HomeMy WebLinkAbout24307AGREEMENT INFORMATION
AGREEMENT NUMBER
24307
NAME/TYPE OF AGREEMENT
MIAMI FREEDOM PARK, LLC & INTER MIAMI STADIUM, LLC
DESCRIPTION
CONSTRUCTION ADMINISTRATION AGREEMENT/1400 NW
37TH AVENUE, MIAMI, FL 33125/FILE ID: 11637/R-22-
0156/MATTER ID: 20-841
EFFECTIVE DATE
February 9, 2023
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
1/17/2023
DATE RECEIVED FROM ISSUING
DEPT.
3/17/2023
NOTE
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
ARTICLE 1 CERTAIN DEFINED TERMS 3
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 41
ARTICLE 5 INSURANCE; INDEMNIFICATION 44
ARTICLE 6 COMPLIANCE WITH APPLICABLE LAWS; LIMITATIONS OF LIABILITY
466
ARTICLE 7 DEFAULT 46
ARTICLE 8 NOTICES 49
ARTICLE 9 CONSTRUCTION OF TERMS AND MISCELLANEOUS 51
ARTICLE 10 REPRESENTATIONS AND WARRANTIES 544
ARTICLE 11 EQUAL OPPORTUNITY; RESPONSIBLE WAGES; HIRING AND
SUBCONTRACTING PREFERENCES 56
ARTICLE 12 LIVING WAGE 58
ARTICLE 13 ARBITRATION 60
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 AND STADIUM DEVELOPMENT CONCEPT
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I' II 1 i I l• I i
CONSTRUCTION ADMINISTRATION AGREEMENT
THIS CONSTRUCTION ADMINISTRATION AGREEMENT (this "Agreement"),
dated as of February 9, 2023 (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 ("MFP"), 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");
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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 April 28, 2022, the City Commission passed Resolution RR-22-0156
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.
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ARTICLE 1
CERTAIN DEFINED TERMS
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 that certain application approved or
rendered by the City on the SAP Approval Date providing entitlements for the construction of the
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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.
1.9
3.5(B).
"Baywalk Contribution" shall have the meaning ascribed to such term in Section
1.10 "Baywalk-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, Sections 376.77-85, Florida Statutes.
1.13
Holiday.
"Business Day" shall mean a day of the year that is not a Saturday, Sunday or Legal
1.14 "CBE-A/E" shall have the meaning ascribed to such term in Section 11.6.
1.15 "Certificate of Occupancy" shall mean either a final or temporary certificate
issued by the Governmental Agency and/or department 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.
1.16 "Change Order" shall mean (i) a 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.
1.17 "Change Order Documentation" shall have the meaning ascribed to such term in
Section 2.15(B).
1.18 "Charter Amendment" shall have the meaning ascribed to such term in the recitals
of this Agreement.
1.19 "City" shall have the meaning ascribed to such term in the introductory paragraph
of this Agreement.
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1.20 "City Attorney" shall mean Victoria Mendez or her successor as City Attorney of
the City of Miami, Florida.
1.21 "City Commission" shall mean the City Commission of the City of Miami, Florida.
1.22 "City Indemnified Parties" shall have the meaning ascribed to such term in
Section 5.2(A).
1.23 "City Manager" shall mean Arthur Noriega or his successor as City Manager of
the City of Miami, Florida.
1.24 "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. The 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, the 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 department, 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 the 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 the
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 the City Manager denies any Approval
Request, the 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.
1.25 "Claim" shall have the meaning ascribed to such term in Section 5.2(A).
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1.26 "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.
1.27 "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
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.
1.28 "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).
1.29 "Commencement of Construction Deadline" shall have the meaning ascribed to
such term in Section 2.10(B).
1.30 "Commercial Development" shall mean, collectively, the Hotel(s) and
Office/Retail Project, and any Public Infrastructure applicable thereto.
1.31 "Commercial Development Payment and Performance Bond" shall have the
meaning ascribed to such term in Section 3.3(B).
1.32 "Commercial Lease" shall have the meaning ascribed to such term in the recitals
of this Agreement.
1.33 "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 and Stadium
Parcel.
1.34
2.10(D).
"Completion Deadline" shall have the meaning ascribed to such term in Section
1.35 "Contractor" shall mean the construction manager, duly licensed pursuant to
Chapter 489, Florida Statutes, engaged by IMS, regarding the Stadium Project, and MFP,
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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.
1.36 "Construction Budget" shall mean the budget with respect to the Project, or any
portion thereof, including the Stadium Project Budget.
1.37 "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.
1.38 "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.
1.39 "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.
1.40 "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.
1.41 "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.
1.42 "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.
1.43 "Default Rate" shall mean a per annum interest rate equal to the lesser of (i) twelve
percent (12%); and (ii) the highest rate permitted by Applicable Law.
7.2(A).
1.44 "Defaulting Party" shall have the meaning ascribed to such term in Section
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1.45 "DERM" shall have the meaning ascribed to such term in Section 1.63.
1.46 "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.
1.47 "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.
1.48 "Development Agreement" shall mean the development agreement approved in
conjunction with the Approved Special Area Plan.
1.49 "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 and identified therein as "Leased CS" and
"Leased T6-8" areas.
1.50 "Development Order" shall mean any order granting, denying, or granting with
conditions an application for a development permit, as defined in Florida Statute Section
163.3164(15).
1.51 "Development Parcel" shall have the meaning ascribed to such term in the recitals
to this Agreement.
1.52 "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
Section 163.3164(16).
1.53 "Development Sub -Parcel" shall have the meaning ascribed to such term in the
Commercial Lease.
1.54 "Disqualified Person" shall have the meaning ascribed to such term in the
Commercial Lease.
1.55 "Easement" shall have the meaning ascribed to such term in Section 2.20(B).
1.56 "Effective Date" shall have the meaning ascribed to such term in the preamble to
this Agreement.
1.57 "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.
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1.58 "Entrance Road" shall have the meaning ascribed to such term in Section 2.31.
1.59 "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.
1.60 "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
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.
1.61 "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.
1.62 "Environmental Project Requirements" shall have the meaning ascribed to such
term in Section 2.3.
1.63 "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
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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.
1.64 "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).
1.65 "Executive Order" shall mean Executive Order No. 13224 (Blocking Property and
Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism).
1.66 "Final Plans" shall have the meaning ascribed to such term in Section 2.2(E).
1.67 "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.
1.68 "First Tee Program" shall have the meaning ascribed to such term in Section 2.6.
1.69 "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.
1.70 "Government List" shall have the meaning ascribed to such term in the
Commercial Lease.
1.71 "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.
1.72 "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.
1.73 "Hiring and Subcontracting Preferences" shall have the meaning ascribed to
such term in Section 11.7(A).
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1.74 "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).
1.75 "IMCF" shall have the meaning ascribed to such term in the recitals of this
Agreement.
1.76 "IMS" shall have the meaning ascribed to such term in the recitals of this
Agreement.
1.77 "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.
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.
1.78 "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.
1.79 "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.
1.80 "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.
1.81 "Interim Compliance Reports" shall have the meaning ascribed to such term in
Section 11.7(B).
1.82 "Lease Agreements" shall mean, collectively, this Agreement, the Commercial
Lease and the Stadium Lease.
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1.83 "Legal Holiday" shall mean any day, other than a Saturday or Sunday, on which
the City's administrative offices are closed for business.
1.84 "Living Wage" shall have the meaning ascribed to such term in Section 12.1(B).
1.85 "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.
1.86 "Major Improvements" shall mean any building to be constructed on the
Development Parcel containing more than 25,000 square feet of usable indoor space.
1.87 "Major Project Components" shall have the meaning ascribed to such term in the
recitals of this Agreement.
1.88 "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
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.
1.89 "MFP" shall have the meaning ascribed to such term in the introductory paragraph
of this Agreement.
1.90 "MLS" shall have the meaning ascribed to such term in the recitals of this
Agreement
1.91 "Monetary Default" shall have the meaning ascribed to such term in Section
7.1(A).
1.92 "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).
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1.93 "No Hazard Determination" shall have the meaning ascribed to such term in
Section 2.33.
1.94 "Non -Defaulting Party" shall have the meaning ascribed to such term in Section
1.95 "Nonmonetary Default" shall have the meaning ascribed to such term in Section
1.96 "Non -Party Affiliates" shall have the meaning ascribed to such term in Section
1.97 "Non -Relocation Agreement" shall have the meaning ascribed to such term in the
recitals of this Agreement.
1.98 "Non -Stadium Public Benefits" shall mean all the Public Benefits other than the
Stadium Project.
1.99 "Notice" shall have the meaning ascribed to such term in Section 8.2.
7.2(A).
7.1(J).
9.17.
1.100 "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.
1.101 "OFAC" shall mean the Office of Foreign Assets Control.
1.102 "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.
1.103 "On" or "in" means when used in Article 4 with respect to the Parent Tract, means
"on, in, under, above or about."
1.104 "Parties" or "Party" shall have the meaning ascribed to such terms in the
introductory paragraph of this Agreement.
1.105 "Park Fund Contribution" shall have the meaning ascribed to such term in
Section 3.5(A).
1.106 "Park Payment and Performance Bond" shall have the meaning ascribed to such
term in Section 3.4.
1.107 "Park Plans" shall have the meaning ascribed to such term in Section 2.3.
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1.108 "Park Project Requirements" shall have the meaning ascribed to such term in
Section 2.3.
1.109 "Park Site Development" shall have the meaning ascribed to such term in the
recitals.
1.110 "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 the Park Plans, and (y) completion of
the Environmental Work on the Public Park Parcel, as evidenced by DERM'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.
1.111 "Parking" shall mean the Parking for Stadium and Parking for Development
Parcel, collectively.
1.112 "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, which may be located within the Development Parcel.
1.113 "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.
1.114 "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.
1.115 "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.
1.116 "Phase" shall mean Phase 1, Phase 2, and/or Phase 3, as applicable.
1.117 "Possession Date" shall have the meaning ascribed to such term in the Commercial
Lease.
1.118 "Principal Place of Business" shall have the meaning ascribed to such term in
Section 11.5.
1.119 "Project" shall have the meaning ascribed to such term in the recitals hereto.
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1.120 "Project Manager Appointment" shall have the meaning ascribed to such term in
Section 2.12.
2.2(A).
1.121 "Project Requirements" shall have the meaning ascribed to such term in Section
1.122 "PRPs" shall have the meaning ascribed to such term in Section 4.1(D).
1.123 "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.
1.124 "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 Approved 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.
1.125 "Public Benefits Completion Deadline" shall have the meaning ascribed to such
term in Section 2.10(B).
1.126 "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.
1.127 "Referendum" shall have the meaning ascribed to such term in the recitals of this
Agreement.
1.128 "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.
1.129 "Rent" shall have the meaning ascribed to such term in the Stadium Lease and the
Commercial Lease.
1.130 "Replat" shall have the meaning ascribed to such term in Section 2.17(A).
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1.131 "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).
1.132 "Sanctions" shall mean economic sanctions administered by Office of Foreign
Assets Control (OFAC), the U.S. Department of State, or any other applicable economic sanctions
authority.
1.133 "SAP Approval Date" shall mean September 14, 2022.
1.134 Intentionally deleted.
1.135 Intentionally deleted.
1.136 Intentionally deleted.
1.137 Intentionally deleted.
1.138 Intentionally deleted.
1.139 Intentionally deleted.
1.140 "SBE" shall have the meaning ascribed to such term in Section 11.6.
1.141 "SBE-Construction Services" shall have the meaning ascribed to such term in
Section 11.6.
1.142 "SBE-Goods and Services" shall have the meaning ascribed to such term in
Section 11.6.
1.143 "SBE-Goods and Services Participation Requirement" shall have the meaning
ascribed to such term in Section 11.6.
1.144 "Schematic Design Package" shall have the meaning ascribed to such term in
Section 2.2(D).
1.145 "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.
1.146 Intentionally Deleted.
1.147 "Sports Fields" shall mean no fewer than six (6) fields (which may be
divided/flexed into smaller 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.
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1.148 "Stadium" shall have the meaning ascribed to such term in the recitals of this
Agreement.
1.149 "Stadium Construction Account" shall have the meaning ascribed to such term
in Section 3.2(A).
1.150 "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 hereto as Exhibit H and identified therein as "Leased CI."
1.151 "Stadium Financing Documents" shall have the meaning set forth in Section
3.2(A).
1.152 "Stadium Lease" shall have the meaning ascribed to such term in the recitals of
this Agreement.
1.153 "Stadium Lender" shall have the meaning ascribed to such term in Section 2.1.
1.154 "Stadium Payment and Performance Bond" shall have the meaning ascribed to
such term in Section 3.2(B).
1.155 "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
be submitted by IMS, as may be modified from time to time in the manner set forth in this
Agreement.
1.156 "Stadium Project Budget" shall have the meaning ascribed to such term in
Section 3.1.
1.157 "Stadium Project Requirements" shall have the meaning ascribed to such term
in Section 2.2(A).
1.158 "Stadium Parcel" shall have the meaning ascribed to such term in the recitals to
this Agreement.
1.159 "Team" shall have the meaning ascribed to such term in the recitals of this
Agreement.
1.160 "Term" shall mean the term of this Agreement commencing upon the Effective
Date and ending upon the Completion of Construction.
1.161 "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.
1.162 "Transportation Management Plan" shall have the meaning ascribed to such
term in Section 2.24.
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1.163 "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
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
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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
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 the 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 Approved Special Area Plan is sufficient and definitive evidence of compliance with such "No
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I I' 11 I' I I' II
Net Loss Policy", as Applicable Law requires the Approved Special Area Plan 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").
(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,
20
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.
(G) Notwithstanding anything to the contrary contained in this Agreement, no
single subcontract entered into by the prime contractor with respect to any component of the
Project will have a contract price in excess of $250,000,000, and MFP will include in the contract
with its prime contractor(s) an obligation that such prime contractor(s) bond the full value of the
contracted work and, to the extent necessary to ensure that 100% of the contact price is bonded,
require each of its first tier subcontractor(s) to cause the posting of bond(s) for 100% of the value
of the scope of work subcontracted to such first tier subcontractor(s) such that, in the aggregate
and without duplication, the value of all work contracted with the prime contractor(s) shall be
100% bonded. The required amount of every bond for the applicable scope of work required under
the Lease Agreements shall be 100% of the contract price.
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"), as
may be modified, and in compliance with, the "Soil Management Plan and Conceptual Engineering
Control Plan for Miami Freedom Park" approved by DERM, which plans, for avoidance of doubt,
remain subject to the City's rights under Section 4.2(F). 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 plans necessary to complete the Park Site
Development (the "Park Plans") within time frames that will allow MFP to obtain Permits for
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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 and 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
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.
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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
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
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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
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;
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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 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
Commencement of Construction for any other applicable
portion of the work.
(B) 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.
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(D) MFP shall (i) Complete Construction of the First Phase of the Commercial
Development no later than seventy-two (72) months after the SAP Approval 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 SAP
Approval 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 SAP Approval 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, and the Public Benefits
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 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 of the 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 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 the Extension Fee (as defined
in the Stadium Lease), in the manner (and subject to the terms and conditions) set forth in Section
5.4(B) of the Stadium Lease. The extension of the Public Benefits Completion Deadline may only
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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 the 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 or the Public Benefits 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 the 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, the 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
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
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diminishing the foregoing, that the City (in its capacity as the City and subject to Section 2.12)
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
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 the proposed Change Order only if the proposed
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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
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 (or through such other instrument as acceptable to the City) (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
29
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
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
30
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, as applicable, 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 department of the
City or any other Governmental Agency having jurisdiction over the issuance of Permits and to
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
31
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
Manager to execute, the following easement with respect to the Parent Tract (the "Easement"):
(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 Easement 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 Easement.
(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,
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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 Easement.
For the avoidance of doubt, upon termination of the Commercial Lease and the Stadium Lease,
the access rights and Easement 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
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;
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(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
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
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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
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),
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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
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, fails 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,
as applicable, 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
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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. The Federal Aviation Administration issued to MFP on September
28, 2020, a "Determination of No Hazard to Air Navigation" (the "No Hazard Determination").
The No Hazard Determination concludes that the height of the proposed stadium "would have no
substantial adverse effect on the safe and efficient utilization of the navigable airspace by aircraft
or on the operation of air navigation facilities." On or before the date that IMS finalizes building
permits for the vertical construction of the Stadium, IMS shall seek and obtain a revised No Hazard
Determination from the Federal Aviation Administration based on the final height of the Stadium
as set forth on the Stadium building permits and obtain all other required approvals of the height
of structures located on the Demised Property by, as applicable, the Federal Aviation
Administration, Miami -Dade County, and the Miami -Dade County Aviation Department.
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
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
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Parties anticipate a total Stadium Project budget in the amount of $350,000,000 (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 of the Stadium Financing Documents, 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 accordance with Section 2.2(G) of this Agreement, which such payment and
performance bonds shall be adjusted to reflect any changes in contract price for the applicable
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 Section
2.2(G), (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
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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
accordance with Section 2.2(G) of this Agreement (each, a "Commercial Development Payment
and Performance Bond"). Each Commercial Development Payment and Performance Bond (i)
shall be in compliance with Section 2.2(G), (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
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
accordance with Section 2.2(G) of this Agreement (each, a "Park Payment and Performance
Bond"). Each Park Payment and Performance Bond (i) shall be in compliance with Section 2.2(G),
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(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 contribute to the City
$20,000,000.00 for improvements to public parks or acquisition of public parks within the City of
Miami (the "Park Fund Contribution"). MFP shall contribute (i) fifty percent (50%) of the Park
Fund Contribution upon the earlier to occur of (x) the date that is eighteen (18) months after the
Lease Commencement Date, or (y) upon the issuance of the building permit for vertical
construction of the Soccer Stadium Development and (ii) the remaining fifty percent (50%) of the
Park Fund Contribution upon the issuance of the building permit for the vertical construction of
the Soccer Stadium Development. For the avoidance of doubt, in the event that the building permit
for vertical construction of the Soccer Stadium Development is issued before the date that is
eighteen (18) months after the Lease Commencement Date, MFP shall contribute one hundred
percent (100%) of the Park Fund Contribution. 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) Baywalk Contribution. MFP shall pay the City $5,000,000.00 for the
benefit of the Baywalk-Riverwalk Project (the `Baywalk Contribution"). MFP shall contribute
(i) fifty percent (50%) of the Baywalk Contribution upon the earlier to occur of (x) the date that is
eighteen (18) months after the Lease Commencement Date, or (y) upon the issuance of the building
permit for vertical construction of the Soccer Stadium Development and (ii) the remaining fifty
percent (50%) of the Baywalk Contribution upon the issuance of the building permit for the vertical
construction of the Soccer Stadium Development. For the avoidance of doubt, in the event that
the building permit for vertical construction of the Soccer Stadium Development is issued before
the date that is eighteen (18) months after the Lease Commencement Date, MFP shall contribute
one hundred percent (100%) of the Baywalk Contribution. 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 if (i) there is a breach of the Commercial Lease or the Stadium Lease by the City, (ii) a
court of competent jurisdiction has determined that MFP has the right to terminate such
Commercial Lease or Stadium Lease as a result of such breach, and (iii) MFP terminates such
Commercial Lease or Stadium Lease accordingly, in which case the Park Fund Contribution and
Baywalk Contribution shall be refundable; provided, however, commencing as of the date on
which the Certificate of Occupancy is issued for the Stadium and each anniversary thereafter, the
amount of the Park Fund Contribution and the Baywalk Contribution refundable to MFP shall be
reduced by ten percent (10%) so that as of the ninth (9th) anniversary of the date on which the
Certificate of Occupancy is issued for the Stadium, the Park Fund Contribution and Baywalk
Contribution shall in all events be nonrefundable to MFP. With respect to a breach by the City
under Section 3.5(A) or Section 3.5(B), MFP's remedy shall be limited solely to specific
performance.
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.
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(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
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. 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,
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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.
(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 an 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
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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
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 and 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,
or (iv) 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
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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.
(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.
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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.
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
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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 the City 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;
(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) Where a grace period is specifically provided, that specific
grace period shall apply.
(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.
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(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(D) shall be in addition to any other remedy the Non -
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 default or breach. In the case of any such
default or breach 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
or breach so long as it continues to prosecute the cure of such default or breach 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;
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(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.
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
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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
Miami, Florida 33130
with a copy to:The Department of Real Estate and Asset Management
with a copy to:
444 SW 2nd Avenue, 10th Floor
Miami, Florida 33130
The City Attorney's Office
Attention: City Attorney
444 SW 2nd 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.
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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.
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.
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
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any additional consent) from the City, in conjunction with a permitted assignment or transfer of,
respectively, the Stadium Lease or Commercial Lease (to the same assignee or transferee);
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. 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.
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
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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,
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,
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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.
(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 City'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.
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(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.
(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) No Sanctioned Persons. 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) No Sanctioned Funds. 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) AS IS. 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
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11' II 'I I i II
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) Solvency. 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; RESPONSIBLE WAGES; HIRING AND
SUBCONTRACTING PREFERENCES
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,
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. In the conduct of any
sports programs within the Demised Property, IMS and MFP shall endeavor to provide equal
opportunities to women and men.
11.2 Responsible Wages. IMS shall use reasonable best efforts to ensure that all
laborers and mechanics performing work onsite, including electrical workers, with respect to the
construction of the Stadium are paid wages at rates no less than those "responsible wages" as
calculated pursuant to Section 18-120 of the City of Miami Code of Ordinances. In addition, MFP
shall use reasonable best efforts to ensure that all electrical workers performing work onsite with
respect to the construction of the retail, office, and hotel buildings within the Development Parcel
are paid wages at rates no less than those "responsible wages" as calculated pursuant to Section
18.120 of the City of Miami Code of Ordinances. Tenant shall be responsible to pay to the City
all reasonable fees for monitoring compliance with the responsible wage requirements set forth in
this Agreement. The phrase "reasonable best efforts" as used on this Agreement shall mean the
exertion of substantial efforts to pursue all reasonable methods to achieve the result in question in
a prompt manner but without any requirement to take any action that would be commercially
unreasonable under the circumstances and with a minimum requirement that such efforts not be
less than the efforts that other similarly situated companies would normally use to accomplish the
objective under similar circumstances exercising reasonable business judgment.
11.3 Ex -Felon Outreach. IMS shall ensure that no less than five percent (5%) of its
total construction workforce for the Stadium will be comprised of ex -felons. To aid in the selection
of ex -felon candidates, IMS shall establish programs, which may include collaboration with
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existing not -for -profits (including, but not limited to, an initial outreach to Transitions, Inc. and
Circle of Brotherhood, Inc.) or staffing agencies, to employ said individuals.
11.4 Local Workforce Participation. IMS shall require contractors performing work
in connection with the construction of the Stadium to employ a minimum of twenty percent (20%)
of on -site labor with the following hiring priority: first, to residents of the City of Miami and,
second, to residents of Miami -Dade County. To the extent IMS does not contract for such work,
IMS will require that the party performing such work include a requirement in all its contracts that
twenty percent (20%) of on -site labor consist of residents of the City of Miami, and second, to
residents of Miami -Dade County.
11.5 Local Subcontractor Participation. IMS shall require the prime contractor
engaged for the construction of the Stadium to have not less than twenty percent (20%) of the
dollar amount paid to applicable subcontractors (based on the total amount paid to all
subcontractors for construction of the Stadium) paid to subcontractors that have their Principal
Place of Business in Miami -Dade County, in accordance with the following geographic hiring
priorities: first, to subcontractors with their Principal Place of Business in the City of Miami and,
second, to subcontractors with their Principal Place of Business in Miami -Dade County.
"Principal Place of Business" means the location of the primary office or central office of a
subcontractor. If the subcontractor has only one business location, such business location shall be
its Principal Place of Business. Confirmation of the subcontractor's Principal Place of Business
may be evidenced by a valid business tax receipt issued by Miami -Dade County.
11.6 Small Business Enterprise ("SBE") Program for Small Business Enterprise
Program for Construction Services ("SBE-Construction Services"); Small Business
Enterprise Goods and Services ("SBE-Goods and Services"); and Architecture,
Engineering, Landscape Architecture, Surveying and Mapping Professions ("CBE-A/E").
With respect to the Stadium, IMS shall cause its prime contractor to:
i. Award to firms certified by Miami -Dade County as SBE Construction Services
firms not less than 10% of the contractual agreements for construction and construction -related
materials, supplies and fixtures;
ii. Award to firms certified by Miami -Dade County as SBE-Goods and Services firms
not less than 3% of the contractual agreements for goods and services (such as, but not limited to
security, testing, surveying, etc.) (the "SBE-Goods and Services Participation Requirement");
and
iii. Award to firms certified by Miami -Dade County as CBE-A/E not less than 7.5%
of the professional services agreements for soft costs, including, but not limited to, design,
engineering, survey, inspection, job monitoring requirements, testing and legal.
11.7 Compliance; Monitoring.
(A) IMS shall use reasonable best efforts to comply with the hiring and
subcontracting provisions set forth in Sections 11.2 through . 11.6 (the "Hiring and
Subcontracting Preferences"). To the extent that IMS has used reasonable best efforts, but has
57
failed to achieve the applicable percentages related to the Hiring and Subcontracting Preferences,
then IMS and the District 5 commissioner shall establish a remedial plan to address any such
shortfall and the failure of IMS to fund and abide by such remedial plan shall be deemed a material
default of this Agreement.
(B) On the date that is six (6) months after the Commencement of Construction
of the Stadium and every six (6) months thereafter until Completion of Construction of the
Stadium, IMS shall provide to the City a report, in a format and containing such information as
reasonably acceptable to the City, setting forth the current status of compliance with the Hiring
and Subcontracting Preferences (the "Interim Compliance Reports"). The City acknowledges
that because of the unpredictable nature of the construction process, IMS may not be -- at any one
point during the construction process -- in compliance with the percentages set forth above for the
Hiring and Subcontracting Preferences. IMS's compliance with the Hiring and Subcontracting
Preferences, therefore, shall be determined after IMS obtains a Certificate of Occupancy for the
Stadium; provided, however, that if any Interim Compliance Report demonstrates a potential
shortfall related to the Hiring and Subcontracting Preferences, IMS will deliver to the City, within
thirty (30) days of the submittal of such Interim Compliance Report, a detailed plan of how IMS
will address and remedy any such shortfalls prior to Completion of Construction of the Stadium.
The Hiring and Subcontracting Preferences shall not be deemed or construed to require contractors
to hire employees who do not comply with OSHA requirements, drug testing requirements and
insurance company requirements; however, laborers with non-violent felony criminal records shall
not be denied employment solely based upon their criminal record.
(C) Prior to the issuance of any construction permits for the vertical construction
of the Stadium, an SBE-Construction Services certified firm shall be retained by the City Manager
to monitor and certify compliance with the reporting requirements set forth in Section 29 of that
certain Development Agreement executed (or to be executed) in connection with the Approved
Special Area Plan. The Developer shall reimburse the City fifty percent (50%) of the cost incurred
by the City to retain the SBE retained to monitor and certify compliance with the reporting
requirements set forth in Section 29 of such Development Agreement.
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.
(A) "Living Wage" shall mean compensation to a Site Employee of the greater
of (x) an amount no less than $18.73 per hour without health benefits or a wage of no less than
$15.03 an hour with health benefits valued at least at $3.70 per hour (which is the "living wage"
payable, as of the Lease Commencement Date, pursuant to Section 2-8.9, Miami -Dade County
Code of Ordinances) and (y) an amount no less than the "living wage" payable to "new service
58
contractors" pursuant to Section 18-557, City of Miami Code of Ordinances, as may be amended
from time -to -time.
(B) "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.
(C) "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, (iii) receives compensation through wages determined pursuant to a collective
bargaining or labor agreement; or (iv) constitutes an "exempt employee" (i.e., a salaried employee
who is not eligible for overtime pay) pursuant to the applicable provisions of the Fair Labor
Standards Act.
(D) "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 .
(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.
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I 11
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, including electrical
workers, 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".
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
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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
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 andlimiting 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.
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(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.
(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
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be deemed an Unavoidable Delay or be grounds for an extension or delay of any of the
Commencement of Construction Deadlines or Completion Deadlines.
13.4 University of Miami Coordination. For a period of ninety (90) days after the
Lease Commencement Date, IMS will use commercially reasonable efforts to determine the
interest of the University of Miami to relocate its home football games to the Stadium and the
feasibility of such relocation considering the current contractual obligations of the University of
Miami and the regulatory limitations imposed by Miami -Dade County and the Federal Aviation
Administration on the Stadium Parcel.
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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:
- Todd B.
City Clerk
APPROVED AS TO SURANCE
REQUIREMENTS:
Bv:
A -Marie harpe, Director
Risk Manag ent Department
CITY:
CITY OF MIAMI, a municipal corporation
of the State of Florida
Arthur Norie
City Manager
APPROVED AS TO LEGAL FORM &
CO ' ' . CTNESS:
Bv: Ii
ictoria endez n
City Att . ey / J
[SIGNATURES CONTINUED ON NEXT PAGE]
[SIGNATURE PAGE TO CONSTRUCTION ADMINISTRATION AGREEMENT]
64
Signed in the presence of: MFP:
rint Name:.Ib&e3v.P4-N a,tftuf
MIAMI FREEDO PARK, LLC,
a Delaware limi liabil company
By:
Name:
Title:
Signed in the presence of: IMS:
Print Name:,baeo2ag Cait J
rmt Name: Sara i„Q0t Z,
4.9
L 0.
INTER MIAMI
a Delaware li
TADIUM, LLC,
d lia .`I'ity company
By: �h
Name:
Title: A •r 4 , e 41
[SIGNATURE PAGE TO CONSTRUCTION ADMINISTRATION AGREEMENT]
EXHIBIT A-1
LEGAL DESCRIPTION OF PARENT TRACT
LEGA 6ESCR1-7,57':
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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 45.0.1 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
1
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.
2
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
3
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
O1 °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
4
POINT; (6) THENCE RUN NORTH 07°58'00" WEST FOR A DISTANCE OF 193.68 FEET TO
A POINT ON A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS MEASURED AT
RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF
SAID SECTION 32; THENCE RUN ALONG A LINE 50.00 FEET EAST OF AND PARALLEL
WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST
ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 00°54'35" WEST FOR A DISTANCE
OF 992.21 FEET TO A POINT; THENCE RUN NORTH 88°49'41" EAST FOR A DISTANCE
OF 251.82 FEET TO A POINT; THENCE RUN NORTH 70°04'29" EAST FOR A DISTANCE
OF 285.46 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 32; THENCE RUN
ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A
DISTANCE OF 117.47 FEET TO THE POINT; THENCE RUN SOUTH 70°04'27" WEST FOR
A DISTANCE OF 492.97 FEET TO A POINT OF CURVATURE OF A CIRCULAR CURVE
CONCAVE TO THE SOUTHEAST; THENCE RUN SOUTHWESTERLY ALONG THE ARC
OF SAID CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 190.00 FEET, A
CENTRAL ANGLE OF 62°44'26", A CHORD LENGTH OF 197.82 FEET AND A CHORD
BEARING OF SOUTH 38°42'14" WEST, FOR AN ARC DISTANCE OF 208.06 FEET TO A
POINT; THENCE RUN SOUTH 07°20'01" WEST FOR A DISTANCE OF 167.35 FEET TO A
POINT; THENCE RUN NORTH 72°00'10" EAST FORA 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
5
NORTHWESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING
A RADIUS OF 658.52 FEET, A CENTRAL ANGLE OF 10°30'38", A CHORD LENGTH OF
120.63 FEET AND A CHORD BEARING OF NORTH 66°48'32" WEST, FOR AN ARC
DISTANCE OF 120.80 FEET TO A POINT; THENCE RUN NORTH 71°24'19" WEST FOR A
DISTANCE OF 146.44 FEET TO A POINT; THENCE RUN ALONG THE NORTH LINE OF
SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 566.28 FEET TO A
POINT; THENCE RUN SOUTH 03°01'06" EAST FOR A DISTANCE OF 244.78 FEET TO A
POINT; THENCE RUN SOUTH 86°58'54" WEST FOR A DISTANCE OF 58.97 FEET TO A
POINT; THENCE RUN SOUTH 03°03'12" EAST FOR A DISTANCE OF 375.24 FEET TO A
POINT ON A NON -TANGENT CIRCULAR CURVE CONCAVE TO THE NORTHWEST;
THENCE RUN SOUTHWESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE
RIGHT, HAVING A RADIUS OF 420.29 FEET, A CENTRAL ANGLE OF 85°06'29", A
CHORD LENGTH OF 568.47 FEET AND A CHORD BEARING OF SOUTH 38°45'05" WEST,
FOR AN ARC DISTANCE OF 624.30 FEET TO A POINT ON THE NEXT DESCRIBED NON -
TANGENT CIRCULAR CURVE CONCAVE TO THE SOUTHEAST; THENCE RUN
SOUTHWESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING
A RADIUS OF 865.48 FEET, A CENTRAL ANGLE OF 84°37'16", A CHORD LENGTH OF
1165.19 FEET AND A CHORD BEARING OF SOUTH 41°20'31" WEST, FOR AN ARC
DISTANCE OF 1278.24 FEET TO A POINT REVERSE CURVATURE; THENCE RUN
SOUTHWESTERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE RIGHT,
HAVING A RADIUS OF 104.00 FEET, A CENTRAL ANGLE OF 87°57'O1 ", A CHORD
LENGTH OF 144.42 FEET AND A CHORD BEARING OF SOUTH 43°00'23" WEST, FOR AN
ARC DISTANCE OF 159.64 FEET TO A POINT; THENCE RUN SOUTH 86°58'54" WEST
FOR A DISTANCE OF 739.49 FEET TO THE POINT OF BEGINNING.
6
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
FORA 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
1
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.
2
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
1
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
FORA 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
2
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
3
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°57'0l ", A CHORD
LENGTH OF 144.42 FEET AND A CHORD BEARING OF SOUTH 43°00'23" WEST, FOR AN
ARC DISTANCE OF 159.64 FEET TO A POINT; THENCE RUN SOUTH 86°58'54" WEST
FOR A DISTANCE OF 739.49 FEET TO THE POINT OF BEGINNING.
4
EXHIBIT A-5
LEGAL DESCRIPTION OF PUBLIC PARK PARCEL
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LESS
1
EXHIBIT B
STADIUM PROJECT REOUIREMENTS
PROJECT PROGRAM SUMMARY BUILDING AREAS
CURRENTRRQQBAMANCtfAHLIglinit
Administration
Back of House
Circulation
Mechanical
Food & Beverage
Loading Dock / Parking
Locker Rooms
Press
Retail
Premium Club & Suites
Restrooms
Seating Bowl
11,000
18,100
177,200
15,400
24,900
23,600
23,000
13,000
1,000
42,200
25,600
170,000
Approx Total Net Sf 545,000.0
Net to Gross (10%) 54,500.0
Approx. Total Gross Sf 599,500.0
Building Highlights
• 10000+ gsf Dedicated home team locker &
training rooms
• 10,000+ gsf dedicated support locker and
changing rooms /nG 141 Ausdiary Locker Rooms. (41
Srar Dressnp Rooms, (2) ReAVM Dressing Rooms'
• 8,500 gsf Main Kitchen & Commissary
• 360-Degree Main Concourse
• 25k Seating Estimates
(-900) Seats between (44) Premum antes & (52) Loge noses
(-2 400) Gelb Wave Seats
1-4,200) Supporters Olb seats
(-17.500) Non-Prernun, Non -Supporters Gib Seats
FLELIKALI AKIEL92.IPER WiE SUSM19810M
Eft(' LEVEL
,Surf LEVEL
MAN ODNOCuRDE
PRESS LEVEL.
OCINOOLVilE
-16.1103
-SCOW
104
MANICA
INTER MIAMI CF STADIUM
FREEDOM PARK
p 011.2021
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 14th Street
• NW 37th Avenue / NW 14th Street
1
1
• NW 37th Avenue / NW 19th Street
• NW 37th Avenue / NW 21St Street
• NW 14th Street / Project Driveway
Police controlled intersections during departure:
• NW 42nd 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 21 St 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.
2
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
TOP SOIL AND TURF
• 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:
1
o MFP will construct a one (1) mile wellness loop and the park pathways at the
locations depicted in the image below:
NW I7th STREET
NW141h STREET
sa 836/DOLPHIN EXPRESSWAY---"
- 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.
o The Public Park Parcel will be improved to include sufficient light poles (ballasts)
to light the Public Park Parcel, but in no event less than 8 light poles (ballasts) per
acre, subject to compliance with applicable lighting restrictions for properties in
close proximity to airports.
• 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
1
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.
2
I ' 11
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
1
I I' II 'I' I I' II 'I
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]
2
SIGNED this day of
THE UNDERSIGNED
On behalf of
Miami Freedom Park, LLC,
a Delaware limited Liability company
By:
WITNESSED BY:
Signature
Title: Print Name
On behalf of
Inter Miami Stadium, LLC,
a Delaware limited liability company
By:
Title:
ATTEST:
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]
4
EXHIBIT B
SCHEDULE
[to be provided]
5
EXHIBIT C
INSURANCE REQUIREMENTS - HOLD HARMLESS AGREEMENT
[To be provided by Risk]
6
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, 12th Floor,
Coral Gables, Florida 33134, ("Grantee") (Grantor and Grantee are sometimes together referred
to herein as the "Parties," and separately as the "Party").
RECITALS
A. Grantor is the owner of that certain parcel of real property located in Miami -Dade
County, Florida, legally described on Exhibit A, attached hereto and made a part hereof, and
comprising of approximately fifty-eight (58) acres of public park land ("Easement Area").
B. Of even date herewith, Grantor and Grantee entered into that certain Construction
Administration Agreement (the "CAA") in which Grantee 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 Composite Exhibit B, attached hereto and
made a part hereof, ("Demised Property"), and (ii) develop, design and construct certain park
improvements within the Easement Area in accordance with the terms of the CAA ("Park
Improvements").
C. Grantee, its agents, employees and contractors require a construction easement over
the Easement Area. The Easement Area shall serve as a staging area for Grantee's development
1
and construction of the Demised Property Improvements on the Demised Property and the Park
Improvements within the Easement Area, 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 within the Easement Area 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, Grantee shall retain the right to access portions of the Easement Area
as reasonably necessary in furtherance of Grantee's rights and obligations under Article 4 of 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 the Easement Area 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 the Easement Area 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 Easement Area, in
connection with the foregoing, may permanently remain in the respective property notwithstanding
the termination of this Agreement. The easements granted pursuant to this Section 2 shall be
hereinafter referred to, collectively, as the "Construction Easement".
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
2
related to any exercise of or use of the Construction 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. The Construction
Easement created herein shall terminate upon Park Site Development Completion, as provided in
Section 2 above, except that Grantee's right to access portions of the Easement Area as reasonably
necessary in furtherance of Grantee's rights and obligations under Article 4 of the CAA shall
continue until 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, upon which this Agreement shall terminate.
8. Not a Public Dedication. Nothing herein contained shall be deemed to be a gift or
dedication of any portion of the Easement Area 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 Construction Easement 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 Easement Area, 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. Each Party shall be responsible for its own attorney's fees and costs. 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.
3
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 Easement Area, 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]
4
IN WITNESS whereof, the Parties have signed this Agreement as of the day and year first
above written.
Signed in the presence of: GRANTOR:
CITY OF MIAMI, a municipal corporation
of the State of Florida
Print Name:
Print Name: By:
Arthur Noriega
City Manager
ATTEST:
By:
Todd B. Hannon
City Clerk
APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM &
REQUIREMENTS: CORRECTNESS:
By: By:
Ann -Marie Sharpe, Director
Risk Management Department
STATE OF FLORIDA
) SS
COUNTY OF MIAMI-DADE
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.
5
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.
6
Notary Public - State of Florida
My Commission Expires:
EXHIBIT "A"
EASEMENT AREA
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
North Lane, F 1/4,
Sectia•n 32-53-4r
SCALE: 1•=500'
50.0o=+-I
( i
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u £
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MONT Clr
CGM MENCFMa T MIff53971r nor
„unites?
NIrtheast 1/I, metrof'r3T 141-14.
3 -53-41
I
rtte se 4 `t /J4 49
N87242' ! too 02
A03'03'1214 S7JPe'--ter
vor'5.26'Ir 242.22'
1496'S834t 405.57'�
1 `0112'57T
246 60'
1-674..10' e-81'0679•
N 4X.1s• C I-s6e4r-
c, e-.V.W45tnT
r aleure Gardv+
Estates Section 4
Pi'dt Book 44,
'72.3
L-10e.64' 4-8757'0' • _
N.104 GO' 00,A-144.42' A!
L-23G84' e-?�067s' oo.d-hes501,it
R-4700i0' GWD-22�57' Sal1GQ•r61
d4R-YJcf s511 sax'
NT f
BE INNNVG f.881$ rats six- -it'
45.01' ti South Line, NE 1/4,
Section 32-53-41
$064r' 1�
L-2442 fe'
e-rer4.7e'
Ma -Watt
01.&-50Pr7Oe'E
Northeast Carver.
Section 32-53-4!
L=7.15' L=0'r6 itrr'
e t4.1•0' Otte-7 rs'
00"
4-r46'ne'
R-767r. 79'
ma -Nair'
ir'
SV467rr. 700.011
L..
L _ _
I
a
Note.
The bearings shown hereon rerore to on assumed bearing (North 88778'78' Last) along the South MMe
of the Northeast One-Oborter (1/4) of Section 32. Toenshp 53 South, Range 41 East Warm- Oode
Cawtit %rid ..
2. Thar *etch is not coA/ without the si¢motnre and the angina' raised sea' of the attesting nor*
/ir6Rsed srrferor and mapper.
R - Radius
- Delta hij
L - Arc Length
Cf.8 - Chord 8ear4+g
Ch.D. - Chard Distance
SCHWEBKE SH ISKI N
LAND SURVEYORS • E'-..I ,EE•
324C iO PCRATE w*Y, NIRWMAR FLORIDA 33025 JLE(3J5) 6.2-i01G
THIS 15 NOT A *LAND SURVEY."
+ ASSOCIATES
• LAND PLANNERS
BitNMl 954) 435-70IC F1aX:(306) 652-e2e4
ORDER NO• 214269
DATE 10/11/2021
SHEET _ OF _ Sl• •fl5', F B • NA
(LB-87)
7
SKETCH TO ACCOMPANY LEGA . DESCRIPTION
LEGAL Dei 7. Lei
41.1 THATPOFTION O' ILEUNE GARDEN ESTATES ZCAOM 4, ACCCNOING ID tlt PTAT R>ftECI, AS RECORDED 4V RAT BOOK 44 AT
PAGE 23 Of THE P?AAA: at -Ws MIAW-DADS couo rt f1G17DA.: PING WINN NE BOUNDARY G4 RAE ,FC.410M04C DESCRIBED LAAL5
TDY,ETAE77 VON UV-SUODINEED LANDS L *INN *.' 'ME NORTHEAST ONE -WARIER (1/4) CF SECTION 32. TOWSWP 53 SOUTH RANG 41
EAST SAID LAWS S BEDIC MOVE PAR71CULA7I,1 DESCRAED A5 fDLOMS.
C0411EAKf AT T SLA,THa sr .LwhLP Of 71LE NORTHEAST CANE-O'.MRTER (1/4) Of SW SEC1 ' 32. THENCE RLN ALONG THE SOUTH
L"Nt NE v - ONE-O,N47ER (1/4) OF SAO SECTYJI 32, NORTH 86-0,- '8' FOIST FOR A CAS"OINCE OF 649.34 FEE- r" A ,P NI:
Ti, .• _ 4,5" - •;1 17' NEST PJP A DISTANCE OF 45.01 FEET TO A P..••. •M A LAVE 4500 FEET NORTH OF 4 -- - - A1Th
A.; _ - . '. E, 7") SAID SOON LOW1 THE NORTHEAST • 4R7ER (1/4)Oc .SECTION 32 ,w - OF
BEt:::•. ,: • DES: - PARCEL OF LA110 THENCE MA. ALLY; . =c =' T674Lr LWOTFD ACCESS RM - -r - OF
riw 4fat MING 7) ff (3) Cth:•w't`� (7) • W NORM OVYSEST?
J'17' N
59.96 ; _ - .NO17TH 48'58 49' NEST , . e IVA•, _ :'.A 562.53 FEET TO A C PAOW�T AM rot r_ -
ClRC1NAr - - - = : LAST,' (3) THENCE RI.4Y M "' 4Y�7H1IL 1 t OIFG THE ARC OF S41D n vE T + --
RAONYS OF 470.00 -__ - MOLE OF 28.08'25' A CHORD' _ , :'HI OF 228.52 FEET ALONG A CHORD • - .
30 i7'45" NOT F,:. _ - = 23084 REP' TO A POINT 7Ht'.i:t Rtm N H 8658+R 54' EAST F'A Lryi STA .. TO
A PUNT OF C.ARV4 - r'a • :.:AR CURIE CCWCAtf TO TIE NO NIAEST, THENCE RON NORTHEAS7ER1 r AL 1i1 NE ARC L>F SAND
GWCCA.AR cant *; "t LEFT -4 AMG A RAMIS OF 104.00 ELT, A CENTRAL ANGLE OF 87370r, A cfrORO LENGTH O` 144 42 Fg r Ah1:
A CHORD EAfi7NG GI MTh 43W23'EAST, FOP AN ARC DISTANCE Of T59.64 FEET TO A POD4'T Of RE6EPSE CuRvAlla.. THENCE RYA1'
NI 7NEAS1E I Y ALONG RE ARC OF A CIRCULAR amyl- TO SEE R1GHT, RAMC A RAOR)5 CiF 86548 FEET A CENTRAL ANGLE OF
843,16' A CHORD LENGTH OF 116519 FEET AND A CHORD BEARING OF NORTH 412031- EAST FOR AM MC DISTANCE OF 127824 FEET
TO A POINT ON NE AEXrOESOMED NON -TANGENT CIRCULAR DIM MIKA& TO THE NOWTNESF NNENCE RUN NORTlEASTERL Y ALONG
THE ARC OF SA0 CIRCULAR CURVE TO NE LEFT FI4M11C A RA0V/5 OF 42029 FEET, A CENTRAL ANCUE OF 850679", A 01CRD LENGTH
OF 568 47 FEET ANO A CHORD EAP.ING OF NORTH 38'4505" EAST, FOR AN ARC DISTANCE OF 62430 FEET ID A PCXN7 THENCt RLN
NORTH O30.372' NEST FOR A DVS 4'.,r of 37514 FEET TD A P1)AIT Theta RUN NORTH 865854' EAST FOR A AsTAAA1 OF 405.57
FEET TD A PONT: THENCE RAH -- : 152'36' NESTFCV2 A DISTANCE Of 242.22 FEET TO A fLrNT THENCE RLA4 ALONG THE NORTH
!NE CF 7>E NORTHEAST f 4 OF 5. - NORTH 872421' EAST FOR A L STAWCE OF 10002 FEET TO A PONYT ON A
NON -TANGENT CIRCULAR 6E i:`' - - SST THENCE RLN SOUTHER Y ALONG 7H6 ARC OF SAO CIRCULAR CuRit TO THE LEFT,
HA►NC A RAMS CF 146340 F}E' - ._ _ _ ;K 007648' A CHORD LENGTH' OF 715 air AND A CHORD EAR910 OF SOUTH
0144 S3" EAST FCIR AN ARC DHST: • _ :; 7 ' • _ A PQWr CH TANCLFNCY,• ?PENCE RIAI SOWN0132'SY EAST FOP A 015TANCf OF
FEET
T 7D A PONT L1F 0. 4,4 r..E OF A •,' ,.;_�� MAPLE CONCH6f TO PE EAST THENCE RUN SOUTHERLY ALONG TNE ARC OF
.SAC) CRPG'LAR CONE ID THE LEFT, HAIMG A RALNDs CF 2871.79 .FEET, A CENTRAL ANGLE OF 044874" A CHORD' LENON L7F 24277
FEET AND A Dow BEARING OF SOUTH 047704' EAST. FOR AN ARC DISTANCE OF 240.78 FEET TD A PUNT C4= TANGENCY, THENCE RUN
SOfION 05I1'11'EAST FUR A DISTANCE OF 11761 FEET TO A POINT OF CT,WVATUOE OF A CfnIIAR CURIE COHCAL£ TO THE NEST
Pea RLNY SGVTHER1 r AtOYY; THE ARC CF A CIRCULAR C!A?* TO TIE RIGHIT, HANNG A RADIUS OF 2864.79 FEET, A CENTRAL AN!YE
OF 0448Y4' A CHORD IENG7H OF 24012 FEET AND A CHORD EARMG OF SOUTH 0477'04' EAST, FCR AN ARC OrsTANcE OF 240.19
FEET TD A KANT OF TANGEDICt, Asa RUN ALONG A LIE 3500 FEET EST OF AND PARALLEL TA TIE EAST LINE OF 77E NJRNEASr
1/4 CF SAID SECTTN 32. SOUTH 0152.57' EAsr FOP A DISTANCE OF 535.07 FEET Tn A POMT THENCE RVAM SOI17H 87'46'27' BEST FOR
A DISTANCE OF 70000 FEET TO A PONT, THENCE RUM SOUTH 075257' EAST, ALONG R1E HEST R 7'- " BGI r aft OF THE SEABOARD
AIR LINE RAIL ROAD AND TIE EAST LNE OF &OCK 5, 2E:JNNE GARDEN ESTATES SECTION 4' PLAT BOON' 44, PACE 23 OF NE PUBLIC
RECORDS OF AWMW-DADE MINTY, FLORIDA FOR A DISTANCE OF 1064.41 .PET 7D 4 FOAM THENCE RUN 90(1774 880978' NEST FOR A
DISTANCE Cis 8D00 FEET TV A PCINT,• THENCE R6P! S0I1774 0132'Sr EAST cog 4 arsTANCE OF 21300 FEET ID A POINT: THENCE RUN
577U711 880678' Nf5r, ACLM A LAVE 45.00 FET NOPTM C1f THE SOUYM ONE A' TFE NYWpQAS�/TMORE
Cf SAL) S(C77 37, FOP A
DISTANCE 0' 1236,71 FEET TV TIE P NT OF BEC9Wb'A
` COITAOANG Z530,268 SORE f'EET MOE' OR LESS OR 58087 ACRES MORE OR
LESS
NOTE
1. THE LE'ARMWGS WNW H&RECW RELATE TO AN ASSUMED KAM'NG (NORTH 88t 'Y8' EAST) ALONG TIE SOUTH L8.'E OF TH¢
NORTHEAST ONE -QUARTS (1/4) OF SECTION! 32. TDNA'Smo 53 SOWN. RANGE 41 EAST. MAIN-DADE COUNTY, FLORIDA.
2 t45 S)(ET"H IS NOT VAT 7N0''T 77t .4GNA7LRE ANC THQF i'1R1WAL RAIZ() CEA; OF THEE ATTES71,46 FI WDA 1ICENSED
51.1RA 5 ?? AND UA:}"_R.
SCHWEBKE SHISKIN + ASSOCIATES (w-87)
LAND SJRVEYORS • E ,I'UEERS • LAND PLANNERS
324C Cow l:WATT RAY. MIRA►IAR FLORIDA U025 :WE:.XI) 652-701D BRAY/MD(954) 435—T01O F71K:(306) 652-4264
THIS Is NOT A 'LAND S)RVEY.'
°Roo NC• 214264
DATE. '0/11/2021
SHEET _ OF _ SHEET(S) F P • NA
8
COMPOSITE EXHIBIT "B"
DEMISED PROPERTY
Development Parcel:
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
SCALE: 1'=590'
POINT Of teer24 2 E
BEGINNING / . •a, 9'
e072It11t 11747'
warsyst 243 4l(
AttrIi1lii -
251.82
PONT Of
(MafhNftBt aCIT
�GVnN• ' 'r8T 6I/J1•
Northeast 1/4,
Section J2-53-41
st1
0
(-209.06. 6-47'ss'96'
11-190.00' c*L-r97,42'
Aar2ob1 t r67.,45'
monster,
r9.l.ie'
It* r7e, slier
Neel, ; x,r.,/4.
J2-5 -o
A479421T J51.s9 -.
Pan t A "Nv.24.7.'Y "a6a'
Sa75a'sl1
n50.97•
POINT Of
BEGINNING
B•
namlbslr 944.1e'-'
sa65eSIY 3460'�
SCI115956T 242.29•
1 1 is 1 L I- .-i ---, I
r-; _l 1 - k
:�! a--" ,a! - -, 1 ,__ 1_ ,f . II
=i I
.. I t
-- -J --i•1 I:r
a..s»a,' i-4F1O 2 - _ _ _ f LeJeune Carden '
-,t.Ilaao" rxa. 2441 el Estates Section 4 1 1
ota Nrooltrir 7 - , -'- _ , Plot Book 44, _ I t s
I
- ` - - T ry1 page 23 • I I
1
-
I -. -I 1 - - - I - _._J r---J_-_ 1 i - I
i _
7
fg
NarMeast Cana,
Section J2-5,3-41
N
mrsn7b' 4541'
65.00.
Smith Lind N.E. t/4
Section 3 -53-41
Note-
1. The bearings sh01197 hereon relate to an assumed bearing (North 88718"18" East) along the Soe,fh 1+ne
of the Nalheast 017e-12oarter (t/4) of Section 3Z Tou lshp 53 5ovth, Range 41 East UQn.- Dade
Cove Florida.
2. This sketch is not wddd **hoot the signotwe and the original raised sea' of the ottest* g flancto
R - Radius
d- DeltaAngle
L - Arc Length
CAB - Chard Bearing
Chi) - Chord Distance
t-.A SCHWEBKE S H I S K I N+ ASSOCIATES
�r� LAND SURVEYORS • ENGINEERS • LAND PLANNERS
?I"CRATE WY. IIR AR FLORIDA 33025 DADE(305) 652-701C 131OW1RL`(964) 435-7010 MX:005; 652-5264
THIS 1S NOT A. 'LAND SLRvE7."
SHEET _ Cr _ SMEET(5)
ORDER NO- 214269
DATE
FB
9
1C/1 • /2021
ILIA
i
SKETCI { _0 ACCOMPANY LEGAL DESCRIPTION
LEGAL aESCRIP7k.W
A PORTION OF LAN-SUBOVMtikED LANDS LYING WNW THE NORTHEAST OW -QUARTER (f/4) OF SECTION 32 INN 53 SOUTH,
RANGE 41 EAST SAID LAMS BENVG MORE PAR77CLALAFT Y DESCRIBED AS Fat011S.
COMMENCE AT WI SOUTFMEST CG ' _ - NORTHEAST ONE-OWRTFR (7/4) OF SAID SECTION 32. NEENCE .RIAV Aa AMC Tf�E
50(17N LINE Or THE NORTHEAST CA',_- _N 0/4) OF SAID SECTION 32, PANTY 88'08'18' EAST FOR A DISTANCE OIL 649.34
FEET TO A POINT' THENCE RUIN Ak--- ;0'53'17' WEST FOR A DISTANCE OF 45.01 FEET TO A PcATIT ON A ONE 45.00 FEET NORTH
OF AND PARALLEL N!Tk, AS IEASli N_ _T RIGHT ANGES T0', T?IE Sato SOUTH CIE OF 731E NORTHEAST Wet -QUARTER (1/4) OF
SECT1CIV .32.' MINCE RUN ALONG -_ iASTERL'N' CARTED ACCESS ROW-OF-NAT LAE OF N.N: 42ND AIEN EE (1EJELMIE RAID) THE
FOLLONTNG FIVE (5) COURSES, (1)-^=,k.'E PUN NORTH p75J17' WEST FOR A 01STAVP OF 59.96 FEET TO A PONT (2) THENCE
RLW NORTH 46'58 49' NEST FOR A DISTANCE OF 562.53 FEET TO A POT ON THE NUT DESCRIBED CIRCULAR CURVE C0ACAVE 70
77 EE 440797 rEAST. (3) THEWS RUN NOR7hME57ERR Y ALONG THE ARC OF SAL0 CW7VE TO THE RIGHT WIPING A R402US OF 470.00
FELT, A CENTRAL ANGLE Of 4110527 A CNORIO WGT7i OF 3J0.59 PEST ALONG A CHORD BEMIN" OF NORTH 247052" HEST,
FOR A DISTANCE OF 337.81 FEET R7 A PONT OF TANGENCY, (4) THEME RLMN NORTH 0375'06 HEST FOR A INSTANCE OF 62361
FEET TO A PONT; (5) iiIENCE RUN NORTH 07'58'00. N£ST Frye 4 £ TANC,E OF 793.68 F£E7 7O A POINT ON A LINE 50.00 FEET
EAST OF AND PARALLEL NTTH, AS MEASURED AT RLIIT ANGLES TO, 771E NEST LAVE OF THE NORTHEAST ONE-OVf4R7ER (1/4) OF WO
SECTION 32; THENCE RUN ALONG A LINE 50.00 FEET FAST OF AND PARALLEL WIT) A5 MEASURED AT RiGa4T ANGLES TO THE NEST
LAME of THE NORTHEAST ONE -QUARTER (1/4) Of 5A4? SECTION J2, NORTH 01T54'35' NEST FOR A DISTANCE OF 99221 PEET 77
PONT, TWICE RUN NORTH 88-49'47' EAST FAR A DISTANCE OF 257.82 FEET TO A PUNT THENCE RUIN MOTH 7170479" EAST FOR
A DISTANCE OF 285.46 FEET TO A POINT ON THE NORTH UNE OF SAID SECTION 32, MEWS RUN ALONG THE NORTH LAVE OF S410
SECTION 32, NORTH 872471 " EAST FCR A L»STAJICE OF 117 47 FEET TO WE POINT OF BEGIN MU IG OF THE FOLLOWMG DE5Lh7ttU
PARCEL OF LAND; THENCE CCWTAVU.E AILING 77E NORTH L1hEE OF ME SECTIQN 32, MOR7?1 672471"EAST FOR A DISTANCE OF
491,99 FEET TO A PONT 74E7IE1 NAF7ER MOON A5 POINT '4 7145VCE RUNT SOUTH 0255 37' EAST FOR A DISTANCE 07 150. 97 FEET
70 A POAVT' THENCE RUPI SOUTH 72TX7'10" NEST FOR A DISTANCE OF 1164.70 FEET TO A PONT; THENCE RUN NORTH 0770'01"
EAST FOR A DISTANCE OF 167.35 FEET TO A PANT OF CURVATURE OF A CIRCULAR C(4R CONCA►E 70 71E SOUTHEAST; THENCE
RUN NORTHEASTERLY ALONG THE ARC OF SAID LJRatLAR no* 777 771E RIGHT HAVING A RAMIS OF 19000 FEET, A CENTRAL
ANGLE OF 624476", A CHORD LENGTH OF 19782 FEET AND A CHORD REARAIG OF NORTH 3842'14' EAST FOR AN ARC DISTANCE
OF 208106 FEET TO A PLANT THENCE RUN NORTH 7019427" EAST 708 A INSTANCE OF 49291 FEET 70 7FE PANT OF *wow;
CONTA.IWNG 272515 SQUARE FEET .II91iE OR LESS OR 6.256 ACRES YORE 0R LESS
TOGETHER 4177Hc
COMMENCE AT 71E AF0REMENTIONEO POINT 4 ; THENCE RUN ALONG THE NORTH LINE OF SAG SECTION 32, NORTH 87-2421" EAST
FORA DISTANCE OF 95869 FEET 70 NE POINT OF BEGINNING 3" OF THE F0(LOIMA4G DESCRIBED PARCEL 07 LAN&. THENCE
CONTINUE ALONG THE NORTH LIVE OF SAID SECTION 32, NORTH 87'2477" EAST FOR A DISTANCE OF 351.42 FEET 70 A P01111;
WINCE SOUTH 01'5256" EAST FOR A DISTANCE OF 24222 FEET TWICE SOUTH 865854" NEST FOR A 0157ANCE OF 346.60 FEET
7O A PONT,.THENCE M)'77H 0301)36- NEST FOR A DZ7ANCE OF 244.78 FEET TO 711E POINT OF BECATA48 G E' ", CONDONING
84.978 SQUARE FEET MORE CR LESS OR 1.957 ACRES MORE OR LESS
NOTE
1. 'I,= "DARING'S SHOWN HEREON RELATE TO AN ASSU11J0 8 ARMIG (NORTH 9808'18" EAST) ALONG THE SOUTH LINE OF THE
!Y-LUAR7ER (1/4) 07 SECITCN J2 TONNSO P 5J SOUTH RANGE 41 EAST 1041A'-DAB COUNTY, FLORIN.
2 • _ = -..a 15 NOT V *Nag 77 S " 4 t E AND THE ORIGINAL RAISED SEAL OF 771E ATTESTING FLORIDA Ld^EN'S-Fi
St .= MAPPER.
Da SCHWEBKE S H I SKI N + ASSOCIATES
LAND S_RVEYORS • E I .EE-S • L4ND PLANNERS
SZLC ::O+PCRATE WAY. MIRANPR FLORIDA 33025 ::ALE:5X)) •552-7.2IC 131CAW4RD(9y4) 435-TOIC FAX:(3051 652-6284
MIS IS NoT A LAN SURVE".'
ORDER NO• 214269
DATE 1G/11/2021
HEET _ OF _ SHEET(S) F g ' N.4
•
10
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
14724111 11747'
NN04bt Mar
A1116aL/2
2S1.p'
0 an
SCALE; 1'=5OO 1<
PONT OF
BENING
POINT OF
rr�
Southwest Corner.
Northeast 1/4,
Section 32-53-41
Note-
7 The beariPas shown hereon reerfe to on a:sonred bearing !North 815TArl8" East) pease the South Lae
of the Northeast OMe-Ouorter 0/4) of Section 3z Tow** 53 South, Range 47 East :t4ianr-Dbdr
Ca arttx Florida.
2. This wretch is trot wet wl hout the si natrxe art? the Wigickge rT:ted seal of the retesting Florida
r eased s!"keyor ord mows'
L-1276G' a10'.IQ'J6'
reSe.31' C74.0.=120.11J'
Np.r24'71t dlri�t'Z�
etemetrIr
r4L44'
ee71D,1 F4 t
4 P.
L=11I.X.
e=46'30'17•
RR21&52
cxe=MJr re Lu1►
1
Northeast Came;
section 32-33-41
...c_Se6'5d94le '
3647'
Sara1'f17.' II
37514'
L=641.24'
-57152'
LYL11=608J6'
dcdAYrtileNT
-6a..eo' e-65ro667Y
4.-+7Q.74' :MA -deer d'l
'2411-s.sresasly 6
1-177J6' b trJG'tr
V
� • � I
-texrartrte stir
wrote' let ses..16'
91
North LTif,
AAEV4,
Section
32-53-47
Sb2'1537t,
357.115'
1-1ZZ66'4-674476-
cota-ve41Y411
SO720bt'1t ►e7.1r
i-tacos' e-1rer34•
tr-77..132' LKO-r27A1'
cite-SLN'.16'102
i=1.71.1r 104r.10'77"
R 21a.i1' 041.a-172.34'
C7Le. SJB'te ris'E
i-76S.3s' 41-22•534r
11-651.37' Ottl-%1.7V
W.6:-i7.TTht t$
L-hatsr a-151771r
R.47aaa' 040 tLK74' i
swsrser m46'
- t=233M' d=llrars•
- 4b47Cla0' cMD=221t52'
- -i Clxdak17J14511'
_
R-1t8.57" t55t't 134' IA
W
Ch4B-1V77r5#1i
hi It 176. STILE_..
, j�-� � 'r-35.00
- Lst27IZP Ir6CJ714 I' I
11=6115.N' C14Ar1llatr i
011a41170,116 _ i
telwoe Gorden �I'
Estates Section 4
Plat Book 44.
Pope 23
L-199.64' A-97S7br'
R-tOt1 o+.Q-t44.41' I .
iii
Ir. 4
(�Y:rr'F1yt�.r�ifiw��r�'�" �
1 ,j �1 -Saufft L 11 N.E. 4.
4ts.01' Section 32-53-
L
i
R - Radius
d-DeltaAgie
L - Art Length
ChBn - Chord Bearing
ChL. - Chord D(stI0nce
rr.1 w SCHWEBKE S H I S K I N+ ASSOCIATES (LB-87'
LAND SL'RVEYORS • ENGINEERS • LAND PLANNERS
3240 CORpoRATE or. NIR6M9R FLORIDA 13025 DADE(305) 682-7010 a:O lRt(9a4) 435-701C FAx;(305) e52-e21.4
ORDER roO
THIS IS NOT A "INC S'JRvEr."
SHEET
'cTE
s _ .
11
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
LEGAL DEESCR.F'71AV:
ALL THAT PO47TON OF LLCM GARDEN ESTATES S£CTNON 4, ACCQWINHG 7D T"IE PLAT THEREOF: AS RECORDED 1N PLAT
NOON 44 Ar PAGE 21 ON THE PUBLIC RECORDS O IAIAW-DALE COUNTY,, FL LFGA, i rFN6' *MAIN THE BOUNDARY OF RE
FU:-TONING DESCRIBED LANE 5 TOGETHER NFTH UN-SUBDI111ED LANDS LYING NHTHA' THE NORTHEAST WE -QUARTER (1/4) OF
SECTION 32. TOWNSHIP 53 Safrrr. RANGE 41 EAST, SAID LANDS BEING MORE PARTICULARLY DESCRilED AS FOLLOWS
COYAIIENO'E AT TFE SOUTHWEST CORNER OF THE NORTHEAST ONE-01.44ATER (1/4) OF Sod? SECTION 32, THENCE RUN ALONG
THE SOUTH LANYE Of THE NORTHEAST O4tE-' TER (7/4) OF SAID SECTION 32, NORTH 88.08'78' EAST fCW A O!SrANCE OF
64.934 FEET ID A POINT THENCE PUN NJR7!.'' 00'53'77' WEST FOR A C+'S7ANCE OF 4501 FEET TO A PONT ON A LINE
45.0.0 FEET NORTH OF NIG PAR .LEI 3TH, AS LEASURED AT RIGHT ARGUES TO, THE SAD SOUTH LIE OF THE NORTHEAST
ONE-AG4RTER (7/4) OF .SECTION 32; THFJ4 E RUN ALONG 7HI< EASTFITLY LN87EO ACCESS RIGHT -OF -Or LINE OK N W' 42N0
AvEN4UE (LE..ELINE R040) THE FOLL0IW SU( (6) COURSES; (1) THENCE RUIN NORTH 0053'17" NEST FOR A LNSTACE OF
59 96 FEET TO A POINT, (2) THENCE RIM' NO ( 4858'49' NgST FOR A DISTANCE OF 562 53 .FEET T%j A POANT ON THE
NETT DEsciatu CIRCULAR CLARtff CONCAVE TV THE NORTHEAST; (3) THdpVLE RUN MORTUN137FRL Y ALONG THE AT OF S4A0
CURIE 76 THE RIGHT, 7i4VING A RADIUS OF 470.00 FEET A CENTRAL MOLE OF 28.08'25', A CHORD LENGTH! OF 228.52
FEET NOW A CHORD LEAKING OF NORTH 3731'45" 0E5T, FOR A DISTANCE OF 230.84 FEET TD A POINT ON A CYRCI
CURrE CYMT:Avf TO THE EAST AND THE POINT OF LEGIONG OF THE FOLLC14WG LESCR7t%0 PARCEL OF LAND; (4) T- .
CONTINUE ALONG S4O CiRif TO THE RIGHT, h14VING A RAA4.1S ON 470.00 FEET A CENTRAL ANGLE OF 1302'271 A (.e-
LENGTH OF 106.74 FEET ALONG A CHORD 8&4ROVG OF NORTH 095620" *sr, FOR A 015TANCE OF 106.97 FEET 7C' .=
POINT OF 771NQpVT;Y.• (5) TWICE RUN NORTH 0375'06" MfST FOR A DISTANCE OF 623.61 FEET TO A POINT; (6,
ROI NORTH 0755D0 WEST FOR A DISTANCE OF 193.68 FEET TO A POINT ON A LNNE 50.00 FEET EAST OF AVE - -
1.7714, AS MEASURE AT RIGHT ANOLES TO, THE NEST LINE OF THE NORTHEAST 07E- QUARTER (7/4) OF SNO SE
THENCE RLAV ALONG A LMVE 50.00 FEET EAST Of AND PA1L4(LFL WITH AS MEAS(4TD A7 RENT A4S TO THE 6: -
OF THE NORTHEAST ONE -QUARTER (1//4) OF SAID SECTION 32, NORTH 0054 35" WEST FOR A DISTANCE OF 992.21 -
A PCMNT: THENCE RUN NORTH 88'49 47 EAST FOR A INSTANCE OF 251.82 FEET TO A PANT %N E RI#I NORTH
EAST FOR A 0IS14AVE CIF 28545 FEET IV A PONT ON THE NORTH LAVE OF 5457 SECTION 32.• PENCE RUN ALONG 7._
NORTH LINE OF 5481 SECTION 32, NORTH 872421' EAST FOR A DISTANCE OF 117.47 FEET 7D THE POINT; THENC
SOUTH 70D427" NEST FOR A DISTANCE OF 49297 FEET TV A PAWr OF CURVATURE OF A CIRCULAR CURIE C077CAr_ -
THE SOUTHEAST THENCE Fit S(XITHWE57ERLY ALONG THE ARC OF SAT) CIRCULAR CUR - TO 1F,E LEFT HALING A P.
Of 19000 FEET A CENTRAL ANGIE AF 614426 : A CHORG LENGTH OF 19782 FEET MO A CHORD BEARING OF S0
38'42'74' NEST FOR AN ARC DISTANCE OF 208.06 FEET TO A PCIWT 7;4FJ E RUN SOUTH 0720Vt' NEST FOR A U'S'= .
OF 167.35 FEET IQ A POW. T)ENCE RIM' NORTH 7700'10" EAST FOR A A'STANCE OF 1164.70 FEET TO A PONT P-
RUN SOUTH 0255 37' LAST FOR A DISTANCE AF 35795 Fes, TO A POINT TFEWCF RUIN HORN 87V3`24' EAST FOR
DISTANCE OF 4.09 FEET TO A POINT CA A NON -TANGENT ENT CIRCULAR C1/Rif Ct WCAIE TO TH,E NORTHEAST; THENCEP;
SOUTHERLY AL 0. G THE ARC OF SAID CIRCULAR CURL£ TD THE (EFT, NAAVG A RADIUS OF 573.52 FEET, A CENTRAL
AF 12'4734 . A CHORD LENSTHN OF 12779 FEET AND A CHORD 8EAWNG OF 50U7HF 0819'10' EAST FOR AN ARC CNS'-'.
OF 128.05 FEET iD A PORT OF CINPOU O CURVATURE. THENCE RUN SOUTHEASTERLY ALONG THE ARC OF A C1RCY.LA'
CLARIE TO THE LEFT, MA DWG A RADIUS OF 278 52 FEET A CENTRAL Angaf CIF 4630'17.
�..1 w SCHWEBKE SHISKIN + ASSOCIATES
�JA LAND SURVEYORS • ENGINEERS • LAND PLANNERS
32 C COBiCU.TE M'AY• MIR►MAR FLORID SYJ25 ,".4DE(305) 652-701C ERDWARL}7954) 43S-7010 Frx.(305; 6`e2-6254
ORDER NO • 214269
THIS IS NOT A 1A740 SJRVEY..
COTE* 10/11/2021
SHEET _ OF _ SHEET(5) F G • NA
s-e •
12
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
A C?+C1Re1 LENGTH OF 11254 TAAD A (NORD L FARING OF SOUTH J8'1g05" EAST FAR AN ARC DISTANCE OF 11736 FEET
TV' A POINT OF COMPOUND CURVATURE; THENCE RUN EASTERLY ALONG THE ARC Cis A CIRCULAR CURrf TO ME LEFT,
HA 4NG A RAMIS OF 65852 FEET, A CEN7RAU AMA OF 2255'46: A CTHORD LE'NG7H OF 26118 FEET AND A CHORD
BEARING OF SOY17H 7301 L16" EAST, FAR AN ARC DISTANCE OF 263.54 FEET 70 A Pow- ' COAM(J) CURVATURE TFENCf
RUN EASTERLY ALONG TILE ARC Or A 0WClAAR CURIE TO THE LEFT, HA ANC A RAOAIS Or 27852 FEET A CENTRAL ANGLE
. 4630'11' A CHORD LENGTH OF 172.54 FEET AMC A CHORD ULARRLG OF NORTH 7275'52- EAST, MR AN ARC 0CSTANCE
OF 17736 FEET TO A PONT OF COMPOUND CURVATURE' ThENCE RUN NORTHERLY ALONG THE ARC DF A CTRC0LAR CCURLE TO
THE 1EFT,ANN0 A RAMIS OF 57352 FEET A CENTRAL ANGLE OF 64VJ41', A CHORD LENGTH Of 60106 FEET AND A
CHORD DEAR 1C OF NORM 165854' EAST, FOR AN ARC INSTANCE OF 641.24 FEET TO A POINT OF COMPOUND CURVATURE;
THEN RUN NCIR7HNE57ER.LY ALONG ME ARC OF A CAROJIAR CUR* 70 77E LEFT. NAAWG A RADIUS OF 218.52 FEET A
aNTRAL AN OF 46'3O'17; A CFIORD LENGTH OF 172.54 FEET AND A CHCRO DIEARING OF NORTH 3818'05' NEST FOR AN
ARC DISTANCE OF 17736 FEET 70 A PONT OF COMPOUND CURVATURE, THENCE KM NCRTHNESTERL Y ALONG 71,E ARC OF A
CIRCULAR CURVE TO ThhF LEFT MI NG A RADIUS OF 658.52 FEET, A CENTRAL ANGLE OF 101035' A CHORD 1ENG7H Of
120.63 FEET AND A CH0fID BEARING OF NORTH 66 48'32' NEST FOR AN ARC &'STANCE OF 12080 FEET TO A P0,W T THENCE
RUN NORTH 7174)9" NEST FORA DISTANCE OF 146.44 FEET TO A POINT, THENCE RUN ALONG THE NORTH L4VE OF 541D
SECTION 32 NORTH 877471" EAST FOR A DISTANCE G% 56628 FELT Tp A Par NENCE RCNV SOU7Fl 0J17105' EAST FAR
A DISTANCE OF 244.78 FEET TO A PONT,' THENCE RLAV SOUTH 865854' NEST FORA DISTANCE OF 58.97 FEET TO A PC1W7;•
?HENCE RUN SOY17H 03'03'12" EAST FAR A DISTANCE OF 37524 FEET TO A Paw- OH A NON -TANGENT CIRCULAR CURIE
CONGA* TO 71E NORTHNEST,• THENCE RUN SOCI7HNESTERLY ALO'IG 7FEF ARC OF A CIRCULAR CURIE TO ME RrGYT, 401AVG
A RADIUS OF 420.29 FEET, A CENTRAL ANGLE OF 85176.29", A CHORD LEWCT? OF 568.47 FEET AND A CHORD L EAIRXM OF
SOUTH 3845 05' NEST FOR AN ARC DISTANCE C) 524 JO FEET 70 A POINT ON THE I1XT a -SCRIBED N(W-TANGENT
CIRCULAR CURVE CCWCAtE TO THE SOU7hEAS7 THENCE RUN SOUTHWESTERLY ALONG THE ARC OF A ORCULAR CL47r€ TG
71:E LEFTHA 14NG A RADIUS OF 865.48 FEET. A CENTRAL ANO,LE Of 84'3776., A CHORD LENGTH CSF 176519 FEET AND A
CHORD DEARING OF SOUTH 417031' HEST FOR AN ARC DISTANCE OF 127824 FEET TV A PONTRE1ERSE CLXRVA7URE;-
7Y NC,E RUN SCW7HNES7ELY ALCM 77* ARC OF SAID CLRCYULAR CURIE TO THE R1CN'T HAVING A RADIUS OF 104.00 FEET A
CENTRAL ANGLE OF 8737'O1' A CHORD LENGTH OF 144,42 ,FEET AND A OIORD 8 4RING O` SOUTH 4;J7J023' NEST, FOR AN
ARC DISTA'I E OF 159.64 FEET 70 A PONT. THENCE RUN SO07H 865854' NEST FOR A DISTANCE OF 739.49 FEET 7O 7HdE
POINT OF 8EONNIVf CCWTARMIC 22420$9 SOCJARE FEET MORE W 7Fs5 OR 51.471 ACES MORE OR LESS
NOTE
1. WE 9EARRNG5 SNOW *REON RELATE TO AN ASSUMED SEAREIIG (NORTH 887018' EAST) ALONG THE SOL'TH L? OF THE
NORTHEAST C*IE-00AR7ER (1 4) OF SECTION 32 T0NlM.9MM° 53 SO417?C RANG 41 EAST, MIA -DOE COUNTY, FLORIDA.
2. THTS SYETCN 75 NOT vat?Hair 71Q SIGNATURE AND NE OR1G11WAL RAISED SEAL OF THE ATTES7XPK' F., i ?i4 1!r'ENSED
SI.F4EYOR AND YAPPER.
�A SCHWEBKE SHISKIN + ASSOCIATES
LANE: 'VEYORS • ENGINEERS • LAND PLANNERS
(L9-97)
324C CORPORATE MAY, NIRA/IAR nnfilDA 33025 :ALE'305) 9i0MUR.,934) 436-7010 FU:(30) 652-821.4
THIS IS NOT A LAND SJR%'E•.'
ORDER NC• 214249
Cp1 • 10/11/2021
SHEET _ OF _ SHEET(S) F g • NA
13
Stadium Parcel:
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
CAIE: 1'=f;CO'
POINT OF REGROW
—r—^- ' ear 4a
r\N o w,Jf Mn 4e"
Sdo - i Woe :wet
NOT357rw/ =Sr
11 sorar7sw 4.14
L= r216o5' ee=1r4r34' P=57152' 04.12 r17.79'11
POINT OF.
COMMENCEMENT—
Scuthwest Comer,
Northeast 1/4,
Sect* 32-53-41
Note-
1. The Demargs solar .hereon relate 10 an assuoNed baring (North 880(18" East) dung the South one
of the Northeast Ohs-C4rarter (1/4) of Section 32. To 53 South, Range 41 East iikrrni-Oaoe
Cronty; F.tweda. 2. This sketch .1 not? A26 0 wttholut the tram( and the origi,ar roiled seat of the attesting Ran*
Rcensed surveyor and mapper
A SCHWEBKE S H !SKIN + ASSOCIATES (LB-87)
LAND SURVEYORS • ENGINEERS • LAND PLANNERS
3240 CORPCfIATE we. mimeo FLORIM 33025 DNOE(305) 652-7010 1310MV40(654) 455-7010 FAX:(305) 652-6204
L=177.0 .=4,307'
R=21852. L11.0.=1 T2.54'
pL8="0,1105111
L=261.54' c=2755 49'
R=658.52' OLO.=267.78•
a(L 41J'1l TArtr
4.4 'An S,IGO - — —- --- -
L-►20e0"
R-6565(
MO -la 4r
Che-s66'4e27E
;__'
iI 46 !
,r -- I J g
t-777_1r e-M'J0'rr
le4ret57' GW.-ric_se
dcasrolrszw
r
It ,
it
hhr24.772.u2.40'
I 7
470i tvm NE 1/4.
Section 32-53-41 Northeast Comer,
Section 32-53-41
57174'19 E N6 44'
L=177. t6'
d=e6'J077'
R_2re5d
CND=r7254' t
cxa=sirlens7
a500'
\rf
a-a+r�a'n-ssn-'�r'
�i+n
1-41oe a'I y
CHB �w
11 `N w
35 DO.
-- -4
SS
- L-.idol• 4-errotr t' L..l une Gordon
R-47D00" 01.0.-330-5r Estates Section 4 1
ati-ourcoririv I Gnat Boo4 4!
i' ..J-.---T— A.... 2f
L
foos:int ,Sass'
VX5J1711' 401' }Z South Line, NE. 1/4
Section 3?-53-41
R - Rodilrs
- Nita Angie
L - Arc Length
Ch8 - Chord Rooting
Ch D - Chord Distance
Nelsae'Iet649J4'
THIS IS NOT A 'LAND SURVEY.'
ORDER NO.: 214200
DATE: 10/11/2021
S1f T _ OF _ SHEET,S) F B `
it 2
14
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
LEGAL DESCRIPTION;
A PORTION OF LAW-51.4941L95 LANDS L ANGG WINN TIE HORT:F AST ONE-2,ARIER (1/4) OF SE:7X 32. TiWNtS+'r
R•ANC: 41 EAST, SAID LANDS BEAVG MORE PARTTCLYARL r 0ESCRAED AS FOLLOWS:
COMMENCE AT THE SOUTHWEST CORNER OF THE NORTHEAST ONE-00ARTER (1/4) OF S40? SECTION 32;; Ve10E ROW' ALO1C THEE
SOUTH UNE OF THE NORTHEAST ONE -QUARTER (1/4) OF %V SECTOR .72, NORTH 88'08'18' LAST FOR A 05TANCE Of 649,34
FEET TV A POUT; THENCE RUN NORTH 00'53'1 /" *EST FOR A DISTANCE OF 45 0! FEET TO A POINT ON A LATE 45.00 FEET ACPTr
OF AND PARALLEL MPTh, AS IAASUREC A- PK.,r1 A.% ;'ES TO. THE SAD SOON LN4E OF THE NORTHEAST ONE-GY.ARTER (f/4) a=
SECTA7N 3Z' ThEN¢L RUN ALONG TH1 =NLY = 1 ACCESS R71;K-OF-WAY LAVE OF NW 424D AVENUE (LEJEU E ROOD)
FOLLOWING FIVE (5) COURSES, (r) The _ RUN NORTH 0013'17' WEST FOR A DISTANCE OF 59.96 FEET TO A POINT (2)
RUN NORTH 48 58 49 WEST FOR A L, _ . _ OF 562.53 FELT 712 A PIGIWT ON Tom' NE%T UE5CR>IhLFD CIRCULAR GAM 1Y., -
THE NORTHEAST,' (3) ?HENCE -.'_ TERLY ALONG ThE ARC AF 544C CURIE TV )7E RIGHT. ,HaNhG A RCVS OF 476.06
FEET A CENTRAL ANGLE OF 41'10 52' = -+7RD LEIWCT? OF 330.59 FEET ALCJIG A CHORD BEARNYC OF NORTH 24'0012' WEST
fOR A DPSTAN(,E OF 131.8T FEET TD A I'GtW? OF TANGENCY; (4) THENCE RUN NORTH O3'25 06" NEST FOR A DISTAM'E OF 623.6!
FEET TO A POpOT (5) 7 #ENO£ ROM' NORTH 07'58'00' NEST FOR A DISTANCE OF 193.68 FEET TO A POIAIT ON A LAZE 5000 FEET
EAST CIF AM) PARALLEL WITH, A5 MEASURED AT RIGHT ANGLO TO, THE 13E3T LAVE OF THE NI7RTPt4ST 0Jr_-'; .AMR (1/4) Of' Su)
SECTION 32; THENCE RM' ALONG A UNE 50.00 FEET EAST OF AND PARALLEL WITH AS MEASURED AT Tt1E *sr
UNE OF THE MJRTNEAST c-WAR7ER (1/4) OF SA0 SECTION 32, NORTH OYP54 f5" WEST FOR A &STAr:: _ ':f 992.21 FEET TO A
PONT THENCE RUN NORTH 8849'41" EAST FAR A DISTANCE OF 257.82 FEET Tt7 A PAT THENCE R I t. + 70'0429" EAST FOR
A DISTANCE OF 285.46 FEET TD A POINT ON THE NORTH LINE OF SAID SECTION 32' THENCE RUN PLY,- -_ NORTH UNE OF SAC
SECTION 32 AO77H 872471. EAST FOR A DISTANCE OF 609.46 FELT TO THE PONT OF 8EVAIVA1G . .,:a74IVG DESCA ED
PARCEL OF LAM?, THENCE C MTNUE ALCMC THE NORTH UNE OF SAID SECTl0A 32, NORTH 8T2421' _- :OR A DISTANCE OF
392.40 FEET TO A PANT. THENCE RUN SOUTH 712479" EAST FCW A C4STANCE OF 146.44 FEET TO A , xNT ON A NON -TANGENT
CIRCULAR CZAR►f COACAlf TO THE SOUTNNESTTITENCE RUN SOUTHEASTERLY ALONG THE ARC Cr SAC (...YR"OAR CURIt TV NE
RICHfT HANNG A RADIUS OF 65852 FEET A LOE 17? AL ANGLE CF 103038' A C#AC1RD LENGTH CIF 120.63 FEET AM) A CHARD
BEAMING OF SOUTH 6648'32' EAST. FOR AN ARC DISTANCE OF T20.80 FEET TO A PUNT OF COMPOUND CNRvARJRE: PIERCE RUN
SOUTHEASTERLY ALONG TIE ARC OF A CIRCULAR CUM. TV TIE RXQVT, HA N7G A RADIUS OF 21852 FEET; A CENTRAL ANGLE OF
463077' A CHYYd) LENGTH OF 172.54 FEET AND A CHORD BEARAMG OF SOUTH 3878i25' EAST FOR AN ARC DISTANCE OF 17736
FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN SOUTHERLY ALONG THE ARC Cf A CIRCULAR CURIE TO THE RT i7;
HAI4NG A RAMS CF 57352 FEET A CENTP4: 4 . E Of 6417341", A CHORD LENGTH OF 608.36 FEET AND A C1FARD BEARING OF
SOUTH 165834" NEST, FOR AN ARC OVA'. = - 74 FEET TO A PONT OF CCIMPO ND CURVATURE; THENCE RUN NESTERL Y
ALCFIC 714E ARC OF A ORGAN? CURE It HAANG A RAMS OF 21852 FEET, A CENTRAL ANGLE CIF 463077" A
NO182 LENGTH OF 17254 FEET AN0 A Oro OF SOUTH 7275^52' NEST, FOR AN ARC DISTANCE OF 177.36 FEET TO A
POINT OF COIMOL.01D CURVATURE. ?FENCE • .rZ t T_RL Y ALONG 7HE ARC OF A CIRCULAR CTARYf TO THE RIGHT, MA I4N'G A RADIUS
OF 65852 FEET A CENTRAL ANGLE OF 22 A CHAR? LENGTH OF 261.78 FEET ARID A ChM BEARING OF NORTH 73171'06'
NEST, FOR AN ARC DISTANCE OF 26154 FEZ- TQ A PONT OF COAFPO W0 CNRVATIARE; THENCE RUN NORTHNESTERL Y ALONG THE
ARC OF A CIRCULAR CURIE TV THE Rail HANNG A RADIUS CR 21852 FEET; A CENTRAL ANGLE CF 4630'17' A CHORD LEMON
Of 17254 FEET AND A CHORD BEARING OF NORTH 3878'05" MES7 FOR AN ARC O/STANCE CF 1773F. -ELT TO A POWT OF
COWAAN° CARVATURE, 7?f) RUN NORTHERLY ALONG THE ARC OF A CIRCULAR CARTE TO THE P. -- •'AI4NG A RADIUS CF
573.52 FEET A CENTRAL ANGLE OF 12'4T34' A CHORD LENGTH OF 12779 FEET AND A CHORD .4RTH 083970" NEST
FOR AN ARC OiSTANCE OF 12805 FEET TO A POINT THENCE RUN SOUTH 87V324' *EST FOR - _ • 409 FEET TV A
POINT, THENCE Rt1N NORTH 025537" NEST FORA &STANCE OF 508.92 FEET TV THE PONT 9, L?.CA'NAY_;; CONTAINING 547.554
SQUARE FEET MORE OR lEcc OR 12570 A0'ES MORE AR LESS
NOTE
1. THE BEARINGS SHOO HEREON RELATE T77 AN ASSUA ED BEARING (NORTH 88' 8'18" EAST, ALONG THE SOUTH LINE OF THE
NORTHEAST W - 4R7ER (1/4) OF SECTION 32 TOMNSNIP 53 SOMA, RANGE 41 EAST, NNAAI-DADS CONTY,, FLORIDA.
2 TFRS SKETCH IS NOT VALID MINOR THE SIC2.'A7URE AND NE ORIGINAL RAISE?? SEAL OF TIE ATTESTING FIONDA LICENSED
9 RIEYOIR AN; MAPPf?
SCHWEBKE S H I SKI N + ASSOCIATES (Le-87)
LAND SL'RVEYD EN ,INEER:=, • LAND 'PLANNERS
324C G01IPOR ITE *AY. MURMUR FLORIDA 33025 2'CE{305) 652-70I C Ei WARP(964) 435-7010 FAK,(3015) 552-5254
THIS IS NOT A 'LAt4C SJRvE`'.'
ORDER ND • 214269
DATE. 1C/11/2021
SHEET _ OF _ SHEET(S) F Ex • NJ.
15
EXHIBIT G
ENTRANCE ROAD
SKETCH TO ACCOMPANY LEGAL DESCRIPTION
INGRESS - EGRESS AND UTILITY EASEMEN
- North tine, NE 1/4,
Section 32-53-41
INGRESS - EGF1ESS AND
UTILITY EASEMENT
5Ef, tIIETAa (5tE7 2)
• r.y1 Srgi
sr 'VI
1 - ttI
I r,�
a_ `I,PONT Of
1 '! ',BEGINNING I I
I 1 1 1
.l
CC14.t.
yI
POINT OF
CINNENCEMENT
Southwest Corner,
Northeast 1/t, - 45.01'
Section 32-53-4t
Note:
I. The bearings sham hereon relate to an owned beminq (Mort* 8011't8" Easf) along the South lime
of the Northeast One-Obarf r (1/4) of Section 3Z Tolalshja 53 South, Range 41 East, Miami -Dods
Count% Ronda
2. This sketch is not wh'd without Me signotwe and the original raised sea' of Me ofteshng f)arida
licensed suneyar and marocr
Le.Mlme Gordy
v. Estates Section 4 I
n Plot Baal 44,
a Pope 23 L t
t 05' I 6
0818 649.34
South Lin& N.E. 1/4,
Section 32-53-41
65
Northeast Cams.
ri.Seat,, 32-53=41
R - Radius
- Data Angie
- Arc length
Ch.8 - Chord 8eoring
^h.D - Diane tllsfance
SS
A SCHWEBKE S H I SKIN + ASSOCIATES (LB-87)
LAND S..RVEYORS • ENGINEERS • LAN) PLANNERS
3240 CORPCRATE WO, 4IRAWR_ np RIGA 33025 7+DE{3Os) 652-7010 BRONVRO:{954) 435-7010 F7$;(305) 552-5284
THIS IS NOT A 'LAND SJRVEY."
SHEET Or 4 SHEET(5)
OROER NO.214269-8
DATE: 10/12/2021
FS. N.A.
e4.4.46r✓f.7vG
1
DEVELOPMENT CONCEPT & STADIUM DEVELOPMENT CONCEPT
MASTERPLAN
ARQUITECTONICA MASTERPLAN
9063711112T NS 372 1175 F
Pq 1.16ANIM PURPOSES CRC Rik DEALCROENI DESIM Wu. BE ACCORDANCE NTH /OKOG4 SITE RANAPPROJALISI A4 DEWS MDAATED M THESE OWAWMGS ARE PROPERTY CP AROJAECTONIA MTERNATICNM CORP NO CORES TRANSA&SSANS
181,10041104a6fLig1C EUTAPLLAKAOf AM PpRON OP •NESE DRA,NNGS M NE MOLE OR M PART ARE !OBE MADE MrtHOUT THE EXPRESS OR VAtlTTERAUTHDRIZAToON Oi AROLMC10NICA NTERRATIONAL CORP DESG MTENT SHOWN IS SLRJECT TO
insemoAPBBpRcsALLAPIEICAYE:DCALANOGCRONICNTA: ALrOORIES,U'A,G ARBSOICTICN Alt COPYRGiTS RESERVED C 2O2 ALL Of SITE BmROVEYENTS DERCTED,N THE M41GES ARE SUBJECT TO OBTAMMG NECESSARY PROPERTY RIGHTS
NOCONINIEWIMIDIMAAB TIIIGMOOPPROVAL PROP*O CONSTRUCTON. ANO M ACCORDANCE PAN TNEiRAPRICABLE REGULATIONS
A-14
LEASED
T6-8
-8207 ACRES
! FILSF)
CI
-12.570 ACRES
LEASED
CS
-51471 ACRES
cv
►,, NEW PUBLIC
PARK Cs
sux }
-58.087 ACRES
AROUITECTONICA
Sit ,)Pik A16Mi tlRlk 0. U11S
11177.3T: T 18517v7S F
KEY PLAN
t, AFC ,*
!"
404
u 4L4
SCALE !40G•J
[...SYRAYNIEmmOsE6s.•rPwneAL EMI DESIGN SNAL, BE MArrnM3m,o•TMernesSTEKMAPPR A S AL. DEMONS IauTEOMMFSEINNINGS ARE PROPERTY GEuRaiTECTauMTEwATI A COPP POGc1STRANSMISSIONS
NONA+E NAK AlmACNk3IAL. W.UI.F:SA. MC XNEANMENYA.AC6ORTRES SAMG gbh 1COPVAtGMS R0.01 TO BE ESEWEDCC 21 ALLL FSTE IMPROVEMENTS DEPICTED TNOf NEE IMAGES E JSJTECTONCA JEECT TO CONNING TKNN. CORP NECSrWIY PROPERTY RUTS10 A45
uC 2E. cENNYEV AGENCY ES PEON "'AAi Mt PPWN& PRYOR'0 CONS'RUC'N APO M ACCORDANCE NTH OCR APP:ICA&E REGULATIONS
Appendix A to Part 26 - Guidance Concerning Good Faith Efforts
L When, as a recipient, you establish a contract goal on a DOT -assisted contract for procuring
constructionequipment, services, or any other purpose, a bidder must, in order to be responsible
and/or responsive, make sufficient good faith efforts 10 meet the goal The bidder can meet this
requirement in either of two ways. First, the bidder can meet the goal, documenting
commitments for participation by DBE firms sufficient for this purpose Second, even if it doesn't
meet the goal, the bidder can document adequate good faith efforts. This means that the bidder
must show that it took al necessary and reasonable steps to achieve a DBE goal or other
requirement of this part which, by their scope, intensity, and appropriateness to the objective,
could reasonably be expected to obtain sufficient DBE participation, even if they were not fully
successful
P. In any situation in which you have established a contract goal, Part 26 requires you to use the
good faith efforts mechanism of this part. As a recipient, you have the responsibility to make a
fart and reasonable judgment whether a bidder that did not meet the goal made adequate good
faith efforts It is important for you to consider the quality, quantity, and intensity Of the different
kinds Of efforts that the bidder has made, based on the regulations and the guidance in this
Appendix
The efforts employed by the bidder should be those that one could reasonably expect a bidder to
take if the bidder were activey and aggressively trying to obtain DBE participation sufficient to
meet the DBE contract goal Mere pro forma efforts are not good faith efforts to meet the DBE
contract requirements. We emphasize, however, that your determination concerning the
sufficiency of the firm's good faith efforts is a judgment call Determinations should not be made
using quantitative formulas
1B The Department also strongly cautions you against requiring that a bidder meet a contract goal
(re., obtain a specified amount of DBE participation) in order to be awarded a contract, even
though the bidder makes an adequate good faith efforts showing This rule specifically prohibits
you from ignoring bona fide good faith efforts
N. The following is a list Of types Of actions which you should consider as part of the bidder'S good
faith efforts t0 obtain DBE participation. 1t is not intended to be a mandatory checklist, nor is it
intended to be exclusive 0r exhaustive Other factors or types of efforts may be relevant in
appropriate cases
(1) Conducing market research to identity small business contractors and suppliers and
soliciting through all reasonable and available means the interest of as certified DBEs
that have the capability to perform the work 0f the contract This may include
attendance at pre -bid and business matchmaking meetings and events, advertising
and, or written notices, posting of Notices of Sources Sought and/or Requests for
Proposals, written notices or emairs to ali DBEs listed in the State's directory of
transportation firms that specialize in the areas of work desired (as noted in the DBE
directory) and which are located in the area Or surrounding areas of the project
(2) The bidder should solicit this interest as early in the acquisition process as practicable
to allow the DBEs to respond to the solicitation and submit a limey offer for the
subcontract. The bidder should determine with certainty if the DBEs are interested by
taking appropriate steps to follow up initial solicitations.
8 Selecting portions 01 the work to be performed by DBEs in order to increase the likelihood
that the DBE goals wit be achieved. This includes, where appropriate, breaking out contract
work items into economically feasible units (for example, smaller tasks or quantities) to
facilitate DBE participation. even when the prime contractor might otherwise prefer to
perform these work items with its own forces This may include, where possible,
establishing flexible timeframes for performance and delivery schedules 'n a manner that
encourages and facilitates DBE participation
C Providing interested DBEs wrtn adequate information aboutthe plans. specrfications, and
requirements Of the contract in a timely manner to assist them in responding 10 a
folicrlation wrtn their offer for the subcontract
C.
(1) Negotiating in good fartn with interested DBEs It is the bidders responsibility to make a
portion of the work avarableto DBE subcontractors and suppliers and to select those
portions of the work or material needs consistent wrtn the available DBE subcontractors
and suppliers, so as to facrlrtate DBE partiepat:on Evidence of such negotiation
Includes me names. addresses, and telephone numbers of DBEs that were considered.
a description of the information provided regarding the plans and specifications for the
work seecte0 for subcontracting, and evidence as t0 why addrVonal Agreements Could
not De reached for DBEs to perform the work
(2) A bidder using good business judgment would consider a number of factors in
negotiating with subcontractors. including DBE subcontractors, and would take a firms
price and capabilities as wet as contract goals into consideration However, the fad
that there may De some additional costs involved in finding and using DBEs 's not in
itself sufficient reason for a bidders failure to meet the contract DBE goal, as long as
such costs are reasonable AISo. the ability or desire Of a prime contractor to perform
the work of a contract with its Own organization does not relieve the bidder of the
responsibility to make good faith efforts. Prime contractors are not, however, required
to accept higher quotes from DBEs if the price difference is excessive or unreasonable
E.
(1) Not rejecting DBEs as being unqualified without sound reasons based on a thorough
investigation of their capabilities. The contractors standing within cis industry.
membership in specific groups, organizations, or associations and political or social
affiliations (for example union vs. non -union status) are not legitimate causes for the
rejection or ran -solicitation 01 bids in the contractor's efforts to meet the project goa',
Another practice considered an insufficient good faith effort is the rejection of the DBE
because its quotation for the work was not the lowest received. However, nothing in this
Paragraph shall be construed to require the bidder or {rime contractor to accept
unreasonable quotes in order to satisfy contract goals
(2) A prime contractor's inability to find a replacement DBE at the original price is not alone
sufficient to support a finding that good faith efforts have been made to replace the
original DBE. The fact that the contractor has the ability andror desire t0 perform the
contract work with its own forces does not relieve the contractor of the obligation to
make good faith efforts to find a replacement DBE, and it is not a sound basis for
rejecting a prospective replacement DBEs reasonable quote
F. Making efforts to assist interested DBEs in obtaining bonding, ones of credit, or insurance as
required by the recipient or contractor.
G. Making efforts to assist interested DBEs in obtaining necessary equipment. supplies,
materials, or related assistance or services.
H. Effectwely using the services of available minority/women community organizations,
minority/women contractors groups. local, State, and Federal minority/women business
assistance offices, and other organizations as allowed on a case -by -case basis t0 provide
assistance in the recruitment and placement of DBEs
V In determining whether a bidder has made good faith efforts. It is essential to scrutinize its
documented efforts At a minimum, you must review the performance of other bidders in
meeting the contract goal For example, when the apparent successful bidder fails to meet the
contract goal. but others meet it, you may reasonably raise the question of whether with
additional efforts, the apparent successful bidder could have met the goal If the apparent
successful bidder fails to meet the goal, but meets or exceeds the average DBE participation
obtained by other bidders, you may view this, in conjunction with other factors, as evidence Of the
apparent successful bidder having made good faith efforts As provided in § 26 53(b)(2)((vi), you
must also require the contractor to submit copies of each DBE and non -DBE subcontractor quote
submitted to the bidder when a non -DBE subcontractor was selected over a DBE for work on the
contract to review whether DBE prices were substantially higher, and contact the DBEs listed on
a contractor's solicitation to inquire as to whether they were contacted by the prime Pro forma
mailings to DBEs requesting bids are not alone sufficient to satisfy good faith efforts under the
rue
VI. A promise to use DBEs after contract award is not considered to be responsive to the contract
solicitation or to constitute good faith efforts
179 FR 59600, Oct 2 2014)
2
Major League Soccer
420 Fifth Avenue, 7th FI.
New York, NY 10018
MLSsoccer.com
212.450.1200
January 23, 2023
Victoria Mendez, Esq.
City Attorney
City of Miami, Florida
444 SW 2nd Avenue, 9th Floor
Miami, FL 33130
Dear Ms. Mendez:
This letter confirms that Major League Soccer ("MLS") is aware that Miami Freedom Park,
LLC ("MFP"), is culminating negotiations with the City of Miami to lease an approximately twelve
(12) acre property generally located at 1400 NW 37th Avenue, Miami, Florida (the "Soccer
Stadium Site"). The lease grants to MFP and its assignees the right to construct a soccer stadium
within the Soccer Stadium Site. The soccer stadium will serve as the future home to InterMiami
CF. MLS has expressed support of InterMiami CF's decision to move its home matches to the
City of Miami and, specifically, to the Soccer Stadium Site.
Anastasia Danias Schmidt
Executive Vice President & General Counsel
Major League Soccer