the harbour - technical proposal

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Tel - 786.866.9854 Fax - 305.431.61.94 2950 SW 27 Avenue, Suite 100, Miami, FL 33133

May 10, 2013

The Honorable Tomas P. Regalado

Mayor of Miami

and Honorable Members of the Miami City Commission

Miami City Hall

3500 Pan American Drive

Miami, Florida 33133

Dear Mayor Regalado and City Commissioners:

Grove Bay Investment Group is pleased to submit this comprehensive proposal for the design, nancing,new construction, maintenance, leasing and operation of a marina and boatyard including dry storage, an

improved fuel station, two formal restaurants, a casual restaurant and entertainment area, an indoor/outdoor

event meeting space, an inviting baywalk with new oating dock and nger piers and public promenade

extending into the bay, a much-needed parking garage and site-appropriate shopping adjacent to historic City

Hall. The Pan Am hangars will be completely renovated and historically preserved. It will be the nest such

community facility anywhere in America, a vibrant destination offering a variety of dining and entertainment

experiences for residents and visitors, boaters and non-boaters alike.

We are prepared to invest at least $17.9 million in private capital to reconstruct this public property.

We have guaranteed to pay a minimum annual rent of $1.8 million, inclusive of rent for the parkinggarage, and we have proposed $26.9 million in total rent payments to the City from commencement of

construction through the rst full 10 years of operations.

Comprised in part of the organization that built and in 2002 opened the adjacent Grove Harbour Marina and

Caribbean Market, Miamis premier marina and mixed-use retail and ofce development, we are expertly

positioned to modernize and reconstruct this new location. We assembled best-in-class professionals from

every required discipline in assembling our truly local team. Each of our team members are leaders in

marina operations, restaurant management, building and landscape architecture, historic preservation and

construction. Our key, hometown team members include:

Alan Lima and Antonio Zamora Jr., leaders in Miamis marina industry with decades of hands-onmanagement and operating experience.

Dave Shula, son of legendary Coach Don Shula, who will bring his familys iconic restaurant brand to

the heart of Coconut Grove.

Bernardo Fort-Brescia of Arquitectonica International and Jeremy Gauger of ArquitectonicaGEO,

its landscape architecture and sustainability afliate.

IN HISTORIC COCONUT GROVE


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TAB 1 :: Proposal NarrativeTAB 2 :: Illustrative Drawings

TAB 3 :: Financial Model

TAB 4 :: RFP Attachments

Attachment 1 :: Registration Form

Attachment 2 :: RFP Checklist

Attachment 3 :: Proposal Summary Form

Attachment 4 :: Qualication Summary Sheets

Attachment 5 :: Project Experience Forms

Attachment 6 :: Entity Certication Forms

Attachment 7 :: Disclosure and Disclaimer Form

Addendum Acknowledgment Form

TAB 5 :: Supporting Documentation

Menus

Restricted Escrow Letter : $7,000,000

Financial Letters & Evidence of Intent to Finance

Marketing Analysis Report

Litigation & Legal Dispute History

Disclosure Statements

Letters of Intent & Reference Letters

Licenses & Certications

Resumes

Community Investment

Location Afdavits & Local Business Tax Receipts


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RFP No. 12-13-001 | Lease of City-owned Waterfront Property for Marina/Restaurant/Retail UseIN HISTORIC COCONUT GROVE

1

INTRODUCTION

Miamis waterfront immediately north of historic City Hall at Dinner Key is a noisy and congested boat

storage facility, where patrons must dodge forklifts and step around grease slicks to visit either a drab and

unremarkable bar/eatery or an uninviting, bunker-like formal restaurant.

The Magic City deserves far better than this. Miamis residents and visitors deserve a safe upland marina,

a vibrant menu of dining options, a remarkable space for special events and functions, location-appropriate

shopping and a world-class experience, be it formal or laid-back, boater or landlubber, all at the edge of

beautiful Biscayne Bay.

The Harbour in Historic Coconut Grove will deliver precisely that experience. All-new construction

will provide dry storage for 406 boats, whose on-site movement will be safely isolated from pedestrians and

vehicles; two upscale restaurants, including the iconic Coach Don Shula brand; an upgraded and relocatedfuel station; an expansive and elevated indoor/outdoor event space overlooking the bay; a casual outdoor

restaurant with an entertainment area; an inviting baywalk with new oating dock and nger piers; retail

shops geared to serve the marine community and local neighborhood needs, and a public mini-park . . . all in

a lushly landscaped setting emphasizing native trees and foliage and building materials.

The Grove Bay Investment Group team has deep roots in our community. For many of us, it is our home

or daily workplace. We respect the Groves unique heritage and character, and we want the entire Grove

business district and nearby residential areas to ourish as the success of The Harbour helps restore luster to

our irreplaceable - and irrepressible - bayside village.

Shulas

Ocano

Boat storage

Hangar 42

Fuel service

City Hall

Fresh Market

Boat entry

Miami Parking

Authority Garage

Park space

Future park

Park space

Banyan TreeParkRetail

Grove Harbour

Marina

Dry racks

Historic

Aviation

element

Floating tourist

docks

Descriptive Use Plan


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1 :: DESCRIPTION OF PROPOSED FACILITIES AND AMENITIES

Grove Bay Investment Group LLC proposes a complete transformation of this unique, public property. With

the exception of the two existing hangars, each of which will be extensively renovated and historically

preserved, all structures now on the site will be demolished and replaced with new construction designed and

situated to achieve the guiding principles of the Coconut Grove Waterfront Master Plan.

Major components of The Harbour and its $17.9-million project budget include:

A two-story, formal dining restaurant that will be home to Shulas Steak &Seafood, with its legendary Shula-cut steaks and signature seafood entrees.

The ground oor will accommodate 150 persons in 6,000 square feet of air-

conditioned space and another 50 persons in a covered outdoor patio, and will

feature an indoor/outdoor bar at the waters edge. Floor-to-ceiling windows

will enhance inside diners water views, and valet parking will be provided.

A second, formal dining restaurant, Ocano Seafood-Cebicheria, sharinga water-view breezeway with its neighbor, Shulas. Its menu will feature

primarily seafood with an emphasis on Peruvian cuisine and other Latin

fusion avors. The ground oor will accommodate 150 persons in 5,500

square feet of air-conditioned space, another 50 persons in a covered outdoor

patio, and 25 persons in open-air seating around the existing, landmark

banyan tree. It, too, will have full-height windows and an indoor/outdoor bar

on its water side.

Unifying and connecting the second oor of Shulas with that of Ocano, acommon rooftop event space. The Harbour Terrace will offer 4,000 square

feet of air-conditioned interior space (positioned above Shulas) and 7,500

square feet of open platform spanning across the top of Ocano. The interior

space will accommodate seating for up to 200 persons attending wedding

receptions, cocktail parties, corporate or civic events, and the like. The

open-air area will have umbrella/table seating for another 200 persons, with

breathtaking views of Biscayne Bay, historic Miami City Hall, Dinner Key

Marina and other neighborhood highlights.

A casual dining restaurant, Hangar 42 Pub & Grub, evoking the spiritof the Sikorsky S-42 ying boat designed by Charles Lindbergh for Pan

American World Airways and which ew into and out of Dinner Key. Hangar

42 will be one story, with high ceilings, and provide seating for 250 persons

in a mix of covered and open-air space, all with incredible views of the bay.

The menu will feature sh tacos, burgers, fresh grilled sh, salads, sandwiches

and other light fare, along with a wide selection of wines and craft beers. Live

entertainment will be provided on weekends. As with Shulas and Ocano,

Hangar 42 will offer dockside service, take-away meals for those wishing

to dine aoat or at home.

42PUB & GRUB

hangar

k

OceanoSEAFOOD - CEBICHERIA

TERRAC


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View from formal dining breezeway toward S. Bayshore Drive

Dry storage for 406 boats, 350 on brand-new and relocated racks and 56 on new racks inside acompletely refurbished North Hangar, a signicant 25% boost to the boating community from the

current capacity of only 325 boats. Launch of boats will relocate entirely to neighboring Grove

Harbour Marina. The principals of Grove Bay Investment Group have reached agreement with the

principals of Grove Harbour Marina to grant The Harbour entry into the marinas next-door facility

where two new launch and staging areas will be created to efciently accommodate the additional

boat trafc. Importantly, all on-site movement of boats will be safely separated from pedestrians and

vehicular trafc. The existing boat-launch area will be converted for use only as waterborne visitorstransient tie-ups, and the new boat fueling facility will be relocated to the extreme southernmost

corner of the property, farthest away from restaurant patrons.

A spectacular view corridor through to the water, all the way from Pan American Drive near its

intersection with South Bayshore Drive. Each side of the corridor will be lined with mature owering

GRAPHIC OF VIEW CORRIDOR

View of restaurants from new public pier


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trees, creating a colorful canopy. The corridors terminus will be a new public pier, some 2,400

square feet in size, extending into the bay and connected to the improved baywalk. New docks and

nger piers will be constructed to encourage more boaters to visit and more visitors to enjoy our

incomparable waterfront paradise.

Retail totaling 20,000 square feet inside an entirely renovated South Hangar, with emphasis onmarine-related supplies and equipment. As with the North Hangar, it will be thoroughly modernized

and historically restored. An additional 2,700 square feet of convenience retail will be located in the

space between the two hangars.

Preservation of all large trees existing on the property, particularly the signature banyan, which willanchor a new park. Banyan Tree Park will be a signicant one-third acre in size, a passive area for

relaxation and recreation open to the general public, and other open, green areas dot the site. Plantings

will feature species native to Florida and dominant in Coconut Grove, and building materials andpathway pavers will use coral rock and other natural materials.

A monument and/or exhibit in the central roundabout at the heart of the property, celebrating the rich

aviation history of Dinner Key and Coconut Grove. Intended to grow awareness, for residents and visitors

alike, about the importance of Miami in the pioneering days of U.S. aviation, the installation will result

from our proffered collaboration with HistoryMiami, our communitys leading historical association.

A four-story parking garage with 526 vehicle spaces above 40,000 square feet of ground-oorretail shops. We propose for the garage to be directly accessible from South Bayshore Drive, with a

curvaceous and soft-edged street-side wall and a densely foliated trellis canopy atop the entire garage

presenting a lushly green panorama to our neighbors across South Bayshore Drive. A knee wall designelement will prevent car headlights from shining out and into nearby condominium windows at night.

South Bayshore Drive looking northeast toward Parking Garage


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2 :: DESCRIPTION OF PROPOSED IMPROVEMENTS

Our proposal complies with the spirit and intent of the Coconut

Grove Waterfront Master Plan, and would implement, for

the rst time, some of the most critical, principal elements

of that guiding design document. Our proposal strikes an

appropriate balance between waterfront uses and land-

based uses, creating active and passive spaces for both the

boating and non-boating communities. Our mission is to

attract residents and visitors to the waters edge at this rare

Coconut Grove location, and to provide a unique experience

unequalled anywhere in South Florida.

The site will use a combination of direct and indirect lightingxtures to provide safety and comfort with minimum glare.

Up-lit trees will add to the ambiance lighting in the evening.

Special attention will be given to parking lots, pedestrian

accessways and the improved baywalk. High-efciency

equipment will be used throughout. We envision a greener

and shadier property overall, with unied signage to improve pedestrian and bicycle circulation. New, street

side monument features for Miami City Hall and The Harbour destination will be installed at both corners

of Pan American/South Bayshore Drives, as well as appropriate signage at the second site entrance on Pan

American Drive near Clipper Circle at City Hall, and at the present entrance on Chart House Drive at South

Bayshore Drive. These new landscaping, signage and circulation features will help buffer the trafc on South

Bayshore Drive while emphasizing the propertys beauty and view corridors.

Our detailed renovation and redevelopment plan is extremely aggressive. Phase 1 maintains marina operations

and the pre-renovation casual dining restaurant, while fencing off the existing Chart House Restaurant to

demolish it and begin construction of Shulas and Ocano and The Harbour Terrace, as well as creation of the

two addition boat launching and staging areas at Grove Harbour Marina. Phase 2 winds down the existing

marina operations and fences it off, working with existing tenants to accommodate their boat-storage needs

and commences construction of the new dry rack boat storage and renovation of the North Hangar. Phase

3 commences construction of Hangar 42, the complete restoration of the South Hangar, and installation of

the new internal roadway system. Phase 4 stops operation of the pre-renovation casual dining restaurant,

demolishes those structures and builds the new facility, and nishes installation of Banyan Tree Park andother common areas.

Master Plan


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Demolition would commence as soon as all necessary approvals are obtained. New construction of all

components would commence no later than three months after all necessary approvals are obtained, and all

new construction would be completed within 18 months from the time of permit approval. Our goal would

be to nish the entire development as quickly as feasible, in order to maximize the economic objectives

desired by the City. The two existing hangars, steel frame industrial architecture rare in South Florida, will

be historically refurbished to their best and highest utilization. The hangars exterior walls will be repaired

and restored, with all non-historic additions to the hangars removed. Our experience refurbishing the historic

hangars at Grove Harbour Marina and Caribbean Marketplace will be an asset for this element of the

development program. Both hangars will be brought to hurricane and windstorm resistance standards.

A copy of the proposed site plan and additional illustrative renderings are provided at Tab No. 2 of this binder

The Harbour - Proposed Site Plan

3 :: QUALIFICATIONS AND EXPERIENCE OF PROPOSER

Grove Bay Investment Group, a limited liability company, is a marina and hospitality development venture

comprised of Eduardo J. Garcia and Giraldo Leyva Jr., each of whom serves as a corporate manager

and either of whom may bind this proposer. Grove Bay Investment Group is located at 2950 SW 27th Avenue

Suite 100, Miami, FL 33133. Grove Bay Investment Groups contact person and ofcial representative is

Francesco Balli. His phone number is (786) 866-9854. His email address is [email protected]

Mr. Garcia, who moved to Miami at age seven, is an entrepreneur with more than 18 years experience

in business, real estate, nance and lending. He is the managing member of American Realty Capital

LLC, ARC|TREO and related entities (together ARC). ARC has completed more than $350 million in real


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estate transactions consisting of retail, ofce, student-housing projects, residental, multi-family, and land

transactions. ARC closed transactions totaling more than $40 million in 2012 alone. Mr. Garcia also holds the

majority interest in Shulas 347 Grill in Coral Gables, which in turn controls the concepts development rights

for parts of Miami-Dade County. Additionally, Mr. Garcia held the controlling interest in a venture which

owned two Lime Fresh Mexican Grills, which were sold as part of the brand and store sale to Ruby Tuesday

for $24 million. Mr. Garcia also is an attorney and president of Eduardo Jose Garcia, P.A. For 10 years prior

to opening his own law practice, he was the managing partner of Garcia and Baloyra, a boutique real-estate

transaction rm. He also serves as a member of the board of directors of the Miami-Dade County chapter of

Rebuilding Together, the nations largest volunteer organization dedicated to rebuilding and rehabilitating

housing for the poor and disabled.

Mr. Leyva, born in Coconut Grove and a life-long Miami-Dade resident, is an entrepreneur with more than

20 years experience in development and managing companies that span the globe. He is the principal at

Leyva Capital, an investment fund with a focus in cash-owing businesses and specializing in marine-relatedcompanies. Among his successful developments, Mr. Leyva was one of the key individuals that created

the Grove Harbour Marina and Caribbean Marketplace immediately adjacent to this subject property. His

experience with that project, which converted the former Pan Am hangars and into their current marina/

marketplace/ofce uses, demonstrates the nancial viability and conceptual feasibility of The Harbour

Among Mr. Leyvas major commercial transactions, the sale of La Curacao, among Perus largest home

appliance retail chains, was named Deal of the Year 2012 in the private equity category by Latin Lawyer

Magazine, the denitive publication for business law throughout Latin America. He also serves as a member

of the board of directors of His House Childrens Home, a local not-for-prot that provides residential care

for abused, neglected and drug-exposed children in a home-like setting.

An Organizational Chart of the entire Grove Bay Investment Group team of professionals is on the followingpage. Additional required data regarding the proposers qualications and experience, including a listing of

representative projects, are contained in Attachments 4 and 5 to this Request for Proposals and are provided

at Tab No. 4 of this binder.

4 :: PROFESSIONAL EXPERTISE/TEAM COMPOSITION

Best-in-class professionals from every discipline required by this Request for Proposals have been

assembled to create our truly local team - all of them are leaders in marina operations, restaurant operations

and management, design, landscape architecture, historic preservation and construction. In addition to

Mr. Garcia and Mr. Leyva, our key team members include:

Marina Management: Alan Lima, Director of OperationsAntonio Zamora Jr., General Manager

Restaurant Management: Francesco Balli, Director of OperationsDave Shula, Formal Brands Specialist

John JK Kulhanjian II, General Manager

Bret Hessler, Executive Chef


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RFP No. 12-13-001 | Lease of City-owned Waterfront Property for Marina/Restaurant/Retail UsIN HISTORIC COCONUT GROVE

8

EDUARDO J. GARCIA

Manager

GIRALDO LEYVA, JR.

Manager

DESIGN TEAM CONSTRUCTION TEAM CONSULTING TEAMMARINA OPERATIONS

MANAGEMENT TEAM

GROVE BAY

INVESTMENT GROUP

Proposer

ARCHITECTURE &

LANDSCAPING DESIGN

Bernardo Fort-Brescia, FAIA

Arquitectonica Intl

Jeremy C. Gauger, LEED AP

ArquitectonicaGEO

GENERAL CONTRACTOR

John C. Brown

All-Go Construcon Systems

ENGINEERING

Jose Muoz, PE

BCC Engineering

INDEPENDENT APPRAISER

Anthony M. Graziano

Integra Realty Resources

RESTAURANT DESIGN

David Shea

Tanya Spaulding

Shea

MARINE CONSTRUCTION

Steve Ryder

Bellingham Marine

DIRECTOR OF OPERATIONS

Alan Lima

GENERAL MANAGER

Antonio Zamora, Jr.

BOAT RACKS

William Roof

Roof & Rack Products

MARINA HISTORIC DESIGN

Juan E. Berry, RA, NCARB

Berry Design Studio

FORMAL

RESTAURANT BRAND

Dave Shula

Shulas Steak Houses

HISTORIC PRESERVATION

Richard Heisenbotle, FAIA

R.J. Heisenbole Architects

CONSTRUCTION MANAGER

Jose Garcia

All-Go Construcon Systems

RESTAURANT OPERATIONS

MANAGEMENT TEAM

DIRECTOR OF OPERATIONS

Francesco Balli

GENERAL MANAGER

John JK Kulhanjian II

EXECUTIVE CHEF

Bret Hessler


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Design Team: Bernardo Fort-Brescia, Arquitectonica InternationalJeremy C. Gauger, ArquitectonicaGEO

David Shea and Tanya Spaulding, Shea

Juan Berry, Berry Design Studio

Construction Team: John Brown and Jose Garcia, All-Go Construction Systems

Steve Ryder, Bellingham Marine

William Roof, Roof & Rack Products

Consulting Team: Richard J. Heisenbottle, R.J. Heisenbottle ArchitectsJose Muoz, BCC Engineering

Anthony M. Graziano, Integra Realty Resources

Resumes of all team members are provided at Tab No. 5 of this binder. A complete list of all team membersincluding their required corporate addresses, is in the table on the following page.

5 :: QUALIFICATIONS AND EXPERIENCE OF OPERATIONS/MANAGEMENT TEAM

OPERATIONS AND MANAGEMENT PLAN OVERVIEW

Every element of The Harbours construction, planning and operations organization brings extremely

experienced individuals to their respective tasks.

Harbour Management Group, which has set the standard for excellence in South Floridas marina services

industry since 2002 at neighboring Grove Harbour Marina, will supervise the installation of the new drystorage rack system, creation of the customized storage facility inside the North Hangar, management of all

of those 406 slips and the services that each client requires, as well as overseeing all retail operations.

Similarly, Grove Bay Hospitality Group will be responsible for the projects overall food and beverage

facilities. Shulas Steak & Seafood will be a franchise, and will benet from Shulas corporate training and

operating experience. Ocano Seafood-Cebicheria and Hangar 42 will be organized, trained and opened

by Grove Bay Hospitality Group. Each restaurant will have a general manager, two assistant managers, a

bar manager, an executive chef and two sous chefs. A mystery shopper rm will be engaged to shop each

location, and le reports, on a monthly basis.

Keen attention to market trends and dining experiences will be critical to the long-term success of our three

restaurant concepts. Grove Bay Investment Group, and particularly its Grove Bay Hospitality Group, will

constantly deploy resources to ascertain the strengths and any weaknesses of its dining offerings and make

any adjustments necessary to keep them competitive in the local and regional marketplaces.


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TEAM NAME & ROLE COMPANY CORPORATE ADDRESS PHONE LOCAL

Management

Eduardo J. GarciaManager

Grove BayInvestment Group

2950 SW 27th AvenueSuite 100, Miami, FL 33133

(786) 866-9854 Giraldo Leyva Jr.Manager

MarinaOperationsManagementTeam

Alan LimaDirector of Operations

HarbourManagement Group

2640 South Bayshore Dr.Suite 305, Miami, FL 33133

(305) 854-6444 Antonio Zamora Jr.General Manager

RestaurantOperationsManagementTeam

Francesco BalliDirector of Operations

Grove BayHospitality Group

2950 SW 27th AvenueSuite 100, Miami, FL 33133

(786) 866-9854

Dave Shula

Formal Restaurant Brand

John JK KulhanjianGeneral Manager

Bret HesslerExecutive Chef

Design

Bernardo Fort-Brescia, FAIAArchitecture & LansdcapeDesign

ArquitectonicaInternational

2900 Oak Ave.Miami, FL 33133

(305) 372-1812 Jeremy C. Gauger, LEED APArchitecture & LansdcapeDesign

ArquitectonicaGEO2900 Oak Ave.Miami, FL 33133

(305) 372-1812

David SheaRestaurant Design

Shea

10 S. 8th Street

Minneapolis, MN 55402 (612) 339-2257Tanya SpauldingRestaurant Design

Juan Berry, RA, NCARBMarina Historic Design

Berry Design Studio2640 South Bayshore Dr.

Suite 301, Miami, FL 33133(305) 285-1874

Construction

John C. BrownGeneral Contractor

All-Go Construction Systems4970 SW 72 Ave., #109

Miami, FL 33155(305) 668-5892

Jose GarciaConstruction Manager

All-Go Construction Systems4970 SW 72 Ave., #109

Miami, FL 33155(305) 668-5892

Steve RyderMarine Construction

Bellingham-Marine1323 Lincoln St.

Bellingham, WA 98229(904) 358-3362

William Roof

Boat Racks

Roof & Rack Products6421 Congress Ave., #117

Boca Raton, FL 33487

(561) 393-4757

Consulting

Richard J. HeisenbottleHistoric Preservation

R.J. Heisenbottle Architects2199 Ponce De Leon Blvd.

Coral Gables, FL 33134(305) 446-7799

Jose Muoz, PEEngineering

BCC Engineering7300 North Kendall Dr.

Suite 400, Miami, FL 33156(305) 670-2350

Anthony M. GrazianoIndependent Appraiser

Integra Realty Resources,9400 S. Dadeland Blvd.,

PH 1, Miami, FL 33156(305) 670-0001

Team List :: Corporate Address and Contact Information (Local Firms Denoted)


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TEAM MEMBERS

Grove Harbour Marina

Marina Management ::Alan Lima, who will be serving as director of operations, was one of the principals

that developed next-door Grove Harbour Marina and Caribbean Marketplace, transforming the aging Pan

Am hangars into a vibrant community asset. As founder of Harbour Management Group, Mr. Lima has

more than 17 years boatyard management experience and continues to set the industry standard for marina

operations. In addition to its success next door, Harbour Management Group has been involved in similar

management responsibilities at Riverfront Marina in Fort Lauderdale, FL, Bay Point Marina in Marblehead

OH, Grand Harbour Marina in Pickwick, TN, and Bimini Bay Resort and Casino in Bimini, The Bahamas

Mr. Limas experience spans more than 2,000 boat slips and the ancillary services supporting them.

Antonio Zamora Jr., who will be serving as general manager, has more than 26 years of experience in the

boating and marina industries. He has been instrumental in overseeing the dry storage, wet-slip storage and

boatyard coordination of Grove Harbour Marina for more than a decade. Mr. Zamora was responsible at the

outset for the planning and designing of Grove Harbour Marina, which to this day has one of the best vessel

circulation and storage capabilities of any such facility in Florida. Additionally, because of his many years ofcivic involvement throughout the City of Miami, Mr. Zamora adds signicant marketing and logistical value

to The Harbour team.


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Restaurant Management :: Francesco

Balli, who will be serving as director of

operations, is a CPA and an administrator with

broad experience in all aspects of nance,

consulting and business management in the

retail, food and beverage, and professional

services industries, including six years

specically as a restaurant executive.

He is a partner in Grove Bay Hospitality

Group LLC, which provides consultancy

services to restaurants and which currently

manages the administration, operations and

accounting for Shulas 347 Grill in Coral

Gables, as well as several other Miami-based restaurants grossing more than $14

million in combined annual sales. Mr. Balli

previously was chief nancial ofcer and

vice president of nance for Areas USA,

a 1,700-employee food and beverage

and retail concessionaire that operates

restaurants at Floridas Turnpike plazas and

in nine airports across eight states, grossing

more than $150 million in annual revenues

across 100 points of sale. Mr. Balli was a key

Areas executive for the Floridas Turnpike transition, which migrated 25 restaurants across 15 differentconcepts at seven separate plaza locations within 36 hours to Areas USA from the prior operator.

Dave Shula, who will be serving as formal brand specialist, joined Shulas Steak Houses in 1997 after 16

years in the National Football League as a player, assistant coach and head coach. At that time, the Shula

restaurant brand had ve locations and three concepts (Shulas Steak House, Shulas Two and Shulas on the

Beach). Named president of the company in 2000, Mr. Shula has led the development of three additiona

concepts (Shulas 347 Grill, Shulas Bar & Grill and Shula Burger) and has guided growth of the rm to 35

locations (19 of them in Florida) in 14 states.

John JK Kulhanjian II, with more than 18 years restaurant operations experience, will be serving as generalmanager. He currently oversees all operations of Council Oak Steaks & Seafood Restaurant, the signature

dining facility at the Seminole Hard Rock Hotel and Casino in Hollywood, FL, which currently grosses

approximately $10 million in annual sales. He also is director of operations for Grove Bay Hospitality Group

Previously Mr. Kulhanjian was for two years general manager of Shulas 347 Grill in Coral Gables and was

for three years general manager and assistant food and beverage director for Don Shulas Hotel & Golf Club

in Miami Lakes.

Don Shula breaks record of Most Wins by NFL Coach


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Bret Hessler, with more than 27 years restaurant operations experience, will be serving as executive chef.

He has served in that creative and managing capacity at Shulas 347 Grill in Coral Gables since September

2010. He has an extensive resume of top-end culinary responsibilities in challenging restaurant environments

across America. Before moving to Coral Gables, Mr. Hessler was executive chef and general manager of

Tequila Ranch, the Mexican restaurant at Seminole Hard Rock Hotel & Casino in Hollywood, FL, grossing

more than $4.5 million in annual sales; head chef at Bistro Mezzaluna in Fort Lauderdale, FL; executive sous

chef at Smith & Wollenskys in Miami Beach, a high-volume restaurant overlooking PortMiamis channel to

the Atlantic Ocean and grossing more than $19 million in annual sales; corporate executive chef for Davis

Dining Concepts in Phoenix, AZ, and Dallas, TX; chef at Cougans Brewery & Grill in Glendale, AZ; and

sushi chef at Wolfgang Puck ObaChine in Phoenix.

Design Team ::Arquitectonica International is a woman-owned architecture, interior design and planning

rm that began in Coconut Grove in 1977 as an experimental studio. Led by Laurinda Spear and Bernardo

Fort-Brescia, the studio has evolved into a global practice, combining the creative spirit of the principalswith the efciency of delivery and reliability of a major architectural rm. Mr. Fort-Brescia is the architect

responsible for the overall design of this proposal. His colleague, Jeremy C. Gauger at ArquitectonicaGEO,

will be responsible for landscape architecture services. Arquitectonicas domestic practice is directed from

regional ofces in Coconut Grove, New York and Los Angeles, with global ofces in Paris, Hong Kong,

Shanghai, Manila, Dubai, Lima and Sao Paulo. The rms 480 staff members include more than 75 LEED-

accredited professionals.

Berry Design Studio is a Coconut Grove-based architectural rm that specializes in marine-related and multi-

residential projects. Juan Berry founded the rm in 1995 and, since its creation, has worked on a multitude

of residential, commercial, industrial and marine projects. The rm has been recognized by organizations

such as the Dade Heritage Trust for work performed in the renovation of the Pan Am hangars, which are part

of the National Register of Historic Places and home to Grove Harbour Marina and Caribbean Marketplace

next door.


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View of Shulas and The Harbour Terrace

David Shea, owner and creative principal of Shea Inc. architects, has been directly involved in the designs of

more than 400 retail, hospitality and other projects during the rms 34-year history. Tanya Spaulding, also

a principal at the rm, has 20 years experience in creating, branding and marketing consumer experiences,

with an emphasis on restaurant design and development. Shea Inc. is one of the countrys most respectedhospitality-oriented, marketing and design rms with enormous experience in launching new concepts into

the competitive marketplace, having worked with leading restaurant brands such as Mortons, California

Pizza Kitchen, The Palm and Fogo de Chao, to name but a few. Located in Minneapolis, the rm brings an

important national perspective to The Harbour and its vision.

Construction Team ::John C. Brown, our licensed general contractor at All-Go Construction Systems, and

Jose Garcia, with 26 years building experience and the companys CEO and owner, have been constructing

landmark projects throughout Florida for years. Among the rms many satised clients since 1997 are the

Archdiocese of Miami and St. Thomas University, for whom All-Go has completed more than $80 million

of construction, Deel Motors/Volvo, with more than $20 million in construction projects completed, and

a wide range of other private clients totalling more than $80 million in completed construction contractsAll-Go provides the complete range of contracting services: design management, planning, pre-construction

scheduling, general contracting and program management.


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Real marina construction experience by The Harbour team

Bellingham Marine is an association of companies doing work in the marine industry, both in the public

and private sectors, domestically and abroad, for 55 years. Steve Ryder, manager of project development

for Florida and Gulf Coast states, joined the company in 1988. The rm is a global leader in the design

manufacture and construction of marinas and related products and services. Bellingham Marine has installed

more than 20 million square feet of concrete oating docks throughout the world. No other marina construction

company can claim to match its scope, experience and technical expertise.

Roof & Rack Products is considered by many to be the world leader and authority in the marine dry storage

industry. William Roof embodies the hands-on work ethic of this family-owned-and-operated business. The

company has served all facets of the boat storage market for more than 30 years. Roof & Rack provides

a diverse selection of marine storage solutions, with a customer-rst philosophy. The company is pre-

eminent in the design, engineering, fabrication and installation of xed outdoor rack systems and customized

interior storage components.

Consulting Team ::Richard Heisenbottle, president of R.J. Heisenbottle Architects in Coral Gables, is one

of Floridas most renowned and respected historic-preservation professionals. He has more than 35 years

experience in every aspect of architecture and interior design. Mr. Heisenbottle has served as president ofthe Miami chapter of the American Institute of Architects and as president of Dade Heritage Trust, South

Floridas largest historic preservation organization. He also served as a member of the City of Miamis

Historic Preservation Board for 10 years and served on the Coral Gables Historic Preservation Board. In 1998

he won a National Preservation Award from the National Trust for Historic Preservation. Mr. Heisenbottles

local restoration projects include the entrance lobby and City Commission Chambers at adjacent Miami City

Hall, the nearby former U.S. Coast Guard hangars now home to Shake-A-Leg Miami, Vizcaya Museum

and Gardens, Gusman Center for the Performing Arts, the Colony Theater and the Freedom Tower. He will

provide critical guidance on the renovation of the two historic Pan Am hangars.


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Jose Muoz, a principal with BCC

Engineering in Kendall, has more than 17

years experience on major transportation

and construction projects. His experience

ranges from concept development to nal

design on rural highways, urban arterials and

major interchange reconstruction projects.

He has served as project manager, engineer

of record and client project manager in a

variety of jobsites. Mr. Muoz has extensive

experience with the Florida Department of

Transportation, including ve district-wide

contracts, and with Floridas Turnpike and

the Miami-Dade Expressway Authority.

Anthony M. Graziano is senior managing director at Integra Realty Resources of Kendall, a full-service

advisory rm specializing in appraisals, marketing and marketability studies, feasibility analyses and

valuation calculations for all forms of business and real-estate ventures. The company has served dozens

of retail, ofce-park and hospitality clients throughout South Florida, the Orlando region and Floridas Gulf

Coast. Local destination clients include the Deauville Hotel in Miami Beach, Bahia Mar hotel and marina

in Fort Lauderdale, the Normandy Plaza Hotel in Miami Beach and the Harbor Beach Marriott in Fort

Lauderdale. Mr. Graziano has been active in the real-estate consulting industry since 1986.

Additional required data regarding the qualications and experience of our management and operations team

are contained in Attachments 4 and 5 to this Request for Proposals and are provided at Tab No. 4 of this binder

6 :: LOCAL FIRM PARTICIPATION

Our Grove Bay Investment Group team is genuinely home-grown, with six team members having primary

business ofces within the City of Miami: Grove Bay Investment Group (proposer), Harbour Management

Group (marina operations), Grove Bay Hospitality Group (restaurant operations), and Arquitectonica

International, ArquitectonicaGEO and Berry Design Studio (architects and landscape architects). Copies of

each rms Local Business Tax Receipt (fka occupational license) are provided at Tab No. 5 of this binder.

Five additional team members are local in spirit, with primary ofces not far from Miamis city limitsR.J. Heisenbottle Architects (historic preservation, Coral Gables), All-Go Construction Systems (genera

contractor, near Westchester), BCC Engineering (technical supervision, Kendall), Integra Realty Resources

(market analysis and value engineering, Kendall) and Shulas Steak Houses (formal dining specialists, For

Lauderdale).

Grove Bay Investment Group hereby commits to insure the use City of Miami-based contractors and vendors

and more specically minority-owned and other small businesses, where possible in the implementation of

this project.

R.J. Heisenbottle Architects restored City Hall to this standard


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Beyond our clear commitment to local rm participation, development of The Harbour is expected to provide

the local Miami community with at least 100 construction jobs. Moreover, the long-term employment numbers

within our operating facilities will create an estimated 300 new, permanent jobs. Working with local training

skills centers, human-resource agencies and job-placement experts such as Workforce Florida, Grove Bay

Investment Group hereby commits to insure that no fewer than 60% of its initial workforce at The Harbour

will be comprised of City of Miami residents.

7 :: FINANCIAL FEASIBILITY

Grove Bay Investment Group has taken a conservative yet realistic approach to creating and vetting its fully

viable Financial Model, which is provided at Tab No. 3 of this binder. To validate our model, we commissioned

one of South Floridas pre-eminent real estate development advisers, Integra Realty Resources, to provide

an expert, independent analysis of the feasibility, marketplace functionality and economic impacts of our

proposal. A summary of that study is contained in Section 11 below, and a complete copy of that study isprovided at Tab No. 5 in this binder.

The following assumptions are based on real and current data from surrounding and related businesses,

including operational experiences and nancial data from Grove Harbour Marina and the various restaurants

presently operated or managed by our dining operations and management team.

Investment Summary

Description ProjectShula's &

Harbour TerraceOcano

Hangar 42& Park

Marina N. Hangar S. HangarDocks /

PierTOTAL

Soft Costs 1,250,000 200,000 150,000 50,000 25,000 25,000 25,000 100,000 1,825,000

Demolit ion & Site Work 1,050,000 75,000 - 50,000 50,000 25,000 25,000 75,000 1,350,000

Hard Construction Costs - 1,975,000 1,475,000 425,000 150,000 400,000 795,000 875,000 6,095,000

Furniture, Fixtures & Equipment - 775,000 575,000 500,000 1,020,000 - - - 2,870,000

Pre-Opening Investments 125,000 250,000 250,000 165,000 - - - - 790,000

Total 2,425,000 3,275,000 2,450,000 1,190,000 1,245,000 450,000 845,000 1,050,000 12,930,000

Parking Garage Contribution 4,970,000

Grand Total Investment 17,900,000

Marina Assumptions ::Initial pricing will be maintained at todays $18 per foot for outdoor storage and $20

per foot for indoor storage. This pricing will deliver excellent value to the boating community, even more so

given boat owners access to maintenance services at adjacent Grove Harbour Marina. Dry storage capacity has

been established to align with market demand for vessels 28 feet or less in length. Total capacity will be 406

boats, with 350 in new, outdoor racks and 56 indoors within a completely renovated and modernized NorthHangar. Of the total project cost of $17.9 million, $1.7 million has been allocated for marina construction.

Entirely unique to this Grove Bay Investment Group proposal, as well as to our site plan and operations, is our

relationship to the adjacent property, Grove Harbour Marina. Given the fact that this RFP does not require the

existing boat launch area (or any other waters-edge part of the site) to continue to serve the boat-launching

function, the principals of Grove Bay Investment Group and the principals of Grove Harbour Marina have reached

an agreement to grant The Harbour access and entry into the marinas next-door facility, where two new launch

and staging areas will be created to efciently handle the additional boar trafc. This affords a singular and


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remarkable opportunity to achieve efciencies and heightened safety for visitors to The Harbour. Specically

the transit by forklift of The Harbours boats from the outdoor and North Hangar storage racks to the water

will occur over the contiguous property of Grove Harbour Marina. That route, from the water back to storage

as well, will be completely and safely separated from pedestrians and vehicles moving about the rest of The

Harbour site.

Decades from now, in December 2042, when the separate City leasehold controlling Grove Harbour Marina

and Caribbean Marketplace has run its timeline, this symbiosis of shared boat launching may no longer be

available. While this scenario may never become a reality, it can be easily addressed. The nal page of the

illustrative renderings provided at Tab No. 2 in this binder is a site plan that proposes how the boat-launching

function could again become internal to this site, if that should become necessary. This transitional

reconguration and very slight modication of the proposed landscaping plan is merely an illustration of

a logical solution to a potential necessity, should that highly improbable circumstance even arise many

years hence.

Formal Restaurants Assumptions ::(A) Shulas Steak & Seafood will provide ground-oor interior seating

for 150 persons, with outdoor patio seating for 50 persons. Initial annual sales for Shulas are projected at $6

million. (B) Ocano Seafood-Cebicheria, the second upscale dining facility, will provide ground-oor interior

seating for 150 persons, with outdoor patio seating for 75 persons. Initial annual sales for Ocano are projected

at $6 million. (C) The Harbour Terrace will include the expansive patio atop Ocano, spanning across the

ground-oor space between the two formal restaurants, along with the open area and enclosed space atop

Shulas, with seating for up to 200 persons for banquets, receptions and other events. Initial annual sales for The

Harbour Terrace are projected at $3 million. Of the total project cost of $17.9 million, $5.7 million has been

allocated for construction and furnishing the two formal restaurants and The Harbour Terrace.

Casual Dining Assumptions :: Hangar 42 Pub & Grub will attract and cater to South Floridians long

accustomed to enjoying Coconut Groves waterfront, as well as residents and visitors who will be attracted

by the project for the rst time, and offer some of the most remarkable water views in the entire project. It

will be located adjacent to Banyan Tree Park and near the existing boat-launch area, where launching will

cease in order to allow greater tie-ups by transient boaters. Annual initial sales are projected at $5 million.

Of the total project cost of $17.9 million, $1.2 million has been allocated for casual dining construction and

furnishing, and for nearby Banyan Tree Park improvements.

Retail Assumptions ::The existing South Hangar will be completely refurbished and historically modernized

to meet todays building codes. The intended retail use for the hangar would be a full-service marine supplyand shing tackle store, akin to a Crook and Crook, West Marine or Hopkins-Carter operation. In addition to

the 20,000 square feet of retail within the hangar, another 2,700 square feet of convenience retail (sundries,

snacks and beverages to go, casual apparel, perhaps a bank or a salon or bookstore) will be provided in the

space between South Hangar and the boat-storing North Hanger. Initial annual rental income is projected at

$600,000. Of the total project cost of $17.9 million, $845,000 has been allocated for retail construction.


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GROUP

No.

REVENUE CENTER

MONTHS

MONTHS

REVEN

UE

CENT

ER

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20

PHASE 1 Shulas Steak & Seafood 18 YES

PHASE 1 Ocano Seafood Cebicheria 18 YES

PHASE 1 2 Boat Launch & Stage Slips 13 NO

PHASE 2 Marina Racks 13 YES

PHASE 2 North Hangar 13 YES

PHASE 3 Hangar 42 Pub & Grub 18 YES

PHASE 3 Roads & Sidewalks 18 NO

PHASE 3 South Hangar 18 YES

PHASE 4 Final Demo N/A YES

PHASE 4 Common Area N/A NOPHASE 5 Garage BY MIAMI PARKING AUTHORITY 18 YES

PLANS/PERMITS CONSTRUCTION PUNCH LIST/EQUIP. PRE-OPENING OPEN/AVAILABLE

Construction & Timing of Events

Garage and Garage Retail Assumptions ::Our utilization analysis concludes that we will require 497

spaces in the newly constructed parking garage. Governed by this Request for Proposals economic formula

requiring a contribution of $10,000 per utilized parking space, Grove Bay Investment Group will be obligated

for a $4.97 million contribution toward the parking garages construction. We will elect the Citys nancing

option of 75% at 6% interest over 20 years. It is assumed that the parking garage will open for business

18 months following commencement of the lease, coincident with completion of the projects capital

construction. We estimate initial annual rents to be $30 per square foot, generating $1.2 million in initial

annual rental revenues.

Additional Assumptions ::Construction of new, public docks and piers is estimated to cost $1.1 million. Genera

project investments, such as site work, soft costs, landscaping and the like, is estimated to total $2.4 million.

Grove Bay Investment Group is singularly capable of executing and delivering to the City of Miami a concept

as bold, transformative and cohesive as The Harbour in Historic Coconut Grove. Our feasibility analysis

respects the propertys incomparable water access to Biscayne Bay and leverages our teams decades of

marina and retail experience, most especially the construction and operation of Grove Harbour Marina and

Caribbean Marketplace. We are extremely condent of our projected rent payments to the City, which will

total $26.9 million from commencement of construction through the rst full 10 years of operations.

The two principals of Grove Bay Investment Group have signicant, personal experience in obtaining

nancing commitments for comparable, signicant real-estate and economic development projects.


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Mr. Garcia, one of the two managers is the managing member of American Realty Capital LLC, ARC|TREO

and related entities (together ARC). ARC has completed more than $350 million in real estate transactions

consisting of retail, ofce, and student-housing projects, residential, multi family, and land transactions. ARChas closed transactions totaling more than $40 million in 2012 alone. In 2007, ARC successfully developed

a major shopping center in Homestead, Florida on a 14-acre parcel involving a Home Depot, Burger King

outparcel and a strip shopping center with national tenants such as Family Dollar. Mr. Garcias developmen

and coordination of his complex Homestead project occurred during a three-year period, had a total cost of

$18 million, and required securing $13.2 million in debt nancing for the Home Depot parcel alone with

Chase Bank.

Mr. Leyva, the other manager of Grove Bay Investment Group, is the principal at Leyva Capital, an investment

fund with a focus in cash-owing businesses and specializing in marine-related companies. Mr. Leyva was

and remains a member of the ownership and management team of Grove Harbour Marina and Caribbean

Marketplace, an extremely successful project on City-owned land that is remarkably similar in size andfunctionality to the objectives of this Request for Proposals; specically, to develop and operate marina, food

and beverage, and retail venues at the waters edge in Coconut Grove. Mr. Leyva obtained nancing, in the

amount of $14 million, to successfully design, construct, maintain and continue operating Grove Harbour

Marina and Caribbean Marketplace.

8 :: GOOD FAITH DEPOSIT

Grove Bay Investment Group has delivered to its escrow agent, the Greenberg Traurig law rm, the $7

million required to meet this requirement of this Request for Proposals. The letter evidence of this is provided

INFLOWS / OUTFLOWS TIMING YEAR 1YEAR 2

First 6 Mo.YEAR 2

Last 6Mo.YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 YEAR 11 YEAR 12

Restaurant Operations

Pre Renovat ion - Casual Din ing 18 Mo. Only 412,000 206,000

Hangar 42 - Pub & Grub 18 Mo. Start - - 257,500 515,000 540,750 567,788 579,143 590,726 602,541 614,591 626,883 639,421 652,209

Shula's Steak & Seafood 18 Mo. Start - - 150,000 300,000 315,000 330,750 337,365 344,112 350,995 358,014 365,175 372,478 379,928

Oceano Seafood - Cebicheria 18 Mo. Start - - 150,000 300,000 315,000 330,750 337,365 344,112 350,995 358,014 365,175 372,478 379,928

The Harbour Terrace 12 Months - - 75,000 150,000 157,500 165,375 168,683 172,056 175,497 179,007 182,587 186,239 189,964

Rent from Restaurant Operations 412,000 206,000 632,500 1,265,000 1,328,250 1,394,663 1,422,556 1,451,007 1,480,027 1,509,628 1,539,820 1,570,616 1,602,029

Marina Operations

Pre Renovation - Marina 9 Mo. Only 100,101 - - - - - - - - - - - -

Pre Renovation - Fuel Sales 9 Mo. Only 12,656 - - - - - - - - - - - -

Marina Operations 14 Mo. S tart - 61,425 73,710 250,614 253,747 256 ,919 260 ,130 263,382 266 ,674 270,007 273,382 276 ,800 280,260

Fuel Sal es 14 Mo. Start - 9,375 11,250 22,500 2 2,781 23,066 23,354 23,646 23,942 24,241 24,544 24,851 25,162

Rent from Marina Operations 112,757 70,800 84,960 273,114 276,528 279,985 283,484 287,028 290,616 294,248 297,927 301,651 305,421

Retail Leasing

Ga rage Retai l 2 4 Mo. St ar t - - - 400,000 405,000 410,063 4 15,188 420,378 425,633 430,953 436,340 441,794 447,317

Hangar Corridor (2,700 sq. ft.) Retail 18 Mo. Start - - 13,500 27,000 27,338 27,679 28,025 28,376 28,730 29,089 29,453 29,821 30,194

Hanger (South) Retail 18 Mo. Start - - 100,000 200,000 202,500 205,031 207,594 210,189 212,816 215,477 218,170 220,897 223,658

Ren t f rom Retail Leas in g - - 627,000 634,838 642,773 650,808 658,943 667,180 675,519 683,963 692,513 701,169

Total Percentage Calculation to The City 524,757 276,800 717,460 2,165,114 2,239,615 2,317,420 2,356,848 2,396,977 2,437,822 2,479,395 2,521,710 2,564,780 2,608,619

MINIMUM GUARANTEED RENT 1,400,000 700,000 700,000 1,800,000 1,800,000 1,800,000 1,800,000 1,800,000 1,800,000 1,800,000 1,800,000 1,800,000 1,800,000

RENT DUE TO THE CITY 1,400,000 700,000 717,460 2,165,114 2,239,615 2,317,420 2,356,848 2,396,977 2,437,822 2,479,395 2,521,710 2,564,780 2,608,619

Rent Schedule

TOTAL - 26,905,76


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at Tab No. 5 of this binder. Grove Bay Investment Group agrees to maintain these funds with its escrow

agent throughout this procurement process, and shall utilize these funds for project expenses upon award and

execution of a lease with the City, as dened in this Request for Proposals.

9 :: INFRASTRUCTURE COSTS

Grove Bay Investment Group has estimated a total $17.9 million in initial project costs, including

infrastructure costs associated with roads and utilities (improvements and new construction or installation)

This development budget is a realistic assessment, reecting actual market costs and anticipated future price

levels. A complete, detailed Financial Model including these expenses is provided at Tab No. 3 in this binder

10 :: ON-GOING CAPITAL INFRASTRUCTURE COSTS

Grove Bay Investment Group will provision adequate funds from yearly cash ow to provide timely andrst-class maintenance, repair and/or replacement of capital improvements during the entire lease term. A

complete, detailed Financial Model including these expenses is provided at Tab No. 3 in this binder, and

it reects an annual contribution of 1% of gross revenues to a Capital Infrastructure Escrow Account. We

understand that no government funds whatsoever will be made available to Grove Bay Investment Group in

this regard, and that the City will retain its right to inspect and to require repairs.

Grove Bay Investment Group acknowledges that the project will be constructed, maintained and operated

entirely at its own risk, without benet of any nancial guarantees from the City of Miami. We also recognize

and respect the Citys obligation to its residents that the project be completed on a timely basis, in order to

make the property enhancements available to the public as soon as possible and in order to generate revenues

upon which the City is relying. We are entirely committed to a genuine collaboration and partnership withthe City.

To that end, Grove Bay Investment Group will create a comprehensive envelope of accountability

governing every aspect of the project from Day One. We will only utilize binding contract documents for al

construction and services participation in this project. Milestones will be clearly articulated. Performance

requirements will be dened in detail. Liquidated damages for non-performance and/or missed deadlines wil

be severe. There will be real and substantial adverse consequences for any entity that slows delivery of this

nished product or in any way diminishes the best possible delivery of any service upon commencement of

commercial activities.

11 :: FINANCIAL AND NON-FINANCIAL RETURNS TO THE CITY

Financial Returns ::Grove Bay Investment Group will pay to the City a minimum, guaranteed rent of $1.8

million annually. That yearly minimum rent amount includes the $400,000 rent for the parking garage, which

will become due six months following the issuance of a certicate of occupancy for the parking garage.

During the entire term of the lease, Grove Bay Investment Group will pay to the City the greater of (a) its

minimum annual rent guarantee or (b) the sum of percentage rents in categories as specied in this Request

for Proposals: 5% of gross revenues for the formal restaurants (Shulas Steak & Seafood, Ocano Seafood-


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Cebicheria and The Harbour Terrace), 10.3% of gross revenues for casual dining (Hangar 42 Pub & Grub),

15% of gross revenues for non-fuel marina operations, 15% of gross fuel prots, 5% of gross revenues for

marine-related retail sales, and $10 per square foot for retail space on the ground oor of the parking garage

and other retail spaces elsewhere on the leasehold property.

Grove Bay Investment Group believes that all

components of the proposed project represent the

very best use of the site and will provide the very best

nancial return to the City. Integra Realty Resources

one of South Floridas pre-eminent real estate

development advisers, was commissioned to provide

an expert, independent analysis of the feasibility

marketplace functionality and economic impacts of our

proposal. A complete copy of that study is provided atTab No. 5 in this binder.

Integras report validates all of the core economic

conclusions of Grove Bay Investment Groups

submitted Financial Model, which is provided at Tab

No. 3 in this binder. Integras complete analysis and

report is provided at Tab No. 5 in this binder. Integras

summary conclusions are:

The following statements are based on the proposed development plan, as described to us, as well as our

market research, data analysis and knowledge of the market.

1. The proposed plan provides a consistent mixed-use development that will utilize the entire site

from Bayshore Drive retail through the marina promenade to the waterfront restaurants to create a

waterfront destination from South Florida residents to international visitors.

2. The proposed mix of both daytime and nightlife uses will produce a convenient and vibrant attraction

for surrounding residents & families, nearby daytime employment centers and dining/nightlife

patrons.

3. The subjects proposed restaurant spaces provide a strong range of marketability as the plan calls fora name brand-recognized Shulas Steak & Seafood, and Oceano Seafood Cebicheria, a Peruvian

themed restaurant that will attract the signicant surrounding Hispanic and Latino population as well

as the large international tourism segment.

4. The Hangar 42 Pub & Grub outdoor bar/restaurant will serve as the linchpin of the development as it

will be a complimentary use to the marina as boaters look for a fast and casual eatery either before or

after a day on the water and for nearby employees looking for a fast lunch with scenic views. Hangar

42 Pub & Grub will transition the development into the after-work and nightlife crowd looking for a

relaxed nightlife destination or a nightcap cocktail after dining at one of the formal restaurants.

Year Rent Note

Year 1 1,400,000 12 Mo. Construction

Year 2 * 1,417,460 6 Mo. Construction

Year 3 2,165,114 Completed










Total 26,905,761

Rent Summary (Years 1-12)

* Parking garage opens mid-year


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City Hall looking northwest to Hangar 42

5. The Harbour Terrace will provide a destination venue for weddings, events and banquets. The layout

of the space with open-air terraces and views of Biscayne Bay will provide a desirable location forspecial events in South Florida.

6. The ability for the subject to partner with the adjacent marina for the loading/unloading of boats

will create the ability to develop a safe, family-friendly environment. The current conguration

of loading/unloading boats through the visitor area creates a disturbing experience as visitors are

currently subject to loud and heavy equipment.

7. The proposed size and design of the retail uses will allow the subject to serve as a daytime destination

for nearby residents looking for supportive retail uses with easy parking, as well as serve the marina

operations through marine sales and services. The retail part of the development will look to serve the

daytime needs of surrounding residents and not draw from the existing Coconut Grove retail shops

and boutiques.

Grove Bay Investment Group further understands that its lease will adhere to the Miami City Charter

requirement for rent compensation to the City equal to fair-market value, and that the guaranteed annual

minimum rent will be escalated at various lease years based on contemporaneous appraisals.


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Non-Financial Returns ::Grove Bay Investment Group commits to making at least two contributions to our

community at large:

If Grove Bay Investment Group were awarded this lease, it will make a generous gift of $30,000annually during every year of the lease term to help fund the Black Hospitality Initiative of Greater

Miami. That initiative provides scholarships to African-American students to attend local universities

prepares high school students to become certied in the American Hotel and Lodging Educationa

Institutes Skills, Tasks and Results Training (START) curriculum, and assists existing businesses

in Overtown, Little Haiti and Little Havana grow their tourist and visitor clientele. This commitment

is reected in a letter from the Greater Miami Convention and Visitors Bureau provided at Tab No. 5

of this binder.

If Grove Bay Investment Group were awarded this lease, it will establish an on-site mentoring program

that will involve students with our world-class chefs, restaurant executives and retail managers toprovide real-world experiences that enhance their classroom learning.

If Grove Bay Investment were awarded this lease, it will collaborate with HistoryMiami, ourcommunitys leading historical association, to create a monument or exhibit within our project

celebrating the rich tradition of aviation at Dinner Key in Coconut Grove. This commitment is

reected in a letter from HistoryMiami provided at Tab No. 5 of this binder.

Automobile circulation

Convenience parking, (doesnot count toward parkingnumbers).

Drop-off / Valet locations

Loading & Service zones

Emergency vehicles only

Service / valet vehicle ac-cess

Circulation Plan


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12 :: MARKETING PLAN

The primary market for the nearly-complete overhaul and commercial reconguration of this property is

the local community that lives and/or works in Coconut Grove. The secondary market is comprised of three

segments: rst, local residents who live in nearby neighborhoods such as The Roads, Brickell, South Miami

Coral Gables, Pinecrest and other areas of Miami-Dade County; second, the broader South Florida region

and third, the tourist market at large, both domestic and international.

We will utilize the same social media and marketing companies currently deployed by Grove Bay Hospitality

Group in support of Shulas 347 Grill. They have been extremely successful in obtaining greater market share

within the highly competitive South Florida hospitality marketplace. Emphasis will be placed on each of the

three, individual dining facilities, as well as The Harbour as an all-encompassing experience destination.

In addition to local newspaper and magazine print-media advertisements, billboards throughout South Floridawill market The Harbour and all of its attractive components. Social-media avenues such as Facebook, Twitter

Yelp, Urbanspoon, Instagram, TripAdvisor, Widgets, Foursquare and Open Table also will be utilized. A

public relations rm will be engaged to create and place content and advertorials for regional and nationa

magazines such as GQ, Food & Wine, Departures and Travel & Leisure, and to book airtime on local and

regional television and radio programs catering to entertaining and dining news.

We also will actively partner with the Greater Miami Convention and Visitors Bureau, and other governmental

and quasi-governmental agencies, to access free-media distribution of our project concept, construction

progress and ultimate boating and dining availabilities.

As we have in the past, we will also seek opportunities to partner with local organizations hosting visits bynational and international journalists, positioning The Harbour as a vibrant, new, must visit experience for

domestic and foreign travelers.

Coconut Grove is eager for fresh and appealing dining options that showcase our communitys history and

charm. The Harbour will mark a major overhaul of the Groves culinary dynamic, from the ultimate formal

experiences of Shulas Steak & Seafood and Oceano to the funky ambiance of Hangar 42. As diners trend

strongly away from the mass-meal formula, we will attract locals and tourists through unique dining experiences

and a range of options that operate at the very highest standards of food and service and fair-minded pricing.

Promotion of our completely-new dry boat storage facilities, indoor and outdoor, will be marketed throughoutthe marine community. We anticipate most or all of the existing customers of Grove Key Marina to continue

as tenants at The Harbour, with no anticipated disruption in storage service.

The primary market for our marina component will be the Greater Miami boating community in search of an

upscale, clean, efcient and safe storage, servicing and launching facility. We will bring the experience and

tremendous success of our Grove Harbour Marina philosophy to this neighboring and integrated location

Our secondary market will consist of out-of-state and international clientele who wish to park their boats in

our community, for lack of options at their homes, or who bring their boats seasonally on vacation or during

their winter months at home.


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26

The marinas primary advertising will consist of local television program support and direct mailing to

the registered boating community throughout South Florida. The Harbour also will actively sponsor and

host local shing tournaments, and participate in boat and shing expositions and shows, particularly the

international boat shows hosted each year by Miami, Miami Beach and Fort Lauderdale. Cooperative

marketing opportunities with marine manufacturers, including boat-builders and engine companies, will be

utilized as well.

13 :: THRESHOLD QUALIFICATION STANDARDS

Grove Bay Investment Group easily exceeds all six minimum requirements of this aspect of this Request for

Proposals:

(i) Three members of our team independently exceed the minimum requirement of 10 years active

experience and responsibility for daily operations of a formal and/or casual restaurant. Brett Hessler,who will be serving as our executive chef, has more than 27 years restaurant experience dating to 1985

Dave Shula, who will be serving as our formal brand specialist, has more than 16 years restaurant

experience dating to 1997. And John JK Kulhanjian II, who will be serving as general manager for

our three restaurants, has more than 18 years restaurant management and ownership experience dating

to 1995.

Two members of our team independently exceed the minimum requirement of 10 years active managemen

experience for a marina of similar size and complexity. Antonio Zamora Jr., serving as our marina general

manager, has more than 26 years experience in marina management, including the comparable Grove

Harbour Marina adjacent to this property. Alan Lima, serving as our marina director of operations, has had

marina management responsibilities for Grove Harbour Marina since its opening in 2002. Additionally, MrLima has had management responsibilities for the Caribbean Marketplace associated with Grove Harbour

Marina; that marketplace contains The Fresh Market retail supermarket, and Mr. Lima exceeds the minimum

requirement of ve years experience for the additional retail business uses we are proposing.

(ii) As previously detailed in Section 3 above, Mr. Eduardo J. Garcia, one of the two managers of Grove

Bay Investment Group, as managing partner of American Realty Capital successfully developed a

major shopping center in Homestead, Florida on a 14-acre parcel involving a Home Depot, Burger

King outparcel and a strip shopping center with national tenants such as Family Dollar. Giraldo Leyva

Jr., the other manager of Grove Bay Investment Group, and Alan Lima were and remain members of

the management team of Grove Harbour Marina and Caribbean Marketplace, an extremely successfulproject on City-owned land that is remarkably similar in size and functionality to the objectives of

this Request for Proposals; specically, to develop and operate marina, food and beverage, and retail

venues at the waters edge in Coconut Grove. All three gentlemen exceed the minimum requirement

for demonstrated experience in the design of projects of similar size, complexity, uses and constraints

(iii) and (iv) Also as previously detailed in Section 3 above, Mr. Garcias development and coordination of

his complex Homestead project occurred during a three-year period, had a total cost of $18 million,

and required securing $13.2 million in debt nancing for the Home Depot parcel alone with Chase

Bank. Mr. Leyva and Mr. Lima were responsible for obtaining nancing, in the amount of $14 million


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to successfully design, construct, maintain and continue operating Grove Harbour Marina and Caribbean

Marketplace. Each of those two projects exceeds the required securing of $5 million in nancing for one

single project of similar size, complexity, uses and constraints.

(v) Grove Bay Investment Group intends an estimated investment of $17.9 million, which exceeds the required

minimum of $14.4 million. This amount is inclusive of environmental remediation costs, security deposit

and contribution to the Parking Trust Fund required by this Request for Proposals.

(vi) Grove Bay Investment Group will pay to the City a minimum, guaranteed rent of $1.8 million annually,

inclusive of the rent for the parking garage, which will become due six months following the issuance

of a certicate of occupancy for the parking garage. That minimum yearly rent exceeds the required

minimum of $1.4 million annually.


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1 View of Shulas and The Harbour Terrace :: Arquitectonica Internation


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2 View of restaurants from new public pier :: Arquitectonica Internation


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3 View from formal dining breezeway toward S. Bayshore Drive :: Arquitectonica Internation


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4 City Hall looking northwest to Hangar 42:: Arquitectonica Internation


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5 South Bayshore Drive looking northeast toward Parking Garage:: Arquitectonica Internation


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6 Descriptive Use Plan :: Scale 1:120 :: Arquitectonica Internation

Shulas

Ocano

Boat storage

Hangar 42

Fuel service

City Hall

Fresh Market

Boat entry

Miami Parking

Authority Garage

Park space

Future park

Park space

Banyan Tree

ParkRetail

Grove Harbour

Marina

Dry racks

Historic

Aviation

element

Floating tourist

docks


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7 Proposed Site Plan :: Scale 1:120 :: Arquitectonica Internation


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8

Automobile circulation

Convenience parking, (doesnot count toward parkingnumbers).

Drop-off / Valet locations

Loading & Service zones

Emergency vehicles only

Service / valet vehicle ac-cess

Circulation Plan:: Arquitectonica Internation


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Bicycle lanes Shared-use pa

Bicycle parkin

9 Circulation Plan :: Arquitectonica Internation

Baywalk and primary routes.Pedestrian paths.

Limited interaction between marina andpedestrian paths.


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Proposed Facilitiessqft.

Required

Parking

H.C.

Spaces

Loading

Bays

bicycle

parking

Commercial 62,700 251 7 4 13

Restaurant 20,500 164 6 1 9

Civil Support Boat storage 82 3 0 5

Total Required: 497 9 5 27

Total Required: 4Parking on Garage LV02: 1

Parking per Typical Garage floor: 1

Typical Garage levels:

TOTAL PROVIDED: 5

11 Parking tabulation:: Arquitectonica Internation

40,000 sqft. retail on level 1

118 parking on level 2

136 parking on levels 3-5

56 boats

2,700 sqft

commercial

20,000 sqft

commercial 3,000 sqft

restaurant

12,000 sqft

restaurant

5,500 sqft

restaurant

350 boats


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12 Demolition Plan :: Arquitectonica Internation

Demolish restaurant buildings,all exterior refrigeration, storage,

and associated structures.

Demolish existing fuel service.

Demolish non-historic

additions to hangars.

New fuel service to south dock

Remove

asphalt andsitework

Remove

asphalt and

sitework


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13 Signage locations and materials :: Arquitectonica Internation

Example monument walls Sign locatio


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Site lighting:

Area lighting: Fixtures that employa combination of direct and indi-rect light will provide safe lightinglevels while minimizing glare. Uplittrees will add ambient light.

Baywalk: The goal will be to shinelight on the path and not into theeyes of Baywalk users while meet-ing all requirements. High ef-ciency xtures with low mountingheights will allow pedestrians tofeel safe without ruining views.

14 Conceptual Lighting:: Arquitectonica Internation


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15 Elevations :: Fine Dining :: Arquitectonica Internation

KeypNorth Elevation Scale: 1:40

East Elevation Scale: 1:40

Shulas

Ocano

N

E

Refer to boards for Elevations at 1/8 = 1-


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16 Elevations :: Fine Dining :: Arquitectonica Internation

KeypSouth Elevation Scale: 1:40

West Elevation Scale: 1:40

S

Shulas

Ocano

w

Refer to boards for Elevations at 1/8 = 1-0


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17 Elevations :: Casual Dining :: Arquitectonica Internation

KeypNorth Elevation Scale: 1:20


Hangar 42

N

E

Refer to boards for Elevations at 1/8 = 1-0 sca


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18 Elevations :: Casual Dining :: Arquitectonica Internation

KeypSouth Elevation Scale: 1:20

West Elevation Scale: 1:20

Hangar 42

S

w

Refer to boards for Elevations at 1/8 = 1-0 sca


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19 Elevations :: North Hangar :: Arquitectonica Internation

West Elevation Scale: 1/16=1-0

Keypla

w Boat storage


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East Elevation Scale: 1/16=1-

Keypla

EBoat storage


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Boat storage


Keyp

North Elevation Scale: 1/16=1-0

N


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Keyp

South Elevation Scale: 1/16=1-

S

Boat storage

Commercial


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23 Elevations :: South Hangar :: Arquitectonica Internation

West Elevation Scale: 1/16=1-

Keypla

w Retail


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East Elevation Scale: 1/16=1-

Keypla

ERetail


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Keyp

North Elevation Scale: 1/16=1-

N

Retail


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Keyp

South Elevation Scale: 1/16=1-

S

Retail


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27 Elevations :: Parking Garage :: Arquitectonica Internation


North Elevation Scale: 1

Keypla

N

EMiami Parking

Authority Garage



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28 Elevations :: Parking Garage :: Arquitectonica Internation

West Elevation Scale: 1:40 Keypl

South Elevation Scale: 1:

S

wMiami Parking

Authority Garage



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29 Marina Circulation:: Arquitectonica Internation

Proposed marina circulation utilizes two additionallaunch and staging areas at the adjacent existingGrove Harbour Marina facility, whose operators arepart of The Harbour team.

Plan for a transition, if ever needed, to return ofboat launching function on-site. Only landscapewould need to be relocated. Boat storage wouldremain at 406.


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Financial Model

CONSOLIDATED CASH FLOW

Consolidated Cash Flo

INFLOWS / OUTFLOWS Year 1Year 2

First 6 Mo.Year 2

Last 6 Mo.Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 1

REVENUES

Restaurant Operations Revenue 4,000,000 2,000,000 10,000,000 20,000,000 21,000,000 22,050,000 22,491,000 22,940 ,820 23,399,636 23,867,629 24,344,982 24,831,881 25,328,5

Marina Operations Revenue 1,002,285 472,000 566,400 1,820,760 1,843,520 1,866,563 1,889,896 1,913,519 1,937,438 1,961,656 1,986,177 2,011,004 2,036,1

Retail Leasing Revenue - - 340,500 1,881,000 1,904,513 1,928,319 1,952,423 1,976,828 2,001,539 2,026,558 2,051,890 2,077,538 2,103,5

TOTAL REVENUES 5,002,285 2,472,000 10,906,900 23,701,760 24,748,032 25,844,882 26,333,318 26,831,167 27,338,613 27,855,843 28,383,048 28,920,424 29,468,1

OPERATING EXPENSES

Restaurant Operations Expenses (3,380,290) (1,690,145) (7,864,895) (15,742,155) (16,433,089) (17,157,343) (17,481,162) (17,811,205) (18,147,793) (18,492,056) (18,842,943) (19,200,583) (19,565,

Marina Operations Expenses (644,937) (322,469) (342,954) (888,672) (899,780) (911,028) (922,415) (933,946) (945,620) (957,440) (969,408) (981,526) (993,79

Retail Leasing Ex

the harbour - technical proposal

Documents