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HomeMy WebLinkAboutLegis., Developmt Agt & ExhibitsCity of Miami Legislation Ordinance City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 11-01196da Final Action Date: AN ORDINANCE OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), APPROVING A DEVELOPMENT AGREEMENT, PURSUANT TO CHAPTER 163, FLORIDA STATUTES, BETWEEN "MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN (SAP)" APPLICANT ENTITIES AS DESCRIBED IN EXHIBIT "A" AND THE CITY OF MIAMI, FLORIDA, RELATING TO THE REZONING OF CERTAIN PARCELS FOR THE DEVELOPMENT OF APPROXIMATELY 19.08 ACRES FOR THE "MIAMI DESIGN DISTRICT RETAIL STREET SAP", COMPRISED OF SELECTED PARCELS, BOUND APPROXIMATELY BY NORTHEAST 43RD STREET AND NORTHEAST 42ND STREET TO THE NORTH, NORTH FEDERAL HIGHWAY AND BISCAYNE BOULEVARD TO THE EAST, NORTHEAST 38TH STREET TO THE SOUTH, AND NORTHEAST MIAMI COURT AND NORTH MIAMI AVENUE TO THE WEST, AS DESCRIBED IN EXHIBIT "A", FOR THE PURPOSE OF REDEVELOPMENT OF SUCH LAND FOR MIXED USES; AUTHORIZING THE FOLLOWING USES INCLUDING, BUT NOT LIMITED TO: RESIDENTIAL, COMMERCIAL, LODGING, CIVIC, EDUCATIONAL AND CIVIL SUPPORT, PARKING GARAGE AND ANY OTHER USES AUTHORIZED BY THE "MIAMI DESIGN DISTRICT RETAIL STREET SAP", AND PERMITTED BY THE MIAMI COMPREHENSIVE NEIGHBORHOOD PLAN - FUTURE LAND USE MAP DESIGNATION AND THE MIAMI 21 CODE, THE CITY OF MIAMI ZONING ORDINANCE DESIGNATION; AUTHORIZING THE CITY MANAGER TO EXECUTE THE DEVELOPMENT AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, FOR SAID PURPOSE; CONTAINING A SEVERABILITY CLAUSE AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the "Miami Design District Retail Street Special Area Plan (SAP)" consists of approximately 19.08 acres of selected parcels; as described in Exhibit "A", qualifying as a Special Area Plan ("SAP") pursuant to Article 3, Section 3.9 of the Miami 21 Code, ("Zoning Ordinance"), WHEREAS, pursuant to Section 3.9.1.f. of Miami 21, development within a Special Area Plan shall be pursuant to a recorded development agreement; and WHEREAS, the aforementioned location for the proposed SAP currently contains disperse underutilized buildings and vacant lots. The entire development will consist of approximately 1,109,488 square feet of floor area split among 51 parcels: A) Approximately 951,718 square feet of existing and proposed commercial space; B) Approximately 96 residential units; C) 53 hotel units; D) Approximately 2,571 above ground and below grade parking spaces; E) Approximately 35,191 square feet of open space; and F) Approximately 41,735 square feet of civic space within and in alternate locations in close proximity to SAP area; and WHEREAS, the proposed SAP will facilitate the redevelopment and benefit the area by creating residential units, hotel rooms, commercial uses, as well as civic and open space for the City of Mianti Page 1 of 3 File Id: 11-01196da (Version: 1) Printed On: 6/15/2012 File Number. 11-01196da enjoyment of the general public, and WHEREAS, the SAP will integrate public improvements and infrastructure while providing greater flexibility resulting in higher or specialized quality building and streetscape design; and WHEREAS, projects such as this are critically important to the economic revitalization and enhancement of the City, in general, and specifically, the Miami Design District area; and WHEREAS, the SAP will create certain recurring and nonrecurring financial benefits as well as temporary and permanent jobs; and WHEREAS, the City Commission, after careful consideration of this matter deems it advisable and in the best interest of the general welfare of the City of Miami and its citizens to amend its Zoning Ordinance as hereinafter set forth; NOW, THEREFORE, BE IT ORDAINED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Ordinance are adopted by reference and incorporated as fully set forth in this Section. Section 2. The Development Agreement, pursuant to Chapter 163 of the Florida Statutes, between "Miami Design District Retail Street SAP" applicant entities as described in Exhibit "A" and the City of Miami, relating to development of the approximately 19.08 acres "Miami Design District Retail Street SAP" site, is hereby approved. Section 3. The Development Agreement is applicable only to selected parcels, bound approximately by Northeast 43rd Street and Northeast 42nd Street to the north, North Federal Highway and Biscayne Boulevard to the east, Northeast 38th Street to the south, and by Northeast Miami Court and North Miami Avenue to the west, as described in Exhibit "A", subject to the development parameters set forth therein. Section 4. The City Manager is authorized {1} to execute the Development Agreement, in substantially the attached form, for said purpose. Section 5. If any section, part of a section, paragraph, clause, phrase or word of this Ordinance is declared invalid, the remaining provisions of this Ordinance shall not be affected. Section 6. This Ordinance shall become effective immediately upon its adoption and signature of the Mayor. {2} APPROVED AS TO FORM AND CORRECTNESS: JULIE O. BRUT' CITY ATTORNEY Footnotes: City of Miami Page 2 of 3 File Id: 11-01196da (Version: 1) Printed On: 6/15/2012 File Number: 11-01196da {1} The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. {2} This Ordinance shall become effective as specified herein unless vetoes by the Mayor within ten days of the date it was passed and adopted. If the Mayor vetoes this Ordinance, it shall become effective immediately upon override of the veto by the City Commission or upon the effective date stated herein, whichever is later. City of Miami Page 3 of 3 File Id: 11-01196da (Version: 1) Printed On: 6/15/2012 DEVELOPMENT AGREEMENT BETWEEN CITY OF MIAMI, FLORIDA AND FLAGLER HOLDING GROUP, INC., MONTE CARLO ASSOCIATES (DEL.) LLC, ELECTRA DESIGN (DEL.) LLC, DACRA DESIGNMIAMI (DEL.) LLC, MIAMI AVENUE (DEL.) LLC, MCCRORY DESIGN ASSOCIATES (DEL.) LLC, 39TH STREET (DEL.) LLC, HALF -CIRCLE PROPERTY (DEL.) LLC, NORWEGIAN WOODS ACQUISITIONS, LLC, LADY JANE ACQUISITIONS, LLC, CUMBERLAND ACQUISITIONS LLC, HALE DANIEL DESIGN LLC, OAK PLAZA ASSOCIATES (DEL.) LLC, DACRA DESIGN ASSOCIATES (DEL.) LLC, BEN NEWTOWN, LLC, SWEET VIRGINIA ACQUISITIONS, LLC, LOVELY RITA ACQUISITIONS, LLC, 40 DISTRICT LLC, MOSAIC (DEL.) LLC, DACRA DESIGN MOORE (DEL.) LLC, PALMER DESIGN (DEL.) LLC, SCARLETT BEGONIA HOLDINGS LLC, FCAA, LLC, MID -I LEE, LLC, DACRA DESIGN 4141 LLC, MDDA GARAGE, LLC, ROCKY RACCOON ACQUISITIONS (DEL.) LLC, REGARDING APPROVAL OF THE MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN AND RELATED DEVELOPMENT. THIS AGREEMENT is entered this day of , 2012, by and between, Florida Holding Group, Inc., a Florida profit corporation, Monte Carlo Associates (Del.) LLC, Electra Design (Del.) LLC, Rothman Design LLC, Dacra Design Miami (Del.) LLC, Miami Avenue (Del.) LLC, McCrory Design Associates (Del.) LLC, 39' Street (Del.) LLC, Half -Circle Property (Del.) LLC, Norwegian Wood Acquisitions, LLC, Lady Jane Acquisitions, LLC, Cumberland Acquisitions, LLC, Hale Daniel Design, LLC, Oak Plaza Associates (Del.) LLC, Dacra Design Associates (Del.) LLC, Ben Newton, LLC, Sweet Virginia Acquisitions, LLC, 40 District, LLC, Mosaic (Del.) LLC, Dacra Design Moore (Del.) LLC, Palmer Design (Del.) LLC, Scarlet Begonia Holdings, LLC, FCAA, LLC, MID -I Lee, LLC, Dacra Design 4141 LLC, MDDA Garage, LLC, Rocky Raccoon Acquisitions (Del.) LLC, Delaware limited liability companies (collectively, the "Developer Parties"), and the CITY OF MIAMI, FLORIDA, a municipal corporation and a political subdivision of the State of Florida ("City") (Developer and the City together referred to as the "Parties"). WITNESSETH: WHEREAS, the Miami Design District (the "District") spans portions of twelve (12) city blocks containing all the properties generally bounded on the east by Biscayne Boulevard; south by NE 36th Street; west by North Miami Avenue; and north by NE 40th Street or properties generally located within the area boundaries of the Miami Design District area ("SD-8") as previously designated under Ordinance 11000; and serviced by three (3) Miami -Dade Transit routes; and 1 WHEREAS, the District has recently become an internationally recognized center for furniture design and a burgeoning home for the arts, high fashion, restaurants, and center for employment; and WHEREAS, the emerging status of the District is consistent with the City's vision to develop a world class destination for the arts, fashion, and design, and the City wishes to encourage redevelopment within the District; and WHEREAS, the Developer Parties hold fee simple title to approximately 19.08 acres of property within the District; and WHEREAS, the Lots which comprise the Miami Design District Retail Street Special Area Plan properties are those identified on page A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book (hereinafter, the "SAP Property", "SAP Properties", or "SAP Area") (legal descriptions of which are attached as Exhibit "A"); and WHEREAS, a subset of the Developer Parties wish to redevelop some of the SAP Properties as a mixed -use, pedestrian oriented, urban retail street anchored by high -end fashion brands heretofore unavailable within the City (the "Retail Street Project"); and WHEREAS, the City and Developer Parties wish for development of the SAP Properties to proceed in a manner which is consistent with the Miami Comprehensive Neighborhood Plan ("Comprehensive Plan") and the land development regulations; and WHEREAS, the properties within the SAP Area carry Future Land Use Map designations of Duplex Residential, Medium Density Restricted Commercial, Restricted Commercial, and General Commercial in the Comprehensive Plan; and WHEREAS, the City and Developer Parties wish to amend the Future Land Use Map designations within the Comprehensive Plan for selected properties within the Retail Street Project from Duplex Residential and Medium Density Multifamily Residential to Medium Density Restricted Commercial in order to facilitate redevelopment within the District; and WHEREAS, a process exists within the Miami 21 Zoning Code ("Miami 21") which allows parcels of more than nine abutting acres to be master planned to allow greater integration of public improvements and infrastructure, and greater flexibility so as to result in higher or specialized quality building and streetscape design; and WHEREAS, the result of this master planning process is known as a "Special Area Plan" ("SAP"); and WHEREAS, Sec. 3.9.1. f. of Miami 21 requires development within an SAP to occur pursuant to a Development Agreement between the property owner(s) and the City; and WHEREAS, the City and Developer Parties wish to rezone some of the SAP Properties from T3-L, T3-O, T4-L, T4-O, T5-O, T6-12 L to Miami Design District Retail Street SAP, with modifications to the underlying Transect designations to T4-O, T5-O, T6-8-O, and T6-12-0 in 2 order to facilitate redevelopment within the SAP Area and effectuate the Retail Street Project; and WHEREAS, this Development Agreement ("Agreement") satisfies the requirement set forth in Sec. 3.9 of Miami 21; and WHEREAS, the City and Developer Parties wish for development within the District to proceed substantially in accordance with the Miami Design District Retail Street SAP Regulating Plan and Concept Book attached as Exhibit "B" ("Regulating Plan and Concept Book "); and WHEREAS, the lack of certainty in the approval of development can result in a waste of economic and land resources, discourage sound capital improvement planning and financing, escalate the cost of housing and development, and discourage commitment to comprehensive planning; and WHEREAS, assurance to Developer Parties that they may proceed in accordance with existing laws and policies, subject to the conditions of a development agreement, strengthens the public planning process, encourages sound capital improvement planning and financing, assists in assuring there are adequate capital facilities for the development, encourages private participation in comprehensive planning, and reduces the economic costs of development; and WHEREAS, the City Commission pursuant to Ordinance No. 12- , adopted July 26, 2012 has authorized the City Manager to execute this Agreement upon the terms and conditions as set forth below, and the Developer Parties have been duly authorized to execute this Agreement upon the terms and conditions set forth below. NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties mutually agree and bind themselves as set forth herein: Section 1. Consideration. The Parties hereby agree that the consideration and obligations recited and provided for under this Agreement constitute substantial benefits to both parties and thus adequate consideration for this Agreement. Section 2. Rules of Legal Construction. For all purposes of the Agreement, unless otherwise expressly provided: (a) A defined term has the meaning assigned to it; (b) Words in the singular include the plural, and words in plural include the singular; (c) A pronoun in one gender includes and applies to other genders as well; (d) The terms "hereunder", "herein", "hereof, "hereto" and such similar terms shall refer to the instant Agreement in its entirety and not to individual sections or articles; 3 (e) The Parties hereto agree that this Agreement shall not be more strictly construed against either the City or Developer, as all parties are drafters of this Agreement; and (f) The recitals are true and correct and are incorporated into and made a part of this Agreement. The attached exhibits shall be deemed adopted and incorporated into the Agreement; provided however, that this Agreement shall be deemed to control in the event of a conflict between the attachments and this Agreement. Section 3. Definitions. Capitalized terms which are not specifically defined herein shall have the meaning given in Miami 21. "Agreement" means this Agreement between the City and Developer. "City" means the City of Miami, a municipal corporation and a political subdivision of the State of Florida, and all departments, agencies and instrumentalities subject to the jurisdiction thereof. "Comprehensive Plan" means the comprehensive plan known as the Miami Comprehensive Neighborhood Plan, adopted by the City pursuant to Chapter 163, Florida Statutes (2011), meeting the requirements of Section 163.3177, Florida Statutes (2011), Section 163.3178, Florida Statutes (2011) and Section 163.3221(2), Florida Statutes (2011), which is in effect as of the Effective Date. "County" means Miami -Dade County, a political subdivision of the State of Florida. "Developer Parties" means the property owners who are signatories to this Agreement. "Development" means the carrying out of any building activity, the making of any material change in the use or appearance of any structure or land, or the dividing of land into three or more parcels and such other activities described in Section 163.3221(4), Florida Statutes (2011). "Effective Date" is the date of recordation of the executed, original version of this Agreement. "Existing Zoning" is (a) Miami 21 Code, April 2012, specifically including the Miami Design District Retail Street SAP Regulating Plan, and related modifications to the Transect designations of lots within the SAP Area, and (b) the provisions of the Charter and City of Miami Code of Ordinances ("Code") which regulate development, specifically including Chapters 10, 13, 22, 22.5, 23, 36, 54, 55 and 62 of the Code, as amended, through the Effective Date, which together comprise the effective land development regulations governing development of the SAP Area as of the Effective Date. 4 "Land" means the earth, water, and air, above, below, or on the surface and includes any improvements or structures customarily regarded as land. "Laws" means all ordinances, resolutions, regulations, comprehensive plans, land development regulations, and rules adopted by a local government affecting the development of land. "Public Facilities" means major capital improvements, including, but not limited to, transportation, sanitary sewer, solid waste, drainage, potable water, educational, parks and recreational, streets, parking and health systems and facilities. "Retail Developer Party" consists of the parties identified in Exhibit "C", who are signatories to the Agreement and will be undertaking the development of the Retail Street Project. "Retail Street Project" means that proposed development within the Design District SAP slated to occur on properties within the SAP area and denoted as properties 2, 3, 4, 5, 6, 7, 13, 14, 15, 16, 17, 18, 19, 20, 24, 25, 26, 27, 35, 36, 37, 38, 42, 43, 44, and 45 on sheet A1.5 of the Miami Design District Retail Street Concept Document. Section 4. Purpose. The purpose of this Agreement is for the City to authorize Developer Parties to redevelop the SAP Properties pursuant to the Miami Design District Retail Street SAP. This Agreement will establish, as of the Effective Date, the land development regulations which will govern the development of the SAP Properties, thereby providing the Parties with additional certainty during the development process. This Agreement satisfies the requirements of Section 3.9.1.f., Miami 21. Section 5. Intent. Developer Parties and the City intend for this Agreement to be construed and implemented so as to effectuate the purpose of the Miami Design District Retail Street SAP, this Development Agreement, the Comprehensive Plan, Existing Zoning, and the Florida Local Government Development Agreement Act, s. 163.3220 - 163.3243, Florida Statutes (2011). Section 6. Applicability. This Agreement only applies to the SAP Properties identified in Exhibit "A." Section 7. Term of Agreement, Effective Date and Binding Effect. This Agreement shall have a term of thirty (30) years from the Effective Date and shall be recorded in the public records of Miami -Dade County and filed with the City Clerk. The term of this Agreement may be extended by mutual consent of the Parties subject to a public hearing, pursuant to s. 163.3225, Florida Statutes (2011). This Agreement shall become effective on the Effective Date and shall constitute a covenant running with the land that shall be binding upon, and inure to, the benefit of the parties, their successors, assigns, heirs, legal representatives, and personal representatives. Section 8. Permitted Development Uses and Building Intensities. 5 (a) Miami Design District Retail Street SAP Designation. The City has designated certain properties as the Miami Design District Retail Street SAP on the official zoning Atlas of the City, pursuant to the applicable procedures in Miami 21. The Regulating Plan and Concept Book are attached as Exhibit "B". In approving the Miami Design District Retail Street SAP, the City has determined that the uses, intensities and densities of development permitted thereunder are consistent with the Comprehensive Plan and the Existing Zoning. (b) Density, Intensity, Uses and Building Heights. (1) As of the Effective Date and pursuant to the Miami Design District Retail Street SAP, the density and intensity proposed for the SAP shall be consistent with the densities and intensities permitted by the Existing Zoning. (2) The non-residential development permitted on the SAP Properties includes, but is not limited to, the following uses: office, hotel, retail, entertainment, educational, and any other uses permitted by the Existing Zoning. (3) Nothing herein shall prohibit the Developer Parties from requesting a change of zoning, pursuant to Article 7 of Miami 21, to increase the density or intensity of development permitted by the underlying Transect designation of that certain property forming part of the Miami Design District Retail Street SAP by amending the SAP and this Agreement. (4) In the event the City should amend its Comprehensive Plan to permit the transfer of densities within a specified area so as to permit densities in excess of the density limits set forth in a particular Future Land Use Map category, nothing herein shall prohibit the Developer Parties from requesting such density transfers within the Miami Design District Retail Street SAP. (c) Environmental. The City finds that the proposed development will confer a significant net improvement upon the publicly accessible tree canopy in the area. The City and Developer Parties agree that Developer Parties will comply with the intent and requirements of Chapter 17 of the City Code by performing tree replacement within the SAP Area where possible. Where replacement within the SAP Area is not possible, the Developer Parties shall perform tree replacement within the District. Where replacement within the District is not possible, the Developer Parties shall perform the required tree replacement within one (1) mile of the District or within any City park, subject to approval by the City. Particular emphasis shall be paid to replacement along gateway corridors within and surrounding the District, specifically N. Miami Avenue, N.E. 2°a Avenue, NE 36th Street, NE 1st Avenue, and Biscayne Boulevard. The City further agrees to facilitate the permitting and planting of replacement trees on all publicly owned property within the area and within City parks. 6 Section 9. Connectivity and Activity within Public Right -of -Way. (a) Connectivity. A critical element to the success of the Retail Street Project is the below -grade connectivity underneath the public right-of-way along N.E. 41st Street. The proposed below -grade connection will facilitate ease of access, minimize pedestrian and vehicular conflicts, and reduce the Retail Street Project's traffic impacts by permitting for internalized traffic circulation. The Retail Developer Party recognizes that such connectivity and commercial usage may require approval of other governmental agencies such as Miami -Dade County. The City finds and determines that establishing such connectivity below N.E. 41st Street serves a public purpose, and further agrees to support the Retail Developer Party's efforts to obtain any authorization to establish such proposed below -grade connection. The City further finds that the authorization of such a connection below the public right-of-way shall in no way diminish access for firefighting apparatus or rescue and salvage operations; diminish traffic, transportation and circulation; or adversely impact the advancement of the safety, health, and general welfare within the City. Given the public benefits conferred upon the City by the below -grade connection beneath N.E. 41st Street and across the public right-of-way, the provisions of Sec. 54-186 shall not apply to the Miami Design District Retail Street SAP. (b) Construction of encroachments within the Public Right -of -Way. The City finds that the encroachments proposed by the Retail Developer Party do not unduly restrict the use of the public right-of-way and are a necessary essential element in the construction of the vehicular underpass below the same rights -of -way. The adoption of this Agreement shall serve to satisfy the requirements set forth in Sec. 55-14(b) of the City Code. Notwithstanding the requirements of Sec. 55-14(c) of the City Code, the City agrees to waive any and all claims to payment of a user fee in connection with the construction of the aforementioned encroachments within the public rights -of - way. Further, this Agreement shall satisfy the requirements of Sec. 55-14(d) of the City Code. In consideration for authorizing the construction of the aforementioned encroachments, the Retail Developer Party further covenants to: (1) Maintain the below -grade vehicular underpasses in accordance with the Florida Building Code and the City Charter and Code. (2) Provide an insurance policy, in an amount determined by the city's risk manager, naming the City as an additional insured for public liability and property damage. The insurance shall remain in effect for as long as the encroachment(s) exist within the right-of-way. Should the Retail (3) Developer Party fail to continuously provide the insurance coverage, the City shall have the right to secure similar insurance policy in its name and place a special assessment lien against the owner's abutting private property for the total cost of the premium. The Retail Developer Party shall hold harmless and indemnify the City, its officials and employees from any claims for damage or loss to property and injury to persons of any nature whatsoever arising out of the use, construction, maintenance or removal of the vehicular underpass and from and against any claims which may arise out of the granting of permission for the encroachment or any activity performed under the terms of this Agreement. Section 10. Public Facilities. As of the Effective Date, the Developer Parties shall conduct an extensive analysis of the Public Facilities available to serve the SAP Area and the Retail Street Project. In the event that the Existing Zoning and/or the Comprehensive Plan require the Developer Parties or the Retail Developer Party to provide Public Facilities to address any deficiencies in required levels of service occasioned by future development within the SAP Area or as a result of the development of the Retail Street Project, the Developer Parties or the Retail Developer Party, as appropriate, shall provide such Public Facilities consistent with the timing requirements of s. 163.3180(2)(a), (b) and (c), Florida Statutes (2011), or as otherwise required by Chapter 13 of the City Code, as amended from time to time, if applicable. The Developer Parties shall be bound by the City impact fees and assessments in existence as of the Effective Date of this Agreement. Section 11. Project Approval. (a) Future Development Review. Future development within the Miami Design District Retail Street SAP shall proceed pursuant to the process established in the Regulating Plan and Concept Document, attached as Exhibit "B". The criteria to be used in determining whether future development shall be approved is consistency with the Comprehensive Plan, this Agreement and the Miami Design District Retail Street SAP. (b) Prohibition on Downzoning. (1) The Comprehensive Plan, the Existing Zoning, this Agreement and the Miami Design District Retail Street SAP shall govern the development of the certain SAP Properties designated part of the SAP and of the Retail Street Project for the duration of the Agreement. The City's laws and policies adopted after the Effective Date may be applied to the SAP only if the determinations required by s. 163.3233(2), Florida Statutes (2011) have been made after 30 days written notice to the Developer and at a public hearing or as otherwise provided herein. (2) Pursuant to s. 163.3233(3), Florida Statutes (2011), this prohibition on downzoning supplements, rather than supplants, any rights that may vest 8 to Developer Parties under Florida or Federal law. As a result, Developer Parties may challenge any subsequently adopted changes to land development regulations based on (a) common law principles including, but not limited to, equitable estoppel and vested rights, or (b) statutory rights which may accrue by virtue of Chapter 70, Florida Statutes (2011). Section 12. Alcoholic Beverage Sales. The SAP Properties are located within the SD-8 as designated under prior Ordinance 11000. Any establishments located therein shall be entitled to the benefits afforded by Chapter 4 of the City Code. Notwithstanding the requirements of Sec. 4-3.2 of the City Code, PZAB and city commission approval shall not be required for bars (including taverns, pubs, and lounges), nightclubs, supper clubs as principal uses proposed to be located on the SAP Properties. Said establishments shall be authorized pursuant to the issuance of a Warrant. The Planning & Zoning Director shall consider the criteria set forth in Sec. 4-3.2 of the City Code when evaluating such Warrant applications. Section 13. Valet Parking. The Developer Parties intend to establish a uniform valet system to service the SAP Properties and the District generally. Notwithstanding the limitations set forth in Sec. 35-305, a maximum of two (2) valet permits may be issued for the operation of a valet parking ramp on the same side of the block where the permit applicant is the operator of the uniform valet system. Section 14. Temporary/Special Events. To the extent governed by the laws and regulations of the City of Miami, the City Commission hereby finds and agrees that the following special events constitute ancillary uses of the Retail Street Project: event banners, farmers' markets, grand openings, holiday sales, outdoor sales, ground breakings, and neighborhood sales events. For events impacting the public -right-of-way, the Retail Developer Parties, or their designee, shall submit an application for review to the City Neighborhood Enhancement Team (NET) office servicing the District no less than five (5) working days prior to the date of any such event. The City agrees to complete its review within three (3) working days of the submittal of the required application to ensure coordination of needed City services and avoid the possibility of adverse impacts due to multiple events occurring within the immediate and surrounding area. The City Commission further finds that the above -listed activities the Retail Street Project will not: (i) substantially interrupt the safe and orderly movement of other traffic contiguous to the special event; (ii) substantially diminish routine police service levels to the entire community; (iii) unduly interfere with the proper fire and police protection or ambulance service to areas contiguous to the special event as a result of the concentration of persons and vehicles; (iv) interfere with the movement of firefighting apparatus en route to an emergency call; and (v) present an unreasonable danger to the health and safety of the public. 9 Notwithstanding the requirements of Secs. 54-6.3, 62-521, and 62-522, the above -stated activities shall not require the issuance of a City permit. Section 15. Public Benefits. (a) Job Creation & Employment Opportunities. Generally, the Developer Parties shall consult with local and/or state economic development entities regarding job training and job placement services to area city residents seeking employment opportunities with potential employers which will locate or establish business within the SAP Area. (1) Construction Employment. The Developer Parties shall work with the City's Miami Works Initiative to identify both skilled and unskilled laborers seeking employment opportunities within the construction industry. (2) Hospitality, Restaurant & Retail Employment. The Developer Parties anticipate that a significant number of employment opportunities in the hospitality, culinary, and retail sectors will be generated within the SAP Area. The Developer Parties shall use best efforts to work with the Miami Dade College, through its hospitality, culinary and retail institutes, or with similar institutions in consultation with the City to place qualified program graduates in employment opportunities within the SAP Area. (b) Park/Open Space Enhancements. As consideration for certain reductions to standards set forth in the City's land development regulations, the Developer Parties agree to undertake certain improvements: (1) Woodson Mini -Park: The City owns and operates an existing mini -park, located at approximately 699 NE 36th Street (Folio No. 01-3219-000- 0010), consisting of a parcel of land approximately 6,811 sq. ft. in size and related improvements thereon. In consultation with City Planning staff and subject to their approval, and that of any other City Departments, the Developer Parties hereby agree to design and construct the proposed improvements to the park at their sole cost and expense. (2) Park/Open Space Acquisition: The Developer Parties shall use best efforts to acquire a parcel of land of not less than 3,500 sq. ft. in size for park/open space within the SAP Area, the District, or within the immediate vicinity of the District. The Developer Parties shall complete such acquisition within three (3) years of the Effective Date of this Agreement. If such acquisition is not consummated within the time period specified, the Developer Parties shall be required to make a contribution to the City's Public Parks and Open Space Trust Fund in an amount equal to the required cash contribution contemplated under Sec. 3.14.4.b.3 of Miami 21 for not less than 20,1 l4sq. ft. of Open Space. 10 (c) Street ROW Improvements. In order to foster a uniform esthetics, the Developer Parties or Retail Developer Parties agree that any ROW improvements shall include the entire length of the block even when SAP Properties only makeup a portion of the block. Developer Parties and Retail Developer Parties agree to construct and maintain, at their sole cost and expense, any non-standard improvements to ROW as described herein. Section 16. Local Development Permits. (a) The development of the SAP Property in accordance with the Existing Zoning is contemplated by Developer Parties. Redevelopment of the SAP Property may require additional permits or approvals from the City, County, State, or Federal government and any division thereof. Subject to required legal process and approvals, the City shall make a good faith effort to take all reasonable steps to cooperate with and facilitate all such approvals. Such approvals include, without limitation, the following approvals and permits and any successor or analogous approvals and permits: (1) Subdivision plat and/or waiver of plat approvals; (2) Covenant or Unity of Title acceptance or the release of existing unities or covenants; (3) (4) (5) (6) (7) Building permits; Certificates of use and/or occupancy; Stormwater Permits; Development of Regional Impact approval, modification or exemption; and Any other official action of the City, County, or any other government agency having the effect of permitting development of the SAP Property. (b) In the event that the City substantially modifies its land development regulations regarding site plan approval procedures, authority to approve any site plan for a project on the SAP Properties shall be vested solely in the City Manager, with the recommendation of the Planning Director. Any such site plan shall be approved if it meets the requirements and criteria of the Existing Zoning, the Comprehensive Plan and the terms of this Agreement. Section 17. Necessity of Complying with Local Regulations Relative to Development Permits. The Developer Parties and the City agree that the failure of this Agreement to address a particular permit, condition, fee, term, license, or restriction in effect on the Effective Date shall 11 not relieve the Developer Parties of the necessity of complying with the regulation governing said permitting requirements, conditions, fees, terms, licenses, or restrictions. Section 18. Reservation of Development Rights. (a) For the term of this Agreement, the City hereby agrees that it shall permit the development of the SAP Property in accordance with the Existing Zoning, the Comprehensive Plan and the Agreement. (b) Nothing herein shall prohibit an increase in the density or intensity of development permitted in the SAP Area in a manner consistent with (a) the Existing Zoning and/or the Comprehensive Plan, (b) any zoning change subsequently requested or initiated by Developer Parties in accordance with applicable provisions of law or (c) any zoning change subsequently enacted by the City. (c) The expiration or termination of this Agreement shall not be considered a waiver of, or limitation upon, the rights, including, but not limited to, any claims of vested rights or equitable estoppel, obtained or held by Developer Parties or its successors or assigns to continue development of the SAP Property in conformity with Existing Zoning and all active prior and subsequent development permits or development orders granted by the City. Section 19. Annual Review. (a) The City shall review the development that is subject to this Agreement once every 12 months, commencing 12 months after the Effective Date, through the expiration or termination of this Agreement, or approved development right listed on pg. A1-9 of the Concept Book, whichever occurs first. The City shall begin the review process by giving notice to Developer Parties, a minimum of 30 days prior to the anniversary date of the Agreement, of its intention to undertake the annual review of this Agreement. (b) Any information required of Developer Parties during an annual review shall be limited to that necessary to determine the extent to which the Developer Parties is proceeding in good faith to comply with the terms of this Agreement. (c) If the City finds on the basis of competent substantial evidence that the Developer Parties have not proceeded in good faith to comply with the terms of the Agreement, the City may terminate or amend this Agreement after providing 30 days written notice to Developer and after conducting a public hearing. Section 20. Notices. (a) All notices, demands and requests which may or are required to be given hereunder shall, except as otherwise expressly provided, be in writing and delivered by personal service or sent by United States Registered or Certified Mail, return receipt requested, postage prepaid, or by overnight express delivery, 12 such as Federal Express, to the parties at the addresses listed below. Any notice given pursuant to this Agreement shall be deemed given when received. Any actions required to be taken hereunder which fall on Saturday, Sunday, or United States legal holidays shall be deemed to be performed timely when taken on the succeeding day thereafter which shall not be a Saturday, Sunday or legal holiday. To the City: With a copy to: To Developer Parties: City Manager City of Miami 3500 Pan American Drive Miami, FL 33133 City Attorney City of Miami Miami Riverside Center 444 S.W. 2nd Ave., 9th Floor Miami, FL 33130 Planning & Zoning Director City of Miami Miami Riverside Center 444 S.W. 2nd Avenue, 3rd Floor Miami, FL 33130 39th St. (Del.) LLC 40 District LLC Ben Newton LLC Cumberland Acquisitions, LLC Dacra Design 4141 LLC Dacra Design Associates (Del.) LLC Dacra DesignMiami (Del.) LLC Dacra Design Moore (Del.) LLC Electra Design (Del.) LLC FCAA, LLC Hale Daniel Design (Del.) LLC Half Circle Property (Del.) LLC Lady Jane Acquisitions, LLC Lovely Rita Acquisitions, LLC McCrory Design Associates (Del.) LLC McCrory Design Buick (Del.) LLC Miami Avenue (Del.) LLC MID -I Lee, LLC Monte Carlo Associates (Del.) LLC Mosaic (Del.) LLC Norwegian Wood Acquisitions, LLC Oak Plaza Associates (Del.) LLC 13 With copies to: Palmer Design (Del.) LLC Rothman Design LLC Scarlet Begonia Holdings, LLC Sweet Virginia Acquisitions LLC Attn: Craig Robins 3841 NE 2nd Avenue, Ste. 400 Miami, FL 33137 Flagler Holding Group, Inc. Attn: John Petersen 4218 NE 2nd Avenue, 2nd Floor Miami, FL 33137 Akerman Senterfitt Attn: Neisen O. Kasdin, Esq. 1 SE 3rd Avenue, 25th Floor Miami, FL 33131 (b) Any Party to this Agreement may change its notification address(es) by providing written notification to the remaining parties pursuant to the terms and conditions of this section. Section 21. Exclusive Venue, Choice of Law, Specific Performance. It is mutually understood and agreed by the parties hereto, that this Agreement shall be governed by the laws of the State of Florida, and any applicable federal law, both as to interpretation and performance, and that any action at law, suit in equity or judicial proceedings for the enforcement of this Agreement or any provision hereof shall be instituted only in the courts of the State of Florida or federal courts and venue for any such actions shall lie exclusively in a court of competent jurisdiction in the County. In addition to any other legal rights, the City and Developer Parties shall each have the right to specific performance of this Agreement in court. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably waive any rights to a jury trial. Section 22. Voluntary Compliance. Developer Parties and the City agree that in the event all or any part of this Agreement is struck down by judicial proceeding or preempted by legislative action, Developer Parties and the City shall continue to honor the terms and conditions of this Agreement to the extent allowed by law. Section 23. No Oral Change or Termination. This Agreement and the exhibits and appendices appended hereto and incorporated herein by reference, if any, constitute the entire Agreement between the parties with respect to the subject matter hereof. This Agreement supersedes any prior agreements or understandings between the parties with respect to the subject matter hereof, and no change, modification or discharge hereof in whole or in part shall be effective unless such change, modification or discharge is in writing and signed by the party 14 against whom enforcement of the change, modification or discharge is sought. This Agreement cannot be changed or terminated orally. Section 24. Compliance with Applicable Law. Subject to the terms and conditions of this Agreement, throughout the Term of this Agreement, Developer Parties and City shall comply with all applicable federal, state or local laws, rules, regulations, codes, ordinances, resolutions, administrative orders, permits, policies and procedures and orders that govern or relate to the respective Parties' obligations and performance under this Agreement, all as they may be amended from time to time. Section 25. Representations; Representatives. Each party represents to the others that this Agreement has been duly authorized, delivered and executed by such party and constitutes the legal, valid and binding obligation of such party, enforceable in accordance with its terms. Section 26. No Exclusive Remedies. No remedy or election given by any provision in this Agreement shall be deemed exclusive unless expressly so indicated. Wherever possible, the remedies granted hereunder upon a default of the other party shall be cumulative and in addition to all other remedies at law or equity arising from such event of default, except where otherwise expressly provided. Section 27. Failure to Exercise Rights not a Waiver: Waiver Provisions. The failure by either party to promptly exercise any right arising hereunder shall not constitute a waiver of such right unless otherwise expressly provided herein. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. Section 28. Events of Default. (a) Developer Parties shall be in default under this Agreement if Developer Parties fails to perform or breaches any term(s), covenant(s), or condition(s) of this Agreement which is not cured within 30 days after receipt of written notice from the City specifying the nature of such breach; provided, however, that if such breach cannot reasonably be cured within 30 days, then Developer shall not be in default if it commences to cure such breach within 30-days and diligently prosecutes such cure to completion. (b) The City shall be in default under this Agreement if the City fails to perform or breaches any term, covenant, or condition of this Agreement and such failure is not cured within 30 days after receipt of written notice from the Developer Parties specifying the nature of such breach; provided, however, that if such breach cannot reasonably be cured within 30 days, the City shall not be in default if it commences to cure such breach within 30-days and diligently prosecutes such cure to completion. (c) It shall not be a default under this Agreement if either party is declared bankrupt by a court of competent jurisdiction. All rights and obligations in this Agreement shall survive such bankruptcy of either party. The parties hereby forfeit any right to terminate this Agreement upon the bankruptcy of the other party. 15 (d) The default of a successor or assignee of any portion of Developer Parties' rights hereunder shall not be deemed a breach by Developer Parties. Section 29. Remedies Upon Default. (a) Neither party may terminate this Agreement upon the default of the other party, but shall have all of the remedies enumerated herein. (b) Upon the occurrence of a default by a party to this Agreement not cured within the applicable grace period, Developer Parties and the City agree that any party may seek specific performance of this Agreement, and that seeking specific performance shall not waive any right of such party to also seek monetary damages, injunctive relief, or any other relief other than termination of this Agreement. The City hereby acknowledges that any claim for damages under this Agreement is not limited by sovereign immunity or similar limitation of liability. Section 30. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, hereafter be determined to be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and shall continue in full force and effect. Section 31. Assignment, Transfer, & Joinder. (a) This Agreement shall be binding on the Developer Parties and its heirs, successors and assigns, including the successor to or assignee of any Property Interest. The Developer Parties, at its sole discretion, may assign, in whole or in part, this Agreement or any of its rights and obligations hereunder, or may extend the benefits of this Agreement, to any holder of a Property Interest without the prior written consent or any other approval of the City. Notice of any assignment or transfer shall be provided to the City as provided in Section 20. Any such assignee shall assume all applicable rights and obligations under this Agreement. (b) Additional parties, whether affiliates or assignees of the Developer Parties or an unrelated third -party, may be added to this Agreement if the party added holds a Property Interest in the Miami Design District, as defined in prior Zoning Ordinance 11000, more particularly SD-8. Any unrelated third -party desiring to join the SAP must satisfy the Open Space, Civic Space, and parking requirements required under the Miami 21 Code independent of the Open Space, Civic Space, and parking provided by the Developer Parties within the SAP Area. Said parties may be added to this Agreement through the execution of a joinder form in the form attached as Exhibit "D", which form shall be recorded in the public records of Miami -Dade County. Such party shall be a Developer Party, and such joinder form shall be acknowledged under this Agreement. Any rights conferred hereunder to an additional party are subject to City Commission action approving a zoning atlas amendment designating the joined property a part of the Miami 16 Design District Retail Street SAP in compliance with any and all applicable laws governing notice of such action. Section 32. Obligations Surviving Termination Hereof. Notwithstanding and prevailing over any contrary term or provision contained herein, in the event of any lawful termination of this Agreement, the following obligations shall survive such termination and continue in full force and effect until the expiration of a one year term following the earlier of the effective date of such termination or the expiration of the Term: (i) the exclusive venue and choice of law provisions contained herein; (ii) rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement, and (iii) any other term or provision herein which expressly indicates either that it survives the termination or expiration hereof or is or may be applicable or effective beyond the expiration or permitted early termination hereof. Section 33. Lack of Agency Relationship. Nothing contained herein shall be construed as establishing an agency relationship between the City and Developer Parties and neither Developer Parties nor its employees, agents, contractors, subsidiaries, divisions, affiliates or guests shall be deemed agents, instrumentalities, employees, or contractors of the City for any purpose hereunder, and the City, its contractors, agents, and employees shall not be deemed contractors, agents, or employees of Developer Parties or their subsidiaries, divisions or affiliates. Section 34. Cooperation; Expedited Permitting and Time is of the Essence. (a) The Parties agree to cooperate with each other to the full extent practicable pursuant to the terms and conditions of this Agreement. The Parties agree that time is of the essence in all aspects of their respective and mutual responsibilities pursuant to this Agreement. The City shall use its best efforts to expedite the permitting and approval process in an effort to assist Developer Parties in achieving its development and construction milestones. The City will accommodate requests from Developer Parties' general contractor and subcontractors for review of phased or multiple permitting packages, such as those for excavation, site work and foundations, building shell, core, and interiors. In addition, the City will designate an individual within the City Manager's office who will have a primary (though not exclusive) duty to serve as the City's point of contact and liaison with Developer Parties in order to facilitate expediting the processing and issuance of all permit and license applications and approvals across all of the various departments and offices of the City which have the authority or right to review and approve all applications for such permits and licenses. (b) Notwithstanding the foregoing, the City shall not be obligated to issue development permits to the extent a Developer does not comply with the applicable requirements of the Existing Zoning, the Comprehensive Plan, this Agreement and applicable building codes. Section 35. Enforcement. 17 (a) In the event that Developer Parties, their successors and/or assigns fail to act in accordance with the terms of the Existing Zoning, the City shall seek enforcement of said violation upon the subject property. (b) Enforcement of this Agreement shall be by action against any parties or person violating, or attempting to violate, any covenants set forth in this Agreement. The prevailing party in any action or suit pertaining to or arising out of this Agreement shall be entitled to recover, in addition to costs and disbursements allowed by law, such sum as the Court may adjudge to be reasonable for the services of this/her/its attorney. (c) This enforcement provision shall be in addition to any other remedies available at law, in equity or both. Section 36. Amendment or Termination by Mutual Consent. This Agreement may not be amended or terminated during its term except by mutual agreement of Developer Parties and the City. Prior to any amendment or termination of this Agreement during its term, the City shall hold two public hearings to consider and deliberate such amendment or termination. Section 37. Third Party Defense. City and Developer Parties shall each, at their own cost and expense, vigorously defend any claims, suits or demands brought against them by third parties challenging the Agreement or the Project, or objecting to any aspect thereof, including, without limitation, (i) a consistency challenge pursuant to Section 163.3215, Florida Statutes (2011), (ii) a petition for writ of certiorari, (iv) an action for declaratory judgment, or (iv) any claims for loss, damage, liability, or expense (including reasonable attorneys' fees). City and Developer Parties shall promptly give the other written notice of any such action, including those that are pending or threatened, and all responses, filings, and pleadings with respect thereto. Section 38. No Conflict of Interest. Developer Parties agree to comply with Section 2-612 of the City Code as of the Effective Date, with respect to conflicts of interest. Section 39. No Third -Party Beneficiary. No persons or entities other than Developer Parties and the City, their heirs, permitted successors and assigns, shall have any rights whatsoever under this Agreement. Section 40. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. NOW, WHEREOF, the City and Developer Parties have caused this Agreement to be duly executed. [Signature blocks for City and Developer Parties] 18 IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. 39th St. (Del.) LLC a Delaware limited liability company Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of 2012, by as of 39' St. (Del.) LLC, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: 19 IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. 40 District LLC a Delaware limited liability company Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of 2012, by , as of 40 District LLC, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: 20 IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Ben Newton LLC a Delaware limited liability company Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of 2012, by , as of Ben Newton LLC, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: 21 IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Cumberland Acquisitions, LLC a Delaware limited liability company Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of , 2012, by , as of Cumberland Acquisitions, LLC, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: 22 IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Dacra Design 4141 LLC a Delaware limited liability company Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of , 2012, by , as of Dacra Design 4141 LLC, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: 23 IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Dacra Design Associates (Del.) LLC a Delaware limited liability company Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of 2012, by , as of Dacra Design Associates (Del.) LLC, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: 24 IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Dacra DesignMiami (Del.) LLC a Delaware limited liability company Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of , 2012, by , as of Dacra DesignMiami (Del.) LLC, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: 25 IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Dacra Design Moore (Del.) LLC a Delaware limited liability company Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of , 2012, by , as of Dacra Design Moore (Del.) LLC, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: 26 IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Electra Design (Del.) LLC a Delaware limited liability company Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of , 2012, by , as of Electra Design (Del.) LLC, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: 27 IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. FCAA, LLC a Delaware limited liability company Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of , 2012, by , as of FCAA, LLC, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: 28 IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Hale Daniel Design (Del.) LLC a Delaware limited liability company Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) ) ) The foregoing instrument was acknowledged before me this day of , 2012, by , as of Hale Daniel Design (Del.) LLC, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: 29 IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Half Circle Property (Del.) LLC a Delaware limited liability company Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of , 2012, by , as of Half Circle Property (Del.) LLC, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: 30 IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Lady Jane Acquisitions, LLC a Delaware limited liability company Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of , 2012, by , as of Lady Jane Acquisitions, LLC, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: 31 IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Lovely Rita Acquisitions, LLC a Delaware limited liability company Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of , 2012, by , as of Lovely Rita Acquisitions, LLC, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: 32 IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. McCrory Design Associates (Del.) LLC a Delaware limited liability company Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of 2012, by , as of McCrory Design Associates (Del.) LLC, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: 33 IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. McCrory Design Buick (Del.) LLC a Delaware limited liability company Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of , 2012, by , as of McCrory Design Buick (Del.) LLC, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: 34 IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Miami Avenue (Del.) LLC a Delaware limited liability company Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of , 2012, by , as of Miami Avenue (Del.) LLC, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: 35 IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. MID -I Lee, LLC a Delaware limited liability company Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) ) ) The foregoing instrument was acknowledged before me this day of 2012, by , as of MID -I Lee, LLC, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: 36 IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Monte Carlo Associates (Del.) LLC a Delaware limited liability company Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of , 2012, by , as of Monte Carlo Associates (Del.) LLC, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: 37 IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Mosaic (Del.) LLC a Delaware limited liability company Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of 2012, by , as of Mosaic (Del.) LLC, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: 38 IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Norwegian Wood Acquisitions, LLC a Delaware limited liability company Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of 2012, by , as of Norwegian Wood Acquisitions, LLC, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: 39 IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Oak Plaza Associates (Del.) LLC a Delaware limited liability company Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of 2012, by , as of Oak Plaza Associates (Del.) LLC, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: 40 IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Palmer Design (Del.) LLC a Delaware limited liability company Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of , 2012, by , as of Palmer Design (Del.) LLC, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: 41 IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Rothman Design LLC a Delaware limited liability company Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of , 2012, by , as of Rothman Design LLC, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: 42 IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Scarlet Begonia Holdings, LLC a Delaware limited liability company Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of , 2012, by , as of Scarlett Begonia Holdings, LLC, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: 43 IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Sweet Virginia Acquisitions LLC a Delaware limited liability company Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) ) ) The foregoing instrument was acknowledged before me this day of 2012, by , as of Sweet Virginia Acquisitions LLC, who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: 44 IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Flagler Holding Group, Inc. a Florida for -profit corporation Witnesses: By: Print Name: Print Name: Title: Print Name: STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of 2012, by , as of Flagler Holding Group, Inc., who is personally known to me or who produced as identification. My commission expires: NOTARY PUBLIC, State of Florida at -Large Print Name: 45 IN WITNESS hereof the parties have caused this Agreement to be duly entered into and signed as of the date written above. Witnesses: Print Name: Print Name: STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) CITY OF MIAMI, a municipal corporation located within the State of Florida By: Johnny Martinez City Manager The foregoing instrument was acknowledged before me this day of 2012, by Johnny Martinez, in his capacity as City Manager, on behalf of the municipal corporation, who is personally known to me or who produced identification. My commission expires: as NOTARY PUBLIC, State of Florida at -Large Print Name: 46 Exhibit "A" Legal Descriptions of the Property 47 MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Map #1: La Verne SUBJECT PROPERTY STREET ADDRESS(ES): 90 NE 39th St (Folio No. 01-3124-029-0130) SUBJECT PROPERTY LEGAL DESCRIPTION: Map #2: Elecktra SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: {24375324;3 } Lots 1, 2 and 3, Block 2, of BILTMORE COURT, according to the Plat thereof, as recorded in Plat Book 7, at Page 37, of the Public Records of Miami -Dade County, Florida. 3801 NE lst Avenue (Folio No. 01-3124-033-0120 & 01- 3124-033-0100) 100 NE 39th Street (Folio No. 01-3124-030-0210) 105 NE 38th Street (Folio No. 01-3124-033-0110) Lots 21 and 22, LESS the West 13 feet of Lot 22, Block 1, of COMMERCIAL BUENA VISTA, according to the Plat thereof, as recorded in Plat Book 14, at Page 56, of the Public Records of Miami -Dade County, Florida. Parcel 12B: Lot "B", of BILTMORE COURT, according to the Plat thereof, as recorded in Plat Book 7, at Page 37, of the Public Records of Miami -Dade County, Florida. Parcel 12C: All of Lots 15, 16, 17, 18, 19, 20 and 23, Block 1, of COMMERCIAL BUENA VISTA, according to the Plat thereof, as recorded in Plat Book 14, at Page 56, of the Public Records of Miami -Dade County, Florida. Parcel 12D: Lots 12 and 13, Block 2, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida. Parcel 12E: The West 13 feet of Lot 22, Block 1, of COMMERCIAL BUENA VISTA, according to the Plat thereof as recorded in Plat Book 14, Page(s) 56, of the Public Records of Miami - Dade County, Florida. Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Map #3: Rothman SUBJECT PROPERTY STREET ADDRESS(ES): 108 NE 39th Street (Folio No. 01-3124-030-0200) SUBJECT PROPERTY LEGAL DESCRIPTION: Lot 11, Block 2, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida. Together with an easement over the East 0.12 feet of Lot 12, Block 2, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida, created by Quit Claim Deed Creating Perpetual Easement, filed September 3, 1985, in Official Records Book 12624, at Page 676. Map #4: Palm Lot SUBJECT PROPERTY STREET ADDRESS(ES): 140 NE 39th St (Folio No. 01-3124-030-0170) SUBJECT PROPERTY LEGAL DESCRIPTION: The West 50 feet of Lot 1, and Lots 7 to 14, both inclusive, and Lots 24 to 31, both inclusive, Block 1, COMMERCIAL BUENA VISTA, according to the Plat thereof, as recorded in Plat Book 14, at Page 56, of the Public Records of Miami - Dade County, Florida. Also known as: The West 75 feet of Lot 1, less the East 25 feet thereof, and Lots 7 to 14, both inclusive, and Lots 24 to 31, both inclusive, Block 1, COMMERCIAL BUENA VISTA, according to the Plat thereof, as recorded in Plat Book 14, at Page 56, of the Public Records of Miami -Dade County, Florida. And Parcel 10B : Lots 8 and 9, Block 2, of MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida. {24375324;3 } Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Map #5: Booth SUBJECT PROPERTY STREET ADDRESS(ES): 3821 NE lst Court (Folio No. 01-3124-033-0010) SUBJECT PROPERTY LEGAL DESCRIPTION: Parcel 1A: The East 100 feet of Lot 1, all of Lots 2 through 5, Block 1, COMMERCIAL BUENAVISTA, according to the Plat thereof as recorded in Plat Book 14, at Page 56, of the Public Records of Miami -Dade County, Florida. Less: That portion thereof beginning at the Northeast corner of Lot 1, Block 1, thence go West 5 feet, thence South 9.30 feet, thence East 0.82 feet, thence South 61.44 feet, thence East 3.8 feet to the East line, thence North 70.9 feet, to the Point of Beginning. {24375324;3 } Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Map #6: Booth SUBJECT PROPERTY STREET ADDRESS(ES): 3821 NE lst Court (Folio No. 01-3124-033-0130) SUBJECT PROPERTY LEGAL DESCRIPTION: Parcel 1B: Lots 33 through 36, inclusive, Block 1, COMMERCIAL BUENA VISTA, according to the Plat thereof, as recorded in Plat Book 14, at Page 56, of the Public Records of Miami - Dade County, Florida. And That portion of land thereof beginning 146.40 feet West of the Southeast corner of Lot 8, NEWTON SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 3, at Page 126, of the Public records of Miami -Dade County, Florida, thence run North 137.00 feet; thence West 46.50 feet; thence South 137.00 feet; thence East 46.50 feet to the Point of Beginning. Less and Except: A portion of NEWTON SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 3, at Page 126, of the Public Records of Miami -Dade County, Florida, and being more particularly described as follows: Begin at the Southeast corner of Lot 36, Block 1, COMMERCIAL BUENA VISTA, according to the Plat thereof, as recorded in Plat Book 14, at Page 56, of said Public Records of Miami -Dade County, Florida; thence South 89°46'20" East along the Easterly projection of the South line of said Block 1, said line also being the North right-of-way line of N.E. 38th Street as shown on said plat of COMMERCIAL BUENA VISTA for 46.50 feet to a point being 146.40 feet West of the East line of said NEWTON SUBDIVISION and as measured along a line parallel with the centerline of said N.E. 38th Street as shown on said plat of COMMERCIAL BUENA VISTA; thence South 00°00'35" West for 25.00 feet to said centerline of N.E. 38th Street; thence North 89°46'20" West along said centerline of N.E. 38th Street for 46.50 feet to a point on the West line of said NEWTON SUBDIVISION; thence North 00°00' 18" East along said West line of NEWTON SUBDIVISION for 25.00 feet to the Point of Beginning. {24375324;3 } Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Map #7: Buena Vista SUBJECT PROPERTY STREET ADDRESS(ES): 180 NE 39TH Street (Folio No. 01-3124-030-0100) SUBJECT PROPERTY LEGAL DESCRIPTION: {24375324;3 } Lots 1 to 6, inclusive, and the East 25 feet of Lot 7, in Block 2 of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami- Dade County, Florida. Beginning at the Southwest corner of Lot 3, in Block 2, of MAGNOLIA COURT; thence run North along the West ends of Lots 3, 2 and 1 of said Block 2, to the Northwest corner of Lot 1, of said Block 2; thence run West 9 feet to the Northeast comer of Lot 4, Block 2, of MAGNOLIA COURT; thence run South along the East side of Lot 4, Block 2, to the Southeast comer of Lot 4 of said Block 2; thence run East 9 feet to the Point of Beginning, being all that certain unnumbered Lot, 9 feet wide by 93.45 feet deep, lying directly West of Lots 1, 2 and 3, of Block 2, MAGNOLIA COURT, and directly East of Lot 4, of said Block 2, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida. Lots 1, 2, 3 and 4, of NEWTON'S SUBDIVISION, according to the plat thereof, as recorded in Plat Book 3, at Page 126, of the Public Records of Miami -Dade County, Florida, less the East 20 feet thereof. Begin at the Northwest corner of Lot 1, of NEWTON'S SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 3, at Page 126, of the Public Records of Miami - Dade County, Florida; thence West 92.9 feet; thence South 70.9 feet; thence East 46.5 feet; thence South 112.00 feet; thence East 46.4 feet; thence run North 182.9 feet to the point of beginning. Begin at the Northeast corner of Lot 1, Block 1, COMMERCIAL BUENA VISTA SUBDIVISION, a subdivision recorded in Plat Book 14, at Page 56, of the Public Records of Miami -Dade County, Florida, and run West 5.00 feet; thence run South 9.3 feet; thence run East 0.82 feet; thence run South 61.44 feet; thence run East 3.8 feet to the East line of Lot 2 of said subdivision; thence North 70.9 feet to the point of beginning. Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Map #8: Buick SUBJECT PROPERTY STREET ADDRESS(ES): 3841 NE 2' Avenue (Folio No. 01-3219-011-0100) SUBJECT PROPERTY LEGAL DESCRIPTION: The North 68.32 feet of Lot 2, and all of Lot 3, of SECOND AMENDED PLAT OF MAGNOLIA PARK, according to the Plat thereof, as recorded in Plat Book 5, at Page 25, of the Public Records of Miami -Dade County, Florida, together with that certain twelve -foot strip of land lying adjacent to and immediately East of the above -described property, said twelve -foot strip having for its Easterly boundary the Florida East Coast Railroad right-of-way. Map #9: Tuttle South SUBJECT PROPERTY STREET ADDRESS(ES): 3725 Biscayne Boulevard (Folio No. 01-3219-045-0010) SUBJECT PROPERTY LEGAL DESCRIPTION: Tract A of VIA TUTTLE SUBDIVISION, according to the plat thereof, as recorded in Plat Book 163, at Page 59, of the Public Records of Miami -Dade County, Florida. a/k/a - Tuttle South — 3725 Biscayne Blvd. formerly described as: Lot 32, less that part in Biscayne Boulevard, and Lots 33 through 36, less the West 6 feet thereof, MAGNOLIA PARK, 2ND AMENDED PLAT THEREOF, according to the Plat thereof, as recorded in Plat Book 5, at Page 25, of the Public Records of Miami -Dade County, Florida; AND Lots 33, 35 and 37, of BUENA VISTA BISCAYNE BADGER CLUB SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 1, at Page 115, of the Public Records of Miami -Dade County, Florida; AND The North 34.88 feet of Lot 31 of BUENA VISTA BISCAYNE BADGER CLUB SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 1, at Page 115, of the Public Records of Miami -Dade County, Florida; AND The East one foot of the West 6 feet of Lot 36, MAGNOLIA PARK, 2ND AMENDED PLAT THEREOF, according to the {24375324;3 } Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Plat thereof, as recorded in Plat Book 5, at Page 25, of the Public Records of Miami -Dade County, Florida. Map #10: Tuttle North SUBJECT PROPERTY STREET ADDRESS(ES): 299 NE 38th Street (Folio No. 01-3219-011-0330) SUBJECT PROPERTY LEGAL DESCRIPTION: Map #11: Norwegian Wood* Lots 37, 38 and 39, SECOND AMENDED PLAT OF MAGNOLIA PARK, less right of way of Biscayne Boulevard, according to the plat thereof, as recorded in Plat Book 5, at Page 25, of the Public Records of Miami -Dade County, Florida. SUBJECT PROPERTY STREET ADDRESS(ES): 92 NE 40TH Street (Folio No. 01-3124-027-0270) SUBJECT PROPERTY LEGAL DESCRIPTION: Map #12: Casa/Lady Jane* LOTS 1, 2 AND 3, IN BLOCK 3, OF AMENDED PLAT OF COMMERCIAL BILTMORE, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 6, AT PAGE 132, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. SUBJECT PROPERTY STREET ADDRESS(ES): 99 NE 39TH Street (Folio No. 01-3124-029-0010) SUBJECT PROPERTY LEGAL DESCRIPTION: {24375324;3 } Lots 1 and 2 , Block 1 of BILTMORE COURT, according to the Plat thereof, as recorded in Plat Book 7, Page 37, of the Public Records of Miami -Dade County, Florida. Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Map #13: Cumberland/JBL SUBJECT PROPERTY STREET ADDRESS(ES): Exhibit "A" 100 NE 40' Street (Folio No. 01-3124-028-0160) 108 NE 40' Street (Folio No. 01-3124-030-0200) 101 NE 39th Street (Folio No. 01-3124-030-0890) SUBJECT PROPERTY LEGAL DESCRIPTION: Parcel 1: Lots 21, 22 and 23, of SECOND SECTION COMMERCIAL BILTMORE, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida. Parcel 2: Lot "A", of BILTMORE COURT, according to the Plst thereof, as recorded in Plat Book 7, at Page 37 of the Public Records of Miami -Dade County, Florida. Parcel 3: Unnumbered Lot 13 x 100 feet East of Moore Parkway and West of J.W. Wallace Tract, COMMERCIAL BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami -Dade County, Florida. Parcel 4: Lot 12, less the East 3 feet thereof, and Lot 13, in Block 1, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida, less that part of said Lot 13 described as follows: Beginning at the Southwesterly corner of Lot 13, Block 1, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida; thence run Eastwardly along the Southerly line of said Lot 13, a distance of Twelve (12) feet to a point of curve; thence run Westwardly and Northwestwardly along the arc of a tangential curve to the right, having a radius of Twenty -Five (25) feet and a central angle of 28°41'07" for a distance of 12.52 feet to a point on the Westerly line of said Lot 13; thence run Southwardly along the Westerly line of said Lot 13 a distance of 3.07 feet to the Point of Beginning. {24375324;3 } Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Lot 11, Block 2, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida. Together with easement over East 0.12 feet of Lot 12, Block 2, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 015, of Public Record of Miami -Dade County, Florida, created by Quick Claim Deed granting Perpetual Easement, filed September 3, 1985, in Official Records Book 12624, at Page 676. Map #14: Hale Daniel SUBJECT PROPERTY STREET ADDRESS(ES): 119 NE 39th Street (Folio No. 01-3124-030-0080) SUBJECT PROPERTY LEGAL DESCRIPTION: Map #15: Oak Plaza Collins Lot 11 and the East 3 feet of Lot 12, in Block 1 of MAGNOLIA COURT, according to the Plat thereof as recorded in Plat Book 6, Page(s) 105, of the Public Records of Miami -Dade County, Florida. SUBJECT PROPERTY STREET ADDRESS(ES): 139 NE 39th Street (Folio No. 01-3124-030-0060) SUBJECT PROPERTY LEGAL DESCRIPTION: Map #16: Oak Plaza Loggia Lots 9 and the Westerly 12 feet of Lot 8, in Block 1, of MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida. Also known as: Lot 9 and the West 12 feet of Lot 8, in Block 1, MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida. SUBJECT PROPERTY STREET ADDRESS(ES): 163 NE 39th Street (Folio No. 01-3124-030-0050) SUBJECT PROPERTY LEGAL DESCRIPTION: {24375324;3 } Lots 6, 7, and 8 (minus the Westerly 12 feet of Lot 8), in Block 1, of MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida. Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Map #17: Oak Plaza KVA SUBJECT PROPERTY STREET ADDRESS(ES): 150 NE 40th Street (Folio No. 01-3124-028-0080) SUBJECT PROPERTY LEGAL DESCRIPTION: Map #18: Oak Plaza Twery The West 20 feet of Lot 12, and all of Lot 13, of COMMERCIAL BILTMORE, SECOND SECTION, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida. Also known as: The West 20 feet of Lot 12, and all of Lot 13, of SECOND SECTION, COMMERCIAL BILTMORE 1924, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida. SUBJECT PROPERTY STREET ADDRESS(ES): 160 NE 40th Street (Folio No. 01-3124-028-0060) SUBJECT PROPERTY LEGAL DESCRIPTION: Map #19: Thomas Maier Lots 10, 11 and the East 5 feet of Lot 12, of SECOND SECTION, COMMERCIAL BILTMORE 1924, according to the plat thereof, as recorded In Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida SUBJECT PROPERTY STREET ADDRESS(ES): 170 NE 40th Street (Folio No. 01-3124-028-0040) SUBJECT PROPERTY LEGAL DESCRIPTION: {24375324;3 } Lots 7 and 8, of COMMERCIAL BILTMORE SECOND SECTION, according to the Plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida. Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Map #20: Melin SUBJECT PROPERTY STREET ADDRESS(ES): 3930 NE 2' Avenue (Folio No. 01-3124-028-0010) SUBJECT PROPERTY LEGAL DESCRIPTION: Parcel 3: Lots 1 through 6 inclusive, of SECOND SECTION, COMMERCIAL BILTMORE 1924, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida, and Lots 1 through 4, inclusive, Block 1, and unnumbered Lot East of Lot 4, Block 1, of MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida. LESS Those portions of Lots 1, 2 and 3, Block 1, MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: The East 10 feet of Lots 1, 2 and 3, and the external area of a circular curve, contained within said Lot 3, concave to the Northwest having a radius of 25 feet and tangents which are 25 feet North of and parallel with the centerline of N.E. 39th Street and 35 feet West of and parallel with the centerline of N.E. 2nd Avenue; AND LESS Those portions of Lots 1, 2 and 3, SECOND SECTION, COMMERCIAL BILTMORE 1924, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: The East 2 feet of Lots 1, 2 and 3, and the external area of a circular curve, contained within said Lot 3, concave to the Southwest having a radius of 25 feet and tangents which are 33 feet South of and parallel with the centerline of N.E. 40th Street and 35 feet West of and parallel with the centerline of N.E. 2nd Avenue. {24375324;3 } Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. Map #21: MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Newton SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: Exhibit "A" 201 NE 39th Street (Folio No. 01-3129-012-0010) Lots 1 and 2 and the 10.00 foot easterly adjacent alley, PLAT SHOWING RESUBDIVISION OF LOTS 4, 5, 6 & 7 OF SECOND AMENDED PLAT OF MAGNOLIA PARK, according to the Plat thereof, as recorded in Plat Book 4, at Page 150, of the Public Records of Miami -Dade County, Florida. Map #22, #28, #29, #30, #31, #32, #33, & 34: Asi-Casa* SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: {24375324;3 } 60 NE 41'T Street (Folio No. 56 NE 41s` Street (Folio No. 42 NE 41s` Street (Folio No. 34 NE 41s` Street (Folio No. 90 NE 41s` Street (Folio No. 84 NE 41s` Street (Folio No. 80 NE 41s` Street (Folio No. 81 NE 40th Street (Folio No. Parcel 1: 01-3124-024-1390) 01-3124-024-1400) 01-3124-024-1410) 01-3124-024-1420) 01-3124-024-1360) 01-3124-024-1370) 01-3124-024-1380) 01-3124-027-0130) Lots 4, 5, 6, 7 and 8, Block 9, of BILTMORE, according to Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. Parcel 2: Lots 1, 2, and 3, Block 9, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. Parcel 3: Lots 5, 6, and 7, Block 2, of COMMERCIAL BILTMORE AMENDED, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, on the Public Records of Miami -Dade County, Florida. Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Map #23: Suttin* SUBJECT PROPERTY STREET ADDRESS(ES): 95 NE 40' Street (Folio No. 01-3124-027-0120) SUBJECT PROPERTY LEGAL DESCRIPTION: Map #24: Rosen Lots 1, 2, 3 and 4 of Block 2, of Commercial Biltmore Amended, according to the Plat thereof, as recorded in Plat Book 6, at page 132, of the Public Records of Miami -Dade County, Florida. SUBJECT PROPERTY STREET ADDRESS(ES): 151 NE 40th Street (Folio No. 01-3124-027-0060) SUBJECT PROPERTY LEGAL DESCRIPTION: Lots 13 and 14, Block 1 of AMENDED PLAT OF COMMERCIAL BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami -Dade County, Florida. Map #25: Mosaic/Chatham SUBJECT PROPERTY STREET ADDRESS(ES): 155 NE 40th Street (Folio No. 01-3124-027-0040) SUBJECT PROPERTY LEGAL DESCRIPTION: Parcel 3A: Lots 8, 9, 10, 11 and 12, Block 1, of AMENDED PLAT OF COMMERCIAL BILTMORE, according to the plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami -Dade County, Florida. {24375324;3 } Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Map #26, #27, #35, #41, & #42: Moore — Garden Lounge / Moore Building / Moore 140 / Moore 77 / Moore 115 SUBJECT PROPERTY STREET ADDRESS(ES): 175 NE40TH Street (GL) (Folio No. 01-3124-025-0020) 4040 NE 2nd Avenue (Folio No. 01-3124-027-0020) 140 NE 41st Street (lot) (Folio No. 01-3124-024-1500) 77 NE 41st Street (lot) (Folio No. 01-3124-024-1340) 115 NE 41st Street (lot) (Folio No. 01-3124-024-1150) SUBJECT PROPERTY LEGAL DESCRIPTION: Parcel 9A: Lots 3, 5, 6 and 7, of AMENDED PLAT OF A PORTION OF BLOCK 10 OF BILTMORE SUBDIVISION AND A PORTION OF BLOCK 1 OF THE AMENDED PLAT OF COMMERCIAL BILTMORE SUBDIVISION, according to the Plat thereof,as recorded in Plat Book 45, at Page 55, of the Public Records of Miami -Dade County, Florida. Parcel 9B: Lots 1, 2 and 8, in Block 10, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. Parcel 9C: Lots 2, 3 and 4, in Block 1, of AMENDED PLAT OF COMMERCIAL BILTMORE 1921, according to the Plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami -Dade County, Florida. Parcel 9D: Lots 3 and 4, in Block 7, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. Parcel 9E: Lot 22 and the East'h of Lot 21, in Block 8, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. {24375324;3 } Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Map #36: Mosaic (Lot) SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: Map #37: Rosen Lot SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: Map #38: Palmer Building SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: {24375324;3 } Exhibit "A" 144 NE 4151 Street (Folio No. 01-3124-024-1490) Parcel 3B: Lot 7, in Block 10, of BILTMORE SUBDIVISION, according to the plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. 150 NE 4151 Street (lot) Lot 6, in Block 10, of BILTMORE SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. 158 NE 4151 Street (Folio No. 01-3124-024-1470) Lot 5 and the West 20 feet of Lot 4, Block 10, BILTMORE SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records, Miami -Dade County, Florida, Excepting therefrom the following part of the West 20 feet of Lot 4: Begin at the Southwest corner of said Lot 4, Block 10, of the aforesaid BILTMORE SUBDIVISION; thence East along the South line of said Lot 4 for a distance of 20 feet; thence North parallel with the West line of said Lot 4 for a distance of 20 feet to a point; thence Southwesterly along a tangent circular curve having a radius of 20 feet through a central angle of 90 degrees for an arc distance of 31.42 feet to the Point of Beginning. Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Map #39 & #40: Asi-Melaleuca SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: Map #43: Scarlet Begonia SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: Map #44: FCAA SUBJECT PROPERTY STREET ADDRESS(ES): SUBJECT PROPERTY LEGAL DESCRIPTION: {24375324;3 } Exhibit "A" 53 NE41ST Street (Folio No. 01-3124-024-1320) 61 NE 41s` Street (Folio No. 01-3124-024-1330) Lots 19, 20 and West 'h of Lot 21, Block 8, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. 135 NE 41' Street (Folio No. 01-3124-024-1160) Lot 5, Block 7, of BILTMORE SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. 150 NE 42nd Street (Folio No. 01-3124-024-1550) The West 325 feet of that certain tract of land in the city of Miami bounded on the North by N.E. 42nd Street, on the South by N.E. 41s` Street, on the East by N.E. Second Avenue and on the West by the East lines of Lots 5 and 6, Block 7, BILTMORE, a subdivision shown by plat of record in Miami - Dade County, in Plat Book 6, at Page 67. Also known as: A portion of the West 325 feet of that certain Lot of Land, 432 feet East and West and 204.6 feet North and South, lying directly East of and adjoining Lots 5 and 6, Block 7, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida, of said Plat shown as Z.T. MERRITT HOME, said Lot lying in the Southeast corner of the NE '/4 of the SE'/4 of section 24-53-41. Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Map #45: 4100/Lee* SUBJECT PROPERTY STREET ADDRESS(ES): 4100 NE 2' Avenue (Folio No. 01-3124-024-1560) 4200 NE 2nd Avenue (lot) (Folio No. 01-3124-024-0930) SUBJECT PROPERTY LEGAL DESCRIPTION: Parcel 4A: The East 107 feet of that certain tract of land 432 feet East and West by 204.6 feet North and South, lying directly East of and adjoining Lots 5 and 6, in Block 7, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. Together with nonexclusive easement of ingress, egress, parking and construction and maintenance of a pedestrian bridge as set forth in that Reciprocal Bridge Easement and Parking Agreement, dated July 20, 1988, and recorded August 1, 1988, in Official Records Book 13769, at Page 2966, of the Public Records of Miami -Dade County, Florida. Parcel 4B: Lot 1, less the East 5 feet thereof, Block 6, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. Map #46: 4141 SUBJECT PROPERTY STREET ADDRESS(ES): 4141 NE 2' Avenue (Folio No. 01-3219-009-0010) SUBJECT PROPERTY LEGAL DESCRIPTION: {24375324;3 } Tract A and Tract 1, REVISED PLAT OF TRACT "A" AND BLOCKS 1, 2, 3, 8, 9, 10, 11 AND 12 OF BRENTWOOD, according to the plat thereof, as recorded in Plat Book 44, Page 6, of the Public Records of Miami -Dade County, Florida, formerly known as Tract "A" and Lots 1, 2, 3, 4 and 5, Block 1, of BRENTWOOD, according to the plat thereof as recorded in Plat Book 40, Page 66, of the Public Records of Miami - Dade County, Florida. Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "A" Map #47: 4200* SUBJECT PROPERTY STREET ADDRESS(ES): 4200 NE 2nd Avenue (lot) (Folio No. 01-3124-024-0930) SUBJECT PROPERTY LEGAL DESCRIPTION: Parcel 4B: Lot 1, less the East 5 feet thereof, Block 6, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. Map #48: Flagler SUBJECT PROPERTY STREET ADDRESS(ES): 4218 NE 2NH Avenue (Folio No. 01-3124-024-0940) SUBJECT PROPERTY LEGAL DESCRIPTION: Map #49: 4240 Lot 2, 3 and 24, Block 6, BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. SUBJECT PROPERTY STREET ADDRESS(ES): 4240 NE 2NH Avenue (Folio No. 01-3124-024-0950) SUBJECT PROPERTY LEGAL DESCRIPTION: Map #50: City Garage* Lot 4, less the East 5 feet thereof, in Block 6, BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County, Florida. SUBJECT PROPERTY STREET ADDRESS(ES): 3800 NE 1sT Avenue (Folio No. 01-3124-033-0240) SUBJECT PROPERTY LEGAL DESCRIPTION: COMM BUENA VISTA PB 14-56 LOTS 2 THRU 14 BLK 2 LOT SIZE 31521 SQ FT OR 21215-1039 0403 3. Map #51: Sebastien* SUBJECT PROPERTY STREET ADDRESS(ES): 35 NE 38TH Street (Folio No. 01-3124-033-0370) SUBJECT PROPERTY LEGAL DESCRIPTION: {24375324;3 } Lots 15, 16, 17, and 18 Block 2, COMMERCIAL Buena Vista, according to the Plat thereof, as recorded in Plat Book 14 at page 56, of the Public Records of Miami -Dade County, Florida. Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book. Exhibit "B" Design District SAP Regulating Plan and Concept Book 48 MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN DEVELOPMENT AGREEMENT Exhibit "B" Please refer to the Design District SAP Regulating Plan Binder Section "F" and Concept Book Binder Sections `B", "C", "D" and "E" Exhibit "C" Retail Developer Party 49 Retail Developer Party Entities: Electra Design (Del.) LLC Rothman Design LLC Dacra DesignMiami (Del.) LLC Miami Avenue (Del.) LLC McCrory Design Associates (Del.) LLC Cumberland Acquisitions LLC Hale Daniel Design, LLC Oak Plaza Associates (Del.) LLC Dacra Design Associates (Del.) LLC 40 District LLC Mosaic (Del.) LLC Dacra Design Moore (Del.) LLC Palmer Design (Del.) LLC Scarlet Begonia Holdings LLC FCAA, LLC MID -I Lee, LLC EXHIBIT "C" 50 Exhibit "D" Joinder Form 51 EXHIBIT "D" ASSIGNEE OR ADDITIONAL PARTY TO DEVELOPMENT AGREEMENT JOINDER FORM AND ACKNOWLEDGEMENT OF JOINDER This ASSIGNEE OR ADDITIONAL PARTY TO DEVELOPMENT AGREEMENT JOINDER FORM ("Joinder Form") is executed of this day of , 20 by the undersigned entity. RECITALS WHEREAS, the City has entered into a Development Agreement dated 20 and recorded in the public records of Miami -Dade County, Book , Page ("Development Agreement") with certain Developer Parties as defined therein; and WHEREAS, the Development Agreement secures certain benefits and obligations for the mutual benefit of the City and the Developer Parties, as set forth in the Development Agreement; and WHEREAS, the Development Agreement allows joinder of additional parties, when such additional party owns any Property Interest in the Miami Design District as defined in the prior zoning ordinance 11000, more particularly SD-8, described in Exhibit " " attached hereto. WHEREAS, the Development Agreement requires that such additional party execute this joinder form in order to become a party to the Development Agreement; and WHEREAS, the undersigned desires to enjoy the benefits conferred upon the Developer Parties under the Development Agreement, and in consideration for such benefits agrees to be bound by the obligations imposed therein upon the Developer Parties; and NOW THEREFORE, in consideration of the benefits conferred upon any Developer by the aforementioned Development Agreement, and certifying that the above recitals are true and correct, and incorporating such recitals herein, the undersigned does hereby execute this Joinder Form and becomes a Developer Party pursuant to the Development Agreement. The undersigned shall assume all of the benefits, and be bound, comply with, and perform all of the obligations, as set forth in the Development Agreement and as applicable to the Property Interest which the undersigned owns upon the adoption of a Zoning Atlas amendment to Miami 21 designating the Miami Design District Retail Street Special Area Plan. The undersigned shall be obligated to the City for the benefit of the City, and the City shall have all rights and remedies set forth in the Development Agreement to enforce the terms of the Development Agreement against the undersigned, to the extent applicable to the Property Interest owned by the undersigned. {22389500;2} SIGNATURE PAGES TO FOLLOW The undersigned also hereby represents that it has full power and authority to execute this Joinder Form, and certifies to City that none of its owners or officers, nor any immediate family member of any of such owners or officers, is also a member of any board, commission, or agency of the City. WITNESSES: [COMPANY/CORPORATION NAME] Print Name: Print Name: STATE OF FLORIDA ) SS: COUNTY OF MIAMI-DADE By: Print Name: Title: The foregoing instrument was acknowledged before me this _ day of 2012, by , the , a Florida limited liability company/corporation, on behalf of that company, in its capacity as of , a Florida limited liability company, on behalf of that company; such person is (check one) [ ] personally known to me or [ ] has produced as identification. NOTARY PUBLIC, State of Florida Print Name: Commission No.: My Commission Expires: The City hereby acknowledges and consents to the joinder of the above signatory as a Developer Party to the Development Agreement. WITNESSES: CITY OF MIAMI, a municipal corporation located within the State of Florida Print Name: Print Name: STATE OF FLORIDA ) SS: COUNTY OF MIAMI-DADE By: Johnny Martinez City Manager The foregoing instrument was acknowledged before me this day of 2012, by Johnny Martinez, in his capacity as City Manager, on behalf of that municipal corporation; such person is (check one) [ ] personally known to me or [ ] has produced as identification. NOTARY PUBLIC, State of Florida Print Name: Commission No.: My Commission Expires: {22389500;2}