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JA4Fr BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OF FLORIDA PARTIAL MODIFICATION OF ORIGINAL RESTRICTIONS DEED NO. 19447-H KNOW ALL MEN BY THESE PRESENTS: That WHEREAS, the BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OF FLORIDA ("BOARD OF TRUSTEES"), is by Section 253.03, Florida Statutes, authorized and empowered to modify restricted uses for certain lands under the terms and conditions set forth herein; and WHEREAS, the BOARD OF TRUSTEES conveyed to the City of Miami ("CITY") certain lands more particularly described in Deed No. 19447, recorded in Deed Book 3130, Page 257, Public Records of Miami -Dade County, Florida (the "Deed"); and WHEREAS, the Deed contains the following restrictions (the "Original Restrictions"): PROVIDED, HOWEVER, anything herein to the contrary notwithstanding, this deed is given and granted upon the express condition subsequent that the Grantee herein or its successors and assigns shall never sell or convey or lease the above described land or any part thereof to any private person, Erin or corporation for any private use or purpose, it being the intention of this restriction that the said lands shall be used solely for public purposes, including municipal purposes and not otherwise, PROVIDED, FURTHER, anything herein to the contrary notwithstanding, this deed is given and granted upon the further express condition subsequent that the Grantee herein or its successors or assigns shall not give or grant any license or permit to any private person, firm or corporation to construct or make by any means, any islands, fills, embanlanents, structures, buildings or other similar things within or upon the above described lands or any part thereof for any private use or purpose, as distinguished from any public or municipal use or purpose. It is covenanted and agreed that the above conditions subsequent shall run with the land and any violation thereof shall render this deed null and void and the above -described lands shall, in any event, revert to the Grantors or their successors. WHEREAS, the BOARD OF TRUSTEES approved a modification of the Original Restrictions on June 24, 2004, and executed and delivered an instrument entitled "Partial Modification of Restrictions" on March 2, 2005, and same was recorded on March 18, 2005, in Official Records Book 23181, Page 775, Public Records of Miami -Dade County, Florida; and WHEREAS, the BOARD OF TRUSTEES approved an additional modification of the Original Restrictions on August 16, 2011, and executed and delivered an instrument entitled "Amended and Restated Partial Modification of Restrictions" on September 15, 2011, and same was recorded on September 16, 2011, in Official Records Book 27828, Page 3675, Public Records of Miami -Dade County, Florida; and WHEREAS, the Amended and Restated Partial Modification of Restrictions automatically and immediately terminated on January 18, 2012, through no fault of the CITY, the BO.A:RD OF TRUSTEES, or the State of Florida Department of Environmental. Protection. Division of State Lands the ".Division"); and WHEREAS, the CITY is still desirous of leasing rtion of the lands conveyed to the CITY by the Deed which is described in Exhibit "A", _ e reto and made a part hereof (the "Property"), to a private developer (the "Developer") llow ® lie construction and operation of a public and private commercial marina and mixed use waterfron evelopment, including any and all uses permitted under the Ground Lease, as defined below (a -whole or in phases, the "Development"), and in order to accomplish the same, it is neces: y that the Original Restrictions be modified by the BOARD OF TRUSTEES; and WHEREAS, the Developertill in the public interest because if*ill convert the Property from a sparse, unimprove location that will contain cultural, scenic, and recreational values that will benefit =_ ile at the same time retaining 60% of the Development as open spa.ee in the forr = i : f ga alkways, and a waterfront promenade available to .residents and visitors for cultur nd red, a activities; and WHEREAS, in furtherance of the purl nerest, tha"Development will still also aid tourism, provide training and employment oppo 'ties to residents, and generate significant tax revenue forth ' Y, Miami -Dade County and t r�atate of Florida; and W Restrictions on WHEREAS, effective as of OARD OF TRUSTEES and the CITY desire to modify the Original orth in this Partial Modification of Original Restrictions; and OF TRUSTEES approved this Partial Modification of Original 2014; and Dproved .this Partial Modification of Original Restrictions 2014, NOW THEREFORlfor and in consideration of the foregoing recitals and of the mutual covenants, terms, and conditions herein contained, and other good and valuable consideration, the BOARD OF TRUSTEES and the CITY modify the Original Restrictions as follows: 1. Consent to Development and Ground Lease. Provided the CITY satisfies its obligations set forth in Paragraph 2, below and subject to termination in accordance with the provisions of this Partial Modification of Original Restrictions, the Original Restrictions are hereby modified to permit, and the BOARD OF TRUSTEES hereby consents to, the following: (i) the leasing of the Property or parts thereof by the CITY to 2 Partial Modification of Original Restrictions Deed Restriction No, 19447-H the Developer pursuant to the ground lease or leases between the CITY and the Developer (the "Ground Lease," which term shall include Exhibit "A" to the Ground Lease and any amendments made in accordance with the express terms of the Ground Lease); (ii) the Developer's use of the Property for the development, construction and operation of the Development; (iii) the grant of any easements and/or license agreements which are necessary or appropriate for pre -development work related to the Development, such as utility relocation and access related to the Development and which are necessary or appropriate for such construction or operation of the Development, and continued access related to the Development, all upon the Property or within the areas described in Exhibit "B", attached hereto and made a part hereof (the "Easement Areas"), and (iv) that certain Amended and Restated Agreement to Enter into Ground Lease .'.. effective as of September 15, 2011 (the "Agreement to Enter"), a copy of which has been provided to the ttc -crf=WwFi ida--Depai- :ment.-.-ef kwiironme tal-1 roteet en Di"vWen- f t:a cls-..(die-'Division"). In the event that (i) 3ia.e Iel� az-the CITY ise clating any material modifications to the Ground Lease and/or the Agreemen° nter, the CITY agrees to first discuss such proposed modifications with the Divisio g ineou; ly with an-y-deussian'-or proposed- mod.i eatianb-bet. eeri-tho -GI- leper, and (ii) any material amendments to the Ground. Lease and/or the en.t to Enter must first receive prior approval by the BOARD OF TRUSTEES at a re ' _Rs ly scheduled meeting, 2, CITY's Obligations. (a) the Development is completed or October 1, 2021, whichever occurs first ("1' N®ver De"), the CITY shall make semi-annual payments to the BOARD OF TRU ®® x ry 1 and July 1 of each calendar year retroactive to January 1, 2012. Eacni aiui ,znent shall be in the amount of fifteen percent (15%) of the total precon fiction and eo, truction rents. that the CITY receives from the Developer. The City shall re® the January 1 and July 1, 2012, the January 1 and July 1, 2013, and the January 1, 201 semi-annual preconstruction rent payments in the total amount of Two Hundred Six ousand Two Hundred Fifty and No/100 Dollars .($206,250.001_ to the BOARD OF TRUSTEES within ten (10)_days of the mutual execution and delivery of this Partial Modification of Original Restrictions. (ii) From and after the Takeover Date, the CITY shall make payments to the BOARD OF TRUSTEES, on a semi-annual basis, in the amount of fifteen percent (15%) of the total gross rental payments received by the CITY under the Ground Lease (including, but not necessarily limited to, Base Rent and Percentage Rent, as defined in the Ground Lease), with the first semi-annual rental payment being made on the thirtieth. (30th) day of the month in which the CITY receives its sixth month Base Rental payment pursuant to the Ground Lease, and each subsequent semi-annual payment being made on the 30th day of each and every sixth month thereafter for as long as the Development remains on the Property. In no event shall the BOARD OF TRUSTEES receive less than Three Hundred Thousand and No/100 Dollars ($300,000) during each twelv12)-month Partial Modification of Original Restrictions Deed Restriction No. 19447-H Tamer period from and after the Takeover Date, regardless of whether the CITY actually collects Base Rent or Percentage Rent under the Ground Lease. If this Partial Modification of Original Restrictions is terminated for any reason, the CITY shall not be entitled to a refund of any payments made to the BOARD OF TRUSTEES prior to termination. (b) Permits. The CITY shall insure and guarantee the BOARD OF TRUSTEES that the CITY shall require the Developer to apply for and obtain all permits required by law for the Development. (c) Financial Audit Reports, Beginning 9 ® !date of the CITY's first semi- annual rental payment to the BOARD OF TRUSS as required by Paragraph 2.(a) ii above, the CITY shall submit for each calend r; al financial audit reports ofIttig Developer to the BOARD OF TRUSTE whicheve been completed by an independent certified public accounting firm in actor. . with generally accepted accounting principles and which certify the accuracy of , semi-annual payments described in Paragraph 2.(a)(;) above, (d) Status Reports Regarding Development. Beginning lyear after the Ground Lease Effective D ined below) of this Partial Modification of Original Restrictions, the CITY shall i annual status reports to the Division that verify the progress of the proposed De a0 nr die CITY shall be required to submit these annual status reports to the Divis ®'iunti A phase of the Development has received a certificate of completion. Each suc epoit a de a list of all then -existing Curing Parties (defined below). (e) Completion of Developm i . The CITY shall insure and guarantee that the Dev .lent is completed in the manner ernplated and required by the Ground Lease 'Kling applicable permits) wi i the time periods set forth in the Ground (f) Impi ements to Additional Lands. The CITY shall insure and guarantee that aiaging area Waled within the Easement Areas used by the Developer pursuant to. any easement or lice agreement shall, after its usage by the Developer, be left in a condition rn - than its ® edition when it was delivered to the Developer. In addition to the foregoing, CI Ball insure and guarantee that the Developer will spend no less than One Mil.lio Q 0/100 :Dollars $1,000,000.00) on improvements to (1) an open space of land on the.®utheast side of Watson Island known as Southside Park and (2) the Japanese Gardens. Some of these improvements shall include, but not be limited to, the following: master planning of Southside Park, open air pavilion or covered support facility, fencing, removal of invasive trees and plants, underground utilities, park pathways, bicycle and jogging trails, public restroom facilities, security cameras and/or devices, and parking area. (g) Executed Copy of Ground Lease. The CITY shall insure that the BOARD OF TRUSTEES receives a fully executed copy of the Ground Lease within thirty (30) 4 Partial Modification of Original Restrictions Deed Restriction No, 19447-H Dort days of the execution and delivery of the Ground Lease by the parties thereto and all subsequent amendments thereto. (h) Gambling. During the term of the Ground Lease and any renewals, extensions, modifications or assignments thereof, without the express consent of the BOARD OF TRUSTEES and notwithstanding any contrary provisions that now exist in the Ground Lease, the CITY shall prohibit: (1) casino gambling and all other forms of gambling on the Property and the Easement Areas and (2) the operation of or entry onto the Property and the Easement Areas of gambling cruise ships, or vessels that are used principally for the purpose of gambling, when these -;sets are engaged in "cruises to nowhere," where the ships leave and return to the sWeipf Florida without an intervening stop within another state, or foreign country or within the jurisdiction of another state or foreign country, and any watercraft oY passengers to and from such gambling cruise ships. 3. Termination of BOARD OF TRUSTEES' Approval. (a) Default in the CITY's Obligations. Subject to notice and cure provisions set forth in Paragr •h 4. below and the unavoidable delay vision set forth in Paragraph 5.(a) below, RD OF TRUSTEES or the Division May terminate the approval set forth in Paragrap ov- if any of the CITY's obligations set forth above in Paragraph 2, are not perform a n a` 'e y manner. (b) Termination of Gro ; =nd Leas ` ®- et to the notice and cure provisions set forth in Paragraph 4. below, t:- 0_• ®= USTEES or the Division may terminate the approval set forth in P { ems 1. above ' the Ground Lease is terminated in accordance with its terns and it is . replaced with any new replacement lease(s) expressly rovided for by the Ground Leak or by any Subordination, Non -Disturbance a �.,, to e4greement entered into by 1 of the Curing Parties; provided, however, teminatio It shall not apply if there are separate ground leases for components of evelopment vt least one such Ground Lease has not been terminated., the Di Restrictions Easement Ar Reirnpozb terrninates all autorn n of Original Restrictions. If the BOARD OF TRUSTEES or is Partial Modification of Original Restrictions, the Original cally and immediately be reimposed on the Property and 4. Cure Righ e BOARD OF TRUSTEES agrees that in the event that the BOARD OF TRUSTEES or the Division determines that a default (a "Default") described in Paragraph 2.(a)fi) and (ii) above (a "Monetary Default") or Paragraphs 2.(b), 2.(c), 2.(d), 2.(e), 2.(f), 2.(g) or 2.(h) above (a "Non -Monetary Default") has occurred, the following procedures shall apply: (a) Notice. The BOARD OF TRUSTEES or the Division shall provide notice to the CITY of any Default, which notice shall identify the alleged Default. The BOARD OF TRUSTEES or the Division shall send a copy of such notice to each Approved Mortgagee and Major Subtenant and any association formed to administer the applicable 5 Partial Modification of Original Restrictions Deed Restriction No. 19447-H regime(s) ("Association(s)") with respect to Approved Time Share Licenses, as such terms are defined in the Ground Lease, and to the CITY or the Developer (whichever is not believed to be the defaulting party) (the Major Subtenants, the Approved Mortgagees, such Association(s) and the CITY or the Developer (whichever is not the defaulting party), each a "Curing Party"). Notwithstanding the foregoing, the BOARD OF TRUSTEES or the Division shall be required to send a copy of any such notice only to each party as to which the BOARD OF TRUSTEES or the Division has been notified in writing of such patty's status as a Curing Party. In the event the BOARD OF TRUSTEES or the Division fails to send a copy of such notice to any such Curing Party, such failure shall not affect the validity of the Default notice given to any other Curing Party, or the cure period set forth in Paragraph 4.(b) ca 47(e) (ac applicable) below which is afforded to such other Curing Party. (b) CITY's Cure Periods. The ®BOARD OF TRUSTEES agrees that if the BOARD OF TRUSTEES or the Divisio G ermines that the CITY has failed to cure the Default after being given the opport o do so (which determination of the CITY's failure to cure the Default may mbe od in the sole and absolute discretion of the 1 BOARD OF TRUSTEES or the Division) a= CM 'arty shall have the opportunity: (i) to cure any Monetary Default within siays from the date the BOARD OF TRUSTEES or the Division sends its notice o '. ult (the "Default Date"); and (ii) to cure any Non -Monetary Default within one hundi _ venty,1120) days from the Default Date; provided, however, that if any Non -Monetary D It cannot, in the exercise of due diligence and goodfaith, be cured within such one hund twenty (120)-day period, any Curing Party uch additional reasonable perioas will enable such Curing Party, with t due diligence and in good faith, to cure the Non -Monetary Default; prove®further the cure period for such Non -Monetary Defaults shall not exceed twenths from the Default Date (except that if possession of the Property by such Cii10 a y-i:s onably necessary for such Curing Party to cure such Non -Monetary Defaul , cure p '® . r such Non -Monetary Default shall not exceed twenty-four (24) monthsNit m the da =Vich possession is obtained, so long as such Curing Party is diligently pur j proceedings to obtain such possession). 5. Miscellaneous. (a) Unavoidable Delays. The BOARD OF TRUSTEES recognizes that there may be instances when unavoidable delays may be encountered which are caused by circumstances beyond the reasonable control of the CITY or any Curing Party and could not have been overcome by the CITY'S or such Curing Party's due diligence. A filing of a voluntary petition in bankruptcy or for reorganization or an arrangement pursuant to the Federal Bankruptcy Code or any .similar law, federal or state, now or hereinafter in effect, or an assignment for the benefit of creditors shall not be considered an unavoidable delay for purposes of this Paragraph 5. In the unlikely event of such an unavoidable delay, the BOARD OF TRUSTEES agrees to the following procedure: (i) upon occurrence of any unavoidable delay, the CITY or any Curing Party shall notify the Director of the Division in writing within 30 days thereafter of the anticipated length and cause of the delay, the measures taken or to be taken to minimize the delay and the timetable by which the CITY 6 Partial Modification of Original Restrictions Deed Restriction No. 19447-H 'borr and/or such Curing Party intends to implement these measures; (ii) the parties will then enter into discussions to determine the appropriate extension, to allow the CITY or such Curing Party adequate time to meet the delay or anticipated delay. The Division, acting on behalf of the BOARD OF TRUSTEES, shall agree to extend the time for performance hereunder for a period equal to the agreed delay from such circumstances. Such agreement shall adopt all reasonable measures necessary to avoid or minimize the delay; and (iii) if the parties cannot agree, the Division will provide the CITY or the Curing Party with notice .and an opportunity for a hearing before the Division to determine the amount of time for extension of performance hereunder. The provisions of this Paragraph 5. shall not apply to Paragraph 2.(a)(i) and (ii). (b) Application Only to Property aniy, ement Areas; Ratification. This Partial Modification of Original Restrietioi a l my to the Property and the Easement Areas, and shall not affect or modi the re\sliftns imposed upon the other lands described in the Deed which have not previously bey! BOARD OF TRUSTEES. Except as expressly modified here} Restrictions shall remain unchanged in each and every respect, as®, ratified, approved and confirmed by the BOARD OF TRUSTEES a date of this Partial Modific ' . of Original Restrictions (it being u previous waiver or inodific'.. Property is hereby supersede (c) Effective Date. E t for graphs 1.(i) and (ii) above, this Partial Modification of Original Restrictiashall eve upon the mutual execution and delivery hereof. With respect to �.a�r USTEES' consent pursuant to Paragraphs 1(i) and (ii) above, this P a odification of Original Restrictions shall be effective only upon the Division's receipt a copy of a fully executed Ground Lease and the u'' e s confirmation that the Group lease is in substantially the same form as the sed Ground Lease that is ached to the Agreement to Enter ("Ground - se Effective "). d) Deleof Authority. The BOARD OF TRUSTEES hereby delegates to the Ision all autfr= y to determine, in its sole and absolute discretion, whether the CITY hagi7 ed to cute ri' ® efault in the manner required herein and whether to terminate this Partial,'® ficatior Original Restrictions because of a default by the CITY. Partial Modification of Original Restrictions Deed Restriction No, 19447-H aived or modified by the he terms of the Original ne same are hereby e CITY as of the stood that any the Original Restrictions made with respect to the 7 r IN WITNESS WHEREOF, the BOARD OF TRUSTEES and the CITY have caused this Partial Modification of Original Restrictions to be executed on this day of 2014. Witnesses: Signature of Witness Printed/Typed Name of Witness Signature of Witness Printed/Typed Name of Witness STATE OF FLORIDA COUNTY OF LEON BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OF FLORIDA By: Florida Depa Protection, as age Board of Trustees of Trust Fund of the State o State of of Enviromnental and on behalf of the ternal Improvement 'da The foregoing instrument was ack led e e o me this day of , 2014, by , as , State 1, as agent f r and on behalf of the Board of the State of Florida. He is personally known of Florida Department of Environmental Prote Trustees of the Internal Improvement Trust Fun to me. SEAL Approved as to Form and Legality By: DEP Attorney Partial Modification of Original Restrictions Deed Restriction No. 19447-H Signature of Notary Public, State of Florida Printed/Typed Naive of Notary Commission Number: Commission Expires: r CITY OF MIAMI, a municipal corporation of the State of Florida By: Daniel J. Alfonso, City Manager Pursuant to Resolution No. ATTEST: By: Todd B. Hannon City Clerk APPROVED AS TO INSURANCE (OFIAL SEAL) REQUIREMENTS By: Anne -Marie Sharp -Calvin Elli.3, Interim. Director of Risk Management APPROVED _ D FORM AND CORRECTNESS' By: Victoria Mendez, City Attorney STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was - wledged before me this day of 2014, by Daniel J. Alfonso, as City Man ger, and Todd B. Hannon, as City Clerk, on behalf of the CITY OF MIAMI, FLORIDA. Each of them is personally known to me or produced as identification. Notary Public, State of Florida Printed/Typed/Stamped Name Commission Number: Commission Expires: 9 Partial Modification of Original Restrictions Deed Restriction No, 19447-H AST Exhibit "A" Legal Description of Lands Conveyed by Deed No, 19447 LEGAL DESCRIPTION (NW QUADRANT - UPLAND PARCEL): COMMENCE AT A POINT SHOWN MARKED BY A 5/8" DIAMETER, IRON ROD AND CAP STAMPED F.D.O.T., SHOWN AS P.T. STA, 25+50 ON THE OFFICIAL MAP OF LOCATION AND SURVEY OF A PORTION OF SECTION 8706, DESIGNATED AS PART OF STATE ROAD A-1-A IN DADE COUNTY, FLORIDA", PREPARED BY THE STATE ROAD DEPARTMENT OF THE STATE OF FLORIDA, AS RECORDED IN MAP BOOK 56 AT PAGE 71 OF THE PUBLIC RECORDS OF DADE COUNTY, FLORIDA, SAID POINT BEING THE POINT OF TANGENCY OF THE ORIGINAL CENTER LINE OF THE DOUGLAS MACARTHUR CAUSEWAY RUNNING EASTERLY AND SOUTH EASTERLY FROM, THE WESTERLY LIMITS (WEST BRIDGE) OF WATSON ISLAND AS SHOWN ON SHEET 3 OF THE STATE ROAD DEPARTMENT RIGHT-OF-WAY MAP SECTION NO, (8706-112) 87060-2117, REVISED MARCH 25, 1959, SAID MOST NORTHERLY CURVE HAVING A RADIUS OF 1432,69 FEET AND A CENTRAL ANGLE OF 62°00'00'; THENCE SOUTH 59°51'26" WEST DEPARTING RADIALLY FROM SAID CENTERLINE A DISTANCE OF 987.36 FEET TO A PROJECTED BULKHEAD LINE; THENCE NORTH 17°12'21" WEST ALONG, SAID BULIHEAD LINE A DISTANCE OF 238.86 FEET TO THE POINT AND PLACE OF BEGINNING; THENCE NORTH 17°12'21" WEST CONTINUING ALONG SAID BULKHEAD LINE A DISTANCE OF 924.74 FEET TO THE SOUTHERLY RIGHT-OF-WAY LINE OF STATE ROAD A-1-A -- DOUGLAS MACARTHUR CAUSEWAY; THENCE ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE THE FOLLOWING COURSES AND DISTANCES; SOUTH 89°10'55" EAST A DISTANCE OF 72,89 FEET; THENCE NORTH 86°39'49" EAST A DISTANCE OF 67.31, FEET TO NON -TANGENT CURVE CONCAVE TO THE NORTHEAST WHOSE RADIAL LINE BEARS NORTH 39°29'18" EAST HAVING A RADIUS OF 160.00 FEET AND CENTRAL ANGLE OF 22°09'28"; THENCE ALONG SAID CURVE AN ARC LENGTH OF 61.88 FEET; THENCE SOUTH 72°40'15" EAST CONTINUING ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE A DISTANCE OF 276.49 FEET; TO A CURVE CONCAVE TO THE SOUTHWEST HAVING A RADIUS OF 600,00 FEET AND CENTRAL ANGLE OF 46°17'39"; THENCE ALONG SAID CURVE AN ARC LENGTH OF 484,79 FEET TO A POINT OF TANGENCY; THENCE SOUTH 26°22'36" EAST CONTINUING ALONG THE SOUTHWESTERLY RIGHT-OF-WAY LINE OF STATE ROAD A-1-A A DISTANCE OF 196.59 FEET; THENCE SOUTH 54°07'39" WEST DEPARTING SAID RIGHT-OF- WAY LINE A DISTANCE OF 532.16 FEET; THENCE NORTH 35°54'03" WEST A DISTANCE OF 132,74 FEET; THENCE SOUTH 54°07'39" WEST A DISTANCE OF 150,14 FEET TO THE POINT OF BEGINNING, LEGAL DESCRIPTION (SUBMERGED PARCEL): COMMENCE AT A POINT, MARKED BY A 5/8" DIAMETER IRON ROD AND CAP STAMPED F.D.O.T., SHOWN AS P,T, STA, 25+50 ON THE "OFFICIAL MAP OF LOCATION AND SURVEY OF A PORTION OF SECTION 8706, DESIGNATED AS PART OF STATE ROAD A-1-A IN DADE COUNTY, FLORIDA," PREPARED BY THE STATE ROAD DEPARTMENT OF THE STATE OF FLORIDA, AS RECORDED IN MAP BOOK 56 AT PAGE 71 OF THE PUBLIC RECORDS OF DADE COUNTY, FLORIDA SAID POINT BEING THE POINT OF TANGENCY OF THE ORIGINAL CENTER LINE OF THE DOUGLAS MACARTHUR CAUSEWAY RUNNING EASTERLY AND SOUTH EASTERLY FROM THE WESTERLY LIMITS (WEST BRIDGE) OF WATSON ISLAND AS SHOWN ON SHEET 3 OF THE STATE ROAD DEPARTMENT RIGHT-OF-WAY MAP SECTION NO. (8706-112) 87060-2117, REVISED MARCH 25, 1959, SAID MOST NORTHERLY CURVE HAVING A RADIUS OF 1432.69 FEET AND A CENTRAL ANGLE OF 62°00'00"; THENCE SOUTH 59°51'26" WEST DEPARTING RADIALLY FROM SAID CENTERLINE A DISTANCE OF 987,36 FEET TO A PROJECTED BULKHEAD LINE; THENCE NORTH 17°12'21" WEST ALONG SAID BULKHEAD LINE A DISTANCE OF 238.86 FEET TO THE POINT AND PLACE OF BEGINNING; THENCE SOUTH 49°32'57" WEST DEPARTING SAID BULKHEAD LINE A DISTANCE OF 550,92 FEET TO A POINT OF INTERSECTION OF THE TURNING BASIN LIMIT AS ESTABLISHED BY U,S, ARMY CORPS OF ENGINEERS AND POSITIONED BY COORDINATES NORTH. 527,878.62 FEET, EAST 926,135,22 FEET (BASED ON NORTH AMERICAN DATUM 1983-NAD83) WITH THE NORTHERLY LINE OF THE MIAMI MAIN SHIP CHANNEL; THENCE NORTH 31°03'50" WEST ALONG THE LIMITS OF SAID TURNING BASIN A DISTANCE OF 428.44 FEET TO A POINT OF INTERSECTION WITH THE EAST RIGHT-OF-WAY LINE OF THE INTRACOASTAL WATERWAY; THENCE NORTH 03°27'54" WEST ALONG SAID EAST RIGHT-OF-WAY LINE A DISTANCE OF 874.43 FEET TO A POINT OF INTERSECTION WITH THE SOUTHERLY RIGHT-OF-WAY LINE OF SAID DOUGLAS MACARTHUR CAUSEWAY, SAID POINT OF INTERSECTION BEING A POINT ON A CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 10,716,59 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH O1°15'15" EAST; THENCE RUN EASTERLY FOR 387,46 FEET ALONG THE ARC OF SAID CURVE AND ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE, THROUGH A CENTRAL ANGLE OF 02°04'17" TO A POINT OF TANGENCY; THENCE SOUTH 89°10'55" EAST CONTINUING EASTERLY ALONG THE SAID SOUTHERLY RIGHT-OF-WAY LINE A DISTANCE OF 32,06 FEET MORE OR LESS TO A POINT OF INTERSECTION WITH AN EXISTING BULKHEAD LINE; THENCE SOUTH 17°12'21" EAST ALONG SAID BULKHEAD LINE A DISTANCE OF 924,74 FEET TO THE POINT OF BEGINNING. DATE: 3/29/1 '1 X<;xhibitX3 Legal Descriptions of Staging, Moors and Dredging Arita LEGAL DESCRIPTION FOR TEMPORARY EASEMENT "A" PORTIONS 'Qp WATSON ISLAND, CITY OF'MIAMI, •LYING WITHIN SECTION 31, TOWNSHIP' 53 SOUTH, RANGE 42 EAST, MIAIAI--GAGE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED' AS FOLLOWS: • • COMMENCE AT POINT OF TANGENCY STATION 25+50. ON THE CENTERLINE OF GENERAL DOUGLAS Moo ARTHUR CAUSEWAY (S.R, A-1-•A) STATE PROJECT SECTION No. (0706-112) 87060-2117 RIGHT OF WAY MAP AS RECORDED 1N P;.AT 1300K'56 AT PAGE, 71 OF THE PUBLIC RECORDS OF MIgMI DADE COUNTY, IFLQRIDAt THENCE S5051'28"W FOR 252.79,FEET •TO A POINT ON' THE WESTERLY RIGHT OF .WAY LINE OE' GENERAL DOUGLAS Moo ARTHUR CAUSEWAY, (THE NX;f 'FIVE (5) COURSED 'ARE ALONG. SAID WESTERLY RIGHT* OF WAY LINE), THENCE 526'22'36"E FOR 33,52 FEET; THENCE 517'55'22"E ROR 275.61 FEET; THENCE' 604'22'47"E FOR' `X81,49 FEET TO THE POINT OF CURVATURE OF A'CIRCULAR CURVE 7O THE LEFT HAVING A RADIUS OF+19C.00 FEET AND A • CENTRAL ANGLE 'OF 79'15'21 "1 THENCE SOUTHERLY AND EASTERLY ALONG THE ARC D'F' SAID CURVE AN ARC 015TANCE OF 252.82 FEET; THENCE S63'38'C8"E, FOR ,31.88 FEET 70 THE R01NT QF PEOINNING OF, TEMPORARY EASEMENT "A", (THE 'NEXT FIVE(5) COURSES •ARE,ALQND SAIO'WESTERLY RIGHT OF WAY OF GENERAL, DOUGLAS Mob ARTHUR CAUSEWAY); THENCE 663'38'b8"E FOR 157,58 FEET To THE POINT OF CURVATURE, OF A CIRCULAR CURVE TO THE RIGHT HAVING A RADIUS OP 227,50 FEET AND A CENTRAL ANGLE OF 45'28'55" THENCE EASTERLY ANC SOUTHERLY 'ALONG THE ARO'OF SAID CURVE AN ARC DISTANCE OF 184.59. FEET 70 THE. POINT OF. REVERSE CURVATURE OF A CIRCULAR CURVE 70 ,THE; LEFT HAVING A RADIUS OF 272100 FEET AND A CENTRAL ANGLE OF 10'53'16", THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE AN ARC DISTANCE OF 517,47 FEET; THENCE N43'54'30"E FOR 25.98. FEET 'TO A POINT ON A CURVE THAT IS CONCAVE, TO THE ,NORTHEAST • AND FIAVING A RADIUS OF 975.08 FEET, SAID CURVE SEARS N43'64'31"E, THENCE SOUTHEASTERLY ALONG THE ARG OF SAID CURVE THROUGH A CENTRAL ANGLE GP 0"433'45",TOR AN ARC OfSTANOE OF 25,14 FEET; THENCE 525'01'24"W FOR 118.20 FEET; THENCE N64'38'36"W FOR 838.45 FEET; ' THENCE N25'01'24"E FOR 251,11 FEET TO THE POINT OP BEGINNING, ' Book23181/Pago783 CFN#20050267972 Exhibit B Page 1 of 6 Partial Modification of Original Restrictions Deed Restriction No. 19447-G txhIbit ]8 Legal Descriptions of Staging, Aaaess and Dredging Arose UEC41, DESCRIPTION FOR TEMPORARY EASEMENT 'II" PORTIONS OF WATSON ISLAND, CITY• OF MIAMI, LYING WITHIN SECTION 31ti TOWNSHIP 53 SOUTH, 'RANGE 42 EAST, MIAMI—DADE COUNTY, FLORIDA. , , BEING' MORE PARTICULARLY DESCRIBED AS FOLLOWS: 'COMMENCE AT POINT OF ,TANGENCY STATION 254.50 ON THE CENTERLINE 'OF GENERAL DOUGLAS Mac ARTHUR OAUS,EWAY (S.R. A-1—A) STATE PROJECY SECTION' No, (8708 -112) 87060-2117 RICHT OF WAY MAP AS RECORDED IN PLAT p00,11 86 AT PAGE ,71 OF THE PUBLIC RECORDS Or, MIAMI DADE COUNTY, • FLORIDA; THENCE 559' 1'26'W 'FOR 252,79 FEET TO A POINT ON THE WESTERLY RIGHT, OF WAY LINE: OF GENERAL DOUGLAS Mai? ,ARTHUR CAUSEWAY, (THE NEXT FIVE (5) COURSES ARE ALONG SAID WESTERLY RIGHT OF' 'WAY LINE),. THENCE .516'22'36'E FOR 33,52 FEET; THENCE S17'58'22"E FOR 275.61 FEET; THENCE,$04'22'47"E FOR 281,49 FEET TO THE POINT OF CURVATURE OF A CIRCULAR .CURVE,TO THE LEFT HAVING A RADIUS OF 190,00 retr AND A CENTRAL ANGLE OF 79'15'21"; THENCE SOUTHERLY AND EASTERLY ALONG .THE ARC OF SAID' CURVE AN ARC DISTANCE OF 262,82 FEET; THENCE S83'38'08"E FOR .31,88 FEET; THOCE S25'01'24'W FOR 52.77 ,FEET To THE POINT Or BEGINNING OF TEMPORARY EASEMENT '9"; THENCE CONTINUE S25'0'024"E FOR 198,34 FEET; .THENCE 1964'58'35'W FOR 250,00 FEET;. THENCE N25'O1'24"E FOR 219,10 E'EETI ,THENCE S64'3B'3¢"E FOR 21,98 FEET 'TO THE POINT OF CURVATURE OF A CIRCULAR CURVE TO 'THE RIGHT HAVING A RADIUS OF 25,00 FEET AND A CENTRAL ANGLE OF'31'O51'487, THENCE' SOUTHEASTERLY ALONG THE ARO OF SAID CURVE AN ARC DISTANCE;OF 13,59 FEET TO THE POINT OF 'REVERSE CURVATURE OF A CIRCULAR CURVE TO THE LEFT HAVING A RADIUS OF 240.0D FEET AND A CENTRAL ANGLE OF 49'47'50", THENCE SOUTHEASTERLY ALONG THE ARC OP SAID CURVE, AN ARC. DISTANCE 01 208.89 FEET; THENCE .S8,Y38'08''S FOR 15.00 FEET TO 'THE POINT OF BEGINNING, Book23181/Page784 CFN#20050267972 Exhibit B Page 2 of 6 Partial Modification of Original Restrictions Deed Restriction No. 19447-E ExhlMit B Legal Desoriptiona of Staging, Aoa and Dredging Mons LEGAL DESCRIPTION FOR TEMPORARY EASEMENT 'a" . PORTIONS OF WATSON ISLAND, CITY OF lALAHL, LYING WITHIN SECTION 31, TOWNSHIP 53 SOUTH RANGE 42•EAV, MIAMI—DADE COUNTY, FLORIDA. SEINQ MORE PARTICULARLY OESGRId D AS FOLLOWS; COMMENCE AT POINT OF TANGENCY STATION 25+60 ON THE' CENTERLINE ' OF GENERAL DOUGLAS Moo ARTHUR. CAUSEWAY,(S,R, Awl —A) STATE'PROJECT , SECTION No. (8706—If2) 87060.2117 RIGHT OF WAY MAP AS RECORDED IN PLAT BOOK 55 AT PACE 71 OF THE PUBLIC RECOROS OF MIAMI,OADE COUNTY, F1,bRIDA; THENCE S59'51120"W FOR 252.79 FEET To A POINT. QN-•THE ' WESTERLY RIGHT OF WAY LINE OP GENERAL DOUGLAS Maa ARTHUR ' ' CAUSEWAY; THENCE N26'22'30,"W ALONG SAID WESTERLY RIGHT Or'WAY LINE ' FOR 159,21 FEET; THENCE 864'07'391W FOR' 484.19 FEET TO THE POINT OF BEGINNING OF TEMPORARY EASEMSNT."C"; THENCE 835'62'21"E FOR 143.31 FEET{ THENCE S43'41'14" FOR 186.59 FEET; THENCE 544'28'41'" 'Eon 184.06 FEET; THENCE 552'14'06'E FOR 81.03 FEET; THENCE S84'58'36'E FOR 249.88 FEET TO A POINT ON THE AFORESAID' WESTERLY RICHT OF MAY LINE' OF GENERAL DOUGLAS Mao ARTHUR CAUSEWAY, SAID POINT ALSO BEING ON A CURVE THAT is CONCAVE TO THE.NORTHEAST HAVING A RADIUS OF T90,00 , PEET, THENCE SOUTHEASTERLY ALONG 'THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF'79'15'21" FOR'AN ARC DISTANCE OF 262,62 FEET; THENCE S83"35'08"E ALONG SAID WESTERLY RIGHT' OF WAY LINE FOR 31.88 FEET; THENCE S26'01'24"W FOR 52.77 FEET; THENCE N83'38'08"W FOR 15,00 FEET TO THE POINT'0F CURVATURE OP A CIRCULAR CURVE TO THE RIGHT HAVING A RADIUS OF 240.00,FEET AND A CENTRAL ANGLE OP 49'47'50", THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE AN ARC DISTANCE OF 208.59 FEET 7O THE POINT OF REVERSE CURVATURE OF A C,IRCULAR'CURVE TO'THE LEFT HAVING A RADIUS or,25,00 FEET AND A CENTRAL ANGLE OF 31'08'46", THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE AND ARC,, DISTANCE OF ,13,59 FEET; THENCE N64'88'36"W FOR ' 232.65 FEET; THENCE N52'14'06"w son 90,00 FEET; THENCE N44'28'41"W FOR 185,00 FEET; THENCE N42'52`31"W FOR 114.31 FEET; THENCE 847'07'29"w FOR 114.15 FEET; THENCE N17'10'S8'W FOR 60,00 FEET; THENCE S77'35'38'W FOR 8,61 .FEET; THENCE N18'19'63"W'FOR 61.30 FEET; ,THENCE 570'36'43"W FOR 149,03 FEET; THENCE '717'12'21,"w FOR 212.14 FEET; THENCE N54'07'39"E FOR 150;14,FEET; THENCE S35'54'03"E FOR 114.38 FEET; 'THENCE N64'07'39"E FOR 47.43 FEET TO THE pOINj' OF BEGINNING. Book23181/Page785 CFN#20050267972 Exhibit B Page3 of 6 Partial Modification of Original Restrictions Deed Restriction No, 19447-H Exhibit B Legal Deaariptions of Staging, Aeoess and Dredging Areas LEGAL OESORIP'iTON FOR PE RMAt ENT EASEMENT,"C1" PORTIONS OF WATSON ISLAND, CITY OF' MIAMI, LYING WITHIN SECTION 31, ,TOWNSHIP 53 SOUTH, RANGE 42 EAST, MIAMI-DADE COUNTY, FLORIDA. 6;:INQ MORE PARTICULARLY DES9RISED AS' FOLLOWS: COMMENCE AT POINT OF TANGENCY STATION 25+50'ON THE CENTERLINE •Or,QgNERAL JOUCL45 Mae ARTHUR CAUSEWAY (S.R, A.-1-4,) STATE PROJECT SECTION Ni, (67O8.112) 87060-2117 RIGHT of WAY MAP AS REOORDEO IN ' PEAT' ROOK 66 AT PACE 71, oF''THE PUBLIC RECORDS OF MIAMI DADE COUNTY, • FLORIDA: THENCE'550'51'26"W FOR 252,79 FEET To, A POINT ON THE WESTERLY RICHT OF WAY LINE or, GENERAL DOUGLAS Mao ARTHUR CAUSEWAY; THENCE N2$'22'3G"W ALONO'SAID WESTERLY RIGHT OF WAY LINE FOR 180,21 FEET; THENCE SO4'07'3G W .FOR 1431,61 FEET TO THE' POINT OF 9EGINNINO OF , PERMANENT EASEMENT ,,"C11 THENCE N48'29'11"W FOR 137,68 FEE;•; THENCE N5'4'07'39"E FOR 30,00 FEET; THENCE N35'54'03"E FON 134,38 FEET 70 THE POINT OF OEOINNINO, 3aok23181/Page786 CFN#20050267972 Exhibit B Page 4 of 6 Partial Modification of Original Restrictions Deed Restriction No. 19447-H Exhibit B Legal DOsorlpt1ons of Staging, Anooss arid Drodging Areas LEGAL. DESL i1rTION FOR eats WEHT asto rt 'D PORTIONS OF WATSON ISLAND, CITY OF MIAMI,. LYING WITHIN SEC1 0 31, 'TOWNSHIP 53 SOUTH, RANGE.42 EAST, MIAMI—DA0E COUNTY, FLORIDA. BEING MORE PARTICULARLY ,DESCRIBED AS FOLLOWS; COMMENCE A7 POINT'OF TANGENCY.' STATION 25+50 ON THE CENTERUNE ' OF GENERAL DOUGLAS Mao ARTHUR CAUSEWAY (S.R, A-7 -A) STATE PRO.lECT SECTION No, (8706•-112) B7060.-2117 RIGHT OF WAY MAP AS RECORDED IN PLAT SOAK 55 AT PAGE 71 OF' THE PUOLIC RECQRG$ OF MIAMI DADE COUNTY, FLORIPAI THENCE S59451'26"W, FOR, 252,7D FEET TO A POINT, ON THE WESTERLY RIGHT OF WAY LINE OF GENERAL BCUGLAS Mao ARTHUR CAUSEWAY; THENCE N26'22'36"W ALONG SAID WESTERLY MOW' OF WAY LINE FOR 114.4E1 FEET TO THE POINT OF BEGINNING OF PERMANENT EASEMENT "DT; THENCE. 354'07'30'W FOR 476,15 • F ET1 THENCE N35'52'21 NV FOR 54.00 FEET THENCE NS4'07'39"E FOR 454,10 FEET TO A POINT ON THE AFORESAID WESTERLY RIGHT OF WAY LINE 'OF GENERAL DOUOLA$ Mac ARTHUR CAUSEWAY THENCE Sx5'22'36"E ALONG SAID WESTERLY RIGHT OF WAY' LINE FOR 54,75 ' FEET TO THE POINT OF 8EGINNINC; I3ook231811Page787 CFN#20050267972 Exhibit B Page 5 of 6 Partial Modification of Original Restrictions Deed Restriction No, 19447-H apple, 2z1B1 PAGE 0789 1.-AST PAGE .Exhibit 13 Legal Descriptions of Staging, Access and Dredging Areas .Exhibit B Page 7 of 7 Partial Modification of Restrictions , Deed Restriction No. 19447- ' M>A DOCS 6947670 Book23181/Page789 CF'N#20050267972 Page 15 of 15 Exhibit B Page 6 of 6 Partial Modification of Original Restrictions Deed Restriction No, 19447-H DRAFT: TO BE COMPLETED UPON DOCUMENT EXECUTION STATE WAIVER COMPLIANCE AGREEMENT WITH FLAGSTONE ISLAND GARDENS, LLC FOR CONTINUING COMPLIANCE WITH THE PARTIAL MODIFICATION OF ORIGINAL RESTRICTIONS TO DEED NO. 19447.H, DATED , 2014 BETWEEN THE BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OF FLORIDA AND THE CITY OF MIAMI This State Waiver Compliance Agreement ("Compliance Agreement") is made as of 2014 by and between THE CITY OF MIAMI, a municipal corporation of the State of Florida ("City"), whose principal address is 3500 Pan American Drive, Miami, Florida 33133, and FLAGSTONE ISLAND GARDENS, LLC, a Delaware limited liability company, f/k/a and successor by merger to Flagstone Properties, LLC, a Florida limited liability company, whose principal local address is ("Flagstone"), RECITALS A. The Board of Trustees of the Internal Improvement Trust Fund of the State of Florida ("Board of Trustees") Is by Section 253.03, Florida Statutes, authorized and empowered to modify restricted uses for certain lands. B, • The Board of Trustees conveyed to the City certain lands more particularly described in Deed No. 19447, recorded in Deed Book 3130, Page 257, Public Records of Miami- Dade County, Florida (the "Deed"). C. The Board of Trustees approved a modification of the Original Restrictions on June 24, 2004, and executed and delivered an instrument entitled "Partial Modification of Restrictions" on March 2, 2005, and same was recorded on March 18, 2005, in Official Records Book 23181, Page 775, Public Records of Miami -Dade County, Florida. D. The City is still desirous of leasing that portion of the lands conveyed to the City by the Deed which is described in Exhibit "A", attached hereto and made a part hereof (the "Property"), to Flagstone Island Gardens, LLC, a Delaware limited liability company ("Flagstone"), to allow for the construction and operation of a public and private commercial, marina, and mixed use, waterfront development, including any and all uses permitted under the Ground Lease, as defined below (as a whole or in phases, the "Development"), and in order to accomplish the same, it is necessary that the Original Restrictions be modified by the Board of Trustees. E. The Development is still In the public Interest because it will convert the Property from a sparse, unimproved field to a location that will contain cultural, scenic, and recreational values that will benefit the public while at the same time retaining 60% of the Development as open space In the form of gardens, walkways, and a waterfront promenade available to residents and visitors for cultural and recreational activities. F. In furtherance of the public interest, the Development will still also aid tourism, provide training and employment opportunities to residents, and generate significant tax revenue for the City. G, On , 2014, the Board of Trustees and the, City amended and restated the Partial Modification of Restrictions on the terms set forth in the Partial Modification of Original Restrictions Deed No. 19447-H, effective as of , 2014, a copy of which is attached hereto as Attachment 1 and made a part hereof ("Modification of Restrictions")• On , 2014, the City Commission pursuant to Resolution No, R-14- , a copy of which is attached and incorporated as Attachment 2, authorized the City Manager to execute this Compliance Agreement and set forth certain additional conditions precedent to be provided in the terms and conditions hereof in order for Flagstone to enter into the Ground Lease(s) for the Property with the City, J. On , 20_, Flagstone by its corporate , a copy of which is attached and incorporated as Attachment 3, authorized its Managing Partner Flagstone Development Corporation, a Delaware Corporation by Its President Mehmet Bayraktar to execute and take all steps necessary for continuing compliance with this Compliance Agreement, NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual covenants, terms and conditions herein contained, and other good and valuable consideration, the City and Flagstone agree as follows: AGREEMENTS 1. Consent to Development and Ground Lease. In addition to the One Million Dollars ($1,000,000.00) Rent Security Deposit, the Two Hundred Thousand Dollars ($200,000,00) Litigation Security Deposit, and the Thirty -Five Thousand Dollars ($35,000,00) Easement Security Deposit currently in escrow, Flagstone has agreed herein below to provide on or before December 1. 2014, a payment and performance bond in form and substance acceptable to the City, In the amount of Five Hundred Thousand Dollars ($500,000,00), Provided that Flagstone satisfies its obligations set forth in Paragraph 2 below, and subject to termination in accordance with the provisions of this Compliance Agreement and the Modification of Restrictions, City hereby consents to, the following: (i) the leasing of the Property or parts thereof to Flagstone pursuant to the ground lease or leases between the City and Flagstone (the "Ground Lease," and any amendments made in accordance with the express terms of the Ground Lease); (ii) Flagstone's use of the Property for the development, construction and operation of the Development; (iii) the grant of any easements and/or license agreements which are necessary or appropriate for pre -development work related to the Development, such as utility relocation and access related to the Development and which are necessary or appropriate for such construction or operation of the Development, and continued access related to the Development, all upon the Property or within the areas described in Exhibit "B", attached hereto and made a part hereof (the "Easement Areas"), and (iv) that certain Amended and Restated Agreement to Enter into Ground Lease effective as of September 15, 2011 (the "Agreement to Enter"), a copy of which has been provided to the State of Florida Department of Environmental Protection Division of State Lands (the "Division"). In the event that (i) Flagstone Is contemplating any material modifications to the Ground Lease and/or the Agreement to Enter, Flagstone agrees to first discuss such proposed modifications with the City, and (ii) any material amendments to the Ground lease and/or the Agreement to Enter must first receive prior approval by each of the City and the Board of Trustees at a regularly scheduled meeting. 2, Flagstone's Obligations (a) Payments and Financial Obligations (I) Until the Development is completed or October 1, 2021, whichever occurs first ("Takeover Date"), Flagstone shall make payments to the City, on a monthly basis, In an amount equal to fifteen (15%) of the amount It pays to the City under the Agreement to Enter and the Ground Lease(s) pursuant to the rent schedule set forth on Exhibit "A" to City of Miami Resolution R-10-0402, adopted September 23, 2010 (the "Resolution") a copy of which is attached and Incorporated as Attachment 4, Flagstone shall make these monthly payments to the City on the first day of each month. Each payment shall be in an amount equal to fifteen (15%) of the sums paid by Flagstone to the City. Flagstone shall remit the January 1 and July 1 2012, the January 1 and July 1, 2013, and the January 1, 2014 semi-annual preconstruction rent payments in the total amount of Two Hundred Six Thousand Two Hundred Fifty and No/100 Dollars ($206,250,00) to the City by wire transfer or by certified check within five (5) days of the mutual execution and delivery of this Compliance Agreement. (II) From and after the Takeover Date, the City shall make payments to the Board of Trustees, on a semi-annual basis, in the amount of fifteen percent (15%) of the total gross rental payments received by the City under the Ground Lease(s) (including, but not necessarily limited to, Base Rent and Percentage Rent, as defined in the Ground Lease(s)), with the first (1st) semi-annual rental payment being made on the thirtieth (30th) day of the month in which the City receives its sixth (6th) month Base Rental payment pursuant to the Ground Lease, and each subsequent semi-annual payment being made on the thirtieth (30t") day of each and every sixth (6th) month thereafter for as long as the Development remains on the Property, In no event shall the Board of Trustees receive less than Three Hundred Thousand and No/100 Dollars ($300,000) during each twelve (12)-month period from and after the Takeover Date, regardless of whether the City actually collects Base Rent or Percentage Rent under the Ground Lease, If the Modification of Restrictions is terminated for any reason, then Flagstone shall not be entitled to a refund of any payments made to the City for the Board of Trustees prior to termination. (iii) Continuing Renewal of Payment and Performance Bond. On or before December 1, 2014, Flagstone shall provide, maintain and renew from time to time as necessary, in form acceptable to the City, the Five Hundred Thousand and No/100 Dollar ($500,000,00) Payment and Performance Bond In favor of the City; provided however that should Flagstone reach the date of December 1, 2024 without any default under this Compliance Agreement, then City shall return on such date the existing Payment and Performance Bond to Flagstone and this continuing requirement shall be extinguished, (b) Permits. Flagstone shall insure and guarantee the City that Flagstone has applied for and shall obtain or has obtained, as the case may be, all permits required by law for the Development. (c) Financial Audit Reports. Beginning on the date of Flagstone's first (1st) monthly rental payment to the City as required by Paragraph 2(a)(ii) above, Flagstone shall submit for each calendar year, annual financial audit reports to the City which have been completed by an independent certified public accounting firm in accordance with generally accepted accounting principles and which certify the accuracy of the semi-annual payments described in Paragraph 2.(a)(ii) above. (d) Status Reports Regarding Development. Beginning one (1) year after the Effective Date (defined below) of this Compliance Agreement, Flagstone shall submit annual status reports to the City that verify the progress of the proposed Development. Flagstone shall be required to submit these annual status reports to the City until each phase of the Development has received a certificate of completion. Each such report shall include a list of all then -existing Curing Parties (defined below), (e) Completion of Development, Flagstone shall insure and guarantee that the Development is completed in the manner contemplated and required by the Ground Lease(s) (including obtaining applicable permits) within the time periods set forth in the Ground Lease(s). (f) Improvements to Additional Lands, Flagstone shall insure and guarantee that any staging area located within the Easement Areas pursuant to any easement or license agreement shall, after its usage, be left in a condition better than Its condition when it was delivered to Flagstone. In addition to the foregoing, Flagstone shall insure and guarantee that Flagstone will spend no less than One Million and No/100 Dollars ($1,000,000,00) on improvements to (1) an open space of land on the southeast side of Watson Island known as Southside Park and (2) the Japanese Gardens. Some of these improvements shall include, but not be limited to, the following: master planning of Southside Park, open air pavilion or covered support facility, fencing, removal of invasive trees and plants, underground utilities, park pathways, bicycle and jogging trails, public restroom facilities, security cameras and/or devices, and parking area, (g) Gambling. During the term of the Ground Lease and any renewals, extensions, modifications or assignments thereof, without the express consent of the City and notwithstanding any contrary provisions that now exist In the Ground Lease, the CITY shall prohibit: (1) casino gambling and all other forms of gambling on the Property and the Easement Areas and (2) the operation of or entry onto the Property and the Easement Areas of gambling cruise ships, or vessels that are used principally for the purpose of gambling, when these vessels are engaged in "cruises to nowhere," where the ships leave and return to the state of Florida without an Intervening stop within another state or foreign country or waters within the jurisdiction of another state or foreign country, and any watercraft used to carry passengers to and.from such gambling cruise ships. 3, Termination of Board of Trustees' Approval, (a) Default in Flagstone's Obligations, Subject to the notice and cure provisions set forth in Paragraph 4, below and the unavoidable delays provision set forth in Paragraph 5,(a) below, the City, the Board of Trustees or the Division may terminate the approval set forth in Paragraph 1 above In connection with the Modification of Restrictions if any of Flagstone's obligations set forth above In Paragraph 2, are not performed in a timely manner. (b) Termination of Ground Lease(s). Subject to the notice and cure provisions set forth in Paragraph 4, below, the City, the Board of Trustees or the Division may terminate the approval set forth in Paragraph 1 above in connection with the Modification of Restrictions if the Ground Lease(s) is terminated in accordance with its terms and it is not replaced with any new replacement lease(s) expressly provided for by the Ground Lease(s) or by any Subordination, Non -Disturbance and Attornment Agreement entered into by any of the Curing Parties; provided, however, this termination right shall not apply if there are separate ground leases for components of the Development and at least one such Ground Lease has not been terminated. (c) Reimposition of Original Restrictions. If the Board of Trustees or the Division terminates the Modification of Restrictions, the Original Restrictions shall automatically and immediately be reimposed on the Property and Easement Areas and such Original Restrictions shall. automatically and immediately become parts of and be incorporated by reference into this Compliance Agreement . (d) Cure Rights, Flagstone agrees that in the event that the City, Board of Trustees, or the Division determines that a default (a "Default") described in Paragraph 2.(a)(i), (ii), and (lii) above (a "Monetary Default") or Paragraphs 2.(b), 2,(c), 2,(d), 2,(e), 2,(f), 2.(g) or 2.(h) above (a "Non -Monetary Default") has occurred, the following procedures shall apply: (e) Notice, The City, the Board of Trustees or the Division shall provide notice to Flagstone of any Default, which notice shall identify the alleged Default. The City shall send a copy of such notice to each Approved Mortgagee and Major Subtenant and any association formed to administer the applicable regime(s) ("Association(s)") with respect to Approved Time Share Licenses, as such terms are defined in the Ground • Lease, and to 'Flagstone or Subtenant (whichever is not believed to be the defaulting party) (the Major Subtenants, the Approved Mortgagees, such Association(s) and the City or the Flagstone (whichever Is not the defaulting party), each a "Curing Party"). Notwithstanding the foregoing, the City shall be required to send a copy of any such notice only to each party as to which Flagstone has been notified In writing of such party's status as a Curing Party. In the event Flagstone fails to send a copy of such notice to any such Curing Party, such failure shall not affect the validity of the Default notice given to any other Curing Party, or the cure period set forth in Paragraph 4,(b) below which is afforded to such other Curing Party. (f) Flagstone's Cure Periods, Flagstone agrees that if the City determines that Flagstone has failed to cure the Default after being given the opportunity to do so (which determination of Flagstone's failure to cure the Default may be made in the sole and absolute discretion of the City), any Curing Party shall have the opportunity: (I) to cure any Monetary Default within sixty (60) days from the date the Board of Trustees, the Division or the City sends its notice of Default (the "Default Date"); and (ii) to cure any Non -Monetary Default within one hundred twenty (120) days from the Default Date; provided, however, that if any Non -Monetary Default cannot, in the exercise of due diligence and good faith, be cured within such one hundred twenty (120)-day period, any Curing Party shall have such additional reasonable period as will enable such Curing Party, with the exercise of due diligence and in good faith, to cure the Non -Monetary Default; provided further that the cure period for such Non -Monetary Defaults shall not exceed twenty-four (24) months from the Default Date (except that if possession of the Property by such Curing Party is reasonably necessary for such Curing Party to cure such Non -Monetary Default, the cure period for such Non -Monetary Default shall not exceed twenty-four (24) months from the date such possession is obtained, so long as such Curing Party is diligently pursuing proceedings to obtain such possession). 4. Miscellaneous. (a) Unavoidable Delays, The City recognizes that there may be instances when unavoidable delays may be encountered which are caused by circumstances beyond the reasonable control of Flagstone or any Curing Party and could not have been overcome by Flagstone or such Curing Party's due diligence. A filing of a voluntary petition In bankruptcy or for reorganization or an arrangement pursuant to the Federal Bankruptcy Code or any similar law, federal or state, now or hereinafter in effect, or an assignment for the benefit of creditors shall not be considered an unavoidable delay for purposes of this Paragraph 5. In the unlikely event of such an unavoidable delay, the City agrees to the following procedure: (i) upon occurrence of any unavoidable delay, Flagstone or any Curing Party shall notify the Director of Public Facilities in writing within 30 days thereafter of the anticipated length and cause of the delay, the measures taken or to be taken to minimize the delay and the timetable by which Flagstone and/or such Curing Party intends to implement these measures; (ii) the parties will then enter into discussions to determine the appropriate extension, to allow Flagstone or such Curing Party adequate time to meet the delay or anticipated delay. The City, and the Division, acting on behalf of the Board of Trustees, shall agree to extend the time for performance hereunder for a period equal to the agreed delay from such circumstances. Such agreement shall adopt all reasonable measures necessary to avoid or minimize the delay; and (iii) if the parties cannot agree, the Division will provide the City or the During Party with notice and an opportunity for a hearing before the Division to determine the amount of time. for extension of performance hereunder. The provisions of this Paragraph 5, shall not apply to Paragraph 2,(a)(i) and (ii) and (ill), (b) Application Only to Property and Easement Areas; Ratification. This Compliance Agreement applies only to the Property and the Easement Areas, and shall not affect or modify the restrictions imposed upon the other lands described in the Deed which have not previously been waived or modified by the Board of Trustees. Except as expressly modified hereby, the terms of the Original Restrictions shall remain unchanged in each and every respect, and the same are hereby ratified, approved and confirmed by the Board of Trustees, the City and Flagstone as of the date of this Compliance Agreement (it being understood that any previous waiver or modification of the Original Restrictions made with respect to the Property is hereby superseded). (c) Effective Date. Except for Paragraphs 1,(1) and (ii) and (iii) above, this Compliance Agreement shall be effective upon the mutual execution and delivery hereof. With respect to the BOARD OF TRUSTEES' consent pursuant to Paragraphs 1(i) and (II) and (Hi) above, this Compliance Agreement shall be effective only upon the Division's receipt of a copy of a fully executed Ground Lease(s) and the Division's confirmation that the Ground Lease(s) is in substantially the same form as the copy of the proposed Ground Lease that is attached to the Agreement to Enter ("Ground Lease Effective Date"). (d) Delegation of Authority, The City shall have all authority to determine, in Its sole and absolute discretion, whether Flagstone has failed to cure a default in the manner required herein and whether to terminate this Compliance Agreement because of a default by Flagstone. (e) Term: Unless earlier terminated pursuant to the terms and conditions hereof, this Compliance Agreement shall remain in force and effect throughout the term of the Ground Lease(s). (f) Public Records. Pursuant to the provisions of 5 119.0701 Fla. Stat., Flagstone must comply with the Florida public records laws. Specifically Flagstone must: (1) keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (ii) provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (iv) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (v) meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. (g) Amendments. Any amendments hereof must be in accordance with the City's requirements, the requirements of the Modification of Restrictions, and with Flagstone's Corporate Authorizations, and must be in writing signed by all parties thereto. (h) Applicable Law and Venue of Litigation, This Compliance Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any suit or action brought by any party, concerning this Agreement, or arising out of this Agreement, shall be brought in Miami -Dade County, Florida. Each party shall bear Its own attorney's fees, expenses, and costs, except in actions arising out of Flagstone's duties to indemnify the City under the Agreement to Enter, the Indemnification Agreement, the Escrow Agreement, and under the Ground Lease(s), where Flagstone shall pay the City's reasonable attorney's fees, costs and expenses. IN WITNESS WHEREOF, the City and Flagstone have caused this Compliance Agreement to be executed on this day of , 2014. APPROVED AS TO INSURANCE REQUIREMENTS By: Anne -Marie Sharpe, Interim Director of Risk Management STATE OF FLORIDA COUNTY OF MIAMI-DADE CITY OF MIAMI, a municipal corporation of the State of Florida By: Daniel J, Alfonso, City Manager Pursuant to Resolution No. ATTEST: By: Todd B. Hannon City Clerk (OFFICIAL SEAL) APPROVED AS TO FORM AND CORRECTNESS: By: Victoria Mendez, City Attorney The foregoing instrument was acknowledged before me this day of , 2014, • by Daniel J. Alfonso, as City Manager, and Todd B. Hannon, as City Clerk, on behalf of the CITY OF MIAMI, FLORIDA. Each of them is personally known to me or produced as identification. Notary Public, State of Florida Printed/Typed/Stamped Name Commission Number: Commission Expires: FLAGSTONE ISLAND GARDENS LLC, a Delaware limited liability company By: Flagstone Miami Holdings, LLC, a Delaware limited liability company, as its sole and managing member By: Flagstone Property Group, LLC, a Delaware limited liability company, as its sole and managing member By: Name: Mehmet Bayraktar STATE OF Title: Sole and Managing Member Date: COUNTY OF The foregoing instrument was acknowledged before me this day of 2014, by , by Mehmet Bayraktar, as the sole and managing member of Flagstone Property Group, LLC, a Delaware limited liability company, as the sole and managing member of Flagstone Miami Holdings, LLC, a Delaware limited liability company, as the sole and managing member of FLAGSTONE ISLAND GARDENS, LLC, a Delaware limited liability company, on behalf of each company, Personally Known or Produced Identification Type of Identification Produced Signature: Name: [Print or type] Title: Notary Public Serial No,, if any: My commission expires Exhibit A Property Legal Description of Lands Conveyed by Deed No. 19447 LEGAL DESCRIPTION (NW QUADRANT -UPLAND PARCEL): COMMENCE AT A POINT SHOWN MARKED BY A 5/8" DIAMETER. IRON ROD AND CAP STAMPED F.D,O.T„ SHOWN AS P.T. STA, 25+50 ON THE OFFICIAL MAP OF LOCATION AND SURVEY OF A PORTION OF SECTION 8706, DESIGNATED AS PART OF STATE ROAD A-1-A IN DADE COUNTY, FLORIDA", PREPARED BY THE STATE ROAD DEPARTMENT OF THE STATE OF FLORIDA, AS RECORDED IN MAP BOOK 56 AT PAGE 71 OF THE PUBLIC RECORDS OF DADE COUNTY, FLORIDA, SAID POINT BEING THE POINT OF TANGENCY OF TIIE ORIGINAL CENTER LINE OF THE DOUGLAS MACARTHUR CAUSEWAY RUNNING EASTERLY Ana, EASTERLY FROM. THE WESTERLY LIMITS (WEST BRIDGE) OF WATSON ISLAND AS''1 SF PWN ON SHEET 3 OF THE STATE ROAD DEPARTMENT RIGHT-OF-WAY MAP SECTION NO ' 06-112) 87060-2117, REVISED MARCH 25, 1959, SAID MOST NORTHERLY CURVE IIAVIN �A.�}IDIUS OF 1432,69 FEET AND A CENTRAL ANGLE OF 62°00'00'; THENCE SOUTH 59°51'2 'i �.�,:y. 55 . PARTING RADIALLY FROM YY xi rti��?t SAID CENTERLINE A DISTANCE OF 987,36 FEET TO �'•1 J CIEt ;,$.XILKHEAD LINE; THENCE NORTH 17°12'21" WEST ALONG. SAID BULKHEADAN ; iN�tibl DISTAI1G�i`E 238,86 FEET TO THE POINT AND PLACE OF BEGINNING;' THENCE NO A. „ e12'21" WEST 1C&*JNUING ALONG SAID BULKHEAD. LINE A DISTANCE OF 924,74 FEETMSi 4E SOUTHERLY Oak -OF -WAY LINE OF STATE ROAD A-1-A -- DOUGLAS MACARTH:' tIEWAY; THENCE ALOT'Or;4LD SOUTHERLY RIGHT-OF-WAY LINE THE FOLLOWING CO`-',1•,:ES AND DISTANCES; SOU'Ti $ .°,.10'55" EAST A DISTANCE OF 72,89 FEET; THENCE NORTH 86b s4 ,i'.EAST A DISTANCE OF 67.3.144E ' TO NON - TANGENT CURVE CONCAVE TO THE NORTI-Y ' T WIIOSEF�EApIAL LINE B A.,NORTII 39°29'18" EAST HAVING A RADIUS OF 160,00 FEET A EN`1 , GLB OF 22°09'28;"t�tPHENCE ALONG SAID CURVE AN AR: \\ ENGTH OF 61,80i ` E ' ENCB SOUTH 72°400(t;; AST CONTINUING ALONG SAID So • ; }(}RIGHT -OF -WA fls„u -A DISTANCE OF 276.49 FEEI'; TO A CURVE CONCAVE TO THE S 3 } TAHAVING A RAD. S ;OF 600,00 FEET AND CENTRAL ANGLE OF 46°17'39' ; THENCE AL,OI�C'.ri AIf �;t j 1 YE AN ARC *gyp OF 484,79 FEET TO A POINT OF TANGENCY; THENCE SOUTH 22!36" EAC?NTINUING`AQNG THE SOUTHWESTERLY RIGHT-OF-WAY LINE OF STATE ROAD A-1-A `AE;IA QNCE OF''19 59 FEET; THENCE SOUTH 54'07'39" WEST DEP .RTING SAID RIG13T.01'-WAY t,'IT F.Z.,RISTANd �; j ;I,532.16 FEET; THENCE NORTH 35°54'03i(!ti' BS A•;I,DIS'TANCE"3Es:;132,74 F)♦1 P; NCE Sbi3PEI 54°07'39" WEST A DISTANCE OF,' ;I'4 )'LSI t HE POINT O> .E J' LEGAL DESCR ETYON (SUBItiLERGED PARCE1 COI.YI,xIvI,• 'NCE AT Al, SI T,} .lY1;ATti F•[ ; $Y A 5/8"`•'s 4METER IRON ROD AND CAP STAMPED T{� AS Ft.A' 5f'5 C?,NPliE,, "OPrIQ 1L MAP OF LOCATION AND SURVEY OF A .:.. SE TIQN 7QG ESIGNATL r�St ART Q11 STATE ROAD.. A-1-AIN_DADT COUNTY, _. LORIDA," MEWED BY`Tt.E,STATE ROARIVA �RTMENT OF THE STATE OF FLORIDA, AS RECORDED IN i tiBOOK Sb;4" PAGE 71 O TIE PUBLIC RECORDS OF DADE COUNTY, ?EFLORIDA SAID POIN : $EING T ";n` PINT OF TANGENCY OF THE ORIGINAL CENTER LINE OF E DOUGLAS MAC`' UR CA `SW+Y RUNNING EASTERLY AND SOUTH EASTERLY FROM TTIMESTERLY LIMITS:ti` ,tiEST BRIDV OF WATSON ISLAND AS SHOWN ON SHEET 3 OF THE STA?RI~r4JtOAD DEPARTME 1; ,RIGH'T-OP4AY MAP SECTION N0. (8706.112) 87060-2117, REVISED MARCITi `5;.)959 SAID M0 i NORTHERLY CURVE HAVING A RADIUS OF 1432,69 FEET AND A CENTRAV`GLE OF 62°0040; THENCE SOUTH 59°51'26" WEST DEPARTING RADIALLY FROM SAID CENI'EFT.INE A DIS'1'A)4CE OF 987.36 FEET TO A PROTECTED BULKHEAD LINE; THENCE NORTH 17°12' `1:`.•WEST},.;,0NG SAID BULKHEAD LINE A DISTANCE OF 238.86 FEET TO THE POINT' AND PL OL,�,;z:QF .BEGINNING; THENCE SOUTH 49 32 57 WEST' DEPARTING SAID BULKHEAD LINE A• . ANCE OF 550,92 FEET TO A POINT OF INTERSECTION OF THE TURNING BASIN LIMIT AS EST~'BLISHED BY U.S. ARMY CORPS OF ENGINEERS AND POSITIONED BY COORDINATES NORTH 527,878.62 FEET; EAST 926,135,22 FEET (BASED ON NORTH AMERICAN DATUM 1983-NAD83) WITH THE NORTHERLY LINE OF THE MIAMI MAIN SHIP CHANNEL; THENCE NORTH 31°03'50" WEST ALONG THE LIMITS OF SAID TURNING BASIN A DISTANCE OF 428.44 FEET TO A POINT OF INTERSECTION WITH THE EAST RIGHT-OF-WAY LINE OF THE INTRACOASTAL WATERWAY; TI-IENCE NORTH 03°27'54" WEST ALONG SAID EAST RIGHT-OF- WAY LINE A DISTANCE OF 874,43 FEET TO A POINT OF INTERSECTION WITH THE SOUTHERLY RIGHT-OF-WAY LINE OF SAID DOUGLAS MACARTHUR CAUSEWAY, SAID POINT OF INTERSECTION BEING A POINT ON A CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 1.0,716,59 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 01°15'15" EAST; THENCE RUN EASTERLY FOR 387.46 FEET ALONG THE ARC OF SAID CURVE AND ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE, THROUGH A CENTRAL ANGLE OF 02°04'17" TO A POINT OF TANGENCY; THENCE SOUTH 89'10'55" EAST CONTINUING EASTERLY ALONG THE SAID SOUTHERLY RIGHT- OF-WAY LINE A DISTANCE OF 32.06 FEET MORE OR LESS TO A POINT OF INTERSECTION WITH 452849 Draft Compliance Agreement for Developer Compliance With Partial Modification of Original Restrictions Deed No, 19447-1-1 AN EXISTING BULKHEAD LINE; THENCE SOUTH 17°12'21" EAST ALONG SAID BULKHEAD LINE A DISTANCE OF 924,74 FEET' TO THE FO1NT OF BEGINNING. 452849 Draft Compliance Agreement for Developer Compliance With Partial Modification of Original Restrictions Deed No. 19447-H Exhibit B Legal Descriptions of Staging, Access and Dredgibg Areas LEGAL 0ESOft1PTION FOR TEMPORARY eAsekswT "A" PORTIONS'O WATSON ISLAND, CITY OF'k11AMI,.L.Y?NG WrrHIN SECTION 31. TOWNSHIP' 53 SOUTH, RANGE 42 EAST, MtA l—DA0E COUNTY, FLORIDA, TIEING MORE PARTICULARLY DESCRIGEO'AS FOLLOWS: ' COMMENCE AT POINT OF TANGENCY STATION 25+50 ON THE CENTERLINE • OF GENERAL DOUGLAS Moo ARTHUR 'CAUSEWAY (S.R. A--1—A) STATE PROJECT SECTION NO, (8706-112) 87060-4117 RIGHT OF WAY idAP AS RECORDED IN PLAT 'BOOK' 55 AT PAGE 71 OF THE PUBLIC RECORDS OF UI MI DADE COUNTY. (FLORIDA,. THENCE .589.51'26'W FOR 252.78 ,FEET TO A POINT 'ON' THE , WESTERLY RIGHT OF .WAY UNE OF' GENERAL, DOUGLAS Man ARTHUR • CAUSEWAY, (THE NET FIVE. (5) COURSES TIRE ALDHG• SAID WESTERLY RIGHT OF WAY LINE). THENCE S26'22'30"E FOR 33,52 FEET; THENCE 5175812"E E0R 275.61 FEET; THENCE' SC4'22'47"E FOR' 281.49 FEET Tb THE POINT OF CURVATURE OF A 'CIRCULAR CURVE TO THE LEFT NAVIN() A RADIUS OFF 190.00 FEET AND A.cemikt. ANGLE 'OF 79'15'21 •'; THENCE SOUTHERLY AND EASTERLY ALONG THE ARG OF SAID CURVE AN ARC DISTANCE OF 2662.52 FEET; THENCE R6:5°38'08"E. FOR 41,88 FEET TO THE RolNT OF BEGINNING 0F, TEMPORARY EASEMENT "A", (1HE'NEXT F1VE(5) COURSES ,ARE ,ALONG SAID WESTERLY' RIGHT OF WAY OF GENERAL DOUGIAS Mob ARTHUR CAUSEWAY)" THENCE SB3°38'081 FOR 157.56 FEET TO THE POINT OF CURVATURE, OF A CIRCULAR CURVE TO • THE' RIGHT HAVING A RADIUS OF, 227,5o FEET AND A CENTFA+L ANGLE OF 45°28'55", THENCE EASTERLY AND SOUTHERLY ALONG THE ARC 'OF SAID CURVE AN ARC DISTANCE OF 15Q,59, FEET TO THE POINT OF, REVERSE CURVATURE OF A CIRCULAR CURVE TO ,THE LEFT HAVING A RADIUS OF 2723,0C FEET AND A CENTRAL ANGLE OF 10"53'16", THENCE SOUTHEASTERLY A1.QN1, THE ARC OF SAID CURVE AN ARO DISTANCE OF 517,47 FEET; THENCE N4.754'30"t: FOR 26,98. FEET TO A POINT ON A CURVE THAT L5 CONCAVE TO 114E ,NORTHEAST AND WAVING A RADIUS OF 1075.08 FEET, SAID CURVE SEARS N43'64'31"E. THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL. ANGLE 01' O'43'45",FOR AN An DISTANCE OF 25.14 FEET; THENCE S25°01'.24"W FOR 11E1.2,0 FEE; TIMENDE N84'58' 8"W FOR. 838.45 FEET; ' • THENCE N25'01'24"E FOR 251,11 FEET TO THE POINT OF BEGINNING. . Exhibit B Pagel of Partial 1Vtodifiaatiort of Restrictions Deed Rostriation No. 19447-F Boak23151/Page783 CFN#20050267972 M At)0CS 6'47G1'3 Page 9 of 15 452849 Draft Compliance Agreement for Developer Compliance With Partial Modification of Original Restrictions Deed No. 19447-H >xblbit B Legal Desarlptions ot°Staging, Amon and Dredging Areas LEGAL DEsORIPTION FOR T11(PQRARY E41 tENT '"8" , PORTIONS OF' WATSON ISLAND. CITY OF MIAMI, LYINO WITHIN SECTION .11y TOWNSHIP 53 SOUTH, RANGE 42 EAST, MIAMt—DADS 0011N1Y, FLORIDA, . NEINO' MORE PARTICULARLY DESCRIBED AS FOLLOWS; .COMMENCE AT POINT DP ,'TANGENCY STATION 25+50 QN ?HE C�NT£RI�NE 'OP GENERAL DOUGLAS Mor. ARTHUR CAU,S•EWAY (S.R, A-1-•A) STATE PRCJEGY SECTION' No.8705-172) 87060-2117 RIGHT .OF WAY MAP AS RECORDED IN PLAT 9Q0Ji 58 AT PAGE .71 OF THE POLIO RECORDS OF, MIAMI DADE COUNTY, • FLORIDA: THENCE 559"5,1'26"W 'FOR 252.79 FEET To A 1'66NT ON. THE WESTERLY RIGHT, OF WAY UNE or GENERAL DOUCLAS Ma¢ .ARTHUR CAUSEWAY. (THE NE1(1' FIVE (5) COURSES ARE ALONG SAID WESTERLY RIGHT OF 'WAY LINE).. THENCE .626'22'3.6"E FOR 33,52 FEET; THENCE ' S17'58'22"E FOR 275.61 FEET; THENCE ,$04'22'47"E FOR 261,49 FEET TO THE POINT OF CURVATURE OF' A CIRCULARCURVE ;TO THE LEFT HAVING A RAOIUS OF 190;00 FEET AND A CENTRAL ANGLE OF 79'15'211 THENCE SOUTHERLY AND EASTERLY ALONG •THE ARC OF SAID• CURVE AN ARC DISTANCE OF 282.82 FEET; THENCE 68n'1'3B'O6"E FOR 3!.88 FEET; THENCE • S25"01'24•'W FOR 52.77 ,FEET TO THE POINT OF BEGINNING OF TEMPORARY EASEMENT "9"i THENCE CONTINUE .S255'01124"E FOR 108..34 FEET; .THENCE N84'68'36"W FOR 250,00 FEEET;. THENCE N25.01'24"E FOR 219.10 FEET; ,T1iENGE S54'58'35"E FOR 21.98 FEET 'TO THE POINT OF CURVATURE OF A CIRCULAR CURVE TO 'THE R!OHT HAVING A RADIUS OF 25.00 FEET AND A CENTRAL ANGLE OF'31'08'40, THENCE. SOUTHEASTERLY ALONG THE ARO OF SAID CURVE AN ARC DISTANCEOF 13.69 FEET TO THE POINT OF "REVERSE CURVATURE OP' A CIRCULAR CURVE TO THE LEFT HAYING A RADIUS OR 240.00 FEET AND A CENTRAL ANGLE OF 40'47'50", THENCE SOUTHEASTERLY ALONG THE ARC OF. SAID CURVE AN ARC, DISTANCE OF 208.59 FEEL; THENCE ,SB '38'09'E FOR 15.00 FEET TO 'THE POINT OF BEGINNING. �xlsibit B Pogo 2 of 7 PartialM4%di8oation o£Rastriotions Doc(' Restriction lN'o.19447-V mamas 694767y9 Book23181/Page784 CFN#20050267972 Page 10 of 15 452849 Draft Compliance Agreement for Developer Compliance With Partial Modification of Original Restrictions Deed No. 19447-H Exhibit )3 Legal 1)eaoriptious of Staging, Aoeous and Dredging Axeas LEGAt. DESCRIPTION FOR'EMpORARY EASEMENT ''0 • , PORTIONS OF WATS,ON ISLAND, CITY OF MIAMI., LYING WITHIN SECTION 31, TOWNSHIP 53 SOUTH, RANGE 42.EAST, MWMI-DARE COUNTY, FLORIDA, BEING MORE PARTICULARLY UESCRISD AS FOLLOWS; COMMENCE AT POINT OF TANGENCY STATION 25+•50 ON THE CENTERLIN,, ' OF GENERAL. DOUCLAS Moe ARTHUR• CAUSEWAY. (S,R. A-1-Aj STATE• PROJECT' , ' SECTION No. (8706-112) n7080 .9.1 T7 RIGHT OF WAY MAP AS RECORDED IN PLAT BOOK Se AT PACE 71 OF THE PUSLID RECORDS OF MIAMI DARE COUNTY, FLORIDA; THENCE 558'61'25,"W FOR 252.79 FEET TO A POINT, ON -THE WESTERLY RIGHT OF WAY LINE OF GENERAL OOUOLAS Moo ARTHUR CAUSEWAY; THENCE N26'0'304 ALONG 2AID WESTERLY RIGHT' 0F`'WAY LINE ' FOR 169.21 FEET; THENCE S54'07'39"W FOR' 484.10 FEET TO THE POINT OF BEQINNING OF TEMPORARY. EASEMENT•"0"t THENCE 535'62'21"E FOR 143.31 FEET; THENCE S43'41'14" FOR 185.59 FEET; THENCE 544.28.4" .FOR 154.05 FEET; THENCE S52'14'00"E FOR 8i,03 FELT; THENCE S84'58'36"E FOR 249,86 - FEET To A POINT ON 3HE 'AFORESAID' WESTERLY RICH1' OF.WAY LINE' OF DENERAL DOUGTAS Mao ARTHUR CAUSEWAY, SAID POINT ALSO 0E;N0 ON A • CURVE THAT Is CONCAVE 1'O THE•NORTHEAST HAVING A RADIUS OF 100,00 .FEET, THENCE SOUTHEASTERLY ALONG 'THE ARO OF SAID CURVE TROUGH A CENTRAL. ANGLE OF.79'15'21" FOR•AN MO DISTANCE OF 262,82 FEET: THENCE S83'38'08"E ALONG SAMO WESTERLY RIGHT' OF WAY LINE FOR 31,88 FEET; THENCE 525'01.24'W FOR 5Z.77 FEET: THENCE N63'38'08'4,/ FOR 15.00. FEET TO THE POINT 'OF CURVATURE OF A CIRCULAR CURVE TO THE RIGHT HAVING A ROWS OF 240.00,FEET MO A CENTRAL ANGLE OF 49'47'50", THENCE NORTHWESTERLY ALONG THE ARC OP SAID CURVE AN Mc DISTANCE OF 208.59 FEET TO THE POINT OF REVERSE CURVATURE OF 'A • CIRCULAR• CURVE TO°THE LEFT HAVING A RAbIU,S or.25.0D FELT AND A CENTRAL ANGLE of 31'08'46', THENCE NNORTHWESTERLY ALONG THE ARO OF' SAID CURVE AND ARE, DISTANCE OF .13.59 FEET: THENCE N94'58'36)4 FOR k32.65 FEET; THENCE N52'14'06"W FOR 90.00 FEET: THENCE N44'28'41'W FOR 165,00 FEET; THENCE N42'52'31 "1V, FOR 114.31 FEET; THENCE • 847'07'29"W FOR 11445 FEET; 'THENCE N17.40'58"4 FOR 60,00 FEET; THENCE S7rzo'38"'N FOR 8.51 ,FEETI THENCE 1418'19'53V FOR 01.30 FEET: ,THENCE S70'36'43"W FOR 149.f13 FEET; TH9NCE'F{17'12'2t'W FOR 212.14 FEET; ?HENCE N54'07'39"E FOR 150:14.FEET; THENCE S35'64'03"E FOR 1..4,36 PEET; 'THENCE _N54Q7_'39"E..FOR 4.7,43--FEET-70-THE--FOINi'"0E-BEOINNINO;- Rxhibit F! Sage 3 of 7 Partial 14Sadifaatlort of RestTi otions Deed TReslriation No. 194 47•F MJADQC8 690674 Pook231811Pege785 CFN#20050267972 Page 11 of 15 452849 Draft Cornpliatice Agreement for Developer Compliance With Partial Modification of Original Restrictions Deed No. 1944741 Exhibit Legal Deaarlkl1oass ofStaging, AMooss and Dredging Areas LEGAL. DESCRIPTION rot poomtor E $a1ENT, cr PORTIONS OF WATSON ISLAND, CITY OF' MIAMI, LYING WR'HIN SECTION 31, •TOWNSHIP 63 SOUTH RANGE 42 EAST, MIAMI-DADE COUNTY, FLORIDA, ' Elmo MORE PARTICULARLY DESCRIBED AS' FOLLOWSt COMMENCE AT POINT OF TANGENCY STATION 23+50'ON THE CENTERLJNE OF, GENERAL DOUGLAS Mao ARTHUR CAUSEWAY ($.R. A-1-•A) STATE PROJECT SECTION Nu. (8703-112) 87060.2117 RI01iT OF WAY MAP AS RECORDED IN PLAT SOOK 56 AT PAGE 71.OP.THE PUBLIC. RECORDS OF MIAMI DADE OOUNTY, •. FLORIDA: THENCE '559'51'2B"W FOR 252.79 FEET TO. A POINT ON THE WESTERLY fjIGHT OF WAY LINE OF, GENERAL OOU01,A"a Maa ARTHUR CAUSEWAYI THENCE N26'22°36"W ALONO'SAID WESTERLY RIGHT OF WAY UNE FOR 169.21 FEET; THENCE S5M1'07'39"W FOR 531.61 FEET TO THE POINT OF BEGINNING OP PERMANENT EASEMENT ,,"C1"a THENCE N48'29'111'1 FOR 137.66 FEET; THENCE N5'4.07'39"E FOR 30,00 PEET; THENCE N36'84'03"E FOR 134.3S FEET TO THE POINT OF' SEgINNIN0, Bxhibit B Paso 4 of 7 Partial Modification of Restriotlons Deed Restriction ATo.19447-P Book23181/Page780 CFN#20050267972 MIADUCS ¢947674 Page 12 of 15 452849 Draft Compliance Agreement for Developer Compliance With Partial Modification of Original Restrictions Deed No, 19447-H Exhibit B Legal Daesaripttona of Singing, &mass and Dredging Arcas LEOAL IlliptirTION FOR PANT SIT "b' PORTIONS OF WATSON ISIAND, CITY OF MIAMI,' LYING WITHIN SECTION 31, 'TOWNSHIP 5$ SOUTH, RANGE'42 EAST, MIAMI-DADE COUNTY, Ft.ORIDA. BEINO MORE PARTICULN1LY 'DESCRIBED AS FOLLOWS: COMMENCE AT POINT OF TANGENCY.' STATION 25+50 ON THE GENTERUNE OF GENERAL DOUGLAS Mao ARTHUR CAUSEWAY {S?,R, A -)-A) STATE PROJECT SECTION Na, (8708•-112) 87060-2117 RIGHT 0I' WAY MAP AS RECORDED 114 PLAT ROOK 58 AT PAOE 71 .Or THE PUBLIC RECORDS OF MIAMI DADE COUNTY, FLORIDA1 THENCE S50'51'26"W, FOR 252.70 FEET TO A POINT ON THE WESTERLY RIGHT OF WAY LINE OF GENERAL OOUOLAS Moo ARTHUR CAUSEWAY; THENCE N26'22'38'1Y ALONG SAID WESTERLY RIGHT OF WAY UNE FOR 114.48 FEET 70 THE POINT OF BEGINNING OF PERMANENT EASEMENT 'D"i THENCE,S54'07'39'W FOR 475.15.PttET; THENCE •N35'52'21"W FOR 84,00 FEETS THENCE N54'07'39"E FOR 484.19 FEET TO A POINT ON THE AFORESAID WESTERLY RIGHT OF WAY LINE bF 0ENERAL 00U0LA,5 Moo ARTHUR CAUSEWAY THENCE S28'22'70"E ALONG SAID WESTERLY RIGHT OF WAY' LINE FOR 54.75 ' FEU 'TO THE POINT OF BEGINNING; ExWbit B Pogo $ 0f 7 Partial Modi.Ooatton ok'xtcotriotians Deed Res rtetionNa, 19447-F MIAD005 6947614 Book2318.1/Page787 CFN#20050267972 Page 13 of 15 452849 Draft Compliance Agreement for Developer Compliance With Partial Modification of Original Restrictions Deed No. 19447-H Exhibit C Escrow Agreement 452849 Draft Compliance Agreement for Developer Compliance With Partial Modification of Original Restrictions Deed No. 19447-H 06/15/2012 17:22 306531370 FLAGSTONE GROUP ESCROW AGREEMENT THIS'ESCROW AGREEMENT ("Agreeinc,nt") Is made as of the day of May, 2012, by and among THE CITY OF IN41AMI, FLORIDA, a municipal .00rporation o tiw Statt) of Florida ("City"): FLAGSTONE ISLAND GARDENS, LLC, a Delaware lted liability coinpany ("Flagstone") (City and Flagstone aro sometimes collectively referred to heroin as "PrincipalsSHtJTTS & 130WEN LLP ("Escrow Agent"), IZECITALS: A, City and .Flagstone have entered into that certain Agreement to Enter Into Oround Lease having an effootive date of January 1, 2003 (tho."Agreeniont t9 Enter Into Ground Lease) a4,17)Anded and restated by that vermin Amended and Restated Agreement to Enter Into Ground Lease having nn effective date of February 1, 2010 (collectively, .1bc ".Agreernent to Enter Into Ground Lease"). Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given to them in the Agreement to Ewa Imo °mad Lease. 13, Pursuant to Seetion S,1 of to Agreement to Enter Into Ground Lase and Section X of Composite Attachment 3 to the Agreement to Enter illto Ground Lease, Flagstone has dogvaral to Escrow Agent (subject to clearan.00 of funds) the Easement Deposit OD the 'amount of Thirty -rive Thousand ;Dollars Old No/100 ($35,000,00)) or Buell portion thereof which, in combination witty the amount of any Easement ,Socurity Letter of Credit ("LOC") delivered to City pursuant to .8cctien 5.3 of the Agreement to Enter to Ground Lease, 18 equal to Thirty -rive Thousand :Dollars and No/100 ($35,000.00), 0, Pursuant to Section 5,2 of the Agreement to Enter bto Ground Leaso and Section X of Co pot Attachment 3 to t119 Agr661Dellt tO r,Dter into Ground Lease, Flagstone has delivered to Escrow Agent (subject to clearance of funds) the Seourity Depoiit foiribe Consnotion-Ront/Base-Root (in the- amount-ef-Pivo-Hundred.Thous.and :Dollars and No/100 ($500,000,00)) or suoh portion thereof which, in combination with the amount of any Security Deposit for the Construction Rent/Base Rent Lotter of Credit ("LOC'") delivered to City pursuant to Section 5,2 of the Ageoment to Enter into Ground Lease, is equal to Five Hundred 'Thousand Dollars and No/100 ($500,000,00), 1), Pursuant to Sections 5.4 and 9.3 of the Agreement to Entor Into Ground Lease and Section IX of Composite Attachment 3 to the Agreement to Enter into Ground Lease, Flagstone has delivered to Escrow Agent (subject to clearance of funds) the Hold Harmless, Indemnification and Sodality Daposit (hi the amount of Two Hundred Thousand Dollars, and No/100 ($200,000,00)) or $1,191) portion thereof which, in combination with OW 81T101111t of any Hold Harmless, Indemnification and Security Deposit Lettor of Credit ("LOCt) dolivorod to City prsuant to Seaton 5.4 of the Agreement to Enter into Ground Lease, is equal to Two Hurradreci Thousand Dollars and No/100 ($200,000.00), PAGE 2111 RCVD AT 5115012 3:9:42 PM [Eastern Daylight MeiSVR:SPIAP.PAXI5 DNIS:771P CSID:3055113748 DURATION (no.ss1:011.43 PAGE 02/11 05/16/2012 17:22 3056313740 FLAGSTONE GROUP PAGE 03/11 E. Pursuant to Section 9,2 of the A -regiment to Enter Tiito .hound ,lease and Section DC of Composite Attachment 3 thereto, Flagstone has delivered to the Escrow Agent (subject to the clearance of fiends) the "Outstanding Liens, Garnishments axed/or Judgi:nents Deposit" required as of the elate of this Agreement, •t urrently in the an Qimt of Orie Million Seven 'Hundred Seventy.Fivo Thousand and n,o/l00 Dollars ($1,775,000,00). This particular deposit is in conitoctivtt with the lawsuit styled, "Tile Sieger Suarez Architectural Partnership, Inc, v. Flagstone island Gardens, LLC, and City of Miami, pending l.ra the Circuit Court of the Eleventh Judicial Circuit in and for Miami -Dade County, Florida, Case No,: 10-17457 CA 08 (the "Sieger Lawsuit"), In aacxorclataae with Sections 5,3, 8.2, 8,3, and 9,2 of the Agreement to Enter Into Ground Lease and Sections 5,4 and 14,18 of the form of Amended and Restated Ground X,.ease(s), the parties have selected the option for, the Escrow Agent to hold under this Agreement the amount of the Outstanding Lions, Garnishments, and/or ,Tuclgrtierttq Deposit(s) related to the Sieger Lawsuit, F, 'The 'Easement Deposit, Security Deposit for the Cotastyuctiori Rent/:Rasa Rant, the Hold Harmless, Indemnifi0atibn and Security Deposit, and ,the Outstanding Lions, Garnishments, and/or Judgments Deposit, to the extent heroaftar so delivered by Flagstone to Escrow Agent, are heroine:titer referred to collectively as the ''`Esarowe 1 Funds," 0, The Easement Deposit, Security Deposit for the Construction. ltont/Baso Rertt, the Hold Htuxrtless, Indemnification and Security. Deposit, and the Outstanding Liens, Garnishments, and /or Judgments Deposit shall increase or deortiase from time to time as provided in the Easements, the Agreement to Eater Into Ground Lease, and/or the Amended atad Restated Ground Lease attached thereto, as well as subsequent Amended and Restated Ground L.osse(s). 1:~1. This .Ag'taament is intended to be the continuing Escrow Agreement x'cibrenced in Sections 5.3, 5,4 and 9.2 of the Ag1;ot ni nt to Tinter Into Ground Lease, Sections 5,4 and.- 1-41.8... nf°-the _Afneotl l and —Restated Ground- ,t oaac(s)-(tas -arid. whon.. executed), and under the terms of various casement *reorients (collectively, the "Easement Agr°eeinailts")., NOW, THEREFORE, in consideration of the amount of To arid No/100 Dollars ($10,00) aid other good and valuable consideration, the receipt and sufficiency of which are hereby aoltnowledgod, the partlos agree as follows: 1. A0.001o. The foregoing recitals are trt.ra and aro hereby affirmed, agreed to and made a part of this Agreement, 7., Asgrow, ,-Punds., Escrow Agent shall cause the Escrowed Funds to be placed' in a money market aocttutit, savings account or other similar intorost bearing account in a banking iir.ititution duly licensed under the federal or state banking laws and iooatod in Miarni,Dade County, Florida, As used herein, the term "Escrowed Farads" shall include ony interest carted thereon, > aorow Agont shall hold and disburse the lwsorowed Funds only in accordance with the provisions of this Agreement, dj;31462$ PAGB 3111 RCVD AT 511512012156:42 PM [Eastern Daylight Timej k $VR,$B NAP FAX15 DNI8:7710 CCID:34.55313744 DURATION (mess),0443 2 05/15/2012 17:22 3055313740 FLAGSTONE GROUP PAGE 04/11 3, AppilaattazoitgjaqofA+?reerxncxtttgpntaiJiatoGround,l~,em, Oorn1:17gjit4 Attachment 3 tl + , Easement Al1Fi'1eLjne,ts, it11d AstnailCted and to a>le;d Ground Leese(s) and .Docriptio, s of.I~~acrowectrundq, (a) Base egt Deposit(s)b Pursuant to Section 5,1 of the Agreement to Enter Into Ground I.A848, Sootio0 X of Composite Exhibit 3 thereto, Section 5,4(b) and (d) of the Amended and Restated Ground L asc(s), and the terms of each of the particular Eaaenniont A.grq®r t cite, tlya 1309e111et2t Deposit applies to try and all amounts that ;Flagstone was obligated to pay, but did not pay, atld to any Costs, expenses, losses, erne/or damages to the City suffered or incurred on account .of at default by 1{lagstone under array BASomont Agreement, In, the event a. claim is to be made Air all or t y.pox Lion of such Annds.purittttint to the applicable provisions of the Agreement to Enter Into Ground Lease, Composite Exhibit 3, the Amended and Ttastated Ground Idease(s), and/or the particular Easement Agreement, the patties shall follow the those applicable provisions of the foregoing agreements/leases and the prooeduros sot forth in Sections 4 and 5 of this Escrow Agreetai•ent. Once all Easement Agreements have been terminated or expired without default by Flagstone (whiollever occurs latm), then the Escrow Agent shall notify the City in writing of sub. tonaltination or expiration of the applicable Armament • Agrt;enient and the apAicablo amount of the ?Easement Deposit shall be rottu ned by the .Escrow Agent to ,Flagstone, (b) D.,o ritruotig i .ent/Erse Rot 0ecu0ty osi { Jursua{nt to Section 5,2 of the Agreement to Enter Into Ground Lease, Section X of Composite Exhibit 3 thereto, mid Section 5.4(a) and `d) of each ot'the Amended and. Restated Ground Lease(s) (as and when executed), the Corlstructipn Rcnt/13ase Rent Security Deposit applies with reference to any and all costs, expenses, Losses, and/or damages to the City suffered or incurred on account of an Event o;fDefault by Flagstone under the vplioable prevision(s) of the Agreement to Filter Into Ground Leaeo, Composite Attachment 3 thereto, acid/or the Amended and Restated ground Leatia(B), hi the event a claim, is to be erode for all or any portion of such funds pursuant to the applicable provisions of the Agreement to Enter zt�tn�i 1a r� L"citixposite Exhibit 5, and/or the .A.1noiid6d and Restated G'rou11d Lease(s), tho parties shall follow thostr applicabre pt`ovisitlt:ts-ofth feregoing_._--..._...._.-_._.. agreements/leases and the procedures set fbrtb its woctioras 4 and 5 of this Escrow A•gi•eentnent, Once the Agreement to Enter Into Ground Lease and the Amended and Restated Ground Lease® all have terminated or expired (whichever occurs later) without default by Flagstone, thane Clio Mcraw Agent shall notify the City in writing ofsuott termination or expiration of all of the Agreement to Etter Into Ground Lease and the Amended and Restated Ground Lease(a), and the Construction l .ent/Base Rent Security Deposit shall be returned to Flagstone, (e) F oldjtasixnloss,, Indemnity andj5eourity , eposltfsj,,I'ursriaaat to Sections 6,4 and 9,3 of the Agreement ent to Enter Into Ground Lease, Suction tX and X of Composites Attachment 3 thereto, Sections 5,4(o) and (d) and 14,18 of each of the Amended and Restated Grout c1 Learie:(s), and the terrrns any applicable Easement Agreement, the Hold Harmless, indemnity, and Siraurlty Deposit applies to any and all lawsuits pending against the City relating to any tien(s) on the subject Property and any and all oasts, expenses, losses, or damages suffered or incurred by the City on account of any indem nity/l,old harmless obligation(s) of Flagstone under the above referenced y1014696 3 PAGE 4111' RCVD AT 511512012 3:56:42 PM [Eastern Daylight TIme) SVR,SS.NAP.PAX15 DNIS:7710" CSID,305531374V DURATION (mm.ss),0443 015/15/2012 17:22 3055313748 FLAGSTONE GROUP Sections, In the event a claim is to be mode for all or any portion(s) of such funds pursuant to the applicable provisions of the Agreement to Enter Into Ground Lease, Composite Exhibit 3, the Amended and Restated Ground Leaso(s), and/or the particular Easement Agrooiixeitt, the patties shall follow the those applicable provisions of the foregoing a,greorents/1ea,ses and the procedures set ;forth in Sections 4 and 5 delis Escrow Agreement, Crioe all ,Easement Agreements, the Agreement to Enter Into Ground Lease, and all Amended and Restated Ground Leases hoe been terminated or expired without default by Flagstone (whichever occurs later), their, the Escrow Agent shall rot* • the City in writing of such termination or expiration of the applicable Easement Agreement and the Held kla'rt'nlasa, Indemnity, and Security 'Deposit shall be returned by the Tsorow Agent to Flagstone, (d) Outstandii,n Liens, Garnish', aish', tits t d c r Judgl a t„ eou'ity l cltosil(sl, Pursuant to Sections 5,3 and 9,2 of' the Agreement to Enter Into Ground Lease, Section 1X and X of Composite Attachment 3 thereto, Sections 5,4(d) ad 14,1E of the.iirended and Restatod Ground I,ease(s), and tics partiotll ar provisions of eat of th© Easement Agreements, the Outstanding Lieixs, Garnishments, acid/or Judgments Security Deposit applies with reference to all lions at any th'ne filed against the Property and any and all costs, expenses, losses, or damages suffered. or incurred by the City on account of any obligation of Flagstone under, the above referenced Sections, In the event tt elaina is to bo made for all or any portion(s) of such fu icls pursuant to the applicable provisions of the Agreement to Enter ter Into (hound Doses, Composite' 'Exhibit 3, the Amended and Restated Ground Loase(s), atxdfor the particular Tavrnent Agreement, the parties shrill follow the those applicable pt:ovisiosiq of th,e foregoing agreements/leases and the v.,R,..m.in 1 $i ri T awnutt a : SWiontit1iaxox t1 C it, andt(1,) asserting U n st' a'iitie Property !; 1 City (b) any p y are cleaned of record anti dismissed with prejudice, then I:130 8801MW Agent shall notify the City it writing of such recording clearing the record and dismissal with prejudice and the One Million Seven attacked aiil1 Seventy Five T110Ust ind Dollars and No Cents (S1,775,000,O0) (plus interest thereon) portion of the Outstanding Wiens, t arnishments a—ndior ,iurigtrieivts .5eourity-} e csit i'ala teel-try-ehe.., li er...Lt�}K.suz, s , ;11 b ;acy i1-ke, t ,y t rrNma+ ur w:K••:vr! � rfC�'an: • r.s+'»tcenAa .q. Kl£ . .__._. Esarow Agent to F.lagstoixo itigard ig €u-1y S, :t�:tre, i'nattot's, if any, which require any gtandih"g"" i if, (- ruts lii'nents vxui/or judgments Security ,Dopcisit(s) to be provided to the Bsot'ow Agent, oiloo all matters related to arty particular lawsuit related to the Property aro cleared of record and dismissed with, irr:,judioa, than the 'gsaraw Agent shall notify the City in writing of such recording cleating the record and dismissal with prejudice and the applicable porriou, of the Outstanding Liens, Garnishments and/or judgments Security 'Deposit related aue11 ixxratter shall be returned by the ;Escrow Agent to Flagstone, PAGE 05/11. (c) Liquidatsd Darnage,s�, Pursuant to Section 11,2 of the Agreement to Enter Into Ground Loae, the Easement Depaait(a), the Construction/Base Rent Security Depoait(s), and the Hold 14..rtrnn.less, Indemnity and Security Deposit(s) are all payable to the City as liquidated damages in the oasis of an Event of Dntault by Flagstone raspier and the termination by the City of the Agreement to Enter Into Oron id Lease, In the event a claim is to be made for all or any portion of such funds, the parties shall i"oliow the applicable provisions of the Agreement to Eittor Into (3round Lao and theprooedurea set forth in Sections 4 and 5 of this Escrow Agreotneat, i113 14196 PAGE 5111' RCVD AT 511512012 3:56:42 PM [Eastern Daylight Time) SVR,8S.NAP.FAXI5"DNIS;7710"CSID:3055313148 P DURATION (mm•ss);04,43 4 06/16/2012 17:22 3066313749 FLAGSTONE GROUP (f) get eral,Except as to the itteehanisms for distributions of Escrowed Plaids as set for herein, nothing in this Agreement: is intended to modify Any of the provisions, options oft ,e parties, rights or remedies of the panties under to applicable provisions of the Agreement to Enter Into abound Lease, Composite Attaobraent 3 thereto, the Easement Ag-rcoimettts, tho Amended acid Restated Orouud Lease(s) and/or any other existing agreement or obligations of the parties, 4, i)i.sbursorne its. (a) ;n Cass o ., ,D: tte, If a party is entitled to receive the applicable Escrowed Funds pursuant to the applicable provisions of the; Agreement to Enter into t3round Lease, Composite Attttclame t 3 thereto, the Easement Agreements, .and/or the Amended and Restated Ground Loesc(s), snob party shall give written notice (tie "Disbursement Request Notice") to Escrow Agent and the other party thereof. Such Disbursement Request Notice shall state with specificity the nature of compliance or GtotiaoottOittt®a, an applicable, giving rise to such patty's right to so receive the applicable Escrowed. Funds, Unless tbo nan,t;eqttesting party provides to the Eeorow Agent and the requesting party a written disl'aursemoot dispute notice disputing the :requesting patty's right to receive the Escrowed Funds (the "Disbursement Dispute Notice"), within. thirty (3d) days alter the requesting party gives such Disbursement Request Notice, than Escrow Agent shall distribute the applicable Escrowed Sounds pur°5ttatlt to the Disbursettient Request Notice. (b) )n pp asin ute+, If eitixer party gives a Disbursement Dispute Notice to tlxo •otbor party and the Escrow Agent within such. thirty (30) day period, there Shall be doomed to be a dispute ooneerning the Escrowed Funda, Such dispute shall be handled lit the manner provided by Section 5 below. (o) (), gittal Disb ven.)alit. Upon final disbursement of ail remaining Bserowed p'w da itt a000rdaitoe with the last to remain in effect of all of the Aineix 1 4 and )t{:odta,ted%1.re niettt .to ._Ettteri.._ ;omposite- Aits,csluxtetat-....3..._tlxercto,._the. Easement t Agreements, and the Amended and Restated Oroaand Lease(s), this Agreement and Escrow Agent's duties hereunder shall be deemed terminated, 5, Disputes, If in Escrow Agent's sole opinion, any dispute arises among any Of the parties to this Agreenetat aetd/or any third parties (whether concerning amounts held in escrow pursuant to the Agreement to Enter into Qreund Lease, Composite Attachment 3 thereto, the Basement Agreements, the Amended and Restated Graund Lesse(s), this Agroet:taent, Escrow Agent's duties hereunder, the disposition of the items bold it escrow, or any other matters pertaining to the escrow or Escrowed Punds), or if ,Escrow Agent shall be uncertain as to its duties or rights 11n4ler this Agreement or shall receive conflicting instructions, claims, or demands from any parties to this Agreement and/or any third patties with reaped; to the Escrowed. Funds, of if Escrow Agent is joined as a party to any lawsuit by virtue of the fact It is holding the Escrowed Funds, any LOC, payment and/or performance bond, or any other items related to this Agreement, then; PAGE 6111 RCVD AT 511512012 3:56:42 PM (Eastern Daylight Tlmcj t SVR:SPIAP.FAX15 DNIS:7710 CSID:3055313748 re DURATION (mm•ss):04,43 PAGE 06/11 05/16/2012 17:22 305E313740 FLAGSTONE GROUP (a) Escrow Agent, upon giving written nOtioo to all other parties to this Agreement, play (but shall not by obligated to) retrain :from performing any Rutter ditties under this Agreement, hold the Eterowaid Funds in escrow, and/or oontinue to hold any ether items being held in escrow by Escrow Agent, until such time as such dispute, uncertainty, or lawsuit(s) shale have been resolved to Escrow Alllent's satisfaction, or by a final order or judgment of a court of competent jurisdiction; acid/or (b) Escrow .Agent may interplead the Escrowed Funds by filing an Intel -pleader action in the Circuit Court in atld far M.tari.Dade County, Florida, (to the jurisdiction of whiioli all parties do hereby consent) and depositing the Escrowed Funds into the registry of the court, whereupon Escrow Agent; shall be relieved and released from any further liability as Escrow Agent binder this Agreement. The duties o'fEscrow Agreiht are purely ministerial ,in nature and shall be expressly limited to the safekeeping of the Escrowed Funds, and for the disposition of sane in accordance with this Agreeirichht, Each of the patties to this Agreement shall and do jointly and severally indemnify Escrow Agent and hold Escrow Agana harmless from and against atiy and all elating, liabilities, damages, costs, penalties, losses, actions, suits, or proceedings at law or in equity, or any other expeinses, fees, or charges of any character or nature, wr/liiolh norow Agent tnay incur or with. witioh Bseraw Agent inaay ba threatened directly •or indirectly arising from or irk any way coimgotod with 011,8 Agreement or which pray vault from Escrow Agent's ibllowitig of instn ctions from, the parties, whether or not litigation is instituted, unless caused by the gross negligence or Will 11 misconduct of Escrow Agent, Escrow Agent shall not be liable, with respect to its role as Escrow Agent, (i) to any of the parties for any act or omission to a.ot except for Escrow Agent's own gross negligence or willful misconduct, (1i) for any legal effect, insuffioianoy, or undesirability of any instrument deposited with ar delivarod by Escrow Agent or exchanged by the parties under..this_Agraette nt,-(i;ii)_,f_or..any_ loos or Mpaillnotlt of fluids that have been deposited in escrow while those funds are in the course of cal tioiti, or Whilir. t7it79o^i'uixds arc otr. deposit in a financial institution, if such loss or impairment results *Perm the failure, insolvency, or,suspetiaion of a financial institution, (v) far the expiration of any time Limit or other consequence of delay, sinless a properly executed written instruction, aocapte:d by Bscrow Agent, lhas instructed Escrow Agent to comply with ouch tii°ne lhnit, (vi) for the default, error, action., or omission of any party to this Agreement other than Esterow Agent, or (vie) for Escrow Agent's compliance with any legal process, subpoena, writs, orders, judgments, and decrees of any court, whether issued with or without jurisdiction.., and whether or not subsequently vacated, modified, Bet aid or reversed, 'Escrow Agent may consult with counsel of its own Ghoioa, and at its own expenso, Esorow Agent may (i) ant in reliance upon any writing or liagtniment or, signature which it, its good faith, believes to be bona tide and genuine, (ii) asauino the validity and accuracy of any statement contained in soot to writing or instruirtent, and (iii) assume, unless it has aottial knowledge to the contr i y, that any person purporting to give any writing, notice, advice, or iitstruoticiis in coihneatien with the provisions of this dJ;S tl69a PAGE 7i11' MD AT 5115120121:56:42 PM (Eastern Daylight Time]' SVRSS.NAP.PAXIS k DNIS;7710' CSID;3055313748"DURATION (mm•ss),04443 PAGE 07/11 05/15/2012 17:22 3066313748 FLAGSTONE GROUP Agreement has beam duty authorized to do so, Escrow Agent shall not bo liable in stay manlier for the sufficiency or correctness as to forma, manner, and exaoution, or validity, of any instrument deposited in escrow, or as to the identity, authority, or tigbt of any iaextxatn executing saute. Escrow Agent's duties under this Agreement shall be limited solely to those provided in this Agreement, Ea.uli party to this Agreement acknowledges and agrees that nothing in thia Agreement shall prohibit Eeorow Agent from serving in a shelter capacity on behalf of others. The parties hereby acknowledge fund agree that (i) Flagstone is a client of Escrow Agent, and has ate vtx going attomey/o1ietit relationships with Escrow Agent, aid (il) Escrow Agent's performance of its duties under this Agreement may require Escrow Agent to take actions or positions which might otherwise be in co tflict with its role and duties in connection with Bu.oh ongoing a.ttortney/olieint relationship, Accordingly, except or acts of gross negligence or willful inisoonduct by 13serow Agent, and except for matters involving the sacra y/client privilege between Escrow Agent and Flagstone, the parties hereby voluntarily and knowingly, 'frilly, finally, completely and irrevocably (x) waive any sttoli actual, apparent or alleged conflict between Escrow Agent's duties 11111.109. this Agreement and any other duties which Escrow Agent may have to Flagstone, .and (y) remise, release, discharge and forever free Escrow Agent and each of its partners, employees and agents, of and *Om any and all liability, claims, debts, obligations, demands, judgments, actions, onuses of action, suits, suers of mottoy, aaUOVint8, covenants, agreements, promises, daina,go:i, liabilities and charges of every kind acid flati.ia, at law or in equity, and whether in tort, contract, or otherwise, that the parties now or .in the fame have, may have or may claim to have against 1✓scrow Agent or any of its partners, employees or agents based aiti, aaigitag out of, in connection with, or its any way pertaining to, any such actual, apparent or alleged conflict, unless the same is Pawed by tine gross negligence or willful inii60o1iciu4t of Escrow Agmt, and agree that Iserow Agent may continue to act as attorney for flagstone throughout the transactions contemplated hereby, errginaki; ri-and/ i Expiratioi1 ;- s-Agreement._.. This Agreement shall remain in offoot unless and until it is canceled in any of the following mariners: (a) Upon written notice given by till parties of cancellation 'of designation of Escrow Agent to act and serve in said aapaoity, in which event caaicel,l.ation shall take effect no earliar than twenty (20) days after notice to Est ivw Agent of such cancellation; or (b)'lascrow Agent may resign es escrow agent at any tire() upon giving notice to parties of its desire to so resign; provided, however, that resignation of tscrow Agent shall take affect no earlier tan torn (10) days after the giving of notice of resignation; or (c) Upon compliance with all escrc7w provisions as set forth in this Agreement, the Agreement to Enter into ciround 1-,ease, Composite A'ttaclninont 3 thereto, the Amended and Restated Ground Lease(,$), and the Easement Agreements, di a4696 PAGE 8111' MD AT 511512012 3:50;42 PM (Eastern Daylight Timer 8VR;SB.NAP,FAX15 %DNIS;7710"CSID;3055313748' DORATICN (m 1 ss);0443 7 PAGE 06/11 05/16/2012 17:22 3055313740 FLAGSTONE GROUP In the, event the parties fail to agree to a 81.1000.9Nor dscrvw agent withinthe period described hereltiahnve, Escrow Agent shall have the Tight to deposit the Escrowed Funds into the registry of an appropriate court and request judicial d.etetinLiiatioxi of the rights between the parties, by ititorpleadet or other appropriate aetian, sod the parties hereby, jointly and severally, indemnify, defend and hold Escrow Agent harmless flore and against any damages or losses its cot i}eoldorr therewith inoltitciing, but not limited to, reasonable attorneys' and paralegals' fats aid court costs at all trial and appellate levels, except :For autfs of gross negligence or willful misconduct of Escrow Agent. Upon termination. of tlav duties of Escrow Agent in either manner scat forth it subparagraphs t5(a)(i) ar d.(a)(il), ,Baorow Apra shalt deliver the Escrowed Funds to the newly appointed eserow agent designated by the parties, attd Ilaerow Agcairt shall not btt erwise Nava the right to witltlacld the Deposit from said newly appointed escrow agent. 'escrow Agent shall not be bound by any modification, cancellation or resoiasioia of this Agreement unless in writing and signed by all the parties and, Escrow Agent. In no wont shall any modification of this Esorow Agreement, which shall affect tho rights or duties of Esotow Agent, be 'binding on Escrow Agent unless it shall have given its prior written consent, 8. N,ceicie$, Any and all notices to City and Flagstone required or permitted to be served pursuant to the terms of this Agreement shad be given iS? t1a4 iriarm r roquireci by the .Agreement to Enter into Cfrouml Leaao, the applicable Amended and Restated cJround Leaso(s), and applicable Easement Agreements; provided, however, that notices to Escrow Agent shall be sent to the following address: Shuts & Bowen:LIP 2,01 South Biscayne Blvd. 1500 Miarni, Center Miami, Florida 33131, Attn: Kevin D. Cowan, reel, and Alexander I. Taehroos, Esq, 9, gAgiee ,Qi ,Law. aaul Vezi . Tl;ais greeme>t7.t lie -govern by --and--- con, trtiied in accordance with the laws of the State of Florida, without application of conflict of law pi;itaceiples, iiz the event any aotion., writ, or proceedingis instituted as a remit of any matter or fling affecting this Agreement, the parties hereby designate Miami -Dade County, Florida, a3 Cho proper, juriadlotiori and the venue iia which seine is to be instituted, 10, dint Assignment. This Agreement shall be binding upon the parties and their respective successors and permitted assigns, Neither City nor Flagstone may assign this Agreement except to tho same party an the Agreernaont to Enter into Ground Lease may be assigned in accordance with its terms. 11, Waiver ModWoatior, The waiver of any terms, provision or condition of this Agreement shall be effeotive only if in writing and signed by all the parties to this Agreement, and then only in the specific instance and for the partiaular,purpose for which it was given No failure to exercise and no delay in exercising any right or power utadar 0,3 a A(iytt g PAGE 9111 RCVD AT 511512012 3:56:42 PM [Eastern Daylight Timer 8VR:SB.NAP•FAX15 k DNIS:7710 CSID:3056313748"DURATION (mm.ss):04,43 PAGE 09/11 05/15/2012 17:22 3056313748 .kvl. n n ThholUdp,stljtry e i I Clerk FLAGSTONE GROUP this Agreement shall operate as a. waiver thereof, No modification, amendment, cancellation, or reacissioru *hereof shall be valid and binding, unless it is in writing and signed by all parties to this Agreement, 12, tea'arts, This Agreement may be executed in any number o'f oaunter,parts° Each vet) counterpart shall by deemed to be an original Instrument, but al web, e,ountexparts together shall constitute but one Agreement, This Agreement may be excouted via .facsimile transmission, and facsimile oottriterparts shall We the ewe force and effect us original signatures. 13, Enforcement Costs, 1f any civil action, arbitration or older legal proceeding is brought for the erJ.foreement of tbia Agreesnet?t, or because of an alleged dispute, broach, default or misrepresentation in connection with any provision of, this Agreement, the suoopasfei ov prevailing party or pities shall be entitled to recover reasonablo attorneys' fees, court costs, and all exponsas (iraoitrding, without l.itrritatioti, all such fees, costa, attd mpeirses iitaident to arbitration, appellate, bankruptcy and post., judgment proceedings), incurred bi that civil action, arbitration or legal proceeding, in addition to any otl}or relief to whioh siroi1 party or parties maybe entitled. Attorneys' fees shall include, without limitation, paralegal fees, i,nvostigative fees, administrative cants, and all outer wlaaxges billed by the attorney to the prevailing party. , IN WITNESS WIiEnor`, the parties have caused tills Agreement to be executed as of the elate ,first above written, Attest: AFrRQV ,WAs TO SUBAINCEI R1 Qlftla 1t'11 1 INTS' Calvin E+ ilit Riuk 1V,Xunagozroerit Director PPROVEI? AS TO POW AND COR'1tECTNRS; Julia WOt469ci City Attorney (. THE CITY OF MXA rv,,1 , n municipal ryJ corporation -yor*poy�.,a�Ftiik n of the State of Florida, Johnny Martinez, ;P.l . City Mur go PAGE 10I11 r RCVD AT 511512012 3:56:42 PM !Eastern Daylight Timej SVR:SE.NAP.FAX15 k D11IS:7710"C8ID;3055313748" DURATION (ass):0443 9 PAGE 10/11 05/16/2012 17:22 305531374E FLAGSTONE GROUP PAGE 11/11 irLAGSTO7'it X$LAND GAM:WM LLC, a Delnivvaro limited liability caxxxp iuy F`lC,A.C$TONE tmvuOPM 3 N'T CORPOIl TWr4, a Delaware corporatitii, its Managing Partner By N o:1Vxa 'ritte: Pres pats: sirurr Title: DtIte: r,IJr3)A69 PAGE 11111 * RCVD AT 511512012 3:56:41 PM [Eastern Daylight Timer SVR:3B'NAP,fAX15 * DNIS:7710' 3D:305531314$ DURATION (mm.ss):C443 10 Attachments 1, 2, 3, and 4 to come upon document execution Attachment 1: Partial Modification of Restrictions an the terms set forth in the Partial Modification of Original Restrictions Deed No. 19447=H, effective as of , 2014, by and between the Board of Trustees and the City Attachment 2: City Commission Resolution No. R-14- , adopted , 2014 Attachment 3: Flagstone's Corporate Authorization, dated , 20__, Attachment 4: City Comrnission Resolution R-10-0402 A theretoo 1a�r• akl� ;eptember 23, 2010 and Exhibit 452849 Draft Compliance Agreement for Developer Compliance With Partial Modification of Original Restrictions Deed No. 19447-11