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HomeMy WebLinkAboutExhibit SUBTHIS IS A SUBSTITUTED ITEM. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Term Sheet for the Ground Lease and Leaseback/Purchase of the Miami Riverside Center This Term Sheet (the "MRC Term Sheet") details the proposed terms and conditions to effect the disposition of the City of Miami's current administration building, parking garage, and adjacent land parcel, identified by tax folio numbers 01-4137-038-0020 and 01-4137-038-0010 and commonly known as the Miami Riverside Center ("MRC"). As used in this MRC Term Sheet, the term MRC includes the land under the MRC ("MRC Land") together with any improvements now or hereafter located thereon. 1. Parties. 1.1. City. CityCityofMiarni. 1.2. Developer. Lancelot Miami River, LLC, a Florida limited liability company, an affiliate of the Adler Group, Inc., a Florida corporation, and/or its affiliates. 2. Incorporation of OM, The terms and conditions of the City's Offering Memorandum OM #15-16-008 and any addendum (the "OM") are incorporated into this MRC Term Sheet. In the event of a conflict between the OM, this MRC Term Sheet, and the final negotiated Agreements (as defined below) between the City and the Developer relating to the MRC, the terms of this MRC Term Sheet and thereafter the Agreements shall govern. The City and Developer acknowledge that the terms of any agreements relating to the lease and eventual conveyance of the MRC by the City must be approved at a public referendum (Referendtun") as required by the City Charter and/or City Code. 3. Exclusive Engagement of Developer by City. The City shall work exclusively with the Developer in connection with the transactions and the subject matter detailed in this MRC Term Sheet as long as the lease or conveyance of the MRC is approved at Referendum. 4. Ground Lease of MRC to Developer. The City and Developer will enter into a 99-year ground lease for the MRC (the "MRC Lease") on the following terms: 4.1. Base Rent. For the term of the lease between the City (as landlord) and the Developer (as tenant) with respect to the MRC, Base Rent shall equal fair market rent, which value was established by two appraisals conducted on behalf of the City-- one by CBRE dated July 25, 2017, and one by Joseph Blake and Associates dated October 14, 2017 (collectively, the "Appraisals"); both of which valued the Property based on the existing zoning being changed to permit the as -of -right development of multifamily residential uses. The average value of the MRC based on the Appraisals is Sixty -Nine Million Four Hundred Thousand ($69,400,000.00) Dollars (the "MRC Value"). Based on the average of the Appraisals, Base Rent is forecast to be Three Million Six Hundred Twenty Thousand ($3,620,000.00) Dollars annually ("Base Rent") which equals 5.22% of the MRC Value. In the event the Appraisals need to be recertified to the City, such recertification shall be done on or before August 7, 2018. In no event will the MRC Value be less than $69,400,000.00. 4.2. Payment of Base Rent. Payment of Base Rent shall be as follows: 4.2.1. The Developer shall make an upfront 50% Base Rent payment to the City in the amount of $1,810,000.00 no later than 120 days after approval of the transactions in this MRC Term Sheet at public referendum. If Developer is 1 MIA 186667550v2 FILE NO. 4358 THIS IS A SUBSTITUTED ITEM. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. unable to obtain a rezoning of the MRC Land within 12 months after the referendum, City will refund the entire 50% Base Rent payment to the Developer. The City, as the owner of the MRC land, agrees to join in and execute any zoning applications required to make the zoning of the MRC Land compatible with Developer's response to the OM. 4.2.2. The Developer shall make a second 50% Base Rent payment in the amount of $1,810,000.00 within 120 days after the City vacates the MRC. 4.2.3. The Developer shall make subsequent Base Rent payments annually beginning on the calendar date which is one year after the date the City vacates the MRC. 4.3. Increase in Base Rent. Beginning in the 6th year after the City vacates the MRC, the annual Base Rent will increase to the greater of: (i) 3% percent of the Developer's gross revenues generated by the improvements on the MRC, or (ii) the Base Rent amount of $3,620,000,00 increased by 1.5 % annually. 4.4. Option to Purchase. The MRC Lease will contain reasonable and customary provisions granting the Developer the exclusive option to purchase the entirety or a portion of the MRC from the City at any time during the MRC Lease term (the "Purchase Option") for an amount equal to the MRC Value, less any applicable deductions or credits (the "MRC Purchase Price"). Beginning after the lOth anniversary of the City vacating the MRC, the MRC Purchase Price shall increase by 2% each year. 4.5. Partial Releases. If Developer elects to obtain partial releases of the MRC Land from the MRC Lease, the Developer will pay the City a lump sum payment equal to 110% of the proportional MRC Value based on the square footage of the MRC land to be released, to obtain a release of land from the MRC Lease and conveyance to Developer of fee simple title to the released land. By way of example, if the Developer elects to acquire fee simple title to 50% of the MRC Land, the Developer will pay the City 55% of the MRC Value (as increased by 2% per year beginning 10 years after the City vacates the MRC), less any credits in favor of the Developer at the time. 4.6. One Time Sale or Refinance Fees. In the event Developer (i) sells all or any portion of the improvements on the MRC Land to an unrelated third party, or (ii) transfers or assigns its leasehold interest in any developed portion of the MRC Land to an unrelated third party, the Developer will pay the City a one-time fee equal to 2.0% percent of the net sales proceeds for each such sale or transfer. Similarly, if the Developer refinances any improvements on the MRC Land, the Developer agrees to pay the City a one-time fee equal to 2.0% of Developer's net refinancing proceeds. The Developer shall not be obligated to pay the City the fees detailed in this section more than one time for any specific improvement sold, transferred, or refinanced. By way of example, the Developer shall not be required to pay the City a sale fee for the sale of improvements for which the Developer previously paid the City a refinance fee. Similarly, the Developer shall not be required to pay the City more than one refinance fee for the same improvements. 2 MIA 186667550v2 THIS IS A SUBSTITUTED ITEM. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 4,7. MRC Purchase Price Credits. Any direct payments made by the Developer against the MRC Purchase Price (such as partial release payments or brokerage commissions), and any credits or similar deductions approved by the City as a reduction of the MRC Purchase Price, shall be applied on a dollar for dollar basis. The payment of Base Rent will not be a credit against the MRC Purchase Price. 4.8. Base Rent True -Up. On each anniversary of the MRC Lease the Developer and the City will "true -up" the remaining balance of the MRC Value. If any payments are made by the Developer (including partial release payments per Section 4.5 above) or any credits are applied by the City in favor of the Developer against the MRC Value, the annual Base Rent going forward will be recalculated to an amount equal to 5.22% of the remaining MRC Value. The parties agree that there will be no further appraisals to determine MRC Value during the term of the MRC Lease. 4.9, Developer's Bifurcation of MRC Lease. The MRC Lease will contain reasonable and customary provisions allowing the Developer to bifurcate the MRC Lease into multiple independent ground leases. The City and the Developer will agree on the form and substance of a Bifurcation Agreement consistent with this MRC Term Sheet, which form shall be attached to the MRC Lease as an exhibit. 4.10. Imposition of Condominium Regime. The MRC Lease shall contain reasonable and customary provisions granting the Developer the ability and legal authority to submit all or a portion of the MRC to a condominium form of ownership, provided that no condominium unit or condominium property may be transferred to a third party until it is released from the MRC Lease. 5. Leaseback of MRC by City. Simultaneously with the execution of the MRC Lease, Developer (as landlord) will lease the MRC back to the City (as tenant) for an initial term of three years (the "Leaseback Term"), with two one-year extension options to be exercised at the option of the City Manager or his/her designee (each, an "Extension Option"). 5.1. Leaseback Rent. The rent to be paid annually by the City to the Developer, together with any applicable sales taxes, will be $0.00 (the "Leaseback Rent"). 5.2. City Vacation of MRC. The City shall vacate the MRC upon the later of (i) 90 days after a final certificate of occupancy ("CO") is issued for the City's new administration building or (ii) 30 days after the expiration of the second Extension Option. If the City fails to vacate the MRC after the later of (i) and (ii) above, then commencing 30 days after the later of (i) and (ii), the Leaseback Rent shall be increased to $2,000,000 dollars per year, with an annual increase of 1.5%. 5.3. MRC Operating, Maintenance and Capital Expenditure Costs. The Leaseback will be a "triple net" lease. The City shall be responsible for the maintenance, repair, and operation of the MRC until the date that the City vacates the MRC, including all costs and expenses of any kind or nature associated therewith, including, without limitation, capital expenditures approved by the City, taxes, and insurance costs. 6. Payment in Event of Transfer of Developer's Leasehold Interest in MRC. In the event Developer sells, assigns or transfers its leasehold interest in the MRC with respect to any unimproved and vacant portion of the MRC, and as a result of such transfer, Developer 3 MIA 186667550v2 THIS IS A SUBSTITUTED ITEM. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. and/or an affiliate of Developer retains less than a 10% interest in the leasehold and does not otherwise control the day-to-day management of transferee (by contract or otherwise), then in such event, Developer shall pay the City 10% of the actual consideration Tenant receives for such sale, assignment or transfer (provided that such consideration shall not be less than fair market value). 6.1. Calculation of Consideration to City. In calculating the City's 10% share of the consideration received by Developer, the consideration shall be reduced by (i) an amount equal to the proportionate share of the hard costs expended by Tenant for infrastructure actually placed in the ground, to the extent such infrastructure actually benefits the portion of the MRC Lease being assigned to a third party, and (ii) any and all transaction costs (e.g., brokerage commissions, documentary stamp taxes, surtaxes and/or other transfer taxes, and other customary closing costs paid by Developer). 6.2. Timing of Payment. Developer shall pay the City's share of any consideration Developer receives, less the costs and expenses referenced in Section 6.1, within 30 calendar days after Developer's receipt of the consideration for the transfer. 6.3. No Offsets Against Payment. The payments to the City under this Section 6 shall be in addition to, and shall not be offset against, any other rents or payments to which City is entitled under any other provisions of the Agreements, 6.4. Exclusions. This Section 6 shall not apply to any transfer that results from (i) the foreclosure of a leasehold mortgage, subleasehold mortgage, or security for a mezzanine financing; (ii) any deed or assignment in lieu of a foreclosure or similar enforcement action; or (iii) any transfer to a purchaser at a foreclosure sale. This Section 6 shall not apply to any transfer of Developer's leasehold interest to a special purpose entity of which the Developer is a manager, or any bifurcation of the Developer's leasehold interest in the MRC. 6.5. Transferee Subject to MRC Lease. Any transferee of the Developer's leasehold interest shall be subject to all of the terms and conditions of the MRC Lease. 7. Documentation. The lease of the MRC to Developer will require the preparation and finalization of a series of definitive agreements, including but not limited to the MRC Lease and Leaseback Lease, together with other routine and customary documents for a transaction of the type detailed herein (collectively, the "Agreements"), setting forth in detail the relationship of the parties, their respective rights and obligations, and the tuning of Developer's lease and/or acquisition of the MRC. 8. Execution of Agreements. The Agreements will be executed and delivered by the City and Developer not more than 90 days after the later of (i) the Referendum is approved; (ii) the existing zoning becomes compatible with Developer's response to the OM; and (iii) all appeal periods have expired. The various closings and closing dates that need to be identified in connection with the matters detailed in this MRC Term Sheet will be further defined in the Agreements between the parties. 9. Provisions Required by City. The Agreements to which the City is a party must include the following provisions: 4 MIA 186667550v2 'THIS IS A SUBSTITUTED ITEM. 'ORIGINAL CAN BE SEEN AT THE IEND OF THIS DOCUMENT. 9.1. Limitation of Liability. The City's liability for any claim for injury or damages will be subject to the limitations set forth in Section 768.28 of the Florida Statutes. The City's sovereign immunity will not be waived or abridged. 9.2. No Delegation of Governmental Authority. Nothing in any of the Agreements is intended to be a delegation of the City's governmental or regulatory authority. 10. Brokerage Commission, Developer will be responsible for funding the brokerage commissions to CBRE in accordance with the November 27, 2017 letter from the City of Miami to CBRE, a copy of which has been provided to Developer. City and Developer agree that the amount of the brokerage commissions will be included in the "Total Development Cost" as that term is defined in the Agreements to be entered into by the City and the Developer. 11. MRC Term Sheet Not Comprehensive. This MRC Term Sheet is not intended to be comprehensive, nor shall it be interpreted as addressing every matter that may be included in the Agreements. The contents of this MRC Term Sheet will not limit the parties from including any other provisions in the Agreements, including, but not limited to, the items below requested by the City Commission, and agreed to by Developer, during the July 26, 2018 City Commission meeting: 11.1. Workforce Housing. Developer shall provide a minimum of 10')/0 workforce housing within residential housing located on the adjacent parcel of Land to the MRC owned by the Developer; 11.2, Living Wage. Developer shall pay all on -site employees under Developer's control a Living Wage, as defined in the City Code; 11.3. Construction Labor. Developer shall coordinate with trade and labor unions, including, but not limited to, life safety, conveyance, plumbing, and electric to bid on aspects of development projects on the MRC Land and the adjacent parcel owned by the Developer; 11.4. Labor Peace Agreements. To the extent applicable, Developer shall comply with Labor Peace regulations, including entering into one or more Labor Peace Agreements covering employees of hospitality to projects; 12. MRC Term Sheet Subject to New Facility Term Sheet. City and Developer acknowledge that this MRC Tenn Sheet shall not become effective until such time as City and Developer execute a separate term sheet pertaining to the development of a new City of Miami Administration Building. 13. Controlling Law. This MRC Tenn Sheet (and the Agreements) shall be interpreted under the laws of the State of Florida. [SIGNATURE BLOCKS CONTINUE ON NEXT PAGE' 5 MIA 1866675 Ov2 THIS IS A SUBSTITUTED ITEM. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Approved for legal form and sufficiency for the use and benefit of the City By: 6 MIA186667550v2 By: Print Title: Developer: LANCELOT IVILA1VII RIVER, LLC, a Florida limited liability company a e: C. PreS ale, - Date: A s4 re o 1 E City: CITY OF MIAML, a Florida rnunicipal corporation By: Print name: Title: Attest: SUBSTITUTED. Term Sheet for the Ground Lease and Leaseback/Purchase of the Miami Riv side Center This Term Sheet (the "MRC Term Sheet") details the proposed term and conditions to effect the disposition of the City of Miami's current administration building, arking garage, and adjacent land parcel, identified by tax folio numbers 01-4137-038-0020 a d 01-4137-038-0010 and commonly known as the Miami Riverside Center ("MRC"). As .ed in this MRC Term Sheet, the term MRC includes the land under the MRC ("MRC L nd") together with any improvements now or hereafter located thereon. 1. Parties. 1.1. City. City of Miami. 1.2. Developer. Lancelot Miami River, LLC, a Fl• ida limited liability company, an affiliate of the Adler Group, Inc., a Florida co .oration, and/or its affiliates. 2. Incorporation of OM. The terms and condition of the City's Offering Memorandum OM #15-16-008 and any addendum (the "OM" are incorporated into this MRC Term Sheet. In the event of a conflict between the M, this MRC Term Sheet, and the final negotiated Agreements (as defined below) be r' een the City and the Developer relating to the MRC, the terms of this MRC Term She and thereafter the Agreements shall govern. The City and Developer acknowledge th t the terms of any agreements relating to the lease and eventual conveyance of the ►' RC by the City must be approved at a public referendum ("Referendum") as require d by the City Charter and/or City Code. 3. Exclusive Engagement of Develop r by City. The City shall work exclusively with the Developer in connection with th. transactions and the subject matter detailed in this MRC Term Sheet as long as e lease or conveyance of the MRC is approved at Referendum. 4. Ground Lease of MRC to ►.`eveloper. The City and Developer will enter into a 99-year ground lease for the MRC he "MRC Lease") on the following terms: 4.1. Base Rent. For the term of the lease between the City (as landlord) and the Developer (as nant) with respect to the MRC, Base Rent shall equal fair market rent, which value was established by two appraisals conducted on behalf of the City-- one . CBRE dated July 25, 2017, and one by Joseph Blake and Associates dated Oct' .er 14, 2017 (collectively, the "Appraisals"); both of which valued the Propert based on the existing zoning being changed to permit the as -of -right devel..ment of multifamily residential uses. The average value of the MRC based on the Appraisals is Sixty -Nine Million Four Hundred Thousand ($. •,400,000.00) Dollars (the "MRC Value"). Based on the average of the ppraisals, Base Rent is forecast to be Three Million Six Hundred Twenty housand ($3,620,000.00) Dollars annually ("Base Rent") which equals 5.22% of the MRC Value. In the event the Appraisals need to be recertified to the City, such recertification shall be done on or before August 7, 2018. In no event will the MRC Value be less than $69,400,000.00. 4.2. Payment of Base Rent. Payment of Base Rent shall be as follows: 4.2.1. The Developer shall make an upfront 50% Base Rent payment to the City in the amount of $1,810,000.00 no later than 120 days after approval of 1 SUBSTITUTED. the transactions in this MRC Term Sheet at public ref endum. If Developer is unable to obtain a rezoning of the MRC L. d within 12 months after the referendum, City will refund the entire 1 /0 Base Rent payment to the Developer. The City, as the owner o the MRC land, agrees to join in and execute any zoning applications r- uired to make the zoning of the MRC Land compatible with Develo e is response to the OM. 4.2.2. The Developer shall make a second 50% Bare Rent payment in the amount of $1,810,000.00 within 120 days after e City vacates the MRC. 4.2.3. The Developer shall make subsequent B se Rent payments annually beginning on the calendar date which is e e year after the date the City vacates the MRC. 4.3. Increase in Base Rent, Beginning in the 6th ; ear after the City vacates the MRC, the annual Base Rent will increase to t greater of: (i) 3% percent of the Developer's gross revenues generated by he improvements on the MRC, or (ii) the Base Rent amount of $3,620,000.00 creased by 1.5 % annually. 4.4. Option to Purchase. The MRC Lase will contain reasonable and customary provisions granting the Developer ' e exclusive option to purchase the entirety or a portion of the MRC from the C. y at any time during the MRC Lease term (the "Purchase Option") for an amount equal to the MRC Value, less any applicable deductions or credits (the " i' C Purchase Price"). Beginning after the 10th anniversary of the City vaca ng the MRC, the MRC Purchase Price shall increase by 2% each year. 4.5. Partial Releases. If D eloper elects to obtain partial releases of the MRC Land from the MRC Lease he Developer will pay the City a lump sum payment equal to 110% of the prop-rtional MRC Value based on the square footage of the MRC land to be relea d, to obtain a release of land from the MRC Lease and conveyance to ►ieveloper of fee simple title to the released land. By way of example, if th ' Developer elects to acquire fee simple title to 50% of the MRC Land, the D ' eloper will pay the City 55% of the MRC Value (as increased by 2% per ye beginning 10 years after the City vacates the MRC), less any credits in favor • the Developer at the time. 4.6. One ► the Sale or Refinance Fees. In the event Developer (i) sells all or any port;•n of the improvements on the MRC Land to an unrelated third party, or (ii) trsfers or assigns its leasehold interest in any developed portion of the MRC and to an unrelated third party, the Developer will pay the City a one-time fee equal to 1.0% percent of the net sales proceeds for each such sale or transfer. Similarly, if the Developer refinances any improvements on the MRC Land, the Developer agrees to pay the City a one-time fee equal to 1.0% of Developer's net refinancing proceeds. The Developer shall not be obligated to pay the City the fees detailed in this section more than one time for any specific improvement sold, transferred, or refinanced. By way of example, the Developer shall not be required to pay the City a sale fee for the sale of improvements for which the Developer previously paid the City a refinance fee. Similarly, the Developer shall 2 SUBSTITUTED. not be required to pay the City more than one refinance fee for e same improvements. 4.7. MRC Purchase Price Credits. Any direct payments made by e Developer against the MRC Purchase Price (such as partial release payme : s or brokerage commissions), and any credits or similar deductions approve • •y the City as a reduction of the MRC Purchase Price, shall be applied on a doar for dollar basis. The payment of Base Rent will not be a credit against the M C Purchase Price. 4.8. Base Rent True -Up. On each anniversary of the MRC --ase the Developer and the City will "true -up" the remaining balance of the M' Value. If any payments are made by the Developer (including partial releas payments per Section 4.5 above) or any credits are applied by the City in favo of the Developer against the MRC Value, the annual Base Rent going forw»rd will be recalculated to an amount equal to 5.22% of the remaining MRC .lue. The parties agree that there will be no further appraisals to determine ' C Value during the term of the MRC Lease. 4.9. Developer's Bifurcation of MRC L = . se. The MRC Lease will contain reasonable and customary provisions . lowing the Developer to bifurcate the MRC Lease into multiple independent .round leases. The City and the Developer will agree on the form and substanc:' of a Bifurcation Agreement consistent with this MRC Term Sheet, which fo i shall be attached to the MRC Lease as an exhibit. 4.10. Imposition of Condominium egime. The MRC Lease shall contain reasonable and customary provisions gr,+ ting the Developer the ability and legal authority to submit all or a portion • the MRC to a condominium form of ownership, provided that no condo ,'nium unit or condominium property may be transferred to a third party until it iz released from the MRC Lease. 5. Leaseback of MRC by C' . Simultaneously with the execution of the MRC Lease, Developer (as landlord) w l lease the MRC back to the City (as tenant) for an initial tern of three years (the "L:. seback Term"), with two one-year extension options to be exercised at the optio of the City Manager or his/her designee (each, an "Extension Option"). 5.1. Leasebac Rent. The rent to be paid annually by the City to the Developer, together ith any applicable sales taxes, will be $0.00 (the "Leaseback Rent"). 5.2. City acation of MRC, The City shall vacate the MRC upon the later of (i) 90 day after a final certificate of occupancy ("CO") is issued for the City's new a.: inistration building or (ii) 30 days after the expiration of the second Extension ption. If the City fails to vacate the MRC after the later of (i) and (ii) above, then commencing 30 days after the later of (i) and (ii), the Leaseback Rent shall be increased to $2,000,000 dollars per year, with an annual increase of 1.5%. MRC Operating, Maintenance and Capital Expenditure Costs. The Leaseback will be a "triple net" lease. The City shall be responsible for the maintenance, repair, and operation of the MRC until the date that the City vacates the MRC, including all costs and expenses of any kind or nature associated 3 SUBSTITUTED. therewith, including, without limitation, capital expenditures appro City, taxes, and insurance costs. 6. Payment in Event of Transfer of Developer's Leasehold Interest in event Developer sells, assigns or transfers its leasehold interest in the to any unimproved and vacant portion of the MRC, and as a resu Developer and/or an affiliate of Developer retains less than a leasehold and does not otherwise control the day-to-day manage contract or otherwise), then in such event, Developer shall pay t consideration Tenant receives for such sale, assignment or tr consideration shall not be less than fair market value). 6.1. Calculation of Consideration to City. In calcula consideration received by Developer, the consid amount equal to the proportionate share of the infrastructure actually placed in the groun actually benefits the portion of the MRC and (ii) any and all transaction costs (e. stamp taxes, surtaxes and/or other t costs paid by Developer). 6.2. Timing of Payment. Developer ,' all pay the City's share of any consideration Developer receives, less the cost and expenses referenced in Section 6.1, within 30 calendar days after Develop-'.'s receipt of the consideration for the transfer. 6.3. No Offsets Against Payme The payments to the City under this Section 6 shall be in addition to, and shal not be offset against, any other rents or payments to which City is entitled un. -r any other provisions of the Agreements. 6.4. Exclusions. This Sectin 6 shall not apply to any transfer that results from (i) the foreclosure of a lea Behold mortgage, subleasehold mortgage, or security for a mezzanine financ g; (ii) any deed or assignment in lieu of a foreclosure or similar enforces -nt action; or (iii) any transfer to a purchaser at a foreclosure sale. This Sec on 6 shall not apply to any transfer of Developer's leasehold interest to a r.ecial purpose entity of which the Developer is a manager, or any bifurcation • f the Developer's leasehold interest in the MRC. 6.5. Transfe ee Subject to MRC Lease. Any transferee of the Developer's leasehold interes, shall be subject to all of the terms and conditions of the MRC Lease. 7. Document. ion. The lease of the MRC to Developer will require the preparation and finalizati.'i of a series of definitive agreements, including but not limited to the MRC Lease d Leaseback Lease, together with other routine and customary documents for a trans tion of the type detailed herein (collectively, the "Agreements"), setting forth in det.=' the relationship of the parties, their respective rights and obligations, and the timing o .'Developer's lease and/or acquisition of the MRC. 8. xecution of Agreements. The Agreements will be executed and delivered by the City and Developer not more than 90 days after the later of (i) the Referendum is approved; (ii) the existing zoning becomes compatible with Developer's response to the OM; and (iii) all appeal periods have expired. The various closings and closing dates that need to d by the C. In the C with respect of such transfer, 0% o interest in the ent of transferee (by City 10% of the actual nsfer (provided that such 4 lg the City's 10% share of the ation shall be reduced by (i) an and costs expended by Tenant for to the extent such infrastructure ease being assigned to a third party, brokerage commissions, documentary sfer taxes, and other customary closing SUBSTITUTED. be identified in connection with the matters detailed in this MRC Term sheet will be further defined in the Agreements between the parties. 9. Provisions Required by City. The Agreements to which the City is a arty must include the following provisions: 9.1. Limitation of Liability. The City's liability for any clai or injury or damages will be subject to the limitations set forth in Section 768.28 of the Florida Statutes, The City's sovereign immunity will not be wa ed or abridged, 9.2. No Delegation of Governmental Authority. Nothing in any of the Agreements is intended to be a delegation of ,' he City's governmental or regulatory authority. 10. Brokerage Commission. Developer will be respo sible for funding the brokerage commissions to CBRE in accordance with the Nove ber 27, 2017 letter from the City of Miami to CBRE, a copy of which has been provide d to Developer, City and Developer agree that the amount of the brokerage commissions will be included in the "Total Development Cost" as that term is defined in e Agreements to be entered into by the City and the Developer. 11. MRC Term Sheet Not Comprehensive. his MRC Term Sheet is not intended to be comprehensive, nor shall it be interpre ed as addressing every matter that may be included in the Agreements. The cont nts of this MRC Term Sheet will not limit the parties from including any other provi ons in the Agreements. 12, MRC Term Sheet Subject to ew Facility Term Sheet. City and Developer acknowledge that this MRC Te Sheet shall not become effective until such time as City and Developer execute a searate term sheet pertaining to the development of a new City of Miami Administration uilding. 13. Controlling Law. This M "C Term Sheet (and the Agreements) shall be interpreted under the laws of the State .f Florida. Developer: LANCELOT MIAMI RIVER, LLC, a Florida limited liabilit company By: 3✓ .. Print Name: 4. vi d S Adler Title: V i c e Pits i 4,# Date: ' .iy 13, olviS [SIGNATURE BLOCKS CONTINUE ON NEXT PAGE] 5 Approved for legal form and sufficiency for the use and benefit of the City By: 6 SUBSTITUTED. City: CITY OF MIA`;', a Florida municipal corporation By: Print name: Title: Attest: