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HomeMy WebLinkAboutRedline - Amended and Restated Development Agmt - Final Revisions and Updated Development AgreementSECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT BETWEEN CITY OF MIAMI, FLORIDA AND ., ASSOCIATES (DEL.) LLC, 14ALF CIRCLE PROPERTY NORWEGIAN WOOD ACQUISITIONS, LLC, OAK PLAZA ASSOCIATES (DEL.) LLC, ,.T>, SAIT JUNGLE PLAZA, LLC, SWEET VIGINIA A CQUISITIO S,4200 ASSOCIATES LLC, PARADISE PLAZA ASSOCIATES, LLC, HALF -CIRCLE PROPERTY DEL. LLC, LOVELY RITA ACQUISITIONS, LLC, itAC A DESIGN 4141 LLC, T PENNY AN ACQUISITIONS, T T r, UPTOWN GIRL DEVELOPMENT LLC, SUN KING, LLC, DACRA DESIGN 4141 LLC, MDDA MORNING DEW, LLC, AND TINY DANCER ACQUISITIONS, LLC REGARDING APPROVAL OF THE MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN AND RELATED DEVELOPMENT OF APPROXIMATELY 22.56 ACRES. THIS AGREEMENT is entered this day of 20142021 by and betweenxgl Holding r ,,,r T, a Fl , ; a4 Ee�ten� rsroeiate-s (Del.) L16G, Half Gir-e e Prepeft- � (Del.) r r G Norwegian Wood Acquisitions LLC Oak Plaza Associates (Del.) LLC, Bea Newter T�Sweet3,14ginia Aequisitions, bbc, Da . -mo Meer-ehmale Plaza_ LLC. 4200 Associates. LLC. Paradise Plaza Associates. LLC. Half -Circle Property (Del.) LLC, Fr A n r r r 1,.,er-a Design 4141 r�Penny LaaeLoveI Rita Acquisitions, LLC, Uptown Girl Development, LLC, Sun King, LLC, Dacra Design 4141 LLC, MDDA Morning Dew, LLC, and Tiny Dancer Acquisitions, LLC, Delaware limited liability companies (each, individually, 'Developer Party," and collectively, the "Developer Parties"), and the CITY OF MIAMI, FLORIDA, a municipal corporation of the State of Florida ("City") (Developer Parties and the City together referred to as the "Parties"). WITNESSETH: WHEREAS, the Miami Design District (the 'District") spans portions of �W&,,efifteen (4- 215) city blocks containing allthegenerally bounded on the east by Biscayne Boulevard;, south by NE -3-638t' Street„ west by North Miami Avenue,, and north by NE 40' Street; or properties generally located within the area boundaries of the Miami Design District area ("SD-8") as designated under former zoning Ordinance 11000; and serviced by three (3) Miami -Dade Transit routes; and WHEREAS, the District has recently become an internationally recognized center for furniture design and a burgeoning home for the arts, high fashion, restaurants, and a center for creative employment; and �2T22294. 5511 2264;1 56264360j WHEREAS, the emerging status of the District is consistent with the City's vision to develop a world class destination for the arts, fashion, and design, and, as such, the City wishes to encourage redevelopment within the District; and WHEREAS, " the development of multi -family residential housing in the District will complement existing retail and restaurants, encourage pedestrian activity, and provide additional housing options in the urban core proximate to local and regional transportation; and WHEREAS, the City and Developer Parties wish for development of the subject properties to proceed in a manner �� consistent with the Miami Comprehensive Neighborhood Plan ("Comprehensive Plan") and the Cites land development regulations; and WHEREAS, the Developer Parties previously sought, and the City granted, an amendment tome Future Land Use Map designations within the Comprehensive Plan for selected properties within the Retail Street Pr-ejee+District from Duplex Residential-i /Medium Density Multifamily Residential to Medium Density Restricted Commercial in order to facilitate redevelopment within the District; and WHEREAS, the Goy, ,, ,per a process ^tomexists within the Eed ,City's zoning code ("Miami 21 "), known as a "Special Area Plan" or "SAP," which allows parcels of more than nine (9) abutting acres to be master planned to allow greater integration of public improvements and infrastructure, and greater flexibility so as to result in higher or specialized quality building and streetscape design; and WHEREAS, on July 26, 2012, the City Commission approved the Miami Design District Retail Street Special Area Plan ("SAP") via the a rtia ^ for a 19.08 acre area in the District under Ordinance 13334en ittly 26',-241-2—,.and the City subsequently amended the SAP via the adoption of Ordinance 13414 on October 24 201-324, 2013, to include 12 additional parcels for a total area of 21.06 acres; and WHEREAS, Sec. 3.9.17 of Miami 21 requires development within the SAP to occur pursuant to a Development g-eeme *recorded development agreement between the property owner(s) and the City; and WHEREAS, on February 19, 2013, eei4aifi of the Develop he Parties and their predecessors in interest recorded a master development agreement for the SAP Ito implement their vision for the District at Official Records Book 28495, Page 558, of the Public Records of Miami -Dade Count, Florida, which was subsequently superseded by an Amended and Restated Development Agreement for the SAP, recorded on September 18, 2014, �2T22294. 5511 2264;1 56264360J at Official Records Book 29314, Page 1880, of the Public Records of Miami -Dade County, Florida Oc—" Master Development Agreement" ) WHEREAS, the Developer- Pai4ies fiew hold fee simple tit! nately 21 ae ass WHEREAS, Area Plan on March 12, 2015, the City Commission approved an amendment to the SAP under Ordinance No. 13505 that added properties located at 220 NE 431 Street to the a companion development agreement with 4201 NE 2nd Avenue, LLC under Ordinance 13506 for the development of 220 NE 43' Street pursuant to the SAP, recorded at Official Records Book 29595, Page 4542, of the Public Records of Miami -Dade Count, Florida; and WHEREAS, on April 28, 2016, the City Commission approved an amendment to the SAP under Ordinance No. 13603 that removed properties located at 53-61 NE 41st Street from the SAP, decreasing the total area to approximately 22.56 acres, and the City Commission approved a companion release from the Master Development Agreement under Ordinance No. 13604 that removed 53-61 NE 411t Street from the SAP, as recorded at Official Records Book 30568, Page 918, of the Public Records of Miami -Dade County, Florida; and WHEREAS, on January 24, 2019, the City Commission approved an amendment to the Master Development Agreement under Ordinance No. 13802 which removed Flagler Holding Group, Inc. owners of 4218 NE 2nd Avenue) from the Master Development Agreement, as recorded at Official Records Book 31455, Page 2650, of the Public Records of Miami -Dade County, Florida, and the City Commission approved a companion item approving a separate development agreement with Flagler Holding Group, Inc., and WHEREAS, on , 2021, the City Commission approved amendments to the SAP under Ordinance No. that modified the Regulating Plan and Design Concept Book for the SAP to facilitate development of multi -family residential housing and office uses in the District; and WHEREAS, the Developer Parties also seek to amend the underlying Development Agreement, to correct the Developer Parties list, as many of the entities have merged, Hand update the SAP Regulating Plan and Concept Plan attached thereto; and WHEREAS, several of the original Developer Parties: Ben Newton, LLC, Dacra Design Moore (Del), LLC, FCAA, LLC, Monte Carlo Associates (Del.), LLC; Penny Lane Acquisitions, LLC, Sweet Virginia Acquisitions, LLC, all merged into Oak Plaza Associates (Del.), LLC, as reflected in the Certificate of Merger found in Official Record Book 29662, Page 3958 of the Public Records of Miami -Dade County, Florida; and �2T22294. 5511 2264;1 56264360j WHEREAS, Oak Plaza Associates (Del.) LLC has conveyed certain parcels of the subject properties to Jungle Plaza, LLC, 4200 Associates, LLC, and Paradise Plaza Associates, LLC, respectively, and in connection with such conveyances, has assigned to the respective grantees its rights under this Agreement with respect to the properties conveyed to such -grantee ntee, and each such grantee has assumed the obligations of Oak Plaza Associates (Del.) LLC under the underlying Development Agreement with respect to the property conveyed to it, and each such grantee is a successor Developer Party thereunder; and WHEREAS, both Flagler Holding Group, Inc. and 4201 NE 2nd Avenue, LLC, executed separate development agreements with the City, as reflected above, and should be removed from the Developer Parties list to this application; and WHEREAS, based on all of the foregoing amendments to the SAP and the Master Development Agreement made since the SAP was originallypproved for the District in 2012, the fact that several Developer Parties have changed due to successors in interest or mergers, required updates to the current list of parcels that currently make up the SAP as identified on page A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book, as amended (hereinafter, the "SAP Property", "SAP Properties", or "SAP Area" sketch and legal descriptions of which are attached as Exhibit "A")-- and WHEREAS, this Amended and Resta+ed clarifications to certain terms and conditions, the Parties seek to amend and restate the Master Development Agreement (AgreefenI satisfies the r-eqttir-em in its entirety for a second time, pursuant to the procedures for modifications set forth in See. 3.9 ofM:.,m 21 Section 36; and WHEREAS, the City and Developer Parties wish for development within the District to proceed substantially in accordance with the Miami Design District Retail Street SAP Regulating Plan and Design Concept Book, as most recently modified on Of 2021 under Ordinance No. 134 14 referenced above, both of which are attached as Exhibit "B" hereto and incorporated herein by reference ("Regulating Plan and Design Concept Book "); and WHEREAS, Mack of certainty in the approval of development can result in a waste of economic and land resources, discourage sound capital improvement planning and financing, escalate the cost of housing and development, and discourage commitment to comprehensive planning; and WHEREAS, assurance to Developer Parties that they may proceed in accordance with existing laws and policies, subject to the conditions of a development agreement, strengthens the public planning process, encourages sound capital improvement planning and financing, assists in assuring there are adequate capital facilities for the development, encourages private participation in comprehensive planning, and reduces the economic costs of development; and WHEREAS, the modifications identified above will ensure the continued vitality of the District, and provide additional employment opportunities for the neighborhood and region; and �2T22294. 5511 2264;1 56264360J 4 WHEREAS, the City Commission, pursuant to Ordinance No. , 2� , adopted Oetebef 24, 2013 2021 has authorized the City Manager to execute this Agr-eementagreement upon substantially similar terms and conditions as set forth herein below, and the Developer Parties have been duly authorized to execute this Agr-eementagreement upon the terms and conditions set forth below. NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the pesParties mutually agree and bind themselves as set forth herein, and effective on the "Effective Date" (defined below), the Master Development Agreement is hereby amended and restated in its entirety for a second time to read as follows: Section L—Section 1. Consideration. The Parties hereby agree that the consideration and obligations recited and provided for under this Agreement constitute substantial benefits to both parties and thus adequate consideration for this Agreement. .—Section 2. Rules of Legal Construction For all purposes of the Agreement, unless otherwise expressly provided: (a}(a)—A defined term has the meaning assigned to it; 0)-(b_Words in the singular include the plural, and words in plural include the singular; (c}CcIA pronoun in one gender includes and applies to other genders as well; (d) The terms "hereunder", "herein", "hereof, "hereto" and such similar terms shall refer to the instant Agreement in its entirety and not to individual sections or articles; (e) The Parties hereto agree that this Agreement shall not be more strictly construed against either the City or the Developer Parties, as all parties are drafters of this Agreement; and (f) The recitals are true and correct and are incorporated into and made a part of this Agreement. The attached exhibits shall be deemed adopted and incorporated into the Agreement; provided however, that this Agreement shall be deemed to control in the event of a conflict between the attachments and this Agreement. Se Section 3. Definitions. Capitalized terms which are not specifically defined herein shall have the meaning given in Miami 21. "Agreement" means this Second Amended and Restated Development Agreement between City of Miami, Florida and Norweuian Wood Acauisitions_ LLC. Oak Plaza Associates (Del.) LLC_ Jungle Plaza, LLC, 4200 Associates LLC, Paradise Plaza Associates, LLC, Half -Circle Property (Del.) LLC, Lovely Rita Acquisitions, LLC, Uptown Girl Development LLC, Sun King, LLC, Dacra Design 4141 LLC, MDDA Morning Dew, LLC, and �2T22294. 5511 2264;1 56264360j Tiny Dancer Acquisitions, LLC regarding approval of the Miami Design District Retail Street Special Area Plan and Related Development. "City" means the City of Miami, a municipal corporation ar'' a pal subdivision of the State of Florida, and all departments, agencies and instrumentalities subject to the jurisdiction thereof. "Comprehensive Plan" means the comprehensive plan known as the Miami Comprehensive Neighborhood Plan, adopted by the City pursuant to Chapter 163, Florida Statutes (2013), meeting the requirements of Section 163.3177, Florida Statutes (2013), Section 163.3178, Florida Statutes (2013) and Section 163.3221(2), Florida Statutes (2013), which iswas in effect ason the date of recordation of the E eetivtteMaster Development Agreement. Notwithstanding the foregoing, the amendments to the Comprehensive Plan regarding maximum allowed density for the High Density Multifamily Residential designation, having an effective date of May 14, 2018, shall apply to Development pursuant to this Agreement. "County" means Miami -Dade County, a political subdivision of the State of Florida. "Developer Party" means an individual property owner who is a signatory to this Agreement. "Developer Parties" means the property owners who are signatories to this Agreement. "Development" means the carrying out of any building activity, the making of any material change in the use or appearance of any structure or land, or the dividing of land into three or more parcels and such other activities described in Section 163.3221(4), Florida Statutes (21 20N). "Effective Date" is the date of recordation of this ^v,,ende,a and Restate Agreement. "Existing Zoning" is (a) Miami 21 Code, April 2012, specifically including the Miami Design District Retail Street SAP Regulating Plan and Design Concept Book, and related modifications to the Transect designations of lots within the SAP Area, and (b) the provisions of the Charter and City of Miami Code of Ordinances ("Code") which regulate development, specifically including Chapters 10, 13, 22, 22.5, 23, 36, 54, 55 and 62 of the Code, as amended, through the Eff etive D ,*date of recordation of the Master Development Agreement, which together comprise the effective land development regulations governing development of the SAP Area as of the off tive date of the eea -de g -eefHe *. "Land" means the earth, water, and air, above, below, or on the surface and includes any improvements or structures customarily regarded as land. �292229�41 6 5511 2264;1 56264360J "Laws" means all ordinances, resolutions, regulations, comprehensive plans, land development regulations, and rules adopted by a local government affecting the development of land. "Public Facilities" means major capital improvements, including, but not limited to, transportation, sanitary sewer, solid waste, drainage, potable water, educational, parks and recreational, streets, parking and health systems and facilities. "Property Interest" means any ownership interest in any SAP Property. "Reeor-dedMaster Development Agreement" means that certain Amended and Restated Development Agreement r-eeer-de d i O.R. Book 294 Pages 559 699 (GFN 2013 O132:7^"for the SAP made by and between the Parties. recorded on Sebtember 18. 2014_ at Official Records Book 29314_ Page 1880, of the Public Records of Miami -Dade County, Florida , Z04-3. "Retail Developer Party" consists of the pai4ies identified in Exhibit !LGnDeveloper Party known as Oak Plaza Associates (Del.) LLC, who afe his a si natoly to t4+ethis Agreement and vv4l! be tindei4aking the developmeat of the Re, "Retail Street Project" means that existing and proposed development within the rDistrict SAP slated to oeebrand occurring on properties within the SAP area and denoted , 24> 25> > > �?62735, 36> > �7, 3 9> 42> 43> 44, '' ^ �5 on sheet A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book Se 4—Section 4. Purpose. The purpose of this Agreement is for the City to authorize Developer Parties to continue to redevelop the SAP Properties pursuant to the'_` Miami r esig* Distr-iet Re—— SAP. TlhisThe Master Development Agreement will establish, as the established the land development regulations whknthat govern -the development of the SAP Properties, thereby providing the Parties with additional certainty during the development process. This Agreement satisfies the requirements of Section 3.9. of Miami 21. Seetien5.-Section 5. Intent. Developer Parties and the City intend for this Agreement to be construed and implemented so as to effectuate the purpose of the Miami Design District Retail Street SAP, this Agreement, the Comprehensive Plan, Existing Zoning, and the Florida Local Government Development Agreement Act, s. 163.3220 - 163.3243, Florida Statutes (2 2019). Section 6;--Section 6. Applicability. This Agreement only applies to the SAP Properties identified in Exhibit "A." This Agreement shall amend, restate, replace and supersede the Master Development Agreement in its entirety, and upon recordation of this Agreement the prior Master Develonment Agreement shall be deemed null and void. r29202029.41 7 2mmmQ. 4 5511 2264;1 56264360J Se Section 7. Term of Agreement, Effective Date and Binding Effect. This Agreement shall have a term of thirty (30) years from the Effective Date and shall be recorded in the public records of Miami -Dade County and filed with the City Clerk. The term of this Agreement may be extended by mutual consent of the Parties subject to a public hearing, pursuant to s. 163.3225, Florida Statutes (2 2019). This Agreement shall become effective on the Effective Date and shall constitute a covenant running with the land that shall be binding upon, and inure to, the benefit of the parties, their successors, assigns, heirs, legal representatives, and personal representatives. Seetion 8..Section 8. Permitted Development Uses and Building Intensities. (a) Miami Design District Retail Street SAP Designation. The City has designated certain properties as the Miami Design District Retail Street SAP on the official zeningZoning Atlas of the City, pursuant to the applicable procedures in Miami 21. The Regulating Plan and Design Concept Book are attached as Exhibit "B". In approving the Miami Design District Retail Street SAP, the City has determined that the uses, intensities and densities of development permitted thereunder are consistent with the Comprehensive Plan and the Existing Zoning. (b) Density, Intensity, Uses and Building Heights. (1) As of the Effective Date and pursuant to the Miami Design District Retail Street SAP, the density and intensity proposed for the SAP shall be consistent with the densities and intensities permitted by the Existing Zoning. Adjacent and non -adjacent parcels within the SAP Area which have unutilized density or unutilized FLR, located within the T6 Urban Core transect zone ("T6 Properties") may transfer such unutilized density or unutilized FLR ("Remaining Aggregate Density or Remaining Aggregate FLR") to other T6 Properties within the SAP Area, provided however that each individual project on those T6 Properties must comply with the limits imposed by the SAP Regulating Plan and the Comprehensive Plan. Notwithstanding the forgoing, density and intensity shall be counted on an aggregate basis for all T6 Properties located within the SAP, such that the total aggregated density and intensity throughout the T6 Properties shall not surpass the aggregated as -of -right maximum (i.e. base) density and intensity permitted in the underlying T6 Properties. Aggregated density and intensity,, as well as the Remaining Aggregate Density and Remaining Aggregate FLR will be tracked via an a e ag ted rights tracking sheet ("Tracking Sheet") and reviewed annually as part of the Annual Review process as indicated in Section 19. (2) The non-residential development permitted on the SAP Properties includes, but is not limited to, the following uses: office, hotel, retail, auto -related commercial establishments (non -service, entertainment educational, and any other uses permitted by the Existing Zoning. �2T22294. 5511 2264;1 56264360J (3) Nothing herein shall prohibit the Developer Parties from requesting a change of zoning, pursuant to Article 7 of Miami 21, to increase the density or intensity of development permitted by the underlying Transect designation of that certain property forming part of the Miami Design District Retail Street SAP by amending the SAP and this Agreement. (4) In the event the City sh,.,,',a affie amends its Comprehensive Plan to permit the transfer of densities within a specified area so as to permit densities in excess of the density limits set forth in a particular Future Land Use Map category, nothing herein shall prohibit the Developer Parties from requesting such density transfers within the Miami Design District Retail Street SAP. 51 SAP Probertles having an underlvina transect designation of T6 Urban Core are eligible to transfer unutilized density_ or FLR between development sites, up to the maximums set forth in the Re a lating Plan. This process is separate and apart from the Public Benefits Program set forth in Section 3.14 of Miami 21 and Section 3.14 of the Regulating Plan. (c) Environmental. The City finds that the proposed development will confer a significant net improvement upon the publicly accessible tree canopy in the area. The City and Developer Parties agree that Developer Parties will comply with the intent and requirements of Chapter 17 of the City Code, subject to the modification set forth herein, by performing tree replacement within the SAP Area where possible. (1) Off -site replacement trees. Notwithstanding the requirements of Sec. 17-6.(e) of the City Code, where replacement within the SAP Area is not physically possible, any Developer Party may enter into an agreement with the City to perform tree replacement on public property in the following order of priority: (i) within the District; (ii) within a one (1) mile radius of the District; or (iii) within any City park. Particular emphasis shall be paid to replacement along gateway corridors within and surrounding the District, specifically N. Miami Avenue, N.E. 2nd Avenue, NE 36t' Street, NE I't Avenue, and Biscayne Boulevard. Further emphasis shall also be placed on the possible placement of trees within the boundaries of the following neighboring communities: (i) Buena Vista Heights; (ii) Buena Vista East; and (iii) Brentwood. The City further agrees to facilitate the permitting and planting of replacement trees on all publicly owned property within the aforementioned areas and within City parks. The Developer Parties further agree to work with the residents and representatives of the aforementioned communities to identify locations for and coordinate the placement of said trees. Each Developer Party undertaking tree replacement off -site for any parcel of land within the SAP Area shall agree to water, trim, root, prune, brace, or undertake any other �2T22294. 5511 2264;1 56264360J �2T22294. 5511 2264;1 56264360j necessary maintenance as may be required by the Public Works Department for a period of not greater than thirty (30) days after installation. Each Developer Party undertaking any off -site tree replacement further agrees to warrant each such off -site replacement tree for a period of one (1) year after the date of installation. (2) SAP Area tree installation, maintenance and guarantee. For all trees placed within the SAP Area, each Developer Party placing such trees shall install any needed irrigation and corresponding water meters to support the growth of trees located within the right-of-way. Each Developer Party undertaking tree replacement for any parcel of land shall agree to water, trim, root, prune, brace, or undertake any other necessary maintenance as may be required for trees located within the SAP Area. Each Developer Party undertaking any such tree placement within the SAP Area further agrees to warrant each SAP Area tree for a period of one (1) year after installation. (3) Tree replacement chart. The tree replacement chart below shall be used to determine whether a Developer Party has satisfied the tree replacement requirements for any particular parcel of land as set forth in Sec. 17-6.(a) of the City Code. The chart below shall replace and supersede Chart 17.6.1.1. in the City Code. Tree Replacement Chart Total diameter of tree(s) to be removed (sum of inches at DBH) Total inches of replacement DBH required (12' minimum tree height) 2"- 3" 2" 4"- 6" 4" 7"- 12" 8" 1311- 18" 12" 1911- 24" 16" 2511- 30" 20" 3111- 36" 24" 3711- 42" 28" 4311- 48" 32" 4911- 60" 40" To determine whether the replacement requirements have been satisfied, calculate the total sum in inches of the diameter of the trees removed. The size of the replacement trees diameter at breast height (DBH) must equal the total inches of replacement DBH set forth in the above chart. Diameter measurement shall be rounded up to the nearest inch. If the sum of the diameter of trees to be removed exceeds a total of 60 inches, the additional inches shall be added cumulatively from the top of the chart, 10 down to the bottom of the chart, to calculate the number of DBH for replacement trees. (4) Tree species. The chart set forth below shall replace and supersede Chart 17.6.2.1. in the City Code. All other requirements set forth in Sec. 17-6.(b) of the City Code shall apply within the SAP Area. Required total DBH for replacement trees Required minimum number of species 22"- 40" 2 41 "- 100" 4 101" or greater 6 (5) Tree installation. A Developer Party shall install trees opportunistically within the public right-of-way, subject, at all times, to approval by the Department of Public Works. Section 9. Connectivity and Activity within Public Right -of -Way. (a) Connectivity. A critical element to the success of the Retail Street Project is the below -grade connectivity within the public right-of-way along N.E. 4l't Street. The proposed below -grade connection will facilitate ease of access, minimize pedestrian and vehicular conflicts, and reduce the Retail Street Proj ect's traffic impacts by enhancing internalized traffic circulation, reducing off -site impacts and expanding parking capacity within the District. The Developer Pfti4yParties recognizes that such connectivity and commercial usage may require approval of other governmental agencies such as Miami -Dade County. The City finds and determines that establishing such connectivity below N.E. 41It Street serves a public purpose, and further agrees to support the Ret�Developer RaFt-yParties's efforts to obtain any authorization to establish such proposed below -grade connection where the approval of another governmental agency may be necessary. The City further finds that the authorization of such a connection below the public right-of-way shall in no way diminish access for firefighting apparatus or rescue and salvage operations; diminish traffic, transportation and circulation; or adversely impact the advancement of the safety, health, and general welfare within the City. Given the public benefits conferred upon the City by the below -grade connection beneath N.E. 4l't Street and across the public right-of-way, the provisions of Sec. 54-186_prohibiting such below -grade encroachment beyond the City's established base buildinglines ines shall not apply to the Miami Design District Retail Street SAP. (b) Construction of encroachments within the Public Right -of -Way. The City finds that the encroachments proposed by the Developer Parties do �2T22294. 5511 2264;1 56264360J HU not unduly restrict the use of the public right-of-way and are an essential element in the construction of the vehicular underpass below the same rights -of -way. The adoption of this Agreement shall serve to satisfy the requirements set forth in Sec. 55-14(b) of the City Code. Notwithstanding the requirements of Sec. 55-14(c) of the City Code, the City agrees to waive any and all claims to payment of a user fee in connection with the construction of the aforementioned encroachments within the public rights -of -way and the use of the same for both vehicular travel and public parking. Further, this Agreement shall satisfy the requirements of Sec. 55-14(d) of the City Code. In consideration for authorizing the construction of the aforementioned encroachments, the Developer Parties further covenant to: (1) Maintain the below -grade vehicular underpasses and public parking in accordance with the Florida Building Code and the City Charter and Code. (2) Provide an insurance policy, in an amount determined by the e4yCity's risk manager, naming the City as an additional insured for public liability and property damage. The insurance shall remain in effect for as long as the encroachment(s) exist within the right-of-way. Should the Retail Developer Parties fail to continuously provide the insurance coverage, the City shall have the right to secure similar insurance policy in its name and place a special assessment lien against the owner's abutting private property for the total cost of the premium. (3) The Developer Parties shall hold harmless and indemnify the City, its officials and employees from any claims for damage or loss to property and injury to persons of any nature whatsoever arising out of the use, construction, maintenance or removal of the vehicular underpass and from and against any claims which may arise out of the granting of permission for the encroachment or any activity performed under the terms of this Agreement. Section 10. Public Facilities. As of the E eeti�,,e Da+edate of recordation of the Master Development Agreement, the Developer Parties have conducted an extensive analysis of the Public Facilities available to serve the SAP Area and the Retail Street Project. In the event that the Existing Zoning and/or the Comprehensive Plan require a Developer Party or the Retail Developer Party to provide Public Facilities to address any deficiencies in required levels of service occasioned by future development within the SAP Area or as a result of the development of the Retail Street Project, such Developer Party or the Retail Developer Party, as appropriate, shall provide such Public Facilities consistent with the timing requirements of s. 163.3180(2)(a), (b) and (c), Florida Statutes (20132019), or as otherwise required by Chapter 13 of the City Code, if applicable. The Developer Parties shall be bound by the City impact fees and r292020 9�41 12 5511 2264;1 56264360J assessments in existence as of the gff-eeti�,,e D date of 9+i-srecordation of the Master Development Agreement. Se Section 11. Project Approval. (a) Future Development Review. Future development within the Miami Design District Retail Street SAP shall proceed pursuant to the processes and in accordance with the design requirements set forth in the Regulating Plan and Design Concept Book, attached as Exhibit "B". The criteria to be used in a determination regarding whether future development shall be approved is the proposed development's consistency with the Comprehensive Plan, this Agreement and the Miami Design District Retail Street SAP. With regard to SAP Parcels 57-61 as identified on Page A�51.4 of the Concept Book, the Developer Party agrees to meet with representatives of the Buena Vista Heights Neighborhood Association not less than fifteen (15) days in advance of submitting any redevelopment site plans for said parcels to the City for processingM. With regard to SAP Parcel 9 (i.e. Tuttle (South)) as identified on Page A1.4 of the Concept Book the Developer Party agrees to meet with representatives of the Bay Point Property Owners and Buena Vista East Historic Neighborhood Association not less than fifteen (15) days in advance of submitting any redevelopment site plans for said parcels to the City for processing. (b) Prohibition on Downzoning. (1) The Comprehensive Plan, the Existing Zoning, and this Agreement shall govern the development of the SAP Properties designated a part thereof for the duration of the Agreement. The City's laws and policies adopted after the E eeti�,edate of recordation of the Master Development Agreement may be applied to the SAP only if the determinations required by s. 163.3233(2), Florida Statutes (21 2019) have been made following a public hearing or as otherwise provided herein. (2) Pursuant to s. 163.3233(3), Florida Statutes (241-�2019), this prohibition on downzoning supplements, rather than supplants, any rights that may vest to Developer Parties under Florida or Federal law. As a result, Developer Parties may challenge any subsequently adopted changes to land development regulations based on (a) common law principles including, but not limited to, equitable estoppel and vested rights, or (b) statutory rights which may accrue by virtue of Chapter 70, Florida Statutes (21 2019). Seetion 121. Section 12. Alcoholic Beverage Sales. Upon approval of this Agreement, pursuant to Chapter 4 of the City Code, two (2) Retail Specialty Centers are hereby designated for r292020 9�41 13 5511 2264;1 56264360j properties within the SAP Area. The Miami Design District Retail Street SAP Retail Specialty Center North ("Retail Specialty Center North") shall consist of all SAP Properties located north of the mid -line of the right-of-way of NE 40t' Street and the Miami Design District Retail Street SAP Retail Specialty Center South ("Retail Specialty Center South") shall include properties located south of the mid -line of the right-of-way of NE 401 Street. The maximum number of Alcohol Service Establishments (as defined in Chapter 4 of the City Code) permitted within each Retail Specialty Center shall not exceed five (5) establishments, inclusive of any such establishments in existence as of the date of this Agreement, but exclusive of any bona fide, licensed cafes, restaurants, and other establishments where the sale of alcoholic beverages is entirely incidental to and in conjunction with the principal use of the sale of food (e.g. bona fide, licensed restaurants, with a 2-COP, 2 rr'�74-COP, 4-COP S-XSFS or an equivalent license). The number of approved establishments may be increased by amendment to this Agreement. Each Alcohol Service Establishment permitted within the Retail Specialty Center North and the Retail Specialty Center South, exclusive of bona fide, licensed cafes, restaurants, and other establishments where the sale of alcoholic beverages is incidental to the principal use of the sale of food, shall be permitted pursuant to the requirements of the Miami Design District Street Regulating Plan, attached hereto as part of Exhibit "B", and any applicable provision of Chapter 4 of the City Code not in conflict with the provisions of this Agreement. Each of the .,',.a lie beve -age tabs shine tsAlcohol Service Establishments within both the Retail Street SAP Retail Specialty Center North and Retail Specialty Center South permitted pursuant to this Section shall be reserved for the benefit of the Retail Developer Party, unless otherwise modified by a separate written agreement between the Developer Parties. Se Section 13. Valet Parkin. The Developer Parties intend to estab1 s established a uniform valet system to service the SAP Properties and the District generally. Notwithstanding the limitations set forth in Sec. 35-305 of the City Code, a maximum of two (2) valet permits may be issued for the operation of a valet parking ramp on the same side of the block where the permit applicant is the operator of the uniform valet system. Section 14. Temporary/Special Events. To the extent governed by the laws and regulations of the City of Miami, the City Commission hereby finds and agrees that the following special events constitute ancillary uses of the Retail Street Project: event banners, farmers' markets, grand openings, holiday sales, outdoor sales, ground breakings, and neighborhood sales events. For events which the Developer RaAyParties anticipates to exceed (75%) seventy five percent of the maximum permitted occupancy, inclusive of Open and Civic Space or (2,100) two thousand one hundred guests, whichever is less, the Retarlapplicable Developer Party, or its designee, shall submit an application for review to the City Neighbefhe Eahaneement Team O1 E) affee seFvi ' g the Distr-ic4of Miami Office of Film and Entertainment (or successor department, if applicable) no less than five (5) working days prior to the date of any such event. The City agrees to complete its review within three (3) working days of the submittal of the required application to ensure coordination of needed City services and r292020 9�41 14 5511 2264;1 56264360J avoid possible adverse impacts due to multiple events occurring within the immediate and surrounding area. The City Commission further finds that the above -listed activities, which shall not exceed the maximum permitted occupancy of the Retail Street Project, will not: (i) substantially interrupt the safe and orderly movement of other traffic contiguous to the special event; (ii) substantially diminish routine police service levels to the entire community; (iii) unduly interfere with the proper fire and police protection or ambulance service to areas contiguous to the special event as a result of the concentration of persons and vehicles; (iv) interfere with the movement of firefighting apparatus en route to an emergency call; and (v) present an unreasonable danger to the health and safety of the public. Notwithstanding the requirements of Secs. 62-521, and 62-522, the above -stated activities shall not require the issuance of a City permit. Section 15. Public Benefits. (a) Job Creation & Employment Opportunities. Generally, the Developer Parties shall consult with local and/or state economic development entities regarding job training and job placement services for area city residents seeking employment opportunities with potential employers which will locate or establish a business within the SAP Area. (1) Construction Employment. The Developer Parties shall use best efforts to work with the City in the following areas: a. Job Sourcing. The Developer Parties shall require their general contractor(s) to use best efforts to work with the City's Miami Works Initiative or similar program to source job opportunities for both skilled and unskilled laborers seeking employment opportunities within the construction industry. b. Community Business Enterprise (CBE) Participation. The Developer Parties shall require their general contractor(s) to use best efforts to award a minimum of twenty percent (20%) of the direct construction contract costs to subcontractors whose firms are certified by Miami -Dade County as CBEs. �2T22294. 5511 2264;1 56264360J C. Local Workforce Participation. The Developer Parties shall require their general contractor(s) to use best efforts to employ a minimum of twenty percent (20%) of on -site labor from persons residing within the municipal boundaries of the City of Miami. (2) Restaurant and Retail Employment. The Developer Parties anticipate that a significant number of employment opportunities in the culinary and retail sectors will be generated within the SAP Area. Developer Parties shall use best efforts to work with Miami Dade College, through its culinary and retail institutes, or with similar institutions or organizations, in consultation with the City, to place qualified graduates of such programs in employment opportunities within the SAP Area. (3) Hospitality Employment. The Developer Parties anticipate that a number of job opportunities in the hospitality sector will be generated within he SAP Area. The Developer Parties shall use best efforts to work with Miami Dade College, through its hospitality institute, or with similar institutions and organizations, in consultation with the City, to place qualified graduates of the hospitality institute in employment opportunities within the SAP Area. In addition, the Developer Parties shall use best efforts to assist the City in identifying employment opportunities within the hospitality sector outside the SAP Area and place qualified graduates of the hospitality institute in positions. (b) Park/Open Space Enhancements. As consideration for certain reductions to standards set forth in the City's land development regulations, the Developer Parties hereby agree to undertake the following improvements: (1) Woodson Mini -Park Enhancement: The City owns and operates an existing mini -park, located at approximately 699 NE 36t' Street (Folio No. 01-3219-000-0010), consisting of a parcel of land approximately 6,811 sq. ft. in size and any improvements thereon. In consultation with City Planning staff and subject to their approval, and that of any other City department, the Developer Parties hereby agree to design and construct the proposed improvements (e.g. enhanced landscaping, lighting, fencing, and similar improvements), etc., to the park at their sole cost and expense within three (3) years of the e€feetive date —of�Reeer-dea AgreemeatEffective Date. (2) Park/Open Space Acquisition: The Developer Parties shall use best efforts to acquire a parcel of land of not less than 3,500 sq. ft. in size for park/open space within the SAP Area, the District, or within the immediate vicinity of the District to offset a deficiency of (20,114 sq. ft.) twenty thousand square feet of required Open Space. Said parcel of land shall be dedicated to the City as a public park/open space and improved by the Developer Parties, which improvements shall be consistent with the �2T22294. 5511 2264;1 56264360J design treatment approved by the City for Woodson Mini -Park and incorporate similar elements (e.g. enhanced landscaping, lighting, fencing, and similar improvements), etc. The Developer Parties shall complete such acquisition and improvements within three (3) years of the e€feetive Effective Date. If such acquisition is not timely completed within period set forth above, the Developer Parties shall be required to make a contribution to the City's Public Parks and Open Space Trust Fund in an amount equal to the required cash contribution contemplated under Sec. 3.14.4-tb-X3-) of Miami 21 for not less than (20,114 sq. ft.) twenty thousand one hundred fourteen square feet of Open Space or $217,432.34 within three (3) years of the aforementioned completion date. The amount of said contribution shall be apportioned between each Developer Party in accordance with method set forth in subparagraph (4) below. (3) Open Space Contribution: The Developer Parties shall strive to provide a minimum of ten percent (10%) of Open Space, but in no event less than six and a half percent (6.5%) of Open Space consistent with the requirements set forth in the Regulating Plan and Concept Book. Should the Open Space within the SAP Area at the completion of the Retail Street Project or within five (5) years of the Effective Date of this g -eef e whichever is earlier, equal less than the aforementioned 10% goal, then the Developer Parties shall make a cash contribution to the City's Public Parks and Open Space Trust Fund at the rate of $10.81 per sq. ft., as contemplated under Sec. 3.14.4-tb-X3-.-ef)o Miami 21, for the square footage comprising the difference between the 10% Open Space goal and the minimum requirement of 6.5%. The amount of said contribution shall not exceed $241,000 for the maximum anticipated deficit of 22,293 sq. ft. of Open Space and shall be apportioned among the Developer Parties in accordance with the method set forth in subparagraph (4) below. (4) Apportionment of the Cost of Woodson Mini -Park Enhancement, Park/Open Space Acquisition, & Open Space Contribution: The improvements and park acquisition referred to in subparagraphs (1), (2), and (3) above are called the "Park Contribution" (collectively, the "Contributions"). The cost of the Contributions shall be borne by each Developer Party commensurate with the size of their respective land holdings or total Lot Area, as defined in the Existing Zoning, in accordance with the following formula: [Developer Party Lot Area (sq. ft.) / SAP Total Lot Area (sq. ft.)] * 100 = Developer Party Percentage Contribution (%). Unless and to the extent that the Developer Parties otherwise agree by instrument signed by the Developer Parties and recorded in the Public Records of Miami -Dade County, Florida: (a) the Park �29202029�41 17 5511 2264;1 56264360J Enhancement/Acquisition shall be initiated by the Retail Developer; (b) each Developer Party shall pay to the Retail Developer its share of such cost of the Park Enhancement/Acquisition as costs are incurred; (c) Retail Developer shall from time to time have the right to issue (and record at Retail Developer's option), certificates indicating the status of any sums due to it for the Park Contribution. Any such sums not paid to the Retail Developer within ten (10) days after such payment is due shall bear interest at the rate of 18% per annum (but not more than the highest rate permitted by law) and shall constitute a lien on the property within the SAP that is owned by such Developer Party from whom such payment is due. (c) Street Right -of -Way Improvements. In order to foster a uniform aesthetic, the Developer Parties or Retail Developer Party, where appropriate, agree that any right-of-way improvements to the northern half of NE 381 Street, all of NE 391 Street, and the southern half of NE 42" d Street between NE I It and 2nd Avenues, as well as right-of-way improvements to NE I't and 2nd Avenues between NE 38t' and 42" d Streets, shall include the entire length of the block, even when SAP Properties only make-up a portion of the block. The Retarlapplicable Developer Parties shall, at a minimum, improve the right-of-way immediately fronting SAP Properties along NE 401 and 411t Streets. Developer Parties and Retail Developer Party agree to construct and maintain, at their sole cost and expense, any non-standard improvements to the rights -of -way as described above. The above right-of-way provements have been completed as of the Effective Date. The Developer Parties further agree to support the City's best efforts to effectuate the construction of improvements within portions of the right-of-way fronting non -SAP Properties and which will serve to create a uniform or complementary design aesthetic within the SAP Area, whether through the adoption of design guidelines requiring right-of-way enhancements which complement the non-standard improvements proposed by the Developer Parties, solicitation of an appropriation from another governmental body to construct such improvements, or other appropriate action. In the event the City's best efforts fail to procure either funding for or construction of the desired right-of-way improvements within three (3) years of the Effective Date, the Retarlapplicable Developer Parties further agreesagree to design and construct the improvements within the portions of right-of-way fronting on non -SAP Properties along NE 401 and 411t Streets. (d) NE 42°d Street Landscaping Enhancements. As evidenced by the letter of support dated November of 2011 from the Buena Vista East Historic Neighborhood Association ("Association"), attached veto the Master Development Agreement aspaft-e�Exhibit "D"— the Retail Developer party shall work collaboratively with the Association on the final design treatment for the north wall of the building slated for development on north block within the SAP Area, the preliminary design treatment for which is illustrated on pages A3.4 and �2T22294. 5511 2264;1 56264360j A3.5 of the Design Concept Book, attached hereto as part of Exhibit "B". The Retail Developer Party shall present the final design treatment to the Planning Director for review and approval, following consultation with the Association, which review shall be evaluated for consistency with the standards set forth in Art. 4, Table 12. This obligation has been satisfied as of the Effective Date. (e) Community Engagement. Consistent with the expressed will of the City Commission, the Retail Developer Party shall not less than on a quarterly basis meet with the designated representatives of each of the following associations: (i) Buena Vista Heights Homeowners Association; (ii) Buena Vista East Historic Neighborhood Association; and (iii) Brentwood Neighborhood Association. (f) Community Crime Watch Program. The Developer Parties agrees to provide the Buena Vista Heights Neighborhood Association, Inc. (the "BVH Association") a one-time grant, in amount requested by the BVH Association and memorialized in a separate agreement with *esuch Developer Parties, to underwrite the initial start-up costs and a portion of the recurring operating costs of a neighborhood crime watch program. FEC Right Of Way Improvements. In the event that one or more of the SAP Properties fronting the Florida East Coast Railway right-of-way ("FEC Right -of -Way") obtains a building permit for demolition or redevelopment, the applicable Developer Party(s) that own the development site shall reserve a minimum of 10 feet ("Greenway Setback") abutting the FEC Right -of -Way for construction of a geenway ("Greenway"). At the time of building -permit for demolition or redevelopment, if there is no plan for a Greenway in this area, the Planning Director may release the Developer Party from this obligation. Additionally, Developer Party(s) retain the right to construct bridge improvements and train platforms related to the FEC Right -of -Way in and over the Greenway Setback, so long as these improvements do not affect pedestrian access to the Greenway. In the event that a building hermit for demolition or redevelopment is obtained as described above, and there is feasible connectivity to two adjacent portions of the Greenway connected to a larger Greenway system along the FEC Right -of -Way, the applicable Developer Party(s) shall construct that portion of the Greenway Setback abutting the FEC Right -of -Way. Construction of the Greenway within the reserved area shall be consistent with improvements in similar publicly -accessible areas throughout the District, including landscapin& and other amenities. Developer Parties reserve the right to utilize the area -below the Greenway Setback for below -grade building infrastructure, improvements, and other similar uses. o Section 16. Local Development Permits. (a) The development of the SAP Property in accordance with the Existing Zoning is contemplated by Developer Parties. Redevelopment of the SAP Property may �2T22294. 5511 2264;1 56264360j require additional permits or approvals from the City, County, State, or Federal government and any division thereof. Subject to required legal process and approvals, the City shall make a good faith effort to take all reasonable steps to cooperate with and facilitate all such approvals. Such approvals include, without limitation, the following approvals and permits and any successor or analogous approvals and permits: (1) Subdivision plat and/or waiver of plat approvals; (2) Covenant or Unity of Title acceptance or the release of existing unities or covenants; (3) Building permits; (4) Certificates of use and/or occupancy; (5) Stormwater Permits; (6) Development of Regional Impact approval, modification or exemption; and (7) Any other official action of the City, County, or any other government agency having the effect of permitting development of the SAP Property. (b) In the event that the City substantially modifies its land development regulations regarding site plan approval procedures, authority to approve any site plan for a project on the SAP Properties shall be vested solely in the City Manager, with the recommendation of the Planning Director. Any such site plan shall be approved if it meets the requirements and criteria of the Existing Zoning, the Comprehensive Plan and the terms of this Agreement. Section 17. Necessity of Complying with Local Regulations Relative to Development Permits. The Developer Parties and the City agree that the failure of this Agreement to address a particular permit, condition, fee, term, license, or restriction in effect on the Eff etive Da date of recordation of the Master Development Agreement shall not relieve the Developer Parties of the necessity of complying with the regulation governing said permitting requirements, conditions, fees, terms, licenses, or restrictions. Section 18. Reservation of Development Rights. (a) For the term of this Agreement, the City hereby agrees that it shall permit the development of the SAP Property in accordance with the Existing Zoning, the Comprehensive Plan and the Agreement. (b) Nothing herein shall prohibit an increase in the density or intensity of development permitted in the SAP Area in a manner consistent with (a) the r292020 9�41 20 5511 2264;1 56264360J Existing Zoning and/or the Comprehensive Plan, (b) any zoning change subsequently requested or initiated by a Developer Party in accordance with applicable provisions of law or (c) any zoning change subsequently enacted by the City. (c) The expiration or termination of this Agreement shall not be considered a waiver of, or limitation upon, the rights, including, but not limited to, any claims of vested rights or equitable estoppel, obtained or held by any Developer Party or its successors or assigns to continue development of the SAP Property in conformity with Existing Zoning and all active prior and subsequent development permits or development orders granted by the City. Section 19. Annual Review. (a) The City shall review the development that is subject to this Agreement once every twelve (12) months, commencing twelve (12) months after the Effective Date, through the expiration or termination of this Agreement, or ev -1-develepment right listed en pg. A! 9 ef the Design Geneept Beek, whiehevef: The City shall begin the review process by giving notice to Developer Parties, a minimum of thirty (30) days prior to the anniversary date of the Agreement, of its intention to undertake the annual review of this Agreement. Copies of such annual review shall be provided to the Developer Parties. (b) Any information required of a Developer Party during an annual review shall be limited to that information necessary to determine the extent to which the Developer Party is proceeding in good faith to comply with the terms of this Agreement. (c) As pai4 elEvery five (5) years, commencing on the first annual review after the Effective Date, the Retail Developer Party and City Planning Director shall review the condition of the cross -block pedestrian connections between NE 38th and 391 Streets, as part of the annual review, in order to determine whether the security needs of the said portion of the Retail Street Project warrant the continued limitations to on public access to the southern plaza from NE 381 Street via the cross -block pedestrian passages. In the event of a dispute between the Retail Developer Party and the City Planning Director regarding the reduction/elimination of restrictions to public access, the City Manager, or his or her designee, shall meet with both parties to discuss the issue and render a non appealable determination appealable to the City Commission regarding the same. An appeal of the determination of the City Manager may be filed with the Hearing Boards Office within thirty (30) calendar days of the City Manager's issuance of the determination to the Retail Developer Party, in accordance with the Notice provisions as stated in Section 20. �2T22294. 5511 2264;1 56264360J (d) If the City finds, on the basis of competent substantial evidence, that a Developer Party has not proceeded in good faith to comply with the terms of the Agreement, the City .,, , take ., ,fialoOr- amead this gee e t with r-espeet t said D&,,eleper- Pai4y. The shall provide said Developer Party with written notice of its any defaults. Said notice shall state the reasons for the to,-.,,inatio E)r afne,,dme *default. Upon receipt of such notice, the Developer Party shall have thirty (30) days to cure the default, or such longer period of time as may reasonably be required to cure the default if the default by its nature cannot be cured within thirty (30) days; provided, however, that the Developer Party commences certain acts within thirty (30) days and diligently pursues the cure thereafter. Should the Developer Party fail to cure within the aforementioned period, the City may terv,,inate or amea seek specific performance of this Agreement as to that Developer- na4y in aeear-danee with the Section 20. Notices. (a) All notices, demands and requests which may or are required to be given hereunder shall, except as otherwise expressly provided, be in writing and delivered by personal service or sent by United States Registered or Certified Mail, return receipt requested, postage prepaid, or by overnight express delivery, such as Federal Express, to the parties at the addresses listed below. Any notice given pursuant to this Agreement shall be deemed given when received. Any actions required to be taken hereunder which fall on Saturday, Sunday, or United States legal holidays shall be deemed to be performed timely when taken on the succeeding day thereafter which shall not be a Saturday, Sunday or legal holiday. To the City: With a copy to: �2T22294. 5511 2264;1 56264360j City Manager City of Miami 3500 Pan American Drive Miami, FL 33133 City Attorney City of Miami Miami Riverside Center 444 S.W. 2nd Ave., 9th Floor Miami, FL 33130 Planning & Zoning Director City of Miami Miami Riverside Center 444 S.W. 2nd Avenue, 31 Floor Miami, FL 33130 To Developer Parties: With copies to: u Neyy 4a T T G Dacra Design 4141 LLC Half -Circle Property (Del.) LLC Lovely Rita Acquisitions, LLC MDDA Morning Dew, LLC Norwegian Wood Acquisitions, LLC Oak Plaza Associates (Del.) LLC Jungle Plaza, LLC 4200 Associates, LLC Paradise Plaza Associates, LLC Sun King, LLC Tiny Dancer Acquisitions LLC Uptown Girl Development LLC Attn: Craig Robins 3 841 NE 2nd Avenue, Ste. 400 Ri,,,,�343? Aaw johi Peter-sen 7T18 L0 -4&eY Miami, FL 33137 Akerman LLP Attn: Neisen O. Kasdin, Esq. 1 SE 31 Avenue, 251 Floor Miami, FL 33131 (b) Any Party to this Agreement may change its notification address(es) by providing written notification to the remaining parties pursuant to the terms and conditions of this section. (c) Upon the occurrence of any event of default by any Developer Party, as described in Section 28, or a determination by the City that a Developer Party has not proceeded in good faith to comply with the terms of this Agreement, as described in Section 19, the City shall provide written, courtesy notice of said default to each non -defaulting Developer Party. Said notice shall identify the name of the defaulting party, the address of the subject property(ies), and specify the default. �2T22294. 5511 2264;1 56264360J Section 21. Exclusive Venue, Choice of Law, Specific Performance. It is mutually understood and agreed by the parties hereto, that this Agreement shall be governed by the laws of the State of Florida, and any applicable federal law, both as to interpretation and performance, and that any action at law, suit in equity or judicial proceedings for the enforcement of this Agreement or any provision hereof shall be instituted only in the courts of the State of Florida or federal courts and venue for any such actions shall lie exclusively in a court of competent jurisdiction in the County. In addition to any other legal rights, the City and Developer Parties shall each have the right to specific performance of this Agreement in court. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably waive any rights to a jury trial. Section 22. Voluntarompliance. Developer Parties and the City agree that in the event all or any part of this Agreement is struck down by judicial proceeding or preempted by legislative action, Developer Parties and the City shall continue to honor the terms and conditions of this Agreement to the extent allowed by law. Section 23. No Oral Change or Termination. This Agreement and the exhibits and appendices appended hereto and incorporated herein by reference, if any, constitute the entire Agreement between the parties with respect to the subject matter hereof. This Agreement supersedes any prior agreements or understandings between the parties with respect to the subject matter hereof, and no change, modification or discharge hereof in whole or in part shall be effective unless such change, modification or discharge is in writing and signed by the party against whom enforcement of the change, modification or discharge is sought. This Agreement cannot be changed or terminated orally. Section 24. Compliance with Applicable Law. Subject to the terms and conditions of this Agreement, throughout the Term of this Agreement, Developer Parties and City shall comply with all applicable federal, state or local laws, rules, regulations, codes, ordinances, resolutions, administrative orders, permits, policies and procedures and orders that govern or relate to the respective Parties' obligations and performance under this Agreement, all as they may be amended from time to time. Section 25. Representations, Representatives. Each party represents to the others that this Agreement has been duly authorized, delivered and executed by such party and constitutes the legal, valid and binding obligation of such party, enforceable in accordance with its terms. Section 26. No Exclusive Remedies. No remedy or election given by any provision in this Agreement shall be deemed exclusive unless expressly so indicated. Wherever possible, the remedies granted hereunder upon a default of the other party shall be cumulative and in addition to all other remedies at law or equity arising from such event of default, except where otherwise expressly provided. Section 27. Failure to Exercise Rights not a Waiver: Waiver Provisions. The failure by any party to promptly exercise any right arising hereunder shall not constitute a waiver of such right unless otherwise expressly provided herein. No waiver or breach of any provision of this r292020 9�41 24 5511 2264;1 56264360J Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. Section 28. Events of Default. (a) An event of default by any one Developer Party shall not constitute an event of default by all Developer Parties and shall not adversely affect the rights of those parties in good standing under this Agreement. (b) A Developer Party shall be in default under this Agreement if Developer Party fails to perform or breaches any term(s), covenant(s), or condition(s) of this Agreement, which breach is not cured within thirty (30) days after receipt of written notice from the City specifying the nature of such breach; provided, however, that if such breach cannot reasonably be cured within thirty (30) days, then Developer Party shall not be in default if it commences to cure such breach within thirty (30) days and diligently prosecutes such cure to completion. (c) The City shall be in default under this Agreement if the City fails to perform or breaches any term(s), covenant(s), or condition(s) of this Agreement and such failure is not cured within thirty (30) days following receipt of written notice from any Developer Party specifying the nature of such breach; provided, however, that if such breach cannot reasonably be cured within thirty (30) days, the City shall not be in default if it commences to cure such breach within thirty (30) days and diligently prosecutes such cure to completion. (d) It shall not be a default under this Agreement if any party is declared bankrupt by a court of competent jurisdiction. All rights and obligations in this Agreement shall survive such bankruptcy of either party. The parties hereby forfeit any right to terminate this Agreement upon the bankruptcy of the other party. (e) The default of a successor or assignee of all or any portion of any Developer Party's rights hereunder shall not be deemed a default by such Developer Party. Section 29. Remedies Upon Default. (a) Neither party may terminate this Agreement upon the default of the other party, but shall have all of the remedies enumerated herein. (b) Upon the occurrence of a default by a party to this Agreement which is not cured within the applicable grace period, Developer Parties and the City agree that any party may seek specific performance of this Agreement, and that seeking specific performance shall not waive any right of such party to also seek monetary damages, injunctive relief, or any other relief other than termination of this Agreement. Section 30. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, hereafter be determined to be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to �2T22294. 5511 2264;1 56264360J persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and shall continue in full force and effect. Section 31. Assignment & Transfer. This Agreement shall be binding upon each Developer Party and its heirs, successors and assigns, including the successor to any Property Interest. Each Developer Party, in its sole discretion, may assign, in whole or in part, this Agreement or any of its rights and obligations hereunder, or may extend the benefits of this Agreement, to any holder of a Property Interest without the prior written consent or any other approval of the City. Notice of any assignment shall be provided to the City in accordance with the requirements of Section 20. Any such assignee shall in writing in a legal form acceptable to the City Attorney assume all applicable rights and obligations under this Agreement, and upon such assumption, the assigning party shall be released from all obligations assumed by such assignee. Section 32. Obligations Surviving Termination Hereof. Notwithstanding and prevailing over any contrary term or provision contained herein, in the event of any lawful termination of this Agreement, the following obligations shall survive such termination and continue in full force and effect until the expiration of a one year term following the earlier of the effective date of such termination or the expiration of the Term: (i) the exclusive venue and choice of law provisions contained herein; (ii) rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement, and (iii) any other term or provision herein which expressly indicates either that it survives the termination or expiration hereof or is or may be applicable or effective beyond the expiration or permitted early termination hereof. Section 33. Lack of Agency Relationship. Nothing contained herein shall be construed as establishing an agency, partnership or joint venture relationship between the City and Developer Parties and neither Developer Parties nor its employees, agents, contractors, subsidiaries, divisions, affiliates or guests shall be deemed agents, instrumentalities, employees, or contractors of the City for any purpose hereunder, and the City, its contractors, agents, and employees shall not be deemed contractors, agents, or employees of Developer Parties or their subsidiaries, divisions or affiliates. Section 34. Cooperation, Expedited Permitting and Time is of the Essence. (a) The Parties agree to cooperate with each other to the full extent practicable pursuant to the terms and conditions of this Agreement. The Parties agree that time is of the essence in all aspects of their respective and mutual responsibilities pursuant to this Agreement. The City shall use its best efforts to expedite the permitting and approval process in an effort to assist Developer Parties in achieving its development and construction milestones. The City will accommodate requests from Developer Parties' general contractor and subcontractors for review of phased or multiple permitting packages, such as those for excavation, site work and foundations, building shell, core, and interiors. In addition, the City will designate an individual within the City Manager's office who will have a primary (though not exclusive) duty to serve as the City's point of contact and liaison with Developer Parties in order to facilitate expediting the processing and issuance of all permit and license applications and approvals across all of the various departments and offices of the City which have the �2T22294. 5511 2264;1 56264360j authority or right to review and approve all applications for such permits and licenses. (b) Notwithstanding the foregoing, the City shall not be obligated to issue development permits to the extent a Developer does not comply with the applicable requirements of the Existing Zoning, the Comprehensive Plan, this Agreement and applicable building codes or regulations. Section 35. Enforcement. (a) In the event that a Developer Party, its successors and/or assigns fail to act in accordance with the terms of the Existing Zoning, the City shall seek enforcement of said violation upon the property(ies) within the SAP owned by such Developer Party as applicable. (b) Enforcement of this Agreement shall be by action against any parties or person violating, or attempting to violate, any covenants set forth in this Agreement. Each party to any such action shall bear their own attorney's fees. (c) This enforcement provision shall be in addition to any other remedies available at law, in equity or both. Section 36. Amendment or Termination by Mutual Consent. This Agreement may not be amended or terminated during its term except by mutual agreement of a Developer Party and the City. Prior to any amendment or termination of this Agreement during its term, the City shall hold two public hearings before the City Commission to consider and deliberate regarding such amendment or termination. Section 37. Third Party Defense. City and Developer Parties shall, at their own cost and expense, vigorously defend any claims, suits or demands brought against them by third parties challenging the Agreement or the Project, or objecting to any aspect thereof, including, without limitation, (i) a consistency challenge pursuant to Section 163.3215, Florida Statutes (2013), (ii) a petition for writ of certiorari, (iii) an action for declaratory judgment, or (iv) any claims for loss, damage, liability, or expense (including reasonable attorneys' fees). City and Developer Parties shall promptly give the other written notice of any such action, including those that are pending or threatened, and all responses, filings, and pleadings with respect thereto. Section 38. No Conflict of Interest. Developer Parties agree to comply with Section 2-612 of the City Code as of the Effective Date, with respect to conflicts of interest. Section 39. No Third -Party Beneficiary. No persons or entities other than Developer Parties and the City, their heirs, permitted successors and assigns, shall have any rights whatsoever under this Agreement. Section 40. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. �2T22294. 5511 2264;1 56264360J Section 41. (a}Estoppel. (a) Upon request from time to time by any Developer Party or its successors and/or assigns, or any holder of a mortgage on any SAP Property owned by a Developer Party, the City shall deliver to such requesting party a letter (in recordable form, if requested, and in a form reasonably acceptable to the City Attorney) stating whether the obligations of such Developer Party or its successor and/or assign under this Agreement are current and in good standing or have been satisfied. In the event such Developer Party or its successor and/or assign is not current in its obligations or such obligations are not satisfied, said letter shall state the particular manner in which such person's obligations under this Agreement are not current and in good standing or have not yet been satisfied. No other person other than a Developer Party (including its successor or assign), or a mortgagee of any SAP Property owned by such a Developer Party, may request or rely upon such an estoppel. (b) Within thirty (30) days of receipt of written request from a Developer Party or its successor or assign or the holder of a mortgage on any SAP Property owned by a Developer Party or its successor or assign, the City Manager, on behalf of the City, shall execute an estoppel certificate or similar document, in form and substance reasonably acceptable to the City Attorney, affirming the Developer Party's compliance with the conditions set forth in the Agreement. Should the City fail to execute the requested estoppel certificate within the aforementioned time period, the City's non -response shall be presumed to indicate the Developer Party's compliance with the terms of the Agreement. No other person other than a Developer Party (including its successor or assign), or a mortgagee of any SAP Property owned by such a Developer Party, may request or rely upon such an estoppel. NOW, THEREFORE, the City and Developer Parties have caused this Agreement to be duly executed. [Signature blocks for City and Developer Parties] �2T22294. 5511 2264;1 56264360j IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Ben "Tewto-+Dacra Design 4141 LLC, a Delaware limited liability company, by DACRA 4141 MANAGING MEMBER, INC., a Florida corporation, its Manama Member. r41 n r41 DF,S1C.41 TITSTnTrT .�.[v�T�.VN�t.■TW.IE,kON arm011mg W. " Witnesses: Print Name: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE an Title: The foregoing instrument was acknowledged before me by means of ❑ physical resence or ❑ online notarization, this day of , 24�42021, by as of N 41 A,xxr A41 DESIGN DISTRICT - ASSOCIATES n r n i.T n GE- nACRA 4141 MANAGING MEMBER, INC., a Florida corboration_ on behalf of that corboration in its cabacity as Managing Member of Dacra Design 4141 LLC, a Delaware limited liability company, i �2T22294. 5511 2264;1 56264360j LL-Gon behalf of that company. He is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at Print Name: �2T22294. 5511 2264;1 56264360j IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Half -Circle Property (Del.) LLC, a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company,, its Manager Tamer Witnesses: Print Name: Print Name: Print Name: STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) RA Title: The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this — day of 20142021, by as — of DACRA 41n , r 4 TA,n i.T n rn.Tr MIEMBELRMIAMI DESIGN DISTRICT ASSOCIATES MANAGER, DX—.LLC, a �2T22294. 5511 2264;1 56264360j its- eapaeit-y as Managing Member- ef Paef:a Design "Delaware limited liability company, the Manager of Half -Circle Property (Del.) LLC, a Delaware limited liability company, on behalf of that company. He is personally known to me or wh-o-produced My commission expires: �2T22294. 5511 2264;1 56264360j as identification. NOTARY PUBLIC, State of Florida at Print Name: IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Daern Design Moore . MDDA Morning Dew, LLC, a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its Manager Witnesses: Print Name: Print Name: Print Name: STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) RA Title: The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of 2014 12021, by as of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, ' the Manager of Duer-a Design Maa e (Del.), T T r i- MDDA Morning Dew, LLC, a Delaware limited liability company, on behalf of that company. He is personally known to me or Whe produced as identification. My commission expires: �2T22294. 5511 2264;1 56264360j NOTARY PUBLIC, State of Florida at Print Name: �2T22294. 5511 2264;1 56264360j IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. FC-A A7 T T c F n n P -eat LTG, Lovely Rita Acquisitions, LLC, a Delaware limited liability company—,-tt-s le en+bo, by DISTRICT - ASSOCIATES MDDA SWEET BIRD MANAGER, LLC, a Delaware limited liability company, its Manager Witnesses: Print Name: Print Name: Print Name: STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) RA Title: The foregoing instrument was acknowledged before ffi-eby means of 0 physical presence or ® online notarization, this day of �, �42021, by v�Ina I as of � DESIG-� DISTRICT n SSOGI TL- MDDA SWEET BIRD MANAGER, LLC, a Delaware limited liability company, r292020 9�41 35 5511 2264;1 56264360j in its capacity as Manager of Lovely Rita Acquisitions, LLC. He is personally known to me or produced as identification. My commission expires: �2T22294. 5511 2264;1 56264360j Half Cirele Property LLC by ., Delaware limited (Del.) l i l it-y unTF CIRCLE PAP,�i ffb eempany, T TTr Delaware limited liab lit-y its eampany, sale member-, by AiTIAMI DESIGN DIST-V TrT ASS TESMMTnr_Rn TTr Delaware limited l Manage iab l it-y eampany, its • „.. . �. 5511 2264;1 56264360j "fCS` ........... ... .... NOTARY PUBLIC, State of Florida age Print Name: �2T22294. 5511 2264;1 56264360j IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Lovely Rit-a Norwegian Wood Acquisitions, LLC ,a Delaware limited liability company, by MDDA SWEET BIRD MANAGER, LLC, a Delaware limited liability company, its Manager Witnesses: Print Name: Print Name: Print Name: STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) an Title: The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of 20142021, by as of MDDA SWEET BIRD MANAGER LLC, a Delaware limited liability company, in its capacity as Manager of 16&,,ely Ritallorwegian Wood Acquisitions, LLC. He is personally known to me or produced as identification. �2T22294. 5511 2264;1 56264360j My commission expires: �2T22294. 5511 2264;1 56264360j 40 NOTARY PUBLIC, State of Florida at Print Name: IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. A4DD A 1V40RNING DEW T T c >\ 4DD n nu n SE 14114O DPn c 1 1 r Oak Plaza Associates (Del.) LLC, a Delaware limited liability company—,-tt-s :role fneffiber, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its Manager Witnesses: Print Name: Print Name: Print Name: STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) Title: The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of 20142021, by as of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, wit its capacity as �2T22294. 5511 2264;1 56264360j 41 Manager of , r,o'.,.,,.,re limited :.,bil'., � behalf E)fthat eampaffyOak Plaza Associates (Del.) LLC. He is personally known to me or produced as identification. My commission expires: �2T22294. 5511 2264;1 56264360j 42 NOTARY PUBLIC, State of Florida a+ bafge Print Name: IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. (De"Jan Plaza, LLC, a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its Manager Witnesses: Print Name: Print Name: Print Name: STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) an Title: The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, his day of 12014, , 2021, by as of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER LLC, a Delaware limited liability company, wit its capacity as Manager of Monte Jungle Plaza, LLC. He is personally known to me or produced as identification. My commission expires: �2T22294. 5511 2264;1 56264360j 43 �2T22294. 5511 2264;1 56264360j 44 NOTARY PUBLIC, State of Florida age Print Name: IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Norwegian Wood 4200 Associates, LLC, a Delaware limited liability company, by N 4DD n SWEET u Wv DMIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its Manager Witnesses: Print Name: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE Title: The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of 12014, , 2021, by as of N4DDA SAILIET RT°T'MIAMI DESIGN DISTRICT ASSOCIATES MANAGER LLC, a Delaware limited liability company, i*it its capacity as Manager of N F.,,o,.ia Weed ^ equisitions4200 Associates, LLC. He is personally known to me or produced — as identification. �2T22294. 5511 2264;1 56264360j 45 My commission expires: �2T22294. 5511 2264;1 56264360j 46 NOTARY PUBLIC, State of Florida at Print Name: IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Witnesses: �2T22294. 5511 2264;1 56264360j 47 OnlWaradise Plaza Associates (Del.) LLC,_ a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its Manager an • . �2T22294. 5511 2264;1 56264360j 48 Penny Lane Aeqtfisitions, bbc- N 4DD n nun Ste' TTT 140 TIT>\ c T T r Member- byT IAT ID ST!-`_NTITST- TrT ASS TES MANAGER,LTC,-., Manage 49 MIM 5511 2264;1 56264360j ��•T.f6'ISS�I�.flhltl:�:flEf!!i _ �Rf!*!�f_ � � . � � • _ . • � I_ Print Name: r 4DD n nu n SL' TTT unT TITRTr_S T T r mbe-byT IAT ID ST!-`_NTITST- GT- ASS TES MANAGER,LTG,-., Delaware limited liabi4y eempany, Manager its Print Name: Title: Print Name: �2T22294. 5511 2264;1 56264360j STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of 20142021, by as of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER LLC, a Delaware limited liability company, wit its capacity as Manager of N4DDA P14ASE 141 14O r Pn GS T T r ., Delaware lifnited liab 4 eempany, en behalf ef that Paradise Plaza Associates, LLC. He is personally known to me or produced as identification. My commission expires: NOTARY PUBLIC, State of Florida a+ bafge Print Name: �2T22294. 5511 2264;1 56264360j IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Tiny Dancer AcquisitionsLLE r DDn STnnD1 STrIni.Tnr_En,LLC,� Delaware limited lia Manage WIN . , \ „.. . �. 5511 2264;1 56264360j Sun King, LLC ., Delaware limited l i ffb l r DD n nu n SL' 141 140 it-y eempany, by DPII[ _c T T r Delaware limited l iab l it-y its sompany, salo,,,ombe 1.y>\iTTn>\iTT7lT.'cT!-`_N • _ ............ M \, \, . _ . • •MOELVA .. .. ���J ll4lll�lSRR� � -�29202029�41 5511 2264;1 56264360j a Delaware limited liability company, by MDDA STARDUST MANAGER, LLC, a Delaware limited liability company, its Manager Witnesses: Print Name: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) Title: The foregoing instrument was acknowledged before me by means of ❑ nhvsical presence or ❑ online notarization, this day of , 2021, by , as of MDDA STARDUST MANAGER LLC, a Delaware limited liability company, it its capacity as manager of Tiny Dancer Acquisitions LLC. He is personally known to me or produced as identification. My commission expires: �2T22294. 5511 2264;1 56264360j NOTARY PUBLIC, State of Florida Print Name: �2T22294. 5511 2264;1 56264360j IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Witness: Print Name: Print Name: STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) Sun Kind, LLC, a Delaware limited liability company, by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited Liability company, its Manager By: Print Name: Title: The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of 20142021, by as _of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, in its capacity as Manager of Sun King, LLC, a Delaware limited liability company, on behalf of that company. He is personally known to me or produced as identification. My commission expires: �2T22294. 5511 2264;1 56264360j NOTARY PUBLIC, State of Florida age Print Name: �2T22294. 5511 2264;1 56264360j IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Uptown Girl Development LLC a F' a�for-pr-afit ear-pefattenDelaware limited liability company, by MDDA STARDUST MANAGER, LLC, a Delaware limited liability company, its Manager Witness: LIM Print Name: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) Title: The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of , 24�42021, by — as as of agler- Urn w4eMDDA STARDUST MANAGER, LLC, a Delaware limited liability company, in its �2T22294. 5511 2264;1 56264360j capacity as Manager of Uptown Girl Development LLC. He is personally known to me or W4e produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at Print Name: �2T22294. 5511 2264;1 56264360j IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Witness: THE CITY OF MIAMI, a municipal corporation leea+ed withi of the State of Florida an Print Name: Title: City Manager Print Name: Vr,ete-;., Npro ,a Es,. City Atter-fley STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of 24�42021, by in his/her capacity as City Manager­,-aof the City of Miami, a r292020 9�41 60 5511 2264;1 56264360j municipal corporation—,whe of the State of Florida. He/she is personally known to me or whe produced My commission expires: �2T22294. 5511 2264;1 56264360j as identification. NOTARY PUBLIC, State of Florida at Print Name: Exhibit "A" Legal Descriptions of the Property �2T22294. 5511 2264;1 56264360j MAk #1: LAVERNE SUBJECT PROPERTY STREET 90 NE 39th Street (Folio No.: 01-3124-029-0130) Lots 1, 2 and 3, Block 2, of BILTMORE COURT, SUBJECT PROPERTY LEGAL DESCRIPTION: according to the Plat thereof, as recorded in Plat Book 7, at Page 37, of the Public Records of Miami -Dade County Florida SUBJECT PROPERTY STREET 100 NE 39th Street (Folio No.: 0 1 -3 124-046-00 10) >S ES : 3851 Ne 1 Avenue(Folio No.: 01-3124-046-0020) 3801 NE 1 Avenue (Folio No.: 01-3124-046-0030) 132 NE 39th Street (Folio No.: 01-3124-046-0040) 140 NE 39th Street (Folio No.: 01-3124-046-0050) 180 NE 39th Street (Folio No.: 0 1 -3 124-046-0060) 3821 NE 1 Court (Folio No.: 01-3124-046-0070) SUBJECT PROPERTY LEGAL DESCRIPTION: MAP #8: BUICK SUBJECT PROPERTY STREET SUBJECT PROPERTY LEGAL DESCRIPTION: MAC #9: TUTTLE SOUTH Tracts A, B, C, D, E, F and G of PALM WAY SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 170, at Page 32, of the Public Records of Miami -Dade County, Florida. 3841 NE 2nd Avenue (Folio No.: 01-3219-011-0100) The North 68.32 feet of Lot 2. and all of Lot 3_ of SECOND AMENDED PLAT OF MAGNOLIA PARK, according to the Plat thereof, as recorded in Plat Book 5, at Page 25, of the Public Records of Miami -Dade County Florida, together with that certain twelve -foot strip of land lying adjacent to and immediately East of the above -described property, said twelve -foot strip having for its Easterlv boundary the Florida East Coast Railroad right-of-way, SUBJECT PROPERTY STREET 3725 Biscayne Boulevard (Folio No.: 01-3219-045-0010) AD RESS ES : Tract A of VIA TUTTLE SUBDIVISION, according to SUBJECT PROPERTY LEGAL DESCRIPTION: the plat thereof, as recorded in Plat Book 163, at Page 59, of the Public Records of Miami -Dade County, Florida �2T22294. 5511 2264;1 56264360j SUBJECT PROPERTY STREET formerly described as: Lot 32, less that part in Biscayne Boulevard, and Lots 33 through 36, less the West 6 feet thereof, MAGNOLIA PARK, 2ND AMENDED PLAT THEREOF, according to the Plat thereof, as recorded in Plat Book 5, at Page 25, of the Public Records of Miami -Dade County, Florida; Lots 33, 35 and 37, of BUENA VISTA BISCAYNE BADGER CLUB SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 1, at Page 115, of the Public Records of Miami -Dade County, Florida; o The North 34.88 feet of Lot 31 of BUENA VISTA BISCAYNE BADGER CLUB SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 1, at Page 115, of the Public Records of Miami -Dade County, Florida; o The East one foot of the West 6 feet of Lot 36, MAGNOLIA PARK, 2ND AMENDED PLAT THEREOF, according to tfjhe Plat thereof, as recorded in Plat Book 5, at Page 25, of the Public Records of Miami -Dade County, Florida. 299 NE 38th Street (Folio No.: 01-3219-011-0330) Lots 37, 38 and 39, SECOND AMENDED PLAT OF SUBJECT PROPERTY LEGAL DESCRIPTION: MAGNOLIA PARK, less right of way_ of Biscay Boulevard, according to the plat thereof, as recorded in Plat Book 5, at Page 25, of the Public Records of Miami -Dade County, Florida. ADISUBJECT RESS ES : �2T22294. 5511 2264;1 56264360j PROPERTY STREET 92 NE 40th Street (Folio No.: 0 1 -3 124-029-00 10) 99 NE 39th Street Lots 1, 2 and 3, Block 3, of AMENDED PLAT OF SUBJECT PROPERTY LEGAL DESCRIPTION: COMMERCIAL BILTMORE 1921, according to the Plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami -Dade County, Florida. And Lots 1 and 2, Block 1, of BILTMORE COURT, according to the Plat thereof, as recorded in Plat Book 7, at Page 37, of the Public Records of Miami -Dade County, Florida. SUBJECT PROPERTY STREET (Folio No.: 01-3124-030-0090) RESS ES : 101 NE 39th Street 103 NE 39th Street 105 NE 39th Street 107 NE 39th Street 111 NE 39th Street 3907 NE 1st Avenue 3911 NE 1st Avenue Subtract A: Lot 11 and the East 3 feet of Lot 12, in Block 1, of SUBJECT PROPERTY LEGAL DESCRIPTION: MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami- Dade County, Florida. Subtract B : Parcel 1: Lots 21, 22 and 23, of SECOND SECTION, COMMERCIAL BILTMORE 1924, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County -Florida. Parcel 2: Lot "A", of BILTMORE COURT, according to the Plat thereof, as recorded in Plat Book 7, at Page 37 of the Public Records of Miami -Dade County -Florida. Parcel 3 : Unnumbered Lot 13 x 100 feet East of Moore Parkway �2T22294. 5511 2264;1 56264360j and West of J.W. Wallace Tract, COMMERCIAL BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami -Dade County, Florida. Parcel 4: Lot 12, less the East 3 feet thereof, and Lot 13, in Block 1, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida, less that part of said Lot 13 described as follows: Beginning at the Southwesterly corner of Lot 13, Block 1, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida; thence run Eastwardly along the Southerly line of said Lot 13, a distance of Twelve (12) feet to a point of curve; thence run Westwardly and Northwestwardly along the arc of a tangential curve to the right, having a radius of Twenty -Five 25) feet and a central angle of 8°41'07" for a distance of 12.52 feet to a point on the Westerly line of said Lot 13, thence run Southwardly along the Westerly line of said Lot 13 a distance of 3.07 feet to the Point of Be ig nnin& MA� #15: OAK PLAZA -OP 120 U Collins) SUBJECT PROPERTY STREET 139 NE 39th Street (Folio No.: 01-3124-030-0060) LOTS 7 THROUGH 9, INCLUSIVE, BLOCK 1, SUBJECT PROPERTY LEGAL DESCRIPTION: MAGNOLIA COURT, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 6, AT PAGE 105, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, LESS AND EXCEPT THAT PORTION OF SAID LOT 7 LYING EASTERLY OF THE SOUTHERLY PROLONGATION OF THE WESTERLY LINE OF THE EAST 5.00 FEET OF LOT 12, SECOND SECTION, COMMERCIAL BILTMORE, AS RECORDED IN PLAT BOOK 12, AT PAGE 44, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, SAID PORTION OF LOT 7 BEING MORE �2T22294. 5511 2264;1 56264360j PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE SOUTHEAST CORNER OF SAID LOT 7, THENCE SOUTH 89°58'58" WEST ALONG SOUTH BOUNDARY OF SAID LOT 7, FOR A DISTANCE OF 43.98 FEET, THENCE NORTH 00'01'50" WEST ALONG THE SOUTHERLY PROLONGATION OF THE WESTERLY LINE OF THE EAST 5.00 FEET OF SAID LOT 12, FOR A DISTANCE OF 93.23 FEET TO THE NORTH BOUNDARY OF SAID LOT 7, THENCE NORTH 89059'41" EAST ALONG THE NORTH BOUNDARY OF SAID LOT 7, FOR A DISTANCE OF 43.98 FEET TO THE NORTHEAST CORNER OF SAID LOT 7, THENCE SOUTH 00001'50" EAST ALONG THE EAST BOUNDARY OF SAID LOT 7, FOR A DISTANCE OF 93.22 FEET TO THE POINT OF BEGINNING. MA� #16: OAK PLAZA Of 110 (f/ Loggia) SUBJECT PROPERTY STREET 163 NE 39th Street (Folio No.: 01-3124-030-0050) SUBJECT PROPERTY LEGAL DESCRIPTION: �2T22294. 5511 2264;1 56264360j LOT 6 AND THAT PORTION OF LOT 7, BLOCK 1, MAGNOLIA COURT, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 6, AT PAGE 105, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, LYING EASTERLY OF THE SOUTHERLY PROLONGATION OF THE WESTERLY LINE OF THE EAST 5.00 FEET OF LOT 12, SECOND SECTION, COMMERCIAL BILTMORE, AS RECORDED IN PLAT BOOK 12, AT PAGE 44, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, SAID PORTION OF LOT 7 BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE SOUTHEAST CORNER OF SAID LOT 7; THENCE SOUTH 89058'58" WEST ALONG SOUTH BOUNDARY OF SAID LOT 7, FOR A DISTANCE OF 43.98 FEET; THENCE NORTH 00001'50" WEST ALONG THE SOUTHERLY PROLONGATION OF THE WESTERLY LINE OF THE EAST 5.00 FEET OF SAID LOT 12, FOR A DISTANCE OF 93.23 FEET TO THE NORTH BOUNDARY OF SAID LOT 7; THENCE NORTH 89059'41" EAST ALONG THE NORTH MAk #17: OAK PLAZA KVA OP 150 (Fendi) SUBJECT PROPERTY STREET BOUNDARY OF SAID LOT 7, FOR A DISTANCE OF 43.98 FEET TO THE NORTHEAST CORNER OF SAID LOT 7; THENCE SOUTH 00'01'50" EAST ALONG THE EAST BOUNDARY OF SAID LOT 7, FOR A DISTANCE OF 93.22 FEET TO THE POINT OF BEGINNING. 150 NE 40th Street (Folio No.: 01-3124-028-0080) The West 20 feet of Lot 12, and all of Lot 13, of SUBJECT PROPERTY LEGAL DESCRIPTION: COMMERCIAL BILTMORE, SECOND SECTION, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida. Also known as: The West 20 feet of Lot 12_ and all of Lot 13_ of SECOND SECTION, COMMERCIAL BILTMORE 1924, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida. MAk #18: OAK PLAZA OP 160 SUBJECT PROPERTY STREET 160 NE 40th Street (Folio No.: 01-3124-028-0060) AD RESS ES : 154 NE 40th Street (Folio No.: 0 1 -3 124-028-0070) SUBJECT PROPERTY LEGAL DESCRIPTION: MAk #19: TOMAS MAIER Lots 10, 11 and the East 5 feet of Lot 12, of SECOND SECTION, COMMERCIAL BILTMORE 1924, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida. SUBJECT PROPERTY STREET 170 NE 40th Street (Folio No.: 01-3124-028-0040) Lots 7 and 8, of SECOND SECTION, COMMERCIAL SUBJECT PROPERTY LEGAL DESCRIPTION: BILTMORE 1924, according to the Plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida. MAk #20: MELIN �2T22294. 5511 2264;1 56264360j SUBJECT PROPERTY STREET 3930 NE 2nd Avenue (Folio No.: 01-3124-028-0010) SUBJECT PROPERTY LEGAL DESCRIPTION: MAk #21: (NEWTON) SUBJECT PROPERTY STREET AD RESS ES : �2T22294. 5511 2264;1 56264360j Lots 1 through 6 inclusive, of SECOND SECTION, COMMERCIAL BILTMORE 1924, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida, and Lots 1 through 4, inclusive, Block 1, and unnumbered Lot East of Lot 4, Block 1, of MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 005, of the Public Records of Miami -Dade County, Florida. LESS Those bortions of Lots 1. 2 and 3_ Block 1_ MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County Florida. beinu more barticularly described as follows The East 10 feet of Lots 1, 2 and 3, and the external area of a circular curve, contained within said Lot 3, concave to the Northwest having a radius of 25 feet and tangents which are 25 feet North of and parallel with the centerline of N.E. 39t' Street and 35 feet West of and parallel with the centerline of N.E. 2nd Avenue; AND LESS Those bortions of Lots 1. 2 and 3. SECOND SECTION COMMERCIAL BILTMORE 1924, accordingto o the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: The East 2 feet of Lots 1, 2 and 3, and the external area of a circular curve, contained within said Lot 3, concave to the Southwest having a radius of 25 feet and tangents which are 33 feet South of and parallel with the centerline of N.E. 40t' Street and 35 feet West of and parallel with the centerline of N.E. 2nd Avenue. 201 NE 39th Street (Folio No.: 01-3129-012-0010) Lots 1 and 2 and the 10.00-foot Easterly adjacent alley— SUBJECT PROPERTY LEGAL DESCRIPTION: PLAT SHOWING RESUBDIVISION OF LOTS 4-5-6 & 7 OF SECOND AMENDED PLAT OF MAGNOLIA PARK, according to the Plat thereof, as recorded in Plat Book 4, at Page 150, of the Public Records of Miami -Dade County, Florida. 81 NE 40th Street and 95 NE 40th Street SUBJECT PROPERTY STREET (Folio No.: 01-3124-049-0020) Tract B, MUSEUM SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 172, Page 98, of SUBJECT PROPERTY LEGAL DESCRIPTION: the Public Records of Miami -Dade County, Florida. Formerly known as: Lots 5, 6 and 7, Block 2, of AMENDED PLAT OF COMMERCIAL BILTMORE 1921, according to the Plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami -Dade County, Florida. And Lots 1, 2, 3 and 4, Block 2, AMENDED PLAT OF COMMERCIAL BILTMORE 1921, as accordin t o the Plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami -Dade County, Florida. 140 NE 41st Street (Folio No.: 0 1 -3 124-048-0020) 150 NE 41st Street (Folio No.: 01-3124-048-0030) 175 NE 40th Street (Folio No.: 0 1 -3 124-048-0040) 155 NE 40th Street (Folio No.: 01-3124-048-0050) 151 NE 40th Street (Folio No.: 0 1 -3 124-048-0060) Tracts B, C, D, E and F, of BRIDGE SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 171, at Page 100, of the Public Records of Miami -Dade County, Florida. Said Tracts B (Bridge North), C (Jade), D �2T22294. 5511 2264;1 56264360j (Moore/Garden),E(Mosiac) and F Bridge South of said Plat formerly having been described as Tracts 10, 11, 14 SUBJECT PROPERTY LEGAL DESCRIPTION: and a portion of vacated alleys more particularly described as follows: (Moore/Garden) Parcel 1: Lots 3, 5, 6 and 7, of AMENDED PLAT OF A PORTION OF BLOCK 10 OF BILTMORE SUBDIVISION AND A PORTION OF BLOCK 1 OF THE AMENDED PLAT OF COMMERCIAL BILTMORE SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 45, at Page 55, of the Public Records of Miami -Dade County, Florida. Parcel 2: Lots 1 and 2, in Block 10, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. Parcel 3: Lots 2, 3 and 4, in Block 1, of AMENDED PLAT OF COMMERCIAL BILTMORE 1921, according to the Plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami -Dade County -Florida. Together with: A portion of the 12 foot Alley ying North of Block 1, AMENDED PLAT OF COMMERCIAL BILTMORE 1921, according to the Plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: BEGIN at the Northeast corner of said Lot 8; thence N00°03' 19"W, along the Northerly prolongation of the East line of said Lot 8, for a distance; thence N89°59'47"E, along the centerline of 12 foot Alley, for a distance of 7.41 feet; thence S00°00'50"W, along a Westerly line of Lot 7, AMENDED PLAT OF A PORTION OF BLOCK 10 OF BILTMORE SUBDIVISION AND A PORTION OF BLOCK 1 OF �2T22294. 5511 2264;1 56264360j THE AMENDED PLAT OF COMMERCIAL BILTMORE SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 45, at Page 55, of the Public Records, Miami -Dade County, Florida, for a distance of 6.00 feet; thence S89°59'47"W, along a Northerly line of said Lot 7, for a distance of 7.41 feet to the POINT OF BEGINNING. (Mosaic / Bridge South) Parcel 1: Lots 8, 9, 10, 11 and 12, Block 1, of AMENDED PLAT OF COMMERCIAL BILTMORE 1921, accordin t o the plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami -Dade County, Florida. Together with: A portion of the 12 foot Alley lying North of Block 1, AMENDED PLAT OF COMMERCIAL BILTMORE 1921, according to the Plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: BEGIN at the Northeast corner of Lot 8, Block 1, AMENDED PLAT OF COMMERCIAL BILTMORE 1921, thence S89°59'47"W along the North line of said Block 1 for a distance of 112.14 feet; thence N00°00'06"E for a distance of 6.00 feet, thence N89°59'47"E along the centerline of 12 foot Alley, for a distance of 112.13 feet; thence S00°03' 19"E along the Northerly prolongation of the East line of said Lot 8, for a distance of 6.00 feet to the POINT OF BEGINNING. Parcel 2: Lots 13 and 14, Block 1 of AMENDED PLAT OF COMMERCIAL BILTMORE 1921, according to the Plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami -Dade County -Florida. �2T22294. 5511 2264;1 56264360j Together with: A portion of the 12 foot Alley lying North of Block 1, AMENDED PLAT OF COMMERCIAL BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: BEGIN at the Northwest corner of said Lot 14, thence N00°00'40"E, along the Northerly prolongation of the West line of said Lot 14, for a distance of 6.00 feet; thence N89°59'47"E, along the centerline of said 12 foot Alley, for a distance of 62.42 feet, thence S00°00'06"W for a distance of 6.00 feet; thence S89°59'47"W for, along the North line of said Block 1, a distance of 62.42 feet to the POINT OF BEGINNING. (Jade and Bridge North) Parcel 1: Lot 6, in Block 10, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County -Florida. Parcel 2: Lot 7, in Block 10, of BILTMORE, according to the plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County -Florida. Parcel 3 : Lot 5 and the West 20 feet of Lot 4, Block 10, BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records, Miami -Dade County, Florida, Excepting therefrom the following part of the West 20 feet of Lot 4: Begin at the Southwest corner of said Lot 4, Block 10, of the aforesaid BILTMORE, thence East along the South line of said Lot 4 for a distance of 20 feet; thence North parallel with the West line of said Lot 4 for a distance of 20 feet to a point; �2T22294. 5511 2264;1 56264360j thence Southwesterly along a tangent circular curve having a radius of 20 feet through a central angle of 90 degrees for an arc distance of 31.42 feet to the Point of Be ig nnin& Parcel 4: Lot 8, in Block 10, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County -Florida. Together with: A portion of the 12 foot Alley lying North of Block 1, AMENDED PLAT OF COMMERCIAL BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami -Dade County, Florida, and a portion of the 12 foot Alley, AMENDED PLAT OF A PORTION OF BLOCK 10 OF BILTMORE SUBDIVISION AND A PORTION OF BLOCK 1 OF THE AMENDED PLAT OF COMMERCIAL BILTMORE SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 45, at Page 55, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: BEGIN at the Northwest corner of Lot 3 of said Plat Book 45, Page 55; thence S00°00'50"W, along the West line of said Lot 3, for a distance of 111.22 feet to the centerline of the 12 foot Alley as shown on said Plat Book 6, Page 132, thence N89°59'47"W, along said centerline, for a distance of 119.54 feet; thence N00°00'06"E for a distance of 6.00 feet, thence N89°59'47"E, along the North line of the 12 foot Alley as shown on said Plat Book 6, Page 332, for a distance of 87.55 feet to the point of curvature of a circular curve, also being the Westerly line of the 12 foot Alley as shown on said Plat Book 45, Page 55, concave to the Northwest having as it elements a radius of 20 feet and a central angle of 89°58'58, thence Easterly Northeasterly and Northerly along said curve for an arc distance of 31.41 feet, thence N00°00'50"E, along the West line of the 12 foot Alley as shown on said Plat Book 45, Page 55, for a distance of 85.23 feet, thence S89°59'54"E, along the Westerly prolongation of the North line of said Lot 3, for a distance of 12.00 feet to the POINT OF BEGINNING. �2T22294. 5511 2264;1 56264360j Vacated Alley: A portion of the 12 foot wide alley as shown in Block 1 of AMENDED PLAT OF COMMERCIAL BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 132, together with the alley as shown in AMENDED PLAT OF A PORTION OF BLOCK 10 OF BILTMORE SUBDIVISION AND A PORTION OF BLOCK 1 OF THE AMENDED PLAT OF COMMERCIAL BILTMORE SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 45, at Page 55, of the Public Records, Miami -Dade County, Florida, being more particularly described as follows: Beginning at the Northwest corner of Lot 3, as shown in AMENDED PLAT OF A PORTION OF BLOCK 10 OF BILTMORE SUBDIVISION AND A PORTION OF BLOCK 1 OF THE AMENDED PLAT OF COMMERCIAL BILTMORE SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 45, at Page 55, of the Public Records, Miami -Dade County, Florida, the said point being on the northerly Right of Way line of Northeast 41st Street; thence South 00°00'50" West along the West line of said Lot 3, for a distance of 117.22 feet to a point on the North line of Block 1, as shown in AMENDED PLAT OF COMMERCIAL BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records, Miami -Dade County, Florida; thence South 89°59'47" West along the North line of said Block 1, for a distance of 181.97 feet, thence North 00°00'39" East, a distance of 12.00 feet to a point on the South line of Block 10 as shown in BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records, Miami -Dade County Florida; thence North 89°59'47" East along the South line of said Block 10, for a distance of 149.98 feet to a point of curvature with a circular curve concave to the Northwest, having a central angle of 89°58'58" and a radius of 20.00 feet; thence Northeasterly and Northerly along the arc of said curve, a distance of 31.41 feet to a point of tangency thence North 00°00' 50" East, a distance of 85.23 feet to appoint on the North line of said Block 10, thence South 89°59'54" East, a distance of 12.00 feet to the Point of Be ig nnin& �2T22294. 5511 2264;1 56264360j (Folio No.: 01-3124-049-0010) SUBJECT PROPERTY STREET 90 NE 41st Street Tract A, of MUSEUM SUBDIVISION, accordin t o the Plat thereof, as recorded in Plat Book 172, at Page 98, of the Public Records of Miami -Dade County, Florida. Said Tract A of being formerly described as follows: Lots 1 through 8, of Block 9, Biltmore, according to the SUBJECT PROPERTY LEGAL DESCRIPTION: Plat thereof as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County -Florida. m Vacated Alley: A bortion of the 12 foot allev lvina between Block 9_ of BILTMORE according to the plat thereof as recorded in Plat Book 6, Page 67, and Block 2 of AMENDED PLAT OF COMMERCIAL BILTMORE according to the plat thereof as recorded in Plat Book 6, Page 132, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: BEGINNING at the Southeast corner of Lot 1, of said Block 9, the said point being on the Westerly Right of Way line of Northeast 1st�Avenue, THENCE South 89°59'31" West, along the South line of said Block 9, for a distance of 175.17 feet, THENCE South 00°00' 51" East; for a distance of 12.00 feet to a point on the North line of said Block 2, THENCE North 89°59'31" East along said North line of Block 2 for a distance of 175.17 feet to a point on the Westerly Right of Way line of Northeast 1st Avenue as shown on said plats; THENCE North 00'01'26" West for a distance of 12.00 feet to the POINT OF BEGINNING. MAP #41, 62: STARDUST WEST (f/k/a Moore 77 and Uptown Girll �2T22294. 5511 2264;1 56264360j SUBJECT PROPERTY STREET AD RESS ES SUBJECT PROPERTY LEGAL DE CRIPTION: MA� #42, 43, 44: PARADISE PLAZA (f/ Moore 115, Scarlet Begonia, Church (FCAA)I 4100 NE 1st Avenue (Folio No.: 01-3124-024-1350) 77 NE 41st Street (Folio no.: 01-3124-024-1340) Parcel 1: Lot 22 and the East 1/2 of Lot 21, in Block 8, of BILTMORE, according to the Plat thereof, recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. Parcel 2: Lots 23 and 24, less the North 46 feet thereof, in Block 8, of BILTMORE, according to the Plat thereof, recorded In Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. SUBJECT PROPERTY STREET 115 NE 41st Street (Folio No.: 01-3124-024-1550) AD RESS ES : 135 NE 41st Street (Folio No.: 01-3124-024-1550) 150 NE 42nd Street (Folio No.: 01-3124-024-1550) Parcel 1: SUBJECT PROPERTY LEGAL DESCRIPTION: The West 325 feet of that certain tract of land in the cit of Miami bounded on the North by N.E. 42nd Street, on the South by N.E. 41It Street, on the East by N.E. Second Avenue and on the West by the East lines of Lots 5 and 6, Block 7, BILTMORE, a subdivision shown by plat of record in Miami -Dade County, in Plat Book 6, at Page 67. Also known as: A portion of the West 325 feet of that certain Lot of Land, 432 feet East and West and 204.6 feet North and South, �2T22294. 5511 2264;1 56264360j MAk #45: 4100/Lee SUBJECT PROPERTY STREET SUBJECT PROPERTY LEGAL DESCRIPTION: MAk #46: 4141 SUBJECT PROPERTY STREET SUBJECT PROPERTY LEGAL DESCRIPTION: MAk #47: 4200 �2T22294. 5511 2264;1 56264360j lying directly East of and adjoining Lots 5 and 6, Block 7, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida, of said Plat shown as Z.T. MERRITT HOME, said Lot lying in the Southeast corner of the NE 1/4 of the SE 1/4 of section 24-53-41. Parcel 2: Lot 5, Block 7, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County -Florida. Parcel 3: Lots 3 and 4, in Block 7, of BILTMORE, accordin t o the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County -Florida. 4100 NE 2nd Avenue (Folio No.: 01-3124-024-1560) The East 107 feet of that certain tract of land 432 feet East and West by 204.6 feet North and South, lying directly East of and adjoining Lots 5 and 6, in Block 7, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. 4141 NE 2nd Avenue (Folio No.: 01-3219-009-0010) Tract A and Tract 1, REVISED PLAT OF TRACT "A" AND BLOCKS 1, 2, 3, 8, 9, 10, 11 AND 12 OF BRENTWOOD, according to the plat thereof, as recorded in Plat Book 44, Page 6, of the Public Records of Miami -Dade County, Florida, formerly known as Tract "A" and Lots 1, 2, 3, 4 and 5, Block 1, of BRENTWOOD, according to the plat thereof as recorded in Plat Book 40, Page 66, of the Public Records of Miami - Dade County, Florida. SUBJECT PROPERTY STREET 4200 NE 2nd Avenue (Folio No.: 01-3124-024-0930) Lot 1, less the East 5 feet thereof. Block 6, of SUBJECT PROPERTY LEGAL DESCRIPTION: BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. MAk #49: 4240 SUBJECT PROPERTY STREET AD RESS(ES : SUBJECT PROPERTY LEGAL DESCRIPTION: MA� #50, 51: CITY GARAGE jVkj City Garage, Sebastien) 4240 NE 2nd Avenue (Folio No.: 01-3124-024-0950) Lot 4, less the East 5 feet thereof, in Block 6, BILTMORE, as recorded in Plat Book 6, Page 67, of the Public Records of Miami -Dade County -Florida. SUBJECT PROPERTY STREET 3800 NE 1st Avenue (Folio No.: 01-3124-033-0240) Parcel 1: SUBJECT PROPERTY LEGAL DESCRIPTION: Lots 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13 and 14_ in Block 2 of COMMERCIAL BUENA VISTA, according to the Plat thereof, as recorded in Plat Book 14, at Page 56, of the Public Records of Miami -Dade County. Florida. Parcel 2 Lots 15, 16, 17 and 18, Block 2, of COMMERCIAL BUENA VISTA, according to the Plat thereof, as recorded in Plat Book 14, at Page 56, of the Public Records of Miami -Dade County, Florida. Less the following bortion of Lot 18_ Block 2. of COMMERCIAL BUENA VISTA, according to the Plat thereof, as recorded in Plat Book 14, at Page 56, of the Public Records of Miami -Dade County, Florida, as conveyed to the City of Miami by Right -of -Way Deed, recorded May 18, 2015, in Official Records Book 296.19 at Paue 3235_ being more barticularly described as follows The external area of a 25.00 foot radius circular curve tangent to the South and West lines of said Block 2, COMMERCIAL BUENA VISTA, according to said Plat recorded in Plat Book 14, at Page 56, in the Public �2T22294. 5511 2264;1 56264360j MA� #52, 53: PENNY LANE (f/ Spear, Always Flowers) SUBJECT PROPERTY STREET AD RESS ES : SUBJECT PROPERTY LEGAL DESCRIPTION. �2T22294. 5511 2264;1 56264360j Records of Miami -Dade County, Florida 50 NE 39th Street (Folio No.: 01-3124-029-0150) Parcel 1: That portion of Lots 19, 20 and 21, of Block 2, COMMERCIAL BUENA VISTA, according to the Plat thereof, as recorded in Plat Book 14, at Page 56, of the Public Records of Miami -Dade County, Florida, lying West of the West line of Lot 6, of Block 2, of BILTMORE COURT, according to the Plat thereof, as recorded in Plat Book 7, at Page 37, of the Public Records of Miami -Dade County, Florida. Parcel 2: All of Lot 7 and Lot 8, less the following described property: Beginning at the Northeast corner of Lot 8, in Block 2, of BILTMORE COURT, according to the Plat thereof, as recorded in Plat Book 7, at Page 37, of the Public Records of Dade County, Florida now known as Miami -Dade County, Florida, thence run West along the North line of said Lot 8, a distance of 50.02 feet to the Northwest corner of said Lot 8, thence run South along the West line of said Lot 8, a distance of 89.30 feet to the Southwest corner of said Lot 8, thence run East along the South line of said Lot 8, a distance of 30.92 feet to a point, thence run North along a line parallel with and 30.92 feet East of the West line of said Lot 8, for a distance of 70.27 feet to a point of curve, thence run Northerly and Easterly along the arc of a curve having a radius of 19.15 feet and a central angle of 90°02'53" for an arc distance of 30.10 feet to the Northeast corner of said Lot 8, which is the point of beginning, all in Block 2, of BILTMORE COURT, according to the Plat thereof, as recorded in Plat Book 7, at Page 37, of the Public Records of Dade County, Florida, now known as Miami -Dade County, Florida. AND LESS the following described lands conveyed to the City of Miami by Right -of -Way Deed, recorded February 28, 2017, in Official Records Book 30436, at Page 3942: MA #54 55 56: LIDIA (f/1 Lidia) SUBJECT PROPERTY STREET AD RESS ES SUBJECT PROPERTY LEGAL DESCRIPTION: �2T22294. 5511 2264;1 56264360j A portion of Lot 7 and Lot 8, Block 2, BILTMORE COURT, according to the Plat thereof, as recorded in Plat Book 7, at Page 37, of the Public Records of Miami -Dade Count, Florida, being more particularly described as follows: The external area of a circular curve lying within Lots 7 and 8, in Block 2, of BILTMORE COURT, according to the Plat thereof, as recorded in Plat Book 7, at Page 37, of the Public Records of Miami -Dade County, Florida, said circular curve being concave to the Southeast, having a radius of 25 feet, and tangents which are 25 feet South of and parallel with the center line of N.E. 391 Street and 20 feet East of and parallel with the center line of N.E. Miami Court. 30 NE 39th Street (Folio No.: 01-3124-029-0160) 3840 NE Miami Court (Folio No.: 01-3124-026-0220 3825 N. Miami Avenue (Folio No.: 01-3124-029-0170) Parcel 4A: Lot 9, less the East 15 feet, and Lots 10 through 13, Inclusive, Block 2, of BILTMORE COURT, according to the Plat thereof, as recorded In Plat Book 7, at Page 37, of the Public Records of Miami -Dade County, Florida, LESS that portion of Lot 11, Block 2, taken by Eminent Domain pursuant to Final Judgment under Clerks File No. 69R-17950, described as follows: All that part of Lot 11, Block 2, of BILTMORE COURT, which lies within the external area formeda 25 foot radius are, concave to the Southeast, tangent to the North line of said Lot 11 and tangent to a line that is 10 feet East and parallel to the West line of said Lot 11. And Parcel 4B Lot 4, less the West 15 feet, and Lot 5, Block 3, of CENTRAL ADDITION BUENA VISTA, according to the Plat thereof, as recorded in Plat Book 3, at Page-191, of the Public Records of Miami -Dade County, Florida. MAk #57, 58, 59: MARCY SUBJECT PROPERTY STREET 3852 N. Miami Avenue (Folio No.: 01-3124-021-0940) AD RESS ES : 20 NW 39th Street (Folio No.: 01-3124-021-0950) 28 NW 39th Street (Folio No.: 01-3124-021-0960) Lots 1, 2, 3 and 4, in Block 6, of PRINCESS PARK, SUBJECT PROPERTY LEGAL DESCRIPTION: according to the Plat thereof, as recorded in Plat Book 6, at Page 87, of the Public Records of Miami -Dade County Florida. MAk #60, 61: MADONNA SUBJECT PROPERTY STREET 3900 N. Miami Avenue (Folio No.: 01-3124-021-0580) AD RESS ES : 21 NW 39th Street (Folio No.: 01-3124-021-0570) Lots 22, 23, and 24, in Block 3, of PRINCESS PARK, SUBJECT PROPERTY LEGAL DESCRIPTION: according to the Plat thereof, as recorded in Plat Book 6, at Page 87, of the Public Records of Miami -Dade County, Florida. NUF #63: STARDUST EAST (Tiny Dancer SUBJECT PROPERTY STREET AD RESS ES : �2T22294. 5511 2264;1 56264360j 4039 NE 1st Avenue (Folio No.: 01-3124-024-1540) SUBJECT PROPERTY LEGAL DESCRIPTION: Lot 12, in Block 10, of BILTMORE, according to o the Plat thereof, recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. ni 3 i 24 n33 04404 inn rrE 390, Street (Folio N 01 3124 W n r» i m � Street�ao�Tr) 5511 2264;1 56264360j I ll_ ■ U I ♦ • ♦ • -�29202029T41 5511 2264;1 56264360j 5511 2264;1 56264360j LIZnMviSrS' i_ �. ■ ■ . . �_ YStiS:�lfNl'f 5511 2264;1 56264360j �2T22294. 5511 2264;1 56264360j I• I . ♦ J_ 1■ _ ■ ♦ � _ _ -�29202029T41 5511 2264;1 56264360j LIZINUMEMW. l_ �2T22294. 5511 2264;1 56264360j �Tv v�-rccc��v�v-�r�z ���rov7 i nQ rrE 4n� Street (Folio N ni 2 12 030 0200) �v Street �aorf inI rrG 39' ct-oot (Folio N ni 2124 030 0840 iv�� vtxcc c��rlv�v-�r�z �ao�m-o7 h� ■ I . . ..................... I I - I I - I I i _- — -�29202029T41 5511 2264;1 56264360j ■ .. • .� .. . . 11191111 . . . IN I Will y .10 DINE 0 9,10 M.Yal. a ki Wal .. . �. .M. ak a � w - i • • 7 . ..PERON ■ • •I am Wallm. � � • 1 �. • • • • • ■ . . law WAIVE. -�29202029T41 5511 2264;1 56264360j .. . ■ ■ .Mill I am Wain. -�29202029T41 5511 2264;1 56264360j �. �_ �. ♦ ■�. �1_ -�29202029T41 5511 2264;1 56264360j The East 2 feetof Lots 1, apid 3-apA the extemtipA area E)" oiFotilaF etrrse�♦ai� �'thifi saidrLot 3, cecavc-to --tmr,co C..,,tr,.. est having ,1;„sof 75 feet ,p t,.ge is .riGh - 22 feet nvatn of cp apaillel with tie E@}t@fix}e 6f N.E. 4r01 Street .,p 35 foot chest of .,p r F llel with the oef4er4i e ..f N:PT� Up-,4411p, -�29202029�41 5511 2264;1 56264360j LIZINUMEMW�. .■.!_ .I_ �nrrG�ic�oo� r, rT ni �i��rn� i�om vv�r vtxcc c �-xz �. zr�v� 9 All Street (Folio No. 01 2174 024 l 400) TTG A l sf Q�roo� /R..1;.. No. 01 3124 024 l A 20) on r 9 A �' Street (Folio N ni 3124 rn� i 36m w-r�-�z Street�. zvvv) polio No. 01 3124 024 13:70 Rn rrG �i c� oo� colTolio No. 01 3 12 4 024 1390 Qi rrG �nr c� oo� polio N n1 3�24 rn� 013m c��rrv�vc�r�xz �--i�rw7 INUMMAME 5511 2264;1 56264360j 5511 2264;1 56264360j 11 .I .I 11 .. ��v vticcc �xz �LT�� 17.5'ti7�ZlGT.��'i!►��G7S'�1i1E71lS�iillG�=7RS!'i��E71=711rY���� . Mw ki ■ I_ L L L A r�z v�xvo c�a�i-vrrv-rrv--vr�z �. zvvv7 115 -A 14 Street (lot) (Folio No. 01 2�124 �n74 Tl r50) 5511 2264;1 56264360j 5511 2264;1 56264360j LIZnMviSM'�i_ �. --WWMMwm . M_ Kl7S_SlfNl'f r✓v-rrL-�T =, 5511 2264;1 56264360j 9 Also Street (Folio TT.. 0 2124 W--4 1334 vrrrn-�z Street �- z�ov7 �. �_ �. ♦ ■■. �1_ Ila GIG�:I:'lP.lGl.4Y['i!►�{i/SS'tt7�Z�Y_S_Sl.FYLS YI�SGT.� III IM ■ �29202029�41 100 5511 2264;1 56264360j i �. �_ . ■ .M DA MLVA VA ft WE DI WTU• M 0 DMADMAYM . . u •. ••■ ■ ._ r292020 9�41 101 5511 2264;1 56264360j LIMMEME"M�. ♦■�._ �1_ r292020 9�41 102 5511 2264;1 56264360j Map #54, 55 & ;6:-�� alai PA m�v r292020 9�41 103 5511 2264;1 56264360j Y� �Qc� rT ra; rrii �o ,,o r, rT m �i�� rni norm zv�W391 T Street (Folio No. 0 1 3 12021 r�) zv�WT Street (Folio No. 01 312021 ) ION-Miff�. ♦■■._ �1_ ♦ �. -. !_ �. ♦ ■■. O1_ r292020 9�41 104 5511 2264;1 56264360j Note: All Map # references relate to Pg. AI A and Al .5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. r292020 9�41 105 5511 2264;1 56264360j Exhibit "B" Miami Design District Retail Street SAP Regulating Plan and Design Concept Book Please referIto egis*ar File No " 01196api for- a eapyThe current versions of the Miami z Design District Retail Street SAP Regulating Plan &and Design Concept Bookie were approved by the City Commission as a Ee item to the above-refereneed f4eon 2021 under Ordinance No. . Copies of the Regulating Plan and Design Concept Book approved under this legislation are on file with the City of Miami and are incorporated herein by reference. r292020 9�41 106 5511 2264;1 56264360j I........,._.gym r292020 9�41 107 5511 2264;1 56264360j r292020 9�41 108 5511 2264;1 56264360j Document comparison by Workshare 10.0 on Tuesday, April 20, 2021 5.53.12 PM Input: file://C:\Users\mamuial\Desktop\MDDA Retail Street SAP Document 1 ID Amend Restated Development Agmt FINAL REVISIONS.DOC Description MDDA Retail Street SAP Amend Restated Development Agmt FINAL REVISIONS Document 2 ID file://C:\Users\mamuial\Desktop\Updated Development Agreement. DOCX Description Updated Development Agreement Rendering set Standard Legend: Insertion Deletion Moved fFE)fn Moved to Style change Format change Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell Statistics: Count Insertions 618 Deletions 790 Moved from 15 Moved to 15 Style changes 0 Format changes 0 Total changes 1 1438