL-78-B on the previously named plat; 2) Thence North 74°08' l0" East for 526 25 feet to a point labeled HL-78-A on the previously named plat; 3) Thence North 43°08'20" East for 250.00 feet to a point labeled HL-76 on the previously named plat, 4) Thence North 12°08'10" East for 88.25 feet; Thence along the outside face of an existing seawall and its Southerly extension for the following described two (2) courses; 1) Thence North 45°44'46" West for 16.33 feet: 2) Thence North 46°50'16" West for 262.72 feet, Thence North 42°45'23" East, departing the previously described existing seawall for 71.49 feet; Thence South 47°14'37" East for 26.50 feet, Thence North 62°06'03" East for 118.88 feet to the Point of Be>2inruns of the hereinafter described parcel; Thence continue North 62°06'03" East for 175.75 feet to the point of intersection with the previously described U.S. Pier -Head Bulkhead line of 1939; Thence North 21°08'57' East, along the previously described line, for 146.73 feet; Thence North 76°03'06" West for 119.88 feet to a point of intersection with the outside face of an existing seawall; Thence along the outside face of said existing seawall for the following described three (3) courses; 1) Thence South 18°42'46" East for 53.81 feet to the point of curvature of n circular curve concave to the Northwest; 2) Thence southeasterly, southerly and southwesterly, along the arc of said curve to the right, having a radius of 75.00 feet and a central angle of 80°48'49" for a distance of 105.78 feet to the point of tangency; 3) Thence South 62°06'03" West for 114.64 feet to the Pint of Beginning. Containing 20,579 sq. ft. or 0.47 acres more or less. DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 EXHIBIT B TEMPORARY PLANS 6 THE HARBOUR - FINE DINING WARRANT SUBMISSION 3351 CHARTHOUSE DRIVE MIAMI, FL 33130 APPLICANT. GROVE BAY INVESTMENT GROUP, LLC 2350 SW 27TH AVENUE, SUITE 100 MIAMI. FL 33133 ARCHITECT. CUBE 3 LLC 111 SW 3R0 STREET 4TH FLOOR MIAMI, FL 33130 LANDSCAPE, ..ct• L(A�UR$A1� A>�3C1.11ATSS AAYalfAft AaCelitCrllt[ LAURA LLERENA & ASSOCIATES 1317 SW 128TH STREET MIAMI, FL 33186 STRUCTURAL MCNAMARA SALVIA ONE 8 SCAYNE TOWER SUITE 3755 2 SOUTH BISCAYNE BOULEVARD MIAMI. FL 33131 MEPFP FRANYIE ENGINEERS, INC. 10610 NW 27 STREET MIAMI. FL 33172 GEOTECHNICAL PI'J 5 NV6 144E6 COMMERCE WAY MIAMI LAKES, FL 33)16-5848 CIVIL BCC Enginearinq 6401 SW 871h, Suile 200 Miami, FL 33173 (305) 670-2350 FEBRUARY 09, 2021 ZZ088£171709L£-3£08-£9817-6£80-OZF/£LL39 :41 edoienu3 u6igno04 WARRANT SUBMISSION DRAWING LOG L H VOLUME! IRp I GENERAL G-070 ma • .-m - m • .o 11 • .-m1 awn • -DG 1n.c MR. • V-10> mkR13-113 • .1. Dfan I r.a. nns • FED D VOS I PM. u • Gs1 D KV% I IOLO R.S • G.D. Mmau 0/1D • ARCHITECTURE DEMOLITION Galo aG .anOI 3C3 • ARCHITECTURE PROPOSED ..mG WE%ln - • .-m 3-3 twM • .-1e 03-130 • ♦s 0133- • VD 3030* • CUBE -I*I THE HARBOUR - FINE DINING .51 CRARTRDUSE DRIVE MINA FL 01. GROVE BAY INVESTMENT GROUP. LLC 1/1100 SW T/TR /VERVE SUITE 100 MIM11. Fl 3:3113 WARRANT SUBMISSION NO/FCR CC161DIC1IOI NOR T J DRAWING INDEX ZZ088£171709L£-3£08-£9817-6£80-OZF/£LL39 :41 edoienu3 u6igno04 LOCATION SKETCH CITY OF MIAMII MIAM1•DA,ECOINTY, FLORID. MOT TO SCALE gL 13•. •-VE 15 VE 16 p ., as cp 1 :-• • BASE FLOOD INFORMATION APPROXIMATE LOCATION OF BASE ROOD ZONES AS PER PIMA MAPS UNLESS PE RERWISE NO11D O1 TO SCALE tIDIY nWO. 'isLUtsyx✓r NRmo.11n. a so. V. Y. sor m M✓•✓�t (•rpi uu c N • we LA .Cara. SUBIE°. PROPERTY CHAP? is .a.4, m.M Y • r K 4MM rat ••S•.r•ni •rw•6 • W.I. odossors O.N..N• Owns wn•.. 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INg, ENGINEERS • SURVEYORS • MAPPERS 13660 SW <]N Sapae•No r FL3317S• Phone (305)221.621C P.O. BOX 550578 • Muni. FL 33265 • FaA (305)221-1295 .w.w.epvacom ALTA/NSPS LAND TITLE SURVEY AND BOUNDARY SURVEY .1 THE HARBOUR IN HISTORIC COCONUT GROVE 2 06-14-60 ~le amt. 1 a9.1415 r4W[.0 Ra MN, co. 100.1 to 4• S W. _- _a®o. SHEET N2. 0,l004 De. 960mA $x /J. at .'c 110-79 5 919-16 9c41, M 4.an. ZZ088£171709L£-3£08-£9817-6£80-OZF/£LL39 :41 edoienu3 u6igno04 �I.fYv wr F.a.: — 11t-1.•C • IlJ1R FnKC 7 ALTA/NSPS LAND TITLE SURVEY AND BOUNDARY SURVEY SEE SHEET V002 -- MATCH LINE 'E-B `L� F .41 tip! MWA POLES ADJACENT TO PIERS DETAIL. NOT TO SCALE GRAPHIC SCALE ®0 wmuvtn.wr.e.ms,c<o.r. 50 .p 70 o 50 IB •4441.....01.49..C:aroo .e wor ...+►—' OIC re. wwwwc . .w.s...slw f MANUEL G. VERA & ASSOCIATES. INC. ENGINEERS • SURVEYORS • MAPPERS 13960 SW 4715 Smoot• Mixa.. FL 3377a• Phone (365)221.6210 P.O. 900 65057E • MAI* FL 33296 • Fa1(305)221-1295 ALTA/NSPS LAND TITLE SURVEY AND BOUNDARY SURVEY of THE HARBOUR IN HISTORIC COCONUT GROVE A r..•tr nw..n.mir •r w. •I a.-rc-IF wo. E An., IC..[ NM C* MIA tou.noc 11017,101 o.r. e7-0-t* =Kip= It=h.fT-�Co yrr i tat -It 'riaL'. M 11 SHEET No. V003 ZZ088£171709L£-3£08-£9817-6£80-OZF/£LL39 :41 edoienu3 u6igno04 oak la a 7 NIP' k.•.tc ; ',MAILL hi1 q •N • w s1 U My 1 ,R1 E C3 )PUND \` O�•..wa e•n it on • ▪ onnommon moo nmgm .00.411 OAP. Toone :noon' S • ...a ' LEASE PARCEL MONUMENTATION DETAIL la mnd.� SEE SHEET 2 •. .e.r�.n.:•�. SCALE. N: f S. ALTA/NSPS LAND TITLE SURVEY AND BOUNDARY SURVEY PROJECT DETAILS LEASE PARCEL • 6 GF SEE DETAIL B As . •k. 6 r1•r 'zi'L s•roasat 5 .. GRAPHIC SCALE ItkiciaLimiumioS z Ni0 LEASE PARCEL. 2 EE DETAIL D 44. � tf?' D 40'" 1 SEE SHEET 2 "A" SCALE. N.T.S LEASE PARCEL 0 (PART) 85 toot rum L DETAIL PARCEL 5' DIMENSIONS SCALE: N.T.S. MANUEL G. VERA & ASSOCIATES, INC ENGINEERS • SURVEYORS • MAPPERS 13960 SW 471A Sboet• Sinn, FL 33175 • Pnane (3061221-6210 P.O. BOX 650575 • Mall, FL33265 • F611(305)221-1295 •wewrarer. WM ALTA/NSPS LAND TITLE SURVEY AND BOUNDARY SURVEY Of THE HARBOUR IN HISTORIC COCONUT GROVE • PPP WOW, 0e-+ru avt n AO w*u 0.W11tmf1 o:aa 0a.t-111 IMODOMPO aawe •snx txo-a. t1 •. r 10111-•7 • 1.1.1r a• 0•1L KOMP. scut SHEET No V004 ZZ088£171709L£-3£08-£9817-6£80-OZF/£LL39 :41 edoienu3 u6igno04 6• • Ww— 'vf ALTA/NSPS LAND TITLE SURVEY AND BOUNDARY SURVEY KEY MAP NOTE: FOR MORE LEASE PARCEL DIMENSIONS SEE SHEET 4 OF 5 \ fir/ ICACO GRAPHIC SCALE \� % o / it ,_u • /• N igitUlfOr r r; 1 rj MANUEL C. VERA do ASSOCIATES, INC. lid ENGINEERS • SURVEYORS • MAPPEI �f} 13960 SW A 7th Stool. Warn, FL 33t75. 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Ft 3.311, WARRANT SUBMISSION WW1 r L4.0 .J ENLARGED BUILDING PLANS A151 :ST•ior CS, ZZ088£171709LC-3£02-£9817-6£80-OZV£ I-L39 edoienu L6!sno0C1 t Fiuua ...A:A :JKLI H,SIYAILAI, W VW 1 lft)IAI w.Al Alt. 4.1 • •�uA --i�'G�M3141 N91GptL WOLLKILIML 11 cAKmb101*Lti 1r.ALL. :it 51A2MW. f�i;=,irr„mrtanP111 Orn ^^�� lw.gl .E1 CUBE© .er.wi ler..* 10.w9 THE HARBOUR• FINE DINING 1)51 CHAP. thou 5'r WW1 Ft 33,31 GROVE BAY INVESTMENT GROUP. LLC _5.05W )iE}Y. AVENUE 1T MiAM331I it lll. ZZ088£171709L£-3£08-£9817-6£80-OZF/£LL39 :41 edoienu3 u6igno04 Sak,t i,UN4 OyEIFIm? E ��aP4ivf�.I OW=F;row*, I CUBEp THE HARBOUR - FINE DINING .51 OHAH*IICUCE OFIVE wAuI. FL»rn GROVE BAY INVESTMENT GROUP, ILC 2.0 SW ]TAVENUE SUITEE ICC MIAMI FL 3.31n WARRANT SUBMISSION EON CC6GtEwCIION SITF SFCTIONS Ai01 t�Wrt P20 T-v IUCA.MKiML.0 ZZ088£171709L£-3£08-£9817-6£80-OZF/£LL39 :41 edoienu3 u6igno04 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 EXHIBIT C SUBJECT PROPERTY 7 DocuSign Envelope ID: 6E713A20-CB39-4863-8C3E-37604438B022 EXHIBIT A SKETCH TO ACCOMPANY LEGAL DESCRIPTION SURVEYOR'S REPORT : BEARINGS SHOWN HEREON ARE BASED ON THE STATE PLANE COORDINATE SYSTEM, FLORIDA EAST ZONE, NORTH AMERICAN DATUM OF 1983, ADJUSTMENT OF 1990 (NAD 83/90) ALONG THE SOUTHERLY EXTENSION OF THE WEST LINE OF THE NW 4 OF SECTION 22-54-41, WHICH BEARS S02°24'44"E. THIS IS NOT A BOUNDARY SURVEY THIS IS A SKETCH TO ACCOMPANY LEGAL DESCRIPTION. FOR SKETCH TO ACCOMPANY LEGAL DESCRIPTION SEE SHEETS 3. 4 AND 5. FOR LEGAL DESCRIPTION SEE SHEET 2. SURVEYOR'S CER'TIRCATION I HEREBY CERTIFY THAT THIS SKETCH TO ACCOMPANY LEGAL DESCRIPTION WAS PREPARED UNDER MY DIRECT SUPERVISION AND THAT IT IS TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE AND BELIEF AND I FURTHER CERTIFY THAT SAID SKETCH IS IN COMPLIANCE WITH THE STANDARDS OF PRACTICE AS SET FORTH BY THE FLORIDA BOARD OF LAND SURVEYORS AND MAPPERS IN CHAPTER 5J-17 FLORIDA ADMINISTRATIVE CODE PURSUANT TO SECTION 472.027 OF THE FLORIDA STATUTES. DI9taliy signed by Silvia Nuln Silvia NuinD'' 20=2"1„15457 SILVIA NUIN PROFESSIONAL SURVEYOR AND MAPPER No. 5982 STATE OF FLORIDA NOTICE: NOT VALID WITHOUT THE SIGNATURE AND ORIGINAL RAISED SEAL OF THE FLORIDA LICENSED SURVEYOR AND MAPPER. EACH SHEET AS INCORPORATED THEREIN SHALL NOT BE CONSIDERED FULL, VALID AND COMPLETE UNLESS ATTACHED TO THE OTHERS. NOTICE: NOT FULL AND COMPLETE WITHOUT SHEETS 1 THRU 5 FOR SKETCH SEE SHEETS 3-4 LICENSED BUSINESS No.2439 PROJECT NUMBER: 16-600 MANUEL G. VERA AND ASSOCIATES, INC. ENGINEERS -SURVEYORS & MAPPERS 13960 S.W. 47th ST. MIAMI, FLORIDA 33175 PHONE: (305) 221-6210 e-mail: snuin@mgvera.com TYPE OF PROJECT' SKETCH 8 _EGAL DESCRIP-ION PROJECT NAME: THE HARBOUR DATE. 08-11-2022 DRAWN BY S N SCALE AS SHOWN SHEET 1 OF 5 EXHIBIT A SKETCH TO ACCOMPANY LEGAL DESCRIPTION LEGAL DESCRIPTION: A PORTION OF TRACT A OF DINNER KEY, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 34, AT PAGE 2, OF THE PUBLIC RECORDS OF MIAMI DADE COUNTY. FLORIDA ALSO BEING A PORTION OF SECTION 22, TOWNSHIP 54 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHWEST CORNER, OF THE NORTHWEST 1/°, OF SAID SECTION 22; THENCE S02°24'44" E, ALONG THE SOUTHERLY EXTENSION OF THE WEST LINE OF THE NW %, OF SAID SECTION 22, FOR 436.51 FEET; THENCE N86°27'43" E FOR 75.86 FEET TO A POINT OF INTERSECTION WITH THE U.S. PIER -HEAD BULKHEAD LINE OF 1939 AS RECORDED IN PLAT BOOK 74, AT PAGE 3, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, SAID POINT LABELED HL-78-C AND SAID LINE ALSO BEING THE NORTHWESTERLY LINE OF T.I.I.F. DEED NO. 19448 TO CITY OF MIAMI, RECORDED IN DEED BOOK 3130, AT PAGE 260, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE ALONG SAID U.S. PIER -HEAD BULKHEAD LINE, FOR THE FOLLOWING DESCRIBED FIVE (5) COURSES; 1) THENCE S77°01'17" E, FOR 669.48 FEET TO A POINT LABELED HL-78-B ON THE PREVIOUSLY NAMED PLAT; 2) THENCE N74'08'10" E FOR 526.25 FEET TO A POINT LABELED HL-78-A ON THE PREVIOUSLY NAMED PLAT; 3) THENCE N43°08'20" E FOR 250.00 FEET TO A POINT LABELED HL-78 ON THE PREVIOUSLY NAMED PLAT; 4) THENCE N12°08'10" E FOR 180.86 FEET; 5) THENCE N21°08'57" E FOR 479.70 FEET; THENCE N76°03'06" W, DEPARTING THE PREVIOUSLY DESCRIBED LINE, FOR 168.67 FEET TO THE POINT OF BEGINNING OF THE PARCEL OF LAND HEREINAFTER DESCRIBED; THENCE CONTINUE N76°03'06"W, FOR 104.96 FEET TO A POINT ON A CIRCULAR CURVE CONCAVE TO THE SOUTHEAST, SAID POINT BEARS N28°54'44"W FROM THE CENTER OF SAID CURVE; THENCE FOLLOWING THE APPROXIMATE LOCATION OF AN EXISTING BACK OF CURB FOR THE FOLLOWING DESCRIBED (18) EIGHTEEN COURSES; 1) THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT, HAVING A RADIUS OF 14.38 FEET AND A CENTRAL ANGLE OF 13'03'19" FOR A DISTANCE OF 3.28 FEET; 2) THENCE S30°55'48"E FOR 0.61 FEET TO A POINT ON A CIRCULAR CURVE CONCAVE TO THE SOUTHEAST, SAID POINT BEARS N41°24'04"W FROM THE CENTER OF SAID CURVE; 3) THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT, HAVING A RADIUS OF 14.00 FEET AND A CENTRAL ANGLE OF 38°03'19" FOR A DISTANCE OF 9.30 FEET; 4) THENCE S13°00'34"W FOR 30.64 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE EAST; 5) THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT, HAVING A RADIUS OF 3.70 FEET AND A CENTRAL ANGLE OF 42.36'19" FOR A DISTANCE OF 2.75 FEET TO THE POINT OF TANGENCY; 6) THENCE S29°35'45"E FOR 6.32 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE WEST; 7) THENCE SOUTHEASTERLY, SOUTHERLY AND SOUTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 2.00 FEET AND A CENTRAL ANGLE OF 40°07'03" FOR A DISTANCE OF 1.40 FEET; 8) THENCE S13°10'01"W FOR 48.32 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE NORTHWEST; 9) THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 4.70 FEET AND A CENTRAL ANGLE OF 46°56'41" FOR A DISTANCE OF 3.85 FEET TO THE POINT OF TANGENCY; 10) THENCE S60°06'42"W FOR 4.00 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE SOUTHEAST; 11) THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT, HAVING A RADIUS OF 4.80 FEET AND A CENTRAL ANGLE OF 47°28'25" FOR A DISTANCE OF 3.98 FEET TO A POINT OF CUSP WITH A CIRCULAR CURVE CONCAVE TO THE NORTHWEST, SAID POINT BEARS S74°11'13"E FROM THE CENTER OF SAID CURVE; 12) THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 51.33 FEET AND A CENTRAL ANGLE OF 14°53'21" FOR A DISTANCE OF 13.34 FEET TO A POINT OF CUSP WITH A CIRCULAR CURVE CONCAVE TO THE NORTHWEST, SAID POINT BEARS S60°47'56"E FROM THE CENTER OF SAID CURVE; 13) THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 45.00 FEET AND A CENTRAL ANGLE OF 20°56'24" FOR A DISTANCE OF 16.45 FEET TO A POINT OF CUSP WITH A CIRCULAR CURVE CONCAVE TO THE NORTHWEST, SAID POINT BEARS S41 °25'01"E FROM THE CENTER OF SAID CURVE; 14) THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 49.00 FEET AND A CENTRAL ANGLE OF 23°16'46" FOR A DISTANCE OF 19.91 FEET TO A POINT OF CUSP WITH A CIRCULAR CURVE CONCAVE TO THE NORTHWEST, SAID POINT BEARS S18°40'28"E FROM THE CENTER OF SAID CURVE; 15) THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 47.44 FEET AND A CENTRAL ANGLE OF 19°01'49" FOR A DISTANCE OF 15.76 FEET TO A POINT OF CUSP WITH A CIRCULAR CURVE CONCAVE TO THE SOUTHEAST, SAID POINT BEARS N00°33'43"E FROM THE CENTER OF SAID CURVE; 16) THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT, HAVING A RADIUS OF 3.50 FEET AND A CENTRAL ANGLE OF 77'26'15" FOR A DISTANCE OF 4.73 FEET TO A POINT OF TANGENCY; 17) THENCE S13°07'32"W FOR 14.88 FEET; 18) THENCE N76°52'28"W FOR 0.60 FEET TO A POINT ON THE EDGE OF AN EXISTING CONCRETE SIDEWALK; THENCE FOLLOWING THE APPROXIMATE LOCATION OF THE EDGE OF SAID EXISTING CONCRETE SIDEWALK FOR THE FOLLOWING DESCRIBED (18) EIGHTEEN COURSES; 1) THENCE S12°59'06"W FOR 6.58 FEET; 2) THENCE N77°03'07"W FOR 20.09 FEET; 3) THENCE S37°50'53"W FOR 37.88 FEET; 4) THENCE S05°35'22"E FOR 29.28 FEET; 5) THENCE S34°33'35"W FOR 22.24 FEET; 6) THENCE S46°45'48"E FOR 27.52 FEET TO A POINT ON A CIRCULAR CURVE CONCAVE TO THE SOUTHWEST, SAID POINT BEARS N50°48'34"E FROM THE CENTER OF SAID CURVE; 7) THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 5.91 FEET AND A CENTRAL ANGLE OF 37'45'35" FOR A DISTANCE OF 3.90 FEET TO A POINT OF CUSP WITH A CIRCULAR CURVE CONCAVE TO THE NORTHEAST, SAID POINT BEARS S89.58'01"W FROM THE CENTER OF SAID CURVE; 8) THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT, HAVING A RADIUS OF 9.98 FEET AND A CENTRAL ANGLE OF 78°37'52" FOR A DISTANCE OF 13.70 FEET TO A POINT OF CUSP WITH A CIRCULAR CURVE CONCAVE TO THE SOUTHWEST, SAID POINT BEARS NO3°53'35"E FROM THE CENTER OF SAID CURVE; 9) THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 18.10 FEET AND A CENTRAL ANGLE OF 32°12'10" FOR A DISTANCE OF 10.17 FEET; 10) THENCE S63°22'06"E FOR 8.07 FEET; 11) THENCE S76°22'42"E FOR 24.35 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE NORTH; 12) THENCE SOUTHEASTERLY, EASTERLY AND NORTHEASTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT, HAVING A RADIUS OF 22.00 FEET AND A CENTRAL ANGLE OF 41928'26" FOR A DISTANCE OF 15.92 FEET TO THE POINT OF TANGENCY; 13) THENCE N62°08'53"E FOR 186.73 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE NORTHWEST; 14) THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT, HAVING A RADIUS OF 7.20 FEET AND A CENTRAL ANGLE OF 49°13'18" FOR A DISTANCE OF 6.19 FEET TO THE POINT OF TANGENCY; 15) THENCE N12°55'35"E FOR 64.69 FEET; 16) THENCE N18°49'36"W FOR 93.50 FEET; 17) THENCE N11°36'58"E FOR 12.26 FEET; 18) THENCE N18°26'06"W FOR 0.80 FEET TO THE POINT OF BEGINNING. CONTAINING 42674.47 SQUARE FEET OR 0.98 ACRES +/-. FOR SKETCH SEE SFEETS 3-5 LICENSED BUSINESS No.2439 NOTICE: NOT FULL AND COMPLETE WITHOUT SHEETS 1 THRU 5 PROJECT NUMBER: 16-600 MANUEL G. VERA AND ASSOCIATES, INC. ENGINEERS -SURVEYORS & MAPPERS 13960 S.W. 47th ST. MIAMI, FLORIDA 33175 PHONE: (305) 221-6210 e-mail: snuin@mgvera.com TYPE OF PROJECT' SKETCH & LEGAL DESCRIPTION PROJECT NAME: THE HARBOUR DATF 08-11-2022 DRAWN BY: S.N. SCALE AS SHOWN SHEET 2 OF 5 ZZ088£171709L£-3£08-£9817-6£80-OZF/£LL39 :41 edoienu3 u6igno04 w N to N d O EXHIBIT A SKETCH TO ACCOMPANY LEGAL DESCRIPTION GRAPHIC SCALE 20 0 o 0 200 1 inch = 200 ft. P.O.C. SW CORNER OF NW 34, OF SECTION 22-54-41. N 86-27' 43"E 75.86' LL-78—C �70='E (PB 74 PG 3) 6g.48• LED PG -DENOTES PAGE P.B -DENOTES PLAT BOOK P.0 C -DENOTES POINT OF COMMENCEMENT P.0 B -DENOTES POINT OF BEGINNING R/W -DENOTES RIGHT-OF-WAY N-DENOTES NORTH S-OFNOTFS SOUTH W-DE NOTES WEST E-DENOTES EAST R-DENOTES RADIUS D-DENOTES DELTA L-DENOTES ARC LENGTH P 0 T -DENOTES POINT OF TERMINATION HL-78—B (PB 74 PG 3) NOTICE: NOT FULL AND COMPLETE WITHOUT SHEETS 1 THRU 5 MANUEL C. VERA AND ASSOCIATES, INC. ENGINEERS -SURVEYORS & MAPPERS 13960 S.W. 47th SI. . MIAMI, FLORIDA 33175 PHONE: (305) 221-6210 e-mail: snuin@mgvera.com HL-78—A / (PBN 4 PG 3) j 7 526.25 U sEOR�p�BppK -5130 P 8`KHs0 OFZ RECORDED M1 N78133'p8. sr w HL-78 (PB 74 PG 3) 4 PG. 3 5 pER p .Bp f M. p,M1 1g39 Sp C1. pp,GE- 2gp FOR LEGAL DESCRIPTION ON SEE SHEET 2 LICENSED BUSINESS No.2439 PROJECT NUMBER. 16-600 TYPE OF PROJECT. SKETCH 8 LEGAL DESCRIPTION PROJECT NAME' THE HARBOUR DATE. 08-11-2022 SCALE SHEET DRAWN BY. S.N 1".200' 3 OF 5 ZZ088£171709L£-3£08-£9817-6£80-OZF/£LL39 :41 edoienu3 u6igno04 5 5604), A=3.85' S6 S60'06'42"W S41'25'01"E�\�.41\ 0 S18'40'28"E LEGEND PG -DENOTES PAGE P B -DENOTES PLAT BOOK RAJ -DENOTES RIGHT-OF-WAY R=4 D=23'1 b'46" A=19 91' 0.61. R=14.00' D=38'03'19" l A A=9.30' No 30.64' R=3.70' v D=42'36'19" mcri A=2.75' 0 S29'35'45"E.— t� 6.32' .. k R=2.00'od D=40'07'03" R=4.70' A=1.40' D=46'56'41" .00' \ N -DENOTES NORTH MATCH L/Nf'A-A'5ff5tiffT 5 S-DENOTES SOUTH W-DENOTES WEST E-DENOTES EAST R-DENOTES RADIUS D-DENOTES DELTA L-DENOTES ARC I.ENGTH P 0 C -DENOTES POINT OF COMMENCEMENT P O.B.-DENOTES POINT OF BEGINNING P 0 T -DENOTES POINT OF TERMINATION 438, A-3 28319, 48 f R=4.80' D=47'28'25" A=3.98' R=51.33' D-14'53'21" A=13.34' R= 45.00' D=20'56'24" A=16.45' EXHIBIT A SKETCH TO ACCOMPANY LEGAL DESCRIPTION GRAPHIC SCALE 30 15 0 30 1 inch = 30 ft 76'03,06„ w 4.9a Pie N18'26'06"W_ 0.80' N11'36'58"E 12.26' N. 03, 168.67, 06,.W O TN 37 pC3 LA 13 VI Z �. Ni2'55' 35"E 64.69' FOR LEGAL DESCRIPTION SEE SHEET 2 LICENSED BUSINESS No.2439 NOTICE NOT FULL AND COMPLE TE WITHOUT SHEETS 1 THRU 5 PROJECT NUMBER. 16-600 MANUEL G. VERA AND ASSOCIATES, INC. ENGINEERS -SURVEYORS & MAPPERS 13960 S.W. 47th ST. MIAMI, FLORIDA 33175 PHONE: (305) 221-6210 e-mail: snuin@mgvera.com TYPE OF PROJECT: SKETCH 8 LEGAL DESCRIPTION PROJECT NAME. THE HARBOUR DATE: 08-11 -2022 DRAWN BY SN SCALE 1"=30' SHEET 4 OF 5 ZZ088£171709L£-3£08-£9817-6£80-OZF/£LL39 :41 edoienu3 u6igno04 D=37'45'35" D=78'37'52" 24• 3S' A=13.70' f R=18.10' NO3'53'35"EJ I D=3212'10" A=10.17' EXHIBIT A SKETCH TO ACCOMPANY LEGAL DESCRIPTION R=3.50' D= 7T26' 15" A=4.73' S13'07'32"W 14.88' N 76'52' 28'W 0.60' S05'35'22"E 29.28' S34'33'35"W 22.24' S46'45' 48"E N 50'48'34"E 27.52' R=5.91' S89'58'01 "W 1- S63'22'06"E 8.07' MATCH LINE A-A'5ff SHEET 4 R=49.00' D=23*46" A=19 91' R=45.00' D=20'56'24" A=16.45' R=47.44' D=19'01'49" A=15.76' 00'33' 43"E N77'03'07"W 20.09' S76 22,42.,E P L G�� pF Gel V,P�� �6`t R=22.00' D=41'28'26" NOTICE NOT FULL AND COMPLETE WITHOUT SHEETS 1 THRU 5 A=15.92' MANUEL G. VERA AND ASSOCIATES, INC. ENGINEERS -SURVEYORS & MAPPERS 13960 S.W. 47th ST MIAMI, FLORIDA 33175 PHONE: (305) 221-6210 e-mail snuin@mgvera.com GRAPHIC SCALE 30 15 0 30 1 inch = 30 ft. R=7.20' D=49'13'18" A=6.19' LEGEM) PG. -DENOTES PAGE P.B. -DENOTES PLAT BOOK R!W -DENOTES RIGHT-OF-WAY N -DENOTES NORTH S-DENOTES SOUTH W-DENOTES WEST E-DENOTES EAST R-DENOTES RADIUS D-DENOTES DELTA L-DENOTES ARC LENGTH P.O-C.-DENOTES POINT OF COMMENCEMENT P.O.B.-DENOTES POINT OF BEGINNING P.O T -DENOTES POINT OF TERMINATION FOR LEGAL DESCRIPTION SEE SHEET 2 LICENSED BUSINESS No.2439 PROJECT NUMBER: 16-600 TYPE OF PROJECT: SKETCH 8 LEGAL DESCRIPTION PROJECT NAME: THE HARBOUR DATE: 08-11-2022 DRAWN BY: S.N SCALE SHEET 1"=30' 5OF5 ZZ088£171709L£-3£08-£9817-6£80-OZF/£LL39 :41 edoienu3 u6igno04 Olivera, Rosemary From: Lila, Sandy Sent: Wednesday, October 12, 2022 7:40 AM To: Olivera, Rosemary; Lee, Denise Cc: Rivers, Michael; Hannon, Todd Subject: RE: Matter ID # 22-636 Grove Bay Investment Group, LLC - Amendment and Hold Harmless Executed Agreement - 10-11-2022 Good morning, The fully executed copy of the agreement in DocuSign is to be considered an original agreement for your records. Matter ID # 22-636 Grove Bay Investment Group, LLC - Amendment and Hold Harmless Executed Agreement - 10-11- 2022 Kind regards, Sandy Lila Lease Manager Department of Real Estate and Asset Management 444 SW 2 Avenue, 3rd Floor Miami, Florida 33130 slila@miamigov.com 0: (305)416-1461 From: Olivera, Rosemary <ROlivera@miamigov.com> Sent: Tuesday, October 11, 2022 8:56 PM To: Lila, Sandy <SLila@miamigov.com>; Lee, Denise <DLee@miamigov.com> Cc: Rivers, Michael <mrivers@miamigov.com> Subject: RE: Matter ID # 22-636 Grove Bay Investment Group, LLC - Amendment and Hold Harmless Executed Agreement - 10-11-2022 The DocuSign system provides me a completed agreement directly. I can access it and save in our records. You will not have to send me a copy of the document. The only thing we need is an email indicating that the DocuSign document is to be considered an original. ROSEMARY OLIVERA CITY CLERK'S OFFICE MIAMI CITY HALL 3500 PAN AMERICAN DRIVE MIAMI, FL 33133 305-250-5365 i ROLIVERA@MIAMIGOV.COM From: Lila, Sandy <SLila@miamigov.com> Sent: Tuesday, October 11, 2022 4:37 PM To: Lee, Denise <DLee@miamigov.com>; Olivera, Rosemary <ROlivera@miamigov.com> Cc: Rivers, Michael <mrivers@miamigov.com> Subject: Matter ID # 22-636 Grove Bay Investment Group, LLC - Amendment and Hold Harmless Executed Agreement - 10-11-2022 Good afternoon, I hope all is well. I have a fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. However, due to the file size it could not be attached to this email. Will I be able to provide the document via One Drive to you both and Todd? Thank you for your assistance in advance. This 43.7 MB email message cannot be sent because it exceeds the 35 MB outgoing message size limit. We won't be able to deliver this message to Lee, Denise)< Olives, Rosemary X Rivers Michael X, The message is too large. @You are not responding to the latest message in this conversation. Click here to open it. Send To Cc Lee, Denise; 0 Olivera, Rosemary; 0 Rivers, Michael; Subject Matter ID # 22-636 Grove Bay Investment Group, LLC - Amendment and Hold Harmless Executed Agre Please Dacu.Sign_Grove_Bay_Investment_Group_-,pdf 44MB Kind regards, Sandy Lila Lease Manager Department of Real Estate and Asset Management 444 SW 2 Avenue, 3rd Floor Miami, Florida 33130 slila@miamigov.com 0: (305)416-1461 2