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Completion Guarantee Agreement COMPLETION GUARANTEE 1\ This COMPLETION GUARANTEE (the "Guarantee") is made as ofthe 1t.Jft-..tay of ...df\1\lUM<~ .2002, by THE RELATED GROUP OF FLORIDA, a Florida general partnership (t e "Guarantor"), in favor of MIAMI BEACH REDEVELOPMENT AGENCY, a public body corporate and politic (the "Agency"), and the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation of the State of Florida (the "City"). RECITALS: A. On April 15, 1998, the City and the Agency entered into a settlement agreement (the "Settlement Agreement") with West Side Partners, Ltd., a Florida limited partnership ("West Side"), with respect to certain parcels of land situated in the City of Miami Beach, Florida, including the southerly portion ofthe parcel known as SSDI South (the "South ssm South Parcel"), the legal description of which is attached hereto as Exhibit "A" and by this reference made part hereof. B. Attached to the Settlement Agreement is a copy of the Local Conditions to the Development of Regional Impact Development Order with respect to the South SSDI South Parcel among other parcels ofland (the "DRI"). Paragraph 9 ofthe Local Conditions requires West Side to construct "a public baywalk along the entire length of these properties [SSm North, SSDI South, and the Hinson Parcel, each as described in the Settlement Agreement] fronting on Biscayne Bay on (i) the west twenty five (25) feet of the platted lots, and (ii) any land currently existing west of the west lot line ofthe platted lots." Said Paragraph 9 further states that "These improvements shall be completed upon issuance on [sic] any certificates of occupancy for the adjacent parcels; provided, however, that the extension of the public baywalk to the northern boundary line of the Federal Triangle Parcel shall be completed by the Applicant within five (5) years of this Development Order becoming final." Said public baywalk is hereinafter referred to as the "Baywalk''). C. Pursuant to the Settlement Agreement, the City entered into an Amended and Restated Grant ofBaywalk Easement (the "Easement Agreement") with West Side and Yacht Club at Portofino, Ltd., a Florida limited partnership ("Yacht Club''), pursuant to which West Side and Yacht Club granted to the City, for the use of the public generally, a permanent, irrevocable non-exclusive easement for the Baywalk along the west twenty-five (25) feet ofthe platted lots described in Exhibit "B" hereto. The portion of the Baywalk adjacent to the Yacht Club has been substantially completed and is not part ofthe subject matter ofthis Guarantee. D. The Settlement Agreement and the Easement Agreement set forth certain responsibilities on the part of Westside, Yacht Club and the City, including, among other things, that West Side and Yacht Club would construct the Baywalk upon the aforesaid easement and upon any land currently existing west of the west lot line of the platted lots at its sole cost and expense; and that West Side would, at the sole cost and expense of the City, construct, or cause to by constructed, a new bulkhead and/or repair the existing rip-rap DOC\lMllNT2 bulkhead (i.e., the seawall) abutting the Easement Parcel, as such term is defined in the Easement Agreement. E. As of the date hereof, TRG-SSDI, LTD., a Florida limited partnership ("Developer"), as successor to West Side and developer of the condominium building known as the "Murano" is ready to secure its first temporary certificate of occupancy ("TCO") for a portion of the Murano building; however, neither the seawall repairs, nor the Baywalk have been completed on the portion of the Easement Parcel that is adjacent to the Murano building (the "Murano Baywalk"), as required by the Settlement Agreement, the DRI and the Easement Agreement. F. In order to induce the City to issue the first TCO for a portion of the Murano building, to avoid a delay in the issuance ofTCOs for other portions ofthe Murano building, and to assure that the Murano Baywalk is completed in a timely manner, Guarantor has agreed to provide this Completion Guaranty for the portion of the Murano Baywalk adjacent to the Murano building, as required by the Settlement Agreement, the DRI and the Easement Agreement. In consideration of the foregoing premises and for other good and valuable consideration the receipt and legal sufficiency of which are hereby acknowledged, Guarantor hereby agrees for the benefit of the Agency and the City as follows: 1. Capitalized terms defined and used herein are used herein with the meanings assigned herein to such terms. Unless the context otherwise requires, capitalized terms which are used herein without definition and which are dermed in the Settlement Agreement, the DRI and the Easement Agreement, are used herein with the meaning assigned to such capitalized terms in the Settlement Agreement, the DRI or the Easement Agreement, as the case may be. 2. Guarantor hereby absolutely, irrevocably, continuously and unconditionally, guarantees to the Agency and the City the performance of the obligations of Developer to Finally Complete (as hereinafter defined in this Section 2) the Murano Baywalk within ninety (90) days of completion of the seawall repairs (the "Completion Deadline"), subject to Unavoidable Delays, (as hereinafter defined in this Section 2); such completion ofthe seawall repairs to be evidenced by an instrument in writing from the City's Public Works Department and/or Building Department, as the case may be. The seawall repairs are anticipated to be completed by April 1, 2002. Notwithstanding anything to the contrary contained in this Guarantee or in the Settlement Agreement, the DRI and the Easement Agreement, the Murano Baywalk shall be deemed "Finally Complete" for the purpose of this Guarantee if the Murano Baywalk improvements shall have been certified as being completed in all material respects in accordance with the permitted plans and specifications for the Murano Baywalk by the appropriate City agency or agencies (absent manifest error). For the purposes of this Guarantee, "Unavoidable Delay" shall mean delays due to strikes, slowdowns, lockouts, acts of God, inability to obtain labor or materials, war, enemy action, civil commotion, fire, casualty, catastrophic weather conditions, a court order which causes a delay IlOC\lloIENn (unless resulting from disputes between or among the party alleging an Unavoidable Delay, present or former employees, officers, members, partners or shareholders of such alleging party or affiliates (or present or former employees, officers, partners, members or shareholders of such affiliates) of such alleging party), the application of any Requirement (which shall mean any and all laws, rules, regulations, constitutions, orders, ordinances, charters, statutes, codes, executive orders and requirements of all governmental authorities having jurisdiction over any party and/or the Murano Baywalk or any street, road, avenue or sidewalk comprising a part of, or lying in front of, the Murano Baywalk or any vault in, or under the Murano Baywalk (including, without limitation, any of the foregoing relating to handicapped access, the Building Code of the City and the laws, rules, regulations, orders, ordinances, statutes, codes and requirements of any applicable Fire Rating Bureau or other body exercising similar functions), or another cause beyond such party's control or which, if susceptible to control by such party, shall be beyond the reasonable control of such party. Such party shall use reasonable good faith efforts to notify the other party not later than twenty (20) days after such party knows of the occurrence of an Unavoidable Delay; provided, however, that either party's failure to notify the other of the occurrence of an event constituting an Unavoidable Delay shall not alter, detract from or negate its character as an Unavoidable Delay or otherwise result in the loss of any benefit or right granted to the delayed party under this Guaranty. In no event shall (i) any party's financial condition or inability to fund or obtain funding or financing constitute an "Unavoidable Delay") with respect to such party and (ii) any delay arising from a party's (or its affiliate's) default under this Guarantee constitute an "Unavoidable Delay" with respect to such party's obligations hereunder. The times for performance set forth in this Guarantee (other than for monetary obligations of a party) shall be extended to the extent performance is delayed by Unavoidable Delay, except as otherwise expressly set forth in this Guaranty. Notwithstanding anything to the contrary contained herein, "war" and "enemy action," as used in this paragraph, shall not include any military actions of the United States of America currently being carried out in Afganistan or any similar action in any other country, other than military action pursuant to a declared war against one or more sovereign nations. The obligations being guaranteed by Guarantor pursuant to this Section 2, are hereinafter collectively referred to as the "Completion Obligation". 3. If the Completion Obligation is not performed by Developer by the Completion Deadline, then, upon demand of the Agency or the City, Guarantor shall perform the Completion Obligation in accordance with this Guarantee. The Agency and the City agree to accept performance by the Guarantor of all or any of the covenants, conditions or agreements on the Developer's part to be performed under the Settlement Agreement, the DR! or the Easement Agreement with the same force and effect as though performed by the Developer thereunder. 4. Guarantor expressly agrees that the Agency or the City, as the case may be, may, in its sole and absolute discretion, without notice to or further assent of Guarantor and without in anyway releasing, affecting or impairing the obligations and liabilities of Guarantor hereunder: (a) waive compliance with, or any default under, or grant any other indulgences with respect to the Settlement Agreement, the DR! and/or the Easement Agreement; or (b) modify, amend or change any provision of the Settlement Agreement, the DR! and/or the Easement Agreement, or effect any release, DOCIJlo!EIm 3 compromise or settlement in connection therewith. Notwithstanding the foregoing, (i) Guarantor's obligations and liabilities hereunder shall be deemed to be released, affected or impaired to the extent that Developer's obligations and liabilities under the Settlement Agreement, the DR! and/or the Easement Agreement are so waived, modified, amended, changed, released, compromised, settled or in any other way altered, and (ii) no amendment or modification to the Settlement Agreement, the DR! and/or the Easement Agreement which increases the liability of Developer thereunder shall be made without the express consent of the Guarantor. 5. Except as otherwise expressly set forth in Section 2 of this Guarantee, the obligations of Guarantor under this Guarantee shall be unconditional, absolute, continuing and irrevocable, irrespective of the genuineness, validity, regularity or enforceability of the Settlement Agreement, the DR! and/or the Easement Agreement or any security which may have been given therefor or in connection therewith or any other circumstances which might otherwise constitute a legal or equitable discharge of a surety or guarantor. This Guarantee and the obligations of the Guarantor hereunder shall not be affected, impaired, modified or released by reason of (a) the making by Developer, any affiliate of Developer or Guarantor of any assignment for the benefit of creditors or the bankruptcy or insolvency of Developer, any affiliate of Developer or Guarantor, (b) any action taken by Developer, any affiliate of Developer or Guarantor in any bankruptcy or insolvency proceeding, including, without limitation, disaffinnance of the Settlement Agreement, the DRI and/or the Easement Agreement, (c) any default by Developer under the Settlement Agreement, the DRI and/or the Easement Agreement, (d) the liquidation or dissolution of Developer, any affiliate of Developer or Guarantor, (e) any change in or termination of the Guarantor's ownership interest in Developer, (f) the enforcement by the Agency or the City of any of its rights under the Settlement Agreement, the DR! and/or the Easement Agreement, or (g) the sale, conveyance, transfer or assignment by Developer of all or any portion of its interest in the land and/or building adjacent to the Murano Baywa1k; it being agreed that in the event of any of the foregoing, the liability of the Guarantor hereunder shall continue hereunder as if such event had not occurred. 6. Except as otherwise expressly set forth in Section 2 of this Guarantee, the liability of Guarantor under this Guarantee shall be primary, direct and immediate, and not conditional or contingent upon pursuit by the Agency or the City of any remedies they may have against Developer or any other person or entity with respect to the Settlement Agreement, the DR! and/or the Easement Agreement, or any other agreement, whether pursuant to the terms thereof or by law or pursuant to any other security agreement or guaranty. Guarantor, the City and the Agency each acknowledge and agree that this Guarantee is a guarantee of performance in respect of the Completion Obligation. Anyone or more successive or concurrent actions may be brought hereon against Guarantor with respect to the Completion Obligation, either in the same action or proceeding, if any, brought against Developer or any other person or entity, or in separate actions as often as the Agency or the City, in its sole discretion, may deem advisable. Guarantor may be joined in any action against Developer in connection with the Settlement Agreement, the DR! and/or the Easement Agreement solely with respect to the Completion Obligation. With respect to the Completion Obligation, recovery may be had against Guarantor in such action or in any independent action against Guarantor without the Agency or the City first pursuing or exhausting any remedy or claim against Developer or any other person or entity, as the case may be, or their respective successors or assigns. Until termination of DOC\JMmn 4 this Guarantee in accordance with the provisions hereof, the liability of Guarantor under this Guarantee shall continue after any assignment or transfer by Developer, or any subsequent developer of its interest in the land or building adjacent to the Murano Baywalk. 7. (a) Except as otherwise expressly set forth in this Guarantee, Guarantor hereby expressly waives: (a) presentment and demand for payment and protest of non-payment; (b) notice of acceptance of this Guarantee and of presentment, demand and protest; (c) notice of all indulgences under the Settlement Agreement, the DR! and/or the Easement Agreement; (d) demand for observance or performance of, or enforcement of, any terms and provisions of this Guarantee or the Settlement Agreement, the DR! and/or the Easement Agreement with respect to the Completion Obligation; and ( e) all other notices and demands otherwise required by law which Guarantor may lawfully waive. (b) WANER OF JURY TRIAL. BY THE EXECUTION HEREOF, THE GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY AGREES THAT: (i) NEITHER GUARANTOR, NOR ANY ASSIGNEE, SUCCESSOR, HEIR, OR LEGAL REPRESENTATIVE OF ANY OF THE SAME SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING; COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE ARISING FROM OR BASED UPON THIS GUARANTEE OR ANY OF THE OBLIGATIONS WHICH ARE SECURED HEREBY, OR THE DEALINGS OR RELATIONSHIP BETWEEN OR AMONG THE PARTIES HERETO; (ii) NEITHER GUARANTOR, NOR THE AGENCY OR THE CITY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL HAS NOT BEEN OR CANNOT BE WANED; (iii) THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY NEGOTIATED BY THE PARTIES HERETO, AND THESE PROVISIONS SHALL HAVE NO EXCEPTIONS. THE PARTIES HEREBY ACKNOWLEDGE THAT THEY HAVE EACH BEEN REPRESENTED BY COUNSEL IN SUCH NEGOTIATION. (iv) NEITHER THE GUARANTOR, THE AGENCY, NOR THE CITY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 7(b) WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. 8. Guarantor shall not enforce any right of subrogation it may now or hereafter have against Developer by reason of any payments or acts of performance by Guarantor in compliance with the obligations of Guarantor hereunder, and Guarantor shall not enforce any remedy which Guarantor now or hereafter shall have against Developer by reason of anyone or more payments or acts of performance in compliance with the obligations of Guarantor hereunder unless and until all of DOCUMI!NT1 5 the obligations of Guarantor hereunder have been fully discharged, performed and satisfied, whereupon Guarantor shall have such subrogation rights as may be allowed under applicable law. 9. No setoff, counterclaim or crossclaim, reduction or diminution of an obligation or any defense of any kind or nature (other than performance of the Completion Obligation) shall be available to Guarantor in any action or proceeding brought by Agency or the City to enforce the Completion Obligation; provided, however, that the foregoing shaD not be deemed a waiver of the right of Guarantor to assert any compulsory counterclaim arising from a claim brought by Agency or the City hereunder, nor shall the foregoing be deemed a waiver of or prejudice in any manner whatsoever, of Guarantor's right to assert any claim which constitutes a defense, setoff, counterclaim or crossclaim of any nature whatsoever against Agency or the City in any separate action or proceeding. Guarantor agree that if at any time all or any part of any amounts at any time received by the Agency or the City from Developer, Guarantor, any affiliate of Developer or Guarantor, or any other person or entity, as the case may be, for or with respect to the Completion Obligations are or must be rescinded or returned by the Agency or the City by reason of any judgment or decree of any court having jurisdiction (including, without limitation, by reason of the insolvency, bankruptcy or reorganization of Developer, Guarantor, any affIliate of Developer or Guarantor, or any other Person or entity), then Guarantor's obligations hereunder shall, to the extent of the amount rescinded or restored, be deemed to have continued in existence notwithstanding such previous receipt by the Agency or the City and the obligation guaranteed hereunder which was to have been discharged by such rescinded or restored amount shall continue to be effective or reinstated, as the case may be, to the extent of such amount, whether or not this Guarantee has terminated, and the obligations of the Guarantor in this sentence shall survive the termination hereof. Nothing contained in this Guarantee shall in any way waive, abrogate or reduce any rights or remedies that the Agency and/or the City may have against any person or entity under the Settlement Agreement, the DR! or the Easement Agreement. 10. The rights and remedies afforded to the Agency and the City in this Guarantee are cumulative and are not exclusive of any other right or remedy against Guarantor or any other Person or entity provided by law, in equity or under any other agreement or instrument and all such rights and remedies may be exercised singly or concurrently. No delay or omission by the Agency or the City in exercising any such right or remedy shall operate as a waiver thereof. No waiver of any right or remedy hereunder shall be deemed made by the Agency or the City unless in writing and shall apply only to the particular instance specified therein and shall not impair the further exercise of such right or remedy or of any other right or remedy of the Agency or the City, and no single or partial exercise of any right or remedy hereunder shall preclude any other or further exercise thereof or of any other right or remedy. 11. If any provision of this Guarantee or any portion thereofis declared or found by a court of competent jurisdiction to be unenforceable or null and void, such provision or portion thereof shall be deemed stricken and severed from this Guarantee, and the remaining provisions and portions thereof shall continue in full force and effect. DOCUMIlMT1 6 12. This Guarantee shall inure solely to the benefit of the Agency and the City, or any instrumentality of the Agency or the City and any successor entities thereto, and shall be binding solely upon Guarantor, and its successors and assigns. 13. This Guarantee shall be governed by and construed in accordance with the laws of the State of Florida (without regard to principles of conflicts of law) applicable to agreements made and to be wholly performed within the State of Florida. 14. This Guarantee shall constitute the entire agreement of Guarantor with the Agency and the City with respect to the subject matter hereof. This Guarantee may not be modified or amended, except by an agreement in writing executed by all of the parties hereto. 15. In order to induce the Agency and the City to enter into this Guarantee, Guarantor represents and warrants to the Agency and the City that as of the date hereof: (i) This Guarantee constitutes a valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms (subject to any bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the rights and remedies of creditors generally, and subject to the effect of general principles of equity, whether applied by a court of law or equity); (ii) Guarantor's execution and performance of this Guarantee will not result in a breach or violation of, or default under, any Requirements (as such term is defined herein), applicable to Guarantor or any agreement, order, commitment, judgment, or decree by which Guarantor is bound; (ni) Guarantor is an affIliate of Developer by virtue of Guarantor's ownership interest in and voting control of the corporate general partner of the Developer; and (iv) Guarantor is solvent and will not be rendered insolvent by reason of this Guarantee. 16. Whenever it is provided herein that notice, demand, request, consent, approval or other communication shall or may be given to, or served upon, either of the parties by the other, or whenever either of the parties desires to give or serve upon the other any notice, demand request, consent, approval or other communication with respect hereto, each such notice, demand, request, consent, approval or other communication (herein referred to in this Section 16 as a "Notice") shall be in writing and shall be effective for any purpose only if given or served by (i) certified or registered U.S. Mail, postage prepaid, return receipt requested, (ii) personal delivery with a signed receipt or (iii) a recognized national courier service, addressed as follows (or to such other addresses as a party may direct by a Notice to the other party DOCUMI!NT2 7 hereto; provided, however, that the number of parties to receive such Notice, together with copies thereof, shall not be increased): if to Guarantor: with a copy to: if to the Agency: with a copies to: if to the City: with a copies to: The Related Group of Florida 2828 Coral Way Miami, Florida 33126 Attention: Jorge Perez Greenberg, Traurig, P.A. 1221 Brickell Avenue Miami Florida 33131 Attention: Matthew B. Gorson, Esq. Miami Beach Redevelopment Agency 1700 Convention Center Drive 4th Floor Miami Beach, Florida 33139 Attn: Executive Director Miami Beach Redevelopment Agency 1700 Convention Center Drive 4th Floor Miami Beach, FL 33139 Attn: General Counsel City of Miami Beach, Florida 1700 Convention Center Drive 4th Floor Miami Beach, Florida 33139 Attn: City Manager City of Miami Beach, Florida 1700 Convention Center Drive 4th Floor Miami Beach, FL 33139 Attn: City Attorney Any Notice may be given, in the manner provided in this Section, on behalf of any party by such party's attorneys as designed by such party by Notice hereunder. Every Notice shall be effective on the date actually received, as indicated on the receipt therefor or on the date delivery thereof is refused by the recipient thereof. 17. The acceptance by the Agency and the. City of this Guarantee shall constitute their acceptance of the terms and provisions hereof. ~ 8 18. This Guarantee shall terminate, and Guarantor shall be released from any and all further obligations and liabilities hereunder, at such time as the Completion Obligation has been performed (except as otherwise provided in Section 9 hereof). 19. From and after the date of the Guarantee, and for so long as this Guarantee is in effect, the Guarantor shall advise the Agency and the City, in writing, of any material adverse change in the financial condition ofthe Guarantor, promptly, as soon as such change becomes known to Guarantor, including, but not limited to, material adverse changes as reflected on its Cmancial statements. 20. Guarantor hereby agrees that time is of the essence in the performance of his obligations under this Guarantee. 21. Events of Default. Guarantor shall be in default under this Guarantee upon the happening of any of the following events, circumstances or conditions: (a) the Murano Baywalk is not Finally Complete by the Completion Deadline; or (b) breach of any material representation, warranty or covenant contained herein, including, but not limited to, failure to advise the Agency or the City of any material adverse change in the financial condition of the Guarantor in accordance with Section 20 hereof; or (c) insolvency, business failure, appointment of a receiver of any part of the property of, for the benefit of creditors by, or the commencement of any proceeding under any State or Federal bankruptcy or insolvency laws by or against Guarantor if not dismissed or discharged within ninety (90) days of the commencement thereof; or (d) upon entry of any monetary judgment or the assessment and/or filing of any tax lien, and/or the issuance of any writ or garnishment or attachment against any property of, debts due or rights of a Guarantor, and/or commencement of any action or proceeding to seize moneys or assets of a Guarantor, against Guarantor in any amount in excess of $50,000. Notwithstanding anything to the contrary contained herein, in the event of any default described in subsections (b), (c) or (d) ofthis Section 22, the Guarantor and/or the Developer shall have the right to cure any default under such subsections by delivering to the Agency and the City within fifteen (15) calendar days of the receipt of written notice of such default from the Agency or the City, a substitute completion guarantee (the "Substitute Guarantee") from a person or business entity having a minimum net worth at least equal to the net worth of the Guarantor as of the date of this Completion Guarantee. Such Substitute Guarantee shall contain the same provisions as this Completion Guaranty and shall be modified only insofar as may be necessary in the event that the guarantor thereunder is a business entity, such as a oocu-.. 9 corporation, partnership or limited liability partnership. The acceptance of such Substitute Guaranty shall be in the reasonable discretion of the Agency and the City. 22. The Agency and the City may avail themselves of all remedies at law or in equity to remedy any default hereunder. 23. This Guarantee represents the entire agreement between the parties with respect to the subject matter hereof, and no waivers or modifications shall be valid unless they given in writing, signed by the party to be charged thereby, and expressly approved in writing by a duly authorized officer of the Agency or the City. EXECUTED as of the day and year first above written. THE RELATED GROUP OF FLORIDA, a Florida general partnership By: Related Florida, Ltd., a Florida limited partnership, general partner By: Related Florida, Inc., a Florida corporation, its general partner STATE OF FLORIDA ss: COUNTY OF MIAMI-DADE On the .f!L day of v ~nl/ar'f . 2002, personally appeared before me, the undersigned authority, JOY'~ rl ?4'.-y ~ . a Related Florida, Inc., a Florida corporation, of who is .........known to me personally to be the person who is subscribed to the within instrument _ who produced a valid /J J I\- drivers license and acknowledged to me that he executed the within instrument in the space provided above on this ~ day of 'Ji:. f) . . 2002. ~4-. ALIClA N. RUFIN MY COMMISSION. CC B59212 EXPIRES: July 29, 2003 __~PubIIc~ NOTARY PUBLIC, STATE OF FLORIDA My commission expires: 10 Exhibit A Legal Description of the SSDI South Parcel '. . Lots I through 14, inclusive, in Block Ill, of OCEAN BEACH FLORiDA ADDITION NO.3, according to the Plat thereof. as recorded in Plat Book 2, at Page 81, in the Public Records of Dade County, Florida. together with the accretions thereto. ALSO: That Part of Biscayne Street (also known as Biscayne Avenue) as shown on said Plat of OCEAN BEACH FLORIDA ADDITION NO, 3, lying westerly of the southerly projection of the west Right of Way line of Jefferson A venue as shown on said Plat and being bounded on the west by Biscayne Bay, together with the accretions thereto. ALSO: . All that part of the North 132.0' of Section 10, Township S4 South, Range 42 East, described as: Beginning at a point on the Northern boundary of said Section 10, which is intersected by the . Easterly boundary of Jefferson A venue extended Southerly across Biscayne Street as a point or place of beginning: thence Southerly continuing the Easterly boundary of Jefferson Avenue extended for a distance of 132.0' to a point; thence Westerly 208.1' more or less along a line parallel to and 132.0' Southerly from the Northern line of said Section 10 to Biscayne Bay: thence Northwesterly meandering the Bay to the intersection of the Northern line of Section 10; thence Easterly along the Northern line of Section 10, 285.0' more or less to the point or place of beginning (the Northerly boundary of said Section 10 being common with the Southerly boundary of Biscayne Street); Also described as: All of that part of the North 132.0' of Section 1 0 Township 54 South, Range 42 East. known as Tract A or the Smith Company Bay Front Tract more particularly described as follows to wit: Bounded on the North by the Northern line of said Section 10: bounded on the East by the East line of Jefferson Avenue extended: bounded on the South by a line parallel to and distant 132.0' South of the Northern line of said Section 10, and bounded on the West by Biscayne Bay. together with the accretions thereto. MIA9801122783-2 1 .. Exhibit B Legal Description ofthe South SSDI South (Murano) Parcel l.D1s 1 thraugh 7. inclusive and Southeasterly 30.00 feet of Lot 8, \he Northwesterly ine of SilI\CI 30.00 _ being paranal to II\a cammon line between Lots 7 and 8, In Block '11, of OCEAN BEACH Fl.ORlPA ADOmON NO.3, aa:ardlng to 1118 Plat lh8l"lilafl'BCCrded In Pial BeaU, ~t Page 81, of tha Public ReeorU:i of Dade County, Florida,.lDgetherwilh Ihe acct8UOMtI'Illrelc. Al.S0: That part of Blscayne street (also kncHIn as B1SQ\ylloAVlnue) as shown on said Plat of OCEAN BEACH Fl.ORIOA. ADOrnON NO.3, lying Westllrly of the Soulherty projection of the Wast Right of WIlY one. of Jefferscn Avenue as shcWlI on said Plat and being bound en the west by Blscayn. Bay,lagBlherWith the accrelionsthsJ1lto. . AI.SCI: A111hlltp8rtaftha North 132.0faatofS.cticn 10, Tawnshtp54 South, Ranga42 East. desCl1beclas: Beginning at a IlOInt on the Nol1hem boundary of laid Sectlon 10, which Is Inlersedad by the Easm"1 boundary of Jefferson Avenue llldeIlcled Southlriy across B1scayne Street as a point Dr place or beglnring; thence Souther1y ccntinulng the EaiterIy boUndary of JefferaonAvenue extended for a distance of 132.0_t to a pelnt therl~Wester1Y2Q8.1 feet more or less along a Rne paranelto and 132.0 feetSautherlyfram thB Nortllem line of said Sec:tion 10 tr.l Biscayne Bay: thence Northwesterly meandering the Bay to the Intersecllon of lhe Northern Ilne of Section 1~ thence Easterly along lhe Northem line elf Section 10, 285.0 feet mora or less to the paint or place 01 beginning (the Northsrty baundary of said Section 10 being ~ wllh \he Southerty boundary of Bl8cayne SInlst): Also dalCllhad as: All rilthat part of Ihe North 132.0 feet of Sectlon 10, Townshlp54 South, Range 42 East, known lIS Tract A Dr the Smith CompanyBav FrantT~ mare partlaular\y dssafbed as (onawa, tc wit: Bounded on the Nodh by the Nol1hern line of said Sactlan 10; . bounded an the East by the. East line of Jefferson Avenue extended: bounded on the South by a rltle parallel to and dis1anf 132.0 feet Soulh or the Northem line of said SecIlon 10, and bounded on the West by BiscByne .. 8ay, tDgltherwlU\ th, ;accretions thervlD. .