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HomeMy WebLinkAboutExhibitFIRST AMENDMENT TO GROVE BAY PARKING FACILITIES AGREEMENT THIS FIRST AMENDMENT TO THE GROVE BAY PARKING FACILITIES AGREEMENT (the "Amendment") is entered into as of the _ day of , 2018 (the "Effective Date"), by and among (i) the CITY OF MIAMI, FLORIDA, a municipal corporation organized under the laws of the State of Florida (the "City"), (ii) the DEPARTMENT OF OFF-STREET PARKING OF THE CITY OF MIAMI D/B/A MIAMI PARKING AUTHORITY, an agency and instrumentality of the City of Miami, Florida (the "MPA"), and (iii) GROVE BAY INVESTMENT GROUP, LLC, a Florida limited liability company ("Grove Bay" and, together with the City and MPA, collectively, the "Parties"). RECITALS WHEREAS, the City, MPA, and Grove Bay entered into that certain Grove Bay Parking Facilities Agreement, dated effective as of February 8, 2016 (the "Parking Agreement"); and WHEREAS, the Parking Agreement amended that certain Lease between the City and Grove Bay, dated October 24, 2013, related to that certain property owned by the City and located at 3385 Pan American Drive and 51 Chart House Drive, Miami, Florida (the "Lease"); and WHEREAS, the amendments to the Lease incorporated into the Parking Agreement were intended, to among other matters, set forth the understanding between the Parties related to the Parking Property and the Parking Facilities to be constructed thereon, including, without limitation: (i) the MPA's obligations in connection with the construction of the Parking Facilities, (ii) the respective obligations of the Parties with respect to the operation of the Parking Facilities, including, without limitation, the Parking Facilities Retail Area, and (iii) the rights and corresponding duties of Grove Bay and its Permittees to use the Parking Facilities; and WHEREAS, the MPA sought bids for the construction of the Parking Facilities soon after the execution of the Parking Agreement; however, such bids exceeded the MPA's budget for the construction of the Parking Facilities, which the MPA determined necessitated the value engineering of the Parking Facilities; and WHEREAS, the Parties desire to make changes to the Parking Agreement to incorporate the design changes resulting from the value engineering process and to, among other matters, amend the deadlines for the commencement and completion of the construction of the Parking Facilities; and WHEREAS, the changes requested in this Amendment are being presented because certain conditions subsequent, such as the commencement of construction of the Parking Facilities by the date specified in the Agreement, did not occur within the time required in the Agreement; and 17-2511/ June 6, 2018 WHEREAS, various authorities have recognized and allowed modifications and amendments to a competitively procured Agreement which are within the scope of the original competitive procurement; and WHEREAS, various authorities have recognized the "cardinal change doctrine" that allows changes to a competitively procured Agreement which are not materially different from the Agreement entered as a result of such competitive procurement process; and NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained, the parties hereto agree as follows: A. The above recitals are true and correct and are incorporated herein by this reference. All capitalized terns used in this Amendment without separate definition shall have the same meanings assigned to such terns in the Lease and/or the Parking Agreement. B. Section 3.2 of the Parking Agreement, entitled "Design of the Parking Facilities," is hereby amended by deleting Exhibit "C" in its entirety and replacing Exhibit "C" with the document entitled "Revised Exhibit C" and attached hereto. C. Section 3.3(d)(2) of the Parking Agreement is hereby deleted in its entirety and replaced as follows: "(2) the Parking Facilities will consist of a three (3) level parking structure, containing (i) not less than 253 parking spaces within the Parking Structure and 77 surface parking spaces within the Parking Property (collectively, the "Facility Parking Spaces"), (ii) approximately 33,476 square feet of Gross Leasable Area (enclosed and under roof) on first floor of the Parking Facilities, and (iii) such other uses as set forth in the Plans and Specifications;" The City, MPA , and Grove Bay further each acknowledge that Section 4. 1.1 of the Lease currently and expressly provides for an adjustment to the Minimum Base Rent if the MPA constructs a Parking Facilities Retail Area with less than 40,000 square feet of gross leasable retail space. Specifically, Section 4. 1.1 of the Lease currently provides as follows: "Notwithstanding the foregoing, the parties acknowledge that the calculation of Minimum Base Rent set forth above is based on the assumption that the Parking Facilities Retail Area will contain 40,000 square feet of gross leasable retail space and, as such, the Lessee will pay $400,000 of Minimum Base Rent or $10 per square foot per annum of gross leasable retail space. As such, the amount of Minimum Base Rent set forth above shall be adjusted such that the Minimum Base Rent shall equal $10 per square foot per annum of gross leasable retail space actually constructed by the MPA." -2- Therefore, as a result of the reduction in the size of the Parking Facilities Retail Area from 40,000 square feet of Gross Leasable Area to 33,476 square feet of Gross Leasable Area, the Lease entitles and provides to Grove Bay to a proportional reduction to the Minimum Base Rent as specified in Section 4. 1.1 of the Lease. The proportional reduction provided by Section 4.1.1 of the Lease results in a downward adjustment to the Minimum Base Rent of $65,240 per year (assuming that, after construction, the Gross Leasable Area of the Parking Facilities Retail Area equals 33,476 square feet of Gross Leasable Area), which reduction shall be applied to the Minimum Base Rent due after the occurrence of the Operation Date. D. Section 3.3(f) of the Parking Agreement is hereby deleted in its entirety and replaced as follows: "The parties acknowledge that the Gross Leasable Area of the Parking Facilities Retail Area have not yet been definitively established because the final design of the Parking Facilities has not, as of the present date of execution of this Amendment hereof, been completed. Upon delivery of possession of the Parking Facilities Retail Area, the MPA shall set forth in writing to Grove Bay the amount of Gross Leasable Area (enclosed and under roof) contained within the Parking Facilities Retail Area. Within forty-five (45) days after the Operation Date (as defined in Section 4.1 of the Lease), Grove Bay may cause the Parking Facilities Retail Area to be measured by an independent, professional, certified and licensed architect approved by the Parties, and paid for jointly by Grove Bay and the MPA , in a written document who will certify to the MPA and Grove Bay the actual Gross Leasable Area of the Parking Facilities Retail Area (the "Certified Area"). The measurement of the Parking Facilities, whether for the purposes set forth in this Section 3.3(f) or for any other purpose under the Lease or the Parking Agreement, shall be based on the accepted and established definitions and standards for measuring Gross Leasable Area as set forth in the Business Owners and Managers Association Retail Standard (ANSI/SOMA Z65.5-2012). If the Certified Area varies from the Gross Leasable Area specified in the notice provided by MPA, the measurement of Gross Leasable Area of the Parking Facilities Retail Area shall be modified to be the Certified Area as herein provided, and the 4.1.3 Rent and any other rent, charge or receipt under this Lease based upon the square footage of the Parking Facilities Retail Area shall be adjusted proportionately to reflect the Certified Area." E. Section 3.4 of the Parking Agreement, entitled "Parking Trust Fund Contribution" is hereby deleted in its entirety and replaced as follows: (a) Current Status. The Parties acknowledge and agree that Grove Bay has deposited $1,242,500 with the City in compliance -3- with Grove Bay's obligation related to the Initial Parking Trust Fund Contribution as set forth in Section 4.10 of the Lease (the "Initial Trust Fund Contribution") and that the Lease, as amended by the Parking Agreement, provides that the total aggregate contribution (inclusive of the Initial Trust Fund Contribution) payable by Grove Bay towards the construction of the Parking Facilities is $4,000,000. However, under Section 4.10 of the Lease, as amended by the Parking Agreement, the City is obligated to return the Parking Trust Fund Contribution to Grove Bay if the MPA has not obtained building permits for, and commenced construction of, the Parking Facilities within twelve (12) months of the Possession Date (as defined in Section 1.1.37 of the Lease). The Parties acknowledge, and accept without objection, that the MPA has not obtained building permits for, or commenced construction of, the Parking Facilities within twelve (12) months of the Possession Date; provided, however, the Parties acknowledge that MPA has obtained building permits and commenced construction of the Parking Facilities prior to the date of this Amendment. In addition, under Section 4.10 of the Lease, as amended by the Parking Agreement, the amount of the Parking Trust Fund Contribution was based on constructing Parking Facilities with 333 parking spaces within the parking garage and, as such, the reduction in the size of the Parking Facilities (as set forth in the Design) would expressly entitle Grove Bay, pursuant to Section 4.10 of the Lease, to an equitable reduction in the overall Parking Trust Fund Contribution based on the stipulated sum of $12,000 per parking space. Furthermore, Section 4.1.1 of the Lease, as amended by the Parking Agreement, provides that the Minimum Base Rent will not increase to $2.0 million per year, and remain at $1.9 million for the duration of the Lease, if the Parking Facilities Conditions are not satisfied by January 1, 2018, and further reduced to $1.8 million for the duration of the Lease if the Parking Facilities Conditions are not met by June 1, 2018. (b) Agreed Accommodations. Grove Bay hereby agrees to voluntarily, freely and knowingly waive its entitlement or rights to any claim, cause of action, or action for a return of the Parking Trust Fund Contribution as a result of the matters set forth above, conditioned on the following agreement hereby reached between the Parties: (i) the City will release the Initial Trust Fund Contribution to MPA upon MPA delivering written notice to the City that the MPA has received the applicable building permits to construct the Parking Facilities; (ii) the Parking Trust Fund Contribution (in the amount modified herein) will be released or paid to MPA in conjunction with the construction of the Parking Facilities as set forth in Section 3.6 of this Agreement; (iii) the aggregate amount of the Parking Trust Fund Contribution for the parking spaces M presently being constructed shall be a stipulated amount of $3,036,000 (which stipulated sum is based on multiplying the total number of parking spaces within the Parking Structure by $12,000), (iv) Grove Bay will deposit the entire balance of the Parking Trust Fund Contribution (a total of $1,793,500) in a separate, segregated and limited purpose account in the name of Grove Bay (sufficient written evidence of which to be provided to the City and MPA), within thirty (30) days of the Effective Date of this Amendment; (v) the phrase "Parking Facilities Conditions," as defined in the Lease, as amended by the Parking Agreement, is hereby amended to replace the reference to "approximately 333 parking spaces and 80 surface parking spaces within the property in which the Parking Facilities are located" with "approximately 253 parking spaces within the parking garage and 77 surface parking spaces within the property in which the Parking Facilities are located"; (vi) the City and the MPA hereby waive any existing defaults, if any, by Grove Bay under the Lease occurring prior to the Effective Date; and (vii) the City and the MPA will use the Parking Trust Fund Contribution solely to pay the cost of construction of the Parking Facilities and other ancillary and incidental purposes related to such construction. (c) The City and MPA further acknowledge that Section 4.1.1 of the Lease (as amended by the Parking Agreement) currently contemplates an increase in the Minimum Base Rent payable by Grove Bay, which increase is conditioned upon the City and MPA timely completing the Parking Facilities Conditions. Specifically, Section 4. 1.1 of the Lease (as amended by the Parking Agreement) currently provides the following: ". upon satisfaction of the Parking Facilities Conditions, the Minimum Base Rent shall increase to $1.9 million per annum for the twenty-four (24) month period after satisfaction of the Parking Facilities Conditions are satisfied and $2.0 million per annum thereafter. Notwithstanding the foregoing, if the Parking Facilities Conditions are satisfied, but only after January 1, 2018, then the amount of the Minimum Base Rent shall remain at $1.9 million and will not increase to $2.0 million as set forth above and, if the Parking Facilities Conditions are satisfied, but only after June 1, 2018, then the amount the Minimum Base Rent shall remain at $1.8 million for the duration of the Lease (each subject to adjustinent as set forth in following sentence)." -5- As a result of the untimely satisfaction of the Parking Facilities Conditions, Grove Bay is not currently legally obligated to either pay the Parking Trust Fund Contribution or increase the Minimum Base Rent to the amounts set forth above. In consideration for the temporary reduction in the Rent for the period commencing on the month immediately after the Effective Date (the "Temporary Reduction Commencement Date") and ending on the second anniversary of Temporary Reduction Cornmencement Date in the amount of $58,333.33 per month for a total of twenty four (24) months, Grove Bay agrees to the accommodations set forth above related to the Parking Trust Fund Contribution and delete in its entirety the second and third sentences of Section 4. 1.1 of the Lease and replace such sentences with the following: "The Minimum Base Rent shall initially be $1.4 million per annum (the "Initial Minimum Base Rent") and shall increase to $1.8 million per annum upon the Operation Date; provided, however, that the Minimum Base Rent shall increase to $1.9 million per annum after the Operation Date if the City meets the Parking Facilities Conditions on or before April 30, 2019 (each amount set forth above subject to adjustment as set forth in following sentences). Notwithstanding the foregoing, the Rent (as defined in Section 1. 1.41 of the Lease) payable by Lessee to the City shall be temporarily reduced by $58,333.33 per month for the period commencing on the Effective Date of the Amendment through the second (2"d) anniversary of such date." (d) Notwithstanding the modification to the amount of the Parking Trust Fund Contribution set forth herein, Grove Bay hereby acknowledges and agrees that the total amount of privately funded improvements to the Property, referred to in the Lease as the "Equity Contribution," will not be less than $17,900,000. For avoidance of doubt, if the total number of parking spaces within the Parking Structure is less than the 253 parking spaces set forth in the Design, the total amount of the Parking Trust Fund Contribution shall be reduced based on the method of calculation set forth above. F. Section 3.5 of the Parking Agreement, entitled "Configuration of the Retail Space," is hereby amended by deleting Exhibit "E" (Retail Configuration) in its entirety and replacing Exhibit "E" with the document entitled "Revised Exhibit E (Retail Configuration)" and attached hereto. G. Section 4.2(b)(iii) of the Parking Agreement is hereby deleted in its entirety and replaced as follows: KIM "(iii) that Grove Bay and its Permittees will, at any time during the normal operating hours of the Parking Garage, have the right to use up to, but not more than, 103 parking spaces within the Parking Garage without charge to either Grove Bay or its Pennittees (without limiting the generality of the foregoing, the MPA and Grove Bay shall in good faith negotiate, prior to the commencement of operation of the Parking Garage, the written rules and mutually accepted methods agreed to in writing by which Grove Bay and its Permittees will be provided the above stated access to the Parking Garage)" The MPA acknowledges that the Parking Agreement provided Grove Bay with the exclusive use of the top floor of the Parking Garage in consideration for Grove Bay granting the MPA the right to receive all the revenues from the MPA Site Spaces. As such, the amendment set forth above is an accommodation to the MPA, which will provide the MPA with greater flexibility in managing the operation of the Parking Garage. In recognition thereof, the MPA agrees that Grove Bay shall have the right, upon three (3) days' written notice to the MPA, to the exclusive use of the top floor of the Parking Garage for such events as may, from tune -to -time, be scheduled by Grove Bay; provided, however, that Grove Bay acknowledges that any such event will require such applicable governmental approvals and permits, and compliance with applicable laws and regulations, including, without limitation, a special event pen -nit, as may be necessary to comply with applicable laws and regulations. For avoidance of doubt, the Parties also acknowledge that the parking spaces made available as the MPA Site Spaces (as defined in Section 4.2 of the Parking Agreement) are being constructed with the intention that such parking spaces will serve towards satisfying the parking requirements imposed by applicable laws or regulations including, without limitation, the City of Miami 21 Code (the Zoning Ordinance of the City) arising from the contemplated development within the Marina Property. The MPA and City agree not to take any action that may hinder the ability of the Marina Property to use the MPA Site Spaces towards satisfying the parking requirements imposed by applicable laws or regulations. H. Section 9.2(1) of the Parking Agreement is hereby deleted in its entirety and replaced as follows: "(1) the right granted by the City and MPA in favor of Grove Bay and its Pennittees (i) to use, without charge, the covered areas (breezeways and walkways) identified on Exhibit "G", which Exhibit depicts an area containing no more than approximately 9,220 square feet for outdoor seating, special events, and other approved ancillary uses related to the business conducted therein (except such areas as necessary for public safety, public health, or emergency measures or to permit pedestrian movement through the Parking Structure) and (ii) to install and maintain, without charge, -7- restaurant hoods and ventilation systems in such areas as identified on the Plans and Specifications for use thereof" I. In addition to the Indemnification provisions set forth in the Lease and Parking Agreement, Grove Bay indemnifies, hold harmless and agrees to defend, at its own cost, the City and MPA, jointly and severally, and their respective officials and officers, from any and all claims, actions, causes of action filed against the City or MPA alleging that actions taken by Grove Bay or its agents with respect to the Property (i) violate applicable laws, regulations or agreements or (ii) fail to comply with anypennits, approvals or consents required by applicable laws, regulations or agreements. This duty to Indemnify, Hold Harmless and Defend will survive the expiration or cancellation of this Amendment or any Agreement it amends. In the event that the City or MPA receive notice of the assertion of any claim or the commencement of any action by a third party in respect of which indemnity may be sought hereunder, the City and/or MPA shall notify Grove Bay in writing of such claim. Grove Bay shall assume the defense of such claim in accordance herewith and the tender of defense shall be through one counsel selected by Grove Bay and reasonably satisfactory, as applicable, to the City and MPA, and will apply to and throughout administrative, trial, appellate, bankruptcy, regulatory and all other claims, actions, causes of action, or proceedings.. If either the City or the MPA determine that it is in their best interest to engage separate counsel or, if the interest of the parties shall diverge such that, in the reasonable discretion of the counsel tendered for the parties, the parties may not be represented by one counsel, then the City or MPA shall retain separate co -counsel and the fees and expenses related to such co -counsel shall be at the expense of the City or MPA. Grove Bay acknowledges receipt of good, sufficient and independent consideration for this voluntary grant of an Indemnity. J. Except as specifically modified in this Amendment, all the terms and conditions of the Lease and the Parking Agreement shall remain in full force and effect. In the event of any inconsistency between the terns of this Amendment and the tenors of the Lease or the Parking Agreement, then the terms of this Amendment shall control. This Amendment shall be binding upon the heirs, successors and assigns of the Parties. K. This Amendment may be executed in any number of counterparts, each of which will be deemed to be an original, and all of such counterparts will constitute one Amendment. To facilitate execution and delivery of this Amendment, the parties may execute and exchange counterparts of the signature page by fax. The signature of any party to any counterpart may be appended to any other counterpart. [signature page.follows] IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written. ATTEST: CITY: THE CITY OF MIAMI, Florida, a municipal corporation organized under the laws of the State of Florida By: By: Dr. Emilio T. Gonzalez Todd B. Hannon City Manager City Clerk (Affix City Seal) MPA: DEPARTMENT OF OFF-STREET PARKING OF THE CITY OF MIAMI, D/B/A MIAMI PARKING AUTHORITY ATTEST: By: Name: Arthur Noriega Title: Chief Executive Officer GROVE BAY: GROVE BAY INVESTMENT GROUP LLC By: Name: Title: Authorized Managing Partner or Member By: Name: M ATTEST: Name: APPROVED AS TO LEGAL FORM: Victoria Mendez City Attorney APPROVED AS TO INSURANCE: Anne Marie -Sharpe, Director of Risk Management -10- REVISED EXHIBIT "C" The parties acknowledge that the design of the Parking Facilities will be as set forth in the plans entitled "Grove Say Parking Garage for Miami Parking Authority," revision dated October 4, 2017, prepared by Wolfberg Alvarez Architecture Engineering (a copy of Page A1.01 thereof is attached hereto for reference). The parties further acknowledge that certain matters related to the design of the Parking Facilities remain subject to the good faith negotiations between the parties; specifically, the location of exhaust hoods and service corridors, the modification of the design to include double doors in each retail bay, and the removal of certain glass storefront areas. a— Si uu C3 LU U4 M a91i WIVIN *;Y W(J M JIU3 W NYJ 1311 t „a •.,, � "� ti SSS' �y t. -II- I } _ tF a �I REVISED EXHIBIT "E" �a �z refer, i9 WV '3Niaxl navnia�l tti rand ta,e, A11HOHinv 9NIMMW 1vjv1W Noi s � s -12- r 1 ����a: 3i�33 i d � •t Sia 3 EXHIBIT "G" "Hatched Areas" are the covered areas (breezeways and walkways) referred to in Section 9.2(1) of the Parking Agreement, as amended. -13- 17-2511/ June 6, 2018 GROVE BAY PARlaNG FACILITIES AGREEMENT BY AND BETWEEN CITY OF MIAMI, FLORIDA, A MUNICIPAL CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF FLORIDA, DEPART.NMENT OF OFF-STREET PARKING OF THE CITY OF MIAMI, D/B/A MIANII PARKING AUTHORITY, AND GROVE BAY INVESTMENT GROUP, LLC GROVE BAY PARKING FACILITIES AGREEMENT This GROVE BAY PARKING FACILITIES AGREEMENT (this "A reg ement99) is entered into this �(�day of -t` v14-.lil G_ ("Effective Date") by and between (i) CITY OF MIAMI, a municipal corporation organized under the laws of the State of Florida (the "City") (ii) the DEPARTMENT OF OFF-STREET PARKING of the City of Miami d/b/a MIAMI PARKING AUTHORITY, an agency and instrumentality of the City of Miami, Florida ("MPA"), and (iii) GROVE BAY INVESTMENT GROUP, LLC ("'Grove Bay" and, together with the MP.A and the City, the "Parties") RECITALS A. The City owns the waterfront properties located at 3385 Pan American Drive and 51 Chart House Drive, Miami Florida., as more particularly described in Exhibit "A" (the "Marina Proper") and that certain property at the intersection of South Bayshore Drive and Pan American Drive as more particularly described in Exhibit "B" (the "Parking Property"). & Under the terms of Request for Proposals No. 12-13-001 (the "RFP"), the City sought bids for the lease and redevelopment of the Marina Property and for the lease of approximately 40,000 square feet of retail uses (the "Parking Facilities Retail Area") to be located within the Parking Structure (as defined below). C. Consistent with the terms of the RFP, the City approved a Lease Agreement (the "Lease") with Grove Bay for the Marina Property and the Parking Facilities Retail Area, D. The RFP and the Lease contemplate that the MPA will construct certain improvements within the Parking Property to, among other matters, replace existing parking spaces that served the Dinner Key Auditorium and provide convenient parking for the patrons of the existing and proposed development contemplated by the Lease. E. Section 1. 1.27 of the Lease contemplates that, with respect to the Parking Property and the Parking Structure, the City and MPA are deemed interchangeable terri-is in relation to the parking obligations; however, the Lease does not filly describe the contemplated relationship between the City, MPEG and Grove Bay with respect thereto. F. The MPA was created, pursuant to Section 23 of the Charter of the City of Miami, Florida ("Charter"), to manage off-street parking facilities throughout the City of Miami, G. The Florida Interlocal Cooperation Act of 1969,.Chapter 163, Part I of the Florida Statutes ("Act"), permits local governmental. units to make the most efficient use of their powers by enabling them to cooperate with other agencies on a basis of mutual advantage and thereby to provide services and. facilities in a manner and pursuant to forms of governmental organization that will accord best with the needs of Local communities, such as those contemplated herein. H. Pursuant to Sections 23 and 29-B(c) of the Charter, the City and MPA entered into that certain Interlocal Agreement, dated (the "Interlocal Agreement"), which Interlocal Agreement contemplates that MPA will be responsible for the construction of the Parking Facilities and certain obligations of the City under the Lease, as modified in this Agreement. 1. The Parties desire to enter into this Agreement in order to set forth the agreements and covenants of the Parties, in connection with the Parking Property and. the Parking Facilities to be constructed thereon, including, without limitation: (i) the MPA's obligations in connection with the constn.iction of the Parking Facilities, (ii) the respective obligations of the Parties with respect to the operation of the Parking Facilities, including, without limitation, the Parking Facilities Retail Area, (iii) the rights of Grove Bay and its Permittees to use the Parking Facilities; and. (iv) such other agreements with respect to the Parking Facilities, including, without limitation, the Parking Facilities Retail Area, contained herein. NOW, THEREFORE, in consideration of the mutual promises of the Parties contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: ARTICLE I DEFINITIONS Section 1.1 Definitions. Any word contained in the text of this Agreement will be read as tLe singular or the plural and as the masculine, feminine, or neuter gender as may be applicable in the particular context. Capitalized terms used but not defined herein will have the meanings assigned to such terms in the Lease. Notwithstanding the foregoing, the following capitalized terms shall have the following meanings: "Approved Architect" shall mean any design professional listed as "Architect of Record" for the construction of the Parking Facilities, The Approved Architect shall be certified under 481.219, Florida Statutes to practice architecture. `Building Operating Systems" shall have the meaning ascribed to such term in Section 2. fid) of this Agreement. "Business Day" shall mean Monday through Friday, inclusive, other than (i) holidays recognized by the City of Miami or the federal government and (ii) days on which the City of. Miami or federal government closes for business as a result of severe inclement weather or a declared national emergency which is given legal effect in the City of Miami. if any item must be accomplished or delivered under this Agreement on a day that is not a Business Day, then it shall be deemed to have been timely accomplished or delivered if accomplished or delivered on the next following Business Day. Any time period that ends on other than a Business Day shall be deemed to have been extended to the next Business Day. "Certificate of Occu�anc " shall mean a permanent certificate of occupancy (free of any conditions) that must be obtained from the appropriate Governmental Authority as a condition to the lawful occupancy of the applicable Parking Facilities (as such term is defined below), or any phase, component or portion thereof. "Certified Area" shall have the meaning ascribed to such term in Section 3,3(f) of this Agreement. "City" shall have the meaning ascribed in the preamble of this Agreement. "City Commission" shall mean the legislative body of the City as designated in the Charter of the City of Miami, "City Manager" shall mean the chief executive officer and administrator for the City and which, unless stated otherwise herein this Agreement, shall be responsible for the primary administrative decision-making authority for the City. "Commercially Reasonable .Business Efforts" shall mean, that, as and when required, the Person charged with making such effort is timely and diligently taking, or causing to be taken, in good faith the steps usually and customarily taken by an experienced real estate lessee or owner, as applicable, seeking with reasonable due diligence to lawfully achieve the objective to which the particular effort pertains. "Design" shall have the meaning ascribed to such term in Section 3,2 of this Agreement. "Excess Parkin Hours" shall mean the amount of free parking time provided by the MPA to any Qualified Marina User parking within the Parking Structure during any period in whish more than eighty (80) Qualified Marina Users are simultaneously parked within the Parking Structure, but only with respect to the amount of actual free parking time provided by the MPA to those Qualified Marina User(s), in excess of eighty (80), parking within the Parking Structure during such period. "Executive Director" shall mean the chief executive officer and administrator for the MPA and which, unless stated otherwise herein this Agreement, shall be responsible for the primary administrative decision-making authority for the MPA. Executive Director shall also mean any duly authorized designee of the Executive Director for minor contractual matters. "Existing Parking Facilities" shall have the meaning ascribed to such term in Section 43 of this Agreement. "Facility Parking S aces" shall have the meaning ascribed to such term in Section 3.3(4)(2) of this Agreement. "Final Completion",shall mean that, after Substantial Completion, the MPA has completed all punch list items to the reasonable satisfaction of Grove Bay, "First Class Standards" shall mean a quality that is equal to or in excess of the quality of first class mixed use parking and retail projects located in the Cities of Miami, Miami Beach, and Coral Gables. . "Governmental Requirement" shall mean building, zoning, subdivision, traffic, parking, land use, plat and street or other public works, environmental, occupancy, health, accessibility for disabled and other applicable laws, statutes, codes, ordinances, rules, regulations, requirements, and decrees, of any federal, State -of .Florida, Miami -Dade County, Florida, City of Miami, state, county, municipal or other govenimental or quasi -governmental authority or agency pertaining to any or all of the Property. "Grove Bay" shall have the meaning ascribed to such term in the Preamble to this Agreement. "Initial Trust Fund Contribution" shall have the meaning ascribed to such term in Section 3.4 a to this Agreement. "Interlocal Agreement" shall have the meaning ascribed to such term in the Recitals to this Agreement. "Lease" shall have the meaning ascribed to such term in the Recitals to this Agreement. "ylarina Property" shall have the meaning ascribed to such term in the Recitals to this Agreement. "MPA" shall have the meaning ascribed to such term in the Preamble to this Agreement. "MPA Site Spaces" shall have the meaning ascribed to such term in Section 4.2(a) to this Agreement. "Parking Facilities" shall mean the Parking Structure, including the Parking Facilities Retail Area, and those other surface parking spaces to be constructed by the MPA, at its sole cost and expense, within the Parking Property, each in accordance with the Design. "Parking Facilities Retail Area" shall have the meaning ascribed to such term in the Recitals to this Agreement. "Parking Property" shall have the meaning ascribed to such term in the Recitals to this Agreement. "Parkin -Structure" shall mean the multi-level parking facility that the MPA contemplates constructing on the Parking Property in accordance with the Design. "Parties" shall have the meaning ascribed to such term in the Preamble to this Agreement. "Permittees" shall mean, with respect to the applicable Party, any tenant, subtenant or other authorized occupant or user of any portion of the Parking Facilities and their respective officers, directors, employees, agents, partners, contractors, representatives, customers, visitors, invitees, guests, licensees and concessionaires. "Plans and Specifications" shall mean the plans and specifications for the Parking Facilities approved by the Parties and based on. the Design. ZI "Property" shall mean, collectively, the Marina Property and the Parking Property, "Property Directional Signage Regime" shall have the meaning ascribed to such term in Section 4.44 of this Agreement. "Qualified Marina User- s�" shall have the meaning ascribed to such term in Section 4.2(b) of this Agreement. "Qualified Parker" shall have the meaning ascribed to such term in Section 4.1(a) of this Agreement. "Shared Plumbing Facilities shall mean the central plumbing system for the Parking Structure. "Substantial Completion" shall mean completion of the Parking Facilities, including the Parking Facilities Retail Area, in accordance with the Plans and Specifications and with all Governmental Requirements (but not including improvements within the Parking Facilities Retail Area intended for the occupancy of tenants beyond the Grey Shell Standards attached hereto as Exhibit, as evidenced by the following: (i) issuance of a certification given by the applicable Approved Architect in AIA Form G-704 (or a certificate containing language substantially similar to G-704 that is no less protective of owner than a G-704 certificate), and provided that the only items of work necessary to complete the Parking Facilities consist of those items that will, not materially interfere with the use and occupancy of the Parking Facilities for their intended purpose (the punch list items), (ii) issuance of Certificates of Occupancy for the Parking Facilities (including the Parking Facilities Retail Area), (iii) issuance of a certification by the MPA that Substantial Completion of the Parking Facilities (including the Parking Facilities Retail Area) has occurred, and (iv) confirmation by the City of Miami and Miami -Dade County that the streets and rights of way, as shown on the Plans and Specifications, can be used by the public for vehicular and pedestrian purposes as shown on the Plans and Specifications. ARTICLE II LEASE Section 2.1 Assignment of Rights by City. Pursuant to the terms of the Interlocal Agreement, the City has assigned to MPA, among other matters, its rights and obligation with respect to the Parking Facilities, including its obligation to construct the Parking Facilities and provide the parking spaces for use by Grove Bay and its Permittees, each pursuant to the terms and conditions set forth in the Lease, as amended in this Agreement. The intent of this .Agreement is to clarify the respective rights and obligations of the City, MPA and Grove Bay with respect to the use by Grove Bay and its Permittees of the Parking Facilities and to delineate the obligations of the City and MPA to Grove Bay with respect to the construction and operation of Parking Facilities, The City and MPA hereby represent to Grove Bay that (a) this Agreement has been approved by the City and the MPA, (b) the Interlocal Agreement has been approved. by the City and MPA, and (c) no further approvals or consents are required from any other parties to effectuate the matters set forth in this Agreement and the Interlocal Agreement. Section 2.2 Status of Lease. The Parties agree that there exists the need to amend certain commitments and obligations set forth in the Lease to clarify the respective rights of the Parties as related to the Parking Property and the construction, operation and maintenance of the Parking Facilities. This Agreement shall be deemed an amendment to the Lease. In the event of any inconsistency between the terms of this Agreement and the terms of the Lease, then the terms of this Agreement shall control. Except as specifically modified in this Agreement, all of the terms and conditions of the Lease shall remain in full force and effect, Section 2.3 Term. The term of this Agreement shall commence on the Effective Date, and shall terminate concurrently with the expiration or termination of the Lease, unless sooner terminated. pursuant to any applicable provision of this Agreement. The term of this Agreement shall include any renewal terms under the Lease (if exercised by Grove Bay or its successors in interest or authorized assigns) and, .individually and collectively shall be referred to as the "Term." Provided Grove Bay is not in default of this Agreement, if Grove Bay exercises any Renewal Option under the Lease, then this Agreement will be deemed extended on the same terms and conditions as provided herein (without the need of any further action by the City, NIPA, or Grove Bay). Section 2.4 Alterations. (a) Grove Bay may, at its expense, make (or permit its Permittees to make) any non-structural alterations, additions, improvements and/or changes to the Parking Facilities Retail Area without the consent of the City or MPA. For avoidance of doubt, the City has entered into this Agreement in its proprietary capacity and not in its governmental capacity. Therefore, the City resetwes all rights to review and approve any plans for alterations, additions, improvements and/or changes to the Parking Facilities (whether structural or non-structural) in its governmental capacity and pursuant to such laws, ordinances, and regulations adopted pursuant thereto. (b) Grove Bay may, at its expense, make any structural alterations, additions, improvements and/or changes to the Parking Facilities Retail Area with the prior consent of the City (riot to be. unreasonably withheld, conditioned or delayed by the City). Grove Bay shall be responsible for applying, paying for, and securing any and all governmental approvals and permits from all applicable public agencies with respect to such structural alterations, additions, improvements and/or changes. (c) Except as may be conditioned by the approval rights set forth in Section 2.4(b). the City and, to the extent necessary, the MPA agree to sign any permit applications presented to the City or MPA by Grove Bay (or its successors or assigns) pursued consistent with the terms of this Agreement and to take all such other actions as are reasonably required to allow Grove Bay to accomplish any such alterations, additions, improvements and/or changes to the Parking Facilities Retail Area permitted pursuant to the terms of this Agreement. The City will reasonably cooperate with, and assist Grove Bay with, the approval of any and all municipal permits; provided, however, that the City retains all municipal governmental and planning level attributes in reviewing such permits and determining are in conformity with applicable laws, regulations, and conditions. (d) Any and all improvements constructed within the Parking Facilities Retail .Area by Grove Bay, or at the request of Grove Bay or its Permittees, that constitute permanent structural alterations, including additions or improvements to the heating, ventilation and cooling system, or the electrical, the mechanical, plumbing or life safety systems (the "Building 0 crating Systems") serving the Parking Facilities Retail Area, shall become the property of the City at the termination of this Agreement. Notwithstanding anything contained herein to the contrary, (i) all machinery, fixtures (other than fixtures constituting any portion of the Building Operating Systems), trade fixtures, furniture, equipment (including without limitation all machinery and equipment that may be attached to the floor of the Parking Facilities Retail Area), and other personal property installed or placed in the Parking Facilities Retail Area provided by or at the expense of Grove Bay or any Permittees, regardless of the manner of attachment to the Parking Facilities Retail Area or the improvements thereon, shall be and remain the property of Grove Bay (or of its Permittees), removable by it at its option at any time, including upon the expiration or earlier termination of this Lease, so long as such removal would not create any structural damage or permanent alteration, substantial or material damage to structural or exterior components of the Parking Structure. Grove Bay shall, however promptly repair any damage caused. by said removal from the Parking Facilities Retail Area and promptly restore the Parking Facilities Retail Area to the same condition as it was prior to such removal or be liable to the City for all repair and costs. This duty of Grove Bay (as related to the restoration of the Parking Facilities Retail Area for damages occasioned by such removal prior to the expiration or termination of the Lease) shall survive the cancellation or expiration of this Agreement and the Lease. ARTICLE III DESIGN AND CONSTRUCTION Section 3.1 Parking Facilities. Pursuant to the Lease (as modified in this Agreement), the MPA will construct the Parking Facilities within the Property,. at its sole cost and expense (except for the payment by Grove Bay of the Parking Trust Fund Contribution in the manner set forth in Section 4.10 of the Lease and modified in this Agreement). MPA shall construct the Parking Facilities consistent with the Plans and Specifications in a good and workmanlike manner in accordance with all Governmental Requirements, good industry practice and First Class Standards. For avoidance of doubt; the obligations of the MPA as related to the construction of the.Parking Facilities includes the payment of any governmental assessments, including, but not limited to, any impact fees, permit fees, or other charges, related to the construction of the Parking Facilities, Section 3.2 Design of the Parking_ Facilities. The Parties hereby agree that the Parking Facilities shall be constructed in accordance with the design attached hereto as Exhibit "C" (the 'Design"). Section 3.3 Construction of Parkinga Facilities. (a) MPA shall be responsible for construction of the Parking Facilities in accordance with the Design to achieve Final Completion of the Panting Facilities. The MPA, at its sole cost and expense, will seek and obtain all necessary govenunent approvals and permits for the construction of the Parking Facilities, including, but not limited to, approvals necessary to permit the uses contemplated by this Agreement and the Lease. (b) MPA shall cause the appropriate insurance described in Exhibit "D" to be maintained (and shall provide evidence thereof) during construction of the Parking Facilities. The MPA shall cause the contractor to obtain payment and performance bonds in form, substance and scope in compliance applicable Section 255.05, Florida Statutes, and all applicable codes and ordinances. (c) Except to the extent specifically provided in. this Agreement with respect to those obligations of the MPA related to the Parking Facilities, in no event shall either party have any liability to the other Linder this Agreement for construction of the other party's improvements (d) The Parties further agree that the Parking Facilities shall be constructed. and the Parking Facilities Retail Area delivered. to Grove Bay in accordance with the following minimum requirements: (1) the Parking Facilities Retail Area shall be constructed (and delivered to Grove Bay) substantially in accordance with the "Gray Shell Standards" attached to the Lease as Exhibit "E"; (2) the Parking Facilities will consist of a three level parking garage containing not less than. 333 parking spaces within the Parking Structure and 80 surface parking spaces within the Parking Property (collectively, the 'Facility Parking Spaces") and approximately 40,000 square feet of first floor retail space, and such other portions of the Parking Facilities set forth in the Plans and Specifications; (3) the Parking Facilities shall be completed in accordance with all Goverrunental Requirements necessary for issuance by the applicable Governmental Authority of a Certificate of Occupancy, and delivered to Grove Bay broom -clean and free from debris caused or created by the MPA or its agents, employees, contractors, and subcontractors and in a manner so that same shall be accessible and usable by Grove Bay and all applicable Permittees, including, without limitation, subtenants, and retail customers, for customary loading and parking purposes; and (4) the Parking Facilities will be constructed wholly within the boundaries set forth in the Design. (e) MPA shall be responsible for promptly repairing any substandard or defective work affecting the Parking Facilities Retail Area; provided, however, that nothing in this Agreement shall in any way limit the right of Grove Bay to assert claims resulting from patent or latent defects in the construction of the Parking Facilities for the period of limitations prescribed by applicable law. (f) The parties acknowledge that the dimensions and usable area of the Parking Facilities Retail Area have not yet been definitively established because the final design of the Parking Facilities has not, as of the date hereof, been completed. Upon delivery of possession of the Parking Facilities Retail Area, the MPA shall specify in writing to Grove Bay the amount of usable area contained within the Parking Facilities Retail Area. Within forty five (45) days after taking possession of the Parking Facilities Retail Area, Grove Bay may cause the square footage of the usable area (enclosed and under roof) of the Parking Facilities Retail Area to be measured by an independent, professional, certified and licensed architect who will certify to the MPA and Grove Bay the actual usable area of the Parking Facilities Retail Area (the "Certified Area"). The measurement of the usable area shall be based on the Business Owners and Managers Association (BOMA) Standard. If the Certified Area varies from the area specified in the notice provided by MPA, the usable area of the Parking Facilities Retail Area shall be modified to be the Certified. Area as herein provided, and the 4.1.3 Rent and any other rent, charge or receipt under. this Lease based upon the square footage of the Parking Facilities Retail Area shall beadjusted proportionately to reflect the Certified Area. Section 3.4 Parking Trust Fund Contribution. (a) Current Status. The Parties acknowledge and agree that Grove Bay deposited $1,242,500 with the City in compliance with Grove Bay's obligation related to the Initial. Parking Trust Fund Contribution as set: forth in Section 4.10 of the Lease (the "Initial Trust Fund Contribution") and that the Lease provides that the total aggregate contribution (inclusive of the Initial Trust Fund Contribution) payable by Grove Bay towards the construction of the Parking Facilities is $4;970,000. However, under Section 4,10 of the Lease, the City is obligated to return the Parking Trust Fund Contribution to Grove Bay if the MPA has not obtained building permits for, and commenced construction of, the Parking Facilities by January 1, 2015, The Parties acla-iowledge and accept without objection that the MPA has not obtained building permits for, or commenced construction of, the Parking Facilities by January 1, 2015. In addition, under Section 4.10 of the Lease, the amount of the Parking Trust Fund Contribution was based on constructing Parking Facilities with 497 parking spaces and, as such, the reduction of the size of the Parking Facilities (as set forth in the Design) would entitle Grove Bay to an equitable reduction in the overall Parking Trust Fund Contribution. Furthermore, as set forth in Section 4,10 of the Lease, the City agreed to finance Grove Bay's Parking Trust Fund Contribution over 20 years; however, the City and the MPA have requested that, and Grove Bay has hereby agreed to, pay the full amount thereof in conjunction with the construction of the Parking Facilities. (b) Agreed Accommodations. Grove Bay hereby agrees to waive its entitlement to a return of the .Parking Trust Fund Contribution as a result of the matters set forth, above and hereby agrees to waive its entitlement to finance the Parking Trust Fund Contribution as contemplated. by Section 4.10 of the Lease, which waivers are based on the accommodations set forth in this Agreement and further conditioned on the following agreement hereby reached between the Parties: (i) the City will release the .Initial Trust Fund Contribution to MPA upon MPA delivering notice to the City that the MPA has received the applicable building permits to construct the Parking Facilities, (ii) the Parking Trust Fund Contribution (in the amount modified herein) will be released or paid to MPA in conjunction with the construction of the Parking Facilities as set forth in Section 3.6 of this Agreement, (iii) the aggregate amount of the Parking Trust Fund Contribution shall be a stipulated amount of $4,000,000 (which stipulated sum is based on multiplying the total number of parking spaces within the Parking Structure by $12,000), (iv) Grove Bay will deposit the balance of the Parking Trust Fund Contribution (a total of $2,757,500) in a separate, segregated and limited purpose account in the name of Grove Bay (evidence of which to be provided to the City and MPA), within thirty (30) days of the MPA delivering notice to Grove Bay that the MPA has received the applicable building permits to construct the Parking Facilities, (v) the City will return to Grove Bay the Initial Parking Trust Fund Contribution (and, for avoidance of doubt, Grove Bay's obligation to make any fixture contribution related thereto shall terminate) if the MPA has not obtained building permits for, and commenced construction of, the Parking Facilities, within twelve (12) months after the Possession Date, (vi) the phrase "Parking Facilities Conditions," as defined in the Lease, is hereby amended to replace the reference to "approximately 497 parking spaces" with "approximately 333 parking spaces within the parking garage and 80 surface parking spaces within the property in which the Parking Facilities are located," (vii) the third sentence of Section 4.1.1 of the Lease is hereby deleted in its entirety and replaced with the following: "Notwithstanding the foregoing, if the Parking Facilities Conditions are satisfied, but only after January 1, 2018, then the amount of the Minimum Base Rent shall remain at $19 million and will not increase to $2.0 million as set forth above and, if the Parking Facilities Conditions are satisfied, but only after June 1, 201.8, then the amount of the Minimum Base Rent shall remain at $1..8 million for the duration of the Lease (each subject to adjustment as set forth in the following sentence)," and (vii) the City and the MPA will use the Parking Trust Fund Contribution solely to pay the cost of construction of the Parking Facilities and other ancillary and incidental purposes related to such construction, Notwithstanding the modification to the amount of the Parking Trust Fund Contribution set forth herein, Grove Bay hereby acknowledges and agrees that the total amount of privately funded improvements to the Property, referred to in the Lease as the "Equity Contribution," will not be less than $17,900,000, For avoidance of doubt, if the total number of parking spaces within the Parking Structure is less than the 333 parking spaces set forth in the Design, the total amount of the Parking Trust Fund Contribution shall be reduced based on the method of calculation set forth above. Section 3.5 Configuration of the Retail Space. As set forth in Section 3.3(4)(1) of this Agreement, the NIPA will, complete the Parking Facilities Retail Area substantially in accordance with the "Gray Shell Standards" described on Exhibit "E" attached to the Lease, The Parties hereby agree that the Parking Facilities Retail Area shall be configured in accordance with the configuration attached hereto as Exhibit "E" (the "Retail Configuration"). At any time prior to the submission of the Design to the City for approval of the building permit plans, the MPA and Grove Bay may mutually agree to modifications of the Retail Configuration (without the need to amend this Agreement). If Grove Bay requests modifications to the Retail Configuration after submission of the building permit plans for approval by the City, but prior. to Substantial Completion of the Parking Facilities Retail Area, then MPA agrees to work cooperatively with. Grove Bay to modify the design to accommodate such request; provided, however, that MPA does not have to agree to any changes that (i) will materially delay the construction or Substantial Completion of the Parking Facilities or (ii) result in a change order or any additional material costs to the MPA for which the Grove Bay has not expressly and unconditionally agreed. to assume such additional costs. Section 3.6 Progress Payments for Construction of Parking Facilities, The MPA will have the right to receive payments from the Parking Trust Fund Contribution (in the amount as modified under Section 3.4(l) of this Agreement) pursuant to a draw down schedule to be mutually agreed to by the MPA and Grove Bay and subject to the following procedures and conditions: (i) on the first day of each month, the 1VIPA will submit to Grove Bay an application for payment, certified by the project architect, including a statement from the MPA as to the percentage of,,vork performed up to the last day of the previous month and the amounts sought therein from the Parking Trust Fund Contribution for labor and materials furnished to the project; (ii) within ten (1.0) days after receipt of each monthly application for payment, Grove Bay will pay directly to the MPA any undisputed amount for which the MPA has made an application for payment, less any amounts previously paid by Grove Bay and a retainage in the amount of ten percent (10%) of the amount otherwise payable to the MPA; (iii) Grove Bay's progress payment, occupancy or use of the Parking Facilities, whether in whole or in part, shall not be deemed an acceptance of any work not conforming to the requirements set forth in this Agreement; and (iv) upon Final Completion, Grove Bay shall pay the MPA the entire unpaid balance of the Parking Trust Fund Contribution. For avoidance of doubt, Grove Bay's obligation to pay any amounts to the MPA from the Parking Trust Fund Contribution shall commence after the MPA has completed the requisite percentage of work pursuant to the draw down schedule entitling the MPA to payments in excess of the Initial Trust Fund Contribution. The MPA will look solely to the City to receive funds from the Initial frust Fund Contribution, which amounts Grove Bay has deposited in escrow with the City. ARTICLE IV OPERATION OF PARKING ARE, Section 4.1 Facility Parking Spaces. (a) Upon Substantial Completion of the construction of the Parking Facilities, the MPA will make the Facility Parking Spaces accessible to Grove Bay, for use by Grove Bay and its Permittees, and their respective employees, patrons and customers, suppliers and contractors (the "Quali ied Parkers") on a non-exclusive basis. The Facility Parking Spaces will be available during the one (1) hour before through the two (2) hours after the established operating hours of uses established on the Property by Grove Bay or its Permittees, on a three hundred sixty-five day per year basis, throughout: the Lease Term, at hourly and daily parking rates that will not exceed the parking rates in effect from time to time for comparable parking facilities in Coconut Grove (subj ect to the specific limitations set forth in Section 4.2 of this Agreement). MPA shall have the right to collect parking revenues from the parking spaces located within the Parking Property, subject to the limitations in Section 4.2 of this Agreement. (b) The Parties acknowledge and agree that the Parking Facilities are being constructed with the intention that such Parking Facilities will serve to satisfy the parking requirements imposed by applicable law arising from the contemplated development within the Marina Property and the Parking Facilities Retail Area and, to the extent any additional parking spaces are available after such needs are met, the additional spaces shall be made available to the general public on the terms and conditions set forth in this Agreement. The MPA and City hereby agree to execute all required permit applications and to take all such other actions as are reasonably required to evidence that the parking requirements created in connection with the development of the Parking Facilities Retail Area and. the Marina Property are satisfied by the Parking Facilities. The MPA and City agree not to take any action that may hinder the ability of the Marina Property or the Parking Facilities Retail. Area to satisfy any parking requirements imposed by applicable laws or regulations from the parking spaces available at the Parking Facilities. Section 4.2 MPA Site Spaces. (a) Grove Bay hereby agrees to permit the MPA to place parking equipment, and collect all parking revenues from, those certain parking spaces within the Marina Property specifically identified on attached Exhibit "F" (the "MPA Site Spaces"). (b) In consideration for the use of the NIPA Site Spaces and the other accommodations reached with Grove Bay in this Agreement, the MPA agrees (i) that, through the twentieth. anniversary of this Agreement, the MPA will not charge any parking fee for the first one-half (lit) hour that a Qualified Parker's vehicle is parked within the Property; (ii) that, for the term of this Agreement, the MPA will not charge any parking fee to any person using the Parking Structure that stores a boat at the Marina Property (the `eQualified Marina User"), subject to the following restrictions: (x) such parking shall be limited. to one (1) parking space within the Parking Structure per boat stored by the Qualified Marina User at the Marina Property, (y) the MPA will provide free parking to a Qualified Marina User within the Parking Structure for no more than 12 hours per calendar day and, if such Qualified Marina User exceeds such period, the MPA will directly charge the Qualified Marina User for any time in excess thereof at the applicable standard parking rates, and (z) the MPA will charge Grove Bay for any Excess Parking Hours at the applicable standard parking rate; (iii) that Grove Bay will have the exclusive right to use (without charge) the parking spaces located. on the top floor of the Parking Structure (which area will be specifically designated for such exclusive use and segregated pursuant to means mutually agreed to between the parties); and (iv) that the MPA will be responsible for the entire cost (including maintenance) of any specialized equipment or signage necessary to meter and designate the MPA Site Spaces; provided, however, that the number, design, and location of such specialized equipment and signage shall be subject to the approval of Grove Bay. The City acknowledges that the revenue derived by the MPA from the MPA Site Spaces shall not be deemed Gross Revenue to Grove Bay. The means of parking validation within the Property shall be determined by the NIPA in the exercise of its reasonable discretion; provided, however, that if the validation process selected by the NIPA creates operational issues, beyond a minor inconvenience, for the tenants located within the Property, then the MPA will in good faith consult with Grove Bay to revise operations and implement improvements thereto. (c) For .avoidance of doubt, the agreement set forth above regarding the use of the parking spaces managed by the MPA within the Property are in addition to the provisions in the Lease, which the NIPA hereby agrees and acknowledges to, providing (i) that, for the first year after Final Completion of the Parking Facilities, the MPA will not charge any parking fee for the first hour and a half (1.5) that a Qualified Parker's vehicle is parked within the Property (subject to appropriate validation), and (ii) that, for the second year after Final Completion of the Parking Facilities, the MPA will not charge any parking fee for the first hour (1) that a Qualified Parker's vehicle is parked within the Property (subject to appropriate validation). Section 4.3 Opening of Parking Facilities. Prior to the issuance of a Certificate of Occupancy for the Parking Facilities, MPA shall make its reasonable effort to make available to Grove Bay such parking spaces as necessary to operate and open the development contemplated for the Marina Property to the public prior to the Final Completion of the Parking Facilities, on the same basis as the Facility Parking Spaces, within the existing parking garages and parking lots owned or controlled by MPA or the City of Miami within close proximity to the Property (the "Existing Parkin Facilities"), However, MPA's fail ire to make such parking spaces available shall not be deemed a default of this Agreement if the MPA has undertaken reasonable efforts to make available to Grove Bay such Existing Parking Facilities and, under such circumstances, the Parties hereby agree to work cooperatively to find. solutions that would permit Grove Bay to meet any applicable parking requirements imposed by applicable law or zoning code or if the failure to make such parking spaces available are due to public safety and public liability considerations. The obligations of the MPA set forth in this Section 4.3 are in addition to the obligations of the City related to the same subject matter as contained in the Lease. Section, 4.4 Signage. MPA. shall institute and enforce a uniform signage regime for the Parking Facilities that will apply to all directional signage (the "Property Directional Signage Regime"), which the MPA may revise from time to time. Grove Bay and its Permittees shall have the right to place all other signage on the Parking Property (including, without limitation, any signage related to the uses established by Grove Bay or its Permittees within Property), which right shall be subject only to the requirements of applicable laws, and regulations including City and County Sign Codes, and the requirements set forth in the Lease, Other than signs consistent with the Property .Directional Signage Regime, the MPA shall not install (or permit any other party to install) any other signage within the Parking Property. tn Section 4.5 Nature of Parking Facilities. The Parking Facilities will serve as Public (Municipal) Parking Facilities and. will be open and accessible to the public during all hours of operations, Nothing in this Agreement will be construed or interpreted to change their essential and primary nature as Public (Municipal) Parking Facilities nor will Grove Bay undertake any actions to undennine their character as such. The Parking Facilities, excluding the Parking Facilities Retail Area, will be managed, supervised and controlled by MPA. ARTICLE V MAINTENANCE OF PARKING FACILITIES Section 5.1 Maintenance of Parking Facilities. (a) Following Final Completion of the Parking Facilities, MPA shall keep and maintain or cause to be kept and maintained the Parking Facilities (including the non-structural components of the Parking Facilities .Retail Area) in a good and safe state of repair and in a clean and orderly condition, complying with First Class Standards. All maintenance, monitoring and repair conducted by the MPA during regular business hours of those businesses operating within the Parking Facilities Retail Area shall be scheduled, whenever practicable after input from Grove Bay, to minimize disruption of such businesses, except in an emergency (where telephonic notice and input shall be given as soon as possible). The City will reimburse the MPA, in the manner set forth in the Interlocal Agreement, for the cost of maintenance of the non-structural components of the exterior of the Parking Facilities Retail Area. (b) The MPA will be responsible for periodic repainting of all exterior surfaces of the Parking Facilities, maintaining all landscaping within the Parking Property, and maintaining its equipment, fixtures, furnishings, and other personal property in good condition and repair, All maintenance shall be at the MPA's sole cost and expense and will be subject to a continuing quality of maintenance and appearance and physical condition of. the Parking Facilities substantially commensurate with maintenance, health, and safety standards maintained by MPA and secondarily by Grove Bay. (c) Following Substantial Completion of the Parking Facilities, MPA shall maintain insurance as set forth in Section 9.1(b) of the Lease Agreement and, for avoidance of doubt, such insurance shall cover the MPA Site Spaces and, to the extent applicable, name Grove Bay as an. additional insured in such policies. The Parties acknowledge that the inclusion of this requirement is not intended to waive or limit the provisions set forth in Section 768.28, Florida Statutes. Section 5.2 Covenants of the Parties. The Parties shall comply (as applicable) with the following covenants during the terns of this Agreement; (a) Except with. respect to the rights granted to Grove Bay and its Permittees under this Agreement, MPA and City shall not be permitted to use any portion of the Parking Facilities for any use (whether or not such use is of a temporary nature) that may be competitive to any of the uses existing or contemplated by Grove Bay or its Permittees within the Property, provided that nothing herein shall be deemed to prohibit the use of the Parking Facilities as Public Municipal Parking. (b) Grove Bay shall. cause the installation of grease traps and, if warranted, additional similar precautions standard in the trade, of sufficient size and design to catch grease, fat and oils disposed into the sinks and floor drains with respect to any use of the Parking Facilities Retail Area warranting the installation of such devices. (c) Each Party shall not use the plumbing facilities for any purposes other than that for which they were constructed, or dispose of any foreign substances therein. (d) All space within the Panting Structure and. the equipment contained therein must at all times be adequately ventilated, filtered and maintained and any odors therefrom must be exhausted and dispersed in accordance with First Class Standards. (e) Each Party shall treat the respective areas of the Parking Property within its control as often as necessary to keep it free and clear of all pests, including rodents and insects. (f) MPA shall operate, repair, maintain, monitor and replace any damaged or defective, cooling towers, condenser water loop and other HVAC equipment within the Parking Structure (but only to the extent such equipment was installed by the MPA to service areas within the Parking Facilities other than the Parking Facilities Retail Area) to a First Class Standard, subject to interruption for repair. replacement, emergencies and Force Majeure Events. (g) MPA shall operate, repair, maintain, monitor and replace the Shared Plumbing Facilities within the Parking Structure to a First Class Standard; provided, however, the expense of any breakage, stoppage or damage to the Shared. Plumbing Facilities caused, in whole or in part, by Grove Bay or its Permittees shall be borne by Grove Bay. (h) Grove Bay shall, or shall cause its subtenants (x) to operate, repair, maintain, monitor, and replace any damaged or defective, cooling towers, condenser water loop and other HVAC equipment located within the Parking Structure (but only to the extent such equipment was installed by Grove Bay or its Permittees to service areas within the Parking Facilities Retail Area) and (y) to enter into annual maintenance contracts from a reputable heating, ventilating and air conditioning contractor to maintain and service such equipment. Section 5.3 Intentionally Deleted, Section 5.4 Indemnity. Grove Bay shall indemnify, defend and save MPA, City, and their respective officers and employees, harmless from and against any and all claims, actions, damages, liability and expense in connection with loss of life, personal injury and/or damage to or destruction of property arising from or out of any occurrence in, upon or at the Parking Facilities Retail Area, or the occupancy or use by Grove Bay of the Parking Facilities Retail Area, or any part thereof, or occasioned wholly or in part by any act of omission of Grove Bay, its agents, contractors, employees, servants, customers, invitees, lessees, representatives, licenses, patrons or guests, sub -lessees or concessionaires. In case MPA, City, and their respective officers and employees, shall be made a party to any litigation commenced by or against Grove Bay covered by this indemnity provision, then Grove Bay shall protect and hold MPA harmless and pay all costs and attorney's fees incurred by MPA, City, and their respective officers and employees, in connection with such litigation, and any appeals thereof Grove Bay shall also pay all costs, expenses and reasonable attorneys' fees that may be incurred or paid by MPA in enforcing the covenants and agreements set forth in this Section 5.4 of the Agreement. This Section shall survive the cancellation or expiration of this Agreement, as applicable. ARTICLE VI RESTORATIO N Section 6.1 Damage or Destruction of the Parking Facilities. (a) In the event of damage to or destruction of all or any part of the Parking Facilities during the 'Term of this Agreement, MPA shall be obligated to repair and restore the Parking Facilities to the condition that existed immediately prior to the casualty in substantial accordance with the .Plans and Specifications, using insurance proceeds (and to the extent damages occur in excess of insurance proceeds, MPA shall pay such excess, including any deductibles). (b) Any such reconstruction shall be performed in substantial accordance with the Plans and Specifications for the portion of the Parking Facilities damaged and in a good and workmanlike manner, in. accordance with all Governmental Requirements, and in accordance with the terms and conditions of this Agreement and the Lease. Upon completion of any such repair and restoration, any remaining insurance proceeds paid by reason of such damage shall be distributed to MPA. (c) In the event of any repair, renovation, or redevelopment of the Parking Facilities, which interferes with the continuing operation of the Parking Facilities, the MPA and the City will use its Commercially Reasonable Best Efforts to provide Grove Bay with alternative locations (including parking on-site, at City Hall, the parking areas at Regatta Park, or in the adjacent areas) to provide the necessary parking for the continuing operation of the uses contemplated or developed by Grove Bay at the Property in such number and on the terms and conditions applicable to the Facility Parking Spaces. The alternative locations will be subject to the reasonable approval of the City Manager. During such period of time, the City shall agree to equitably adjust the 4.1.3 Rent to reimburse Grove Bay for any reasonable rent abatements required under any subleases entered into by Grove Bay for tenants within the Parking Facilities Retail Area related to such casualty events. ARTICLE VII REPRESENTATIONS, WARRANTIES, AND COVENANTS Section 7.1 Representations and Warranties of MPA and City, The MPA and the City, as applicable, make the following representations, warranties, and covenants, which will survive the execution of this Agreement: (a) That the MPA and City have taken the requisite actions to make this Agreement binding upon the MPA and City, and the MPA and City, to the best of their opinion, information and belief, have a valid and binding agreement granting the MPA the authority to enter into this Agreement and provide to Grove Bay all rights and benefits which are the subject matter of this Agreement (with exclusion of the rights to the Parking Facilities Retail Area, which are granted by the City under the Lease). (b) That there is on the Effective Date and shall be throughout the Term, legal and physical ingress and egress to the Parking Facilities from a paved public street for vehicular traffic and perpetual legal and physical ingress and egress for pedestrian traffic. (c) There are and will be no known or readily discoverable Applicable Laws, private restrictions or other conditions which restrict or prevent the Parking Facilities from being used and operated as contemplated herein and in the Lease. (d) All of the representations and warranties of the MPA and City contained in this Agreement shall continue to be true as of the Effective Date and throughout the Lease Term, and said representations and warranties shall be deemed to be restated and affirmed by the MPA and City as of the Effective Date without the necessity of the MPA's or the City's execution of any document with regard thereto. Section 7.2 Representations and Warranties of Grove Bay, Grove Bay makes the following representations, warranties, and covenants, which will survive the execution of this Agreement: Grove Bay affirms it has taken the requisite actions to make this Agreement binding upon it and the authority to enter into this Agreement and provide to the City and MPA all rights and benefits which are the subject matter of this Agreement. AR'T'ICLE VIII REMEDIES Section 8.1. Self=Help Rights. In the event MPA or Grove Bay fails to perform any of its non -monetary obligations under this Agreement and such failure continues for more than thirty (30) days after delivery of written notice by the non-defai.ilting party to the defaulting party that such obligations have not been performed, or if such obligations are not susceptible to being performed within thirty (3 0) days, if such party fails to commence any such performance within the thirty (30) -day period and prosecute the same diligently to completion, then the non -defaulting party shall have the right but not the obligation to perform such obligations on behalf of and for the account of the defaulting party. The non -defaulting party shall complete any repair, restoration or other work it undertakes pursuant to this Section 8.1. in a good. and workmanlike manner in accordance with all Governmental Requirements, good industry practice and First Class Standards. The non -defaulting party is hereby granted an easement across the defaulting party's portion of the Property to effect its self-help rights hereunder, provided that exercise of its rights hereunder shall be carried out so as to minimize disruption with the operations on the defaulting party's portion of the Property and shall not unreasonably interfere with, delay or impair the ability of the defaulting party or its successor to complete improvements on its portion Property or cause a breach of the peace . If a. party exercises its self-help rights under this Section 8.1 following a breach by the other party, the defaulting party shall reimburse the non -defaulting party for an amount equal to all documented labor and materials direct costs actually incurred, verified and expended and substantiated by the non. -defaulting party in connection with such exercise of its self-help rights under this Section 8_1 the authority to enter into this Agreement and provide to Grove Bay all rights and benefits which are the subject matter of this. The self-help rights shall not be used to commit a breach of the peace and. may only be exercised in accordance with Florida Landlord/Tenant Law, Section 8.2 Other Remedies. MPA, the City, and Grove Bay shall each have such other remedies available at law or in equity by virtue of the laws of the State of Florida for breach by the other hereunder. Section 8.3 Limitation of Liabilitv. Notwithstanding anything to the contrary contained in this Agreement, each party specifically agrees that the liability of each other party hereunder shall be limited to the right, title and interest of such party in and to its portion of the Property, the improvements and any other land or improvements on its portion of the Property. ARTICLE IX EASEMENTS Section 9.1 General. (a) This Agreement shall allow and provide for easements necessary and required for the purposes expressly set forth in the Lease and for the benefit of the officers, employees, patrons, licensees and guests of the City, the MPA, Grove Bay and its Permittees. The grant of an easement by a grantor shall bind and burden its Property which shall, for the purpose of this Agreement, be deemed to be the servient tenement (but where only a portion of the Property is bound and burdened by the easement, only that portion shall be deemed to be the servient tenement), and shall survive the total or partial destruction of the subject matter of the easement and. shall run with the land. (b) The grant of an easement to a grantee shall benefit its Property which shall, for the purpose of this Agreement, be deemed to be the dominant tenement (but where only a portion of the Property is so benefited, only that portion, shall be deemed to be the dominant tenement). (e) Unless expressly provided otherwise, all easements granted herein are non- exclusive and in common with the Party of the servient tenement, and irrevocable for the term herein, provided for any such easement, and for the benefit of the Party of the dominant tenement. Any easement provided or reserved under this Agreement which is designated as non-exclusive shall permit the Party of the servient tenement to utilize such easement areas for its own. purposes and/or grant other easements or interests therein which are not inconsistent with that of the dominant tenement hereunder or with. this Agreement. (d) The grant of an easement shall run to the benefit of the Party that is the grantee of such easement, its successors and assigns; and the grantee of such easement, its successors and assigns as Party of the Property so benefited by such easement shall have the right to allow its Permittees to use such easement subject to the limitations in this Agreement. (e) All easements granted hereunder shall be utilized in compliance with all Permits and other Governmental Requirements and in accordance with First Class Standards. (f) All easements granted hereunder shall exist by virtue of this Agreement, without the necessity of: confirmation by any additional document. No easement may be terminated except by written instrument signed by the Party that is a grantee of such easement provided the consent of that party will not be unreasonably refused, delayed, conditioned or denied. Upon the termiration of any easement (in whole or in part) or its release (in whole or in part) in respect of all or any part of any Property, the same shall be deemed to have been terminated or released without the necessity of confirmation by any other document. however, upon the request of the Grove Bay or the MPA, as the case may be, and at such requesting Party's expense, such Party will sign and acknowledge a document memorializing the existence (including the location and any conditions), the termination (in -whole or in part), or the release (in whole or in part), as the case may be, of any easement, if the form and substance of the document is reasonably acceptable to such. Party. Section 9.2 Grant of Easements. The Parties hereby grant, to its respective tenants, customers, invitees, and licensees subject to such reasonable limitations as shall be imposed by the owner and holder thereof, and reserves unto itself and its tenants, customers, invitees, and licensees, the non-exclusive right, subject and subordinate at all times to the rights of the City and the general public to the following: other parcels; (a) easements in the common area of each parcel for ingress to and egress from (b) easements in the common area of each parcel for the passage of vehicles; (c) easements in the common area of each parcel for the passage and accommodation of pedestrians; (d) casements for access roads across the common area of each parcel to public and private roadways; (e) casements for the installation, use, operation, maintenance, repair, replacement, relocation and removal of utility facilities in appropriate areas in each such parcel; (f) easements on each such parcel for construction of buildings and improvements in favor of each such other parcel; (g) easements upon each, such parcel in favor of each adjoining parcel for the installation, use, maintenance, repair, replacement and removal of common construction improvements such as footings, supports and foundations; (h) easements on each such parcel for building overhangs, other overhangs and projections encroaching upon such parcel from adjoining parcel such as, by way of example, marquees, canopies, lights, lighting devices, awnings, wing walls and the like, if necessary; (i) appropriate reservation of rights to grant easements to utility companies; (j) appropriate reservation of rights to dedicate road rights-of-way and curb cuts; (lc) easements in favor of each such parcel for pedestrian and vehicular traffic over dedicated private access roads; and (1) easements in favor of Grove Bay and its Permittees to use the covered areas (breezeways and walkways) adjacent to the Parking Facilities Retail Area (except such areas as necessary to permit pedestrian movement through the Parking Structure) for outdoor seating, special events, and other ancillary uses related to the business conducted therein. Section 9.3 No Dedication of Easements and Benefit to Permittees. Nothing contained in this Agreement, including the grant of any or all easements herein provided, shall be deemed to constitute a dedication of any Property or any portion or portions thereof to any governmental body or agency or to the general public, or construed to create any rights in or for the benefit of any Persons other than the City of Miami, MPA and Grove Bay, it being the intent that the City of Miami, MPA and the Grove Bay by this Agreement shall be strictly limited to and for the purposes herein expressed. Either such Party may, however, extend the benefits of the easements created by this Agreement to its Permittees subject to the Iimitations in this Agreement provided such Permittees shall observe and obey applicable rules and comply with. this Agreement. No Permittees, other than heirs, successors, and assigns of the applicable Party that is the grantee of an, easement, shall acquire any rights in, to or under any easement. Section 9.4 Utilitv Easements. Nothing contained in this Agreement shall be deemed to prohibit or limit the right of MPA and Grove Bay to (i) grant easements to any governmental unit, public body and/or utility company for the construction, installation, operation, maintenance, monitoring, repair, relocation, modification, extension or alteration of sanitary sewers, storm drainage systems, fire protection installations, gas, water, electric power and lighting and telephone lines, mains and trunks in, under or across its Property, or (ii) transfer or assign to any public body and/or utility company any of the easements on its Property with respect to utilities granted to the other Party hereunder, without the necessity of the payment of any compensation to the grantee of such easement. Section 9.5 Rights Temporarily to Close and to Enter in Emergencies. MPA and Grove Bay each reserves the right to close off its portion of the Property or any improvements on its portion of the Property temporarily for (a) such reasonable periods of time as may be legally necessary to avoid the possibility of dedicating the same for public use or to prevent the acquisition or creation. of prescriptive rights by anyone; and (b) such reasonable periods of time as may be reasonably necessary for cleaning, repair, alteration, improvement or maintenance or as required for emergencies provided that this shall not change the character of the Parking Facilities as an area for public parking. Furthermore, MPA and Grove Bay each reserves the right to enter the respective Party's Property, as applicable, in case of emergency in order to prevent or minimize damage or destruction to personal property, the improvements on such Party's portion of the Property or to preserve and protect the health and safety of persons, as such MPA and Grove Bay, as applicable, shall deem necessary or desirable in such emergency situation. In exercising such right, MPA and Grove Bay each will use reasonable efforts under the circumstances not to interfere with the use of such easement area (or the operations of the Building's structural, mechanical, electrical, or plumbing systems (including tetecornmunication systems, data systems and .life - safety systems) by the grantee thereof. Section 9,6 Additional Easements. To the extent the Plans and Specifications provide for additional conduits, lines, wires, equipment, mains, pipes, cables or other facilities on or running through one Property but serving the other and such facilities are actually constructed as part of the Parking Facilities, each of MPA and Grove Bay hereby grants to the other casements to the extent required to install, lay, maintain, monitor, repair, replace and use the same, subject to the terms and conditions of this Agreement. If it becomes clear that additional easements or rights of use or rights of way are necessary or desirable to effectuate the purposes of this Agreement to allow efficient operations to a First Class Standard on the Parking Facilities, regardless of whether such proposed additional easements are provided for in the Plans and Specifications, each Party, as owner of the servient tenement, hereby agrees to grant to each other Party, as owner of the dominant tenement, such additional easements as are necessary and desirable. No Party shall be required to grant any such proposed additional easements to the extent that such easement would materially adversely interfere with the use (or contemplated use) and occupancy of any portion of the Property or materially affect access to or operation of any portion of the improvements existing or contemplated to exist on the Property. At the request, of any Party, the other. Patty shall execute document(s) to confirm such additional easements and shall record such document(s) against the affected Property(s) in the public records of Miami -Dade County, Florida. Any additional easements granted pursuant to this Section 9.6 shall be non-exclusive unless otherwise agreed by the applicable Party(s).. Section 9.7 Term of Easements. Unless specifically otherwise provided in this Agreement, the easements granted in this Agreement shall automatically expire on the termination of this Agreement .without the necessity of further action. ARTICLE Y NOTICES Section 10.1 Notice. Any notice, communication, request, reply or advice or duplicate thereof in this Agreement provided or permitted to be given, made or accepted by either party to any person must be in writing and may be given or be served by e-mail, or by personal delivery, or by using a recognized overnight delivery service and shall be sent or delivered to the e-mail or physical address for each party set forth below, or such other addresses as may be designated by ten (10) days' prior notice. If to the MPA at: Chief Executive Officer Miami Parking Authority 40 NW 3''d Stteet. Suite 1103 Miami, Florida, 33128 With a. copy to: City Attorney Office of City Attorney 444 SW 2nd Avenue, 9`f' Floor Miami, Florida 3300 If to Grove Bay at: Grove Bay Investment Group, LLC 2640 South. Bayshore Drive Miami, Florida 3 313 0 With a copy to: Holland & Knight LLP Attn: Richard. A. Perez 701 Brickell Avenue, Suite 3000 Miami, Florida 33131 City of Miami Director Dept. of Real Estate and. Asset Management 444 SW 2nd Avenue, Suite 325 Miami, Florida 33130 If to the City at: City Manager 444 SW 2°d Avenue, 10"' Floor Miami, Fl. 33130 Notices shall be deemed to be effective (A) if by e-mail at the time and on the date when sent (provided that the sender of such communication shall also deliver a duplicate copy thereof by sending within one (1) Business Day via mail, overnight delivery or. courier, to the appropriate parties), or (B) if personally delivered, as shown on a receipt therefor (which shall include delivery by an internationally recognized delivery service) on the date of delivery or on the date delivery was refused by the addressee. ARTICLE Yi ASSIGNMENT, SUBLEASES, AND TRANSFER Section 11,1 Assignments, Subleases, and Transfers. (a) Grove Bay shall not require the approval of either the MPA or the City in order to sublease any portion of the Parking Facilities Retail Area to a Permittee if such use constitutes a Permitted Use under the terms of the Lease Agreement. Any transfer or conveyance of the interests of Grove Bay in this Agreement (other. than a sublease as permitted in the preceding sentence) shall require approval of the City Manager and the Executive Director, which approval may not be unreasonable withheld, delayed or conditioned; provided, however, that any transfer or conveyance of this Agreement in conjunction with. an Assignment of the Lease approved in accordance with the procedures set forth therein shall be deemed an approval of the transfer or conveyance of this Agreement. A transfer or conveyance by Grove Bay of its interest pursuant to any approved transfer or conveyance shall be deemed to release Grove Bay from all further liability arising under this Agreement in respect of any period after the date of such transfer or conveyance, (b) If any portion of the Property is, directly or indirectly, sold or otherwise transferred, such transferees shall be subject to this Agreement and the transferees shall be bound by its transferor's obligations and enjoy its transferor's benefits hereunder as fully as if such transferees were originally parties hereto, and such obligations and benefits shall run with and be binding upon the Property and, be binding upon all subsequent owners thereof, including any easements, claims or liens arising under this Agreement against a prior Party of a Property which shall continue as to any transferee of such Property. For avoidance of doubt, if the MPA dissolves, or for any other reason the rights and obligations of the MPA are transferred to the City or any other instrumentality of the City, then the references in this Agreement to MPA shall be deemed, for all purposes, to be references to the City or any successor entity to the MPA. Section 11.2 Priority of Agreement. The parities all expressly understand, acknowledge and agree that municipal real property of the City or of MPA cannot be mortgaged, lien or pledge and that any such lien, encumbrance , is disallowed under Florida law and expressly disallowed by the City and MPA. This Agreement and the rights, interests, liens and easements created hereunder shall be prior and superior to any Mortgage or other lien upon or against any interest in Party's Property other than such liens as by law have priority over the lien. and operation of this Agreement. ARTICLE XII MISCELLANEOUS Section 12.1 Entire Areement. This Agreement, the Exhibits attached hereto and f6t ni.ng a part hereof as if filly set forth herein, and the Lease constitute all of, the covenants, promises, agreements, conditions and understandings between the parties concerning the Parking Facilities and there are no covenants, promises, conditions or understandings, either oral or written, between them other than as are herein and therein set forth. No party nor its respective agents have made nor shall be bound to any representations with respect to the Parking Facilities except as herein expressly set forth, and all representations, either oral or written, shall be deemed to be merged into this Agreement. No course of prior or future dealings between the parties or their officers, employees, agents or affiliates shall be relevant or admissible to supplement, explain or vary any of the terms of this Agreement. Acceptance of, or acquiescence in, a course of performance rendered under this or any prior agreement between the parties or their affiliates shall not be relevant or admissible to determine the meaning of any of the terms of this Agreement. This Agreement has been negotiated "at arm's length" by and between the parties, each having the opportunity to be represented by legal counsel of its choice and to negotiate the form and substance of this Agreement, and therefore in construing the provisions of this Agreement no party will be deemed disproportionately responsible for draftsmanship. Section. 12,2 Written Amendments. Except as herein otherwise provided, the Parties may only amend, alter, change, or modify this Agreement by execution of written instrument signed by all of the Parties. Section 123 Independent Parties. It is understood and agreed by the parties hereto that this Agreement does not create a fiduciary or other relationship between the parties, other than contracting parties. The parties are and shall be independent contracting parties and nothing in this Agreement is intended to make any party a general or special. agent,. joint venturer, partner or employee of any other for any purpose. Section 12.4 Captions and Section Numbers. The captions, section numbers, and article numbers appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or intent of such sections or articles of this Agreement nor in any way affect this Agreement. Section 12.5 Partial Invalidity. If any term, covenant or condition of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each tenn, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. Section 12.6 Waiver. Failure on the part of any party to complain of any action or non. -action on the part of the other, no matter how long the same may continue, shall never be deemed to be a waiver by such party of any of its rights hereunder. Further, it is covenanted and agreed that no waiver at any time of any of the provisions hereof by any party shall be construed as a. waiver of any of the other provisions hereof, and, that a waiver at any, time of any of the provisions hereof shall not be construed as a waiver at any subsequent time of the same provisions. The consent or approval to or of any action by any party requiring such consent or approval shall not be deemed to waive or render unnecessary such consent or approval to or of any subsequent similar act by such party. Section 1.2.7 Time is of the Essence. Time is of the essence with respect to the performance of every provision of this Agreement in which time of performance is a factor. Section 12.8 Governing Law. It is the intent of the parties hereto that all questions with respect to the construction of the Agreement and the rights and the liabilities of the parties hereto shall be determined in accordance with the taws of Florida and that all disputes arising hereunder shall be heard and decided in Miaii-Da.de County, Florida. The parties shall bear their own attorney's fees. Section 12.9 Arbitration. 'The parties hereby agree that, subject to the consent of the City Manager, Executive Director, and Grove Bay, which consent may be withheld by any party for any reason, any dispute, disagreement or controversy arising under this Agreement, or with respect to the interpretation or enforcement of this Agreement may be settled by arbitration pursuant to the procedures set forth in Section 16.6 of the Lease. For avoidance doubt, the reference to "each party" or any reference to "Lessor and/or Lessee" in Section 16.6 of the Lease shall be deemed a reference to the MPA, City and Grove Bay. Section 12.10 Waiver of Jury. The parties hereby waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on, or in respect of, any matter whatsoever arising out of or in any way connected with this Agreement, the relationship of the parties hereunder, Grove Bay's use or occupancy of the Parking Facilities and/or any claim of injury or damage. In an effort to expedite the conclusion of any litigation the parties agree not to file permissive counterclaims in any actions arising under this Agreement. Section 12,11 Quiet Enjoyment. Upon the observance by the Grove Bay hereunder of all the terms, provisions, covenants and conditions imposed upon the Grove Bay, the MPA covenants to the Grove Bay that the Grove Bay shall peaceably and. quietly hold, occupy and enjoy the Parking Facilities Retail Area for the Lease Term without any interruption, disturbance or hindrance by MPA, or their respective successors and. assigns, or by persons claiming by, through or under the MPA for the .Parking Facilities Retail Area, or by persons with title superior to the MPA, or their respective successors and assigns Section 12.12 Recording of a Memorandum of this Agreement. A Memorandum of This Agreement briefly summarizing its terms shall be recorded in the public records of Miami - Dade County, Florida. Section 12.1.3 Number; Gender. Whenever required by the context, the singular shall include the plural, the neuter gender shall include the male gender and female gender, and vice versa. Section 12.14 Counterparts. This Agreement may be executed in separate counterpart copies, all of which counterparts shall have the same force and effect as if all parties hereto had executed a single copy of this Agreement. Section 12.15 Schedules and Exhibits. All Exhibits referenced in this Agreement are incorporated by this reference as if fully set forth in this Agreement. Section 12.16 Including. The word "including" and variations thereof, shall mean "including without limitation." Section 12.17 No Construction Against Drafter. This Agreement has been negotiated and prepared by the parties and their respective attorneys and should any provision of this Agreement require judicial interpretation, the court interpreting or construing such provision shall not apply the rule of construction that a document is to be construed more strictly against one party. Section 12.18 Rights Not for Benefit of Third Parties. In no event and under no circumstances whatsoever shall the rights herein granted or to be granted in the future pursuant to this .Agreement, to or for the benefit of any party be deemed to be for the benefit of the public. No individual or entity that is not a signatory to this Agreement (other than successors and permitted assigns of the signatories of this Agreement) shall have any rights or privileges under or arising out of this Agreement, nor shall any person or entity that is not a signatory to this Agreement otherwise be deemed a third party beneficiary of this Agreement. Section 12.19 Agents and Representatives. No Person other than the parties to this Agreement, and the permitted assignees of such parties, shall have any liability or obligation under this Agreement. Section 12.20 Further Assurances. Each of the parties to this Agreement shall execute such further assurances as any other party may reasonably require to confirm and perfect the transaction described in this Agreement. Section 12.21 Rights and Remedies Cumulative. The rights and remedies of the parties under this Agreement, whether provided by law, in equity, or by this Agreement, shall be cumulative, and the exercise by any party of any one or more of such remedies shall not preclude the exercise of any other remedies for the same such default or breach. Section 12.22 Estoppels, The parties hereto shall, from time to time, within fifteen (15) Business Days of request in writing of any other party, without additional consideration, execute and deliver an estoppel certificate consisting of statements, if true (and if not true, setting forth the true state of facts as the party delivering the estoppel certificate views them), that (i) this Agreement is in fill force and effect; (ii) this Agreement has not been modified or amended (or if it has, a list of the amendments); (iii) the party requesting the estoppel certificate is not then in default; (iv) the parties have filly performed all of their respective obligations thereunder; and (v) such other statements as reasonably may be required by any party or any other appropriate party such as their respective partners, investors and lenders. Failure to respond to an estoppel request within fifteen (15) .Business Days following the date of request shall constitute certification as true and correct, in all material respects the statements contained therein. Section 12.23 Covenants Run With the Land, It is intended that the covenants, grants, easements, agreements, promises and duties of each party as set forth in this Agreement, shall be construed as covenants and not as conditions, and that, to the fullest extent legally possible, all such covenants shall nin with and be enforceable against both the covenantor and the affected Property or constitute equitable servitudes between the Property of the respective covenantor, as the servient tenement, and the Property of the respective covenantee, as the dominant tenement. Unless the content indicates otherwise, every covenant, easement, agreement and promise of each party as set forth in this Agreement shall be deemed a covenant, easement, agreement and promise made for the joint and several benefit of the other parties and every duty of each party as set forth in this Agreement shall be deemed to run to and for the joint and several benefit of the other parties Section. 12.24 Licenses and Permits, Accept as provided for herein, Grove Bay shall, at its sole cost and expense, apply for, secure and obtain any and all licenses, approvals, consents, and permits necessary in connection with any tenant's use and occupancy of the Parking Facilities Retail Area. Section 12.25 Compliance with Laws. Grove Bay accepts this Agreement and hereby acknowledges that its compliance with all applicable laws, ordinances and codes of federal, state and local governments, as they may apply to this Agreement.. [signature page follows] INWIYITNESSWHEREOF, the parties have executed this Grove Bay Parking Facilities Agreement, or have caused the same to be executed, as of the date and year first above written. ATTEST:. ATTEST: BY: GROVE BAY: GROVE BAY INVESTMENT GROUP LLC, a limited liability company of the State of Florida B N Ti MIAMI PARKING AUTHORITY", an agency and instrumentality of the City of Miami, Florida BY: _/�—/V/L/ Arthurriega Chief Ex cutive Officer AT'T'EST: CITY OF MIAMI, a municipal corporation of the State of Florida L /A / / �/ 2 Todd B. Hannon Daniel J. Alfc City Cleric City Manager (Affix City Seal) ?RQ WED A 0 FORM AND VIZECTN S: ,,, Victoria Mende rity Attorr'," . r NCE rector Exhibit "A" Melina Property LEGAL DESCRIPTION (PARCEL 1) (IVIARINA(BOATYARD UPLANDS) A portion of "Tract A of Dinner iter, according to tlae plat thereofas recorded in plat book 34,11L page 2, of the Public Records of Miaini Dade County, Florida and a portion of Section 22. Township 54 :-South. Rar;ce 41 Uast, Mianai-Dade County, Florida, more particularly described as l'ollows: Commence at the Southwest corner, of the Northwest 14, (if said Section 22; 'Thence South 02°24'44" last ralonb the Southerly exteAasion ot'the West lire of'the NW 1;'4 of'said `lection 22, for 436.51 feet; Thence North 802743" East for 75.86 feet to a point labeled Ht., -78-C said point being a point of intersection with the US, Pier -Head Blllkhecld line of 1939 as recorded in Plat Book 74, at Page 3, of the Public Records of Miami -Dade County, Florida, said line allo being the Northwesterly line of"'l'.f.1.F. Deed No. 19448 to City of Miami, recorded in Deed Book 3110, ,it Page 260, cif the Public Records of Mianu-Dade County, Florida, Thence thong said f,J.S. Pier -[-feud Bulkhead line, for the tollowing described four (4) courses; 1) Theme South 770 P] 7" East, for 669.48 feet to a point labeled HL -78-13; 2) Thence North 74'08'10" East liar 526.25 feet to a point labeled I4L-78-A; 3) Thence North 43°03'20"last for 250.00 feet; 4) ']'hence North 12'08'10" East for 88.25 feet, 'Thence North 45°44'46" West, departing the previously described line, for 3,75 feet to a point on the outside face of an existing Seawiill; Thence along, the outside fitce of said seawall for the follmking described twelve (12 ) caur:yes; 1) T7acnce contimic North 45"44'40" West for 12.58 feet; 2) ThQnoe North 4675016" W"est For 262.72 feet to l:he Point of Beainnin.Z of alae hereinaRcr described parcel; 3) Thence North 47106'49" West for 7:1.59 feet', 4) Thence North 02102'56" East for 0.70 feet; 5) ']'hence North 470750" West tier 59.52 feet; 6) Thence; North 43°12'49" Easel for 100.72 feet; 7) Thence `south 46'47'08" East for 61.00 feel; 8) Thence North 88°45'00" last for 0.64 feet; 9) `['hence South 47'!4'37" East tier 41.99 feet; 10) Thence North 61°42'01"East far 21.07 feet; 11) Therice South 30°14'35" East 6or 2.75 feet; 12) Thence Nurth 62°06'03" l:;ast for 5.43 feet to a point of intersection with the Southerly extension of an exi:;ting chain link fence; Thence along said chain fink fence and its southerly extens'lon fir the f Ilowina described three (3) courses; f) Thence North 49'34'23" West fbr 26,67 feet; 2) 1 -hence .SOUtH 49-14-Ut I" West for 14.07 feet; 3) Thence North 46''34'77" West for 48.90 feet to a point of interscctien wia-i tile. Southeasterly extension of the edge of an cxistingx concrete slab; "Chenc c alonU the previously described edge of concrete and its Smctthwesterly and Northerly extent ions for the folloavingt descried five (5) courses; 1) Thence North 41°51'16" East for 19.89 feet; 2)'Ibence North 45°40'17" West for 20.02 feet; 3) Thence North 41°51'16" East for 10.30 Fee(; 4) Thence North 49'CS'44" West far 26,07 feet; 5)Thence North 43117'10" East for 63,60 feet to a point of intersection with the f3oundary line of, the tract of land described under Exhibit A in that certain Lease Agreement recorded in Official Records Book 9916, at Page 1 110, of the Public Records of Miami 111de County, Florida_ Thence along the previously described Boundary line, and its Northerly extension, for the following dticribed mo (2) courses; 1) Thence North 7(7" 17'34" ]]Fest fol -03-18 feet, 2) Thence Not'h 12'55'28" East for 138-99 teat to a point of intersection with the 1a.ck of an existing concrete side-,atk, Thence along the hack of said concrete Sidewalk, for the following described twenty one (21) courses: I) Thence North 47°44'58" `Nest for 12.22 Net to ti point of curvature: of rt circular curve conclave to the Northeast; 2) Thence Northwesterly, along the are of said curve to the right, having a radius of 98,00 feet and s central angle of 16'31'40" [or a distance of 28 27 feet to the point of tangency; 3) Thence `Jtorth 31 °13' 18" West for 14.48 feet ro a point or curvature of a circular curve concave to the Southwest, 4) Thence Northwesterly, along the arc of 'said Curve to the left, having a radius of 100.00 Feet and.a ecatral angle of l I "W35" fora distrinee of 20.32 feet to a point of tangency; 5) Theuce North 42°51'5;1" West for 5. 10 feet to a point ofcurVature 0f,1 circular curve concave to the: Sotithwcwt, 6) 'thence Northwesterly, along the arc of said curve to the left, haling a radius- of 33.00 feet and a central anile of 33°27'08" for a distance of 19.27 feet to the point of tangLncy; 7) Thence Nortla 76°19'01" West for 64,42 feet; 8) Thence 5oaatli 13'57'56" West For 1.47 feet; 9) Thence North 75°50'29" Wrest for 2513 feet; 10) T'laence North 45°02'51" West for 18.31 feet to a paint of curvature cal a circular curve concave to the Southwes(; 1 1) Thence Northwesterly, along the are of said curve n) the left, having a radius of 64.79 tees and a contral angle of l 1°2 P2 t" for a distance of 12,84 feet to the point of tangency; 12) 71cnce North 56'24'12" West liar 5.41 feet to a point of cm-iture of a circular curve conctrve to the Northeast; 13) Thence Northwesterly, along the arc of said curse to the right, having a raditis of 23.50 feat and a central angle. of 30'58'ST' for a distance cif 12.71 fed to the point of talaacncy+; 14) Thence North 25112513" west for 6.96 feet to a point ol'curvature of a circular curve c oneavc to the South; 15) 'Thence Northwesterly, along the arc of said curve to the left, having a radius of ?.00 feet and a central angle of 51'39' 10" for a distance of 2.70 feet to the point of tangency; 16) Thence North 77°0123" Guest for 125,67 feet (o a point car cur -vature of a circular curve concave to the South; 17) 'Tierce Nordiv,-esterly, We,terly. and Southwesterly alone, the arc of,tiaid curve to the left, having a radius of 10.15 Ceet and a central angle of 1=41126'49" for a distance cif 2,56 feet to the point of tangency; 18) Thence South 88"2848" West fhr 17.55 feet; 19) Thence North 76'52'13" West for 28,42 feet; 20) Thence South 76°07'58" West for 40.18 feet to a point of curvature of a ClrCUlar CUt'VC cUne.aVe to the Northwest; 21) Thence Southwesterly, alone the arc of said carve to the right, havin'a a radius of'43.33 Ieet and <a central migle of 09°48'56" lbr a distance of'7.42 feet to a point of intersection with a line parallel with and 95.00 feet Northwesterly of, as measured at right angle,, the ;Northwesterly out, ide face oC an existing building; Thence Sooth 13" 0112" West, along the previously described line, for 135.78 feet; Thence South 12 46'52" West, departing the previously described line, fur 37.38 feet to a point oC intersection with a line parallel with and 95.00 Peet Northwesterly Of, as measured at right an,4les, tlae Northwestcrdy outside face of' alt existing building, Tt me -e `iouth 13 07'29" West, alon, the prcMausiy described fine and its southerly extension, for 148.75 feet; Thence South 07'43'57" West Cor 9.81 feet.; Thence South 49'47'35" West for 4.49 feet; Thence Soutla 4YOPI2" lust for 77.73 beet; Thence South 43'33'00" Last for 54.15 feet; Thence South 43'26'113" East For 4 55 feet, Thence South 48'06'57" Eist for 20.77 feet to a point of curvatraro of a circular curve concave to file northeast; 'thence Southeasterly, along the arc of said curve to the left, having a radius of 374.00 feet cued a central angle cif 09'28' 16'" ffir a distance of 61.82 feet to the point of tanuency, Thence South 5735' I :t" rust for 23,28 Pen Thence Sat h 80'19'_31" Cast liar 172.00 Ceet: Thence South 79'19'15" East for 13.23 feet to a point of intersection with the ba.ek of an existing concrete sidewalk running along the north side (il' fall American Drive; Thence alone the back of staid existing sideivalk and its northeasterly extension, for the fiallowirig dcscribed live (5) courses; 1.) 'Thence South 74°54'37" East for 28.80 feet.: 2) lllence South 77"42'57" Em,,( for 5,71 feet to a point oCcurvature of a Circular curt e ConcaaVe to thr SOUthWe,st, 3) Thence Southeasterly, along the arc oCsaid curve to the right, hieing a radius oF222.00 feet and a central angle of 21'55' 13" fc.;r as distmice oC 84.93 feet to a point on said curve, 4) Thence North 87°54'54" Fast for 5.25 feet; 5) Thence North 42'23'l 1 " East tor 11,27 feet to the, Point of Begirmint?. Containin, 195,848 sq. ft, or 4.50 acres more or less. LEGAL DESCRIPTION (PARCEL 2) (FORMAL .i2ESTAURANT & RESTAURANT PARKING) A portion of Tract A of Dinner Key, according to the plat thereat'as recorded in plat book 34, at pane 2, of the Public Records of Miaini Dade County, Florida and a portion of Section 22, Township 54 South, Rance 41 Gast, 4liarni-Dade County, Florida, more particularly described as follows: Commence at the Southwest corner, of the Northwest '/, of said Section 22; Then(,: South ()2'24'44" Fast, along; the Southerly extensicti ofthe West Iine oFthe NW ''/.,, of said Section 22, for 4.36.51 feet Thence North 86°274," Bast for 75.86 feet to it point of intersection with the rJ,S, Pier -,lead Bulkhead line. of 1930 us recorcled in Plut Book 74, at Pagc 3, of the Public Records of Nfi arni-,bade County, Florida, staid pcwit laheied ICL -78-C orad slid Itne tilso being the Northwesterly line: of T.I.LF. Deed No. 19448 to City of Miami, recorded in Deed Book 3130, at Page 260, crf the Public: Records of Miami -Dade C;uunty�, Florida; ','hence alone sand U.S. Pier -I -fetid Bulkhead line, for the following described four (4) courses; 1) llri.tice South 770PI7" East, for 669.45 feet to it point labeled I -II.. -78-B on the previously named plat; 2) Thence North 74'08'10" East fc>r 526.25 feet to it point labeled I -II, -78-A on the previously named plat; 3) Thence North 43°08'20" East for 250.00 feet to a point labeled I -IL -76 on the, previously named plat, 4) ,'hence North 12'08'10" East alar 88.25 feet; Thence North 45°44'46" West, departing, the previo!rsly dr,,scribed line, fur 3.75 feet to a point on the outside face of an existing; Seawall, Thence al(M&I the outside f4ace of said seawall for the following described fifteen (15 ) courses; 1) 'thence continue `worth 45°44'46" West for 12.58 feet; 2) Thence North 46'50'I6" West for 262.72 feet; 3) Thence North 470649" West for 73.59 feet; 4) Thence North 02°02'76" East for 0.70 feet, 5) Thence north 47'07'52" West for 50.52 lcet; 6) ('hence North 4:1' t2'41 " East for 100.72 feet; 7) Thence South 46047'08" Fust for 61.00 rr er 8) `)'hence North 83'45'00" Fa:;t Cor 0.64 feet; 9) Thence South 47'14'37" ;East for 41,99 feel.; 10) Thence North 61142'01" N st for 21,07 feet. 1.1) Thence South '10014'35" East for 2,75 feet; 12) Thence North 62°06'03" Ea. -it I'or 87.,38 feet to the Point cif Becilulin, of the hereinafter described parcel; 13) Thence continue North 62°0603" East for 114.64 r;:et to a point of curvatw-c of a circular curve concave to the: Fest, 14) `fluence Northeasterly, Northerly and Northwesterly, along the arc of said curve to the left, having a radius of 75,00 feet and a central angle of 80°43'=19" for a distance of 105.78 feet to the: point of tangency; 15) Theuce: North 18°42'46" West For 101,33 feet to a point on the northerly right-of-way tine of Chart House Drive as shown on the sketch of'survey dated January 14, 1985 refetTed file No. noise, 61-139 rev, and prepared by Schu,ebke & Shiskin and Associates and its shown, on that Specilic Purpose Survey at Dinner Key Marina, prepared by Biscayne Engineering ; Thence North 76'0:3'06" West, along the previously described line, for 226.3 f. feet, Thence South .39'08'20" West, departing the previously described northerly right-of=way line, for 12.87 feet to a point on the northerly edge of pavement of Chart house Drive said point being on a circular curve concave to the Northeast and snid point bears South 47'04'04" Nest froru the center of said curve; Thence along the northerly edge ot'paverient of said Chart ,louse Drive for the tbllowing described three (3) eouI'ties, 1) Thence Southeasterly along the arc ol'said curve to the left, having, a radius of 273.78 feet and a cLntral angle of 04'52'06" for a distance of 23.26 feet to a point, 2) Thence South 29' 1 3'50" %,Vest for 21,82 let to u. palm on it circular Curve evrrcaVe to the Northeast and said paint bears South 38°44'40" West from the center of said curve; 3) Thence Northwesterly along the arc of said curve to the Right, having, a radius ul 348.97 fleet and a central angle of 04°24'23" for a distance of 26.94 feet to a point or intet:scction with the pulindary line of the tract ut bind described under Exhibit A in that ceratin Len,vc Agreement. recorded in Official Records Nook 9916, at Page I 110, of the Public Records of Nfiarni Dade C'ourity, Florida; Thence along the previously described Boundary line, and its Northerly extension, for the followirig described two (2) courses; 1) Thence South 12'55'28" Wcst for 152.77 feet: 2) Thence South 76' 17'34" East, for 63.34 fleet; `,'hence North 43'17'10" Cast, departing the previously described boundary line, for 5.77 Leet; Thence South 74'27'18" East f'or 13.19 feet to a point of curvature of a circular carve concave to the Southeast; Thence Southeasterly, thong the arc of said Cnl'Ve to the richt, hiav'tng a rnehtlS of 3350 feet and a c4ntrul angle of 33*37'09" East for a distance of 18.48 fact. to the point of tangency, Thence South 40"50'09" East liar .37.58 feet to a point on the northerly end of an existing C.B.S. wall; Thence ,South 49°09'51" Wes[, along the northerly end of said existing C.P.S. wall for 0.4.3 reef to a point on the southerly face of said existing? C.B.S. sal I; 'Ilience South :38159'48" Last, along the southerly tutee of said exlst'iacy C.B.S. wall lane) its southerly extensit)n, for 84.41 feet to the Point of:l31.3 zsyitqlinu. C:ontiiinirtb 58,242 sol ft or 1.34 acre; marc', or Icss. LEGAL DESC RCPTION (PARCEL 3) (CASC;A-L RESTAURANT UPLANDS) A portion of Section 22, Totivnship 54 So-uh, Range 41 Fast, Nliami-Dade County. Florida, more particularly described as follows: Commence at the Southwest corner, of the Northwest '%i, oFsaid Section 22; Thence South 02"2444" fast, along the Soritherly extension of the West line of the NW %i of said Section 22, for 4:36.51 feet; Thence North 86°27'4:1" East, departing the previously described line, For 75.46 reel to a point labeled I -1L -78-C said point being a point of intersection. with the U.S. Pier-l-fead Bulkhead line of 1939 as recorded in Plat Book 74, at Pare 3, of the Public Records of Miami -Dade County, Florida, said line aho being the Northwesterly line of T.I.I.F. Peed No. 1.9448 ro City of Miami, recorded in Deed Book 3130, at Pacje� 264, of the Public Records ot"Miami-fade County, Florida; Thenc(! along said H.S. Picr-t-Lead Bulkhead line, for the fbifowing described tour (4) courses; 1) Thence South 77°01'!7" East, for 669.48 feQt to n point labeled JL -71 8-3. 2) Tlience North 74°05'10" Last ttx 526.25 Feet to a point labeled ]-IL-Iii-A-, 3) Thence North 43'06'20" Erase Pier 250.00 feet to a paint labeled 1-I1.-76; 4) Thence North 12'08'10" Ernst for 'M.25 feet to a point of intersection with the southerly extension (if' the outside face of` an existin, Seawall; "Thence alattf the outside face of'said seawall and its southerly extension for the following described twelve (12) courses; 1) Thence North 45°44'46" West for 16.33 feet; 2) Thence North 46°50' 16" 'West for 262.72 feet; 'Thence Forth 47'06'49" West Cor 7:3.59 fwe 3) Thence North 02°02'56" East for 0.70 feet; 4)1 hence North 47'07'52" West for 59.52 feet; 5) Thence Norh 43'12'49" East for 100.72 feet; 6) Th.m(x South 46°47'08" Ernst For 61.00 feet; 7) Thence North 88045'00" East For 0,64 feel.; 8) Thence South 47°14'37" East for 41.99 feet; 9) Thence North 61''42'01" East for 21.07 feel, 10) Thence youth 3C'14'35" Eat fl)r 2.75 feet; 11) Thence North 62006'0:3" East For 5.43 feet to the Point of Beginning of the hereinafter described patrccl,, (2) T; cnce continue North 652`06`03" East for 82.45 feet; Thence North 3£1'59'48" Wc,st, departing the previously described face of the seawall and running along the southerly f;rcc of an existing C'11.S. wall anti its southerly extension, for 84.41 feet; 'thence North 49"09'51" East aloe, the northerly end of said C.133. wall for 0.43 Feet to a point on the Edge gran existing Asphalt Pavement; Thence along the Fdge ofd snit! Asphalt Pavement and its Northwesterly extension, For the following described three (3) counties, I) -Thence ,'North 40°50'09" West For 37.58 feet to a point of curvature of n circular curve concave to the. Southwest; 2) Thence Northwcsteriy, alonp_> the arc of said curve to the telt, having a radius of 31.50 Feet and a central angle t'rF33°37'09" For a distance of 13.48 feet to the point of* tangency: 3) I'lrenec North 74°27'18" West fur 13.19 feet to a point on the Northeasterly extension ofthe edge of an existing concrete: Thence along the previously described edge of said concrele and its Northeasterly and `oulliweswly extensions J:or the following descried live (5) courses; 1) Thence South 43'17'10" West for 69.37 reel; 2) Thence South 48°08'44" East for 26.07 feet; 3) Thence South 4f°51'16" West for 10.310 leer: 4) Thence South 45',1017" East for 20.02 feet; 5) Thence South 41°51'16" West for 19.89 Feet to a point of intcrsection with an existim,, chain. link Fence; Thence along said chain link fence and its southerly extension For the following described. three (3) courses; L) Thence South 46°34'" 7" East. for 48.90 feet; 2) Thence North 4904611 " East fc,r 14.07 Fcef; 3) 'Thence South 49°34'23" East for 26.67 fccr to the'Peint of Be a'irrninz C.ontainias 12,.356 scl, ft. or 0,284 acres more OT IC56, LEGAL DESCRIPTION (PARCEL 6A) (I LARINA SUBMERGED LANDS) A portion oaf Tract A of Dinner Key, according to the Tit thereof as recorded in pleat book 34, at ptige 2, of the Public Records of` (Mini Dade County, Florida and a portion ol'Section 22, Tr. wnship 54 South, ftang,e 4f East, Nfiatni-Dade County, Florida, more particularly described as follow -s: Cominernce it the Southwest corner, o.fthe Northwest 1/4, of'said Section 22; Thence South, 02''24'44" E•;a-�t, along the Sou!herly extension of the West lire of die NW '/ of' said Section 77, f-br 436.51 feet; Thence forth 86°27'43" East for, 75.86 feet to a point of intersection with the U S. Pier -Head Bulkhead line of 1939 as recorder! in Plitt Book 74, at Page 3, of the Public Records of Xfianli-Dade County, Florida, said point labeled 141.-78-C and said line also being the Northwesterly line ut"T.I.C.F'. Deed No 194=18 to City of \Miami, recorded in Decd Book 3130, at Pa, -Ye 260, of the 1'1.blic Records of Miami -Dude County, Florida; Tlaence along: said lt.S. Pier -1 -lead Bulkhead line, for the following described srx (6 ) courses; 1) Thence `youth 77'01'17" bast, I'm 669.48 feet to a point laheled HL -78-B can the previously named plat; 2) Thence North 74'08'117" Era;.;t kir 526,25 feet to a point labeled 1-11...-78-A on the pre misly named plat; .3) Thence North 43°08'20" East for 2.50.00 feet to a point labeled 1-11_-76 on the previmisly named plat, 4) Thence North 12'013"10" East f'or 88.25 feet; Thence along the otitside fine of an existing seawall anti its Southerly exteasion for the following described twelve (12 ) courses; 1) Thence North 45°,446" �Yest for 16.3.1 fect: 2) Theace North 46115016" West for 262.72 feet to the Point of Beginning of the hereinafter descrihed parcel; 3) Thence North 47'06'49" West for 731 59 feet; 4) Thence North 02'02'56" Hast for 0,70 f'ect; 5) Thence North 47°07'52" West for 59.52 Peet; 6) 'Thence North 43'12'49" East t6r 100.72 feet; 7) 'I1;ence South 40'47'08" East for 61.00 feet; 8) Thence North 88°45'0()" Exit for 0.64 lug!; 9) "Cheng: MU:11 47"14'37" Fast Cot, 41.99 feet; 10) Thence North 61°42'01" East for 21.07 feet; 11) TI1011ce .South 30°14'35" Fast for 2.75 feet; 12) 'i'laence North 012'06'0.3" Fast for 8-7.88 feet; 'Thence SOLIth 27°53'57" Fast, departing the pr-!vio(t ly descrihed existing seawall, for 60,00 feet; Thence South 62'06'03" West fOr 118.188 feet; Thence North 47'14'37" WLst tlor' 26.50 feet; Thence South 421'45'23" West Cor 11.49 toga to the Point OF H cginni n g. Containing 20,317 sq. l'[- or 0.47 acres more or fess. LEGAL DESC'RIP'TION (PARCEL 6B) (SUBMERGED LANDS ABUTTING FORMAL RESTAURA.T) A portian of`Tract A of Dinner Key, according to the plat thereol'as recorded in plat book 34, tit page 2, of the Public Records of Nfiami Dade C'ouno , Florida and a portion of Section 22, Towmship 54 South, Range 41 Fav, 1vfiami-Dadc County. Florida, more particularly described as fbfh:iws: C'ommenec at the Sourhwcst corner, of the Northwest 1/1, of said Section 22; Thence South 02124'44" bast, along the Southerly extension of the West Eine of (lie NW '/s of said Section 22, for 436.51 feet, "Thence North 86'2;"43" East for 75.86 feet to a point of intersection with the U.S. Pier -Head Bulld^.end line or 1939 as recorded. in Plat Book 74, at Pone 3, of the Public Records of Miami-Otide County, Florida, said point labeled HI.. -78-C and said line also Nein the Northwesterly line o1T1'11.F. Deed No. 19448 to City of Miami, recorded in Deed Book 31:10, at Page 260, of ate Public Records of Miawi-Dade County, Floridhi; -1-hence; alone said U.S- Pier -Heart Bulkhead line, for the following described four (4 ) course,;; 1) Thence South 77°01'17" .Gast, for 669.48 feet to a point labeled FIL-78-H on the previously nani.ed plat; 2) Thence North 74'011'10" East For 526.25 feet to a point labeled 141.1-78-A on the previously named, plat; 3) 'thence North 43'08'20" Gash for 250.00 feet to a point labeled RL -76 can the previously named plat, 4) Thence North 12'08'10" East for 88.25 feet; Thence along the outside face of an existing seawall and its Soutlierly extension for the following described two (2) courses; 1) Thence North 45'44'46" West sur 16.3.1 fent: 2) Thence North 46°50'16" West fin• 262.72 feet, Thence North 42145'23" Fast, departing the previously d.ese6bed existing, scawail for 71.49 feet; Thence South 47°14'37" Fast for 26.50 Feet, Thence North 62°0603" East for I18.88 Peet to the Point of Beginning of the hereinafter described parcel: 'Thence continue North 62°06'03" East tin' 175.75 .feet to the point of intersection with the previously described I'.S. Pier -Heart Bonehead line of 1939.1 Thenc: North 21'08'57' East, alo.ag the previously described line. for 146.73 feet; Thence North 76'03'06" West For I t9.88 Peet to a point of intersection with the outside Pace of an existing scawall; Thence along the outside fac.: of said existing seiwall for the following described three (3) courses; 1) Thence South 14'42'46" East for 53.81. feet to the point of curvature of ti circular curve concave to the North,aest.; 2) "thence southeasterly, southerly and southwest.crly, eilang the arc ofsaid curve to the right, havinc a radius o,"75,00 feet and a ccnlral itns,'e Of 80'48'49" [bra cli.vtttuee of 105.78 feet to the point oP tangency; 3) Thence South 62°06'03" West for 1 14.64 tire; to the Point of B ea inn.ina. Containing 20,579 sq. 11. or 0.47 acres more or less. Exhibit "B" Parking Property A PORPOM Or TRACT *A" OF 5VMAA5R XEY, ACCOZING W )WE PLAT 77•IEXEOF AS 825COM5D IN PbCr 6COK 34, PA6,C 2 Or rHr AZU0 PFCOR05 Or 040 -DARE' WUN`Al?' rLOM04 AND WR�' PARTKULARtY OL55CAW60 AS FMONS,, COMMENCE AT TIFF ffifiETSECTION OF THE Clrt' VONUMEW 44AiES OF SW4 27TH AVENUE WEE SWTH BAY Sh6off DRIVE AS Snow ON _,;wv P&Ar oi- apeiv5p KEr. RirvcE ,vcRrLl Ja 0EGIT8-s o VlMulis JI SECONDS fAs; AONG rKc M00AAWL-W 0,f OF SAX) 8AMOR5 LRW', FOR A OF 532.12 F' r' THENCE ZUTH 44 DEGREES J4 AMUTES 37 5�11WWS EAST. ALONG ME NORTMESTEP1,Y EXTFjV6X)V OF THE HISTORIC ME AS SHOWN ON r'MT 8(XNoARy VjRvty '01NMER KEY CONM , Njr/(),V COPERS AMCEW OWKWO LOT" PA)l-P.<FD 9'Y ZLI) COAST CONSULTANTS INC, cnATEO SFPMMR&9 30, 1.099,FOR A DISTANCE OF 7.262 FFA,' TO THE POINT OF BEGOININO OF ThE FOLLOWNG DESICRI60 PARCEL OF LAW; THEME NORTH 38 DEGREES 10 MINUTES J1 SECOWS EAST, AL6Wro' A LINE PARALLEL WITH AND 7400 FEET SCUIHEASTERLY Or, AS kfEASLRED AT RJGH7 MILES TO, THE UOKUPW I/W OF 540 YAM10RC ORM, FCW A 01.9rANCE OF 0063 FM M A POW7 00 A OWYE, _VX PO/Wr 49F_4 ,5 NORT'i 36 OEGliEES 38 kINUTE$ 40 $FCOI105 4VEST, FROM ME RADIUS POINT OF THE NEXT CLEXR/ufo CIRCIVIAR CURVE CONCAVE M THE 5000 UST W0 MV114' A RAMS OF 4500 FEET,, THENCE ALONG &110 CURVETO THEPJGPT FOP 01 ARC DISTANCE OF 7.25 [-'F57 TT)POUGH A CJI�-M?At ANGLE Or 9 DCORtf5` Q AiMrt3 10 ZCOAIDS TO A MlMr OF RtVEW CURMI'URZI K'W A CPAMAR CURVE COW AW rO (HE NORTHIVESr ANO WMG A RADVUS OF 70.6V M7; THEIVI,'E ALONG M0 CURVE M 7HE LEb'T FOR AN ARC VISIWVE OF VZTO FELT THROWN A CENTRAL ANGLE OF 22 VE-GRFES 24 MIMUTES 59 SECMPS 70 A POINT OF fANGENC'r,` HENCE NORTH JR DOREES 10 MINUTES J1 558CONDS EAST, ALONG A LINE PARALLEL WITH AND 84-50 Fp-E7 SOUTHEASTERLY OF, AS h(E-4SURED A7 riCiff AMLES 10, rXE AiOMWEAT LINE OF 5410 94MICAIF Mll�t FOR A 01SrAMF Of' 74,JJ FEET rO A PANT Or aMATURE 09,774 A 09CLAAR CURxIff CGS' Allf TO Rif NORTWEST ANO MWNG A FADIU,5 OF 70,00 FMTH&IXf ALONG �VD CURVE TO 7HE LEFT FOR AIV ARC DfSrXVCE OF .21.86 FEET TXROUGtf A CEMMAL ANGLE OF 17 DEGREES 5J XWUTE.3 48 SECONDS TO A POINT Of' R-91ERSE CURMY)?z' WITH A CIRCUDIR CURVE CONCAVE to THE soulwAsr ANO HAVING A RAMS' OF 86,0V FEET- INEWE ALONG _Mh7 CUI7VE W PfE RIONT FOR AN ARC DiSrANCE OF 26.65 rFFT THROUG14 A CrVMAL hlXLE OF 17 LtGRc-S 5J MINUTES 48 SECONDS TO A PCINt Or rMCENCY (Tpt ma' BEYTIONED Fl rp COURSES BEING ALONG THE EX43TA'S BACK OF W41K OF SAID RAYSrDRE XNE)THEA-GE NOPTH 38 DEGREES TO MINUTES 31 SECONDS ALONG A LWE PARALLEL WH AND 77.0+7 FEE_' SOUrHFASTERLY OF, AS VE4SURED AT Rickir ANGLE'S W, 7tX PONUMEW LIN' Or RAYSMORff DMI4 FOR A DMANGr OF 39.60 Ffrr TO A POINT' CN A CURVE; :SAID POINT 8CAR$ NORTH ?I 067 RIES 5J RINUTES 0- SECOWS WEST, FROV THE R49IUS PaNT OF THE IYE)rT DESCR13ED CIRCULAR CtJPVE CONCAVE TO ME SOIJMEAS'7 AAD YAWNC A RALYUS OF 15.0 FEET; THENCE .ALONG S40 CURVE TO thf R10,87' FOR AN ARC DISWICk' Or [J, J8 FEET 7TWOUGH A CENTRIL NA2 E OF 51 0,59ZES 05 iWNUIES 53 SZVCND5 TO A P6W OF COMPOUND CURVA-MRIF V117H A CIT MAR CURVE CONCAVE TO THE 501.17HAW AND RAIIIN61 A RAW.5 OF 25100 FEET, THENC"E ALONG SAA9 cuRvi- To TkIi RwHr FOR AN ARC A(STANCE OF MJ8 FES THROVnY A CEMIRAt ANGLE OF 26 DECREES 05 WNUTi7 12 2ECONOS TO A POINT OF TANGENCY; MENCEr 50Mi 34 DEGPITFS 44 V;NuFts 51 sEcoos EAsr FOR A DISTANCE OF 8,6P M -T, 7HENCt SOM JI P'cofirlS 11 MMI)IFS IV SE0ONC.S EA.Sr FOR A Di514NCE Or 207,40 FEET W A POINT Of WRIAMRf WITH A CIRCULAR CUAIVE CON64C TO ME NORTHEAST ANO WONO A R,401US OF' 60.00 FEF;' DVENCE AtOaC SAID CURVE TO ME 4fF7 FOR M ARC OISTAIAC.E OF JJ.93 FFr-T THROUGH A !MURAL ANGLE OF J2 DEGREES 24 UWLITES 01 SECOMS TO A POWl' Or tMIGEACY; THLEWCE SOUTH 63.DEGREES' J5 MIN ES 13 SECONDS EAST FOR A DISTANCE , OF 0.42 FEE7 rO A POW Or CUMMRJRZ' WfH A CIRCULAR' CURVE" COMC,4VE TO 7HE NORIN55ASr AND PIAVIX A RAD!US OF 7,'�X FEET- THENCE A4.0.610 SAID CUMeE TO THE LEFT FOR AN ARC 045-TANCE Or 1.9.66 FEET TRIT0416W A CENTRAL ANCLE OF .15 DEGREES 3,13 APNUMIZ J4 SECONDS TO A POINT OF MoVOEAIC16' THENCE SOUTH 79 DECREES 13 MINUTES 4.1 52CONDS E45T t -OP A OISTWCF Cr 6.47 FEET; T1t5'ICE S067H 15 A56REES 35 WNUMS 44 SE15COPIDS EASt 1`61R A 01S.M.NCE OF -09 FEET; rXEIVOP 50UPI 14 D,5cR_9ES 59 WJAUrLS 22 Z_00005' WtSr, ALOW TREE NORMIESTERLY ziIVE OF PAPCE7. 5, AS SHOWN i,5W TMT TOPOVRAPNIC .5UPVEY PREPARED OY WNUE1 C VEIM & A_-5XMTf3 0,17E) MARCH 5, 2012, FOR A OISTAACE OF 266,99 Fr�7; THENCE NORTH 4.4 OEGR_FES J4 UJNLIrfS 37 S-rr-ONDS WEST ALONG PiE HISTORIC 9,6Z8T­.Or'-WAY LINE AS 7W10Y 40IV TNA7 94OUN.Wy 5XRI�EY UNNER KEY coNlv!5,vr,,cp,r -Ewrm's AajqCEAIT PARKING LOT" PREPARED H'( GOLL) COALST- 0h3ffilq-RING CONSULTANTS INC WE'D SEPTEMBER 30 19-L7.9, FOR A DISPAICE OF 30442 F-FZ7 TO THE PO#J OF BEGINNING (-IWD r0t;R_lZE 90NO A40,vo AbUt PARALLEL WITH ANO 50,0.71' A-VE7 NORMISTiFRLY OF, AS Ak(WMj-LED Ar RIGHT ANSLES TO, A LW15 t5mat.5htL.) 8fAslMjV 174E 140AIM06 UNE OF aAr_,i?0RE ORPIE AVO rh4T CER AIN U.S.C. & 61.S, UOAIWcMr LOC IM) AT TRE ROOF OF 7RE CITY OF MOM HALL RUILDING AS SHOWN ON THAT SPE06c7C PURPOSE 6URVEY 1INAER KEY iWIRIlm AREA' PREEX'AREO BY t-TRA51N00 CATEU. VA.TE0 MARCH J 2000). SND PllfthL OF LAND CONTA[WffqG 79,J20 SQUARE rkEr 01? 1,92 ACRES MORE OR LESS LXWO AND RENG IN $0770N 22, IrWNSHIP 54 SOMM, RA 'WE 41 EAST; QPY OF AlIAM, MAM-DAVE Exhibit "C" Design (attached) Exhibit "D" INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE CONSTRUCTION COMPONENT GROVE BAY Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B, Endorsements Required City of Miami listed as an additional insured DOSP d/b/a Miami Parking Authority Continent and Contractual Liability Waiver of Subrogation Premises/Operations liability Explosion, Collapse and Underground Hazard Loading and Unloading II. .Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami included as an additional insured DOSP d/b/a Miami Parking Authority listed as additional insured Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation IV. Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury causedby disease, policy limit V. Umbrella Policy A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $ 10,000,000 Aggregate $ 10,000,000 City of Miami listed as an additional insured Excess Follow Form over all applicable liability policies DOSP d/b/a Miami Parking Authority VII. Owners & Contractor's Protective Each Occurrence $1,000,000 General Aggregate $1,000,000 City of Miami listed as named insured DOSP d/b/a. VI. Payment and Performance Bond $TBD City of Miami. and DOSP d/b/a Miami Parking Authority listed as obligees VIII. Builders' Risk Causes of Loss: All Risk -Specific Coverage Project Location Valuation: Replacement Cost Deductible: $10,000 All other Perils 5% maximum on Wind City of .Miami and DOSP d/b/a MPA listed as loss payees A..Limit/Value at Location or Site $ B, Coverage Extensions: As provided by the carrier The above policies shall provide the City of. Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A." as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Clldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Exhibit "E" Retail Configuration MOMGROVE 9AY PARKING GARAOF l ! ThEHMBOUR 2640 S BaySMI& bliarni. FL �rf , , -- �f D` ARQUITECTONICA 1 r�\ ij� } l a (\� ' T cos ear m a a�� ncup, LLC{ u xau J n r ,t D c .� { E \\` !,'_ °1111' U V• /� .... 4 lY,{� Sa �aeGuu I ' .� `4- = fi-F.�LKI . , '} j / C NE S:RT'O]YSut'.:F7. .I '1211t / ✓ ` l rr•F�asuv,n. i DO C ''r y. j, "' .:'� Ise ! t �Cn 5"Lyjo "-�`�� + ' �;\ i� �/ � • , 1''r `� ( ,\ � ARQUITfCTOMCAGED � E fid' ...:Z� , >' =:� �,� „- - . •.::-: '� : • % .ani T, �f ` = s; /J t�. (�'`F,�n, � I - I _-%"',G� _._Zt;:�5;-. :Gre:'.j.._: .J�sa�:�u5.W3_- i• �:� /!/f;1 .;�1.: '\�S i The MPA Site Spaces are generally located within the areas shown bubbled on this exhibit. The final location and r I j number of MPA Site Spaces shall be determined upon final approval by the City of the applicable plans for the, 1 re -development ofthe subject property oranymodification thereof. Grove Bay shall have the right to reconfigure a the MPA Site Spaces in order -to accommodate the entry and access points to the Parking Structure and future - R`.J service areas to accommodate tenants of the Marina Property and, from time -to -time, Grove Bay shall have the _5 rig 4 to temporarily close orf the MPA Sate Spaces, without compensation to the MPA, for construction staging,SITEPa AN special events and other similar types of temporary conditions or events- 4 A-11 I