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Home My WebLink AboutPre-LegislationCity of Miami Legislation Resolution: R-18-0324 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 4358 Final Action Date: 7/26/2018 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), CALLING FOR A SPECIAL ELECTION TO BE HELD ON NOVEMBER 6, 2018, FOR THE PURPOSE OF SUBMITTING TO THE QUALIFIED ELECTORS OF THE CITY OF MIAMI ("CITY") FOR THEIR APPROVAL OR DISAPPROVAL OF THE FOLLOWING BALLOT QUESTION: "SHALL THE CITY ENTER INTO A 99 YEAR LEASE OF APPROXIMATELY 3.15 ACRES AT 444 AND 460 SW 2ND AVENUE WITH WINNING BIDDER, LANCELOT MIAMI RIVER, LLC, PROVIDING: PRIVATELY FUNDED MIXED USE RIVERFRONT DEVELOPMENT; NEW PUBLIC RIVERWALK AND OTHER PUBLIC AMENITIES; GREATER OF $3,620,000 ANNUAL RENT, INCREASING 1.5% ANNUALLY, OR 3% OF GROSS REVENUES; $69,400,000 PURCHASE OPTION; 2% CAPITAL TRANSACTION FEE; LIVING WAGE AND 10% WORKFORCE HOUSING; DESIGN AND DEVELOPMENT OF A NEW ADMINISTRATIVE BUILDING?"; DESIGNATING AND APPOINTING THE CITY CLERK AS THE OFFICIAL REPRESENTATIVE OF THE CITY COMMISSION WITH RESPECT TO THE USE OF VOTER REGISTRATION BOOKS AND RECORDS; DIRECTING THE CITY CLERK TO CAUSE A CERTIFIED COPY OF THIS RESOLUTION TO BE DELIVERED TO THE SUPERVISOR OF ELECTIONS OF MIAMI-DADE COUNTY, FLORIDA, NOT LESS THAN FORTY-FIVE (45) DAYS PRIOR TO THE DATE OF SUCH SPECIAL ELECTION; PROVIDING FOR AN IMMEDIATE EFFECTIVE DATE FOR THIS RESOLUTION. WHEREAS, the City of Miami ("City") owns the riverfront property located at 444 Southwest 2nd Avenue, and 460 SW 2nd Avenue, Miami, Florida 33130, commonly known as the Miami Riverside Center ("MRC"); and WHEREAS, the City is interested in developing a new City administrative facility to accommodate the increasing number of the City's administrative employees and meet the growing needs of the City's residents; and WHEREAS, on February 2, 2016, the City issued a competitive solicitation, inclusive of Offering Memorandum No. 15-16-008 ("OM") for the sale/lease of the MRC, and Request for Proposals No. 15-16-009 ("RFP") for the development of a new City administrative facility building (collectively the "OM & RFP"); and WHEREAS, the OM specifically sought the disposition of the MRC due to the operational challenges and deficiencies of the facility; and WHEREAS, the RFP provided for the acquisition and development of a new administrative facility building in order to properly serve the citizens of the City; and WHEREAS, two (2) proposals were received in response to the OM and one (1) proposal was received in response to the RFP; and City of Miami Page 1 of 6 File ID: 4358 (Revision: A) Printed On: 11/27/2018 File ID: 4358 Enactment Number: R-18-0324 WHEREAS, pursuant to the OM & RFP, the City Manager appointed the Selection Committee ("Committee") to evaluate proposals received in response to the OM & RFP; and WHEREAS, the Committee met on August 25, 2016 to evaluate the criteria and scoring values assigned and determine a rank order based on the score achieved and recommended the top -ranked bidder, Lancelot Miami River, LLC, an affiliate of Adler Group ("Lancelot"); and WHEREAS, the City Manager approved the recommendation of the Committee and transmitted to the City Commission his recommendation; and WHEREAS, thereafter, the City Commission approved the recommendation subject to the approval of the applicable agreements by Commission and approval by the electorate; and WHEREAS, pursuant to the recommendation for the OM, the City and Lancelot have negotiated the attached Term Sheet for the Ground Lease and Leaseback/Purchase of the Miami Riverside Center ("MRC Term Sheet"); WHEREAS, pursuant to the recommendation for the RFP, the City and Lancelot have negotiated a proposed Term Sheet for the Site Selection, Design, Financing, Construction and Conveyance of the new City of Miami Administration.Building ("New Facility Term Sheet"); and WHEREAS, the MRC Term Sheet and proposed New Facility Term Sheet set the minimum benefits to be provided to the City, which may be further negotiated and improved to the City's benefit through negotiations, but may not be diminished or decreased; and WHEREAS, the City and Lancelot presented the proposed redevelopment of the MRC to the Miami River Commission Urban Infill and Greenways Subcommittee, and subsequently to the full Miami River Commission on July 9, 2018; and WHEREAS, the City and Lancelot presented the proposed redevelopment of the MRC to the Waterfront Advisory Board on July 10, 2018; and WHEREAS, pursuant to the provisions of the OM, and the requirements of the City Charter, the City Commission wishes to poll the electors of the City as to whether the City shall be authorized to enter into a 99 year lease of approximately 3.15 acres of City -owned riverfront land at 444 and 460 Southwest 2nd Avenue, Miami, Florida for 99 years, with Lancelot providing, a privately funded mixed use riverfront development; new public riverwalk and other public amenities; the greater of $3,620,000 annual rent, increasing 1.5% annually, or 3% of gross revenues; a $69,400,000 purchase option; 2% capital transaction fee; living wage and 10% Workforce Housing; and Design and development of a new administrative building, as more particularly described in the attached MRC Term Sheet; and WHEREAS, this resolution does not confer any contractual or property rights upon Lancelot unless and until: (i) the electorate has cast a favorable vote approving the sale/lease of the MRC; (ii) the applicable Agreements, as defined in the MRC Term Sheet and New Facility Term Sheet, are approved by the City Commission, at the Commission's discretion; and (iii) following approval by the City Commission, the applicable Agreements, as defined in the MRC Term Sheet and New Facility Term Sheet, are executed by the authorized officers of Lancelot and the City, respectively; and City of Miami Page 2 of 6 File ID: 4358 (Revision: A) Printed on: 11/27/2018 File ID: 4358 Enactment Number: R-18-0324 WHEREAS, the above actions and procedures have been performed in accordance with the applicable provisions of the Charter and Code of the City of Miami, and provisions contained within the OM & RFP. NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. In accordance with the provisions of Section 29-B of the Charter of the City of Miami, Florida the Ballot Question provided below shall be included in the Special Election to be held on Tuesday, November 6, 2018, for the purpose of submitting to the qualified electors of the City of Miami, for their approval or disapproval, the proposed lease of the Property as set forth in the Ballot Question and as further supplemented by the MRC Term Sheet. Section 3. The Special Election shall be held at the polling places in the precincts designated, all as shown on the list attached hereto and made a part hereof and referred to as Exhibit No.1 or as may be designated by the Supervisor of Elections of Miami -Dade County, Florida, in conformity with the provisions of the general laws of the State of Florida ("State"). The Precinct Election Clerks and Inspectors to serve at said polling places On said election date shall be those designated by the Supervisor of Elections of Miami -Dade County, Florida, for such purpose in accordance with the general laws of the State. A description of the registration books and records which pertain to election precincts wholly or partly within the City, and which the City is hereby adopting and desires to use for holding such election is as follows: all voter information cards, registration books, records, and certificates pertaining to electors of the City and established and maintained as official by the Supervisor of Elections of Miami -Dade County, Florida, in conformity with the provisions of the general laws of the State of Florida, are hereby adopted and declared to be, and shall hereafter be recognized and accepted as, official voter information cards, registration books, records and certificates of the City. Section 4. In compliance with Section 100.342, Florida Statutes (2018), the City Clerk is hereby authorized and directed to publish notice of the adoption of the herein resolution and of the provisions hereof, at least twice, once in the fifth 1(5th) week and once in the third (3rd) week prior to the week in which the aforesaid Special Election is to be held, in newspaper(s) of general circulation in the City of Miami, Florida, which notice shall be substantially in the following form: NOTICE OF SPECIAL ELECTION TO BE HELD ON TUESDAY, NOVEMBER 6, 2018 IN THE CITY OF MIAMI, FLORIDA PURSUANT TO RESOLUTION NO. R-18-0324 A Special Election will be held on Tuesday, November 6, 2018 from 7:00 A.M. until 7:00 P.M. in the City of Miami, Florida, at the polling places in the several special election precincts designated by the Miami -Dade County Supervisor of Elections as set forth herein, unless otherwise provided by law, for the purpose of submitting to the qualified electors of the City of Miami, Florida, the following question: City of Miami Page 3 of 6 File ID: 4358 (Revision: A) Printed on: 11/27/2018 File ID: 4358 Enactment Number: R-18-0324 Shall the City enter into a 99 year lease of approximately 3.15 acres at 444 and 460 SW 2nd Avenue with winning bidder, Lancelot Miami River, LLC, providing: • Privately funded mixed use riverfront development; • New public Riverwalk and other public amenities; • Greater of $3,620,000 annual rent, increasing 1.5% annually, or 3% of gross revenues; • $69,400,000 purchase option; • 2% capital transaction fee; • Living Wage and 10% Workforce Housing; • Design and development of a new administrative building? By order of the Commission of the City of Miami, Florida. Section 5. The official ballot to be used at said Special Election shall be in full compliance with the laws of the State with respect to vote -by -mail ballots and to the use of the mechanical voting machines or the Computer Election System and shall be in substantially the following form: "Official Ballot" Special Election Miami, Florida November 6, 2018 Proposed lease of city -owned riverfront land at 444 SW 2 Avenue, Miami, Florida Shall the City enter into a 99 year lease of approximately 3.15 acres at 444 and 460 SW 2nd Avenue with winning bidder, Lancelot Miami River, LLC, providing: • Privately funded mixed use riverfront development; • New public Riverwalk and other public amenities; • Greater of $3,620,000 annual rent, increasing 1.5% annually, or 3% of gross revenues; • $69,400,000 purchase option; • 2% capital transaction fee; • Living wage and 10% Workforce Housing; • Design and development of a new administrative building? YES City of Miami Page 4 of 6 File ID: 4358 (Revision: A) Printed on: 11/27/2018 File ID: 4358 Enactment Number: R-18-0324 NO Section 6. The form of the ballot shall be in accordance with requirements of general election laws. Electors desiring to vote in approval of the Question described above shall be instructed to vote their selection next to the word "YES" within the ballot containing the statement relating to the Question. Electors desiring to vote to disapprove the Question shall be instructed to vote their selection next to the word "NO" within the ballot containing the statement relating to the Question. Once individuals are satisfied with their choice, they shall press the "Vote" button and the ballot shall be cast. Section 7. The Clerk shall cause to be prepared vote -by -mail ballots containing the Question set forth in Section 6 above for the use of vote -by -mail electors entitled to cast such ballots in said Special Election. Section 8. All qualified electors of said City shall be permitted to vote in said Special Election and the Supervisor of Elections of Miami -Dade County, Florida is hereby requested, authorized, and directed to furnish, at the cost and expense of the City, a list of all qualified electors residing in the City as shown by the registration books and records of the Office of said Supervisor of Elections and duly certify the same for delivery to and for use by the election officials designated to serve at the respective polling places in said Special Election precincts. Section 9. For the purpose of enabling persons to register who are qualified to vote in said Special Election on Tuesday, November 6, 2018, and who have not registered under the provisions of the general laws of the State and Chapter 16 of the Code of the City of Miami, Florida, or who have transferred their legal residence from one voting precinct to another in the City, they may register Monday through Friday, from 8:00 A.M. to 5:00 P.M. at the Miami -Dade County Elections Department located at 2700 Northwest 87th Avenue, Miami, Florida, within such period of time as may be designated by the Supervisor of Elections of Miami -Dade County, Florida In addition to the above place and times, qualified persons may register at such branch offices and may also use any mobile registration van for the purpose of registration in order to vote in the herein described Special Election during such times and on such dates as may be designated by the Supervisor of Elections of Miami -Dade County, Florida. Section 10. Todd B. Hannon, the City Clerk of the City of Miami, Florida, or his duly appointed successor, is hereby designated and appointed as the official representative of the Commission of the City of Miami, Florida, in all transactions with the Supervisor of Elections of Miami -Dade County, Florida, in relation to matters pertaining to the use of the registration books and the holding of said Special Election. Section 11. The City Clerk shall deliver a certified copy of this Resolution to the Supervisor of Elections of Miami -Dade County, Florida, not later than forty-five (45) days prior to the date of the herein Special Election. Section 12. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.' 1 If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 5 of 6 File ID: 4358 (Revision: A) Printed on: 11/27/2018 File ID: 4358 Enactment Number: R-18-0324 APPROVED AS TO FORM AND CORRECTNESS: City of Miami Page 6 of 6 File ID: 4358 (Revision; A) Printed on: 11/27/2018 Exhibit No.1 Date : 05/02/2018 Time : 4:25 PM DISTRICT: City: Miami Christina White Supervisor of Elections Precinct List FOR SELECTED DISTRICT MIA Miami -Dade County, FL Prec/PP Place Name 465.0 West End Park Community House 498.0 Eden Eglise Adventist DU 7th Jour 499.0 Liberty Square Community Center 501.0 Jesse J. McCrary Jr. Elementary School 502.0 Legion Memorial Park 503.0 H U D 504.0 Legion Memorial Park 505.0 St. Matthew Freewill Baptist Church 506.0 Edison Courts Community Center 507.0 Thena C. Crowder Elementary School 508.0 Liberty Square Community Center 509.0 The Universal Church of The Kingdom of God 510.0 The Universal Church of The Kingdom of God 511.0 Jordan Grove Baptist Church 512.0 St. Paul Institutional AME Church 514.0 iTech @ Thomas A. Edison Educational Center 515.0 Toussaint Louverture Elementary School 516.0 Morningside Park 517.0 Arthur E Teele Jr Community Center 518.0 Church of God Prophecy #1 519.0 Shadowlawn Elementary School 520.0 Carrie P. Meek Art Center 521.0 Edison Towers 522.0 Moore Park 523.0 Ebenezer United Methodist Church 524.0 Beth David Congregation 526.0 Curtis Park Community House 527.0 Juan P. Duarte Park 528.0 Allapattah Branch Library 529.0 Jose De Diego Middle School 530.0 Comstock Elementary School 531.0 Claude Pepper Community Center II 532.0 Christ Episcopal Church 533.0 Culmer Neighborhood Service Center Office Location 250 SW 60 Ave 7777 N. Miami Ave 6304 NW 14 Ave 514 NW 77 St 6447 NE 7 Ave 1407 NW 7 St 6447 NE 7 Ave 6700 NW 2 Ave 325 NW 62 St 757 NW 66 St 6304 NW 14 Ave 3501 W Flagler St 3501 W Flagler St 5946 NW 12 Ave 1892 NW 51 Ter 6101 NW 2 Ave 120 NE 59 St 750 NE 55 Ter 6301 NE 2 Ave 4528 NW 1 Ave 149 NW 49 St 1350 NW 50 St 5821 NW 7 Ave 765 NW 36 St 2001 NW 35 St 2625 SW 3 Ave 1901 NW 24 Ave 1776 NW 28 St 1799 NW 35 St 3100 NW 5 Ave 2420 NW 18 Ave 750 NW 18 Ter 3481 Hibiscus St 1600 NW 3 Ave CITY ZIP Miami 33144 Miami 33150 Miami 33147 Miami 33150 Miami 33138 Miami 33125 Miami 33138 Miami 33150 Miami 33150 Miami 33150 Miami 33147 Miami 33135 Miami 33135 Miami 33127 Miami 33142 Miami 33127 Miami 33137 Miami 33137 Miami 33138 Miami 33127 Miami 33127 Miami 33142 Miami 33127 Miami 33127 Miami 33142 Miami 33129 Miami 33125 Miami 33142 Miami 33142 Miami 33127 Miami 33142 Miami 33136 Miami 33133 Miami 33136 Page 1 of 4 Date : 05/02/2018 Time : 4:25 PM DISTRICT: City: Miami Christina White Supervisor of Elections Precinct List FOR SELECTED DISTRICT Mika Miami -Dade County, FL 534.0 Miami Fire Station #2 1901 N Miami Ave Miami 33136 535.0 Paul Laurence Dunbar K-8 Center 505 NW 20 St Miami 33127 536.0 Phillis Wheatley Elementary School 1801 NW 1 PI Miami 33136 537.0 Eugenio Maria De Hostos Ctr 2902 NW 2 Ave Miami 33127 538.0 Cameron House 412 NE 22 St Miami 33137 540.0 Comstock Elementary School 2420 NW 18 Ave Miami 33142 541.0 First Presbyterian Church 609 Brickell Ave Miami 33131 542.0 Jack Orr Senior Center 550 NW 5 St Miami 33128 543.0 HUD 1407 NW 7 St Miami 33125 544.0 Trinity Cathedral Hall 464 NE 16 St Miami 33132 545.0 Miami Police Benevolent Association 2300 NW 14 St Miami 33125 546.0 Miami City Hall 3500 Pan American Dr Miami 33133 547.0 Miami Fire Station #7 314 Beacom Blvd Miami 33135 548.0 Miami -Dade County Auditorium 2901 W Flagler St Miami 33135 549.0 Kensington Park Elementary School 711 NW 30 Ave Miami 33125 550.0 Miami Fire Fighter Benevolent Association 2980 NW S River Dr Miami 33125 551.0 Grapeland Park 1550 NW 37 Ave Miami 33125 552.0 Armando Badia Senior Center 25 Tamiami Blvd Miami 33144 553.0 Robert King High Community House 7025 W Flagler St Miami 33144 554.0 Iglesia Bautista De Renovacion Cristiana 50 NW 51 PI Miami 33126 556.0 Residential Plaza 5617 NW 7 St Miami 33126 557.0 Iglesia El Buen Samaritano 4585 W Flagler St Miami 33134 558.0 Kinloch Park Community Center 455 NW 47 Ave Miami 33126 559.0 Ebenezer Freewill Baptist Church 4111 SW 4 St Miami 33134 560.0 Kinloch Park Middle School 4340 NW 3 St Miami 33126 561.0 Iglesia Bautista Resurreccion 2323 SW 27 Ave Miami 33145 563.0 Jose Marti Park Gymnasium 434 SW 3 Ave Miami 33130 564.0 Hispanic Branch Library 1398 SW 1 St Miami 33135 565.0 Riverside Elementary School 1190 SW 2 St Miami 33130 566.0 Jose Marti Park Gymnasium 434 SW 3 Ave Miami 33130 567.0 Simpson Park Recreation Building 55 SW 17 Rd Miami 33129 568.0 Simpson Park Recreation Building 55 SW 17 Rd Miami 33129 569.0 Stanley Axlrod UTD Towers, Inc. 1809 Brickell Ave Miami 33129 570.0 Coral Way K-8 Center 1950 SW 13 Ave Miami 33145 571.0 El Cordero Presbyterian Church 2091 SW 14 Ave Miami 33145 Page 2 of 4 Date : 05/02/2018 Time : 4:25 PM DISTRICT: City: Miami Christina White Supervisor of Elections Precinct List FOR SELECTED DISTRICT A Miami -Dade County, FL 572.0 Shenandoah Elementary School 1023 SW 21 Ave Miami 33135 573.0 Rene Janero Recreation Center 1800 SW 21 Ave Miami 33145 574.0 Rene Janero Recreation Center 1800 SW 21 Ave Miami 33145 575.0 Smathers Senior Center 1040 SW 29 Ct Miami 33135 576.0 Coral Gate Park Community Center 1415 SW 32 Ave Miami 33145 577.0 Frankie S. Rolle Service Center 3750 S Dixie Hwy Miami 33133 578.0 Providence Road/Coral Baptist Church 2732 SW 32 Ave Miami 33133 579.0 Silver Bluff Elementary School 2609 SW 25 Ave Miami 33133 580.0 Jesse J. McCrary Jr. Elementary School 514 NW 77 St Miami 33150 581.0 Little Havana Housing Project #1 1759 SW 5 St Miami 33135 582.0 Museum of Science 3280 S Miami Ave Miami 33129 583.0 Miami Fire Station #8 2975 Oak Ave Miami 33133 584.0 Frankie S. Rolle Service Center 3750 S Dixie Hwy Miami 33133 585.0 Elizabeth Virrick Park 3255 Plaza St Miami 33133 586.0 Miami -Dade Water & Sewer Authority 3575 S Le Jeune Rd Miami 33133 587.0 Plymouth Congregational Church 3400 Devon Rd Miami 33133 588.0 Allapattah Branch Library 1799 NW 35 St Miami 33142 589.0 Allapattah Branch Library 1799 NW 35 St Miami 33142 591.0 Malcolm Ross Senior Center 2800 NW 18 Ave Miami 33142 592.0 Curtis Park Community House 1901 NW 24 Ave Miami 33125 593.0 Citrus Grove Middle School 2153 NW 3 St Miami 33125 594.0 Juan P. Duarte Park 1776 NW 28 St Miami 33142 595.0 Juan P. Duarte Park 1776 NW 28 St Miami 33142 596.0 Miami Fire Station #7 314 Beacom Blvd Miami 33135 597.0 Moore Park 765 NW 36 St Miami 33127 598.0 Moore Park 765 NW 36 St Miami 33127 599.0 Eugenio Maria De Hostos Center 2902 NW 2 Ave Miami 33127 624.0 Knights of Columbus Miami Council 1726 3601 S Miami Ave Miami 33133 655.0 Jack Orr Senior Center 550 NW 5 St Miami 33128 656.0 Jack Orr Senior Center 550 NW 5 St Miami 33128 658.0 Trinity Cathedral Hall 464 NE 16 St Miami 33132 659.0 Trinity Cathedral Hall 464 NE 16 St Miami 33132 667.0 El Cordero Presbyterian Church 2091 SW 14 Ave Miami 33145 668.0 Simpson Park Recreation Building 55 SW 17 Rd Miami 33129 669.0 Iglesia Adventista del Septimo Dia 862 SW 4 St Miami 33130 Page 3 of 4 Date : 05/02/2018 Time : 4:25 PM DISTRICT: City: Miami Christina White Supervisor of Elections Precinct List FOR SELECTED DISTRICT IA Miami -Dade County, FL 670.0 Miami -Dade County Auditorium 971.0 Kinloch Park Middle School 974.0 Kinloch Park Community Center 975.0 Claude Pepper Community Center II 976.0 Paul Laurence Dunbar K-8 Center 978.0 Morningside K-8 Academy 980.0 Comstock Elementary School 981.0 Allapattah Neighborhood Service Center 982.0 Trinity Cathedral Hall 983.0 Trinity Cathedral Hall 984.0 Miami Fire Station #4 985.0 Jack Orr Senior Center 987.0 Curtis Park Community House 989.0 H U D 990.0 H U D 991.0 St. Dominic Gardens Inc. 992.0 St. Dominic Gardens Inc. 993.0 Vizcaya Village Garage 994.0 Ebenezer Freewill Baptist Church 995.0 Knights of Columbus Miami Council 1726 996.0 Vizcaya Village Garage 997.0 Miami Police Benevolent Association 999.0 Morningside Park Total Number of Precincts 127 2901 W Flagler St 4340 NW 3 St 455 NW 47 Ave 750 NW 18 Ter 505 NW 20 St 6620 NE 5 Ave 2420 NW 18 Ave 1897 NW 20 St 464 NE 16 St 464 NE 16 St 1105 SW 2 Ave 550 NW 5 St 1901 NW 24 Ave 1407 NW 7 St 1407 NW 7 St 5849NW7St 5849NW7St 3250 S Miami Ave 4111SW4St 3601 S Miami Ave 3250 S Miami Ave 2300 NW 14 St 750 NE 55 Ter Miami Miami Miami Miami Miami Miami Miami Miami Miami Miami Miami Miami Miami Miami Miami Miami Miami Miami Miami Miami Miami Miami Miami 33135 33126 33126 33136 33127 33138 33142 33142 33132 33132 33130 33128 33125 33125 33125 33126 33126 33129 33134 33133 33129 33125 33137 Page 4 of 4 THIS IS A SUBSTITUTED ITEM. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Term Sheet for the Ground Lease and Leaseback/Purchase Gl the Miami Riverside Center This Term Sheet (the "AMC 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 col -manly known as the Miami Riverside Center ("MRC"). As used in this MRC Tern Sheet., the term MRC includes the land under the MRC ("IVIRC Land") 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 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 ''Olvil") 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 ,IVIRC by the City must be approved at a public referendum ("Referendum") 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 IVIRC Term Sheet as long as the lease or conveyance of the MC 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 TARc 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 6'11 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 PU rehme, The MRC Lease will containreasonable 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 'Pitt:chase Option") for an amount equal to the MRC Value, less any applicable deductions or credits (the "HEW Purchase Price"), Beginning after the 10th anniversary of the City vacating the MRC, the 1VIRC 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 fide 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. hi the event Developer (i) sells all or any portion of the improvements on the NM 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 lee 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 180867550v2 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, IT 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 customaty provisions granting the Developer the ability and legal authority to submit all or a portion of the MRC lo 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 (eaeli, 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 OD, 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, &KIWI rig, without limitation, capital expenditures approved by the City, taxes, and insurance costs. 6, Payment in Event of Transfer of Developer's Leasehold Interest in AMC. 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 MIA f86667550v2 3 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 dosing 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, sublcasehold 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 pui'chaser 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, 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 timing 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. Provisions Required by City. The Agreements to which the City is a party must include the following provisions: MIA 180 667550v2 4 THIS IS A SUBSTITUTED ITEM. ORIGINAL CAN BE SEEN AT THE END 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 Mummify 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, 20J 8 City Commission meeting: 11.1. Workforce Housing. Developer shall provide a minimum of 10% 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; 11.1 Construction Labor. Developer shall coordinate with trade and labor unions, including, but not limited to, life safety, conveyance, plutnbing, and electric to bid on aspects of development projects on the IVIRC 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 Term 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 Ad m in istration 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 186667550v2 THIS IS A SUBSTITUTED ITEM. ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Approved for legal form and sufficien for the use and benefit of the City By: MIA f8O667550v2 y 6 Developer: LANCELOT M AMJ. TLi 111R, LLC, a ;Florida limited liability company City: CITY OF MIA`tt a PIida municipal corporation By: Print name. Titl-e: 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, aaiking garage, and adjacent land parcel, identified by tax folio numbers 01-4137-038-0020 d 01-4137-038-0010 and commonly known as the Miami Riverside Center ("MRC"). As 1. ed in this MRC Term Sheet, the tern 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 soration, and/or its affiliates. 2. Incorporation of OM, The terms and condition OM 415-16-008 and any addendum (the "OM" Sheet, In the event of a conflict between the negotiated Agreements (as defined below) be the MRC, the terms of this MRC Term She The City and Developer acknowledge th lease and eventual conveyance of the referendum ("Referendum") as requir of the City's Offering Memorandum are incorporated into this MRC Term M, this MRC Term Sheet, and the final een the City and the Developer relating to and thereafter the Agreements shall govern. t the terms of any agreements relating to the RC by the City must be approved at a public 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 inc 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/ ser 14, 2017 (collectively, the "Appraisals"); both of which valued the Propert based on the existing zoning being changed to permit the as -of -right devels 'mein of multifamily residential uses. The average value of the MRC based on the Appraisals is Sixty -Nine Million Four Hundred Thousand ($ '1,400,000.00) 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 °flame 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 re ndum. If Developer is -unable to obtain a rezoning of the MRC L d within 12 months after the referendum, City will refund the entire % Base Rent payment to the Developer. The City, as the owner o the MRC land, agrees to join in and execute any zoning applications r94uned to make the zoning of the MRC Land compatible with Develo response to the OM. 4.2,2, The Developer shall make a second 50% B e Rent payment in the amount of $1,810,000,00 within 120 days after le 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 year after the date the City vacates the MRC, 4.3. Increase in Base Rent. Beginning in the 1ear 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 'ncreased by 1,5 % annually. 4.4. Option to Purchase, The MRC L ase will contain reasonable and customary provisions granting the Developer e exclusive option to purchase the entirety or a portion of the MRC from the Cy at any tune during the MRC Lease term (the "Purchase Option") for an amount equal to the MRC Value, less any applicable deductions or credits (the " t 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 roveloper 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 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 irne Sale or Refinance Fees. In the event Developer (i) sells all or any port a of the improvements on the MRC Land to an unrelated third party, or (ii) ti sfers or assigns its leasehold interest ui 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 le Developer against the MRC Purchase Price (such as partial release payme $ or brokerage commissions), and any credits or similar deductions approves sy the City as a reduction of the MRC Purohase Price, shall be applied on a do ar 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 id will be recalculated to an amount equal to 5.22% of the remaining MRC alue, '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 bifureate 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 foi 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 gi iting 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 ' released from the MRC Lease. 5, Leaseback of MRC by C' . Simultaneously with the execution of the MRC Lease, Developer (as landlord)'1 lease the MRC back to the City (as tenant) for an initial term 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 th 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 asministration building or (ii) 30 days after the expiration of the second Extension ription, If the City fails to vacate the MRC after the later of (i) and (ii) above, then coma 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 d by the City, taxes, and insurance costs. 6. Payment in Event of Transfer of Developer's Leasehold Interest in IRC. In the event Developer sells, assigns or transfers its leasehold interest in the 7' C with respect to any unimproved and vacant portion of the MRC, and as a resu of such transfer, Developer and/or an affiliate of Developer retains less than a 0% interest in the leasehold and does not otherwise control the day-to-day manage ent of transferee (by contract or otherwise), then in such event, Developer shall pay tl City 10% of the actual consideration Tenant receives for such sale, assignment or tr isfer (provided that such consideration shall not be less than fair market value). 6,1. 6.2. 6.3. 6.4, Calculation of Consideration to City. In calcula ng the City's 10% share of the consideration received by Developer, the consith 'ation shall be reduced by (i) an amount equal to the proportionate share of the aid costs expended by Tenant for infrastructure actually placed in the grown., to the extent such infrastructure actually benefits the portion of the MRC ase being assigned to a third party, and (ii) any and all transaction costs (e. , brokerage commissions, documentary stamp taxes, surtaxes and/or other tra, sfer taxes, and other customary closing costs paid by Developer). all pay the City's share of any consideration and expenses referenced in Section 6.1, within 's receipt of the consideration. for the transfer. Timing of Payment, Developer Developer receives, less the cost 30 calendar days after Develop The payments to the City under this Section 6 shall not be offset against, any other rents or payments to any other provisions of the Agreements. No Offsets Against Paymet be in addition to, and steal which City is entitled un n 6 shall not apply to any transfer that results from (i) the ehoid mortgage, subleasehold mortgage, or security for a g; (ii) any deed or assignment in lieu of a foreclosure or nt action; or (iii) any transfer to a purchaser at a foreclosure on 6 shall not apply to any transfer of Developer's leasehold pecial purpose entity of which the Developer is a manager, or any Exclusions. This Sect'* foreclosure of a le mezzanine titan° similar enforcen sale. This Sec interest to a . ; bifurcation .fthe 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 1,ease, together with other routine and customary documents for a trans don of the type detailed herein (collectively, the "Agreements"), setting forth in de the relationship of the parties, their respective rights and obligations, and the timing eveloper'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 4 SUBSTITUTED. be identified in connection with the matters detailed in this MRC Term heet will be further defined in the Agreements between the parties. 9. Provisions Required by City. The Agreements to which the City is a r.arty must include the following provisions: 9.1. Limitation of Liability. The City's liability for any slainor 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. 92. 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 NOW er 27, 2017 letter from the City of Miami to CBRE, a copy of which has been provid d to Developer, City and Developer agree that the amount of the brokerage commi ¶sions will be included in the "Total Development Cost" as that tens 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 intemr cd as addressing every matter that may be included in the Agreements. The corn 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 acknowledge that this MRC Teri City and Developer execute a se City of Miami Administration 13. Controlling Law. This M under the laws of the State Tew Facility Term Sheet. City and Developer Sheet shall not become effective until such time as arate term sheet pertaining to the development of a new uilding. C Term Sheet (and the Agreements) shall be interpreted f Florida. Developer: LANCELOT MIAMI RIVER, LLC, a Florida limited liability company BY: Print Name: /Ix +4 3, A 451 Title: V i c). Pries; de.A-f Date: 14)1 y 13, , oZoiS [SIGNATURE BLOCKS CONTINUE ON NEXT PAGE] 5 Approved for legal form and sufficiency for the use and benefit of the City By: 6 a Florida municipal SUBSTITUTED. City: CITY OF MIA corporation By: Print name: Title: Attest: