HomeMy WebLinkAboutBack-Up DocumentsGROVE BAY PARKING FACILITIES AGREEMENT
BY AND BETWEEN
CITY OF MIAMI, FLORIDA, A MUNICIPAL CORPORATION ORGANIZED UNDER
THE LAWS OF THE STATE OF FLORIDA,
DEPARTMENT OF OFF-STREET PARKING OF THE CITY OF MIAMI, D/B/A
MIAMI PARKING AUTHORITY,
I
GROVE BAY INVESTMENT GROUP, LLC
GROVE BAY PARKING FACILITIES AGREEMENT
'Phis GROVE BAY PARKING FACILITIES AGREEMENT (this "Agreement") is entered
into this Y- ,day of j\ '-.,1r1 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 MPA and the City,
the "Parties").
RECITALS
A. The City owns the waterfront properties located at 3385 Pan American Drive and
51 Chart House Drive, Miami Florida., as more particularly described in Exhibit "A" (the "Marina
Property") and that certain property at the intersection of South Bayshore Drive and Pan American
Drive as more particularly described in Exhibit "B" (the "Parking Property").
B. Under the 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 terms in relation to the
parking obligations; however, the Lease does not fully describe the contemplated relationship
between the City, MPA and Grove Bay with respect thereto.
F. The MPA was created, pursuant to Section 23 of the Charter of the City of Miami,
Florida ("Charter"), to manage off-street parking facilities throughout the City of Miami.
G. The. Florida. Interlocal Cooperation Act of 1969, Chapter 163, Part I of the Florida
Statutes ("Act"), permits local governmental units to make the most efficient use of their powers by
enabling them. to cooperate with other agencies on a basis of mutual advantage and thereby to provide
services and facilities in a manner and pursuant to forms of governmental organization that will
accord best with the needs of local communities, such as those contemplated herein.
H. Pursuant to Sections 23 and 29-13(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 construction of the Parking Facilities, (ii) the respective obligations of the Parties with respect
to the operation of the Parking Facilities, including, without limitation, the Parking Facilities Retail
Area, (iii) the rights of Grove Bay and its Permittees to use the Parking Facilities; and. (iv) such
other agreements with respect to the Parking Facilities, including, without limitation, the Parking
Facilities Retail Area, contained herein.
NOW, THEREFORE, in. consideration of the mutual promises of the Parties contained
herein and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. Any word contained in the text of this Agreement will be
read as the singular or the plural and as the masculine, feminine, or neuter gender as may be
applicable in the particular context. Capitalized terms used but not defined herein will have the
meanings assigned to such terms in the Lease. Notwithstanding the foregoing, the following
capitalized terms shall have the following meanings:
"Approved Architect" shall mean any design professional listed as "Architect of Record"
for the construction of the Parking Facilities. The Approved Architect shall be certified under
481.219, Florida Statutes to practice architecture.
"Building_ Operating _Systems' shall have the meaning ascribed to such term in Section
2.4�d� of this Agreement.
"Business Day" shall mean Monday through Friday, inclusive, other than (i) holidays
recognized by the City of Miami or the federal government and (ii) days on which the City of
Miami or federal government closes for business as a result of severe inclement weather or a
declared national emergency which is given legal effect in the City of Miami, If any item must be
accomplished or delivered under this Agreement on a day that is not a Business Day, 'then it shall
be deemed to have been timely accomplished or delivered if accomplished or delivered on the next
following Business Day. Any time period that ends on other than a Business Day shall be deemed
to have been extended to the next Business Day.
"Certificate of OccupgM" 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 of this
Agreement.
"City shall have the meaning ascribed in the preamble of this Agreement.
"City Commission" shall mean the legislative body of the City as designated in the Charter
of the City of Miami.
"City Manager" shall mean the chief executive officer and administrator for the City and
which, unless stated otherwise herein this Agreement, shall be responsible for the primary
administrative decision-making authority for the City.
"Commercially _ Reasonable Business _Efforts" shall mean, that, as and when required, the
Person charged with making such effort is timely and diligently taking, or causing to be taken, in
good faith the steps usually and customarily taken by an experienced real estate lessee or owner,
as applicable, seeking with reasonable due diligence to lawfully achieve the objective to which the
particular effort pertains.
"Design" shall have the meaning ascribed to such term in Section 3.2 of this Agreement.
"Excess Parking 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 which
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 44.33
of this Agreement.
"Facility Parki_'ng Spaces" shall have the meaning ascribed to such term in Section 3.3(d)(2)
of this Agreement.
"Final Completion" shall mean that, after Substantial Completion, the MPA has completed
all punch list items to the reasonable satisfaction of Grove Bay.
"First Class Standards" shall mean a quality that is equal to or in excess of the quality of
first class mixed use parking and retail projects located in the Cities of Miami, Miami Beach, and
Coral Gables. .
"Governmental Requirement" shall mean building, zoning, subdivision, traffic, parking,
land use, plat and street or other public works, environmental, occupancy, health, accessibility for
disabled and other applicable laws, statutes, codes, ordinances, rules, regulations, requirements,
and decrees, of any federal, State -of Florida, Miami -Dade County, Florida, City of Miami, state,
county, municipal or other governmental or quasi -governmental authority or agency pertaining to
any or all of the Property.
"Grove Bay" shall have the meaning ascribed to such term in the Preamble to this
Agreement.
"Initial Trust Fund Contribution" shall have the meaning ascribed to such term in Section
1A(gto this Agreement.
"Interlocal Agreement" shall have the meaning ascribed to such term in the Recitals to this
Agreement.
"Lease" shall have the meaning ascribed to such term in the Recitals to this Agreement.
"Marina Property" shall have the meaning ascribed to such term in the Recitals to this
Agreement.
"MPA" shall have the meaning ascribed to such term in the Preamble to this Agreement.
"MPA Site Ste" 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.
"Property" shall mean, collectively, the Marina Property and the Parking Property.
"Property Directional Signage_lZcg_ime" 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&
of this Agreement.
"Qualified Parker" shall have the meaning ascribed to such term in Section 4.1 (a) of this
Agreement.
"Shared Plumbing Facilities shall mean the central plumbing system for the Parking
Structure.
"Substantial Completion" shall mean completion of the Parking Facilities, including the
Parking Facilities Retail Area, in accordance with the Plans and Specifications and. with all
Governmental Requirements (but not including improvements within the Parking Facilities Retail
Area intended for the occupancy of tenants beyond the Grey Shell Standards attached hereto as
Exhibit "E",), as evidenced by the following: (i) issuance of a certification given by the applicable
Approved Architect in AIA Form G-704 (or a certificate containing language substantially similar
to G-704 that is no less protective of owner than a G-704 certificate), and provided that the only
items of work necessary to complete the Parking Facilities consist of those items that will. not
materially interfere with the use and occupancy of the Parking Facilities for their intended purpose
(the punch list items), (ii) issuance of Certificates of Occupancy for the Parking Facilities
(including the Parking Facilities Retail Area), (iii) issuance of a certification by the MPA that
Substantial. Completion of the Parking Facilities (including the Parking Facilities Retail Area) has
occurred, and (iv) confirmation by the City of Miami and Miami -Dade County that the streets and
rights of way, as shown on the Plans and Specifications, can be used by the public for vehicular
and pedestrian purposes as shown on the Plans and Specifications.
ARTICLE II
LEASE
Section 2.1 Assignment of Rights by City. Pursuant to the terms of the Interlocal
Agreement, the City has assigned to MPA, among other matters, its rights and obligation with
respect to the Parking Facilities, including its obligation to construct the Parking Facilities and
provide the parking spaces for use by Grove Bay and its Permittees, each pursuant to the terms
and conditions set forth in the Lease, as amended in this Agreement. The intent of this Agreement
is to clarify the respective rights and obligations of the City, MPA and Grove Bay with respect to
the use by Grove Bay and its Permittees of the Parking Facilities and to delineate the obligations
of the City and MPA to Grove Bay 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, MPA, or Grove
Bay).
Section 2.4 Alterations.
(a) Grove Bay may, at its expense, make (or permit its Permittees to make) any
non-structural alterations, additions, improvements and/or changes to the Parking Facilities Retail
Area without the consent of the City or MPA. For avoidance of doubt, the City has entered into
this Agreement in its proprietary capacity and not in its governmental capacity. Therefore, the
City reserves all rights to review and approve any plans for alterations, additions, improvements
and/or changes to the Parking Facilities (whether structural or non-structural) in its governmental
capacity and pursuant to such laws, ordinances, and regulations adopted pursuant thereto.
(b) Grove Bay may, at its expense, make any structural alterations, additions,
improvements and/or changes to the Parking Facilities Retail Area with the prior consent of the
City (not to be unreasonably withheld, conditioned or delayed by the City). Grove Bay shall be
responsible for applying, paying for, and securing any and all 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 Operating
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 Parking Facilities.
(a) MPA shall be responsible for construction of the Parking Facilities in
accordance with the Design to achieve Final Completion of the Parking Facilities. The MPA, at
its sole cost and expense, will seek and obtain all necessary government approvals and permits for
the construction of the Parking Facilities, including, but not limited to, approvals necessary to
permit the uses contemplated by this Agreement and the Lease.
(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 255.0.5, Florida Statutes, and all applicable codes and
ordinances.
(c) Except to the extent specifically provided in this Agreement with respect to
those obligations of the MPA related to the Parking Facilities, in no event shall either party have
any liability to the other under this Agreement for construction of the other party's improvements
(d) The Parties further agree that the Parking Facilities shall be constructed and
the Parking Facilities Retail Area delivered. to Grove Bay in accordance with the following
minimum requirements:
(1) the Parking Facilities Retail Area shall be constructed (and delivered
to Grove Bay) substantially in accordance with. the "Gray Shell Standards" attached to the Lease
as Exhibit "E";
(2) the Parking Facilities will consist of a three level parking garage
containing not less than. 333 parking spaces within the Parking Structure and 80 surface parking
spaces within the Parking Property (collectively, the "FacilityParking Spaces") and approximately
40,000 square feet: of first floor retail space, and such other portions of the Parking Facilities set
forth in the Plans and Specifications;
(3) the Parking Facilities shall be completed in accordance with all
Governmental Requirements necessary for issuance by the applicable Governmental Authority of
a Certificate of Occupancy, and delivered to Grove Bay broom -clean and free from debris caused
or created by the MPA or its agents, employees, contractors, and subcontractors and in a 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 be adjusted
proportionately to reflect the Certified Area.
Section 3.4 Parking Trust Fund Contribution.
(a) Current Status. The Parties acknowledge and agree that Grove Bay deposited.
$1,242,500 with the City in compliance with. Grove Bay's obligation related to the Initial. Parking
Trust Fund Contribution as set forth in Section 4.10 of the Lease (the "Initial Trust Fund
Contribution") and that the Lease provides that the total aggregate contribution (inclusive of the
Initial Trust Fund Contribution) payable by Grove Bay towards the construction of the Parking
Facilities is $4,970,000. However, under Section 4.10 of the Lease, the City is obligated to return
the Parking Trust Fund Contribution to Grove Bay if the MPA has not obtained building permits
for, and commenced construction of, the Parking Facilities by January 1, 2015. The Parties
acknowledge and accept without objection that the MPA has not obtained building permits for, or
commenced construction of, the Parking Facilities by January 1, 2015. In addition, under Section
4.10 of the Lease, the amount of the Parking Trust Fund Contribution was based on constructing
Parking Facilities with 497 parking spaces and, as such, the reduction of the size of the Parking
Facilities (as set forth in the Design) would entitle Grove Bay to an equitable reduction in the
overall Parking Trust Fund Contribution. Furthermore, as set forth in Section 4.10 of the Lease,
the City agreed to finance Grove Bay's Parking Trust Fund Contribution over 20 years; however,
the City and the MPA have requested that, and Grove Bay has hereby agreed to, pay the full amount
thereof in conjunction with the construction of the Parking Facilities.
(b) Agreed Accommodations. Grove Bay hereby agrees to waive its entitlement to a
return of the Parking Trust Fund Contribution as a result of the matters set forth above and hereby
agrees to waive its entitlement to finance the Parking Trust Fund Contribution as contemplated by
Section 4.10 of the Lease, which waivers are based on the accommodations set forth in this
Agreement and further conditioned on the following agreement hereby reached between the
Parties; (i) the City will release the Initial Trust Fund Contribution to MPA upon MPA delivering
notice to the City that the MPA has received the applicable building permits to construct the
Parking Facilities, (ii) the Parking Trust Fund Contribution (in the amount modified herein) will
be released or paid to MPA in conjunction with the construction of the Parking Facilities as set
forth in Section 3.6 of this Agreement, (iii) the aggregate amount of the Parking Trust Fund
Contribution shall be a stipulated amount of $4,000,000 (which stipulated sum is based on
multiplying the total number of parking spaces within the Parking Structure by $12,000), (iv)
Grove Bay will deposit the balance of the Parking Trust Fund Contribution (a total of $2,757,500)
in a separate, segregated and limited purpose account in the name of Grove Bay (evidence of which
to be provided to the City and MPA), within thirty (30) days of the MPA delivering notice to Grove
Bay that the MPA has received the applicable building permits to construct the Parking Facilities,
(v) the City will return to Grove Bay the Initial Parking Trust Fund Contribution. (and, for
avoidance of doubt, Grove Bay's obligation to make any future contribution related thereto shall
terminate) if the MPA has not obtained building permits for, and commenced construction of, the
Parking Facilities, within twelve (12) months after the Possession Date, (vi) the phrase "Parking
Facilities Conditions," as defined in the Lease, is hereby amended to replace the reference to
`approximately 497 parking spaces' with "approximately 333 parking spaces within the parking
garage and 80 surface parking spaces within the property in which the Parking Facilities are
located," (vii) the third sentence of Section 4, 1.1 of the Lease is hereby deleted in its entirety and
replaced with the following: "Notwithstanding the foregoing, if the Parking Facilities Conditions
are satisfied, but only after January 1, 2018, then the amount of the Minimum Base Rent shall
remain at $1.9 million and will not increase to $2.0 million as set forth above and, if the Parking
Facilities Conditions are satisfied, but only after June 1, 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 S17,900,000. 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(d)(1) of
this Agreement, the MPA will. complete the Parking Facilities Retail Area substantially in
accordance with the "Gray Shell Standards" described on Exhibit "E" attached to the Lease. The
Parties hereby agree that the Parking Facilities Retail Area shall be configured in accordance with
the configuration attached. hereto as Exhibit "E" (the "Retail Configuration"). At any time prior to
the submission of the Design to the City for approval of the building permit plans, the MPA and
Grove Bay may mutually agree to modifications of the Retail Configuration (without the need to
amend this Agreement). If Grove Bay requests modifications to the Retail Configuration after
submission of the building permit plans for approval by the City, but prior to Substantial
Completion of the Parking Facilities Retail Area, then MPA agrees to work cooperatively with.
Grove Bay to modify the design to accommodate .such request; provided, however, that MPA does
not have to agree to any changes that (i) will materially delay the construction or Substantial
Completion of the Parking Facilities or (ii) result in a change order or any additional material costs
to the MPA for which the Grove Bay has not expressly and unconditionally agreed to assume such
additional costs.
, Section 3.6 Progress Payments for Construction of Parking Facilities. The MPA will
have the right to receive payments from the Parking Trust Fund Contribution (in the amount as
modified under Section 3.4(b of this Agreement) pursuant to a draw down schedule to be mutually
agreed to by the MPA and Grove Bay and subject to the following procedures and conditions: (i)
on the first day of each month, the MPA will submit to Grove Bay an application for payment,
certified by the project architect, including a statement from the MPA as to the percentage of work
performed up to the last day of the previous month and the amounts sought therein from the
Parking Trust Fund Contribution for labor and materials furnished to the project; (ii) within ten
(l0) 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 Trust Fund Contribution, which amounts Grove Bay has deposited in escrow
with the City.
ARTICLE IV
OPERATION OF PARKING AREA
Section 4.1 Facility Parking Spaces.
(a) Upon Substantial Completion of the construction of the Parking Facilities, the MPA
will make the Facility Parking Spaces accessible to Grove Bay, for use by Grove Bay and its
Permittees, and their respective employees, patrons and customers, suppliers and contractors (the
"Qualified Parkers") on a non-exclusive basis. The Facility Parking Spaces 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
(subject to the specific limitations set forth in Section 4.2 of this Agreement). MPA shall have the
right to collect parking revenues from the parking spaces located within the Parking Property,
subject to the limitations in Section 4.2 of this Agreement.
(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 MPA Site Spaces and the other accommodations
reached with Grove Bay in this Agreement, the MPA agrees (i) that, through the twentieth
anniversary of this Agreement, the MPA will not charge any parking fee for the first one-half (1/2)
hour that a Qualified Parker's vehicle is parked within the Property; (ii) that, for the term of this
Agreement, the MPA will not charge any parking fee to any person using the Parking Structure
that stores a boat at the Marina Property (the 66Qualified 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 Bayo
The means of parking validation within the Property shall be determined by the MPA in the
exercise of its reasonable discretion; provided, however; that if the validation process selected by
the MPA creates operational issues, beyond a minor inconvenience, for the tenants located within
the Property, then the MPA will in good faith consult with Grove Bay to revise operations and
implement improvements thereto.
(c) For avoidance of doubt, the agreement set forth above regarding the use of the
parking spaces managed by the MPA within the Property are in addition to the provisions in the
Lease, which the MPA hereby agrees and acknowledges to, providing (i) that, for the first year
after Final Completion of the Parking Facilities, the MPA will not charge any parking fee for the
first hour and a half (1.5) that a Qualified Parker's vehicle is parked within the Property (subject
to appropriate validation), and (ii) that, for the second year after Final Completion of the Parking
Facilities, the MPA will not charge any parking fee for the first hour (1) that a Qualified Parker's
vehicle is parked within the Property (subject to appropriate validation).
Section 4.3 Opening of Parking Facilities. Prior to the issuance of a Certificate of
Occupancy for the Parking Facilities, MPA shall make its reasonable effort to make available to
Grove Bay such parking spaces as necessary to operate and open the development contemplated
for the Marina Property to the public prior to the Final Completion of the Parking Facilities, on the
same basis as the Facility Parking Spaces, within the existing parking garages and parking lots
owned or controlled by MPA or the City of Miami within close proximity to the Property (the
"ExistingParking Facilities"). However, MPA's failure to make such parking spaces available shall
not be deemed a default of this Agreement if the MPA has undertaken reasonable efforts to make
available to Grove Bay such Existing Parking Facilities and, under such circumstances, the Parties
hereby agree to work cooperatively to find solutions that would permit Grove Bay to meet any
applicable parking requirements imposed by applicable law or zoning code or if the failure to make
such parking spaces available are due to public safety and public liability considerations, The
obligations of the MPA set forth in this Section 4.3 are in addition to the obligations of the City
related to the same subject matter as contained in the Lease.
Section 4.4 Signage. MPA. shall institute and enforce a uniform signage regime for
the Parking Facilities that will apply to all directional signage (the "Property Directional Signage
Regime"), which the MPA may revise from time to time. Grove Bay and its Permittees shall
have the right to place all other signage on the Parking Property (including, without limitation, any
signage related to the uses established by Grove Bay or its Permittees within Property), which right
shall be subject only to the requirements of applicable laws, and regulations including City and
County Sign Codes, and the requirements set forth in the Lease. Other than signs consistent with
the Property Directional Signage Regime, the MPA shall not install (or permit any other party to
install) any other signage within the Parking Property.
Section 4.5 Nature of Parking_ Facilities. The Parking Facilities will serve as Public
(Municipal) Parking Facilities and. will be open and accessible to the public during all hours of
operations. Nothing in this Agreement will be construed or interpreted to change their essential
and primary nature as Public (Municipal) Parking Facilities nor will Grove Bay undertake any
actions to undermine their character as such. The Parking Facilities, excluding the Parking
Facilities Retail Area, will be managed, supervised and controlled by MPA.
ARTICLE V
MAINTENANCE OF PARKING FACILITIES
Section 5.1 Maintenance of Parking Facilities.
(a) Following Final Completion of the Parking Facilities, MPA shall keep and
maintain or cause to be kept and maintained the Parking Facilities (including the non-structural
components of the Parking Facilities Retail Area) in a good and safe state of repair and in a clean
and orderly condition, complying with First Class Standards. All maintenance, monitoring and
repair conducted by the MPA during regular business hours of those businesses operating within
the Parking Facilities Retail Area shall be scheduled, whenever practicable after input from Grove
Bay, to minimize disruption of such businesses, except in an emergency (where telephonic notice
and input shall be given as soon as possible). The City will reimburse the MPA, in the manner set
forth in the Interlocal Agreement, for the cost of maintenance of the non-structural components of
the exterior of the Parking Facilities Retail Area.
(b) The MPA will be responsible for periodic repainting of all exterior surfaces
of the Parking Facilities, maintaining all landscaping within the Parking Property, and maintaining
its equipment, fixtures, furnishings, and other personal property in good condition and repair. All
maintenance shall be at the MPA's sole cost and expense and will be subject to a continuing quality
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 N of the Lease Agreement and, for avoidance of
doubt, such insurance shall cover the MPA Site Spaces and, to the extent applicable, name Grove
Bay as an. additional insured in. such policies. The Parties acknowledge that the inclusion of this
requirement is not intended to waive or limit the provisions set forth in Section 768.28, Florida
Statutes.
Section 5.2 Covenants of the Parties. The Parties shall comply (as applicable) with
the following covenants during the term of this Agreement;
(a) Except with. respect to the rights granted to Grove Bay and its 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 Parking Structure and. the equipment contained therein
must at all times be adequately ventilated, filtered and maintained and any odors therefrom must
be exhausted and dispersed in accordance with First Class Standards.
(e) Each Party shall treat the respective areas of the Parking Property within its
control as often as necessary to keep it free and clear of all pests, including rodents and insects.
(f) MPA shall operate, repair, maintain, monitor and replace any damaged or
defective, cooling towers, condenser water loop and other HVAC equipment within the Parking
Structure (but only to the extent such equipment was installed by the MPA to service areas within
the Parking Facilities other than the Parking Facilities Retail Area) to a First Class Standard,
subject to interruption for repair, replacement, emergencies and Force Majeure Events.
(g) MPA shall operate, repair, maintain, monitor and replace the Shared
Plumbing Facilities within the Parking Structure to a First Class Standard; provided, however, the
expense of any breakage, stoppage or damage to the Shared. Plumbing Facilities caused, in whole
or in part, by Grove Bay or its 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
RESTORATION
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.
ARTICLE VIII
REMEDIES
Section 8.1. Self -Help R_ i hits. In the event MPA or Grove Bay fails to perform any
of its non -monetary obligations under this Agreement and such failure continues for more than
thirty (30) days after delivery of written notice by the non -defaulting party to the defaulting party
that such obligations have not been performed, or if such obligations are not susceptible to being
performed within thirty (30) days, if such party fails to commence any such performance within
the thirty (30) -day period and prosecute the same diligently to completion, then the non -defaulting
party shall have the right but not the obligation to perform such. obligations on behalf of and for
the account of the defaulting party, The non -defaulting party shall complete any repair, restoration
or other work it undertakes pursuant to this Section 8.1 in a good and workmanlike manner in
accordance with all Governmental Requirements, good industry practice and First Class Standards.
The non -defaulting party is hereby granted an. easement across the defaulting party's portion of the
Property to effect its self-help rights hereunder, provided that exercise of its rights hereunder shall
be carried out so as to minimize disruption with the operations on the defaulting party's portion of
the Property and shall not unreasonably interfere with, delay or impair the ability of the defaulting
party or its successor to complete improvements on its portion Property or cause a breach of the
peace . If a party exercises its sell -help rights under this Section 8.1 following a breach by the
other party, the defaulting party shall reimburse the non -defaulting party for an amount equal to
all documented labor and materials direct costs actually incurred, verified and expended and
substantiated by the non -defaulting party in connection with such exercise of its self-help rights
under this Section 8.1 the authority to enter into this Agreement and provide to Grove Bay all
rights and benefits which are the subject matter of this. The self-help rights shall not be used to
commit a breach of the peace and. may only be exercised in accordance with Florida
Landlord/Tenant Law.
Section 8.2 Other Remedies.
MPA, the City, and Grove Bay shall each have such other remedies available at law or in
equity by virtue of the laws of the State of Florida for breach by the other hereunder.
Section 8.3 Limitation of Liability.
Notwithstanding anything to the contrary contained in this Agreement, each party
specifically agrees that the liability of each other party hereunder shall be limited to the right, title
and interest of such party in and to its portion of the Property, the improvements and any other
land or improvements on its portion of the Property.
ARTICLE IX
EASEMENTS
Section 9.1 General.
(a) This Agreement shall allow and provide for easements necessary and
required for the purposes expressly set forth in the Lease and for the benefit of the officers,
employees, patrons, licensees and guests of the City, the MPA, Grove Bay and its Permittees. The
grant of an easement by a grantor shall bind and burden its Property which shall, for the purpose
of this Agreement, be deemed to be the servient tenement (but where only a portion of the Property
is bound and burdened by the easement, only that portion shall be deemed to be the servient
tenement), and shall survive the total or partial destruction of the subject matter of the easement
and. shall run with the land.
(b) The grant of an easement to a grantee shall benefit its Property which shall,
for the purpose of this Agreement, be deemed to be the dominant tenement (but where only a
portion of the Property is so benefited, only that portion, shall be deemed to be the dominant
tenement),
(c) Unless expressly provided otherwise, all easements granted herein are non-
exclusive and in common with the Party of the servient tenement, and irrevocable for the term
herein, provided for any such easement, and for the benefit of the Party of the dominant tenement.
Any easement provided or reserved under this Agreement which is designated as nonexclusive
shall permit the Party of the servient tenement to utilize such easement areas for its own. purposes
and/or grant other easements or interests therein which are not inconsistent with that of the
dominant tenement hereunder or with this Agreement.
(d) The grant of an easement shall run to the benefit of the Party that is the
grantee of such easement, its successors and assigns; and the grantee of such easement, its
successors and assigns as Party of the Property so benefited by such easement shall have the right
to allow its Permittees to use such easement subject to the limitations in this Agreement.
(e) All easements granted hereunder shall be utilized in compliance with all.
Permits and other Governmental Requirements and in accordance with First Class Standards.
(f) All easements granted hereunder shall exist by virtue of this Agreement,
without the necessity of confirmation by any additional document. No easement may be terminated
except by written instrument signed by the Party that is a grantee of such easement provided the
consent of that party will not be unreasonably refused, delayed, conditioned or denied. Upon the
termination of any easement. (in whole or in part) or its release (in whole or in part) in respect of
all or any part of any Property, the same shall be deemed to have been terminated or released
without the necessity of confirmation by any other document. However, upon the request of the
Grove Bay or the MPA, as the case may be, and at such requesting Party's expense, such Party will
sign and acknowledge a document memorializing the existence (including the location and any
conditions), the 'termination (in whole or in part), or the release (in whole or in part), as the case
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 nonexclusive right, subject and subordinate at all times to the rights of the City and the general
public to the following:
(a) easements in the common area of each parcel for ingress to and egress from
other parcels;
(b) easements in the common area of each parcel for the passage of vehicles;
(c) easements in the common area of each parcel for the passage and
accommodation of pedestrians;
(d) easements for access roads across the common area of each parcel to public
and private roadways;
(e) easements for the installation, use, operation, maintenance, repair,
replacement, relocation and removal of utility facilities in appropriate areas in each such parcel;
(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;
0) appropriate reservation of rights to dedicate road rights -of --way and curb
cuts;
(k) easements in favor of each such parcel for pedestrian and vehicular traffic
over dedicated private access roads; and
(1) easements in favor of Grove Bay and its Permittees to use the covered areas
(breezeways and walkways) adjacent to the Parking Facilities Retail Area (except such areas as
necessary to permit pedestrian movement through the Parking Structure) for outdoor seating,
special events, and other ancillary uses related to the business conducted therein.
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 limitations in
this Agreement provided such Permittees shall observe and obey applicable rules and comply with.
this Agreement. No Permittees, other than heirs, successors, and assigns of the applicable Party
that is the grantee of an. easement, shall acquire any rights in, to or under any easement.
Section 9.4 Utility Easements.
Nothing contained in this Agreement shall be deemed to prohibit or limit the right of MPA
and Grove Bay to (i) grant easements to any governmental unit, public body and/or utility company
for the construction, installation, operation, maintenance, monitoring, repair, relocation,
modification, extension or alteration of sanitary sewers, storm drainage systems, fire protection
installations, gas, water, electric power and lighting and telephone lines, mains and trunks in, under
or across its Property, or (ii) transfer or assign to any public body and/or utility company any of
the easements on its Property with respect to utilities granted to the other Party hereunder, without
the necessity of the payment of any compensation to the grantee of such. easement.
Section 9.5 Rights Temporarily to Close and to Enter in Emergencies.
MPA and Grove Bay each reserves the right to chose off its portion of the Property or any
improvements on its portion of the Property temporarily for (a) such reasonable periods of time as
may be legally necessary to avoid the possibility of dedicating the same for public use or to prevent
the acquisition or creation of prescriptive rights by anyone; and (b) such reasonable periods of time
as may be reasonably necessary for cleaning, repair, alteration, improvement or maintenance or as
required for emergencies provided that this shall not change the character of the Parking Facilities
as an area for public parking. Furthermore, MPA and Grove Bay each reserves the right to enter
the respective Party's Property, as applicable, in case of emergency in order to prevent or minimize
damage or destruction to personal property, the improvements on such Party's portion of the
Property or to preserve and protect the health and safety of persons, as such MPA and Grove Bay,
as applicable, shall deem necessary or desirable in such emergency situation. In exercising such
right, MPA and Grove Bay each will use reasonable efforts under the circumstances not to interfere
with the use of such easement area (or the operations of the Building's structural, mechanical,
electrical, or plumbing systems (including telecommunication systems, data systems and life -
safety systems) by the grantee thereof.
Section 9.6 Additional Easements.
To the extent the Plans and Specifications provide for additional conduits, lines, wires,
equipment, mains, pipes, cables or other facilities on or running through one Property but serving
the other and such facilities are actually constructedas part of the Parking Facilities, each of MPA
and Grove Bay hereby grants to the other easements to the extent required to install, lay, maintain,
monitor, repair, replace and use the same, subject to the 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 Party shall execute document(s) to confirm such additional
easements and shall record such document(s) against the affected Property(s) in the public records
of Miami -Dade County, Florida. Any additional easements granted pursuant to this Section 9.6
shall be non-exclusive unless otherwise agreed by the applicable Party(s)..
Section 9.7 Term of Easements.
Unless specifically otherwise provided in this Agreement, the easements granted in this
Agreement shall automatically expire on the termination of this Agreement without the necessity
of further action.
ARTICLE X
NOTICES
Section 10.1 Notice.
Any notice, communication, request, reply or advice or duplicate thereof in this Agreement
provided or permitted to be given, made or accepted by either party to any person must be in
writing and may be given or be served by e-mail, or by personal delivery, or by using a recognized
overnight delivery service and shall be sent or delivered to the e-mail or physical address for each
party set forth below, or such other addresses as may be designated by ten (10) days' prior notice.
If to the MPA at:
Chief Executive Officer
Miami Parking Authority
40 NW 3rd Street, Suite 1103
Miami, Florida, 33128
With a, copy to:
City Attorney
Office of City Attorney
444 SW 2nd Avenue, 0 Floor
Miami, Florida 33130
If to Grove Bay at:
Grove Bay Investment Group, LLC
2640 South. Bayshore Drive
Miami, Florida 331.30
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 33 t 30
If to the City at:
City Manager
444 SW 2nd Avenue, 10th Floor
Miami, Fl. 33130
Notices shall be deemed to be effective (A) if by e-mail at the time and on the date when sent
(provided that the sender of such communication shall also deliver a duplicate copy thereof by
sending within one (1) Business Day via mail, overnight delivery or courier, to the appropriate
parties), or (B) if personally delivered, as shown on a receipt therefor (which shall include delivery
by an internationally recognized delivery service) on the date of delivery or on the date delivery
was refused by the addressee.
ARTICLE XI
ASSIGNMENT, SUBLEASES, AND TRANSFER
Section 11.1 Assignments, Subleases, and Transfers.
(a) Grove Bay shall not require the approval of either the MPA or the City in order to
sublease any portion of the Parking Facilities Retail Area to a Permittee if such use constitutes a
Permitted Use under the terms of the Lease Agreement. Any transfer or conveyance of the interests
of Grove Bay in this Agreement (other than a sublease as permitted in the preceding sentence)
shall require approval of the City Manager and the Executive Director, which approval. may not
be unreasonable withheld, delayed or conditioned; provided, however, that any transfer or
conveyance of this Agreement in conjunction with an Assignment of the Lease approved in
accordance with the procedures set forth therein shall be deemed an approval of the transfer or
conveyance of this Agreement. A transfer or conveyance by Grove Bay of its interest pursuant to
any approved transfer or conveyance shall be deemed to release Grove Bay from all further liability
arising under this Agreement in respect of any period after the date of such transfer or conveyance,
(b) If any portion of the Property is, directly or indirectly, sold or otherwise transferred,
such transferees shall be subject to this Agreement and the transferees shall be bound by its
transferor's obligations and enjoy its transferor's benefits hereunder as fully as if such transferees
were originally parties hereto, and such obligations and benefits shall run with and be binding upon
the Property and be binding upon all subsequent owners thereof, including any easements, claims
or liens arising under this Agreement against a prior Party of a Property which shall continue as to
any transferee of such Property. For avoidance of doubt, if the MPA dissolves, or for any other
reason the rights and obligations of the MPA are transferred to the City or any other instrumentality
of the City, then the references in this Agreement to MPA shall be deemed, for all purposes, to be
references to the City or any successor entity to the MPA.
Section 11.2 Priority of Agreement.
The parities all expressly understand, acknowledge and agree that municipal real property
of the City or of MPA cannot be mortgaged, lien or pledge and that any such lien, encumbrance ,
is disallowed under Florida law and expressly disallowed. by the City and MPA. This Agreement
and the rights, interests, liens and easements created hereunder shall be prior and superior to any
Mortgage or other lien upon or against any interest in Party's Property other than such liens as by
law have priority over the lien and operation of this Agreement.
ARTICLE XII
MISCELLANEOUS
Section 12.1 Entire Agreement. This Agreement, the Exhibits attached hereto and
forming a part hereof as if fully set forth herein, and the Lease constitute all of the covenants,
promises, agreements, conditions and understandings between the parties concerning the Parking
Facilities and there are no covenants, promises, conditions or understandings, either oral or written,
between them other than as are herein. and therein set forth. No party nor its respective agents have
made nor shall be bound to any representations with respect to the Parking Facilities except as
herein expressly set forth, and all representations, either oral or written, shall be deemed to be
merged into this Agreement. No course of prior or future dealings between the parties or their
officers, employees, agents or affiliates shall be relevant or admissible to supplement, explain or
vary any of the terms of this Agreement. Acceptance of, or acquiescence in, a course of
performance rendered under this or any prior agreement between the parties or their affiliates shall
not be relevant or admissible to determine the meaning of any of the terms of this Agreement. This
Agreement has been negotiated "at arm's length" by and between the parties, each having the
opportunity to be represented by legal counsel of its choice and to negotiate the form and substance
of this Agreement, and therefore in construing the provisions of this Agreement no party will be
deemed disproportionately responsible for draftsmanship.
Section. 12.2 Written Amendments. Except as herein. otherwise provided, the Parties
may only amend, alter, change, or modify this Agreement by execution of written instrument
signed by all of the Parties.
Section 12.3 Independent Parties. It is understood and agreed by the parties hereto
that this Agreement does not create a fiduciary or other relationship between the parties, other than
contracting parties. The parties are and shall be independent contracting parties and nothing in
this Agreement is intended to make any party a general or special agent, joint venturer, partner or
employee of any other for any purpose.
Section 12.4 GaYptions 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 term, covenant or condition of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.
Section 12.6 Waiver. Failure on the part of any party to complain of any action or
non. -action on the part of the other, no matter how 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 12.7 Time is of the Essence. Time is of the essence with respect to the
performance of every provision of this Agreement in which time of performance is a factor.
Section 12.8 Governing Law. It is the intent of the parties hereto that all questions
with respect to the construction of the Agreement and the rights and the liabilities of the parties
hereto shall be determined in accordance with the laws of Florida and that all disputes arising
hereunder shall be heard and. decided in 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 Trial. The parties hereby waive trial by jury in any action,
proceeding or counterclaim. brought by either of the parties hereto against the other on, or in respect
of, any matter whatsoever arising out of or in any way connected with this Agreement, the
relationship of the parties hereunder, Grove Bay's use or occupancy of the Parking Facilities and/or
any claim of 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 12.13 Number; Gender. Whenever required by the context, the singular shall
include the plural, the neuter gender shall include the male gender and female gender, and vice
versa.
Section 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 full force and effect; (ii) this Agreement has not been modified or amended (or if
it has, a list of the amendments); (iii) the party requesting the estoppel certificate is not then in
default; (iv) the parties have fully performed all of their respective obligations thereunder; and (v)
such other statements as reasonably may be required by any party or any other appropriate party
such as their respective partners, investors and lenders. Failure to respond to an estoppel request
within fifteen (15) Business Days following the date of request shall, constitute certification as true
and correct, in all material respects the statements contained therein.
Section 12.23 Covenants Run With the Land. It is intended that the covenants, grants,
easements, agreements, promises and duties of each party as set forth in this Agreement, shall be
construed as covenants and not as conditions, and that, to the fullest extent legally possible, all
such covenants shall run with and be enforceable against both the covenantor and the affected
Property or constitute equitable servitudes between the Property of the respective covenantor, as
the servient tenement, and the Property of the respective covenantee, as the dominant tenement.
Unless the content indicates otherwise, every covenant, easement, agreement and promise of each
party as set forth in this Agreement shall be deemed a covenant, easement, agreement and promise
made for the joint and several benefit of the other parties and every duty of each party as set forth
in this Agreement shall be deemed to run to and for the joint and several benefit of the other parties
Section. 12.24 Licenses and Permits.. Accept as provided for herein, Grove Bay shall, at
its sole cost and expense, apply for, secure and obtain any and all licenses, approvals, consents,
and permits necessary in connection with any tenant's use and occupancy of the Parking Facilities
Retail Area.
Section 12.25 Compliance with Laws. Grove Bay accepts this Agreement and hereby
acknowledges that its compliance with all applicable laws, ordinances and codes of federal, state
and local governments, as they may apply to this Agreement.
[signature page follows]
INWITNESSWHEREOF, the parties have executed this Grove Bay Parking Facilities
Agreement, or have caused the same to be executed, as of the date and year first above written.
ATTEST:
1
BY:
ATTEST:
BY:
Todd B. Hannon
City Clerk
(Affix City Seal)
GROVE BAY INVESTMENT GROUP LLC, a
limited liability company of the State of Florida
B
N
T
MIAMI PARKING AUTHORITY,
an agency and instrumentality of the
City of Miami, Florida
BY:
Arthurriega
Chief Ex 'cutive Officer
CITY OF MIAMI, a municipal
corporation of the State of Florida
R
Daniel J. AB66
City Manager /
:'ROWED Ar'O FORM AND APPROV AS T
CTN - REQU EMENT
Victoria Men ,6.--" Anne-Mar'e Sh.
Fity Atto y' Risk Ma gem,
..�-kclr-lgceb
Director
Exhibit "A"
Marina Property
LEGAL DESCRIPTION (PARCEL 1)
(NIARINA/BOATYARD ,UPI,ANDS)
A portion of Tract A ofDinner Key, according to the plat thereofas recorded in plat book 34, at page 2, of'
the Public Records of Miarni Dade County, Florida and a portion of'Section 21 Township 54 South. Range
41 East, Miami -Dade County, Florida, more particularly described as tallows:
Commence at the Southwest corner, of the Northwest `/,, of said Section 22; "Thence South 02°24'44" East,
along the Southerly extension of the West line of the NW li4 of said Section 22, for 436.51 feet; Thence
North 86°27'4:3" East for "75.86 feet to a point labeled HL -78-C° said point being a point of intersection with
the U.S, Pier -Head Bulkhead line of 1939 as recorded in Plat Book 74, at Page 3, of the Public Records of
Miami -lade County, Florida, said line also being the Northwesterly line of'T.I.I.I=. Deed No, 19448 to City
of Miami, recorded in Deed Book 3130, at Page 2.60, of the Public Records of 'vliarni-Pride County,
Florida,- Thence along said I.I.S. Fier -Head Bulkhead line, for the follow ins described four (4) courses; 1)
"thence South 7710 P] 7" Fast, for 669.48 feet to a point labeled I -II:. -78-13; 2) Thence North 74'08'10" Fast
Cor 526.25 feet to a point labeled HL -78-A; 3) "Thence North 43°08'20" East for 250.00 feet; 4) Thence
North 12'08'10" East for 88.25 feet; Thence North 45°44'46" West, departing the previously described line,
for 3.75 feet to a point on the outside face of an existing Seawall; Thence along the outside: race of said
seawall for the following described twelve (12 ) courses, 1) Thence continue North 45'44'46" West for
12.58 feet; 2) Thence North 46150'16" West for 262.72 feet to the Point of Beginning of the hereinafter
described parcel; 3) Thence North 47°06'49" West for 7:3.59 fret; 4) Thence North 02'02'56" East for 0.70
feet; 5) "1"hence North 47°07'52" West for 59.52 feet; 6) Thence North 43°12'49" East for 100.72 feet; 7)
Thence South 46'47'4$" past for 61.00 feet; 8) Thence North 88'45'00" East for 0.64 feet; 9) `Thence South
47'14'17" Fast tier 41.99 feet; 10) Thence North 61 °42'01 "lyrist firr 21.07 feet; 1 1) Thence South 30'14'35"
East for 2.75 feet; 12) Thence North 62°06'03" East for 5.4:3 feet to a point of intersection with the
Southerly extension of an oxisting chain link fence; Thence along said chain link fence and its soutlierly
extensxon for the bolfowing described three (3) courses; 1) Thence 'North 49°34'23" West fbr 26.67 feet; 2)
Thence ,South 49''46' 11 " West for I4,07 1'ect; 3) Thence North 46''34'27" We,t for 48.90 feet to a point of
intersection with the Southeasterly extension of the edge of an existing concrete slab; Thence along the
previously described edge of concrete and its Southwesterly and Northerly extensions for the following
descried five (5) courses, 1) Thence North 41°51'1x:1" East for 19.89 feet; 2) Thence North 45°40'17" West
for 20.02 Leet; 3)) Thence North 4 f'5 116" East for 10,30 feet; 4) Thence North 48''08'44" West k)r 26.07
feet; 5)Thence North 43017'10" Fast for 63,60 fleet to a point of intersection with the Boundary line of the
tract of land described under kxhibit A ua that certain Lease Agreement recorded in Official. Records Book
9916, at Page 1 110, of the Public Records Of Miami Dade County, Florida; I"hence along the previously
described Boundary line, and its Northerly extension, for the following described two (2) courses; I
Thence North 761117'34" West torr 63.38 foct; 2) Thence North 12055'213" East for 135.99 t4ct to a point of
intersection with the Y a.ck of an existing concrete sidewalk; Thence along the back ref said concrete
Sidewalk, for the flollowvin(described twenty one (21) courses, I) Thence North 47°44'58" West lox 12.22
OW to It point of curvature of a Circular curve concave to the Northeast; 2) Thence Northwesterly, along the
are of'said carve to the right, having a radius of 98.00 feet and a central angle of 169 t'40" fora distance of
213.27 feet to the point of tangency; :3) Thence North 31°1 3118" West for 14.48 Feet to a point o:rfcurvaCtrre
of 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 arrd.a central ankle of 110=38'35" fora distance of 20.32 feet to a point of
tangency; 5) Thence North 42°51'53" West for 5. 10 feet to a point of curvature of a circular curve concave
to the Southwest; 6) Thence Northwesterly, along; the are of said curve to the left, having a radius of 33.00
feet and a central angle of 33°27'08" for a distance of 19.27 fret to the paint of wrigeney; 7) Thence North
76°19'01" West for 64.42 feet; 8) Thence South 13°5756)" West for 1.47 feet; 9) Thence North 75°50'29"
West for 25.93 feet; 10) Thence North 45°02'51" West far 18.31 feet to a point Of Curvature 01* 8 circular
curve concave to (fie Southwest; 11) Thence Northwesterly, along the sic af'said curve (Q the left, having a
radius of" 64.79 feet and a central angle orf 1 1°21'21" for a distance of 12.84 feet to the point of tangenc'V;
12) ,I`bence North 56'24'12" West. for 5.41 fret to a point of eurvature ce(` a circular curve concave to the
Northeast; 13) Thence Northwesterly, along the are of said curve to the right, having, a radius of 23.50 feet
and a central angle of 30''5$'59" for a distance of 12.71 teet to (lie point of tangency; 14) Thence North
2.5025'13" West for 6.96 feet to <a point ot' curvature of it circular curve concave to the South; 15) Thence
Northwesterly, along the arc of said curve to the lett, having a radius of 3.00 feet and a central angle of
51'39' 10" for it distance of 2.70 feet to the point of tangency; 16) Thence North 77"04'23" West for 125,67
feet to a point of curvature of a circular curve concave to the S utlt; 17) 'thence Northwesterly, Westerly
and Southwesterly along the are ol'said curve to the lett, having a radius of 10.15 feet and a central angle of
14"26'49" for a distance of 2.56 feet to the point of tangency; t8) "Thence South 88''28'48" West for 17.55
feet; 19) Thence North 76'52'13" West for 28.42 feet; 20) Thence South 76°07'5$" West for 40.18 feet to a
point olcurvature of circular cu.rre concave to the Northwest; 21) Thence Southwesterly, along; the are of
said: curve to the right, having a radius of 43.33 feet and a central angle of 09'48'56" for a distance cif' 7.42
feet to a point of intersection with a line parallel with and 95.00 feet Northwesterly of, as nlcasured at right
angler, the Northwesterly outside face of an existing building; Thence South 13" 01'32" West, along the
previously di.-,cribed line, for 135.75 feet; Thence South 12 46'52" West, departing the previously
described line, for 37.38 feet to a point of intersection with it line parallel with and 95.00 feet Northwesterly
of, as measured at right angles, the Northwesterly outside face of an existing building, ':thence South 13
07'29" West, along the previously described lime and its southerly extension, far 148.75 feet; 7 hence South
07°43'57" West for 9.81 feet; ['hence South 49°47'3.5" West for 4.49 feet; Thence Soutli 43°01'12" Fast For
77.73 feet; Thence South 43'33'00" Vast for 54.15 feet; Thence South 43°26'13" East l'or 4 55 feet, Thence
South 48106'57' last for 20.77 feet to it point of curvature of a circular curve concave to the northeast;
..thence Southeasterly, along the arc of said curve to the left, having a radius of 374.00 feet and a central
angle of 09°28' 16" for a distance of` 61.82 feet to the point of tangency; Thence South 57'35'13" East for -
23.28 feet: Thence Sou h 80'19'31" East Iter 172.00 feet; Thence South 79'19'15" East for 13.23 feet to it
point of intersection with the back of an existing concrete sidewaIR manning along the north side of pan
American Drive; Thence along the back of said existing side-tvalh and its northeasterly extension, for the
following described five (5) courses, 1.) "Thence ,South 74°54'37" East for 28.80 feet; 2) 'l'laence South
77°42'57" East for 5.71 feet to a point of curvature of a Cilculaz- curve concave to the Southwest;, 3) Thence
Southeasterly, along the are of said curve to the right, hawing a radius of 222.00 tact and a central angle of
21'55'13" for <a distance of 84.93 feet to a point on raid curve; 4) Thence North 87°54'54" East for 5.28
feet; .5) Thence North 42'23'11 " East fiar 11.27 fec;t to the Point of Begictnin -,
ContatnIng,, 195,848 sol. ft. or 4.50 acres more or less.
LEGAL DESCRIPTION (PARCEL 2)
(FORMAL RESTAUR-ANT
& RESTAURANT PARKING)
A portion of Tract A of Dinner Key, according to the plat thereof as recorded in plat book 34, at pane 2, of
the Public Records of Miami Dade County, Florida and a portion of Section 22, Township 54 South, Range
41 Cast, Miami -Dade County, Florida, more particularly described as follows:
Commence at the Southwest cornet`, ofthe Northwest Vi, of Said Section 22; Thence South 02°24'44" East,
along the Southerly extension of`the West line of the NW 114, of said Section 22, tier 4.36.51 feet; Thence
North 8602.7'43" Toast for 75.86 feet to a point of intersection with the US, Pier -Head Bulkhead line of
1939 ai recor(Jed in Plat Book 74, at Page 3, of the Public Records of Mrarni-Dade County, Flonda, said.
I7crtrtt labeled HL -78-C and said line also being, the Northwesterly litre of"f.lY, Deed No. 19448 to C'iry of
Miami, recorded in Deed Book :3130, at Page 260, of the Public; Records of Miannn-Dade County, Florida;
Thence along. said U.S. Pier -Head Bulkhead line, for the following described four (4) courses; 1) thence
South 770VI7" Past, for 669.48 feet to a point labeled I -II.. -78-B on the previously named plat; 2) Thence
North 74608'10" East for 526.25 feet to a point labeled I -II, -78-A on the previously named Flat; 3) Thence
North 43°08'20" East for 250.00 feet to a point labeled III., -76 on the previously named plat: 4) "I`hence
North 12°08'10" East for 88.25 feet; Thence North 45°44'46" West, departing the previously described line,
f'or 3.75 feet to a point on the outside face of an existing Seawall, Thence along the outside face of said
seawall for the following described fifteen (15 ) courses; 1) Thence continue North 45'44'46" West for
12.58 feet; 2) Thence North 46150'16" West for 262.72 feet; 3) Thence North 470649" West for 7159
feet; 4) Thence North 02'02'56" East for 0.70 feet; 5) Thence North 47'07'52" West for 59.52 feet; 6)
I'lrence North 44't2'4(:" East fir 100.72 feet; 7) Thence South 46°47'08" East for 61,00 feet; 8) `]'hence
North 88°45'00" Nast for 0.64 feet; 9) Thence South 4761417" East for 41.99 feet.; 10) 'Thence North
61'42'01" East for 21,07 feet, 1.1) Thence South 30'14'35" Fast for 2,75 feet; 12) Thence North 62'06'0:3"
East for 87.€18 feet to the Point of Be_, innini4 of the hereinafter described parcel; 13) Thence continue North
62606'0:3" Fast for 114.64 feet to a point of curvamre of a circular curve concave to the West, 14) Thence
Northeasterly, Northerly and Northwesterly, along the arc of said cane to the lett, having a radius of 75,00
feet and a central angle of 80°48'49" for a distance of 105.78 feet to the point of tangency; 15) 'I`lrenee.
North 18°42'46" West for 101.33 feet to a point on the northerly right-of-way 'line of Chart House Drive as
shown on the Sketch of survey dated January 14, 1985 referred file No. mise, 6l-1 9 rev, and prepared by
Schwebke & Shiskin and Associates and as shown on that Specific Purpose Survey at Ditiner Key Marina,
prepared by Biscayne Engineering ; ]"hence North 76'03'06" West, along the previously described line, for
226.31 feet; Thence South 39°0$'26" West, departing the previously described northerly right-ot' way line,
for 12.87 feet to a point on the northerly edge of pavement of Chart house Drive said point being on a
circular curve concave to the Northeast and said point bears ;South 45°04'04" West frorn the center of said
carve; Thence along the northerly edge ot'pavenrent of said Chart Flouse ]give for the following described
three (3) courses, 1) Thence Southeasterly along the arc of said curve to the left, having a racitus of 273.78
feet and a central angle of 04"52'06" for a distance of 23.26 feet to a point; 2) Thence South 29'13'50"
West for 21.82 feet to a paint on it circular curve concave to the Northeast and said point bears South
38"44'40" West frorn the center of Said curve; 9) Thence Northwesterly along the arc of said curve to the
Right, having, a radius of 348.97 feet and a central angle of 04°24'23" for a distance of 26.84 feet to a point
of intersection with the Boundary line of the tract of land described tinder Exhibit A in that certain Lc,%t e
Agreeraient recorded in Official Records Bock 9916, at Page 1110, of the Public Records of Miami Wdc
County, Florida; Thence along; the previously described Boundary line, and itis Northerly extension, for the
following described two (2) courses; 1) Thence South 12°55'28" West for 152.77 feet, 2) Thence South
76' 17'34' T.ast for 63.38 feet; 'Thence North 43'tTl0" East, departing the previously described boundary
line, for 5.77 feet; Thence South 74'27'18" East for 13,19 feet to a point of curvature of a circular ct,trve
concave to the Southeast; Thence Southeasterly, along the are of said curve to the right, having a radios of
31,50 feet and a central angle of :13'77'09" East for a distance of 18.48 feet to the point of tangency;
'Thence South 40°50'09" East for 37.58 feet to a point on the northerly end of an existing C'13.S. wall;
Thence: South 49°09'51" West, along the northerly encs of said existing C'.F3,S, wall for 0.4,3 feet to a point
on the southerly facer of said existing C.B.S. wall; Thence South 38059'48" East, along the southerly face of
said existing C'.13,S. wall and its southerly) extension, for 84.41 feet to the Point ctt:l -eiunurg.
Conlaining 58,242 scl ft or 1.34 acres more, or less.
LEGAL DESCRI[PTIO'IN (PARCEL 3)
(CASUAL RESTAURANT UPLANDS)
A portion of Section 22, Township 54 South, Range 41 East, N/lIami-Dade County. Florida, more
particularly described as tallows:
Commence at the Southwest corner, of the Northwest IA, of said Section 22; Thence South 02'24'44" East,
along tht: Southerly extension of the West line of the NW !/4 ofsaid Section 22, for 436.51 feet; Thence
North 8602T43" East, departing the previously described line, for 75.86 feet to a point labeled HL -78-C
said point being a point of intersection with the US, Pier -Head Bulkhead line of 1939 as recorded in Plat
Book 74, at Page 3, of the Public Records of Miami -Dade County, Florida, said line also behig the
Northwesterly line of'T.1117. Deed No. 19448 to City of Miami, recorded in Deed Book 3130, at Page 260,
of the Public Records of"Miami-Dade County, Florida, Thence along said U.S. Pier -Head Bulkhead line,
for the tbilowing described four (4) courses, 1) Ihence South 77'01'17" East, for 669.48 fcet to a point
labeled IIL-78-1 2) Thence North 74'0810" East tear 526.25 feet to a point labeled HL -78-A-, 3) Thence
North 43°08'20" East lor 250,00 teet to a point labeled HL -76; 4) Thence North 12"08'10" East for 88.25
feet to a point of intersection with the southerly extension of the outside face of' an existing Seawall;
Thence along the outside face of said seawall and its switherly extension for the following described twelve
(12) courses-, 1) Thence North 45'44'46" West for 16.33 feet, 2) Thence North 46'50't6" West tbr 262,72
feet; Thence North 47'06'49" West for 7:3.59 feet, 3) Thence North 02'02'56" East for 0.70 feet, 4) 1 licrice
North 47'07'52" West for 59.52 feet,- 5) Thence North 4-1'12'49" East for 100.72 t'cet, 6) Thence South
46'47'08" Fast for 61.00 foot; 7) Thence North 88"45'00" East for 0.64 feet; 8) Thence South 47'14'.17"
East for 41.99 feet, 9) Thence North 61'42'01" East for 21.07 feet, 10) Thence South 30°I4"15" East fbr
2,75 feet; 11) Thence North 62106'03" East for 5.43 feet to the Lloint of Hcai.)nnixia of the hereinafter
described parcel-, 12) Thence continue North 62'06'03" East for 82.45 feet; Thence North 38'59'48" West,
departing the previously described face of the seawall and running along the tiouthcrly face of an existing
C,B.S. -,vat[ and its southerly extension, for 84,41 feet; Thence North 49'09'51" East along the northerly
end of said C.B.S. wall for 0,43 feet to a point on the Edge of an existing Asphalt paveinent: ['[)once along
the Edge of said Asphalt Pavement and its. Northwesterly extension, for the fotlowing described three (3)
couj,s,cs, 1) Thenee North 40'50'09" West for 37,58 feet to a Point of curvature of circular curve concave
to the Southwest; 2) "I'lience 'Northweswrly, alotio the arc of said curve to the left, having a radius of'31.50
foct and a central angle ot'33'37'09" for a distance of 18.48 feet to the point oftangency: 3) I'lience -North
74'27'18" West for 13. t9 feet to a point on the Northeasterly extension of the edge of an existing concrete:
Thence along the previously described edge of said concrete and its Northeasterly and Southwesterly
extensions for the following descried five (5) courses; 1) Thenec South 43'17'10" West for 69.37 feet; 2)
Thence South 48'08'44" East for 26.07 feet; 3) Thence South 41'51'16" West for 10.30 feet-, 4) Thence
South 45'40'17" East for 20.02 feet; 5) Thence South 41'51'16" West for 19.89 feet to a point of
intersection with an existing chain. link fence; Thence along said chain link fence and its southerly
extension for the following described three (3) courses; 1) Thence South 46'34'27" East for 48.90 feat; 2)
Thence North 4904611 " Fast for 14,07 beet, 3) Thence South 49'14'23" East for 26.67 feet to the Point of
Begoijmiij,-.
Containing 12,356 sol, ft. or 0,284 acres more or less.
LEGAL DESCRIPTION (PARCEL 6A)
(MARINA SUBMERGED LANDS)
A portion of Tract A ot'Dinner Key, according to the plat thereof as recorded in plat book 34, at page 2, of'
L
the N�ibljc Records ofN flarril Dade County, Florida and a portion of Section 22, Township 54 South. Range
41 Cam, Miarni-Dade County, Florida, more particularly described as follows:
Commence at the Southwest corner, of the Northwest V4, of said Section .12; I'hence South 02'24'44" Fast,
along the Southerly extension of the West line of the NW 1/4 of said Section 22, for 4.16.51 feet; Thence
'North 8612743" East for 75.86 feet to a point of intersection with the U.S. Pler-Head Bulkhead line of
1939 as recorded in Plat Book 74, at Page 3, of the Public Records of' Miami -Dade County, Florida, Said
point labeled Hl, -78-C and said line also being the Northwesterly line ot—F.I.I.F. Deed No 19448 to City of
Miami, recorded in Deed Book 3130, at Page 260, of the Public Records of N41arni-Dade County, Florida,
'llience along said 11.S. Pier -Head Bulkhead line, for the following described six (6 ) courses; 1) Thence
South 77'01'17" East, for 669,48 feet to a point labeled HL -78-B on the previously named plat; 2) Thence
North 74'08'10" East for 526,25 teet tori point lal)cicd 1-11-48-A on the previously named plat, 3) Thence
North 43110820" East for 250.00 feet to a point labeled HL -76 on the previously named plat-, 4) Thence
North 12'08'10" East for 88.25 feet; Thence along the outside face of an existing seawall and its Southerly
extension for the following described twelve (12 ) courses, 1) Thence North 45'44'46" West for 16,33 feet:
2) 1 -hence North 46'50'16" West for 262.72 feet to the Point or Beginning of the hereinafter descrihed
parcel; 3) Thence North 47'06'49" West for 73,59 feet; 4) Thence North 02'02'56" E'ast for 0.70 (ect: 5)
Thence North 47'07'52" West for 59,52 feet, 6) Thence North 43'12'49" East for 100.72 feet; 7) Thence
South 46'47'08" East for 61.00 feet; 8) Thence North 88'45'00" East for 0.64 feet, 9) 'Renee South
47'14'37" East lot, 41.99 feet,, 10) Thence North 61'42'01" East for 21.07 feet: I t) Thence South 30'[4'35"
East for 2.75 feet; 12) Thence North 62'06'03" East for 871.88 feet, Thence South 27'53'57" Fast, departing
the PNVIOLISly described existing, seamll, for 60.00 feet; 1 -hence South 62'06'03" West for 118.88 feet;
Thence North 47'14'37" West for 26.50 reet; Thence South 421045123" West for 71.49 feet to the Point of
Beginnill'U.
Containing 20,317 sq. I'L. or 0.47 acres more or less.
LEGAL DESCRIPTION (PARCEL 613)
(St;BIVIERGED LANDS ABUTTING
FORMAL RESTAURANT)
A portion of Tract A of Dinner Key, according to the plat thereof as recorded in plat hook 34, at page 2, of
the Public Records of Miamr Dade C'ounty, Florida and. a portion of Section 22 Township 54.South, Range
41 lust, jVlianti-Dade County, Florida, 11101'0 particularly described as tolhaws.
Commence at the Southwest corner, of'the Northwest'/., orsaid Section 22; Thence South 02'24'44" Fast,
along the Southerly extension of the West line of the `F'V '/a cit'said Section 22, for 436.51 feet; Thence
North 86127'43" East for 75.86 feet to a point of intersection with the U,S. Pier -Head Bulkhead line or
1939 as recorded. in Plat Book 74, at Page 3, of the Public Records of lvtiami-Dade County, Florida, said
point labeled HL -78-C and said line also being the Northwesterly line ol" Ll.IT, Deed No. 19448 to City of
Miami, recorded in Deed Book 3130, at Pate 260, of the Public Records o1`Nlianii-Dade County, Florida;
Thence along said U.S. Pier -Head Bulkhead line, for the following described four (4 ) courses; 1) 'Thence
South 77101'17" .Fast, for 669.48 feet to a point labeled HL -78-13 on the previously named pleat; 2) Thence
North 74'06'10" Fast for 526.25 feet to to point labeled i- L -78-A on alae previously named plat; 3) Thence
North 43°08'20" East for 2.50.00 feet to a point labeled UL -76 on the previously narned plat, 4) Thenec
North 12008'10" East for 86.25 feet; Thence along the outside face of an existing seawall and its Soutl erly
extension for the hallowing described; two (2) courses; 1) Thence :North 45"44'46" West liar f6.33 feet. 2)
Thence North 4615()'16" West: ['or 262.72 feet, Thence North 422°45'23" last, departing the previously
described existinc, sctrwall for 71.49 feet; Thence South 47'14'37° East for 26.50 feet, Thence North
62106'03" East for 118.88 feet to the Point of Beginning of the hereinafter described parcel; Thence
continue North 62°06'03" East for 175,75 feet to the point of intersection with the previously described
U.S. Pier -Head Bulkhead line cif 1939; Thence North 21°0$'57' East, along* the previously described lint:.
for 146,73 fret; Thence forth 76103'06" West for 119.88 feet to a point of intersection with the outside
face of an existing seawall; "Thence along the outside face of said existing seat -all for the followinv
described three (3) courses; 1) Thence South 18°42'46" East for 53.81 fr=et to the point of curvature offt
circular curve concave to the Northkvcst; 2) Thence southeasterly, southerly and southwesterly, along? the
are of said v'tarve to the right, having a radius of 75.00 feet and a central tangle of 230°48'49" fora distance of
105.78 feet to the point of tangency; 3) Thence; South 62'06'03" West for 114.64 feet to the Point of
Dt_ ainnin r.
Containing 20,579 sq, ft. or 0.47 acres more or less.
Exhibit "B"
Parking Property
A PORTION Or TRACT v OF q9INER KEY ACCORDING To rpit PLAI- THERtor, As RtcoRLE0 IN PLAT BOOK 34, PAGE
2 OF THE PUBLIC RECORDS Or YOW-GLADE' COI NI�: FLORIDA AND kORE PARMWARLY Dt"SMSEO AS fOLLOWS,
COMMENCE AT Ifff W7FRSECTION OF THE CITY MONUMENT LINES OF SW 27TH AVENUE WtM SOUTH BAY SHORE DRIVE
AS SHOWN ON SAID PLAT Of" DfNNER KEY 7HENCENORTH 38 DEGREES 10 MINUTES 31 SECONDS EAST, AONC THE
401UME-Air LAiE OF SAlf) 8AMORE DRIVE; FOR A DISTANCE Or 632,12 I`M; IHENZ SOUTH 44 DEGREES 34 MINUTES
37 SECONDS EAST, ALONG THE NORTHWESTERLY EXTENSION Or* THE HISTORIC RVHF--0E-W4Y UNE AS SHOWN ON AIMT
8M4VCKRY SURVEY IMNER REY CONVENTION CENTER'$ AWAceyr PARMNO Lor PRspmp BY GOLD qcAsT
ENGMERNIC CONSULTANTS INC DATED SEPTER&R 30 19919,FOR A DISTANCE OF 7,762 FFET TO THE POINT OF
BEGINNING OF THE FOLLOMNG DESCRIBED PARCEL OF LAND; THENCE NORTH 38 DEGREES 10 MINUTES JI SECONDS
EAST ALONG A LINE PARALLEL WI in AND 77.00 FEET SOUTHEASTERLY OF� AS ME5ASLWEV AT RIGHT ANCLES TO, THE
PoNumew LINE Of' S40 BAYSHORE ORAIE, FOR A DISTANCE OF 60,8J FEET rO A POINT ON A, CURVE; -%o POINT
BEARS NORTH 36 DEGREES 49 MINUTES' 40 SFCONE�5 WkST, FROM TPE RADIUS POINT OF THE N. -XT DESCRIOED
CIRCULAR CURVE CONCAVE TO THE SOULYSIST AND, HAVING A RACIUS OF 4500 FEET; THENCE ALONG SAID CURVE To
IHE RIGHT FOR AN ARC DISTANCE OF 7.25 FEET THROUGH A CENIIZAL ANGLE Or 9 DEGREES 113 M)NUrtS 60
SECONDS fO A Pow OF REVERSE CURVATURE Kl`H A CIRCULAR CURVE CONCAVE TO rXE NORTHYYI`Sr AND MVING A
RA,D1U6 OF 70,00 FE47; THENCE ALONG SAID CURVE TO THE LEFT FOR AN ARC, DISTANCE OF 2ZJ6 FELT THROUGH A
CENTRAL ANG4 E OF 22 DEGREES 24 MINUTES .39 SECONDS TO' A POINT OF rANGENC r; THENCE NORTH 35 DEGREES 10
MINUTES 31 SECONDS EAST, AL0116 A LINE' PARALLEL WITH AND 84,50 FEET S001HEASTERLY 01= AS Mr-ASURLED AT
R1(7iir ANGLES TO, ME 4WAIUMENT LINE' OF SAW BAYSHORF ORWE MR A 015MCE OF 7*JJ FEET rO A PONT Or
CURVATURE WITH A CIRCULAR CURVE CONCAVE TO THE NORTHWEST AND HAWNG A RAD0.5 OF 70,00 f -E,47; THENCE
ALONG SAID CURVE TO THE LEFT FOR AN ARC DISTANCE OF 21,86 = THROUGH A CENTRAL ANGLE OF 17 DEGREES
53 MINUTES 449 SECONDS TO A POINT OF REVERSE CURVATURE WITH A CIRCULAR CURVE' CONCAVE TO THE SOUTHEAST
AND MWN4G A RADIUS OF 85.00 FELrr' 7HENCE ALONG S40 CURVE M THE R10HT FOR AN ARC Di$IAXIE OF 26.55
FZtr THROUGH A CENTRAL AiNGLE OF 17 DEGREES 5J MiNUr.P-5 48 SECONDS TO A Pow or TANGENCY (77)t LAST
MENTIONED FIVE COURSES BEING ALONG THE EXISTING &CK OF WALK OF SAID BAY910NE DRIVE); THENCE NORTH J8
DEGREES 10 MINUTES JI SECONDS EAST, ALONG A LINE PARALLEL WrH AND 7700 FEET SOUTHEASTERLY OF, AS
MEASURED At RgHr ANGLES TO; THE WNUAIENr LINE Or %D BAYSHOR65 DML,, FOR A DiSrANCr- OP 39.60 rftf TO A
POINT' ON A CURVE; .SAID POINT SEARS NORTH 21 XOREES 53 AMUTES 46 SECONDS WEST fRaV NE RADIUS POINT
OF TIME NEXT DESCRIBED rJRCbTAR CURVE CONCAVE TO THE S007NEAST AND HAWAIG A WILIS OF 1800 FEET; THENCE
ALONG SAID CURVE TO THE RIGHT FOR AN ARC DISTANCE OF f3,J8 FEET THROUGH A CENTRAL ANGLE OF 51 DEGREES
06 MINUTES 53 SECONDS TO A POINT OF COMPOUND CuAAMNE V11TH A CIRCULAR CURVE CONCAVE TO THE
SOU`IHEST AND HAVING" A RADIUS OF 25'00 FEET;' THENCE ALONG S41D CURVE TO THE RXHr FOR AN ARC ,DISTANCE
OF 11-38 FEET THROUGq A CENTRAL ANGLE OF 26 DEGREES 05 MINUTES 12 SECONDS TO A POINT OF TANGENCY;
THENCE SOUTH 34 DEGREES 44 0NUTES 51 S'k-COADS E4sr FOR A DISTAWt OP- 8.61 r-EET, TREVCe SOUTH Jl
OEOfit'LtS 71 MINUTES 12 SECONDS CAST FOR A DISIANCE OF 20740 FEET TO A POINT OF CURVATURE` 0911 A
CIRCULAR CURVE CONCAVE' TO THE NORrHEAST AND DIVING A RADIUS OF 60.00 kEET MENCE ALONG S41D CURVE TO
THE LEFT FOR AN ARC OISTANCE OF 339J FEET THROUGH A C91TRAL AN04E OF 32 DEC REFS 24 UZAVOTES 01
SECONDS 7-0 A POINT Or tAV00yCY; THENCE SOUTH 63 DEGREES 35 MiNUMS 13 SECONDS EAST r0R A DiSrANCE, OF
0:42 FEET TO A POINT' OF r.VRVA.rURf WITH A MCULAk CURVE CONCAVE TO THE NORTHEAST AND heAVING A RADIUS Or
72,00 FECr; 7HENCE AUIVV V10 CURD' TO IHE LEFT FOR AN ARC DkSTANCC OF 19.66 fEfT THROUGH A CENTRAL
ANGLE OF t5 DEGREES 38 MINUTES J4 SECONDS TO A POOVT OF TANGENCY' THENCE SOUTq 79 DEGREES 13
MINUTES 47 SECONDS EAST FOR A DISTANCE OF 6,47 FEET, THENCE SOUTH 75 !DEGREES 35 YNIUIES 44 SECONDS
EAST FOR A DISTANCE OP 4J0 FEET; rh-PNOF SOUTH 14 LOEOREE'S 59 MINUTES 22 SECONDS WEST, ALONG Aff
WRTHWESTERtr ONE OF PARCEL 5, AS SHOWN ON THAT TOPOGRAPHIC SURVEY PREPARED 6Y UANUE4 0, VERA &
ASSOC). ITTS DATED MARCH 5, 2012, FOR A RSTAVOE OF 2S6,99 FEET; THENCE NORTH 44 DEGREES J4 )VINUTES 37
SCCOMM OF5,r ALONG THE HISMRIC Rl6HT-0jv-WAY LINE' AS SHOWN ON TWAT BovivDARY suRvEy zmw Ary
CONVENTION CENTERS ADJACENT PARKING LOT"' PREPARED BY GOLD COAST EPAGINEE RING CofflSVLTAylVr5 INC DAto
SEPTEMBER JOA 109, FOR A DISTANCE OF 394.43' FEET TO THE POINT LY BEGjNfijjIjG (SOD COURSE BEING` ALONG
AbIX PARALLEL WITH AND .549,00 FEET NORIHM%ShERLY OF, AS MEASURED At RIGHT ANGLES M, A LINE MABLfSH.80
8ETWEEN VIIE koNuy-rml, UNE OF NYSINOYE ORATE' AND rH4r C-EPT11N USC & GS. MONUMENT LOCATED AT THE
RG -OF OF THE CITY OF MAUI HALL BUILDIMS' AS SHOWN ON THAT SPECIRC PURPOSE' SURVEY UNNER KEY XMRiIM
AREA- PREPAREO BY FERAPANQ0 CATEII, f)ATEO MARCH j, 2000),
SAID PARCEL OF LAND CONTAIAW6 79,320 SQUARE FEET OR 1,62 ACRES 407E OR LESS
t Y)NO AND BEING AN SEC77ON Z�E, IOWNSHIP 54 SOUTH, RANGE 41 EASr, CITY OF MIAMI, iIAkI-t)ADE
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
Il. 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
0
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 caused. by 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 S
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, Oldwick, 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.
Z,z
Exhibit "E"
Retail Configuration
il0
GROVrE RAY PARKING GARAGE oil.
NI AM 10 ago
2
4
THE HARBOUR
11 2640 S Bayshore Miami, FL
> D!�'rARQUITECTUNICA
G— Day h-t�.d C -P, LLC i
4J
C
/I A
S
V
0 so 100
13
131
'A
4—
'A
The MPA Site Spaces are generally located within the areas shown bubbled on this exhibit. The final location and
number of MPA Site Spaces shall be determined upon final approval by the City of the applicable plans for the
redevelopment of the subject property or any modification thereof. Grove Bay shall have the right to reconfigure
is
'A the MPA Site Spaces in order to accommodate the entry and access points to the Parking Structure and future A
service areas to accommodate tenants of the Marina Property and, from time -to -time, Grove Bay shall have the
right to temporarily close off the MPA Site Spaces, without compensation to the MPA, for construction staging,
special events and other similar types of temporary conditions or events.
2 3 a
kx'•
.. .. ...
4
THE HARBOUR
11 2640 S Bayshore Miami, FL
> D!�'rARQUITECTUNICA
G— Day h-t�.d C -P, LLC i
4J
C
/I A
S
V
0 so 100
13
131
'A
4—
'A
The MPA Site Spaces are generally located within the areas shown bubbled on this exhibit. The final location and
number of MPA Site Spaces shall be determined upon final approval by the City of the applicable plans for the
redevelopment of the subject property or any modification thereof. Grove Bay shall have the right to reconfigure
is
'A the MPA Site Spaces in order to accommodate the entry and access points to the Parking Structure and future A
service areas to accommodate tenants of the Marina Property and, from time -to -time, Grove Bay shall have the
right to temporarily close off the MPA Site Spaces, without compensation to the MPA, for construction staging,
special events and other similar types of temporary conditions or events.
2 3 a
SITE PLAN
A-010
nip
C/)
jUITECTONICAGEO
7
SITE PLAN
A-010
BENEFITS TO THE CITY OF MIAMI OF
AMENDED PARKING AGREEMENT
Original Cost of Proposed Garage:
Revised Cost of Proposed Garage:
Savings to City:
$16,680,000
$13,287,789
$3,392,211
[The Parking Agreement obligates the City/MPA to construct a parking garage with 333 parking spaces and 80
surface parking spaces. The Amended Parking Agreement modifies the obligation, which permits the City to realize
the referenced cost savings.]
Parking Trust Fund Contribution: $4,000,000
Current Obligation to Make Parking Trust Fund Contribution: $0
Revised Parking Trust Fund Contribution: $3,036,000
[The Lease Agreement obligated the City/MPA to commence construction of the parking garage within 12 months of
the possession date. The condition was not satisfied and, as a result, the Lease Agreement provides that Grove Bay
has no obligation to contribute to the Parking Trust Fund. In addition, the City will be required to return to Grove Bay
the amount that Grove Bay has already contributed in escrow for the Parking Trust Contribution, which is
$1,24Z500.]
Original Increase in Rent After Timely Completion of Garage: $100,000 per year
Current Obligation to Increase Rent: $0
Revised Increase in Rent for Timely Completion of Garage: $100,000 per year
Net Present Value of Increase: $1,777,406
[The Lease Agreement provides for an increase in the Base Rent by $100,000 per year upon the timely completion of
the Parking Garage. The condition was not satisfied and, as a result, the Lease Agreement does not obligate Grove
Bay to increase its Base Rent by such amount.]
If No Agreement Reached, City Lost Revenues: $8,205,617
Requested Temporary Rent Reduction: $1,400,000
Net Benefit to the City of Agreement: $6,805,617