HomeMy WebLinkAboutBack-Up Documents - MFP CAAOMM Updated Version: 3/8/22
CONSTRUCTION ADMINISTRATION AGREEMENT
by and among
CITY OF MIAMI,
a municipal corporation of the State of Florida,
MIAMI FREEDOM PARK, LLC,
a Delaware limited liability company,
and
INTER MIAMI STADIUM, LLC,
a Delaware limited liability company
Table of Contents
Page
ARTTICLE 1 CERTAIN DEFINED TERMS 2
ARTICLE 2 DEVELOPMENT OF DEMISED PROPERTY, CONSTRUCTION OF
STADIUM AND COMMERCIAL DEVELOPMENT, ENVIRONMENTAL
WORK, AND PARK SITE DEVELOPMENT 18
ARTICLE 3 FINANCING 37
ARTICLE 4 ENVIRONMENTAL COMPLIANCE 40
ARTICLE 5 INSURANCE; INDEMNIFICATION 43
ARTICLE 6 COMPLIANCE WITH APPLICABLE LAWS; LIMITATIONS OF LIABILITY
44
ARTICLE 7 DEFAULT 45
ARTICLE 8 NOTICES 48
ARTICLE 9 CONSTRUCTION OF TERMS AND MISCELLANEOUS 49
ARTICLE 10 REPRESENTATIONS AND WARRANTIES 52
ARTICLE 11 EQUAL OPPORTUNITY 54
ARTICLE 12 LIVING WAGE 55
ARTICLE 13 ARBITRATION 56
EXHIBIT A-1
EXHIBIT A-2
EXHIBIT A-3
EXHIBIT A-4
EXHIBIT A-5
EXHIBIT B
EXHIBIT C
EXHIBIT D
EXHIBIT E
EXHIBIT F-1
EXHIBIT F-2
EXHIBIT G
EXHIBIT H
LEGAL DESCRIPTION OF PARENT TRACT
LEGAL DESCRIPTION OF DEMISED PROPERTY
LEGAL DESCRIPTION OF STADIUM PARCEL
LEGAL DESCRIPTION OF DEVELOPMENT PARCEL
LEGAL DESCRIPTION OF PUBLIC PARK PARCEL
STADIUM PROJECT REQUIREMENTS
PRELIMINARY TRANSPORTATION MANAGEMENT PLAN
PARK PROJECT REQUIREMENTS
DESCRIPTION OF THE ENVIRONMENTAL WORK
RELEASE OF ALL CLAIMS, COVENANT NOT TO SUE AND HOLD
HARMLESS AGREEMENT
CONSTRUCTION EASEMENT AGREEMENT
ENTRANCE ROAD
DEVELOPMENT CONCEPT
CONSTRUCTION ADMINISTRATION AGREEMENT
THIS CONSTRUCTION ADMINISTRATION AGREEMENT (this "Agreement"),
dated as of [ ] (the "Effective Date"), is made by and among 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 (the "City"), 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 ("MEP"), and INTER MIAMI STADIUM,
LLC, a Delaware limited liability company, having its principal office and place of business at 800
S. Douglas Road, 7th floor, Coral Gables, Florida 33134 ("IMS"). The City, MFP and IMS shall
sometimes be referred to herein collectively as the "Parties," and each, individually, as a "Party",
or by their defined names as listed above.
RECITALS:
WHEREAS, the City is the owner in fee simple of approximately one hundred thirty one
(131) acres adjacent to the City's Grapeland Park, referred to herein as the "Parent Tract" and
legally described in Exhibit A-1, which Parent Tract includes approximately seventy-three (73)
acres of land legally described in Exhibit A-2 (the "Demised Property") and the approximately
fifty eight (58) acres of land intended for the development of public park land and legally described
in Exhibit A-5 (the "Public Park Parcel"); and
WHEREAS, Inter Miami CF, LLC, a Delaware limited liability company, ("IMCF"), is
the owner and operator of a Major League Soccer ("MLS") team known as Inter Miami (the
"Team"); and
WHEREAS, MFP and IMS have agreed to design, develop, and construct a first-class
soccer stadium (the "Stadium"), having a capacity for approximately 25,000 seats, and
concession, entertainment and retail areas, and amenities comparable with other recently
constructed MLS stadiums with similar capacity (the "Stadium Project" or the "Soccer Stadium
Development") on an approximately twelve (12) acres of land within the Demised Property, as
legally described on Exhibit A-3 hereto (the "Stadium Parcel"); and
WHEREAS, MFP has agreed, each in accordance with the terms and conditions set forth
in this Agreement, to (i) design and construct certain improvements to the Public Park Parcel (the
"Park Site Development") on behalf of the City to make it fully accessible and enjoyable to and
by all residents of the City; and (ii) investigate, remediate and otherwise address Environmental
Conditions on, to, or under the Parent Tract in order to receive a No Further Action Determination
(collectively, the "Environmental Work"); and
WHEREAS, MFP, through the Commercial Lease, has agreed to construct Hotel(s) and
the Office/Retail Project as set forth in the Development Concept, as may be amended, and/or
permitted by Applicable Laws and this Agreement, all on an approximately sixty one (61) acres of
land within the Demised Property (the "Development Parcel"), as legally described on Exhibit
A-4, (the Stadium Project, Commercial Development, Park Site Development, and Environmental
Work are sometimes collectively referred to herein as the "Project" or the "Major Project
Components");
WHEREAS, the City and MFP, contemporaneously with the execution of this Agreement
are entering into that certain Ground Lease for Soccer Stadium (the "Stadium Lease") with respect
to the operation, maintenance, and management of the Stadium and the Stadium Parcel; and
WHEREAS, the City and MFP, contemporaneously with the execution of this Agreement,
are entering into that certain Ground Lease for Miami Freedom Park Commercial Development
(the "Commercial Lease") with respect to the operation, maintenance, and management of the
Development Parcel; and
WHEREAS, the City, IMCF and MFP, contemporaneously with the execution of this
Agreement, are entering into that certain Non -Relocation Agreement (the "Non -Relocation
Agreement") pursuant to which IMCF agrees to play certain of its Home Matches (as defined in
the Non -Relocation Agreement) in the Stadium and MFP agrees to pay the Liquidated Damages
(as defined in the Non -Relocation Agreement) to the City if IMCF fails to do so (subject to the
terms and conditions set forth therein) as a material inducement to the City to enter into the Lease
Agreements; and
WHEREAS, in an effort 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, the City has agreed to
permit MFP (and IMS through the sublease of the Stadium Parcel) to re -develop the Parent Tract
as set forth in this Agreement and in the Lease Agreements; and
WHEREAS, IMS, regarding the Stadium Project, and MFP, regarding the other Major
Project Components, have agreed to develop and cause the construction and operation of the
Project at no cost to the City, while ensuring that the City receive (i) a financial return which meets
or exceeds fair market value through a minimum rent, profit sharing, or other similar financial
contribution, (ii) taxes for the Demised Property, and (iii) other community benefits; 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 for 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 lease the
Demised Property 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, on [
], the City Commission passed Resolution [ 1,
authorizing the execution of the Lease Agreements and the Non -Relocation Agreement.
NOW, THEREFORE, the Parties mutually covenant and agree that this Agreement is made
upon the agreements, terms, covenants and conditions hereinafter set forth below.
ARTICLE 1
CERTAIN DEFINED TERMS
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In addition to other capitalized terms as defined in the introductory recitals or elsewhere in
this Agreement, when used in this Agreement, the terms set forth below shall be defined as set
forth in this Article 1. Capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Stadium Lease, except for those terms which are not defined therein, which
shall have the meaning ascribed to them in the Commercial Lease. For the avoidance of doubt,
except as otherwise provided in this Agreement, if any provision contained herein is in conflict
with, or inconsistent with, any provision in the Stadium Lease or the Commercial Lease, the
provisions contained in this Agreement shall govern and control.
1.1
2.20(A).
"Access Prerequisites" shall have the meaning ascribed to such term in Section
1.2 "Affiliate" shall mean, for any Person, any other Person that such Person Controls.
1.3 "Agreement" shall have the meaning ascribed to such term in the introductory
paragraph of this Agreement, and includes all exhibits and schedules thereto and all amendments,
supplements, addenda or renewals thereof.
1.4 "Alternative Security" shall have the meaning ascribed to such term in
Section 3.2(B).
1.5 "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 Parent Tract and/or the Improvements or any part thereof.
1.6 "Approvals" shall have the meaning ascribed to such term in Section 2.17(B).
1.7 "Approved Plans and Specifications" shall have the meaning ascribed to such
term in Section 2.2(F) and, to the extent applicable, may also include (i) all application materials
or other materials necessary or required in connection with obtaining an applicable Entitlement,
and (ii) any and all other plans, drawings or renderings, including, as applicable with respect to
such Entitlement, design development plans, conceptual layouts and artistic or architectural
renderings, elevations, or plans. After the Completion of Construction of all Improvements,
Approved Plans and Specifications shall further include the plans and specifications for all the
work in connection with (i) the demolition or alteration of any existing improvements on the
Stadium Parcel, (ii) the alteration of the Improvements on the Public Park Parcel, and (iii) the
alteration and reconstruction of any portion of the Stadium Project, or other work required to be
done or performed hereunder, and shall include any changes, additions or modifications thereof,
provided the same are approved to the extent required herein.
1.8 "Approved Special Area Plan" shall mean the application approved by the City
providing entitlements for the construction of the Stadium Project and the Commercial
Development through a Special Area Plan (as defined by the City of Miami's zoning code — Miami
21), which approved plan may be amended from time -to -time pursuant to Applicable Law, but
subject to the limitations set forth in the Lease Agreements, as applicable.
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1.9
3.5(B).
"Bavwalk Contribution" shall have the meaning ascribed to such term in Section
1.10 `Bavwalk-Riverwalk Project" shall mean the improvement and expansion by the
City of the waterfront property abutting Biscayne Bay and/or the Miami River in order to increase
public access to the waterfront in accordance with the standards set forth in Sections 3(mm)(ii)-
(iv) of the Charter of the City of Miami, Florida, as amended, and Ordinance No. 13114, the Zoning
Ordinance of the City of Miami, Florida, as amended.
1.11 "Brownfield" means real property, the expansion, redevelopment, or reuse of
which may be complicated by actual or perceived environmental contamination.
1.12 "BSRA" means Brownfield Site Rehabilitation Agreement, as that term is defined
by the Brownfield Redevelopment Act, 376.77-85, Fla. Stat.
1.13 "Business Day" shall mean a day of the year that is not a Saturday, Sunday or Legal
Holiday.
1.14 "Certificate of Occupancy" shall mean either a final or temporary certificate
issued by the Governmental Agency and/or depailment authorized to issue a certificate of
occupancy or certificate of completion, as applicable, evidencing that the applicable building(s) is
(are) ready for occupancy in accordance with Applicable Laws.
1.15 "Change Order" shall mean a (i) written agreement between IMS, regarding the
Stadium Project, and MFP, regarding the other Major Project Components, and the Contractor,
Design Professional, or a Consultant (as the case may be) resulting in a Material Change in scope
of the Project, or any portion thereof, or (ii) a written directive issued or authorized by IMS,
regarding the Stadium Project, and MFP, regarding the other Major Project Components, to the
Contractor, Design Professional, or a Consultant (as the case may be) resulting in a Material
Change in scope of the Project.
1.16 "Change Order Documentation" shall have the meaning ascribed to such term in
Section 2.15(B).
1.17 "Charter Amendment" shall have the meaning ascribed to such term in the recitals
of this Agreement.
1.18 "City" shall have the meaning ascribed to such term in the introductory paragraph
of this Agreement.
1.19 "City Attorney" shall mean Victoria Mendez or her successor as City Attorney of
the City of Miami, Florida.
1.20 "City Commission" shall mean the City Commission of the City of Miami, Florida.
1.21 "City Indemnified Parties" shall have the meaning ascribed to such term in
Section 5.2(A).
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1.22 "City Manager" shall mean Arthur Noriega or his successor as City Manager of
the City of Miami, Florida.
1.23 "City Manager Approval Procedures" shall mean the following: For any matter
for which this Agreement requires City Manager Approval (each such matter an "Approvable
Matter"), the procedures stated in this section shall apply. Nothing in this Agreement shall require
the City or the City Manager to abrogate or disregard any Applicable Laws with respect to an
approval by the City issued or made in its municipal capacity.
(A) Standard of Approval. The City Manager, including any and all City agents,
shall consider Tenant's request for approval ("Approval Request") for any Approvable Matter in
good faith. City Manager shall not refuse, withhold, or condition approval unless the substance of
the Approval Request is objectively or commercially unreasonable or contrary to Applicable Law
("Unreasonable").
(B) Disqualified Persons or Prohibited Uses. If the Approval Request relates to
approval of a particular Person or use, City Manager may withhold approval if that Person is a
Disqualified Person or if the use is a prohibited use under Applicable Laws.
(C) Approval Request. The Party seeking approval shall deliver Approval
Requests to the appropriate City agency or depai anent, with a copy delivered to the City Manager.
(D) Response Time. Except as this Agreement expressly states otherwise, City
Manager or City agent, as the case may be, shall respond to any Approval Request within fifteen
(15) Business Days after receipt of all information reasonably required to issue a determination on
that Approvable Matter. If the City Manager or City agent, in good faith, believes the Party seeking
approval has not directed its Approval Request to the right agency or authority, then City Manager
or City agent, as the case may be, must state that and identify the correct agency or authority in its
response. If a City agent fails to respond to an Approval Request within the 15-Business Day
period as this paragraph requires, then the Party seeking approval shall notify City Manager of that
failure, in writing hand -delivered to the City Manager, with reasonable details of the Approvable
Matter.
(E) Reasons for Denial. The City Manager may request up to fifteen (15)
additional Business Days to respond to an Approval Request, if necessary by operation of
Applicable Law or otherwise reasonably required. If City Manager denies any Approval Request,
City Manager shall simultaneously give written details providing the basis of the City's
determination that such Approval Request is Unreasonable so as to warrant denial.
1.24 "Claim" shall have the meaning ascribed to such term in Section 5.2(A).
1.25 "Code" shall mean the Code of Ordinances of the City of Miami, Florida, or any
other Governmental Agency having jurisdictional authority over the Demised Property and future
development of the Demised Property.
1.26 "Comparable MLS Stadiums" shall mean, when comparing the design,
construction, maintenance and improvements of the Stadium, MLS facilities of reasonably
comparable size, age and features, as reasonably determined by the Parties, which, absent
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agreement between the Parties, shall be limited to the MLS Stadiums currently known as Allianz
Field in St. Paul, Minnesota, Bank of California Stadium in Los Angeles, California, Exploria
Stadium in Orlando, Florida, West End Stadium in Cincinnati, Ohio, Nashville Fairgrounds
Stadium in Nashville, Tennessee, Q2 Stadium in Austin, Texas, and New Columbus Crew Stadium
in Columbus, Ohio.
1.27 "Commencement of Construction" and "Commence(s) Construction" shall
mean the later of (i) the filing of the notice of commencement under Florida Statutes, Section
713.13, (ii) the issuance of a Notice to Proceed after satisfying the requirements of Section 2.10(A)
of this Agreement to commence construction of the applicable Improvements, and (iii) the readily
visible start of actual construction work with respect to the applicable Improvements, including,
without limitation, the pouring of the foundation, on -site utility, excavation or soil stabilization
work (but specifically excluding any ceremonial groundbreaking).
1.28 "Commencement of Construction Deadline" shall have the meaning ascribed to
such term in Section 2.10(B).
1.29 "Commercial Development" shall mean, collectively, the Hotel(s) and
Office/Retail Project, and any Public Infrastructure applicable thereto.
1.30 "Commercial Development Payment and Performance Bond" shall have the
meaning ascribed to such term in Section 3.3(B).
1.31 "Commercial Lease" shall have the meaning ascribed to such term in the recitals
of this Agreement.
1.32 "Completion of Construction" and "Complete Construction" shall mean, the
occurrence of all of the following: (i) the architect of record has signed and delivered to IMS,
regarding the Stadium Project, and MFP, regarding the other Major Project Components, a
certificate of final completion in accordance with the Approved Plans and Specifications and the
approved Construction Contract for the particular Improvements; (ii) a Certificate of Occupancy,
Certificate of Completion, or its equivalent, is issued for the Improvements pursuant to which the
occupancy and/or operation of the particular Improvements can be legally commenced, and (iii)
MFP has caused separate tax folio numbers to be issued for the Development Parcel, Stadium
Parcel, and Public Park Parcel. [PENDING FINALIZATION WITH MFP]
1.33
2.10(D).
"Completion Deadline" shall have the meaning ascribed to such term in Section
1.34 "Contractor" shall mean the construction manager, duly licensed pursuant to
Chapter 489, Florida Statutes, engaged by IMS, regarding the Stadium Project, and MFP,
regarding the other Major Project Components, responsible for constructing the Project, or any
portion thereof, pursuant to the Construction Contract, and such replacement contractor(s) as may
be selected in accordance with the terms herein from time to time.
1.35 "Construction Budget" shall mean the budget with respect to the Project, or any
portion thereof, including the Stadium Project Budget.
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1.36 "Construction Contract" shall mean the general contract with respect to the
Project, or any portion thereof, as well as the general, supplementary or supplemental conditions,
the drawings, the specifications, and all addenda issued prior to and modifications issued after
execution of the initial general contract.
1.37 "Construction Schedule" shall mean the construction schedule with respect to the
Project, or any portion thereof, which, when applicable, must be consistent with the deadlines set
forth in this Agreement.
1.38 "Consultant" shall mean the planning consultant, environmental consultant,
architectural/design consultant, or other professional either individually or in combination as the
context shall require, engaged by IMS, regarding the Stadium Project, and MFP, regarding the
other Major Project Components, responsible for planning, permitting, administering and
designing the Project, or any portion thereof, pursuant to a Consultant Contract, and such
replacement consultant(s) as may be selected by IMS or MFP from time -to -time; provided,
however, that no Consultant shall be on a Government List.
1.39 "Consultant Contract(s)" shall mean the agreement(s) to be entered into by and
between IMS, regarding the Stadium Project, and MFP, regarding the other Major Project
Components, and the Consultant(s) for the planning, design (including the Design Contract) and
construction administration of the Project, or any portion thereof, as such Consultant Contract may
be amended by IMS, regarding the Stadium Project, and MFP, regarding the other Major Project
Components, from time -to -time.
1.40 "Control" means the possession, directly or indirectly (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.
1.41 "Days" or "days" shall mean, except as specifically set forth herein, that any period
of time referred to in this Agreement of five (5) days or less shall be considered as Business Days,
and that any period of time referred to in this Agreement of more than five (5) shall be considered
as calendar days (unless specifically stated to the contrary), but if such period ends on day other
than a Business Day, then such period shall automatically extended until the next Business Day.
1.42 "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.
1.43 "Defaulting Party" shall have the meaning ascribed to such term in
Section 7.2(A).
1.44 "DERM" shall have the meaning ascribed to such term in Section 1.61.
1.45 "Design Contract" shall mean the agreement to be entered into by and between
IMS, regarding the Stadium Project, and MFP, regarding the other Major Project Components, and
the Design Professional selected for the design of the Stadium, or any portion thereof, as such
design contract may be amended or replaced from time to time.
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1.46 "Design Professional" shall mean the design professional for the design of the
Stadium or any portion thereof, as may be selected in accordance with this Agreement; provided,
however, that no Design Professional shall be on a Government List.
1.47 "Development Concept" shall mean and refer to the overall site plan to
accommodate the uses permitted pursuant to the Commercial Lease. An initial site plan generally
reflecting the Development Concept, as of the Lease Commencement Date set forth in the
Commercial Lease, is attached hereto as Exhibit H.
1.48 "Development Order" shall mean any order granting, denying, or granting with
conditions an application for a development permit, as defined in Florida Statute 163.3164(15).
1.49 "Development Parcel" shall have the meaning ascribed to such term in the recitals
to this Agreement.
1.50 "Development Permits" includes any building permit, zoning permit, subdivision
approval, rezoning, certification, special exception, variance, or any other official action of local
government having the effect of permitting the development of land, as defined in Florida Statute
163.3164(16).
1.51 "Development Sub -Parcel" shall have the meaning ascribed to such term in the
Commercial Lease.
1.52 "Disqualified Person" shall have the meaning ascribed to such term in the
Commercial Lease.
1.53 "Easements" shall have the meaning ascribed to such term in Section 2.20(B).
1.54 "Effective Date" shall have the meaning ascribed to such term in the preamble to
this Agreement.
1.55 "Entitlements" shall mean such final Development Permits, Development Order
approvals, zoning changes and any and all final land use approvals from Governmental Agencies
necessary to construct, use and operate the Demised Property in a manner consistent with the
Improvements or uses contemplated by the Project.
1.56 "Entrance Road" shall have the meaning ascribed to such term in Section 2.31.
1.57 "Environmental Activities" means any activities required by any Governmental
Agency pursuant to Environmental Law to investigate, correct and remediate a Release or
threatened Release. Such Environmental Activities shall include, without limitation, the
investigation, removal, restoration, remediation, and/or rehabilitation activities required by any
Governmental Agency pursuant to Environmental Law, including, without limitation, any required
sampling, testing, monitoring, document submittal, or reporting.
1.58 "Environmental Condition" means any event, circumstance or condition
constituting (i) a recognized environmental condition within the meaning of ASTM 1527-13; (ii)
the current or past Release or threatened Release of any Hazardous Material into the environment
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on the Parent Tract, whether originating from the Parent Tract or from off -site contamination or
pollution that has migrated thereto; or (iii) any violation of Environmental Laws at or on any part
of the Parent Tract.
1.59 "Environmental Law" means any federal, state or local law, statute, ordinance,
code, rule, regulation, license, authorization, decision, order, injunction, decree, or rule of common
law, and any judicial or agency interpretation of any of the foregoing, which pertains to health,
safety, any Hazardous Material, or the environment (including, but not limited to, ground or air or
water pollution or contamination, and underground or above ground tanks) and shall include
without limitation, the Solid Waste Disposal Act, 42 U.S.C. 6901 et seq.; the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, 42 U. S .C. Section 9601 et
seq. (CERCLA), as amended by the Superfund Amendments and Reauthorization Act of 1986.
(SARA); the Hazardous Materials Transportation Act 49 U.S.C. Section 1801 C 5-QQ; the Federal
Water Pollution Control Act, 33 U.S.C. Section 1251, et seq.; the Clean Air Act 42 U.S.C. Section
7401, et seq.; the Toxic Materials Control Act 15 U.S.C. Section 2601, et seq.; the Safe Drinking
Water Act, 42 U.S.C. Section 300f, et. seq.; Chapters 403, 376 and 373, Florida Statutes; Chapter
24 of the Miami -Dade County Code, and any other local, state or federal environmental statutes,
codes, or ordinances, and all rules, regulations, orders and decrees now or hereafter promulgated
under any of the foregoing, as any of the foregoing now exist or may be changed or amended or
come into effect in the future.
1.60 "Environmental Project Requirements" shall have the meaning ascribed to such
term in Section 2.3.
1.61 "Environmental Work" shall have the meaning ascribed to such term in the
recitals hereto; provided, however, that for purposes of the definition of Environmental Work with
respect to the Public Benefits Completion Deadline, the Environmental Work shall be deemed
complete upon Tenant achieving Park Site Development Completion and completing the
Environmental Work necessary to obtain a Certificate of Occupancy or certificate of use, as
applicable, for the Stadium, Parking for the Stadium, and Sports Fields, and requesting and
receiving acceptance from the Miami -Dade RER Division of Environmental Resource
Management ("DERM") of an engineer's completion report confirming that the Environmental
Work with respect to such Project components has been completed. The Tenant shall deliver the
engineer's completion report to the City Manager or the City Manager's designee
contemporaneously with the delivery of such report to DERM. In the event that DERM has neither
accepted nor declined to accept the engineer's report within thirty (30) days from Tenant's
submittal to DERM, then the Environmental Work shall be deemed complete, unless the City
Manager or the City Manager's designee notifies the Tenant (within the 30 day period provided
for DERM review) of an objection to the engineer's completion report based on its reasonable
conclusion that such Environmental Work fails to comply with applicable Environmental Law or
with the plans submitted by Tenant to DERM as set forth in Exhibit E.
1.62 "Event of Default" shall be as defined in Section 7.1 (as to Events of Default by
IMS or MFP) and Section 7.3 (as to Events of Default by the City).
1.63 "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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1.64 "Final Plans" shall have the meaning ascribed to such term in Section 2.2(E).
1.65 "First Phase of Commercial Development" or "Phase 1" shall mean the
development and construction of no less than 300,000 square feet of the Office/Retail Project and
150 Hotel rooms on the Development Parcel.
1.66 "First Tee Program" shall have the meaning ascribed to such term in Section 2.6.
1.67 "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 and/or zoning board) offices or instrumentalities of any nature
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 Parent Tract or
any aspect of the development or operation of the Project; provided, however, that such term shall
include the City only in its municipal capacity and not its proprietary capacity.
1.68 "Government List" shall have the meaning ascribed to such term in the
Commercial Lease.
1.69 "Hard Costs" shall mean all costs and expenses paid by IMS, regarding the
Stadium Project, and MFP, regarding the other Major Project Components, 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.
1.70 "Hazardous Material" means any substance, whether solid, liquid or gaseous,
which is listed, defined or regulated as a "hazardous material," "hazardous substance," "toxic
substance," a "hazardous waste" or "solid waste," or otherwise classified as hazardous or toxic, in
or pursuant to chapter 62-780 of the Florida Administrative Code and/or chapter 24 of the Code
of Miami -Dade County, Florida, and/or federal Environmental Law; or which is or contains
asbestos, radon, any polychlorinated biphenyl, or urea formaldehyde foam insulation.
1.71 "Hotel" shall mean one or more hotels (built in one or more phases) which (in the
aggregate between all hotels constructed within the Development Parcel): (i) shall have not less
than 750 hotel rooms and (ii) shall have not less than 20,000 square feet of conference space. With
respect to the hotel development, a minimum of 250 hotel rooms will be provided as full service
(meaning a hotel including amenities such as restaurant, gym, meeting space, and bell service).
1.72 "IMCF" shall have the meaning ascribed to such term in the recitals of this
Agreement.
1.73 "IMS" shall have the meaning ascribed to such term in the recitals of this
Agreement.
1.74 "Impositions" shall mean all taxes, including, but not limited to, 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 additions) with respect to the foregoing.
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The term "Impositions" shall include franchise fees, excises, license and permit fees, levies,
charges and taxes (including ad valorem real estate taxes on the land under the Demised Property
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 Demised
Property and/or Improvements.
1.75 "Improvements" shall mean, respectively, the Stadium Project, Hotel(s) and
Office/Retail Project and any other buildings to be constructed on the Demised Property, 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 Demised Property.
The term "Improvements" shall not, however, include any Public Infrastructure.
1.76 "Initial Threshold" shall mean the point in time when MFP certifies in writing to
the City (with confirmatory documentation) that MFP has (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 the City a
good and sufficient payment and performance bond assuring completion of the Soccer Stadium
Development, and (iii) delivered to the City a good and sufficient payment and performance bond
assuring completion of the Environmental Work.
1.77 "Institutional Control" means the restriction on use or access to a site to eliminate
or minimize exposure to contaminants; such restrictions may include, but are not limited to, deed
restrictions, restrictive covenants, or conservation easements.
1.78 "Lease Agreements" shall mean, collectively, this Agreement, the Commercial
Lease and the Stadium Lease.
1.79 "Legal Holiday" shall mean any day, other than a Saturday or Sunday, on which
the City's administrative offices are closed for business.
1.80 "Living Wage" shall have the meaning ascribed to such term in Section 12.1(B).
1.81 "Major Contractor(s)" shall mean each contractor and/or subcontractor under any
Construction Contract; provided, however, that no Major Contractor shall be on any Government
List.
1.82 "Major Improvements" shall mean any building to be constructed on the
Development Parcel containing more than 25,000 square feet of usable indoor space.
1.83 "Major Project Components" shall have the meaning ascribed to such term in the
recitals of this Agreement.
1.84 "Material Changes" shall mean a major modification to the proposed
Improvements that materially deviate from the Project Requirements or the Approved Plans and
Specifications previously approved by the City such that the changes (a) materially diminish any
of the programmatic elements of the Stadium Project Requirements, or (b) decrease the square
footage of any buildings constituting Improvements approved through the Approved Plans and
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Specifications by more than five percent (5%) as depicted on the prior Approved Plans and
Specifications (provided, however, that upon completing development that in the aggregate totals
1,000,000 square feet of Office/Retail Uses and 750 Hotel rooms, the requirement set forth in (b)
shall no longer be applicable, except for any changes that would reduce the aggregate total of
Office/Retail Uses below 1,000,000 square feet or reduce the number of Hotel rooms below 750),
or (c) move the footprint of any buildings constituting Improvements closer than one hundred
(100) feet from N.W. 37th Avenue.
1.85 "MFP" shall have the meaning ascribed to such term in the introductory paragraph
of this Agreement.
1.86 "MLS" shall have the meaning ascribed to such term in the recitals of this
Agreement
1.87 "Monetary Default" shall have the meaning ascribed to such term in Section
7.1(A).
1.88 "No Further Action Determination" or "NFA Determination" or "NFA" means
a Site Rehabilitation Completion Order (SRCO) or a conditional Site Rehabilitation Completion
Order (CSRCO), as those terms are defined in Chapter 62-780, Fla. Admin. Code, from the Florida
Department of Environmental Protection (FDEP), or a No Further Action Determination or a No
Further Action with Conditions determination from Miami -Dade County under Chapter 24 of the
Miami -Dade County, Florida Code, or similar determination from a federal, local or other
applicable Governmental Agency advising that no further action is necessary with respect to the
Release(s) of Hazardous Material(s) in order to meet the requirements of Environmental Law with
respect to such Release(s).
1.89 "Non -Defaulting Party" shall have the meaning ascribed to such term in Section
7.2(A).
1.90 "Nonmonetary Default" shall have the meaning ascribed to such term in Section
1.91 "Non -Party Affiliates" shall have the meaning ascribed to such term in Section
1.92 "Non -Relocation Agreement" shall have the meaning ascribed to such term in the
recitals of this Agreement.
1.93 "Non -Stadium Public Benefits" shall mean all the Public Benefits other than the
Stadium Project.
1.94 "Notice" shall have the meaning ascribed to such term in Section 8.2.
7.1(J).
9.17.
1.95 "Notice to Proceed" shall mean the written notice IMS, regarding the Stadium
Project, and MFP, regarding the other Major Project Components, gives to any prime construction
contractor to proceed with construction, demolition, or other development work on or adjacent to
the Demised Property, or any portion of either.
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1.96 "OFAC" shall mean the Office of Foreign Assets Control.
1.97 "Office/Retail Project" shall mean an art and entertainment center, including food
and beverage venues, office, retail, commercial, structured parking facility (which will contain the
Sports Fields), and other ancillary uses set forth in the Development Concept, as may be amended
or permitted by Applicable Laws and this Agreement, with no less than 1,000,000 square feet, in
the aggregate, of such uses.
1.98 "On" or "in" means when used in Article 4 with respect to the Parent Tract, means
"on, in, under, above or about."
1.99 "Parties" or "Party" shall have the meaning ascribed to such terms in the
introductory paragraph of this Agreement.
1.100 "Park Fund Contribution" shall have the meaning ascribed to such term in
Section 3.5(A).
1.101 "Park Payment and Performance Bond" shall have the meaning ascribed to such
term in Section 3.4.
1.102 "Park Plans" shall have the meaning ascribed to such term in Section 2.3.
1.103 "Park Project Requirements" shall have the meaning ascribed to such term in
Section 2.3.
1.104 "Park Site Development" shall have the meaning ascribed to such term in the
recitals.
1.105 "Park Site Development Completion" shall mean the date on which MFP
achieves (x) Completion of Construction of the Park Site Development in accordance with and
subject to the terms of the Park Project Requirements and Park Plans, and (y) completion of the
Environmental Work on the Public Park Parcel, as evidenced by Miami -Dade RER Division of
Environmental Resources Management's acceptance of an engineer's completion report,
indicating that the Environmental Work on the Public Park Parcel has been completed to the point
that the Public Park Parcel may be opened for public use. For avoidance of doubt, the issuance of
an NFA Determination is not necessary to achieve Park Site Development Completion, but the
foregoing shall not be deemed to modify or condition Tenant's obligation to obtain an NFA
Determination pursuant to this Agreement.
1.106 "Parking" shall mean the Parking for Stadium and Parking for Development
Parcel, collectively.
1.107 "Parking for Development Parcel" shall mean no less than the number of parking
spaces required by the Approved Special Area Plan to satisfy the parking requirements for the
Commercial Development.
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1.108 "Parking for Stadium" shall mean no less than the number of parking spaces
required by the Approved Special Area Plan to satisfy the parking requirements for the Stadium
Project, which may be located within the Development Parcel.
1.109 "Permit" shall mean any permit or authorization issued or required to be issued by
the appropriate Governmental Agency and/or department authorized to issue such permits or
authorizations, including, but not limited to, applicable permits for construction, demolition,
installation, foundation, dredging, filling, alteration, repair or installation of any building,
structure, sanitary plumbing, water supply, gas supply, electrical wiring or equipment, elevator or
hoist, HVAC, sidewalk, curbs, gutters, drainage structures, paving and the like.
1.110 "Person" means 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.
Lease.
1.111 "Phase" shall mean Phase 1, Phase 2, and/or Phase 3, as applicable.
1.112 "Possession Date" shall have the meaning ascribed to such term in the Commercial
1.113 "Project" shall have the meaning ascribed to such term in the recitals hereto.
1.114 "Project Manager Appointment" shall have the meaning ascribed to such term in
Section 2.12.
2.2(A).
1.115 "Project Requirements" shall have the meaning ascribed to such term in Section
1.116 "PRPs" shall have the meaning ascribed to such term in Section 4.1(D).
1.117 "Public Park Parcel" or "Park" shall have the meaning ascribed to such term in
the recitals. The Public Park Parcel is located wholly outside of the Demised Property.
1.118 "Public Benefits" shall mean (i) Environmental Work, (ii) Stadium, (iii) with
respect to each Development Sub -Parcel, (x)(a) fully excavated foundation areas, which
foundation areas will have been filled with clean fill in conformity with the soil management plan
approved by DERM, or (b) excavated foundations with partial or completed Improvements,
including excavated foundations in preparation of commencing vertical construction, for which a
Notice to Proceed has been issued, and (y) access to utility -related infrastructure, (iv) Sports Fields,
(v) Entrance Road and all roads, off -site ramps and transportation improvements and pedestrian
connections set forth in the Special Area Plan and necessary to obtain a Certificate of Occupancy
for the Stadium, (vi) Park Site Development (as evidenced by achieving Park Site Development
Completion), (vii) Parking for Stadium, and (viii) other Public Infrastructure necessary to obtain a
Certificate of Occupancy for the Stadium.
1.119 "Public Benefits Completion Deadline" shall have the meaning ascribed to such
term in Section 2.10(B).
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1.120 "Public Infrastructure" shall include all on -site and off -site infrastructure
required (including but not limited to by any platting and permitting process) for the development
of the Project pursuant to the Approved Special Area Plan or the requirements of any
Governmental Agency with permitting authority over the Improvements contemplated by, as
applicable, the Development Concept or the Stadium Development Concept, including, but not
limited to, the provision of, or upgrades and additions to, (i) storm water management/drainage
systems; (ii) grading and paving; (iii) water distribution and sanitary sewer systems; (iv) electrical
distribution and telecommunications systems; and (v) on -site and off -site roadways and roadway
improvements.
1.121 "Referendum" shall have the meaning ascribed to such term in the recitals of this
Agreement.
1.122 "Release" means any spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping, or disposing into the environment at or from
the Parent Tract, including migration to adjacent land, subsurface geology, surface water, or
ground water.
1.123 "Rent" shall have the meaning ascribed to such term in the Stadium Lease and the
Commercial Lease.
1.124 "Replat" shall have the meaning ascribed to such term in Section 2.17(A).
1.125 "Sanctioned Country" shall mean any country or territory subject to
comprehensive Sanctions (as of the Effective Date and without limitation, Cuba, Iran, North
Korea, Syria, and the Crimea region of Ukraine).
1.126 "Sanctions" shall mean economic sanctions administered by Office of Foreign
Assets Control (OFAC), the U.S. Depaitiuent of State, or any other applicable economic sanctions
authority.
1.127 "SAP Approval" shall mean a final, non -appealable order approving the Special
Area Plan by the City.
1.128 "SAP Challenge" shall mean the filing of a lawsuit or the initiation of a judicial or
administrative proceeding by a party un-Affiliated to MFP, including for this purpose any judicial
or administrative proceeding, challenging the validity of the SAP Approval or seeking to invalidate
or materially modify the SAP Approval.
1.129 "SAP Completion Deadline" shall have the meaning ascribed to such term in
Section 2.10(B).
1.130 "SAP Excusable Delays" shall mean delays in obtaining SAP Approval caused by
a SAP Challenge.
1.131 "SAP Extended Deadline" shall mean the SAP Initial Deadline as extended by
SAP Excusable Delays that are less than seven hundred thirty (730) days in the aggregate.
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1.132 "SAP Initial Deadline" shall mean five hundred forty-five (545) days from the
Lease Commencement Date (as defined in the Stadium Lease and Commercial Lease).
1.133 "SAP Outside Deadline" shall mean one thousand two hundred seventy (1,275)
days from the Lease Commencement Date (as defined in the Stadium Lease and Commercial
Lease).
1.134 "Schematic Design Package" shall have the meaning ascribed to such term in
Section 2.2(D).
1.135 "Second Phase of Commercial Development" or "Phase 2" shall mean the
development and construction of not less than an additional 300,000 square feet of the
Office/Retail Project and an additional 250 Hotel rooms on the Development Parcel.
1.136 "Special Area Plan" shall mean the application filed with the City seeking
approval of the Stadium and Commercial Development through a Special Area Plan (as defined
by the City of Miami's zoning code — Miami 21).
1.137 "Sports Fields" shall mean no fewer than [ 1 fields, including such features as
may be required by Applicable Law to permit use of such fields by the public, which may initially
be constructed partially over the parking facility situated along the western perimeter of the
Development Parcel and partially on ground level, as set forth in the Approved Special Area Plan.
1.138 "Stadium" shall have the meaning ascribed to such term in the recitals of this
Agreement.
1.139 "Stadium Construction Account" shall have the meaning ascribed to such term
in Section 3.2(A).
1.140 "Stadium Development Concept" shall mean and refer to the overall site plan to
accommodate the uses permitted pursuant to the Stadium Lease. An initial site plan generally
reflecting the Stadium Development Concept, as of the Lease Commencement Date set forth in
the Stadium Lease, is attached to the Stadium Lease as Exhibit D.
1.141 "Stadium Financing Documents" shall have the meaning set forth in Section
3.2(A).
1.142 "Stadium Lease" shall have the meaning ascribed to such term in the recitals of
this Agreement.
1.143 "Stadium Lender" shall have the meaning ascribed to such term in Section 2.1.
1.144 "Stadium Payment and Performance Bond" shall have the meaning ascribed to
such term in Section 3.2(B).
1.145 "Stadium Project" shall mean the overall development of the Stadium Parcel, as
described in the Stadium Development Concept and in the Approved Plans and Specifications to
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be submitted by IMS, as may be modified from time -to -time in the manner set forth in this
Agreement.
1.146 "Stadium Project Budget" shall have the meaning ascribed to such term in
Section 3.1.
1.147 "Stadium Project Requirements" shall have the meaning ascribed to such term
in Section 2.2(A).
1.148 "Stadium Parcel" shall have the meaning ascribed to such term in the recitals to
this Agreement.
1.149 "Team" shall have the meaning ascribed to such term in the recitals of this
Agreement.
1.150 "Term" shall mean the term of this Agreement commencing upon the Effective
Date and ending upon the Completion of Construction.
1.151 "Third Phase of Commercial Development" or "Phase 3" shall mean the
development and construction of not less than an additional 400,000 square feet of the
Office/Retail Project and an additional 350 Hotel rooms on the Development Parcel.
1.152 "Transportation Management Plan" shall have the meaning ascribed to such
term in Section 2.24.
1.153 "Unavoidable Delays" shall mean delays in performing any obligation under this
Agreement, which claim may only be made after the Possession Date and caused by any of the
following (despite obligor's reasonable diligent efforts) that do not exceed the Unavoidable Delays
Cap: (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 or substantial cessation of activities on the Stadium Parcel and 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, (vi) any order from a Governmental
Agency that requires the closure of all or a material portion of Miami Freedom Park Commercial
Development or the Soccer Stadium Development for reasons outside of the reasonable control of
MFP or IMS, as the case may be, and (v) a Material Litigation Event (as defined below). The
provisions of this article shall not operate to excuse MFP or IMS, as the case may be, from the
payment of Rent under the Stadium Lease or the Commercial Lease or from surrendering the
Stadium Parcel or Development Parcel at the end of the applicable Lease Term, or from the
obligations to maintain insurance, and shall not operate to extend the applicable Lease Term.
Delays or failures to perform resulting from lack of funds or the increased cost of obtaining labor
and materials (regardless of reason) shall not be deemed Unavoidable Delays. For purposes hereof,
the term "Material Litigation Event" shall mean the filing by an Unaffiliated Third Party of a
lawsuit challenging the validity of this Agreement or seeking to stop, materially delay, or
materially impede the commencement or continuation of construction on the Stadium Parcel or
Development Parcel, provided that, MFP or IMS, as the case may be, proves that such litigation
has materially delayed commencement or continuation of construction thereof. For purposes
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hereof, the term "Unavoidable Delays Cap" shall mean a total of 730 days in the aggregate; and
the term "Unaffiliated Third Party" shall mean a person or entity that (i) has no interest in or
affiliation with MFP, MBU, IMS, IMCF or IMS, and (ii) is not a provider of labor, materials or
other services to any portion of the Project.
ARTICLE 2
DEVELOPMENT OF DEMISED PROPERTY, CONSTRUCTION OF STADIUM AND
COMMERCIAL DEVELOPMENT, ENVIRONMENTAL WORK, AND PARK SITE
DEVELOPMENT
2.1 Facilities to be Constructed at No Cost to City. MFP, as the tenant of the Stadium
Parcel and Development Parcel and IMS, as the subtenant of the Stadium Parcel, shall pay or cause
the payment of the entire cost of all Improvements and Public Benefits and any alterations thereof
such that the City will not be obligated to assume any costs related thereto. This obligation shall
include the obligations to (x) cause the retainage of any general contractors, project managers
and/or any other person or entity necessary for the design, development and construction of the
Stadium Parcel and the Development Parcel and (y) cause the payment of costs associated with,
as applicable and if necessary, utility connections, capacity, concurrency and impact fees payable
to any Governmental Agencies imposing the same, including sewer, water, transportation, school,
or educational facilities or land, park facilities or land, fire/EMS facilities or land, or service impact
fees, but subject to any applicable credits available pursuant to Applicable Law. On or before the
Possession Date, IMS shall provide the City with a "highly confident" letter or other evidence of
financing from a Leasehold Mortgagee (as such term is defined in the Stadium Lease) or other
lender or financial institution (such party regarding the Stadium Project, the "Stadium Lender")
affirming the opinion of such lender or other financial institution that it will be able to arrange
financing necessary to Complete Construction of the Stadium based on then -current market
conditions and subject to standard terms and conditions with respect to such "highly confident"
letter or other evidence of financing. Notwithstanding anything herein to the contrary and in
accordance with Section 3.1, the City shall not be responsible for any costs and expenses
associated with or related to the construction of the Project or Improvements, including, but not
limited to, the design, development, construction, capital replacement, operation and/or
maintenance of the Stadium, Hotel, or other Commercial Development. MFP shall be responsible
for all costs associated with the construction and installation of the improvements identified on
Exhibit D on the Public Park Parcel pursuant to the terms of this Agreement. IMS, regarding the
Stadium Project, and MFP, regarding the other Major Project Components, shall be responsible
for ensuring that all legal requirements and Applicable Laws are met with respect to the
development thereof, including securing all necessary Permits and zoning.
2.2 Project Requirements; Approval Rights.
(A) IMS and/or MFP shall design, develop, and construct the Stadium (and the
Stadium Parcel shall be used solely for the Permitted Use, as such term is defined in the Stadium
Lease), which IMS shall cause to be designed and constructed substantially in accordance with a
Stadium Project program statement, attached hereto and made a part hereof as Exhibit B, and the
Stadium Development Concept (the "Stadium Project Requirements", and together with the
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Park Project Requirements (as hereinafter defined), and the Environmental Project Requirements
(as hereinafter defined), the "Project Requirements"), as attached hereto as Exhibit B. MFP shall
design, develop, and construct the Commercial Development in accordance with the Development
Concept and the Development Parcel shall be used solely for the Permitted Uses, as such term is
defined in the Commercial Lease. The Parties acknowledge and agree that the Project
Requirements and Development Concept represent a general framework and scope of design for
the Public Benefits and the Stadium Project Requirements include a quality standard similar to
Comparable MLS Stadiums. IMS, regarding the Stadium Project, and MFP, regarding the other
Major Project Components, may make modifications to the Stadium Development Concept and
the Development Concept that do not constitute a Material Change without the approval of the
City. The City shall have sole approval rights over any material modifications or amendments to
the Park Project Requirements.
(B) IMS, regarding the Stadium Project, and MFP, regarding the other Major
Project Components, shall cause the Project to be constructed on the Demised Property
substantially in accordance with all applicable Approved Plans and Specifications (as hereinafter
defined) and, if applicable, with the Project Requirements and the terms and conditions of this
Agreement. On or prior to the issuance of a Certificate of Occupancy for the Stadium or any other
structures or improvements on the Demised Property (excluding any sales, maintenance or similar
facilities controlled by MFP or IMS), MFP shall: (i) achieve Park Site Development Completion;
(ii) comply with the requirements of the "No Net Loss Policy" set forth in the City's
Comprehensive Neighborhood Plan; and (iii) Complete Construction of the Public Benefits, except
for obtaining a Certificate of Occupancy for the Stadium. The Parties hereby acknowledge that
the SAP Approval is sufficient and definitive evidence of compliance with such "No Net Loss
Policy", as Applicable Law requires SAP Approval to be consistent with the City's Comprehensive
Neighborhood Plan.
(C) The City shall have the right to appoint a landlord representative (the
"Landlord Representative") with respect to the Commercial Development to ensure the
Commercial Development is meeting the requirements of this Agreement, the Commercial Lease,
and the Referendum. MFP shall keep the City informed regarding the progress of the Major
Improvements, including any material issues that may impact the foregoing or the schedule for
completion of the Commercial Development in the manner set forth in Section 2.16. The City shall
also have the right to review all material development, design and construction documents related
to the Commercial Development to ensure compliance with this Agreement, the Commercial
Lease, and the Referendum.
(D) Schematic Design Package. (i) IMS shall submit to the City schematic
design plans for the initial construction of the Stadium and associated Improvements within the
Stadium Parcel, setting forth conceptual site layouts and plans, sections and elevations (the
"Stadium Schematic Design Package") and (ii) MFP and/or IMS shall submit to the City
schematic design plans for the initial construction of the Non -Stadium Public Benefits, setting
forth, as applicable, conceptual site layouts and plans, sections and elevations (the "Non -Stadium
Schematic Design Package", and together with the Stadium Schematic Design Package, the
"Schematic Design Packages").
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(E) Final Plans. Upon approval by the City of a Schematic Design Package in
the manner set forth in Section 2.2(F), IMS, regarding the Stadium Schematic Design Package,
and MFP, regarding the Non -Stadium Schematic Design Package, shall cause the completion of
the applicable design development package ("Design Development") and the plans for
construction and permitting of the applicable Improvements ("Construction Documents").
During this timeframe, the City shall have the right to review and provide input at the following
milestones in accordance with the timeframes and standards provided in Section 2.2(F): 25%, 75%
and 100% of the Design Development and 25%, 75% and 100% of the Construction Documents
((x) collectively, the Schematic Design Package, Design Development, and Construction
Documents, shall be referred to as the "Design Package(s)" and (y) 100% of the Construction
Documents shall be referred to as the "Final Plans"). Final Plans shall include such elements
(including, as applicable, without limitation, infrastructure, elevations, site plans, colors, Signage
plans, lighting, materials, access, utilities, security, setbacks, floor plans and landscape plans) as
required to obtain building permits for the applicable Improvements.
(F) Approval Timeframes and Standards. The Design Packages shall be
subject to the City's prior approval upon each milestone set forth in Section 2.2(E). The City shall
not unreasonably withhold, delay, condition or deny its approval of the Design Packages or any
revisions thereto to the extent that such Design Packages substantially conform in all material
respects to, if applicable, the previous approval of the Schematic Design Packages (as modified to
address any applicable comments from the City), the Project Requirements and Applicable Law.
The City shall have a period of thirty (30) days following receipt of each Schematic Design
Package and fifteen (15) Business Days following receipt of Design Development and
Construction Documents and any revisions thereto within which to review and approve or
disapprove such Schematic Design Package, Design Development, or Construction Documents,
or any such revisions thereto. Any comments or revisions requested by the City, and approved by
MFP, for incorporation into the design will be incorporated into the following submission
milestone; provided, however, that resubmittals of the applicable Design Package prior to the
milestones set forth above shall not be required. MFP shall have the express right to make
modifications to any and all Design Packages so long as they substantially conform with the
Project Requirements and Applicable Laws. The Schematic Design Packages, Design
Development, and Construction Documents shall be submitted to the City in the form of a CAD
file, together with a pdf copy, by email, and two (2) hard copy prints. The Final Plans for the
Demised Property are herein referred to in this Agreement as the "Approved Plans and
Specifications." For avoidance of doubt, to the extent that the City fails to provide comments
within the approval timeframes specified above, then MFP shall have the right to proceed to the
next milestone and, to the extent that the City does not provide comments within such approval
timeframes after submission of the 100% Construction Documents, proceed to submit for building
permits with respect thereto; provided, however, that, under such circumstances, notwithstanding
any language contained in this Agreement to the contrary, MFP acknowledges that (x) MFP
proceeds with such work at its own risk, (y) MFP maintains an independent duty and obligation to
complete the development contemplated by this Agreement in a manner consistent with the Project
Requirements and Applicable Law, including, without limitation, the redesign and reconstruction
of any component of the Project as may be necessary to bring such component in compliance with
Project Requirements or Applicable Law, and (z) the City shall be entitled to exercise all rights
and remedies under this Agreement to bring such development into compliance with the Project
Requirements and Applicable Law.
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2.3 Park Rehabilitation and Environmental Work. MFP shall complete (i) the Park
Site Development on behalf of the City in accordance with the program elements set forth in
Exhibit D (the "Park Project Requirements") and (ii) the Environmental Work in accordance
with the requirements set forth in Exhibit E (the "Environmental Project Requirements"). MFP
shall be responsible for the selection, oversight, and management of all portions of the Park Site
Development and Environmental Work, including but not limited to, engaging all contractors and
consultants necessary to design, construct and remediate and complete all Environmental Work in
a diligent, competent and professional manner, all in accordance with the provisions of this
Agreement, Environmental Laws and Applicable Laws. MFP shall submit the Park Plans within
time frames that will allow MFP to obtain Permits for same reasonably concurrently with the
Permits for the Stadium Project and/or other Projects. MFP shall commence and complete the Park
Site Development so as to ensure completion thereof contemporaneously with the Completion of
Construction of the Stadium Project.
2.4 Public Park Parcel Uses and Maintenance.
(A) The Parties recognize and acknowledge that the manner in which the Public
Park Parcel is developed, used and operated and the Environmental Work are matters of critical
importance to the City, MFP, and to the general welfare of the community. The City and MFP
agree that each will perform their respective obligations in a manner consistent with this
Agreement, the intent of which is to promote the development and use of public parks within the
City of Miami. The City shall maintain the Public Park Parcel in the manner set forth in Section
10.2 of the Commercial Lease.
(B) All improvements constructed by MFP and located on the Public Park
Parcel and all material and fixtures provided by MFP or on its behalf that are incorporated into or
become a part of the improvements located on the Public Park Parcel shall, upon being added
thereto or incorporated therein, be and remain the property of the City, excluding, however, any
personal property of MFP or its contractors and invitees.
(C) Public Park Parcel Liens. The fee simple interest of the City in the Public
Park Parcel shall not be subject in any way to any liens, including construction liens, for
improvements to or other work performed in the Public Park Parcel by or on behalf of MFP. MFP
shall notify every contractor making improvements to the Public Park Parcel that the interest of
the City in the Public Park Parcel shall not be subject to liens. If any lien is filed against the Public
Park Parcel for work or materials claimed to have been furnished to MFP or any other Parties
hereto, MFP shall cause it to be discharged of record or properly transferred to a bond under
Section 713.24, Florida Statutes in the manner set forth in Article 12 of the Commercial Lease.
Further, MFP shall indemnify, defend, and save the City harmless from and against any damage
or loss, including reasonable attorneys' fees, incurred by City as a result of any liens or other
claims from contractors for payment related to work performed in the Public Park Parcel by or on
behalf of MFP.
2.5 Youth Sports Commitment. Upon Completion of Construction of all or a portion
of the Sports Fields, MFP shall establish a public registration system, in form and substance
preapproved by City in writing, for the use of the athletic fields and courts constructed thereupon,
which will permit all registered users that are both residents of the City and sixteen (16) years of
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age or younger to use such fields and courts without charge, subject to such reasonable validation,
access, and use restrictions as established by MFP from time -to -time; provided, however, that the
hours of operation shall never be less than the hours of operation of the Public Park Parcel. MFP
shall maintain the Sports Fields at its sole cost and expense in good and safe order and condition,
and make all necessary repairs thereto, in a manner consistent with the standards set forth in
Section 10.1 of the Commercial Lease. All repairs made by MFP shall be at least substantially
similar in quality and class to the original work. MFP shall keep and maintain all portions of the
Sports Fields and all improvements thereto in safe and reasonable order and operating condition,
reasonably free of dirt, rubbish and graffiti.
2.6 First Tee Program. The City hereby acknowledges that it has sought and received
assurances from The First Tee Miami, a youth program currently located at the golf course of the
Melreese Country Club (the "First Tee Program"), that the First Tee Program and MFP or its
affiliates have entered into an agreement that requires the First Tee Program to relocate to another
golf course in Miami -Dade County and expand its youth programs prior to Commencement of
Construction of any improvements on the Park Site Development.
2.7 Public Infrastructure. IMS, regarding the Stadium Project, and MFP, regarding
the other Major Project Components, agree to cause the development and construction of the
Public Infrastructure at their respective sole cost and expense as and when necessary to
accommodate the development contemplated thereupon; provided, however, that the Public
Benefits shall be completed no later than the Public Benefits Completion Deadline. IMS, regarding
the Stadium Project, and MFP, regarding the other Major Project Components, shall be responsible
for all necessary wayfinding plans and directional signage per a plan to be approved by the City
(which such items shall be included within the Public Infrastructure).
2.8 IMS and MFP's Rights and Obligations. IMS, regarding the Stadium Project,
and MFP, regarding the other Major Project Components, shall have the right to develop the
Demised Property in a manner consistent with this Agreement and to contract for, or delegate,
portions of the development of the Demised Property to third parties, and to construct, or contract
with others to cause construction of, the Stadium, Commercial Development and other
Improvements contemplated in the Project Requirements, subject to the terms and conditions of
this Agreement. From and after the Possession Date, IMS, regarding the Stadium Project, and
MFP, regarding the other Major Project Components, shall have the right to relocate easements
and utility lines within the Demised Property at IMS and/or MFP's expense, if necessary for the
development of the Demised Property, such relocation to be done with the consent and cooperation
of the City, not to be unreasonably withheld, conditioned or delayed, and the applicable utility
company or other party in whose favor such easement runs.
2.9 Unavoidable Delays Arbitration. To the extent an event occurs which is an
Unavoidable Delay, then, the Party obligated to perform under this Agreement shall be entitled to
an extension of time equal to the number of days such party's performance was delayed as a result
of such event (plus, with respect to a construction related delay, up to 45 days to remobilize);
provided, however, the maximum extension of time (inclusive of any days required to remobilize)
shall not exceed the Unavoidable Delays Cap. If a dispute arises between the Parties as to whether
a condition, event or action constitutes an Unavoidable Delay, the Parties shall have a period of
fifteen (15) days from the request of either Party to mutually agree on one expert who, at a
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minimum, must have at least fifteen (15) years of relevant experience in the subject matter that
forms the basis for the claim for Unavoidable Delay, to resolve such dispute. If the Parties fail to
agree, each Party shall have an additional fifteen (15) days to select an individual meeting the same
minimum qualifications set forth above, and the two (2) experts selected shall select a third expert
who, together with the two (2) experts selected by the Parties, shall resolve the dispute in question.
If any Party fails to make its respective selection of an expert within the additional fifteen (15) day
period provided for above, then the remaining Party's selection shall select the additional expert
and the two (2) experts shall resolve the dispute in question. Once the expert(s) have been selected
in accordance with this provision, each Party shall, within fifteen (15) days of such selection,
provide to the expert(s) such Party's written analysis (and any supporting documentation) of the
claim for Unavoidable Delay. Based on the written reports provided by each Party, the expert(s)
shall render the decision on the dispute by no later than twenty (20) days after the receipt of the
reports. The decision of the expert(s) related to the application of Unavoidable Delay shall be final
and binding as between the Parties. For avoidance of doubt, to the extent that the expert(s) rules
that the assertion of an Unavoidable Delay by the Tenant was not supported by the terms of this
Agreement or the facts giving rise to such assertion, then the applicable time periods sought to be
extended shall not be deemed tolled or extended during the pendency of, or as result of, the
proceeding pursuant to this Section 2.9.
2.10 Conditions Precedent to Notice to Proceed and Commencement of
Construction; Dates for Commencement of Construction; Dates for Completion of
Construction. For purposes of City control and minimizing risk of City re -acquiring a patch -work
of partially developed land in the future, the Parties agree that unless the City otherwise expressly
consents in writing, the development work for the Project shall be done subject to the following
conditions precedent:
(A) Prior to the issuance of a Notice to Proceed and Commencement of
Construction of any portion of the Project:
(i) With respect to the Park Site Development and the
Environmental Work, MFP shall have received the necessary approvals, if any, from the relevant
Governmental Agencies to commence the Environmental Work and shall have provided the City
with evidence reasonably satisfactory to the City that sufficient funds are available to complete
construction of the Park Site Development and the Environmental Work;
(ii) IMS, regarding the Stadium Project, and MFP, regarding the
other Major Project Components, shall satisfy the following conditions:
a. With respect to the initial
construction of the Stadium and Non -Stadium Public
Benefits, complete the approval process set forth in Sections
2.2(D) and 2.2(E) so as to achieve Approved Plans and
Specifications;
b. Provide the City with proof of
compliance with the obligations, as applicable, set forth in
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Sections 3.2 through 3.4 with respect to the applicable
portion of the work;
c. Furnish proof to the City that
applicable Governmental Agencies have issued all material
Permits necessary for Commencement of Construction of
the applicable portion of the work and remittance to the City,
in electronic format and as a hard copy, copies of such
Permits;
d. Submit to the City the
Construction Budget and the Construction Schedule with
respect to the applicable portion of the work;
e. Furnish to the City evidence
reasonably satisfactory to the City that sufficient funds are
available to complete construction of the applicable work;
f. Deliver copies to the City of a
valid and binding Construction Contract and, if applicable, a
Design Contract and a Consultant Contract, for the
construction of the applicable portion of the work and
remittance to the City, in electronic format and as a hard
copy, copies of any such Construction Contract, as well as
any other material contracts with contractors related to the
Project, any Design Contract, and any Consultant Contract.
Any such contract shall state within its terms that: (a) the
City shall be a third party beneficiary thereunder; (b) it shall
be subject in all respects to the Lease Agreements, and in the
event of any conflict between such contract and the Lease
Agreements, the Lease Agreements shall govern; and (c)
IMS, regarding the Stadium Project, and MFP, regarding the
other Major Project Components, (or the IMS or MFP
Affiliate entering into such contract) shall have the right to
modify, as necessary, such contract in the event that the City
provides notice to IMS or MFP that such contract (or a
provision thereof) conflicts with the Lease Agreements; and
g. IMS shall provide the City
with written confirmation from MLS granting its approval of
the Approved Plans and Specifications for the Stadium such
that the Team can play Home Matches (as such term is
defined in the Stadium Lease) in the Stadium. For the
avoidance of doubt, upon the delivery of such written
confirmation, this obligation shall no longer be a condition
precedent for an issuance of a Notice to Proceed of
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Commencement of Construction for any other applicable
portion of the work.
(B) SAP Approval shall be obtained no later than the SAP Initial Deadline (in
the event no SAP Excusable Delays occur), or by the SAP Extended Deadline (in the event SAP
Excusable Delays occur), or, by the SAP Outside Deadline (regardless of reason) (each, as
applicable an "SAP Completion Deadline"). MFP shall Commence Construction of the
Environmental Work and the Stadium no later than twenty four (24) months after the Possession
Date (the "Commencement of Construction Deadline"). MFP shall Complete Construction of
the Public Benefits no later than forty-eight (48) months after the Possession Date (the "Public
Benefits Completion Deadline").
(C) Prior to the Commencement of Construction of any vertical development of
the Commercial Development (or any portion thereof), including the Hotel and Office/Retail
Project, MFP shall have satisfied the Initial Threshold.
(D) MFP shall (i) Complete Construction of the First Phase of the Commercial
Development no later than seventy-two (72) months after the Possession Date (the "First Phase
Commercial Development Completion Deadline"), (ii) Complete Construction of the Second
Phase of the Commercial Development no later than ninety-six (96) months after the Possession
Date (the "Second Phase Commercial Development Completion Deadline"), and (iii) Complete
Construction of the Third Phase of the Commercial Development no later than 120 months after
the Possession Date (the "Third Phase Commercial Development Completion Deadline" and
together with the First Phase Commercial Development Completion Deadline, the Second Phase
Commercial Development Completion Deadline, the Public Benefits Completion Deadline and the
SAP Completion Deadline, the "Completion Deadlines" and each a "Completion Deadline").
The Completion Deadlines are absolute and are not subject to extension for any reason, except, to
the extent applicable, the provisions thereof as to Unavoidable Delays and the Extension Options
(as such term is defined in the Commercial Lease) provisions in Section 5.4(B) of the Commercial
Lease.
(E) For the avoidance of doubt, (a) any failure by MFP to meet the Public
Benefits Completion Deadline or SAP Completion Deadline is a material breach by MFP for which
the City shall have the right to pursue the remedies set forth in Section 5.4 of the Commercial
Lease and Stadium Lease, and any failure by MFP to meet the First Phase Commercial
Development Completion Deadline, Second Phase Commercial Development Completion
Deadline or Third Phase Commercial Development Completion Deadline is a material breach by
MFP for which the City shall have the right to pursue any and all remedies set forth in the
Commercial Lease, (b) the development thresholds for each of the Phases set forth in the definition
thereof shall not be deemed to constitute a limitation on the amount of development that Tenant
may construct in any given Phase and any development by Tenant in excess of the minimum
thresholds set forth in any Phase shall count towards satisfying the development requirements of
future Phases; (c) MFP shall not be required to satisfy all of the requirements for a given Phase
before Commencing Construction or Completing Construction of any amount of development
attributable to a subsequent Phase; and (d) the amount of development set forth in the Referendum
and reflected in the Phases constitutes a minimum aggregate threshold of development and,
therefore, the Completion Deadlines are not intended to prohibit construction on the Demised
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Property after the date on which such minimum thresholds are met or in amounts in excess of the
defined aggregate thresholds for all Phases. For example, (a) Tenant shall have the right to
construct more than 300,000 square feet of the Office/Retail Project and 150 Hotel rooms during
Phase 1 and, if during Phase 1, the Tenant constructs 600,000 square feet of Office/Retail Project
and 400 Hotel rooms, then the development requirements for Phase 1 and Phase 2 shall be deemed
satisfied and (b) Tenant shall have the right to construct 600,000 square feet of the Office/Retail
Project prior to Commencing Construction or Completing Construction of 150 Hotel rooms
attributable to Phase 1.
(F) Extension of Completion Deadlines; Extension Fee.
(i) Notwithstanding anything in this Section 2.10 to the
contrary, MFP shall have the option to extend the Public Benefits Completion Deadline by
providing written notice to the City of the election thereof and paying Extension Fee (as defined
in the Stadium Lease), in the manner (and subject to the terms and conditions) set forth in Section
5.4(C) of the Stadium Lease. The extension of the Public Benefits Completion Deadline may only
be exercised one (1) time and for a period no longer than twelve (12) months after the end of the
Public Benefits Completion Deadline.
(ii) Notwithstanding anything in this Section 2.10 to the
contrary, MFP shall have the option to extend the First Phase Commercial Development
Completion Deadline, the Second Phase Commercial Development Completion Deadline, and/or
the Third Phase Commercial Development Completion Deadline by providing written notice to
the City of the election thereof and paying Extension Fee (as defined in the Commercial Lease),
in the manner (and subject to the terms and conditions) set forth in Section 5.4(B) of the
Commercial Lease.
2.11 Termination Rights by City of MFP's or IMS's Failure to Timely Commence
or Complete Construction. In the event MFP or IMS fails to meet the applicable Commencement
of Construction deadlines, the Public Benefits Completion Deadline or SAP Completion Deadline,
the City shall have the rights and remedies set forth in Section 5.4 of the Stadium Lease and Section
5.4 of the Commercial Lease. In the event MFP fails to meet the First Phase Commercial
Development Completion Deadline, Second Phase Commercial Development Completion
Deadline or Third Phase Commercial Development Completion Deadline, the City shall have the
rights and remedies set forth in Section 5.4 of the Commercial Lease.
2.12 Project Manager Appointment. Each of MFP and IMS acknowledges, accepts
and agrees that the City execution of this Agreement is solely with respect to City's ownership of
the Demised Property. In no event shall the terms of this Section 2.12 or any other provision in
this Agreement or any provision in any of the Lease Agreements ever bind the City to issue any
Permit acting in its regulatory capacity. Subject to the foregoing, City agrees that, within a
reasonable period of time of receiving notice from MFP and/or IMS that MFP and/or IMS will
commence the permitting of the work related to the Public Benefits, the City Manager will assign
a person to assist in good faith with the processing of the Permits for the Public Benefits and
coordinating and interacting with the City's building department (the "Project Manager
Appointment"). Nothing contained herein shall limit, modify or condition the City's power and
authority with respect to all regulatory matters (as set forth in Section 2.13 of this Agreement). In
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the event of a breach by City under this Section 2.12, neither MFP nor IMS shall be excused from
commencing or completing the applicable improvements by the Completion Deadlines and MFP's
and IMS's sole remedy in such event will be to seek specific performance.
2.13 City's Rights As Sovereign. The City retains all of its sovereign prerogatives and
rights as a City, acting in its governmental capacity, under Applicable Laws, including, but not
limited to, matters pertaining to the regulation of planning, design, construction, development and
operation of the Project. It is expressly understood that notwithstanding any other provisions of
this Agreement:
(A) The City 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, denying,
or refusing to issue any approvals 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 Project, or the operation thereof; provided, without
diminishing the foregoing, that the City (in its capacity as the City) agrees to reasonably cooperate
with IMS and MFP in IMS and MFP's efforts to expedite Permits and Entitlements in accordance
with Applicable Laws.
(B) The City shall not by virtue of this Agreement or any other Lease
Agreement or related agreements be obligated to grant IMS or MFP any regulatory 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 Project.
(C) Notwithstanding and prevailing over any contrary provision in this
Agreement or any other Lease Agreement, any City covenant or obligation that may be contained
in this Agreement shall not bind the City Commission, or any other City, county, federal or state
department or authority, committee or agency (i.e., any Governmental Agency) to grant or leave
in effect any zoning changes, variances, Permits, waivers, exceptions, warrants, contract
amendments, or any other approvals that may be granted, withheld, or revoked by the City or other
applicable Governmental Agencies in the exercise of its/their police power(s). In no event shall
the City have any obligations or liabilities to IMS or MFP under this Agreement or otherwise on
account of the City's exercise of its sovereign prerogatives and rights and regulatory authority
(quasi-judicial or otherwise) as a municipality under Applicable Laws.
2.14 Conformity of Plans. Approved Plans and Specifications, Park Site Development,
Environmental Work, and all other work by IMS or MFP on the Demised Property or Parent Tract
and IMS's, regarding the Stadium Project, and MFP's, regarding the other Major Project
Components, design, development and operation of the applicable Improvements thereon shall be
in conformity with this Agreement and Environmental Laws and all Applicable Laws.
2.15 Change Orders.
(A) Non -Material Changes. In the course of the design or construction of the
Project and the applicable Improvements, IMS, regarding the Stadium Project, and MFP, regarding
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the other Major Project Components, may make modifications to the Approved Plans and
Specifications or Project Requirements that do not constitute a Material Change without the
approval of the City. In the case of a Material Change, the review process of Section 2.15(B) shall
apply.
(B) Change Order Approval. All Change Orders shall be subject to the
reasonable approval of the City. Before entering into any Change Order, IMS, regarding the
Stadium Project, and MFP, regarding the other Major Project Components, shall review and
analyze such proposed Change Order and deliver to the City a description of the proposed Material
Change to the Approved Plans and Specifications or Project Requirements along with sufficient
backup for the City to determine whether such Material Change complies with Applicable Law
and the Lease Agreements and determine the timing implications thereof ("Change Order
Documentation"). IMS, regarding the Stadium Project, and MFP, regarding the other Major
Project Components, shall send the Change Order Documentation pursuant to Section 2.15(C). If
the City rejects the proposed Change Order, the City shall reasonably specify the basis for
disapproval. The City shall have the right to reject only if the Change Order would (w) result in a
delay to a Completion Deadline, (x) reduce the size or scope of the Project in such a manner that
would reasonably result in IMS or MFP, as applicable, failing to construct a Stadium with 25,000
seats or construct 1,000,000 square feet, in the aggregate, of Office/Retail Project and 750 hotel
rooms, (y) cause the revised Stadium and Improvements not to remain generally consistent with
Comparable MLS Stadiums, or (z) would otherwise cause MFP or IMS to fail to comply with the
minimum requirements set forth in the Project Requirements.
(C) Change Order Approval Process. IMS, regarding the Stadium Project,
and MFP, regarding the other Major Project Components, shall send the Change Order
Documentation to the City, via email, overnight courier service, or hand delivery. The first line of
the email (or transmittal letter if by overnight courier service or hand delivery) shall be a separate
paragraph that states the following in all caps and bold, "CHANGE ORDER APPROVAL
REQUIRED WITHIN THIRTY (30) DAYS". If the proposed Change Order involves a deviation
from the Project Requirements, then IMS or MFP shall include the following language in all caps
and bold in the email (or transmittal letter if by overnight courier service or hand delivery), "THIS
CHANGE ORDER INCLUDES A PROJECT REQUIREMENTS CHANGE" and shall provide a
brief description of the proposed change. If sent by email after 5 p.m. Eastern, the response period
shall not commence until the following Business Day. A Change Order request that does not
comply with the foregoing requirements shall be invalid and no response is required by the
appropriate representative(s) of the City. For approval requests sent by overnight courier, the
response period shall run from the date of delivery.
2.16 Quarterly Meetings. IMS, regarding the Stadium Project, and MFP, regarding the
other Major Project Components, agree to keep the City informed regarding the progress of the
Project, including any material issues that may impact the foregoing or the schedule for completion
of the Stadium or Commercial Development through quarterly meetings that are scheduled at
mutually agreeable dates with the City, and any other meetings reasonably requested by the City
in writing. The City will monitor the Project and IMS, regarding the Stadium Project, and MFP,
regarding the other Major Project Components, shall cause the Design Professional to provide the
City and the Landlord Representative with information reasonably requested by the City in writing
regarding the progress of the design through each design phase, and shall cause the Contractor to
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provide the City and the Landlord Representative with information reasonably requested by the
City in writing regarding the progress of the construction of the Stadium and Commercial
Development. The City may not make more than two (2) such request in writing per month (unless
the request relates to a possible violation of Applicable Law). Any rights that the Parties have
under this Section 2.16 shall not be the basis for any liability to accrue to the City for such
monitoring or investigation or for the failure to have conducted such monitoring or investigation.
2.17 Permit and Entitlement Approval.
(A) Unless otherwise exempt or excused by Applicable Law, promptly
following the Possession Date, the City shall commence and shall diligently pursue the approval
of a replat (the "Replat") of the Parent Tract for the purpose, among other things, of abandoning
and/or relocating those easements and right-of-ways located within the Parent Tract which would
interfere with the construction or location of the Project or any Improvements. Except as otherwise
provided herein, IMS and MFP shall become co -applicants with the City for the approval of the
Replat and undertake all obligations incurred in connection with the approval and recordation of
the Replat and the vacation and closure of any rights -of -way set forth by the existing plat for the
Parent Tract. The City, as the owner in fee simple of the Parent Tract, shall, at no cost or expense
to the City, reasonably cooperate with IMS or MFP in connection with IMS or MFP's pursuit of
approval of the Replat. IMS and/or MFP shall pay all fees related to and in connection with the
approval and recordation of the Replat.
(B) The Parties recognize that time is of the essence with respect to the
construction of the Project and the procurement of the Permits and Entitlements (the
"Approvals"), which may include, if applicable, without limitation: (i) re -zoning, warrant, waiver,
variance, or exception applications, (ii) road/alley closure and relocation petitions, (iii) re -platting
petitions, (iv) environmental and water and sewer agreements or approvals, and (v) petitions to
relocate all public and private utilities, including, without limitation, electric, gas, cable,
telecommunication, water, sewer, and storm drainage facilities, located within the Demised
Property to areas to be located outside the boundary of the Demised Property, subject to the
required approvals of utility companies.
(C) Upon the request of IMS, regarding the Stadium Project, and MFP,
regarding the other Major Project Components, but subject to any required approvals of the City,
if any, pursuant to the terms of this Agreement, the City, solely in its capacity as the owner of the
Demised Property (and not with respect to the City's regulatory or governmental capacity), through
the City Manager or his/her designee, as often as required, will execute and join in to any Permits,
applications, approvals, agreements, or other administrative documents necessary for the
construction of the Project and the applicable Improvements to be constructed and developed in
connection with the Project in accordance with the Project Requirements and the Approved Plans
and Specifications; provided such Permits, applications, approvals, agreements, or other
administrative documents necessary for the approval of the Project (i) do not conflict with the
Project Requirements or Approved Plans and Specifications, and (ii) any costs and/or expenses
associated with filing of or any conditions imposed with respect thereto are not assumed by the
City. The Permits, applications, approvals, agreements, or other administrative documents may
include, but are not limited to, permit applications, water and sewer agreements, and improvement
agreements, as may be necessary to develop and use the Demised Property in accordance with the
29
Lease Agreements. In furtherance thereof, the City shall take such actions as necessary to accept
any conditions related to such Permits, applications, approvals, agreements, or other administrative
documents reasonably imposed by the reviewing Governmental Agency; provided that such
conditions (i) do not conflict with the Project Requirements or the Approved Plans and
Specifications and (ii) any costs and/or expenses associated with filing of or any conditions
imposed with respect thereto will not be assumed by the City. The City agrees to review, approve
(if necessary) any such requests, and execute any such Permits, applications, approvals,
agreements, or other administrative documents within fifteen (15) days of such request (which
request shall be accompanied with all underlying documents) from MFP (except in the event that
City Commission approval is required under Applicable Laws for such approval). In no event shall
the City be required to respond to any request unless such request contains a bold-faced,
conspicuous legend at the top of the cover page thereof stating "NOTICE: THIS IS A REQUEST
FOR CONSENT UNDER THE CONSTRUCTION ADMINISTRATION AGREEMENT
ATTACHED TO THE LEASE BY AND BETWEEN THE CITY OF MIAMI AND MIAMI
FREEDOM PARK, LLC" and is accompanied by such information and documents as is
reasonably required for the City to adequately evaluate such request and as reasonably requested
by the City in writing prior to the expiration of such fifteen (15) day period. Upon the written
request of the City, MFP and/or IMS shall deliver to the City copies of all correspondence,
materials, applications, and supplemental materials relating to the Approvals, including copies of
all work product prepared by MFP or IMS or either's consultants and representatives, other than
those items which have already been submitted to the City pursuant to their terms. Upon written
request from the City, MFP and/or IMS shall provide the City with copies of all communications
from applicable Governmental Agency, including requests for additional information and
materials and notices of hearings. In accordance with this Section 2.17, The City shall cooperate,
as may be reasonably necessary, with both MFP and/or IMS in their efforts to obtain the Approvals.
Notwithstanding anything to the contrary contained in this Agreement, the City's obligation to
cooperate as to the Approvals shall be conditioned upon the City thereby assuming or incurring no
liability or obligation and no out-of-pocket charge, cost, or expense in doing so. Except with
respect to any hearings conducted by the City, MFP and/or IMS shall provide the City with
reasonable advance notice of all hearings relating to the Approvals and permit the City and City's
consultants and representatives to attend all hearings relating to the Approvals. The City makes
no representations or warranties of any kind with respect to the permitted use or MFP's or IMS's
ability to obtain the Approvals. Any and all zoning or other land use approvals obtained by MFP
or IMS as to the Demised Property or "vested rights" accrued in connection with MFP's or IMS's
activities relating to zoning and land use approvals for the Demised Property shall accrue for the
benefit of and belong solely to the City in the event of a termination of this Agreement. MFP or
IMS assigns, transfers, and conveys to the City all such approvals and "vested rights." This
assignment shall be self -operative based solely on this Agreement and shall not require any other
action by MFP or IMS in order to effectuate it and shall survive the termination or expiration of
this Agreement. However, MFP or IMS shall promptly execute any instrument in confirmation of
this assignment as the City may reasonably request.
2.18 Development Obligations. The City's approval of the Project Requirements and
Approved Plans and Specifications pursuant to this Agreement shall not relieve IMS, regarding
the Stadium Project, and MFP, regarding the other Major Project Components, of their respective
obligations under law to file such Approved Plans and Specifications with any depailuient of the
City or any other Governmental Agency having jurisdiction over the issuance of Permits and to
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take such steps as are necessary to obtain issuance of such Permits. In connection with the
foregoing, IMS, regarding the Stadium Project, and MFP, regarding the other Major Project
Components, agree to comply, in all material respects, with all lawful obligations imposed by the
City or other Governmental Agency having jurisdiction over the issuance of Permits. IMS,
regarding the Stadium Project, and MFP, regarding the other Major Project Components,
acknowledge that any approval given by the City in its proprietary capacity pursuant to this Article
2, shall not constitute an opinion or agreement by the City that the Approved Plans and
Specifications are structurally sufficient or in compliance with any laws or ordinances, and no such
approval shall impose any liability upon the City.
2.19 Site Conditions. IMS and MFP, by executing this Agreement, each represent it
has visited the site, is familiar with local and other conditions under which the construction and
development is to be performed, will perform or cause the performance of all test borings and
subsurface engineering, and all other testing, inspection and engineering, generally required at the
site under sound and prudent engineering practices, and will correlate the results of the test borings
and subsurface engineering and other available studies and its observations with the requirements
of the construction and development of the Improvements and the Project. The City makes no
warranty as to soil and/or subsurface conditions or any other conditions of the Demised Property.
2.20 Easement Rights related to Parent Tract; Access to Demised Property.
(A) Contemporaneously with the execution of this Agreement and all times
prior to the Possession Date, the City shall provide authorization for MFP and IMS and their
agents, consultants and contractors to, immediately upon the Effective Date, enter upon the Parent
Tract in order to perform various tests and studies of the Parent Tract, and other preconstruction
work necessary for the development of the Demised Property. The right of access herein granted
with respect to the Parent Tract shall be exercised in such a manner as not to cause any
unreasonable damage or destruction to, or unreasonable interruption or interference with, the rights
of the City or others to enter upon or use the Parent Tract. MFP and IMS agree to repair any
damages to the Parent Tract caused by such work as the City shall reasonably require. The right
of access granted in this Section 2.20(A) with respect to the Parent Tract shall be the subject to
the following: (a) MFP and/or IMS shall give prior written notice to the City of its desire to access
the Parent Tract (which notice shall identify the nature and scope of the work to be performed),
(b) MFP, IMS or any of their applicable contractors or consultants performing the work on the
Parent Tract shall provide liability insurance (and other insurance reasonably requested by the
City) relating to such work which is reasonably satisfactory to the City and naming the City as
additional insured, (c) the City approving in writing the nature and scope of the work to be
performed, such approval not to be unreasonably withheld, but to be conditioned on the execution
of a release of all claims, covenant not to sue and hold harmless agreement acceptable to the City,
in the form of Exhibit F-1 and (d) upon written request from the City, all reports prepared in
connection with any such further inspections are certified to both MFP (and/or IMS) and the City
or, alternatively, MFP (and/or IMS) may cause a reliance letter to be issued to the City at MFP's
(and/or IMS's) sole cost and expense (collectively, the "Access Prerequisites").
(B) Contemporaneously with the execution of this Agreement, but effective
only as of the Possession Date, the City hereby grants to MFP and IMS, and authorizes the City
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Manager to execute, the following easements and/or access rights with respect to the Parent Tract
(collectively, the "Easements"):
(i) A construction easement to use portions of the Parent Tract as
specified in such easement for construction and staging for construction of the Improvements or
Public Infrastructure contemplated for the Demised Property, in the form of Exhibit F-2.
(C) The Parties to this Agreement shall take such necessary steps as are required
to give proper effect to the Easements in accordance with Applicable Laws and the terms of this
Agreement; provided, however, that the foregoing shall not waive any requirement under
Applicable Law to obtain City Commission approval for any other easements or other interests in
land or for any amendment or modification to the Easements.
(D) The City shall grant such additional access or other similar easements on
the Parent Tract or any adjacent property owned by the City (and, with respect to such adjacent
property, only if necessary to address matters related to the Environmental Work), as the City and
MFP and/or IMS may agree upon in writing, as are necessary to facilitate the development,
construction and operation of the Improvements contemplated for the Demised Property and the
Public Infrastructure subject to compliance with the Access Prerequisites (applicable only to any
access to the Parent Tract prior to the Possession Date) and in accordance with Applicable Laws
and the terms of this Agreement; provided, however, that the foregoing shall not waive any
requirement under Applicable Law to obtain City Commission approval for any other easements
or other interests in land or for any amendment or modification to the Easements.
For the avoidance of doubt, upon termination of the Commercial Lease and the Stadium Lease,
the access rights and Easements granted under this Section 2.20(A), Section 2.20(B)(i), and
Section 2.20(D) shall terminate automatically with respect to the Tenant and any subtenants
thereunder.
2.21 Connection of Buildings to Utilities. IMS, regarding the Stadium Project, and
MFP, regarding the other Major Project Components, each at its sole cost and expense, shall install
or cause to be installed all necessary connections between the buildings constructed or erected by
it on the Demised Property, and the water, sanitary and storm drain mains and mechanical and
electrical conduits and other utilities, whether or not owned by the City (but which may be owned
by Miami -Dade Water and Sewer Authority or any other Governmental Agency). IMS, regarding
the Stadium Project, and MFP, regarding the other Major Project Components, shall pay for all
costs, if any, associated with locating and installing such connections and new facilities for sewer,
water, electrical, and other utilities as needed to service the Demised Property and the applicable
Improvements.
2.22 Off -Site Public Improvements. Any off -site improvements required to be funded,
designed, developed, constructed or contributed by any Applicable Laws (or onsite improvements
needed to be expanded) as a result of IMS's or MFP's development of the Demised Property (all
of which may be considered as part of the Public Infrastructure) shall be funded, designed,
developed, constructed or contributed at no cost to the City. Notwithstanding any other provision
in this Agreement to the contrary, the City shall reasonably assist, at no cost or expense to the City,
IMS or MFP in obtaining impact fee credits for such Public Infrastructure as completed by or on
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behalf of IMS or MFP that otherwise qualify for impact fee credits or reimbursements under the
applicable Codes of the City and Miami -Dade County; provided, however, nothing contained
herein shall limit MFP's or IMS's obligation to pay impact fees.
2.23 City Manager Approvals. Except as otherwise specifically provided for in this
Agreement, the City Manager or his/her designee shall have the power, authority, and right, on
behalf of the City, in its capacity as the City hereunder, and without any further resolution or action
of the City Commission to, so long as such approvals or actions are consistent with Section 9.5 of
this Agreement:
(A) Review and approve, in writing, documents, the Schematic Design Package,
Construction Documents, Approved Plans and Specifications, applications (not including funding
applications), requests, estoppels and joinders and consents required or allowed by IMS or MFP
to be submitted to the City in accordance with the existing terms of this Agreement;
(B) Make appointments of individuals or entities required to be appointed or
designated by the City in this Agreement;
(C) Execute any and all ministerial documents on behalf of the City necessary
or convenient to the foregoing approvals, consents, and appointments;
(D) Execute on behalf of the City the documents, authorizations, and consents
set forth in this Article 2;
(E) Take actions in furtherance of this Agreement;
(F) Consent to and approve in writing nonmaterial revisions to this Agreement;
and
(G) Unless Applicable Law requires approval of the City Commission, consent
to and approve in writing, actions, events, and undertakings by MFP for which consent or approval
is required from the City under the existing terms of this Agreement.
2.24 Transportation Management Plan. Attached as Exhibit C is a summary of the
components of the initial transportation management plan for the Project, including the initial plans
for the management of traffic during events held at the Stadium (the "Transportation
Management Plan"). The Parties shall work together, at no cost to the City, with applicable
Governmental Agencies having jurisdiction related thereto, to finalize the Transportation
Management Plan prior to issuance of the Certificate of Occupancy for the Stadium and the
Transportation Management Plan attached as Exhibit C shall be revised with the reasonable
consent of the Parties. The final Transportation Management Plan will consist of strategies to
minimize the impact of the Project on the surrounding communities and shall address, among other
matters, the following: on -site parking opportunities; pedestrian connectivity to the Public Park
Parcel from the residential areas adjacent to the Parent Tract; incentives to be provided to patrons
of the Stadium and Commercial Development for use of public transportation; parking
enforcement and parking exclusion areas for the residential areas adjacent to the Parent Tract on
Home Match days and during Stadium Events (as defined in the Stadium Lease); strategies for
minimizing the flow of cut through traffic through the residential areas adjacent to the Parent Tract
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on Home Match days and during significant Stadium Events; clearly defined roles and
responsibilities for implementation of the Transportation Management Plan; and standards for
minimizing adverse impact to surrounding communities related to hours, noise, and other quality
of life issues.
2.25 Diligent Construction. Subject, to the extent applicable, the provision for
Unavoidable Delays, once started, (x) construction on the Stadium shall be diligently pursued by
IMS so as to achieve Completion of Construction by the Public Benefits Completion Deadline and
(y) construction on the other Major Project Components shall be diligently pursued by MFP such
that the minimum aggregate development required for each Phase is completed prior to the
applicable Completion Deadline. IMS, regarding the Stadium Project, and MFP, regarding the
other Major Project Components, agrees that construction of each Major Project Component shall
be substantially completed in a good and workmanlike manner and in accordance with good
construction practices no later than the applicable Completion Deadline.
2.26 Pre -Construction Maintenance; Maintenance of Construction Site. At all times
after Possession Date and prior to construction of any Major Project Components, the Demised
Property on which such Major Project Components are located shall be maintained in a reasonably
neat manner (taking into account the work being performed). IMS, regarding the Stadium Project,
and MFP, regarding the other Major Project Components, shall maintain its construction site in a
safe condition and a reasonably orderly manner and shall, as reasonably necessary, remove all
major debris on a regular basis (including debris that has accumulated on adjacent lands, parcels
or streets if created by IMS or MFP; it being understood that in no event shall the same be deemed
to be permission to store debris on any such adjacent lands, parcels or streets) and store all
equipment in a neat manner when not in use.
2.27 Construction Traffic; Coordination. During the period of any construction
activities at the Demised Property, IMS, regarding the Stadium Project, and MFP, regarding the
other Major Project Components, shall keep public roads and public pedestrian access walkways,
each as existing as of the Possession Date and located near or outside the Parent Tract, free from
storage of equipment, building materials and dirt.
2.28 Avoidance of Nuisance. To the extent practical in connection with a project of this
size and scope, IMS and MFP shall take such precautions as may be reasonably necessary to
minimize the impact of noise, dust, truck traffic, nuisances and other consequences of construction
activities, each in a manner to ensure compliance with applicable City ordinances. The City may,
at IMS's, regarding the Stadium Project, and MFP's, regarding the other Major Project
Components, sole cost and expense, install a barrier or fence around attractive nuisances related
to construction if IMS or MFP fails to do so within ten (10) days after the City's demand therefor.
Such construction fence may be relocated by IMS or MFP from time to time, at IMS's or MFP's
expense, upon approval from the City, not to be unreasonably withheld or delayed.
2.29 Covenant Against Waste. During the period of any construction activities, IMS,
regarding the Stadium Project, and MFP, regarding the other Major Project Components, covenant
not to allow any waste (as defined by any Applicable Law) with respect to the Demised Property
or any part thereof. The provisions of this Section 2.29 shall not apply to any demolition or
disfigurement required in connection with repairs, renovations, upgrading or new construction in
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accordance with the terms of this Agreement, or to the deposit of clean fill at the Demised Property
or the removal of fill from the Demised Property for such purposes.
2.30 Art in Public Places. The Project shall be subject to the Art in Public Places
provisions set forth pursuant to City of Miami Code Chapter 62, Article XVI. Art in Public Places
will work collaboratively with the City and IMS and MFP on the implementation of the Art in
Public Places program pursuant to the requirements of the City of Miami Code.
2.31 Entrance Road. Subject to the City's reasonable approval, IMS and/or MFP agree
to design, construct and maintain, at their sole cost and expense, an entrance road for the Project
(the "Entrance Road"). The configuration of the Entrance Road shall be substantially as shown
in Exhibit G. Prior to commencing the construction of the Entrance Road, IMS and/or MFP shall
prepare Approved Plans and Specifications for the Entrance Road, which Approved Plans and
Specifications shall be subject to the City's prior written approval in accordance with the terms
hereof. Upon the completion of such construction, the City shall grant to MFP, IMS, all subtenants,
and other occupants and users of the Demised Property and/or the Improvements, and all of their
guests, invitees, employees, agents, contractors (and other Persons typically granted such rights),
as appropriate, together with the successors and assigns of all such Persons, an easement over,
across and upon the Entrance Road for ingress and egress to and from the Demised Property and
the Improvements, and an easement over, across and upon the Entrance Road and areas adjacent
thereto for the maintenance and repair of the Entrance Road from time to time, as provided in the
Stadium Lease and Commercial Lease.
2.32 Inspection of Property.
(A) Right of Inspection. During the conduct of any construction activities on
the Demised Property, the City, its agents, employees and authorized representatives may enter
the Demised Property at any time in response to an emergency, and at reasonable times upon
reasonable prior written notice, as the City deems necessary to, incident to, or connected with the
performance of the City'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 the City that IMS and MFP are in
full compliance with their obligations under this Agreement (but the City shall not thereby assume
any responsibility for the performance of any of IMS's or MFP's obligations hereunder, nor any
liability arising from the improper performance thereof). In furtherance and not in limitation of the
foregoing, the City and its agents, employees and authorized representatives shall have the right
of access to the Demised Property, upon reasonable prior written notice, to conduct, from time to
time, an American with Disabilities Act (ADA) inspection or audit of the Demised Property or the
Improvements, and IMS and/or MFP agree to cooperate in the conduct of such investigation or
audit.
(B) Compliance. If any inspection or audit detects a violation of IMS's or
MFP's obligation to comply and to keep the Demised Property and/or the Stadium and
Improvements in compliance with the requirements of this Agreement (including, without
limitation, the requirement that the Demised Property and the Stadium and Improvements be in
compliance in all material respects with the ADA), then IMS and/or MFP shall bear the cost and
take whatever action is reasonably necessary to comply, and bring the Demised Property and/or
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the Stadium and Improvements into compliance, with this Agreement; and any reasonable fee or
cost incurred by the City for such investigation or audit shall be borne by IMS and/or MFP and
shall be paid by IMS, regarding the Stadium Project, and MFP, regarding the other Major Project
Components, as additional Rent under the applicable Lease Agreement on demand by the City.
(C) Action by the City. If, during the period that IMS, regarding the Stadium
Project, and MFP, regarding the other Major Project Components, is undertaking construction
activities, IMS or MFP, as applicable, fail to keep the Demised Property or the Stadium and
Improvements in compliance with the requirements of this Agreement (including, without
limitation, the requirement that the Demised Property and the Stadium and 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 the City, upon reasonable prior written notice to IMS or MFP,
may take whatever action is reasonably necessary to bring the Demised Property and/or the
Stadium and Improvements into compliance, to the extent required by Applicable Laws. During
the period that IMS, regarding the Stadium Project, and MFP, regarding the other Major Project
Components, is undertaking construction activities, IMS, regarding the Stadium Project, and MFP,
regarding the other Major Project Components, agree to provide the City access to the Demised
Property and the Stadium and Improvements and pay, as additional Rent under the applicable
Lease Agreement, all costs reasonably incurred by the City in bringing the Demised Property
and/or the Stadium and Improvements into such compliance. The City, however, shall have no
obligation to bring the Demised Property or the Stadium and Improvements into compliance and
nothing herein shall be construed as creating such an obligation on the City.
(D) Minimizing Interference with Business Operations. Any inspection
described in this Section 2.32 shall be done in such a manner so as to reasonably minimize any
interference with any business operations on the Demised Property.
2.33 FAA Approval. On or before SAP Approval, IMS, regarding the Stadium Project,
and MFP, regarding the other Major Project Components, shall obtain all required approvals of
the height of structures located on the Demised Property by, as applicable, the Federal Aviation
Administration, Board of County Commissioners or other Miami -Dade Agency having
jurisdiction for all Miami International Airport Planning and Zoning.
2.34 Construction Warranty. IMS, regarding the Stadium Project, and MFP,
regarding the other Major Project Components, shall obtain from their respective prime contractors
appropriate warranties with respect to the design, materials, workmanship, equipment, tools and
supplies furnished by such contractors and incorporated into the Project. The warranties shall
provide that (x) upon termination of, respectively, the Commercial Lease or the Stadium Lease,
and (y) prior to the expiration of such warranties as set forth in the applicable agreement with the
applicable prime contractor, the City shall be entitled to enforce such warranties. MFP's or IMS's
prime contractors shall have no obligation hereunder to repair and/or correct damage or defect
caused by abuse, alterations to the Improvements not executed by or under the direction of MFP
or IMS or its prime contractors or subcontractors, improper or insufficient maintenance, normal
wear and tear and normal usage.
2.35 Lien Removal. Subject to Article 12 of the Commercial Lease and the Stadium
Lease, IMS, regarding the Stadium Project, and MFP, regarding the other Major Project
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Components, shall ensure that the particular Improvements have been completed in a lien -free
condition and documents evidencing same, including, without limitation, a Contractor's Final
Payment Affidavit under Chapter 713.06 of the Florida Statutes have been delivered to City.
ARTICLE 3
FINANCING
3.1 Stadium Financing. IMS shall fund the development of the Stadium at no cost to
the City. For avoidance of doubt, the City will have no obligation to pay for any portion of the
development of the Stadium Parcel. To the extent IMS seeks federal, state or county economic or
environmental incentives, the City shall not be responsible for any matching contributions. The
Parties anticipate a total Stadium Project budget in the amount of $[ 1 (the "Stadium Project
Budget"). The City shall have the right to review all financing documents related to financing of
the Stadium and to participate in meetings and other activities related to such financing as the
Parties may mutually deem reasonably appropriate (and the City shall use reasonable efforts to
participate in any such meetings or other activities upon request by IMS). IMS shall not structure
its financing documents to permit a lien or encumbrance upon the Fee Estate, as such term is
defined in the Stadium Lease. The obligations related to the financing and construction of the
Stadium Project under this Agreement shall be joint and several between MFP and IMS.
3.2 Stadium Construction Account; City Security.
(A) The financing documents related to the construction of the Stadium entered
into by IMS and the Stadium Lender (collectively, the "Stadium Financing Documents") shall
require IMS to establish a Stadium construction account (the "Stadium Construction Account")
prior to the commencement of the pouring of the foundation for the Stadium Project and to
maintain such Stadium Construction Account until all funds deposited therein are applied in
accordance with the Stadium Financing Documents and the Stadium Project is substantially
complete. Upon execution, IMS shall deliver to the City copies of the Stadium Financing
Documents (redacted as appropriate to protect confidential information not relevant to the
purposes herein). IMS shall be required to deliver to the City all of the documentation related the
Stadium -related construction activities (including but not limited to engineering reports and
Change Order requests) required to be delivered by IMS to the Stadium Lender pursuant to the
Stadium Financing Documents. The Stadium Financing Documents shall provide that (x) the
Stadium Construction Account and moneys on deposit therein (i) shall be kept separate and apart
from all other funds and accounts of IMS, (ii) shall be withdrawn, used and applied as expressly
provided in the Stadium Financing Documents, and (iii) shall be free and clear of all liens, claims
and charges, except for encumbrances established pursuant to the Stadium Financing Documents;
and (y) construction of the Stadium must be pursuant to the Stadium Project Requirements.
(B) Before IMS Commences Construction of the Stadium, IMS shall (or cause
its prime Contractor(s) to) record in the public records of Miami -Dade County, Florida, a payment
and performance bond for each of the applicable Improvements, or the applicable portion thereof,
for each prime Contractor, as reflected in the construction contract between IMS and such
Contractor(s), in the amounts required under Section 255.05, Florida Statutes, which such payment
and performance bonds shall be adjusted to reflect any changes in contract price for the applicable
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Improvements as a result of a Change Order (each, a "Stadium Payment and Performance
Bond"). Each Stadium Payment and Performance Bond (i) shall be in compliance with Applicable
Laws, (ii) shall be in the form set forth in Section 255.05, Florida Statutes, (iii) shall be issued
through a surety authorized to do business in the State of Florida, and (iv) shall name the City as
an additional obligee. IMS shall have the right, from time to time, to substitute or replace, or cause
its prime Contractor to substitute or replace, a Stadium Payment and Performance Bond with
another Stadium Payment and Performance Bond, as deemed necessary by IMS for any portion of
the work. Alternatively, IMS (or its prime Contractor(s)) may satisfy the requirements to provide
a Stadium Payment and Performance Bond by providing the City with an alternate form of security
permitted under Section 255.05(7), Florida Statutes ("Alternative Security"), to remain in place
until evidence reasonably satisfactory to the City is submitted to demonstrate all Contractors
performing work related to the Stadium have been paid and the Stadium has reached Completion
of Construction. IMS shall be responsible for all cost overruns above the Construction Budget.
3.3 Proof of Financing for Commercial Development.
(A) MFP (or its designee) shall provide the City with reasonable proof that
sufficient financing has been secured to Complete Construction of the applicable portion of the
work prior to Commencement of Construction of such work as set forth in Section 2.10. MFP shall
fund the development and construction of the Commercial Development at no cost to the City. For
avoidance of doubt, the City will have no obligation to pay for any portion of the development of
the Commercial Development. To the extent MFP seeks federal, state or county economic or
environmental incentives, the City shall not be responsible for any matching contributions. The
City shall have the right to review all financing documents related to financing of the Commercial
Development and to participate in meetings and other activities related to such financing as the
Parties may mutually deem reasonably appropriate (and the City shall use reasonable efforts to
participate in any such meetings or other activities upon request by MFP). MFP shall not structure
its financing documents to permit a lien or encumbrance upon the Fee Estate, as such term is
defined in the Commercial Lease in violation of Article 12 of the Commercial Lease.
(B) Before MFP (or its designee) Commences Construction of any applicable
portion of the work on the Development Parcel, MFP shall (or cause its prime Contractor(s) to)
record in the public records of Miami -Dade County, Florida, a payment and performance bond for
each of the applicable Improvements, or the applicable portion thereof, for each prime contractor,
as reflected in the Construction Contract between MFP (or its designee) and such Contractor(s), in
the amount required under Section 255.05, Florida Statutes (each, a "Commercial Development
Payment and Performance Bond"). Each Commercial Development Payment and Performance
Bond (i) shall be in compliance with Applicable Laws, (ii) shall be in the form set forth in Section
255.05, Florida Statutes, (iii) shall be issued through a surety authorized to do business in the State
of Florida, and (iv) shall name the City as an additional obligee. MFP (or its designee) shall have
the right, from time to time, to substitute or replace, or cause its prime contractor to substitute or
replace, a Commercial Development Payment and Performance Bond with another Commercial
Development Payment and Performance Bond, as deemed necessary by MFP (or its designee) for
any portion of the work. Alternatively, MFP (or its designee or its prime Contractor(s)) may satisfy
the requirements to provide a Commercial Development Payment and Performance Bond by
providing the City with an Alternative Security, to remain in place until evidence satisfactory to
the City is submitted to demonstrate all contractors performing work related to the applicable
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Improvements (or, as applicable, any portion thereof) have been paid and the applicable
Improvements (or, as applicable, any portion thereof) has reached Completion of Construction.
3.4 Park Site Development Financing. Before MFP Commences Construction of the
improvements on the Public Park Parcel, MFP shall (or cause its prime Contractor(s) to) record in
the public records of Miami -Dade County, Florida, a payment and performance bond for each of
the applicable improvements, or the applicable portion thereof, for each prime Contractor, as
reflected in the construction contract between MFP (or its designee) and such Contractor(s), in the
amount required under Section 255.05, Florida Statutes (each, a "Park Payment and
Performance Bond"). Each Park Payment and Performance Bond (i) shall be in compliance with
Applicable Laws, (ii) shall be in the form set forth in Section 255.05, Florida Statutes, (iii) shall
be issued through a surety authorized to do business in the State of Florida, and (iv) shall name the
City as an additional obligee. MFP (or its designee) shall have the right, from time to time, to
substitute or replace, or cause its prime contractor to substitute or replace, a Park Payment and
Performance Bond with another Park Payment and Performance Bond, as deemed necessary by
MFP (or its designee) for any portion of the work. Alternatively, MFP (or its designee or its prime
Contractor(s)) may satisfy the requirements to provide a Park Payment and Performance Bond by
providing the City with an Alternative Security, to remain in place until evidence satisfactory to
the City is submitted to demonstrate all contractors performing work related to the improvements
(or, as applicable, any portion thereof) have been paid and the improvements (or, as applicable,
any portion thereof) has reached Completion of Construction.
3.5 Community Contributions.
(A) Park Fund Contribution. MFP shall pay the City $20,000,000.00 for the
construction of improvements to the Public Park Parcel or for the operation and maintenance of
the Public Park Parcel (the "Park Fund Contribution"). MFP shall pay fifty percent (50%) of
the Park Fund Contribution upon the issuance of the building permit for vertical construction of
the Soccer Stadium Development and the remaining fifty percent (50%) upon the earlier to occur
of (x) the issuance of a Certificate of Occupancy for the Stadium or (y) the Public Benefits
Completion Deadline. The City shall hold the Park Fund Contribution in a separate and segregated
account specifically designated for the uses authorized herein. Prior to disbursement of any funds
from such account, the City shall certify to MFP that the proceeds from such disbursement will be
used for the purposes set forth herein and, upon request by MFP, the City shall provide MFP with
a detailed accounting of the use of the proceeds maintained in such separate account.
(B) Bavwalk Contribution. MFP shall pay the City $5,000,000.00 for the
benefit of the Baywalk-Riverwalk Project (the "Baywalk Contribution"). MFP shall pay fifty
percent (50%) of the Baywalk Contribution upon the issuance of the building permit for vertical
construction of the Soccer Stadium Development and the remaining fifty percent (50%) upon the
earlier to occur of (x) the issuance of a Certificate of Occupancy for the Stadium or (y) the Public
Benefits Completion Deadline. The City shall hold the Baywalk Contribution in a separate and
segregated account specifically designated for the uses authorized herein. Prior to disbursement
of any funds from such account, the City shall certify to MFP that the proceeds from such
disbursement will be used for the purposes set forth herein and, upon request by MFP, the City
shall provide MFP with a detailed accounting of the use of the proceeds maintained in such
separate account.
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(C) Non -Refundable. The Park Fund Contribution and Baywalk Contribution
shall be deemed earned by the City when made and shall in all events be nonrefundable to MFP,
except for any breach by the City in Section 3.5(A) or Section 3.5(B), in which case the Park Fund
Contribution and Baywalk Contribution shall be refundable, or a breach of the Lease Agreements
by the City that results in the termination thereof.
ARTICLE 4
ENVIRONMENTAL COMPLIANCE
4.1 Responsibility for Environmental Conditions.
(A) IMS's and MFP's Compliance Obligations.
(i) IMS, regarding the Stadium Project, and MFP, regarding the
other Major Project Components, shall comply with all Environmental Laws in connection with
the Environmental Work and the construction and development activities at the Parent Tract, and
shall ensure that their employees, agents, contractors, licensees and sublessees comply with
Environmental Laws in connection therewith. Such compliance shall include obtaining,
maintaining and complying with all Permits required under Environmental Laws.
(ii) IMS and MFP shall not Release any Hazardous Material on
the Parent Tract, except as permitted by Environmental Law. IMS and MFP shall not use, store,
handle, or generate any Hazardous Material on the Parent Tract, except in quantities permitted by
Environmental Law and as necessary for the construction, operation and maintenance of the
Project and the development contemplated by the Lease Agreements.
(B) Responsibility of Parties. The City, IMS and MFP acknowledge that
Environmental Conditions are present on the Parent Tract. MFP agrees to undertake the obligation,
at its sole cost and expense, to complete the Environmental Work necessary to meet the
remediation standards set forth in Section 4.2 in a manner that is compliant with Applicable Laws.
MFP shall use best efforts to commence and continuously take all action necessary to achieve the
NFA Determination as expeditiously as possible. After MFP's delivery to City of the NFA
Determination with respect to the Environmental Work, MFP shall have absolutely no obligation,
liability, cost or expense whatsoever in connection with any Environmental Condition on the
Public Park Parcel.
(C) Remediation of Hazardous Material Release during the Term of the
Agreement. If any Hazardous Materials are Released on or about the Parent Tract in violation of,
or which require reporting, investigation, or remediation under, Environmental Law (a
"Hazardous Materials Release") at any time during the Term, the Party Releasing or discovering
same shall promptly notify the other Party orally within twelve (12) hours of such Release or
discovery and in writing within five (5) Business Days thereafter. If the Hazardous Materials
Release is the result of (x) a violation of Environmental Law by MFP or IMS or their respective
agents or (y) occurred on the Demised Property during the Term or on the Public Park Parcel
during MFP's possession thereof to complete the Park Site Development, and arose from the
activities of MFP or IMS, their respective agents or any third parties other than the City and its
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agents, then MFP or IMS, as applicable, shall promptly take all actions to resolve such Hazardous
Materials Release, at its sole cost, in compliance with Environmental Law. If the Hazardous
Materials Release is the result of (x) a violation of Environmental Law by the City or its agents or
(y) occurred on the Public Park Parcel during any period in which MFP was not in possession of
the Public Park Parcel, and arose from the activities of the City, its agents or any third parties other
than MFP or IMS or their respective agents as applicable, the City shall promptly take all actions
to resolve such Hazardous Materials Release, at no cost to MFP or IMS, in compliance with
Environmental Law on the affected portion of the Parent Tract.
(D) Third Party Liability. Nothing herein shall be construed to limit the
responsibility of third parties who are potentially responsible parties ("PRPs") under
Environmental Law for liability which may be imposed against such PRPs for any Environmental
Condition, but the existence of any such PRPs shall not release either the City or MFP from their
respective responsibilities to each other hereunder for any Environmental Condition, but the
responsible Party as between MFP and the City shall have the right to pursue recovery against any
such PRP.
(E) IMS's and MFP's Breach. If IMS or MFP fails to address the Release of
any Hazardous Material on the Parent Tract with respect to which MFP is responsible to address
pursuant to Section 4.1(D), then, in addition to all other rights and remedies available to the City,
the City shall have the right, but not the obligation, to initiate a clean-up thereof, in which case the
City shall be reimbursed by IMS or MFP for, and indemnified by IMS or MFP from, any and all
costs, expenses, losses, and liabilities incurred in connection with the clean-up (including all
reasonable attorneys' fees) by the City. In the alternative, the City may require IMS or MFP to
clean up the Demised Property (or, if applicable, the Public Park Parcel) and to indemnify fully
and hold the City harmless from any and all losses, liabilities, expenses (including but not limited
to reasonable attorneys' fees), and costs incurred by the City in connection with IMS or MFP's
clean up action. If the City shall have reasonable basis to conclude (based on a written report by a
third party with demonstrated competence in the applicable field) that a Hazardous Material has
been Released on the Parent Tract by IMS or MFP, its employees, agents, contractors, sublessees
or licensees, the City shall have the right, in its sole discretion, to require IMS or MFP to perform
periodically, to the City's satisfaction (but not more frequently than annually unless an
environmental complaint from applicable Governmental Agency shall be then outstanding), at
IMS or MFP's expense, an environmental audit of: (a) the Parent Tract, (b) Hazardous Materials
management practices, and/or (c) Hazardous Material disposal sites used by IMS or MFP. Said
audit must be by an environmental consultant reasonably satisfactory to the City. Should IMS or
MFP fail to perform any such environmental audit within thirty (30) days after the City's request,
the City shall have the right to retain an environmental consultant to perform such environmental
audit. All reasonable costs and expenses incurred by the City in the exercise of such rights shall
be secured by this Agreement and shall be payable by MFP upon demand.
(F) City Reports. The City shall provide to MFP, promptly following MFP's
request therefor, all of the phase I and phase II environmental reports and similar environmental
site assessment reports and other documentation related to the Environmental Conditions regarding
the Parent Tract in its possession.
4.2 Remediation Standards.
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(A) The Environmental Work required by this Agreement may be conducted by
IMS or MFP using risk -based corrective action principles to achieve the NFA Determination
pursuant to this Agreement with a clean-up target level appropriate for the uses contemplated on
the Parent Tract. Such Environmental Work shall be undertaken pursuant to a plan for completion
of the Environmental Work generally in accordance with the preliminary plan set forth as Exhibit
E, as may be modified to address comments of Governmental Agencies with jurisdiction related
to approval thereof. Upon completion of the Environmental Work with respect to the Public Park
Parcel, MFP shall provide to the City an engineering control certification report approval by
Miami -Dade County or other interim environmental approval from the relevant Governmental
Agency indicating that such Environmental Work has been performed in accordance with the
approved environmental plans set forth in Exhibit E. The City hereby consents to such risk -based
corrective action, including the implementation of standard Institutional Controls with respect to
the Parent Tract in connection with obtaining a NFA Determination. In addition, upon request by
MFP of the City and as necessary to secure an NFA Determination for the Parent Tract, (x) the
Grapeland Park Parcel may be included in the Institutional Controls required by any applicable
Governmental Agency and (y) the City shall execute such reasonable covenants or declarations of
restrictions as required by Governmental Agencies in furtherance of the NFA Determination,
which covenants and declarations of restrictions may encumber the Parent Tract and the Grapeland
Park Parcel. The City shall further execute and deliver such other agreements, certificates,
instruments and documents, each as MFP may reasonably request in order to obtain an NFA
Determination; provided, however, that any out-of-pocket costs incurred by City associated
therewith (and approved by MFP in writing) shall be reimbursed by MFP to City.
(B) The City shall promptly execute such documents identified by IMS or MFP
as reasonably necessary to effectuate an Institutional Control, designation of a Brownfield,
approval of a BSRA, or other documentation, to achieve the NFA Determination.
(C) IMS, regarding the Stadium Project, and MFP, regarding the other Major
Project Components, shall expeditiously commence such Environmental Work and diligently
pursue efforts to remediate the Parent Tract under applicable Environmental Law and to obtain the
NFA Determination under applicable Environmental Law in accordance with this Article 4.
(D) IMS, regarding the Stadium Project, and MFP, regarding the other Major
Project Components, shall obtain all permits or approvals necessary to perform the Environmental
Work contemplated herein. To the extent available and not interfering with City intentions, the
City shall allow IMS's and MFP's environmental consultants and contractors, during and in
furtherance of the remediation efforts only, to use existing utilities, including, without limitation,
water and electrical power necessary to operate such systems; provided, however, that IMS and
MFP shall reimburse the City for the cost of such utility expenses to the extent they can be
reasonably ascertained. IMS, regarding the Stadium Project, and MFP, regarding the other Major
Project Components, shall bear responsibility for lawful storage, handling and disposal of any
wastes derived from such Environmental Work (and shall serve as the generator of such wastes).
(E) Except as required otherwise by Applicable Law or as necessary to address
an immediate threat to public health or the environment, MFP shall take the lead in
communications and meetings with Governmental Agencies regarding IMS's and MFP's
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Environmental Work related to the Parent Tract and shall provide the City with seven (7) Business
Days advance written notification of such meetings to allow for the City's participation.
(F) IMS, regarding the Stadium Project, and MFP, regarding the other Major
Project Components, shall provide a copy to the City of, and an opportunity to comment on, all
material reports, remedial action plans, reliance letters, material submittals by IMS and/or MFP
concerning a Release and/or the Environmental Work that have been or are to be conducted fifteen
(15) Business Days prior to being filed with or delivered to any Governmental Agency with
jurisdiction over such Environmental Work or, in the event that a deadline imposed by such
Governmental Agency is less than thirty (30) Business Days, then the City shall have fifty percent
(50%) of such deadline in Business Days to comment on such material submittals by IMS and/or
MFP. IMS and MFP shall provide a copy of all written correspondence received from such
Governmental Agency in response thereto no later than five (5) Business Days following receipt.
4.3 Survival. The obligations set forth in this Article 4 shall survive any termination
or expiration of this Agreement.
ARTICLE 5
INSURANCE; INDEMNIFICATION
5.1 Construction -Related Insurance. During any periods of: (i) excavation and/or
construction, (ii) alteration, (iii) restoration in the event of damage or destruction or condemnation,
(iv) or razing or demolition, IMS, with respect to the Stadium Parcel, and MFP, with respect to the
Development Parcel, hereby agree to provide such builder's risk insurance as required by,
respectively, the Stadium Lease and the Commercial Lease, subject to the terms and conditions
contained therein.
5.2 Indemnification and Duty to Defend.
(A) MFP and IMS shall defend, indemnify and hold harmless the City and its
officers, employees, staff, agents and instrumentalities (the "City 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 Agreement or this transaction,
which the City or any other City 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
MFP or IMS (and/or its employees, agents, servants, partners, principals or subcontractors) of any
obligations of MFP or IMS under this Agreement, other than any liability, loss or damage caused
by the gross negligence or willful breach of the Agreement by the City or any other City
Indemnified Parties (collectively, a "Claim"). MFP and IMS shall pay all Claims in connection
therewith and shall investigate and defend all Claims in the name of City 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 5.2 shall not be construed
to restrict, limit or modify MFP or IMS's insurance obligations under this Agreement. MFP and
IMS's compliance with the insurance requirements under this Agreement shall not restrict, limit,
or modify MFP or IMS's obligations under this Section 5.2.
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(B) MFP and/or IMS shall control any litigation or potential litigation involving
the defense of any Claim, including the selection by MFP and IMS of a single counsel to represent
MFP, IMS and City Indemnified Parties. Notwithstanding the foregoing, if there is a conflict
between the positions of MFP, IMS and City Indemnified Parties in conducting the defense of such
action, or if there are legal defenses available to City Indemnified Parties different from or in
addition to those available to MFP or IMS, or if MFP or IMS fails to comply with its obligations
under Section 5.2(A) above, then City Indemnified Parties shall be entitled to select counsel to
conduct the defense of the Claim and MFP and IMS shall pay for the reasonable legal fees and
related out-of-pocket expenses of such City Indemnified Parties; provided, however, that MFP and
IMS shall not be required to pay the legal fees for more than one law firm for all City Indemnified
Parties in connection with any Claim. City Indemnified Parties shall fully cooperate with MFP and
IMS in the defense of the Claim. MFP and IMS shall have the right to compromise or settle any
Claim without the consent of City Indemnified Parties if the compromise or settlement of the Claim
does not require City Indemnified Parties to admit any liability or incur any financial liability, each
with respect to the Claim.
5.3 Liability for Damage or Injury. The City 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
Demised Property, other than the damage or injury caused solely by the gross negligence or willful
breach of the Agreement by the City or any City Indemnified Parties, and all of which is subject
to the conditions and limitations of Florida Statutes, Section 768.28 and any other Applicable
Laws; provided, however, that in no event shall the City have any liability for a breach of
Environmental Laws with respect to violations of Environmental Law or Releases of Hazardous
Materials occurring on the Demised Property during the Term unless such violation or Release
shall be due to the City's gross negligence or willful breach of this Agreement after MFP or IMS's
delivery of the NFA to City and completion of the Environmental Work. Nothing herein shall be
construed as a waiver or limitation of the conditions and limitations of such statute.
5.4 Survival. The provisions of this Article 5 shall survive any termination or
expiration of this Agreement. For the avoidance of doubt, the obligations set forth in this Article
5 are not intended to be duplicative of the obligations set forth in Article 8 of the Stadium Lease
and Article 8 of the Commercial Lease.
ARTICLE 6
COMPLIANCE WITH APPLICABLE LAWS; LIMITATIONS OF LIABILITY
6.1 Compliance by IMS and MFP. IMS, regarding the Stadium Project, and MFP,
regarding the other Major Project Components, at each at its sole cost and expense, shall promptly
comply, or shall cause others (such as permitted contractors) to promptly comply, with all
Applicable Laws, including all Applicable Laws that may apply to the development and
construction of the Project.
6.2 Limitation of Liability of the City. The City shall not be liable to IMS or MFP for
any incidental, consequential, special or punitive loss or damage whatsoever.
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6.3 Limitation of Liability of IMS and MFP. IMS and MFP shall not be liable to the
City for any incidental, consequential, special or punitive loss or damage whatsoever.
ARTICLE 7
DEFAULT
7.1 Events of Default of IMS or MFP. Each of the following shall be an event of
default under this Agreement:
(A) IMS or MFP fails to make any payment of monies payable to the City under
this Agreement when and as the same shall become due and payable and such default shall continue
for a period of five (5) days after written notice thereof from the City to IMS or MFP (a "Monetary
Default"); provided that if IMS or MFP has committed a Monetary Default in the previous twelve
(12) calendar months, no such written notice or five (5) day period shall be necessary;
(B) IMS or MFP fails to Commence Construction of the Environmental Work
or Stadium by the Commencement of Construction Deadline;
(C) IMS or MFP fails to meet a Completion Deadline;
(D) IMS or MFP fails to maintain any of the insurance coverage required by
Section 5.1 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, as
applicable, IMS or MFP by the City or results in the cancellation or non -renewal of such coverage,
whichever shall first occur;
(E) MFP fails to keep, observe and/or perform any other covenant or agreement
of this Agreement, and such default shall continue for a period of thirty (30) days after written
notice thereof from the City to IMS or MFP 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);
(F) 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
(G) IMS or MFP is dissolved without the City having permitted a successor to
the rights and obligations under this Agreement;
(H) any representation made by IMS or MFP under Section 10.2 shall prove to
have been incorrect in any material respect when made;
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(I) IMS or MFP 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 IMS or MFP; or
(J) a receiver or trustee in bankruptcy is appointed for IMS's or MFP's property
and the appointment is not vacated and set aside within sixty days from the date of the appointment
(with each of items (B) and (C) being referred to as the "Deadline Defaults" and items (B) through
(I) being referred to herein as a "Nonmonetary Default"). Monetary Defaults, Deadline Defaults
and Nonmonetary Defaults are sometimes both referred to in this Agreement as an "Event of
Default."
7.2 Remedies and Termination.
(A) Upon the occurrence of any Monetary or Nonmonetary Defaults set forth in
Section 7.1 by a Party hereto (the "Defaulting Party"), then the other Party (the "Non -Defaulting
Party") shall provide notice of such failure to the Defaulting Party and afford the Defaulting Party
a grace period to cure said failure, as follows:
(i)
grace period shall apply.
Where a grace period is specifically provided, that specific
(ii) Where a grace period is not specifically provided, the
Defaulting Party shall afford the Non -Defaulting Party a grace period of: (i) ten (10) business days
to cure monetary failure; and (ii) thirty (30) days to cure any Nonmonetary Default; provided,
however, that if any Nonmonetary 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 the Defaulting Party 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).
(iii) If any failure to perform shall not have been cured by the
expiration of the applicable grace period, then an "Event of Default" shall be deemed to have
occurred and the Non -Defaulting Party shall have the rights and remedies set forth in Section
7.2(B) below.
(B) If an Event of Default shall occur, the Non -Defaulting Party shall have the
right but not the obligation to cure such default on behalf of the Defaulting Party, in which event
the Defaulting Party shall immediately reimburse the Non -Defaulting Party for all sums paid by it
to effect such cure, together with interest thereon at the Default Rate.
(C) If a Deadline Default shall occur, the City shall have as its sole and
exclusive remedies the rights, as applicable, set forth in Section 5.4 of the Commercial Lease and
the Stadium Lease.
(D) Cumulative Rights. With the exception of a Deadline Default (which
remedies are set forth in Section 5.4 of the Commercial Lease and the Stadium Lease), the remedies
heretofore described in this Section 7.2 shall be in addition to any other remedy the Non-
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Defaulting Party may have at law or in equity in the event of an Event of Default, including without
limitation:
(i) An action to recover monies then due and owing from the
Defaulting Party, together with interest thereon at the Default Rate, from the date on which such
monies were due;
(ii) An action for specific performance of non -monetary
covenants and agreements on the part of the Defaulting Party; and/or
(iii) An action for recovery of all actual losses, costs and
reasonable attorneys' fees incurred by the Non -Defaulting Party in connection with, arising out of
or in any way related to such default.
7.3 Events of Default of the City. The provisions of Section 7.4 shall apply if any of
the following "Events of Default" of the City shall happen: if (x) default shall be made by the City
in failing to keep, observe or perform any of the duties imposed upon the City pursuant to the terms
of this Agreement or (y) any representation made by the City pursuant to Section 10.1 shall prove
to have been incorrect in any material respect when made, and such default shall continue for a
period of ninety (90) days after written notice thereof from IMS or MFP to the City setting forth
with reasonable specificity the nature of the alleged breach. In the case of any such default or
contingency which cannot, with due diligence and in good faith, be cured within ninety (90) days,
the City 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.
7.4 Failure to Cure Default by the City. If an Event of Default of the City shall occur,
IMS or MFP, at any time after the period set forth in Section 7.3 shall have the following rights
and remedies which are cumulative:
(A) To recover from City damages IMS or MFP incurs by reason
of City's default, including reimbursement of IMS's or MFP'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 an Event of Default of the City and to obtain a decree specifically
compelling performance of any such term or provision of the Agreement; and/or
(C) To terminate any and all obligations that MFP or IMS may
have under this Agreement, in which event MFP or IMS shall be released and relieved
from any and all liability under this Agreement, except for those obligations accrued and
owed prior to such termination, and shall surrender possession of the Demised Property to
the City.
MFP may perform the City's obligations hereunder and offset the actual costs and expenses
incurred by MFP in doing so against rent thereafter coming due under the Commercial Lease.
Notwithstanding the foregoing, in no event and under no circumstances will any remedies set forth
in this Section 7.4 require the City to undertake any action in its governmental capacity.
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ARTICLE 8
NOTICES
8.1 Addresses.
(A) All notices, demands or requests by the City to IMS shall be deemed to have
been properly served or given:
If addressed to:
Inter Miami Stadium, LLC
Attn: Pablo A. Alvarez
800 S. Douglas Road, 7th Floor
Coral Gables, Florida 33134
or to such other address and to the attention of such other party as IMS may, from time to time,
designate by written notice to the City.
(B) All notices, demands or requests by the City to MFP shall be deemed to
have been properly served or given:
If addressed to:
Miami Freedom Park, LLC
Attn: Pablo A. Alvarez
800 S. Douglas Road, 12th Floor
Coral Gables, Florida 33134
or to such other address and to the attention of such other party as MFP may, from time to time,
designate by written notice to the City.
In order for notices, demands or requests from the City to IMS or MFP to be effective, the City
shall, simultaneous with each notice, demand or request submitted to IMS or MFP, 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 IMS or MFP, at any time during the term hereof, changes its office address as herein stated, IMS
or MFP will promptly give notice of the same in writing to the City.
(C) All notices, demands or requests by IMS or MFP to the City shall be deemed
to have been properly served or given if addressed to
If addressed to:
The City Manager, or his/her designee
444 SW 2nd Avenue, 10th Floor
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Miami, Florida 33130
with a copy to:The Department of Real Estate and Asset Management
444 SW 2' Avenue, lot' Floor
Miami, Florida 33130
with a copy to:
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 the City may, from time
to time, designate by written notice to IMS or MFP. If the City at any time during the term hereof
changes its office address as herein stated, the City will promptly give notice of the same in writing
to IMS or MFP.
8.2 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
electronic mail if the Party shall have provided a current electronic mail address, but said 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 9
CONSTRUCTION OF TERMS AND MISCELLANEOUS
9.1 Severability. If any provisions of this Agreement or the application thereof to any
person or situation shall, to any extent, be held invalid or unenforceable, the remainder of this
Agreement, 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.
9.2 Captions. The article and section headings and captions of this Agreement and the
Table of Contents, if any, preceding this Agreement are for convenience and reference only and in
no way define, limit or describe the scope or intent of this Agreement nor in any way affect this
Agreement.
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9.3 Recording. A Memorandum of this Agreement may be recorded by either Party
among the Public Records of Miami -Dade County, Florida, at the sole cost of the Party filing the
document.
9.4 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
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 Agreement, which has been drafted by all of the Parties.
9.5 Consents. Whenever in this Agreement the consent or approval of the City is
required, such consent or approval may be made by the City Manager or his/her designee on behalf
of the City only to the extent: (i) this Agreement does not specify otherwise; (ii) City Commission
approval or consent is not required pursuant to the terms of this Agreement or any Applicable Law;
and (iii) such does not amend this Agreement in any material respect or increase the City'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 the City 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 IMS or MFP of the obligation of obtaining the City's prior
written consent or approval to any future similar act or transaction. In no event shall the City's
failure to respond to any request for consent or approval by the City be deemed to constitute such
consent or approval, in whole or in part.
9.6 Entire Agreement. This Agreement, together with all of the Lease Agreements
and the Non -Relocation Agreement, contains the entire agreement between the Parties hereto and
shall not be modified or amended in any manner except by an instrument in writing executed by
the Parties hereto. [PENDING FINALIZATION WITH MFP]
9.7 Assignment. Neither MFP nor IMS may assign its rights or obligations under this
Agreement (whether via merger, stock or asset sale, recapitalization, or otherwise) without the
prior written consent of the City. However, the City acknowledges and agrees that this Agreement
(or the rights and obligations hereunder) may be assigned, without the requirement of consent (or
any additional consent) from the City, in conjunction with a permitted assignment or transfer of,
respectively, the Stadium Lease or Commercial Lease; provided, however, that neither MFP nor
IMS shall be released of any of their respective obligations or liabilities hereunder as a result of
any such assignment or transfer. The terms herein contained shall bind and inure to each Party, its
permitted successors and assigns, except as may be otherwise provided herein.
9.8 Holidays. It is hereby agreed and declared that whenever the day on which a
payment due under the terms of this Agreement, 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.
9.9 Exhibits and Schedules. Each Exhibit and Schedule referred to in this Agreement
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 Agreement.
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9.10 Brokers. The Parties hereby represent and agree that no real estate broker or other
person is entitled to claim a commission as a result of the execution and delivery of this Agreement.
9.11 Governing Law/Venue. This Agreement, 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. Any claim, dispute,
proceeding, or cause of action, arising out of or in any way relating to this Agreement, or the
Parties' relationship shall be decided by the laws of the State of Florida. Subject only to Section
9.12 below, the Parties agree that venue for any of the foregoing shall lie exclusively in the courts
located in Miami -Dade County, Florida.
9.12 Alternative Dispute Resolution. The Parties agree that any controversy, dispute
or breach arising out of or related to this Agreement shall be resolved pursuant to the terms of
Article 13 of this Agreement.
9.13 Time is of the Essence. Time is of the essence.
9.14 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 Agreement, unless there
is a specific reference to another document.
9.15 Costs and Attorneys' Fees. Each of the Parties hereto shall bear its own costs and
attorneys' fees in connection with this Agreement, including any litigation or disputes arising out
of this Agreement. Notwithstanding any language to the contrary contained in this Agreement,
nothing contained in this Agreement 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 Agreement
limit any other provision of this Agreement entitling the City to recover attorneys' fees and costs
from MFP or IMS where such attorneys' fees incurred by the City are due to actions unrelated to
the enforcement of this Agreement (i.e., incurred by the City due to third party claims or as part of
an indemnification obligation). The terms of this provision shall survive the termination of this
Agreement.
9.16 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.
9.17 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 Agreement, or the negotiation,
execution or performance of this Agreement (including any representation or warranty made in or
in connection with this Agreement or as an inducement to enter into this Agreement), 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 Agreement, including any direct or indirect owner,
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director, officer, manager, employee (including, in the case of the City, the City Manager and the
City's staff), incorporator, member, partner, stockholder, affiliate, agent, attorney or representative
of any signatory and party to this Agreement (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 Agreement or for any claim based on, in respect of, or by reason of this
Agreement. Non -Party Affiliates are expressly intended as third party beneficiaries of this
provision of this Agreement. The provisions of this Section 9.17 shall survive the termination or
expiration of this Agreement.
9.18 Public Records. To the extent applicable, IMS and MFP shall comply with Section
119.0701, Florida Statutes, including without limitation: (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 IMS or MFP 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 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, (5) transfer, upon the written request of the City and at no cost to the City, all
public records in IMS's or MFP'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, IMS and/or MFP 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.
9.19 Cooperation. The Parties shall take all ministerial actions and proceedings
reasonably necessary or appropriate to remedy any apparent invalidity, lack or defect in
authorization, or illegality, or to cure any other defect, which has been asserted or threatened,
except with respect to the City, the City shall not be required to take any such action which requires
City Commission approval or is deemed by the City to present a conflict of interest or is deemed
to be contrary to Applicable Law or which requires the City to incur any liability, cost or expense.
ARTICLE 10
REPRESENTATIONS AND WARRANTIES
10.1 The City's Representations. Subject to the assumption that this Agreement is in
compliance and is approved in accordance with the Charter Amendment and the Referendum, the
City makes the following representations and warranties:
(A) The City is a municipal corporation of the State of Florida and has the
governmental power and authority to enter into this Agreement and, to the City's knowledge,
perform its obligations under this Agreement, and the parties signing or joining in this Agreement
on behalf of the City have the governmental authority to bind the City and to enter into this
transaction.
52
(B) This Agreement has been duly authorized by all necessary governmental
action on the part of the City and does not require notice to or the consent or approval of any trustee
or holder of any indebtedness or any other Person.
(C) As of the Possession Date, to the City's knowledge, there is no pending or
threatened action to take by condemnation all or any portion of the Stadium Parcel or Development
Parcel.
(D) Neither the execution, delivery or performance of this Agreement by the
City, nor, to the City's knowledge, the consummation by the City of the transactions contemplated
hereby, nor compliance by the City 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 the City, or
any indenture, mortgage, contract, lease or other instrument to which the City is a party or by
which it or any of its property is bound.
(E) There is no action, suit, investigation or proceeding pending or, to the City's
knowledge, threatened against the City before any court, arbitrator or administrative body or
Governmental Agency and which, if decided adversely to the City's interest, would have an
adverse effect upon the ability of the City to perform its obligations under this Agreement.
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 and the City
Manager and the executive staff of the City Manager's office.
10.2 MFP's and IMS's Representations and Warranties. As of the Effective Date,
MFP and IMS, each severally and not jointly, make the following representations and warranties:
(A) Organization. Each of MFP and IMS 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 obligation under this Agreement.
(B) Authorization/Consents. This Agreement has been duly authorized by all
necessary action on the part of each of MFP and IMS and does not require notice to or the consent
or approval of any trustee or holder of any indebtedness or any other Person.
(C) Execution. This Agreement, upon the execution and delivery hereof, will
constitute, a legal, valid and binding obligation of each of MFP and IMS, enforceable against it in
accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency
or other similar laws affecting the enforcement if creditors' rights generally and by general
principles of equity.
(D) No Violation. Neither the execution, delivery or performance of this
Agreement by MFP and IMS, nor the consummation by MFP and IMS of the transactions
contemplated hereby, nor compliance by MFP and IMS 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 MFP and IMS, any applicable law binding on MFP and
IMS, or any indenture, mortgage, contract, lease or other instrument to which MFP or IMS is a
party or by which it or any of its property is bound.
53
(E) Litigation. There is no action, suit, investigation or proceeding pending or,
to its knowledge, threatened against MFP or IMS before any court, arbitrator or administrative or
Governmental Authority and which, if decided adversely to MFP's or IMS's interest, would have
an adverse effect upon the ability of MFP or IMS to perform its obligations under this Agreement.
(F) Team. The Team is a member of MLS in good standing.
(G) Neither IMS, MFP nor any Affiliate thereof, any Person having an equity
interest in IMS or MFP, nor, to IMS' or MFP's knowledge, any of IMS' or MFP's officers or
directors, employees or agents is: (i) 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; or (iii) the target of Sanctions.
(H) The funds or other assets used in connection with this Agreement 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)).
(I) IMSH and MFP each hereby represent and warrant that each (a) has
concluded whatever studies, tests, inspections, evaluations, and investigations it desires related to
the Parent Tract and Demised Property, including title, survey, soil tests, environmental analyses,
analyses of any zoning or land use restrictions, and inspection of the physical condition of the
Parent Tract and Demised Property, and (b) has elected to proceed under this Agreement based
upon its own due diligence, without reliance upon any representations or warranties of the City of
any kind or nature whatsoever, whether express or implied, other than those expressly contained
in this Agreement, and has accepted the Parent Tract and Demised Property on an AS IS/WHERE
IS AND WITH ALL FAULTS basis.
(J) MFP is solvent, is able to pay its debts as they become due, and MFP 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 Agreement.
Should any of the foregoing representations and warranties prove to be incorrect, it shall
be the obligation of MFP and/or IMS, as the case may be, to cure those warranties and
representations, which are set forth herein forthwith at the expense of MFP and/or IMS.
ARTICLE 11
EQUAL OPPORTUNITY
11.1 Equal Opportunity. IMS and MFP each represents and warrants to the City that it
will comply with §18-188, §18-189 and §18-190 of the Code. IMS and MFP each hereby
represents and warrants that it shall not engage in discriminatory practices and shall not
discriminate in connection with IMS's or MFP's use of the Demised Property on account of race,
54
national origin, ancestry, color, sex, religion, age, handicap, familial status, marital status or sexual
orientation. Further, should IMS or MFP introduce or have existing membership rules for patrons
at the Demised Property, IMS and MFP will comply with the non-discrimination provisions
incorporated within §18-188, §18-189, §18-190, and §18-191 of the Code.
ARTICLE 12
LIVING WAGE
12.1 Definitions. For purposes of this Agreement, the following additional definitions
apply and shall be incorporated as part of the Definitions included in Section 1 above:
(A) "Covered Employer" means any of the following Persons: (a) MFP, (b)
IMS, or (c) a sublicensee; 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" means 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" means, collectively, all Affiliates of MFP or IMS that
lease, occupy, operate or perform work at the Demised Property and that have one or more direct
Site Employees.
(D) "Site Employee" means, with respect to any Covered Employer, any
natural person who works at the Demised Property 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 Demised Property. 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 Demised Property, (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" means 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.
12.2 Living Wage.
(A) If, and for so long as, MFP or IMS is a Covered Employer, MFP and IMS
shall pay each of its Site Employees no less than a Living Wage. MFP and IMS 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) MFP and IMS shall establish a policy in the Demised Property providing
for its sublicensees to pay a Living Wage to its Site Employees based on a sliding scale
55
implemented over four (4) years from the date of occupancy of such sublicensee on the Demised
Property, commencing with a Living Wage at $11.00 per hour.
(C) MFP and IMS shall provide incentives, which shall be negotiated on a case -
by -case basis, to sublicensees not otherwise meeting the Small Business Cap to encourage them to
provide a Living Wage to their employees.
12.3 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.
12.4 IMS, regarding the Stadium Project, and MFP, regarding the other Major Project
Components, agree to use "good faith efforts," through the prime contractors and their
subcontractors, to have twenty percent (20%) of the construction labor force comprising of union
employees. The applicable contracts with IMS's or MFP's prime contractors will contain
provisions requiring such prime contractors and their subcontractors to use "good faith efforts" to
have twenty percent (20%) of the construction labor force comprising of union employees. IMS
and MFP have commenced negotiations with United Here, Local 355, on a Labor Peace
Agreement. If the construction work is phased, the requirements of this Article 12 shall apply
individually to each and every phase. When evaluating whether IMS or MFP, through their prime
contractors and their subcontractors, have undertaken "good faith efforts" to comply with the
requirements set forth herein, the parties agree that the evaluation factors (as reasonably modified
to address the specific circumstances set forth herein) included in Appendix A to 49 CFR Part 26,
Guidance Concerning Good Faith Efforts, shall form the basis of such evaluation.
ARTICLE 13
ARBITRATION
13.1 Binding Arbitration. Any and all disputes arising out of or related to this
Agreement shall be submitted to binding arbitration in accordance with the provisions of this
Article 13; provided, however, that no such dispute relating to the payment of Rent or the
obligation to carry insurance or the determination of an Unavoidable Delay hereunder or under the
Lease Agreements shall be submitted to binding arbitration pursuant to the terms of this Article
13. The matters to be submitted to binding arbitration in accordance with this Article 13 shall
include, without limitation: (i) whether the City's, MFP's, or IMS's actions hereunder are
"reasonable" where this Agreement or the Lease Agreement 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".
56
13.2 Procedures. Any binding arbitration pursuant to this Article 13 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 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 the City, MFP, or IMS 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 MFP or IMS; 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. 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
57
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 form 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.
(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 Section 13.2(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.
58
(xiv) In determining any matter before him or her, the Arbitrator
shall apply the terms and provisions of this Agreement, and shall not to the extent such terms are
ambiguous 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.
13.3 No Delay in Completion of Work. There shall be no interruption of Work pending
the completion of any arbitration proceeding hereunder. For the avoidance of doubt, if there is
dispute or matter which is subject to arbitration hereunder, such dispute or matter shall in no event
be deemed an Unavoidable Delay or be grounds for an extension or delay of any of the
Commencement of Construction Deadlines or Completion Deadlines.
[The remainder of this page is intentionally left blank.]
59
IN WITNESS WHEREOF, the City has caused this Construction Administration
Agreement to be executed in its name by the City, as authorized by the City Commission and MFP
and IMS have caused this Agreement to be executed by their respective duly authorized
representative, all on the day and year first herein above written.
Signed in the presence of: CITY:
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
[SIGNATURES CONTINUED ON NEXT PAGE]
[Signature Page to Construction Administration Agreement]
Signed in the presence of: MFP:
Print Name:
Print Name:
Signed in the presence of:
Print Name:
Print Name:
MIAMI FREEDOM PARK, LLC,
a Delaware limited liability company
By:
Name:
Title:
IMS:
INTER MIAMI STADIUM, LLC,
a Delaware limited liability company
By:
Name:
Title:
EXHIBIT A-1
LEGAL DESCRIPTION OF PARENT TRACT
LEGAL DESCR°i1r.
ALL THAT .PORTION OF LEJE WE GAF`.,= =STA ES SECTION 4, ACCORDANG - __. _DF AS RECORDED ,.:"4 PLAT BO"J�o' 44 AT
PAGE 23 aF 7 P h9LN' RECGROS ' 444'-DACmTr, C Tr, Fw A, - . _ ry ,aRY Of RE FCwLt> NG JESC'D
LAND TOGETHER N117' ,i,N'-SU8D"Uufa . MOS LYW`G WNW T HORTNtr::. -' FIT D° SECflCW 32.. TO19dVS41P 53
501.2 74 RANGE 41 EAST, 5:44 LANDS L hVI`> +TOPE PoTC'JL.441. 0ESCCka21 A5-GLt(;05;
C10M1 EI�CE AT THE SOUNVE5T COME!? OF THE NORTHEAST P 4 OF SA10 arcalY T Y E Ao034'.35''W .4.0641: THE WES
LINE OF SAID NORMLIET 1/4 FOR 45.06 FEET: THENCE EAS.TERLY ALONG A LIVE PARALLEL 1447?+' Ah40 45 FEET NORTH OF NE
SOUTH L5 E OF SAOD NORTHEAST .114 .488'08'18'f FOR 849..3E FEET TO THE al:NT OF 8EG'WWiG OF THE PARCEL TO 8E
DESCR'8E0°: THENCE 'iGY.'0.i3°17'u' ALONG Tr.fE' RIGHT- OF-mr OF NE txtriTE{;' ACCESS TO tE,foiE ROWS (Ira' 42T+' AIENu '
FOR .59.96 FEET; A4EVGE ?L!4' ALONC SAGO LAW,VE'J ACCESS .RIGHT -OF -MY N4858`49rW FO+^*. 56253 FEET TO A .POOT 0
THE HEAT 0ES Ri E0 I VP . v[7 POINT 5EARS S45`242'w Raw ,TS CENTER: THENCE NC1.F''?111z:57Er'Lr ALGAVG SAID
C1RCIUL4I? CURIE CONCAVE TO THE NORREA{T ? 1I Y G A FG40U1,'S .0ti< 470_00 FEET, A CENTRAL ANGLE OF 41'd0'5T" FEW? AN
ARO aST?i E 0P 337.81 FEET TO A_ MAT OF TANGENCY; TwE10E 5U,"i ALONG SNO ath =0E-W.AY NO3'2508'141 523.61
FEET: D+ErOSE 0i4? I E{1ERLY ALONG S4Nf! R1G1ai-OF-WAY NO.758'005 FOR 193:88 FEET TO ITS INTERSECTION OM A LAVE
PARALLEL TO AND 50.00 FEE EAST OF THE I*E'ST LINE OF THE SA10 NORT!EA.ST r/4 OF SECTI V'' 37; THENCE RUN ALONG
TF.iE EASTE:41_Y R, '+i7-Of-144} .L1NE rJr' +i 1EO.NE .4t40 PM 410 ,4vEM)Ej r754',35 W FOR 992-21 FEET TO A PONT;
T1fE.4'0E .+?G V L38'49'4 T °?= FOR A ENSTANCE O~' 251.82' FEET TO A . PVT, I ENCE 1W N713 04 29 E FOR 4 UL'STANVE OF
255.45 FEET TO !TS 1r"A7fR.SECTOi 1V'TH THE ."AORD uNE Gf mE :SA'O NORhEAST .1/4 O .5E070.4' 32 T ENCE Ray ALONG
S+4L' liORTH ONE NB7'24211E' 'TIR 20;9..58 FEET TO 17.S AVTERSECTTON OVIW IkESTELY R _714T-DF WAY L4VE OF .4'W 57TH
AvEhsJE AS SHE/MY ON SHEET 2 7D TO ME masieCIPAL ATLAS OF ME UN OF 1<ali4.1P1, £4 D PONT OF !1 TERSECRON 1RE9 9 ON A
aRMAI? CURVE COf'iC4LE TO ME £45i AND r3Ed,R5 W5523'5.1'E TO TaTE CENTER OF S4E? CURVE; MEN+E SOUTHERLY A.J 47
s:40 wORVE kovi,6 A RADC6 r483,40 FEET A CENTRAL AN 1E 1° 007ta'"d$' FOR Ai"i ARC 01.5TANYE Of 7,!5 FEET;
TRE.NcE ALONG SM7 171-CHT-OF-1'.lr TANGENT TO TIE LAST 6fSCR/BED C1RVE SOi'5257 t FOR 246.61 FEET TO A TC4it &
OORVAT,RE OF A CIRCULAR GURvE CONCAVE TO .WE f.45: TEN E .5<'rT ' k 0 G J0 T-(f-14 1 r. r t trRG r i vm A
RAM'S OF 2871.79 FEET A CEM? 4L ANGLE OF 04748'13' F04R N ARC 'DsTmCE OF 242. 77 FEET TO A FONT O° TANGENCY;
'TkNGE RUN ALONG .Sam' T- -1KA Y S06'4! `P P'E rop 7,52 FEE TO A CMGVLAR Cir CONCAVE TO T1-1E WE511'
TF1'CE A2A4'G SA.3 17aG4T-OF-HWY A"iQ CL!'?NE HVi+k'5 A RADIOS G° 2864.79 FEET A CENTRAL ANGLE OF D4748'13` FOR AN
Ar G aGT4.I OF 2403.9 FF_ET IV A pn0�n.'1T OF TANGt 1.500 P.'NT 5EE!NG .35 Ff57 NE5T 0.F t A5' LINE + ` GAO. NORMEAST i/4, THENCE PUN 4i ONC .RIGt2T OF-i+ 4Y SS.? i'52'67'E FOR 535 07 FEET TO !T' !)fTERSEC.T10N WM A _ice' 3D. 00
FEET .50UTh1 0 ANO .PAI7ALLEL TO HE +ORM L'VfE OF THE 500ThEA5T 1/4 OF ME °VOS''flEAST 1/4 OF .SAID SEC T1CNI 32;
THENCE 746°27'W AIO.MG SAO PARALLEL LAVE FC9 700.00 FEET TG' A P '1T 735-00 FEET WEST OF ME EAST r1NE OF 910
NORTHEAST 1f4; T FJ.E 5 0175257`1 P,INALE TO SAI'J EAST LNiE FOR 10654.41 .FEET; THENCE R!1r1' 588'613'157V FOR A
OTSTANCE (3F 80,0O FEETTf-'EE hY`J."N' .SC1!'S2'07rE FOR A ,NYArv'OE GF 243.00 FEET Tr1ENOE WESTERLY AtOAV..A 11.4ti1E
PARALLEL IF7TN AND 45 FEET NORM' OF THE SOUTH L!:NE OF 5.410 NORTHEAST 1/4 Of SAD SEC7ON 32; THENCE RVN
S68`08'1814' FOR 1 .36,7r FEET TO 77E P YHT OF BEGAN NZ.
EXHIBIT A-2
LEGAL DESCRIPTION OF DEMISED PROPERTY
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 FOR A 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
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.
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 FOR A 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°20'01" 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
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 FOR A 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 FORA 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
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°20'01" 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
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.
EXHIBIT A-3
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 FOR A 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
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.
EXHIBIT A-4
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
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 FOR A 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, FOR A 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°39'10" 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
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.
EXHIBIT A-5
LEGAL DESCRIPTION OF PUBLIC PARK PARCEL
ALL 7FlATPORTrad :±.e.V$ lARi7EN E5TAEI i:iCWON d A¢1; n TO PE PtAT TFEETEE`.JF, A5 RECOPZE0 #1NEAT "700K 411 AT
PAGE 2 OF THE Raiz REcaTes OF M'rUN-77ALAE C-2,W?7 FLORIDA, LENS WPM Th1= L%C7tOWRY CR THE FCALOWNG F SC 5EO iA1P]
TOCfT0-EE'R 1407Fr CV,f -5t0D0110f0 LAWS oft; IrTFfMN THE rTFAEASr ONE-OVARE+R (1 4.1 CF 5ECTTON 32 FORN9:1)0 53 SOUR.. RAN(F 4f
EAST, S4,'G LAOS &ENG MORE PARTYGULARI r &fSORBED AS FOUOIE
Cfa1404E CE AT THE SCta",Rfi1EST firmER OF at HORMLEASTT CM,E-OL0ARTER (7f4) OF SAO SECTN .12; MERCY POI ALCM° TP,E SOL811
LNME OF THE Ali E45ir OWE u,AM? (f/4) OF 3419 SECVON 32, WOW 1118'T8* FIST FOR A MAKE OF 649.34 FEET TO A EMIT;
Th1E4CE Rum NORTH OOY53'f7' IPL-ST FOR .A RSTANCE OF 45.01 FEET TO A PONT OAT A LATE 45.00 FEET NOPN OF AO PAr7AAl2E! 04Ti4
A8 ditE4SiARED AT ANT ANGLES TO, 17+E SAti? 800774 UNE OF TIE KIRTkEAST ONE-0ti4F'TER (1/4) OF SEG7TON 32 A"4O mE POW- OF
BEGNMIOG OF TFiE F/Op�LL�yOywy�LNG OES7 D. PARCEL OF LAM THENCE ' ALONG Rif EASTERLY DOTED ALY.'E4'S RiCFIT-G*-xrlr L,"NE [F
Miff. 4 2 AI¢A1 E i(E ELPIE ROAN ME F7.7Lt010Ni' TTNPFE (J) COL.N5M (7) ThENCE PI W mom/ 00,5,3'17' ii.E5T FOR A OarANCE OF
59.A. FEET TO A PONT; (2,1" THENCE Ruh' NORM4f5,6i9' illEST FOR A Lu5A ACE OF 562.53 FEET TO A PONT O4 7iA' liER'r Damao
CYIC'Ld[AR' C0I E COS+rxi'rE TO TFLE KIR MAST; (3j TriE CE Rfi? NORIA/STL742Y A0110 TFE ARC OF S4 7 CGP74E TO THE R 7TT t14106 A
RADIOS OF 4700) FEET A COWL A0,03LE OF 26'08'25; A ONiOR0 2EACTF0 OF 22652 FEE TALCINO.A CHOW Er49OF FORTH
30'31'45' 141 5T, FI2R .A 0519AAICE OF 23A84 FEET TO A P0I ?FENCE .RiAM NOON 56 ' EAST FOR 4 DISTANCE OF 7.19.49 FEET- TO
A PONT OF O.JdRVATL14E (7 A MOLAR O.ARIF COCA& TO THE.T e'PT3f4fES'T 71-rEN4E PIA NOR MOSTEFTtY ALM' T7;E ARC OF Sn40
OR49 AR OL4RLE Tp THE dr' r, HAIAPI6 A PALAVS OF J04.(7 FEET A LEINAL ANGLE OF 5757Or; A MORO LEhG1N OF 14d42 FEET AhE'1
A L7TGRL diAR IZ OF 1JCRTN d373CJ 23" EAST FOR AM ARC JONS FAZE OF r59 s4 FEET TO A PONT OF REVERS£ CuRVATLIRE NENCE Rod
JM04RTT4E451RO' ALONG rhr ARC OF A OLRO'JLAR ON If 7p TT F NWT f -LAING A RA0PJ5 OF 56548 FEET A CEN1FTAt AMIE OF
843f6; A CHORD LEk'GTh' OF 110.19 FEET ANY? A CR RD 9EARNiIG OF NOR KY 4120'31' EAST, FOR AN .ARC DISTANCE £f 127024 FEET
TO A PONT O1' NE .6E 7 DOOMED NON- 74PI0E&r L:7P'TCGYAR OiRIE COMAVf TO THE r OI??MeST Th1E5 E Rt N NORM ASTER! r ALaro
TOLE ARC OF 540 CIRCZUR CUR 777 f4F LEFT; RAMC' A RADIUS OF 42029 FEET A EETT7RAL AW(E OF 857629 A C 7D LEJNCTN
OF 56647 Fir AMJ A G^1CR0 Elf ARC16 Of NORTH „'15125' EAST„ FOR AN ARC Ol5TAMT Of 620_30 FEET TO A PONT, TRDICE NLP,F
h4t44Th" 03-03'12' HEST FOR A DISTA,S+CE OF 315E24 FEET TO A PONT TIERCE RLLiri Nr]1MTit 66'S4` CAS T FOR A LNSTANOE tF 40557
FEET TO A TAINT' MINCE RG4i.NORN OT52' E IIESTFC87 A 01STANCE Of 212.22 FEET- TO A PONT,Nara R2W ALONG THE NOR Tk
LMNE OF Th1E AMRAST f 4 OF SAD SECTION 3 N WTTe 87'24'1f' EAST FAR A DISTANCE OF 100.02 FEET TO A PONT ON A
fOer-TA h ENT Cd7tuLAR &ATE OCWCA if TO TFAE EAST;THENCE f1.W SO+TPERt r ALOW2 ?M ARO OF SAO CNRi JLAR aeif 7(2 TFnE LEFT
MA INC A RADIUS OF 1463.40 I-F 7. A LJVTFAL AA LE OF 0076'48; A CHORD LFNG'7FF CF z15 FEET A443 A CifORO WARM OF 50UTH
Drd1.j3' €AST, r'i1R AN ARV DISTANCE OF 7715 FEET TO A PORT OF TAI h10'r ?•FREKE RIP SOUTH O!S25Y EAST Fp7 A XSFANCE OF
2464O FEET TV A PONT Cf CJ I/ TEE OF A CIRCULAR aim CC4VCA 4E TV THE EAST THENCE RUN SOUTHERLY Abswia TE ARC OF
SAO ORNLAR CLIWrf TO TIE LEFT RA MC A RAOA4&S OF 24.17f.79 FEET,, A CENTRAL A4l22E OF C4 J4` A t TOd 0 LENCTY OF 24OD
FEET AND A CFA00 .6EARNC OF SOUTH O477O4' EAST, FAR AN ARC DISTANCE OF 240.76 FEET TO A PONT OF ANODIC r„ TFIEFNCE RUN
Sd0100.1 Ai 1'11' EAST FAR A, DIS74HCE AF 11761 FEET 70 A POINT OF C? .kATO9E OF A ORCYL4R CAW CCOCALE TO 1FOE HEST,
RdENOE 4tW SExatgis r A Wig. THE ARC OF A C000L4R CtiliVf 70 THE.R01217 NARelf C A RAMS CF MA19 FEET, A CfiITRAL ANS.E
OF 04'45.147 A LE740TT,I OF 240.1Z FEET AAV A CHOW 8EARM5 ,7 50(.1 0417'04- EAST, FOR AN A4C ,'STANCE OF 240.151
FEET TO A FONT OF TAiiiaNC); MENU- Ray ALONG A LIALF 55 DO FEET AM- OF API? PARALLEL 70, Rif EAST LN1EE OF WE NOPTI-64.5T-
V4 OF SAID 3CTJOff 32, SOOT.; 0152V' EAST FOR A aSTANOE OF 535.07 FEET TO A G>4NT rrE E Row9O'JTFd 57'46'2e M3'r FOR
A DISTANCE OF 700.09 FEE TO A PONT. Praia- R2AN mow C752'57' EA57, ALONG THE HEST RE iT IVAr LoNf OF TFAE ST1499,40
AIR LMYEE RAEL .ROAD AND ROE EAST LANE CF L XA 5 "LELW( G4ROEN ESTATES SECTION 4; FLAT SOX 44 PACE 23 CF TTE Pam.'
RECORDS OF M?+11N-DADS COUNTY, F-LORDA. FLR A O"S74WCE OF 1064, 41 FEET TO 4 FIAT MENCE R fl1 SOAPY 88078- HEST FA4 A
L7T$7AY7E 51.7O0 7097 TO A PawT; ,'#E1&CE +7CAY! BUTT+ Or57.57 Ed Si rye A DZTANCE OF 2P,300 FEET R7 A PORT, 7F10i'+O'F
5OVTH 68TWffi'. 14EST; Atli' A LANE 4- .11) `; T NQRTP1 OF ME $00ITN LA1f OF TT, N WT 0A5T .r/4 OF 5AV 5(977ON . FoR A
dJIP:VICE OF 7235.71 FEET 70' ThE P02'i r Lk bEEG1+ AMC; COW-45wANWS 2,, 531 266 SQUARE FEET MORE OR LESS OR 51 CV ACRES lf+ (7
LESS
EXHIBIT B
STADIUM PROJECT REQUIREMENTS
PROJECT PROGRAM SUMMARY BUILDING AREAS
CURRENT PROGRAM AND HIGHLIGHTS'
Administration
Back of House
Circulation
Mechanical
Food & Beverage
Loading Dock / Parking
Locker Rooms
Press
Retaa!
Premium Club & Su es
Restrooms
Seating Bowl
Approx Total Net Sf
PJet to Gross (10%)
Approx. Total Gross Sf
11,000
18,100
177,200
15,400
24,900
23,600
23,000
13,000
1,000
42,200
25,600
170,000
545,000.0
54,500.0
599,500.0
• PRELIMINARY AND SUBJECT SO CHANGES IN DEMAND.
Building Highlights
• 10,000+ gsf dedicated home team locker &
training rooms
• 10,000+ gsf dedicated support locker and
changing rooms Pct. (4) Auxiliary Locker Rooms, (4)
$Ier Dressing Roorn5, (2) Referee Dressing Rooms]
• 8,500 gsf Main Ktchen & Commissary
• 360-Degree Main Concourse
• 25k Seating Estimates
(-900) Seats between (44} Premium Suites & (52) Loge Boxes
(-2,400) Club Lounge Seats
(-4,200) Supporters Club Seats
(-17,500) Non-Premiurn, Pon-S,pporers Club Seats
FLR BUILDING AREAS (PER `SAP' SUBMISSION]
MFneANICAI I FVFI
PRESS LEVEL
INANDONCOURSE
EURE LEVEL
FFIEB8 LEVEL
TOVIL
MANICA
INTER MIAMI CF STADIUM
FREEDOM PARK
Any oe,¢om
EXHIBIT C
PRELIMINARY TRANSPORTATION MANAGEMENT PLAN
Similar to sporting venues across the country, including the American Airlines Arena in
Miami, IMS will provide a detailed transportation management plan ("TMP") for game days and
other major events. The TMP for this Project will have a "roundtable" approach with
representatives from FDOT, MDX, MDC, and the City of Miami. It will also include
representatives from the appropriate police agencies. The TMP will be developed and finalized
prior to the earlier of the opening of the Stadium for any major event or the opening game at the
Stadium.
Components of the TMP will include the following:
• Temporary street modifications (pre and post -game)
• Police control of intersections
• Pedestrian management
• Access / parking management
• Shorter headways and more Metrorail vehicles on game days
• Miami Trolley system vehicles to / from the MIA station
• Valet management
• Transit and rideshare promotion/incentives
• Designated rideshare drop-off / pick-up locations
• Bus / limo staging
• Disabled passenger drop-off / pick-up
• Fire -rescue access and circulation
• Permanent and temporary signage (expressway system and surface streets)
• Extensive public information program
For purposes of the traffic impact analysis, the following TMP strategies were assumed:
• The following intersections will be under police control up to two hours pre and post -
match:
Police controlled intersections during arrival:
• NW 42nd Avenue / NW 14t1i Street
• NW 37t1i Avenue / NW 14th Street
• NW 37th Avenue / NW 19th Street
• NW 37th Avenue / NW 21st Street
• NW 14t1i Street / Project Driveway
Police controlled intersections during departure:
• NW 42'd Avenue / NW 14th Street
• NW 37th Avenue / NW 14th Street
• NW 37th Avenue / SR 836 EB On Ramps
• NW 37th Avenue / NW 19th Street
• NW 38th Court / NW 21st Street
• NW 37th Avenue / NW 21st Street
• NW 14th Street / Project Driveway
• A temporary roadway modification to allow post -match access to the ramping system south
of the MIC.
• A plan to prohibit vehicular game day traffic from using NW 37th Avenue between NW
14th Street and NW 19th Street.
EXHIBIT D
PARK PROJECT REQUIREMENTS
MIAMI FREEDOM PARK
PARK PROJECT REQUIREMENTS
MFP will be responsible for the selection, oversight, and management of the Park Site
Development and for engaging such contractors and consultants necessary to construct and
complete the Park Site Development in a diligent, competent and professional manner, all in
accordance with the provisions of this Agreement, Environmental Laws and Applicable Laws.
Objective
Upon completion of the Environmental Work, to deliver to the City and its residents a park
incorporating the following elements:
• Environmental Work: MFP will complete the Environmental Work providing a minimum
of two (2) feet of clean soil, as depicted below:
EXISTING CONDITIONS
• Turf, Erosion, and Plantings:
PROPOSED CONDITIONS
o MFP will deliver the Park Site with ground cover consisting of Zyosia Grass sod,
with a grade at 2% slope to drain to prevent erosion.
• Wellness Loop/Pathways:
o MFP will construct a one (1) mile wellness loop and the park pathways at the
locations depicted in the image below:
Mrnfmum Wrdth',
64'-4"
NW 14th STREET
W 19th TERRACE
NW 17th STREET
17. _ ! P.
"0.'•lt tzwr iP �-��
■
„
li.
836l DOLPHIN EXPRESSWAY T— - - -
Yyf
-►�w�x it
SIDEWALKS
- PROPOSED MASS TRANSIT
CONNECTOR
CROSSWALKS
- PARK PATHWAYS
ONE MILE WELLNESS LOOP
o The one (1) mile wellness loop will consist of an asphalt pathway up to fifteen (15)
feet in width, but no less than ten (10) feet, with a slight crown to enhance drainage
and direct runoff to landscaped areas.
o A minimum area consisting of two (2) feet clear shall be provided on each side of
the one (1) mile wellness loop and park pathways to enhance safety.
o The park pathways will consist of concrete.
o The one (1) mile wellness loop and park pathways will meet ADA standards
• Lighting:
o The one (1) mile wellness loop and park pathways will include dusk to dawn LED
walkway lighting for safety and site monitoring.
• Utilities:
o MFP will install electric, water, and sewer infrastructure within the Park Site
leaving two (2) points of access to such utilities at locations to be mutually agreed
to between MFP and the City.
2
EXHIBIT E
DESCRIPTION OF THE ENVIRONMENTAL WORK
The following summarizes the environmental requirements to: i) complete the Site Assessment
Report and Remedial Action Plan, ii) obtain approval for construction and drainage plans, iii)
complete the construction of the Park and Development Site, and iv) obtain a No Further Action
with Conditions (NFAC) environmental closure.
I. PRE -CONSTRUCTION ASSESSMENT & PLAN APPROVAL PROCESS
It is anticipated that within a period of approximately 8 to 12 months the following environmental
documents can be completed and approved by Miami -Dade County DERM.
1) Meeting with Wilbur Mayorga (DERM Pollution Remediation Section — PRS).
a. Timeframe — Within 30 days of the Lease Effective Date
i. Objective is to determine if additional site assessment requirements will be imposed
prior to approval of the construction and drainage plans, and to confirm that DERM
PRS has no objection to the proposed development plans.
2) Site Assessment Report Addendum (SARA)
a. Timeframe — 4 Months
i. Objective is to complete additional soil and groundwater sampling required by
DERM PRS to complete the Chapter 24 Site Assessment.
3) Remedial Action Plan (RAP)
a. Timeframe — 2 Months (Concurrently with Item 2 SARA)
i. Objective is to identify areas that warrant remediation prior to, or concurrent with,
construction of the Development Site.
4) Pre -Construction environmental documents. These will be required prior to DERM
approving our construction plans.
a. Timeframe — 4 months (concurrent with Item 2 - SARA)
i. Soil Management Plan (SMP)
ii. Health & Safety Plan (HASP)
iii. Dust Control Plan (DCP)
iv. Air Monitoring Plan (AMP)
v. Engineering Control Plan (ECP)
5) Environmental Addendum Reports — If required by DERM following review of the SARA,
RAP, SMP, HASP, DCP, AMP, and ECP.
a. Timeframe — 4 months
6) Drainage Plans approved by DERM
a. Timeframe — 4 to 6 months
II. MONITORING & POST -CAP CERTIFICATION
It is anticipated that within a period of approximately 4 to 8 years the following environmental
tasks can be completed and a No Further Action with Conditions (NFAC) approved by Miami -
Dade County DERM.
1) During construction, DERM will require dust monitoring, and monthly operating reports
(MORs) to track the progress of construction and compliance with the SMP and HASP.
a. Timeframe —12 to 24 months (required during soil disturbance activities)
2) Engineering Control Plan (ECP) cap installed on the Park Site. A Professional Engineer
will prepare an ECP Certification Report.
a. Timeframe — 1 year (concurrent with Item 7)
3) ECP cap installed on the Development Site. A Professional Engineer will prepare an ECP
Certification Report.
Timeframe — 2 years (concurrent with Item 7)
4) Groundwater Monitoring Only Plan (MOP) at boundaries - post-ECP installation.
a. Timeframe — 1 to 5 years.
5) Execution of Declaration of Restrictive Covenant.
a. Timeframe — 6 to 12 months (post -MOP approval)
6) RBCA Permit and Annual Environmental Control Maintenance Plan (ECMP)
inspections/reporting.
a. Timeframe — RBCA Permit may be issued for 10 year periods, and ECMP
requirements are considered to be perpetual.
EXHIBIT F-1
RELEASE OF ALL CLAIMS, COVENANT NOT TO SUE
AND HOLD HARMLESS AGREEMENT
This RELEASE OF ALL CLAIMS, COVENANT NOT TO SUE AND HOLD HARMLESS
AGREEMENT ("Agreement") is hereby entered into by and between Miami Freedom Park, LLC,
a Delaware limited liability company, whose mailing address is 800 S. Douglas Road, 12th Floor,
Coral Gables, Florida 33134 ("MFP"), Inter Miami Stadium, LLC, a Delaware limited liability
company, having its principal office and place of business at 800 S. Douglas Road, 7th floor, Coral
Gables, Florida 33134 ("IMS") (collectively, the "Undersigned"), and the City of Miami, a
municipal corporation in the State of Florida.
The Undersigned jointly and severally hereby acknowledge that they have voluntarily requested
permission to access the City -owned property legally described in the attached and incorporated
Exhibit A ("Property") for the purpose of [PURPOSE TO BE CLARIFIED] ("Access Purposes")
for a period not to exceed [TIMEFRAME REQUIRED] from the date of execution of this
Agreement, upon the expiration of which any rights granted herein to enter the Property shall
terminate, as further detailed in the schedule set forth in Exhibit B.
AS LAWFUL CONSIDERATION FOR THE PERMISSION GRANTED BY THE CITY OF
MIAMI TO ENTER UPON THE CITY -OWNED PROPERTY FOR PURPOSES OF
[PURPOSE TO BE CLARIFIED], EACH OF THE UNDERSIGNED HEREBY RELEASES,
WAIVES, HOLDS HARMLESS, AGREES TO DEFEND, DISCHARGES AND COVENANTS
NOT TO SUE THE CITY OF MIAMI, its officials, employees, agents and independent
contractors (hereinafter collectively referred to as the "City"), from all liability to the Undersigned,
their respective affiliates, employees, personal representatives, agents, independent contractors,
assigns, heirs, and next of kin (hereinafter collectively referred to as, the "Undersigned Parties",
or individually as an "Undersigned Party"), that such has for any and all loss, destruction or
damage, and any claim or demands therefor on account of injury to person or property or resulting
in death of an Undersigned Party whether caused by the negligence of the City or otherwise, while
such Undersigned Party is in, upon or near the Property.
The Undersigned jointly and severally hereby agree to indemnify, defend, and hold the City
harmless from and against (i) any claims, demands, liabilities, losses, causes of action, civil
actions, of any nature whatsoever arising out of or in connection with this Agreement and the
Undersigned Parties' access of the Property, or any part thereof; (ii) all costs, fees, expenses,
liabilities, any orders, judgments or decrees in connection therewith and which may be entered
related thereto; and (iii) all reasonable out-of-pocket costs, attorney's fees, expenses and liabilities
incurred in the defense of such claim or in the investigation thereof.
This Agreement shall be legally binding upon the Undersigned, their respective heirs, estate,
assigns, legal guardians and personal representatives. Each of the Undersigned is aware that it is
releasing certain legal rights that it may otherwise have and is undertaking other specific legal
obligations that it otherwise might not have, and it nevertheless shall enter into this Agreement on
behalf of itself, and others described above, of its own free will.
EACH OF THE UNDERSIGNED HAS READ AND VOLUNTARILY SIGNS THIS RELEASE
OF ALL CLAIMS, COVENANT NOT TO SUE AND HOLD HARMLESS AGREEMENT, and
further agrees that no oral representations, statements or inducements apart from the foregoing
written Agreement have been made.
Each of the Undersigned agrees to place the Property back in the same or better condition than
when the Undersigned first began its work. The Undersigned jointly and severally agree to remit
and pay all costs, fees, or expenses for placing the Property back in the aforementioned same or
better condition. The Undersigned agree the City shall not expend any resources whatsoever for
placing the Property back in the aforementioned same or better condition. The Undersigned will
provide the City with true and correct copies of all reports containing the results of any testing
conducted on the Property.
Insurance: The Undersigned, the Undersigned Parties and the entities entering the Property on
behalf of the Undersigned shall be required to maintain, at all times, insurance requirements in
accordance with the attached Exhibit C. The City of Miami, 444 SW 2 Ave., Miami, Florida 33130
shall be named as an Additional Insured and Certificate Holder.
[Signature page to follow]
SIGNED this day of
THE UNDERSIGNED
On behalf of
Miami Freedom Park, LLC,
a Delaware limited liability company
By:
Title:
On behalf of
Inter Miami Stadium, LLC,
a Delaware limited liability company
By:
Title:
ATTEST:
WITNESSED BY:
Signature
Print Name
Signature
Print Name
Signature
Print Name
Signature
Print Name
THE CITY OF MIAMI, FLORIDA,
a Florida municipal corporation
Arthur Noriega V,
Todd B Hannon, City Manager
City Clerk
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
Victoria Mendez
City Attorney
Ann -Marie Sharpe, Director
Risk Management Administrator
EXHIBIT A
PROPERTY
[to be provided]
EXHIBIT B
SCHEDULE
[to be provided]
EXHIBIT C
INSURANCE REQUIREMENTS - HOLD HARMLESS AGREEMENT
[To be provided by Risk]
EXHIBIT F-2
CONSTRUCTION EASEMENT AGREEMENT
This instrument was prepared by:
Name: Isabel C. Diaz, Esq.
Address: Holland & Knight LLP
701 Brickell Avenue, Suite 3300
Miami, Florida 33131
(Space Reserved for Clerk of Court)
CONSTRUCTION EASEMENT AGREEMENT
THIS CONSTRUCTION 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, 12t' 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, and
comprising of approximately fifty-eight (58) acres of public park land ("Grantor's Property").
B. Of even date herewith, Grantor and Grantee entered into that certain Construction
Administration Agreement (the "CAA") in which Grantor agreed to (i) develop and cause the
construction of a first-class soccer stadium and related ancillary development and 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 ("Demised Property Improvements") in
accordance with the CAA 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, ("Demised Property"), and (ii) develop, design and construct Grantor's Property in
accordance with the terms of the CAA ("Park Improvements").
C. Grantee, its agents, employees and contractors require a construction easement over
a portion of Grantor's Property, as described and/or depicted on Exhibit C, attached hereto and
made a part hereof, (the "Easement Area"). The Easement Area shall serve as a staging area for
Grantee's development and construction of the Demised Property Improvements on the Demised
Property and the Park Improvements on Grantor's Property, all as more particularly set forth
herein.
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 its agents, employees
and contractors, a construction easement over and upon the Easement Area for use as a
construction staging area for the development and construction of the Demised Property
Improvements on the Demised Property and the Park Improvements on Grantor's Property and
such construction easement over and upon the Easement Area shall terminate upon the Park Site
Development Completion (as defined in the CAA); provided, however, upon the Park Site
Development Completion (as defined in the CAA), Grantee shall retain the right to access portions
of the Easement Area as reasonably necessary to conduct tests in connection with obtaining an
NFA Determination (as defined in the CAA). Grantee shall have the right to fence and/or otherwise
secure its staging/storage area as necessary or appropriate to protect its equipment, materials and
supplies. Grantee shall have unimpeded access on, under, over, across and through the Easement
Area. Grantor hereby also grants Grantee, and its agents, employees and contractors, the right (x)
to take soils and fill material from Grantor's Property and bring them into the Demised Property
as Grantee deems necessary and (y) to bring in soils and fill material from the Demised Property
into Grantor's Property as Grantee deems necessary, all in connection with the development and
construction of the Demised Property Improvements and the Park Improvements and all in
accordance with applicable laws. Any soils and fill material taken into the Demised Property and
into the Grantor's Property, in connection with the foregoing, may permanently remain in the
respective property notwithstanding the termination of this Agreement. [PENDING
FINALIZATION WITH MEP]
3. Condition of Easement Area. Upon the termination of this Agreement, Grantee,
at its sole cost and expense, shall restore the Easement Area as close as reasonably practical to the
condition in which it existed prior to such construction activity, subject to any modifications to
such Easement Area as a result of the Park Improvements, and will remove all of Grantee's
equipment, materials, tools, supplies, trash and debris from the Easement Area, except as otherwise
set forth herein.
4. Indemnification. Grantee shall indemnify and hold harmless Grantor from and
against all claims, demands, suits, costs, expenses, liabilities, fines. penalties, losses, damages and
injury to person, property or otherwise, including, without limitation, direct, indirect and
consequential damages, court costs and reasonable attorney's fees, arising from or in any respect
related to any exercise of or use of the easement by the Grantee, each of Grantee's designated
tenants, licensees, invitees, employees, guests, patrons, agents and contractors.
5. 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
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.
6. 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.
7. Term. This Agreement shall become effective upon recordation and shall terminate
upon the earlier to occur of (x) the termination of the CAA or (y) the Parties executing a
termination of this Agreement and recording the same in the Public Records of Miami -Dade
County, Florida.
8. 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.
9. 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 permitted heirs, successors and assigns, including, any
subsequent owners of all or any part of the Grantor's Property, the Demised Property, and all persons
claiming under them.
10. 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.
11. 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
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.
12. 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.
13. 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.
14. 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 signed by the then-owner(s) of the Grantor's Property, the
Demised Property, or their successors or assigns, and any modification shall be effective only upon
recordation in the Public Records of Miami -Dade County, Florida.
[SIGNATURE PAGES FOLLOW]
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 Department
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
)
) SS
)
Victoria Mendez
City Attorney
The foregoing instrument was acknowledged before me by means of ❑ physical presence
or ❑ 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, for the purposes
stated herein. He/She is personally known to me or has produced
as identification.
Notary Public - State of Florida
My Commission Expires:
Signed in the presence of:
Print Name:
Print Name:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
)
) SS
)
GRANTEE:
MIAMI FREEDOM PARK, LLC,
a Delaware limited liability company
By:
Name:
Title:
The foregoing instrument was acknowledged before me by means of ❑ physical presence
or ❑ online notarization, this day of by
, as of MIAMI FREEDOM PARK, LLC,
a Delaware limited liability company, on behalf of said limited liability company, for the purposes
stated herein. He/She is personally known to me or has produced
as identification.
Notary Public - State of Florida
My Commission Expires:
EXHIBIT "A"
GRANTOR'S PROPERTY
SKETD- TO ACCOMPANv LEA_ DESCRIPTION1.
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SURVEYOR ATS0 MAPPER,
•
SCHWEBIE SHISKIN + ASSOCIATES
LAND >__ . E''OR5 • ENGINEERS LAND PLANNERS
":` i'FRTE ws, 14IewDN FLOFilLA 37025. DALE(305) 1552-7010 EROA D:( .{) 435-70IG FAX:(345} 662-6I64
THIS IS r.DT + "LAND SUR',TEY.'
SHEEP _ OF _ SHEET(S)
ORDEJ ND . 21 A2&B
DATE. 1a/11/2021
FEI. HA
EXHIBIT "B"
DEMISED PROPERTY
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
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of tom MytheaFf ar-K-Oupftcr 014i of Section J2Form:ship 5.5 Soutre, &urge 47 Et ificremrde
Coon0; Fkrida.
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,fr-arrsett sLormor cid rmapocr.
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Section 32-53-41
R - RoeHrs
- Oetta Anglo
L - Arc Length
Ch.B. - Chord 8eor.h9
Chi? - Chord Dastoncc
SS
A SCHWEBKE SHISKIN + ASSOCIATES
LAND SURVEYORS • ENGINEERS • LAND PLANNERS
•••• , -KRATE NM, NIFAION. F1.019DA 3,3025 DIDE(30) E.,52-7D11? EFIVAIN9D(WAY 43,5-7011) FAWD5) 552-e2E4
THIS IS NOT A 'LAND SURVEY.'
SHEET CF SHEE1(5)
ORDER PC - 214.2
DATE
10/11, 2021
F D • P4A_
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
LEGAL DESCRIPTION!
A PCRI70111 OF 00-SLI00'IiE-A LAMAS LYWWG HIM ME NORTHEAST 0 E-OUARPER (/4) OF SECA% 32, TORISH9 53 300T74
RANGE 4 r EAST, SAID LAMS HEM lire"- PARTJCLRAfL Y €dEk7N8E0 AS FOLW 1 ':
COMLID,C€ AT T'n1E SOUTlMEET COMER OF THE N R7:h&4ST OVAL jUd1RTER (J 4) OF END SECTION 32, THENCE RUN AMCMir
SOUTH LiArE OF THE NOWHEAST CWE-O AiRTE74 (T/4) OF SAID 5ECRGW 1016'r8' EAST FOR A DISTANCE OF 649,J4
Fftr TO A FONT,• PENCE MR NORTH 00'53Y7' WEST FOR A DISTANCE OF 45.0? FEET TO A Pfaff ON A ONE 45.0 FEET NET1-1
OF AND PARALLEL WITtr AS 0 AT RAG'NT ,+4'l0CES TO. TOE SAS) St Pe LIVE OF THE f+ R711TASTi ONE- ATEP (1/4) OF
SECTION 32, THENCE RLW ALONG THE OVERLY 1111117EG ACCESS R OF-W4Y liri1E OF N.W. 42ND .APEN EE (iE. E06E ROAD) WE
F WDONM .94f (sr) C'VGN E5 (?) YFlEA ` N6:84T 1 AO'SJ'rJ' War FOR A 075FA'D - OF 59.96 FEET TO A POINT,' (2) Th;Ea
K.dA' NORTH 481384r NEST FOR A 041STANCE 12F 5152.5.3 FEET TO A FONT T DV THE NEAT OESCRIED ORCIAAR CUM COATCALE TO
PE NORTHEAST: (3) J79DI E Rt.WNORTMEETERY ALc T?,,E ARC OF SAID CURE TO THE Fi31GF,7, fd4A'O A RAQAEIS OF 470.00
tar, A CENTRAL ANEW OF 4r1175 , A C119R0 L51%10-11 G` 33059 #ELT ALONG A CHOW fiL4976 Of NORTH 24-'0732' R►LFS;
FOR A DISTANCE GF 3J7.8i FEET ro A P0!`VT OF rA'IGETxn (4) THENCE RUIN NORPf 0325'06 - WEST FOR A DISTANCE 01E 623,61
FEET TO A POINT: (S) TREAC€ +RLN'J NORTH 0755 tom' NEST FOR A XTANCE OF T93.68 FEET TO A PVT ON A UNE 5042 FEET
EAST OF AWL? PARALLEL 1,147K45 AT, 4RREO AT Re -IT ANGLES TO, THE NEST LINE OF PE NCRTIE4ST ONE -RAWER 1,74 OF SAD
SECTION 32, THEME RLW ALONG A LANE 50O0 FEET EAST OF AND PARALLEL RON AS WE451JFEO AT Row-ANGL€S TO. TRE NEST
Lcror OF INE N+CAP77i 45T ONE-0041g7fR (r/4) 0 5440 SECT?OW J7, NAW1?1 00'54 J5' WEST FOR A 0J5tANCE or 8Y2.21 FEET 70 A
POW:: PENCE RIJN NORTH 88'49'4 f' EAST FOR A DIST4'K'E OF 2511-82 Fie 77 A POINT; THENCE RON N .Q»1 .0'04 29- EAST F1
A DISTANCE OF 28146 FEET 7T? A f15LNT ON PE NORTH OE OF SA,0 SEM N 32, MIME REaAU ALCM' THE NORM LIVE OF SW
SECITCN 32, 1004RTT♦ 5r24'. 2 r EAST FOR A DiSTANCE OF E r747 Fttr IV THE PON OF EEEOR4 XI V OF TTiE FOLLOW DESERSEV
PARCEL QF t4,VL1, T E E COWTAIDE AMMO THE NORTH IM OF SAD SEC77OW .i; NORTH 8724'21 • EAST FOR A D1LSJANY OF
491, 99 FITT TO 4 paw xtmE AFTER A'NOI1h1 AS POW 4 `- THENCE 57W SOUTTF 025537' EAST FOR 4 AISTAricr OF I50497 FEET
TO A PONT; THEXE RUN SOWN 72Th7 W II-ST FO4 A DISTANCE OF T E64. 70 FEET 7-0 A PC41,• TTdEVC'E RUN NORTH 0770'07'
EAST FORA DISTANCE OF T67.35 FEET TO A POINT 0f' CONARLIRE OF A CIRCULAR CURIE CON/"AVE 7O 7rE SOUTHEAST' THEME
RYih' NORM&ASEERL Y ALONG' ME ARC Dr SAID CRCILAR GYIRI'E TO PE RTGHT, H'A W rJ A. RAMS Gw T90.X FED 4 DEVRAL
ANCLE OF 62144':?87 A CHORD LENGTH OF 19782 Far A CHORD £EA076 06 NCR PH _Teti' 2're EAST,, FOR AV ARC 1JJ1TANCE
OF OM 06 FEET TO A PrOn PENCE RIR NC'?l'' 70 '27' EAST FOR A 015TAAf0E 17F 49287 FEET TO TFfE PONT OF EEQNP:9�i,
COW7.4 1 W 27Z5E5 SQUARE FEET ATE OR LESS OR 6-256 ACRES MORE OR LESS
70G£T R IPON.
02414IENCE AT, 7 E AFF;ALF ENriONEp POW -'A TJtENCLF ALIA; rtE AVM -el LI4 OF 9.51SEPOli J2, ,N14R79-+ 8i24' ra
FOR A L1I'STANCE 01E 85669 FEET TO THE 19211Y4T OF ElEECINNIAT 8' OF PE FOLLGYMO DESCRIBED Mat OF MA . THENCE
CONINE t.EE ALONG THE NAPTf,' LOVE OF SAID SECTION 32 A RTH 9T24'2J' EAST FOR A DISTANCE OF 35P.42 FEET TO A POW;
INVI E SG'JTH GT'52S5' EAST FOR A A'S% E OF 24222 FEET,- ThENCE SOUTH 86"5E'54` NEST FG4 A 04574NCE OF J45.50 7 i
TO A PUNT PENCE MATH 030 E OI6' 11esr FOR A r r#. 4 E OF 244.78 FEET rO THE POT OF REG91# 5* 8 CO4YTAT G
94,978 SOO4RE FEET +Jr WE C LESS OR P-951 ACRES krORE OR LESS
MOTE
J. DIE 8EARVIVS SHOW Fk k1ECAV RELATE TO AN' AS 0 9EAFAW6 'WRY 8801R'P.,9" EAST) ALONG NE SUM LdNE 114' =_
NORM EASTME-WAFTER (1) OF SECUX 52 ronst,9P 5.5 5GWY, RAKE 4r EAT?', MAW-DADE G7GWri.. FLORIDA.
2. 1745 SKETCH IS NOT VALD h1E SJ WATLRE AND THE OlRPNAL RAPID SEAL OF THE A ra,57i'NC FiO1R624 L10ENSEe`
SLNR1fYQIR AN0 MAPPER
HWEB E S H l S (N + ASSOCIATES ;,L
LAND SURVEYORr_ • E'V.,I EE LAND=LrANNERr
V240 CORPORATE K'Ai'. MIRWAR- FLOI1r5 1.302.5. E LE•.3'05) 652-7010 EFIDWARlk1:93+5 433—A010 F14%; ' 1 5; —11_r-
ORDER NO 214269
THIS 5 MOT A LAND SURVEY.'
Ca4TE. 10/11/2021
SHEET _ OF _ SHEET(S) F g • M'
SKETCH TO ACCOMPANY L.EGA- DESCRIPTION
I09T2JYr'E 007.47'
Nier,14291 2 .14 '
rreweea'e r
zi r.8a' 1 _
-LE. = .
POINT t :a
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/
rfd-_t199'rOg r
146.44'
4.00'
rr=aMt�a'
Ck8..1M189. b3w
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Nerrheast Comer,
Sec L , J2-515-41'
i'-6,7‘.112' ,i-�'+'OE'1�7' I
I L-177 JO'r,*'
-R-21152- Gf.R-12244'
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c.v.9 ,VITsa)s €sta#os Seer: 4 ' i i
--,,,r 4mPot Sack 44,
Pr.,ve 23 i
;gs:BKe-et 7I.45'
• L=i37.8e' d=25-567v- - i-!59.ii'e' d-Pf3ibr'' _.....%
--'—A=470.20' ata=8.52'-ii-7LV.%' s�r.u-!rr.ea'
I
L* t
POW reml raw ka. '. 1, s , t
Northeast` ,/4, y e'ra aee.s Saar' Lire, OL.E 1/4,
SccrFarr .32-.5.-4f 1gevJi71Y SeetiM 32-5' 4f
Nvre-
,. The Aearings ,s1o»rr 1rA-eon rervre ro co =Lima boor ..Pc(a 88 78- Ern° decotrre Firm e R — Rod�rs
or flat NorthOkra east -i7Yai7rter (f/'4) of Seaton 32, rowel*rowel*°i5ceit*, Ramps 4i East iiiarn,-D A - DUI II.'e
Cued); &ride L - Arc Lengh4
2, Thit ,sketoh rS AO i'd wihoeat tits VrItrkort 41T4 hie oripla etteeo' ,say+' a Vita otTestvrq node OM? , — Dion' 3r000g
Rinsed surveyor and rower. Chi - Ghovd-Laastanm
3A HWEBKE SHISKIN + ASSOCIATES (1�_87)
LAND SURVEYORS • ENGINEERS • LAND PLANNERS
3240 CORPORATE Rr0.Y, MAW_ FLORIDA 33E125 4aLE{,y05) 552-7410 ERUBARP.{5,34) 435-7(114 FAJt:(346) 552-5254
THIS IS NOT A `LAND SURVEY."
SHEET _ OF _ 51-EE1(5)
ORDER NO 214265
DATE 10071 i /2021
FB N.
SKETCI- TO ACCOMPANY LEGAL DESCRIPTION
LEGAL DESRTOV.'
ALL TNNA T FD?7iONOr LERAUE DA,4OEN ESTA FES SECRO4 4, ACCOMYX TO ME PLAT THEREOF AS RECORDED MT PLAT
800ww 44 A r PAGE 23, OF T?RE P t&X' RiECC JS G iMUP-GRACE t O wt FE OR DA, DWG 11PTRiw THE EIOAr 41R Y Car ME
FOLLOH G EIESCRO LAN'JS 7C END? W1rYf LA"SL7ER44 FO LAMBS L17N0' Nd7hY1V1 THE .4ice F7EASr E-GL?ARTEIR n/4? OF
SECY1D'i 32, TOONS f P 53 5 GW? , RAM4C_F 41 EAST SA ID ?ANDS DEM 0,4017E PAY 7YCULARL Y 0ESCP,ELFO .AS Focto • •
L1RldidiscE AT NE sooTREsr CORNER OF T7 F NORTHEAST ONE-r R (T/VV OF S O SECTION 32, THE E R "r Ao.ON:
TrE SOUTH UNE OF RYiE NONThEottST ONE -O'J r ' (V4) OF SECDON 32, NORTH TH O8 6 LeST .FOR A DIVAACE 64,
64.9.34 FEET TO A. PO4 ? )70,10E RUN PPORTII A05J 7- WEST FG+4 A DISTANCE OF 4.5.01' hELI TO 4 POINT ON A L4hE
45.00 FEET 7i5Ri'FJ OF AND PARALLEL MN AS AA:45'LR9ED A r mom- ANGLES TO, ME SAD SOLIDI OE OF NE AORTHEAST
ONE-OLl4RTER (r/4) OF SECTION 37,- MINCE 7TOW ALONG THE E45TERLY L7 7E0 ACCESS RI07-IF-OF-Mr LINE OF NW 42rwi{!7
AEWE (ILENE ROO TF FOLEOJFIYAG` SO( (6) CYJ ASES°' (TJ PIR E RLVV h ?Y4 00 53'17' WEST FOR A DISTANCE OF
59415 FEET TO A PG N (2) THENCE 'RUN PACR + 9a 1SES7 FOR' A Zugma OF 562.53 FEET TO A PONT ON THE
NEXT DESEREED CNRCCb4A? CJ.ARI+F CONC4 kE TTHE 01YJPTF4EA57; (3j TRUCE RUN KR774mm- RL r ALONG THE ARC OF SAD
CUM TO THE RIGHT, J li A RAMS OF 470.CO FEETA CE67124L Alf Or 28'0'25, A CHOW LEMrhTH cY 2.2E
FEET ALON 7 A CHOW SEVOIG OF NORM' 3O'31'45' WEST FOR A D76TA'7TE OF 232.64 FEET TU A PONT ON A Gti 11'm'
noRrE CONCAVE TO THE FAST AND PE PONT OF BECAMO OF ME Fo LOIl11+r1G DESCRIBED .PARCI1 OF LAND (4) PlEw
C1ONM AWN £AA:1 eufivf TO TkfE + 'T lo44MPG A Mit6 OF 420.00 FEET A MOW. ANGLE OF 13112'27; A' W'
LENGTH OF T06:74 hEtJ AL WG A Cf,ORO 19E4RING Or NORTH 09 56'2O' 14EST FOP A DISTANCE OF 14..97 FEET TO 4
POAT OF TAN h1 'Y, 0) ThE R7ON NORM r".325'06. W jr FOR A [a5T OF 423.6J ELT TO A fir' () Yh1E.+::.=
RON NORM 0758170 WET FOR A feSTAMCaE OF F93.1T8 FEET TO A POW ON A LINE woo FEET EAST OF AND WALL
WPM, A5 ME4S029J AT Ri.'7T AM LES TO, THE WEST byE &F YhE NfT,Rifd64ST O E-, E44PER ,/4 OF ENO SECTION 32;
MENGE RUN ALONG' A LANE 50,00 FEET EAST OF AND AMUEL iwN.A,c REAMED AT R S TO, T?7E I1 EST uhE
THE NYd4TME4ST E-i E 477E' (T `4) OF ;ND SECTON .32, h1G'RTN Oi754 35 WEST FOR A A'5'TAMLE OF 992.2f FEET TO
%rTNT; T EN E RUN NORM B `494f EAST FOR A DI'STANG'E OF 25U32 FEET TO A ,fir TYYENGE RON NORTH 7170429°
2 FOR A DISTANCE OF 2&'5.415 FEET TV A POW T ON '?4E NORM LINE OF S4Y7 SECTION 32; ThENCE RUN ALONG ME
UNE OF S4 O SECTION 32, NORTH 8724?7 ` FAST FOR A rosrivicE OF 717.47 FEET TO TIE PONT; T1-1E7NCE RGh'
SOWN 70104?7' NEST FOR A O'STAWO OF 492„97 FEET TO A POW OF CURVA TORE OF A OFGICIR OT4' E COIYGAL,E -
THE SC>kl7fA.ST TRRICE ROY SWTHRESTERLY ALONG €1-i1f ARC OF SND CIRCULAR CURVE TO THE LEFT. F0114R RAL1'U:_
OF r90.00 FEET,A C9I7RAL ANGLE OF 5244'2N', A chnczoLEAGTh! CIF 799:82 .FEET AND A ONORO ,EIEA,4,R+7G OF SOoTN
38'42'r4' Sr, FOR AN ARC LJ5TANi Or 20605 FEET TO A PONT.: rhuoa- Rem SOUTH' 072O0t' HEST FOR A 045r}'••',
OF 16735 FEET TO A POW 7h1E1iYE RUN NORTH 72t10O' FAST FOR A DISTANCE OF 164.70 FEET TO A PONT; MEN _
RUN SOS .9255J7' FAST FOR A O'STANCE F 35795 FEET TD A POINT Tina RIM NORM 177i7324` EAST FOR A
DEFAME OF 4.G9 FEET TO A PUNT C N A CA TN CENT MOLAR CURkE r9'AC,AIO TO ME NCR PEAS T; PIENICF RLW
SOUThk7RL Y ALC4 7}TE ARC Or SALLO CRCLRAR C RIE TO ThE LEFT RAMC NG A RAOkr5 Or 573.52 FEET, A MYRA! Mai -
OF
r247'54' A t77ORG LENGTH OF 727.79 FEET AND A DiORO EE4RIW OF SOUR' 06'39'hT' EAST Fc1' AN ARC GYSTAN£E
OF l28JJ5 FEET TO A MN oF OMPEUND tEA?VA TERE. TFTE74°CE RIM 5 'tT E4S7EJ-iL Y ALONG' WE ARC OF A CIRCULAR
OvRIt TO 7,1E LEFT 71A14NG 4 RALVS OF 2t852 FEET A CENTRAL AA142E F d63071
SOHWEBKE S H l S K I N + ASSOCIATES
L- ND SURVEYORS • ENGINEERS •Lx'.) PLANNERS
;at+ vORFS1}ATE WV. ulexunI FLCFHD4 13025 PLE(505) 652-x110 crsa 1:.:K.4) 4W-701C. F'AX:(31:63 —
ORCER NC • 2':42N4
THIS IS WIT ,5 LAND SLIME
DATE. •c!11/2O 1
SHEEP _ OF _ SHEET(S) F B • N.A
SKETCH TO ACCCMPANv LEGA_ DESCRIPTION
A L YRO LENGTH OF 17254 FEET AO A CHOW SEARING OF SOUTH ..'aT' v"eC:` GAF FOR AN ARC US TA NCE = r77,36 FEET
7O A PONT OF COWPGEd'AJ CURVATURE; T E'TNC1 RUN EASWAY ALONG THE ARC OF A ORMAN CURIE TO ThE LEFT
.HA 'A C A RADIEIS OF 6'5652 FEEL; A CENTRAL MOLE OF 22'55'4u" A ONIORO LENGT-r OF 20 76' FEET AND A CYARTA
BOIRPIC OF SOLFTFT 73U1ZA5- EASTFOR AN ARC RS WILT Or 20.54 FEET TO A PORIr OF a iTPO 'C' CIF VAIRE- TarilitCE
RUW EASTERLY ALONG THE ARC OF A CIRCULAR DIRVE TO ?FOE LEFT ifA'I NG A RAM S OF 21.6 52 ,FEET, A CENTRAL Afa' E
OF 46; V 71 A +GH06RO LEMON Or 172,54 FEET At 0 A CHORD OfARPNG 04= 'NORTH{ 7275'52'` EAST, FOR AN ARCO45TAMCE
OF ? 77.36 FEET TO A PONT OF COiPO4,M7 CY.R A RIRE. PONCE ROW NOR ?F Y ALONG THE ARC (F A CRC&AR CONE TO
THE .LEFF HA1IGNO A RAMS CIF 57 52 FEET, A CENTRAL ANIZE OF 54Vr41, A LEMON OF 60FEET ANO A
CHOFO KARINO OF NORTH 4555'5'4' EAST, FOR AM An Di' STANCE OF 64r.24 FEET TO' A PUNT OF COUROUN7 CURVATURE
TI-LFNCE RL r T4Yd6°WIES7ERLY ALONG FIE ARC OF A C`iRCIJLAR a rRIf TO RE LEFT, HAWING A RAMS' OF 213.52 FEET, A
CENTRAL A+NOLE CN 410 A Cr1L p LE +CTrr OF r72,54 FEET .AA'?) A eHORD ElEARANO OF NORTH 306O5' HST, FAR AN
ARC DISTANCE OF r77..,36 FEEr TO A PC F OF CO4WO ND CUR VATURI;- PENCE RUN J W? %IILSTEP?LY ALONG THE ARC Cf 4
CARVUOLF CUR YE TO TEE LEFT HALING A 'WOWS OF 658.52 FEET A CENTRAL A!K.4E OF 1030' A C LENGTH OF
r20.5J FEET MO A CHORD TEE4RAIiC OF NORTH 6646'32- 14E5F. FOR AN ARC &VANCE OF 120.80 FEET TO A PONT; ?WoGk
RUN NORTH 7V.24)9" REST FORA &STANCE OF 148. 44 FEET TO A ACAT, THENCE RON ALOW THE NOM t2IE OF SAAd
, CTTON ,3i NCR TH O 774'21' EAST FOR A 0+5FAM OF 566.2E1 FEET TT) A PGF V1 ?NO C€ ROAN SGC1111 OlOrO5k EAST .FOR
A A{STAMCE OF 244.78 FEET TO A PONT; THENCE ROM SOUTH & 5 54' NEST FOR A US lir 58.97 FEET TO A PONT:
NAVE R'UN gOtiN (1.3),3'12' EAST FOR A OrSTAT Of .r75.24 FEET Tr) A POW- CAI° A VON -TANGENT MakAR 09RLf
CONiGAIE TO ME NOR TFTIfEST; PENCE RUN SOU TRW E51E RI Y ALONG TTE ARC OF A CiRCULAR CURVE TV ME RXHT,, NAM:.
A RADIUS OF 42629 tt i, A CENTRAL ANGLE OF 85 tle2.97 A CHORD LEWIN Gf 568.47 FEET MD A CT,CeJ REARM C+
.SCUM, AO5 5` I4 5? FOR AN ARC O'STANL£ fit 524 .30 FEET Tr] A Paw of rw /oT C1E.,,C1iT&ED f-TAN `N+T x5
CIRCULARCUR4f CO9TAIE TO TTE SG)ThEAST 7F. NT RUN SL1f, HIR€57ERLF' ALM NE ARC OFA ORGAN? CURIE ?2
PE LEP; RAMC A RAPit$ oF 56545 FEET, A CENTRAL Mal OF 84137`+6' A CAORO £ENGTT,' OF r755+9 FEET MD A
CILTCRD WARING GF SOUR.? 412o'5T" i E5T FOR AM ARC 0,15FAKE O' 127624 FEET T1 A Pow RFI075E CUR I'ATT1RE-
THEN FLAN SO./NN€STERLY ALa ?C THE ARC OF SAID CIRCULAR MR If TO 1,HTE RICH,, HALM A RAMS OF 10400 FEE A
CONTRA! ANT6aE OF 8737'61' A UIGTD LEWFCTY Or 144 42 FEET ATNV A a (EARNS Or SOUTH 4.J1007f TIEST, FOR AN
ARC ASSTAMI OF r59.64 FEET TO A F'CdPNT,• THENCE RON SOUTH 06- 54' *EST FORA J1ST/LNC]E OF 739.49 FEET TC3 THE
PUNT OF EEC CONTNANG 2,742 9 SQUARE FEET MORE • LESS O7 5?.47T ACRES WORE OF LESS
NOTE
T. TYE SEAMS STOW HEREON TTaLATE TO NO A SNED L9E4RiNG (NORTH SPOTS' EAST) ALONG TYE SOUTH LANE OF THE
MCARTTAFAST OWE-L UARTFR T 4 OF SECTION 3.. MAIM .3 SOIJI TRAWC,E 4? EAST; L 4L7-DADE COLto Y, FLORIDA
2, Tit SorETCH +S OF VALOP If T1ijr THE SrCOMTAPTE AI+aC+ 1 OR LMAL R4T$EE SEAL OF THE ATTE$IWG FLEA L EA'SEO
SO9'W AN AMRPER.
'EMA SCHWEBKE SHISKIN + ASSOCIATES
fLe_aFj
LAND SURVEYORS • ENGINEERS • LAND PLANNERS
SzzC v6'1,7.F4TE N'AY. MINOR. FLORIDA 33025 L1.E(305) 1332-701D ERDWORD:(954) 4 5-7014 FAX:(C 552-02I34
THIS IS NOT .A AND SURVEY.'
SHEEP _ OF _ SHEET(S)
ORDER NO • 2142419
DATE. 10/11/2021
F E4 . N''
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
PaNr OF
PINT or trOINNYNG
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etiy..56661*
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. Page 2J
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COWDYCEVENT%•
Si:we:west 65rildg,
gdrthecral I/4 r agog
Section 32-5:7-41"
ffiltt..54.
Aftvontir -nor
Aroffn Line NE VA
Section J2-5,5-41
------ ,—
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Seetkn 32-53-4f
Notc
1. The bearaiva *low fweon refofe fo aT) =awned heoio.; (Notto 88V08- fosrl the Sovrei Yne
of the fiorff•nsast Ons-Clocrter 0/4) of Section Z FORME:hip 53 Saoth, Range 41. East, Mismi-Dacre
Connfs F.trida.
Ske:Ch 19 AO 61760- w?",Cit the SjgOntore and Me 047i0Of meted' ma tte otWirhy Fkfeact
fics:75.90 su.e.w.wr and r17,3:1Velr.
R -
A - L'elfa ArrOo
L - Arc Length
- Cznol 8eneklg
Ch.O. - Chord Distance
A SCHWEEKE SHISKIN + ASSOCIATES
LAND SURVEYORS • ENGINEERS • LAND PLANNERS
j' ITEPM, NIRMAR. FLORIDA &XI25. DADE.:3D5) 6.52-NID IERDWARG•{5,34) 4.15-701C. MOM) 52-Elaer4
THIS IS HOT A -LAND SURVEY.-
51-EET Cf SHEETS)
CRDER hO - 2142B
DMZ
10/11/21:121
F B -
(LID-87)
=
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
LEGAL ,9ESCTR01'.•
A RORT..' .tdr OF LW-MA1&WI LdED LM OS U1.°G NNW 7FO NOR71.0EAST ONE- QUARTER (1/'4) OF 5E ?7 Y,' .3z 1TOrg44'S:dl-" 5.3 551m-',
RAN'CZ 41 EAST, SA°47 LAWS saw AM.^4rrE FART' LYARL V atSCRiff7 AS FL ±PW
OOUMEA4cE .AT THE SOOTH YEST CORNER OF mT E ST ONE-OWTER leo) OF S46.3 SECFON 3z MENGE KW ALGOL' THE
S614'h LINE OF NE MORTJ A5'T ONE-OWIRTER (f/'4) OF ado SE-7.' e' .32, WAN 8 F: °19' EAST FORA XTANCE OF 6034
FEET FO A MT. THENCE RA11 NORTH GV53'?T' 110_F5T FOR A £RSTAr1C'E OF 45,01 FELT TO A POINT ON A LRNE 4500 Far NORTH
OF AND FARAILEL FRT?J; AS 1+E45LAREO A�T,-�.sR�dY�e�f AAICLES TO, THE SAID EOLITH METE OF THE NORThE S ONE-WIRIER(P14) OF
SECRO'I .3 THENCE RUN AL WL7 TT €457E LY LAMM, ACCESS ° GHT- —I1&Y LINE OF N,1Y 42hV AIENI.JE L MOAT ROAD) THE
FOiLOPING fileE ) cooR5E5, (f) F?r ME Rd#i NORTH 00'53'17' HEST FOR A DOME E 59.96 FEU TO A POL1e'T (2) TEE
h196D+ 449'58 fr WEST FOR A XTA" CE OF 5452.53 FEET TO A ROW' W THE F,ExT DEE5C 0 C'+ 'GG4R aCivE C YE TO
T7 E NL7RTHEAS7; (3) T7RENCE RUN h'JR WES ERLY AMC THE ARC OF DID CYJlf'YE r7! 7TEE RC?1T, I#4E4104' A / 4LVS OF 470.CO
FEET A CENTRAL ANGLE OF 400:52: A CHORD LEreCH OF 3}0.59 FEET ALONG A CHORD 8EARIMS OF N>ORT1f 24'0032 WEST,
F+]R A L'STAN OF .337.81 Ftlf TO A PONT OF TANGENCY.. ;`4f TFGET'fC,E RLdW NW -A' 5'05" HST FOR A OSTANGF OF 623.5.r
FEET TO A PONT(5) TROYCE RA, NORTH 617'5800 I11EST FOR A 054M E Or 103.68 FEU F0 A .BOAT ON A LANE SOSO FEET
EASE Of AFIV MACE Iww, 45 1MEA,ENT AT Frt7 T 4 MG'Lf5 T0, ThE 1Fti5r Obf Cif Tiff All7RrnfoUT iWE-OUIRTfFr OA G4` .i4'0
SECT?F N ,3Z. THENCE MN ALON�C1�A�LAE 50,00 FEET EAST CIF AND PARALLEL IPM4, 45 ME4SUF'ED AT R,7,1T ANODES THE J1$ST
LIME OF ThE NORTHEAST C1L%EE-OLMRTER (fj4A OF 547E SECTION 32, NORTH 00T543.§" HEST FORA OTSTANCE OF 992.21 FEET TO A
ROAR; WOKE RUN NORTH &T'494I' EAST FGR A O'T4NCE OF 251.82 FEET TO A FONT THENCE ROW NORT7, 70'0478' E45T FOR
A L1'S,CARY'lE OF 235.45 FEET To A PONT 4o'V THE NOON EWE OF 5110 SECRON .iZ,' RiENL'E RUN ALONG PE NORTH LINE OF SAC
SECT AY ,32 A Th V'24 2f' EAST FOR A asmigcE OF 609,0 FEET To TfoE POW OF SIEGAMVO OF THE F0LLL 6 EESOrR15f)
PARCEL OF LAND,' TWENCE COMMUE ALOMC TF E NORM LAE OF SAO SECTh W ,32. hY]MRT1,' 5724"1 }' FAST FOR A DJsMC^E OF
. 92.40 FEET TO A POW; THENCE Fm SOOTY 7?2,08'. EAST FC47 A .1,7STANCE OF 14644 FEET TO A PPW'T ON A JYLhe-TA,e'GENT
MOLAR' CIS CCYG IE TO THE SONJPF1IFf5FThENCE ftAN ASTEAIY ALONG VIE ARC RF 5419 CRMAR 6—ME 70 THE
RRGHT RdAIV+V A RAI S OF 65352 FEl:1, A CENTRAL ANO E CF 1030'387 A CHORD LEJ4YT?i' OF 120.63 FEET AO A G4'C4RJ
8EARNO OF MTh° 66-48'.32' EAST FOR AA, ARC DISTANCE OF P21110 FEET TO A PdrNT OF ONLIPCNAND OuRvATRA E NENCE
SOIUTTiEASTERL Y AL7I.'G PRE .ARC OF A CAROM'? CUR VE 79 ME RYL7+T NA KW 4 RAMS OF 215 52 FEET A CENTRAL ANGLE OF
4830'f7, A Okfif LEM f1 OF ?72.54 F.t 1 AND A CNOAD BEARING Or SO IR1 3578'65' EAST FOR m ARC C1STAMOE CF T7736
FEET TO A PONT OF CGu(C R4 C+IfivATfbRE. ThENC'5 Rum .504.0-hEhY Y 4t0hrG THE ARPO OF A CAR a,YAR CURL( TO NE Mr,
&WIZ` A RAMS .SLF 57352 FEET A CE4+TRAL ANGLE OF 64133'4r, A CH 1J LENGTH OF 6`08.3S FEET AND A CNORD i9EARMIG OF
SOON P6 `,554' 316.ST, FOR AN A+QC' J74 TRIVE Or 641,2$ FEET TO A POUT OF 0041POVNO Of.VVATO4 THENCE RUN 1$ESTERACY
ALCM TIE ARC OF A CROW COME 79 RE RICH T .HA ' A RAG3'US OF 21352 FEET, A CENTRAL AaW2LE CF 453077" A
CHORD LE?MGT1 c J72.54 FEET AND A CHORD EAR,4NG OF SOUTH 127552' HEST. FOR AN ARC DSTAMCF G 1JT.36 FEET TO A
POINT OF COAN & 4? CuRvArtR4 THENCE Rifle 1IESTERL V ALOLVG' NE MC OF A OfRCTiLAR Cc/Rif 70 THE R+CHT, T1AkNO A rimavS
OF 65852 FEET: A t NTRAL AR'JY,tiE CHr 22T55'48; A LE ?1 0r 26f.78 FEET AND A C7#O DEAReC' Or NORTH 73tl1U' G''
i►EST,, FOR AN ARC oiSTAR5;'E t f 26354 FEET To A PONT OF 01 APCVNLO CURVATURE. THENCE RON NORRiESTERLY kOP4 T"=_
ARC OF 4 CRCIAA4' Ca? TO FIE WRY: If AVM A RAMS CF 2?852 FEET A CENTRAL ANGLE OF463077r A CND LEh',r -
OF f7254 FEET Ai& A CHOFEI REARM OF NORTH 3.6"8'05' REST,, FOR AN ARC DISTANCE OF 17735 FEET TO A POST OF
coVLA E Co? vA T+aR THENCE MAN MATbfRL J' ALON6 THE ARC OF A MAAR CI R4f TO NE ARROW; ?IA LW0 A RAM::
573.52 FEET. A C "NAL ANGLE Or 1247114', A CHORD LENGTH OF 12729 FEET AND A CHORD REAR IG OF NORTH 08 i9'i0" >•_ -
F08 AN ARC' YSTANCE OF 02605 FEET TO A PONT NEArCE Rter SOUTH ; 7 3'2d" IRE T FOFf A CoSTANCE OF 409 FEET TO
POW; THEJICE RUN NORM' 0255'37' HEST FOR A DISTANCE Or 508.92 FEET TO r.-E PONT C7 BEGAVIAYW COWTARR41rC 547,,55-4
Sr MRE FEET MORE Co? LESS OR r2.570 AC,IRES MORE OR LESS.
hrDTE'
f. THE HAWS' 5+,'OWIY HEREON RELATE TO AN AS51,Yti0 SEARRNO NTH t718'I8° EAST,f ALC4VG THE SWIM LINE ,rc °,tif
HARP EAST ONE-3JARTER (1/4J OF SECTWN 32, TItIP45h11P 53 500TTf; RANG 41 EAST MAW-DADE [3.i.PYTY, RORADA.
2 TT S sKETC1.' .' NOT k`Ai.Q2 lifTR,'7AUT THE SAWAR ?E AND FIRE ORJ NAL RAISE! SEAL OF TFrE ATTESFM'G FL08494 LICarSED
9ATIE Th rq; gAPPEIF..
A I—W'ER E SHISKIN + ASSOCIATES(,a-&,;
LAND SURVEYORS • ENGINEERS • LAND PLANNERS
3244 COFI'ORTE M'AT. KIIRAJ1aR. FLORIDA. 3.3025 PLE{3J5) 652-7(11G ERDWARCN(504) 435-7010 MOM) 552-0264
THIS IS HOT A 'LAND SURVEY.'
SHEEP _ 4F _ SHEET(S)
ORDER NC • 214269
DATE. 15/11/2021
EXHIBIT "C"
EASEMENT AREA
SKETC1— TO l.-')C,Orv-3.4.1\1v LEGA_ 2,E.SCHIPTION
LE:
North Lioe for IA Serfloo J2-53-4 r
1
A14724'21I f02412.
.1010e12551W 241.21r
MEIF5e3-ilt 4t15.37'
hitUnrOrir .573.24'
r.•04-019r 4A135.,.2'
1.7.4219.29' Com-sisair
ENS.-143F45trE
,114 4
yt _01
, 5.
f-139.84' A-8737'01' -:'•
R-m.' at3.-r44,42'
-.. , A.„8:25, N.B.-ffiti00'23E t I
•:•:: :-•,. "A' S.. N—N-400' aeo -20412 1: ' .5Affarreg '
' 04.3.-W.W4514, • c man'
--- ...t ... .45....
X I _
. .
-s• T OF '4; .
CMENraleir N17653'., nr
, BECIAING1 facIVE.TOP•Li .
•
S f :•-'' writ Corrier.1.—A-
....'•;rthece IA 5 Oilirgritr .50.14.-6\7AS.V1I-LI FT .*\.„,--'-r -
Section 32-.5J-4?
liot
1. The beCearrO Shee71. tref OM Wok, IV vo =evil teolv North 68•Mr?0- Eastf afohq th Sourh Wne p - Rodie5
of The Nortfiedel Oae-Quorter 0/4) of Sectivo .32. TOIMBit* 53r Scubla, &owe 4.' East 41orn.".9acre ..1- Della A
Crr.ortj; Rod& L - Are Le*
2. Ws *ketch a eat ictIkr wileeot Ore eirotErre arra' htt ef4eeerl reised serd .5,4 1'fie efzeoNeg flxide MY. - Men, 5oorin9
Ficarrsed surioyor ared rrhumsr, Ch.D. - Chord Distalee
248.65'
SOF 4 e'r)-E
1.17.61'
/ L-240.1P'
CH.0.240.12'
010.51141.17'04-E
5.?r462rif mow
Norheast tComer,
Sectial 32-53-4?
L=7.re a=0'16'48'
re.0.40° CkJI=1_r.5"
Olat=5/71.4433T
350
4-74o.Ar
.f14174.9'.hr
R,72177.
OW. ,Na Jrors.-sarfriNfl
r -
Ners954-E ,-T9
fa IA
Seetioe 32-.53-41
RDA SCHWEBKE S H !SKIN + ASSOCIATES
LAND SURVEYORS • ENGINEERS • LAND PLANNERS
'AVE *V. NIRAMAK FLOFIDA „WM, VAEE(:ID) E.,52-7:110 ERNIA19NK4) 4.1D-IrgID FA:(5C,Vy 552-E1113•4
ORDER NO • 214NA
THIS IS NOT A *LAND VJRvE-..
DATE: 10/11/2021
SHEET OF SHEET F P • Nit
=
SKETCH TO ACCOMPANv LEGAL DESCRIPTION
LEGA L'ESER,N}T7ibr:
AL WA T FORM -AV Or MCAT PROEN CSTA 7E5 SEC AcCCROAVID re? PLAT THEREOF. A5 RECORDED 01 PLAT L$ 7WC di AT
FAQ- zA Of THE PIcE��LIE��Rn�E�f�7��ROS OF MiAIh -i A C•'�MM: ftG4JI�JA, d rDYG iJrTJdTY TTi &VENDAR7 OF THE FOLLOWING DESERISZFO LAW;
TOCENER R4T'1 (W-SUB6Y1 01- LAWS L'n W V W T' WORTAEAST ME -WARM? M? 0/4) OF SECTION 32; TOKINSIe 53 50i1Ti+, RANIX 4 r
EAST SAD LArk7S ERA' MIME PARM Aar EESORBECI AS FadOUG:
DOINIENCE AT THE SHINIEST CORNER OF NE hORT,MEAS'T OYf-oatt a 0 4) OF SIM SECTICIN .T1, THENCE OW iZONC NE SOON
LINE OF ME NORTFkF4sr CNNE .' r47ER (r,✓4A OF IAD SCUM V4 32. WIRTH +°�6-'0858' EAST FOR A [,xCiTANCE OF 649.34 FE_F7 TO A PONT;
THENCE RaY NORTH '53'17• I EST FOR A A'STAMCE OF 45.O FEET TO A PAINT ON A OE 45:0o FEEr AvRrel OF NO PAR,+IIL& FMN.
AS MEASURED AT Miff ANGLEr0, Td SAAC+ SG,YrfH LONE OF NE IAORTREAS'T ONE -COWER (VV4) OF SEVCRON 32 AND T4E POINT OF
BECIMWMG OF THE LLOW G DESCRIEIFS PARCH OF LAri . pTHIEMM I RL ALONG THE EASTE? Lr DOTED ACCESS FE.9T CF-I41Y . OF
NW. 40'00 AiEhCE Idf„EiA'+E ROAM 1k1E FOLLOWING TT{IPEf I ) COURSES; 0,1 MENCE Rd,W fiGer? 0053'J7' 10E5T FOIR A TASiTAITICF OF
59.96 FEET Ti7 A PONT; (2 mac( AN NORM 49'5849' ISEST FOR A DISTANCE Or 652.5J FEET TO A PONT ON THE AEAIT MEWED
C1dirOtAR COM C.7WCAef 77J Th1E NORMEAST, (3) WENCE ROY NORTHWESTERLY ALONG T'1E ARC OF S4M CL W TO THE ReAr, f#44A,c A
RADIUS OF 4.70.00 FEET A CENTRAL ANGLE OF 28"Od'25', A C:' A4O LENCNt ,OF 22652 FEETALC4VG A CHCIRD WARM OF NORM
Ti'J!'4.5` WEST,, FOR A A 7 ME F 2:3084 FEET TO A POW; THENCE ROW NORM 85 ° ' EAST FOR A OISTANCE OF 739.49 FEET TO
A r'a vT OF CaileAfl.9E CT, A C.t7e.VIA.? GA4IE CYi'VCA T1 VIE NO/Mott-SF; T'ENC.E ?bW NORREAEEO ' ALONG TRL ARC OF S40
SY-1CAN ELARLf Pt DEFT ,YAL A .4APT/5 OF JOA.LI?i fET, A MORAL ANRI OF $757br; A 051071q ¢F r44.42 PIT ANO
A OfOR0 BEAD 61F g[+47H 43V 23' EAST FOR AN ARC DISTANCE IX r5K64 FEET TO A P06NT 0 REVfR5E CaRVA T2#r • MARE Roy
NC+RTHEASTERI,Y ALONG rr,E ARC OF A CIP1:14AR GY„6?IE 717 WE A J+'A1V 2 A RAMS OF 6554 FEET, A CENTRAL ANaE OF
84;i7`r6', A CAYd?D LENGTH OF 1165,r9 FEET AN A MORD 9EARTIWO' OF MORN 4120'31" EAST FOR AN ARC. &WSTAN°..,E OF r27624 FEET
TO A PONT ON THE MEV-AFSL'n h1EJ NSW-TANEYHT f.1nCut44 Ca9Li` CCeiCAVf T9 NE 00?WwfST, Mt -KY Foy NOYRTFd_FASTER1 r ALCINO
THE A,RC OF SAIL CNPELQAR L1h7cE 7 TJIE LER HAWN[ A RAMS OF 42.229 FEET; A U17RAC ANaE t'TE 65T,629, A OICRO LEATOTN
OF 56647 FEET AND A CNORO Of ARM GF 7rfT47FT' 3d'45'P5' f45T; FOR AN ARC OJSTAtiti E OF 8i43Q FOT TO A FONT; PENCE RUN
MIRTH 030J'r3' REV' FOR A VS -TAME OF 31524 FEET TO A PONT; PINCE dRdrW 855854 ` £A57 FOR A &S'TANCE CF AY 5,57
FEET TO A PONT; mrada Ruh ROM OTS2;56" REST Fa? A OJSTAh1 F OF 242,22 FEET TO A FNiV6M1rT, THENCE RUN ALOI4S NE NORM
L,WE CF THE NORM AST r/4 OF SAO'i SEC'TTCAM . NORTH 8721r21' EAST Fa? A DISTANff OF I0002 FEET 77 A POINT ON A
raAI-TAINT r CVLAR t VE COirCA If Tr} NE EAST THENCE Ow SJd,'TFdLFRL Y MONO THE MO OF SAO CTRCZRAR CYA?If TO Trif LEF �,
F#AIANG" A RAMS LF r463.40 FttU, A CORRAL ANGLE OF WM'48, A CAW LENGTH OF 3T5 FEET A1Tp7 A GN WL7 a-,11 G OF 5ONTTF
W'WJ ' EA57 FCA? AN A4 a5TAAicE CF 7. J5 %Pt f To A POW7 OF rohz-ri; Y, F7-gh10E SOUTH Or 2 S7' EA5r caT A 1:U5r4I i OF
245.50 FEET TO A FONT Cr CaRVATZ.RE CIF .A CROUP OLW € CONCA4LF 70 WE EAST; ?4EMGE RA SG fl7 BLr ALOLNG T7f ARC CF
SA70 C:RRCtraAR Ci,W?If TC NE LEFT HAI NG A TT.4D4T5 Of 2871.79 .FEET A CEh'LFAL ANGLE OF 04118'J4`, A A:1ORO, LEN 6' N OF 24(2.7J
a-7 AND A CHOR) JFAR I C OF SOWN 0477'04' EAST,, FOR AN ARC LNSTAT E OF 240.78 FEET TO A PONT Or TAUGEser. 7?#NG'E RCN
Si7i1T•Tr DS?rT'r?' EAST FOR A DISTANCE OF rr761 FEET 70 A PONT OF OtNRV4?A E OF A (MOLAR ME CCNCAIF TO THE HEST'
MdEN E RON SOuThEB°L r ALONG ThQEF ARC OF A Ci8CL+LA'? (Id Rif 70 Mg RyGHT rJA WO A RA 0S OF 2884.79 FEET, A CDCRAL ANr0 E
OF Or49'r4 A dENDMI OF 241).T7 FEET A40 A CAW gEARINO OF 5000M 0177'04" EA5T; FCW AN ARC TXSTANCE T 247,19
FEET TC A PONT CIF TANC NCY; THEVCE Ray ALCNC A LAE moo FEET NEST rT ANO PARALLEL TO, M EAST ME OFF WE NORMAST
T 4 Of SuO ! CTJON J2 OLIN Or5257` EAST FOR A AtSTANY"�E OF 5150 FEET TO A PONT; WENCE Rifle S(M)Trf 874c2i' ITT FOR
A O.'STAKE CIF MOW far TO A AMT. TYf}FCE RL+N SOUTN 01'52'51' EAST ALQ41' THE Aar TR 4tT— WA r LONE OF THE SEA90ARP
AY? LAW RA . ROAD AN9 THE EAST LINE OF CLOCK 5, -LE/WE G4REN ESTA TES 5£CTOW 4; PLAT 8CXw 44 PACE 23 CF T7GE PLIB:IC
RECPROS OF Afi41R'-0A0E COMITY, FLORA, FOR A LkSTAMCE OF 1064,41 FEET TO A OT'T i; NEW RON a rai 498D816` HEST FCC A
GUS?AWE OF MOO FEET 70 A PCOWT; ?FENCE ROY 5OUP-0 Oita ST' EAST, r A Of:5TART OF 21340 FEF7 TO A PM NEWT .+tea
SAID WOW IC5i; AC OVO A LNf .00 Par MORIN OF ME WL)TN IXF 1 TF NOPTT AST J/4 OF SAS 5.EGM7Ar M. FOR A
DISTANCE OF r235,7r FEF1 Tit' ?TIE POINT cr; rE(,1T CGWFAMG ,531288 SOU ARE FEET YORE 0 LESS PR 56081 ACRES MORE OR
dE55
OT
.'. THE SEARIA Si1011N HEREON RELATE TO AN A5SUMED BEAD' (NORTH 66'016- EAST) ALONG T 5L7V0 OE OF THE
NORTHEAST CAVE- a/ R ? (T 4)) OF T+7W 32, TON0'511P 5i TN RANDS 41 EAST, 18-DAL COMFY, FLORIDA.
2. THIS . 7i 1 IS NOT VAL.01 M 0LTT ?f S'INAT,IRE Adt^ Pt- WAAL R.41Sf0 SEAL OF THE ATTEST * Fdf 147A LICE SE0
SURVEYOR ATS0 MAPPER,
•
SCHWEBIE SHISKIN + ASSOCIATES
LAND >__ . E''OR5 • ENGINEERS LAND PLANNERS
":` i'FRTE ws, 14IewDN FLOFilLA 37025. DALE(305) 1552-7010 EROA D:( .{) 435-70IG FAX:(345} 662-6I64
THIS IS r.DT + "LAND SUR',TEY.'
SHEEP _ OF _ SHEET(S)
ORDEJ ND . 21 A2&B
DATE. 1a/11/2021
FEI. HA
EXHIBIT G
ENTRANCE ROAD
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
INGRESS - EGRESS AND UTILITY EASEMEN-
I
::=LE I.
z
,.1191rt
- North Um. 1114,
Section 32-53-41
INGRESS - EGRESS AND
LITII-rre EASEMENT
.Rtt TAY
pat i)en SiFErf__. ,.
1
___ _IT, _ _ _ 1 - 22 - -1.61
1- 4. _2_9 _ JO_ 2 r _ _I -2-5 - •
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i 27 I F
-1 I ....*.N.
- EA 7 4152 - ...106.74*Vik
- 4 I
▪ L.14 - 4,./402311,_
‘4,
i
3
Scr..ithwest Cone,
Arertinsv .rE5•9,9 649,34
45.00'
Section 32-5.3-41
fikikc
.... i 2.
''' • Loolvoic Cordon F-
V. Estafes Secticv 41.---Ift
1 21. Rof Rook 414, L.L1- II
I D. Pogc 2,5 Ls_1..
1
te
r-
1-1-35.eo'
1
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ii
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Sovth tin% 1/4,
cen7or)32-53-
The &sr.* show ft.vcori recto =wad Itterliair O'grxt6 IttrZ16`?0" Lf) dive.y tte Soult3
ithR Sortheasil One-Quiztet (r/4) of Section 02. Township 53 South, Rave 41 East, Aiiffrni-Dad9
Cnont?; Redo
2 This sdiotth not Lied w4hoot tbo sloiTatiore col tito or4niraoi scree of tire ottestingPr
55'firyar ago' mappar.
R - Radius
- Della Arrg.18
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P1.1 A SCHWEBKE SH I S K I N + ASSOCIATES
LAND S-RVEYD-.F.. EINEERS • LAND PLANNERS
MIFMAR. FLORILO. .741:125 :ADE(30.5) Et52-74 I C EIROWNIM95L) 4.51.-70 I G R11;(3G51 52-137E4
THIS IS NOT A 'LAND SIJRVEY.-
ORDER ND - 2142'59-8
DATE 10/12/2021
SHEET OF .1 SHEET(S) F
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AROUITECTONICA
2BDO OAK AVENUEMIAMI, FL 23133 G5r012021 KEY PLAN
305.372.912T 305.372.1175E SCALE: I'=44Q'{I"
FOR ILLUSTRATIVE PURPOSES ONLY. FWiL DEVELOPMENT DES IGNSHALL OE INACCORDANCE WNN INDIVIDUAL SITE PLAN APPROVALJSJ. All DESIGNS INDICATED IN THESE DRAWINGS ARE PROPERTY CFARIXIITECTCNICAIHTERNATIONAL CCAP NO OMB, SRi J SSICNS,
REPRODUCTICJ1S, OR ELECTRONIC MANIPU AitCtiCF ANY POOCH OF THESE DRAWINGS IN THE NOS OR IN PART ARE TO BE UWE WITHOUT THE EXPRESS OR MITER AUTHORIZATION DF.AROUITECTONICA INTERNATIONAL CORP. DESIGN INTENT SHOWN ISSUBJECTTC
REVIEWAHDAPPROVAL OFALIAPPUCAPAELOCAL AAIO GOVERNMENTAL AUTHORITIES IL4AI-4G JLIWBDICTION, All COPYFNGHTS RESERVED 02021. ALL OFFSl1E IMPROVEMENTS DEPICTED !NINE IMAGES ARE SUSJECTTO OBTAINING NECESSARY PROPERTY R OISTS
AND GOVERNMENT AEENCYHESPERMiTHRO AO APPROVAL PRIOR M CONSTRUCTION, AND IN ACCORDANCE WITH TIEIRAPPLICARLE REGULATIONS.
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