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HomeMy WebLinkAboutExhibit1-SUBTHIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN THE CIRCUIT COURT OF THE 11TH JUDICIAL CIRCUIT IN AND FOR MIAMI- DADE COUNTY, FLORIDA GENERAL JURISDICTION DIVISION CASE NO. 07-46851 CA 31 CITY OF MIAMI, et al., Plaintiffs, vs. MIAMI-DADE COUNTY, Defendant. SETTLEMENT AGREEMENT Plaintiffs, City of Miami (the "City") and the Southeast Overtown/Park West Community Redevelopment Agency (the "CRA"), and Defendant, Miami -Dade County (the "County"; together with the CRA and the City, the "Parties"), agree to the following terms in full and complete settlement of this suit: 1. Within fifteen (15) days after fully binding approval of this Settlement Agreement has been obtained from the Boards of the City, the CRA and the County (the "Effective Date"), the CRA shall deliver the following documents (collectively, the ''CRA Documents") to the County Attorney (the "Escrow Agent"): a. Four (4) counterpart originals of this Settlement Agreement duly executed by counsel to the CRA. 13- 00%0- E-xMbd-i - Su THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. b. Two (2) counterpart originals of the Dismissal with Prejudice of the pending litigation in the form attached to this Settlement Agreement as Exhibit "A" (the "Dismissal") duly executed by counsel to the CRA. c. A counterpart of the Declaration of Restrictive Covenants in the form attached hereto as Exhibit "B" to this Settlement Agreement (the "Declaration") duly. executed by the CRA. d. A counterpart of the Declaration of Restrictive Covenants in the form of Exhibit "C" to this Settlement Agreement (the "Block 36 Declaration") duly executed by the CRA. e. Two (2) releases of the City and the County in the form attached hereto as Exhibit "D" to this Settlement Agreement (the "CRA Release") duly executed by the CRA. 2. Within fifteen (15) days of the Effective Date, the City shall deliver the following documents (the "City Documents") to Escrow Agent: a. Four (4) counterpart originals of this Settlement Agreement duly executed by counsel to the City. b. Two (2) counterpart originals of the Dismissal duly executed by counsel to the City. c. Two (2) releases of the County and the CRA in the form attached hereto as Exhibit "E" to this Settlement Agreement (the "City Release") duly executed by the City. d. A quit claim deed from the City to the CRA in the form attached hereto as Exhibit "F" to this Settlement Agreement (the "City Deed") duly executed by the City. 2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 3. Within fifteen (15) days of the Effective Date the County shall deliver the following documents (collectively, the "County Documents") to Escrow Agent: a. Four (4) counterpart originals of this Settlement Agreement duly executed by counsel to the County. b. Two (2) releases of the City and the CRA in the form attached hereto as. Exhibit "G" to this Settlement Agreement (the "County Release") duly executed by the County. c. A quit claim deed from the County to the CRA in the form attached hereto as Exhibit "H" to this Settlement Agreement (the "County Deed") duly executed by the County. d. The counterpart of the Declaration duly executed by the County. e. The counterpart of the Block 36 Declaration duly executed by the County. 4. Upon receipt by Escrow Agent of the CRA Documents, the City Documents and the County Documents, Escrow Agent shall promptly proceed as follows: a. File one fully executed Settlement Agreement with the court in the pending' action. b. File one fully executed Dismissal with the court in the pending action. c. Record the following documents in the following order in the Public Records of Miami -Dade County, Florida: i. The Dismissal. ii. The City Deed. iii. The Declaration. iv. The Block 36 Declaration. 3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. v. The County Deed. d. Deliver to the City, the County Release, the CRA Release and the Settlement Agreement. e. Deliver to the County, the City Release, the CRA Release and the Settlement Agreement. f. Deliver to the CRA, the City Release, the County Release and the Settlement Agreement. 5. If the Escrow Agent does not receive all of the CRA Documents, the City Documents and the County Documents within fifteen (15) days of the Effective Date, as such deadline may be extended by the written agreement of all Parties, the Escrow Agent shall return to the respective Parties any documents previously executed and delivered to Escrow Agent in connection herewith. In such event, any of the Parties may pursue appropriate action to enforce the terms of this Settlement Agreement. 6. The CRA and the County shall each pay one half of the cost incurred by Escrow Agent to record the Dismissal, the City Deed, the County Deed, the Declaration, and the Block 36 Declaration, by forwarding such payment within ten days of request of same by the County. 7. Within one hundred twenty (120) days of the date Escrow Agent records the Dismissal, the City Deed, the Declaration, the Block 36 Declaration, and the County Deed, which shall be recorded in this order, the CRA shall conduct a solicitation, in accordance with Section 163.380, Florida Statutes, (the "Developer Opportunity") to transfer fee simple title to the real property described on Exhibit "I" attached to this Settlement Agreement (the "Property") to a developer (the'"Developer") for development of the Property prior to the commencement of construction. The City, the County and the CRA agree that they have not, and will not, take any 4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. action to affect title to the Property prior to the conveyance of the Property to the Developer selected pursuant to the Developer Opportunity including, without limitation, executing any leases. The City, the County and the CRA agree that they have not, and will not, take any action to approve (including any contingent approvals) any lease, lien, agreement, development plan or encumbrance relating to the Property prior to the conveyance of the Property to the Developer selected pursuant to the Developer Opportunity, other than as specifically set forth and outlined herein. The City and the CRA agree that should they settle, in whole or in part, the case styled Southeast Overtown/Park West Community Development Agency vs. Poinciana Village of Miami, Ltd., Case No. 02-06846 CA 09 or City of Miami vs. Sawyers Walk, Ltd., Case No. 00- 28860 CA 09, which has been dismissed for lack of prosecution, or procure any full or partial releases of the City and/or the CRA in connection with same in any manner, that such settlement or releases, i) shall include the release of the County if the City and/or the CRA are released (in whole or in part) in connection therewith, and ii) shall not encumber, lease or lien the Property in connection with such settlement. The CRA shall select the Developer no later than 90 days from the date of the CRA solicitation. In the event that such Developer is not selected within 90 days, or no bids are received, the CRA may repeat the solicitation (within 30 days) and attempt to select (within 90 days) as set forth herein. If no Developer is selected by the CRA after the second solicitation, as evidenced by the failure to forward the selected Developer to the County as set forth in paragraph 8 herein, the Property shall revert to the County at its option upon the County providing written notice to the CRA Executive Director, via certified mail. Upon receipt of such notice, the CRA shall provide a special warranty deed to the County conveying the Property to the County and a termination of the Declaration (the "Termination") executed on 5 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. behalf of the CRA within 10 days of receipt of the County's request. In such event, the County shall execute the Termination and record the Termination and the special warranty deed. At a minimum, the Development Opportunity and the resulting development agreement between the CRA and the Developer (the "Development Agreement") shall include the following requirements: a. Compliance with the terms, conditions and time frames of the Declaration. b. Elements preserving the history of the Overtown area, while incorporating the theme of "Live, Work and Play," including entertainment venues and restaurants with outdoor dining to the fullest extent practicable. c. Information regarding job opportunities for local area residents and businesses to allow them to participate in the construction of the development, including at least two (2) local job fairs prior to the commencement of each development phase. d. Information as to job opportunities for local residents and local businesses post -construction, including newly generated trade and service related jobs, including at least one (1) local job fair upon the completion of each development phase. e. Phasing of construction, with a preference on the completion of the Retail Component, as defined in the Declaration prior to the Residential Component, as defined in the Declaration. f. The requirement that the Developer execute and deliver to the City, the County and the CRA, as a condition of the award in accordance with the Development Opportunity, an indemnification and hold harmless agreement substantially in the form of Exhibit "J" to this Settlement Agreement (the "Indemnification Agreement") or, in lieu of the Indemnification Agreement, the submittal of an alternative risk management solution 6 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. in the Developer's response to the Development Opportunity acceptable to the City, the County and the CRA in their sole discretion. g. To the extent required by the City of Miami Zoning Code, the Developer shall plat each development site. h. The term of the Development Agreement shall commence on the date it is signed by the Developer and the CRA and shall end thirty (30) years from the date the last affordable/workforce housing unit receives its Certificate of Occupancy or as required by applicable law, whichever is longer. i. The Developer must provide evidence of available financial resources acceptable to the CRA, prior to the commencement of construction of each phase of the project. 8. The CRA shall, within five days of the selection of the Developer by the Board of Commissioners of the CRA, advise the County in writing (the "Notice") by hand delivery or by certified mail, return receipt requested, addressed to the County Mayor, or in the alternative, to the County Mayor's designee as provided in writing to the CRA Executive Director, of the Developer selected by the CRA pursuant to the Development Opportunity. Such Developer shall be selected no later than 90 days from the date of the issuance of the Development Opportunity. The Notice shall be deemed delivered upon the date delivered, if by hand delivery or the date that the return receipt is executed. The Board of County Commissioners must approve or reject (in its sole discretion) the Developer selected by the CRA and consider any proposed variances to the Declaration as provided in Paragraph 22 within forty five (45) days from the date of delivery of the Notice (unless the Commission is in recess during such period in which instance an additional day will be added for each day of recess) (the "Approval Period"). If the Board of 7 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. County Commissioners does not approve or reject the Developer selected by the CRA (including the consideration of any proposed variances to the Declaration as set forth in paragraph 22 herein) within the Approval Period, the selection by the CRA and any proposed variances to the Declaration shall be deemed approved by the County. The Notice must specifically state that failure by the Board of County Commissioners to approve or reject the Developer selected by the CRA and consider any proposed variances to the Declaration within 45 days of the date of delivery of the Notice shall result in the Developer and any proposed variances to the Declaration being deemed approved. In the event the Board of County Commissioners rejects the Developer selected by the CRA within the Approval Period, including rejection of any proposed variances to the Declaration, the CRA shall issue a new Developer Opportunity within thirty (30) days from the date of such rejection. The process shall continue until the Developer is approved or deemed approved by the Board of County Commissioners. The County waives any Committee review (if applicable) for approvals required under this Settlement Agreement and attached Declaration, and all such approvals may be presented directly to the Board of County Commissioners. The CRA shall enter into the Development Agreement with the Developer within ninety (90) days of the date of approval or deemed approval of the Developer by the Board of County Commissioners. If the CRA and the Developer are not able to finalize the Development Agreement on terms acceptable to the CRA within 90 days of the approval or deemed approval of the Developer by the Board of County Commissioners, then the CRA shall terminate negotiations and the CRA shall issue a new Developer Opportunity for the Property within 30 days from the end of the 90 day period. The CRA shall deed the Property to the Developer prior to the commencement of construction. The City acknowledges and agrees that it does not have any approval rights with respect to the selection of the Developer. 8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 9. The CRA previously issued a request for proposals with respect to proposed development of the property more particularly described on Exhibit "K" attached to this Settlement Agreement (the "Block 36 Property") together with other lands. The CRA has represented that based upon the evaluations of all responses submitted to the CRA in response to the request for proposals, the proposal submitted by The Gatehouse Group, LLC, a Commonwealth of Massachusetts limited liability company ("Gatehouse") was given the highest rating and pursuant to CRA Resolution Number R-07-01508 attached as Exhibit "L", the Board of Commissioners of the CRA authorized the Executive Director of the CRA (the "Executive Director") to negotiate the definitive terms of a development agreement for the Block 36 Property (the "Block 36 Development Agreement") with Gatehouse, to transfer fee simple title to the Block 36 Property to Gatehouse, together with other property prior to the commencement of construction (excluding the Parking Component, as defined in the Block 36 Declaration). No later than 90 days of the date Escrow Agent records the Dismissal, the City Deed, the Declaration, the Block 36 Declaration and the County Deed, in accordance with Paragraph 4, the CRA shall either enter into the Block 36 Development Agreement with Gatehouse, or its affiliate, or if the CRA and Gatehouse, or its affiliate, are unable to finalize the Block 36 Development Agreement in accordance herewith, provide written notice that such negotiations are terminated. Within five days of the termination of negotiations or entry into the agreement, the CRA shall provide to the County by certified mail, return receipt requested, addressed to the County Mayor, or in the alternative, to the County Mayor's designee, the fully executed Block 36 Development Agreement with Gatehouse, or its affiliate, or alternatively, written notice of the termination of the negotiations. 9 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS , DOCUMENT. 10. If the CRA finalizes the Block 36 Development Agreement with Gatehouse, or its affiliate, it shall be deemed the "Block 36 Developer" for purposes of this Settlement Agreement, without the necessity of obtaining additional County approval of the selection of the Block 36 Developer, unless variances to the Declaration are proposed as set forth in paragraph 23 herein (which would necessitate County approval) If the CRA and Gatehouse, or its affiliate, are not able to finalize the Block 36 Development Agreement on terms acceptable to the CRA not later than ninety (90) days of the recordation as set forth in paragraph 9 herein, then within thirty (30) days from the date the CRA terminates negotiations with Gatehouse, or its affiliate, the CRA shall conduct a solicitation, in accordance with Section 163.380, Florida Statutes (the "Block 36 Developer Opportunity") to transfer fee simple title to the Block 36 Property (excluding the Parking Component, as defined in the Block 36 Declaration) to a developer (the "Block 36 Developer") for the development of the Block 36 Property prior to commencement of construction. The CRA shall advise the County in writing (the "Block 36 Notice") by hand delivery or by certified mail, return receipt requested, addressed to the County Mayor, or in the alternative, to the County Mayor's designee as provided in writing to the Executive Director, of the Block 36 Developer selected by the CRA pursuant to the Block 36 Development Opportunity within five days of such selection. The Board of Commissioners of the CRA shall select the Block 36 Developer no later than 90 days from the date of the Block 36 Developer Opportunity. The Block 36 Notice shall be deemed delivered upon the date delivered, if by hand delivery or the date that the return receipt is executed. In the event that the Block 36 Developer is not selected within 90 days, or no bids are received, the CRA may repeat the solicitation (within 30 days) and attempt to select (within 90 days) as set forth herein. If no developer is selected by the CRA after the second solicitation, as evidenced by the failure to forward the selected Developer 10 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. to the County as set forth in this paragraph 10 herein, the Block 36 Property shall revert to the County at its option upon the County providing written notice to the CRA Executive Director, via certified mail. Upon receipt of such notice, the CRA shall provide a special warranty deed to the County conveying the Block 36 Property to the County and a termination of the Block 36 Declaration executed on behalf of the CRA (the "Block 36 Termination") within 10 days of receipt of the County's request. In such event, the County shall execute the Block 36 Termination and record the Block 36 Termination and the special warranty deed. 11. The Board of County Commissioners must approve or reject (in its sole discretion) the Block 36 Developer selected by the CRA and consider any proposed variances to the Block 36 Declaration as provided in Paragraph 23 within forty five (45) days from the date of delivery of the Block 36 Notice (unless the Commission is in recess during such period in which instance an additional day will be added for each day of recess) (the "Block 36 Approval Period"). If the Board of County Commissioners does not approve or reject the Block 36 Developer selected by the CRA (including the consideration of any proposed variances to the Block 36 Declaration as set forth in paragraph 23 herein) within the Block 36 Approval Period, the selection by the CRA and any proposed variances to the Block 36 Declaration shall be deemed approved by the Board of County Commissioners. The Block 36 Notice must specifically state that failure by the Board of County Commissioners to approve or reject the Block 36 Developer selected by the CRA and consider any proposed variances to the Block 36 Declaration within 45 days of the date of delivery of the Block 36 Notice shall result in the Block 36 Developer and any proposed variances to the Block 36 Declaration being deemed approved by the Board of County Commissioners. In the event the Board of County Commissioners rejects the Block 36 Developer selected by the CRA within the Block 36 Approval Period, 11 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. including rejection of any proposed variances to the Block 36 Declaration, the CRA shall issue a new Block 36 Developer Opportunity within thirty (30) days from the date of such rejection (unless the Block 36 Developer is Gatehouse or its affiliate, in which case Gatehouse or its affiliate shall have five (5) business days from the rejection of any proposed variances to the Block 36 Declaration to elect to proceed without the requested variance). The process shall continue until the Block 36 Developer is approved or deemed approved by the Board of County Commissioners. The County waives any Committee review (if applicable) for approvals required under this Settlement Agreement and attached Block 36 Declaration, and all such approvals may be presented directly to the Board of County Commissioners. The CRA shall enter into the Block 36 Development Agreement with the Block 36 Developer within ninety (90) days of the approval or deemed approval by the Board of County Commissioners of the Block 36 Developer. If the CRA and the Block 36 Developer are not able to finalize the Block 36 Development Agreement on terms acceptable to the CRA within 90 days of the approval or deemed approval of the Developer by the Board of County Commissioners, then the CRA shall terminate negotiations and the CRA shall issue a new Block 36 Developer Opportunity for the Block 36 Property within 30 days from the end of the 90 day period. The CRA shall deed all portions of the Block 36 Property (excluding the Parking Component as defined in the Block 36 Declaration) to the Block 36 Developer prior to commencement of construction. The City acknowledges and agrees that it does not have any approval rights with respect to the selection of the Block 36 Developer. 12. The City, the County and the CRA agree that they have not, and will not, take any action to affect title to the Block 36 Property prior to the conveyance of the Block 36 Property to the Block 36 Developer, including, without limitation, executing any leases other than the 12 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. possible recording of the proposed plat for Lyric Subdivision (the "Lyric Plat") and the possible execution of the Block 36 Development Agreement with Gatehouse, or its affiliate, provided same is consistent with this Settlement Agreement and the Block 36 Declaration and expressly conditioned upon the execution of this Settlement Agreement. The City, the County and the CRA agree that they have not, and will not, take any action to approve (including any contingent approvals) any lease, lien, agreement, development plan or encumbrance relating to the Block 36 Property prior to the conveyance of the Block 36 Property to the Block 36 Developer, other than as specifically set forth and outlined herein. At a minimum, the Block 36 Development Agreement between the CRA and the Block 36 Developer shall include the following requirements: a. Compliance with the terms, conditions and time frames of the Block 36 Declaration. b. Elements preserving the history of the Overtown area, while incorporating the theme of "Live, Work and Play," including entertainment venues and restaurants with outdoor dining to the fullest extent practicable. c. Information regarding job opportunities for local area residents and businesses to allow them to participate in the construction of the development, including at least two (2) local job fairs prior to the commencement of each development phase. d. Information as to job opportunities for local residents and local businesses post -construction, including newly generated trade and service related jobs, including at least one (1) local job fair upon the completion of each development phase. e. To the extent required by the City of Miami Zoning Code, the Block 36 Developer shall plat each development site. 13 'THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. f. The Block 36 Developer must provide evidence of available fmancial resources acceptable to the CRA, prior to the commencement of construction of each phase of the project. 13. In addition to the absolute prohibition in paragraphs 7 and 11 above, no interim or alternative use or agreement shall be made, or approved with respect to the Property and the Block 36 Property by, or at the request of, the CRA at any time, without the written approval of the County Mayor or his designee, which may be withheld in his sole and absolute discretion except for the existing parking licenses with respect to the Block 36 Property and the Property. Any monies paid to the CRA relating to any approved interim use of the Property and the Block 36 Property (excluding any existing revenues derived from the Property and the Block 36 Property), shall be divided equally between the County and the CRA. No interim use shall be permitted that affects or impacts the timeframes set forth in the Declaration and the Block 36 Declaration. 14. The Parties agree that in the . event the terms and provisions of this Settlement Agreement conflict with the terms and provisions of any interlocal agreements between the City and the County or any interlocal agreements between the Parties regarding development of the Property, the Block 36 Property, or any portion thereof, or the selection of the Developer and the Block 36 Developer, by the Board of the County, the terms and provisions of this Settlement Agreement shall control. 15. It is understood that notwithstanding any provision herein, the County, the City, and the CRA shall not be liable to any other party or person for the exercise of its governmental authority, regulatory powers, and/or police powers. The County, the City, and the CRA retain all of their sovereign prerogatives and rights under Florida laws, and shall in no way be estopped or 14 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. otherwise prevented from withholding or refusing to issue any approvals of application or be liable for same, or to grant any approvals of applications for building, zoning, planning or development under present or future laws and ordinances of whatever nature. 16. The CRA shall have the obligation to enforce compliance by the Developer with the provisions of the Declaration. In the event that the Developer fails to comply with the timelines in the Declaration, the CRA shall have the obligation to procure the completion of the construction of the development in accordance with the terms set forth in the Declaration. The CRA may satisfy this obligation by enforcing the terms and provisions of the Declaration. The County shall also have the right to enforce the terms of the Declaration, this Settlement Agreement, and including the CRA's obligation set forth in this paragraph, by motion filed with this Court, including but not limited to the right to take over the construction of the project on the Property if this Court deems the remedy appropriate. The Parties retain all rights to object to any remedy sought by any other Party, including objections to any motion by the County to take over the construction of the project on the Property. The parties agree that the Court retains jurisdiction to enforce the terms of this Settlement Agreement and the Declaration; provided, however, that such jurisdiction applies to new obligations under this Settlement Agreement and the Declaration, and that all issues regarding ownership and reverter under the subject lawsuit have been resolved with finality upon recordation of the documents hereunder. 17. The CRA shall have the obligation to enforce compliance by the Block 36 Developer with the provisions of the Block 36 Declaration. In the event that the Block 36 Developer fails to comply with the timelines in the Block 36 Declaration, the CRA shall have the obligation to procure the completion of the construction of the development in accordance with the terms set forth in the Block 36 Declaration. The CRA may satisfy this obligation by 15 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. enforcing the terms and provisions of the Block 36 Declaration. The County shall also have the right to enforce the terms of the Block 36 Declaration, this Settlement Agreement, and including the CRA's obligation set forth in this paragraph, by motion filed with this Court, including but not limited to the right to take over the construction of the project on the Block 36 Property if this Court deems the remedy appropriate. The Parties retain all rights to object to any remedy sought by any other Party, including objections to any motion by the County to take over the construction of the project on the Block 36 Property. The parties agree that the Court retains jurisdiction to enforce the terms of this Settlement Agreement and the Block 36 Declaration; provided, however, that such jurisdiction applies to new obligations under this Settlement Agreement and the Block 36 Declaration, and that all issues regarding ownership and reverter under the subject lawsuit have been resolved with finality upon recordation of the documents hereunder. 18. Any default by any developer under the terms of the Declaration shall not be deemed to be a default by any developer under the terms of the Block 36 Declaration, and any default by any developer under the terms of the Block 36 Declaration shall not be deemed a default by any developer under the terms of the Declaration. 19. Notwithstanding any other provision set forth herein, in the event that vertical construction (defined as physical structures actually being constructed on the Property pursuant to the applicable permits) has not commenced on the Property within three years from the date the Escrow Agent records the documents in accordance with Paragraph 4 of this Settlement Agreement, the Property shall revert to the County upon written notice by the County to the Executive Director of the CRA at any time prior to the commencement of the vertical construction. Notice of the exercise of the reverter shall be provided by hand delivery or by 16 r THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. certified mail, return receipt requested, from the County Mayor, or in the alternative, the County Mayor's designee, to the Executive Director of CRA. In the event that the Property has been transferred to the Developer, the CRA shall provide notice of the reverter to the Developer upon receipt, which notice shall automatically extinguish all right, title and interest of the Developer in and to the Property without any further action on the part of the CRA or the County. Within ten days of receipt of such notice, if requested by the County, the CRA shall provide the County with a special warranty deed (quit claim deed in the event that the Property has been conveyed to a Developer) transferring all title and interest of the CRA in and to the Property to the County, which the County shall record. However, notwithstanding the delivery of the special warranty deed (quit claim deed in the event that the Property has been conveyed to a Developer), such reverter shall become effective upon receipt by the CRA of the written notice of the exercise of the reverter. In the event such notice is provided (resulting in the automatic reverter), the Declaration shall terminate and be of no further force and effect. In such event, within ten (10) days of receipt by the CRA of the written notice of the exercise of the reverter, the CRA and the County shall execute a document reflecting the Termination with respect to the Declaration, which Termination shall be recorded by the County. Notwithstanding the foregoing, in no event shall the Declaration be terminated prior to all right, title and interest of any Developer in the Property being automatically extinguished pursuant to the reverter provisions of the Declaration. In addition to the foregoing, as set forth in paragraph 10 of the Declaration attached as Exhibit " B," should all or part of the Property revert to the CRA at any time after six (6) years from the date of the recordation of such Declaration, same shall revert from the CRA to the County upon' the written notice as described in this paragraph, free and clear of all claims by the CRA and free and clear of the Declaration. If requested by the County, the CRA shall convey such portion of 17 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS I DOCUMENT. the Property to the County by quit claim deed and the County and the CRA shall execute a document reflecting Termination of the Declaration, which Termination shall be recorded by the County. Notwithstanding the foregoing, in no event shall the Declaration be terminated prior to all right, title and interest of any Developer in the Property, or any portion thereof, being automatically extinguished pursuant to the reverter provisions of the Declaration. 20. Notwithstanding any other provision set forth herein, in the event that vertical construction (defined as physical structures actually being constructed on the Block 36 Property pursuant to the applicable permits) has not commenced on the Block 36 Property within two years from the recordation of the Block 36 Declaration in accordance with Paragraph 4 of this Settlement Agreement if Gatehouse or its affiliate is the developer, or within three years from the date the Escrow Agent records the Block 36 Declaration in accordance with Paragraph 4 of this Settlement Agreement if the developer is any other entity, the Block 36 Property shall revert to the County upon written notice by the County to the Executive Director of the CRA at any time prior to the commencement of the vertical construction. Notice of the exercise of the reverter shall be provided by hand delivery or by certified mail, return receipt requested, from the County Mayor, or in the alternative, the County Mayor's designee to the Executive Director of CRA. In the event that the Block 36 Property has been transferred to the Developer, the CRA shall provide notice of the reverter to the Block 36 Developer upon receipt, which notice shall automatically extinguish all right, title and interest of the Block 36 Developer in and to the Block 36 Property without any further action on the part of the CRA or the County. Within ten days of receipt of such notice, the CRA shall provide the County with a special warranty deed (quit claim deed in the event that the Block 36 Property, or any portion thereof, has been transferred to the Block 36 Developer) transferring all title and interest of the CRA in and to the Block 36 18 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Property to the County and the Block 36 Termination, which the County shall execute and record. However, notwithstanding the delivery of the special warranty deed (quit claim deed in the event that the Block 36 Property, or any portion thereof, has been transferred to the Block 36 Developer), such reverter shall become effective upon receipt by the CRA of the written notice of the exercise of the reverter. In the event such notice is provided (resulting in the automatic reverter), the Block 36 Declaration shall terminate and be of no further force and effect. In such event, within ten days of receipt by the CRA of the written notice of the exercise of the reverter, the CRA and the County shall execute a document reflecting the termination with respect to the Block 36 Declaration, which termination shall be recorded by the County. Notwithstanding the foregoing, in no event shall the Declaration be terminated prior to all right, title and interest of the Block 36 Developer in the Block 36 Property being automatically extinguished pursuant to the reverter provisions of the Block 36 Declaration. In addition to the foregoing, as set forth in paragraph 8 of the Block 36 Declaration attached as Exhibit "C," should all or part of Block 36 revert to the CRA at any time after six (6) years from the date of the recordation of the Block 36 Declaration, same shall revert from the CRA to the County upon the written notice described in this paragraph, free and clear of all claims by the CRA and free and clear of the Block 36 Declaration (excluding the Parking Component, as defined in the Block 36 Declaration, if the Parking Component has been completed). If requested by the County, the CRA shall convey the Block 36 Property, or applicable portion thereof, to the County by quit claim deed and execute the Block 36 Termination ,which Termination shall be recorded by the County. Notwithstanding the foregoing, in no event shall the Declaration be terminated prior to all right, title and interest of any Block 36 Developer in the Block 36 Property being automatically extinguished pursuant to the reverter provisions of the Declaration. 19 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 21. This Settlement Agreement is contingent upon full and binding approval of the respective Boards of the County, the City, and the CRA. Upon approval of this Settlement Agreement by all of the respective Boards of the County, the City and the CRA, this Settlement Agreement shall be binding on the Parties, and any of the Parties may seek enforcement of this Settlement Agreement and compel the other Parties to execute and deliver the CRA Documents, the City Documents and the County Documents, respectively, which are required to be executed and delivered to implement the settlement contemplated by this Settlement Agreement. 22. In the event the Developer selected by the CRA in response to the Developer Opportunity proposed variance from the requirements of the Declaration, which variances have been approved by the Board of Commissioners of the CRA in light of market conditions and information provided by the Developer, the Board of County Commissioners shall consider such variances at the time the Board of County Commissioners is requested by the CRA to approve the Developer and such variances shall be outlined to the County in the Notice to the County. The County agrees to consider such variances at the time it acts on the approval of the Developer, with no obligation on the part of the Board of County Commissioners to approve any such variances from the Declaration, which shall be in the sole discretion of the Board of County Commissioners. The variances shall be deemed considered, if they are included in the documentation submitted for the Board of County Commissioner's consideration by the CRA. If the Board of County Commissioners approves, or is deemed to approve, the Developer and some or all of the variances requested by the Developer, the County and the CRA shall execute and record an amendment to the Declaration to reflect the variances approved, or deemed approved, by the Board of County Commissioners. 20 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 23. In the event the Block 36 Developer selected by the CRA in response to the Block 36 Developer Opportunity proposed variance from the requirements of the Block 36 Declaration (including but not limited to Gatehouse and its affiliates), which variances have been approved by the Board of Commissioners of the CRA in light of market conditions and information provided by the Block 36 Developer, the Board of County Commissioners shall consider such variances at the time the Board of County Commissioners is requested by the CRA to approve the Block 36 Developer and such variances shall be outlined to the County in the Block 36 Notice to the County. To the extent that Gatehouse or its affiliates request a variance from the Block 36 Declaration, such variance must be approved in the same manner and in the same timeframes, as the approval of the Block 36 Developer. The County agrees to consider such variances at the time it acts on the approval of the Block 36 Developer (or the approval of Gatehouse's proposed variance if any), with no obligation on the part of the Board of County Commissioners to approve any such variances from the Block 36 Declaration, which shall be in the sole discretion of the Board of County Commissioners. The variances shall be deemed considered if they are included in the documentation submitted for the Board of County Commissioner's consideration by the CRA. If the Board of County Commissioners approves, or is deemed to approve, the Block 36 Developer and some or all of the variances requested by the Block 36 Developer, the County and the CRA shall execute an amendment to the Block 36 Declaration to reflect the variances approved, or deemed approved, by the Board of County Commissioners. 24. The parties understand and agree that the minimum residential requirement of 60 residential units set forth in paragraph 2 of the Declaration was reduced from a requirement to construct 150 residential units, based upon the CRA's agreement to cause a minimum of 100 21 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. residential units to be constructed in connection with the projects listed on Exhibit "M" attached hereto which were referenced in County Resolution R-516.12 (excluding the Block 25 Lyric Place project referenced in County Resolution R-516.12). In the event that the minimum of 100 residential units are not completed in connection with the projects listed in Exhibit "M" within five years from the date of recordation of the Declaration (as evidenced by a certificate of occupancy or its equivalent) then the CRA shall be in default of this Agreement. In such event, the CRA agrees that the County may pursue all legal and equitable remedies and further stipulates to the remedy and applicability of mandatory injunctive relief to enforce the CRA's obligation to construct the additional 100 residential units. 25. To the extent that this Settlement Agreement, the Declaration, or the Block 36 Declaration require construction, and regardless of the notation of the "preparer" contained upon same, both the CRA and the County equally participated in the drafting of such documents, and accordingly, such documents shall not be construed in favor of, or against, either party. 26. This Settlement Agreement may be executed in counterparts. [SIGNATURE PAGES TO FOLLOW] 22 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. DATED this day of , 2013. Witnesses: CRA: Southeast Overtown/Park West Community Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes By: Printed Name: Clarence E. Woods, III Executive Director Printed Name: ATTEST: 23 Clerk of the Board By: Approved as to form and legal sufficiency By: William R. Bloom, Esq. Holland & Knight LLP Special Counsel THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Witnesses: COUNTY: Miami -Dade County, a political subdivision of the State of Florida By: Printed Name: Mayor Printed Name: ATTEST: Harvey Ruvin, Clerk By: Deputy Clerk Approved as to form and legal sufficiency By: Robert A. Cuevas, Jr., County Attorney Witnesses: CITY: City of Miami, a municipal corporation By: Printed Name: Johnny Martinez, City Manager Printed Name: ATTEST: City Clerk By: Deputy Clerk Approved as to form and legal sufficiency By: Julie O. Bru, City Attorney 24 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. This Settlement Agreement has been approved on by Resolution No.. of the Board of County Commissioners of Miami -Dade County, Florida. A certified copy of said resolution is attached hereto as Exhibit M. This Settlement Agreement has been approved on by Resolution No. the City of Miami, Miami -Dade County, Florida. A certified copy of said resolution is attached hereto as Exhibit N. of This Settlement Agreement has been approved on by Resolution No. of the Southeast Overtown Park/West Community Redevelopment Agency, an agency of the State of Florida, in Miami, Miami -Dade County, Florida. A certified copy of said resolution is attached hereto as Exhibit O. MIAMI-DADE COUNTY ATTORNEY'S OFFICE R.A. CUEVAS, JR. Miami Dade County Attorney Stephen P. Clark Center 111 NW lst St., Ste. 2810 Miami, FL 33128 By: Debra Herman Assistant County Attorney Attorney for Defendant CITY OF MIAMI ATTORNEY'S OFFICE 444 S.W. 2nd Ave., Suite 945 Miami, Florida 33130 By: Henry J. Hunnefeld, Esq. Assistant City Attorney Attorney for Plaintiff, City of Miami SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: 25 William R. Bloom, Esq. Attorney for Plaintiff, Southeast Overtown/Park West Community Redevelopment THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT A Dismissal with Prejudice IN THE CIRCUIT COURT OF THE l lth JUDICIAL CIRCUIT IN AND FOR MIAMI-DADE COUNTY, FLORIDA GENERAL JUDICIAL DIVISION CASE NO. 07-46851 CA 31 CITY OF MIAMI, et. al., Plaintiff, vs. NOTICE OF DISMISSAL WITH PREJUDICE AND DISCHARGE MIAMI-DADE COUNTY, OF LIS PENDENS Defendant. 1 YOU ARE HEREBY NOTIFIED that Plaintiff, City of Miami, et. al. dismisses with prejudice in the above -styled action, pursuant to Rule 1.420(a)(1), Florida Rules of Civil Procedure. Each side will bear its own costs and attorney fees. Furthermore, Plaintiff discharges the Notice of Lis Pendens filed in this action and recorded in Official Records Book 26144, page 3004 of the Public Records of Miami -Dade County, Florida. Dated: , 2013 CITY OF MIAMI ATTORNEY'S OFFICE 444 S.W. 2nd Ave, Suite 945 Miami, Florida 33130 By: Henry J. Hunnefeld, Esq. Assistant City Attorney Attorney for Plaintiff, City of Miami A-1 Copies to: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: William R. Bloom, Esq. Attorney for Plaintiff, Southeast Overtown/Park West Community Redevelopment R.A. Cuevas, Jr. Debra Herman Miami -Dade County Attorney's Office Miami -Dade County Attorney Stephen P. Clark Center 111 NW 1st St., Ste. 2810 Miami, FL 33128 A-2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT B Declaration of Restrictive Covenant BLOCKS 45 and 56 This Instrument was prepared by Debra Herman, Esq. Miami -Dade County Attorney Office Stephen P. Clark Center 111 N.W. 1st Street Suite 2800 Miami, Florida 33128 DECLARATION OF RESTRICTIONS THIS DECLARATION OF RESTRICTIONS (the "Declaration") is made as of , 2013 by and between Miami -Dade County, Florida, a political subdivision of the State of Florida (the "County") and the Southeast Overtown/Park West Community Redevelopment Agency, a public agency and body corporate to Section 163.356, Florida Statutes (the "CRA"). RECITALS A. The County and the CRA hold or claim fee simple title interest in and to the land in Miami -Dade County, Florida, legally described in Exhibit "A" attached hereto and made a part hereof (the "Property"). C. In accordance with the terms of the settlement agreement dated as of , 2013 by and between the City of Miami, a municipal corporation (the "City"), the County and the CRA (the "Settlement Agreement"), the County has agreed to quit claim its interest in the Property to the CRA after the recordation of this Declaration. D. The City has quit claimed its interest in the Property to the CRA. NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the County and the CRA, as the current owners of the Property, agree as follows: 1. Recitals. The recitals to the Declaration are true and correct and incorporated herein by reference. 2. Development Restrictions. The CRA and the County agree that the project (the "Project") to be developed on the Property shall consist of: (a) a retail, office, hotel and/or permitted institutional component containing a minimum of 150,000 square feet and a minimum B-1 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. of structural parking spaces no less than as required by the applicable building codes (the "Retail Component") and (b) residential housing, consisting of a minimum of sixty (60) units and at least the minimum number of parking spaces required to comply with the applicable building codes (the "Residential Component"). The Developer Opportunity, as hereinafter defined, shall require the Developer to indicate the location on the Property of the Retail Component and the Residential Component. 3. Residential Restrictions. (a) The CRA and the County agree that, with respect to the Residential Component: (i) ten percent (10%) of such units comprising the Residential Component shall be made available for individuals and/or families earning thirty percent (30%) or less of the AMI; (ii) seventy percent (70%) of such units comprising the Residential Component shall be made available for individuals and/or families earning more than thirty percent (30%) of AMI up to eighty percent (80%) of AMI; and (iii) twenty percent (20%) of such units comprising the Residential Component shall be made available for individuals and/or families earning more than eighty percent (80%) of AMI and less than one hundred forty percent (140%) of AMI. (b) "AMI" shall mean the median family income for Miami -Dade County as published annually by the U.S. Department of Housing and Urban Development. (c) In the event that Developer, ( as hereinafter defined, exceeds the requirements in Section 3(A)(i) same will reduce the requirement with respect to Section 3(A)(ii). (d) In the event Developer exceeds the requirements in Section 3(A)(i) and 3(A)(ii), in the aggregate, same will reduce the requirements in Section 3(A)(iii) (i.e., if the percentage of units comprising the Residential Component meeting the requirement of Sections 3(A)(i) and 3(A)(ii) exceeds eighty percent (80%), the percentage of units comprising the Residential Component which meet the requirements of Section 3(A)(iii) shall be reduced accordingly. (e) The CRA shall endeavor to select a Developer, who will attempt to exceed the minimum standards set forth in Sections 3(A)(i) and 3(A)(ii) above (i.e. maximize the percentage of the units comprising Residential Component made available to individuals and/or families earning less than eighty percent (80%) of AMI). 4. Selection of Developer. The CRA shall conduct a solicitation, in accordance with Section 163.380, Florida Statutes, (the "Development Opportunity") to select a developer for the Project (the "Developer") in accordance with the terms of the Settlement Agreement. The CRA shall, within five days of the selection of the Developer by the Board of Commissioners of the CRA, advise the County by hand delivery or by certified mail, return receipt requested, addressed to the County Mayor or its designee (the "Notice") of the Developer selected by the Board of Commissioners of the CRA pursuant to the Developer Opportunity. The Notice shall be deemed delivered to the County on the day hand delivered or the date the return receipt is executed. In such event, the Board of County Commissioners must approve or reject the Developer selected by the Board of Commissioners of the CRA and consider any proposed B-2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. variances to this Declaration as provided in Section 23 within forty five (45) days from the date of delivery of the Notice (unless the Commission is in recess during such period in which instance an additional day will be added for each day of recess) (the "Approval Period"). If the Board of County Commissioners does not approve or reject the Developer selected by the CRA and consider any proposed variances to this Declaration within the Approval Period, the selection by the CRA and any proposed variances to this Declaration shall be deemed approved by the Board of County Commissioners. In the event the Board of County Commissioners rejects the Developer selected by the CRA within the Approval Period, the CRA shall issue a new Developer Opportunity within thirty (30) days from the date of such rejection. The process shall continue until the Developer is approved or deemed approved by the Board of County Commissioners. The Development Opportunity will require the Developer to diligently pursue the simultaneous development of the Residential Component and the Retail Component, with a preference on completion of the Retail Component first. The Development Opportunity shall not require that any component or phase of the Project be completed before construction on another component or phase can commence. 5. Development Agreement. The CRA shall enter into a development agreement (the "Development Agreement") with the Developer, approved or deemed approved by the Board of County Commissioners within ninety (90) days from the date the Developer is approved or deemed approved by the Board of County Commissioners. If the CRA does not enter into the Development Agreement with the Developer approved or deemed approved by the Board of County Commissioners within the ninety (90) day period, the CRA shall terminate negotiations with such Developer and issue a new Developer Opportunity within thirty (30) days from the end of such ninety (90) day period. 6. Land Use and Zoning Approvals. The Developer shall obtain all applicable land use and zoning approvals for the Project (the "Approvals") within two years from the recordation of this Declaration. The CRA shall convey the Property by deed to the Developer prior to the Developer commencing construction. 7. Construction. The Developer must commence vertical construction (defined as physical structures of the Retail Component actually being constructed on the Property pursuant to applicable permits) within three years from the recordation of this Declaration. The Developer must substantially complete construction of the Retail Component within twenty-four (24) months after commencement of vertical construction of the Retail Component (the "Retail Completion Date"). The Developer shall commence vertical construction (defined as physical structures of the Residential Component actually being constructed on the Property pursuant to applicable permits) of the Residential Component within three years from the recordation of this Declaration and must substantially complete construction of the Residential Component within twenty four (24) months after commencement of vertical construction of the Residential Component (the "Residential Completion Date"). The Retail Completion Date and the Residential Completion Date shall be evidenced by one or more temporary or permanent certificates of occupancy (or their equivalent) for all buildings comprising the particular component. Both the Retail Completion Date and Residential Completion Date shall automatically be extended one day for each day of Unavoidable Delay provided the Executive Director of the CRA concurs with the Developer that an Unavoidable Delay has occurred and the County (by its Major or Mayor's designee) agree that an Unavoidable Delay has occurred, which B-3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. approval by the County shall not be unreasonably withheld. The term "Unavoidable Delay" means delays due to area wide strikes, acts of God, floods, hurricanes, casualties, fires, acts of the public enemy and governmental moratoriums. The term Unavoidable Delay shall not include delays caused by any other source, including but not limited to a governmental entity acting in its proprietary or regulatory capacity or delays caused by lack of funds. 8. Compensation. A. Beginning thirty (30) days from the issuance of a temporary certificate of occupancy, or its equivalent for the Retail Component, but in no event later than five years from the recordation of this Declaration, the Developer shall separately pay to each of the County and the CRA each year for twenty-five (25) years the greater of (i) a sum of money, commencing at One Hundred Twenty -Two Thousand and No/100 Dollars ($122,000.00) per year on an annual basis for the first five years, and increasing by 3% per year for each year thereafter over the amount for the previous year, or (ii) 2.5% of Gross Rent (the "Project Payment"). The term "Gross Rent" means all monies paid for the occupancy of space within the Retail Component (but also including, but not limited to, any money -generating operations on any portions of the Property whatsoever, such as parking), and including but not limited to flat rent or rent based on a percentage of sales, but shall not include utilities, taxes, or security deposits. Within 90 days from the commencement of the first anniversary of the Project Payment, and every year thereafter for the next twenty four (24) years, the owner of the Retail Component shall submit a "full accounting" of Gross Rent, from the business or businesses located on the Retail Component for the previous year. Full Accounting means an Annual Written Statement, signed by Owner, CEO, or Financial officer of the owner of the Retail Component and certified by it to be true and correct, setting forth the amount of Gross Rent during the preceding year, which statement shall also be duly certified by an independent Certified Public Accountant. The statement referred to herein shall be in such form and style and contain such details and breakdowns as County and CRA may reasonably determine or require. If this Annual Written Statement when multiplied by two and one half percent (2.5%) exceeds the amount of the previous year's Project Payment paid for the period, the difference ("Annual Adjustment") shall be paid immediately by the owner of the Retail Component to the County and the CRA. There shall be no adjustment if the Statement when multiplied by two and one half percent (2.5%) is less than the amount paid as the previous year's Project Payment. County and CRA shall have the right to cause, upon five (5) days' written notice to the owner of the Retail Component, a complete audit to be made by a designated external auditing firm or other certified public accounting firm selected by the County and/or CRA. If the owner of the Retail Component fails to record, maintain, or make available sales supporting documentation as specified above, which failure is not cured within thirty (30) days of receipt of written notice, then the owner of the Retail Component shall be deemed to be in default of this Declaration. B. The term "Project Payment" shall mean the then current annual payment due from the Developer to the County and the CRA pursuant to this paragraph. All subsequent Project Payments shall be due on the anniversary of the first payment. C. In the event Developer fails to make any Project Payment within ten (10) days of when due Developer shall pay to each of the County and the CRA a late fee equal to five percent (5%) of the Project Payment then due. B-4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. D. In the event that Developer fails to make any Project Payment within thirty (30) days of when due such Project Payment shall bear interest at twelve percent (12%) per annum from the date due until paid. E. Nothing contained herein shall prevent or otherwise prohibit either the CRA or the County (through their Boards), upon application by the Developer, from waiving their rights to one or more Project Payments, including portions of Project Payments, or penalties thereon. In such event, the approval of the CRA shall not be required if the County chooses to waive its rights, nor shall the approval of the County be required in the event the CRA elects to waive its rights. 9. Developer Default. A. In the event the Developer (i) does not obtain the Approvals in the timeframe provided in Section 6 of this Declaration, (ii) fails to achieve substantial completion of the Retail Component by the Retail Completion Date, as same may be extended as a result of Unavoidable Delays, (iii) fails to achieve substantial completion of the Residential Component by the Residential Completion Date, as same may be extended as a result of Unavoidable Delays, or (iv) fails to make any Project Payment when due, the CRA and/or the County (as applicable) may declare the Developer in default by sending a Notice of Default (the "Default Notice"). The Default Notice shall be hand delivered to the Developer or mailed to the Developer by certified mail, return receipt requested. The Default Notice shall be deemed delivered upon the date received if hand delivered, or if mailed, on the date the return receipt is executed or the date delivery is refused. Upon receipt, or deemed receipt, of the Default Notice, the Developer shall have ninety (90) days to cure (the "Default Cure Period"). Extensions of the Default Cure Period shall not be unreasonably withheld, conditioned or delayed for good cause shown, in the sole discretion of the Executive Director of the CRA if the CRA has issued the Default Notice, or in the sole discretion of the Mayor or the Mayor's designee if the County has issued the Default Notice. B. In the event the Default Notice is issued pursuant to Section 9(A)(i), the Developer may extend the timeframe in which to obtain the Approvals for six (6) months by paying to each of the County and the CRA Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) on or before the end of the Default Cure Period, as same may have been extended in accordance with the last sentence of Section 9(A). The extension of the Approval Period pursuant to this Section 9(B) to cure a default pursuant to Section 9(A)(i) is a one time right of the Developer and may not be utilized in connection with any subsequent default pursuant to Section 9(A)(i). C. In the event the Default Notice is issued pursuant to Section 9(A)(ii), the Developer may extend the Retail Completion Date, as same may have been extended as a result of Unavoidable Delays, for an additional six (6) months by paying to each of the County and the CRA Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) on or before the end of the Default Cure Period, as same may have been extended in accordance with the last sentence of Section 9(A). The extension of the Retail Completion Date pursuant to this Section 9(C) to cure a default pursuant to Section 9(A)(ii) is a one time right of the Developer and may not be utilized in connection with any subsequent default pursuant to Section 9(A)(ii). B-5 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. D. In the event the Default Notice is issued pursuant to Section 9(A)(iii), the Developer may extend the Residential Completion Date, as same may have been extended as a result of Unavoidable Delays, for an additional six (6) months by paying to each of the County and the CRA Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) on or before the end of the Default Cure Period, as same may have been extended in accordance with the last sentence of Section 9(A). The extension of the Residential Completion Date pursuant to this Section 9(D) to cure a default pursuant to Section 9(A)(iii) is a one time right of the Developer and may not be utilized in connection with any subsequent default pursuant to Section 9(A)(iii). E. In the event the Default Notice is issued pursuant to 9(A)(i) (ii) or (iii) of this Declaration, and is not cured prior to the end of the Default Cure Period, as same may be extended, in accordance with the last sentence of Section 9(A), title to any portion(s) of the Property which have not been improved with buildings shall automatically revert back to the CRA, subject to the rights of the County set forth in the Declaration and Settlement Agreement and pending the selection of another Developer as set forth therein (the "Reverter Property"). F. If the Default Notice is issued pursuant to Section 9(A)(iv) and same is not cured within the Default Cure Period, then all remaining Project Payments together with a fifteen percent (15%) penalty shall be automatically accelerated and shall be deemed immediately due and payable to the County and the CRA. In such event, the County and the CRA shall have the right to pursue any and all remedies against the Developer for the outstanding amounts. G. The Developer shall be liable to the County and the CRA for all reasonable attorneys fees and costs incurred by the County and the CRA as a result of a Developer Default. H. Any payments made to the County and the CRA pursuant to Section 9(B), 9(C) and 9(D) shall not constitute a Project Payment and shall not be credited against any Project Payment. 10. Reverter RFP. In the event any portion of the Property reverts to the CRA, the CRA shall issue a new Developer Opportunity with respect to the Reverter Property, in accordance with Section 4 of the Declaration, within ninety (90) days from the date the CRA acquires the Reverter Property, and shall provide Notice to the County of the Developer selected for its Approval as set forth herein and in the Settlement Agreement. In the event the Board of County Commissioners rejects the Developer selected by the CRA within the new Approval Period, the CRA shall issue a new Developer Opportunity within thirty (30) days from the date of such rejection. The process shall continue until the Developer is approved or deemed approved by the Board of County Commissioners. The CRA shall enter into a Development Agreement with the Developer approved or deemed approved by the Board of County Commissioners within ninety (90) days of the date the Developer is approved or deemed approved by the Board of County Commissioners. If the CRA does not enter into the Development Agreement with the Developer approved or deemed approved by the Board of County Commissioners within the ninety (90) day period, the CRA shall terminate negotiations with such Developer and issue a New Developer Opportunity within thirty (30) days of the end of such ninety (90) day period. The new Developer shall be bound by the terms of this Declaration. To the extent that any portion of the Property reverts to the CRA after six (6) years B-6 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. from the date of the recordation of this Declaration, then, in such event, same shall revert from the CRA to the County upon written notice from the County to the Executive Director of the CRA, free and clear of all claims by the CRA and any Developer and free and clear of this Declaration. If requested by the County, the CRA shall convey such portion of the Property to the ,County by quit claim deed. In the event of such reversion, this Declaration shall then automatically terminate. 11. Notwithstanding any other provision set forth herein, in the event that vertical construction (defined as physical structures actually being constructed on the Property pursuant to the applicable permits) has not commenced on the Property within three years from the date of the recording of this Declaration, then the Property shall revert to the County upon written notice by the County to the Executive Director of the CRA at any time prior to the commencement of the vertical construction. If requested by the County, the CRA shall provide the County with a special warranty deed transferring all title and interest in and to the Property to the County, free and clear of all claims and encumbrances and free and clear of this Declaration, which the County shall record. However, such reverter shall become effective upon receipt by the CRA of the written notice of the exercise of the reverter, regardless of the special warranty deed. In the event of such reversion, this Declaration shall then automatically terminate, and notice of same may be recorded by the County. 12. No Limitation of Remedies. Nothing contained herein shall be construed as limiting the rights and remedies of the County, the City or the CRA set forth in the Settlement Agreement. 13. County Inspection. Prior to completion of construction of the Project, the County and the CRA shall have the right, but not the obligation, at any time during normal business hours, to enter and inspect the Property to determine whether the requirements of this Declaration are being complied to by the Developer. 14. Covenant Running with the Land. This Declaration shall constitute a covenant running with the land and shall be binding on the CRA and its successors and assigns having an interest in the Property. This Declaration is for the benefit of, and limitation upon, all present and future owners of the Property and for the benefit of the County and the CRA. 15. Term. This Declaration is to run with the land for a period of thirty (30) years and shall be automatically extended for additional ten (10) year periods until thirty (30) years from the issuance of the last temporary certificate of occupancy (or its equivalent) for the last building comprising the Project. 16. Modification. Provided that the Developer is not in default beyond the applicable grace periods and is current with all of its payment obligations to the CRA and the County, this Declaration may be modified, amended or released with respect to the Property, or any portion thereof, by written instrument executed and recorded by the then owner(s) of the fee simple title to the Property, the CRA and the County with the approval of the respective Boards of the CRA and the County. Notwithstanding the foregoing, the Executive Director of the CRA (the "Executive Director") may unilaterally, without the consent of the County being required, modify this Declaration with respect to the following quantifiable requirements, by an amount B-7 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. not to exceed 10 percent of such number or 10 percent of such percentages, as follows: (a) the number of square feet, and number of residential units in Section 2 and (b) the time frame set forth in Section 6 and 7. Additionally, the Executive Director may modify this Declaration in any other non -substantive manner without the consent of the County, provided such modifications are in writing. Any modifications, amendments, or releases shall be evidenced by a recorded amendment to this Declaration executed by all required parties thereto. 17. Successor to the CRA. In the event of a termination of the CRA, the City shall be successor to CRA for all purposes under this Declaration. In such event, all references in this Declaration to the CRA shall be deemed references to the City, all references in this Declaration to the approval by the Board of the CRA shall be deemed references to the Board of the City and all references in this Declaration to the Executive Director of the CRA shall be deemed references to the Mayor of the City for all purposes under the Declaration. Any Developer, other than the City, the County, and the CRA, may not assign, convey, or transfer the right to develop the Property, or any portion thereof, without written approval by the respective Boards of the County and the CRA, which may be withheld in their sole and absolute discretion, unless such consent is not required under the Settlement Agreement. To the extent that such entity is controlled by the Developer, in lieu of the foregoing, the County Mayor or County Mayor's designee together with the Executive Director may approve same in writing. Notwithstanding the foregoing, upon the issuance of a Certificate of Occupancy (CO) (or its equivalent) for the Retail Component or any portion thereof or the Residential Component, or any portion thereof, the Developer is permitted to transfer any interest in that completed Component of the Property subject to any remaining financial obligation to the CRA or County. 18. Enforcement. The County and the CRA shall be entitled to enforce this Declaration against any person violating or attempting to violate, any of the terms and provisions contained in this Declaration by appropriate action at law or in equity. The prevailing party in any action or suit pertaining to or arising out of this Declaration 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 an attorney. This Section shall be in addition to any other remedies available at law, in equity, or both, and including the enforcement rights set forth in the Settlement Agreement. 19. Election of Remedies. All rights, remedies and privileges granted herein shall be deemed to be cumulative and the exercise of any one or more shall neither be deemed to constitute an election of remedies, nor . shall it preclude the party exercising the same from exercising such other additional rights, remedies or privileges. 20. Severability. Invalidation of any one of these covenants, by judgment of Court, shall not affect any of the other provisions which shall remain in full force and effect. 21. Sovereign Rights. The Developer and its successors, and assigns acknowledge that this Declaration does not obligate the County, the City and the CRA in any manner other than as specifically set forth herein. The County, the City, and the CRA shall not be liable to any other person for the exercise of its governmental authority, regulatory powers, and/or police powers. The County, the City and the CRA retain all of their sovereign prerogatives and rights under Florida laws, and shall in no way be estopped or otherwise prevented from withholding or B-8 "THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. refusing to issue any approvals of applications, or be liable for same, or to grant any approvals of applications for building, zoning, planning or development under present or future laws and ordinances of whatever nature. 22. Governing Law. This Declaration shall be construed and governed in accordance with the laws of the State of Florida, without application of conflict of laws principles. Venue shall be in the Circuit Court in and for Miami -Dade County, Florida or the Federal District Court of the Southern District of Florida. 23. Variance. In the event the Developer selected by the CRA in response to the Developer Opportunity proposed variance from the requirements of the Declaration, which variances have been approved by the Board of Commissioners of the CRA in light of market conditions and information provided by the Developer, the Board of County Commissioners shall consider such variances at the time the Board of County Commissioners is requested by the CRA to approve the Developer and such variances shall be outlined to the County in the Notice to the County. The County agrees to consider such variances at the time it acts on the approval of the Developer, with no obligation on the part of the Board of County Commissioners to approve any such variances from the Declaration, which shall be in the sole discretion of the Board of County Commissioners. The variances shall be deemed considered, if they are included in the documentation submitted for the Board of County Commissioner's consideration by the CRA. If the Board of County Commissioners approves, or is deemed to approve, the Developer and some or all of the variances requested by the Developer, the County and the CRA shall execute and record an amendment to the Declaration to reflect the variances approved, or deemed approved, by the Board of County Commissioners. 24. To the extent that this Declaration requires construction, and regardless of the notation of the "preparer" contained upon same, both the CRA and the County equally participated in the drafting of this Declaration, and accordingly, such document shall not be construed in favor of, or against, either party. [SIGNATURE PAGES TO FOLLOW] B-9 THIS DOCUMENT IS A SUBSTITUTION ' TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS I DOCUMENT. IN WITNESS THEREOF the County and the CRA have executed this Declaration as of the date first above written. Witnesses: CRA: Southeast Overtown/Park West Community Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes By: Printed Name: Clarence E. Woods, III Executive Director Printed Name: ATTEST: Clerk of the Board By: Approved for legal sufficiency By: William R. Bloom, Esq. Holland & Knight LLP Special Counsel Witnesses: COUNTY: Printed Name: Printed Name: MIAMI-DADE COUNTY, a political subdivision of the State of Florida By: ATTEST: Harvey Ruvin, Clerk By: Deputy Clerk Approved for legal sufficiency County Attorney By: B-10 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. STATE OF FLORIDA ) ) ss. COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of , 2013, by Clarence E. Woods, III, Executive Director of the Southeast Overtown/Park West Community Redevelopment Agency, on behalf of the Agency. He is personally known to me or has produced as identification. (SEAL) Notary Public -State of Commission Number: B-11 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Exhibit A Legal Description Lots 1 through 12 inclusive, Block 45, NORTH, CITY OF MIAMI, according to the Plat thereof as recorded in Plat Book "B" at Page 41 of the Public Records of Miami -Dade County, Florida. Lots 1 through 12 inclusive, Block 56, NORTH, CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book "B" at Page 41 of the Public Records of Miami -Dade County, Florida. B-12 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT C BLOCK 36 DECLARATION OF RESTRICTIVE COVENANT This Instrument was prepared by Debra Herman, Esq. Miami -Dade County Attorney Office Stephen P. Clark Center 111 N.W. 1st Street Suite 2800 Miami, Florida 33128 DECLARATION OF RESTRICTIONS THIS DECLARATION OF RESTRICTIONS (the "Declaration") is made as of , 2013 by and between Miami -Dade County, Florida, a political subdivision of the State of Florida.,(the "County") and the Southeast Overtown/Park West Community Redevelopment Agency, a public agency and body corporate to Section 163.356, Florida Statutes (the "CRA"). RECITALS A. The County and the CRA hold or claim fee simple title interest in and to the land in Miami -Dade County, Florida, legally described in Composite Exhibit "1" attached hereto (the "Property"). B. In accordance with the terms of the settlement agreement dated as of , 2013 by and between the City of Miami, a municipal corporation (the "City"), the County and the CRA (the "Settlement Agreement"), the County has agreed to quit claim its interest in the Property to the CRA after the recordation of this Declaration. C. The City has quit claimed its interest in the Property to the CRA. NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the County and the CRA, as the current owners of the Property, agree as follows: 1. Recitals. The recitals to the Declaration are true and correct and incorporated herein by reference. 2. Development Restrictions. The CRA and the County agree that the Property shall be developed as (a) a retail, office, hotel and/or permitted institutional component containing a minimum of 30,000 square feet and a sufficient number of parking spaces not less than as C-1 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. required by the applicable building codes, (the "Retail Component") and (b) a parking garage containing a minimum of three hundred (300) parking spaces (the "Parking Component") of which up to fifty (50) parking spaces may be utilized to satisfy the parking required for the Retail Component in 2(a) (collectively the "Project"). If the Parking Component includes any office space and/or a retail liner exceeding 5,000 square feet then, up to 5,000 square feet can be deemed to reduce the minimum 30,000 square foot requirement of the Retail Component. The lot coverage of the Parking Component will not exceed (i) the maximum required by the applicable zoning code; or (ii) fifty percent (50%), whichever is less. 3. Selection of Developer. The County agrees that no approval from the County shall be required if the CRA enters into the Block 36 Development Agreement, as defined in the Settlement Agreement, with The Gatehouse Group, LLC, a Commonwealth of Massachusetts limited liability company ("Gatehouse"), or its affiliate. If the CRA finalizes the Block 36 Development Agreement with Gatehouse, or its affiliate, Gatehouse, or its affiliate, shall be deemed the Developer for the purpose of this Declaration. If the CRA and Gatehouse are not able to finalize the Block 36 Development Agreement on terms acceptable to the CRA, then with thirty (30) days from the date the CRA terminates negotiations with Gatehouse, the CRA shall conduct a solicitation, in accordance with Section 163.380, Florida Statutes, (the "Development Opportunity") to select a developer for the Project (the "Developer") in accordance with the terms of the Settlement Agreement. The CRA shall, within five days of the selection of the Developer by the Board of Commissioners of the CRA, advise the County by hand delivery or by certified mail, return receipt requested, addressed to the County Mayor or its designee (the "Notice") of the Developer selected by the CRA .pursuant to the Developer Opportunity and any proposed variances to the Declaration. The Notice shall be deemed delivered to the County on the day hand delivered or the date the return receipt is executed. In such event, the Board of County Commissioners must approve or reject the Developer selected by the CRA and consider any proposed variances to the Declaration as provided in Section 15 within forty five (45) days from the date of delivery of the Notice (unless the Commission is in recess during such period in which instance an additional day will be added for each day of recess) (the "Approval Period"). If the Board of County Commissioners does not approve or reject the Developer selected by the CRA within the Approval Period, the selection by the CRA and the proposed variances to this Declaration shall be deemed approved by the Board of County Commissioners. In the event the Board of County Commissioners rejects the Developer selected by the CRA within the Approval Period, the CRA shall issue a new Developer Opportunity within thirty (30) days from the date of such rejection. The process shall continue until the Developer is approved or deemed approved by the Board of County Commissioners. The Development Opportunity will require the Developer to diligently pursue the simultaneous development of the Parking Component and the Retail Component, with a preference on completion of the Parking Component first. The Development Opportunity shall not require that any component or phase of the Project be completed before construction on another component or phase can commence. 4. Development Agreement. The CRA shall enter into a development agreement (the "Development Agreement") with the Developer, approved or deemed approved by the Board of County Commissioners within ninety (90) days from the date the Developer is approved or deemed approved by the Board of County Commissioners. If the CRA does not enter into the Development Agreement with the Developer approved or deemed approved by the Board of County Commissioners within the ninety (90) day period, the CRA shall terminate C-2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. negotiations with such Developer and issue a new Developer Opportunity within thirty (30) days from the end of such ninety (90) day period. 5. The Developer shall obtain all applicable land use and zoning approvals for the Project (the "Approvals") within the earlier of (i) twelve months from the recording of this Declaration if the CRA has executed a proposed Development Agreement with Gatehouse or its affiliate (which effectiveness would be contingent on this Settlement) or (ii) two years from the recordation of this Declaration. The CRA shall convey the Property (excluding solely that portion of the property to be utilized for the Parking Component) by deed to the Developer prior to the Developer commencing vertical construction of the Retail Component. 6. Construction. The Developer must commence vertical construction (defined as physical structures actually being constructed on the Property pursuant to applicable permits) of the Retail Component and the Parking Component within two years from the recordation of this Declaration if Gatehouse or its affiliate is the developer, or within three years from the recordation of this Declaration if the developer is not Gatehouse or its affiliate. The Developer must substantially complete construction of the Retail Component within twenty-four (24) months from commencement of vertical construction of the Retail Component (the "Retail Completion Date"). The Developer must substantially complete construction of the Parking Component within twenty four (24) months from commencement of vertical construction of the Parking Component (the "Parking Completion Date"). The Retail Completion Date and the Parking Completion Date shall be evidenced by one or more temporary or permanent certificates of occupancy (or their equivalent) for all buildings comprising the particular component. Both the Retail Completion Date and Parking Completion Date shall automatically be extended one day for each day of Unavoidable Delay provided the Executive Director of the CRA concurs with the Developer that an Unavoidable Delay has occurred and the County (by its Major or Mayor's designee) agree that an Unavoidable Delay has occurred, which approval by the County shall not be unreasonably withheld. The term "Unavoidable Delay" means delays due to area wide strikes, acts of God, floods, hurricanes, casualties, fires, acts of the public enemy and governmental moratoriums. The term Unavoidable Delay shall not include delays caused by any other source, including but not limited to a governmental entity acting in its proprietary or regulatory capacity or delays caused by lack of funds. 7. Developer Default. A. In the event the Developer (i) does not obtain the Approvals in the timeframe provided in Section 5 of this Declaration, (ii) fails to achieve substantial completion of the Retail Component by the Retail Completion Date, as same may be extended as a result of Unavoidable Delays, (iii) fails to achieve substantial completion of the Parking Component by the Parking Completion Date, as same may be extended as a result of Unavoidable Delays, or (iv) fails to make any Project Payment when due (as defined in Paragraph 17 herein), the CRA and the County (as applicable) may declare the Developer in default by sending a Notice of Default (the "Default Notice"). The Default Notice shall be hand delivered to the Developer or mailed to the Developer by certified mail, return receipt requested. The Default Notice shall be deemed delivered upon the date received if hand delivered, or if mailed, on the date the return receipt is executed or the date delivery is refused. Upon receipt, or deemed receipt, of the Default Notice, the Developer shall have ninety (90) days to cure (the "Default Cure Period"). C-3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Extensions of the Default Cure Period for good cause shown shall be in the sole discretion of the CRA if the CRA has issued the Default Notice, or in the sole discretion of the County if the County has issued the Default Notice. B. In the event the Default Notice is issued pursuant to Section 7(A)(i), the Developer may extend the timeframe in which to obtain the Approvals for six (6) months by paying to each of the County and the CRA Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) on or before the end of the Default Cure Period, as same may have been extended in accordance with the last sentence of Section 7(A). The extension of the Approval Period pursuant to this Section 7(B) to cure a default pursuant to Section 7(A)(i) is a one time right of the Developer and may not be utilized in connection with any subsequent default pursuant to Section 7(A)(i). C. In the event the Default Notice is issued pursuant to Section 7(A)(ii), the Developer may extend the Retail Completion Date, as same may have been extended as a result of Unavoidable Delays, for an additional six (6) months by paying to each of the County and the CRA Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) on or before the end of the Default Cure Period, as same may have been extended in accordance with the last sentence of Section 7(A). The extension of the Retail Completion Date pursuant to this Section 7(C) to cure a default pursuant to Section 7(A)(ii) is a one time right of the Developer and may not be utilized in connection with any subsequent default pursuant to Section 7(A)(ii). D. In the event the Default Notice is issued pursuant to Section 7(A)(iii), the Developer may extend the Parking Completion Date, as same may have been extended as a result of Unavoidable Delays, for an additional six (6) months by paying to each of the County and the CRA Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) on or before the end of the Default Cure Period, as same may have been extended in accordance with the last sentence of Section 7(A). The extension of the Parking Completion Date pursuant to this Section 7(D) to cure a default pursuant to Section (A)(iii) is a one time right of the Developer and may not be utilized in connection with any subsequent default pursuant to Section 7(A)(iii). E. In the event the Default Notice is issued pursuant to 7(A)(i) (ii) or (iii) of this Declaration, and is not cured prior to the end of the Default Cure Period, as same may be extended, in accordance with the last sentence of Section 7(A), title to any portion(s) of the Property which have not been improved with buildings shall automatically revert back to the CRA, subject to the rights of the County set forth in the Declaration and Settlement Agreement and pending the selection of another Developer as set forth therein (the "Reverter Property"). F. If the Default Notice is issued pursuant to Section 7(A)(iv) and same is not cured within the Default Cure Period, then all remaining Project Payments together with a fifteen percent (15%) penalty shall be automatically accelerated and shall be deemed immediately due and payable to the County and the CRA. In such event, the County and the CRA shall have the right to pursue any and all remedies against the Developer for the outstanding amounts. G. The Developer shall be liable to the County and the CRA for all reasonable attorneys fees and costs incurred by the County and the CRA as a result of a Developer Default. C-4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. H. Any payments made to the County and the CRA pursuant to Sections 7(B), 7(C) and 7(D) shall not constitute a Project Payment and shall not be credited against any Project Payment. 8. Reverter RFP. In the event any portion of the Property reverts to the CRA, the CRA shall issue a new Developer Opportunity with respect to the Reverter Property, in accordance with Section 3 of the Declaration, within ninety (90) days from the date the CRA acquires the Reverter Property, and shall provide Notice to the County of the Developer selected for its Approval as set forth herein and in the Settlement Agreement. In the event the Board of County Commissioners rejects the Developer selected by the CRA within the new Approval Period, the CRA shall issue a new Developer Opportunity within thirty (30) days from the date of such rejection. The process shall continue until the Developer is approved or deemed approved by the Board of County Commissioners. The CRA shall enter into a Development Agreement with the Developer approved or deemed approved by the Board of County Commissioners within ninety (90) days of the date the Developer is approved or deemed approved by the Board of County Commissioners. If the CRA does not enter into the Development Agreement with the Developer approved or deemed approved by the Board of County Commissioners within the ninety (90) day period, the CRA shall terminate negotiations with such Developer and issue a New Developer Opportunity within thirty (30) days of the end of such ninety (90) day period. The new Developer shall be bound by the terms of this Declaration. To the extent that any portion of the Property reverts to the CRA after six (6) years from the date of recordation of this Declaration, then, in such event, if such portion of the Property that reverts to the CRA same shall revert from the CRA to the County upon written notice from the County to the Executive Director of the CRA, free and clear of all claims by the CRA and any Developer and free and clear of this Declaration. If requested by the County, the CRA shall convey such portion of the Property to the County by quit claim deed. In the event of such reversion to the County, this Declaration shall then automatically terminate. Notwithstanding the foregoing, if the Parking Component has been completed, title to the Parking Component shall remain vested in the CRA 9. Notwithstanding any other provision set forth herein, in the event that vertical construction (defined as physical structures actually being constructed on the Property) has not commenced on the Property within two years from the date of the -recording of this Declaration if the developer is Gatehouse or its affiliate, or three years from the date of the recording of this Declaration if the developer is any other entity, the Property shall revert to the County upon written notice by the County to the Executive Director of the CRA at any time prior to the commencement of the vertical construction. If requested by the County, the CRA shall provide the County with a special warranty deed transferring all right, title and interest in and to the Property to the County, free and clear of all claims and encumbrances and free and clear of this Declaration, which the County shall record. However, such reverter shall become effective upon receipt by the CRA of the written notice of the exercise of the reverter, regardless of the special warranty deed. In the event of such reversion, this Declaration shall then automatically terminate, and notice of same may be recorded by the County. 10. Modification. Provided that the Developer is not in default beyond the applicable grace periods and is current with all of its payment obligations to the CRA and the County, this Declaration may be modified, amended or released with respect to the Property, or any portion C-5 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. thereof, by written instrument executed and recorded by the then owner(s) of the fee simple title to the Property, the CRA and the County with the approval of the respective Boards of the CRA and the County. Notwithstanding the foregoing, the Executive Director of the CRA (the "Executive Director") may unilaterally, without the consent of the County being required, modify this Declaration with respect to the following quantifiable requirements, by an amount not to exceed 10 percent of such number or 10 percent of such percentages, as follows: (a) the number of parking spaces in Section 2; (b) the time frames set forth in Sections 5 and 6; and (c) the number of retail square feet in Section 2. Additionally, the Executive Director may modify this Declaration in any non -substantive manner without the consent of the County, provided such modifications are in writing. Any modifications, amendments, or releases shall be evidenced by a recorded amendment to this Declaration executed by all required parties thereto. 11. No Limitation of Remedies. Nothing contained herein shall be construed as limiting the rights and remedies of the County, the City or the CRA set forth in the Settlement Agreement. 12. County Inspection. Prior to completion of construction of the Project, the County and the CRA shall have the right, but not the obligation, at any time during normal business hours, to enter and inspect the Property to determine whether the requirements of this Declaration are being complied to by the Developer. 13. Covenant Running with the Land. This Declaration shall constitute a covenant running with the land and shall be binding on the CRA and its successors and assigns having an interest in the Property. This Declaration is for the benefit of, and limitation upon, all present and future owners of the Property and for the benefit of the County and the CRA. 14. Term. This Declaration is to run with the land for a period of thirty (30) years and shall be automatically extended for additional ten (10) year periods until the payment of the last Project Payment pursuant to Section 17 has been paid by the Developer. 15. Variance. In the event the Developer selected by the CRA in response to the Developer Opportunity proposed variance from the requirements of this Declaration (including but not limited to Gatehouse and its affiliates), which variances have been approved by the Board of Commissioners of the CRA in light of market conditions and information provided by the Developer, the Board of County Commissioners shall consider such variances at the time the Board of County Commissioners is requested by the CRA to approve the Developer and such variances shall be outlined to the County in the Notice to the County. To the extent that Gatehouse or its affiliates request a variance from the Declaration, such variance must be approved in the same manner and in the same timeframes, as the approval of the Developer. The County agrees to consider such variances at the time it acts on the approval of the Developer (or the approval of Gatehouse's proposed variance, if any), with no obligation on the part of the Board of County Commissioners to approve any such variances from this Declaration, which shall be in the sole discretion of the Board of County Commissioners. The variances shall be deemed "considered if they are included in the documentation submitted for the Board of County Commissioner's consideration by the CRA. If the Board of County Commissioners approves, or is deemed to approve, the Developer and some or all of the variances requested by the C-6 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Developer, the County and the CRA shall execute an amendment to this Declaration to reflect the variances approved, or deemed approved, by the Board of County Commissioners. 16. Construction. To the extent that this Declaration requires construction, and regardless of the notation of the "preparer" contained upon same, both the CRA and the County equally participated in the drafting of this Declaration, and accordingly, such document shall not be construed in favor of, or against, either party. 17. Compensation. Beginning the earlier of (a) thirty (30) days from the issuance of a temporary certificate of occupancy or its equivalent for the Retail Component or (b) five (5) years from the date of recordation of this Declaration, the Developer shall separately pay to each of the County and the CRA each year for twenty-five (25) years a sum of money commencing with the greater of Thirty Eight Thousand Five Hundred and No/100 Dollars ($38,500.00) per year on an annual basis for the first five years and increasing by 3% per year for each year thereafter over the amount for the previous year, or (ii) 2.5% of the Gross Rent paid by tenants of the Property (the "Project Payment"). "Gross Rent" means all monies paid for the occupancy of space within the Retail Component, (but also including, but not limited to, any money -generating operations associated with the Retail Component including parking revenues paid directly or indirectly to the owner of the Retail Component), and including but not limited to flat rent or rent based on a percentage of sales, but shall not include utilities, taxes, or security deposits. Within 90 days from the commencement of the first anniversary of the Project Payment, and every year thereafter for the next twenty four (24) years, the owner of the Retail Component shall submit a "full accounting" of Gross Rent, from the business or businesses located on the Retail Component for the previous year. Full Accounting means an Annual Written Statement, signed by Owner, CEO, or Financial officer of the owner of the Retail Component and certified by it to be true and correct, setting forth the amount of Gross Rent during the preceding year, which statement shall also be duly certified by an independent Certified Public Accountant. The statement referred to herein shall be in such form and style and contain such details and breakdowns as County and CRA may reasonably determine or require. If this Annual Written Statement when multiplied by two and one half percent (2.5%) exceeds the amount of the previous year's Project Payment paid for the period, the difference ("Annual Adjustment") shall be paid immediately by the owner of he Retail Component to the County and the CRA. There shall be no adjustment if the Statement when multiplied by two and one half percent (2.5%) is less than the amount paid as the previous year's Project Payment. County and CRA shall have the right to cause, upon five (5) days' written notice to the owner of the Retail Component, a complete audit to be made by a designated external auditing firm or other certified public accounting firm selected by the County and/or CRA. If the owner of the Retail Component fails to record, maintain, or make available sales supporting documentation as specified above, which failure is not cured within thirty (30) days of receipt of written notice, then the owner of the Retail Component shall be deemed to be in default of this Declaration. A. The term "Project Payment" shall mean the then current annual payment due from the Developer to the County and the CRA. All subsequent Project Payments shallbe due on the anniversary of the first payment. No Project Payment shall be due with respect to the C-7 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Parking Component; however, any rent derived from the retail liner and/or office space, if any, shall be included in the calculation of Gross Rent attributable to the Retail Component. B. To the extent the gross revenues generated by the Parking Component exceed operating expenses of the Parking Component calculated in accordance with generally accepted accounting principles consistently apply, as confirmed by the CRA's auditors, the owner of the Parking Component shall pay to the County 2.5% of the net revenues derived from the operation of the Parking Component each year on an annual basis for twenty-five (25) years from the issuance of the temporary certificate of occupancy or its equivalent for the Parking Component. C. In the event Developer fails to make the Project Payment within ten (10) days of when due, Developer shall pay each of the County and the CRA a late fee equal to five percent (5%) of the Project Payment then due. D. In the event Developer fails to make any Project Payment within thirty (30) days of when due such Project Payment shall bear interest at 12% per annum from the date due until paid. E. Nothing contained herein shall prevent or otherwise prohibit either the CRA or the County through their Boards upon application by the Developer from waiving their rights to one or more Project Payments, including portions of Project Payments or penalties thereof. In such event, the approval of the CRA shall not be required if the County chooses to waive its rights nor shall approval of the County be required in the event the CRA elects to waive its rights. [SIGNATURE PAGES TO FOLLOW] C-8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN WITNESS THEREOF the County and the CRA have executed this Declaration as of the date first above written. Witnesses: CRA: Southeast Overtown/Park West Community Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes By: Printed Name: Clarence E. Woods, III Executive Director Printed Name: ATTEST: Clerk of the Board By: Approved for legal sufficiency By: William R. Bloom, Esq. Holland & Knight LLP Special Counsel Witnesses: COUNTY: Printed Name: Printed Name: MIAMI-DADE COUNTY, a political subdivision of the State of Florida By: ATTEST: Harvey Ruvin, Clerk By: Deputy Clerk Approved for legal sufficiency County Attorney By: C-9 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. STATE OF FLORIDA ) ss. COUNTY OF MIAMI-DADE The foregoing instrument was . acknowledged before me this day of , 2013, by Clarence E. Woods, III, Executive Director of the Southeast Overtown/Park West Community Redevelopment Agency, on behalf of the Agency. He is personally known to me or has produced as identification. (SEAL) Notary Public -State of Commission Number: C-10 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Exhibit 1 Legal Description Lots 1, 2, 3, 6, 7, 8, 9, 10, 11, 14, 15, 16, 17, 18, 19, 22, 23, 24, 26, 27, 30, 31, 32, 33, 34, 35, 38, 39, 40, 41, 42, 43, 46, 47 and 48 in Block 36 of P. W. WHITE'S RE -SUBDIVISION, according to the Plat thereof, recorded in Plat Book "B" at Page 34 of the Public Records of Miami -Dade County, Florida; LESS AND EXCEPT THEREFROM that portion thereof lying within the Metropolitan Dade County Metrorail right-of-way which is described as follows: Begin at the Southeast corner of said Block 36; thence run S 87°46'59" W, along the South line of said Block 36, for a distance of 1.53 feet; thence run N 04°44'53" W for a distance of 187.90 feet to a point of intersection with the arc of a circular curve concave to the Southwest, the center of which bears S 82°00'08" W from said point of intersection; thence run Northwesterly along the arc of said circular curve concave to the Southwest, having a radius of 987.00 feet, through a central angle of 06°39'50", for an arc distance of 114.79 feet to the point of intersection with the North line of said Block 36; thence run N 87°46'14" E, along the North line of said Block 36, for a distance of 27.71 feet to the Northeast corner of said Block 36; thence run S 02°16'19" E, along the East line of said Block 36, for a distance of 301.01 feet to the Point of Beginning; and LESS AND EXCEPT THEREFROM the West 40 feet of Lots 11, 14, 19, 22, 27, 30, 35, 38, 43 and 46 of Blocks 36 of P.W. White's Resubdivision, recorded in Plat Book "B," at Page 34 of the Public Records of Miami -Dade County, Florida. C-11 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT D CRA Release of County and City RELEASE (Release by the CRA) KNOW ALL MEN BY THESE PRESENTS that the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA") for and in consideration of Ten and 00/100 Dollars ($10.00), and other good and valuable consideration, received from or on behalf of the CITY OF MIAMI, a Florida municipal corporation (the "City") and MIAMI-DADE COUNTY, FLORIDA, a political subdivision of the State of Florida (the "County") and, the receipt and adequacy of which is hereby acknowledged, remises, releases, acquits, satisfies, and forever discharges the City and the County and each of their respective officers, directors, commissioners, agents and employees (collectively, the "Released Parties") of and from all, and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, agreements, promises, damages, judgments, executions, claims and demands whatsoever, in law or in equity, which the CRA ever had, now has, or which the CRA hereafter can, shall or may have, against said Released Parties, for, upon or by reason of any matter, cause or thing whatsoever, from the beginning of the world to the date of these presents relating to or arising out of, directly or indirectly: (i) Matters raised and the matters that could have been raised in the action styled City of Miami, et al. vs. Miami -Dade County Case No. 07-46851 CA 31, filed in the 11 th Judicial Circuit in and for Miami -Dade County, Florida. (ii) Matters raised and matters that could have been raised in the action styled Miami - Dade County, Plaintiff vs. City of Miami and Southeast Overtown/Park West Community Redevelopment Agency, Defendants, Case No. 01-13810 CA08, filed in the l lth Judicial Circuit in and for Miami -Dade County, Florida. This Release is executed in accordance with the terms of that Settlement Agreement dated , 2013 by and between the County, the City and the CRA (the "Settlement Agreement"). This Release shall not release the Released Parties from their respective obligations under the Settlement Agreement or the Declaration of Restrictions executed in connection therewith, which obligations are not subject to this Release. The CRA hereby represents and warrants that the CRA is not relying upon any statements or representations (whether express or implied) of the Released Parties, their employees and attorneys regarding this Release and that the CRA is entering into this Release under their own free will believing that this Release to be in its best interest. The terms of this release are contractual and not.a mere recital. E-1 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL ' CAN BE SEEN AT THE END OF THIS DOCUMENT. This Release shall be governed by and construed in accordance with the laws of the State of Florida. IN WITNESS WHEREOF, the CRA has executed this Release this day of , 2013. SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes By: Clarence E. Woods, III Executive Director Approved as to Form and Correctness Attest: Holland & Knight LLP, Special Counsel Clerk of the Board E-2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT E City Release of County and CRA RELEASE (Release by the City) KNOW ALL MEN BY THESE PRESENTS that the CITY OF MIAMI, a Florida municipal corporation (the "City") for and in consideration of Ten and 00/100 Dollars ($10.00), and other good and valuable consideration, received from or on behalf of MIAMI-DADE COUNTY, FLORIDA, a political subdivision of the State of Florida (the "County") and SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA"), the receipt and adequacy of which is hereby acknowledged, remises, releases, acquits, satisfies, and forever discharges the CRA and the County and each of their respective officers, directors, commissioners, agents and employees (collectively, the "Released Parties") of and from all, and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, agreements, promises, damages, judgments, executions, claims and -,demands whatsoever, in law or in equity, which the City ever had, now has, or which the City hereafter can, shall or may have, against said Released Parties, for, upon or by reason of any matter, cause or thing whatsoever, from the beginning of the world to the date of these presents relating to or arising out of, directly or indirectly: (i) Matters raised and the matters that could have been raised in the action styled City of Miami, et al. vs. Miami -Dade County Case No. 07-46851 CA 31, filed in the l lth Judicial Circuit in and for Miami -Dade County, Florida. (ii) Matters raised and matters that could have been raised in the action styled Miami - Dade County, Plaintiff vs. City of Miami and Southeast Overtown/Park West Community Redevelopment Agency, Defendants, Case No. 01-13810 CA08, filed in the l lth Judicial Circuit in and for Miami -Dade County, Florida. This Release is executed in accordance with the terms of that Settlement Agreement dated , 2013 by and between the County, the City and the CRA (the "Settlement Agreement"). This Release shall not release the Released Parties from their respective obligations under the Settlement Agreement or the Declaration of Restrictions executed in connection therewith, which obligations are not subject to this Release. The City hereby represents and warrants that the City is not relying upon any statements or representations (whether express or implied) of the Released Parties, their employees and attorneys regarding this Release and that the City is entering into this Release under their own free will believing that this Release to be in its best interest. The terms of this release are contractual and not a mere recital. E-3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. This Release shall be governed by and construed in accordance with the laws of the State of Florida. IN WITNESS WHEREOF, the City has executed this Release this day of , 2013. CITY OF MIAMI, FLORIDA, a municipal corporation of the State of Florida By: Johnny Martinez City Manager Approved as to Form and Correctness Attest: Julie O. Bru, City Attorney City Clerk E-4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Prepared by: William R. Bloom, Esq. Holland & Knight LLP 701 Brickell Avenue, Suite 3000 Miami, FL 33131 EXHIBIT F City Deed QUIT CLAIM DEED THIS DEED, made this day of , 2013, between the CITY OF MIAMI, FLORIDA, a municipal corporation of the State of Florida (the "Grantor") and SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "Grantee") whose address is 1490 NW 3`d Avenue, Suite 105, Miami, FL 33136, Attention: Clarence E\. Woods III, Executive Director. WITNESSETH: The Grantor for and in consideration of the sum of Ten Dollars ($10.00) to it in hand pay the Grantee, receipt of which is hereby acknowledged, and other good and valuable consideration, does hereby grant, bargain and sell to the Grantee, its successors and assigns forever, all right, title and interest, if any, of the Grantor in and to the following land situate, lying and being in Miami -Dade County, Florida. See Exhibit "A" attached hereto and made a part hereof (the "Property") This Quit Claim Deed is given in accordance with the terms and conditions of that Settlement Agreement (the "Settlement Agreement") dated , 2013 by and between Grantor, Grantee and Miami -Dade County, a political subdivision of the State of Florida (the "County") and is intended to release all of Grantor's right, title and interest, if any, in the Property without representation or warranty, express or implied, except that this Quit Claim Deed has been duly authorized and executed. F-1 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN WITNESS WHEREOF, the said Grantor has signed and sealed these presents the day and year first above written. Signed, sealed and delivered in our presence: Print Name Print Name CITY OF MIAMI, FLORIDA, a municipal corporation of the State of Florida By: Johnny Martinez City Manager Approved as to Form and Correctness Attest: Julie O. Bru, City Attorney City Clerk STATE OF FLORIDA ) SS COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this _ day of 2013, by Johnny Martinez, as City Manager of the City of Miami, Florida, a municipal corporation of the State of Florida, on behalf of said municipal corporation. He is personally known to me or has produced as identification. NOTARY PUBLIC State of Florida at Large My Commission Expires: F-2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT A Legal Description Lots 1 through 12 inclusive, Block 45, NORTH, CITY OF MIAMI, according to the Plat thereof as recorded in Plat Book "B" at Page 41 of the Public Records of Miami -Dade County, Florida. Lots 1 through 12 inclusive, Block 56, NORTH, CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book "B" at Page 41 of the Public Records of Miami -Dade County, Florida. Lots 1, 2, 3, 6, 7, 8, 9, 10, 11, 14, 15, 16, 17, 18, 19, 22, 23, 24, 26, 27, 30, 31, 32, 33, 34, 35, 38, 39, 40, 41, 42, 43, 46, 47 and 48 in Block 36 of P. W. WHITE'S RE -SUBDIVISION, according to the Plat thereof, recorded in Plat Book "B" at Page 34 of the Public Records of Miami -Dade County, Florida; LESS AND EXCEPT THEREFROM that portion thereof lying within the Metropolitan Dade County Metrorail right-of-way which is described as follows: Begin at the Southeast corner of said Block 36; thence run S 87°46'59" W, along the South line of said Block 36, for a distance of 1.53 feet; thence run N 04°44'53" W for a distance of 187.90 feet to a point of intersection with the arc of a circular curve concave to the Southwest, the center of which bears S 82°00'08" W from said point of intersection; thence run Northwesterly along the arc of said circular curve concave to the Southwest, having a radius of 987.00 feet, through a central angle of 06°39'50", for an arc distance of 114.79 feet to the point of intersection with the North line of said Block 36; thence run N 87°46'14" E, along the North line of said Block 36, for a distance of 27.71 feet to the Northeast corner of said Block 36; thence run S 02° 16' 19" E, along the East line of said Block 36, for a distance of 301.01 feet to the Point of Beginning; and LESS AND EXCEPT THEREFROM the West 40 feet of Lots 11, 14, 19, 22, 27, 30, 35, 38, 43 and 46 of Blocks 36 of P.W. White's Resubdivision, recorded in Plat Book "B," at Page 34 of the Public Records of Miami -Dade County, Florida. F-3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT G County Release of City and CRA KNOW ALL MEN BY THESE PRESENTS that MIAMI-DADE COUNTY, FLORIDA, a political subdivision of the State of Florida (the "County") for and in consideration of Ten and 00/100 Dollars ($10.00), and other good and valuable consideration, received from or on behalf of the CITY OF MIAMI, a Florida municipal corporation (the "City") and SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA"), the receipt and adequacy of which is hereby acknowledged, remises, releases, acquits, satisfies, and forever discharges the CRA and the City and each of their respective officers, directors, ,commissioners, agents and employees (collectively, the "Released Parties") of and from all, and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, agreements, promises, damages, judgments, executions, claims and demands whatsoever, in law or in equity, which the County ever had, now has, or which the County hereafter can, shall or may have, against said Released Parties, for, upon or by reason of any matter, cause or thing whatsoever, from the beginning of the world to the date of these presents relating to or arising out of, directly or indirectly: (i) Matters raised and the matters that could have been raised in the action styled City of Miami, et al. vs. Miami -Dade County Case No. 07-46851 CA 31, filed in the 11 th Judicial Circuit in and for Miami -Dade County, Florida. (ii) Matters raised and matters that could have been raised in the action styled Miami - Dade County, Plaintiff vs. City of Miami and Southeast Overtown/Park West Community Redevelopment Agency, Defendants, Case No. 01-13810 CA08, filed in the 1 lth Judicial Circuit in and for Miami -Dade County, Florida. This Release is executed in accordance with the terms of that Settlement Agreement dated , 2013 by and between the County, the City and the CRA (the "Settlement Agreement"). This Release shall not release the Released Parties from their respective obligations under the Settlement Agreement or the Declaration of Restrictions executed in connection therewith, which obligations are not subject to this Release. The County hereby represents and warrants that the County is not relying upon any statements or representations (whether express or implied) of the Released Parties, their employees and attorneys regarding this Release and that the County is entering into this Release under their own free will believing that this Release to be in its best interest. The terms of this release are contractual and not a mere recital. This Release shall be governed by and construed in accordance with the laws of the State of Florida. H-1 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN WITNESS WHEREOF, the County has executed this Release this day of , 2013. MIAMI-DADE COUNTY, FLORIDA, a MIAMI-DADE COUNTY, FLORIDA, a political subdivision of the State of Florida political subdivision of the State of Florida ATTEST: HARVEY RUVIN, CLERK By: Name: Title: Approved by the County Attorney's Office By: as to form and legal sufficiency Deputy Clerk By: H-2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Prepared by: William R. Bloom, Esq. Holland & Knight LLP 701 Brickell Avenue, Suite 3000 Miami, FL 33131 EXHIBIT H County Deed QUIT CLAIM DEED THIS DEED, made this day of , 2013, between MIAMI-DADE COUNTY, FLORIDA, a political subdivision of the State of Florida (the "County") (the "Grantor") and SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "Grantee") whose address is 1490 NW 3`1 Avenue, Suite 105, Miami, FL 33136, Attention: Clarence E. Woods, III, Executive Director. WITNESSETH: The Grantor for and in consideration of the sum of Ten Dollars ($10.00) to it in hand pay the Grantee, receipt of which is hereby acknowledged, and other good and valuable consideration, does hereby grant, bargain and sell to the Grantee, its successors and assigns forever, all right, title and interest, if any, of the Grantor in and to the following land situate, lying and being in Miami -Dade County, Florida. See Exhibit "A" attached hereto and made a part hereof (the "Property") This Quit Claim Deed is given in accordance with the terms and conditions of that Settlement Agreement (the "Settlement Agreement") dated , 2013 by and between Grantor, Grantee and Miami -Dade County, a political subdivision of the State of Florida (the "County") and is intended to release all of Grantor's right, title and interest, if any, in the Property, including, without limitation, any reversionary interests of Grantor in the Property, without representation or warranty, express or implied, except that this Quit Claim Deed has been duly authorized and executed. Notwithstanding the foregoing paragraph, the Quit Claim Deed shall not release any rights of Grantor: (i) under the terms of that Declaration of Restrictions dated 2013 by and between Grantor and Grantee; and (ii) under the terms of that Settlement Agreement entered in Case No. 07-46851 filed in the Circuit Court of the 1 lth Judicial Circuit in and for Miami -Dade County, Florida by and between Grantor, Grantee and the City of Miami, including any reversionary interest set forth therein. H-3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN WITNESS WHEREOF, the said Grantor has signed and sealed these presents the day and year first above written. ATTEST: HARVEY RUVIN, CLERK By: Deputy Clerk MIAMI-DADE COUNTY, FLORIDA a political subdivision of the State of Florida By: Name: Title: Approved by the County Attorney's Office as to form and legal sufficiency By: H-4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT A Legal Description Lots 1 through 12 inclusive, Block 45, NORTH, CITY OF MIAMI, according to the Plat thereof as recorded in Plat Book `B" at Page 41 of the Public Records of Miami -Dade County, Florida. Lots 1 through 12 inclusive, Block 56, NORTH, CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book "B" at Page 41 of the Public Records of Miami -Dade County, Florida. Lots 1, 2, 3, 6, 7, 8, 9, 10, 11, 14, 15, 16, 17, 18, 19, 22, 23, 24, 26, 27, 30, 31, 32, 33, 34, 35, 38, 39, 40, 41, 42, 43, 46, 47 and 48 in Block 36 of P. W. WHITE'S RE -SUBDIVISION, according to the Plat thereof, recorded in Plat Book "B" at Page 34 of the Public Records of Miami -Dade County, Florida; LESS AND EXCEPT THEREFROM that portion thereof lying within the Metropolitan Dade County Metrorail right-of-way which is described as follows: Begin at the Southeast corner of said Block 36; thence run S 87°46'59" W, along the South line of said Block 36, for a distance of 1.53 feet; thence run N 04°44'53" W for a distance of 187.90 feet to a point of intersection with the arc of a circular curve concave to the Southwest, the center of which bears S 82°00'08" W from said point of intersection; thence run Northwesterly along the arc of said circular curve concave to the Southwest, having a radius of 987.00 feet, through a central angle of 06°39'50", for an arc distance of 114.79 feet to the point of intersection with the North line of said Block 36; thence run N 87°46'14" E, along the North line of said Block 36, for a distance of 27.71 feet to the Northeast corner of said Block 36; thence run S 02° 16' 19" E, along the East line of said Block 36, for a distance of 301.01 feet to the Point of Beginning; and LESS AND EXCEPT THEREFROM the West 40 feet of Lots 11, 14, 19, 22, 27, 30, 35, 38, 43 and 46 of Blocks 36 of P.W. White's Resubdivision, recorded in Plat Book "B," at Page 34 of the Public Records of Miami -Dade County, Florida. H-5 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT I Legal Description Lots 1 through 12 inclusive, Block 45, NORTH, CITY OF MIAMI, according to the Plat thereof as recorded in Plat Book "B" at Page 41 of the Public Records of Miami -Dade County, Florida. Lots 1 through 12 inclusive, Block 56, NORTH, CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book "B" at Page 41 of the Public Records of Miami -Dade County, Florida. I-1 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT J Indemnification Agreement This Indemnification Agreement (this "Agreement"), dated this day of 2013, is executed by [ 1, a (the "Indemnitor"), in favor of CITY OF MIAMI, a Florida municipal corporation (the "City"), MIAMI-DADE COUNTY, FLORIDA, a political subdivision of the State of Florida (the "County") and SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA;" and together with the City and the County, individually and collectively, the "Indemnitee"). RECITALS A. City previously issued a request for proposals (as may have been amended from time to time, the "Poinciana RFP") with respect to that certain real property located in Miami - Dade County, Florida more particularly described on Exhibit "A" attached hereto and made a part hereof (the "Poinciana Village Project"). B. A response to the Poinciana RFP was submitted by Indian River Investments of Miami, Inc., a Florida corporation ("Indian River"), acting in the capacity of general partner on behalf of Poinciana Village of Miami, Ltd., a Florida limited partnership ("Poinciana"). C. Pursuant to the Poinciana RFP, the City selected Poinciana as the successful proposer for the Poinciana Village Project. D. The City Commission subsequently approved Poinciana as the successful proposer with respect to both the Poinciana RFP and the Poinciana Village Project. E. The Poinciana Village Project is subject to that certain Southeast Overtown/Park West Lease and Development Agreement dated June 15, 1988, as amended by Amendment No. 1 dated February 17, 1989, as amended by Amendment No. 2, dated July 13, 1989, as amended by Amendment No. 3, dated January 11, 1990, as amended by an Amendment dated September 23, 1998; and as assigned from the City to the CRA by that certain Assignment of Leases dated January 9, 1996 (collectively the "Poinciana Lease"). F. The City issued an additional request for proposals (as same may have been amended from time to time, the "Sawyer's Walk RFP") with respect to that certain real property located in Miami -Dade County, Florida, more particularly described on Exhibit "B", attached hereto and made a part hereof (the "Sawyer's Walk Project"). G. The sole response to the Sawyer's Walk RFP was submitted by Sawyer's Walk Ltd., a Florida limited partnership ("Sawyer's Walk") with respect to the Sawyer's Walk Project. H. Pursuant to City of Miami Resolution No. 91-509 (the "Resolution"), the City selected Sawyer's Walk as the developer of the Sawyer's Walk Project subject to the satisfaction of certain conditions as set in the Resolution. J-1 THIS DOCUMENT IS A SUBSTITUTION ' TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. I. Subsequently, the following litigation was commenced with respect to the Poinciana Village Project: Southeast Overtown/Park West Community Redevelopment Agency v. Poinciana Village of Miami, Ltd., Case No. 02-06846 CA 9, filed in the Circuit Court of the 1 lth Judicial Circuit in and for Miami -Dade County, Florida (the "Poinciana Litigation"); J. Subsequently, the following litigation was commenced with respect to the Sawyer's Walk Project: The City of Miami vs. Sawyer's Walk, Ltd., Case No. 00-28860 CA 9, filed in the 11 th Judicial Circuit in and for Miami -Dade County, Florida (the "Sawyer's Walk Litigation"). K. Sawyer's Walk, Poinciana, the CRA and the City entered into that certain settlement agreement dated as of January 27, 2005 with respect to the Poinciana Litigation and the Sawyer's Walk Litigation, as amended, (the "Settlement Agreement"). L. The transaction contemplated by the Settlement Agreement was never consummated and the Sawyer's Walk Litigation and the Poinciana Litigation have been consolidated and were dismissed for lack of prosecution on December 5, 2007. M. The CRA issued a request for proposals (the "New RFP") with respect to that certain real property located in Miami -Dade County, Florida more particularly described on Exhibit "C" attached hereto (the "New Project"). N. As a condition of awarding the New Project to Indemnitor pursuant to the New RFP, Indemnitor has agreed to execute this Agreement in favor of each Indemnitee. NOW THEREFORE, in consideration of other agreements and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, Indemnitor, intending to be legally bound, agrees as follows: 1. Recitals. The foregoing recitals are true and correct and are hereby incorporated into, and constitute a part of, this Agreement. 2. Indemnity. Indemnitor hereby agrees to indemnify, defend and hold harmless each Indemnitee from and against any claim, loss, demand, damage, liability, obligation, suit, cause of action, cost or expense (including fees, costs and disbursements of attorneys and other professionals and court costs, both prior to and on appeal and regardless of whether an action or lawsuit is actually instituted or filed) by Sawyer's Walk, Indian River Investment Communities, Inc., a Florida corporation ("Communities"), Indian River, and Poinciana, or any of them, and any of their successors and assigns, based upon, directly or indirectly, the Sawyer's Walk RFP, the Poinciana Litigation, the Sawyer's Walk Litigation and/or the Settlement Agreement, including, without limitation, claims raised or that could have been raised by Indian River, Communities, Poinciana and Sawyer's Walk or any of them, in the Poinciana Litigation and/or the Sawyer's Walk Litigation. 3. Release. Indemnitor hereby remises, releases, acquits, satisfies, and forever discharges each Indemnitee, of and from all, and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, agreements, promises, damages, judgments, executions, claims and demands whatsoever, in law or in equity, which Indemnitor J-2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. ever had, now has, or which Indemnitor hereafter can, shall or may have, against any Indemnitee, for, upon or by reason of any matter, cause or thing whatsoever, from the beginning of the world to the date of these presents relating to or arising out of, directly or indirectly, to the Poinciana Village Project, the Sawyer's Walk Project, the Poinciana Lease, the Sawyer's Walk RFP and the Settlement Agreement. 4. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida without giving effect to the choice of law provisions thereof. 5. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be binding as of the date first written above, and all of which shall constitute one and the same instrument. Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. IN WITNESS WHEREOF, the Buyer has executed this Indemnity and Release Agreement dated the date written above. Witnesses INDEMNITOR: Print Name Print Name STATE OF FLORIDA ) SS COUNTY OF MIAMI-DADE a By: Name: Title: The foregoing instrument was acknowledged before me this _ day of 201_ by , as , a , on behalf of said as identification. . He/She is personally known to me or has produced J-3 NOTARY PUBLIC State of Florida at Large My Commission Expires: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT A POINCIANA VILLAGE PROJECT LEGAL DESCRIPTION Delhi,p a tract or pere4 of lone containing 1.233S3 acres 53,133 SQ. T:.) out oC lots 4 thru 112 and lots 16 and 17,b1ock 46 N of "A.f.. Poulton BJbdivisia;h ' according to the, plat thsraof recorded In plat book 8, page al of the public r®cords of Cada County, Florida. also being a pact of lots 6 and 7 to include a partisan et a 20 foot :tight of Nay according to the plat of OearQe C. Sons, Subdivision. thereof recorded to plat book 1, page 16 of OA public records of Dade County, Florida 1 boing.nore particularly described by metes and bounds as follows:• etglIWN/N6 at a point of into:aecttol of the test Right of %sy Line on NW 3r4 Avenue aid the So.ith Right of Way lino If NF: ith 'Street, 'raid point being 10.63' feet tasted)* and 12.50 feet Southerly free► the NorthWtt corner of tot 10 of cold "A.L. Xnovlton Subdivtetoti'; thsnco Easterly along said South Right of Way line of sea lth Street , a dt»tanc4 of 340.17 fist to a corner; thence Southerly Leayiag said South Right of Way line of IQ 8th Street and parallel with the west Right of Way line of ;1w 2oi ;warm, a distance of e0.27 feat to a corner; thence West.rty perpendicular to said Right of Way of NW 2nd )venue, a distance of 19.00 feet to a comes: t thence Southerly dnrallel with said Right of Way of Met 2nd )►venue, a istant® of 77.00 fast to a cozaerl thane o Westerly mallet with the Right of Way o: CV lth Street, a distance of 1.,0.83 fast to a rornort th.onea Southerly perpendicular to paid Right of ray of Mx 1th Street. a distance of 13.00 feet to a comic; thine. Westerly parallel with said Right of Way of its: 7th Street, a diatsnce. of 130.33 feet to a corner, the eats being .in t ei Saint Right of Way line of Net 3r3 Avanua; •chance Northerly • along meld feet Right of Key/ of VW 3ri Avenue, a dt,tanea of 170.20 feet to the t►bIpr or BC 1w$Ii<a of the tract herein described •ontaintng wlthta theca setae & bouhda 1..23353 acre, (53,733 Sq. rt.) of lend. j-4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Being a tract or parcel of land containing 1.91852 acres 183,571 Sq. rt. rout of lots 1 thru 4, lots 11 6 12 an3 lots 16 thru 20, block 46 N of "A.L. Nnowlten Sumlivision" 8ceording to the plat thereof recorded in pLat book.13, page 41 of the public records of Dade 'County, Florida. Also being a pact of lots 1 thc:; 8 to include a portion of a 20 foot right of vay according to the plat of George C. Bolles Sibdivioion thereof resordod in plat book 1, page 16 of the public records of Dade Comity, Florida & being more particularly described by metes and bounds as follows: BEGINNING at a point of intereection of the North Rtght of Way line of NW 7th Street and the Esst Right of Way line of KM 3r4 Avenue. said point being 10.00 feet Easterly from the Southwest corner of lot 11 of said A.L. Enowlton Subdivision"; thence Northerly along said East Right of Way of NW 3r9 Avenue, a distance of 117.17 feet to a corner; thence Easterly leaving said East Right of Way of N4 3rd Avenue and parallel with said North Right of Way of :1W 7th Street, a distance of 1 30.33 feet to a corner; thence Northerly perpendicular to said Right of Way of NW 7th Street, a distance of 13.00 feet to a corner; thence Easterly parallel with said Right of Way of NW 7th Street, a distance of 190.83 feet td a corner; thence Northerly parallel with the Right of Way of NV 2nd Avenue, a distance of 77.00 feet to a corner; thence Easterly perpendicular to said NW 241 Afeaue, a dietance of 19.00 duet to a comer; th.2-s e distanceyalhsaid Right of80.27feettoacornoa er,thesy of Nw d sane beinginvtha Sou7.h Right 61 Way line of NW 8th Street; thence Easterly +along paidSwath N}ght of Way line .of NW-•8th Street, a 'diAtan_d of 1 37.49 feat Eft8 rner, the same being at a point of intersection of said South Right of way line of NW 8th Street 8 the West Right of hay line of said NW 279 Avenue, thence Southerly along said West Rag; t of Way line of trt Ind Avenue, a distance of 287.43 feet to a corner, the same being et a point of ii.terseetion of said West Right of•Way lines of, NA 2n•9 Avenue and said North Rleht of Way 1tn? of WW 7th Street; thence Westerly along said North Right of Way line of Ne 7th Street, a distance of 477.6S feet to the PO/NT OF BEGINNING of the tract ;herein described ceetatnia3 within these Metes and Bounds 1.91852 acres 183,571 sq. Pc.) of lard. J-5 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT B SAWYER'S WALK PROJECT LEGAL DESCRIPTION Lots 1 through 12, Inclusive, Block 4S, NORTH CITY OF MIAMI, according to the Plat thereof, as recorded In Plat Book "B", page 41 of the Public Records of Miami -Dade County, Florkla. Lots 1 through 20, Indusive, Block 55, NORTH c1TY OF MIAMI, according to the Plat thereof, as recorded In Plat Book "B page 41 of the Public Records of.Miaml-Dade County, Florida. Lots 1 through 12, lndusive, Block 56, NORTH CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book'B', page 41 of the Public Records of Mlaml-Dade County, Florida. J-6 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT C Lots 1 through 12 inclusive, Block 45, NORTH, CITY OF MIAMI, according to the Plat thereof as recorded in Plat Book "B" at Page 41 of the Public Records of Miami -Dade County, Florida. Lots 1 through 12 inclusive, Block 56, NORTH, CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book "B" at Page 41 of the Public Records of Miami -Dade County, Florida. J-7 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT K Legal Description Lots 1, 2, 3, 6, 7, 8, 9, 10, 11, 14, 15, 16, 17, 18, 19, 22, 23, 24, 26, 27, 30, 31, 32, 33, 34, 35, 38, 39, 40, 41, 42, 43, 46, 47 and 48 in Block 36 of P. W. WHITE'S RE -SUBDIVISION, according to the Plat thereof, recorded in Plat Book "B" at Page 34 of the Public Records of Miami -Dade County, Florida; LESS AND EXCEPT THEREFROM that portion thereof lying within the Metropolitan Dade County Metrorail right-of-way which is described as follows: Begin at the Southeast corner of said Block 36; thence run S 87°46'59" W, along the South line of said Block 36, for a distance of 1.53 feet; thence run N 04°44'53" W for a distance of 187.90 feet to a point of intersection with the arc of a circular curve concave to the Southwest, the center of which bears S 82°00'08" W from said point of intersection; thence run Northwesterly along the arc of said circular curve concave to the Southwest, having a radius of 987.00 feet, through a central angle of 06°39'50", for an arc distance of 114.79 feet to the point of intersection with the North line of said Block 36; thence run N 87°46'14" E, along the North line of said Block 36, for a distance of 27.71 feet to the Northeast corner of said Block 36; thence run S 02° 16' 19" E, along the East line of said Block 36, for a distance of 301.01 feet to the Point of Beginning; and LESS AND EXCEPT THEREFROM the West 40 feet of Lots 11, 14, 19, 22, 27, 30, 35, 38, 43 and 46 of Blocks 36 of P.W. White's Resubdivision, recorded in Plat Book "B," at Page 34 of the Public Records of Miami -Dade County, Florida. K-1 • • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT L City of Miami Legislation CRA Resolution City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 07.01508 Heal Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ACCEPTING THE RECOMMENDATION OF THE COMMITTEE FORMED TO REVIEW THE RESPONSES TO THE PROPOSALS RECEIVED FOR THE DEVELOPMENT OF BLOCKS 25 AND 36; DIRECTING THE EXECUTIVE DIRECTOR TO ATTEMPT TO NEGOTIATE A DEVELOPMENT AGREEMENT; FURTHER DIRECTING THE EXECUTIVE DIRECTOR TO PRESENT ANY PROPOSED AGREEMENT TO THE BOARD FOR ITS CONSIDERATION AND, IF SATISFACTORY, APPROVAL AND AWARD; CLARIFYING THAT THIS RESOLUTION IS NOT INTENDED TO BE AN AWARD OF DEVELOPMENT RIGHTS OR TO OTHERWISE CREATE ANY RIGHTS WHATSOEVER IN THE RECOMMENDED PROPOSER. WHEREAS, on October 16, 2007, the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") issued a Request for Proposals (RFP) for development on Blocks 25 and 36; and WHEREAS, seven responses to the RFP were received by the Clerk of the Board on November 18, 2007 and forwarded to the CRA for consideration; and WHEREAS, a committee consisting of Mr. Jose Cintron, Mr. Larry Spring, and Ms. Chaise Arscott was formed to evaluate the responses and make a recommendation to the Board of Commissioners; and WHEREAS, the Board of Commissioners has considered the proposals and the recommendation of the committee; and WHEREAS, the Board of Commissioners wishes to direct the Executive Director to attempt to negotiate a development agreement, in a form acceptable to General Counsel, with the recommended proposer, and to present any proposed development agreement to the Board for its consideration and, if satisfactory, approval and award; and WHEREAS, this Resolution is not intended to be an award of development rights or to otherwise create any rights whatsoever in the recommended proposer, NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. City of Miami Page 1 of 2 Primed On: 11/6/2007 L- 1 • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. File Number: 07-01508 Section 2. The Board of Commissioners accepts the recommendation of the committee formed to review the responses to the request for proposals for the development of Blocks 25 and 36. Section 3. The Executive Director is directed to attempt to negotiate a development agreement in accordance with the recommendation. Section 4. The Executive Director is further directed to present any proposed development agreement to the Board for its consideration and, if satisfactory, approval and award. Section 5. This Resolution is not intended to be an award of development rights or to otherwise create any rights whatsoever in the recommended proposer. Section 6. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: GE L. FERNANDEZ GENERAL COUNSEL City of Mizell Page 2 of 2 Printed On: 12/6/2007 L-2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT M Project Descriptions • St. John Overtown Plaza will be a 112-unit new construction rental housing and mixed - use development project to be located at NW 3rd Avenue and 13th Street in the Overtown neighborhood of Miami, Florida. The commercial component is projected to be 30,000 square feet of commercial retail, restaurant, office, community center and day care facility. With one, two and three bedroom units, SJCDC is targeting families, primarily with incomes that do not exceed 80% AMI. This is a critical need in the Overtown community, where homeownership is less than 3%. Residential project amenities will include energy star equipment and appliances such as central• air conditioning, dishwasher, microwave oven, garbage disposal, tankless water heaters, laundry rooms, a mix of tile and carpeting, with sustainable design and materials incorporated. Another component of the project will create 30,000 square feet of commercial retail space and create 30 jobs for community residents. The request for CRA funding is $10,000,000.00. • Island Living will be a mixed -use development located at 1201 NW 3rd Avenue in the heart of the historic Overtown Commercial Corridor containing between 60-80 residential units in an eight story building. The target market for this workforce housing development with 50% of the units for residents earning 60% or less of AMI. The unit mix of the residential component will be determined based upon market conditions and community input. The development plan will incorporate a landscape plan which would I stress pedestrian friendly walkways, playground areas for children, green space and appropriate parking. The commercial component of the project will include approximately 5,000 square feet of commercial space with will provide an opportunity to locate more businesses that will create jobs. The funding request from the CRA is $8,000,000.00. • Culmer Center Housing Development - This project is a multi -year, multi -phase project that will result in the transformation of 9 acre and 3 blocks along NW 3rd Avenue in Overtown. Seven acres, at 1600 NW 3rd Avenue, are owned by Miami -Dade County and currently serves as the site for the Culmer Neighborhood Service Center. Two acres, at 1490 NW 3rd Avenue, are owned by the City of Miami and currently serves as a retail center and City offices. Phase 1 will be a 75-unit apartment building, reserved for persons earning below 60% of the Area Median Income (AMI). This will be a 6-story building located at the southwest corner of the site, on NW 4th Avenue at the cul-de-sac. There will be a mix of one bedroom, two bedroom and three bedroom units with average sizes of 650 SF, 850 SF and 1,050 SF respectively. There will be on site management, as well as a fitness room, computer center, and multi -purpose space for resident programs. In -unit features will include energy star appliances, tile floors throughout, balconies and ceiling fans. CRA funds of $7,500,000.00 are requested for this phase. #12139713_v11 M-1 SUBSTITUTED CITY OF M I, et al., • Plaintiffs, vs. MIAMI-DADE COUNTY, Defendant. IN THE CIRCUIT COURT OF THE l 1 Tx JUDICIAL CIRCUIT IN AND FOR MIAMI- DADE COUNTY, FLORIDA GENERAL JURISDICTION DIVISION CASE NO. 07-46851 CA 31 SETTLE •, T AGREEMENT Plaintiffs, City of Miami (the "City") he Southeast Overtown/Park West Community Redevelopment Agency (the "CRA"), and Defe t, Miami -Dade County (the "County"; together with the CRA and the City, the "Parties"), a e to the following terms in full and complete settlement of this suit: 1. Within fifteen (15) days after fully binding approv:', .f this Settlement Agreement has been obtained from the Boards of the City, the CRA and the Cou (the "Effective Date"), the CRA shall deliver the following documents (collectively, the "C' Iocuments") to the County Attorney (the "Escrow Agent"): a. Four (4) counterpart originals of this Settlement Agreement .. executed by counsel to the CRA. kko SUBSTITUTED L b. Two (2) counterpart originals of the Dismissal with Prejudice of the pending litigation in the form attached to this Settlement Agreement as Exhibit "A" (the "Dismissal") duly executed by counsel to the CRA. c. A counterpart of the Declaration of Restrictive Covenants in the form attac'', .• hereto as Exhibit "B" to this Settlement Agreement (the "Declaration") duly executed '. ,, the CRA. -counterpart of the Declaration of Restrictive Covenants in the form of Exhibit "C" to this *settlement Agreement (the `Block 36 Declaration") duly executed by the CRA. e. Two (2) reles of the City and the County in the form attached hereto as Exhibit "D" to this Settlement eement (the "CRA Release") duly executed by the CRA. 2. Within fifteen (15) days of the E tive Date, the City shall deliver the following documents (the "City Documents") to Escrow Agent: a. Four (4) counterpart originals of thi . ettlement Agreement duly executed by counsel to the City. b. Two (2) counterpart originals of the Dismiss:' .duly executed by counsel to the City. c. Two (2) releases of the County and the CRA in the fo attached hereto as Exhibit "E" to this Settlement Agreement (the "City Release") duly exec •, d by the City. d. A quit claim deed from the City to the CRA in the form attachhereto as Exhibit "F" to this Settlement Agreement (the "City Deed") duly executed by the 2 SUBSTITUTED 3. Within fifteen (15) days of the Effective Date. the County shall deliver the owing documents (collectively, the "County Documents") to Escrow Agent: a. Four (4) counterpart originals of this Settlement Agreement duly executed counsel to the County. b. Two (2) releases of the City and the CRA in the form attached hereto as Exhibit to this Settlement Agreement (the "County Release") duly executed by the County. c. A suit claim deed from the County to the CRA in the form attached hereto as Exhibit "H" to Settlement Agreement (the "County Deed") duly executed by the County. d. The counterp`..,, of the Declaration duly executed by the County. e. The counterpart the Block 36 Declaration duly executed by the County. 4. Upon receipt by Escrow A_`i. t of the CRA Documents, the City Documents and the County Documents, Escrow Agent shall pr � ptly proceed as follows: a. File one fully executed lement Agreement with the court in the pending action. b. File one fully executed Dismissal w the court in the pending action. c. Record the following documents in following order in the Public Records of Miami -Dade County, Florida: i. The Dismissal. ii. The City Deed. iii. The Declaration. iv. The Block 36 Declaration. 3 SUBSTITUTED v. The County Deed. d. Deliver to the City, the County Release, the CRA Release and the Settlement Agreement. e. Deliver to the County, the City Release, the CRA Release and the Sett ent Agreement. Deliver to the CRA, the City Release, the County Release and the Settlement A ement. 5. If the Esc 'w Agent- does not receive all of the CRA Documents, the City Documents and the County uments within fifteen (15) days of the Effective Date, as such deadline may be extended by the ''tten agreement of all Parties, the Escrow Agent shall return to the respective Parties any documen '..reviously executed and delivered to Escrow Agent in connection herewith. In such event, any o e Parties may pursue appropriate action to enforce the terms of this Settlement Agreement. 6. The CRA and the County shall each Agent to record the Dismissal, the City Deed, the Coun one half of the cost incurred by Escrow eed, the Declaration, and the Block 36 Declaration, by forwarding such payment within ten days . equest of same by the County. 7. Within one hundred twenty (120) days of the d ">.. Escrow Agent records the Dismissal, the City Deed, the Declaration, the Block 36 Declaratio and the County Deed, which shall be recorded in this order, the CRA shall conduct a solicitatio in accordance with Section 163.380, Florida Statutes, (the "Developer Opportunity") to.transfer simple title to the real property described on Exhibit "I" attached to this Settlement Agreement (th. "Property") to a developer (the "Developer") for development of the Property prior to the commenc ent of construction. The City, the County and the CRA agree that they have not, and will not, take 4 SUBSTITUTED action to affect title to the Property prior to the conveyance of the Property to the Developer ected pursuant to the Developer Opportunity including, without limitation, executing any leas- The City, the County and the CRA agree that they have not, and will not, take any action to appro (including any contingent approvals) any lease, lien, agreement, development plan or encumbranc-' elating to the Property prior to the conveyance of the Property to the Developer selected pursuan o the Developer Opportunity, other than as specifically set forth and outlined herein. The City an : e CRA agree that should they settle, in whole or in part, the case styled Southeast Overtown/Pai West Community Development Agency vs. Poinciana Village of Miami, Ltd., Case No. 02-06 6 CA 09 or City of Miami vs. Sawyers Walk, Ltd., Case No. 00- 28860 CA 09, which has been di issed for lack of prosecution, or procure any full or partial releases of the City and/or the CRA in onnection with same in any manner, that such settlement or releases, i) shall include the release of ' - County if the City and/or the CRA are released (in whole or in part) in connection therewith, and ° shall not encumber, lease or lien the Property in connection with such settlement. The CRA shall s -ct the Developer no later than 90 days from the date of the CRA solicitation. In the event that such ' eveloper is not selected within 90 days, or no bids are received, the CRA may repeat the solicita:,sn (within 30 days) and attempt to select (within 90 days) as set forth herein. If no Developer selected by the CRA after the second solicitation, as evidenced by the failure to forward the seled Developer to the County as set forth in paragraph 8 herein, the Property shall revert to the Cou at its option upon the County providing written notice to the CRA Executive Director, via certifie. ail. Upon receipt of such notice, the CRA shall provide a special warranty deed to the Coun . conveying the Property to the County and a termination of the Declaration (the "Tennination") ' ecuted on 5 SUBSTITUTED behalf of the CRA within 10 days of receipt of the County's request. In such event, the County all execute the Termination and record the Termination and the special warranty deed. At a minimum, the Development Opportunity and the resulting development agreement between e CRA and the Developer (the "Development Agreement") shall include the following requirements. Compliance with the terms, conditions and time frames of the Declaration. b. lements preserving the history of the Overtown area, while incorporating the theme of "Liv- Work and Play," including entertainment venues and restaurants with outdoor dining to the ti' . est extent practicable. c. Information garding job opportunities for local area residents and businesses to allow them to p• 'a. ipate in the construction of the development, including at least two (2) local job fairs prior t. , he commencement of each development phase. d. Information as to job opp 'ties for local residents and local businesses post -construction, including newly generaterade and service related jobs, including at least one (1) local job fair upon the completion o :ach development phase. e. Phasing of construction, with a prefer- e on the completion of the Retail Component, as defined in the Declaration prior to the Re ential Component, as defined in the Declaration. f. The requirement that the Developer execute and • iver to the City, the County and the CRA, as a condition of the award in accordance wi ` .. e Development Opportunity, an indemnification and hold harmless agreement substantiall the form of Exhibit "J" to this Settlement Agreement (the "Indemnification Agreement"). 6 SUBSTITUTED g. To the extent required by the City of Miami Zoning Code, the Developer shall plat each development site. h. The term of the Development Agreement shall commence on the date it is gned by the Developer and the CRA and shall end thirty (30) years from the date the las ffordable/workforce housing unit receives its Certificate of Occupancy or as require: ,. y applicable law, whichever is longer. i. The Developer must provide evidence of available financial resources acceptable to t `` CRA, prior to the commencement of construction of each phase of the project. 8. The CRA shall, : 'thin five days of the selection of the Developer by the Board of Commissioners of the CRA, advis ie County in writing (the "Notice") by hand delivery or by certified mail, return receipt requested, ddressed to the County Mayor, or in the alternative, to the County Mayor's designee as provide:'-,' writing to the CRA Executive Director, of the Developer selected by the CRA pursuant to the '' evelopment Opportunity. Such Developer shall be selected no later than 90 days from the date of ''.; issuance of the Development Opportunity. The Notice shall be deemed delivered upon the date .' ivered, if by hand delivery or the date that the return receipt is executed. The Board of County ``;runissioners must approve or reject (in its sole discretion) the Developer selected by the CRA an• , onsider any proposed variances to the Declaration as provided in Paragraph 22 within forty fiv-`.45) days from the date of delivery of the Notice (unless the Commission is in recess during such •eriod in which instance an additional day will be added for each day of recess) (the "Approval Pe'.,,d"). If the Board of County Commissioners does not approve or reject the Developer selected by th= :CRA (including the consideration of any proposed variances to the Declaration as set forth in ragraph 22 7 SUBSTITUTED ein) within the Approval Period, the selection by the CRA and any proposed variances to the Decl.. tion shall be deemed approved by the County. The Notice must specifically state that failure b he Board of County Commissioners to approve or reject the Developer selected by the CRA and co''. ider any proposed variances to the Declaration within 45 days of the date of delivery of the otice shall result in the Developer and any proposed variances to the Declaration being de ' ed approved. In the event the Board of County Commissioners rejects the Developer selected the •CRA within the Approval Period, including rejection of any proposed variances to the De•'.. ation, the CRA shall issue a new Developer Opportunity within thirty (30) days from the date of s h rejection. The process shall continue until the Developer is approved or deemed approved by the oard of County Commissioners. The County waives any Committee review (if applicable) for ap .vals required under this Settlement Agreement and attached Declaration, and all such approvals = ay be presented directly to the Board of County Commissioners. The CRA shall enter into the `r' eveloprnent Agreement with the Developer within ninety (90) days of the date of approval or •';erred approval of the Developer by the Board of County Commissioners. If the CRA and the veloper are not able to finalize the Development Agreement on terms acceptable to the .CRA " thin 90 days of the approval or deemed approval of the Developer by the Board of County Co . ".:ssioners, then the CRA shall terminate negotiations and the CRA shall issue a new Developer O. ortunity for the Property within 30 days from the end of the 90 day period. The CRA shall de the Property to the Developer prior to the commencement of construction. The City acknowledge . and agrees that it does not have any approval rights with respect to the selection of the Developer. 9. The CRA previously issued a request for proposals with respect to .roposed development of the property more particularly described on Exhibit "K" attached this SUBSTITUTED ement Agreement (the "Block 36 Property") together with other lands. The CRA has repres ted that based upon the evaluations of all responses submitted to the CRA in response to the reque for proposals, the proposal submitted by The Gatehouse Group, LLC, a Commonweal of Massachusetts limited liability company ("Gatehouse") was given the highest rating and pursuan o CRA Resolution Number R-07-01508 attached as Exhibit "L", the Board of Commissioners of t c CRA authorized the Executive Director of the CRA (the "Executive Director") to negotiate th definitive terms of a development agreement - for the Block 36 Property (the "Block 36 Develo. ent Agreement") with Gatehouse, to transfer fee simple title to the Block 36 Property to Gatehouse, ogether with other property prior to the commencement of construction (excluding the Parking Co .onent, as defined in the Block 36 Declaration). No later than 90 days of the date Escrow ent records the Dismissal, the City Deed, the Declaration, the Block 36 Declaration and the my Deed, in accordance with Paragraph 4, the CRA shall either enter into the Block 36 Devel.• ment Agreement with Gatehouse, or its affiliate, or if the CRA and Gatehouse, or its affiliat; are unable to finalize the Block 36 Development Agreement in accordance herewith, provide tten notice that such negotiations are terminated. Within five days of the termination of negotiati s or entry into the agreement, the CRA shall provide to the County by certified mail, return receip equested, addressed to the County Mayor, or in the alternative, to the County Mayor's designee, fully executed Block 36 Development Agreement with Gatehouse, or its affiliate, or alternatively, tten notice of the termination of the negotiations. 10. If the CRA finalizes the Block 36 Development Agreement with Gate` use, or its affiliate, it shall be deemed the "Block 36 Developer" for purposes of this Settlement Agr ment, without the necessity of obtaining additional County approval of the selection of the Bloc 9 SUBSTITUTED veloper, unless variances to the Declaration are proposed as set forth in paragraph 23 herein (whi;.:• would necessitate County approval) If the CRA and Gatehouse, or its affiliate, are not able to ize the Block 36 Development Agreement on terns acceptable to the CRA not later than ninety i days of the recordation as set forth in paragraph 9 herein, then within thirty (30) days from the da the CRA terminates negotiations with Gatehouse, or its affiliate, the CRA shall conduct a solici ' ,'on, in accordance with Section 163.380, Florida Statutes (the "Block 36 Developer Opportunity") . i -transfer fee simple title to the Block 36 Property (excluding the Parking Component, as defin:;• in the Block 36 Declaration) to a developer (the "Block 36 Developer") for the developme of the Block 36 Property prior to commencement of construction. The CRA shall advise County in writing (the "Block 36 Notice") by hand delivery or by certified mail, return receip ; equested, addressed to the County Mayor, or in the alternative, to the County Mayor's designee as ovided in writing to the Executive Director, of the Block 36 Developer selected by the CRA pursu.;-;t to the Block 36 Development Opportunity within five days of such selection. The Board of Co .;, issioners of the CRA shall select the Block 36 Developer no later than 90 days from the date of t Block 36 Developer Opportunity. The Block 36 Notice shall be deemed delivered upon the date • ivered, if by hand delivery or the date that the return receipt is executed. In the event that the `' lock 36 Developer is not selected within 90 days, or no bids are received, the CRA may repeat th:. olicitation (within 30 days) and attempt to select (within 90 days) as set forth herein. 'If no develo.... is selected by the CRA after the second solicitation, as evidenced by the failure to forward the sel ,ted Developer to the County as set forth in this paragraph 10 herein, the Block 36 Property shall ert to the County at its option upon the County providing written notice to the CRA Executive 1`.ector, via certified mail. Upon receipt of such notice, the CRA shall provide a special warranty dee. o 10 SUBSTITUTED the County conveying the Block 36 Property to the County and a termination of the Block 36 D. aration executed on behalf of the CRA (the "Block 36 Termination") within 10 days of receip ` of the County's request. In such event, the County shall execute the Block 36 Terminatiand record the Block 36 Termination and the special warranty deed. 11. Board of County Commissioners must approve or reject (in its sole discretion) the Bloc': ' 6 Developer selected by the CRA and consider any proposed variances to the Block 36 Declaratio s provided in Paragraph 23 within forty five (45) days from the date of delivery of the Block 36 No (unless the Commission is in recess during such period in which instance an additional day will added for each day of recess) (the "Block 36 Approval Period"). If the Board of County C:,.mmissioners does not approve or reject the Block 36 Developer selected by the CRA (includii ;, the consideration of any proposed variances to the Block 36 Declaration as set forth in paragrap'' ' 3 herein) within the Block 36 Approval Period, the selection by the CRA and any proposed v. lees to the Block 36 Declaration shall be deemed approved by the Board of County Co ioners. The Block 36 Notice must specifically state that failure by the Board of County Co :s issioners to approve or reject the Block 36 Developer selected by the CRA and consider any pro: used variances to the Block 36 Declaration within 45 days of the date of delivery of the Block 36 No e shall result in the Block 36 Developer and any proposed variances to the Block 36 Declaration ng deemed approved by the Board of County Commissioners. In the event the Board of CouCommissioners rejects the Block 36 Developer selected by the CRA within the Block 36 A. oval Period, including rejection of any proposed variances to the Block 36 Declaration, the CRA s' 1 issue a new Block 36 Developer Opportunity within thirty (30) days from the date of such rej . tion (unless the Block 36 Developer is Gatehouse or its affiliate, in which case Gatehouse or t 11 SUBSTITUTED affiliate shall have five (5) business days from the rejection of any proposed variances to the ck 36 Declaration to elect to proceed without the requested variance).. The process shall conti .:e until the Block 36 Developer is approved or deemed approved by the Board of County Commissi::. ers. The County waives . any Committee review (if applicable) for approvals required unde this Settlement Agreement and attached Block 36 Declaration, and all such approvals may be esented directly to the Board of County Commissioners. The CRA shall. enter into the Block 3evelopment Agreement with the Block 36 Developer within ninety (90) days of the approval or dee <ed approval by the Board of County Commissioners of the Block 36 Developer. If the CRA and Block 36 Developer are not able to finalize the Block 36 Development Agreement on term cceptable to the CRA within 90 days of the approval or deemed approval of the Developer by Board of County Commissioners, then the CRA shall terminate negotiations and the CRA shall i :.ue a new Block 36 Developer Opportunity for the Block 36 Property within 30 days from the en.` ..f the 90 day period. The CRA shall deed all portions of the Block 36 Property (excluding the P. °,mg Component as defined in the Block 36 Declaration) to the Block 36 Developer prior to co encement of construction. The City acknowledges and agrees that it does not have any approval the Block 36 Developer. 12. The City, the County and the CRA agree that is with respect to the selection of they ha not, and will not, take any action to affect title to the Block 36 Property prior to the conveyance oft ,- Block 36 Property to the Block 36 Developer, including, without limitation, executing any le s other than the possible recording of the proposed plat for Lyric Subdivision (the "Lyric Plat") the possible execution of the Block 36 Development Agreement with Gatehouse, or its affiliat provided same is consistent with this Settlement Agreement and the Block 36 Declaration and e essly 12 SUBSTITUTED conditioned upon the execution of this Settlement Agreement. The City, the County and the RA agree that they have not, and will not, take any action to approve (including any contingent app als) any lease, lien, agreement, development plan or encumbrance relating to the Block 36 Property or to the conveyance of the Block 36 Property to the Block 36 Developer, other than as specifical' . set forth and outlined herein. At a minimum, the Block 36 Development Agreement betw the CRA and the Block 36 Developer shall include the following requirements: a. Corn fiance with the terms, conditions and time frames of the BIock 36 Declaration. b. Elements pre ing the history of the Overtown area, while incorporating the theme of "Live, Work and PI : ." including entertainment venues and restaurants with outdoor dining to the fullest extent pr'cable. c. Information regarding jo: opportunities for local area residents and businesses to allow them to participate in the struction of the development, including at least two (2) local job fairs prior to the commenc > ent of each development phase. d. Information as to job opportunities for l0==_1 residents and local businesses post -construction, including newly generated trade and se e related jobs, including at least one (1) local job fair upon the completion of each developm phase. e. To the extent required by the City of Miami Zoning ode, the Block 36 Developer shall plat each development site. f. The Block 36 Developer must provide evidence of availab financial resources acceptable to the CRA, prior to the commencement of construction o' . each phase of the project. 13 SUBSTITUTED 13. In addition to the absolute prohibition in paragraphs 7 and 11 above, no interim or alt ative use or agreement shall be made, or approved with respect to the Property and the Block Property by, or at the request of, the CRA at any time, without the written approval of the County ayor or his designee, which may be withheld in his sole and absolute discretion except for the e `i ting parking licenses with respect to the Block 36 Property and the Property. Any monies paid to ' , e CRA relating to any approved interim use of the Property and the Block 36 Property (excluding y existing revenues derived from the Property and the Block 36 Property), shall be divided e. ally between the County and the CRA. No interim use shall be permitted that affects or impacts' , ze timeframes set forth in the Declaration and the Block 36 Declaration. 14. The Parties agree that in e event the terms and provisions of this Settlement Agreement conflict with the terms and prows , s of any interlocal agreements between the City and the County or any interlocal agreements be '•:en the Parties regarding development of the Property, the Block 36 Property, or any portion thereo ..r the selection of the Developer and the Block 36 Developer, by the Board of the County, the to ;,ts and provisions of this Settlement Agreement shall control. 15. It is understood that notwithstanding any provision : -rein, the County, the City, and the CRA shall not be liable to any other party or person for the ex ise of its governmental authority, regulatory powers, and/or police powers. The County, the City, the CRA retain all of their sovereign prerogatives and rights under Florida laws, and shall in no wa be estopped or otherwise prevented from withholding or refusing to issue any approvals of appli,-..tion or be liable for same, or to grant any approvals of applications for building, zoning, png or development under present or future laws and ordinances of whatever nature. 14 SUBSTITUTED th 16. The CRA shall have the obligation to enforce compliance by the Developer with rovisions of the Declaration. In the event that the Developer fails to comply with the timeli "� in the Declaration, the CRA shall have the obligation to procure the completion of the constructio of the development in accordance with the terms set forth in the Declaration. The CRA may satis this obligation by enforcing the terms and provisions of the Declaration. The County shall also ve the right to enforce the terms of the Declaration, this Settlement Agreement, and includin_, the CRA's obligation set forth in this paragraph, by motion filed with this Court, including but not 'ted to the right to take over the construction of the project on the Property if this Court deems the r edy appropriate. The Parties retain all rights to object to any remedy sought by any other Party, inc ding objections to any motion by the County to take over the construction of the project on the operty. The parties agree that the Court retains jurisdiction to enforce .the terms of this Settl ent Agreement and the Declaration; provided, however, that such jurisdiction applies to new obli tions under this Settlement Agreement and the Declaration, and that all issues regarding ownershi and reverter under the subject lawsuit have been resolved with finality upon recordation of the doc ents hereunder. 17. The CRA shall. have the obligation to enforce ompliance by the Block 36 Developer with the provisions of the Block 36 Declaration. In th, event that the Block 36 Developer fails to comply with the timelines in the Block 36 Declaration, ,e CRA shall have the obligation to procure the completion of the construction of the development i " accordance with the terms set forth in the Block 36 Declaration. The CRA may satisfy this ligation by enforcing the terns and provisions of the Block 36 Declaration. The County shall als ave the right to enforce the terms of the Block 36 Declaration, this Settlement Agreement, and inch a ing the CRA's obligation set forth in this paragraph, by motion filed with this Court, including bu 15 SUBSTITUTED limited to the right to take over the construction of the project on the Block 36 Property if this urt deems the remedy appropriate. The Parties retain all rights to object to any remedy sought b .ny other Party, including objections to any motion by the County to take over the construction . the project on the Block 36 Property. The parties agree that the Court retains jurisdiction to en ce the terms of this Settlement Agreement and the Block 36 Declaration; provided, however, t' : t such jurisdiction applies to new obligations under this Settlement Agreement and the Block 16 Declaration, and that all issues regarding ownership and reverter under the subject lawsuit hav een resolved with finality upon recordation of the documents hereunder. 18. Any default by any de ', oper under the terms of the Declaration shall not be deemed to be a default by any developer u • er the terms of the Block 36 Declaration, and any default by any developer under the terms of - Block 36 Declaration shall not be deemed a default by any developer under the terms of the Dec" ation. 19. Notwithstanding any other provision se orth herein, in the event that vertical construction (defined as physical structures actually being • structed on the Property pursuant to the applicable permits) has not conunenced on the Property 'thin three years from the date the Escrow Agent records the documents in accordance with Par. i aph 4 of this Settlement Agreement, the Property shall revert to the County upon written not <, by the County to the Executive Director of the CRA at any time prior to the commencem . t of the vertical construction. Notice of the exercise of the reverter shall be provided by han: elivery or by certified mail, return receipt requested, from the County Mayor, or in the alternative, . le County Mayor's designee, to the Executive Director of CRA. In the event that the Property h':,. been transferred to the Developer, the CRA shall provide notice of the reverter to the Developer u �n 16 SUBSTITUTED receipt, which notice shall automatically extinguish all right, title and interest of the Developer in d to the Property without any further action on the part of the CRA or the County. Within ten receipt of such notice, if requested by the County, the CRA shall provide the County days with a sp al warranty deed (quit claim deed in the event that the Property has been conveyed to a Developer) nsferring all title and interest of the CRA in and to the Property to the County, which the County all record. However, notwithstanding the delivery of the special warranty deed (quit claim deed the event .that the Property has been conveyed to a Developer), such reverter shall become effece upon receipt by the CRA of the written notice of the exercise of the reverter. In the event suc' notice is provided (resulting in the automatic reverter), the Declaration shall terminate and be o o further force and effect. In such event, within ten (10) days of receipt by the'CRA of the writte ,_ otice of the exercise of the reverter, the CRA and the County shall execute a document reflecting e Termination with respect to the Declaration, which Termination shall be recorded by the Coun", Notwithstanding the foregoing, in no event shall the Declaration be terminated prior to all right, : le and interest of any Developer in the Property being automatically extinguished pursuant to the ', erter provisions of the Declaration. In addition to the foregoing, as set forth in paragraph 10 of th P eclaration attached as Exhibit "B," should all or part of the Property revert to the CRA at any tim • fter six (6) years from the date of the recordation of such Declaration, same shall revert from the to the County upon the written notice as described in this paragraph, free and clear of all claims ., the CRA and free and clear of the Declaration. If requested by the County, the CRA shall convey , ch portion of the Property to the County by quit claim deed and the County and the CRA shal xecute a document reflecting Termination of the Declaration, which Termination shall be recorded the County. Notwithstanding the foregoing, in no event shall the Declaration be terminated prior 17 SUBSTITUTED 11 right, title and interest of any Developer in the Property, or any portion thereof, being au atically extinguished pursuant to the reverter provisions of the Declaration. Notwithstanding any other provision set forth herein, in the event that vertical constructio (defined as physical structures actually being constructed on the Block 36 Property pursuant to the•...plicable permits) has not commenced on the Block 36 Property within .two years from the rec. ,. ation of the Block 36 Declaration in accordance with Paragraph 4 of this Settlement Agreement ` Gatehouse or its affiliate is the developer, or within three years from the date the Escrow Agent cords the Block 36 Declaration in accordance with Paragraph 4 of this Settlement Agreement if theveloper is any other entity, the Block 36 Property shall revert to the County upon written notice r, the County to the Executive Director of the CRA at any time prior to the commencement of th vertical construction. Notice of the exercise of the reverter shall be provided by hand delive •'r by certified mail, return receipt requested, from the County Mayor, or in the alternative, the Co `wty Mayor's designee to the Executive Director of CRA. In the event that the Block 36 Property has ,een transferred to the Developer, the CRA shall provide notice of the reverter to the Block 36 De oper upon .receipt, which notice shall automatically extinguish all right, title and interest of the B10 _ 36 Developer in and to the Block 36 Property without any further action oh the part of the CRA or e County. Within ten days of receipt of such notice, the CRA shall provide the County with a ` ecial warranty deed (quit claim deed in the event that the Block 36 Property, or any portion thereo as been transferred to the Block 36 Developer) transferring all title and interest of the CRA in . 4. to the Block 36 Property to the County and the Block 36 Termination, which the County shexecute and record. However, notwithstanding the delivery of the special warranty deed (quit 'cl.'..n deed in the event that the Block 36 Property, or any portion thereof, has been transferred to the B` 'ck 36 18 SUBSTITUTED Developer), such reverter shall become effective upon receipt by the CRA of the written notice f the exercise of the reverter. In the event such notice is provided (resulting in the automatic rev er), the Block 36 Declaration shall terminate and be of no further force and effect. In such event, in ten days of receipt by the CRA of the written notice of the exercise of the reverter, the CRA an , e County shall execute a document reflecting the termination with respect to the Block 36 Declar; on, which termination shall be recorded by the County. Notwithstanding the foregoing, in no eve ` shall the Declaration be terminated prior to all right, title and interest of the Block 36 Developer i the Block 36 Property being automatically extinguished pursuant to the reverter provisions of the :'_, ock 36 Declaration. In addition to the foregoing, as set forth in paragraph 8 of the Block 36 Decltion attached as Exhibit "C," should all or part of Block 36 revert to the CRA at any time after six years from the date of the recordation of the Block 36 Declaration, same shall revert from the Cto the County upon the written notice described in this paragraph, free and clear of all claims b ` he CRA and free and clear of the Block 36 Declaration (excluding the Parking Component, as . -fined in the Block 36 Declaration, if the Parking Component has been completed). If requested b he County, the CRA shall convey the Block 36 Property, or applicable portion thereof, to the Cou by quit claim deed and execute the Block 36 Termination ,which Termination shall be recorded b the County. Notwithstanding the foregoing, in no event shall the Declaration be terminated prior t• 1 right, title and interest of any Block 36 Developer in the Block 36 Property being automatically tinguished pursuant to the reverter provisions of the Declaration. 21. This Settlement Agreement is contingent upon full and binding ap oval of the respective Boards of the County, the City, and the CRA. Upon approval of this S lement Agreement by all of the respective Boards of the County, the City and the CRA, this Settle •ent 19 SUBSTITUTED Agreement shall be binding on the Parties, and any of the Parties may seek enforcement of this ettlement Agreement and compel the other Parties to execute and deliver the CRA Documents, the ,,'ty Documents and the County Documents, respectively, which are required to be executed and deli ' -.red to implement the settlement contemplated by this Settlement Agreement. 22. the event the Developer selected by the CRA in response to the Developer Opportunity prop ed variance from the requirements of the Declaration, which variances have been approved by the oard of Commissioners of the CRA in light of market conditions and information provided by th Developer, the Board of County Commissioners shall consider such variances at the time the Boars .sf County Commissioners is requested by the CRA to approve the Developer and such variances s .. 1 be outlined to the County in the Notice to the County. The County agrees to consider such <. ances at the time it acts on the approval of the Developer, with no obligation on the part of ' .: Board of County Commissioners to approve any such variances from the Declaration, which shall in the sole discretion of the Board of County Commissioners. The variances shall be deemed : 'nsidered, if they are included in the documentation submitted for the Board of County Commis =•ner's consideration by the CRA. If the Board of County Coirunissioners approves, or is deemed to rove, the Developer and some or all of the variances requested by the Developer, the County an ,.ie CRA shall execute and record an amendment to the Declaration to reflect the variances approve or deemed approved, by the Board of County Commissioners. 23. In the event the Block 36 Developer selected by the CRA in respon ; to the Block 36 Developer Opportunity proposed variance from the requirements of the Block 36 i', laration (including but not limited to Gatehouse and its affiliates), which variances have been. app ved by the Board of Commissioners of the CRA in light of market conditions and informatio 20 SUBSTITUTED provided by the Block 36 Developer, the Board of County Commissioners shall consider such riances at the time the Board of County Commissioners is requested by the CRA to approve the `', ock 36 Developer and such variances shall be outlined to the County in the Block 36 Notice t.. e County. To the extent that Gatehouse or its affiliates request a variance from the Block 36 D aration, such variance must be approved in the same manner and in the same timeframes, as the approval of the Block 36 Developer. The County agrees to consider such variances at the time acts on the approval of the Block 36 Developer (or the approval of Gatehouse's proposed v. ce if any), with no obligation on the part of the Board of County Commissioners to approve any ch variances from the Block 36 Declaration, which shall be in the sole discretion of the Board oCounty Commissioners. The variances shall be deemed considered if they are included in the documentation submitted for the Board of County Commissioner's consideration by the CRA. the Board of County Commissioners approves, or is deemed to approve, the Block 36 Developer an:, some or all of the variances requested by the Block 36 Developer, the County and the CRA sha ' ..-xecute an amendment to the Block 36 Declaration to reflect the variances approved, or deeme approved, by the Board of County Commissioners. 24. The parties understand and agree that the minimum idential requirement of 60 residential units set forth in paragraph 2 of the Declaration was reduce:. from a requirement to construct 150 residential units, based upon the CRA's agreement to cause minimum of 100 residential units to be constructed in connection with the projects listed on Exhib v "M" attached hereto which were referenced in County Resolution R-516.12 (excluding the Bloc 25 Lyric Place project referenced in County Resolution R-516.12). In the event that the minimum 100 residential units are not completed in connection with the projects listed in Exhibit "L within fi 21 SUBSTITUTED years from the date of recordation of the Declaration (as evidenced by a certificate of occupancy is equivalent) then the CRA shall be in default of this Agreement. In such event, the CRA agree at the County may pursue all legal and equitable remedies and further stipulates to the remedy an:, applicability of mandatory injunctive relief to enforce the CRA's obligation to construct the a.:tional 100 residential units. 25. To th . extent that this Settlement Agreement, the Declaration, or the Block 36 Declaration require cons t' .. ction, and regardless of the notation of the "preparer" contained upon same, both the CRA and the runty equally participated in the drafting of such documents, and accordingly, such documents shall ' �t be construed in favor of, or against, either party. 26. This Settlement Agreem- may be executed in counterparts. [SIGNATURE GES TO FOLLOW] 22 SUBSTITUTED DATED this day of , 2013. Witnesses: CRA: Printed Name: Printed Name: Southeast Overtown/Park West Community Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes By: Clarence E. Woods, III Executive Director ATTEST: Clerk of the Board By: Approved as to form and legal sufficiency illiam R. Bloom, Esq. land & Knight LLP Spe.,.1 Counsel 23 SUBSTITUTED Witnesses: COUNTY: Miami -Dade County, a political subdivision of the State of Florida By Printed Nam; Mayor Printed Name: _ ATTEST: Harvey Ruvin, Clerk By: Deputy Clerk Approved as to form and legal sufficiency By: Robert A. Cuevas, Jr., County Attorney Witnesses: City :, Miami, a muni• ; • al corporation By: Printed Name: Johnny M. Inez, City Manager Printed Name: ATTEST: City Clerk By: Deputy Clerk Approved as to form and legal sufficie By: Julie 0. Bru, City Attorney 24 SUBSTITUTED Settlement Agreement has been°:,..proved on by Res.. tion No. of the Boar. ,'f County Commissioners of Miami-1. e County, Florida. A certified copy a said resolution is attached here as Exhibit M. This Settlement Agreement h been approved on by Resolution No. the City of Miami, Miami -Dade County, Florida. A certified copy of said resolution is attached hereto as Exhibit N. This Settlement Agreement has been approved on by Resolution No. of the Southeast Overtown Park/West Community Redevelopment Agency, an agency of the State of Florida, in Miami, Miami -Dade County, Florida. A certified copy of said resolution is attached hereto as Exhibit O. MIAMI-DADE COUNTY ATTORNEY'S OFFICE R.A. CUEVAS, JR. Miami Dade County Attorney Stephen P. Clark Center 111 NW 1s` St., Ste. 2810 Miami, FL 33128 By: Debra Herman Assistant County Attomey Attorney for Defendant CITY OF MIAMI ATTORNEY'S OFFICE 444 S.W. 2nd Ave., Suite 945 Miami, Florida 33130 By: Henry J. Hunnefeld, Esq. Assistant City Attorney Attorney for Plaintiff, City of Miami SOU : EAST OVERTOWN/PARK WEST CO t ' TY REDEVELOPMENT AGENCY By: Willi Attorne Overtow Redevelop R. Bloom, Esq. or Plaintiff, Southeast ark West Community t 25 SUBSTITUTED EXHIBIT A Dismissal with Prejudice IN THE CIRCUIT COURT OF THE llth JUDICIAL CIRCUIT IN AND FOR MIAMI-DADE COUNTY, FLORIDA GENERAL JUDICIAL DIVISION CASE NO. 07-46851 CA 31 CITY OF MIAMI, et. Plaintiff, vs. NOTICE OF DISMISSAL WITH PREJUDICE AND DISCHARGE MIAMI-DADE COUNTY, OF LIS PENDENS Defendant. YOU ARE HEREBY NOTIFIED that Plaintiff, L.'ty of Miami, et. al. dismisses with prejudice in the above -styled action, pursuant to Rule 1.420(a)(Florida Rules of Civil Procedure. Each side will bear its own costs and attorney fees. Furthermore, Plaintiff discharges the Notice of Lis Pendens ed in this action and recorded in Official Records Book 26144, page 3004 of the Public Records Miami -Dade County, Florida. Dated: , 2013 CITY OF MIAMI ATTOR 444 S.W. 2nd Ave, Suite 945 Miami, Florida 33130 By: A-1 Y'S OFFICE Henry J. Hunnefeld, Esq. Assistant City Attorney Attorney for Plaintiff, City of ni SUBSTITUTED Copies to: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: William R. Bloom, Esq. Attorney for Plaintiff, Southeast Overtown/Park West Community Redevelopment Cuevas, Jr. Deg := Herman Miam •1 ade County Attorney's Office Miami- i .,• e County Attorney Stephen P. ark Center 111 NW 1st Ste. 2810 Miami, FL 331 A-2 SUBSTITUTED This Ins prepared b ent was EXHIBIT B Declaration of Restrictive Covenant BLOCKS 45 and 56 Debra Herman, `t q. Miami -Dade Co Attorney Office Stephen P. Clark Ce'+„-r 111 N.W. 15t Street Suite 2800 Miami, Florida 33128 DE ARATION OF RESTRICTIONS THIS DECLARATION •'., RESTRICTIONS (the "Declaration") is made as of , 2013 by and between ami-Dade County, Florida, a political subdivision of the State of Florida (the "County") an the Southeast Overtown/Park West Community Redevelopment Agency, a public agency a body corporate to Section 163.356, Florida Statutes (the "CRA"). RECI A. The County and the CRA hold or claim ee simple titleinterest in and to the land in Miami -Dade County, Florida, legally described in ibit "A" attached hereto and made a part hereof (the "Property"). C. In accordance with the terms of the sett ent agreement dated as of , 2013 by and between the City of Miami, a municip:. corporation (the "City"), the County and the CRA (the "Settlement Agreement"), the County `: agreed to quit claim its interest in the Property to the CRA after the recordation of this Declara ..n. D. The City has quit claimed its interest in the Property to the NOW THEREFORE, in consideration of the foregoing and other g••d and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the .unty and the CRA, as the current owners of the Property, agree as follows: 1. Recitals. The recitals to the Declaration are true and correct and inco :.orated herein by reference. 2. Development Restrictions. The CRA and the County agree that the project ( "Project") to be developed on the Property shall consist of: (a) a retail, office, hotel and/or permitted institutional component containing a minimum of 150,000 square feet and a minimum B-1 SUBSTITUTED of structural parking spaces no less than as required by the applicable building codes (the "Retail Component") and (b) residential housing, consisting of a minimum of sixty (60) units and at least e minimum number of parking spaces required to comply with the applicable building codes ( K "Residential Component"). The Developer Opportunity, as hereinafter defined, shall require the eveloper to indicate the location on the Property of the Retail Component and the Reside , 'al Component. 3. Residential Restrictions. ( Component: (i) to made available for in (ii) seventy percent (70 available for individuals eighty percent (80%) of Residential Component shall be eighty percent (80%) of AMI and The CRA and the County agree that, with respect to the Residential ercent (10%) of such units comprising the Residential Component shall be viduals and/or families earning thirty percent (30%) or less of the AMI; of such units comprising the Residential Component shall be made or families earning more than thirty percent (30%) of AMI up to and (iii) twenty percent (20%) of such units comprising the ade available for individuals and/or families earning more than s than one hundred forty percent (140%) of AIM. (b) "AMI" shall me the median family income for Miami -Dade County as published annually by the U.S. Departmer..f Housing and Urban Development. (c) In the event that D requirements in Section 3(A)(i) same will re 3(A)(ii). eloper, as hereinafter defined, exceeds the e the requirement with respect to Section (d) In the event Developer exceeds requirements in Section 3(A)(i) and 3(A)(ii), in the aggregate, same will reduce the require is in Section 3(A)(iii) (i.e., if the percentage of units comprising the Residential Component i -:.-ting the requirement of Sections 3(A)(i) and 3(A)(ii) exceeds eighty percent (80%), the perc,tage of units comprising the Residential .Component which meet the requirements of Sect. '. 3(A)(iii) shall be reduced accordingly. (e) The CRA shall endeavor to select a Developer, who ill attempt to exceed the minimum standards set forth in Sections 3(A)(i) and 3(A)(ii) above' .'.e. maximize the percentage of the units comprising Residential Component made available•to ,•ividuals and/or families earning less than eighty percent (80%) of AMI). 4. Selection of Developer. The CRA shall conduct a solicitation, in accor:-nce with Section 163.380, Florida Statutes, (the "Development Opportunity") to select a develope . or the Project (the "Developer") in accordance with the terms of the Settlement Agreement. The . RA shall, within five days of the selection of the Developer by the Board of Commissioners of e CRA, advise the County by hand delivery or by certified mail, return receipt requeste. addressed to the County Mayor or its designee (the "Notice") of the Developer selected by the Board of Commissioners of the CRA pursuant to the Developer Opportunity. The Notice shall be deemed delivered to the County on the day hand delivered or the date the return receipt is executed. In such event, the Board of County Commissioners must approve or reject the Developer selected by the Board of Commissioners of the CRA and consider any proposed B-2 SUBSTITUTED ances to this Declaration as provided in Section 23 within forty five (45) days from the date of -livery of the Notice (unless the Commission is in recess during such period in which insta : e an additional day will be added for each day of recess) (the "Approval Period"). If the Board . County Commissioners does not approve or reject the Developer selected by the CRA and con •er any proposed variances to this Declaration within the Approval Period, the selection b e CRA and any proposed variances to this Declaration shall be deemed approved by the Boar• ,.f County Commissioners. In the event the Board of County Commissioners rejects the De oper selected by the CRA within the Approval Period, the CRA shall issue a new Developer •' .ortunity within thirty (30) days from the date of such rejection. The process shall continue unti ` he Developer is approved or deemed approved by the Board of County Commissioners. The evelopment Opportunity will require the Developer to diligently pursue the simultaneous develment of the Residential Component and the Retail Component, with a L preference on completion the Retail Component first. The Development Opportunity shall not require that any component phase of the Project be completed before construction on another component or phase can con nce. 5. Development A : ; rent. The CRA shall enter into a development agreement (the "Development Agreement") 'th the Developer, approved or deemed approved by the Board of County Commissioners hin ninety (90) days from the date the Developer is approved or deemed approved by the and of County Commissioners. If the CRA does not enter into the Development Agreement wthe Developer approved or deemed approved by the Board of County Commissioners within t , ninety (90) day period, the CRA shall terminate negotiations with such Developer and issue a `, w Developer Opportunity within thirty (30) days from the end of such ninety (90) day period. 6. Land Use and Zoning Approvals. Developer shall obtain all applicable land use and zoning approvals for the Project (the "Appro :. s") within two years from the recordation of this Declaration. The CRA shall convey the Prope by deed to the Developer prior to the Developer corrunencing construction. 7. Construction. The Developer must commen L vertical construction (defined as physical structures of the Retail Component actually being con • cted on the Property pursuant to applicable permits) within three years from the recordatiof this Declaration. The Developer must substantially complete construction of the Retail Cponent within twenty-four (24) months after commencement of vertical construction of the Ret.:' Component (the "Retail Completion Date"). The Developer shall commence vertical construe ..n (defined as physical structures of the Residential Component actually being constructed on Property pursuant to applicable permits) of the Residential Component within three years from t' - recordation of this Declaration and must substantially complete construction of the Residential ..omponent within twenty four (24) months after commencement of vertical construction o ' he Residential Component (the "Residential Completion Date"). The Retail Completion S ate and the Residential Completion Date shall be evidenced by one or more temporary p permanent certificates of occupancy (or their equivalent) for all buildings comprising the ,.articular component. Both the Retail Completion Date and Residential Completion D shall automatically be extended one day for each day of Unavoidable Delay provided the Ex utive Director of the CRA concurs with the Developer that an Unavoidable Delay has occurred an the County (by its Major or Mayor's designee) agree that an Unavoidable Delay has occurred, wh B-3 SUBSTITUTED approval by the County shall not be unreasonably withheld. The term "Unavoidable Delay" means delays due to area wide strikes, acts of God, floods, hurricanes, casualties, fires, acts of e public enemy and governmental moratoriums. The term Unavoidable Delay shall not include ays caused by any other source, including but not limited to a governmental entity acting in its pro:'etary or regulatory capacity or delays caused by lack of funds. Compensation. occupancy, o s the recordation the CRA each ye One Hundred Twen basis for the first fiv 'amount for the previou "Gross Rent" means all (but also including, but not Property whatsoever, such as a percentage of sales, but shall n from the commencement of the thereafter for the next twenty four (2 "frill accounting" of Gross Rent, fr Component for the previous year. Full A by Owner, CEO, or Financial officer of the be true and correct, setting forth the amoun statement shall also be duly certified by an statement referred to herein shall be in such breakdowns as County and CRA may reasonably Statement when multiplied by two and one half pc previous year's Project Payment paid for the period, the be paid immediately by the owner of the Retail Compone shall be no adjustment if the Statement when multiplied by less than the amount paid as the previous year's Project Paym the right to cause, upon five (5) days' written notice to the o complete audit to be made by a designated external auditing accounting firm selected by the County and/or CRA. If the owner to record, maintain, or make available sales supporting documentation failure is not cured within thirty (30) days of receipt of written notice, Retail Component shall be deemed to be in default of this Declaration. B. The tenn "Project Payment" shall mean the then current a ual payment due from the Developer to the County and the CRA pursuant to this paragraph. 1 subsequent Project Payments shall be due on the anniversary of the first payment. C. In the event Developer fails to make any Project Payment within .-n (10) days of when due Developer shall pay to each of the County and the CRA a late fee equal five percent (5%) of the Project Payment then due. A. Beginning thirty (30) days from the issuance of a temporary certificate of equivalent for the Retail Component, but in no event later than five years from this Declaration, the Developer shall separately pay to each of the County and for twenty-five (25) years the greater of (i) a sum of money, commencing at -Two Thousand and No/100 Dollars ($122,000.00) per year on an annual ears, and increasing by 3% per year for each year thereafter over the ear, or (ii) 2.5% of Gross Rent (the "Project Payment"). The tern es paid for the occupancy of space within the Retail Component 'ted to, any money -generating operations on any portions of the king), and including but not limited to flat rent or rent based on include utilities, taxes, or security deposits. Within 90 days st anniversary of the Project Payment, and every year years, the owner of the Retail Component shall submit a the business or businesses located on the Retail ounting means an Annual Written Statement, signed ner of the Retail Component and certified by it to f Gross Rent during the preceding year, which dependent Certified Public Accountant. The and style and contain such details and ennine or require. If this Annual Written ent (2.5%) exceeds the amount of the fference ("Annual Adjustment") shall to the County and the CRA. There o and one half percent (2.5%) is t. County and CRA shall have of the Retail Component, a or other certified public o e Retail Component fails specified above, which en the owner of the B-4 SUBSTITUTED D. In the event that Developer fails to make any Project Payment within thirty (30) days of when due such Project Payment shall bear interest at twelve percent (12%) per um from the date due until paid. E. Nothing .contained herein shall prevent or otherwise prohibit either the CRA the County (through their Boards), upon application by the Developer, from waiving their ri a > to one or more Project Payments, including portions of Project Payments, or penalties thereon. such event, the approval of the CRA shall not be required if the County chooses to waive its n a , s, nor shall the approval of the County be required in the event the CRA elects to waive its right 9. De T,. o.er Default. A. the event the Developer (i) does not obtain the Approvals in the timeframe provided in tion 6 of this Declaration, (ii) fails to achieve substantial completion of the Retail Component b . he Retail Completion Date, as same may be extended as a result of Unavoidable Delays, (iii) fai to achieve substantial completion of the Residential Component by the Residential Completion .te, as same may be extended as a result of Unavoidable Delays, or (iv) fails to make any Project ent when due, the CRA and/or the County (as applicable) may declare the Developer in defau by sending a Notice of Default (the "Default Notice"). The Default Notice shall be hand delivere to the Developer or mailed to the Developer by certified mail, return receipt requested. The D ault Notice shall be deemed delivered upon the date received if hand delivered, or if mailed, < the date the return receipt is executed or the date delivery is refused. Upon receipt, or deeme:. eceipt, of the Default Notice, the Developer shall have ninety (90) days to cure (the "Default Cu Period"). Extensions of the Default Cure Period shall not be unreasonably withheld, conditione r delayed for good cause shown, in the sole discretion of the Executive Director of the CRA i ° e CRA has issued the Default Notice, or in the sole discretion of the Mayor or the Mayor's de u ee if the County has issued the Default Notice. B. In the event the Default Notice is is ed pursuant to Section 9(A)(i), the Developer may extend the timeframe in which to obtain th= • pprovals for six (6) months by paying to each of the County and the CRA Two Hundred Fi ` Thousand and No/100 Dollars ($250,000.00) on or before the end of the Default Cure -Period, as :,. e may have been extended in accordance with the last sentence of Section 9(A). The exten '..n of the Approval Period pursuant to this Section 9(B) to cure a default pursuant to Section 9 (i) is a one time right of the Developer and may not be utilized in connection with any subseq -nt default pursuant to Section 9(A)(i). C. In the event the Default Notice is issued pursuant to S = :tion 9(A)(ii), the Developer may extend the Retail Completion Date, as same may have been ext--ded as a result of Unavoidable Delays, for an additional six (6) months by paying to each of the : unty and the CRA Two Hundred Fifty Thousand and No/100 Dollars (S250,000.00) on or befor e end of the Default Cure Period, as same may have been extended in accordance with the last s= 'tence of Section 9(A). The extension of the Retail Completion Date pursuant to this Section 9(C • cure a default pursuant to Section 9(A)(ii) is a one time right of the Developer and may not be u .'zed in connection with any subsequent default pursuant to Section 9(A)(ii). B-5 SUBSTITUTED D. In the event the Default Notice is issued pursuant to Section 9(A)(iii), the Developer may extend the Residential Completion Date, as same may have been extended as a sult of Unavoidable Delays, for an additional six (6) months by paying to each of the County a the CRA Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) on or before the end the Default Cure Period, as same may have been extended in accordance with the last senten .; of Section 9(A). The extension of the Residential Completion Date pursuant to this Section `:D) to cure a default pursuant to Section 9(A)(iii) is a one time right of the Developer and may n: be utilized in connection with any subsequent default pursuant to Section 9(A)(iii). In the event the Default Notice is issued pursuant to 9(A)(i) (ii) or (iii) of this Declaration, d is not cured prior to the end of the Default Cure Period, as same may be extended, in accorce with the last sentence of Section 9(A), title to any portion(s) of the Property which have s of been unproved with buildings shallautomatically revert back to the CRA, subject to the ri' :ts of the County set forth in the Declaration and Settlement Agreement and pending the selection f another Developer as set forth therein (the "Reverter Property"). F. If the fault Notice is issued pursuant to Section 9(A)(iv) and same is not cured within the Default Cure '`,.• 'od, then all remaining Project Payments together with a fifteen percent (15%) penalty shall be a `' :.matically accelerated and shall be deemed immediately due and payable to the County and the • . In such event, the County and the CRA shall have the right to pursue any and all remedies a_' 'nst the Developer for the outstanding amounts. G. The Developer sh! be liable to the County and the CRA for all reasonable attorneys fees and costs inc , ,. by the County and the CRA as .a result of a Developer Default. H. Any payments made to the .unty and the CRA pursuant to Section 9(B), 9(C) and 9(D) shall not constitute a Project Payment :. id shall not be credited against any Project Payment. 10. Reverter RFP. In the event any portion o ...ie Property reverts to the CRA, the CRA shall issue a new Developer Opportunity with res ct to the Reverter Property, in accordance with Section 4 of the Declaration, within ninety 1) days from the date the CRA acquires the Reverter Property, and shall provide Notice to the C• , my of the Developer selected for its Approval as set forth herein and in the Settlement Agreem- a . In the event the Board of County Commissioners rejects the Developer selected by the CRA „ ithin the new Approval Period, the CRA shall issue a new Developer Opportunity within thirt 30) days from the date of such rejection. The process shall continue until the Developer is. ,.pproved or deemed approved by the Board of County Commissioners. The CRA shall enter to a Development Agreement with the Developer approved or deemed approved by the 'r' oard of County Commissioners within ninety (90) days of the date the Developer is appr ed or deemed approved by the Board of County Commissioners. If the CRA does not , ter into the Development Agreement with the Developer approved or deemed approved by t Board of County Commissioners within the ninety (90) day period, the CRA shall terminate n- _..tiations with such Developer and issue a New Developer Opportunity within thirty (30) days o s e end of such ninety (90) day period. The new Developer shall be bound by the terms o`: this Declaration. To the extent that any portion of the Property reverts to the CRA after six (6) y= rs B-6 SUBSTITUTED om the date of the recordation of this Declaration, then, in such event, same shall revert from CRA to the County upon written notice from the County to the Executive Director of the C' free and clear of all claims by the CRA and any Developer and free and clear of this - Decl tion. If requested by the County, the CRA shall convey such portion of the Property to the Co ty by quit claim deed. In the event of such reversion, this Declaration shall then automat ly terminate. 11. otwithstanding any other provision set forth herein, in the event that vertical construction (d ned as physical structures actually being constructed on the Property pursuant to the applicable . c 'ts) has not commenced on the Property within three years from the date of the recording of thi ! eclaration, then the Property shall revert to the County upon written notice by the County to the ► ecutive Director of the CRA at any time prior to the commencement of the vertical constructio If requested. by the County, the CRA shall provide the County with a special warranty deed tr. : erring all title and interest in and to the Property to the County, free and clear of all claims any encumbrances and free and clear of this Declaration, which the County shall record. However, ,uch reverter shall become effective upon receipt by the CRA of the written notice of the exercis:.,sf the reverter, regardless of the special warranty deed. In the event of such reversion, this Decl.: tion shall then automatically terminate, and notice of same may be recorded by the County. 12. No Limitation of Reme•' s. Nothing contained herein shall be construed as limiting the rights and remedies of the Co ty, the City or the CRA set forth in the Settlement Agreement. 13. County Inspection. Prior to comption of construction of the Project, the County and the CRA shall have the right, but not the ob ._ation, at any time during normal business hours, to enter and inspect the Property to det ine whether the requirements of this Declaration are being complied to by the Developer. 14. Covenant Running with the Land. This D .laration shall constitute a covenant running with the land and shall be binding on the CRA and successors and assigns having an interest in the Property. This Declaration is for the benefit o and limitation upon, all present and future owners of the Property and for the benefit of the Coun and the CRA. 15. Tenn. This Declaration is to run with the land for a p- .:od of thirty (30) years and shall be automatically extended for additional ten (10) year periods u '1 thirty (30) years from the issuance of the last temporary certificate of occupancy (or its equival:,? t) for the last building comprising the Project. 16. Modification. Provided that the Developer is not in default bey• ' d the applicable grace periods and is current with all of its payment obligations to the CRA and e County, this Declaration may be modified, amended or released with respect to the Property, s any portion thereof, by written instrument executed and recorded by the then owner(s) of the fee`' mple title to the Property, the CRA and the County with the approval of the respective Boards o e CRA and the County. Notwithstanding the foregoing, the Executive Director of the C (the "Executive Director") may unilaterally, without the consent of the County being reqred, modify this Declaration with respect to the following quantifiable requirements, by an am. -,nt B-7 SU BSTITUTED not to exceed 10 percent of such number or 10 percent of such percentages, as follows: (a) the number of square feet, and number of residential units in Section 2 and (b) the time frame set orth in Section 6 and 7. Additionally, the Executive Director may modify this Declaration in other non -substantive manner without the consent of the County, provided such mil :'fications are in writing. Any modifications, amendments, or releases shall be evidenced by a rec, ded amendment to this Declaration executed by all required parties thereto. 1 s Successor to the CRA. In the event of a termination of the CRA, the City shall be success .• to CRA for all purposes under this Declaration. In such event, all references in this Declaration t► , he CRA shall be deemed references to the City, all references in this Declaration to the approval the Board of the CRA shall be deemed references to the Board of the City and all references in s Declaration to the Executive Director of the CRA shall be deemed references to the M: ,or of the City for all purposes under the Declaration. Any Developer, other than the City, the Co , and the CRA, may not assign, convey, or transfer the right to develop the Property, or any po on thereof, without written approval by the respective Boards of the County and the CRA, whi, ;e may be withheld in their sole and absolute discretion, unless such consent is not required un :, the Settlement Agreement. To the extent that such entity is controlled by the Developer, `ti lieu of the foregoing, the County Mayor or County Mayor's designee together with the Exec ve Director may approve same in writing. Notwithstanding the foregoing, upon the issuance o • Certificate of Occupancy (CO) (or its equivalent) for the Retail Component or any portion the ,of or the Residential Component, or any portion thereof, the Developer is permitted to transfer •'t interest in`that completed Component of the Property subject to any remaining financial obligat : i to the CRA or County. 18. Enforcement. The County •: , d the CRA shall be entitled to enforce this Declaration against any person violating or atte ting to violate, any of the terms and provisions contained in this Declaration by appropriate action. at law or in equity. The prevailing party in any action or suit pertaining to or arising out of thi tIeclaration shall be entitled to recover, in addition to costs and disbursements allowed by law, ch sum as the court may adjudge to be reasonable for the services of an attorney. This Section s ;.11 be in addition to any other remedies available at law, in equity, or both, and including the forcement rights set forth in the Settlement Agreement. 19. Election of Remedies. All rights, remedies and p leges granted herein shall be deemed to be cumulative and the exercise of any one or more 4.ha11 neither be deemed to constitute an election of remedies, nor shall it preclude the party ercising the same from exercising such other additional rights, remedies or privileges. 20. Severability. Invalidation of any one of these covenants, b ' _'udgment of Court, shall not affect any of the other provisions which shall remain in full force an• ffect. 21. Sovereign Rights. The Developer and its successors, and assign • acknowledge that this Declaration does not obligate the County, the City and the CRA in any i'~,Inner other than as specifically set forth herein. The County, the City, and the CRA shall not be li.: 'le to any other person for the exercise of its governmental authority, regulatory powers, and/ . olice powers. The County, the City and the CRA retain all of their sovereign prerogatives and . is under Florida laws, and shall in no way be estopped or otherwise prevented from withholdin, or B-8 SUBSTITUTED refusing to issue any approvals of applications, or be liable for same, or to grant any approvals of applications for building, zoning, planning or development under present or future laws and dinances of whatever nature. 22. Governing Law. This Declaration shall be construed and governed in accordance with t laws of the State of Florida, without application of conflict of laws principles. Venue shall be i the Circuit Court in and for Miami -Dade County, Florida or the Federal District Court of the Sout'' - District of Florida. 23. 'ance. In the event the Developer selected by the CRA in response to the Developer Oppo -. 'ty proposed variance from the requirements of the Declaration, which variances have bee pproved by the Board of Commissioners of the CRA in light of market conditions and .infon ion provided by the Developer, the Board of County Commissioners shall consider such varia' . es at the time the Board of County Commissioners is requested by the CRA to approve the Deve':,;•er and such variances shall be outlined to the County in the Notice to the County. The County ees to consider such variances at the time it acts on the approval of the Developer, with no ob" ; ation on the part of the Board of County Commissioners to approve any such variances fro ,he Declaration, which shall be in the sole discretion of the Board of County Commissioners. The variances shall be deemed considered, if they are included in the documentation submit' =,• for the Board of County Commissioner's consideration by the CRA. If the Board of County :.•minissioners approves, or is deemed to approve, the Developer and some or all of the variances : quested by the Developer, the County and the CRA shall execute and record an amendment to `° Declaration to reflect the variances approved, or deemed approved, by the Board of County Co issioners. 24. To the extent that this Declaration ,; •uires construction, and regardless of the notation of the "preparer" contained upon same, oth the CRA and the . County equally participated in the drafting of this Declaration, and a•'•,ordingly, such document shall not be construed in favor of, or against, either party. [SIGNATURE PAGES TO FOL ► W B-9 SUBSTITUTED IN WITNESS THEREOF the County and the CRA have executed this Declaration as of e date first above written. Wi sses: CRA: Southeast Overtown/Park West Community Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes By: Printed Name: Clarence E. Woods, III Executive Director Printed Name: ATTEST: Clerk of the Board By: Approved for legal sufficiency By: William R. Bloom, Esq. Holland & Knight LLP ecial Counsel Witnesses: COUN Y: • Printed Name: MIAMI-D E COUNTY, a political sub vision of the State of Florida By: Printed Name: ATTEST: Harvey Ruvin, Clerk By: Deputy Clerk Approved for legal sufficiency County Attorney By: B-10 SUBSTITUTED TE OF FLORIDA ) ) ss. CO OF MIAMI-DADE ) foregoing instrument was acknowledged before me this day of , 2013, by Clarence E. Woods, III, Executive Director of the Southeast Overtown/P. West Community Redevelopment Agency, on behalf of the Agency. He is personally kn•'., n to me or has produced as identification. (SEAL) Notary Public -State of Commission Number: B-11 SUBSTITUTED Lots 1 as recorde • Exhibit A Legal Description gh 12 inclusive, Block 45, NORTH, CITY OF MIAMI, according to the Plat thereof Plat Book `B" at Page 41 of the Public Records of Miami -Dade County, Florida. Lots 1 through inclusive, Block 56, NORTH, CITY OF MIAMI, according to the Plat thereof, as recorded in Pla ook `B" at Page 41 of the Public Records of Miami -Dade County, Florida. B-12 SUBSTITUTED EXHIBIT C BLOCK 36 DECLARATION OF RESTRICTIVE COVENANT Instrument was prep.: ,-d by Debra H-.' an, Esq. Miami -Da • County Attorney Office Stephen P. C k Center 111 N.W. 1st S -et Suite 2800 Miami, Florida 331 CLARATION OF RESTRICTIONS THIS DECLARATIO OF RESTRICTIONS (the "Declaration") is made as of , 2013 by and betw- Miami -Dade County, Florida, a political subdivision of the State of Florida (the "County") and the Southeast Overtown/Park West Community Redevelopment Agency, a public agen and body corporate to Section 163.356, Florida Statutes (the "CRA"). ITALS A. The County and the CRA hold or •..im fee simple title interest in and to the land in Miami -Dade County, Florida, legally described i .. Composite Exhibit "1" attached hereto (the "Property"). B. In accordance with the terms of the `..ettlement agreement dated as of , 2013 by and between the City of Miami, a m i icipal corporation (the "City"), the County and the CRA (the "Settlement Agreement"), the Co':-.aty has agreed to quit claim its interest in the Property to the CRA after the recordation of this P , laration. C. The City has quit claimed its interest in the Property t . he CRA. NOW THEREFORE, in consideration of the foregoing and o er good and valuable consideration, the receipt and sufficiency of which is hereby acknowledge: the County and the CRA, as the current owners of the Property, agree as follows: 1. Recitals. The recitals to the Declaration are true and correct . ' incorporated herein by reference. 2. Development Restrictions. The CRA and the County agree that the Prop . . shall be developed as (a) a retail, office, hotel and/or permitted institutional component conta ing a minimum of 30,000 square feet and a sufficient number of parking spaces not less th as C-1 SUBSTITUTED required by the applicable building codes, (the "Retail Component") and (b) a parking garage ntaining a minimum of three hundred (300) parking spaces (the "Parking Component") of ich up to fifty (50) parking spaces may be utilized to satisfy the parking required for the Retail Co , .onent in 2(a) (collectively the "Project"). If the Parking Component includes any office spac- nd/or a retail liner exceeding 5,000 square feet then, up to 5,000 square feet can be deeme• . o reduce the minimum 30,000 square foot requirement of the Retail Component. The lot cover of the Parking Component will not exceed (i) the maximum required by the applicable 'ng code; or (ii) fifty percent (50%), whichever is less. 3. shall be required i Settlement Agreem ,t, limited liability comp Development Agreemen deemed the Developer for able to finalize the Block 36 thirty (30) days from the date conduct a solicitation, in accord Opportunity") to select a develop terms of the Settlement Agreement. Developer by the Board of Connmissio by certified mail, return receipt request "Notice") of the Developer selected by the proposed variances to the Declaration. The the day hand delivered or the date the return r County Commissioners must approve or reject the any proposed variances to the Declaration as provi from the date of delivery of the Notice (unless the Co which instance an additional day will be added for each If the Board of County Commissioners does not approve o CRA within the Approval Period, the selection by the CRA Declaration shall be deemed approved by the Board of County Board of County Commissioners rejects the Developer selected b Period, the CRA shall issue a new Developer Opportunity within of such rejection. The process shall continue until the Develope approved by the Board of County Commissioners. The Development the Developer to diligently pursue the simultaneous development of the the Retail Component, with a preference on completion of the Parking Co Development Opportunity shall not require that any component or phase completed before construction on another component or phase can continence. ection of Develo.er. The County agrees that no approval from the County he CRA enters into the Block 36 Development Agreement, as defined in the with The Gatehouse Group, LLC, a Commonwealth of Massachusetts y ("Gatehouse"), or its affiliate. If the CRA finalizes the Block 36. with Gatehouse, or its affiliate, Gatehouse, or its affiliate, shall be e purpose of this Declaration. If the CRA and Gatehouse are not evelopment Agreement on terms acceptable to the CRA, then with e CRA terminates negotiations with Gatehouse, the CRA shall e with Section 163.380, Florida Statutes, (the "Development for the Project (the "Developer") in accordance with the he CRA shall, within five days of the selection of the rs of the CRA, advise the County by hand delivery or addressed to the County Mayor or its designee (the pursuant to the Developer Opportunity and any tice shall be deemed delivered to the County on ipt is executed. In such event, the Board of eveloper selected by the CRA and consider in Section 15 within forty five (45) days ission is in recess during such period in of recess) (the "Approval Period"). eject the Developer selected by the d the proposed variances to this mmissioners. In the event the he CRA within the Approval y (30) days from the date is approved or deemed portunity will require P. ing Component and onent first. The the Project be 4. Development Agreement. The CRA shall enter into a developmen (the "Development Agreement") with the Developer, approved or deemed approv Board of County Commissioners within ninety (90) days from the date the Dev approved or deemed approved by the Board of County Commissioners. If the CRA enter into the Development Agreement with the Developer approved or deemed approv y Board of County Commissioners within the ninety (90) day period, the CRA shall tennina approved greement by the e�.er is do not ,e C-2 SUBSTITUTED negotiations with such Developer and issue a new Developer Opportunity within thirty (30) days om the end of such ninety (90) day period. 5. The Developer shall obtain all applicable land use and zoning approvals for the Proje `': (the "Approvals") within the earlier of (i) twelve months from the recording of this Declara n if the CRA has executed a proposed Development Agreement with Gatehouse or its affiliate (w=•'ch effectiveness would be contingent on this Settlement) or (ii) two years from the recordation `; this Declaration. The CRA shall convey the Property (excluding solely that portion of the operty to be utilized for the Parking Component) by deed to the Developer prior to the Develope'', ommencing vertical construction of the Retail Component. 6. Cons physical structures ac the Retail Component Declaration if Gatehouse recordation of this Declarati must substantially complete months from commencement o Completion Date"). The Develo Component within twenty four (24) Parking Component (the "Parking Co Parking Completion Date shall be eviden of occupancy (or their equivalent) for all the Retail Completion Date and Parking Co day for each day of Unavoidable Delay provi with the Developer that an Unavoidable Delay Mayor's designee) agree that an Unavoidable Delay shall not be unreasonably withheld. The term "Una wide strikes, acts of God, floods, hurricanes, casualti governmental moratoriums. The tern Unavoidable Delay other source, including but not limited to a govemrnenta regulatory capacity or delays caused by lack of funds. 7. Developer Default. ction. The Developer must commence vertical construction (defined as lly.being.constructed on the Property pursuant toapplicable permits) of the Parking Component within two years from the recordation of this r its affiliate is the developer, or within three years from the if the developer is not Gatehouse or its affiliate. The Developer struction of the Retail Component within twenty-four (24) vertical construction of the Retail Component (the "Retail must substantially complete construction of the Parking nths from commencement of vertical construction of the letion Date"). The Retail Completion Date and the d by one or more temporary or permanent certificates 'ldings comprising the particular component. Both letion Date shall automatically be extended one d the Executive Director of the CRA concurs occurred and the County (by its Major or occurred, which approval by the County 'dable Delay" means delays due to area fires, acts of the public enemy and all not include delays caused by any ntity acting in its proprietary or A. In the event the Developer (i) does not obt•: ' the Approvals in the timeframe provided in Section 5 of this Declaration, (ii) fails to achiev ubstantial completion. of the Retail Component by the Retail Completion Date, as same may be = ended as a result of Unavoidable Delays, (iii) fails to achieve substantial completion of the Par g Component by the Parking Completion Date, as same may be extended as a result of Unay.` � able Delays, or (iv) fails to make any Project Payment when due (as defined in Paragraph 17 h:. in), the CRA and the County (as applicable) may declare the Developer in default by sendin Notice of Default (the "Default Notice"). The Default Notice shall be hand delivered to the ,. eloper or mailed to the Developer by certified mail, return receipt requested. The Default Notic ; hall be deemed delivered upon the date received if hand delivered, or if mailed, on the date th= eturn receipt is executed or the date delivery is refused. Upon receipt, or deemed receipt, of the D ult Notice, the Developer shall have ninety (90) days to cure (the "Default Cure Perio C-3 SUBSTITUTED Extensions of the Default Cure Period for good cause shown shall be in the sole discretion of the CRA if the CRA has issued the Default Notice, or in the sole discretion of the County if the unty has issued the Default Notice. Devel paying t ($250,000. in accordanc pursuant tp thi the Developer an Section 7(A)(i). C. Developer may extend th of Unavoidable Delays, for CRA Two Hundred Fifty Th the Default Cure Period, as sam Section 7(A). The extension of th a default pursuant to Section 7(A)(ii) in connection with any subsequent defa B. In the event the Default Notice is issued pursuant to Section 7(A)(i), the er may extend the timeframe in which to obtain the Approvals for six (6) months by each of the County and the CRA Two Hundred Fifty Thousand and No/100 Dollars ) on or before the end of the Default Cure Period, as same may have been extended with the last sentence of Section 7(A). The extension of the Approval Period ection 7(B) to cure a default pursuant to Section 7(A)(i) is a one time right of may not be utilized in connection with any subsequent default pursuant to e event the Default Notice is issued pursuant to Section 7(A)(ii)', the etail Completion Date, as same may have been extended as a result additional six (6) months by paying to each of the County and the and and No/100 Dollars ($250,000.00) on or before the end of ay have been extended in accordance with the last sentence of etail Completion Date pursuant to this Section 7(C) to cure a one time right of the Developer and may not be utilized t pursuant to Section 7(A)(ii). D. In the event the De Developer may extend the Parking Completi of Unavoidable Delays, for an additional six ( CRA Two Hundred Fifty Thousand and No/100 the Default Cure Period, as same may have been ex Section 7(A). The extension of the Parking Comple cure a default pursuant to Section (A)(iii) is a one tim utilized in connection with any subsequent default pursuan t Notice is issued pursuant to Section 7(A)(iii), the Date, as same may have been extended as a result onths by paying to each of the County and the ollars ($250,000.00) on or before the end of ded in accordance with the last sentence of n Date pursuant to this Section 7(D) to ght of the Developer and may not be o Section 7(A)(iii). E. In the event the Default Notice is issu this Declaration, and is not cured prior to the end of the Defau extended, in accordance with the last sentence of Section 7(A), Property which have not been improved with buildings shall auto CRA, subject to the rights of the County set forth in the Declaration and pending the selection of another Developer as set forth therein (the ursuant to 7(A)(i) (ii). or (iii) of Cure Period, as same may be tle to any portion(s) of the tically revert back to the Settlement Agreement verter Property"). G[ F. If the Default Notice is issued pursuant to Section 7(A) cured within the Default Cure Period, then all retraining Project Payments toge percent (15%) penalty shall be automatically accelerated and shall be deemed ii and payable to the County and the CRA. In such event, the County and the CRA s right to pursue any and all remedies against the Developer for the outstanding amounts. G. The Developer shall be liable to the County and the CRA reasonable attorneys fees and costs incurred by the County and the CRA as a result Developer Default. ) and same is not r with a fifteen ediately due 11 have the all a C-4 SUBSTITUTED CRA accord acquires t for its Appr County Comi Period, the CRA of such rejection. approved by the Bo Agreement with the Commissioners within n approved by the Board Development Agreement wit County Commissioners within with such Developer and issue a of such ninety (90) day period. Declaration. To the extent that any po from the date of recordation of this Property that reverts to the CRA same s notice from the County to the Executive Dir CRA and any Developer and free and clear o CRA shall convey such portion of the Property t such reversion to the County, this Declar Notwithstanding the foregoing, if the Parking Co Parking Component shall remain vested in the CRA H. Any payments made to the County and the CRA pursuant to Sections 7(B), 7(C) and 7(D) shall not constitute a Project Payment and shall not be credited against any oject Payment. 8. Reverter RFP. In the event any portion of the Property reverts to the CRA, the all issue a new Developer Opportunity with respect to the Reverter Property, in e with Section 3 of the Declaration, within ninety (90) days from the date the CRA Reverter Property, and shall provide Notice to the County of the Developer selected al as set forth herein and in the Settlement Agreement. In the event the Board of sioners rejects the Developer selected by the CRA within the new Approval all issue a new Developer Opportunity within thirty (30) days from the date The process shall continue until the Developer is approved or deemed of County Commissioners. The CRA shall enter into a Development eveloper approved or deemed approved by the Board of County ety (90) days of the date the Developer is approved or deemed o County Commissioners. If the CRA does not enter into the the Developer approved or deemed approved by the Board of ninety (90) day period, the CRA shall terminate negotiations w Developer Opportunity within thirty (30) days of the end e new Developer shall be bound by the terns of this on of the Property reverts to the CRA after six (6) years laration, then, in such event, if such portion of the 1 revert from the CRA to the County upon written tor of the CRA, free and clear of all claims by the 's Declaration. If requested by the County, the e County by quit claim deed. In the event of n shall then automatically terminate. onent has been completed, title to the 9. Notwithstanding any other provision set fo '.,1 herein, in the event that vertical construction (defined as physical structures actually being c• tructed on the Property) has not commenced on the Property within two years from the date oft'' recording of this Declaration if the developer is Gatehouse or its affiliate, or three years from tht date of the recording of this Declaration if the developer is any other entity, the Property sha ' evert to the County upon written notice by the County to the Executive Director of the C • at any time prior to the commencement of the vertical construction. If requested by the Count he CRA shall provide the County with a special warranty deed transferring all right, title and terest in and to the Property to the County, free and clear of all claims and encumbrances and . - e and clear of this Declaration, which the County shall record. However, such reverter shall beco ' e effective upon receipt by the CRA of the written notice of the exercise of the reverter, regardle . of the special warranty deed. In the event of such reversion, this Declaration shall then > tomatically terminate, and notice of same may be recorded by the County. 10. Modification. Provided that the Developer is not in default beyond the ap cable grace periods and is current with all of its payment obligations to the CRA and the Count ' this Declaration may be modified, amended or released with respect to the Property, or any po ' •n C-5 SUBSTITUTED thereof, by written instrument executed and recorded by the then owner(s) of the fee simple title to the Property, the CRA and the County with the approval of the respective Boards of the CRA d the County. Notwithstanding the foregoing, the Executive Director of the CRA (the xecutive Director") may unilaterally, without the consent of the County being required, mi„ify this Declaration with respect to the following quantifiable requirements, by an amount not > exceed 10 percent of such number or 10 percent of such percentages, as follows: (a) the numbe', •f parking spaces in Section 2; (b) the time frames set forth in Sections 5 and 6; and (c) the num of retail square feet in Section 2. Additionally, the Executive Director may modify this Declar: ,-on in any non -substantive manner without the consent of the County, provided such modification e in writing. Any modifications, amendments, or releases shall be evidenced by a recorded ame'`: ment to this Declaration executed by all required parties thereto. 11. No limiting the rights an Agreement. nation of Remedies. Nothing contained herein shall be construed as emedies of the County, the City or the CRA set forth in the Settlement 12. Count Ins and the CRA shall have the hours, to enter and inspect t Declaration are being complied to ion. Prior to completion of construction of the Project, the County t, but not the obligation, at any time during normal business Property to determine whether the requirements of this the Developer. 13. Covenant Runnin• wit the Land. This Declaration shall constitute a covenant running with the land and shall be bindi on the CRA and its successors and assigns having an interest in the Property. This Declaration • for the benefit of, and limitation upon, all present and future owners of the Property and for the enefit of the County and the CRA. 14. Tenn. This Declaration is to run 'th the land for a period of thirty (30) years and shall be automatically extended for additional ten ' } 0) year periods until the payment of the last Project Payment pursuant to Section 17 has been pai • ly the Developer. 15. Variance. In the event the Developer s=',-cted by the CRA in response to the Developer Opportunity proposed variance from the requir=,: ents of this Declaration (including but not limited to Gatehouse and its affiliates), which varianc have been approved by the Board of Commissioners of the CRA in light of market conditions ;,d infonnation provided by the Developer, the Board of County Commissioners shall consider ti. ch variances at the time the Board of County Commissioners is requested by the CRA to app ' .ve the Developer and such variances shall be outlined to the County in the Notice to the C:-,: ty. To the extent that Gatehouse or its affiliates request a variance from the Declaration, > uch variance must be approved in the same manner and in the same timeframes, as the approval the Developer. The County agrees to consider such variances at the time it acts on the approval the Developer (or the approval of Gatehouse's proposed variance, if any), with no obligation the part of the Board of County Commissioners to approve any such variances from this De aration, which shall be in the sole discretion of the Board of County Commissioners. The van., ces shall be deemed considered if they are included in the documentation submitted for the Boa of County Coirunissioner's consideration by the CRA. If the Board of County Commissioners ap,, oves, or is deemed to approve, the Developer and some or all of the variances requeste• . y the C-6 SUBSTITUTED Developer, the County and the CRA shall execute an amendment to this Declaration to reflect the variances approved, or deemed approved, by the Board of County Commissioners. 16. Construction. To the extent that this Declaration requires construction, and re dless of the notation of the "preparer" contained upon same, both the CRA and the County equa participated in the drafting of this Declaration, and accordingly, such document shall not be con ed in favor of, or against, either party. 17. Compensation. Beginn of occupancy or ' s recordation of this CRA each year for Thirty Eight Thousand basis for the first five y amount for the previous yea "Project Payment"). "Gross Retail Component, (but also in associated with the Retail Compo the owner of the Retail Component), percentage of sales, but shall not inch from the commencement of the first thereafter for the next twenty four (24) yea "full accounting" of Gross Rent, from th Component for the previous year. Full Accoun by Owner, CEO, or Financial officer of the owne be true and correct, setting forth the amount of G statement shall also be duly certified by an indep statement referred to herein shall be in such' form breakdowns as County and CRA may reasonably detenn Statement when multiplied by two and one half percent previous year's Project Payment paid for the period, the differ be paid immediately by the owner of he Retail Component to th shall be no adjustment if the Statement when multiplied by two less than the amount paid as the previous year's Project Payment. the right to cause, upon five (5) days' written notice to the owner complete audit to be made by a designated external auditing fine or accounting fine selected by the County and/or CRA. If the owner of the R to record, maintain, or make available sales supporting documentation as spec failure is not cured within thirty (30) days of receipt of written notice, then Retail Component shall be deemed to be in default of this Declaration. A. The term "Project Payment" shall mean the then current annua .ayment due from the Developer to the County and the CRA. All subsequent Project Payments all be due on the anniversary of the first payment. No Project Payment shall be due with respect the the earlier of (a) thirty (30) days from the issuance of a temporary certificate equivalent for the Retail Component or (b) five (5) years from the date of eclaration, the Developer shall separately pay to each of the County and the enty-five (25) years a sum of money commencing with the greater of ive Hundred and No/100 Dollars ($38,500.00) per year on an annual s and increasing by 3% per year for each year thereafter over the or (ii) 2.5% of the Gross Rent paid by tenants of the Property (the t" means all monies paid for the occupancy of space within the uding, but not limited to, any money -generating operations nt including parking revenues paid directly or indirectly to d including but not limited to flat rent or rent based on a e utilities, taxes, or security deposits. Within 90 days iversary of the Project Payment, and every year the owner of the Retail Component shall submit a business or businesses located on the Retail g means an Annual Written Statement, signed f the Retail Component and certified by it to ss Rent during the preceding year, which dent Certified Public Accountant. The style and contain such details and e or require. If this Annual Written .5%) exceeds the amount of the ce ("Annual Adjustment") shall County and the CRA. There one half percent (2.5%) is my and CRA shall have of ' e Retail Component, a ther certified public it Component fails ed above, which owner of the C-7 SUBSTITUTED arking Component; however, any rent derived from the retail liner and/or office space, if any, all be included in the calculation of Gross Rent attributable to the Retail Component. B. To the extent the gross revenues generated by the Parking Component excee. aerating expenses of the Parking Component calculated in accordance with generally accepted ccounting principles consistently apply, as confirmed by the CRA's auditors, the owner oft arking Component shall pay to the County 2.5% of the net revenues derived from the operation the Parking Component each year on an annual basis for twenty-five (25) years from the issuan of the temporary certificate of occupancy or its equivalent for the Parking Component. C. :: the event Developer fails to make the Project Payment within ten (10) days of when due, Deve • er .shall payeach of the County and the CRA a late fee equal to five percent (5%) of the Project _ yment then due. D. In the e ;•t Developer fails to make any Project Payment within thirty (30) days of when due such Proje: Payment shall bear interest at 12% per annum from the date due until paid. E. Nothing containe•: erein shall prevent or otherwise prohibit either the CRA or the County through their Boards on application by the Developer from waiving their rights to one or more Project Payments, in uding portions of Project Payments or penalties thereof. In such event, the approval of the C shall not be required if the County chooses to waive its rights nor shall approval of the County equired in the event the CRA elects to waive its rights. [SIGNATURE PAGES TO `' OLLOW] C-8 SUBSTITUTED IN WITNESS THEREOF the County and the CRA have executed this Declaration as of the date first above written. tnesses: CRA: Southeast Overtown/Park West Community Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes By: Printed Name: Clarence E. Woods, III Executive Director Printed Name: ATTEST: Clerk of the Board By: Approved for legal sufficiency Witnesses: Printed Name: Printed Name: By: William R. Bloom, Esq. Holland & Knight LLP Special Counsel MIA ADE COUNTY, a politic.` subdivision of the State of Florida By: ATTEST: Harvey Ruvin, Clerk By: Deputy Clerk Approved for legal sufficiency County Attorney By: C-9 SUBSTITUTED TATE OF FLORIDA ) ss. CO ►` TY OF MIAMI-DADE foregoing instrument was acknowledged before me this day of _ , 2013, by Clarence E. Woods, III, Executive Director of the Southeast Overtown/PWest Community Redevelopment Agency, on behalf of the Agency. He is personally kn: n to me or has produced as identification. (SEAL) Notary Public -State of Commission Number: C-10 SUBSTITUTED Exhibit 1 Legal Description Lots 1, 2, 6, 7, 8, 9, 10, 11, 14, 15, 16, 17, 18, 19, 22, 23, 24, 26, 27, 30, 31, 32, 33, 34, 35, 38, 39, 40, 41, , 43, 46, 47 and 48 in Block 36 of P. W. WHITE'S RE -SUBDIVISION, according to the Plat th- -of, recorded in Plat Book "B" at Page 34 of the Public Records of Miami -Dade County, Florida; LESS' AND EXCEP'. THEREFROM • that portion thereof lying within the Metropolitan Dade County Metrorail right ,:f--way which is described as follows: Begin at the Southeast corner of said Block 36; thence run 87°46'59" W, along the South line of said Block 36, for a distance of 1.53 feet; thence run N 04° ' '53" W for a distance of 187.90 feet to a point of intersection with the arc of a circular curve con, .ve to the Southwest, the center of which bears S 82°00'08" W from said point of intersection; ence run Northwesterly along • the arc of said circular curve concave to the Southwest, having a adius of 987.00 feet, through a central angle of 06°39'50", for an arc distance of 114.79 feet to th..oint of intersection with the North line of said Block 36; thence run N 87°46'14" E, along the No i line of said Block 36, for a distance of 27.71 feet to the Northeast comer of said Block 36; th,,.ce run S 02°16'19" E, along the East line of said Block 36, for a distance of 301.01 feet to the int of Beginning; and LESS AND EXCEPT THEREFROM the West 4eet of Lots 11, 14, 19, 22, 27, 30, 35, 38, 43 and 46 of Blocks 36 of P.W. White's Resubdivisio recorded in Plat Book `B," at Page 34 of the Public Records of Miami -Dade County, Florida. C-11 SUBSTITUTED EXHIBIT D CRA Release of County and City RELEASE (Release by the CRA) KNOW A MEN BY THESE PRESENTS that the SOUTHEAST OVERTOWN/PARK ST COMMUNITY REDEVELOPMENT. AGENCY, a public agency and body corporate crea' :• pursuant to Section 163.356, Florida Statutes (the "CRA") for and in consideration of Ten and I/100 Dollars ($10.00), and other good and valuable consideration, received from or on behalf o `: e CITY OF MIAMI, a Florida municipal corporation (the "City") and MIAMI-DADE COUNT LORIDA, a political subdivision of the State of Florida (the "County") and, the receipt and :` equacy of which is hereby acknowledged, remises, releases, acquits, satisfies, and forever disc ges the City and the County and each of their respective officers, directors, commissioners, ag=,ts and employees (collectively, the "Released Parties") of and from all, and all manner of action ..• actions, cause and causes of action, suits, debts, dues, sums of money, accounts, agreements, p mises, damages, judgments, executions, claims and demands whatsoever, in law or in equity, w 'eh the CRA ever had, now has, or which the CRA hereafter can, shall or may have, against sai s eleased Parties, for, upon or by reason of any matter, cause or thing whatsoever, from the be_`-? 'ng of the world to the date of these presents relating to or arising out of, directly or indirectly: (i) Matters raised and the matters that coul• . ave been raised in the action styled City of Miami, et al. vs. Miami -Dade County ` . ase No. 07-46851 CA 31, filed in the l l th Judicial Circuit in and for Miami -Dade' . ounty, Florida. (ii) Matters raised and matters that could have been :.;'sed in the action styled Miami - Dade County, Plaintiff vs. City of Miami and utheast Overtown/Park West Community Redevelopment Agency, Defendants, C. _e No. 01-13810 CA08, filed in the l lth Judicial Circuit in and for Miami -Dade Co a. y, Florida. • This Release is executed in accordance with the terms of that ettlement Agreement dated , 2013 by and between the County, the City';, d the CRA (the "Settlement Agreement"). This Release shall not release the Released ".rties from their respective obligations under the . Settlement Agreement or the Declaratio ` of Restrictions executed in connection therewith, which obligations are not subject to this Releas The CRA hereby represents and warrants that the CRA is not relying upon an ateinents or representations (whether express or implied) of the Released Parties, their emplo' -es and attorneys regarding this Release and that the CRA is entering into this Release under the own free will believing that this Release to be in its best interest. The terns of this release are contractual and not a mere recital. E-1 SUBSTITUTED This Release shall be governed by and construed in accordance with the laws of the State of Florida. IN WITNESS WHEREOF, the CRA has executed this Release this day of , 2013. SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes By: Clarence E. Woods, III Executive Director Approved as to Form and Correc'--ss Attest: Holland & Knight LLP, Special Counsel Clerk of the Board E-2 SUBSTITUTED EXHIBIT E City Release of County and CRA RELEASE (Release by the City) KNOW LL MEN BY THESE PRESENTS that the CITY OF MIAMI, a Florida municipal corpora (the "City") for and in consideration of Ten and 00/100 Dollars ($10.00), and other good an• ,valuable consideration, received from or on behalf of MIAMI-DADE COUNTY, FLORIDA, a political subdivision of the State of Florida (the "County") and SOUTHEAST OVERT I' .. /PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corate created pursuant to Section 163.356, Florida Statutes (the "CRA"), the receipt and ad - cy of which is hereby acknowledged, remises, releases, acquits, satisfies, and forever discharge e CRA and the County and each of their respective officers, directors, commissioners, agents d employees (collectively, the "Released Parties") of and from all, and all manner of action d actions, cause and causes of action, suits, debts, dues, sums of money, accounts, agreement •romises, damages, judgments, executions, claims and demands whatsoever, in law or in equit which the City ever had, now has, or which the City hereafter can, shall or may have, against 'd Released Parties, for, upon or by reason of any matter, cause or thing whatsoever, from the 't. _'nning of the world to the date of these presents relating to or arising out of, directly or indirectl (i) Matters raised and the matters that co:: d have been raised in the action styled City of Miami et al. vs. Miami -Dade Coun .. Case No. 07-46851 CA 31, filed in the l lth Judicial Circuit in and for Miami-DaCounty, Florida. (ii) Matters raised and matters that could have be :_ raised in the action styled Miami - Dade County, Plaintiff vs. City of Miami an•' outheast Overtown/Park West Community Redevelopment Agency, Defendants, se No. 01-13810 CA08, filed in the 11 th Judicial Circuit in and for Miami -Dade nty, Florida. This Release is executed in accordance with the terms of th:. Settlement Agreement dated , 2013 by and between the County, the CI and the CRA (the "Settlement Agreement"). This Release shall not release the Release. ' arties from their respective obligations under the Settlement Agreement or the Declarati•-. of Restrictions executed in connection therewith, which obligations are not subject to this Relea The City hereby represents and warrants that the City is not relying upon antatements or representations (whether express or implied) of the Released Parties, their empl• ees and attorneys regarding this Release and that the City is entering into this Release under th own free will believing that this Release to be in its best interest. The terms of this release are contractual and not a mere recital. E-3 SUBSTITUTED This Release shall be governed by and construed in accordance with the laws of the State of Florida. IN WITNESS WHEREOF, the City. has executed this Release this day of , 2013. CITY OF MIAMI, FLORIDA, a municipal corporation of the State of Florida By: Johnny Martinez City Manager Approved as to Form and Co -ctness Attest: Julie O. Bru, City Attorney City Clerk E-4 SUBSTITUTED Prep. <-..• by: William :loom, Esq. Holland & '< ''ght LLP 701 Brickell -nue, Suite 3000 Miami, FL 331 THIS DEED, ma. this _ MIAMI, FLORIDA, a muipal SOUTHEAST OVERTOWN public agency and body corpor "Grantee") whose address is 149 Clarence E\. Woods III, Executive EXHIBIT F City Deed QUIT CLAIM DEED day of 2013, between the CITY OF corporation of the State of Florida (the "Grantor") and WEST COMMUNITY REDEVELOPMENT AGENCY, a created pursuant to Section 163.356, Florida Statutes (the 3'1 Avenue, Suite 105, Miami, FL 33136, Attention: Di -ctor. TNESSETH: The Grantor for and in consideration :: the sum of Ten Dollars ($10.00) to it in hand pay the Grantee, receipt of which is hereby knowledged, and other good and valuable consideration, does hereby grant, bargain and s` =l to the Grantee, its successors and assigns forever, all right, title and interest, if any, of the :antor in and to the following land situate, lying and being in Miami -Dade County, Florida. See Exhibit "A" attached hereto and made a part h eof (the "Property") This Quit Claim Deed is given in accordance with e terms and conditions of that Settlement Agreement (the "Settlement Agreement") dated , 2013 by and between Grantor, Grantee and Miami -Dade County, a political subdivisiof the State of Florida (the "County") and is intended to release all of Grantor's right, title d interest, if any, in the Property without representation or warranty, express or implied, e '',.-pt that this Quit Claim Deed has been duly authorized and. executed. F-1 SUBSTITUTED IN WITNESS WHEREOF, the said Grantor has signed and sealed these presents the day and year first above written. Sign sealed and delivered in our presence: Print Name Print Name CITY OF MIAMI, FLORIDA, a municipal corporation of the State of Florida By: Johnny Martinez City Manager Approved as to Form and Correct s Attest: Julie O. Bru, City Attorney City Clerk STATE OF FLORIDA ) SS COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before m- .his day of 2013, by Johnny Martinez, as City Manager of the City of i, Florida, a municipal corporation of the State of Florida, on behalf of said municipal coi • ation. He is personally known to me or has produced as identification. NOTARY PUBLIC State of Florida at Large My Commission Expires: F-2 Lots 1 as record SUBSTITUTED EXHIBIT A Legal Description ough 12 inclusive, Block 45, NORTH, CITY OF MIAMI, according to the Plat thereof in Plat Book "B" at Page 41 of the Public Records of Miami -Dade County, Florida. Lots 1 throu as recorded in 2 inclusive, Block 56, NORTH, CITY OF MIAMI, according to the Plat thereof, t Book "B" at Page 41 of the Public Records of Miami -Dade County, Florida. Lots 1, 2, 3, 6, 7, 8, 10, 11, 14, 15, 16, 17, 18, 19, 22, 23, 24, 26, 27, 30, 31, 32, 33, 34, 35, 38, 39, 40, 41, 42, 43, 46, 7 and 48 in Block 36 of P. W. WHITE'S RE -SUBDIVISION, according to the Plat thereof, reco . d in Plat Book "B" at Page 34 of the Public Records of Miami -Dade County, Florida; LESS AND EXCEPT THE' ' OM that portion thereof lying within the Metropolitan Dade County Metrorail right-of-way w':'ch is described as follows: Begin at the Southeast corner of said Block 36; thence run S 87°46'5 W, along the South line of said Block 36, for a distance of 1.53 feet; thence run N 04°44'53" W ' a distance of 187.90 feet to a point of intersection with the arc of a circular curve concave to th`. Southwest, the center of which bears S 82°00'08" W from said point of intersection; thence ru ' orthwesterly along the arc of said circular curve concave to the Southwest, having a radius o 87.00 feet, through a central angle of 06°39'50", for an arc distance of 114.79 feet to the point o 'tersection with the North line of said Block 36; thence run N 87°46'14" E, along the North line oaid Block 36, for a distance of 27.71 feet to the Northeast corner of said Block 36; thence run 02°16'19" E, along the East line of said Block 36, for a distance of 301.01 feet to the Point of nning; and LESS AND EXCEPT THEREFROM the West 40 feet of L:. s 11, 14, 19, 22, 27, 30, 35, 38, 43 and 46 of Blocks 36 of P.W. White's Resubdivision, recorde.in Plat Book "B," at Page 34 of the Public Records of Miami -Dade County, Florida. F-3 SUBSTITUTED EXHIBIT G County Release of City and CRA OW ALL MEN BY THESE PRESENTS that MIAMI-DADE COUNTY, FLORIDA, a political '' _ • division of the State of Florida (the "County") for and in consideration of Ten and 00/100 Doll• ';. ($10.00), and other good and valuable consideration, received from or on behalf of the CITY k', MIAMI, a Florida municipal corporation (the "City") and SOUTHEAST OVERTOWN/P • ': WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate reated pursuant to Section 163.356, Florida Statutes (the "CRA"), the receipt and adequacy e. which is hereby acknowledged, remises, releases, acquits, satisfies, and forever discharges the • • and the City and each of their respective officers, directors, commissioners, agents an nployees (collectively, the "Released Parties") of and from all, and all manner of action and acti. zs, cause and causes of action, suits, debts, dues, sums of money, accounts, agreements, promi -< damages, judgments, executions, claims and demands whatsoever, in law or in equity, ; hich the County ever had, now has, or which the County hereafter can, shall or may have, a_='nst said Released Parties, for, upon or by reason of any matter, cause or thing whatsoever, fro the beginning of the world to the date of these presents relating to or arising out of, directly or in ' ectly: (i) Matters raised and the matters a< at could have been raised in the action styled City of Miami, et al. vs. Miami -Dad=`;. ounty Case No. 07-46851 CA 31, filed in the 1 lth Judicial Circuit in and for MI -Dade County, Florida. (ii) Matters raised and matters that could h. , been raised in the action styled Miami - Dade County, Plaintiff vs. City of Mia ' and Southeast Overtown/Park West Community Redevelopment Agency, Defents, Case No. 01-13810 CA08, filed in the 11th Judicial Circuit in and for Miami- e County, Florida. This Release is executed in accordance with the terms that Settlement Agreement dated , 2013 by and between the County, th City and the CRA (the "Settlement Agreement"). This Release shall not release the Re sed Parties from their respective obligations under the Settlement Agreement or the Dec 1 ation of Restrictions executed in connection therewith, which obligations are not subject to this lease. The County hereby represents and warrants that the County is not ng upon any statements or representations (whether express or implied) of the Release •' ' arties, their employees and attorneys regarding this Release and that the County is entering int. 's Release under their own free will believing that this Release to be in its best interest. The terms of this release are contractual and not a mere recital. This Release shall be govemed by and construed in accordance with the laws of the Sta of Florida. H-1 SUBSTITUTED IN WITNESS WHEREOF, the County has executed this Release this _ day of , 2013. I-DADE COUNTY, FLORIDA, a MIAMI-DADE COUNTY, FLORIDA, a cal subdivision of the State of Florida political subdivision of the State of Florida ATTEST: HARVEY RUVIN,>.: ERK By: Deputy Clerk By: Name: Title: Approved by the County Attorney's Office as to form and legal sufficiency By: H-2 SUBSTITUTED Prep d by: William ` Bloom, Esq. 'Holland & ight LLP . 701 Brickell -nue, Suite 3000 Miami, FL 331 EXHIBIT H County Deed QUIT CLAIM DEED THIS DEED, made ° .'s day of , 2013, between MIAMI-DADE COUNTY, FLORIDA, a po'' cal subdivision of the State of Florida (the "County") (the "Grantor") and SOUTH:;: ST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a blic agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "Grane") whose address is 1490 NW 3'd Avenue, Suite 105, Miami, FL 33136, Attention: Clarence Woods, III, Executive Director. WI *. ESSETH: The Grantor for and in consideration of th sum of Ten Dollars ($10.00) to it in hand pay the Grantee, receipt of which is hereby ac ledged, and other good and valuable consideration, does hereby grant, bargain and sell t►,the Grantee, its successors and assigns forever, all right, title and interest, if any, of the Gran , in and to the following land situate, lying and being in Miami -Dade County, Florida. See Exhibit "A" attached hereto and made a part hereof ` e "Property") This Quit Claim Deed is given in accordance with the t- s and conditions of that Settlement Agreement (the "Settlement Agreement") dated , 2013 by and between Grantor, Grantee and Miami -Dade County, a political subdivision of State of Florida (the "County") and is intended to release all of Grantor's right, title and in est, if any, in the Property, including, without limitation, any reversionary interests of Grantin the Property, without representation or warranty, express or implied, except that this Quit ':. aim Deed has been duly authorized and executed. Notwithstanding the foregoing paragraph, the Quit Claim Deed shall not re ,., • se any rights of Grantor: (i) under the terms of that Declaration of Restrictions dated 2013 by and between Grantor and Grantee; and (ii) under the terms of that Settlement Agree ` ,-n entered in Case No. 07-46851 filed in the Circuit Court of the l lth Judicial Circuit in and, Miami -Dade County, Florida by and between Grantor, Grantee and the City of Miami, including any reversionary interest set forth therein. H-3 SUBSTITUTED IN WITNESS WHEREOF, the said Grantor has signed and sealed these presents the day d year first above written. ATTEST: HARVEY RUVIN, <<ERIC By: Deputy Clerk MIAMI-DADE COUNTY, FLORIDA a political subdivision of the State of Florida By: Name: Title: Approved by the County Attorney's Office as to form and legal sufficiency By: H-4 Lots 1 as recorde ( SUBSTITUTED EXHIBIT A Legal Description gh 12 inclusive, Block 45, NORTH, CITY OF MIAMI, according to the Plat thereof Plat Book "B" at Page 41 of the Public Records of Miami -Dade County, Florida. Lots 1 through `' ` inclusive, Block 56, NORTH, CITY OF MIAMI, according to the Plat thereof, as recorded in Pla ook `B" at Page 41 of the Public Records of Miami -Dade County, Florida. Lots 1, 2, 3, 6, 7, 8, 9, .0, 11, 14, 15, 16, 17, 18, 19, 22, 23, 24, 26, 27, 30, 31, 32, 33, 34, 35, 38, 39, 40, 41, 42, 43, 46, nd 48 in Block 36 of P. W. WHITE'S RE -SUBDIVISION, according to the Plat thereof, record:;. in Plat Book "B" at Page 34 of the Public Records of Miami -Dade County, Florida; LESS AND EXCEPT THEREF IM that portion thereof lying within the Metropolitan Dade County Metrorail right-of-way w =,_ is described as follows: Begin at the Southeast corner of said Block 36; thence run S 87°46'59 ' 'F, , along the South line of said Block 36, for a distance of 1.53 feet; thence run N 04°44'53" W fo distance of 187.90 feet to a point of intersection with the arc of a circular curve concave to the .uthwest, the center of which bears S 82°00'08" W from said point of intersection; thence run orthwesterly along the arc of said circular curve concave to the Southwest, having a radius of .00 feet, .through a central angle of 06°39'50", for an arc distance of 114.79 feet to the point of i rsection with the North line of said Block 36; thence run N 87°46'14" E, along the North line of ":_'d Block 36, for a distance of 27.71 feet to the Northeast comer of said Block 36; thence run !2°16'19" E, along the East line of said Block 36, for a distance of 301.01 feet to the Point of Be_ : g; and LESS AND EXCEPT THEREFROM the West 40 feet of Lo11, 14, 19, 22, 27, 30, 35, 38, 43 and 46 of Blocks 36 of P.W. White's Resubdivision, recorde • , Plat Book "B," at Page 34 of the Public Records of Miami -Dade County, Florida. H-5 Lots 1 t as recorde SUBSTITUTED EXHIBTT I Legal Description ugh 12 inclusive, Block 45, NORTH, CITY OF MIAMI, according to the Plat thereof Plat Book `B" at Page 41 of the Public Records of Miami -Dade County, Florida. Lots 1 through inclusive, Block 56, NORTH, CITY OF MIAMI, according to the Plat thereof, as recorded in Pla ook `B" at Page 41 of the Public Records of Miami -Dade County, Florida. I-1 2013, is of CITY FLORIDA, OVERTOWN and body corpor together with the Ci SUBSTITUTED EXHIBIT J Indemnification Agreement 's Indemnification Agreement (this "Agreement"), dated this day of ecuted by [ }, a (the "Indeinnitor"), in favor MIAMI, a Florida municipal corporation (the "City"), MIAMI-DADE COUNTY, a'',olitical subdivision of the State of Florida (the "County") and SOUTHEAST RK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency created pursuant to Section 163.356, Florida Statutes (the "CRA;" and d the County, individually and collectively, the "Indemnitee"). A. City previous time to time, the "Poinciana Dade County, Florida more parti part hereof (the "Poinciana Village RECITALS ssued a request for proposals (as may have been amended from ") with respect to that certain real property located in Miami- larly described on Exhibit "A" attached hereto and made a ect"). B. A response to the Poinci Miami, Inc., a Florida corporation ("Indi behalf of Poinciana Village of Miami, Ltd., a RFP was submitted by Indian River Investments of ver"), acting in the capacity of general partner on orida limited partnership ("Poinciana"). C. Pursuant to the Poinciana RFP, ` ,- City selected Poinciana as the successful proposer for the Poinciana Village Project. D. The City Commission subsequently a proposer with respect to both the Poinciana RFP and the Po roved Poinciana as the successful ciana Village Project. E. The Poinciana Village Project is subject to that .,-rtain Southeast Overtown/Park West Lease and Development Agreement dated June 15, 1988, a ;. mended by Amendment No. 1 dated February 17, 1989, as amended by Amendment No. 2, date my 13, 1989, as amended by Amendment No. 3, dated January 11, 1990, as amended by an =..dment dated September 23, 1998; and as assigned from the City to the CRA by that certain ent of Leases dated January 9, 1996 (collectively the "Poinciana Lease"). F. The City issued an additional request for proposals (as sam=';nay have been amended from time to time, the "Sawyer's Walk RFP") with respect to that certareal property located in Miami -Dade County, Florida, more particularly described on Exhibit ", attached hereto and made a part hereof (the "Sawyer's Walk Project"). G. The sole response to the Sawyer's Walk RFP was submitted by Sawyer's . alk Ltd., a Florida limited partnership ("Sawyer's Walk") with respect to the Sawyer's Walk Proj H. Pursuant to City of Miami Resolution No. 91-509 (the "Resolution"), the City selected Sawyer's Walk as the developer of the Sawyer's Walk Project subject to the satisfaction of certain conditions as set in the Resolution. J-1 SUBSTITUTED I. Subsequently, the following litigation was commenced with respect to the oinciana Village Project: 'Southeast Overtown/Park West Community Redevelopment Agency oinciana Village of Miami Ltd. Case No. 02-06846 CA 9, filed in the Circuit Court of the l lt.. udicial Circuit in and for Miami -Dade County, Florida (the "Poinciana Litigation"); Subsequently, the following litigation was commenced with respect to the Sawyer's `~ alk Project: The City of Miami vs. Sawyer's Walk. Ltd., Case No. 00-28860 CA 9, filed in the th Judicial Circuit in and for Miami -Dade County, Florida (the "Sawyer's Walk Litigation"). K. Sa : er's Walk, Poinciana, the CRA and the City entered into that certain settlement agreemen".• ated as of January 27, 2005 with respect to the Poinciana Litigation and the Sawyer's Walk Liti_ti.tion, as amended, (the"Settlement Agreement"). L. The transa: ,'on contemplated by the Settlement Agreement was never consummated and the Saw is Walk Litigation and the Poinciana Litigation have been consolidated and were dismisses: or lack of prosecution on December 5, 2007. M. The CRA issued a .uest for proposals (the "New RFP") with'respect to that certain real property located in Mi. -Dade County, Florida more particularly described on Exhibit "C" attached hereto (the "New ect"). N. As a condition of awarding < New Project to Indemnitor pursuant to the New RFP, Indemnitor has agreed to execute this A ment in favor of each Indemnitee. NOW THEREFORE, in consideration of o x er agreements and other good and valuable consideration, the sufficiency and receipt of whi are hereby acknowledged, Indemnitor, intending to be legally bound, agrees as follows: 1. Recitals. The foregoing recitals are true an" orrect and are hereby incorporated into, and constitute a part of, this Agreement. - 2. Indemnity. Indemnitor hereby agrees to indemni defend and hold harmless each Indemnitee from and against any claim, loss, demand, dama , liability, obligation, suit, cause of action, cost or expense (including fees, costs and disburseme , s of attorneys and other professionals and court costs, both prior to and on appeal and regardless .> whether an action or lawsuit is actually instituted or filed) by Sawyer's Walk, Indian River Inveent Communities, Inc., a Florida corporation ("Communities"), Indian River, and Poinciana, o any of them, and any of their successors and assigns, based upon, directly or indirectly, the Sa -r's Walk RFP, the Poinciana Litigation, the Sawyer's Walk Litigation and/or the Settleme , Agreement, including, without limitation, claims raised or that could have been raised by an River, Cominunities, Poinciana and Sawyer's Walk or any of them, in the Poinciana Litiga` .' and/or the Sawyer's Walk Litigation. 3. Release. Indemnitor hereby remises, releases, acquits, satisfies, and for -r discharges each Indemnitee, of and from all, and all manner of action and actions, cause an causes of action, suits, debts, dues, sums of money, accounts, agreements, promises, damages, judgments, executions, claims and demands whatsoever, in law or in equity, which Indemnitor J-2 SUBSTITUTED ver had, now has, or which Indemnitor hereafter can, shall or may have, against any Indemnitee, , upon or by reason of any matter, cause or thing whatsoever, from the beginning of the world to e date of these presents relating to or arising out of, directly or indirectly, to the Poinciana Vill•:4.- Project,. the Sawyer's Walk Project, the Poinciana Lease, the Sawyer's Walk RFP and the Se merit Agreement. 4. Governing Law. This Agreement shall be governed by and interpreted in accordance 'th the laws of the State of Florida without giving effect to the choice of law provisions the ,K• f. 5. Co ',:, e . arts. This Agreement may be executed in two or more counterparts, each of which shall binding as of the date first written above, and all of which shall constitute one and the same inst ent. Each such copy shall be deemed an original, and it shall not be necessary in making pr.-o. of this Agreement to produce or account for more than one such counterpart. IN WITNESS WHE •' ,; OF, the Buyer has executed this Indemnity and Release Agreement dated, the date written'*ti.ove. Witnesses INDEMNITOR: Print Name Print Name STATE OF FLORIDA ) SS COUNTY OF MIAMI-DADE N Title. The foregoing instrument was acknowledged before me this day of 201_ by , as , a , on behalf of said . He/She is personally known to me or has produced as identification. NOTARY PUBLIC State of Florida at Large My Commission Expires: J-3 SUBSTITUTED Being a 53,733 S 17, b1 ock the plat th public reoor of Iota 6 and Way according thereof recorde. records of DaJo described by mete EXHIBIT A POINCIANA VILLAGE PROJECT LEGAL DESCRIPTION tact or pareal cf land containing 1.233S) aeces rt.) out of lots 4 thou 12 and lots 16 end N of "A.L. Knowlton Sefldiwitton ° acceding to e0f recorded In plat book ft, page 41 of the of Dada Coanty, Florida. Also being a pact to include a patties et ► 20 ftot :tight o£ the plat of Castle C. &aIles Subdivision• in plat book 1, page 16 of the public nty, Y1oride i b1in9.tsors particslarty 115 bounds as Loltcv :• • 1}L4INNING at a point °;f titay Line on NW 3rd Ave at NH 8th 'Street, said 12.50 feat Southerly fr. of eaid "A.L. Xnovlton along skid South light of distance of 340.t7 feet t leasri.g said 8ogth Right of tea parallel with tha'Fat_ pight of a dieta.tee of 10.27 fest to perpendicular to said Right of disten0e of 19.00 !tot to a co parallel with said Right of tiny distance, of 71.00 feet to a corn psrallel with the Right of Hey o: dletantt of 130.83 fast . to c corner: perpendicular to paid Right of way of N dlstatce of 13.00 feet to a :ornar: parallel with peke Right of Y►y of 11 dletince, of 130.33 ttet to a corner, the time Sattt Right of Way lino of KW 3rd Avenue:thence along Geld teat Right of Its- tf xW 3r3 Avenue, a of 170.26 feet to the P0It3T or 81;4IK:tIN4 of t herein dosed ted containing wIthta thee* slates. a 1..23353 aerate (S3,133 Sq. rt.) of land. ante:ttetiol of the test Right of • a and the So.ttb Right of herr )ins nt being 10403 teal 4sterly and the ltorthwtt eoroer of Lot 10 Subdivtsiol'1 thence Easterly Tina of t A Qth Strut , R corners thence Southerly line of XW 6th Street and y line of IN 20 )+venue, orntr; thence Weit*try of Nw 2n4 ?+venue, a :I thence Southerly NW 2nd �venut, a thence heiterly 7th Street, a hence Southerly 1_h Street. a nee westerly Strut, e in9 .Stet ttie. octharly lutists tract Uhds 1 J-4 SUBSTITUTED Being a tract or parcel of land cgnteLntng 1.91052 •e►eres (e3,511 Sg. Ft. 1' out of lots 1 thru 4. lots 11 b 17 ani lots 16 thru 20, black 46 to of pA.t.. Knowlton subdivision" according to the plat ereof recorded i'1 plat book-B, page 41 oC the public retards of e 'County. Florida. Also being a part of lots 1 thru a to 1 ? ude a portion of a 20 foot. right of way according to the plat of :a cage C. Bolles Subdivision thereof recorded in plat book 1, page 16 of the public records of Dade County, Florida a being More ga.rtt laxly described by eaatas and bounds as follows: BEGINNt'•;. at a point of intereeetioa of the North Right of Kay line oC Nht '7 ,' Street a.nd the East Right of ray line of 3rd Avenue. oases poin • being 10.00 feet traaterLy frog the Southwest cort+er of lot 11 of id A.L_ Xnowiton Subdivision" tren a Northerly along said East Rht Of way of VW Sri Avente, a. distance of 117.17 feet to a corner; ..ence Easterly leaving said East Right Of way Of N4 3.rd itvenue an •;•ate llel vith said North Right of Nay of •7IW 7th Street, a dicta a of 1 3.0.33 feet to- a corner.; thence Northerly porpondLcalar to ';aid Right of Way of tw 7th Street, a dietence of 13.0). feet to a c.< sr: thenete Easterly parallel with said Right of Way of NW 7th Etre_'; a diet3nwe of 130.83 feet to a corner; thence eortherly parallel h the Aight of Nay of RN 2rid Avenue, a distance al 77.00 fee to a corner; thence Easterly perpendicular to staid WI 210 A•reaue., distance of 19.00 feet to a co:ne:r f th_i ze Northerly parallel with aid Right of Way *UN*? 2nd Avenue e distance Of 80.27 feet t e Corner. the. same being in tha.Soo:h Right of Way 21ae of NW B.- Street; thence Easterly along_ said So th. Right of Way line .of �4t •8th Street, a. di tan_6 of 1 37.49 feat Ea A :.orner, the same being =.t a point of intersection of said South Right of stay lima of tf' =th street 4 the Kest night Of fray line or said. Nld.211 Avenue, th ce Southerly along said Nest Rig It of tray line of ;tit 2sid Avenue, a •iatance of 2137.4S -feat to a corner, the sate being a.t a poi,: of it.terseetian cf said West Right Qf •key line of NA 2n•d Avenue F n3 said North R flat of Way 1 in? of taw 7th Street; thence Westerly a;?,ng said. North Right of Vey line of NA lth Street, a distance of',77.65 feet to the POIttT OF 8ECINWIRG of the tract heroin deser.ib ' cortatning within these Metes ar►3 Bounds 1.91852 acces i83,571 _ Fc. t of land. J-5 SUBSTITUTED Lots 1 In Plat EXHIBIT B SAWYER'S WALK PROJECT LEGAL DESCRIPTION h :2, inclusive, Block 45, NORTr1 CITY OF MIAMI, according to the Platthereof, as recorded °B", page 41 of the Public Reaxds of Miarnl-Dade County, Florida. Lots 1 through 20,1 'sive, Block 55, NORTH CITY OF MIAMI, according .to the Mat thereof, as recorded In Plat Book "B", page`>,, of the Public Records of.Miaml-Dade County, Florida. Lots 1 through 12, Inclusive, B', . 56, NORTH CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book "B", page 41 of the Pis Records of Miaml-Dade County, Florida. J-6 SUBSTITUTED EXHIBIT C Lo through 12 inclusive, Block 45, NORTH, CITY OF MIAMI, according to the Plat thereof as rec,,i_ded in Plat Book `B" at Page 41 of the Public Records of Miami -Dade County, Florida. Lots 1 thr as recorded 12 inclusive, Block 56, NORTH, CITY OF MIAMI, according to the Plat thereof, Plat Book `B" at Page 41 of the Public Records of Miami -Dade County, Florida. J-7 SUBSTITUTED EXHIBIT K Legal Description Lots , 3, 6, 7, 8, 9, 10, 11, 14, 15, 16, 17, 18, 19, 22, 23, 24, 26, 27, 30, 31, 32, 33, 34, 35, 38, 39, 40, . 42,'43, 46, 47 and 48 in Block 36 of P. W. WHITE'S RE -SUBDIVISION, according to the Pla ereof, recorded in Plat Book "B" at Page 34 of the Public Records of Miami -Dade County, Flo LESS AND EX 'T THEREFROM that portion thereof lying within the Metropolitan Dade County Metrorail nt-of-way which is described as follows: Begin at the Southeast comer of said Block 36; thence ' S 87°46'59" W, along the South line of said Block 36, for a distance of 1.53 feet; thence run N '44'53" W for a distance of 187.90 feet to a point of intersection with the arc of a circular curve':.•ncave to the Southwest, the center of which bears S 82°00'08" W from said point of intersects.:', thence run Northwesterly along the arc of said circular curve concave to the Southwest, havi a radius of 987.00 feet, through a central angle of 06°39'50", for an arc distance of 114.79 feet t:, he point of intersection with the North line of said Block 36; thence run N 87°46'14" E, along the , orth line of said Block 36, for a distance of 27.71 feet to the Northeast corner of said Block 3. .ence run S 02°16'19" E, along the East line of. said Block 36, for a distance of 301.01 feet to :;,- Point of Beginning; and LESS AND EXCEPT THEREFROM the We `..40 feet of Lots 11, 14, 19, 22, 27, 30, 35, 38, 43 and 46 of Blocks 36 of P.W. White's Resubdiv on, recorded in Plat Book "B," at Page 34 of the Public Records of Miami -Dade County, Florida. K-1 SUBSTITUTED • EXHIBIT L City of Miami Legislation CRA Resolution City Hall 3511Q Pan American Drive Miami, Ft. 33133 www.miarnigov.crxn File Nu<.; err 0741131►$ Final Action Date: • A RE UTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERT N/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ACCEPT' `a THE RECOMMENDATION OF THE COMMITTEE FORMED TO REVIEW T "_, RESPONSES TO THE PROPOSALS RECEIVED FOR THE DEVELOPM OF BLOCKS 25 AND 36; DIRECTING THE EXECUTIVE DIRECTOR TO ` EMPT TO NEGOTIATE A DEVELOPMENT AGREEMENT; FURTHER DIRE NG THE EXECUTIVE DIRECTOR TO PRESENT ANY PROPOSED AGR ENT TO THE BOARD FOR ITS CONSIDERATION AND, IF SATISFACTORY, AP <r OVAL AND AWARD; CLARIFYING THAT THIS RESOLUTION IS NOT '; TENDED TO BE AN AWARD OF DEVELOPMENT RIGHTS OR TO OTHER E CREATE ANY RIGHTS WHATSOEVER IN THE RECOMMENDED PROPO WHEREAS, on October 16, .'7, the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") issued a R='guest for Proposals (RFP) for development on Blocks 25 and 35; and WHEREAS, seven responses to the R'° were received by the Clerk of the Board on November 16, 2007 and forwarded to the CRA for •} Ideration; and WHEREAS, a committee consisting of Mr. Jo : Cintron, Mr. Larry Spring, and Ms. Chaise Arscott was formed to evaluate the responses and 'eke a recommendation to the Board of Commissioners; and WHEREAS, the Board of Commissioners has sldered the proposals and the recommendation of the committee: and WHEREAS, the Board of Commissioners wishes to direct th negotiate a development agreement, in a form acceptable to Genera! proposer, and to present any proposed development agreement to the if satisfactory, approval and award; and xecutive Director to attempt to rise!, with the recommended d for its consideration and, WHEREAS, this Resolution Is not intended to be an award of de - opment rights or to otherwise create any rights whatsoever in the recommended proposer; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSNERS OF THE SOUTHEAST OVERTOWNIPARK WEST COMMUNITY REDEVELOPMENT AGEN "% OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution a _ adopted by reference and incorporated herein as if fully set forth in this Section. Gir of Miami Page 1 af2 Printed On: 12/6/20 L-1 SUBSTITUTED File Number: 07-01508 Section 2. The Board of Commissioners accepts the recommendation of the committee formed o review the responses to the request for proposals for the development of Blocks 25 and 36. Section 3. The Executive Director is directed to attempt to negotiate 6 development agreement in a. , :• rdance with the recommendation. ction 4. The Executive Director is further directed to present any proposed development agreeme o the Board for its consideration and, if satisfactory, approval and award. Secti�� . 5. This Resolution is not intended to be an award of development rights or to otherwise create any rig '. whatsoever In the recommended praposer. Section 6. is Resolution shall become effective immediately upon its edoption. APPROVED AS TO FOR • ND CORRECTNESS, GEL. FERNANDEZ G NERAL COUNSEL tr, City afMiami .Pagel47 Printed On: 2/612D07 L-2 #12139713_v10 SUBSTITUTED EXHIBIT M Project Descriptions • St. J,: Overtown Plaza will be a 112-unit new construction rental housing and mixed - use de lopment project to be located at NW 3rd Avenue and 13th Street in the Overtow'} . eighborhood of Miami, Florida. The commercial component is projected to be 30,000 • uare feet of commercial retail, restaurant, office, community center and day care facility. ith one, two and three bedroom units, SJCDC is targeting families, primarily with comes that do not exceed 80% AMI. This is a critical need in the Overtown coma ��, 'ty, where homeownership is less than 3%. Residential project amenities will in '?, de energy star •equipment and appliances such as central• air conditioning, dishwa'4Y. er, microwave oven, garbage disposal, tankless water heaters, laundry rooms, a mi . f tile and carpeting, with sustainable design and materials incorporated. Another <mimponent of the project will create 30,000 square feet of commercial retail space an reate 30 jobs for community residents. The request for CRA funding is $10,000,000.00. • Island Living will be a mixed-u't development located at 1201 NW 3rd Avenue in the heart of the historic Overtown Co ercial Corridor containing between 60-80 residential units in an eight story building. The target market for this workforce housing development with 50% of the units f.: residents earning 60% or less of AMI. The unit mix of the residential component will b determined based upon market conditions and community input. The development plan 'II incorporate a landscape plan which would I stress pedestrian friendly walkways, play'r ound areas for children, green space and appropriate parking. The commercial co "..onent of the project will include approximately 5,000 square feet of commercial \.ce with will provide an opportunity to locate more businesses that will create jobs. T funding request from the CRA is $8,000,000.00. • Culmer Center Housing Development - This project is u multi -year, multi -phase project that will result in the transformation of 9 acre and 3 bl.' s along NW 3rd Avenue in Overtown. Seven acres, at 1600 NW 3rd Avenue, are owne•' :.y Miami -Dade County and currently serves as the site for the Culmer Neighborhood Se ce Center. Two acres, at 1490 NW 3rd Avenue, are owned by the City of Miami and c ently serves as a retail center and City offices. Phase 1 will be a 75-unit apartment building, reserved for persons e. .'ng below 60% of the Area Median Income (AMI). This will be a 6-story building locat- : at the southwest corner of the site, on NW 4th Avenue at the cul-de-sac. There will • k a mix of one bedroom, two bedroom and three bedroom units with average sizes of 6 SF, 850 SF and 1,050 SF respectively. There will be on site management, as well as a ' ess room, computer center, and multi -purpose space for resident programs. In -unit fe res will include energy star appliances, tile floors throughout, balconies and ceiling fan CRA funds of S7,500,000.00 are requested for this phase. M-1