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HomeMy WebLinkAboutCRA-R-14-0078 Exhibit-SUBTHIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Prepared By: William R. Bloom, Esq. Holland & Knight LLP 701 Brickell Avenue, Suite 3300 Miami, FL 33131 THE MIAMI WORLDCENTER ECONOMIC INCENTIVE AGREEMENT THIS MIAMI WORLDCENTER ECONOMIC INCENTIVE AGREEMENT (the "Agreement") is made as of this _ day of , 2015, by and between MIAMI FIRST, LLC, a Delaware limited liability company, MIAMI SECOND, LLC, a Delaware limited liability company, MIAMI THIRD, LLC, a Delaware limited liability company, MIAMI FOURTH, LLC, a Florida limited liability company, MIAMI A/I, LLC, a Delaware limited liability company (collectively, the "Master Developer"), FORBES MIAMI NE 18T AVENUE LLC, a Michigan limited liability company ( the "Retail Developer"), and the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA"). RECITALS: A. The CRA was formed for the purpose of removing slum and blight in the Southeast Overtown/Park West Redevelopment Area ("Redevelopment Area") and to promote redevelopment and employment within the Redevelopment Area. B. Master Developer is the owner of all of that certain real property located in the Redevelopment Area, which is more particularly described in Exhibit "A-1" attached hereto and made a part hereof (the "Master Developer Property"), and Retail Developer is the owner of all of that certain real property located in the Redevelopment Area, which is more particularly described in Exhibit "A-2" attached hereto and made a part hereof (the "Retail Property"; together with the Master Developer Property, collectively, the "Property"), which is located within the Miami WorldCenter District, as hereinafter defined. C. Master Developer and Retail Developer intend to redevelop the Property as a mixed -use project on the Property in various phases as more particularly described on Exhibit "B" (the "Project"). D. Master Developer and Retail Developer have requested that the CRA provide economic incentives to assist with the cost of providing certain infrastructure and parking in view of the additional taxes and the job creation that will result from construction, development and operation of the Project. E. The CRA is willing to provide certain economic incentives to assist Master Developer and Retail Developer with the costs of certain infrastructure and parking, subject to the terms and conditions as hereinafter provided. #34336011 v3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. NOW THEREFORE, in consideration of the foregoing and of the covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Master Developer, Retail Developer and the CRA hereby agree as follows: 1. RECITALS. The Recitals to this Agreement are incorporated herein by reference and made a part hereof. 2. DEFINITIONS. The following terms used in this Agreement shall have the following meanings: 2.1 "Anticipated Development Value" shall have the meaning ascribed to said term in Section 4.1. 2.2 "Assignee" means a Person to whom a right or liability is transferred and which shall have the right, but not the obligation, to enforce any of the terms of this Agreement against any other party hereto. 2.3 "Assignment Notice" shall have the meaning ascribed to such term in Section 4.2.3. 2.4 "Base Year" shall mean the calendar year preceding the calendar year in which the tax rolls for the County with respect to any Folio Number with respect to a portion of the Property reflect an increase in the assessed value of any portion of the Property as a result of Ole Substantial Completion of any Improvement. 2.5 "Bond Obligations" has the meaning ascribed to such term in Section 5.1. 2.6 "Children's Trust" means that certain independent special district authorized pursuant to Section 1.01.A.11 of the County Home Rule Charter and Section 125.901, Fla. Statutes, for the purpose of providing funding for children's services throughout the County. 2.7 "City" means the City of Miami, a municipal corporation of the State of Florida. 2.8 "City Approval" means the approval by the City Commission of the City of the CRA Budget for the applicable year, which CRA Budget includes the applicable Incentive Payment and Extra Incentive Payment. 2.9 "CBE-A/E" has the meaning ascribed to such term in Section 3.1.3 and S.c:tion 10-33.02 of the County Code of Ordinances, as amended. 2.10 "Consumer Price Index" means the Consumer Price Index published by the Bureau of Labor Statistics of the United States Des . is ent of Labor as the Consumer Price Index for All Items, Miami -Ft. Lauderdale, Florida, Base Year 1982-1984=100, or its equivalent. 2.11 "Contractors" means the General Contractor and all Subcontractors engaged to complete all or any portion of an Improvement. 2 #343360 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 2.12 "County" means Miami -Dade County, a political subdivision of the State of Florida. 2.13 "County Approval" means the approval by the Board of County Commissioners of the County of the CRA Budget for the applicable year which includes the applicable Incentive Payment is a part. 2.14 "County Labor Participation Requirement" has the meaning ascribed to such term in Section 3.1.1.2(i). 2.15 "County Labor Non -Compliance Penalties" has the meaning ascribed to such terms in Section 3.1.1.10. 2.16 "County Targeted Zip Codes" has the meaning ascribed to such term in Section 3.1.1.2.(i)(e). 2.17 "CPI Percentage Increase" has the meaning ascribed to such term in Section 3.11.5.i. 2.18 "CRA" shall have the meaning ascribed to the term in the introductory paragraph. 2.19 "CRA Approval" means the approval by the CRA Board of the annual CRA Budget which includes a line item for the Incentive Payment and the Extra Incentive Payment for the applicable year. 2.20 "CRA Board" means the board of commissioners of the CRA. 2.21 "CRA Budget" means the annual budget for the operation of the CRA approved by the CRA Board, subject to City Approval and County Approval. 2.22 "CRA Targeted Zip Codes" has the meaning ascribed to such term in Section 3.1 t 1.2(i)(c). 2.23 "Effective Date" means the date of execution and delivery of this Agreement by all parties hereto. 2.24 "Executive Director" means the executive director of the CRA. 2.25 "Existing Improvement Renovation" means renovations to the buildings and improvements described on Exhibit "H" attached hereto. 2.26 "Extra Incentive Payment" has the meaning ascribed to said term in Section 4.2.1(i). 2.27 "First Source Hiring Agreement (Hotel/Retail)" has the meaning ascribed to said term in Section 3.1.4. 1134336011_0 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 2.28 "First Source Hiring Agreement (Retail Center)" has the meaning ascribed to said term in Section 3.1.5. 2.29 "General Contractor" means the general contractor engaged for any Improvement to the Property. 2.30 "Grant Obligations" shall have the meaning ascribed to such term in Section 5.1. 2.31 "Improvement" means any building or other improvement, excluding the Public Infrastructure Improvements, developed on the Property subsequent to the Effective Date. 2.32 "Incentive Payment" shall have the meaning ascribed to such term in Section 4.2.1. 2.33 "Incremental TIF" shall mean, for each tax year, the tax increment revenues, if any, actually received by the CRA from the County and City with respect only to Improvements constructed on the Property after the Effective Date after deduction for any (i) allocable administrative charges imposed by the County and the City (but not administrative costs associated with the operation of the CRA), (ii) all allocable charges and/or payments to or for the benefit of the Children's Trust, (iii) other adjustments to the assessed value of the Improvements made by the City and/or County as a result of challenges or tax contests with respect to the assessed value of any of the Improvements, and (iv) reductions in tax increment revenues to the CRA as a result of (a) dedications made subsequent to the Effective Date resulting in any reduction in the tax increment revenues paid to the CRA with respect to the portion of the Property so dedicated and (b) demolition of any improvements located on the Property as of the Effective Date. For avoidance of any doubt, Incremental TIF specifically does not include any incremental revenues associated with the land comprising the Property or improvements on the Property located on the Property as of the Effective Date. 2.34 "Labor Participation Requirement" has the meaning ascribed to said term in Section 3.1.1.1(i). 2.35 "Labor Non -Compliance Penalties" shall have the meaning ascribed to such term in Section 3.1.1.9. 2.36 "Master Developer" shall have the meaning ascribed to such term in the introductory paragraph. 2.37 "Miami WorldCenter District" means the Miami Worldcenter Community Development District, an independent special district authorized pursuant to Chapter 190, Fla. Statutes, and constituted for the purpose of financing, constructing, and maintaining (in whole or in part) the Public Infrastructure Improvements within the Miami Worldcenter District. 2.38 "Minimum Hourly Wage Rates" shall have the meaning ascribed to such in Section 3.1.1.5(i). 4 #34336(111„,v3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 2.39 "Participation Reports" shall have the meaning ascribed to such term in Section 3.1.1.7. 2.40 "Phase" means Phase I (including Phase 1A, Phase 1B, Phase 1C (North) and Phase 1C (South)), and Phase II (including Phase 2 (Block A) and Phase 2 (Block B)), as more frilly described on Exhibit `B" attached to and made a part of this Agreement. 2.41 "Phase Completion" means the Substantial Completion of Improvements to the applicable Phase as identified on Exhibit B and such Phase being included on the tax rolls as a result of the Substantial Completion of the Improvements included in such Phase. 2.42 "Principal Place of Business" means the location of the primary office or central office of a Subcontractor. If the Subcontractor has only one business location, such business location shall be its Principal Place of Business. Confirmation of the Subcontractor's Principal Place of Business may be evidenced by a valid business tax receipt issued by Miami - Dade County. 2.43 "Project" has the meaning ascribed to such term in the Recitals. 2.44 "Property" has the meaning ascribed to such term in the Recitals. 2.45 "Public Infrastructure Improvements" means the utility improvements, public vehicular and pedestrian right-of-way improvements, public parks and other similar types of improvements, to be installed for the benefit of the Project and/or the Miami WorldCenter District (in whole or in part). The Public Infrastructure Improvements anticipated by Master Developer are identified on Exhibit "D". Recitals. 3.1.1 6(i). 2.46 "Redevelopment Area" has the meaning ascribed to such term in the 2.47 "Responsible Wage" has the meaning ascribed to such term in Section 2.48 Retail Center" has the meaning ascribed to such term in Exhibit "B". 2.49 "Retail Developer" shall have the meaning ascribed to the term in the introductory paragraph. 2.50 "SBE-Construction Services" has the meaning ascribed to such term in Section 3.1.3 of this Agreement and Section 10-33.02 of the County Code of Ordinances, as amended. 2.51 "SBE-Goods and Services" has the meaning ascribed to such term in Section 3.1.3 2.52 "Skilled Labor Participation Requirement" has the meaning ascribed to said term in Section 3.1.1.3(i). 5 43433601 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 2.53 "Skilled Labor Non -Compliance Penalties" shall have the meaning ascribed to said term in Section 3.1.1.11. 2.54 "Small Business Enterprise" has the meaning ascribed to such term in Section 3.1.3 of this Agreement. 2.55 "SMSDC" has the meaning ascribed to such term in Section 3.1.1.1 of this Agreement. 2.56 "Subcontractor" means a contractor engaged by a General Contractor. 2.57 "Subcontractor Non -Compliance Penalties" shall have the meaning ascribed to said term in Section 3.1.1.8. 2.58 "Subcontractor Participation Requirement" has the meaning ascribed to said term in Section 3.1.1.4(i). 2.59 "Substantially Completed" or "Substantial Completion," or words of like import, means with respect to such Improvement that a temporary or permanent certificate of occupancy, or its equivalent, has been issued by the City for such Improvement to enable its intended use. 2.60 "Target Area" means the areas of the County identified in Section 3.1.1.2(i)(a), (b), (c), (d), (e) and (f). 2.61 "Tenant Improvements" means the build -out of the tenant improvements with respect to retail space on behalf of a tenant of the Retail Center and/or any retail portion of the Project. 2.62 "Term" shall mean the period commencing on the Effective Date of this Agreement and terminating upon the expiration of the life of the CRA, which currently is set expire on March 31, 2030, as the same may be extended with the approval of the City and the County in accordance with all applicable laws. 2.63 "TIF Agreement" has the meaning ascribed to said term in Section 5.3. PUBLIC BENEFIT COMMITMENTS. 3.1 Development Commitments. As an inducement to the CRA to provide the Incentive Payment and the Extra Incentive Payment, as applicable, for the benefit of the Project pursuant to this Agreement, and in the interest of furthering the goals of the CRA, Master Developer and Retail Developer (each for itself and its respective successors and assigns) each hereby makes the following commitments for the public benefit during the Term of this Agreement: 3.1.1 Job Creation During Construction. With regard to sourcing candidates for employment opportunities resulting from the construction of each Improvement 6 #34336011_v3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. on the Property comprising all or any portion of the Project (excluding the Tenant Improvements and Existing Improvement Renovations): 3.1.1.1 Coordination with Local Agencies. To cause each General Contractor and each Subcontractor working on the Project or any portion thereof (excluding the Tenant Improvements and the Existing Improvement Renovations) to consult and coordinate with the City's CareerSource South Florida center, located at Lindsey Hopkins Technical Center at 750 NW 20" Street, 4th Floor, the Contractor's Resource Center, South Florida Minority Supplier Development Council ("SMSDC"), Miami -Dade Chamber of Conunerce, State of Florida economic development entities, or other similar entities recommended by the Executive Director regarding job training and job placement services to City residents seeking to maximize employment opportunities at the Project for individuals living in the Target Areas and companies whose Principal Place of Business is within the Target Areas. Such services shall include, but are not limited to, the sourcing of job opportunities at the Project. Each General Contractor shall conduct not less than one (1) job fair prior to the start of construction of each Improvement comprising a portion of the Project. i. Local Workforce Participation Master Developer and Retail Developer each shall require their respective Contractor(s) to employ a minimum of twenty-five percent (25%) of on -site labor from persons residing within the County (the "Labor Participation Requirement"). 3.1.1.2 Unskilled Construction Workforce Participation. i. With respect to each Improvement (excluding Tenant Improvements and Existing Improvement Renovations), Master Developer and Retail Developer shall each require their respective Contractors performing work in connection with each such Improvement to employ not less than 30% of the unskilled laborers utilized by the Contractors (measured in terms of total unskilled laborers employed and total number of man hours worked) with respect to such Improvement (excluding the Tenant Improvements and the Existing Improvement Renovations) to be performed by unskilled workers who reside in the County (the "County Labor Participation Requirement") with the following hiring priority: a. first, to City residents living within the Redevelopment Area, as more particularly shown on the sketch attached as Exhibit "E-1", which encompasses part of zip code 33136; b. second, to City residents living within the boundaries of the Overtown community, as shown on the sketch in Exhibit "E-2", which community encompasses part of zip code 33136; c. third, to City residents within zip codes 33127, 33128, 3130, 33136, 33142, 33125, 33135, 33150 and the West Coconut Grove (the "CRA Targeted Zip Codes") which include the five (5) highest poverty rated zip codes located in the City; 7 #34336011_,;:i THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. d. fourth, to City residents residing outside the CRA Targeted Zip Codes; e. fifth, to County residents of zip codes 33010, 33030, 33034, 33054, and 33161 (the "County Targeted Zip Codes") which are the five (5) highest poverty rated zip codes located in the County; and f. sixth, to residents in the County residing outside of the County Targeted Zip Codes. With respect to each Improvement (excluding Tenant Improvements and Existing Improvement Renovations), Master Developer and Retail Developer shall each require their respective Contractors to maximize the unskilled labor performed by individuals based upon their place of residence in keeping with the hiring priorities outlined above; provided, however, the targeted hiring priorities shall not be deemed or construed to require Contractors to hire employees who do not comply with OSHA requirements, drug testing requirements and insurance company requirements; however, unskilled laborers with minor or insignificant non-violent felony criminal records shall not be denied employment solely based upon their criminal record. 3.1.1.3 Skilled Construction Workforce Participation. i. With respect to each Improvement (excluding Tenant Improvements and Existing Improvement Renovations), Master Developer and Retail Developer each shall require their respective Contractors performing work in connection with such Improvements to employ not less than 10% of the skilled laborers utilized by the Contractors (measured on terms of total skilled laborers employed and total skilled man hours worked) with respect to such Improvement comprising a portion of the Project (excluding the Tenant Improvements and the Existing Improvement Renovations) with respect to the Improvement to be performed by skilled workers who reside in the County (the "Skilled Labor Participation Requirement") with the following hiring priority: a. first, to City residents living within the Redevelopment Area, as more particularly shown on the sketch attached as Exhibit "E-1", which encompasses part of zip code 33136; b. second, to City residents living within the boundaries of the Overtown community, as shown on the sketch in Exhibit "E-2", which community encompasses part of zip code 33136; Targeted Zip Codes; CRA Targeted Zip Codes; Targeted Zip Codes; and c. third, to City residents within the CRA d. fourth, to City residents residing outside the e. fifth, to County residents of the County 8 N34336011 v7 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. sixth, to residents in the County residing outside of the County Targeted Zip Codes. With respect to each Improvement (excluding Tenant Improvements and Existing Improvement Renovations), Master Developer and Retail Developer shall require each of their respective Contractors to utilize good faith, diligent efforts to maximize the skilled labor performed by individuals based upon their place of residence in keeping with the hiring priorities outlined above; provided, however, the targeted hiring priorities shall not be deemed or construed to require Contractors to hire employees who do not comply with OSHA requirements, drug testing requirements and insurance company requirements; however, skilled laborers with minor or insignificant non-violent felony criminal records shall not be denied employment solely based upon their criminal record. 3.1.1.4 Construction Subcontractor Participation. i. With respect to each Improvement (excluding Tenant Improvements and the Existing Improvement Renovations), Master Developer and Retail Developer each shall require their respective General Contractor to hire not less than twenty percent (20%) of the Subcontractors (the "Subcontractor Participation Requirement") for such Improvement (excluding Tenant Improvements and Existing Renovation Improvements) (which 20% shall be calculated based upon the dollar value of all subcontracts for construction of such Improvement), utilizing companies that have their Principal Place of Business in the County, in accordance with the following hiring priorities: a. First, to Subcontractors located within the Redevelopment Area as shown on the sketch attached as Exhibit "E-1" which encompasses part of the zip code 33136; b. Second, to Subcontractors located within the boundaries of the Overtown community as shown on the sketch attached as Exhibit "E-2", which community encompasses part of zip code 33136; Targeted Zip Codes; outside of the CRA Targeted Zip Codes; Targeted Zip Codes; and c. Third, to Subcontractors located within the CRA d. Fourth, to Subcontractors located in the City but e. Fifth, to Subcontractors located in the County f. Sixth, to Subcontractors located in the County but outside the County Targeted Zip Codes. With respect to each Improvement (excluding Tenant Improvements and the Existing Improvement Renovations), Master Developer and Retail Developer shall each require their respective General Contractor to have the work perfonned by Subcontractors based upon their Principal Place of Business in keeping with the hiring priorities outlined above; provided 9 #34336011_r3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. however nothing contained herein shall require such General Contractor to hire a Subcontractor from within the Targeted Areas that does not possess the stated skills and qualifications required by such General Contractor for the scope of employment. 3.1.1.5 Construction "Enhanced" Living Wage Rates. i. With respect to each Improvement, Master Developer and Retail Developer each shall require their respective Contractors performing work in connection with the Improvements to pay a minimum hourly wage rate of $12.83 if health benefits are not provided to employees and $11.58 if qualifying health benefits (as defined in the Miami -Dade County Code of Ordinances, as amended from time -to -time) are provided to employees (the "Minimum Hourly Wage Rates"). Commencing January 1, 2018, and continuing thereafter on January 1 of each succeeding calendar through the Substantial Completion of the Project, the then applicable Minimum Hourly Wage Rates shall be increased by an amount equal to the product of the CPI Percentage Increase multiplied by the then applicable Minimum Hourly Wage Rates. For purposes of the foregoing, the "CPI Percentage Increase" shall equal the fraction (i) whose numerator equals the monthly Consumer Price Index published for the month of November irnmediately prior to the applicable calendar year (or the nearest reported previous month) and (ii) whose denominator is the Consumer Price Index published for the same month (or the nearest reported month) for the immediately prior calendar year. If the Consumer Price Index is discontinued with no successor index, the CRA shall select a commercially reasonable, comparable index. The CPI Percentage Increase set forth herein shall not result in a reduction of the respective Minimum Hourly Wage Rates. ii. Each Contractor shall require the same Minimum Hourly Wage Rates to be paid in all contracts and in all subcontracts entered into by such Contractor, which will require each subcontractor that each Contractor hires to stipulate and agree that they will pay the same Minimum Hourly Wage Rates, subject to adjustment, as set forth in the subsection above. 3.1.1.6 Responsible Wage Rages — Electrical Journeyman. i. With respect to each Improvement (excluding Tenant Improvements and Existing Improvement Renovations), Master Developer and Retail Developer each shall require their respective Contractors performing work in connection to such Improvements to pay a minimum hourly wage rate and health benefits for Electrical Journeyman consistent with County's Responsible Wage Ordinance, as codified in Section 2-11.16 of the County Code and the Supplemental General Condition Wage & Benefits Schedule, Construction Type: Building (the "Responsible Wage"), as the same may be revised the County annually. For 2014, the Responsible Wage is $30.11 per hour plus $5.60 per hour for a health benefit Contractors performing work in connection with any Improvement may employ the services of Electrical Apprentices subject to the staffing, pay, and other requirements set forth in Section 2- 1 1.16 of the County Code. ii. Each Contractor shall require the same Responsible Wage to be paid in all contracts and in all subcontracts for electrical services entered into by 10 4343360 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. such Contractor, which will require subcontractor each Contractor hires to stipulate and agree that they will pay the Responsible Wage. 3.1.1.7 Report Requirements with respect to Each Improvement. With respect to each Improvement (excluding Tenant Improvements and the Existing Improvement Renovations), the Master Developer or the Retail Developer, as appropriate, shall be required to submit to the Executive Director (i) on a quarterly basis commencing thirty (30) days after the end of the first quarter after the commencement of construction of each Improvement until thirty (30) days following Substantial Completion, detailed reports evidencing compliance with the Subcontractor Participation Requirement during the prior quarter and (ii) on a monthly basis commencing thirty (30) days after the commencement of construction of each Improvement until thirty (30) days following Substantial Completion, detailed reports evidencing compliance with the Labor Participation Requirement, the County Labor Participation Requirement and the Skilled Labor Participation Requirement during the prior month ("Participation Reports"). The Participation Reports shall contain such information as the Executive Director may reasonably require to enable the Executive Director to determine whether the Master Developer or the Retail Developer, as appropriate, is in compliance with the Subcontractor Participation Requirement, the Labor Participation Requirement, the County Labor Participation Requirement and the Skilled Labor Participation Requirement with respect to such Improvements. The Participation Reports must be certified as true and correct by the Master Developer, the Retail Developer or the chief executive officer of the entity which owns such Improvements, as appropriate. 3.1.1.8 Penalties for Non -Compliance with Subcontractor Participation Requirements. With respect to each Improvement (excluding Tenant Improvements and Existing Improvement Renovations) to the extent Master Developer or Retail Developer, as appropriate, fails to comply with the Subcontractor Participation Requirements, with respect to such Improvement, Master Developer or Retail Developer, as appropriate, shall pay to the CRA as a one-time penalty for such non-compliance (a) Ten Thousand and No/100 Dollars ($10,000.00) for each percentage point below the Subcontractor Participation Requirement for the first three (3) percentage points below the Subcontractor Participation Requirement, (b) Twenty -Five Thousand and No/100 Dollars ($25,000.00) for each additional percentage point below the first three (3) percentage points below the Subcontractor Participation Requirement for up to three (3) additional percentage points and thereafter (c) Fifty Thousand and No/100 Dollars ($50,000.00) for each additional percentage point below six (6) percentage points below the Subcontractor Participation Requirement (collectively, the "Subcontractor Non - Compliance Penalties") with respect to such Improvement. The Subcontractor Non -Compliance Penalties shall be calculated by the Executive Director after Substantial Completion and shall be due and payable within thirty (30) days from the date of Master Developer's or Retail Developer's, as appropriate, receipt of written statement from the Executive Director stating the amount of Subcontractor Non -Compliance Penalties due with respect to such Improvement. To the extent of any dispute between the Executive Director and the Master Developer or the Retail Developer, as appropriate, with respect to the compliance with the Subcontractor Participation Requirements, such dispute shall be submitted to the CRA Board for resolution. The decision of the CRA. Board shall be binding on the parties. Any amount of the Subcontractor Non - Compliance Penalties not paid when due shall bear interest at 12% per annum from the date due until paid. 1 1 #34336011_ v.). THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 3.1.1.9 Penalties for Non -Compliance with Labor Participation Requirements. For each Improvement (excluding the Tenant Improvements and Existing Improvement Renovations) to the extent Master Developer or Retail Developer, as appropriate, fails to comply with the applicable Labor Participation Requirement, with respect to such Improvement, Master Developer or Retail Developer, as appropriate, shall pay to the CRA as a one-time penalty for such noncompliance of (a) Ten Thousand and No/100 Dollars ($10,000.00) for each percentage point below the Labor Participation Requirement for the first four (4) percentage points below the Labor Participation Requirement, (b) Twenty -Five Thousand and No/100 Dollars ($25,000.00) for each additional percentage point below the first four (4) percentage points below the Labor Participation Requirement for up to four (4) percentage points and thereafter (c) Fifty Thousand and No/100 Dollars ($50,000.00) per each additional percentage point below the eight (8) percentage points below the Labor Participation Requirement (collectively, the "Labor Non -Compliance Penalties") with respect to such Improvement. The Labor Non -Compliance Penalties shall be calculated by the Executive Director after Substantial Completion and shall be due within thirty (30) days from Master Developer's or Retail Developer's receipt of written statement from the Executive Director stating the amount of Labor Non -Compliance Penalties due with respect to such Improvement. To the extent of any dispute between the Executive Director and the Master Developer or Retail Developer, as appropriate, with respect to the compliance with the Labor Participation Requirement, such dispute shall be submitted to the CRA Board for resolution, which arbitration shall be binding upon the parties. Any amount of the Labor Non -Compliance Penalties not paid when due shall bear interest at 12% per annum from the date due until paid. 3.1.1.10 Penalties for Non -Compliance with County Labor Participation Req_uirements. For each Improvement (excluding the Tenant Improvements and Existing Improvement Renovations) to the extent Master Developer or Retail Developer, as appropriate, fails to comply with the applicable County Labor Participation Requirements, with respect to such Improvement, Master Developer or Retail Developer, as appropriate, shall pay to the CRA as a one-time penalty for such noncompliance of (a) Ten Thousand and No/100 Dollars ($10,000.00) for each percentage point below the County Labor Participation Requirement for the first five (5) percentage points below the County Labor Participation Requirement, (b) Twenty -Five Thousand and No/100 Dollars ($25,000.00) for each additional percentage point below the first five (5) percentage points below the County Labor Participation Requirement for up to five (5) percentage points and thereafter, (c) Fifty Thousand and No/100 Dollars ($50,000,00) per each additional percentage point below the ten (10) percentage points below the County Labor Participation Requirement (collectively, the "County Labor Non -Compliance Penalties") with respect to such Improvement. The County Labor Non -Compliance Penalties shall be calculated by the Executive Directors after Substantial Completion and shall be due within thirty (30) days from Master Developer's or Retail Developer's receipt of written statement from the Executive Director stating the amount of County Labor Non -Compliance Penalties due. To the extent of any dispute between the Executive Director and the Master Developer or Retail Developer, as appropriate, with respect to the compliance with the County Labor Participation Requirement, such dispute shall be submitted to the CRA Board for resolution, which arbitration shall be binding upon the parties. Any amount of the County Labor Non -Compliance Penalties not paid when due shall bear interest at 12% per annum from the date due until paid. 12 d34336011:v THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 3.1.1.11 Penalties for Non Compliance with Skilled Laborer Participation Requirements. For each Improvement (excluding the Tenant Improvements and Existing Improvement Renovations) to the extent Master Developer or Retail Developer, as appropriate, fails to comply with the applicable Skilled Labor Participation Requirement, with respect to such Improvement, Master Developer or Retail Developer, as appropriate, shall pay to the CRA as a one-time penalty for such noncompliance of (a) Ten Thousand and No/100 Dollars ($10,000.00) for each one-half (1/2) of a percentage point below the Skilled Labor Participation Requirement for the first one and one-half percent (1.5%) below the Skilled Labor Requirement, (b) Twenty -Five Thousand Five Hundred and No/100 Dollars ($25,00.00) for each additional one-half (1/2) of a percentage point below the first one and one half percent (1.5%) below the Skilled Labor Requirement for up to an additional one and one-half percent (1.5%) and thereafter (c) Fifty Thousand and No/100 Dollars ($50,000.00) per each additional one-half (1/2) of a percentage point below the three percent (3%) below the Skilled Labor Participation Requirement (collectively, the "Skilled Labor Non -Compliance Penalties") with respect to such Improvement. The Skilled Labor Non -Compliance Penalties shall be calculated by the Executive Director after Substantial Completion and shall be due within thirty (30) days from Master Developer's or Retail Developer's receipt of written statement from the Executive Director stating the amount of Skilled Labor Non -Compliance Penalties due. To the extent of any dispute between the Executive Director and the Master Developer or Retail Developer, as appropriate, with respect to the compliance with the Skilled Labor P. cipation Requirement, such dispute shall be submitted to the CRA Board for resolution, which arbitration shall be binding upon the parties. Any amount of the Skilled Labor Non -Compliance Penalties not paid when due shall bear interest at 12% per annum from the date due until paid. 3.1.1.12 Job Creation Monitoring Contract. Prior to the issuance of any construction permits for any Improvement (excluding Tenant Improvements and Existing Improvement Renovations), a SBE-Construction Services certified firm shall be retained by the CRA and designated to: (a) monitor the job requirements set forth in Sections 3.1.1.1(i), 3.1.1.2, 3.1.1.3, 3.1.1.4, 3.1.1.5., 3.1.1.6., 3.1.2., and 3.1.3; (b) certify compliance with the requirements of Sections 3.1.1.1(i), 3.1.1.2, 3.1.1.3, 3.1.1.4, 3.1.1.5, 3.1.1.6, 3.1.2 and 3.1.3; and (c) prepare the Participation Reports required by Section 3.1.1.7 on behalf of the Master Developer and the Retail Developer, as appropriate. The Master Developer or the Retail Developer, as appropriate, shall reimburse the CRA for the costs incurred by the CRA to retain the SBE-Construction Services firm to monitor the job requirements, certify compliance with the requirements and prepare the Participation Reports within thirty (30) days of written demand from the CRA. 3.1.2 Employment Advertisement & Notice. With respect to the construction of each Improvement, the Master Developer and Retail Developer each, as appropriate, shall or shall require their respective General Contractor to: i. Electronically post job opportunities in established job outreach websites and organizations, including, without limitation, CareerSource South Florida, and similar programs in order to attract as many eligible applicants for such jobs as possible; and ii. Place a full -page weekly advertisement in the Miami Times newspaper to inform residents of available job opportunities and any upcoming job fairs 13 #34336011_v3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. not less than thirty (30) days prior to and through the date of construction commencement. This shall be in addition to any advertisements done through other job outreach websites, organizations, and efforts. 3.1.3 Small Business Enterprise Program for Architecture, Engineering Landscape Architecture, Surveying and Mapping Professions ("CBE-A/E") and Small Business Enterprise Program for Construction Services ("SBE-Construction Services") and Small Business Enterprise Goods and Services ("SBE-Goods and Services"). With respect to each Improvement (excluding Tenant Improvements and Existing Improvement Renovations) Master Developer and Retail Developer each shall: i, Award to firms certified by the County as CBE-A/E not less than 7.5% of the professional services agreements for soft costs, including, but not limited to, design, engineering, survey, inspection, job monitoring requirements, testing and legal; ii. Award to firms certified by the County as SBE- Construction Services firms not less than 10% of the contractual agreements for construction and construction -related materials, supplies and fixtures; and iii. Award to firms certified by the County as SBE-Goods and Services firms not less than 10% of the contractual agreements for goods and services (such as, but not limited to security, testing, surveying, etc.). 3.1.4 First Source Hiring Agreement (Hotel/Retail). As a further inducement for the CRA to enter into this Agreement, Master Developer and the CRA have each agreed to enter into, simultaneously with the execution of this Agreement, a first source hiring agreement with respect to employment during the operation of the Project (other than the Retail Center) in the form of Exhibit "G-1" attached hereto. 3.1.5 First Source Hiring Agreement (Retail Center). As a further inducement for the CRA to enter into this Agreement, Retail Developer and the CRA shall enter into, simultaneously with the execution of this Agreement, a first source hiring agreement with respect to employment during the operation of the Retail Center in the form of Exhibit "G-2" attached hereto. 3.1.6 Retail Opportunities at Retail Center. As a further inducement for the CRA to enter into this Agreement, Retail Developer shall use commercially reasonable efforts to work with the CRA to situate not less than one (1) CRA supported, restaurant or retail concept tenant within the Retail Center on terms mutually agreeable to both the Retail Developer and the CRA. Such prospective tenant shall be subject to the same qualifications and standards as any other tenant within the Retail Center, but Retail Developer shall provide such prospective tenant with a rent concession of twenty percent (20%) off of the then applicable market rent for similar space for the term of such lease. 3.1.7 Other Retail Opportunities. As a further inducement for the CRA to enter into this Agreement, Master Developer shall use commercially reasonable efforts to work with the CRA to situate not less than one (1) CRA supported restaurant or retail concept tenant within Phase 1C (North) and one (1) CRA identified restaurant or retail concept tenant 14 #3433601I_v3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. within Phase 1C (South) on terms mutually agreeable to both the Master Developer and the CRA. Such prospective tenants shall be subject to the same qualifications and standards as any other tenants within Phase 1C (North) and Phase 1C (South), but Master Developer shall provide such prospective tenant with a rent concession of twenty percent (20%) off of the then applicable market rent for similar space for the term of such lease. 3.2 Each Improvement. For the avoidance of any doubts, the provisions of Sections 3.1.1, 3.1.1.1, 3.1.1.1(i), 3.1.1.2, 3.1.1.3, 3.1.1.4, 3.1.1.5, 3.1.1.6, 3.1.1.7, 3.1.1.8, 3.1.1.9, 3.1.1.10, 3.1.1.11, 3.1.1.12, 3.1.2, and 3.1.3 shall apply with respect to each Improvement standing alone. 4. DEVELOPMENT OF PROJECT & PROJECT INCREMENTAL TIF. 4.1 Development of Project. Master Developer anticipates that the Project shall be constructed in multiple Phases as more fully described on Exhibit "B". Master Developer further anticipates that the assessed value of the Improvements for Phase I (including Phase 1A, Phase 1B, and Phase 1C (North) and Phase 1C (South)) in the aggregate will exceed One Billion Thirty -Three Million and No/100 Dollars ($1,033,000,000.00) (the "Anticipated Development Value"). Master Developer estimates that Anticipated Development Value will generate approximately Twelve Million Eighty -Seven Thousand and No/100 Dollars ($12,087,000.00) in the aggregate in Incremental TIF for the entirety of Phase I, with such Incremental TIF beginning as of January 1, 2018. Estimated Incremental TIF and Phase Completion on a Phase -by -Phase basis is attached to this Agreement on Exhibit "C." Master Developer and the Retail Developer acknowledge and agree that they bear the entire risk under this Agreement if the Project is valued at less than the Anticipated Development Value and/or is not developed within the time frame anticipated by the Master Developer and Retail Developer resulting in the share of the Incremental TIF payable by the CRA pursuant to this Agreement being less than anticipated by Master Developer and Retail Developer. Master Developer and Retail Developer acknowledge and agree that the CRA shall have no liability to Master Developer and Retail Developer if the Anticipated Development Value as estimated by Master Developer and Retail Developer proves not to be accurate for any reason and if the estimates provided by the Master Developer and Retail Developer prove to be inaccurate, same shall not relieve Master Developer and Retail Developer of their respective obligations pursuant to this Agreement. 4.2 Development Incentive. Subject to CRA Approval, City Approval and County Approval, on an annual basis in all cases, as an inducement to the development of the Project, the CRA agrees to pay to the Master Developer a percentage of Incremental TIF as follows: 4.2.1 Payment of Incremental TIF. On an annual basis for each calendar year commencing after the Base Year and continuing throughout the Term of this Agreement, subject to reduction under Section 4.2.2 below, the CRA shall pay to Master Developer an incentive payment equal to Fifty -Seven Percent (57%) of the Incremental TIF (the "Incentive Payment"), provided, that: 15 #34336011_v3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. i. Provided that Phase 1A has been Substantially Completed, if during any calendar year up to and including the calendar year 2022, the Incentive Payment is less than Six Million Eight Hundred Eighty -Nine Thousand Seventy -Four and No/Dollars ($6.889,074.00), then, for such calendar year, in addition to the Incentive Payment, the CRA shall pay to Master Developer an extra incentive payment (the "Extra Incentive Payment") equal to the lesser of eighteen percent (18%) of the Incremental TIF; or the difference between Six Million Eight Hundred Eight -Nine Thousand Seventy -Four and No/Dollars ($6,889,074.00) and the Incentive Payment for such year; and ii. to the extent that the CRA makes any Extra Incentive Payment(s) to Master Developer pursuant to Section 4.2.1(i) above, then during all succeeding calendar years, the payments to Master Developer pursuant to Section 4.2.1 above shall be capped at Six Million Eight Hundred Eighty -Nine Thousand Seventy -Four and No/Dollars ($6,889,074,00) until such time as the amount of the reductions in the payments to Master Developer as a result of the cap equal the aggregate of the Extra Incentive Payments made to Master Developer pursuant to Section 4.2.1(i). All incentive Payments and Extra Incentive Payments shall be due and payable within thirty (30) days of the CRA's receipt of Incremental TIF. 4.2.2 Reduction to Incentive Payment. The Incentive Payment is subject to reductions as follows: 4.2.2.1 Phase 1A: If Phase Completion of Phase 1A, as described on Exhibit `B" attached hereto, shall not have occurred prior to January 1, 2021, then the Incentive Payment based upon the Incremental TIF derived from Phase IA shall be reduced in accordance with the following schedule: (i) by ten percent (10%) if such Phase Completion with respect to Phase IA shall have occurred as of January 1, 2022; (ii) by twenty percent (20%) if such Phase Completion with respect to Phase 1A shall not have occurred as of January I, 2022, but shall have occurred as of January 1, 2023; and (iii) by thirty percent (30%) if such Phase Completion with respect to Phase 1A shall not have occurred as of January 1, 2023, but shall have occurred as of January 1, 2024. If such Substantial Completion shall not have occurred as of January 1, 2024, then the Incentive Payment based upon the Incremental TIF derived from Phase lA shall automatically be divested and shall terminate and be of no further force and effect, and Master Developer shall not be entitled to any Incremental TIF with respect to Phase 1A. 4.2.2.2 Phase 1B: If Phase Completion of Phase 1B as described on Exhibit "B" attached hereto, shall not have occurred prior to January 1, 2021, then the Incentive Payment based upon the Incremental TIF derived from Phase 1B shall be reduced in accordance with the following schedule: (i) by ten percent (10%) if such Phase Completion of Phase 1B shall occur as of January 1, 2022; (ii) by twenty percent (20%) if such Phase Completion of Phase 1B shall not have occurred as of January 1, 2022, but shall have occurred as of January 1, 2023; and (iii) by thirty percent (30%) if such Phase Completion of Phase 1B shall not have occurred as January 1, 2023, but shall have occurred as of January 1, 2024. If such Phase Completion shall not have occurred as of January 1, 2024, then the Incentive Payment based upon the Incremental TIF derived from Phase 1B shall automatically be divested 16 #34336011_v3 THIS DOCUMENT 1S A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. and shall terminate and be of no further force and effect and Master Developer shall not be entitled to any Incremental TIF with respect to Phase 1B. 4.2.2.3 Phase IC (North): If Phase Completion of Phase 1C (North) as described on Exhibit "B" attached hereto, shall not have occurred by January 1, 2023, then the Incentive Payment based upon the Incremental TIF derived from Phase 1C (North) shall be reduced in accordance with the following schedule: (i) by ten percent (10%) if such Phase Completion of Phase IC (North) shall occur as of January 1, 2024; (ii) by twenty percent (20%) if such Phase Completion of Phase 1C (North) shall not have occurred as ofJanuary 1, 2024, but shall have occurred as of January I, 2025; and (iii) by thirty percent (30%) if such Phase Completion of Phase 1C (North) shall not have occurred as of January 1, 2025, but shall have occurred as of January 1, 2026. If such Phase Completion of Phase 1C (North) shall not have occurred as of January 1, 2026, then the Incentive Payment based upon the Incremental TIF derived from Phase 1C (North) shall automatically shall be divested and shall terminate and be of no further force and effect and Master Developer shall not be entitled to any Incremental TIF with respect to Phase IC (North). 4.2.2.4 Phase 1C (South): If Phase Completion of Phase 1C (South) as described on Exhibit "B" attached hereto, shall not have occurred by January 1, 2023, then the Incentive Payment based upon the Incremental TIF derived from Phase 1C (South) shall be reduced in accordance with the following schedule: (i) by ten percent (10%) if such Phase Completion of Phase IC (South) shall occur as of January 1, 2024; (ii) by twenty percent (20%) if such Phase Completion of Phase 1C (South) shall not have occurred as ofJanuary 1, 2024, but shall have occurred as of January 1, 2025; and (iii) by thirty percent (30%) if such Phase Completion of Phase 1C (South) shall not have occurred as of January 1, 2025, but shall have occurred as of January 1, 2026. If such Phase Completion of Phase 1C (South) shall not have occurred as of January 1, 2026, then the Incentive Payment based upon the Incremental TIF derived from Phase 1C (South) shall automatically shall be divested and shall terminate and be of no further force and effect and Master Developer shall not be entitled to any Incremental TIF with respect to Phase 1C (South). 4.2.2.5 Phase II; Block A: If Phase Completion of the Phase II Block A, as described on Exhibit "B" attached hereto, shall not have occurred by January 1, 2026, then the Incentive Payment based upon the Incremental TIF derived from Phase II Block A shall be reduced in accordance with the following schedule: (i) by ten percent (10%) if such Phase Completion of Phase II Block A shall occur as of January 1, 2027; (ii) by twenty percent (20%) if such Phase Completion of Phase II Block A shall not have occurred as of January 1, 2027, but shall have occurred as of January 1, 2028; and (iii) by thirty percent (30%) if such Phase Completion of Phase II Block A shall not have occurred as of January 1, 2028, but shall have occurred as of January 1, 2029. If such Phase Completion of Phase II Block A shall not have occurred as of January 1, 2029, then the Incentive Payment based upon the Incremental TIF derived from Phase II Block A shall automatically shall be divested and shall terminate and be of no further force and effect and the Master Developer shall not be entitled to any Incremental TIF with respect to Phase II Block A. 4.2.2.6 Phase II; Block B: If Phase Completion of the Phase II Block B, as described on Exhibit "B" attached hereto, shall not have occurred by January 1, 17 N3433601I_v3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 2027, then the Incentive Payment based upon the Incremental TIF derived from Phase II Block B shall be reduced in accordance with the following schedule: (i) by ten percent (10%) if such Phase Completion of Phase II Block B shall occur as of January 1, 2028; (ii) by twenty percent (20%) if such Phase Completion of Phase II Block B shall not have occurred as of January 1, 2028, but shall have occurred as of January 1, 2029; and (iii) by thirty percent (30%) if such Phase Completion of Phase II Block B shall not have occurred as of January 1, 2029, but shall have occurred as of January 1, 2030. If such Phase Completion of Phase II Block B shall not have occurred as of January 1, 2030, then the Incentive Payment based upon the Incremental TIF derived from Phase II Block B shall automatically shall be divested and shall terminate and be of no further force and effect and the Master Developer shall not be entitled to any Incremental TIF with respect to Phase II Block B. 4.2.3 Incentive Payments After Assignment or Sale. Master Developer, in its sole and absolute discretion, may assign and reassign the Incentive Payment (or discrete portions thereof) and Extra Incentive Payment (or discrete portions thereof) at any time or from time to time upon written notice given to the CRA. Any such notice of assignment shall indicate: (i) the name of the Assignee and the Assignee's contact information, (ii) the portion of the Incentive Payment so assigned and payable to the Assignee, (iii) the term thereof, (iv) whether or not the Assignee shall have any right of assignment, and (v) any other terms or provisions applicable thereto and mutually agreed to as between Master Developer and Assignee (the "Assignment Notice"). Any Assignee must assume the obligation of the Assignor to utilize the Incentive Payment solely in accordance with the provisions of Section 4.2.4. Any assignment by Master Developer of its rights to the Incentive Payment and/or the Extra Incentive Payment shall not release Master Developer of its duties and obligations under this Agreement, including the obligations under Section 4.2.4. In furtherance of and not as a limitation of the foregoing, CRA acknowledges that Master Developer intends to petition the County to establish Miami WorldCenter District, pursuant to the authority provided under Chapter 190, Fla. Statutes, for the purpose of financing, constructing and maintaining (in whole or in part) the Public Infrastructure Improvements. Following the establishment of the Miami WorldCenter District, Master Developer intends to convey the Public Infrastructure Improvements or construction contract(s) therefore, and convey its interest in the same, to the Miami WorldCenter District, and contemporaneously therewith to issue an Assignment Notice of a portion of the Incentive Payment to Miami WorldCenter District for the term of any then existing bond issuance, and the Miami WorldCenter District shall assume the obligation to comply with the obligations under Section 4.2.4 of this Agreement. 4.2.4 Limitation on Use of Incentive Payments. Incentive Payments and Extra Incentive Payments paid during the Term of this Agreement shall be used for the sole and exclusive purpose of paying and/or reimbursing the costs of the construction, maintenance, operation, and debt service/debt issuance costs of the Project and/or the Miami WorldCenter District, to the extent such payments are a permitted use of TIF Increment pursuant to Chapter 163 Part III, Florida Statute. 18 #34336011_v3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. SUBORDINATION OF INCENTIVE PAYMENT. 5.1 Master Developer acknowledges and agrees that the obligations of the CRA under this Agreement to make Incentive Payments and Extra Incentive Payment(s) hereunder are junior and subordinate to the obligations of the CRA to pay debt service with respect to any bonds now existing or hereinafter issued by the CRA (collectively the "Bond Obligations") and junior and subordinate to the payments to be made in connection with the grant to be made in connection with "Mama Hattie" and the Grant Agreement, as amended, by and between the City and the CRA and with respect to the Gibson Park (collectively, the "Grant Obligations"), which Grant Obligations are more fully described in Exhibit "F". Under no circumstances shall the CRA be obligated to make Incentive Payments and Extra Incentive Payments from its general revenues or any other sources if Increment TIF is unavailable after the CRA makes all required payments with respect to the Bond Obligations and the Grant Obligations. To the extent no Incremental TIF or only a portion of the Incremental TIF is available to pay the CRA's obligations under this Agreement as a result of the Bond Obligations and the Grant Obligations, the Incentive Payments and the Extra Incentive Payments, if any, shall be reduced to the amount of Incremental TIF available, if any, and the shortfall shall be deferred to subsequent year(s). If requested by the CRA or the Master Developer, the then recipients of the Incentive Payment and Extra Incentive Payments shall execute a subordination agreement confirming that this Agreement is junior and subordinate to any Bond Obligations and Grant Obligations within ten (10) business days of written request by the CRA. 5.2 Pledge of TIF Revenues. In the event the CRA issues additional bonds subsequent to the Effective Date the CRA covenants and agrees not to pledge the Incremental TIF derived from the Project which will be payable to Master Developer under this Agreement as collateral for such bonds. 5.3 Additional Agreements Regarding Use of Incremental TIF. Master Developer and Retail Developer each acknowledge and agree that nothing contained in this Agreement shall be deemed or construed to prevent the CRA from entering into agreements similar to this Agreement (each a "TIF Agreement") pursuant to which the CRA commits to pay such developers a portion of the Incremental TIF generated from their project within the Redevelopment Area. Master Developer and Retail Developer each acknowledge and agree that Incremental TIF generated from other projects which are subject to TIF Agreement(s) will not be available to make up for any shortfall under Section 5.1. 6. CHALLENGES. 6.1 No Liability. Master Developer and Retail Developer each hereby forever waives and releases the CRA from any liability whatsoever, now or hereafter arising in connection with any challenge to this Agreement by a third party and covenant and agree not to initiate any legal proceedings against the CRA in connection with any challenges to this Agreement (other than as a result of a default by the CRA with respect to its obligations under this Agreement. 6.2 Duty to Defend. In the event of any challenge to this Agreement, any party in interest, at its or their sole cost and expense, may defend any such challenge by a third 19 434336011_v3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. party. The CRA shall cooperate with Master Developer and Retail Developer and, if necessary, participate in the defense of such challenge provided Master Developer and Retail Developer pay the cost of such defense. 7. REPRESENTATIONS OF MASTER DEVELOPER. Master Developer makes the following representations to the CRA as follows: 7.1 Each of the entities comprising Master Developer is a limited liability company, duly organized and validly existing under the laws of its state of formation and has full power and capacity to own their properties, to carry on their business as presently conducted, and to enter into the transactions contemplated by this Agreement. 7.2 Master Developer's execution, delivery and performance of this Agreement has been duly authorized by all necessary company actions and does not conflict with or constitute a default under any indenture, agreement or instrument to which such entities are a party or by which they may be bound. 7.3 This Agreement constitutes the valid and binding obligations of Master Developer, enforceable against Master Developer in accordance with its terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 8. REPRESENTATIONS OF RETAIL DEVELOPER. Retail Developer makes the following representations to the CRA as follows: 8.l Retail Developer is a limited liability company, duly organized and validly existing under the laws of the State of Michigan and has full power and capacity to own its properties, to carry on its business as presently conducted, and to enter into the transactions contemplated by this Agreement. 8.2 Retail Developer's execution, delivery and performance of this Agreement has been duly authorized by all necessary company actions and does not conflict with or constitute a default under any indenture, agreement or instrument to which it is a party or by which it may be bound. 8.3 This Agreement constitutes the valid and binding obligations of Retail Developer, enforceable against Retail Developer in accordance with its terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 9. REPRESENTATIONS OF THE CRA. The CRA makes the following representations to Master Developer and Retail Developer: 9.1 The CRA is duly organized and validly existing under the laws of the State of Florida and has full power and capacity to own its own properties, to carry on its business as presently conducted by the CRA, and to perform its obligations under this Agreement. 20 #34336011_v3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 9.2 The CRA's execution, delivery and performance of this Agreement has been duly authorized by all necessary actions and does not conflict with or constitute a default under any indenture, agreement or instrument to which it is a party or by which it may be bound. 9.3 This Agreement constitutes the valid and binding obligations of the CRA, enforceable against the CRA in accordance with its terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 10. NOTICES. All notices, demands, designations, certificates, requests, offers, consents, approvals, appointments and other instruments given pursuant to this Agreement (collectively called "Notices") shall be in writing and given by (a) hand delivery, (b) recognized express overnight delivery service, (c) certified or registered mail, return receipt requested, or (d) facsimile and shall be deemed to have been delivered upon (i) receipt, if hand -delivered, (ii) the next Business Day, if delivered by express overnight delivery service, (iii) if sent by certified or registered mail, return receipt requested the day evidenced by the return receipt or the day delivery is refused; or (iv) transmittal, if sent on a business day by facsimile and if sent by facsimile on a day other than a business day, on the first business day following transmittal. Notices shall be provided to the parties and addresses specified below: MASTER DEVELOPER: MIAMI FIRST, LLC MIAMI SECOND,LLC MIAMI THIRD, LLC MIAMI FOURTH, LLC MIAMI A/I, LLC c/o Miami World Center Holdings, LLC 1645 Palm Beach Lakes Boulevard Suite 1200 West Palm Beach, Florida 33401 Fax: (561) 961-1178 Copy to: Steams Weaver Miller Weissler Alhadeff & Sitterson, P.A. 150 W. Flagler Street Suite 2200 Miami, FL 33130 Attention: Marina Ross, Esq. / Javier E. Fernandez, Esq. Fax: (305) 789-3501 RETAIL DEVELOPER Forbes Miami NE 1st Avenue LLC 100 Galleria Officentre, Ste. 427 Southfield, MI 48034 Attention: Nathan Forbes 21 #34336011 v3 Fax: (248) 827-7228 Copy to: CRA: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Honigman Miller Schwartz and Cohn LLP 600 Woodward Avenue 2290 First National Building Detroit, MI 48226 Attention: Lawrence McLaughlin, Esq. / David Jacob, Esq. Fax: (313) 465-7475 Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Avenue, 3rd Floor Miami, FL 33136 Attention: Clarence E. Woods, III, Executive Director Fax: (305) 679-6835 Copy to: Holland & Knight LLP 701 Brickell Avenue Suite 3000 Miami, Florida 33131 Attention: William R. Bloom, Esq. Fax: (305) 789-7799 11. APPROVAL OF CRA BUDGET. Master Developer and Retail Developer each acknowledge that no voter approval was obtained in connection with this Agreement and that neither the City nor the County has approved this Agreement. In the event this Agreement is determined to be unenforceable in whole or in part as a result of (i) the multi -year CRA commitment regarding the Incentive Payments and Extra Incentive Payments or (ii) the failure to obtain CRA Approval, City Approval and County Approval of the CRA Budget including a line item for the Incentive Payment and Extra incentive Payment, if applicable, on an annual basis, Master Developer and Retail Developer each acknowledge and agree that the CRA shall have no liability to Master Developer and Retail Developer, or either of them, arising under this Agreement. Master Developer and Retail Developer each acknowledge that this provision is a material inducement for the CRA to enter into this Agreement. 12, COUNTY APPROVAL. Master Developer and Retail Developer each acknowledge that this Agreement has not been submitted to the Board of County Commissioners of the County for review or approval and that the Incentive Payments and Extra Incentive Payments contemplated by this Agreement will be included in the annual budget (subject to CRA Approval) submitted by the CRA to the City Commission of the City for approval and submitted by the CRA to the Board of County Commissioners of the County for approval, once the CRA 22 p343360I1 v THIS DOCUMENT 1S A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Budget is approved by the CRA Board and City Approval is obtained. The CRA shall use commercially reasonable efforts to procure the City Approval and the County Approval of the CRA. Budget. The CRA shall have no liability to either Master Developer or Retail Developer in the event that City Approval and County Approval are not obtained. 13. NON -RECOURSE. This Agreement is non -recourse to the CRA. In the event of a breach of this Agreement by the CRA, the Master Developer (and only the Master Developer or any impacted Assignee) may seek specific performance of this Agreement or bring an action at law which shall be limited to recovery of any Incentive Payments and Extra Incentive Payments due under the terms of this Agreement and in no event shall Master Developer or any Assignee have the right to seek damages against the CRA. 14. DEFAULT BY MASTER DEVELOPER AND RETAIL DEVELOPER. 14.1 In the event Retail Developer breaches its duties and obligations under this Agreement, and such failure is not cured within thirty (30) days of the issuance of written notice of default specifying the breach (or such longer period of time, not to exceed one hundred and fifty (150) days, if the default, by its nature cannot reasonably be cured within such thirty (30) day period and Retail Developer has commenced such curative action within such thirty (30) day period and diligently pursues same until completion), the CRA may pursue all remedies available at law or in equity to cause Retail Developer to comply with the terms of this Agreement. 14.2 In the event Master Developer breaches its duties and obligations under this Agreement, and such failure is not cured within thirty (30) days of the issuance of written notice of default specifying the breach (or such Longer period of time, not to exceed one hundred and fifty (150) days, if the default, by its nature cannot reasonably be cured within such thirty (30) day period and Master Developer has commenced such curative action within such thirty (30) day period and diligently pursues same until completion), the CRA may pursue all remedies available at law or in equity to cause Master Developer to comply with the terms of this Agreement. In addition, so long as such breach or default continues, the obligations of the CRA under this Agreement with respect to Incentive Payments and the Extra Incentive Payments (other than any Incentive Payments and Extra Incentive Payments, if any, that have been previously assigned by Master Developer under Section 4.2.3) shall be suspended, and if any such suspension shall continue for more than one year, then the CRA shall have no further duties or obligations under this Agreement to the Master Developer with respect to any such Incentive Payments and Extra Incentive Payments. 14.3 No breach by the Retail Developer under Section 14.1 with respect to the Retail Center shall be deemed a breach by Master Developer under Section 14.2 with respect to the Project, excluding the Retail Center, and, conversely, no breach by Master Developer with respect to any portion of the Project, excluding the Retail Center, under Section 14.2 shall be deemed a breach by Retail Developer under Section 14.1 with respect to the Retail Center. 15. ADJUSTMENT TO FOLIO NUMBERS. Master Developer, Retail Developer and CRA each acknowledge that the current tax folio numbers with respect to the Property shall change as a result of the redevelopment of the Property in connection with the Project, including the adoption of a revised subdivision plan. In such event, the Executive Director of the CRA and 23 #34336011_v3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. the Master Developer or Retail Developer, as applicable, shall proceed in good faith to agree as to which new folio numbers are applicable to portions of the Project, based upon the adjustment in such new folio numbers by the Miami -Dade County Property Appraiser. Such aforementioned adjustments, as may be necessary, shall also be made with respect to those portions of the Project which are also subject to the First Source Hiring Agreement (Retail/Hotel) and First Source Hiring Agreement (Retail Center). 16. RELATIONSHIP BETWEEN PARTIES. This Agreement does not evidence the creation of, nor shall it be construed as creating, a partnership or joint venture between the CRA and Master Developer and/or Retail Developer. No party can create any obligations or responsibility on behalf of the others or bind the others in any manner. Each party is acting for its own account, and it has made its own independent decisions to enter into this Agreement and as to whether the same is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary. Each party acknowledges that none of the other parties hereto is acting as a fiduciary for or an adviser to it in respect of this Agreement or any responsibility or obligation contemplated herein. Master Developer and Retail Developer each further represent and acknowledge that no one was paid a fee, commission, gift or other consideration by such party or such party's agent as an inducement to entering into this Agreement. 17. AGREEMENT TO RUN WITH THE LAND. This Agreement, and all rights and obligations herein, shall be binding upon Master Developer and Retail Developer and their respective successors and assigns and run with title to the Property. Master Developer represents and warrants to the CRA that it is the fee simple owner of the property described in Exhibit "A- 1" attached hereto, and Retail Developer represents and warrants to the CRA it is fee simple owner of the property described in Exhibit "A-2" attached hereto. 18. BUDGET & APPROPRIATION. CRA covenants and agrees to budget the Incentive Payment and Extra Incentive Payment, if applicable, as a line item in its annual operating budget subject to CRA Approval, City Approval and County Approval. CRA further covenants to use commercially reasonable efforts to procure annual approval of its operating budget, including the Incentive Payment and Extra Incentive Payment, if applicable, as contemplated by this Agreement, by both the City and County. 19. CONSULTANT AND PROFESSIONAL COMPENSATION. Master Developer and Retail Developer each has retained consultants and professionals to assist Master Developer and Retail Developer with the negotiation and execution of this Agreement, and Master Developer and Retail Developer each may compensate those consultants and professionals at their standard hourly rate for services performed, or any other method of compensation that is considered standard and reasonable for that particular service. Notwithstanding anything to the contrary contained herein, in no event shall Master Developer or Retail Developer compensate any such consultant or professional in any form that would be deemed a "bonus," "success fee" or "finder's fee" in exchange for the CRA Board's approval of this Agreement. 20. MISCELLANEOUS. #34336011 24 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 20.1 All of the parties to this Agreement have participated fully in the negotiation and preparation hereof, and, accordingly, this Agreement shall not be more strictly construed against any one of the parties hereto and shall be interpreted in a accordance with its plain meaning. 20.2 In the event any term or provision of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Agreement shall be construed to be in frill force and effect. 20.3 In the event of any litigation between the parties under this Agreement, the prevailing party shall be entitled to recover attorneys' fees and costs at trial and appellate levels. 20.4 In construing this Agreement, the singular shall be held to include the plural, the plural shall be held to include the singular, the use of any gender shall be held to include every other and all genders, and captions and Paragraph headings shall be disregarded. 20.5 All of the exhibits attached to this Agreement are incorporated in, and made a part of, this Agreement. 20.6 Time shall be of the essence for each and every provision of this Agreement. 20.7 No provision of this Agreement is intended, nor shall any be construed, as a covenant of any official (either elected or appointed), director, employee or agent of the CRA, in an individual capacity. 20.8 This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Any action, in equity or in law, with respect to this Agreement must be brought and heard in Miami -Dade County, Florida. 20.9 This Agreement shall be recorded in the Public Records of Miami -Dade County at the sole cost and expense of Master Developer and Retail Developer. 20.10 This Agreement may not be changed, altered or modified except by an instrument in writing signed by the party against whom enforcement of such change would be sought. 20.11 From time to time and upon written request from the Master Developer or Retail Developer, the Executive Director, on behalf of the CRA, shall execute an estoppel certificate or similar certification, in form, scope and substance reasonably acceptable to the requesting party, confirming Master Developer or Retail Developer's, as appropriate, compliance with the conditions set forth in this Agreement (and/or disclosing any then failure or default by either such party). 21. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and there are no other 25 f134336011_v3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. agreements, representations or warranties other than as set forth herein. This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns. FSIGNATURE PAGES TO FOLLOW' 26 #34336011_v3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN WITNESS hereof the parties have executed this Agreement as of the date first above written. STATE OF FLORIDA ) COUNTY OF MIAMI-DADE MASTER DEVELOPER: MIAMI FIRST, LLC, a Delaware limited liability company By: Miami First Manager, Inc., a Delaware corporation, its managin member By: Name: NAt�•twani Title: Vice ' esident The foregoing instrument was acknowledged before me this 29 day of t{,171.Cc, 2015, by Nitin Motwani, as Vice President of Miami First Manager, Inc., , a Delaware corporation, as managing manager of Miami First, LLC, a Delaware limited liability company, on behalf of the corporation and the company, who is personally known to me or has produced as identification. My Commission Expires: PAX 'a% Alexa Hackmeier COMMISSION # FF176769 fl,� EXPIRES: November 16, 2018 Jtpuma WWW.AARONNOTARY.COM 27 Notary Public, Sate of Florida #34336011_v3 WITNESS: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. MIAMI SECOND, LLC, a Delaware limited liability company By: Miami Second Manager, Inc., a Delaware corporation, its managing member By: Name: Title: The foregoing instrument was acknowledged before me this 2fl day of 1 b .ivy 2015, by Nitin Motwani, as Vice President of Miami Second Manager, Inc., a Delaware corporation, as managing manager of Miami Second, LLC, a Delaware limited liability company, on behalf of the corporation and the company, who is personally known to me or has produced as identification. My Commission Expires: Alexa Hackmeier- COMMJSSI0h1 i FF176769 EXPIEES: November 16, 2018 WiNW.AAROPJNJTARY.COY 28 ikk Notary Public, S to of Florida #34336011_v3 WITNESS: Print Name: Print Name: c - STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledg by Nitin Motwani, as Vice President of corporation, as managing member of Miami Third, on behalf of the corporation and the company, who as identification. My Commission Expires: Alexa Hackmeief COMMISSION i FF176769 EX1' I S: November 16, 2018 ri �'IN'.li,v P1 @FJNOTARY.COM 434336011 29 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. MIAMI THIRD, LLC, a Delaware limited liability company By: Miami Third Manager, Inc., a Delaware corporation, its managing member By: Name: Ni Title: Vice Presiden ged before me this 2 q day of 'Ve_ }U ►YJ Miami Third Manager, Inc., a Delaware LLC, a Delaware limited liability company, is personally onown to me or has produced Notary Public, S :te of Florida STATE OF FLORIDA COUNTY OF MIAMI-DADE ) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. MIAMI FOURTH, LLC, a Florida limited liability company By: Miami Fourth Manager, Inc., a Delaware corporation, its managing member By: Name: Nitin Motw Title: Vice Preside The foregoing instrument was acknowledged before me this 2 1 day of &7M ) , 2015, by Nitin Motwani, as Vice President of Miami Fourth Manager, Inc., a Delaware corporation, as managing member of Miami Fourth, LLC, a Delaware limited liability company, on behalf of the corporation and the company, who is personally known to me or has produced as identification. My Commission Expires: A!exa Hackmeier COMMISSiJil i FF176769 EnPIRES: h'2vdmi;e' 16, 2018 WWW.AAkUiiAI OTARY.0011 #34336011_v3 30 Notary Public, State of Florida THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. MIAMI A/I, LLC, a Delaware limited liability company By: Miami A/I Manager, Inc., a Delaware corporation, its managing member By: Name: Title: Vice Presid nt STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this 21 day of -1-e )A. t2 V 2015, by Nitin Motwani, as Vice President of Miami A/I Manager, Inc., a Delaware corporation, as managing member of Miami A/I, LLC, a Delaware limited liability company, on behalf of the corporation and the company, who is personally known to me or has produced as identification. My Commission Expires: Alexa Hackmeier COMMISSION i FF176769 EXPIRES: November 16, 2018 WWW.AARONNOTARY.COM 31 a cAnkuv Notary Public, Stl3te of Florida #3433601I_v3 WITNESS: n Name: nt N. i, ! l©tu-1.1 ( --w STATE OF ge,g,gA, ) COUNTY OF THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. RETAIL DEVELOPER: FORGES MIAMI NE 1ST AVENUE LLC, a Michigan limited liability ompany By: Name: Title: The fore oing instrument was cknowled , 2015, by t1 thikkit.-i .k4a , as Avenud', LLC, a Michigan limited liability company, on beh who is personally known to me or has produced Commission Expires: Brenda Walton, Notary Public State of Michigan, County of Oakland My Commission Expires 10 1/2017 Acting in the County ofQ,}�,g.�; 32 1134335f11't v3 ed before me this day of f Forbes Miami NE 1' limited liability company, as identification. WITNESS: STATE OF FLORIDA ) SS: COUNTY OF MIAMI-DADE THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. CRA: Southeast Ove o 'ark West Community Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes By: ce E. Woods, Ill Executive Director ATTEST: By; Tod . Hannon CIerk'btThe Board APPROVED AS TO FO William R. Bloom CRA Special Counsel The foregoing instrument was acknowledged before me, this , , .ay of February, 2015, by Clarence E. Woods, 111, Executive Director of SOUTHEAST OVERTOWN/PARK WEST CO ITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, on behalf of the agency. He/she is personally known to me or has produced as identification. Notary Public, State of Flori Printed Name: My Commission expires: 33 arge ANDREA SMITH NOTARY PUBLIC STATE OF FLORIDA FF1509 1/1 418 #34336011_0 Exhibit "A-1" Legal Description of Property BLOCK 22 Parcel A-1 (01-0102-020-1020) OWNER ENTITY: MIAml FIRST, LLC THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Lot 1, less the North 10 feet and the East 10 feet, Lots 2, 3, 4 and 5, less the North 10 feet, and Lots 16, 17, 18, 19 and 20, less the East 10 feet of Lot 20, all in Block 22 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida, LESS AND EXCEPT the following: The South 2.5 feet of the North 12.5 feet of Lots 1, 2, 3, 4 and 5; AND The external area of a circular curve, having a radius of 7 feet and tangents which are 37.5 feet South of and parallel with the centerline of N.E. 10th Street and 42.5 feet West of and parallel with the centerline of N.E. 21'd Avenue; AND The West 5 feet of the East 15 feet1; AND The West 5 feet of the " 5 feet of the North 72.0 feet of Lot 20; AND The West 7.5 feet of the East 17.5 feet of the South 78.0 feet of Lot 20; AND The external area of a circular curve, having a radius of 25 feet and tangents which are 42.5 feet West of and parallel with the centerline of N.E. 2' Avenue and 25 feet North of and parallel with the centerline of N.E. 9th Street. Parcel A-2 (01-0102-020-1030) OWNER ENTITY: MIAMI FOURTH, LLC Lots 6 and 7 Block 22 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida, less the North 10 feet thereof. Parcel A-3 (01-0102-020-1080) OWNER ENTITY: MIAMI FIRST, LLC Lot 8 Block 22 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. #3433601 1_v3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Parcel A-4 (01-0102-020-1100) OWNER ENTITY: MIAMI FIRST, LLC The North 100 feet of Lots 9 and 10 Block 22 North, City of Miarni, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel A-5 (01-0102-020-1090) OWNER ENTITY: MIAMI FIRST, LLC The South 50 feet of Lots 9 and 10 Block 22 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel A-6 (01-0102-020-1110) OWNER ENTITY: MIAMI FIRST, LLC Lot 11 Block 22 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel A-7 (01-0102-020-1120) OWNER ENTITY: MIAMI FIRST, LLC Lot 12 Block 22 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel A-8 (01-0102-020-1130) OWNER ENTITY: MIAMI FIRST, LLC Lot 13 Block 22 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel A-9 (01-0102-020-1140) OWNER ENTITY: MIAMI FOIJR11i, LLC Lots 14 and 15 Block 22 North, City of Miami, according to the plat e of, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. 35 #343360' BLOCK39 Parcel B-1 (01-0103-090-1010) OWNER ENTITY: MIAMI A/1„ LLC THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. The North 100 feet of Lots 1 and 2, less the East 35 feet thereof, Block 39 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami - Dade County, Florida. Parcel B-2 (01-0103-090-1030) OWNER ENTITY: MIAMI A/1, LLC Lots 3 and 4 Block 39 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel B-3 (01-0103-090-1040) OWNER ENTITY: MIAMI A/I, LLC Lots 5 and 6 Block 39 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miarni-Dade County, Florida. Parcel B-4 (01-0103-090-1050) OWNER ENTITY: MIAMI Ail, LLC Lots 7, 8 and 13, together with the South 90 feet of Lots 11 and 12, all in Block 39 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami - Dade County, Florida. Parcel B-5 (0 1-0 1 03 -090-1 060) OWNER ENTITY: MIAMI Ail, LLC Lots 9 and 10, together with the North 60 feet of Lots 11 and 12, all in Block 39 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami - Dade County, Florida. Parcel B-6 (01-0103-090-1110) OWNER ENTITY: MIAMI A/I, LLC Lot 14 Block 39 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel B-7 (01-0103-090-1120) OWNER ENTITY: MIAMI Ail, LLC Lot 15 Block 39 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. 36 034336011_v3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Parcel B-8 (01-0103-090-1130) OWNER ENTITY: MIAMI Ail, LLC Lot 16, less the South 8 feet thereof, Block 39 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel B-9 (01-0103-090-1140) OWNER ENTITY: MIAMI All, LLC Lots 17 and 18, less the South 8 feet thereof, Block 39 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel B-I0 (01-0103-090-1020) OWNER ENTITY: MIAMI AJI, LLC Lots 19 and 20, less the South 60.5 feet thereof and less the East 35 feet of Lot 20, together with the South 50 feet of Lot 1, less the East 35 feet, and the South 50 feet of Lot 2, all in Block 39 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. 37 N34336011_v3 BLOCK 42 Parcel C-1 (01-0104-020-1010) OWNER ENTITY: MIAMI A/I, LLC THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. The North 140 feet of Lot 1, less the East 10 feet thereof, Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-2 (01-0104-020-1030) OWNER ENTITY: MIAMI A/1, LLC The East one-half of the North 140 feet of Lot 2 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-3 (01-0104-020-1040) OWNER ENTITY: MIAMI A/1, LLC The West one-half of the North 140 feet of Lot 2 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-4 (01-0104-020-1050) OWNER ENTITY: MIAMI A/I, LLC Lot 3 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-5 (01-0104-020-1080) OWNER ENTITY: MIAMI A/1, LLC Lot 4, 5 and 6 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-6 (01-0104-020-1090) OWNER ENTITY: MIAMI A/1, LLC Lot 7 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-7 (01-0104-020-1100) OWNER ENTITY: MIAMI A/1, LLC Lot 8 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-8 (01-0104-020-1110) OWNER ENTITY: MIAMI A/I, LLC Lots 9 and 10 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. 38 #34336011_v3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Parcel C-9 (01-0104-020-1130) OWNER ENTITY: MIAMI SECOND, LLC The South 100 feet of Lots 11 and 12 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-10 (01-0104-020-1140) OWNER ENTITY: MIAMI A/1, LLC Lot 13 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-11 (01-0104-020-1150) OWNER ENTITY: MIAMI A/I, LLC Lot 14 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-12 (01-0104-020-1160) OWNER ENTITY: MIAMI FOURTH, LLC Lot 15 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-13 (01-0104-020-1170) OWNER ENTITY: MIAMI FOURTH, LLC Lot 16 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-14 (01-0104-020-1180) OWNER ENTITY: MIAMI FOURTH, LLC Lot 17 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-15 (01-0104-020-1190) OWNER ENTITY: MIAMI A/1, LLC Lot 18 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-16 (01-0104-020-1200) OWNER ENTITY: MIAMI A/I, LLC The South 100 feet of Lot 19 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. 39 #3433601 I_v3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Parcel C-17 (01-0104-020-1210) OWNER ENTITY: MIAMI AA, LLC The South 100 feet of Lot 20, less the East 10 feet thereof, Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-18 (01-0104-020-1020) OWNER .ENTITY: MIAMI AA, LLC The South 10 feet of Lots 1 and 2, together with the North 50 feet of Lots 19 and 20, all in Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. 40 fi343360; BLOCK 59 Parcel D-1 (01-0105-090-1020) OWNER ENTITY: MIAMI All, LLC THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. All of Lots 1 through 10, except the South 45 feet of Lots 1 through 10 and except the East 33 feet of Lot 1, and except the West 10 feet of Lot 10 thereof, Block 59 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. 41 #34336011_v3 BLOCK 58 Parcel E-1 (01-0105-080-1010) OWNER ENTITY: MIAMI A/I, LLC THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. The North 120 feet of Lot 1, less the East 10 feet of Lot 1 and the East three-quarters of the North 105 feet of Lot 2, Block 58 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel E-2 (01-0105-080-1020) OWNER ENTITY: MIAIvil FOURTH, LLC The North 105 feet of the West one -quarter of Lot 2, and the North 105 feet of the East one-half of Lot 3, Block 58 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel E-3 (01-0105-080-1030) OWNER ENTITY: MIAMI FOURTH, LLC The North 105 feet of the West one-half of Lot 3 and the North 105 feet of Lot 4, Block 58 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel E-4 (01-0105-080-1040) OWNER ENTITY: MIAMI FOURTH, LLC The North 105 feet of Lot 5 and 6, Block 58 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel E-5 (01-0105-080-1050) OWNER ENTITY: MIAMI FOURTH, LLC The North 105 feet of Lot 7 and 8, Block 58 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel E-6 (01-0105-080-1060) OWNER ENTITY: MIAMI FOURTH, LLC Lots 9 and 10, less the South 30 feet thereof, Block 58 North, City of Miami, according to the plat thereof, as recorded in Plat Book 13, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel E-7 (01-0105-080-1070) OWNER ENTITY: MIAMI FOURTH, LLC The South 120 feet of Lots 11 and 12, in Block 58, NORTH CITY OF according to the plat thereof as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. 42 tl3433601 I_v3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Parcel E-8 (01-0105-080-1080) OWNER ENTITY: MIAMI FOURTH, LLC The South 120 feet of Lots 13 and 14, in Block 58, NORTH CITY OF according to the plat thereof as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. Parcel E-9 (01-0105-080-1120) OWNER ENTITY: MIAMI AJI, LLC The South 120 feet of Lots 19 and 20, less the East 10 feet of Lot 20, Block 58 North, of CITY OF i, according to the plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of I i-Dade County, Florida. 43 #343360I1_v3 BLOCK 43 Parcel F-1 (01-0104-030-1020) OWNER ENTITY: MIAMI FOURTH, LLC THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Lots 1 through 3, less the North 10 feet and less the East 10 feet of Lot 1, Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami - Dade County, Florida. Parcel F-2 (01-0104-030-1040) OWNER ENTITY: MIAMI FOURTH, LLC Lot 4 and the East one-half of Lot 5, Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel F-3 (01-0104-030-1050) OWNER ENTITY: MIAMI FIRST, LLC The West one-half of Lot 5 and the East one-half of Lot 6, less the North 10 feet thereof, Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel F-4 (01-0104-030-1060) OWNER ENTITY: MIAMI FIRST, LLC Lot 7 and the West one-half of Lot 6, less the North 10 feet thereof, Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami - Dade County, Florida. Parcel F-5 (01-0104-030-1070) OWNER ENTITY: MIAMI FIRST, LLC Lot 8, less the North 10 feet thereof, Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel F-6 (01-0104-030-1080) OWNER ENTITY: MIAMI FIRST, LLC Lots 9 and 10, less the North 10 feet thereof, less the West 10 feet of Lot 10 and less that portion of Lot 10 conveyed to the City of Miami pursuant to that certain deed recorded in Deed Book 1348, Page 312 of the Public Records of Miami -Dade County, Florida, and lying within the external area bounded by a 15.00 foot radius arc concave to the Southeast, tangent to and bounded by the South line of the North 6.00 feet of said Lot 10, and tangent to and bounded by the East line of the West 6 feet of said Lot 10, all in Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. 44 #34336011_v3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Parcel F-7 (01-0104-030-1090) OWNER ENTITY: MIAMI FIRST, LLC The North 25 feet of Lots 11 and 12, less the West 10 feet of Lot 11, Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami - Dade County, Florida. Parcel F-8 (01-0104-030-1 100) OWNER ENTITY: MIAMI FIRST, LLC The South 25 feet of the North 50 feet of Lots 11 and 12, less the West 10 feet of Lot 11, Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel F-9 (01-0104-030-1110) OWNER ENTITY: MIAMI FIRST, LLC The North 50 feet of the South 100 feet of Lots 11 and 12, less the West 10 feet of Lot 11, Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel F-10 (01-0104-030-1120) OWNER ENTITY: MIAMI FIRST, LLC The South 50 feet Lots 11 and 12, less the West 10 feet of Lot 11, Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami - Dade County, Florida. Parcel F-11 (01-0104-030-1130) OWNER ENTITY: MIAMI FIRST, LLC Lot 13 Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel F-12 (01-0104-030-1140) OWNER ENTITY: MIAMI FOURTH, LLC Lot 14 Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel F-13 (01-0104-030-1150) OWNER ENTITY: MIAMI FOURTH, LLC Lot 15 Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. 45 #34336011_v THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Parcel F-14 (01-0104-030-1160) OWNER ENTITY: MIAMI FOURTH, LLC Lots 16 and 17 Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel F-15 (01-0104-030-1170) OWNER ENTITY: MIAMI FOURTH, LLC Lot 18 Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel F-16 (01-0104-030-1180) OWNER ENTITY: MIAMI THIRD, LLC Lots 19 and 20 Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. 46 034336011_v3 BLOCK 18 Parcel H-1 (01-0101-080-1010) OWNER ENTITY: MIAMI FIRST, LLC THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. The North 125 feet of Lots 1 and 2, Block 18 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida, LESS the east 10 feet of Lot 1. Parcel H-2 (portion of Ol-0101-080-1011) OWNER ENTITY: MIAMI FIRST, LLC The South 25 feet of Lots 1 through 5, the North 12.5 feet ofLot 15, the North 25 feet of Lot 16, and the North 12.5 feet of Lots 19 and 20, Block 18 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida. 47 P34336011 BLOCK 19 Parcel J-1 (01-0101-090-1121) OWNER ENTITY: MIAMI FIRST, LLC THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. The South 125 feet of Lot 14, Block 19 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida. Parcel J-2 (01-0101-090-1130) OWNER ENTITY: MIAMI FIRST, LLC The South 125 feet of Lot 15, Block 19 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida. Parcel J-3 (01-0101-090-1052) OWNER ENTITY: MIAMI FIRST, LLC The North 125 feet of Lot 6, Block 19 North, City of Miarni, according to the plat thereof, as recorded in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida. Parcel J-4 (01-0101-090-1060) OWNER ENTITY: MIAMI FIRST, LLC The North 125 feet of Lots 7 and 8, Block 19 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at page 41 of the Public Records o Miami -Dade County, Florida. Parcel J-5 (01-0101-090-1090) OWNER ENTITY: MIAMI FIRST, LLC The North 125 feet of Lots 9 and 10, Block 19 North, City of Mia,mi, according to the plat thereof, as recorded in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida. LESS AND EXCEPT: The land conveyed to the City of Miami set forth in Warranty Deed recorded in Official Records Book 11622, page 2042, more particularly described as follows: The West 10 feet of the North 125 feet of Lot 10, Block 19 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida. 48 434336011_ THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Parcel J-6 (01-0101-090-1140) OWNER ENTITY: MIAMI FIRST, LLC The South 147.5 feet of Lots 16, 17, 18, 19 and the South 147.5 feet of the West 40 feet of Lot 20, less the South 10 feet thereof, Block 19 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida, LESS AND EXCEPT the following portion of Lot 20: Begin at the Point of Intersection of the West line of the East 10.00 feet of said Lot 20 with the South line of the North 2.50 feet of said Lot 20; thence run S 02°14'I7" E along the West line of the East 10.00 feet of said Lot 20 for a distance of 48.09 feet to the Point of Curvature of a circular curve concave to the West; thence run Northerly and Northwesterly along the arc of said circular curve concave to the West, having a radius of 428.88 feet, through a central angle of 06°28'41", for an arc distance of 48.15 feet to the Point of Intersection with the South line of the North 2.50 feet of said Lot 20; thence run N 87°44'14" E, along the South line of the North 2.50 feet of said Lot 20, for a distance of 2.72 feet to the Point of Beginning. Parcel J-7 (01-0101-090-1010) OWNER ENTITY: MIAMI FIRST, LLC The North 121 feet of Lots 1, 2 and 3, less the East 10 feet of Lot 1, Block 19, North City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami - Dade County, Florida, LESS AND EXCEPT the following portion of such Lot 1: Begin at the Point of Intersection of the North line of said Lot 1 with the West line of the East 10.00 feet of said Lot 1; thence run S 87°4435" W, along the North line of said Lot 1; for a distance of 40.00 feet to the Northwest corner of said Lot 1; thence run S 02°14'15" E, along the West line of said Lot 1, for a distance of 65.00 feet to the Point of Intersection with the South line of the North 65.00 feet of said Lot 1; thence run N 87°44'35" E, along the South line of the North 65.00 feet of said Lot 1, for a distance of 11.88 feet; thence run S 12°49'23" E for a distance of 56.95 feet to the Point of Intersection with the North line of the South 29.00 feet of said Lot 1, thence run N 87°44'14" E, along the North line of the South 29.00 feet of said Lot 1, for a distance of 17.67 feet to the Point of Intersection with the West line of the East 10.00 feet of said Lot 1; thence run N 02°14'17" W, along the West line the East 10.00 feet of said Lot 1, for a distance of 120.98 feet to the Point of Beginning. Parcel J-8 (01- 01-090-1050) OWNER ENTITY: MIAMI FIRST, LLC The North 125 feet of Lot 4, Block 19, North, City of Miami, according to the plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. 49 #34336011_v3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Parcel J-9 (01-0101-090-1051) OWNER ENTITY: MIAMI FIRST, LLC The North 125 feet of Lot 5, Block 19, North, City of Miami, according to the plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. Parcel J-10 (01-0101-090-1030) OWNER ENTITY: MIAMI FIRST, LLC The South 25 feet of lots 1 through 10, the North 25 feet of Lots 11, 13, 14 and 15, the North 15 feet of Lot 12, the North 2.5 feet of Lots 16 through 19, the North 2.5 feet of the West 40 feet of Lot 20, and the North 25 feet of the East 10 feet of Lot 20, Block 19 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. and The North 4 feet of the South 29 feet of Lots 1 through 3, Block 19 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. 50 #34336011_v3 BLOCK 23 Parcel K-1 (01-0102-030-1010) OWNER ENTITY: MIAMI THIRD, LLC THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. The North 30 feet of the South 75 feet of Lots 1 and 2, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-2 (01-0102-030-1020) OWNER ENTITY: MIAMI THIRD, LLC The North one half of Lots 1 and 2, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-3 (01-0102-030-1030) OWNER ENTITY: MIAMI THIRD, LLC The South 45 feet of Lots 1 and 2, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-4 (01-0102-030-1040) OWNER ENTITY: MIAMI THIRD, LLC Lot 3, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-5 (01-0102-030-1060) OWNER ENTITY: MIAMI THIRD, LLC Lot 6, LESS the North 10 feet thereof, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-6 (01-0102-030-1070) OWNER ENTITY: MIAMI THIRD, LLC Lots 7 and 8, LESS the North 8 feet thereof, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-7 (01-0102-030-1100) OWNER ENTITY: MIAMI THIRD, LLC The South 50 feet of Lots 9 and 10, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-8 (01-0102-030-1120) OWNER ENTITY: MIAMI THIRD, LLC The South one half of Lot 11, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. 51 #34336.01 I ,3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Parcel K-9 (01-0102-030-1130) OWNER ENTITY: MIAMI THIRD, LLC The South one half of Lot 12, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-10 (01-0102-030-1140) OWNER ENTITY: MIAM1 THIRD, LLC Lot 13, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-11 (01-0102-030-1200) OWNER ENTITY: MIAMI THIRD, LLC The South 85 feet of Lot 19, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-12 (01-0102-030-1210) OWNER ENTITY: MIAMI THIRD, LLC The North 65 feet of Lot 19 and the North 65 feet of Lot 20, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-13 (01-0102-030-1220) OWNER ENTITY: MIAMI THIRD, LLC The South 85 feet of Lot 20, Block 23 North, City of Miami, according to the Plat thereof, as recorded Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-14 (01-0102-030-1050) OWNER ENTITY: MIAMI THIRD, LLC Lots 4 and 5, Block 23, North, City of Miami, according to the map or plat thereof, recorded in Plat Book B, Page 41, of the public records of Miami -Dade County, Florida. Parcel K-I5 (01-0102-030-1090) OWNER ENTITY: MIAMI FIRST, LLC The South 50 feet of the North 100 feet of Lots 9 and 10, Block 23, NORTH, CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. 52 1134336OI THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Parcel K-16 (01-0102-030-1110) OWNER ENTITY: MIAMI FIRST, LLC The South 25 feet of the North 75 feet of Lots 11 and 12, and the North 50 feet of Lots 11 and 12, Block 23, I NORTH, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. Parcel K-17 (01-0102-030-1080) OWNER ENTITY: MIAMI THIRD, LLC The North 50 feet of Lots 9 and 10, Block 23 North, CITY OF MIAMI, according to the plat thereof as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. 53 1134336011_v3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT A-2 FORBES MIAMI PARCEL The North 50.00 feet of Lots 11 and 12, Block 42 NORTH, of the CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. Parcel Identification Number: 01-0104-020-1120 a/k/a 717-719 NE 1Avenue, Miami, FL 33132 54 #34336011 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Exhibit "B" The Project MIAMI WORLD CENTER is mixed use development consisting of two (2) master Phases in multiple sub -phases. Below is a summary of the anticipated phasing of the Project with all Anticipated Development Values being good faith projections as of the date of the Agreement of which this exhibit is a part. Phase ILA (Block C, D, F, H) — 10.4 acres Anticipated Development Value: $306 million 1. Approximately 765,000 net square feet of retail (including restaurant uses) (the "Retail Center"); ii. Approximately 2,250 - 3,000 space parking garage; Phase 1B (Towers on Blocks D & H) Anticipated Development Value: $273.7 million i. Approximately 482 condominium units & related parking; and ii. Approximately 420 multi -family units & related parking Phase 1C (North) (Block E) — 2.7 acres Anticipated Development Value: $267.5 million i. 0.4 acre park; ii. Approximately 300 hotel units; iii. Approximately 400 apartment units; iv. Approximately 150 condominium units; v. Approximately 25,000 square feet of retail; and vi. Approximately 1,000 structured and/or open parking spaces Phase 1C (South) (Block G North) — 1.6 acres Anticipated Development Value: $186 million i. Approximately 704 apartment units; ii. Approximately 25,000 square feet of retail; and iii. Approximately 1,034 parking spaces structured and/or open parking spaces. Phase II (Block A) — 3.2 acres Anticipated Development Value: $422.8 million ► Program undefined Phase II (Block B) — 2.5 acres Anticipated Development Value: $313.1 million ► Program undefined $3433601I_v3 • * • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Exhibit "C" Estimated TIF by Phase SE I Estimated Phase Completion Phase IA (Block C. D. F. H) — 0.4 acres D Anticipated Development Value: $306 million D Estimated TIF: $3,579,505 Phase 1B (Towers on Block B & D Anticipated Development Value: $273.7 million D Estimated TIF: $3,201,669 Phase 1C (North) (Block E) — 2.7 acres D Anticipated Development Value: $267.5 million D Estimated TIF: $3,129,143 Phase 1C (South) (Block G North) — 1.6 acres D Anticipated Development Value: Estimated TIF: SE IT Block A —12 acres D Anticipated Development Value: D Estimated TIF: Block B — 2.5 acres D Anticipated Development Value: D Estimated TIF: $186 million $2,175,778 $422.8 million $4,945, 800 $313.1 million $3,662,559 January 1, 2019 January 1, 2019 January 1, 2021 January 1, 2021 January 1, 2024 January 1, 2025 #343360 Exhibit "D" Pubiic Infrastructure Improvements 57 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. #3433601 v t THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Miami World Center Phase 1 Infrastructure & Garage Estimate Updated 10-22-14 Description Coastal/Tishrnan Amount Public Parking 2. 4. Demolltlon Earthwork Water Distribution System Storm Water Management System $1,458,672.13 $2,366,962.15 $1.766,122.26 $3,256,036.18 6. 7. Wastewater Collection System Chilled Water Connection $2,411,878.65 FPL $602,969.66 9. Telecom $844,157.53 10. FPL/Telecom Manholes 12. Fiber & Gas $120,593.93 Roadway Improvements & Rebuilds Curb, Gutter Sidewalk Concrete $3,014,848.31 $1,776, 314.06 $1,808,908.51 14. 15. Hardscape/Pavers Landscaping & Open Space $6,220,953.78 $8,633,135.17 16. Parks $3,798,708.88 17. Signage/Wayfinding $1,486,476.99 18. Site Lighting $12,235,329.52 19. Signalizatlon $3,256,036.18 20. Water Features $1,899,354.44 21. SUBTOTAL WITHOUT PARKING $56,957,458,34 22. Contingency for other utility conditions $3,014,848.00 23. Escalation 10% (without parking) $5,997,231.00 58 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 24, 1 GRAND TOTAL WITHOUT PARKING $65,969,537.34 59 #34336011 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Exhibit "E-1" Redevelopment Area SOUTHEAST OVERTOWN/PARK WEST BOUNDARY MAP ww a+a rid 4 r..f..1. e01 syR V,,•,ucn. s • .y •K••l S 1 i 1 ...n1 rna ln•If 1y�I� i •/ v •tn n,. 711110, SEOPW 744,g F; twig wH :•�.f 1 LLGEND „ Original Boundries f. 1985 Park West Addition [i Expanded 2009 Boundries , WSO 1r . ovecae ma •.7”r 60 1 G rtaw.. i y mem If A. 1. .Mtr7NF_• .I HfN.i WIT Ic•A!�!P. 4 #34336011_v3 Exhibit "E-2" Overtown Boundaries 61 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL. CAN BE SEEN AT THE END OF THIS DOCUMENT. "434336011_0 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Exhibit "F" CRA Bond Obligations and Grant Obligations Name Par Amount Annual Debt Service Maturity Year Mama Hattie $10 million (est) unknown Gibson Park Improvement Grant $14.1 million (See Exhibit F-1) 2030 62 #34336011_v3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Exhibit "F-1" elsfinii QV 4011 SiOlitiAboloESetv100. . 1,,ritiotrgif . . Intorpet: a. ,2o14. • -•$..3•13! • •9. 'Ztla : t 917.1;',1 1 .44 :17,' ;2621, a e il 3' I14to 4012.. 4QOe 2,18- 49� 2,/t1$)110O 1024 • 2,4841340- 2026 411Q 2,230.)6.13 • a . . .•: 1043, ay. 2327 'i,:t. •••,, • 1 •.• : ..),,,.. 1323 Z; ,-,k1,1,-1' 2080 ........ lgre_ itexpoo aos,: Wks* . , licili4,ras ?PtAvipoilbropOofg fReQPIVfiftrollThiM din oN pARKLOW 504 NT • •-_ $30 • Fia,Reta•Aars:pip0tit490* ':' . PThiqlpal• from* total -altars . . 441a,204 432,260 • 44%069 • 440,069 - • 44,060' :440)0: ,- 144053. 444•056' •440,,03t sopa , Arttr.14. 433 i22,1 1134;534 • il.g.0,1130' .112:00/' .833;367 14',-689. 393.43811 Pfi.340: ftfKZ113 '.37 83041 VT,"334 40,10O :362,033, .6,691-75g 1;11,0M, M9071 411411)67. irat.t1.0 ittb6.7.64, 244,003 1100,70 00,36o. A147486; §97.01 • 4z6A2. gsqiez ots,5#6 24E44 '06‘41:9C4., ,70,010 1.0,dett • ii57,ADOi 71144113 13(1,0?.1 'MI XII ' 211011: 44Was -BMW egite% Ae•V't •860,70i 100tr 0 :ConAolftl larb3 _ Ti,t4 63 4600 Mg* •_ f4-02A4 034336011_0 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Exhibit "G-1" First Source Hiring Agreement THE MIAMI WORLDCENTER FIRST SOURCE HIRING AGREEMENT (OPERATIONS) (Hotel/Retail) THIS AGREEMENT is made this day of , 2015, by and between SOUTHEAST OVERTOWN/PARK WEST REDEVELOPMENT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA") and MIAMI FIRST, LLC, a Delaware limited liability company, MIAMI SECOND, LLC, a Delaware limited liability company, MIAMI THIRD, LLC, a Delaware limited liability company, and MIAMI FOURTH, LLC, a Florida limited liability company, MIAMI A/I, LLC, a Delaware limited liability company (and/or any consolidated, combined or merged entities, collectively, the "Developer"). RECITALS A. The CRA was formed for the purpose of removing slum and blight in the Southeast Overtown/Park West redevelopment area (the "Redevelopment Area") and to promote redevelopment and employment within the Redevelopment Area. B. The Developer is the owner of property located within the Redevelopment Area which is more particularly described in Exhibit "A" attached hereto and made a part hereof (the "Property"), C. Developer intends to develop the Property as more particularly described on Exhibit "B" attached hereto and made a part hereof (collectively, the "Project"). D. Simultaneously with the execution of this Agreement, the CRA, the Developer and Forbes Miami NE 1' Avenue, LLC, a Michigan limited liability company, have entered into The Miami WorldCenter Economic Incentive Agreement (the "Incentive Agreement") pursuant to which the CRA will make tax increment funds available to the Developer which will be used by the Developer to defray a portion of the costs of development of the Project. E. Developer has agreed to enter into this Agreement in order to induce the CRA to enter into the Incentive Agreement. NOW THEREFORE, in consideration of ten dollars ($10.00) and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. RECITALS. The Recitals to this Agreement are true and correct and incorporated herein by reference and made a part hereof. 2. DEFINITIONS. The following terms used in this Agreement shall have the following meanings: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 2.1 "Agreement" shall mean this First Source Hiring Agreement. 2.2 "City" shall mean the City of Miami, Florida. 2.3 "County" shall mean Miami -Dade County, Florida. 2.4 "Executive Director" means the executive director of the CRA. 2.5 "Full Time Employee" shall mean an individual employed for a minimum of thirty-five (35) hours per standard work week and receiving the employment benefit provided to employees classified as full time employees. 2.6 "Operations Phase" shall mean that time period between the six (6) months immediately preceding the Substantial Completion of each of the Phase 1 C (North) and Phase IC (South) Improvements, as defined in the Incentive Agreement, and ending upon the termination of the CRA which is currently set to expire on March 31, 2030, as same may be extended with the approval of the City and the County in accordance with applicable laws. 2.7 "Part Time Employee" shall mean an individual employed who is not classified as a Full Time Employee. 2.8 "Residents" shall mean residents of the County. 2.9 "Redevelopment Area" shall mean the Southeast Overtown/Park West Redevelopment Area. 2.10 "Semi -Annual Reports" has the meaning ascribed to said term in Section 4.1. 2.11 "Tenant" means a commercial or retail tenant leasing space at the Project. HIRING AND EMPLOYMENT PROGRAM 3.1 Participation Requirement. With respect to the Project during the Operations Phase, Developer shall require not less than 15% of the Full Time Employees working at the Project (measured on terms of the total number of Full Time Employees at the Project) to be Residents (the "Full Time Employment Requirement") and 15% of the Part Time Employees working at the Project (measured on terms of the total number of Part Time Employees employed at the Project and total Part Time Employee hours worked) to be Residents (the "Part Time Employee Requirement") hired in accordance with the following hiring priorities: 3.1.1 First, to Residents living within the Redevelopment Area, as more particularly shown on the sketch attached as Exhibit "C-1", which encompasses part of zip code 33136; 2 #34335803_v4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 3.1.2 Second to Residents living within the boundaries of the Overtown community, as shown on the sketch in Exhibit "C-2", which community encompasses part of the zip code 33136; 3.1.3 Third, to Residents living within zip codes 33127, 33128, 33130, 33136, 33142, 33125, 33135, 33150, and West Coconut Grove (the "CRA Targeted Zip Codes") which include the five (5) highest poverty rated zip codes in the City; 3.1.4 Fourth, to Residents residing in the City outside the CRA Targeted Zip Codes; 3.1.5 Fifth, to Residents of zip codes 33010, 33030, 33034, 33054 and 33161 (the "County Targeted Zip Codes") which are the five (5) highest poverty rated zip codes located in the County; and 3.1.6 Sixty, to Residents residing outside of the County Targeted Zip Codes. The above -outlined hiring priorities shall not be deemed or construed to require the hiring of Full Time Employees or Part Time Employees that do not possess the minimum qualifications necessary to fulfill the requirements of the employment opportunity(ies) then available. 3.2 Coordination with Local Agencies. Developer and each Tenant shall consult and coordinate with the City's CareerSource South Florida center, located at Lindsey Hopkins Technical Center at 750 NW 20th Street, 4th Floor, State of Florida economic development entities, or other similar entities recommended by the Executive Director regarding job training and job placement services to City residents seeking to maximize employment opportunities at the Project. 3.3 Community Outreach. Developer, in coordination with the Tenants (to the extent they are willing to participate), the CRA and the organizations identified in Section 3.1, shall hold job training workshops not less than twice annually during the initial two (2) years of the Operations Phase that: (i) provide adequate notice to Residents of job opportunities; (ii) involve the collaboration of Tenants within the Project, community -based organizations and other groups to ensure that appropriate training programs are developed and offered to Residents; (iii) establish a mechanism whereby Residents can receive job training in the skills requested by Tenants within Project; and (iv) establish a system for prompt reliable pre-screening and referral of applicants to Tenants as jobs become available (each, a "Job Training Workshop", and collectively, the "Job Training Workshops"). 3.4 Operations Phase. Following the initial two (2) year period of the Operations Phase, Developer shall, in coordination with its Tenants (to the extent they are willing to participate), organize and conduct not less than two (2) job fairs annually, each of which shall be geared toward attracting and employing Residents who seek training and employment at the Project (the "Job Fairs"). In organizing and conducting such Job Fairs, Developer may work with or through such institutions or organizations such as Mianii Dade College or other educational or community based organizations. 3 034335803 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 3.5 Tenant Participation. For each Job Training Workshop, Developer shall use commercially reasonable efforts to: (a) collaborate with community -based organizations to ensure that appropriate skills training programs are established with the objective of training Residents for employment at the Project; and (b) procure the participation of each Tenant within the Project in such Job Fairs. 3.6 Available Positions. For each Job Training Workshop and Job Fair, the Developer shall use commercially reasonable efforts to cause Tenants within the Project to identify available positions, including the minimum qualifications required for each position. 3.7 Advertisement. For each Job Training Workshop and Job Fair, the Developer shall advertise the time and location of such Job Training Workshop and Job Fair, in local media and the City community television channel. Developer shall begin such advertisement no less than two (2) weeks prior to the scheduled date of such Job Training Workshop or Job Fair, as applicable, and it shall run not less than twice (2) a week until the date of such Job Training Workshop or Job Fair. 4. REPORTING 4.1 Semi -Annual Reports. During the Operations Phase, the Developer shall use commercially reasonable efforts to procure from each Tenant within the Project such data necessary to prepare, or cause to be prepared, detailed semi-annual reports (the "Semi -Annual Reports") regarding the Full Time Employees employed, the number of Full Time Employees who are Residents, the number of Part Time Employees employed, the number of hours worked by Part Time Employees, the number of Part Time Employees who are Residents and the number of hours worked by Part Time Employees who are Residents. Developer shall also include in the Semi -Annual Reports the same information regarding all Full Time Employees and Part Time Employees Developer employs at the Project. The Semi -Annual Reports will be coordinated and reported by the Developer to the CRA. The first Semi -Annual Report covering the six (6) month period from the commencement of the Operations Phase shall be delivered to the Executive Director not later than sixty (60) days after the end of such six (6) month period and each Semi - Annual Report thereafter shall be delivered to the Executive Director within sixty (60) days of the end of each subsequent six (6) month period. 4.2 Inclusion of this Agreement in Lease Agreements. For each lease or license agreement entered into by the Developer at the Project from and after the date hereof, the Developer shall use commercially reasonable efforts to include the obligation of Tenants under Sections 3 and 4, to be included as a material term of such lease or license agreement. 4 t/34335803_v4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 5. Penalties for Non Compliance with Full Time Employment Requirement. On an annual basis, commencing with the commencement of the Operations Phase, if the Project taken as a whole, fails to comply with the Full Time Employment Requirement, Developer shall pay to the CRA an annual penalty for such non-compliance of Two Thousand Five Hundred and No/100 Dollars ($2,500.00) for each percentage point below the Full Time Employment Requirement (the "Full Time Non -Compliance Penalties") with respect to the Project. The Ful: Time Non -Compliance Penalties shall be calculated by the Executive Director annually based upon the Semi -Annual Reports provided by Developer and shall be due within thirty (30) days from Developer's receipt of written statement from the Executive Director stating the amount of Full Time Non -Compliance Penalties due and the Executive Director's calculations with respect thereto. Executive Director shall use commercially reasonable efforts to deliver such statement evidencing the amount of Full Time Non -Compliance Penalties due each year within ninety (90) days of the Executive Director's receipt of the second Semi -Annual Report covering the last six (6) months of the applicable twelve (12) month period. To the extent any dispute between the Executive Director and the Developer, with respect to the compliance with the Full Time Employment Requirement, such dispute shall be submitted to the CRA Board for resolution, which arbitration shall be binding on the parties. Any amount of the Full Time Non -Compliance Penalties not paid when due shall bear interest at 12% per annum from the date due until paid. 6. Penalties for Non Compliance with Part Time Employment Requirement. On an annual basis commencing with the commencement of the Operations Phase, if the Project taken as a whole, fails to comply with the Part Time Employment Requirement, Developer shall pay to the CRA an annual penalty for such non-compliance of One Thousand Two Hundred Fifty and No/100 Dollars ($1,250.00) for each percentage point below the Part Time Employment Requirement (the "Part Time Non -Compliance Penalties") with respect to the Project. The Part Time Non -Compliance Penalties shall be calculated by the Executive Director annually based upon the Semi -Annual Reports provided by Developer and shall be due within thirty (30) days from Developer's receipt of written statement from the Executive Director stating the amount of Part Time Non -Compliance Penalties due and the Executive Director's calculations with respect thereto. Executive Director shall use commercially reasonable efforts to deliver such statement evidencing the amount of Part Time Non -Compliance Penalties due each year within ninety (90) days of the Executive Director's receipt of the second Semi -Annual Report covering the last six (6) months of the applicable twelve (12) month period. To the extent any dispute between the Executive Director and the Developer, with respect to the compliance with the Part Time Employment Requirement, such dispute shall be submitted to the CRA Board for resolution, which arbitration shall be binding on the parties. Any amount of the Part Time Non -Compliance Penalties not paid when due shall bear interest at 12% per annum from the date due until paid. 7. FAILURE TO COMPLY. 7.1 If the Developer breaches any of its duties and obligations under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 4.1, and 4.2 of this Agreement, which breach is not cured within thirty (30) days after Developer's receipt of written notice of default from the CRA specifying the breach (or such longer period of time reasonably required to cure the breach, not to exceed one hundred fifty (150) days if the breach, by its nature, cannot be cured within the thirty (30) day period provided Developer commences the curative action within the thirty (30) day period and 5 #34335803_v4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. diligently pursues the cure until completion) the CRA may seek specific performance of the provisions of Sections 3.2, 3.3, 3.4, 3.5, 3.6, 4.1 and 4.2 of this Agreement. 7.2 If the Developer breaches its obligation to provide the Semi -Annual Reports when due pursuant to Section 4.1 of this Agreement, which breach is not cured within thirty (30) days after Developer's receipt of written notice of default from the CRA specifying the breach, then such failure shall be deemed to conclusively establish that for the period which would have been covered by such Semi -Annual Reports if Developer had provided same that 0% of the Full Time Employees working at the Project were Residents and 0% of the Part Time Employees working at the Project were Residents, which percentages shall be utilized to calculate the Full Time Non -Compliance Penalties due and the Part Time Non -Compliance Penalties due pursuant to Sections 5 and 6 of this Agreement. 7.3 If Developer breaches its obligations to pay any amount of due pursuant to Sections 5 and 6 of this Agreement, which breach is not cured within thirty (30) days after Developer's receipt of written notice of default from the CRA specifying the breach the CRA may pursue all remedies available at law to collect the amount due from the Developer. 7.4 If Developer disputes any amount claimed to be due by the Executive Director pursuant to Section 5 and Section 6 of this Agreement and elects to submit the dispute to the CRA Board for resolution by written notice to the CRA within thirty (30) days of receipt of the statement of the amount due as provided in Sections 5 and 6 of this Agreement, then only the undisputed amount shall be due and payable until the CRA Board makes its decision regarding the disputed amount. 8. NOTICES. Notices required or permitted to be given pursuant to the terms of this Agreement will be delivered in person or by facsimile transmission (provided the original notice is delivered in person or by mail or delivery service as set forth herein) or sent by certified mail, return receipt requested, postage prepaid, by recognized contract carrier providing signed receipt for delivery, and will be deemed delivered upon receipt or refusal of delivery. Notices will be delivered at the following addresses, subject to the right of any party to change the address at which it is to receive notice by written notice to the other party: If to the Developer: Miami First, LLC Miami Second, LLC Miami Third, LLC Miami Fourth, LLC Miami A/I, LLC c/o Miami WorldCenter Holdings, LLC 1645 Palm Beach Lakes Boulevard, Suite 1200 West Palm Beach, FL 33401 Fax: (561) 961-1178 Copy to: 6 k34335803_v4 If to the CRA: Copy to: THIS DOCUMENT 15 A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. 150 West Flagler Street, Suite 2200 Miami, FL 33130 Attention: Marina ross, Esq./Javier E. Fernandez, Esq. Fax: (305) 789-3501 Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Avenue, 3`d Floor Miami, FL 33136 Attention: Clarence E. Woods, III, Executive Director Fax: (305) 679-6835 Holland & Knight LLP 701 Brickell Avenue Suite 3000 Miami, Florida 33131 Attention: William R. Bloom, Esq. Fax: (305) 789-7799 9. GENERAL PROVISIONS 9.1 Severability Clause. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall continue in full force and effect. 9.2 Binding on Successors. This Agreement shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, and assigns of each of the parties hereto. Any reference in this Agreement to a specifically named party shall be deemed to apply to any successor in interest, heir, administrator, executor, or assign of such party. 9.3 Intended Beneficiaries. The CRA is an intended third -party beneficiary of contracts and other agreements, which incorporate this Agreement, with regard to the terms of this Agreement. The CRA shall therefore have the right to enforce the provisions of this Agreement against all parties incorporating this Agreement into contracts or other agreements. 9.4 Term. This Agreement shall become effective on the date of mutual execution of this Agreement and terminate at the end of the Operations Phase. 9.5 Waiver. The waiver of any provision or term of this Agreement shall not be deemed as a waiver of any other provision or term of this Agreement. The mere passage of time, or failure to act upon a breach, shall not be deemed as a waiver of any provision or terms of this Agreement. 7 #34335803_v4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 9.6 Estoppel. The parties hereto agree to provide each other, within 15 days of request, an estoppel letter acknowledging that the other party is not in default of this Agreement. 9.7 Construction. The parties hereto have been represented by counsel in the negotiation and drafting of this Agreement. Accordingly, this Agreement shall not be strictly construed against any party, and the rule of construction that any ambiguities be resolved against the drafting party shall not apply to this Agreement. 9.8 No Termination of Existing Employees. Neither the Developer nor any employer at the Project shall be obligated to terminate any existing employees in order to comply with the terms and provisions of this Agreement. This provision shall not relieve Developer of its obligation to pay the penalties, if any, due pursuant to Sections 5 and 6 of this Agreement. 9.9 Entire Agreement. This Agreement and the Incentive Agreement contain the entire agreement between the parties with respect to employment during the Operations Phase of the Project and supersedes any prior agreements, whether written or oral. 9.10 Amendments, This Agreement may not be altered, amended or modified, except by an instrument in writing signed by the Developer and the CRA. 9.11 Authority of Signatories. The individuals executing this Agreement represent and warrant that they have the authority to sign on behalf of the respective parties. 9.12 Waiver of Jury Trial. The parties hereby knowingly, irrevocable, voluntarily and intentionally waive any right either may have to a trial by jury in respect of any action, proceeding or counterclaim based on this Agreement, or arising out of, under or in connection with this Agreement or any amendment or modification of this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a material inducement of the CRA and Developer entering into the subject transaction. 9.13 Not Enforceable. In the event any term or provision of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect. 9.14 Litigation. In the event of any litigation between the parties under this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs at trial and appellate levels. 9.15 Interpretation. In construing this Agreement, the singular shall be held to include the plural, the plural shall be held to include the singular, the use of any gender shall be held to include every other and all genders, and captions and Paragraph headings shall be disregarded. 9.16 Exhibits. All of the exhibits attached to this Agreement are incorporated in, and made a part of, this Agreement. 8 #34335803, .y4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 9.17 Time of Essence. Time shall be of the essence for each and every provision of this Agreement. 9.18 Personal Acts. No provision of this Agreement is intended, nor shall any be construed, as a covenant of any official (either elected or appointed), director, employee or agent of the CRA, in an individual capacity. 9.19 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Any action, in equity or in Iaw, with respect to this Agreement must be brought and heard in Miami -Dade County, Florida. 9.20 Recording. This Agreement shall be recorded in the Public Records of Miami -Dade County at the sole cost and expense of the Developer. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [SIGNATURES APPEAR ON FOLLOWING PAGES] 9 #34335803_v4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN WITNESS WHEREOF, the CRA and the Developer executed this Agreement the day and year first above written: WITNESSES: MIAMI FIRST, LLC, a Delaware limited liability company Print Name Print Name STATE OF FLORIDA COUNTY OF MIAMI-DADE By: Miami First Manager, Inc., a Delaware corporation, its managing member By: Nitin Motwani Title: Vice President The foregoing instrument was acknowledged before me this day of 2015, by Nitin Motwani, as Vice President of Miami First Manager, Inc., a Delaware corporation, as managing member of Miami First, LLC, a Delaware limited liability company, on behalf of the corporation and the company, who is personally known to me or has produced as identification. Notary Public, State of Florida at Large Printed Name: My Commission expires: 10 #34335803_v4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. WITNESSES: MIAMI SECOND, LLC, a Delaware limited liability company Print Name Print Name STATE OF FLORIDA COUNTY OF MIAMI-DADE By: Miami Second Manager, Inc., a Delaware corporation, its managing member By: Nitin Motwani Title: Vice President The foregoing instrument was acknowledged before me this day of 2015, by Nitin Motwani, as Vice President of Miami Second Manager, Inc., a Delaware corporation, as managing member of Miami Second, LLC, a Delaware limited liability company, on behalf of corporation and the company, who is personally known to me or has produced as identification. Notary Public, State of Florida at Large Printed Name: My Commission expires: 11 #34335803_v4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. WITNESSES: MIAMI THIRD, LLC, a Delaware limited liability company Print Name Print Name STATE OF FLORIDA COUNTY OF MIAMI-DADE By: Miami Third Manager, Inc., a Delaware corporation, its managing member By: Nitin Motwani Title: Vice President The foregoing instrument was acknowledged before me this day of 2015, by Nitin Motwani, as Vice President of Miami Third Manager, Inc., a Delaware corporation, as managing member of Miami Third, LLC, a Delaware limited liability company, on behalf of the corporation and the company, who is personally known to me or has produced as identification. Notary Public, State of Florida at Large Printed Name: My Commission expires: 12 #34335803_v4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. WITNESSES: MIAMI FOURTH, LLC, a Florida limited liability company Print Name Print Name STATE OF FLORIDA COUNTY OF MIAMI-DADE By: Miami Fourth Manager, Inc., a Delaware corporation, its managing member By: Nitin Motwani Title: Vice President The foregoing instrument was acknowledged before me this day of 2015, by Nitin Motwani, as Vice President of Miami Fourth Manager, Inc., a Delaware corporation, as managing member of Miami Fourth, LLC, a Florida limited liability company, on behalf of the corporation and the company, who is personally known to me or has produced as identification. Notary Public, State of Florida at Large Printed Name: My Commission expires: 13 #34335803_v4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE ENTD OFTHIS DOCUMENT. WITNESSES: MIAMI A/I, LLC, a Delaware limited liability company Print Name Print STATE OF FLORIDA COUNTY OF MIAMI-DADE By: Miami A/I Manager, Inc., a Delaware corporation, its managing member By: Nitin Motwani Title: Vice President The foregoing instrument was acknowledged before me this day of 2015, by Nitin Motwani, as Vice President of Miami A/I Manager, Inc., a Delaware corporation, as managing member of Miami A/I, LLC, a Delaware limited liability company, on behalf of the corporation and the company, who is personally known to me or has produced as identification. Notary Public, State of Florida at Large Printed Name: My Commission expires: 14 434335803_v4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. CRA: Southeast Overtown/Park West Community Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes WITNESS: By: Print Name: Clarence E. Woods, III Executive Director Print Name: STA fE OF FLORIDA ) SS: COUNTY OF MIAMI-DADE ATTEST: By: Todd B. Hannon Clerk of the Board APPROVED AS TO FORM AND CORRECTNESS: By: William R. Bloom CRA Special Counsel The foregoing instrument was acknowledged before me, this _ day of February, 2015, by Clarence E. Woods, III, Executive Director, of the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, on behalf of the agency. He/She is personally known to me or has produced as identification. Notary Public, State of Florida at Large Printed Name: My Commission expires: 15 #34335803_ v4 Exhibit "A" Property Description BLOCK 58 Parcel E-1 (01-0105-080-1010) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. The North 120 feet of Lot 1, less the East 10 feet of Lot 1 and the East three-quarters of the North 105 feet of Lot 2, Block 58 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel E-2 (01-0105-080-1020) The North 105 feet of the West one -quarter of Lot 2, and the North 105 feet of the East one-half of Lot 3, Block 58 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel E-3 (01-0105-080-1030) The North 105 feet of the West one-half of Lot 3 and the North 105 feet of Lot 4, Block 58 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel E-4 (01-0105-080-1040) The North 105 feet of Lot 5 and 6, Block 58 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel E-5 (01-0105-080-1050) The North 105 feet of Lot 7 and 8, Block 58 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel E-6 (01-0105-080-1060) Lots 9 and 10, less the South 30 feet thereof, Block 58 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel E-7 (01-0105-080-1070) The South 120 feet of Lots 11 and 12, in Block 58, NORTH CITY OF MIAMI, according to the plat thereof as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. Parcel E-8 (01-0105-080-1080) The South 120 feet of Lots 13 and 14, in Block 58, NORTH CITY OF MIAMI, according to the plat thereof as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. 16 N34335803 v4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Parcel E-9 (01-0105-080-1120) The South 120 feet of Lots 19 and 20, less the East 10 feet of Lot 20, Block 58 North, of CITY OF MIAMI, according to the plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. 17 1134335803_v4 BLOCK 43, Parcel F-1 (01-0104-03 0-1020) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Lots 1 through 3, less the North 10 feet and less the East 10 feet of Lot 1, Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami - Dade County, Florida. Parcel F-2 (01-0104-030-1040) Lot 4 and the East one-half of Lot 5, Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel F-3 (01-0104-030-1050) The West one-half of Lot 5 and the East one-half of Lot 6, less the North 10 feet thereof, Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel F-4 (01-0104-030-1060) Lot 7 and the West one-half of Lot 6, less the North 10 feet thereof, Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami - Dade County, Florida. Parcel F-5 (01-0104-030-1070) Lot 8, less the North 10 feet thereof, Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel F-6 (01-0104-030-1080) Lots 9 and 10, less the North 10 feet thereof, less the West 10 feet of Lot 10 and less that portion of Lot 10 conveyed to the City of Miami pursuant to that certain deed recorded in Deed Book 1348, Page 312 of the Public Records of Miami -Dade County, Florida, and Tying within the external area bounded by a 15.00 foot radius arc concave to the Southeast, tangent to and bounded by the South line of the North 6.00 feet of said Lot 10, and tangent to and bounded by the East line of the West 6 feet of said Lot 10, all in Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel F-7 (01-0104-030-1090) The North 25 feet of Lots 11 and 12, less the West 10 feet of Lot 11, Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami - Dade County, Florida. Parcel F-8 (01-0104-030-1100) The South 25 feet of the North 50 feet of Lots 11 and 12, less the West 10 feet of Lot 11, Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. 18 #34335803_v4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Parcel F-9 (01-0104-030-1110) The North 50 feet of the South 100 feet of Lots 11 and 12, less the West 10 feet of Lot 11, Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel F-10 (01-0104-030-1120) The South 50 feet Lots 11 and 12, less the West 10 feet of Lot 11, Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami - Dade County, Florida. Parcel F-11 (01-0104-030-1130) Lot 13 Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel F-12 (01-0104-030-1140) Lot 14 Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel F 13 (01-0104-030-1150) Lot 15 Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel F-14 (01-0104-030-1160) Lots 16 and 17 Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miarni-Dade County, Florida. Parcel F-15 (01-0104-030-1170) Lot 18 Block 43 North, City of Miarni, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel F-16 (01-0104-030-1180) Lots 19 and 20 Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. 19 #3433 03_v4 BLOCK 18 Parcel H-1 (01-0101-080-1010) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. The North 125 feet of Lots 1 and 2, Block 18 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida, LESS the east 10 feet of Lot 1. Parcel H-2 (portion of01-0101-080-1011) The South 25 feet of Lots 1 through 5, the North 12.5 feet of Lot 15, the North 25 feet of Lot 16, and the North 12.5 feet of Lots 19 and 20, Block 18 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida. 20 #34335503_v4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. BLOCK 19 Parcel! (01-0101-090-1121) The South 125 feet of Lot 14, Block 19 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida. Parcel J-`), (01-0101-090-1130) The South 125 feet of Lot 15, Block 19 North, City ofMiami, according to the plat thereof, as recorded in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida. Parcel J-3 (01-0101-090-1052) The North 125 feet of Lot 6, Block 19 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida. Parcel J-4 (01-0101-090-1060) The North 125 feet of Lots 7 and 8, Block 19 North, City of Miami, according to the plat them recorded in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida. Parcel J-5 (01-0101-090-1090) The North 125 feet of Lots 9 and 10, Block 19 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida. LESS AND EXCEPT: The land conveyed to the City of Miami set forth in Warranty Deed recorded in Official Records Book 11622, page 2042, more particularly described as follows: The West 10 feet of the North 125 feet of Lot 10, Block 19 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida. P J-6 (01-0101-090-1140) The South 147.5 feet of Lots 16, 17, 18, 19 and the South 147.5 feet of the West 40 feet of Lot 20, less the South 10 feet thereof, Block 19 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida, LESS AND EXCEPT the following portion of Lot 20: Begin at the Point of Intersection of the West line of the East 10.00 feet of said Lot 20 with the South line of the North 2.50 feet of said Lot 20; thence run S 02°14'17" E along the West line of the East 10.00 feet of said Lot 20 for a distance of 48.09 feet to the Point of Curvature of a circular curve concave to the West; thence run Northerly and Northwesterly along the arc of said circular curve concave to the West, having a radius of 428.88 feet, through a central angle of 06°28'41", for an arc distance of 48.15 feet to the Point of intersection with the South line of the North 2.50 feet of said Lot 20; thence run N 87°44'14" E, along the South line of the North 2.50 feet of said Lot 20, for a distance of 2.72 feet to the Point of Beginning. 21 #343 0 _v4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Parcel J-7 (01-0101-090-1010) The North 121 feet of Lots 1, 2 and 3, less the East 10 feet of Lot 1, Block 19, North City ofMiami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami - Dade County, Florida, LESS AND EXCEPT the following portion of such Lot 1: Begin at the Point of Intersection of the North line of said Lot 1 with the West line of the East 10.00 feet of said Lot 1; thence run S 87'44'35" W, along the North line of said Lot 1; for a distance of 40.00 feet to the Northwest corner of said Lot 1; thence run S 02°14'15" E, along the West line of said Lot 1, for a distance of 65.00 feet to the Point of Intersection with the South line of the North 65.00 feet of said Lot 1; thence run N 87°44'35" E, along the South line of the North 65.00 feet of said Lot 1, for a distance of 11.88 feet; thence run S 12°49'23" E for a distance of 56.95 feet to the Point of Intersection with the North line of the South 29.00 feet of said Lot 1, thence run N 87°44'14" E, along the North line of the South 29.00 feet of said Lot 1, for a distance of 17.67 feet to the Point of Intersection with the West line of the East 10.00 feet of said Lot 1; thence run N 02°14'17" W, along the West line the East 10.00 feet of said Lot 1, for a distance of 120.98 feet to the Point of Beginning. Parcel J-8 (01-0101-090-1050) The North 125 feet of Lot 4, Block 19, North, City of Miami, according to the plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. Parcel J-9 (01-0101-090-1051) The North 125 feet of Lot 5, Block 19, North, City of Miami, according to the plat thereof, as recorded in Plat Book 13, Page 41, of the Public Records of Miami -Dade County, Florida. Parcel J-10 (01-0101-090-1030) The South 25 feet of lots 1 through 10, the North 25 feet of Lots 11, 13, 14 and 15, the North 15 feet of Lot 12, the North 2.5 feet of Lots 16 through 19, the North 2.5 feet of the West 40 feet of Lot 20, and the North 25 feet of the East 10 feet of Lot 20, Block 19 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. And The North 4 feet of the South 29 feet of Lots 1 through 3, Block 19 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. 22 #34335803_ BLOCK 23 Parcel K-I (01-0102-030-1010) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. The North 30 feet of the South 75 feet of Lots 1 and 2, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-2 (01-0102-030-1020) The North one half of Lots 1 and 2, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-3 (01-0102-030-1030) The South 45 feet of Lots 1 and 2, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-4 (01-0102-030-1040) Lot 3, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-5 (01-0 I 02-030-1060) Lot 6, LESS the North 10 feet thereof, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-6 (01-0102-030-1070) Lots 7 and 8, LESS the North 8 feet thereof, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-7 (01-0102-030-1100) The South 50 feet of Lots 9 and 10, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-8 (01-0102-030-1120) The South one half of Lot 11, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-9 (01-0102-030-1130) The South one half of Lot 12, Block 23 North, City of Miatni, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. 23 434335803_v4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Porcel k. 10 (01-0102-030-1140) Lot 13, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records ofMiami-Dade County, Florida. Parcel K-I 1 (01-0102-030-1200) The South 85 feet of Lot 19, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miarni-Dade County, Florida. Parcel K-12 (01-0102-030-1210) The North 65 feet of Lot 19 and the North 65 feet of Lot 20, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-13 (01-0102-030-1220) The South 85 feet of Lot 20, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miarni-Dade County, Florida. Parcel K14 (01-0102-030-1050) Lots 4 and 5, Block 23, North, City of Miami, according to the map or plat thereof, recorded in Plat Book B, Page 41, of the public records of Miami -Dade County, Florida. Parcel I< 15 (01-0102-030-1090) The Soth 50 feet of the North 100 feet of Lots 9 and 10, Block 23, NORTH, CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. Parcel K-16 (01-0102-030-1110) The South 25 feet of the North 75 feet of Lots 11 and 12, and the North 50 feet of Lots 11 and 12, Block 23, 1 NORTH, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. Parcel K-17 (01-0102-030-1080) The North 50 feet of Lots 9 and 10, Block 23 North, CITY OF MIAMI, according to the plat thereof as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida, 24 P34335803_v4 Exhibit `B" The Project The Project consists of the following elements: Phase 1C(North) (Block E) i. Approximately 300 hotel units in one or two phases; and ii. Approximately 25,000 square feet of retail. Phase 1C(South) (Block G North) i. Approximately 25,000 square feet of retail. Phase II Block A (to extent retail or hotel included) Phase II Block B (to extent retail or hotel included) N4049749 v2; 25 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. N34335803_v4 Exhibit "G-2" First Source Hiring Agreement THE M WORLDCENTER FIRST SOURCE HIRING AGREEMENT (OPE (Retail Center) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. TIONS) THIS AGREEMENT is made this day of , 2015, by and between SOUTHEAST OVERTOWN/P WEST REDEVELOPMENT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA") and FORBES MIAMI NE 1ST AVENUE LLC, a Michigan limited liability company ( the "Developer"). RECITALS A. The CRA was formed for the purpose of removing slum and blight in the Southeast Overtown/Park West redevelopment area (the "Redevelopment Area") and to promote redevelopment and employment within the Redevelopment Area. B. The Developer is the owner of certain property, and intends to acquire additional property, located within the Redevelopment Area which is more particularly described in Exhibit "A" attached hereto and made a part hereof (the "Property"). C. Developer intends to develop the Property as more particularly described on Exhibit "B" attached hereto and made a part hereof (collectively, the "Project"). D. Simultaneously with the execution of this Agreement, the CRA and the Developer have entered into The Miami WorldCenter Economic Incentive Agreement (the "Incentive Agreement") pursuant to which the CRA will make tax increment funds available to the Developer which will be used by the Developer to defray a portion of the costs of development of the Project. E. Developer has agreed to enter into this Agreement in order to induce the CRA to enter into the Incentive Aia ment. NOW THEREFORE, in consideration of ten dollars ($10.00) and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. RECITALS. The Recitals to this Agreement are true and correct and incorporated herein by reference and made a part hereof. 2. DEFINITIONS. The following terms used in this Agreement shall have the following meanings: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 2.1 "Agreement" shall mean this First Source Hiring Agreement. 2.2 "City" shall mean the City of Miami, Florida. 2.3 "County" shall mean Miami -Dade County, Florida. 2.4 "Executive Director" means the executive director of the CRA. 2.5 "Full Time Employee" shall mean an individual employed for a um of thirty-five (35) hours per standard work week and receiving the employrnent benefit provided to employees classified as full time employees. 2.6 "Operations Phase" shall mean that time period between the six (6) months immediately preceding the Substantial Completion of the Retail Center and ending upon the termination of the CRA which is currently set to expire on March 31, 2030, as same may be extended with the approval of the City and the County in accordance with applicable laws. 2.7 "Part Time Employee" shall mean an individual employed who is not classified as a Full Time Employee. 2.8 "Residents" shall mean residents of the County. 2.9 "Redevelopment Area" shall mean the Southeast Overtown/Park West Redevelopment Area. 4 Project. 2.10 "Semi ual Reports" bas the meaning ascribed to said term in Section 2.11 "Tenant" means a commercial or retail tenant leasing space within the HIRING AND EMPLOYMENT PROGRAM 3.1 Participation Requirement. With respect to the Project during the Operations Phase, Developer shall require not less than 15% of the Full Time Employees working at the Project (measured on terms of the total number of Full Time Employees at the Project) to be Residents (the "Full Time Employment Requirement") and require not less than 15% of the Part Time Employees working at the Project (measured on terms of the total Part Time Employees employed at the Project and total number of Part Time Employee hours worked) to be Residents (the "Part Time Employee Requirement") hired in accordance with the following hiring priorities: 3.1.1 First, to Residents living within the Redevelopment Area, as more particularly shown on the sketch attached as Exhibit "C-1", which encompasses part of zip code 33136; 2 N34335665 v4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 3.1.2 Second to Residents living within the boundaries of the Overtown community, as shown on the sketch in Exhibit "C-2", which community encompasses part of the zip code 33136; 3.1.3 Third, to Residents living within zip codes 33127, 33128, 33130, 33136, 33142, 33125, 33135, 33150 and West Coconut Grove (the "CRA Targeted Zip Codes") which include the five (5) highest poverty rated zip codes in the City; 3.1.4 Fourth, to Residents residing in the City outside the CRA Targeted Zip Codes; 3.1,5 Fifth, to Residents of zip codes 33010, 33030, 33034, 33054 and 33161 (the "County Targeted Zip Codes") which are the five (5) highest poverty rated zip codes located in the County; and 3.1.6 Sixth, to Residents residing outside of the County Targeted Zip Codes. The above -outlined hiring requirements shall not be deemed or construed to require the hiring of either Full Time Employees or Part Time Employees that do not possess the minimum qualifications necessary to fulfill the requirements of the employment opportunity(ies) then available. 3.2 Coordination with Local Agencies. Developer shall consult and coordinate with the City's CareerSource South Florida center, located at Lindsey Hopkins Technical Center at 750 NW 20th Street, 4th Floor, State of Florida economic development entities, or other similar entities recommended by the Executive Director regarding job training and job placement services to City residents seeking to maximize employment opportunities at the Project. 3.3 Community Outreach. Developer, in coordination with the Tenants (to the extent they are willing to participate), the CRA and the organizations identified in Section 3.2, shall hold job training workshops not less than twice annually during the initial two (2) years of the Operations Phase that: (i) provide adequate notice to Residents of job opportunities; (ii) involve the collaboration of Tenants within the Project, community -based organizations and other groups to ensure that appropriate training programs are developed and offered to Residents; (iii) establish a mechanism whereby Residents can receive job training in the skills requested by Tenants within Project; and (iv) establish a system for prompt reliable pre-screening and referral of applicants to Tenants as jobs become available (each, a "Job Training Workshop", and collectively, the "Job Training Workshops"). 3.4 Operations Phase. Following the initial two (2) year period of the Operations Phase, Developer shall, in coordination with its Tenants (to the extent they are willing to participate), organize and conduct not less than two (2) job fairs annually, each of which shall be geared toward attracting and employing Residents who seek training and employment at the Project (the "Job Fairs"). In organizing and conducting such Job Fairs, Developer may work with or through such institutions or organizations such as Miami Dade College or other educational or community based organizations. 3 1134335665_v4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 3.5 Tenant Participation. For each Job Training Workshop, Developer shall use commercially reasonable efforts to: (a) collaborate with community -based organizations to ensure that appropriate skills training programs are established with the objective of training Residents for employment at the Project; and (b) procure the participation of each Tenant within the Project in such Job Fairs. 3.6 Available Positions. For each Job Training Workshop and Job Fair, as applicable, the Developer shall use commercially reasonable efforts to cause Tenants within the Project to identify available positions, including the minimum qualifications required for each position. 3.7 Advertisement. For each Job Training Workshop and Job Fair, the Developer shall advertise the time and location of such Job Training Workshop and Job Fair, in local media and the City community television channel. Developer shall begin such advertisement not less than two (2) weeks prior to the scheduled date of such Job Training Workshop or Job Fair, as applicable, and it shall run not less than twice (2) a week until the date of such Job Training Workshop or Job Fair. 4. REPORTING 4.1 Semi -Annual Reports. During the Operations Phase, the Developer shall use commercially reasonable efforts to procure from each Tenant within the Project such data necessary to prepare, or cause to be prepared, detailed semi-annual reports (the "Semi- .ual Reports") regarding the Full Time Employees employed, the number of Full Time Employees who are Residents, the number of Part Time Employees employed, the number of hours worked by Part Time Employees, the number of Part Time Employees who are Residents and the number of hours worked by Part Time Employees who are Residents. Developer shall also include in the Semi -Annual Reports the same information regarding all Full Time Employees and Part Time Employees Developer employs at the Project. The Semi- tual Reports will be coordinated and reported by the Developer to the CRA. The first Semi- t tual Report covering the six (6) month period from the commencement of the Operations Phase shall be delivered to the Executive Director not later than sixty (60) days after the end of such six (6) month period and each Semi - Annual Report thereafter shall be delivered to the Executive Director within sixty (60) days of the end of each subsequent six (6) month period. 4.2 Inclusion of this Agreement in Lease Agreements. For each lease or license agreement entered into by the Developer at the Project from and after the date hereof, the Developer shall use commercially reasonable efforts to include the obligation of Tenants wider Sections 3 and 4, to be included as a material term of such lease or license agreement. 5. Penalties for Non Compliance with Full Time Employment Requirement. On an annual basis commencing with the commencement of the Operations Phase, if the Project taken as a whole, fails to comply with the Full Time Employment Requirement, Developer shall pay to the CRA an annual penalty for such non-compliance of Two Thousand Five Hun and No/100 Dollars ($2,500.00) for each percentage point below the Full Time Employment Requirement (the "Full Time Non -Compliance Penalties") with respect to the Project. The Full Time Non -Compliance Penalties shall be calculated by the Executive Director annually based 4 #34335665_v4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. upon the Semi -Annual Reports provided by Developer and shall be due within thirty (30) days from Developer's receipt of written statement from the Executive Director stating the amount of Full Time Non -Compliance Penalties due and the Executive Director's calculations with respect thereto. Executive Director shall use commercially reasonable efforts to deliver such statement evidencing the amount of the Full Time Non -Compliance Penalties due each year within ninety (90) days of the Executive Director's receipt of the second Semi -Annual Report covering the last six (6) months of the applicable twelve (12) month period. To the extent any dispute between the Executive Director and the Developer, with respect to the compliance with the Full Time Employment Requirement, such dispute shall be submitted to the CRA Board for resolution, which arbitration shall be binding on the parties. Any amount of the Full Time Non -Compliance Penalties not paid when due shall bear interest at 12% per annum from the date due until paid. 6. Penalties for Non Compliance with Part Time Employment Requirement. On an annual basis commencing with the commencement of the Operations Phase, if the Project taken as a whole, fails to comply with the Part Time Employment Requirement, Developer shall pay to the CRA an annual penalty for such non-compliance of One Thousand Two Hundred Fifty and No/100 Dollars ($1,250.00) for each percentage point below the Part Time Employment Requirement (the "Part Time Non -Compliance Penalties") with respect to the Project. The Part Time Non -Compliance Penalties shall be calculated by the Executive Director annually based upon a summary of the reports provided by Developer and shall be due within thirty (30) days from Developer's receipt of written statement from the Executive Director stating the amount of Part Time Non -Compliance Penalties due and the Executive Director's calculations with respect thereto. Executive Director shall use commercially reasonable efforts to deliver such statement evidencing the amount of the Part Time Non -Compliance Penalties due each year within ninety (90) days of the Executive Director's receipt of the second Serni-Annual Report covering the last six (6) months of the applicable twelve (12) month period. To the extent any dispute between the Executive Director and the Developer, with respect to the compliance with the Part Time Employment Requirement, such dispute shall be submitted to the CRA Board for resolution, which arbitration shall be binding on the parties. Any amount of the Part Time Non -Compliance Penalties not paid when due shall bear interest at 12% per annum from the date due until paid. FAILURE TO COMPLY. 7.1 If the Developer breaches any of its duties and obligations under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 4.1, and 4.2 of this Agreement, which breach is not cured within thirty (30) days after Developer's receipt of written notice of default from the CRA specifying the breach (or such longer period of time reasonably required to cure the breach, not to exceed one hundred fifty (150) days if the breach, by its nature, cannot be cured within the thirty (30) day period provided Developer commences the curative action within the thirty (30) day period and diligently pursues the cure until completion) the CRA may seek specific performance of the provisions of Sections 3.2, 3.3, 3.4, 3.5, 3.6, 4.1 and 4.2 of this Agreement. 7.2 If the Developer breaches its obligation to provide the Semi -Annual Reports when due pursuant to Section 4.1 of this Agreernent, which breach is not cured within thirty (30) days after Developer's receipt of written notice of default from the CRA specifying the breach, then such failure shall be deemed to conclusively establish that for the period which would have been covered by such Semi -Annual Reports if Developer had provided same that 0% 5 i131335665_v4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. of the Full Time Employees working at the Project were Residents and 0% of the Part Time Employees working at the Project were Residents, which percentages 01;111 be utilized to calculate the Full Time Non -Compliance Penalties due and the Part Time Non -Compliance Penalties due pursuant to Sections 5 and 6 of this Agreement. 7.3 If Developer breaches its obligations to pay any amount of due pursuant to Sections 5 and 6 of this Agreement, which breach is not cured wi thirty (30) days after Developer's receipt of written notice of default from the CRA specifying the breach the CRA may pursue all remedies available at law to collect the amount due from the Developer. 7.4 If Developer disputes any amount claimed to be due by the Executive Director pursuant to Section 5 and Section 6 of this Agreement and elects to submit the dispute to the CRA Board for resolution by written notice to the CRA within 1 (30) days of receipt of the statement of the amount due as provided in Sections 5 and 6 of this Agreement, then only the undisputed amount shall be due and payable until the CRA Board makes its decision regarding the disputed arnount. 8. NOTICES Notices required or permitted to be given pursuant to the terms of this Ai ment will be delivered in person or by facsimile transmission (provided the original notice is delivered in person or by mail or delivery service as set forth herein) or sent by certified mail, return receipt requested, postage prepaid, by recognized contract carrier providing signed receipt for delivery, and will be deemed delivered upon receipt or refusal of delivery. Notices will be delivered at the following addresses, subject to the right of any party to change the address at which it is to receive notice by written notice to the other party: If to the Developer: Forbes Miami NE lst Avenue LLC 100 Galleria Officentre, Ste. 427 Southfield, MI 48034 Attention: Nathan Forbes Fax: (248) 827-7228 Copy to: Honigman Miller Schwartz and Cohn LLP 600 Woodward Avenue 2290 First National Building Detroit, MI 48226 Attention: Lawrence McLaughlin, Esq. / David Jacob, Esq. Fax: (313) 465-7475 If -to the CRA: Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Avenue, 3rd Floor Miami, FL 33136 6 #34335665_1/4 Copy to: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Attention: Clarence E. Woods, III, Executive Director Fax: (305) 679-6835 Holland & Knight LLP 701 Brickell Avenue Suite 3000 Miami, Florida 33131 Attention: William R. Bloom, Esq. Fax: (305) 789-7799 9. GENERAL PROVISIONS 9.1 Severability Clause. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall continue in full force and effect. 9.2 Binding on Successors. This Agreement shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, and assigns of each of the parties hereto. Any reference in this Agreement to a specifically named party shall be deemed to apply to any successor in interest, heir, administrator, executor, or assign of such party- 9.3 Intended Beneficiaries. The CRA is an intended third -party beneficiary of contracts and other agreements, which incorporate this Agreement, with regard to the terms of this Agreement. The CRA shall therefore have the right to enforce the provisions of this Agreement against all parties incorporating this Agreement into contracts or other agreements. 9.4 Term. This Agreement shall become effective on the date of mutual execution of this Agreement and terminate at the end of the Operations Phase. 9.5 Waiver. The waiver of any provision or term of this Agreement shall not be deemed as a waiver of any other provision or term of this Agreement. The mere passage of time, or failure to act upon a breach, shall not be deemed as a waiver of any provision or terms of this Agreement. 9.6 Estoppel. The parties hereto agree to provide each other, within 15 days of request, an estoppel letter acknowledging that the other party is not in default of this Agreement. 9.7 Construction. The parties hereto have been represented by counsel in the negotiation and drafting of this Agreement. Accordingly, this Agreement shall not be strictly construed against any party, and the rule of construction that any ambiguities be resolved against the drafting party shall not apply to this Agreement. 9.8 No Termination of Existing Employees. Neither the Developer nor any employer at the Project shall be obligated to terminate any existing employees in order to comply 7 #34335665_v4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. with the terms and provisions of this Agreement. This provision shall not relieve Developer of its obligation to pay the penalties, if any, due pursuant to Sections 5 and 6 of this Agreement. 9.9 Entire Agreement. This Agreement and the Incentive Agreement contain the entire agreement between the parties with respect to employment during the Operations Phase of the Project and supersedes any prior agreements, whether written or oral. 9.10 Amendments. This Agreement may not be altered, amended or modified, except by an instrument in writing signed by the Developer and the CRA. 9.11 Authority of Signatories. The individuals executing this Agreement represent and warrant that they have the authority to sign on behalf of the respective parties. 9.12 Waiver of Jury Trial. The parties hereby knowingly, irrevocable, voluntarily and intentionally waive any right either may have to a trial by jury in respect of any action, proceeding or counterclaim based on this Agreement, or arising out of, under or in connection with this Agreement or any amendment or modification of this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a material inducement of the CRA and Developer entering into the subject transaction. 9.13 Not Enforceable. In the event any term or provision of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect. 9.14 Litigation. In the event of any litigation between the parties under this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs at trial and appellate levels. 9.15 Interpretation. In construing this Agreement, the singular shall be held to include the plural, the plural shall be held to include the singular, the use of any gender shall be held to include every other and all genders, and captions and Paragraph headings shall be disregarded. 9.16 Exhibits. All of the exhibits attached to this Agreement are incorporated in, and made a part of, this Agreement. 9.17 Time of Essence. Time shall be of the essence for each and every provision of this Agreement. 9.18 Personal Acts. No provision of this Agreement is intended, nor shall any be construed, as a covenant of any official (either elected or appointed), director, employee or agent of the CRA, in an individual capacity. 9.19 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Any action, in equity or in law, with respect to this Agreement must be brought and heard in Miami -Dade County, Florida. 8 #34335665_v4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 9.20 Recording. This Agreement shall be recorded in the Public Records of Miami -Dade County at the sole cost and expense of the Developer. [REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK] [SIGNATURES APPEAR ON FOLLOWING PAGES] 9 #34335665_v4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN WITNESS WHEREOF, the CRA and the Developer executed this Agreement the day and year first above written: DEVELOPER: FORBES MIAMI NE 1ST AVENUE LLC, a Michigan limited liability company WITNESS: By: Print Name: Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing was acknowledged before me this _ day of 2015, by , as of Forbes Miami NE 1st Avenue LLC, a Michigan limited liability company, on behalf of the limited liability company, who is personally known to me or who has produced as identification. (Notary Seal) 10 Signature #034335665_v4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. CRA: Southeast Overtown/Park West Community Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes WITNESS: By: Print Name: Clarence E. Woods, III Executive Director Print Name: STATE OF FLORIDA ) SS: COUNTY OF MIAMI-DADE Al I EST: By: Todd B. Hannon Clerk of the Board APPROVED AS TO FORM AND CORRECTNESS: By: William R. Bloom CRA Special Counsel The foregoing instrument was acknowledged before me, this _ day of February, 2015, by Clarence E. Woods, III, Executive Director of SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, on behalf of the agency. He/she is personally known to me or has produced as identification. Notary Public, State of Florida at Large Printed Name: My Commission expires: 11 #34335665_v4 Exhibit "A" Property Description BLOCK 22 Parcel A-1 (01-0102-020-1020) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Lot 1, less the North 10 feet and the East 10 feet, Lots 2, 3, 4 and 5, less the North 10 feet, and Lots 16, 17, 18, 19 and 20, less the East 10 feet of Lot 20, all in Block 22 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida, LESS AND EXCEPT the following: The South 2.5 feet of the North 12.5 feet of Lots 1, 2, 3, 4 and 5; AND The external area of a circular curve, having a radius of 7 feet and tangents which are 37.5 feet South of and parallel with the centerline of N.E. 10th Street and 42.5 feet West of and parallel with the centerline of N.E. 2°d Avenue; AND The West 5 feet of the East 15 feet of lot 1; AND The West 5 feet of the Fast 15 feet of the North 72.0 feet of Lot 20; AND The West 7.5 feet of the East 17.5 feet of the South 78.0 feet of Lot 20 AND The external area of a circular curve, having a radius of 25 feet and tangents which are 42.5 feet West of and parallel with the centerline of N.E. 2°d Avenue and 25 feet North of and parallel with the centerline of N.E. 9th Street. Parcel A-2 (01-0102-020-1030) Lots 6 and 7 Block 22 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida, less the North 10 feet thereof. Parcel A-3 (01-0102-020-1080) Lot 8 Block 22 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel A-4 (01-0102-020-1100) The North 100 feet of Lots 9 and 10 Block 22 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. 12 #34335665-v4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Parcel A-5 (01-0102-020-1090) The South 50 feet of Lots 9 and 10 Block 22 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel A-6 (01-0102-020-1110) Lot 11 Block 22 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel A-7 (01-0102-020-1120) Lot 12 Block 22 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel A-8 (01-0102-020-1130) Lot 13 Block 22 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel A-9 (01-0102-020-1140) Lots 14 and 15 Block 22 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. 13 #34335665_ 1 BLOCK 39 Parcel B-1 (01-0103-090-1010) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. The North 100 feet of Lots I and 2, less the East 35 feet thereof, Block 39 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami - Dade County, Florida. Parcel B-2 (01-0103-090-1030) Lots 3 and 4 Block 39 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida.Parcel B-3 (01-0103-090-1040) Lots 5 and 6 Block 39 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel B-4 (01-0103-090-1050) Lots 7, 8 and 13, together with the South 90 feet of Lots 11 and 12, all in Block 39 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami - Dade County, Florida. Parcel B-5 (01-0103-090-1060) Lots 9 and 10, together with the North 60 feet of Lots 11 and 12, all in Block 39 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami - Dade County, Florida. Parcel B-6 (01-0103-090-1110) Lot 14 Block 39 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel B-7 (01-0103-090-1120) Lot 15 Block 39 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel B-8 (01-0103-090-1130) Lot 16, less the South 8 feet thereof, Block 39 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel B-9 (01-0103-090-1140) Lots 17 and 18, less the South 8 feet thereof, Block 39 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel B-10 (01-0103-090-1020) 14 /034335665.y4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Lots 19 and 20, less the South 60.5 feet thereof and less the East 35 feet of Lot 20, together with the South 50 feet of Lot 1, less the East 35 feet, and the South 50 feet of Lot 2, all in Block 39 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. 15 #3431! ?-045....y4 BLOCK 42 Parcel C-1 (01-0104-020-1010) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. The North 140 feet of Lot 1, less the East 10 feet thereof, Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-2 (01-0104-020-1030) The East one-half of the North 140 feet of Lot 2 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-3 (01-0104-020-1040) The West one-half of the North 140 feet of Lot 2 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-4 (01-0104-020-1050) Lot 3 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-5 (01-0104-020-1080) Lot 4, 5 and 6 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-6 (01-0104-020-1090) Lot 7 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-7 (01-0104-020-1100) Lot 8 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-8 (01-0104-020-1110) Lots 9 and 10 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-9 (01-0104-020-1130) The South 100 feet of Lots 11 and 12 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-10 (01-0104-020-1I40) 16 #34335665_v4 THIS DOCUMENT 1S A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Lot 13 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-11 (01-0104-020-1150) Lot 14 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-12 (01-0104-020-1160) Lot 15 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-13 (01-0104-020-1170) Lot 16 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-14 (01-0104-020-1180) Lot 17 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-15 (01-0104-020-1190) Lot 18 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. 17 #34335665_v4 THIS DOCUMENT 15 A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Parcel C-16 (01-0104-020-1200) The South 100 feet of Lot 19 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-17 (01-0104-020-1210) The South 100 feet of Lot 20, less the East 10 feet thereof, Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C 18 (01-0104-020-1020) The South 10 feet of Lots 1 and 2, together with the North 50 feet of Lots 19 and 20, all in Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel ID umber: 01-0104-020-1120 The North 50.00 feet of Lots 11 and 12, Block 42 NORTH, of the CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida, 18 034335665_y4 BLOCK 59 Parcel D-1 (01-0105-090-1020) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. All of Lots 1 through 10, except the South 45 feet of Lots 1 through 10 and except the East 33 feet of Lot 1, and except the West 10 feet of Lot 10 thereof, Block 59 North,, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. 19 t134335665_v4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Exhibit "B" The Project The Project consists of the following elements: Phase 1A (Block C, D. F. H) i. Approximately 765,000 net square feet of retail (including restaurant uses) the "Retail Center"); and ii. Approximately 2,250 to 3,000 space parking garage. #4049625 v2 20 #34335665 v4 Name Downtown Arts Ctr. Venture Hive Kromer Building Gran Central Building Exhibit "H" Existing Improvements Property Address 100-132 NE 11's Street 1016 NE 2rd Avenue 55NE7Street 697 N. Miami Avenue 66 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Folio No.(s) Property Description 01-0101-090-1052 2, 2-story buildings 01-0101-090-1060 totaling 23,263 sq. fl. 01-0101-090-1090 01-0101-090-1140 01-0104-030-1160 01-0104-030-1170 01-0105-080-1060 2-story building totaling 25,766 sq. ft. 1-story building totaling 11,070 sq. ft. 2-story building totaling 22,943 sq. ft. #34336011_v3 Prepared By: William R. Bloom, Esq. Holland & Knight LLP 701 Brickell Avenue, Suite 3300 Miami, FL 33131 THE MIAMI WORLDCENTER ECONOMIC INCENTIVE AGREEMENT THIS MIAMI WORLDCENTER ECONOMIC INCENTIVE is made as of December , 2014, by and between MIAMI FIRST company, MIAMI SECOND, LLC, a Delaware limited liability Delaware limited liability company, MIAMI FOURTH, LLC MIAMI AJI, LLC, a Delaware limited liability company FORBES MIAMI NE 1ST AVENUE LLC, a Michigan Developer"), and the SOUTHEAST OVERTOWN/PARK AGENCY, a public agency and body corporate created p "CRA"). S: SUBSTITUTED REEMENT (the "Agreement") LC, a Delaware limited liability pany, MIAMI THIRD, LLC, a Florida limited liability company, ollectively, the "Master Developer"), mited liability company ( the "Retail EST COMMUNITY REDEVELOPMENT uant to Section 163.356, Florida Statutes (the A.. The CRA was formed for i .purpose of removing slum and blight in the Southeast OvertownlPark West Redevelopment Area (" -development Area") and to promote redevelopment and employment within the Redevelopment Are B. Master Develop Redevelopment Area, which is more part hereof (the 'Waster Developer property located in the Redevelo attached hereto and made a p Property, collectively, the "P hereinafter defined. the owner of all of that certain real property located in the tilarly described in Exhibit "A-1" attached hereto and made a petty"), and Retail Developer is the owner of all of that certain real nent Area, which is more particularly described in Exhibit "A-2" hereof (the "Retail Property"; together with the Master Developer ert "), which is located within the Miami WorldCenter District, as C. Ma Developer and Retail Developer intend to redevelop the Property as a mixed - use project on the P perty in various phases as more particularly described on Exhibit "B" (the "Project"). D. Master Developer and Retail Developer have requested that the CRA provide economic ince Ives to assist with the cost of providing certain infrastructure and parking in view of the additional to s and the job creation that will result from construction, development and operation of the Project, 1 The CRA is willing to provide certain economic incentives to assist Master per and Retail Developer with the costs of certain infrastructure and parking, subject to the terms ditions as hereinafter provided. SUBSTITUTED NOW THEREFORE, in consideration of the foregoing and of the covenants an agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficien of which are hereby acknowledged, Master Developer, Retail Developer and the CRA hereby agree as ollows: 1. RECITALS. The Recitals to this Agreement are incorporated her; by reference and made a part hereof. 2. DEFINITIONS. The following terms used in this Agreeme shall have the following meanings: 2.1 "Anticipated Development Value" shall have th in Section 4.1. eaning ascribed to said term 2.2 "Assignee" means a Person to whom a ri_r or liability is transferred and which shall have the right, but not the obligation, to enforce any of the to s of this Agreement against any other party hereto. 2.3 "Assignment Notice" shall have t meaning ascribed to such term in Section 4.2.3. 2.4 "Base Year" shall mean the c endar year preceding the calendar year in which the tax rolls for the County with respect to any Fol. - Number with respect to a portion of the Property reflect an increase in the assessed value of any .rtion of the Property as a result of the Substantial Completion of any Improvement. 2.5 "Bond Obligations" s the meaning ascribed to such term in Section 5. 2.6 "Children's Tru means that certain independent special district authorized pursuant to Section 1.01.A.11 of the C nty Home Rule Charter and Section 125.901, Fla. Statutes, for the purpose of providing funding for Idren's services throughout the County. 2.7 "City" m: is the City of Miami, a municipal corporation of the State of Florida. 2.8 "Cit ..royal" means the approval by the City of the CRA Budget for the applicable year, which C Budget includes the applicable Incentive Payment and Extra Incentive Payment. 2.9 `CBE-A/E" has the meaning ascribed to such term in Section 3.1.3 and Section 10-33.02 of the Cou Code of Ordinances, as amended. 0 "Consumer Price Index" means the Consumer Price Index published by the Bureau of Lab. Statistics of the United States Department of Labor as the Consumer Price Index for All Items, Miam t. Lauderdale, Florida, Base Year 1982-1984=100, or its equivalent. 2.11 "Contractors" means the General Contractor and all Subcontractors engaged to comple all or any portion of an Improvement. 2.12 "County" means Miami -Dade County, a political subdivision of the State of 2 improvements described on Exhibit "H" at 4.2.1(i). 2.13 "County Approval" means the approval by the County of the CRA Bu applicable year which includes the applicable Incentive Payment is a part. 3.1.1.2.iii. paragraph. TIT T et for the 2.14 "County Targeted Zip Codes" has the meaning ascribed to suc rm in Section 2.15 "(-RA" shall have the meaning ascribed to the term n the introductory 2.16 -CRA Approval'' means the approval by the CRA Budget which includes a line item for the Incentive Payment and the Ex applicable year. ard of the annual CRA ncentive Payment for the 2.17 "CRA Board" means the board of commissiot s of the CPA. 2.18 "CRA Budget" means the annual budget r the operation of the CRA approved by the CRA Board, subject to City Approval and County Appro.,. . 3.1,1.2.i. 2.19 "CRA Targeted Zip Codes" has th9neaning ascribed to such term in Section 2.20 "Effective Date" means the chl ofexecutton and delivery of this Agreement by all parties hereto. 2.21 -Executive Director" me s the executive director of the CRA. 2.22 "Existino Improvern t Renovation" rneans renovations to the buildings and -led hereto. 2.23 "Extra Incentiv Payment" has the meaning ascribed to said term in Section 2.24 "First So' term in Section 3.1.4. 2.25 -Fir said term in Section 3,1.5. 2.26 to the Property. .,e Hiring Agreement (Hotel/Retail)" has the meaning ascribed to said Source Hiring Agreement (Retail Center)" has the meaning ascribed to General Contractor" means the general contractor engaged for any Improvement -Grant Obligations" shall have the meaning ascribed to such term in Section 5. 2.28 "Improvement" means any building or other improvement, excluding the Public Infrastruf I provements, developed on the Property subsequent to the Effective Date. 2.29 "Incentive Payment" shall have the meaning ascribed to such term in Section 4.2. 2.30 "Incremental TIF" shall mean, for each tax year, the tax increment revenues, if ,y, actually received by the CRA from the County and City with respect only to Improvements 1..;onstructed on the Property after the Effective Date after deduction for any (i) allocable administrative TT charges imposed by the County and the City (but not administrative costs associated with the o' ration of the CRA), (ii) all allocable charges and/or payments to or for the benefit of the Children's T other adjustments to the assessed value of the Improvements made by the City and/or County a result of challenges or tax contests with respect to the assessed value of any of the Improv ents, and (iv) reductions in tax increment revenues to the CRA as a result of (a) dedications made bsequent to the Effective Date resulting in any reduction in the tax increment revenues paid to the OP with respect to the portion of the Property so dedicated and (b) demolition of any° improvements 1, a ed on the Property as of the Effective Date. For avoidance of any doubt, Incremental TIE specifica does not include any incremental revenues associated with the land comprising the Property or inipr ements on the Property located on the Property as of the Effective Date. 2.31 "Labor Participation Requirement" has the me Section 3.1.1,2. 2.32 "Labor Non -Compliance Funds- shall have Section 3.1.1.8. ng ascribed to said term in meaning ascribed to such term in 2.33 "Master Developer" shall have thetteaning in the introductory paragraph. 2.34 "Miami WorldCenter District" means the Miami Worldcenter Community Development District, an independent special district thorized pursuant to Chapter 190, Fla. Statutes, and constituted for the purpose of financing, const c , and maintaining (in whole or in part) the Public Infrastructure Improvements within the Miami Woi 4center District. ascribed to such term 2.35 "Person" means any i ividual, sole proprietorship, partnership, joint venture, limited liability company, limited liabilit partnership, trust, estate, unincorporated organization, association, corporation, institution, or oth ntity. 2.36 -Phase" means hase [ (including Phase 1A, Phase 1B, Phase IC (North) and Phase IC (South)), and Phase II (in ding Phase 2 (Block A) and Phase 2 (Block B)), as more fully described on Exhibit "B" attached to rid made a part of this Agreement. 2.37 "Phase mpletion" means the Substantial Completion of Improvements to the applicable Phase as identified Exhibit B and such Phase being included on the tax rolls as a result of the Substantial Completion th Improvements included in such Phase. 2.38 rincipal Place of Business" means the location of the primary office or central office of a Subcontra r. If the Subcontractor has only one business location, such business location shall be its Principal ace of Business. Confirmation of the Subcontractor's Principal Place of Business may be evidenced a valid business tax receipt issued by Miami -Dade County. .39 "Project" has the meaning ascribed to such term in the Recitals. 2.40 "Property" has the meaning ascribed to such term in the Recitals. 2.41 "Public Infrastructure Improvements" means the utility improvements, public vehic r and pedestrian right-of-way improvements, public parks and other similar types of imp vements, to be installed for the benefit of the Project and/or the Miami WorldCenter District (in e or in part). The Public Infrastructure Improvements anticipated by Master Developer are identified Exhibit -D-. 4 SUBSTIT TED 2.42 "Retail Center" has the meaning ascribed to such term in Exhibit 2.43 "Retail. Developer" shall have the meaning ascribed i;* the term in the introductory paragraph. 2.44 "SBE-Construction Services" has the meaning ascribeo such term in Section 3.1.3 of this Agreement and Section 10-33.02 of the County Code of Ordinanc , as amended. 2.45 "Skilled Labor Participation Requirement" has the eaning ascribed to said term in Section 3.1.1.3. 2.46 "Skilled Labor Non -Compliance Funds" shah ave the meaning ascribed to said term in Section 3.1.1.9. 2.47 "Small Business Enterprise" has the m s''eg ascribed to such term in Section 3.1.3 of this Agreement. 2.48 "Subcontractor" means a contraeto ngaged by a General Contractor. 2.49 "Subcontractor Non-Complian ' unds" shall have the meaning ascribed to said term in Section 3.1.1.7. 2.50 in Section 3.1.1.4(i). "Subcontractor Participati. Requirement" has the meaning ascribed to said term 2.51 "Substantially Comp ed" or "Substantial Completion," or words of like import, means with respect to such Improvement t . f a temporary or permanent certificate of occupancy, or its equivalent, has been issued by the City for ch Improvement to enable its intended use. 2.52 "Target Area'` eaiis the areas of the County identified in Section 3.1.1.2(i)(a), (b), (c), (d) and (e). 2.53 "Tenant provements" means the build -out of the tenant improvements with respect to retail space on behalf a tenant of the Retail Center and/or any retail portion of the Project. 2.54 "Tii i;" shall mean the period commencing on the Effective Date of this Agreement and terminate upon the expiration of the life of the CRA, which currently is set expire on March 31, 2030, as the a' e may be extended with the approval of the City and the County in accordance with all applicable law 2.5 "TIF Agreement" has the meaning ascribed to said term in Section 5.3. TBLIC BENEFIT COMMITMENTS. 3.1 Development Commitments. As an inducement to the CRA to provide the Incentive > ymcnt and the Extra Incentive Payment, as applicable, for the benefit of the Project pursuant to this ernent, and in the interest of furthering the goals of the CRA, Master Developer and Retail Devel. , r (each for itself and its respective successors and assigns) each hereby makes the following cote` °rrt;ents for the public benefit during the Term of this Agreement: 5 TIT T 3,1.1 Job Creation During Construction. With regard to sourcing andidates for employment opportunities resulting from the construction of each Improvement on e Property comprising all or any portion of the Project (excluding the Tenant Improvement,. and Existing Improvement Renovations): 3.1.1. I Coordination with Local Agencies. To Contractor and each Subcontractor working on the Project or any portion thereo Improvements and the Existing Improvement Renovations) to consult and co CareerSource South Florida center, located at Lindsey Hopkins Technical Ce 41h Floor, the Contractor's Resource Center, South Florida Minority Su (-SMSDC"), Miami -Dade Chamber of Commerce, State of Florida eco other similar entities recommended by the Executive Director regardin services to City residents seeking to maximize employment opportu living in the Target Areas and companies whose Principal Place o Such services shall include, but are not limited to, the sourcing o General Contractor shall conduct not less than one (1) job fair Improvement comprising a portion of the Project. use each General .cluding the Tenant dinate with the City's at 750 NW 20u' Street, er Development Council development entities, or ob training and job placement es at the Project for individuals -iness is within the Target Areas. b opportunities at the Project. Each or to the start of construction of each 3.1.1.2 Unskilled Const .ction Workforce Participation. i. With Improvements and Existing Improvement Renova each require their respective Contractors perfo use good faith, diligent efforts to cause not 1 Contractors (measured in terms of total uns worked) with respect to such Improvem Improvement Renovations) to be performe Participation Requirement-) with the foll spect to each Improvement (excluding Tenant s), Master Developer and Retail Developer shall ork in connection with each such Improvement to han 30% of the unskilled laborers utilized by the ed laborers employed and total number of man hours xcluding the Tenant Improvements and the Existing y unskilled workers who ing hiring priority: reside in the County (the "Labor a, first, to City residents living within the Redevelopment Area, as more lx Acularly shown on the sketch attached as Exhibit "E-1", which encompasses part of zip code b. second, to City residents living within the boundaries of the Overtow community, as shown on the sketch in Exhibit "E-2", which community encompasses part of zip n e 33136; 33128, 33130, 3 c. third, to City residents within zip codes 33127, and 33150 (the "CRA Targeted Zip Codes") which are the five (5) highest poverty rated zip codes lo ed in the City; CR,A Targ( ,."'d Zip Codes; d. fourth, to City residents residing outside the e. fifth, to County residents of zip codes 33010, 303 3034, 33054, and 33161 (the "County Targeted Zip Codes") which are the five (5) highest pov ty rated zip codes located in the County; and fthe County Targeted Zip Codes. f. sixth, to residents in the County residing outside 6 TIT T With respect to each Improvement (excluding Tenant Improvements and Existing Imp ement Renovations), Master Developer and Retail Developer shall each require their espcctive Contractors to utilize good faith, diligent efforts to maximize the unskilled labor f formed by individuals based upon their place of residence in keeping with the hiring prie ties outlined above; provided, however, the targeted hiring priorities shall not be deemed •r construed to require Contractors to hire employees who do not comply with OSHA reqwre ents, drug testing requirements and insurance company requirements; however, unskilled 1arers with minor or insignificant criminal records shall be given reasonable considera on based upon the significance of the criminal record. , . 3.1.1.3 Skilled Construction Workforce articipation. i. With respect to Improvements and Existing Improvement Renovations), Master shall require their respective Contractors performing work in good faith, diligent efforts to cause not less than 1O% of the (measured on terms of total skilled laborers employed and to such Improvement comprising a portion of the Project Existing Improvement Renovations) with respect to the who reside in the County (the "Skilled Labor Partici, priority: mprovement (excluding Tenant oper and Retail Developer each ction with such Improvements to use s ed laborers utilized by the Contractors d man hours worked) with respect to uding the Tenant Improvements and the ovement to be performed by skilled workers tion Requirement") with the following hiring first, to City residents living within the Redevelopment Area, as more particularly vn on the sketch attached as Exhibit "E-1", which encompasses part of zip code 33136; b. second, to City residents living boundaries of the Overtown communit as shown on the sketch in Exhibit "E-2", which encompasses part of zip code 33136, r, Zip Codes; CRA Targeted Zip Codes., Zip Codes; and of the County • 17geted Zip Codes. c. con eac + within the community third, to City residents within the CRA Targeted d. fourth, to City residents residing outside the e. fifth, to County residents of the County Targeted sixth, to residents in the County residing outside to each Improvement (excluding Tenant Improvements and Existing 'improvement as), Mastcr Developer and Retail Developer shall require each of their respective tors to utilize good faith, diligent efforts to maximize the skilled labor performed by duals based upon their place of residence in keeping with the hiring priorities outlined ve; provided, however, the targeted hiring priorities shall not be deemed or construed to quire Contractors to hire employees who do not comply with OSHA requirements, drug testing requirements and insurance company requirements; however, skilled laborers with minor or 7 insignificant criminal records shall be given reasonable consideration b significance of the criminal record. 3.1.1.4 Construction Subcontractor Participatio TIT T ed upon the i. With respect to each Improv nent (excluding Tenant Improvements and the Existing Improvement Renovations), Master Develope• .nd Retail Developer each shall require their respective General Contractor to utilize good faith, dilige efforts to hire not less than twenty percent (20%) of the Subcontractors (the "Subcontractor Partic° t on Requirement") for such Improvement (excluding Tenant Improvements and Existing Renovation provements) (which 20% shall be calculated based upon the dollar value of all subcontracts for ct s ruction of such Improvement), utilizing companies that have their Principal Place of Business in e County, in accordance with the following hiring priorities: a. First ,o Subcontractors located within the Redevelopment Area as shown on the sketch attached as Exh* ,it "E-1" which encompasses part of the zip code 33136; b. econd, to Subcontractors located within the boundaries of the Overtown community as shown :n the sketch attached as Exhibit "E-2", which community encompasses part of zip code 33136; Targeted Zip Codes; outside of the CRA Targeted Zip Codes: Targeted Zip Codes; and but outside th(.. County Target Third, to Subcontractors located within the CRA Fourth, to Subcontractors located in the City but e. Fifth, to Subcontractors located in the County f. Sixth, to Subcontractors located in the County Zip Codes. With respect to each Irn ovement (excluding Tenant Improvements and the Existing Improvement Renovations), Master veloper and Retail Developer shall each require their respective General Contractor to utilize g faith, diligent efforts to have the work performed by Subcontractors based upon their Principal Place Business in keeping with the hiring priorities outlined above; provided however nothing contained ein shall require such General Contractor to hire a Subcontractor from within the Targeted Areas at does not possess the stated skills and qualifications required by such General Contractor for t scope of employment. 3.1.1.5 Construction Living Wage Rates. i. Contractors shall pay a minimum hourly wage rate of $12.8.41 health benefits are not provided to employees and 811.58 if health benefits are provided to empl yees (the "Minimum Hourly Wage Rates"). Commencing January 1, 2018, and continuing th '-after on January 1 of each succeeding calendar through the Substantial Completion of the Project, the n applicable Minimum Hourly Wage Rates shall be increased by an amount equal to the product of the PI Percentage Increase multiplied by the then applicable Minimum Hourly Wage Rates. For purposes of the foregoing, the "CPI Percentage Increase" shall equal the fraction (i) whose numerator equals the 1 8 monthly Consumer Price Index published for the month of November immediately prior to the calendar year (or the nearest reported previous month) and (ii) whose denominator is the Co Index published for the same month (or the nearest reported month) for the immediately year. If the Consumer Price Index is discontinued with no successor index, the C commercially reasonable, comparable index. The CPI Percentage Increase set forth her in a reduction of the respective Minimum Hourly Wage Rates. TIT T plicable er Price or calendar shall select a shall not result Each Contractor shall includ the same Minimum Hourly Wage Rates in all contracts and in all subcontracts entered into by suc' ontractors, which will require that each Contractor stipulate and agree that they will pay the sa Minimum Hourly Wage Rates, subject to adjustment, as set forth in the subsection above. 3.1,1.6 Responsible Wage Rages —F 'trical Journeyman. i. With respect to each .,,mprovement (excluding Tenant Improvements and Existing Improvement Renovations), Master oveloper and Retail Developer each shall require their respective Contractors performing work in co ection to such Improvements to pay a minimum hourly wage rate and health benefits for Electri Journeyman consistent with County's Responsible Wage Ordinance, as codified in Section 2-11.1 of the County Code and the Supplemental General Condition Wage & Benefits Schedule, Construed Type: Building (the "Responsible Wage"), as the same may be revised the County annually. For ,114, the Responsible Wage is $30.11 per hour plus $5.60 per hour for a health benefit. Contr ors performing work in connection with any Improvement may employ the services of Electricapprentices subject to the staffing, pay, and other requirements set forth in Section 2-11.16 of the Co, ,iy Code. ii. Each 'ontractor shall include the same Responsible Wage in all contracts and in all subcontracts for elec 2a1 services entered into by such Contractors, which will require that each Contractor to stipulate and ee that they will pay the Responsible Wage. 3.1.1.7 Report Requirements with respect to Each Improvement. With respect to each Improvement (ex ading Tenant Improvements and the Existing Improvement Renovations), the Master Dee10 r or the Retail Developer, as appropriate, shall be required to submit to the Executive Direc r (i) on a quarterly basis commencing thirty (30) days after the end of the first quarter after ornmencement of construction of each Improvement until thirty (30) days following Subs tal Completion, detailed reports evidencing compliance with the Subcontractor Participaf n Requirement during the prior quarter and (ii) on a monthly basis commencing thirty (3 days after the commencement of construction of each improvement until thirty (30) days fo • ng Substantial Completion, detailed reports evidencing compliance with the Labor Particip on Requirement and the Skilled Labor Participation Requirement during the prior month ("P icipation Reports"). The Participation Reports shall contain such information as the Executi Director may reasonably require to enable the Executive Director to determine whether the aster Developer or the Retail Developer, as appropriate, is in compliance with the Subcontrac r Participation Requirement, the Labor Participation Requirement and the Skilled Labor 13-, Lipation. Requirement with respect to such Improvements. 3.1. 1.7 [Penalties for Non -Compliance with Subcontractor 13' ipation Requirements. With respect to each Improvement (excluding Tenant rovements and Existing Improvement Renovations) to the extent Master Developer or Retail veloper, as appropriate, fails to comply with the Subcontractor Participation Requirements, 9 TIT T with respect to such Improvement, Developer shall pay to the CRA as a one-time pen such non compliance (a) Ten Thousand and No/100 Dollars ($10,000.00) for each p point below- the Subcontractor Participation Requirement for the first three (3) perc below the Subcontractor Participation Requirement, (b) Twenty -Five Thousand Dollars ($25,000.00) for each additional percentage point below the first three points below the Subcontractor Participation Requirement for up to percentage points and thereafter (c) Fifty Thousand and No/100 Dollars additional percentage point below six (6) percentage points belo Participation Requirement (collectively, the "Subcontractor Non -Co respect to such Improvement. The Subcontractor Non -Compliance Fu the Executive Director after Substantial Completion and shall be du (30) days from the date of Master Developer's or Retail Develope written statement from the Executive Director stating the Compliance Funds due with respect to such Improvement. To the Executive Director and the Master Developer or the Re respect to the compliance with the Subcontractor Participa be submitted to the CRA Board for resolution. The deci on the parties. Any amount of the Subcontractor No shall bear interest at 12% per annum from the date dtt 3.1.1 8 Penalties y for ntage ge points nd No/100 percentage ) additional ,000.00) for each he Subcontractor ance Funds") with s shall be calculated by and payable within thirty , as appropriate, receipt of a ount of Subcontractor Non- e extent of any dispute between Developer, as appropriate, with n Requirements, such dispute shall of the CRA Board shall be binding Compliance Funds not paid when due ntil paid. Non Complian ith Labo Participation Requirements. For each Improvement (exc ding the Tenant Improvements and Existing Improvement Renovations) to the extent Ma _r Developer or Retail Developer, as appropriate, fails to comply with the applicable Lab Participation Requirement, with respect to such Improvement, Master Developer or Retai eveloper, as appropriate, shall pay to the CRA as a one-time penalty for such noncomplian (a) Ten Thousand and No/100 Dollars ($10,000.00) for each percentage point below th Labor Participation Requirement for the first five (5) percentage points below the Labor carticipation Requirement, (b) Twenty -Five Thousand and No/100 Dollars ($25,000.00) fo each additional percentage point below the first five (5) percentage points below the Li r Participation Requirement for up to five (5) percentage points and thereafter (c) Fifty Tb sand and No/100 Dollars ($50,000.00) per each additional percentage point below e ten (10) percentage points below the Labor Participation Requirement (collective , the "Labor Non -Compliance Funds") with respect to such Improvement. The a Non -Compliance Funds shall be calculated by the Executive Director after Substantial Coi tion and shall be due within thirty (30) days from Master Developer's or Retail Developer's eipt of written statement from the Executive Director stating the amount of Labor Non -Col ance Funds due. To the extent of any dispute between the Executive Director and the Maste veloper or Retail Developer, as appropriate, with respect to the compliance with the Lab articipation Requirement, such dispute shall be submitted to the CRA Board for resolution, h arbitration shall be binding upon the parties. Any amount of the Labor Non- Complia Funds not paid when due shall bear interest at 12% per annum from the date due until p 3.1.1.9 Penalties for Non Compliance with Skilled Laborer icipation Requirements. For each Improvement (excluding the Tenant Improvements and x sting Improvement Renovations) to the extent Master Developer or Retail Developer, as appropriate, fails to comply with the applicable Skilled Labor Participation Requirement, with 10 TIT TE respect to such Improvement, Master Developer or Retail Developer, as appropriate, s 1 pay to the CRA as a one-time penalty for such noncompliance of (a) Five Thousand and No/ 0 Dollars ($5,000.00) for each one-half (1/2) of a percentage point below the Skilled Labor 'articipation Requirement for the first one and one-half percent (1.5%) below the Skilled Lab. Requirement, (b) Twelve Thousand Five Hundred and No/100 Dollars ($12,500.00) for eac additional one- half (1/2) of a percentage point below the first one and one half percent (1.5% below the Skilled Labor Requirement for up to an additional one and one-half percent (1.5 ) and thereafter (c) Twenty Five Thousand and No/100 Dollars ($25,000.00) per each additi al one-half (1/2) of a percentage point below the three percent (3%) below the Ski d Labor Participation Requirement (collectively, the "Skilled Labor Non -Compliance Fu, is") with respect to such Improvement. The Skilled Labor Non -Compliance Funds shall b- 'alculated by the Executive Director after Substantial Completion and shall be due within rty (30) days from Master Developer's or Retail Developer's receipt of written statem- from the Executive Director stating the amount of Skilled Labor Non -Compliance Funds Jue. To the extent of any dispute between the Executive Director and the Master Developer ir Retail Developer, as appropriate, with respect to the compliance with the Skilled Labor P icipation Requirement, such dispute shall be submitted to the CRA Board for resolution, w h arbitration shall be binding upon the parties. Any amount of the Labor Non -Compliance nds not paid when due shall bear interest at 12% per annum from the date due until paid. 3.1.1.10 Job Creat Monitoring Contract. Prior to the issuance of any construction permits for any Improvement (excl ing Tenant Improvements and Existing Improvement Renovations), a SBE-Construction Services cert ed firm shall be retained by each General Contractor as a project cost and designated to: (a) monitor t job requirements set forth in Sections 3.1.1.2, 3.1.1.3, and 3.1.1.4; (b) certify compliance with the req ements of Section 3.1.1.5 and 3.1.1.6.; and (c) provide the reports required by Section 3.1.1.7. 3.1.2 Ernpl, ment Advertisement & Notice. With respect to the construction of each Improvement, the Master '.veloper and Retail Developer each, as appropriate, shall or shall require their respective General 04 ,iractor to: i. Electronically post job opportunities in established job outreach websites and orga- ,zations, including, without limitation, CareerSource South Florida, and similar programs in order I- attract as many eligible applicants for such jobs as possible; and ii. Place a full -page weekly advertisement in the Miami Times newspaper to form residents of available job opportunities and any upcoming job fairs not less than thirty (30) d. s pnor to and through the date of construction commencement. This shall be in addition to any a ertisements done through other job outreach websites, organizations, and efforts. 3.1.3 Small Business Enterprise Program for Architecture, Engineering, Landscape rchitecture. Surveying and Mapping Professions ("CBE-A/E") and Small Business Enter ris Program for Construction Services ("SBE-Construction Services"). With respect to each Impro nent (excluding Tenant Improvements and Existing Improvement Renovations) Master Dev- per and Retail Developer each shall use diligent, good faith efforts to achieve, as applicable, the fol ing goals: 11 TIT i. Award to firms certified by the County as -E-A/E not less than 7.5% of the professional services agreements for soft costs, including, but not li ► ed to, design, engineering, survey, inspection, job monitoring requirements, testing and legal; and ii. Award to firms certified by th " County as SBE- Construction Services firms not less than 10°ro of the contractual agreement, or construction and construction -related materials, supplies and fixtures. 3.1.4 First Source Hiring Agreement (Hotel/Retai As a further inducement for the CRA to enter into this Agreement, Master Developer and the CRA ve each agreed to enter into, simultaneously with the execution of this Agreement, a first source h' ng agreement with respect to employment during the operation of the Project (other than the Retail ♦ nter) in the form of Exhibit "G- 1 " attached hereto. 3.1.5 First Source Hiring Agreement f' tail Center). As a further inducement for the CRA to enter into this Agreement, Retail Developer and e CRA shall enter into, simultaneously with the execution of this Agreement, a first source hiring a• ment with respect to employment during the operation of the Retail Center in the form of Exhibit "G attached hereto. 3.1.6 Retail Opportunities at etail Center. As a further inducement for the CRA to enter into this Agreement, Retail Developer • all use commercially reasonable efforts to work with the CRA to situate not less than one (1) CRA s .orted, restaurant or retail concept tenant within the Retail Center on terms mutually agreeable to bot e Retail Developer and the CRA. Such prospective tenant shall be subject to the same qualification' and standards as any other tenant within the Retail Center, but Retail Developer shall provide s prospective tenant with a rent concession of twenty percent (20%) off of the then applicable mar rent for similar space for the term of the Lease. 3.1.7 Other R= sit --Opportunities. As a further inducement for the CRA to enter into this Agreement, Master Dev per shall use commercially reasonable efforts to work with the CRA to situate not less than one (l) supported restaurant or retail concept tenant within Phase IC (North) and one (1) CRA identifie. estaurant or retail concept tenant within Phase IC (South) on terms mutually agreeable to both the M' ter Developer and the CRA.Such prospective tenants shall be subject to the same qualifications and andards as any other tenants within Phase 1C (North) and Phase 1C (South) , but Master Develo shall provide such prospective tenant with a rent concession of twenty percent (20%) off of the the pplicable market rent for similar space for the term of the Lease. 3.2 ' ach_Improvement. For the avoidance of any doubts, the provisions of Sections 3.1.1, 3.1.2 :nd 3.1.3 shall apply with respect to each Improvement standing alone. 4. Dr '-ELOPMENT OF PROJECT & PROJECT INCREMENTAL TIF. Development of Project. Master Developer anticipates that the Project shall be constructed multiple Phases as more fully described on Exhibit "B". Master Developer further anticipates at the assessed value of the Improvements for Phase I (including Phase 1 A, Phase 1 B, and Phase 1 a'''orth) and Phase IC (South)) in the aggregate will exceed One Billion Thirty -Three Million and N 00 Dollars ($1,033,000,000.00) (the "Anticipated Development Value"). Master Developer estit es that Anticipated Development Value will generate approximately Twelve Million Eighty -Seven Th* and and No/100 Dollars ($12,087,000.00) in the aggregate in Incremental TIF for the entirety of with such Incremental TIF beginning as of January 1, 2018. Estimated Incremental TIF and ase (_'.completion on a Phase -by -Phase basis is attached to this Agreement on Exhibit "C." TE 12 TIT T ('RA has conducted no independent evaluation regarding the Anticipated Dev: pment Value, estimated'' Phase Completion and the estimate of the Incremental TIF that will be gener. d by the Project which has been provided by the Master Developer and Retail Developer. Master developer and the Retail Developer acknowledge and agree that they bear the entire risk under this AG ement if the Project is valued at less than the Anticipated Development Value and/or is not develope ithin the time frame anticipated by the Master Developer and Retail Developer resulting in the shay of the Incremental TIF payable by the CRA pursuant to this Agreement being less than anticipated •y Master Developer and Retail Developer. Master Developer and Retail Developer acknowledge a agree that the CRA shall have no liability to Master Developer and Retail Developer if the Antic' •aced Development Value as estimated by Master Developer and Retail Developer proves not to be a• urate for any reason and if the estimates provided by the Master Developer and Retail. Developer pro to be inaccurate, same shall not relieve Master Developer and Retail Developer of their respective obi. _ations pursuant to this Agreement. 4.2 Development Incentive. Subject to CRnx'udget Approval by the CRA Board, City Approval and County Approval, on an annual basis in all c., s as an inducement to the development of the Project, the CRA agrees to pay to the Master Dev per a percentage of Incremental TIF as follows: 4.2.1 Payment of Incremental F. On an annual basis for each calendar year commencing after the Base Year and continuing thr ghout the Term of this Agreement, subject to reduction under Section 4.2.2 below, the CRA shall p , to Master Developer an incentive payment equal to Fifty -Seven Percent (57%) of the Incremental TII the "Incentive Payment"). provided, that: (i) Provided that P IA has been Substantially Completed, if during any calendar year up to and including the calenda .year 2022, the Incentive Payment is less than Six Million Eight Hundred and Eighty -Nine Thousand Sr. enty-Four Dollars ($6,889,074.00), then, for such calendar year, in addition to the Incentive Paymer he CRA shall pay to Master Developer an extra incentive payment (the "Extra Incentive Paymen =ni equal to the lesser of 18% of the Incremental TIF; or the difference between Six Million EiI Hundred and Eight -Nine Thousand Seventy -Four Dollars ($6,889,074.00) and the Incentive Pa,;= lent for such year; and (ii) t► 'the extent that the CRA makes any Extra Incentive Payment(s) to Master Developer pursuant to .action 4.2.1(i) above, then during all succeeding calendar years, the payments to Master Developpursuant to Section 4.2.1 above shall be capped at Six Million Eight Hundred and Eighty -Nine Tusand Seventy -Four Dollars ($6,889,074.00) until such time as the amount of the reductions in the p.'ments to Master Developer as a result of the cap equal the aggregate of the Extra Incentive Payment ,trade to Master Developer pursuant to Section 4.2.1(i). All Incentive Payme and Extra Incentive Payments shall be due and payable within thirty (30) days of the CRA's receipt . ncremental TIF. reductions as to 4.2.2. Reduction to Incentive Payment. The incentive Payment is subject to 4.2.2.1. Phase IA: If Phase Completion of Phase 1 A, as describ ', on Exhibit "B" attached hereto, shall not have occurred prior to January 1, 2021, then the Incen' ;..; Payment based upon the Incremental TIF derived from Phase IA shall be reduced in acc ance with the following schedule: (i) by ten percent (l0%) if such Phase Completion with respect to hase IA shall have occurred as of January 1, 2022; (ii) by twenty percent (20%) if such Phase mpletion with respect to Phase lA shall not have occurred as of January 1, 2022, but shall have ccurred as of January 1, 2023; and (iii) by thirty percent (30%) if such Phase Completion with respect 13 TIT TE to Phase 1A shall not have occurred as of January 1, 2023, but shall have occurred as of nuary 1, 2024. If such Substantial Completion shall not have occurred as of January 1, 2024, t, .n the Incentive Payrnent based upon the Incremental TIF derived from Phase IA shall automatic. be divested and shall terminate and be of no further force and effect, and Master Developer shall et be entitled to any Incremental TIF with respect to Phase IA. 4.2.2.2. Phase 1B: If Phase Co , etion of Phase 1B as described on Exhibit "B" attached hereto, shall not have occurred prior January 1, 2021, then the Incentive Payment based upon the Incremental TIF derived from P se 1B shall be reduced in accordance with the following schedule: (i) by ten percent (10%) if suc' thase Completion of Phase 1B shall occur as of January 1, 2022; (ii) by twenty percent (20%) if su, Phase Completion of Phase 1B shall not have occurred as of January 1, 2022, but shall have occurr as of January 1, 2023; and (iii) by thirty percent (30%) if such Phase Completion of Phase 1B shall ot have occurred as January 1, 2023, but shall have occurred as of January 1, 2024. If such Phase C pletion shall not have occurred as of January 1, 2024, then the Incentive Payment based upon the icremental TIF derived from Phase 1B shall automatically be divested and shall terminate and be f no further force and effect and Master Developer shall not be entitled to any Incremental TIF witL espect to Phase 1B. 4.2.2.3. Phase (North): If Phase Completion of Phase IC (North) as described on Exhibit "B" attached hereto, all not have occurred by January 1, 2023, then the Incentive Payment based upon the Incremental T1f.,. erived from Phase IC (North) shall be reduced in accordance with the following schedule: (i) by te percent (10%) if such Phase Completion of Phase IC (North) shall occur as of January 1, 2024; (ii) .y twenty percent (20%) if such Phase Completion of Phase IC (North) shall not have occurred as • January 1, 2024, but shall have occurred as of January 1, 2025; and (iii) by thirty percent (30%) if ch Phase Completion of Phase 1C (North) shall not have occurred as of January 1, 2025, but shall h e occurred as of January I, 2026. If such Phase Completion of Phase IC (North) shall not have occ -red as of January 1, 2026, then the Incentive Payment based upon the Incremental TIF derived fro Phase IC (North) shall automatically shall be divested and shall terminate and be of no further for • and effect and Mastcr Developer shall not be entitled to any Incremental T1F with respect to Ph 1C (North). 4.2.2.4. Phase 1C (South): If Phase Completion of Phase IC (South) as described on Exhi. "B" attached hereto, shall not have occurred by January 1, 2023, then the Incentive Payment based u• an the Incremental TIF derived from Phase 1C (South) shall be reduced in accordance with the folio ing schedule: (i) by ten percent (10%) if such Phase Completion of Phase IC (South) shall occur as January 1, 2024; (ii) by twenty percent (20%) if such Phase Completion of Phase IC (South) sh, not have occurred as of January 1, 2024, but shall have occurred as of January 1, 2025; and (iii) by rty percent (30%) if such Phase Completion of Phase IC (South) shall not have occurred as ofJa ry 1, 2025, but shall have occurred as of January 1, 2026. If such Phase Completion of Phase IC (S th) shall not have occurred as of January 1, 2026, then the Incentive Payment based upon the Incr ental TIF derived from Phase IC (South) shall automatically shall be divested and shall terminate ai be of no further force and effect and Master Developer shall not be entitled to any Increm,c0-• 1'IF with respect to Phase 1C (South). 4.2.2.5. Phase II; Block A: If Phase Completion of the Phase II Bloc A, as described on Exhibit "B" attached hereto, shall not have occurred by January 1, 2026, then the centive Payment based upon the Incremental TIF derived from Phase II Block A shall be reduced ccordance with the following schedule: (i) by ten percent (10%) if such Phase Completion of Phase Block A shall occur as of January 1, 2027; (ii) by twenty percent (20%) if such Phase Completion of ..,"" Phase 11 Block A shall not have occurred as of January 1, 2027, but shall have occurred as of January 1, 2028; and (iii) by thirty percent (30%) if such Phase Completion of Phase II Block A shall not have 1 14 TIT occurred as of January 1, 2028, but shall have occurred as of January I, 2029. If such Ph Completion of Phase II Block A shall not have occurred as of January 1, 2029, then the Lncentiv- 'ayment based upon the Incremental TIF derived from Phase II Block A shall automatically shall be 'vested and shall terminate and be of no further force and effect and the Master Developer shall ni be entitled to any Incremental TIF with respect to Phase II Block A. 4.2.2.6. Phase II: Block B: If Phase C, pletion of the Phase II Block B, as described on Exhibit "B" attached hereto, shall not have occur.;, by January I, 2027, then the incentive Payment based upon the Incremental TIF derived from Phas; Block B shall be reduced in accordance with the following schedule: (i) by ten percent (10%) if s Phase Completion of Phase ll Block B shall occur as of January 1, 2028; (ii) by twenty percent (20 .') if such Phase Completion of Phase II Block B shall not have occurred as of January 1, 2028, but s 11 have occurred as of January 1, 2029; and (iii) by thirty percent (30%) if such Phase Completion a Phase II Block B shall not have occurred as of January 1, 2029, but shall have occurred as of Janu , 2030. If such Phase Completion of Phase II Block B shall not have occurred as of January 1, 10, then the Incentive Payment based upon the Incremental TIF derived from Phase 11 Block B sha' automatically shall be divested and shall terminate and be of no further force and effect and the IV Act Developer shall not be entitled to any Incremental TIF with respect to Phase II Block B. 4.2.3 Incentive Payments A , --- Assignment or Sale. Master Developer, in its sole and absolute discretion, may assign and reassign Incentive Payment (or discrete portions thereof) and Extra Incentive Payment (or discrete portions t reof) at any time or from time to time upon written notice given to the CRA. Any such notice of assi ment shall indicate: (i) the name of the Assignee and the Assignee's contact information, (ii) the po en of the Incentive Payment so assigned and payable to the Assignee, (iii) the term thereof, (iv) wheto or not the Assignee shall have any right of assignment, and (v) any other terms or provisions app cable thereto and mutually agreed to as between Master Developer and Assignee (the "Assi me tice"). Any Assignee must assume the obligation of the Assignor to utilize the Incentive Payme solely in accordance with the provisions of Section 4.2.4. Any assignment by Master Developer of s rights to the Incentive Payment and/or the Extra Incentive Payment shall not release Master De loper of its duties and obligations under this Agreement, including the obligations under Section 4.2,4 n furtherance of and not as a limitation of the foregoing, CRA acknowledges that Master 1 eloper intends to petition the County to establish Miami WorldCenter District, pursuant to the aut y provided under Chapter 190, Fla. Starutes, for the purpose of financing, constructing and maintair 'hole or in part) the Public Infrastructure Improvements. Following the establishment of the a TorldCenter District, Master Developer intends to convey the Public Infrastructure Improv ents or construction contract(s) therefore, and convey its interest in the same, to the Miami WorldCter District, and contemporaneously therewith to issue an Assignment Notice of a portion of the Inclive Payment to Miami WorldCenter District for the term of any then existing bond issuance, and ti' ami WorldCenter District shall assume the obligation to comply with the obligations under Section 2.4 of this Agreement. 4.2.4 Limitation on Use of Incentive Payments. Incentive Payments and Extra Incenth ""'ayments paid during the Term of this Agreement shall be used for the sole and exclusive purper of paying and/or reimbursing the costs of the construction, maintenance, operation, and debt serv1 debt issuance costs of the Project and/or the Miami WorldCenter District, to the extent such pa i nts are a permitted use of TIF Increment pursuant to Chapter 163 Part III, Florida Statute. 5. SUBORDINATION OF INCENTIVE PAYMENT. 15 TIT T 5.1 Master Developer acknowledges and agrees that the ob1igatu.. uf the CRA under this Agreement to make Incentive Payments and Extra Incentive nt(s) hereunder are junior and subordinate to the obligations of the CRA to pay debi ith respect to any bonds now existing or hereinafter issued by the CRA (collectiv y he -Bond Obligations") and junior and subordinate to the payments to be made in c .on with the grant to be made in connection with -Mama Hattie" and the Grant Agreere' as amended, by and between the City and the CRA and with respect to the Gibson Park (c vely, the "Grant Obligations-), which Grant Obligations are more fully described in 1 ibit "F". Under no circumstances shall the CRA be obligated to make Incentive Paym is and Extra Incentive Payments from its general revenues or any other sources if Incremen1. F is unavailable after the CRA makes all required payments with respect to the Bond b igations and the Grant Obligations. To the extent no Incremental TIF or only a po n of the Incremental TIF is available to pay the CRA's obligations under this Agreement ; result of the Bond Obligations and the Grant Obligations, the Incentive Payments and the xtra Incentive Payments, if any, shall be reduced to the amount of Incremental TIF availa1 c, if any, and the shortfall shall be deferred to subsequent year(s). If requested by the CJ -1. or the Master Developer, the then recipients of the Incentive Payment and Extra Incentiv agreement confirming that this Agreement is junior a Grant Obligations within ten (10) business days o 'ayments shall execute a subordination subordinate to any Bond Obligations and tten request by the CRA. 5.2 Pledge of TIF Revenuesj In the event the CRA issues additional bonds subsequent to the Effective Date the CRA c renants and agrees not to pledge the Incremental TIF derived from the Project which will b ayable to Master Developer under this Agreement as collateral for such bonds. .,"" 5.3 Additional Ae =eras Regarding Use of Incremental TIF. Master Developer and Retail Developer c owledge and agree that nothing contained in this Agreement shall be deemed or nstrued to prevent the CRA from entering into agreements similar to this Agreement (each "TIF Agreement") pursuant to which the CRA commits to pay such developers a portion the Incremental TIF generated from their project within the Redevelopment Area. Ma s; r Developer and Retail Developer each acknowledge and agree that Incremental TIF generate rom other projects which are subject to TIF Agreement(s) will not be available to make up fo any shortfall under Section 5.1. 6. CH2' ENGES. waives and rel any challen proceedi-i of a clef& Ni Liability. Master Developer and Retail Developer each hereby forever es the CRA from any liability whatsoever, now or hereafter arising in connection with ,o this Agreement by a third party and covenant and agree not to initiate any legal gainst the CRA in connection with any challenges to this Agreement (other than as a result y the CRA with respect to its obligations under this Agreement. 6.2 Duty to Defend. In the event of any challenge to this Agreement, any party in in st al its or their sole cost and expense, may defend any such challenge by a third party. The CRA all cooperate with Master Developer and Retail Developer and, if necessary, participate in the defense rf such challenge provided Master Developer and Retail Developer pay the cost of such defense. 16 S STITUTED 7. REPRESENTATIONS OF MASTER DEVELOPER. Master Developer ma s th; following representations to the CRA as follows: 7.1 Each of the entities comprising Master Developer is a limited liabi company, duly organized and validly existing under the laws of its state of formation and has ''11 power and capacity to own their properties, to carry on their business as presently conducted, , an o enter into the transactions contemplated by this Agreement. 7.2 Master Developer's execution, delivery and performanc- •f this Agreement has been duly authorized by all necessary company actions and does not conflict or constitute a default under any indenture, agreement or instrument to which such entities are a pa: ,, or by which they may be bound. 7.3 This Agreement constitutes the valid and •inditg obligations of Master Developer, enforceable against Master Developer in accordance wi its terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors g . ally. 8. REPRESENTATIONS OF RETAIL DEVE PER. Retail Developer makes the following representations to the CRA as follows: 8.1 Retail Developer is a limited ' bi:lity company, duly organized and validly existing under the laws of the State of Michigan and h ;: full power and capacity to own its properties, to carry on its business as presently conducted, and enter into the transactions contemplated by this Agreement. 8.2 Retail Developer's ex ,`tion delivery and performance of this Agreement has been duly authorized by all necessary comp.. actions and does not conflict with or constitute a default under any indenture, agreement or instru ist= to which it is a party or by which it may be bound. 8.3 This Agree t constitutes the valid and binding obligations of Retail Developer, enforceable against Re Developer in accordance with its terms, subject to bankruptcy, insolvency and other similar laws ecting the rights of creditors generally. 9. REPRE EN ION OF THE CRA. The CRA makes the following representations to Developer: 9.1 Florida and has full conducted by the C e CRA is duly organized and validly existing under the laws of the State of and capacity to own its own properties, to carry on its business as presently and to perform its obligations under this Agreement. The CRA's execution, delivery and performance of this Agreement has been duly authorized by ,l necessary actions and does not conflict with or constitute a default under any indenture, agreement • nstrument to which it is a party or by which it may be bound. 9.3 This Agreement constitutes the valid and binding obligations of the CRA, enfor'' .bie against the CRA in accordance with its terms, subject to bankruptcy, insolvency and other r laws affecting the rights of creditors generally. 10. NOTICES. All notices, demands, designations, certificates, requests, offers, nsents, approvals, appointments and other instruments given pursuant to this Agreement collectively called "Notices") shall be in writing and given by (a) hand delivery, (b) recognized 17 express overnight delivery service, (c) certified or registered mail, return receip (d) facsimile and shall be deemed to have been delivered upon (i) receipt, if (ii) the next Business Day, if delivered by express overnight delivery sery certified or registered mail, return receipt requested the day evidenced by the day delivery is refused; or (iv) transmittal, if sent on a business day by fa facsimile on a day other than a business day, on the first business da Notices shall be provided to the parties and addresses specified below: MASTER DEVF LOPER: MIAMI FIRST, LLC MLAMI SECOND,LLC MIAMI THIRD, LLC MIAMI FOURTH, LLC MIAMI A/I, LLC c/o Miami World Center Holdings, LLC 1645 Palm Beach Lakes Boulevard Suite 1200 West Palm Beach, Florida 33401 Fax: (561) 961-1178 Copy to: Stearns Weaver Miller Wei „er Alhadeff & Sitterson, P.A. 150 W. Flagler Street Suite 2200 Miami, FL 33130 Attention: Marina pss, Esq. / Javier E. Fernandez, Esq. Fax: (305) 789-3' RETAIL DEVELOPF.: Opy Forbes M Avenue LLC 100 Gal ia Officentre, Ste, 427 South Id, MI 48034 Atte n Nathan Forbes Fa (248) 827-7228 Honig,man Miller Schwartz and Cohn LLP 600 Woodward Avenue 2290 First National Building Detroit, MI 48226 Attention: Lawrence McLaughlin, Esq. / David Jacob, Esq. Fax: (313) 465-7475 18 TIT T equested, or rid -delivered, iii) if sent by ° ceipt or the ile and if sent by ollowing transmittal. CRA: TT Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2.'d Avenue, 3rd Floor Miami, FL 33136 Attention: Clarence Woods, Executive Director Fax (305) 679-6835 Copy to: Holland & Knight LLP 701 Brickell Avenue Suite 3000 Miami, Florida 33131 Attention: William R. Bloom, Esq. Fax: (305) 789-7799 1 I. APPROVAL OF CRA BUDGET. .ter Developer and Retail Developer each acknowledge that no voter approval was obtained in 00, ection with this Agreement and that neither the City nor the County has approved this Agreemerit a the event this Agreement is determined to be unenforceable in whole or in part as a result of he multi -year CRA commitment regarding the Incentive Payments and Extra Incentive Payment(ii) the failure to obtain CRA Board Approval, City Approval and County Approval of the CRA B et including a line item for the Incentive Payment and Extra Incentive Payment, if applicable, on an ual basis, Master Developer and Retail Developer each acknowledge and agree that the CRA sh have no liability to either Master Developer or Retail Developer arising under this Agreement. aster Developer and Retail Developer each acknowledge that this provision is a material inducement f the CRA to enter into this Agreement. 12. COUNTY APPRO L. Master Developer and Retail Developer each acknowledge that this Agreement has not been sub itted to the County Commission for review or approval and that the Incentive Payments and Extra ii e itive Payments contemplated by this Agreement will be included in the annual budget (subject to Cr - Board Approval) submitted by the CRA to the City for approval and submitted by the CRA t County for approval, once the CRA Budget is approved by the CRA Board and City approval is ob ed. The CRA shall use commercially reasonable efforts to procure the City Approval and the Coun Approval of the CRA Budget. The CRA shall have no liability to either Master Developer or Retail 1 oper in the event that City Approval and County Approval are not obtained. I 3. N-RECOURSE, This Agreeinent is non -recourse to the CRA. In the event of a breach of this ement by the CRA, the Master Developer (and only the Master Developer or any impacted As ee) may seek specific performance of this Agreement or bring an action at law which shall be I. d to recovery of any Incentive Payments and Extra Incentive Payments due under the terms of this A, ment and in no event shall Master Developer or any Assignee have the right to seek damages aga inst 14. DEFAULT BY DEVELOPER. 14.1 In the event Retail Developer breaches its duties and obligations under this Agreement, and such failure is not cured within thirty (30) days of the issuance of written notice of default specifying the breach, or such longer period of time, not to exceed one hundred and fifty (150) T 19 TIT T days, if the default, by its nature cannot reasonably be cured within such thirty (30) day pe od and if Retail Developer has not commenced curative action within thirty (30) days and diligently p sues same, then for so long as such breach or default shall continue, the CRA may pursue any reme available at law or in equity to cause Retail Developer to comply with the terms of this Agreement. 14.2 In the event Master Developer breaches its duties and o Agreement, and such failure is not cured within thirty (30) days of the issuanc default specifying the breach, or such longer period of time, not to exceed one days, if the default, by its nature cannot reasonably be cured within such thi Master Developer has not commenced curative action within thirty (30) days then for so long as such breach or default shall continue, the obligations o with respect to Incentive Payments and the Extra Incentive Payments (o and Extra Incentive Payments, if any, that have been previously as Section 4.2.3) shall be suspended, and if any such suspension shall the CRA shall have no further duties or obligations under this Agr respect to any such Incentive Payments and Extra Incentive Paym ts. gations under this of written notice of ndred and fifty (150) 0) day period and if d diligently pursues same, CRA under this Agreement an any Incentive Payments ed by Master Developer under nue for more than one year, then nt to the Master Developer with 14.3 No breach by the Retail Developer u er Section 14.1 with respect to the Retail Center shall be deemed a breach by Master Developer un. Section 14.2 with respect to the Project, excluding the Retail Center, and, conversely, no breach b aster Developer with respect to any portion of the Project other than the Retail Center under Se on 14.2 shall be deemed a breach by Retail Developer under Section 14.1 with respect to the Retai nter. I 5, ADJUSTMENT TO FOLIO NU ,Ji..1RS. Master Developer, Retail Developer and CRA each acknowledge that the current tax folio num with respect to the Property shall change as a result of the redevelopment of the Property in conno ton with the Project, including the adoption of a revised subdivision plan. In such event, the Execute Director of the CRA and the Master Developer or Retail Developer, as applicable, shall proceed ; good faith to agree as to which new folio numbers are applicable to portions of the Project, bas upon the adjustment in such new folio numbers by the Miami - Dade County Property Appraiser. 6. RELATIONSHIP :TWEEN PARTIES. This Agreement does not evidence the creation of, nor shall it be const ed as creating, a partnership or joint venture between the CRA and Master Developer and/or RetaDeveloper. No party can create any obligations or responsibility on behalf of the others or bind others in any manner. Each party is acting for its own account, and it has made its own independen decisions to enter into this Agreement and as to whether the same is appropriate or proper for based upon its own judgment and upon advice from such advisors as it has deemed necessary. Eac party acknowledges that none of the other parties hereto is acting as a fiduciary for or an adviser to it respect of this Agreement or any responsibility or obligation contemplated herein. Master Developer a, t Retail Developer each further represent and acknowledge that no one was paid a fee, commission, or other consideration by such party or such party's agent as an inducement to entering into thi greernent. 17. AGREEMENT TO RUN WITH THE LAND. This Agreement, and all rights and obligation erein, shall be binding upon Master Developer and Retail Developer and their respective successo and assigns and run with title to the Property. Master Developer represents and warrants to the '"i it is the fee simple owner of the property described in Exhibit "A-1" attached hereto, and Retail Dev4, *per represents and warrants to the CRA it is fee simple owner of the property described in Exhibit ". attached hereto. 20 18. BUDGET & APPROPRIATION. CRA covenants and agrees to budget Payment and Extra Incentive Payment, if applicable, as a line item in its annual operating b to CRA Board Approval, City Approval and County Approval. CRA further cov commercially reasonable efforts to procure annual approval of its operating Incentive Payment and Extra Incentive Payrnent, if applicable, as contemplated both the City and County. 19. CONSULTANT AND PROFESSIONAL COMPENSATION, Retail Developer each has retained consultants and professionals to assist Developer with the negotiation and execution of this Agreement, and Developer each may compensate those consultants and professionals a services performed, or any other method of compensation that is consid that particular service. Notwithstanding anything to the contrary c Master Developer or Retail Developer compensate any such consu would be deemed a "bonus,' "success fee" or "finder's fee" in exch this Agreement. 20. MISCELLANEOUS. 20.1 All of the parties to this Agree preparation hereof, and, accordingly, this Agreement of the parties hereto and shall be interpreted in a acc TIT T h ncentive get subject ants to use ncluding the Agreement, by aster Developer and Developer and Retail Developer and Retail eir standard hourly rate for d standard and reasonable for a ned herein, in no event shall r professional in any form that ge for the CRA Board's approval of have participated fully in the negotiation and not be more strictly construed against any one e with its plain meaning. 20.2 In the event any term r provision of this Agreement is determined by appropriate judicial authority to be illegal or ot rwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted such authority determines, and the remainder of this Agreement shall be construed to be in full f e and effect. 20.3 In the event of' „my litigation between [he parties under this Agreement, the prevailing party shall be entitled to rec:'.er attorneys' fees and costs at trial and appellate levels. 20.4 In construg this Agreement, the singular shall be held to include the plural, the plural shall be held to include th. z,ingular, the use of any gender shall be held to include every other and all genders, and captions and P ,agraph headings shall be disregarded. 20.5 ',1." nf the exhibits attached to this Agreement are incorporated in, and made a part of, this Agreement, 20,6 fi shall be of the essence for each and every provision of this Agreement. No provision of this Agreement is intended, nor shall any be construed, as a covenant of a o ficial (either elected or appointed), director, employee or agent of the CRA, in an individual car. CItv. 20.8 This Agreement shall be governed by and construed in accordance with the laws of the ,,ie of Florida. Any action, in equity or in law, with respect to this Agreement must be brought and .id in Miami -Dade County, Florida. t 20.9 This Agreement may be recorded in the Public Records of Miami -Dade County e sole cost and expense of Master Developer and Retail Developer. 21 TIT T 20.10 This Agreement may not be changed, altered or modified e '-pt by an instrument in writing signed by the party against whom enforcement of such change would sought. 20.11 From time to time and upon written request from the Master D eloper or Retail Developer, the Executive Director, on behalf of the CRA, shall execute an estoppel ificate or similar certification, in form, scope and substance reasonably acceptable to the request g party, confirming Master Developer or Retail Developer's, as appropriate, compliance with the coo.,itions set forth in this Agreement (and/or disclosing any then failure or default by either such party). 2 t . ENTIRE AGREEMENT. This Agreement constitute the entire agreement and understanding between the parties with respect to the subject matter of and there are no other agreements, representations or warranties other than as set forth herein. his Agreement shall be binding upon the parties hereto and their respective successors and permitted a [SIGNATURE PAGE TO FOP 22 SU STITUTED IN WITNESS hereof the parties have executed this Agreement as of the date first above w WI I NE.SS Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) The foregoing instrument wa , as manager of P as manager of Miami WoridCenter Miami First, LLC, a Delaware li is personally known to me or h My Commission E. es: MASTER DEVELOPER: MIAMI FIRST, LLC, a Del aw . - limit liability company By: MIAMI WORLD TER HOLD LLC, a Delawar= imited liability company, its ager GS, By: PWV * ' OUP 1 HOLDINGS, LLC, a re limited liability company By Nam Tit cicrtowledged before me this day of , 201_, by oup 1 Holdings, LLC, a Delaware limited liability company, oldings, LLC, a Delaware limited liability company, as manager of ed liability company, on behalf of the limited liability companies, who roduced as identification. 23 Notary Public, State of Florida WITNESS: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) STIT TED MIAMI SECOND, LLC, a Delaware ' ited liability company By: MIAMI WORLDCENTEOLDINGS, LLC, a Delaware limit-. lability company, its manag By: PWV GROU 1 HOLDINGS, LLC, a Delaware ited liability company By Name: Title: The foregoing instrument was owledged before me this day of , 201_, by , as manager of P Group 1 Holdings, LLC, a Delaware limited liability company, as manager of Miami WorldCenter oldings, LLC, a Delaware limited liability company, as manager of Miami Second, LLC, a Delaware..... mited liability company, on behalf of the limitedliability companies, who is personally known to me has produced as identification. My Commission pir'es: Notary Public, State of Florida 24 WANE Print Narne: Print. Name: STATE OF FLORIDA COUNTY OF MIAMI-DADS ) The foregoing instrument was ac , as manager of PWV as manager of Miami WorldCenter Ho Miami Third, LLC, a Delaware limi who is personally known to me or h My Commission Expir SUBSTITUTE MIAMI THIRD, LLC, a Delaware 1' ited liability company By: MIAMI WORLDCENT HOLDINGS, LLC, a Delaware limi liability company, its manag By: PWV GRO 1 HOLDINGS, LLC, a Delaware ` ited liability company By Name: Titter: edged before me this day of , 201_, by oup 1 Holdings, LLC, a Delaware limited liability company, gs, LLC, a Delaware limited liability company, as manager of liability company, on behalf of the limited liability companies, produced as identification. Notary Public, State of Florida WITNESS: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) The foregoing in 201 _, by , as m company, as manager of Miami V manager of Miami Fourth, LLC, companies, who is personally My Cotnmtssion E res: SUBSTITUTED MIAMI FOURTH, LLC, a Florida ' led liability company By: MIAMI WORLDCEN ' R HOLDINGS, LLC, a Delaware li ed liability company, its mans ' r By: PWV GR • i P 1 HOLDINGS, LLC, a Delawar° imited liability company By Name: Title: was acknowledged before me this day of n• er of PWV Group 1 Holdings, LLC, a Delaware limited liability dCenter Holdings, LLC, a Delaware limited liability company, as elaware limited liability company, on behalf of the limited liability n to me or has produced, , as identification. Notary Public, State of Florida 26 WITNESS: Print Name: Pnnt Name: ATE OF FLORIDA COUNTY OF M1AMI-DADE ) TIT T MIAMI A/I, LLC, a Delaware lir ted liability company By: MIAMI WORLDCE ER HOLDINGS, LLC, a Delaware 1 ited liability company, its ma ger By: PWV G iUP 1 HOLDINGS, LLC, a Delaw limited liability company By 414 Name:/ Title: Ir The foregoing instrument was a. iowledged before me this day of , 201_, by , as manager of PW Group 1 Holdings, LLC, a Delaware limited liability company, as manager of Miami WorldCenter H Jings. LLC, a Delaware limited liability company, as manager of Miami A.1, LLC, a Delaware limite iiability company, on behalf of the limited liability companies, who is personally known to me or has oduced as identification. My Commission Exp* 27 Notary Public, State of Florida WITNESS: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) TIT T RETAIL DEVELOPER: FORBES MIAMI NE 1ST 'ENUE LLC, a Michigan limited ipany By Name: Title: The foregoing instrument was owledged before me this day of 201_, by , as of Forbes Miami NE Is Avenue, LLC, a Michigan limited liability company, on behalf of the I lied liability company, who is personally known to me or has produced as i ntification. My Commission Expires: 0" Notary Public, State of Florida 28 TIT T CRA: Southeast Overtown/Parin="Vest Community Redevelopment Agenc ' s public agency and body corporate create. " ursuant to Section 163.356, Florida St- es ATTEST: By: By: Todd B Hannon CI k of the Board Ai :<O I D AS TO FORM AND CORRECTNESS: MESS: Bv: am R. Bloom Special Counsel 29 Clar ce E:' Woods, III Ex, utive Director Exhibit "A-1" Legal Description of Property BLOCK 22 Parcel A-1 (01-0102-020-1020) OWNER ENTITY MIAMI FIRST, LLC Lot 1, less the North 10 feet and the East 10 feet, Lots 2, 3, 4 and 5, less 17, 18, 19 arid 20, less the East 10 feet of Lot 20, all in Block 22 North, plat thereof. as recorded in Plat Book B, at Page 41, of the Public Florida, LESS AND EXCEPT the following: The South 2.5 feet of the North 12,5 feet of Lots 1, 2, 3, 4 and 5; AND The external area of a circular curve, having a radius of 7 fee -and tangents which are 37.5 feet South of and parallel with the centerline of N.E. le Street and 42,S f .-t West of and parallel with the centerline of N.E. 2'd Avenue; AND The West 5 feet of the East 15 feet of lot 1; AND The West 5 feet of the East 15 feet of the North 72 feet of Lot 20; AND The external area of a circular curve, having .."adius of 25 feet and tangents which are 42.5 feet West of and parallel with the centerline of NI. 2 rlue and 25 feet North of and parallel with the centerline of N.E. 9th Street. TT T North 10 feet, and Lots 16, y of Miami, according to the ords of Miami -Dade County, Parcel A-2 (01-0102-020-1030) OWNER EN I ITY: MIAMI FOURTH, I - Lots 6 and 7 Block 22 North, C of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Record- f iorni-Dade County, Florida, less the North 10 feet thereof, Parcel .A-3 01-0102 0-1080) NER ENTITY: MEAN RST, LLC Lot 8 Block 22 N , City of v1iami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public cords of Miami -Dade County, Florida. TT Parcel A-4 (01-0102-020-1100) OWNI-R EN CITY: MIAMI FIRST, LLC The North 100 feet of Lots 9 and 10 Block 22 North, City of Miami, according to the p t thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Flori Parcel A-5 (01-0102-020-1090) OWNER ENTITY: MIAMI FIRST, LLC The South 50 feet of Lots 9 and 10 Block 22 North, City of Miami, accordg to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade C tv, Florida, Parcel A-6 (01-0102-020-1110) OVER ENTITY: MIAMI_ FIRST, LLC Lot II Block 22 North, City of Miami, according to the plat there( , as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel A-7 (01-0102-020-1 120) Ov,FNER ENTITY: MIAMI FIRST, LLC Lot 12 Block 22 North, City of Miami, according to plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Fl da. Parcel A-8 (01-0102-020-1 130) OWNER ENTITY: MIAMI FIRST, LLC Lot 13 Block 22 North, City of Miami, acc rding to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miarni-Dade _ounty, Florida. Parcel A-9 (01-0102-020-1140) OWNER ENTITY: MIAMI FOURTH, Lots 14 and 15 Block 22 No City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Re- ds of1V1rami-Dade County, Florida. 31 BLOCK 39 Parcel B-1 (01-0103-090-1010) OWNER ENTITY: MIAMI A/I, LLC T The North 100 feet of Lots 1 and 2, less the East 35 feet thereof, Block .9 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of t Public Records of Miami - Dade ('ounty. Florida. Parcel B-2 (01-0103-090-1030) OWNER EN T [TY: MIAMI A/I, LLC Lots 3 and 4 Block 39 North, City of Miami, according to the plr thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida Parcel B-3 (01-0103-090-1040) OWNER ENTITY: MIAMI A/I, I -LC Lots 5 and 6 Block 39 North, City of Miami, accordi to the plat hereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade Couu Florida. Parcel B-4 (01-0103-090-1050) OWNER ENTITY: MIAMI LLC At, Lots 7, 8 and 13, together with the South 9 feet of Lots I 1 and 12, all in Block 39 North. City of Miami, according to the plat thereof, as recorde in Plat Book B, at Page 41, of the Public Records of Miami Dade County. Florida. Parcel 13-5 (01-0103-090-1060 OWNER Evrtry: miAtvrt A4, LLCo Lots 9 and 10, together with North 60 feet of Lots 11 and 12, all in Block 39 North, City of Miaini, according to the plat thereol as recorded in Plat Book B, at Page 41, of the Public Records of Miami - Dade County, Florida, Parcel B-6 (01-01' ,-090-1 110) OWNER ENTITY: Mt / ,k 15 LLC Lot 14 Block 39 orth. City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Publi' ,,,,ecords of Miami -Dade County, Florida. Parcel B-7 " (01-0103-090-1120) OWNER E 'TY: MIAMI A/I, LLC Lot I. :lock 39 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, .ne Public Records of Miami -Dade County, Florida. 13-8 (01-0103-090-1130) )wNER 111Y: MIAMI A/I, LLC 32 TIT TE Lot 16, less the South 8 feet thereof, Block 39 North, City of Miami, according to the plat reof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel B-9 (01-0103-090-1140) OWNER ENTITY: MIAMI A/I, LLC Lots 17 and 18, less the South 8 feet thereof, Block 39 North, City of Miami, thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami-D Parcel B-10 (01-0103-090-1020) OWNER ENTITY: MIAMI A/I, LLC cording to the plat e County, Florida. Lots 19 and 20, less the South 60.5 feet thereof and less the East 35 et of Lot 20, together with the South 50 feet of Lot 1, less the East 35 feet, and the South 50 feet of •t 2, all in Block 39 North, City of Miami, according to the plat thereof, as recorded in Plat Book 13, Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-1 (01-0104-020-1010) OWNER ENTITY: MIAMI AA, LLC The North 140 feet of Lot 1, less the East 10 feet thereof lock 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 4 .. f the Public Records of Miami -Dade County, Florida. Parcel C-2 (01-0104-020-1030) OWNER ENTITY: MIAMI A/I, LLC The East one-half of the North 140 feet Lot 2 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at 1:). e 41, of the Public Records of Miami -Dade County, Florida. Parcel C-3 (01-0104-020-1040),- OWNER ENTITY: MIAMI A/I, LLC The West one-half of the Nor:, 140 feet of Lot 2 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat B )k B, at Page 41, of the Public Records of Miami -Dade County, Florida. 33 • TIT T Parcel C-4 (01-0104-020-1050) OWNER ENTI I Y: MIAMI A/I, LLC Lot 3 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat B 41, of the Public Records of Miami -Dade County, Florida. Parcel C-5 (01-0104-020-1080) CANER ENTITY: MIAMI A/I, LLC Lot 4, 5 and 6 Block 42 North, City of Miami, according to the plat thereof, as corded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-6 (01-0104-020-1090) OWNER ENTITY: MIAMI LLC Lot 7 Block 42 North, City of Miami, according to the plat [her , as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-7 (01-0104-020-1100) OWNER ENTITY: MIAMI LLC Lot 8 Block 42 North, City of Miami, according to tb plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Fl da. Parcel C-8 (01-0104-020-1110) OWNER ENTITY: MIAMI Ai1, LLC Lots 9 and 10 Block 42 North, City of Mia 1, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami, ade County, Florida. Parcel C-9 (01-0104-020-1130) OWNER EN ( : MIAMI SECOND, The South 100 feet of Lots 11 nd 12 Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at .13' 'e 41, of the Public Records of Miami -Dade County, Florida. Parcel C-10 (01-01.0 #20-1140) OIATNER ENTITY: MJ.\ LLC Lot 13 Block 42 N City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public ecords of Miami -Dade County, Florida. 34 TIT T Parcel C-1 1 (01-0104-020-1 150) OWNER E\TITY• MIAMI Aff, LLC Lot 14 Block 42 North, City of Miami, according to the plat thereof, as recorded in P t Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-12 (01-0104-020-1160) OWNER ENTITY: MIAMI FOUR Ili, LLC Lot 15 Block 42 North, City of Miami, according to the plat thereof, as r 41, of the Public Records of Miami -Dade County, Florida. Parcel C-13 (01-0104-020-1170) OWNER EN FY: MIAMI FOURTH, LLC ded in Plat Book B, at Page Lot 16 Block 42 North, City of Miami, according to the plat t eof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel C-14 (01-0104-020-1180) OWNER ENTITY: MIAMI FOURTH, LLC Lot 17 Block 42 North, City of Miami, according t the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County :lorida. Parcel C-15 (01-0104-020-1 190) OwNER ENTITY: MIAMI LLC Lot 18 Block 42 North, City of 114iarni. ccording to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami-D' „ie County, Florida. Parcel C-16 (01-0104-020-1211." OWNER ENTITY: 11/11AMI EI The South 100 feet of Lot 1' Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, c the Public Records of Miami -Dade County, Florida. Parcel C-17 (01- :4-020-1210) OWNER EN FITY: LIJ LLC The South 100 f of Lot 20, less the East 10 feet thereof, Block 42 North, City of Miami, according to the plat here' „ as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida, 35 TIT T Parcel (-18 (01-0104-020-1 020) OW'NER FVIITY: MIAMI AIL LLC The South 10 feet of Lots 1 and 2, together with the North 50 feet of Lots 19 and 20, in Block 42 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 1, of the Public Records of Miami -Dade County, Florida. 36 BLOCK 59 Parcel D-1 (01-0105-090-1020) avVNER ENTITY: 'MILANI A/I, LLC TT All of Luis 1 through 10, except the South 45 feet of Lots 1 through 10 and exc the East 33 feet of Lot 1, and except the West 10 feet of Lot 10 thereof, Block 59 North, City of Mjni, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miai -Dade County, Florida, 37 BLOCK 58 Parcel E-1 (01-0105-080-1010) ()WNER ENTITY: MIAMI AJI, LLC TI The North 120 feet of Lot 1, less the East 10 feet of Lot 1 and the East three-q -ters of the North 105 feet of I.ot 2, Block 58 North, City of Miami, according to the plat thereof, as it- rded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel E-2 (01-0105-080-1020) OWNER ENTITY; MIAMI FOURTH, LLC The North 105 feet of the West one -quarter of Lot 2, and the North i5 feet of the East one-half of Lot 3, Block 58 North, City of Miami, according to the plat thereof, as r orded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel E-3 (01-0105-080-1030) OWNER 1,4, [TY: MIAMI. FOURTH, LLC The North 105 feet of the West one-half of Lot 3 and t North 105 feet of Lot 4, Block 58 North, City of Miami, according to the plat thereof, as recorded it ""'lat Book B, at Page 41, of the Public Records of Miami-Dadc County, Florida. Parcel E-4 (01-0105-080-1040) OWNER E.4,11iTY: MIAMI FOURTH, LLC The North 105 feet of Lot 5 and 6, B1 58 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of e Public Records of Miami -Dade County, Florida. Parcel E-5 (01-0105-080-10 OWNER ENTITY: MIAMI FOURTH LC The North 105 feet of Lot 7 nd 8, Block 58 North, City of Miami, according to the plat thereof, as recorded in I'lat Book B. at a2e 41, of the Public Records ofMiami-Dade County, Florida. Parcel E-6 (01-0 -080-1060) OWNER ENTITY: MI FOLJRTH, LLC Lots 9 and 10, 1 4 the South 30 feet thereof, Block 58 North, City of Miami, according to the plat thereof, as reco 4zi in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. 38 Parc E-7 (01-0105-080-1070) ENTITY: Mi .riI FOURTH, LLC TT T The South 120 feet of Lots 11 and 12, in Block 58, NORTH CITY OF MIAMI, acc+ i«ing to the plat thereof as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade Co ty, Florida. Parcel E-8 (01-0105-080-1080) OWNER ENTITY: MIAfvMI FOURTH, LLC The South 120 feet of Lots 13 and 14, in Block 58, NORTH CITY OF AMI, according to the plat thereof as recorded in Plat Book B, Page 41, of the Public Records of Miar Dade County, Florida. Parcel E-9 Sh N 1.- (01-0105-080-1120) T`r': MIAMI A/I, LLC The South 120 feet of Lots 19 and 20, less the East 10 feet .. Lot 20, Block 58 North, of CITY OF MIAMI, according to the plat thereof, as recorded in Plat ok B, Page 41, of the Public Records of Miami -Dade County, Florida. 39 BLOCK 43 Parcel F-1 (01-0104-030-1020) OWNER ENIII-Y: MIAMI FOURTH, LLC T T Lots 1 through 3, less the North 10 feet and less the East 10 feet of Lot 1, Block North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the b ic Records of Miami - Dade County, Florida. Parcel 1 -2 (01-0104-030-1040) OWNER i N TITY: MIAMI FIRST, LLC Lot 4 and the East one-half of Lot 5, Block 43 North, City of M ini, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Mi i-Dade County, Florida. Parcel F-3 (01-0104-030-1050) OWNER FIN TITY: MIAMI FIRST, LLC The West one-half of Lot 5 and the East one-half of I. 6, less the North 10 feet thereof, Block 43 North, City of Miami, according to the plat thereof, as r' orded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida, Parcel F-4 (01-0104-030-1060) OWNER ENTITY: MIAMI FIRST, LLC Lot 7 and the West one-half of Lot 6, ss the North 10 feet thereof, Block 43 North, City of Miami, according to the plat thereof, as reco d in Plat Book B, at Page 41, of the Public Records of Miami - Dade County. Florida. Parcel F-5 (01-0104-030-)0 OWNER ENTITY: MIAMI. FIRSLC Lot 8, less the North 10 et thereof, Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B t Page 41, of the Public Records of Miami -Dade County, Florida, 40 Parcel F-6 (01-0104-030-1080) OWNER EN I I FY: MIAMI FIRST, LLC Lots 9 and 10, less the North 10 feet thereof, less the West 10 feet of Lot 10 and less 10 conveyed to the City of Miami pursuant to that certain deed recorded in Deed B the Public Records of Miami -Dade County, Florida, and lying within the exte 15.00 foot radius arc concave to the Southeast, tangent to and bounded by the S feet of said Lot 10, and tangent to and hounded by the East line of the West Block 43 North. City of Miami, according to the plat thereof, as recorded i the Public Records of Miami -Dade County, Florida. Parcel F-7 (01-0104-030-1090) OWNER ENTITY: MIAMI FIRST, LLC TT T at portion of Lot 348, Page 312 of area bounded by a ne of the North 6.00 eet of said Lot 10, all in at Book B, at Page 41, of The North 25 feet of Lots 11 and 12, less the West 10 feet of 1 11. Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B. at P"ge 41, of the Public Records of Miami - Dade County, Florida. Parcel F-8 (01-0104 030-1100) OWNER ENTITY: MIAMI FIRST, LLC The South 25 feet of the North 50 feet of Lots 11 an( • 2, less the West 10 feet of Lot 11, Block 43 North, City of Miami, according to the plat thereof', as ecorded in Plat Book B. at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel F-9 (01-0104-030-1110) OWNER ENTITY: MIAMI FIRST, LLC The North 50 feet of the South 100 fe of Lots 11 and 12, less the West 10 feet of Lot 11, Block 43 North, City of Miami, according to t plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Fl da. Parcel F-10 (01-0104-030- 0) OWNER ENTITY: MIAMI FIRS : The South 50 feet Lots according to the plat th Dade County, Florida. Parcel F-11 OWNER EN TITY' 2, less the West 10 feet of Lot 11, Block 43 North, City of Miami, f, as recorded in Plat Book B, at Page 41, of the Public Records of Miami- 0 ,1 4-030-1130) FIRST, LLC Lot 13 Block North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the P, lic Records of Miami -Dade County, Florida. Parce —12 (01-010,1-030-1140) ()wl ENTITY: MIAMI FOURTH, LLC t 14 Block 43 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page of the Public Records of Miami -Dade County, Florida. 41 TT T Parcel 12-13 (01-0104-030-1150) OWNER ENTITY: MIAMI FOURTH, LLC Lot 15 Block 43 North, City of Miami according to the plat thereof, as recorded in Plat ook B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel F-I 4 (01-0104-030-1 160) OWNER ENTITY: MIAMI FOURTH, LLC Lots 16 and 17 Block 43 North, City of Miami, according to the plat ther o as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida, Parcel F-15 (01-0104-030-1 170) OWNER ENTII-Y: MIANII FOURTH, LLC Lot 13 Block 43 North, City of Miami, according to the plat eof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida. Parcel F-16 (01-0104-030-1180) OWNER EN I ITY: MIAMI THIRD, LLC Lots 19 and 20 Block 43 North, City of Miami, ar .)rding to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of MI ,ii-Dade County, Florida. 42 ROAD ABANDONMENT PARCELS Parcel G-1 (NE 9th Street) That Portion of Northeast 9th Street (the 50.00 foot wide right-of-way between North shown on "City of Miami", according to the plat thereof, as recorded in P the Public Records of Miami -Dade County, Florida), Lying West of a line 60.0 with the centerline of Northeast 2nd Avenue (the 50.00 foot wide right -of - and 22 North shown on said plat), and East of a line 33.00 feet East of a Northeast lst Avenue (the 50.00 foot wide right-of-way between Blocks said plat), together with a portion of Lot 20 of said Block 22 North, b curve, having a radius of 25 feet and tangents which are 42.5 feet W of N.E. 2nd Avenue and 25 feet North of and parallel with the cen Said lands situate in the City of Miami, Miami -Dade, County more or less. Parcel G-2 (NE 8th Street) That Portion of Northeast 8th Street (the 50.00 foot North shown on -City of Miami", according to the the Public Records of Miami -Dade County, Flo line of Lot 18, of said Block 39 North, and East of Northeast 1st Avenue (the 50.00 foot wide on said plat), together with the South 8 feet City of Miami. TT T B eics 22 North and 39 ook B, at Page 41, of eet West of and parallel between Blocks 21 North arallel with the centerline of North and 39 North shown on g the external area of a circular of and parallel with the centerline of N.E. 9th Street. lorida, and contain 22,989 square feet, e right-of-way between Blocks 39 North and 42 thereof, as recorded in Plat Book B, at Page 41, of ), Lying West of the Southerly extension of the East a line 33.00 feet East of and parallel with the centerline ght-of-way between Blocks 38 North and 39 North shown Lots 16, 17 and 18, Block 39, all as shown on said plat of Said lands situate in the ity of Mia ..., a i-Dade, County, Florida, and contain 20,808 square feet, more or less. Parcel G-3 (NE 7th Street) That Portion of Northeast 7 Street (the 50.00 foot wide right-of-way between Blocks 42 North and 59 North shown on "City ofi ami-, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of l-Dade County, Florida), Lying West of a line 58.00 feet West of and parallel with the centerline of rheas( 2nd Avenue (the 50.00 foot wide right-of-way between Blocks 41 North and 42 North shover 3r1 said plat) and East of a line 33.00 feet East of and parallel with the centerline of Northeast 1st Ave (the 50.00 foot wide right-of-way between Blocks 42 North and 43 North shown on said plat). Said lands late in the City of Miami, Miami -Dade, County, Florida, and contain 22,963 square feet2 more or le.7 43 Parcel G-4 (NE 7th Street) That Portion of Northeast 7th Street (the 50.00 foot wide right-of-way between North shown on "City of Miami", according to the plat thereof, as recorded in P the Public Records ofMiami-Dade County, Florida), Lying West of a line 35.0 with the centerline of Northeast 1st Avenue (the 50.00 foot wide right -of - and 43 North shown on said plat), and East of a line 35,00 feet East of and North Miami Avenue (the 50.00 foot wide right-of-way between Blocks 5 on said plat). Said lands situate in the City of Miami, Miami -Dade, County, F more or less. 44 TIT T B cks 43 North and 58 ook B, at Page 41, of feet West of and parallel between Blocks 42 North a allel with the centerline of orth and 58 North shown a, and contain 23,982 square feet, BLOCK 18 Parcel H-1 (01-0101-080-1010) OWNER ENTITY: MIAMI FIRST. LLC The North 125 feet of Lots 1 and 2, Block 18 North, City of Miami, accordin recorded in Plat Book B, at page 41 of the Public Records of Miami -Dade Coun 10 feet of Lot 1. Parcel H-2 "portion of 01-0101-080-1011) OWNER ENTITY: MIAMI FIRST, LLC The South 25 feet of Lots lthrough 5, the North 12.5 feet of Lot 15 North 12.5 feet of Lots 19 and 20, Block 18 North, City of recorded in Plat Book B, at page 41 of the Public Records of Mia 45 TIT the plat thereof, as Florida, LESS the east ie North 25 feet of Lot 16, and the , according to the plat thereof, as -Dade County, Florida. BLOCK 19 Parcel J-1 (01-0101-090-1121) ()WAII-R ENTITY: MIAMI FIRST, LLC TT T The South 125 feet of Lot 14, Block 19 North, City of Miami, according to the pl - thereof, as recorded in Plat Book B, at page 41 of the Public. Records of Miami -Dade County, Florida. Parcel J-2 (01-0101-090-1130) OWNER ENTITY: MIA1v11 FIRST, LLC 4. The South 125 feet of Lot 15, Block 19 North, City of Miami, accordi " to the plat thereof, as recorded in Plat Book B. at page 41 of the Public Records of Miami -Dade Coun Florida. Parcel J-3 (01-0101-090-1052) OWNER ENTITY: MIAMI FIRST, LLC The North 125 feet of Lot 6, Block 19 North, City of Mia I, according to the plat thereof, as recorded in Plat Book B, at page 41 of the Public Records of Miami- ade County, Florida. Parcel J-4 (01-0101-090-1060) OWNCR F,NTITY: MiAivit FIRST, LLC The North 125 feet of Lots 7 and 8. Block ' North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at page 41 of the P ic Records of Miami -Dade County, Florida. Parcel J-5 (01-0101-090-1090) OWNER EN] FY: MIAMI FIRST, LLC The North 125 feet of Lots 9 and 0, Block 19 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at page of the Public Records of Miami -Dade County, Florida. LESS AND EXCEPT: The la. conveyed to the City of Miami set forth in Warranty Deed recorded in Official Records Book 11621? page 2042, more particularly described as follows: The West 10 feet of the h 125 feet of Lot 10, Block 19 North, City of Miami, according to the plat thereof, as recorded in P Book B, at page 41 of the Public Records of Miami -Dade County, Florida. 46 IT T Parcel J-6 (01-0101-090-1140) OWNER EN IFFY: M[AMI FIRST, LLC The South 147.5 feet of Lots 16, 17, 18, 19 and the South 147.5 feet of the West 40 f. of Lot 20, less the South 10 feet thereof, Block 19 North, City of Miami, according to the plat there o s recorded in Plat Book 13 at Page 41, of the Public Records of Miami -Dade County, Florida, LES .AND EXCEPT the following portion of Lot 20: Begin at the Point of Intersection of the West line of the East 10.00 feet of ,, d Lot 20 with the South line of the North 2.50 feet of said Lot 20; thence run S 02° 14' 17" E along the pest line of the East 10.00 feet of said I,ot 20 for a distance of 48.09 feet to the Point of Curvature . a circular curve concave to the West; thence run Northerly and Northwesterly along the arc of said x. cular curve concave to the West, having a radius of 428.88 feet, through a central angle of 06°28'4'l:n;'for an arc distance of 48.15 feet to he Point of Intersection with the South line of the North 2.50 f "f` aid Lot 20; thence run N 87°44' 14" E. along the South line of the North 2,50 feet of said Lot 20 r a distance of 2.72 feet to the Point of Beginning. Parcel J-7 (01-0101-090-1010) { 'ER EN t ITY: MIAMI FIRST, LLC The North 121 feet of Lots 1, 2 and 3, less the E 10 feet of Lot 1, Block 19, North City of Miami, according to the plat thereof, as recorded in Pla ook B, at Page 41, of the Public Records of Miami - Dade County, Florida, LESS AND EXCEPT t ollowing portion of such Lot 1: Begin at the Point of Intersection of the N. line of said Lot I with the West line of the East 10.00 feet of said Lot 1; thence run S 87°44'35' W ong the North line of said Lot 1; for a distance of 40.00 feet to the Northwest corner of said Lot I; t _ ce run S 02° 14' 15" E, along the West line of said Lot 1, for a distance of 65.00 feet to the Point of ° cez ection with the South line of the North 65.00 feet of said Lot 1; thence run N 87°44'35" E, alo , ; i South line of the North 65.00 feet of said Lot 1, for a distance of 11.88 feet; thence run S 12°49 E for a distance of 56.95 feet to the Point of Intersection with the North line of the South 29.00 et of said Lot 1, thence run N 87°44'14" E, along the North line of the South 29.00 feet of said Lot "ti for a distance of 17.67 feet to the Point of Intersection with the West line of the East 10,00 feet of s Lot 1; thence run N 02°14'17" W, along the West line the East 10,00 feet of said Lot 1, for a distance ` " 120.98 feet to the Point of Beginning. Parcel J-8 (0._;')101-090-1050) OWNER. EN The Nortl Plat Book FIRST, LLC feet of Lot 4, Block 19, North, City of Miami, according to the plat thereof, as recorded in ge 41, of the Public Records of Miami -Dade County, Florida. 47 TT T Parcel J-9 (01-0101-090-1051) OWNER ENTITY: MIAMI FIRST, LLC The North 125 feet of Lot 5, Block 19, North, City of Miami, according to the plat the eo as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. Parcel J-10 (01-0101-090-1030) OWNER ENFITY: MIAMI FIRST, LLC The South 25 feet of lots 1 through 10, the North 25 feet of Lots 11, 13, 14 a, 1 15, the North 15 feet of Lot 12. the North 2.5 feet of Lots 16 through 19, the North 2.5 feet of the W t 40 feet of Lot 20, and the North 25 feet of the East 10 feet of Lot 20, Block 19 North, City of Miam according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami Jade County, Florida. and The North 4 feet of the South 29 feet of Lots 1 through 3, Block 1 orth, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the P ic Records of Miami -Dade County, Florida. f. 48 BLOCK 23 Parcel K-1 (01-0102-030-1010) OWNER ENTITY: MIAMI THIRD, LLC 1 he North 30 feet of the South 75 feet of Lots 1 and 2, Block 23 North, City Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Reco Florida. Parcel K-2 (01-0102-030-1020) OWNER ENTITY: MIAMI THIRD, LLC TT T arni, according to the liami-Dade County, The North one half of Lots 1 and 2, Block 23 North, City of iami, according to the Plat thereof, as recorded in Plat Book -B", at Page 41 of the Public Records of larru-Dade County, Florida. Parcel K-3 (01-0102-030-1030) OWNER ENTITY: MIAMI THIRD, LLC The South 45 feet of Lots 1 and 2, Block 23 Nort City of Miami, according to the Plat thereof, as recorded in Plat Book B at Page 41 of the Public ecords of Miami -Dade County, Florida. Parcel K-4 (01-0102-030-1040) OWNER ENTITY: MIAMI THIRD, LLC Lot 3, Block 23 North, City of Miami, acrding to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Da County, Florida. Parcel K-5 (01-0102-030-106 OWNER ENTI IY: MIAMI THIRD, Lot 6, LESS the North 10 fe thereof, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", Page 41 of the Public Records of Miami -Dade County, Florida. Parcel R. 01-0 30-1070) OWNER ENTITY: MI I THIRD, LLC Lots 7 and 8, LE the North 8 feet thereof, Block 23 North, City of Miami, according to the Plat thereof, as recorded in F. ,.t Book -B", at Page 41 of the Public Records of Miami -Dade County, Florida. • 49 TT T Parcel K-7 (01-0102-030-1100) OWNER EN CITY: M[AMI THIRD, LLC The South 50 feet of Lots 9 and 10, Block 23 North, City of Miami, according tr the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade Coun , Florida. 50 TT T Parcel K-8 (01-0102-030-1120) OWNER ENTITY. MIAMI THIRD, LLC The South one half of Lot 11, Block 23 North, City of Miami, according to the Plat thereo as recorded in Plat Book -B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-9 (01-0102-030-1130) OW NER EN FI FY: MIAMI THIRD, LLC The South one half of Lot 12, Block 23 North, City of Miami. according to h at thereof, as recorded in Plat Book -13" at Page 41 of the Public Records of Miami -Dade County, F Parcel K-10 (01-0102-030-1140) OWNER ENTITY: ryliAbli THIRD, EEC Lot 13, Block 23 North, City of Miami, according to the Plat t eof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-11 (01-0102-030-1200) OWNER EN Y: MIAMI THIRD, LLC The South 85 feet of Lot 19, Block 23 North, City of iarni, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of iami-Dade County, Florida. Parcel K-12 (01-0102-030-1210) OWNER EN I I tY: MIAMI THIRD, LLC The North 65 feet of Lot 19 and the Nort 5 feet of Lot 20, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat B -B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-13 (01-0102-030-12' ,),) OWNER EN FITY: MIAMI THIRT)4,LL( The South 85 feet of Lot 2 Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book -B". at Page 4/ 1 the Public Records of Miami -Dade County, Florida. Parcel K-14 (0 02-030-1050) th.‘ N ER EN IITY. 'I THIRD, LLC lots 4 and 5,'ck 23, North, City of Miami, according to the map or plat thereof, recorded in Plat Book B, Page 41, f" the public records of Ivliami-Dade County, Florida. 51 TT T Parcel K-15 (01-0102-030-1090) OWNFR ENTITY, MIAMI THIRD, LLC The South 50 feet of the North 100 feet of Lots 9 and 10, Block 23, NORTH, Y OF MIAMI, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Re rds of Miami -Dade County, Florida. Parcel K-16 (01-0102-030-1110) OWNER EN MIAMI THIRD, EEC The South 25 feet of the North 75 feet of Lots 11 and 12, and the orth 50 feet of Lots 11 and 12, Block 23, MIAMI NORTH, according to the Plat thereof, as recorde .11 Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. Parcel K-17 (01-0102-030-1080) OVY'NER FNIITY: MIAMI THIRD, EEC The North 50 feet of Lots 9 and 10, Block 23 North '1TY OF MIAMI, according to the plat thereof as recorded in Plat Book B. Page 41, of the Public Rcc ds of Miami -Dade County, Florida, 52 TT T EXHIBIT A-2 FORBES MIAMI PARCEL The North 50.00 feet of Lots 1 and 12, Block 42 NORTH, of the CITY F MIAMI, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public County, Florida. Parcel Identification Number: 01-0104-020-1120 alk/a 717-719 NE 1st Avenue, Miami, FL 33132 ords of Miami -Dade 53 Exhibit "B" The Project MIAMI WORLD CENTER is mixed use development consisting of two (2) ma sub -phases. Below is a summary of the anticipated phasing of the Projec Development Values being good faith projections as of the date of the Agreem a part. Phase IA (Block C, D, F, H) — 10.4 acres Anticipated Development Value: $306 million TT T Phases in multiple th all Anticipated hich this exhibit is i. Approximately 765,000 net square feet of retail (inr +Wing restaurarit uses) (the "Retail Center"); ii. Approximately 2,250 - 3,000 space parking gar. e; Phase 1B (Towers on Blocks D & II) Anticipated Development Value: $273.7 million /4 i. Approximately 482 condominium unit related parking; ii. Approximately 420 multi -family uni & related parking Phase IC (North) (Block E) — 2.7 acres Anticipated Development Value: $267 million i. 0.4 acre park; ii. Approximately 300 hole nits; iii. Approximately 400 ap. rnent units; iv. Approximately 150 dominium units; v. Approximately 25, .‘0 square feet of retail; and vi. Approxirnate1' 1 .0 structured and/or open parking spaces and Phase IC (South) (BI G North) — 1.6 acres Anticipated Develop ent Value: $186 million Approx ately 704 apartment units; Appro mately 25,000 square feet of retail; and Ap ately 1,034 parking spaces structured and/or open parking spaces. Phase II ( ock A) — 3.2 acres Anticip• d Development Value: $422.8 million rogram undefined Pli e 11 (Block B) — 2.5 acres iticipated Development Value: $313. I million 10. Program undefined Exhibit "C" Estimated TIF by Phase PHASE I Phase IA (Block C, D F, H) 10.4 acres Anticipated Development Value: $306 million Estimated TIF: $3,579,505 Phase 113 (Towers on Block B & H) Anticipated Development Value: Estimated TIF: Phase IC (North) (Block E) — 2.7 acres • Anticipated Development Value: 7.5 million • Estimated TIF: 2,-.129,143 $273.7 „ton $3.201 9 Phase IC (South) (Block G North) — 1.6 acres • Anticipated Development Value: • Estimated TIF: .! 7 Block A — 3.2 acres I- Anticipated Dee1opment alue: Estimated TIF: Block B — 15 acres '1= Anticipated Deve Estimated TIF: 'alue: 55 $186 million $2,175,778 $422.8 million $4,945,800 $313.1 million $3,662,559 TT T timated Phase Completion January I, 2019 January 1, 2019 January 1, 2021 January 1, 2021 January 1, 2024 January 1, 2025 TT T Exhibit "D" Public Infrastructure Improvements 56 SUBSTITUTED NTED ,,=~.. World Center Phase Infrastructure & Garage Estimate Updated 10-22'20 ' � " | Description | ' 0 CQa~ � f\—m%�unt 1 Public Parking $ 2 Demolition 1.458.67213 3 Earthwork ^ $ 2.368.862�15 4 Water D/ohibuUon System .^ $ 1'758.122-26 5 Storm Water Management System '� $ 3.250.036.18 6 Wastewater Collection System' ' $ 2.411.878,55 7 Chilled VVaterConnection O FPL , $ 502.969-66 Q Telecom � ' $ 844'15753 10 FPL/Telecom Manholes ' $ 120.593.03 11 Fiber& Gas _ $ 3.01484831 � 12 Roedway|nlpnoveme -'s&Rebuilds $ 1'776'314.05 13 Curb, Gutter& Sid' � k Concrete $ 1.808.908.51 14 ` Hardsoape/Pa�ro $ 6.220.95378 15 ` LandScap|nC'Open Space $ 8.633.135.17 10 ' Parks . $ 3.798.708O8 17 " S|gna- /KVGyfindinQ $ 17485.476y9 18 Sit~ iQhting $ 12.235.370,52 19 no|izadon $ 3.256.036,18 20 Water Features $ 1.889.354.44 .'1 SUB TOTAL WITH PARKING $ 56,957,458.34 22 23 U-S TOTAL ' WITHOUT PARKING $ 56.957.458.34 24 kContingency for other utility conditions | $ 3,014,848.00 25 Escalation 1O%(without parking) $ 5.997.231.00 26 '��RAN��TO7AL��0���'UTPJ�R��|N�� � G5.S6�.537.34 57 Redevelopment Area Exhibit "E-t" Overtown & Redevelopment Area Boundaries 58 TIT T TT T SUBSTITUTED Exhibit "F" CRA Bond Obligations and Grant Obligati Name Par Amount An al Debt Service Maturity Year Mama Hattie $10 million (est) unknown Gibson Park Improvement Grant $14.1 million $ 2030 60 Exhibit "G-I" First Source Hiring A ernen THE MIAMI WORLDCENTER FIRST SOURCE HIRING AGREEMENT (OPE TION (HoteURetail) THIS AGREEMENT is made this day of , 2014, OVERTOWN/PARK WEST REDEVELOPMENT COMMUNITY RED public agency and body corporate created pursuant to Section 163.356, MIAMI FIRST, LLC, a Delaware limited liability company, MIAMI S liability company, MIAMI THIRD, LLC, a Delaware limited I.LC, a Florida limited liability company, MIAMI Al, LLC, (and/or any consolidated, combined or merged entities, collective RECITALS ." A. The CRA was fonned for the purpose removing slum and blight in the Southeast Overtown/Park West redevelopment area (the "Redeye) ent Area") and to promote redevelopment and employment within the Redevelopment Area. I T T b .nd between SOUTHEAST 'ELOPNIENT AGENCY, a orida Statutes (the "CRA") and OND, LLC, a Delaware limited ompany, and MIAMI FOURTH, aware limited liability company the "Developer"). B. The Developer is the owner of p erty located within the Redevelopment Area which is more particularly described in Exhibit "A" attac d hereto and made a part hereof (the "Property"). C. Developer intends to devel- the Property as more particularly described on Exhibit "B" attached hereto and made a part hereof (c,, .:ctively, the "Project"), D. Simultaneously with ae execution of this Agreement, the CRA, the Developer and Forbes Miami NE 1t Avenue, LLC Michigan limited liability company, have entered into The Miami WorlciCenter Economic Incentive greement (the "Incentive Agreement") pursuant to which the CRA will make tax increment funds a ailable to the Developer which will be used by the Developer to defray a portion of the costs of develo ent of the Project. E. elope! into the Incentive Agree NOW THE _EFORE, in consideration of ten dollars ($10.00) and other good and valuable consideration the eipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: as agreed to enter into this Agreement in order to induce the CRA to enter 1 I 1. RECITALS. The Recitals to this Agreement are true and correct and incorporated herein by referen and made a part hereof. mea DEFINITIONS. The following terms used in this Agreement shall have the following 2.1. "Agreement" shall mean this First Source Hiring Agreement. SUBST T TE D 2.2. "City" shall mean the City of Miami, Florida. ounty" shall mean Miami -Dade County, Florida. 2.4. "Executive Director" means the executive director of the C 2.5. "Full Time Employee" shall mean an individual - ployed by Developer (excluding employees of a third -party service provider retained by Develope for a minimum of thirty- five (35) hours per standard work week and receiving the employment b fit provided to employees classified as full time employees. 2.6. "Operations Phase" shall mean that time , -riod between the six (6) months immediately preceding the Substantial Completion of each of the : ase 1 C (North) and Phase 1 C (South) Improvements, as defined in the Incentive Agreement, and e ng upon the termination of the CRA which is currently set to expire on March 31, 2030, as same: ay be extended with the approval of the City and the County in accordance with applicable laws. 2.7. "Part Time Employee" shall can an individual employed by Developer (excluding employees of a third -party service provi tained by Developer) who is not classified as a Full Time Employee. 2.8. "Residents" shall mea idents of the City. 2.9. "Redeveloprnen " Area" shall mean the Southeast Overtown/Park West Redevelopment Area. 2.10. "Term ` eans a commercial or retail tenant leasing space at the Project. 3. HIRING A ) EMPLOYMENT PROGRAM 3.1. commercially reason Project (measured Time Em to e on terms of to worked) t hiring prio anticipation Requirement. With respect to the Project, Developer shall utilize e efforts to cause not less than 30% of the Full Time Employees working at the erms of the total Full Time Employees at the Project) to be Residents (the "Full equirement") and 30% of the Part Time Employees working at the Project (measured Part Time Employees employed at the Project and total Part Time Employee hours esidents (the "Part Time Employee Requirement") hired in accordance with the following 3.1.1. First, to Residents living within the Redevelopment Area, as more particularly shown on the sketch attached as Exhibit "C-1", which encompasses part of zip code 33136; 3.1.2. Second to Residents living within the boundaries of the Overtown community, as shown on the sketch in Exhibit "C-2", which community encompasses part of the zip code 33136; 2 3.1.3. Third, to Residents living within zip codes 33127, 3312 and 33150 (the "CRA Targeted Zip Codes") which highest poverty rated zip codes in the City; and TIT 0, 33136 e the five (5) 3.1.4. Fourth, to Residents residing in the City outside t CRA Targeted Zip Codes. The above -outlined hiring priorities shall not be deemed or construed to re Time Employees or Part Time Employees that do not possess the minim fulfill the requirements of the employment opportunity(ies) then available. Developer to hire Full ualifications necessary to 3.2. Coordination with Local Agencies. Develop shall consult and coordinate with the City's CareerSource South Florida center, located at Lindsey •kins Technical Center at 750 NW 20`h Street, 41h Floor, State of Florida economic developme entities, or other similar entities recommended by the Executive Director regarding job traini' and job placement services to City residents seeking to maximize employment opportunities at the roject. 3.3. Community Outreach. Developer,. a coordination with the Tenants, the CRA and the organizations identified in Section 3.1, shall hol. ob training workshops not less than twice (2) annually during the initial two (2) years of the Oper ons Phase that: (i) provide adequate notice to Residents of job opportunities; (ii) involve the collab a ion of Tenants within the Project, community - based organizations and other groups to ensure t appropriate training programs are developed and offered to Residents; (iii) establish a mechanism ereby Residents can receive job training in the skills requested by Tenants within Project; and (iv) ablish a system for prompt reliable pre-screening and referral of applicants to Tenants as jobs he ime available (each, a "Job Training Workshop", and collectively, the "Job Training Workshops"). 3.4. Operations Phi- . Following the initial two (2) year period of the Operations Phase, Developer shall, in coordinati with its Tenants, organize and conduct not less than two (2) job fairs annually, each of which sha be geared toward attracting and employing Residents who seek training and employment at the P ec (the "Job Fairs"). In organizing and conducting such Job Fairs, Developer may work with or ugh such institutions or organizations such as Miami Dade College or other educational or communi' based organizations. 3.5. commercially reason collaborate with co established with the ).6. lam Participation. For each Job Training Workshop, Developer shall use b efforts to procure the participation of each Tenant within the Project and to unity -based organizations to ensure that appropriate skills training programs are jective of training Residents for employment at the Project. Available Positions. For each Job Training Workshop and Job Fair, the Developer s commercially reasonable efforts to cause Tenants within the Project to identify available pc mons, including the minimum qualifications required for each position. 3.7. Advertisement. For each Job Training Workshop and Job Fair, the Developer shall vertise the time and location of such Job Training Workshop and Job Fair, in local media and the Ci community television channel. Developer shall begin such advertisement no less than two (2) weeks to the scheduled date of such Job Training Workshop or Job Fair , as applicable, and it shall run not Lss than twice (2) a week until the date of such Job Training Workshop or Job Fair. 4. REPORTING Semi -Annual Reports. During the Operations Phase, the Developer shall use co efforts to procure from each Tenant within the Project such data necessary to prepared, detailed semi-annual reports regarding the Full Time Employees Full Time Employees who are Residents, the number of Part Time Employ of hours worked by Part Time Employees, the number of Part Time E and the number of hours worked by Part Time Employees who are R provide such reports for all Full Time Employees and Part Time reports will be coordinated and reported by the Developer to the CR' NOTICES. Notices required or permitted to be given purs delivered in person or by facsimile transmission (provic mail or delivery service as set forth herein) or sent prepaid, by recognized contract carrier providin delivered upon receipt or refusal of delivery. Noti to the right of any party to change the address at party: If to the Developer: TT rcially reasonable are, or cause to be oyed, the number of mployed, the number oyees who are Residents dents. Developer shall also ployees it employs. These nt to the terms of this Agreement will be the original notice is delivered in person or by ified mail, return receipt requested, postage ed receipt for delivery, and will be deemed s will be delivered at the following addresses, subject ich it is to receive notice by written notice to the other ami First, LLC ami Second, LLC Miami Third, LLC Miami Fourth, LLC Miami AlT, LLC c/o World Center Holdings, LLC 1645 Palm Beach Lakes Boulevard, Suite 1200 West Palm Beach, FL 33401 Fax: (561) 961-1178 Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. 150 West Flagler Street, Suite 2200 Miami, FL 33130 Attention: Marina ross, Esq./Javier E. Fernandez, Esq. Fax: (305) 789-3501 4 If to the CRA: Copy to: Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2.'d Avenue, PFloor Miami, FL 33136 Attention: Clarence Woods, Executive Dir Fax: (305) 679-6835 Holland & Knight LLP 701 Brickell Avenue Suite 3000 Miami, Florida 33131 Attention: William R. B/oor Esq. Fax: (305) 789-7799 6. GENERAL PROVISIONS 6.1. Severability Clause, It any t n, provision, covenant, or condition of this Agreement is held by a court of competent jurisdi on to be invalid, void, or unenforceable, the remainder of the provisions shall continue in full forc „aid effect. • Binding on Successors. is Agreement shall be binding upon and inure to the benefit of the heirs, administrators, executors ,uccessors in interest, and assigns of each of the parties hereto. Any reference in this Agreement to specifically named party shall be deemed to apply to any successor in interest, heir, administrator, e utor, or assign of such party. 6.3. Intended Bei .• :Iciaries. The CRA is an intended third -party beneficiary of contracts and other agreements, h incorporate this Agreement, with regard to the terms of this Agreement. The CRA shall theref, e have the right to enforce the provisions of this Agreement against all parties incorporating this Agree nt into contracts or other agreements. 6.4. T . This Agreement shall become effective on the date of mutual execution of this Agreement and term ate at the end of the Operations Phase. 6.5 aiver. The waiver of any provision or term of this Agreement shall not be deemed as a wai • of any other provision or term of this Agreement. The mere passage of time, or failure to act up a breach, shall not be deemed as a waiver of any provision or terms of this Agreement. 6.6. Estoppel. The parties hereto agree to provide each other, within 15 days of request, . estoppel letter acknowledging that the other party is not in default of this Agreement. 6 7. Construction. The parties hereto have been represented by counsel in the n.,..tiation arid drafting of this Agreement. Accordingly, this Agreement shall not be strictly construed a any party, and the rule of constniction that any ambiguities be resolved against the drafting party " Jna11 not apply to this Agreement. 5 6.8. No Termination of Existing Employees. Developer shall not be ob terminate any existing employees to comply with the terms and provisions of this Agreeme either of the Developer or any employer within the Project not be able to meet the thresholds of this Agreement due to low employment position vacancy, the threshold will be bas openings that are available. 6.9. Entire Agreement. This Agreement and the Incentive A entire agreement between the parties with respect to employment during opera ins of the Project and supersedes any prior agreements, whether written or oral. TIT T ed to Should o jectives pon the job 6.10. Amendments. This Agreement may not be altere by an instrument in writing signed by the Developer and the CRA, eement contain the amended or modified, except 6.11. Authority of Signatories. The individualindividuai xecuting this Agreement represent and warrant that they have the authority to sign on behalf of the re ective parties. 6.12. Waiver of Jury Trial. The partie ;iereby knowingly, irrevocable, voluntarily and intentionally waive any right either may have to a tna ,y jury in respect of any action, proceeding or counterclaim based on this Agreement, or arising out o under or in connection with this Agreement or any amendment or modification of this Agreemen or any course of conduct, course of dealing, statements (whether verbal or written) or actions o y party hereto. This waiver of jury trial provision is a material inducement of the CRA and Developer tenng into the subject transaction. 6,13. Not Ertforceable In to event any term or provision of this Agreement is determined by appropriate judicial authority u be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be cons •d as deleted as such authority determines, and the remainder of this Agreement shall be construed to b n fu force and effect. 6.14, Litigation. Agreement, the prevailing party sha le N. els. the event of any litigation between the parties under this e entitled to recover attorneys' fees and costs at trial and appellate 6.15. Interpr ation. In construing this Agreement, the singular shall be held to include the plural, the plural shall b eld to include the singular, the use of any gender shall be held to include every other and all genders nd captions and Paragraph headings shall be disregarded. 6.16. Xhibits. All of the exhibits attached to this Agreement are incorporated in, and made a part of, this A. eement. Time of Essence. Time shall be of the essence for each and every provision of 6.18. Personal Acts. No provision of this Agreement is intended, nor shall any be construed, a covenant of any official (either elected or appointed), director, employee or agent of the CRA, in individual capacity. 6.19. Governing Law, This Agreement shall be governed by and construed in ance with the laws of the State of Florida. Any action, in equity or in law, with respect to this ,A.merit must be brought and heard in Miami -Dade County, Florida. 6.20. Recording. This Agreement may be recorded in the Public Records of Miami- 1 lade County at the sole cost and expense of the Developer. 6 T T [SIGNATURE PAGE TO FOLLOW] 7 SUBSTITUTED IN WITNESS WHEREOF, the CRA and the Developer executed this Agree t the day and year first above written: MIAMI FIRST, LLC, are limited liability company By: MIAMI WO' .CENTER HOLDINGS, LLC, a Dela re limited liability company, manager By: P GROUP I HOLDINGS, LLC, a e limited liability company TNESS: tsy Print Name: N Print Name: SPATE OF FLORIDA } } COUNTY OF MIAMI-DADE ) The foregoing instrument w , acknowledged before me this day of , 201_, by , as manager o ' WV Group 1 Holdings, LLC, a Delaware limited liability company, as manager of Miami WorldCt Holdings, LLC, a Delaware limited liability company, as manager of Miami First, LLC, a Delaware . `ted liability company, on behalf of the limited liability companies, who is personally known to me or produced as identification. My Commission es: 8 Notary Public, State of Florida WITNESS: Print Name: Print Name: sTATE:oF FLORIDA COUNTY OF MIAMI-DADE ) The foregoing instrument was ac , as manager of PWV as manager of Miami WorldCenter Ho Miami Second, LLC, a Delaware li who is personally known to me or h My Commission Expire, TIT T MIAMI SECOND, LLC, a Da e limited liability company By: MIAMI WORLDCE ER HOLDINGS, LLC, a Delaware li, ted liability company, its man By: PWV GR P 1 HOLDINGS, LLC, a DeIawar lirnited liability company By Name: Title: wledged before me this day of , 201, by oup 1 Holdings, LLC, a Delaware limited liability company, ngs, LLC, a Delaware limited liability company, as manager of d liability company, on behalf of the limited liability companies, produced as identification. 9 Notary Public, State of Florida \VITN 1. SS: Print Name: Print Name: STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was ackn , as manager of PWV as manager of Miami WorldCenter Hol Miami Third, LLC, a Delaware limit who is personally known to me or h My Commission Expire: SUBSTITUTED MIAMI THIRD, LLC, a Delaware l ted liability company By: MIAIVII WORLDCENT HOLDINGS, LLC, a Delaware limit liability company, its manag By: PWV GROU HOLDINGS, LLC, a Delaware 1 ited liability company By Name: Title: edged before me this day of , 201_, by up I Holdings, LLC, a Delaware limited liability company, , LLC, a Delaware limited liability company, as manager of lability company, on behalf of the limited liability companies, roduced as identification. 10 Notary Public, State of Florida WITNESS: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) The fore ing instrume 201_, by , as man company, as manager of Miami Wo manager of Miami Fourth, LLC, a companies, who is personally kno My Commission Exp.: s: T MLAMI FOURTH, LLC, a FI' da limited liability company TT By: MIAMI WORLD NTER HOLDINGS, LLC, a Delawai imited liability company, its i nager By: PWV OUP 1 HOLDINGS, LLC, a Delare limited liability company By Name: Tit! was acknowledged before me this day of •, of PWV Group 1 Holdings, LLC, a Delaware limited liability Center Holdings, LLC, a Delaware limited liability company, as aware limited liability company, on behalf of the limited liability to me or has produced as identification, 11 Notary Public, State of Florida WI- NESS: Print Name: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) The foregoing instrument was ac , as manager of PWV as manager of Miami WorldCenter.Ho Miami A/I, LLC, a Delaware limited is personally known to me or has p My Commission Expix SUBSTITUTED MIAMI A/I, LLC, a Delaware limit" liability company By: MIAMI WORLDCEN R HOLDINGS, LLC, a Delaware lim' • liability company, its mana By: PWV GRO , b l HOLDINGS, LLC, a Delaware mited liability company By Name:. Title: •wledged before me this day of , 201_, by /roue 1 Holdings, LLC, a Delaware limited liability company, rigs, LLC, a Delaware limited liability company, as manager of ability company, on behalf of the limited liability companies, who ceI' as identification. 12 Notary Public, State of Florida ATTEST' Todd B. FIannon Clerk of the Board APPROVED AS TO FORM AND CORRECTNESS: By: �l'lliam R. Bloom CRA Special Counsel 13 TIT T CRA: Southeast Overtow :`ark West Community Redevelopment Ancy, a public agency and body corporate c ated pursuant to Section 163.356, Flori Statutes By: larence E. Woods, III Executive Director SUBSTITUTED Exhibit "A" Property Description [INSERT RETAIL CENTER LEG 14 TT Exhibit "B" The Project The Project consists of the following elements: Phase 1C(North) (Block E) i. Approximately 300 hotel units in one or two phases; and ii. Approximately 25,000 square feet of retail. Phase 1C(South) (Block G North) i. Approximately 25,000 square feet of retail. Phase II Block A (to extent retail or hotel included) Phase II Block B (to extent retail or hotel included) #3951712 vl #34272036v2 SUBSTITUTED Exhibit "G-2" First Source Hiring Agreement THE MIAMI WORLDCENT FIRST SOURCE HIRING AGREEMENT 1 PERATIONS) (Retail Center) THIS AGREEMENT is made this day of OVERTOWN/PARK WEST REDEVELOPMENT COM public agency and body corporate created pursuant to andFORBES MIAMI NE 1ST AVENUE LLC, a Michiga RECI , 2014, by and between SOUTHEAST ITY REDEVELOPMENT AGENCY, a n 163.356, Florida Statutes (the "CRA") ited liability company ( the "Developer"). A. The CRA was formed for the a ise of removing slum and blight in the Southeast Overtown/Park West redevelopment area (the "R ieve o•ment Area") and to promote redevelopment and employment within the Redevelopment Area. B. The Developer intends tr3 ire property located within the Redevelopment Area which is more particularly described in Exhibit " attached hereto and made a part hereof (the "Property"). C. Developer intends to d ~;lop the Property as more particularly described on Exhibit "B" attached hereto and made a part hem, ollectively, the "Project"). D. Simultaneously w:F' 'tle execution of this Agreement, the CRA and the Developer have entered into The Miami Worl.r 'tee Economic Incentive Agreement (the "Incentive Agreement") pursuant to which the CRA will ake tax increment funds available to the Developer which will be used by the Developer to defray a = ion of the costs of development of the Project. E. Developer ' Es agreed to enter into this Agreement in order to induce the CRA to enter into the Incentive Agreem NOW THE ' ORE, in consideration of ten dollars ($10.00) and other good and valuable consideration the rec .t and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. '- CITALS. The Recitals to this Agreement are true and correct and incorporated herein by reference: an made a part hereof. 2 ,,'*' DEFINITIONS. The following terms used in this Agreement shall have the following meanings.: 2.1. "Agreement" shall mean this First Source Hiring Agreement. 2.2. "City" shall mean the City of Miami, Florida. 2.3. "County" shall mean Miami -Dade County, Florida. SUBSTITUTED 2.4. "Executive Director" means the executive director of the CRA. 2.5. "Full Time Employee" shall mean an individual emplo d by Developer (excluding employees of a third -party service provider retained by Developer) for . inimum of thirty- five (35) hours per standard work week and receiving the employment benefit •vided to employees classified as full time employees. 2.6. "Operations Phase" shall mean that time perio immediately preceding the Substantial Completion of the Retail Center of the CRA which is currently set to expire on March 31, 2030, as approval of the City and the County in accordance with applicable la\ 2.7. "Part Time Employee" shall mean (excluding employees of a third -party service provider retaine Fall Time Employee. etween the six (6) months d ending upon the termination ame may be extended with the idividual employed by Developer y Developer) who is not classified as a 2.8. "Residents" shall mean resident +f the City. 2.9. "Redevelopment Area" all: mean the Southeast OvertownlPark West Redevelopment Area. 2.10. "Tenant" means a mmercial or retail tenant leasing of the Project. 3. HIRLNG AND E 3.1 Partici.ati commercially reasonable effort the Project (measured on te "Full Time Ern ent Re MENT PROGRAM irement. With respect to the Project, Developer shall utilize ensure that not less than 30% of the Full Time Employees working at the total Full Time Employees at the Project) are City Residents (the ent") and that not less than 30% of the Part Time Employees working at the Project (measured o ;terms of total Part Time Employees employed at the Project and total Part Time Employee hours ked) are City Residents (the "Part Time Employee Requirement") hired in accordance with the•fo .wing hiring priorities: 3.1.1. First, to Residents living within the Redevelopment Area, as more particularly shown on the sketch attached as Exhibit "C-1", which encompasses part of zip code 33136; 3.1.2. Second to Residents living within the boundaries of the Overtown community, as shown on the sketch in Exhibit "C-2", which community encompasses part of the zip code 33136; 3.1.3. Third, to Residents living within zip codes 33I27, 33128, 33130, 33136 and 33150 (the "CRA Targeted Zip Codes") which are the five (5) highest poverty rated zip codes in the City; and 2 3.1.4. Fourth, to Residents residing in the City outside the C Codes. The above -outlined hiring requirements shall not be deemed or construed to requir either Full Time Employees or Part Time Employees that do not possess the min necessary to fulfill the requirements of the employment opportunity(ies) then availab TT T eted Zip eloper to hire qualifications 3.2. Coordination with Local Agencies. Developer shall co and coordinate with the City's Care-erSource South Florida center, located at Lindsey Hopkins T nical Center at 750 NW 20th Street, 4th Floor, State of Florida economic development entitie or other similar entities recommended by the Executive Director regarding job training and jo p acement services to City residents seeking to maximize employment opportunities at the Project. 3.3. Community Outreach. Developer, in coo on with the Tenants, the CRA and the organizations identified in Section 3.2, shall hold job train' g workshops not less than twice (2) annually during the initial two (2) years of the Operations Ph that: (i) provide adequate notice to Residents of job opportunities, (ii) involve the collaboration o enants within the Project, community - based organizations and other groups to ensure that approp ate training programs are developed and offered to Residents; (iii) establish a mechanism whereby idents can receive job training in the skills requested by Tenants within Project; and (iv) establish ystem for prompt reliable pre-screening and referral of applicants to Tenants as jobs become av able (each, a "Job Training Workshop", and collectively, the "Job Training Workshops"). 3.4. Operations Phase. ing the initial two (2) year period of the Operations Phase, Developer shall, in coordination with i enants, organize and conduct not less than two (2) job fairs annually, each of which shall be ge d toward attracting and employing Residents who seek training and employment at the Project ( " ob Fairs"). In organizing and conducting such Job Fairs, Developer may work with or through s nstitutions or organizations such as Miami Dade College or other educational or community based ganizations. 3.5. Tenant P c pation. For each Job Training Workshop, Developer shall use commercially reasonable effort procure the participation of each Tenant within the Project and to collaborate with community- ed organizations to ensure that appropriate skills training programs are established with the objec of training Residents for employment at the Project. For each Job Fair, Developer shall use comecomv rcially reasonable efforts to procure the participation of each Tenant within the Project in such Job F rs. Available Positions. For each Job Training Workshop and Job Fair, as applicable, the D eloper shall use commercially reasonable efforts to cause Tenants within the Project to identify availa . positions, including the minimum qualifications required for each position. 4.4 3.7. Advertisement. For each Job Training Workshop and Job Fair, the Developer shalt a ;Lis( the time arid location of such Job Training Workshop and Job Fair, in local media and the Ci nit' television channel. Developer shall begin such advertisement not less than two (2) wee prior to the scheduled date of such Job Training Workshop or Job Fair, as applicable, and it shall a- e s than twice (2) a week until the date of such Job Training Workshop or Job Fair. 4 REPORTING Semi -Annual Reports. During the Operations Phase, the Developer shall use commercia efforts to to prepare, or cause to be prepared, detailed semi-annual reports regardin Employees employed, the number of Full Time Employees who are Residents, th Time Employees employed, the number of hours worked by Part Time Employ Part Time Employees who are Residents and the number of hours worked by P who are Residents. These reports will be coordinated and reported by the Deve 5, NOTICES Notices required or permitted to be given pursuant to the delivered in person or by facsimile transmission (provided the orig mail or delivery service as set forth herein) or sent by certified prepaid, by recognized contract carrier providing signed delivered upon receipt or refusal of delivery. Notices will b to the right of any party to change the address at which it is party: If to the Developer: Copy to: TT T easonable e Full Time umber of Part , the nurnber of Time Employees er to the CRA. erms of this Agreement will be notice is delivered in person or by turn receipt requested, postage ipt for delivery, and will be deemed tered at the following addresses, subject ceive notice by written notice to the other Forbes M i NE Is t Avenue LLC 100 Gal a Officentre, Ste. 427 Southf d, M 48034 Attex on: Nathan Forbes Fa (248) 827-7228 Honigman Miller Schwartz and Cohn LLP 600 Woodward Avenue 2290 First National Building Detroit, MI 48226 Attention: Lawrence McLaughlin, Esq. / David Jacob, Esq. Fax: (313) 465-7475 Southeast 0yd:town/Park West Community Redevelopment Agency 819 NW 2.'d Avenue, 3rd Floor Miami, FL 33136 Attention: Clarence Woods, Executive Director Fax: (305) 679-6835 Holland & Knight LLP 701 Brickell Avenue Suite 3000 Miami, Florida 33131 Attention: William R. Bloom, Esq. Fax: (305) 789-7799 4 SUBSTITUTED 6. GENERAL PROVISIONS 6„ I. Severability Clause. If any term, provision, covenant, or condit .n of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unen eable, the remainder of the provisions shall continue in full force and effect. 6.2. Binding on Successors. This Agreement shall be binding u . and inure to the benefit of the heirs, administrators, executors, successors in interest, and assigns .f each of the parties hereto. Any reference in this Agreement to a specifically named party shall be eemed to apply to any successor in interest, heir, administrator, executor, or assign of such party. 6.3. Intended Beneficiaries. The CRA is an in ' ed third -party beneficiary of contracts and other agreements, which incorporate this Agreement, ith regard to the terms of this Agreement. The CRA shall therefore have the right to enforce the prsions of this Agreement against all parties incorporating this Agreement into contracts or other agree ts. 6.4. Term. This Agreement shall become fective on the date of mutual execution of This Agreement and terminate at the end of the Operation P .se. 6.5. Waiver. The waiver of any .' ovision or term of this Agreement shall not be deemed as a waiver of any other provision or to of this Agreement. The mere passage of time, or failure to act upon a breach, shall not be deemed a : waiver of any provision or terms of this Agreement. 6.6. Estoppel. The p hereto agree to provide each other, within 15 days of request, an estoppel letter acknowledging t ': t the other party is not in default of this Agreement. 6.7. Construction '' !`he parties hereto have been represented by counsel in the negotiation and drafting of this A: ement. Accordingly, this Agreement shall not be strictly construed against any party, and the rule a onstruction that any ambiguities be resolved against the drafting party shall not apply to this Agreem 6.8. "I'eiu iination of Existin Em.lo ees. Developer shall not be obligated to terminate any existing ployees to comply with the terms and provisions of this Agreement. Should either of the Develop = or any employer within the Project not be able to meet the thresholds or objectives of this Agreement- e to low employment position vacancy, the threshold will be based upon the job openings that are ailable. 6.9. Entire Agreement. This Agreement and the Incentive Agreement contain the entire agr f tent between the parties with respect to employment during operations of the Project and superse s any prior agreements, whether written or oral. 6.10. Amendments. This Agreement may not be altered, amended or modified, except instrument in writing signed by the Developer and the CRA. 5 6.11. Authority of Signatories. The individuals executing this Agree en and warrant that they have the authority to sign on behalf of the respective parties, TT TE resent 6.12. Waiver of Jury Trial. The parties hereby knowingly, irre le, voluntarily and intentionally waive any right either may have to a trial by jury in respect of any a on, proceeding or counterclaim based on this Agreement, or arising out of, under or in connection w this Agreement or any amendment or modification of this Agreement, or any course of cond , course of dealing, statements (whether verbal or written) or actions of any party hereto. `f-his waiv ofjury trial provision is a material inducement of the CRA and Developer entering into the subject tra cton. 6.13, Not Enforceable. In the event any term or p sion of this Agreement is determined by appropriate judicial authority to be illegal or otherwise valid, such provision shall be given its nearest legal meaning or be construed as deleted as such auth ty determines, and the remainder of this Agreement shall be construed to be in full force and effect. 6.14. Litigation. In the event of any htig on between the parties under this Agreement, the prevailing party shall be entitled to recover atto eysfees and costs at trial and appellate levels. 6.15. Interpretation. In construing this - ement, the singular shall be held to include the plural, the plural shall be held to include the singula he use of any gender shall be held to include every other and all genders, and captions and Paragrap adings shall be disregarded. 6.16. Exhibits. All of the exhibi attached to this Agreement are incorporated in, and made a part of, this Agreement. 6.17. Time of Essence. Ti.# shall be of the essence for each and every provision of this Agreement. 6.18. Personal Acts. provision of this Agreement is intended, nor shall any be construed, as a covenant of any officia ither elected or appointed), director, employee or agent of the CRA, in an individual capacity. 6.19. Governing,aw. This Agreement shall be governed by and construed in accordance with the laws of th • ate of Florida. Any action, in equity or in law, with respect to this Agreement must be brought a eard in Miami -Dade County, Florida. 6.20. Recordi ng. This Agreement may ae recorded in the Public Records of Miami -Dade County at the sole cost and expense of theDeyelop, [SIGNATURE PAGE TO FOLLOW] 6 SUBSTITUTED IN WITNESS WHEREOF, the CRA and the Developer executed this Agreeing d < the day and year first above written: WITNESS: Print Name: Print Name: STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) DEVELOPER: FORBES MIAMI NE 1 AVENUE LLC, a Michigan limited liabi ' company By Name: Title: The foregoing was acknowledged before m is day of December 2014, by , as of Forbes Miami NE 1' Avenue LL a Michigan limited liability company, on behalf of the limited liability company, who is personally .+ n to me or who has produced as identification, (Notary Seal) 7 Signature CRA: Southeast Overtown/Park Redevelopment Agency, body corporate created 163.356, Florida Sta+ es ATTEST: By: By: Todd B. Hannon C1ar: 'e E. Woods, II Clerk of the Board E .: utive Director SUBSTITUTED st Community public agency and rsuant to Section APPROVED AS TO FORM AND CORRECTNESS: By: William R. Bloom CRA Special Counsel 8 SU BSTITUTED Exhibit "A" Property Description [INSERT RETAIL CENTER LEGAL) 9 Exhibit "B" The Project 'The Project consists of the following elements: Phase 1A (Block C, D. F. H) i. Approximately 765,000 net square feet of retail (including re'}grant uses) the "Retail Center''); .and T T Approximately 2,250 to 3,000 space parking garage. #395i673 v1 4266966 v2 T