HomeMy WebLinkAboutBack-Up Documents - Commercial Lease 4.27.22Circulated by H&K: 4/25/22
GROUND LEASE
by and between
CITY OF MIAMI,
a municipal corporation of the State of Florida,
and
MIAMI FREEDOM PARK, LLC,
a Delaware limited liability company,
for
MIAMI FREEDOM PARK COMMERCIAL DEVELOPMENT
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Table of Contents
Page
ARTICLE 1 CERTAIN DEFINED TERMS 2
ARTICLE 2 DEVELOPMENT PARCEL, GENERAL TERMS OF LEASE AND
SURRENDER 17
ARTICLE 3 RENT 21
ARTICLE 4 PAYMENT OF TAXES AND ASSESSMENTS 25
ARTICLE 5 CERTAIN PROVISIONS CONCERNING DEVELOPMENT OF LAND AND
CONSTRUCTION OF IMPROVEMENTS 27
ARTICLE 6 INSPECTION OF DEVELOPMENT PARCEL 32
ARTICLE 7 PARKING 33
ARTICLE 8 INSURANCE AND INDEMNIFICATION 34
ARTICLE 9 OPERATION DURING LEASE TERM 42
ARTICLE 10 REPAIRS AND MAINTENANCE DURING LEASE TERM 45
ARTICLE 11 CHANGES AND ALTERATIONS TO BUILDINGS BY TENANT 46
ARTICLE 12 DISCHARGE OF OBLIGATIONS; NO LIENS 48
ARTICLE 13 PROHIBITIONS ON USE OF DEVELOPMENT PARCEL 49
ARTICLE 14 LIMITATIONS OF LIABILITY 50
ARTICLE 15 MORTGAGES, MEZZANINE FINANCING, TRANSFERS, SUBLEASES,
ETC. 51
ARTICLE 16 EMINENT DOMAIN 62
ARTICLE 17 DAMAGE AND DESTRUCTION 65
ARTICLE 18 EVENTS OF DEFAULT 66
ARTICLE 19 LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS;
REIMBURSEMENT OF LANDLORD FOR AMOUNTS SO EXPENDED 72
ARTICLE 20 ARBITRATION 73
ARTICLE 21 NOTICES 75
ARTICLE 22 QUIET ENJOYMENT; COORDINATION; INGRESS AND EGRESS 77
ARTICLE 23 CERTIFICATES BY LANDLORD AND TENANT 77
ARTICLE 24 CONSTRUCTION OF TERMS AND MISCELLANEOUS 78
ARTICLE 25 REPRESENTATIONS AND WARRANTIES 84
ARTICLE 26 EQUAL OPPORTUNITY 87
ARTICLE 27 LIVING WAGE 87
ARTICLE 28 LEASEHOLD TITLE INSURANCE POLICY 88
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EXHIBIT "A"
EXHIBIT "B"
EXHIBIT "C"
EXHIBIT "D"
EXHIBIT "E"
EXHIBIT "F"
EXHIBIT "G"
EXHIBIT "H"
EXHIBIT "I"
FINAL VERSION)
EXHIBIT "J"
EXHIBIT "K"
SCHEDULE 1.87
SCHEDULE 2.1
SCHEDULE 2.2
SCHEDULE 15.3
SCHEDULE 23.2
LEGAL DESCRIPTION OF PARENT TRACT
LEGAL DESCRIPTION OF STADIUM PARCEL
LEGAL DESCRIPTION OF DEVELOPMENT PARCEL
SUB -PARCEL MAP
TITLE COMMITMENT REPORT
LIST OF PROHIBITED USES
LEGAL DESCRIPTION OF PUBLIC PARK PARCEL
INGRESS AND EGRESS EASEMENT AGREEMENT
CONSTRUCTION ADMINISTRATION AGREEMENT (PENDING
MEMORANDUM OF LEASE
FORM OF OWNER'S AFFIDAVIT
CONFIRMATION OF LEASE RENT COMMENCEMENT DATE
CONFIRMATION OF POSSESSION DATE
CONFIRMATION OF LEASE COMMENCEMENT DATE
FORM OF SUBLEASE NON -DISTURBANCE AND ATTORNMENT
AGREEMENT
FORM OF LANDLORD ESTOPPEL CERTIFICATE
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GROUND LEASE FOR MIAMI FREEDOM PARK COMMERCIAL DEVELOPMENT
THIS GROUND LEASE FOR MIAMI FREEDOM PARK COMMERCIAL
DEVELOPMENT (the "Lease" or "Agreement"), dated as of the Lease Commencement Date, is
made by and between the CITY OF MIAMI, a municipal corporation of the State of Florida, having
its principal office and place of business at 3500 Pan American Drive, Miami, Florida 33133
(hereinafter called the "City" or "Landlord"), and MIAMI FREEDOM PARK, LLC, a Delaware
limited liability company, having its principal office and place of business at 800 S. Douglas Road,
12th Floor, Coral Gables, Florida 33134 (hereinafter called "MFP" or "Tenant"). The City and
MFP shall sometimes be referred to herein collectively as the "Parties," and each, individually, as
a "Party". Capitalized terms used in this Lease, without being defined elsewhere herein, shall have
the meanings set forth in Article 1 hereof.
RECITALS:
WHEREAS, the City is the owner in fee simple of approximately 131.07 acres of land
adjacent to the City's Grapeland Park, which land is referred to herein as the entire "Parent
Tract," and is legally described in Exhibit "A"; and
WHEREAS, with respect to a portion of the Parent Tract, MFP, through the Stadium Lease
and a subsequent Sublease to IMS, has agreed to construct a first-class soccer stadium (the
"Stadium"), having a capacity of approximately 25,000 seats, and concession, entertainment and
retail areas, and amenities comparable with other recently constructed MLS stadiums with similar
capacity, in accordance with the Construction Administration Agreement (the "Soccer Stadium
Development") on an approximately twelve (12) acre parcel of land legally described on Exhibit
"B" hereto (the "Stadium Parcel"); and
WHEREAS, the Stadium Parcel portion of the Parent Tract, which will be the location of
the Soccer Stadium Development, will be governed by a separate lease between the City and MFP
(the "Stadium Lease"); and
WHEREAS, pursuant to this Agreement, the City has also agreed to lease to MFP another
portion of the Parent Tract consisting of sixty-one (61) acres legally described in Exhibit "C"
hereto (the "Development Parcel") in accordance with the terms hereof, which Development
Parcel will be the location of the Miami Freedom Park Commercial Development; and
WHEREAS, MFP, the City and IMS are simultaneously herewith entering into that certain
Construction Administration Agreement attached hereto as Exhibit "I", to govern, among other
things, the construction, completion, delivery and development of the Soccer Stadium
Development, Miami Freedom Park Commercial Development and Public Benefits, and to set
forth certain financial commitments of MFP related to certain agreed upon community benefits
(the "Construction Administration Agreement"); and
WHEREAS, overall, it is the City's intent to seek greater public use of the Parent Tract,
to derive additional revenue from the existing commercial uses on the Parent Tract, to obtain tax
revenues from the uses on the Parent Tract, and to stimulate economic activity in the City, while
ensuring that the City receives: (a) a financial return which meets or exceeds fair market value
through a minimum rent or gross revenue sharing; (b) taxes for the Stadium Parcel and
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Development Parcel; and (c) other community benefits; and, to that end, MFP has agreed to
develop and cause the construction and operation of the Project, at no cost to the City, in
accordance with the Construction Administration Agreement; and
WHEREAS, the City operates on the Parent Tract an 18-hole golf course managed by a
private operator pursuant to the terms of that certain Professional Services Agreement, dated June
1, 2004, as amended (the "PSA"), by and between the City and Delucca Enterprises, Inc. ("DE");
and
WHEREAS, on July 18, 2018, the City Commission passed Resolution R-18-0309,
authorizing the City Attorney to prepare an amendment to the Charter for consideration at the
election scheduled on November 6, 2018, proposing to amend the Charter to authorize the City
Commission to waive competitive bidding and, by a four -fifths (4/5th) affirmative vote, to lease
the Development Parcel and Stadium Parcel to MFP ("Charter Amendment"); and
WHEREAS, on November 6, 2018, the City's residents approved, by public referendum,
the Charter Amendment (the "Referendum"); and
WHEREAS, the City and MFP desire to enter into this Lease for the purpose of setting
forth their respective rights, covenants, obligations, and liabilities with respect to the lease of the
Development Parcel; and
WHEREAS, on , the City Commission passed Resolution
authorizing the execution of this Lease;
NOW, THEREFORE, the Parties mutually covenant and agree that this Lease is made
upon the agreements, terms, covenants and conditions hereinafter set forth below:
ARTICLE 1
CERTAIN DEFINED TERMS
The recitals above are incorporated herein by reference and fully adopted as if set forth
herein. In addition to other capitalized terms as defined in the introductory recitals or elsewhere
in this Lease, when used in this Lease, the terms set forth below shall be defined as follows:
1.1 "ADA" shall mean the American with Disabilities Act of 1990, as amended.
1.2 "Affiliate" shall mean, for any Person, any other Person that such Person Controls.
1.3 "Affiliate Lease Transaction" shall mean any Sublease, license, or other grant of
occupancy rights with respect to any portion of the Development Parcel between the Tenant and
an Affiliate of the Tenant.
1.4 "Aggregate Minimum Rent Payment" shall mean the sum of (i) Base Rent due
under this Lease, and (ii) Stadium Rent due under Stadium Lease, each as adjusted upward
pursuant to the terms of the respective leases.
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1.5 "Ancillary Agreements" shall mean the Construction Administration Agreement
and the Easement.
1.6 "Annual Rent" shall have the meaning ascribed to such term in Section 3.1.2.
1.7 "Anti -Bribery, Anti -Money Laundering and Anti -Terrorism Laws" shall mean
any and all Applicable Laws relating to anti -corruption, anti -bribery, terrorism, money laundering
or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Action of 2001, Public Law 107-56, as amended, and the Executive Order.
1.8 "Applicable Law(s)" shall mean any and all applicable laws, statutes, codes,
ordinances, rules, regulations, authorizations, orders, judgments, decrees, injunctions and other
requirements of any and all Governmental Agencies, now existing or hereafter enacted, adopted,
issued or amended from time to time, whether foreseen or unforeseen, ordinary or extraordinary,
which may be applicable to the Development Parcel and/or the Improvements or any part thereof,
including, but not limited to, the parking facilities surcharge as set forth in Chapter 35, Article X
of the Code (2021), as may be amended from time to time (which such surcharge shall be paid in
accordance with Chapter 35, Article X, Sec. 35-346 and Chapter 53, Article I, Sec. 53-1(c) of the
Code [2021], respectively).
1.9 "Approved Plans and Specifications" shall have the meaning ascribed to such
term in the Construction Administration Agreement.
1.10 "Approved Special Area Plan" shall have the meaning ascribed to such term in
the Construction Administration Agreement.
1.11 "Auditor" shall mean a nationally recognized accounting firm, employed at
Tenant's sole cost and expense, and approved in writing by the City Manager or his designee,
which approval shall not be unreasonably withheld, denied, or conditioned.
1.12 "Award" shall have the meaning ascribed to such term in Section 16.1.
1.13 "Bankruptcy Action" shall mean with respect to any Person (i) such Person filing
a voluntary petition under Bankruptcy Law; (ii) the filing of an involuntary petition against such
Person under Bankruptcy Law in which such Person colludes with, or otherwise assists; (iii) such
Person soliciting or causing to be solicited petitioning creditors for any involuntary petition against
such Person; (iv) the filing of an involuntary petition against such Person under Bankruptcy Law
which is not dismissed within 90 days after commencement; (v) such Person filing an answer
consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by
any other Person under the Bankruptcy Law; (vi) such Person consenting to or acquiescing in or
joining in an application for the appointment of a custodian, receiver, trustee, or examiner for such
Person or any portion of the Development Parcel; (vii) such Person making an assignment for the
benefit of creditors, or admitting, in writing or in any action, suit or proceeding, its insolvency or
inability to pay its debts as they become due; (viii) such Person generally not paying or being
unable to pay its debts as and when they become due and owing or admitting an inability to pay
its debts as and when they become due and owing; (ix) if a meeting of such Person is convened
for the purpose of considering any resolution for, or to petition for, winding -up or administration
or any resolution relating with respect thereto or with respect to any present, contemplated or future
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Bankruptcy Action, or if an order is issued for winding -up or administration, custodianship,
liquidation, winding -up, dissolution, or any other insolvency proceedings or Bankruptcy Action of
such Person; or (x) the taking of any action in furtherance of the foregoing.
1.14 "Bankruptcy Law" shall mean Title 11, United States Code, and any other or
successor state or federal statute relating to assignment for the benefit of creditors, appointment of
a receiver or trustee, bankruptcy, composition, insolvency, moratorium, reorganization, or similar
matters.
1.15 "Base Rent" shall mean Two Million Nine Hundred Eighty -Nine Thousand Two
Hundred Eighty -Six and No/100 Dollars ($2,989,286.00), as such figure may be adjusted pursuant
to Section 3.4. In the event of the termination of the Stadium Lease or the expiration of the term
thereof, the Base Rent payable by the Tenant under this Lease shall be adjusted upward to equal
the Aggregate Minimum Rent Payment.
1.16 `Beneficial Owner" shall have the meaning set forth under the Securities Exchange
Act of 1934, Rule 13d-3.
1.17 "Business Day" shall mean a day of the year that is not a Saturday, Sunday or Legal
Holiday.
1.18 "Calendar Year" shall mean the twelve (12) month period commencing on
January 1st and terminating on December 31' of each year.
1.19 "Capital Transaction" shall mean (A) an assignment of all of Tenant's interest in
this Lease, as to all or any portion of the Development Parcel, to another entity that is not
Controlled by Tenant or its Record Owners as of the date of such transaction; or (B) (i) a direct or
indirect sale, assignment or other transfer of all or part of the membership or other equity or
beneficial interests in Tenant or (ii) admission of new members or addition of other equity or
beneficial interests in Tenant, each of which result in (x) the Record Owners, collectively, not
owning (as of the date of such transaction) fifty percent (50%) or more of the membership or other
equity or beneficial interests in Tenant or (y) the Record Owners (as of the date of such transaction)
not exercising Control of the Tenant. A Capital Transaction shall not include (i) any assignment
of rents pursuant to any financing or refinancing related to the Project, (ii) any Sublease of any
portions of the Development Parcel by Tenant, (iii) any grant of any Leasehold Mortgage or other
liens to any Lender or any other third party as contemplated in Article 15 herein, (iv) any transfer
resulting from foreclosure or deed -in -lieu of foreclosure under a Leasehold Mortgage, (v) any
transfer resulting from any Mezzanine Financing (e.g., the pledge or hypothecation of Tenant's
direct or indirect equity or ownership interests [whether stock, partnership interest, beneficial
interest in a trust, membership interest or other interest of an ownership or equity nature] to secure
Mezzanine Financing), or (vi) the exercise of remedies by any Mezzanine Financing Source under
any security for Mezzanine Financing. The following costs and expenses shall be excluded when
calculating Tenant' s gross proceeds from a Capital Transaction: (i) any outstanding debt or loans
plus any accrued interest thereon from governmental, institutional, or other lenders owed by
Tenant and relating to, or encumbering, the Development Parcel, and (ii) all actual, third -party
out-of-pocket transaction costs directly related to such Capital Transaction, including legal and
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accounting fees and brokerage fees, documentary stamp taxes, and other verifiable governmental
taxes and fees (not including income taxes).
1.20 "Certificate of Occupancy" shall have the meaning ascribed to such term in the
Construction Administration Agreement.
3.3.
1.21 "Certificate of Payment" shall have the meaning ascribed to such term in Section
1.22 "Challenge" shall have the meaning ascribed to such term in Section 24.22.
1.23 "Charter" shall mean the Charter of the City of Miami, Florida.
1.24
to this Lease.
"Charter Amendment" shall have the meaning ascribed to such term in the recitals
1.25 "City" shall have the meaning ascribed to such term in the introductory paragraph
of this Lease.
1.26 "City Attorney" shall mean Victoria Mendez or her successor as City Attorney of
the City of Miami, Florida.
1.27 "City Commission" shall mean the City Commission of the City of Miami, Florida.
1.28 "City Manager" shall mean Arthur Noriega or his successor as City Manager of
the City, or other administrative head of the City's government.
1.29 "Claim" shall have the meaning ascribed to such term in Section 8.2(A).
1.30 "Code" shall mean the Code of Ordinances of the City of Miami, Florida, or any
other Governmental Agency having jurisdictional authority over the Development Parcel and
future development of the Development Parcel.
1.31 "Commencement of Construction" and "Commence(s) Construction" shall
have the meaning ascribed to such term in the Construction Administration Agreement.
1.32 "Community Benefits Payments" shall mean the Park Fund Contribution and the
Baywalk Contribution, as each is defined in the Construction Administration Agreement.
1.33 "Comparable Parking Rates" shall mean the highest rate for comparable parking
spaces for events held at professional sports facilities in South Florida or MLS stadiums.
1.34 "Completion of Construction" and "Complete Construction" shall have the
meaning ascribed to such term in the Construction Administration Agreement.
1.35 "Construction Administration Agreement" shall have the meaning ascribed to
such term in the recitals to this Lease.
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1.36 "Construction Rent" shall have the meaning ascribed to such term in Section
3.1.1.
1.37 "Control" means the possession, direct or indirect (through one or more
intermediaries), of the power or authority to direct or cause the direction of management, policies
or activities of a Person, whether through ownership or control of voting securities or beneficial
interests, by contract or otherwise. "Controls" and "Controlled" shall have correlative meanings.
1.38 "Cost to Cure" shall have the meaning ascribed to such term in Section 16.1.2.
1.39 "CPI" shall have the meaning ascribed to such term in Section 3.4.
1.40 "Days" or "days" shall mean, except as specifically set forth herein, that (i) any
period of time referred to in this Lease of five (5) days or less shall be considered as Business
Days; and (ii) any period of time referred to in this Lease of more than five (5) days shall be
considered as calendar days (unless specifically stated to the contrary), but if such period ends on
a day other than a Business Day, then such period shall automatically be extended until the next
Business Day.
1.41 "DE" shall have the meaning ascribed to such term in the recitals to this Lease.
1.42 "Default Notice" shall have the meaning ascribed to such term in Section 15.2(F).
1.43 "Default Rate" shall mean a per annum interest rate equal to the lesser of: (i) twelve
percent (12%); and (ii) the highest rate permitted by Applicable Law.
1.44 "Demanding Party" shall have the meaning ascribed to such term in Section
20.2(A).
1.45 "Development Concept" shall have the meaning ascribed to such term in the
Construction Administration Agreement.
1.46 "Development Parcel" shall have the meaning ascribed to such term in the recitals
to this Lease.
1.47 "Development Sub -Parcel" shall mean each of the sub -parcels identified on the
sub -parcel map attached hereto as Exhibit "D" (the "Sub -Parcel Map"), which generally sets
forth those sub -parcels of the Development Parcel on which development may occur pursuant to
the requirements of Applicable Law. Upon Subleasing any portion of the Development Parcel,
which Sublease delegates to such Subtenant the obligation to construct any Improvements and sets
forth a legal description for the Subleased parcel, MFP shall amend the Sub -Parcel Map to identify
such Subleased portion of the Development Parcel as a separate Development Sub -Parcel on the
Sub -Parcel Map; provided, however, if the Sublease includes multiple development parcels, then
each such development parcel shall be identified as a separate Development Sub -Parcel on the
Sub -Parcel Map. In addition, MFP shall amend the Sub -Parcel Map to reflect any changes to the
boundaries of the Development Sub -Parcels, as shown on the Sub -Parcel Map, in connection with
the Approved Special Area Plan and any amendments thereto.
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1.48 "Disqualified Person" shall mean any Person who, as of the time when the
applicable transaction occurs or approval or consent of the City Manager is requested: (i) has had
any criminal felony convictions within the immediately preceding ten (10) years; (ii) is named on
any Government List; (iii) is on the Scrutinized Companies with Activities in Sudan List, the
Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, Scrutinized
Companies that Boycott Israel List, or is engaged in any business operations in Cuba or Syria, as
those terms are used and defined pursuant to Sections 287.135, 215.473, and 215.4725, Florida
Statutes; (iv) is convicted of a Public Entity Crime or has been placed in the Convicted Vendors
List pursuant to Florida Statute 287.133 or a similar law, rule or regulation; (v) holds any position
in the City or on any board, trust, agency or other entity created by the City' s Charter or Code, or
otherwise has a conflict of interest pursuant to City Code Chapter 2, Article V, and Miami -Dade
County Code Section 2-11.1; (vi) is a Person who is prohibited by Applicable Law from doing
business with the City; (vii) shall have committed a material breach under any lease or other
written agreement with Landlord that is uncured; (viii) has been or remains debarred by any
federal, state, county, or City, any respective agency thereof, or public school district or special
district within the immediately preceding ten (10) years; (ix) has been subject to any voluntary or
involuntary bankruptcies or similar proceedings or has had past, present or pending any
bankruptcy, assignments for the benefit of creditors, appointment of a receiver for a substantial
portion of its assets, or similar actions, each within the past seven (7) years on projects or
businesses they have owned, operated, or controlled a substantial interest (i.e., ownership of twenty
percent (20%) or more of the entity stock or shares); or (x) has been determined to be not
Responsible as defined by Sections 18-73 and 18-95 of the City Code and by the laws of the State
of Florida within the immediately preceding ten (10) years.
1.49 "Easement" shall have the meaning ascribed to such term in Section 5.5(A).
1.50 "Encumbrances" shall mean any liens, covenants, interests, obligations,
restrictions, easements, encroachments, judgments, claims (including any litigation challenging
the City's authority to lease the Development Parcel to Tenant), mortgages or licenses, including,
without limitation, Impositions, fines, mechanic's liens and materialman's liens, of any kind or
nature affecting or attached to the Development Parcel together with all items set forth in the Title
Commitment Report attached to this Lease as Exhibit "E".
1.51 "Entitlements" shall have the meaning ascribed to such term in the Construction
Administration Agreement.
1.52 "Environmental Work" shall have the meaning ascribed to such term in the
Construction Administration Agreement.
1.53 "Escrow Agent" shall mean the City.
1.54 "Escrow Agreement" shall have the meaning ascribed to such term in Section 3.5.
1.55 "Event(s) of Default" shall have the meaning ascribed to such term in Section
18.1.
1.56 "Executive Order" shall mean Executive Order No. 13224 (Blocking Property and
Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism).
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1.57 "Extension Fee" shall mean the amount or amounts required to be paid in
connection with the extension of a deadline to Complete Construction as described in Section
5.4(B)(iii). An Extension Fee paid under the Construction Administration Agreement or this Lease
does not need to be paid twice.
1.58 "Extension Notice" shall have the meaning ascribed to such term in Section
5.4(B)(i).
1.59 "Extension Option" shall have the meaning ascribed to such term in Section
5.4(B).
1.60 "Facilities Maintenance Agreement" shall have the meaning ascribed to such
term in Section 15.7.1.
1.61 "Fee Estate" shall mean Landlord's fee simple interest in the Development Parcel,
including Landlord's reversionary interest, all subject to this Lease.
1.62 "Fee Mortgage" shall have the meaning ascribed to such term in Section 15.2(M).
1.63 "Force Majeure Event" shall mean any of the following events: (i) natural
disasters, such as named storms, fires, floods, freezes, earthquakes and pandemics (but, with
respect to pandemics, only if such pandemic results in a government order requiring the complete
cessation of activities on the Development Parcel), (ii) wars, terrorist acts, civil disturbances, riots,
revolts, insurrections, sabotage, commercial embargoes between countries, attacks, emergencies,
and hostilities, (iii) transportation disasters, be they maritime, railroad, air or land, (iv) fires or
explosions, or (v) any order from a Governmental Agency that requires the closure of all or a
material portion of Miami Freedom Park Commercial Development for reasons outside of the
reasonable control of the Tenant.
1.64 "Gambling" shall mean the act of playing or engaging in any game of cards, keno,
roulette, faro or other game of chance, at any place, by any device whatsoever, for money or any
other thing of value, including, without limitation, casinos and sports -betting (provided, however,
that Tenant shall not be responsible to monitor or prohibit personal online sports -betting that is
conducted by patrons on their personal smart phones or similar devices from which Tenant derives
no Gambling revenue).
1.65 "Government List" shall mean any list issued by a Governmental Agency of
individuals and/or entities engaged in terrorist activities, including, but not limited to, the
following: (i) list of Specially Designated Terrorists (SDTs) issued by OFAC pursuant to
Executive Order 12947; (ii) list of Specially Designated Global Terrorists (SDGTs) issued by
OFAC pursuant to the Executive Order; (iii) list of Foreign Terrorist Organizations (FTOs) issued
by the United States Secretary of State; and (iv) "convicted vendor list" as set forth in Section
287.133, Florida Statutes.
1.66 "Governmental Agency(ies)" shall mean all federal, state, county and municipal
governments, courts and other governmental and quasi -governmental authorities, and the
departments, bureaus, commissions, agencies, boards (including, without limitation, any
environmental protection, planning or zoning board), offices or instrumentalities of any nature
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whatsoever thereof, or any other body or bodies exercising similar functions, whether now or
hereafter in existence, having or acquiring jurisdiction over all or any part of the Development
Parcel or any aspect of the development or operation of the Miami Freedom Park Commercial
Development; provided, however, that such term shall include the City only in its municipal
capacity and not its proprietary capacity.
1.67 "Gross Revenue(s)" shall mean all revenue received directly by Tenant as rent or
other compensation from any Sublease and, without duplication, all revenue received directly by
Tenant from the use of the Miami Freedom Park Commercial Development, including, but not
limited to: (1) any revenue from any license or concession granted by Tenant to use any portion
of the Miami Freedom Park Commercial Development, (2) any revenue from advertising permitted
within the Miami Freedom Park Commercial Development, and (3) any parking revenue generated
from within the Miami Freedom Park Commercial Development. The phrase "Gross Revenue"
shall not include the following items: (A) the amount of any sales or excise tax levied upon any
rental revenue; (B) financing related to Tenant's use or development of the Miami Freedom Park
Commercial Development and loan proceeds deriving therefrom; (C) any equity investment
permitted under this Lease received by Tenant; (D) sale or assignment of the Lease, collection of
insurance proceeds (including proceeds derived from business interruption insurance), collection
of eminent domain proceeds, and monies that are collected for events that are done for charities
wherein the amounts collected are paid to the charitable sponsor or not -for -profit organizations;
(E) amounts received by Tenant as reimbursement of expenses and cost sharing (for example,
reimbursement of taxes, insurance, or utility bills or cost sharing arrangements with respect to the
maintenance of parking, roads, sidewalks, and landscaping); (F) any grants, subsidies, rebates,
credits or other similar benefits received by Tenant from any federal, state, regional, or local body,
agency, authority, department or organization; and (G) interest earned on Tenant's deposit
accounts, earnings or profits on Tenant's investments, interest income from loans or credit facilities
granted by Tenant and similar passive or investment income of Tenant related to Tenant's liquid
assets, investments, or loans/credit facilities granted by Tenant.
1.68 "Hard Costs" shall mean all costs and expenses paid by Tenant or its Affiliates or
Subtenants to third parties for supplies, materials, labor and profit with respect to the
Improvements and do not include engineering, architects' or attorneys' fees or other similar fees
or costs.
1.69 "Home Matches" shall have the meaning ascribed to such term in the Non -
Relocation Agreement.
1.70 "Hotel(s)" shall have the meaning ascribed to such term in the Construction
Administration Agreement.
1.71 "IMCF" or "Team" shall mean Inter Miami CF, LLC, a Delaware limited liability
company.
1.72 "Impositions" shall mean all taxes, including, but not limited to, ad valorem taxes,
non -ad valorem taxes, special assessments, sales taxes, intangible taxes and other charges,
impositions, assessments, fees or any other levies by any Governmental Agency or other entity
with appropriate jurisdiction and any and all liabilities (including interest, fines, penalties or
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additions) with respect to the foregoing. The term "Impositions" shall include, without limitation,
franchise fees, excises, license and permit fees, levies, charges and taxes (including ad valorem
real estate taxes on the land under the Development Parcel and/or on the Improvements), personal
property taxes, bed taxes, sales taxes, fire fees and parking surcharges of any kind now or hereafter
enacted, whether general or special, ordinary or extraordinary, foreseen or unforeseen, any of
which is properly levied against the Development Parcel and/or Improvements or the uses thereon.
1.73 "Improvements" or "Leasehold Improvements" shall mean the Hotel and
Office/Retail Project and any other buildings constructed (or to be constructed) on the
Development Parcel, and other structures, facilities or amenities, and all related infrastructure,
installations, fixtures, equipment, utilities, site -work and other improvements existing or to be
developed upon the Development Parcel.
1.74 "IMCF" shall mean Inter Miami CF, LLC, a Delaware limited liability company.
1.75 "IMS" shall mean Inter Miami Stadium, LLC, a Delaware limited liability
company.
1.76 "IMSH" shall mean Inter Miami Soccer Holdings, LLC, a Delaware limited
liability company.
1.77 "Indemnified Environmental Matters" shall have the meaning ascribed to such
term in Section 8.2(B).
1.78 "Initial Term" shall have the meaning ascribed to such term in Section 2.2(A).
1.79 "Initial Threshold" shall mean the point in time when Tenant certifies in writing
to Landlord (with confirmatory documentation) that Tenant or its Affiliates or Subtenants have (i)
expended no less than Twenty Million Dollars ($20,000,000) in Hard Costs in connection with the
Public Benefits, (ii) commenced vertical construction of the Soccer Stadium Development and
delivered to Landlord a good and sufficient payment and performance bond assuring completion
of the Soccer Stadium Development, and (iii) delivered to Landlord a good and sufficient payment
and performance bond assuring completion of the Environmental Work.
1.80 "Insured Property" shall have the meaning ascribed to such term in Section 8.1.1.
1.81 "Interest" shall have the meaning ascribed to such term in Section 24.12.
1.82 "Landlord" shall have the meaning ascribed to such term in the introductory
paragraph of this Lease.
1.83 "Landlord Default" shall have the meaning ascribed to such term in Section 18.5.
1.84 "Landlord Indemnified Parties" shall have the meaning ascribed to such term in
Section 8.2(A).
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1.85 "Lease" or "Agreement" shall have the meaning ascribed to such term in the
introductory paragraph of this Lease, and includes all exhibits and schedules thereto and all
amendments, supplements, addenda or renewals thereof.
1.86 "Lease Commencement Date" shall mean that date on which the City confirms in
writing that it has received from Tenant the Security Deposit and that the Lease has been properly
executed and delivered by the Parties.
1.87 "Lease Rent Commencement Date" shall mean the date that is the earliest to occur
of (i) the date on which Tenant or IMS receives a Certificate of Occupancy for the Soccer Stadium
Development; (ii) the deadline set forth in Section 2.10(B) of the Construction Administration
Agreement to Complete Construction of the Soccer Stadium Development; and (iii) the date on
which Tenant receives a Certificate of Occupancy for any buildings to be constructed on the
Development Parcel, excluding any sales, maintenance or similar facilities controlled by Tenant
or its Affiliates. Promptly after the occurrence of the Lease Rent Commencement Date, the Parties
shall execute a Confirmation of Lease Rent Commencement Date in form and substance
substantially similar to the form attached hereto as Schedule 1.87.
1.88 "Lease Year" shall refer to each twelve (12) month period running from the Lease
Commencement Date and each anniversary thereof. If the Lease Commencement Date does not
fall on the first day of a month, then the first Lease Year will begin on the first day of the month
following the month of the Lease Commencement Date, and each subsequent Lease Year shall
commence on the anniversary thereof.
1.89 "Leased Fee Value" shall mean the fair market value of the Fee Estate, considered
as if unimproved and subject to this Lease.
1.90 "Leasehold Estate" shall mean Tenant's leasehold estate created by this Lease,
including all of Tenant's rights and privileges under this Lease.
1.91 "Leasehold Mortgage" or "Mortgage" shall mean a mortgage or mortgages (or
other similar security agreements) of Tenant' s leasehold interest hereunder (or Subtenant' s
subleasehold interest, as applicable), and shall be deemed to include any mortgage or trust
indenture under which Tenant's (or Subtenant's, as applicable) interest in this Lease (or Sublease,
as applicable) shall have been encumbered, as the same may be increased, decreased, amended,
modified, renewed, extended, restated, assigned (wholly or partially), collaterally assigned, or
supplemented from time to time, unless and until paid, satisfied and discharged of record.
1.92 "Leasehold Mortgagee" shall mean the holder of a Leasehold Mortgage, as
permitted by this Lease and the successors or assigns of such holder, mortgagee or beneficiary,
and shall be deemed to include the trustee under any such trust indenture and the successors or
assigns of such trust or other collateral agent designated in relation thereto.
1.93 "Legal Holiday" shall mean any day on which the City' s administrative offices are
closed for business.
1.94 "Lender" shall mean Leasehold Mortgagee and/or Mezzanine Financing Source.
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1.95 "List of Proposed Arbitrators" shall have the meaning ascribed to such term in
Section 20.2(B).
1.96 "Mas Family" shall mean (i) Jorge Mas or Jose Mas, (ii) any entity owned and
Controlled by either Jorge Mas or Jose Mas, or (iii) any trust Controlled by Jorge Mas or Jose Mas
or their respective spouse or lineal heirs or a trustee and established for the benefit of Jorge Mas,
Jose Mas or their respective spouse or lineal heirs.
1.97 "Material Change(s)" shall have the meaning ascribed to such term in the
Construction Administration Agreement.
1.98 "Mezzanine Financing" shall mean a loan or equity investment made by the
Mezzanine Financing Source to provide financing or capital for the Project or any portion thereof,
which shall be subordinate to the first Leasehold Mortgage or other secured lender and may be
secured by, inter alia, a mortgage and/or a pledge of any direct or indirect equity or other
ownership interests in Tenant or a Subtenant or structured as a preferred equity investment with
"mezzanine style remedies," the exercise of which would result in a change of Control.
Notwithstanding the foregoing, if a Leasehold Mortgagee takes the pledge of any direct or indirect
equity or other ownership interests in Tenant or a Subtenant as additional collateral to secure a
loan made by such Leasehold Mortgagee to Tenant or a Subtenant (i.e., in addition to a Leasehold
Mortgage), then, for purposes of this Lease, the Leasehold Mortgagee shall have the rights of a
Mezzanine Financing Source provided herein with respect to such pledge.
1.99 "Mezzanine Financing Source" shall mean one or several lenders, other providers
of debt financing or preferred equity investors providing Mezzanine Financing for the construction
or development of any portion of the Project, or any trustee or collateral agent acting for their
benefit.
1.100 "Miami Freedom Park Commercial Development" shall mean the Hotel and the
Office/Retail Project.
1.101 "Miami Freedom Park Commercial Development Component" shall mean any
component of the Miami Freedom Park Commercial Development.
1.102 "MFP" shall have the meaning ascribed to such term in the introductory paragraph
of this Lease.
1.103 "MLS" shall mean Major League Soccer, a men's professional soccer league
sanctioned by the United States Soccer Federation.
1.104 "Monetary Default" shall have the meaning ascribed to such term in Section
18.1(A).
1.105 "New Tenant" shall have the meaning ascribed to such term in Section 15.2(1).
1.106 "New Title Matters" shall have the meaning ascribed to such term in Section 28.2.
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1.107 "No Further Action Determination" or "NFA Determination" or "NFA" shall
have the meaning ascribed to such term in the Construction Administration Agreement.
1.108 "Non -Demanding Party" shall have the meaning ascribed to such term in Section
20.2(A).
1.109 "Non -Disturbance Agreement" shall have the meaning ascribed to such term in
Section 15.3(C).
1.110 "Non -Party Affiliates" shall have the meaning ascribed to such term in Section
24.19.
1.111 "Non -Relocation Agreement" shall mean that certain Non -Relocation Agreement
by and between the City, IMCF and MFP executed contemporaneously herewith.
18.1.
1.112 "Nonmonetary Default" shall have the meaning ascribed to such term in Section
1.113 "Notice" shall have the meaning ascribed to such term in Section 21.2.
1.114 "Notice of Non -Payment of Imposition" shall have the meaning ascribed to such
term in Section 19.1.
1.115 "OFAC" shall mean the Office of Foreign Assets Control.
1.116 "Office/Retail Project" shall have the meaning ascribed to such term in the
Construction Administration Agreement.
1.117 "Option" or "Options" shall have the meaning ascribed to such term in Section
1.118 "Parent Tract" shall have the meaning ascribed to such term in the recitals to this
1.119 "Park Site Development" shall have the meaning ascribed to such term in the
Construction Administration Agreement.
1.120 "Park Site Development Completion" shall have the meaning ascribed to such
term in the Construction Administration Agreement.
1.121 "Parking" shall have the meaning ascribed to such term in Section 7.
1.122 "Partial Taking" shall have the meaning ascribed to such term in Section 16.1.2.
1.123 "Partial Taking Termination Date" shall have the meaning ascribed to such term
in Section 16.3.
1.124 "Parties" or "Party" shall have the meaning ascribed to such term in the
introductory paragraph of this Lease.
2.2(B).
Lease.
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1.125 "Percentage Rent" shall have the meaning ascribed to such term in Section 3.1.2.
1.126 "Permit" shall have the meaning ascribed to such term in the Construction
Administration Agreement.
1.127 "Permitted Uses" shall mean the Hotel(s) and Office/Retail Project, and those uses
permitted by the Approved Special Area Plan or otherwise approved in writing by the City
Manager, to the extent not in violation of the Charter Amendment or Referendum.
1.128 "Person" shall mean any individual, corporation, partnership, joint venture, limited
liability or other company, association, estate, trust, firm, unincorporated association, other legal
entity or investment enterprise, any Governmental Agency, and any fiduciary acting in such
capacity on behalf of any of the foregoing.
1.129 "Personal Property" shall mean any and all items of personal property which are:
(i) located on the Development Parcel and/or the Improvements but not permanently attached
thereto and incorporated therein; and (ii) any and all trade fixtures (i.e., fixtures which can be
removed without permanently defacing or materially injuring any of the Improvements) located
on the Development Parcel and/or the Improvements.
1.130 "Phase" shall have the meaning ascribed to such term in the Construction
Administration Agreement.
1.131 "Phase 1" shall have the meaning ascribed to such term in the Construction
Administration Agreement.
1.132 "Phase 2" shall have the meaning ascribed to such term in the Construction
Administration Agreement.
1.133 "Phase 3" shall have the meaning ascribed to such term in the Construction
Administration Agreement.
1.134 "PLL Insured Matters" shall have the meaning ascribed to such term in Section
8.1.2(C).
1.135 "PLL Policy" shall have the meaning ascribed to such term in Section 8.1.2(C).
1.136 "PILOT" shall have the meaning ascribed to such term in Section 4.6.
1.137 "Pollution Conditions" shall have the meaning ascribed to such term in Section
8.2(B).
1.138 "Possession Date" shall mean the later of (i) the date on which Tenant has received
a final non -appealable order approving the Special Area Plan and (ii) the date on which DE shall
have vacated the Parent Tract. Notwithstanding the foregoing, but without limiting the terms of
Section 24.18 herein, Tenant shall have the right to accept possession of the Development Parcel
subject to DE's occupancy of the Parent Tract after Tenant has received a final non -appealable
order approving the Special Area Plan by delivering written notice to Landlord of the foregoing
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within nine (9) months of the date thereof, and the date on which such notice is delivered by Tenant
to Landlord shall be deemed to be the Possession Date; provided, however, if DE has not vacated
the Parent Tract within nine (9) months following the date on which Tenant receives the final non -
appealable order approving the Special Area Plan and Tenant has not elected to accept possession
of the Development Parcel subject to DE's occupancy of the Parent Tract as permitted in this
Section 1.138, either Party may terminate this Lease by providing written notice thereof to the
other within thirty (30) days following the expiration of such nine (9) month period, in which event
the Security Deposit shall be returned to Tenant and neither Party shall have any further rights or
obligations hereunder. If neither Party shall elect to so terminate this Lease within such thirty (30)
days, each Party shall be deemed to have waived such right.
1.139 "Prohibited Uses" shall mean those listed on Exhibit "F".
1.140 "Project" shall have the meaning ascribed to such term in the Construction
Administration Agreement.
1.141 "Proposed Arbitrators" shall have the meaning ascribed to such term in Section
20.2(B).
1.142 "PSA" shall have the meaning ascribed to such term in the recitals to this Lease.
1.143 "Public Benefits" shall have the meaning ascribed to such term in the Construction
Administration Agreement.
1.144 "Public Infrastructure" shall have the meaning ascribed to such term in the
Construction Administration Agreement.
1.145 "Public Park Parcel" or "Park" shall mean the property intended for the
development of a public park and legally described in Exhibit "G".
1.146 "Record Owners" shall mean (i) any equity holder of Tenant, and any Beneficial
Owner thereof, at the time of commencement of vertical construction of Phase 1, or (ii) if a Capital
Transaction has occurred, any equity holder of Tenant, and any Beneficial Owner thereof,
immediately following such Capital Transaction.
1.147 "Referendum" shall have the meaning ascribed to such term in the recitals to this
Lease.
1.148 "Release" shall have the meaning ascribed to such term in the Construction
Administration Agreement.
1.149 "Repairs" shall have the meaning ascribed to such term in Section 10.1(A)(vi).
1.150 "Rent" shall mean Annual Rent or Construction Rent, as applicable, and any other
additional rent or sums of any kind or nature owing or which may be owing from Tenant to
Landlord pursuant to the provisions of this Lease.
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1.151 "Sanctioned Country" shall mean any country or territory subject to
comprehensive Sanctions (as of the Lease Commencement Date and without limitation, Cuba,
Iran, North Korea, Syria, and the Crimea region of Ukraine).
1.152 "Sanctions" shall mean economic sanctions administered by OFAC, the U.S.
Department of State, or any other applicable economic sanctions authority.
1.153 "SAP Approval" shall have the meaning ascribed to such term in the Construction
Administration Agreement.
1.154 "SAP Excusable Delays" shall have the meaning ascribed to such term in the
Construction Administration Agreement.
1.155 "SAP Extended Deadline" shall have the meaning ascribed to such term in the
Construction Administration Agreement.
1.156 "SAP Initial Deadline" shall have the meaning ascribed to such term in the
Construction Administration Agreement.
1.157 "SAP Outside Deadline" shall have the meaning ascribed to such term in the
Construction Administration Agreement.
1.158 "Secured Indebtedness" shall have the meaning ascribed to such term in Section
15.2(C).
1.159 "Security Deposit" shall mean the sum of Two Million Nine Hundred Eighty -Nine
Thousand Two Hundred Eighty -Six and No/100 Dollars ($2,989,282.00).
1.160 "Signage" shall mean all signage (whether permanent or temporary) in or on the
Development Parcel, including scoreboards, digital displays, jumbotron or other replay screens,
banners, fascia boards, displays, message centers, advertisements, digital displays, and marquee
signs, and other signs.
1.161 "Soccer Stadium Development" shall have the meaning ascribed to such term in
the recitals to this Lease.
1.162 "Special Area Plan" shall have the meaning ascribed to such term in the
Construction Administration Agreement.
1.163 "Stadium" shall have the meaning ascribed to such term in the recitals to this
Lease.
1.164 "Stadium Lease" shall have the meaning ascribed to such term in the recitals to
this Lease.
1.165 "Stadium Parcel" shall have the meaning ascribed to such term in the recitals to
this Lease.
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1.166 "Stadium Rent" shall mean the amount of rent payable by Tenant under the
Stadium Lease.
1.167 "Sublease" shall have the meaning ascribed to such term in Section 15.3(A).
1.168 "Sub -Parcel Map" shall have the meaning ascribed to such term in Section 1.47.
1.169 "Subtenant" shall have the meaning ascribed to such term in Section 15.3(A).
1.170 "Taking" shall have the meaning ascribed to such term in Section 16.1.
1.171 "Temporary Taking" shall have the meaning ascribed to such term in Section
16.5.
1.172 "Tenant" shall have the meaning ascribed to such term in the introductory
paragraph of this Lease and any successor or assignee permitted under the terms of this Lease.
1.173 "Term" or "Lease Term" shall have the meaning ascribed to such term in Section
2.2(B).
1.174 "Title Commitment Report" means that certain leasehold owner' s title insurance
commitment with respect to the Development Parcel prepared by the Title Company bearing
number 21093394 and having an effective date of at and attached
hereto as Exhibit "E".
1.175 "Title Company" shall mean Old Republic National Title Insurance Company.
1.176 "Total Taking" shall have the meaning ascribed to such term in Section 16.1.1.
1.177 "Unavoidable Delays" shall have the meaning ascribed to such term in the
Construction Administration Agreement.
16.1.2.
1.178 "Unmitigated Damages" shall have the meaning ascribed to such term in Section
1.179 "Utility Facilities" shall have the meaning ascribed to such term in Section 9.4.2.
1.180 "Work" shall mean all work to be performed by Tenant under this Lease, including
any repairing, restoring, removing, or replacing of the Improvements or Public Benefits.
ARTICLE 2
DEVELOPMENT PARCEL, GENERAL TERMS OF LEASE AND SURRENDER
2.1 Lease of the Development Parcel.
(A) Upon and subject to the conditions and limitations set forth in this Lease
and any of the Ancillary Agreements, and all other agreements incorporated herein, and for and in
consideration of the rents, covenants, agreements specified herein and the rights reserved unto
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MIADOCS 23952787 4
Landlord, its successors and assigns set forth herein, Landlord does hereby lease and demise unto
Tenant, and Tenant does hereby take and hire, the Development Parcel, to have and to hold the
same unto Tenant, for the Term. Tenant hereby acknowledges, agrees and accepts that Landlord
has not conducted, and will not conduct, any title or survey review of the Development Parcel, and
that Tenant shall accept any and all title and survey matters relating to the Development Parcel in
their current "as -is" condition, including, without limitation, all matters set forth in the Title
Commitment Report and all recorded Encumbrances, but without limiting the terms and conditions
set forth in Article 28. Subject to the foregoing, on the Possession Date, Landlord shall deliver
exclusive possession of the Development Parcel to Tenant, at which time Tenant shall take
possession thereof. Promptly after the occurrence of the Possession Date, the Parties shall execute
a Confirmation of Possession Date in form and substance substantially similar to the form attached
hereto as Schedule 2.1.
(B) Tenant shall have the right to construct, or contract with others to cause
construction of, the Improvements in a manner consistent with the Development Concept and in
accordance with the Construction Administration Agreement. From and after the Possession Date,
Tenant shall have the right to relocate easements and utility lines within the Parent Tract, including
the Development Parcel, at Tenant's expense, if necessary for the development of the Development
Parcel, such relocation to be done with the consent and cooperation of Landlord, not to be
unreasonably withheld, conditioned or delayed, and subject to the consent of the applicable utility
company or other party in whose favor such easement runs (which consent shall be obtained by
Tenant).
2.2 Term of Lease.
(A) Initial Term. The initial term of this Lease shall commence on the Lease
Commencement Date and terminate on the last day of the thirty-ninth (39th) Lease Year following
the Lease Commencement Date, unless earlier terminated as provided for herein (the "Initial
Term"). Promptly after the occurrence of the Lease Commencement Date, the Parties shall execute
a Confirmation of Lease Commencement Date in form and substance substantially similar to the
form attached hereto as Schedule 2.2.
(B) Renewal Options. Provided that (i) there exists no Event of Default as of
the time of Tenant giving notice under this Section 2.2(B) or at the time of commencement of an
Option, (ii) Tenant or IMS has received a Certificate of Occupancy for the Soccer Stadium
Development prior to the Tenant giving notice under this Section 2.2(B), (iii) MFP has achieved
Park Site Development Completion prior to the Tenant giving notice under this Section 2.2(B),
and (iv) Tenant has completed the Environmental Work (and, to the extent not included in the
definition of Environmental Work, obtained the NFA), prior to the Tenant giving notice under this
Section 2.2(B), Tenant shall have the right to exercise two (2) options (each an "Option" and
collectively, the "Options") to extend the Initial Term, the first Option for a period commencing
upon the conclusion of the Initial Term and ending on the last day of the sixty-ninth (69th) Lease
Year and the second Option for a period beginning upon the conclusion of the first Option and
ending on the last day of the ninety-ninth (99th) Lease Year. Tenant shall provide written notice
to Landlord that it is exercising the first Option (i) no later than five hundred seventy (570) days,
and (ii) no earlier than nine hundred thirty-five (935) days prior to the expiration of the Initial
Term; and may exercise the second Option by providing written notice to Landlord that it is
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MIADOCS 23952787 4
exercising the second Option (i) no later than five hundred seventy (570) days, and (ii) no earlier
than nine hundred thirty-five (935) days prior to the expiration of the first Option. If Tenant fails
to give written notice of the exercise of any Option within the foregoing required notice periods,
Tenant' s right to exercise such Option shall automatically be deemed to have been exercised and
this Lease shall remain binding upon Tenant during the subject Option term (provided that the
conditions to Tenant's rights to the Option specified above in this Section 2.2(B) shall have been
satisfied (or waived in writing by the City)). Any such notice by Tenant of its exercise of any
Option or election not to exercise such Option or deemed exercise of such Option shall be final
and irrevocable by Tenant. If Tenant provides notice to Landlord of its election not to exercise
such Option(s) in accordance with this Section 2.2(B), Tenant shall lose all such Option(s) and
waives all right to renew and shall have no recourse against Landlord for such loss. If Tenant does
not exercise such Option(s) in accordance with this Section 2.2(B), but does exercise the option to
renew the Stadium Lease, the Base Rent under this Lease shall be added to the rent due under the
Stadium Lease and the sum of the two shall become an obligation thereunder. During any such
Option term, the terms, covenants and conditions of this Lease shall remain unmodified and in full
force and effect, except for any options that have been previously exercised (all of which expire
upon exercise or lapse of any such option) and any such terms, covenants or conditions that are no
longer applicable. The Initial Term plus the term of any Option exercised shall collectively be
referred to in this Lease as the "Term" or the "Lease Term".
(C) Tenant's Right to Terminate. In addition to any other rights Tenant has
hereunder, Tenant shall have the right to terminate this Lease if (i) as of the date that is twenty-
four (24) months after the Lease Commencement Date, SAP Approval has not occurred, or (ii)
within thirty (30) days following the Possession Date, DE has failed to vacate the Parent Tract, or
(iii) as of the date that is thirty six (36) months after Lease Commencement Date, Tenant or IMSH
have not received the Entitlements for the Soccer Stadium Development; provided, however, that
Tenant may not terminate this Lease as aforesaid unless it simultaneously therewith terminates the
Stadium Lease. Tenant must exercise its rights pursuant to this Section 2.2(C) by delivering
written notice to the Landlord of such exercise within sixty (60) days after the date on which the
applicable deadline expires. In such event, (i) Tenant shall ensure that all areas of the Parent Tract
that were disturbed as a result of Tenant's activities are capped with clean fill or other material in
accordance with Environmental Law, and with respect to stormwater management, the areas of the
Parent Tract that are disturbed shall be restored to the substantial equivalent of their pre -
disturbance condition in accordance with Environmental Law, and (ii) this Lease shall terminate
fifteen (15) days following Landlord's receipt of written notice of termination from Tenant (in
which case, any and all construction materials located on the Development Parcel and not
incorporated therein may be removed by Tenant within thirty (30) days thereafter and retained by
Tenant). In the event that Tenant terminates this Lease in accordance with the provisions of this
Section 2.2(C), and Tenant has commenced vertical construction of any individual building which
constitutes a portion of the Improvements, then if requested by Landlord: (i) Tenant shall demolish
the partially constructed building(s), (ii) Tenant shall restore the remainder of the Development
Parcel upon which the applicable partially constructed building is located to its condition
substantially equivalent to its condition as of the Lease Commencement Date, (iii) Tenant shall
assign to Landlord, if necessary, any payment and performance bonds and any warranties
pertaining to the partially constructed building, but only to the extent assignable, (iv) Tenant shall
remove of record any liens, if any, against the Fee Estate, (v) Tenant shall obtain releases and lien
waivers from all suppliers of labor and/or materials with respect to any work completed prior to
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MIADOCS 23952787 4
the date of termination, and (vi) Tenant shall ensure that all areas of the Parent Tract that were
disturbed as a result of Tenant's activities are capped with clean fill or other material in accordance
with Environmental Law, and with respect to stormwater management, the areas of the Parent
Tract that are disturbed shall be restored to the substantial equivalent of their pre -disturbance
condition in accordance with Environmental Law. Provided that Tenant satisfies its obligations
under the immediately preceding sentence, Landlord will release the Security Deposit and, to the
extent unrelated to any partially complete work on the Parent Tract, any and all bonds, including
any payment and performance bonds, provided in connection with the Improvements. In the event
Tenant shall terminate this Lease pursuant to the provisions of this Section, Tenant shall be
obligated to terminate any Sublease, license, concession, or other grant of other similar occupancy
rights with respect to the Development Parcel in effect as of the date of Tenant' s termination of
this Lease.
(D) Expiration or Termination/Surrender. At the expiration or earlier
termination of the Term: (a) the Development Parcel shall revert to Landlord; (b) subject to any
applicable Non -Disturbance Agreements executed by Landlord, Tenant shall demolish all or such
portion of the Improvements thereon as Landlord may request in writing before the expiration or
earlier termination of the Lease; (c) Tenant shall deliver the balance of the Improvements and the
Development Parcel to Landlord as maintained in the condition required under this Lease,
reasonable wear and tear excepted; (d) all Improvements remaining on the Development Parcel
(except Tenant' s or any Subtenant' s Personal Property) shall become the property of Landlord at
no cost or expense to Landlord; and (e) Tenant shall execute such deeds, assignments, bills of sale
or other documents or instruments as reasonably required by Landlord to transfer all of the Miami
Freedom Park Commercial Development and related items back to Landlord.
(E) Landlord Rights Upon Holding Over. At the expiration of the Term, or
any earlier termination of this Lease, Tenant shall yield up immediate possession of the
Development Parcel and the Improvements to Landlord. In the event that Tenant fails to do so,
then in addition to such other rights and remedies as Landlord may have, Tenant shall pay to
Landlord for the whole time such possession is withheld beyond the date of expiration or
termination of this Lease, a sum per day equal to One Hundred Fifty Percent (150%) times 1/365th
of the Rent paid or payable to the Landlord for the immediately preceding Lease Year. Such
payment shall not, however, be deemed to grant further possessory rights to Tenant.
(F) Force Majeure Event. A Force Majeure Event shall not be applicable to
Tenant's obligations (i) to pay Rent and Impositions and all other amounts due to Landlord under
this Lease, (ii) to surrender the Development Parcel at the end of the Lease Term, (iii) to maintain
insurance, (iv) to comply with its representations and warranties under this Lease, (v) to commence
and complete construction within the deadlines set forth in the Construction Administration
Agreement, or (vi) to obtain SAP Approval by the applicable deadline set forth in the Construction
Administration Agreement. Subject to the foregoing, if a Force Majeure Event shall occur, the
Party obligated to perform under this Lease shall be entitled to an extension of time equal to the
amount of time of such Force Majeure Event, so long as such Party shall, as soon as reasonably
practicable, give notice to the other Party in writing of the causes thereof, articulating the measures
the non -performing or delayed Party intends to take to mitigate such Force Majeure Event. Neither
Party shall be liable for loss or damage, or deemed to be in default hereof, due to any such Force
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Majeure Event. For avoidance of doubt, the Tenant may not claim both an Unavoidable Delay
and a Force Majeure Event related to the same facts and circumstances.
ARTICLE 3
RENT
3.1 Annual Rent.
3.1.1 Rent During Construction Period. During the period commencing on the
Possession Date to, but not including, the Lease Rent Commencement Date, Tenant covenants and
agrees to pay to Landlord each Lease Year rent in the amount of Four Hundred Twenty -Five
Thousand and No/100 Dollars ($425,000.00) (the "Construction Rent").
3.1.2 Rent after Construction Period. Commencing on the Lease Rent
Commencement Date through the end of the Term, Tenant covenants and agrees to pay to Landlord
each Lease Year rent (the "Annual Rent") equal to the greater of: (i) Base Rent; or (ii) five percent
(5%) of all Gross Revenues (the "Percentage Rent"). Computation of the amount of Percentage
Rent specified herein shall be made separately with regard to each Lease Year, it being understood
and agreed that the calculation of the Gross Revenues of any Lease Year and the Percentage Rent
due thereon shall have no bearing on, or connection with, the Gross Revenues of any other Lease
Year.
3.2 Payment of Construction Rent and Base Rent. Commencing on the Possession
Date (as to Construction Rent) and on the Lease Rent Commencement Date (as to Base Rent), and
thereafter on the first day of each quarter of each Lease Year, Tenant shall pay the Construction
Rent and Base Rent to Landlord in advance in lawful United States currency in equal quarterly
installments equal to one-fourth (1/4) of the Construction Rent or Base Rent, as applicable, for that
Lease Year. If the Possession Date or the Lease Rent Commencement Date, as applicable, occurs
on a day other than the first day of a quarter, the Construction Rent or the Base Rent, as applicable,
for the period from such date until the first day of the following quarter shall be prorated
accordingly. The Rent shall be payable to City of Miami Depailinent of Finance, Attn: Treasury
Management/Receipts, 444 SW 2nd Avenue, 6th Floor, Miami, FL 33130, or at such other place
and to such other person as Landlord may from time to time designate in writing, as set forth
herein.
3.3 Percentage Rent Calculated for Final Determination. On or before March 30th
of each Calendar Year, Tenant shall deliver to the City an audited statement in accordance with
Section 3.9 below, prepared by the Auditor, that includes (i) a calculation of Gross Revenues for
the immediately preceding Calendar Year and a calculation of the amount payable, if any, to the
Landlord pursuant to Section 3.1 for the immediately preceding Calendar Year (the "Certificate
of Payment"), and (ii) payment for the amount payable (if any) to the Landlord as set forth in the
Certificate of Payment, together with any applicable sales or other tax thereon.
3.4 Adjustment of Base Rent Payment.
(A) Commencing with the Lease Year after the date on which the Lease Rent
Commencement Date occurs and for each additional anniversary thereafter, the Base Rent amount
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will be adjusted by the percentage increase from the prior year in the annual National Consumer
Price Index ("CPI") for all Wage Earners & Clerical Workers, U.S. City Average (All items: 1982-
84=100) issued by the U.S. Depailment of Labor, Bureau of Labor Statistics or any successor
agency of the United States that shall issue indices or data of similar type; provided, however, that:
(i) in no event shall such adjustment result in a decrease in the Base Rent and (ii) no such increase
shall be less than two percent (2%) or more than four percent (4%) than the Base Rent applicable
for the preceding Lease Year. If the Base Rent payable by Tenant for the period between the Lease
Rent Commencement Date and the first day of the following quarter was prorated pursuant to
Section 3.2, the adjustment of Base Rent for the next Lease Year shall be made as if there has been
no such proration.
(B) If any such CPI adjustment is to be made, then Landlord shall notify the
Tenant in writing of the amount of the adjusted Base Rent amount for the applicable Lease Year
commencing on the date of the adjustment, and if Landlord fails to so notify the Tenant prior to
the commencement of such Lease Year, Tenant shall continue paying the previously applicable
Base Rent amount until such time as notification in writing of the appropriate adjustment in the
Base Rent amount, and within thirty (30) days thereafter, Tenant shall pay Landlord any deficiency
in the Base Rent amount otherwise paid by Tenant prior to such notification. If CPI is discontinued
during the Term and there is no successor index, "CPI" shall mean such other index as Landlord
shall reasonably determine as replacing such index.
3.5 Security Deposit. Tenant shall deliver the Security Deposit to Escrow Agent by
wire transfer simultaneously with its execution of this Lease. The Security Deposit shall provide
security for the faithful performance by Tenant of all of the provisions of this Lease to be
performed or observed by Tenant. Any Security Deposit held by Escrow Agent shall be held in
accordance with an Escrow Agreement in form and substance to be agreed upon by the Parties (the
"Escrow Agreement"). The Escrow Agreement shall be executed by Landlord, Tenant and
Escrow Agent simultaneously with the execution of this Lease. The Escrow Agreement shall
remain in effect for so long as this Lease remains in effect. Alternatively, the Tenant may provide
the Security Deposit (and, if applicable, substitute the amount held pursuant to the Escrow
Agreement) for an unconditional letter of credit issued by a financial institution satisfactory to the
Landlord.
3.6 Default Interest. If any Rent or other amount is not paid when due and payable,
subject to any applicable notice and cure period, then such unpaid Rent or other sums shall bear
interest at the Default Rate from and after the date when same became due and payable (without
regard to any cure period) until the date paid. Such interest payment shall not be deemed consent
by Landlord to late payments, nor a waiver of Landlord's right to insist upon timely payments at
any time, nor a waiver of any right or remedies to which Landlord is entitled as a result of the late
payment.
3.7 Rent To Be Without Deduction/Net Lease.
(A) Tenant shall pay all Rent without offset, defense, claim, counterclaim,
reduction, or deduction of any kind whatsoever. Landlord shall not be called upon or be required
or responsible to make any expenditure for the maintenance, repair, replacement, remediation
(subject, however, to the terms of Article 4 of the Construction Administration Agreement), or
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preservation of all or any portion of the Development Parcel. Tenant's obligations to pay Rent are
covenants independent of Landlord's obligations under this Lease.
(B) Unless otherwise expressly provided in this Lease, all monetary obligations
of Tenant to Landlord under this Lease, of any type or nature, other than Annual Rent and
Construction Rent, shall be denominated as additional rent. Except as otherwise provided, all
additional rent payments are due ten (10) days after delivery of an invoice. Landlord shall have
the same rights and remedies for defaults in the payment of additional rent as provided in this
Lease for defaults in the payment of Annual Rent and Construction Rent. Tenant shall,
contemporaneously with payment of Rent, pay to Landlord any sales, use, or other tax (excluding
state and federal income tax) now or hereafter imposed on any Rent due under this Lease. Without
limiting the foregoing, Tenant shall pay any applicable sales tax, documentary stamp taxes and/or
intangible taxes or any applicable tax now or hereafter imposed that is payable, owed, claimed,
assessed or due in connection with this Lease (including any Rent payments) and will indemnify,
defend (at its sole cost and expense), and hold Landlord harmless from and against any claims
relating to the payment, imposition or collection of such taxes, including attorneys' fees incurred
by Landlord.
3.8 Records of Gross Revenues.
(A) Maintenance of Records. During the Lease Term, Tenant shall maintain
and keep, or cause to be maintained and kept at the Development Parcel, a full, complete and
accurate record and account of all Gross Revenues (on an accrual basis) arising or accruing by
virtue of the subleasing of portions of the Development Parcel as permitted hereunder, together
with audited annual financial statements, federal and state (if applicable) income tax returns,
Florida sales tax returns and other returns or evidence reasonably acceptable to Landlord of the
payment of all other required Impositions, statements of revenues and fees charged, Subleases
entered into by Tenant with respect to the Miami Freedom Park Commercial Development, bank
statements and deposit slips, cash receipt journals, general ledgers and any other appropriate
documentation as may be reasonably required by generally accepted accounting practices for the
leasing of real property.
(B) Availability of Records for Inspection. At all times during the Lease
Term, upon providing fourteen (14) days' prior written notice to Tenant, all then existing records
and accounts and all other supporting records which are located at the Development Parcel
pursuant to this Section 3.8 shall be available for inspection and audit by Landlord and its duly
authorized agents or representatives during the hours of 8:00 a.m. to 5:00 p.m., Monday through
Friday each Business Day. All such records and accounts shall be in accordance with generally
accepted accounting principles.
(C) Required Period for Preserving Records. Tenant shall keep and preserve,
or cause to be kept and preserved, the records described in Subsection 3.8(A) above for not less
than sixty (60) months after the payment of the Percentage Rent due under the terms hereof to
which such records relate. For the same period of time, Tenant shall also retain copies of all sales
and tax returns covering its operations at the Development Parcel, and any other governmental tax
or other returns which show Tenant' s sales therein, and shall, upon demand, deliver photographic
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copies or computer disks thereof (or other electronic form then commonly used) to Landlord at no
cost to Landlord.
(D) Cooperation. Tenant shall cooperate with Landlord's internal auditors (or
such other auditors designated by Landlord) in order to facilitate Landlord's examination of
records and accounts. Tenant shall allow Landlord or Landlord's auditors to inspect all or any part
of the compilation procedures for such records and accounts. Such inspection shall be reasonable
but may be made at the sole discretion of Landlord.
3.9 Audit.
(A) Audit by Tenant. Tenant shall deliver or cause to be delivered within one
hundred eighty (180) days after the end of each Lease Year to Landlord's Department of Real
Estate and Asset Management, currently located at 444 SW 2 Avenue, Suite 325, Miami, Florida
33130, audited financial statements for such Lease Year, prepared and certified the Auditor. Such
Auditor shall certify that: (i) it made a complete examination of the books, state sales tax returns,
and federal income tax returns of Tenant; and (ii) such statement is prepared in accordance with
generally accepted accounting principles and practices and represents the Gross Revenues of
Tenant for the period indicated therein (on an accrual basis). Within twenty (20) days after the
delivery of such audited statements, Tenant shall pay to Landlord any unpaid balance of the Annual
Rent or underpayment of Percentage Rent, if any, and Landlord shall credit any overpayments, if
any, towards next accruing Annual Rent installments.
(B) Landlord's Remedies for Failure to Deliver Audit. In the event Tenant
fails to prepare or deliver the required audited financial statements to Landlord within the time set
forth in subparagraph 3.9(A) above, Landlord, upon thirty (30) days' written notice to Tenant,
may cause an audit and/or accounting pursuant to the provisions of this Lease to be made by any
auditor of Landlord's choosing at the sole cost and expense of Tenant. Such audit shall be binding
on Tenant. Tenant shall pay the reasonable cost of such audit within thirty (30) days of receipt of
an invoice for same.
(C) Audit by Landlord. In addition to the audit rights specified in
subparagraph 3.9(A) above, Landlord shall have the right, upon fifteen (15) days' prior written
notice to Tenant, to cause a complete audit by a nationally recognized auditor and/or City's
Independent Auditor General (as appointed pursuant to Section 2-66 of the Code) to be made of
the accounting records of Tenant in connection with the subleasing of portions of the Development
Parcel for the period covered by any Percentage Rent statement furnished by Tenant to Landlord.
Any such audit shall be made at Landlord's sole cost and expense and must be completed within
eighty-four (84) months of Tenant's delivery of such applicable Percentage Rent statement to
Landlord. If such audit shall disclose an underpayment of Annual Rent, Tenant shall pay Landlord
any unpaid balance within thirty (30) days of receipt of notice from Landlord that such balance is
due. If such audit shall disclose an overpayment, Landlord shall credit such overpayment towards
next accruing Annual Rent installments.
(D) Continuing Right to Examine. The acceptance by Landlord of payments
of Percentage Rent shall be without prejudice to Landlord's right to conduct an examination of
Tenant's financials pertaining to its calculations of Gross Revenues and any other items required
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by the City' s Independent Auditor General in order to verify the amount of annual Gross Revenues
made by Tenant in and from the Development Parcel. Neither the receipt by Landlord of any
statement or any payment of Percentage Rent for any period, nor the failure of Landlord to make
any audit for any such period shall bind Landlord as to the correctness of any statement or payment,
bar Landlord from collecting at any time thereafter the correct Percentage Rent due for such period.
Notwithstanding the foregoing, Landlord shall not re-examine an accounting period which has
previously been audited or go back beyond thirty -six (36) months, unless it has reasonable cause
to do so, such as discovery of new information, existence of possible inaccuracies, and/or
governmental requirements, etc.
3.10 Lien for Rent; Subordination of Lien on Personal Property. As security for
Tenant' s obligation to the whole amount of the Rent, and each and every installment, and the
amount of all Impositions paid by Landlord under the provisions of this Lease, and all costs and
reasonable attorneys' fees which may be incurred by Landlord in enforcing the provisions of this
Lease or in carrying out any of the provisions of this Lease, Landlord shall have a valid lien upon
the Improvements, which lien may be enforced by all remedies available at law and in equity.
Notwithstanding the foregoing, Landlord agrees to subordinate such lien rights to the lien of any
secured party (a "Personal Property Lien") in connection with the financing of any furniture,
equipment or other personal property located in the Development Parcel. To the extent Landlord
may have a lien on or security interest in any such property pursuant to this Lease, by law or
otherwise, Landlord hereby agrees to subordinate its lien to the holder of a Personal Property Lien.
At Tenant's sole cost and expense, Landlord shall, at any time and from time to time, within ten
(10) business days of receipt of written request thereof, execute, acknowledge and deliver to
Tenant and Tenant's lender a commercially reasonable written agreement subordinating
Landlord's lien and providing the lender with access to such property in connection with Personal
Property Lien transaction.
ARTICLE 4
PAYMENT OF TAXES AND ASSESSMENTS
4.1 Tenant's Obligation for Impositions. Tenant shall pay or cause to be paid all
Impositions when and as due and payable (and in all events before any fine, penalty or interest
may be added thereto), including, but not limited to, any real estate tax, sales and/or use tax, ad
valorem tax, non -ad valorem tax, intangible tax, any other tax enacted by general law and
applicable to operations or leasehold or similar Impositions, which at any time during the Term of
this Lease are due and owing or have been, or which may become, a lien on the Development
Parcel or the Improvements or the Easement or any easements located on or adjacent to the Parent
Tract and benefitting the Development Parcel (but with respect to such easements, including the
Easement, only to the extent the Imposition is attributable to the use by Tenant); provided,
however, that:
(A) If any Imposition (for which Tenant is liable hereunder) may by law be paid
in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), at
the option of Tenant, Tenant may pay the same in installments, including any accrued interest on
the unpaid balance of such Imposition, provided that Tenant shall pay those installments which
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are to become due and payable after the expiration of the Term, but which relate to a fiscal period
fully included in the Term.
(B) If any Imposition for which Tenant is liable hereunder relating to a fiscal
period, a part of which period is included within the Term and a part of which is included in a
period of time after the expiration or termination of the Term, such Imposition shall be adjusted
between Landlord and Tenant as the case may be, as of the expiration or termination of the Term
so that Tenant shall pay only that portion of such Imposition that is applicable to the period of time
prior to expiration or termination of the Term, and Landlord shall pay the remainder thereof if it
is otherwise obligated to do so.
(C) If any Imposition attributable to the period prior to the Possession Date or
after the expiration or earlier termination of the Term, it shall be the sole responsibility and
obligation of Landlord.
(D) Nothing herein shall be interpreted to mean that there are any Impositions
applicable to the Development Parcel or any portions of the Improvements owned by the City.
(E) If any Imposition is imposed on Landlord (for which Tenant is liable
hereunder), Tenant shall, upon Landlord's demand therefor, pay such Imposition to Landlord or
the taxing authority, as directed by Landlord.
4.2 Contests. Upon prior written notice to City, Tenant shall have the right to contest,
at its sole cost, by appropriate legal proceedings diligently conducted in good faith, the amount or
validity, in whole or in part, of any Imposition for which Tenant is or is claimed to be liable (a
"Contest"). Following a Contest, Tenant may defer payment of an Imposition, provided that
Tenant causes the following conditions (collectively, the "Contest Conditions") to remain
satisfied (and any dispute about Tenant's satisfaction of the of the Contest Conditions shall be
resolved by arbitration pursuant to Article 20):
(A) No Liability. Such deferral creates no material risk of a lien, charge, or other
liability of any kind against the Fee Estate, unless Tenant has given Landlord a bond, letter of
credit, or other security reasonably satisfactory to Landlord (the "Contest Security") equal to the
reasonably estimated amount of such lien, charge, or other liability.
(B) No Forfeiture. Such deferral will not place the Fee Estate in material danger
of being forfeited or lost.
(C) No Cost to Landlord. The prosecution of every Contest shall be without
cost, liability, or expense to Landlord.
(D) No Event of Default. No Event of Default shall exist under this Lease at the
time of such Contest.
(E) Payment. If required for such Contest, Tenant shall have paid the Imposition
or other required sum.
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(F) No Tax Deed. If, at any time, payment of any Imposition is necessary to
prevent the imminent (i.e., within 30 days) delivery of a tax deed of the Fee Estate for nonpayment,
then Tenant shall pay or cause to be paid the sums in sufficient time to prevent delivery of such
deed.
(G) Named Parties. If Landlord has been named as a party in any action, then
Tenant shall cause Landlord to be removed as such party and Tenant substituted in Landlord's
place, if permissible under the circumstances however, if, in order to prosecute a Contest, the
Landlord must, as a matter of law, be a named party to such proceeding or the failure to include
the Landlord would materially and negatively impact the prosecution of such Contest, then
Landlord will consent to being a party to such action and reasonably cooperate with the Tenant on
such prosecution so long as Tenant complies with the Contest Conditions.
4.3 Miscellaneous. Tenant shall be entitled to any refund of any Impositions (and
penalties and interest paid by Tenant), to the extent attributable to the periods during the Term,
whether such refund is made during or after the Term. When Tenant concludes Tenant's Contest
of any Impositions, Tenant shall pay the amount of such Impositions (if any) as has been finally
determined in such Contest to be due, to the extent attributable to periods during the Term, and
any costs, interest, penalties, or other liabilities in connection with such Impositions.
4.4 Contest Security. Landlord shall promptly release any Contest Security to Tenant
after the Contest has been resolved and Tenant has performed its obligations and made all required
payments, if any, as determined by such resolution. Landlord shall hold the Contest Security in
the same manner as the Security Deposit.
4.5 Sales Tax During Construction. If requested by Tenant during construction of
the Development Parcel, Landlord and Tenant shall take all reasonable steps, at Tenant' s sole cost
and expense, to establish and maintain any applicable exemptions from Florida sales and use tax
for items of tangible personal property and taxable services used to construct the Improvements.
4.6 Payment in Lieu of Taxes. Tenant shall pay Landlord an annual payment in lieu
of taxes ("PILOT") during any period that the Development Parcel and Improvements is deemed
exempt from ad valorem taxes in an amount equal to the last year's taxes payable to City of Miami
(or any other governmental body or agency making a claim upon City of Miami for its portion of
such taxes) prior to the exempt status. The PILOT will increase on each anniversary of the Lease
Commencement Date at a rate equal to the lesser of three percent (3%) or the positive change in
the CPI, as calculated pursuant to Section 3.4. If Tenant is required to pay ad valorem taxes on
the Development Parcel and Improvements, it shall not be required to pay the PILOT.
4.7 Creation of Separate Tax Parcels. Prior to Completion of Construction of any
Improvements, the Tenant and Landlord hereby agree to work cooperatively and in good faith to
establish separate tax folios by legally acceptable means, as between the Tenant and Landlord,
with respect to the Development Parcel, Stadium Parcel and Public Park Parcel.
ARTICLE 5
CERTAIN PROVISIONS CONCERNING DEVELOPMENT OF LAND AND
CONSTRUCTION OF IMPROVEMENTS
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5.1 General Statement Concerning Development of the Miami Freedom Park
Commercial Development. Tenant shall cause the Miami Freedom Park Commercial
Development to be constructed on the Development Parcel substantially in accordance with the
Construction Administration Agreement and the Development Concept and within the timelines
set forth therein. From and after the completion of any of the Improvements, Tenant shall not use
or operate any of such completed Improvements, during the Term, for any use other than the
Permitted Uses.
5.2 Construction Cooperation. Tenant acknowledges, accepts and agrees that the
City's execution of this Lease as Landlord is solely with respect to City's ownership of the Fee
Estate. In no event shall the terms of this Section 5.2 or any other provision in this Lease or any
provision in any of the Ancillary Agreements ever bind the City to issue any Permit acting in its
regulatory capacity.
5.3 Tenant's Facilities to be Constructed at No Cost to City. Notwithstanding
anything herein to the contrary, Landlord shall not be responsible for any costs and expenses
associated with or related to the Improvements contemplated for the Development Parcel,
including, but not limited to, the design, development, construction, capital replacement, operation
and/or maintenance of the Soccer Stadium Development. To the extent that Tenant seeks federal
or state economic incentives for the construction and development of the Improvements, the City
shall not be responsible for any matching contribution which may be required as part of such
economic incentives.
5.4 Termination Rights by City for Failure to Commence Construction or
Complete Construction/Extension Options/Termination of Lease for Failure to Obtain SAP
Approval.
(A) Termination Rights of City for Failure to Commence Construction or
Complete Construction.
(i) In the event Tenant fails to Commence Construction of the
Environmental Work and Stadium by the Commencement of Construction Deadline (as defined
in Section 2.10 (B) of the Construction Administration Agreement) (but subject to, to the extent
applicable, the provisions thereof as to Unavoidable Delays), such failure shall be deemed an Event
of Default, and Landlord will have, as its sole and exclusive remedy under this Lease with respect
to such Event of Default, the right to (u) terminate this Lease and the Stadium Lease, (v) take
possession of the Development Parcel and Stadium Parcel; (x) retain the Security Deposit under
this Lease and the Stadium Lease; (y) retain any portion of the Community Benefits Payments paid
to the City prior to the date on which the City terminates this Lease, and (z) recover from Tenant
any unpaid portion of the Community Benefits Payment that had become due under Section 3.5 of
the Construction Administration Agreement, but not paid by Tenant prior to the date it was due.
(ii) In the event Tenant (or its Subtenant under the Stadium Lease) fails
to Complete Construction of the Public Benefits by the deadline set forth in Section 2.10 (B) of
the Construction Administration Agreement (but subject to, to the extent applicable, the provisions
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thereof as to Unavoidable Delays and the provisions for Extension Options in Section 5.4(B) of
this Lease and Section 5.4(C) of the Stadium Lease), such failure shall be deemed an Event of
Default, and Landlord will have, as its sole and exclusive remedy under this Lease with respect to
such Event of Default, the right to (u) terminate this Lease and Stadium Lease; (v) take possession
of the Development Parcel and Stadium Parcel; (w) retain the Security Deposit under this Lease
and the Stadium Lease; (x) retain any portion of the Community Benefits Payments paid to the
City prior to the date on which the City terminates this Lease, and (y) recover from Tenant any
unpaid portion of the Community Benefits Payment that had become due under Section 3.5 of the
Construction Administration Agreement, but not paid by Tenant prior to the date it was due.
(iii) In the event Tenant fails to Complete Construction of any of the
Phases by the applicable deadlines set forth in Section 2.10 (D) of the Construction Administration
Agreement (but subject to, to the extent applicable, the provisions thereof as to Unavoidable
Delays and the Extension Options provisions in Section 5.4(B) of this Lease), such failure shall
be deemed an Event of Default under this Lease and upon the occurrence of such Event of Default:
(x) Tenant's possession and leasehold estate with respect to any Development Sub -Parcel upon
which Tenant shall have failed to Complete Construction shall automatically terminate and be
deemed forfeited (the "Forfeited Leasehold Estate and Property") and (y) to the extent such
failure relates to the failure to Complete Construction of Phase 1 by the required deadline, Tenant
shall also pay to Landlord the amount of One Million Dollars ($1,000,000) as agreed upon
liquidated damages. THE PARTIES HAVE DETERMINED THAT IF TENANT BREACHES THIS
AGREEMENT BY FAILING TO COMPLETE PHASE 1 BY THE REQUIRED DEADLINE, THE
DAMAGES TO LANDLORD WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO
ASCERTAIN, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS
AGREEMENT, THE AFORESAID $1,000,000 AMOUNT REPRESENTS A REASONABLE
ESTIMATE OF THE DAMAGES WHICH LANDLORD WILL INCUR AS A RESULT OF SUCH
FAILURE. For avoidance of doubt, the occurrence of such Event of Default shall not result in the
Tenant receiving any partial or complete reimbursement of the Community Benefits Payments
delivered to the Landlord or Escrow Agent pursuant to the terms of the Construction
Administration Agreement or otherwise. Although the provisions of this Section 5.4(A)(iii) shall
be self -operative, Tenant agrees, upon request of Landlord, to execute any documents required to
effectuate such termination and forfeiture or to amend the legal description of the Development
Parcel to no longer include the Forfeited Leasehold Estate and Property. Tenant' s failure to execute
such documents within ten (10) days after written demand shall constitute an Event of Default by
Tenant hereunder, or, at Landlord's option, Landlord may execute such documents on behalf of
Tenant as Tenant's attorney -in -fact. Tenant does hereby make, constitute and irrevocably appoint
Landlord as Tenant's attorney -in -fact and in Tenant's name, place and stead, to execute such
documents in accordance with this Section 5.4(A)(iii). With respect to a Development Sub -Parcel
upon which Tenant (or its assignees or Subtenants) has Commenced Construction, but not
Completed Construction as of the deadline for the applicable Phase set forth in Section 2.10 (D)
of the Construction Administration Agreement, the Development Sub -Parcel shall not form part
of the Forfeited Leasehold Estate and Property, provided that Tenant shall have (a) Commenced
Construction of the Development Sub -Parcel a minimum of six (6) months prior to the date of the
applicable deadline, (b) vertical construction on the Development Sub -Parcel must have
commenced prior to the date of the applicable deadline as evidenced by structures constructed
thereupon rising a minimum of ten (10) feet above NGVD, and (c) Tenant, thereafter, diligently
pursues Completion of Construction thereof, provided, however, that if Tenant shall fail to so
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diligently pursue Completion of Construction, such Development Sub -Parcel shall become part of
the Forfeited Leasehold Estate and Property.
(B) Extension Options. Notwithstanding anything in this Section 5.4 or the
Construction Administration Agreement to the contrary, Tenant shall have a total of four (4)
separate options in the aggregate, for the Commercial Development, to extend a Completion
Deadline (as defined in the Construction Administration Agreement) (each, an "Extension
Option") in accordance with the terms set forth herein. To the extent properly exercised in the
manner set forth in this Section, an Extension Option shall extend the applicable deadline by twelve
(12) months. The exercise of an Extension Option shall only be effective on, and in strict
compliance with, the following terms and conditions:
(i) Each notice of Tenant's exercise of an Extension Option (the
"Extension Notice") shall be given by Tenant to Landlord at least thirty (30) days prior to the
expiration of the applicable Completion Deadline set forth in Section 2.10(D) of the Construction
Administration Agreement.
(ii) At the time of Tenant giving Landlord notice of its election to extend
the applicable deadline, this Lease shall be in full force and effect and Tenant shall not be in default
under any of the terms, covenants, and conditions of this Lease beyond any applicable grace period.
(iii) Tenant shall pay to Landlord, contemporaneously with its delivery
of an Extension Notice, the sum of $500,000 in connection with the first Extension Option
(provided, however, that if MFP has exercised the Extension Option set forth in the Stadium Lease,
then the fee in connection with the first Extension Option under this Lease shall be $1,000,000),
and $1,000,000 in connection with each subsequent Extension Option, for a total of $3,500,000
(or $4,000,000 as a result of the proviso set forth above) if Tenant exercises all four (4) options
(each such payment being an "Extension Fee"). All Extension Fees shall be non-refundable to
Tenant.
(iv) Tenant may not exercise more than two (2) Extension Options in
connection with a Phase. Once exercised, an Extension Option may not be exercised again.
(v) The exercise of an Extension Option shall result in an equal
extension to the deadlines to Complete Construction of any subsequent Phase (e.g., if MFP
exercises two (2) Extension Options in Phase 2 [which would have had an initial Completion of
Construction deadline of eight (8) years after SAP Approval], then, upon exercise of such two (2)
Extension Options, the deadline to Complete Construction of Phase 2 is extended to ten (10) years
from SAP Approval, which would automatically result in the deadline to Complete Construction
of Phase 3 to increase from ten (10) years after SAP Approval to twelve (12) years after SAP
Approval).
(C) SAP Deadlines. Notwithstanding any other provision in this Lease to the
contrary:
(i) If no SAP Excusable Delays occur, then, if Tenant fails to obtain
SAP Approval prior to the SAP Initial Deadline, such failure shall be deemed an Event of Default
as of the SAP Initial Deadline and, thereupon, the Landlord, as its sole and exclusive remedy with
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respect to such Event of Default, shall have the right to terminate this Lease, and the Security
Deposit shall be released to Tenant;
(ii) If SAP Excusable Delays occur but such SAP Excusable Delays are
less than seven hundred twenty (720) days in the aggregate, then, if Tenant fails to obtain SAP
Approval prior to the SAP Extended Deadline, such failure shall be deemed an Event of Default
as of the SAP Extended Deadline and, thereupon, the Landlord, as its sole and exclusive remedy
with respect to such Event of Default, shall have the right to terminate this Lease, and the Security
Deposit shall be released to Tenant; and
(iii) If Tenant shall for any reason fail to obtain the SAP Approval prior
to the SAP Outside Deadline (i.e., 1,275 days from the Lease Commencement Date), then such
failure shall be deemed an Event of Default as of the SAP Outside Deadline and, thereupon, the
Landlord, as its sole and exclusive remedy with respect to such Event of Default, shall have the
right to terminate this Lease, and the Security Deposit shall be released to the Tenant. For the
avoidance of doubt, neither an Unavoidable Delay, SAP Excusable Delays, acts or omissions by
Landlord nor any other events shall apply to extend the SAP Outside Deadline.
(D) Notwithstanding any other provision in this Lease to the contrary, the
Tenant will be required to obtain, within four (4) years of the Lease Commencement Date, such
building permits as are necessary for the construction of the Public Benefits and the necessary
infrastructure to support building pads for the Miami Freedom Park Commercial Development;
provided, however, that such deadline shall not be applicable when the delay in the performance
of any obligation is as a result of force majeure, or litigation that questions the validity of the
vote with respect to this Lease, or the City Commission action to place the question for
referendum, then the performance of such obligation shall be extended by the length of the delay.
The provisions set forth in this Section 5.4(D) are not intended to modify or supersede the
deadlines set forth in Section 2.10(B) of the Construction Administration Agreement and the
Tenant acknowledges that it has an independent obligation to comply with both the provisions set
forth in this Section 5.4(D) and the deadlines set forth in Section 2.10(B) of the Construction
Administration Agreement.
5.5 Easements.
(A) The City hereby grants to Tenant the following easement with respect to the
Parent Tract, which shall not be effective until the Possession Date (the "Easement") and which
shall be deemed void and no force or effect if the SAP Approval is not obtained by the deadline
set forth in Section 5.4 (C) above and Landlord terminates this Lease pursuant thereto:
(i)
form of Exhibit "FI".
an easement for ingress and egress to the Development Parcel, in the
The Parties to this Lease shall take such necessary steps as are required to give proper effect to
such Easement and any other easements for any land underlying any of the Public Infrastructure
as shall be reasonably requested by Tenant in order for Tenant to improve such land in the manner
contemplated by this Lease; provided, however, that the foregoing shall not waive any requirement
under Applicable Law to obtain City Commission approval for any other easements or other
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interests in land or for any amendment or modification to the Easement. For avoidance of doubt,
if the Tenant does not achieve the SAP Approval and this Lease is terminated pursuant to Sections
5.4(A)(i), 5.4(A)(ii), or 5.4(C), then the Easement set forth above shall be deemed null and void.
5.6 Ownership of Improvements. During the Term, the Improvements and material
and equipment provided by Tenant that are incorporated into or become a part of the Miami
Freedom Park Commercial Development (i.e., immovable fixtures) shall be and remain the
property of Tenant or its Subtenants. At the expiration or termination of the Term or in the event
any property becomes Forfeited Leasehold Estate and Property, all such Improvements and
immovable fixtures (specifically excluding the personal property and movable fixtures of Tenant
and any Subtenants) shall become the property of Landlord.
5.7 Permitted Uses. Tenant agrees, for itself and its permitted successors, assigns and
subtenants, that the Development Parcel shall be used only for the Permitted Uses.
5.8 Environmental Compliance. Tenant shall ensure compliance with the provisions
of Article 4 of the Construction Administration Agreement applicable to the Development Parcel
and the Public Park Parcel during the Term, which provisions are incorporated herein and made a
part hereof. The foregoing is not intended to limit, and Tenant hereby confirms, its obligation to
obtain an NFA with respect to the Parent Tract pursuant to Section 4.1(B) of the Construction
Administration Agreement.
5.9 Improvements to be Open to Public. As a general matter, the plazas, greenspace,
walkways, and sidewalks identified in the Development Concept for the Development Parcel are
intended to be "open to the public" as much as practical and feasible, as more particularly set forth
in the Faculties Maintenance Agreement.
5.10 Prohibited Uses. Tenant agrees, for itself and its permitted successors, assigns and
subtenants, that the Development Parcel shall in no event be used for any of the Prohibited Uses.
ARTICLE 6
INSPECTION OF DEVELOPMENT PARCEL
6.1 Right of Inspection. Landlord, its agents, employees and authorized
representatives may enter the Development Parcel at any time in response to an emergency, and at
reasonable times upon reasonable prior written notice, as Landlord deems necessary to, incident
to, or connected with the performance of Landlord's duties and obligations hereunder or in the
exercise of its rights and functions, including, without limitation, to inspect the operation,
sanitation, safety, maintenance and use of the same, or any portions of the same, and to assure
Landlord that Tenant is in full compliance with its obligations under this Lease (but Landlord shall
not thereby assume any responsibility for the performance of any of Tenant' s obligations under
this Lease, nor any liability arising from the improper performance thereof). In furtherance and
not in limitation of the foregoing, Landlord and its agents, employees and authorized
representatives shall have the right of access to the Development Parcel, upon reasonable prior
written notice, to conduct from time to time an ADA inspection of the Development Parcel or the
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Improvements, and Tenant agrees to reasonably cooperate, at no cost to Landlord, in the conduct
of such inspection.
6.2 Compliance. If any inspection detects a violation of Tenant's obligation to comply
and to keep the Development Parcel and/or the Leasehold Improvements in compliance with the
requirements of this Lease or any of the Ancillary Agreements (including, without limitation, the
requirement that the Development Parcel and the Improvements be in compliance in all material
respects with the ADA), then Tenant shall bear the cost and take whatever action is reasonably
necessary to comply, and to bring the Development Parcel and/or the Leasehold Improvements
into compliance, with this Lease and the Construction Administration Agreement; and any
reasonable fee or cost incurred by Landlord for such investigation or audit pertaining to same shall
be borne by Tenant and shall be paid by Tenant as additional rent under this Lease on demand by
Landlord.
6.3 Action by Landlord. If Tenant fails to keep the Development Parcel or the
Leasehold Improvements in compliance in all material respects with the requirements of this Lease
or any of the Ancillary Agreements (including, without limitation, the requirement that the
Development Parcel and the Improvements be in compliance in all material respects with the
ADA), and an Event of Default has occurred and is continuing on account thereof, then Landlord,
upon reasonable prior written notice to Tenant, may take whatever action is reasonably necessary
to bring the Development Parcel and/or the Leasehold Improvements into compliance, to the extent
required by Applicable Laws. Tenant agrees to provide Landlord access to the Development Parcel
and the Leasehold Improvements and pay, as additional rent, all costs reasonably incurred by
Landlord in bringing the Development Parcel and/or the Leasehold Improvements into such
compliance. Landlord, however, shall have no obligation to bring the Property or the Leasehold
Improvements into compliance, and nothing herein shall be construed as creating such an
obligation on Landlord.
6.4 Minimizing Interference with Business Operations. Any inspection or audit
described in this Article 6 shall be done in such a manner so as to reasonably minimize any
interference with any business operations on the Development Parcel.
6.5 Waste. Tenant covenants not to allow any waste (as defined by any Applicable
Law) with respect to the Development Parcel or the Improvements or any part thereof. The
provisions of this Section 6.5 shall not apply to any demolition or disfigurement required in
connection with casualty, repairs, renovations, upgrading or new construction, in accordance with
the terms of this Lease, or to the deposit of clean fill at the Development Parcel or the removal of
fill from the Development Parcel for such repairs, renovations, upgrading or new construction.
ARTICLE 7
PARKING
7.1 Parking. As further set forth in the Construction Administration Agreement,
Tenant shall construct and, at all times during the Lease Term (except during periods of casualty,
maintenance, repair, or bona fide operational closures), maintain on the Development Parcel a
parking facility in a manner, location and layout consistent with the Approved Special Area Plan
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(the "Parking") and sufficiently available for the benefit and use of the Stadium during Stadium
Events (as defined in the Stadium Lease). Prior to the obtaining a Certificate of Occupancy for the
Stadium, Tenant and IMS shall enter into a parking agreement regarding the use of the Parking,
which parking agreement shall set forth the fees charged for the use of Parking during Stadium
Events (as such term is defined in the Stadium Lease) and such fees shall be at rates not greater
than the Comparable Parking Rates.
ARTICLE 8
INSURANCE AND INDEMNIFICATION
8.1 Insurance.
8.1.1 Insurance on the Leasehold Improvements. Beginning on the Possession
Date and at all times during the Lease Term (except as with respect to insurance which relates to
completed Improvements, which insurance coverage shall be provided so as to replace Builder's
Risk insurance coverage without lapse of coverage), Tenant shall, at Tenant's sole cost and
expense but for the benefit of Landlord and/or Tenant, as their interests may appear, maintain the
following insurance:
(A) Property Insurance. "All perils" property insurance with extended coverage
against loss or damage by earthquake, mudslide, windstorm, flood with an endorsement for
amended coverage, vandalism, malicious mischief, sprinkler leakage and special coverage,
including flammable materials used for cooking. Such insurance shall also include coverage for
terrorism.
(i) Amounts. Such coverage shall be in the following amounts: (A) as
to windstorm, $100,000,000; (B) as to flood, $12,500,000; and (C) as to all other perils, One
Hundred Percent (100%) of the replacement cost of the Leasehold Improvements (exclusive of
foundation and excavation costs), Tenant's alterations, improvements, fixtures, equipment,
furniture, trade fixtures and floor coverings, including the expense of the removal of debris as a
result of damage by an insured peril (collectively, the "Insured Property") on the Development
Parcel.
(ii) Deductibles. The maximum deductibles for such coverage shall be
as follows: (A) as to flood and windstorm, Five Percent (5%) of the completed building value; and
(B) as to all other perils, One Percent (1%) of the insured value.
(iii) Loss Payees and Insureds. Landlord, Tenant, IMS and/or IMCF and
any Approved Leasehold Mortgagee shall be named as loss payees. Tenant shall be the first named
insured, and Landlord and any Approved Leasehold Mortgagee shall be named as additional
insureds.
(iv) Special Considerations for Casualty and Windstorm Insurance.
Notwithstanding the foregoing, the Parties acknowledge and agree that coastal properties are often
precluded from being insured by private insurers and that any casualty and windstorm insurance
may have to be written through the Florida Joint Underwriters Association and/or another
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governmental or other insurance pool which may include certain prohibitions such as no
replacement cost coverage.
(v) Determination of Replacement Cost. Unless expressly waived in
writing by the City Manager, the replacement cost of the Insured Property shall be determined
every seven (7) years during the Lease Term by an insurance appraiser selected and paid for by
Tenant, provided that Tenant shall obtain Landlord's approval (which approval shall not be
unreasonably withheld) of the appraiser before commencement of the appraisal. The appraiser
selected by Tenant shall submit to Landlord and Tenant a written report of the appraised
replacement cost. If Landlord or Tenant is not satisfied with such report, the dissatisfied party shall
serve upon the other a notice of dissatisfaction within thirty (30) days after receipt of the report,
and the Parties shall in good faith attempt to resolve any disputes concerning the appraised
replacement cost. During this period of the dispute, Tenant shall continue to maintain insurance in
an amount equal to that maintained before the dispute arose. Promptly upon receipt of the
appraiser' s report and resolution of any such dispute, Tenant shall procure and deliver to Landlord
written confirmation from the insurer(s) evidencing the adjustment in insurance amounts which
may be required pursuant to this clause (v).
(B) Business Interruption Insurance. Business interruption insurance covering
all risks but specifically including without limitation pandemic(s), government shutdown(s) and
terrorist attack(s), including extra expense, contingent business income coverage, if applicable,
and extended period of indemnity coverage, with limits not less than an amount equal to the sum
of: (i) the Annual Rent for the immediately preceding twelve (12) month period; plus (ii) an amount
equal to the average annual Percentage Rent payable during the three (3) year period immediately
preceding the issuance or renewal of such insurance (or, in the case of each of the first (3) three
years from and after the date on which Percentage Rent is first payable hereunder, the amount of
annual Percentage Rent estimated by Tenant in good faith which will be payable during such year).
Landlord, Tenant and any Approved Leasehold Mortgagee shall be named as loss payees. Tenant
shall be the first named insured.
(C) Boiler and Machinery Insurance. Boiler and machinery insurance covering
repair and replacement of all boilers and machinery serving or benefiting the Leasehold
Improvements. The policies of insurance shall be endorsed so as to provide use and occupancy
coverage for the Leasehold Improvements in such amount as may be reasonably acceptable to
Landlord. Landlord, Tenant and any Approved Leasehold Mortgagee shall be named as loss
payees. Tenant shall be the first named insured, and Landlord and any Approved Leasehold
Mortgagee shall be named as additional insureds.
8.1.2 Other Insurance To Be Carried. Beginning on the Possession Date and at all
times during the Term, Tenant shall also, at Tenant's sole cost and expense but for the mutual
benefit of Tenant and Landlord (with Landlord being named as an additional insured thereunder
and with leasehold mortgage clauses for the benefit of any Approved Leasehold Mortgagee, which
clauses shall be consistent with the terms of this Lease), maintain the following insurance:
(A) CGL Insurance. Commercial General Liability insurance on a commercial
general liability coverage form with "broad form" coverage, or its equivalent, including
contractual liability, products and completed operations, primary insurance clause endorsement,
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personal and advertising injury, liquor legal liability, garage keepers liability, and premises and
operations coverage against sums adjudicated to be payable by the insured on account of bodily
injury, death or property damage occurring in or about the Development Parcel.
(i) Amounts. The limits of such coverage shall not be less than One
Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate
single limit for bodily injury and property damage. No deductible in excess of Ten Thousand
Dollars ($10,000) will be carried under this coverage without the City Manager's prior written
consent, which shall not be unreasonably withheld.
(ii) Umbrella Policy. Tenant shall further maintain an excess liability
umbrella policy whose limits shall not be less than a combined single limit of Ten Million Dollars
($10,000,000). Such coverage shall be excess follow form over corresponding liability policies
contained herein, including liquor.
(iii) Adjustments in Amounts. Such insured amounts as provided in
clauses (i) and (ii) above shall be adjusted as of the fourth (4th) anniversary of the January 1
following the Lease Commencement Date, and every three (3) years thereafter, by any increase
and/or decrease (which decrease shall not result in an amount less than the amounts initially
required as set forth above) in the CPI (as defined in Section 3.4(A)) from the Lease
Commencement Date to the date on which the adjustment is to be made.
(B) Builder's Risk. During any periods of: (i) excavation and/or construction;
(ii) alteration; (iii) restoration in the event of damage or destruction or condemnation; or (iv) razing
or demolition, at, in or on the Development Parcel, the Leasehold Improvements or any part of it,
an all risk Builder' s Risk policy (including extended coverage for fire, lightning, earth movement,
flood, collapse, business interruption, hurricane, boiler and machinery) covering the interests of
Landlord and Tenant. Such policy shall insure that portion of the Leasehold Improvements which
is affected by such activities for not less than One Hundred Percent (100%) replacement cost on a
completed value basis (including foundations and pilings), and shall include coverage for the
increased cost of construction due to the enforcement of any laws, as well as the contingent liability
from the operation of buildings, and coverage for the demolition cost of undamaged portions of
buildings.
(i) E & 0 Coverage. In addition, Tenant shall cause all of the key or
primary professionals retained by it in connection with any construction (e.g., architects and
engineers) to procure errors and omission coverage reasonably satisfactory to Tenant for Tenant' s
and Landlord's benefit, in such amounts as are customarily carried by such professionals in Miami -
Dade County, Florida.
(ii) "Wrap -Up" Policy. Landlord acknowledges and agrees that the
coverage required by this subparagraph and any other coverages required hereunder may be
obtained through a so-called "wrap-up" policy. Landlord shall appear listed as an additional
insured on all primary and excess layers of coverage. A minimum limit of Five Million Dollars
($5,000,000) shall apply to auto liability in conjunction with any OCIP or CCIP option and shall
also list the Landlord as an additional insured on this coverage. Landlord shall have the right to
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review and approve all construction related insurance requirements prior to the construction phase
of the Miami Freedom Park Commercial Development.
(C) Pollution Legal Liability/Environmental Impairment Liability. Pollution
Legal Liability/Environmental Impairment Liability Insurance coverage insuring the Parent Tract
and no other real property on the following terms: (x) on a claims made, site -specific basis with
limits of liability of at least Five Million and No/100 Dollars ($5,000,000.00) per incident and Ten
Million and No/100 Dollars ($10,000,000.00) in the aggregate, (y) a term of ten (10) years with
respect to Hazardous Materials first Released prior to the inception date of the policy, and the
longest term commercially available from the insurer with respect to Hazardous Materials first
Released on or after the inception date of the PLL Policy, which term shall be renewed if necessary
to cover the full period of MFP's construction activities on the Parent Tract, but in no even shall
be longer than ten (10) years from the inception date of the PLL Policy, and (z) a self -insured
retention of no more than One Hundred Thousand and No/100 Dollars ($100,000.00) per incident
(the "PLL Policy"). The PLL Policy shall provide coverage for (i) third party bodily injury and
property damage claims (including natural resource damages) arising out of pre-existing and new
Hazardous Materials at, on, under or migrating from the Parent Tract; and (ii) claims for
investigation and cleanup costs (including transportation of waste) brought against Landlord by
third parties or Governmental Agencies with respect to the required investigation and remediation
of (x) the Parent Tract after the issuance of an NFA Determination (as defined in the Construction
Administration Agreement) for all areas of concern at the Parent Tract on the Possession Date, and
(y) areas beyond the boundaries of the Parent Tract where Hazardous Materials (as defined in the
Construction Administration Agreement) have migrated from the Parent Tract (collectively, the
"PLL Insured Matters"). Landlord shall be the only named insured on the PLL Policy. The
PLL Policy shall be issued by an insurer rated "A" or better by A.M. Best, and may be issued on
non -admitted paper. The premium for the PLL Policy shall be paid in full by Tenant on the
Possession Date, and shall be 100% earned at policy inception. For avoidance of doubt, the
obligation of MFP, as set forth in both this Lease and the Stadium Lease, to provide the PLL Policy
to the City will be satisfied by the provision of one (1) PLL Policy with the policy limits and
coverages set forth in this Section 8.1.2(C).
(D) Worker's Compensation. Worker's compensation and occupational disease
coverage in the amounts and types required by Chapter 440, F.S., or any successor thereto. Only
Tenant shall be named as an insured, and such policy shall contain a waiver of subrogation.
(E) Automobile Liability. Automobile liability insurance covering all owned,
non -owned and hired vehicles used in conjunction with operations covered by this Lease. The
policy or policies of insurance shall contain such limits as may be reasonably requested by
Landlord from time to time but not less than Five Hundred Thousand and No/100 Dollars
($500,000.00). Such insured amount shall be increased as of the fourth (4th) anniversary of the
January 1 following the Lease Commencement Date, and every three (3) years thereafter, by any
increase in the CPI from the Lease Commencement Date to the date on which the adjustment is to
be made.
(F) Other Coverage. In the event that any other type of legislation may be
enacted imposing special liability upon Landlord or Tenant by virtue of its use for any special
purposes, before Tenant shall so use the Development Parcel and/or the Leasehold Improvements
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or any part of it for such purposes, Tenant shall provide insurance in form and substance, and with
insurers and limits reasonably satisfactory to Landlord and meeting commercial standards insuring
the interests of Landlord and Tenant and naming Landlord as additional insured. Landlord further
reserves the right to reasonably request additional insurance requirements as may be applicable in
connection with this Lease.
8.1.3 Policies Obtained by Independent Contractors. Tenant may cause its
independent contractors to provide some or all of the insurance coverages required hereunder. To
the extent that such independent contractors carry such coverages, Tenant shall not be required to
carry such coverages, so long as the coverages obtained by Tenant and such independent
contractors together satisfy the requirements of this Article 8. Landlord, Tenant and any Approved
Mortgagees shall be named as additional insureds as to any such coverages obtained by Tenant's
independent contractors.
8.1.4 Policies Obtained by Subtenants. Tenant may, at its option, include
provisions in any Sublease requiring the applicable Subtenant to carry insurance coverages as to
the applicable Miami Freedom Park Commercial Development Component (or premises covered
by such Sublease) corresponding to those required to be obtained hereunder by Tenant. To the
extent that Subtenants carry such coverages, Tenant shall not be required to carry such coverages
as to such Miami Freedom Park Commercial Development Component (or premises covered by
such Sublease), so long as the coverages obtained by all of the Subtenants (or their subtenants) and
Tenant together satisfy the requirements of this Article 8. Landlord, Tenant and any Approved
Mortgagees shall be named as additional insureds as to any such coverages obtained by Subtenants.
8.1.5 Delivery of Insurance Policies. All public liability and worker's
compensation policies shall be retained by Tenant. Subject to the rights of any Approved
Mortgagee, all other policies of insurance required to be furnished pursuant to this Article 8 shall
be held jointly by Landlord and Tenant. Insurance company certificates evidencing the existence
of all of these policies of insurance shall be delivered to Landlord.
8.1.6 Required Policy Provisions. All policies of insurance required to be
provided and obtained pursuant to this Article 8 shall provide that they shall not be amended or
canceled on less than thirty (30) days' prior written notice to Landlord and all insureds and
beneficiaries of the policies; provided, however, that if thirty (30) days' notice is ever
commercially unavailable, then the required number of days' notice shall be reduced to such
number as is commercially available. All such policies shall contain waiver of subrogation rights
endorsements as required below. Landlord shall have no obligation to pay premiums or make
contributions to the insuring company or any other Person or satisfy any deductible.
8.1.7 Delivery. On or before the Lease Commencement Date and then not less
than thirty (30) days prior to the expiration date of any policy required to be carried pursuant to
this Article 8, Tenant shall deliver to Landlord and any Approved Leasehold Mortgagee the
applicable respective policies and insurance company certificates evidencing all policies of
insurance and renewals required to be furnished hereunder. Receipt of any documentation of
insurance by Landlord or by any of its representatives which indicates less coverage than required
shall not constitute a waiver by Landlord of Tenant's obligation to fulfill the insurance
requirements herein.
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8.1.8 Landlord's Right to Obtain. If Tenant fails to pay insurance premiums when
due or to comply with other insurance requirements set forth in this Lease, Landlord shall have the
right, at its option, to order insurance policies and to advance such sums as are required to maintain
or procure such insurance, and to the extent of the money so advanced, Landlord shall be entitled
to reimbursement by Tenant upon demand thereof. Unless there would ensue a lapse of coverage,
Landlord shall, before making any such advance, provide Tenant with ten (10) days' prior written
notice and the opportunity to obtain the required policies.
8.1.9 Insurer To Be Approved; Premium Receipts. All policies of insurance of
the character described in this Article 8 shall be effected under policies issued by insurers
permitted to do business in the State of Florida and rated in Best's Insurance Guide, or any
successor thereto (or, if there is none, an organization having a national reputation for rating
insurance companies) as having a general policyholder rating of "A" and a financial rating of at
least "VIP". On written request by Landlord, Tenant shall provide photocopies of receipts showing
the payment of premiums for all insurance policies required to be maintained by this Lease.
8.1.10 Unavailability of Coverage. If, despite Tenant's best efforts in the insurance
markets to procure the insurance coverages set forth in this Article 8, any of such coverages (or
any of the required terms of such coverages, including policy limits) become unavailable from
insurers meeting the requirements set forth in Article 8, Tenant shall provide Landlord with notice
of such unavailability no less than forty five (45) days prior to the expiration of such coverages
and Landlord will reasonably establish an alternative insurance package and programs that provide
coverage as comparable to that contemplated in this Article 8 as is possible under then -existing
insurance market conditions. For purposes of determining whether a policy or insurance coverage
is available, increased cost shall not be a factor of unavailability, it being the intent of the Parties
that Tenant will provide such insurance regardless of cost. Tenant shall have ten (10) days from
the date upon which Landlord provides notice to the Tenant of the requirements under the
alternative insurance package and programs to secure the same and provide evidence of coverage
to Landlord. During such period of time as provided above for the Landlord to establish, and
Tenant to secure, an alternative insurance package and program, Tenant shall not allow other
insurance coverages unaffected by the unavailability and required under this Article 8 to lapse or
be cancelled. Similarly, Tenant shall ensure that the alternative insurance package and programs
are in place on or prior to the expiration of the unavailable coverage so as to provide continuous
protection of the Property.
8.1.11 Waiver of Subrogation.
(A) Tenant Waiver. Tenant expressly, knowingly, and voluntarily waives and
releases any right of recovery that it may have against the Landlord for loss or damage to its
property, and property of third parties in the care, custody, and control of Tenant, and loss of
business (specifically including business interruption by Tenant) directly or by way of subrogation
or otherwise as a result of the acts or omissions of the Landlord (specifically including the
negligence of Landlord and the intentional misconduct of the Landlord, to the extent any such
claims are covered by the property, rental income, business income, or extra expense insurance
carried or required to be carried under the terms of this Lease (whether or not actually carried by
either party), or other property insurance that Tenant may carry at the time of an occurrence or
under a so-called "special perils" or "special form causes of loss" property insurance policy or
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under a so-called "contents" insurance policy (whether or not actually carried). Tenant shall, on or
before the earlier of the Possession Date or the date on which Tenant first enters the Development
Parcel for any purpose, obtain and keep in full force and effect at all times thereafter a waiver of
subrogation from its insurer concerning the commercial general liability, commercial automobile
liability, workers' compensation, employer's liability, property, rental income, and business
interruption insurance maintained by it for the Miami Freedom Park Commercial Development
and the property located in the Development Parcel. This section shall control over any other
provisions of this Lease in conflict with it and shall survive the expiration or sooner termination
of this Lease.
(B) Endorsements. Tenant shall cause its insurer(s) to issue appropriate waiver
of subrogation rights endorsements to all policies of insurance carried in connection with the
Development Parcel.
(C) Subtenants. Tenant shall require each Subtenant leasing more than 25,000
square feet of space within any building in the Development Parcel to execute and deliver to
Landlord, a waiver of claims comparable to the waiver in subparagraphs (A) and (B) above. In
addition, Tenant shall cause each Subtenant to obtain waivers of subrogation rights endorsements
comparable to those described in subparagraphs (A) and (B) above.
8.2 Indemnification and Duty to Defend.
(A) Except as set forth in the sub -paragraph (B) below with regard to certain
Indemnified Environmental Matters, Tenant shall defend, indemnify and hold harmless Landlord
and its officers, employees, staff, agents and instrumentalities (the "Landlord Indemnified
Parties") from any and all liability, losses or damages, including attorneys' fees and costs of
defense, including, without limitation, any of same resulting from a challenge to this Lease or this
transaction, which Landlord or any other Landlord Indemnified Parties may incur as a result of
any claims, demands, suits, causes of actions or proceedings of any kind or nature whatsoever,
whether foreseen or unforeseen, arising out of, relating to or resulting from, the performance or
non-performance by Tenant (and/or its employees, agents, servants, partners, principals or
subcontractors) of any obligations of the Tenant under this Lease, other than any liability, loss or
damage caused by the negligence or willful misconduct of Landlord or any other Landlord
Indemnified Parties (collectively, a "Claim"). Tenant shall pay all Claims in connection therewith
and shall investigate and defend all Claims in the name of Landlord Indemnified Parties, where
applicable, including any and all appellate proceedings, and shall pay all reasonable costs,
judgments, and attorneys' fees which may issue thereon. This Section 8.2(A) shall not be
construed to restrict, limit or modify Tenant's insurance obligations under this Lease. Tenant's
compliance with the insurance requirements under this Lease shall not restrict, limit, or modify
Tenant's obligations under this Section 8.2(A). Notwithstanding the foregoing or anything to the
contrary contained herein, the aforesaid indemnification shall expressly exclude PLL Insured
Matters, and the sole recourse of Landlord with respect to PLL Insured Matters shall be to the PLL
Policy.
(B) Notwithstanding anything to the contrary contained herein with respect to
all Hazardous Materials and Pollution Conditions at, on, under or migrating from the Parent Tract,
the indemnification obligations of Tenant under Section 8.2 (A) above shall be expressly limited
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to the following items (collectively, the "Indemnified Environmental Matters"): (i) Hazardous
Materials at, on, under or migrating from the Development Parcel ("Pollution Conditions") and
Hazardous Materials used, stored or transported to or from Development Parcel, both on or after
the Possession Date; (ii) Hazardous Materials at, on, under or migrating from the Development
Parcel that were Released by or Pollution Conditions otherwise exacerbated by the acts or
omissions of Tenant at the Development Parcel, including, without limitation, in connection with
the Environmental Work; (iii) the required investigation and remediation of Pollution Conditions
at, on, under or migrating from the Development Parcel and first commencing prior to the
Possession Date through and including the issuance of one or more NFA Determinations
applicable to such Pollution Conditions.
(C) Tenant shall control any litigation or potential litigation involving the
defense of any Claim, including the selection by Tenant of a single counsel to represent Tenant
and Landlord Indemnified Parties. Notwithstanding the foregoing, if there is a conflict between
the positions of Tenant and Landlord Indemnified Parties in conducting the defense of such action,
or if there are legal defenses available to Landlord Indemnified Parties different from or in addition
to those available to Tenant, or if Tenant fails to comply with its obligations under Section 8.2(A)
above, then Landlord Indemnified Parties shall be entitled to select counsel to conduct the defense
of the Claim and Tenant shall pay for the reasonable legal fees and related out-of-pocket expenses
of such Landlord Indemnified Parties; provided, however, that Tenant shall not be required to pay
the legal fees for more than one law firm for all Landlord Indemnified Parties in connection with
any Claim. Landlord Indemnified Parties shall fully cooperate with Tenant in the defense of the
Claim. Tenant shall have the right to compromise or settle any Claim without the consent of
Landlord Indemnified Parties if the compromise or settlement of the Claim does not require
Landlord Indemnified Parties to admit any liability or incur any financial liability, each with
respect to the Claim.
(D) For avoidance of doubt, the obligations of MFP pursuant to this Article shall
not be deemed for any purpose to be duplicative of, or cumulative to, the obligations of MFP under
the Stadium Lease and, to the extent necessary to ensure consistency therewith, the obligations of
MFP pursuant to this Section 8.2 shall be equitably allocated or divided between this Lease and
the Stadium Lease so as to avoid any such duplication.
8.3 Liability for Damage or Injury. Landlord shall not be liable for any damage or
injury which may be sustained by any party or person, or to any personal property, located on the
Development Parcel, other than the damage or injury caused solely by the negligence or willful
breach of Lease by Landlord or any Landlord Indemnified Parties, and all of which is subject to
the conditions and limitations of Florida Statutes, Section 768.28, if any. Nothing herein shall be
construed as a waiver or limitation of the conditions and limitations of such statute.
8.4 Survival. The provisions of this Article 8 shall survive any termination or
expiration of this Lease.
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ARTICLE 9
OPERATION DURING LEASE TERM
9.1 Certain Conditions Of Leasing. Tenant shall be subject to and bound by the
covenants and agreements set forth in this Article 9. Such covenants and agreements shall run
with the Leasehold Estate and burden any interests subordinate thereto. These covenants include
the following:
(A) No Discrimination. Tenant shall not discriminate in violation of any
Applicable Laws upon the basis of race, color, religion, sex, disability, marital status, or national
origin in the sale, lease or rental, or in the use or occupancy, of the Development Parcel or the
Leasehold Improvements.
(B) Safety. Tenant shall take commercially reasonable actions to ensure that the
Development Parcel is a safe environment for the general public. Landlord, as owner of the
Development Parcel shall have no responsibility for, or liability whatsoever to Tenant in
connection with provision of security services to the Development Parcel.
9.2 Compliance with Laws.
(A) Compliance. Tenant shall throughout the Lease Term, at Tenant's sole
expense, promptly comply in all material respects with all Applicable Laws now in effect or that
may hereafter be adopted by any Governmental Agency. Specifically, but without limitation,
Tenant shall construct and maintain the Leasehold Improvements to accommodate the disabled
and comply in all material respects with the applicable requirements of the ADA, as well as other
Applicable Laws pertaining to handicapped access, including, without limitation, the ADA
Accessibility Guidelines for Buildings and Facilities.
(B) Notice. Tenant agrees to give Landlord prompt notice of the receipt by
Tenant of any written complaints related to any material violation of any Applicable Law and of
the commencement of any proceedings or investigations which relate to compliance with any
Applicable Law.
(C) Right to Contest Compliance. In accordance with Section 4.2 through 4.4
and subject to the Contest Conditions, Tenant shall have the right in good faith to contest by
appropriate legal proceeding and without cost or expense to Landlord, the validity or applicability
of any Applicable Law. If compliance with any Applicable Law may legally be held in abeyance
(i) without the incidence of any lien, charge or liability of any kind against the title to the Property,
the Leasehold Improvements or the Leasehold Estate (unless Tenant transfers such lien to bond or
delivers an appropriate indemnity to Landlord), and (ii) without subjecting Tenant or Landlord to
any liability of whatsoever nature for failure so to comply, then, in accordance with Section 4.2
through 4.4 and subject to the Contest Conditions, Tenant may postpone compliance until the final
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determination of any proceedings, provided that all proceedings shall be prosecuted with all due
diligence and dispatch.
(D) Compliance with Insurance Requirements. Tenant shall observe and
comply in all material respects with the requirements of all policies of public liability, fire and
other insurance in force with respect to the Leasehold Improvements.
9.3 Enforceability. It is intended and agreed hereby that the restrictive covenants
contained in this Article 9 shall be binding upon the Parties and their successors in interest and
assigns, as covenants running with the land and shall be for the benefit and in favor of, and
enforceable by, either Landlord and/or Tenant; provided however, that such covenants shall be
binding on Landlord and Tenant, and their respective successors in interests and assigns, only for
such period as each shall have (i) title to the Fee Estate, as to the City, and (ii) the Leasehold Estate,
as to Tenant.
9.4 Utilities; Repair and Relocation of Utilities.
9.4.1 Tenant Responsibilities. Tenant hereby agrees that any and all utility
accounts with respect to the Development Parcel shall be in the name of Tenant or its Subtenants
or their assignees. From and after the Possession Date, under no circumstance whatsoever, shall
Landlord be responsible for any utilities on the Development Parcel, including, but not limited to,
the installation, maintenance, initial cost or fee and/or any on -going charges or fees. Tenant hereby
agrees to pay any and all such utilities relating to the Development Parcel in a timely manner, so
as to avoid any Encumbrance on the Development Parcel. Tenant, at its sole cost and expense and
with the prior written approval of the appropriate utility, agrees to maintain and repair, replace and
relocate as necessary, utility facilities within the Development Parcel required for the operation of
the Development Parcel, and all existing and future Improvements, subject to the following
conditions:
(A) Such activity does not materially or adversely interfere with Landlord's
operations on any property outside the boundaries of the Development Parcel; and
(B) Tenant complies with the provisions of all Permits which have been issued
and are affected by such repair and relocation.
9.4.2 Grant of Non -Exclusive Easements. Landlord shall have the authority to
receive and/or grant any public utility company, pursuant to separate instruments, non-exclusive
easements for the installation, operation, maintenance, repair, replacement, relocation, and
removal of utility lines and facilities (together with access incidental thereto) such as water lines,
fire lines, gas mains, electrical power lines, telephone lines, storm and sanitary sewers and other
utility lines and facilities (collectively, "Utility Facilities"), and such other easements as Landlord
and/or such public utility companies may reasonably require from time to time. All such easements
shall be over, under and/or across: (i) those portions of the Development Parcel shown on the
Approved Plans and Specifications as being set aside for Utility Facilities; or (ii) such other
locations on the Development Parcel as may be determined by Landlord or such public utility
companies from time to time, so long as such locations do not cause unreasonable interference
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with the construction, use and operation of the Miami Freedom Park Commercial Development or
a material increase in expense to Tenant.
9.5 Signage. Following the Possession Date, Tenant shall have the exclusive right to
construct, operate, and display Signage on the interior, exterior or other portions of the
Development Parcel, as Tenant deems necessary and desirable, and/or the Parent Tract where
designated by Landlord (Landlord having no obligation to designate any such areas), so long as
such Signage complies with Applicable Laws. Tenant shall have the exclusive right to sell, license
or otherwise grant naming rights related to any structure within, or portion of, the Development
Parcel. Tenant agrees that such name shall not: (i) be lewd, lascivious or obscene, as defined by
Florida Statutes or show any Specified Anatomical Areas (as defined in the Code); (ii) promote or
cast a positive light on tobacco or vaping or other devices that simulate smoking, except such
limitation shall not apply to advertisement related to (x) "cigar bars" located within the
Development Parcel or (y) the products sold within such establishments that contain such "cigar
bar" use (provided that no such advertisement shall promote vaping or other devices that simulate
smoking); (iii) promote or cast a positive light on the government of any Sanctioned Countries or
any identifiable political figures of such Sanctioned Countries; (iv) be political campaign
advertising; (v) include the name of any Person that (1) has had any criminal felony convictions
within the immediately preceding ten (10) years, (2) is named on any Governmental List, (3) is on
the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with
Activities in the Iran Petroleum Energy Sector List, Scrutinized Companies that Boycott Israel
List, or is engaged in any business operations in Cuba or Syria, as those terms are used and defined
pursuant to Sections 287.135, 215.473, and 215.4725, Florida Statutes, (4) is convicted of a Public
Entity Crime or has been placed in the Convicted Vendors List pursuant to Florida Statute 287.133
or a similar law, rule or regulation, or (5) holds any position in the City or on any board, trust,
agency or other entity created by the City's Charter or Code, or otherwise has a conflict of interest
pursuant to City Code Chapter 2, Article V, and Miami -Dade County Code Section 2-11.1; or (vi)
include the name of any unlawful or illegal business. However, if, subsequent to execution of an
agreement related to such naming rights, the use of such name becomes prohibited pursuant to this
Section 9.5, then Tenant shall be obligated to use commercially reasonable best efforts to
promptly, after learning of the facts giving rise to such prohibition, terminate such naming rights.
If Tenant shall fail to comply with requirements set forth under this Section 9.5, Landlord's sole
and exclusive remedies against Tenant for such failure shall be to seek specific performance or
injunctive relief.
9.6 Limitation on Operations of Tenant. Tenant, as of the Lease Commencement
Date and through the Term, shall not directly undertake any business, sell any goods or services,
or derive any revenue from the Development Parcel, except as related to the following: (i) the
development, financing, and construction of the Improvements contemplated for the Miami
Freedom Park Commercial Development, (ii) the maintenance and management of the
Improvements, and (iii) the granting of subleases, licenses, concessions, or other possessory rights,
including, but not limited to, the leasing of Signage, within the Development Parcel. For avoidance
of doubt, the foregoing shall not restrict any Affiliate of the Tenant (or any Affiliate of any
equityholder of the Tenant) to undertake any business, sell any goods or services, or derive other
sources of revenue from the Development Parcel so long as such Affiliates (or any Affiliate of any
equityholder of the Tenant) have executed a written sublease, license or concession agreement
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with the Tenant or its Subtenants and approved by the Landlord in the manner set forth in Section
15.1.
ARTICLE 10
REPAIRS AND MAINTENANCE DURING LEASE TERM
10.1 Tenant Repair and Maintenance Obligation on Development Parcel.
(A) Repairs. Tenant shall at all times during the Term maintain the
Development Parcel, the Public Infrastructure (except if dedicated to the public, or owned or
managed by a utility or Governmental Agency, or located outside the boundaries of the
Development Parcel and not otherwise Tenant's responsibility pursuant to any applicable written
agreement), and all Improvements in good repair and in a clean, attractive, first-class condition.
Tenant shall not commit or allow to be committed any waste on any portion of the Development
Parcel, Improvements or Public Infrastructure (to the extent not otherwise dedicated to the public,
owned or managed by a utility or Governmental Agency, and to extent located within the
boundaries of the Development Parcel). Tenant' s maintenance shall also include, without
limitation, the following:
(i) Maintaining the surfaces in a level, smooth and evenly -covered
condition with the type of surfacing material originally installed or such substitute as shall in all
respects be equal in quality, use, and durability, and restriping, repairing and replacing of paved
and parking areas;
(ii) Removing all papers, mud and sand, debris, filth and refuse and
thoroughly sweeping the area to the extent reasonably necessary to keep the area in a clean and
orderly condition;
(iii) Placing, keeping in repair and replacing any necessary appropriate
directional signs, markers and lines;
(iv) Operating, keeping in repair and replacing, where necessary, such
artificial lighting facilities as shall be reasonably required;
(v) Maintaining all perimeter and exterior building walls, including, but
not limited to, all retaining walls in a good condition and state of repair; and
(vi) Maintaining, mowing, weeding, trimming and watering all grass,
trees, shrubs and landscaped areas and making such replacements of grass, trees, shrubs and other
landscaping as is necessary. The term "Repairs" shall mean all replacements, renewals,
alterations, additions and betterments required by Applicable Laws, or by Tenant. All Repairs
made by Tenant shall be at least substantially similar in quality and class to the original Work.
(B) Removal of Dangerous Condition. Promptly after receiving written notice
from Landlord or any other Person of any dangerous condition from time to time existing on the
Development Parcel, Tenant shall, at Tenant's sole cost and expense, do or cause to be done all
things necessary to remove such condition, including, but not limited to, taking appropriate
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measures to prevent or repair any erosion, collapse or other unstable condition on the Development
Parcel, the Improvements, or the Public Infrastructure (to the extent not otherwise dedicated to the
public, owned or managed by a utility or Governmental Agency, and to extent located within the
boundaries of the Development Parcel).
(C) No Landlord Repair or Maintenance Obligations. Landlord shall have
no maintenance obligation concerning the Development Parcel and no obligation to make any
Repairs or replacements, in, on, or to the Development Parcel or Improvements. Tenant assumes
the full and sole responsibility for the condition (subject, however, to the terms of Article 4 of the
Construction Administration Agreement). operation, repair, replacement, and maintenance of the
Development Parcel and Improvements throughout the Lease Term; provided, however, that if
Tenant fails to do any of the foregoing in accordance with the terms of this Lease, then Landlord,
upon reasonable prior written notice to Tenant, may elect, in its sole discretion, to perform or cause
the same to be performed on Tenant' s behalf, and all of the costs and expenses reasonably incurred
by Landlord in connection with the same shall be deemed to be additional rent due from Tenant to
Landlord hereunder.
10.2 Landlord Repair, Operation and Maintenance Obligation on Public Park
Parcel. After Tenant' s achievement of Park Site Development Completion and throughout the
remainder of the Term of this Lease, Landlord shall take possession of the Public Park Parcel and
shall, at its sole cost and expense, maintain the Public Park Parcel in good and safe order and
condition, and make all necessary Repairs thereto, in a manner consistent with the standards set
forth for the Tenant in Section 10.1. All Repairs made by Landlord shall be at least substantially
similar in quality and class to the original Work. Landlord shall keep and maintain all portions of
the Public Park Parcel and all improvements thereto in safe and reasonable order and operating
condition, reasonably free of dirt, rubbish and graffiti.
10.3 Right to Undertake Maintenance and Repair. In the event either Tenant or
Landlord fails to so maintain the applicable elements of, respectively, the Development Parcel or
the Public Park Parcel, as set forth in this Article 10, after five (5) Business Days prior written
notice from the other Party, or such other period of time as may be reasonable to perform such
Repair and maintenance, provided such Party promptly commences and diligently pursues same
to completion, the other Party may perform such maintenance or Repair, and the Party that failed
to so maintain the applicable elements of, as applicable, the Development Parcel or the Public Park
Parcel shall pay the costs incurred by the other Party within ten (10) Business Days of receipt of
an invoice.
ARTICLE 11
CHANGES AND ALTERATIONS TO BUILDINGS BY TENANT
11.1 Tenant's Right. Tenant shall have the right, at any time or from time to time during
the Term of this Lease, at its sole cost and expense, to expand, rebuild, alter and/or reconstruct the
Improvements, and to raze existing Improvements; provided, however, that:
(A) The method, schedule and plans and specifications for razing any existing
Improvement and, if applicable, replacing such Improvement with new Improvement(s) are
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submitted to Landlord for its approval (which approval shall be governed by the Construction
Administration Agreement) at least forty five (45) days prior to the commencement of any razing
(unless action is required to comply with building and safety codes, in which Tenant will provide
Landlord with prior written notice that is reasonable under the circumstances);
(B) The rebuilding, alteration, reconstruction or razing does not constitute a
Material Change (except that subsection (b) of the definition of Material Change shall not apply
to the razing of any Improvements that are intended to be rebuilt or reconstructed and such rebuilt
or reconstructed Improvements would not otherwise constitute a Material Change), complies with
Applicable Laws and the Charter Amendment, and does not violate any other provisions of this
Lease; and
(C) Tenant shall obtain all approvals, Permits and authorizations required under
Applicable Laws.
Notwithstanding the foregoing, none of the following shall require Landlord's review or approval
so long as such work (i) does not constitute a Material Change and complies with Applicable Laws
and the Charter Amendment and (ii) does not violate any other provisions of this Lease:
i. any modifications, construction, replacements, or repair in
the nature of "tenant work," or "tenant improvements," as
such terms are customarily used, or any other interior work
within any building; or
ii. any normal and periodic maintenance, operation, and repair
of the Improvements; or
iii. any interior reconfigurations or non -material alterations
made to the Improvements; or
iv. any repair or reconstruction to any Improvement damaged
by casualty, substantially in the same form as existed prior
to such casualty made pursuant to Article 17 of this Lease;
or
v. any modifications, construction, replacement, or repair of
Improvements consistent with the Development Concept.
For the avoidance of doubt, (a) alterations or improvements described in this Article 11 shall be
performed in a good and workmanlike manner that shall not give rise to a lien in violation of
Article 12 and (b) the provisions of this Article 11 shall not apply to the initial construction of the
Improvements, which shall solely be governed by the Construction Administration Agreement.
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ARTICLE 12
DISCHARGE OF OBLIGATIONS; NO LIENS
12.1 Tenant's Duty. During the Term, Tenant will discharge or cause to be discharged
any and all obligations incurred by Tenant (or by anyone claiming by, through or under Tenant)
that give rise to any lien on the Fee Estate, it being understood and agreed that Tenant shall have
the right to withhold any payment to discharge such lien (or to transfer any such lien to a bond in
accordance with Applicable Laws), so long as it is in good faith disputing liability therefor or the
amount thereof and provided (a) such contest of liability or amount operates as a stay of all sale,
entry, foreclosure, or other collection proceedings in regard to such obligations, or disputed
payments are escrowed while the parties negotiate the dispute (pursuant to written escrow
agreement which contains a provision that allows for the release of such funds to prevent any sale,
entry, foreclosure or other collection proceedings), and (b) such action does not result in Landlord
incurring any expense or liability that Tenant does not agree to reimburse. In the event Tenant
withholds any payment as described herein and, as a result, a lien is imposed upon the Fee Estate
with respect to which Tenant does not obtain, within sixty (60) days of the imposition of the lien,
a stay of all sale, entry, foreclosure, or other collection proceedings in regard to such obligations,
then Tenant shall, within ninety (90) days of the imposition of such lien, transfer such lien to bond
and the failure to do so shall constitute a default under this Lease. In the event of such a default,
no further notice shall be required to be given to Tenant for Tenant to be deemed in default under
this Lease.
12.2 The interest of Landlord in the Fee Estate shall not be subject in any way to any
liens, including construction liens, for Improvements to or other work performed in the
Development Parcel by or on behalf of Tenant. Tenant shall have no power or authority to create
any lien or permit any lien to attach to the Fee Estate and all mechanics, materialmen, contractors,
artisans, and other parties contracting with Tenant or its representatives or privies as to the
Development Parcel or any part of the Development Parcel are charged with notice that they must
look to the Tenant to secure payment of any bill for work done or material furnished or for any
other purpose during the Lease Term. These provisions are made with express reference to Section
713.10, Florida Statutes. Landlord and Tenant acknowledge and agree that for the purposes of this
provision, improvements to be performed by Tenant in accordance with this Lease shall not
constitute the "pith" or essence of this Lease, and any such improvements are being performed at
Tenant's sole discretion. Tenant shall notify every contractor making Improvements to the
Development Parcel and supplier of materials for such Improvements that the interest of the
Landlord in the Development Parcel shall not be subject to liens.
12.3 Further, Tenant shall indemnify, defend, and save Landlord harmless from and
against any damage or loss, including reasonable attorneys' fees, incurred by Landlord as a result
of any liens imposed on the Fee Estate or other claims arising out of or related to work performed
in the Development Parcel by or on behalf of Tenant.
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ARTICLE 13
PROHIBITIONS ON USE OF DEVELOPMENT PARCEL
13.1 Special Provisions Concerning Use of Development Parcel by Tenant.
(A) Tenant shall not construct, otherwise develop, or use or allow the use on the
Development Parcel, for anything that is inconsistent with the terms and conditions of this Lease;
provided, however, that subject to compliance with this Lease and the Construction Administration
Agreement, nothing herein will prohibit Tenant, any Subtenant or any Affiliate thereof from (i)
developing the Miami Freedom Park Commercial Development with Improvements in the manner
contemplated by the Development Concept, as may be amended; or (ii) developing the
Development Parcel as a non-residential condominium in accordance with applicable requirements
of Chapter 718, Florida Statutes, provided that the same is in compliance with the Charter
Amendment and Landlord has first approved the form and content of any declaration of
condominium, which approval shall not be unreasonably withheld, delayed or conditioned and
further provided that no condominium may be created prior to completion of all the Public
Benefits.
(B) The Development Parcel shall not knowingly be used for any unlawful or
illegal business, use or purpose, or for any business, use or purpose that constitutes a legal nuisance
of any kind (public or private); or any purpose which violates the approvals of applicable
Governmental Agencies.
(C) No covenant, agreement, lease, Sublease, Leasehold Mortgage, security for
a Mezzanine Financing or other instrument shall be effected or executed by Tenant, or any of its
permitted successors or assigns, whereby the Development Parcel or any portion thereof is
restricted by Tenant, or any permitted successor in interest, upon the basis of race, color, religion,
sexual orientation, sex or national origin in the lease, use or occupancy thereof. Tenant shall
comply with all Applicable Laws, in effect from time to time, prohibiting discrimination or
segregation by reason of race, color, religion, sexual orientation, sex, or national origin in the lease
or occupancy of the Development Parcel.
13.2 Tenant's Duty and Landlord's Right of Enforcement Against Tenant and
Permitted Successors and Assignees. Promptly upon learning of the occurrence of actions
prohibited by Section 13.1, Tenant shall promptly take steps to terminate same, including the
bringing of a suit in a court of competent jurisdiction, if necessary. In the event Tenant does not
take steps to terminate a prohibited action within ten (10) Business Days of Tenant learning of any
actions, Landlord may seek appropriate injunctive relief against the party or parties actually
engaged in the prohibited action in the Circuit Court of Miami -Dade County without being
required to prove or establish that Landlord has inadequate remedies at law.
13.3 Public Park Parcel Uses. From and after the Possession Date until the expiration
or termination of this Lease, whichever shall first occur, the City may not undertake, authorize,
grant or license any right to, or otherwise permit any of its agents or any third party to use the
Public Park Parcel in any manner that is materially inconsistent with its intended purpose as a park
and recreational space for use by the general public or that violates the following conditions:
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(A) Any development within the Public Park Parcel shall be in accordance with
Applicable Law and generally consistent with development standards for the Project; provided,
however, that no development within the Public Park Parcel shall use highly reflective materials,
or incorporate lighting, that faces or otherwise interferes with the Soccer Stadium Development
and its uses in any material way.
(B) No commercial advertisement with a direct competitor of the Team' s
naming rights and cornerstone or similar level partners for the Stadium shall be permitted within
the Public Park Parcel.
(C) Without the consent of Landlord and Tenant, no development within, or use
of, the Public Park Parcel shall include: (i) any enterprise promoting or involving the sale of soccer
related services, memorabilia or merchandise; (ii) ticket brokerage or other businesses promoting
or involving the purchase, sale or exchange of tickets to events; (iii) retail businesses that compete
with the Team' s naming rights and cornerstone or similar level partners for the Stadium; or (iv)
restaurants, bars, or other establishments selling alcoholic beverages (excluding the existing
restaurant operated in the clubhouse located in the Public Park Parcel).
(D) The City shall not conduct, sponsor, license or permit any event within the
Public Park Parcel that materially blocks or interferes with ingress or egress to and from the Soccer
Stadium Development during such times as soccer matches or other events are taking place
thereon.
The City agrees that the foregoing restrictions shall run with the Parent Tract from the Possession
Date through the earlier to occur of the expiration or termination of the Lease or Stadium Lease.
The City, at the written request of MFP but not before the Possession Date, shall record the
foregoing restrictions in an appropriate legal instrument in the public records of Miami -Dade
County after the Possession Date. Notwithstanding anything to the contrary contained in this
Section 13.3, Landlord shall have the right, but not the obligation, to: (i) construct one or more
City of Miami administrative buildings on the Public Park Parcel without the consent of Tenant;
provided that such development does not materially impede access (as set forth in the Special Area
Plan) to the Demised Property and that the City coordinates construction -related activities with
Tenant to ensure that construction does not materially impede the ability of Tenant to meet its
construction obligations under this Lease and the Construction Administration Agreement; and (ii)
pledge revenues received from this Lease and/or the Parent Tract in Landlord's sole discretion.
ARTICLE 14
LIMITATIONS OF LIABILITY
14.1 Limitation of Liability of Landlord. Landlord shall not be liable to Tenant for
any incidental, consequential, special or punitive loss or damage whatsoever.
14.2 Limitation of Liability of Tenant. Tenant shall not be liable to Landlord for any
incidental, consequential, special or punitive loss or damage whatsoever.
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ARTICLE 15
MORTGAGES, MEZZANINE FINANCING, TRANSFERS, SUBLEASES, ETC.
15.1 Right to Transfer.
(A) Tenant shall not assign or transfer this Lease, in whole or in part (including
an assignment or transfer of this Lease constituting a Capital Transaction), without Landlord's
prior written consent, which consent may be arbitrarily withheld, condition or delayed in
Landlord's sole and absolute discretion; provided, however, that the foregoing shall not prohibit a
collateral assignment of this Lease, a Sublease made in accordance with this Article 15 or any
other assignment otherwise expressly permitted in this Lease. Subject to and in accordance with
the terms and conditions of this Article 15, Tenant shall have the right, without Landlord's prior
written consent (but with prior written notice to Landlord), to enter into any Sublease, license,
concession, or other grant of other similar occupancy rights with respect to the Development Parcel
and the Improvements.
(B) Notwithstanding the foregoing, Landlord's prior written approval, which
approval shall not be unreasonably withheld, conditioned or delayed, shall be required for an
Affiliate Lease Transaction. With respect to Affiliate Lease Transactions, Landlord's consent to
a proposed Affiliate Lease Transaction may be withheld only if the Sublease with respect thereto
does not require the proposed Affiliate Subtenant to pay fair market rent for the premises, which,
in the case of a dispute related thereto, shall be determined by an appraisal completed by an
appraiser selected by the Tenant and approved in writing by Landlord. Tenant shall provide
Landlord notice of any Affiliate Lease Transaction a minimum of forty-five (45) days prior to the
effective date of the proposed Affiliate Lease Transaction. If the Landlord fails to deliver written
notice to the Tenant of its approval of the proposed transaction within such period, the Affiliate
Lease Transaction shall be deemed disapproved.
(C) As a material inducement to Landlord entering into this Lease, Tenant shall
at all times keep current records of all Subleases, Leasehold Mortgages and Mezzanine Financing.
Tenant shall deliver to Landlord a true and correct copy of any Sublease, Leasehold Mortgage or
Mezzanine Financing affecting the Demised Premises and any material amendment or
modification of any of the foregoing twice per Lease Year (no later than January 31st and June
30th of each Lease Year).
15.2 Right to Mortgage/Encumber Leasehold & Right to Pledge Equity Interests.
(A) Subject to and in accordance with the terms and conditions of this Article
15, Tenant and/or any Subtenant shall be permitted, without the prior consent of Landlord (but
with prior written notice to Landlord), to encumber its interest in the Lease or Sublease (as
applicable) through a Leasehold Mortgage, deeds of trust, assignment of rents and security
agreements and other real property security instruments, and thereby mortgage, collaterally assign,
and/or encumber its respective leasehold/subleasehold interest in the Development Parcel or any
part thereof together with all appurtenances, rights, privileges and easements benefiting or
pertaining thereto, including all of Tenant's or Subtenant's right, title and interest in and to the
Improvements and all Personal Property.
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(B) Tenant and/or any Subtenant and the direct and indirect owners of equity
interests in Tenant and/or Subtenant shall have the right, from time to time, and without the prior
consent of Landlord (but with prior written notice) to pledge and otherwise encumber any of its
respective direct or indirect equity or ownership interests (whether stock, partnership interest,
beneficial interest in a trust, membership interest or other interest of an ownership or equity nature)
(herein, "equity interests" or "ownership interests") to secure a loan made by a Mezzanine
Financing Source. The granting of such pledge or other security shall not operate to make the
Mezzanine Financing Source thereunder liable for performance of any of the covenants or
obligations of Tenant and/or Subtenant under this Lease or any Sublease, as applicable.
(C) The amount of any indebtedness secured by any Leasehold Mortgage or any
Mezzanine Financing ("Secured Indebtedness") may be modified, amended, restated, replaced,
extended, increased, refinanced, consolidated or renewed from time to time, all without the consent
of Landlord (but with prior written notice). Any transfer of any direct or indirect ownership
interest in Tenant and/or Subtenant from the foreclosure by any Mezzanine Financing Source of a
pledge of ownership interests in Tenant and/or Subtenant or other appropriate actions or
proceedings in the nature thereof, or any transfer made to the purchaser at a foreclosure of such
pledge of ownership interests, or any conveyance, assignment or transfer in lieu of such foreclosure
(including any transfer to the Mezzanine Financing Source or Leasehold Mortgagee, any nominee
of Mezzanine Financing Source, Leasehold Mortgagee or a third party buyer), or any change of
Control or other transfer of any direct or indirect ownership interest in Tenant and/or Subtenant to
the Mezzanine Financing Source, Leasehold Mortgagee or its nominee resulting from the exercise
by the Mezzanine Financing Source or Leasehold Mortgagee of any other rights or remedies under
any Secured Indebtedness documents, including, without limitation, any pledge or other security
agreements or any partnership agreement, operating agreement or other organizational documents,
shall not require the consent of Landlord and shall not constitute a breach of any provision or a
default under this Lease.
(D) For purposes of the Subtenant encumbering its interest in its Sublease
through a Leasehold Mortgage and/or pledging and otherwise encumbering any of its equity
interests or ownership interests to secure a loan made by a Mezzanine Financing Source, all
references in Sections 15.2(E) — (T) (but, excluding Section 15.2(M)) to Landlord shall mean
Tenant, as the sublandlord under the Sublease, all references to the Lease shall mean the Sublease,
and all references to Tenant shall mean the Subtenant, as the Subtenant under the Sublease.
(E) If Tenant shall send Landlord written notice of the existence of a Leasehold
Mortgage (as to a Leasehold Mortgagee) or the existence of security for a Mezzanine Financing
(as to a Mezzanine Financing Source), attaching, as applicable to such notice a copy of the
Leasehold Mortgage or security agreement, and the address of the Lender thereunder for the
service of notices, the Lender set forth in such notice shall be deemed to be a "Lender" for the
purposes of this Section 15.2. Once such notice shall have been given, Landlord shall be entitled
to consider the person identified in such notice at the mailing address specified therein as the holder
of such Leasehold Mortgage (as to a Leasehold Mortgagee) or the security for a Mezzanine
Financing (as to a Mezzanine Financing Source) until such time as Landlord shall receive a copy
of the executed and recorded discharge or assignment thereof.
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(F) If Landlord shall notify Tenant in writing that a default has occurred under
this Lease (hereinafter referred to as a "Default Notice"), a copy of such written notice sent to
Tenant to that effect shall be sent by Landlord to each Lender of which Landlord has been provided
the notice under Section 15.2(E), and Landlord shall, subject to the other applicable terms of this
Article, take no action with respect to such default (but as between Landlord and Tenant only,
Landlord shall be permitted to exercise all remedies permitted under this Lease other than
termination of this Lease or the entering into and retaking possession as a result of such default),
that is not in compliance with the following:
(i) If such default shall be a Monetary Default, such Lender shall be
afforded a period of sixty (60) days more than the period given to Tenant under the provisions of
this Lease to remedy such default; or
(ii) If such default shall be a Nonmonetary Default, such Lender shall
be afforded a period of one hundred twenty (120) days more than the period given to Tenant under
the provisions of this Lease to remedy such default, provided that (x) in a case of default which,
although curable, cannot with diligence be remedied by the Lender, or the remedy of which cannot
be commenced, within such period, such Lender shall have such additional period as reasonably
may be necessary to remedy such default with diligence and continuity and (y) such cure period
shall be extended by any period of time during which (1) Lender is legally prevented or restricted
from exercising its rights and remedies under its loan documents by reason of a Bankruptcy Action,
an injunction, a court order, (2) Lender being denied access to and control over the Development
Parcel, after using diligent efforts to obtain same (only to the extent access is required in order to
cure the default), or (3) other similar prohibition or other cause beyond the reasonable control of
Lender; or
(iii) If a default is of such a nature that it is impossible for the Lender to
remedy it even with diligence and continuity and regardless of the amount of time provided for
such purpose, any such default shall be deemed waived by Landlord solely for the benefit of the
Lender, provided that (x) the Lender complies with the other applicable provisions of this Article
and a new lease is executed by Landlord and the Lender or its nominee or assignee as contemplated
below or (y) if Lender (including its designee, assignee or nominee) consummates a foreclosure
of the Leasehold Estate or the direct or indirect ownership interest in Tenant, all such Tenant -
specific defaults shall be deemed automatically waived, but only for the benefit of such Lender,
and its successors or assigns; or
(iv) As applicable, the Leasehold Mortgagee is diligently proceeding to
foreclose the lien of its Leasehold Mortgage, or the Mezzanine Financing Source is diligently
proceeding to foreclose on its direct or indirect ownership interest in Tenant; or
(v) If such default relates to the non-payment of insurance, such Lender
will be afforded 30 days (after such Lender's receipt of Default Notice) to pay for and procure the
applicable insurance.
Notwithstanding anything to the contrary contained herein, at any time that all or any portion of
the Development Parcel is encumbered by a Leasehold Mortgage, the remedy of termination of
this Lease may only be exercised by Landlord if Tenant's default relates to (i) a fraudulent
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misrepresentation made by Tenant, (ii) the filing of a bankruptcy or similar proceeding by Tenant,
or (iii) after the expiration of any cure periods afforded Lender under this Section 15.2.
(G) In the event that Tenant shall default under any of the provisions of this
Lease, the Lender, without prejudice to its rights against Tenant, shall have the right to cure and
to make good such default within the applicable cure periods provided for in Section 15.2(F)
hereof, whether the same consists of the failure to pay any sum due under this Lease or the failure
to perform any other matter or thing which Tenant is hereby required to do or perform, and
Landlord shall accept such performance on the part of the Lender as though the same had been
done or performed by Tenant. For such purpose, Landlord and Tenant hereby authorize the Lender
to enter upon the Development Parcel and to exercise any of Tenant's rights and powers under this
Lease and, subject to the provisions of this Lease, under its Mortgage and/or security for a
Mezzanine Financing. Upon compliance with the foregoing, any notice of Landlord advising of
any such cured default shall be deemed rescinded, and this Lease shall continue in full force and
effect.
(H) Landlord's consent shall not be required for any Lender or any nominee,
assignee or other party designated by Lender to become the owner of the interest of Tenant
hereunder upon the exercise of any remedy provided for in the Leasehold Mortgage (as to
Leasehold Mortgagee) or the security for a Mezzanine Financing (as to the Mezzanine Financing
Source) or by deed in lieu thereof. If any Lender or any party designated by such Lender shall
either become the owner of the interest of Tenant hereunder, or shall enter into a new lease with
Landlord as provided below, such Lender or such person or other entity shall have the right to
assign, without Landlord's consent, to any other person such interest or such new lease upon prior
written notice to Landlord. Once such permitted assignment has been completed, the terms hereof
with respect to any assignment or other transfer of this Lease shall remain in full force and effect.
Upon written request from Tenant or any Lender, Landlord shall promptly, under documentation
reasonably satisfactory to it and the requesting party: (a) agree directly with Lender that it may
exercise against Landlord all of Lender's rights in this Lease; and (b) provided Tenant reimburses
Landlord's attorneys' fees and expenses, amend this Lease and/or provide other assurances as any
current or prospective Lender reasonably requests, provided such amendment does not adversely
affect Landlord, including reduction of any payment due Landlord, increase of any liability or
obligation of Landlord, or change in any default or cure or notice period. Notwithstanding the
provisions of this Section 15.2(H), no Lender or Mezzanine Financing Source may, without the
consent of the Landlord, assign this Lease or any new lease or any beneficial interests in Tenant,
arising from the exercise of the rights pursuant hereto, to an Affiliate of (i) the Mas Family or (ii)
the owner of a majority of the equity of the Tenant; provided, however, that the foregoing
assignment restriction shall not apply to (x) an equity owner of the Tenant (not an Affiliate of the
Mas Family) that obtains such ownership as a result of the exercise of the rights arising from the
Leasehold Mortgage or Mezzanine Financing or (y) an assignment by the Lender or Mezzanine
Financing Source to an Affiliate described in (i) or (ii) if such assignment arises for a reason other
than an Event of Default under this Lease (e.g., a breach of the credit agreement by Tenant that
does not result from an Event of Default under the Lease) and such assignment arises from a default
under the applicable agreements related to the Leasehold Mortgage or Mezzanine Financing or in
lieu of a cure of such default.
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(I) If this Lease shall terminate for any reason (even if Lender failed to timely
exercise its cure rights for a default hereunder), or be rejected or disaffirmed pursuant to any
bankruptcy law or any other law affecting creditors' rights, any Lender or its nominee, assignee or
other party designated by Lender (the "New Tenant") shall have the right, exercisable by written
notice to Landlord within sixty (60) days after such Lender receives written notice of the effective
date of such termination, to enter into a new lease of the Development Parcel with Landlord,
subject, however, to the rights of all Subtenants under the Subleases and the Non -Disturbance
Agreements. The term of such new lease shall begin on the date of the termination of this Lease
and shall continue for the remainder of the term of this Lease and include all remaining option
periods, which shall be exercised pursuant to Section 2.2(B) hereof. Such new lease executed by
the Lender or its nominee or assignee shall otherwise contain the same terms and conditions as
those set forth herein, except for requirements that have already expired or been performed, and
except for prior obligations of Tenant which are not curable as provided herein and which remain
unperformed or unsatisfied; provided, however, thereto as a condition to being able to enter into
such new lease, the New Tenant thereunder shall cure any existing defaults, or defaults which
existed as of the termination of the Lease with Tenant, which are capable of being cured within
the applicable cure periods set forth above in this Article. It is the intention of the Parties hereto
that, to the fullest extent permitted by Applicable Law, such new lease shall have the same priority
relative to other rights or interests to or in the fee estate in the land covered by the new lease as
this Lease, subject, however, to the rights of the Subtenants under the Subleases. The provisions
of this Section 15.2(1) shall survive the termination (but not the expiration) of this Lease and shall
continue in full force and effect thereunder to the same extent as if this Section 15.2(1) were a
separate and independent contract among Landlord, Tenant and each Lender. From the date on
which any Lender shall serve upon Landlord the aforesaid written notice of the exercise of its right
to a new lease, and subject to the obligation to cure defaults as provided above, a new lease shall
be deemed to have been entered into effective as of the date of termination of this Lease and such
Lender or its nominee or assignee may use and enjoy the Development Parcel without hindrance
or interference by Landlord. At Landlord's or the Lender's request, the Parties shall enter into an
additional agreement with Landlord confirmatory of the provisions of this Section 15.2(1). If
Lender timely requests a new lease in conformity with this Section 15.2(1), then from the date this
Lease terminates until the parties execute and deliver a new lease, Landlord shall not: (a) operate
the Development Parcel in an unreasonable manner; (b) terminate any Sublease(s) except for a
default thereunder beyond all applicable notice and cure periods; or (c) sublease any portion of the
Development Parcel. When the parties thereto sign a new lease, Landlord shall transfer to New
Tenant all Subleases (including any security deposits held by Landlord, if any), service contracts,
premises operations, and net income Landlord collected from the Development Parcel during the
period described in the previous sentence and any offset rights which Tenant was entitled to under
this Lease prior to the termination thereof shall automatically be transferred to New Tenant.
(J) During the term of any Leasehold Mortgage, no surrender (except a
surrender upon the expiration of the term of this Lease) by Tenant to Landlord of this Lease, or of
the Development Parcel or any part thereof, or of any interest therein, and no termination of this
Lease, may occur except as expressly provided herein, nor may any of the terms hereof be
amended, modified, changed or canceled, except as expressly provided herein, in a manner which
is detrimental to a Lender without the prior written consent of the Lender, which consent may be
given or withheld in the sole discretion of the Lender.
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(K) In the event that the Lender or its nominee or assignee succeeds to Tenant's
interest in this Lease, Landlord agrees to look solely to such interest in the Lease and to the
Improvements upon the Development Parcel for the performance of the obligations of Tenant
hereunder, and shall never seek to recover against any other assets of such Lender.
(L) If at any time multiple Lenders exist: (a) any notice to Lender refers to all
Lenders; (b) except under the foregoing clause (a), only the most senior Lender may exercise all
rights of Lenders, to the exclusion of junior Lenders; (c) to the extent that the most senior Lenders
declines to do so, any other Lenders may exercise those rights, in order of priority; and (d) if
Lender do not agree on priorities, a written determination of priority issued by a title insurance
underwriter licensed in the State of Florida shall govern.
(M) Unless otherwise provided in this Lease, Landlord shall never be required,
under any provision of this Lease relating to Lender or otherwise, to mortgage the Fee Estate.
Landlord agrees not to mortgage or otherwise create a security interest, lien or Encumbrance on
the Fee Estate (each, a "Fee Mortgage"), except in compliance with the provisions of this Section
15.2(M). Any Fee Mortgage shall be expressly subordinate to this Lease, all amendments and
modification thereto and extensions thereof; and shall include the fee mortgagee's agreement to
execute, acknowledge and deliver for recording, upon request, to any Lender (or its successor,
assignee or designee) a subordination agreement containing such terms as are reasonably
acceptable to such Lender. However, the failure by a fee mortgagee to deliver a requested
subordination agreement (with respect to this Lease, any Leasehold Mortgage and/or any security
for Mezzanine Financing) shall not affect the rights of any Lender hereunder or the priority of such
Leasehold Mortgage/security for Mezzanine Financing over such Fee Mortgage. Except as
otherwise provided for in this Lease and the Ancillary Agreements, including the easements set
forth in the Construction Administration Agreement, Tenant hereby acknowledges and agrees that
nothing herein shall serve to prohibit, abridge, or otherwise restrict Landlord's ability to construct
upon, utilize, and encumber the Public Park Parcel or any part of the Parent Tract not leased to
Tenant.
(N) In addition to a copy of the Default Notice, as set forth in Section 15.2(F)
above, Landlord agrees to deliver to each Lender of which Landlord has been provided the notice
under Section 15.2(F) any other material correspondences or material notices delivered to Tenant,
as reasonably deemed material by Landlord. Landlord and Tenant also agree to deliver to such
Lender(s) a copy of any voluntary termination by either Party or the election of Tenant to extend
or not extend the Lease as provided under Section 2.2(B) herein.
(0) A Lender that receives the proceeds of insurance or condemnation awards
to which Tenant would otherwise have been entitled under Article 16 or Article 17 hereof shall
use and apply or dispose of such proceeds or award in accordance with the applicable terms of
Article 16 or Article 17, as applicable. If more than one such Lender desires to receive such award
and undertake such obligation, the most senior Lender shall have priority in the exercise of such
right. If Lenders do not agree on priorities, a written determination of priority issued by a title
insurance underwriter licensed in the State of Florida shall govern.
(P) To the extent set forth in the applicable Leasehold Mortgage, a Lender shall
have the right (but not the obligation) to participate in the adjustment of insurance claims, to appear
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in any and all Taking proceedings with respect to the portion of the Leasehold Estate encumbered
by the Leasehold Mortgage or any portion thereof, and to participate in any and all hearings, trials
or appeals in connection therewith; provided, however, that no Lender shall have any right, claim
or interest in any Taking proceedings that relate to the Fee Estate.
(Q) As long as the lien of a Leasehold Mortgage or any security for a Mezzanine
Financing remains undischarged, unless Lender shall otherwise expressly consent in writing, the
fee title to the Development Parcel and the estate of Tenant therein created by this Lease shall not
merge, but shall remain separate and distinct, notwithstanding the acquisition of such fee title and
such estate of Tenant therein by City or by Tenant or by a third party, by purchase or otherwise.
(R) In the event of a Bankruptcy Action in which Tenant thereof is a debtor:
(i) If this Lease is rejected in connection with such Bankruptcy Action
by the Tenant or a trustee in bankruptcy for such Person (or other Person to such proceeding), such
rejection shall be deemed an assignment by such Persons to Lender of the Development Parcel and
all of Tenant' s interests in this Lease and neither the Leasehold Estate nor this Lease shall terminate
or be cancelled and Lender shall have all rights and obligations of such Person as if such
Bankruptcy Action had not occurred, unless Lender shall reject such deemed assignment by notice
to Landlord within thirty (30) Business Days following such rejection.
(ii) If any court of competent jurisdiction or other tribunal shall
determine that the Lease shall have been terminated or cancelled notwithstanding the provisions
of clause (i) above as a result of such rejection, the rights of New Tenant to a new lease under
Section 15.2(1) shall not be affected thereby, and Lender and Landlord agree that New Tenant
shall enter into such new lease pursuant to the terms and conditions of Section 15.2(I)
notwithstanding the foregoing.
(S) Each Lender shall be a third -party beneficiary of this Article 15.
(T) Except as otherwise provided to the contrary in any Sublease, in the event
any Lender would have priority over any Sublease, the Lender shall be obligated to agree to
recognize and not disturb the rights of the Subtenant under its Sublease upon any foreclosure of
the Leasehold Mortgage and/or security for a Mezzanine Financing, except in the event the
Subtenant defaults beyond any applicable cure period under its Sublease.
In the event of any conflict between this Section 15.2 and any other terms and provisions
of this Lease, this Section 15.2 shall prevail.
15.3 Rights to Sublease and Non -Disturbance to Subtenants.
(A) Except for an Affiliate Lease Transaction and subject to Section 15.3(B),
Tenant may enter into one or more subleases of (or other agreements granting third parties a right
to possession of) portions of the Development Parcel (each a "Sublease") without the prior consent
of the City (but with prior written notice, which notice shall include a copy of the proposed
Sublease) with a third party ("Subtenant"), provided that (i) Tenant is not in default under this
Lease, which default remains uncured following expiration of all applicable cure periods and (ii)
the Sublease contains the following provisions:
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(i) Legal Description. The Sublease shall have a clearly defined legal
description.
(ii) Term. The Sublease shall be for a term equal to or less than the
presently existing Lease Term (i.e., which shall include any properly exercised Options and shall
not include any unexercised Options, except that a Sublease may provide for an option to extend
the term through a period up to and including the expiration of the term of any unexercised Option).
(iii) Covenants. The Sublease shall include the covenants required by
the applicable Sections of this Lease and require, to the extent applicable, the Subtenant to comply
with all provisions of the Lease and Construction Administration Agreement applicable to the
subleased premises, including, without limitation, all permitting requirements, all deadlines for
Completion of Construction set forth in Section 2.10(D) of the Construction Administration
Agreement and the procedures to approve plans and specifications for the construction of any
Improvements within the portion of the property applicable to the Sublease in the manner set forth
in the Construction Administration Agreement.
(iv) Subordination. The Sublease shall provide that such Sublease shall
be subject and subordinate to the terms of this Lease (but subject to the provisions of any applicable
Non -Disturbance Agreement described in Section 15.3(C)); provided, however that (a) the non -
disturbance provisions in the Non -Disturbance Agreement shall have no force or effect and shall
not be binding on Landlord unless and until the Initial Threshold shall have been satisfied, and (b)
Landlord shall have the right to terminate any subleasehold fee estate in conjunction with the
termination of this Lease at any time prior to the date on which the Tenant achieves the Initial
Threshold.
(v) Compliance With Laws and Insurance. The Sublease shall
provide that such Subtenant shall comply in all material respects with all Applicable Laws as to
the applicable Miami Freedom Park Commercial Development Component, and any and all
requirements of public liability, fire and other policies of insurance which may be applicable to its
operations, activities, rights and obligations under such Sublease.
(vi) Specific Language To Be Included in Subleases. Subleases shall
contain the following provisions:
All terms, covenants, and provisions of this Sublease and all rights, remedies, and
options of Subtenant under this Sublease are and shall at all times remain fully
subject and subordinate in all respects to the Lease. If the Lease and the Leasehold
Estate terminate, then this Sublease shall terminate (except as Landlord has agreed
otherwise in a written Non -Disturbance Agreement).
In that event the Non -Disturbance Agreement shall have been entered into with a Subtenant, the
terms of Section 15.3(C) below shall apply.
(vii) Obligations of Tenant Under Sublease. No Sublease shall affect
any obligations of Tenant or rights of Landlord under this Lease, all of which shall continue in full
force and effect notwithstanding any Sublease. Any Sublease shall expire no later than one hour
before the expiration date of this Lease. If a Subtenant shall take any action that would constitute
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a default under this Lease, such default shall be deemed an Event of Default subject to Tenant's
cure rights to the extent set forth in Section 18.1(M).
(viii) Subleasehold Mortgages. To the extent permitted in Section 15.2
above and subject to the provisions set forth therein, Subtenant shall be permitted to encumber its
interest in the Sublease through a Leasehold Mortgage and/or security for a Mezzanine Financing
without the consent from Tenant or Landlord being required.
(B) Limitation on Subleasing and Commencement of Construction Prior to
Occurrence of Initial Threshold. Upon the Lease Commencement Date, Tenant shall be
permitted to enter into Sublease(s) with respect to any portion of the Development Parcel;
provided, however, that neither Tenant nor any Subtenant or other occupant shall be permitted to
Commence Construction of any vertical Improvements prior to satisfying the Initial Threshold.
(C) Subordination, Non -Disturbance and Attornment Agreement.
Notwithstanding anything contained herein to the contrary, Landlord agrees to execute with each
Subtenant which has executed a Sublease in the ordinary course of business, a Subordination, Non -
Disturbance and Attornment Agreement (the "Non -Disturbance Agreement") in form and
substance attached hereto and made a part hereof as Schedule 15.3 of this Lease. Pursuant to each
Non -Disturbance Agreement, upon any termination of this Lease prior to the expiration of the then
applicable term, and all options or renewal terms (if exercised), under the Sublease having the
benefit of the Non -Disturbance Agreement, such Sublease shall continue in full force and effect
and Landlord shall succeed to all of the right, title and interest of Tenant as landlord under such
Sublease and the Sublease shall become a direct lease between Landlord and the Subtenant
thereunder thereby establishing privity of estate and contract as between Landlord and the
Subtenant under such Sublease with the same force and effect as though the Sublease were
originally made from Landlord in favor of such Subtenant. Notwithstanding the foregoing,
however, Landlord will not be responsible for any monies on deposit with Tenant to the credit of
such Subtenant not received by Landlord. The Non -Disturbance Agreement shall also be subject
to the condition that Landlord:
(i) shall not be liable for any act or omission of any prior landlord,
including, without limitation, Tenant, or for any fact, circumstance or condition existing prior to
Landlord's termination of the Lease or taking of possession;
(ii) shall not be bound by any rent or additional rent which any
Subtenant may have prepaid more than one (1) month in advance under any Sublease;
(iii) shall not be subject to any offsets, claims or defenses which any
Subtenant might have against any prior landlord (including, without limitation, Tenant) except to
the extent such Subtenant has such rights under its Sublease;
(iv) shall not be bound by any amendment to the Sublease entered into
without Landlord's consent that would have a material adverse effect on Landlord's rights or by
any agreement in any Sublease to construct or complete any Subtenant premises or any
improvement thereof for any Subtenant, or to indemnify any Subtenant for any loss resulting from
a failure to timely deliver any Subtenant premises (provided, however, that Landlord shall make
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casualty insurance proceeds received by it for a loss suffered by the Subtenant available for repair
or reconstruction of such premises); and
(v) shall not have an obligation to return any security deposit which any
Subtenant may have paid or deposited under any Sublease (unless such security deposit was
previously transferred to the Landlord).
(D) Subtenants of Subtenants. Subject to the limitations set forth in Section
15.3(B), any Subtenant may enter into one or more subleases of portions of the Development
Parcel subleased to such Subtenant without the prior consent of the City, provided that (i)
Subtenant is not in default under its Sublease, which default remains uncured following expiration
of all applicable cure periods, and (ii) the sublease between Subtenant and its subtenant contains
the provisions set forth in Section 15.3(A)(i) — (vi). Additionally, for purposes of this Lease, a
"Subtenant" may also include any subtenants of any Subtenant, subject to the same obligations
of a Subtenant hereunder and with the same rights and benefits of a Subtenant hereunder,
including, but not limited to, the right to a Non -Disturbance Agreement from Landlord as provided
in Section 15.3(C) above.
15.4 Estoppel Certificates from Landlord. Upon request of Tenant, any Lender or
any Subtenant, Landlord agrees to use good faith efforts to give such requesting party an estoppel
certificate in accordance with Section 23.2 herein, and the requesting party shall be entitled to rely
on the estoppel certificate; provided that Landlord shall not incur any liability for damages to any
Lender, Subtenant, or other third party by virtue of providing such certificate, even if later
determined to be inaccurate (provided that Landlord has exercised good faith in so providing). If
Landlord fails to provide such estoppel certificate within the sixty (60) day period set forth in
Section 23.2 herein, the Tenant, Lender, or Subtenant (as applicable) shall deliver a second notice
to the Landlord requesting the estoppel certificate, which shall prominently set forth that such
notice is a second notice.
15.5 Right to Create Non -Residential Leasehold Condominium. At any time after
Park Site Development Completion, Tenant, subject to the terms of the Lease and in compliance
with Section 718.401, Florida Statutes, shall be permitted from time to time, to create one or more
non-residential leasehold condominium regimes, without the prior consent of Landlord; provided
Landlord shall have the first approved the form and content of any such declaration of
condominium (each approval not to be unreasonably withheld). Following Landlord's approval
of the form and content of declaration of condominium and the recordation thereof, Tenant shall
give written notice to Landlord specifying the name and address of any condominium association
to which notices required by this Lease shall be sent, and a copy of the governing documents of
the condominium regime.
15.6 Capital Transaction.
15.6.1 Without the Landlord's prior written approval, Tenant shall have the right
to enter into any Capital Transaction; provided, however, that: (i) no such Capital Transaction may
occur with any Disqualified Person (unless otherwise approved in writing by Landlord); and (ii)
an assignment or transfer of the Lease shall be subject to the provisions of the first sentence of
Section 15.1(A) above. Tenant shall provide Landlord notice of any Capital Transaction a
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minimum of thirty (30) days prior to the effective date of the proposed Capital Transaction and, in
such notice, Tenant shall disclose the entities or individuals who will constitute Record Owners of
the Tenant or assignee after the closing of the Capital Transaction and certify to the Landlord that
no such Record Owners are Disqualified Persons (unless otherwise approved in writing by
Landlord).
15.6.2 Notwithstanding anything to the contrary in this Lease, Tenant agrees that
upon the occurrence of a Capital Transaction and the receipt by Record Owners of the proceeds
therefrom, Tenant will pay to Landlord an amount equal to one percent (1%) of the gross proceeds
actually received by the Record Owners of the Tenant resulting from any Capital Transaction. The
Parties' intent is that any revenue derived by the Tenant from any sale, assignment or other transfer
of the membership or other equity or beneficial interest in the Tenant and reinvested into the
Project will not constitute a Capital Transaction, while any revenue from any sale, assignment of
other transfer of the membership or other equity or beneficial interest in the Tenant that is not
reinvested into the Project and instead distributed to the Record Owners will be subject to the
payment of the Capital Transaction fee. For avoidance of doubt, if the Capital Transaction
contemplates any deferred payments to be made to the Tenant (i.e. an earn -out payment or any
seller financing), then the Tenant shall have the obligation to pay to the Landlord the applicable
Capital Transaction fee for such deferred payments upon receipt thereof. Tenant shall provide
Landlord with access to reasonable documentation to confirm the amount payable pursuant hereto
promptly after Landlord's demand thereof.
15.7 Facilities Maintenance Agreement.
15.7.1 To promote the integrated and mixed use nature of the Project, including
identification of such portions of the Project available for public use, and to ensure that the
common or shared components of the overall Project (such as, without limitation, walkways,
promenades, driveways, parking facilities, park areas, Project -wide lighting and signage, and other
shared components, areas and facilities) are maintained and benefit each other, the Tenant shall
have the right to enter into (and record a notice related thereto in the public records) a facilities
maintenance agreement, which agreement shall be subject to the reasonable approval of the
Landlord (the "Facilities Maintenance Agreement"). Pursuant to the Facilities Maintenance
Agreement, the plazas, walkways, greenways, and sidewalks identified in the Development
Concept for the Development Parcel shall be generally maintained "open to the public" without
discrimination, subject to reasonable operational rules, regulations and restrictions typically
imposed by commercial operators of commercial properties similar to the Development Parcel,
and such common or shared components, areas and facilities will be available for use by the
portions of the Development Parcel and Stadium Parcel intended to be served thereby. The
Facilities Maintenance Agreement shall provide that the plaza area immediately adjacent to the
Stadium Parcel and within the security perimeter of the Stadium, as identified in the Approved
Special Area Plan, will be accessible by ticketholders of Stadium Events at no additional charge
and will be made available to IMS for the operational needs of the Stadium during Stadium Events.
The Facilities Maintenance Agreement will provide the method by which the cost of the
maintenance of the common areas and facilities will be shared by the respective users or
Subtenants of the Project, which, to the extent practicable, will be pro rata amongst such parties.
The Parties, in good faith, agree to negotiate, as a part of the Landlord's review and approval of
the Facilities Maintenance Agreement, the potential rights of the Landlord to terminate the
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Facilities Maintenance Agreement, and the consequences thereof, with respect to those portions of
the Development Parcel that Landlord takes back possession in connection with the exercise of
any rights or remedies available under this Lease; provided, however, with respect to any parcel
that Landlord intends to use as a park or other public purpose, Landlord shall have the unfettered
right to have any such parcels released from the Facilities Maintenance Agreement.
15.7.2 Upon execution of the Facilities Maintenance Agreement (and following
Landlord's approval thereof), Landlord hereby agrees to recognize and not disturb the rights of
Tenant and any transferee (and its or their respective Subtenants and other subtenants, including
licensees, employees, customers, guests, invitees and/or other permitted users) to the common or
shared components, areas or facilities identified as such in the Facilities Maintenance Agreement
and, if requested by Tenant, execute a joinder to the Facilities Maintenance Agreement for the sole
purpose of recognizing the rights set forth therein.
15.8 Prohibition on Transfer of Mas Family Control. Tenant (i) represents and
warrants that the Mas Family has, as of the Lease Commencement Date, Control of MFP, and (ii)
agrees that, from and after the Lease Commencement Date until achievement of Park Site
Development Completion and the receipt of a Certificate of Occupancy for the Soccer Stadium
Development, the Mas Family shall continuously and without interruption maintain Control of
MFP. The representations and warranties set forth in this Section 15.8 shall be deemed material
representations and warranties for purposes of Section 18.1(C).
ARTICLE 16
EMINENT DOMAIN
16.1 Taking of Development Parcel. For purposes of this Article, any of the following
three events shall be deemed a "Taking": (a) if any part of the Development Parcel is taken or
condemned through the exercise of the power of eminent domain by any governmental or private
board, body, or agency having the right to exercise such power or through inverse condemnation;
(b) if any part of the Development Parcel is conveyed to any condemning authority under threat of
condemnation before or after proceedings have been commenced to acquire the property by the
condemning authority; or (c) if a "Taking" is judicially declared with respect to any part of the
Development Parcel. Landlord, Tenant, Subtenants, and any Leasehold Mortgagee may appear
and participate in any such proceeding or action, to negotiate and prosecute any claim for
compensation on account of any Taking as it relates to each of their respective interests in the
Development Parcel. All amounts, including, but not limited to, any business damages and/or
moving and relocation expenses, paid in connection with any Taking of the Development Parcel
shall be applied pursuant to this Article. All such amounts are defined as the "Award."
16.1.1 In the event of a Taking of the entire Development Parcel ("Total Taking"),
the Term shall terminate on the date that title transfers to the condemning authority. In the event
of a Total Taking, the Parties shall have the following rights and obligations with respect to the
Award, each measured as if no Total Taking had occurred: (i) Landlord shall have the right to
receive that portion of the Award that represents the Leased Fee Value, and (ii) Tenant shall have
the right to receive that portion of the Award that represents the fair market value of the
Improvements and the value of Tenant' s Leasehold Estate created pursuant to this Lease, together
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with any relocation costs and any other damages or costs incurred as a result thereof that Tenant
may be entitled to under Applicable Law.
16.1.2 In the event of a Taking of less than the entire Development Parcel ("Partial
Taking"), the Parties shall have the following rights and obligations with respect to the Award,
each measured as if no Partial Taking had occurred: (i) Landlord shall have the right to receive
that portion of the Award that represents the Leased Fee Value of such portion of the Development
Parcel subject to the Partial Taking and (ii) Tenant shall have the right to receive that portion of
the Award that represents the fair market value of the Improvements within such portion of the
Development Parcel subject to the Partial Taking and the value of Tenant's Leasehold Estate for
such portion of the Development Parcel subject to the Partial Taking, together with any relocation
costs and any other damages or costs incurred as a result thereof that Tenant may be entitled to
under Applicable Law. In addition, should Tenant elect not to terminate this Lease in accordance
with Section 16.3 below, (x) Tenant is additionally entitled to that portion of the Award that
represents the cost to repair and restore any damage to the Development Parcel ("Cost to Cure")
as provided for in Section 16.4. and (y) Landlord shall be entitled to that portion of the Award that
represents damages to the Development Parcel remaining after the restoration by Tenant
("Unmitigated Damages"). Should Tenant elect to terminate this Lease in accordance with
Section 16.3 below, Landlord shall be entitled to that portion of the Award that represents the Cost
to Cure and any Unmitigated Damages to the remaining Development Parcel.
16.1.3 With respect to any Taking, Tenant may also pursue a separate claim for
business damages, for any trade fixtures and personal property so taken which were the property
of Tenant, for moving and/or relocation costs, and for any other damages or costs incurred as a
result thereof that Tenant may be entitled to under Applicable Law.
16.2 Proceeds of Taking. If this Lease is terminated following a Total Taking under
Section 16.1, or if this Lease is terminated following a Partial Taking under Section 16.3 herein,
the proceeds of any such Taking (whole or partial) shall be distributed as described in Section 16.1
and Section 16.2, as applicable. If the value of the respective interests of Landlord and Tenant
shall be determined according to the foregoing provisions of this Article 16 in the proceeding
pursuant to which the Development Parcel shall have been taken, the values so determined shall
be conclusive upon Landlord and Tenant. If such values shall not have been separately determined
in such proceeding, such values shall be fixed by agreement mutually acceptable to Landlord and
Tenant, or if they are unable to agree, by an apportionment hearing within the condemnation
proceeding. In any type of proposed Taking that results under this Article 16, Landlord and
Tenant, in their respective capacities, may each seek to recover from the condemning authority
their respective attorney's fees and costs in the manner provided for under Applicable Law,
including under Chapters 73 and 74 of the Florida Statutes, and the laws related thereto.
16.3 Partial Taking; Termination of Lease. If, in the event of a Partial Taking, in the
good faith, reasonable judgment of Tenant: (i) the remaining portion of the Development Parcel
not so taken cannot be adequately restored, repaired or reconstructed so as to constitute a complete
architectural unit of substantially the same usefulness, design, construction, and commercial
feasibility, as immediately before such Taking, or (ii) the Award to Tenant for such Partial Taking
is insufficient to pay for such restoration, repair or reconstruction of the Development Parcel,
Tenant shall have the right, to be exercised by written notice to Landlord within one hundred
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twenty (120) days after the date of Partial Taking, to terminate this Lease on a date to be specified
in such notice (not to exceed thirty (30) days after the date of Partial Taking) (such termination
date hereinafter referred to as the "Partial Taking Termination Date"). In such case Tenant shall
pay and shall satisfy all Rents and other payments due and accrued hereunder up to the Partial
Taking Termination Date and shall perform all of the obligations of Tenant hereunder to such
Partial Taking Termination Date, and thereupon this Lease and the Term herein shall cease and
terminate.
16.4 Partial Taking; Continuation of Lease. If, following a Partial Taking, this Lease
is not terminated as hereinabove provided, then (i) the Term of this Lease shall terminate as to the
portion of the Development Parcel taken in such condemnation proceedings; and (ii) as to that
portion of the Development Parcel not taken, Tenant shall use its portion of the Award arising
from the Partial Taking and/or insurance proceeds paid to Tenant to make an adequate restoration,
repair or reconstruction or, at Tenant's discretion, to rebuild a new building upon the portion of
the Development Parcel not affected by the Taking. Any portion of the Award payable to Tenant
and not used for such restoration, reconstruction, repair or rebuilding, shall be retained by Tenant.
If the part of the Award so paid to Tenant is insufficient to pay for such restoration, repair or
reconstruction, but Tenant does not terminate the Lease pursuant to Section 16.3, Tenant shall be
responsible for providing the additional monies required to pay the remaining cost of whatever
restoration, repair and reconstruction is required to complete the same in accordance with the
applicable provisions of the Construction Administration Agreement (as if same were applicable
to such restoration, repair or reconstruction) free from mechanics' or materialmen's liens. Tenant
shall at all times defend and save Landlord free and harmless from any and all such liens (all in
accordance with the applicable provisions of this Lease). If Tenant elects not to terminate the
Lease Term, then the Rent and/or other amounts otherwise payable hereunder by Tenant may be
partially abated on an equitable basis as determined by the specific scope of the Partial Taking.
16.5 Temporary Taking. If the whole or any part of the Development Parcel or of
Tenant's interest under this Lease is taken for a temporary period ("Temporary Taking"), the
Term shall not terminate by reason thereof, and Tenant shall continue (i) to pay, in the manner and
at the times herein specified, the Rent, and all other charges payable by Tenant hereunder, though
partially abated during the period of such Temporary Taking to the extent any portion of the
Development Parcel is unavailable for use by Tenant (such abatement to be determined on an
equitable basis), and (ii) except only to the extent that Tenant either may be prevented from so
doing pursuant to the terms of the order of the condemning authority or is unable to do so given
the nature of the Temporary Taking, to perform and observe all of the other terms, covenants,
conditions and all obligations hereof upon the part of Tenant to be performed and observed, as
though such Temporary Taking had not occurred; provided, however, that: (i) if the Temporary
Taking occurs and is expected to exceed a period of one (1) year, and (ii) to the extent the
remaining portion of the Development Parcel not so temporarily taken cannot be adequately
restored, repaired or reconstructed so as to constitute a complete architectural unit of substantially
the same usefulness, design, construction, and commercial feasibility, as immediately before such
Temporary Taking, Tenant may elect to terminate the remaining Term by notifying Landlord of
such election within sixty (60) days after the date of such Temporary Taking. In the event of a
Temporary Taking, Tenant and Landlord shall be permitted to pursue condemnation proceeds in
the manner provided for a Partial Taking.
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16.6 Additional Takings. In case of a second or any additional Partial Taking(s) from
time to time, the provisions hereinabove contained shall apply to each such Partial Taking. In any
such events, the Award shall be divided in accordance with the provisions of this Article 16.
ARTICLE 17
DAMAGE AND DESTRUCTION
17.1 Tenant's Duty to Restore. Subject to Section 17.5, if at any time during the Term,
the Development Parcel, the Improvements, or any part thereof, shall be damaged or destroyed by
fire or other casualty covered within the insurance designation of fire and extended coverage as
same is customarily written in the State of Florida, Tenant, at its sole cost and expense, if so
requested by Landlord, or elected by Tenant, and provided that the insurance proceeds related to
such casualty are made available to Tenant for use in connection therewith and are sufficient to
pay for such restoration, repair or reconstruction, shall commence with reasonable diligence, to
repair, alter, restore, replace or rebuild the same as nearly as reasonably possible to its value,
conditions and character which existed immediately prior to such damage or destruction, subject
to such changes or alterations as Tenant may elect to make in conformity with the provisions of
this Lease and modern construction techniques and methods. Provided Tenant otherwise complies
with the terms of this Lease and, if necessary, obtains Landlord's approval, it may construct
Improvements which are larger, smaller or different in design from, and which represent a use
comparable to, prior use or as are allowed by Article 5 of this Lease and by Applicable Laws.
However, in the event insurance proceeds related to such casualty are not made available to Tenant
for use in connection therewith, or are insufficient to enable the continuation of operations on the
Development Parcel, or in the event that casualty so damages a material portion of the Miami
Freedom Park Commercial Development such that Tenant cannot reasonably be expected to
operate its business within the Development Parcel as intended for a period of more than one
hundred eighty (180) days, and Tenant elects not to rebuild, Tenant shall have the right to terminate
this Lease, or at its discretion, terminate the Lease only as to the portion of the Development Parcel
affected by such casualty, in which event (i) the Development Parcel or the applicable portion
thereof shall be returned to Landlord in its then existing condition (except that Tenant shall use the
insurance proceeds to demolish any structures or improvements that are unusable or unsafe), and
(ii) all Rent shall be abated or equitably adjusted on a proportionate basis from and after the
termination date set forth on Tenant's termination notice. The balance of any unused insurance
proceeds shall be paid to Tenant and any Lender as their respective interests may appear.
17.2 Interrelationship of Lease Sections. Except as otherwise provided in this Article
17, the conditions under which any construction, repair and/or maintenance work is to be
performed and the method of proceeding with and performing the same shall be governed by all
the provisions of Article 5 and Article 10, subject to changes to the extent permissible under
Article 11.
17.3 Loss Payees of Tenant -Maintained Property Insurance. With respect to all
policies of property insurance required to be maintained by Tenant in accordance with this Lease,
(a) Landlord shall be named as a loss payee as its interest may appear (and if a Lender then exists,
the Lender shall also be named as the loss payee), and (b) the loss thereunder shall be payable to
Tenant, Landlord and any Lender under a standard mortgage endorsement. Neither Landlord nor
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any Lender shall unreasonably withhold its consent to a release of the proceeds of any fire or other
casualty insurance for any loss which shall occur during the Term for repair or rebuilding (when
the Improvements are to be repaired or rebuilt as provided herein); provided that Lender' s
agreement relative to insured losses and use of proceeds shall be subject to the terms of the
Leasehold Mortgage or the security for a Mezzanine Financing (as applicable). Any proceeds
remaining after completion of rebuilding or repair under this Article, shall be paid to Tenant.
17.4 Abatement of Rent. During the period of any repair or maintenance under this
Article 17, and provided that such repair or maintenance is being promptly and diligently pursued,
Rent shall be abated until such time as the repairs/rebuilding has been substantially completed (as
evidenced by a Certificate of Occupancy or completion), with such abatement being on a
proportionate basis (i.e., Rent shall be abated on the same percentage basis as the percentage of
the square footage of the Improvements that are damaged or destroyed vis-a-vis the square footage
of all similar Improvements within the Development Parcel).
17.5 Termination of Lease for Certain Material Destruction and/or Occurs During
Last Four (4) Years of Lease Term. Notwithstanding anything to the contrary contained herein,
in the event that (i) the Improvements (or any part thereof) shall be damaged or destroyed by fire
or other casualty during the last four (4) years of the Term (as same may be extended by any
previously exercised Option), and the estimated cost for repair and restoration exceeds an amount
equal to twenty five percent (25%) of the then -current fair market value (excluding the value of
the land) of the Miami Freedom Park Commercial Development Component or Miami Freedom
Park Commercial Development (as determined by an appraisal completed by an appraiser, who is
a Member of the Appraisal Institute, selected by the Tenant and approved in writing by the
Landlord), or (ii) the Improvements (or any part thereof) shall be damaged or destroyed by fire or
other casualty at any time during the Term and either (x) the estimated cost for repair and
restoration exceeds thirty percent (30%) of the then -current fair market value (excluding the value
of the land) of the Miami Freedom Park Commercial Development (as determined by an appraisal
completed by an appraiser, who is a Member of the Appraisal Institute, selected by the Tenant and
approved in writing by the Landlord), or (y) the damage is such that the Improvements cannot be
repaired or rebuilt (as reasonably determined by Tenant) within one hundred eighty (180) days of
the occurrence of such damage or destruction, then Tenant shall have the right to terminate this
Lease and its obligations hereunder by giving written notice to Landlord within ninety (90) days
after such damage or destruction. In the event of termination, this Lease shall terminate fifteen
(15) days following receipt of such written notice, and Tenant shall not be entitled to the return of
any Rent, though all Rent following the occurrence of such casualty or other damage shall be
abated on the same percentage basis contained in Section 17.4 above. In such event, the property
insurance proceeds for the damaged buildings and Improvements, including business interruption
insurance proceeds, shall be first used for returning the Development Parcel to Landlord in the
condition Tenant received it on the Lease Commencement Date of this Lease, including, but not
limited to, the clearing of the land of any construction, after which, any balance shall be paid to
Tenant and any Lender as their respective interests may appear.
ARTICLE 18
EVENTS OF DEFAULT
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18.1 Events of Default. Each of the following shall be an Event of Default by Tenant
under this Lease:
(A) Tenant fails to make any payment of Rent or other monies payable to
Landlord under this Lease when and as the same shall become due and payable, and such default
shall continue for a period of ten (10) days after written notice thereof from Landlord to Tenant (a
"Monetary Default"); provided that if Tenant has committed a Monetary Default in the previous
twelve (12) calendar months, no such written notice or ten (10) day cure period shall be necessary;
or
(B) Tenant fails to maintain any of the insurance coverage required hereunder
or pay any of the premiums required to be paid with respect thereto, and such occurrence or failure
continues for a period of thirty (30) days after notice thereof given to Tenant by Landlord or results
in the cancellation or non -renewal of such coverage, whichever shall first occur; or
(C) Tenant fails to keep, observe and/or perform any material covenant or
agreement of this Lease (excluding the other defaults listed in this Article 18) and such default
shall continue for a period of thirty (30) days after written notice thereof from Landlord to Tenant
setting forth with reasonable specificity the nature of the alleged breach; provided, however, that
if the default is of such a nature that it is not susceptible of cure with due diligence and in good
faith within such thirty (30) day period then no such default shall be deemed to have occurred
provided Tenant shall have (i) duly commenced such cure within such period, and then diligently
prosecuted such cure to completion; and (ii) completed such cure as expeditiously as reasonably
possible under the circumstances (not necessarily limited to thirty (30) days); or
(D) MLS, prior to the Commencement of Construction of the Stadium,
terminates, rescinds or otherwise does not permit IMCF to continue to have and maintain the rights
to an MLS team in South Florida without Landlord having approved a successor MLS team; or
(E) IMCF, prior to Commencement of Construction of the Stadium, makes a
public announcement of its intent, or executes an agreement, to play its Home Matches in a manner
that would violate the Non -Relocation Agreement; or
(F) IMCF, prior to Commencement of Construction of the Stadium,
relinquishes or otherwise loses the rights to have and maintain an MLS team in South Florida
without Landlord having approved a successor MLS team;
(G) MLS, prior to Commencement of Construction of the Stadium, shall cease
to exist; or
(H) Tenant is dissolved without Landlord having permitted a successor to the
rights and obligations under the Lease; or
(I) Any representation or warranty made by Tenant in this Lease pursuant to
Section 15.8 and Section 25.2 shall prove to have been incorrect in any material respect; or
(J) Tenant shall default under the Construction Administration Agreement with
respect to (i) such matters that relate to the Development Parcel or Park Site Development,
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including, without limitation, the Environmental Work within the Development Parcel and the
Public Park Parcel, (ii) such matters that relate to compliance with Environmental Laws within the
Development Parcel or Public Park Parcel, or (iii) such matters as set forth in Sections 3.5 or 4.1(B)
of the Construction Administration Agreement (excluding any Event of Default of the
Construction Administration Agreement addressed by Section 18.1(N) through Section 18.1(R))
which are separate Events of Default hereunder); or
(K) Tenant becomes bankrupt or insolvent or makes a general assignment for
the benefit of creditors or takes the benefit of any insolvency act, or if any debtor proceedings be
taken by or against Tenant; or
(L) A receiver is appointed for the Tenant' s property and the appointment is not
vacated and set aside within ninety (90) days from the date of the appointment; or
(M) Within a period of ten (10) days after written notice thereof from Landlord
to Tenant, Tenant (i) fails to commence using commercially reasonable efforts to enforce any
material term or provision to be performed or observed by any Subtenant under any Sublease
related to the use, condition, or development of the property subject to the Sublease, and such non-
performance or failure to observe by any such Subtenant would constitute a default under this
Lease had such default occurred under this Lease, and (ii) fails, upon written notice from Landlord
to Tenant requesting such termination, to exercise the termination rights set forth in such Sublease
after Subtenant's failure to cure such default within the period set forth in the Sublease (which
cure period shall not be longer than the applicable cure periods set forth in this Lease with respect
to such default); or
(N) Tenant fails to Commence Construction of the Environmental Work and
Stadium by the Commencement of Construction Deadline (as defined in the Construction
Administration Agreement); or
(0) Tenant fails to Complete Construction of the Public Benefits by the Public
Benefits Completion Deadline (as defined in the Construction Administration Agreement); or
(P) Tenant fails to Complete Construction of Phase 1 by the deadline set forth
in Section 2.10(D) of the Construction Administration Agreement; or
(Q) Tenant fails to Complete Construction of Phase 2 by the deadline set forth
in Section 2.10(D) of the Construction Administration Agreement; or
(R) Tenant fails to Complete Construction of Phase 3 by the deadline set forth
in Section 2.10(D) of the Construction Administration Agreement;
(with each of items (B) through (R) being referred to herein as a "Nonmonetary Default" and
Monetary Defaults and Nonmonetary Defaults are sometimes both referred to in this Lease as an
"Event of Default."
18.2 General Remedies. Upon occurrence of any Monetary Default or Nonmonetary
Default, Landlord may exercise all or any of the following remedies, all cumulative (such that
exercise of one remedy shall not preclude exercise of another remedy, except that Events of Default
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described in Section 18.2(F) shall have the remedies set forth therein), in addition to such other
remedies as may be available at law or in equity or under any other terms of this Lease (as limited
by Section 14.2):
(A) Terminate this Lease by giving Tenant written notice of termination in
which event this Lease shall terminate on the date specified in such notice, which shall be at least
thirty (30) days after the giving of such notice, unless Tenant cures the Event of Default prior to
the expiration of such thirty (30) day period; upon such termination, all rights of Tenant under this
Lease shall expire and terminate as of the date specified in such notice, Tenant shall remain liable
for all obligations under this Lease up to the date of such termination and Tenant shall be released
and relieved from any and all liability under this Lease accruing from and after the date of
termination, except for those matters which expressly survive termination of the Lease, and Tenant
shall surrender the Development Parcel to Landlord on the date specified in such notice;
(B) Terminate this Lease as provided in the immediately preceding Subsection
and recover from Tenant all damages Landlord may incur by reason of Tenant' s default, including
without limitation, the sums due under Section 18.3 below; or
(C) Re-enter and take possession of the Development Parcel with process of
law, whether by summary proceedings or otherwise, and remove Tenant, with or without having
terminated this Lease, and without thereby being liable for damages or guilty of trespass; or
(D) Recover from Tenant all damages Landlord incurs by reason of Tenant' s
default, including reasonable costs of recovering possession, reletting the Development Parcel, and
any and all other damages legally recoverable by Landlord, and reimbursement of Landlord's
reasonable out of pocket costs, other than attorneys' costs and fees. Notwithstanding the foregoing,
(x) unless otherwise required by Applicable Laws, Landlord need not commence separate actions
to enforce Tenant's obligations for each month's Rent not paid, or each month's accrual of
damages for Tenant' s default, but may bring and prosecute a single combined action for all such
Rent and damages; and (y) Landlord may not recover any loss of business or profits or other
consequential damages or punitive or special damages of any kind for Tenant's default, regardless
of the cause of Tenant's default; or
(E) Without the need to exercise any other remedy against Tenant, Landlord
may seek a court order enjoining Tenant from continuing any alleged default or from committing
any threatened default. Tenant specifically and expressly acknowledges that damages would not
constitute an adequate remedy for any Nonmonetary Default; and
(F) Notwithstanding any other provision in this Lease to the contrary, in the
case of an Event of Default under Section 18.1(N) through Section 18.1(R), Landlord's remedies
shall be as set forth in Section 5.4(A).
18.3 Additional Rights of Landlord after Termination. Subject to the rights and
obligations under any Non -Disturbance Agreement, after termination of this Lease by Landlord
due to an Event of Default by Tenant and notwithstanding anything to the contrary contained in
Section 18.2, Tenant shall be liable to Landlord for Rent through the end of the then applicable
Term, along with any other monetary obligations owing to Landlord hereunder by Tenant and
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Impositions that accrued prior to the termination of this Lease and which was not paid by Tenant.
Landlord shall not be required to exert any efforts to mitigate its damages by reason of an early
termination of this Lease. Landlord shall in no way be responsible or liable for any failure to relet
the Development Parcel or any part thereof, or for any failure to collect any rent due for any such
reletting.
18.4 No Waiver by Landlord. No failure by Landlord to insist upon the strict
performance of any of the terms of this Lease or to exercise any right or remedy consequent upon
a breach thereof, and no acceptance by Landlord of full or partial Rent during the continuance of
any such breach, shall constitute a waiver of any such breach or of any of the terms of this Lease.
None of the terms of this Lease to be kept, observed or performed by Tenant, and no breach thereof,
shall be waived, altered or modified except by a written instrument executed by Landlord. No
waiver of any breach shall affect or alter this Lease, but each of the terms of this Lease shall
continue in full force and effect with respect to any other then existing or subsequent breach
thereof. No waiver of any default of Tenant hereunder shall be implied from any omission by
Landlord to Tenant any action on account of such default, and no express waiver shall affect any
default other than the default specified in the express waiver and then only for the time and to the
extent therein stated. One or more waivers by Landlord shall not be construed as a waiver of a
subsequent breach of the same covenant, term or conditions. No receipt of money by Landlord
from Tenant after termination of this Lease, or after the giving of any notice of termination of this
Lease, shall reinstate, continue, or extend this Lease or affect any notice theretofore given to
Tenant, or waive Landlord's right to enforce payment of any Rent payable or later falling due, or
Landlord's right to recover possession by proper remedy, except as this Lease expressly states
otherwise, it being agreed that after service of notice to terminate this Lease or the commencement
of suit or summary proceedings, or after final order or judgment for possession, Landlord may
demand, receive, and collect any moneys due or thereafter falling due without in any manner
affecting such notice, proceeding, order, suit or judgment, all such moneys collected being deemed
payments on account of use and occupation or, at Landlord's election, on account of Tenant' s
liability.
18.5 Landlord Default. The provisions of Section 18.6 shall apply if any of the
following shall happen (a "Landlord Default"): if default shall be made by Landlord (i) in failing
to keep, observe or perform any of the duties imposed upon Landlord pursuant to the terms of this
Lease in any material respect, or (ii) any representation or warranty made by Landlord in this Lease
shall prove to have been incorrect in any material respect and such default shall continue for a
period of ninety (90) days after written notice thereof from Tenant to Landlord setting forth with
reasonable specificity the nature of the alleged breach, provided, however, if the default is of a
nature that it is not susceptible of cure with due diligence and in good faith within such ninety (90)
day period, Landlord shall have such additional time as shall be reasonable necessary to cure such
default so long as it continues to prosecute the cure of such default with due diligence and in good
faith.
18.6 Failure to Cure Landlord Default. If a Landlord Default shall occur, Tenant, at
any time after the cure period set forth in Section 18.5, shall have the following rights and remedies
which are cumulative (as limited by Section 14.1):
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(A) To recover from Landlord damages Tenant incurs by reason of Landlord's
default, including reasonable costs of recovering possession and reimbursement of Tenant's
reasonable out of pocket costs, other than attorneys' costs and fees.
(B) To restrain, by injunction, the commission of or attempt or threatened
commission of a Landlord Default and obtain a decree specifically compelling performance of any
such term or provision of the Lease; provided, however, that Tenant shall not (and hereby waives
the right to) seek or file a Lis Pendens against the Development Parcel or adjoining property; or
(C) To terminate any and all obligations that Tenant may have under this Lease,
in which event Tenant shall be released and relieved from any and all liability under this Lease,
except for those obligations accrued and owed prior to such termination, and shall surrender
possession of the Development Parcel to Landlord.
Notwithstanding the foregoing, in no event and under no circumstances will any remedies
set forth in this Section 18.6 bind Landlord in its capacity as a sovereign or result in requiring the
Landlord to take any regulatory action of any kind or any action in violation of the Charter
Amendment or Referendum.
18.7 No Waiver By Tenant. Failure by Tenant to insist upon the strict performance of
any of the terms of this Lease or to exercise any right or remedy upon a breach thereof, shall not
constitute a waiver of any such breach or of any of the terms of this Lease. None of the terms of
this Lease to be kept, observed or performed by Landlord, and no breach thereof, shall be waived,
altered or modified except by written instrument executed by Tenant. No waiver of any default of
Landlord shall be implied from any omission by Tenant to take any action on account of such
default if such default persists or is repeated, and no express waiver shall affect any default other
than the default specified in the express waiver and then only for the time and to the extent therein
stated. One or more waivers by Tenant shall not be construed as a waiver of a subsequent breach
of the same covenant, term or condition.
18.8 Statutory Notices. The notices of defaults to be given under this section may be
the same as the notice required under Section 83.20, Florida Statutes, or any successor statute and
this Lease shall not be construed to require Landlord to give two separate notices to Tenant before
proceeding with any remedies.
18.9 Limitation of Remedies; Exculpation. Each Party waives all claims against the
other Party under this Lease based on or for the loss of business or profits or other consequential
damages or for punitive or special damages of any kind, regardless of the cause. None of a Party's
officers, employees, agents, representatives, officials, directors, equity -holders, members,
shareholders, partners, or affiliates shall ever have any personal liability to the other Party under
this Lease. No act or omission of Landlord or its officers, employees, agents, representatives,
officials, directors, equity -holders, members, shareholders, partners, or affiliates shall constitute
an actual or constructive eviction of Tenant unless Landlord shall have first received notice of
Tenant' s claim and shall have failed to cure it after having been afforded a reasonable time to do
so, which in no event shall be less than thirty (30) days.
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18.10 Adjustment of Base Rent Upon Termination or Expiration of Stadium Lease;
Take Back of Development Sub-Parcel(s).
(A) In the event of the termination of the Stadium Lease or the expiration of the
term thereof, the Base Rent payable by the Tenant under this Lease shall be adjusted upward to
equal the Aggregate Minimum Rent Payment.
(B) In the event of the Landlord exercising the rights set forth in Section 5.4(A)
to take back the Development Sub-Parcel(s) as a result of the Tenant's failure to meet the
completion of construction deadlines set forth in Section 2.10(D) of the Construction
Administration Agreement and in Section 5.4(A) of this Lease, the Base Rent payable by the
Tenant under this Lease shall not be adjusted as a result thereof.
ARTICLE 19
LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS; REIMBURSEMENT
OF
LANDLORD FOR AMOUNTS SO EXPENDED
19.1 Performance of Tenant's Covenants to Pay Money. Tenant covenants that if it
shall at any time default in the payment of any Impositions pursuant to this Lease, or shall fail to
make any other payment to any third party required to be paid hereunder that would result in a lien
on the Fee Estate, and any such failure shall continue for thirty (30) days after written notice by
Landlord to Tenant ("Notice of Non -Payment of Imposition"), then Landlord may, but shall not
be obligated to, and without further notice to or demand upon Tenant, and without waiving or
releasing Tenant from any obligations of Tenant set forth in this Lease, pay any such Imposition
or make any other payment which Tenant has improperly failed to pay as set forth in the Notice of
Non -Payment of Imposition. No such action shall be taken, however, if Tenant is duly contesting
the payment of same as permitted by the provisions hereof, including, but not necessarily limited
to, contests pursuant to Section 4.2.
19.2 Landlord's Right to Cure Tenant's Default. Notwithstanding anything herein to
the contrary, if there shall be any default by Tenant, beyond notice and any applicable cure period,
under this Lease, any Leasehold Mortgage or any Mezzanine Financing (including, but not limited
to, any default involving Tenant' s failure to keep the Leasehold Improvements in good condition
and repair, to make any renewals or replacements or to remove any dangerous condition, all in
accordance with any applicable requirements set forth in this Lease), then upon prior written notice
to Tenant, Landlord may, but shall have no obligation to, cure any such default in addition to any
and all of Landlord's other remedies hereunder.
19.3 Reimbursement of Landlord and Tenant. All sums advanced by Landlord
pursuant to any provisions of this Lease, and all necessary and incidental costs and expenses in
connection with the performance of any acts described therein, together with interest at the Default
Rate from the date of the making of such advances to the date reimbursed to Landlord by or behalf
of Tenant, shall be deemed additional rent, and shall be promptly paid by Tenant, in the respective
amounts so advanced, to Landlord. Such reimbursement shall be made on demand, or, at the option
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of Landlord, may be added to any Rent then due or becoming due under this Lease, and Tenant
covenants to pay the sum or sums with interest as provided above. In the event of nonpayment of
such reimbursement, Landlord shall have, in addition to any other right or remedy of Landlord,
the same rights and remedies as in the case of default by Tenant in the payment of any installment
of Rent (subject to the applicable notice and cure period hereunder for non-payment of Rent).
ARTICLE 20
ARBITRATION
20.1 Binding Arbitration. Any and all disputes arising out of or related to this Lease
(including all monetary (but excluding payment of Rent) and non -monetary matters) shall be
submitted to binding arbitration in accordance with the provisions of this Article 20; provided,
however, that no such dispute relating to the payment of Rent shall be submitted to binding
arbitration. The matters to be submitted to binding arbitration in accordance with this Article 20
shall include, without limitation: (i) whether Landlord's or Tenant's actions hereunder are
"reasonable" where this Lease requires such actions to be reasonable; and (ii) whether either Party
has complied with any provisions hereof requiring that any approval by such Party "shall not be
unreasonably withheld or delayed".
20.2 Procedures. Any binding arbitration pursuant to this Article 20 shall be governed
by the following procedures:
(A) Demand. Any Party (the "Demanding Party") may make written demand
upon the other Party (the "Non -Demanding Party") to commence arbitration. Such demand shall
include a statement of the question to be arbitrated.
(B) Selection of Proposed Arbitrators. Upon any such demand being made by
either Party, the Demanding Party shall, within five (5) Business Days thereafter, make a written
request to the American Arbitration Association, which shall provide, within thirty (30) days after
such request is made, a list (the "List of Proposed Arbitrators") with the names, addresses,
qualifications and financial requirements of eleven (11) proposed arbitrators (the "Proposed
Arbitrators"). The Non -Demanding Party shall be copied on any such written request.
(C) Qualifications. Every Proposed Arbitrator from the list must be a member
qualified by the American Arbitration Association or any successor organization and be neutral
and independent of the Parties, and no Proposed Arbitrator shall: (i) be a person who is or has been
an employee of either Landlord or Tenant during the five (5) year period immediately preceding
his or her appointment; (ii) be affiliated with either Parties' auditors; (iii) be affiliated with any
contractor of Tenant; or (iv) have a conflict of interest with either Party.
(D) Selection of Arbitrator. Within three (3) Business Days after its receipt of
the List of Proposed Arbitrators, the Non -Demanding Party shall give written notice to the
Demanding Party of three (3) Proposed Arbitrators that the Non -Demanding Party strikes from the
List of Proposed Arbitrators. Within three (3) Business Days after its receipt of such written notice,
the Demanding Party shall send written notice to the Demanding Party of three (3) additional
Proposed Arbitrators that the Demanding Party strikes from the List of Proposed Arbitrators.
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Commencing with the Non -Demanding Party, each Party shall thereafter have successive one (1)
Business Day periods in which to strike one (1) additional Proposed Arbitrator from the List of
Proposed Arbitrators, until there is only one (1) Proposed Arbitrator remaining on the List of
Proposed Arbitrators. The remaining Proposed Arbitrator shall constitute the sole arbitrator
hereunder (the "Arbitrator"). Neither Party shall be required to have or provide a reason for
striking a particular Proposed Arbitrator. If either Party fails to strike a Proposed Arbitrator within
the time specified above, then the other Party may exercise the unused strike or strikes prior to its
next strike or strikes.
(E) Code of Ethics. The Arbitrator selected hereunder shall agree to observe
the Code of Ethics for Arbitrators in Commercial Disputes promulgated by the American
Arbitration Association and the American Bar Association, or any successor code.
(F) Hearing. Within thirty (30) days following the selection of the Arbitrator,
the Arbitrator shall commence a hearing in accordance with the following procedures:
(i) All actions, hearings and decisions of the Arbitrator shall be
conducted, based upon and made in accordance with the Commercial Arbitration Rules (or in the
case of construction related issues, the Construction Industry Rules) of the American Arbitration
Association or any successor organization, or any other rules then prevailing in substitution of
such rules.
(ii) Each Party shall make a good faith effort to cooperate with the other
in all respects in connection with the exchange of documents relevant to the matter being arbitrated.
The Arbitrator shall take an adverse inference from any Party' s failure to fully cooperate.
(iii) To the extent that either Party would be required to make
confidential information available to the other Party, an agreement or an order shall be entered in
the proceeding protecting the confidentiality of and limiting access to such information before
such Party is required to produce such information. Information produced by either Party shall be
used exclusively in the arbitration or litigation that may arise, and shall not otherwise be disclosed.
(iv) A court reporter shall make a transcript of the hearing.
(v) The hearing shall be held in the City of Miami at a place designated
by the Arbitrator.
(vi) The Parties and the Arbitrator shall use their best efforts to conclude
the hearing within ten (10) days of its commencement.
(vii) Each Party shall have the right to be represented by counsel, to call
witnesses and to cross-examine witnesses on the question at issue, and to submit evidence.
(viii) The Arbitrator shall have the right to question witnesses at the
hearing, but not to call witnesses.
(ix) Each Party shall be entitled to one (1) continuance for up to a
maximum fifteen (15) days as a matter of right.
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(x) No additional request for continuance may be made in any manner
to the Arbitrator unless there has been consent given in writing by the other Party.
(xi) The Arbitrator shall not grant any continuance without a request
from a Party in compliance with this subparagraph (F).
(xii) The Arbitrator may render a decision at the close of the hearing or
may request briefs on any or all issues. Any and all such briefs, including reply briefs, shall be
filed on the terms and on the schedule set by the Arbitrator, but in no event later than forty-five
(45) days following the commencement of the hearing.
(xiii) The Arbitrator shall render a determination within thirty (30) days
from the conclusion of the hearing, or in the event briefs are submitted, within thirty (30) days
after receipt of such briefs.
(xiv) In determining any matter before him or her, the Arbitrator shall
apply the terms and provisions of this Lease, and shall not to the extent such terms are
unambiguous vary, modify or reform any such terms and provisions in any respect.
(xv) The Arbitrator shall not be authorized to make an award of
consequential, punitive or exemplary damages.
(xvi) Each Party shall bear its own fees and costs and those of the
Arbitrator.
(xvii) The Arbitrator shall provide a reasoned opinion of the basis for the
Arbitrator' s decision.
(xviii) The Arbitrator's decision shall be final and binding on the Parties
and may be enforced according to the laws of the State of Florida, and judgment upon the award
rendered by the Arbitrator shall be entered in any court having jurisdiction thereof.
20.3 No Delay in Completion of Work. There shall be no interruption of Work pending
the completion of any arbitration proceeding hereunder, unless the dispute or matter which is
subject to arbitration involves whether a particular portion of the Work was required by Article 5
hereof, in which case Tenant may suspend the particular portion of the Work in dispute until the
dispute is resolved.
ARTICLE 21
NOTICES
21.1 Addresses.
(A) All notices, demands or requests by Landlord to Tenant shall be deemed to
have been properly served or given:
If addressed to:
Miami Freedom Park, LLC
Attn: Pablo A. Alvarez
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800 S. Douglas Road
12t' Floor
Coral Gables, Florida 33134
or to such other address and to the attention of such other party as Tenant may, from time to time,
designate by written notice to Landlord. In order for notices, demands or requests from Landlord
to Tenant to be effective, Landlord shall, simultaneous with each notice, demand or request
submitted to Tenant, send a copy of each such notice, demand or request to the following party:
Holland & Knight LLP
701 Brickell Avenue
Suite 3000
Miami, FL 33131
Attention: Richard A. Perez, Esq.
If Tenant, at any time during the Term hereof, changes its office address as herein stated, Tenant
will promptly give notice of the same in writing to Landlord.
(B) The Lender shall be deemed to have been properly served or given notice if
addressed to such Lender at the address furnished pursuant to the provisions of Article 15.
(C) All notices, demands or requests by Tenant to Landlord shall be deemed to
have been properly served or given if addressed to:
With a copy to:
With a copy to:
The City Manager, or his/her designee
444 SW 2"d Avenue, 10th Floor
Miami, Florida 33130
The Department of Real Estate and Asset Management
444 SW 2"d Avenue, 10th Floor
Miami, Florida 33130
The City Attorney's Office
Attention: City Attorney
444 SW 2"d Avenue, 9th Floor
Miami, FL 33130
and/or to such other addresses and to the attention of such other parties as Landlord may, from
time to time, designate by written notice to Tenant. If Landlord at any time during the Term hereof
changes its office address as herein stated, Landlord will promptly give notice of the same in
writing to Tenant.
21.2 Method of Transmitting Notice. All such notices, demands or requests (a
"Notice") shall be sent by: (a) United States registered or certified mail, return receipt requested,
(b) hand delivery, (c) nationally recognized overnight courier, or (d) facsimile, provided the
transmitting facsimile electronically confirms receipt of the transmission by the receiving facsimile
and the original of the Notice is sent by one of the foregoing means of transmitting Notice within
24 hours of the transmission by facsimile. As a courtesy, all communications shall also be sent by
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electronic mail if the Party shall have provided a current electronic mail address, but such
electronic mail transmittal shall not constitute Notice hereunder. All postage or other charges
incurred for transmitting of Notices shall be paid by the Party sending same. Such Notices shall be
deemed served or given on (i) the date received, if received by 5:00 p.m. on a Business Day;
otherwise, on the next Business Day, (ii) the date delivery of such Notice was refused or
unclaimed, or (iii) the date noted on the return receipt or delivery receipt as the date delivery
thereof was determined impossible to accomplish because of an unnoticed change of address.
ARTICLE 22
QUIET ENJOYMENT; COORDINATION; INGRESS AND EGRESS
22.1 Grant of Quiet Enjoyment. Tenant, upon paying all Rent, and other monies
herein provided for and performing in accordance with the terms, agreements, and provisions of
this Lease, shall peaceably and quietly have, hold and enjoy the Development Parcel from and
after the Possession Date and thereafter during the Term of this Lease without interruption,
disturbance, hindrance or molestation by Landlord or by anyone claiming by, through or under
Landlord, subject, however, to the terms and conditions of this Lease.
22.2 Coordination. With respect to any event that, within the City's reasonable
discretion, could materially impede ingress or egress to and from the Development Parcel (x)
conducted by the City, or at the direction of the City, within one mile of the Development Parcel,
or (y) any event for which the City issues a license or permit to a third party within the Public Park
Parcel, the City shall use good faith efforts to coordinate with the Tenant with the goal of ensuring
that such event is conducted in such a manner that the access to and from the Development Parcel
is not materially impeded.
22.3 Ingress and Egress. After the Lease Commencement Date, Landlord (acting in its
proprietary capacity) shall not enter into any agreement or other arrangement that would materially
restrict legal and physical ingress and egress to the Entrance Road (as defined in the Construction
Administration Agreement) or Development Parcel from a paved public street for vehicular traffic
and legal and physical ingress and egress for pedestrian traffic.
ARTICLE 23
CERTIFICATES BY LANDLORD AND TENANT
23.1 Tenant Certificates. Tenant agrees, at any time and from time to time, upon not
less than sixty (60) days prior written notice by Landlord, but not more often than once each
calendar quarter, to execute, acknowledge and deliver to Landlord a statement in writing (i) setting
forth the Rent, payments and other monies then payable under the Lease, if then known; (ii)
certifying that this Lease is unmodified and in full force and effect (or if there have been
modifications, that the Lease is in full force and effect as modified and stating the modification);
(iii) certifying the dates to which the Rent payments and other monies have been paid; and (iv)
stating (to the best of Tenant's knowledge) whether or not Landlord is in default in keeping,
observing or performing any of the terms of this Lease, and, if in default, specifying each such
default (limited to those defaults of which Tenant has knowledge).
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23.2 Landlord Certificates. Landlord agrees, at any time and from time to time, upon
not less than sixty (60) days prior written notice by Tenant or by a Lender, but not more often than
once each calendar quarter, to furnish a statement in writing, in form and substance attached hereto
and made a part hereof as Schedule 23.2 of this Lease, (i) setting forth, among other things, the
Rents, payments and other monies then payable under the Lease, if then known; (ii) certifying that
this Lease is unmodified and in full force and effect (or if there shall have been modifications that
the Lease is in full force and effect as modified and stating the modifications); (iii) certifying the
dates to which the Rent payments and other monies have been paid; (iv) stating whether or not, to
the best of Landlord's knowledge, Tenant is in default in keeping, observing and performing any
of the terms of this Lease, and, if Tenant shall be in default, specifying each such default of which
Landlord may have knowledge; and (v) such other matters as Tenant may reasonably request. If
Landlord shall fail to deliver any estoppel certificate under this Section 23.2, Tenant's sole and
exclusive remedy against Landlord for such failure shall be to seek specific performance.
ARTICLE 24
CONSTRUCTION OF TERMS AND MISCELLANEOUS
24.1 Severability. If any provisions of this Lease or the application thereof to any
Person or situation shall, to any extent, be held invalid or unenforceable, the remainder of this
Lease, and the application of such provisions to Persons or situations other than those as to which
it shall have been held invalid or unenforceable, shall not be affected thereby, and shall continue
valid and be enforced to the fullest extent permitted by law. Similarly, and notwithstanding any
language contained in this Lease to the contrary, if any provisions of this Lease or the application
thereof to any Person or situation shall, to any extent, be held invalid or unenforceable by a court
of competent jurisdiction, neither Party shall be entitled to any damages or remedies whatsoever
against the other Party as a result thereof, excluding such damages resulting from any willful
actions or omissions by a Party first occurring after the Lease Commencement Date that cause
such finding of invalidity or unenforceability.
24.2 Captions. The article and section headings and captions of this Lease and the Table
of Contents, if any, preceding this Lease are for convenience and reference only and in no way
define, limit or describe the scope or intent of this Lease nor in any way affect this Lease.
24.3 Relationship of Parties. This Lease does not create the relationship of principal
and agent or of mortgagee and mortgagor or of partnership or of joint venture or of any association
between Landlord and Tenant, the sole relationship between Landlord and Tenant being that of
landlord and tenant or lessor and lessee.
24.4 Recording. Upon the Lease Commencement Date, a Memorandum of Lease in the
form set forth as Exhibit "J", shall be recorded by Tenant in the Public Records of Miami -Dade
County, Florida, at the sole cost of Tenant. In connection therewith, Landlord shall deliver the
executed Memorandum of Lease (in the form set forth on Exhibit "J") to Tenant at the time that
it delivers the executed Lease to Tenant in accordance with the terms of this Lease.
24.5 Construction. All pronouns and any variations thereof shall be deemed to refer to
the masculine, feminine or neuter, singular or plural, as the identity of the party or parties may
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require. The Parties hereby acknowledge and agree that each was properly represented by counsel
so that the judicial rule of construction to the effect that a legal document shall be construed against
the draftsman shall be inapplicable to this Lease, which has been drafted by both Landlord and
Tenant.
24.6 Consents. Whenever in this Lease the consent or approval of Landlord is required,
such consent or approval may be made by the City Manager or his/her designee on behalf of
Landlord only to the extent: (i) this Lease does not specify otherwise; (ii) City Commission
approval or consent is not required pursuant to the terms of this Lease or any Applicable Law; and
(iii) such consent or approval does not amend this Lease in any material respect or increase
Landlord's actual or potential obligations and/or liabilities. No such request shall require a fee
from the Party requesting same. Any consent or approval by Landlord to such a request (x) shall
not be effective unless it is in writing; and (y) shall apply only to the specific act or transaction so
approved or consented to, and shall not relieve Tenant of the obligation of obtaining Landlord's
prior written consent or approval to any future similar act or transaction. In no event shall
Landlord's failure to respond to any request for consent or approval by City Manager or his/her
designee or any other Person acting on behalf of Landlord be deemed to constitute such consent
or approval, in whole or in part.
24.7 Entire Agreement. This Lease, together with the Ancillary Agreements, contains
the entire agreement between the Parties hereto with respect to the Development Parcel and shall
not be modified or amended in any manner except by an instrument in writing executed by the
Parties hereto. For the avoidance of doubt, any provisions of the Construction Administration
Agreement referenced in this Lease, which provisions are expressly intended to survive (whether
in connection with Tenant, a Lender or transferee), shall continue following termination or
expiration of the Construction Administration Agreement with such provisions of the Construction
Administration Agreement language hereby incorporated mutatis mutandis.
24.8 Successors and Assigns. The terms herein contained shall bind and inure to the
benefit of Landlord, its successors and assigns, and Tenant, its permitted successors and assigns
(including, but not limited to, Lender, as appropriate and applicable), except as may be otherwise
provided herein.
24.9 Holidays. It is hereby agreed and declared that whenever the day on which a
payment due under the terms of this Lease, or the last day on which a response is due to a notice,
or the last day of a cure period, falls on a day which is a Legal Holiday, or on a Saturday or Sunday,
such due date or cure period expiration date shall be postponed to the next following Business
Day.
24.10 Exhibits and Schedules. Each Exhibit and Schedule referred to in this Lease is
incorporated herein by reference. The Exhibits and Schedules, even if not physically attached,
shall still be treated as if they were part of the Lease.
24.11 Brokers. Landlord and Tenant hereby represent and agree to the other that no real
estate broker or other person is entitled to claim a commission as a result of the execution and
delivery of this Lease.
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24.12 Protest Payments. If at any time a dispute shall arise as to any amount or sum of
money to be paid by Tenant to Landlord under the provisions of this Lease, Tenant shall
nevertheless continue to make payments to Landlord. Tenant shall have the right to make payment
"under protest", provided Tenant so contemporaneously advises Landlord in writing that it is doing
so, and articulates with specificity the nature of the dispute, and such payment shall not be regarded
as a voluntary payment, and there shall survive the right on the part of Tenant to seek the recovery
of such sum, and if it should be adjudged that there was no legal obligation on Tenant to pay such
sum or any part thereof, Tenant shall be entitled to recover such sum or so much thereof as it was
not legally required to pay under the provisions of this Lease, together with statutory interest on
the amount returned to Tenant for the period commencing on the date such payment is received by
Landlord until the date such sum is returned to Tenant (such amount of interest being referred to
as "Interest"); and if at any time a dispute shall arise between the Parties hereto as to any work to
be performed by either of them under the provisions of this Lease, the Party against whom the
obligation to perform the work is asserted may perform such work and pay the cost thereof "under
protest" (to be made in writing) and the performance of such work shall in no event be regarded
as a voluntary performance and there shall survive the right upon the part of Tenant and/or
Landlord to seek the recovery of the cost of such work, and if it shall be adjudged that there was
no legal obligation on the part of Tenant and/or Landlord to perform the same or any part thereof,
Tenant and/or Landlord shall be entitled to recover the cost of such work or the cost of so much
thereof as Tenant or Landlord was not legally required to perform under the provisions of this
Lease, together with Interest, as calculated earlier in this Section 24.12.
24.13 Governing Law/Venue. This Lease, including any exhibits or amendments, if any,
and all matters relating thereto (whether in contract, statute, tort or otherwise), shall be governed
by and construed in accordance with the laws of the State of Florida, without application of its
conflict of law principles. Any claim, dispute, proceeding, or cause of action, arising out of or in
any way relating to this Lease, or the Parties' relationship shall be decided by the laws of the State
of Florida. With respect to the enforcement of any arbitration award and disputes specifically
excluded from the dispute resolution process set forth in Article 20, the Parties agree that venue
for any of the foregoing shall lie exclusively in the courts located in Miami -Dade County, Florida.
24.14 Time is of the Essence. Time is of the essence.
24.15 Section References. All references herein to an "Article", "Section", "Subsection",
"paragraph", "subparagraph", or "clause" shall be deemed to refer to the applicable "Article",
"Section", "Subsection", "paragraph", "subparagraph" or "clause" of this Lease, unless there is a
specific reference to another document.
24.16 Costs and Attorneys' Fees. Each of the Parties hereto shall bear its own costs and
attorneys' fees in connection with this Lease, including any litigation or disputes arising out of this
Lease. Notwithstanding any language to the contrary contained in this Lease, nothing contained in
this Lease shall in any way be interpreted as a prevailing party fee provision pursuant to Section
57.105(7), Florida Statutes, nor shall any language in this Lease limit any other provision of this
Lease entitling Landlord to recover attorney's fees and costs from Tenant where such attorney' s
fees incurred by Landlord are due to actions unrelated to the enforcement of this Lease (i.e.,
incurred by Landlord due to third party claims or as part of an indemnification obligation). The
terms of this provision shall survive the termination of this Lease.
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24.17 RADON. RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS
THAT, WHEN IT HAS ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES,
MAY PRESENT HEALTH RISKS TO PERSONS WHO ARE EXPOSED TO IT OVER A TIME
PERIOD. LEVELS OF RADON THAT EXCEED FEDERAL AND STATE GUIDELINES
HAVE BEEN FOUND IN BUILDINGS IN FLORIDA. ADDITIONAL INFORMATION
REGARDING RADON AND RADON TESTING MAY BE OBTAINED FROM YOUR
COUNTY HEALTH DEPARTMENT.
24.18 DE PSA. The Parties acknowledge that the PSA between Landlord and DE
terminates on September 30, 2024; provided, however, that on and after the date on which Tenant
obtains the SAP Approval, Tenant shall have the right to request that the City provide DE with
notice of early termination of the PSA and, upon such request, the City shall promptly deliver to
DE the foregoing notice. The Parties acknowledge that the PSA permits Landlord to deliver the
foregoing early termination notice to DE by providing DE with advance written notice of such
early termination not less than two (2) calendar months before the effective date of such
termination. Notwithstanding anything to the contrary (express or implied) under this Lease, if
Landlord is unable to deliver possession of the Development Parcel to Tenant with DE having
vacated the Parent Tract, Landlord shall not be in default under this Lease nor shall the foregoing
be grounds for damages of any kind; however, Landlord will in such instance use good faith efforts
to enforce the terms of the PSA, and in any event, Section 1.138 of this Lease shall govern with
respect to the Parties' rights to the extent that Landlord, after having used good faith efforts to
enforce the terms of the PSA, is unable to remove DE from Parent Tract.
24.19 Non -Recourse. All claims or causes of action (whether in contract or in tort, in
law or in equity) that may be based upon, arise out of or relate to this Lease, or the negotiation,
execution or performance of this Lease (including any representation or warranty made in or in
connection with this Lease or as an inducement to enter into this Lease), may be made only against
the entities that are expressly identified as signatories and Parties hereto. No Person who is not a
named signatory and party to this Lease, including any direct or indirect owner, director, officer,
manager, employee (including, in the case of Landlord, the City Manager and the City' s staff and,
including, in the case of Tenant, any of the equity holders, members, executives, officers, or
employees of Tenant or any Subtenant), incorporator, member, partner, stockholder, affiliate,
agent, attorney or representative of any signatory and party to this Lease (collectively, the "Non -
Party Affiliates"), shall have any liability (whether in contract, in law or in equity, or based upon
any theory that seeks to impose contractual liability of an entity party against its owners or
affiliates) for any obligations or liabilities imposed by this Lease or for any claim based on, in
respect of, or by reason of this Lease; and each Party waives and releases all such liabilities, claims
and obligations against any such Non -Party Affiliates. Non -Party Affiliates are expressly intended
as third party beneficiaries of this provision of this Lease. The provisions of this Section 24.19
shall survive the termination or expiration of this Lease.
24.20 Public Records. To the extent applicable, Tenant shall comply with Section
119.0701, Florida Statutes, including without limitation, the obligation to: (1) keep and
maintain those records constituting public records under Chapter 119, Florida Statutes; (2) provide
the public with access to public records in the possession of Tenant in the manner required by
Chapter 119, Florida Statutes, and make available copies of such public records at the cost
provided by Chapter 119, Florida Statutes, or as otherwise provided by Applicable Law; (3) ensure
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that those public records that are confidential and exempt from disclosure are not disclosed, except
as authorized by Applicable Law; (4) meet all requirements for retaining public records as set forth
in Chapter 119, Florida Statutes; and (5) transfer, upon the written request of the City and at no
cost to the City, all public records in Tenant's possession on the date of termination of this
Agreement, which transfer shall be done in an electronic format compatible with the City's
information technology systems. Notwithstanding the foregoing, Tenant may (x) withhold any
records that do not constitute public records under Chapter 119, Florida Statutes, and (y) withhold
and/or redact certain records, trade secrets and other proprietary information, as confidential, and
any such information shall be excluded from public disclosure to the fullest extent permitted by
Applicable Law. If Tenant is considered a service contractor by a court, then Section 119.0701
provides:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT (305) 416-1883, PublicRecords@miamigov.com, Miami Riverside
Center (MRC), 444 SW 2nd Ave, 9th Floor Miami, FL 33130.
24.21 Bankruptcy Relief and Protection Provisions.
(A) Subject to the approval of the U.S. Bankruptcy Court, the meaning of
"adequate assurance of future performance" as used in Section 365 of the Bankruptcy Code shall
include at least the following: (a) the posting of a security deposit in a sum equal to the security
deposit required pursuant to this Lease at the time of the determination of "adequate assurance of
future performance" and (b) that the Tenant, if it is seeking to assume this Lease without assigning
it, or the proposed assignee, has sufficient financial wherewithal to discharge its obligations under
this Lease and has a net worth that is not less than the net worth that Tenant had on the Lease
Commencement Date.
(B) Tenant agrees to comply with the provisions of Section 365(d)(3) of the
Bankruptcy Code and, subject to the approval of the U.S. Bankruptcy Court, such failure shall
constitute "cause" for modification of the automatic stay of Section 362 of the Bankruptcy Code
in order to permit Landlord to pursue whatever state law remedies may be available to it, including
eviction.
24.22 Cooperation Related to Challenges. Tenant and Landlord (to the extent named as
a defendant and at Tenant's sole cost and expense) shall defend any challenge to the validity,
authorization and enforceability of this Lease and any of the agreements entered into in connection
therewith ("Challenge"), whether asserted by a taxpayer or any Person, except, that Landlord, at
its option, may elect not to contest such Challenge where to do so would be deemed by Landlord
in the exercise of its reasonable discretion as contrary to Applicable Law. Furthermore, the Tenant
and Landlord shall make such reasonably acceptable modifications to this Lease required to
remedy any judicially determined invalidity or defect in this Lease, except, that, with respect to
the City, the City shall not be required to take any such action if such action (x) requires City
Commission approval, and the City Commission does not approve such action or (y) is deemed to
be contrary to Applicable Law or (z) requires the City to incur any liability, cost or expense that
Tenant does not otherwise agree to pay. No Challenge, regardless of how resolved by any court,
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will result in a breach, of any agreement, representation or warranty by Landlord or Tenant or be
grounds for any claim for liability, indemnification or damages, excluding such damages resulting
from any willful actions or omissions by a Party first occurring after the Lease Commencement
Date that cause such finding of invalidity or unenforceability.
24.23 Annual Reporting Requirement. Within sixty (60) days of the written request of
the Landlord (which written request may not be made more than twice per Calendar Year), Tenant
shall deliver to Landlord a notarized written instrument certifying to Landlord the following: (i) a
list of any current Subleases, setting forth the name of each Subtenant and the date of expiration
of the term thereof, (ii) a list of any Leasehold Mortgages, (iii) a list of any Mezzanine Financing,
and (iv) the names of the then existing Record Holders.
24.24 City Rights as Sovereign. Notwithstanding anything to the contrary contained in
this Lease, the City retains all of its sovereign prerogatives and rights as a municipality under
Applicable Laws, including, but not limited to, any governmental approvals arising from the
planning, design, construction, development and operation of the Miami Freedom Park
Commercial Development. It is expressly understood that notwithstanding any other provisions
of this Lease and City's status as landlord hereunder:
(A) The City is entering into this Lease only in its proprietary (not regulatory)
capacity and retains all of its sovereign prerogatives and rights and regulatory authority (quasi-
judicial or otherwise) as a City under Applicable Laws (all of which shall be absolute and
unfettered in all respects), and shall in no way be estopped from withholding or refusing to issue
any approvals, licenses or permits granted by the City in its governmental capacity or applications
for building, zoning, planning or development under present or future laws and regulations
whatever nature applicable to the planning, design, construction and development of the Miami
Freedom Park Commercial Development, or the operation thereof.
(B) The City shall not by virtue of this Lease or any other document associated
with the Miami Freedom Park Commercial Development be obligated to grant or be deemed to
have granted Tenant any approvals, permits or licenses granted by the City in its governmental
capacity, including regulatory approvals, and/or approvals of applications for building, zoning,
planning, development or otherwise under Applicable Laws of whatever nature applicable to the
planning, design, construction, development and/or operation of the Miami Freedom Park
Commercial Development.
24.25 Notwithstanding and prevailing over any contrary provision in this Lease, any City
covenant or obligation that may be contained in this Lease or any other document associated with
the Miami Freedom Park Commercial Development shall not require the City Commission, the
City or any other city, county, federal or state depailiuent or authority, committee or agency (i.e.,
any Governmental Agency), to grant or leave in effect any zoning changes, variances, Permits,
zoning waivers, or any other governmental approvals that may be granted, withheld, or revoked
by the City or other applicable Governmental Agencies, acting in their governmental capacity in
the exercise of its/their police power(s). In no event shall Landlord have any obligations or
liabilities to Tenant under this Lease or otherwise on account of Landlord's exercise of its
sovereign prerogatives and rights and regulatory authority (quasi-judicial or otherwise) as a
municipal government under Applicable Laws.
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24.26 Intentionally Omitted.
24.27 Disqualified Person. To the extent any Person having an equity interest in Tenant
becomes a Disqualified Person (but only as with respect to the matters set forth in sections (i)
through (vi) of the definition thereof) after the Lease Commencement Date, then Tenant shall use
commercially reasonable efforts to remove such Person as an equity holder of Tenant. Tenant
hereby covenants that the organizational documents of the Tenant shall provide a mechanism by
which an equity holder will be divested of its interest in the Tenant as a result of becoming a
Disqualified Person (but only with respect to the matters set forth in section (i) through (vi) of the
definition thereof). If Tenant fails to comply with requirements set forth under this Section 24.27,
Landlord's sole and exclusive remedy against Tenant for such failure shall be to seek specific
performance.
24.28 Waiver of Jury Trial. The Parties hereby expressly agree that in the event of
litigation regarding this Lease, any and all rights to jury trial are waived.
24.29 Multiple Counterparts. This Agreement may be simultaneously executed in
several counterparts, each of which shall be original and all of which shall constitute one and the
same instrument.
24.30 Further Assurances and Corrective Instruments. The Parties each agree that
they will, from time to time, execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, such supplements and amendments hereto and such further
instruments as may be reasonably required for carrying out the intentions of the Parties or
facilitating the performance of this Lease, provided that the rights of the Parties in connection with
this Lease are not impaired thereby, and that either Party shall not be required to take any such
action if such action (x) is deemed to be contrary to Applicable Law or (y) requires the non -
requesting Party to incur any liability, cost or expense that the requesting Party does not otherwise
agree to pay or (z) in the case of the City, requires the City to act in its regulatory capacity or
requires City Commission approval and the City Commission does not approve such action.
24.31 Third Party Beneficiaries. Nothing in this Lease, express or implied, is intended
to (a) confer upon any Person the Parties and their permitted successors and assigns any rights or
remedies under or by reason of this Lease as a third -party beneficiary or otherwise; or (b) authorize
anyone not a party to this Lease to bring or maintain an action pursuant to or based upon this Lease.
ARTICLE 25
REPRESENTATIONS AND WARRANTIES
25.1 Landlord's Representations. Subject to the assumption that this Lease is in
compliance and is approved in accordance with the Charter Amendment and the Referendum,
Landlord makes the following representations and warranties:
(A) Landlord is a municipal corporation of the State of Florida and has the
governmental power and authority to enter into this Lease and, to Landlord's knowledge, perform
its obligations under this Lease, and the parties signing or joining in this Lease on behalf of
Landlord have the governmental authority to bind Landlord and to enter into this transaction.
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(B) To Landlord's knowledge, the Development Parcel is not subject to any
unrecorded Encumbrances. With respect to any title matters first arising between the effective
date of the Title Commitment Report and the Possession Date, Landlord agrees to comply with the
terms of Section 28.2 below.
(C) This Lease has been duly authorized by all necessary governmental action
on the part of Landlord and does not require notice to or the consent or approval of any trustee or
holder of any indebtedness or any other Person.
(D) As of the Lease Commencement Date, to Landlord's knowledge, there is no
pending action to take by condemnation all or any portion of the Development Parcel.
(E) As of the Lease Commencement Date, to Landlord's knowledge, there is no
violation of any material local governmental rule, ordinance, regulation or building code, nor does
Landlord have any knowledge of any pending investigation regarding a violation of any of the
foregoing.
(F) Landlord shall not, without Tenant's consent, enter into any exclusive use
restrictions, restrictive covenants or other agreements which shall survive the Possession Date and
materially impede Tenant from constructing, developing and using the Development Parcel in
accordance with the terms of this Lease, except to the extent otherwise set forth in the Approved
Special Area Plan, any development agreements, any easements granted pursuant to this Lease, or
the Construction Administration Agreement or otherwise permitted or contemplated by this Lease.
(G) Neither the execution, delivery or performance of this Lease by Landlord,
nor the consummation by Landlord of the transactions contemplated hereby, nor compliance by
Landlord with the provisions hereof conflicts or will conflict with, nor results in or will result in
the breach of any provisions of, the governing documents of Landlord, or any indenture, mortgage,
contract, lease or other instrument to which Landlord is a party.
(H) There is no action, suit, investigation or proceeding pending or, to
Landlord's knowledge, threatened against Landlord before any court, arbitrator or administrative
body or Governmental Agency and which, if decided adversely to Landlord's interest, would have
an adverse effect upon the ability of Landlord to perform its obligations under this Lease.
The term "to Landlord's knowledge" when used in this section shall mean the actual
knowledge of the City Attorney, the attorneys employed by the City Attorney's office, the City
Manager and the executive staff of the City Manager's office.
25.2 Tenant's Representations and Warranties. As of the Lease Commencement
Date, Tenant makes the following representations and warranties:
(A) Tenant is a limited liability company duly organized and validly existing
under the laws of the State of Delaware and has the requisite power and authority to enter into and
perform its obligations under this Lease.
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(B) This Lease has been duly authorized by all necessary action on the part of
Tenant and does not require notice to or the consent or approval of any trustee or holder of any
indebtedness or any other Person.
(C) Neither the execution, delivery or performance of this Lease by Tenant, nor
the consummation by Tenant of the transactions contemplated hereby, nor compliance by Tenant
with the provisions hereof conflicts or will conflict with, nor results in or will result in the breach
of any provisions of, the operating/organizational documents of Tenant, any applicable law
binding on Tenant or any indenture, mortgage, contract, lease or other instrument to which Tenant
is a party or by which it or any of its property is bound.
(D) There is no action, suit, investigation or proceeding pending or, to its
knowledge, threatened against Tenant before any court, arbitrator or administrative or
Governmental Agency and which, if decided adversely to Tenant's interest, would have an adverse
effect upon the ability of Tenant to perform its obligations under this Lease.
(E) Neither Tenant nor any Affiliate, any Person having an equity interest in
Tenant, nor, to Tenant' s knowledge, any of Tenant' s officers or directors is: (i) a Disqualified
Person; (ii) in violation of any Anti -Bribery, Anti -Money Laundering and Anti -Terrorism Laws;
(ii) acting, directly or indirectly, on behalf of terrorists, terrorist organizations or narcotics
traffickers, including those persons or entities that appear on the Annex to the Executive Order, or
are included on any Government Lists related thereto or acting for or on behalf of any Sanctioned
Country; or (iii) the target of Sanctions.
(F) The funds or other assets used in connection with this Lease and amounts
committed with respect thereto, were not and are not derived from any activities with the
governments of, or any individuals or entities located in, any Sanctioned Country or from activities
that otherwise contravene any Sanctions, or from any activities that contravene any Anti -Bribery,
Anti -Money Laundering and Anti -Terrorism Laws (including funds being derived from any
person, entity, country or territory on a Government List or engaged in any unlawful activity
defined under Title 18 of the United States Code, Section 1956(c)(7)).
(G) Tenant is solvent, is able to pay its debts as they become due, and Tenant
will not be rendered insolvent, or be left with insufficient capital, or be unable to pay its debts as
they mature, due to the execution, delivery and performance of this Lease.
(H) Tenant (a) has concluded whatever studies, tests, inspections, evaluations,
and investigations Tenant desires related to the Development Parcel, including title, survey, soil
tests, environmental analyses, analyses of any zoning or land use restrictions, and inspection of
the physical condition of the Development Parcel, and (b) subject to Tenant' s right to terminate as
provided in Section 2.2(C) above, has elected to proceed under this Lease based upon Tenant' s
own due diligence, without reliance upon any representations or warranties of Landlord of any
kind or nature whatsoever, whether express or implied, other than those expressly contained in this
Lease, and has accepted the Development Parcel on an AS IS/WHERE IS AND WITH ALL
FAULTS basis.
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ARTICLE 26
EQUAL OPPORTUNITY
26.1 Equal Opportunity. Tenant represents and warrants to Landlord that it will
comply with §18-188, §18-189, §18-190 and §2-778 (to the extent applicable) of the
Code. Tenant hereby represents and warrants that it shall not engage in discriminatory practices
and shall not discriminate in connection with Tenant's use of the Development Parcel on account
of race, national origin, ancestry, color, sex, religion, age, handicap, familial status, marital status
or sexual orientation. Further, should Tenant introduce or have existing membership rules for
patrons at the Development Parcel, Tenant will comply with the non-discrimination provisions
incorporated within §18-188, §18-189, §18-190, and §18-191 of the Code.
ARTICLE 27
LIVING WAGE
27.1 Definitions. For purposes of this Lease, the following additional definitions apply
and shall be incorporated as part of the Definitions included in Article 1 above:
(A) "Covered Employer" shall mean any of the following Persons: (a) Tenant
or (b) a Subtenant; provided, however, that the term "Covered Employer" shall not include a
Person that has annual consolidated gross revenues that are less than the Small Business Cap.
(B) "Living Wage" shall mean compensation to a Site Employee of no less than
$15.00 per hour without health benefits; or a wage of no less than $13.19 an hour with health
benefits.
(C) "Site Affiliates" shall mean, collectively, all Affiliates of Tenant that lease,
occupy, operate or perform work at the Development Parcel and that have one or more direct Site
Employees.
(D) "Site Employee" shall mean, with respect to any Covered Employer, any
natural person who works at the Development Parcel and who is employed by, or contracted
directly to work for, such Covered Employer, including all employees and independent contractors
and persons made available to work for or on behalf of a Covered Employer through the services
of a temporary services, staffing or employment agency or similar entity, that are performing work
at the Development Parcel. The term "Site Employee" shall not include any natural person who
(i) works on average less than thirty (30) hours in any consecutive seven (7) day period for a
Covered Employer at the Development Parcel, (ii) receives compensation predominately through
tips or commissions, or (iii) receives compensation through wages determined pursuant to a
collective bargaining or labor agreement.
(E) "Small Business Cap" shall mean Three Million and No/100 Dollars
($3,000,000.00); provided that, beginning on January 1, 2023, and each year thereafter, the Small
Business Cap shall be adjusted based on increases to the CPI.
27.2 Living Wage.
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(A) If, and for so long as, Tenant is a Covered Employer, Tenant shall pay each
of its Site Employees no less than a Living Wage. Tenant shall cause each of its Site Affiliates
that is a Covered Employer to pay their respective Site Employees no less than a Living Wage.
(B) Tenant shall establish a policy in the Development Parcel providing for its
Subtenants to pay a Living Wage to its Site Employees based on a sliding scale implemented over
four (4) years from the date of occupancy of such Subtenant on the Development Parcel,
commencing with a Living Wage at $11.00 per hour.
(C) Tenant shall provide incentives, which shall be negotiated on a case -by -case
basis, to Subtenants not otherwise meeting the Small Business Cap to encourage them to provide
a Living Wage to their employees.
27.3 Covered Employee. For a Covered Employer to comply with the requirement to
pay a Living Wage by choosing to pay the lower wage scale available when a Covered Employer
also provides a standard health benefit plan, such health benefit plan shall consist of a payment of
at least $1.81 per hour toward the provision of health benefits for Site Employees and their
dependents. If the health benefit plan of the Covered Employer requires an initial period of
employment for a new Site Employee to be eligible for health benefits, a Covered Employer may
qualify to pay the $13.19 per hour wage scale for a term not to exceed the new Site Employee's
eligibility period, provided the new Site Employee will be paid health benefits upon completion
of the eligibility period, which period shall not exceed 90 days.
ARTICLE 28
LEASEHOLD TITLE INSURANCE POLICY
28.1. Title Commitment Report. Subject to the terms and conditions of this Article 28,
Tenant acknowledges and accepts that the Leasehold Estate is subject to any matters set forth in
the Title Commitment Report. Notwithstanding the foregoing, in connection with the Title
Commitment Report, Landlord agrees to the following:
(A) Landlord shall deliver the following to Tenant within ninety (90) days following
the Lease Commencement Date or at a reasonable time thereafter, but in any event prior to the date
on which Tenant intends to obtain a leasehold owner's or mortgagee's title insurance policy:
(i) A customary owner's affidavit, in the form attached hereto and made a part
hereof as Exhibit "K", to delete exceptions 1, 3, 4 and 5 of Schedule B-II from the Title
Commitment Report, provided, however, such affidavit will be subject to any possessory
rights held by DE (to the extent DE shall not have vacated the Parent Tract as of the day
Landlord is executing the affidavit); and
(ii) The documentation listed under items 4 (provided, however, nothing
contained herein shall be deemed to require Landlord to obtain the approval of the City
Commission to this Lease and Landlord shall be deemed to have satisfied this requirement
by virtue of the occurrence of the Lease Commencement Date and the Landlord's execution
and delivery to Tenant of the Memorandum of Lease in the form set forth in Exhibit "J"),
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8, 12, 13 and 15 (subject to any possessory rights of DE in the event DE shall not have
vacated the Parent Tract as of the execution date of such affidavit) of Schedule B-1 of the
Title Commitment Report.
(B) With respect to item 5 of Schedule B-1 of the Title Commitment Report (i.e.,
"Proper vacation by the City and/or the County of those Right -of -Ways lying within the subject
property... "), to the extent Landlord as owner of the Fee Estate must remain as the applicant,
Landlord in its capacity as owner of the Fee Estate shall execute any documents necessary to be
executed by the Fee Estate owner in connection with such application process (and without
limiting any rights the City may have as a municipality with respect to such application process)
and remain the applicant; provided, however, Landlord shall not incur any liability or be obligated
to expend any sums or commence any suits in connection therewith.
(C) With respect to item 6 of Schedule B-1 of the Title Commitment Report (i.e.,
"Secure and record an Easement for ingress and egress granted by the City of Miami, a municipal
corporation of the State of Florida, which grants access in favor of the subject property to and from
a publicly dedicated right of way... "), Landlord and Tenant acknowledge and agree that the
Easement attached as Exhibit "FI" in this Lease is sufficient and acceptable in form acceptable to
Tenant for purposes of satisfying this item 6. Landlord shall execute and deliver the foregoing
Easement to Tenant together with the documents to be delivered by Landlord to Tenant pursuant
to Section 28.1(A) subject, however, to the terms of Section 5.5.
28.2 New Title Matters. With respect to any matters that render title unmarketable first
recorded in the public records between the effective date of the Title Commitment Report and the
Possession Date and included in any updates and/or amendments to the Title Commitment Report
or the lien searches obtained by Tenant from and after the Lease Commencement Date ("New
Title Matters"), Tenant may notify Landlord of its objection to said defects by giving written
notice to Landlord of such New Title Matters to which Tenant is objecting within ten (10) Business
Days after the receipt by Tenant of any such update and/or amendment. Within thirty (30) days
after receipt of any such New Title Matters, Landlord shall give written notice to Tenant informing
Tenant of Landlord's election to attempt to cure or not to cure such New Title Matters. If Landlord
fails to give written notice of election within such thirty (30) day period, Landlord shall be deemed
to have elected not to attempt to cure the New Title Matter objected to. If Landlord elects to
attempt to cure any New Title Matters, Landlord shall be entitled to a reasonable adjournment of
up to sixty (60) days following the date of Landlord's notice to attempt such cure, but Landlord
shall not be obligated to expend any sums (other than nominal amounts) or commence any suits to
effect the same. The term "New Title Matters" shall not include, however, possession by DE of
the Parent Tract, the Approved Special Area Plan, the Easement contemplated by this Lease, any
covenant or easement contemplated by this Lease, any matters caused by, through, at the request
of, or under Tenant, or any matters pertaining to the Public Park Parcel (provided any such Public
Park Parcel matters do not cause unreasonable interference with the construction, use and
operation of the Miami Freedom Park Commercial Development or the Soccer Stadium
Development, or cause any cost or expense to Tenant).
If Landlord elects or is deemed to have elected not to cure any New Title Matter or if, after
electing to attempt to cure, Landlord delivers written notice to Tenant that it is unable to remove,
satisfy or otherwise cure any such New Title Matter, after using commercially reasonable efforts,
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Tenant's sole remedy hereunder in such event shall be either: (i) to accept title to its Leasehold
Estate subject to such New Title Matter as if Tenant had not objected thereto and without reduction
of Rent, or (ii) to terminate this Agreement, whereupon the Security Deposit shall be returned to
Tenant and neither party hereto shall have any further rights, obligations or liabilities hereunder
except to the extent that any right, obligation or liability set forth herein expressly survives
termination of this Agreement.
To terminate this Agreement pursuant to this Section 28.2, Tenant must give written notice
to Landlord of its election to terminate not later than (i) thirty (30) days after receipt of written
notice from Landlord of Landlord's election not to attempt to cure any New Title Matter or of
written notice from Landlord of its determination, having previously elected to attempt to cure,
that it is unable to do so after having used commercially reasonable efforts or (ii) thirty (30) days
following the date on which Landlord is deemed herein to have elected not to attempt to cure such
New Title Matter. If Tenant fails to give timely notice of its election to terminate for any reason
whatsoever, the New Title Matter shall be deemed to be one of the Encumbrances acceptable to
Tenant.
Notwithstanding the foregoing, in the event a New Title Matter shall consist of Landlord
(or any Person acting directly through or under Landlord, but excluding therefrom Tenant and any
Person acting by, through or under Tenant), in its capacity as owner of the Fee Estate, causing a
mortgage, lien, covenant or easement to be recorded against the Development Parcel which Tenant
objects to pursuant to this Section 28.2 and which is otherwise not permitted under this Lease,
Landlord shall, at its sole cost and expense, remove, discharge or bond (with a bonding company
mutually acceptable to the Title Company) the discharge of same within a reasonable time after
receipt of notice thereof from Tenant taking into account the scheduled procurement date of the
leasehold owner' s or mortgagee's title insurance policy then being obtained by Tenant.
In the event Landlord shall default under Section 28.1 or Section 28.2 above, Tenant's sole
remedy shall be, at Tenant's discretion, to terminate this Lease within thirty (30) days following
such default, or seek specific performance.
28.3. Time is of the Essence. Time is of the essence with respect to the provisions of this
Article 28.
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IN WITNESS WHEREOF, Landlord has caused this Ground Lease to be executed in its
name by the City, as authorized by the City Commission and Tenant has caused this Lease to be
executed by its duly authorized representative, all on the day and year first herein above written.
Signed in the presence of: LANDLORD:
Print Name:
Print Name:
ATTEST:
By:
Todd B. Hannon
City Clerk
CITY OF MIAMI, a municipal corporation
of the State of Florida
By:
Arthur Noriega
City Manager
APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM &
REQUIREMENTS: CORRECTNESS:
By: By:
Ann -Marie Sharpe, Director
Risk Management Department
Victoria Mendez
City Attorney
Signed in the presence of: TENANT:
Print Name:
Print Name:
MIAMI FREEDOM PARK, LLC,
a Delaware limited liability company
By:
Name:
Title:
MIADOCS 23952787 4
EXHIBITS TO
GROUND LEASE
MIADOCS 23952787 4
EXHIBIT "A"
LEGAL DESCRIPTION OF PARENT TRACT
aEGAL LE50RTPTON..
ALL THAT PORTION OF LE Z+hE GARDEN EST ES 5EC?hh+i 4 ACCORDING' TO THE °LA r AS RECORDED .1N FLA r BOOK 44 AT
PAGE 2'.3. OF 7Irf Prrr , ' RECOreVS oF rrA'A-oAt71E axon.; FLOuRaPA, L FSVCr 1 PIX'V ?h 1900g1A61' OF NE FOLt+Oktm4 DE SaY6E0
LANDS TOCEM,D7 I0TN LA-.5L. 4+IaT LANDS LAW WNW PIE NCR TTTEA5T cJSE-QUARTER {r/4) OF .SECTION 32• TOWSRP 53
SOUR ROSE 4? EAST, SAD LANDS BEWO'WORE PARUC L4RLY 0E5 SE0 AS P LONS:
COMMENCE AT THE SOI MM T CORNER OF THE WORTREASr 1/4 OF S4{0 SEC TON .1.2. THENCE NJ0 54:35'W ALO G ?HE WEST
L.r"wvE OF SAa NORTHEAST 1/4 FOR 45OO FEET,- NONCE EASTEaRLY ALONG A L+uuE P'AQ EL I T
LTH AND 455 FEET A,G TT OF THE
sownENE OF SAG NORTHEAST 1/4 108.8'08'r8 E FOR 640 Ptt r TO ME PONT OF BEGWNING OF ME PARCEL TO RE
L, 5 ABED; THENCE M90`53`17"W ALONG THE ROkr- OF -WA r OF T`,SE LhWTE0 AL`OE55' TO LE,EDNE ROAD ON 42AD Al.EttL j
FOR 59.86 FEET, MENGE RUN ALONG SAID LAWED ACCESS R?C*Tr-OF-WAV N4858`491V FOR 562.5J FEET TO A POINT ON
ME NEAT LEESCR.LRE0 CURVE SAiO BOAT BEARS S45'24'02"W fROm 173 CE7EZ, THENCE NORTHAES7ERLY ALONG SAD
CTROAN? CURVE CONCAVE TO THE NOWPW 1144% A. RAM OF 470.0 FE€T A CENT -RA ANGLE 4r•1A 52' F0Fr AN
ARC DISTANCE OF 337.81 FEE{ TO A TAINT OF MICRO' MENGE RUN ALONG ,SAID RaYhi-F-WAY NOY25'08"W FOR 6215?
FEET, T?:fEMCE NMTHWESTER^tY ALaVO 'T-OF-116AY tdO7!'00.1V FOR 19.3.5.8 FEET TO ITS INTERSECTION N&H A LAE
PAPAL To AND 50.00 FEET EAST OF MIE fVEST LINE 4F Th1E 5442 N&RThE4sT r/4 OF SECThW 32,' T ENCE iRCAY ALONG
THE EASTh) r RGh'T OF-IIG1Y LTN7E OF 1MINE ROAD (NW 42100 AVENUE) NOD".5435'IN FOR 992.2? FEET PO A POW:
THENCE RUN N88 49'4 r f FOR A DISTANCE OF 251.82 .FEET TO APONT; i ."?1AI N70'0429"E FORA MTANCE OF
285.46 FLE r TO ITS INTER SE? t't VNf71 THE NORTH LAE OF ME SAO ,S C ___ - '/4 OF SEC TON 32,• THENCE RUN AL CAC.
S V MORTH tawf N187'242T"E .FOR 20a9.58 FEET TO tTS TfirTERSECT WYTr MSTERLY R1 rrT- -gar L.uvL Of ItW ;37Tra
AVENUE A5 5 H0146' ON SHEET 27D TO THE ALGMC?PAL ATL45 OF THE CITY G- ''-' • .SILO POW C8 ANTE? SEC TON OEM 08 A
C,V CUL).R CURVE CDMCAIF•E TO ME EAST AMU REARS Ni092351'E TO NE CE11.1: f SAG CURVE: PEACE 5t l hERLY ALMS
SA+O CLfi E F'1LWO A RADIUS CF 14a340 FEET, A CENTRAL ANGLE OF 00'r6'44 ` FCAR AN 4eFg L STATWCE OF 7 r5 FEET;
THENCE ALONG 5,40 RIGHT-OF-WAY TANGENT TO 7W LAST OESCRBED C08W 5D?'5257-E FOR 248.61 T'P a TO A POW OF
Cl±R 4AJRE OF A C1ROLILAR CUM CA+JOAVE TC1 77aE EAST; MENDE SOON ALDh1G S+J0 ii9CHT-0E-IL4Y AMD CDM HAVIW A
RA V0S OF 257 r• 79 FEE? A CENTRA!. A1,GIE OF 04'48'r,;' FOR AN ARC DISTANCE OF 240.7.7 FEET TO A FVWT OF PRIMACY;
MEWE ROAM ALONG SAID GTI'T-OF 1W SO6'4 T `T ? "E FOR ? ? 7. 62 FEET TO A 0i tULAR CURVE CONCAVE 7O 77ifI NEST
THENCE ALONG 5.4+9 -.OF-SAY AND CURIE 0i4kTNG A R4Eh'05 OF 2864.79 FAT, A CENTRAL ANGLE CW 04'4813- FOR AN
ARC f4STA417E DF 240.19 fLET TO A POINT OF TANEDIE ' SAID POINT BEM 35 FEET WEST OF TRE EAST LINE OF 54LD
NORTHEAST r/4, THENCE RUN AL0NI R.R TT-OF-I*4 SOf'52'57'E FOR .535.07 FEET TO ITS INTERSECTION 1447-? A Lard 3000
FEET SOUTH OF AND PARALLEL TO THE NORTH LAE OF TTE SOUTHEAST r/4 OF ME NORTHEAST 1/4 OF SAAO SECTION J.Z.
THENCE S87'4427 iv ALr` 80 EAA7 PARALLEL LAE FOR 711DD FEET 70 A PICOT 736.00 FEET WEST OF THE EAST LAE OF SAKI
NORTNE45T r/a; 7NENCE 5 0 5257*E PARALLEL FO SAaD EAST LAE FOR 1064.4? FEE.: THENCE RUN 585'08418 W FOR A
Oi5TAgiCE OF 80.010 fLE, ; THENCE RUN S01'52'57-E FOR A EYSTANCE OF 21100 FEET; THENCE I$E57ERLY ALCW0 A LAME
PARALLEL 9TH AND 45 FEET h10R 7? OF THE SOUTH LAf OF SAD NORTHEAST 1/4 Of S4+0 SECTION ,)2; THEA'CE MAN
58e8'08'?8'W FOR 1235.71 FEET TO ThE PEWT OF BEOTIMNO.
MIADOCS 23952787 4
EXHIBIT "B"
LEGAL DESCRIPTION OF STADIUM PARCEL
Parcel 1: (Leasehold Interest)
A PORTION OF UN -SUBDIVIDED LANDS LYING WITHIN THE NORTHEAST ONE -
QUARTER (1/4) OF SECTION 32, TOWNSHIP 53 SOUTH, RANGE 41 EAST, MIAMI-DADE
COUNTY, FLORIDA, SAID LANDS BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCE AT THE SOUTHWEST CORNER OF THE NORTHEAST ONE -QUARTER
(1/4) OF SAID SECTION 32; THENCE RUN ALONG THE SOUTH LINE OF THE
NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 88°08'18" EAST FOR
A DISTANCE OF 649.34 FEET TO A POINT; THENCE RUN NORTH 00°53'17" WEST FOR
A DISTANCE OF 45.01 FEET TO A POINT ON A LINE 45.00 FEET NORTH OF AND
PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE SAID SOUTH LINE OF
THE NORTHEAST ONE -QUARTER (1/4) OF SECTION 32; THENCE RUN ALONG THE
EASTERLY LIMITED ACCESS RIGHT-OF-WAY LINE OF N.W. 42ND AVENUE (LEJEUNE
ROAD) THE FOLLOWING FIVE (5) COURSES; (1) THENCE RUN NORTH 00°53'17" WEST
FOR A DISTANCE OF 59.96 FEET TO A POINT; (2) THENCE RUN NORTH 48°58'49" WEST
FOR A DISTANCE OF 562.53 FEET TO A POINT ON THE NEXT DESCRIBED CIRCULAR
CURVE CONCAVE TO THE NORTHEAST; (3) THENCE RUN NORTHWESTERLY ALONG
THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 470.00 FEET, A
CENTRAL ANGLE OF 41°10'52"; A CHORD LENGTH OF 330.59 FEET ALONG A CHORD
BEARING OF NORTH 24°00'32" WEST, FOR A DISTANCE OF 337.81 FEET TO A POINT
OF TANGENCY; (4) THENCE RUN NORTH 03°25'06" WEST FOR A DISTANCE OF 623.61
FEET TO A POINT; (5) THENCE RUN NORTH 07°58'00" WEST FOR A DISTANCE OF
193.68 FEET TO A POINT ON A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS
MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE -
QUARTER (1/4) OF SAID SECTION 32; THENCE RUN ALONG A LINE 50.00 FEET EAST
OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE
OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 00°54'35"
WEST FOR A DISTANCE OF 992.21 FEET TO A POINT; THENCE RUN NORTH 88°49'41"
EAST FOR A DISTANCE OF 251.82 FEET TO A POINT; THENCE RUN NORTH 70°04'29"
EAST FOR A DISTANCE OF 285.46 FEET TO A POINT ON THE NORTH LINE OF SAID
SECTION 32; THENCE RUN ALONG THE NORTH LINE OF SAID SECTION 32, NORTH
87°24'21" EAST FOR A DISTANCE OF 609.46 FEET TO THE POINT OF BEGINNING OF
THE FOLLOWING DESCRIBED PARCEL OF LAND; THENCE CONTINUE ALONG THE
NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FORA DISTANCE OF 392.40
FEET TO A POINT; THENCE RUN SOUTH 71°24'19" EAST FOR A DISTANCE OF 146.44
FEET TO A POINT ON A NON -TANGENT CIRCULAR CURVE CONCAVE TO THE
SOUTHWEST; THENCE RUN SOUTHEASTERLY ALONG THE ARC OF SAID CIRCULAR
CURVE TO THE RIGHT HAVING A RADIUS OF 658.52 FEET, A CENTRAL ANGLE OF
10°30'38", A CHORD LENGTH OF 120.63 FEET AND A CHORD BEARING OF SOUTH
66°48'32" EAST, FOR AN ARC DISTANCE OF 120.80 FEET TO A POINT OF COMPOUND
CURVATURE; THENCE RUN SOUTHEASTERLY ALONG THE ARC OF A CIRCULAR
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CURVE TO THE RIGHT, HAVING A RADIUS OF 218.52 FEET, A CENTRAL ANGLE OF
46°30'17", A CHORD LENGTH OF 172.54 FEET AND A CHORD BEARING OF SOUTH
38°18'05" EAST, FOR AN ARC DISTANCE OF 177.36 FEET TO A POINT OF COMPOUND
CURVATURE; THENCE RUN SOUTHERLY ALONG THE ARC OF A CIRCULAR CURVE
TO THE RIGHT, HAVING A RADIUS OF 573.52 FEET, A CENTRAL ANGLE OF 64°03'41";
A CHORD LENGTH OF 608.36 FEET AND A CHORD BEARING OF SOUTH 16°58'54"
WEST, FOR AN ARC DISTANCE OF 641.24 FEET TO A POINT OF COMPOUND
CURVATURE; THENCE RUN WESTERLY ALONG THE ARC OF A CIRCULAR CURVE
TO THE RIGHT, HAVING A RADIUS OF 218.52 FEET, A CENTRAL ANGLE OF 46°30'17",
A CHORD LENGTH OF 172.54 FEET AND A CHORD BEARING OF SOUTH 72°15'52"
WEST, FOR AN ARC DISTANCE OF 177.36 FEET TO A POINT OF COMPOUND
CURVATURE; THENCE RUN WESTERLY ALONG THE ARC OF A CIRCULAR CURVE
TO THE RIGHT, HAVING A RADIUS OF 658.52 FEET, A CENTRAL ANGLE OF 22°55'46",
A CHORD LENGTH OF 261.78 FEET AND A CHORD BEARING OF NORTH 73°01'06"
WEST, FOR AN ARC DISTANCE OF 263.54 FEET TO A POINT OF COMPOUND
CURVATURE; THENCE RUN NORTHWESTERLY ALONG THE ARC OF A CIRCULAR
CURVE TO THE RIGHT, HAVING A RADIUS OF 218.52 FEET, A CENTRAL ANGLE OF
46°30'17"; A CHORD LENGTH OF 172.54 FEET AND A CHORD BEARING OF NORTH
38°18'05" WEST, FOR AN ARC DISTANCE OF 177.36 FEET TO A POINT OF COMPOUND
CURVATURE; THENCE RUN NORTHERLY ALONG THE ARC OF A CIRCULAR CURVE
TO THE RIGHT, HAVING A RADIUS OF 573.52 FEET, A CENTRAL ANGLE OF 12°47'34",
A CHORD LENGTH OF 127.79 FEET AND A CHORD BEARING OF NORTH 08°39'10"
WEST FOR AN ARC DISTANCE OF 128.05 FEET TO A POINT; THENCE RUN SOUTH
87°03'24" WEST FOR A DISTANCE OF 4.09 FEET TO A POINT; THENCE RUN NORTH
02°55'37" WEST FOR A DISTANCE OF 508.92 FEET TO THE POINT OF BEGINNING.
2
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EXHIBIT "C"
LEGAL DESCRIPTION OF DEVELOPMENT PARCEL
Parcel 1: (T6-8) (Leasehold Interest)
A PORTION OF UN -SUBDIVIDED LANDS LYING WITHIN THE NORTHEAST ONE -
QUARTER (1/4) OF SECTION 32, TOWNSHIP 53 SOUTH, RANGE 41 EAST, MIAMI-DADE
COUNTY, FLORIDA, SAID LANDS BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCE AT THE SOUTHWEST CORNER OF THE NORTHEAST ONE -QUARTER
(1/4) OF SAID SECTION 32; THENCE RUN ALONG THE SOUTH LINE OF THE
NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 88°08'18" EAST FOR
A DISTANCE OF 649.34 FEET TO A POINT; THENCE RUN NORTH 00°53'17" WEST FOR
A DISTANCE OF 45.01 FEET TO A POINT ON A LINE 45.00 FEET NORTH OF AND
PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE SAID SOUTH LINE OF
THE NORTHEAST ONE -QUARTER (1/4) OF SECTION 32; THENCE RUN ALONG THE
EASTERLY LIMITED ACCESS RIGHT-OF-WAY LINE OF N.W. 42ND AVENUE (LEJEUNE
ROAD) THE FOLLOWING FIVE (5) COURSES; (1) THENCE RUN NORTH 00°53'17" WEST
FOR A DISTANCE OF 59.96 FEET TO A POINT; (2) THENCE RUN NORTH 48°58'49" WEST
FOR A DISTANCE OF 562.53 FEET TO A POINT ON THE NEXT DESCRIBED CIRCULAR
CURVE CONCAVE TO THE NORTHEAST; (3) THENCE RUN NORTHWESTERLY ALONG
THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 470.00 FEET, A
CENTRAL ANGLE OF 41°10'52", A CHORD LENGTH OF 330.59 FEET ALONG A CHORD
BEARING OF NORTH 24°00'32" WEST, FOR A DISTANCE OF 337.81 FEET TO A POINT
OF TANGENCY; (4) THENCE RUN NORTH 03°25'06" WEST FOR A DISTANCE OF 623.61
FEET TO A POINT; (5) THENCE RUN NORTH 07°58'00" WEST FOR A DISTANCE OF
193.68 FEET TO A POINT ON A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS
MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE -
QUARTER (1/4) OF SAID SECTION 32; THENCE RUN ALONG A LINE 50.00 FEET EAST
OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE
OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 00°54'35"
WEST FOR A DISTANCE OF 992.21 FEET TO A POINT; THENCE RUN NORTH 88°49'41"
EAST FOR A DISTANCE OF 251.82 FEET TO A POINT; THENCE RUN NORTH 70°04'29"
EAST FOR A DISTANCE OF 285.46 FEET TO A POINT ON THE NORTH LINE OF SAID
SECTION 32; THENCE RUN ALONG THE NORTH LINE OF SAID SECTION 32, NORTH
87°24'21" EAST FORA DISTANCE OF 117.47 FEET TO THE POINT OF BEGINNING (1) OF
THE FOLLOWING DESCRIBED PARCEL OF LAND; THENCE CONTINUE ALONG THE
NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FORA DISTANCE OF 491.99
FEET TO A POINT HEREINAFTER KNOWN AS POINT "A"; THENCE RUN SOUTH
02°55'37" EAST FOR A DISTANCE OF 150.97 FEET TO A POINT; THENCE RUN SOUTH
72°00' 10" WEST FOR A DISTANCE OF 1164.70 FEET TO A POINT; THENCE RUN NORTH
07°20'O1" EAST FOR A DISTANCE OF 167.35 FEET TO A POINT OF CURVATURE OF A
CIRCULAR CURVE CONCAVE TO THE SOUTHEAST; THENCE RUN NORTHEASTERLY
ALONG THE ARC OF SAID CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF
3
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190.00 FEET, A CENTRAL ANGLE OF 62°44'26", A CHORD LENGTH OF 197.82 FEET AND
A CHORD BEARING OF NORTH 38°42'14" EAST, FOR AN ARC DISTANCE OF 208.06
FEET TO A POINT; THENCE RUN NORTH 70°04'27" EAST FOR A DISTANCE OF 492.97
FEET TO THE POINT OF BEGINNING.
TOGETHER WITH:
COMMENCE AT THE AFOREMENTIONED POINT "A"; THENCE RUN ALONG THE
NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FORA DISTANCE OF 958.69
FEET TO THE POINT OF BEGINNING "B" OF THE FOLLOWING DESCRIBED PARCEL
OF LAND; THENCE CONTINUE ALONG THE NORTH LINE OF SAID SECTION 32,
NORTH 87°24'21" EAST FORA DISTANCE OF 351.42 FEET TO A POINT; THENCE SOUTH
01°52'56" EAST FOR A DISTANCE OF 242.22 FEET; THENCE SOUTH 86°58'54" WEST FOR
A DISTANCE OF 346.60 FEET TO A POINT; THENCE NORTH 03°01'06" WEST FOR A
DISTANCE OF 244.78 FEET TO THE POINT OF BEGINNING "B"; CONTAINING 84,978
SQUARE FEET MORE OR LESS OR 1.951 ACRES MORE OR LESS.
Parcel 2: (CS Modified) (Leasehold Interest)
ALL THAT PORTION OF LEJEUNE GARDEN ESTATES SECTION 4, ACCORDING TO
THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 44 AT PAGE 23, OF THE PUBLIC
RECORDS OF MIAMI-DADE COUNTY, FLORIDA, LYING WITHIN THE BOUNDARY OF
THE FOLLOWING DESCRIBED LANDS, TOGETHER WITH UN -SUBDIVIDED LANDS
LYING WITHIN THE NORTHEAST ONE -QUARTER (1/4) OF SECTION 32, TOWNSHIP 53
SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA, SAID LANDS BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE AT THE SOUTHWEST CORNER OF THE NORTHEAST ONE -QUARTER
(1/4) OF SAID SECTION 32; THENCE RUN ALONG THE SOUTH LINE OF THE
NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 88°08'18" EAST FOR
A DISTANCE OF 649.34 FEET TO A POINT; THENCE RUN NORTH 00°53'17" WEST FOR
A DISTANCE OF 45.01 FEET TO A POINT ON A LINE 45.00 FEET NORTH OF AND
PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE SAID SOUTH LINE OF
THE NORTHEAST ONE -QUARTER (1/4) OF SECTION 32; THENCE RUN ALONG THE
EASTERLY LIMITED ACCESS RIGHT-OF-WAY LINE OF N.W. 42ND AVENUE (LEJEUNE
ROAD) THE FOLLOWING SIX (6) COURSES; (1) THENCE RUN NORTH 00°53'17" WEST
FOR A DISTANCE OF 59.96 FEET TO A POINT; (2) THENCE RUN NORTH 48°58'49" WEST
FOR A DISTANCE OF 562.53 FEET TO A POINT ON THE NEXT DESCRIBED CIRCULAR
CURVE CONCAVE TO THE NORTHEAST; (3) THENCE RUN NORTHWESTERLY ALONG
THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 470.00 FEET, A
CENTRAL ANGLE OF 28°08'25", A CHORD LENGTH OF 228.52 FEET ALONG A CHORD
BEARING OF NORTH 30°31'45" WEST, FOR A DISTANCE OF 230.84 FEET TO A POINT
ON A CIRCULAR CURVE CONCAVE TO THE EAST AND THE POINT OF BEGINNING
OF THE FOLLOWING DESCRIBED PARCEL OF LAND; (4) THENCE CONTINUE ALONG
SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 470.00 FEET, A CENTRAL ANGLE
OF 13°02'27", A CHORD LENGTH OF 106.74 FEET ALONG A CHORD BEARING OF
4
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NORTH 09°56'20" WEST, FORA DISTANCE OF 106.97 FEET TO A POINT OF TANGENCY;
(5) THENCE RUN NORTH 03°25'06" WEST FOR A DISTANCE OF 623.61 FEET TO A
POINT; (6) THENCE RUN NORTH 07°58'00" WEST FOR A DISTANCE OF 193.68 FEET TO
A POINT ON A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS MEASURED AT
RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF
SAID SECTION 32; THENCE RUN ALONG A LINE 50.00 FEET EAST OF AND PARALLEL
WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST
ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 00°54'35" WEST FOR A DISTANCE
OF 992.21 FEET TO A POINT; THENCE RUN NORTH 88°49'41" EAST FOR A DISTANCE
OF 251.82 FEET TO A POINT; THENCE RUN NORTH 70°04'29" EAST FOR A DISTANCE
OF 285.46 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 32; THENCE RUN
ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A
DISTANCE OF 117.47 FEET TO THE POINT;THENCE RUN SOUTH 70°04'27" WEST FOR
A DISTANCE OF 492.97 FEET TO A POINT OF CURVATURE OF A CIRCULAR CURVE
CONCAVE TO THE SOUTHEAST; THENCE RUN SOUTHWESTERLY ALONG THE ARC
OF SAID CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 190.00 FEET, A
CENTRAL ANGLE OF 62°44'26", A CHORD LENGTH OF 197.82 FEET AND A CHORD
BEARING OF SOUTH 38°42'14" WEST, FOR AN ARC DISTANCE OF 208.06 FEET TO A
POINT; THENCE RUN SOUTH 07°20'O1" WEST FOR A DISTANCE OF 167.35 FEET TO A
POINT; THENCE RUN NORTH 72°00'10" EAST FOR A DISTANCE OF 1164.70 FEET TO A
POINT; THENCE RUN SOUTH 02°55'37" EAST FOR A DISTANCE OF 357.95 FEET TO A
POINT; THENCE RUN NORTH 87°03'24" EAST FOR A DISTANCE OF 4.09 FEET TO A
POINT ON A NON -TANGENT CIRCULAR CURVE CONCAVE TO THE NORTHEAST;
THENCE RUN SOUTHERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE
LEFT, HAVING A RADIUS OF 573.52 FEET, A CENTRAL ANGLE OF 12°47'34", A CHORD
LENGTH OF 127.79 FEET AND A CHORD BEARING OF SOUTH 08°39'l0" EAST, FOR AN
ARC DISTANCE OF 128.05 FEET TO A POINT OF COMPOUND CURVATURE; THENCE
RUN SOUTHEASTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT,
HAVING A RADIUS OF 218.52 FEET, A CENTRAL ANGLE OF 46°30'17", A CHORD
LENGTH OF 172.54 FEET AND A CHORD BEARING OF SOUTH 38°18'05" EAST, FOR AN
ARC DISTANCE OF 177.36 FEET TO A POINT OF COMPOUND CURVATURE; THENCE
RUN EASTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING A
RADIUS OF 658.52 FEET, A CENTRAL ANGLE OF 22°55'46", A CHORD LENGTH OF
261.78 FEET AND A CHORD BEARING OF SOUTH 73°01'06" EAST, FOR AN ARC
DISTANCE OF 263.54 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN
EASTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING A
RADIUS OF 218.52 FEET, A CENTRAL ANGLE OF 46°30'17", A CHORD LENGTH OF
172.54 FEET AND A CHORD BEARING OF NORTH 72°15'52" EAST, FOR AN ARC
DISTANCE OF 177.36 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN
NORTHERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT HAVING A
RADIUS OF 573.52 FEET, A CENTRAL ANGLE OF 64°03'41", A CHORD LENGTH OF
608.36 FEET AND A CHORD BEARING OF NORTH 16°58'54" EAST, FOR AN ARC
DISTANCE OF 641.24 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN
NORTHWESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING
A RADIUS OF 218.52 FEET, A CENTRAL ANGLE OF 46°30'17", A CHORD LENGTH OF
172.54 FEET AND A CHORD BEARING OF NORTH 38°18'05" WEST, FOR AN ARC
5
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DISTANCE OF 177.36 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN
NORTHWESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING
A RADIUS OF 658.52 FEET, A CENTRAL ANGLE OF 10°30'38", A CHORD LENGTH OF
120.63 FEET AND A CHORD BEARING OF NORTH 66°48'32" WEST, FOR AN ARC
DISTANCE OF 120.80 FEET TO A POINT; THENCE RUN NORTH 71 °24' 19" WEST FOR A
DISTANCE OF 146.44 FEET TO A POINT; THENCE RUN ALONG THE NORTH LINE OF
SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 566.28 FEET TO A
POINT; THENCE RUN SOUTH 03°01'06" EAST FOR A DISTANCE OF 244.78 FEET TO A
POINT; THENCE RUN SOUTH 86°58'54" WEST FOR A DISTANCE OF 58.97 FEET TO A
POINT; THENCE RUN SOUTH 03°03'12" EAST FOR A DISTANCE OF 375.24 FEET TO A
POINT ON A NON -TANGENT CIRCULAR CURVE CONCAVE TO THE NORTHWEST;
THENCE RUN SOUTHWESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE
RIGHT, HAVING A RADIUS OF 420.29 FEET, A CENTRAL ANGLE OF 85°06'29", A
CHORD LENGTH OF 568.47 FEET AND A CHORD BEARING OF SOUTH 38°45'05" WEST,
FOR AN ARC DISTANCE OF 624.30 FEET TO A POINT ON THE NEXT DESCRIBED NON -
TANGENT CIRCULAR CURVE CONCAVE TO THE SOUTHEAST; THENCE RUN
SOUTHWESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING
A RADIUS OF 865.48 FEET, A CENTRAL ANGLE OF 84°37'16", A CHORD LENGTH OF
1165.19 FEET AND A CHORD BEARING OF SOUTH 41°20'31" WEST, FOR AN ARC
DISTANCE OF 1278.24 FEET TO A POINT REVERSE CURVATURE; THENCE RUN
SOUTHWESTERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE RIGHT,
HAVING A RADIUS OF 104.00 FEET, A CENTRAL ANGLE OF 87°57'O1", A CHORD
LENGTH OF 144.42 FEET AND A CHORD BEARING OF SOUTH 43°00'23" WEST, FOR AN
ARC DISTANCE OF 159.64 FEET TO A POINT; THENCE RUN SOUTH 86°58'54" WEST
FOR A DISTANCE OF 739.49 FEET TO THE POINT OF BEGINNING.
6
MIADOCS
MIADOCS 23952787 4
EXHIBIT "D"
SUB -PARCEL MAP
NW 19th TERRACE
NW 17th STREET
NW 14th STREET
DEVELOPMENT
SUBPARCELS
ARQU!TECTON!CA
2B03OAK AVENUE LW& FL33133
311 3721E12T 3115 332375 F 9CAD-Ef1"=390-9"
FOR ILLUSTRATIVE RI RP OSES ONLY. FINAL DEVELOPMENT DESIGN SHALL BE IN ACCORGV.GE MOTH INDIVICII, SITE puu.1 HARING EPROPERTY INTERNATIONAL GORR ""U
REPRODUCTIONS, OR ELECTRONIC MAG ASO NIOR TO IPULATION DRAWINGS "SaNS°�WRHS SOR MT. IEMIEB T' N" " TO
REVIEWANDAPPROVAL OFAs� CABLE AN PORTION RIDCTALLwVEIM.I'SSERVER1 OFF -SITE IMPROVEMENTS DEPICTER u INTENT SHOWN RIGHTS n-01
w1GOVERNMENT A1LE� CONSTRUCTION,TRES�L,
MIADOCS
MIADOCS 23952787 4
1Uf 25i 2021
DEVELOPMENT SUBPARCELS
7
A
N
o ILu 3UU
EXHIBIT "E"
TITLE COMMITMENT REPORT
MIADOCS 23952787 4
EXHIBIT "F"
LIST OF PROHIBITED USES
1. Any unlawful or illegal business, use or purpose;
2. Gambling;
3. Any use that is lewd, lascivious or obscene, as defined by Florida Statutes;
4. Adult entertainment (as defined in Miami 21 — City of Miami Code of Ordinances);
5. Any use or purpose that would constitute a nuisance of any kind (public or private) as
prohibited by the City of Miami Code of Ordinances;
6. Any use or purpose that the Code, as of the date of the execution of any Sublease or other
right to use, sets forth as a prohibited use on any City owned property;
7. Any use that would violate the terms of the entitlements, certificates of occupancy or other
similar approvals of applicable governmental authorities;
8. A funeral parlor or home or other death industry related business;
9. A car wash or gas station, except for car washing activities that may be conducted ancillary
to any office, parking or stadium use on the Development Parcel and any electric vehicle
charging stations;
10. A so-called "flea market" facility, "second hand", "used goods" or "surplus" store or pawn
shop, excluding a farmers market and the sale of products customarily sold in such farmers
market;
11. A gun range or gun shop or other establishment selling fire arms or ammunition, except
ancillary sales of such through an established sporting goods or similar store (e.g., Dick's
Sporting Goods or Bass Pro Shops);
12. Any residential use (which, for avoidance of doubt, does not include any hotel related
uses);
13. An industrial space or repair facility;
14. A junkyard or stockyard;
15. A fire sale (fictional) or bankruptcy sale (except pursuant to court order);
16. A coin operated laundry, central laundry (excluding ancillary to any Stadium -related use
and any hotel or convention center use), or laundromat (excluding any laundromats with a
secondary use such as the "suds and duds" operation) or dry cleaners with on premises
cleaning plants or facilities;
17. A store selling drug or "head shop" paraphernalia (excluding, without limitation, a typical
drug store such as Walgreens);
18. A store selling tobacco, vaping, or other devices that simulate smoking, excluding a "cigar
bar" or other similar type use (so long as such "cigar bar" does not sell or promote vaping
or other devices that simulate smoking);
19. A warehouse or storage facility ("mini", "self" or otherwise);
20. An industrial or manufacturing facility;
21. A slaughterhouse, meat packing facility, or facility selling live animals for consumption;
or
22. A soup kitchen, homeless shelter or other similar facility.
MIADOCS 23952787 4
EXHIBIT "G"
LEGAL DESCRIPTION OF PUBLIC PARK PARCEL
ALE THAT P OR TrON Of lE:,Efb'i GABOR.' ESTATES SECTF:VV 4.., AC D: NG TO THE FLAT T'r E EY, AS REOCROEDAP FLAT BGIWR' 44 AT
PACE 23, Or .ThiE PL 1 REC 'S OF wuA& -LA&E MINT; FLCRiV1At L PiYlO NTHT4E 601Ch' rAJ#Y DF ?NE FOUOI'M LTESOREI D LAMS
4.4a MR IOW Ow-50091110E0 LAMBS LW FOIRN rfiE IN RTh1EA5T ONE-Oi1ARTETR (r/4J Ok SECTION' .iz. M40.15 53 5W RANGE 4r
EAST; SAD LAMBS SEANO MORE FARTeariAREY OESI dECO AS FO LOW
caar4 Jrrt AT T.Fit #OLIMAI=.r .':aliWtH Of ME 1.41,M6451 OAQ-:,rktrr ,R (0) ot 5.40 :StETiw .52, TF/LFN[r > Gotit AOA1G mm $d1:JTTi
rer+1 c�P 1?Pt Milo ST f ? P/4) fAP` SE.0 rr ' .s fif?7TN" 4/05`W EAST rfw A ,9.-7 of 6e9:J4 PET TO A Poita.
Th9E11Yf hh'34' FPO.RTrf Of tI'T7' w?$T FOR A fATM ! 4.'a.Or ..ELT TO AP T ON A LK 4.'xtY PiUT riokTh Cr Ao P3iRk E 7PT}O
AS PQA51.A4t.7 eT iT WTAWLE$ Tr;t RifS4YJ .51.4) Pa PN Of. TT3M T acia (.0) CRON 322 MO TP1PERAIT
REM AC OF THE FV-101441C DOOMED 15'4 Er Cr LANY THENCE RAJ' AOAV THE MSTEALLY LLVTEE7 ACCY:SS TGfT-Gf--054Y TMhE OF
42Ndb AYEY,TdE (LEAOlkE ROAD) THE kAVIV TWEE (3.' cr; rSL - (r,,I THEME r t v ni7r.7r TifP'5tf`rr` HEST FOR A. DISTANCE' OP
b9.56 FEE TO A ItYN'T; (7J NUKE 1.XI ' 1ireTY 8'10'43` War rat? A DTSTA+tY't , .5675 TLET TO A 'tar dri Th1E' MExi MIMEO
h tTJ AI# LYIF+It COVE AVE TO NE fe rTrFE45T,• (5J' POLIEL MAY ftfOirTHWiST..PflY AMU THE ,4R'c tS SAN3 t'!JOVE TO Mg ANT A IA% A
RAun15 OF 4 .L4C FEET, A CENTAN ANGLE LW 2808251 A CHORD LE4GPri CF 222R.52 F E T AA54i A C# RD REARM OF NORTH
i^9r45' *E57 FOR + ud7AM F OF 250.84 FEET TO A NW; THEPF:E rrl.Ahf MORIN 86'5254' EAST FOR A LaSTANCF OF 73 49 FEET TO
A PONT OF COW OF A QORCULAR CATIE CCIWC}.W ?NE PF 'r1E5T,- ?FENCEPY+W rVORTNEA5TiERLr 4tONi' THE Mt' Cr 5.447
CRL'AAR CLIME TO T7 LEFT, HAt�A1ft' A RAOA.t5 OF 104.00 f?T } OE4TRAL .eUi E if 6757b1" A CHORA LENOIR OF 144.42 fEET AND
A CROFE BEARING OF N+.4'RTl4 4.TVO2.T' EAST, FOR At ARC OISTANCE LT PS9.S4 FEET TO A PONT OF REVERSE 01RVATIER ' muff RON
&WTI -CA TERi Y Ai OW THE ARC N CIRCA AR CCRIf Tij WE WHY; 40HO A RADIUS OF 865.411 FEE] A a'ARFPAL mat" OF
843TP8'', A CHORD LRCM' OF Sled T FEET 4i J A CHORE REARING' OF NORM 4r 3P` FAST, FOR AN ARC OISTA CE OF T21&24 FEET
0 A PONT LW WE Nn7 AESCaPP r) NW- TANKNT C19R'CL1EAR CGY7iiE OptirAvE TO T?,E' NOPTTir. ST TTaGz Aviv 1 4TrP&+'LSrt 4L r Ate%
ThE ARC OF SA00 CIRCLEAR CLOrrE TO NE LEFT, ING A RAAYiS OF 42029 FEET, A CENTRAL ANGLE OF 85ti67J', A CfLDVRYF LEWGTN
OE 55 47 FEET AND A CNORD BEARN G LW ACRIN 3845'05- EAST FOR AN ARC (INSTANCE OF 824.30 FEU TO A PONT; POKE RA
WPM 0303'T2` IIESF RW A USTANCE tY 375.24 FEET TO A PONT. T7YENiCE RL✓NP M 78f 8858 S4` EAST FOR A 0 STA CE OF 40557
FFf T 70 A Ppp1T; PEKE RN NORTH 01 " IIE5 T Fi79 4 (STANCE OF 242.22 FEET TO A T, ?NON?NOCE ON &EKG WE fNQ44TPf
OE OF WE NORTHEAST 1r/4 OF SAO SECTON JE NORTH 87742P' EAST FC ? A LA'ST,4RGF OF 1002 FEET TO A POINT ON 4
NON -TANGENT C RCLI.AR aiRVE C'OVGA I.4= TO ThE EAST,. TFYENC9E RN UND L Y ALONG IEC ARC OF SAPD CiRCLrLAR CO1'R4€ 70 NE LEFT
WINO A RAMS OF 146,140 FEET, A Mf1�ORAL ANGLE Or 0076 ' A CNORO LEWIh { 715 FEET AAV A CMR0 GEAR G OF SOWN
0N'44;x'A r EAST FOR AN ARC £ 5fCE W T,PS FEET TO A PONT OF TANGSKY TPINCE RUM SON 171 oranr EAST FOR 4 05TAi E OF
246 60 FEET 70 A PVT OF MLA NNE OF A CROUT.AR Ct'7' f CONQCA 4f TO Th1E EAST THENCE WI S ITPE' . Y AZONG i7NE ARC OF
5.49 DifPG1AR Ctn4E TO NE LEFT HAW t R 8T5 OF 257T.79 FEET A G NTrR4L A 8RE CF 0445'r4 r A WORE? LENFBTPF OF 24371
FEAT ON A aG7#C i2 BEAN'NMG OF soup,' o 77 ` EAST FOR AN ARC Ot5TAAVOE %F 24070 FEET 70 4 FONT OF- TANGENCY; WAVE Rai
50. TF1 O 'YP'rr` FA5T FORA L 5FARCE OT 1P r.6P r E7 T1, A F(1WT OF C1 4 TT.ARE OF A O RCULAR CURT MCA LE T{) Thr REST,-
7kENCT RUN SOONER Y ALr.Wr TFOE ARC OF A {7 OULAR CL ?IE TO RNERIGHT HANG A RAONJS OF 28E4. 79 FEET A CENTRAL ANCYE
aF fid 4$'r47 A r6WY; fEMCTP1 Tiro f'`ET AA7 A f, ^FRO 0EARh G' OF 50Y,7Pi 047nil' EA5T, fi714 AN ARC 12?STAVE IT 240.19
FAT TO A F'p;4 T U'+r` i-mcarcr. ThENC€ r?YaY.' ALOH'GG A LAE 35.60 FEET i#EST OF Ale PARAL& TR THE EAST LNVE GF PIE .FfOR 11 EAST
r/4 5.L .i.4 Y2 . ▪ T iYa .12. .5.9LOY iA 5'T WY A Ly.s-rAuct f7w 3 i5. 07 FEET TO A NAT, Ttery t ,RJN MOTH 8r4S'751- r OR
A rA'STA liZ G` sta.% ..- T To A P"_awT; REA .441h4 SCk+TrF OP 1'51' EAST ALeht T'W inCT AYLHT c -WAr rim rrk StA.'20A G'
Adf YP7HL� rfAB' MOAai A,~.0 THE &isr NI Of- OT OCT( .`, IEJA CAi L1. ES TAMS TOY 4", Ateir iGC,PE #4, FAG 'J i. ThE
PdeeMS t'(PGri'7i rPL4:WA. Fads A LISTANCF 1L64.4r PIET TO! A P"OMP7 TH8MCE HUNkL' P EI5'U .r3 A 57 raw A
&STANCE OF 80.▪ 00 FEET TO A Paw THENCE RUFF ZOTH OP'52'52' EAST FORA n'ST.h OF 2P3300 FEET TO A PONT;T7,EN E RIM
SOLPTTW MVTB'1S' 1 EST, ALON A L(+E 45.00 FEET NGRT?f OF Th1E SOWN LAVE OF THE .4CUNEAST Pf4 OF SA19 SECRpY 32, FOR A
OP5TANCF TF 1236,7T FFfT TO 11i PO.WT L5 LIEaOPN'NQV4G, fg:ANWAYNe 4.5X2615 52TiARE FEET MORE OR 1E55 OR .58787 AWES MORE AR
LESS
MIADOCS 23952787 4
EXHIBIT "FI"
INGRESS AND EGRESS EASEMENT AGREEMENT
Prepared by and return to:
Isabel C. Diaz, Esq.
Holland & Knight LLP
701 Brickell Avenue, Suite 3300
Miami, Florida 33131
[Space Above This Line For Recording Data]
INGRESS AND EGRESS EASEMENT AGREEMENT
THIS INGRESS AND EGRESS EASEMENT AGREEMENT (the "Agreement") is made
as of this day of , , by the CITY OF MIAMI, a municipal
corporation of the State of Florida, whose mailing address is 444 SW 2nd Avenue, 10th Floor,
Miami, Florida 33130, Attn. City Manager, ("Grantor"), to and in favor of MIAMI FREEDOM
PARK, LLC, a Delaware limited liability company, whose mailing address is 800 S. Douglas
Road, 12th Floor, Coral Gables, Florida 33134, ("Grantee") (Grantor and Grantee are sometimes
together referred to herein as the "Parties," and separately as the "Party").
RECITALS
A. Grantor is the owner of that certain parcel of real property located in Miami -Dade
County, Florida, legally described on Exhibit A, attached hereto and made a part hereof
("Grantor's Property").
B. Grantor and Grantee entered into that certain Ground Lease for Miami Freedom
Park Commercial Development (the "Freedom Park Lease" ), with a lease commencement date
of (the "Lease Commencement Date"), in which Grantee agreed to develop
and cause the construction of a hotel and an art and entertainment center, including food and
beverage venues, office, retail, commercial and parking, and other ancillary uses in accordance
with the Freedom Park Lease, at no cost to the Grantor, on that certain parcel of real property
located in Miami -Dade County, Florida, legally described on Exhibit B, attached hereto and made
a part hereof, (the "Development Parcel").
C. Grantee has requested, and Grantor has agreed, to grant to Grantee a non-exclusive
easement upon, over, and across the real property described and depicted on Exhibit C, attached
hereto and made a part hereof (the "Easement Area") for (i) pedestrian and vehicular ingress and
egress to and from the Development Parcel, and (ii) the construction, operation, maintenance and
use of underground utilities, above -ground utilities and public infrastructure (collectively with
respect to (ii), the "Utility Improvements").
MIADOCS 23952787 4
D. Grantee has requested, and Grantor has agreed, to grant to Grantee a non-exclusive
easement upon, over, and across the real property described and depicted on Exhibit D, attached
hereto and made a part hereof (the "Pedestrian Bridge Easement Area") for pedestrian ingress
and egress to and from the Development Parcel (the "Pedestrian Bridge Improvements").
AGREEMENT
NOW THEREFORE, in consideration of the foregoing recitals and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby
agree and covenant, for themselves, their heirs, successors and assigns as follows:
1. Recitals. The Recitals to this Agreement are true and correct and are hereby
incorporated by reference and made a part hereof.
2. Grant of Easement. Grantor hereby grants to Grantee and each of Grantee's
designated tenants, licensees, invitees, employees, guests, patrons, agents and contractors (I) a
non-exclusive easement upon, over, and across the Easement Area for (i) pedestrian and vehicular
ingress and egress to and from the Development Parcel, including such roads and parkways in
Grantor's Property as depicted in the Easement Area (collectively the "Roads"), and (ii) the
construction, operation, maintenance and use of the Utility Improvements; and (II) a non-exclusive
easement upon, over, and across the Pedestrian Bridge Easement Area for (i) pedestrian ingress
and egress to and from the Development Parcel and (ii) the construction, operation, maintenance
and use of the Pedestrian Bridge Improvements. Grantor acknowledges and agrees that the Roads
identified on the Easement Area for vehicular ingress and egress, as provided herein, shall not be
dedicated as public rights of ways, unless otherwise required by applicable law. Further, without
written approval of Grantor and Grantee, neither the Easement Area nor the Pedestrian Bridge
Easement Area shall be reconfigured, blocked, closed or altered in any manner that materially
changes the location or configuration of Roads or results in a restriction of access to and from the
Development Parcel. For the avoidance of doubt, this Agreement does not constitute the approval
of any utility -specific easement and, to the extent that any utility requires that the Grantor enter
into a separate easement for the placement of its utilities within the Grantor' s Property, then such
utility -specific easement shall require review and approval by the City Commission of the City of
Miami, Florida.
3. Maintenance of Easement Area and Pedestrian Bridge Easement Area.
Grantee shall be responsible, at its sole cost and expense, for maintaining the Easement Area,
including the Roads, and the Pedestrian Bridge Easement Area in good condition and state of
repair; provided that Grantor shall be responsible for repairing any damage caused to such areas
as a result of Grantor's or its invitees' use of such areas. Such maintenance and repairs shall
conform to commercially reasonable standards consistent with and necessary to preserve the
function and quality of the infrastructure and the improvements located within the Easement Area,
including the Roads, and the Pedestrian Bridge Easement Area.
4. Severability. If any provision of this Agreement shall be invalid or shall be
determined to be void by any court of competent jurisdiction, then such provision or determination
shall not affect any other provisions of this Agreement, all of which other provisions shall remain
MIADOCS 23952787 4
in full force and effect. It is the intention of the Parties that if any provision of this Agreement is
capable of two constructions, one of which would render the provision void and the other which
would render the provision valid, then the provisions shall have the meaning which renders it valid.
5. Headings. The headings set forth herein are merely for convenience and shall not
be deemed to in any way expand or limit the interpretation of the provisions of this Agreement.
6. Term. This Agreement shall become effective upon recordation and shall continue
in effect from the effective date of this Agreement until the last day of the thirty-ninth (39th) Lease
Year (as hereinafter defined) following the Lease Commencement Date (or later if Grantee elects
to exercise its options to extend the Freedom Park Lease term), unless released sooner with the
written consent of Grantor and Grantee, or their respective successors and/or assigns; provided,
however, if the Freedom Park Lease is terminated prior to the expiration of the then applicable
term (including any option or renewal term), this Agreement shall continue in effect through the
expiration of the term (including any option or renewal term) of any Sublease then in effect and
subject to a Non -Disturbance Agreement (as defined in the Freedom Park Lease). For purposes
hereof, "Lease Year" shall refer to each twelve (12) month period running from the Lease
Commencement Date and each anniversary thereof. If the Lease Commencement Date does not
fall on the first day of a month, then the first Lease Year will begin on the first day of the month
following the month of the Lease Commencement Date, and each subsequent Lease Year shall
commence on the anniversary thereof.
7. Not a Public Dedication. Nothing herein contained shall be deemed to be a gift
or dedication of any portion of the Grantor's Property to the general public or for the general public
or for any public purposes whatsoever, it being the intention of Grantor that this Agreement shall
be strictly limited to and for the purposes herein expressed.
8. Covenant Running with the Land. The easements hereby granted and the
requirements herein contained shall run with the land and shall inure to the benefit of, and be
binding upon, the Parties hereto and their respective heirs, successors and assigns, including, any
subsequent owners of all or any part of the Grantor's Property, the Development Parcel, and all
persons claiming under them.
9. Remedies. Enforcement of this Agreement shall be exclusively by action at law or
in equity against any Parties or persons violating or attempting to violate any provision of this
Agreement. The prevailing Party in any action or suit pertaining to or arising out of this Agreement
shall be entitled to recover, in addition to costs and disbursements allowed by law, such sum as
the Court may adjudge to be reasonable for the services of its attorney, at trial and appeal. This
enforcement provision shall be in addition to any other remedies available at law or in equity or
both.
10. Notices. Any notices which may be permitted or required hereunder shall be in
writing and shall be deemed to have been duly given (i) three (3) days after depositing with the
United States Postal Service, postage prepaid, (ii) one day after depositing with a nationally
recognized overnight courier service, or (iii) on the day of hand delivery (provided such delivery
MIADOCS 23952787 4
occurs prior to 5:00 p.m. E.S.T.), to the address listed above or to such other address as either Party
may from time to time designated by written notice in accordance with this paragraph.
11. Construction of Agreement. This Agreement shall not be more strictly construed
against any one of the Parties in any claim under any provisions hereto. In constructing this
Agreement, the singular shall be held to include the plural, the plural shall be held to include the
singular, and reference to any particular gender shall be held to include every other and all genders.
12. Authority. The persons signing below on behalf of Grantor and Grantee,
respectively, represent and warrant that they each have full right and authority to execute this
Agreement, that they are authorized to do so and that no consents of any person(s) are required
other than those which have already been obtained.
13. Miscellaneous. This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida. This Agreement may only be released, amended, modified,
supplemented or revised in writing by Grantor and Grantee, or their respective successors and/or
assigns, and any modification shall be effective only upon recordation in the Public Records of
Miami -Dade County, Florida.
[SIGNATURE PAGES FOLLOW]
MIADOCS 23952787 4
IN WITNESS whereof, the Parties have signed this Agreement as of the day and year first
above written.
Signed in the presence of: GRANTOR:
CITY OF MIAMI, a municipal corporation
of the State of Florida
Print Name:
Print Name: By:
Arthur Noriega
City Manager
ATTEST:
By:
Todd B. Hannon
City Clerk
APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM &
REQUIREMENTS: CORRECTNESS:
By: By:
Ann -Marie Sharpe, Director
Risk Management Depaitment
STATE OF FLORIDA )
) ss:
COUNTY OF MIAMI-DADE
Victoria Mendez
City Attorney
The foregoing instrument was acknowledged before me by means of n physical presence
or n online notarization, this day of , by Arthur Noriega, as the
City Manager of the CITY OF MIAMI, a municipal corporation of the State of Florida, on behalf
of the municipal corporation, who is personally known to me or who has produced
as identification.
[NOTARIAL SEAL]
Print Name:
Notary Public,
Commission #:
My Commission Expires:
MIADOCS 23952787 4
Signed in the presence of:
Print Name:
Print Name:
STATE OF FLORIDA )
) ss:
COUNTY OF MIAMI-DADE )
GRANTEE:
MIAMI FREEDOM PARK, LLC,
a Delaware limited liability company
By:
Name:
Title:
The foregoing instrument was acknowledged before me by means of n physical presence
or n online notarization, this day of , by , as
of MIAMI FREEDOM PARK, LLC, a Delaware limited liability company, on
behalf of said limited liability company, who is personally known to me or who has produced
as identification.
[NOTARIAL SEAL]
Print Name:
Notary Public,
Commission #:
My Commission Expires:
MIADOCS 23952787 4
EXHIBIT "A"
GRANTOR'S PROPERTY
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
rI,
i 'iCdLE: ...=51X(
Po,,Nr
COMMENCEMENF
E.st.t+rwesf Corner,
feorterrast rf4,
Sa[trorr J2-55-41
*op tile, NE V4,
J2-5J-4r
Ci Coiclen
C
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Vote.'
r. The bean:, -Is shown hereto meats to or oss rued Gearing North 880?8" Bost) Wong the SAW? else
ar fir; ,kyrhe tsf akie—LWrfer (/4) or .Srcf?'rx, 32 Tow»isf0 53 .5;wrir, riope9i Eos..Idirerrriz]9u'e
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i. Th.'s sketch ' rot iv.ui without the siyvotfee geed the i ici rch5ed see' o' Th • .:—:strnr Ffoeidl Ch 0, - C+ d J :tarlc;'
+sensed snow or an ,mglper. _
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MIADOCS 23952787 4
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
LLUAL., DESCR,'PTT 1:
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bE OF SAID ;NORTHEAST 1/4 FOR 45.00 FEET THENCE EASTERLY Aiv1i+1'C A LAfh'E PARALLEL wrr?-i MD 45 FEET NOR'- - -_
%'TFi' LAE OF SAD NG1?T,'f AST r/4 ,rl88•08'16''E FOR €49.35 FEET TO ME Pi7,ti1";i :7F &EON,'1hNC OF THE PARCEL - _
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m14 .59.96 FEET. THENCE Rah"1 ALCh\i9 SAD .LAVFEL1 ACCESS ?rG- F- OF' I'IE4Y N45'58`49''0V FOR 56253 FEET TO A .ANT
- } NEXT CESC?r8E 1 C ++RVtE, _540 POviT 5EAR.2 S4524O2-w F;R1 is .rT; EfOEk T-5iCE i61 STERLY ALONG SAIL
�?C0L4R CLi,R1'E C6/tAUE TO -E NOR MAST ..4AWls6 A 1 40'L'S -OF 470.00 .FEET. A CENTRAL A"iGLE OF 41•f0°52' FnR ^�
• D.TrF NCE' OF ,337.81 BEET 76 A P054T OF FAN N;-r;' THEA,CE iJ"1 ALONG 5ALR M OF-WAy' NO3`2505'W FOR U23,61
- _ET, M.E00E NOR?h'WESTERLY ALON6 SAD RIGHT -OF -WAY Pr0:758'00.W FOR 193E8 FEET TO a MiTEPSECTTON WT11 A LAVE
i-!ARALLEL TO AND 5200 FEET E4ST OF 7PE VIES LIME OF THE SAfD 151'hR;94E4-5T r/4 or 5ECF 37; THENCE RUN ALONG
-C+E,Riw R.16:.9?-Gt'-iM} LONE i7F'E,iEO-0E ,RIX Pm4 +,� A,vENi,'E} n ('S4'354' For?992.21 FEET T TO A Pawl':
-_ RI4V 8,3'49.4 T E F]r? A D6TA.NCE OF 251.82 FEET TO A .Pfh76 - TENCE PUN LV7004 29.E FORA DISTANCE OF
FEET TO 11: 1,vTE SECT)O1i w^TN Tr t. NORM' LINE OF THE SAOi N0RTi` AS T 1/4 0_ 5ELCT7pfh .32; THENCE RO ALONG
sou' ,�1ORTF! ONE 1'1'87'24.2f'E F,0R 20f9.56' FEE? FO 1TS .AITERSEC170N MTh' F K'ESFE,RZY gig-r-of-1w LAE OF NW 3770
AkENL, A5' SHOWN cw S1IEE? 2Z' TO ME Mi2llCiPAL ATLAS OF THE wrr OF MAW, SAD PC4NT OF ,NTE,R5ECTiaN RE!lC O1 4
aRCULAR CURVE CONCAVE I.73 THE E45FAND BOSS ,'1582.3'51"E TO 771E CEIITE1? OF 54D CURVE; ThEo `E SOUTHERLY AL,Oi4'i:.
SAO CarrtrE 1,A1+91., A n IWU.S. OF r463, 4 , FEET, A CENTRAL Ail LE OF 00-16'40' FOB' AT1 ,4PC C1'SraNE OF 7,15 FEET; .��_
TfiEhCt ALONG S 6 R1 HT-GF-1I1lV TANGENT TO THE LAST t5SC11+RE0 CURVE SOP525T'E .FOR 246.61 FETOET A PO'?r -
CT1h-" A77ORE OF A CIRICL+.4R Oaf CONCAVE TO THE EAST MENCE 57,:JT ' ALf1"iG &v10 S^YrT-ti F-1 4 .4.v0 CURVE r%1vri+,.. -
"RAD,us OF 2871.79 FEET, A CENTRAL AL ANGLE OF 194'48'?3'' FCV? AN ARC Li+5TANCE Or 240_77 FEET TO A poor 0 7 OF TAWGEAuCr
-4E+.CF RUN ALONG S&P ,4.+G'HT-OF-.KW Y 1 ' 1 1 `E FOR T .r.7.62 FEET TO A CrRCUL4R cowvE CONCAVE TO ME PEST;
-546E ALONG site ,Rn1rrT-GsF-141r APO CURIE HAVNG A RA105 OF 2864_79 FEET, A CENTRAL ANGIE OF 64'48'f3' FtIR AN
D.J5TANCf OF 240,1.9 FEET TO A POINT OF FANUEiVK=w' 5.41c7 PC4i'yT 9E1NG .55 FED- 141E5r 05 T1'if L r1L or 54+O
MG7TNE4ST 1/4; THENCE RbAl ALOUC REPr OF-Ii14Y 507.52'52'E FOR 535_ 7 FEET TO ,7S A'WTERS,ECi%W itiTL-I A NE 30.Gs0
EEr-5011T+i OF 4110 54-q_ALLEL TO 7 6.'007 fi' OE OF ME s JmE45-r 1/4 OF THE NORTHEAST V4 OF 5r11O 5ECT77' 'a'
$5746'27'rr A(11! :54i2 PAR4UEi j76 FC19 700.00 FaT T( A P 11T 7.35.00 FEET *EST C.F hE EAST t1' = -
`.37TNE4ST 1/4; THENCE S 01752'57'E PARALLEL TG SAID EAT LINE FOR 1654-41 FEET' FhE4,CE Pd4V 588'05'18"M, -
r('.5rANDE OF 80100 FEET Tf"E /5E RiIN .501.52b571- FOR A 1?,'ST.4NGE C)F 2f3.01.7 FEES 711E,v6E ICES7611 Y ALONG A =
PAP4LLEL 1I5T74 AND 45 FEET ! IORTH 7 ?WE SOWN L1:NE OF S4h7 NSRMEAST 1/4 OF S44; SECTION 32; ME1'NGE $
S88 -) 'TS'W FOR 236,7 FEET 70 THE POINT t BECN,vrn1G.
T7.h : $ sf 1 .40. (6ot0 10 ar7 of wr7 d 4 .i-i Norm 88 'r8' Ew) arnrr/n 1,`te 5mt,r.»
• t11e 14'crtheast. OAe-Orarfter 0/4) of Seenbo 32, 1cawi 5 i .53 Ruth, Range. 41 Fast, Ltiomi-i7cde
LC,rif &
2. M.'S sk ch is nor' wdid *Allow' P1ie srgnahwe sod Me arig rra raised serJi a# i,4e of#estiny FA r dcr
Onercez, Eveve 'ix tlrld rinwer.
7:YE SEAL APFE4.RNI {.Y1 rr- 5 P1- khzkir 11445 A'l,}4 AV i• ,7r EWFFY 'w rfN ,J Y1.70+1. r.S.i+. 4775
SCHVVEBKE S H 1 K I N + A O IA SE NJ
L=ND SURVEYORS • ENGINEERS • LAND PLA t GEN&
)240 C01± -1E r#Y, I PJM'R, FLCCIDA 33.325 (0Ef/ 0 '42-7010 81ROwai D:1854) 4354 `+x:(305) 65 -1A
P - REp"IOPi.+'r
CARDER N`J_: 2142E u
THIS IS F?:T - L- SDJRYEY rA1EOGF
DATE
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SHEET 1F _SHEET(} FEl• H4-
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MIADOCS 23952787 4
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
IN3RESS - EGRESS AND ILITh EAGENT
ta71q. ;IA
INGRESS- EGI*-Sf.R NI::
UTILITY E.L'!,
sE way (94E.E ;
,;IRGAT C=F
lei.L0.00...M7 11
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comuaicatar
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Seefidd .32-5J-41
V. The beaferge Main !Wear Mtge re en assurimd betriNp Mager &POMPEast) araw the Saab Mire
Oft tioriAme• One-Comn`o• ,(1/4) Se-ctian 32, TomntiO 53 Stivffi, R 41 Eo5t,
Coarat nada
2 This sik••61th 94 **I31 without the siroture and the a-19:rd faittd teat o the ottesthig Florida
safvelof aqd mapper.
NE Sal ACf-DAWO ON AUNCIRM 424qK MOW ..000/0:00.
rrheagt Corm;
4,5,,chan 32-53-.0
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42.75
SCHWEBKE SH ISKI N + ASSOCIATES:,,,Lq!8-7)
LAND SURVEYORS • ENGINEERS • LAND P
3240 CCOMRATE Y,UIRA/10, FLOW 1306 CADE005) 652-71110 EtilDMI O 54) 435-* 013,5)
THIS IS NOT A %AND StISNEF.'
ORDER HO - 214259-13
DrrE 10/12/2021
l'd-IEET I CF 4 SHEEnS) F.E.: PLO-
PEVNEI: rEaRD.O. le 2022
MIADOCS 23952787 4
SHEET L. CF 1.HEE17,`1)
FEuivA4, razz
SKETCH TO ACCOMPANYLEGAL DESCRIPTION
INGRESS - EGRESS AN EAS :V ENT
DETAIL
PONT OF-'
BECNAWC
Sadifimmt arm,.
Maeheosi`
&dim
s-ass
UTILITY EAS0MET-KYO
L=)50.6.4.
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t Me oeefargs &nom ['wear) mate so mt agsbmed hdaif19, NCO* a v618" East) afeng rbe Souro Noe A - C.tikr Angi'a
of ofio Harfficest aiv-ki-trr (JAI •ar Soctian 32. TonTran0 5-3 Nveh. Rorer 41 &at, 4bzfrii-Pffrk 1 - Ars Lolly*
Cadoti; AM& che — chard ohcrav
.2: Ns sketok is not iedNo' witinovt Oa *Tatum and the ariairsa' raipsd seat of Mr attesting Porde ca.o. — Chad Datartee
ffc.-Juner Siff ley3f and rmy:yrer.
51..1L ..1..-!-ShiVic C.5%. Ns. 7.)&171411+7 *XS AU717017M 67 ii2OW Nan' idedetit P.DA 07'5 ,
SCHWEBKE SHISKIN + AS SO C IATESEN.'47)
LAND SU RVEYC1R S • ENG! EERS • LAND Fv,ypiri—E—wiNV,.
3240 CCRPOPATE laVe. 11FIMIR. ftQPp& Z,025 NDE0t15; R52-711111 EIRDWRO-4954) 4.35LAIT WL.305) 55,
Pl*PiREO 7k.rf
SON:
-
THIS IS NOT A 'LO.ID HUI-VEY: Ci91.09 NO.: 21269-8 E7!
DA/E, 10/12/2091 ;Raj
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MIADOCS 23952787 4
E.I E FE
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
INGRESS - EGRESS AND UTILITY EASEMENT
LEGAr EEZRPTfi
ALL TFAA T FT ER E GARCON ESTATES SE'2TTO4' 4, ACCORO9riG TO THE PLO' R EREOF,, AS RECCROET2dF PLAT BOOK 44 A T
PAGE OF THE paw RECoTA5 or A W-o E cowY FLaRTAA, i Fpo6 Nino TFfE ,CRY OF ME FalORTAC d7E5'CAHlE0
LAMS TOCEM ETR NPTN LAN-SLLR ACELF LANDS' LW PrTON THE 7NORTJJEAST ONE -WART&' (0) SECTTOW 32; L•OICSOP 5:
SrAM. RA.FC.E 4) EAST ARA4'-4LE C750011,, FLOR10k SATO LANDS WORE PARTTf2 LARLY A5 RUM:
5,•
COINEWE A7 ME 5O R 14EST CORNER OF THE NORi'SEAST E47TER (04 OF .541R 5ECTTOW 3 POKE R(Aj AL.464i:
sOoEH• LoE Of tree TOURNEAST GALE- 4.Q ER (r/4) OF 5Ad0 12, roOR O8'r8' EAST Far A t STAN E OF 649..14 .---
TO A PONT THENCE ✓ A' NORM 00'53'17' WEST FOR A OM -WE OF 4S:OF fttr TO A ROAST ON .A ONE 4,5 OS FF,`T DORY) OF
AAaT! PAL3tiL 6iJR0, AS ACARREL1 AT R926 ANGLES 71J 7P SAG SOfffl dAME OF DE NeRMEAST G4'rT-]1dARTER Pf4'J Ce SEC i_;v
3 TO-FENfE RL?I ALOir THE ELDERLY MHA9 + ACCESS RYCHT N9iY L11'�9E OF tii: 42N7D A (LEJEA't£ ROAN THE FOLL01
h7 F (4J GLaer,E5 to TTaG'EROW fNp E 00'53')7" 1FF5T FOSS A DUNCE C 50.96 FEET TO A PONT; NUKE RRYF 7NORTTr
48 5849' wEST FOR A 087,4ACtE Of5562.5.1 FEET PO A PONT ON THE .NEAT OE r EO• On uLtiR OuRkE '05ME TO ThE
7N+ 7I AST: (3) PENCE RYA'f NrYARMESTEWtr AL.fk4Y' RE ARC OF.SAO c kE TCr ThE RUNT, HAITrC A MOWS OF 470 00 FEET A
LvamAl AN YF or )8 9'151 A CH010 1L74t,'TJr OP J34.87 ffEr ALGdr7 A Gyx11RG &WML YORIN 35'2! G'T- WEST, FM A
655TAN E OF L55.33 FaT TO A POW ON THE AEC GODVIEMO BAR CURIE CONCAVE 70 Tii NO rr- E45T AY& TT1E PONT 04F
EIEVIANX OF DE razonec. 6ffrogE6 pooa or Lo (4) TFENCE GIONTIrA,4E ALCM TTE ARC OF 540 CRClRAN' GtiFTiE T NE
RIGHT, !FALNG• A RANDS Cr 47000 T, A MORAL OGLE OF TT'932; A 04711 EENCTFI GF 95.34 FEET AN A f31110 SIEARN+,iC
OF 14IQRTk 227649" HEST, FOP A ARC 174STANCE OF 95559 FEET Ta A POINT; TR)94CE RUM NOUN $)' $4' EAST FOR A DISTANCE
OF 7,12 44 FEET TO A POW; Ox O leARA E CF A Cs7..7U41.44 CUM CTNCA E TO TFE NOATNWEST R-E RoN AVRTHEASZ9V,
ALO50 THE ARC Or SAN3 L1Ft; ° . A.- CLAM - - : s' - MAC C A RAA41S 6r .424.00 FEET A L.ER'TRAL ANGLE OF
CHORD LENGTH OF T4-A 'YiOP.i': AA�PTH 43�O5.i EAST. FOR AN MC OTSTANCE Or i;9A54 .- -
PGAIIT OF RE RSSE CJFI = ..Y gm , _-- .T41 .r AiONG TYE ARC OF A GRCidLAR• CURIE TO THE RtO44T. F+A r,fpi; r
RIMS OF 8554 FEE' - _ .- - -•: CLE CF 84 ": A CHOW LENGTH OF TJ , P9 FEET AN A CHORD 8EARANC CF HORIN
4r 20'3!' E"45T, FOR A.; _ _ : F r77a2' -__- m A Para 04 MT NEWT =ORM Nair- TAM it °R a# &team
caye4 VF TO 7f:15 Aft45' = - _- = .'.557r NOR;%- =7"ti r ACM' THE ARC OF SAE' ciye YAR Ll'ree TO Thi LEFT, !WING A
RAC OF 421Ct29 FEE- - _ -vgif GF 85',r::"i±"; A CAW, LEMON OF 55847 FETmo A affORO 8EARN Gr'rrpii'ff
3!?'45u5" DST: fc ?;: - ArrGE OF 524.37 FEET TCa A ROM; T tENCf RLAM NORTH OS'03"!2' REST FOR A GETA4CE OF
375.2' FEET TO A FONT - , _L ...AA NORTH 9'54' EAST FOR A A'STA OF 595.58 FEET TIj A PONT) WWI- RON THE
Af DESCR EJ TWO (l; L . 5Y5t5 ALONG ME .14ESO RL Y JiYa07 CF- IRA Y OF NW 37Th' A IENL " (i) STIW4 rJ 5257' EAST Fi' 7 A
CA.'STAFrr,E l2, FEET TO A RAT OF CY.AWA ?PRE OF A QI4C(.1LAR CURIE CONCALE TO THE EAST. (2) ?TIERCE RON 5011TTERLY
ALGPFO THE ARC Of SAID CROAAR CLRI£ TO THE LEfL MING' A RAMS CiF 287T.79 FEET A CENTRAL M E OF OrJJ'84; A
ChM LENGTH tir 77.74 FEET ATV'8 A GNOT 8EAf3ANC CF SCAUTi) T92.9. EAST, FOR AN ARC LD:STAACE OF 7774 FEET 70 A
PONT,, THENCE AIN 5 CITH 61559'54- RE57 FORA i7STANCE OF 249.52 Far TO A PONTOF WNW ?WY OF A OCOMDIAR CURIE
CONGA LE TO THE SEJJTF AST; PENCE RIAN SOLlTT+NESTERLY ALOFFG OrE ARC OF SA0 CRCO1 R WRIE Ti3 THE LFF J I MO A
RADY.15 OF 165 18 FEET, A ANTRAL MOLE OF .RQD227 ' A COO LETsG'TH {1F 735 ¢7 FEET A.222 A C 4CRO FEARNO OF SOWN
47S7S!" IIEST, FOR Ati ARC DFSEANCE 559.56 FFE7 TO A FAT: T2JEN E ROP4 SAO) OJOT'r2` EAST FOR A 12ST411vfaE CF r!a73
.°F44T LA4 THE NE77DESCFti 7 14)GIN-ToICENT CRCULAR CYATLE CAC ME TO THE NORTHWEST: T+dENE rTLN!
= c - R Y ALONG THE ARC OF SAID 04ROTRAR CI. RIE ID THE R GNT" 0-1,.4IW41G' A RAMIE GIF 5r0.29 FEE, A CORAL AM3F GE
LEHGN OF 69Le6 FEET AND A CHOW BEAALNG Or SOON 58'SP45' ACV; FOR .4v ARC L55TANCE OF 352 _.27
A RAT ON TTLE NEx'TDESG NON-7742GEP1t aRCOIAR OWE CONCAT 101 R,E 51 FTNEA$7' T7 RN
+-STFAL Y ALONG THE ARC Gr 5A0 BAR OiRIE 77J THE f T FA kl4+G A RAMIS OF 775.48 FEET; A, CENTRAL ANGLE OF
9r r 2.7 f3 A CFTC 7C LENGTH OF LT83.05 FEET AND A WORD £E4R7111s OF SG(J H .34154135' NEST FOR AN ARC &STANCE OF 134562
FEET T1J A POPdT ON A THE NEAT LECliklEID Mai'-TAMGE►ff CBRCLLAR CARVE MICA If TO ME h'c7YfTlTIEA5T
EAMIL.ED dr Swa7 4 Of 4
;WE SILL A £1.fPC4V AY T IS COL-treV IWS AL+TkYAPrZEJ 8r 14 W SrttF,Y .rOfA49O#r. P.SJr. 4275
gelA S HWEBKE S H !SKIN + ASSO I T NJo -&7)
LAND SURVEYORS ENGINEERS LAND PLr ld✓r
3:24{1 CORKIPATE RAY. MRNWR. FLOM.. 33D25 DAD005j f.52-7414) EIFICMN 054.) 4 +44a45
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FLOFMAP
MIADOCS 23952787 4
SKETCH TO AMPANY LEGAL DESORPTION
INGRESS - EGRESS AN- - I_I-Y EASE`, _-1
ThiNCE SauTelEPo .ALONG FhE ARC' OF SAIO OPOIL+kR CONE TO NE LER", ROM A RADIUS OF /F9 5d fE A CEVP/42
AmscE oF O7007 A OeCRG tEN678 OF r a5o Fur AND A 061'TO REARM OF sowN r85771" EAST FOR A ARC D'StA rJF
J48651 FEET 70 A PONT ON IRE WXT N3ES1d0EJE a daYbN-7Add aT Ctl TAUR CAW CONOA,vE TO ME 906,JPfl1EST 7/4910E Rush'
SOCINERtr A ti1NC RE ARC OF SAD GROILAR C2 1f TO NE Rig- ; HALM A RAM CF 92300 FEET, A CENRAL ANKE
5903.027; A CHOW LENGTH r3° 395iJ FEU" AND A UfaRP &EARl7A6 O SEWN r27055' :AST, FOR AN ARC LYSTANC£ OF JOS 92
FEET TO A PIa*T, F 4:E . MW MUTE 0259'27' EAST FOY A &STAh1r 6iF 12R ri FEET TO A PONT; 7YahY Nww ALIx1G A unE
45.00 FEET NWRTY0 OF AV PA*4f ? NM, AS AtEA2liFID AT IPR F AWES T , .SRYJ Sr1! �° d °Yr� r7F ThI 1E F 4ARTER
(r/0) -0F SECION 32. SOWN MOTH' REST t72ff A DISTANCE I MO!, - °.- = ` .9KaY MURRY U2597J• REST FOR
A 9,57AAKE I F rh9°40 FEET TEI A AOtliir ON A CARCt.MAR ORM CO ;' - __ :_err :._ - + E ROI ARThERLY ALONG MIE
ARC OF A ORML4 AR av E TO TIE LEFT, HA A G A RAMIS OF 8.1106 - - . _ - 2455547 A Cl ORD 'E91Si'F! OF
J5 2 FEET NO A 61, BEARaG OF NNORTTf 157i'17' METFOR .AN AN2+ :. - -s'i Ti A FONT OF OOIPOL6D
QOM TOR MEIVCE ROY h'A7TRTER .r' A T Mc CC A AR .;'r, t . z-- -.AIM A R4 IJ.)5 OF WOO
A CEN7kk Adli' E tF 65Tr5'52' A afcRo. iEriGTri c1F J9L54 FEFAMO A Oxikii titAkm & or rrrr47H 6079"NO• NEST FM AN AR
r 15'TAN E CF 202.24 FEET T,O A KW; Th'EtKE SOJTH 8858°.54' NFSF FOR A ITSFAVE OF 68245 FEET ?V niE Pourer CF
BEGVAWa C1 T4LW 599,951 EMAiPE FEET MORE OR LESS ii4 R.E2 AGREE ACRE OR LESS.
THE 9E4%10 .#+GteN HEREON RECA TE 76' Nv A.5RIVE-0 6EARAVG (N4oRuf 88r 'r8' EAs J ALONG TSCF 5ONTN LANE # THE
.NCRTHFAST ONE-Q11AiRTFJP J 4) OF SECTION 32 TOXA'.SHIP 53 Siff, RANCE 4? EAST Ad4-.114DE COUNT?. fLOROA.
2 T}1TS SKETOOdS 2 ]T v10_0 PICWOT THE SCYiATJ Ark Tf:E AR1Y,W'AL RAiSED SEAL OF THE A T7ESTAr FLORSDA UCENSED
SLd?7fkO£ ANNa ilAPPER.
ti i,I Aa ✓NC1r1G AYT° T.Y4kF 11915' A+17J470J 8x MA( SWAN .TOTALS,, P.S.N 4225
S H'I EB E SH ISKI N + ASSC I A 4J
LAND SURVEYORS • ENGINEERS • LAND RLAO 111
3244 CORPOPA1E NAY. MAW. FLORIDA 17.175 FADE(445) 652-741.4 44C410,ROl;454;1 475-44 YA7i[795j 55`L
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THIS IS NOT A 'LAND SURVEY.'
SHEET a OF + SHE-1(S}
%I7Ee1SEO: TEBRuaRr 1I, 2022
ORDER NO.: 21 42 -13
DATE 10fI2f2021
F-&: H-p-
a
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FLWI1f0A P41116SURJri;'140. 4773
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MIADOCS 23952787 4
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
PEDESTRIAN ACCESS EASEMENT
SCALE 1-500`
i1.176T4 'AT 2854e-
M48'49.4
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$2112.1'?2"E 352.Eq..
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ACCESS EA.,CEMENT 4_750
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SHEET_L. OF 2 SI-EET(S) F 1E1 ,5
MUM: FEBRUARY 111., 21.[22
M.RK *214.451-114gAtarR:ep PAL
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MIADOCS 23952787 4
SPOT.' TO ACCOMPANY LEGAL DESCRIPTION
_[1[ i�s.klAoC-_.rat:Ascr.a1:'T
LEC4L OES A1W.'
A POYRRCIN Of ON-Si4E9L1J6i�lED LASS LIWO 1147r#I TiaE NORMAST ON-ODARTER IV4) OF SECRION 32r +T uthS7r 53.SC404
PDX4T EAST AT8? SECPC,PF 29, War 53 SOUT a�J4 4i EAS'T 1 4 MAIM FNMA, SA10 LAMPS iorRE
PARiJCL8,4RiY ff5CAEREO AS MLC06E
CONiati AT PE SGLPRIEST COR O? OF TILE NOR EAST ONE-ONAWER WO OF SA10 5 '? Y 32,NE0,,CE .R'uW 4 LONO NE
SGL+ d 1NdE Cf 7Flf NYb7T+osr ONE-OGARTER (/4) Of SUD SECTION 32, BORN- 0A"19' EAST FORA OIST.WCE iV E4Q34
TO A PONT THENCE RA O'53'17' WEST APR A A5 i 7E .OF 45 O r FEET TO .4 Or A LINE 45 00 FEAT alO OR n- A++J lARAflf2 1147Ti, AS MUA51REE?.traG447ANGLES FR ME SAO SOLON ME OF ME MCRRJE4ST -WATER (/) OF
-.c, a1N 32,° Pea RA ALCO1h1G TYE Dim -ay L'RVE0 ACCESS RTC JT-OF-114r.' LWE Of N.It 420 At£NLEE (aEJEL+i•E RC44OJ NE
FCG0146r6 PIE (5) COURSES, (T) PIERCE RIN NORA' 00'5J77' WEST R2R A CPSTANcE OF 59,96 FEET Tp A paw, (2) PUCE
RLW "am 4030 49' WEST FOR A a85TA4NICi OF 362.5J FEET TJ A PONT ON Rif f EYJ' tEiCREE1 LIRCtQ4R COME 03,5014E Tti
THE NO A? (3J TTfT+CEE RiA+a NORTf=f11 TEiTar' .40NC NE ARC G S44U C&R4E TO 7} NAYNAYEW A RAM OF 4700
FEET, A CENTRAL AXLE OF 4J'TO2' A CROW LETkA7 C= X=0.52 ffEFALC A CHOW BF4ffAMG OF NORTH 2472032' WEST,
Ff�ORf--�A DI57WE OF 3378? FEET TO A PONT OF TA4Nti;=• (4) TfaER E RON .10197E 0J.25 6 WEST FOR TltS'TATE OF62Jdr
FEE TR A POW; F) T,F+IE'.0E NOM 91.5R77'. A &VANCE OF T9JFEET TO A PONT ON A LINE 5006 FEET
FIST OF M' P Ai2 & H Tt1, AS .IEE49 69 AT 45',-- _5 TO, TIE WEST aa0E Of PIE NOR7ahE4 T ONE-0a4R1ER J/4' OF 5+A9
SECTION 32; T#Ehti,.1E P.W ALONC A 116E 5O 3 -- - .' AND PA4ALtR IITTH AS"igeaREZ2AT RTCHTA+AMC 0 TO, F E WEST
LAME AF TJ€ NoRTHfAST off- (a/4) C'r - _ 71 yr 12, N 7N 003415' 14EST FOR A ASiA+R:E OF 992.2e FEET TO A
POW; TF E R+i91' WIRTH 88'44 °4 r EAsr OF 25162 FEET TO A PA K' 0: E RUN Tai'AR7N A4 u" +4 "9' i4sT FOUR
A osTAKE OF 205.45 FEET TO A RIOT Oir Ti,E ':,' : :rrk OF S$'C' SFG'T iW -32; ROYCE RIOT' AfOiOG' TJ:E NO LThE .9$1
i.5 7VLW J2, . RM' 5724'21' EAST FOR A CESTAN4C>= 4T f,569.OJ FEET THENCE 972!01 OJU!'T2' EAST FORA A C8STAN10E OF 245-22
FEET TO A POW. THEVE NOVRP-1 86'58J? EAST FUR A L1uSTAFCE Of 475558 FEET TA PE PONT OF BECNONC Of PE
faLGVl8G idE3G'iiE O PARi 1 Of LAM,TifFNCE MOWN O1523J' NOT FOR A VI5TANCE OF 552.0 FEET TO A PEAT 7W THE
WOOD' LOFC OF PAT Ca7RR.N ?Cal FOOT S?RhP PER 'FiCiAL FECOMS' DOCK 3T PAGE 361, f i' RECORDS OF _
IAW-DACE GIGCARTI; + 0R4 PENCE RUN NORTH ALIAHG 1J F SMTFEIZ T 1 ME OF .34,0 +O.{�J FOR?' SR ° irrARTFr +35'140J SST
FORA DISTANCE OF 34.8J FEET Fr7 A PEW? TF, NJ TIE fitLI MCMi6 (SCPoREO TFdRFE COURSES AiON6 111E NES`TE%y
iRafi— 044 Y UNE rF MO, 37P1 A'6>=I`teE sam—' 0224'.33' WET FOP A 01STAF110E OF 9.04 FEET TO A POST OF OiIRYAIRE ':=
=Map:MR IMRI4= Cain LE TO ME EAST; THENCE ROO SC>LrTh1ERLY ALCSC SAD WOE TC T?4E LETT,, MANG A RAMS CF J4s.i. .:
FEET A CENRAL MOLE OF 471JO', FAR AN ARC` m7AW E OF TO9.60 FEET TO A .PONT Tile S=CUTR Gr52'S,. EAST .:r A
[.U.57A CE OF 23434 TO A PC4MT; PENCE WO'TJr 815'58'54" HEST FOR A OrSTA• OF 30.07 FEET TO TFrE POINT OF ,fir: •.:;
OCeiTAANEPFC TQ T59 50rr.A f FEET AtOftE OR LESS CR A24T ACRES .416Rf CA? LIM
NOTE;
Y. THE' REARdr!£S SHOW HEREON RELATE TO AN ASSUMED aE=ARNh1G' (NOIPTa4 5211208' £ASYJ ALONG rNE SIXTH UNE & ,,3L
NAP01EAST ANEE-CJAPU fT 4jj OF SECT1ON 32. TEf6i5B?P 53 SCAM, RANGE 4f EAST, Jf(IMIT-DAB Now Fr, fLOT.N.
JFS'S much! IS NOT V1 1f!HUJT TFif S7•24A.TURE ANU' ?LT CiaGNr4L R.45EJ7 SEA CF THE AT7€STCMG FL06RCIA Jt V5
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P P ri 6YI "44Y SU1E!'A56 W:
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MIADOCS 23952787 4
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
PEDESTRIAN ACCESS EASEMENT 1
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ACCESS
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45,51'
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t. The bechhjs snare terrearr relate fa an ass„mcd bitarOig (61crtft Sa70 8- East) aAa'1g rAe Sara Afire
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ficaased srxmar cod mapper.
542'3 tT97 28'
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THIS 15 rqr A •LrHP SLIR EY.•
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pfmrfueEU NOW
too t.SF $
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H4. 4775
MIADOCS 23952787 4
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
PEDES ; 4I:'.`d ,� _SS EASCr4: _'d 1
=.;1. LEE.SZWPRON
A KRAfei GF uN-56E0ruo0E0 LANDS t o.oNG 14170135r TYf SOuThEAST ONE -WAVE)? (1/4) OF SEC' PO 2 . TCawSh1E1" 53 Sifoo F,
RNCE 41 EAST IF'4>1VT-DADIE MAP': FLORr104, SATO LAWS S BOX WORE FARPC LAPLY LIESMED AS FOLLOI4EC'
Calm WE AT THE 9))1{IDLEST COMER OF THE +. ° ..A57 CbO-0kMRTER (!/) Of SECTRYto 32, TOwtO71° 53 layTg RAhY^f 4r
EAST; PENCE Riau ALMICTFE SW7?-i LAE :%TTl 54'f ONE-0A FTF1? (T,A9 CEF 54V SFCTT Y 3Z Fo+14117' eaoa'I.8* EAST
FOR A DISTANCE CIF 549.34 FEET T@ A XE W.T = ?iLW NORTH 00'53.17' NET FYiR A V6TA' E OF 410! FEET TO A pow
On A LAEF 45.00 FEET NORTTT OF NV PAT4LLEt = AS' hEEA.9J1 D AT F7C•NT MOLES TO, Tiff SAO SOUPY LYE OF THE
NW-11W 0ti1E 01ORT15R (T/,1 Cc ,SEGRON 3i,` ' _' :;E F 4 ALONG ?RE EASTERLY MATED ACCESS FiirNT-OF-PY UWE OF AiW:
42P,EI A1478.E (LF EL411E 140A9) RE mimic FA (5,1 COURSE; (T) THENCE REM' NORM 1%T53'T7' ii:Er RR A DISTANCE Dr
59.96 1-t o TO A PORT; (2) TT*h'CE F?[P4 +00RTFT 4.658'49• ME9T FOP A DISTANCE OF 562.53 FEET TO A PONT dk1 ThE + Frr
0E9:NW agatOR 41T1E CONCAVE TO TFrf ,W25hEE&5T,- (3l THENCE RON NO,F174657EMY ALONG TT ARC OF 5•441 CUM TO
Tiff= Ri{f, YAM A R3ADOS OF 47110 FEET A CEEN7?EAI A7.YJF OF 4r"T032; A Ckiaz° IBYGT F j.vr 9 FEET ALCM A ChISRR
EE4RAW OF NORTH 24'00:32' I1EST, FOR A Lb5'TA, CE OF 3.31.81 FEET TO A PORT +7F T,aNL J `r (4.) THENCE RVN TFP
11725Z6- IIE<;T FOR A WW1- OF WO FEET TO A PONT: (5} TTIENCE Rids NCem 675500• .NEST FOP A Tiifh 'E Ga= r93 561
FEET Tt} A .NWT W A LW( SO.00 FEET EAST OF Nit PATd4LLEt *PTA AS u5ASti?ED AT INOBT AvolES TO, THE FI ST IRE CF ThE
V4STi ONE-LlulA (T/'J OF SAD SECTOON 32.THENCE ROd A LOP6S A LOSE 50.019 F,&T ,FIST' OF AM F'AM1Lf1 Ih7? AS
IIL4=ASOM AT RTGT4TaY4i ES TCa THE WEST INEE OF PE NCHNT.45 OAT -QUARTER 0/4) or 544 SELTTC4a' .E2 NORTH 0135433'
NEST FOR A LTSTAn E Of 9 2T FEET Ti? A POW: TFfEVE RLAY , 1?Tr! 8849'4T' EAST FOR A 7TSTAWCE Or 25122 FEET TO A
Pr RIE 1TC'E RR 45ORTH 7O 4 E+IST FOR .4 T'3TAM E OF 265.48 FEET TO A PORT ON T-E NO PR,o Ls1EE OF 94Y? . ECRON
57; /7-ENCE CIAIRSOJE RAW 70704 22" £4$T FOR A L 5T0XE 9F T.W.747 J-ttl 70 A PC 'T: TF ALM A ONE 4200
FEU NORTH 3F A6D R4RALLEL MP7rf AS AFaSiA6E0 AT RTOTIT AMRES TOG 5AD .160o LWE t ThE N, RT?aEASir +21%1E-0ti4R?EER
(V) OF MD MTN ,32..F RTH 072E T' EAST FOR .A OkSSG(M E OF OMIT FEET TV THE KW OF 8JE Y10 OF TTE
OaCroxiwG` Gt OY &O pAR01Et OF LAW PEKE NORTH 07'J5'19-1125T F eYP A D,STA.NCE Gf 54.9 T FEET TV A PONT ON THE
59J lit r LihE O TE COTO' 10.00 FOOT STRIP PER OFFUAL REC10R05 3. T, PAOE 36!• PTUEUC 1TECOM OF
COUNTY. ROW, TFIEWE RUN A! O'iV 'PE S0104ERLY Ltd OF 5441 TOOK FOOT STROP NORTH 85'44 O$'• E4 T FOP A
CJSTAYCE OF 130.O5 fF£T TPA MOOT, THENCE SOUTH OM' EAST FOR A CffiT NC;E OF 50.28 FEET T!3 A POW; TTfEf1£L .RLW
ALONG 4 DIVE 4.,1 00 FEET ?MTH OF AM j 4LL& ITT, 45 iFEJ.1h9E0 AT R1Yn4T Ah/6).E5' TiiG S4O FIOR?FT LAVE OF
NC ME.1 ONE-014RlER 0/4) OF 541D SECT W 32. Sal' 8T.Fe.V . WEST FOR A OdSTANCE OF T5 '.i1f+ FEET TO THE RAT OF
ErECANN61 CONTAINW EC.564 Srk/ARE FEET, UORE OR LESS OR Of ACRES NORELE7 LESS.
NOTE
L Thr €TEARWbS SNOW HEREON REAM PJ AN ASSJ1iE17 REAMC (NOUN egOZ 18• EAST) ALONG THE SC41iT1 thE OF Tr-
NCIPTT1I4AST CINE- &ARTER (T/4) 1 CTeOlo 32, T0l 519P 53 SOUT+. RANT. 41 EAST 4F445-JADE C oNT>; amok.
2 Ti-65 5KET ! IS NOT KW 4 Y14 9 T T1:1E 5I WA RAVE MO T r 01Pk N4L RA1, 17 2-Ai 12c T:14E ATTESTN0 FLAN LT O
Iftt r1 AND AWPER
TI 1E A DRAY' pY T3A5 mosey- INS .471 POINTED 8>' N'PoL' STErvw' 477.5
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SCHWEBKE SH f SKI N
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3240 awl rulr', 41PAUR. FLORfk 13�e•.5 E{3051 452-7UM1
m15. 15 NOT A 'LAND 5URrEY.•
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ORDER a: 214269-k
+ ASSOCIATES
• LAND 4,1E4,Ptp�E
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MIADOCS 23952787 4
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
INGRESS - :GRESS AN ILITh CASaiENT
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NO7 3.563611,
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of Mr arThrosi the-rebartar _srd.1.1 32, Torwriap 5.3 Sauer, Maega ir East iebeni-Dcale
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knisstr egewpr and ram
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L. - Ctrord Destaftee
1:°. 52_-JL TH(S' 5901116gr PtICS ilaiONYMI 14414K SiTAN'
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LAND SURVEYORS .. ENGINEERS . LAND PLA41414177117sNiko
3244 CORfORAIE ILAY; ARMOR. FLORLIk 15',W5 DADEO(10 %1-71310 EIRNINKI054,1 43,5-7A/Fkg4W5) 55-ZRA:::.:x
-_-. iFfl. :P..1194NED 69Cif-tirr Sr”IDN:
ORDER NO: 214°269 E
''l l •- - •- 2 "
2,11 ,
.41gqPitle_ r._PP9PAI-
FLCRIDA Fiticf.A.4.muy 1:41, 4775
TINS IS NOT A %AND SURVEY.-
HEET Cf 2 SHEETO)
L. 2:1Z2
DATE 10/11/2021
FJ3: NA.
=
MIADOCS 23952787 4
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
INGRESS - EGRESS AND UTILITY EASEMENT
LEGAL D %,7?.
RA EAST,T0,4 F P i, S. L4 5 G' may P 4A�LV(E AS FOLLOW5 U1?C
C1AMEN1ICE Ar THE SOW/NEST COMER OF T}flENORTHEAST ONE-O ARTER (f/V) OF SAO 5E004 J PENCE RA' ALONG TEE
SOWN OE OF ri4E 144749 mEASr ONE- WAR TER 0/4) OF SAID 5EC]? Mru?Pr 103VI. Td'EASTFCR A T7ISTAN E OF 54,R31 FEET
TO A PANT; MINCE.46w NOON ta0 T7°31ESTFA4 A DIS T4PdCE OF 45.t#r FEET TO A PO4NT too A LyiE 4500 FEET NORM OF
AN1 PARALLEL WITIt AS MEASURED AT RAW AWES' TO TFE SAID SLYITFr LSSEE OF WE NORTTdEiSST t-OGGNTIER (Pp4% C
SECTION 32, ThEIVCf RUN ALONG TrffE EASTETdf V LIVED ACCESS IWG1T-OF-IF+4Y LINE E OE N.IE 12110 A IE712TE (LE.ELwf RCd49) THE
FOLLOWTO FITE (5) C AiR (T) ?IfEN E RON NORM? 605J`7P' WES7 FOR A Dk6TAJNCE OF 51196 FEET TO A 1°C0F, (2) THENCE
RW1r r?rf 495 4V WEST FOR VAISTANCE OF 562.53 FEET TV A F9NT qN PE NEYTDESCRd' V ORMAR GLRIf ochr4i€ R
T? rwfiRMAST; 0) met- R w N1L i7TfNESE r 01.?' WE ARO GIF Slap CLRIE 70 ME At,fT, rfA MO A WM' Cf 4hiA9
FEET. A CENTRAL .AN9..E OF 4T7052 ; .A (NORD LE GTY GF 335.? FFfr 4LOAC .A GwORLI REARIVC C NORM 2417fJ2' KEPI FIN
A ASTAN GF JJT_8P FEET TO A POW OF r4!. uCn (4) T tENCE RON NORTH 0_77 i76' MES7 FOR A D15FA547E OF 623.0 FEET
TO A PANT (5) NEVE Rrrr AfORFE 0158Z10` WEST FA7 A DISTANCE CF 3E68 FEET TO A PANT ON A LAE 5000 FEE EAST
01F 4 FARAtLII WIN AS WARRED AT RtarrANuES T4 WE WEST LME CF T NORTTIEAST OW -WAR TER 01410F SAID
MOON 3Z NEWS RAI AWN A aid 50.LA0 FELT EAST CF AND PARALLEL IIITTi. 45 mEA u ED A T ROW' AN&ES Tez 7NE wfS7
LIME OF IRE I1 RTI,EAST P WARIER (V. GF SAiD SECTION JZ 7?.? UR54IT. NEST FOR 4 G4ST, CE OF 8 2,2! FEU TO A
Pon; E Row Ham engrAir EAST FOR A E 5TAJNCE d1F 25E8.7 FEET TO A PANT,- ?MITE AVM h'CR3if 701:1. 3' EAST FOR
A DISTANCE Or 26546 FEET TO A PONT OR TE NORTH tx,TE CF _iAO SECTION JZ NEYCE RAY 4L ONG TTE MATH LAZE OF SAD
.gE 7k 4 32, WTTT 57242r EAST FOR A DY TANGE CC 1.509.03 FET TO NE P Wff GF ,6IECOANG CF NE FCLOVIIYl r iSCREIEO
PARCEL OF LANDTkEN'C€ C NToovE ALONG' NE NOR79.1 LIVE OF SAID crepir 32, Fi,9 M' 9724n EAST FC? A OiSTA+ICE OF
59,T2 FEU r0 A PGW7 TT a RG7T SOUK DY7?'A6' EAST FOP .A DISTANCE OF 744,71 TEE' TO A Pi7+PEi T,HEpgI E RWT S+AL11.11
Bg SR54' ClESTF . A DISTANCE of 5E97 fTE" R? A PCAVT,, THENCE RR NEIEDO O511377" KESTFtR A LlMANCE OF 24122
FEET TO THE ftiver OF DIECNkNa4+G< CLVTANNO r4,4% SO&ARE FEET 1FcRE ON? LES,$ OR Q 3J2 ACRES WINE CR LESS.
MOD
i. P45 REARh 5 .5401149 ,ViE$'�W RECITE TT) AN A.S5(41C0 9EAARNIC &INN 5FLI5 $'" EAST) AU/AV V 7jT.,i :A+E OF ME
RORNEAST ONE-QoARTEA, ( ) OF SECA% J. TO 5J SOON, BRAN E 6t EAST, wA16'-DATE W); FLORIDA.
2. r+fi'S STs`ETICfr }S NQT KIP I&e 1F a .59i4T?WE AND ME ORYIWN WO SEAL OF ME ATTEST i fOREIRA LILEN5E0
SuRLEV? A5119 iNIPPER.
}t 3 4L fAV = OrZINI Ni IY9S',40THE M1i, AY *UAW ST6164 . riLV P.R.V. 4775
SCHWEBKE SH I K I N + ASSOCIATES' •1_19-$7)
IMA LAND SURVEYORS ENGINEERS • LAND RL1:^,
3244 CORP01ATE rrr, JRNUa, FLORA 330F5 CwDE0[15) i52-7419 I1A {a5-+) 4.35-,yj1 `AX1.3 .)
ORCER NO.: 214262 PFIlt141 p ,' II E.;:I:I spa
fFIS IS NOT A 'LAwd SLIMY.'
r1+�TE: 1 O- I 1-20'21
SI-EEF 2 OF 2 SHEET{5) FA: w�
WENSEO: FEBRUIkY 111, 2022
MIADOCS 23952787 4
CI: TO A0VPANY LEGAL DESCRIPTION
INGRESS - EGRESS ANC , 11 _I CASEMENT
N8724Yr`Lf t495.
SUALE
Ni17YHf•29 fS(2.9'
PONT OF M1+AYG-
-1
}i
I 285 48'
79 I� i 49'1'f 125f.82'
II
10
y I}14075,058
5
1 Tf9.AG9'
41
x4 f E
1.
Seel+a? 32-53-L
SDb?R link Sf f
Seeriao 2g- 3-
SN%'L'2I"r'' T03.25'
S-EGRESS &
f TxrTr E4 gI RT
I.1
1'•- I '.
yy
4 __ 1 -J1' - 1. j II S
1 - -II _ Le.+✓ igie Carder, I I ' •
1.'_1_[ I ' FstvT,-'s scok ? 0 j I i;
:
r~ -t-J7T-8 d-7f 70'.T 1 .I -t 1 N-4 ,ga' COD.-I1PS:P' -. rl 1 --
�r-..� 7fl Sy. 111 i i .--j'�j
G 1 1-.. 1 1 1r 1
p
•l -1 I _ J 1 II -. r� - 11 11
.ACC ZI ."�- I I _. - L.
I __
PONT% _. L. I L_..t ...-� Imo. '.
I-IIT 4Y • 1 . n�3'U'4,• 1 .;I : I
�+£ 1 11 Itil- 1 58�A$ i 1 J I I 1 J -
r
�P '\+E EA' LEI- - - _ .m 1i��.ri'i
Ari �'�F Y� r
:-.-t lAri8T 09.34'
ii
5 { .hi�f R ' f:f� N l ..11� Seeticlt 5 1
C6�hr n ,T«•'
some Lec
A.g J3, PP Jsa
Able:
t The be rings ahwm raereaa Mote to aft assr,mq aaarifig fNgrR 88'608" East) adaat rh.d. Sclrfi9 Mre
p6 fllc Ncar-ftcpat O C-C+uoa-t - 0/4) ,af 5csri.n roirs4 53 .Swills Narr 4P El:sf, bkairi-Cade
2.. TM *Met ra nof fend Ohout ff symofure and Me Ari9go1 raied no' of the affestfrig Ffvnias
i armed memo, .and anLy,eer.
M StaL as w taw+ r?PS XIC-E RIf1W 1wS ,a ai YA9rd£fi 8Y w,Sk' < <',Ve 4,
R-R s
A - Oefa Angie
L - Arc 2e,10:d
atuR - Chi a S Yy
S HWEE E 5 H I S K I N + ASSOCIATES :-.=-;
LAND SURVEYORS = ENGINEERS• LAND PLfUFE�V�r
324 a clzc1E lur, yam, UREA a z F:�TIE;Jil5j -70I0 �DIRIK054)" r e st ) 552 ,_
k` Y sLV gL1:-:JW:
. a
TA rrirr :.
THIS IS NOT .d 'L41lD SURVEY.'
%PEl M FERfiugfrf 7E., 2022
SHEET 1 CF 2 SHEENS)
CiiDER NO.: 214269-C
DATE 10/11./1021
Fa: NA
j
r:'iJCflx:`'.`1
FL•::•II:a-:'.:F. L,:\ S...!WEYOR VD. a;"S
MIADOCS 23952787 4
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
INGRESS- EGRESS AND UTILITY EASEMENT
LEGAL DES1O WITf,+y;
00FIVPw OF Mr- Si DUI40LAND L +WM NE SiXTREASr WARM? (+, 4) OF SEC? W 29, MIINSHR 53 SOWN
-' ::E if EAST, APu4+ T 1 NE NO.FINEA,Sr OAT--01 (V4) OF 5EcTrom 32. meow 53 soormo. RAND atEA5r,
:f- E OOLiNTY, fitR2JA" iAO LADS BEM' MORE PARROLu ar EEC+] AS lcOLIOIFl
:d,;iNCE AT ME SOLMiliEST COWER OF ME' NRRThEAST ONE-OL&RRJLFR (+/)) Gf S1CPLW 12r TEIIMPSW 53 SOWN, ROME 41
sT TaScOf RUN ALAYG ME: SOUTH LA51E rY RE NaRR- EAST f 4TER (7 f') of SAO SECT h" s&-as'Ta• EAST
FOR A DISTANCE OF 54934 FEET TO A PAW, Ro E RUN O7Y53'+71' HEST FOR A A'STA VE OF 450T )-Er TO A PONT ON
A INI E 43.00 FEET NCBPT}+ OF AAID PAR4f/Ea 148Tht AS AEELRJI fD AT ROW ANGLES To.. ThE SAID Sarni LhiE OF THE 1rn.RTFlE45T
L OOLORTER 0/4) OF SECTION 32, TY E . ALONG ThE EASTERLY LIMIED ACCESS NWT -OF -kW LOVE OF N W 42NO *EWE
PE FOLLCROC F4f (5) ro 1TrE1r.E ROYI AWN C753'! l- RE5r FOP A LYSPIJVeE CIF 59.9)5 To A
P24477 (2) THENCE ROY NORTH 4S 5 43' MESr FRP A L45TAt CE Gf 5E2.5J FEET TC} A FONT Off F2E NEU =RICO CAPCLd AA
CoRrf COVCAIE TI] THE Nfd?T1 4r"Ti,° (J) MIKE E T?Efi7 MURT,I+ESTE+ r ALONaC rff MC OF SAO CAM TO T`toE Rarr, PolOW A
R40J$ OF &RI O FEET A Gt4417411 ANOtE OF 4T"!0'52; A C692R0 LEAVY OF 335 59 FEET ALONG A C+7 OF ivORTFJ
24'0032' KM: FOR A EdS:CAYCE OF JJ7.5F FEET TO A PONT OF THY, (4) PIERCE ROM ROM' O5'25 be WEST FOR A
05TANCE OF 623.81 FEET TO A POINT (5) NEKE ROO NORM+ OT58'00' HEST FOR A DISTANCE OF f51368 T'tt+ rt7.A FONT G+'r A
t++ 5OOt7 FELT EAST OF A+tV R4@4LJET . AS kEARRER 4rKM- AWES' Tr, r€dE I1ESr L ' QF ThE ficumosr
Ofd-OWTER (T f 4) eir 5443 MORON 3t' Tt,EhtE RuN ALU51i3' A LINE :5& 0 FEET €47T OF ANO R,A+E4fLEL wITIL AS hEASLRED A7
MIT Ma Es M. Rhf HEST LAE CT TTiE ST G±YE A'7t7 e i) OF 9.'0 SECRON 3z mGPTk DO'54'35' REST RW A
sdTA cE OF 9,9221 .FEET Tp A FONT WOE Kw N(T*11 0'41' EAST FOR A DISTANCE OF 251,82 FEET TO A P N7 MEM
Roy NAM 1t 4 i''5'' Da FOR A DISTANCE CF MS 46 FEET TO A POW ON THE .h1d4T3f LINE Of Saa' MOT • 32 A4C+ r+dE NM -
OF 8E *h4W O OF Trt FOLLOOWNG EESC.°RSETJ PARCEL OF LAND, ThRE Clgdfd'A.1E kl RT±+ 7ov '8' EAST FOR A Ea'TA71+GE OF .1,34.28
Fur TO A PORiP MENCE RfA4' ALONG 4 L461E 40101? FEET AGM OF AND PA44LLEI IIMH, AS WARRED AT R+GMr muff Tip SAA7
NORM a 1 OF THE M Tr -EAST -0)(/4a OF s40 SECTh'! NORTH 87-24 a' Dist FOR A YSTA+rr.E Of +485.10
FesT JO A POW ,SOUTY 02735:3 ' EAST FOR 4 0: S'FIh10E OF COO FEET TWICE RbN ALO 5 RE NORTH IRE OF THE
,TEE4sr OP E-C+ lER (1/4) OF SA) S=4 12, SCUM P, 2f!' *ET FOR 4 OL7AUCE OF }s7A2A FEET ry ME PGx r OF
=.,--n15f'r0; COWMa5ti4NC 67"8b'8 MARE PET MCAT OR LESS CAR t.423 ACRES +ff]YRf AP LESS
MITE.
T. RE BEAMS WOW hENECP) RELATE TO AM AS )4ED &E4'W NORM 88P81.6' EAST) ALONG SY J7TI LONE fE THE
AVTTREAS+ OI f-QUAVER (V') OF SECTION 32• TOO ;kn° 53 50404 RANGE 41 EA5 ; -OADf COOTrROW
2 r 1+5' STITt d' 75 ROT IG4u0 iwRiCvT INC VG1k'A T 8E ANO ThE E R A"AL RASED SEAL OF TINE ATTES ANO FLOtitA L+CfJ45ti]
SURIff1W ANJ MAFFER:
THE SES'. APP€dWW .:w rfY CA7ClakOr 16.15 AiIi7OR 8Y w�A f .fiCHNSCW.FSM. 4r'773
SCHWEBKE S H I SKI N + ASSOCIATES':
,B-$F}
��+► LAND SURVEYORS • ENGINEERS • LAND PLApa E'-'..
44 COPOR4TE "AY. bI1/A1M . FLOHM 731125 DADE-040 d -7010 BRDN -054) 4331 N'Ax r.?: -'p_
WEER NO , 214299 P E. EF ! 7s0Es.•.I;1CR.
THE IS NCT A "Ll4r3 SURVEY.' z
DATE: t [VI 3/x4a i � f
SHEET - OF 1 5HEET(5} F.@µ.; HA` Rk:. . y .41.1144406{PF6NLP L.
E.I E . FLORIDA PK 464Np_TTUFT9F R N0. 4775
e u'
MIADOCS 23952787 4
EXHIBIT "B"
DEVELOPMENT PARCEL
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
POINT OF-7 nc772421g
BEGWWNW{a67.6s"
rare; }9-E 285.46'
x9'e94Jfi2—
—
2,s1.
Pcwr OF
err
nra•the st 1/4,
Sacf.+oir 32-53-41
Note.'
L-2415L135` 0-52'i4'26"
A—rdPOY7' ,arL._iy7. '
crta= 1r42'r4•
,tii+720 b t 16125'
1
2-� r -T--- 1----+---1 I 2 �1 27 1 r2 I,
2 - I F 1-a _ I a _+_.?r_ 1 Lv- ---1 I L-Y I
i,1yl 41 is 1„I 4-L L--1 I_4 1 15_ a t#_ 1•
I
- � -�= - � � rd 1 -8a I H =_ - L 97� 1 IF
d 1 2J � �I q 5 II
I L_ __ -a I l _ _9d_ F__ 22 1±1- I
-y I J I
25 {13 -�I IL 7 _ _9_S_ I I- 9_ _{ }_95_ F-.-- e---i 1 ] 1
�dSh6t' +2y'r4 e l _2+_ _II Wor.ure Gordo+ I i
a1_tfiLi 7'" 1� ,,1G4'zv T_22_A Estore-s S:"Elkt 4 )1
d_ 1 L 1r_+ a_a ` Rot 5mi., $6,
an I it-
-rp_i i r~ar 1 Page 23 Ali
I1 '•-
�
.ti'ortr. ti1r,, NE J 4,
.Sr
N8724 r S 35!.47
FONT OF-
5.V37i SEGINMN r'
111797'
r s-p1'oale 244.. -
sea-mae'9a stew' r
A...1 56x 242.22"-
I
Vor1tle6Sf Corner,
Settisrl 32-5 -^
Am I70 swag ----_ -- T I
rf -1 TPA 4! .A3.� v
S " I I 7 I L I
call +- _
-..t'7•r�.._ i_�a—I 1d—+ d J I la i—rb� j �
�v I
1.69952,9119 !POP.
2
,%TJ17513'J? w 45.01'
Y. ?Tee bearings s%aawn hereon relate to tvr oss; rrec tsecrIng(North 8 ing-," '" East) Wong the S ,r rr7f
Ire N2.- cmr Orirr- i+,art:r 0/4) of Src1t*+ 32. 7awn.04v .$o", 1 j 47 Exr.t. Id,aT+!-!lade
County, ,%Ida
Th ° $ket 1 k F r . ' 'Ohm' n.t. arm' trrg f^rr9. 1cir 07.441 , Rt ?fib° r+rrg, tm: 1•ll7r`.u7¢
Y.ISAd surwErr ad mapper.
'4E Sf41:.11I'PE Ne _ '7 .7-9.0 r xrd5 A1A-Kal'E7 ,4r UA6K g pfer .?A'r,' gc o.
South Lilac..N.E. v4,
Seer. 32[
-53-4Y
R - ,'. 10: .
- Delta. Ang.•
L-Aryt$''
C. B. - C11c d ,7 ar.r yi
Co•O. - GOMY OWOr1c:C
4273
SS
A
THIS IS NOT A 'LAND SuR[uEY."
SHEET OF _ SHEET($j F.B.:
SGHWEBKE SH !SKIN
LAND St ••• . E e5 • E I` SEERS
o- .,.4 1010.1E Ynr, FL • I :a. 5 425 - -E �1 j 52-701U
PritrP
214269 -
iiRGER ND.e ��j
DSTE'
MARK
1W1 V2021
NA
FLORIDA PRO .41e 4
+ ASS CMGLAW-SE ,i ,-s7
RED N r 51'9 E11.
fin.:
U
611_N:
u1
CIPPL
NO 4775
r {hwa GIXF ClYW51E .9=4 LECAL I,752iY 7UtIVIA1faffirr'r OLT 2.22rIgtpac d?21,17,7 tL474415 2t122R ISUPG
MIADOCS 239527874
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
= PL'!<9770N OP ON -St 90.1, ee5 LANDS- CMG Hd?,4w1 7? , =_= - _-; ;ar??F}a (f/4) OF SEC71C8.1 32, T IINSMP 53 SOOT--
- 4 r EAST, SA+O LAWS 8fAV(' MORE PAR7.101A±Rt r DLL': _ - . 1 .
',?.44E,' EAT THE BOUT: WEST CORNER [7F friE' NORTtiA5 r WE -WARM? (P/d) .0)`' S&h7 5EC P- ' 52 THENCE RAN' A.
-'LAE NE Alai -7. ,F+EAL T 0.+vE-Ckb4F?ER 0/4) OF Sire ` SECTIN 32, !vY]1 m 88'08.18' EAST FOR ,4 DdiWi z OF 64 r..:•
3 A POrn:' 7-OE E .4(R4 ,"JC]'Tn' (Yr 59 J7' WE5T FOR A L TN. E LZF 45.0r FEET TO A POW GV A LVE�,��4,ry5.012 FEET
- rri0 PA7A:LE PIm : ds uEASTAFIEg AT RI Err ANGLE TO, TrrE SAO SICUT4 l,14E 3r' THE .NORTI-EA T LX+aE-OL! WER /4) .
ECTON 32, TREK E RUN ALONG THE EAS?ER Ie i '7E0 ,lass .+h1GIi'T'-OF-,NW.Y i:t'hE or m.o.. 42hO AkEl4L',E' (LEELOVE RO.AO
-•l1LLO 0 Fill (5) C S (') TifEfi .'rV '10.27N ar5.3'!7" IYFST FO? .4 O'STA,W"E QF 5.9.96' FEET M A .0.:"Ah'T; (+') =
P! ?.i'7RTY 48'5E 4`9" WEST FOR A D5rAWE 562:53 FEET TU A POINT OR ?FIE NEXT C,R O CIRCIAAR C,i :'. - _ -
_ ':';4 °T�t•4 T, (3) NEIka PON d.YCWTMI4$$7ERLY +4f 0"&.+ THE ARC OF So) (ihRP +7 ThIE RiVHF..i4k??'AG A. F4LOfliS OF
-- A CENT -Pk AA'OLE OF 4T'[0:52" A C,'' LEIICTPF OF 10.59 FEET ALONG A CKL,M 8E41R81±6" 0f IVO.'r:zr 247..9:32" I5-
- A A1'STA1W'E OF ,3:'7,87 FEE; 70 A PaYrr GV• 1:404.E�45.11,. (4) THENCE AN ?.'M 0.7'25 w'6"xs WEST FOR A ;.1'STARC Cu.3.G=
- EL7 M A POINT (5;1 THENCE RIn'i MEN OP558)261. WEST FOR A i+76TA+iCE Of i9368 FEET V A fIC11VT ON A LINE 50.00 FEET
=AS! LT A?ill FARCE I6!T4; 45 MEA URE5 AT RICHFT ARCLE5 TO, 174E WEST LINE OF TEE rµiti' E45T NE -WAITER' 0/4) OF $4f'
u ?K71a' 32: MINCE RUN AL MG A iNE 5O.0.0 FEE'' EAST OF NO PARALLEL EL P,4'7 , AS 0,4EASCekED AT .r+.. 1'T A!'P`. ES ROP, r 'EST
L,1VE OF Fes"' +Yo. T'&15T GYVE-oC,WF','E' (r/'4) OF S4,47 SEMI iZ„ i'9 774 00'54:J5' PEST FOR A 73/TA,1'CE OF 992,2? _ -+, A
P k'.'f• Trr#3+a10E RUN !F.F,tiPTr7 8E-49'4 " LAST FOR A !35TAf.'CE OF 25 f.8 FEET TO A '%6W T EA E FLAX.' AORTN 4 29 _-
- 016701W"E OF 285.45 FEET TO A Paw CW ,T, ' LAVE OF 5410 . CTYJA/ 32; 37-entE HUG' AL.,=r'x, THE hi' +' OIL - -
::•_£Tip+t 32, NORTH ;4724.,2 7 .. EAST F R A 9l5TA+J( 3f f 7 7 47 FEE" HE PSCI',VT Cf RECAVA (t ME FO L QW1X+'{` i -
PARCEL OF LAM; THENCE CONTME AL'OAG Th ,410-? ANE OF SAC SECRON .32, rl'0 Th 37'24 2 P' EAST FOR A. DI'5TAa4:`= -
4 . ^, r R.-CT 7v A powWER€INAF TEi? nrOIPRi AS P NVT "A 7hLF'+ti;;E POI SO.i r+ 1 T>w 3.7" EAST FOR A 3.'.STA 4 E G ;:'. ----
-
- - 70,Aa- RO4' SOUR 72'a n0" REST F 7 A. O1STAfaa. OF 1164. 70 FEET TO A PONTM+1C£ ROI NORM 0721) ..
- A `S7.114r A` d673.5 FEET 70 A PONTOF Ca9TA TARE ,OF A agar) AR CP?,R4! C(!+1.A4f TO Tirr SOl". HEAST, THENCE
•,_ 'tA 5 ERL YAMC 7-E ARC OF SAD GRCCR4R CURIE PO THE 70 fT, !LAING A R.,90 5 ,C J90.80 FEET, ,A GRIP L
='$LU 624426 A OIORO LEROTH' OF L97.82 FEET AAA+ A C+40.90 S'EARei OF m `Trh 38'42-)4" EAST, FOR A' ARC ENS7ANCE
FEET TO A P`kTIT,' TfiEf4LE RUN MORN ?V 4 27" EAST FOR A DISTANCE . ' 492.97 FEET TO ?F.dE POINT O 8Es4+i"i++dC,'
v:rF rvT^:. 272,51,5 SQUARE FEETMC1RJE OR LESS 0'? 6,256 ACRES LORE LESS
cimeE+.+CE AT NE A4FCCIYEkrEmfl0'LE0 PORT A 5feirf RrN AGM.; 5 .4'?5 LINEOF . .SEfCRCIV .3F', 9Rf 6:7`24?r' _-
-
MR A EY5 1/8 E OF 458.69 FEET TOTE PONT of REG.W. 'G " OF 17/E FOL 0101.11C DESCRIBE-0 PARCEL OF LW; 717E+"
±70011. ON6 TF A.,69 f,' LAVE OF S4 ;Sir CT1 v .32, ?.'CAR? + 87-24 2'"EAsr wok. A ;x5TA,W'E OF ,35r,Q FEET TO A V.
:S SOUTH ,9f'52256- EAST FORA DISTANCE OF 242.22 FELT,' ?:+,'E1e1Cf SOUTH 86-"5B'54" PEST FOR A EYSTAN E OF 3d :t. _--
- - r'PM:: 73 EA E +5 3Y0? '0d ` wFST FOR A Ol'S7'AA 4 °E OF 244, 78 FEU TO F7LE PL7rT. r OF SEGMLOIC v. C6 AAW,a-
JA SOVA.8E FEET krOVRE Or' LESS OR f.95f ACRES YORE O* LESS
' TF+F BEAMCS .540*'/ HERECN RECA?E 70 A+1 ASS'�17E+0' REAR V T:, '.r8" EASr1 ALONG 5/E 5(J73i LAVE -
NCJi i FEAST C8 E-06,A7 R (1 f4) OF' SEC?d'3'! 32. TOFINEW 53 Sferi!, 8A!CE 4? EAR ,164M±-OAS .C': ,h'?Y, FtUd770
ThS SKETCH IS' NOT VAL Y4r1oir 7hE S'G"0A5)P 4r6) ,'j,E' 1'A4r,11W4.L R.A+5E73 SEAL ?!RE A+7 STSNt FLORIN LI62N =
SC3RIE-OR iPER.
_ .. _ _ ., = _ '9•`+d5CC00. P.S.Y. 4 773
SS
A G( HWEDk E S H I S K I N - G'SQCIA. .T J0 7]
L- E • E , I'.EE :. • L ~JI-
D L�' ' Ede,
S.
"Air CORP: --TE =g.Y, '.1 --- FL I - 3.X125 - E .JSI 52-701O 8KiwR[I:{95A) 435 F- .':`!, E,5} . :
P.'E - E E 'MY St E 1.51UN:
ORDER Fly_: 21.1281 . -
DATE
THIS IS NCIT A "LMIO `.;. E, • ff ",.. y��{'
1 O/ 11 /3(J21 , .N. f l 1' 'y,' '. Y4.' {` . f rt'i f'. =?}
I TEE H I I -L
gHEET _ ,+F _ =HEFT! F ++ w A FL I - F L- E
MIADOCS 23952787 4
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
litH77.0.11 11/.41'
N7fr42.9'E 24.5'
refitfr4)-€
WM'
LE.
S A
POW OF,
RECIMM
payr OF,
COUWENCEACYT
soiment Comer.
A'Ortheost /1,
'•:tiori J2-5.3-0
Mytfr
NE
Section
32-55-4/
difirodlIP'4°Pr
1111 812.00.1(rE 061
ir#
-imam' ORA- ralEr
chs-Peer4r,y2v
Foy 247.r7 Pa'
•.111
174 ce'
ne5YOYNT 55.554'54V
US. 44
I- 4 Og" 5997'
g),317PrE
J75.,F4r
1...50 24"
A--elrOne"
R=5.1152'
64 a .E.0,51.56.
t 24,39' ,e1=43519,9 I
CA& .336115Z15
r77.3.s.'A-46'.R7.1
h4-2,1552' 01E1-17254'
CH1,5-0.17715'52Z-
x_J2t
I Teta-42K Or' 3
I ,asa—rir
_JIJd I
_213_ - LedEwv Crydait ;-1I
1 _ _ Est:rites Seztkri. 4
I 26 Pot SrAk 44
•Pale 23,
Tilt/rim lit=div
! ,1
, U_
;c1
.nr 59. 9.6
I EL_ J
I I I • I )
L 17 Mt_
W ff 45.34 —
504,13 4.0e, AlLE
'env 0,
45.oe. Scalpel 32-53-4?
L=r71.3E'
,i-oraYer
R=2titS2'
Crigc=r72.14'
Kg-1037eo5ite
7.ke bearregs shown hereon rekte to on arafflReti boring (Myth. .5513878- Ease) afavg The Swt6 the.
6rcriPttasr 60e-1 or Sealy(' 3Z Tow06-ttp 53 Smarr, Reeve 41 Eoste Afiorni-Exade
fkrida
fs not Kt& Thsi9raptiim aad the Dapar foism R±d 6f TN? otle!gti4.9.Ffi
surivyar grd mapper.
t Comer,
&V•riffn 32-5rj-4
R - Rad=
- Cideto Aivre
L - Am Lover
ch.o. — cword Efeciox)
Ch.D. - Chord Distance
THE SE& APPEATIVC W ?IRS LOGCLVar HOY 4'.177-1CRZE/2 57. WOK 0ErEdi d'OHN50. P.5.1t, 4775
SCHWEBKE SHISKIN + ASSOCIATES
LAND SURVEYORS • ENGINEERS • LAND PLAII41Eq:::
man r.arornAIE UT, 101PAVAR, FuRrat 33025 DADE005) 652-70i0 gew.N.R7..:1:03L) t1.9.-/r.* FAx:(305) €..5?
DREP AREI1 1.11,11-EFF hY • ' E. I I
0 R 1.,ER NO.: 21.1.21E4
THIS IS HOT A 1J1 D
DATE' ' ' diari• /LW-L. /14/21.1e.-
MARK =EN JOHRSON, r' IIICIPL
SHEET OF HEET F.15 • 14
Fir.3141A 'HOF LANI.;• 'AII-roPrOH
=
•:' 7101407 L. 7.7.3Tir4PCSI! EZ14307 E 3L12 .76 137 11M7
MIADOCS 23952787 4
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
LEGAL DESCR14°TTOM
ALL THAT PORTION OF [E.ELINE GARDEN ESTA WES SECTION 4, ACCORDING TO ME RA r THEREOF. AS RECORDED dr FLAT
LIO ( 44 AT PAGE 24 OK 7HE puke fir elms Of MR —DAM COUNTY, FLL r>mA, LING POOUr TA'L D 069, iA rr f c Tk E'
FCIaOHM LESCR78EG BANDS, TO47EMER leTh rev-5.�A�[r+LDEO LANDS i1 OW SOTRdw THE MORTHEASTONE-CIGfRTER (r/4) a)1F
51CT7 1r . 2, TOK SI? .5,5 SOOTY, RANCE ' r c S4 LANZ t<INC MORE RARTeCLIVRLY L1ERNM 7 45 A2LL':i '
CL71AMdEMCE AT THE 5.F.I'1Th1 ST CORNEA' Of NORTHEAST-OLWRTE 01/4) OF' S4 O SWAN ..32,7 THENCE .A't W ALOE
TTE_WWI! IAA,E OF ME NORTHEAST ONE— RTER (1/4) OF SAO SECTION 22 ATORD-r 8Th 8`W EAST FOR A rl'.STACE O`
545'..34 FEET 70 A .PONT,, THENCE RUN MOH 0175.3'17" WEST FOUR A DSTAMCE OF 45.01 FEET TO .A PONT LW A LNE
45..50 FEETNORTH '3F,4HY7 PAr84(.(T. WWH, AS LE45L AT KW" AVRE5 TO, ME SAID SiCTOTH 1,,WE OF ME hrOM T
4E-0.940FR 0/4, OF SECT87NF 32, 17.IET+a— RIX ALONG T-TE EA571EiRLY L ACCESS F7Ifi-LW-WAY OE OF M.W. 42ND
A rEAVE (LE +f �1E ) THE FOLLOW' ' (6) COk ;' (i) ThecfRowpop-hi 075J'r7' i$EST FOR A L'ST4NL'E oF
59.96 FEET TO A FO.? (2) TFLEMCE R1.81' NO ,,G"r7. 45'55'49' NEST FOR A DISTANCE OF 562.53 FEET TO A Fit VNT ON THE
MEYT LtiSCMIYAILI OPWLAR COLOA TGI TILL .moRT,9E,15T, {;i) 197EMC'E k:4v NORWIRtSTERLYALOM2 THE ARC or SNP
.vrdPi+E TO THE Reg, ft44ANG A R42QIS OF 4711O10 FEET A CfhTRAL ANGLE OF 25'08'25; A Ch3Rii LENGTH OF 228.52
FLAT ALONG A CHORD BLOM OF NORM 3tT3145' WEST, FOR' A DISTANCE OF 23fl4 FEET TO A PONT Ow A CmCDLAR
COQ1€E CVkNAI! TO 7TrE EAST AMD FLE POINT Or 8EGAYNG OF THE FOLLOW 1TESCRIIGE9 Rl1?CEL OF LAM (4) THDAI
CONTWE ALONG SAID CURI1E TV THE RIGHT. H A0. r A RA US OF 47170O FTEET,, A CENTRAL ANGLE OF r,i-277: A MO D
LENGTH OF ?O6.74 FEET ALONG A CHORD REAM OF NORTH 4,19562Q'' WEST, FOR A a57ANCE OF 46.91 FEET TO A
POWT OF T,4NWE7NCY; (5) MINCE RT Y 7Lr3PTh' 03`25'06 WEST FOR A DISTANCE OF 623.SI FEET T5 A PONT (5) THENCE
Roo NORM I?T'.S,'' 0 i T FOP A OVANCE Of 1 ;5 $ PET TO A Mug O1'F A LAME 50.00 !LET LA.,1 rx kW) r 1LL
11fTRt AS AEASTIRED AT WONT ANGLES' TV, THE SST U` E OF ME NORTHEAST ONE -QUARTER (r/4) OF 90,9 SECTION JZ
TTf1 E NC811 ALONG A LINE .5O00 FEET EAST OF mo. PARCEL W M, AS idE45T RE& AT ES TO THE WEST LAE
OF t?4E NORTHEAST LJNE-00ALFTER (1 4 F OF S O .SECTION? 32. NORM 00'54 35' WEST FOR A DISTANCE 221 FEET FO
A RAII'F7, T EN CE akin MVP & 49 41 EAST FOR A DZTANCE Cr 25712 FEET 77) A PONT, 7FAE RDA° NORTH 701F4 2.9'
EAST FOR A OISTAMCIE OF 2..55.45 FEET TV A PONT ON THE NORTH' LIE OF S487 SEVEN JZ THENCE RLBY ALONG THE
,NORTH LAME or S+'4rD SECTitI! 32. yogre4 Bf'4''r EAST FOR' A Gt57AMC'E r r7,47 FEET TO 71-.1E POINTTHENCE Roy
SOON 70107' EiE$'T FOR A LAtS'TAIV£E & 492.97 FEU TV A POWT OF CWRVA TI RE OF A BAR CURIE CGNFC44 LE T4
SOUTI-6151;. THENCE 1I 57.1,11 r AL ' w ARC Cr SA+O dRLTiLAR CUM TO THE LEFT, FT.41916 A RAOV5
OF 19000 FEET A CEORAL AM LE OF E244'.76', A CHL 70 LENGTH & r97.$2 irt21 NO A CHORD &&Ad7VNG OF $DL+TH
.19742 }4' MST,, FOR A ARC DRSTAMCE Or 208 05 A. TV A PCWT,' THENCE RON 5O1ITH 0720°Or NEST FOR 4 OSTA4i .
CF 167. 35 Ftt1 TO A ROW; THENCE Raid4+ NORTH 72W're EAST FOR A &.TAN'E OF I1$4.70 FEET TO A POW; THENCE
RYJW SOUTH 0755 .17- EAST FOR A DISTANCE CF .35795 Ftt 1 TO A PONT THENCE RLw NOR'17, 81''0324' EAST FOR A
O'STANCti OF 4.09 FEET TO A POINT A NON-FAN;ENT CIRCULAR CI RLE CO4'CALf TO TW NORTHEAST; TICE7ORON
5GJTHE7TL Y ALCWV TREE ARC OF SAID MOLAR CURIE TO THE LEFT, HAI'M G A RADIUS OF 57352 FEET, A CENTRAL 4MCLE
OF 1247'34', 4 OHM LEPTON OF 12d.79 FEET A,!Ifi CHORD 8fAR1NO 39'10' EAST, FOR AM ARC La6TANCE
Or 12E05 yeti' TO A POINT OF OY14+POLR'A7 C',RL44TVRE, THENCE RA SOUTHEASTERLY ALCM ME ARC CF A BAR
CAME TO THE LEFT, MAW; A RAF1,4.S OF 7E852 FEET A CENTRAL 4 GiE 07 4630'V',
P i 5E34L .41IPPEARNG ON TFA4S £i0CAE7 T I1a15 AUTIOSIZED 5TEe£6' a] W.SG911 P JO. 4775
SCHWEBKE E SHISKIN + ASSOCIATES' 1L33-87)
LAND SURVEYORS • ENGNEE S • LAND PLA � kEk -
L4,40 FORME NAY, IMR+IAUR, ROW . 25 C Dp J7 6l7-7� •u RRY..Arp.8 IA}f+MFoS Yxr}? PP4
1REPARED UNI E kiY :;.JPER':ISIi:ra
OROEFt NO.: 2142d9 y
Jiaj ,f e12 4nele)12,
1HIr, 1=uT A 'AND SLUR Et"
DATE: 10/41/2021
SHEET _ OF _ SHEET(S).
MARK `TE'IEN JOHNSON, 'RIh':IPNL
FLCR A..R0F LAND:• ',IJFi ETOR
- 5£ GIAF c SE) 91E7I:w ISCALI,.7117WAVVRtfataheRn3 GGT 222i'IFAFlai Ems'" LEI 4 S 24226I R!'WG
MIADOCS 23952787 4
SKE. [ CH TO ACCOMPANY LEGAL DESCRIPTION
A CHOW LENCa0 Orr 72.54 f L J ARO A CNORO EtEARING Of SCTUTil 78'05 ` EA57 FOR .AN ARC CNSTANOE OF 0758 FEET
TO' A POIWT OF C0IrTQOIUND CLiT'VA TORE PIERCE RUN EA57FRL Y ALONG TIE ARC OF A CIRCULAR CURIE T71 TFF LEFT,
N A 11+14 A A'ADIUS Ae 65&52 FEU, A OENTRAt ANGLE # 223546", A ofirsp LENOR Of 251.75 !CET MP A CHl
8EARTNIrG OF SOUTH 7.1)/ZIS- EAST, FOR AN ARC 015TANCE OF 263.54 Fat TO A PONT OF COd.F UND d WARE MENCE
RUN EASTERLY ACING ?TIE ARC OF A CiRakAR { ERI TO T k- LEFT HA ING A RADIUS OF 2T8.52 FEET A CENTRAL MOW
OF 4630"T7• A 040RD LENCR OF ?72.54 FEET AO A CORD BENNO C M N 727552' EAST, FOR AN ARC DNSTANCE
OF ?7J. J6 FEU T4 A PIVOT OF CONROtia OORPATIR& NEE 1' ACING TT$ APC of A CRCirQQAR ORIf TO
RHE LEFT HAR Z A RAMS OF 573.52 FEET, A OBITRAt MOLE CrF 64?7347' A CHORD IEgLOIR 0! 60836 FEET AND A
WORD PEA+QNVG OF NORTH 115 5B`i4- EAST, AN AID° OTSTAMCF OF 5.0,24 FEET TO A PONT Of C0I k T} WK'VA TL
THENCE RN NOR NI4ESTERLY ALONG T f ARC OF A OhRCLRAR CU71r TO TT1E LETTRAMO A RADO.S OF 2T552 FEET, A
CENTRAL #NINE Or 46 "!T , A MORO LaiG°TfF OF ;7254 FEET AND A ORM 8EARt NG OF AVM' 387$'05' I .' FOR AN
ARC EISTANCE 0 I77.36 k±FT TO�AA�,PFONVT OF COIiPOMOJ CLOTVATU E TTarEE IY4Y MORTNNES7ERLY ALONG MEARC CF
CS�'C'ULAR cum' TO TALE LEFT RA �WA 1'RAbNOS OF 55852 FEET, A CENTRAL ANGLE' OF T03013' A CFTORO LENGTH CY-
T217.6.J FEET ANp A CRORO 8EARN14 OF N 7TH 56'4$32" WEST, FOR AN ANC 01'5TANCt OF PX81 FEET TO A MOW; ? E?ii::
RLTY NOVRTFI T1.74'r9'" HEST FOR A D15TAWCE OF T415.44 FEET TO A PONT. TRUCE RA ALONG RE NIJR7S! LEME OF SAO
SECBON 32 NCR7?1 8774Via" EAST FORA O'STANCE OF 566 28 FEET Try ,d PONT P ENCE F W SG11TH 03W°'Or _F-`;-
A DISTANCE OF 244.78 FEET TO A F"41'NT,- PENCE RLVY SOUTH 8858154" NEST FOR A DISTANCE OF 58.97 FiLF 1 Tr - -
THfACE RNSOUTH' 0.3O.Y12' EAST FOR A CNS74M or 37524 FEET TU A POINT CW A NYTfi'-TANGENT COMMA'
v r._
MACAW TO PE NOVR7HiifST 111EYCE RL±N SOIJ Ma STFTTL.Y ALONG 1E ARC OF A MOLAR COM TO Th Jr ROT,, HA
A RADA'S OF 420.29 F(E7 .a Ctf7RAL Mar CE ,c5 "2 r A L I ,Or ,56.5,47 FEET AIR? A ChM) 95ARBY6'
SOUK 3845195" .REST FOR AN ARC 1 'TANCE OF 624.30 FEET TO A PONT ON TUE NET DEEMED NON -TANGENT
ORMAR CT NI€ COVCAYE TO RFNE .SOUTHEAST THENCE RUN SOU R110ESTERLV ALOW TT,'E ARC OF A ORCULAR CURVE 70
THE LEFT, RAWNC A RADIUS OF 86548 FEET A CENTRAL ANNGIE OIL 843 1 , A CHORD LF)IGTT1 OF T165r4 FEET AND A
CHORD BEAiiriNG OF SOUR 41 20.5t ` 4E517 FOR AM ARC 055TANCE 0 L778,24 FEET 7V A PLANT REVERWRVVA YU E,
THEN. E HUY 9OUTfIIIESTERLY AI THE ARC OF !4? OROJLAR CURiE TO THE RCHT, RAMC A RAMS OF ;04. 0 FEET. A
'E ITi4AL ANGLE OF 8737-O ' A CHORD LENGTH OF 144.42 FEET AND A CAORD BEARAVG OF SOUR 4.5002r J4EST, FOR AN
ARID' ('STANCE OF 1.59.64 FEET TO A PONT;mEIKE RL4Y SOUTH AF3$'5e AEU" F014 A 41+5TANCE 4F 739.49 FEET Tt? TF,L
PUNT OF 19fGTTM4NRx Covr4w4 2,242089 SOUA.4rET+671RE OR 1E5'5 afr A? "S MORE OR LESS.
Olt
THE SEAR $ SHPr .101010 RATE 0 AN ASSAO REAM(NORTH 889,08- €AST. NOW T? 594)0N ONE OF "t
NORTHEAST ONE-171IAR7ETT 0,40 OF SEC0OIY .T2 TOFfNS ° 53 SOWN. RANGE 41 EAST M'AI MAR RORYDA.
2 THIS SKETCH 5 NOT VAVO WITHOUT RE E iA PURE AHD ME MGM RA15E0 SEAT OF THE .A REST'!& F[ CTNRN,' A
SUR4EYiCr' AMR M'AR.
PE SEUL Ali" iE W? Ohl rill'5 P7G'CsM %T lM A'+i7�f WIM 8r WAIF 5?Erf.191NSPO, P.51r. 4775
SCFIVEBKE SH 1SKI N + ASSOCIATES
L-. SURVEYORS • ENGINEERS • LAND PLA`,NE"<m;
-TE xar, LIRPM , FLN1,71 33025 D 0EpG5) 852-70i4 wak :{9?.;zJ 83s-' .i FAK:r3i:3'o I6?-/ 1.1
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THI I'.". N?T A 'E HD SURVEY_"
ORDER 10.: 214189
l]ATE 10{11/1071
gIEEr _ wF _ SHEET(S) F.Et_; NA
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ki+°F IC `_TE.EN JOHFESON, RII CIP L
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tWEI,ESE COO COORSE1SXE7C,4 LECAL I,KJ'OMW 011610Kg13 OCT 202r1FARCEE+h i iET S r027p ��'.e . •..
MIADOCS 23952787 4
EXHIBIT "C"
EASEMENT AREA
I .I I i H 0 ACCOMPANY LEGAL DESORPTION
I'',IGRESS - EGRESS AND UTILTY EASEMENT
Tm
.Si tioq .32-53-41
INGRESS - EGRESS ANI;
UTILITY EASEM=''•a
SE Mak (:CYEr ;:
-ia r� r
I I x-. €
i-.usAxe &seder) l'4
Eaf rtes Section 4 � ; .F
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t' Sank tme, N,E Jf4, +
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It
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r' +r Rofffioest C e-tkra-fe - eve) of Sochon 32 Towrs4 , ; .A. Rutz a d! East, Ahia rti—Oo e t - +- �aag7
f f rr.8. - shard aeal;7,
_oa 6&, J oridd. Err.D. - Ar tro Distance
Ns siketdr is nor welid withoari the a'greotwa rd he arioloo' mitred sod al Me dtesting Por da
Naaased memo., aid mapper.
1:I4E SEAL A! SiRLAV rxx WS' beLevi4EAT MS ,derJMpyAZED ar UMW .31.11. ,:f..-5vyZ, P.S.At .r:''- ,,
SCHVVEBKE 5 H !SKIN + ASSOCIATES
LAN: SURVEYORS • ENGINEERS • LAND
324 CGRPORATE NAT. ulF&us4, FUND 3306 MDE 345j 02-711I0 RA454) r Pki3U)
,1 EE t1Ho T `., -E
ORDER HO.: 21e26 -D A
" THIS IS NOT .d `LAND _IERC�Ei.'
FATE 10/12p2021
HA NYPof`, SLF3 EN=f:PiP49 P_`t IYAL
HEFT r F i SHEET(S) F.e : FLeClEak F+ er F L ti .y4net
MIADOCS 23952787 4
—
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*rib L. NE f/.4.
Wive, .37-53-41
NetrieJ.,
505.18'
ADYELY.1.711+
375 24'
L.V4.37. .7-,11202/5
o-esvelv-
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11
I I
I I
SKETCH TO ACOOMPANY LEGAL DESORPTION
INGRESS - EGRESS AND UTILITY EASEMENT
DETAIL
INCR'ESS-EGREZ
VI7LITY EASEMBYTROV
f.11-15417341h5
.19-riWky
_J_ LI_
I P
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SCALE 1-=50#
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r. The beorargs slari &wean Mare to for ossbfeW LiterAg (N6rder M12'18' East) gong rite SattiO hi. II - .9tha Aigee
g# Ofic daHAte.0 One-(kiun're- (/4) a St an 32 row** 53 Saan. Roar 41 EtwO, Miarni-Ook L - Are Lange*
Ca...ot F.W.W. Chik - Mord Secntg
2 Ns sketcA es not aid without Oh? s*ota.re gild On Y-ictieza' roind sisal' of Me ottgsfhig Rode eb.LI. - Choed attotee
kansed surprior mai mapper.
A. IrN. ',141 .4.4-SGME: ON 7.4% .MS'Ll&fir 10IS AOINCIRM .9"., 481Piv Sirgeilt .10N066P4 PAX 41275
ginA SCHWEEIKE SHISKIN + ASSOCIATES JJ
pv1-20774- LAN D SURVEYOR S • ENGINEERS • LAND
3240 CRATE lar, Low.% ftQRP 13025 DVID:3(15) 652-71310 DICANIEV{954) AM-11F, N43115)
P *PAR ED SID%
ORDER NO. 21426978
THIS IS PDX A -LAND SUPIEf."
DA1E• 10/12/1021 Aka a.
SHEET CF SHEET(S)
ECM FERuift1, fin
NJt.
NARK' PkiINOAL
FLORIDA RNO,F0.41IRIISOR NO 4775
MIADOCS 23952787 4
SKETCH TO ACCO1v1PANY LEGAL DESCRIPTION
INGRESS - EGRESS AND L_I-I EASEMENT
ALL THAT PO711CYu CF LEEUNE CARQEN ESTATES SrL'TTON 4, CTA CCORMa TO THE RAJ 71E4ECF, AS RECORDED .OF FLA T BOOR 44 AT
RACE 2,A OF THE PAX RECORD5 CF AfrA4a-WE C'DOM; FLORIDA. LITC111WV Tkf O A V OF TTyf FOLIONi ' DESCRWO
LAIA9g TO9CETh1f1R IRTT} W-5l180,1420 LANDS L?T,AiC 1#11-A1V THE N6970-01S7 ANE- JARTER (1/4) T SECTION ,32, WWI ° 5.3
SOLON. PAIWE 41 EAST; 1IITAIi-D4L1E CONY,, FLARTi2k S4LR LANDS 851.IO MORE faRTY7L%QLY AS FOYiGi .
CODE AT NE sguumesr CCa7A1E7? OF ?7T,E ortvri645°T r°R (Of) F SAD SR -MN 32,- T€ENCE ALONG /FIE
M 6IFY off OF D AORINEAST ONE CO EN 0f4) OF SRO SECT 12,NNIH LO GN"TLF' EAST fa A eLVAVDE F 6.49.34 FEET
TIT A PONT; 'tom RPfh' NEAT 00°53'17- 0E67 fug A Div -ma- OF 45.0 H FFEF TO A PORT ON A LAE 45 L 2 FEET NORTH Of
4JD ANd IE liffM, AS IEEA•_RREE! AT ,IFEH' 4!IYLES TM TJ4E 54.Q SOUTH VINE OF THE 1112)7MEAST Oaf -WARIER (iy'4) tF SFt'Tra4
32 THENCE RUN Atari O TtdE EAS7ERL Y LNkTEO ACOEES Rao r-oF-liso LTNf OF N.W. 42f0 AVENUE (LEdEEM ROAN Th'E FOLLtA4VMO'
RJR (4) meSE5 (0 THENCE .R.01 NORTH 0.5'?7'.NEST FOR A Of5T3iT 'E Or 59.911 FEfi TO A F eT,- (2,1 TTfE7 E Rot MCow
i9'S.S'49' II ST FOR A La5TANCE OF SB2.5.3 FEET TO A F YT ON NE 'err DESOMELEO ALA£' com CiONTCl f TQ THE
NY ?TP 45rr (,ij f?I E Rf[W kW ?PIiMERY &ON ' TFAF ARC OF SAID CURVE di) DIE Tdf Y .4.41.VC 4 MONIS OF 470,010 FEET A
CE RAL AM;Lf OF P57915.3' A CHYTHTD £D?EM. OF J3i87 .FEET ALOAi3 A MORE 8f4RTh1G Of AVM 36'20 t7T' BEST, FOR A
DI-TAYM OF L55.13 1IT TO A PONT LW TPdE JHUT OTSCREE0 CCIKTRAR LL4WIt 'ONCALF TQ` TF MORTREASTAND Tim PONT OF
%WM OF ?NE FCit103IPNG CW.CREED awn ar (4) FP. ENE CO97V ':_ : ' TPE ARC OF S4117 C RCVLAR CTAI- TO TIDE
rs I; HAW A R4OLUS OF POW FEET, A CENTRAL 4,1Q.E OF Pl; ',32', 4 ' 95.34 FEET AND 4 MORD BEARING
OF MIRTH 22761.9- BEST, Ft7R AY ARC LYSTANC€ OF 9550 FIT TO A PONT _ ?R{ 8SM-54' FAST FOR A ENSTOCE
OF 7..1R4F FEET TO A P0N1'T OF CVRI+Ai71RE iF A CAPURA4 CURIE CS'C Alf = T hE.RC K'.}' NORTtNEASTFRD'
ALA»" THE ANC OF SAND CIRCULAR ()Rif TO IfBE LEFT HA WC A RAMIS Of -_- - s' . _ =.i` 87-57'Of', A
CNORD LET 'TN OF 14442 FEET ANIT A p'f4RD &ARM Or NOp7W 4,7134723- f 1 - - _ - - .7•$4 FEET TO A.
PONT OF 7REI€ 5E CLI9VAME. MACE RUN R EASTEW Y 4UONIC TYE ARC 0F a .41', _ - __ ': FTTr Fd4 WYNG A
RA01YLS OIL 855548 FEET, 4 CENTRAL J 4CY.E CF 84'37 TB', A CHORD LEW-CY OF TJG'S, T9 fTc - . - -=4..7.W CF MQRTPP
477Q 3T' E4STr RJR AN ARC ASTAY"E OF T27524 FEET TQ A PC;+1T ON THE NEAT 17ESt7m.L a ,* s' - -' ='• T artVe.44 CURIAE
CvNCA LE TO ?If NYi4RHMEST.7 TJf ICE NM NORM E ASTERi. Y ALCOG TM ARC OF SIM CARL-ULM LY{re r* THE LEFT, 'HAIM A
RAMS OF 42D29 FEET, A CENTRA4 MULE Or 85029- A CAMS t€NG3T,' OF 558.47 !FM A ? 9E4 RING of Kim
1845t6' EA SC FAT AN ARC L85TANCE Er 524.39 FEET TO A PUNT,T YCE RT,W (NORTH OS1T3'T2' 5TFOP? A CtlsFARA/ OF
37524 FEET TO A PORT; TT1ERa RIP N W Y 86 '54' EAST FOR 4 DISTANCE OF 595,58 FEET Tp A FCJOTT; NHF 7E IdAl THE
NEXT DfSCROISOT TWO (2) CCINSE5 AI.SWG TJ 11Es' Y R1 FT-OF-0F OF He JITJJ A IfNL , (!f SA'JTPT OT 5,7�51' EAST FAR A
L TAKE OF 12,26 FEET Tit A POOR OF CY IIVT)9f OF A ORCUIAR T..NRIE COTNC'ALE TO TYE EAST, (2) THENCE RGW 92I07494.Y
Auk TtdE ARC CIF SAID CIRCULAR C4? f TO TtdE LEFT, HAWING' A. R41JPi CF 28TJ.T9 FEET; A CENT7RAL Ahi L(E L4F OP3J774', A
CHORD L=44:77Y ^F 7774 FEET AND A CHOW FIEARdNNS CF SOUR O2;T929` EAST, FOR AN ARC EnT4NCE OF 774 FEET TO A
MT' = - _' Sw7H 813.9' f' AE57 FORA ,CSTM Of244.52 FEET TQ A Poi r or CURYATIRE O- A AR CAPE
ONOr - -_ "13:17-F4ST;' TROirE ,N' W SOUTTTNESTEALYALOOPc TTT,+,4C t, .S49? CtRLUAR CLNg4E FO TTPL LEE? HAMC A
RAD4ti.T5 Or -T A CENT ,RAt AWLE OF 9[TP2I76' A MOM LET► of OF 25367 FEET AAVAafORD 9EI.RPNO OF SC4'JTT,'
fP15AST• N" - ARC DSTAMC E Cf 1,59.3E FEU TO A PORT: TEJNf7E ramSOON U3517.r' EAST FOR A DISTANCE OF IT&73
FEE- -' - — •r_ T.3ESi NON-TANLOTT CN7'CULAR CY#TIE MCAT TO Th TTf4EST: Y? 71YE R'ON
= • - ' .RC OF SA�7 e�RCTRAR C2HR IE PO MERY7PT; HAWS WG A RAM'S OF 5T0.29 FEET, A MIRE* AM E OF
.. kn , Y "k '; ' ` 691.68 FEET A A CFTM�EEARie1YL1G OF 5r iTh' 1855T'f5" PIEST; FCR AN ARC &STANCE OF759 97
g'v4T ON A T JTE5CRABE27 MOY-TANGEW G.W AR GY.47W C WCA If TO TPE .5CCIREA 57' ?WIZ RN
Est.. - c..• = L x ALAWC The ARC OF SAD GIRO eAY? C3JRIf TO ThC LEFT, FFA6.7Z A RAAPS OF 1T5.48 FEET A OENTi2& AM&E CF
9925;,3, A LY1Y3R9 LEMON OF 1183. 5 FEE' AT0 A CHORD 0E4RNG OF SOU Po 34154'0.S" NEST: rrY1 AN ARC OPETARCE OF 1.145.62
FEED TD A PONT 06.1 A THE NEXT DE50I NON-TAiNQE!Ir CAKM AR COME EMU TO ME NOMEASC
ONDrota Cod Sh.E€7 1 t F 4
T h ' s a n neY' LW NSs .R 7.AIENT Hid Bar Pta41C 5r849t ANON, P.S. M 4275
5
SCHWEBKE SH !SKI H + A O IAT,FSN -87)
LAND SURVEYORS • ENGINEER' LAND RL.�p3 h'S "F"r``.,
3444 CrAPC ATE NAY. WRRY14, FLARpk J3Yd DADE- 5 I x-74ia aII{as4,1 A .>5) - I4a
a "we s'we SL ANISI011:
THIS IS NOT A 'LAND 5URMEi.'
SHEET 2 OF 4 SHEETCS)
RINSED: FERRuARY 1E, 2022
OfiDEN NO.: 214269-
DATE• 1OJ12/2Cr21
FBe HA -
HARM Fty.1
FLJ+4Ja N4lka
ii'r
R 'PAL
*O. 4775
.;L S-67gEr; A 1.7.17 o+UAk`-
MIADOCS 23952787 4
SKETCH TO AGOCIMIPANJY LEGAL DESCRIPTION
INCCROCS - EGRESS AND L9 ILI-Y CAS _V ENT
CONWED SHEET 3 CO' 4
PlENILE oWN S1Qt1TTdER2rACAI+C Pe ARC Or SaEO CiPIC;,LAR cam TO R1E LEFT, TEAHNG A RAMS OF 11.9,3.58 .A CDITRAL
4WJIE OF E17.0irCe2w. A CM W2 OF wouo FEEr MO A 040R0 OEAROV6 SWTN r 57 J' EAST, FOR AN A?C ogrAaa(
.46.60 FEET 70 A PONT ON Thf I# XT £S'c9DED NraI-TANC€A17 CiRLIVR CAW OAVC, 7f TO Tad . 1JIES T TYfACE REn
SOY THE tV ALGOIC THE ARC Or SA1V r „11LACr CURVE TO PE WOO; 1MI I A RAMS CF 92J00 FEET, A COW. ATf E OF
MOVE A CHCr7C+ LENGTH Cd 3125.57 Far APO A C IRO SEAaaTITEr CAS SOWN f7305Y' EEST FOR AY AFC DISTANCE CC ?i 92
FEET TO A PEAT,' T Elit f RkN SOOT2 '' !" EAST FO7 A OSTANCE FEET TO A a wT; MACE Alan ADZ A LViE
4.5.07 FF27 IYORTJd Or MO PARCEL N M. AS mEAS. WEP AT MIT AJaGt 5 ? S 3447 5f3 J7H LeYE OF RLF Jk7TRhaEAST FxV-GYARFEF
(r/)} -0F 32i `r8" REST FOR A DISTANCE OF 91202 FEET IV A POW: TFAYCE RLBhi firfini a759 2J" REST FOR
A L' STANVE OF I?d4P FEET V A PO 4147 ON A CIRCAAR CARIE CAVE TV PE 5007.rPIES7 NaCE RCN MIME& Y ALONG' THE
ARC £ A C7RCLLE.AR COM TO hE LEFT NA IMAG A R4D5U5 OF 83300 FEET A MYNA MOLE OF 74.55'Sr' A WOO LEAIG7F! OF
.32 fit FEET AJV! A C AIRO'KARL% OF mfd7N 15V S1 NE:5 ,, FOR A4 ARC !4S7Aa CF .36247 FEET TO A PLANT OF C'C.00010)
GIRVA RAFE wENCE RIX Np7TXE5TFRL Y AIX6 NE ARC 0 A aRCUA17 C+.0..€ TO THE iErT,, NA WiG- A RAONIS OF 124100 SET,
A CE47RAL AMIE GF 65 6''527 A L1Alt !DIT Di JSJ.S,r FEET NO 4 C.J 7A9 l7EA#va0 Md471-r 602Lne eV, FOR AN AAL
DISTANCE Car 202,20 FEET 70 A PONT Th10 R1 w SC JTN 8d°58' r aEsT FOR A OSFANLEE OF 632,,45 Fnr Tit TFaE Amer CF
AEGb#W2 CINFAL'RNi J99984/ SFAJARE FEET WORE OR IE55 OR R3E2 ACRES YORE OR LESS.
±rc?TE
r, P•E DORM Sl 01 f E-09RECW REttAPE TOM AS9.41IE)i BEAR66 prORTY rr EAST ALONG ME SOWN TW LINE OF THE
oiGRT}EEAST D - V1 RTEP {J 4 OF S£COON 32 T0X1 5,t 51AMIK RANGE 4? EAST, AIAai -D41E MOM; F OHN.
2. WS SKETGN S NOT VA00 MT hL 90.071.-RE AhC1 CFNCM1AL RASED SEAL OF PIT ATTES? C .1-1.0Ka4 LaCav D
UMIE}G4 APO TlAPPER.
THE SFAL A 4VNG GV[ Tim LifemENT IM .4.YNAZEI &Yiieec Sinn' P.S.l[ 42.775
SHWEBKE SH !SKI N + A OCIATE:Pa
LAND SURVEYORS • ENGINEERS • LAND PLJwg
3244 CORPORATE ..r, LE1RailM, PURE 1X25 a DE0(15) -71314 EY101W, 95,1 435-.7+a %Was )
THIS IS NOT A "'ONO SURVEY.'
SHEET { OF 4 SHEET(S)
%REVISED: FERMI' 1B, 2022
0IIDER NO.: 2142 5-B
rt4TE• 11#/12/2021
F.HA
sAF'I<I
FLDFaF]A. Prg.:plo 65UI
87)
SPRY SION:
cc_
w
�AL
NO. 4775
MIADOCS 23952787 4
SR.• CI- I 0 ACCOMPANY LEGAL DESCRIPTION
- EGRESS AND UTILITY EASEMENT
-LE • •-.5ar
Offing
251.32
I R.
Av.7560614°
Ateth thitz. A'E .1A
dice,
5:16Thl L.
ORR -CA PC:
N57724"2.7! 5g.L2'-%
,y,5724T r ?MiStar
POINT CC
8D2INANG
ded-17.1".,211. 24.5.22°
RatERS-EGIZEES
Mire EASE/ZVI
$fra-55'54-"W MO'
- 1 • .-. - '! 1 - - -II,
. ,
- 12--; -,-i-li__..i.
±_ii7..r.'&11.1-62.52. . _IA_ 01E1 wear&
1 ---.':-"WAY .:hix-,17'159-7 T " Esfelff 5cal-A: '
C4.15' '11.1k061;.1211.• - Pm ad: 44. 1
a. 11 `;... .... 1 1 _._ _ ; 2 _ 1- • , - - - -. a',0pL- 2,1
. I
1 0C'' 3: • ... ▪ ,_ - I - - - I I ., - - - - 1 - " 1 4 1
g.1--.-/-7. , '. 1 . 1 , ,
. --.1- --r4„ - = - 4 ---. i. -.--1.-..-1 1 .1 1 1
...-, i- - 4 .
--I
POW" OF '99▪ 5' I Pe ! ;; i ,:iirs164_.j i_ ; -
COMMENCBIEN r.' .
Sf.inf L.2 r (:Effee, Narozrref 49.2141'
Nwtheost
section .32-5J-ir r
i
.. 1
•--t- _ "771-eJI
_.I. i- - - —1 1
, I
. .:.;g1- -.-
410-53'./r//' 45.0r
Note
t The lwrrogs thaw heiduch adr avavrmq tAsErh9 (Ma* war ivElls?) doing ['he 5nnY7
oi hie filartereost Orre-Qu arta.- at Sadie"! 12, Term,* 53 South, Raege if East ifierni-Ereae
alekrit,q Fkinda
2 Thddi ,Oevid? nip( dvkil &RAM .€12-Awlwx thg trigiNIEr +VW .Wi° tewV aeleFIVra2 Rat*.
Nedflidd vep." (0101 0.11[0:12e.
4.
r:5r.9 es.
Artian 12-53-4.1
—di
MT-W.05T .2-4141 75.
11111
maw
sr6 '
50a*
-
-
L - 1r110,901
ChR - Chard Beariag
CAD - rtrotd DatanCe
NE 'SRL Acr-i-44w0 c NS' 215t-1 7 IS AuThrOMED saA.Ar osw. ez75-
SCHWEBKE SHISKIN + ASSOCIATES
jM LAND SURVEYORS • ENG IN EERS • LAND PLANIKFIVrii.I:
3244 CCOP-ME MY, immth9. FLORDk 1K1Z5 DOE1:345) 652-7410 4441m110054) 4.35=716/Fh0125) 65242-5,0
1.411t4;..im &Cyr SltE4N5ION:
opoER • 7
-
No.. 21.1.259 -
THIS IS NOT A -LAND SAIFR.E.1.
DATE 10/11/2E21
SHEET OF IHEET(S)
MUM: FESIMASV 10., 2022
FLORCO.
PL
'IQ• 1775
MIADOCS 23952787 4
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
INGRESS - EGRESS AND J ILIM' EASEMENT
LECAL DESCROTIOHt
A PORTO ' OF ti►i n, ED LAWS E rkxN' IIPThm, THE NeRTTLEAST 04E Yd4RTER 0OF SfCitau , TOrrfcic, 53 ,SaM-L
PA4Y..E 4? EAST,, 0AiR-.OALf C1CLR4,11 fLCRS7A, SAD LANDS NEW NVRE T°APTTMC€SO EV &S FOLLOW
_...aFrNCE AT TTFE SGU'TJfwEST CORNIER AT, Tip ISY TfdEAST OvE OLfARTER (1 4) OF S O SEG THENCE NOVALCW
50,.+10•1 LOVE CF TTdE NQRTTCFAST pi OVARTE.R (TV) OF SAD SEC -RC,/ a: *VW 851710t 'EAST Fa? A ExSTANC'E OF $4yt 34 FEET
TO A ANT, L'AENCE RLiV NOM Or S3'T7'*CSTFtI4 A E;;CSTANCE OF 45.E#r FEET TO A PONT fA4 A LIME 45 FEET NORTH OF
AhD PARALLEE MR.. AS ACISOIRED AT RY rT ANNCIES 112. T SAE9 SOWN giE OF RE NORTHEAST ONE-O7Yi,4RTETR (f/41 OF
9ECTTON 12 E RUN ALONG NE EASTE!RY V 411G'!'E12 ACCa5 ROOT-OF-KAYLA14E OF d4.WC 47IlV AYLF]dLfE 1a# Kt4O) ]PEE
Ft2COMd{FG Rif (5) CT301i45E (Pj i E R T� ? m !1953'17' REST FOR A DISTANCE AF 52.95 FEET TO A PONT, (2) TJINCE
RN WPM 1 349_ITT F 'P A DOSPINCE OF 552.53 FEET T{d A RAT tw THE A'E'.lr9FSC rll7dt AR W' If CoNcAVE T7;
N RTti4S7, (3) ThEN MI,THRESTENL r ALAxIC' NE ARC OF SAD Calf TO THE kW,, ?mile ,{ RAi1:4TS OF .FIDO
--' A CENTRAL /loaf OF 4d7O+'52; A OHOFD E.fT4GTTf OF 3,3259' FEU 4tONG A SEARANC Gf NORM 24E30;72" M€ST FOR
STANCE EF 312 E.T fi'ET TO A PUNT OF TANGENZ S (4) TTEE?!ECE RUN NCIRTH 0_325t5" NEST FOR A ! . 71',9a OF 6215r
TO A PO< (5) RUN (FORTH 07'.5830* HEST FOR ,A DISTANCE CF 3168 FEET TO A PONT ON A L MOO FEET EA'
Of ASV PARAELEI WET{ A-S i+LASLA6ETr AT Roarr. ES TO ME !NEST LAE C,F TT€ NWRREAST Ohf C _ r tfj4 piF SA49
SfCTTOV 3 T}EM f RL* ALOh1 ' A R& 3U..DO FEET EAST Of AND RANI"!N NM, .AS i4EAS7.aRED AT Ru - M� S TrAE oliEsT
OE OF THE KRMEAST ONE -WARIER (E/.0 OF SAC SEECTKW J NORM 075.05- pl ST FOR A MP'. .F 992,2E FEET TO A!
F06lf elinCE RUN NGRFN 8E69;0- EA5rFO4 A tf'STANCE OF 25f_,97 FEE TL7 A BUNT; WAGE RE,W +.':.. 7r744,4' EAST FOR
A EAST/INEA'ST/INCE CF 2 fi 46FEET TO A PCi4VT CNT 71f NORTH LINE OF WO SECT1O .iZ THENCE RUN Ai(1MC L451E OF SAD
SECTION 32,. NORTH 5774 r EAST FOR .A 9.STAA1GE r5P9.0 FEET FO FIE FJ,ih4T cc 8E£eAh1G' r;F 5 c - ' LONNV E
PARCEL OF LAND, THENCE NT zr ,4<OI',1G THE NORM L41Lt 2F SAO SECTtfW 32. MIiV2' EI} JF' Ds' - A E;lfSTANCE Or
59. T2 FEET TO A T; THENCE PO! SO(IN 0.3171'0' EAST FAR 4 DESFAJI+"E OF 204,749 FEET TI7 A POW7,, 7E6N7E ETC?F %
8155e54' YEST FOR A 0,1 RAKE OF 5E517 FEET TO A PCOF,, THENCE ON NORM 75f11177" *EST FCi4 A E71SrANLE OF 24522
FEET TO TF.E MAT GiF LEGMQK CONTAPRi G r4"4456 510JARE FEET iiLORE OR LESS OR 0332 ACRES MORE OR LEA.
ArgE
TR- REARJY%U75 .54010 MEREON NEIATTE Ef) AN A. $]'AkE0 IEARNG NOON $$'!ARW. as Alma TTE 542talf Ern( OF•
N#91IEAST ONE-Q&ARE9 (.1/4) Of SECTeali 3 TOANSHP 53 scum., R'A+iGE 4r EAST, iaM4-DAi C ); FLO P.
2. TT45 .$ER'E:? ? !'5 AVT VAEO leN.207 TFE YISMUVRE Ace 1Fk DilardNAL RAN" 17:SEAL OF TF.!E ATTEaTW' FLOWN LrCEN; F'
STARLEVCR MO YAPPER.
NE SEA! A ARIAC Lkf Pa A`i'f-141Lhi HAS fdJFNLVVED BY Kell! Mira gmetlit.ABM (T7S
SCHWEBKE SH !SKI N
LAND SURVEYORS • ENGINEERS
r.CAPOP-ME I. r. YIR+IIAR. fLQRD J3f125 U DE045) 652-7AI0
HOOP NO.- 211269
4x1E: 10-1 1-2021
FEET, _ F HEE1','S} F.B.: 14,14.
E.I E FE.: tal, a 2:12
ca rrE'. xf!rr .4" °AK !..wr.M7.7-6' ,5 x -a.7r 64%5+6%7 plc
ll-IS IS N61 A L NL! :_i4Ei.`
+
`+�r 55? it
LAND PL42 s Mrs
�I ad054) + 3G5)
FLORFSS
IiED6iicele SL154314H`
m I ..)
c r
Pat
P _4WJlJa ll 4140. 4775
MIADOCS 23952787 4
SKETCI— TO ACCOMPANY IY LEGAL DESCRIPTION
INGRESS — EGRESS ANC-.T]_I—Y` CASEMENT
N
=1 # aI'
SAY04-25Y rJ4.28'
FtIIVT OF 8EGM NO --
-I
NNY04 T 28548'
? i .411.3 ,5q 25 r. '
f I N
I!i
II►
7
10724 2r'E 105. re)
POINT ar
r
5.11n.esf Corms,
Mir Mork 1/4.
SW j2-55-41
North tin NE IA
Sootkin ,32-,5 -4t
rSav#R tem SE t
S?rri20 28-55-4r
STt724'21-IY r 6' 5.20'
UTILUT E45DAdEiVT
I --_I
11 - I I _: rres Soctioo d
!, .4 I Por Husk 44
Raga
+ 't-xsrar'd-.1r "
A-471Ua' Ewa lP.ri2' I 5;
I
I I 1I
I f i
1 r'
we-08'18T 6I4.34'
NDOM.Vr71Y 4550J"
Nofe:
t. The tkviorgs widen ?wow refire to mr assrmred bearing( eft 88'08'18- Ei r0 along rho Sarah hire
a4° tllc riartl'lO1east -C§orrer (5/4J of Scetkvl 32 TorressIO S3 ootti. dr Evt, tM T-L'hrdo
.
cuant
th5 skate:# t is not wed w+ti rho ,�+pmat and ttra �aaP ✓mood seal or the attesting Florida
kaired rrxtr}er and mapper.
SF dYl Dt7S 045?oiar' *6' gifiN MO 8Y 1rlA1Y
M
-f3 L3 x Jet
SCI3r'a9�
Soul* tam N.E. J 4
See.rioa 12-SJ-4r
R - IPad46
d -etaAn
- Are tetiglit
GAR -Cora' Elwin
C7aA - Chard Datmnre
ricrhimmi Osirmar.
SiLlich 32-53-41
1 Y�
€VfN ...->e60o4 fiSat. s7J5
S HWEB E S H !SKIN + ASSOCIATES rIJs
LAND SURVEYORS ENGINEERS LAND PLANtf �Ehr r
324o COFi=OR{TE 11RY, Artua . FLORIDA IN2:5 CADE(3v5) E 2—zn1V �+DI Sass) 4 -7pj - + 4,3115} 5.5z
k 1r $LrtE ?',r=I;1N:
THIS IS NOT A "LAND SUHVEI.'
%IE1SEb: FEBALMI lb, 2822
'.z v'x: 5 xiTrs+ .:: 4. ". X.,,Y. a :r-MS7-6^E:, ; a .^" %.:..nsr.
GflOEF NO.: 214259-
DATE 1O/13J2Q21
SHEET i ef a SHEET(S) F*: 1414
FIJr. 1rM. _ iAN,�S'i SUIW.E.".,`k D. t:'"N
IL+�'
MIADOCS 23952787 4
SKETCH TO ACCOMPANY LEGAL DE HIPTON
- = .;RFSS AND Li I iI I Y' F. 4 Fh.IFr
LEO& DE'iCRIPTKR
A AfeF 04'"' OF EzA904400 LARDS LYING' Arre:'441' ,t ST JTT,EAST 444IE-G9rARTER 0/4) OF SEC'TYV4' FE? MIANSMP 5J itIATF
RArdrzr EAST, A0.010E"+T MI NE AlA r tHEISr cw N7oUTr€R (r/4) or sEcnoN TOE 5J Scum RA+iOE 4Y FAST,
JkoANA- ALE 6)0tiWTY° FLORA, SAO La+15S Sae MORE PAR t LARtr OESOMREID AS FL'W $L
omit Ar ME SOUTI-OCEST COOVE4 OF PE Arai'MDIST ONE-4' 4 (ri4) OF SEEM,' 37 FOIP 50.P 53 SOi1Tii, RiAka 4J
EAST: T. NatNatZE P6W ACW THE SOLAN L,WE OF PIE HOPTHEAST LONE-Orsarra 0/4) or sok storm . . RY1RThr 88-019't8' FAST
FOR A 0.STANCE Or 549.3'4 FEET TO A FOAM NF CE RAH MIRTH 0053'rl' ITT FAN A 25174h °E OF 45,01 a-tta TO A Pow- CW
A 1ME OM PEST fNCYFTE OF NO PA tLa Ir 7?. A5 .4 4.$L443EYT AT ROOT ANGLES rn, FIE Saki 50W? LAE OF THE NOl4iM ST
r 1.s++ratN (t `4) OF SEW! 32: NEAZE F2AV AL0010 NE EASTERLY' LOOTED ALMS ff -W4x LNE OF TrW. 4 i aiEWE
(L6 EPA E ) RE FOLLO F7YF (5J CTJ 5E9;; (1) MACE RbYd N,IC6VM 0175j'12' I1E5F TOP 1 s7N'STAhCE f%F 59,95 FFti TO A
F'OCHT; (2) PENCE ROY NORM' 48°58'4 ' NEST FOR A AIS INCE OF 562.53 FEET TV A POW T A' NE NEAT £CCRIVO C1fi)VIAR
C.VRIf CONCAVE TO THE EAST (3) NEHCE PO; .h10RT<AWL-STEALYAMPS T1iEARC OF SA4* CLWt€ 70 TT1 Rr H° HAM A
mAu5 oF 470oo FEET, A C£+Caati ANGLE Cr 4r°4052; A CHORO iDASN' 30059 FEET ANYTIG A CAM SEAM' OF h04714.
241f0J7' NEST, FOR A .913TAHOE OF 3.37.8r FEET T4 A PONT Of r 1 EHO'I; (4) imsauf RUN NORM Q3'75Z6' NEST FOR A
06TAvef OF 623:S4 FEET 70 A PONT. (5) THEEH NORM 0758'040" NEST FL4P A ,04STAMCE OF t43:88 FEET TO .A FOAM G4'f A.
LNYt€ 5000 FET E+ISr Or Ahp Alma flTrra, A5 1+EASG?EO Ar H+00)rANOW5 rF HOT U NE OF THE hXRTJ E45T
A'O FTER (r/4) OF SRO SECRON 32, TYFI E h.PF AL0910 A LANE 5200 ha £42T OF A41O PaIE4LLE. Wit 45 aA9rARAKO AT
„RIMIrMaES TR ThE WEST INE OF THE mclArtirtsr WE-6161ANTER (1i4) OF SECHOH 3T NN 'TEN 00'5435- WEST FOR A
E47/0 E C1F 992,2r CET TO A Ap9W- ME N[E ?NH NORIR 5 49'4J' E+>•57'rceR A 0674" .E Or 251.52 }t1r TT) A PST' THENCE
rum «19fl1' 147642E LOST FOR A &SPACE OF 283.45 FEET 70 A PONT A:W THE h1L M' LINE OF SaO 2EC7&i ,32 AfNC1 rtif PONT
OF W OF NE FOLLOWC DESCR E0 PARCEZ OF fAva THENCE COME &MR 7?'042.P" EAST FOR AEA TAHCE OF !34,25
FEET TO A MAT TEhY°E RCN Ai+34O' A 1...0E 4t 00 FEET FORTH OF .4h97 FARALCEL len AS ildaSEaREF AT Pror ANaa ro. SddJ
H LiY1EE OF THE it1A %FASTNE—WARM? (PV4) OF SAGO SECrrOF 32 NORTH 872471" FAST FOR A £'STAKE OF 1'495.r0
FLIT TO A Raw: TWICE SOM 0235:39' EAST FOR 4 { 'TAA'EE OF 40.00 FEFF THENCE RUN ALONG TF NORTH L44ME OF THE
A w1?fE45r OAdE-C/i414iEE' (r, AA OF SAID SE'Th W 32, SCUM' .7'24`71' it= FOR A L157d54:£ OF 15lJ2A FEET TT+ ME RANT OF
r I NO CONT4Pa4NG 0,90 SOr1A RE FEr MOTE OR LESS OR J.42.T ACRES AAA OR JFSS
etiorE
EFA'?M2 SHOAA' REN EGri RELATE TO AN ADAC)) REARM (+ ORR-1 9A W'? EAST) AAQNC TNdE 5001R1 LONE CF NE
N OYT'EASr O E-arAIVER (r/4) OF SECT+C44 32. 1OPHS AP .53 SOL)TA4 R44I 4r E4ST, AA' A -040E COUNTY. FLCRI514
2 1145 SNITCH a5 NOT Iwo HMO)/ TN,4E StaNAME AN497 Ofe.MAL RAM AL L T9E A77E2700 FLCRNI)A t+CE+N2E0
SLR Ifr0T ANO NHAN"PEP.
17iF S&L A4FS4RMG oY TWS 00C5WIEfT N515 ALPh}14 / e!Y MAw PSY. 4F3
S I-IWEBKE S H I S K I N+ A O IATE r4J L,!1=_a7)
LAND SURVEYORS • ENGINEERS • LAND PLI Ar'n
3244 CORPORATE WY, LIIRAIIAR. FLORIDA 33025 DI,DE(345) -7010 fli DIDIl (954 A35- I 'r 4305b
RD€R rJ : 214200-C P RED kor
THE IS HOT N4 'LAM) SUk EY.'
5HEEr 2 OF 2 SHEET(5)
RE1N4S7D: FE0RutPT 19, 2022
ATE: i oft 3/242
F,6„ NA.
viitTPA
mil'
FLORP A P [:444HC?' UK+! NO. 477E
MIADOCS 23952787 4
EXHIBIT "D"
PEDESTRIAN BRIDGE EASEMENT AREA
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
PEDESTRIAN ACCESS EASEMENT
SCALE 1--5.20m
i Alaaws'eT
25.1.4VAlfinfeLlgr 3‘.8
.5Ada0r0L'ial NT 85 ' -.P'4w70-0i3atin E
246Srn 32-53-V4A I'I ..0672..SrI2VACNE -
1 sctSXar.5EEo54F5.J
S4a9'Tw.2R2
P252M-12
0.-4— 4aESS EADWE67N'W
T -.4-.6V,,,-9103.25-6.52.2'50141,
T. 475.0
PONT OF
1 5EGAIPAING
A sirem'seir _IN tIif
u4I
—
I it
k •
OF .
1
tOWENCEWILL _
mst AgiroaerST 6.4R.111'
NVfett3.51'
NQ75,912.71V
P03.6t°
SP2'24 nu gm.
R=
E1-4-rrXr
L=?0,9.6i'
igartiiratt comes,.
5ea'tin J2-53-0
SCIP5.2.S7E 234.34'
, • , --I 35 DIY
I - - -I
I
- -
- - J1-- -1 7. Ti'
-'" - •
• te*Wit argial
fshin- Serfiarr 4 •
- - Pi'or 6tok 44,
1-3izar A-4J-rot2• Pox 23
.
-1 :A.P=45124MI21# 1-7
2
I
i400'51 21,r I.
59.9(
Soy* Liner, NE
1.efidgt .32-5,3-41
Ntle53-7.714' 45.04'
I
I
- R1761P5
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MIADOCS 23952787 4
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FLORIDA �yl�7 S. 4 No 4775
MIADOCS 23952787 4
EXHIBIT "I"
CONSTRUCTION ADMINISTRATION AGREEMENT
MIADOCS 23952787 4
Prepared by and return to:
Isabel C. Diaz, Esq.
Holland & Knight LLP
701 Brickell Avenue, Suite 3300
Miami, Florida 33131
EXHIBIT "J"
MEMORANDUM OF LEASE
[Space Above This Line For Recording Data]
MEMORANDUM OF GROUND LEASE
THIS MEMORANDUM OF GROUND LEASE (this "Memorandum") is made and
entered into as of this day of , by and between the CITY OF
MIAMI, a municipal corporation of the State of Florida, whose mailing address is 444 SW 2nd
Avenue, 10th Floor, Miami, Florida 33130, Attn. City Manager, ("Landlord"), and MIAMI
FREEDOM PARK, LLC, a Delaware limited liability company, whose mailing address is 800 S.
Douglas Road, 12th Floor, Coral Gables, Florida 33134, ("Tenant") (Landlord and Tenant are
sometimes together referred to herein as the "Parties," and separately as the "Party").
RECITAL
A. Pursuant to that certain Ground Lease for Miami Freedom Park Commercial
Development, effective as of (the "Lease"), by and between Landlord and Tenant,
Landlord leased to Tenant, and Tenant leased from Landlord, that certain parcel of real property
located in Miami -Dade County, Florida, legally described on Exhibit A, attached hereto and made
a part hereof, (the "Development Parcel").
B. Landlord and Tenant desire to execute this Memorandum to provide notice of
Tenant's rights, title and interest under the Lease and in and to the Development Parcel.
AGREEMENTS
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth
in the Lease, Landlord and Tenant hereby covenant and agree as follows:
1. Definitions. Unless otherwise defined herein, capitalized terms used in this
Memorandum shall have the meaning assigned to them in the Lease.
2. Lease. The Development Parcel has been leased to Tenant pursuant to the terms
and conditions of the Lease (as may be amended from time to time), which is incorporated by
MIADOCS 23952787 4
reference in its entirety in this Memorandum. In the event of any conflict or inconsistency between
this Memorandum and the Lease, the Lease shall control.
3. Lease Term. The Initial Term of the Lease shall commence on the Lease
Commencement Date and terminate on the last day of the thirty-ninth (39th) Lease Year following
the Lease Commencement Date, unless earlier terminated or extended as provided in the Lease.
The Lease Commencement Date of the Lease is
4. Options to Renew. Subject to the terms and conditions of the Lease, Tenant shall
have the right to exercise two (2) options to extend the Term, each for thirty (30) Lease Years.
5. Notice of Lien Prohibition. The Lease contains the following provision:
"The interest of Landlord in the Fee Estate shall not be subject in any way to any liens,
including construction liens, for Improvements to or other work performed in the
Development Parcel by or on behalf of Tenant. Tenant shall have no power or authority to
create any lien or permit any lien to attach to the Fee Estate and all mechanics, materialmen,
contractors, artisans, and other parties contracting with Tenant or its representatives or
privies as to the Development Parcel or any part of the Development Parcel are charged
with notice that they must look to the Tenant to secure payment of any bill for work done
or material furnished or for any other purpose during the Lease Tenn. These provisions
are made with express reference to Section 713.10, Florida Statutes. Landlord and Tenant
acknowledge and agree that for the purposes of this provision, improvements to be
performed by Tenant in accordance with this Lease shall not constitute the "pith" or
essence of this Lease, and any such improvements are being performed at Tenant' s sole
discretion. Tenant shall notify every contractor making Improvements to the Development
Parcel and supplier of materials for such Improvements that the interest of the Landlord in
the Development Parcel shall not be subject to liens."
6. Lease Controls. This Memorandum is executed and delivered by Landlord and
Tenant solely for the purpose of recording, in the Public Records of Miami -Dade County, Florida,
notice of the existence of the Lease, and, consequently, nothing contained in this Memorandum
shall be construed to change or alter the terms, conditions, or provisions of the Lease and reference
shall be made to the Lease itself for its terms, conditions, and provisions and the intent of Landlord
and Tenant regarding the leasing of the Development Parcel demised by the Lease. In the event of
any inconsistency between the terms of this Memorandum and the terms of the Lease, the terms
of the Lease shall control.
7. Termination. On the expiration of sooner termination of the Lease Term, Landlord
and Tenant shall execute a notice of termination in recordable form stating that the Lease is of no
further force or effect.
8. Counterparts. This Memorandum may be executed in any number of counterparts,
each of which shall be deemed an original, and all of which, when taken together, shall be deemed
to be one and the same document. Signature pages may be taken from a counterpart and attached
MIADOCS 23952787 4
to other counterparts to form one document, which shall constitute a fully executed document that
may be recorded.
9. Successors and Assigns. This Memorandum and the Lease shall bind and inure to
the benefit of the Parties and their respective successors and assigns, subject, however, to the
provisions of the Lease regarding assignment.
[SIGNATURES FOLLOW ON NEXT PAGE]
MIADOCS 23952787 4
IN WITNESS whereof, the Parties have signed this Memorandum as of the day and year
first above written.
Signed in the presence of: LANDLORD:
CITY OF MIAMI, a municipal corporation
of the State of Florida
Print Name:
Print Name: By:
Arthur Noriega
City Manager
ATTEST:
By:
Todd B. Hannon
City Clerk
APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM &
REQUIREMENTS: CORRECTNESS:
By: By:
Ann -Marie Sharpe, Director
Risk Management Depailment
STATE OF FLORIDA )
) ss:
COUNTY OF MIAMI-DADE )
Victoria Mendez
City Attorney
The foregoing instrument was acknowledged before me by means of n physical presence
or n online notarization, this day of , by Arthur Noriega, as the
City Manager of the CITY OF MIAMI, a municipal corporation of the State of Florida, on behalf
of the municipal corporation, who is personally known to me or who has produced
as identification.
[NOTARIAL SEAL]
Print Name:
Notary Public,
Commission #:
My Commission Expires:
MIADOCS 23952787 4
Signed in the presence of:
Print Name:
Print Name:
STATE OF FLORIDA )
) ss:
COUNTY OF MIAMI-DADE )
TENANT:
MIAMI FREEDOM PARK, LLC,
a Delaware limited liability company
By:
Name:
Title:
The foregoing instrument was acknowledged before me by means of n physical presence
or n online notarization, this day of , by , as
of MIAMI FREEDOM PARK, LLC, a Delaware limited liability company, on
behalf of said limited liability company, who is personally known to me or who has produced
as identification.
[NOTARIAL SEAL]
Print Name:
Notary Public,
Commission #:
My Commission Expires:
MIADOCS 23952787 4
Exhibit "A"
LEGAL DESCRIPTION OF DEVELOPMENT PARCEL
Parcel 1: (T6-8) (Leasehold Interest)
A PORTION OF UN -SUBDIVIDED LANDS LYING WITHIN THE NORTHEAST ONE -
QUARTER (1/4) OF SECTION 32, TOWNSHIP 53 SOUTH, RANGE 41 EAST, MIAMI-DADE
COUNTY, FLORIDA, SAID LANDS BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCE AT THE SOUTHWEST CORNER OF THE NORTHEAST ONE -QUARTER
(1/4) OF SAID SECTION 32; THENCE RUN ALONG THE SOUTH LINE OF THE
NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 88°08'18" EAST FOR
A DISTANCE OF 649.34 FEET TO A POINT; THENCE RUN NORTH 00°53'17" WEST FOR
A DISTANCE OF 45.01 FEET TO A POINT ON A LINE 45.00 FEET NORTH OF AND
PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE SAID SOUTH LINE OF
THE NORTHEAST ONE -QUARTER (1/4) OF SECTION 32; THENCE RUN ALONG THE
EASTERLY LIMITED ACCESS RIGHT-OF-WAY LINE OF N.W. 42ND AVENUE (LEJEUNE
ROAD) THE FOLLOWING FIVE (5) COURSES; (1) THENCE RUN NORTH 00°53'17" WEST
FOR A DISTANCE OF 59.96 FEET TO A POINT; (2) THENCE RUN NORTH 48°58'49" WEST
FOR A DISTANCE OF 562.53 FEET TO A POINT ON THE NEXT DESCRIBED CIRCULAR
CURVE CONCAVE TO THE NORTHEAST; (3) THENCE RUN NORTHWESTERLY ALONG
THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 470.00 FEET, A
CENTRAL ANGLE OF 41°10'52", A CHORD LENGTH OF 330.59 FEET ALONG A CHORD
BEARING OF NORTH 24°00'32" WEST, FOR A DISTANCE OF 337.81 FEET TO A POINT
OF TANGENCY; (4) THENCE RUN NORTH 03°25'06" WEST FOR A DISTANCE OF 623.61
FEET TO A POINT; (5) THENCE RUN NORTH 07°58'00" WEST FOR A DISTANCE OF
193.68 FEET TO A POINT ON A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS
MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE -
QUARTER (1/4) OF SAID SECTION 32; THENCE RUN ALONG A LINE 50.00 FEET EAST
OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE
OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 00°54'35"
WEST FOR A DISTANCE OF 992.21 FEET TO A POINT; THENCE RUN NORTH 88°49'41"
EAST FOR A DISTANCE OF 251.82 FEET TO A POINT; THENCE RUN NORTH 70°04'29"
EAST FOR A DISTANCE OF 285.46 FEET TO A POINT ON THE NORTH LINE OF SAID
SECTION 32; THENCE RUN ALONG THE NORTH LINE OF SAID SECTION 32, NORTH
87°24'21" EAST FORA DISTANCE OF 117.47 FEET TO THE POINT OF BEGINNING (1) OF
THE FOLLOWING DESCRIBED PARCEL OF LAND; THENCE CONTINUE ALONG THE
NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 491.99
FEET TO A POINT HEREINAFTER KNOWN AS POINT "A"; THENCE RUN SOUTH
02°55'37" EAST FOR A DISTANCE OF 150.97 FEET TO A POINT; THENCE RUN SOUTH
72°00'10" WEST FOR A DISTANCE OF 1164.70 FEET TO A POINT; THENCE RUN NORTH
07°20'O1" EAST FOR A DISTANCE OF 167.35 FEET TO A POINT OF CURVATURE OF A
CIRCULAR CURVE CONCAVE TO THE SOUTHEAST; THENCE RUN NORTHEASTERLY
ALONG THE ARC OF SAID CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF
MIADOCS 23952787 4
190.00 FEET, A CENTRAL ANGLE OF 62°44'26", A CHORD LENGTH OF 197.82 FEET AND
A CHORD BEARING OF NORTH 38°42'14" EAST, FOR AN ARC DISTANCE OF 208.06
FEET TO A POINT; THENCE RUN NORTH 70°04'27" EAST FOR A DISTANCE OF 492.97
FEET TO THE POINT OF BEGINNING.
TOGETHER WITH:
COMMENCE AT THE AFOREMENTIONED POINT "A"; THENCE RUN ALONG THE
NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FORA DISTANCE OF 958.69
FEET TO THE POINT OF BEGINNING "B" OF THE FOLLOWING DESCRIBED PARCEL
OF LAND; THENCE CONTINUE ALONG THE NORTH LINE OF SAID SECTION 32,
NORTH 87°24'21" EAST FORA DISTANCE OF 351.42 FEET TO A POINT; THENCE SOUTH
01°52'56" EAST FOR A DISTANCE OF 242.22 FEET; THENCE SOUTH 86°58'54" WEST FOR
A DISTANCE OF 346.60 FEET TO A POINT; THENCE NORTH 03°01'06" WEST FOR A
DISTANCE OF 244.78 FEET TO THE POINT OF BEGINNING "B"; CONTAINING 84,978
SQUARE FEET MORE OR LESS OR 1.951 ACRES MORE OR LESS.
Parcel 2: (CS Modified) (Leasehold Interest)
ALL THAT PORTION OF LEJEUNE GARDEN ESTATES SECTION 4, ACCORDING TO
THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 44 AT PAGE 23, OF THE PUBLIC
RECORDS OF MIAMI-DADE COUNTY, FLORIDA, LYING WITHIN THE BOUNDARY OF
THE FOLLOWING DESCRIBED LANDS, TOGETHER WITH UN -SUBDIVIDED LANDS
LYING WITHIN THE NORTHEAST ONE -QUARTER (1/4) OF SECTION 32, TOWNSHIP 53
SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA, SAID LANDS BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE AT THE SOUTHWEST CORNER OF THE NORTHEAST ONE -QUARTER
(1/4) OF SAID SECTION 32; THENCE RUN ALONG THE SOUTH LINE OF THE
NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 88°08'18" EAST FOR
A DISTANCE OF 649.34 FEET TO A POINT; THENCE RUN NORTH 00°53'17" WEST FOR
A DISTANCE OF 45.01 FEET TO A POINT ON A LINE 45.00 FEET NORTH OF AND
PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE SAID SOUTH LINE OF
THE NORTHEAST ONE -QUARTER (1/4) OF SECTION 32; THENCE RUN ALONG THE
EASTERLY LIMITED ACCESS RIGHT-OF-WAY LINE OF N.W. 42ND AVENUE (LEJEUNE
ROAD) THE FOLLOWING SIX (6) COURSES; (1) THENCE RUN NORTH 00°53'17" WEST
FOR A DISTANCE OF 59.96 FEET TO A POINT; (2) THENCE RUN NORTH 48°58'49" WEST
FOR A DISTANCE OF 562.53 FEET TO A POINT ON THE NEXT DESCRIBED CIRCULAR
CURVE CONCAVE TO THE NORTHEAST; (3) THENCE RUN NORTHWESTERLY ALONG
THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 470.00 FEET, A
CENTRAL ANGLE OF 28°08'25", A CHORD LENGTH OF 228.52 FEET ALONG A CHORD
BEARING OF NORTH 30°31'45" WEST, FOR A DISTANCE OF 230.84 FEET TO A POINT
ON A CIRCULAR CURVE CONCAVE TO THE EAST AND THE POINT OF BEGINNING
OF THE FOLLOWING DESCRIBED PARCEL OF LAND; (4) THENCE CONTINUE ALONG
SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 470.00 FEET, A CENTRAL ANGLE
OF 13°02'27", A CHORD LENGTH OF 106.74 FEET ALONG A CHORD BEARING OF
NORTH 09°56'20" WEST, FORA DISTANCE OF 106.97 FEET TO A POINT OF TANGENCY;
MIADOCS 23952787 4
(5) THENCE RUN NORTH 03°25'06" WEST FOR A DISTANCE OF 623.61 FEET TO A
POINT; (6) THENCE RUN NORTH 07°58'00" WEST FOR A DISTANCE OF 193.68 FEET TO
A POINT ON A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS MEASURED AT
RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF
SAID SECTION 32; THENCE RUN ALONG A LINE 50.00 FEET EAST OF AND PARALLEL
WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST
ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 00°54'35" WEST FOR A DISTANCE
OF 992.21 FEET TO A POINT; THENCE RUN NORTH 88°49'41" EAST FOR A DISTANCE
OF 251.82 FEET TO A POINT; THENCE RUN NORTH 70°04'29" EAST FOR A DISTANCE
OF 285.46 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 32; THENCE RUN
ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A
DISTANCE OF 117.47 FEET TO THE POINT; THENCE RUN SOUTH 70°04'27" WEST FOR
A DISTANCE OF 492.97 FEET TO A POINT OF CURVATURE OF A CIRCULAR CURVE
CONCAVE TO THE SOUTHEAST; THENCE RUN SOUTHWESTERLY ALONG THE ARC
OF SAID CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 190.00 FEET, A
CENTRAL ANGLE OF 62°44'26", A CHORD LENGTH OF 197.82 FEET AND A CHORD
BEARING OF SOUTH 38°42'14" WEST, FOR AN ARC DISTANCE OF 208.06 FEET TO A
POINT; THENCE RUN SOUTH 07°20'O1" WEST FOR A DISTANCE OF 167.35 FEET TO A
POINT; THENCE RUN NORTH 72°00'10" EAST FOR A DISTANCE OF 1164.70 FEET TO A
POINT; THENCE RUN SOUTH 02°55'37" EAST FOR A DISTANCE OF 357.95 FEET TO A
POINT; THENCE RUN NORTH 87°03'24" EAST FOR A DISTANCE OF 4.09 FEET TO A
POINT ON A NON -TANGENT CIRCULAR CURVE CONCAVE TO THE NORTHEAST;
THENCE RUN SOUTHERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE
LEFT, HAVING A RADIUS OF 573.52 FEET, A CENTRAL ANGLE OF 12°47'34", A CHORD
LENGTH OF 127.79 FEET AND A CHORD BEARING OF SOUTH 08°39'l0" EAST, FOR AN
ARC DISTANCE OF 128.05 FEET TO A POINT OF COMPOUND CURVATURE; THENCE
RUN SOUTHEASTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT,
HAVING A RADIUS OF 218.52 FEET, A CENTRAL ANGLE OF 46°30'17", A CHORD
LENGTH OF 172.54 FEET AND A CHORD BEARING OF SOUTH 38°18'05" EAST, FOR AN
ARC DISTANCE OF 177.36 FEET TO A POINT OF COMPOUND CURVATURE; THENCE
RUN EASTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING A
RADIUS OF 658.52 FEET, A CENTRAL ANGLE OF 22°55'46", A CHORD LENGTH OF
261.78 FEET AND A CHORD BEARING OF SOUTH 73°01'06" EAST, FOR AN ARC
DISTANCE OF 263.54 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN
EASTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING A
RADIUS OF 218.52 FEET, A CENTRAL ANGLE OF 46°30'17", A CHORD LENGTH OF
172.54 FEET AND A CHORD BEARING OF NORTH 72°15'52" EAST, FOR AN ARC
DISTANCE OF 177.36 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN
NORTHERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT HAVING A
RADIUS OF 573.52 FEET, A CENTRAL ANGLE OF 64°03'41", A CHORD LENGTH OF
608.36 FEET AND A CHORD BEARING OF NORTH 16°58'54" EAST, FOR AN ARC
DISTANCE OF 641.24 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN
NORTHWESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING
A RADIUS OF 218.52 FEET, A CENTRAL ANGLE OF 46°30'17", A CHORD LENGTH OF
172.54 FEET AND A CHORD BEARING OF NORTH 38°18'05" WEST, FOR AN ARC
DISTANCE OF 177.36 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN
MIADOCS 23952787 4
NORTHWESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING
A RADIUS OF 658.52 FEET, A CENTRAL ANGLE OF 10°30'38", A CHORD LENGTH OF
120.63 FEET AND A CHORD BEARING OF NORTH 66°48'32" WEST, FOR AN ARC
DISTANCE OF 120.80 FEET TO A POINT; THENCE RUN NORTH 71 °24' 19" WEST FOR A
DISTANCE OF 146.44 FEET TO A POINT; THENCE RUN ALONG THE NORTH LINE OF
SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 566.28 FEET TO A
POINT; THENCE RUN SOUTH 03°01'06" EAST FOR A DISTANCE OF 244.78 FEET TO A
POINT; THENCE RUN SOUTH 86°58'54" WEST FOR A DISTANCE OF 58.97 FEET TO A
POINT; THENCE RUN SOUTH 03°03'12" EAST FOR A DISTANCE OF 375.24 FEET TO A
POINT ON A NON -TANGENT CIRCULAR CURVE CONCAVE TO THE NORTHWEST;
THENCE RUN SOUTHWESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE
RIGHT, HAVING A RADIUS OF 420.29 FEET, A CENTRAL ANGLE OF 85°06'29", A
CHORD LENGTH OF 568.47 FEET AND A CHORD BEARING OF SOUTH 38°45'05" WEST,
FOR AN ARC DISTANCE OF 624.30 FEET TO A POINT ON THE NEXT DESCRIBED NON -
TANGENT CIRCULAR CURVE CONCAVE TO THE SOUTHEAST; THENCE RUN
SOUTHWESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING
A RADIUS OF 865.48 FEET, A CENTRAL ANGLE OF 84°37'16", A CHORD LENGTH OF
1165.19 FEET AND A CHORD BEARING OF SOUTH 41°20'31" WEST, FOR AN ARC
DISTANCE OF 1278.24 FEET TO A POINT REVERSE CURVATURE; THENCE RUN
SOUTHWESTERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE RIGHT,
HAVING A RADIUS OF 104.00 FEET, A CENTRAL ANGLE OF 87°57'0l", A CHORD
LENGTH OF 144.42 FEET AND A CHORD BEARING OF SOUTH 43°00'23" WEST, FOR AN
ARC DISTANCE OF 159.64 FEET TO A POINT; THENCE RUN SOUTH 86°58'54" WEST
FOR A DISTANCE OF 739.49 FEET TO THE POINT OF BEGINNING.
MIADOCS 23952787 4
EXHIBIT "K"
FORM OF OWNER'S AFFIDAVIT
OWNER'S AFFIDAVIT
BEFORE ME, the undersigned authority, personally appeared
, ("Affiant"), whose mailing address is
, who, after being duly sworn, as
required by law, declares, deposes and says:
1. Affiant is executing this affidavit on personal knowledge and as
of the City of Miami, a municipal corporation of the State
of Florida (the "City/Owner").
2. The City is the owner of that certain real property located in Miami -Dade County,
Florida and which is more particularly described property in Exhibit "A" attached hereto Error!
Reference source not found.(the "Property").
3. Except as may be set forth in the Commitment (the "Title Commitment") issued
by Holland & Knight LLP, as agent for Old Republic National Title Insurance Company,
evidenced by Commitment Number 21093394, with an effective date of at
and/or in the lien searches obtained in connection with insuring the Property and identified on
Exhibit "B" attached hereto (the "Lien Searches"), Affiant is not aware of any mechanic's liens
under Chapter 713 of the Florida Statutes filed against the Property or any portion thereof for work
commissioned by Owner; nor is Affiant aware of any repairs, improvements or other work done
to or labor materials or services bestowed upon the Property or any portion thereof within the past
ninety (90) days of which any or all of the cost of the same remains unpaid.
4. Affiant is not aware of any matters commissioned by Owner which are pending
against the Owner or the Property that could give rise to a lien that would attach to the Property
between the effective date of the Title Commitment and the actual date of recordation of the
Memorandum of Ground Lease providing notice of the execution of the lease of the Property by
the City and Miami Freedom Park, LLC, a Delaware limited liability company (the "Lease"), and
the Owner will not execute any instruments that would adversely affect the interest insured, except
as may be contemplated under the Lease.
5. Except as set forth in the Title Commitment and/or in the Lien Searches, to
Affiant's knowledge, the Property is free and clear of all liens (including mechanic's,
materialman's or laborer's liens), taxes, encumbrances, mortgages, claims, unrecorded easements,
demands and judgments of every nature, kind and description whatsoever, except for the lien of
real estate taxes for the current year and subsequent year.
6. To Affiant's knowledge, there are no parties in possession or having a right of
MIADOCS 23952787 4
possession in or to the Property, other than Delucca Enterprises, Inc. pursuant to that certain
Professional Services Agreement, dated June 1, 2004, as amended, and the Owner.
7. Affiant further states that he/she is familiar with the nature of an oath and with the
penalties as provided by the laws of the State of Florida for falsely swearing to statements made
in an instrument of this nature. Affiant further certifies that it has read the full facts of this
Affidavit, and understand its contents.
[SIGNATURE PAGE FOLLOWS]
2
MIADOCS 23952787 4
Dated this day of
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
AFFIANT:
The foregoing instrument was sworn to and subscribed before me by means of n physical
presence or n online notarization, this day of , by
as for the City of Miami, a municipal
corporation of the State of Florida, on behalf of the City, who is [ ] personally known to me or
[ ] who has produced as identification, and hereby acknowledges
the execution of the foregoing for the uses and purposes therein set forth.
[NOTARIAL SEAL] Print Name:
Notary Public, State of Florida
Commission #:
My Commission Expires:
3
MIADOCS 23952787 4
Exhibit "A"
Legal Description
Parcel 1: (T6-8) (Leasehold Interest)
A PORTION OF UN -SUBDIVIDED LANDS LYING WITHIN THE NORTHEAST ONE -
QUARTER (1/4) OF SECTION 32, TOWNSHIP 53 SOUTH, RANGE 41 EAST, MIAMI-DADE
COUNTY, FLORIDA, SAID LANDS BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCE AT THE SOUTHWEST CORNER OF THE NORTHEAST ONE -QUARTER
(1/4) OF SAID SECTION 32; THENCE RUN ALONG THE SOUTH LINE OF THE
NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 88°08'18" EAST FOR
A DISTANCE OF 649.34 FEET TO A POINT; THENCE RUN NORTH 00°53'17" WEST FOR
A DISTANCE OF 45.01 FEET TO A POINT ON A LINE 45.00 FEET NORTH OF AND
PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE SAID SOUTH LINE OF
THE NORTHEAST ONE -QUARTER (1/4) OF SECTION 32; THENCE RUN ALONG THE
EASTERLY LIMITED ACCESS RIGHT-OF-WAY LINE OF N.W. 42ND AVENUE (LEJEUNE
ROAD) THE FOLLOWING FIVE (5) COURSES; (1) THENCE RUN NORTH 00°53'17" WEST
FOR A DISTANCE OF 59.96 FEET TO A POINT; (2) THENCE RUN NORTH 48°58'49" WEST
FOR A DISTANCE OF 562.53 FEET TO A POINT ON THE NEXT DESCRIBED CIRCULAR
CURVE CONCAVE TO THE NORTHEAST; (3) THENCE RUN NORTHWESTERLY ALONG
THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 470.00 FEET, A
CENTRAL ANGLE OF 41°10'52", A CHORD LENGTH OF 330.59 FEET ALONG A CHORD
BEARING OF NORTH 24°00'32" WEST, FOR A DISTANCE OF 337.81 FEET TO A POINT
OF TANGENCY; (4) THENCE RUN NORTH 03°25'06" WEST FOR A DISTANCE OF 623.61
FEET TO A POINT; (5) THENCE RUN NORTH 07°58'00" WEST FOR A DISTANCE OF
193.68 FEET TO A POINT ON A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS
MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE -
QUARTER (1/4) OF SAID SECTION 32; THENCE RUN ALONG A LINE 50.00 FEET EAST
OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE
OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 00°54'35"
WEST FOR A DISTANCE OF 992.21 FEET TO A POINT; THENCE RUN NORTH 88°49'41"
EAST FOR A DISTANCE OF 251.82 FEET TO A POINT; THENCE RUN NORTH 70°04'29"
EAST FOR A DISTANCE OF 285.46 FEET TO A POINT ON THE NORTH LINE OF SAID
SECTION 32; THENCE RUN ALONG THE NORTH LINE OF SAID SECTION 32, NORTH
87°24'21" EAST FORA DISTANCE OF 117.47 FEET TO THE POINT OF BEGINNING (1) OF
THE FOLLOWING DESCRIBED PARCEL OF LAND; THENCE CONTINUE ALONG THE
NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 491.99
FEET TO A POINT HEREINAFTER KNOWN AS POINT "A"; THENCE RUN SOUTH
02°55'37" EAST FOR A DISTANCE OF 150.97 FEET TO A POINT; THENCE RUN SOUTH
72°00'10" WEST FOR A DISTANCE OF 1164.70 FEET TO A POINT; THENCE RUN NORTH
07°20'O1" EAST FOR A DISTANCE OF 167.35 FEET TO A POINT OF CURVATURE OF A
CIRCULAR CURVE CONCAVE TO THE SOUTHEAST; THENCE RUN NORTHEASTERLY
ALONG THE ARC OF SAID CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF
190.00 FEET, A CENTRAL ANGLE OF 62°44'26", A CHORD LENGTH OF 197.82 FEET AND
MIADOCS 23952787 4
A CHORD BEARING OF NORTH 38°42'14" EAST, FOR AN ARC DISTANCE OF 208.06
FEET TO A POINT; THENCE RUN NORTH 70°04'27" EAST FOR A DISTANCE OF 492.97
FEET TO THE POINT OF BEGINNING.
TOGETHER WITH:
COMMENCE AT THE AFOREMENTIONED POINT "A"; THENCE RUN ALONG THE
NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FORA DISTANCE OF 958.69
FEET TO THE POINT OF BEGINNING "B" OF THE FOLLOWING DESCRIBED PARCEL
OF LAND; THENCE CONTINUE ALONG THE NORTH LINE OF SAID SECTION 32,
NORTH 87°24'21" EAST FOR A DISTANCE OF 351.42 FEET TO A POINT; THENCE SOUTH
01°52'56" EAST FOR A DISTANCE OF 242.22 FEET; THENCE SOUTH 86°58'54" WEST FOR
A DISTANCE OF 346.60 FEET TO A POINT; THENCE NORTH 03°01'06" WEST FOR A
DISTANCE OF 244.78 FEET TO THE POINT OF BEGINNING "B"; CONTAINING 84,978
SQUARE FEET MORE OR LESS OR 1.951 ACRES MORE OR LESS.
Parcel 2: (CS Modified) (Leasehold Interest)
ALL THAT PORTION OF LEJEUNE GARDEN ESTATES SECTION 4, ACCORDING TO
THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 44 AT PAGE 23, OF THE PUBLIC
RECORDS OF MIAMI-DADE COUNTY, FLORIDA, LYING WITHIN THE BOUNDARY OF
THE FOLLOWING DESCRIBED LANDS, TOGETHER WITH UN -SUBDIVIDED LANDS
LYING WITHIN THE NORTHEAST ONE -QUARTER (1/4) OF SECTION 32, TOWNSHIP 53
SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA, SAID LANDS BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE AT THE SOUTHWEST CORNER OF THE NORTHEAST ONE -QUARTER
(1/4) OF SAID SECTION 32; THENCE RUN ALONG THE SOUTH LINE OF THE
NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 88°08'18" EAST FOR
A DISTANCE OF 649.34 FEET TO A POINT; THENCE RUN NORTH 00°53'17" WEST FOR
A DISTANCE OF 45.01 FEET TO A POINT ON A LINE 45.00 FEET NORTH OF AND
PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE SAID SOUTH LINE OF
THE NORTHEAST ONE -QUARTER (1/4) OF SECTION 32; THENCE RUN ALONG THE
EASTERLY LIMITED ACCESS RIGHT-OF-WAY LINE OF N.W. 42ND AVENUE (LEJEUNE
ROAD) THE FOLLOWING SIX (6) COURSES; (1) THENCE RUN NORTH 00°53'17" WEST
FOR A DISTANCE OF 59.96 FEET TO A POINT; (2) THENCE RUN NORTH 48°58'49" WEST
FOR A DISTANCE OF 562.53 FEET TO A POINT ON THE NEXT DESCRIBED CIRCULAR
CURVE CONCAVE TO THE NORTHEAST; (3) THENCE RUN NORTHWESTERLY ALONG
THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 470.00 FEET, A
CENTRAL ANGLE OF 28°08'25", A CHORD LENGTH OF 228.52 FEET ALONG A CHORD
BEARING OF NORTH 30°31'45" WEST, FOR A DISTANCE OF 230.84 FEET TO A POINT
ON A CIRCULAR CURVE CONCAVE TO THE EAST AND THE POINT OF BEGINNING
OF THE FOLLOWING DESCRIBED PARCEL OF LAND; (4) THENCE CONTINUE ALONG
SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 470.00 FEET, A CENTRAL ANGLE
OF 13°02'27", A CHORD LENGTH OF 106.74 FEET ALONG A CHORD BEARING OF
NORTH 09°56'20" WEST, FORA DISTANCE OF 106.97 FEET TO A POINT OF TANGENCY;
(5) THENCE RUN NORTH 03°25'06" WEST FOR A DISTANCE OF 623.61 FEET TO A
MIADOCS 23952787 4
POINT; (6) THENCE RUN NORTH 07°58'00" WEST FOR A DISTANCE OF 193.68 FEET TO
A POINT ON A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS MEASURED AT
RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF
SAID SECTION 32; THENCE RUN ALONG A LINE 50.00 FEET EAST OF AND PARALLEL
WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST
ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 00°54'35" WEST FOR A DISTANCE
OF 992.21 FEET TO A POINT; THENCE RUN NORTH 88°49'41" EAST FOR A DISTANCE
OF 251.82 FEET TO A POINT; THENCE RUN NORTH 70°04'29" EAST FOR A DISTANCE
OF 285.46 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 32; THENCE RUN
ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A
DISTANCE OF 117.47 FEET TO THE POINT; THENCE RUN SOUTH 70°04'27" WEST FOR
A DISTANCE OF 492.97 FEET TO A POINT OF CURVATURE OF A CIRCULAR CURVE
CONCAVE TO THE SOUTHEAST; THENCE RUN SOUTHWESTERLY ALONG THE ARC
OF SAID CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 190.00 FEET, A
CENTRAL ANGLE OF 62°44'26", A CHORD LENGTH OF 197.82 FEET AND A CHORD
BEARING OF SOUTH 38°42'14" WEST, FOR AN ARC DISTANCE OF 208.06 FEET TO A
POINT; THENCE RUN SOUTH 07°20'O1" WEST FOR A DISTANCE OF 167.35 FEET TO A
POINT; THENCE RUN NORTH 72°00'10" EAST FOR A DISTANCE OF 1164.70 FEET TO A
POINT; THENCE RUN SOUTH 02°55'37" EAST FOR A DISTANCE OF 357.95 FEET TO A
POINT; THENCE RUN NORTH 87°03'24" EAST FOR A DISTANCE OF 4.09 FEET TO A
POINT ON A NON -TANGENT CIRCULAR CURVE CONCAVE TO THE NORTHEAST;
THENCE RUN SOUTHERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE
LEFT, HAVING A RADIUS OF 573.52 FEET, A CENTRAL ANGLE OF 12°47'34", A CHORD
LENGTH OF 127.79 FEET AND A CHORD BEARING OF SOUTH 08°39'10" EAST, FOR AN
ARC DISTANCE OF 128.05 FEET TO A POINT OF COMPOUND CURVATURE; THENCE
RUN SOUTHEASTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT,
HAVING A RADIUS OF 218.52 FEET, A CENTRAL ANGLE OF 46°30'17", A CHORD
LENGTH OF 172.54 FEET AND A CHORD BEARING OF SOUTH 38°18'05" EAST, FOR AN
ARC DISTANCE OF 177.36 FEET TO A POINT OF COMPOUND CURVATURE; THENCE
RUN EASTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING A
RADIUS OF 658.52 FEET, A CENTRAL ANGLE OF 22°55'46", A CHORD LENGTH OF
261.78 FEET AND A CHORD BEARING OF SOUTH 73°01'06" EAST, FOR AN ARC
DISTANCE OF 263.54 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN
EASTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING A
RADIUS OF 218.52 FEET, A CENTRAL ANGLE OF 46°30'17", A CHORD LENGTH OF
172.54 FEET AND A CHORD BEARING OF NORTH 72°15'52" EAST, FOR AN ARC
DISTANCE OF 177.36 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN
NORTHERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT HAVING A
RADIUS OF 573.52 FEET, A CENTRAL ANGLE OF 64°03'41", A CHORD LENGTH OF
608.36 FEET AND A CHORD BEARING OF NORTH 16°58'54" EAST, FOR AN ARC
DISTANCE OF 641.24 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN
NORTHWESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING
A RADIUS OF 218.52 FEET, A CENTRAL ANGLE OF 46°30'17", A CHORD LENGTH OF
172.54 FEET AND A CHORD BEARING OF NORTH 38°18'05" WEST, FOR AN ARC
DISTANCE OF 177.36 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN
NORTHWESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING
MIADOCS 23952787 4
A RADIUS OF 658.52 FEET, A CENTRAL ANGLE OF 10°30'38", A CHORD LENGTH OF
120.63 FEET AND A CHORD BEARING OF NORTH 66°48'32" WEST, FOR AN ARC
DISTANCE OF 120.80 FEET TO A POINT; THENCE RUN NORTH 71 °24' 19" WEST FOR A
DISTANCE OF 146.44 FEET TO A POINT; THENCE RUN ALONG THE NORTH LINE OF
SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 566.28 FEET TO A
POINT; THENCE RUN SOUTH 03°01'06" EAST FOR A DISTANCE OF 244.78 FEET TO A
POINT; THENCE RUN SOUTH 86°58'54" WEST FOR A DISTANCE OF 58.97 FEET TO A
POINT; THENCE RUN SOUTH 03°03'12" EAST FOR A DISTANCE OF 375.24 FEET TO A
POINT ON A NON -TANGENT CIRCULAR CURVE CONCAVE TO THE NORTHWEST;
THENCE RUN SOUTHWESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE
RIGHT, HAVING A RADIUS OF 420.29 FEET, A CENTRAL ANGLE OF 85°06'29", A
CHORD LENGTH OF 568.47 FEET AND A CHORD BEARING OF SOUTH 38°45'05" WEST,
FOR AN ARC DISTANCE OF 624.30 FEET TO A POINT ON THE NEXT DESCRIBED NON -
TANGENT CIRCULAR CURVE CONCAVE TO THE SOUTHEAST; THENCE RUN
SOUTHWESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING
A RADIUS OF 865.48 FEET, A CENTRAL ANGLE OF 84°37'16", A CHORD LENGTH OF
1165.19 FEET AND A CHORD BEARING OF SOUTH 41°20'31" WEST, FOR AN ARC
DISTANCE OF 1278.24 FEET TO A POINT REVERSE CURVATURE; THENCE RUN
SOUTHWESTERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE RIGHT,
HAVING A RADIUS OF 104.00 FEET, A CENTRAL ANGLE OF 87°57'01", A CHORD
LENGTH OF 144.42 FEET AND A CHORD BEARING OF SOUTH 43°00'23" WEST, FOR AN
ARC DISTANCE OF 159.64 FEET TO A POINT; THENCE RUN SOUTH 86°58'54" WEST
FOR A DISTANCE OF 739.49 FEET TO THE POINT OF BEGINNING.
MIADOCS 23952787 4
Exhibit "B"
Lien Searches
MIADOCS 23952787 4
SCHEDULE 1.87
CONFIRMATION OF LEASE RENT COMMENCEMENT DATE
CONFIRMATION OF LEASE RENT COMMENCEMENT DATE
THIS CONFIRMATION OF LEASE RENT COMMENCEMENT DATE (the
"Agreement") is made and entered into as of this day of , by and between the
CITY OF MIAMI, a municipal corporation of the State of Florida, whose mailing address is 444
SW 2nd Avenue, 10th Floor, Miami, Florida 33130, Attn. City Manager, ("Landlord"), and MIAMI
FREEDOM PARK, LLC, a Delaware limited liability company, whose mailing address is 800 S.
Douglas Road, 12th Floor, Coral Gables, Florida 33134, ("Tenant") (Landlord and Tenant are
sometimes together referred to herein as the "Parties," and separately as the "Party").
RECITAL
WHEREAS, the Parties have previously executed and delivered that certain Ground Lease
for Miami Freedom Park Commercial Development (the "Lease") with a Lease Commencement
Date of , whereby Landlord leased to Tenant and Tenant leased from
Landlord, that certain parcel of real property located in Miami -Dade County, Florida and more
particularly described in the Lease; and
WHEREAS, Landlord and Tenant have agreed to memorialize the Lease Rent
Commencement Date as contemplated by Section 1.87 of the Lease;
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth
in the Lease, Landlord and Tenant hereby covenant and agree as follows:
1. Definitions. Unless otherwise defined herein, capitalized terms used in this
Agreement shall have the meaning assigned to them in the Lease.
2. Lease Rent Commencement Date. The Lease Rent Commencement Date of the
Lease is
3. Successors and Assigns. This Agreement shall bind and inure to the benefit of the
Parties and their respective successors and assigns, subject, however, to the provisions of the Lease
regarding assignment.
4. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original and all of which shall constitute a single instrument. Signature and
acknowledgement pages may be detached from individual counterparts and attached to a single or
multiple original(s) in order to form a single or multiple original(s) of this Agreement.
[SIGNATURES FOLLOW ON NEXT PAGE]
MIADOCS 23952787 4
IN WITNESS whereof, the Parties have signed this Agreement as of the day and year first
above written.
Signed in the presence of: LANDLORD:
CITY OF MIAMI, a municipal corporation
of the State of Florida
Print Name:
Print Name: By:
Arthur Noriega
City Manager
ATTEST:
By:
Todd B. Hannon
City Clerk
APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM &
REQUIREMENTS: CORRECTNESS:
By: By:
Ann -Marie Sharpe, Director
Risk Management Depaitment
STATE OF FLORIDA )
) ss:
COUNTY OF MIAMI-DADE
Victoria Mendez
City Attorney
The foregoing instrument was acknowledged before me by means of n physical presence
or n online notarization, this day of , by Arthur Noriega, as the
City Manager of the CITY OF MIAMI, a municipal corporation of the State of Florida, on behalf
of the municipal corporation, who is personally known to me or who has produced
as identification.
[NOTARIAL SEAL]
Print Name:
Notary Public,
Commission #:
My Commission Expires:
MIADOCS 23952787 4
Signed in the presence of:
Print Name:
Print Name:
STATE OF FLORIDA )
) ss:
COUNTY OF MIAMI-DADE )
TENANT:
MIAMI FREEDOM PARK, LLC,
a Delaware limited liability company
By:
Name:
Title:
The foregoing instrument was acknowledged before me by means of n physical presence
or n online notarization, this day of , by , as
of MIAMI FREEDOM PARK, LLC, a Delaware limited liability company, on
behalf of said limited liability company, who is personally known to me or who has produced
as identification.
[NOTARIAL SEAL]
Print Name:
Notary Public,
Commission #:
My Commission Expires:
MIADOCS 23952787 4
SCHEDULE 2.1
CONFIRMATION OF POSSESSION DATE
CONFIRMATION OF POSSESSION DATE
THIS CONFIRMATION OF POSSESSION DATE (the "Agreement") is made and
entered into as of this day of , by and between the CITY OF MIAMI, a municipal
corporation of the State of Florida, whose mailing address is 444 SW 2nd Avenue, 10th Floor,
Miami, Florida 33130, Attn. City Manager, ("Landlord"), and MIAMI FREEDOM PARK, LLC,
a Delaware limited liability company, whose mailing address is 800 S. Douglas Road, 12th Floor,
Coral Gables, Florida 33134, ("Tenant") (Landlord and Tenant are sometimes together referred
to herein as the "Parties," and separately as the "Party").
RECITAL
WHEREAS, the Parties have previously executed and delivered that certain Ground Lease
for Miami Freedom Park Commercial Development (the "Lease") with a Lease Commencement
Date of , whereby Landlord leased to Tenant and Tenant leased from
Landlord, that certain parcel of real property located in Miami -Dade County, Florida and more
particularly described in the Lease; and
WHEREAS, Landlord and Tenant have agreed to memorialize the Possession Date as
contemplated by Section 2.1(A) of the Lease;
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth
in the Lease, Landlord and Tenant hereby covenant and agree as follows:
1. Definitions. Unless otherwise defined herein, capitalized terms used in this
Agreement shall have the meaning assigned to them in the Lease.
2. Possession Date. The Possession Date under the Lease is
3. Acceptance of Condition. Tenant acknowledges that Tenant has inspected the
Development Parcel, is fully aware of the condition of the Development Parcel and accepts the
Development Parcel "as -is" in its current condition.
4. Successors and Assigns. This Agreement shall bind and inure to the benefit of the
Parties and their respective successors and assigns, subject, however, to the provisions of the Lease
regarding assignment.
5. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original and all of which shall constitute a single instrument. Signature and
MIADOCS 23952787 4
acknowledgement pages may be detached from individual counterparts and attached to a single or
multiple original(s) in order to form a single or multiple original(s) of this Agreement.
[SIGNATURES FOLLOW ON NEXT PAGE]
MIADOCS 23952787 4
IN WITNESS whereof, the Parties have signed this Agreement as of the day and year first above
written.
Signed in the presence of: LANDLORD:
CITY OF MIAMI, a municipal corporation
of the State of Florida
Print Name:
Print Name: By:
Arthur Noriega
City Manager
ATTEST:
By:
Todd B. Hannon
City Clerk
APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM &
REQUIREMENTS: CORRECTNESS:
By: By:
Ann -Marie Sharpe, Director
Risk Management Depailment
STATE OF FLORIDA )
) ss:
COUNTY OF MIAMI-DADE
Victoria Mendez
City Attorney
The foregoing instrument was acknowledged before me by means of n physical presence
or n online notarization, this day of , by Arthur Noriega, as the
City Manager of the CITY OF MIAMI, a municipal corporation of the State of Florida, on behalf
of the municipal corporation, who is personally known to me or who has produced
as identification.
[NOTARIAL SEAL]
Print Name:
Notary Public,
Commission #:
My Commission Expires:
MIADOCS 23952787 4
Signed in the presence of:
Print Name:
Print Name:
STATE OF FLORIDA )
) ss:
COUNTY OF MIAMI-DADE )
TENANT:
MIAMI FREEDOM PARK, LLC,
a Delaware limited liability company
By:
Name:
Title:
The foregoing instrument was acknowledged before me by means of n physical presence
or n online notarization, this day of , by , as
of MIAMI FREEDOM PARK, LLC, a Delaware limited liability company, on
behalf of said limited liability company, who is personally known to me or who has produced
as identification.
[NOTARIAL SEAL]
Print Name:
Notary Public,
Commission #:
My Commission Expires:
MIADOCS 23952787 4
SCHEDULE 2.2
CONFIRMATION OF LEASE COMMENCEMENT DATE
CONFIRMATION OF LEASE COMMENCEMENT DATE
THIS CONFIRMATION OF LEASE COMMENCEMENT DATE (the "Agreement")
is made and entered into as of this day of , by and between the CITY OF
MIAMI, a municipal corporation of the State of Florida, whose mailing address is 444 SW 2"
Avenue, 10th Floor, Miami, Florida 33130, Attn. City Manager, ("Landlord"), and MIAMI
FREEDOM PARK, LLC, a Delaware limited liability company, whose mailing address is 800 S.
Douglas Road, 12th Floor, Coral Gables, Florida 33134, ("Tenant") (Landlord and Tenant are
sometimes together referred to herein as the "Parties," and separately as the "Party").
RECITAL
WHEREAS, the Parties have previously executed and delivered that certain Ground Lease
for Miami Freedom Park Commercial Development (the "Lease"), whereby Landlord leased to
Tenant and Tenant leased from Landlord, that certain parcel of real property located in Miami -
Dade County, Florida and more particularly described in the Lease; and
WHEREAS, Landlord and Tenant have agreed to memorialize the Lease Commencement
Date as contemplated by Section 2.2(A) of the Lease;
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth
in the Lease, Landlord and Tenant hereby covenant and agree as follows:
1. Definitions. Unless otherwise defined herein, capitalized terms used in this
Agreement shall have the meaning assigned to them in the Lease.
2. Lease Commencement Date. The Lease Commencement Date of the Lease is
3. Successors and Assigns. This Agreement shall bind and inure to the benefit of the
Parties and their respective successors and assigns, subject, however, to the provisions of the Lease
regarding assignment.
4. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original and all of which shall constitute a single instrument. Signature and
acknowledgement pages may be detached from individual counterparts and attached to a single or
multiple original(s) in order to form a single or multiple original(s) of this Agreement.
[SIGNATURES FOLLOW ON NEXT PAGE]
MIADOCS 23952787 4
IN WITNESS whereof, the Parties have signed this Agreement as of the day and year first
above written.
Signed in the presence of: LANDLORD:
CITY OF MIAMI, a municipal corporation
of the State of Florida
Print Name:
Print Name: By:
Arthur Noriega
City Manager
ATTEST:
By:
Todd B. Hannon
City Clerk
APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM &
REQUIREMENTS: CORRECTNESS:
By: By:
Ann -Marie Sharpe, Director
Risk Management Depaitment
STATE OF FLORIDA )
) ss:
COUNTY OF MIAMI-DADE
Victoria Mendez
City Attorney
The foregoing instrument was acknowledged before me by means of n physical presence
or n online notarization, this day of , by Arthur Noriega, as the
City Manager of the CITY OF MIAMI, a municipal corporation of the State of Florida, on behalf
of the municipal corporation, who is personally known to me or who has produced
as identification.
[NOTARIAL SEAL]
Print Name:
Notary Public,
Commission #:
My Commission Expires:
MIADOCS 23952787 4
Signed in the presence of:
Print Name:
Print Name:
STATE OF FLORIDA )
) ss:
COUNTY OF MIAMI-DADE )
TENANT:
MIAMI FREEDOM PARK, LLC,
a Delaware limited liability company
By:
Name:
Title:
The foregoing instrument was acknowledged before me by means of n physical presence
or n online notarization, this day of , by , as
of MIAMI FREEDOM PARK, LLC, a Delaware limited liability company, on
behalf of said limited liability company, who is personally known to me or who has produced
as identification.
[NOTARIAL SEAL]
Print Name:
Notary Public,
Commission #:
My Commission Expires:
MIADOCS 23952787 4
SCHEDULE 15.3
FORM OF SUBLEASE NON -DISTURBANCE AND ATTORNMENT AGREEMENT
This SUBLEASE NON -DISTURBANCE AND ATTORNMENT AGREEMENT
("NDA") dated as of , is being entered among CITY OF MIAMI, a
municipal corporation of the State of Florida ("Landlord"), MIAMI FREEDOM PARK, LLC, a
Delaware limited liability company ("Tenant") and , a
("Subtenant").
RECITAL
WHEREAS, Landlord and Tenant entered into a certain Ground Lease dated
(the "Lease"), for the Development Parcel (as defined in the Lease) located in
Miami, Florida; and
WHEREAS, Subtenant desires to sublet from Tenant a portion of the Development Parcel
("Sublet Premises") in accordance with, and as described in, that certain sublease ("Sublease")
between Tenant, as sublessor, and Subtenant, as sublessee, a true and correct copy of which is
attached hereto as "Exhibit A," except that the Lease attached to the Sublease has been delivered
to all parties with the Sublease but the Lease is not attached as part of "Exhibit A" to this NDA.
AGREEMENTS
NOW, THEREFORE, incorporating the foregoing recitals by this reference, for good and
valuable consideration, the receipt and legal sufficiency of which are acknowledged, and intending
to be legally bound hereby, it is mutually covenanted and agreed as follows:
A. Definitions. Unless otherwise defined, all terms contained in this NDA shall, for
the purposes of this NDA, have the same meaning ascribed to them in the Lease.
B. Consent to Sublease. Pursuant to Section 15.3 of the Lease, Tenant has the right to
sublet the Sublet Premises [without the consent of the Landlord] I so long as the Sublease complies
with all terms and conditions of the Lease applicable to such Sublease (including, but not limited
to, Section 15.3(A)) and so long as the Sublet Premises is for a use consistent with the uses
permitted under the Lease. The Landlord hereby confirms that the Sublease is permitted under the
Lease. Landlord, Tenant and Subtenant, as applicable, expressly agree:
1. Except as expressly provided in this NDA, nothing contained in this NDA shall be
construed to modify or waive any of the covenants, agreements, terms, provisions, or conditions
contained in the Lease, or to waive any breach thereof, or any rights of Landlord or Tenant against
any person, firm, association or corporation liable or responsible for the performance thereof, or
to enlarge or increase Landlord's or Tenant's obligations or decrease Landlord's or Tenant's rights
1 Please note that, with respect to Affiliate Lease Transactions, the consent of the Landlord is required pursuant to
Section 15.1(C) of the Lease.
MIADOCS 23952787 4
under the Lease, and all covenants, agreements, terms, provisions and conditions of the Lease are
hereby mutually declared to be in full force and effect between Landlord and Tenant.
2. Tenant shall be and remain liable and responsible for the due keeping, performance
and observance of all the covenants, agreements, terms, provisions and conditions set forth in the
Lease on the part of Tenant to be kept, performed and observed and for the payment of Rent and
all other sums now and/or hereafter becoming payable thereunder.
3. The Sublease shall be subject and subordinate at all times to the Lease and to all of
the covenants, agreements, terms, provisions and conditions of the Lease and to this NDA, and
neither Tenant nor Subtenant shall do or permit anything to be done in connection with the
Subtenant' s occupancy of the Sublet Premises which would violate any of said covenants,
agreements, terms, provisions and conditions. Except as set forth in Paragraph 5 of this NDA,
nothing in this Paragraph 3 or elsewhere in this NDA or the Lease shall obligate Subtenant to
payment of monetary obligations under the Lease, including Rent or Tenant payments under
Article 3 of the Lease in excess of amounts for which Subtenant is obligated under the Sublease,
or to the performance of any of Tenant's obligations under the Lease with respect to any part of
the Development Parcel other than the Sublet Premises. Tenant and Subtenant confirm that for the
purpose of determining their respective rights and obligations under the Sublease, provisions of
the Lease have been incorporated in the Sublease, to the extent not inconsistent with the Sublease,
as if Tenant were landlord and Subtenant were tenant.
4. (a) Tenant and Subtenant agree that Landlord is not responsible for the payment
of any commissions or fees to any broker or other intermediary engaged by Tenant or Subtenant
in connection with the Sublease, this NDA, or any subsequent direct lease between Subtenant and
Landlord contemplated by this NDA, and each agrees to indemnify, defend and hold Landlord, its
employees, agents, officers, or instrumentalities, harmless from and against any claims, liability,
losses or expenses, including attorneys' fees, court costs and disbursements incurred by Landlord
during settlement, at trial or on appeal, in connection with any claims for a commission by any
broker or agent claiming compensation through the indemnifying party (Tenant or Subtenant, as
applicable) in connection with the Sublease, this NDA, or any subsequent direct lease between
Landlord and Subtenant contemplated by this NDA.
(b) Landlord represents to Subtenant that Landlord has not engaged, and will not
engage in the future, any broker or agent in connection with the Lease and any Sublease. In the
event Landlord engages any broker or agent in connection with any subsequent direct lease
between Landlord and Subtenant contemplated by this NDA, Landlord agrees that Subtenant is
not responsible for the payment of any commissions or fees to any such broker or agent, and.
5. Upon any termination of the Lease prior to the expiration of the then applicable
term, and all options or renewal terms, (a) the Sublease shall continue in full force and effect, (b)
[provided the Initial Threshold shall have been satisfied in accordance with the Lease,] Landlord
shall not disturb Subtenant's possession of the Sublet Premises on the terms and conditions set
forth in the Sublease and the provisions of the Lease incorporated therein, (c) Subtenant shall attorn
to Landlord and (d) Landlord shall succeed to all of the right, title and interest of Tenant as landlord
under the Sublease, and the Sublease shall become a direct lease between Landlord and Subtenant,
thereby establishing privity of estate and contract as between Landlord and Subtenant with the
MIADOCS 23952787 4
same force and effect as though the Sublease were originally made from Landlord in favor of
Subtenant; provided, however, that, in such event, Landlord shall not be responsible for any
monies on deposit with Tenant to the credit of Subtenant not received by Landlord; and Landlord
shall not (i) be liable for any act or omission of any prior landlord, including, without limitation,
Tenant, or for any fact, circumstance or condition existing prior to Landlord's termination of the
Lease or taking of possession; (ii) be bound by any rent or additional rent which any Subtenant
may have prepaid more than one (1) month in advance under the Sublease; (iii) be subject to any
offsets, claims or defenses which Subtenant might have against any prior landlord (including,
without limitation, Tenant) except to the extent Subtenant has such setoff right under the Sublease;
or (iv) be bound by any amendment to the Sublease entered into without Landlord's consent which
would have a material adverse effect on Landlord's rights or by any agreement in any Sublease to
construct or complete any Subtenant premises or any improvement thereof for any Subtenant, or
to indemnify any Subtenant for any loss resulting from a failure to timely deliver any Subtenant
premises (provided, however, that Landlord shall make casualty insurance proceeds received by it
for a loss suffered by Subtenant available for repair or reconstruction of such premises to the extent
provided for in the Sublease) and further provided, that if the minimum/base rent payable by
Subtenant is less than the Base Rent due under the Lease (calculated on a pro rata basis, if the
Sublease is for lease than the entire amount of the Development Parcel), such minimum/base rent
due under the Sublease shall be increased to be no less than such Base Rent. [Notwithstanding
anything to the contrary contained in this Agreement, Subtenant shall not be permitted to make
any vertical improvements to the Sublet Premises unless and until the Initial Threshold shall have
been satisfied in accordance with the Lease.]2
6. Upon termination of the Lease, Tenant shall have no further right to make new
demand on the security deposit held by the escrow agent under the Sublease, and Landlord shall
have the exclusive right to exercise the Tenant' s rights under the Sublease. Notwithstanding the
foregoing, if Tenant shall have made demand on the security deposit pursuant to the Sublease prior
to the termination of the Lease and the disposition of such demand shall not have been resolved
by the date of such termination, Tenant shall continue to have the right to prosecute its demand
against such security deposit in accordance with the provisions of the Sublease.
7. No alterations, additions (electrical or otherwise), or physical changes shall be
made to the Sublet Premises, except pursuant and subject to the covenants, agreements, provisions,
terms and conditions of the Lease.
8. Tenant and Subtenant represent that a true and correct copy of the executed
Sublease has been furnished to Landlord and agree that Landlord is not a party to the Sublease
and, except as otherwise provided in this NDA, is not bound by the provisions of the Sublease.
9. This NDA may not be changed orally, but only by an agreement in writing signed
by the party against whom enforcement of any change is sought.
2 The bracketed provisions in this Section 5 shall be removed from any NDA executed after the Initial Threshold is
satisfied.
MIADOCS 23952787 4
10. This NDA shall not be binding upon any party hereto unless and until it is signed
by all parties hereto.
11. Tenant and Landlord represent and warrant to Subtenant that the copy of the Lease
which is attached to the Sublease is correct and complete, and that the Lease is in full force and
effect and unamended. Subtenant shall not be bound by, and the Sublease shall not be deemed to
have incorporated therein, any amendment of the Lease unless Subtenant consents in writing to be
bound by such amendment.
12. All notices under this NDA shall be given in the manner set forth in Article 20 of
the Lease. Notices to Landlord shall be addressed to Landlord at the address set forth in the heading
of this NDA. Copies of demand and default notices to, and requests for consent from, Landlord
shall be given to Landlord's counsel as set forth in Article 2 of the Lease. Notices to Tenant and
Subtenant shall be addressed to the parties at the address set forth in the heading of this NDA until
Tenant and Subtenant have moved in to their respective portions of the Sublet Premises, after
which notices shall be addressed to them at their respective addresses in the Sublet Premises.
Copies of demand and default notices to, and requests for consent from, Tenant shall be given to
its general counsel at the address set forth in Article 21 of the Lease. Notices to Subtenant shall be
directed to the attention of
13. This NDA may be executed in two or more counterparts, in which event one
complete copy containing signatures pages with original signatures from each party shall be
deemed an original and shall constitute one and the same instrument. Facsimile signatures on this
document shall be treated as original signatures for all purposes.
14. The internal laws of the State of Florida shall govern the validity, performance and
enforcement of this NDA, notwithstanding any conflicts of law or choice of law principles to the
contrary. Landlord, Tenant and Subtenant hereby consent to the jurisdiction of the courts of the
State of Florida. The parties agree that venue shall lie exclusively in the courts located in Miami -
Dade County, Florida.
15. LANDLORD, TENANT AND SUBTENANT HEREBY WAIVE THE RIGHT
TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED
TO, THE SUBJECT MATTER OF THIS CONSENT. THIS WAIVER IS KNOWINGLY,
INTENTIONALLY, AND VOLUNTARILY MADE BY LANDLORD, TENANT AND
SUBTENANT AND EACH ACKNOWLEDGES THAT NONE OF THE PARTIES, NOR ANY
PERSON ACTING ON BEHALF OF ANY OTHER PARTY, HAS MADE ANY
REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN
ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. EACH OF LANDLORD, TENANT
AND SUBTENANT FURTHER ACKNOWLEDGE THAT IT HAS BEEN REPRESENTED
(OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS
CONSENT AND IN THE MAKING OF THIS WAIVER BY LEGAL COUNSEL, SELECTED
OF ITS OWN FREE WILL, AND THAT EACH HAS HAD THE OPPORTUNITY TO DISCUSS
THIS WAIVER WITH SUCH COUNSEL LANDLORD, TENANT AND SUBTENANT
FURTHER ACKNOWLEDGE THAT IT HAS READ AND UNDERSTANDS THE MEANING
AND RAMIFICATIONS OF THIS WAIVER PROVISION AND AS EVIDENCE OF SAME
HAS EXECUTED THIS CONSENT.
MIADOCS 23952787 4
16. Nothing in this NDA shall be deemed to create a partnership or joint venture
between or among any or all of Landlord, Tenant and Subtenant.
17. Nothing in this NDA shall confer any rights upon any entity other than the parties
and their respective successors and assigns; there are no third party beneficiaries to this NDA.
18. This NDA may be executed in counterparts, in which event one complete copy
containing multiple signature pages with one original signature by each party shall constitute one
original NDA.
[SIGNATURE PAGE FOLLOWS]
MIADOCS 23952787 4
ATTEST:
By:
Todd B. Hannon
City Clerk
LANDLORD:
CITY OF MIAMI, a municipal corporation
of the State of Florida
By:
Arthur Noriega
City Manager
APPROVED AS TO LEGAL FORM &
CORRECTNESS:
By:
Victoria Mendez
City Attorney
Signed in the presence of: TENANT:
MIAMI FREEDOM PARK, LLC,
a Delaware limited liability company
Print Name: By:
Name:
Print Name:
Title:
Signed in the presence of: SUBTENANT:
By:
Name:
Title:
Print Name:
Print Name:
MIADOCS 23952787 4
Exhibit A
Lease
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Landlord:
Tenant:
Lender:
SCHEDULE 23.2
FORM OF LANDLORD ESTOPPEL CERTIFICATE
CITY OF MIAMI, a municipal corporation of the State of Florida
("Landlord")
MIAMI FREEDOM PARK, LLC, a Delaware limited liability company
("Tenant")
("Lender")
Subtenant: ("Subtenant")
Landlord hereby certifies to Tenant and that:
1. Landlord is the landlord of real property (the "Development Parcel") located in
the City of Miami, Miami -Dade County, Florida, pursuant to a Ground Lease dated
(the "Lease") between Landlord and Tenant. Terms capitalized but not
defined herein shall have the same meanings ascribed to them in the Lease.
2. A true, correct, and complete copy of the Lease is attached hereto as Exhibit A.
The Lease constitutes the entire agreement between Landlord and Tenant. There have been no
amendments, written or oral, to the Lease.
3. The Lease is presently in full force and effect, and neither Landlord nor Tenant is
in default thereunder. There exist no facts that could constitute a basis for any such default under
the Lease upon the lapse of time or the giving of notice or both. There exist no offsets, claims,
counterclaims, or defenses of Landlord under the Lease against Tenant, and there exist no events
that would constitute a basis for any such offset, claims, counterclaim, or defense against Tenant
upon the lapse of time or the giving of notice or both.
4. Tenant has accepted possession of the Development Parcel.
5. The Lease Commencement Date under the Lease was
. The term of the Lease will expire on the last day of the thirty-
ninth (39th) Lease Year (as defined in the Lease), subject to Tenant's option to renew the Lease.
The first Lease Year began on
6. Tenant has the option to renew the term of the Lease for two additional terms of
thirty (30) Lease Years each. Each option may be exercised no later than one hundred eighty (180)
days and no earlier than three hundred sixty five (365) days prior to the expiration of the Initial
Term and the first Option, as applicable.
7. The Rent under the Lease is $ . The Rent has been paid through the
month of
8. Tenant has provided a security deposit in connection with the Lease.
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9. Landlord has not entered into any sublease, assignment, or any other agreement
transferring any of its interest in the Lease or the Development Parcel other than the Lease.
Landlord has not conveyed, mortgaged or assigned its interest in the Development Parcel or the
Lease.
10. Both Tenant and Landlord have performed all of their respective obligations under
the Lease and Landlord has no knowledge of any event which, with the giving of notice, the
passage of time or both, would constitute a default by Tenant under the Lease.
11. Tenant has no claim against Landlord and no offset or defense to the enforcement
of any of the terms of the Lease.
12. Landlord acknowledges that Tenant and its successors and assigns has the absolute
right to mortgage its leasehold interest in the Development Parcel to Lender, and that as a leasehold
mortgagee, Lender shall be entitled to all rights and privileges granted to a leasehold mortgagee
under the Lease or pursuant to law. If Lender forecloses on its leasehold mortgage and becomes
the holder of Tenant' s leasehold estate, Landlord shall recognize Lender as tenant under the Lease.
13. There are no sums due to Tenant from Landlord and no allowances or other
concessions (including free rent and credits) due to Tenant from Landlord that have not been paid
or otherwise provided by Landlord to Tenant prior to the date hereof.
14. All improvements or work required to be performed by Landlord have been
completed in accordance with the Lease and have been accepted by Tenant.
15. Tenant has not given any notice of termination under the Lease.
16. There are no actions, voluntary or otherwise, pending or, to the best knowledge of
Landlord, threatened against Tenant under the bankruptcy, reorganization, moratorium or similar
laws of the United States, any state thereof or any other jurisdiction.
17. All exhibits attached hereto are by this reference incorporated fully herein.
18. Landlord's current address for notices is as follows:
City Manager
444 SW 2nd Avenue, 10th Floor
Miami, Florida 33130
with a copy to:
City Attorney's Office
Attention: City Attorney
444 SW 2nd Avenue, 9th Floor
Miami, FL 33130
19. This Certificate is made and delivered as of the date set forth on the signature page.
This Certificate may be relied upon by Tenant, , the successors and assigns of
each of them (including any trust, trustee, servicer, and rating agency for any securitization that
includes Lender' s loan), any future leasehold mortgagee of Tenant and/or assignee and any title
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insurance company. This Certificate binds Landlord and its legal representatives, successors and
assigns.
[SIGNATURE APPEARS ON FOLLOWING PAGE]
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EXECUTED
LANDLORD:
CITY OF MIAMI, a municipal corporation
of the State of Florida
By:
Arthur Noriega
City Manager
ATTEST:
By:
Todd B. Hannon
City Clerk
APPROVED AS TO LEGAL FORM &
CORRECTNESS:
By:
Victoria Mendez
City Attorney
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EXHIBIT A
LEASE
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