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HomeMy WebLinkAbout10 Improvements Sublicense " @ This Instrument Prepared By: Lawrence A. Levy First Assistant City Attorney City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 IMPROVEMENTS SUBLICENSE 04C{- This Irnprovements Sublicense (the "Sublicense") is execute~this (J.'1'-tay of ~, 1999 by and among 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 III, Florida Statutes, as amended (the "Redevelopment Agency") (the City and the Redeveloprnent Agency hereinafter sometimes collectively referred to as the "Licensee"), and MIAMI BEACH MARINA ASSOCIATES, LTD" a Florida limited partnership (the "Sublicensee" or "MBMA"), WIT N E SSE T H: WHEREAS, the City was the owner of the parcel of/and known as ssm North (as more particularly described in Exhibit A attached hereto and made a part hereof); and WHEREAS, the City, as landlord, and Camer-MasonAssociates, 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 (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, recorded in Official Records Book ~ at Page ~ Public Records of Miami-Dade County, Florida (the "Fourth Amendment to the Marina Lease"); said Lease Agreement, as amended (hereinafter sometimes collectively referred to as the "Marina Lease"); and .:lATTO\LEVUr.u.kINAIlIoCPUCN..OOC , , 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, in order to resolve certain controversies and the litigation involving ssm North, ssm South (as more particularly described in Exhibit B attached hereto and made a part hereof), and the Core Parcel (as more particularly described in Exhibit C attached hereto and made a part hereof), the City, the Redevelopment Agency and West Side entered into a stipulation and order ("Order") in the case styled West Side Partners, Ltd.. a Florida limited oartnership. Plaintiff, vs. City of Miami Beach. Florida. a Florida municipal corooration. and the Miami Beach Redevelooment Agencv, a Florida municioal agencv omanized and existing pursuant to the Community , Redevelooment Act of 1969. Defendants, in the 11th Judicial Circuit in and for Miami-Dade County, Florida, Case No, 82-24526-CA-30 (the "1997 Litigation"); and WHEREAS, the 11 th Judicial Circuit in and for Miami-Dade County, Florida approved the Order on October 19, 1998; and WHEREAS, in conjunction with the settlement of the 1997 Litigation, the City has transferred title to ssm North to West Side Partners, Ltd" a Florida limited partnership ("West Side"),; and WHEREAS, West Side, the City and the Redevelopment Agency have entered into that certain Improvements License, dated as of , 1999 (the "Improvements License"), and MBMA has joined therein, providing for the use of certain existing improvements located on SSDI North; and WHEREAS, it is necessary and desirable that the Licensee and MBMA enter into an agreement for the use of certain improvements covered by the Improvements License, in order to I'MTRN..I!V~\UJJl.IN"~~~DOc 2 allow MBMA to utilize such improvements in the operation of the Miami Beach Marina located at 300 Alton Road, Miami Beach, Florida 33139 (the "Marina"), NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensee and Sublicensee hereby agree as follows: 1. Recitals, The foregoing recitals are true and correct and are incorporated herein by reference, 2, Sublicense, Licensee hereby grants to the Sublicensee a license to use the existing facilities located on ssm North, including, but not limited to, the use of the building known as 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 (with the exception of the fueling facilities located and permitted within the 150 foot-wide easement area described in Exhibit D hereto), which shall be promptly moved by the Sublicensee to the Core Parcel, and stored in a manner which cornplies with all applicable laws, regulations and ordinances governing same, at the sole cost and expense of the Sublicensee, until such tirne as West Side (in its sole discretion) in accordance with the Improvements License and this Sublicense needs the site(s) where the Existing Facilities are located for construction and/or staging, and/or environmental audit orremediation purposes, whereupon West Side shall provide ternporary laundry, lavatory and shower facilities, along with the location on SSDI 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 F:lATTO\LZVUWAaJN^llt.lPl..lCN4.DOC 3 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 rnay determine, in its sole discretion, pursuant to the procedures set forth in this Sublicense (the Existing Facilities and the Ternporary 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 Sublicensee without any payment of rent by the Sublicensee, 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 Sublicensee and shall review said plans with the Sublicensee 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 without disrupting West Side's construction work (either within SSDI North or on a barge adjacent to the seawall abutting SSDI North), and there shall be continuous access to the Baywalk, no interruption of utility service, and continuous access to the Ternporary Facilities, subject only to emergency interruption or other brief access interruption, as may be required for seawall installation and repair, Although the Sublicensee shall not be charged any rent in connection with its use of the Facilities pursuant to this Sublicense, the Sublicensee shall pay any costs or expenses associated with the use of the Facilities, including, but not limited to, the cost of rnaintaining the Facilities, the cost of insurance premiums associated with the Facilities, as well as any real estate taxes assessed against the Facilities f:lATI'(I\LEVUNAlUN"'~POC 4 (excluding the taxes for the land upon which the Facilities are located), Licensee shall not bear any costs or expenses in connection with the Sublicensee's use of the Facilities, 3, Construction Sequencing on SSDI 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 Proj ect (as hereinafter defined) on S SD I North pursuant to the concept plan referenced in the 1986 ssm Documents (as such term is defined in the Improvements License), 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 agreed in the Improvements License, 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 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.e" after West Side elects to commence the construction of either the Project to be built on the northerly portion ofSSDI 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 Sublicensee) 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 P,\ATfO,UVLIMAaJNAIJIll!'UC)I4.00c 5 conducted on SSDr North which will result in the Sublicensee 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 and Sublicensee not lose parking on all ofSSDI North at the same time, but only on one site at a tirne); provided, however, that upon providing the written notice described in the Parking License granted by West Side and other Porto fino 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 SSDr North, West Side may commence a de minimis environmental rernediation that involves ten (10) 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 tirne that the other site for a Project is either under construction or environmental remediation. 3,2 Notice, West Side shall provide not less than 10 days written notice to the City, the Redevelopment Agency and the Sublicensee 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 the Sublicensee of the date when any required environmental rernediation on SSDr North will commence, and not less than 90 days written notice to the City, the Redevelopment Agency and the Sublicensee of the date when it shall commence construction on SSDr North; provided, however, that the Sublicensee 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 Sublicense, f:llr,'TlUIUVL\MAIllNA,\lW'UCN4.DOC 6 3,3 Stal!im!, When constructing a Project on either the northerly portion of SSDI North or the southerly portion ofSSDINorth pursuant to the Concept Plan, West Side shall not stage the construction on rnore 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 Sublicense shall expire at such time as West Side cornpletes and delivers to the City, and the City delivers to the Sublicensee, the parking spaces and the laundry, lavatory and shower facilities to be located on SSDI North and SSDI South, as set forth in the Settlement Agreement (as such term is defined in the Improvements License, 5, Entire Al!l"eernent. This Sublicense 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, 6, Counterparts, 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. 7, Severability, If any provision or portion thereof of this Sublicense 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 Sublicense, 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, "V,l"f{J.UVLIWAIUNAllNPUcN4.DOo: 7 8, Conflict of Law, This Sublicense 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 Sublicense have participated fully in the negotiation and preparation hereof; and, accordingly, this Sublicense shall not be rnore strictly construed against anyone of the parties hereto, 9, Amendment. This Sublicense shall not be modified, altered or amended except by an instrument in writing signed by or on behalf of the parties hereto, 10, Assignment. The Sublicensee shall not assign, transfer or otherwise encumber this Sublicense, or any interest herein, to any other person or entity, except the Sublicensee may allow its ernployees, agents, guests, invitees, lessees, and licensees to use the Facilities on ssm North, in accordance with the provisions of this Sublicense, Any other attempt to assign, transfer or encumber or any assignment, transfer or encumbrance of this Sublicense in violation hereof shall be void and unenforceable, 11, Notices, Any notices required or permitted to be given under this Sublicense shall be in writing and shall be deerned to have been given if delivered by hand, sent by recognized overnight 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 Redeveloprnent Agency at: 1700 Convention Center Drive Miami Beach, Florida 33139 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 ll:V..rrcn.EVLIM.uJN^IIMPU~1XlC 8 Attn: Thomas V, Eagan, P,A. If to Sublicensee: Miami Beach Marina Associates, Ltd, Miami Beach Marina 300 Alton Road Miami Beach, FL 33139 Attn: Robert W. Christoph With a copy to: Carter McDowell, Esquire Bilzin Sumberg Dunn & Axelrod LLP 2500 First Union Financial Center Miami, Florida 33131 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, 12, Indemnification, By execution of this Sublicense, the Sublicensee (on behalfofitself and its successors and assigns) consents and agrees to abide by the terms and conditions of this Sublicense, and hereby indemnifies Licensee and LicensOl; and holds Licensee and Licensor 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 Sublicensee, 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"), 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 arising out of the activities of the Sublicensee, its invitees, agents, employees, guests, P,IATro\l..II:VI.\WAIW'lAIlMPLlCN4.llOl;: 9 lessees or licensees, the failure of Sublicensee, 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 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, or any fines or assessments arising out of failure of the Sublicensee, its invitees, agents, employees, guests, lessees or licensees to comply with any laws, rules, regulations or ordinances governing the use of the Facilities, which Licensee and/or the Licensor incur as a result of the Sublicensee's using the Facilities, but excluding any claim resulting from the intentional or negligent acts of the Licensee or Licensor (and their successors and assigns), and their respective officers, employees, agents or contractors, Sublicensee (and its successors and assigns) shall defend any such claim asserted against the Licensee, its successors and/or assigns and/or Licensor, its successors and/or assigns, resulting frorn, arising out of, or incurred in connection with said use of the Facilities, pursuant to this Sublicense or prior hereto, In such event, the Sublicensee shall be entitled to select counsel of its choice to defend the claim; provided, however, that the Licensee and/or Licensor shall be permitted, at their cost and expense, to retain independent counsel to rnonitor the claim proceeding, Prior to taking possession of the Facilities pursuant to this Sublicense, Sublicensee shall provide to the Licensee and Licensor a copy of its liability insurance along with the appropriate endorsement showing the Licensee as an additional insured, which policy shall provide insurance coverage in a commercially reasonable amount for similar types of facilities, In the event that Sublicensee fails to provide a copy of the renewal information for said liability insurance policy or policies to Licensee and Licensor prior to the expiration date of said policy or policies, then the right to use the Facilities F:\ATnN.IlVLIM....lNA\IWPLlCl'f4.DOC 10 pursuant to this Sublicense 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 Licensor Sublicensee, or its agents or employees, shall be liable and responsible 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 Sublicensee, 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, frorn or within ssm North by Sublicensee, its agents or employees, the failure of Sublicensee, its 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 fmes, penalties, and punitive damages incurred by Licensee or LicensOl; their successors and/or assigns or the successors in title to ssm North, and resulting from, arising out of, or incurred in connection with the use of SSDI North by Sublicensee, or its agents or employees, in connection with the sublicense herein granted or such use of SSDI North by the Sublicensee, Sublicensee, or its successors and assigns shall defend any and all claims asserted against Licensee or LicensOl; their successors and/or assigns, resulting from, arising out of, or incurred in connection with the use ofSSDI North by Sublicensee, or its agents or employees, guests, lessees or licensees in connection with the Sublicense herein granted or such use ofSSDI North, In such event, Sublicensee shall be entitled to select counsel of Sublicensee's choice to defend the clairn; provided, however, the Licensee or Licensor shall be P,IA'l"\'OIl.SVLIN.uuNAIDI(J'I..ICN4.[lOC 11 permitted, at their cost and expense, to retain independent counsel to monitor the claim proceeding, Notwithstanding anything contained herein to the contrary, neither Sublicensee nor its successors or assigns shall be obligated or liable to Licensee, Licensor, or any third parties for any costs, liabilities, expenses, losses, clairns or damages, including, without liIflitation, reasonable attorneys' fees or disbursements at the trial level and all levels of appeal, in respect of third party clairns relating to death of or injury to persons, or loss of or damage to property, and resulting from, arising out of or incurred in connectron with the use of SSDI North by Licensee, LicensOJ:; or their successors and assigns, and their respective agents or employees, in connection with the sublicense herein granted or the use of SSDI North in respect of claims resulting from the intentional or negligent acts of Licensee or Licensor, or their respective officers, invitees, lessees, employees, agents, guests, licensees or contractors, IN WITNESS WHEREOF, Licensee and Sublicensee have executed this Sublicense as of the date first written above, WITNESSES: Name: F'''-TTOIt.EVUMAlUHA\lMPUCN4.DOC' CITY OF MIAMI BACH, FLORIDA, a municipal By: THE MIAMI BEACH REDEVELOPMENT AGENCY, a public agency organized and existing pursuant to the Community Redevelopment Act of 1969, as amen~dChaPter 163, Part III Florida Statutes ~ By: APPROVED AS TO FORM & LANGUAGE & FORrP:ECUTION APPROVED AS TO FORM & lANGUAGE & FOR EXECunON 14e~~ G~nero' Counsel \,1kf'1 Dale 11i~ City A1Iomey . ~2 t)fijiiiill?liEwb r''^Tl'tl\LEVLIMARINAIIMPUctU.1)O(: MIAMI BEACH MARINA ASSOCIATES, LID" a Florida limited partnership By: SoBe Marine, Inc" a Florida corporation, general partner 13 STATE OF FLORIDA ) J..1' ~ ) SS: COUNTY OF (au;'" de.. ) , The foregoing ins~ent was acknowledged before me this U'tj of"iJvJ.L. 191jby_ ..Jv'ISbJ 0, ;a..s.dll\J as iAl~tr"") ofCityofMiamiBeach,F~'municipal corporation, on behalf of the corporation, He/s)w personally appeared before me, is personall~ known to me or produced as identification, [NOTARIAL SEAL] ~~:~1:it/;::~~z;~~ Notary Public, State of R;,,-,v L:. . My commission expires: 'I- 2IJ-~"> OFFICIAL NarARYSEAL ULLlAN BEAUCHAMP NOTARY PUBUC srATE OF f1.0RIDA COMMISSION NO, CC738372 MY COMMISSION EXP. APR. 29,200~ STATE OF FLORIDA ) ) SS: COUNTYOF ).I1'~i- h(d, ) The foregoing ~nstrume~as acknowledged before me this .2f ~y of H..a:t. ,19.tJ by /VtISt.J O. tll.1JIN as f'. "rH~ of The Miami Beach Redevelopment Agency, a public agency organized and existing pursuant to the Community Redevelopment Act of 1969, as amended, Chapter 163, Part III Florida Statutes, He/sI!e" personally appeared before me, is personally known to me or produced as identification, ~, [NOTARIAL SEAL] NOtary:~/.L.o.: aAJ_.4__p Print N~e: td 11'a0 'A~iJd..{j~ Notary Public, State of R-<J n~ My commission expires: L(~ ~-;I.Ol'1---. OFFICIAL NOTARY SEAL ULLIAN BEAUCHAMP NOTARY PUBUC srATE OF FLORIDA COMMISSION NO, CC738:172 MY COMMISSION EXP, APR, 29 2002 STATE O~ORIDA ) j ) SS: COUNTY OF ,.;. </J....JZ.<- ) The foregoing instrument was acknowledged before me thi~Of ~ (),""-!J by Robert W. Christoph as President of SoBe Marine, Inc" a Florida corpo~the !'M1"fU\U\I1..I/o(AllINAllIoII'UCNoLOOC 14 general partner of Miami Beach Marina Associates, Ltd" a Florida limited partnership, on behalf of the corporation and ~ers~, He/she personally appeared before me, is personally known to rne or produced c::., ~d L--i ~ as identification, [NOTARIAL SEAL] <==- :',,;{L,{J~{7-,;; Notary Public, State of My commission expires: OFHClALNorARYSEAL DIANNE CAPESTANY NorARY PUBUC STATE OF FLORIDA COMMISSION NO, CC669787 MY COMMISSION EXP, AUG, li?OOl P"'~UMAlIINA\lIoII'UCN4.DOC 15 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 Sublicense and subordinates the lien of said mortgage to the rights granted in said Sublicense, ORIX USA CORPORATION, a Delaware corporation :?-~~v Namr;;;::;;~p. _~,1(JY )"r QEOe(y A STATE OFl'LUKIlJA: ) ) SS: COUNTY OFF()~~ The foregoing instrument was acknowledged before me this/O day of lJEC. ,192t' by 7\EU f J::J::: I,UIUFIL ,as V/~E nF,S;{)f,/I.T of ORlX USA CORPORA ION, 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] NQ~cf~~ Print Name: - nJ./9.. r./ Notary Public, State of My commission expires: ~ PublIc, FuIon oaunty. GeooaIa ~~,.,' '1nElpna"",..aG01 - -All MIA9510/178489-14 16 , EXHIBIT "A" SSDI NORTH PARCEL Lots 30 through 42, 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, 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 I through 14, inclusive, in Block I II, 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 Avenue 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 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 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; thence 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 SSDI South Parcel appearing in this Exhibit "R" is being provided for informational purposes only, The foregoing instrum, ent does not affect true to the SSDI South Parcel. The Recorder's Office is hereby directed not to post this instrument against title to the SSDI South Parcel described in this Exhibit .:t', EXHIBIT "C" CORE PARCEL All of Lots 22 through 29, inclusive, and Lot 21, less the Southerly 40 feet thereof, in Block Ill, of OCEAN BEACH FLORlDA 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 11 I, of OCEAN BEACH FLORlDA 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 FLORlDA 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, 31 and 32, 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,