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HomeMy WebLinkAboutBack-Up DocumentsLEASE AGREEMENT Between THE CITY OF MIAMI and BAYSHORE PROPERTIES, INC. LEASE AGREEMENT TABLE OF CONTENTS PREAMBLE 1. DESCRIPTION OF PREMISES 2. TERM 3. USE OF PROPERTY 4. NON-DISCRIMINATION 5. PUBLIC ACCESS TO THE WATERFRONT 6. REDEVELOPMENT PLANS 7. PERMITS 8. CONSTRUCTION SURETY BOND 9. LICENSES 10. TAXES 11. PARKING 12. EASEMENT FOR WATER TAXI OR TRAM STATION 13. CONSIDERATION 14. PERFORMANCE BOND - CASH DEPOSIT 15. ACCOUNTING 16. BOOKS, RECORDS, ACCOUNTS AND STA'T'EMENTS 17. EXAMINATION BY THE CITY 18. DEFAULT 19. NOTICES 20. ATTORNEY FEES 21. INSURANCE 22. INDEMNIFICATIONS 23. DAMAGE OR LOSS TO COMPANY PROPERTY 24. DESTRUCTION OF PROPERTY 25. BUILDING MAIN'T'ENANCE 26. UTILITIES 27. PURE FOOD AND SANITARY LAWS 26. CONFORMITY TO THE LAW 29. DOCKAGE RAPES 30. FLEDGE OF LEASEHOLD INTEREST -i- 31. ASSIGNMENT AND SUBLETTING OF PREMISES 32. BINDING ON SUCCESSORS 33. INVENTORY 34. OWNERSHIP OF IMPROVEMENTS 35. EXPIRATION 36. ENTIRE AGREEMENT 37. CAPTIONS -ll- LEASE AGREEMENT THIS LEASE AGREEMENT made this 20th day of September 1985, between the CITY OF MIAMI, a Municipal corporation of the State of Florida, hereinafter called the "City", and BAYSHORE PROPERTIES, INC., a Florida corporation, with offices at 2450 South Bayshore Drive, Miami, Florida 33133, hereinafter referred to as the "Company.,, WITNESSETH: WHEREAS, the City of Miami desires redevelopment and utilization of two adjoining parcels of City -owned property known as the Kelley Property and the Miley Property in general accord with the Dinner Key Master Plan; and WHEREAS, the City and Bayshore Properties, Inc. have entered into a Lease Agreement dated the 30th day of April, 1981 for the Kelley Property and a separate Lease Agreement for the Miley Property effective the 1st day of ,Tune, 1977; and WHEREAS, both Lease Agreements were to expire in the year 2007; and WHEREAS, because of complex litigation which precluded the development and use of the Kelley Property for a period in excess of three years the Commission adopted Resolution No. 84-1450 which extended the terms of the Kelley Property lease agreement an additional three years to the year 2010; and WHEREAS, Bayshore Properties, Inc. desires to redevelop the two parcels as an integrated site to provide additional waterfront commercial and recreational activities for the benefit of the public; and WHEREAS, in order to develop the sites in a financially feasible manner Bayshore Properties, Inc. has requested that the two leases be combined into one lease and said lease terms be extended for an additional 25 years from the year 2010; and WHEREAS, the Charter of the City requires that under certain circumstances an extension or modification to an existing lease of waterfront property first be approved by a majority of the voters of the City of Miami; and WHEREAS, the City Commission has determined the requested modification and extension is in the best interest of the public and herein directs that a special municipal election be held; and WHEREAS, on the 13th day of August , 1985, the requested modifications and extension were approved by a majority of the voters; and WHEREAS, the parties agree that upon execution of this Lease Agreement the two lease agreements referred to hereinabove are hereby terminated and the covenants, obligations and conditions contained therein are extinguished; and WHEREAS, the City Commission in Resolution No. 85-717 , upon the recommendation of the City Manager, and subject to referendum, approved the herein Lease Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants and conditions herein contained, it is agreed by the parties hereto as follows: 1. DESCRIPTION OF PREMISES: The City hereby leases unto the Company for the purpose and under the conditions hereinafter set forth, the following real property and bay bottom lands (hereinafter referred to as the "Property"), located on Biscayne Bay, City of Miami, Dade County, Florida, as described in Exhibit A attached hereto and made a part hereof. 2. TERM: The term of this Lease Agreement shall commence on the 30th day of September , 1985, and shall end on the 31st day of May, 2035. 3. USE OF PROPERTY: The Company will develop, manage, and promote the property to prospective tenants in such a manner that will offer the Essential Services (as hereinafter defined) required and encourage public enjoyment, use, and participation so as to make the project financially feasible to both the Company and the City, as well as to reach the objectives of the Dinner Key Master Plan. -2- The Company covenants and agrees to provide each and every Essential Service as required in its use of the Property, as hereinafter listed, if allowed by law; and subject to the issuance of a certificate of use and occupancy with City zoning approval. The Essential Services will be provided during the entire term of this lease (subject to interruption for reasonable periods if due to a loss of a tenant or concessionaire providing Essential Services) unless and until the Company files a request in writing for permission to discontinue a use or service and the reasons therefor and said permission is granted by the City Manager. The City Manager shall only permit discontinuance of an Essential Service or use if he or she finds that it is no longer essential and that the discontinuance of said Essential Service(s) or,use is in the greater interest of the public. Essential Services required in the use of the Property: 1. A restaurant; 2. Retail facilities; 3. A marina, including an adequate number of spaces for transient vessels; In addition, the following list of uses may be provided for by the Company or the tenant(s) of the Property: (a) A refreshment stand; (b) Boat rentals; (c) Bait and tackle shop; (d) Convenience food store for the benefit of marina tenants; (e) Marine supply store, including diving gear; (f) Outboard motor sale and incidental service; (g) Marine clothing sales; (h) Marine furniture sales and incidental manufactur- ing; (i) Boat tours; (j) Fishing area; (k) Sporting goods store; ImE (1) Antique store; (m) Art galleries and book store open to the general public; (n) Bakery; (o) Bicycle sales and repair; (p) ,China and crockery; (q) Confectionery or ice cream store; (r) Clothing; (s) Photographic sales; (t) Gift shop; (u) Hobby shop; (v) Jewelry and watch sales, repair and service; (w) Leather goods - sales and incidental assembly and repair; (x) Lounges; (y) News stand or sundry; (z) Barber shop, beauty parlor, and shoe polishing stand, (aa) Travel and ticket agency; (ab) Sailmaker; (ac) Arts and crafts; (ad) office for Management and rental of the Property; (ae) Marine fuel pumps; (af) Any related or allied uses to the above if approved by the City Manager which approval may not be unreasonably withheld or delayed. All Marina operations, including rental of all boat slips shall be directly controlled and operated by the Company unless the consent of the City Manager is given in writing to do otherwise on such conditions as are mutually agreeable to the City Manager and the Company. 4. NON-DISCRIMINATION: The Company agrees that there will be no discrimination under any circumstances against any person -4- on account of race, color, sex, religious creed, ancestry, or national origin desiring to use the Property and the improve- ments. Any such acts will be considered a default subject to the terms and conditions of Paragraph 18, and it is expressly under- stood that upon final determination of such discrimination the City shall have the right to terminate this Lease Agreement. The Company agrees that minorities shall participate in the develop- ment of the Project, including construction contracts and jobs as well as in the work force created by the development. Minorities shall have priority in the leasing of all tenant spaces. 5. PUBLIC ACCESS TO THE WATERFRONT: The public shall be allowed access to the waterfront areas of the Property and all facilities located on the Property shall be available to the public, subject to the right of the Company to establish and enforce rules '`and regulations to provide for the orderly opera- tion, security, and public safety of said facilities. A copy of all rules and regulations and any changes occurring therein shall be subject to the approval of the City Manager, which approval shall not be unreasonably withheld or delayed. 6. REDEVELOPMENT PLANS: The Company agrees to redevelop the property in substantial accordance with plans and specifi- cations furnished in its public proposal (Exhibit "B") as may be allowed by law. The redevelopment of the docking facilities is anticipated by the Company. If by law dredging and/or land fill is not permitted, this will not substantially alter the remaining overall project, and a boardwalk would still border the bay- front. The developmental plans of the Company must complement the overall design and planning of the Coconut Grove Dinner Key area. Any waiver by the City of the execution of any part of the proposed plans shall not be construed to be a waiver of any other part of such plan. The Company agrees that no structure of any kind now existing on the premises shall be altered or any new structure erected upon the Property unless the plans therefor shall have .been approved by the City Manager, which approval -5- shall not be unreasonably withheld or delayed. Construction shall commence within eighteen (18) months of the date of execu- tion of said Agreement and shall be completed within five (5) years from this date unless permit delays or other delays are caused by the City, and in such case, this eighteen (18) month and/or five (5) year period shall be extended by the same time period (the "Delay Period"). Composite Exhibit "B" attached hereto describes the plans and specifications furnished in the Company's proposal. It is agreed that the improvements to the Property, as described in Paragraph 1, and to be made by the Company, will require the expenditure of not less than Two Million Six Hundred Thousand Dollars ($2,600,000.00) (the "Improvement Expenditure"). This sum does not include the expenditure for improvements to a parking site or sites as described in Paragraph 11, said sum, which is not to be less than Four Hundred Thousand ($400,000.00) Dollars (the "Parking Sites Expenditure"), which Parking Sites Expenditure is to be in addition to the Improvement Expenditure. The Company will submit copies of paid invoices corresponding to the Improvement Expenditure and the Parking Sites Expenditure in accordance with Paragraph 15. The City agrees, within ninety (90) days after the exe- cution of this lease, to provide adequate water and sanitary sewage lines to the property line in accordance with normal City services. The Company shall have the responsibility of ensuring and providing for adequate electrical power, gas, and telephone service to the property. The Company shall provide the required ornamental landscaping and lighting, all in accordance with the redevelopment plan. The boardwalk, as proposed in the Company's proposal document (Composite Exhibit "B"), shall be constructed in accor- dance with the design standards set forth in the Dinner Key Master Plan and shall be constructed by the Company. The public shall have free and unobstructed use of the boardwalk at all times. Said boardwalk shall be completed prior to the issuance of a certificate of occupancy for the proposed project. -6- 7. PERMITS: The Company agrees to have final plans pre- pared which will comply with all pertinent provisions of the South Florida Building Code and the ordinances, rules and regula- tions of Dade County and the City of Miami. The Company agrees that no structure of any kind now existing on the Property shall be altered or a new structure erected upon the Property unless the plans for said construction have been approved by the City Manager, which approval shall not be unreasonably withheld or delayed. As a condition to this Lease the Company shall obtain at its sole cost and expense all permits, approvals, and related documents from any and all Federal, State, and local governments and agencies requiring them for the construction, or construction of any new docking or upland Company facilities. The Company shall apply for and obtain all permits or approvals necessary to commence construction, dredging, and/or filling on the Property. 8. CONSTRUCTION SECURITY BOND: The Company shall, prior to the commencement of construction or the awarding of any contract for construction on the Property by the Company or any agent of the Company, furnish the City with a Statutory Payment and Per- formance Bond (the "Construction Bond"), in the amount of Seven Hundred Fifty Thousand ($750,000.00) Dollars, naming the City as the owner and the Company as the principal. The conditions of the Construction Bond shall be to insure that the Company will: (1) promptly make payment to all claimants, as defined in Section 255.05 (1) Florida Statutes, supplying the principal with labor, materials, or supplies, used directly or indirectly by the prin- cipal in the prosecution of the work provided for in the Agree- ment; (2) pay the owner all losses, damages, expenses, costs, and attorney's fees, including appellate proceedings, that the owner sustains because of a default by the principal under the Agree- ment, and; (3) perforin the guarantee of all works and materials furnished under the Agreement for the time specified in the Agreement. The Construction Bond may be terminated, with the written approval of the City Manager of the City, at such time as -7- the proposed construction project is completed and fully opera- tional and open to the public, and satisfactory evidence is pro- vided by the Company to the City Manager that all requirements of the Construction Bond have been satisfactorily concluded. The form of the Construction Bond shall be as approved by the City Finance Department, Risk Management Division, in accordance with the requirements of Chapter 355, Florida Statutes, and Miami City Code $ 18.57. 9. LICENSES: The Company agrees to obtain and pay for all required licenses necessary for the proposed operation and con- duct of its business, and agrees to comply with all laws govern- ing the responsibility of an employer with respect to persons employed by the Company. It will be the responsibility of the Company to obtain the necessary liquor licenses to permit the sale of alcoholic beverages as permitted by this Agreement. The Company may sell all alcoholic beverages incidental to the restaurant but only beer and wine sales will be permitted from the refreshment stands and convenience food store. All alcoholic beverages sold in accordance with the provisions of this Agree- ment shall be sold in accordance with applicable State Beverage Regulations. 10. TAXES: During the term hereof, the Company covenants and agrees to pay all taxes of whatsoever nature lawfully levied or assessed against the Property and improvements, property, sales, rents or operations thereon, including, but not limited to, ad valorem taxes. Payment thereof shall commence with and shall include taxes assessed for the current year. The Company further covenants and agrees to pay all of the said taxes, if any, lawfully assessed, on such dates as they become due and payable. _ The failure of the Company to pay the taxes as afore- said shall constitute grounds for the immediate cancellation of this Lease Agreement by the City, subject to the terms and condi- tions of Paragraph 18. 11. PARKING: The Company shall meet the lawful off-street parking requirements for the use of the Property. The City shall provide one or more sites for said off-street parking. The -8- Company will develop and construct the parking on such sites at its expense and according to the standard specifications of the City. All parking so developed shall be used in common with the public but shall count for required off-street parking of Company. The Company shall be allowed by the City to use the area shown on Exhibit "C" to meet its required parking until such time as the City Commission requires the Company to vacate because of imminent construction activity on the area as a result of the City Commission's approval of other development for the area or if required to do so by judicial action. In either case the City Commission shall provide the required parking in the Dinner Key area. The Company shall provide a tram service during normal hours of operation from the parking sites to the subject Property, which service shall run a minimum of twelve (12) times e daily from the parking sites to the Property. The tram service shall be provided at the sole cost and expense of the Company, its agents or assigns. The Company shall indemnify the City in the operation of said tram service as provided in paragraph 23 and shall provide the City with adequate insurance coverage, which is usual and customary to cover an exposure of this type for the tram service, subject to the approval of the Department of Finance, Risk Management Division. 12. EASEMENT FOR WATER TAXI OR TRAM STATION: In the event the City decides to provide or grant a franchise to provide a tram or people mover system for the Dinner Key area, the Company agrees to permit the City to establish a station and roadway for access for said system on the Property so long as the same does not unreasonably interfere with the operations of the Company or its tenants under this lease. Any costs in adjusting the site to accommodate said system shall be borne by the City or its fran- chisee as the case may be. Location of said facilities as described above are subject to approval by the Company which the Company shall not unreasonably withhold or delay. 13. CONSIDERATION: I. Minimum Annual Guaranteed Rental: As consideration for the lease of the said property, the Company shall pay to the -9- City the greater of: (1) the Minimum Annual Guaranteed Rental as hereinafter defined, or (2) Percentage Rental as hereinafter defined. The Minimum Annual Guaranteed Rental shall be payable as follows: (a) beginning upon the execution of this Agreement, Two Hundred Forty -Seven Thousand Five Hundred Eighty -Six Dollars ($247,586.00) per annum; (b) beginning twelve (12) months after the execution of this Agreement, Two Hundred Fifty -Seven Thousand Five Hundred Eighty -Six Dollars ($257,586.00) per annum; and (c) beginning twenty-four (24) months after the execution of this Agreement and through the year 2010, Two Hundred Seventy -Seven Thousand Five Hundred Eighty -Six Dollars ($277,586.00) per annum. The Minimum Annual Guaranteed Rental shall become, for the remainder of this Agreement, the average of the immediately preceding three (3) years rental payments to the City. The Company shall pay on a monthly basis one -twelfth (1/12th) of the Minimum Annual Guaranteed Rental on the first day of each month in advance. For permanent capital improvements over Three Million Dollars ($3,000,000.00), a credit towards rental payments, not to exceed Three Hundred Thousand Dollars ($300,000.00) in any one (1) year, shall be given, dollar for dollar, amortized over the first ten (10) years following completion of construction. II. Percentage Rental: As an alternative amount of consideration in lieu of the Minimum Annual Guaranteed Rental, the Company shall pay the Percentage Rental based on the follow- ing formulae throughout the entire term of this agreement: (a) Eight (8$) per cent on all gross receipts up to One Million ($1,000,000.00) Dollars in gross receipts per lease year. (b) Ten (10%) per cent on all gross receipts in excess of One Million ($1,000,000.00) Dollars per lease year. Percentage Rental shall be determined annually and shall be paid monthly, if applicable within twenty-five (25) days from the end of the preceding month. Adjust- ments to the rental shall be made at the end of the -10- lease year based upon the annual percentage rent set forth herein. The term "gross sales" as used herein shall be consi- dered synonymous and interchangeable with the term "gross receipts" and shall be construed to include all income, whether collected or accrued, from all business conducted on the Property by Company, including but not limited to, the rental of space, the sale of food and beverage, goods and services, or from any source whatsoever, but excluding receipts from dockage and gas sales. Gross sales and/or gross receipts shall only include revenues and/or percentages of revenues collected or accrued by the Company, aind shall be computed on the basis of gross receipts by the Company only. (It shall not be computed on the basis of gross receipts of tenants, lessees, or sublessees of the Company (fuel sales excepted)). However, any sales taxes imposed by law which are separately stated to and and paid by the purchaser or user, and are directly payable to a taxing authority by the Company, shall be excluded from gross receipts. Gross sales and/or gross receipts shall also include any revenues, whether accrued or collected, attributable to any direct or indirect participation by the Company or any of its officers or principals in the business or enterprise of another entity, person or tenant of the property besides the Company per se, to the extent that such participation entitles Company, its officers or principals to receive remuneration; and further provided that such other business or enterprise is done on or "in connection with" the Property provided, however, that the term "in connection with" shall not include revenues which result merely from the physical adjacency of location or merely from joint promotional effort and advertising. The Company shall include in every remittance to the City, of the monthly consideration as required, the applicable amount of State of Florida sales and use tax. The Company covenants and agrees that goods and services offered and sold on the subject property by the Company, its -11- tenants, lessee or sublessee, shall be regularly audited, during normal business hours and in a manner in accordance with Para- graph 15, by the City, and that the full amount of gross receipts attributable to the subject property shall not in any way be diverted to any other business or enterprise. For permanent capital improvements over Three Million Dollars ($3,000,000.00), a credit towards rental payments, not to exceed Three Hundred Thousand Dollars ($300,000.00) in any one (1) year, shall be given, dollar for dollar, amortized over the first ten (10) years following completion of construction. III. Special Percentage Rental on Fuel Sales and Dock- age: In addition, as separate and additional consideration due the City, not included in the hereinabove Percentage Rental, or the Minimum Annual Guaranteed Rental, the Company shall also pay to the City on the first day of each month, throughout the term of this agreement the following: Two and a half cents ($0.025) per gallon of fuel sold by the Company or its subtenant from the Property in the prior month, and fifteen (15%) per cent of gross receipts which are collected by the Company from dockage rental and dry storage of boats at the Property in the prior' month. 14. PERFORMANCE BONDS: The Company shall post a performance bond in the amount of Ten Thousand ($10 000.00) Dollars with the City within thirty (30) consecutive calendar days after the exe- cution of this Agreement to stand as security for the performance of the Company's obligations hereunder. Said performance bond shall be posted in cash or issued by a surety company authorized to do business in the State of Florida and shall be refundable at the termination of this Agreement if all terms and conditions of this Agreement have been satisfied. If the performance bond is on an annual coverage basis, certified evidence of renewal for each succeeding year shall be submitted to the Department of Finance, Risk Management Division, thirty (30) days prior to the termination date of the existing performance bond. -12- 15. ACCOUNTING: The Company shall report all "Gross Receipts" or Gross Sales on or before the 25th day of each month beginning at the completion of the first month after the execu- tion of this Lease. Each and every month thereafter, reports shall be submitted to Property and Lease Management Division, Department of Finance of the City, or at such other place or places as may be designated hereafter by the City. The Company shall provide a statement in certificate form signed by a duly authorized officer of the Company, setting forth in such detail as it might be necessary or considered necessary by the Director of Finance of the City to determine the Gross Sales per month for the Property. An additional detailed report of Gross Sales for the year in conjunction with the payment of the Annual Percentage Rent shall be�submitted at the end of the lease year for the purpose of computing the Annual Percentage Rental. The Company shall submit quarterly reports commencing within thirty (30) days after the first quarter of the Lease Agreement, and continuing during the effective period thereof, and each and every quarter thereafter, identifying expenditures on the part of the Company for making improvements to the Property, equipment purchases and improvements and expenditures related to improving the facility's amenities and services of the Property. Such reports shall continue during the term of this lease, in order to provide proper accounting in accordance with Paragraphs 15 and 19 of this lease. 16. BOOKS, RECORDS, ACCOUNTS AND STATEMENTS: The Company shall keep true, accurate, and complete books, records, and accounts of all sales, rentals, and business being transacted upon the Property. Further, the Company shall, upon demand make available all books and records, leases, agreements, reports and financial statements in any way pertaining to the Property to authorized representatives of the Division of Internal Audit, or such other authorized representative as the City Manager of the City shall designate at the Property during normal business hours. The internal Auditing Department of the City shall be furnished any and all records of the Company necessary to make a -13- full and complete audit of the books and operations of the faci- lities described in this Lease Agreement. In addition the Company will provide the City with copies of all sales tax records from any and all business con- ducted on the Property. 17. EXAMINATION OF THE PREMISES BY THE CITY: The Company agrees to permit the City, by its City Manager's designated per- sonnel, to enter upon the Property at any time for any purpose the City Manager of the City deems necessary or incidental to or connected with the performance of City's duties and obligations hereunder or in the exercise of its rights or functions. 18. DEFAULT: If the Company abandons or vacates the Property prior to the expiration of the term hereof, or If the Company fails to make the rental payments as set forth herein and said payment is not made within thirty (30) days after written notice is given to the Company, or If the Company fails to commence construction or complete same in accordance with the requirements of Paragraph 6 of this Agreement, or If the Company fails to perform in accordance with any of the other terms and conditions herein contained, and such default is not cured within thirty (30) days after written notice is given to the Company or if the nature of the default is such that the Company cannot reasonably cure same within said period and the Company fails to take diligent measures to commence and pursue the cure thereof, Then the Company shall be in default and the City may re-enter the Property and terminate this lease in any manner then permitted or provided by law. At such time, all improvements erected on the Property shall revert to the City. In addition to the right to re-enter and terminate the lease, the City, in case of a breach in the payment of rent or in case of the breach of any other of the Company's obligations hereunder, shall have all other remedies, including but not limited to the right to operate the facility and collect rents directly from tenants or other remedies afforded by the laws of -14- the State of Florida, including but not limited to, the right to sue for and collect rent, and to bring distress proceedings. Said remedies may be pursued concurrently or consecutively and the resort to one shall not be considered an election. 19. NOTICES: All notices and rental payments shall be sent to the parties at the following addresses: TO THE CITY: The City Manager The City of Miami, Florida P.O. Box 330308 Miami, Florida 33133 TO THE COMPANY: Bayshore Properties, Inc. Monty Trainer, President 2562 South Bayshore Drive Miami, Florida 33133 The 'City or the Company may change such mailing addresses at any time upon giving the other party written notice. All notices under this Lease Agreement must be in writing and shall be deemed to be served when delivered to the address of the addressee. 20. ATTORNEYS' FEES: In the event that it is deemed neces- sary for either party to file a lawsuit in the appropriate court of law in order to enforce any of the terms or provisions of this Lease Agreement, then the prevailing party shall be entitled to reasonable attorneys' fees. 21. INSURANCE: The Company shall maintain during the term of this Agreement the following insurance subject to the approval of Risk Management Division, Department of Finance of the City: (a) Public Liability, including Products Liability, Insurance in the amounts of not less than $1,000,040 per occur- rence for death or bodily injury and not less than $50,000 per occurrence for property damage. (b) A standard Fire, Lightning, and Windstorm Insurance policy on the premises and all furniture, fixtures, equipment, and improvements, including the perils of fore, extended cove- rage, and other perils, for the cash value thereof. (c) Automobile Liability Insurance covering all owned, nonowned, and hired vehicles in amounts of not less than $100,000 Per accident and $300,040 per occurrence of bodily injury and $10,000 property damage. -15- (d) Liability insurance covering the operation of the tram service between the designated parking sites and the Property which is considered adequate at the time of the incep- tion of the operation of the service and meets the approval of the Department of Finance, Risk Management Division. (e) The City shall be named as an additional insured under the policies of insurance as required by this Agreement. (f) The City shall be given at least thirty (30) days advance written notice of cancellation of said polices or any material modifications thereof. (g) Certificates of insurance shall be filed with the Finance Department, Risk Management Division, of the City of Miami. (h) The insurance coverage required shall include those classifications as listed in standard liability insurance manuals which most nearly reflect the operations of the Company. (i) All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and must be rated at least "A" as to management and Class "X" as to financial strength, all in accordance with A. M Best's Key Rating Guide, latest edition. (j) The City reserves the right to amend the insurance requirements according to usual and customary standards in the Insurance Industry as circumstances dictate in order to protect the interest of the City in this Lease Agreement. (k) The Company shall furnish certificates of insurance to the City prior to the commencement of operations, which certi- ficates shall clearly indicate the Company has obtained insurance in the type, amount, and classifications as required for strict compliance with this covenant and shall be subject to the approval of the Department of Finance, Risk Management Division. (1) The policy shall be endorsed as follows: "It is agreed that in the event of any claim or suit against the insured for damages covered by this policy, the insurance company will not deny liability by the use of a defense based on governmental immunity". -15- 22. INDEMNIFICATION: The Company covenants and agrees that it shall indemnify and save harmless the City from and against any and all claims, suits, actions, damages or causes of action arising during the term of this Lease Agreement for any personal injury, by reason of or as a result of the Company's occupancy thereof, and from and against any orders, judgments or decrees, which may be entered thereon, and from and against all costs, attorneys' fees, expenses, and liabilities incurred in and about the defense of such claim and the investigation thereof; pro- vided, however, that before the Company shall become liable for said cost, the Company shall be given notice in writing that the same are about to be incurred and shall have the option itself to make the necessary investigation and employ counsel of the Company's selection for the necessary defense of any claims. The City may, at its option, retain its own counsel at its sole cost and expense in addition to the provisions hereinabove set forth. 23. DAMAGE OR LOSS TO COMPANY'S PROPERTY: The Company assumes all risk of damage or loss to the Property for any cause whatsoever, which shall include, but not be restricted to, any damage or loss that may occur to merchandise, goods, equipment, or other property covered under the Lease Agreement, if lost, damaged or destroyed by fire, theft, rain, water or leaking of any pipes or waste water in or about said Property or from hur- ricane or any act of God, or any act of negligence of any user of the facilities, or occupants of the Property or any person whom- soever. 24. DESTRUCTION OF PROPERTY: The Company agrees to keep all improvements on the Property insured to the full insurable value thereof and shall provide to the City a standard fire insurance policy insuring against loss or destruction for all of the perils of fire, extended coverage and malicious vandalism. Subject to the rights of the Company's first mortgage lender, in the event of loss or destruction due to any cause whatsoever, all insurance monies shall be payable to the City, to be held by it until the Company furnishes a bond to the City for construction or repair, as the case may be, of like tenor and effect and under the same -17- conditions as the bond hereinbefore required in the case at the initial redevelopment. Upon the furnishing of such bond, the City shall promptly pay to the Company all insurance proceeds. It is provided, however, that should the cost of repairs not exceed the sum of $25,000 then the City shall pay over to the Company, without the necessity of any bond, the amount of insur- ance policies thereafter collected by the City. The Company shall furnish to the City duplicate originals of all insurance policies required under this Lease Agreement. The insurance policy required hereunder shall be approved by the City as to form, amount, and insurer or insurers and shall provide that all proceeds shall be payable to the City as provided in the Lease Agreement. All construction and repairs shall be effected as promptly as circumstances permit. Plans for reconstruction or repairs shall be submitted to and approved by the City Manager, and permits therefor and inspection fees shall be procured and paid for by the Company. If within one hundred eighty (180) days after any such destruction or damage, the Company fails to furnish said plans and bond to the City, then all insurance monies collected by the City shall be and become the property of the City and this Lease Agreement shall be cancelled and terminated automatically. 25. BUILDING MAINTENANCE: The Company accepts the building and grounds in their present condition and without any warranty by the City as to their condition. The Company, at its sole cost and expense, shall maintain the grounds and the interior and exterior of the buildings. The Company agrees to provide ade- quate janitorial services. The Company further agrees to main- tain the buildings and Property in a condition of proper clean- liness, orderliness, and state of attractive appearance at all times. If the buildings and Property are not kept reasonably clean and attractive in appearance, the Company shall be so advised. Corrective action shall be taken by the Company within seven (7) days time. In the event such action is not taken, the City shall have the right to make repairs or cause the Property -18- to be cleaned and the Company shall then be required to reimburse the City within thirty (30) days for said cost and charges. 26. UTILITIES: The Company shall pay for all utilities consumed on the Property as well as connection charges thereof and waste collection fees, if any. The Company further agrees to place all utilities required by its use of the leased Property underground. 27. PURE FOOD AND SANITARY LAWS% The Company shall abide by all pure food and sanitary laws and the employees involved in the handling or sale of any food or beverage shall all possess health certificates. All food and beverage sold shall be of the highest grade and quality standards as established by law. 28, CONFORMITY TO THE LAW: The Company covenants to comply with all laws, ordinances, regulations, deed restrictions and orders of Federal, State, County and Municipal authorities pertaining to the Property and operation thereon. 29. DOCKAGE RATES: The Company agrees to maintain the dock rates at a level not to exceed those charged by comparable marinas in the Dinner Key Area providing like services. 30. PLEDGE OF LEASEHOLD INTEREST: The Company may pledge this leasehold interest as security for industrial development bonds provided the quality of the assignee or pledge is approved by the City Manager which approval may not be unreasonably withheld. This section shall under no circumstances be construed to require the City to participate in the financing or the proposed redevelopment improvements. The City shall fully cooperate with the Company in respect to the reasonable require- ments of Company's lender. 31, ASSIGNMENT AND SUBLETTING OF PREMISES OR TRANSFER OF STOCK: The Company shall not at any time during the term of this Lease Agreement assign this Lease Agreement or any portion or part thereof, except and by virtue of written authorization granted by the City Manager of the City. Said authorization shall not be unreasonably withheld or delayed. This clause shall not apply to sub -leasing space to tenants of the Company. -19- The Company is a corporation authorized to do business in the State of Florida, and agrees that it will not transfer any stock in the corporation or change managers subsequent to enter- ing into this Agreement or during the term of this Agreement until such transfer or change is approved by the City Manager of the City, which approval shall not be unreasonably withheld. 32. BINDING ON SUCCESSORS: The terms and provisions of the Lease Agreement shall, subject to the provisions of Paragraphs 17 and 23, be binding and inure to the benefit of the successors and assigns respectively of the City and the Company. i 33. INVENTORY: All fixtures, furnishings, furniture, and equipment, if any, in or upon the Property and their condition will be inventoried before occupancy by the Company. The Company will maintain fixtures, furnishings, furniture and equipment, if any, in good and operable condition during the term of this Agreement at its sole cost and expense, and that said Property shall be deemed in its sole custody and care. In the event any of the aforementioned items are lost, stolen, or damaged, they shall be replaced or repaired at the cost and expense of the Company, ordinary wear and tear excepted, during the term of this Agreement. The Company may acquire any additional fixtures, furnishings, furniture, or equipment that the Company deems necessary for the operation of the Property at the Company's own expense, consistent with the purposes for which the Property is leased. 34. OWNERSHIP OF IMPROVEMENTS: All improvements, furnish- ings and equipment constructed or installed on the Property by the Company shall be personal property and Company shall have legal title thereto during the term of this Lease. Upon the expiration or`�termination of this Lease, title to all permanent improvements constructed on the premises shall vest in the City. Title to all supplies, furnishings, inventories, removable fixtures and removable equipment and other personal property shall remain vested with the Company and the Company shall have the right to remove such items from the premises unless the Company is in default hereunder. -20- 35. EXPIRATION: At the expiration of the term of this Lease Agreement or at its prior termination, all permanent improvements placed on the property by the Company shall be and become the property of the City and the Company shall quietly and peaceably deliver the same to the City. 36. ENTIRE AGREEMENT: A waiver of the breach of any of the covenants of this Lease Agreement shall not be construed to be a waiver of any other covenant or any succeeding breach. The provisions of this Lease Agreement contain the entire understanding of the parties hereto concerning the subject matter hereof. No modifications, release, discharge or waiver of any of the provisions hereof shall be of any force and effect unless signed in writing by the City Manager of the City. 37. CAPTIONS: The captions contained in this Lease Agree- ment are inserted only as a matter of convenience and for reference and in no way define, limit or prescribe the scope of this Lease Agreement or the intent of any provisions thereof. IN WITNESS WHEREOF, the parties herein have executed this Agreement the day and year first above written. TTEST: Y CLERK CITY OF MIAMI, FLORIDA, a municipal corporation By; CITY MANAGER BAYSHORE PROpEffTTZ_?$,—T�NC . , a Florida 6rp�ration PRESIDENT-' (SEAL) APPROVED ASO CORRECTNESS: LUCIA A. DOUGHERTY CITY ATTORNEY 05-143-053/6* -21- DESCRIPTION OF PREMISES - EXHIBIT A The "CITY" does hereby lease to the "COMPANY" for the purposes and under the conditions hereinafter set forth, the following described property known, and designated as: Lots 20, 21, 22 and 23 (less the southwesterly 25 feet of said Lot 23) Block 43, of SAMUEL RHODES PLAT OF NEW BISCAYNE, according to the plat thereof, as recorded in Plat Book B of Page 16, of the Public Records of Dade County, Florida. Also included in this lease are the following described Bay Bottom lands in Biscayne Bay, Dade County, Florida, to -wit: Commepce at the northerly corner of Lot 20, Block 43, of the Amended Plat of NEW BISCAYNE as recorded in Plat Book B, at Page 16, of the Public Records of Dade County, Florida; thence run south 400 23' 32" east along the north- easterly line of said Lot 20 and its south- easterly prolongation thereof for a distance of 691.46 feet, more or less, to a point of intersection with the Dade County Bulkhead Line (U.S. Harbor Line) as recorded in Plat Book 74, at Page 35, of the Public Records of Dade County, Florida, said point being the Point of Beginning of the hereinafter described parcel of submerged land; thence continued south 400 23' 32" east along the southeasterly prolongation of the north- easterly line of said Lot 20 for a distance of 270.00 feet to a point; thence run south 49°'33' 29" west for a distance of 167.00 feet, more or less, to a point of intersection with the southeasterly prolongation of the southwesterly line of the northeasterly 1/2 of Lot 23, Block 43, of said Amended Plat of New Biscayne; thence run north 400 23' 32" west along the southeasterly prolongation of the southwesterly line of the northeasterly 1/2 of said Lot 23 for a distance of 183.78 feet, more or less, to a point of intersection with said Dade County Bulkhead Line; thence run north 21° 41' 51" east along said Dade County Bulkhead line (U.S. Harbor Line) for a dis- tance of 184.49 feet, more or less, to U.S. Harbor Line Point No. 74; thence run north 490 33' 29" east along said Dade County Bulkhead Line kfor a distance of 3.97 feet, more or less, to the Point of Beginning; said parcel contains 0.8738 acres, more or less; and Lot 24 and the SW'ly 25 feet of Lot 23, Block 43, RHODES PLAT OF NEW BISCAYNE, according to the plat thereof, recorded in Plat Book "B" at Page 16, of the Public Records of Dade County, Florida, less, however, a strip of land 4 feet in width off of the NW'ly side thereof hereto- fore dedicated to the City of Miami, as des- cribed in Clerk's File 67R-11237; and A Parcel of submerged land in Biscayne Bay Sec. 22-54-41 describedas Lying SE'ly of and abutting Lot 24 and SW'ly i of Lot 23 (less N'ly 4') of Block 43 of SAMUEL RHODES AMENDED -22- MAP OF NEW BISCAYNE, PB B/16, more particu- larly described as follows: Begin at SW'ly corner of said Lot 23, said corner being in the mean high water kine of Biscayne Bay; thence S 40023'32" E along SE'ly extension of SW'ly line of Lot 24, a distance of 538,57' to a point in the Bulkhead Line established for this area shown on map in PB 74/3 (Sheet 5); thence N 21041'51" W along said Bulkhead kine a distance of 84.87 feet to the intersection with SE'ly I of Lot 23; thence N 40023`32" W along said SE'ly extension a distance of 497.47 feet to the mean high water line boundary of said SW'ly } of Lot 23 and of said Lot 24, a distance of 75.00 feet more or less to the POB as described in Clerk's File 688-- 115129, together with improvements thereon, any and all rights appurtenant thereto, and together with any and all riparian rights. A location map of the area to be leased by the "CITY" to the "COMPANY" is attached hereto and made a part hereof as Exhibit "A-1" 05-143-060/6* -23- � � ..1._~[ snurx awr ~^ ^' '- c^^ v^� EBR."cT SITE PLAN EXHIBIT A-] KA if set Z4 zj 43 ~^ ^' '- c^^ v^� EBR."cT SITE PLAN EXHIBIT A-] YY A I Woltberg,Alvarez&Taracido BAYSHORE BOAT SHED 90 60 30 Archlisclm-% /Emg4nssrl„g / PlanntN / IRlgrf(x D."Jpn PARC & PARKING 94:�C S 0h 6.,�.+ri *0 EXh j G l t B .\t + A� �Y 461, Irl `'mac 16 Y 4! A T Wolfter�g, A1:arez&Taracido BAYSHORE BOAT SHED 90 60 30 Atc-o14,1V-1 'Eng1n$*,1rq / P;4nn,nq / Interior 4oflgn PARK & PARKING 440-0 So.:n 0401'" Bhd Svrty 100 _XII I L'• 6 T E Li IA,mI• iy • 111TT ��i lll< \� 16 Y 4! A T Wolfter�g, A1:arez&Taracido BAYSHORE BOAT SHED 90 60 30 Atc-o14,1V-1 'Eng1n$*,1rq / P;4nn,nq / Interior 4oflgn PARK & PARKING 440-0 So.:n 0401'" Bhd Svrty 100 _XII I L'• 6 T E Li IA,mI• iy WA 1 Wolfberg, Alvarez&Taracidb BAYSHORE BOAT SHED 2470 180 90 Ar��;1.cr�n 1[hgln..rFnO / Ptsnnfng / rnterlot 4+.IQn PARK & PARKING I I 9.40C SDA,. 0s -:W" Brrd. Suit. 100 I � . Fta Exhiii[ C-1 f AMENDMENT TO I.,EASE AGREEMENT BETWEEN THE CITY OF MIAMI AND GROVE MARINA MARKET, LTD. This amendment to the Lease Agreement is entered into this day of 2001, by and between the City of Miami, a municipal corporation of the State of Florida (the "City"), and Grove Marina Market, Ltd. [current assignee (the "Company")] for the purpose of amending that certain Lease Agreement between the City and Company dated September 20, 1985 (the "Agreement") WHEREAS, South Florida business that depend significantly on the tourism industry have been greatly impacted by the fallout of the September 11, 2001 terrorist strikes; and WHEREAS, the City rents certain space to businesses impacted by the loss of tourism; and WHEREAS, on September 25, 2001, the City Commission adopted Resolution 01-996 to provide for a temporary deferral of rent for those businesses affected by loss of tourism and who rent space from the City; t OJV, THEREFORE, in consideration of mutual covenants hereinafter set forth and in consideration of other valuable consideration the parties covenant and agree as follows: 1. Incorporation of Recitals: The recitals and findings set forth above are hereby adopted by reference thereto and incorporated herein as if f.:lly set ford: in this Agreement. 2. Amendment Effective Date: This effective date of this Amendment shall be the date upon which it is executed by the City Manager (the "Amendment Effective Date"), 3. Temporary Rent Abatement: Notwithstanding anything in the Agreement to the contrary, Company is hereby granted a deferment of Rent due and payable on the months of October, November and December, 2001 (the "Deferred Period"). The amount of deferred Rent shall be paid in equal monthly installments on the first day of each month, commencing January 1, 2002 and ending September 1, 2002. Failure to complete payment of deferred Rent by September 1, 2002 shall constitute a default under the Agreement. Nothing contained herein shall affect the payment of percentage rent, if any, due and payable during the Deferred Period but accruing prior to the Deferred Period, nor the payment of impositions, or any other amounts due under the Agreement during the Deferred Period." Except as specifically provided herein, all of the terms and provisions of the Agreement shall remain in effect. A I.e ? Signature Print Name and Title City Clerk Grove Marina Market, Ltd. By: Print Name and Title City of Miami, a municipal corporation of the State of Florida 2 City Manager r�� / 1.1/13/01 THV 11:3S FAX MINUTES OF THE ANNUAL MEETING OF THE SHAREHOLDERS AND DIRECTORS GROVE MAFUNA MARKET, INC, An Annual Meeting of the Shareholders and Directors of Grove Marina Market, Inc., a Florida corporation (the 'Cotporation"), and sole General Partner of Grove Marina Market, Ltd., as Florida Iknited partnership (thv 'Partnership"), assembled at the Office of the Corporation, 2655 South Bayshore Drive, Suite 200, Miami, Florida 33133. on the 12" day of November, 2001, at 11:30 A.M. 1 he following, heiN all of the Shareholders and Directors were present.- Shareholders; resent: Shareholders; JUAN T. O'NAGHTEN JUAN T. O'NAGHTEN JUAN T. O'NAGHTM President and Secretary of the Corporation, acted as chairman of the Corporation. The Chairman then announced that the pu,pose of this meeting was to elect now directors and officers of the Corporation and to aullhorize Juan T. O'Naghten, President of the corporation, to executo ar�d deliver tho Amendment to Lease Agreement between the City of Miami and Grove Marina Market, Ltd. as ,proposed by the City of Miami in their letter dated October 34, 20011. The Chairman called for nominations for Directors to serve for One (1) year as Directors of the Corporation, and until their successors are elected and quallfled. On behalf of management, the Secretary nominated the fottowing persons: .JUAN T. O'NAGHTEN The Shareholders of this Corporation declared that the foregoing nominees have been elected unanimously to serve as Directors of the Corporation for One (1) year and 'lr15:01 TRU 11 33 FAY until ti�j'r ar? a ire d and qualified. The Secretary then rrominated the fQii0wing P'r"CSQ')S: For PresidenVSecretaryl and Treasurer - JUAN T. O'NAGHTEN A vote was taken by the Directors of the Cgwporalion, and the Chairman declared that the foregoing nominees have been elected to serve as Gff]cers of the Corporation for One (I) year or uritli their successors are elected and qualified. Further, the directors and sharehOders hereby authorize and instructed Juan T. O'Naghten to execute and deliver the Amendment for and on behalf of the Par-Mership. The Chairman then engaged in discussion and answered various questions from the floor, after which, there ging no furtner business, the meeting, upon motion duly made, seconded and carried, was adjourned. DATED November 12, 2001 SECOND AMENDMENT TO LEASE AGREEMENT BETWEEN THE CITY OF MIAMI AND GROVE MARINA MARKET, LTD. This Second Amendment to Lease Agreement (this "Amendment") is entered into this a day ofa" , 2004, by and between the City of Miami, a municipal �r corporation of the State of Florida (the "City"), and Grove Marina Market, Ltd. (assignee of Bayshore Properties, Inc., the "Company") for the purpose of amending that certain Lease Agreement between the City and the Company dated September 20, 1985, as amended by: (1) that certain Memorandum of Understanding dated August 30, 1991 (the "1991 Memorandum"), (2) that certain Memorandum of Understanding dated September 10, 1993, and that certain Amendment to Lease Agreement dated November 14, 2001, copies of which are attached hereto as Attachment 1 (the Lease Agreement dated September 20, 1985, the Memorandum of Understanding dated August 30, 1991, the Memorandum of Understanding dated September 10, 1993, and the Amendment to Lease Agreement dated November 14, 2001 are hereinafter collectively referred to as the "Agreement", "Lease Agreement" or "Lease"). WHEREAS, pursuant to the Lease Agreement, the City leased to Bayshore Properties, Inc. certain property located at approximately 2550 South Bayshore Drive, Miami, Florida (the "Property" or "Leased Premises"), commencing September 30, 1985 and expiring on May 31, 2035; and WHEREAS, pursuant to an Assignment of Lease dated March 16, 1986, Bayshore Properties, Inc., assigned to the Company its rights and obligations under the Lease Agreement, and said assignment was consented to by the City by virtue of that certain Consent to Assignment dated March 13, 1986; and WHEREAS, the Property comprises upland and submerged land, a portion of which lies within an area deeded to the City by the Board of Trustees of the Internal Improvement Fund of the State of Florida (the "Trustees") pursuant to Deed No. 19448; and WHEREAS, Deed No. 19448 contains a restriction that the lands described therein are granted, bargained, conveyed and sold to the City of Miami, solely for public purposes, including municipal purposes; and WHEREAS, the Trustees approved a Waiver of Deed Restrictions on June 21, 1981; and 174183\209121 4 686822 v 4 WHEREAS, recently it was discovered that the legal description of the Property contained in the Lease Agreement does not accurately describe the submerged lands currently and historically used by the Company; and WHEREAS, it was determined that: (i) a portion of such submerged land used by the Company is owned by the City pursuant to Deed No. 19448 from the Trustees, and, therefore, subject to the restrictions thereof and (ii) certain boats that dock along the first pier of the Property encroach onto State of Florida owned submerged lands; and WHEREAS, it was therefore necessary to obtain: (i) an Amendment to the Waiver of Deed Restrictions to expand the scope of the waiver to include such submerged land and the docks that lie within the area deeded by the Trustees, and (ii) a sovereignty submerged lands lease agreement for that area of encroachment; and WHEREAS, the City Commission adopted Resolution 03-857 at its July 24, 2003 meeting, authorizing: (1) the City Manager to execute a submerged lands lease with the State of Florida for the submerged lands currently utilized by the Company for dockage purposes; (2) acceptance of an amended waiver of deed restrictions to accurately reflect the area being utilized by the Company; and (3) the City Manager to execute an Amendment to the Lease Agreement to accurately describe the lands being leased to the Company; and WHEREAS, this Second Amendment to Lease Agreement incorporates a new Exhibit A- 1 to the Lease Agreement to accurately reflect the legal descriptions of the upland and submerged land leased to the Company, an acknowledgement by the Company of the imposition of rental payments due to the State for the use of the State owned submerged lands and for the Waiver of Deed Restrictions, a clarification of certain other terms and conditions of the Lease Agreement and other terms and conditions as set forth below; NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and in consideration of other valuable consideration, the parties covenant and agree as follows: 1. Incorporation of Recitals: The recitals and findings set forth above are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Amendment. 2. Amendment Effective Date: The effective date of this Amendment shall be the date upon which it is executed by the City Manager and attested to by the City Clerk (the "Amendment Effective Date"). 2 1741831209121 Y 686822 v 4 3. The Lease Agreement is hereby amended as follows: A. Exhibit A: Exhibit A of the Lease Agreement is hereby deleted in its entirety and replaced with Exhibit A-1, attached hereto and made a part hereof. Any and all references to Exhibit A shall hereinafter be deemed to refer to Exhibit A-1. B. A new Section I is hereby added to the Lease, as follows: IA. Acknowledgment of State Conditions: The City has received the following from the Board of "Trustees of the Internal Improvement Trust Fund of the State of Florida (the "Trustees"): (a) a 10 -year lease (the "State Lease"), attached hereto and made a part hereof as Exhibit B, for the property identified as Parcel C2, on Exhibit A-1 attached hereto and made a part hereof (the "State Lease Property"), containing 21,344 square feet, more or less, to operate an existing 34 slip docking facility for the mooring of commercial and recreational vessels in conjunction with the upland commercial marina and restaurant; and (b) a Waiver of Deed Restrictions and Amendment to Waiver of Deed Restrictions (collectively, the "Waiver") attached hereto and made a part hereof as Exhibit C, for the property identified as Parcels 2, A2, 5 and B2, as more particularly described in Exhibit A- l attached hereto and made a part hereof (the "Waiver Property"), containing 88,311 square feet, more or less, of deeded submerged lands associated with the use of the upland commercial marina. The Company has been provided copies of the State Lease and the Waiver (collectively the "State Agreements") and agrees to comply with all of the terms and conditions of the State Agreements in all respects. The Company acknowledges that Section 20 of the State Lease allows for its renewal at the sole option of the State of Florida (the "State"), no sooner than 120 days and no later than 30 days prior to the expiration of the term thereof (each a "Renewal Period"). The City shall in good faith exercise its best efforts to renew and continue renewing the State Lease during each Renewal Period for the entire terra of this Agreement and provide copies of such renewal requests to the Company. In the event the City does not apply for such renewal within 90 days prior to the expiration of the term of the State Lease, the City does not object to the Company making application to the State for a renewal of the State Lease. In addition, in the event that the Company elects to: (a) extend the term of the State Lease prior to the City commencing its efforts to extend the term of the State Lease and/ or (b) extend the term of the State Lease to be co -terminus with 3 17418312091219 686822 v 4 this Agreement, then in that event the City shall, at no cost to the City other than its internal administrative costs, assist and support the Company in its attempt to cause the term of the State Lease to be extended; provided, however, that in such event, the Company shall bear the cost of any additional increase in rents (imposed as a result of the early extension of the State Lease) above the rent that the City would otherwise be required to pay under the State Lease. During the term of the State Lease and any renewal(s) thereof, the City shall continue to be required to pay the sums set forth in Section I B(i) of this Lease, as increased annually based upon increases in the Consumer Price Index ("CPI"). In the event the State Lease is not renewed or expires prior to the expiration of this Agreement: (1) the Company shall cease to operate the slip docking facility and any wet slips that encroach onto the State Lease Property, and (2) this Agreement shall terminate as to the State Lease Property. The City agrees to comply with all the terms and conditions of the State Agreements in all respects. C. A new Section I B is hereby added to the Lease, as follows: 113. Payments to the State: The State Agreements provide for the payment of fees in accordance with Section 18-21.011, Florida Administrative Code, which section provides for the payment of a minimum annual fee or six percent (6%) of the annual rental value from the wet slip rental area, whichever is greater. Notwithstanding anything contained in the State Agreements to the contrary, the Company and the City shall pay their respective shares of the payments due to the State during; the term of the State Agreements and any extensions thereof, as follows: (i) State Lease: Commencing on July 1, 2004, the City shall pay to the State for the State Lease Property annual rent in an amount not to exceed $2,000, as increased annually based upon increases in the CPI. The initial annual base rent for the period from July 1, 2004 through June 30, 2005 is $1,952.9$. — Forty-five (45) days prior to the due date, the Company shall pay to the City for remittance to the State any and all rental fees as provided for in the State Lease in excess of $2,000 as increased annually based upon increases in the CPI. (ii) Waiver on Parcels 2 and A2: The City shall pay to the State for Parcels 2 and A2 annual fees that shall in the aggregate not exceed $27,000, as increased annually based upon increases in the CPI. The initial annual base fee for the period from October 1, 2004 through June 30, 2005 shall be $3,103.20; thereafter, the annual base fee shall be calculated each year for the period from July I" through June 30'" of the following year. 4 1741831209E 21 # 686822 v 4 Forty-five (45) days prior to the due date, the Company shall pay to the City for remittance to the State any and all other amounts due pursuant to the Waiver which are in excess of $27,000, as increased annually based upon increases in the CPI as provided above. (iii) Waiver on Parcels 5 and 132: Forty-five (45) days prior to the due date, the Company shall pay to the City for remittance to the State one hundred percent (100%) of any and all fees due to the State pursuant to the Waiver on Parcels 5 and H2. (iv) The City shall remit payments due to the State during the term of the State Agreements and any extensions thereof within fourteen (14) days after the City shall have received all fees due from the Company for the State Lease Property and the Waiver Property and provide written evidence thereof to the Company. In the event the City does not timely remit such payments as provided above, the Company may make such payments to the State, and any portion thereof that the City is obligated to pay as aforesaid may be deducted by the Company from the next rental payment(s) due from the Company to the City. D. Section 2 of the Lease is hereby amended to read as follows: Section 2. Term: The term of this Agreement shall commence on the 30`x' day of September, 1985 and shall end on the 31" day of May, 2035. Notwithstanding any other provision of this agreement, the term of this Agreement with regard to the State Lease Property shall expire on the earlier of. (1) the expiration or earlier termination of the State Lease (or any renewal or extension thereof), or (2) May 31, 2035. E. Section 3 of the Lease is hereby amended to read as follows: 3. -"-Use of Property: The Company will develop, manage and promote the property to prospective tenants in such a manner that will offer the Essential Services (as hereinafter defined) required and encourage public enjoyment, use and participation so as to make the project financially feasible to both the Company and the City, as well as to reach the objectives of the Dinner Key Master Plan 1984, as amended January, 1985. The Property shall at all times be managed by an Acceptable Operator as defined below. Should any event occur during this Lease term causing the then current Acceptable Operator to cease managing the Property, the Company shall have a period of six (6) months to have an Acceptable Operator manage the Property. S \74183\20912% § 686822 v 4 "Acceptable Operator" means an entity or entities whose manager(s), principal(s) or member(s) possess the business experience, good reputation, financial resources, and adequate personnel necessary for the proper performance of all of the Company's obligations under this Lease, in a manner consistent with the duality, reputation and economic viability of the Property and the leasehold improvements, and with no instance of termination of a lease with the City as a result of default. The Acceptable Operator as an entity or its personnel individually shall have a minimum of five (5) years of proven or demonstrated experience in the successful operation and management of a marina and retail development. The Company covenants and agrees to provide each and every Essential Service as required in its use of the Property, as hereinafter listed, if allowed by law. The Essential Services will be provided during the entire term of this Lease (subject to interruption for reasonable periods if due to a loss of a tenant or concessionaire providing Essential Services or in the event of casualty or condemnation as provided in Sections 24 and 41 of this Lease, respectively) unless and until the Company files a request in writing for permission to discontinue a use or service and the reasons therefore and said permission is granted by the City Manager. The City Manager shall only permit discontinuance of an Essential ,Service or use if he or she finds that it is no longer essential and that the discontinuance of said Essential Service(s) or use is in the greater interest of the public. Essential Services required in the use of the Property: 1. Restaurant: One casual dining restaurant ("Restaurant"). The raw bar restaurant located on the ground floor of the Leased Premises, as such establishment currently exists or as it may be expanded in the future meets this requirement. A sketch of the Restaurant as it currently exists is attached hereto as Exhibit "W; 2. Retail Facilities: "Retail Facilities" shall mean all of the tenant spaces included in the Property that sell goods and/or services directly to the public and shall not include the areas of the Property utilized for the Restaurant and the Marina. In the event the Company elects to operate an Upstairs Restaurant, as defined in Section 13, the Retail Facilities shall also exclude such area utilized for the Upstairs Restaurant; 3. Marina: A marina, including an adequate number of spaces for transient vessels; In addition, the following uses may be provided by the Company or the tenant(s) of the Property, but are not required: (a) A refreshment stand; (b) Boat rentals; (e) Bait and tackle shop; (d) Convenience food store for the benefit of marina tenants; 6 \74183\20912\ 4 686822 v 4 (e) Marine supply store, including diving gear; (f) Outboard motor sale and incidental service; (g) Marine clothing sales; (h) Marine furniture sales and incidental manufacturing; (i) Boat tours; 0) Fishing area; (k) Sporting goods store; (1) Antique store; (m) Art galleries and book stare open to the general public; (n) Bakery; (o) Bicycle sales and repair; (p) China and crockery; (q) Confectionery or ice cream store; (r) CIothing; (s) Photographic sales; (t) Gift shop; (u) Hobby shop; (v) Jewelry and watch sales, repair and service; (w) Leather goods — sales and incidental assembly and repair; (x) Lounges; (y) News stand or sundry (z) Barber shop, beauty parlor and shoe polishing stand; (aa) Travel and ticket agency; (ab) Sailmaker; (ac) Arts and crafts; (ad) Office for management and rental of the property; (ae) Marine fuel pumps; (af) Any related or allied uses to the above if approved by the City Manager which approval may not be unreasonably withheld, conditioned or delayed. All Marina operations, including rental of all boat slips shall be directly controlled and operated by the Company unless the consent of the City Manager is given in writing to do otherwise on such conditions as are mutually agreeable to the City Manager and the Company. F. Section 8 of the Lease is hereby amended to read as follows: 8. Construction Security .Bond: Prior to the commencement of construction or the awarding; of any contract for construction on the Property, which construction cost per contract is in excess of $200,000, the Company, at its sole cost and expense, shall furnish to the City a payment and Performance Bond and/or Letter of Credit in an amount equal to 100% of the hard construction costs W4 { 8312N [ Z p 686822 v 4 of the improvements to be constructed pursuant to said contract, and which shall name the City as the owner, dual obligee or beneficiary, as appropriate. The forms of such Payment and Performance Bond and/or Letters of Credit and the surety or institution issuing the same shall be subject to the prior written approval of the City Manager, which approval shall not be unreasonably withheld. Any Payment and Performance Bond and/or better of Credit may be enforced by the City in accordance with its terms. G. Section I0 of the Lease is hereby amended to read as follows:. 10. Taxes: During the term hereof, the Company covenants and agrees to pay all taxes of whatsoever nature lawfully levied or assessed against the Property and improvements, property, sales, rents or operations thereon, including but not limited to, ad valorem taxes. Payment thereof shall commence with and shall include taxes assessed for the current year. The Company further covenants and agrees to pay all of the said taxes, if any, lawfully assessed on such dates before delinquency. In the event the Company fails to pay the real property taxes by April I" of each year, the Company shall be responsible to pay any interest and/or penalties charged by the tax assessor's office. In addition to the interest and/or penalties payable to the tax assessor's office, in the event that the Company becomes delinquent in the payment of real property taxes, the City, upon providing written notice to the Company, may require either of the following, at its sole option: (1) the Company to escrow monthly to the City an amount equal to one -twelfth of the amount billed for ad valorem taxes, without discounts, during the previous calendar year plus 5% to cover estimated annual tax increases, provided, however, that sufficient funds, as determined by the City in its sole judgment, shall be paid to the City, with the first such escrow payment so that the aggregate of all such escrow payments shall be sufficient to pay the real estate taxes for that calendar year when due. Said amount shall be paid with the rent due on the first day of each month. In the event the amount escrowed is not sufficient to pay the full amount of taxes due, the Company shall pay the difference to the City, for remittance to the County within fifteen (15) days of receipt of notice from the City of the amount of such deficiency. In the event the amount of monies escrowed are in excess of the taxes due, the balance shall be applied to the following year's tax payment; or (2) the Company shall enroll in the Dade County Ad Valorem Tax Payment Plan. Provided, however, that notwithstanding any provision hereof to the contrary, the provisions of this paragraph shall not apply in the event that the Company pays a monthly escrow for ad valorem taxes to a leasehold mortgagee pursuant to the requirements of a leasehold mortgage. 8 1741 RnO9121 9 686822 v 4 Failure of the Company: (i) to pay the real property taxes when due and any interest or penalties charged in connection therewith, or, (ii) if required in accordance with the previous paragraph hereof, to pay the monthly real estate tax escrow to the City or enroll in the Dade County Ad Valorem Tax Payment Plan, shall constitute an event(s) of default under this Lease Agreement, subject to the notice and cure provisions provided in Section 18 of this Lease. H. Section 13, paragraphs II and III are hereby amended to read as follows: Il. Percentage Rental: The Percentage Rental shall be an amount equal to the cumulative total of the following percentages of Gross Receipts as defined herein: (a) Restaurant; $% of the annual Gross Receipts of the Restaurant up to one million dollars ($1,000,000) and ten percent (10%) of the annual Gross Receipts of the Restaurant in excess of one million dollars ($1,000,000). (b) Retail Facilities: 10% of the annual rents received from the rentals paid by the respective retail subtenants, licensees and concessionaires; (c) Upstairs Restaurant: In the event the Company operates a restaurant on the second floor of the building on the Property (the "Upstairs Restaurant"), the Upstairs Restaurant shall pay 5% of the Gross Receipts of the Upstairs Restaurant. Percentage Rental shall be paid monthly in advance on the first day of each month during the term of this Lease. The amount to be paid each month in any given Lease year shall be equal to the aggregate of the following divided by twelve (12): (i) the annual Gross Receipts for the Restaurant for the immediately preceding Lease year multiplied by the applicable percentage rate provided for in -- (a) above, plus (ii) the annual Gross Receipts for the Retail Facilities for the immediately preceding Lease year multiplied by ten percent (10%), plus (iii) the annual Gross Receipts for the Upstairs Restaurant for the immediately preceding Lease year multiplied by five percent (5%). 9 W4193\20912\ # 086822 v 4 if: As an example, which is included herein for purposes of clarification only, (a) the annual Gross Receipts for the Restaurant for the Lease year ending September 30, 2004 are five million dollars ($5,000,000), and (b) the annual Gross Receipts for the Retail Facilities for the Lease year ending September 30, 2004 are four hundred thousand dollars ($400,000), and (c) the annual Gross Receipts for the Upstairs Restaurant for the Lease year ending September 30, 2004 are four million dollars ($4,000,000), then, monthly payments for the Lease year commencing October 1, 2004 shall be equal to seven hundred twenty thousand dollars ($720,000) divided by twelve (12), which equals sixty thousand dollars ($60,400) as follows: [($1,000,000 x 8%) plus ($4,000,000 x 10%) plus ($400,000 x 10%) plus ($4,000,000 x 5%)] divided by 12 = $60,000 III. Special Percentage Rental: In addition, as separate and additional consideration due the City, not included in the hereinabove Percentage Rental or the Minimum Annual Guaranteed Rental, the Company shall also pay to the City the following Special Percentage Rental: (a) Two and a half cents ($0.025) per gallon of fuel sold; and (b) 15% of the annual Gross Receipts collected from dockage rental and dry storage of boats at the Property. Special Percentage Rental shall be paid monthly in advance on the first day of each month during the tdrm of this Lease, and calculated in the manner indicated above for the payment of Percentage Rental. I. A new Section 133V is hereby added to the Lease, as follows: IV. Gross Sales/Gross Receipts: For purposes of this Lease, the term "Gross Sales" shall be considered synonymous and interchangeable with the term "Gross Receipts" and shall be construed to include all income to the Company and sublessees, whether collected or accrued, from all business conducted on the Property, including, but not limited to, the rental of space, the sale of food and beverage, goods and services, or from any source whatsoever. to 17418312(19121 # 686922 v 4 Gross Sales and/or Gross Receipts shall only include revenues and/or percentages of revenues collected or accrued. Gross Sales and/or Gross Receipts shall also include any revenues whether accrued or collected, attributable to any direct or indirect participation by the Company and/or its sublessees, or any of their officers or principals in the business or enterprise of another entity, person or tenant of the property besides the Company and/or sublessee per se, to the extent that such participation entitles Company and/or its sublessees, their officers or principals to receive remuneration; and further provided that such other business or enterprise is done on or "in connection with" the Property provided, however, that the term "in connection with" shall not include revenues which result merely from the physical adjacency of location or merely from joint promotional effort and advertising. Notwithstanding the foregoing, Gross Receipts shall exclude any sales taxes imposed by law which are separately stated to and paid by the purchaser or user, and are directly payable to a taxing authority. Gross Receipts shall further exclude gratuities or service charges which are payable to restaurant employees, all sums and credits received in settlement of claims for loss or damage to inventory or equipment, gains or losses from the sale of any capital assets or furniture, fixtures and equipment, and proceeds of any financing or refinancing of the Company's leasehold interest or improvements. In addition, Gross Receipts shall also exclude any sublease rent or other income received by the Company from the Restaurant, the Marina and/or the Upstairs Restaurant in excess of the percentages described in Sections 13.II and 13.111 above (Percentages: Restaurant: 8% of Gross Receipts up to $1,000,000; 10% of Gross Receipts in excess of $1,000,000; Upstairs Restaurant: 5% of Gross Receipts; and Marina: 15% of Gross Receipts). Gross Receipts shall not include shall not include the gross sales of a subtenant in the Retail Facilities. The parties agree that the gross receipts of any subtenant subleasing the Restaurant, the Marina and/or the Upstairs Restaurant portions of the Property at any particular time shall be used to compute the Percentage Rental and Special Percentage Rental, as applicable, payable by the Company to the City pursuant to this section. Each remittance to the City of the monthly consideration, as required, shall include the applicable amount of State of Florida sales and use tax. The Company covenants and agrees that goods and services offered and sold on the Property by the Company, its tenants or sublessees that pay percentage rent, may be regularly audited by the City and/or its designee, during normal business hours and in a manner in accordance with Paragraph 16, and that the full 17418312091219 686822 v 4 amount of Gross Receipts attributable to the subject Property shall not in any way be diverted to any other business or enterprise. The City shall also have the right, at its option, to seek a tenant estoppel certificate or other confirmation from any sublessee or sub -sublessee who pays rent on a flat fee basis to confirm the computation of the rents paid and the computation of Rental payments due hereunder. I A new Section 13.V is hereby added to the Lease, as follows:. V. Late Fees. i. The Company hereby acknowledges that late payment by the Company to the City of rent and other sums due hereunder will cause the City to incur costs not contemplated by this Agreement, the exact amount of which will be extremely difficult to ascertain. Accordingly, if any installment of rent or any other sum due from the Company shall not be received by the City within fifteen (15) days after the Company's receipt of written notice from the City that such payment was not made on the date on which such sum was due (each, a " Notice of Payment Due"), the Company shall pay to the City a late charge equal to S% of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs the City will incur by reason of late payment by the Company. Acceptance of such late charge by the City shall not constitute a waiver of the Company's default with respect to such overdue amount, nor prevent the City from exercising any of its other rights and remedies granted hereunder or at law or in equity. ii. Any amount not paid to the City within fifteen (15) days after the Company's receipt of a Notice of Payment Due shall bear interest at the rate of 12% per annum from its due date until paid. Payment of such interest shall not excuse or cure any default by the Company under this Agreement. — K. Section 19 is hereby amended to read as follows: Upon execution of the Assignment and Assumption of Lease by and between the Company and Bayshore Landing, LLC, notices shall be sent to the parties at the following addresses: 12 174183\2091219 686822 v 4 To the City: City of Miami City Manager 3500 Pan American Drive Miami, FL 33133 With codes to: City of Miami Director of Economic Development 444 SW 2 Avenue, 3 d floor Miami, FL 33130 City of Miami City Attorney 444 SW 2 Avenue, 9`h Floor Miami, FL 33130 To the Company: Bayshore Landing, LLC Robert W. Christoph, Jr. 300 Alton Road, Suite 303 Miami Beach, FL 33139 With conies to: Bayshore Landing, LLC Attn: Larry Rothstein 1870 S Bayshore Drive Miami, FL 33133 Wachovia Bank, NA Attn: Anita Aedo, Senior VP 200 S Biscayne Blvd, Suite 1500 Miami, FL 33131 Wachovia Bank, NA Mail Code 739 PO Box 13327 Roanoke, VA 24011 All Rental payments to the City shall be mailed to the following address: City of Miami Finance Department — Rent Collections 444 SW 2 Avenue, 61h Floor Miami, FL 33130 The City, the Company or the Leasehold Mortgagee may change such mailing addresses at any time upon giving the other party written notice. In every case where under any of the provisions of this Lease Agreement or otherwise it shall or may become necessary or desirable to make or give any declaration or notice of any kind, such notice shall be in writing and shall be sent by United States certified or registered mail, postage prepaid, return receipt requested, or by hand delivery, addressed to the above addresses. L. Section 21 of the Lease is hereby amended to read as follows: 21. Insurance: The Company shall maintain during the term of this Agreement the following insurance subject to the approval of the City of Miami, Department of Risk Management: 13 174183\209121 # 696822 w 4 (a) Property Insurance: "Special Form" property insurance form with extended coverage against loss or damage by earthquake, mudslide, windstorm, and flood. Amounts: Such coverage shall be in the following amounts: One Hundred Percent (100%) of the replacement cost on the building, business personal property and leasehold improvements (exclusive of foundation and excavation costs), lessee's alterations, improvements, fixtures, equipment, fumiture, trade fixtures and floor coverings, including the expense of removal of debris as a result of damage by an insured peril (collectively, the "insured property") on the property with a maximum deductible of one percent (1%) for all perils other than windstorm and Two percent (2%) of the insured value for the peril of windstorm. Such windstorm and flood insurance is to be provided to the extent commercially available. Notwithstanding the foregoing, the parties acknowledge and agree that coastal properties are often precluded from being insured by private insurers and that any casualty and windstorm insurance may have to be written through the Florida Joint Underwriters Association and/or other governmental or other insurance pool which may include certain prohibitions such as no replacement cost euvcrage. (b) Business Interruption Insurance: "Special Form" coverage with limits not less than the minimum annual rent, loss of profits, remuneration, and the debt service payments for the leasehold improvements during the full period of reconstruction following a loss. (c) Equipment Breakdown (Boiler and Machinery): Insurance covering repair and replacement of all boilers and machinery serving or benefiting the leasehold improvements. The policies of insurance shall be endorsed so as to provide use and occupancy coverage for the leasehold improvements in such amount as may be reasonably acceptable to the City. (d) Commercial General Liability Insurance: Commercial General Liability insurance on a commercial general liability coverage form with "broad form" coverage, or its equivalent, including contractual liability, products and completed operations, personal injury, liquor liability, and premises coverage, including parking lot coverage against sums adjudicated to be payable by the insured on account of bodily injury, death or property damage occurring in or about the property. 14 \74183\20912\ # 694822 v 4 Amounts: The limits of such coverage shall not be less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate single limit for bodily injury and property damage. The City must be included as an additional insured or additional loss payee, as applicable. (e) Marine Operators Lcgal Liability: Insurance with limits not less than One Million Dollars (1,000,000). The City must be included as an additional insured or additional loss payee, as applicable. (f) Property _Coverage Docks and Piers: All Risk including Windstorm and Flood subject to replacement cost with a maximum deductible of five percent (51%) on all perils including the peril of windstorm. Such windstorm and flood insurance is to be provided to the extent commercially available. Notwithstanding. the foregoing, the parties acknowledge and agree that coastal properties are often precluded from being insured by private insurers and that any casualty and windstorm insurance may have to be written through the Florida Joint Underwriters Association and/or other governmental or ether insurance pool which may include certain prohibitions such as no replacement cost coverage. (g) Automobile Liability: Automobile Liability insurance covering all owned, non -owned, and hired vehicles used in connection with operations covered by this lease. The policy or policies of insurance shall contain limits not less than Five Hundred Thousand ($500,000) combined single limit for bodily injury and property damage. The City shall be named as an additional insured or additional loss payee, as applicable, on this coverage. The requirements of this provision will be waived upon submission of a written statement from the Company that no automobiles are used to conduct business. (h) ;Worker's Compensation: Worker's Compensation and occupational disease coverage in the amounts and types required by Chapter 440, of the Florida Statutes. Only the Company shall be named as an insured. (i) Umbrella: The Company shall further maintain an excess liability umbrella policy with limits not less than a combined single limit of One Million Dollars ($1,000,000). (j) Required Policy Provisions: All policies of insurance required to be provided and obtained may not be amended, 15 174 1 8 312 09 1 21 9 686822 v 4 cancelled, or materially changed without thirty (30) days written notice to the City of Miami. Said notice should be delivered to the City of Miami, Division of Risk Management, 444 S.W. 2"d Avenue, 9'" Floor, Miami, Florida 33130, with a copy to City of Miami, Department of Economic Development, 444 S.W. 2"d Avenue, Miami, Florida 33130, or such address that may be designated from time to time. (k) Delivery: Current evidence of insurance coverage shall be supplied to the City of Miami Department of Risk Management with a copy to City of Miami Department Economic Development at the commencement of this Agreement, and a new evidence of insurance coverage shall be supplied at least Twenty (20) days prior to the expiration of each such policy. Insurance policies required above shall be issued by companies authorized to do business under the Iaws of the State of Florida, with the following qualifications as to management and financial strength: the company should be rated "A" as to management and no less than class "V" as to financial strength, in accordance with the latest edition of Best's Key Rating Guide, or the company holds a valid Florida Certificate of Authority issued by the State of Florida, Department of Insurance, and be a member of the Florida Guarantee Fund. Receipt of any documentation of insurance by the City or by its representatives, which indicates less coverage than required, does not constitute a waiver of the Company's obligation to fulfill the insurance requirenxents hereof. The insurance coverage required shall include those classifications as listed in standard liability insurance manuals which most nearly reflect the operations of the Company. (1) Rip—ht to amend Insurance requirements; The City reserves the right to reasonably amend the insurance requirements according to usual and customary standards in the insurance industry as circumstances dictate in order to protect the interest of the City in this Lease Agreement. (m) Endorsement: The insurance policies required by this Agreement shall be endorsed as follows: "It is agreed that in the event of any claim or suit against the insured for damages covered by this policy, the insurance company will not deny liability by the use of a defense based on governmental immunity." 16 174183\2611210 686822 v 4 M. Section 30 of the Lease is hereby amended to read as follows 30. Fledge of Leasehold Interest; Leasehold Mortgage: 30.1 Definitions. For purposes of this Section 30, the following words shall have the meanings set forth below: (a) "Leasehold Mortgage" means a mortgage, deed of trust, or other instrument which constitutes, or any security interest given in connection therewith, which together constitute an encumbrance or lien upon the Company's leasehold estate or any part of it, or any related personal property, and Company's interest in the leasehold improvements (including the Company's interest as sublessor in any present or future subleases and any other interest of the Company in the leasehold improvements and personal property) as security for any loan, including the Company's construction loan provided that a Leasehold Mortgage shall not encumber the City's fee simple interest in the Property. (b) "Leasehold Mortgagee" means any holder of the Leasehold Mortgage and note or notes secured by it. 30.2 Fledge of Leasehold Interest (a) The Company may pledge its leasehold interest as security for industrial development bonds provided the quality of the assignee or pledge is approved by the City Manager which approval may not be unreasonably withheld. This section shall under no circumstances be construed to require the City to participate in the financing or the proposed redevelopment improvements. The City shall fully cooperate with the Company in respect to the reasonable requirements of Company's lender. (b) Notwithstanding the provisions set forth in Section 31 hereof and further provided that the City has not notified the Company in writing that an event of default has occurred which remains uncured, the Company shall have the right during the term of this Lease, to encumber the Company's leasehold interest by Leasehold Mortgage, for the purpose of acquisition financing, securing the financing of construction costs of leasehold improvements or the long-term financing or any refinancing of the same, provided that such Leasehold Mortgage shall not encumber the City's leasehold estate in the State Lease Property nor its fee simple title to the remainder of the Property. Notwithstanding anything to the contrary in this Section or in this Lease, it is expressly agreed by and between the City and the Company, and (by acceptance 17 174 J U2o9121 # 686822 v 4 of the Leasehold Mortgage) any Leasehold Mortgagee that the Company's right to place a Leaschold Mortgage against the Company's leasehold interest is subject to the following: I. At the time the Leasehold Mortgage is made, the Company has not been notified of any event of default under this Lease which remains uncured. 2. No Leasehold Mortgagee or anyone claiming by, through or under the Leasehold Mortgage, shall by virtue of it, acquire any ,greater rights in the Property than the Company has under this Lease. 3. The Leasehold Mortgage shall be expressly subject and subordinate to all conditions and covenants of this Lease and to the rights of the City and the State as to the State Lease Property. The Leasehold Mortgagee of any Leasehold Mortgage and the owner of any indebtedness secured by the Leasehold Mortgage, upon acquiring the Company's Ieasehold interest shall take the same subject to the terms, covenants and provisions of this Lease. 4. The Leasehold Mortgage shall expressly provide that the Leasehold Mortgagee shall notify the City of default by the Company under the Leasehold Mortgage prior to commencing foreclosure proceedings. 5. That any right or remedy available to any Leasehold Mortgagee as provided in this Section 30 shall be deemed to apply in all respects to any designee or nominee of such Leasehold Mortgagee. 6. That the City shall execute and deliver to any Leasehold Mortgagee a non -disturbance agreement in form and substance reasonably satisfactory to such Leasehold Mortgagee and the City. 7. That except as expressly prohibited by the provisions of this ---Section 30, any Leasehold Mortgage may be upon such terms and conditions as the Company and Leasehold Mortgagee may agree. 8. In no event may the amount of such leasehold financing (or refinancing) when made exceed the greater of: (a) Eighty percent (80%) of the fair market value of the leasehold interest and all the leasehold improvements thereon, or (b) Eighty percent (80%) of the Replacement Costs ("Replacement Costs" are defined as the total construction costs in the future for replacing and/or replacing and improving the leasehold improvements on the Property), The Company shall deliver to City promptly after execution by the Company a true and verified copy of any Leasehold Mortgage, and/or any amendment, modification or extension is \74183\20912\ # 696822 v 4 thereof, together with the name and address of the owner and holder thereof The Company may not encumber the Company's leasehold interest as security for any indebtedness of the Company with respect to any real or personal property now or hereinafter owned or leased by the Company other than the leasehold interest and leasehold improvements. 9. During the continuance of any Leasehold Mortgage until such time as the lien of any Leasehold Mortgage has been satisfied, and provided a true and verified copy of such Leasehold Mortgage (and any amendments, modifications or extension thereof) shall have been delivered to the City Manager together with a written notice of the name and address of the owner and holder thereof as provided in Section 30(b) above. (a) The City shall not agree to any mutual termination nor accept any surrender of this Lease (except upon the expiration of the term hereof). In addition, the City shall not consent to any material amendment or modification of this Lease, or waive any rights or consents it may be entitled to pursuant to the terms hereof, without the prior written consent of Leasehold Mortgagee, which consent shall not be unreasonably delayed or withheld. (b) Notwithstanding any default by the Company in the performance or observance of any covenant, condition or agreement of this Lease on the part of the Company to be performed or observed, the City shall have no right to terminate this Lease even though a default or an event of default under this Lease shall have occurred and be continuing, unless and until the City Manager shall have given Leasehold Mortgagee written notice of such default or event of default; and Leasehold Mortgagee shall have failed to remedy such default or to acquire the Company's leasehold interest created hereby or to commence foreclosure or other appropriate proceedings in the nature thereof, all as set forth in, and within the time specified by this Section 30. (c) Subject to the provisions of subparagraph (d) immediately below, Leasehold Mortgagee shall have the right, but not the obligation, at any time prior to termination of this Lease, to pay all of the rent and other payments due hereunder, to provide any insurance, to pay any taxes and make any other payments, to make any repairs and improvements, to continue to construct and complete the leasehold improvements, and do any other act or thing required of the Company hereunder, and to do any act or thing which may be necessary and proper to be done in the performance and observance of the covenants, conditions and agreements hereof to prevent the termination of this Lease. All payments so made and all things so done and performed by t9 174183%209121 # 686822 v 4 Leasehold Mortgagee shall be as effective to prevent a termination of this Lease as the same would have been if made, done and performed by the Company instead of by Leasehold Mortgagee. Any act or inaction by a Leasehold Mortgagee shall be at the sole discretion of the Leasehold Mortgagee. (d) Should any event of default under this Lease occur, Leasehold Mortgagee shall have sixty (60) days, or such additional time as is reasonably necessary to diligently cure same, after receipt of written notice from the City Manager setting forth the nature of such default, to remedy same and, if the default is such that possession of the Property may be reasonably necessary to remedy the default, Leasehold Mortgagee shall, within one hundred fifty (150) days after receipt of such written notice from the City Manager, commence and diligently prosecute a foreclosure action or such other proceeding as may be necessary to enable Leasehold Mortgagee to obtain such possession; provided that (i) Leasehold Mortgagee shall have fully cured any default in the payment of any monetary obligations of the Company under this Lease within such sixty (60) day period and shall continue to pay currently such monetary obligations as and when the same are due, (ii) the Leasehold Mortgagee shall within six (6) months of the date that it takes possession of the Property employ an Acceptable Operator, subject to the approval of the City Manager which approval shall not be unreasonably withheld, conditioned or delayed, for the continued operation of the Property and leasehold improvements, under the terms and conditions of this Lease, and (iii) the Leasehold Mortgagee shall have acquired the Company's leasehold interest created hereby or commenced foreclosure or other appropriate proceedings in the nature thereof within such one hundred and fifty (150) day period, and shall be diligently and continuously prosecuting any such proceedings to completion. All rights of the City Manager to terminate this Lease as the result of the occurrence of any event of default shall be subject to and conditioned upon the City Manager having first given Leasehold Mortgagee written notice of such default and Leasehold Mortgagee having failed to remedy such default or acquire the Company's leasehold interest created hereby or commence foreclosure or other appropriate proceedings in the nature thereof as set forth in and within the time period specified by this subparagraph (d). (e) An event of default under this Lease which in the nature thereof cannot be remedied by Leasehold Mortgagee shall be deemed to be remedied if. (i) within one hundred and fifty (150) days after receipt of written notice from the City Manager setting forth the nature of such default, Leasehold Mortgagee shall have 20 1741831209121 H 696822 v 4 acquired the Company's leasehold interest or commenced foreclosure or other appropriate proceedings in the nature thereof; (ii) Leasehold Mortgagee shall diligently and continuously prosecute any such proceedings to completion; (iii) within sixty (64) days after receipt of written notice of default from the City Manager setting forth the nature of such default, Leasehold Mortgagee shall have fully cured any default which does not require possession of the Property, including a default in the payment of any monetary obligations of the Company under this Lease, and shall thereafter continue to faithfully perform all such obligations which do not require possession of the Property; and (iv) within six (6) months after Leasehold Mortgagee shall have gained possession of the Property, Leasehold Mortgagee shall have employed an Acceptable Operator and shall continue to employ an Acceptable Operator throughout the Lease term. (f) If the Leaschold Mortgagee is prohibited by any process, or injunction issued by any court, or by reason of any action by any court having jurisdiction of any bankruptcy, debtor rehabilitation or insolvency proceedings involving the Company from commencing, or prosecuting foreclosure or other appropriate proceedings in the nature thereof, the times specified in subparagraphs (d) and (e) above for commencing or prosecuting such foreclosure or other proceeding shall be extended for the period of such prohibition; provided that Leasehold Mortgagee shall have fully cured any default including a default in the payment of any monetary obligations of the Company under this Lease, and shall continue to perform currently such obligations as and when the same fall due, and provided that Leasehold Mortgagee shall diligently attempt to remove any such prohibition. (g) The City Manager shall mail to Leasehold Mortgagee a duplicate copy by certified mail of any and all notices: (i) which the City may from time to time give to or serve upon the Company pursuant to the provisions of this Lease, and (ii) which the City shall have received from the State of Florida with regard to the State Agreements. No notice by the City Manager to the Company hereunder shall be deemed to have been given unless and until a copy thereof has been mailed to the Leasehold Mortgagee. (h) Foreclosure of a Leasehold Mortgage or any sale thereunder, whether by judicial proceedings or by virtue of any power of sale contained in the Leasehold Mortgage, or any conveyance of the leasehold interest to Leasehold Mortgagee (or an entity owned or controlled by it) by virtue or in lieu of the foreclosure or other appropriate proceedings in the nature thereof, 21 %74183120911 N 6869122 v 4 or by reason of an action by a court having jurisdiction of any bankruptcy, debtor rehabilitation or insolvency proceedings involving the Company, shall not require the consent of the City or constitute a breach of any provision of, or a default under, this Lease. Upon such foreclosure, sale or conveyance, the City shall recognize Leasehold Mortgagee, an entity owned or controlled by it, or other foreclosure sale purchaser as tenant hereunder; provided, that Leasehold Mortgagee, an entity owned or controlled by it or other foreclosure sale purchaser shall qualify as or shall employ an Acceptable Operator within six (6) months of the date of such foreclosure, sale or conveyance, and shall continue to qualify as or employ an Acceptable Operator throughout the term of this Lease. Said Acceptable Operator shall be subject to approval by the City Manager which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything herein to the contrary, the Leasehold Mortgagee, an entity owned or controlled by it, or other foreclosure sale purchaser, shall not become liable for the performance or observance of any covenants or conditions to be performed or observed by the Company, unless or until the Leasehold Mortgagee, an entity owned or controlled by it, or other foreclosure sale purchaser acquires possession of the leasehold estate. Such Leasehold Mortgagee, an entity owned or controlled by it, or other foreclosure sale purchaser acquiring the leasehold estate shall be liable for the performance and observance of the terms, covenants and conditions of this Lease for so long as such Leasehold Mortgagee, an entity owned or controlled by it, or other foreclosure sale purchaser owns such leasehold estate. Further, provided, that in the event there are two or more Leasehold Mortgages or foreclosure sale purchasers (whether the same or different Leasehold Mortgages), the City shall have no duty or obligation whatsoever to determine the relative priorities of such Leasehold Mortgages or the rights of the different holders thereof and/or foreclosure sale purchasers. (i) Nothing contained herein or in any Leasehold Mortgage shall be deemed or construed to relieve the Company from the full and faithful observance and performance of its covenants, conditions and agreements contained herein, or from any liability for the non -observance or nor! -performance thereof, or to require or provide for the subordination to the lien of such Leasehold Mortgage of any estate, right, title or interest of the City in or to the Property, the leasehold improvements or this Lease. Nothing in this Lease Agreement shall be deemed an agreement on the part of the City to subordinate its leasehold estate in the State 22 \74 1 8312 09 1 2\ # 686922 v 4 Lease Property or its fee simple interest in the remainder of the Property to the lien of any Leasehold Mortgage placed on the Company's leasehold interest. U) The City hereby subordinates and waives any and all liens on and security interests in the Company's property which the City may now have or may be entitled to in the future pursuant to Florida Statutes §83.08, to any and all liens and security interests which the Leasehold Mortgagee may now or hereafter have on the Company's property as security for any loan(s) now or hereafter made by the Leasehold Mortgagee to the Company relating to the Property. The City hereby agrees that this subordination and waiver shall be self -operative as to any future lien(s) or security interest(s), which the Leasehold Mortgagee may acquire on the Company's property as security for any loan(s) to the Company relating to the Property, and no further instrument of waiver shall be required. N. Section 31 of the Lease is hereby amended to read as follows: 31. Assignment and Subletting of Premises or Transfer of Stock: The Company shall not at any time during the term of this Lease Agreement assign this Lease Agreement or sublet any portion or part thereof, except and by virtue of written authorization granted by the City Manager. Said authorization shall not be unreasonably withheld, conditioned or delayed. The foregoing requirement shall not apply to sub -teasing space to subtenants of the Company, or their respective subtenants, provided that any such sublease is not for (i) the entire Leased Premises, (ii) the entire Retail Facilities, as defined herein, (iii) the entire Marina, (iv) the Restaurant (currently known as Monty's Raw Bar), located on the ground floor of the Property, as such establishment currently exists or as it may be expanded in the future, or (v) any other sublease that will need an occupational license for a restaurant in "order to operate its business within the proposed subleased premises. The Company agrees that all such subleases shall be in writing and shall provide for the payment of rents that are not substantially below the then fair market value of similar facilities in the Coconut Grove area of the City of Miami. Provided, however, that in the event the Company does not self manage the Restaurant and/or the Retail Facilities, the Company shall be permitted to sublease not more than 2,000 square feet of the Retail Facilities to any sublessee managing one or more of the Essential Services, at a rate that is not less than $9 per square foot. 23 \74193\2,0912\ # 686822 v 4 The Company is a limited partnership authorized to do business in the State of Florida, and agrees that it will not transfer any partnership interests or change any general partners during the term of this Agreement until such transfer or change is approved by the City Manager of the City, which approval shall not be unreasonably withheld, conditioned or delayed. Bayshore Landing, LLC ("Bayshore") is a limited liability company and upon execution of the Assignment and Assumption of Lease with Grove Marina Market, Ltd., Bayshore shall become the "Company" for the purposes of this Lease. Bayshore agrees that, except as provided below, it will not transfer any membership interests in, or change managers of, Bayshore during the term of this Agreement until such transfer or change is approved by the City Manager of the City, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Bayshore shall be permitted to transfer membership interests in the Company and change managers so long as either the Christoph Family Trust or HMG Bayshore, LLC has a controlling interest in the Company and the management thereof. In the event a corporation were to become the "Company" for the purposes of this Lease, that corporation shall not be permitted to transfer any of its stock in the corporation or change the management thereof during the term of this Agreement until such transfer or change is approved by the City Manager of the City, which approval shall not be unreasonably withheld, conditioned or delayed. O. A new Sedion 38 is hereby added to the Lease, as follows.- 38. ollows: 38. Discharge of Mechanics Liens. The Company shall not suffer or permit any mechanics liens to be filed against the fee simple title to the Property, nor against the Company's leaschold estate or the improvements, by reason of the work, labor, services or materials supplied or claimed to have been supplied to the Company or any sublessee. The Company shall obtain releases or waivers of the contractor, subcontractors and any other persons furnishing work and materials discharging all liens and claims for all work and materials furnished and similar releases from the architect or other recipient in the case of payments out of the funds to the architect or other recipient. Nothing in this Agreement shall be construed as constituting the consent or request of the City, expressed or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of any labor or the furnishing of any materials for any specific improvement, alteration or repair of or to the Property or the Ieasehold improvements. If any mechanics lien shall at any time be filed against the Property including the leasehold improvements, the Company shall cause it to be discharged of record or transferred to bond or contested within thirty (30) days or such additional time as reasonably necessary after the date the Company has knowledge of its filing. If the Company shall fail to discharge or transfer to bond 24 \74183\20912', # 696822 v 4 or contest a mechanics lien within that period, then in addition to any other right or remedy, the City may, but shall not be obligated to, discharge the lien either by paying the amount claimed to be due or by procuring the discharge of the lien by deposit in court or bonding, or in the event the City shall be entitled, if it so elects, to compel the prosecution of any action for the foreclosure of the mechanics lien by the lienar and to pay the amount of the judgment, if any, in favor of the lienor with interest, costs and allowances with the understanding that all amounts paid by the City shall constitute additional rent due and payable under this Agreement and shall be repaid to the City by the Company immediately upon rendition of an invoice or bill by the City. The Company shall not be required to pay or discharge any mechanics lien so long as the Company shall in good faith proceed to contest the lien by appropriate proceedings and if the Company shall have given notice in writing to the City of its intention to contest the validity of the lien and upon request of the City, if necessary to protect the City's fee simple interest, shall furnish and keep in effect a surety bond of a responsible and substantial surety company reasonably acceptable to the City or other security reasonably satisfactory to the City in an amount sufficient to pay one hundred ten percent of the arnount of the contested lien claire with all interest on it and costs and expenses, including reasonable attorneys fees, to be incurred in connection with it. P. A new Section 39 is hereby added to the Lease, as follows: 39. Safety: The Company and each of its sublessees shall allow the City inspectors, agents or representatives the ability to monitor compliance with safety precautions as required by federal, state or local laws, rules, regulations and ordinances. By performing these inspections the City, its agents, or representatives are not assuming any liability by virtue of these laws, rules, regulations and ordinances. The Company and its sublessees shall have no recourse against the City, its agents or representatives from the occurrence, non-occurrence or result of such inspection(s). Simultaneously with the assignment of this Agreement, the Company shall contact the City's Risk Management Department Safety Unit in writing to coordinate such inspection(s). Q. A new Section 40 is hereby added to the Lease, as follows: 44. Americans With Disabilities Act: The Company and each of its sublessees shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA"), including Titles I and I1 of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. The City shall not require the Company to make improvements or renovations not otherwise required by ADA or other 25 `74183U091Z1 s 686822 v 4 applicable law. Additionally, the Company shall, and shall require that each of its sublessees, take affirmative steps to ensure nondiscrimination in the employment of disabled persons. R. A new Section 41 is hereby added to the Lease, as follows:. 41. Condemnation: 41.1 Definitions. For purposes of this Section 41, the following words shall have the meanings set forth below: (a) "Date of Taking" means the earlier of: (i) the date on which actual possession of all or less than all of the Property and leasehold improvements, as the case may be, is acquired by any lawful power or authority pursuant to the provisions of applicable law, or (ii) the date on which title to all or less than all of the Property and leasehold improvements, as the case may be, has vested in any lawful power or authority pursuant to the provisions of applicable law. (b) "Net Condemnation Award" means the actual amount of the award paid in connection with or arising from the acquisition or other taking of all or less than all of the Property and leasehold improvements, as the case may be, less all reasonable out-of-pocket expenses incurred by the City, the Company or any Leaschold Mortgagee in connection with obtaining such award, including, without limitation, all reasonable attorneys' fees and disbursements incurred in connection therewith. 41.2 Entire Property "Taken by Condemnation. In the event that all of the Property and the leasehold improvements (or such portion thereof as shall, in the good faith opinion of the Company, render it economically unfeasible to effect restoration thereof for its intended purpose) shall be taken for any public purpose by the right of condemnation, the exercise of the power of eminent domain or shall be conveyed by the City and the Company acting jointly to avoid proceedings of such taking, the Rental pursuant to this Lease shall be prorated and paid by the Company to the Date of Taking or conveyance in lieu thereof, and this Lease shall terminate and become null and void as of the Date of Taking or such conveyance; and the amount of damages resulting to the City and the Company, respectively, and to their respective interests in and to the Property, the leasehold improvements, and in connection with this Lease, shall be separately determined and computed by the court having jurisdiction and separate awards and judgments with respect to damages to 26 17418312091 Z 9 686922 v 4 the City and the Company, respectively, and to each of their respective interests, shall be made and entered. In the event that a court shall make a single Net Condemnation Award without separately determining the respective interests of the City and the Company, and if the City and the Company shall not agree in writing as to their respective portions of an award within thirty (30) days after the date of the final determination by the court of the amount of it, the City and the Company agree to submit the matter to the court on stipulation for the purpose of a judgment determinative of their respective shares. In any event, the City shall be entitled to receive its reversionary interest in the Property and leasehold improvements and the City's present value of Rental due under the terms of the Lease Agreement. The Company shall be entitled to an award for the value of the: Company's leasehold estate in the Property and the leasehold improvements, which a buyer willing but not obligated to buy, would pay therefor in an arms length transaction. In no event shall the Company be entitled to compensation for any fee ownership interest in the Property at the time of condemnation. 41.3 Partial "faking of Property by Condemnation. (a) In the event less than all of the Property and/or leasehold improvements shall be taken for any public use or purpose by the right or the exercise of the power of eminent domain, or shall be conveyed by the City and the Company acting jointly to avoid proceedings of such taking, and the Company shall be of the good faith opinion that it is economically feasible to effect restoration thereof, then this Lease and all the covenants, conditions and provisions hereunder shall be and remain in full force and effect as to all of the Property not so taken or conveyed (except as provided in subsection 41.4). Subject to the rights of the Leasehold Mortgagee, the Company shall to the extent the proceeds of the Net Condemnation Award are made available to it, pursuant to the terms hereof, remodel, repair and restore the leasehold improvements so that they will be comparable to the leasehold improvements prior to the condemnation, taking into consideration the fact of the condemnation; provided, however, that in so doing, the Company shall not be required to expend more than the amount of any Net Condemnation Award actually received by the Company. (b) The Net Condemnation Award allowed to the City and the Company shall be paid to and received by the parties hereto as follows: 27 1741811249121 # 686822 v 4 (i) There shall be paid to the City the value of the portion of the land so taken, which land shall be valued as if unimproved and unencumbered; (ii) There shall be paid to the Company any amount by which the Company's profits and value of the Company's interest in this Lease have been reduced by the taking; (iii) There shall be paid to the Company the amount required to complete the remodeling and repairs to the leasehold improvements pursuant to (a) above; (iv) The City and the Company shall be paid portions of the balance of the Net Condemnation Award or awards, if any, which are allocable to and represented by the value of their respective interest in the Property as found by the court in its condemnation award. In the event that a court shall make a single Net Condemnation Award without separately determining the respective interests of the City and the Company, and if the City and the Company shall not agree in writing as to their respective portions of such award within thirty (30) days after the date of the final determination by the court of the amount of it, the City and the Company agree to submit the matter to the court on stipulation for the purpose of a judgment determinative of their respective shares. 41.4 Adjustment of Minimum Annual Guaranteed Rental Upon Partial Taking. In the event a part of the Property and the leasehold improvements thereon, if any, shall be taken for any public use or purpose by the exercise of the power of eminent domain, or shall be conveyed by the City and the Company acting jointly to avoid proceedings of such taking, then Rental pursuant to this Lease Agreement shall be paid by the Company to the Date of Taking or conveyance in lieu thereof, and after such date the Minimum Annual Guaranteed Rental for the remainder of the Property shall be reduced by an amount equal to the Minimum Annual Guaranteed Rental then in effect multiplied by the percent by which gross receipts is affected by such taking. 41.5 Deposit of Condemnation Award with Escrow Agent. Unless the effect of a condemnation proceeding shall be to terminate this Lease Agreement by operation of law or as provided in Section 41.2 above, and except as may be provided in any Leasehold Mortgage to, or agreement with, any Leasehold Mortgagee described in Section 34 above, any Net Condemnation Award made in respect of the 28 1741 U209121 # 686822 v 4 leasehold improvements in a condemnation proceeding shall be deposited with the Leasehold Mortgagee as escrow agent (unless Leasehold Mortgagee refuses to act as such, in which case the City and the Company shall select a bank to serve as escrow agent) to be disbursed for the cost of restoring the leasehold improvements and for related purposes. 41.6 Rights of Leasehold Mortgagee. The City and the Company shall not settle or compromise the amount or division of any Net Condemnation Award in any condemnation proceeding without any Leasehold Mortgagee's reasonable consent. Any Leasehold Mortgagee of the Company shall be entitled to appear in any condemnation proceedings and make claim for the share of any award to which the Company is entitled by the terms of this Section. 41.7 Temporary Taking. In the event that all or any portion of the leasehold improvements or the Property shall be taken by the right of condemnation or the exercise of the power of eminent domain for governmental use or occupancy for a temporary period, this Lease Agreement shall not terminate and the Company shall continue to perform and observe all of its obligations (including the obligation to pay Rental as provided throughout this Lease Agreement) as though the temporary taking had not occurred except only to the extent that it may be prevented from so doing by the terms of the order of the authority which make the temporary taking or by the conditions resulting from the taking, including the loss of its possession of all or any part of the leasehold improvements or the Property. In the event the temporary taking for governmental occupancy is for a period entirely within the term of this Lease Agreement, then the Company shall be entitled to receive the entire amount of any Net Condemnation Award made for the taking, whether paid by way of damages, rent or otherwise. If the period of governmental occupancy extends beyond the termination of the Lease term, the City shall be entitled to receive that portion of the Net Condemnation Award allocable to the period beyond the termination of the Lease term. The amount of any Net Condemnation Award payable to the Company, on account of a temporary taking of all or any part of the leasehold improvements, shall be deemed a part of the Company's leasehold estate for all purposes in this Lease Agreement. If the Net Condemnation Award does not separately determine the amount applicable to the taking of the interest of the City in this Lease Agreement and in the leasehold improvements and if the City and the Company shall not agree in writing as to their respective portions of such award, then the City and the Company shall submit the matter to the court on stipulation for the purpose of a judgment determinative of the interest of the parties. 29 174183UD9121 # 686822 v 4 S. The City and the Company agree that the 1991 Memorandum is hereby superseded and replaced by this Amendment. T. Exhibit C: Exhibit C of the Lease Agreement is hereby deleted in its entirety and replaced with Exhibit C-1, attached hereto and made a part hereof. Any and all references to Exhibit C shall hereinafter be deemed to refer to Exhibit C-1. In addition to the public parking spaces provided in Exhibit C-1, the Company shall have the right to use, on a non-exclusive basis and in common with the public, the parking spaces located in: (i) the waterfront users' parking lot immediately adjacent to the Property at 2600 South Bayshore Drive, and (ii) the public parking lot at the corner of South Bayshore Drive and Pan American Drive. In the event any of the above spaces are no longer available for the Company's use, the City shall provide an alternative parking space(s) to fulfill its obligations in accordance with Section 11 of this Lease. 4. Release of City: The Company, for itself, and its heirs, successors and assigns, does hereby absolutely and irrevocable waive, and remise, release, acquit, satisfy and forever discharge the City of Miami and its respective elected officials, officials, employees, administrators, agents, consultants, committees and members thereof, whether public employees or private citizens, and their respective heirs, executors, administrators, personal representatives, successors and assigns (the "Released Parties"), of and from, any and all causes of action, actions, suits, obligations, liabilities, debts, dues, sums of money, costs, losses, penalties, fines, expenses (including attorney's fees), damages, judgments, claims and demands whatsoever which the Company, or any of its successors or assigns, now has, ever had, or may have in the future, whether asserted or unasserted, against the Released Parties, or any of them, by reason of any matter, cause or thing whatsoever relating to, or arising out or in connection with or resulting in any manner from, this Lease, the State Lease or the Waiver. 30 1741831209121 9 686922 v 4 5. No lmnlied Modifications: Except as specifically provided herein, all of the terms and provision of the Agreement shall remain in effect. IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Lease Agreement on the day and year first above written. ATTEST: Priscilla A. " hompson, 'lty Clerk Approved As To Form And Correctness: Maria J. ChiaAjueelim City Attorney Approved As To Insurance Reyuiret Dania Carrillo, tsk Manager City of Miami, a rt:eipal corporfftipn of the Staf Flori a 7 By: cl ` J e rriola, City Manager "'- Gy Ql" [REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY] 31 1741831209121 N 686822 v 4 Grove Marina Market, Ltd., a Florida limited liability company By: Grove Marina Market, Inc., a Florida corporation, its general partner By: Juarvt,UY4Kcn, President WEES: Sinature F -'S' w 1 iTF h�u x3t (TISRt Name S' nature Print Name 32 \741831209121 # 686822 v 4 EXHIBIT A-1 LEGAL DESCRIPTION OF THE PROPERTY PARCEL L LOTS 20,21 AND 22 AND THE NORTHEASTERLY HALF OF LOT 23, BLOCK 43, OF "SAMUEL RHODES PLAT OF NEW BISCAYNE", ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK "B" AT PAGE 16, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; LESS THE NORTHWESTERLY 4 FEET THEREOF, AS RIGHT-OF-WAY DEDICATED TO THE CITY OF MIAMI. PARCEL 2: A PARCEL OF SUBMERGED LAND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: (COMMENCE AT THE NORTHERLY CORNER OF LOT 20, BLOCK 43, OF "SAMUEL RHODES PLAT OF NEW BISCAYNE", ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK "B" AT PAGE 16, OF THE PUBLIC RECORDS OF MIAMI-DADE COUN'T'Y, FLORIDA, THENCE SOUTH 40 DEGREES 23 MINUTES 32 SECONDS EAST ALONG THE NORTHERLY LINE OF SAID LOT 20 AND ITS SOUTHEASTERLY PROLONGA'T'ION THEREOF FOR 691,46 FEET, MORE OR LESS, 1'0 A POINT OF INTERSECTION WITH THE MIAMI-DADE COUNTY BULKHEAD LINE, (U.S. HARBOR LINE) AS RECORDED IN PLAT BOOK 74, AT PAGE 3 (SHEET 5), OF TI -IE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, SAID POINT BEING THE POINT OF BEGINNING OF THE FOLLOWING DESCRIBED PARCEL OF SUBMERGED LAND; THENCE CONTINUE SOUTH 40 DEGREES 23 MINUTES 32 SECONDS EAST ALONG THE SAID SOUTHEASTERLY PROLONGATION OF THE NORTHEASTERLY LINE OF LOT 20 FOR 270.0 FEET; THENCE SOUTH 49 DEGREES 33 MINUTES 29 SECONDS WEST FOR 166.94 FEET, MORE, OR LESS TO THE POINT OF INTERSECTION WITH THE SOUTHEASTERLY PROLONGATION OF THE SOUTHWESTERLY LINE OF THE NORTHEASTERLY 112 OF SAID LOT 23, BLOCK 43; THENCE NORTH 40 DEGREES 23 MINUTES 32 SECONDS WEST ALONG THE SOUTHEASTERLY PROLONGATION OF THE SOUTHWESTERLY LINE OF THE NORTHEASTERLY 1/2 OF SAID LOT 23 FOR 183.76 FEET, MORE OR LESS, TO A POINT OF INTERSECTION WITH THE SAID MIAMI-DADE COUNTY BULKHEAD LINE THENCE NORTH 21 DEGREES 41 MINUTES 51 SECONDS EAST ALONG SAID MIAMI-DADE COUNTY BULKHEAD LINE (U.S. HARBOR LINE) FOR 184.53 FEET, MORE OR LESS; "THENCE NORTH 49 DEGREES 33 MINUTES 29 SECONDS EAST ALONG SAID MIAMI-DADE COUNTY BULKHEAD LINE FOR 3.87 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. PARCEL 3: LOT 24 AND THE SOUTHWESTERLY HALF OF LOT 23, BLOCK 43, OF "SAMUEL RHODES PLAT OF NEW BISCAYNE", ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK "B", AT PAGE 16, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; LESS THE NORTHWESTERLY 4 FEET THEREOF, AS RIGHT-OF-WAY DEDICATED TO THE CITY OF MIAMI. PARCEL 4: A PARCEL OF SUBMERGED LAND IN BISCAYNE BAY IN SECTION 22, TOWNSHIP 54 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA, LYING SOUTHEASTERLY OF AND ABUTTING LOT 24 AND THE SOUTHWESTERLY ONE-HALF OF LOT 23 (LESS THE NORTHERLY 4 FEET THEREOF) OF BLOCK 43 OF "SAMUEL RHODES AMENDED MAP OF NEW BISCAYNE", AS RECORDED IN PLAT BOOK "B", PAGE 16, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE SOUTHWESTERLY CORNER OF SAID LOT 24, SAID CORNER BEING IN THE MEAN HIGH WATER LINE OF BISCAYNE BAY; THENCE SOUTH 40 DEGREES 23 MINUTES 32 SECONDS EAST ALONG THE SOUTHEASTERLY EXTENSION OF THE SOUTHWESTERLY LINE OF SAID LOT 24, A DISTANCE OF 538.57 FEET TO A POINT IN THE BULKHEAD LINE ESTABLISHED FOR THIS AREA AS SHOWN ON MAP IN PLAT BOOK 74, PAGE 3 (SHEET 5), OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE NORTH 21 DEGREES 41 MINUTES 51 SECONDS EAST ALONG SAID BULKHEAD LINE A DISTANCE OF 84.87 FEET TO THE INTERSECTION WITH THE SOUTHEASTERLY EXTENSION OF NORTHEASTERLY LINE OF THE SAID SOUTHWESTERLY ONE-HALF OF LOT 23; THENCE NORTH 40 DEGREES 23 MINUTES 32 SECONDS WEST ALONG SAID SOUTHEASTERLY EXTENSION A DISTANCE OF 497.47 FEET TO THE MEAN HIGH WATER LINE OF BISCAYNE BAY; THENCE SOUTHWESTERLY ALONG SAID MEAN HIGH WATER LINE. BOUNDARY OF SAID SOUTHWESTERLY ONE-HALF OF LOT 23 AND OF SAID LOT 24, A DISTANCE OF 75.00 FEET, MORE OR LESS, TO THE POINT OF BEGINNING, PARCEL 5: A PARCEL OF SUBMERGED LAND MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTHEASTERLY EXTENSION OF THE SOUTHWESTERLY LINE OF LOT 24, BLOCK 43, OF THE PLAT OF "NEW BISCAYNE AMENDED", AS SHOWN IN PLAT BOOK "B", AT PAGE 16, ,OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA WITH THE. MIAMI-DADE COUNTY BULKHEAD LINE AS SHOWN IN PLAT BOOK 74, AT PAGE 3, (SHEET 5), OF THE PUBLIC RECORDS OF MIAMI- MIAMI-DADE COUNTY, FLORIDA; THENCE RUN NORTH 21 DEGREES 41 MINUTES 51 SECONDS EAST ALONG SAID BULKHEAD LINE FOR A DISTANCE OF 84.87 FEET, TO ITS INTERSECTION WITH THE SOUTHEASTERLY EXTENSION OF THE NORTHEASTERLY LINE OF THE SOUTHWESTERLY 1/2 OF LOT 23, BLOCK 43 OF THE AFORESAID PLAT OF -NEW BISCAYNE AMENDED"; THENCE RUN SOUTH 40 DEGREES 23 MINUTES 32 SECONDS EAST ALONG THE SOUTHEASTERLY EXTENSION OF SAID NORTHEASTERLY LINE OF THE SOUTHEASTERLY 1/2 OF LOT 23 FOR A DISTANCE OF 283.73 FEET (285.72 FEET CALCULATED) TO A POINT; THENCE RUN SOUTH 49 DEGREES 36 MINUTES 28 SECONDS WEST FOR A DISTANCE OF 115.68 FEET (114.64 FEET CALCULATED) TO A POINT; THENCE RUN NORTH 40 DEGREES 23 MINUTES 32 SECONDS WEST FOR A DISTANCE OF 225.0 FEET TO A POINT ON THE MIAMI-DADE COUNTY BULKHEAD LINE; THENCE NORTH 21 DEGREES 41 MINUTES 51 SECONDS EAST ALONG SAID BULKHEAD LINE FOR A DISTANCE OF 44.86 FEET TO THE POINT OF BEGINNING OF THE HEREIN DESCRIBED TRACT OF SUBMERGED LAND. (SEE DEED 19448, RECORDED IN DEED BOOK 3130, PAGE 260). PARCEL 6: A PARCEL OF SUBMERGED LAND IN BISCAYNE BAY IN SECTION 22, TOWNSHIP 54 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA, LYING SOUTHEASTERLY OF LOTS 20, 21, 22 AND THE NORTHEASTERLY HALF OF LOT 23, BLOCK 43, "RHODES NEW BISCAYNE AMENDED", ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK "B", AT PAGE 16, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHWEST CORNER OF THE SE 114 OF SECTION 15, TOWNSHIP 54 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA; THENCE NORTH 87 DEGREES 30 MINUTES 21 SECONDS EAST, ALONG THE SOUTH LINE OF THE SE 114 OF SAID SECTION 15, FOR A DISTANCE OF 34.46 FEET TO A POINT ON THE MONUMENT LINE OF KIRK STREET, AS ESTABLISHED BY THE CITY OF MIAMI, FLORIDA; THENCE SOUTH 38 DEGREES 09 MINUTES 56 SECONDS EAST, ALONG THE SAID MONUMENT LINE OF KIRK STREET, FOR A DISTANCE OF 128.73 FEET TO A POINT ON THE MONUMENT LINE OF SOUTH BAYSHORE DRIVE, AS ESTABLISHED BY THE CITY OF MIAMI, FLORIDA; THENCE SOUTH 51 DEGREES 56 MINUTES 48 SECONDS WEST, ALONG THE SAID MONUMENT LINE OF SOUTH BAYSHORE DRIVE, FOR A DISTANCE OF 1,528.96 FEET TO THE INTERSECTION THEREOF WITH THE PROLONGATION NORTHWESTERLY OF THE NORTHEASTERLY LINE OF LOT 20, BLOCK 43 OF "RHODES NEW BISCAYNE AMENDED", PLAT BOOK "B", AT PAGE 16, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE SOUTH 40 DEGREES 23 MINUTES 32 SECONDS EAST, ALONG THE PROLONGATION NORTHWESTERLY OF THE NORTHEASTERLY LINE OF THE SAID LOT 20 AND ALONG THE NORTHEASTERLY LINE OF THE SAID LOT 20 FOR A DISTANCE OF 724.46 FEET TO THE INTERSECTION THEREOF WITH THE MIAMI-DADE COUNTY BULKHEAD LINE, AS ESTABLISHED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA (POINT OF BEGINNING); THENCE SOUTH 49 DEGREES 33 MINUTES 29 SECONDS WEST, ALONG THE SAID MIAMI-DADE: COUNTY BULKHEAD LINE FOR A DISTANCE OF 3.97 FEET; THENCE SOUTH 21 DEGREES 41 MINUTES 51 SECONDS WEST, ALONG THE SAID MIAMI-DADE COUNTY BULKHEAD LINE, FOR A DISTANCE OF 184.49 FEET TO THE INTERSECTION WITH THE PROLONGATION SOUTHEASTERLY OF THE SOUTHWESTERLY LINE OF THE NORTHEASTERLY HALF OF LOT 23 OF SAID BLOCK 43; THENCE NORTH 40 DEGREES 28 MINUTES 32 SECONDS WEST, ALONG THE PROLONGATION SOUTHEASTERLY OF THE SOUTHWESTERLY LINE OF THE NORTHEASTERLY HALF OF THE SAID LOT 23 FOR A DISTANCE OF 497.6 FEET, MORE OR LESS, TO THE FACE OF AN EXISTING CONCRETE BULKHEAD; THENCE NORTHEASTERLY ALONG THE FACE OF AN EXISTING CONCRETE BULKHEAD LINE, FOR A DISTANCE OF 10 FEET MORE OR LESS; THENCE SOUTHEASTERLY, ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 82 FEET, MORE OR LESS; THENCE NORTHEASTERLY ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 53.9 FEET, MORE OR LESS; THENCE SOUTHEASTERLY ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 74.3 FEET, MORE OR LESS; THENCE NORTHEASTERLY ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 12 FEET, MORE OR LESS; THENCE NORTHWESTERLY, ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 52 FEET, MORE OR LESS; THENCE NORTHEASTERLY, ALONG THE FACE OF AN EXISTING BULKHEAD, FOR A DISTANCE OF 17 FEET, MORE OR LESS; THENCE SOUTHEASTERLY, ALONG THE FACE OF AN EXISTING BULKHEAD, FOR A DISTANCE OF 156,75 FEET, MORE OR LESS; THENCE NORTHEASTERLY, ALONG THE FACE OF AN EXISTING BULKHEAD, FOR A DISTANCE OF 31 FEET, MORE OR LESS, THENCE NORTHWESTERLY, ALONG THE FACE OF AN EXISTING BULKHEAD, FOR A DISTANCE OF 19 FEET, MORE OR LESS; THENCE NORTHEASTERLY FOR A DISTANCE OF 33 FEET, MORE OR LESS, TO A POINT IN THE PROLONGATION SOUTHEASTERLY OF THE NORTHEASTERLY LINE OF THE SAID LOT 20; THENCE SOUTH 40 DEGREES 23 MINUTES 32 SECONDS FAST, ALONG THE PROLONGATION SOUTHEASTERLY ON THE NORTHEASTERLY LINE OF THE SAID LOT 20 FOR A DISTANCE OF 164.4 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. PARCEL 7: A PARCEL OF SOVEREIGNTY LAND, NOW FILLED, LYING IN BISCAYNE. BAY IN SECTION 22, TOWNSHIP 54 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHWEST CORNER OF THE SE 114 OF SECTION 15, TOWNSHIP 54 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA; THENCE NORTH 87 DEGREES 30 MINUTES 21 SECONDS EAST, ALONG THE SOUTH LINE OF THE SE 1/4 OF THE SAID SECTION 15, FOR A DISTANCE OF 34.46 FEET TO A POINT ON THE MONUMENT LINE OF KIRK STREET, AS ESTABLISHED BY THE CITY OF MIAMI, FLORIDA; THENCE SOUTH 38 DEGREES 09 MINUTES 56 SECONDS EAST, ALONG THE SAID MONUMENT LINE OF KIRK STREET, FOR A DISTANCE OF 128.73 FEET TO A POINT ON THE MONUMENT LINE OF SOUTH BAYSHORE DRIVE, AS ESTABLISHED BY THE CITY OF MIAMI, FLORIDA; THENCE SOUTH 51 DEGREES 56 MINUTES 48 SECONDS WEST, ALONG THE SAID MONUMENT LINE OF SOUTH BAYSHOREE. DRIVE, FOR A DISTANCE OF 1,528.96 FEET TO THE INTERSECTION THEREOF WITH THE PROLONGATION NORTHWESTERLY OF THE NORTHEASTERLY LINE OF LOT 20, BLOCK 43 OF "RHODES NEW BISCAYNE AMENDED", PLAT BOOK "B", AT PAGE 16, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE SOUI°H 40 DEGREES 23 MINUTES 32 SECONDS EAST, ALONG THE PROLONGATION NORTHWESTERLY OF THE NORTHEASTERLY LINE OF THE SAID LOT 20 AND ALONG THE NORTHEASTERLY LINE OF THE SAID LOT 20 FOR A DISTANCE OF 323 FEET MORE OR LESS TO A POINT ON THE ORIGINAL HIGH TIDE LINE OF BISCAYNE BAY AS SAID HIGH TIDE LINE I.S SHOWN ON THE SAID PLAT OF RHODES NEW BISCAYNE AMENDED; (POINT OF BEGINNING) THENCE CONTINUE SOUTH 40 DEGREES 23 MINUTES 32 SECONDS EAST ALONG THE PROLONGATION SOUTHEASTERLY OF THE NORTHEASTERLY LINE OF THE SAID LOT 20; FOR A DISTANCE OF 237 FEET, MORE OR LESS, TO THE EXISTING HIGH TIDE LINE OF BISCAYNE BAY; THENCE SOUTHWESTERLY, MEANDERING THE HIGH TIDE LINE OF BISCAYNE BAY FOR A DISTANCE OF 33 FEET, MORE OR LESS, TO A POINT ON THE FACE OF AN EXISTING BULKHEAD; THENCE SOUTHEASTERLY ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 19 FEET, MORE OR LESS; THENCE SOUTHWESTERLY ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 31 FEET, MORE OR LESS; THENCE NORTHWESTERLY, ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 156.75 FEET, MORE OR LESS; THENCE SOUTHWESTERLY ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 17 FEET, MORE OR LESS; THENCE SOUTHEASTERLY ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 52 FEET, MORE OR LESS; THENCE SOUTHWESTERLY ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 12 FEET, MORE OR LESS; THENCE NORTHWESTERLY ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 74.3 FEET, MORE OR LESS; THENCE SOUTHWESTERLY ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 53.9 FEET, MORE OR LESS; THENCE NORTHWESTERLY ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 82 FEET MORE OR LESS TO A POINT ON THE ORIGINAL HIGH TIDE LINE OF BISCAYNE BAY AS SHOWN ON THE SAID PLAT OF "NEW BISCAYNE AMENDED"; THENCE NORTHEASTERLY MEANDERING THE SAID ORIGINAL HIGH TIDE LINE OF BISCAYNE BAY FOR A DISTANCE 4 OF 157 FEET, MORE OR LESS TO THE POINT OF BEGINNING. AND ALL LANDS ALSO DESCRIBED IN WARRANTY DEED DATED APRIL 17, 1968 AND FILED IN OFFICIAL RECORDS BOOK 5913, PAGES 253 AND 254 OF THE PUBLIC RECORDS OF DADE COUNTY, FLORIDA. THE AFORESAID PARCELS ARE TO USED AS AN EASEMENT FOR INGRESS EGRESS FOR THE FOLLOWING PARCELS OF SUBMERGED LAND: PARCEL A2: A PARCEL OF SUBMERGED LAND IN BISCAYNE BAY BEING IN SECTION 22, TOWNSHIP 54 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHERLY CORNER OF LOT 20, BLOCK 43 ,"RHODES AMENDED PLAT OF NEW BISCAYNE", ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK B, AT PAGE 16, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE SOUTH 40°23'32" EAST ALONG THE NORTHERLY LINE OF SAID LOT 20 AND ITS SOUTHEASTERLY PROLONGATION THEREOF FOR 691.46 FEET, MORE OR LESS, TO A POINT OF INTERSECTION WITH THE MIAMI-DADE COUNTY BULKHEAD LINE (U.S. HARBOR LINE) AS RECORDED IN PLAT BOOK 74, AT PAGE 3 (SHEET 5), OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE CONTINUE SOUTH 40023'32" EAST ALONG THE SAID SOUTHEASTERLY PROLONGATION OF THE NORTHEASTERLY LINE OF LOT 20 FOR 270.0 FEET; THENCE SOUTH 49°33'29" WEST FOR 41.09 FEET, MORE OR LESS TO THE POINT OF BEGINNING OF THE HEREIN DESCRIBED SUBMERGED PARCEL OF LAND; THENCE SOUTH 39'25'15" EAST, 90.15 FEET; THENCE SOUTH 5034'45" WEST, 92.00 FEET; THENCE NORTH 39°25'15" WEST, 88.51 FEET; THENCE.. NORTH 49033'29" EAST, 92.01 FEET TO THE POINT OF BEGINNING. CONTAINING 0.19 ± ACRES. PARCEL 131 A PARCEL OF SUBMERGED LAND IN BISCAYNE BAY BEING IN SECTION 22, TOWNSHIP 54 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE SOUTHEASTERLY EXTENSION OF THE SOUTHWESTERLY LINE OF LOT 24, BLOCK 43, OF THE PLAT OF "NEW BISCAYNE AMENDED", AS SHOWN IN PLAT BOOK "B", AT PAGE 16, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, WITH THE MIAMI-DADE COUNTY BULKHEAD LINE AS SHOWN IN PLAT BOOK 74, AT PAGE 3 (SHEE-T 5), OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE RUN S 21°41'51" W ALONG SAID BULKHEAD LINE FOR A DISTANCE OF 44.80 FEET TO THE POINT OF BEGINNING OF THE HEREIN DESCRIBED PARCEL OF SUBMERGED LAND; THENCE S 40023'32" E, 225.00 FEET; THENCE N 49°36'28" E, 92.14 FEET; THENCE S 40°23'32" E, 63.39 FEET; THENCE S 49136'28" W, 120.25 FEET; THENCE N 40°23'32" W, 273.50 FEET TO A POINT ON THE AFORESAID MIAMI-DADE COUNTY BULKHEAD LINE; THENCE N 21°41'51" E ON SAID BULKHEAD LINE, 31 Al FEET TO THE POINT OF BEGINNING. CONTAINING 0.315 ACRES. 5 PARCEL C2: A PARCEL OF SUBMERGED LAND IN BISCAYNE BAY BEING IN SECTION 22, TOWNSHIP 54 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA, LYING SOUTHEAS'T'ERLY OF LOT 24, BLOCK 43, OF "SAMUEL RHODES PLAT OF NEW BISCAYNE", AS RECORDED IN PLAT BOOK "B", PAGE 16, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE SOUTHWESTERLY CORNER OF SAID LOT 24, SAID CORNER BEING THE MEAN HIGH WATER LINE OF BISCAYNE BAY; THENCE S 40°23'32"E ALONG THE SOUTHEASTERLY EXTENSION OF THE SOUTHWESTERLY LINE OF SAID LOT 24, FOR 538.57 FEET TO A POINT IN THE MIAMI-DADE COUNTY BULKHEAD LINE ESTABLISHED FOR THIS AREA AS SHOWN ON MAP IN PLAT BOOK 74, PAGE 3 (SHEET 5), OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE S 21°41'51" W ALONG SAID BULKHEAD LINE, 67.75 FEET TO A POINT ON THE SOUTHEASTERLY LINE EXTENSION OF THE SOUTHWESTERLY RIGHT-OF-WAY LINE OF AVIATION AVENUE; THENCE N 4002332" W, ALONG SAID SOUTHEASTERLY EXTENSION LINE OF SAID SOUTHWESTERLY RIGHT-OF- WAY LINE, 88.93 FEET; THENCE N 44°36'18" E, 25.98 FEET; THENCE N 40°23'32" W, 460.24 FEET; THENCE S 57°28'54" W, 26.23 FEET TO A POINT ON THE AFOREMENTIONED SOUTHEASTERLY EXTENSION OF THE SOUTHWESTERLY RIGHT-OF-WAY LINE OF AVIATION AVENUE; THENCE N 40°23'32 W ON THE AFOREMENTIONED EXTENSION OF THE AFORESAID RIGIIT-OF-WAY LINE, 25.24 FEET TO THE FACE OF AN EXISTING CONCRETE BULKHEAD; THENCE N 57°28'54" E ALONG THE FACE OF AN EXISTING CONCRETE BULKHEAD FOR A DISTANCE OF 60.57 FEET TO THE POINT OF BEGINNING. CONTAINING 0.49 + ACRES. p This huawnent Prepared By. Recurring Revenue Section Bureau of Public Land Administration 3900 Commonwealth Boulevard Mail Station No. 125 Tallahassee, Florida 32399 BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OF FLORIDA SOVEMONTY SUBMERGED LANDS LEASE MODIFICATION TO CORRECT LEGAL DESCRIPTION No.130034016 PA No. EXHIBIT B THIS LEASE is hereby issued by the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida, hereinafter referred to as the Lessor. WITNESSETH: That for and in consideration of payment of the annual lease fees hereinafter provided and the faithful and timely perfomiance of and compliance with all terms and conditions stated herein, the Lessor does hereby lease to CityofMjami, Florida hereinafter referred to as the Lessee, the sovereign lands described as follows: A parcel of sovereign submerged land in Section 22, Township 54 South, Range IJ Eas t, in is a e Ba , Miami -Dade County, containing ZU44 square feet, more or less, as is mofe particularly described and shown as Parcel C2 on Attachment A. dated July 27, 2004. TO HAVE THE USE OF the hereinabove described premises for a period of lQ years from lulu 1.2004, the effective date of this lease. The itmus and conditions on and for which this lease is granted are as follows., 1. USE QF PRQPFRTY; The Lessee is hereby authorized to operate an existing 34-gj p_dockitnpf6l;jlity exclusively to be used for the mooring of commercial and recreational vessels in conjunction with an upland corntnercial rnarina and restaurant, with fueling facilities with a sewage pumpout facility if it meets the regulatory requirements of the Deparunent of Environmental Protection or local authority, whichever entity applies the more stringent criteria, and with liveaboards as defined in paragraph 29, as shown as Parcel C2 and conditioned in Attachment A. All of the foregoing subject to the retraining conditions of this Lease. 2, LEASE FEES: The Lessee hereby agrees to pay to the Lessor an initial annual lease fee of S 1,952.98, plus sales tax pursuant to Section 212.031, Florida Statutes, if applicable, within 30 days of receipt of this fully executed lease. The annual fee for the rernaining years of the lease shall be adjusted pursuant to provisions of Section 1g-21.011, Florida Administrative Code. The Division of State Lands will notify the Lessee in writing of the amount and the due date of the annual payment. The least fee shall be remitted annually to the Division of State Lands as the agent for the Lessor, beginning with the effective and due date of this lease, and each year thereafter until the terrn of this lease terminates or expires. 3. WET SLIPRENTAL CERTIFICATION/SUPPLEMENTAL PAYMENT. The Lessee shall provide upon request by the Leaser any and all information in a certified form needed to calculate the lease fee specified in paragraph two (2) above, including the total amount of the gross receipts derived from the rental of wet slips, if applicable, When six percent (6%) of the gross receipts derived from the rental of wet slips exceeds the prorated base fee or minimum fee established pursuant to section 18-21.011, Florida Administrative Code, for any lease year during the term of this lease, the Lessor shall send the Lessee a supplemental invoice for the difference in the amounts for that lease year. 4, LTE FEE ASSESSMF TS; The Lessee shall pay a late charge equal to interest at the rate of twelve percent (12%) per annum from the due date until paid on any lease fees due hereunder which are not paid within 30 days of their due dates. 1 5, ATEnN OF LESSEE'S Rf ".JS; F nurposes of this lease, the Lessor is hereby specifically Guth, .d and empowerer` ; xamine, for tlt .,I this ' uding any extensions thereto plus three (3) additional , it all r--ast:nabl.: ir.._._, time book :cntracis. < ., rocuments confirming and pertaining to the computation ..:.nrtual lea,^ -, ^- , — -, Kph t -^ _ a4w. secure, maintain, and keep all records for the ;ca is +s (?' yrs. _ 5: __..., . ;ended for an additional two (2) years upon ,:a.s f>-- ir.;, a ...rt -rr;;ication purposes by the Lessor. r. ( r_, ,_ .._ TL -XT_ :?f -N, Lessee to use or occupy the leased premises only Id to umz approved use of the leased premises as defined mooring to rental of wet slips, from rental of wet slips to contractual 31!reemncnt W. . tcr,1Pr— v mnnrine ,•r..s. ^a '#rtur boats, true,:: ve ru environmenw, of cruis, 'rom rental of recrcatinnal pleasure craft to rental or -I;rmg cornu:.. ial to rental of wet slips, etc.), shall not change that was not considered in the original authorization or re. +ter c;; ,rge the type of use of the nparian uplands without first obtaining a regulatory pc;,tut, mf applicable, and the Lessor's written authorization in the form of a modified lease, the payment of additional fees, it -applicable, and, if applicable, the removal of any structures which may no longer qualify for authorization under the modified tease. li. PROPERTY RIGHTS: The I,cssee shall make no claim of title or interest to said lands hereinbefore described by reason of the occupancy or use thereof, and all title and interest to said land hereinbefore described is vested in the Lessor. The Lessee is ptohibited from including, or making any claim that purports to include, said lands described or the Lessee's leasehold interest in said lands into any form of private ownership, including but not Iirrated to any form ofcondominium or cooperative ownership, The Lessee is further prohibited ftom hulking any claim, including any advertisement, that said land, or the use $mcreof, may be purchased, sold, or re -sold. 4. 11s7EREST IN R -PROPERTY /luring the term of this lease, the Lessee shall maintain a leasehold or fee simple title interest in the riparian upland property and if such interest is terminated, the lease may be tertnininated at the option. of the Lessor. Prior to sale and/or termination of the Lessee's leasehold or fee simple title interest in the upland property, Lessee shall inform any potential buyer or transferee of the Lcssec`s upland property interest of the existence of this lease and all its terms and conditions and shall complete and execute any documents required by the Lessor to effect ani assignment of this lease, if consented to by the Lessor. Failure to do so will not relieve the Lessee from responsibihty for full compliance with the tertm and conditions of this lease which include, but are not limited to, payment of all fees andlor penalty assessments incurred prior to such act. Page _2_ of J4 Pages Sovereignty Submerged Lands Loasc No. 130034016 10. ASSIGNMENT QF LEASE.: This lease shall not be assigned or otherwise transferred without prior written consent of the Le sor or its duly authorized agent. Such assignmenttants, or other transfer shall be subject to the conditions and provisions af�management standards and applicable laws, rules and regulations in effect at that time. Any assignment or other transfer without prior written consent of the Lessor shall be null and void and without legal effect. The Lessor hereby consents to a sublease of the leased premises by and between the Lessee, as sublessor, and Grove Marina Market, Ltd. or Bayshore Landing, LLC, or their respective leasehold mortgagees, as sublessee. The Lessee agrees that it will not grant a sublease to any party other than Grove Marina Market, Ltd, or Bayshore Landing, LLC or their respective leasehold mortgagees without the prior written consent of the Lessor and the Lessor agrees that it will not unreasonably withhold consent. The Lessee hereby acknowledges that the sublease is and shall be at all times subject and subordinate to this lease. The Lessee shall ensure that the sublessee uses the leased prem ses only for the express purposes stated in paragraph I. of this lease, and perfortns and observes the covenants, conditions, and terns of this lease on the part of the Lessee to be performed and observed. 11. DDEMNIFICAT(ON('INVEST1GATION bF AI,I, CL_ AIMS The Lessee shall investigate all claims of every nature arising out of this lease at its expense. Each party is responsible far all personal injury and property darnage attributable to the negligent acts or ornissions of that parry and the officers, employees and agents thereof. Nothing herein shall be construed as an indemnity or a waiver of sovereign imi unity enjoyed by any party hereto, as provided in Section 768.28, Florida Statutes, as arnended, from time to time, or any other law providing limitations on claims. 12. WENT)i l Lessee waives venue as to any litigation arising from masters relaling to this lease and any such litigation between Lessor and Lessee shall be initiated and maintained only in Leon County, Florida. 13. NOTICES/COMPLIANCE,-FER(vI1NAT1QNI 'The Lessee binds itself, its successors and assigns, to abide by the provisions and conditions herein set forth, and said provisions and conditions shall be deemed covenants of the Lessee, it successors and assigns. In the event the Lessee fails or refuscs to comply with the provisions and conditions herein set forth, or in the event the lessee violates any of the provisions and conditions herein, or fails or refuses to ccrnply with the provisions and conditions herein set forth within 20 days of receipt of the Lessur's notice to correct, Ihis lease may be terminated by the Lxssor upon thirty {30) days written notice to Lesser, ]f canceled, all of the above-described parcel of land shall revert to the Lessor. Al costs and attarncys' fees incurred by the Lessor io enforce the provisions of this lease shall be paid by the Lessee. All notices required to be given to the Lessee by this lease of apphcabte law or adnunistrative rules shall be sufficient if sent by U.S. Mail to the following address: City of Mianrti Copy to: City of Miami Department of Economic Development City Attorney 444 SW 2"d Avenue, 3"d Floor 444 SW 2nd Avenue, 9" Floor Miami, Florida 33130 Miami, Florida 33130 The Lessee shall notify the Lessor by certified mail of any change to this address at least ten (10) days before the change is effective. 14, TAXES AND ASSESSMF,NT . The Lessee shall assume all responsibility for liabilities that accrue to the subject property or to the improvements thereon, including any and all drainage or special assessnwtitts or taxes ofevcry kind and description which arc now or may be hereafter lawfully assessed and levied against the subject property during the effective period of this lease. _ 15. N_ L1I, ANCES 6R ILLEGAj CiPERATION The Lessee shall not pern•.ii the leased premises or any part thctcof to be used or occupied for any purpose or business other than herein specified unless such proposed use and occupancy are consented to by the Lessor and the [case is modified accordingly, nor shall Lessee knowingly permit or stiffer any nuisances or illegal operations of any kind an the leased premises. 16. MC11t+"[ t`IANQE QF FACILITYIRIGHT T9[N$PECT: The Lessee shall maintain the leased premises in good condition, keeping the structures and equipment located thereon in a good state of repair in the interests of public health, safety and welfare. No dock or pier shall be constructed in any manner that would cause harm to wildlife. The leased premises shall be sub,'ect to impaction by the Lessor or its designated agent at any reasonable time. Page of 4 Pages Sovereignty Submerged Lands Lease No. i 3OW4016 t7- NON-DISMMINATION: The Lessee shall not discriminate against any individual because of that individual's race, color, religion, sex, national origin, age, handicap, or marital status with respect to any activity occurring within the area subject to this lease or upon (ands adjacent to and used as an adjunct of the leased area. During the lease term, the Lessee shall post and maintain the placard fiutuished to the Lessee by the Lessor in a prominent and visible location on the leased premises or adjacent business office of the Lessee. It shall be the responsibility of the Lessee to post the placard in a manner which will provide protection from the elements, and, in the event that said placard becomes illegible at any time during the term of this lease (including any extensions thereof), to notify the Lessor in writing, so that a replacement may be provided. IS, ENFORCEMENT OF PROVISIONS: No failure, or successive failures, on the part of the Lessor to enforce any provision, nor any waiver or successive waivers on its part of any provision herein, shall operate as a discharge thereof or render the same inoperative or impair the right of the Lessor to enforce the same upon any renewal thereofor in the event of subsequent breach or breaches. 19. PERMISSION GRANTED: Upon expiration or cancellation of this lease all permission granted hereunder shall cease and terminate. 20. RENEWAL PROVISIONS: Renewal of taus lease shall be at the sole option of the Lessor. Such renewal shall he subject to the terms, conditions and provisions of management standards and applicable laws, rules and regulations in effect at that time. In the event that Lessee is in full compliance with the terms of this lease, the Lessee may apply in writing for a renewal. Such application for renewal must be received by Lessor no sooner than 120 days and no later than 30 days prior to the expiration date of the original or current term hereof. The term of any renewal granted by the Lessor shall commence on the Iasi day of the previous lease term if the Lessee fails to timely apply for a renewal, or in the event the Lessor does not grant a renewal, the Lessee shall vacate the leased premises and remove all structures and equipment occupying and erected thereon at its expense. The obligation to remove all strucnues authorised herein upon termination of this lease shall constitute an affirmAiive covenant upon the riparian upland property more specifically described in Attachment a, which shall run with the title to said ripanan upland property, and shall be bumding upon Lessee and Lesser's successors in title or successors in interest. 21. REMOVAL O[ TRL'C 1 URES,AD 'ISTR FT>v 'S: If the Lessee does not remove said structures and equipment occupying and erected upon the leased premises after expirarion or cancellation of this Lease, such structures and equipment will be deemed forfeited to the Lessor, and the Lessor may authorize removal and may sell such forfeited structures and equipment after ten (10) days written notice by certified mail addressed to the Lessee at the address specified in Paragraph 13 or at such address on record as provided to the Lessor by the Lessee. However, such remedy shall be in addition to all other remedies available to the Lessor under applicable laws, rules and regulations including the right to compel removal of all structures and the right to impose administrative fires, 22. REMOVAL COSTSILIEN ON RIPARIAN UPLAND PROPERTY: Any costs incurred by the Lessor in removal of any structures and equipment constructed or maintained an state lands shall be paid by Lessee and any unpaid costs and expenses shall constitute a lien upon the interest of the Lessee in its riparian upland property enforceable in summary proceedings as provided by law. 23. RECORDATION OF LEASE: The Lessee, at its own expense, shall record this fully executed lease in its entirely in the public records of the county within which the lease site is located within fourteen (14) days after receipt, and shall provide to the Lessor within ten (10) days following the recordation a copy of the recorded lease in its entirety which contains the O.R. Boor and pages at which the lease is recorded. 24. RIPARIAN TUGHTS/FrNAL ADJUDICATION: In the event that any part of any structure authorized hereunder is determined by a final adjudication issued by a court of comptient jurisdiction to encroach on or interfere with adjacent riparian rigW Lessee agrees to either obtain written consent for the offending structure from the affected riparian owner or to remove the interference or encroachment within 60 days from the date of the adjudication. Failure to comply with this paragraph shall constitute a material breach of this [cue agreement and shall be grounds for immediate termination of this lease agtcemcnt at the option of the Lessor, Page 4 of 14 Pages Sovereignty Submerged Lands Lease No. 13Q034016 25. AMENDMENTSA4001FICATIONS: This lease is the entire and only agreement between the parties. Its provisions are not severable. Any amendment or modification to this tease must be in writing, must be accepted, acknowledged and executed by the Lessee and Lessor, and must comply with the rules and statutes in existence at the time of the execution of the modification or amendment. Notwithstanding the provisions of this paragraph, if mooring is authorized by this lease, the Lessee troy install boatlitts within the leased premises without formal modification of the lease provided that (a) the Lessee obtains any state or local regulatory permit that may be required; and (b) the location or size of the lift does not increase the mooring capacity of the facility. 26. AI)VERTISEMENTISIGNS/NON-WATER—DEPE—�fDEN7 ACTIVITI_ ES/ADDITIONAL ACTIVI'PIMMINOR ST 11CT!dRAL REPAIR& No permanent or ternporary signs directed to the boating public advertising the sale of alcoholic beverages shall be erected or placed within the leased area, No restaurant or dining activitiesare to occur within the leased area. Thu Lessee shall ensure that no permanent, temporary or floating structures, fences, docks, pilings or any structures whose use is not water -dependent shall be erected or conducted over sovereignty subnwged lands without prior written consent from the Lessor. No additional structures and/or activities including dredging, reloeation/realigumnt or major reps irs or renovations to authorized structures, shall be erected or conducted on or over sovereignty, submerged lands without prior written consent from the Lessor. Unless specifically authorized in writing by the Lessor, such activities or structures shall be considered unauthorized and a violation of Chapter 253, Florida Statutes, and shalt subject the Lessee to administrative fines under Chapter 1&-14, Florida Administrative Code. This condition does not apply to mirror structural repairs required to maintain the authorized structures in a good state of repair in the interests ofpub] ic health, safety or welfare; provided, however, that such activities shall not exceed the activities authorized by this agreement_ 27, ACOE AL)THORIZATIM Prior to commencement of construction and/or activities authorized herein, the Lessee shall obtain the U.S. Army Corps of Engineers (ACOS) permit if it is required by the ALOE. Any modifications to the construction and/or activities authorized herein that may be required by the ALOE shall require consideration by and the prior written approval of the Lessor prior to the commencement of construction and/or any activities on sovereign, submerged lands. 28. COMPLIANCE WITH FLORIDA LAM. On ur in conjunction with the use of the leased premises, the Lessee shall at all times comply with all Florida Statutes and all administrative rules promulgated thereunder. Any unlawful activity which occurs on the leased premises or in con}unciion with the use of the leased premises shall be grounds for the termination of this lease by the Lessor. 29. LIVEABOARDS: The term "livcaboard" is defined as a vessel docked at the facility and inhabited by a person or persons for any five (5) consecutive days Ora total often (10) days within a thirty (30) day period, if livesboards are authorized by paragraph one(]) of this lease, in no event shall such "liveaboard" status exceed six (6) months within any twelve (12) month period, nor shall any such vessel constitute a legal or primmy residence, 30. Qt6MRLZLQ VESSELS: During the term of this lease and any renewals, extensions, modifications or assignments thereof, Lessee shall prohibit the operation of or entry onto the leased premises of gambling cruise shops, or vessels that are used principally for the purpose of gambling, when these vessels are engaged in "cruises to nowhere," where tit: ships leave and return to the state of Florida without an intervening stop within another state or foreign country or waters witltin the jurisdiction of another state or foreign country, and any watercraft used to carry passengers to and from such Page of_L Pages Sovereignty Submerged Lands Lease No. l3l3Q 4015 wm� �8� rety fo -,IPtn I(-0, =oz of Witness . C_ Ori ' al gnature Florida Priat(fype Name of Witness BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OF FL A (SEAL) BY. !�65X; --7. — Dale Adana, Operations and Management Consultant Manager, Bureau of Public Land Administration, Division of State Lands, Deparmunt of Environmental Protection, as agent for and on bcbalfOf the Board of Trustees of the Internal Improvement Taut Fund of the State of "LESSOR" STATE OF FLORIDA COUNTY OF LEON The foregoing instrutnew was acknowledged before me this lx__ day of , 200 , by Milt Adgm, QRsratiom and Management Consultant M r B eau of ftblic Land Admi ' alio Diva i o State EbUmaWat v' tectio e[ o a d a 1 of the B f to s t t v t Fund of the State of Flor W, He is personally known to mce APPR D AS TO FORM ANP LEG4LITY; ` Z_ C 1,_, Notary Public, State of F arida DEP AWAuy Printed, Typed or Stamped Name Fta<Bnra L Dove My Commission Expires: , s 4yCOMM"s CC47450 DORS p, d O[I(Iblr It, lou w�aonr�um�n,..wr.NuK Carry tissionISerial No. -s-- - Attest; City of M iami. Florida _(SEAL) ���.-�� � �� i ff n.-, (h �}Pti. K,B '��✓ Vim/ f Original Signatur Original Sigtaature of Executing thdvh 16- Ytiscilla A. Thor>mson. City Clerk TypedlPrinted Name of Witness "PROVED AS TO FORINI ANq CORRECTNESS: +)a0l `) Otigi[ul Signa Typed/Printcd Name of Executing Authority vely ti CityMal>agcr Zrt A -,Fero Title of Executing Authority C,{ y Ma..a, f,— M" J, QjlM, InISAm Cily Attorney Typed/Printed Name of Witness ,LESSEE - STATE OF%Cr, 11? COUNTY OF D 110,2 1 �fo}eg0' iturrurnent was acknowledged before me this If v gf , N.1 >r , 20 by rsS , for and on behalf of the City oPMiao, Flo *...Ke is pe�1�O o rt`?i or who has produced , as identification. My Commission Expires: Commiaaion/5orial Page _¢., of 14 Pages Sovereipty Submerged Land Lease No, 130034016 MADELINE VALDES 4W'MA096N25, 20% i.aloNsarh'r' sti W,W =rw°,^ J;_. i"4' A -'t - - Yj a 42 010, 13. 7. 1.. st ww Midat • Nz jf , eN hiOR& co a Nb 16 Ac 71 0 0 40 f PARCEL A2 A parcel of subrnerged land in Blaen Bay being In Section 22. Township 54 South. Range 41 East MIAMI-0ADE County. Fknrida, beim mare particularty deserbW as NAaws' Commence * Me Northerty caTw of Lot 20, Block 43, 'RHODES AMENDF-D PLAT OF NEW BISCAYNE-, according to tw Plat thereof as recorder! in Plat Book B. at Page 18. of the Pubic Rocords of M"143ADE County, Fkrride; thence South 40'2332' Ea M along the Northerly line of said Lot 20 and is SotMeeaEeAy prolongation thereof for 661 AS fed. more or lana. to a Paint of Intersection vNth the Dade County bulidnead Pine (U -S. Harbor Line) as receded In Plat Book 74. Page 3 (Shae15). of the Public Records of MIAMI,— DE County, FWo* &once continue South 40'2337 East along the said Sout immrteriy prolongation of the Northeasterly Ilse of Lot 20 for 270.0 feat; thenSouth 49'33'29' West far 41.09 feet, mora or Ion to the Point d Beginning of the herein described subnherged part:W of land: thence South 39'257 5' East, 90.15 feet; thence Scutt 50'34'45' West, 92.00 feet; theme North 39'25`15' West 88.51 feat tier" North 49'33'28' East 92.015 feat to the Poirot of Beginning. Containing 0.193 Acres. PARCEL B2 A parcel of subrnarged land in 6istsyrhe Bay being in Sectia'h 22, Township 54 South, Range 41 East, MIAMI -DARE County, Florida, more particu" described as follows: Cortanw,,*g at the hessectfon of the Soutneaeterty extension of the Southwes" line of Lot 24, Block 43, of the Plat of 'NEW BISCAYNE AMENDED', as sthtz*vn in Plat Book -8% at Page 16. d to Pubic Records of MIAMI )ADE County, Florida, with the Dade County tuMead ins as shown in Plat Hook 74, at Page 3 (Sheet 4 of the Public Records of MIAMI-t7ADE County. Fiorkta; !once run S 21'41'51' W along saki bulkhead ins far a diatoms of 44.86 feet to the Point of Beginning of the herein described parcel of wAxnerged nand; thence 5 40'2:t'3Z' E, 225-00 teak t woo N 49'3918' E. 92.14 feel; thence S 40'23'32' E. 63.39 fear thence S 49'36'118' W. 120.25 teat; tthente N 40'2332" W, 273.50 feet to a point on the aforesaid MIAMI -DADS County tw3ldlead line: thence N 21'41'51 E on said buMisad Ane. 31.81 foot to the Point of Beginning- Containing 0.315t ores. PARCEL C2 (n 'v A parcel of subn>erged nand M Biscayne Bay in Section 22, Township 54 South, Range 41 East, MIAMI-DADE County. Florida, lying Sout>easterty of Lot 24, Block 43. of a `� M "SAMUEL RHODES PLAT OF NEW BISCAYNE', as recorded in Plat Book *B'. Page 16. of the Public Records of MIAMWADE County, Florida. being more particularty � d described as foliows: r' o Q O Begin at the 5outwesterly Caner of sold Lot 24. said oorner being in the mean high water line of Biscayne Bay: thence S 40'23'32' E along the Sauth08SWY extervion of the Sou%welderV line of said Lot 24, for 538.57 Met to a point in the kKWi- A County bulkhead eine astaNished for this a++aa as srrown on map in Plat Book 74, Page 3 [ t+4 (Sheet 5), of the Public Records of MI MI-DAC)E Cotu►ty, Florida; t+ence S 21'41'51' W ekxhg said busdhead line, 67.75 feet to a pD" on the Southeastorly Itne exon of a) 0 0 Me SouGiweslarfy Rfgtt-of-Wey tine of Aviatiah Avenue: d mw N 40'2337 W. akin said Soutivw arty extension Ane out said Sou t wastedy Right -&.Way $ine: 88.93 feet C z thanoe N 49'36'18' E, 25.98 feat; thence N 40'23'32' W. 460 4 feetthence thea S 57.28'54' W, 26-23 feet to a pointon the aforenhentiorhnd Soutneastedy extensionof to ro Soutt7wes" Rigf*4-Way km d Aviation Avenue; thw N 40'23'32' W on the aforementioned axtensian of the aforesaid Rightof-Way line, 25.24 feet to the face of an su rn existing concrete bulk head; tthence N 57'26'54- E along the face of an w ttlog concrete bulkhead for a distance of 60.57 last to the Point of Beginning. Containing 0.491 Acres ,� R SURVEYOR'S SEAL Unkm it ahem aw O rwhve rid to ariareM rm%ad war or t Fkx roamed arrvwywand nvww, +lir PnwwDQn 4 err Worw%dk %W p tpr w6- why and Is eat retie I F*AM n6*Y wd+'4d'rrndnnlr f+ a bet by t6- FLOP40A edrAD of LV4D XONVOM In Orin in0174L Fhhrtle MNHr+M.e C d k r.raxwa to tartan 47287, Ra eMaA— Th" no—mod—Ok w.Arp...t...r,r IFaa>'V m ow Od w warp mew"ww hair M Y r-7diLSON RWWWrod 3uvryv i M"w Alm 5604 8aaa d Fkx SHEET 2 OF 3 MOJARENA & ASSOCIATES, INC. Land SWveyors dr Mappers , S Celltfic;iirEe of Audwrt mbort No. 6898 12925 SW, 132nd Avenue Miami. Florida 33186 (305) VS -2494 II FLOOD ZONE: VE IBASE: 18 I 066-1244 _I Nd ioSeaie _ B.D. 1 0$-0048 QRWV SCALE iRs � y w i ' .IrwR.rr.w.wr rR�Yrw.�l.ra lR.i..r► •IA.rrw�•��w•..!•�+Fw.M..W.V.f.wl^i �R� �V.rrhYLAlMe.r�LYaWr�la .A err. •ry • i •� •�.e•rMR w iw.� R • .� �r • w w hWYr..i r R 1ruYL.r Y..�. r .wrM�..... — +.iY�!.VV. , k ..ywi.p�s . . �• .r.. +-.•...r.••.-�w.La.a.......rLwwr �r.Rnr•r r...w�»...�....w.. rw..r.+w�w..ri.ara warrrr ...��w.�r.w.r..Lwa.....wrwri...rr...�iw�w..w.�sww.wr.�wr��.�.w.r►rw. �+rrlr�+...�Anr r w w,a+rrrw.wr►.w.awrw r.n. ra..• r...... r. rrr wr I. w A• r ww.�. �.wrrrr. rwrr.�.r.ww wr... rr..P rs,r rl�rR r�.r•Aw3..I.wS..rr....r�.wrwrrJ4Rr�r...rrwrarrr......w+Yr.1i •�•..lwr� 'w:.s•r.+..w.Lrw.L..rtr.+..rw.w.Lsrs.r w.L..r.+.++w�.L..�r. w.�.r.w..rrr.,r.r.►+irr�e r1�r�rYi.a rrw..� �n�.! -rrf.i}.. Y.rww arr.a,.rrl.Y.e C..! frrrarY.rYrrr..r.r.r. Y.tr.�.y..•yrr rwM.l.�\.1..r rr.M.•wrf..y�wr/L.l.rrreu.Irr..wrlYr..rar...rwrw. wrrl w wr.rsra w.iwtia�r. `LarrL.—r•r.a�LYfltilr�.�Yl'VRRrwwwMflRl�.Yra.Mwwr.Rllliw.lrl[O.�.rrM.n•�. w+..1.�r.Ir.LI%M....w r.up.q. Y.�an.ww r.a rra.r.rrrr, a tir'wa. rrr•w rarw�rrra W Y..r.rr�. a.ra rrsswtrar.r.rw..w..ra..r to W LT SS 10 V' iL r'1 d Sd' O 'r r7 LJ H •r. V 4 r U M3 OJ A 0 to 4 J fG fn ic a to c, v%D tp mo a � M Q 4 Q CD 1� W r G p ArONNNrars+wr � O O vimwr+0sa4rsw w.s.�+.�s.w�ar baswkur;wa Aft X z U arrxw.rrr►ra 7K� w ars J% - r.lrrwrswwr.+r r+�rkr� stir na4r�wr wrrrrry�re�ier � vJ 410, wrrNrww "w u�v4rr;rra� AM r�u+r w aiT rt LSS3OUT PAAM ■ arat awl Sri �,..� aasNx L 4rMiD' t ♦ s„r MA* r j to vs T= 7j fL rrWe arpo vmswn vw wuw s ns �o�e.r+e�wrwver wvr 1 7L4AR r i M acaa w ..�. `�� •Z ►MC7.Q w�t ura loom rua�+.warrw.+v ��a�rr►a�,�ar Y` �� ]� 7AACaLt : s ;_,,,_.. �. �`•. _ _ — to !rW • !Nr C L 40 zx!Y f 9dNffdp4wwtiw� " �` p.L,0ar-wb tarry„ rte` .arm -.a�rr�?y�i _ s+�aw�}'�ts. �aa�rt •mar- yrr _ re��a� 4&4W LM r IN THE CIRCUIT COURT OF THE ELEVENTH Ci.^.CUIT, I:7 Alin pop nADE COUNTY, FLORIDA CIVIL ACTI40H GENERAL JURISDICTION DIVISION CASE NO. 717-153,12 CITY OF MIAMI, FLORIDA, a Florida municipal Corporation, Plaintiff, vs. O. B. MILEY, TRUSTEE for O. B. MILEY, II, under Testamentary Trust established in the Last Will and Testament of MARY R. MILEY, Deceased., ifendant . CONSENT FINAL JUDGMENT THIS CAUSE came before the court upon the Petition filed in this cause, the Answers of the Defendants, and the Settlement Stipulation between the parties filed in this cause; and the court being fully advised in the premises, it is CONSIDERED ORDERED and ADJUDGED that the taking of Parcel 1, as sought in this cause is for public use and purposes and the property sought to be taken is reasonably necessary for such public use and purposes, and it is further CONSIDERED ORDERED and ADJUDGED that the parties }ave duly and regulaily entered into a Settlement Stipulation waiving the right of trial, by jury on the issues of valuation and agreeing to the manner and amounts of full compensation which the court finds is reasonable and proper and within the contention of the parties, and it is further CONSIDERED ORDERED and ADJUDGED that full compensation for the taking of Parcel 1 shall be and is the sum of ONE MILLION TWO HUNDRED THIRTY-THREE THOUSAND FIVE HUNDRED and no/100ths ($1,233,500.00) DOLLARS as and for the fair market value of the fee ownership of said real estate; and the sum of SIXTY THOUSAND and no/100ths {$60,000.00} DOLLARS as and for Page 11 of 14 Pages COT' .,_ , • n n, _ _ the services of JOHN C. MARTIN, Esq, and payment of said awns ■hall he made in the following manner to the following persons. Payment to O. B. MILEY, Trustee within ten (10) days of the date of judgment, the sum of $100,000.00 Payment to JOHN C. MARTIN, attorney within ten (10) days of the date of judgment, the sum of 30,000.00 Ppyment to O. B. MILEY, Trustee or before one (1) year after lo d to of judgment, the sum of 160,000.00 Payment to JOHN C. MARTIN, attorney on or before one (1) year after date of judgment, the sum of 30,000.00 Payment to 0. B. MILEY, Trustee on or before two (2) years after date of judgment, the sum of 152,000.00 Payment to 0. B. MILEY, Trustee on or before three (3) years after date of judgment, the sum of 145,000.00 Payment to 0. B. MILEY, Trustee on or before four (4) years after date of judgment, the sum of 139,000.00 Payment to 0. B. MILEY, Trustee on or before five (5) years after date of judgment, the sum of 131,000.00 Payment to 0. H. MILEY, Trustee on or before six (6) years after date of judgment, the sum of 125,000.00 Payment to 0. B. MILEY, Trustee on or before seven (7) years after date of judgment, the sum of 117,000.00 Payment to 0. B. MILEY, Trustee on or before eight (8) years after date of judgment, the sum of 11.2,500.00 Payment of 0, S. MILEY, Trustee on or before nine (9) years after date of judgment, the Hurn of 52,000.00 and it is further CONSIDERED ORDERED and ADJUDGED that payment of full compensation for the ownership interest of the Defendant, BAYSHORE PROPERTIES, INC, shall be the granting of that Certain Attachment B _2 - Page 12 of 14 Pages. SELL No. 130034016 thirty (30) year lease agreement from the CITY of MIAMI, Plaintiff ,�to HAYSHORE PROPERTIES, INC., Defendant, entered into by said parties and heretofore filed in this cause as - Exhibit "A" of the Settlement Stipulation; and it is further CONSIDERED ORDERED and ADJUDGED that the Settlement Stipulation entered into between the parties and filed in this cause is ratified and confirmed and adopted as the order of this court. Jurisdiction is hereby reserved for the enforcement of this Final Judgment and said Stipulation of Settlement providing that this Judgment shall constitute a lien on the property acquired until fully paid and any levy of execution of this Judgment shall first apply to the property herein acquired and any unsatisfied balance shall then be enforceable in the same manner as any judgment in eminent domain proceedings under the laws of Florida; and it is further CONSIDERED ORDERED and ADJUDGED that fee simple title in and to Parcel 1, legally described as follows: Lot 24 and the SW'LY 25 feet of Lot 23, Block 43, RHODES PLAT OF NEW BISCAYNE, according to the plat thereof, recorded in Plat Book "B" at Page 16, of the Public Records of Dade County, Florida, less, however, a strip of land 4 feet in width off the NW'LY side thereof heretofore dedicated to the City of Miami, as described in Clerk's File 57R-11237. A Parcel of submerged land in Biscayne Bay Sec. 22-54-41 described as Lying SE'LY of and abutting Lot 24 and SW'LY 1/2 of Lot 23 (less N'ly 41) of Block 43 of SAMUEL RHODES AMENDED MAP OF NEW BISCAYNE, PB B/16, more particularly described as follows: Begin at SW'LY corner of said Lot 23, said corner being in the mean high water line of Biscayne Bay; thence S 40023132" E along SE'ly extension of 5W'ly line of Lot 24, a distance of 538.57' to a point in the Bulkhead Line established for this area shown on map in PB 74/3 (Sheet 5); thence N 21041'51" W along said Bulkhead Line a distance of 84.87 feet to the intersection with SE'ly 1/2 of Lot 23; thence N 400 23132" W along said SE'ly extension a distance of 497.47 feet to the mean high water line boundary of said SW'ly 1/4 of Lot 23 and of said Lot 24, a distance of 75.00 feet, M/L to the POB, as described in Clerk's File 68R-115129. together with improvements thereon, any and all rights appurtenant thereto, and together with any and all riparian rights. Attachment B -3- Page 13 of 14 Pages SSLL No. 130034016 Ehtl! vest '_n tha retitioner upon payment ?f t:he f4.=-nt ronicc provided above and possession thereof by the Petitioner shall be immediate upon such first payment. HONE and ORDERED in Chambers at Miami, Dade County, Florida, this :211— day of , Z977. EDWARD D, COWART C rcu t Judge copies to: Michel E. Anderson, Assistant City Attorney, City of Miami, Florida John C. Martin, Eeq., 110 East Fifth. Street, Tuscumbia, Ala. 35674 Brigham, Reynolds & Byrne, P.A., 2699 So. Bayshore Dr., Miami, F1. 33133 WZR • C WE 1% 0 SiATF OF FLO � ��'•r7�... �1o`\�jL COUNTY OF DA y, I HEREBY CERTIFY shei the ioragoing is a irue Ind corraI co,ly ai llie on, ;nil on fila In Ibis ollice $ illy hand .n i of ficial 5tal, ThiSadey o! ,A. A.D. 13 VIAB >ilEiiii, rru i end rta � 1 By ps Cleric Attachment B Page 14 of 14 Pages SSLL No. 130034016 WE 111 111111111111111111111111111111 IN CFN 2004Ri1701271 OR CK 225,2 09s 4690 - 4704; t15pist RECORDED 08/13/20'14 15:[39:U1 HARVEY RUVINP CLERK Of COURT, t1IA111-DA0E CDUHTYY FLORIDA EXHIBIT C BOARD OF TRUSTIES OF THE IN1'ERNAI. IMPROVEMENT T y OF THE STATE OF FLORIDA No. 19448-E a,�rtnElvDnlvT TO wAlvEIx OF DEED RSTRICTIO WHEREAS, the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida (formerly known as the Trustees of the Internal Improvement Fund of the State of Florida) conveyed to the City of Miami, a municipal corporation of the State of Florida, certain submerged bay bottom land in Biscayne Bay, as more particularly described in Trustees of the Internal Improvement Fund of the State of Florida Deed No. 19448, dated February 24, 1949, and recorded April 11, 1949, in Deed Book 3130, Page 260, Public Records of Miami -Dade County, Florida, and WHEREAS, the above-described deed contains a restriction that requires that the lands described therein be used "solely for public purposes, including municipal purposes and not otherwise" ("Public Purpose Restriction"); and WHEREAS, the Board of Trustees of the lntemal Improvement Trust Fund of the State of Florida granted Waiver of Deed Restrictions No. 19448-D dated December 12, 1983, and recorded May 26, 2004, in Official Records Book 22337, Page 1498, Public Records of Miami - Dade County, Florida, a copy of which is attached hereto as Exhibit "A" and by this reference made a part hereof, as to 29,424 square feet, more or less, of submerged bay bottom land in Biscayne Bay which is more particularly described therein for the sole purpose of allowing the City of ,Miami to enter into a lease agreement with Bayshore Properties, Inc., which was amended and subsequently assigned to Grove Marina Market, Ltd., a Florida limited partnership, for the construction mid operation of an expansion of existing docking facilities; and WHEREAS, it was recently discovered by the City of Miami that the legal description contained in Waiver of Deed Restrictions No. 19448-D does not include all of the submerged bay bottom land in Biscayne Bay currently being used and historically used by Grove Marina Market, Ltd.; and WBEREAS, the City of ,Miami wishes to lease the lands to Grove Marina Market, Ltd. for marina purposes, and in order to accomplish the same it is necessary to amend Waiver of Deed Restrictions No. 19448-D to accurately reflect the lands being used by Grove Marina Market, Ltd, a Florida limited partnership for the operation of existing docking facilities; and WIE-REAS, the City of Miami adopted Resolution No. 03-857 on July 24, 2003, which requests that the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida waive the Public Purpose Restriction contained in Trustees of the Internal Improvement Fund of the State of Florida Deed No. 19448 for the hereinafter described 58,887 square feet, more or less, of submerged bay bottom land in Biscayne Bay for the solc purpose of allowing the City of Miami to enter into a lease of these lands with Grove Marina Market, Ltd., a Florida limited partnership, for the operation of existing docking facilities. NOW, THEREFORE, it is hereby covenanted and agreed: That Waiver of Deed Restrictions No. 19448-D is hereby amended as follows: The Public Purpose Restriction contained in Trustees of the internalrgvtrriient Fund of the State of Florida Deed No. 19448, dated February 24, 1949, and recorded ' -Y 11,.1949, 45, Deed Book 3130, Page 260, Public Records of Miami -Dude County, Florida, is . by the Board of Trustees of the Intemal Improvement Trust Fund of the State of Florida as to an additional 58,887 square feet, more or less, of submerged bay bottom land in Biscayne Bay, which is more particularly described in Exhibit "B" attached hereto and by this reference made a part bcreof, for the sole purpose of allowing the City of Miami to enter into a lease agreement with Grove Marina Market, Ltd., a Florida limited partnership, for the operation of existing docking facilities as depicted on survey prepared by Mojarena & Associates, Inc., dated May 12, 2004, Job No. 03-0046 attached hereto as Exhibit "C" and by this reference made a part hereof. 2. For and in consideration of this Amendment to Waiver of Deed Restrictions for the 58,887 square feet, more or less, of submerged bay bottom land in Biscayne Day, which is more particularly described above, the City of Miami is responsible to pay an annual fee to the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida for the use of these lands. The annual fee for the first year shall be $5,388.16, which is computed at the rate of $0.0915 per square foot. The annual fee for each subsequent year shall be adjusted pursuant to provisions of Section 18-21.011, Florida Administrative Code. Any lapse of payment of the required fees by the City of Miami in excess of 30 days, will invalidate this Amendment to Waiver of Steed Restrictions and cause the waived Public Purpose Restriction to be reinstated as to the lands legally described in Section l above. Upon invalidation of this Amendment to Waiver of Deed Restrictions, all structures within the aforedescribed area not utilized in a manner consistent with the Public Purpose Restriction must be removed within 90 days of notification of invalidation by the Departrnent of Environmental Protection, Division of State Lands. 3. Except as expressly modified hereby, in each and every respect the terms of the original Waiver of Deed Restrictions No. 19438-D shall remain unchanged and the same are hereby ratified, approved and confirmed by the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida and the City of Miami as of the date of this Amendment to Waiver of Deed Restrictions. IN TESTIMONY WHEREOF, the members of the BOARD OF TRUSTEES OF THE INTERNAL. PaROVEMENT TRUST FUND OF THE STATE OF FLORIDA have hereunto subscribed their names and have caused the official seal of said BOARD OF TRUS THE 24TERNAL IIMTROVEMENT TRUST FUND OF THE STATE OF FI :eta be r �: hereunto affixed in the City of Tallahassee, Florida, on this the q day of A.Z)„ 20}44, (SEAL) _-M&ARQ OF TRUSTEES OF THE ,iNiEIRI!iAi ATROVEMENT . `MUSF-FUJ iD OF THE STATE ! -OF ft-PRMA► '. APPRQV D AS TQ FAR�AN•D LEGALITY By. _6M� DEP Attorne, BUSK CHARLIE CRIST ATTORNEY GENERAL TOM GALLA CHIEF FWANCLkL OFFICER CHARLES H. BRONSON COMMISSIONER OF AGRICULTURE As and Constituting the BOARD OF TRUSTEES OF THE LNTERNAL PAPROVEMENT TRUST FUND OF THE STATE OF FLORIDA IN WITNESS WHEREOF, the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida has cAsed this dment to Waiver of Deed Restrictions to be executed on this 42— day of 12004. Witnesses: Signature of Witness cd N ,off W�itnesss (�X 4) �7 U 0 V1t—' Signature of witness J Ss e�.� n� PrintedrTyped Name of Witness STATE OF FLORIDA COUNTY OF LEON BOARD OF TRUSTEE THE INTER.NL AL McROV N9 ;TRUST FUND HE A 5 By; Eva A st ng, EKeetor, Division of S e ds, Department of Environmental Protection, as agent for and on behalf of the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida The foregoing instrument was acknowledged before me this 'day of�1 2004, by Eva Armstrong, as Director, Division of State Lands, Department of Envir mental Protection, as agent for and on behalf of the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida. She is personally known to me. SEAL �/mo i — YX/ , X Signature of Notary ubl' , State of Florida Ara G laic 0" P rR� 1„ r! t�➢�C — Pubic wpm Am Commission Numb r: Commission Ex AAS- lock.! ern WM lDicb{r bK 19, M war S�pP 1!/.VAMMj W ACCEPTANCE Accepted by the City of Miami on the *� day of %�2004. (SEAL) City of Miami ATT riscilla A. Thompson City Clerk Approved As'ro Form And Correctness: 116 lnnl� Maria J. Chiaro Interim City Attorney STATE OF FLORIDA COUNTY OF MIAMI -DARE CITY OF MIAMI, a municipal corporation of the State of iorida Joe Arriola, City ManageW The foregoing instrument was acknowledged before me this ` ' day of JV1 9 2004, by Joe Arriola and Priscilla A. Thompson, as City Manager and City Clerk, respecGvefy, of of the City of Miami, a municipal corporation of the State of Florida, on behalf of the City, They are personally known to me or produce as identification. I No U#Public, State of Flrnda Ofelta E. Perez _ • ' e': Commission OD€Y221319 Expires: Jul 26, 2007 'yww?r MI " CA)-- 1- This Instrument Prepared by: Scott Woolain Department of Environmental Protection 3900 Commonwealth Boulevard Tallahassee, Florida 32399-3000 Printed/Typed/Stamped Name Commission No.: Commission Expires: -_J11111111111111111ME1111111111111 r=FN 2OQ4RO408184 DR Bk 22337 Fss 149E - 1.502; (Sats) RECORDED 05/26/2004 10+03303 HARVEY RUVIHo CLERK OF COURT MIAMI -DARE CDUN'TYF FLORIDA C 8 R T I F I G k T S The undersigned hereby certifies that she is the legal custodian of the records, surveys, plats, maps, field notes, patents and all other evidence touching the title and description of the public domain formerly filed in the Office of the United States Surveyor General, the United States Land Office at Gainesville, the State Land Office and the Office of the state of Florida Board of Trustees of the Internal Improvement Trust Fund; and acting pursuant to the authority vested' i r hereby certifies that the following attached document fi+u,ti. a and correct copies of the records on file in the of Board of Trustees of the Internal Improvement Trust F e of Florida: being Hoard of Trustees of the Internaiv dan rust Irtwd of the State of Florida Waiver of Deed�� drtric�i No. 19448-D dated December 12, 1483; IN WITNESS WHEREOF, I have hereunto set my hand, and have caused to be affixed hereto the Official Seal of the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida at its office in the City of Tallahassee on this the day of a � � 5 (SEAL) L State of Florida Kathy H. Mikius Board of Trustees Planning Manager of the Internal State of Florida Improvement Trust Department of Environmental Protection Fund EXHIBIT A \. � /C WAk%EI DFERESTItICTI2ljS. WHEREAS, the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida convoyed to thn City of Miami, is munici- pal corporation of the State of Florida, tertal n auhmerged hay bottom*, as more particulary deacrtbed in Truxteea of the tnternal Trust Fund Deed No. 19448, dated 'February 24, 1949, recorded April ll, 1949, in Dead look 3110 at Pegs 260 of the Public Records of Dade County, Tlor da, and N1IEREAS, the above-described Decd contains a restriction that the lands described therein are "granted, bargained, sold and conveyed to the City of Miami, for municipal purposes only". and WHEAEAS, the Copmfasion of the City of Miami adopted Resolur ion Ilo. 82-234 on the llth day of Hatch, 1982, approving in principle a Issas to Bay Shore Properties, Inc.. of 29,424 square feet, more or ,eos, of sub.ma rged bay bottom land in Biacayne Boy lying beyond the existing bulkhead lint; and WH2R8AS, the City Comaission has accepted the waiver of deed restrictions, granted by the Trustees of the Internal Improvement Trust Fund At their meeting of June 21, 1981, for the purpoee of leasing the hereinafter described submerged hay bottoms to Bay Shore Properties, Inc. for the construction and operation of an expansion of existing docking facilities. NOW, THEREF4tE, it to hereby covenanted and agreed: That the use restrlctlon "for municipal purposes only" set forth In the Trustees of the Internal Improvement Trust Fund Deed No. 19448, dated February 24, 1949, recorded in Deed Book 3130 At page 266 of the Public Records of Dade County, Florida, is hereby waived by the Trustees of the Internal Trust Fund an to the following described lands, for the sole purpose of allowing the City of Hia4i, a municipal corporation of the State of Florida, to enter into a lease agreement with Bay Shore Properties, Inc. for the purpose of permitting the construction of Additional docking facilities on tha following described lands to -wit: The usiver of the use restriction "for municipal purposes only" granted shall continue in effect during the life of the lease from the City of Miari to Bay Shore Properties, Inc., but the waiver shall ter- ,einate and cease to be effective upon cancellnt.fon of termination of said lease. Provided, however, that this waiver is executed subject to the following Specific stipulations and conditions as follows: CI) for and in conoideration of ti%ia Waiver of restrictions, the lessee, Bay Shore Properties, Inc., is responsible, for the City of Islami, to pay an annual fee to the hoard of Trustees of the Internal Improvement Trutt fund for the usu of 29,424 square feet, mora or lees. The annual fee of $1,324,08, computed at the rate of $0.045 per square foot, provided however, that the rate shall be automatically adjusted to a new rental fee upon adaption of a rule revising this rate and the revised rate shall be prospective for the remainder of the term of this waiver, and must be paid on or before the 2Lst of June for every succeeding year the Waiver remains in effect. Any lapse of payment of the required fees by Bay Shore Properties, Inc. in excess of 30 days, will invalidate this Waiver and cause the waived restrictions to be reinstated. Upon invalidation of this Waiver, all structures within the aforedescribed area not utilized in a manner consistent with the restrictions of Dead No. 19448 Rust be removed within ninety (90) days of notification of invalidation by the Department. Waiver of Decd Restriction l)aedpQ . 19448-0 Page,(2) - �YFt i) Cf�,` �p �'tr •S ,� r' •1 f! Beginning at the intersection of the SK'iy. extension of the SW'ly. line of Lot 24 Block 43 of the plot of New Biscayne And. as shown in Plat Book 8 nt Page 16 of the public C}c -• F: Records of Dade County, Florida %fith the Dada County Bulkhead line as shown in Plat Rook 74, Page 3, Sheet 5 of the Public Records of Dade County, Florida; thence run N 21' 41' 51" along said Bulkhead Linc, for a distance of 84.87', to its intersection with the SE'ly. Extension of the NE'ly. line of the SW'ly. lt2 of Lot 23 Black 43 of the aforesaid Plat of New BLecayne Aad.; thence run S 40' 23' 32" B along the SE'ly. extension of said N8'ly. line of the SE'ly. lh of Lot 23 for a distance of 283.72' to a point; thence run S 49' 36' 28" W for a distance of 115.68' to a point; thence run N 40' 23' 32" N for a distance of 225' to a point on the Dade County Bulkhead Line; thence N 21' 41' 51" E along said Bulkhead Line for a distance of 44,06' to the Point of Beginning of the herein dascribod tract of auhmergod lend. Containing .0675 acres, or 29,424 square fuet, more or lass. The usiver of the use restriction "for municipal purposes only" granted shall continue in effect during the life of the lease from the City of Miari to Bay Shore Properties, Inc., but the waiver shall ter- ,einate and cease to be effective upon cancellnt.fon of termination of said lease. Provided, however, that this waiver is executed subject to the following Specific stipulations and conditions as follows: CI) for and in conoideration of ti%ia Waiver of restrictions, the lessee, Bay Shore Properties, Inc., is responsible, for the City of Islami, to pay an annual fee to the hoard of Trustees of the Internal Improvement Trutt fund for the usu of 29,424 square feet, mora or lees. The annual fee of $1,324,08, computed at the rate of $0.045 per square foot, provided however, that the rate shall be automatically adjusted to a new rental fee upon adaption of a rule revising this rate and the revised rate shall be prospective for the remainder of the term of this waiver, and must be paid on or before the 2Lst of June for every succeeding year the Waiver remains in effect. Any lapse of payment of the required fees by Bay Shore Properties, Inc. in excess of 30 days, will invalidate this Waiver and cause the waived restrictions to be reinstated. Upon invalidation of this Waiver, all structures within the aforedescribed area not utilized in a manner consistent with the restrictions of Dead No. 19448 Rust be removed within ninety (90) days of notification of invalidation by the Department. Waiver of Decd Restriction l)aedpQ . 19448-0 Page,(2) - 2. That RAy Shore Properties, Inc. shall obtnin all requir a tk'. ,'I consents and permits from all concerned Municipal, County, StetC�JNIt� Federal governmental agencies. 3. The City Commission shall retain the authority to cancel said lease agreement in ti,e event any development would occur in the opera- tion by the lessee of the leaned premises which is inimical to the general public interest. 4. That the City Commission of the City of Miami shall retain the authority to cancel sold lease agreement in the event of a need for the leased lands for public purpos4a other than the Municipal pur- posse found herein. S. If said lease between the City of Miami and Bay Shore Properties, Inc. is cancelled or cones into the state of default, this Waiver of deed restrictiong is thereby cancelled, and the waived restrictions within Dead No. 19448 are reinstated. 6. There shall be no liveaboards allowed within the subject area without the prior consent of the Board and unless adequate sewage pumpout facilitiea, approved by the DepertMent of Environmental Regulation are provided, 1, The City of Miami hereby convenant and agrees to investigate nil claims of every nature at its aapanae, and to indemnify, defend and hold and save harmlesa the Board of Trusters of the Internal Improvement Trust Fund and/or the State of Florida from all claims, actions, lawsuits and demands arising out of this Waiver. B. No failure, or successive failures, on the part of rhe board to enforce any provision, nor any waivur or successive waivers on its part of any provision herein, shall operate as a discharge thereof or render the same inoperative or impair the right of tho Board to enforce the same upon any renewal thereof or in the event of sub- sequent breach or breaches. I Shiver of Dead Restriction Deed No. 19448-D Pate 3 wr- "M Z-C-$.Ilb! #—" 10V1 Lt PAGE IN WITNESS WHEREOF. the Trusteos of the Intarnsl Improvement ?rust Fund of the State of Florida have hereunto subscribed their names and have caused the official seal of anid Trustees to he hareunto affixed. in the City of Tallahassee, Florida, on this the _day of 6 A. D. 19,0. Covarn'r - (SEAL) Trustees of the Internal Improvement 'trust Fund Secretarj of� rice ACrO• ley General _LSC'' �`•. prAller, Treasurer ! __ Gommt aianer of EduclFio � Y--' 2e, C.. i•oner of Agriculture As and Constituting the Trustees of the Internal Improvement Trust Fund of the State of Florida Accepted by the City of Miami, on behalf of Say Shore Properties, Inc. in tha`City of Miami, Florida on the day of -- �" A. v. 19� City Manager --_--------•--•------ (giAL) City of Miami City of hismi o APFR VE3f-J�STO ttM AND CORRECTNESS. JJose K. Garcia-Vedrosa CITY CLERK City Attorney Waiver of Dead Restriction Deed No. 19449-•D r}•I';.:.:r.:.r ;.7 Fane A 1'4L.W $ U--'-L!IY PAMELA% A MIW If llb,"Vld road In Bbm" BRY b8kV In SOckm 2Z T—mhlp 54 S -Ah, Range 41 East. MLW�-DADS County. FkAdk beft ffww pwd&A-ty d—tmd *a tft*, CaMMWMS at UM NmeWly amw of Lat 20, Bbxk 43, 'RHODES AMENDED PLAT OF NEW BiSCAYNE. x=dfV lo to Me thm 0* rocar . in PWt Book 8. at Page 16, of the Pubft Records of UVAO-RADE County. Flodft tow" South 40*23'42' End akxV the Nordmwty bw of sold Lot 20 and its Southeaslarty prQkWigation thereof for 691.46 fimt mon or kaw6 lo a point of k*wvocdm with the EWWO County buNdmod Ina (U.S. Harbor Line) M nt+cnrded In Plat Baa* 74. Ps" 3 PwW 5t of to Pubft Rmwft of MM Mi Cow9y. Florida: thmm ward m* South 40*23`47 East akxV the said Sautmwks" PlokxVm§m, of On Norffwmnftrty &a or Lai 20 for 270.0 %at emus South 48r3329' Wed for 41.09 loeL none or Was lo the Pakd of Beginning of to web de scrbed wJxrwgod parcel d hm� ammm South 3rwiv Fant. 90.15 *mt; thence South 50*3C46Waxt. 92-00 teat 9renoa Malh 39W1 S'Waal, 88,61 feet the NoM 49-=8" East W-015 fed to to Point of Be&mkV. Cordahng 0.19t Aeras. PARCEL 82 A pared of aftww9ed WW In bbp=" Say bmkV in Sacklon 22, TowmWp 54 South, RMrQ$ 41 East. M"l-DADE County, FW%la, mom pwbmdwty dwxted me friars "I Otto Soudwmxtmdy Ine GO Lot 24, Bkx* 43, of the Pint of'NEW BISCAYNE AMENDEW. as shw In Plat Book -Er. at Page Mot Vw Pubft ROW* Of M" DARE Cmx0y. Florida. %ft the Dods County bufthead kne me zlKm lnPiet Booty 74,atPape 3(Sheet ftcfthe pubft Room -dm o(mL&Aa43ADE Cow*, Fkwlda; thanes nin S 21*41*51"W Wong SM bAMmd km for* dMbvlce of 44-86 hat to the PK*t afBogkwft of to look damuted pamw of aubrrretna bond; tvwm S 40-ZrJr F- 225.00 bet twm N 49-38`18` F- 92.14 feat fmm S 40-2332' F- 63.,30 feet Owwca S 49"39'18' W, 12025 last dm N40*2rjTWV3Mfeet loapoWdanthe stoeesaid WARO-DARE CoLvitY buichemd ko; fwm N 21'4111 E on =id bukh@W Ina, 31.81 hat to the Pokvt of GeovMg. C"ftir*V 0-315* Aa m SUFtVEYOR*S SEAL. Lk*mm It 1, - ft ft%*" wW sm , ul tWod wW of x Rm &mwW 9wrvwfwww..vwpw T" em4 b for Kft mAkm pwrp&m&a*"kBnd Veft LIMMA I H51MY COnV'Y- Tint to mexho sowy wa wA& NEW my mmpwm&M amms &W- - M - muft p4bM*.ftm wwwomme as ON %a kv 00 OMMODIMFL#MSURVEYOMINChMOW41QV4LPM A*M*Or*scorn. WMM* 0 Gm*W QUV. - arras. Thom wlm arrse11 . srrr 0 am -moo pop. I a an lwpwwA" *Nampo ~00ftm NEL!Y&� SOKbOJAREM& R go &Avvfw a mepw mm 5m awa of Fkwkk 00 SHEET 2 OF 3 MQJARENA & ASSOCIATES, INC, Lull S3a4wva & mappam Cwffo=* of Autuxlzatim No. SM lZM &W. 132nd Avemm Miarrll. Fonda 33196 MM 27&204 I FLOOD ZONE; VE I RASP is 05-12-04 1 Hato Samis I B.D. PARCEL 2 A parcel of submerged Land being more particularly described as follows: (Commence at the Northerly a)rrw of tart 20. Block 43, of "SAMUEL RHODES FLAT OF NEW BISCAYNE', according to the plat thereof recorded In Plat Book "B" at Page 18, of the Public 'Records of MIAMI -DARE County, Florida; therese South 40'23'42" East along the Norttxerty tine of said Lot 20 and ita Sougmasterty protongatdckt thereof for 891.46 feet, more or less, to a point of intersection with the Dade County bulkhead tine (U.S. Harbor line) as recorded In Kiat Book 74, Papa 3 (Sheet 5�i , of the Public Records of MIAMI -RADE County, Florida, said point being the point of beginning of the following described parcel of submerged land; thence due South 40.23'42" East Wong the sold Soudmaterty probrgatirm of the Northeasterly line of Lot 20 for 270.0 feet; therxe South 49'3329' West for 168.94 feat, more or leas to the point of intersection with the Southeasterly prolongation of the Souft*eatedy line of tits NorthembOI 'A of sail Lot 23, Block 43; thence North 40'2342' West Wong the Southeasterly prolongation of ttne Souttrrresterty line of the Northeasterty'A of said Lot 23 for 1S3J8 feet, mag or Faso, to a point of intersection with the said Dade County bulkhead line; thence North 21'41'51' East along said Dade County tx>Mead One (U.S. Harbor Une) for 184.53 feet,, more or leas; thanos North 49'33'29" 'East along said Dade County buftead line for 3.87 feet more or less, to the Point of Beginning. Leos and Except the foliowirtg parcel of submerged lands A parcel of submerged land ad)aOent to Section 22, Township 54 South, mange 41 East, MlamiDade County. Florida being more particularly descri�bed as foifows: Carnmertce at the Northerly comer of Lot 2o, akx:k 43, of SAMUEL RHODES PLAT OF NEW BISCAYNE, according to the Plat thereof, recorded in Plat Book *B" at Pape 16 of the Public Records of MlamiDada County, Florida; thence South 40'23'42' East along the North" line of said Lot 20 and Its Southeasterly prokw ailon thereof for 691.46 feet. more or loss, to the polnt of Intarsectdon with the Dade County Bulkhead line (U.S. Harbor Line) as roosted In 'Flat Hook 74, Page 3 (Sheet 5) of the Public Records of MiamlDade County, Florida, thence continue South 40'2342' East along said Southeasterly prokNtgation of the Northeasterly line of sal! brat 20 for 127.00 feat, more or less, to the point of Intersecxlon with a line, being the Northerly prolongation of the Southeast face of an 8 foot wide cone vW dociq thwee South 50'42'00' West for 1.10 fee#, mare or less, to ttte Noriheast comer of said dock and the Poiret of Beginning for the following described parcel of submerged land; thence South 50`42'00' West Wong said Southeast face of the dock for 8.00 feet, more or less, to the South corner of the dock; thence North 40.2342' West, a" the Southwest face of said dock, for 124.11 feet, more or less, to the point of intersection with said Dade County Bulkhead Line (U.S. Harbor Line); thence North 21'41'51' Fast along said Dade County Bulkhead Una (U.S. Harbor Line) for 5.80 feet~ thence Nath 49'3379' East along said Dade County Bulkhead Luta (U.S. Harbor Line) ice 2.67 feet, more or less, to the Northeast fare of said dock; thence South 44'23'42' East, along said Northeast face of the dodgy for 125.98 feet, more or less, to the Point of Begirtntng. Said described parcel contains 1008.0 square feet, more or less. CERTIFIED TO: Thirteen Times Two, LLQ, Garcia & S,aloyra; Attomeys' Title insurance Fund, Inc. PREPARED FOR Thirteen Tunes Two, LLC. 2550 S. Saystwwa Drive, Miami, FL 33133 SURVEYOR'S SEAL Unkft k bf m Me WWWOM led to orrpYTff robot ffir d • F ankh yofnf W aeavyauTd rra I$ Oft mouptaT;• for 4 ole. oft p, qp arty wd 4 not Ve" r HERMY CER[FY; Ter w afu#rd "w.q ry...la L ad"a "fir wper V vi al atiarnf & .>4arar h wUiaua radeey aaw r er feria bllr FLUrtlLV1 2GVQ OF L*M 7URWYOM in LZaoar riot 74L Fiwraa MAYiRafra Gana. pert 10 ossein �TL4trf. Fledda srl.r. it Wv amno.va.O.rf., am rapti en w..ar IN �+ pilo tiff. Nor air fyri r 'NELSON MOMAREHA rt.piw.d sur yw a mmvw NO.5604 SHEET 3 OF 3 MOJARENA $ ASSOCIATES, INC Lend &VvaofAut�or&Mappers � CeTtincstr of /luti'roTtmtian Na. 86'98 12925 SW 132nd Avwme �sa..._a a..�y �asm rand •awe a�n� FLOOD ZONE: VE BASE: 18 DATE SCALE DWN. BY SOB O. s \r..,tE r . q I Yr rr—r.—yYlitF—+...L.A�rr..w�.wrti� r - .IML/•A.«L�\rgar,a�L..NF�i� ..s...14 wl4.N♦ut,-L..-Yr.�1Y rs -fr.ar..•-r.�rr-.yrs q-.•y.anrL - ..r. iA ...rrr ..wr, ' ,qn'• .mar s �`t� � rMfF.w !! y~1�fir r �i � � S/ ...r �rrrr,—#.r.r.,ra,..,�\.r r�.i..��a..orr..r� F+.r►aww+�Y.\.r Lrs—r4Fy rs�r �L++AY��,� Y .�+..—srw�rrrwYrr..r.�ar®wirry �w+,e�,r ll�.rMr rr.r�►^wi rr��rrr.�r.r•�+.rrrrrrr.rWrrur..riY+rr.a+wl�+L.rra.r sir r�,rar_rr.r.w i..4rrrr�ir.�r,rr Y.,rw,raMabi'rrr.r�a�.+as'�,rwarr.rriar wayr,rrwYrr.a,ar,ia,a\.Y�rrgF� ,.ta.�.eY-Y..wrrY.wY.lrrY'i.'�.1�/1i.,fw Fw-/1RIbl YYY41.w,1wfw�IL�! IY,MMYYIY(.a ,�YW.wrhfL�w...tw�Fw-Fra�r.Ar•Ora M1..Ar.r�+-r�.w.�Ywn.+AwrYwrr✓•wb1Fw\w�A.�..r' �Mw44rwrw�r+i1YK�+.-al+l.war.rwY.r.�+L.rrrNsr+MWrrAr�,+4r#.\rYY.arwr./s�Y•.YL.I\f4Y�.LIr .�Yrr+rr.rY4L,..i 4--„I.�.✓1r�r...rr.Yr-rraaYwa�wrlFWtiM.�r,.�yw.Irwr.�lKtir#sial �w11�sr■ .I.+4a�r�c�.�.Y.aalM�r-isr9'r.->1Mrrr\s�TLARr,MM,rwirrri„a�RtwYY,YM\IY.w,i1M1\-afYY.MfY�.arYw '�---_� - ----•• i ��r��.wY �4\,.a.r4a �rr�fw \� wlr a•s•lYi��ti�.r�r�.ir►i.1•a,/�TIr�..rLlirni.T.�rr I� Mrw...'+rFwrlrY.F.�."rr,rM�l.�litir,.tir\M�a\wlarr'w�r�ri \.,u�rr.lrrMrr�Y�rr� Yr rr—r.—yYlitF—+...L.A�rr..w�.wrti� r - .IML/•A.«L�\rgar,a�L..NF�i� ..s...14 wl4.N♦ut,-L..-Yr.�1Y rs -fr.ar..•-r.�rr-.yrs q-.•y.anrL - ..r. iA ...rrr PARCEL A2 A pard of submerged land In Biscayne Bay being In Section 22, Township 54 South, Range 41 East MIAMI-DADE County, Florida . bekg more parti aAarty described as tallows: Commence at the Norshmfy comer of Lot 20, Black 43,'RHOOES AMENDED PLAT OF NEW BtSCAYNE', 0000rdkq to the Plat thereof as recorded In Plat Book B, at Page 16, of the PtbBo Rerards of MIAMt-OA]E County. FWide. tttenoxe South 40'2342' e=ast along the Northerly line of said Lot 20 and its Southeasterly ptdorwtion thereof for 891.48 teat. more or leas. to a poitrt of intersectim with the bade County bulkhead line (U.S. Harbor Lane) as recorded In Plat Book 74, Page 3 (Sheet 5), sof the Public Records of MIJAWDADE County. Florida; thence continue South 40'2342* East along the said Southeasterly prolongation of the N rtheastarly Ikw of Lot 20 for 270.0 feet lhenca South 49'33'29" West for 41.09 feet, more or less to the Point of Beginning of the herein described submerged parcel of land; thence South 39'2515' East. 90.15 feefi thenar West, 92.00 fae� thence North 39'25`15' WesL 88.51 feet thence North 49'33'28' EasL 92.015 feet to the Point of Bagkwft. Containing 0.191 Aa+es. PARCELB2 .-A Parcel of Tan¢ in y being M Section 22, Township 54 South, Range 41 East, MLAMI-DARE Courtly, Florida, more particularty desarbad as fdkma: Carrrnendng at pl c emrneriy wftwksion of the Soutimesterty fine of LAX 24. Block 43, of the Plaitof'NEW BISCAYNE AMEN JX, as shoom in Plat Book B', at Page the of MtAM OADE County, Florida. with the Dade County btAkhead tine ar Ox nt In Plat Book 74, at Page 3 (Sheet 5j, of the Pubic Raoorrds of , FkxkU; therm run S 21'41'51• W akrq said bullldread line for a dtstanoe of 44.86 feet. to the Pokrt of Beginning at the twain described parcel rniI thence S 40.23'32' E, 225.00 feet thence N 49'36'18' E. 92.14 feet thencs S 4('23'32' E,133.39 feet hvtoa S 49'38'18' W, 130.25 feet arenas N 40'2332' W. 273.50 feet to a point on the aforesaid MLAMI-DARE County buldwed line; thence N 21'41451 E on saki bulkhead Ane. 31.61 fed to the Point of Beginrdng. Containing 0.3151 Acres. PARCEL C2 A parcel of submerged land In Blacsyne Say In Section 22, Township 54 South, flange 41 East, MLAMI-RADE County, Florida, t)*V Southeasterly of Lot 24, Block 43, of "SAMUEL RHODES PLAT OF NEW BISCAYNE , as recorded In Plat Book '8*, Pape 16. of the Public Reoords of MIAMI-DA]E County. Floride, bakV mare parftdarty described as follows: Begin at the Saudwoes6eMy canter of sold Lot 24. said corner bakg in the rnean high water foe of Biscayne Bay; thence S 40'2332' E abng the Sanlheastedy exterts ion of the Smtni sterly line d said Lot 24, for 538.57 feet to a point in to MIAMI-DADE County butldread the established for this ansa as shown on map in Ptet,Book 74, Pape 3 (Sheet 5), of the Pubttc Rao xds of MIAM-OADE County, Florida; thence S 21'41'51' W along sell bulkhead line, 67.75 teat to a point on the 5artlumderflr line exttertsi n of the Southwest" Ripl>S PVWay line of AvhdB Avenue, them N 40'23'32* W, along said Southeasterly w1mmion Lena of said Saubwesterly Right -0f -Wiry line; 88.93 feet &wm N 49'38'18' E, 75.96 last; thence N 40'73'32" W. 460.24 feet; thence S 57'28'54' W, 2623 feet to a point on the akxarnenouned Southeasterly octensia of the Soutwoastsrly RighlalL.Way tine of Aviation Avenue; thence N 40'23'32' W on the aforementioned extension of the aforesaid Right -of -Way Nos, 2514 fed to the face of an existing emoaabs br#1+ewd; lhenoe N 57'28'54' E along qte Lac» of en existing Concrete bugthead far a distance d 80.57 feet to the Po"of Beginning. Caxtalr" 0.49* Arras SURVEYOR'$ SEAL U, M bars the Monett" and H oi%* rehrd Mrd of a RYorWe Ocerwed ■rvwS w end agppier eYa mapaepert he Ow k4onnbu>rl purpna" arty and to rd vow. REVISED: f HEREBY CEMWY: n,r &W rryrd .rw.r was r,..d. wdw r" e i s , aaww err n�A •Lowes rRlM�ur Mraeinla a r rye rov ti Fl.�tltda eonrro err nitro SUNWEYORS h ChMON oar» F4rIMs Jd+tir�M caft. ptammM to &us= Me". Fbrft StMaa ihm ar ne aieeainrr—ltA onowfwm rPrarr. - an He Pet rr oY6Y ..r r.rw rfww rw.r .. rne+r NELSOMMOJARENA Rewisherwd Sw wyw i Mapper tis SUM Sher. of Fluids SHEET 2 OF 3 MOJARENA & ASSOCIATES, INC. Land Su% wnrs d. mappers Certllcata of Aut woballon No. 660 12925 S.W. 132nd Avenue 1e". Florida 33188 (305) 278-2494 I FLOOD TONE- VE 1 BLASE_ 16 1 0 h �t W PARCEL 2 Q A panel of submerged land being mare particularty described as follows: (Commence at the Northerly comer of Lot 20, Block 43, of 'SAMUEL RHODES PLAT OF NEW BISCAYNE', according to the Q Plat thereof recorded In Plat Book "B" at Page 16, of the Public Records of MIAMt-DADS County, Florida; thence South 40'2342' East along the Northerly line of said Lot 20 and its. Southeasterty pmhxs tion thereof for 691.46 feet, more or less, to a point of Intersection with the Davie County bulkhead line (U.S. Harbor Line) as recorded in Ptat Stook 74, Page 3 (Sheet 5). of the Public Records f l of MIAMI-DADE.County, Florida, said point being the point of begirming of the foAtnving described parcel of submerged land: thence continue South 40'23'42' East along the said Soukheasterty h prolongation of the Northeest+xiy fine of Lot 20 for 270.0 feet; thence South 49`33'29' West fix 166.134 feet, more or less to the point of Mtemectinn with the Soulhieasteriy prolongation of the 01) Soutttwes arty lime of the Norftresstsrty'A of said Lot 23, Black 43; thesrce North 40`23'42' West along the Southeasterty prolongaiiart of the Southwesterly line of the Northeasterly 'A of said Lot 23 for N Q 183.76 feel, more or leas, to a point of intersection with the said Dade County bulkhead fine; thence North 21'41'51' East along said Dade County bulkhead"(U.S. Harbor line) for 184.53 feel, N `L mom or less; thence North 49'3329' East akng said Dade County bulkhead Una for 3.87 feet, more or less, to the Point of Beginning_ Less and Except the following parcel of submerged land, 0 A parcel of submerged land 848cent to Seciinn 22, Township 54 South. Range 41 East, Miami -Dade County, Florida being more particuiarty described as follows: Commence at the Northerly comer of C)< Lot 20, Block 43, of SAMUEL RHODES PLAT OF NEIN BISCAAYNE, according to the Mat thereof. recorded in Plat Book *13" at Page 16 of the Public Records of Irtiarrtl-Bade County. Florida; thence MJ South 40'23'47 East slang the Northerty Ike d Said Lot 20 and its SoutheasL9rty, prolongation thereof for 691.46 feet, more or less, to tin point of htersec * n with ft Dade CoLN* Bufidwed Line (U.S. Harbor Line) as recorded in Plat Book 74. Page 3 (Sheet 5) of the Public Records of Mlaml-Dada County, Florida, thence continue South 40'23"42" East many said Sou h imAerty prolongation of the Northeasterly fine of add Lot 20 for 127.00 feet, more or las, to the point of Intarsectlon with a Ifrle, being the Northerty prolongation of the Southeast face of an 8 foot wide corwn to docir, !hence South 50*42W West for 1.10 feet, more or less, to the Northeast comer of said dock and the Point of Beginning for the following described parcel of submerged land; thence South 50.4700' West along said Southeast face of the dark fix 8.00 feet, more or less, to the SoiA comer of the dock; thence North 40'23'42' West, along the Southwest face of said dock. for 124.11 feK more or less, to Ito point of intersection with said Dade Courriy Bulkhead Line (U.S. Harbor Line); thence North 21'41'51' East akxog said Bade County Bulkhead Line (U.S. Harbor Line) for 5.80 feet; thence North 49'3329" East along said Dade County Bulkhead Line (U.S. Harbor Line) for 2.87 feet, more or less, to the Northeast Pace of said dock; thence South 40'23'42' East, akxtg said Nordwast face of the dock, for 126.98 feet, more or leas, to the Poird of Begirsning_ Said described parcel contains 100&0 square feet; adore or less. CERTIFIED TO: Thirbw Times Two, LLC; Garda & Be", Attorneys' Title Insurance Fund, Inc. s TATE Of FLORIDA, CnllraTY OF DAZIE CPh- PREPARED FOR: Thiriew Tkmes Two, LLC. 2550 S. Bayshom Detre, Miami, FL 33133 fPr_J r F RE0Y cER nI Y rhPt vi,n r -.LL Nnj of ice w. e�;.a !+�, Com'.- .•.�rtGa eru.'n_ — `la �,�`••' I SHEET 3 OF 3 SURVEYOR'S SEAT. urlwas it bus's M,s Mpubaw and 00 oripYur rblaad aad of a Fierldb kwood nrv"- era -vmw- Mae mep"PW 4 oarkoDmim mmol pxposaa"Kid Is rra REMISED: 1 HOWDY MimFY: Thar M oftod"d ueir nrl'+.a0araara r�P � mr.r fns r.�Wrt.n rri.�ael .Mrdre,Y r � laMr d/ M F1-ar7t� KWM CW LINeiO 3UIkVEYO1S� rn C9raplw 614171. AdrNHWMI.a Coq,, F—tb6alran4t' M.FloMde St.ZAm Tors w na enueralrem gar. I eMernrirm. .,vpro r .ev ow.2mmm cow Moi r NELSON MMARENA R gtilerod Swvvyw & wrapper Na 5504 Shift of Florida MOJARENA & ASSOCIATES, INC. Land SUINVIPlOr:6'Maw— _ Cert fo ate Of Authorization No_ 6698 •� 12925 S.W_132nd Avarua Mrkarnl, Florida 33198 (395) Z70-2494 FLOOD ZONE: VE BASE: 19 DATE:rNot IDWN-ElY JJOSNO. 05-12-04 Scale 8_D_ 034)048 z < DISCAVOtE bAv CLIPPER RESTAURANT ----T— — -al .I — i -AAKJUD LAv"t ---r-_ fi,=....`,­'. I . �� 3 T4 (f� r8', 09 10 11 .,12 TT APtCADt ARCAM tp 4. STAOt P_ �4 cm go rr4w Ll six. ox I THIRD AMENDMENT TO LEASE AGREEMENT BETWEEN THE CITY OF MIAMI AND BAYSHORE LANDING, LLC This Third Amendment to Lease Agreement (this "Amendment") is entered into this day of 2004, by and between the City of Miami, a municipal corporation of the State of Florida (the "City"), and Bayshore Landing, LLC (assignee of Grove Marina Market, Ltd., the "Company") for the purpose of amending that certain Lease Agreement between the City and the Company dated September 20, 1985, as amended by: (1) that certain Memorandum of Understanding dated August 30, 1991, (2) that certain Memorandum of Understanding dated September 10, 1993, (3) that certain Amendment to Lease Agreement dated November 14, 2001, and (4) that certain Second Amendment to Lease Agreement dated August 20, 2004 (the Lease Agreement dated September 20, 1985, the Memorandum of Understanding dated August 30, 1991, the Memorandum of Understanding dated September 10, 1993, the Amendment to Lease Agreement dated November 14, 2001, and the Second Amendment to Lease Agreement dated August 20, 2004 are hereinafter collectively referred to as the "Lease Agreement"). WHEREAS, pursuant to the Lease Agreement, the City leased to Bayshore Properties, Inc. certain property located at approximately 2550 South Bayshore Drive, Miami, Florida (the "Property" ), commencing September 30, 1985 and expiring on May 31, 2035; and WHEREAS, pursuant to an Assignment of Lease dated March 16, 1986, Bayshore Properties, Inc. assigned its rights to the Lease Agreement to Grove Marina Market, Ltd., which on August 20, 2004 further assigned its rights in and to the Lease Agreement to Bayshore Landing LLC; and WHEREAS, the aforesaid assignments were consented to by the City by virtue of certain Consents to Assignment dated March 13, 1986 and August 20, 2004; and WHEREAS, the City and the Company have agreed to amend the Lease Agreement to add certain provisions to protect the Leasehold Mortgagee; NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and in consideration of other valuable consideration, the parties covenant and agree as follows: 174 i 83\20912\ X1686822 v 4 i. Incorporation of Recitals: The recitals and findings set forth above are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Amendment, 2. Amendment Effective Date: The effective date of this Amendment shall be the date upon which it is executed by the City Manager and attested to by the City Cleric (the "Amendment Effective Date") 3. A new Section 30.3 is hereby added to the Lease Agreement to read as follows: The City agrees that in the event of termination of this Lease Agreement in any proceeding in bankruptcy involving the Company, the City will enter into a new lease of the Property with Leasehold Mortgagee for the remainder of the Term hereof, effective as of the date of such termination and with the same covenants, at the rent and upon the terms, provisions, covenants and agreements as herein contained except for any which have been satisfied by or on behalf of the Company prior to termination, provided the actions of the Leasehold Mortgagee have not adversely affected the interests of the City under this Lease Agreement or otherwise resulted in the termination of this Lease Agreement, and, also provided: (i) Leasehold Mortgagee shall make written request upon the City for such new lease within sixty (60) days after the City Manager has given Leasehold Mortgagee written notice of such termination. (ii) Said written request shall be accompanied by payment of all past due rents and other charges owing to the City hereunder of which Leasehold Mortgagee shall have been given written notice in accordance with Section 30.2, and, thereafter such monetary obligations shall be maintained current through the time of the execution and delivery of said new lease. Notwithstanding the foregoing: (a) the City agrees that, as a condition to the new lease, Leasehold Mortgagee shall be obligated to pay all amounts due under this Lease Agreement, except for such amounts that the City may have accelerated in connection with the termination of this Lease Agreement and (b) if, for any reason, the City is unable to provide the Leasehold Mortgagee with an accurate written notice of all past due rents and other charges due to the City hereunder before the Leasehold Mortgagee makes a written request upon the City for such new lease, the Leasehold Mortgagee shall nevertheless continue to be obligated to pay all past due rents and other charges owing to the City hereunder to the extent not paid at the time that the Leaschold Mortgagee requests the new lease, and will pay sane to the City within fifteen (15) days after the City provides the Leaschold Mortgagee with written notice of the same, which written notice must be provided by the City to the Leasehold Mortgagee not more than sixty (60) days after the execution of the new lease. (iii) The Leasehold Mortgagee, as lessee under such new lease, shall automatically have the same obligations, rights, title and interest in and to the Property and the 2 174 1 8 312 09 1 2 it 696822 v 4 leasehold improvements as the Company had under the terminated Lease Agreement. (iv) The City's execution and delivery of such new lease shall be made without representation or warranty of any kind or nature whatsoever, either express or implied, including without limitation, any representation or warranty regarding title to the Property or any leasehold improvements or the priority of such new lease (except for representations or warranties regarding title with respect to actions taken by the City during the period commencing on the date of termination of this Lease Agreement and existing on the date of execution of such new lease). (v) The City's delivery of any leasehold improvements to Leasehold Mortgagee pursuant to such new lease shall be made without representation or warranty of any kind or nature whatsoever, either express or implied; and Leasehold Mortgagee shall take the leasehold improvements "as -is" in their then current condition. (vi) Upon execution and delivery of s uch n ow 1 ease, L easehold M ortgagee s hall b e responsible for taking such action as may be necessary to remove the Company from the Project. The City agrees to cooperate with Leasehold Mortgagee in connection with the foregoing, (vii) The City's obligation to execute such new lease of the Property with the Leasehold Mortgagee shall be conditioned upon Leasehold Mortgagee having remedied and cured all monetary defaults hereunder and having remedied or having commenced and diligently prosecuting the cure of all non -monetary defaults of the Company susceptible to cure by any party other than by the Company. The Leasehold Mortgagee shall pay all expenses, including reasonable attorneys' fees of outside counsel, if any, incident to the preparation, execution and delivery of such new lease. The City shall have the right to off -set any rents collected by the City under subleases of the Property or the leasehold improvements during the interval following termination of this Lease Agreement and prior to the execution of the new lease against Leasehold Mortgagee's obligations hereunder, provided that the Leasehold Mortgagee receives credit therefor against any amount(s) due hereunder or in connection with the new lease. (viii) Within six (6) months of the date that it takes possession of the Property, the Leasehold Mortgagee shall employ an Acceptable Operator, subject to the approval of the City Manager, which approval shall not be unreasonably withheld, conditioned or delayed, for the continued operation of the Property and leasehold improvements, under the terms, conditions, provisions, covenants and agreements of this Lease. `74193\20912\ 0 686822 v 4 The intent of this provision is to place the Leasehold Mortgagee, in the event of a termination of this Lease Agreement under this Section 30.3, in the same position as if it had acquired the Company's Leasehold Estate pursuant to a foreclosure action. So long as a Leasehold Mortgage is in existence, unless the holder of such Leasehold Mortgage consents in writing thereto, fee title to the Property and the Company's interest in this Lease Agreement shall not merge, notwithstanding the acquisition of fee title to the Property and the Leasehold Estate by the City or the Company. 4. No Implied Modifications. Except as specifically provided herein, all of the terms and provision of the Lease Agreement shall remain in effect. IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to the Lease Agreement on the day and year first above written. ATTEST: City iami, a unicipal cord the S ate of Flor' a By: Z: ^ By: Y -on : Priddilla A. Thompson, City Clerk Jo Arriola, City Manager Approved As To Form And Correctness: J Approved As To Insurance l ROS 4�Ar iql Carrillo, Risk Manager 4 17418312041211{ 686822 v 4 Bayshore Landing, LLC, a Florida limited liability company By: Robert Christoph, r., Manager By: LTY Kothstein, Manager t/iii 1 1LL11 aW P z 1.10 Print Name - \741831209121 # 686822 v 4 12110/2004 15:27 3056735995 Sent 6y: WAOICOURTLAND; A009tvsd: 1$1/0(04 11©1Pui 12719/2004 MOT 3056735995 RCI INC 30h 856 7342; liec-10,04 2:16r'M; 30a0r3osea • I HmQ! V"H t 4-Am4v: gC11 INC CFR IVICA,rE OF OF HAYSHORE LA, The undcrsigncd. comprising all of the f ANDING, I -LC. a Flovida limited liability co pal ut' the Company that duty One of the tmdcrsibaied rranatgtr of ill thc; tank and nal behalf 41( the Cvtr rurther cLinflrm Il.it tht C<maptmy l,as mithurized l Agrres-Atettt. in the ioa•m 1(taChtd ))Crena AN >F"xli managers of the t" onlpmv are Authorized to cxt,v putsukint t0 the terms thereof. Vivr.>i;tr NCV ;101(' PAGE 02 Page 213 PAGE 02 JY at Ointeti MaUgvSof 8AYSF ORE {thet�oaty-"). hrrehy ccrtlf'y (Irl behalf aurholired to act in such unpacity as a ny as c,i ti,t date hercof. The undrmgned execkation of die NO Articttdment tease t "A" ("Ainendnunt") and dim imy two the amendment and hind the Compary iN l rrNE5S 1,'! T1`,Rt:()F. wt have execute this C.'ertilleatc as Mat3n[!crs 01) 1%h4lf n! The company w x31• eht 15"" day of November, 2. urict 1k'yCsrer, 1Vlttt A—u J --- — — -- — W hristuph. !r , MCu agm ^.+ Il35.Ii412' r hY1 f6,• Y � FOURTH AMENDMENT TO LEASE AGREEMENT BETWEEN THE CITY OF MIAMI AND 1.3AYSHOIZE LANDING, LLC This Fourth Amendment to Lease Agreement (this "Ainendtnent") is entered into effective as of the _V4- clay of February, 2015, by and between the City of Miami, s a municipal corporation of the State of Florida (the "City"), and Bayshure Landing LLC (assignee of Grave Marina Market, Ltd., which was assignee of Bayshore i Prope:-ties, Inc., the "Company") for the purpose of amending that certain Lease Agreement between the City and the Company (authorized by City Commission Resolution No. 85-717, adopted July 18, 1985, with related ballot language approved by I referendum of the voters on August 13, 1985) dated September 20, 1985, as assigned by Bayshore Properties, Inc. to Grove Marine Market, Ltd. on March 16, 1986, with � E Acceptance of Assignment of Lease dated March 14, 1986 and Consent dated as of March 16, 1986, all as amended by; (1) that certain Memorand-an of Understanding dated August 30, 1991 (the "1991 Memorandum"), (2) that certain Metnorandurn of s Understanding dated September 10, 1993, (3) that certain Aincr.dnent to Lease Agreement dated November 14, 2001, (4) that certain Second Amendment to Lease Agreon7ent dated August 20, 2004, and (5) that certain Third Amendment to Lease Agreement dated December 24, 2004, copies of which are attached hereto as Composite Attachment I (the Lease Agreement dated September 20, 1985, the Assignment of Lease elated March 16, 1986, the Acceptance of Assignment dated March 14, 1986, the Consent f dated March 13, 1986, the Memorandiun of Understanding dated August 30, 1991, the l Memorandum of Understanding dated September 10, 1993, the Amendment to Lease Agreement elated November 14, 2001, the Second Amendment to Lease Agreement dated i August 20, 2004, and the Third Amendment to Lease Agreement dated December 27, 2004 are hereinafter collectively referred to as the "Agreement", "Lease Agreement" or "Lease"). i WHEREAS, pursuant to the Lease Agreement, the City leased to Bayshore Properties, Inc, certain property located at approximately 2550 South Bayshore Drive, NUAI 14509568,1 76565/43914 1 Miami, Florida (the "Property" or "Leased Premises"), commencing September 30, 1985 and expiring on May 31, 2035; and WHEREAS, pursuant to an Assignment of Lease elated March 16, 1956, Bayshore Properties, Inc., assigned to the Grove Marina Market, Ltd. its rights and obligations under the Lease Agreement with an Acceptance of Assignment of Lease dated March 14, 1986, and said assig[unent was consented to by the City by virtue of that certain Consent to Assignment elated as of March 16, 1986; and WHEREAS, the property comprises upland and submerged land, a portion of which lies within an area deeded to the City by the Board of Trustees of the Internal Improvement Fund of the State of Florida (the "Trustees") pursuant to Deed No. 19448; and WHEREAS, Deed No. 19448 contains a restriction that the lands described therein are granted, bargained, conveyed and sold to the City of Miami, solely for public purposes, including municipal purposes; and WHEREAS, tho Trustecs approved a Waiver of Deed Restrictions on June 21, 1981; and WHEREAS, in 2004 it was discovered that the legal description of the Property contained in the Lease Agreement did not accurately describe the submerged lands currently and historically used by the Company; and WHEREAS, in connection with that discovery it was deternhiuied that: (i) a portion of such submerged land used by the Company is owned by the City pursuant to Deed No. 19448 frons the Trustees, and, therefore, subject to the restrictions thereof' and (ii) certain boats that dock along the First pier of the Property encroach onto State of Florida submerged lands not owned by the City of Miami but owned by the State of Florida; and WHEREAS, it was therefore necessary to obtain: (i) an Amendment to the Waiver of meed Restrictions to expand the scope of the waiver to include such submerged land and the docks that lie within the area deeded by the Trustees, and (ii) a sovereignty subnherged bunds lease agreement for that area of encroaclunenl; and WHERl+1`AS, the City Commission adopted Resolution 03-857 at its July 24, 2003 mceting, authorizing: (1) the City Manager to execute a submerged lands lease with INA IAI f1 4509569,1 76565143914 2 the State of Florida for the submerged lands currently utilized by the Company for dockage purposes; (2) acceptance of an amended waiver of deed restrictions to accumtety reflect the area being utilized by the Company; and (3) the City Manager to execute an Amendment to the Lease Agreement to accurately describe the lands being leased to fl e ' Company; and WHEREAS, on August 20, 2004, Grove Marina Market, Ltd assigned its rights to Bayshore Landing, LLC, the City provided its Consent to Assignment, and the Company and the City entered into the Second Amendment to Lease { Agreement ("Second Amendment"), which incorporated a new Exhibit A- I to the Lease Agreement to accurately reflect the legal descriptions of the upland and submerged land leased to the Company, an acknowledgement by the Company of the imposition of rental payments clue to the State for the use of the submerged Iands owned by the State and (lie Waiver o Deed Restrictions, a clarification of certain other terms and conditions of the Lease Agreement and other terms and conditions as set forth therein; and WHEREAS, an Deccrnber 27, 2004, the City and the Company entered into a Third Amendment to Lease Agreement to amend the Lease Agreement and add certain provisions to protect the Company's Leasehold Mortgagee; and WHEREAS, on November 14, 20t t, as permitted by Section 31 of the Second Amendment, the City provided its Estoppel and Consent Certificate regarding internal I transfers of interests by the Company; and i WHEREAS, on March 2013, as permitted by Section 31 of the Second , Amendment regarding further internal transfers of interests by the Company, the 1 Christoph Family Trust became the sole indirect owner of the Company so that HMG Bayshore LLC no longer had an ownership interest in of the Company, and the Company i accordingly amended its related Sublease for the Downstairs Restaurant with Bayshore l Rawbar, LLC; and WHEREAS, on January 22, 2015, the City Commission authorized the City Manager to execute a Lease Renewal with the Trustees for the submerged lands associated with the Property ("State Submerged Lands Lease Renewal"), indicating that the City Manager has been previously authorized to enter into a related sublease modification with the Company for the State Submerged Lands Lease Renewal; and NIIIAI(I 4509568,1 76565143914 3 WI]EREA.S, Capital Bunk, N.A., as the Coinpany's current Leasehold Mortgagee, as of February _, 2a15 has reviewed, the State Submerged Lands Lease Rene4val (attached and incorporated as Exhibit B) and has consented to this Fourth Amendment (with said Consent attached as Exhibit B-2), under the terns and conditions set forth by the parties below; and WHEREAS, the Company's authorized representatives to execute this Amendment are set forth in Exhibit C, attached hereto and made a pa: -t hereof; NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and in consideration of other valuable consideration, the parties covenant and agree as follows: f. Incorporation of Recitals: The recitals and findings set forth above are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Amendment. 2. Amendment Effective Date: The effective date of this Amendment shall be the date upon which it is executed by the City Manager and attested to by the City Cleric (the "Amendment Effective Date"), 3. The Lease Agreement is hereby amended as follows: A. Exhibit A: Exhibit A of the Lease Agreement is hereby deleted in its entirety and replaced with. Composite Exhibit A-2, attached hereto and made a part hereof Any and all references to Exhibit A shall hereinafter be deemed to refer to Composite Exhibit A-2. Exhibit B of the Lease Agreement is hereby deleted in its entirety and replaced with Exhibit B-1, attached hereto and made a part hereof. Any and references to Exhibit B shall hereinafter be deemed to refer to Exhibit B-1, attached hereto and made a part hereof. B. Section I is hereby amended and restated as follows: IA. Acknowledgment of State Conditions: The City has received the following from the Board of Trustees of tl.e Internal lmprovement 'frust Fund of the State of Florida (the "Ttustecs"): MIAMI 11509568.1 7656314391 4 4 (a) the 10 -year State Submerged Lands Leaso Renewal, renewal elate effective as of July 1, 2014, attached hereto and made a part hereof as Exhibit 3-1, for the property identified as Parcel C2, on Composite Exhibit A-2 attached hereto and made a part hereof (the "State Lease Property"), containing 21,344 square feet, more or less, to operate an existing 34 slip docking facility for the mooring of commercial and recreational vessels in Conjunction with the upland commercial marina and restaurant; and (b) a Waiver of Deed Restrictions and Amendment to Waiver of Deed Restrictions (collectively, the "Waiver") attached hereto and made a part hereof as Exhibit C, for the property identified as Parcels 2, A2, 5 and B2, as more particularly described in Composite Exhibit A-2 attached hereto and rnadt- a part hereof (the °Waiver Property"), containing 88,31 t square feet, more or less, of deeded subrnerged lands associated with the use of the upland commercial marina. The Company has been provided copies of the State Submerged Lands Lease Renewal and the Continuing Waiver (collectively the "State Agreements") and agrees to comply with all of the terms and conditions of the State; Agreements in all material respects. The Company acknowledges that Section 10 Assi�rh.rnent of Lease Renewal of the State Submerged Lands. Lease Renewal as of the Effective Date of this Amendment (a) only permits the City to grant a sublease to the State Lease Property to Bayshore banding, LLC or their leasehold mortgagee, and (b) that any sublease to any other entity shall require prior written approval of the State of Florida (the "State"). The Company acknowledges that Section 19 Renewal Provisions of the State Submerged Lands Lease Renewal allows for its renewal at the sole option of the State. The Company and die City agree to use commercially reasonable good faith efforts to obtain such State renewal, Such renewal shall be subject to the terms, conditions and MIAMI 4509568.1 76565/63914 5 provisions of ma.nageinent standards and applicable laws, rules and regulations if effect at that time. In the event that the City and any approved sublessee are in full compliance with the terms of the State Submerged Lands ..ease Renewal, the State will begin the renewal process. The term of any renewal granted by the State shall commence on the last day of the previous lease terin. In the event the State does not grant a renewal, the City and any approved sublessee shall vacate the leased premises and remove all structures and equipment occupying and erected thereon at their respective expenses, as applicable, The obligation to remove all structures authorized by the State Submerged Lands Lease Renewal shall constitute an affirmative covenant upon the City's, and any approved sublessee's, respective interests in the riparian upland property more particularly described in Attactunent B to the State Submerged Lands Lease Renewal, which shall run with the titles to the Lessee's and any approved sublcssee':s respective interests in said riparian upland property and shall be binding upon the Lessee, any approved sublessee, and their respective approved successors in title or successors in interests. In the event the State Submerged Lands Lease Renewal is not renewed or expires prior to the expiration of this Agreement or further sublessees are not approved by the State: (i) the Company shall cease to operate the slip docking facility and any wet slips that encroach onto the State Lease Property, and (2) this Agreement shall terminate as to the State Lease. Property. C. Section 1B is hereby amended and restarted as follows: 1 B. Payments to (lie State: Notwithstanding anything contained in the State Agreements to the contrary, the Company and the City and any other approved sublessee shall pay their respective shares of the payments due to the State during the term of the State ,Agreements and any extensions thereof, as follows: MIAMI 4509568.1 76365/43914 (a) State Submcrged Lands Lease Renewal; (a) Section 2. Lease fees: Commencing as of July 1, 2014, the City shall pay to the State for the State Lease Property annual rent in an amount not to exceed $2,000.00, increased annually based upon increases pursuant to Rule 18-21.011, Florida Administrative Code. The initial annual base r mt for the period from July 1, 2014 through June 30, 2015 is $2,187,18 plus sales tax pursuant to Section 212.031, Florida. Statutes, if applicable. The amount of the annual lease fee for the remaining years of the State Submerged Lands Lease Renewal shalt be adjusted pursuant to provisions of Mule 18-21.011, Florida Administrative Code; and (b) Section 3, Wet Slip Rental Certification/Supplernentat Payment; (A) The City, the Company, and any other approved sublessee, as applicable, shall provide upon the request of the State any and all information in a certified form needed to calculate the lease fee specified in paragraph (a) above, including the income, as defined in subsection 18-21.003(31), Florida Administrative Code, derived directly or indirectly form the use of sovereignty submerged lands on an annual basis. When six percent (6%) of said annual income exceeds the base fee or minimum annual fee established pursuant to Rule 18-21.011, Florida Administrative Code, for any lcase/sublease year during the terns of the State Suhmerged Lands Least Renewal, the State shall send to the City and the City shall send to the Company or any other approved sublessee, as applicable, a supplemental invoice for the difference in the amounts for that lease/sublease year, (B) The instrument or agreement used by the City, the Company, and any other approved sublessee to transfer or assign the right to use a wet slip at the docking facility to a third party shall include a provision that clearly notifies the wet slip renter/user/holder that if the wet slip renter/user/holder subsequently transfers his/her right to use said wet slip to another party, the instrument or agreement used to transfer said wet slip shall contain a provision that requires six percent (6%) of the annual gross income derived from said instrument or agreement for the use of MIAMI 4509568.1 76565/43914 7 said wet slip be paid to the City, who upon receipt, shell report and transmit said amount to the State. The Company and any other approved sublessee, as applicable, may elect to transmit such amount directly to the State, with copies of such transmittal information to the City. The instrument or agreement used by the City, the Company, or any other approved sublessee, as applicable, to transfer a wet slip shall also include a provision that clearly notifies the wet slip renter/user/Bolder that no interest in said wet slip niay be further transferred unless a substantially similar provision to the one contained in the preceding sentence is placed in each succeeding instrument or agreement used to transfer said wet slip to each new wet slip renter/user/holder. (C) The City, the Company, or any other approved sublessee, as applicable, shall submit to the State, with a copy to the City, each instrument or agreement used by the City, the Company, or any other approved sublessee, as applicable, to transfer or assign the right to use; a wet slip at the docking facility to a third party annually at the same time the City, the Company, or any other approved sublessee, as applicable, submits the required Acuhual Wet Slip Revenue Report to the State, with a copy to the City, as applicable. Thirty (30) days prior to the due date, tlhe Company or any other approved sublessee, as applicable, shall pay to the City for remittance to the State, or the Company or any other approved sublessee, as applicable, may etect to pay to the State directly, any and all rental fees as provided for in the State Submerged Lands Lease Renewal in excess of $2,000 as increased annually based upon increases pursuant to the Florida Administrative Code. (ii) Waiver on Parcels 2 and A2; The City shall pay to the State for Parcels 2 and A2 artnual fees that shall in the aggregate not exceed $27,000, as increased annually based upon increases in the CP1. The initial annual base fee for the period from October 1, 2004 through June 30, 2005 shall be $3,103.20; thereafter, the annual base fee shall MIAMI 45109568.1 76565/439 14 be calculated each year for the period from July I" througli June 30"' of the following year. Thirty (30) days prior to the dire date, the Company shall pay to the City for remittance to the State any and all other amotutts due pursuant to the Waiver which are in excess of $27,000, as increased annually based upon increases in the CPI as provided above. (iii) Waiver on Parcels 5 and 132: Thirty (30) days prior to the dire date, the Company shall pay to the City for remittance to the State one hundred percent (100%) of any and all fees due to the State pursuant to the Waiver on Parcels 5 and B2. (iv) The City shall remit payments due to the State during the term of the State Agreements and any extcnsions thereof within severe (7) days after the City shall have received all fees due fiorn the Company for the State Lease Property and the Waiver- Property. In the event the City does not timely remit such payments as provided above, the Company may make such payments to the State, and any portion thereof that the City is obligated to pay as aforesaid may be deducted by the Company from the next rental payinent(s) due from the Company to the City. D. Section 2 of the Agreement is hereby amended as follows: Section 2. Term: The term of this Agreement shall commence on the 30tr' day of September, 1955 and shall end on the 31 s` day of May, 203 5. Notwithstanding any other provision of this Agreement, the terns of this Agreement with regard to the State Lease Property shall expire on the earlier of: (1) the expiration or earlier termination of the State Submerged Larids Leas:, Renewal (or any further renewal or extension thereof}, or (2) May 31, 2035. 4. No Implied Modifications: Except as specifically provided herein, all of the terms and provision of the Agreement sha''l remain in effect. MIAMI 4509568.1 76565/43914 9 IN WITNESS WHERE0.171, the parties hereto have executed this Yot:rth Amendment to the Lease Agreement on the day and year first above written. ATTEST: City of Miami, a municipal corporation of the State of Florida I3y: By Todd B. CIai�l� n, City Cleric Da Apj)P ed As Worm Correetness: M I AM1 4509568.1 76565/43914 10 Print Name Composite Attachment I — Composite Exhibit A-2, including Exhibit 13,13-1, and 13-2 — Exhibit C - MIM/11 4509568,1 76565/43914 IM Baysliore Landing, LLC, a Florida limited liability company By: Name: Title: Collective Historic Lease Agreements Collective State Submerged Lands Lease Renowal and Waiver Corporate Authorization EXII BIT A" . LEGAL DESCRIPTION OF TFEE, PROPERTY PARCEL, 1: LOTS 20, 21 AND 22 AND TFIE NORTHEASTERLY HALF OF IAT 23, BLOCK 43, Of, "SAMUEL RHODES PLAT OF NEW BISCAYNE", ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK "B" AT PAGE 16, OF THE PUBLIC RECORDS OF MLAMI-DADS COUNTY,, FLORIDA, LESS TITS NORTHWESTERLY 4 FEET TIIEREOI~, AS RIGHT-OF-WAY DEDICATED TO TIS CITY OF MIAMI. PARCEL 2: A PARCEL OF SUBMERGED LAND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWiYS: (CONMNCE AT TI -1 NORTHERLY CORN''F.R OF LOT 20, BLOCK 43, OF "SAMUEL, RHODES PLAT OF NEW BISCAYNE", ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK "B" AT PAGE 16, OF THE PUBLIC RECORDS OF MIAMI -DADS COUNTY, FLORIDA, TI ENCE SOUTH 40 DEGREES 23 MINUTES 32 SECONDS EAST ALONG THE NORTHERLY LINE OF SAID LOT 20 AND ITS SOUTHEASTERLY PROLONGATION THEREOF FOR 691.46 FEET, MORE OR LESS, TO A PONT OF INTERSECTION WITI-I THE MLAMI-DAIDE COUNTY BULKI-1EAD LINE (U.S, HARBOR LIFE) AS RECORDED IN PLAT BOOK 74, AT PAGE 3 (SI-lEET 5), OF THE PUBLICAE CORDS OF NIIAMI-DADS COUNTY, FLORIDA, SAID POINT BEIiIG 111E, POINT OF BEGII�IING OF THE FOLLOWING DESCRIBED PARCEL OF SUBMERGED LAND; THENCE CONTINUE SOUTH 40 DEGREES 23 MINUTES 32 SECONDS EAST ALONG TIS SAID SOUTITEASTERLY PROLONGATION OF THE NORTHEASTERLY LINE Or LOT 20 FOR 270.0 FEET; THENCE SOUTH 49 DEGREES 33 MINUTES 29 -SECONDS WEST FOR 166,94 FEET, MORE OR LESS TO THE POINT OF INTERSECTION WITH THE SOUTHEASTERLY PROLONGATION OF THE SOUTHWESTERLY LINE OF THE NORTHEASTERLY 112 OF SAID LOT 23, BLOCK. 43; THENCE NORTH 40 DEGREES 23 MINUTES 32 SECONDS WEST ALONG THE SOUTHEASTERLY PROLONGATION OF TFIE SOUTHWESTERLY LINE OF THE NORTHEASTERLY 112 OF SAID LOT 23 FOR 183.7b BEET, MORE OR LESS, TO A POINT OF INTERSECTION WITH THE SAID MIAMI -DARE COUNTY BULKHEAD L3NE TIMNCE NORTH 21 DEGREES 41 MINUTES 51 SECONDS EAST ALONG SAID MIANIT-IDADE COUNTY BULKI-MAD LINE (U.S. HARBOR LINE) FOR 184:53 FEET, MORr OR LESS; THENCE NORTH 49 DEGREES 33 IVIR UTES 29 SECONDS EAST ALONG SAID MIAMI -DADS COUNTY BULKHEAD LINE FOR 3.87 FEET, MORE OR LESS, TO THE POINT OF BEGINNING, PARCEL 3: LOT 24 AND TI -IE SOUTHWESTERLY HALF OF LOT 23, BLOCK 43, OF "SAMUEL RHODES PLAT OF NEW BISCAYNE", ACCORDING TO THE PLAT TFLEREOF RECORDED IN PLAT BOOK "B", AT PAGE 16, OF THE PUBLIC RECORDS ON MIA H -DADS COUNTY, FLORIDA; LESS THE NORTHWESTERLY 4 FEET THEREOF, AS RIGHT-OF-WAY DEDICATED TO THE CITY OF MIAMI, PARCEL 4: A PARCEL OF SUBMERGED LAND N BISCAYNE BAY IN SECTION 22, TOWNSHIP 54 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA, LYING SOUTHEASTERLY Or AND ABUTTING LOT 24 AND THE S©UFHW.ESTERLY ONE-HALF OF LOT 23 (LESS THE NORTHERLY 4 FEET THEREOF) OF BLOCK. 43 OF "SAMUEL RHODES AMENDED MAP OF NEW BISCAYNE", AS RECORDED IN PLAT BOOK "B", PAGE 16, OF THE PUBLIC RECORD'S OF MIAMI-DADE COUNTY, FLORIDA, BEING MOUE PARTICULARLY DESCRIBED AS ' FOLLONVS: BEGIN AT THE SOUTHWESTERLY CORNER OF SAID LOT 24, SAID CORNED BEING IN TIM MEAN ITTGH WATER�L NE OF BISCAYNE BAY; THENCE SOUTII 40 DEGREES 23 MINUTES 32 SECONDS EAST ALONG T14E SOUTILEASTERLY EXTENSION OF THE SOUI'HVmSTERLY 'LINE OF SAID LOT 24, A DISTANCE OP 538.57 FEET TO A POINT IN THE- BULK.H23AD LINE ESTABLISHED FOR 'PHIS AREA AS SHOWN ON MAP IN PLAT BOOK 74, PAGE 3 (SHEET 5), Or THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE NORTH 21 DEGREES 41 MINUTES 51 SECONDS EAST ALONG SAID BULKHEAD LINE A DISTANCE OF 84.57 FEET TO THE INTERSECTION WITH THE SOUTITHASTI3RLY EXTENSION OF NORTHEASTERLY LINE OF THE SAID SOUTHWESTERLY ONE-HALF OF LOT 23; THENCE NORTH 40 DEGREES 23 MINUTES 32 ,SECONDS WEST ALONG SAID SOUTI-M-ASTERLY EXTENSION A DISTANCE OF 497.47 FEET TO THE MEANT HIGH WATER LINE OF BISCAYNE BAY; THENCE SOUTI~IWESTERLY AC ONG SAID MEAN I -1101-I WATER LINE -BOUNDARY OF SAID SOUTHWESTERLY ONE-RALF OF LOT 23 AND OF SAID LOT 24, A DISTANCE OF 75.00 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. PARCEL 5: A PARCEL OF SUBMERGED LAND MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTHEASTERLY EXTENSION OF THE SOUTHWESTERLY LINE OF LOT 24, BLOCK 43, OF THE PLAT OF "NEW BISCAYNE AMENDED", AS SHOWN IN PLAT BOOK "B", AT PAGE 16, ,OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA WITH THE MIAIAI-DADE COUNTY BULKHEAD LINE AS SHOWN IN PLAT BOOK 74, AT PAGE 3, (SHEET 5), OF TI -M PUBLIC RECORDS OF MIAv1I- Iv€ AMI -DADA COUNTY, FLORIDA; THENCE RUN NORTH 21 DEGREES 41 MINUTES 51 SECONDS EAST ALONG SAID BULKS-lEAD LINE FOR A DISTANCE OF 84;87 FEET, TO TTS NTERSEC'!" ON WITH THE SOUTI-ICASTERLY EXTENSION OF THE NORTHEASTERLY LINE OIC THE SOUTHWESTERLY 1/2 OF LOT 23, BLOCK 43 OF THE AFORESAID PLAT OF "NEW BISCAYNE AMENDED"; THENCE RUN SOUTH 40 DEGREES 23 NITNUTES 32 SECONDS FAST ALONG TIM SOUTHEASTERLY EXTENSION OF SAID NORTHEASTERLY LINE OF TI -TE SOUTIHEASTERLY 1/2 OF LOT 23 FOR A DISTANCE OF 283,73 FEET (285.72 FEET CALCULATED) TO A POINT; THENCE RUN SOUTH 49 DEGREES 36 MINUTES 28 SECONDS WEST FOR A DISTANCE OF 115.65 FEET (I 14,64 FEET CALCULATED) TO A POINT; -171-M-NCE RUN NORTH 40 DEGREES 23 MINUTES 32 SECONDS WEST F'OR A DISTANCE OF 225.0 FEET TO A PONT ON THE MIAMI-DADE COUNTY BULKHEAD LINE; THENCE NORTH 21 DEGREES 41 MINUTES 51 SECONDS EAST ALONG SAID BULI=AD LINE FOR A DISTANCE OF 44.86 FEET TO THE POINT OF BEGINNING OF THE HEREIN DESCRIBED TRACT OF SUBMERCED LAND. (SEE DEED 19448, RECORDED IN DEED BOOK 3133, PAGE 260). 2 PARCEL 6: A PARCEL OF SUBMERGED LAND IN BISCAYNE BAY IN SECTION 2.2, TOWNSHIP 54 SOUTH, RANGE. 41 EAST, MIAMI -DARE COUNTY, FLORIDA, LYING SOUTREASTERLY OF LOTS 20, 21, 22 AND THE NORTHEASTERLY HLF OF LOT 23, BLOCK 43, "RHODES NEW BISCAYNE AMENDED", ACCORDING TO THE PLAT THEREOF RECORDED 1N PLAT BOOK "B", AT PAGE 16, OF TIS PUBLIC RECORDS OF MIANII-DADiE COUNTY, FLORIDA, MORE, PARTICULARLY DESCRIBED AS FOLLOWS. COMMENCE AT THE SOUTHWEST CORNER OF THE SE 114 OF SECTION 15, TOWNSHIP 54 SOUTIL RANGE 41 EAST, MIAMI-DkDE COUNTY, FLORIDA; THENCE NORTH 87 DEGREES 30 MINUTES 21 SECONDS EAST, ALONG TIDE SOUTH LINE OF THE SE 1/4 OF SAID SECTION 15, FOR A DISTANCE OF 34.46 FEET TO A POINT ON THE MONUMENT LINE OF KIRK STREET, AS ESTABLISHED BY THE. CITY OF MIAMI, FLORIDA; THENCE SOUTH 38 DEGREES 09 MINUTES 56 SECONDS EAST, ALONG THE SAID MONUMENT LINE OF KIRK STREET, FOR A DISTANCE OF 128.73 FEET TO A PONT ON TIS MONUMENT LINE OF SOUTH BAYSHORE DRIVE, AS ESTABLISHED BY THE CITY OF MIAMI, FLORIDA; THENCE SOUTH 51 DEGREES 56 MINUTES 48 SECONDS WEST, ALONG THE SAID MONUMENT LTN'E OF SOUTH BAYSHORE DRIVE, FOR A DISTANCE OF 1,528.96 FEET TO T13E INTERSECTION THEREOF WI'1'H THE PROLONGATION NORTHWESTERLY OF THE NORTHEASTERLY LINE OF LOT 20, BLOCK 43 OF "RHODES NEW BISCAYNE AMENDED", PLAT BOOK "I3", AT PAGE 16, OF THE. PUBLIC RECORDS OF MLkMI-DARE COUNTY, FLORIDA; THENCE, SOUTH 40 DEGREES 23 MINUTES 32 SECONDS EAST, ALONG . THE PROLONGATION NORTHWESTERLY OF THE NORTHEASTERLY LINE OF THE SAID LOT 20 AND ALONG THE NORTHEASTERLY LINE OF THE SAID LOT 20 FOR A DISTANCE OF 724.46 FEET TO THE INTERSECTION THEREOF WITH THE MIAMI -DARE COUNTY BULKHEAD LINE, AS ESTABLISHED BY THE BOARD OF'COUNTY COMMISSIONERS OF MIAMI -DARE -COUNTY, FLORIDA (POINT OF BEGINNING); THENCE SOUTH 49 DEGREES 33 1V11,14-UTES 29 SECONDS WEST, ALONG THE SAID NHAMI-DADS COUNTY BULKHEAD LINE FOR A DISTANCE OF 3.97 FEET; THENCE SOUTH 21 DEGREES 41 MINUTES 51 SECONDS WEST, ALONG THE SAID !iIIAMI DADS COUN'T'Y BULICHEAD LINE, FOR A DISTANCE OF 184.49 FEET TO THE INTERSECTION WITH THE PROLONGATION SOUTHEASTERLY OF THE SOUTHWESTERLY LINE OF THIN NORTHEASTERLY MALI` OF LOT 23 OF SAID BLOCK 43; THENCE NORTH 40 DEGREES 28 MINUTES 32 SECONDS WEST, ALONG THE PROLONGATION SOUTHEASTERLY OF THE SOUTI-IVYESTERLY LINE OF THE NORTI-IEASTEI2LY HALF OF THE SAID LOT 23 FOR A DISTANCE OF 497.6 FEET, ,MORE OR LESS, TO TIE FACE OF AN EXISTING' CONCRETE ' BULKIE-AD; THENCE NORTHEASTERLY ALONG THE FACE OF -AN EXISTIIN'G CONCRETE BULICIIEAD LINE, FOR A DISTANCE OF 10 FEET MORI•I, OR LESS; THENCE SOUTHEASTERLY, ALONG THE FACE OF AN EXISTING BULIC;IEAD FOR A DISTANCE OF 82 FEET, MORE OR LESS; THENCE NORTHEASTERLY ALONG TIIE, PACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 53,9 FEET, MORE OR LESS; THENCE SOUTHEASTERLY ALONG THE PACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 74.3 FEET, MORE OR LESS, THENCE, NORTHEASTERLY ALONG TI -M FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 12 FEET, MORE OR LESS; TI-IFaNCE NORTHWESTERLY, ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 52 FEET, MORE OR LESS; THENCE NORTHEASTERLY, ALONG THE FACE OF AN EXISTNG BULKHEAD, FOR A DISTANCE OF 17 FEET, MORE OR LESS; THENCE SOUTHEASTERLY, ALONG THE FACIA OF AN EXISTING BULK -1 -MAD, FOR A DISTANCE OF 156.75 FEET, MORE ; OR LESS, THENCE NORTHEASTERLY, ALONG TI -M PACE OF AN EXISTING BUL C7MAD, FOR A DISTANCE OF 31 FEET, MORE OR LESS, THENCE NORTHWESTERLY, ALONG THE FACE OF AN EXISTING BULKHEAD, FOR A DISTANCE OF 19 DEET, MORE OR LEE; THENCE NORTHEASTERLY FOR A DISTANCE OF 32 3 FEET, MORD OR LESS, TO A POINT IN THE PROLONGATION SOUTHEASTERLY C' TI -M NORTHEASTERLY LINE OF THE SAID LOT 20; THENCE SOUTH 40 DEGREES 23 MINUTES 32 SECONDS EAST, ALONG THE PROLONGATION SOUTIMASTERLY ON THE NORTHI ASTERL,Y LINE OF THE SAID LOT 20 FOR A DISTANCE OF 164A FEET, MORE OR LBSS, TO THE POINT OF BEGiNNINO, PARCEL 7: A PARCEL OF SOVEREIGNTY LAND, NOW PILLED, LYING IN BISCAYNE BAY IN SECTIONS 22, TOWNSLIIP 54 SOUTH, RANGE 41 EAST, MIAMI -RADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHWEST CORNER OF THE SE 114 OF SECTION IS, TOWNSHIP 54 SOUTH, RANGE 41 EAST, MIAMI -DARE COUNTY, FLORIDA, THENCE NORTH 87 DEGREES 30 MINTUTES 21 SECONDS EAST, ALONG THE SOU'T'H LINE OF THE SE 114 OF TIIE SAID SECTION IS, FOR A DISTANCE OF 34.46 FEET TO A POINT ON THE MONUMENT LINE OF KIRK STREET, AS ESTABLISHED BY THE CITY OF MIAMI, FLORIDA; THENCE SOUTH 38 DEGREES 09 MINUTES 56 SECONDS EAST, ALONG THE SAID MONUMENT LINE OF KIRK STREET, FOR A DISTANCE' OF 128.73 FEET TO A POINT ON THE IvfONUMENT LINE OF SOUTH BAYSHORE DRTVE, AS ESTABLISI)ED BY THE CITY OF MIAMI, FLORIDA; THENCE SOUTH 51 DEGREES 56 MINUTES 48 SECONDS WEST, ALONG THE SAID MONUMENT LINE OF SOUTH BAYS --HORN DRIVE, FOR A DISTANCE OF 1,528.96 FEET TO THE INTERSECTION THEREOF WITH THE PROLONGATION NORTHWESTERLY OF TEE NORTHEASTERLY LINE OF LOT 20,. BLOCK 43 OF "RHODES NFAV BISCAYNE AMENDED", PLAT ROOK "B", AT PAGE 16, OF THE PUBLIC RECORDS OF MLAMI-DARE COUNTY, FLORIDA; THENCE SOUTH 40 DEGREES 23 MINUTES 32 SECONDS EAST, ALONG THE PROLONGATION NORTHWESTERLY OF THE NORTHEASTERLY LINE OF THE SAID LOT 20 AND ALONG THE NORTHEASTERLY LINE OF THE SAID'LOT 20 FOR A DISTANCE OF 323 FEET MQu_ OR LESS TO A POINT ON TI -IE ORIGINAL HIGH TIDE LINE OF BISCAYNE BAY AS SAID HIGH TIDE LINT, IS SHOWN ON TIM SAID PLAT OF RHODES NEW BISCAYNE AMENDED; (POINT OF BEGINNING) TI-IENCE CONTINUE SOUTH 40 DEGREES 23 MINUTES 32 SECONDS EAST ALONG TEE PROLONGATION SOUTHEASTERLY OF I'fIE NORTHEASTERLY LINE OF THE SAID LOT 20; t� OR A DISTANCE OF 237 FEET, MORE OR LESS, TO THE EXISTING NIGH TIDE LINE OF J3ISCAYNB BAY; TI­IENCE SOUTHWESTERLY, MEANDERING THE HIGH TIDE LINE OF BISCAYNE BAY FOR A DISTANCE OF 33 FEET, MORE OR LESS, TO A POINT ON THE FACE OF AN EXISj"ING BULKHEAD; THENCE SOUTI-MASTERLY ALONG Tm-FACE OF AN EXISTING BULKIIEAD FOR A DISTANCE OF 19 FEET, MORE OR LESS; THENCESOUT11WEETERL Y ALONG TIM PACE OF AN E'XISTING 13ULK1IEAD FOR A DISTANCE OF 31 FEET, MORE OR LESS; THENCE NORTHWESTERLY, ALONG TIS FACE OF AN EXISTING BULKEEAD FOR A DISTANCE, OF 156.75 FEET, MORE OR LESS; THENCE SOUTHWESTERLY ALONG TOE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE OF 17 FEET, MORE OR LESS; TI-IBNCE SOUTHEASTERLY ALONG THE FACE, OF AN EXISTING BULIUMAD FOR A DISTANCE OF 52 FEET, MORE OR LESS; THENCE SOUTHWESTERLY ALONG THE DACE OF AN EXISTING BTJLKTTFAn FOR A DISTANCE OF 12 FEET, MORE OR LESS; THENCE NORTHWESTERLY ALONG THE FACE OF AN EXISTING BULKHEAD FOR A DISTANCE. OF 74.3 FEET, MORE OR LESS; "HENCE SOUTHWESTERLY ALONG TI IE FACE OF AN EXISTING F3UI,K.HEAD FOR A DISTANCE OF 53.9 FEET, MORE OR LESS; THENCE NORTHWESTERLY ALONG THE FACE OF AN EXISTING BULK14EAD FOR A DISTANCE OF 82 FEET MORE OR LESS TO A POINT ON THE ORIGINAL HIGI-I TIDE LINE OF BISCAYNE BAY AS SHOWN ON THE SAID -PLAT OF "NEW BISCAYNTE AMENDED"; THENCE NORTHEASTERLY MEANDERING THE SAID ORIGNI AL HIGH TIDE LINE OF 131SCAYNE BAY FOR A DISTANCE 4 - OF 157 FEET, MORE OR LESS TO THE POINT OF BEGINNING, AND ALL LANDS ALSO DESCRIBED IN WARRANTY DL' -ED DATED APRIL 17, 1968 AND FILED IN OFMCIAL RECORDS 1300K 5913, PAGES 253 AND 254 OF THE PUBLIC RECORDS OF DADE COUNTY, FLORIDA. THE AFORESAID PARCELS ARE TO USED AS AN EASEMENT FOR INGRESS EGRESS FOR THE FOLLOWING PARCELS OF SUBMERGED LAND: PARCEL A2; A PARCEL OF SUBMERGED LAND IN BISCAYNE BAY BEING IN SECTION 22, TOWNSMIIP 54 SOUTH, RANGE 41 EAST, IVIIAMI-DADL COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE: AT THE NORTF.ERLY CORNER OF LOT 20, BLOCIC. 43 ,"RHODES ANIEN-DED PLAT OF NEW BISCAYNE", ACCORDING TO TFM PLAT THEREOF AS RECORDED IN PLAT BOOT: B, AT PAGE 16, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE SOUTH 401123'32" EAST ALONG THE NORTHERLY LINE OF SAID LOT 20 AND ITS SCUTI-IEASTERLY PROLONGATION THEREOF FOR 691.45 FRI?.T, MORE OR LESS, -TO A POINT OF INTERSECTION WITH TF]E MIAMI-DADE COUNTY BULKHEAD LINE (U.S. HARBOR LME) AS RECORDED IN PLAT BOOK 74, AT PAGE 3 (SHEET' 5), OF THE PUBLIC RECORDS OF M AMI-DADE COUNTY, FLORIDA; THENCE CONTINUE SOUTH 40023'32" EAST ALONG TITS SAID SOUTHEASTERLY PROLONGATION OF TIAL NORTHEASTERLY LINE OF LOT 20 FOR 270.0 FEET; THENCE SOUTH 49°33'29" WEST FOR 41.09 FEET, MORE OR LESS TO THE POINT OF BEGINNING OF TIM HEREIN DF-SCRIBED SUBMERO D PARCEL OF LAND; THENCE SOUTH 39°25' 15" EAST, 90.15 FEET; THENCE SOUTH 50°34'45" WEST, 92.00 FEET, THENCE NORTH 39°25'15" NEST, 88.51 FEET; THENCE NORTH 49°33'29" .EAST, 92.01 FEET TO TI -M POINT OF BEGMNING. CONTAINING 0.19 + ACRES. PARCEL B2: A PARCEL OF SUBMERGED LAND IN BISCAYNE BAY BEING IN SECTION 22, TOWNSHIP 54 SOUTH, RANGE 4l EAST, MIAMI-DADE COUNTY, FLORIDA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE SOUTHEASTERLY EXTENSION OF THE SOUTHWESTERLY LINE OF LOT 24, BLOCK =43, OF TH PLAT OF "NEW BISCAYNE AMENDED", AS SHOWN IN PLAT BOOK `B", AT PAGE 16, OF TIM PUBLIC RE CORDS OF MIAMI-DADE COUNTY, FLORIDA, WITH TIS, MIAMI-DADE COUNTY BULKHEAD LINE AS SHORN IN PLAT BOOK 74, AT PAGE 3 (SHEET 5), OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, laLOlUDA; THENCE RUNS 21°rll'S1" W ALONG SAID BULKI-�AD LNE FOR A DISTANCE OF 44.86 FEET TO TIM PONT OF BEGNNING OF THE ITCREIN DESCRI. ED PARCEL OF SUBMERGED LAND; THENCE S 40023'32" E, 225.00 FEET; THENCE N 49°36'23" E, 92.14 FEET; THENCE S 40°23'32" 13, 63.39 FEET; THIENCL S 49°36'28" W, 120.25 FEET; TI -FENCE N 40°23'32" W, 273.50 FEET TO A POINT ON TIIE AFORESAID MIIAMII-DADE COUNTY BULKHEAD LINE; THENCE N 21°41'51" E ON SAID BULXHEAD LINM, 31.x31 FEET TO THE POINT OF BEGINNING- CONTAiNIN(3 0,315 + ACRES. PARCEL C2: A PARCEL OF SUBMERGED LAND IN BISCAYNE BAY BEING IN SECTION 22, TOWNSHIP 54 SOUTH, RANGE 41 EAST, 1AIAh•II-DADS COUNTY, FLORIDA, LYING SOUTHEASTERLY OF LOT 24, BLOCK 43, OF ''SAMUEL RHODES PLAT OF NEW BISCAYNE", AS RECORDED IN PLAT BOOK "B", PAGE 16, OF THE PUBLIC RECORDS OF MlAhlI-DARE COUNT', FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE SOUTHWESTERLY CORNER OF SAID LOT 24, SAID CORNER BEING THE VMAN IIIGH WATER LINE OF BISCAYNE BAY; THENCE S 40023'32"E ALONG THE SOUTIIEASTFRLY EXTENSION OF THE SOUTHWESTERLY LINE OF SAID LOT 24, FOR 538,57 FEET TO A POINT IN ;THE MIAMI-D.ADE COUNTY DULIU-IEAD LINE ESTABLISIIED`F'OR THIS AREA AS SHOWN 011 M -AP IN PLAT BOOK 74, PAGE 3 (SHEET 5), OF THE PUBLIC RECORDS OF MIAMI -RADE COUNTY, FLORIDA; THENCE S'21'41'51" W ALONG SAID BULKHEAD LINE, 67.75 FEET TO A POLNT ON THE SOUTHEASTERLY LINE EXl'iENSION OF THE SOUTHWESTERLY BIGHT -OF -WAY LM OF AVIATION AVENUE; THENCE N 40°23'32" W, ALONG SAID SOUTI-IEASTERLY EXTENSION LINE OF SAID SOUTHWESTERLY RIGHT-OF- WAY LINE, 88.93 FEET; TFIENCE N 49'36'18" E, 25,9$ FLET; THENCE N ,40°23'32" W, 460.24 FEET; THENCE S 57028'54" W, 26.23 FEET TO A POINT ON THE AFOREIII]ENTIONEK.) SOUTHEASTERLY EXTENSION OF THE SOUTHWESTERLY RIGHT-OF-WAY LINE OF AVIATION AVENLYE; ITIFNCE N 40°23'32 W ON THE AFOREMENTIONED IEXTFNSION OF THE AFORESAID RIGHT-OF-WAY LINE, 25.24 FEET TO TI-IIE PACE OF AN EXISTING CONCRETE BULKI-MAD; THENCE N 57°28'54" E ALONG THE DACE OF AN EXISTING CONCRETE BULIl•=AD FOR A DISTANCE OF 60.57 FEET TO TI -M POINT OF BEG INNINCG, CONTANING 0,49 + ACRES. 'flus Inst umcnt Preptircd By: Ceteda Wallace Bureau of Pu')lic Lind Administration. 3904 Comrnonw:altlt Boulevard Mail 5tetion No. 125 Tallahassee, Florida 32599 BOARD OF TFLUSTEES OFTHE DJERINAL UvtPR0Vi_MH,,gT,rRlJST FUND OF THE STATE OF FE.O UDA SOV REICYNTY SUB&EROBD LANDS LEASE RFNEMIAl., ROT F tL£ NO 130034016 THIS LEA SE is hereby issued by the Board o[Trusices of tliz, Intcmal ImprovemeW Trust Fund of the State of Flurida, hereinaClur referred to n the Lessor. WMI1355ETU: That for and in corziderat on of payutcut of the annual Ime fes hareina tier provided and the. -tlrtul and timely perfrrmauce nfand compliance with all terms and conditions stated herein, the Lrssordees hereby lease to Q,,t ,of N iiamij municipal corporation, of the St:rte of Ficrida h"reinafter referred to as the Lessee, the sov=ignty lanes described as Billows: A parcel of sovereignly sttbmergcd land in 5cction 22, Tnvushi,D 54 Soull> Range 41 East, in Biscavtte Bay, ivffi=i-Cadq County, containing ? 1.344 square feet, more or less, as is more particularly describej and shown as Parcel C2 on Artachment A, elated Jttly 27.2004. TO PI VE THE USE OF the ho reinabove described prcroises from July 1, 20I4, tL•e offectivc date of this lease ran,wal, &rough July 1, 202=1. tic expiration date of this lease renewal. The terms and conditions on and for which this lease rem-wal is granted axe as Follows: t. USL OF PROPERLY_ The i.cy, e is hereby authorized to operata an existing 34-slia commercial docking facility to be used exclusively for nioaring of ocrainercial and recreational vessels in conjunction with an upland conrtucreial rat rina at restaurant, with fue!inx facilities, kta a sewage pumpout :facility if it meets the regulatory requirements of the State of Florida Departntcnt of Eavimninental Protection or State of Florida Department of health, wlilchever agcncv bas jurisdiction, and with €iveahowds as riefined in paragraph 26 as shown ane conditiocctl in Attachment A. Ail ofthe foregoing subject to the remmoingeorditions ofthis lease renewal. [01-01j 2. LEASE FBFS: The Lessee Hereby agrees to pay to We Lessor as annual lease re.- or:S2.Yt87.13 plus sales tax pursuant to Sectioa 212,03:, Florida Statutes, if applicable, within thirty (30) bays of the date of receipt of the invoice. Tfi9 arulual Ne for the t'emaining years of this lease shall be adjusted pursuant to provisions of Rule t d-21.411, Florida Administrative Code. The State or Florida Department of Environmental Protection, []:vision of State Lands (the "Divisio€i') tints notify the Leasee in writing o f tllc amount and titc dun date of each subsextaenl annual lease pay.nent during the remaining tern} of tfa is !ease, All :ease i,cs due be.reunder shall be remitted to the Div',siott as agent for the Lcssar, 3. l'A PAYMMN'T: (A) The Lessee shall provide upon rezinest by lite I.csscrany and all irrfonnadorl in a CUrtified form heeded to calculate the lease fee specifiers in r-ariumph two (2) above, including the income, as defined in subsection 18-21.0€13(3'. ), Florida Administrative Cade, derived directly or indirectly fro.n the use of sovereignty submerged lands on an annual b;:sis. When six percent (6%) ofsaid annual income exceeds the base fee or rninimurn annual fee established pursuant to Tule 13-21.01 1, Florida Administrative. Code, for any lease. year during the terns of this lease, the Lessor shall sesld the Lessee a suppleme-ntaI invoice for the differ wince in the amounts far that lease year. (l3) i he �rstruwent or agreement used by the Lessee to transfer or assign the right to use a wet slip at the decking facility to a third pstny shall include a pro iision that clearly notifies the we, slip rmterhiser/holder that if the tart slip rentaduser,'holder subsequently transfers his right to use said wet slip to another party, the in:stniment or agreement used to trans€cr said wet slip shall contain a provision that requires six percent (6%) of the annual gross incorre derived € oln said instrumen. or Agreement for the use of said wet slip be paid to tha Lessee who, upon receipt, shall report and transmit said aan�unt to the Lessor. The irstrurnent or agreement used by tte Lessee to transfer a wet slip shall also include a provision that clearly notifies tLe wet slip renter/nserfnolder that no interest in said 'Net slip may be further transferred unless a ss_bstantially similar provision to the one contained in the preceding sclitcncc is placed in each succeeding ;nstrurneat or agreement used to transfer said wet slip to each new wet slip realer/uszrlholder. (C) The Lessee shall submit to Eic Lessor each iasirunicat or agrccmem i scd by the Lessee to transfer or assign tate right to use a wet stip -,it the ducking facility to a third party annually at the same time tate Lessee iiibmits rhe required Annual Wet Slip Revenue Report to the.Lessor, A. LAVE FEE ASSESSMENTS: The Lessee shall pay plate payment assessment fol lease Cees or other charges due under IN,; lease w1hich are no paid within 30 days after the due date. This assessment shall be computed at the ,ate ortu'elve percenr (12%) per anrr.rrn, calculated on a Gaily basis for every Gay the payment is late. 4. EXAMINATION N OP LESSEE'S REC_.+ORQSr Far purposes of this lease renewal, the Lessor is hereby specifically authorized and empowered to exarninc, for the term of this lease renewal including any extensions thereto plus three (3) additional years, at all reasonable hours, the books, records, conncts, and other dacuments confirnurlg and pe raining to the compu=a:ion of annual lease payments as specified in paragraph two (2) above. 6. MfATNTENANCv OF LESSEE'S RECORDS: The Lessee shall maintain separate aerounting records Cor: (i) gross rever me derived directly front the use of the leased premises, (ii) the gross revenue derived indirectly from the use of ,he leased oremisc;s, and (iii) all other gross reventue derived from the Lessee's operations on the riparian upltwd property, The Lcscce shall seeu.c, maintain and keep all records for the entire term of dais lease renewal plus three (3) additional years. This period sihall be extended For an additional two (2) years upon rcquwst :or cxarnisiation oral] records and accounts for lease verification llurpose.s by the Lessor. 7. &M, EEMENT TO EXTENTOF USE This lease is given to the Lessee to use cr occupy thc leaser' premise, only for diose activities specified herein. The Lessee shall not ('t) ehange or add to the apprcved use of the leased premises as defined herein (e.g., from ccrnnlercial in multi-raalily residential, from tcinporary mooring to rental of wet slips, from rental of :vet slips to santractuut agreement ;vith dlirrl peaty for tiocicitt$ of cruise ships, from rectal o£recreatianai plc2sure craft to rental or temporary mooring of charter/tour boats, Crom Icadiog/offloading coinnlercial to rental of wet slips, e(c.); (ii) ehanae activities in any manner Haat may have an enviroarocntal impact that was tiot considered in. the of iginal authorization or reaularory permit, or (iii) change the type o= us: of the riparian uplands or as perinitled by the Loss3eIs interest in the riparian upland property that is more particularly described in Attachment 1_l without first ol)(Ar.ing a regulatory pertnWraodiried. permit,;f applicable, the Lessor's written authorization in the form ofa modified lease, the payment of additional Fees, if applicable, and, iC appliclhie, the removal of any structures which may no longer qualiry for authorization uudet the modified lease. Page 2 of 15 Pries Sovereignty Submerged Land. (.case No, 130034016 S. PROPERTYRIGHTS HTS; The Lesscc shall make no claim of title or interest to said lnnds hereinbefore described by reason ofthca occupancy or use thereof, and ail titre and interest to said land hereiubefere dcscr_bcd is vested W the Lessor. The Lessee is prohibited froth including, or making any olaim that purports to include, said lands described or the Lessee's leasehold interest in said lands into any forth of private ewnrrship, including but not limited to arty form of condominium or cooperative ownership, The Lessee is further prohibited rmni making any shirt, including any ndvertisemcnt, that said land, or the use thereof, may be ptn•chased, sold, or re -sold. 9. INT1aFST IN RI.PAMN UPLAND Psi P� E RTY: During the terns of this lease, renewal, the Lessee shall maivl; in satisfacttaryevidcuce of sufficient upland interest as rrg6rcd by paragraph 18-21,004(3)(b), Florida Administrative Code, in the riparian upland property that is more particularly described Li Attachment B and by reformicc €nadc a pail hereof together with the riparian rights app.ntenant thereto. Ifsach interest is termi-nated or the =essor determincs that such into --est did not exist au d!e effective date of this lease, this :case may be. tcro` Lessor, rinated at the option the If the Lessor ter mLnutes this lease, the Lcssec agrees Hat to assert a stalls or defanse against the Lessor arising out of this leasa. Prior to sale and/or termination of (lie Lessee's interest in the riparian upland property, the Lessee shall inform any potential buyer or transferee of the Lessee's iuterest in the riparian upland properly and the cxis:ence of this lease and all its terms and conditions and shall complete and cxceutc any documents required by the Lessor to effect an as.5ign hent of this lease, if consented to by the Lessor. Failure to do so will not relieve the Lessee from responsibility for hull compliance with the ten-ws and conditions of this Ica -se which. izuciudc, but are not limited tn, payment of all fes and/or penalty assessments incurred prior to such act. 10. ASSIGN1MiFNT OF LFASE RE EWAL: This le= rer€ewal shall not be assigned or otherwise transferred by either parry without prior wr'ittcn cilvsert of either party's duly authorized agent. Such assiwmtent u. other transfer shall be subicct to :h: tennis, ooaditions aad provisions of thls lease renewat, current management standards and applicable laws, ruleh and regulation in effect at that ti.nc. Any assigrtnent orolhcr transfer without prior written consent of the respective party shall be null and void and without le -Wil effect. The Lessor herby consents to a sublease of the leased preaiises by and between the Lessee, as sublessor, and Bayshore Landing, LI -v or their respeetive leasehold martgagecs, as sublessee. The Lessee a, ccs that it will no- grata a SLblew5e to any party other titan Bayshore E.andino, LLC or their leasehold mortgagee w-ithou: the prior written coasar_t of the Lessor and die Lessor agrees brat it will not unraasonably withhold conselt. The Lessee thereby ackno,vledge.. that the sublease is and shall be a' all times subordinate 'o this lease, The Le>see shall ensure that tate sublessee uses tine leased premises only for the express purpeses stated in paragnaph 1 ofthis lease, and perfonns aad observes the covenants, conditions, and terns of this lease on t;ho part of the Lessee to be performed and observed. 11. Leff FII .11 FICATIC N(JIINVESTIGATFON OF A.LL CI AIM& The Lessee shall invesligate all G' a:ms oi` every nature atisinp out of this les sv at its expense. Each party is responsible for all personal injury arid property danrave attributable to the negligeat acts or orrissions of i hat party and the officers, employees ane agents Laereof. Notluug herein shall be construed as all ind,;mrtity or a waiver orsovereign tmrnuaity enjoyc3 by any party hereto, as provided in Section 768.28, Florida Stahites, as ttncnded, fi'am time to time, or any ot'uer law providing limtitat:cns ort claims, 12. NIOTICES/COIyII'FJAINCI 1 T-.RlMIN 1TIpN: The Lessee hinds itself, its succes:mrs and assia , to abide by the provisions :ted conditions hereir. set forth, and said previsions and condidDas s'aall be dcemcd covenants oC the Lessee, its successors and assigns. in the event the Lessee faits or refuses to comply wit'.i the provisions and conditions hcrekt set forth, or tri €Ile event the Lesscc violates any of the provisions and conditions l_e•ein set forth, and the Lessee :ails or refuses to comply with any of said provisions or conditions wit!tiru twenty (20) Clays of receipt of the Lessor's notice to correct, this lease may be terminated by the Lessor upon thirty (30) days written roticc to th:. Lessee. If car:coled, all of the above. -described parcel of land shall revert to the Lessor. All notices required to be given to the Lesscc by this lease or applicable ta4v or administrative rules shall be sufficient if sea. by U.S. Mail to the fellowing address; City c;f Nliami, Florida Np-hrlrtent of Real Estate and Asset rbfanage•ntert •1,14 SSV 2n4 Avenue, 3`4 Doer Miami, Florida 33130 Copy to: City of ttvaami Cky Attorney 444 5W 21 Avenue, 411 Floor ivliuml, Florida 3.1130 The lessee shall notify the Lcssor by certified mail of any change to this address at least ten (10) days before the change is effective. Pape 3 of 13 Pages Sovereignty Submerged lands Lease No. 13003.N 16 13. The Lessee shall assume a.il responsibility for liabilities that acerae to the subjcvt property orto the improvements thereon, including any acid all drainage or special assessmcr.t.s or :axes 0 every kind and descripion vvhich are now or mzy be hereafter lawfully assessed anC-.vie:d agaiiis the su6iCct property duri lg the effective period of this lease renewal. 14, NUISANCES OR fLI, GAL OPZ&i TIQN, : The Lessee shall not perrnit the leased prenuses or any part thereof to be used or occupied for any purpose or business other than herein speciticd unless such proposed use and occupancy are consented to by the Lessor and the lease k midi tried accordingly, nor shall Lessee knowingly perrt;it or suffer any nuisances Or illenal operations of arty kind on the leased premises. 15. I [ATI1rI GPIAtiOE OF FACTi l'iY 11ZIGF rF TU INSPECT: The Lessee shall maintain the leased premises in good condition, kecpir; the strictures aid eq-,dpmert located thereon in a good state of repair in the interests of public health, safely and wol:'ax- The leased premises shall be subject to inspection by the Lessor or its desigaared agent at tiny reasonable time. 16. NON-DISCIt M IATION: T`hc Lessee shall net discriminate against any individual because ofthat individual's race, color, religion, sett, national engin, age, disability, or marital status will^ respect to a:iyacthity occurring witlwt the area sabiect io this 1CR30 renewal or upon lands adjacent to and used as an adjunct o. -the leased area, 17. ENF0RCF_.ivrFN7 OF PROVTS10NS: No failure, or successive failures, on the cart of the Lessor to enforce any provision, nor any waiver or successive waiver oil its part of any provision herein, shall operate as a dis harge thereof or render the s< rag inoperative or impair tho right of the Lessor to enforce the same upon, any renewal thereof or in the event o f subsequent breach or breaches, 15 ; I2-NC175IUyi Cif+, + NJc' DUpon expiration olr cancellation of hitt •.ease rentwal all perni.ission orzanted herernrder shall cease anti ninate. 19. REWfAIAL FROVFSION` : Stich renewal sha'.l bo subject to the terms, coLdl tions and provision., or tnanagreaient standards and applicob ielaws, rules and raandations in effect at that time. In the event that the Lessee is in full cornplizuce with tlrcz terms Uririis lease, the Lessor will ;reg n the renewal process, The term of any renewal granted by the Lessor shat: commence oil the lust day of the previous lease ten,i. In tate event the Lessor does nol gra.lit a ronewal, the Lessee shall vacate the leased prernises and remove all srrt:crures and equipment occupying and erected thereon at its expense. The obligaticn to remove all struetures authorized hereia upon termination of this least renewal shall constitute nus affirmative coven act upon the Lessee's inter=st n the r.parian upland prcpery more particularly described in A Itachment b, which shall run vd1h 'he :isle to the Lessee's interest in said riparian atplaoc property and shall be binding upon the Lessee and lho Lessee's 5LCcesSors in title or Successors in interest. 20. REMOVAL OF STRUCTURESI,AMA. MSTRATIVE Fl; TES: If the Lessee does not remove &lid structi es and equipment occupyi ng and erected upon the. !rsased premises after expiration or cance.lation of this lease renewal, such structures and equipment will be deemed forfeited to the Lessor, and the Lessor may autharizc removal and may sell such forfeited siruotures and equipment after ten 110; days written notice by ccrtircd snail addressed to the Lcssec at the address speci lied in Paragraph 12 or at such address on record as provided to the Lessor by the Lessee. He,vcver, such remedy shall be in addition to all other remedies availaEe to the Lessor under appileablc laws, rules and regulations including the r'.ght to compel renieval of all slnro;ures and tilt dj,1lic to impose adntiliistrtttiVe lines, 21. Subject to the noticing provisions of Paragraph 20 of this lease, any costs incurred by the i..eSS01' in removal of any strictures and equipment constructed or maintair.cd on state lands shall be paid by Lessee and any unpaid costs and cxponses shall constitute a lien upon the Lessee's irteres, in.the riparian upland properly that is more particularly described in _i!tachmenit B This lieu on the Lessee's interest in the riparian upland property shall be enforceable in summary proceedings as provided by lave. 22. RIPr'<R" RIUM—SIFINA1. ADJUDICATION: In llrc event that aay part of any structure authodzed hereunder is de-termircd by a Lina: adjudication issued by a court of Competent jurisdiction to etxsroach on or interfere with adjacent riparian rights, Lessee agrees to either obtain wrifterr consent for the offending structure front the affected riparian owner or to remove the interference or encroachment w it[rini 60 days from the date of the adjudication. Failura to comply with this par►grap4 shall, constitute a material breach of this lease rencwatl agroennent and shall be grounds fur imnncdiate Icrutination of this lease reliv al agreemenl at the option orfne Lessor. Page 4 of 15 Pages Sovereignty SubmcrJad Lands Lease No, 130434016 23. AR•[rNT33vlLNTSAi -MI)II-IC;;ITI NS, This lease renewal is the entire and only agreement between the parties_ its provisions are not severable_ Any amondtneat or modiricatior. to this lease renewal must be in tinting, must be accepted, acknowlcdgerl and executed by the Lessee. and Lesssor, and must contiply with the utiles and statutes is existence at the time of the cxccutio: ofthts inordlication or amendtrcrit. Notwithstanding tae provisions of this pzragraphl if mooring is authorized by this lease, the Lessee may install boattifts within Ilio 'leased premises without formal modification of rite lease provided that (a) tine Lessee obtains any state or local regulatory permit that may be required; and (b) the location or size of the lift does not increase Iiia rrtoor;ng capacity of the docking facility. 24, ADVERTISEii\fI:NT/S[C=NSiIrON-WATERDC?1:PMriif ACTNITrESAADM'rfOiNALACTIVfI'IEStiTAIOR STRUCTURAL RF1'AIRS: No Permanent or temporary signs directed to the bratir:g public advertising the sale of alcoholic Beverages sbatl lc erected or placed within the leased prenr;scs. No restaurant or d'uuttg activities are. to occur within the leased premises. The Lessee; s'.tall ensure tliat no pen tnaner:. , temporary or floating structures, fences, decks, pilings or any structures whose use is not water-deperdent sba;l be erected, or conductec over sovereirgnty subme.ged lands without prior w ritlen consent Lain the Lessor. No additional, struemi'es ancl/or a_tiviries including dredging, relocatioJrealignmeut or major repairs or renovations to autho.i: cd structures, shall be erected or conducted on or over sovereignty, submeraecl lands without prior written consent from the Lessor. Unless spec;fically attlhurized in writing; by the Lessor, siich netivides or stnactures shall be considered unauthorized and a violation of Chapter?53, Florida Statvtes, and shall Sub get ll',c Lessee to adtninistntive fines unser Chanter 18-14, Ftorida ,A. �iiiJstrative Code. This ec,nclition does not apply to minor stntclural repairs r,-quired to mairimin tl,e authorized structures ir, a good state of repair in the i3ltyrests of public health, saFety or welfare; provided, however, that such activifts shall not exceed the activities authorized by this agrecutent, 25. COryEI'L[ANC'E WITH FLOfiMA LAWS: On or in conjiurction Frith the use of the leased pre:nlses, the Lessee s)afl at all tunesmp comply with all Florida Sta:ules and all administrative rules promulgated thereunder. Any unla.vfu[ activity which occurs oil the leased premises or in conjunction with the use of the leased prcrnises shall be grounds for the termination of this lease by the Lessor. 26, L WFA�OARDS; Tare germ "ti veainua:d" hti dcf ed as a vessel docked at the facility and inhabited by a person or persons for arty rive (5) consecutive days or a total often (1 G) days within a thirty (30) day period. If tiveaboards arc antsorized by paragraph one (l) of this lemc,'in no event shall such "liveabcard" status exceed six (f) ranitths within any tweive (12) mnatli period, nor slza!l any such vessel corstitnte a legal or primary residence, 27, GAMBLING VESSF-13: During the term of this lease. and any renewals, extensions, modifications or assignmems thereof, Lessee shall prohibit the operation of or entry onto the leased prctnises of gautbling ensise ships, or vessels that arc used principally for the purposra of gambt:ng, when these vessels are engaged in "cruises to nowhere," where the ships leave and return to the state of 1icrida without all irtcrven!zg stop within attather stale or Foreign country or waters %within the jurisdiction of another state or foreign country, and any watercra[i used to carry passengers to and From such gaunbling cruise ships. 28. SPECIAL LEASE CO`Fl)ITKOl`f: A miaiinurn of ninety perceat (90%) of the wet slips at the docking facility shall be made available for rent to the general public on a ":lust come, first served" basis, as defined in subsection 18-21.003(27), Florida Administrative Code, with no tonger than one-y-ar renta; tzrrns and with no automatic renewal rights or cendit.ions. To help ensure coripliance with raid to assist iu providing lni3lic au-areae::s of this requirement, the Lessee shall erect permanent signs at tine watcrward eutranec ro the docking facility and at the upland entrance to the docking facility which are clearly visiblc to passing boaters and the general public. The signs shall contain langu ago olearly indicating that a minimum oFninety percent (90%) of the wet slips at the docking ;acility are available for rent to the general puL-lic, Any docic.tge rate sheet pubhentions and doct:age advertising for the docking facility shall cicc;rly state ghat a minimum of ninoty percerst (M"") of the wet slips at -h flocking facility are open to lite general public on a "Rust come, first served" basis. Pape 5 of 15 Pages Sovereignty Stnbinerged Lands Lense Nor. 13003,1016 WITNESSES: 1� �' BOAJW OF IRUSTEES OF -M- 1711T]%RNAL IMPROVEMENT TRUST FUTID OF THE STATE - O!= FLORIDA (SCAQ Chery: (t. r :all, Chief, Burma of Public Lend Admiaistmtiat. Division c State Lands, State of Flcrida Department of Enviromm,wa] Protection, oz age=nt For and on bc}telf of the Eoardof"Inistee4 nFihb lntcmai Fn117rav�trlenf Trus? Funt! of Ilia state of i,; lurir d "LESSOR" STATE OF FLORIDA The ;b€zgoing instmmon: wi:, acic tow3e {gtd boforf; roc tldti day of _ i � 1 (, ' 20 l_� by Cheryl C. IMCCalchtf_ SLrca:1 r1f Yuhlir land admirlisnrat .-m Dttision of State Land& Srr+c o -Flora Deo3rrment of Entij,onme❑ sl Frutr ctio , m- aaent for tt.1 on be it € or the Board f Trus ?,;.g tl:e Lnternnl krnr❑vemeal Trug Pund ar the Statc r}f F otida. S%a is pe:s mliv knom to rne. APPR VEJ SUBJECT JO PROPER EST 21MON: 4W '.5 iI;z ry Publi , StvF'-,of Flaritla D- r t}oorney It Daft Punted, Typed ar r_.pOA l�anleNglar PUMC Stals or Horida a Kathy C Griffin MyCO€n77iSfiiClil En i r M' Comm hssionFE4x5787 OWY,a4� Vires 11/27!2015 CoramissiaiJSer.'al Na. Pa>a. 6 c Is Pages Savereienty 5uhmerged Lards Lcase No. 130034016 City of Miami, ?Ti'ES'f 1A t a municipal coraor boo oftlic State of.Florida (SLAT 1 Codd £s. �is,nnatl �� CJriginal 51gn"(er o„ } ecuti Anthoruy r' 1 APPROVE , TOL�IStfE{tl zc3UIREN •f N'TS: Danie: J. Alfonso — Z_ TypeM iuted Naive of Exacutin Aufhor,ty f City Manager A`a.t vlane Sl;ar}�e Title of Executlrg Authority iirectc�rof`l�ia� t��r;�geireri( -- !r'YRf' S •tf} I Ol: V,%�. _ y_. .I^. OP i _J� �"r ,I' •fid •"`t � jY,` .r r� ,;"! <• `ter j° � 3 �r " - t ? " al.a 1 Now,: }^f•�'mi-� 'fir% Ml� .I «—�.�-... 'is 1) I t -y \ / -;' �� �l.t f,x 4q moi" t `r ' - 15 .. � .5`•st f � J t+ " l�� s s • L:'il '_S_ �. a'i`•, `!'� 5 Its! .. \ Y /� � �%x �'�� J1f / i 1 MO. ,. 5 r Dasa rtx` L, rpit l rS 1 ri L k 4 d ✓� i j 4Y L.,µ f ts11 r �' '"4 4 �I• —i �'+ 'rr 1w} ra.� v Y"' a L i.i h •J, 1 low, . `H. ,, s e+ g �. i P .L " u�: _• rlljacilMMO A Page; B of 15 Pages Soti'r;ro ON Submerged Lands Lose No. 13004016 0 r - ON L���- ' �� � |\/ j ��� ��n � � ®� • 2 __ R � I /l ,/ � � � \ƒ- \ §��' ( %;o � �ƒ/\\�j \�\'�! ';moi \ ` {'� �\�§.| | � ,� r L � 31 mm%!ƒ! \� I a AttachmellL k P iv 9 o f L 5 Pa gds SovernigWy Submerged an %tise No. 130034016 BISGAYNE DAY PARCi2 i2 A parm4 or'submergeu land In EiscaL'na Erayb iniq !n section 2:2, Toutilahip &f SauCt. Rangel Fast, MIA%4-DAIDE County, Florida, bauig morn pn+itcuiafty daemb6d on id1ovs: Commenoa eY11,o Floffho:y e�r:iet of Lat?0, Hlez:k 4-�.'RIiCf:SS Ahre'FAiDSD P'.A: OF ir'ElV ESSC 1YNc^. s.wr3F.ag to ttra P?at IPrerenF ez fawrtFed in i'Eas 6ceY E. a: Paye 15', Cif SF.s F:.ij� c fif.r.»»rds e.' t.1L;Fr.I-Dl.Dr Cairh!7•. Fluride; flienca Soulli 40^21'42" East along " Nu!Jiwy tine of �?Fd Lai 20 end Ps Eoo:hzast :^iy +F3rt32C-Dei theranf lar o9i:45 leaL r+il(X♦B o=iss, ton point of irtersrcton with Ilia Lxada County bdkhSad lira fU.S. (.lath Lina) ss recofdc1 la P`scf Haat(. 7.1, Pana 3 fS>r'•ecf v7. at lho Rub Iic Reaonis of Mt{ 734 -OARS. County, Florida; thence pdntinuo South 42-2Y42' [^23.61 abrij the s.-.r:d SeutlieasleNy of the id3rlh nA 4toriy ri-i nr I.nt.70 fo- 270.0 lave; inanffi SOW(!, 48'33717 ;Nest for 41.0(.6 Inal, more cr kos to 09 Paint or Beginning or Ilia berefit [ Gsmibeti. submall:ed r mAl Of Sn'rd; Ih::nce South 39°25'15' E;7H. 67.15 f=_ - chance SoL"h 50 y4'da yJeSL' 2,00 foal: thm'ua Nw1h 22'25'15' \tragi E3.51 feati:. thane North 49'01'241' cast, 92.C15 F^et to inn PWni of Gwe nnin0- Con'sinlsie 0.191 AG23- PARLFl B7 A fir"ia; submerged land In Otmyno Day he -ming In Section 22, Towmmh.hp 55' South, Rance 41 Eaa , PAiki I-DADC Counhf, Flolids, follays: f'omm,onang zt Cie Inl+<taeeUgn of tlia Sowhaal Carly axlonslcn a; It n Soutiiwrrslerly line of Lai 24, Skick 2,',, of iho Plat of `NFW Bi-MNYNE AMENDM% aft shown in Plat :ok -5% at Paae 16, of the Public ii5oui ds of %%AMI -DARE Ca Ay. Floods, with the G de C:nrrnty hvlkh;. -[ rine as she A o in Rtot Book 74, a; Page 3 (Sheet 5), ofVie Pttb6a ftm�crds of M;Afel-DADS Co.nY„ Rcrkda: tllmnn nin 9 21'41'51"str along suid SLdl:hsad line for a dc+ar.Ce of 44.136 lent to the Pe311, of Ekegirmin6 of Ilia heroin das=A1L44 PFrcel of submerged land:9ienoo S A13'2332' E,22-1.00 `ort 1r„nen N 92.14 feat ¢turn 5 40'2332' E. 6333 `est thmm S-4n'3G' 18" W, 120.25 flied; tritest-s� N 4C,23-.2* W.2735o feat to a Poin: on chs afafe sai:i '.si€1lhAi RADE Caurr:y GUlktPMd ;Ina; Chonve N 21"41111 E on Eaid bulkhead line, 31.31 feet fn the Pnlrt a` Erecfnning, Cantafn;r:g D.315t Acus. PARCEL G7 A parent of s15.'nerq-_d €and in t31s rTv i'my In St=rton 22, Tovmship 54 Sot;lb. Moto 41 Fa34,1,VAV.t-DAJ?E County, FID -,da. �yIny crLot 2r. Blvaka3, of 'SAMUEL P110r3ES PLAT Or NEVJ 121SC'.AYNE", as recon±Cid In Ptat Ecak W. Page la. or Ure PULlc P.acorvs of MUMMI,VA0E County, F1oiti. Gema nom riatlicutwiy desalted as ictie•x , C. Cha SOU4hV.iW- tjf CSmeS Pt Seiki Lot 24, said. oarnarboiga In ilia mean h:gir water fine of Bi3t j,l . Pay-. 0,onm S 40°2332" E along thv 9o,s01 uatvfty md5rMlan of ao'ltitwestMy Nae d:a!d Lo: 24, f-jr 53€' 67 fwit to a paire in the MIAf -MADE Count butewed kng estabrishnd for dits area a: s.m.m n:: map to Plat Beak V, Page 3 (Shnet Ej- of tFie ML- R�naMe Of fA",i-CVQr- Cosnkjr, Rtodrin: lhsnca a 21-41'51"!V along �J b l;uud line, 67.75 fest ba pant on Sha Southgaa'.PAY line ekln -Srnn of UwSrwa,tiw o r!yl?JSfsl �Lvav_7rziec;hvira5rxr.kvenrre Chi¢r+rz.77-4C=Z's32-.V�donl3s.1!d5'.'7'ul1lC Iart_�a>«clstun'lirteofafiirS'$o5'.tUm+lNl�j1YArC}5?-oT-L9f yGni;B.4.93Tt:gk;..- T ihwrrce N%P"3 C7 B' c, 25.0E [bei; thenen N 4C'2:i 32` iK, a60.2r. 1>'� (.lien a & y7"2E3'5�f' W, 2r}.2i Seal lu a Int all Lhs ah: rernontloncxi Srilrth�.+.cteriy errt9nainn or Ulm tiioir'11wo5I.^r1y filgnFpf-LYgy liom ofRvia[ian Avonus: (.:lane* ht .r10"^w'Sd' LY en Ilio erammontfpnnd artans'roii 0 the: Wnr�—;d ilicttlt-af-i:1,'ay Sins, 2524 foal tC the rang of an `153tlB G;.q=G!e Er'liclend: thwtw N 57"23'54' E aiarrg No fete 6 an ea;itng wijcmla hulkhasd for distance of 80.57 feet to Jtc Point of .e:qi nr.'nta. Cmalttiniug 0.4a-l:rlcivs SHEET 2 OF 3 M0 ZAIRE- A & ASSOCIATES, NIIC- ,t I.and Sdrvztn"^ 8 142 -pp ors $ s Cv�ts. cr.e o4 AuAiesi;�inn raa. 6495 , ' chi 12a?55.'4 137nd hremre iatiarni. rianla 33.65 f30411 2713-24j4 F 01,070NE: 4 �'1�• �SGALE„• fi7Wld,3v or.- Not to Sca:ai SURVEY l:L RVEYOKS ATia.)LNOAPY i .�t..ijh'CEa"1F' 'Rut n+^tin�.�r nlxoyx rnx�a l t'a Aelq al pyF?V-9 Jhi lhn nr"d'F lJ 4lnenp aM �tY NIlnV m,.+1' tl ZI—it wginalnirrl 1 �r}at'I.0 r+mrsd '^IMM` �SnAixY vtk 3,M tab r' 0,1r tryynj„ranl M nE7 Ny ^Yajeila"rr' �c i do M, of 74Fc,Gn ter lratn-.x�mai PTtw.r eray.:ni!.: rel c.l aJ.n�. in 7.asl+rip ser -ln r� r.'ein vprkL �1 IRC +-•'rrdn T•,v mm srrRssn.r.r z c n.a ...... �>H•rfw ser r.r-t Fcysas�: Sv'a.vc+L .ar,M-nn.l.57c Sinl� n^. FI 4dn SHEET 2 OF 3 M0 ZAIRE- A & ASSOCIATES, NIIC- ,t I.and Sdrvztn"^ 8 142 -pp ors $ s Cv�ts. cr.e o4 AuAiesi;�inn raa. 6495 , ' chi 12a?55.'4 137nd hremre iatiarni. rianla 33.65 f30411 2713-24j4 F 01,070NE: 4 �'1�• �SGALE„• fi7Wld,3v or.- Not to Sca:ai PARCEL 2 A part;el of submer0ed land being more pardcunlally descrit-e:? ac follo-s_ 'fC*rnmonea al, the NorIedy corner of Let 20, t3 otr 43, of •'-ntUEL RHODES PLAT Or NE'ay SISCANNE'. according ;o thn Flat'Uhroof reprised In Flat Book `8" at Page 15, o; She Public Retards of fvli Alit! --..ADE CouP.Uy" Florida; t#lance South 40'2.T4{ East along tin Nndhe4y line of said Lot 2.0 wntl its South: Icrfy prolonrra lon thrrcoffor GW AS feet, more or less. to a Fein! of izzlerSgey]or, zaft}n tha Code Counjr bukhead Me (tlS- Harbor Line) as resealed in Pis, Book 74, foga 3 (Sheet 5), of the Public Reccrts or d,SlJ.ivli DAUE County. Florida, said desaihad psrce; v'submergud 1Qrn1; Ui enco wml.:rrue Soulh 46'23'42' East srlon9 Lie said Souti,Gasterty prolerwslicn a i the i\a-the s':r-ly lion c,: Lot 2!1 fur 270-0 feat: th :ca 5outl, 49'33'?S" Nest fcr iSG.P:i ;ecl, more or: -n% to :Ila ; lint of inte soctimn LwiLh the SculheA- lezly prolongation of ,he orrtnVICSiefry line osu'u• Nori'amskeey A of Sold Lot 23. Clock, 43; Lhence North 40'2S42' 4Lrest alone! ?.he SouftasLriy prnlargzli^n of tha Scull*;9starly i'no of the Mcrtheast--0y IS ofsaid Lot 23 ror ia„'.7Sicat moria or less, to a pcifit of intersecUon with the sand Dade Couniy bulkhnat! lfziw; tliencg rscr'.h 21"T-151' East ;.tong said Dade County buSkhestl Rrte (U.S, Harker Line) for 184.53 feet, mere or less; thenen Narth 43'83'29" East snore .said Canis County butkhencr lino for 3-37 fact, more or leas, la Uie Pointe, A --ginning. Lass and tea follc+ no p:.^+cal or subrnerggd lands Apo --cel afsubmorged farret ediacent to Section 22, Tatwrshlp 54 Soulh, Rangy 41 EW.. Mtiarr-Uade County. Florida L-in5 more particularly dsswiL-ed as ro!lmvs: Cornrnena.S at lite Matliedy corner of L0120, Block 43, of SA WEL RHODES PLAT OF NEW r31SCAYNE, acwrd#r.g s.o Lha r'lat themof, recorded in Pfat Boukr13* a r=aga 16 of the Public ReccrJs of lV5nrnJ-DAde County. Poeda; thence `oulll 40`2342' East along th.o h arti ly lino of Baa Lot 20 ssrd Es Souitisasteniy rxaortgaUnn tllereaf'ar 68 t, ifi feet, mwe or Less, In the pcint of lntarsacSion w,. h the Dade Co:tnty Dui dlead Line (U.S. HarbortJre) Plat Book 74. Pago 3 (Sheat 5) arthe PubU- Records o: W;aM;.Dnrla County, Florida, Lienee continue Gmjlh 40°23'42' Cast zlonq rald SoUthcasterl' prolongatior. of Ota rvorthe SmAy Une of &vW Lot 20 fcr 127,00 feel, rr:a' a or less, to the yoa-rt of I ntersosdion Atb a line, Udriq U,.a Noisledy prulongauoli o, the SOttflieast faCB 01`21 r3 r0+0t Vfidst C nncnta dock; thence South ET4700' Wes; for 1.10 feet mor-, or toss, to Uie NorIhmal corner of sa!d dock and the Poin? of Gefginrinq mr the Mlo%ring dmsc bed parral of sutme, god lend; 1;tcnoe South 6D'42'00'.'FJo5t akong said Southe=_stface cr u to dud: for 8,00 feet, more ar ress, to the Sculh corner of the dnct< France r:or'Jt 40'23'47:^ West, r °long Ula Southwest frsce of said dock far 12.;.11 feet, more Cr les;,, to he pant ofintarsectiion Win aa:ci DadG Couyity Bu!!che-M t ine (U -S. Harbarline); thtnco No." 21'41'51' East ahrg=id Dade County oufrdtead Eine (U.S- Mz-bor Un e) Tor 5.80 lest; .-p thanNorvn 4 3`3','. [E' Eos: along said Dads County Bulkhead Lima (t1-3- I iarbor Line) for 2.37 feet, mara ar less, to the rdorlhoast face of said doe:. thence South 40'2:"42" East, along said h Orth-sebtfaco of the dock, ex 126.9$ feet, more or l=ass, to She Fro!n: of BeginnN- afJ dasa'bad Farce! gnsWm 11M.0 square feet, more nr te*s_ CFR-nRr-7•. Tp: Th!riean Ti rtes 7 wu, LLC, Gare a ix s: !Gyre; Attoni?ys' Title Insuranctn Furtd, fns. PR -'PARED POR; ThHoon TmesTwo, LLC, 2550 5- Sayshore Drive, Miami, FL 33133 $1-1 Er --T 3 0! 2 SUIVE' tires S • � f r r r= ! � d r. � .xaterrn erx.;nr+�.+.v �., 1r� AR. i•Jll,uIlS�OCf.�itS, Unr„wa K M anw mak+= W u�nir�+i U —7 a,a 9,,h r�IAl vv�an sn ;^ V,c La�nl Surve'�ara 8'°LiafTr, ra ^,,.°yozs-.�m�rrw,-.ua�s �r1nrr�+tis cgtw©rw.osuR•_t�smcti,wc conr.� r Y .�r CerUnmis9696 k+-xaov:znKaz,y WR»�sen.rnrefb nut nenrx„r.+ oar rvry cm..c+:nrnezr rimlaa r� $ Yi`aiS S.YJ. 13inr1 Av?nuo R�ld(t Thrrnt+wm w..�eawnh. a-:tea-aw+n-.sc mRO. �- j tf.121'Y, �!S.1SiR �itlrT �t t�tJ; Gii1+2s:4-= .•--! �-.rlT]e Pyr Prw:Wv !t M•:"rTv, aw REl'iaCD: `''1' 7 f.d 4 N G.gTE_ SCrlL"c DWN. aY JOIJ a :uxx smmy>.v hirpnnr tial 560.1 n5-r2-r.A Not ro sC3:s 39 6.10. t OZ -004U 0 IN 1^1'13 crldo;'p Cc' T MICIU CIRCUM XU r5.8O YUR p,L}E Co!ran0 F?�rsnr� Cr<! W �lxzart G.?_5�'tiP1 �`VRSS �I CS'Tr:i GTv'[.S'icoi Cmc 00. 4.12 r_STY ON AL;luh, F:AiTDA, COrluraClot:, '''"�p V4. 0. B. H2:SY, :'RUSI'Sfi :oC 0. 8, r l"11"_',. i1, 7,at—.ant_ary 'I`x•.:vr_ c;t livlti�? t�„� in U” 1-06 Vill Lwefen;:arse. T11L.11 - ,;LFII. TRU CGU52 c.uc, v -,fart hha e0cr, ut.,yn"i;},e 7CHti= iilyd -, t;'1:5 case, tie nr•s o. a_ ch* CefePdl"ty, and t,ho uOctic:enc �.e xj.'11a tj,�;l '✓?�'+'C'=;5 the fil'jd in thig GanSR: 1-t t ha court bein•7 fully 6,1vise3 in 0� p, _v6! s8:, 1: i3 CGF; �.=G�iC:li o!'.Cri PWD L1td L;at t3ta taking of ?ur:a1 1, Ns 50u5ht r*t 'hie CAur-0 iz f0c pu7lic U93 and and the PropR'rty tcughe t6 bN Ca OC is rt;a3sr,ably rC_aasaey :ax su::h public k= and nad It i.j .`uschac Cv iSTii qsi? ORDSxLCi and ADJ(l[),rD that the px,_!a3 1 --ave duly and ragulaxly enced c. t ,t c: t_i.il rf Jury un l -`,o L3:juc:: o" vd-.1ation and a7ca ,nq t=> Ghra 4.anncr aad IL�0t:nt3 0P Ful.'t compenSatEon u;ich tha Cou_e fir,i:s is .Caaenaai !+and p.op*r sitd vithln the eonucntlon o; tho var_ler, and „M1, jzi fu-Chc'_ COt'iS iv'i?,SD CPTZEnii::J and r;0."+ Xi ZD tS:.t i;1 :1 Cwp-naa_ion for Etre ts;ti Dg t? jturco). k e7 ILLI ba aard is Cha eu: o� CNN :Lt LLjEotf 'I'.v0 n�77G dEU 'fSa=t='Y-.N:2I.r 1•iw&ktip =IV . 3Vyi1F5il and n01104t'na (51,23),S00,U0} X91, L° as and fac C':ta fait c:cyr, val•tu of th'- faa c-imerehip v_^ u713 roal aA,ate; crrl Uu; 4t=n p. Si['Y "SIOi1$; pG and P:oflaC4h7 ($60,000.001 !h% SSS as hnd .vr pane t "i. 01' 15 Pages 5avnrei-nV S6tltrs6,ed Lands lease No. 130034016 I I 970 5:014E?? .', e , Attachment B pee 13 or 15 Pages Somoiguty Subtre,-ge8 Lands Lense No. 13001.1016 I I uua j3L.IA re mala 5:1 bho fQI0WInq manner tz, tbo !o1lo4ng Y!z pax�onaa .r w4rhin to (I.D) Cap 0! tj%a Qdta 00 payup� W 701!31 C. within znn (19) Bayo of Cho date 00 J -dram t -ho n of P3y-dnl: to 0. D. JiZL-EY, TTU.tDo 0A or bdrora trm (1) year a rt4r l. in Ca u Of judq--unt, Uke bun OE 1G0,000.U0 PdYT-ont to JQF21 C. (AA11-:11-1, 4trorn,:, n or hQ!'.nze Oro �a -, ante: v:10 cum 0; 36yunt to 0. .9. ij:rzy, Ir43ltap 4oOr 0'a.orrt CNG (3) yLar4 of-.Cr da : C L, F juAgnivit, tha o= of ?,%pmIt to 0, S. CIM, TrlaicCc on or Lagoa thzae (3) yeaC6 attic d-ilo o4 judgneat, LV.,3 awn DI: 1n S,pU0.00 Por.cnt to 0. R. HICEY, Trust.- cn rr L�aSorq Pour (.() -az-. Afti3_ dAtu of judTmnt, the rum t,° Paymni;t cc 0. D. P17UN, Truzve on or b,i5or* liv,2 (") m..G he,nv 44e,r of judgmeat, the, am, of 3a Q, jld�I.eAt, Z.110 5L-" 09 l2 s,n00.a0 MUY, Trulaa, toforo s,:von (7) VLAzZ %!t!3r Gats Ot jud--rnl- tba a"'i of IA?,Q90.vu pr7:r-m, to 0. S. iAIc, Tzu5tuq Oil ux U.-�orc; night (a) yvaX6 a2t4r date 6", 0.1 112.504.00 on or bcfcry after date of J,,,d;=nc, the Pun o! S2, JOJ.4J i "d furthar WISIDERZO CADEMD And ADJVr-,CZD that pay--Anh bt ft)"I ",ci?ongation fpc the olfncrzhIV intt.00". OC P)o L"If-adant, MY5R0,12 IM. zhAIII !e tSe qrsftti7n Of :hat c-C.-Wn 970 5:014E?? .', e , Attachment B pee 13 or 15 Pages Somoiguty Subtre,-ge8 Lands Lense No. 13001.1016 I I el thirty t1D1 yea:- icaoc agreenont 1'r.a 0,3 c1sn 09, milml, Plaiatlff, to A�Y�7fp1lF �nG."€ :iP9° rr9C., Perendant, e7cora4 ;Late by aa,id par.t,ca and hairctcCo:c ;ikcd La thin cauaa rbc rghibtt "tS" o." tho Saw it -' ; furtha-r C0NS:DP:h3D CAA• FRED and ADJiDCY] that Uha Sett;'' -wont s,tpulatlan entarad into Cetxecct tha pas:ioa and Cilod in this czule 11 Catificcl and canfir=,d tnd aGoptcd a9 tha order of this court. ,7ufi6diction is hVre-'�y rm8.cv2d Co.- the rt5o=carurt of thia r4na'. sud3ruat anti said Dti;rulatl-m or sottlrraat pr70.41.ng that this Judd--,nt ahali tonatl:otc a Lion at tha psoporty aocu(rsd mt!i 2ntly paie and any levy o: exacutian of -;lis Jvr'gma„t 3;a i fiYrs apply to tha pcopevty hcrcin auquirad and 9ny G7t6dtiss.lad balance 3hQ11 thon ha ontorctDcb2c In tie+ ame ns mer nl any j%+dg,ant in aw-nes,t dGaatia p:ocied.irgs undc: the laeo of F1o:i4at and it is ._.thcr CONSIM,IL2D OPWAT-D a3d d12j7LCSD that fto PL':p12 t;tie in and to Par:cl 1, l,gally described an Lollo,a: fat 2 k a:,d the u.+'LY 25 fccc at Lot 23, Block 43, r;.44OE5 PLAT of Al'4 3i.4-r_ATOE, to tho ala= therncf, r4cordo4 i1 t?La: 3-,,)Ok 'B" at l.z-4e 14, o; r:t: Public Raco:d3 o'' Dads Cows -y, Florid,•., les:, however, a s*x ? of 7a:,d 4 font fn =Eich err tha IM'GY aU4 therlof h=,V;QZorn ri__licattd to the Ci,y of mikes-, of doocribcd in elerx's t"f.le 57n-11237. A Varcv. o. ;utm,,rgo3 land in ai„-ayrie 'eay,Sec. 2,2-54-41 deacrlL,ad tt3 Lyi^,2 SE'L'F o% and abuttlny Lot i; ans SW'L4 1./3of l.+t 23 (less W.1y 4't of Fito.:k 43 of 3ti.:_:L PilO�ES Ll3,i t:2°7 HSP o? NEW DOCAtN2% as 8115, rn,:o ga: tdcal.arly .l�6aYi-ovd ns fullQ.ru- Bug -n t- SW O cornar re Said C-Ot 231 Said ca_aor MO.? In Oe reran high vatcc Line or B40".4yn8 3 % tnance 9 4na23'}I' w along S911y ex"CnaLon o. M411y line a; Lot 2.1, a dinranr-n of 53A,57' to a (aunt. I.n the DAkhau3 t.f.nc caknblishdd For this arca rjhoLrn on man in 2D 74/3 10ect 5) r chance 11 21oil'sl" Lq,x lonq avid nu1R;,eaa Line a distmCo of 94.97 faoc Ce r .s in°_uruectiaa with &S'ly 1/2 c1 bot 271 thanes 4 4C° 27'33` yr along 3a14 Orly extnY,aion a divtonce at 477,47 fact co tS-j m•ccn high wat_, ling boundary o4 Said 51017 1/4 oC Lot 23 and of ffat_ [,oe 24, a daat-ec? of 75.70 °cu E., C/T 'tom thrPOB, as d-_aceibod in clerk'n Pile 69A -i15119. to,prher with tr_gco'rc+rnata Cho.—on, any and all righto trpurtenar,t ttiarcto, arrd tagntna: vitil a:,p and all ripaslal t-iglt.a. Attachment 8 Pn.ae 14 of 15 Paces aoverYignly SttbmupJ i,3i d% Cense Mo. 130034016 3 %Uf t i LI r I s';��=},•S�� _�.1ij�L• h!�„"l:i-tf!•.oy.° b��EC.3 f_GW'�-ti�3-rE"ii. Lhtill vnat to t a Pctltionox i(nn pay"at oe tha elcut c»nica p:"Icd t;,,zvc dna patmsicn tSiurcoi by t$C ket4t:0ae3- ufi;.,lJ hr xr,e.allma upon such eiYwt puynant. L`=:dc a_rsd 01'.75;F30 fn Cl:catera dt,E<%!n;ai, code County, �kr•ztda, rhl� ti14C clip Of g.0 � 7• c^,p_on Eo= tticac! �. An�ec7cn, .l�ci�;ane Ciey hrt�reauy, Cit. 0« Fl^.xida vahn C. Vis; in, Ta;., 110 iRpt PifO StrueL, T �cxbi0, Ala. 3567.1 t3.lg aa, Re,;,atCs 6 M.—Tnt r P.A., I699 %. aa.Ysroza DZ., %'_aui, Ft. 3?J 3] ,AtraC.htnent f3 Paige IS of 15 Paiges Sovon!ianCy Submerged Lands Lease V«. 1300jdoQ 6 �__�i_+�0 ru4'1:t�IC23.� r�:�6FJ e:C�ti2�•�C+-�:r�i faPitalbaH<-IIS.CO:11 CAPITAL BANK Phos--, Soa.639.5 January 28, 2015 c/o Robert Christoph, Jr. Bayshore Landings, LLC 300 Alteon Rd., Suite 303 Miami Beach, FL 33139 To Whom It May Concern: In connection with the proposed assigmaaent of the lessee's interest in the City of Miami grcuml lease of tho property located at 2550 South Bayst7ore Drive from Bayshore Landing LLC to Aligned Bayshore Marina. LLC, the leaSehbld mortgage loan currently held by Capital Bank will, in Capital Bank's discretion, either be (1) accelerated and due and payable or (2) assumed by ,kligled Bayshore Marina, LLC and amended as the parties may agree. If Capital Bank's leasehold mortgage loan is paid in full, then Capital Bank's leasehold mortgage will be terminated, and consequently Capital Bank will not require any wriiten notices from the City of Mianai as Landlord under the ground leasc. If Capital Bank's leasehold mortgage loan is assuined as set forth above, thea Capital Bank will not unreasonably withhold its consent to a simple amendment to the ground lease attaching a new state submerged lauds lease, which new state submerges'. lands lease shall be subject to Capital Bank's reasonable review and approval. Clp. Wilson r Senior Vice President Commercial Real Estate Lending Faid P. sl - 111111l1111111111C11[11111011111I11111111ILII IN 20)Q0701371 OR 3Y, 22572 F9s 4640 - OU4i 415Ass! RErDRtDED 08113/211134 L5:04131 HARVEY RUUINr CLERK OF COURTr tlIMI-DARE COUHTYI FLORIDA EXHIBIT c BO iLuD OF T,ZusTI,Fs OF TnEl >NTFRNAL xr'IPROVENTENT T OF THF STATE,'OP FLORIDA Up\ cr1,7, �ln,`1 iia, 19448 WHI;R3AS, tho Burd of Trustees of the Internal lmprovemeot Trost Fund of the State of Florida (formerly imewn as Lie Trustees of the Internal Improvement Fund of the Slate of Florida) conveyed to the City of Miami, a rnutvcipal corporation of the State of Florida, certain r1 submerged bay( bottom land in Biscayne Bay, as more particularly described in Trustees of the Internal Improvement Fund of the State of Florida herd No. 19448, dated February 24, 1949, and recorded 'April 11, 1949, in Deed Boot; 3130, Page 260, Public records of Miami -Dade . County, Florida; and WHEREAS, tate above-described deed contains a restriction that requires that the lands described therein be used "solely for public purposes,'including municipal purposes and not otherwise" ("Public Purpose Restriction); and WHERBAS, the Board of Trustees of the internal Improvement Trust Fund of the State of Florida ,granted Waivor of ]need Restrictions No, 19443-D dated December 12, 1983, and recorded May 26, 2004, in Of&eial Records Book 22337, Page 1498, -Public Records of.Miarn3- Dade County, Florida, a copy of which -is attached hereto as Exhibit "A" and by this reference made a part hereof, as to 29,424 square feet, more or less, of submerged bay bottom land in Biscayne Bay which is roar.- particularly described therein for the sole purpose of al)owir:g the City of Nfiacli to enter into a lease agreement Nvith Bayshore Properties, Inc,, which was amended and subsequently assigned to Grove Marina Market, Ltd., a Florida lirnsted partnership, for the construction and operation of an expansion of existing docking facilities; and WHEREAS, it was recently discovered by the City of Miarrd that the legal description ' contained in Waiver of Deed Restrictions No. 19448-D does not include all of the submerged' bay bottom land in Biscayne Bay cur:cridy being used and historically used by Grave Marina Market, Ltd.; and WTIF-MAS, the City of Miami wishes to lease the lands to Grove Marura Market, Ltd. for marina purposes, and in order to accomplish the same it is necessary to amend Waiver of Deed Restrictions No. 19448-D to accurately reflect the lands being used by Grove Marina Market, Ltd, a Florida 11mited partnership for the operation of existing docking facilities; and WIMREAS, the City of Miami adopted Resolution No, 03-857 on July 24, 2043, which requests that the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida waive the Public Ptu'pose Restriction contained in Trustees of the Internal L'nproveznent Fund of the State of Florida Deed No. 19448 for the hereinafter described 58,887 s:luare feet, more or less, of submerged stay bottom land in Biscayne Bay for the sole purpose of allowing the City of Mlianui to enter into a lease of these lands with Grove Murrina ML'ket, Ltd,, a Florida United partnership, for the operation of existing docking faefilties, NOW, THE-REFORE, it is hereby covenanted and -agreed: i, That Waiver of Deed Restriotions No, 19448-D is hereby amended as follows: The Public Purpose .Restriction contained in Trustees of the Internal of the State of Florida Deed No, 19448, dat_d February 24, 1949, End rcoordc� Deed Book 3130, Page 260, Public Records of tvliami-Dade County, Florida, is ` " by the Hoard of Trustees of thti lntemal Improvement Trust Fund of the -State of Florida as loan '+ additional 58,887 square feet,:,lt�ore.}ar le§�;of;sub' erged b'ay bottom land in Biscayne Bay, which is more particularly described Li Exhibit "I3" attached hereto and by this reference ,trade a part hereof, for the sole purpose of zllowing the City of Kawl to enter into a lease agreement with Grove lviarina Market, Ltd., a Florda limited partnership, for the operation of existing docking facilities ns depicted on survey prepared by Mojarena & Associates, Lnc.,.dated 1,,4ay 12, 2004, lob No. 03-0046 attached hereto as Exhibit "C" and by this reference made a part hereof. 2. For and in consideration of this Amendment to Waiver of Deed Restrictions for the 58,887 square fcet, more or less, of submerged bay bottom land in Biscayne Bay, which is mcrt; particularly described above, the City of Miami is responsible to pay an annual fee to the 11oa=d of Trustees of Cie Internal Improvement Trust Furid of the State of Florida for the use of these Iands. The annual fee for the first year sliall be $5,388.16, which is computed at the rate of $0.0415 per square foot. The annual fee for each subsequent year shall be adjusted pursuant to provisions of Section 18-21.011, Florida Administrative Code. Any lapse of payment of the required fees by the City ofM wr,' in excess of 30 days, will L-tvalidate this Amendment to Waiver of Deed Restrictions and cause the waived Public Purpose Restriction to be reinstated as to the lands legally described in Section I above. Upon invalidation of this Amendment to Waiver of Deed Restrictions, all sLr:cau•es within Cne aforedescribed area not utilized is a ruanner consistent with the Pubic Purpose Restriction must be removed within 90 days of notification of invalidaticrr by the Department of Enviro:miental Protection, Division of Stale Lands. 3. Except as expressly modified hereby, in each and every respect the terms of the original Waiver of Deed Restrictions No, 19448-D steal I remain unchanged and the same are hereby ratified, approved and coafinmd by the Board of Tntstees of the Internal Improvement 'frust Fend of the State of Florida and the City of Miami as of the date of this Amendment to Waiver of Deed Rest.-ietions. IN TESTIMONY WHEREOF, L%c members of the BOARD Or, TRUSTEES OF THE INTERNAL WPROVEMEINT TRUST FUND OF THE STATE Or FL;O',Z.MA have hereunto subscribed their names and have cased the cfl3cial seal of said BOARD OFTRUI THE RqTERNA.L ENgROVENUNcTTRUST FUND OF THE STATE OF FLD dobe t V hereunto affixed in the, 9y o ';20 iI (SEAL) -RGARI. OF TRUSTEES OF THE, -ai?ERN, AL-POROVEMENT -MUSTFUND, OF THE STATE �j AP111O]I) ZAI TO F011M Al,,'D LEGALITY BY-. k - DEP Attornc� CHARLIE CRIST ATTORNEY GENERAL –34k.4 /,.I'— TOM GALLA.)" CHIEF FINANCIAL OFFICER CHARLES H. BRONSON COP EYESSIONER OF AGRICULTURE As and Constiftiting the BOA -RD OF TRUSTEES OF THE INTERNAL alPROWNM NT TRUST FUND OF THE STATE OF FLORIDA , IN VMNESS Wf IERFOF, the Board of Trustees of the Internal Improvement Trust Fuad of the State ofF€odtta has cAsed this Ann-ndment to Waiver of Decd restrictions to bo executed on tivs ,Q— day of + :.004. Witnesses; Signature ofWitness �T ze G �C l? tteedJNa ofWitlsess/ Signature of Witness Printed/Typed Name of Witness STATE OF FLORIDA COUNTY of LEON BOARD OF INTERNAL Bva Al s ng, D`ixc tor, Division ' of St c r ds, Department of Environmental Protection, as agent for and on behalf of the Board of , rustees of the hiterna€ Improvement Trust Fund of the State of Florida The foregoing instrument Nvas acknowledged before me this �11dayof ra , 2004, by Eva Armstrong, as Director, Division of State Lands, Department of Envii y ntal Protection, as agert for and on behalf of the Hoard of Trustees of the Internal Tinprovemeat Trust Fund of the State of Florida. She is personally kn w:l to me, SEJ& L , Sip:avdre of Nowalaubl' , State of Florida ^' Av� G-.lackett 11 .-Exw4q- P e id 611 tN0 PubEr, Commission Nalinber", Corl[Ti.15S[oll EX AA 0• tackatt . i �-f'h �raeriv tta�9 r �a+.,� b -r f7, 2004 NG ACCEPTANCE Accepted by ttre City of Miami on the a' day of 2004, (SEAL) City of Miami riscilla A. Thumps' on r' City Clerk Approved As To Form And Correctness, , Marta— JGhsaron — interim City Attorney STATE OF FLORIDA COUNTY OF MIAMI -DADS CITY OF tvfl/ttvtl a murdci aJ • p corporation of the Sante of icrida Joe Arr ola, City Manag 15S• cl0.u[ J•P. �. The foregoing instrument was acknowledged before me this day of.Jii)f 9 , 2004, by Joe Arriola and Priscilla A, Thompson, as City Manager and City Clerk, raspec lively, of of the City of Miami, a municipal corporation of.the Slate of.Florida, on behalf of the City. They are persohally known to me or produced as identification. Not Public, State ofF arida 0#'elia E. Perez _�•'l'w"�'?%: Commissia€i H}D221)14 Exp'rn: 3ui 2&, 2007 PrintedfI'ypad/Stamped Name 'n�ur5' All -11C 13.Aq Co.. lnc. Commission No.: Coir..tnission EXplr= This Instrument Prepared by; Scott Woolarn Department of Environmental Protection 3900 Commonwealth Boulevard TaIlahassce, Florida 32399.3000 I'"^'1111111111111111111111111111111111111111 1 C Fi4 2004RO408184 OF eH 22337 Fes 149E - 15021 ($Pis) RECORDED 05/2d/2004 10.*03'03 NARVET RUY Nr CLERYt LSF COURT MIAMI -RADE CDUNTYr FLDRICA C S R I F I C A T X The undersigned hereby certifies that she is the legal custodian' of the "records, surveys, plats;. maps, field notes, patents and all other evidence touching the title and description of the public domaIr° formerly filed in the office of the United States Surveyor 3eneral, the United States Land Office at Gainesville, the State band Office and the Office of the State of F=lorida Board of Trtstees of the Internal, Improvement Trust Fund; and acting °;pursuant to the authority vested i X hereby certifies that the following attached document pa aui;}�Y e and cerrect copies of the records o;) file ir. the of 3� der_ �`• Board of Trustees of the Internal Improvement Trust F `e e of Florida3 being Board of Trvateen of the Intern s..1nan ^ rust Fund of tUe • Stats of Florida Waiver of Dei No. 19448-1) dated December 12, 19831 IN WITNESS WHERVOF, I leave hereunto set my hand, and have caused to be affixed hereto the Official Seal of the Board of Trustees of the internal Improvement Trust Fund of the State of Florida at its office in the City of Tallahassee on this the �"day of A°D„ 2404, State of Florida Kathy H, AIiklus Board of Trustees Planning Manage.- of anagerof the Internal State of Florida Improvement Trust Department of Environmental Protection Fund 9XHt 1T A No._I4448-D NA2i U-14 UIIEREASI the Board of T-rustsos or.-thn Tntornul lnp'rovament.Truot . Fund of the State of Florian c c n v a y a d to tltio 01ty of Miami, a municL- pal corporation of the State of Florida, aertnfn submerged hay. bottoms., as more particulary described to Truatucs of the Internal True Fund Deed No, 19 448 , dated February 24, 1949, recorded April 11, L949, in Deed book 3130 at Page 260 of the Public Records of Dade County, Flor del and N11EWE&S, the above-described Deed contains a ran triction that the lands deucribed therein are "granted, bargained, sold and Conveyed to the City of Miami, for munictpal purposes only', and WIDE REAS, the CoPmission of the City of NiaMi adopted Rceclution No. E2-•234 on the! .11th day of Barth, 1982, approving in princtpla a lease to Bay Shore Properties, Inc., of 29,424 aqusre fact, sore or less, of a-ibmerged bay bottom land in Tliaaayra Bay lying beyond the exteting bslkhead 1Lge; and Vitt REAS, the City Commission hao accepted the waiver of dead restrictions, granted by the Trustees of the Intarnel Improvement Trust Pund at their meeting of June 21, 196L, for the purpose of leasing the liarainafter deucribed submerged bay bottoms to Bay Shoro PropurtLes, Inc. for the co,nutruCtion ant! operation of an expanston of existing docking facilitied, HW4 , TNRRRFOR'R it ie hereby covenanted and ogreed.i ^hat the use restriction. "for municipal pnrpoacs only" Det Porth in the Trustees of the Internal Improvement Trust Fund Deed No. 19448, ddtr,d Vrbruary 24, 1949, recorded in Duod Hook 3110 aC page 260 of the Pubic Reoorda of Dada County, Florida, in hereby waived by the Tru n[eea o,E tha Intarnel True Fund as to the following deucribed tendo, for the sole purpose of showing th© City of Miami, a municipal corroratLon of the State of Florida, to enter lnta u lease agreement vith Bay Shore Pronartiae, Inc. for the purpoaa of permitting the construction of -additional docking facilitiao on the follaving deucribed lands to -vitt Beginning at the Intersection of the 8V' IV., extension of the SF!''ly.' line of Lot 24 Block 43 of tl:a plat of bow Biocsyna Acrd, as ahcwrf in' Plat Book B n Fag a' 16 of the Public Records of Dade County, Florida uLth tlsa Dade County Bulkhead line as shown in plat A,00k' 7.4, Paga.3, ,ahaat,5 of tfie Public Records cf Dada CoLLE1ty, Florida; thence run it 21' 4L' 51" along Paid Bulknend Lino, f.ur'a distance of 84.87', to its intersection-vith tlla SVl y, uxtana ion of the HE 11y. line of the SWIly. lfj of Int 23 Black 43 of tlia aforesaid Plat of New Biscayne Amd,f thence run' S 4D' 23" 32" R along t h a SE'ly. extension of said 11911y, line of the SE'ly. 1/2 of Lot 23 for a distance of 263,721 to a point,, thence run S 49' 36' 2'�f' W for a disconce of 115,681 to a point; thence run N 4D" 2{` 32" H for a distance of 225' to a point on the Dude County Bulkhead Line; tlsance tl 21' 41' 51" E along said Bulkhead Lino for a distance of 411,06' to the Point of Beginning of this herein t'aacribad tract of uulzmargad land -r Cont4ining,l.0675 acres, cc 29,424 square (Let, more or leus. j.ts.:l iiy,",g Q%oul�til'l' The waiver of the wee restriction "far municipal purposeaIonly" granted shall continue In effect during the !Lfb of the lanae from the City. of Hiami to Rey Shore Properties, Inc,, but -the waiver shall Cor— in m ate and cause to be effective upon ccnaellnLion of termination of 9 a I d loses, Provided, however, that tliia Waiver is executed aubject to tfra following specific atipulations and condLtiont as follows: 11 For and in conaiderntion of thio Waiver of rcetr'ictions , the leasee, Bay Share Properties, Inc., io responsihlc, for the City of HLatri, to pay en annual fee to the hoard c( Truatees of the Internal 1mprovemant Trust Fund for tha unm of 29,424'oquare fact, mora or 1a aa, The annual fee of,$1',324.08, computed at the rata of $D.045 per equare foot, provided however, that the rate aha 11 be automatically adjusted to a naw rental fee upon adoption of a rule revLsing thin rate and the revised rate sliall be prospective for the remainder of the terra of this waiver, and must be paid oo or before the 2Lat of June for every succeedin3 year the Waiver remaina in effect, Any lapac of payment of the required feea by tray Shore Frapartleo, Inc. in excess at 30 days, will invalidate this NnLvar and cause the valved restrictions to be reinstated, Upon invalidation of thie Waiver, all structures within the aforedeseribed oven not utilized in a manner c7naiatant vith the rdatrlctia,ts of Doad He. 19448 must be ramavod within ninoty (90) dnye of noLtIication of inva11datIon by the lapnrtment. 1 Waivor of Decd Reutrtetinsa Deed � /, 19448—D Page 1.2) • GS\� cirl'e j'"�\ • � y �+r vri�J a?� 1� <q.tiil� 2, That Bey Share Properties, Inc. alrall ohtnin all rr_qulr cons onto and perralts frog s11 concernod nuiticipoi, County, State a �C04t1 � Fad eral govarnmantal agonciea. 3. The City Conm?atian ahall'tatain•tha authority to cancol Said leaaa agreement in the event any davelapmant would occur in trio opera - cion by the lasace of the leaned pramiaea which is inimical to the, general public interest. 4. That the City ComariaaIan of tha City of Hiarai,shall retain the authority to cancel an Id lease agreement in the event of a need 1 for the leased lands for public purpouco othor.thnn the municipal pur- poses found harein. 5. If acid lease betuean tho City of HIarai and flay Shore Propertiea, Inc. is cancelled or coraau into the state of default, this 1 Waiver of dead restrictions is thereby cancelled, and the waived reatrictiona within Deed No. 19448 are re.netated. b. 'there who 11 be no Iiveabcarda allowed within the sub,ect araa without the prior cons ant of the Board and uulass adaq+uata Sewage pumpout facilities, approved by the Dapartment of Environmental Regulation are provided. 7. The City of Niazi hereby convenant olid agrees to invastig4ita all elaIna of every nature at dtu expanse, and to Ind aanify, da fend and ha Id and save harale,ls the Pan rd ce Truatees of the Internal Improvement Trust Fund and/or the State oe ?;arida frog all claima, actions, lawauito and demands arisinS oFst of this Hsiver. Ei_ No failure, or succeeaive fnilureuI on tlto part of Ilio Roard to enforce any provision, nor any waivar or•succcsaive waivers on ire part of any provision herein, 9h a 11 operate as a di®charga tfsereoI or render the same inoperative nr impair the right or the Board to enforce the same upon Any renewal thereof or in the event of sub-• aequent breac;li or braaeltea 1Ii uaivar of Deed Reatrictinn Need No. 19,448-D Page 3 ��__- n 1711 if. Y. _r r Y.:1 ♦ 1—; r I'310 L,t T P'A'GE 4 - IN 14ITNFSS N11ERECP, the Trustena of the Intarnal Improvement Trust Fund of the State of Plorlda have harounto aubecribed tha.tr names and hava e+munad tits afficisl mail of said Trusteae to ba hereunto affixed, in the City of Tallahassea, Florida, on this the ^day ofLe+L++1ch...� Cavu�r- S F A L) Trustees of the Internal Improvement Truitt 7un4 LC d «�—^�^ I fI, Socrekdr of tate t 'I A t t o I1 a y C c Fie [ a 1 wwMM., TYeamurar ! ,�, 4..,manor of Edurxian CZCasrfmis Baer of AQrlou3ture Ac and Constituting the Trusteed of the Internal improvement Trust Fund of Che State of Florida Accept d by the City of Miami, on behalf of gay Shore Properties, Inc. in tha1Clty of Niani, Florida on the - /�2 day of W City ldanager----'�--T---`�` (SEAL) City of Hiam city of Miami A?VIX VED-45 TO FORM AND CORRECTNESS t P� tiso R, Uarcia-Fedvosa GO CLERK City Attorney Uaivar of Deed Ramtriction Dead No. 14448-p ra•!°iTl.1'r.:•1' ro Pigs 4 PARCZ A.y A pa-ccl of sislxncugect [arrd In Bt3cayn9 gay bolrxg In Sacd&i 22. Tcwnahlp 54 ScLr`h, Renga Al East, N Ml -DADS Cachet~, Flodda, being mora particularfy des,�rtbed ss Nowa: ror rw= attire Noatt:arty rot wolf Int 20, Blodc43.'RHODES AMENDED PLAT OF NEW SiSCAYNE , ac=,L ing to the Plat thsracif as rew.•ded to PBrt Eook B, at Page 18, of tho Pubpc Rxorda of MIAMI.OADE County. Florida: tflencxf Sores 40'2342' Enstalcrq the Northerly Ane of said Lot 20 and fts Salthoasteriy protortgatkM thereof fort391.18 tae!, nKxD a Iaas, i0 a Oz€t of Intersctlon whit the Dade County ixtlldwe ikw (U.S. Harbor Lina) as reooreod in Piat Book 74, Page 3 (Sheat 5I, of the public Records of !,+IWMI-0ADE County, F166da; thsrtea corftuo South 4012342 East along the said Southeast" probru3atlon cf the Northeastady jinn cf Lot20 for 270.0 fertt; thence Sarah 493329' Wast for 41.09 faeC mac or lass to the Polyd of Beginning cif the benA r dsscril3ed subnrged parol of land: thance South 39'25.15" East, .99.15 fee#_ thence South 50'3V4 -S' l°loA 02.00 feel- mooca Nene 3s'z5'lW West. 68.51 feet; thence North 49'33.28' Fast, 92013 fWto the Point of Beginning. Corrainiog 0.igtAcres. . I P-RCEL B2 A patCst of subuarped land ht Blsr� Hay being In -" 22 Towr aWp 54 South, Range 41 East MA11 W ADE County, Florida, more par dcularty dasailwl as follows, C,ornmerrr3ru3 atttw Intersecdon of tho $outheastutly exterr3on of the Sarthwestuty One of Lct 24, 9kxk43, of the Plat d -NEW BISCAYNE AMENDED', as alx,,n In Plat Book'B', at Page 16. of the Pubic Rocotds of M kW-DADE Comfy, Fkxida, wfth the Dade County bukhead Ano Ax shown in Plat Book 74, at Page,3 (Sheet 5). of LLia Public Recordi of MIAMI:DADE County. Florida; Hence nun S 21'41'51'W along asU txtlkhaad Ane bra dWtanco of 44.86 footto the Point of BeulnnJm of itta hwWn dasutbod parcel orf aubmacued Iand; thenceS 40'7332" E. 225.00 fleet; thence N 49'39113"F 92.14 toot rfe noe S 40-2:3'32' E. 63.38 %ek thanca S 49'3518' W. 120-25 foal; owence N 40-23-322` W. 273.50 feet to a polnt on ttw aforeaakl MIAMI-OADE Canty twlkhead line; ihenea N 21'441:'51 E on mall burkhesd arse. 31.81 fa -et to the Point of Bogfrinlnn_ CorYWIrkv"15tPssox J 3 SURVEYQRS SEAL BOUNDARY SURVEY uy,r... a �. e'+..{r�hra.oa a� � �- ►—�*d• annrny w.v. e�.,er►, rn..d n. MOJARENA & ASSOCIATES; INC_ ovwl soot or a Fu®fda stoned ai* t ulw+ lea. ..c *-* by t. azAZn tsnd Sur myora +L hbappera wx for and nsWw, TO r+wokwPrat ty ea+,r+II OF ora SURVEyoft in C ww t near-& r,wiaeCoritftcate of pu txxitz3+3on No 6698 t 94 tbrlretanlldw l pap � any and h eat i°"' Cbd� v—<a 8-0r 472= rbioa an*. Tt,.,... '12925 S.W. 132nd Avenue • va9L l r..„�: �. ,R oyWfi.M' �. � Axa aper tsar n k1lamS, F1o� 33186 P05i 275-2494 REVISED: �f J FLOOD ZONEt VE BA5€' 16 KSLSC)4-%6WARENA OAif= SCAM DWI-. BY JOB 110_ -'ft% or F,odde 05-12-04 Notto Scale B_L)_ a 03 00413 PARCEL 2 A parcel of submerged land Ding mnre particularly described as follows: (Commen6a at the Northerly corner of Lok 20, Block 43, of'SX%4UEL I711-iODES PLAT OF NEW BISCAYNE", accorkfing to the Plat thereof recorded In Plat book "B' at Page 16. of the Public Records of MIAK-DARE County, Florida; thence South 40°23'42' East along the Northerly line of said Lot 20 and its Southeasterly pmlongatlon thereof for 691.46 feet, more or loss, to a point of lntarsecuon v ith the Dade County bulkhead line (U.S. Harbor Line) as recanted in Plat Book 74. Page 3 (Sheet 5). of the Public Rt�rtls of Iv wjJ-DADS County. Florida, said paint being the paint of beginning sof the following described parcel of submerged land, thence continua South 40'23`42' East along the said Southeasterly prolongation of the Northeasterly line of Lot 20 for 270.0 feet; thence South 48`3329' West for 166.94 feet, more or less to file polrit of Intersection with the Stiuteasterfy prolongation of the Southwester fy fine of the Northeasterly % of said Lot 23, Block 43; thence North 41723'42' West along the Southeastsdy prolongation of the Southwastsrfy line of the NortheasIFAL y h of Bald Lot 23 far ia3.76 feet, more or lets, to a point of tntarsadion with the said Dade County bulkhead line; thence North 2141'51' East along said Dade County bulkhead line (U.S. Harbor Una) for 184.53 feels more or less; thence North 49'3373' East along said Dade County bulkhead fine for 3-87 feet, more or less, to the Point of Beginning. Less and Except the following panel of submerged lands _ A parcel of submerged land. adjacent to Seealon 22, Township 54 South. Range 41 f=ast Mlaml-Dad© County, Florida being mere particularly describedas tallows_ Canmenco at the Nozilterty coiner of Lot 20, Black 43, of SAVhUEL RHODES PLAT OF NEW BISCAYNE, according to the Plat thereof, recorded in Plat Book'6' at Page 16 of the Public Records of Miami -Dade Germy, Florida; thence South 40'23'42" East along the Northerly Ilne of said Lot 20 and im Southeasterly prolongation thereof for 691.46 feet, more or loss, to tfte point of Intersection with the Dade County -Bulkhead Linn (U_S. Haztwr L1ne) as recorded fn Plat.Book 74, Page 3 (Sheet 5) of the Public Records of Miami-Dadat'.c uW. Florida, thence continue South 40"23'42" East along said Sootheastudy prolongation of the North©astedy Brie of sald Lot 20 for 127.04 feet. more or less, to the point of Intersection with a One, being the Northerly prolongation of the Southeast face of an a foot wide rarxTete3 doci, the South 50'42'OO' West forl_1U feet mere or less, to the Northeast comer of said dock and tate Point of Beginning for tha following described parcel of submerged land;. thence South 50'42`01}'.West along said Southaastfaco of the dock far 8.40 feet, more or less, to the South comer of the dock; thence Nktxth 4T23A2' West, along the Southwest face of sad dock, for 12,4.11 feet, more or tom, to the point.of Intersection ivii fz said Dada County Bulkhead Line (U.S. Harbor tine), thence N&th 21'41'51' East along said Dada County Bulkhead Line (U -S. Harborilne) fnr5.50 feel; thence Norte 49'33'23' Fast along said Dade County Bulkhead Line (I1 -S. Harbor Late) for 287 feet, more or less, to the Northeast face of said do6r'thence South 40'23'42' Fast along said Northeast face ref the dod,k, for 126.913 fact', mora or lass, to the Point of Beginning. Said described parcel contairts 10050 square feet, more or less. CER-ilFIED TO-- Thktee3n Tlrnes Two. LLC.- Garcia $ Baloyra; Attomeys' Title Insurance Fund, Inc. PREPARED FOR: thirteen filmes Two, LLC, 2554 S_ Bayshore Drive, Kilarnl. FL 33133 SURVEYOR'S SEAL univi. it Lasts the Ii¢ubre std to afgt;:A r013W wd of ■ MOM. ]carved KXWyar Ind rrsppw; thm maphrout I. for 4tbmw'-'' uw pupc artir W d is not Vad _ REVISED; I FET"yr--RnFY:Th.t es..udrq srr.f— n,.d. W -S -e d—n. end ,. iyl� v1 em. SOMD OF l.F7rO SURVEYDR:3 in k7r.pt.r e101741. Fluid. cm., PA—A bo 5 -am 471477, -lark's -VP—%V m p6t—.ZA. oh— 13ELStflN M Pep01moc5 Swvvyar S M.pper No. 5504 SHEET3 OF 3 MOJARENAA &. ASSOCIATES''INC- Land Staveyora & Mappers Certificate of Auihortmbon Na. 669 i1 12925 5_W_ 132nd Avarua . r:larrd, 1=3cw>rfa 33186 (305) 2724 s FLOOD201NE: VE BASS 15 i]A7[SCJVJ` Ney [J - V08 130. 51. •�l �' .'_tom r ���`,� --- L� �•„ ez lr w � �C�a ���v ,,.r .,�� .+° ...a � �� �i�S� k r,�• • •- rr� fM . ID In - ..�.... AVIAIIOM AVENUE e j��'�i—�'-�--- —rr — —' - �..- - - _ yr—• ^r — —21tVOC 'I tll. PHetA1 r w.newn-�...+v �.� �`��ti►.r+� srw.rti+..ti�u.s .. a�r+rr+re-rvr _ p—rw�rrr++_.�ta..ar�r.�vry rrvrrvr..-rrrMr-w.�+...ww-r_rw+�rr I� r�.ha^rs �+�w.rr�ef.W r_�a_r_r^.�.tr_r-•-.-._r �.s ecew_+twa __ _�riAfr ��^ VM •eYwr�_r � �-¢r`r` aw�.��•rrw-r•errr_,�.a••• +� I{Ills{1 i �W.e� r .,..... ^�« ...ewe...+. e•+�!-_we+e�o.r�wr.-•��� r r""-r�_� +era_ 1 , _ w..r_�.r� tir_� ne.era_._±nye[�.1r.�lrMserdeerra_rre.•airti �`ea a 'eo_y_ ury ewe• f .l I ': `r.�, � � s'" rT � _ti.`__�xe� �a �`w�....Erra..�rz_•err.�ua �..r�e:.«. ' w_.e�--u�r rew..•r.-_ar_� e~el.rww rn+r�rrr.-e.-. c..w.`e� '-r-.�erww�r - % 3 ��~ r a.�r � `ia ra���rr_rr sem: � `�-•�-.y ..-. r .___-... �.-__ ___--__. �� re.-rr� �� ee-+r,w4 rr n sre.�_µ.e.a -e.+e �.....eruw r•_w�.+d -._ yarr�a 1_6�rre.ere.aa�w. waaraa_a�a.�e. .Y�«�wr••eerw.re.-rt IL'-r.awaiw.Rwwlw�ereti�r✓�M��� ewr�rraar �ieaeecsrtr.�o�er+.Raa - �•' _ � a _�_�� ee•ea•-- �Fa. !_'_..+�.�;w. � t.+r_� � rr. fNOI� _LOGVq_ U =-r I--1 -f ?Z CI PARCEL A2 A parcel of submerged [arid In Biscayne Bay being In Section 22, Trawnshfp 554 South, Range 41 East, A.iMMI-DAD6 County, Fladda, being mora parkuleriy described as _ fccows; Commence at the Northarfycorner of Lot 2u, Stock 43, 'RHODES AMENDED PLAT OF NEW BlSC:AYNE", aacotding to the Plat thefoof as [-carded In Plat Bock 5. at Page 16, of the Public Records ai MIAMI-DADE County. Florida: thence South 40'23`42` East alnng the Nof1herty fine of said Lot 20 and Its Southeasterly prolongation thereof for 591.46 feet, more or fess, to a point of fntarsecdion with the l?8,de County bulkhead line (U -S. Harbor fine) as recorded in Plat Book 74, Page 3 (Sheet 5), of the Public Records of MIAMI -RADE Canty. Florida; thence continue South 4(1'2342' East along the said Southeasterly prniongaUan of the Northeastedy line of Lot 20 for 270.0 fast; thence South 49'33'29" West fru 41.09 feet, more or ]a= in the Point of Bdgirming of the herein described submerged pascal of land; t4ence Scarth 39'25'15' Fast, 90.15 feet' [hence �.5 West 92.00 feet thence North 39-2095- West, 88.51 feet; thence North 49"3328' East, 92015 feet to the Point of Beginning. Containing 0_19±Arnee- PARCEL132 A 1 of sobm jv -- is 6 a tie In Section Township 54 South, Range 41 Eau MIAMI--DADE Count , Fkorida, inore articulari descdbt-d as follows: paw �' Y �9 � P 9 t. Y P y Commenting at yrs ► f, theastedy extension of the Southwesterly free of Lot 24, Blodc43, of tfw PIR[ of'NEW BISCAYNE AMENDED'. as sham in Plat Back "U', at, Page s of MLAMl4JADE County, Florida, with the Dodo County hutkhead Una as shown In Plat Boak74, at Page 3 (Sheet5), of the Public Racoojd5 or y. Florida; thence run 5 21'49'51' w along said bulkhead line for a distance 6f44-86 feat to the Point of Beginning of 1h® herein described pari [ of sub , trsnce S 40'2332' F. 225.60 feet; thence N 49'3618" t 3294 feet; thence S 40'23'32' E, 83.39 feet: thence S 49`36'18' W. 12025 fwt: thence N 40'23'32' W. 273-50 fact to a [mint on the aforesaid MIAM[-DADE County bulktlosd fins; thence N 21'49'51 E on said bulkhead Fina, 31.31 feat to the Point of 8eglnning. C*ntain3ng 0.315-Y A nx-!s. P,NRCEL C2 A parcel of submerged land In Sisca ms Say In Sedion 72, Tawnshlp S4 South, Range 41 East. MtAMVDADE County, Florida, lying SouLheasterly ur Lut 24, Block 43, of `SAMUEL RHODES PLAT OF NEW BISCAYNE'. as remrde3d In Plat Book `B', Page 16, of the Pubac Racon3s of VJAMl-DARE County, Hnridr,, being mors particularly destined as follows i Begin at the Southwesterty writer of sold Lot 24, said cgxmerbeing in the mean high water fine of Bbrayne tray; thence S 44'23'32" E along the Soullreasterly extension of the Souihwasterty tine of saki Lot24, for 538.57 feet to a point In the 1d VMI -DADS County bulkhead Uvw established for tits ataa as -'4XWM on map In Plat Book 74, Page 3 (Sheet ,), of the Public Records cf, MIAMI -RADE County, t for lda; them S 21'41'51" W along said bulkhead One. 67-75 Rut to a Poiret an the Southeasterly rine extension of the Southwesterly Hight -o -Way une of Aviatlon Avanua: Sence N 40`2332' W, along.said Southeasterty extension Fme of said Suuthwestetiy Right -of -Way line; 88 93 feet - thence 1,149-61a- E 25.98 feet [Event- N 40'2332` l"{.40024 feat thanca 55-7'2$'54` W, 2fi_23 rest 10 a pont art the aforementioned Southeasterly extension of the Southwesterly 1Z^ W -of --Way Goa ofAvtaUm Avenue; thence N 40'2332' W on tiro aforenenuoned extension of the a off -said Right -of -Way flna, 25.24 feet90 the Tac- of an existing concrete boli i sad:.thenra N 57'28'54' E along ft o face of an ex stirs concrete bulkheud for a dlstenee of 60.57 feet to tfrs Paint of Beginning_ Canialning 0.431 Acral SURVEYOR'S SEAL unkda It boar- r- " V� orlyinai raraad near a FkwM* 9c—d wvayor and rruWF�r_ uua mapirapat to sur rrdxameacrar peappsesrr"and b r" varr2 R VISCD. I HEREEYCEm-f,r Tn& Ow std S.d W 'y�[sada *+dun 6 ach A ai �,b­ts = am{ k M by CL FLpnk'u BOm! 7 OF LAHO SumoEYOps H cz R aIi37A Fkdda +ate- (Cad, Pl w m 5-6W 412=T, FkSo. S--svAa iiia r �.rvw:'axwr * ori PL r em.Ka *FP`s V m — P'rt rima as Tw m orlw 2W n >t.>+n NEI SO J'z Rog( --d Surveyor a rd,.pgar Na_ 5504 State M -W. SHEET"2 OF 3 MCOJARENA&ASSOCIATES, INC. 1� and suveyors Mapp Certfiicate ofAuhor¢aGfon No- 6528 12925 S -W. 13i nd Avenue Wamf, Florida 33188 (305)278-2414 F'LOt7DZONE- VE IaASE-- 16 05-17.-44 rNot tots Sralo JUAq R-0- jJ08 rJ3 CCTYfB i� PARCEL 2 l7 A parcel of submerged lend being more particularly described as fellows: (Commence at the Northerly comer of Lot 20, Brock 43, of `SAMUEL RHODES FLAT OF NEW BISCAYNE", according to the 5 : Plat thereof recorded in t?lat Booic'B" at Page 16, of the Public Records of MIAMI-DADE County, Florida; thence South 40'23427 East along the Northerly line of said Lot 20 and its Southeastedly LL prolongation thereof for 691.46 feet, mote or less, to.a point of intersection with the Dade County bulkhead line (13_S, harbor Line) as recorded in flat Book 74, Page 3 (Sheet 5), of the Public Records rl of IAtkvii-0ADE County,.Florrda, said point being the point of beginning of the foilowing described pannet of submerged land; thence cont nue South 40'23'42' East along the said Southeasterly ` W prolongation of the Northeasterly line of tot 20 for 270.0 feet; thence South 49'3329' West for 166.04 feoL more or less to the point of Rriersection with the Southeasterly prnlongaiion ofthe 1p t,7 Scuthwastedy line of the Northeasterly h of said Lot 23, Block 43; thence North 40°2342' West along the Southeasterly prolongatlon of the Southwesterly line of the Nortlieasteriy M of said Lot 23 for N G 183.76 feet, mora or less, to a point of intersedJon with the said Dade County bulkhead line.; thence North 21'41'51" f=ast along said Dade County bulkhead line aJ-S- Hari or tine) for -184=53 feet. Cl iL more or less; thence North 49'3329" East along said [lade County bulkhead tine for 3,87 feet, more or less, to the Paint of Beginning. Less and Except the faiowing parcel of submerged lands 6 (l3 A parcel of submerged land adjacent to Section 22, Township S4 South, Range 41 l=ast, Mlarni-Dade County, Florida being more particularly desr-Abed as follows: Commence at the Northeriy corner of p < Lot 20, Stock 43, of SAtufUEi RHDDI=S FlJ1T flF NEW BISGAYNE according to the FIaE ttaexreof, recorded in Plat Book "H' at Page 15 of the Public Records of Mlaml-Dade County, Florida;1henre EYj J South 40'23'42" Fast along the Hortiredy line of said Lot 20 and its Southeasterly prolongation thereof for 691.46 feet, more or less, to the point of intersection with the lade C"mhy But <head Line (U -S- Harbor L tne) as-rao6tded in Plat Book 74, Page 3 (Sheet 5) of the Public Records of Miaml-Dade County, Florida, thenca continua South 40'2342' East along said Southeasterty prolongation of the Northeasterly line ofsald Lo;120 for 127_00 foeL more or less, to the point of intersection with a line, being Me Northerly prolongation of the Southeast Taco of an 8 footwiden concrete dock; thence South 5{3 42`0()' West for 1-10 feet, mare or less, to the Northeast comer of said dock and the mint of Beginning for the fallowing described parcel of submerged land; thbace South 50'42'00' -Wast along said Southeast face of the dodo for 8.W feet, more or less, to the Southcorner of L' a stock thence North 40'2342` West, along the Southwest face of said da6r,1br -124.11 feet, more or less, to the point of intersection with said [lade County Bulkhead Line (U.S. Harbor line); tlienco North 21'41'51' East along said Dade County Bulkhead Line (U.S_ Harbor line) far 5.80 feet; thence North 49'33'25' East along said Dade County Bulkhead Line (U -S. Harbor Line) for 287 feet, more or fess, to tha Northeast face of said dock; thence South 40'2342" East, along said Northeast face of the dock, for 726.98 feet, more or less, to Bre Point of Beginning. Said dPsc riFed parral centaurs 1003.0 square feet, more or less. CERTIFIED TD= Thirteen Tlmes Tw+o, LLC; Garcia & Baioyra; Aftomeys' 7itla Insurance Furid, Inc Fl EPARED FOP- -tturteers-Times Two, LLC, 25Z;O S_ BayShore Drive, Kam% FL 33133 SURVE-YOB`S SEAL STATE OF FLORICA, C.0 Liar OF Dc.07, ' IlCr;G 3r CEtzr,� rmrr rf,c rs a � :a -- -r:tie [tram It b-- hhn r7gnaaua and rho a4—i -tsod resat d a pbe4a kft-' ed survegcr arta rr�sw- , 7th MMPJtag(xfi ALWPM� oY and 4 rut REVISED; ..>� mr.-•mea �-a..,s �y mm<,to-r. �. mYMh and iqi s'xxS. salami Ly D. FLORDA 4C+RD OF L %KU SUFNErORS ki Crwgtr 61Gt7-e, Fh kf A-kly :vr Cal., p,x s"la Swbb 472[717. Fuld. Eurwa�r, Tfr...ra tw.c5varciknwr2r, avvek ,auaff)Kft dao ort plc or �172N'A i`iFiSOda_..._�. Ragiderad Swayer 5 kkepper No, 5505 Stat. 01 Fhxida Sf:EE-T 3 OF 3 MOJARENA & ASSOCIATES, INC. Land Surveyors & Mappers _• Certificate of A.utitarization too- 66'9. s • 12925S.Wi 132ndAvanue Wamt, Honda 33168 [305] 27a-2494 FLOOD ZGNEr VE IBASE 16 s - t)5-i2C}-'. 5t�io#aSr�s1QIU4 CBY J040�. 0nn [ .. . � � . � T-oxxmnm� ~~� ('nNT. � 'nNT 'xmi )|qNNlq i,,V VVVw,,nxzi. ri zy-"J 6 tL capitalbank-us.coin CAPITAL BANK Piioue I Soo.639.5111 January 28, 2015 c/o Robert Christopli, Jr. Bayshore Landings, LLC 300 Alton Rd., Suite 303 Miami Beach, l L 33139 To Whom It May Concern: In connection with the proposed assignment of the lessee's interest in the City of Miami ground lease of the property located at 2550 South Bayshore Drive f oin Bayshore Landing LLC to Aligned Bayshore Marina LLC, the leasehold mortgage loan currently held by Capital Bank will, in Capital Bank's discretion, either be (1) accelerated and due and payable or (2) assumed by Aligned Bayshore Marina, LLC and amended as the patties may agree. if Capital Bank's leasehold mortgage loan is paid in full, then Capital Bank's leasehold mortgage will be terminated, and consequently Capital Bank will not require any written notices from the City of Miami as Landlord under the ground lease. If Capital Bank's leasehold mortgage loan is assumed as set forth above, then Capital Bank will not unreasonably withhold its consent to a simple amendment to the ground lease attaching anew state submerged lands lease, which new state submerged lands lease shall be subject to Capital Bank's reasonable review and approval. Sincerely Cl F. Wilson Senior Vice President Commercial Real Estate Lending FD!d , c, CERTIFICATE OF MANAGER OF BAYSHORE LANDING, LLC The undersigned, Robert W. Christoph, Jr., does hereby warrant and certify as follows; (1) 1 aril a duly appointed, qualified and acting Manager of Baysliore Landing;, LLC, a Florida limited liability company (tile "Company") (2) The status of the Company is currently active pursuant to the records of the Florida Department of State. (3) The Company has not been dissolved or terminated and no proceedings for dissolution or termination are currently contemplated. (4) 1 ani a duly appointed, qualified, incumbent and acting Manager of the Company. The other manager of the Company is Robert W. Christoph. (5) I hereby certify that the Company has duly authorized the execution and delivery of that certain Fourth Amendment to Lease Agreement between the City of N(liami and the Company in the form attached ehreto as Exhibit "A." IN WITNESS WHEREOF, I have executed this Certificate as of the 24th day of February , 2015. Robert W. Christoph, Jr., Manager SIGNATURE' PACE T9 CE€ TICICAT OF MANAGER EXHIBIT "A" FOURTH AMENDMENT TO LEASE AGREEMENT BETWEEN THE CITY OF MIAMI AND BAYSHORE LANDING LLC This Fourth Amendment to Lease Agreement (this "Amendment") is entered into effective as of the day of February, 2015, by and between the City of Miami, a municipal corporation of the State of Florida (the "City"), and Bayshore Landing LLC (assignee of Grove Marina Market, Ltd., which was assignee of Bayshore Properties, Inc,, the "Cump�tny") for the purpose of amending that certain Lease Agreement between the City and the Company (authorized by City Cocnntiission Resolution No. 85-717, adopted July 18, 1985, with related ballot language approved by referendum of the votcrs on August 13, 1985) dated September 20, 1985, as assigned by Baysliore Properties, Inc, to Grove Marine Market, Ltd. on March 16, 1986, with Acceptance of Assigrimcnt of Lease dated March 14, 1986 and Consent dated as of March 16, L986, all as amended by: (1) that certain Memorandum of Understanding dated August 30, 1991 (the "1991 Memorandum"), (2) that certain Memorandum of Understanding dated September 10, 1993, (3) that certain Amendment to Lease Agreement dated November 14, 2001, (4) that certain Second Amendment to Lease Agreement dated August 20, 2004, and (5) that certain Third ArnendmenL to Lease Agreement dated December 24, 2004, copies of which are attached hereto as Composite Attachment I (the Lease Agreement dated September 20, 1985, the Assignment of Lease dated March 16, 1986, the Acceptance of Assignment elated March 14, 1986, t_ic Consent dated March 13, 1986, the Memorandum of Understanding dated August 30, 1991, the Memorandum of Understanding dated September 10, L993, the Amendment to Lease Agreement dated November 14, 2001, the Second Amendment to Lease Agreement elated August 20, 2004, SIGNATURE, PAGE To C FRTIFICi1'I'I, of-'Iv[AN,ACiER and the Third Amendment to Leas:, Agreement stated December 27, 2004 are hereinafter collectively referred to as the "Agreement", "Lease Agreement" or "Lease") WHEREAS, pursuant to the Lease Agreement, the City leased to Bayshore Properties, Inc. certain property located at approximately 2550 South Bayshore Drive, Miami, Florida. (the "Property" or "Leased Premises"), commencing September 30, 1985 and expiring on May 31, 2035; anti r WHEREAS, pursuant to an Assigrunera of Lease dated March 16, 1986, Bayshore Properties, Inc., assigned to the Grove Marina Markel, Ltd, its rights and obligations under the Lease Agreement with an Acceptance of Assignment of Lease elated March 14, 1986, and said assignment was consented to by the City by virtue- of that cedair. Consent to Assignment dated as of March 16, 1986, and WHEREAS, the Property comprises upland and submerged land, a portion of which lies within an arca deeded to the Cite by the Board of 'trustees of the Internal Improvement Fund of the State of Florida (the "`trustees") pursuant to Deed No. 19448; and WHEREAS, Deed No, 19448 contains a restriction that thu lands described therein are granted, bargained, conveyed and sold to the City of Miami, solely for public purposes, including Municipal purposes; and WHEREAS, the Trustees approved a Waiver of Deed Restrictions on Tune 21, 1981; and WHEREAS, in 2004 it was discovered that the legal description of the Property contained in the Lease Agreement did not accurately describe the submerged lands currently and historically used by the Cornp my; and SIGNATURE PAGE TO CGRTIFICATC 01' MANAGER WHEREAS, in connection with that discovery it was determined that: (i) a portiOLI of such Submerged land used by the Company is owned by the City pursuant to Deed No. 19148 from. the TrUSWCS, and, therefore, subject to the restrictions thereof and (ii) certain boats that clock along the first pier of the Property encroach onto State of Florida submerged lands not owned by i the City of Miami but owned by the State of Florida; and WHEREAS, it was therefore necessary to obtain: (i) an Amendment to the Waiver of Deed Restrictions to expand the scope of [lie waiver to include such submerged land and the clocks that lie within the area deeded by the Trustees, and (ii) a sovereignty submerged lands lease i agreement for that area of encroachment; and WHEREAS, the City Commission adopted Resolution 03-357 at its July 221, 2003 meeting, authorizing: (1) the City Manager to execute a submerged lands tease with the State of Florida for the submerged lands currently utilized by the Company for dockage purposes; (2) acceptance of an amended waiver of deed restrictions to accurately reflect the area being utilized by the Company; and (3) the City Manager to execute an Amendment to the Lease Agreement to accurately describe the lands being leased to the Company; and WHEREAS, on August 20, 2001, Grove Marina Market, Ltd assigned its rights to 13ayshore Landing, LLC, the City provided its Consent to AssigiunLnt, and the Company and the City entered into the Second Amendment to Lease Agreement ("Second Amendment"), which incorporated a new I-xhibit A-1 to the Lease Agreement to accurately reflect the legal descriptions of the upland and submerged land leased to the Company, an acknowledgement by the Company of the imposition of rental payments due to the State for the use of the submerged lands owned by the State and the 'Waiver of Deed Restrictions, a clarification of certain other SIGNATURtL PAOF To C:EW11TICATF OF NIANAG!?€t terms and conditions of the Lease Agreement and other terms and conditions as set forth therein; and WHEREAS, on December 27, 2001. the City and the Company entered into a Third Amendment to Lease Agreement to amend the Lease Agreement and add certain provisions to protect the Company's Leasehold Mortgagee; and WHEREAS, on November 14, 2011, as permitted by Scction 31 of the Second Amendment, the City provided its Estoppel and Consent Certificate regarding internal transfers of interests by the Company: and WHEREAS, on March _, 2013, as permitted by Section 31 of the Second Amendment regarding further internal transfers of interests by the Company, the Christoph Family Trust became the sole indirect owner of the Company so that I -IMG Ba.yshore LLC no longer had an ownership interest in e -f -the Company, and the Company accordingly amended its related Sublease for the Downstairs Restaurant with Bayshore R.awbar, LLC; and WHEREAS, on Jainiary 22, 2015, the City Commission authorized the City Manager to execute z Lease Renewal with the Trustees for the submerged lands associated with the Property ("State Submerged Lands Lease Renewal"), indicating that the City Manager has been previously authorized to enter into a related sublease modification with the Company for the State Submerged Lands Lease Renewal; and WITEREAS, Capital Bank, N.A., as the Company's current Leasehold Mortgagee, as of February _, 2015 has reviewed the State Submerged Lands Lease Renewal (attached and incorporated as Exhibit l3) and has consented to this Fourth Amendment (with said Consent attached as Exhibit B-2), under the terms and conditions set forth by the parties below; and SIGNATURE PAGE TO CERTIFICATE OF MANAGER WHEREAS, the Company's authorized representatives to execute this Amendrr.ent are set forth in Exhibit C, attached hereto and made a part hereof, NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and in consideration of other valuable consideration, the parties covenant and agree as follows: (1) 1pcorporation of Recitals: The recitals and findings set forth above are hereby adoptcd by reference thereto and incorporated herein as if fully set forth in this Amendment. (2) Amendment Effective Date: The effective date of this Amendment shall be the date upon which it is executed by the City Manager and attested to by the City Clerk (the "Amendment Effective Date") (3) The Lease Agreement is hereby amended as follows: (a) lxhibit A: Exhibit A of the lease Agreement is hereby deleted in its entirety and replaced with Composite Exhibit A-2, attached hereto and made a part hereof. Any and all references to Exhibit A shall hereinafter be deemed to refer to Connposlte Exhibit A-2, Exhibit B of the Lease Agreement is hereby deleted in its entirety and replaced with Exhibit 8-1, attached hereto and made a part hereof. Any and references to Exhibit B shall hereinafter be deemed to refer to Exhibit 13-1, attached hereto and made a part hereof. (b) Section I is hereby amended and restated as follows: 1 A. Acknowledgment of State Conditions: The City has received the following from the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida (the "Trustees"): (a) the 10 -year State Submerged Lands Lease Renewal, renewal date effective as of July 1, 2014, attached hereto and made a part hereof as Exhibit 134, for the property identified as Parcel C2, on Composite Exhibit A-2 attached hereto and made a part hereof (the "State Lease Property"), containing 21,344 square feet, more or less, to operate an existing 34 slip clocking facility for the mooring of commercial and recreational vessels in conjunction with the upland corrunercial marina a.lnd restaurant; and SIGNATURE PACE To CERTIFICATE dN N/IANAGER (b) a Waiver of Deed Restrictions and Amendment to Waiver of Deed Restrictions (collectively, the "Waiver") attached hereto and made a pall hereof as Exhibit C, for the property identified as Parcels 2, A2, 5 and 132, as more particularly described in Compo3ite Exhibit A-2 attached hereto and made a part hereof (the "Waiver Property"), containing 88,311 square fcct, more or less, of deeded submerged lands associated with the use of the upland commercial marina. The Company leas been provided copies of the State Submerged Lands Lease Renewal and the continuing Waiver (collectively the "State Agreements") and agrees to comply with all of the terms and conditions of the State Agreements in all material respects, The Company acknowledges that Section 10 Ass'.g<nnient of Tease Renewal of the State Submerged Lands Lease Renewal as of the Effective Date of this Amendment (a) only permits the City to grant a sublease to the State Lease Property to Bayshorc Landing, LLC or their leasehold mortgagee, and (b) that any sublease to any other entity shall require prior written approval of the State of Florida (the "State"). The Company acknowledges that Section 19 Renewal Provisions of the State Submerged Lands Lease Renewal allows for its renewal at the sole option of the State. The Company and the City agree to use commercially reasonable good faith efforts to obtain such State renewal. Such renewal shall be subject to the terms, conditions and provisions of management standards and applicable laws, rules and regulations if effect at that time. In the event that the City and any approved sublessee arc in. full compliance with the terms of. the State Submerged Lands Lease Renewal, the State will begin the renewal process. The term of any renewal granted by the State shall commence on the last Clay of the previous lease terra. In the event the State does not grant a renewal, the City and any approved sublessee shall vacate the leased premises and remove all structures and equipment occupying and erected thereon at their respective expenses, as applicable. The obligation to remove all structures auth0riZ0C1 by the State Submerged Lands Lease Renewal scall constitute an affirmative covenant upon the City's, and any approved sublessee's, respective interests ir. the riparian upland property more particularly described in Attachment B to the SIGNATURE PAGE To UJITIFICATE: Or MEANAM11 State Submerged Lands Lease Renewal, which shall run with the titles to the Lessee's and any approved sublessee's respective interests in said riparian upland property and shall be binding upon the Lessee, any approved sublessee, and their respective approved successors in title or successors In interests. In Lhc event the State Submerged Lands Lease Renewal is not renewed or expires prior to the expiration of this Agreement or further sublessees are not approved by the State; (1) the Company shall cease to operate the slip docking facility and any wet slips that encroach onto the State Lease Property, and (2) this Agreement shall terminate as to the State Tease Property, (c) Section 1B is hereby amended and restated as follows: 1 B. Payments to the State: Notwithstanding anything containcd in the State Agreements to the contrary, the Company and the City and any other approved sublessee shall pay their respective shares of the payments due to the State during the term of the State Agreements and any extensions thereof. as follows: (a) State Submerged Lands Lease Renewal: (a) Section 2. Lease Fees: Commencing as of July 1, 2011, the City shall pay to the State for the State Lease Property annual rent in an amount not to exceed $2,000,00, increased annually based upon increases pursuant to Rule 18-21.011, Florida Achninistrative Code. The initial anneal base rent for the period from July 1, 2014 through June 30, 2015 is $2,187.18 plus sales tax pursuant to Section 212,031, Florida Statutes, if applicable. The amount of the annual lease fee for the remaining years of the State Submerged Lands Lease Renewal shall be adjusted pursuant to provisions of Rule 18-21.011, Florida Administrative Code; and (b) Section 3. Wet Slip Rental CertiticationlStipplemental Payment: (A) The City, the Company, and any other approved sublessee, us applicable, shall provide: upon the request of the State any and all information in a certified form needed to calculate the lease fee specified in paragraph (a) above, including the income, as defined in su'osection 18-21.003(3 l), Florida Administrative Code, derived directly or indirectly form the use of sovereignty submerged lands on an annual basis. SIGNATURE PAGE '0 CERTIFICATE Or MANAGER When six percent (6%) of said annual income exceeds the base fee or minimum annual fee established pursuant to Rule 18-21.011, Florida Administrative Code, for any lease/sublease year during the terin of the State Submerged Lands Lease Renewal, the State shall send to the City and the City shall send to the Company or any other approved sublessee, as applicable, a supplemental invoice for the difference in the amounts for that lease/sublease year. (B) The instrument or agreement used by the City, the Company, and any other approved sublessee to transfer or assign the right to use a wet slip at the docking facility to a third party shall include a provision that clearly notifies the wet slip ren ter/user/hoIder that if the wet slip renter/user/holder subsequently transfers his/her right to use said wet slip to another party, the instrument or agreement used to transfer said wet slip shall contain a provision that requires six percent (6%) of the annual gross income derived from said instrument or agreement for the use of said wet slip be paid to the City, who upon receipt, shall report and transmit said amount to the State. The Company and any other approved sublessee, as applicable, may elect to transmit such amount directly to the State, with copies of such transmittal information to the City. The instrument or agreement used by the City, the Company, or any other approved sublessee, as applicable, to transfer a wet slip slaall also include a provision that clearly notifies the wet slip renter/user/holder that no interest in said wet slip may be further transferred unless a substantially similar provision to the one contained in the preceding sentence is placed ir each succeeding instrument or agreement used to transfer said wet slily to each new wet slip renter/user/holder. (C) The City, the Company, or any other approved sublessee, as applicable, shall submit to the State, with a copy to the City, each instrument or agreement used by the City, the Company, or any other approved sublessee, as applicable, to transfer or assign the right to use a wet slip at the docking facility to a third party annually at the sante ti:lle the City, the Company, or any other approved sublessee, as applicable, sabnlits the required Annual Wet Slip Revenue Report to the State, with a copy to the City, as applicable. Thirty (30) days prior to the due date, Vie Company or any other approved sublessee, as applicable, shall pay to the City for remittance to the State, or the Company or any other approved sublessee, as applicable, may elect to pay to the State directly, any and all rental fees as provided for in S[CNATURE PAGE 70 CERTIFICATE OF MANAOER the State Submerged Lands Tease Renewal in excess of $2,000 as increased annUaily based upon increases pursuant to the Florida Administrative Code. (ii) Waiver on Parcels 2 and A2: The City shall pay to the State for Parcels 2 and A2 annual fees that shall in the aggregate not exceed $27,000, as increased annually based upon increases in the CPI. The initial annual Lase fee for the period from October t, 2004 through June 30, 2005 shall be $3,103.20; thereafter, the annual base fee shall be calculated' each year for the period from July I" through June 30`x' of the following year. Thirty (30) days prior to the due date, the Cor pany shall pay to the City for remittance to the State any and all other amounts due pursuant to the waiver which are in excess of $27,000, as increased annually based upon increases in the CPI as provided above. (iii) Waiver on Parcels 5 and B2: Thirty (30) days prior to the clue date, the Company shall pay to the City for remittance to the State one hundred percent (100%) of any and all fees dile to the State pursuant to the Waiver on Parcels 5 and B2. (iv) The City shall remit payments due to the State during the term of the State Agreements and any ext: nsions thereof within seven (7) clays after the City shall have received all fees due from the Company for the State Lease Property and the Waiver Property. In the event the City does not timely remit such payments as provided above, the Company may snake such payments to the State, and any portion thereof that the City is obligated to pay as aforesaid may be deducted by the Company from the next rental payment(s) due from the Company to the City,. (d) Section 2 of the Agreement is hereby amended as follows: Section 2. Term: The term of this Agreement shall commence on the 30`x' day of September, 1985 and shall enol on the 31"clay of May, 2035. Notwithstanding any other provision of this Agreement, the term of this Agreement with regard to the State Lease Property shall expire on the earlier of: (1) the expiration or earlier termination of the State Submerged Lands Lease SIGNATURE PAGE TO CERTIFICATE of MANAGER 11 Renewal (or any further renewal or extension thereof), or (2) May 31, 2035. (4) No Implied Modifications: Except as specifically provided herein, all of the terms and provision of the Agreement shall regain in effect. IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment to the. Lease Agreement on the day and year first above written. ATTEST: By: Todd B, Hannon, City Clerk Approved As To Form And Correctness: Victoria Mendez, City Attorney Approved as to Insurance Requirements: Anne -Marie Sharpe, Risk Management Director SIGNATURE PAGE" To CERTIRCATCOF MANAGER City of iVliami, a murLicipal corporation of the State of Florida By: Daniel J. Alfonso, City Manager WITNESSES: Signature Print Name S i gna ttlre Print Name Composite Attachment I — Composite Exhibit A-2, including Exhibit B, B-1, and B-2 — Exhibit C - SIGNATUIE PACE TO CUTIFICA`I'E OF MANAGER Bayshores Landing, LLC, aFlorida Limited liability company By:` Name: Title: Collective Historic Lease Agreements Collective State Submerged Lands Lease Renewal and Waiver Corporate ALithorization EXHIBIT "A" Attached. M I A N1124 5,1707.1 7319010718 BXHfBtT "B" Attached. Iv[ [A;v' [ 2454707,1 7319010718 EXHIBIT "C" Att1chM. iv[]A,%,[[ 24154'107,1 7319013718