HomeMy WebLinkAbout09 Improvements License
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This Instrument Prepared By:
Thomas V. Eagan, P.A.
Steel Hector &. "Davis LLP
4000 First Union Finanvial Center
Miami, Florida 33131-2398
SA 4.2.1.4
IMPROVRMRNTS LTCENS~ f ~
This Improvements License (the "License") is execut~this ~ day of ~
199.:i- by and among West Side Partners, Ltd., a Florida limited partnership ("West Side") (West
Side is hereinafter sometimes referred to as the "Licensor"), the City of Miami Beach, Florida, a
Florida municipal corporation (the "City") and the Miami Beach Redevelopment Agency, a Florida
public agency organized and existing pursuant to the Community Redevelopment Act of 1969,
Chapter 163, Part ill, Florida Statutes, as amended (the "Redevelopment Agency") (the City and the
Redevelopment Agency hereinafter sometimes collectively referred to as the "Licensee").
WITNESSETH:
WHEREAS, in order to resolve the controversies and the litigation involving SSDI North
(as more particularly described in Exhibit A attached hereto and made a part hereof), SSDI South
(as more particularly deslfribed in Exhibit B attached hereto and made a part hereof), and the Core
Parcel (as more particularly described in Exhibit C attached hereto and l11ade a part hereof), the City
and the Redevelopment Agency entered into a stipulation and order ("Order") in South Shore
Developers Tnc et al v City of Miami Beach et al , Case No. 82-24526 (19) (Fla. lIth Cir. Ct.
1982) which was approved by the 11th Judicial Circuit in and for Miami-Dade County, Florida (the
"Court") on July 8, 1985, and the Court retained jurisdiction over the parties and subject matter in
order to assure compliance with the terms of the Order. Pursuant to the Order, the City and
Redevelopment Agency ratified certain judgments and entered into a series of agreements with South
MIA9801l19086.8
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Shore Developers, Inc. ("SSDI") pertaining to the purchase, ownership and development rights of
ssm South and ssm North, and which, in part, dealt with certain duties and obligations relating
to the Marina and Core Parcel, pursuant to the following documents:
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I. A Contract of Sale from the City and Redevelopment Agency, as sellers thereunder,
in favor of ssm as purchaser thereunder, dated July 24, 1985, and recorded July 31,
1985, in OR Book 12590, at Page 2795, as amended by Amendment of Contract of
Sale dated April 17, 1986, and recorded April 30, 1986, in O.R. Book 12873, at Page
2602, all in the Public Records of Miami-Dade County, Florida, pursuant to which
the City and Redevelopment Agency agreed to sell to ssm two (2) tracts ofland
commonly referred to as "SSDI South" and "SSDI North" (the "Contract of Sale");
2. A Final Judgment for monetary damages with interest thereon dated September 18,
1984, as recorded in OR Book 12276, at Page 2258, and a certified copy of which
was recorded in O.R. Book 16289, at Page 1495, together with a judgment for
attorneys' fees dated September 23, 1986, as recorded in O.R. Book 13033, at Page
1235, and a certified copy of which was recorded in O.R. Book 16293, at Page 1045,
all in the Public Records of Miami-Dade County, Florida (collectively, the
" Judgments");
3. A Mortgage from the Redevelopment Agency to SSDI encumbering both ssm
South and ssm North as security for the payment of the Final Judgment referred to
in subparagraph 2 above and to ensure the performance by the City of its obligations
under the Order and other documents, which Mortgage was dated July 24, 1985, and
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recorded on July 31,1985, in O.R. Book 12590, at Page 2786, of the Public Records
of Miami-Dade County, Florida (the "Mortgage");
4. A Development Agreement dated as of April 17, 1986, and recorded in O.R.
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Book 12873, at Page 2612, of the Public Records of Miami-Dade County, Florida,
by and among the City, the Redevelopment Agency, and ssm and established in
order to define the rights and obligations of the parties relating to the development
of ssm North and ssm South (the "1986 Development Agreement"); and
5. A Parking Agreement dated as of April 17, 1986, and recorded in O.R. Book 12873,
at Page 2731, of the Public Records of Miami-Dade County, Florida, by and among
the City, the Redevelopment Agency, and ssm, as further amended by letter
agreement dated April 17, 1986, pursuant to which the parties established certain
rights and obligations with respect to the construction, cost, purchase, maintenance
and operation of certain parking spaces to be located on ssm North and ssm South
(the "1986 Parking Agreement").
The Order and other documents described in sub-paragraphs (I) through (5) above are
hereinafter sometimes collectively referred to in this Agreement as the" 1986 SSDI Documents"; and
WHEREAS, all of the rights of ssm under the 1986 ssm Documents have been sold and
assigned to West Side as evidenced by that certain Assignment and Assumption of Mortgage and
Other Documents dated April 6, 1994, and recorded April 7, 1994, in OR Book 16313, Page 1077,
of the Public Records of Miami-Dade County, Florida (the "Assignment and Assumption of
Mortgage and Other Documents"); and
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WHEREAS, the City, as landlord, and Carner-Mason Associates, Ltd., as Lessee, entered
into a Lease Agreement dated June 24, 1983, as amended by a First Amendment dated October 23,
1991 (the "First Amendment to the Marina Lease"), a Second Amendment dated August 11, 1994
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(the "Second Amendment to the Marina Lease"), a Third Amendment dated May 27, 1997 (the
"Third Amendment to the Marina Lease"), and a Fourth Amendment dated April 15, 1998 (the
"Fourth Amendment to the Marina Lease"); said Lease Agreement, as amended, hereinafter
sometimes collectively referred to as the "Marina Lease"; and
WHEREAS, all of the rights of the lessee under the Marina Lease are currently held by
Miami Beach Marina Associates, Ltd., a Florida limited partnership ("MBMA"); and
WHEREAS, West Side, East Coastline Development, Ltd., a Florida limited partnership
("East Coastline"), 404 Investments, Ltd., a Florida limited partnership ("404 Investments"), Azure
Coast Development, Ltd., a Florida limited partnership ("Azure"), Beachwalk Development
Corporation, a Florida corporation ("Beachwalk"), Portofino Real Estate Fund, Ltd., a Florida
limited partnership ("Portofino Real Estate Fund"), St. Tropez Real Estate Fund, Ltd., a Florida
limited partnership ("St. Tropez"), and Sun & Fun, Inc., a Florida corporation ("Sun & Fun"), which
are owned and/or controlled directly or indirectly by the same principal (hereinafter sometimes
collectively referred to as the "Portofino Entities" or individually, as a "Portofino Entity"), the City
and the Redevelopment Agency entered into that certain agreement dated November 7, 1995, which
was recorded in Official Records Book 16987, at Page 1197 of the Public Records of Miami-Dade
County, Florida (the" 1995 Development Agreement"); and
WHEREAS, the 1995 Development Agreement provided, among other things, for closing
on various parcels in three stages: (i) the first closing resulted in the conveyance of the northern
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portion of ssm South to the Yacht Club at Portofino, Ltd., a Florida limited partnership (the
"YCAP") and the southern portion of ssm South to West Side, (ii) the second closing resulted in
the conveyance to the City of certain other properties described in the 1995 Development
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Agreement, as well as the conveyance of the Goodman Terrace Parcel to a Portofino Entity, as
described in the 1995 Development Agreement; and (iii) the third and final closing (the "Final
Closing") was to involve the release of certain rights and obligations with respect to SSDI North and
the conveyance of additional property to the Porto fino Entities, all predicated upon the timely
obtaining of certain final approvals, as described in the 1995 Development Agreement (the" 1995
Final Approvals"); and
WHEREAS, the Final Closing referenced in the preceding paragraph did not occur, the 1995
Final Approvals were not timely obtained, and on June 20, 1997, West Side terminated the 1995
Development Agreement, except for those provisions of the 1995 Development Agreement which
said agreement expressly provides are to survive; and
WHEREAS, the City and the Redevelopment Agency on the one hand, and the Portofino
Entities on the other hand, disagreed over their respective responsibilities, obligations and rights
arising out of the surviving provisions of the 1995 Development Agreement; and
WHEREAS, on November 5, 1997, West Side filed with the Court an Emergency Motion
to Enforce Court-Approved November 7, 1995 Development Agreement and for Contempt against
the City and Redevelopment Agency in the 11th Judicial Circuit in and for Miami-Dade County,
Florida, Case No. 82-24526-CA-30, in the case styled West Side Partners Ltd a Florida limited
partnership Plaintiff vs City of Miami Reach Florida a Florida municipal cOl:poration and the
Miami Beach Redevelopment Al!ency a Florida municipal allency orllanized and existinll pursuant
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to the Community Redevelopment Act of 1969 Defendants, seeking to enforce certain of the
suJ:Viving provisions of the 1995 Development Agreement and to request other relief set forth in said
motion (the "1997 Litigation"); and
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WHEREAS, the City, the Redevelopment Agency and West Side have agreed to settle the
1997 Litigation, and in connection with said settlement, said parties have entered into a Settlement
Agreement (the "Settlement Agreement"), and pursuant to the Settlement Agreement, West Side has
agreed to execute and deliver this License; and.
WHEREAS, Licensor, as the owner ofSSDl North, has not conveyed, assigned or pledged
its interests in ssm North to any party, and accordingly, Licensor has full authority and capacity
to enter into, execute and deliver this License without the need to secure any consent, release or
joinder of any other party.
NOW, THEREFORE, in consideration of the settlement of the 1997 Litigation and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Licensor agrees as follows:
I. Recitals. The foregoing recitals are true and correct and are incorporated herein by
reference.
2. License. Licensor hereby grants to the Licensee a license to use the existing facilities
located on ssm North, including, but not limited to, the use of the Junior's building located in the
northwest quadrant of ssm North, in the area where the Baywalk will be located, as well as laundry,
lavatory, shower and storage facilities (collectively, the "Existing Facilities"), but excluding the
storage of any petroleum products and/or hazardous materials which shall be promptly moved by
the Marina Lessee to the Core Parcel, and stored in a manner which complies with all applicable
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laws, regulations and ordinances governing same, at the sole cost and expense of the Marina Lessee,
until such time as West Side (in its sole discretion) in accordance with this License needs the site(s)
where the Existing Facilities are located for construction andlor staging, and/or environmental audit
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or remediation purposes, whereupon West Side shall provide temporary laundry, lavatory and
shower facilities, along with the location on ssm North for a trailer which may be used for the
storage of materials which are not hazardous materials, hazardous waste, hazardous substances, solid
waste or pollution located on ssm North (collectively the "Temporary Facilities") to be located on
ssm North or in a barge adjacent to the seawall abutting ssm North at a location to be determined
by West Side, in its sole discretion, and West Side may relocate the Temporary Facilities from time
to time, as West Side may determine, in its sole discretion, pursuant to the procedures set forth in
this License (the Existing Facilities and the Temporary Facilities, in both cases excluding the land
upon which said Facilities are located, are hereinafter sometimes collectively referred to as the
"Facilities"). The Facilities are to be used by MBMA or any subsequent lessee ofthe Marina (their
successors and assigns, as applicable) (collectively, the "Marina Lessee") without any payment of
rent by the Licensee or the Marina Lessee. In connection with providing the Temporary Facilities,
West Side shall make reasonable efforts to minimize the disturbance to the operations of the Marina,
provided that such efforts do not materially delay West Side or materially increase West Side's
expenses as a result thereof, and West Side shall provide copies of all plans for the Temporary
Facilities in advance to the Marina Lessee and shall review said plans with the Marina Lessee in a
spirit of mutual cooperation so as to minimize disruption of the operation of the Marina and the
construction activities of West Side; provided, however, that notwithstanding anything herein to the
contrary, the Temporary Facilities shall be located as close as reasonably convenient to the Marina
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without disrupting West Side's construction work (either within ssm North or on a barge adjacent
to the seawall abutting ssm North), and there shall be continuous access to the Baywalk, no
interruption of utility service, and continuous access to the Temporary Facilities, subject only to
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emergency interruption or other brief access interruption, as may be required for seawall installation
and repair. Although the Marina Lessee shall not be charged any rent in connection with its use of
the Facilities pursuant to this License, the Marina Lessee shall pay any costs or expenses associated
with the use of the Facilities, including, but not limited to, the cost of maintaining the Facilities, the
cost of insurance premiums associated with the Facilities, as well as any real estate taxes assessed
against the Facilities (excluding the taxes for the land upon which the Facilities are located).
Licensor shall not bear any costs or expenses in connection with the Marina Lessee using the
Facilities.
3. Construction SeQJlencini on ssm North. In order to minimize the disruption to the
operation of the Marina during the period that West Side is conducting an environmental audit or
environmental remediation or constructing a Project (as hereinafter defined) on SSDI North pursuant
to the concept plan referenced in the 1986 SSDI Documents in its then current form, as last approved
by the City, as said concept plan may be further amended by the parties and approved by the City,
from time to time (the "Concept Plan"), West Side agrees as follows:
3.1 Projects. Two high rise towers, each with related amenities (each tower, plus
related amenities shall be considered a "Project," while both towers and related amenities shall be
considered the "Projects") will be constructed on SSDI North on the sites shown on the Concept
Plan, and that each such site shall not be materially changed as to the size of the land area'
encompassed thereby, without securing an appropriate amendment to the Concept Plan. The Project
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lying to the north shall be considered the Project being built on the northerly portion of ssm North
and the Project lying to the south shall be considered the Project being built on the southerly portion
of ssm North, and neither Project will be constructed at the same time (i&., after West Side elects
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to commence the construction of either the Project to be built on the northerly portion of ssm North
or the Project to be built on the southerly portion of ssm North, at weSt Side's option, West Side
must complete the construction of the first Project on ssm North and deliver to the Licensee (for
use by the Marina Lessee) the required parking spaces in connection with said Project prior to
commencing construction on the second Project on SSDI North), nor will environmental remediation
be conducted on ssm North which will result in the Marina Lessee being unable to use parking
spaces on one site for a Project at the same time that the other site for a Project is either under
construction or environmental remediation (it being the intention and agreement of the parties hereto
that the Licensee not lose parking on all of SSDI North at the same time, but only on one site at a
time); provided, however, that upon providing the written notice described in the Parking License
granted by West Side and other Portofino Entities to the City and the Redevelopment Agency of
even date hereof (the "Parking License"), and providing additional parking spaces on the Portofino
Parcels (as defined and provided for in the Parking License) for the number of parking spaces no
longer available on ssm North, West Side may commence a de minimis environmental remediation
that involves ten {I 0) or less parking spaces (in the aggregate) and does not interfere with vehicular
access to the subject parcel or in a material fashion disrupt the operation of the Marina ("Spot
Remediation") at the same time that the other site for a Project is either under construction or
environmental remediation.
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3.2 Notice. West Side shall provide not less than 10 days written notice to the City,
the Redevelopment Agency and the Marina Lessee of the date when any environmental audit will
be conducted, and not less than 90 days written notice to the City, the Redevelopment Agency and
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the Marina Lessee of the date when any required environmental remediation on ssm North will
commence, and not less than 90 days written notice to the City, the RedeVelopment Agency and the
Marina Lessee ofthe date when it shall commence construction on SSDI North; provided, however,
that the Marina Lessee shall not be obligated to vacate the Existing Facility until such time as West
Side has substituted the Temporary Facilities consistent with the provisions of this License.
3.3 Staiini:. When constructing a Project on either the northerly portion of ssm
North or the southerly portion of ssm North pursuant to the Concept Plan, West Side shall not stage
the construction on more than three lots contiguous to said site; provided, however, that the 150-
Foot Easement Area more particularly described on Exhibit D attached hereto and made a part
hereof, may not be used for construction or construction staging purposes, except as otherwise
specifically provided in that certain ISO-Foot Easement granted by West Side to the City of even
date herewith.
4. Termination: This License shall expire at such time as West Side completes and
delivers to the City the parking spaces and the laundry, lavatory and shower facilities to be located
on ssm North and ssm South, as set forth in the Settlement Agreement.
5. Entire Aweement. This License constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof. Except as set forth herein, there are no promises,
representations, or understandings between the parties of any kind or nature whatsoever.
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6. Counte(!)arts, This instrument may be executed in any number of counterparts, each
of which shall be deemed an original for all purposes and all of which shall be one and the same
document.
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7. SevP.l1lhility. If any provision or portion thereof of this License is declared or found
by any court of competent jurisdiction to be unenforceable or null and void, such provision or
portions thereof shall be deemed stricken and severed from this License, and the remaining
provisions and portions thereof shall continue in full force and effect. If a portion is so stricken, it
is the intention of the parties that the court give such provision its nearest valid and legal meaning.
8. Conflict of Law. This License shall be construed and governed in accordance with
the laws of the State of Florida without application of the conflict of law principles. All of the
parties to this License have participated fully in the negotiation and preparation hereof; and,
accordingly, this License shall not be more strictly construed against anyone of the parties hereto.
9. Amendment. This License shall not be modified, altered or amended except by an
instrument in writing signed by or on behalf of the parties hereto.
10. Assil1nment. The Licensee shall not assign, transfer or otherwise encumber this
License, or any interest herein, to any other person or entity except the Licensee may allow the
Marina Lessee to use the Facilities on ssm North, in accordance with the provisions of this License.
Any other attempt to assign, transfer or encumber or any assignment, transfer or encumbrance of this
License in violation hereof shall be void and unenforceable.
II. Notices. Any notices required or permitted to be given under this License shall be
in writing and shall be deemed to have been given if delivered by hand, sent by recognized overnight
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courier (such as Federal Express) or mailed by certified or registered mail, return receipt requested,
in a postage prepaid envelope, and addressed as follows:
If to the City
or Redevelopment
Agency at:
1700 Convention Center Drive
Miami Beach, Florida 3~139
Attn: City Manager
With copies to:
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: City Attorney
and
Steel Hector & Davis LLP
4000 First Union Financial Center
Miami, FL 33131
Attn: Thomas V. Eagan, P.A.
and in connection with notice of the date West
Side shall commence construction or
environmental remediation on any portion of
ssm North
Miami Beach Marina Associates, Ltd.
Miami Beach Marina
300 Alton Road
Miami Beach, FL 33139
Attn: Robert W. Christoph
with copy to: Carter McDowell, Esquire
Bilzin Surnberg Dunn & Axelrod LLP
2500 First Union Financial Center
Miami, Florida 33131
If to the Portofino
Entities or anyone
or more of them:
404 Washington Avenue
Miami Beach, Florida 33139
Attn: Margaret Nee
With a copy to:
Greenberg, Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 3313 I
Attn: Matthew B. Gorson, Esq.
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Notices personally delivered or sent by overnight courier shall be deemed given on the date
of delivery and notices mailed in accordance with the foregoing shall be deemed given three (3) days
after deposit in the U.S. mails.
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12. Indemnification. By execution of the Joinder attached hereto, the Marina Lessee (on
behalf of itself and its successors and assigns) 'consents and agrees to abide by the terms and
conditions of this License, and hereby indemnifies Licensor and the Licensee and holds Licensor and
the Licensee harmless from any costs, expenses (including, but not limited to attorneys' fees and
court costs, at the trial court and any appellate levels) and damages relating to death of or injury to
persons, or loss of or damage to property, including, but not limited to, any violation by the Marina
Lessee, its invitees, agents, employees, guests, lessees or licensees of any laws, rules, regulations
or ordinances regarding hazardous materials, hazardous wastes, hazardous substances, solid waste
or pollution, whether now existing or hereafter enacted or promulgated, as they may be amended
from time to time ("Environmental Laws"), l!Jly presence, release, or threat of release of hazardous
materials, hazardous wastes, hazardous substances; solid waste or pollution, at, upon, under, from
or within SSDI North arising out of the activities of the Marina Lessee, its invitees, agents,
employees, guests, lessees or licensees, the failure of Marina Lessee, its invitees, agents, employees,
guests, lessees or licensees to duly perform any obligations or actions required to be taken under any
Environmental Laws, including, without limitation, the imposition by any governmental authority
of any lien or so-called "super priority lien" upon SSDI North, any clean-up costs, liability for
personal injury or property damage or damage to the environment, and any fines, penalties, and
punitive damages, or any fines or assessments arising out of failure of the Marina Lessee, its invitees,
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agents, employees, guests, lessees or licensees to comply with any laws, rules, regulations or
ordinances governing the use of the Facilities, which Licensor and/or the Licensee incur as a result
of the Marina Lessee's using the Facilities, but excluding any claim resulting from the intentional
or negligent acts of the Licensor or the Licensee (and their successors and assigns), and their
respective officers, employees, agents or contractors; provided, however, that the foregoing
indemnity will not negate or in any way abrogate the City's indemnification of the Marina Lessee
pursuant to the terms and conditions of Section 3.12 of the First Amendment to the Marina Lease.
Marina Lessee (and its successors and assigns) shall defend any such claim asserted against the
Licensor, its successors and/or assigns, or the Licensee, its successors and/or assigns, resulting from,
arising out of, or incurred in connection with said use of the Facilities, pursuant to this License or
prior hereto. In such event, the Marina Lessee shall be entitled to select counsel of its choice to
defend the claim; provided, however, that the Licensor shall be permitted, at its cost and expense,
to retain independent counsel to monitor the claim proceeding. Prior to taking possession of the
Facilities pursuant to this License, the Marina Lessee shall provide to the Licensee and the Licensor
a copy of its liability insurance along with the appropriate endorsement showing the Licensee and
the Licensor as additional insureds, which policy shall provide insurance coverage in a commercially
reasonable amount for similar types of facilities. In the event that the Marina Lessee fails to provide
a copy of the renewal information for said liability insurance policy or policies to the Licensee and
Licensor prior to the expiration date of said policy or policies, then the right to use the Facilities
pursuant to this License shall cease until such time as a copy of said renewal information for said
liability insurance policy or policies is provided to the Licensee and the Licensor.
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Licensee, or its agents or employees, shall be liable and responsible, to the extent permitted
by law, for any costs, liabilities, claims or damages, including, without limitation, reasonable
attorneys' fees and disbursements at the trial level and all levels of appeal, relating to death of or
.
injury to persons, or loss of or damage to property including, but not limited to, any violation by the
.
Licensee, its agents or employees of any Environmental Laws, any presence, release, or threat of
release of hazardous materials, hazardous wastes, hazardous substances, solid waste or pollution, at,
upon, under, from or within SSDI North by Licensee, its agents or employees, the failure of
Licensee, agents or employees to duly perform any obligations or actions required to be taken under
any Environmental Laws, including, without limitation, the imposition by any governmental
authority of any lien or so-called "super priority lien" upon ssm North, any clean-up costs, liability
for personal injury or property damage or damage to the environment, and any fines, penalties, and
punitive damages incurred by Licensor, its successors and/or assigns in title to SSDI North, and
resulting from, arising out of, or incurred in connection with the use of ssm North by Licensee, or
its agents or employees, in connection with the license herein granted or such use of SSDI North by
the Licensee. Licensee, or its successors and assigns shall defend any and all claims asserted against
Licensor, its successors and/or assigns, resulting from, arising out of, or incurred in connection with
the use of SSDI North by Licensee, or its agents or employees, guests, lessees or licensees in
connection with the license herein granted or such use of ssm North. In such event, Licensee shall
be entitled to select counsel of Licensee's choice to defend the claim; provided, however, the
Licensor shall be permitted, at its cost and expense, to retain independent counsel to monitor the
claim proceeding. Notwithstanding anything contained herein to the contrary, neither Licensee nor
its successors or assigns shall be obligated or liable to Licensor or any third parties for any costs,
MIA9801l19086-8
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liabilities, expenses, losses, claims or damages, including, without limitation, reasonable attorneys'
fees or disbursements at the trial level and all levels of appeal, in respect of third party claims
relating to death of or injury to persons, or loss of or damage to property, and resulting from, arising
.
out of or incurred in connection with the use of SSDI North by Licensee, or its successors and
assigns, and their respective agents or employees, in connection with the license herein granted or
the use of ssm North, for amounts in excess of those limitations on the statutory waiver of
sovereign immunity provided under Florida Statute ~ 768.28 (or any successor statute thereto), or
in respect of claims resulting from the intentional or negligent acts of Licensor, its officers, invitees,
lessees, employees, agents, guests, licensees or contractors. In the event that the Marina Lease
expires, or is canceled or terminated, and a new lease for the Marina is not immediately entered into,
then, for the period of time that there is no Marina Lease or a new lease for the Marina, Licensee
shall be liable and responsible, to the extent permitted by law, for any costs, liabilities, claims or
damages, including, without limitation, reasonable attorneys' fees and disbursements at the trial level
and all levels of appeal, relating to death of or injury to persons, or loss of or damage to property,
incurred by Licensor, its successors and/or assigns to the subject property, and resulting from, arising
out of, or incurred in connection with the use of the Facilities, pursuant to the terms of this License.
Licensee shall defend any such claim asserted against Licensor, its successors and/or assigns,
resulting from, arising out of, or incurred in connection with said use of ssm North, pursuant to this
License. In such event, Licensee shall be entitled to select counsel of Licensee's choice to defend
the claim; provided, however, that the Licensor shall be permitted, at its cost and expense, to retain
independent counsel to monitor the claim proceeding. Notwithstanding anything contained herein
to the contrary, Licensee (without limiting in any way the liability of the Marina Lessee) shall not
MIA9801/19086-8
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be obligated or liable to Licensor or any third parties for any costs, liabilities, expenses, losses,
claims or damages, including, without limitation, reasonable attorneys' fees or disbursements at the
trial level and all levels of appeal, in respect of third party claims relating to death of or injury to
.
persons, or loss of, or damage to, property, and resulting from, arising out of or incurred in
.
connection with said use of SSDI North pursuant to this License, for amounts in excess of those
limitations on the statutory waiver of sovereign immunity provided under Florida Statute F68.28
(or any successor statute thereto), or in respect of claims resulting from the intentional or negligent
acts of Licensor, its officers, invitees, lessees, employees, agents, guests, licensees or contractors.
IN WITNESS WHEREOF, Licensor and Licensee have executed this License as of the date
first written above.
Signed, sealed and delivered
in the presence of:
Name:
MIA9801/19086-8
WEST SIDE PARTNERS, LTD., a Florida limited
partnership
INC., a Florida
By:
CITY OF
a municipal
BEACH, FLORIDA,
ation
By:
THE MIAMI BEACH REDEVELOPMENT
AGENCY, a public agency organized and existing
17
Name:
Name:
pursuant to the Community Redevelopment Act of
1969, as amende Chapter 163, Part III Florida
Statutes
Q.
By:
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
/fj) yIj)L. TIU/d
RedevelOllfllenl /v,Jencf ~
C!"!,eral Counsel
MlA9801l19086-8
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.
APPROVED AS TO
FORM & lANGUAGE
& FOR EXECUTION
/f1t!f!Lr 5/~~.~
.......''":
. "',
......,-..-. .,
STATE OF FLORIDA
COUNTY OF ('I]lfJ(lIl- fJI}{)l
)
) SS:
)
The foregoing instrument w- acknowledged before me this l1!!. day of ~;I , 19 Jl.
by '(M/M) 1'1ImW as &1/ of West Side Partners, Inc., a. Florida corporation
which is a general partner in West Side Partners, Ltd., a Florida limited partnership, on behalf of the
corporation and the partnership. <HeI'she personally appeared before me, i.s personallv known to me
or produced as identification. .
OFFIClALNarA YSEAL
STEVEN M HELFMAN
NarARYPUBUC srATE OF FLORIDA
COMMISSION NO. CC726651
MYCOMMIS510N EXP, APR. 14
N00ry4
Print Name:
Notary Public, State of
My commission expires:
[NOTARIAL SEAL]
STATE OF FLORIDA )
) SS:
COUNTY OF )4./ fAu i - ~a de )
The foregoing instrument was acknowledged before me thisU1ay of J.I~ ' 19t1 by _
(W/,S'",I O. lu!diN as I1I.Ybr of City of Miami Beach, Flonda, a municipal
corporation, on behalf of the corporation. HeI~ersonally appeared before me, is personally
known to me or produced as identification. -
[NOTARIAL SEAL]
Notary:
Print Name:
Notary Public, State of ~ . '"
My commission expires: r.(-lA-,",,^O"'L-
OFFlClALNarARYSEAL
ULLJAN BEAUCHAMP
NarARY PUBUC sr ATE OF FLORIDA
COMMlSSION NO. CC73i372
MYCOMMISSJON EXP. APR. 29
MIA9801/19086-8
19
ST ATE OF FLORIDA )
) SS:
COUNTY OF l1iitMi-Dr."I-<- )
. The foregoing instrument was acknowledged before me this a.. '1ay of ~1 ,19i,2'
by fVt.Jv...:> O.II."cd,',.; as ~/n4/MJ of The Miami Beach Redevelopme tAgency,a
public agency organized and existing pursuant to the Community Redevelopment Act of 1969, as
amended, Chapter 163, Part ill Florida Statutes. HelsJie"'personally appeare.d before me, is llersonallf
known to me or produced - as identification.
[NOTARIAL SEAL]
~
Notary'
Print Name: ~
Notary Public, State of Pt.. lid Lj
My commission expires: C/. z..., . 'Z-<Ioo~
OFROALNOTARYSEAi
ULuAN BEA\JCHAF~ "RIDA
plJBUCsrATEO r~
NarARY ION NO. CC7383n
MY 'i:~~~ION EXP. APR. 19 2002
MlA980 1 119086.8
20
"".
.JOINDER
The undersigned, MIAMI BEACH MARINA ASSOCIATES, LTD., a Florida limited
partnership, as the Marina Lessee, hereby joins in the foregoing License for purposes of confirming
its agreement to the provisions thereof
.
MIAMI BEACH MARINA ASSOCIATES, LTD., a
Fwridalimitedpartnership.
By: SoBe Marine, Inc., a Florida corporation,
general partner
By:
esident
E
STATEO~ )
) SS:
CO~T\) __
-- -
The foregoing instrument was acknowledged before me thi~ Of/2 /7 ,"/9ff
by Robert W. Christoph as President of SoBe Marine, Inc., a Florida corp()~~the
general partner of Miami Beach Marina Associates, Ltd., a Florida limited partnership, on behalf of
the corporation an~art]f,s1Up. HeI~e personally a~pe~ed b~fore me, is personally known to
me or produced ;€ L-i' as IdentificatIOn.
[NOTARIAL SEAL]
r---<5fFTCIAL NarARYSEAL
1 DIANNE CAPESTANY
'"mARYPUBUcsrATEOF FLORIDA
" COMMISSION NO. CCMl1lffl
'," ' ("OMM15S1(1N EXP. AUG. 12 1
"~'_'. .."....., .w.._
MlA9801/19086-8
21
CONSENT AND SUBORDINATION
The undersigned, ORIX USA CORPORATION, a Delaware corporation, as the holder of
the leasehold mortgage encumbering the Marina Lease, and recorded in Official Records Book
17673, Page 2862 of the Public Records of Miami- Dade County, Florida, hereby consents to the
foregoing Improvements License and subordinates the lien of said mortgage to the rights granted in
said Improvements License.
ORIX USA CORPORATION, a Delaware
corporation
~~~$
Name:
(bEVL<.. I A
STATE OF FLORwA V
)
COUNTY OF F (j !-iDrl
) SS:
)
foregoing' trument w.as acknowledged before ~e/his~ay of ~ ,wi?'
by ,as .1':/0 ..::;,tziL,tl/rL._ of ORIX
USA C RP TI N, a Delaware corporation, on behalf of the corporation. He/she personally
appeared before me, is personally known to me or produced as
identification.
[NOTARIAL SEAL]
NG eX ~
Print Name: ~;A ~~=:V'
Notary Public, State of
My commission expires:
Notary Public, Fulton county, Georgia
My Commission Expire. July 29, 2001
MlA9801l19086-8
22
.
EXHIBIT "A"
ssm NORTH PARCEL
Lots 30 through 42, inclusive, in Block 111, of OCEAN BEACH FLORIDA ADDITION NO.3,
according to the Plat thereof, as recorded in Plat Book 2, at Page 81, of the Public Records of
Dade County, Florida, together with the accretions thereto.
ALSO:
Lots 43, 44, 45, 46, 47, 48A, 49B and 50C of DADE COUNTY PROPERTY, according to the
Plat thereof, as recorded in Plat Book 14, at Page 70, of the Public Records of Dade County,
Florida, together with the accretions thereto.
EXHIBIT "B"
SSDI SOUTH PARCEL
Lots 1 through 14, inclusive, in Block 111, of OCEAN BEACH FLORIDA ADDITION NO.3,
according to the Plat thereof, as recorded in Plat Book 2, at Page 81, of 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 feet of Section 10, Township 54 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 Avenue 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 feet to a point; thence Westerly 208.1 feet more or less along a
line parallel to and 132.0 feet 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; thepce Easterly along the Northern line of Section 10, 285.0 feet 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
feet of Section 10, 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 feet South of the Northern
line of said Section 10, and bounded on the West by Biscayne Bay, together with the accretions
thereto.
RECORDER'S NOTE: The legal description of the ssm South Parcel appearing in this Exhibit
"K:' is being provided for informational purposes only. The foregoing instrument does not affect
rtt:r'e to the SSDI South Parcel. The Recorder's Office is hereby directed not to post this
instrument against title to the ssm South Parcel described in this Exhibit~'.
EXHIBIT "c"
CORE PARCEL
All of Lots 22 through 29, inclusive, and Lot 21, less the Southerly 40 feet thereof, in Block I 1 I,
of OCEAN BEACH FLORIDA ADDITION NO.3, according to the Plat thereof, as recorded in
Plat Book 2, at Page 81, of the Public Records of Dade County, Florida; together with a 40-foot
right-of-way on the Bay side of the Hope and Rebecca Tower property, (being Lots 15 through
20 inclusive and the Southerly 40 feet of Lot 21 in Block 111, of OCEAN BEACH FLORIDA
ADDITION NO.3);
TOGETHER WITH:
The West 2 feet of Lots 15 through 20, inclusive, and the Westerly 40 feet of the Southerly 40
feet of Lot 21, in Block 111, of OCEAN BEACH FLORIDA ADDITION NO. 3, according to the
Plat thereof as recorded in Plat Book 2, at Page 81, of the Public Records of Dade County,
Florida.
EXHIBIT "D"
150 Foot Easement Area
Lots 30, 3 I and 32, in Block 1 I I, of OCEAN BEACH FLORIDA ADDITION NO.3, according
to the Plat thereof, as recorded in Plat Book 2, at Page 8 I, of the Public Records of Dade County,
Florida.