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Home My WebLink AboutR-87-0141J-87-126 1/29/87 RESOLUTION NO. 87- 4t . A RESOLUTION AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE DEVELOPMENT AGREEMENTS WITH CRUZ DEVELOPMENT AND ASSOCIATES, A LIMITED PARTNERSHIP, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, FOR THE DEVELOPMENT OF PARCEL 24 OF THE PHASE I REDEVELOPMENT AREA OF THE SOUTHEAST OVERTOWN/PARK WEST REDEVELOPMENT PROJECT SUBJECT TO A SATISFACTORY APPRAISAL. WHEREAS, the City Commission by Resolution No. 82-755 approved, in principle, the Southeast Overtown/Park West Redevelopment Plan; and WHEREAS, the City Commission by Resolution No. 84-893 authorized the City Manager to issue a Request for Unified Development Project Proposals for Phase I of the Southeast Overtown/Park West Redevelopment Project; and WHEREAS, proposals were received and evaluated by a certified public accounting firm and by a selection review committee appointed by the City Commission; and WHEREAS, the City Manager considered the findings of the certified public accounting firm and the evaluations of the selection review committee and recommended development entities and proposals for acceptance for the Phase I development parcels; and WHEREAS, the City Commission by Resolution No. 85-393 approved the City Manager's recommendation of Cruz Development and Associates, a limited partnership, as the development entity to develop Parcel No. 24, Parcel No. 25 and Parcel No. 36 of the Phase I Redevelopment Area in accordance with the development proposal submitted and in compliance with the Unified Development Project procedures as set forth in the City of Miami Charter, Section 53(c); and 1, O MEETING OF Page No. 1 FES 4 19 7 4 [ESOLUnm fin do " NOW WHEREAS, the City Commission by Resolution No. 85-393 directed the City Manager to negotiate a land disposition agreement(s) with the aforementioned development entity and to present the negotiated agreement(s) to the City Commission for its consideration and approval; and WHEREAS, the City Commission has been presented with the aforementioned negotiated land disposition agreement(s) and finds the terms acceptable; and WHEREAS, the City Commission has also been presented with evidence confirming that the aforementioned developer has secured firm financing commitments for all funds needed to initiate construction in accordance with disposition agreement(s); and the provisions of said land WHEREAS, the developer has agreed to provisions for annual land lease payments that are consistent with a land residual reuse appraisal; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized and directed to execute the . Development Agreements with Cruz Development and Associates, a limited partnership, in a form acceptable to the City Attorney, for the development of Parcel No. 24 of the Phase I Redevelopment Area of the Southeast Overtown/Park West Redevelopment Project, subject to a satisfactory residual reuse appraisal specifying that the rental payments due under the Agreement are not less than fair value for the uses in accordance with the Redevelopment Plan. 87-141� . Page No. 2 Section 2. Said Agreements shall require that Cruz Development and Associates, a limited partnership, shall initiate construction within one year from Commission approval of the Development Agreement(s) by actual commencement of the construction of physical elements at Parcel No. 24. Section 3. Prior to the execution of said Agreements Minority Participation Plans will be reviewed by the City Manager to insure that all major subcontractors have been identified and that sufficient evidence has been provided concerning efforts to meet the minority participation goals for the project. PASSED AND ADOPTED THIS 12th day of February , 1987. XAVIER L. SUARrA, MAYOR ATTE MATTY HIRAI, CITY CLERK PREPARED AND APPROVED BY: I(O-ew"-t �7 &� ROBERT F. CLARK, CHIEF DEPUTY APPROVED/48 TO FORM AND CORRECTNESS: IA'A. DOUGHERTY, CITY 87--1411, Page No. 3 ITEM #13 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM ?ionorable Mayor and Members of the City Commission -1� lq"'t Lucia A. Dougherty City Attorney DATE: February 6, 1987 FILE: SUBJECT. Land Disposition to Developer Southeast Overtown/Park West REFERENCES: Redevelopment City Commission Meeting ENCLOSURES:of 2/12/87 Item 13 Attached you will find agenda packet materials for Item 13, which was not completed in time for sequential incorporation in the agenda being delivered by the agenda office. %ie are making this delivery at the same time of delivery of the packet material, but not within the wrapped agenda packet. LAD/RFC/tb/Pll5 y 87--14t . 13 CITY OF MIAMI. FLOIRIDA INTER -OFFICE MEMORANDUM ,o Honorable Mayor and DATE FEB 41987 r,LE Members of the City Commission S V BCE RESOLUTION ON LAND DISPOSITION TO DEVELOPER SOUTHEAST OVERTOWN/PARK R I If It J WEST REDEVELOP14ENT Cesar H • OdiO REFERENCES City Manager Eh;.,.O5RF5 RECOMMENDATION: It is respectfully recommended that the City Commission approve the attached resolution authorizing and directing the City Manager to execute Development Agreements in a form acceptable to the City Attorney with Cruz Development and Associates, a limited partnership, for the development of Parcel 24 of the Phase I Redevelopment Area of the Southeast Overtown/Park West Redevelopment Project. BACKGROUND; The Department of Development and the Law Department have analyzed and reviewed these Development Agreements. The Agreements are for multiple parcel development and include all the terms necessary to allow Stage I and subsequent development to proceed in accordance with the accepted proposal. (The City Commission selected Cruz Development and Associates to develop Parcels 24, 25 and 36 of Phase I of the Redevelopment Project in accordance with their overall development proposal, which called for a complex of 585 rental housing units, 221 condominium units, and 70,875 square feet of commercial space on April 11, 1985.) Stage I of the Cruz development program calls for the construction of 456 rental housing units and 21,000 square feet of commercial space on Parcel 24. The Agreements stipulate that to insure the continuation of development rights for the remaining parcels (Parcel 25 and Parcel 36) construction must be initiated on an additional parcel within two (2) years of the issuance of the Certificate of Occupancy for the initial project (Stage I) and development of all parcels must be initiated within five (5) years from the date of execution of the Agreements. 8 7--14t , 4t W Honorable Mayor and Members of the City Commission Page 2 The Agreements bind the developer to not only complete the overall project as proposed but also to adhere to a minority participation goal calling for 25 percent Black hiring and 25 percent Black contracting. Additionally, the proposed resolution authorizing the execution of the Agreements stipulates that Minority Participation Plans will be reviewed by the City Manager and that land will not be transferred until all major subcontractors have been identified and sufficient evidence provided concerning efforts to meet the minority participation goals for the project. The the Stage I Agreement requires lease payments to the City as follows: (i) One hundred sixty five thousand seven hundred dollars ($165,700.00) for the period between the Possession Date and Rent Commencement Date; and (ii) An Annual Basic Rental of forty thousand dollars ($40,000.00) for each of the first five Rental Years subsequent to the Rent Commencement Date; and (iii) An Annual Basic Rental of 2.25 percent of the total assessed value of development beginning at Rental Year 6 and terminating at the end of the original Term and applicable Renewal Term(s). The developer is bound by a $100,000.00 performance bond to complete Stage I. The site (Parcel 24) will be transferred to the developer upon commencement of construction. Cruz is slated to begin construction July, 1987. Cruz has been awarded 1.5 million dollars for project development through Dade County's Surtax Program. The Surtax Application was approved January 21, 1987. Rental rates for the units to be developed are proposed (for 1988 leasing) at $331-379 for an efficiency/studio, $368-485 for a one - bedroom unit, $442-552 for a two -bedroom unit and $525-843 for a three -bedroom unit. Twenty to twenty-five percent of the units must be set aside for persons with incomes below Dade County's median income per Surtax Program regulations. This set aside mandates the aforementioned rent schedule (or range) for unit types. G 8 7-1'41i , Bond 3 8'7--141 �7 *a 1031 17 rK QU LJL w Is SI E��I L-11-1 :FzF=l• EJ ----- ---- - Lij T A 1�37 , �14us Fri I R, H L:----i At 4 r m F(43)7 jo aw PST - i I 55 56 f T1T1T(-I�fl 1 ; . �'ii�T�iT�TI 96 $0 ST a- 9 $1 -j- L Masi" IN 0 ST Reel �(46) L -11 f 7_71 L 45 SOUTHEAST OVERTOWN/PARK WEST PHASE I ACQUISITION @@seen Proposed Phase I Acquisition METHORAIL RIGHT OF WAY V=- PO4ASE I o r- m Remaining Acquisition June 1986 ( BLOCK �D NUMBER now YAP 12J 0I CITY OF MIAMI. FLORIDA INTER -OFFICE McMORANDUM to Herbert J. Bailey Assistant City Manager PRO OthewScty Director Department of Development DATE January 28, 1987 PILE - SUBJECT: Resolution on Land Disposition to Developer Southeast Overtown/Park West Redevelopment REFERENCES! ENCLOSURES: n O Attached for inclusion on the February 12, 1987 City domm4sion Meeting Agenda is a resolution authorizing and directing the -City Manager to execute Development Agreements in a form acceptable to the City Attorney with Cruz Development and Associates, a li;.ted partnership, for the development of Parcel 24 of the Phase I Redevelopment Area of the Southeast Overtown/Park West Redevelopment Project. cc: Law Department APPROVED BY: s s ant City Man er 2 2 SOUTHEAST OVERTOWN/PARK WEST ' LEASE AND DEVELOPMENT AGREEMENT FOR BLOCK 24 (PHASE I) between CRUZ DEVELOPMENT AND ASSOCIATES and THE CITY OF MIAMI DATED: Draft (Revised) 2/5/87 MTR Ll TABLE OF CONTENTS PAGE STATEMENT OF BACKGROUND AND PURPOSE ARTICLE I - EXHIBITS AND DEFINITIONS Section 1.1 Exhibits ................................ Section 1.2 Defined Terms . . . . . . . . . . . . . • . . . . . . . . . . . . . ARTICLE II - GENERAL TERMS OF LEASE OF LEASED PROPERTY Section 2.1 Lease of Leased Property to Developer... ** a. Premises... ** ......................... b. Original Term ....................... ** c. Renewal Term ........................ ** d. Possession of Leased Property....... ** e. Conditions Precedent ................ ** f. Developer Obligations Prior to Section Possession ........................ 2.2. Restrictive Covenants ................... ** ** a. Use Prohibitions of the Leased Property .......................... ** b. No Discrimination ................... ** c. Permitted Uses for Leased Property .......................... d. Enforceability ...................... ** ** Section 2.3. Easements ............................... ** a. Existing Easements .................. ** b. Easements Granted to Developer...... ** c. Limitations on Easements Rights..... ** d. Duration of Easements ............... ** e. Confirmatory Instruments............ ** Section 2.4. Title of Leased Property ................ ** Section 2.5. Rental .................................. ** a. Rentals Payable ..................... ** b. Payment of Rental ................... ** c. Additional Income ** ................... d. Developer's Records ................. ** Section 2.6. Covenants for Payment of Public Charges by Developer .................. ** Section 2.7. Approvals and Consents .................. ** Section 2.8. Security and Police Protection.......... ** Section 2.9. Condition of Leased Property............ ** Section 2.10. Roadways and Utilities .................. ** -i- 8'7.-1'41. TABLE OF CONTENTS ARTICLE III - CONSTRUCTION OF IMPROVEMENTS Section 3.1. Section 3.2. Section 3.3. Section 3.4. Section 3.5. Section 3.6. Section 3.7. Section 3.8. Section 3.9. Section 3.10. Section 3.11. Section 3.12. Section 3.13. Section 3.14. Conformity of Plans ..................... Preliminary Plans ....................... Construction Plans ...................... Facilities to be Constructed............ Maintenance of Leased Property.......... Access ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction Period ..................... Progress of Construction ................ Certificate of Final Completion......... Connection of Building to Utilities..... Permits and Approvals ................... Compliance with Laws .................... Extension of Time Requirements.......... Alterations and Renovations ............. ARTICLE IV - LAND USES Section 4.1. Land Uses ............................... Section 4.2. Character and Operation of Improvements .......................... ARTICLE V - ANTI -SPECULATION; ASSIGNMENT Section 5.1. Definitions ............................. Section 5.2. Purposes of Restrictions on Transfer .............................. Section 5.3. Transfers ............................... Section 5.4. Notice of Transfer, Information as to Shareholders ....................... Section 5.5. Effectuation of Certain Permitted Transfers ............................. Section 5.6. Transfers of the City's Interest........ Section 5.7. Subletting......... 0.................... Section 5.8. Minority Participation in Ownership ............................. ARTICLE VI - MORTGAGE FINANCING; RIGHTS OF MORTGAGE Section 6.1. Leasehold Mortgage .... ................. Section 6.2. No Waiver of Developer's Obligations of City's Rights ...................... 8'7-1'41. TABLE OF CONTENTS ARTICLE VII - REMEDIES Section 7.1. Events of Default - Developer........... ** a. Failure- Payment of Money.......... ** b. Failure - Performance of Other Covenants, Etc .................... ** c. Bankruptcy, Etc......,, ... 66o.s*,..6 ** Section 7.2. Remedies for Developer's Default........ ** Section 7.3. Events of Default - City ................ ** a. Events of Default ................... ** b. Remedies for City's Default......... ** Section 7.4. Unavoidable Delay ....................... ** Section 7.5. Obligations, Rights and Remedies Cumulative ............................ ** ARTICLE VIII 10 - PROTECTION AGAINST MECHANICS' LIENS AND OTHER CLAIMS, INDEMNIFICATION Section 8.1. Mechanics' Liens and Payments of Obligations ........................... ** a. Developer to Discharge Mechanics' Liens.. ........................... ** b. Payment of Materialmen and Suppliers ......................... ** Section 8.2. Indemnity ............................... ** ARTICLE IX - INSURANCE Section 9.1. Insurance Coverage ...................... ** a. Property Insurance .................. ** b. Rental Value Insurance .............. ** c. Automobile Liability Insurance...... ** As d. Liability Insurance ................. ** e. Worker's Compensation ............... ** Section 9.2. f. Copies .............................. Responsible Companies - Blanket ** Insurance Permitted ..................... ** Section 9.3. Named Insureds - Notice to City of Cancellation .......................... ** Section 9.4. City May Procure Insurance if Developer Fails To Do So .............. ** Section 9.5. Insurance Does Not Waive Developer's Obligations ........................... ** Section 9.6. Loss or Damage Not to Terminate Rental or this Agreement .............. ** Section 9.7. Proof of Loss ........................... ** 87.1'41. Section 9.8. Property Insurance Proceeds ............. a. Authorized Payment .................. b. Disposition of Insurance Proceeds for !Reconstruction.................. c. Lenders and Lender/Landlords May Have Benefit of Insurance Fund for Reconstruction .................. Section 9.9. Covenant for Commencement and Completion of Reconstruction.......... Section 9.10. Developer's Rights In the Event of Uninsured Major Casualty .............. ARTICLE X - CONDEMNATION Section 10.1. Entire Leased Property Taken by 10 Condemnation .......................... Section 10.2. Partial Taking of Leased Property byCondemnation ....................... Section 10.3. Adjustment of Rent Upon Partial Taking ................................ Section 10.4. Taking for Temporary Use or of Leasehold Estate ...................... ARTICLE XI - RIGHTS OF OCCUPANCY AND ACCESS; MAINTENANCE; OWNERSHIP OF IMPROVEMENTS Section 11.1. Quiet Enjoyment ......................... Section 11.2. Waste ................................... Section 11.3. Maintenance and Operation of Improvements .......................... Section 11.4. Ownership of Improvements During Lease.. Section 11.5. Surrender of Leased Property............ 40 Section 11.6. City and Developer to Join in Certain Actions ....................... ARTICLE XII - MISCELLANEOUS PROVISIONS Section 12.1. No Partnership or Joint Venture......... Section 12.2. Recording, Documentary Stamps........... Section 12.3. Florida and Local Laws Prevail.......... Section 12.4. Conflicts of Interest; City Represen- tatives Not Individually Liable....... Section 12.5. Notice .................................. a. Developer ........................... b. Developer's Records ................. c. City Manager ........................ Section 12.6. Estoppel Certificates ................... Section 12.7. Provisions Not Merged with Deed......... -iv- PAGE 876-.1.41. LA �2 TABLE OF CONTENTS Section 12.8. Titles of Articles and Sections......... Section 12.9. Counterparts ............................ Section 12.10 Non -Disturbance and Attornment.......... Section 12.11. Non -Discrimination and Equal Opportunity ........................... Section 12.12. Successors and Assigns .................. Section 12.13 Exculpation ............................. Section 12.14 Entire Agreement ........................ Section 12.15 Amendments .............................. ARTICLE XIII - ARBITRATION Section 13.1 Panel ................................... Section 13.2 Actions, Hearings and Decisions......... 40 EXHIBITS 40 Exhibit A-1 -- Survey and Plat Exhibit A-2 -- Site Plan Exhibit B -- Legal Description Exhibit C -- Form of Performance Bond Exhibit D -- Permitted Encumbrances and Easements Exhibit E -- List of Approved Concept Plans Exhibit F -- Development Schedule Exhibit G -- Minority Participation Agreement Exhibit I -- Maintenance Responsibility Plan -v- 8'7_ i'41. 0 LEASE AND DEVELOPMENT AGREEMENT THIS LEASE AND DEVELOPMENT AGREEMENT is made this day of , 1986, by and between , a Florida limited partnership (hereinafter referred to as "Developer"), and the City of Miami, a municipal corporation of the State of Florida (hereinafter referred to as "the City"), acting by and through the City Manager (hereinafter referred to as "the City Manager"), with the prior approval of the City Commission of Miami. STATEMENT OF BACKGROUND AND PURPOSE By authority of the City of Miami Charter, the City on July 31, 1984 authorized the publication of a Request for Proposals (RFP) for the unified development project to be known as Southeast Overtown/Park West Redevelopment Project Phase I Development. In response to the RFP, Developer, by and through its affiliate, submitted proposals to, among other things, develop a mixed -use project on Block 24, as legally described and shown on the Survey and Plat, and Site Plan attached hereto as Exhibits A-1 and A-2, respectively (said Block 24 being hereinafter also referred to as the "Property" or "Leased Property" or "Phase I"). The City is owner, in fee simple, subject to certain rights of others, of the Leased Property and shall transfer, according to the terms of this Lease Agreement, possession of said Leased Property to Developer. 87r1,'41. Phase I development (the "Project") shall consist of the following improvements to be made by Developer (hereinafter referred to as the "Developer Improvements"): 1. Approximately 456 Rental Housing Units. 2. Approximately 20,000 square feet of commercial space. 3. Approximately 463 covered parking spaces. 4. Amenities to include a pool and recreation center. It is the mutual desire of the parties that the Property be leased and demised by the City to Developer for the purposes set forth in the RFP advertised by the City and the proposal submitted by Developer, subject to and upon the terms and conditions contained herein. This Statement of Background and Purpose is a descrip- tion of the current intent of the parties with regard to development and construction of the Project and is intended to be an aid to the understanding of this Lease, but it is not intended to affect the rights or the obligations of the parties except to the extent that it contains definitions and terms which are used elsewhere in this Lease. The square footages and descriptions in this Statement of Background and Purpose are for illustrative purposes only, and as to such matters the approved Construction Plans (hereinbelow defined) prepared by the parties shall control. Certain terms defined in this Statement of Background and Purpose are more particularly defined in Section 1.2, to which reference is hereby made. -2- In consideration of the foregoing and of the rent, covenants, and agreements hereinafter set forth, the parties do hereby covenant and agree as follows: ARTICLE I EXHIBITS AND DEFINITIONS Section 1.1. Exhibits. Attached hereto and forming a part of this Agreement are the following Exhibits: Exhibit A-1 -- Survey and Plat Exhibit A-2 -- Site Plan Exhibit B -- Legal Description Exhibit C -- Form of Performance Bond Exhibit D -- Permitted Encumbrances and Easements Exhibit E -- List of Approved Concept Plans Exhibit F -- Development Schedule Exhibit G -- Minority Participation Agreement Exhibit I -- Maintenance Responsibility Site Plan Section 1.2. Defined Terms. As used herein the term: "Acceptable Operator" means any person, firm, corpora- tion or entity possessing the experience, qualifications, good reputation, financial resources and adequate personnel necessary for the proper performance of all of Developer's obligations under this Lease in a manner consonant with the planned quality, reputation and economic viability of the Project, including (without limitation) the obligation to pay Base Rental -3- 8'7,-1'41. theretofore payable by Developer under this Lease. Specifi- cally, an Acceptable Operator shall be selected based on the following criteria and subject to the approval of the City manager, which approval shall not be unreasonably withheld: (a) 3-5 years managerial experience of residential properties with one hundred (100) units or more. (b) Financial ability and adequate personnel to assume Developer's obligations as set forth in this Lease. (c) Quality of managerial performance to include, but not be limited to, maintenance of residential properties. 40 (d) Nondiscriminatory practices relative to hiring personnel and leasing residential properties. The qualifications of a proposed Acceptable Operator shall be submitted in writing by Developer to the City Manager for his review and approval. If no written response from the City Manager is delivered to the Developer within fifteen (15) days after the submission of such qualifications, the proposed Acceptable Operator shall be deemed approved. It is understood that any wholly owned subsidiary or affiliate of Developer shall be automatically approved as an Acceptable Operator; however, the City Manager shall be provided a fifteen (15) day notice from Developer indicating that such subsidiary or affiliate shall be assuming the Developer's obligations. "Acceptable Operator Agreement" has the meaning ascribed to it in Section 6.1(c)(iv). -4- 8 7i 1'41. "Acceptable purchaser" has the meaning ascribed to it in Section 5.3(d) and shall qualify on the same basis as an "Acceptable Operator." "Additional Rental" means any and all payments required of Developer to the City by the terms of this Lease and Development Agreement other than Basic Rental. "Agreement" or "Lease", means this Lease and Development Agreement, as the same may be modified or amended from time to time. "Audited Financial Statement" means a Financial State- 40 ment certified by the Auditor to have been prepared in accor- dance with Generally Accepted Accounting Principles and Generally Accepted Auditing Standards as promulgated by the American Institute of Certified Public Accountants. "Auditor" means a nationally recognized firm of certi- fied public accountants as may be used from time to time by the Developer for the purpose of certifying the annual reports of its financial condition required by law. go "Basic Rental" has the meaning ascribed to it in Section 2.5(a). "Capital Improvements" means any addition to the Project or the construction of any additional improvements or other construction in, upon or constituting part of the Leased Property occurring subsequent to the date on which the Project is "open for business." -5- 87� 1'41, "certificate of Final Completion" has the meaning ascribed to it in Section 3.9. "The City" has the meaning ascribed to it in the opening paragraph of this Agreement. "City Improvements" has the meaning ascribed to it in Section . "City Maintenance Area" has the meaning ascribed to it in Section 3.5. "The City Manager" has the meaning ascribed to it in the opening paragraph of this Agreement. 40 "Completion Date" means that date on which the City Manager shall issue the Certificate of Final Completion pursuant to Section 3.9. "Construction Plans" has the meaning ascribed to it in Section 3.3. "Debt Service Payments" means all principal and inter- est, rental and other sums and amounts paid or payable for or during the applicable or pertinent period or in connection with any Leasehold Mortgage or any Sale-Subleaseback Transaction for the Developer's estate in the Leased Property and Developer Improvements and on borrowing to finance Capital Improvements; provided, however, that in the event of a foreclosure of any Leasehold Mortgage or the conveyance of Developer's estate in the Leased Property and Developer Improvements to the holder of any Leasehold Mortgage (or the nominee of any such holder) by deed in lieu of foreclosure, or in the event of the termination -6- 8'7!0:141. of any lease or sublease arising out of a Sale-Subleaseback Transaction for such estate, the term "Debt Service payments" shall thereafter include all principal and interest, rental and other sums and amounts which would have become payable pursuant to or in connection with such Leasehold Mortgage or Sale-Subleaseback Transaction but for such foreclosure, deed in lieu of foreclosure or Lease termination. "Default Rate" has the meaning ascribed to it in sub- paragraph (b) of Section 2.5. "Developer" has the meaning ascribed to it in the 49 opening paragraph of this Agreement, also sometimes referred to as Lessee, Tenant or Sublessor. "Develonment Costs" means an amount, provided in rJ reasonable detail to the City by an executive officer of Developer and acceptable to Developer's Leasehold Mortgagees or Lender/Landlords, equal to the aggregate of all costs and expenses actually incurred by Developer for the purpose of and properly allocated to the initial development and construction of the Developer Improvements on the Leased Property. "Developer Improvements" has the meaning ascribed to it in the Statement of Background and Purpose. "Developer Maintenance Area" has the meaning ascribed to it in Section 3.5. "Developer Utility Easement" has the meaning ascribed to it in subparagraph (i) of Section 2.3(b). "Environmental Laws" has the meaning ascribed to it in Section 3.12. -7- 8'7-1'4 i . "Events of the City's Default" has the meaning ascribed to it in Section 7.3(a). "Events of Developer's Default" has the meaning ascribed to it in Section 7.1(a)(b) and (c). "Fair Market Value" means the price, as of the date in question, which a seller, willing but not obligated to sell, would accept for the City's reversionary interest in the Leased Property and the Improvements or the Developer's estate in the Leased Property and the Improvements (as the case may be), and which a buyer, willing but not obligated to buy, would pay there- for in an arm's length transaction. If the Developer and the City are unable to agree on the Fair Market Value, then, within thirty (30) days following the demand of either party, Fair Market Value shall be determined in the following manner: (a) The Developer shall select an appraiser at its sole discretion. (b) The City shall select an appraiser at its sole discretion. +� (c) Both appraisers shall select a third appraiser at their sole discretion. (d) All three appraisers shall make independent appraisals of the value of the City's reversionary interest in the Leased Property and the Improvements or the Developer's estate in the Leased Property and the Improvements, as the case may be. (e) Fair Market Value shall be the average of the three appraisals. ME 8'7r1'41. "Final Substructure Plans" has the meaning ascribed to it in Section 3.3. "Financinc Sublease" has the meaning ascribed to it in the definition of "Sale-Subleaseback Transaction." "Improvements" shall mean all structures and other improvements, including but not limited to the Developer Improvements, on the Leased Property. "Institutional Investor" has the meaning ascribed to it in subparagraph (b) of Section 6.1. "Insurance Trustee" has the meaning ascribed to it in Section 9.8(a). "Leaseable Area" means the aggregate of the actual number of square feet of leaseable area in the Leased Property designed for the exclusive use and occupancy of rent paying Subtenants, excluding common areas, mezzanine storage areas, areas used for management and promotion offices, mechanical equipment penthouse, truck loading areas and other unleasable areas. is "Leased Property" has the meaning ascribed to it in subparagraph (a) of Section 2.1. "Leasehold Mortgage" has the meaning ascribed to it in Section 6.1. "Lender" shall have the meaning ascribed to it in subparagraph (b) of Section 6.1. "Lender/Landlord" means a lender, and any successor, assignee, transferee or designee of such lender, to which, in -9- 8'7,-1'41. P connection with the providing of financing to the Developer under this Lease, Developer's leasehold interest in this Lease has been conveyed and which has thereafter entered into a Financing Sublease with Developer. "Open for Business" shall mean the date on which the Developer Improvements are available for occupancy. "Opening Date" means the date on which construction of the Project is complete and a final certificate of occupancy therefor has been issued. "Original Term" has the meaning ascribed to it in sub- paragraph (c) of Section 2.1. "Owner" has the meaning ascribed to it in subparagraph (b) of Section 5.1. "Owner whose shares are publicly traded" has the meaning ascribed to it in subparagraph (c) of Section 5.1. "Possession Date" has the meaning ascribed to it in subparagraph (d)(vi) of Section 2.1. "Project" has the meaning ascribed to it in the fourth +� paragraph of the Statement Background and Purpose. "Public Charges" has the meaning ascribed to it in Section 2.6. "Reconstruction Work" has the meaning ascribed to it in subparagraph (b) of Section 9.8. "Renewal Term" has the meaning ascribed to it in sub- paragraph (c) of Section 2.1. "Rent Commencement Date" means the Opening Date as hereinabove defined. -10- 8 7,-1'41. "Rental" has the meaning ascribed to it in subparagraph (a) of Section 2.5. "Rental Year" means a year, the first of which (ie, the first Rental Year) shall commence on the Rent Commencement Date and end at 12:00 A.M. on the neat succeeding anniversary date of the Rent Commencement Date, at which time the second Rental Year shall commence, it being acknowledged that each succeeding Rental Year shall commence and each preceding Rental Year shall end, on succeeding annual anniversary dates of the Rental Commencement Date. Any portion of the Lease term remaining after the end of the last full Rental Year constitutes the final Rental Year, and Rental shall be apportioned therefor. "sale-Subleaseback Transaction" means Developer's sale to a Lender/Landlord of all or a substantial portion of Devel- oper's interest in this Lease, and the subsequent execution of a sublease ("Financing Sublease") between Lender/Landlord and Developer. "Section", "subsection", "paragraph", "subparagraph", os "clause", or "subclause" followed by a number or letter means the section, subsection, paragraph, subparagraph, clause or subclause of this Agreement so designated. "Southeast Overtown/Park West Redevelopment Proiect Phase I (SEOPW)" has the meaning ascribed to it in the statement of Background and Purpose. "Sublease" means any lease, sublease, license or other agreement by which Developer or any person or other entity -11- 15 7_ 141. claiming under Developer (including, without limitation, a subtenant or sublicensee) demises, leases, subleases, licenses or sublicenses to or permits the use or occupancy by another Person or entity of any part of the Leased Property and Improvements. "Subtenant" means any person, firm, corporation or other legal entity using or occupying or entitled to use or occupy any part of the Leased Property or the Improvements under a Sublease. "Supplemental Agreement" has the meaning ascribed to it '0 in Section . "Urban Development Action Grant (UDAG)" means the funds provided by the U.S. Department of Housing and Urban Development ("HUD") in the amount of $5.643 million for Phase I Developer Improvements. "UDAG Agreement" means that certain agreement executed between City and Developer for Phase I Developer Improvements. 00 ARTICLE II GENERAL TERMS OF LEASE OF LEASED PROPERTY Section 2.1. Lease of Leased Property to Developer. Subject to the conditions set forth in this Agreement, to the payment of rental provided herein, and the performance of the parties hereto of the duties and obligations on the part of each to be performed hereunder: -12- 87'..1'41, (a) Premises. The City demises and leases to Devel- oper, and Developer takes and hires from the City, all of the area described as Block 24 on Exhibit A and more particularly described in the legal description attached hereto as Exhibit B, and subject to the restrictions, conditions, covenants and easements hereinafter mentioned, reserved or granted (the "Leased Property"). The City and Developer recognize that the boundaries of the Leased Property may require minor adjustments to accommodate the Improvements contemplated pursuant to the Construction Plans. Should the parties agree a modification is required, Exhibit B to this Lease shall be amended accordingly. (b) Original Term. To have and to hold the Leased Property for a term of fifty (50) years, commencing on the first day of the month next following the Possession Date. Within thirty (30) days after the Possession Date, the City Manager and Developer, upon request of either party, shall execute one or more written memoranda in such form as will enable them to be recorded among the Public Records of Dade County, setting forth the beginning and termination dates of the Original Term, deter- mined in accordance with this Agreement. (c) Renewal Term. Unless cancelled by Developer, by written notice thereof delivered to the City no less than twenty-four (24) months prior to the expiration date of the Original Term, this Lease shall be automatically extended upon the same terms and conditions, except as otherwise expressly provided, for an additional term (the "First Renewal Term") of -13- twenty five (25) years commencing at the expiration of the Original Term. Furthermore, unless cancelled by Developer, by written notice thereof delivered to the City no less than twenty-four (24) months prior to the expiration date of the First Renewal Term, this lease shall be automatically extended upon the same terms and conditions, except as expressly pro- vided, for an additional term of twenty-four (24) years (the "Second Renewal Term") commencing at the expiration of the First Renewal Term. At the City's option, the First and Second 00 Renewal Terms may be cancelled and voided at the expiration of the Original Term or the expiration of the First Renewal Term, as the case may be, if an event of Developer's Default shall have occurred within one hundred eighty (180) days before commencement of the First or Second Renewal Terms and be continuing on the date on which the applicable Renewal Term is otherwise scheduled to commence. The City Manager and Developer, upon request of either party shall execute one or more written memoranda in such form as will enable them to be 40 recorded among the Public Records of Dade County setting forth the beginning and termination dates of the Renewal Terms, determined in accordance with this Agreement. (d) Possession of Leased Prgpert The City shall deliver possession of the Leased Property to Developer, and Developer shall take possession thereof, within ( ) days after the following shall have occurred: (i) The City Manager shall have approved the Preliminary Plans and Final Substructure Plan for the -14- 87-A41. is r Developer Improvements to be constructed on the Leased Property, as provided in Section 3.2 and 3.3; (ii) The City Manager shall have received and approved the commitment or commitments for the construction and permanent financing of the Developer Improvements to be constructed at the Leased Property, or such other evidence as may be reasonably satisfactory to the City Manager that such financing has been committed or is available, which approval shall not be unreasonably withheld. The City Manager must approve such financing if same is on terms 00 prevailing in the then current marketplace in the United States. Developer may, at its option, self -finance all or a portion of the Developer Improvements, provided however, that Developer may not charge the Project an interest rate in excess of what would otherwise be Developer's cost of borrowing; (iii) The City Manager shall have received from Developer a one hundred thousand dollar ($100,000) Performance Bond as a means of insuring the prompt and faithful performance and observance by Developer of all of its obligations hereunder with respect to the construction and substantial completion of the Developer Improvements on the Leased Property. The City shall void the Performance Bond if any of the following occurs: -15- 87:1'41. (A) No other SEOPW development is under con- struction within one year after Developer has taken initial possession of the Leased Property. (B) There is a substantial increase in crime or the perception of crime within a 1 mile radius of SEOPW over levels. (C) Lack of support for the SEOPW Redevel- opment Project by the City Commission as evidenced in their official acts or refusal to act in SEOPW matters. (D) Continuing detrimental public statements by City officials that have a material adverse effect on the marketing of the Project and/or SEOPW. In the event that there is a dispute between the parties with regard to whether any of the aforementioned conditions have occurred or are continuing to occur, such dispute shall be settled by the arbitration provisions in Article XIII of this Agreement upon the demand of either party. 06 A form of the Performance Bond is attached hereto as Exhibit D; and (iv) All governmental permits and approvals required to commence and complete construction of the Project shall have been obtained by Developer; (v) The requirements of subparagraph 2.1(e) have been met. -16- 8'7.1'41. (vi) The date that the City delivers possession of the Leased Property to Developer and Developer is required to take such possession in accordance with this paragraph (d), which delivery shall be by notice in writing, is herein called "Possession Date". (e) Conditions Precedent. Notwithstanding anything in this Lease Agreement to the contrary, Developer shall not be obligated to take possession of the Leased Property or to perform any other obligations under this Lease, including the payment of rent or any other sums due hereunder unless and until the following Conditions Precedent shall have occurred or have been obtained with respect to the Leased Property: (i) the City Manager has approved all the Construction Plans for the Developer Improvements; and (ii) Developer has obtained all governmental approvals and permits necessary for construction of the Developer Improvements; and (iii) Developer shall have satisfied itself that the development of the Project will not violate the Environmental Laws (hereinafter defined). (iv) The City has removed all existing buildings on the Leased Property. (v) Developer has obtained funding from the Dade County Documentary Surtax Advisory Council (the "Council") pursuant to that certain application of John B. Cruz -17- 8'7_ f41, Construction Co., Inc. submitted on June 3, 1986 which was approved by the Council on January 21, 1987. (vi) That certain UDAG Grant Agreement for UDAG Grant No. B-86-AA-12-0084, which was preliminarily approved by HUD on July 3, 1986, has been executed by the City and funding under such Grant Agreement has been made available to Developer. (vii) The requirements of subparagraph 2(d) have been met. Developer and the City shall use good faith efforts to satisfy all of the aforesaid conditions precedent. It is recog- nized by the parties hereto that it is not the intention of either party to encumber the Leased Property with this Lease for an indefinite period of time during the period of satisfaction of the aforesaid conditions precedent. Therefore, if all of the aforesaid Conditions Precedent are not satisfied, after good faith efforts by Developer and City, or otherwise waived by Developer and City on or before February 12, 1988, and construc- 00 tion of Developer Improvements has not commenced by that same date, then, unless such date has been extended by the mutual agreement of the parties hereto, or other provisions of this Lease, either Developer or City shall have the right to termi- nate this Agreement by written notice to the other, provided such written notice is given prior to March 12, 1987. Con- struction of Developer Improvements shall be deemed to include site preparation and related work. -18- 87h 1'41. No waiver of any of the foregoing Conditions Precedent shall be implied by any conduct of Developer, including (without limitation) any election by Developer to proceed with any devel- opment activity prior to the satisfaction of all of such Condi- tions Precedent, it being agreed that any waiver by Developer of any such Conditions Precedent shall be effected only by Devel- oper's express written statement to that effect, personally signed by John B. Cruz, III or his designee and delivered to the City or the City Manager. No waiver of any of the foregoing Conditions Precedent 40 shall be implied by any conduct of the City, it being agreed that any waiver by City of any such Conditions Precedent shall be effected only by City's express written statement to that effect delivered to Developer. (g) Developer Obligations Prior to Possession. Not- withstanding anything herein to the contrary, until possession of the Leased Property shall have been delivered to Developer pursuant to the provisions of Paragraph (d) of this Section 2.1, At Developer shall not be required to perform any of its obliga- tions hereunder with respect to the Leased Property. Section 2.2. Restrictive Covenants. The restrictive covenants contained in paragraphs (a) through (c) of this Sec- tion 2.2 are intended and designed to bind the Developer and the City and their respective successors and assigns and bind upon and run with the Leased Property throughout the entire term of this Lease, including any Renewal Term and any new lease -19- 8'7..1`41. executed pursuant to the provisions of Sections 6.1 and 6.2. The parties recognize, however, that the development and opera- tion of the Leased property, the Developer Improvements and the City Improvements in a manner which is in the best interests of both parties may from time to time require the confirmation, clarification, amplification, or elaboration of this Agreement in order to deal adequately with circumstances which may not now be foreseen or anticipated by the parties. The parties reserve unto themselves the right to enter into such interpretive, imple- menting or confirmatory agreements from time to time as they may 10 deem necessary or desirable for any such purpose without obtain- ing the consent or approval of any person or entity not a party to this Agreement except as may be expressly otherwise provided in this Lease or by law. (a) Use Prohibitions of the Leased Property. The Leased Property hereby demised shall not be used for the following: (i) Coinbox entertainment (pinball, video games, moving pictures operated by coins); or (ii) Any unlawful or illegal business, use or purpose, or for any business, the use or the purpose of which is immoral or disreputable (including without limita- tion "adult entertainment establishments" and "adult" bookstores) or extra -hazardous, or in such manner as to constitute a nuisance of any kind (public or private), or -20- 87.:-141. for any purpose or in any way in violation of the certifi- cates of occupancy (or other similar approvals of applicable governmental authorities). Developer agrees that it shall not discriminate as to race, sea, color, creed, national origin, or handicap in connection with its use of the Leased Property. Furthermore, Developer agrees to make reasonable accommodations for the handicapped and that no otherwise qualified handicapped individ- ual shall, solely by reason of his or her handicap be excluded from participation in, be denied the benefits of, be denied access to facilities, or be subjected to discrimination under any program or activity allowed under this Lease, provided how- ever, construction in accordance with the provisions of the South Florida Building Code shall be conclusively deemed to con- stitute full compliance with the requirements of this Paragraph. (b) No Discrimination. No covenant, agreement, lease, conveyance or other instrument shall be effected or executed by Developer, or any of its successors or assigns, whereby the 10 Leased Property or any portion thereof is restricted by Devel- oper, or any successor in interest, upon the basis of race, color, religion, sex or national origin in the sale, lease, use or occupancy thereof. Developer will comply with all applicable state and local laws, in effect from time to time, prohibiting discrimination or segregation by reason of race, color, religion, sex, or national origin in the sale, lease or occupancy of the Leased Property. -21- S'7_ 1`41. (c) Permitted -Uses for Leased Property. The only uses Permitted on the Leased Property are residential, supporting commercial, general commercial and related parking as limited by Section 2.1(a). (d) Enforceability. It is intended and agreed hereby that the restrictive covenants and any covenants running with the land contained in this Section 2.2 shall be binding upon the City and the Developer, their successors and assigns, and succes- sors in interest, as the case may be, and shall be for the bene- fit and in favor of, and enforceable by the City and Developer respectively, as the case may be; provided however, that such covenants shall be binding on Developer, and the City, and their respective successors in interest and assigns, only for such period as each shall have (i) fee title to the Leased Property, as to the City, and (ii) the leasehold estate herein demised to Developer, as to Developer. Section 2.3. Easements. The following easements presently exist or are hereby granted: (a) Existing Easements, The City warrants and repre- sents that there are no existing easements in favor of any third party on the Leased Property. (b) Easements Granted to Developer. The City grants unto Developer, its successors and assigns the following: (i) the non-exclusive right and easement (the "Developer Utility Easement") to install, maintain, repair and replace utility facilities such as water, gas, electric, -22- 87.-1'41. and telephone lines and storm and sanitary sewers under- ground within portions of the Leased Property, and any other property owned by the City which is not a dedicated street, in the location shown therefore on the approved Construction Plans or in such other locations as may be approved by the City Manager from time to time; and (ii) the non-exclusive rights and easements for installation, maintenance, repair and replacement of utility facilities and for pedestrian and vehicular access to and from the Leased Property, at such locations as may be 14 approved by the City Manager from time to time. It is the intent of this Agreement that the Developer Improvements be confined to the limits of the Leased property. (c) Limitations on Easement Rights. The rights and easements granted or reserved in paragraphs (a) and (b) of this Section 2.3 shall be limited as follows: (i) The Developer (A) shall carry on any construction, maintenance or repair activity with diligence It and dispatch and shall use diligent efforts to complete the same in the shortest time possible under the circumstances, and (B) shall not, except in the event of an emergency, carry on any construction, maintenance or repair activity in the easement area in such manner as to unreasonably interfere with the use and enjoyment of the property encumbered by such easement, and, in carrying on such -23- 8'7_ i`41. activities, will do so in such a manner as not to unreasonably interfere with business or businesses then being conducted on the property encumbered by the easement. (ii) Except in the event of emergency, the Developer shall not carry on any construction, replacement, maintenance or repair activity at any time in such easement area until notifying the City of its intention to do so. (iii) Promptly upon the completion of any such construction, repair or maintenance activity, the Developer shall restore the surface of the easement area substantially to its former condition and appearance. (d) Duration of Easements. Unless a shorter term is provided, each of the rights and easements granted or reserved in paragraphs (a) and (b) of this Section 2.3 shall be for the Original Term of this Lease, for each Renewal Term, and for the term of any new lease made pursuant to the provisions of Sec- tions 6.1 and 6.2. (e) Confirmatory Instruments. Each party covenants 10 and agrees that, from time to time, at the request of the other party, it shall execute and deliver such additional documents or instruments confirming the rights and easements granted and reserved in this Section 2.3 or more precisely fixing their location as such requesting party shall deem to be necessary or desirable. The City Manager is hereby authorized and empowered on behalf of the City to execute and deliver, from time to time, any such confirmatory documents or instruments. -24- 8'7-1'41. Section 2.4. Title of Leased Property, The City repre- sents, covenants and warrants that it has good and marketable fee simple title to the Leased Property and all of the improve- ments thereon, which title is free and clear from all covenants, easements, liens, clouds of title or other restrictions. Section 2.5. Rental. (a) Rentals Payable. Developer covenants and agrees to pay the City during the lease term as rental ("Basic Rental") for the Leased Property, the following, as applicable: (i) Two Hundred Eighty -Nine Thousand Five Hundred and No/100 Dollars ($289,500) for the period between the Possession Date, as provided in Section 2.1(d) of this Agreement, and the Rent Commencement Date which sum shall be payable in arrears (i.e., payable on the Rent Commencement Date); and (ii) Commencing with the Rent Commencement Date, Fifty Thousand and No/100 Dollars ($50,000.00) for each of the first five Rental Years, payable annually, in arrears, on the last day of each Rental Year for each of said Rental Years; and (iii) Commencing with the sixth Rental Year under this Lease and continuing for each Rental Year thereafter through the end of the Original Term or Renewal Terms, as the case may be, an annual rental of two percent (2%) of the gross rental receipts derived from the Project for each Rental Year, payable annually, in arrears for the Rental -25- S'7_ 1'41, 4 4 Year just ended, said payments to be made within 30 days following the end of the Rental year for which they are due. (b) Payment of Basic Rental. Basic Rental shall be paid to the City at the Office of the Director of Finance, 3500 Pan American Drive, Miami, Florida 33133 or at such other place as the City Manager shall designate from time to time in a notice given pursuant to the provisions of Section 12.5. Any late payment shall automatically accrue interest at a rate equal to two (2) percent above that rate charged by the Citibank, N.A. of New York to its best commercial customers, generally referred to as its prime rate ("Default Rate") from the date that payment was due or from the end of any grace period, whichever is applicable. Any overpayment of Basic Rental at the end of each Rental Year shall be paid to Developer within thirty (30) days of the delivery of notice thereof to City or, at the option of Developer, the Developer shall credit such amount to the Basic Rental due in the next Rental Year. If there is an under payment of Basic Rental, Developer shall pay the City the amount of the deficiency within thirty (30) days of the Developer's receipt of notice thereof. Notwithstanding the above requirements for payment of Basic Rental, Developer shall have the continuing right to offset the following expenses, dollar for dollar, actually expended by it, against the payment of Basic Rental otherwise due and payable by Developer hereunder, as follows: -26- 8'7_ 1'41. Monies expended by Developer in the landscaping and continued maintenance of such landscaping, within Blocks 25 and 36 (which constitute the remainder of the Southeast Overtown/ Park West Redevelopment Project Phase 1 Development which is not the subject of this Lease Agreement), as said Blocks 25 and 36 are legally described on Exhibit " " attached Lereto, such landscaping to include but not be limited to appropriate lighting, plantings, irrigation, drainage and construction fencing necessary to permit the installation and continued maintenance of such landscaping. The City agrees to provide Developer with access to Blocks 25 and 36 for the purpose of installation and continued maintenance of such landscaping. It is acknowledged and agreed by the parties hereto that the Developer shall not be obligated to expend monies for any of the foregoing expenses, but shall have the option to do so at any time, as determined by it in its sole discretion, in which event it shall be entitled to the Basic Rental offset noted hereinabove. The parties further recognize that this right of offset is being provided to the Developer based on the fact that each of the foregoing items of expense (i.e., landscaping on Blocks 25 and 36, media advertising for the Project, and security for the Project) will all be of benefit to the success of the Project and therefore of benefit to the City. (c) Additional Income; Extension of Lease as a Result of Conversion to Condominium Ownership. In the event all or part of the Developer Improvements (either the residential or -27- 8'7.-1'41. commercial improvements) is converted to condominiums and sold by Developer, City shall receive five percent (5%) of the gross sales price. The income received by the City shall be used to establish a loan program to aid in the purchase of such condominium units. As security for said loans, City shall be given a second mortgage on the condominiums. All loan repayments shall be revenue to the City. It is acknowledged that in the event all or a part of the Developer Improvements is converted to the condominium form of ownership, it may be neces- sary to extend the Original Term of this Lease and/or otherwise modify the terms hereof in order to permit a leasehold Condo- minium to be created on all or a part of the Property in accordance with Chapter 718, Florida Statutes, as amended. Upon Developer's request, City agrees to modify this Lease to permit the creation and establishment of the type of leasehold condomin- ium selected by Developer for all or a part of the Property; provided, however that in the event the Original Term of this Lease must be extended to permit the creation and establishment of such a condominium, then, to the extent that the Original Term is extended, the First Renewal Term and, if necessary, the Second Renewal Term, shall be shortened by the time period that the Original Term is extended, it being acknowledged that under no circumstances shall the term of this Lease (including Renewal Terms) exceed in the aggregate 99 years. (d) Developer's Records. For the purpose of permit- ting verification by the City of any amounts due on account of -28- 8 7rf41. Basic Rental, Developer will keep and preserve for at least three (3) years in Dade County, Florida, at the address specified in Section 12.5, auditable original or duplicate gooks and records for the Project which shall disclose all information required to determine Basic Rental, and other information necessary to comply with the terms of this Agreement. After seven (7) days advance notice to Developer, the City through its City Manager or his designee, shall have the right during busi- ness hours to inspect such books and records and make any examination or audit thereof which the City may desire. If such audit shall disclose a liability for Basic Rental in excess of the Basic Rental theretofore paid by Developer for the period in question, Developer shall promptly pay such additional Basic Rental and if such audit shall disclose an overpayment of the Basic Rental theretofore paid, the City shall promptly return the excess to the Developer. Developer further covenants and agrees to deliver to the City within sixty (60) days after the close of each Rental Year (commencing with the end of the sixth Rental Year) and after the termination of this Lease, a statement showing, in reasonable detail, the computation of the Basic Rental for the preceding Rental Year. The annual statement shall be signed and verified by an appropriate, authorized officer or General Part- ner of Developer stating specifically that such officer has examined the report, that such officer's examination included such tests of Developer's books and records as such officer -29- S'7.-1'41. considered necessary under the circumstances, and that such report presents fairly the Basic Rental due with respect to the preceding Rental Year. If Developer shall fail to deliver the foregoing statement to the City within said period, the City shall have the right to either conduct an audit itself or to employ an independent Certified Public Accountant to examine such books and records as may be necessary to certify the amount of the Rentals due with respect to such Rental Year. Developer shall promptly pay to the City, as Additional Rental, the cost of any audit performed by or for the City, in the event the 10 City's audit was in lieu of an annual report by Developer or if the City audits the annual report on its own initiative and demonstrates a discrepancy of more than three percent (3%) in the amount of Basic Rentals due to the City for any given Rental Year, it being acknowledged that, if there is a discrepancy of three percent (3%) or less, the cost of the audit shall be borne equally by the City and the Developer. In addition, if the audit report discloses that the amount of Basic Rental paid by ' Developer exceeded the amount due to the City by more than three percent (3%), City shall bear the cost of such audit. Developer shall provide the City with an annual Audited Financial Statement, certified by an independent Certified Public Accountant, within ninety (90) days after the close of each Rental Year which shall be subject to the audit provisions of the previous subparagraph. -30- 8'7-1`41. Section 2.6. Covenants for payment of Public Charges by Developer. Developer, in addition to the Basic Rental, cove- nants and agrees to pay and discharge, before any fine, penalty, interest or cost may be added, all real and personal property taxes, all ad valorem real property taxes, all taxes on rentals payable hereunder and under subleases, public assessments and other public charges including but not limited to electric, water and sewer rents, rates and charges (all such taxes, public assessments and other public charges being hereinafter referred to as "Public Charges") levied, assessed or imposed by any public authority against the Leased Property, including all improvements thereon in the same manner and to the same extent as if the same, together with all improvements thereon, were owned in fee simple by Developer; provided, that Developer's obligation to pay and discharge Public Charges levied, assessed or imposed against or with respect to the Leased Property shall not commence until the Possession Date. The City shall not levy or assess any such Public Charges against the Leased Property in IS a discriminatory manner. Notwithstanding the provisions of this Section 2.6, Developer shall have the right to contest the amount or validity, in whole or in part, of any Public Charges by appropriate proceedings. The City agrees to consent to and/or formally join in any such proceedings to the extent it may be allowed by law, if such consent and/or joinder is required by law for the prosecution thereof. Developer shall pay all charges for metered water, sewer service charges and -31- 8'7-1'41. other fees or charges lawfully imposed by any public authority upon or in connection with the Leased Property. The City agrees that it will not impose any special assessment or other Public Charges (other than ad valorem real property taxes) against the Developer, Leased Property or the Improvements with respect to the construction, operation, repair and maintenance of any improvements the City is obligated to construct pursuant to this Lease. The City retains all its rights to impose special assessments or other public charges for all other purposes. If any Public Charges have been delinquent or payable with penalty for a period of thirty (30) days or more, then, upon written request of City, Developer shall furnish or cause to be furnished to the City Manager official receipts of the appropriate taxing authority or other proof reasonably satisfactory to the City Manager evidencing the payment of such Public Charges. Section 2.7. Approvals and Consents. Wherever in this Lease the approval or consent of any party is required, it is ' understood and agreed that such approval or consent will not be unreasonably withheld or delayed. Section 2.8. Security, Police and Fire Protection. Developer shall have the responsibility for providing security protection for the Leased Property. The City shall, however, provide the same security, police and fire protection to the Leased Property as is afforded all other City open spaces with appropriate augmentation in the -32- 87"-f41. exclusive judgment of the City Manager during periods of high pedestrian activity including (without limitation) during special public events. Section 2.9. Condition of Leased Property. On the Possession Date, the City shall deliver to the Developer posses- sion of the Leased Property, free of any and all tenancies or other rights or claims of rights to its use and occupancy. Prior to the Possession Date, the Leased Property shall be main- tained by the City and delivered to Developer in good and serviceable condition, ordinary wear and tear excepted. The City agrees not to adversely or materially alter the Leased Property prior to the Possession Date without Developer's prior written approval. The City shall perform at its sole expense, all necessary relocation, demolition and clearance with respect to the Leased Property prior to the Possession Date. If the City fails to perform such relocation, demolition or clearance, Developer may, at its option, perform same (it being acknowledged that Developer shal have no obligation to do so) . and charge the City therefor, or offset the costs thereof against Basic Rental, at Developer's Option. Such costs shall include, but not be limited to, the costs of labor, materials, equipment rental or allocation therefor, together with reasonable overhead and profit. Section 2.10. Roadways and Utilities. The City shall without expense to Developer or public assessment against the Leased Property, obtain the legal abandonment and vacation of -33- 87=1'41. all public streets and rights of way within the Leased Property. At the Developer's request, the City shall cooperate with and assist the Developer in the termination (if required by Developer) or transfer to the Developer of all existing easement rights with respect to water mains, sanitary sewers, storm drains, conduits, gas and electric or steam distribution lines and fire alarm, traffic and phone systems, if any, in or in favor of the Leased Property, at the City's sole cost and expense. The City shall also transfer to Developer all easements and rights of way at or in favor of the Leased • Property within its control. All termination, abandonment, transfer and relocation, as applicable, shall be done or performed in accordance with provisions of this Section 2.10 with respect to the Leased Property as rapidly as practicable and in a manner which will coordinate in a reasonable manner with construction of the Improvements and development of the Project. The City shall perform at its sole expense, all necessary relocation, demolition, and clearance with respect to the Leased Property prior to the Possession Date, which work shall include but not be limited to the clearing of foundations, basements, and abandoned underground utility lines. If the City fails to perform such relocation, demolition or clearance, Developer may, at its option perform same (it being acknowledged that Developer shall have no obligation to do so) and charge the City therefor or offset the costs thereof against Basic Rental, at Developer's option. Such costs shall -34- 8'7.-1'41. include, but not be limited to, the costs of labor, materials, equipment rental or allocation therefor, together with reasonable overhead and profit. ARTICLE III CONSTRUCTION OF IMPROVEMENTS Section 3.1. Conformity of Plans. Preliminary Plans and Construction Plans and all work by Developer with respect to the Leased Property and the construction of Developer Improve- ments thereon shall be in conformity with this Agreement, the Miami Charter and Code, the South Florida Building Code, and all other applicable state, county and local laws and regulations. Section 3.2. Preliminary Plans. The City acknowledges that prior to the execution of this Lease, Developer has sub- mitted to the City and the City has approved the concept plans (the "Concept Plans") for the construction of the Developer Improvements, a list of which is attached hereto as Exhibit E. Developer shall submit to the City Manager at the times herein- 40 after set forth, two sets of "Preliminary Plans" hereinbelow described. For the purpose of this Lease, "Preliminary Plans" shall consist of site plans and structure elevations in sufficient detail to show site planning, architectural design and layout, materials, building construction, landscape design, access, streets, and sidewalks. The City acknowledges that, in order to meet the schedule for construction, the Developer shall be submitting Preliminary Plans in stages for approval. The -35- 87,-141. City shall not be required to issue permits or other formal governmental approvals to Developer for a particular stage until the City Manager has approved a site drawing depicting all stages of the Development and has approved the Preliminary Plans for the particular stage for which a permit or other formal governmental approval is requested. The Preliminary Plans for all stages of the Developer Improvements to be constructed shall be submitted to the City Manager on the date set forth on Exhibit F. Upon receipt of each set of Preliminary Plans representing a certain stage of • construction, the City Manager shall review the same and shall promptly (but in any event within fifteen (15) days after such receipt), give Developer notice of its approval or disapproval setting forth in detail its reasons for any disapproval. The City Manager's right to disapprove the Preliminary Plans submitted shall be limited to matters depicted in the Preliminary Plans for Developer Improvements which do not conform substantially to the Concept Plans or previously • approved Preliminary Plans for other stages of the Project or are new elements not presented in the Concept Plans, or matters which are violations of this Lease or of applicable governmental ordinances, codes, plans, laws or regulations. If no response from the City is delivered to Developer within fifteen (15) days after the submission of such Prelim- inary Plans, or any resubmission thereof as hereinafter -36- 8'7= i'41. provided, they shall be deemed approved, except that no viola- tions of applicable governmental ordinances, codes, plans, laws, regulations or of this Agreement shall be deemed waived thereby. In the event of a disapproval, Developer shall, within fifteen (15) days after the date Developer receives the written notice of such disapproval, resubmit such Preliminary Plans to the City Manager, altered to address the reasons for disapproval. Any resubmission shall be subject to review and approval by the City Manager in accordance with the procedure hereinabove provided for an original submission, until the same • shall be approved by the City Manager. City and Developer shall in good faith attempt to resolve any disputes concerning the Preliminary Plans; provided, however, that in the event than any such dispute cannot be resolved within thirty (30) days from the date such dispute arises, then the dispute, at the option of either party, shall be resolved in accordance with the arbitration provisions of Article XIII of this Agreement. Section 3.3. Construction Plans. For the purpose of • this Lease, the term "Construction Plans" shall mean final working drawings and specifications including (without limitation) the following information: (a) definitive architec- tural drawings; (b) definitive foundation and structural draw- ings (the "Final Substructure Plans"); (c) definitive electrical and mechanical drawings including (without limitation) plans for all lighting facilities affecting the exterior appearance of the Developer Improvements; and (d) final specifications, but -37- 8'7-141. excluding drawings and specifications relating to subtenant improvements. Not later than sixty (60) days after approval of Preliminary Plans for a particular stage of construction, Developer shall submit to the City Manager two sets of Construction Plans for the same stage. Upon receipt thereof, the City Manager shall review the same and shall promptly (but in any event within fifteen (15) days after such receipt), give Developer notice of its approval or disapproval, setting forth in detail its reasons for any disapproval. The City Manager's right to disapprove the Construction Plans submitted shall be limited to matters depicted in the Construction Plans which do not conform substantially to the approved Preliminary Plans or previously approved Construction Plans for other stages or are new elements not presented in the approved Preliminary Plans or are violations of this Lease or of governmental ordinances, codes, plans or regulations. If no response from the City is delivered to Developer within fifteen (15) days after the submission of such Construction Plans, or any resubmission thereof as hereinafter provided, they shall be deemed approved except that no violations of applicable laws, ordinances, codes, regulations or of this Agreement shall be deemed waived thereby. In the event of a disapproval, Developer shall, within thirty (30) days after the date Developer received the written notice of such disapproval, resubmit the Construction Plans for that stage to the City Manager, altered to address the reasons for disapproval. Any resubmission shall be subject to review -38- 8'7-f41. and approval by the City Manager, in accordance with the procedure hereinabove provided for an original submission, until the same shall be approved by the City Manager. The City and the Developer shall in good faith attempt to resolve any disputes regarding the Construction Plans; provided, however, that in the event that any such dispute cannot be resolved within thirty (30) days from the date such dispute arises, then, at the option of either party, the dispute shall be resolved in accordance with the arbitration provisions of Article XIII of this Agreement. No approval by the City Manager of any Construction Plans or Preliminary Plans pursuant to this Article shall relieve Developer of any obligation it may have at law to file such Construction Plans with any department of the City or any other governmental authority having jurisdiction over the issues or to obtain any building or other permit or approval required by law. The City agrees to assist the Developer by cooperating with the Developer in the permit and approval process and by expediting the review, filing and processing of S the Construction Plans. Developer acknowledges that any approval given by City Manager pursuant to this Article III shall not constitute an opinion or agreement by the City that the plans are structurally sufficient or in compliance with any laws, codes or other appli- cable regulations, and no such approval shall impose any liabil- ity on or waive any rights at law of the City. -39- 87-1'41. Developer agrees that it shall provide the City with copies of all plans and specifications used in the construction of the Developer Improvements. Developer agrees to use its diligent efforts to obtain the consent of the Leasehold Mort- gagee to the vesting in the City of all rights, title and inter- est in the plans and specifications if this Lease is terminated by reason of an Event of Developer Default. Section 3.4. Facilities to be Constructed. Developer agrees to erect the Project on the Leased Property, at its sole cost and expense, containing the facilities more particularly described in the Construction Plans which shall conform to the covenants contained in Section 2.2 and which are referred to throughout this Lease as "Developer Improvements". Section 3.5. Maintenance of Leased Property. The City without cost or expense to Developer or public assessments against the Leased Property or the Improvements, at all times during the term of this Lease, (including any Renewal Terms and any new lease executed pursuant to the provisions of Sections 16 6.1 and 6.2) shall maintain and keep or cause to be maintained and kept in good order, repair and appearance, commensurate with the quality of maintenance found in the area shown and desig- nated as "Developer Maintenance Area" on Exhibit H, all of the property and improvements located in that portion of the Leased Property shown and designated as "City Maintenance Area" on Exhibit H. -40- 8'7=1'41. 1 '! The Developer, without cost or expense to the City, at all times during the term of this Lease, (including any Renewal Terms and any new lease executed pursuant to the provisions of Sections 6.1 and 6.2) shall maintain and keep or cause to be maintained and kept in good order, repair and appearance all of the property and improvements located in that portion of the Leased Property shown and designated as "Developer Maintenance Area" on Exhibit H. Section 3.6. Access. Prior to delivery of possession of the Leased Property to Developer, the City shall permit Developer access thereto whenever and to the extent necessary to carry out the provisions of this Agreement. The City shall also permit, including, without limitation, the placement of construction trailers and staging area on or adjacent to the Leased Property at no cost to the Developer. The provisions of this paragraph shall not take effect until Developer, at its sole cost and expense shall have secured or caused to be secured comprehensive general public liability insurance as required in S Article IX of this Agreement. Section 3.7. Construction Period. Developer shall commence construction of the Developer Improvements not later than thirty (30) days after the Possession Date or as soon thereafter as weather permits (but not earlier than the approval of the Construction Plans) and shall complete the same substan- tially in accordance with the Developer's approved Construction Plans in accordance with the Development Schedule attached -41- 8'7.-1'41. WM hereto as Exhibit F. In the event that the Construction Plans are approved prior to the Possession Date, Developer may, but shall not be obligated to commence construction of the Developer Improvements at its own risk (i.e., the City shall have no responsibility or obligation to reimburse Developer for monies expended by Developer as a result of early commencement of Project and subsequent failure thereof). If the Developer so elects, the City shall make the Leased Property available at the time and in the manner necessary to permit Developer to commence construction thereon. The City agrees to submit Preliminary Plans and Construction Plans for City Improvements to Developer for review and comment for any City Improvements to be designed by City. The City shall commence construction of the City Improvements and shall complete the same substantially in accordance with the City's approved Construction Plans and Development Schedule in accordance with Exhibit F. The City shall coordinate the schedule for construction of City Improvements with the Developer's schedule for construction of Developer Improvements. To the extent that construction of City Improvements interferes with or delays the construction of Developer Improvements, the Development Schedule shall be reason- ably adjusted to account for such interference or delays; pro- vided however, that the City shall not allow the construction of City Improvements to unreasonably interfere with or delay the construction of Developer Improvements. At the request of either party, the parties will execute and deliver from time to -42- 8'7.141. \ 7 � time such certificates, documents or instruments as may be appropriate to confirm the dates of commencement or completion of construction as above provided, which certificates, documents or instruments may be recorded by the party requesting the same at its expense. Section 3.8. progress of Construction. Subsequent to the delivery of possession of the Leased Property to Developer, and until construction of the Developer Improvements has been completed, Developer shall keep the City Manager apprised of the progress of Developer with respect to such development and construction. During such period, the work of Developer shall be available for inspection by a full-time, on -site representative of the City Manager. The Developer shall provide eighty (80) square feet of suitable work space and utilities for the representative at Developer's cost. Developer, by executing this Agreement, represents it has visited the site, is familiar with local conditions under which the construction and operation is to be performed, will perform all test borings and subsurface i engineering generally required at the site under sound and prudent engineering practices, and will correlate the results of its test borings and subsurface engineering and other available studies and its observations with the requirements of the construction and operation of the Project. The Developer shall restore the site to its original condition after all testing, and shall provide the City with a copy of all results. The City makes no warranty as to subsoil conditions. Developer shall not -43- 8 7.1'41. be entitled to any adjustment of Rental or of any applicable time requirements in the event of any abnormal subsoil condi- tions unless the subsurface conditions are so unusual they could not have been reasonably anticipated. If the subsurface conditions are so unusual that they could not have been reasonably anticipated, and such conditions are encountered, Developer, at its option, shall be entitled to an adjustment of Basic and Additional Rental for that portion of the Property that is either unusable or which has a soil problem that would be expensive to correct (as determined by the Devel- oper and City, provided, however, if they cannot agree within thirty (30) days of the date the dispute arose, the resolution of such dispute shall be resolved by binding arbitration in accordance with Article XIII of this Agreement), or an extension of applicable time requirements needed to correct the soil condition, as agreed upon by the parties, or, Developer may cancel this Agreement and be relieved of all obligations arising hereunder. 41 Unless Developer elects to cancel this Agreement, Developer shall proceed with the construction of the Developer Improvements as set forth in the Development Schedule attached hereto as Exhibit F, subject to permitted delays, as aforesaid. Section 3.9. Certificate of Final Completion. Promptly after completion of each stage of construction of the Developer Improvements on the Leased Property in accordance with the provisions of this Agreement, the City Manager will furnish -44- 872 1°41. Developer with an appropriate instrument so certifying (the "Certificate of Final Completion"). The Certificate of Final Completion shall be in such form as will enable it to be recorded among the Public Records of Dade County. If the City Manager shall refuse or fail to provide such certification in accordance herewith, the City Manager shall, within fifteen (15) days after written request by Developer, provide Developer with a written statement indicating in adequate detail in what respects Developer has failed to complete the Developer Improve- ments in accordance with the provisions of this Agreement, or is • otherwise in default, and what measures and acts, in the opinion of the City Manager, are necessary for Developer to take or perform in order to obtain such certification. If Developer and City are unable to agree on the measures and acts which are necessary to obtain such certification, such issue(s) shall at the option of either party, upon written notice to the other, be decided by arbitration in accordance with the requirements of Article XIII. Section 3.10. Connection of Building to Utilities. Developer, at its sole cost and expense, will install or cause to be installed all necessary connections between the Developer Improvements constructed or erected by it on the Leased Property and the water, sanitary and storm drain mains and mechanical and electrical conduits whether or not owned by the City and/or the Miami -Dade Water and Sewer Authority or other utility. Devel- oper shall pay for the additional cost, if any, of locating and -45- 15 7.-1'41. installing new facilities for sewer, water, electrical, and other utilities as needed to service the Leased Property. Section 3.11. Permits and _Approvals. Developer shall secure and pay for any and all permits and approvals necessary for proper construction and completion of the Developer improve- ments with the exception of any permits and/or approvals required pursuant to Chapter 380, Florida Statutes and Chapter 33A of the Dade County Code, (collectively referred to as the "Environmental Laws"), if any, the costs of which shall be borne entirely by the City. Developer shall secure any and all permits and approvals specifically required to perform any and all of the work or operations, other than those which are the obligation of City, contemplated to be done or performed under any of the provisions of this Agreement including, but not limited to, any alterations and renovations made pursuant to Section 3.14 hereof, and shall pay any and all fees and charges due to and collected by the City in connection with the issuance of any such permits and approvals. Developer shall also pay for any impacts or exactions for which he is responsible hereunder. In connection with the satisfaction of any requirements imposed by the Environmental Laws, the City agrees to pursueand obtain, at its sole expense, all Environmental Law aprovals necessary to permit the development of the Project in accordance herewith, including, but not limited to, if necessary, a binding letter of Development of Regional Impact status, Development of Regional Impact Development Approval, Dade County Development of -4b- 87..1'41. County impact ("DIC") approval, and any and all environmental permits which are needed for the development of all portions of the Leased Property. The City shall be financially responsible for filing and processing any necessary documentation submitted in connection therewith, provided, however, that nothing herein contained shall be construed to require the City or Developer to take any act or expend any funds in order to comply with any of the conditions contained within any Development Order, or other official action, issued as a result of these pursuits. However, in the event that any act must be taken or funds expended in order to comply with any Development Order or other official action, and City does not take such action or expend such funds, Developer shall have the right to cancel this Lease, upon written notice thereof to City and thereby be relieved of all obligations hereunder. Developer shall have the right to review and approve any such documentation prior to its submission to the relevant governmental agency, and shall be notified of all meetings with governmental staff or officials related to the processing of any of the aforesaid administrative proceedings so that Developer or its representative shall have the option of attending such meetings. Developer agrees to cooperate with the City to the maximum extent possible in these administrative proceedings, including, but not limited to, providing such technical assistance and information as Developer may have reasonably available to contribute to the City's efforts. -47- 87.1`41. Section 3.12. COMpliance with Laws. Subject to the City satisfying all requirements imposed by Environmental Laws and compliance with such other municipal laws, ordinances, rules, regulations, orders and notices which are City's obliga- tion, Developer will comply in every respect with any and all federal, state, county and municipal laws, ordinances, rules, regulations, orders and notices now or hereafter in force or issued which may be applicable to any and all of the work or operations to be done, performed or carried on by Developer under the provisions of this Agreement including alterations and renovations pursuant to Section 3.14 of this Agreement. Nothing herein shall limit the right of Developer to contest the validity or enforceability of any statute, law, ordinance, rule, regulations, order or notice with which Developer may be required to comply hereunder. Section 3.13. Extension of Time Requirements. The times within which Developer must submit Preliminary Plans, Construction Plans and evidence of equity capital and commit- ments for mortgage financing, and the times within which Developer must commence and complete the development of the Leased Property and the construction of the Developer Improvements thereon as specified in this Article may be extended in writing by the City Manager upon the reasonable request of Developer, subject to Section 7.4 which otherwise provides an extension, for such periods of time as he deems advisable, for good and sufficient cause shown by the Developer -48- 8 74=1'41. to the reasonable satisfaction of the City Manager. Any such extension of time shall be in writing and in such form as will enable it to be recorded among the Public Records of Dade County. Section 3.14. Alterations and Renovations. After the completion of construction of the Developer Improvements, Devel- oper from time to time may make such alterations or renovations thereof as it shall deem desirable, provided such alterations or renovations are in compliance with the applicable provisions of the City of Miami Code of Ordinances. Furthermore, no single renovation or alteration which affects the exterior appearance 10 of the Developer Improvements or substantially affects the overall character and appearance of the Project or which costs Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00) or more shall be made unless the City Manager shall have approved definitive construction plans and specifications therefore, which approval shall not be unreasonably withheld. The City Manager shall, within thirty (30) days of receipt of the request to review such plans and specifications, grant approval or disapproval, as appropriate, otherwise such plans and specifications shall be deemed approved. If such plans and specifications are not approved by City Manager and the parties cannot agree upon an acceptable set of plans and specifications, then such dispute shall be resolved in accordance with the arbitration provisions of Article XIII hereof. Developer must also secure and pay for any and all permits and approvals required to perform any of the contemplated alterations or reno- vations. -49- 8 7= i'41. ARTICLE IV LAND USES Section 4.1. Land Uses. Developer and the City agree, for themselves and their successors and assigns, to devote the Leased property to the uses specified in this Agreement and to be bound by and comply with all of the provisions and conditions of this Agreement. Section 4.2. Character and Operation of Improvements. The parties recognize and acknowledge that the manner in which the Leased Property and Improvements are developed, used and operated are matters of critical concern to the City by reason of the economic development of the downtown area of the City. From time to time Developer will establish such reason- able rules and regulations governing the use and operation by Subtenants of their premises as Developer shall deem necessary or desirable in order to assure the level of quality and charac- ter of operation of the Developer Improvements required herein, and it will use all reasonable efforts to enforce such rules and regulations. In the event the Developer Improvements are converted to condominiums, Developer shall prepare condominium documents establishing such reasonable rules and regulations governing the occupancy of condominium owners of their premises. Said docu- ments are subject to the approval of the City Attorney and the rules and regulations included therein shall be in accordance with the provisions set forth in Chapter 718, Florida Statutes, -54- 8'74=141. governing condominiums and shall not conflict with this Lease or City's interest. ARTICLE V ANTI-SPECULATJON: ASSIGNMENT Section 5.1. Definitions. As used herein, the term, (a) "Transfer" means: (i) any total or partial sale, assignment, conveyance, or transfer in any mode or form other than to an is Affiliate, as hereinafter defined, of or with respect to the leasehold estate in the Leased Property (other than by a Leasehold Mortgage, Financing Sublease or other Sublease or such other transfers as are necessary to create a valid leasehold condominium, pursuant to Chapter 7180 Florida Statutes, as amended). (ii) any transfer of a majority of the stock of the General Partner of Developer other than to an Affiliate. 40 (iii) any Sublease, other than to an Affiliate, of over fifty (50) percent of the Leaseable Area of the Project to a single Subtenant or Subtenants who are related in their ownership (i.e. more than 50% of the ownership interests in each of the Subtenants is held by the same person or persons), except for a Financing Sublease. (b) "Affiliate" means: with respect to another person, (a) any person directly or indirectly owning, -51- 8'7-1'41. r T controlling or holding with power to vote ten percent (10%) or more of the outstanding voting securities of such other person; (b) any person ten percent (10%) or more of whose outstanding securities are directly or indirectly owned, controlled or held with power to vote by such other person; (c) any person directly or indirectly controlling, controlled by or under common control with such other person; (d) any officer, director, employee or partner of such other person; (e) if such other person is an officer, director, employee or partner, any company for which such person acts in any such capacity; and (f) any close relative or spouse of the specified person. Section 5.2. Purposes of Restrictions on Transfer. This Lease is granted to Developer solely for the purpose of development of the Leased Property and its subsequent use in accordance with the terms hereof, and not for speculation in landholding. Developer recognizes that, in view of, (a) The importance of the development of the Leased Property to the general welfare of the community; and (b) The substantial financing and other public aids that have been made available by the City for the purpose of making such development possible, the qualifications and identities of the Developer and Owners (as defined below) are of particular concern to the community and the City. Developer further recognizes that it is because of such qualifications and identities that the City is entering into this Lease with Devel- oper, and, in so doing, is further willing to accept and rely on -52- 8 7.-1'4I r r the obligations of Developer for the faithful performance of all undertakings and covenants by it to be performed. Section 5.3. Transfers. Developer, on behalf of itself and any and all persons or entities owning a 1% or greater interest in the stock of the General Partner of Developer (such persons or entities being hereinafter referred to as "Owner"), represent and warrant that neither Developer nor any Owner has made, created or suffered any Transfers not permitted hereunder. Except as permitted pursuant to 40 subparagraphs (a) through (i) hereof, no Transfer may be made, suffered or created by Developer or any Owner. The following Transfers shall be permitted hereunder: (a) Any Transfer to an Affiliate. (b) Any Transfer directly resulting from the fore- closure of a Leasehold Mortgage or the granting of a deed or assignment in lieu of foreclosure of a Leasehold Mortgage or any Transfer made by the purchaser at foreclosure of a Leasehold 40 Mortgage or by the grantee of a deed or assignment in lieu of foreclosure of a Leasehold Mortgage, provided that such pur- chaser, grantee or assignee is an Institutional Investor or an agent, designee or nominee of an Institutional Investor which is wholly owned or controlled by an Institutional Investor, and that such purchaser, grantee or assignee within two (2) months after taking possession of the Project shall have entered into an Acceptable Operator Agreement as described in subsection 6(c)(iv) of this Agreement. -53- 8'7. 1'4 1 . T (c) Any Transfer directly resulting from a conveyance to a Lender/Landlord of the Developer's interest provided that such transferee, within thirty (30) days after taking possession of the Project, shall have entered into an Acceptable Operator Agreement as described in Subsection 6(c)(iv) of this Agreement. (d) From and after the date that the Project has been in operation for three (3) years after the Opening Date, any Transfer to (i) an Acceptable Operator consented to by the City Manager and the City Commission or (ii) a purchaser having a 40 good reputation and financial resources in the opinion of the City Manager and the City Commission to own the Project (an "Acceptable Purchaser") that shall have entered into an Acceptable Operators Agreement with an Acceptable Operator. (e) Any Transfer to a joint venture, general or limited partnership, syndicate joint stock association or Massachusetts business trust, a substantial interest in which is held by Developer and the other interests in which are held by 40 an Institutional Investor or by such other persons, firms, corpo- rations, or other entities as to which the City Manager shall have given his approval, which shall not be unreasonably withheld, provided that, within thirty (30) days after gaining possession of the Project, the Transferee shall have entered into an Acceptable Operator Agreement as described in Subsection 6.1(c)(iv) of this Agreement. (f) Any Transfer to an entity which is not an Owner, all of the stock or other form of ownership interest of which is owned by an Owner or Owners or Affiliates thereof. -54- 87rr-f41. (g) Any Transfer by a limited partner, or the admission of additional limited partners. (h) Any Transfer resulting from the death or dissolu- tion of an owner provided that same does not result in the dissolution or termination of Developer or any general partner of Developer. (i) Developer shall be permitted to syndicate the Project thereby creating additional limited partners without such syndication consituting a Transfer or requiring the 40 approval of the identity of the limited partners by the City Manager. Any consent to a Transfer shall not waive any of the City's rights to consent to a subsequent Transfer. Any Transfer made in violation of the terms hereof shall be null and void and of no force and effect. Provided a transfer is permitted here- under, City shall provide its written acknowledgement and con- sent thereto upon receipt of a written request therefor. 40 Section 5.4. Notice of Transfer; Information as to Shareholders. (a) With respect to any Transfer which must be approved by the City, Developer shall give or cause to be given to the City written notice (including all information necessary for the City to make an evaluation of the proposed Acceptable Operator according to the requirements of this Agreement) of any Transfer of which Developer or its officers shall have knowl- edge, not less than thirty (30) days prior to any such proposed -55- 8'7.-1'41. r r Transfer and the City shall within fifteen (15) days of its receipt of such information, advise Developer if it shall con- sent to same. 1f the City shall not consent to a Transfer, the City Manager shall state the reasons for such disapproval in his notice to Developer withholding his consent. If the City is not required to consent to a Transfer pursuant to the terms hereof, Developer shall notify the City in writing of same within fifteen (15) days after the date of Transfer or the date that Developer or its officers otain knowledge of such Transfer, 40 whichever occurs later. (b) Developer shall, from time to time throughout the term of this Lease as the City shall reasonably request, furnish the City with a complete statement, subscribed and sworn to by the President or Vice -President and the Secretary or Assistant Secretary of the general partner of Developer, setting forth the full names and addresses of the Owners and the extent of their holdings, and in the event any other parties have a beneficial interest in such stock, their full names and addresses and the extent of such interest as determined or indicated by the records of Developer, by inquiry which such officers shall make of all parties who on the basis of such records own a one percent (1%) or more ownership interest in the General Partner of the Developer or by such other knowledge or information as such officers shall have. Notwithstanding the foregoing, the information required by this subparagraph (b) shall not be required to be furnished with respect to the shareholders of any Owner whose shares are publicly traded. -56- 87,-1'41. r (c) "Owner whose shares are publicly traded" means an Owner: (i) who has filed an effective registration state- ment with the Securities & Exchange Commission (or its suc- cessor) with respect to the shares of any class of its voting stock or of all classes of any other form of owner- ship interest which includes voting rights; and (ii) whose voting stock and other form of owner- ship interest described in clause (i) is listed for trading 40 purposes on a securities exchange subject to the regulatory jurisdiction of the Securities & Exchange Commission (or its successor) or is publicly traded over the counter. Section 5.5. Effectuation of Certain Permitted Trans- fers. No Transfer of the nature described in subsections (d) and (e) of Section 5.3 shall be effective unless and until the entity to which such Transfer is made, by instrument in writing satisfactory to the City Manager and in form recordable among the Public Records, shall, for itself and its successors and assigns, and especially for the benefit of the City, expressly assume all of the obligations of Developer under this Lease and agree to be subject to all conditions and restrictions to which Developer is subject; provided however, that any Lender, Leasehold Mortgagee, Lender/Landlord transferee shall not be required to assume any personal liability under this Lease with respect to any matter arising prior or subsequent to the period of such transferee's actual ownership of the leasehold estate -57- 8'7� 1'41. created by this Lease (it being understood, and provided further, that the fact that any such transferee of, or any other successor in interest whatsoever to, the leasehold estate in the Leased Property or the Improvements, or any part thereof, shall, for whatever the reason, not assume such obligations or so agree, shall not (unless and only to the extent otherwise specifically provided in this Lease or agreed to in writing by the City) relieve or except such transferee or successor of or from such obligations, conditions or restrictions, or deprive or limit the City of or with respect to any rights, remedies or controls with respect to the leasehold estate in the Leased Property or the construction of the Developer Improvements. Section 5.6. Transfers of the City's Interests. The City represents and agrees for itself, its successors and assigns, that the City has not made or created and that it will not during the term of this Lease, make or create or suffer to be made or created any total or partial sale, assignment, convey- 40 ance, mortgage, trust or power, or other transfer in any mode or form of or with respect to the City's reversionary interest in the Leased Property or any part thereof or any interest therein or any contract or agreement to do any of the same, to any purchaser, assignee, mortgagee or trustee unless such purchaser, assignee, mortgagee or trustee shall have the authority and the ability, in the Developer's opinion, to assume the obligations of the City under this Lease and the purchaser, assignee, mort- gagee or trustee shall expressly agree to assume the obligations -58- S'7.-1'41. of the City under this Lease, in a form satisfactory to Devel- oper and any Leasehold Mortgagee. Notwithstanding any such transfer and assumption, the City shall not be released from its obligations pursuant to Sections 2.8 and 3.5, which obligations are personal to the City and shall remain in effect during the term of this Lease. Section 5.7. Subletting. At the City's request, Developer shall provide to the City a copy of all Subleases excluding residential and parking subleases for the Project. Developer shall have the right to enter into Subleases of any part of the Leased Property or Developer Improvements at any time and from time to time during the term of this Lease with such Subtenants and upon such commercially reasonable terms and conditions as Developer shall, in its sole discretion, deem fit and proper, provided however, that Developer shall not enter into any Sublease with any Subtenant, which does not deal with Developer at arm's length without first obtaining the City's 00 approval, which approval the City shall not unreasonably withhold. If Developer shall contemplate making any Sublease with respect to which the City's approval is required pursuant to the foregoing sentence, Developer shall submit to the City a copy of such proposed Sublease together with any information concerning the identity of the Subtenant as the City may reasonably request. Within thirty (30) days after submission of such proposed Sublease and information, the City shall notify Developer whether the proposed sublease is approved. In the -59- 87_ f41. r i` event the City shall fail to so respond within thirty (30) days after submission of such Sublease and information, the same shall be conclusively deemed to have been approved by the City. Section 5.8. Minority. Participation in Ownership. Developer agrees that not less than (,%) of the ownership interest in the General Partner of the Developer shall be held by persons who are Black Americans or Hispanic Americans or entities who would qualify as a Minority Business Enterprise controlled by Black Americans or Hispanic Americans as the term 40 "Minority Business Enterprise" is defined in that certain Minority Participation Agreement attached hereto as Exhibit G. ARTICLE VI MORTGAGE FINANCING: RIGHTS OF MORTGAGEE Section 6.1. Leasehold Mortgage. (a) Notwithstanding the provisions set forth in Article V hereof regarding any assignment of this Lease, but to subject to the provisions of this Article VI, provided that an Event of Default has not occurred and is not continuing, Devel- oper shall have the right at any time and from time to time to encumber the leasehold estate created by this Lease and any improvements by mortgage, Sale-Subleaseback transaction, deed of trust or other security instrument, including, without limita- tion, an assignment of the rents, issues and profits from the Project to secure repayment of a loan or loans (and associated obligations) made to Developer by an Institutional Investor (as -60- 87-1'41. r r defined below) for the purpose of securing the financing of the construction of any Developer Improvements made pursuant to the terms of this Lease or for the long-term financing or refinanc- ing of any such Improvements or for the capital infusion needed by Developer to operate the Project. Developer shall deliver to City promptly after execution by Developer a true and certified copy of any Leasehold Mortgage (as defined below), or any Financing Sublease and any amendment, modification or extension thereof, together with the name and address of the owner and oe holder thereof. Developer may not encumber the leasehold estate created by this Lease as security for any indebtedness of Developer with respect to any other property now or hereinafter owned by Developer. (b) For purposes of this Article VI: "Institutional Investor" shall mean any national bank organized under the laws of the United States or any commercial bank, mortgage banker or any savings and loan association, savings bank, trust company or insurance company organized under the laws of the United States or any state of the United States, or any pension, retirement or welfare trust or fund supervised by a government authority of any state or the United States or any such trust or fund administered by an entity which is supervised by a governmental authority; "Leasehold Mortgage" shall mean a mortgage, deed of trust or assignment of the rents, issues and profits from the Project, which constitutes a lien on the leasehold estate created by this Lease and on the fee interest of Developer in -61- 8'7� 1'41. r r any Improvements during the term of this Lease; and "Lender" shall mean an Institutional investor who is the owner and holder of a Leasehold mortgage or other security interest permitted herein, provided however, that the City shall have no duty or obligation to determine independently the relative priorities of any Leasehold Mortgages, but shall be entitled to rely absolutely upon a preliminary title report current as of the time of any determination of the priorities of such Leasehold Mortgage and prepared by a generally -recognized title insurance company doing business in Miami, Florida. (c) During the continuance of any Leasehold Mortgage until such time as the lien of any Leasehold Mortgage has been extinguished, and if a true and certified copy of such Leasehold Mortgage shall have been delivered to the City Manager together with a written notice of the name and address of the owner and holder thereof as provided in Section 6.1(a) above: G) The City shall not agree to any mutual termination nor accept any surrender of this Lease (except upon the expiration of the full term of this Lease) nor shall the City consent to any material amendment or modifi- cation of this Lease or waive any rights or consents it may be entitled to pursuant to the terms hereof, without the prior written consent of Lender. (ii) Notwithstanding any default by Developer in the performance or observance of any covenant, condition or -62- S'7_ i'41. agreement of this Lease on the part of Developer to be per- formed or observed, the City shall have no right to termi- nate this Lease even though an event of default under this Lease shall have occurred and be continuing, unless and until the City Manager shall have given Lender written notice of such Event of Default and Lender shall have failed to remedy such default or to acquire Developer's leasehold estate created hereby or to commence foreclosure or other appropriate proceedings in the nature thereof, all as set forth in, and within the time specified by this Article VI. (iii) Subject to the provisions of subparagraph (iv) immediately below, Lender shall have the right, but not the obligation, at any time prior to termination of this Lease and without payment of any penalty, to pay all of the rents due hereunder, to provide any insurance, to pay any taxes and make any other payments, to make any repairs and improvements, to continue to construct and complete the Developer Improvements, to do any other act or thing required of Developer hereunder, and to do any act or thing which may be necessary and proper to be done in the perfor- mance and observance of the covenants, conditions and agree- ments hereof to prevent the termination of this Lease. All payments so made and all things so done and performed by Lender shall be as effective to prevent a termination of this Lease as the same would have been if made, done and performed by Developer instead of by Lender. -63- 87fi 1'41. t r (iv) Should any Event of Default under this Lease occur, Lender shall have ninety (90) days after receipt of written notice from the City Manager setting forth the nature of such Event of Default, to remedy same or, if the default is such that possession of the Project may be reasonably necessary to remedy the default, Lender shall, within such ninety (90) day period, commence and diligently prosecute a foreclosure action or such other proceeding as may be necessary to enable Lender to obtain such possession, ie provided that (1) Lender shall have fully cured -any default in the payment of any monetary obligations of Developer under this Lease within such ninety (90) day or longer period and shall continue to pay currently such monetary obligations as and when the same are due, (2) Lender shall within six (6) months of the date that it takes possession of the Leased Property enter into an agreement on terms and conditions reasonably acceptable to the City with an Accept- able Operator for the continued operation of the Project (hereinafter called "Acceptable Operator's Agreement"), and (3) Lender shall have acquired Developer's leasehold estate created hereby or commenced foreclosure or other appropriate proceedings in the nature thereof within such ninety (90) day period or prior thereto, and shall be diligently and continuously prosecuting any such proceedings to comple- tion. All rights of the City Manager to terminate this Lease as the result of the occurrence of any such Event of -64- 8'7_ 141. Default shall be subject to and conditioned upon the City Manager having first given Lender written notice of such Event of Default and Lender having failed to remedy such default or acquire Developer's leasehold estate created hereby or commence foreclosure or other appropriate proceed- ings in the nature thereof as set forth in and within the time period specified by this subparagraph (iv). (v) An Event of Default under this Lease which in the nature thereof cannot be remedied by Lender within the time periods provided shall nonetheless be deemed to be remedied if (1) within ninety (90) days after receiving written notice from the City Manager setting forth the nature of such Event of Default, Lender shall have acquired Developer's leasehold estate created hereby or commenced foreclosure or other appropriate proceedings in the nature thereof, (2) Lender shall diligently and continuously prosecute any such proceedings to completion, (3) Lender shall have fully cured any default in the payment of any monetary obligations of Developer under this Lease which do not require possession of the Project within such ninety (90) day period and shall thereafter continue to faithfully perform all such monetary obligations which do not require possession of the Project, and (4) within two (2) months after Lender shall have gained possession of the Project, Lender shall have entered into an Acceptable Operator Agreement. Upon the taking of possession of the Project by -65- 8'7_ 1'41. Lender, Lender shall perform all of the obligations of the Developer hereunder as and when the same are due except that a Lender shall not be bound by the provisions of Section 5.8 and 5.3 hereof. Notwithstanding the foregoing, the City agrees that Lender shall not be obligated to complete con- struction of the Developer Improvements if Lender shall suc- ceed to Developer's estate under this Lease. Any assignee or successor in interest to a Lender that has taken posses- sion of the Leased Property must, however, assume all of Developer's obligations hereunder (except as set forth in Sections 5.3 and 5.8 hereof), including, but not limited to, the construction obligation. (vi) If the Lender is prohibited by any process or injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy, debtor rehabilitation or insolvency proceedings involving Developer from commencing or prosecuting foreclosure or other appropri- ate proceedings in the nature thereof, the times specified in subparagraphs (iv) and (v) above for commencing or prose- cuting such foreclosure or other proceedings shall be extended for the period of such prohibition, provided that Lender shall have fully cured any default in the payment of any monetary obligations of Developer under this Lease and shall continue to pay currently such monetary obligations as and when the same fall due, and provided that Lender shall diligently attempt to remove any such prohibition. At any =66- 8'7.1'41. time that a Lender is in possession of the Leased Property pursuant to the terms hereof and at all times thereafter dur- ing the term of this Lease or any Renewal Term, the Rental obligation to the City shall be limited to an amount equal to the Basic Rental as defined in Section 2.5(a). (vii) The City Manager shall mail to Lender a duplicate copy by certified mail of any and all notices which the City may from time to time give to or serve upon Developer pursuant to the provisions of this Lease, and no 41 notice by the City Manager to Developer hereunder shall be deemed to have been given unless and until a copy thereof has been mailed to Lender. (viii) Foreclosure of a Leasehold Mortgage or any sale thereunder, whether by judicial proceedings or by virtue of any power of sale contained in the Leasehold Mortgage, or any conveyance of the leasehold estate created hereby from Developer to Lender by virtue or in lieu of the foreclosure or other appropriate proceedings in the nature thereof, shall not require the consent of the City or con- stitute a breach of any provision of or a default under this Lease. Upon such foreclosure, sale or conveyance, the City shall recognize Lender, or any other foreclosure sale pur- chaser, as tenant hereunder, except that all obligations on Developer herein contained shall be binding on the Lender only from and after the date that it shall take title to the Developer's leasehold estate unless otherwise provided in -67- t this Article VI; provided, that Lender or any such fore- closure sale purchaser must enter into an Acceptable Opera- tor Agreement, within two (2) months of the date of such foreclosure, sale or conveyance, and further provided, that in the event there are two or more Leasehold Mortgages or foreclosure sale purchasers (whether the same or different Leasehold Mortgages), the City shall have no duty or obli- gation whatsoever to determine the relative priorities of such Leasehold Mortgages or the rights of the different 40 holders thereof and/or foreclosure sale purchasers, in the event Lender subsequently assigns or transfers its interest under this Lease after acquiring the same by foreclosure or by an acceptance of a deed in lieu of foreclosure or subse- quently assigns or transfers its interest under any such new lease, and in connection with any such assignment or trans- fer Lender takes back a mortgage or deed of trust encumbering such leasehold interest to secure a portion of 40 the purchase price given Leasehold Mortgage as contemplated under this Section 6.1. Lender shall be entitled to receive the benefit of this Article VI and any other provisions of this Lease intended for the benefit of the holder of a Leasehold Mortgage. Any person or entity to whom this Lease or any such new lease is assigned must either enter into or assume Lender's obligations under an Acceptable Operator Agreement. -68- 8 ■ ri4 i (ix) Should the City terminate this Lease by reason of any default by Developer hereunder, the City Manager shall give notice thereof to all Leasehold Mort- gagees and the City Manager shall, upon written request by Lender to the City Manager received within thirty (30) days after such termination, execute and deliver a new lease of the Project to Lender for the remainder of the term of this Lease with the same covenants, conditions and agreements (except for any requirements which have been satisfied by Developer prior to termination) as are contained herein, provided however, that the City's execution and delivery of such new lease of the Project shall be made without represen- tation or warranty of any kind or nature whatsoever, either express or implied, including without limitation, any repre- sentation or warranty regarding title to the Developer Improvements or the priority of such new lease (except as to actions taken by the City during the period commencing on the date of termination of this Lease and terminating on the date of such new Lease). The City's delivery of any Improvements to Lender pursuant to such new lease shall be made without representation or warranty of any kind or nature whatsoever, either express or implied, and Lender shall take any Improvements "as -is" in their then current condition (except as to any actions taken or improvements made by the City during such time as the Leased Property was not the subject of a Lease). Upon execution and delivery of -69- 87.1'41. such new lease, Lender at its sole cost and expense shall be responsible for taking such action as shall be necessary to cancel and discharge this Lease and to remove Developer named herein and any other occupant (other than as allowed by the City) from the Project. The City's obligation to enter into such new lease of the Leased Property with the Lender shall be conditioned upon Lender having remedied and cured all monetary defaults hereunder and having remedied and cured or having commenced and diligently completing the cure of all non -monetary defaults of Developer susceptible to cure by any party other than by Developer. If the City receives written requests in accordance with the provisions of this Section 6.1(ix) from more than one Leasehold Mort- gagee, the City shall only be required to deliver the new lease to the Leasehold Mortgagee who is, among those Lease- hold Mortgagees requesting a new lease, the holder of the most junior Leasehold Mortgage, provided that such Leasehold Mortgagee shall, not later than the execution of such new lease, either (1) pay in full the sums secured by any or all Leasehold Mortgages which are prior in lien to the Leasehold Mortgage held by such Leasehold Mortgagee, (2) or agree to reinstate the liens of any or all Leasehold Mortgages which are prior in lien to the Leasehold Mortgage held by such Leasehold Mortgagee with the same relative priority as existed prior to the termination of this Lease. If any Leasehold Mortgagee having the right to a new lease pursuant -70- 8'7irf41 to this Section 6.100 shall elect to enter into a new lease but shall fail to do so or shall fail to take the action required above, the City shall so notify all other Leasehold Mortgagees (if any) in writing and shall afford such other Leasehold Mortgagees a period of sixty (60) days from such notice within which to elect to obtain a new lease in accordance with the provisions of this Section. Except for any liens reinstated pursuant to this Section, any new lease entered into pursuant to this section shall be prior 10 to any mortgage or other lien, charge or encumbrance on the fee of the Leased Property or the improvements and shall have the same relative priority in time and in right as this Lease and shall have the benefit of all of the right, title, powers and privileges of Developer hereunder in and to the Leased Property and the Developer Improvements. At Devel- oper's request, the City will enter into an agreement with any Leasehold Mortgage granting to the Leasehold Mortgagee the rights set forth in this Article. If such new lease is 40 entered into pursuant hereto, the Lender shall be entitled to offset from the previous rentals due the City under this Lease, the net operating profit, if any, made by the City during the period that the City shall have operated the Project. (x) City and Developer shall cooperate in includ- ing in this Lease by suitable amendment from time to time any provision which may be requested by any proposed Lender, -71- Wrf41. or may otherwise be reasonably necessary, to implement the provisions of this Article VI; provided however, that any such amendment shall not in any way affect the term hereby demised nor affect adversely in any material respect any reasonable rights of the City under this Lease. (xi) All rights and benefits afforded to a Leasehold Mortgagee hereunder shall also be afforded to a party providing financing to Developer pursuant to a Financing Sublease. Section 6.2. No Waiver of Developer's Obligations or, City's Rights. Nothing contained herein or in any Leasehold Mortgage shall be deemed or construed to relieve Developer from the full and faithful observance and performance of its cove- nants, conditions and agreements contained herein, or from any liability for the non -observance or non-performance thereof, or to require or provide for the subordination to the lien of such Leasehold Mortgage of any estate, right, title or interest of 40 the City in or to the Project or this Lease. ARTICLE VII REMEDIES Section 7.1. Events of Default - Developer. The fol- lowing events are hereby defined as "Events of Developer's Default": (a) Failure - Payment of Money. Failure of Developer to pay any Basic Rental, Additional Rental or Public Charges or -72- 8'7,-f41. 1 any other payments of money as herein provided or required, when due and the continuance of such failure for a period of thirty (30) days after notice thereof from the City in writing. In the event that any payment or installment of Basic Rental or Additional Rental is not paid to the City on the date the same becomes due and payable Developer covenants and agrees to pay to the City interest at the Default Rate on the amount thereof from the date which is thirty (30) days after the date such payment became due to the date payment is made. All 10 payments of money, other than the payment of Basic Rental required to be paid to the City by the Developer under this Lease, including interest, penalties and contributions, shall be treated as Additional Rent. (b) Failure Performance of Other Covenants, Etc Failure of Developer to perform any of the other covenants, conditions and agreements which are to be performed by Developer in this Lease, and the continuance of such failure for a period of ninety (90) days after notice thereof in writing from the City to Developer (which notice shall specify the respects in which the City contends that Developer has failed to perform any such covenants, conditions and agreements) shall constitute an Event of the Developer's Default, unless such default is one which cannot reasonably be cured within ninety (90) days and the Developer within said ninety (90) day period shall have commenced and thereafter shall have continued dilinentZv tn prosecute all actions necessary to cure such default, in which -73- 8'7r 1'4t . event the grace period for curing the default shall extend until the default is cured. (c) Bankruptcy. Etc. (i) If an order or relief shall be entered upon any petition filed by or against Developer, as debtor, seeking relief (or instituting a case) under Chapters 7, 9, 11 or 13 of the Bankruptcy Code of 1978, 11 U.S.C. (Sec. 10 et seq.) or any successor thereto; or (ii) If Developer admits its inability to pay its debts, or if a receiver, trustee or other court appointee is appointed for all or a substantial part of Developer's property; or (iii) If the leasehold interest of Developer is levied upon or attached by process of law for a debt or judgment which exceeds $ ; or (iv) If Developer makes an assignment for the benefit of creditors or takes the benefit of any insolvency 40 act, or if any proceedings are filed by or against Developer to declare Developer insolvent or unable to meet its debts; or (v) If Developer shall abandon the Leased Property during the term of this Lease or any renewals or extensions thereof; or (vi) If Developer shall assign this Lease or sublet any portion of the Leased Property, except as permitted herein. -74- 87" f41. 0 Section 7.2. Remedies for Developer's Default. If any of the Events of Developer's Default shall occur, the City may, at its option, institute such proceedings as in its opinion are necessary to cure such defaults or to compensate the City for damages resulting from such defaults, including but not limited to the right to give to the Developer a notice of termination of this Lease. If such notice is given, then, except as otherwise provided in and subject to the provisions of Article VI hereof, the term of this Lease shall terminate upon the date specified in such notice from the City to Developer, as fully and completely as if that date were the date herein originally fixed for the expiration of the term of this Lease, and on the date so specified, Developer shall then quit and surrender the Leased Property to the City in accordance with Section 11.5. Upon the termination of this Lease, as provided in this Section 7.2, all rights and interest as well as obligations of the Developer in, to and with respect to the Leased Property and every part thereof shall cease and terminate and the City may, in addition to any other rights and remedies it may have, retain all sums paid to it by the Developer under this Lease. The remedies hereunder shall be cumulative. Section 7.3. Events of Default-- City. (a) Events of Default. The failure of the City to perform any of the covenants, conditions and agreements of this Lease which are to be performed by the City and the continuance of such failure for a period of ninety (90) days after notice -75- S•w1t41 . thereof in writing from Developer to the City (which notice shall specify the respects in which Developer contends that the City has failed to perform any of such covenants, conditions and agreements), shall constitute an "Event of the City's Default", Provided, however, that if such default is one which cannot reasonably be cured within such ninety (90) day period and the City, within such ninety (90) day period, shall have commenced and thereafter shall continue diligently to prosecute all actions necessary to cure such defaults, then, in that event, the grace period for curing the default shall extend until the default is cured. (b) Remedies for City's Default. If an Event of the City's Default shall occur, Developer, to the fullest extent permitted by law, shall have the right to pursue any or all of the following remedies: (i) The right and option to terminate this Lease and all of Developer's obligations hereunder by giving written notice of such election to the City whereupon this Lease shall terminate as of the date of such notice; (ii) The right to a writ of mandamus, injunction or other similar relief, available to it under Florida law against the City (including any or all of the members of its governing body, and its officers, agents or representative) provided, however, that in no event shall any member of such governing body or any of its officers, agents or representa- tives be personally liable for any of the City's obligations to Developer hereunder; -76- 8'7,-1'41. (iii) The right to maintain any and all actions at law or suits in equity or other proper proceedings to obtain damages resulting from such default and/or specific performance of City's obligations hereunder. (iv) The right to cause the City to indemnify Developer from any past, present or future obligations under this Lease, which indemnification shall be provided upon written demand. The remedies hereunder shall be cumulative. Section 7.4. Unavoidable Delgy. For the purpose of any of the provisions of this Agreement, neither the City (including the City Manager) nor Developer, as the case may be, nor any successor in interest, shall be considered in breach of or in default in any of its obligations, including but not limited to the preparation of the Leased Property for development, or the beginning and completion of construction of the Developer Improvements or City Improvements, or progress in respect thereto, in the event of unavoidable delay in the performance of such obligations due to strikes, lockouts, acts of God, unusual delay in obtaining or inability to obtain labor or materials due to governmental restrictions, enemy action, civil commotion, fire, unavoidable casualty or other similar causes beyond the reasonable control of a party (not including such party's insolvency of financial delays in condition), or unusual delays in obtaining site plan approvals or other -77- S`7_ i}41. governmental approvals, (including but not limited to delays in disbursement of funds from the Dade County Documentary Surtax Advisory Council pursuant to that certain application of John S. Cruz Construction Co., Inc. submitted on June 3, 1986 and approved by the Council on January 21, 1987, and delays in the availability of funding pursuant to that certain UDAG Grant Agreement for UDAG Grant No. B-86-AA-12-0084, which was preliminarily approved by HUD on July 3, 1986), provided, however, that such delays are not caused by the party claiming such breach or default. It is the purpose and intent of this paragraph that, in the event of the occurrence of any such unavoidable delays, the time or times for the performance of the covenants, provisions and agreements of this Lease, including but not limited to the obligations of the City and the City Manager with respect to the preparation of the Leased Property for development and completion of the City Improvements or of Developer with respect to construction of Developer Improvements, shall be extended for the period of unavoidable delay ; provided however, that the party seeking the benefit of the provisions of this section shall, within thirty (30) days after such party shall have become aware of such unavoidable delay, give notice to the other party thereof, in writing, of the cause or causes thereof and the time delayed. Section 7.5. Obligations. Rights and Remedies Cumulative. The rights and remedies of the parties to this Agreement, whether provided by law or by this Agreement, shall -78- 8'7_ f41. be cumulative, and the exercise by either party of any one or more of such remedies shall not preclude the exercise by it, at the same or different times, of any other such remedies for the same default or breach or of any of its remedies for any other default or breach by the other party. Any waiver made by either party with respect to performance, or manner, or time thereof of any obligation of the other party or any condition to its own obligation under this Agreement shall be deemed solely a waiver for the particular obligation or condition expressly waived and . shall not be considered a waiver of any other obligation of the other party or any other rights of the party making the waiver. ARTICLE VIII PROTECTION AGAINST MECHANICS' LIENS AND OTHER CLAIMS. INDEMNIFICATION Section 8.1. Mechanics' Liens and Payments of Obligations. (a) Developer to Discharge Mechanics' Liens. Developer shall not be given possession of the Leased Property or authorized to begin construction thereon prior to the recording of this Lease or a Memorandum hereof so as not to subject the fee interest of the City to mechanics' liens. If any such mechanics' liens shall at any time be filed against the Leased Property, Developer shall promptly take and diligently prosecute appropriate action to have the same discharged or to contest in good faith the amount or validity thereof and if -79- 8'7irf41. unsuccessful in such contest, to have the same discharged. Upon Developer's failure so to do, the City, in addition to any other right or remedy that it may have, may take such action as may be reasonably necessary to protect its interest, and Developer shall pay any reasonable amount paid by the City in connection with such action, and all reasonable legal and other costs and expenses incurred by the City in connection therewith (including reasonable counsel fees, court costs and other necessary disbursements). Any such amounts paid by the City and the amount of any such expenses or costs incurred by the City, if not paid by Developer to the City within thirty (30) days after the date Developer receives written notice from the City of the amount thereof and demand for payment of the same, shall, together with interest thereon at the Default Rate from the date of the receipt by Developer of the aforesaid written notice and demand to the date of payment thereof by Developer, be treated as Additional Rental, and shall be payable by Developer to the City not later than the neat monthly installment of the Basic Rental becoming due. (b) Payment of Materialmen and Suppliers. Developer shall make, or cause to be made, prompt payment of all money due and legally owing to all persons doing any work or to subcon- tractors in connection with the development, construction, equipment, repair or reconstruction of any of the Developer Improvements required by this Agreement to be constructed by Developer on the Leased Property. Nothing in this subparagraph -80- 878:141. (b) shall limit the right of Developer to contest, in good faith, by legal proceedings or otherwise, whether any amount claimed or alleged to be due and owing to any such person is legally due and owing and to withhold payment of such amounts pending resolution of such dispute. Section 8.2. Indemnity. Notwithstanding any policy or policies of insurance required of Developer, Developer shall indemnify and save harmless the City from and against any and all actions, claims or demands, suits at law, in equity or before administrative tribunals, due to the negligence or willful misconduct of Developer, its agents, servants, employees or contractors arising out of the use or occupancy of the Leased Property by such persons. Developer shall defend any and all such actions, claims, demands or suits on behalf of the City at Developer's sole cost and expense. The City shall indemnify and save harmless Developer from and against any and all claims or demands, suits at law, in equity or before administrative tribunals, due to the negligence or willful misconduct of the City, its agents, servants, employees, or contractors arising out of the use or occupancy of the Leased Property by such persons. The City shall defend any and all such actions, claims, demands or suits on behalf of Developer at the City's sole cost and expense. ARTICLE IX INSURANCE Section 9.1. Insurance Coverage. Beginning on the Possession Date and during the term of this Lease, Developer, at -81- 15 7=141. its sole cost and expense, shall maintain or cause to be maintained the following insurance coverages. The insurance provisions may be subject to the rights of the Leasehold Mortgagee or other permitted Lender, but in no event will the rights of the City be otherwise diminished. (a) Property Insurance. Insurance on the Developer Improvements against all risks of physical loss or damage, including the expense of the removal of debris of such property as a result of damage by an insured peril. Coverage shall be written on as broad an all risk form as is commercially avail- able. The insurance shall be written on a replacement cost basis. If the policy or policies of insurance contain a co-insurance requirement, the policy or policies shall contain an agreed amount endorsement. During the construction period, property insurance may be provided on a completed value builder's risk form. The City and Developer shall be listed as named insureds on such builder's risk policy. The term "Developer Improvements", as used in this paragraph, shall be • deemed to include all personal property furnished or installed on the premises and owned by the Developer, and the insurance herein provided shall cover the same. The adequacy of the Insurance coverage may be reviewed periodically by the City Manager at his discretion. Any review by the City Manager shall not constitute an approval or acceptance of the amount of insurance coverage. In the event that insurance proceeds are inadequate to rebuild and restore -82- 93 ' r=1.141. 9 & the damaged improvements substantially to their previous condition before an insurable loss occurred, and the cause of the deficiency in insurance proceeds is the failure of the Developer to adequately insure the Developer Improvements as required by this Agreement, Developer must nevertheless rebuild and restore such Developer Improvements pursuant to the terms hereof and must pay the entire cost of same notwithstanding the fact that such insurance proceeds are inadequate or, in the alternative, pay the difference between the cost of rebuilding and restoring the Developer Improvements, and the value of the insurance proceeds. (b) Rental Value Insurance. Rental value insurance, so that Developer will be insured against loss of rental income from the Developer Improvements occasioned by any of the insured against perils included in the Property Insurance policy during the period required to rebuild, repair or replace the property damaged, which policy or policies of insurance shall expressly provide by endorsement thereon that the interest of the City as lessor under this Lease shall be covered to the extent earned, in an amount equal to the total of Basic Rental payable during said period of business interruption. Rental Value Insurance shall commence at such time as Rentals are due and payable to the City. The adequacy of the Rental Value Insurance may be reviewed periodically by the City Manager at his reasonable discretion. Any review by the City Manager shall not constitute an approval or acceptance of the amount of insurance coverage. -83- 8'7.141. (c) Automobile. Liability Insurance. Automobile liability insurance and equivalent policy forms covering all owned, non -owned, and hired vehicles used in connection with any work of Developer arising out of this Agreement. Such insurance shall afford protection to at least a combined single limit for bodily injury and property damage liability of $1400,000 per occurrence. The adequacy of the automobile liability insurance coverage may be reviewed periodically by the City Manager at his discretion. Any review by the City Manager shall not constitute an approval or acceptance of the amount of insurance coverage. (d) Liability Insurance. Comprehensive general liability, including contractual liability, or an equivalent policy form providing liability insurance against claims for personal injury or death or property damage, occurring on or about the Leased Property, the Developer Improvements, or any elevator, escalator, or hoist thereon. Such insurance shall afford protection to at least a combined single limit for bodily injury and property damage liability of $1,000,000 per occur- rence. The adequacy of the liability insurance coverage shall be reviewed periodically by the City Manager at his reasonable discretion. Any review by the City Manager shall not constitute an approval or acceptance of the amount of insurance coverage. Such liability and property damage insurance shall also be placed in effect during the period of permitted access provided in Section 3.8 herein. -84- 8'7&A41. It is the City's intent that any liability insurance provided pursuant to this Section shall be deemed primary insurance coverage in the event of any loss arising from the premises and operations covered by this Agreement. (e) Worker's Compensation. Worker's Compensation and Employer's Liability insurance in compliance with Florida Statutes, Chapter 440. For work that is subcontracted, the Developer shall require the subcontractor to provide Worker's Compensation insurance for all of the subcontractor's employees. (f) Copies. Developer shall furnish Certificates of Insurance with the City named as additional insured for the coverages specified hereunder which shall clearly indicate that Developer has obtained insurance in the type, amount and classifications herein required. Copies of all policies of insurance and renewals thereof shall be furnished upon request of the City Manager by the Developer prior to the effective date thereof. Copies of new or renewal policies replacing any . policies expiring during the term of this Lease shall be delivered to City Manager at least ten (10) days prior to the date of expiration of any policy, together with proof satisfactory to the City that all premiums have been paid. Section 9.2. Responsible Companies - Blanket Insurance Permitted. All insurance provided for in this Article IX shall be effected under valid and enforceable policies issued by insurers of recognized responsibility, which are licensed to do business in the State of Florida. All such companies must be -85- 8'7..1'41. rated at least "A" as to management, and at least "Class X" as to financial strength in the latest edition of Best's Insurance Guide, published by Alfred M. Hest Co., Inc., 75 Fulton Street, New York, NY. The insurance required by this section may be Part of another policy or policies of the Developer in which other properties and locations are also covered so long as the amount of insurance available to pay losses at this location is at least the minimum required by this section, and it cannot be reduced in any manner by losses occurring at other properties or locations. Section 9.3. Named Insureds Notice to City of Cancellation. All policies of insurance described herein shall name Developer and the City as insureds as their respective interests may appear. The policies shall also name as insured, if required by either party or required pursuant to the terms of any Leasehold Mortgage or Financing Sublease, any Leasehold Mortgagee as the interest of any such Leasehold Mortgagee may appear. Notwithstanding any such inclusion, the parties hereto agree that any losses under such policy shall be payable, and all insurance proceeds recovered thereunder shall be applied and disbursed in accordance with the provisions of this Lease. All insurance policies shall provide that no material change, cancellation or termination shall be effective until at least thirty (30) days after receipt of written notice thereof has been received by the City. Each policy shall contain an endorsement to the effect that no act or omission of the omm 8 7.:-141. Developer shall affect the obligation of the insurer to pal► the full amount of any loss sustained. Section 9.4. City May Procure Insurance if Developer Fails to Do.So. In the event Developer at any time refuses, neglects or fails to secure and maintain in full force and effect any or all of the insurance required pursuant to this Agreement, the City, at its option, may procure or renew such insurance, and all amounts of money paid therefore by the City shall be treated as Additional Rental payable by Developer to A* the City together with interest thereon at the Default Rate from the date the same were paid by the City to the date of payment thereof by Developer. The City shall immediately notify Developer in writing of the date, purposes and amounts of any such payments made by it, which shall be payable by Developer to the City within ten (10) days of such notification. Section 9.5. Insurance Does Not Waive Developer's Obligations. No acceptance or approval of any insurance . agreement or agreements by the City or the City Manager shall relieve or release or be construed to relieve or release Developer from any liability, duty or obligation assumed by, or imposed upon it by the provisions of this Agreement. Section 9.6. Loss or Damage Not To Terminate Rental or This Agreement. Any loss or damage by fire or other casualty, of or to any of the Developer Improvements on the Leased Property at any time, shall not operate to terminate this Agreement or to relieve or discharge Developer from the payment -87- 8'7..1'41. I of Rental, or from the payment of any money to be treated as Additional Rent in respect thereto, pursuant to this Agreement, as the same may become due and payable, as provided in this Agreement, or from the performance and fulfillment of any of Developer's obligations pursuant to this Agreement. Section 9.7. Proof of Loss. whenever any Developer Improvements, or any part thereof, constructed on the Leased Property (including any personal property furnished or installed in the premises) shall have been damaged or destroyed, Developer ' shall promptly make proof of loss in accordance with the terms of the insurance policies and shall proceed promptly to collect or cause to be collected, all valid claims which may have arisen against insurers or others based upon any such damage or destruction, Developer shall promptly give City written notice of such damage or destruction. Section 9.8. Property Insurance Proceeds. (a) Authorized Payment. Except as otherwise provided in subsection (c) of this Section 9.8, all sums payable for loss and damage arising out of the casualties covered by the property insurance policies shall be payable: (i) Directly to Developer, if the total recovery is equal to or less than the then Fair Market Value of Developer's property interest, except that if Developer is then in default under this Lease, such proceeds shall be paid over to City who shall apply the proceeds first to the rebuilding, replacing and repairing of the Leased Property lum 8'7_ 1'41. and then to the curing of such default. Any remaining proceeds shall be paid over to Developer; (ii) To the Insurance Trustee, if the total recovery is in excess of the amount described in (i) above to be held -by such Insurance Trustee pending establishment of reconstruction, repair or replacement costs and shall be disbursed to Developer pursuant to the provisions of subparagraph (b) of this Section 9.8. If, at the time such proceeds become payable, there is a Leasehold Mortgage on the Leased Property, the Leasehold Mortgagee shall serve as the Insurance Trustee, but if there's no Leasehold Mortgage at that time, or if the Leasehold Mortgagee refuses to serve as Insurance Trustee, the Insurance Trustee shall be such commercial bank or trust company as shall be designated by Developer and approved by the City Manager, which approval shall not be unreasonably withheld or delayed. (b) Disposition of Insurance Proceeds for Reconstruc- tion. All amounts received upon such policies shall be used, to the extent required, for the reconstruction, repair or replacement of the Developer Improvements and the personal property of Developer contained therein, so that the Developer Improvements or such personal property shall be restored to a condition comparable to the condition prior to the loss or damage (hereinafter referred to as "Reconstruction Work")., From the insurance proceeds received by the Insurance Trustee, there shall be disbursed to Developer such amounts as are required for -89- 8 7,-1'41. 0 the Reconstruction Work. Developer shall submit invoices or proof of payment to the Trustee for payment or reimbursement in accordance with an agreed schedule of values approved in advance by the City Manager. Any amount remaining in the hands of the Insurance Trustee after the completion of the Reconstruction Work shall be paid to Developer. (c) Lenders and Lender/Landlords May Have Benefit of Insurance Fund for Reconstruction. In the event Developer, ' pursuant to any Leasehold Mortgage or Financing Sublease, shall at any time authorize the Lenders or Lender Landlords on his behalf or in his stead to enter upon the Leased Property and undertake or prosecute the reconstruction or repair of any building on the Leased Property damaged or destroyed by fire, or other insured -against hazard or peril and to have and receive for Developer's or Leasehold Mortgagee's use for such purpose such insurance proceeds, then in that case said insurance ' proceeds shall be equally available to such Leasehold Mortgagee and Developer as provided in subsection (b) of this Section 9.8, and it shall in like manner and to like extent at the request of any such Leasehold Mortgagee, be applied to the reconstruction or repair of any such building so damaged or destroyed. Section 9.9. Covenant for Commencement and Completion of Reconstruction. Subject to the provisions of Section 9.1(b) and Section 9.10, Developer covenants and agrees to commence the Reconstruction Work as soon as practicable but in any event -90- 87ra f41. within two (2) months after the available net insurance proceeds in respect of the destroyed or damaged improvements or personalty have been received, and to fully complete such Reconstruction Work as expeditiously as possible consistent with the nature of the damage, but in any event within twenty-four (24) months from the start thereof; provided, that if it is not practicable to commence such Reconstruction Work within such two (2) month period, or to complete such Reconstruction Work within such twenty-four (24) month period, then such Reconstruction iWork may be commenced and completed within a longer period, provided that such period shall be approved in writing by the City Manager after written request from Developer, which approval shall not be unreasonably withheld. As used in the preceding sentence, the term "available net insurance proceeds" means the sum actually paid by the insurer or insurers in respect of the claim in question, less all costs and expenses incurred by Developer or the Insurance Trustee in the collection, holding and disbursement of same, including (without limitation) reasonable attorneys' fees. Section 9.10. Developer's Rights In the Event of Uninsured Maior Casualty. In the event any part of the Developer Improvements or the Leased Property is damaged or destroyed by reason of any casualty which is not required to be insured against pursuant to Section 9.1 and is not in fact insured against, then at Developer's option, in lieu of rebuilding, replacing or repairing the portion of the Developer -91- 87=1'41. Improvements or the Leased Property so damaged or destroyed, Developer may give notice to the City, within sixty (60) days after the occurrence of such damage or destruction, of Developer's election to terminate this Lease as to the portion of the Developer Improvements or the Leased Property so damaged or destroyed and this Lease shall thereupon terminate as to such portion of the Leased Property and Developer shall have no further obligation hereunder with respect thereto, except that, if the City shall so request within sixty (60) days after such notice is given, Developer shall, at its expense, promptly demolish any buildings or other improvements situated on the portion of the Leased Property as to which this Lease shall have been terminated and shall clear and grade such portion of the Leased Property. The City and Developer shall, at the request of either, execute such instruments or documents as may be reasonably necessary or desirable in order to amend this Lease to delete such portion of the Leased Property from the description of the property demised hereby. If the Developer Improvements or the Leased Property which were uninsured, or for which there were no insurance proceeds, shall be substantially damaged or destroyed on any single casualty so that the Developer Improvements or the Leased Property shall be unsuitable for restoration for Developer's continued use and occupancy in Developer's business, then at Developer's option, in lieu of rebuilding, replacing or repairing the Developer Improvements or the Leased Property as provided in this Lease, -92- 8 7.-1'41. Developer may give notice to the City, within thirty (30) days after the occurrence of such damage or destruction, of Developer's intention to terminate this Lease on any business day specified in such notice which occurs not less than forty-five (45) nor more than sixty (60) days after the date of such damage or destruction, provided that such notice shall be accompanied by a certificate of the Developer, signed by the appropriate officer or general partner, stating that in the reasonable judgment of Developer, the Developer Improvements and the Leased Property are economically unsuitable for Developer's continued use and occupancy by reason of such damage or destruction. This Lease shall thereupon terminate on such termination date, except with respect to obligations and liabilities of Developer under this Lease, actual or contingent, which have arisen on or prior to such date. Upon giving any such notice of termination of this Lease, Developer shall, upon the City's request at Developer's expense, promptly demolish any building or other remaining improvement and shall clear and grade the Leased Property. ARTICLE X CONDEMNATION Section 10.1. Entire Leased Property Taken by Condemna- tion. In the event that the whole of the Leased Property and Developer Improvements (or such portion thereof as shall, in the -93- 87irm f41. good faith opinion of Developer, render it economically unfeas- ible to effect restoration thereof) shall be taken for any public use or purpose by the exercise of the power of eminent domain, or shall be conveyed by the City and Developer acting jointly to avoid proceedings of such taking, the Basic Rental and money to be treated as Additional Rental pursuant to this Agreement and the Public Charges shall be prorated and paid by the Developer to the date of such taking or conveyance, and this Lease shall terminate and become null and void as of the date of . such taking or conveyance. The award or awards of damages allowed to the City or Developer shall be paid as follows: (a) First, there shall be paid all expenses, if any, including reasonable attorneys' fees incurred by the City and Developer in such condemnation suit or conveyance (except that nothing contained in this Article shall require payment to the City of costs and expenses it may incur as the condemning authority); . (b) Second, City and Developer shall be paid portions of the balance of said award or awards which are allocable to and represented by the value of their respective interest in the Leased Property as found by the court or jury in its condemnation award or if no such separate awards are obtained such balance shall be paid to Developer and the City in the same proportion as the then Fair Market Value of each party's respective interest or estate in the Leased Property and the Developer Improvements bears to the total Fair Market Value of -94- 8'7.-1'41. the interests and estates of both parties in the Leased Property and Improvements thirty (30) days prior to the date of the taking. Section 10.2. Partial Taking of Leased Property by Condemnation. (a) In the event that less than all of the Leased Property or Developer Improvements shall be taken for any public use or purpose by the exercise of the power of eminent domain, or shall be conveyed by the City and Developer acting jointly to avoid proceedings of such taking, and Developer shall be of the good faith opinion that it is economically feasible to effect restoration thereof then this Lease and all the covenants, conditions and provisions hereunder shall be and remain in full force and effect as to all of the Leased Property not so taken or conveyed [except as provided in subsection (c) of this Section 10.2 and in Section 10.31. Developer shall to the extent condemnation proceeds are made available to it pursuant . to the terms hereof, remodel, repair and restore the Developer Improvements so that they will be comparable to the Developer Improvements prior to the condemnation taking into consideration the fact of the condemnation; provided however that in so doing, Developer shall not be required to expend more than the amount of any such award actually received by Developer less all costs and expenses (including reasonable attorneys' fees) incurred in the collection of same. -95- 8'7_ f41. (b) The award or awards of damages allowed to City and Developer shall be paid to and received by the parties as follows: (i) First, there shall be paid all expenses, if any, including any reasonable attorneys fees incurred by City and Developer in such condemnation suit or conveyance, except amounts expended by the City if it is the condemning authority; (ii) Second, there shall be paid to the Developer • the amount required to complete the remodeling and repairs to the Developer Improvements pursuant to (a) above; (iii) Third, there shall be paid to the City the value of the portion of the land so taken which land shall be valued as if unimproved and unencumbered; (iv) Fourth, City and Developer shall be paid portions of the balance of said award or awards, if any, which are allocable to and represented by the value of their . respective interest in the Leased Property as found by the court or jury in its condemnation award, or if no such separate awards are obtained, such balance shall be paid to Developer and the City in the same proportion as the then Fair Market Value of each party's respective interest or estate in the Leased Property and the Improvements bears to the total Fair Market Value of the interests and estates of both parties in the Leased Property and Improvements. IV= 87r. f4i . Section 10.3. Adjustment of Rent Upon Partial Taking. In the event a part of the Leased Property and the Developer Improvements thereon, if any, shall be taken for any public use or purpose by the exercise of the power of eminent domain, or shall be conveyed by City and Developer acting jointly to avoid proceedings of such taking then Basic Rental and money to be treated as Additional Rental pursuant to this Agreement and the Public Charges in respect of such part of the Leased Property shall be paid by Developer to the date of such taking or • conveyance and after such date the Rent for the remainder of the Leased Property shall be reduced by such an amount as may be agreed upon in writing by the parties hereto. Section 10.4. Taking for Temporary Use or of Leasehold Estate. If, by the exercise of the power of eminent domain or under threat thereof, the whole or any part of the Leased Property or the Developer Improvements shall be taken for temporary use or the whole or any part of the leasehold estate . created by this Lease shall be taken for temporary use, all awards or other payments shall be paid to Developer alone except that: (a) If any portion of any such award or payment on account of a taking for temporary use is made by reason of any damage to or destruction of any portion of the Developer Improvements, such portion shall be applied to pay the cost of restoration; and -97- 8'7,-1'41. • a (b) If any portion of an award or payment on account of a taking for temporary use relates to a period beyond the date of expiration of the term of this Lease and any Renewal Term, such portion shall be paid to the City; and (c) All payments of Basic Rental by the Developer shall continue as if no condemnation had taken place. For the purposes of this Section 10.4, Rentals payable shall be the average Basic Rentals payable in the immediate 3 year period prior to the notice of taking by condemnation or the period of • time since the Opening Date whichever period is lesser. In the event the taking for temporary use continues for over 1 year, the Basic Rental due for each consecutive year shall be increased by the percentage increase, as measured from the date of taking, in the Consumer Price Index for all Urban Consumers (U.S. City Average 1967= 100), or, if not available, such equivalent index. . ARTICLE XI RIGHTS OF OCCUPANCY AND ACCESS; MAINTENANCE; OWNERSHIP OF IMPROVEMENTS Section 11.1. Ouiet Enjoyment. The City represents and warrants that Developer, upon paying the rental pursuant to this Agreement and observing and keeping the covenants and agreements of this Agreement on its part to be kept and performed, shall lawfully and quietly hold, occupy and enjoy the Leased Property without hindrance or molestation by the City -98- 8'7irf41 v �J during the term of this Agreement or by any person or persons claiming under the City. Section 11.2. Waste. Developer shall not permit, commit or suffer waste or impairment of the Leased Property or the Developer Improvements thereon, or any part thereof. Section 11.3. Maintenance and Operation of Developer Improvements. Developer shall at all times keep the Developer Improvements constructed on the Leased Property and Developer's furnishings located therein in good and safe condition and repair as other first class projects in similar usage are kept (reasonable wear and tear excepted), and in the occupancy, maintenance and operation of such Developer Improvements, and of the Leased Property, shall comply with all laws, ordinances codes and regulations applicable thereto. Section 11.4. Ownership of Developer Improvements During Lease. Prior to the expiration or termination of this Lease title to the Developer Improvements shall not vest in the City by reason of its ownership of fee simple title to the Leased Property, but title to such Developer Improvements shall remain in Developer. If this Lease shall terminate prior to the expiration of the term hereof and if, at that time, any Leasehold Mortgagee shall exercise its option to obtain a new lease for the remainder of the term of this Lease pursuant to Article VI, then title to the Developer Improvements shall automatically pass to, vest in and belong to such Leasehold Mortgagee or any designee or nominee of such Leasehold Mortgagee 87.141. permitted hereunder, until the expiration or sooner termination of the term of such new lease. The City and Developer covenant that, to confirm the automatic vesting of title as provided in this paragraph, each will execute and deliver such further assurances and instruments of assignment and conveyance as may be required by the other for that purpose. During the term of this Lease, Developer shall be entitled to claim depreciation on the Improvements and all equipment, fixtures and machinery therein contained for all taxation purposes. Section 11.5. Surrender of Leased Property. Upon the expiration of ' the Lease term, or upon termination of this Agreement and the Lease term hereunder in respect to the Leased Property, title to the Developer Improvements shall vest in the City and it shall be lawful for the City to re-enter and repossess the Leased Property and the Developer Improvements thereon without process of law, and Developer in such event does hereby waive any demand for possession thereof and agrees to surrender and deliver the Leased Property and the Developer Improvements thereon without process of law peaceably to the City immediately upon such expiration or termination. Section 11.6. City and Developer to Join in Certain Actions. Within ten (10) days after receipt of written request from Developer, the City shall: (a) Join Developer when required by law in any and all applications for permits, licenses or other authorizations required by any governmental or public authority which has -100- 8'7_ 1'41. jurisdiction in connection with any work as may be reasonably necessary or appropriate for the construction of the Developer Improvements to be constructed by Developer on the Leased Property; and (b) Join Developer in any grants of, or grant such easements or rights with respect to vehicular access electric telephone, gas, water, sewer, steam and such other public utilities and facilities as may be reasonably necessary or appropriate for the construction, operation or use of the Leased Property or any Developer Improvements to be erected by • Developer thereon. Developer shall p p pay all fees and charges for all such applications and grants. ARTICLE XII MISCELLANEOUS PROVISIONS Section 12.1. No Partnership or Joint Venture. It is mutually understood and agreed that nothing contained in this Agreement is intended or shall be construed in any manner or • under any circumstances whatsoever as creating or establishing the relationship of co-partners, or creating or establishing the relationship of a joint venture between the City and Developer, or as constituting Developer as the agent or representative of the City for any purpose or in any manner whatsoever. Section 12.2. Recording, Documentary Stamps. This Agreement, or a memorandum hereof in form mutually satisfactory to the parties, shall be recorded among the Public Records of -101- 8 7_ 1'41. Dade County, State of Florida and either party may cause any modification or addition to this Lease or any ancillary document relevant to this transaction to be so recorded and the cost of any such recordation, cost of any State of Florida documentary stamps which legally must be attached to any or all of said papers and the cost of the applicable Dade County and State transfer tag shall be paid in full by Developer. Section 12.3. Florida and Local Laws Prevail, This Agreement shall be governed by the laws of the State of Florida. This Agreement is subject to and shall be interpreted • to effectuate its compliance with the Charter of the City of Miami, the City of Miami Code and the Dade County Charter and Code. Any conflicts between this Agreement and the afore- mentioned Codes and Charters shall be resolved in favor of the latter. If any term, covenant, or condition of this Lease or the application thereof to any person or circumstances shall to any extent, be illegal, invalid, or unenforceable because of present or future laws or any rule or regulation of any govern- mental body or entity or becomes unenforceable because of judicial construction, the remaining terms, covenants and condi- tions of this Lease, or application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant, or condition of this Lease shall be valid and be enforced to the fullest extent permitted by law. Contemporaneously with the execution of the Agreement, -102- 8'7,-1'41. the City Attorney has delivered an opinion to Developer opining that the execution and delivery hereof by the City is in compliance with the Charter of the City of Miami, the City of Miami Code and the Dade County Charter and Code. Section 12.4. Conflicts of Interest: City Reuresentatives Not Individually Liable. No member, official, representative, or employee of the City or the City Manager shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official, representative or employee, participate in any decision relating to this Agreement which affects his or her personal interest or the interest of any corporation, partnership or association in which he or she is, directly or indirectly, interested. No member, official, representative or employee of the City or the City Manager shall be personally liable to Developer or any successor in interest in the event of any default or breach by the City or the City Manager or for any amount which may become due to Developer or successor or on any obligations under the terms of the Agreement. Section 12.5. Notice. A notice of communication under this Agreement by either the City or the City Manager, on the one hand, to Developer, or, on the other, by Developer to the City or the City Manager shall be sufficiently given or delivered if such notice is in writing and it is dispatched by hand -delivery or by registered or certified mail, postage prepaid, return receipt requested; and -103- 8'7_ f41. (a) Developer. In the case of a notice or communica- tion to Developer, if addressed as follows: John B. Cruz Construction Co., Inc. One John Eliot Square Roxbury, MA 02119 (b) City Manager. In the case of a notice or communication to the City or the City Manager, if addressed as follows: City Manager City of Miami 3500 Pan American Drive Miami, Florida 33133 OW or if such notice is addressed in such other way in respect to any of the foregoing parties as that party may, from time to time, designate in writing, dispatched as provided in this Section 12.5. If the City Manager's office shall be vacant or if the authority of the City Manager shall change such that the City Manager shall not have the full authority to perform the obligations imposed on that office envisioned under this Lease, if then the City shall promptly designate such other officer or department as may be appropriate to perform the City Manager's obligations and notify Developer of same in accordance herewith. Section 12.6. Estoppel Certificates. The City and Developer shall at any time and from time to time, within thirty (30) days after written request by the other, execute, acknowl- edge and deliver to the party which has requested the same or to any prospective Leasehold Mortgagee, assignee or Subtenant -104- 8 7-1`41. designated by Developer a certificate stating that (a) the Lease is in full force and effect and has not been modified, supple- mented or amended in any way, or, if there have been modifica- tions, the Lease is in full force and effect as modified, identifying such modification agreement, and if the Lease is not in force and effect, the certificate shall so state; (b) the Lease as modified represents the entire agreement between the parties as to this leasing, or, if it does not, the certificate shall so state; (c) the dates on which the term of this Lease commenced and will terminate; (d) all conditions under the Lease to be performed by the City or Developer, as the case may be, have been satisfied and, as of the date of such certificate, there are no existing defenses or offsets which the City or Developer, as the case may be, has against the enforcement of the Lease by the other party, or, if such conditions have not been satisfied or if there are any defenses or offsets, the certificate shall so state; and (e) the rental due and payable as of the date such certificate is delivered has been paid in full, or, if it has not been paid, the certificate shall so state and specify amounts due and how they were calculated. The party to whom any such certificate shall be issued may rely on the matters therein set forth and thereafter the party issuing the same shall be estopped from denying the veracity or accuracy of the same. Any certificate required to be made by the City pursuant to this paragraph may be made on •its behalf by the City Manager. -105- S�� Section 12.7. Provisions Not Merged with Deed. None of the provisions of this Agreement are intended to or shall be merged by reason of any deed (a) transferring Developer's leasehold estate in the Leased Property and Developer Improve- ments or any part thereof from the Developer (or its successors or assigns) to the City (or its successors or assigns), or (b) transferring title to the Leased Property or any part thereof from the City to Developer, its successors or assigns and any such deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. • Section 12.8. Titles of Articles and Sections. Any titles of the several parts, Articles and Sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 12.9. Counterparts. This Agreement is executed in six (6) counterparts, each of which shall be deemed an original, and such counterparts shall constitute one and the same instrument. This Agreement shall become effective only upon execution and delivery of this Agreement by the parties hereto and execution, if applicable, and delivery of all Exhibits referred to in Section 1.1. Section 12.10. Non -Disturbance and Attornment. The City covenants and agrees with Developer for the benefit of any and all Subtenants occupying any part of the Leased Property or the Developer Improvements from time to time, that in the event -106- 87_ 141. of a termination of this Lease, the possession of each such Subtenant shall not be disturbed so long as such Subtenant shall not be in default under its Sublease, provided such Subtenant shall attorn to the City. This nondisturbance agreement shall be self -operative and no further agreement between the City and any such Subtenant shall be necessary to effect the same, however, the City agrees from time to time, promptly upon request of Developer or any Subtenant, it will enter into agreements with the Developer and any such Subtenant confirming such nondisturbance agreement. Any such confirmatory agreement • may be made on behalf of the City by the City Manager. In the event of a termination of this Lease, each Subtenant shall attorn to the City. Developer covenants that each Sublease to which it shall be a party shall contain a clause expressly providing that the Subtenant thereunder shall attorn to the City in the event of a termination of this Lease, but the absence of such a clause from any Sublease shall not relieve the Subtenant from the provisions of this Section 12.10. 0 Section 12.11. Non -Discrimination and Equal Opportun- ity. Developer will use affirmative efforts to seek and offer to minority -controlled businesses the opportunity to lease such portions of the Leased Property as may from time to time become available in accordance with the Minority Participation Program attached hereto as Exhibit G. Section 12.12. Successors and Assigns. Except to the extent limited elsewhere in this Lease, all of the covenants -107- 8'7-f41. conditions and obligations contained in this Lease shall be binding upon and inure to the benefit of the respective successors and assigns of the City and the Developer. Section 12.13. Exculpation. Notwithstanding any provision contained in this Lease to the contrary, it is specifically agreed and understood that there shall be absolutely no personal liability on the part of Developer or any individual stockholders, officers, directors, partners (general and limited) or co -venturers of Developer or any assignee or successor -in -interest of Developer or the foregoing parties with respect to any of the obligations, terms covenants and conditions of this Lease, such exculpation of personal liability to be absolute and without any exception whatsoever. Section 12.14. Entire Agreement. This instrument and its attachments constitute the sole and only agreement of the parties hereto and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Lease are of no force or effect. Section 12.15. Amendments. No amendments to this Lease shall be binding on either party unless in writing and signed by both parties. Section 12.16. Developer's Records. Developer's original duplicate books and records in auditable form as required in Section 2.5(d) shall be kept and be available to the -108- 8'7arf41. City during normal business hours at its principal place of business in the City of Miami. ARTICLE XIII ARBITRATION Section 13.1. Panel. A panel of arbitrators ("Arbitration Panel") shall be established when required by this Lease. (a) The appointments to the panel shall be made in the following manner: • (i) The City shall name one member; (ii) Developer shall name one member; and (iii) The aforesaid members shall promptly name a third member. (b) If either party shall fail to designate a member within fifteen (15) days after a written request to do so by the other party, then such other party may request the president of the Florida Chapter of the American Arbitration Association to designate a member, who when so designated shall act in the same manner as if he had been the member designated by the party so failing to designate an Arbitrator. If the two members are unable to agree upon a third member within ten (10) days from the last date of designation, such third member shall be designated by the President of the Florida Chapter of the American Arbitration Association, upon the request of either of the two members. -109- 8'7.-f41. Section 13.2. Actions. Hearings and Decisions. All actions, hearings and decisions of the Arbitration panel shall be conducted, based upon and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In all controversies, disputes or claims with respect to the evaluation of real estate referred to arbitration under the Provisions of this Lease, the Arbitration shall be conducted in accordance with the Real Estate Valuation Rules of the American Arbitration Association. In determining any matter before them, the Arbitration Panel shall apply the terms of this Lease, and • shall not have the power to vary, modify or reform any terms or provisions of the Lease in any respect. The Arbitration Panel shall afford a hearing to the City and to the Developer and the right to submit evidence with the privilege of cross-examination on the question at issue. All arbitration hearings shall be held at a place designated by the Arbitration Panel in Dade County, Florida. A hearing shall be commenced within sixty (60) days 10 following the selection of the last of the three arbitrators. A court reporter shall make a transcript of the hearing. The parties and the Arbitration Panel shall use their best efforts to conclude the hearing within ten (10) days. The parties shall be entitled to such pretrial discovery as they may agree, or as determined by the Arbitration Panel. The Arbitration Panel shall have the right to question witnesses at the hearing, but not to call witnesses. The Arbitration Panel may grant -110- 8 7rf41. continuances for good cause or with the agreement of both parties. The Arbitration Panel may render a decision at the close of the hearing, or may request briefs on any or all issues. Any and all such briefs, including reply briefs, shall be filed with the terms and on the schedule set by the Arbitration Panel, but in any event not later than forty-five (45) days following the commencement of the hearing. The Arbitration Panel shall render a determination within sixty (60) days from the conclusion of the hearing. If no determination is • rendered within such time, unless the parties agree otherwise, a new Arbitration Panel shall be selected as described above, but the new Arbitration Panel shall render a determination solely upon review of the record of the hearing without a further hearing. The Arbitration Panel selected hereunder shall agree to observe the Code of Ethics for Arbitrators in Commercial Disputes promulgated by the American Arbitration Association and the American Bar Association, or any successor code. The • decision of a majority with respect to any matter referred to it under this Lease shall be final, binding and conclusive on the City and Developer and enforceable in any court of competent jurisdiction. Together with the determination, the Arbitration Panel shall provide a written explanation of the basis for the determination. Each party shall pay the fees and expenses of the member of the Arbitration Panel designated by such party, -111- 8'7,-1'41. Ll • 1�1 a such party's counsel and witness fees, and one-half (1/2) of all expenses of the third member of the Arbitration Panel. IN WITNESS WHEREOF, Developer has caused this Lease Agreement to be signed in its name by and the CITY COMMISSION OF MIAMI, has caused this Lease Agreement to be signed in its name by Cesar H. Odio, the CITY MANAGER, and duly attested to by the CITY CLERK, on the day and year first above written. ATTEST: Corporation Secretary ATTEST: MATTIE HIRAI City Clerk APPROVED AS TO FORM AND CORRECTNESS: LUCIA A. DOUGHERTY City Attorney 18-143-946+/l* DEVELOPER: By (Title) (Seal) CITY: CITY OF MIAMI, a municipal Corporation of the State of Florida By CESAR H. ODIO City Manager APPROVED AS TO INSURANCE REQUIREMENTS: By Division of Risk Management -112- 8'7=1'41. 8'7-1`41. � — �__ ill � '.�•. -f«- XE r T•. �I i#?-� /../I�/ / f, // ` �.'r'�f �±��:,7"�/�.1 '*v'/ � '.ia S7 or ■ �.ya.�,�; `.�r�iSr{,�9��}� �^ � P3 =("�s^��';�t�'; J.,'�'��`:+�i�/ it ..'rr � ,�� t �'1 `+ �G )✓oru �` `,�,�}�1' i� _ t►".' %r► : ::%:y�.'t�n;;' '�ji{g ':c:i a GII. i' if /9 k`:, 0 NX N N N. N Sz� ��Il AM - I!, , \\> I , , -, I . cirol 0 0 A 00" ,,o,o Al f • • s 1� ELEVATIONit OVERTOWN/ PARK WEST P►+ASE i OF'IELOPMFNT — CAllZ OEVEI a—%sFNT M-110 Exhibit B Legal Description • Lots 1-24 of Block 24N, A. L. Knowlton Map of Miami (B-41). s a A EXHIBIT •'C" Ll I� MPOkMANCA SCMD haft soilb QEMtb f�taAt ff�+1 ar�ii aij�ayl%e•I argil irl! a t-9-0-saw" rAr aweJ MMJAt C3 iAefltOO tuttf►11161 (NAW(•J sal hour 0& a W;) ON" saw OF lot VAUD"" 1111DUSAIN"I I*Afomqsl clad t)Ot11UCf Hall 000//100 t Ito. KNOW ALL MIN BY THESE FRUINM That we, the rriocipat tad Suny(ist) bereft. are firmly round to the . . ' is the cheat pearl alas ter ere payment of Wbich we bled earselva, oar boles, esecutor% administrators, fad wecessees• jet dy and severally: MriWat That, erhete the Serena as cerpetttioa atting m me.nwdes, we, she Sureties, hied eursolves is such som "jointly sod sevetalIC as will as "urera it oalr for that purpose of tllowriss a feint actlee se feelses spinet any or all of as. and for ell other purposes each Suety binds steel& )obWy sad tnendly with the ldm*d. tar the pay■ "t of such sum only as is set forth opposite the same of each aunty. bat U so limit of liability is indicsasd. the Bait of liability shall be the Fell amoast of the penal sues. THE CONDMON OF THIS ODUOAMON 15 SUCH, that whereas the lriacipl extend into the contract identified above; . NO*, 'i 61itsioak U the rdetipal ahsll: ptderm and hdw dt the andetakinp, ceeesa W% teams, meadisinab *a egseements of raid "Mersa dreiap the erwOW term of told town" nail any eunatier liaeaf tine !y fie s by ere with or etiehswe seder to the fnttey(iot), and dtleistg tact We of toy �utsssq� Mrs 10 under tie ceotroet. and shell also perform and OWN all dar the uatahiess etvesenes, carets, ewditietr, N spoemt■es of duly any and sill outhorised modifications of acid contract List tray irreshor be medt, notice of wbieh modliesdens tolie Sway(ia) being herby waived IN VrMIU WHEREOP. the priocipal and Suny(ies) base soeeead file peetoemsoce bead sod have affixed their soots as the due on &A shoe& ftlDCWAL t. s (Sod) (Sea) Corporate Sael wW�l a t. L yt•l•1 rTjr.✓J MMMt SUMMC it rs.•rJ I S..►J tw..f•i t. s. rr�.a COUPON►$ 0) HUNG • KAtt a n+c u+w+n Nalr s Afiw• »�•1 1. !. Carperilf �J tA1T0itISY�F/AR !.. 8'7_ 1'41, MWIBIT D PERMITTED ENCUMBRANCES AND EASEMENTS (To be Provided) 18-143-949(1)/1+ 87.141. is i 18-143-949(2)/l+ MCHIBIT E LIST OF APPROVED CONCEPT PLANS (To be Provided) S'7,�:141. • Exhibit F Concept Plans 1] Stage I of the Cruz development program calls for the construction of 456 rental housing units and 21,000 square feet of commercial space on Parcel 24. (Parcel 24 is located between N.W. Ninth and Tenth Streets and N.W. First and N. Miami Avenues). The residential development, to be known as Biscayne View Apartments, will feature efficiency, one, two and three bedroom units. Apartments will be available in both lowrise (walkup) and highrise buildings. Amenities on the development site will include a olympic size swimming pool, cabanas, fountain with adjoining landscaped area, health spa and enclosed parking garage. Also, fronting the Ninth Street Pedestrian Mall will be an arcade housing restaurants and retail shops. Many units will have enclosed courtyards and balconies. 0 8'7,:-141. 0 • J.B.0 EXHIBIT F DEVELOPMENT SCHEDULE OVERTOWN PARK/WEST PHASE I DEVELOPMENT PROPOSAL MIAMI, FLORIDA • Tetephbne (d 17) 44"901 _ Jelin 6. am OenNweHen Ce., hw- One John Eliot Square Roxbury, MA 02119 PROJECT IMPLEMENTATION SCHEDULE - BLOCK #24 Schematic Design Submittal Working Drawings Submittal Final Working Drawings Drawing Submittals to City Bldg. Dept. Construction Start Construction Completion February 1986 June 1987 July 1987 July 1987 July 1987 July 1989 15 7.141. EXHIBIT G MINORITY PARTICIPATION PLAN (To be Provided) 18-143-949(3)/1+ S'7-1'41. MCHIBIT I MAINTENANCE RESPONSIBILITY PLAN (To be Provided) 18-143-949(4)/1+ 8'7,-f41.