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HomeMy WebLinkAbout24309AGREEMENT INFORMATION AGREEMENT NUMBER 24309 NAME/TYPE OF AGREEMENT MIAMI FREEDOM PARK DESCRIPTION GROUND LEASE/SOCCER STADIUM DEVELOPMENT/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 I' II GROUND LEASE by and between CITY OF MIAMI, a municipal corporation of the State of Florida, and MIAMI FREEDOM PARK, LLC, a Delaware limited liability company, for SOCCER STADIUM Table of Contents Page ARTICLE 1. CERTAIN DEFINED TERMS 2 ARTICLE 2. STADIUM PARCEL, GENERAL TERMS OF LEASE AND SURRENDER 20 ARTICLE 3. RENT 24 ARTICLE 4. PAYMENT OF TAXES AND ASSESSMENTS 27 ARTICLE 5. CERTAIN PROVISIONS CONCERNING DEVELOPMENT OF LAND AND CONSTRUCTION OF IMPROVEMENTS 30 ARTICLE 6. INSPECTION OF STADIUM PARCEL; COVENANT AGAINST WASTE 39 ARTICLE 7. PARKING 40 ARTICLE 8. INSURANCE AND INDEMNIFICATION 40 ARTICLE 9. OPERATION DURING LEASE TERM 48 ARTICLE 10. REPAIRS AND MAINTENANCE DURING LEASE TERM 52 ARTICLE 11. CHANGES AND ALTERATIONS TO BUILDINGS BY TENANT 54 ARTICLE 12. DISCHARGE OF OBLIGATIONS; NO LIENS 55 ARTICLE 13. PROHIBITIONS ON USE OF STADIUM PARCEL 56 ARTICLE 14. LIMITATIONS OF LIABILITY 58 ARTICLE 15. MORTGAGES, MEZZANINE FINANCING, TRANSFERS, SUBLEASE, ETC 58 ARTICLE 16. EMINENT DOMAIN 69 ARTICLE 17. DAMAGE AND DESTRUCTION 72 ARTICLE 18. EVENTS OF DEFAULT, REMEDIES, AND TERMINATION 74 ARTICLE 19. LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS; REIMBURSEMENT OF LANDLORD FOR AMOUNTS SO EXPENDED 79 ARTICLE 20. ARBITRATION 80 ARTICLE 21. NOTICES 82 ARTICLE 22. QUIET ENJOYMENT; COORDINATION; INGRESS AND EGRESS 84 ARTICLE 23. CERTIFICATES BY LANDLORD AND TENANT 84 ARTICLE 24. CONSTRUCTION OF TERMS AND MISCELLANEOUS 85 ARTICLE 25. REPRESENTATIONS AND WARRANTIES 91 ii ARTICLE 26. EQUAL OPPORTUNITY; EX -FELON OUTREACH; DISTRICT FIVE PARTICIPATION; REPORTING AND COMPLIANCE 94 ARTICLE 27. LIVING WAGE 95 ARTICLE 28. LEASEHOLD TITLE INSURANCE POLICY 96 EXHIBIT "A" EXHIBIT "B" EXHIBIT "C" EXHIBIT "D" EXHIBIT "E" EXHIBIT "F" EXHIBIT "G" EXHIBIT "H" EXHIBIT "I" EXHIBIT "J" EXHIBIT "K" EXHIBIT "L" EXHIBIT "M" EXHIBIT "N" LEGAL DESCRIPTION OF PARENT TRACT LEGAL DESCRIPTION OF STADIUM PARCEL LEGAL DESCRIPTION OF DEVELOPMENT PARCEL ROUTINE MAINTENANCE CONSTRUCTION ADMINISTRATION AGREEMENT TITLE COMMITMENT REPORT LIST OF PROHIBITED USES LEGAL DESCRIPTION OF PUBLIC PARK PARCEL INGRESS AND EGRESS EASEMENT AGREEMENT CAPITAL MAINTENANCE AND REPAIRS FORM OF SUBLEASE NON -DISTURBANCE AND ATTORNMENT AGREEMENT FORM OF LANDLORD ESTOPPEL CERTIFICATE MEMORANDUM OF LEASE FORM OF OWNER'S AFFIDAVIT SCHEDULE 1.89 CONFIRMATION OF LEASE RENT COMMENCEMENT DATE SCHEDULE 2.1 CONFIRMATION OF POSSESSION DATE SCHEDULE 2.2 CONFIRMATION OF LEASE COMMENCEMENT DATE GROUND LEASE FOR SOCCER STADIUM DEVELOPMENT THIS GROUND LEASE FOR SOCCER STADIUM DEVELOPMENT (hereinafter referred to as the "Lease" or "Agreement"), dated as of the Lease Commencement Date, is made by and between the CITY OF MIAMI, a municipal corporation of the State of Florida, having its principal office and place of business at 3500 Pan American Drive, Miami, Florida 33133 (hereinafter referred to as "City" or "Landlord"), and MIAMI FREEDOM PARK, LLC, a Delaware limited liability company, having its principal office and place of business at 800 S. Douglas Road, 12th Floor, Coral Gables, Florida 33134 (hereinafter referred to as "MFP" or "Tenant"). The City and MFP shall sometimes be referred to herein collectively as the "Parties," and each, individually, as a "Party". Capitalized terms used in this Lease, without being defined elsewhere herein, shall have the meanings set forth in Article 1 hereof. RECITALS: WHEREAS, the City is the owner in fee simple of approximately 131.07 acres of land adjacent to the City's Grapeland Park, which land is referred to herein as the entire "Parent Tract," and is legally described in Exhibit "A"; and WHEREAS, pursuant to this Agreement, the City has agreed to lease to MFP a portion of the Parent Tract consisting of an approximately 12 acre parcel of land legally described on Exhibit "B" (the "Stadium Parcel") and, with respect to the Stadium Parcel, MFP, through a Sublease with IMS, has committed to construct a first-class soccer stadium (the "Stadium"), having a capacity of approximately 25,000 seats, and concession, entertainment and retail areas, and amenities comparable with other recently constructed MLS stadiums with similar capacity (the "Soccer Stadium Development"); and WHEREAS, the City has also agreed to lease to MFP another portion of the Parent Tract consisting of sixty-one (61) acres legally described in Exhibit "C" (the "Development Parcel"), which Development Parcel will be the location of the Miami Freedom Park Commercial Development; and WHEREAS, the Development Parcel portion of the Parent Tract will be governed by a separate and distinct lease between the City and MFP (the "Commercial Lease"); and WHEREAS, MFP, the City and IMS are simultaneously herewith entering into that certain Construction Administration Agreement, to govern, among other things, the construction, completion, delivery and development of the Soccer Stadium Development, Miami Freedom Park Commercial Development and Public Benefits, and to set forth certain financial commitments of MFP related to certain agreed upon community benefits (the "Construction Administration Agreement"); and WHEREAS, overall, it is the City's intent to seek greater public use of the Parent Tract, to derive additional revenue from the existing commercial uses on the Parent Tract, to obtain tax revenues from the uses on the Parent Tract, and to stimulate economic activity in the City, while ensuring that the City receives: (a) a financial return which meets or exceeds fair market value through a minimum rent or gross revenue sharing; (b) taxes for the Stadium Parcel and the Development Parcel; and (c) other community benefits; and, to that end, MFP has agreed to 1 develop and cause the construction and operation of the Soccer Stadium Development, at no cost to the City, in accordance with the Construction Administration Agreement; and WHEREAS, the City operates on the Parent Tract an 18-hole golf course managed by a private operator pursuant to the terms of that certain Professional Services Agreement, dated June 1, 2004, as amended (the "PSA"), by and between the City and Delucca Enterprises, Inc. ("DE"); and WHEREAS, on July 18, 2018, the City Commission passed Resolution R-18-0309, authorizing the City Attorney to prepare an amendment to the Charter for consideration at the election scheduled on November 6, 2018, proposing to amend the Charter to authorize the City Commission to waive competitive bidding and, by a four -fifths (4/5th) affirmative vote, to lease the Stadium Parcel and Development Parcel to MFP ("Charter Amendment"); and WHEREAS, on November 6, 2018, the City's residents approved, by public referendum, the Charter Amendment (the "Referendum"); and WHEREAS, the City and MFP desire to enter into this Lease for the purpose of setting forth their respective rights, covenants, obligations, and liabilities with respect to the lease of the Stadium Parcel; and WHEREAS, on April 28, 2022, the City Commission passed Resolution R-22-0156, authorizing the execution of this Lease; NOW, THEREFORE, the Parties mutually covenant and agree that this Lease is made upon the agreements, terms, covenants and conditions hereinafter set forth below: ARTICLE 1. CERTAIN DEFINED TERMS The recitals above are incorporated herein by reference and fully adopted as if set forth herein. In addition to other capitalized terms as defined in the introductory recitals or elsewhere in this Lease, when used in this Lease, the terms set forth below shall be defined as follows: 1.1 "ADA" shall mean the American with Disabilities Act of 1990, as amended. 1.2 "Affiliate" shall mean, for any Person, any other Person that such Person Controls. 1.3 "Aggregate Minimum Rent Payment" shall mean the sum of (i) Base Rent due under the Commercial Lease (as defined therein), and (ii) Stadium Rent due under this Lease, each as adjusted upward pursuant to the terms of the respective leases. 1.4 "Ancillary Agreements" shall mean the Construction Administration Agreement and the Easement. 1.5 "Anti -Bribery, Anti -Money Laundering and Anti -Terrorism Laws" shall mean any and all Applicable Laws relating to anti -corruption, anti -bribery, terrorism, money laundering 2 or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Action of 2001, Public Law 107-56, as amended, and the Executive Order. 1.6 "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 Stadium Parcel and/or the Improvements or any part thereof, including, but not limited to the City Surcharges. 1.7 "Approved Plans and Specifications" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.8 "Approved Special Area Plan" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.9 "Auditor" shall mean a nationally recognized accounting firm, employed at Tenant's sole cost and expense, and approved in writing by the City Manager or his designee, which approval shall not be unreasonably withheld, denied, or conditioned. 1.10 "Award" shall have the meaning ascribed to such term in Section 16.1. 1.11 "Bankruptcy Action" shall mean with respect to any Person (i) such Person filing a voluntary petition under Bankruptcy Law; (ii) the filing of an involuntary petition against such Person under Bankruptcy Law in which such Person colludes, or otherwise assists; (iii) such Person soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Person; (iv) the filing of an involuntary petition against such Person under Bankruptcy Law which is not dismissed within ninety (90) days after commencement; (v) such Person filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Law; (vi) such Person consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for such Person or any portion of the Stadium Parcel; (vii) such Person making an assignment for the benefit of creditors, or admitting, in writing or in any action, suit or proceeding, its insolvency or inability to pay its debts as they become due; (viii) such Person generally not paying or being unable to pay its debts as and when they become due and owing or admitting an inability to pay its debts as and when they become due and owing; (ix) if a meeting of such Person is convened for the purpose of considering any resolution for, or to petition for, winding -up or administration or any resolution relating with respect thereto or with respect to any present, contemplated or future Bankruptcy Action, or if an order is issued for winding -up or administration, custodianship, liquidation, winding -up, dissolution, or any other insolvency proceedings or Bankruptcy Action of such Person; or (x) the taking of any action in furtherance of the foregoing. 1.12 "Bankruptcy Law" shall mean Title 11, United States Code, and any other or successor state or federal statute relating to assignment for the benefit of creditors, appointment of a receiver or trustee, bankruptcy, composition, insolvency, moratorium, reorganization, or similar matters. 3 1.13 "Business Day" shall mean a day of the year that is not a Saturday, Sunday or Legal Holiday. 1.14 "Calendar Year" shall mean the twelve (12) month period commencing on January 1st and terminating on December 31 st of each year. 1.15 "Capital Maintenance and Repairs" shall mean the provision of all labor, services and materials necessary to maintain, repair, restore and/or replace, when deemed reasonably necessary in the good faith determination of Tenant, all structural components (which may include, but not be limited to, foundations, footings, structural members, piers, columns, walls, roofs, ramps and steps), system components (which may include, but not be limited to, energy management and control programs, electrical components, heating and hot water systems, air conditioning, ventilating, plumbing, gas and water systems and escalators, elevators and dumb waiters) and/or integral parts (which may include, but not be limited to, drainage systems and light towers) of the Stadium and/or the Stadium Parcel in a manner consistent with Comparable MLS Stadiums of a character typically required to be capitalized under generally accepted accounting procedures, as a result of any damage, destruction, ordinary wear and tear or functional obsolescence, and including, but not limited to, those items set forth in Exhibit "J" of this Lease and expressly excluding Routine Maintenance. 1.16 "Certificate of Occupancy" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.17 "Challenge" shall have the meaning ascribed to such term in Section 24.22. 1.18 "Change of Control" shall mean a sale of (i) securities or (ii) all or substantially all of the assets of the Tenant, which results, in either case, with the Tenant's equity holders of record immediately prior to such transaction holding, immediately after such transaction, less than fifty percent (50%) of the voting power of the surviving or acquiring entity. 1.19 "Charter" shall mean the Charter of the City of Miami, Florida. 1.20 "Charter Amendment" shall have the meaning ascribed to such term in the recitals to this Lease. 1.21 "City" shall have the meaning ascribed to such term in the introductory paragraph of this Lease. 1.22 "City Attorney" shall mean Victoria Mendez or her successor as City Attorney of the City of Miami, Florida. 1.23 "City Commission" shall mean the City Commission of the City of Miami, Florida. 1.24 "City Event(s)" shall have the meaning ascribed to such term in Section 5.7(D). 1.25 "City Event Expenses" shall have the meaning ascribed to such term in Section 5.7(D). 4 1.26 "City Event Use Agreement" shall have the meaning ascribed to such term in Section 5.7(D). 1.27 "City Reserved Dates" shall have the meaning ascribed to such term in Section 5.7(D). 1.28 "City Manager" shall mean Arthur Noriega or his successor as City Manager of the City, or other administrative head of the City's government. 1.29 "City Surcharges" shall mean (i) the City of Miami Parking Facilities Surcharge Ordinance, Section 35-341, et. al., of the Code (2021), as may be amended from time to time, and (ii) the City of Miami Ticket Surcharge Ordinance, Section 53-1 of the Code (2021), as may be amended from time to time. 1.30 "Claim" shall have the meaning ascribed to such term in Section 8.2(A). 1.31 "Code" shall mean the Code of Ordinances of the City of Miami, Florida, or any other Governmental Agency having jurisdictional authority over the Stadium Parcel and future development of the Stadium Parcel. 1.32 "Commencement of Construction" and "Commence(s) Construction" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.33 "Commercial Lease" shall have the meaning ascribed to such term in the recitals of this Lease. 1.34 "Community Benefits Payments" shall mean the Park Fund Contribution and the Baywalk Contribution, as each is defined in the Construction Administration Agreement. 1.35 "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. 1.36 "Comparable Parking Rates" shall mean the highest rate for comparable parking spaces for events held at professional sports facilities in South Florida or MLS stadiums. 1.37 "Completion of Construction" and "Complete Construction" shall have the meaning ascribed to such term in the Construction Administration Agreement. 26.4. 1.38 "Compliance Reports" shall have the meaning ascribed to such term in Section 5 1.39 "Concessionaire(s)" shall mean such individuals or entities that are granted the right by Tenant, Subtenant, or Licensee to occupy a portion of the Stadium for purposes of providing services to (x) Tenant, Subtenant or Licensee or (y) any patron or invitee of the Stadium. 1.40 "Construction Administration Agreement" shall have the meaning ascribed to such term in the recitals to this Lease. 1.41 "Construction Rent" shall mean the following: (i) Ninety Seven Thousand Five Hundred Dollars ($97,500) per annum during the period commencing on the Construction Rent Date to, but not including, the first anniversary of the Construction Rent Date, (ii) One Hundred Twelve Thousand Five Hundred Dollars ($112,500) per annum during the period commencing on the first (1st) anniversary of the Construction Rent Date to, but not including, the second anniversary of the Construction Rent Date, (iii) One Hundred Twenty Seven Thousand Five Hundred Dollars ($127,500) per annum during the period commencing on the second (2nd) anniversary of the Construction Rent Date to, but not including, the third (3rd) anniversary of the Construction Rent Date; and (iv) One Hundred Forty Two Thousand Five Hundred Dollars ($142,500) per annum during the period commencing on the third (3rd) anniversary of the Construction Rent Date to, but not including, the fourth anniversary of the Construction Rent Date. 1.42 "Construction Rent Date" shall mean the date that is the earlier of (i) eighteen (18) months after the Lease Commencement Date or (ii) the Possession Date. 1.43 "Control" shall mean the possession, direct, or indirect (through one or more intermediaries), of the power or authority to direct or cause the direction of management, policies or activities of a Person, whether through ownership or control of voting securities or beneficial interests, by contract or otherwise. "Controls" and "Controlled" shall have correlative meanings. 1.44 "Cost to Cure" shall have the meaning ascribed to such term in Section 16.1.2. 1.45 "CPI" shall have the meaning ascribed to such term in Section 3.4(A). 1.46 "Days" or "days" shall mean, except as specifically set forth herein, that (i) any period of time referred to in this Lease of five (5) days or less shall be considered as Business Days; and (ii) any period oftime referred to in this Lease of more than five (5) days shall be considered as calendar days (unless specifically stated to the contrary), but if such period ends on a day other than a Business Day, then such period shall automatically be extended until the next Business Day. 1.47 "DE" shall have the meaning ascribed to such term in the recitals to this Lease. 1.48 "Default Notice" shall have the meaning ascribed to such term in Section 15.2(F). 1.49 "Default Rate" shall mean a per annum interest rate equal to the lesser of: (i) twelve percent (12%); and (ii) the highest rate permitted by Applicable Law. 1.50 "Demanding Party" shall have the meaning ascribed to such term in Section 20.2(A). 6 1.51 "Development Agreement" shall mean the development agreement approved in conjunction with the Approved Special Area Plan. 1.52 "Development Parcel" shall have the meaning ascribed to such term in the recitals of this Lease. 1.53 "Disqualified Person" shall mean any Personwho, as of the time when the applicable transaction occurs or approval or consent of the City Manager is requested: (i) has had any criminal felony convictions within the immediately preceding ten (10) years; (ii) is named on any Government List; (iii) is on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, Scrutinized Companies that Boycott Israel List, or is engaged in any business operations in Cuba or Syria, as those terms are used and defined pursuant to Sections 287.135, 215.473, and 215.4725, Florida Statutes; (iv) is convicted of a Public Entity Crime or has been placed in the Convicted Vendors List pursuant to Florida Statute 287.133 or a similar law, rule or regulation; (v) holds any position in the City or on any board, trust, agency or other entity created by the City's Charter or Code, or otherwise has a conflict of interest pursuant to City Code Chapter 2, Article V, and Miami -Dade County Code Section 2-11.1; (vi) is a Person who is prohibited by Applicable Law from doing business with the City; (vii) shall have committed a material breach under any lease or other written agreement with Landlord that is uncured; (viii) has been or remains debarred by any federal, state, county, or City, any respective agency thereof, or public school district or special district within the immediately preceding ten (10) years; (ix) has been subject to any voluntary or involuntary bankruptcies or similar proceedings or has had past, present or pending any bankruptcy, assignments for the benefit of creditors, appointment of a receiver for a substantial portion of its assets, or similar actions, each within the past seven (7) years on projects or businesses they have owned, operated, or controlled a substantial interest (i.e., ownership of twenty percent (20%) or more of the entity stock or shares); or (x) has been determined to be not Responsible as defined by Sections 18-73 and 18-95 of the City Code and by the laws of the State of Florida within the immediately preceding ten (10) years. 1.54 "Easement" shall have the meaning ascribed to such term in Section 5.5(A). 1.55 "Encumbrances" shall mean any liens, covenants, interests, obligations, restrictions, easements, encroachments, judgments, claims (including any litigation challenging the City's authority to lease the Stadium Parcel to Tenant), mortgages or licenses, including, without limitation, Impositions, fines, mechanic's liens and materialman's liens, of any kind or nature affecting or attached to the Stadium Parcel, together with the items set forth in the Title Commitment Report attached to this Lease as Exhibit "F". 1.56 "Entitlements" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.57 "Environmental Work" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.58 "Escrow Agent" shall mean such federally -insured financial institution selected by the Landlord. 7 1.59 "Escrow Agreement" shall have the meaning ascribed to such term in Section 3.5. 1.60 "Event(s) of Default" shall have the meaning ascribed to such term in Article 18. 1.61 "Exclusive Area" shall mean all, or portions of, areas of the Stadium or Stadium Parcel that are not intended for use by the general public, including the following: (i) areas used by the Tenant, Subtenant, Licensee, or Concessionaires as office space and for event personnel; (ii) storage areas and offices for managers, coaches, trainers, equipment managers and related personnel of IMCF; (iii) main and auxiliary clubhouses, locker rooms and practice, training and medical facilities (including all weight training and exercise rooms, x-ray rooms, equipment rooms, video rooms, auditorium, cafeteria, players' lounge, family lounge and related facilities); (iv) the production, scoreboard and broadcast operations room and related facilities and equipment; (v) separate game operations and in -game entertainer offices and dressing rooms; (vi) ticket offices; (vii) suites and private club rooms and lounges; and (viii) areas that have been exclusively licensed or otherwise committed for use to third parties. 1.62 "Executive Order" shall mean Executive Order No. 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism). 1.63 "Extension Fee" shall mean the amount of additional rent payable by Tenant, without duplication with respect to the exercise of such right in the Commercial Lease, upon the exercise of the Tenant's rights pursuant to Section 5.4(C), which amount shall equal One Million and No/100 Dollars ($1,000,000.00). 1.64 "Extension Notice" shall have the meaning ascribed to such term in Section 1.65 "Extension Option" shall have the meaning ascribed to such term in Section 1.66 "Facilities Maintenance Agreement" shall have the meaning ascribed to such term in Section 15.7. 1.67 "Fee Estate" shall mean Landlord's fee simple interest in the Stadium Parcel, including Landlord's reversionary interest, all subject to this Lease. 1.68 "Fee Mortgage" shall have the meaning ascribed to such term in Section 15.2(M). 1.69 "FF&E" shall have the meaning ascribed to such term in Section 9.10. 5.4(C). 5.4(C). 1.70 "Force Majeure Event" shall mean any of the following events: (i) natural disasters, such as named storms, fires, floods, freezes, earthquakes and pandemics (but, with respect to pandemics, only if such pandemic results in a government order requiring the complete cessation of activities on the Stadium Parcel), (ii) wars, terrorist acts, civil disturbances, riots, revolts, insurrections, sabotage, commercial embargoes between countries, attacks, emergencies, and hostilities, (iii) transportation disasters, be they maritime, railroad, air or land, (iv) fires or explosions, or (v) any order from a Governmental Agency that requires the closure of all or a 8 material portion of the Stadium Development for reasons outside of the reasonable control of the Tenant. 1.71 "Foreclosure Event" shall mean any: (a) foreclosure sale (or trustee's sale, assignment in lieu of foreclosure, bankruptcy sale, or similar transfer) by a Leasehold Mortgagee, as and to the extent rights exists hereunder affecting the Leasehold Estate; or (b) a Leasehold Mortgagee's or Mezzanine Financing Source's exercise of any other right or remedy under a Leasehold Mortgage or its other loan documents or Mezzanine Financing (or applicable law) that seeks to divest, directly or indirectly, Tenant of its Leasehold Estate; provided, however, that Tenant shall use good faith efforts to secure from the Leasehold Mortgagee a non -disturbance agreement for IMCF with respect to its license agreement to play Home Matches at the Stadium. 1.72 "Gambling" shall mean the act of playing or engaging in any game of cards, keno, roulette, faro or other game of chance, at any place, by any device whatsoever, for money or any other thing of value, including, without limitation, casinos and sports -betting (provided, however, that Tenant shall not be responsible to monitor or prohibit personal online sports -betting that is conducted by patrons on their personal smart phones or similar devices from which Tenant derives no Gambling revenue). 1.73 "Government List" shall mean any list issued by a Governmental Agency of individuals and/or entities engaged in terrorist activities, including, but not limited to, the following: (i) list of Specially Designated Terrorists (SDTs) issued by OFAC pursuant to Executive Order 12947; (ii) list of Specially Designated Global Terrorists (SDGTs) issued by OFAC pursuant to the Executive Order; (iii) list of Foreign Terrorist Organizations (FTOs) issued by the United States Secretary of State; and (iv) "convicted vendor list" as set forth in Section 287.133, Florida Statutes. 1.74 "Governmental Agency(ies)" shall mean all federal, state, county and municipal governments, courts and other governmental and quasi -governmental authorities, and the departments, bureaus, commissions, agencies, boards (including, without limitation, any environmental protection, planning or zoning board), offices or instrumentalities of any nature 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 Stadium Parcel or any aspect of the development or operation of the Soccer Stadium Development; provided, however, that such term shall include the City only in its municipal capacity and not its proprietary capacity. 1.75 "Home Match" shall have the meaning ascribed to such term in the Non - Relocation Agreement. 1.76 "IMCF" or "Team" shall mean Inter Miami CF, LLC, a Delaware limited liability company, which, as of the Lease Commencement Date, is a wholly -owned subsidiary of IMS, has the right to operate an MLS team in the City of Miami, Florida, and is referred to as Inter Miami. 1.77 "Impositions" shall mean all taxes, including, but not limited to, ad valorem taxes, non -ad valorem taxes, special assessments, sales taxes, intangible taxes and other charges, impositions, assessments, fees or any other levies by any Governmental Agency or other entity 9 with appropriate jurisdiction and any and all liabilities (including interest, fines, penalties or additions) with respect to the foregoing. The term "Impositions" shall include, without limitation, franchise fees, excises, license and permit fees, levies, charges and taxes (including ad valorem real estate taxes on the land under the Stadium Parcel and/or on the Improvements), personal property taxes, bed taxes, sales taxes, fire fees and parking surcharges of any kind now or hereafter enacted, whether general or special, ordinary or extraordinary, foreseen or unforeseen, any of which is properly levied against the Stadium Parcel and/or Improvements or the uses thereon. 1.78 "Improvements" or "Leasehold Improvements" shall mean the Stadium to be constructed on the Stadium Parcel, and other structures, facilities or amenities, and all related infrastructure, installations, fixtures, equipment, utilities, site -work and other improvements existing or to be developed upon the Stadium Parcel. 1.79 "IMS" shall mean Inter Miami Stadium, LLC, a Delaware limited liability company, which, as of the Lease Commencement Date, is a wholly -owned subsidiary of Inter Miami Soccer Holdings, LLC, a Delaware limited liability company. 1.80 "Indemnified Environmental Matters" shall have the meaning ascribed to such term in Section 8.2(B). 1.81 "Initial Term" shall have the meaning ascribed to such term in Section 2.2(A). 1.82 "Insured Property" shall have the meaning ascribed to such term in Section 8.1.1(A). 1.83 "Interest" shall have the meaning ascribed to such term in Section 24.12. 1.84 "Landlord" shall have the meaning ascribed to such term in the introductory paragraph of this Lease. 1.85 "Landlord Default" shall have the meaning ascribed to such term in Section 18.5. 1.86 "Landlord Indemnified Parties" shall have the meaning ascribed to such term in Section 8.2(A). 1.87 "Lease" or "Agreement" shall have the meaning ascribed to such term in the introductory paragraph of this Lease, and includes all exhibits and schedules thereto and all amendments, supplements, addenda or renewals thereof. 1.88 "Lease Commencement Date" shall mean that date on which the City confirms in writing that it has received from Tenant the Security Deposit and that the Lease has been properly executed and delivered by the Parties. 1.89 "Lease Rent Commencement Date" shall mean the date that is the earliest to occur of (i) the date on which Tenant or IMS receives a Certificate of Occupancy for the Soccer Stadium Development or (ii) the date set forth in Section 2.10 of the Construction Administration Agreement to Complete Construction of the Soccer Stadium Development. Promptly after the occurrence of the Lease Rent Commencement Date, the parties shall execute a Confirmation of 10 Lease Rent Commencement Date in form and substance substantially similar to the form attached hereto as Schedule 1.89. 1.90 "Lease Year" means each twelve (12) month period during the Term commencing on January 1 and ending on December 31, except that if the Lease Commencement Date does not fall on January 1, the first Lease Year shall be the period from the Lease Commencement Date through the following December 31, and the last Lease Year shall end on the date of expiration of the Term if a day other than December 31. 1.91 "Leased Fee Value" shall mean the fair market value of the Fee Estate, considered as if unimproved and subject to this Lease. 1.92 "Leasehold Estate" shall mean Tenant's leasehold estate created by this Lease, including all of Tenant's rights and privileges under this Lease. 1.93 "Leasehold Mortgage" or "Mortgage" shall mean a mortgage or mortgages (or other similar security agreements) of all or a portion of Tenant's leasehold interest hereunder (or Subtenant's subleasehold interest, as applicable), and shall be deemed to include any mortgage or trust indenture under which all or a portion of Tenant's (or Subtenant's, as applicable) interest in this Lease (or Sublease, as applicable) shall have been encumbered, as the same may be increased, decreased, amended, modified, renewed, extended, restated, assigned (wholly or partially), collaterally assigned, or supplemented from time to time, unless and until paid, satisfied and discharged of record. 1.94 "Leasehold Mortgagee" shall mean the holder of a Leasehold Mortgage, as permitted by this Lease and the successors or assigns of such holder, mortgagee or beneficiary, and shall be deemed to include the trustee under any such trust indenture and the successors or assigns of such trust or other collateral agent designated in relation thereto. 1.95 "Legal Holiday" shall mean any day on which the City's administrative offices are closed for business. 1.96 "Lender" shall mean Leasehold Mortgagee and/or Mezzanine Financing Source. 1.97 "Licensee" shall have the meaning ascribed to such term in Section 15.3(A). 1.98 "List of Proposed Arbitrators" shall have the meaning ascribed to such term in Section 20.2(B). 1.99 "Major League Soccer" or "MLS" shall mean, depending on the context, any or all of (i) the governing body(ies) of MLS and/or (ii) the MLS teams acting collectively. 1.100 "Marks" shall mean any and all trademarks, service marks, copyrights, names, symbols, words, logos, colors, designs, slogans, emblems, mottos, brands, designations, trade dress, domain names and other intellectual property (and any combination thereof) in any tangible medium. 11 1.101 "Mas Family" shall mean (i) Jorge Mas or Jose Mas, (ii) any entity owned and Controlled by either Jorge Mas or Jose Mas, or (iii) any trust Controlled by Jorge Mas or Jose Mas or their respective spouse or lineal heirs or a trustee and established for the benefit of Jorge Mas, Jose Mas or their respective spouse or lineal heirs. 1.102 "Material Change(s)" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.103 "MBU" shall mean Miami Beckham United, LLC, a Delaware limited liability company. 1.104 "Media Rights" shall mean the right to control, conduct, sell, license, publish, authorize and grant concessions and enter into agreements with respect to all media, means, technology, distribution channels or processes, whether now existing or hereafter developed and whether or not in the present contemplation of the Parties, for preserving, transmitting, disseminating or reproducing for hearing or viewing, Stadium Events and descriptions or accounts of or information with respect to such Stadium Events, including by internet, radio and television broadcasting, print, film, photographs, video, tape reproductions, satellite, closed circuit, cable, digital, broadband, DVD, Blu-ray, satellite, pay television, streaming and all comparable media. 1.105 "Mezzanine Financing" shall mean a loan or equity investment made by the Mezzanine Financing Source to provide financing or capital for the Soccer Stadium Development or any portion thereof, which shall be subordinate to the first Leasehold Mortgage or other secured lender and may be secured by, inter alia, a mortgage and/or a pledge of any direct or indirect equity or other ownership interests in Tenant or Subtenant or structured as a preferred equity investment with "mezzanine style remedies," the exercise of which would result in a change of control. Notwithstanding the foregoing, if a Leasehold Mortgagee takes the pledge of any direct or indirect equity or other ownership interests in Tenant or Subtenant as additional collateral to secure a loan made by such Leasehold Mortgagee to Tenant or Subtenant (i.e., in addition to a Leasehold Mortgage), then, for purposes of this Lease, the Leasehold Mortgagee shall have the rights of a Mezzanine Financing Source provided herein with respect to such pledge. 1.106 "Mezzanine Financing Source" shall mean one or several lenders, other providers of debt financing or preferred equity investors providing Mezzanine Financing for the construction or development of any portion of the Soccer Stadium Development, or any trustee or collateral agent acting for their benefit. 1.107 "Miami Freedom Park Commercial Development" shall have the meaning ascribed to such term in the Commercial Lease. 1.108 "MFP" shall have the meaning ascribed to such term in the introductory paragraph of this Lease. 1.109 "MLS" shall mean Major League Soccer, a men's professional soccer league sanctioned by the United States Soccer Federation. 12 1.110 "MLS Approval" shall mean any approval, consent or no -objection letter required to be obtained from MLS pursuant to the MLS Governing Documents (as exercised in the sole and absolute discretion of MLS). 1.111 "MLS Events" shall mean (i) professional soccer games relating to MLS or United Soccer League ("USL"), including MLS or USL All Star Games and hall of fame games, (ii) other events, practices, tryouts, filming, community relations, promotional and corporate partner and sponsor private events, conferences and tours, in each case in this clause (ii) organized or promoted by MLS, USL, or IMCF, and (iii) other events or meetings related to the promotion or operation of the IMCF, MLS or USL, such as open houses, fan appreciation nights, fantasy and youth camps, and other marketing events. 1.112 "MLS Governing Documents" shall mean that certain MLS constitution as in effect from time to time and any amendments, supplements or other modifications thereto and all replacement or successor documents thereto that may in the future be entered into. 1.113 "MLS Reserved Dates" shall mean all dates (i) on which MLS Events have been scheduled (or rescheduled) or (ii) that IMCF is required to reserve for the scheduling of MLS Events (including potential post -season games) under the MLS Rules and Regulations. 1.114 "MLS Rules and Regulations" shall mean (x) the MLS Governing Documents, (y) any present or future agreements or arrangements entered into by, or on behalf of MLS, including, without limitation, agreements or arrangements entered into pursuant to the MLS Governing Documents, and (z) the present and future mandates, rules, regulations, policies, practices, bulletins, by-laws, directives or guidelines issued or adopted by, or behalf of, MLS as in effect from time to time. 1.115 "Monetary Default" shall have the meaning ascribed to such term in Section 18.1(A). 1.116 "New Tenant" shall have the meaning ascribed to such term in Section 15.2(1). 1.117 "New Title Matters" shall have the meaning ascribed to such term in Section 28.2. 1.118 "No Further Action Determination" or "NFA Determination" or "NFA "shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.119 "Non -Demanding Party" shall have the meaning ascribed to such term in Section 20.2(A). 1.120 "Non -Disturbance Agreement" shall have the meaning ascribed to such term in Section 15.3(C). 1.121 "Non -Party Affiliates" shall have the meaning ascribed to such term in Section 24.19. 1.122 "Non -Relocation Agreement" shall mean that certain Non -Relocation Agreement by and among the City, IMCF and MFP executed contemporaneously herewith. 13 1.123 "Nonmonetary Default" shall have the meaning ascribed to such term in Section 18.1(0). 1.124 "Notice" shall have the meaning ascribed to such term in Section 21.2. 1.125 "Notice of Non -Payment of Imposition" shall have the meaning ascribed to such term in Section 19.1. 1.126 "OFAC" shall mean the Office of Foreign Assets Control 1.127 "Option" or "Options" shall have the meaning ascribed to such term in Section 2.2(B). 1.128 "Parent Tract" shall have the meaning ascribed to such term in the recitals to this Lease. 1.129 "Park Site Development Completion" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.130 "Parking" shall have the meaning ascribed to such term in Section 7.1. 1.131 "Partial Taking" shall have the meaning ascribed to such term in Section 16.1.2. 1.132 "Partial Taking Termination Date" shall have the meaning ascribed to such term in Section 16.3. 1.133 "Parties" or "Party" shall have the meaning ascribed to such term in the introductory paragraph of this Lease. 1.134 "Permit" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.135 "Permitted Transfer" shall have the meaning ascribed to such term in Section 15.1(B). 1.136 "Permitted Uses" shall mean the uses set forth in Section 5.7(A). 1.137 "Person" shall mean any individual, corporation, partnership, joint venture, limited liability or other company, association, estate, trust, firm, unincorporated association, other legal entity or investment enterprise, any Governmental Agency, and any fiduciary acting in such capacity on behalf of any of the foregoing. 1.138 "PLL Insured Matters" shall have the meaning ascribed to such term in Section 8.1.1(G). 1.139 "PLL Policy" shall have the meaning ascribed to such term in Section 8.1.1(G). 1.140 "PILOT" shall have the meaning ascribed to such term in Section 4.6. 14 1.141 "Pollution Conditions" shall have the meaning ascribed to such term in Section 8.2(B). 1.142 "Possession Date" shall mean the date on which DE shall have vacated the Parent Tract. Notwithstanding the foregoing, but without limiting the terms of Section 24.18 herein, Tenant shall have the right to accept possession of the Stadium Parcel subject to DE's occupancy of the Parent Tract by delivering written notice to Landlord of the foregoing within nine (9) months of the SAP Approval Date, and the date on which such notice is delivered by Tenant to Landlord shall be deemed to be the Possession Date; provided, however, if DE has not vacated the Parent Tract within nine (9) months following the SAP Approval Date and Tenant has not elected to accept possession of the Stadium Parcel subject to DE's occupancy of the Parent Tract as permitted hereby, either Party may terminate this Lease byproviding written notice thereof to the other within thirty (30) days following the expiration of such nine (9) month period, in which event the Security Deposit shall be returned to Tenant and neither Party shall have any further rights or obligations hereunder. If neither Party shall elect to so terminate this Lease within such thirty (30) day period, each Party shall be deemed to have waived such right. 1.143 "Prohibited Uses" shall mean those listed on Exhibit "G". 1.144 "Project" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.145 "Promotional Rights" shall mean any and all of the following rights as applied to, arising out of or connected in any way with MLS, Tenant, IMS, MBU, IMCF, the Proprietary Indicia, IMCF's MLS operating rights, the Soccer Stadium Development, and Stadium Events and other Permitted Uses of the Stadium: (A) rights of exploitation, in any format now known or later developed: (i) through any other type of commercial or promotional means, including, but not limited to, advertising by interior, exterior or perimeter Signage; (ii) through printed matter, such as programs, posters, letterhead, press releases, newsletters, tickets or photographs; and (iii) through advertising, promotions, marketing, merchandising, licensing, food services, franchising, sponsorship, publications, hospitality events, concessions, restaurants, party rooms, uniforms, schedules, displays, sampling, premiums and selling rights of any nature, the right to organize and conduct promotional competitions, to give prizes, awards, giveaways, and to conscript official music, video or other related data or information; (B) Media Rights, in any format now known or later developed, including, but not limited to, the right to broadcast, transmit, display and record images and recordings, in any and all media now known or hereafter devised, including, but not limited to, radio, television, cable, satellite, social media and internet; provided, however, that the parties shall agree on a written protocol for sharing data that is not expressly exempt under Federal or Florida law; 15 (C) rights to name any structure or area within the Stadium Parcel, including any portion of the Stadium; (D) rights to create, use, promote and commercialize any representation of any structure within the Stadium Parcel, in whole or in part, or the name or contents thereof, for licensing, promotional, publicity, general advertising and other suitable purposes, including, but not limited to, the creation, use, promotion and commercialization of text, data, images, photographs, illustrations, animation and graphics, video or audio segments of any nature, in any media or embodiment, now known or later developed; and (E) all other rights of marketing and advertising, in any format, now known or later developed, and associated promotional opportunities. 1.146 "Proposed Arbitrators" shall have the meaning ascribed to such term in Section 20.2(B). 1.147 "Proprietary Indicia" shall mean all Marks, together with any other trademarked, copyrighted or copyrightable properties, in any format now known or later developed, that are or become owned or controlled by MBU, IMS, IMCF, Tenant, MLS or any Affiliate thereof, which are or become commerciallyidentified or associated with MBU, IMS, IMCF, Tenant, MLS or any Affiliate thereof, or are now or hereafter licensed by or to MBU, IMS, IMCF, Tenant, MLS or any Affiliate thereof. 1.148 "PSA" shall have the meaning ascribed to such term in the recitals to this Lease. 1.149 "Public Benefits" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.150 "Public Benefits Completion Deadline" shall have the meaning ascribed to such term in Section 2.10 (B) of the Construction Administration Agreement. 1.151 "Public Infrastructure" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.152 "Public Park Parcel" or "Park" shall mean the property intended for the development of a public park and legally described in Exhibit "H". 1.153 "Referendum" shall have the meaning ascribed to such term in the recitals to this Lease. 1.154 "Rent" shall mean Construction Rent or Stadium Rent, as applicable, and any additional rent due under this Agreement or the Non -Relocation Agreement. 1.155 "Reserved Dates" shall have the meaning ascribed to such term in Section 5.7(D). 1.156 "Routine Maintenance" shall mean the provision of labor, services and materials for the Stadium and/or Stadium Parcel, conducted in a manner when deemed reasonably necessary in the good faith determination of Tenant to (a) maintain the Stadium and/or Stadium Parcel in 16 good, clean working order and repair and (b) conduct routine and preventative maintenance consistent with Comparable MLS Stadiums, normal wear and tear excepted, and which are of a routine, regular and predictable nature given the age and useful life of the Stadium and/or Stadium Parcel, and the manner in which they have been utilized, and including, but not limited to, those items set forth in Exhibit "D" of this Lease. 1.157 "Sanctioned Country" shall mean any country or territory subject to comprehensive Sanctions (as of the Lease Commencement Date and without limitation, Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine). 1.158 "Sanctions" shall mean economic sanctions administered by OFAC, the U.S. Department of State, or any other applicable economic sanctions authority. 1.159 "SAP Approval Date" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.160 Intentionally Deleted. 1.161 Intentionally Deleted. 1.162 Intentionally Deleted. 1.163 Intentionally Deleted. 1.164 "Secured Indebtedness" shall have the meaning ascribed to such term in Section 15.2(C). 1.165 "Security Deposit" shall mean the sum of Six Hundred Forty Five Thousand Dollars ($645,000), as may be reduced pursuant to the terms of this Lease. 1.166 "Signage" shall mean all signage (whether permanent or temporary) in or on the Stadium Parcel, including scoreboards, digital displays, jumbotron or other replay screens, banners, fascia boards, displays, message centers, advertisements, digital displays, marquee signs, and other signs. 1.167 "Soccer Stadium Development" shall have the meaning ascribed to such term in the recitals to this Lease. 1.168 "Soccer Stadium Development Component" shall mean any component of the Soccer Stadium Development. 1.169 Intentionally deleted. 1.170 ``Sponsorship Payments" shall mean, for each Calendar Year, five percent (5%) of all Sponsorship Receipts paid (in the applicable Calendar Year) to Team in excess of $8,000,000.00. 17 1.171 "Sponsorship Receipts" shall mean all amounts paid by the Team's naming rights partner for the Stadium, or, if the team does not have a "naming rights" partner for the Stadium, the Team's primary sponsorship partner for the Stadium. 1.172 "Sports User" shall have the meaning set forth in Section 5.7(D). 1.173 "Stadium" shall have the meaning ascribed to such term in the recitals to this Lease. 1.174 "Stadium Capex Account" shall have the meaning ascribed to such term in Section 10.2. 1.175 "Stadium Development Concept" shall have the meaning ascribed in the Construction Administration Agreement. 1.176 "Stadium Event" shall mean any and all events authorized, promoted and/or staged by MFP, IMS, IMCF, MBU or their Affiliates and subsidiaries or by third party licensees thereof at the Stadium or the Stadium Parcel hereunder, including, without limitation, Home Matches, other sporting events, special events, concerts, festivals, fairs, attractions, corporate events, business conferences, conventions, community festivals, fantasy camps and/or other lawful activities. 1.177 "Stadium Parcel" shall have the meaning ascribed to such term in the recitals of this Lease. 1.178 "Stadium Project Requirements" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.179 "Stadium Rent" shall have the meaning ascribed to such term in Section 3.1(B). 1.180 "Sublease" shall have the meaning ascribed to such term in Section 15.3(A). 1.181 "Subtenant" shall have the meaning ascribed to such term in Section 15.3(A). 1.182 "Taking" shall have the meaning ascribed to such term in Section 16.1. 1.183 "Team License" shall have the meaning ascribed to such term in Section 15.3(A). 1.184 "Temporary Taking" shall have the meaning ascribed to such term in Section 16.5. 1.185 "Targeted Tax" shall mean any Imposition or surcharge, but for the avoidance of doubt shall not include City Surcharges, imposed by the City, or any Governmental Agency created by, or directly or indirectly controlled by, the City, which Imposition (a) is assessed, levied, charged, confirmed or imposed upon or with respect to, or payable out of or measured by, the proceeds resulting from the sale of tickets or other admissions charges for, or the number of, admissions to live or video broadcast entertainment events, including, without limitation, professional or amateur sports events or exhibitions, concerts or general, family or other targeted 18 audience shows, performances, or exhibitions, (b) is assessed, levied, charged, confirmed or imposed upon or with respect to, or payable out of our measured by, the proceeds resulting from charges for parking within the Stadium Parcel or the cost or value thereof, or (c) is an Imposition that by its terms or effect is not of general application, but rather exclusively or disproportionately is imposed upon or impacts (i) Tenant, (ii) any of the professional sports teams alone, or in combination with one or more of the others or in combination with other professional sports teams playing their home games in venues located in the City, (iii) the parking within the Stadium Parcel, (iv) the Soccer Stadium Development alone or in conjunction with some or all venues in the City or Miami -Dade County where professional or amateur sports events or exhibitions, concerts or general, family or other targeted audience shows, performances or exhibitions are conducted, or (v) any patron of the Soccer Stadium Development or seller of tickets to events within the Stadium Parcel by reason of an Imposition imposed upon or measured by the attendance at any event, exhibition, concert, show or performance of the type presented at the Stadium Parcel or at some or all of the comparable venues within the City. Notwithstanding the foregoing, the term Targeted Tax does not include franchise or income taxes of general application throughout the City or sales or use taxes of general application throughout the City that do not disproportionately impact the sales or use of items of a type primarily sold or used at the Stadium Parcel alone or in combination with other similar properties or venues and not in the general business community. 1.186 "Tenant" shall have the meaning ascribed to such term in the introductory paragraph of this Lease and any successor or assignee permitted under the terms of this Lease. 1.187 "Term" or "Lease Term" shall have the meaning ascribed to such term in Section 2.2(B). 1.188 "Title Commitment Report" means that certain leasehold owner's title insurance commitment with respect to the Stadium Parcel prepared by the Title Company bearing number 19065251 and having an effective date of January 13, 2023, at 8:00 a.m. and attached hereto as Exhibit "F". 1.189 "Title Company" shall mean Old Republic National Title Insurance Company. 1.190 "Total Taking" shall have the meaning ascribed to such term in Section 16.1.1. 1.191 "Trade Fixtures" shall mean, collectively, fixtures that are funded solely by Tenant, Subtenant, Licensee or Concessionaires and which are not integral to the operation of the Stadium as an MLS facility, but rather are supplemental or additive to the Stadium and are capable of removal. 1.192 "Transfer" shall have the meaning ascribed to such term in Section 15.1(A). 1.193 "Unavoidable Delays" shall have the meaning ascribed to such term in the Construction Administration Agreement. 16.1.2. 1.194 "Unmitigated Damages" shall have the meaning ascribed to such term in Section 1.195 "Utility Facilities" shall have the meaning ascribed to such term in Section 9.4(B). 19 1.196 "Work" shall mean all work to be performed by Tenant under this Lease, including any repairing, restoring, removing, or replacing of the Improvements or Public Benefits. ARTICLE 2. STADIUM PARCEL, GENERAL TERMS OF LEASE AND SURRENDER 2.1 Lease of the Stadium Parcel. (A) Upon and subject to the conditions and limitations set forth in this Lease and any of the Ancillary Agreements, and all other agreements incorporated herein, and for and in consideration of the rents, covenants, agreements specified herein (including the Non -Relocation Agreement), and the rights reserved unto Landlord, its successors and assigns set forth herein, Landlord does hereby lease and demise unto Tenant, and Tenant does hereby take and hire, the Stadium Parcel, to have and to hold the same unto Tenant, for the Term. Tenant hereby acknowledges, agrees and accepts that Landlord has not conducted, and will not conduct, any title or survey review of the Stadium Parcel, and that Tenant shall accept any and all title and survey matters relating to the Stadium Parcel in their current "as -is" condition, including, without limitation, all matters set forth in the Title Commitment Report and all recorded Encumbrances, but without limiting the terms and conditions set forth in Article 28. Subject to the foregoing, on the Possession Date, Landlord shall deliver exclusive possession of the Stadium Parcel to Tenant, at which time Tenant shall take possession thereof. Tenant acknowledges that the Team has entered into an agreement to play its Home Matches at the Stadium, as more fully set forth in the Non - Relocation Agreement. Promptly after the occurrence of the Possession Date, the Parties shall execute a Confirmation of Possession Date in form and substance substantially similar to the form attached hereto as Schedule 2.1. (B) Tenant shall have the right to develop the Stadium Parcel in a manner consistent with the Stadium Development Concept and to contract for, or delegate, portions of the development of the Stadium Parcel to third parties, including, without limitation, to IMS, and to construct, or contract with others to cause construction of, the Improvements contemplated in connection with the development of the Stadium Development Concept, subject to the terms and conditions of the Construction Administration Agreement. From and after the Possession Date, Tenant shall have the right to relocate easements and utility lines within the Parent Tract, including the Stadium Parcel, at Tenant's expense, if necessary for the development of the Stadium Parcel, such relocation to be done with the consent and cooperation of Landlord, not to be unreasonably withheld, conditioned or delayed, and subject to the consent of the applicable utility company or other party in whose favor such easement runs (which consent shall be obtained by Tenant). 2.2 Term of Lease. (A) Initial Term. The initial term of this Lease shall commence on the Lease Commencement Date and terminate on the later of (i) the last day of the thirtieth (30th) Lease Year or (ii) thirty (30) days after the end of the MLS season during which the thirtieth (3 0th) anniversary of the Lease Rent Commencement Date occurs, unless earlier terminated as provided for herein (the "Initial Term"). Promptly after the occurrence of the Lease Commencement Date, the Parties shall execute a Confirmation of Lease Commencement Date in form and substance substantially similar to the form attached hereto as Schedule 2.2. 20 (B) Renewal Options. Provided that (i) Tenant or Subtenant has received a Certificate of Occupancy for the Soccer Stadium Development, (ii) there exists no Event of Default as of the time of Tenant giving notice under this Section 2.2(B) or at the time of commencement of an Option, (iii) Tenant has achieved Park Site Development Completion prior to the Tenant giving notice under this Section 2.2(B) and (iv) Tenant has completed the Environmental Work (and, to the extent not included in the definition of Environmental Work, obtained the NFA), prior to the Tenant giving notice under this Section 2.2(B), Tenant shall have the right to exercise two (2) options (each an "Option" and collectively, the "Options") to extend the Initial Term, the first Option for a period commencing upon the conclusion of the Initial Term and ending on the last day of the sixty-ninth (69th) Lease Year and the second Option for a period beginning upon the conclusion of the first Option and ending on the last day of the ninety-ninth (99th) Lease Year. Tenant shall provide written notice to Landlord that it is exercising the first Option (i) no later than five hundred seventy (570) days, and (ii) no earlier than nine hundred thirty-five (935) days prior to the expiration of the Initial Term; Tenant shall provide written notice to Landlord that it is exercising the second Option (i) no later than five hundred seventy (570) days, and (ii) no earlier than nine hundred thirty-five (935) days prior to the expiration of the first Option. If Tenant fails to give written notice of the exercise of any Option within the foregoing required notice periods, Tenant's right to exercise such Option shall automatically be deemed to have been exercised and this Lease shall remain binding upon Tenant during the subject Option term (provided that the conditions to Tenant's rights to the Option specified above in this Section 2.2(B) shall have been satisfied (or waived in writing by the City)). Any such notice by Tenant of its exercise of any Option or election not to exercise such Option or deemed exercise of such Option shall be final and irrevocable by Tenant. If Tenant provides notice to Landlord of its election not to exercise such Option(s) in accordance with this Section 2.2(B), Tenant shall lose all such Option(s) and waives all right to renew and shall have no recourse against Landlord for such loss. If Tenant does not exercise such Option(s) in accordance with this Section 2.2(B), but does exercise the option to renew the Commercial Lease, or if this Lease terminates prior to the expiration of the Commercial Lease for any other reason, including but not limited to pursuant to Section 18.2 following a Tenant Event of Default, the Stadium Rent under this Lease shall be added to the rent due under the Commercial Lease and the sum of the two shall become an obligation thereunder. During any such Option term, the terms, covenants and conditions of this Lease shall remain unmodified and in full force and effect, except for options that have been previously exercised (all of which expire upon exercise or lapse of any such option) and any such terms, covenants or conditions that are no longer applicable. The Initial Term plus the term of any Option exercised shall collectively be referred to in this Lease as the "Term" or the "Lease Term". At the expiration or earlier termination of the Term, the Stadium Parcel shall revert back to Landlord in accordance with Section 2.2(D). (C) Tenant's Right to Terminate. In addition to any other rights Tenant has hereunder, Tenant shall have the right to terminate this Lease if (i) within one hundred eighty (180) days after the Lease Commencement Date, the Possession Date has not occurred or DE has failed to vacate the Parent Tract, or (ii) as of the date that is thirty six (36) months after the Lease Commencement Date, Tenant or Subtenant have not received the Entitlements for the Soccer Stadium Development; provided, however, that Tenant may not terminate this Lease as aforesaid unless it simultaneously therewith terminates the Commercial Lease. Tenant must exercise its rights pursuant to this Section 2.2(C) by delivering written notice to the Landlord of such exercise within sixty (60) days after the date on which the applicable deadline expires. In such event, (i) Tenant shall ensure that all areas of the Parent Tract that were disturbed as a result of Tenant's 21 activities are capped with clean fill or other material in accordance with Environmental Law (as defined in the Construction Administration Agreement), and with respect to stormwater management, the areas of the Parent Tract that are disturbed shall be restored to the substantial equivalent of their pre -disturbance condition in accordance with Environmental Law, and (ii) this Lease shall terminate fifteen (15) days following Landlord's receipt of written notice of termination from Tenant (in which case, any and all construction materials located on the Stadium Parcel and not incorporated therein may be removed by Tenant within thirty (30) days thereafter and retained by Tenant). In the event that Tenant terminates this Lease in accordance with the provisions of this Section 2.2(C) and Tenant has commenced vertical construction of any individual building which constitutes a portion of the Improvements, then if requested by Landlord: (i) Tenant shall demolish the partially constructed building(s), (ii) Tenant shall restore the remainder of the Stadium Parcel upon which the applicable partially constructed building is located to its condition substantially equivalent to its condition as of the Lease Commencement Date, (iii) Tenant shall assign to Landlord, if necessary, any payment and performance bonds and any warranties pertaining to the partially constructed building, but only to the extent assignable, (iv) Tenant shall remove of record any liens, if any, against the Fee Estate, (v) Tenant shall obtain releases and lien waivers from all suppliers of labor and/or materials with respect to any work completed prior to the date of termination. Provided that Tenant satisfies its obligations under the immediately preceding sentence, Landlord will release the Security Deposit and any and all bonds, including any payment and performance bonds, provided in connection with the Improvements, and (vi) Tenant shall ensure that all areas of the Parent Tract that were disturbed as a result of Tenant's activities are capped with clean fill or other material in accordance with Environmental Law, and with respect to stormwater management, the areas of the Parent Tract that are disturbed shall be restored to the substantial equivalent of their pre -disturbance condition in accordance with Environmental Law. In the event Tenant shall terminate this Lease pursuant to the provisions of this Section 2.2(C), Tenant shall be obligated to terminate the Sublease and provide a schedule to Landlord of every license, concession or other grant of other similar occupancy rights with respect to the Stadium Parcel in effect as of the date of Tenant's termination of this Lease, and shall terminate every such license, concession or other grant except for those which Landlord requests that Tenant assign to Landlord, in which case Tenant shall use commercially reasonable efforts to effectuate such assignment(s), if applicable. (D) Return of Stadium. (i) The Stadium Parcel shall automatically revert to Landlord upon the expiration or termination of this Lease. If, at any time prior to the date that is thirty (30) days after the termination of this Lease, Landlord provides notice to Tenant requesting the demolition of the Stadium upon termination of the Lease, then Tenant shall be obligated to undertake the demolition and removal of the Stadium, at Tenant's expense, leaving the Stadium Parcel in appropriate condition for future development;. provided, however, that, if Tenant requested a change to the Permitted Use to allow uses other than the Permitted Uses set forth in this Lease and the City denies such request, then Tenant shall not have the obligation to demolish the Stadium upon termination of this Lease. (ii) Tenant shall have the right upon termination of this Lease, within sixty (60) days thereafter, to remove from the Stadium Parcel all movable property which is not permanently affixed to the structure and which is not owned by Landlord, including without 22 limitation all concession equipment and broadcasting equipment, whether or not such items are deemed movable and whether or not they are permanently affixed to the structure, provided that Tenant repair any damage caused by removal of such items to the reasonable satisfaction of Landlord. (iii) Should Landlord wish to retain the Stadium in its then -current form upon a termination of the Lease, except for the main Stadium scoreboard and all fixtures permanently affixed to the Stadium, owned by Tenant, and deemed necessary to operate and manage the Stadium (as may be identified by the Landlord in its sole discretion within thirty (30) days after the termination of the Lease), all remaining FF&E, such as furniture, computers, and intellectual property, shall remain the property of Tenant, Subtenant or Concessionaires and may be removed at the expiration or termination of the Lease. Any damage caused due to the removal of such FF&E shall be at the sole cost and expense of Tenant and any damage to the Stadium Parcel shall be promptly restored and repaired at Tenant's sole cost and expense. (iv) Tenant shall have the right to remove any such Trade Fixtures at the expiration or termination of the Term, provided Tenant has repaired or restored the area from which such Trade Fixture has been removed. (E) Landlord Rights Upon Holding Over. At the expiration of the Term, or any earlier termination of this Lease, Tenant shall yield up immediate possession of the Stadium Parcel (except as may be reasonably required to demolish the Stadium in accordance with Section 2.2(D)(i)) and the Improvements to Landlord. In the event that Tenant fails to do so, then in addition to such other rights and remedies as Landlord may have, Tenant shall pay to Landlord for the whole time such possession is withheld beyond the date of expiration or termination of this Lease, a sum per day equal to One Hundred Fifty Percent (150%) times 1/365th of the Stadium Rent paid or payable to the Landlord for the immediately preceding Lease Year. Such payment shall not, however, be deemed to grant further possessory rights to Tenant. (F) As Is/Where Is. Tenant hereby represents and warrants that Tenant (a) has concluded whatever studies, tests, inspections, evaluations, and investigations Tenant desires related to the Stadium Parcel, including title, survey, soil tests, environmental analyses, analyses of any zoning or land use restrictions, and inspection of the physical condition of the Stadium Parcel, and (b) subject to Tenant's right to terminate as provided in Section 2.2(C) above, has elected to proceed under this Lease based upon Tenant's own due diligence, without reliance upon any representations or warranties of Landlord of any kind or nature whatsoever, whether express or implied, other than those expressly contained in this Lease, and has accepted the Stadium Parcel on an AS IS/WHERE IS AND WITH ALL FAULTS basis. (G) Force Majeure Event. A Force Majeure Event shall not be applicable to Tenant's obligations (i) to pay Rent and Impositions and all other amounts due to Landlord under this Lease, (ii) to surrender the Stadium Parcel at the end of the Lease Term, (iii) to maintain insurance, (iv) to comply with its representations and warranties under this Lease, or (v) to commence and complete construction within the deadlines set forth in the Construction Administration Agreement. Subject to the foregoing, if a Force Majeure Event shall occur, the Party obligated to perform under this Lease shall be entitled to an extension of time equal to the amount of time of such Force Majeure Event, so long as such Party shall, as soon as reasonably 23 practicable, give notice to the other Party in writing of the causes thereof, articulating the measures the non -performing or delayed Party intends to take to mitigate such Force Majeure Event. Neither Party shall be liable for loss or damage, or deemed to be in default hereof, exclusively due to any such Force Majeure Event. For avoidance of doubt, Tenant may not claim both an Unavoidable Delay and a Force Majeure Event related to the same facts and circumstances. ARTICLE 3. RENT 3.1 Stadium Rent. (A) Stadium Rent during Construction Period. During the period commencing on the Construction Rent Date to, but not including, the Lease Rent Commencement Date, Tenant covenants and agrees to pay to Landlord each Lease Year rent in the amount of the Construction Rent. If (x) Tenant fails to achieve the Lease Rent Commencement Date prior to the fourth (4th) anniversary of the Lease Commencement Date and (y) Tenant exercises its right to extend Public Benefits Completion Deadline by twelve (12) months as provided in Section 2.10(F) of the Construction Administration Agreement and Section 5.4(C), then the amount of the Construction Rent shall increase to One Hundred Fifty Thousand Dollars ($150,000) for such twelve (12) month period (subject to proration upon achieving the Lease Rent Commencement Date pursuant to Section 3.2). (B) Rent after Construction Period. Commencing on the Lease Rent Commencement Date through the end of the Term, Tenant covenants and agrees to pay Landlord each Lease Year rent equal to the sum of Six Hundred Forty Five Thousand Dollars ($645,000), subject to adjustment pursuant to Section 3.4 (the "Stadium Rent"). 3.2 Payment of Stadium Rent. Commencing on the Construction Rent Date (as to the Construction Rent) and on the Lease Rent Commencement Date (as to Stadium Rent), and thereafter on the first day of each quarter of each Lease Year, Tenant shall pay the Construction Rent and Stadium Rent to Landlord in advance in lawful United States currency in equal quarterly installments in an amount equal to one-fourth (1/4th) of the Construction Rent or Stadium Rent, as applicable, for that Lease Year. If the Construction Rent Date or the Lease Rent Commencement Date, as applicable, occurs on a day other than the first day of a quarter, the Construction Rent or the Stadium Rent, as applicable, for the period from such date until the first day of the following quarter shall be prorated accordingly. The Rent shall be payable to City of Miami Department of Finance, Attn: Treasury Management/Receipts, 444 SW 2nd Avenue, 6th Floor, Miami, FL 33130, or at such other place and to such other person as Landlord may from time to time designate in writing, as set forth herein. 3.3 Intentionally Omitted. 3.4 Adjustment of Stadium Rent Payment. (A) Commencing with the Lease Year after the date on which the Completion of Construction of the Soccer Stadium Development occurs and for each additional anniversary thereafter, the Stadium Rent amount will be adjusted by the percentage increase from the prior year in the annual National Consumer Price Index ("CPI") for all Wage Earners & Clerical 24 Workers, U.S. City Average (All items: 1982-84=100) issued by the U.S. Department of Labor, Bureau of Labor Statistics or any successor agency of the United States that shall issue indices or data of similar type; provided, however, that: (i) in no event shall such adjustment result in a decrease in the Stadium Rent amount; (ii) no such increase shall be less than two percent (2%) or greater than four percent (4%) of the Stadium Rent applicable for the preceding Lease Year. If the Stadium Rent payable by Tenant for the period between the Lease Rent Commencement Date and the first day of the following quarter was prorated pursuant to Section 3.2, the adjustment of Stadium Rent for the next Lease Year shall be made as if there has been no such proration. (B) If any such CPI adjustment is to be made, then Landlord shall notify the Tenant in writing of the amount of the adjusted Stadium Rent amount for the applicable Lease Year commencing on the date of the adjustment, and if Landlord fails to so notify the Tenant prior to the commencement of such Lease Year, Tenant shall continue paying the previously applicable Stadium Rent amount until such time as notification in writing of the appropriate adjustment in the Stadium Rent amount, and within thirty (30) days thereafter, Tenant shall pay Landlord any deficiency in the Stadium Rent amount otherwise paid by Tenant prior to such notification. If CPI is discontinued during the Term and there is no successor index, "CPI" shall mean such other index as Landlord shall reasonably determine as replacing such index. 3.5 Security Deposit. Tenant shall deliver the Security Deposit to Escrow Agent by wire transfer simultaneously with its execution of this Lease. The Security Deposit shall provide security for the faithful performance by Tenant of all of the provisions of this Lease to be performed or observed by Tenant. Any Security Deposit held by Escrow Agent shall be held in an interest -bearing account in accordance with an Escrow Agreement at no cost to the City and in form and substance agreed upon by the Parties (the "Escrow Agreement"). The Escrow Agreement shall remain in effect for so long as this Lease remains in effect. Alternatively, the Tenant may provide the Security Deposit (and, if applicable, substitute the amount held pursuant to the Escrow Agreement) for an unconditional letter of credit issued by a financial institution satisfactory to the Landlord. To the extent that any balance related to such letter of credit is released to the Landlord, for any reason other than as a result of the Tenant's failure to faithfully perform all of the provisions of this Lease, then Landlord shall hold such balance in trust and, upon request of the Tenant, transfer such balance (or the amount not necessary to cure such default) to the Escrow Agent under an Escrow Agreement or the financial institution providing a replacement unconditional letter of credit. If Tenant has performed all its obligations hereunder, the Tenant shall be entitled to a return of the Security Deposit then held in trust, in escrow, or otherwise, as applicable, at the expiration or earlier termination of the Term. 3.6 Default Interest. If any Rent or other amount is not paid when due and payable, subject to any applicable notice and cure period, then such unpaid Rent or other sums shall bear interest at the Default Rate from and after the date when same became due and payable (without regard to any cure period) until the date paid. Such interest payment shall be deemed to be additional rent and shall not be deemed consent by Landlord to late payments, nor a waiver of Landlord's right to insist upon timely payments at any time, nor a waiver of any right or remedies to which Landlord is entitled as a result of the late payment. 3.7 Rent To Be Without Deduction/Net Lease. 25 (A) Tenant shall pay Construction Rent and Stadium Rent without offset, defense, claim, counterclaim, reduction, or deduction of any kind whatsoever. Landlord shall not be called upon or be required or responsible to make any expenditure for the maintenance, repair, replacement, remediation (subject, however, to the terms of Article 4 of the Construction Administration Agreement), or preservation of all or any portion of the Stadium Parcel. Tenant's obligations to pay Rent are covenants independent of Landlord's obligations under this Lease. (B) Unless otherwise expressly provided in this Lease, all monetary obligations of Tenant to Landlord under this Lease, of any type or nature, other than Construction Rent and Stadium Rent, shall be denominated as additional rent. Except as otherwise provided, all additional rent payments are due ten (10) days after delivery of an invoice. Landlord shall have the same rights and remedies for defaults in the payment of additional rent as provided in this Lease for defaults in the payment of Construction Rent and Stadium Rent. (C) Tenant shall, contemporaneously with payment of Construction Rent or Stadium Rent, pay to Landlord any sales, use, or other tax (excluding state and federal income tax) now or hereafter imposed on any Rent due under this Lease. Without limiting the foregoing, Tenant shall pay any applicable sales tax, documentary stamp taxes and/or intangible taxes or any applicable tax now or hereafter imposed which might be payable, owed, claimed, assessed or due in connection with this Lease (including any Rent payments) and will indemnify, defend (at its sole cost and expense), and hold Landlord harmless from and against any claims relating to the payment, imposition or collection of such taxes, including attorneys' fees incurred by Landlord. 3.8 Audit. (A) Audit by Tenant. With respect to Sponsorship Receipts and Stadium Capex Account (but only if applicable), Tenant shall deliver or cause to be delivered within one hundred eighty (180) days after the end of each Lease Year to the City's Department of Real Estate and Asset Management, currently located at 444 SW 2 Avenue, Suite 325, Miami, Florida 33130, a certification prepared and certified by the Auditor, certifying that: (i) it made a complete examination of the books of Tenant to confirm (1) the amount of Sponsorship Receipts, and (2) the amount contributed to and deducted from, and the balance of, the Stadium Capex Account, and (3) that the Stadium Capex Account and moneys on deposit therein are in compliance with Section 10.2 herein and (ii) such statement is prepared in accordance with generally accepted accounting principles and practices for the period indicated therein (on an accrual basis). Tenant shall also deliver to Landlord within one hundred eighty (180) days after the end of each Lease Year, a certificate certifying that the information provided to and reviewed by the Auditor is true, correct, and complete in all respects. Within twenty (20) days after the delivery of such Auditor certificate, (i) Tenant shall cause IMS to pay to Landlord any unpaid balance or underpayment of the Sponsorship Payment, if any. Landlord shall credit any overpayments, if any, towards next accruing Sponsorship Payment, and (ii) Tenant shall contribute to the Stadium Capex Account any deficient contributions to the Stadium Capex Account. For the avoidance of doubt, audit rights with respect to City Surcharges shall be governed by the applicable provision of the Code. (B) Landlord's Remedies for Failure to Deliver Audit. In the event Tenant fails to prepare or deliver the required Auditor certificate to Landlord within the time set forth in subparagraph 3.8(A) above, Landlord, upon thirty (30) days' written notice to Tenant, may elect 26 to exercise either or both of the following remedies: (i) to treat any continuing omission as a default of this Lease, subject to applicable notice and cure periods specified in Article 18; and/or (ii) to cause an audit and/or accounting pursuant to the provisions of this Lease to be made by any auditor of Landlord's choosing at the sole cost and expense of Tenant. Such audit shall be binding on Tenant. Tenant shall pay the reasonable cost of such audit within thirty (30) days of receipt of an invoice for same. (C) Audit by Landlord. In addition to the audit rights specified in subparagraph 3.8(A) above, Landlord shall have the right, upon fifteen (15) days' prior written notice to Tenant, to cause a complete audit by a nationally recognized auditor and/or City's Independent Auditor General (as appointed pursuant to Section 2-66 of the Code) to be made of the accounting records of Tenant in connection with Sponsorship Receipts and, if applicable, the Stadium Capex Account. Any such audit shall be made at Landlord's sole cost and expense and must be completed within eighty-four (84) months. If such audit shall disclose an underpayment of Sponsorship Receipts and, if applicable, Stadium Capex Account, Tenant shall pay Landlord any unpaid balance within thirty (30) days of receipt of notice from Landlord that such balance is due. If such audit shall disclose an overpayment, Tenant shall credit such overpayment towards next accruing Sponsorship Receipts and, if applicable, Stadium Capex Account payments. (D) Continuing Right to Examine. The acceptance by Landlord of payments of Sponsorship Receipts and maintenance of the Stadium Capex Account, if applicable, shall be without prejudice to Landlord's right to conduct an examination of Tenant's financials pertaining to its calculations of Sponsorship Receipts and Stadium Capex Account, if applicable. Neither the receipt by Landlord of any statement or any payment of Sponsorship Receipts and maintenance of Stadium Capex Account, if applicable, for any period, nor the failure of Landlord to make any audit for any such period shall bind Landlord as to the correctness of any statement or payment, bar Landlord from collecting at any time thereafter the correct amount due for such period. Notwithstanding the foregoing, Landlord shall not re-examine an accounting period which has previously been audited or go back beyond thirty six (36) months, unless it has reasonable cause to do so, such as discovery of new information, existence of possible inaccuracies, and/or governmental requirements, etc. 3.9 Rent Payment Prior to Debt Payments. Tenant shall be required to pay Rent to Landlord prior to paying any debt related to the Project of Tenant, IMS, IMCF or MBU. This Section 3.9 shall not be deemed a modification or limitation of the rights granted to the Leasehold Mortgagee pursuant to leasehold mortgage provisions set forth in Article 15. ARTICLE 4. PAYMENT OF TAXES AND ASSESSMENTS 4.1 Tenant's Obligation for Impositions. Tenant shall pay or cause to be paid all Impositions, when and as due and payable (and in all events before any fine, penalty or interest may be added thereto), including, but not limited to, any real estate tax, sales and/or use tax, ad valorem tax, non -ad valorem tax, intangible tax, any other tax enacted by general law and applicable to operations or leasehold, or similar Impositions which at any time during the Term of this Lease are due and owing or have been, or which may become, a lien on the Stadium Parcel or 27 the Improvements or the Easement or any easements located on or adjacent to the Parent Tract and benefitting the Stadium Parcel (but with respect to such easements, including the Easement, only to the extent the Imposition is attributable to the use by Tenant); provided, however, that: (A) If any Imposition (for which Tenant is liable hereunder) may by law be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), at the option of Tenant, Tenant may pay the same in installments, including any accrued interest on the unpaid balance of such Imposition, provided that Tenant shall pay those installments which are to become due and payable after the expiration of the Term, but which relate to a fiscal period fully included in the Term. (B) If any Imposition for which Tenant is liable hereunder relating to a fiscal period, a part of which period is included within the Term and a part of which is included in a period of time after the expiration or termination of the Term, such Imposition shall be adjusted between Landlord and Tenant as the case may be, as of the expiration or termination of the Term so that Tenant shall pay only that portion of such Imposition that is applicable to the period of time prior to expiration or termination of the Term, and Landlord shall pay the remainder thereof if it is otherwise obligated to do so. (C) If any Imposition attributable to the period prior to the Possession Date or after the expiration or earlier termination of the Tenn, it shall be the sole responsibility and obligation of Landlord. (D) Nothing herein shall be interpreted to mean that there are any Impositions applicable to the Stadium Parcel or any portions of the Improvements owned by the City. (E) Tenant shall not be responsible for, and the City shall not impose any, Targeted Taxes on Tenant. (F) If any Imposition is imposed on Landlord (for which Tenant is liable hereunder), Tenant shall, upon Landlord's demand therefor, pay such Imposition to Landlord or the taxing authority, as directed by Landlord. 4.2 Contesting Impositions. Upon prior written notice to City, Tenant shall have the right to contest, at its sole cost, by appropriate legal proceedings diligently conducted in good faith, the amount or validity, in whole or in part, of any Imposition for which Tenant is or is claimed to be liable (a "Contest"). During a Contest, Tenant may defer payment of an Imposition, provided that Tenant causes the following conditions (collectively, the "Contest Conditions") to remain satisfied (and any dispute about Tenant's satisfaction of the of the Contest Conditions shall be resolved by arbitration pursuant to Article 20): (A) No Liability. Such deferral creates no material risk of a lien, charge, or other liability of any kind against the Fee Estate, unless Tenant has given Landlord a bond, letter of credit, or other security reasonably satisfactory to Landlord (the "Contest Security") equal to the reasonably estimated amount of such lien, charge, or other liability. (B) No Forfeiture. Such deferral will not place the Fee Estate in material danger of being forfeited or lost. 28 (C) No Cost to Landlord. The prosecution of every Contest shall be without cost, liability, or expense to Landlord. (D) No Event of Default. No Event of Default shall exist under this Lease at the time of such Contest. (E) Payment. If required for such Contest, Tenant shall have paid the Imposition or other required sum. (F) No Tax Deed. If, at any time, payment of any Imposition is necessary to prevent the imminent (i.e., within 30 days) delivery of a tax deed of the Fee Estate for nonpayment, then Tenant shall pay or cause to be paid the sums in sufficient time to prevent delivery of such deed. (G) Named Parties. If Landlord has been named as a party in any action, then Tenant shall cause Landlord to be removed as such party and Tenant substituted in Landlord's place, if permissible under the circumstances; however, if, in order to prosecute a Contest, the Landlord must, as a matter of law, be a named party to such proceeding or the failure to include the Landlord would materially and negatively impact the prosecution of such Contest, then Landlord will consent to being a party to such action and reasonably cooperate with the Tenant on such prosecution so long as Tenant complies with the Contest Conditions. 4.3 Miscellaneous. Tenant shall be entitled to any refund of any Impositions (and penalties and interest paid by Tenant), to the extent attributable to the periods during the Term, whether such refund is made during or after the Term. When Tenant concludes Tenant's Contest of any Impositions as permitted pursuant to Section 4.2, Tenant shall pay the amount of such Impositions (if any) as has been finally determined in such Contest to be due, to the extent attributable to periods during the Term, and any costs, interest, penalties, or other liabilities in connection with such Impositions. 4.4 Contest Security. Landlord shall promptly release any Contest Security to Tenant after the Contest has been resolved and Tenant has performed its obligations and made all required payments, if any, as determined by such resolution. Landlord shall hold the Contest Security in the same manner as the Security Deposit. 4.5 Sales Tax During Construction. If requested by Tenant during construction of the Stadium Parcel, Landlord and Tenant shall take all reasonable steps, at Tenant's sole cost and expense, to establish and maintain any applicable exemptions from Florida sales and use tax for items of tangible personal property and taxable services used to construct the Improvements. 4.6 Payment in Lieu of Taxes. Tenant shall pay Landlord an annual payment in lieu of taxes ("PILOT") during any period after the Possession Date that the Stadium Parcel and Improvements is deemed exempt from ad valorem taxes in an amount equal to the last year's taxes payable to City of Miami (or any other governmental body or agency making a claim upon City of Miami for its portion of such taxes) prior to the exempt status. The PILOT will increase on each anniversary of the Lease Commencement Date at a rate equal to the lesser of three percent (3%) or the positive change in the CPI, as calculated pursuant to Section 3.4. If Tenant is required to 29 pay ad valorem taxes on any portion of the Stadium Parcel or Improvements, it shall not be required to pay the PILOT on any such portion. 4.7 Creation of Separate Tax Parcels. Prior to Completion of Construction of any Improvements, the Tenant and Landlord hereby agree to work cooperatively and in good faith to establish separate tax folios by legally acceptable means, as between the Tenant and Landlord, with respect to the Development Parcel, Stadium Parcel and Public Park Parcel. ARTICLE 5. CERTAIN PROVISIONS CONCERNING DEVELOPMENT OF LAND AND CONSTRUCTION OF IMPROVEMENTS 5.1 General Statement Concerning Development of the Soccer Stadium Development. Tenant shall cause the Soccer Stadium Development to be constructed on the Stadium Parcel substantially in accordance with the Construction Administration Agreement and the Stadium Development Concept and within the timelines set forth therein. From and after the completion of any of the Improvements, Tenant shall not use or operate any of such completed Improvements, during the Term, for any use other than the Permitted Uses. 5.2 Construction Cooperation. Tenant acknowledges, accepts and agrees that the City's execution of this Lease as Landlord is solely with respect to City's ownership of the Fee Estate. In no event shall the terms of this Section 5.2 or any other provision in this Lease or any provision in any of the Ancillary Agreements ever bind the City to issue any Permit acting in its regulatory capacity. 5.3 Tenant's Facilities to be Constructed at No Cost to City. Notwithstanding anything herein to the contrary, Landlord shall not be responsible for any costs and expenses associated with or related to the Improvements contemplated for the Stadium Parcel, including, but not limited to, the design, development, construction, capital replacement, operation and/or maintenance of the Soccer Stadium Development. To the extent that Tenant seeks federal or state economic incentives for the construction and development of the Improvements, the City shall not be responsible for any matching contribution which may be required as part of such economic incentives. 5.4 Termination Rights by City for Failure to Commence Construction or Complete Construction; Extension Fee. (A) For purposes of City control and public benefit, the development work for the Soccer Stadium Development will be performed in accordance with the Construction Administration Agreement and the timelines set forth therein. (B) Termination Rights of City for Failure to Commence Construction or Complete Construction. (i) In the event Tenant fails to Commence Construction of the Environmental Work and Stadium by the Commencement of Construction Deadline (as defined in Section 2.10(B) of the Construction Administration Agreement) (but subject to, to the extent applicable, the provisions thereof as to Unavoidable Delays), such failure shall be deemed an Event 30 of Default and Landlord will have, as its sole and exclusive remedy under this Lease with respect to such Event of Default, the right to (v) terminate this Lease and the Commercial Lease, (w) take possession of the Development Parcel and Stadium Parcel; (x) retain the Security Deposit under this Lease and the Commercial Lease; (y) retain any portion of the Community Benefits Payments paid to the City prior to the date on which the City terminates this Lease; and (z) recover from Tenant any unpaid portion of the Community Benefits Payment that had become due under Section 3.5 of the Construction Administration Agreement, but not paid by Tenant prior to the date it was due. (ii) In the event Tenant (or its Subtenant under the Stadium Lease) fails to Complete Construction of the Public Benefits by the deadline set forth in Section 2.10(B) of the Construction Administration Agreement (but subject to, to the extent applicable, the provisions thereof as to Unavoidable Delays and the provisions for Extension Options in Section 5.4(C) of this Lease and for extension option(s) in Section 5.4(B) of the Commercial Lease), such failure shall be deemed an Event of Default, and Landlord will have, as its sole and exclusive remedy under this Lease with respect to such Event of Default, the right to (v) terminate this Lease, Commercial Lease, and the Ancillary Agreements; (w) take possession of the Development Parcel and Stadium Parcel; (x) retain the Security Deposit under this Lease and the Commercial Lease; (y) retain any portion of the Community Benefits Payments paid to the City prior to the date on which the City terminates this Lease; and (z) recover from Tenant any unpaid portion of the Community Benefits Payment that had become due under Section 3.5 of the Construction Administration Agreement, but not paid by Tenant prior to the date it was due. (C) Extension Option. Notwithstanding anything in this Section 5.4 or the Construction Administration Agreement to the contrary, Tenant shall have the option to extend the Public Benefits Completion Deadline (as defined in the Construction Administration Agreement) (an "Extension Option") as set forth in Section 2.10(F) of the Construction Administration Agreement in accordance with the terms set forth herein. To the extent properly exercised in the manner set forth in this Section, the exercise of the Extension Option shall extend the applicable deadline by twelve (12) months. The exercise of an Extension Option shall only be effective on, and in strict compliance with, the following terms and conditions: (i) Such notice of Tenant's exercise of an Extension Option (the "Extension Notice") shall be given by Tenant to Landlord prior to the expiration of the Public Benefits Completion Deadline set forth in Section 2.10(F) of the Construction Administration Agreement. (ii) At the time of Tenant giving Landlord notice of its election to extend the applicable deadline, this Lease shall be in full force and effect and there shall be no Event of Default. (iii) Tenant shall pay to Landlord, contemporaneously with its delivery of an Extension Notice, the Extension Fee. The Extension Fee shall be non-refundable to Tenant. (D) Intentionally Deleted. 5.5 Easements. 31 (A) The City hereby grants to Tenant the following easement with respect to the Parent Tract, which shall not be effective until the Possession Date (the "Easement"): (i) of Exhibit "I". an easement for ingress and egress to the Stadium Parcel, in the form The Parties to this Lease shall take such necessary steps as are required to give proper effect to such Easement and any other easements for any land underlying any of the Public Infrastructure as shall be reasonably requested by Tenant in order for Tenant to improve such land in the manner contemplated by this Lease; provided, however, that the foregoing shall not waive any requirement under Applicable Law to obtain City Commission approval for any other easements or other interests in land or for any amendment or modification to the Easement. For the avoidance of doubt, if this Lease is terminated pursuant to Sections 5.4(B)(i) or 5.4(B)(ii), then the Easement set forth above shall be deemed null and void. 5.6 Ownership of the Stadium and the Stadium Parcel. The Stadium Parcel shall be owned in fee simple by Landlord. No estate, tenancy, or other real property interest is conveyed to Tenant other than as expressly set forth herein. The Improvements and material and equipment provided by Tenant that are incorporated into or become a part of the Soccer Stadium Development (i.e., immovable fixtures) shall, upon being added thereto or incorporated therein, and the Soccer Stadium Development itself, be and remain the property of Tenant or its Subtenant, Licensee and Concessionaires for the Term of the Lease or termination thereof by the Landlord pursuant to Article 18. At the expiration or termination of the Term of this Lease, all such Improvements and immovable fixtures (specifically excluding the personal property title to fixtures of Tenant and Subtenant, Licensee or any Concessionaire as further specified in, and subject to, Section 2.2(D)) shall automatically pass to, vest in, and become the absolute property of Landlord in fee simple, and free and clear of all encumbrances other than (a) any liens assessed but not yet due and payable for which Tenant shall remain obligated to pay to the extent that they are allocable to the period prior to the termination of this Lease), (b) any rights granted hereunder surviving an early termination of this Lease (i.e., prior to the stated expiration date of the Term), and (c) any permitted title exceptions and any other title matters consented to in writing by Landlord during the Term. Subject to Section 2.2(D), if requested, Tenant will convey the Improvements to Landlord by special warranty deed upon the expiration or sooner termination of this Lease and title thereto shall vest solely in Landlord without payment of any nature to Tenant. 5.7 Permitted Uses. (A) Tenant agrees, for itself and its permitted successors, assigns and subtenants, that the Stadium Parcel shall be used only for the Permitted Uses. Tenant shall not have the right to use the Stadium Parcel for any other use other than the Permitted Uses, unless such other use (or uses) is/are permitted through a public referendum approved by the City's residents. In the event the City's residents approve, by public referendum, another use (or uses) of the Stadium Parcel in addition to the Permitted Uses, Tenant shall have the automatic right to use the Stadium Parcel for such use (or uses) approved by such public referendum without the necessity of any act or execution of any additional instruction or any amendment to this Lease and the defined term "Permitted Uses" shall include such other use (or uses) approved by public referendum. Permitted Uses shall include, without limitation, the exclusive right to exhibit, market 32 and promote, schedule and play Home Matches in the Stadium, to authorize, market and promote and/or stage other Stadium Events in accordance with all Applicable Laws, and enter into contracts, retain vendors and otherwise take all other actions reasonably necessary and desirable to exploit the exclusive rights set forth herein, as long as such events and actions do not materially and adversely interfere with the principal purpose of the Stadium as an MLS stadium, and to collect, receive and retain any and all revenue related thereto. (B) The Parties agree that the Permitted Uses of the Stadium and those uses ancillary to the Stadium shall include (by way of example and not limitation) the following rights to use, manage, operate and permit designated third parties to use the Stadium and the Stadium Parcel: (i) The right to exhibit, promote, schedule and play Home Matches, clinics, promotions and fan activities, and/or stage other Stadium Events, and to set the terms, conditions, pricing and parameters of admittance thereto (provided, however, that this Section 5.7 shall not limit IMS or IMCF from hosting a limited number of Home Matches in other locations pursuant to the Non -Relocation Agreement); (ii) The right to license and operate luxury suites, club suites, party suites, stadium clubs, dining clubs, bars and other premium areas on a year-round basis and the right to sell or grant rights to purchase future tickets for reserved seats, club seats and luxury suites, including personal seat licenses; (iii) The right to license and operate any and all bars, restaurants, food courts, food service facilities, food trucks, game rooms, museums, business centers and/or other retail and entertainment facilities or enter into liquor, food service or other licenses in connection with any such facilities and the right to offer public tours of the Stadium; (iv) The right to establish the prices, rates, fees or other charges for goods, services or rights, including, without limitation, concessions and ticket charges; (v) The right to license and operate retail merchandise store or stores; (vi) The right to license and operate the sale of food, alcoholic beverages, non-alcoholic beverages, souvenirs and other items normally considered "concessions" for a professional sports team or in connection with other permitted Stadium Events; (vii) Subject to compliance with all Applicable Laws, the right to display, control, conduct, license, permit, sell and enter into agreements regarding the display of advertising, sponsorship and promotional activity, Signage, designations (including "pouring rights" or similar designations), rights of exclusivity and priority, and messages and displays of every kind and nature, whether now existing or developed in the future, including but not limited to permanent, non -permanent and transitory Signage or advertising displayed on permanent or non -permanent advertising panels or on structures, fixtures or equipment (such as scoreboard or canopy advertising) whether within or on the exterior of the Stadium or elsewhere in or around the Stadium or the Stadium Parcel; audio or video public address advertising and message board advertising; programs; virtual advertising; sponsor -identified projected images; advertising on or in schedules, admission tickets and yearbooks; all other print and display advertising; promotional 33 events sponsored by advertisers; advertising display items worn or carried by concessionaires or personnel engaged in the operation of any Stadium Event; logos, slogans, uses of trademarks or other forms of advertising affixed to or included with cups, hats, clothing, soccer equipment or other items; field -related advertising; and other concession, promotional or premium items; provided, however that any such activity shall comport with community standards of decency; (viii) The right to own and license the Stadium and Stadium Parcel name, and the rights to create, use, promote and commercialize any representation of the Stadium or the Stadium Parcel, in whole or in part, or the name or contents thereof, for licensing, promotional, publicity, general advertising and other suitable purposes, including, without limitation, the creation, use, promotion and commercialization of text, data, images, photographs, illustrations, animation and graphics, video or audio segments of any nature, in any media or embodiment, now known or later developed, and all other rights of marketing and advertising, exploitation, in any format, now known or later developed, and associated promotional opportunities; provided, however, that any such activity shall comport with the standards set forth pursuant to Section 9.7; (ix) The right to license any and all trademarks, service marks, copyrights, names, symbols, words, logos, colors, designs, slogans, emblems, mottos, brands, designations, trade dress, domain names and other intellectual property (and any combination thereof) in any tangible medium; (x) The right to transmit, broadcast, telecast, cablecast, webcast, stream, podcast, e-mail, distribute or otherwise disseminate, via any forms of technology or communication now known or hereafter created, all Stadium Events, and all data and information related thereto, for preserving, transmitting, disseminating or reproducing for hearing or viewing Stadium Events and descriptions or accounts of or information with respect to Stadium Events, including via internet, radio, television broadcasting, print, film, photograph, video, tape reproduction, satellite, closed circuit, cable, digital, broadband, DVD; satellite, pay television and all comparable media now existing or hereafter developed; (xi) The right to license or otherwise contract regarding the use of space on the roof or in other locations with telecommunications service providers for the permanent placement of antennae and equipment, subject to review and approval by Landlord (such approval not to be unreasonably conditioned, withheld or delayed) and compliance with all Applicable Laws; (xii) The right to operate the offices for IMS or IMCF and any of its Concessionaires; (xiii) The right to employ or retain (as agents, employees or independent contractors), suspend, terminate, supervise and control, in accordance with applicable laws, all personnel (whether full-time, part-time or temporary) that Tenant determines to be necessary, including, without limitation, ticket sellers, ticket takers, ushers, medical personnel, maintenance crews and security personnel (other than public safety personnel), and determine the compensation, benefits and other matters in connection with such personnel; 34 (xiv) The right to market and promote Stadium Events and identify and contract with all contractors and vendors in connection with the ticket operations, concessions and advertising relating thereto; (xv) The right to control the issuance of all credentials for Stadium Events; (xvi) The right to license, operate and conduct such other lawful activities associated with MLS, IMS, IMCF or their business; (xvii) The right to construct, operate, and display onsite and offsite premise Signage on the interior, exterior or other portions of the Stadium Parcel as Tenant deems necessary and desirable so long as such Signage comports with the standards set forth pursuant to Section 9.7; (xviii) The right to undertake such other uses as permitted by the Approved Special Area Plan or otherwise permitted under Applicable Law as ancillary to the Stadium, including the provision of parking, storage of maintenance equipment and supplies in connection with the operation of the Stadium, and other uses reasonably related to any of the rights set forth in this Section 5.7 and not inconsistent with any of the foregoing; and (xix) The right to sell, license or otherwise grant naming rights related to any structure within, or portion of, the Stadium Parcel. (C) Environmental Compliance. During the Term, Tenant shall ensure compliance with the provisions of Article 4 of the Construction Administration Agreement applicable to the Stadium Parcel, which provisions are incorporated herein and made a part hereof. The foregoing is not intended to limit, and Tenant hereby confirms its obligation to obtain an NFA with respect to the Parent Tract pursuant to Section 4.1(B) of the Construction Administration Agreement. (D) City Events. (i) City Event Dates. During the Term, Landlord shall have the right to use portions of the Stadium (other than the Exclusive Areas; provided, however, that the Parties shall work in good faith to permit limited access to all or portions of the Exclusive Areas set forth in (iii), (iv), or (vii) of the definition thereof, as reasonably necessary, for the conduct of City Events; and provided further that, for the avoidance of doubt, to the extent the Team grants Stadium tours of all or portions of the Exclusive Areas, the Team shall make such Exclusive Areas accessible for City Events on analogous terms) for City -sponsored civic -oriented events, including, but not limited to municipal, holiday, performing arts, nonprofessional sports and musical events, but expressly excluding professional sports and commercial performances that would compete with Stadium Events ("City ,Events"). Landlord shall be permitted to host City Events for up to two (2) playing field events for four (4) total days and six (6) non-playing field events for six (6) total days for every Lease Year. (ii) Scheduling of City Events. 35 (1) The Tenant, IMS, and IMCF shall have absolute priority to use, or permit third parties holding Stadium Events to use, the Stadium and the Stadium Parcel on the following dates: (i) all MLS Reserved Dates; (ii) in the case of any other amateur, college or professional sports team that has committed to play games at the Stadium or Stadium Parcel (a "Sports User"), all dates that have been scheduled (or rescheduled) for, or that such Sports User is required to reserve for the scheduling of, its home games, under the applicable rules of its league, conference or other governing body; (iii) all other dates reserved for Stadium Events by Tenant or IMS and IMCF that have previously been scheduled and are committed to take place at the Stadium or the Stadium Parcel; (iv) all dates that have been included in bids for prospective Stadium Events; (v) a reasonable number of dates that have been reserved for the attraction of other prospective Stadium Events; and (vi) any dates reasonably reserved to accommodate set-up and break down time for any of the foregoing or reasonably expected repair of the Stadium collectively, "Reserved Dates"). (2) If the Landlord wishes to reserve a date for a City Event (a "City Reserved Date"), it shall use its best efforts to deliver to Tenant written notice requesting such date at least sixty (60) days before the proposed date of the City Event, but not more than one hundred eighty (180) days before the proposed date of the City Event. Such notice shall set forth the requested City Reserved Date(s) and shall identify, in reasonable detail, the nature of the City Event, the areas of the Stadium or Stadium Parcel the Landlord expects to use, the terms of admission (including ticket prices payable to a designated charity), the expected attendance, any special security or other arrangements that are anticipated, and any other information reasonably necessary for the Tenant to perform its duties under this Agreement. The Tenant agrees to work cooperatively with the Landlord, when possible, to accommodate scheduling of City Event Dates. If Landlord delivers written notice requesting a City Reserved Date less than sixty (60) days before the proposed date of the City Event or more than one hundred eighty (180) days before the proposed date of the City Event, Tenant shall use good faith, commercially reasonable efforts to accommodate the Landlord request for such City Reserved Date so long as such date does not conflict with a Reserved Date. (3) If MLS shall establish, or change, the date for a MLS Event to a City Reserved Date, or any other league, conference or governing body shall establish or change the date for a home game of any other Sports User to a City Reserved Date, then such date shall no longer be reserved for the Landlord, and the Tenant shall promptly notify the Landlord of such change and reschedule the City Event to a date that is not a Reserved Date. The Tenant shall cooperate with the Landlord and use diligent efforts to minimize the disruption from such rescheduling and to assist the Landlord in rescheduling the cancelled City Event. If a City Event is cancelled pursuant to this Section 5.7(D), and no date can reasonably accommodate a re- scheduling of the City Event within ten (10) days, the Landlord shall not be liable for City Event Expenses incurred by the Tenant leading up to theoriginal date of the City Event and Tenant shall reimburse Landlord for any actual losses incurred by Landlord as a result of Tenant canceling or rescheduling such City Event. Any payments for City Event Expenses made by the Landlord to the Tenant prior to a scheduled City Event which is cancelled pursuant to this Section 5.7(D) shall be credited by the Tenant to the Landlord (to the extent Tenant has not incurred related expenses to a third party on behalf of such City Event) and such credit may be used by the Landlord towards any City Event Expenses incurred with respect to the re -scheduled City Event; however, if no date can reasonably accommodate a re -scheduling of the City Event within thirty (30) days, then such 36 payments shall be reimbursed to the Landlord (to the extent Tenant has not incurred related expenses to a third party on behalf of such City Event). (4) The Tennant may reject any proposed City Event if: (i) the Tenant reasonably believes the usage presents an unacceptable risk of material damage to the playing field, such that the playing field is deemed unusable by MLS Rules and Regulations and unable to be repaired for the subsequent MLS Event following any proposed City Event; (ii) the usage would violate MLS Rules and Regulations; or (iii) the City Event is incompatible with any major sponsorship or other advertising or promotional arrangements connected with the Stadium or IMS and IMCF. (iii) City Event Expenses. Tenant (or its sublicensed vendors) will be responsible for staffing, managing, and operating the Stadium during all City Events. The Landlord shall reimburse the Tenant, or cause the Tenant to be reimbursed, for all actual costs and expenses incurred in connection with or attributable to the use of the Stadium or Stadium Parcel for a City Event, including: (a) the cost of insurance; (b) all costs relating to the set-up and breakdown for the City Event; (c) all costs for ticket takers, ushers, security personnel, facility and system operators, janitorial personnel and other personnel working at the City Event; (d) utility expenses, additional insurance and post -event clean-up expenses of the Stadium or Stadium Parcel; (e) the costs for repairing damage to the Stadium or Stadium Parcel caused on the City Event Date or otherwise arising from the City Event (except for ordinary wear and tear); and (f) all costs associated with ticketing for the City Event (collectively, "City Event Expenses"). Upon request by the Landlord, prior to a City Event, the Tenant will provide the Landlord with at -cost personnel rates for such City Event. Except for such reimbursement of City Event Expenses incurred by Tenant in connection with City Events, Landlord shall have the right to retain all revenues from such City Events; provided, however, that while a City Event may generate revenue if such City Event is for a public purpose, the City shall not be permitted to create City Events that would compete with Tenant's Stadium Events. The Landlord will provide and pay for proper security and public safety personnel with respect to its City Events. (iv) City Event Use Agreement. Prior to each City Event, the Landlord (or, to the extent applicable, the designated charity to benefit from the City Event) shall enter into a use agreement with the Tenant (a "City Event Use Agreement"). Such City Event Use Agreement shall, at a minimum, contain the following provisions: (1) an agreement by the Landlord or charity to indemnify, defend, protect, and hold harmless the Tenant and its indemnities from and against any and all Losses of any nature resulting from, arising out of or in connection with the City Event or the use of the Stadium or Stadium Parcel on a City Event Date; (2) a requirement that the Landlord or charity shall obtain (or cause to be obtained) and provide the Tenant with evidence at least seven (7) Business Days prior to any scheduled City Event that it has obtained (or caused to be obtained) insurance with respect to the City Event comparable to the insurance required by the Tenant of users making comparable use of the Stadium or Stadium Parcel (including deductible and retention amounts), which insurance shall name each of the Tenant, IMS, and IMCF and their respective Affiliates as an additional insured and loss payee, as appropriate; 37 (3) a requirement that the Landlord or charity comply, and cause its invitees to comply, with generally applicable policies established by the Tenant for the Stadium or Stadium Parcel, including those regarding crowd control, security, access, building operations and broadcasting; (4) an agreement by the Landlord or charity not to operate or permit any Person to operate any concessions in or upon the Stadium or Stadium Parcel at any time, except that the Landlord or charity shall have the right to sell, duplicate and distribute non- perishable hard and soft concession items that are specifically and exclusively related to the particular City Event and that are supplied by or on behalf of the Landlord or charity and do not contain any advertising or sponsor identification for a direct competitor of the Team's naming rights and cornerstone or similar level partners for the Stadium; provided that the Landlord or charity shall use or cause to be used, on an exclusive basis, the Tenant's Concessionaires for all such sales; (5) an agreement by the Landlord or charity to return the Stadium and Stadium Parcel to the same condition that existed prior to the City Event; (6) deposit, or other customary conditions to ensure payment, to the Tenant of the City Event Expenses for the City Event; and (7) any independent promoter or sponsor of a City Event shall join the Landlord or charity in executing a City Event Use Agreement, and shall be bound thereby to the same extent as the Landlord or charity. (v) The City is self -insured for all liability claims and related expenses pursuant to Section 768.28, Florida Statutes. (E) City Tickets. Tenant shall make available to Landlord six (6) tickets with three (3) parking passes for every Stadium Event during the Term. The tickets and parking provided to Landlord hereunder shall be used in accordance with Applicable Law and only for tourism promotion and economic development purposes. In addition to the foregoing, during every MLS season taking place during the Term, Tenant shall donate an average of fifty (50) tickets and twenty-five (25) parking passes per Home Match to be contributed to local youth programs to be designated by Landlord; provided, however, that any tickets or parking passes that the Team contributes to community outreach programs pursuant to MLS WORKS or a similar MLS community outreach program shall be credited against this obligation. (F) Improvements to be Open to Public. As a general matter, the Stadium Parcel is intended to be "open to the public" as much as practical. Accordingly, during the Term, the Stadium Parcel shall be open to the general public without discrimination, subject to reasonable operational rules, regulations and restrictions typically imposed by operators of stadiums similar to the Stadium; provided, however, that: (i) the businesses operating on the Stadium Parcel may charge fees for goods, commodities or services (including, without limitation, Stadium Events) as they may establish from time to time, so long as such services are made available to the general public on a nondiscriminatory basis upon the payment of such fees; (ii) Tenant may operate or allow the operation of membership clubs (unless they are specifically listed in the Commercial 38 Lease as Prohibited Uses) which may charge membership fees, so long as such clubs are made available to the general public on a nondiscriminatory basis upon the payment of such membership fees; and (iii) nothing contained herein shall be deemed to require public access to any areas not typically made available to the public (e.g., service areas, storage areas, "back of the house" areas, etc.). (G) Safety. Tenant shall take commercially reasonable actions to ensure that the Stadium Parcel is a safe environment for the general public. The City, as owner of the Stadium Parcel, shall have no responsibility for, or liability whatsoever to Tenant and/or any other Person(s) having any interest in the Stadium Parcel in connection with, provision of security services to the Stadium Parcel. (H) Use upon Termination of Non -Relocation Agreement. Upon the expiration or earlier termination of the Non -Relocation Agreement, Tenant shall maintain the Stadium pursuant to the terms of this Lease, unless and until it receives approval via referendum for new uses for the Stadium Parcel. (I) Local High School Collaboration. Tenant will use best efforts to coordinate with high schools located within the City of Miami and Miami -Dade County to make the Stadium available for sporting events, including local soccer and football games. The above "best efforts" requirement shall be subject to commercially reasonable factors, including, but not limited to, availability of the Stadium and MLS requirements. 5.8 Prohibited Uses. Tenant agrees, for itself and its permitted successors, assigns and subtenants, that the Stadium Parcel shall in no event be used for any of the Prohibited Uses. ARTICLE 6. INSPECTION OF STADIUM PARCEL; COVENANT AGAINST WASTE 6.1 Right of Inspection. Landlord, its agents, employees and authorized representatives may enter the Stadium Parcel at any time in response to an emergency, and at reasonable times upon reasonable prior written notice, as Landlord deems necessary to, incident to, or connected with the performance of Landlord's duties and obligations hereunder or in the exercise of its rights and functions, including, without limitation, to inspect the operation, sanitation, safety, maintenance and use of the same, or any portions of the same, and to assure Landlord that Tenant is in full compliance with its obligations under this Lease (but Landlord shall not thereby assume any responsibility for the performance of any of Tenant's obligations under this Lease, nor any liability arising from the improper performance thereof): In furtherance and not in limitation of the foregoing, Landlord and its agents, employees and authorized representatives shall have the right of access to the Stadium Parcel, upon reasonable prior written notice, to conduct from time to time an ADA inspection of the Stadium Parcel or the Improvements, and Tenant agrees to reasonably cooperate, at no cost to Landlord, in the conduct of such inspection. 6.2 Compliance. If any inspection detects a violation of Tenant's obligation to comply and to keep the Stadium Parcel and/or the Improvements in compliance with the requirements of this Lease or any of the Ancillary Agreements (including, without limitation, the requirement that 39 the Stadium Parcel and the Improvements be in compliance in all material respects with the ADA), then Tenant.shall bear the cost and take whatever action is reasonably necessary to comply, and to bring the Stadium Parcel and/or the Improvements into compliance, with this Lease and the Construction Administration Agreement; and any reasonable fee or cost incurred by Landlord for such investigation or audit pertaining to same shall be borne by Tenant and shall be paid by Tenant as additional rent under this Lease on demand by Landlord. 6.3 Action by Landlord. If Tenant fails to keep the Stadium Parcel or the Improvements in compliance in all material respects with the requirements of this Lease or any of the Ancillary Agreements (including, without limitation, the requirement that the Stadium Parcel and the Improvements be in compliance in all material respects with the ADA), and an Event of Default has occurred and is continuing on account thereof, then Landlord, upon reasonable prior written notice to Tenant, may take whatever action is reasonably necessary to bring the Stadium Parcel and/or the Improvements into compliance, to the extent required by Applicable Laws. Tenant agrees to provide Landlord access to the Stadium Parcel and the Improvements and pay, as additional rent, all costs reasonably incurred by Landlord in bringing the Stadium Parcel and/or the Improvements into such compliance. Landlord, however, shall have no obligation to bring the Stadium Parcel or the Improvements into compliance, and nothing herein shall be construed as creating such an obligation on Landlord. 6.4 Minimizing Interference with Business Operations. Any inspection or audit described in this Article 6 shall be done in such a manner so as to reasonably minimize any interference with any business operations on the Stadium Parcel. 6.5 Waste. Tenant covenants not to allow any waste (as defined by any Applicable Law) with respect to the Stadium Parcel or the Improvements or any part thereof. The provisions of this Section 6.5 shall not apply to any demolition or disfigurement required in connection with casualty, repairs, renovations, upgrading or new construction, in accordance with the terms of this Lease, or to the deposit of clean fill at the Stadium Parcel or the removal of fill from the Stadium Parcel for such repairs, renovations, upgrading or new construction. ARTICLE 7. PARKING 7.1 Parking. As further set forth in the Construction Administration Agreement and Section 7.1 of the Commercial Lease, Tenant hereby acknowledges that MFP (pursuant to the Commercial Lease) has agreed to ensure that parking is constructed and maintained on the Development Parcel in a manner, location and layout consistent with the Approved Special Area Plan and sufficiently available for the benefit and use of the Stadium Parcel and the Stadium (the "Parking"). MFP has further agreed to enter into a parking agreement, prior to the Lease Rent Commencement Date, with IMS regarding the use of the Parking, which parking agreement shall set forth the fees charged for the use of Parking during Stadium Events and such fees shall be at rates not greater than the Comparable Parking Rates. ARTICLE 8. INSURANCE AND INDEMNIFICATION 40 8.1 Insurance. 8.1.1 Insurance on the Leasehold Improvements. Beginning on the Possession Date and at all times during the Lease Term (except as with respect to insurance which relates to completed Improvements, which insurance coverage shall be provided so as to replace Builder's Risk insurance coverage without lapse of coverage), Tenant shall, at Tenant's sole cost and expense but for the benefit of Landlord and/or Tenant, as their interests may appear, maintain the following insurance: (A) Property Insurance. "All perils" property insurance with extended coverage against loss or damage by earthquake, mudslide, windstorm, flood with an endorsement for amended coverage, vandalism, malicious mischief, sprinkler leakage and special coverage, including flammable materials used for cooking. Such insurance shall also include coverage for terrorism. (i) Amounts. Such coverage shall be in the following amounts: (A) as to windstorm, $100,000,000; (B) as to flood, $12,500,000; and (C) as to all other perils, One Hundred Percent (100%) of the replacement cost of the Leasehold Improvements (exclusive of foundation and excavation costs), Tenant's alterations, improvements, fixtures, equipment, furniture, trade fixtures and floor coverings, including the expense of the removal of debris as a result of damage by an insured peril (collectively, the "Insured Property") on the Stadium Parcel. (ii) Deductibles. The maximum deductibles for such coverage shall be as follows: (A) as to flood and windstorm, Five Percent (5%) of the completed building value; and (B) as to all other perils, One Percent (1%) of the insured value. (iii) Loss Payees and Insureds. Landlord, Tenant, IMS and/or IMCF and any Approved Leasehold Mortgagee shall be named as loss payees. Tenant shall be the first named insured, and Landlord and any Approved Leasehold Mortgagee shall be named as additional insureds. (iv) Special Considerations for Casualty and Windstorm Insurance. Notwithstanding the foregoing, the Parties acknowledge and agree that coastal properties are often precluded from being insured by private insurers and that any casualty and windstorm insurance may have to be written through the Florida Joint Underwriters Association and/or another governmental or other insurance pool which may include certain prohibitions such as no replacement cost coverage. (v) Determination of Replacement Cost. Unless expressly waived in writing by the City Manager, the replacement cost of the Insured Property shall be determined every seven (7) years during the Lease Term by an insurance appraiser selected and paid for by Tenant, provided that Tenant shall obtain Landlord's approval (which approval shall not be unreasonably withheld) of the appraiser before commencement of the appraisal. The appraiser selected by Tenant shall submit to Landlord and Tenant a written report of the appraised replacement cost. If Landlord or Tenant is not satisfied with such report, the dissatisfied party shall serve upon the other a notice of dissatisfaction within thirty (30) days after receipt of the report, and the Parties shall in good faith attempt to resolve any disputes concerning the appraised 41 replacement cost. During this period of the dispute, Tenant shall continue to maintain insurance in an amount equal to that maintained before the dispute arose. Promptly upon receipt of the appraiser's report and resolution of any such dispute, Tenant shall procure and deliver to Landlord written confirmation from the insurer(s) evidencing the adjustment in insurance amounts which may be required pursuant to this clause (v). (B) Business Interruption Insurance. Business interruption insurance covering all risks but specifically including without limitation pandemic(s), government shutdown(s) and terrorist attack(s), including extra expense, contingent business income coverage, if applicable, and extended period of indemnity coverage, with limits not less than an amount equal to the sum of the Stadium Rent for a twelve (12) month period. Landlord, Tenant and any Approved Leasehold Mortgagee shall be named as loss payees. Tenant shall be the first named insured. (C) Boiler and Machinery Insurance. Boiler and machinery insurance covering repair and replacement of all boilers and machinery serving or benefiting the Leasehold Improvements. The policies of insurance shall be endorsed so as to provide use and occupancy coverage for the Leasehold Improvements in such amount as may be reasonably acceptable to Landlord. Landlord, Tenant and any Approved Leasehold Mortgagee shall be named as loss payees. Tenant shall be the first named insured, and Landlord and any Approved Leasehold Mortgagee shall be named as additional insureds. (D) Other Insurance To Be Carried. Beginning on the Possession Date and at all times during the Term, Tenant shall also, at Tenant's sole cost and expense but for the mutual benefit of Tenant and Landlord (with Landlord being named as an additional insured thereunder and with leasehold mortgage clauses for the benefit of any Approved Leasehold Mortgagee, which clauses shall be consistent with the terms of this Lease), maintain the following insurance: (E) CGL Insurance. Commercial General Liability insurance on a commercial general liability coverage form with "broad form" coverage, or its equivalent, including contractual liability, products and completed operations, primary insurance clause endorsement, personal and advertising injury, liquor legal liability, garage keepers liability, and premises and operations coverage against sums adjudicated to be payable by the insured on account of bodily injury, death or property damage occurring in or about the Stadium Parcel. (i) Amounts. The limits of such coverage shall not be less than One Million and No/100 Dollars ($1,000,000.00) per occurrence and Two Million and No/100 Dollars ($2,000,000.00) aggregate single limit for bodily injury and property damage. No deductible in excess of Ten Thousand and No/100 Dollars ($10,000.00) will be carried under this coverage without the City Manager's prior written consent, which shall not be unreasonably withheld. (ii) Umbrella Policy. Tenant shall further maintain an excess liability umbrella policy whose limits shall not be less than a combined single limit of Ten Million and No/100 Dollars ($10,000,000.00). Such coverage shall be excess follow form over corresponding liability policies contained herein, including liquor. 42 (iii) Adjustments in Amounts. Such insured amounts as provided in clauses (i) and (ii) above shall be adjusted as of the fourth (4th) anniversary of the January 1 following the Lease Commencement Date, and every three (3) years thereafter, by any increase and/or decrease (which decrease shall not result in an amount less than the amounts initially required as set forth above) in the CPI (as defined in Section 3.4(A)) from the Lease Commencement Date to the date on which the adjustment is to be made. (F) Builder's Risk. During any periods of: (i) excavation and/or construction; (ii) alteration; (iii) restoration in the event of damage or destruction or condemnation; or (iv) razing or demolition, at, in or on the Stadium Parcel, the Leasehold Improvements or any part of it, an all risk Builder's Risk policy (including extended coverage for fire, lightning, earth movement, flood, collapse, business interruption, hurricane, boiler and machinery) covering the interests of Landlord and Tenant. Such policy shall insure that portion of the Leasehold Improvements which is affected by such activities for not less than One Hundred Percent (100%) replacement cost on a completed value basis (including foundations and pilings), and shall include coverage for the increased cost of construction due to the enforcement of any laws, as well as the contingent liability from the operation of buildings, and coverage for the demolition cost of undamaged portions of buildings. (i) E & 0 Coverage. In addition, Tenant shall cause all of the key or primary professionals retained by it in connection with any construction (e.g., architects and engineers) to procure errors and omission coverage reasonably satisfactory to Tenant for Tenant's and Landlord's benefit, in such amounts as are customarily carried by such professionals in Miami - Dade County, Florida. (ii) "Wrap -Up" Policy. Landlord acknowledges and agrees that the coverage required by this subparagraph and any other coverages required hereunder may be obtained through a so-called "wrap-up" policy. Landlord shall appear listed as an additional insured on all primary and excess layers of coverage. A minimum limit of Five Million and No/100 Dollars ($5,000,000.00) shall apply to auto liability in conjunction with any OCIP or CCIP option and shall also list the Landlord as an additional insured on this coverage. Landlord shall have the right to review and approve all construction related insurance requirements prior to the construction phase of the Miami Freedom Park Commercial Development. (G) Pollution Legal Liability/Environmental Impairment Liability. Pollution Legal Liability/Environmental Impairment Liability Insurance coverage insuring the Parent Tract and no other real property on the following terms: (x) on a claims made, site -specific basis with limits of liability of at least Five Million and No/100 Dollars ($5,000,000.00) per incident and Ten Million and No/100 Dollars ($10,000,000.00) in the aggregate, (y) a term of ten (10) years with respect to Hazardous Materials first Released prior to the inception date of the policy, and the longest term commercially available from the insurer with respect to Hazardous Materials first Released on or after the inception date of the PLL Policy, which term shall be renewed if necessary to cover the full period of MFP's construction activities on the Parent Tract, but in no event shall be longer than ten (10) years from the inception date of the PLL Policy, and (z) a self -insured retention of no more than One Hundred Thousand and No/100 Dollars ($100,000.00) per incident (the "PLL Policy"). The PLL Policy shall provide coverage for (i) third party bodily injury and property damage claims (including natural resource damages) arising out of pre-existing and new Pollution Conditions at, on, under or migrating from the Parent Tract; and 43 (ii) claims for investigation and cleanup costs (including transportation of waste) brought against Landlord by third parties or Governmental Agencies with respect to required investigation and remediation of (x) the Parent Tract after the issuance of an NFA Determination (as defined in the Construction Administration Agreement) for all areas of concern at the Parent Tract on the Possession Date, and (y) areas beyond the boundaries of the Parent Tract where Hazardous Materials (as defined in the Construction Administration Agreement) have migrated from the Parent Tract (collectively, the "PLL Insured Matters"). Landlord shall be the only named insureds on the PLL Policy. The PLL Policy shall be issued by an insurer rated "A" or better by A.M. Best, may be issued on non -admitted paper and the premium for the PLL Policy shall be paid in full by Tenant on the Possession Date and shall be 100% earned at policy inception. For avoidance of doubt, the obligation of MFP, as set forth in both this Lease and the Commercial Lease, to provide the PLL Policy to the City will be satisfied by the provision of one (1) PLL Policy with the policy limits and coverages set forth in this Section 8.1.1(G). (H) Worker's Compensation. Worker's compensation and occupational disease coverage in the amounts and types required by Chapter 440, F.S., or any successor thereto. Only Tenant shall be named as an insured, and such policy shall contain a waiver of subrogation. (I) Automobile Liability. Automobile liability insurance covering all owned, non -owned and hired vehicles used in conjunction with operations covered by this Lease. The policy or policies of insurance shall contain such limits as may be reasonably requested by Landlord from time to time but not less than Five Hundred Thousand and No/100 Dollars ($500,000.00). Such insured amount shall be increased as of the fourth (4th) anniversary of the January 1 following the Lease Commencement Date, and every three (3) years thereafter, by any increase in the CPI from the Lease Commencement Date to the date on which the adjustment is to be made. (J) Other Coverage. In the event that any other type of legislation may be enacted imposing special liability upon Landlord or Tenant by virtue of its use for any special purposes, before Tenant shall so use the Stadium Parcel and/or the Leasehold Improvements or any part of it for such purposes, Tenant shall provide insurance in form and substance, and with insurers and limits reasonably satisfactory to Landlord and meeting commercial standards insuring the interests of Landlord and Tenant and naming Landlord as additional insured. Landlord further reserves the right to reasonably request additional insurance requirements as may be applicable in connection with this Lease. (K) Policies Obtained by Independent Contractors. Tenant may cause its independent contractors to provide some or all of the insurance coverages required hereunder. To the extent that such independent contractors carry such coverages, Tenant shall not be required to carry such coverages, so long as the coverages obtained by Tenant and such independent contractors together satisfy the requirements of this Article 8. Landlord, Tenant and any Approved Mortgagees shall be named as additional insureds as to any such coverages obtained by Tenant's independent contractors. (L) Policies Obtained by Subtenant. Tenant may, at its option, include provisions in the Sublease requiring the Subtenant to carry insurance coverages as to the applicable Stadium Component (or premises covered by the Sublease) corresponding to those required to be 44 obtained hereunder by Tenant. To the extent that Subtenant carry such coverages, Tenant shall not be required to carry such coverages as to such Stadium Component (or premises covered by the Sublease), so long as the coverages obtained by the Subtenant and Tenant together satisfy the requirements of this Article 8. Landlord, Tenant and any Approved Mortgagees shall be named as additional insureds as to any such coverages obtained by Subtenant. (M) Delivery of Insurance Policies. All public liability and worker's compensation policies shall be retained by Tenant. Subject to the rights of any Approved Mortgagee, all other policies of insurance required to be furnished pursuant to this Article 8 shall be held jointly by Landlord and Tenant. Insurance company certificates evidencing the existence of all of these policies of insurance shall be delivered to Landlord. (N) Required Policy Provisions. All policies of insurance required to be provided and obtained pursuant to this Article 8 shall provide that they shall not be amended or canceled on less than thirty (30) days' prior written notice to Landlord and all insureds and beneficiaries of the policies; provided, however, that if thirty (30) days' notice is ever commercially unavailable, then the required number of days' notice shall be reduced to such number as is commercially available. All such policies shall contain waiver of subrogation rights endorsements as required below. Landlord shall have no obligation to pay premiums or make contributions to the insuring company or any other Person or satisfy any deductible. (0) Delivery. On or before the Lease Commencement Date and then not less than thirty (30) days prior to the expiration date of any policy required to be carried pursuant to this Article 8, Tenant shall deliver to Landlord and any Approved Leasehold Mortgagee the applicable respective policies and insurance company certificates evidencing all policies of insurance and renewals required to be furnished hereunder. Receipt of any documentation of insurance by Landlord or by any of its representatives which indicates less coverage than required shall not constitute a waiver by Landlord of Tenant's obligation to fulfill the insurance requirements herein. (P) Landlord's Right to Obtain. If Tenant fails to pay insurance premiums when due or to comply with other insurance requirements set forth in this Lease, Landlord shall have the right, at its option, to order insurance policies and to advance such sums as are required to maintain or procure such insurance, and to the extent of the money so advanced, Landlord shall be entitled to reimbursement by Tenant upon demand thereof. Unless there would ensue a lapse of coverage, Landlord shall, before making any such advance, provide Tenant with ten (10) days' prior written notice and the opportunity to obtain the required policies. (Q) Insurer To Be Approved; Premium Receipts. All policies of insurance of the character described in this Article 8 shall be effected under policies issued by insurers permitted to do business in the State of Florida and rated in Best's Insurance Guide, or any successor thereto (or, if there is none, an organization having a national reputation for rating insurance companies) as having a general policyholder rating of "A" and a financial rating of at least "VII". On written request by Landlord, Tenant shall provide photocopies of receipts showing the payment of premiums for all insurance policies required to be maintained by this Lease. 45 (R) Unavailability of Coverage. If, despite Tenant's best efforts in the insurance markets to procure the insurance coverages set forth in this Article 8, any of such coverages (or any of the required terms of such coverages, including policy limits) become unavailable from insurers meeting the requirements set forth in Article 8, Tenant shall provide Landlord with notice of such unavailability no less than forty -five (45) days prior to the expiration of such coverage and Landlord will reasonably establish an alternative insurance package and programs that provide coverage as comparable to that contemplated in this Article 8 as is possible under then -existing insurance market conditions. For purposes of determining whether a policy or insurance coverage is available, increased cost shall not be a factor of unavailability, it being the intent of the Parties that Tenant will provide such insurance regardless of cost. Tenant shall have ten (10) days from the date upon which Landlord provides notice to the Tenant of the requirements under the alternative insurance package and programs to secure the same and provide evidence of coverage to Landlord. During such period of time as provided above for the Landlord to establish and Tenant to secure an alternative insurance package and program, Tenant shall not allow other insurance coverages unaffected by the unavailability and required under this Article 8 to lapse or be cancelled. Similarly, Tenant shall ensure that the alternative insurance package and programs are in place on or prior to the expiration of the unavailable coverage so as to provide continuous protection of the Property. (S) Waiver of Subrogation. (i) Tenant Waiver. Tenant expressly, knowingly, and voluntarily waives and releases any right of recovery that it may have against the Landlord for loss or damage to its property, and property of third parties in the care, custody, and control of Tenant, and loss of business (specifically including business interruption by Tenant) directly or by way of subrogation or otherwise as a result of the acts or omissions of the Landlord (specifically including the negligence of Landlord and the intentional misconduct of the Landlord, to the extent any such claims are covered by the property, rental income, business income, or extra expense insurance carried or required to be carried under the terms of this Lease (whether or not actually carried by either party), or other property insurance that Tenant may carry at the time of an occurrence or under a so-called "special perils" or "special form causes of loss" property insurance policy or under a so-called "contents" insurance policy (whether or not actually carried). Tenant shall, on or before the earlier of the Possession Date or the date on which Tenant first enters the Stadium Parcel for any purpose, obtain and keep in full force and effect at all times thereafter a waiver of subrogation from its insurer concerning the commercial general liability, commercial automobile liability, workers' compensation, employer's liability, property, rental income, and business interruption insurance maintained by it for the Miami Freedom Park Commercial Development and the property located in the Stadium Parcel. This Section 8.1 shall control over any other provisions of this Lease in conflict with it and shall survive the expiration or sooner termination of this Lease. (ii) Endorsements. Tenant shall cause its insurer(s) to issue appropriate waiver of subrogation rights endorsements to all policies of insurance carried in connection with the Stadium Parcel. (iii) Subtenant. Tenant shall require IMS (or any assignee or successor Subtenant of IMS) to execute and deliver to Landlord a waiver of claims comparable to the waiver 46 in subparagraphs (i) and (ii) above. In addition, Tenant shall cause IMS to obtain waivers of subrogation rights endorsements comparable to those described in subparagraphs (i) and (ii) above. 8.2 Indemnification and Duty to Defend. (A) Except as set forth in the subparagraph (B) below with regard to certain Indemnified Environmental Matters, Tenant shall defend, indemnify and hold harmless Landlord and its officers, employees, staff, agents and instrumentalities (the "Landlord Indemnified Parties") from any and all liability, losses or damages, including attorneys' fees and costs of defense, including, without limitation, any of same resulting from a challenge to this Lease or this transaction, which Landlord or any other Landlord Indemnified Parties may incur as a result of any claims, demands, suits, causes of actions or proceedings of any kind or nature whatsoever, whether foreseen or unforeseen, arising out of, relating to or resulting from, the performance or non-performance by Tenant (and/or its employees, agents, servants, partners, principals or subcontractors) of any obligations of the Tenant under this Lease, other than any liability, loss or damage caused by the negligence or willful misconduct of Landlord or any other Landlord Indemnified Parties (collectively, a "Claim"). Tenant shall pay all Claims in connection therewith and shall investigate and defend all Claims in the name of Landlord Indemnified Parties, where applicable, including any and all appellate proceedings, and shall pay all reasonable costs, judgments, and attorneys' fees which may issue thereon. This Section 8.2(A) shall not be construed to restrict, limit or modify Tenant's insurance obligations under this Lease. Tenant's compliance with the insurance requirements under this Lease shall not restrict, limit, or modify Tenant's obligations under this Section 8.2(A). Notwithstanding the foregoing or anything to the contrary contained herein, the aforesaid indemnification shall expressly exclude PLL Insured Matters, and the sole recourse of Landlord with respect to such PLL Insured matters shall be to the PLL Policy. (B) Notwithstanding anything to the contrary contained herein, with respect to all Hazardous Materials and Pollution Conditions at, on, under or migrating from the Parent Tract, the indemnification obligations of Tenant under Section 8.2 (A) above shall be expressly limited to the following items (collectively, the "Indemnified Environmental Matters"): (i) Hazardous Materials at, on, under or migrating from the Stadium Parcel ("Pollution Conditions") and Hazardous Materials used, stored or transported to or from Stadium Parcel, both on or after the Possession Date; (ii) Hazardous Materials at, on, under or migrating from the Stadium Parcel that were released by or Pollution Conditions otherwise exacerbated by the acts or omissions of Tenant at the Stadium Parcel, including without limitation, in connection with the Environmental Work; and (iii) the required investigation and remediation of Pollution Conditions at, on, under or migrating from the Stadium Parcel and first commencing prior to the Possession Date through and including the issuance of one or more NFA Determinations applicable to such Pollution Conditions. (C) Tenant shall control any litigation or potential litigation involving the defense of any Claim, including the selection by Tenant of a single counsel to represent Tenant and Landlord Indemnified Parties. Notwithstanding the foregoing, if there is a conflict between the positions of Tenant and Landlord Indemnified Parties in conducting the defense of such action, or if there are legal defenses available to Landlord Indemnified Parties different from or in addition 47 to those available to Tenant, or if Tenant fails to comply with its obligations under Section 8.2(A) above, then Landlord Indemnified Parties shall be entitled to select counsel to conduct the defense of the Claim and Tenant shall pay for the reasonable legal fees and related out-of-pocket expenses of such Landlord Indemnified Parties; provided, however, that Tenant shall not be required to pay the legal fees for more than one law firm for all Landlord Indemnified Parties in connection with any Claim. Landlord Indemnified Parties shall fully cooperate with Tenant in the defense of, the Claim. Tenant shall have the right to compromise or settle any Claim without the consent of Landlord Indemnified Parties if the compromise or settlement of the Claim does not require Landlord Indemnified Parties to admit any liability or incur any financial liability, each with respect to the Claim. (D) , For avoidance of doubt, the obligations of MFP pursuant to this Article 8 shall not be deemed for any purpose to be duplicative of, or cumulative to, the obligations of MFP under the Commercial Lease and, to the extent necessary to ensure consistency therewith, the obligations of MFP pursuant to this Section 8.2 shall be equitably allocated or divided between this Lease and the Commercial Lease so as to avoid any such duplication. 8.3 Liability for Damage or Iniury. Landlord shall not be liable for any damage or injury which may be sustained by any party or person, or to any personal property, located on the Stadium Parcel, other than the damage or injury caused solely by the negligence or willful breach of Lease by Landlord or any Landlord Indemnified Parties, and all of which is subject to the conditions and limitations of Florida Statutes, Section 768.28, if any. Nothing herein shall be construed as a waiver or limitation of the conditions and limitations of such statute. 8.4 Survival. The provisions of this Article 8 shall survive any termination or expiration of this Lease. ARTICLE 9. OPERATION DURING LEASE TERM 9.1 Certain Conditions Of Leasing. Tenant shall be subject to and bound by the covenants and agreements set forth in this Article 9. Such covenants and agreements shall run with the Leasehold Estate and burden any interests subordinate thereto. These covenants include the following: (A) No Discrimination. Tenant shall not discriminate in violation of any Applicable Laws upon the basis of race, color, religion, sex, disability, marital status, or national origin in the sale, lease or rental, or in the use or occupancy, of the Stadium Parcel or the Leasehold Improvements. (B) Safety. Tenant shall take commercially reasonable actions to ensure that the Stadium Parcel is a safe environment for the general public. Landlord, as owner of the Stadium Parcel, shall have no responsibility for, or liability whatsoever to Tenant in connection with provision of security services to the Stadium Parcel. 9.2 Compliance with Laws. 48 (A) Compliance. Tenant shall throughout the Lease Term, at Tenant's sole expense, promptly comply in all material respects with all Applicable Laws now in effect or that may hereafter be adopted by any Governmental Agency. Specifically, but without limitation, Tenant shall construct and maintain the Leasehold Improvements to accommodate the disabled and comply in all material respects with the applicable requirements of the ADA, as well as other Applicable Laws pertaining to handicapped access, including, without limitation, the Americans with Disabilities Act Accessibility Guidelines for Buildings and Facilities. (B) Notice. Tenant agrees to give Landlord prompt notice of the receipt by Tenant of any written complaints related to any material violation of any Applicable Law and of the commencement of any proceedings or investigations which relate to compliance with any Applicable Law. (C) Right to Contest Compliance. In accordance with Sections 4.2 through 4.4 and subject to the Contest Conditions, Tenant shall have the right in good faith to contest by appropriate legal proceeding and without cost or expense to Landlord, the validity or applicability of any Applicable Law. If compliance with any Applicable Law may legally be held in abeyance (i) without the incidence of any lien, charge or liability of any kind against the title to the Property, the Leasehold Improvements or the Leasehold Estate (unless Tenant transfers such lien to bond or delivers an appropriate indemnity to Landlord), and (ii) without subjecting Tenant or Landlord to any liability of whatsoever nature for failure so to comply, then, in accordance with Sections 4.2 through 4.4 and subject to the Contest Conditions, Tenant may postpone compliance until the final determination of any proceedings, provided that all proceedings shall be prosecuted with all due diligence and dispatch. (D) Compliance with Insurance Requirements. Tenant shall observe and comply in all material respects with the requirements of all policies of public liability, fire and other insurance in force with respect to the Leasehold Improvements. 9.3 Enforceability. It is intended and agreed hereby that the restrictive covenants contained in this Article 9 shall be binding upon the Parties and their successors in interest and assigns, as covenants running with the land and shall be for the benefit and in favor of, and enforceable by, either Landlord and/or Tenant; provided however, that such covenants shall be binding on Landlord and Tenant, and their respective successors in interests and assigns, only for such period as each shall have (i) title to the Fee Estate, as to the City, and (ii) the Leasehold Estate, as to Tenant. 9.4 Utilities; Repair and Relocation of Utilities. (A) Tenant Responsibilities. The Stadium shall be furnished with domestic water, sufficient electrical capacity to operate and manage the Stadium as contemplated herein (including, without limitation, capacity for lighting and equipment for Stadium Events taking place at night), sewage, field and grounds irrigation and drainage systems with sufficient outsource, and telephone service and similar services, and Tenant shall bear (or cause its Subtenant to bear) the operating cost of all such Stadium utilities at all times. Tenant hereby agrees that any and all utility accounts with respect to the Stadium Parcel shall be in the name of Tenant or Subtenant. From and after the Possession Date, under no circumstance whatsoever, shall Landlord be responsible for 49 any utilities on the Stadium Parcel, including, but not limited to, the installation, maintenance, initial cost or fee and/or any on -going charges or fees. Tenant hereby agrees to pay any and all such utilities relating to the Stadium Parcel in a timely manner, so as to avoid any Encumbrance on the Stadium Parcel. Tenant, at its sole cost and expense and with the prior written approval of the appropriate utility, agrees to maintain and repair, replace and relocate as necessary, utility facilities within the Stadium Parcel required for the operation of the Stadium Parcel, and all existing and future Improvements, subject to the following conditions: (i) Such activity does not materially or adversely interfere with Landlord's operations on any property outside the boundaries of the Stadium Parcel; and (ii) Tenant complies with the provisions of all Permits which have been issued and are affected by such repair and relocation. (B) Grant of Non -Exclusive Easements. Landlord shall have the authority to receive and/or grant any public utility company, pursuant to separate instruments, non-exclusive perpetual easements for the installation, operation, maintenance, repair, replacement, relocation, and removal of utility lines and facilities (together with access incidental thereto) such as water lines, fire lines, gas mains, electrical power lines, telephone lines, storm and sanitary sewers and other utility lines and facilities (collectively, "Utility Facilities"), and such other easements as Landlord and/or such public utility companies may reasonably require from time to time. All such easements shall be over, under and/or across: (i) those portions of the Stadium Parcel shown on the Approved Plans and Specifications as being set aside for Utility Facilities; or (ii) such other locations on the Stadium Parcel as may be determined by Landlord or such public utility companies from time to time, so long as such locations do not cause unreasonable interference with the construction, use and operation of the Soccer Stadium Development or a material increase in expense to Tenant. 9.5 Signage. (A) Following the Possession Date, Tenant shall have the exclusive right, during the Term, to construct, operate, and display Signage on the interior, exterior or other portions of the Stadium and Stadium Parcel, as Tenant deems necessary and desirable, so long as such Signage complies with Applicable Laws. (B) Landlord shall include the Stadium name selected by Tenant on all directional or other signage that (x) refers to or identifies the Soccer Stadium Development and (y) installed by the Landlord on City streets and property; provided, however, that Tenant acknowledges that this provision shall not be deemed to require the City to install any such directional or other signage except as otherwise deemed necessary by the Landlord. Tenant shall provide Landlord a non-exclusive license to use the stadium name and symbolic representations thereof for the purposes described in this Section 9.5(B). 9.6 Limitation on Operations of Tenant. Tenant, as of the Lease Commencement Date and through the Term, shall not directly undertake any business, sell any goods or services, or derive any revenue from the Stadium Parcel, except as related to the following: (i) the development, financing, and construction of the Improvements contemplated for the Soccer 50 Stadium Development, (ii) the maintenance and management of the Improvements, and (iii) the granting of subleases, licenses, concessions, or other possessory rights, including, but not limited to, the leasing of Signage, within the Stadium Parcel. For avoidance of doubt, the foregoing shall not restrict any Affiliate of the Tenant (or any Affiliate of any equityholder of the Tenant) to undertake any business, sell any goods or services, or derive other sources of revenue from the Stadium Parcel so long as such Affiliates (or any Affiliate of any equityholder of the Tenant) have executed a written sublease, license or concession agreement with the Tenant and approved by the Landlord in the manner set forth in Section 15.1. 9.7 Sponsorship Rights. Tenant agrees to consult in good faith with Landlord on the sale of the naming rights to the Stadium and agrees that (i) the name of the Stadium shall not be obscene, as defined by Section 847.001(10), Florida Statutes; (ii) no Signage, advertising, naming rights or other sponsorship shall be sold to any business for the purpose of advertising a brand primarily associated with tobacco, vaping, illegal activity, sexually suggestive conduct or adult entertainment as defined by the Miami 21 Code, as amended, and/or obscene or pornographic materials; and (iii) the name of the Stadium shall not promote or cast a positive light on the government of any country or territory subject to comprehensive economic sanctions administered by OFAC, the U.S. Department of State, or any other applicable agency of the United States (as of the Lease Commencement Date and, including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine). Tenant's right to sell, license or otherwise grant Signage, advertising, naming rights or other sponsorship to the Stadium pursuant to this Section 9.7 shall conform, to the extent applicable, to MLS Rules and Regulations. Otherwise and other than as set forth herein, Tenant or its designee shall have the exclusive right to sell Signage, advertising, naming rights or other sponsorship to the Stadium, and Tenant (or Tenant's designee) shall provide Landlord a limited non-exclusive license to use the stadium name and symbolic representations thereof (subject to any restrictions or limitations set forth by the Tenant's naming rights partner) for civic purposes (e.g. tourism promotion and economic development) and promotion of City Events and the Stadium. Following receipt by Landlord of written notice from Tenant of the name of the Stadium, Landlord shall exclusively use the name or names given to the Stadium or any portion thereof in all correspondence, communications, advertising, websites, social media and promotions Landlord may undertake or utilize with respect to the Stadium, including all press releases and in connection with the promotion of any City Events. The name of the Team shall always include the word "Miami" during the Term of this Lease and any subsequent agreement pursuant to which the Team continues to play in the City of Miami. Tenant shall have the right to receive the Sponsorship Receipts and shall be obligated to cause IMS to make the Sponsorship Payments to Landlord. Tenant shall cause IMS to remit the Sponsorship Payment to Landlord, as calculated for each Calendar Year, by no later than February 15th of the year immediately following such applicable Calendar Year. 9.8 Marketing and Promotion of the Stadium. Tenant shall use commercially reasonable efforts to actively market and promote the Stadium. Tenant and Landlord shall endeavor to develop an ongoing promotional relationship for the purpose of promoting the City of Miami as a desirable and attractive year-round vacation and meeting destination venue and for the promotion of the IMCF' s matches and ticket sales related thereto. Landlord hereby acknowledges that it does not own or have any interest in any Promotional Rights, including, but not limited to, no interest in the right to exercise and exploit the Promotional Rights in any and all media, now known or hereafter invented, and for any and all purposes, products and services throughout and 51 for all countries and territories of the world. The City shall not use, sell, assign, commercialize or otherwise exploit the Promotional Rights. Landlord further disclaims any interest in the Proprietary Indicia and disclaims any interest in the creation, use, compilation, collection, arrangement, assembly, display, promotion, licensing or other promotion or exploitation of Proprietary Indicia. Notwithstanding anything to the contrary contained in this Lease, Landlord shall be permitted to disclose or disseminate any documents or other information it possesses, whether regarding Promotional Rights or otherwise, to the extent it is required to do so under public records laws or other Applicable Law, including those set forth in the Code. 9.9 Public Safety and Security. Tenant shall be responsible for all security expenses at the Stadium and on the Stadium Parcel and beyond the Stadium Parcel, where applicable and required as a result of Stadium Events, and shall work in good faith with Landlord to utilize City police officers when and if necessary or desirable for all Stadium Events. Tenant shall, at Tenant's expense, provide all necessary public safety personnel, including but not limited to law enforcement, fire, emergency medical service, traffic management personnel as well as qualified security and crowd control personnel to protect the public health, safety and welfare for all Stadium Events. The required amount of public safety and security shall be determined in conjunction with Governmental Agencies and be consistent with standards for similar events and Comparable MLS Stadiums. 9.10 FF&E. Tenant shall be responsible to secure such furniture, fixtures and equipment it deems necessary for installation at the Stadium to operate Tenant's operations and to otherwise operate and manage the Stadium (collectively, the "FF&E"). Such FF&E shall include initial purchase of Stadium scoreboard and scoreboard support structures, control room equipment, non- permanent concessions equipment, and concession stand build out (including permanent fixtures such as hoods and sinks). 9.11 Operating Permits. Tenant shall secure such permits, variances, exceptions, warrants, waivers, other such approvals and licenses as may be necessary or desirable to operate the Stadium as is contemplated by this Lease. To the extent permitted by Applicable Law, Landlord will assist and cooperate with Tenant in securing permits or licenses for the operation of the Stadium and shall not unreasonably withhold, delay or condition its approval in connection therewith. ARTICLE 10. REPAIRS AND MAINTENANCE DURING LEASE TERM 10.1 Tenant Repair and Maintenance Obligation on Stadium Parcel. (A) Repairs and Maintenance. Tenant shall be responsible for all costs and expenses throughout the Term in connection with the use, operation and management of the Stadium, including, but not limited to, utilities, cleaning, Capital Maintenance and Repairs, and Routine Maintenance of the Stadium and the Public Infrastructure (to the extent not dedicated to the public and located within the Stadium Parcel) except for any expenses associated with any City Events. Tenant shall maintain and operate the Stadium in a manner consistent with Comparable MLS Stadiums (provided, however, that such obligation shall not require the Tenant to undertake any capital expenses to modernize the Stadium after Completion of Construction) and shall 52 maintain the Stadium Parcel and all improvements and buildings in good repair and in a clean, attractive, first-class condition. Tenant shall solely fund all Capital Maintenance and Repairs and Routine Maintenance. Capital Maintenance and Repairs shall include the types of repairs set forth on Exhibit "J" and Routine Maintenance shall include the types of maintenance set forth on Exhibit "D". The City shall have no maintenance obligation concerning the Stadium Parcel and no obligation to make or fund any Capital Maintenance and Repairs, Routine Maintenance or replacements, in, on, or to the Stadium Parcel. Tenant assumes the full and sole responsibility for the condition, operation, repair, replacement, and maintenance of the Stadium Parcel, including all Improvements, throughout the Term. Notwithstanding the foregoing, if any Leasehold Mortgage encumbering the Stadium Parcel sets forth standards substantially similar to or greater than those for Comparable MLS Stadiums for any Capital Maintenance and Repair and Routine Maintenance, then the obligations set forth in this Section 10.1 shall be deemed satisfied by Tenant's compliance with the requirements set forth in such Leasehold Mortgage and such provisions shall control for the duration thereof. (B) Removal of Dangerous Condition. Promptly after receiving written notice from Landlord or any other Person of any dangerous condition from time to time existing on the Stadium Parcel, Tenant shall, at Tenant's sole cost and expense, do or cause to be done all things necessary to remove such condition, including, but not limited to, taking appropriate measures to prevent or repair any erosion, collapse or other unstable condition on the Stadium Parcel. (C) No Landlord Repair or Maintenance Obligations. Nothing contained in this Lease shall impose on Landlord the obligation to make any repairs or expend any monies for the maintenance of the Stadium Parcel, or the renewal, replacement or repair of the Improvements; provided, however that if Tenant fails to do any of the foregoing in accordance with the terms of this Lease, then Landlord, upon reasonable prior written notice to Tenant, may elect, in its sole discretion, to perform or cause the same to be performed on Tenant's behalf, and all of the costs and expenses reasonably incurred by Landlord in connection with the same shall be deemed to be additional rent due from Tenant to Landlord hereunder and Tenant shall pay the costs incurred by Landlord within ten (10) Business Days of receipt of an invoice. 10.2 Capital Expenditure Account. Tenant shall establish a Stadium capital expenditure account (the "Stadium Capex Account") prior to Completion of Construction of the Stadium and shall maintain such Stadium Capex Account for the Term of this Lease. Prior to Completion of Construction of the Stadium, Tenant shall contribute One Million and No/100 Dollars ($1,000,000.00) to the Stadium Capex Account. Prior to the commencement of every subsequent Lease Year, Tenant shall contribute to the Stadium Capex Account an amount equal to the amount funded in the previous Lease Year plus three percent (3%) of the amount funded in the previous Lease Year. For the avoidance of doubt, Landlord is not obligated to make any contributions in cash, in kind, or otherwise to the Stadium Capex Account, and in the event that the amount in the Stadium Capex Account is insufficient to fund necessary Capital Maintenance and Repairs, Tenant shall be responsible for 100% of all additional funds necessary. Any amounts remaining in the Stadium Capex Account at termination of this Lease shall be retained by Landlord for the continued maintenance of the Stadium Parcel. For the avoidance of doubt, Tenant shall not be entitled to any portion of the amounts in the Stadium Capex Account upon an Event of Default by Tenant or termination of this Lease. The Stadium Capex Account and moneys on deposit therein (i) shall be kept separate and apart from all other funds and accounts of Tenant, (ii) shall be 53 withdrawn, used and applied solely for the payment of actual Capital Maintenance and Repairs costs and as otherwise expressly provided in this Lease, (iii) shall be invested solely in conservative investments that may not reduce the amounts deposited into the Stadium Capex Account and may be immediately withdrawn for the purposes contemplated by this Lease, and (iv) shall be free and clear of all liens, claims and charges, except for encumbrances established pursuant to committing monies on deposit in the Stadium Capex Account to pay actual Capital Maintenance and Repairs costs. The City shall have audit rights over the Stadium Capex Account pursuant to Section 3.9 herein. Prior to performing any Capital Maintenance and Repairs, Tenant shall seek the approval and consent of Landlord for the expenditure of funds in the Stadium Capex Account for such Capital Maintenance and Repairs. Notwithstanding the foregoing, to the extent that any Leasehold Mortgagee requires the Tenant (or its Subtenant) to establish a reserve for capital expenses related to the Stadium in an amount equal to or greater than the amount set forth in this Section 10.2, which such amount shall be in a dedicated restricted account pledged to such Leasehold Mortgagee (or their agent or designee, provided the same is not the Team or an affiliate thereof) (the "Leasehold Mortgagee Capex Account"), then during the duration of such Leasehold Mortgage, Tenant may maintain a Leasehold Mortgagee Capex Account in lieu of a Stadium Capex Account and the provisions related to the maintenance, use and management of the Stadium Capex Account, including the pledge requirements, set forth above shall not apply to the Leasehold Mortgagee Capex Account; provided, however, that, in lieu of the Landlord's information and audit rights set forth in Section 3.9 and in this Section 10.2, Tenant shall, upon request of the Landlord, make available to Landlord information and reports with regards to such Leasehold Mortgagee Capex Account as is made available to such Leasehold Mortgagee. ARTICLE 11. CHANGES AND ALTERATIONS TO BUILDINGS BY TENANT 11.1 Tenant's Right. Tenant shall have the right at any time or from time to time during the Term of this Lease, at its sole cost and expense, to expand, rebuild, alter and/or reconstruct the Improvements, and to raze existing Improvements; provided, however, that: (A) The method, schedule and plans and specifications for razing any existing Improvement and, if applicable, replacing such Improvement with a new Improvement(s) are submitted to Landlord for its approval (which approval shall be governed by the Construction Administration Agreement) at least forty five (45) days prior to the commencement of any razing (unless action is required to comply with building and safety codes, in which Tenant will provide Landlord with prior written notice that is reasonable under the circumstances); (B) The rebuilding, alteration, reconstruction or razing (i) does not constitute a Material Change (except that subsection (b) of the definition of Material Change shall not apply to the razing of any Improvements that are intended to be rebuilt or reconstructed and such rebuilt or reconstructed Improvements would not otherwise constitute a Material Change) (ii) complies with Applicable Laws and the Charter Amendment, (iii) does not violate any other provisions of this Lease, and (iv) shall, with respect to any rebuilding of any Improvement, be conducted in the same manner as required by the Construction Administration Agreement for the original Improvements; and 54 (C) Tenant shall obtain all approvals, Permits and authorizations required under Applicable Laws. Notwithstanding the foregoing, none of the following shall require Landlord's review or approval so long as such work (i) does not constitute a Material Change and complies with Applicable Laws and the Charter Amendment and (ii) does not violate any other provisions of this Lease: (A) any modifications, construction, replacements, or repair in the nature of "tenant work," or "tenant improvements," as such terms are customarily used, or any other interior work within any building; or (B) any normal and periodic maintenance, operation, and repair of the Improvements; or (C) any interior reconfigurations or non -material alterations made to the Improvements; or (D) any repair or reconstruction to any Improvement damaged by casualty, substantially in the same form as existed prior to such casualty made pursuant to Article 17 of this Lease; or (E) any modifications, construction, replacement, or repair of Improvements consistent with the Stadium Development Concept. For the avoidance of doubt, (a) alterations or improvements described in this Article 11 shall be performed in a good and workmanlike manner that shall not give rise to a lien in violation of Article 12 and (b) the provisions of this Article 11 shall not apply to the initial construction of the Improvements, which shall solely be governed by the Construction Administration Agreement. 11.3 MLS Required Improvements. Without the need to obtain consent or approval from the Landlord as may otherwise be required pursuant to this Lease, but upon reasonable notice to Landlord, Tenant may cause the completion of any alterations or improvements to the Stadium required to comply with the MLS Rules and Regulations or MLS requirements, each at its expense and as it deems reasonably necessary in such time frame as is required to comply with the MLS Rules and Regulation or MLS requirements. ARTICLE 12. DISCHARGE OF OBLIGATIONS; NO LIENS 12.1 Tenant's Duty. During the Term, Tenant will discharge or cause to be discharged any and all obligations incurred by Tenant (or by anyone claiming by, through or under Tenant) that give rise to any liens on the Fee Estate, it being understood and agreed that Tenant shall have the right to withhold any payment to discharge such lien (or to transfer any such lien to a bond in accordance with Applicable Laws) so long as it is in good faith disputing liability therefor or the amount thereof and provided (a) such contest of liability or amount operates as a stay of all sale, entry, foreclosure, or other collection proceedings in regard to such obligations, or disputed payments are escrowed while the parties negotiate the dispute (pursuant to written escrow agreement which contains a provision that allows for the release of such funds to prevent any sale, 55 entry, foreclosure or other collection proceedings), (b) such action does not result in Landlord incurring any expense or liability that Tenant does not agree to reimburse, and (c) such action does not result in a lien or other encumbrance being recorded against the Fee Estate. In the event Tenant withholds any payment as described herein and, as a result, a lien is imposed upon the Fee Estate with respect to which Tenant does not obtain, within sixty (60) days of the imposition of the lien, a stay of all sale, entry, foreclosure, or other collection proceedings in regard to such obligations, then Tenant shall, within ninety (90) days of the imposition of such lien, transfer such lien to bond and the failure to do so shall constitute a default under this Lease. In the event of such a default, no further notice shall be required to be given to Tenant for Tenant to be deemed in default under this Lease. The interest of Landlord in the Fee Estate shall not be subject in any way to any liens, including construction liens, for Improvements to or other work performed in the Stadium Parcel by or on behalf of Tenant. Tenant shall have no power or authority to create any lien or permit any lien to attach to the Fee Estate. These provisions are made with express reference to Section 713.10, Florida Statutes. Landlord and Tenant acknowledge and agree that for the purposes of this provision, improvements to be performed by Tenant in accordance with this Lease shall not constitute the "pith" or essence of this Lease, and any such improvements are being performed at Tenant's sole discretion. Tenant shall notify every contractor making Improvements to the Stadium Parcel and supplier of materials for such Improvements that the interest of the Landlord in the Stadium Parcel shall not be subject to liens. Further, Tenant shall indemnify, defend, and save Landlord harmless from and against any damage or loss, including reasonable attorneys' fees, incurred by Landlord as a result of any liens imposed on the Fee Estate or other claims arising out of or related to work performed in the Stadium Parcel by or on behalf of Tenant. ARTICLE 13. PROHIBITIONS ON USE OF STADIUM PARCEL 13.1 Special Provisions Concerning Use of Stadium Parcel by Tenant. (A) Tenant shall not construct, otherwise develop, or use or allow the use on the Stadium Parcel, for anything that is inconsistent with the terms and conditions of this Lease; provided, however, that subject to compliance with this Lease and the Construction Administration Agreement, nothing herein will prohibit Tenant, Subtenant or any Affiliate thereof from (i) developing the Soccer Stadium Development with Improvements in the manner contemplated by the Stadium Development Concept, as may be amended; or (ii) developing the Stadium Parcel as a condominium in accordance with applicable requirements of Chapter 718, Florida Statutes, provided that the same is in compliance with the Charter Amendment and Landlord has first approved the form and content of any declaration of condominium, which approval shall not be unreasonably withheld, delayed or conditioned and further provided that no condominium may be created prior to completion of all the Public Benefits. (B) The Stadium Parcel shall not knowingly be used for any unlawful or illegal business, use or purpose, or for any business, use or purpose that constitutes a legal nuisance of 56 any kind (public or private), or any purpose which violates the approvals of applicable Governmental Agencies. (C) No covenant, agreement, lease, Sublease, Leasehold Mortgage, security for a Mezzanine Financing or other instrument shall be effected or executed by Tenant, or any of its permitted successors or assigns, whereby the Stadium Parcel or any portion thereof is restricted by Tenant, or any permitted successor in interest, upon the basis of race, color, religion, sexual orientation, sex or national origin in the lease, use or occupancy thereof. Tenant shall comply with all Applicable Laws, in effect from time to time, prohibiting discrimination or segregation by reason of race, color, religion, sexual orientation, sex, or national origin in the lease or occupancy of the Stadium Parcel. 13.2 Tenant's Duty and Landlord's Right of Enforcement Against Tenant and Permitted Successors and Assignees. Promptly upon learning of the occurrence of actions prohibited by Section 13.1, Tenant shall promptly take steps to terminate same, including the bringing of a suit in a court of competent jurisdiction, if necessary. In the event Tenant does not take steps to terminate a prohibited action within ten (10) Business Days of Tenant either learning of or notice of any actions, Landlord may seek appropriate injunctive relief against the party or parties actually engaged in the prohibited action in the Circuit Court of Miami -Dade County without being required to prove or establish that Landlord has inadequate remedies at law and without limiting the remedies provided to Landlord under this Lease. 13.3 Public Park Parcel Uses. From and after the Possession Date until the expiration or termination of this Lease, whichever shall first occur, the City may not undertake, authorize, grant or license any right to, or otherwise permit any of its agents or any third party to use the Public Park Parcel in any manner that is materially inconsistent with its intended purpose as a park and recreational space for use by the general public or that violates the following conditions: (A) Any development within the Public Park Parcel shall be in accordance with Applicable Law and generally consistent with development standards for the Project; provided, however, that no development within the Public Park Parcel shall use highly reflective materials, or incorporate lighting, that faces or otherwise interferes with the Soccer Stadium Development and its uses in any material way. (B) No commercial advertisement with a direct competitor of the Team's naming rights and cornerstone or similar level partners for the Stadium shall be permitted within the Public Park Parcel. (C) Without the consent of Landlord and Tenant, no development within, or use of, the Public Park Parcel shall include: (i) any enterprise promoting or involving the sale of soccer related services, memorabilia or merchandise; (ii) ticket brokerage or other businesses promoting or involving the purchase, sale or exchange of tickets to events; (iii) retail businesses that compete with the Team's naming rights and. cornerstone or similar level partners for the Stadium; or (iv) restaurants, bars, or other establishments selling alcoholic beverages (excluding the existing restaurant operated in the clubhouse located in the Public Park Parcel). 57 (D) The City shall not conduct, sponsor, license or permit any event within the Public Park Parcel that materially blocks or interferes with ingress or egress to and from the Soccer Stadium Development during such times as soccer matches or other events are taking place thereon. The City agrees that the foregoing restrictions shall run with the Parent Tract from the Possession Date through the earlier to occur of the expiration or termination of this Lease or the Commercial Lease. The City, at the written request of MFP but not before the Possession Date, shall record the foregoing restrictions in an appropriate legal instrument in the public records of Miami -Dade County after the Possession Date. Notwithstanding anything to the contrary contained in this Section 13.3, Landlord shall have the right, but not the obligation, to: (i) construct one or more City of Miami administrative buildings on the Public Park Parcel without the consent of Tenant; provided that such development does not materially impede access (as set forth in the Approved Special Area Plan) to the Stadium Parcel and that the City coordinates construction -related activities with Tenant to ensure that construction does not materially impede the ability of Tenant to meet its construction obligations under this Lease and the Construction Administration Agreement; and (ii) pledge revenues received from this Lease and/or the Parent Tract in Landlord's sole discretion. ARTICLE 14. LIMITATIONS OF LIABILITY 14.1 Limitation of Liability of Landlord. Landlord shall not be liable to Tenant for any incidental, consequential, special or punitive loss or damage whatsoever. 14.2 Limitation of Liability of Tenant. Tenant shall not be liable to Landlord for any incidental, consequential, special or punitive loss or damage whatsoever. ARTICLE 15. MORTGAGES, MEZZANINE FINANCING, TRANSFERS, SUBLEASE, ETC. 15.1 Right to Transfer. (A) Transfer. The occurrence of any one of the following events (each a "Transfer"), without the prior written consent of Landlord, which consent may be arbitrarily withheld, conditioned or delayed, shall not be permitted hereunder and shall constitute an Event of Default, unless such event is a Permitted Transfer: (i) Any direct or indirect sale, assignment or transfer of this Lease, whether voluntarily, involuntarily, by operation of law or otherwise (including by way of merger or consolidation); or (ii) Any direct or indirect issuance or transfer of any securities or interests having ordinary voting power for the election of directors (or other comparable controlling body) of any Person or any transfer of an equity or beneficial interest in any Person that directly or indirectly results in a Change of Control. 58 (B) Permitted Transfer. Notwithstanding the foregoing to the contrary, the following shall not constitute a Transfer (each, a "Permitted Transfer") and Landlord's consent to such Permitted Transfer shall not be required under this Lease: (i) The entering into a sublease with IMS or IMCF pursuant to Section 15.3; (ii) Any issuance or transfer of any securities or interests having ordinary voting power for the election of directors (or other comparable controlling body) of any Person or any transfer of an equity or beneficial interest in any Person that does not result in a Change of Control; (iii) If IMS or IMCF or their assets are sold or otherwise transferred, any assignment (whether direct or indirect, including by way of a Change of Control) of this Lease to the buyer (or its Affiliate) or transferee of IMS or IMCF (or their assets) or any Change of Control of IMS or IMCF (howsoever effected) so long as such buyer is approved by MLS; (iv) Any Leasehold Mortgage or Mezzanine Financing permitted pursuant to Section 15.2; (v) Any Leasehold Mortgagee or a successor or assignee of a Leasehold Mortgagee, or an Affiliate thereof, or Mezzanine Financing Source acquires the Leasehold Estate following a Foreclosure Event, or any Leasehold Mortgagee or a successor or assignee of a Leasehold Mortgagee, or an Affiliate thereof, enters into a new lease pursuant to Section 15.2; or (vi) Any (i) grant of a mortgage, pledge, assignment or other security interest or Lien in or on any of the FF&E or general intangibles, or (ii) exercise by MLS of any right to acquire, manage or control, directly or indirectly, IMS or IMCF or the assets of any of the foregoing, including any such rights provided pursuant to MLS Rules and Regulation or pursuant to any other MLS agreement. (C) Conditions to Effectiveness of Any Transfer. Any proposed Transfer to which Landlord's consent is required by Section 15.1 shall be void and shall confer no right upon the proposed transferee with respect to this Lease unless and until (a) such consent of Landlord is obtained, (b) the transferee of Tenant shall have assumed in writing each and every one of the terms, covenants and provisions of Tenant contained in this Lease with respect to the period from and after the Transfer, by an instrument delivered to Landlord, and (c) any then existing Event Default under this Lease is fully cured (it being expressly acknowledged that Landlord may condition its consent of any Transfer on the cure of any and all such defaults existing at the time of such proposed Transfer). (D) Use Agreements. Nothing contained in this Lease shall prevent or restrict Tenant or IMS from granting concession or use rights to portions of the Soccer Stadium Development to Concessionaires under use agreements or concession agreements, in accordance with the terms of this Lease and without Landlord's consent, provided that each such agreement shall be subject and subordinate to this Lease and any Leasehold Mortgage and to the rights of Landlord hereunder and the rights of any Leasehold Mortgagee thereunder, and shall expressly so state; provided, however, in no event shall use by any Concessionaire materially interfere or hinder 59 the use of the Stadium for such uses as permitted under this Lease in the reasonable discretion of the Tenant. 15.2 Right to Mortgage/Encumber Leasehold & Right to Pledge Equity Interests. (A) Subject to and in accordance with the terms and conditions of this Article 15, Tenant and/or Subtenant shall be permitted, without the prior consent of Landlord (but with prior written notice to Landlord), to encumber its interest in the Lease or Sublease (as applicable) through a Leasehold Mortgage, deeds of trust, assignment of rents and security agreements and other real property security instruments and thereby mortgage, collaterally assign, and/or encumber its respective leasehold/subleasehold interest in the Stadium Parcel or any part thereof together with all appurtenances, rights, privileges and easements benefiting or pertaining thereto, including all of Tenant's or Subtenant's right, title and interest in and to the Improvements and all personal property. (B) Tenant and/or Subtenant and the direct and indirect owners of equity interests in Tenant and/or Subtenant shall have the right, from time to time, and without the prior consent of Landlord (but with prior written notice), to pledge and otherwise encumber any of its respective direct or indirect equity or ownership interests (whether stock, partnership interest, beneficial interest in a trust, membership interest or other interest of an ownership or equity nature) (herein, "equity interests" or "ownership interests") to secure a loan made by a Mezzanine Financing Source. The granting of such pledge or other security shall not operate to make the Mezzanine Financing Source thereunder liable for performance of any of the covenants or obligations of Tenant and/or Subtenant under this Lease or Sublease, as applicable. (C) The amount of any indebtedness secured by any Leasehold Mortgage or any Mezzanine Financing ("Secured Indebtedness") may be modified, amended, restated, replaced, extended, increased, refinanced, consolidated or renewed from time to time, all without the consent of Landlord (but with prior written notice). Any transfer of any direct or indirect ownership interest in Tenant and/or Subtenant from the foreclosure by any Mezzanine Financing Source of a pledge of ownership interests in Tenant and/or Subtenant or other appropriate actions or proceedings in the nature thereof, or any transfer made to the purchaser at a foreclosure of such pledge of ownership interests, or any conveyance, assignment or transfer in lieu of such foreclosure (including any transfer to the Mezzanine Financing Source or Leasehold Mortgagee, any nominee of Mezzanine Financing Source, Leasehold Mortgagee or a third party buyer), or any change of Control or other transfer of any direct or indirect ownership interest in Tenant and/or Subtenant to the Mezzanine Financing Source, Leasehold Mortgagee or its nominee resulting from the exercise by the Mezzanine Financing Source or Leasehold Mortgagee of any other rights or remedies under any Secured Indebtedness documents, including, without limitation, any pledge or other security agreements or any partnership agreement, operating agreement or other organizational documents, shall not require the consent of Landlord and shall not constitute a breach of any provision or a default under this Lease. (D) For purposes of Subtenant encumbering its interest in its Sublease through a Leasehold Mortgage and/or pledging and otherwise encumbering any of its equity interests or ownership interests to secure a loan made by a Mezzanine Financing Source, all references in Sections 15.2(E) — (R) (but, excluding Section 15.2(M)) to Landlord shall mean Tenant, as the 60 sublandlord under the Sublease, all references to the Lease shall mean the Sublease, and all references to Tenant shall mean Subtenant, as the Subtenant under the Sublease. (E) If Tenant shall send Landlord written notice of the existence of a Leasehold Mortgage (as to a Leasehold Mortgagee) or the existence of security for a Mezzanine Financing (as to a Mezzanine Financing Source), attaching, as applicable to such notice a copy of the Leasehold Mortgage or security agreement, and the address of the Lender thereunder for the service of notices, the Lender set forth in such notice shall be deemed to be a "Lender" for the purposes of this Article 15. Once such notice shall have been given, Landlord shall be entitled to consider the person identified in such notice at the mailing address specified therein as the holder of such Leasehold Mortgage (as to a Leasehold Mortgagee) or the security for a Mezzanine Financing (as to a Mezzanine Financing Source) until such time as Landlord shall receive a copy of the executed and recorded discharge or assignment thereof. (F) If Landlord shall notify Tenant in writing that a default has occurred under this Lease (hereinafter referred to as a "Default Notice"), a copy of such written notice sent to Tenant to that effect shall be sent by Landlord to each Lender of which Landlord has been provided the notice under Section 15.2(E), and Landlord shall, subject to the other applicable terms of this Article, take no action with respect to such default (but as between Landlord and Tenant only, Landlord shall be permitted to exercise all remedies permitted under this Lease other than termination of this Lease or the entering into and retaking possession as a result of such default), that is not in compliance with the following: (i) If such default shall be a Monetary Default, such Lender shall be afforded a period of sixty (60) days more than the period given to Tenant under the provisions of this Lease to remedy such default; or (ii) If such default shall be a Nonmonetary Default, such Lender shall be afforded a period of one hundred twenty (120) days more than the period given to Tenant under the provisions of this Lease to remedy such default, provided that (x) in a case of default which, although curable, cannot with diligence be remedied by the Lender, or the remedy of which cannot be commenced, within such period, such Lender shall have such additional period as reasonably may be necessary to remedy such default with diligence and continuity and (y) such cure period shall be extended by any period of time during which (1) Lender is legally prevented or restricted from exercising its rights and remedies under its loan documents by reason of a Bankruptcy Action, an injunction, a court order, (2) Lender being denied access to and control over the Stadium Parcel, after using diligent efforts to obtain same (only to the extent access is required in order to cure the default), or (3) other similar prohibition or other cause beyond the reasonable control of Lender; or (iii) If a default is of such a nature that it is impossible for the Lender to remedy it even with diligence and continuity and regardless of the amount of time provided for such purpose, any such default shall be deemed waived by Landlord solely for the benefit of the Lender, provided that (x) the Lender complies with the other applicable provisions of this Article 15 and a new lease is executed by Landlord and the Lender or its nominee or assignee as contemplated below or (y) if Lender (including its designee, assignee or nominee) consummates a foreclosure of the Leasehold Estate or the direct or indirect ownership interest in Tenant, all such 61 Tenant -specific defaults shall be deemed automatically waived, but only for the benefit of such Lender, and its successors or assigns; or (iv) As applicable, the Leasehold Mortgagee is diligently proceeding to foreclose the lien of its Leasehold Mortgage, or the Mezzanine Financing Source is diligently proceeding to foreclose on its direct or indirect ownership interest in Tenant; or (v) If such default relates to the non-payment of insurance, such Lender will be afforded 30 days (after such Lender's receipt of Default Notice) to pay for and procure the applicable insurance. Notwithstanding anything to the contrary contained herein, at any time that all or any portion of the Stadium Parcel is encumbered by a Leasehold Mortgage, the remedy of termination of this Lease may only be exercised by Landlord if Tenant's default relates to (i) a fraudulent misrepresentation made by Tenant, (ii) the existence of a Bankruptcy Action, or (iii) after the expiration of any cure periods afforded Lender under this Section 15.2. (G) In the event that Tenant shall default under any of the provisions of this Lease, the Lender, without prejudice to its rights against Tenant, shall have the right to cure and to make good such default within the applicable cure periods provided for in Article 15 hereof, whether the same consists of the failure to pay any sum due under this Lease or the failure to perform any other matter or thing which Tenant is hereby required to do or perform, and Landlord shall accept such performance on the part of the Lender as though the same had been done or performed by Tenant. For such purpose, Landlord and Tenant hereby authorize the Lender to enter upon the Stadium Parcel and to exercise any of Tenant's rights and powers under this Lease and, subject to the provisions of this Lease, under its Leasehold Mortgage and/or security for a Mezzanine Financing. Upon compliance with the foregoing, any notice of Landlord advising of any such cured default shall be deemed rescinded, and this Lease shall continue in full force and effect. (H) Landlord's consent shall not be required for any Lender or any nominee, assignee or other party designated by Lender to become the owner of the interest of Tenant hereunder upon the exercise of any remedy provided for in the Leasehold Mortgage (as to Leasehold Mortgagee) or the security for a Mezzanine Financing (as to the Mezzanine Financing Source) or by deed in lieu thereof. If any Lender or any party designated by such Lender shall either become the owner of the interest of Tenant hereunder, or shall enter into a new lease with Landlord as provided below, such Lender or such person or other entity shall have the right to assign, without Landlord's consent, to any other person such interest or such new lease upon prior written notice to Landlord. Once such permitted assignment has been completed, the terms hereof with respect to any assignment or other transfer of this Lease shall remain in full force and effect. Upon written request from Tenant or any Lender, Landlord shall promptly, under documentation reasonably satisfactory to it and the requesting party: (a) agree directly with Lender that it may exercise against Landlord all of Lender's rights in this Lease; and (b) provided Tenant reimburses Landlord's attorneys' fees and expenses, amend this Lease and/or provide other assurances as any current or prospective Lender reasonably requests, provided such amendment does not adversely affect Landlord, including reduction of any payment due Landlord, increase of any liability or obligation of Landlord, or change in any default or cure or notice period. Notwithstanding the 62 provisions of this Section 15.2(H), no Lender or Mezzanine Financing Source may, without the consent of the Landlord, assign this Lease or any new lease or any beneficial interests in Tenant, arising from the exercise of the rights pursuant hereto, to an Affiliate of (i) the Mas Family or (ii) the owner of a majority of the equity of the Tenant; provided, however, that the foregoing assignment restriction shall not apply to (x) an equity owner of the Tenant (not an Affiliate of the Mas Family) that obtains such ownership as a result of the exercise of the rights arising from the Leasehold Mortgage or Mezzanine Financing or (y) an assignment by the Lender or Mezzanine Financing Source to an Affiliate described in (i) or (ii) if such assignment arises for a reason other than an Event of Default under this Lease (e.g., a breach of the credit agreement by Tenant that does not result from an Event of Default under the Lease) and such assignment arises from a default under the applicable agreements related to the Leasehold Mortgage or Mezzanine Financing or in lieu of a cure of such default. (I) If this Lease shall terminate for any reason (even if Lender failed to timely exercise its cure rights for a default hereunder), or be rejected or disaffirmed pursuant to any bankruptcy law or any other law affecting creditors' rights, any Lender or its nominee, assignee or other party designated by Lender (the "New Tenant") shall have the right, exercisable by written notice to Landlord within sixty (60) days after such Lender receives written notice of the effective date of such termination, to enter into a new lease of the Stadium Parcel with Landlord subject, however, to the rights of the Subtenant under the Sublease and the Non -Disturbance Agreement. The term of such new lease shall begin on the date of the termination of this Lease and shall continue for the remainder of the term of this Lease and include all remaining option periods, which shall be exercised pursuant to Section 2.2(B) hereof. Such new lease executed by the Lender or its nominee or assignee shall otherwise contain the same terms and conditions as those set forth herein, except for requirements that have already expired or been performed, and except for prior obligations of Tenant which are not curable as provided herein and which remain unperformed or unsatisfied; provided, however, thereto as a condition to being able to enter into such new lease, the New Tenant thereunder shall cure any existing defaults, or defaults which existed as of the termination of the Lease with Tenant, which are capable of being cured within the applicable cure periods set forth above in this Article 15. It is the intention of the Parties hereto that, to the fullest extent permitted by Applicable Law, such new lease shall have the same priority relative to other rights or interests to or in the fee estate in the land covered by the new lease as this Lease, subject, however, to the rights of the Subtenant under the Sublease. The provisions of this Section 15.2(I) shall survive the termination (but not the expiration) of this Lease and shall continue in full force and effect thereunder to the same extent as if this Section 15.2(I) were a separate and independent contract among Landlord, Tenant and each Lender. From the date on which any Lender shall serve upon Landlord the aforesaid written notice of the exercise of its right to a new lease, and subject to the obligation to cure defaults as provided above, a new lease shall be deemed to have been entered into effective as of the date of termination of this Lease and such Lender or its nominee or assignee may use and enjoy the Stadium Parcel without hindrance or interference by Landlord. At Landlord's or the Lender's request, the Parties shall enter into an additional agreement with Landlord confirmatory of the provisions of this Section 15.2(1). If Lender timely requests a new lease in conformity with this Section 15.2(I), then from the date this Lease terminates until the parties execute and deliver a new lease, Landlord shall not: (a) operate the Stadium Parcel in an unreasonable manner; (b) terminate the Sublease except for a default thereunder beyond all applicable notice and cure periods; or (c) sublease any portion of the Stadium Parcel. When the parties thereto sign a new lease, Landlord shall transfer to New Tenant the Sublease (including 63 any security deposits held by Landlord, if any), service contracts, premises operations, and net income Landlord collected from the Stadium Parcel during the period described in the previous sentence and any offset rights which Tenant was entitled to under this Lease prior to the termination thereof shall automatically be transferred to New Tenant. (J) During the term of any Leasehold Mortgage, no surrender (except a surrender upon the expiration of the term of this Lease) by Tenant to Landlord of this Lease, or of the Stadium Parcel or any part thereof, or of any interest therein, and no termination of this Lease, may occur except as expressly provided herein, nor may any of the terms hereof be amended, modified, changed or canceled, except as expressly provided herein, in a manner which is detrimental to a Lender without the prior written consent of the Lender, which consent may be given or withheld in the sole discretion of the Lender. (K) In the event that the Lender or its nominee or assignee succeeds to Tenant's interest in this Lease, Landlord agrees to look solely to such interest in the Lease and to the Improvements upon the Stadium Parcel for the performance of the obligations of Tenant hereunder, and shall never seek to recover against any other assets of such Lender. (L) If at any time multiple Lenders exist: (a) any notice to Lender refers to all Lenders; (b) except under the foregoing clause (a), only the most senior Lender may exercise all rights of Lenders, to the exclusion of junior Lenders; (c) to the extent that the most senior Lender declines to do so, any other Lenders may exercise those rights, in order of priority; and (d) if Lender does not agree on priorities, a written determination of priority issued by a title insurance underwriter licensed in the State of Florida shall govern. (M) Unless otherwise provided in this Lease, Landlord shall never be required, under any provision of this Lease relating to Lender or otherwise, to mortgage the Fee Estate. Landlord agrees not to mortgage or otherwise create a security interest, lien or Encumbrance on the Fee Estate (each, a "Fee Mortgage"), except in compliance with the provisions of this Section 15.2(M). Any Fee Mortgage shall be expressly subordinate to this Lease, all amendments and modification thereto and extensions thereof; and shall include the fee mortgagee's agreement to execute, acknowledge and deliver for recording, upon request, to any Lender (or its successor, assignee or designee) a subordination agreement containing such terms as are reasonably acceptable to such Lender. However, the failure by a fee mortgagee to deliver a requested subordination agreement (with respect to this Lease, any Leasehold Mortgage and/or any security for Mezzanine Financing) shall not affect the rights of any Lender hereunder or the priority of such Leasehold Mortgage/security for Mezzanine Financing over such Fee Mortgage. Except as otherwise provided for in this Lease and the Ancillary Agreements, including the easements set forth in the Construction Administration Agreement, Tenant hereby acknowledges and agrees that nothing herein shall serve to prohibit, abridge, or otherwise restrict Landlord's ability to construct upon, utilize, and encumber the Public Park Parcel or any part of the Parent Tract not leased to Tenant. (N) In addition to a copy of the Default Notice, as set forth in Section 15.2(F) above, Landlord agrees to deliver to each Lender of which Landlord has been provided the notice under Section 15.2(E) any other material correspondences or material notices delivered to Tenant, as reasonably deemed material by Landlord. The City and Tenant also agree to deliver to such 64 Lender(s) a copy of any voluntary termination by either Party or the election of Tenant to extend or not extend this Lease as provided under Section 2.2 herein. (0) A Lender that receives the proceeds of insurance or condemnation awards to which Tenant would otherwise have been entitled under Article 16 or Article 17 hereof shall use and apply or dispose of such proceeds or award in accordance with the applicable terms of Article 16 or Article 17, as applicable. If more than one such Lender desires to receive such award and undertake such obligation, the most senior Lender shall have priority in the exercise of such right. If Lenders do not agree on priorities, a written determination of priority issued by a title insurance underwriter licensed in the State of Florida shall govern. (P) To the extent set forth in the applicable Leasehold Mortgage, a Lender shall have the right (but not the obligation) to participate in the adjustment of insurance claims and to appear in any and all Taking proceedings with respect to the portion of the Leasehold Estate encumbered by the Leasehold Mortgage or any portion thereof and to participate in any and all hearings, trials or appeals in connection therewith; provided, however, that no Lender shall have any right, claim or interest in any Taking proceedings that relate to the Fee Estate. (Q) As long as the lien of a Leasehold Mortgage or any security for a Mezzanine Financing remains undischarged, unless Lender shall otherwise expressly consent in writing, the fee title to the Stadium Parcel and the estate of Tenant therein created by this Lease shall not merge, but shall remain separate and distinct, notwithstanding the acquisition of such fee title and such estate of Tenant therein by City or by Tenant or by a third party, by purchase or otherwise. (R) In the event of a Bankruptcy Action in which Tenant thereof is a debtor: (i) If this Lease is rejected in connection with such Bankruptcy Action by the Tenant or a trustee in bankruptcy for such Person (or other Person to such proceeding), such rejection shall be deemed an assignment by such Persons to Lender of the Stadium Parcel and all of Tenant's interests in this Lease and neither the Leasehold Estate nor this Lease shall terminate or be cancelled and Lender shall have all rights and obligations of such Person as if such Bankruptcy Action had not occurred, unless Lender shall reject such deemed assignment by notice to Landlord within thirty (30) Business Days following such rejection. (ii) If any court of competent jurisdiction or other tribunal shall determine that the Lease shall have been terminated or cancelled notwithstanding the provisions of clause (i) above as a result of such rejection, the rights of New Tenant to a new lease under Section 15.2(I) shall not be affected thereby, and Lender and Landlord agree that New Tenant shall enter into such new lease pursuant to the terms and conditions of Section 15.2(I) notwithstanding the foregoing. (S) Each Lender shall be a third party beneficiary of this Article 15. (T) Except as otherwise provided to the contrary in the Sublease, in the event any Lender would have priority over the Sublease, the Lender shall be obligated to agree to recognize and not disturb the rights of Subtenant under its Sublease upon any foreclosure of the Leasehold Mortgage and/or security for a Mezzanine Financing, except in the event Subtenant defaults beyond any applicable cure period under its Sublease. 65 (U) In the event of any conflict between this Section 15.2 and any other terms and provisions of this Lease, this Section 15.2 shall prevail. 15.3 Rights to Sublease and License and Non -Disturbance to Subtenant. (A) Without the prior consent of the City (but with prior written notice, which notice shall include a copy of the proposed Sublease or License), (x) Tenant may enter into one sublease of all or portions of the Stadium Parcel (the "Sublease") with IMS ("Subtenant"), and (y) Subtenant may enter into a license agreement with IMCF ("Licensee") to use the Stadium (the "Team License"), provided in each case that (i) no Event of Default then exists, and (ii) the Sublease and the Team License contain the following provisions: (i) Legal Description. The Sublease and the Team License shall each have clearly defined legal descriptions. (ii) Term. The Sublease and Team License shall be for a term equal to or less than the presently existing Lease Term (i.e., which shall include any properly exercised Options and shall not include any unexercised Options, except that the Sublease and the Team License may provide for an option to extend the term through a period up to and including the expiration of the term of any unexercised Option). (iii) Covenants. The Sublease shall include the covenants required by the. applicable Sections of this Lease and require, to the extent applicable, the Subtenant and the Licensee to comply with all provisions of the Ancillary Agreements applicable to the subleased or licensed premises. (iv) Subordination. The Sublease shall provide that the Sublease (and the Team License shall provide that the Team License) shall be subject and subordinate to the terms of this Lease (but subject to the provisions of any applicable Non -Disturbance Agreement described in Section 15.3(C)). (v) Compliance With Laws and Insurance. The Sublease shall provide that Subtenant (and the Team License shall provide) that that Licensee shall comply in all material respects with all Applicable Laws as to the applicable Soccer Stadium Development Component, and any and all requirements of public liability, fire and other policies of insurance which may be applicable to its operations, activities, rights and obligations under the Sublease. (vi) District 5 Requirements. Without limiting Tenant's obligation to ensure compliance with the District 5 Requirements (as defined in Section 26.3 below), to the extent development of a sub -parcel will be conducted by a Subtenant, Tenant may allocate to such Subtenant(s) the obligation to comply with all or a portion of the District 5 Requirements and, with respect to such Subleases, the Sublease shall provide that such Subtenant shall establish programs to achieve such District 5 Requirements as assigned pursuant to such Sublease. The allocation of a portion of the District 5 Requirements to a Subtenant shall not relieve the Tenant from its obligation to comply with the District 5 Requirements and Tenant shall at all times be primarily liable to Landlord for compliance with such requirements. 66 (B) As provided in Section 15.2 above and subject to the provisions set forth therein, Subtenant shall be permitted to encumber its interest in the Sublease through a Leasehold Mortgage and/or security for a Mezzanine Financing without the consent from Tenant or Landlord being required. (C) Subordination, Non -Disturbance and Attornment Agreement. Notwithstanding anything contained herein to the contrary, Landlord agrees to execute with Subtenant after Subtenant has executed the Sublease in the ordinary course of business, a Subordination, Non -Disturbance and Attornment Agreement (the "Non -Disturbance Agreement") in form and substance attached hereto and made a part hereof as Exhibit "K" of this Lease. Pursuant to the Non -Disturbance Agreement, upon any termination of this Lease prior to the expiration of the then applicable term, and all options or renewal terms, under the Sublease having the benefit of the Non -Disturbance Agreement, the Sublease shall continue in full force and effect and Landlord shall succeed to all of the right, title and interest of Tenant as landlord under the Sublease and the Sublease shall become a direct lease between Landlord and Subtenant thereunder thereby establishing privity of estate and contract as between Landlord and Subtenant under the Sublease with the same force and effect as though the Sublease were originally made from Landlord in favor of Subtenant. Notwithstanding the foregoing, however, Landlord will not be responsible for any monies on deposit with Tenant to the credit of Subtenant not received by Landlord. The Non -Disturbance Agreement shall also be subject to the condition that Landlord: (i) shall not be liable for any act or omission of any prior landlord, including, without limitation, Tenant, or for any fact, circumstance or condition existing prior to Landlord's termination of the Lease or taking of possession; (ii) shall not be bound by any rent or additional rent which Subtenant may have prepaid more than one (1) month in advance under the Sublease; (iii) shall not be subject to any offsets, claims or defenses which Subtenant might have against any prior landlord (including, without limitation, Tenant) except to the extent Subtenant has such rights under its Sublease; (iv) shall not be bound by any amendment to the Sublease entered into without Landlord's consent that would have a material adverse effect on Landlord's rights or by any agreement in the Sublease to construct or complete Subtenant premises or any improvement thereof for Subtenant, or to indemnify Subtenant for any loss resulting from a failure to timely deliver Subtenant premises (provided, however, that Landlord shall make casualty insurance proceeds received by it for a loss suffered by Subtenant available for repair or reconstruction of such premises); and (v) shall not have an obligation to return any security deposit which the Subtenant may have paid or deposited under the Sublease (unless such security deposit was previously transferred to the Landlord). Upon request from Licensee, the Landlord shall provide Licensee with a non -disturbance agreement in form and substance similar to the Non -Disturbance Agreement provided pursuant to this Section 15.3(C). 67 (D) Concessionaires and Licensees of Subtenant. The Subtenant and/or Licensee may enter into one or more concession or license agreements for the limited use and occupancy of all or portions of the Stadium or the Stadium Parcel without the prior consent of the Landlord provided that such agreements conform to the obligations set forth in this Lease, the Sublease, and the Team License, as applicable, and, upon request from such Concessionaire or licensee, the Landlord shall provide such Concessionaire or licensee with a non -disturbance agreement in form and substance similar to the Non -Disturbance Agreement provided pursuant to Section 15.3(C). 15.4 Estoppel Certificates from Landlord. Upon request of Tenant, any Lender or Subtenant, Landlord agrees to give such requesting party an estoppel certificate in accordance with Section 23.2 herein, and the requesting party shall be entitled to rely on the estoppel certificate; provided that Landlord shall not incur any liability for damages to any Lender, the Subtenant or other third party by virtue of providing such certificate, even if later determined to be inaccurate (provided that Landlord has exercised good faith in so providing). If Landlord fails to provide such estoppel certificate within the sixty (60) day period set forth in Section 23.2 herein, the Tenant, Lender, or Subtenant (as applicable) shall deliver a second notice to the Landlord requesting the estoppel certificate, which shall prominently set forth that such notice is a second notice. 15.5 Facilities Maintenance Agreement. (A) To promote the integrated and mixed use nature of the Project, including identification of such portions of the Project available for public use, and to ensure that the common or shared components of the overall Project (such as, without limitation, walkways, promenades, driveways, parking facilities, park areas, Project -wide lighting and signage, and other shared components, areas and facilities) are maintained and benefit each other, the Tenant shall have the right to enter into (and record a notice thereof in the public records) a facilities maintenance agreement, which agreement shall be subject to the reasonable approval of the Landlord (the "Facilities Maintenance Agreement"). Pursuant to the Facilities Maintenance Agreement, the plazas, walkways, greenways, and sidewalks identified in the Development Concept for the Development Parcel shall be generally maintained "open to the public" without discrimination, subject to reasonable operational rules, regulations and restrictions typically imposed by commercial operators of commercial properties similar to the Development Parcel, and such common or shared components, areas and facilities will be available for use by the portions of the Development Parcel and Stadium Parcel intended to be served thereby. The Facilities Maintenance Agreement shall provide that the plaza area immediately adjacent to the Stadium Parcel and within the security perimeter of the Stadium, as identified in the Approved Special Area Plan, will be accessible by ticketholders of Stadium Events at no additional charge and will be made available to IMS for the operational needs of the Stadium during Stadium Events. The Facilities Maintenance Agreement will provide the method by which the cost of the maintenance of the common areas and facilities will be shared by the respective users or Subtenants of the Project, which, to the extent practicable, will be pro rata amongst such parties. The Parties, in good faith, agree to negotiate, as a part of the Landlord's review and approval of the Facilities Maintenance Agreement, the potential rights of the Landlord to terminate the Facilities Maintenance Agreement, and the consequences thereof, with respect to those portions of the Development Parcel that Landlord takes back possession in connection with the exercise of 68 any rights or remedies available under this Lease; provided, however, with respect to any parcel that Landlord intends to use as a park or other public purpose, Landlord shall have the unfettered right to have any such parcels released from the Facilities Maintenance Agreement. (B) Upon execution of the Facilities Maintenance Agreement (and following Landlord's approval thereof), Landlord hereby agrees to recognize and not disturb the rights of Tenant and any transferee (and its or their respective Subtenant, Licensee, Concessionaires and/or other licensee, employees, customers, guests, invitees and/or other permitted users) to the common or shared components, areas or facilities identified as such in the Facilities Maintenance Agreement and, if requested by Tenant, execute a joinder to the Facilities Maintenance Agreement for the sole purpose of recognizing the rights set forth therein. 15.6 Prohibition on Transfer of Mas Family Control. Tenant (i) represents and warrants that the Mas Family has, as of the Lease Commencement Date, Control of MFP, and (ii) agrees that, from and after the Lease Commencement Date until achievement of Park Site Development Completion and the receipt of a Certificate of Occupancy for the Soccer Stadium Development, the Mas Family shall continuously and without interruption maintain Control of MFP. The representations and warranties set forth in this Section 15.6 shall be deemed material representations and warranties for purposes of Section 18.1(H). ARTICLE 16. EMINENT DOMAIN 16.1 Taking of Stadium Parcel. For purposes of this Article 16, any of the following three events shall be deemed a "Taking": (a) if any part of the Stadium Parcel is taken or condemned through the exercise of the power of eminent domain by any governmental or private board, body, or agency having the right to exercise such power or through inverse condemnation; (b) if any part of the Stadium Parcel is conveyed to any condemning authority under threat of condemnation before or after proceedings have been commenced to acquire the property by the condemning authority; or (c) if a "taking" is judicially declared with respect to any part of the Stadium Parcel. Landlord, Tenant, Subtenant, Concessionaire, and any Leasehold Mortgagee may appear and participate in any such proceeding or action, to negotiate and prosecute any claim for compensation on account of any Taking as it relates to each of their respective interests in the Stadium Parcel. All amounts, including, but not limited to, any business damages and/or moving and relocation expenses, paid in connection with any Taking of the Stadium Parcel shall be applied pursuant to this Article 16. All such amounts are defined as the "Award." 16.1.1 In the event of a Taking of the entire Stadium Parcel ("Total Taking"), the Term shall terminate on the date that title transfers to the condemning authority. In the event of a Total Taking, the Parties shall have the following rights and obligations with respect to the Award, each measured as if no Total Taking had occurred: (i) Landlord shall have the right to receive that portion of the Award that represents the Leased Fee Value, and (ii) Tenant shall have the right to receive that portion of the Award that represents the fair market value of the Improvements and the value of Tenant's Leasehold Estate created pursuant to this Lease, together with any relocation costs and any other damages or costs incurred as a result thereof that Tenant may be entitled to under Applicable Law. 69 16.1.2 In the event of a Taking of less than the entire Stadium Parcel ("Partial Taking"), the Parties shall have the following rights and obligations with respect to the Award, each measured as if no Partial Taking had occurred: (i) Landlord shall have the right to receive that portion of the Award that represents the Leased Fee Value of such portion of the Stadium Parcel subject to the Partial Taking, and (ii) Tenant shall have the right to receive that portion of the Award that represents the fair market value of the Improvements within such portion of the Stadium Parcel subject to the Partial Taking and the value of Tenant's Leasehold Estate for such portion of the Stadium Parcel subject to the Partial Taking, together with any relocation costs and any other damages or costs incurred as a result thereof that Tenant may be entitled to under Applicable Law. In addition, should Tenant elect not to terminate this Lease in accordance with Section 16.3 below, (x)Tenant is additionally entitled to that portion of the Award that represents the cost to repair and restore any damage to the Stadium Parcel ("Cost to Cure") as provided for in Section 16.4. and (y) Landlord shall be entitled to that portion of the Award that represents damages to the Stadium Parcel remaining after the restoration by Tenant ("Unmitigated Damages"). Should Tenant elect to terminate this Lease in accordance with Section 16.3 below, Landlord shall be entitled to that portion of the Award that represents the Cost to Cure and any Unmitigated Damages to the remaining Stadium Parcel. 16.1.3 With respect to any Taking, Tenant may also pursue a separate claim for business damages, for any trade fixtures and personal property so taken which were the property of Tenant, for moving and/or relocation costs, and for any other damages or costs incurred as a result thereof that Tenant may be entitled to under Applicable Law. 16.2 Proceeds of Taking. If this Lease is terminated following a Total Taking under Section 16.1, or if this Lease is terminated following a Partial Taking under Section 16.3 herein, the proceeds of any such Taking (whole or partial) shall be distributed as described in Section 16.1 and Section 16.2, as applicable. If the value of the respective interests of Landlord and Tenant shall be determined according to the foregoing provisions of this Article 16 in the proceeding pursuant to which the Stadium Parcel shall have been taken, the values so determined shall be conclusive upon Landlord and Tenant. If such values shall not have been separately determined in such proceeding, such values shall be fixed by agreement mutually acceptable to Landlord and Tenant, or if they are unable to agree, by an apportionment hearing within the condemnation proceeding. In any type of proposed Taking that results under this Article 16, Landlord and Tenant, in their respective capacities, may each seek to recover from the condemning authority their respective attorney's fees and costs in the manner provided for under Applicable Law, including under Chapters 73 and 74 of the Florida Statutes, and the laws related thereto. 16.3 Partial Taking; Termination of Lease. If, in the event of a Partial Taking, in the good faith, reasonable judgment of Tenant: (i) the remaining portion of the Stadium Parcel not so taken cannot be adequately restored, repaired or reconstructed so as to constitute a complete architectural unit of substantially the same usefulness, design, construction, and commercial feasibility, as immediately before such Taking, or (ii) the Award to Tenant for such Partial Taking is insufficient to pay for such restoration, repair or reconstruction of the Stadium Parcel, Tenant shall have the right, to be exercised by written notice to Landlord within one hundred twenty (120) days after the date of Partial Taking, to terminate this Lease on a date to be specified in such notice (not to exceed thirty (30) days after the date of Partial Taking) (such termination date hereinafter referred to as the "Partial Taking Termination Date"). In such case Tenant shall pay and shall 70 satisfy all Rents and other payments due and accrued hereunder up to the Partial Taking Termination Date and shall perform all of the obligations of Tenant hereunder to such Partial Taking Termination Date, and thereupon this Lease and the Term herein shall cease and terminate. 16.4 Partial Taking; Continuation of Lease. If, following a Partial Taking, this Lease is not terminated as hereinabove provided, then (i) the Term of this Lease shall terminate as to the portion of the Stadium Parcel taken in such condemnation proceedings; and (ii) as to that portion of the Stadium Parcel not taken, Tenant shall use its portion of the Award arising from the Partial Taking and/or insurance proceeds paid to Tenant to make an adequate restoration, repair or reconstruction or, at Tenant's discretion, to rebuild a new building upon the portion of the Stadium Parcel not affected by the Taking. Any portion of the Award payable to Tenant and not used for such restoration, reconstruction, repair or rebuilding, shall be retained by Tenant. If the part of the Award so paid to Tenant is insufficient to pay for such restoration, repair or reconstruction, but Tenant does not terminate the Lease pursuant to Section 16.3, Tenant shall be responsible for providing the additional monies required to pay the remaining cost of whatever restoration, repair and reconstruction is required to complete the same in accordance with the applicable provisions of the Construction Administration Agreement (as if same were applicable to such restoration, repair or reconstruction) free from mechanics' or materialmen's liens. Tenant shall at all times defend and save Landlord free and harmless from any and all such liens (all in accordance with the applicable provisions of this Lease). If Tenant elects not to terminate the Lease Term, then the Rent and/or other amounts otherwise payable hereunder by Tenant may be partially abated on an equitable basis as determined by the specific scope of the Partial Taking. 16.5 Temporary Taking. If the whole or any part of the Stadium Parcel or of Tenant's interest under this Lease is taken for a temporary period ("Temporary Taking"), the Term shall not terminate by reason thereof, and Tenant shall continue (i) to pay, in the manner and at the times herein specified, the Rent, and all other charges payable by Tenant hereunder, though partially abated during the period of such Temporary Taking to the extent any portion of the Stadium Parcel is unavailable for use by Tenant (such abatement to be determined on an equitable basis), and (ii) except only to the extent that Tenant either may be prevented from so doing pursuant to the terms of the order of the condemning authority or is unable to do so given the nature of the Temporary Taking, to perform and observe all of the other terms, covenants, conditions and all obligations hereof upon the part of Tenant to be performed and observed, as though such Temporary Taking had not occurred; provided, however, that: (i) if the Temporary Taking occurs and is expected to exceed a period of one (1) year, and (ii) to the extent the remaining portion of the Stadium Parcel not so temporarily taken cannot be adequately restored, repaired or reconstructed so as to constitute a complete architectural unit of substantially the same usefulness, design, construction, and commercial feasibility, as immediately before such Temporary Taking, Tenant may elect to terminate the remaining Term by notifying Landlord of such election within sixty (60) days after the date of such Temporary Taking. In the event of a Temporary Taking, Tenant and Landlord shall be permitted to pursue condemnation proceeds in the manner provided for a Partial Taking. 16.6 Additional Takings. In case of a second or any additional Partial Taking(s) from time to time, the provisions hereinabove contained shall apply to each such Partial Taking. In any such events, the Award shall be divided in accordance with the provisions of this Article 16. 71 ARTICLE 17. DAMAGE AND DESTRUCTION 17.1 Tenant's Duty to Restore. Subject to Section 17.5, if at any time during the Term, the Stadium Parcel, the Improvements, or any part thereof, shall be damaged or destroyed by fire or other casualty covered within the insurance designation of fire and extended coverage required pursuant to Article 8 herein, Tenant, at its sole cost and expense, if so requested by Landlord, or elected by Tenant, and provided that the insurance proceeds related to such casualty are made available to Tenant for use in connection therewith and are sufficient to pay for such restoration, repair or reconstruction, shall, using good faith, commence with reasonable diligence, to repair, alter, restore, replace or rebuild the same as nearly as reasonably possible to its value, conditions and character which existed immediately prior to such damage or destruction, subject to such changes or alterations as Tenant may elect to make in conformity with the provisions of this Lease and modern construction techniques and methods, with such repair and rebuilding to be completed as soon as is possible giving due attention to the MLS season after such fire or other casualty occurs and in any event not later than two years after such fire or other casualty occurs. Provided Tenant otherwise complies with the terms of this Lease and, if necessary, obtains Landlord's approval, it may construct Improvements which are larger, smaller or different in design from, and which represent a use comparable to, prior use or as are allowed by Article 5 of this Lease and by Applicable Laws. If there is substantial interference with the operation of Tenant's activities or use of the Stadium, then Tenant will be temporarily authorized to use other facilities and to schedule Stadium Events at other facilities. It is specifically understood by and between the Parties that during the period of such interference, Tenant shall have the right to schedule Stadium Events at other facilities and Tenant's obligations pursuant to this Lease shall be abated during such interruption. However, in the event insurance proceeds related to such casualty are not made available to Tenant for use in connection therewith, or are insufficient to enable the continuation of operations on the Stadium Parcel, or in the event that casualty so damages a material portion of the Soccer Stadium Development such that Tenant cannot reasonably be expected to operate its business within the Stadium Parcel as intended for a period of more than one hundred eighty (180) days, and Tenant elects not to rebuild, Tenant shall have the right to terminate this Lease, or at its discretion, terminate the Lease only as to the portion of the Stadium Parcel affected by such casualty, in which event (i) the Stadium Parcel or the applicable portion thereof shall be returned to Landlord in its then existing condition (except that Tenant shall use the insurance proceeds to demolish any structures or improvements that are unusable or unsafe), and (ii) all Rent shall be abated or equitably adjusted on a proportionate basis from and after the termination date set forth on Tenant's termination notice. The balance of any unused insurance proceeds shall be paid to Tenant and any Lender as their respective interests may appear. 17.2 Interrelationship of Lease Sections. Except as otherwise provided in this Article 17, the conditions under which any construction, repair and/or maintenance work is to be performed and the method of proceeding with and performing the same shall be governed by all the provisions of Article 5 and Article 10, subject to changes to the extent permissible under Article 11. 17.3 Loss Payees of Tenant -Maintained Property Insurance. With respect to all policies of property insurance required to be maintained by Tenant in accordance with this Lease, (a) Landlord shall be named as a loss payee as its interest may appear (and if a Lender then exists, 72 the Lender shall also be named as the loss payee), and (b) the loss thereunder shall be payable to Tenant, Landlord and any Lender under a standard mortgage endorsement. Neither Landlord nor any Lender shall unreasonably withhold its consent to a release of the proceeds of any fire or other casualty insurance for any loss which shall occur during the Term for repair or rebuilding (when the Improvements are to be repaired or rebuilt as provided herein); provided that Lender's agreement relative to insured losses and use of proceeds shall be subject to the terms of the Leasehold Mortgage or the security for a Mezzanine Financing (as applicable). Any proceeds remaining after completion of rebuilding or repair under this Article 17, shall be paid to Tenant. 17.4 Abatement of Rent. During the period of any repair or maintenance under this Article 17, and provided that such repair or maintenance is being promptly and diligently pursued, Stadium Rent shall be abated until such time as the repairs/rebuilding has been substantially completed (as evidenced by a Certificate of Occupancy or completion), with such abatement being on a proportionate basis (i.e., Stadium Rent shall be abated on the same percentage basis as the percentage of the square footage of the Improvements that are damaged or destroyed vis-a-vis the square footage of all similar Improvements within the Stadium Parcel). Notwithstanding the foregoing, to the extent covered by business interruption insurance, casualty or other insurance required to be carried by Tenant under this Lease, there will be no abatement of Rent and Tenant shall pay Stadium Rent to the Landlord during any such period of repair and maintenance. 17.5 Termination of Lease for Certain Material Destruction and/or Occurs During Last Four (4) Years of Lease Term. Notwithstanding anything to the contrary contained herein, in the event that (i) the Improvements (or any part thereof) shall be damaged or destroyed by fire or other casualty during the last four (4) years of the Term (as same may be extended from time to time by Tenant exercising one or more Options), and the estimated cost for repair and restoration exceeds an amount equal to twenty five percent (25%) of the then -current fair market value (excluding the value of the land) of the Soccer Stadium Development (as determined by an appraisal completed by an appraiser, who is a member of the Appraisal Institute, selected by the Tenant and approved in writing by the Landlord), or (ii) the Improvements (or any part thereof) shall be damaged or destroyed by fire or other casualty at any time during the Term and either (x) the estimated cost for repair and restoration exceeds thirty percent (30%) of the then -current fair market value (excluding the value of the land) of the Soccer Stadium Development (as determined by an appraisal completed by an appraiser, who is a member of the Appraisal Institute, selected by the Tenant and approved in writing by the Landlord), or (y) the damage is such that the Improvements cannot be repaired or rebuilt (as reasonably determined by Tenant) within one hundred eighty (180) days of the occurrence of such damage or destruction, then Tenant shall have the right to terminate this Lease and its obligations hereunder by giving written notice to Landlord within ninety (90) days after such damage or destruction. In the event of termination, this Lease shall terminate fifteen (15) days following receipt of such written notice, and Tenant shall not be entitled to the return of any Rent, though all Rent following the occurrence of such casualty or other damage shall be abated on the same percentage basis Stadium Parcel). In such event, the property insurance proceeds for the damaged buildings and Improvements, including business interruption insurance proceeds, shall be first used for returning the Stadium Parcel to Landlord in the condition Tenant received it on the Lease Commencement Date of this Lease, including, but not limited to, the clearing of the land of any construction, after which, any balance shall be paid to Tenant and any Lender as their respective interests may appear. 73 ARTICLE 18. EVENTS OF DEFAULT, REMEDIES, AND TERMINATION 18.1 Events of Default of Tenant. Each of the following shall be an Event of Default of Tenant under this Lease: (A) Tenant fails to make any payment of Rent or other monies payable to Landlord under this Lease (or Tenant fails to make payment of Liquidated Damages, as defined in the Non -Relocation Agreement) when and as the same shall become due and payable and such default shall continue for a period of ten (10) days after written notice thereof from Landlord to Tenant (a "Monetary Default"); provided that if Tenant has committed a Monetary Default in the previous twelve (12) calendar months, no such written notice or ten (10) day cure period shall be necessary; or (B) Tenant fails to maintain any of the insurance coverage required hereunder or pay any of the premiums required to be paid with respect thereto, and such occurrence or failure continues for a period of thirty (30) days after notice thereof given to Tenant by Landlord or results in the cancellation or non -renewal of such coverage, whichever shall first occur; or (C) Tenant fails to keep, observe and/or perform any material covenant or agreement of this Lease (excluding the other defaults listed in this Article 18) and such default shall continue for a period of thirty (30) days after written notice thereof from Landlord to Tenant setting forth with reasonable specificity the nature of the alleged breach; provided, however, that if the default is of such a nature that it is not susceptible of cure with due diligence and in good faith within such thirty (30) day period then no such default shall be deemed to have occurred provided Tenant shall have (i) duly commenced such cure within such period and then diligently prosecuted such cure to completion; and (ii) completed such cure as expeditiously as reasonably possible under the circumstances (not necessarily limited to thirty (30) days); or (D) MLS, prior to the Commencement of Construction of the Stadium, terminates, rescinds or otherwise does not permit IMCF to continue to have and maintain the rights to an MLS team in South Florida without Landlord having approved a successor MLS team; or (E). IMCF, prior to Commencement of Construction of the Stadium, makes a public announcement of its intent, or executes an agreement, to play its Home Matches in a manner that would violate the Non -Relocation Agreement; or (F) IMCF, prior to Commencement of Construction of the Stadium, relinquishes or otherwise loses the rights to have and maintain an MLS team in South Florida without Landlord having approved a successor MLS team; (G) MLS, prior to Commencement of Construction of the Stadium, shall cease to exist; or (H) Tenant is dissolved without Landlord having permitted a successor to the rights and obligations under the Lease; or 74 (I) Any representation or warranty made by Tenant in this Lease pursuant to Section 25.2 shall prove to have been incorrect in any material respect; or (J) Tenant shall default under the Construction Administration Agreement with respect to (i) such matters that relate to the Stadium Parcel or Park Site Development, including, without limitation, the Environmental Work within the Stadium Parcel and the Public Park Parcel, (ii) such matters that relate to compliance with Environmental Laws within the Stadium Parcel or Public Park Parcel, or (iii) such matters as set forth in Sections 3.5 or 4.1(B) of the Construction Administration Agreement (excluding any Event of Default of the Construction Administration Agreement addressed under Section 18.1(N) and Section 18.1(0) which are separate Events of Default hereunder); or (K) Tenant becomes bankrupt or insolvent or makes a general assignment for the benefit of creditors or takes the benefit of any insolvency act, or if any debtor proceedings be taken by or against Tenant; or (L) A receiver is appointed for the Tenant's property and the appointment is not vacated and set aside within ninety (90) days from the date of the appointment; or (M) Within a period of ten (10) days after written notice thereof from Landlord to Tenant, Tenant (i) fails to commence using commercially reasonable efforts to enforce any material term or provision to be performed or observed by any Subtenant under any Sublease related to the use, condition, or development of the property subject to the Sublease, and such non- performance or failure to observe by any such Subtenant would constitute a default under this Lease had such default occurred under this Lease, and (ii) fails, upon written notice from Landlord to Tenant requesting such termination, to exercise the termination rights set forth in such Sublease after Subtenant's failure to cure such default within the period set forth in the Sublease (which cure period shall not be longer than the applicable cure periods set forth in this Lease with respect to such default); or (N) Tenant fails to Commence Construction of the Environmental Work and Stadium by the Commencement of Construction Deadline (as defined in the Construction Administration Agreement); or (0) Tenant fails to Complete Construction of the Public Benefits by the Public Benefits Completion Deadline (as defined in the Construction Administration Agreement) (with each of items (B) through (0) being referred to herein as a "Nonmonetary Default"). Monetary Defaults and Nonmonetary Defaults are sometimes both referred to in this Lease as an "Event of Default." 18.2 General Remedies. Upon occurrence of any Event of Default, Landlord may exercise all or any of the following remedies, all cumulative (such that exercise of one remedy shall not preclude exercise of another remedy, except that EventsofDefault described in Section 18.2(F). shall have the remedies set forth therein), in addition to such other remedies as may be available at law or in equity or under any other terms of this Lease (as limited by Section 14.2): (A) Terminate this Lease by giving Tenant written notice of termination in which event this Lease shall terminate on the date specified in such notice, which shall be at least 75 thirty (30) days after the giving of such notice, unless Tenant cures the Event of Default prior to the expiration of such thirty (30) day period; upon such termination, all rights of Tenant under this Lease shall expire and terminate as of the date specified in such notice, Tenant shall remain liable for all obligations under this Lease up to the date of such termination and Tenant shall be released and relieved from any and all liability under this Lease accruing from and after the date of termination, except for those matters which expressly survive termination of the Lease, and Tenant shall surrender the Stadium Parcel to Landlord on the date specified in such notice; (B) Terminate this Lease as provided in the immediately preceding Subsection and recover from Tenant all damages Landlord may incur by reason of Tenant's default, including without limitation, the sums due under Section 18.3 below (as limited by Section 14.2 above); or (C) Re-enter and take possession of the Stadium Parcel with process of law, whether by summary proceedings or otherwise, and remove Tenant, with or without having terminated this Lease, and without thereby being liable for damages or guilty of trespass; or (D) Recover from Tenant all damages Landlord incurs by reason of Tenant's default, including reasonable costs of recovering possession, reletting the Stadium Parcel, and any and all other damages legally recoverable by Landlord, and reimbursement of Landlord's reasonable out of pocket costs, other than attorneys' costs and fees. Notwithstanding the foregoing, (x) unless otherwise required by Applicable Laws, Landlord need not commence separate actions to enforce Tenant's obligations for each month's Rent not paid, or each month's accrual of damages for Tenant's default, but may bring and prosecute a single combined action for all such Rent and damages; and (y) Landlord may not recover any loss of business or profits or other consequential damages or punitive or special damages of any kind for Tenant's default, regardless of the cause of Tenant's default; or (E) Without the need to exercise any other remedy against Tenant, Landlord may seek a court order enjoining Tenant from continuing any alleged default or from committing any threatened default. Tenant specifically and expressly acknowledges that damages would not constitute an adequate remedy for any Nonmonetary Default; and (F) Notwithstanding any other provision in this Lease to the contrary, in the case of an Event of Default under Section 18.1(N) and Section 18.1(0), then Landlord's remedies shall be such remedies as set forth in Section 5.4(B). 18.3 Additional Rights of Landlord after Termination. Subject to the rights and obligations under any Non -Disturbance Agreement, after termination of this Lease by Landlord due to an Event of Default by Tenant and notwithstanding anything to the contrary contained in Section 18.2, Tenant shall be liable to Landlord for Rent through the end of the then applicable Term, along with any other monetary obligations owing to Landlord hereunder by Tenant and Impositions that accrued prior to the termination of this Lease and which was not paid by Tenant. Landlord shall not be required to exert any efforts to mitigate its damages by reason of an early termination of this Lease. Landlord shall in no way be responsible or liable for any failure to relet the Stadium Parcel or any part thereof, or for any failure to collect any rent due for any such reletting. 76 18.4 No Waiver by Landlord. No failure by Landlord to insist upon the strict performance of any of the terms of this Lease or to exercise any right or remedy consequent upon a breach thereof, and no acceptance by Landlord of full or partial Rent during the continuance of any such breach, shall constitute a waiver of any such breach or of any of the terms of this Lease. None of the terms of this Lease to be kept, observed or performed by Tenant, and no breach thereof, shall be waived, altered or modified except by a written instrument executed by Landlord. No waiver of any breach shall affect or alter this Lease, but each of the terms of this Lease shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. No waiver of any default of Tenant hereunder shall be implied from any omission by Landlord to Tenant any action on account of such default, and no express waiver shall affect any default other than the default specified in the express waiver and then only for the time and to the extent therein stated. One or more waivers by Landlord shall not be construed as a waiver of a subsequent breach of the same covenant, term or conditions. No receipt of money by Landlord from Tenant after termination of this Lease, or after the giving of any notice of termination of this Lease, shall reinstate, continue, or extend this Lease or affect any notice theretofore given to Tenant, or waive Landlord's right to enforce payment of any Rent payable or later falling due, or Landlord's right to recover possession by proper remedy, except as this Lease expressly states otherwise, it being agreed that after service of notice to terminate this Lease or the commencement of suit or summary proceedings, or after final order or judgment for possession, Landlord may demand, receive, and collect any moneys due or thereafter falling due without in any manner affecting such notice, proceeding, order, suit or judgment, all such moneys collected being deemed payments on account of use and occupation or, at Landlord's election, on account of Tenant's liability. 18.5 Landlord Default. The provisions of Section 18.5 shall apply if anyof the following shall happen (a "Landlord Default"): if default shall be made by Landlord (i) in failing to keep, observe or perform any of the duties imposed upon Landlord pursuant to the terms of this Lease in any material respect, or (ii) any representation or warranty made by Landlord in this Lease shall prove to have been incorrect in any material respect and such default shall continue for a period of ninety (90) days after written notice thereof from Tenant to Landlord setting forth with reasonable specificity the nature of the alleged default or breach, provided, however, if the default or breach is of a nature that it is not susceptible of cure with due diligence and in good faith within such ninety (90) day period, Landlord shall have such additional time as shall be reasonable necessary to cure such default or breach so long as it continues to prosecute the cure of such default or breach with due diligence and in good faith. 18.6 Surrender of Stadium Parcel. In accordance with Section 2.2(D) herein, should Tenant fail to properly and/or timely surrender the Stadium Parcel to Landlord, then Tenant shall be liable to Landlord for the Stadium Rent for the Stadium Parcel, along with any other monetary obligations owing to Landlord hereunder by Tenant, and Impositions (those expenses directly related to the Stadium Parcel, including, but not limited to, utility charges maintenance expenses, security expenses, insurance expenses and any special charges levied by a Governmental Agency), but only for that period of time Tenant fails to quit and peacefully surrender the Stadium Parcel to Landlord. 18.7 No Waiver by Tenant. Failure by Tenant to insist upon the strict performance of any of the terms of this Lease or to exercise any right or remedy upon a breach thereof, shall not 77 constitute a waiver of any such breach or of any of the terms of this Lease. None of the terms of this Lease to be kept, observed or performed by Landlord, and no breach thereof, shall be waived, altered or modified except by written instrument executed by Tenant. No waiver of any default of Landlord shall be implied from any omission by Tenant to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the express waiver and then only for the time and to the extent therein stated. One or more waivers by Tenant shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition. 18.8 Failure to Cure Default by Landlord. If a Landlord Default shall occur, Tenant, at any time after the cure period set forth in Section 18.8, shall have the following rights and remedies which are cumulative: (A) To recover from Landlord damages Tenant incurs by reason of Landlord's default, including reasonable costs of recovering possession and reimbursement of Tenant's reasonable out of pocket costs, other than attorneys' costs and fees; (B) To restrain, by injunction, the commission of or attempt or threatened commission of a Landlord Default and obtain a decree specifically compelling performance of any such term or provision of the Lease; provided, however, that Tenant shall not (and hereby waives the right to) seek or file a Lis Pendens against the Stadium Parcel or adjoining property; or (C) Terminate any and all obligations that Tenant may have under this Lease, in which event Tenant shall be released and relieved from any and all liability under this Lease, except for those obligations accrued and owed prior to such termination, and shall surrender possession of the Stadium Parcel to Landlord. (D) Notwithstanding the foregoing, in no event and under no circumstances will any remedies set forth in this Section 18.8 bind Landlord in its capacity as a sovereign or result in requiring the Landlord to take any regulatory action of any kind or any action in violation of the Charter Amendment or Referendum. 18.9 No Waiver by Tenant. Failure by Tenant to insist upon the strict performance of any of the terms of this Lease or to exercise any right or remedy upon a breach thereof, shall not. constitute a waiver of any such breach or of any of the terms of this Lease. None of the terms of this Lease to be kept, observed or performed by Landlord, and no breach thereof, shall be waived, altered or modified except by written instrument executed by Tenant. No waiver of any default of Landlord shall be implied from any omission by Tenant to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the express waiver and then only for the time and to the extent therein stated. One or more waivers by Tenant shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition. 18.10 Statutory Notices. The notices of defaults to be given under this section may be the same as the notice required under Section 83.20, Florida Statutes, or any successor statute and this Lease shall not be construed to require Landlord to give two separate notices to Tenant before proceeding with any remedies. 78 18.11 Limitation of Remedies; Exculpation. Each Party waives all claims against the other Party under this Lease based on or for the loss of business or profits or other consequential damages or for punitive or special damages of any kind, regardless of the cause. None of a Party's officers, employees, agents, representatives, officials, directors, equity -holders, members, shareholders, partners, or affiliates shall ever have any personal liability to the other Party under this Lease. No act or omission of Landlord or its officers, employees, agents, representatives, officials, directors, equity -holders, members, shareholders, partners, or affiliates shall constitute an actual or constructive eviction of Tenant unless Landlord shall have first received notice of Tenant's claim and shall have failed to cure it after having been afforded a reasonable time to do so, which in no event shall be less than thirty (30) days. 18.12 Adjustment of Base Rent Upon Termination or Expiration of Commercial Lease. In the event of the termination of the Commercial Lease or the expiration of the term thereof, the Stadium Rent payable by the Tenant under this Lease shall be adjusted upward to equal the Aggregate Minimum Rent Payment. ARTICLE 19. LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS; REIMBURSEMENT OF LANDLORD FOR AMOUNTS SO EXPENDED 19.1 Performance of Tenant's Covenants to Pay Money. Tenant covenants that if it shall at any time default in the payment of any Impositions pursuant to this Lease, or shall fail to make any other payment to any third party required to be paid hereunder that would result in a lien on the Fee Estate, and any such failure shall continue for thirty (30) days after written notice by Landlord to Tenant ("Notice of Non -Payment of Imposition"), then Landlord may, but shall not be obligated to, and without further notice to or demand upon Tenant and without waiving or releasing Tenant from any obligations of Tenant set forth in this Lease, pay any such Imposition or make any other payment which Tenant has improperly failed to pay as set forth in the Notice of Non -Payment of Imposition. No such action shall be taken, however, if Tenant is duly contesting the payment of same as permitted by the provisions hereof, including, but not necessarily limited to, Contests pursuant to Section 4.2. 19.2 Landlord's Right to Cure Tenant's Default. Notwithstanding anything herein to the contrary, if there shall be any default by Tenant, beyond notice and any applicable cure period, under this Lease, any Leasehold Mortgage or any Mezzanine Financing (including, but not limited to, any default involving Tenant's failure to keep the Improvements in good condition and repair, to make any renewals or replacements or to remove any dangerous condition, all in accordance with any applicable requirements set forth in this Lease), then upon prior written notice to Tenant, Landlord may, but shall have no obligation to, cure any such default in addition to any and all of Landlord's other remedies hereunder. 19.3 Reimbursement of Landlord and Tenant. All sums advanced by Landlord pursuant to any provisions of this Lease, and all necessary and incidental costs and expenses in connection with the performance of any acts described therein, together with interest at the Default Rate from the date of the making of such advances to the date reimbursed to Landlord by or behalf of Tenant, shall be deemed additional rent, and shall be promptly paid by Tenant, in the respective amounts so advanced, to Landlord. Such reimbursement shall be made on demand, or, at the option 79 of Landlord, may be added to any Stadium Rent then due or becoming due under this Lease, and Tenant covenants to pay the sum or sums with interest at the Default Rate as provided above. In the event of nonpayment of such reimbursement, Landlord shall have, in addition to any other right or remedy of Landlord, the same rights and remedies as in the case of default by Tenant in the payment of any installment of Stadium Rent. ARTICLE 20. ARBITRATION 20.1 Binding Arbitration. Any and all disputes arising out of or related to this Lease (including all monetary (but excluding payment of Stadium Rent) and non -monetary matters) shall be submitted to binding arbitration in accordance with the provisions of this Article 20; provided, however, that no such dispute relating to the payment of Stadium Rent shall be submitted to binding arbitration. The matters to be submitted to binding arbitration in accordance with this Article 20 shall include, without limitation: (i) whether Landlord's or Tenant's actions hereunder are "reasonable" where this Lease requires such actions to be reasonable; and (ii) whether either Party has complied with any provisions hereof requiring that any approval by such Party "shall not be unreasonably withheld or delayed". 20.2 Procedures. Any binding arbitration pursuant to this Article 20 shall be governed by the following procedures: (A) Demand. Any Party (the "Demanding Party") may make written demand upon the other Party (the "Non -Demanding Party") to commence arbitration. Such demand shall include a statement of the question to be arbitrated. (B) Selection of Proposed Arbitrators. Upon any such demand being made by either Party, the Demanding Party shall, within five (5) Business Days thereafter, make a written request to the American Arbitration Association, which shall provide, within thirty (30) days after such request is made, a list (the "List of Proposed Arbitrators") with the names, addresses, qualifications and financial requirements of eleven (11) proposed arbitrators (the "Proposed Arbitrators"). The Non -Demanding Party shall be copied on any such written request. (C) Qualifications. Every Proposed Arbitrator from the list must be a member qualified by the American Arbitration Association or any successor organization and be neutral and independent of the Parties, and no Proposed Arbitrator shall: (i) be a person who is or has been an employee of either Landlord or Tenant during the five (5) year period immediately preceding his or her appointment; (ii) be affiliated with either Parties' auditors; (iii) be affiliated with any contractor of Tenant; or (iv) have a conflict of interest with either Party. (D) Selection of Arbitrator. Within three (3) Business Days after its receipt of the List of Proposed Arbitrators, the Non -Demanding Party shall give written notice to the Demanding Party of three (3) Proposed Arbitrators that the Non -Demanding Party strikes from the List of Proposed Arbitrators. Within three (3) Business Days after its receipt of such written notice, the Demanding Party shall send written notice to the Demanding Party of three (3) additional Proposed Arbitrators that the Demanding Party strikes from the List of Proposed Arbitrators. Commencing with the Non -Demanding Party, each Party shall thereafter have successive one (1) 80 Business Day periods in which to strike one (1) additional Proposed Arbitrator from the List of Proposed Arbitrators, until there is only one (1) Proposed Arbitrator remaining on the List of Proposed Arbitrators. The remaining Proposed Arbitrator shall constitute the sole arbitrator hereunder (the "Arbitrator"). Neither Party shall be required to have or provide a reason for striking a particular Proposed Arbitrator. If either Party fails to strike a Proposed Arbitrator within the time specified above, then the other Party may exercise the unused strike or strikes prior to its next strike or strikes. (E) Code of Ethics. The Arbitrator selected hereunder shall agree to observe the Code of Ethics for Arbitrators in Commercial Disputes promulgated by the American Arbitration Association and the American Bar Association, or any successor code. (F) Hearing. Within thirty (30) days following the selection of the Arbitrator, the Arbitrator shall commence a hearing in accordance with the following procedures: (i) All actions, hearings and decisions of the Arbitrator shall be conducted, based upon and made in accordance with the Commercial Arbitration Rules (or in the case of construction related issues, the Construction Industry Rules) of the American Arbitration Association or any successor organization, or any other rules then prevailing in substitution of such rules. (ii) Each Party shall make a good faith effort to cooperate with the other in all respects in connection with the exchange of documents relevant to the matter being arbitrated. The Arbitrator shall take an adverse inference from any Party's failure to fully cooperate. (iii) To the extent that either Party would be required to make confidential information available to the other Party, an agreement or an order shall be entered in the proceeding protecting the confidentiality of and limiting access to such information before such Party is required to produce such information. Information produced by either Party shall be used exclusively in the arbitration or litigation that may arise, and shall not otherwise be disclosed. (iv) A court reporter shall make a transcript of the hearing. (v) The hearing shall be held in the City of Miami at a place designated by the Arbitrator. (vi) The Parties and the Arbitrator shall use their best efforts to conclude the hearing within ten (10) days of its commencement. (vii) Each Party shall have the right to be represented by counsel, to call witnesses and to cross-examine witnesses on the question at issue, and to submit evidence. (viii) The Arbitrator shall have the right to question witnesses at the hearing, but not to call witnesses. (ix) Each Party shall be entitled to one (1) continuance for up to a maximum fifteen (15) days as a matter of right. 81 (x) No additional request for continuance may be made in any manner to the Arbitrator unless there has been consent given in writing by the other Party. (xi) The Arbitrator shall not grant any continuance without a request from a Party in compliance with this subparagraph (F). (xii) The Arbitrator may render a decision at the close of the hearing or may request briefs on any or all issues. Any and all such briefs, including reply briefs, shall be filed on the terms and on the schedule set by the Arbitrator, but in no event later than forty-five (45) days following the commencement of the hearing. (xiii) The Arbitrator shall render a determination within thirty (30) days from the conclusion of the hearing, or in the event briefs are submitted, within thirty (30) days after receipt of such briefs. (xiv) In determining any matter before him or her, the Arbitrator shall apply the terms and provisions of this Lease, and shall not to the extent such terms are unambiguous vary, modify or reform any such terms and provisions in any respect. (xv) The Arbitrator shall not be authorized to make an award of consequential, punitive or exemplary damages. (xvi) Each Party shall bear its own fees and costs and shall equally share the fees and costs of the Arbitrator. (xvii) The Arbitrator shall provide a reasoned opinion of the basis for the Arbitrator's decision. (xviii) The Arbitrator's decision shall be final and binding on the Parties and may be enforced according to the laws of the State of Florida, and judgment upon the award rendered by the Arbitrator shall be entered in any court having jurisdiction thereof. 20.3 No Delay in Completion of Work. There shall be no interruption of Work pending the completion of any arbitration proceeding hereunder, unless the dispute or matter which is subject to arbitration involves whether a particular portion of the Work was required by Article 5 hereof, in which case Tenant may suspend the particular portion of the Work in dispute until the dispute is resolved. ARTICLE 21. NOTICES 21.1 Addresses. (A) All notices, demands or requests by Landlord to Tenant shall be deemed to have been properly served or given: 82 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 Tenant may, from time to time, designate by written notice to Landlord. In order for notices, demands or requests from Landlord to Tenant to be effective, Landlord shall, simultaneous with each notice, demand or request submitted to Tenant, send a copy of each such notice, demand or request to the following party: Holland & Knight LLP 701 Brickell Avenue, Suite 3000 Miami, FL 33131 Attention: Richard A. Perez, Esq. If Tenant, at any time during the Term hereof, changes its office address as herein stated, Tenant will promptly give notice of the same in writing to Landlord. (B) The Lender shall be deemed to have been properly served or given notice if addressed to such Lender at the address furnished pursuant to the provisions of Article 15. (C) All notices, demands or requests by Tenant to Landlord shall be deemed to have been properly served or given if addressed to: With a copy to: With a copy to: The City Manager, or his/her designee 444 SW 2nd Avenue, 10th Floor Miami, Florida 33130 The Department of Real Estate and Asset Management 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 With a copy to: Sidley Austin LLP Attention: Irwin Raij, Esq. 1001 Brickell Bay Drive, Suite 900 Miami, Florida 33131 and/or to such other addresses and to the attention of such other parties as Landlord may, from time to time, designate by written notice to Tenant. If Landlord at any time during the Term hereof changes its office address as herein stated, Landlord will promptly give notice of the same in writing to Tenant. 83 21.2 Method of Transmitting Notice. All such notices, demands or requests (a "Notice") shall be sent by: (a) United States registered or certified mail, return receipt requested, (b) hand delivery, (c) nationally recognized overnight courier, or (d) facsimile, provided the transmitting facsimile electronically confirms receipt of the transmission by the receiving facsimile and the original of the Notice is sent by one of the foregoing means of transmitting Notice within 24 hours of the transmission by facsimile. As a courtesy, all communications shall also be sent by electronic mail if the Party shall have provided a current electronic mail address, but such electronic mail transmittal shall not constitute Notice hereunder. All postage or other charges incurred for transmitting of Notices shall be paid by the Party sending same. Such Notices shall be deemed served or given on (i) the date received, if received by 5:00 p.m. on a Business Day; otherwise, on the next Business Day, (ii) the date delivery of such Notice was refused or unclaimed, or (iii) the date noted on the return receipt or delivery receipt as the date delivery thereof was determined impossible to accomplish because of an unnoticed change of address. ARTICLE 22. QUIET ENJOYMENT; COORDINATION; INGRESS AND EGRESS 22.1 Grant of Quiet Enjoyment. Tenant, upon paying all Stadium Rent, and other monies herein provided for and performing in accordance with the terms, agreements, and provisions of this Lease, shall peaceably and quietly have, hold and enjoy the Stadium Parcel from and after the Possession Date and thereafter during the Term of this Lease without interruption, disturbance, hindrance or molestation by Landlord or by anyone claiming by, through or under Landlord, except to the extent that certain rights to use the Stadium Parcel, or any portion of it, may be reserved to Landlord for City Events in accordance with this Lease. 22.2 Coordination. With respect to any event that, within the City's reasonable discretion, could materially impede ingress or egress to and from the Stadium Parcel (x) conducted by the City, or at the direction of the City, within one mile of the Stadium Parcel, or (y) any event for which the City issues a license or permit to a third party within the Public Park Parcel, the City shall use good faith efforts to coordinate with the Tenant with the goal of ensuring that such event is conducted in such a manner that the access to and from the Stadium Parcel is not materially impeded. 22.3 Ingress and Egress. After the Lease Commencement Date, the Landlord (acting in its proprietary capacity) shall not enter into any agreement or other arrangement that would restrict legal and physical ingress and egress to the Entrance Road (as defined in the Construction Administration Agreement) or the Stadium Parcel from a paved public street for vehicular traffic and legal and physical ingress and egress for pedestrian traffic. ARTICLE 23. CERTIFICATES BY LANDLORD AND TENANT 23.1 Tenant Certificates. Tenant agrees, at any time and from time to time, upon not less than sixty (60) days prior written notice by Landlord, but not more often than once each calendar quarter, to execute, acknowledge and deliver to Landlord a statement in writing (i) setting forth the Rent, payments and other monies then payable under the Lease, if then known; (ii) 84 certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the Lease is in full force and effect as modified and stating the modification); (iii) certifying the dates to which the Rent payments and other monies have been paid; and (iv) stating (to the best of Tenant's knowledge) whether or not Landlord is in default in keeping, observing or performing any of the terms of this Lease, and, if in default, specifying each such default (limited to those defaults of which Tenant has knowledge). 23.2 Landlord Certificates. Landlord agrees, at any time and from time to time, upon not less than sixty (60) days prior written notice by Tenant or by a Lender, but not more often than once each calendar quarter, to furnish a statement in writing, in form and substance attached hereto and made a part hereof as Exhibit "L" of this Lease, (i) setting forth, among other things, the Rent, payments and other monies then payable under the Lease, if then known; (ii) certifying that this Lease is unmodified and in full force and effect (or if there shall have been modifications that the Lease is in full force and effect as modified and stating the modifications); (iii) certifying the dates to which the Rent payments and other monies have been paid; (iv) stating whether or not, to the best of Landlord's knowledge, Tenant is in default in keeping, observing and performing any of the terms of this Lease, and, if Tenant shall be in default, specifying each such default of which Landlord may have knowledge and (v) such other matters as Tenant may reasonably request. If Landlord shall fail to deliver any estoppel certificate under this Section 23.2, Tenant's sole and exclusive remedy against Landlord for such failure shall be to seek specific performance. ARTICLE 24. CONSTRUCTION OF TERMS AND MISCELLANEOUS 24.1 Severability. If any provisions of this Lease or the application thereof to any Person or situation shall, to any extent, be held invalid or unenforceable, the remainder of this Lease, and the application of such provisions to Persons or situations other than those as to which it shall have been held invalid or unenforceable, shall not be affected thereby, and shall continue valid and be enforced to the fullest extent permitted by law. Similarly, and notwithstanding any language contained in this Lease to the contrary, if any provisions of this Lease or the application thereof to any Person or situation shall, to any extent, be held invalid or unenforceable by a court of competent jurisdiction, neither Party shall be entitled to any damages or remedies whatsoever against the other Party as a result thereof, excluding such damages resulting from any willful actions or omissions by a Party after the Effective Date that results in such finding of invalidity or unenforceability. 24.2 Captions. The article and section headings and captions of this Lease and the Table of Contents, if any, preceding this Lease are for convenience and reference only and in no way define, limit or describe the scope or intent of this Lease nor in any way affect this Lease. 24.3 Relationship of Parties. This Lease does not create the relationship of principal and agent or of mortgagee and mortgagor or of partnership or of joint venture or of any association between Landlord and Tenant, the sole relationship between Landlord and Tenant being that of landlord and tenant or lessor and lessee. 24.4 Recording. Upon the Lease Commencement Date, a Memorandum of this Lease in the form set forth as Exhibit "M", shall be recorded by Tenant in the Public Records of Miami- 85 Dade County, Florida, at the sole cost of Tenant. In connection therewith, Landlord shall deliver the executed Memorandum of Lease (in the form set forth on Exhibit "M") to Tenant at the time that it delivers the executed Lease to Tenant in accordance with the terms of this Lease. 24.5 Construction. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party or parties may require. The Parties hereby acknowledge and agree that each was properly represented by counsel so that the judicial rule of construction to the effect that a legal document shall be construed against the draftsman shall be inapplicable to this Lease, which has been drafted by both Landlord and Tenant. 24.6 Consents. Whenever in this Lease the consent or approval of Landlord is required, such consent or approval may be made by the City Manager or his/her designee on behalf of Landlord only to the extent: (i) this Lease does not specify otherwise; (ii) City Commission approval or consent is not required pursuant to the terms of this Lease or any Applicable Law; and (iii) such consent or approval does not amend this Lease in any material respect or increase Landlord's actual or potential obligations and/or liabilities. No such request shall require a fee from the Party requesting same. Any consent or approval by Landlord to such a request (x) shall not be effective unless it is in writing; and (y) shall apply only to the specific act or transaction so approved or consented to, and shall not relieve Tenant of the obligation of obtaining Landlord's prior written consent or approval to any future similar act or transaction. In no event shall Landlord's failure to respond to any request for consent or approval by City Manager or his/her designee or any other Person acting on behalf of Landlord be deemed to constitute such consent or approval, in whole or in part. 24.7 Entire Agreement. This Lease, together with the Ancillary Agreements, contains the entire agreement between the Parties hereto with respect to the Stadium Parcel and shall not be modified or amended in any manner except by an instrument in writing executed by the Parties hereto. For the avoidance of doubt, any provisions of the Construction Administration Agreement referenced in this Lease, which provisions are expressly intended to survive (whether in connection with Tenant, a Lender or transferee), shall continue following termination or expiration of the Construction Administration Agreement with such provisions of the Construction Administration Agreement language hereby incorporated mutatis mutandis. 24.8 Successors and Assigns. The terms herein contained shall bind and inure to the benefit of Landlord, its successors and assigns, and Tenant, its permitted successors and assigns (including, but not limited to, Lender, as appropriate and applicable), except as may be otherwise provided herein. 24.9 Holidays. It is hereby agreed and declared that whenever the day on which a payment due under the terms of this Lease, or the last day on which a response is due to a notice, or the last day of a cure period, falls on a day which is a Legal Holiday, or on a Saturday or Sunday, such due date or cure period expiration date shall be postponed to the next following Business Day. 86 24.10 Exhibits and Schedules. Each Exhibit and Schedule referred to in this Lease is incorporated herein by reference. The Exhibits and Schedules, even if not physically attached, shall still be treated as if they were part of the Lease. 24.11 Brokers. Landlord and Tenant hereby represent and agree to the other that no real estate broker or other person is entitled to claim a commission as a result of the execution and delivery of this Lease. 24.12 Protest Payments. If at any time a dispute shall arise as to any amount or sum of money to be paid by Tenant to Landlord under the provisions of this Lease, Tenant shall nevertheless continue to make payments to Landlord. Tenant shall have the right to make payment "under protest", provided Tenant so contemporaneously advises Landlord in writing that it is doing so, and articulates with specificity the nature of the dispute, and such payment shall not be regarded as a voluntary payment, and there shall survive the right on the part of Tenant to seek the recovery of such sum, and if it should be adjudged that there was no legal obligation on Tenant to pay such sum or any part thereof, Tenant shall be entitled to recover such sum or so much thereof as it was not legally required to pay under the provisions of this Lease, together with statutory interest on the amount returned to Tenant for the period commencing on the date such payment is received by Landlord until the date such sum is returned to Tenant (such amount of interest being referred to as "Interest"); and if at any time a dispute shall arise between the Parties hereto as to any work to be performed by either of them under the provisions of this Lease, the Party against whom the obligation to perform the work is asserted may perform such work and pay the cost thereof "under protest" (to be made in writing) and the performance of such work shall in no event be regarded as a voluntary performance and there shall survive the right upon the part of Tenant and/or Landlord to seek the recovery of the cost of such work, and if it shall be adjudged that there was no legal obligation on the part of Tenant and/or Landlord to perform the same or any part thereof,. Tenant and/or Landlord shall be entitled to recover the cost of such work or the cost of so much thereof as Tenant or Landlord was not legally required to perform under the provisions of this Lease, together with Interest, as calculated earlier in this Section 24.12. 24.13 Governing Law/Venue. This Lease, including any exhibits or amendments, if any, and all matters relating thereto (whether in contract, statute, tort or otherwise), shall be governed by and construed in accordance with the laws of the State of Florida, without application of its conflict of law principles. Any claim, dispute, proceeding, or cause of action, arising out of or in any way relating to this Lease, or the Parties' relationship shall be decided by the laws of the State of Florida. With respect to the enforcement of any arbitration award and disputes specifically excluded from the dispute resolution process set forth in Article 20, the Parties agree that venue for any of the foregoing shall lie exclusively in the courts located in Miami -Dade County, Florida. 24.14 Time is of the Essence. Time is of the essence. 24.15 Section References. All references herein to an "Article", "Section", "Subsection", "paragraph", "subparagraph", or "clause" shall be deemed to refer to the applicable "Article", "Section", "Subsection", "paragraph", "subparagraph" or "clause" of this Lease, unless there is a specific reference to another document. 87 24.16 Costs and Attorneys' Fees. Each of the Parties hereto shall bear its own costs and attorneys' fees in connection with this Lease, including any litigation or disputes arising out of this Lease. Notwithstanding any language to the contrary contained in this Lease, nothing contained in this Lease shall in any way be interpreted as a prevailing party fee provision pursuant to Section 57.105(7), Florida Statutes, nor shall any language in this Lease limit any other provision of this Lease entitling Landlord to recover attorneys' fees and costs from Tenant where such attorneys' fees incurred by Landlord are due to actions unrelated to the enforcement of this Lease (i.e., incurred by Landlord due to third party claims or as part of an indemnification obligation). The terms of this provision shall survive the termination of this Lease. 24.17 RADON. RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT, WHEN IT HAS ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES, MAY PRESENT HEALTH RISKS TO PERSONS WHO ARE EXPOSED TO IT OVER A TIME PERIOD. LEVELS OF RADON THAT EXCEED FEDERAL AND STATE GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN FLORIDA. ADDITIONAL INFORMATION REGARDING RADON AND RADON TESTING MAY BE OBTAINED FROM YOUR COUNTY HEALTH DEPARTMENT. 24.18 DE PSA. The Parties acknowledge that the PSA between Landlord and DE terminates on September 30, 2026; provided, however, that Tenant shall have the right to request that the City provide DE with notice of early termination of the PSA and, upon such request, the City shall promptly deliver to DE the foregoing notice. The Parties acknowledge that the PSA permits Landlord to deliver the foregoing early termination notice to DE by providing DE with advance written notice of such early termination not less than two (2) calendar months before the effective date of such termination. Notwithstanding anything to the contrary (express or implied) under this Lease, if Landlord is unable to deliver possession of the Stadium Parcel to Tenant with DE having vacated the Parent Tract, Landlord shall not be in default under this Lease nor shall the foregoing be grounds for damages of any kind; however, Landlord will in such instance use good faith efforts to enforce the terms of the PSA, and in any event, the rights granted in the defined term "Possession Date" of this Lease shall govern with respect to the Parties' rights to the extent that Landlord, after having used good faith efforts to enforce the terms of the PSA, is unable to remove DE from Parent Tract. 24.19 Non -Recourse. All claims or causes of action (whether in contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Lease, or the negotiation, execution or performance of this Lease (including any representation or warranty made in or in connection with this Lease or as an inducement to enter into this Lease), may be made only against the entities that are expressly identified as signatories and Parties hereto. No Person who is not a named signatory and party to this Lease, including any direct or indirect owner, director, officer, manager, employee (including, in the case of Landlord, the City Manager and the City's staff and, including, in the case of Tenant, any of the equity holders, members, executives, officers, or employees of Tenant or any Subtenant), incorporator, member, partner, stockholder, affiliate, agent, attorney or representative of any signatory and party to this Lease (collectively, the "Non - Party Affiliates"), shall have any liability (whether in contract, in law or in equity, or based upon any theory that seeks to impose contractual liability of an entity party against its owners or affiliates) for any obligations or liabilities imposed by this Lease or for any claim based on, in respect of, or by reason of this Lease; and each Party waives and releases all such liabilities, claims 88 and obligations against any such Non -Party Affiliates. Non -Party Affiliates are expressly intended as third party beneficiaries of this provision of this Lease. The provisions of this Section 24.19 shall survive the termination or expiration of this Lease. 24.20 Public Records. To the extent applicable, Tenant shall comply with Section 119.0701, Florida Statutes, including without limitation, the obligation to: (1) keep and maintain those records constituting public records under Chapter 119, Florida Statutes; (2) provide the public with access to public records in the possession of Tenant in the manner required by Chapter 119, Florida Statutes, and make available copies of such public records at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by Applicable Law; (3) ensure that those public records that are confidential and exempt from disclosure are not disclosed, except as authorized by Applicable Law; (4) meet all requirements for retaining public records as set forth in Chapter 119, Florida Statutes; and (5) transfer, upon the written request of the City and at no cost to the City, all public records in Tenant's possession on the date of termination of this Agreement, which transfer shall be done in an electronic format compatible with the City's information technology systems. Notwithstanding the foregoing, Tenant may (x) withhold any records that do not constitute public records under Chapter 119, Florida Statutes, and (y) withhold and/or redact certain records, trade secrets and other proprietary information, as confidential, and any such information shall be excluded from public disclosure to the fullest extent permitted by Applicable Law. If Tenant is considered a service contractor by a court, then Section 119.0701 provides: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS. AT (305) 416-1883, PublicRecords@miamigov.com, Miami Riverside Center (MRC), 444 SW 2nd Ave, 9th Floor Miami, FL 33130. 24.21 Bankruptcy Relief and Protection Provisions. (A) Subject to the approval of the U.S. Bankruptcy Court, the meaning of "adequate assurance of future performance" as used in Section 365 of the Bankruptcy Code shall include at least the following: (a) the posting of a security deposit in a sum equal to the security deposit required pursuant to this Lease at the time of the determination of "adequate assurance of future performance" and (b) that the Tenant, if it is seeking to assume this Lease without assigning it, or the proposed assignee, has sufficient financial wherewithal to discharge its obligations under this Lease and has a net worth that is not less than the net worth that Tenant had on the Lease Commencement Date. (B) Tenant agrees to comply with the provisions of Section 365(d)(3) of the Bankruptcy Code and, subject to the approval of the U.S. Bankruptcy Court, such failure shall constitute "cause" for modification of the automatic stay of Section 362 of the Bankruptcy Code in order to permit Landlord to pursue whatever state law remedies may be available to it, including eviction. 24.22 Cooperation Related to Challenges. Tenant and Landlord (to the extent named as a defendant and at Tenant's sole cost and expense) shall defend any challenge to the validity, 89 authorization and enforceability of this Lease and any of the agreements entered into in connection therewith ("Challenge"), whether asserted by a taxpayer or any Person, except, that Landlord, at its option, may elect not to contest such Challenge where to do so would be deemed by Landlord in the exercise of its reasonable discretion as contrary to Applicable Law. Furthermore, the Tenant and Landlord shall make such reasonably acceptable modifications to this Lease required to remedy any judicially determined invalidity or defect in this Lease, except, that, with respect to the City, the City shall not be required to take any such action if such action (x) requires City Commission approval, and the City Commission does not approve such action or (y) is deemed to be contrary to Applicable Law or (z) requires the City to incur any liability, cost or expense that Tenant does not otherwise agree to pay. No Challenge, regardless of how resolved by any court, will result in a breach of any agreement, representation or warranty by Landlord or Tenant or be grounds for any claim for liability, indemnification or damages, excluding such damages resulting from any willful actions or omissions by a Party first occurring after the Lease Commencement Date that cause such finding of invalidity or unenforceability. 24.23 Annual Reporting Requirement. Within sixty (60) days of the written request of the Landlord (which written request may not be made more than twice per Calendar Year), Tenant shall deliver to Landlord a notarized written instrument certifying to Landlord the following: (i) a list of any current Sublease, setting forth the name of Subtenant and the date of expiration of the term thereof, (ii) a list of any Leasehold Mortgages, and (iii) a list of any Mezzanine Financing. 24.24 City Rights as Sovereign. Notwithstanding anything to the contrary contained in this Lease, the City retains all of its sovereign prerogatives and rights as a municipality under Applicable Laws, including, but not limited to, any governmental approvals arising from the planning, design, construction, development and operation of the Soccer Stadium Development. It is expressly understood that notwithstanding any other provisions of this Lease and City's status as landlord hereunder: (A) The City is entering into this Lease only in its proprietary (not regulatory) capacity and retains all of its sovereign prerogatives and rights and regulatory authority (quasi- judicial or otherwise) as a City under Applicable Laws (all of which shall be absolute and unfettered in all respects), and shall in no way be estopped from withholding or refusing to issue any approvals, licenses or permits granted by the City in its governmental capacity or applications for building, zoning, planning or development under present or future laws and regulations whatever nature applicable to the planning, design, construction and development of the Soccer Stadium Development, or the operation thereof. (B) The City shall not by virtue of this Lease or any other document associated with the Soccer Stadium Development be obligated to grant or be deemed to have granted Tenant any approvals, permits or licenses granted by the City in its governmental capacity, including regulatory approvals, and/or approvals of applications for building, zoning, planning, development or otherwise under Applicable Laws of whatever nature applicable to the planning, design, construction, development and/or operation of the Soccer Stadium Development. (C) Notwithstanding and prevailing over any contrary provision in this Lease, any City covenant or obligation that may be contained in this Lease or any other document associated with the Soccer Stadium Development shall not require the City Commission, the City 90 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, zoning waivers, or any other governmental approvals that may be granted, withheld, or revoked by the City or other applicable Governmental Agencies, acting in their governmental capacity in the exercise of its/their police power(s). In no event shall Landlord have any obligations or liabilities to Tenant under this Lease or otherwise on account of Landlord's exercise of its sovereign prerogatives and rights and regulatory authority (quasi-judicial or otherwise) as a municipal government under Applicable Laws. 24.25 Disqualified Person. To the extent any Person having an equity interest in Tenant becomes a Disqualified Person (but only as with respect to the matters set forth in sections (i) through (vi) of the definition thereof) after the Lease Commencement Date, then Tenant shall use its commercially reasonable efforts to remove such Person as an equity holder of Tenant. Tenant hereby covenants that the organizational documents of the Tenant shall provide a mechanism by which an equity holder will be divested of its interest in the Tenant as a result of becoming a Disqualified Person (but only with respect to the matters set forth in sections (i) through (vi) of the definition thereof). If Tenant fails to comply with requirements set forth under this Section 24.25, Landlord's sole and exclusive remedy against Tenant for such failure shall be to seek specific performance. 24.26 Waiver of Jury Trial. The Parties hereby expressly agree that in the event of litigation regarding this Lease, any and all rights to jury trial are waived. 24.27 Multiple Counterparts. This Agreement may be simultaneously executed in several counterparts, each of which shall be original and all of which shall constitute one and the same instrument. 24.28 Further Assurances and Corrective Instruments. The Parties each agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements and amendments hereto and such further instruments as may be reasonably required for carrying out the intentions of the Parties or facilitating the performance of this Lease, provided that the rights of the Parties in connection with this Lease are not impaired thereby, and that either Party shall not be required to take any such action if such action (x) is deemed to be contrary -to Applicable Law or (y) requires the non - requesting Party to incur any liability, cost or expense that the requesting Party does not otherwise agree to pay or (z) in the case of the City, requires the City to act in its regulatory capacity or requires City Commission approval and the City Commission does not approve such action. 24.29 Third Party Beneficiaries. Nothing in this Lease, express or implied, is intended to (a) confer upon any Person or their permitted successors or assigns any rights or remedies under or by reason of this Lease as a third -party beneficiary or otherwise, except as otherwise expressly provided herein; or (b) authorize anyone not a party to this Lease to bring or maintain an action pursuant to or based upon this Lease. ARTICLE 25. REPRESENTATIONS AND WARRANTIES 91 25.1 Landlord's Representations. Subject to the assumption that this Lease is in compliance and is approved in accordance with the Charter Amendment and the Referendum, Landlord makes the following representations and warranties: (A) Landlord is a municipal corporation of the State of Florida and has the governmental power and authority to enter into this Lease and, to Landlord's knowledge, perform its obligations under this Lease, and the parties signing or joining in this Lease on behalf of Landlord have the governmental authority to bind Landlord and to enter into this transaction. (B) To Landlord's knowledge, the Stadium Parcel is not subject to any unrecorded Encumbrances. With respect to any title matters first arising between the effective date of the Title Commitment Report and the Possession Date, Landlord agrees to comply with the terms of Section 28.2 below. (C) This Lease has been duly authorized by all necessary governmental action on the part of Landlord and does not require notice to or the consent or approval of any trustee or holder of any indebtedness or any other Person. (D) As of the Lease Commencement Date, to Landlord's knowledge, there is no pending or threatened action to take by condemnation all or any portion of the Stadium Parcel. (E) As of the Lease Commencement Date, to Landlord's knowledge, there is no violation of any material local governmental rule, ordinance, regulation or building code, nor does Landlord have any knowledge of any pending investigation regarding a violation of any of the foregoing. (F) Landlord shall not, without Tenant's consent, enter into any exclusive use restrictions, restrictive covenants or other agreements which shall survive the Possession Date and materially impede Tenant from constructing, developing and using the Stadium Parcel in accordance with the terms of this Lease, except to the extent otherwise set forth in the Approved Special Area Plan, any development agreements, any easements granted pursuant to this Lease, or the Construction Administration Agreement. (G) Neither the execution, delivery or performance of this Lease by Landlord, nor the consummation by Landlord of the transactions contemplated hereby, nor compliance by Landlord with the provisions hereof conflicts or will conflict with, nor results in or will result in the breach of any provisions of, the governing documents of Landlord, or any indenture, mortgage, contract, lease or other instrument to which Landlord is a party. (H) There is no action, suit, investigation or proceeding pending or, to Landlord's knowledge, threatened against Landlord before any court, arbitrator or administrative body or Governmental Agency and which, if decided adversely to Landlord's interest, would have an adverse effect upon the ability of Landlord to perform its obligations under this Lease. The term "to Landlord's knowledge" when used in this section shall mean the actual knowledge of the City Attorney, the attorneys employed by the City Attorney's office and the City Manager and the executive staff of the City Manager's office. 92 25.2 Tenant's Representations and Warranties. As of the Lease Commencement Date, Tenant makes the following representations and warranties: (A) Tenant is a limited liability company duly organized and validly existing under the laws of the State of Delaware and has the requisite power and authority to enter into and perform its obligations under this Lease. (B) This Lease has been duly authorized by all necessary action on the part of Tenant and does not require notice to or the consent or approval of any trustee or holder of any indebtedness or any other Person. (C) Neither the execution, delivery or performance of this Lease by Tenant, nor the consummation by Tenant of the transactions contemplated hereby, nor compliance by Tenant with the provisions hereof conflicts or will conflict with, nor results in or will result in the breach of any provisions of, the operating/organizational documents of Tenant, any applicable law binding on Tenant or any indenture, mortgage, contract, lease or other instrument to which Tenant is a party or by which it or any of its property is bound. (D) There is no action, suit, investigation or proceeding pending or, to its knowledge, threatened against Tenant before any court, arbitrator or administrative or Governmental Agency and which, if decided adversely to Tenant's interest, would have an adverse effect upon the ability of Tenant to perform its obligations under this Lease. (E) Neither Tenant nor any Affiliate, any Person having an equity interest in Tenant, nor, to Tenant's knowledge, any of Tenant's officers or directors is: (i) a Disqualified Person; (ii) in violation of any Anti -Bribery, Anti -Money Laundering and Anti -Terrorism Laws; (iii) 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 (iv) the target of Sanctions. (F) Tenant is solvent, is able to pay its debts as they become due, and Tenant will not be rendered insolvent, or be left with insufficient capital, or be unable to pay its debts as they mature, due to the execution, delivery and performance of this Lease. (G) The funds or other assets used in connection with this Lease and amounts committed with respect thereto, were not and are not derived from any activities with the governments of, or any individuals or entities located in, any Sanctioned Country or from activities that otherwise contravene any Sanctions, or from any activities that contravene any Anti -Bribery, Anti -Money Laundering and Anti -Terrorism Laws (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)). (H) Tenant (a) has concluded whatever studies, tests, inspections, evaluations, and investigations Tenant desires related to the Stadium Parcel, including title, survey, soil tests, environmental analyses, analyses of any zoning or land use restrictions, and inspection of the physical condition of the Stadium Parcel, and (b) subject to Tenant's right to terminate as provided in Section 2.2(C) above, has elected to proceed under this Lease based upon Tenant's own due 93 diligence, without reliance upon any representations or warranties of Landlord of any kind or nature whatsoever, whether express or implied, other than those expressly contained in this Lease, and has accepted the Stadium Parcel on an AS IS/WHERE IS AND WITH ALL FAULTS basis. (I) The Team is a member of MLS in good standing. ARTICLE 26. EQUAL OPPORTUNITY; EX -FELON OUTREACH; DISTRICT FIVE PARTICIPATION; REPORTING AND COMPLIANCE 26.1 Equal Opportunity. Tenant represents and warrants to Landlord that it will comply with §18-188, §18-189, §18-190 and §2-778 (to the extent applicable) of the Code. Tenant hereby represents and warrants that it shall not engage in discriminatory practices and shall not discriminate in connection with Tenant's use of the Stadium Parcel on account of race, national origin, ancestry, color, sex, religion, age, handicap, familial status, marital status or sexual orientation. Further, should Tenant introduce or have existing membership rules for patrons at the Stadium Parcel, Tenant will comply with the non-discrimination provisions incorporated within §18-188, §18-189, §18-190, and §18-191 of the Code. 26.2 Ex -Felon Outreach. Tenant shall establish programs, which shall include collaboration with existing not -for -profits (including, but not limited to, an initial outreach to Transitions, Inc. and Circle of Brotherhood, Inc.) or staffing agencies, to promote the employment in connection with the operation of the Stadium. 26.3 District 5 Participation Tenant shall (i) make available on a priority basis for individuals residing within the boundaries of District 5 of the City of Miami (either through separate leases or licenses or through the designation of spaces by the master concessionaire(s) of the Stadium) certain concession spaces to be constructed within the Stadium, including the designated concession areas within the outer security fencing (i.e., the areas requiring ticketed access) for the Stadium, for the duration of Tenant's operation, equal to the greater of a) three percent (3%) of such concession space or b) three (3) distinct spaces for Concessionaires (i.e., commercial spaces assigned as vendor locations, including food hall spaces, kiosks, carts and other similar spaces) for such individuals, and (ii) establish preferential terms for the provision of tenant/licensee improvements for such individuals residing within the boundaries of District 5 of the City of Miami (collectively, the "District 5 Requirements"). Compliance with the foregoing shall be measured by the City as of January 1st of each Lease Year, commencing with the Lease Year after the Tenant obtains a certificate of use for the Stadium and based on an average determined as follows: the monthly average square footage of concession spaces leased to District 5 participants within the Stadium divided by the monthly average square footage of concession spaces leased to all concessionaires/tenants/licensees within the Stadium, each during the immediately preceding Lease Year. Tenant shall make available to the Landlord such documents and information as reasonably requested by the Landlord in order to measure compliance with the foregoing. 26.4 Reporting and Compliance. Tenant shall provide Landlord with periodic reports (which shall be co -extensive with, and provided in conjunction with, the annual review required by Section 29 of the Development Agreement) to demonstrate Tenant's compliance with Sections 94 26.2, 26.3 and 26.4 of this Lease (the "Compliance Reports"). Landlord shall have the right, but not the obligation, to conduct audit(s) from time -to -time of the Compliance Reports, including the documents and data used to complete such reports, to ensure Tenant's compliance with the obligations set forth in Sections 26.2, 26.3 and 26.4 of this Lease. Tenant shall be responsible to pay to the Landlord all reasonable out-of-pocket fees for monitoring compliance, including audit(s), of Tenant's obligations set forth in Sections 26.2, 26.3, and 26.4 of this Lease. ARTICLE 27. LIVING WAGE 27.1 Definitions. For purposes of this Lease, the following additional definitions apply and shall be incorporated as part of the Definitions included in Article 1 above: (A) "Covered Employer" shall mean any of the following Persons: (a) Tenant or (b) Subtenant; provided, however, that the term "Covered Employer" shall not include a Person that has annual consolidated gross revenues that are less than the Small Business Cap. (B) "Living Wage" shall mean compensation to a Site Employee of 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 contractors" pursuant to Section 18-557, City of Miami Code of Ordinances, as may be amended from time -to -time. (C) "Site Affiliates" shall mean, collectively, all Affiliates of Tenant that lease, occupy, operate or perform work at the Stadium Parcel and that have one or more direct Site Employees. (D) "Site Employee" shall mean, with respect to any Covered Employer, any natural person who works at the Stadium Parcel and who is employed by, or contracted directly to work for, such Covered Employer, including all employees and independent contractors and persons made available to work for or on behalf of a Covered Employer through the services of a temporary services, staffing or employment agency or similar entity, that are performing work at the Stadium Parcel. The term "Site Employee" shall not include any natural person who (i) works on average less than thirty (30) hours in any consecutive seven (7) day period for a Covered Employer at the Stadium Parcel, (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. (E) "Small Business Cap" shall mean Three Million and No/100 Dollars ($3,000,000.00); provided that, beginning on January 1, 2023, and each year thereafter, the Small Business Cap shall be adjusted based on increases to the CPI as calculated in a manner consistent with Section 3.4. 27.2 Living Wage. 95 (A) If, and for so long as, Tenant is a Covered Employer, Tenant shall pay each of its Site Employees no less than a Living Wage. Tenant shall cause each of its Site Affiliates that is a Covered Employer to pay their respective Site Employees no less than a Living Wage. (B) Tenant shall establish a policy in the Stadium Parcel providing for its Subtenant to pay a Living Wage to its Site Employees. (C) Tenant shall provide incentives, which shall be negotiated on a case -by -case basis, to Subtenant not otherwise meeting the Small Business Cap to encourage them to provide a Living Wage to their employees. 27.3 Covered Employee. For a Covered Employer to comply with the requirement to pay a Living Wage by choosing to pay the lower wage scale available when a Covered Employer also provides a standard health benefit plan, such health benefit plan shall consist of a payment of at least $1.81 per hour toward the provision of health benefits for Site Employees and their dependents. If the health benefit plan of the Covered Employer requires an initial period of employment for a new Site Employee to be eligible for health benefits, a Covered Employer may qualify to pay the $13.19 per hour wage scale for a term not to exceed the new Site Employee's eligibility period, provided the new Site Employee will be paid health benefits upon completion of the eligibility period, which period shall not exceed 90 days. ARTICLE 28. LEASEHOLD TITLE INSURANCE POLICY 28.1 Title Commitment Report. Subject to the terms and conditions of this Article 28, Tenant acknowledges and accepts that the Leasehold Estate is subject to any matters set forth in the Title Commitment Report. Notwithstanding the foregoing, in connection with the Title Commitment Report, Landlord agrees to the following: (A) Landlord shall deliver the following to Tenant within ninety (90) days following the Lease Commencement Date or at a reasonable time thereafter, but in any event prior to the date on which Tenant intends to obtain a leasehold owner's or mortgagee's title insurance policy: (i) A customary owner's affidavit, in the form attached hereto and made a part hereof as Exhibit "N", to delete exceptions 1, 3, 4 and 5 of Schedule B-II from the Title Commitment Report, provided, however, such affidavit will be subject to any possessory rights held by DE (to the extent DE shall not have vacated the Parent Tract as of the day Landlord is executing the affidavit); and (ii) The documentation listed under items 4 (provided, however, nothing contained herein shall be deemed to require Landlord to obtain the approval of the City Commission to this Lease and Landlord shall be deemed to have satisfied this requirement by virtue of the occurrence of the Lease Commencement Date and the Landlord's execution and delivery to Tenant of the Memorandum of Lease in the form set forth in Exhibit "M"), 9 (to the extent attributable to any period prior to the Possession Date), 10 (to the extent attributable to any period prior to the Possession Date) and 12 (subject to any possessory 96 rights of DE in the event DE shall not have vacated the Parent Tract as of the execution date of such affidavit) of Schedule B-1 of the Title Commitment Report. (B) With respect to item 18 of Schedule B-1 of the Title Commitment Report (i.e., "Secure and record an Easement for ingress and egress granted by the City of Miami, a municipal corporation of the State of Florida, which grants access in favor of the subject property to and from a publicly dedicated right of way..."), Landlord and Tenant acknowledge and agree that the Easement attached as Exhibit "I" in this Lease is sufficient and acceptable in form acceptable to Tenant for purposes of satisfying this item 18. Landlord shall execute and deliver the foregoing Easement to Tenant together with the documents to be delivered by Landlord to Tenant pursuant to Section 28.1(A) subject, however, to the terms of Section 5.5. 28.2 New Title Matters. With respect to any matters that render title unmarketable first recorded in the public records between the effective date of the Title Commitment Report and the Possession Date and included in any updates and/or amendments to the Title Commitment Report or the lien searches obtained by Tenant from and after the Lease Commencement Date ("New Title Matters"), Tenant may notify Landlord of its objection to said defects by giving written notice to Landlord of such New Title Matters to which Tenant is objecting within ten (10) Business Days after the receipt. by Tenant of any such update and/or amendment. Within thirty (30) days after receipt of any such New Title Matters, Landlord shall give written notice to Tenant informing Tenant of Landlord's election to attempt to cure or not to cure such New Title Matters. If Landlord fails to give written notice of election within such thirty (30) day period, Landlord shall be deemed to have elected not to attempt to cure the New Title Matter objected to. If Landlord elects to attempt to cure any New Title Matters, Landlord shall be entitled to a reasonable adjournment of up to sixty (60) days following the date of Landlord's notice to attempt such cure, but Landlord shall not be obligated to expend any sums (other than nominal amounts) or commence any suits to effect the same. The term "New Title Matters" shall not include, however, possession by DE of the Parent Tract, the Approved Special Area Plan, the Easement contemplated by this Lease, any covenant or easement contemplated by this Lease, any matters caused by, through, at the request of, or under. Tenant, or any matters pertaining to the Public Park Parcel (provided any such Public Park Parcel matters do not cause unreasonable interference with the construction, use and operation of the Miami Freedom Park Commercial Development or the Soccer Stadium Development, or cause any cost or expense to Tenant). If Landlord elects or is deemed to have elected not to cure any New Title Matter or if, after electing to attempt to cure, Landlord delivers written notice to Tenant that it is unable to remove, satisfy or otherwise cure any such New Title Matter, after using commercially reasonable efforts, Tenant's sole remedy hereunder in such event shall be either: (i) to accept title to its Leasehold Estate subject to such New Title Matter as if Tenant had not objected thereto andwithout reduction of Rent, or (ii) to terminate this Lease, whereupon the Security Deposit shall be returned to Tenant and neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Lease. To terminate this Lease pursuant to this Section 28.2, Tenant must give written notice to Landlord of its election to terminate not later than (i) thirty (30) days after receipt of written notice from Landlord of Landlord's election not to attempt to cure any New Title Matter or of written 97 notice from Landlord of its determination, having previously elected to attempt to cure, that it is unable to do so after having used commercially reasonable efforts or (ii) thirty (30) days following the date on which Landlord is deemed herein to have elected not to attempt to cure such New Title Matter. If Tenant fails to give timely notice of its election to terminate for any reason whatsoever, the New Title Matter shall be deemed to be one of the Encumbrances acceptable to Tenant. Notwithstanding the foregoing, in the event a New Title Matter shall consist of Landlord (or any Person acting directly through or under Landlord, but excluding therefrom Tenant and any Person acting by, through or under Tenant), in its capacity as owner of the Fee Estate, causing a mortgage, lien, covenant or easement to be recorded against the Stadium Parcel which Tenant objects to pursuant to this Section 28.2 and which is otherwise not permitted under this Lease, Landlord shall, at its sole cost and expense, remove, discharge or bond (with a bonding company mutually acceptable to the Title Company) the discharge of same within a reasonable time after receipt of notice thereof from Tenant taking into account the scheduled procurement date of the leasehold owner's or mortgagee's title insurance policy then being obtained by Tenant. In the event Landlord shall default under Section 28.1 or this Section 28.2, Tenant's sole remedy shall be, at Tenant's discretion, to terminate this Lease within thirty (30) days following such default, or seek specific performance. 28.3 Time is of the Essence. Time is of the essence with respect to the provisions of this Article 28. [The remainder of this page is intentionally left blank] 98 IN WITNESS WHEREOF, Landlord has caused this Ground Lease to be executed in its name by the City, as authorized by the City Commission and Tenant has caused this Lease to be executed by its duly authorized representative, all on the day and year first herein above written. Signed in the presence of: nt Name: Pei9i Aci i5 cfeL- ATTEST: Todd B. City Clerk APPROVED AS 1 INSURANCE REQUIREMEN Bv: An -Ma e Sharpe, Director Risk Management Department Signed in the presence of: Print Name: LANDLORD: CITY OF MIAMI, a municipal corporation of the State of Florid By: Arthur Noga City Manager APPROVED AS TO LEGAL FORM & CORRECTNESS: By: icton Mendez City Attorney (\ TENANT: MIAMI FREEDOM PARK, LLC, a Delaware limited liability company By: Name: Title: Signed in the presence of: rint Name:..Da,3o e00-,N CA4e41 TENANT: MIAMI FREEDOM PARK, LLC, a Delaware limi ed liab'} company By: Name: Title: [SIGNATURE PAGE TO GROUND LEASE - SOCCER STADIUM] Print Name: EXHIBIT "A" LEGAL DESCRIPTION OF PARENT TRACT iEG.Ai DES CRP37,2i: AL Th:47. R-J7 al OF L.E..,E0..,E GATO:ify' ES TA 71- S EEC 71 ON 4. ACCOFLING. 77,-E Pi. A 77:.-e-TE OF, AS RECORDEO 1 PT BOOK 44 A 73, oF nvo 7HF !"... 6= r •f rA=SCY617FLI L411L17 70.7E.TnER •!.1.41-SO830i'0E0 L.4..4'0.5: L 1.°11; IATrt'S 17.-E NOR' THEA S if,W.E-047,4 R TER 7/ 4,1 OF SEC 7k1N.1 32 TO ViNSH7F 53 :VC) PA NOE d' EA 54 4419.!.; ESE-771.1S Lf047E-P4.QTh6.4Y 50-09S0 4' 50.9.,YADZ AT THE 50Erl-tviE:, C9R,°147? .;;NL- 774Nupr,EA7 oF E. 4 ,17 S27Th67 JZ � A3975 4 :i5.11.• ,Le az 75 vv., 57 vE OF SA .0 ,V02Tm5l4 ?/4 709 4 5 . LI FEE THENCE EASTERLe .4i.0NG A :JAE PARALLEL WTn. AND 4 5 Far ?i3OF.Crl,' SO if "ir,i47E. OF 546/ NOR 7.-445 7...,4 ,ve5.63 j'E- ;Aae? 64435 FEET 76 7.6 Fvyr 0EE,,:we,,,NAVG OF ThE F4 RCEi TO 45 OESC..?•78E0,. THENCF '71 ?'1•5' AfX.I THF Phq.-i7F- Y OF 7?-0: ti.‘4.,7-7;' ACCF 5.5" TO b±. 1:` 4 27'70 FfIR .96 -,,74E7'.717E RUN A L ONO- SAJD L4?) TEL) .ACC ES S 7-0 .F-14;A:r .°14 8' 55? 9' Yr' FOR 562.5j FEET 70 A PONT OR Tr NEX OES(...CVEt:i 1***.V91,7•-, SAO KAVIT S45-;".4. 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EXHIBIT "B" LEGAL DESCRIPTION OF STADIUM PARCEL Parcel 1: (Leasehold Interest) A PORTION OF UN -SUBDIVIDED LANDS LYING WITHIN THE NORTHEAST ONE - QUARTER (1/4) OF SECTION 32, TOWNSHIP 53 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA, SAID LANDS BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHWEST CORNER OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32; THENCE RUN ALONG THE SOUTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 88°08'18" EAST FOR A DISTANCE OF 649.34 FEET TO A POINT; THENCE RUN NORTH 00°53'17" WEST FOR A DISTANCE OF 45.01 FEET TO A POINT ON A LINE 45.00 FEET NORTH OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE SAID SOUTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SECTION 32; THENCE RUN ALONG THE EASTERLY LIMITED ACCESS RIGHT-OF-WAY LINE OF N.W. 42ND AVENUE (LEJEUNE ROAD) THE FOLLOWING FIVE (5) COURSES; (1) THENCE RUN NORTH 00°53'17" WEST FOR A DISTANCE OF 59.96 FEET TO A POINT; (2) THENCE RUN NORTH 48°58'49" WEST FOR A DISTANCE OF 562.53 FEET TO A POINT ON THE NEXT DESCRIBED CIRCULAR CURVE CONCAVE TO THE NORTHEAST; (3) THENCE RUN NORTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 470.00 FEET, A CENTRAL ANGLE OF 41°10'52"; A CHORD LENGTH OF 330.59 FEET ALONG A CHORD BEARING OF NORTH 24°00'32" WEST, FOR A DISTANCE OF 337.81 FEET TO A POINT OF TANGENCY; (4) THENCE RUN NORTH 03°25'06" WEST FOR A DISTANCE OF 623.61 FEET TO A POINT; (5) THENCE RUN NORTH 07°58'00" WEST FOR A DISTANCE OF 193.68 FEET TO A POINT ON A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE - QUARTER (1/4) OF SAID SECTION 32; THENCE RUN ALONG A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 00°54'35" WEST FOR A DISTANCE OF 992.21 FEET TO A POINT; THENCE RUN NORTH 88°49'41" EAST FOR A DISTANCE OF 251.82 FEET TO A POINT; THENCE RUN NORTH 70°04'29" EAST FOR A DISTANCE OF 285.46 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 32; THENCE RUN ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21 " EAST FOR A DISTANCE OF 609.46 FEET TO THE POINT OF BEGINNING OF THE FOLLOWING DESCRIBED PARCEL OF LAND; THENCE CONTINUE ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST 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 "C" LEGAL DESCRIPTION OF DEVELOPMENT PARCEL Parcel 1: (T6-8) (Leasehold Interest) A PORTION OF UN -SUBDIVIDED LANDS LYING WITHIN THE NORTHEAST ONE - QUARTER (1/4) OF SECTION 32, TOWNSHIP 53 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA, SAID LANDS BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHWEST CORNER OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32; THENCE RUN ALONG THE SOUTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 88°08'18" EAST FOR A DISTANCE OF 649.34 FEET TO A POINT; THENCE RUN NORTH 00°53'17" WEST FOR A DISTANCE OF 45.01 FEET TO A POINT ON A LINE 45.00 FEET NORTH OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE SAID SOUTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SECTION 32; THENCE RUN ALONG THE. EASTERLY LIMITED ACCESS RIGHT-OF-WAY LINE OF N.W. 42ND AVENUE (LEJEUNE ROAD) THE FOLLOWING FIVE (5) COURSES; (1) THENCE RUN NORTH 00°53'17" WEST FOR A DISTANCE OF 59.96 FEET TO A POINT; (2) THENCE RUN NORTH 48°58'49" WEST FOR A DISTANCE OF 562.53 FEET TO A POINT ON THE NEXT DESCRIBED CIRCULAR CURVE CONCAVE TO THE NORTHEAST; (3) THENCE RUN NORTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 470.00 FEET, A CENTRAL ANGLE OF 41°10'52", A CHORD LENGTH OF 330.59 FEET ALONG A CHORD BEARING OF NORTH 24°00'32" WEST, FOR A DISTANCE OF 337.81 FEET TO A POINT OF TANGENCY; (4) THENCE RUN NORTH 03°25'06" WEST FOR A DISTANCE OF 623.61 FEET TO A POINT; (5) THENCE RUN NORTH 07°58'00" WEST FOR A DISTANCE OF 193.68 FEET TO A POINT ON A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE - QUARTER (1/4) OF SAID SECTION 32; THENCE RUN ALONG A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 00°54'35" WEST FOR A DISTANCE OF 992.21 FEET TO A POINT; THENCE RUN NORTH 88°49'41" EAST FOR A DISTANCE OF 251.82 FEET TO A POINT; THENCE RUN NORTH 70°04'29" EAST FOR A DISTANCE OF 285.46 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 32; THENCE RUN ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST 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 1 CIRCULAR CURVE CONCAVE TO THE SOUTHEAST; THENCE RUN NORTHEASTERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 190.00 FEET, A CENTRAL ANGLE OF 62°44'26", A CHORD LENGTH OF 197.82 FEET AND A CHORD BEARING OF NORTH 38°42'14" EAST, FOR AN ARC DISTANCE OF 208.06 FEET TO A POINT; THENCE RUN NORTH 70°04'27" EAST FOR A DISTANCE OF 492.97 FEET TO THE POINT OF BEGINNING. TOGETHER WITH: COMMENCE AT THE AFOREMENTIONED POINT "A"; THENCE RUN ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 958.69 FEET TO THE POINT OF BEGINNING "B" OF THE FOLLOWING DESCRIBED PARCEL OF LAND; THENCE CONTINUE ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 351.42 FEET TO A POINT; THENCE SOUTH 01 °52'56" EAST FOR A DISTANCE OF 242.22 FEET; THENCE SOUTH 86°58'54" WEST FOR A DISTANCE OF 346.60 FEET TO A POINT; THENCE NORTH 03°01'06" WEST FOR A DISTANCE OF 244.78 FEET TO THE POINT OF BEGINNING "B"; CONTAINING 84,978 SQUARE FEET MORE OR LESS OR 1.951 ACRES MORE OR LESS. Parcel 2: (CS Modified) (Leasehold Interest) ALL THAT PORTION OF LEJEUNE GARDEN ESTATES SECTION 4, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 44 AT PAGE 23, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, LYING WITHIN THE BOUNDARY OF THE FOLLOWING DESCRIBED LANDS, TOGETHER WITH UN -SUBDIVIDED LANDS LYING WITHIN THE NORTHEAST ONE -QUARTER (1/4) OF SECTION 32, TOWNSHIP 53 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA, SAID LANDS BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHWEST CORNER OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32; THENCE RUN ALONG THE SOUTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 88°08'18" EAST FOR A DISTANCE OF 649.34 FEET TO A POINT; THENCE RUN NORTH 00°53'17" WEST FOR A DISTANCE OF 45.01 FEET TO A POINT ON A LINE 45.00 FEET NORTH OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE SAID SOUTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SECTION 32; THENCE RUN ALONG THE EASTERLY LIMITED ACCESS RIGHT-OF-WAY LINE OF N.W. 42ND AVENUE (LEJEUNE ROAD) THE FOLLOWING SIX (6) COURSES; (1) THENCE RUN NORTH 00°53'17" WEST FOR A DISTANCE OF 59.96 FEET TO A POINT; (2) THENCE RUN NORTH 48°58'49" WEST FOR A DISTANCE OF 562.53 FEET TO A POINT ON THE NEXT DESCRIBED CIRCULAR CURVE CONCAVE TO THE NORTHEAST; (3) THENCE RUN NORTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 470.00 FEET, A CENTRAL ANGLE OF 28°08'25", A CHORD LENGTH OF 228.52 FEET ALONG A CHORD BEARING OF NORTH 30°31'45" WEST, FOR A DISTANCE OF 230.84 FEET TO A POINT ON A CIRCULAR CURVE CONCAVE TO THE EAST AND THE POINT OF BEGINNING OF THE FOLLOWING DESCRIBED PARCEL OF LAND; (4) THENCE CONTINUE ALONG SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 470.00 FEET, A CENTRAL ANGLE 2 OF 13°02'27", A CHORD LENGTH OF 106.74 FEET ALONG A CHORD BEARING OF NORTH 09°56'20" WEST, FOR A DISTANCE OF 106.97 FEET TO A POINT OF TANGENCY; (5) THENCE RUN NORTH 03°25'06" WEST FOR A DISTANCE OF 623.61 FEET TO A POINT; (6) THENCE RUN NORTH 07°58'00" WEST FOR A DISTANCE OF 193.68 FEET TO A POINT ON A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32; THENCE RUN ALONG A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 00°54'35" WEST FOR A DISTANCE OF 992.21 FEET TO A POINT; THENCE RUN NORTH 88°49'41" EAST FOR A DISTANCE OF 251.82 FEET TO A POINT; THENCE RUN NORTH 70°04'29" EAST FOR A DISTANCE OF 285.46 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 32; THENCE RUN ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 117.47 FEET TO THE POINT; THENCE RUN SOUTH 70°04'27" WEST FOR A DISTANCE OF 492.97 FEET TO A POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE SOUTHEAST; THENCE RUN SOUTHWESTERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 190.00 FEET, A CENTRAL ANGLE OF 62°44'26", A CHORD LENGTH OF 197.82 FEET AND A CHORD BEARING OF SOUTH 38°42'14" WEST, FOR AN ARC DISTANCE OF 208.06 FEET TO A POINT; THENCE RUN SOUTH 07°20'01" WEST FOR A DISTANCE OF 167.35 FEET TO A POINT; THENCE RUN NORTH 72°00'10" EAST FOR A DISTANCE OF 1164.70 FEET TO A POINT; THENCE RUN SOUTH 02°55'37" EAST FOR A DISTANCE OF 357.95 FEET TO A POINT; THENCE RUN NORTH 87°03'24" EAST FOR A DISTANCE OF 4.09 FEET TO A POINT ON A NON -TANGENT CIRCULAR CURVE CONCAVE TO THE NORTHEAST; THENCE RUN SOUTHERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 573.52 FEET, A CENTRAL ANGLE OF 12°47'34", A CHORD LENGTH OF 127.79 FEET AND A CHORD BEARING OF SOUTH 08°39' 10" EAST, FOR AN ARC DISTANCE OF 128.05 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN SOUTHEASTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 218.52 FEET, A CENTRAL ANGLE OF 46°30'17", A CHORD LENGTH OF 172.54 FEET AND A CHORD BEARING OF SOUTH 38°18'05" EAST, FOR AN ARC DISTANCE OF 177.36 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN EASTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 658.52 FEET, A CENTRAL ANGLE OF 22°55'46", A CHORD LENGTH OF 261.78 FEET AND A CHORD BEARING OF SOUTH 73°01'06" EAST, FOR AN ARC DISTANCE OF 263.54 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN EASTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 218.52 FEET, A CENTRAL ANGLE OF 46°30'17", A CHORD LENGTH OF 172.54 FEET AND A CHORD BEARING OF NORTH 72°15'52" EAST, FOR AN ARC DISTANCE OF 177.36 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN NORTHERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT HAVING A RADIUS OF 573.52 FEET, A CENTRAL ANGLE OF 64°03'41", A CHORD LENGTH OF 608.36 FEET AND A CHORD BEARING OF NORTH 16°58'54" EAST, FOR AN ARC DISTANCE OF 641.24 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN NORTHWESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 218.52 FEET, A CENTRAL ANGLE OF 46°30'17", A CHORD LENGTH OF 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'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. 4 EXHIBIT "D" ROUTINE MAINTENANCE 1. Performing all preventive or routine maintenance which is stipulated in operating manuals for all components of the Stadium as regular, periodic maintenance procedures. 2. Regular maintenance of the HVAC, plumbing, electrical, water, sewage and field drainage systems, and escalators and elevators, including periodic cleaning, lubricating, servicing and replacement of incidental parts. 3. Grounds keeping, including mowing, seeding, fertilizing and re -sodding of all grasses and maintenance and replacement of all shrubs and flowers and maintenance of all trees. 4. Changing of isolated light bulbs, fuses and circuit breakers as they burn out or require replacement. 5. Painting and reapplication of protective materials, including but not limited to caulk, sealant and strip -resistant materials. 6. Maintenance of the scoreboards, instant replay boards and/or advertising panels, including but not limited to the replacement of isolated bulbs in connection therewith. 7. Repair and maintenance of isolated seats and seat standards, the public address system, speakers, amplifiers and control panels, if any. 8. Regular wear and tear, including repair or replacement of any item due to use by IMS or IMCF. 9. Maintaining the surfaces in a level, smooth and evenly -covered condition with the type of - surfacing material originally installed or such substitute as shall in all respects be equal in quality, use, and durability and restriping, repairing and replacing of paved and parking areas. 10. Removing all papers, mud and sand, debris, filth and refuse and thoroughly sweeping the area to the extent reasonably necessary to keep the area in a clean and orderly condition. 11. Placing, keeping in repair and replacing any necessary appropriate directional signs, markers and lines. 12. Operating, keeping in repair and replacing, where necessary, such artificial lighting facilities as shall be reasonably required. 13. Maintaining all perimeter and exterior building walls including but not limited to all retaining walls in a good condition and state of repair. 14. Maintaining, mowing, weeding, trimming and watering all landscaped areas and making such replacements of shrubs and other landscaping as is necessary. 1 EXHIBIT "E" CONSTRUCTION ADMINISTRATION AGREEMENT [See attached] 1 EXHIBIT "F" TITLE COMMITMENT REPORT [See attached] 1 Holland & Knight, LLP 701 Brickell Avenue Suite 3300 Miami, FL 33131 Phone: 305-374-8500 AMERICAN LAND TITLE ASSOCIATION COMMITMENT Transaction Identification Data for reference only: Issuing Agent: ALTA Universal ID: Holland & Knight, LLP Issuing Office: 701 Brickell Avenue Suite 3300 Miami, FL 33131 Loan Number: SCHEDULE A County: Miami -Dade 1. Commitment Date: January 13, 2023 at 08:00am 2. Policy to be issued: (a) ALTA 2006 OWNERS POLICY (with Florida Modifications) Proposed Insured: Commitment Number: 19065251 Revision Number: REVISION P Issuing Office File Number: 157912.00002 Property Address: 1400, 1550, 1822, 1500, 1600, & 1800 NW 37th Avenue, Miami, FL 33126 Proposed Amount of Insurance: Amount: $1,000.00 Miami Freedom Park, LLC, a Delaware limited liability company (b) ALTA 2006 LOAN POLICY (with Florida Modifications) Proposed Insured: N/A Amount: N/A 3. The estate or interest in the Land described or referred to in this Commitment is Leasehold and Easement. 4. Title to the estate or interest in the Land is at the Commitment Date vested in: The City of Miami, a municipal corporation of the State of Florida 5. The Land is described as follows: See Attached Exhibit "A" ALTA COMMITMENT Page 1 FILE NO.: 19065251 Issued through the Office of: Holland & Knight, LLP 701 Brickell Avenue Suite 3300 Miami, FL 33131 Phone: 305-374-8500 Authorized Signature This page is only apart of a 2016 ALTA Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I - Requirements; and Schedule B, Part II - Exceptions. ORT Form 4690 FL 8-1-16 ALTA Commitment for Title Insurance with Florida Modifications FILE NO.: 19065251 SCHEDULE B - I AMERICAN LAND TITLE ASSOCIATION COMMITMENT Requirements All of the following Requirements must be met: 1. The Proposed Insured must notify the Company in writing of the name of any party not referred to in this Commitment who will obtain an interest in the Land or who will make a loan on the Land. The Company may then make additional Requirements or Exceptions. 2. Pay the agreed amount for the estate or interest to be insured. 3. Pay the premiums, fees, and charges for the Policy to the Company. 4. Documents satisfactory to the Company that convey the Title or create the Mortgage to be insured, or both, must be properly authorized, executed, delivered, and recorded in the Public Records. A. Execution, delivery and recording of a Ground Lease Agreement from the City of Miami, a municipal corporation of the State of Florida, in favor of the proposed insured, with respect to the land described in Exhibit "A" herein. Said Ground Lease Agreement must be in compliance with all the City of Miami resolutions, ordinances, charters and/or by-laws. The Company shall be furnished satisfactory evidence establishing that the person executing the Ground Lease Agreement has the authority to do so. A duly executed Memorandum of Ground Lease Agreement may be recorded in lieu of recording the Ground Lease agreement. The Company reserves the right to amend and revised this commitment upon review of same. NOTE: Ground Lease Agreement executed by cities are signed in the name of the city by the mayor, or some other person authorized by the city charter, in the presence of the two subscribing witnesses. The Ground Lease Agreement should be attested to by the city clerk, sealed with the city seal, and made pursuant to a resolution by the city's governing body authorizing the Ground Lease. A certified copy of the governing body's resolution should be attached to the Ground Lease Agreement and/or Memorandum of Ground Lease Agreement and recorded with it. B. INTENTIONALLY DELETED. 5. INTENTIONALLY DELETED. 6. INTENTIONALLY DELETED. 7. Secure and record an Affidavit by a Florida Licensed Land Surveyor confirming that (i) the lands conveyed by those certain Deeds listed in Exhibit "C" hereto, cumulatively describe and are one and the same as the property set forth in Exhibit `B"; and (ii) the subject property as described in Exhibit "A" is wholly contained within the lands described in said Exhibit `B" of this Commitment. The Company reserves the right to make further requirements and/or exceptions with reference hereto. This page is only a part of a 2016 ALTA Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part 1- Requirements; and Schedule B, Part II - Exceptions. ORT Form 4690 FL 8-1-16 ALTA Commitment for Title Insurance with Florida Modifications FILE NO.: 19065251 8. Satisfactory evidence must be furnished establishing that Miami Freedom Park, LLC, a Delaware limited liability company is duly organized, validly existing and in good standing under the laws of Delaware. 9. Submit proof of payment of any assessments due to Miami -Dade County, and proof that all municipal and any special taxing district charges and assessments, if any, are paid. NOTE: If this requirement is not complied with, the following Exception will appear on Schedule B of any policy issued pursuant to this commitment: Any Assessment due to the County, and any assessments due to the municipality and to any special taxing district. 10. Submit proof of payment of any service charges for water, sewer, waste and gas, if any, through the date of closing. NOTE: If this requirement is not complied with, the following Exception will appear on Schedule B of any policy issued pursuant to this commitment: Any lien provided by Chapter 159, Florida Statutes, in favor of any city, town, village or port authority for unpaid service charges for service by any water, sewer or gas system supplying the insured land. 11. A survey, satisfactory to The Company, in conformity with the minimum standard detail requirements for ALTA/ACSM land title surveys, certified to the Company and/or its agents, through a current date, disclosing the nature and extent of any encroachments, building setback lines, overlaps, boundary line discrepancies, or other matters adversely affecting title to the property to be insured; which will appear as exceptions in Schedule B of any Owner's Policy and Schedule B Part I of any Loan Policy to be issued. Additional requirements and/or exceptions will be made for matters disclosed by the survey. 12. Provide a satisfactory Owner's Affidavit of Possession and No Liens. Affidavit must (a) state that there are no parties in possession of the subject property other than said current record owner, or identify any parties in possession or tenants and set forth their nature of possession; (b) that there are no encumbrances upon the subject property other than as may be set forth in this Commitment; (c) there are no unrecorded assessments which are due and payable and all sewer and water bills are paid through the date of this Affidavit; (d) that there have been no improvements made to or upon the subject property within the last ninety (90) days for which there remain any outstanding and unpaid bills for labor, materials or supplies; (e) and disclose any unrecorded easements. Said affidavit, when properly executed at closing by the seller and/or mortgagor herein will serve to delete the standard lien, unrecorded easement and possession exceptions for the policy(ies) to be issued pursuant to this commitment. 13. Immediately prior to disbursement of the closing proceeds, the search of the public records must be continued from the effective date hereof. The Company reserves the right to raise such further exceptions and requirements as an examination of the information revealed by such search requires, provided, however, that such exceptions or requirements shall not relieve the Company from its liability under this Commitment arising from the matters which would be revealed by such search, to the extent that the Company, or its Agent countersigning this Commitment, has disbursed said proceeds. 14. Agent must obtain written authorization from The Company to issue this commitment since the amount of the policy or policies to be issued exceeds your agency limits. The transaction contemplated in connection with this Commitment is subject to the review and approval of the Company's State Underwriting Counsel and is not effective to bind the Company until that approval is obtained. The Company reserves the right to add additional items or make further requirements after such review. 15. INTENTIONALLY DELETED. This page is only a part of a 2016 ALTA Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I - Requirements; and Schedule B, Part 11- Exceptions. ORT Form 4690 FL 8-1-16 ALTA Commitment for Title Insurance with Florida Modifications FILE NO.: 19065251 16. INTENTIONALLY DELETED. 17. INTENTIONALLY DELETED. 18. Secure and record an Easement for ingress and egress granted by the City of Miami, a municipal corporation of the State of Florida which grants access in favor of the subject property to and from a publicly dedicated right of way. The Company must be provided with the proposed easement agreement for review and approval. The Company reserves the right to add additional requirements and exceptions upon review of same. FOR INFORMATIONAL PURPOSES ONLY: According to the Tax Collector Reports, no property taxes are due for the year 2022 under the following Parcel Numbers: 01-3132-000-0080; 01-3132-000-0090; 30-3129-000-0160; and 30-3129-000-0050. NOTE: All recording references in this commitment/policy shall refer to the Public Records of Miami -Dade County, unless otherwise noted. SCHEDULE B SECTION II IS CONTINUED ON AN ADDED PAGE This page is only a part of a 2016 ALTA Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part 1- Requirements; and Schedule B, Part II - Exceptions. ORT Form 4690 FL 8-1-16 ALTA Commitment for Title Insurance with Florida Modifications FILE NO.: 19065251 SCHEDULE B - II AMERICAN LAND TITLE ASSOCIATION COMMITMENT Exceptions THIS COMMITMENT DOES NOT REPUBLISH ANY COVENANT, CONDITION, RESTRICTION, OR LIMITATION CONTAINED IN ANY DOCUMENT REFERRED TO IN THIS COMMITMENT TO THE EXTENT THAT THE SPECIFIC COVENANT, CONDITION, RESTRICTION, OR LIMITATION VIOLATES STATE OR FEDERAL LAW BASED ON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, GENDER IDENTITY, HANDICAP, FAMILIAL STATUS, OR NATIONAL ORIGIN. The Policy will not insure against loss or damage resulting from the terms and provisions of any lease or easement identified in Schedule A, and will include the following Exceptions unless cleared to the satisfaction of the Company: 1. Defects, liens, encumbrances, adverse claims or other matters, if any created, first appearing in the public records or attaching subsequent to the effective date hereof but prior to the date the proposed Insured acquires for value of record the estate or interest or mortgage thereon covered by this Commitment. 2. Facts which would be disclosed by an accurate and comprehensive survey of the premises herein described. 3. Rights or claims of parties in possession. 4. Construction, Mechanic's, Contractors' or Materialmen's lien claims, if any, where no notice thereof appears of record. 5. Easements or claims of easements not shown by the public records. 6. General or special taxes and assessments required to be paid in the year 2023 and subsequent years. 7. Dedications and Right -of -Ways contained on the Plat of LeJeune Garden Estates Section 4, as recorded in Plat Book 44, Page 23, of the Public Records of Miami -Dade County, Florida. (Affects Parcel 2) 8. Grant of Easement in favor of Central and Southern Florida Flood Control District, an agency of the State of Florida, as recorded in Official Records Book 33, Page 363, of the Public Records of Miami -Dade County, Florida. (Affects Parcel 2) 9. INTENTIONALLY DELETED. 10. INTENTIONALLY DELETED. 11. INTENTIONALLY DELETED. 12. INTENTIONALLY DELETED. 13. Application and Acceptance of Conditional Building Permit and Estoppel Notice recorded in Official Records Book 25801, Page 4977, of the Public Records of Miami -Dade County, Florida. (As to Parcels 1 and 2) This page is only a part of a 2016 ALTA Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part 1- Requirements; and Schedule B, Part II - Exceptions. ORT Form 4690 FL 8-1-16 ALTA Commitment for Title Insurance with Florida Modifications FILE NO.: 19065251 14. INTENTIONALLY DELETED. 15. INTENTIONALLY DELETED. 16. INTENTIONALLY DELETED. 17. Unity of Title recorded in Official Records Book 26788, Page 895, of the Public Records of Miami -Dade County, Florida. (As to Parcels 1 and 2) 18. INTENTIONALLY DELETED. 19. INTENTIONALLY DELETED. 20. INTENTIONALLY DELETED. 21. INTENTIONALLY DELETED. 22. Terms conditions and obligations of that certain Unrecorded Ground Lease Agreement dated by and between the City of Miami, a municipal corporation of the State of Florida ("Lessor") and Miami Freedom Park, LLC, a Delaware limited liability company ("Lessee") evidenced by the Memorandum of Lease recorded in Official Records Book , Page , of the Public Records of Miami -Dade County, Florida. 23. Interest of the City of Miami, a municipal corporation, the fee simple owner. 24. This policy does not insure any portion of the insured parcel lying within the Tamiami Canal as set forth and further described in that certain Deed recorded in Official Records Book 33, Page 361, of the Public Records of Miami -Dade County, Florida. 25. Riparian and littoral rights are not insured. 26. Rights of the lessees under unrecorded leases. 27. Terms, conditions, and obligations set forth in that certain Ingress and Egress Easement Agreement by and between the City of Miami, a municipal corporation of the State of Florida and Miami Freedom Park, LLC, a Delaware limited liability company recorded in Official Records Book , Page , of the Public Records of Miami -Dade County, Florida. 28. INTENTIONALLY DELETED. 29. Development Agreement between the City of Miami, Florida and Miami Freedom Park, LLC, as recorded in Official Records Book , Page , of the Public Records of Miami -Dade County, Florida. Such Agreement, as amended, establishes and provides for covenants, terms, conditions, restrictions, fees, obligations, and easements. 30. Agreement for Water and Sanitary Sewer Facilities Between Miami -Dade County and Miami Freedom Park, LLC recorded in Official Records Book , Page , of the Public Records of Miami -Dade County, Florida. 31. Unity of Title recorded in Official Records Book , Page , of the Public Records of Miami -Dade County, Florida. This page is only a part of a 2016 ALTA Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I - Requirements; and Schedule B, Part II - Exceptions. ORT Form 4690 FL 8-1-16 ALTA Commitment for Title Insurance with Florida Modifications FILE NO.: 19065251 EXHIBIT A PARCEL 1: (LEASEHOLD INTEREST) A PORTION OF UN -SUBDIVIDED LANDS LYING WITHIN THE NORTHEAST ONE -QUARTER (1/4) OF SECTION 32, TOWNSHIP 53 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA, SAID LANDS BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHWEST CORNER OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32; THENCE RUN ALONG THE SOUTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 88°08'18" EAST FOR A DISTANCE OF 649.34 FEET TO A POINT; THENCE RUN NORTH 00°53'17" WEST FOR A DISTANCE OF 45.01 FEET TO A POINT ON A LINE 45.00 FEET NORTH OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE SAID SOUTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SECTION 32; THENCE RUN ALONG THE EASTERLY LIMITED ACCESS RIGHT-OF-WAY LINE OF N.W. 42ND AVENUE (LEJEUNE ROAD) THE FOLLOWING FIVE (5) COURSES; (1) THENCE RUN NORTH 00°53'17" WEST FOR A DISTANCE OF 59.96 FEET TO A POINT; (2) THENCE RUN NORTH 48°58'49" WEST FOR A DISTANCE OF 562.53 FEET TO A POINT ON THE NEXT DESCRIBED CIRCULAR CURVE CONCAVE TO THE NORTHEAST; (3) THENCE RUN NORTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 470.00 FEET, A CENTRAL ANGLE OF 41°10'52"; A CHORD LENGTH OF 330.59 FEET ALONG A CHORD BEARING OF NORTH 24°00'32" WEST, FOR A DISTANCE OF 337.81 FEET TO A POINT OF TANGENCY; (4) THENCE RUN NORTH 03°25'06" WEST FOR A DISTANCE OF 623.61 FEET TO A POINT; (5) THENCE RUN NORTH 07°58'00" WEST FOR A DISTANCE OF 193.68 FEET TO A POINT ON A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32; THENCE RUN ALONG A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 00°54'35" WEST FOR A DISTANCE OF 992.21 FEET TO A POINT; THENCE RUN NORTH 88°49'41" EAST FOR A DISTANCE OF 251.82 FEET TO A POINT; THENCE RUN NORTH 70°04'29" EAST FOR A DISTANCE OF 285.46 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 32; THENCE RUN ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 609.46 FEET TO THE POINT OF BEGINNING OF THE FOLLOWING DESCRIBED PARCEL OF LAND; THENCE CONTINUE ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 392.40 FEET TO A POINT; THENCE RUN SOUTH 71°24'19" EAST FOR A DISTANCE OF 146.44 FEET TO A POINT ON A NON -TANGENT CIRCULAR CURVE CONCAVE TO THE SOUTHWEST; THENCE RUN SOUTHEASTERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE RIGHT HAVING A RADIUS OF 658.52 FEET, A CENTRAL ANGLE OF 10°30'38", A CHORD LENGTH OF 120.63 FEET AND A CHORD BEARING OF SOUTH 66°48'32" EAST, FOR AN ARC DISTANCE OF 120.80 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN SOUTHEASTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 218.52 FEET, A CENTRAL ANGLE OF 46°30'17", A CHORD LENGTH OF 172.54 FEET AND A CHORD BEARING OF SOUTH 38°18'05" EAST, FOR AN ARC DISTANCE OF 177.36 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN SOUTHERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 573.52 FEET, A CENTRAL ANGLE OF 64°03'41"; A CHORD LENGTH OF 608.36 FEET AND A CHORD BEARING OF SOUTH 16°58'54" WEST, FOR AN ARC DISTANCE OF 641.24 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN WESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 218.52 FEET, A CENTRAL ANGLE OF 46°30'17", A CHORD LENGTH OF 172.54 FEET AND A CHORD BEARING OF SOUTH 72°15'52" WEST, FOR AN ARC DISTANCE OF 177.36 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN WESTERLY ALONG THE This page is only a part of a 2016 ALTA Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I - Requirements; and Schedule B, Part II - Exceptions. ORT Form 4690 FL 8-1-16 ALTA Commitment for Title Insurance with Florida Modifications FILE NO.: 19065251 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°O1'06" 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. PARCEL 2: (APPURTENANT EASEMENTS) NON-EXCLUSIVE EASEMENTS PURSUANT TO AND AS SET FORTH IN SECTION 2 OF THAT CERTAIN INGRESS AND EGRESS EASEMENT AGREEMENT BY AND BETWEEN THE CITY OF MIAMI, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA AND MIAMI FREEDOM PARK, LLC, A DELAWARE LIMITED LIABILITY COMPANY RECORDED IN OFFICIAL RECORDS BOOK , PAGE , OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: INGRESS -EGRESS AND UTILITY EASEMENT LEGAL DESCRIPTION: 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; This page is only a part of a 2016 ALTA Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I - Requirements; and Schedule B, Part II - Exceptions. ORT Form 4690 FL 8-1-16 ALTA Commitment for Title Insurance with Florida Modifications FILE NO.: 19065251 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 1509.03 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 59.12 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 58.97FEET TO A POINT; THENCE RUN NORTH 03°03'12" WEST FOR A DISTANCE OF 245.22 FEET TO THE POINT OF BEGINNING. AND INGRESS -EGRESS AND UTILITY EASEMENT LEGAL DESCRIPTION: A PORTION OF UN -SUBDIVIDED LANDS LYING WITHIN THE SOUTHEAST ONE -QUARTER (1/4) OF SECTION 29, TOWNSHIP 53 SOUTH, RANGE 41 EAST, ADJACENT TO 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 SECTION 32, TOWNSHIP 53 SOUTH, RANGE 41 EAST; 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 AND THE POINT OF BEGINNING OF THE FOLLOWING DESCRIBED PARCEL OF LAND; THENCE CONTINUE NORTH 70°04'29" EAST FOR A DISTANCE OF 134.28 FEET TO A POINT; THENCE RUN ALONG A LINE 40.00 FEET NORTH OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, SAID NORTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 1485.10 FEET TO A POINT; THENCE SOUTH 02°35'39" EAST FOR A DISTANCE OF 40.00 FEET; This page is only a part of a 2016 ALTA Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I - Requirements; and Schedule B, Part II - Exceptions. ORT Form 4690 FL 8-1-16 ALTA Commitment for Title Insurance with Florida Modifications FILE NO.: 19065251 THENCE RUN ALONG THE NORTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, SOUTH 87°24'21" WEST FOR A DISTANCE OF 1613.28 FEET TO THE POINT OF BEGINNING. AND INGRESS -EGRESS AND UTILITY EASEMENT -ROAD LEGAL DESCRIPTION: 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 FOUR (4) 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 16°29'53", A CHORD LENGTH OF 134.87 FEET ALONG A CHORD BEARING OF NORTH 36°21'Ol" WEST, FOR A DISTANCE OF 135.33 FEET TO A POINT ON THE NEXT DESCRIBED CIRCULAR CURVE CONCAVE TO THE NORTHEAST AND THE POINT OF BEGINNING OF THE FOLLOWING DESCRIBED PARCEL OF LAND; (4) THENCE CONTINUE ALONG THE ARC OF SAID CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 470.00 FEET, A CENTRAL ANGLE OF 11°38'32", A CHORD LENGTH OF 95.34 FEET AND A CHORD BEARING OF NORTH 22°16'49" WEST, FOR AN ARC DISTANCE OF 95.50 FEET TO A POINT; THENCE RUN NORTH 86°58'54" EAST FOR A DISTANCE OF 739.49 FEET TO A POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE NORTHWEST; THENCE RUN NORTHEASTERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 104.00 FEET, A CENTRAL ANGLE OF 87°57'Ol", A CHORD LENGTH OF 144.42 FEET AND A CHORD BEARING OF NORTH 43°00'23" EAST, FOR AN ARC DISTANCE OF 159.64 FEET TO A POINT OF REVERSE CURVATURE; THENCE RUN NORTHEASTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE RIGHT, 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 NORTH 41°20'31" EAST, FOR AN ARC DISTANCE OF 1278.24 FEET TO A POINT ON THE NEXT DESCRIBED NON - TANGENT CIRCULAR CURVE CONCAVE TO THE NORTHWEST; THENCE RUN NORTHEASTERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE LEFT, 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 NORTH 38°45'05" EAST, FOR AN ARC DISTANCE OF 624.30 FEET TO A POINT; THENCE RUN NORTH 03°03'12" WEST FOR A DISTANCE OF 375.24 FEET TO A POINT; THENCE RUN NORTH This page is only a part of a 2016 ALTA Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I - Requirements; and Schedule B, Part II - Exceptions. ORT Form 4690 FL 8-1-16 ALTA Commitment for Title Insurance with Florida Modifications FILE NO.: 19065251 86°58'54" EAST FOR A DISTANCE OF 505.58 FEET TO A POINT; THENCE RUN THE NEXT DESCRIBED TWO (2) COURSES ALONG THE WESTERLY RIGHT-OF-WAY OF NW 37TH AVENUE, (1) SOUTH 01°52'57" EAST FOR A DISTANCE OF 12.26 FEET TO A POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE EAST; (2) THENCE RUN SOUTHERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 2871.79 FEET, A CENTRAL ANGLE OF 01°33'04", A CHORD LENGTH OF 77.74 FEET AND A CHORD BEARING OF SOUTH 02°39'29" EAST, FOR AN ARC DISTANCE OF 77.74 FEET TO A POINT; THENCE RUN SOUTH 86°58'54" WEST FOR A DISTANCE OF 249.52 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 165.18 FEET, A CENTRAL ANGLE OF 90°02'06", A CHORD LENGTH OF 233.67 FEET AND A CHORD BEARING OF SOUTH 41°57'51" WEST, FOR AN ARC DISTANCE OF 259.56 FEET TO A POINT; THENCE RUN SOUTH 03°03'12" EAST FOR A DISTANCE OF 118.73 FEET TO A POINT ON THE NEXT DESCRIBED NON -TANGENT CIRCULAR CURVE CONCAVE TO THE NORTHWEST; THENCE RUN SOUTHWESTERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 510.29 FEET, A CENTRAL ANGLE OF 85°19'51", A CHORD LENGTH OF 691.66 FEET AND A CHORD BEARING OF SOUTH 38°51'45" WEST, FOR AN ARC DISTANCE OF 759.97 FEET TO A POINT ON THE NEXT DESCRIBED NON - TANGENT CIRCULAR CURVE CONCAVE TO THE SOUTHEAST; THENCE RUN SOUTHWESTERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 775.48 FEET, A CENTRAL ANGLE OF 99°25'13", A CHORD LENGTH OF 1183.05 FEET AND A CHORD BEARING OF SOUTH 34°04'06" WEST, FOR AN ARC DISTANCE OF 1345.62 FEET TO A POINT ON A THE NEXT DESCRIBED 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 1193.58 FEET, A CENTRAL ANGLE OF 07°08'00", A CHORD LENGTH OF 148.50 FEET AND A CHORD BEARING OF SOUTH 18°57'11" EAST, FOR AN ARC DISTANCE OF 148.60 FEET TO A POINT ON THE NEXT DESCRIBED NON -TANGENT CIRCULAR CURVE CONCAVE TO THE SOUTHWEST; THENCE RUN SOUTHERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 923.00 FEET, A CENTRAL ANGLE OF 19°03'09", A CHORD LENGTH OF 305.51 FEET AND A CHORD BEARING OF SOUTH 12°30'55" EAST, FOR AN ARC DISTANCE OF 306.92 FEET TO A POINT; THENCE RUN SOUTH 02°59'21" EAST FOR A DISTANCE OF 120.17 FEET TO A POINT; THENCE RUN ALONG A LINE 45.00 FEET NORTH OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, SAID SOUTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SECTION 32, SOUTH 88°08'18" WEST FOR A DISTANCE OF 90.02 FEET TO A POINT; THENCE RUN NORTH 02°59'21" WEST FOR A DISTANCE OF 118.40 FEET TO A POINT ON A CIRCULAR CURVE CONCAVE TO THE SOUTHWEST; THENCE RUN NORTHERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 833.00 FEET, A CENTRAL ANGLE OF 24°55'54", A CHORD LENGTH OF 359.62 FEET AND A CHORD BEARING OF NORTH 15°27'17" WEST, FOR AN ARC. DISTANCE OF 362.47 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN NORTHWESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 178.00 FEET, A CENTRAL ANGLE OF 65°05'52", A CHORD LENGTH OF 191.54 FEET AND A CHORD BEARING OF NORTH 60°28'10" WEST, FOR AN ARC DISTANCE OF 202.24 FEET TO A POINT; THENCE RUN SOUTH 86°58'54" WEST FOR A DISTANCE OF 682.45 FEET TO THE POINT OF BEGINNING. AND: PEDESTRIAN ACCESS EASEMENT 1 This page is only a part of a 2016 ALTA Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I - Requirements; and Schedule B, Part II - Exceptions. ORT Form 4690 FL 8-1-16 ALTA Commitment for Title Insurance with Florida Modifications FILE NO.: 19065251 LEGAL DESCRIPTION: A PORTION OF UN -SUBDIVIDED LANDS LYING WITHIN THE SOUTHEAST ONE -QUARTER (1/4) OF SECTION 29, 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 SECTION 32, TOWNSHIP 53 SOUTH, RANGE 41 EAST; 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 CONTINUE NORTH 70°04'29" EAST FOR A DISTANCE OF 134.28 FEET TO A POINT; THENCE RUN ALONG A LINE 40.00 FEET NORTH OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, SAID NORTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 1335.10 FEET TO THE POINT OF BEGINNING OF THE FOLLOWING DESCRIBED PARCEL OF LAND; THENCE NORTH 02°35'39" WEST FOR A DISTANCE OF 54.91 FEET TO A POINT ON THE SOUTHERLY LINE OF THAT CERTAIN 10.00 FOOT STRIP PER OFFICIAL RECORDS BOOK 33, PAGE 361, PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE RUN ALONG THE SOUTHERLY LINE OF SAID 10.00 FOOT STRIP NORTH 85°44'09" EAST FOR A DISTANCE OF 150.06 FEET TO A POINT; THENCE SOUTH 02°35'39" EAST FOR A DISTANCE OF 59.28 FEET TO A POINT; THENCE RUN ALONG A LINE 40.00 FEET NORTH OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, SAID NORTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, SOUTH 87°24'21" WEST FOR A DISTANCE OF 150.00 FEET TO THE POINT OF BEGINNING. AND: PEDESTRIAN ACCESS EASEMENT - BRIDGE LEGAL DESCRIPTION: This page is only a part of a 2016 ALTA Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I - Requirements; and Schedule B, Part 11- Exceptions. ORT Form 4690 FL 8-1-16 ALTA Commitment for Title Insurance with Florida Modifications FILE NO.: 19065251 A PORTION OF UN -SUBDIVIDED LANDS LYING WITHIN THE NORTHEAST ONE -QUARTER (1/4) OF SECTION 32, TOWNSHIP 53 SOUTH, RANGE 41 EAST AND SECTION 29, 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 1509.03 FEET; THENCE SOUTH 03°03'12" EAST FOR A DISTANCE OF 245.22 FEET TO A POINT; THENCE NORTH 86°58'34" EAST FOR A DISTANCE OF 475.58 FEET TO THE POINT OF BEGINNING OF THE FOLLOWING DESCRIBED PARCEL OF LAND; THENCE NORTH 01°52'57" WEST FOR A DISTANCE OF 352.01 FEET TO A POINT ON THE SOUTHERLY LINE OF THAT CERTAIN 10.00 FOOT STRIP PER OFFICIAL RECORDS BOOK 33, PAGE 361, PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE RUN NORTH ALONG THE SOUTHERLY LINE OF SAID 10.00 FOOT STRIP NORTH 85°44'09" EAST FOR A DISTANCE OF 34.81 FEET TO A POINT; THENCE RUN THE FOLLOWING DESCRIBED THREE COURSES ALONG THE WESTERLY RIGHT-OF-WAY LINE OF NW 37TH AVENUE, SOUTH 02°24'33" WEST FOR A DISTANCE OF 9.04 FEET TO A POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE EAST; THENCE RUN SOUTHERLY ALONG SAID CURVE TO THE LEFT, HAVING A RADIUS OF 1463.40 FEET, A CENTRAL ANGLE OF 4°17'30", FOR AN ARC DISTANCE OF 109.61 FEET TO A POINT; THENCE SOUTH 01°52'57" EAST FOR A DISTANCE OF 234.34 TO A POINT; THENCE SOUTH 86°58'54" WEST FOR A DISTANCE OF 30.01 FEET TO THE POINT OF BEGINNING. This page is only apart of a 2016 ALTA Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part 1- Requirements; and Schedule B, Part II - Exceptions. ORT Form 4690 FL 8-1-16 ALTA Commitment for Title Insurance with Florida Modifications FILE NO.: 19065251 EXHIBIT B All those Tracts or Parcels of land situate, lying and being in Miami -Dade County, Florida, and described as follows: All the SE 1/4 of Section 29, Township 53 South, Range 41 East, lying South of Tamiami Canal, Less the East 1710.00 feet thereof; and All that portion (less the East 1,710.00 feet) thereof of the North Half of the NE 1/4 of Section 32, Township 53 South, Range 41 East, lying North of a line parallel with and 302 feet South of Tamiami Canal, Less that portion thereof, dedicated or acquired for 42nd Avenue. All that portion of the East half of said Section 32, lying East of the west line of the Seaboard Airline Railway Right of Way and north of Comfort Canal and South of a line parallel with and 192 feet North of the South line of the North half of the NE 1/4 of said Section 32, less that portion thereof dedicated or acquired for 37th Avenue, N.W., Douglas Road. TOGETHER WITH: All that Tract or Parcel of land situate, lying and being in Miami -Dade County, Florida, and described as follows: All of the East Seventeen Hundred Ten (1710.00) feet of the SE 1/4 of Section 29, Township 53 South, Range 41 East, lying south of the Tamiami Canal and also All of the East seventeen hundred ten (1710.00) feet on the N 1/2 of the NE 1/4 of Section 32, Township 53 South, Range 41 East, lying north of a line on hundred ninety-two (192.00) feet north of and parallel to the south line of the N 1/2 of the NE 1/4 of said Section 32, Excepting, that portion of N.W. 37th Avenue (Douglas Road) heretofore dedicated to the public. TOGETHER WITH: ALL that portion of the North half of the NE 1/4 of Section 32, Township 53 South, Range 41 East, lying South of a line described as "Boundary Line" on a Plat attached to that certain agreement between Delaware Association, Inc., a Delaware Corporation and Seminole Fruit and Land Company, a New York Corporation, dated the 13th day of July, 1945 and recorded among the Public Records of Dade County, Florida on the 20th day of July 1945 in Deed Book 2540 at page 77, Less that portion of the East 1710.00 feet thereof, lying north of a line parallel with and 192 feet North of the south line of the said North half of the NE 1/4 of said Section 32 and Less that portion of the South 192 feet of the North half of the NE 1/4 of said Section 32, lying East of the west line of the Seaboard Airline Railway Right of Way and Less that portion thereof dedicated or acquired for A. W. 42nd Avenue, LeJeune Road. TOGETHER WITH: All of Blocks 1, 2, 3, 4, 5, 6 and 7, of LeJeune Garden Estates Section 4, according to plat thereof, as recorded in Plat Book 44, Page 23, of the Public Records of Miami -Dade County, Florida. TOGETHER WITH: That portion of NW 14th Street running along its centerline, also being the baseline as shown on the Right of Way Control May for Section S7000-2595 (W.P.I. 6114114) (as prepared by S.R. Brownell & Associates, Inc.), lying in Section 32 and 33, Township 53 South, Range 41 East, Miami -Dade County, Florida. That portion running from Station 200+15.240 meters on the Easterly Right of way Line of NW 42 Avenue (LeJeune Road) to an equation point of the centerline of NW 37 Avenue defined as Station 208-23.731 meters (back). Said portion includes all 25 This page is only a part of a 2016 ALTA Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I - Requirements; and Schedule B, Part II - Exceptions. ORT Form 4690 FL 8-1-16 ALTA Commitment for Title Insurance with Florida Modifications FILE NO.: 19065251 foot radius returns, together with the adjoining portion of the intersecting streets up to their points of curvature thereof, as shown on the Right of Way Control Map for Section S7000-2595, as further described in that certain Deed recorded in Official Records Book 28482, Page 710, of the Public Records of Miami -Dade County, Florida. LESS AND EXCEPT those lands conveyed by that certain Quit -Claim Deed record in Official Records Book 33, Page 361, of the Public Records of Miami -Dade County, Florida, more particularly described as follows: A strip of land ten (10) feet wide lying contiguous to and immediately south of Tamiami Canal between Northeast 37th Avenue (Douglas Road) and Northwest 42nd Avenue (LeJeune Road). Said area being more specifically described as follows: All that part of the South one-half of the Southeast one -quarter (S1/2 of SE1/4) of Section 29, Township 53 South, Range 41 East, lying southerly of the existing south bank of Tamiami Canal and northerly of a line that is generally 10 feet southerly of, parallel, and as measure at right angles to the said existing south bank of the Tamiami Canal; said line more generally described as follows: Commencing at the Southeast (SE) corner of said Section 29, Township 53 South, Range 41 East, bear North 00°08'15" East along the east line of said Section 29, a distance of 123.10 feet to the point of beginning; thence south 87°31'09" West a distance of 1719.62 feet; thence south 86°05'44" West, a distance of 332.34 feet; thence south 78°48'02" west a distance of 501.62 feet; thence south 87°17'31" West, a distance of 115.35 feet to an intersection with the west line of the Northeast one -quarter (NE1/4) of said Section 32; said point of intersection being 39.39 feet south of the Northwest (NW) comer of said Northeast one -quarter (NE1/4) and the end of the generally described line. Less, the right of way for 42nd Avenue and the right of way for 37th Avenue. FURTHER LESS AND EXCEPT those lands conveyed by that certain City Deed record in Official Records Book 5094, Page 667, of the Public Records of Miami -Dade County, Florida, more particularly described as follows: All of Lots 1 through 24, inclusive, all being in Block 7, of LeJeune Garden Estates, Section 4, according to the Plat thereof, as recorded in Plat Book 44, Page 23, of the Public Records of Miami -Dade County, Florida. FURTHER LESS AND EXCEPT those lands conveyed by that certain City Deed record in Official Records Book 5094, Page 669, of the Public Records of Miami -Dade County, Florida, more particularly described as follows: That part of Lots 1 through 23, Block 1 and Lots 12, 13, 14, Block 2, LeJeune Garden Estates, Section 4, according to the Plat recorded in Plat Book 44, Page 23, of the Public Records of Miami -Dade County, Florida, lying within the following metes and bounds description: Begin at the Southwest corner of Lot 14 of said Block 2, thence South 88°08'13" West 574.57 feet along the South line of said Blocks 2 and 1 to the beginning of a curve concave Northeasterly having a radius of 25.0 feet, thence Southwesterly, Westerly and Northwesterly 30.70 feet along said curve through a central angle of 90°58'50" to end of curve, thence North 00°53'17" West 1215.86 feet along the West line of said Block 1 to the beginning of a curve concave Southeasterly having a radius of 25.0 feet; thence Northwesterly, Northerly, and Northeasterly 38.59 feet along said curve through a central angel of 88°40'05" to end of said curve at a point on the North line of Lot 1 Block 1, said point being 125.58 feet West of the Northeast comer of said Lot 1, thence North 87°46'48" East 4.21 feet along said North line, thence South 3°25'06" East 516.95 feet to the beginning of a curve concave Northeasterly having a radius of 470.0 feet, thence Southeasterly 337.81 feet along said curve through a central angel of 41°10'53" to end of curve, thence South 48°58'49" East 562.53 feet to the East line of Lot 14 of said Block 2, thence South 00°53'17" East 59.96 feet along said Ease line to point of beginning. This page is only a part of a 2016 ALTA Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I - Requirements; and Schedule B, Part II - Exceptions. ORT Form 4690 FL 8-1-16 ALTA Commitment for Title Insurance with Florida Modifications FILE NO.: 19065251 FURTHER LESS AND EXCEPT those lands conveyed by that certain City Deed record in Official Records Book 5094, Page 672, of the Public Records of Miami -Dade County, Florida, more particularly described as follows: The East 743 feet of the North 210 feet of the N.E. 1/4 of the S.E. 1/4 (Less the North 25 feet and Less the East 35 feet) of Section 32, Township 53 South, Range 41 East AND Tract 1 and Tract 2, Block 6, of LeJeune Garden Estates, Section 4, according to the Plat thereof, as recorded in Plat Book 44, Page 23, of the Public Records of Miami -Dade County, Florida. FURTHER LESS AND EXCEPT those lands conveyed by that certain City Deed record in Official Records Book 5851, Page 15, of the Public Records of Miami -Dade County, Florida, more particularly described as follows: A parcel of land Lying and being in the NW 1/4 of NE 1/4 Section 32, Township 53 South, Range 41 East said parcel being more particularly described as follows: Begin on the North line of Lot 1, Block 1, LeJeune Garden Estates, Section 4, according to the Plat recorded in Plat Book 44, Page 23, of the Public Records of Miami -Dade County, Florida, at a point 121.37 feet Westerly of the Northeast corner of said Lot 1, thence North 3°25'06" West 106.66 feet, thence North 8°00'57" West 192.70 feet to the Easterly Line of LeJeune Road (N.W. 42nd Avenue), thence South 0°53'17" East 322.88 feet along said Easterly line of LeJeune Road to its intersection with the Westerly Line of said Lot 1, Block 1, at a point on a curve concave Southeasterly having a radius of 25.0 feet, thence from a tangent bearing of North 0°53'17" West run Northerly and Easterly 38.69 feet along said Curve through a central angel of 88°40'05" to end of curve, thence North 87°46'48" East 4.21 feet to Point of Beginning. FURTHER LESS AND EXCEPT those lands conveyed by that certain City Deed record in Official Records Book 7089, Page 199, of the Public Records of Miami -Dade County, Florida, more particularly described as follows: Parcel "2-A" Commence at the Northeast corner of Section 32, Township 53 South, Range 41 East, Miami -Dade County, Florida; thence run S 85° 46' 32" W along the North line of said Section 32, for a distance of 35.03 feet to the Point of Beginning of the herein described parcel: Thence run S 1 ° 54' 24" E along the West line of the East 35.00 feet of the NE 1/4 of said Section 32, for a distance of 850.68 feet to the point of curvature of a circular curve concave to the Southwest; thence run Northwesterly along the arc of said circular curve concave to the Southwest, having a radius of 2864.79 feet, through a central angle of 4° 48' 13", for an arc distance of 240.19 feet to a point of tangency; thence run N 6° 42' 37" W along a line tangent to the Last described curve, for a distance of 117.62 feet to the point of curvature of a circular curve to the right; thence run Northwesterly along the arc of said circular curve to the right, having a radius of 2871.79 feet, through a central angle of 4° 48' 13", for an arc distance of 240.77 feet to the point of tangency with the West line of the East 65.00 feet of the NE 1/4 of said Section 32; thence run N 01 ° 54' 24" W along the West line of the East 65.00 feet of the NE 1/4 of said Section 32, for a distance of 246.61 feet to the point of curvature of a circular curve to the right; thence run Northerly along the arc of said circular curve to the right, having a radius of 1463.40 feet, through a central angle of 4° 17' 30", for an arc distance of 109.61 feet to a point of tangency; thence run N 2° 23' 06" E along a line tangent to the last described curve, for a distance of 19.08 feet to the point of intersection with the southerly right of way line of Tamiami Canal; thence run N 85° 46' 00" E along the Southerly right of way line of Tamiami Canal, for a distance of 25.11 feet to a point on the West line of the East 35.00 feet of the SE1/4 of Section 29, Township 53 South, Range 41 East, Miami -Dade County, Florida; thence run This page is only a part of a 2016 ALTA Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I - Requirements; and Schedule B, Part II - Exceptions. ORT Form 4690 FL 8-1-16 ALTA Commitment for Title Insurance with Florida Modifications FILE NO.: 19065251 S 1 ° 36' 54" E along the West line of the East 35.00 feet of the SE1/4 of said Section 29, for a distance of 123.09 feet to the Point of Beginning. Subject to the existing canal easement to Central and Southern Florida Flood Control District; subject to any previous dedications of record. AND Parcel "2-B" That part of the NE 1/4 of the aforesaid Section 32, which lies within the external area formed by a 50.00 foot radius arc concave to the Northwest, tangent to the North line of the South 45.00 feet of the NE 1/4 of said Section 32, and tangent to the West line of the East 35.00 feet of the NE 1/4 of said Section 32, LESS that portion thereof previously dedicated. This page is only a part of a 2016 ALTA Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I - Requirements; and Schedule B, Part II - Exceptions. ORT Form 4690 FL 8-1-16 ALTA Commitment for Title Insurance with Florida Modifications FILE NO.: 19065251 EXHIBIT C Deed Book 2854, Page 231, Deed Book 2801, Page 164, Deed Book 2839, Page 411 and Official Records Book 28482, Page 710, of the Public Records of Miami -Dade County, Florida. And Deed Book 2762, Pages 50, 52, 54, 56, 58, 60, 62, 64, 66, 68, 70, 72, 74, 76, 78, 80, 82, 84, 86, 88, 90, 92, 94, 96, 98, 100, 102, 104, 106, 108, 110, 112, 114, 116, 118, 120, 122, 124, 126, 128, 130, 132, 134, 136, 138, 140, 142, 144, 146, 148, 150, 152, 154, 156, 158, 160, 162, 164, of the Public Records of Miami -Dade County, Florida. And Deed Book 2762, Page 344, of the Public Records of Miami -Dade County, Florida. And Deed Book 2769, Page 550, of the Public Records of Miami -Dade County, Florida. And Deed Book 2770, Page 1,3, 5, 7, 9, and 11, of the Public Records of Miami -Dade County, Florida. And Deed Book 2796, Page 487, 489, 491, 493, 495, 497, 499, 501, 503 and 505, of the Public Records of Miami -Dade County, Florida. And Deed Book 2804, Page 105, 107, 109, 111 and 113, of the Public Records of Miami -Dade County, Florida. And Deed Book 2806, Page 539, of the Public Records of Miami -Dade County, Florida. And Deed Book 2818, Page 418, 420, 422 and 424, of the Public Records of Miami -Dade County, Florida. - And Deed Book 2839, Page 413, of the Public Records of Miami -Dade County, Florida. And Deed Book 2854, Page 223, of the Public Records of Miami -Dade County, Florida. Less and except the following: This page is only a part of a 2016 ALTA Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I - Requirements; and Schedule B, Part II - Exceptions. ORT Form 4690 FL 8-1-16 ALTA Commitment for Title Insurance with Florida Modifications FILE NO.: 19065251 Official Records Book 33, Page 361, Official Records Book 5094, Page 667, 669 and 672, Official Records Book 5851, Page 15 and Official Records Book 7089, Page 199, of the Public Records of Miami -Dade County, Florida. This page is only a part of a 2016 ALTA Commitment for Title Insurance. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I - Requirements; and Schedule B, Part II - Exceptions. ORT Form 4690 FL 8-1-16 ALTA Commitment for Title Insurance with Florida Modifications EXHIBIT "G" LIST OF PROHIBITED USES 1. Any unlawful or illegal business, use or purpose; 2. Gambling; 3. Any use that is lewd, lascivious or obscene, as defined by Florida Statutes; 4. Adult entertainment (as defined in Miami 21 — City of Miami Code of Ordinances); 5. Any use or purpose that would constitute a nuisance of any kind (public or private) as prohibited by the City of Miami Code of Ordinances; 6. Any use or purpose that the Code, as of the date of the execution of any Sublease or other right to use, sets forth as a prohibited use on any City owned property; 7. Any use that would violate the terms of the entitlements, certificates of occupancy or other similar approvals of applicable governmental authorities; 8. A funeral parlor or home or other death industry related business; 9. A car wash or gas station, except for car washing activities that may be conducted ancillary to any office, parking or stadium use on the Stadium Parcel and any electric vehicle charging stations; 10. A so-called "flea market" facility, "second hand", "used goods" or "surplus" store or pawn shop, excluding a farmers market and the sale of products customarily sold in such farmers market; 11. A gun range or gun shop or other establishment selling fire arms or ammunition, except ancillary sales of such through an established sporting goods or similar store (e.g., Dick's Sporting Goods or Bass Pro Shops); 12. Any residential use (which, for avoidance of doubt, does not include any hotel related uses); 13. An industrial space or repair facility; 14. A junkyard or stockyard; 15. A fire sale (fictional) or bankruptcy sale (except pursuant to court order); 16. A coin operated laundry, central laundry (excluding ancillary to any Stadium -related use and any hotel or convention center use), or laundromat (excluding any laundromats with a secondary use such as the "suds and duds" operation) or dry cleaners with on premises cleaning plants or facilities; 17. A store selling drug or "head shop" paraphernalia (excluding, without limitation, a typical drug store such as Walgreens); 18. A store selling tobacco, vaping, or other devices that simulate smoking, excluding a "cigar bar" or other similar type use (so long as such "cigar bar" does not sell or promote vaping or other devices that simulate smoking); 19. A warehouse orr storage facility ("mini", "self' or otherwise); 20. An industrialor manufacturing facility; 21. A slaughterhouse, meat packing facility, or facility selling live animals for consumption; or 22. A soup kitchen, homeless shelter or other similar facility. 1 EXHIBIT "H" LEGAL DESCRIPTION OF PUBLIC PARK PARCEL ALL THAT Pan OF L.rL6E GARCEN ESTATES £ECROV 4. .A,C..,ORCaNG FCC THE PLAT INERf&F AS fiECORD£S1 21114 TB 44 AT PA" 23, OF THE PL62.02, RECORL1S iti MAW tiAD COMM', FLORIDA, LFS1G NNW THE SOLO OAR Y Or Fi+E FO'LOi3A't:, DESIRES LA NOS, 7EXErr+ER 14?1N tifi-SUO9140E0 LAhUS £ Yt+'YJ AUWV ?HE ,11It'Tr.AST ONE-OVAR7E (r/4) OF SECTION 32. TO±N,WP 53 SCOW, RANGE 4r EAST, SAID LAOS BEN; MORE PARRA..U.?L r OESC?19EL? AS FOLLOW: W: cawiILt110E AT THE ouwf5T CidRA" i or THE NORTHEAST O4C-01,(Ae fN (J/.) OF SA0) SECTION S7; THENG`= MN ACM Th SOUTH 1 t11E G}` THE NORTHEAST ONL:z?1.SARTrR O/4) Ch''' SAY) SiCRfhY .52 lorRTH 88 i1878' EAST FOR A //,'.74NC1`' OF 643.34 FEET TO .A MY); MENU' MN ,JO,RTri :Mil' ri' FY T FOR A DISTANCE CF 45.Or FEET To A PONT CAN A dA'15 45.aO FEET Ann OF AAii FAA. LUEt wrri AS IJEASTAE)`) r T RIGHT AWLES TO, Rif 5410 5 Kf ?f eye A'E f1ORrr;5k.7 ONE -COMER 4iR ER (1/4) 34` SCROV .S7 Aan rrh_ POINT Cd ISEGNONO OF THE FOILOIS'i++l: SESCRISED PARCEL OF LAND; Peva'F' R'.21 AiLWG ME EASTERLY LP4CED ACCESS P-IT-OF-%YAY LAE OF N.61 423eii A1€AY+f (LE.,.LW£ R'14)) THE P0a01 6 Tri EE (J) GJLSE$ (1) THEME ,%'N NORTH 0.0.5 '77' 14`£57 FOR .4 D157ANt5 O� 5$'J6 F`EFT TO .4 IMF; (2) THt'2 E F'LFN 1IO*17-1 482;,e42 kV:EST MN A 0LS741 t'E OF 56,?.53 FEET TO A POINT ON THE NEXT C 507111 0 CA411DIAR CVh4E CONCAVE 70 TriE AM HEAST,• (J) 70.'i'E %W AMTF1+f"57£71LY AGM` 'NE ARC OF SAV C64fv£ TO THE .RtG+iT, .F4T4Tf1; A WAYS OF 470.00 FEE?; A CENTRAL AN2E OF 2808251 A CRY..R0 LE'4'uTt 07 22P.52 FE_7AL(A' A CHORD EEArc2 Or NOUN 3✓'37 453f'57 FOR A GSrAMCE of 230.84 FEET TO A 20.IV7: THENCE 2t8/ 1iC??4i 865854' E..ST FORA DISTANCE OF 739.42 FEET 70 A PONT OF RVA7ZME OF A ORCULAR CMS CV VCA S TO PIE NOR 71-EST; THENCE RUT' .VORTHE STENL Y AL OW THE ARC Or 5AID eaRoAAR 0 Y?kE TO Try LEfT; HAIM A R.409/S OF iO4.00 FEET A 07J i94L ANCAE OF 2757'01 ° A CHM) +&ON OF 144.42 FEET AND A CHORD EAP+G 07 A'ORTH 43L7023' EAST, FOR AN ARC & TANCE Gr 75964 FEET TO A PONT Or REVERSE CL44V!47?.45 . 1" RUA, NOS T70457R( Y ALCM Ulf ARC OF A ORCU%AR CL1k?k TV THE .fr'L 43 h'AV,4\G A RAMS OF .55.5.48 FLr_i, A CENTRAL AKRE OF 547776", A CHORD LENOrrt OF 1?6.5.19 FEET A+u7 A CHOR17 REARM OF NORTH 4t20 37' EAST, FOR AA' ARC &'STANCE OF 127824 FEAT TO A PONT ON r NEXT 1.L` O'61W.?) Nf+1-7R1tE 1T CACL.Y,AR dUS?6£ 07VICA ",t 70 THE NO?T ?1-ST� ? t5 $ Ray NCRTHL ST£Rt. Y ALONG THE ARC OF SAtO OCULAR CDR' TO THE LEFT, MAW:: A RAMS OF 42+12!7 FEET. .4 CENTRAL AMU OF 85V220", A C,',t040 i=N6TH Or 56847 FEET AAU' ? 2`,'OR0 8E?R G OF NORTH 38'45175 EAST, FOR AN ?RC A'SrA+10E Cr 624.3G FEET TO A POINT; THENLT RAN A'G447rt 03'03'12' PEST FORA DISTANCE Or 37 .244 FEET TO A PLANT; PENCE RLN lo'CR7F1 E4555'54' EAST FORA INSTANCE OF 4' .5,T PET TO .0 PONT T 1 10E 17L+f1 NORTH 0152.50 EST A OIST?110E Or 242.22 FEET TO A P01VT: PENCE RUN ,AICNS TI-E" NORTH L'+1E OF THE NORTHEAST 1J`4 OF SAO SEC710Y 32 /MTH 377424' EAST FOR A INSTANCE OF 10O02 FIST TO A FONT G11 A A'07-TANOENT 0RC14JR? CL44bE catt4LE TO Tx'2 EAST'F�Tr+-NCE 44LA SOUTHERLY ALCti6 T74 AR.'.' Cr SA.44 CRC:W R CARLE TO 7H_ LErT HAM; ? RAMS OF 14.5.5.40 FEET A CENTRAL AMLT4 Or0075 48 ; A CHORO tiNGT7 .OF 7,15 FEET ANT? A CHORD BEARNG OF sour,. 01'44;33` EAST FOR AN ?RO 6YS74'1CF OF 7.15 FEET R? A PONT Or TANGENCY; THENCE .fir t"1 5O1?1 0152'57' EAST FOR A 04'SFA+10E OF 246:60 FELT TO A PONT OF OARV.4700E OF A CIRCULAR CLN42 CC,'1CA4f TO 4742 EAST PENCE RIM S PPER Y ALO\U THE 470 07 5AR) CC4I'ULAR C0Y4tE T9 ?WE LEM; HAWK. A RA0415 OF 2.57i,,T9 FEET, A CE.YTRAL ANGLE Ftr 04C3'14; A Ct?.'7.Si? IENC.r1 07 24071 rc T AAV A C7444 LZ:AA, WG OF SOWN 0477 4- EAST, FOR AN ARC DISTANCE OF 24071'.3 FEE'' TO A PCW.T OF TANGENCY; rrtit'CE RUN 5+0/1 `Warr!' NSF FOR A 9.15r4Nr Cr n7.6? FEET TO A 7aYlr Of c1,7VATIRE 07 4 m^r/LAi7 COTE M AtZ TV Th 41f57; THENCE RUN SOUTHERLY ALCM THE ?RC OF A 0(900LAR CUP PE TO THE a H7; 7Akt'1C, A 844'US OF 27'4.799 FEET A CR'TF.AL AN61. C� 0445'r4 ; A 04/040 IENNGTFF 67 240..17 far ANP A 0 t710 NEARING OF scum 4 04'I7'04' EAST, FOR AN ARC 0S7A110£ OF 2r0.12 FEET TO A R97-1T GF TA 13&/CY; Tn24(5 RLYI ALONG A LtAE 35.00 FEET i$2"ST OF .A+1D PARALLEL TO THE EAST LY,f OF- 47-5 , 044 :EAST r,f4 47 0A)9 S CROfi 37 SOUTH 0137'57" EASTFG44° A DISTANCE OF S.i.OJ FEET TO A POINT; T7-4244'E RUN SY..Y.171 5/'46'2..r' 4/ ST FOR A INSTANCE O iOD00 FEET TO A 704VT: T72)42` 4/0 1 SMITH OT'S7'S7` £AST ALONG THE REST R ATHT-OF-FY.4 Y LAVE OF THE SEAh'C44kY1 Ado 4+A1f RA4 ROAD .4+iO THE EAST ME Or&OCA f 4EJ+21E 6Ah5`4211 ESTATES SECRLA 4`, f7ATEfOrit: 44, PA6E 73 OF ?1E /01413; 16W/)S O' ,48AMR--2AOE MINTY,. FLORIN,. F%..49 A DISTANCE +:if 1064.47 FEET TO A 1'07'T4 47454E R241 SYUTH 88V44 8' aST 79 A &STANCE OF SOW FEET TO A PO'RT7 THENCE MN SOOTH 0132'57. EAST FOR A &STAp10E OF 273AG r6ET TO A POINT MEVC.:E,RL4'1 S4UTY 8308'Ir TEST. ALCM A WE 45.00 FEET NORM Or PE SCUM? LIVE OF 7'1E NORTHEAST 7/4 Or SAN? SECAC4Y 32, FOR A O/STANCE Oz 42315,71 Far TO PE PAI17OF 1EGteiNING: CONTAINING 44.5:0,256 5004RT FEET MORE V?r LESS C.17 55657 ACRES .4r004PE OR 255 1 EXHIBIT "I" INGRESS AND EGRESS EASEMENT AGREEMENT Prepared by and return to: Isabel C. Diaz, Esq. Holland & Knight LLP 701 Brickell Avenue, Suite 3300 Miami, Florida 33131 [Space Above This Line For Recording Data] INGRESS AND EGRESS EASEMENT AGREEMENT THIS INGRESS AND EGRESS EASEMENT AGREEMENT (the "Agreement") is made as of this day of , , by the CITY OF MIAMI, a municipal corporation of the State of Florida, whose mailing address is 444 SW 2nd Avenue, loth 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 and Grantee entered into that certain Ground Lease for Soccer Stadium Development (the "Stadium Lease"), with a lease commencement date of (the "Lease Commencement Date"), in which Grantee agreed to develop and cause the construction of a first-class soccer stadium, and concession, entertainment and retail areas related thereto, in accordance with the Stadium Lease, at no cost to the Grantor, on that certain parcel of real property located in Miami -Dade County, Florida, legally described on Exhibit A, attached hereto and made a part hereof, ("Stadium Parcel"). B. Grantee has requested, and Grantor has agreed, to grant to Grantee a non-exclusive easement upon, over, and across certain real property owned by Grantor, and described and depicted on Composite Exhibit B, attached hereto and made a part hereof (the "Easement Area") for (i) pedestrian and vehicular ingress and egress to and from the Stadium Parcel and (ii) the construction, operation, maintenance and use of underground utilities, above -ground utilities, and public infrastructure (collectively, with respect to (ii), the "Utility Improvements"). C. Grantee has requested, and Grantor has agreed, to grant to Grantee a non-exclusive easement upon, over, and across certain real property owned by Grantor, and described and depicted on Composite Exhibit C, attached hereto and made a part hereof (the "Pedestrian Bridge Easement Area") for pedestrian ingress and egress to and from the Stadium Parcel (the "Pedestrian Bridge Improvements"). 1 AGREEMENT NOW THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree and covenant, for themselves, their heirs, successors and assigns as follows: 1. Recitals. The Recitals to this Agreement are true and correct and are hereby incorporated by reference and made a part hereof. 2. Grant of Easement. Grantor hereby grants to Grantee and each of Grantee's designated tenants, licensees, invitees, employees, guests, patrons, agents and contractors (I) a non-exclusive easement upon, over, and across the Easement Area for (i) pedestrian and vehicular ingress and egress to and from the Stadium Parcel, including such roads and parkways in the Easement Area (collectively the "Roads"), and (ii) the construction, operation, maintenance and use of the Utility Improvements; and (II) a non-exclusive easement upon, over, and across the Pedestrian Bridge Easement Area for (i) pedestrian ingress and egress to and from the Stadium Parcel and (ii) the construction, operation, maintenance and use of the Pedestrian Bridge Improvements. Grantor acknowledges and agrees that the Roads identified on the Easement Area for vehicular ingress and egress, as provided herein, shall not be dedicated as public rights of ways, unless otherwise required by applicable law. Further, without written approval of Grantor and Grantee, neither the Easement Area nor the Pedestrian Bridge Easement Area shall be reconfigured, blocked, closed or altered in any manner that materially changes the location or configuration of the Roads or results in a restriction of access to and from the Stadium Parcel. For the avoidance of doubt, this Agreement does not constitute the approval of any utility -specific easement and, to the extent that any utility requires that the Grantor enter into a separate easement for the placement of its utilities within the Easement Area, then such utility -specific easement shall require review and approval by the City Commission of the City of Miami, Florida. 3. Maintenance of Easement Area and Pedestrian Bridge Easement Area. Grantee shall be responsible, at its sole cost and expense, for maintaining the Easement Area, including the Roads and the adjacent lights and sidewalks, and the Pedestrian Bridge Easement Area in good condition and state of repair; provided that Grantor shall be responsible for repairing any damage caused to such areas as a result of Grantor's or its invitees' use of such areas. Such maintenance and repairs shall conform to commercially reasonable standards consistent with and necessary to preserve the function and quality of the infrastructure and the improvements located within the Easement Area, including the Roads, and the Pedestrian Bridge Easement Area. 4. Severability. If any provision of this Agreement shall be invalid or shall be determined to be void by any court of competent jurisdiction, then such provision or determination shall not affect any other provisions of this Agreement, all of which other provisions shall remain in full force and effect. It is the intention of the Parties that if any provision of this Agreement is capable of two constructions, one of which would render the provision void and the other which would render the provision valid, then the provisions shall have the meaning which renders it valid. 5. Headings. The headings set forth herein are merely for convenience and shall not be deemed to in any way expand or limit the interpretation of the provisions of this Agreement. 2 6. Term. This Agreement shall become effective upon recordation and shall continue in effect from the effective date of this Agreement until the later of (i) the last day of the thirtieth (3 Oth) Lease Year (as hereinafter defined) or (ii) thirty (30) days after the end of the MLS (as defined in the Stadium Lease) season during which the thirtieth (30th) anniversary of the Lease Commencement Date occurs (or later if Grantee elects to exercise its options to extend the Stadium Lease term), unless released sooner with the written consent of Grantor and Grantee, or their respective successors and/or assigns; provided, however, if the Stadium Lease is terminated prior to the expiration of the then applicable term (including any option or renewal term), this Agreement shall continue in effect through the expiration of the term (including any option or renewal term) of any Sublease then in effect and subject to a Non -Disturbance Agreement (as defined in the Stadium Lease). For purposes hereof, "Lease Year" shall refer to each twelve (12) month period during the Stadium Lease term commencing on January 1 and ending on December 31, except that if the Lease Commencement Date does not fall on January 1, the first Lease Year shall be the period from the Lease Commencement Date through the following December 31, and the last Lease Year shall end on the date of expiration of the Stadium Lease term if a day other than December 31. 7. 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. 8. Covenant Running with the Land. The easements hereby granted and the requirements herein contained shall run with the land and shall inure to the benefit of, and be binding upon, the Parties hereto and their respective heirs, successors and assigns, including, any subsequent owners of all or any part of the Easement Area, the Stadium Parcel, and all persons claiming under them. 9. Remedies. Enforcement of this Agreement shall be exclusively by action at law or in equity against any Parties or persons violating or attempting to violate any provision of this Agreement. 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. 10. Notices. Any notices which may be permitted or required hereunder shall be in writing and shall be deemed to have been duly given (i) three (3) days after depositing with the United States Postal Service, postage prepaid, (ii) one day after depositing with a nationally recognized overnight courier service, or (iii) on the day of hand delivery (provided such delivery occurs prior to 5:00 p.m. E.S.T.), to the address listed above or to such other address as either Party may from time to time designated by written notice in accordance with this paragraph. 11. Construction of Agreement. This Agreement shall not be more strictly construed against any one of the Parties in any claim under any provisions hereto. In constructing this Agreement, the singular shall be held to include the plural, the plural shall be held to include the singular, and reference to any particular gender shall be held to include every other and all genders. 3 12. Authority. The persons signing below on behalf of Grantor and Grantee, respectively, represent and warrant that they each have full right and authority to execute this Agreement, that they are authorized to do so and that no consents of any person(s) are required other than those which have already been obtained. 13. Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. This Agreement may only be released, amended, modified, supplemented or revised in writing by Grantor and Grantee, or their respective successors and/or assigns, and any modification shall be effective only upon recordation in the Public Records of Miami -Dade County, Florida. [SIGNATURE PAGES FOLLOW] 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 n 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, on behalf of the municipal corporation, who is personally known to me or who has produced as identification. [NOTARIAL SEAL] Print Name: Notary Public, Commission #: My Commission Expires: 5 Signed in the presence of: Print Name: Print Name: STATE OF FLORIDA ) ) ss: COUNTY OF MIAMI-DADE ) GRANTEE: MIAMI FREEDOM PARK, LLC, a Delaware limited liability company By: Name: Title: The foregoing instrument was acknowledged before me by means of n physical presence or ❑ online notarization, this day of , , by , as of MIAMI FREEDOM PARK, LLC, a Delaware limited liability company, on behalf of said limited liability company, who is personally known to me or who has produced as identification. [NOTARIAL SEAL] Print Name: Notary Public, Commission #: My Commission Expires: 6 I EXHIBIT "A" STADIUM PARCEL SKETCH TO ACCOMPANY LEGAL DESCRIPTION -LE 'C21 •-s ct OF - 1 POINT OF BEGINNING 09 4. -1-4r--\-NATO4'29I 265 46' t458'49'47I 25, f gp• P+0.753.1714, 50992 SAra.574111 4.09' 2..1.79.05'j.rr3C Cot.2•=1,77 79' C44 Pi =NOT 01CW CA.( 77.46' 9..4511911 7" _.../ ...- -..• - 9....119,42' C9PC1.012 54' I ' C41.8.45, P5'3514 4 __NOT5151VW .'. r9166• :1416.154' 6z275.546- / k's.6•565.2'. 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" .4" ' t 1.1; Of,t, Nit l'/4, 5ett/or! 12-53-41 L - PS 74,96•06•1111 649 $e Note. r The bearrrgs stows hereon (vete to an assorred freor;ng Nom* BeV8'18" Eosr) dong the Soott &Ns 4-.1 Me Natle.ast Orta-Warta (0) of Secrkro .32. Tolve341) .5.3 Scum, Ratr 4r Eost IlLom-ikde County. Florida 2 This stet& root 141 kl! wloe.i? tht ape Mt origin& roiled sera' or the ortestirrg Fitegto !VC191156'd 41.44994137 coc. mapper R - Rafts - &Alto Angie t - Arr Lotrirth Ch.B. - Chord Belying Cti 0 — Cived 1)ittance 4CASIIR.45N 4, 445 witiort5'.a,:,.W UAW Sinfti ,,'•7144,VS1',1.1. ''I 77 SCHWEBKE S H I S K I N+ ASSOCIATES E • E . -EE • L- L- Egrik ' - I - - FL I - - E dt4Ni4uti1.041 - /rM,(306 RED 1 1 ,13 WI I T - L- ',HUT F HEET -TE TATE 0' • FL I - p7 c.rit 4 AV El • ' " r1.401P-RitriiG t .t714 10110416413AS :s2z413;,9#.4 7 SKETCH TO ACCOMPANY LEGAL DESCRIPTION otsowPori A KAYnON CA' :„Ifi-SUFtlfilab 1.ANOS LW( (.44,t-f,X)ARIP (I/4) OF TO 040i.ij PA tka4fh4577 SAC rette-, uoa PARra AMY asrmsto 4PCN CMS: v" z 9F NE NORrhfA.ST o.NE-ookrfEN (1/4,1 OF FAr SECTIM 52. z - ARTLR 1',44,1 SOO SEMI'', 32. AAORTht -.re 6457 - - - le-s7 Fag A 01.5721va 45.01 tr...z- 7. A ••-•'1' - or AM) - - 4VC45 THE SAY) 50&711 LINE - --L- - 4 - SECTON 32, --z - . ACCESS Red./T-OF-IIII4e ; - ' - FOaolont - 407171. 0053.: 7. Cr' cOR -- 59 - - A:ANT; 12) - - 5.5 FEE TO A Poor ON z - COP* Ca VC A,: 7 _ NC, _ NE /ARC OA" 54/0 C hosi...AG A (MOUS OF 470. DI.; _ - Y'l 052. - = " - - 05 NORM 432- - - - 3.5.1 8,1 TO - 16rr II!"5R 7,FO_ L:57.,"A"CiE JFtv521.61 _ .. - V fiV10 - -MEASURE_ - - - - Tt;.. THE /FEST - --z --z- =-0614.reTER (VC) Lie- SAIL ..5,ECT?Oh ert..187Fr - • A .9.'S".54/•LE 992_21 8T7tA o - - T*4 94 EAST ' , DISTIta OF 251.82 FEET TO A - R NORM' l29M5T0R - -0 A PONT 6. --z MORN Lij OP SAC SECAON 32, -- e PUN 41.0‹, THE NORM ONE OF SAC r. :TE OF 509 45 FEET TO TI4E PONT - ..EGIVANG OF FOu DATI‘C oF.5p7rEo pARcil - A - ,ORN LONEG 549 SECTION 32, !VCARTor 8774'.”- &Sr FOR 4GI-STAGE OF 392 4C FEET -- 719 LAST FOR A g STANCE OF 145.44 FEET iv A ,R1-,'" - ',IN A r4f)V-TAAK.;EriT CRC'ut AR akireE z RUN SatiMEA STEP,: r NE ARC OF SAD 1: g CURIE TO NE -- -4 14,1:1 7,419k12 ,r-At pia.E OF 10'30:38-. A NORD I:0CM' OF 1 AD • - -- 5648* ,1• tA. - AN ARC Of:STANCE OF 50 FEET TO A POUT OF C.0.100,971C - Rta - - _ - lev 8)(214T, i4A ONG A R ADV., - - - - ;,71736 4 r,ORD REAR% OF SO.IMI .1818.05 - --ENCE RON SOLIMERI Y ALONG TNE ARC - - NAAW; .5.? 32; - - E OF 6411.341', A 040020 LeNtr#4 OF 606 - - - -- ; SC45Thr 165e - - - 6 41. 24 FEET TO A PaN7 OF C.'01AROUND GAYA'," z z :e Ai OM; 71t - - - 17-0; HA "V A RA017S Of 218 .51 FEET A GENT.: - - - NORD t ENCM _ - - - - - • SOUP-, 7275'52' WE' - FOR AN ARC - - A - c'Orre7" OF C 5AIPO. ' - _ _ - _ : _ Y OIA'7 Mf ARC - "A' AR 0"f - - - OF 65852 FEET, A - E - LENGM OF 2e, '" • - • - - 731:11 1.1VIT Fi/Fi AN AIX, bYSTAIkt OF 2 6.1 TO A i-CWY7 CO4400090 - APC OF A CIRCUL AR CO R 70 ME k m'A 14I1,C A RADVS OF 218 52 - - - - 4.!) A NORD LENCT14 OF 72 54 FEET AND A NORO fifARN6 OF NOR Ti4 357 8.05" NES..7 Fa9 - CAOL'Odre'D NEP,CE FUN NORMIERL r Avow,' THE ARC. OF A - ..,ar•ArAt47cA ?1464.7)1.1 "FS CF 57352 .1E7. A CENTRAL A .NC4. OF 124 54. A NORD ii.4C74 OF 127 7.9 4A A CAI0RD BEARING OF Nano 06709' 11£57- FOR AN ARC DISTANCE OF 12805 far 70 PCKNT: NENCE RON SQ.,744 8 7115'24* 11E57 FOR A asrAa OF 4.09 PEET 70 A POW 11/4F_NGE RA MORN 025537 mrEsr FOR A .9STANCE OF 508 92 FEET 77.9 77•E PONT OF IYELV•IIVG; COeiTANING 547.554 StAR FEET 44CRE OR LESS C6 12 70 A ORES PAO% OR LESS. NO7E: 1.7-itE BEARIN&S HEREOV RELATE TO A AS5.i A RWC (NORM+ 88 Va. I:F. EAST) ALONG NE SOL.,744 LAVE 711E NOR NE:AST OVE-OLIARIER 0/4) OF SECT32, 7D WSW. • ODIN, RANGE. 41 EAST OAP-DADE mem.: FL ORCA. 2. NYS 9E7N IS Nor Mit° 401 THE SIVNATURE Ncomt Rksio sEk 04- NE ATTESMVS FL CIRCA DaNSEC; Si,' PPE et14 AN2.1. 4ARRE4 "t ',t4 WA 47 A' ..".491War LOAF. z' P.S II 4775 6A SCHWEBKE S H I S K I N + ASSOCIATF_S. L- c, LIR • E • E I EE • LAND L- ,E "----' . 3240 C0f4-.0i4.41E L: I ...mk- FL I - - E .,. ut;z -ii; "Q 9FlovaRri.(V,4) 435-4 4 F-...iict,'; F4,- 1441-i-E eiocr" 1_). Edkr I! I 73 1 . nor iv airkVA.;(5n4414.(..-gi - I it. -.4iaw-. 74, I' AL FL. I - F L- W" 'NI. I . - _ ...E SEE' OF *EMS) : -TE F • 8 7) 3253Ir afra 41E2 COOMill WM' LU& RLFt' 619467 AG. 71:1220I IF _Dr 8 COMPOSITE EXHIBIT "B" EASEMENT AREA SKETCH TO ACCOMPANY LEGAL DESCRIPTION INGRESS - EGRESS AND ILITY EASEMENT North IAA NE r/e, N Section 17-5,5-df INGRESS - EGRESS AND --. UTILITY EASEMENT sig AETAW (sry¢r 2) �� AUr _ice i- I• { � Ea7h�1�1IG� ~ e::A• kI a,�ez o wire. Act ti PQIVr or I - 1 I .`tr_ COMMENCEMENT A.775J'r7 - SY 96' xvtnsesrCane,.4.— '- 6I9Je' hlanheast 1/•, Section 32D-53-4J Mote: NO01.1 1 T1F' 4501 It ieieur,e i,araer' Estates Section 4 - Pia' Boot 44, Page 23 -South Low, N.E 1/I, 4 Section 32-5J-41 — — I. The beatings Mown Ae'eon relate to an assumed bearing (North 881)878' East) along the South hoe of Me Norineese O e-Quarter (1/s) of Section 12 To., 53 Soak Rouge II East, MianrAde Count)c Ror e° 2 fir sine& es not RIM s+Mout tM signature one the aorta ro.:ra sear of the otfestng Rondo w.rtneost Cameo. xct»n 3 -j3-41 - Radius - Delta *vie - Air Lenatn Ch.8. - Chord Bearing Ch.D. - .Giles Gistatnce licensed eerier"( and mower. 71,1E SEAL ~PC ati _ .:2:1,1161.71ws AY(7140RIEL w rave AA& XM SOK. PSx e773 SCHWEBKE SHISKIN — ASSOCIATES , 87) CAM LAND SURVEYORS • ENGINEERS - LAND P 6 E NS .2'O CCrr'1RA1E MY, ARMOR, FLORDA 33375 0ADE(305) e52-70tO BRW DRD(A54i 435-* AJXV05) 6s'�-Z /Oko, Ar'r SuO'ISION• ORDER N0.. 21 4269-8 we 10/12/2021 —Wilms 15 Nor A %AND SLITvtEY.' ,HEFT I OF ! SHEET(S) F.B. ‘NEd0E.I. FEBRUAR• 'A, 2022 N.l e 54.1a4 TA /'BRA1,04,14011 NAlH 'MC:EN �,�20�. ,�PEr,-1F'AL FLOP+ILN 4,gtoP% �S ''•""" NO. A 113 9 SKETCH TO ACCOMPANY LEGAL DESCRIPTION INGRESS - EGRESS AND , "k.ITY EASEMENT ITIAll North 1. AC f/I, Stefan 1?-11-I1 a �i SLS Se' 1r I I �: r I POINT OIL BEGNING "1- 5ruftursof Carry Nc rheose VA SoCtson .32-53-07 INGRESS-ECRE55 & WVTY EASEMENT —ROAD 1=i6217. R=111F20 CM2.1'S531 CA'-N147T7TY AWN ,111. c.'txsis total' so ,J7.S 74' L..1121.17. 17-dX29 to r.Jwis sl \. swallow L=7569/. 6s5$0.29 Lsf fair CD.Nr South Line, N.E. 1/4, 5ectroo 32-53-41 Mote.' t. The freovntgs 110401 fxreorr 'Wore to of assumed eeanhg (Math 88D818' East) along the South hits of his Mortneast Chrpxrtsr (1/4) of .Serfi:ut 32 Tow5i Ss," ROW! Al East loan:-C3 * Caner ,Roily 2 Thus sketch rs not vaAd inthote. ths snrotors and th4 o'QN!cs mooed soot or the offeating Ror/da hissed nuncios and mapper 14 54.4! APNb 1!W CAN NIS J6,.;V441.7.7 MIS At74014,17 NY IWO SC#LL 1 500' Lu R - Rodin d - Della Angle L - Arc Length Chit - Chord Bearing Ch.D. - Chord Distance, ®A SCHWEBKE S H !SKIN + ASSOCIATESEN ..0.13—,17 LAND SURVEYC E' -1' EE • LAND PLANT EA/R_ 3040 COt3ON111E RAY. NN+,eMN. -E '... _,"I1 BNC4AAF04,1154j 435.1111y F'60(�J,t3�5�)t7�� PN RED 1:1141>LR'111' THIS IS NOT A 'LAND SURVEr.' ORDER NO. 2142e9-ef aTE ,Q/,2/202i SHEET Z OF 4 SHEERS) F.B._ Ni I4£45FJ. FFBNuelr, '6. 2222 tom Fi.CR0.14 Pg0!4 sp, P ctPAL 11R 14C 47'., ire a i -e 10 SKETCH TO ACCOMPANY LEGAL DESCRIPTION IN34L5S - _GFILSS ANC „ILI-r LASLVLhti I l EC4t DESCR '11OIl' ALL THAT AORTION OF L£EU1f GARDEN ESTATES SECTI AV 4 ACCORDING 70 7 F P 4 ' 1.,E;Et AS • : Ar &wit HAT PACE 21 or THE Roc RE'COPDS OF ANAAO-OADE CWI TY :I CRIOA, t ANC MITJpI-j..9rx 4RY .3 '-_ 4:;4 reicReED LANDS, 7t3CETNEP VAIN UN-51.801i4DEv LANDS L YNC *PAN 'M£ NOpfldEAST cNE-a:ArrER (1/4) Of SEc%IVN 32, 7GAV9•P 53 SOUP< RAFNZ 41 E4Sr i4 *BLADE COUNTY, noec t SAC LAAYIS We, YOB PARTICULARLY OIESCP971ED AS FOLLOMS. COMMENCE AT THE SCd: =,i_-^ CORNER OF 7NE NORTHEAST ONE-GGARTER (1/4) OF SA1; SECTION 32 7i(EME Et.* A({A11C 11E 93L.TH Lek. OF TI )e -= ' ,t-141R7ER (1/4) OF SND SECTION 37, RORTO4 86t6!8' EAST ELK' A DISTANCE OF 649.34 FEET lt) A PONT TF4aa .w;" . = 7" NEST FOR A DISTANCE OF 4501 FEET TO A PANT 9W A LAME 4500 FEET MORN OF AND R 4i1E2 NTTH, A:: tt = r "a•* ANGUS 7V, THE S4V SOWN LAVE OF 7t NORTNEAST Ohr- AMR1E.4 /1/4) Of SECTION 7i*ACF RUN ALON(.' Tltr tAz7t ACCESS RMCIiT-Of- NNr LAIL : NI►. 42ND MEWL (LEAFL ROti) :?ME FGl'1011144 FOUAR (4) c2i.QSES, ft; 1:EME •- 0053.17 NEST FOR A DISTJINrE OF 59.96 FEET TO A POWs !2) TFENCE RUN WORN 483849' NEST FL#7 A LASTAN.1 • 53 FEET 7O A POINT ON THE NEXT LESC%rYf0 CINCAAAR CUM COAC.AMf TC, A+E NORTHEAST !3) PEACE A IN AOK-to__ 7tRLY NOW' TFf ARC OF SND CTAWE TV r.EAWT, FMrdIC A RADIUS OF 47000 FEET A COVTRAt ANGLE Of 1629'53 A acid') LENGTH Of 134.87 FEET ACOM' A C O .L \t" OF NW1Tl 3671111. NEST FCR A O6TAMGE OF 135.33 FFFT TO A POWT ON WC A¢ T DESCRIBED C7IRCLUR CURVE r ". ..'S TV 114: AAORTrd A.Sr ANC 716 POINT OF EiLF'C711NAC OF THE FO(7OWNVC LESCIRWED PARCE:i OF LAME (4 TF€ACE CON7Yl' `_ . Tr€ ARC Of .Se C.1PCt4AR CLPM1E TO T. !BOUT, FFAIIWG A RADIUS OF 4700E FEET, A CENTRAL ANGLE OF t1:W 32" A - _ r;74 OF 95 34 FEET AND A 04CRO BEARING OF NORTH 2276'49' NEST, FLF AN ARC DISTANCE CF 95.5E FEET TO A ;:.:', •.' _- -".'N NC?TN 86:.85F- EAST FOR A DISTANCE OF 73949 FEET TO A POM70F CURVA7URE OF A CIRCULAR CLARaE • •,+74NEST R¢ME RUV 7.O'TMEASVERLY ALAMC PE ARC OF SAID CIRCULAR CURIE TO NE LEFT, NAMO A RALC'S Le L,,4 '. -LET A WN1NAL ANGLE LA' 8757.01.. A CNOND LENVTN OF 144.42 ITT AND A CW 0 LEMING OF NORTH 43W23" £AST, FOR AN ARC OSTANCE OF r59.64 FEET TO A PONT OF REt£RZ CJPVA7TARE PENCE RUN NOP71€ASTER2 Y ALONG THE ARC L]F A QROAAR CURE TO TT,E RENT, NARK A RADIUS OF 86548 FEET A CENTRAL MOLE CF 843T16: A CHORD LEWCTI+' OF 1165,t9 FEET AND A 04OGO 8EARRIC OF NORTH Ir70:31" EAST FOR AN ARC DISTANCE OF 127824 FEET 70 A PONT LW 7111E NEXT DESCRIBED M-T7114aNT Cwt".'XAR C7.W t CONGA YE 7O THE HM S? PENCE RUN .NO4fl't'ASTERLY AL CWC 7NE ARC OF SAW LLRCINAR CMURSf TO NE ; = HAM' A R40Y15 OF 42029 FEET A CENTRAL AURAE OF 85276T9" A CINID LENGTH OF 56647 FEET Ai.0 A ?►0q7 .EA x NORM J8'45 Q5' EAST FOR AN ARC DISTANCE OF 624.30 FEET 70 A PONT Nara NUN MR'H 0J1/377" NEST - ' - - OF 37524 FEET 70 A POINT 7FIENGE Rtm FORTH 865854' EAST F7.W A DISTANCE OF 505,58 FEET TD A P9- - v IE AEXT DESCRIBED TNO (2) moms ALONG IKEE NES1754tYRIGHT-C1F-AtAr OF N.37771 AWOL (t) sow-- '• .57' ;AyrFt71 A OSTANCE OF 12.26 FEET TV A POINT OF CURYA7IAE OF A L.WC (AN' CUP4£ CQVC.AL€ 70 T1+E £AST, (7) -_' E; RUN SOUTfRL Y ALO4C THE ARC OF .SAID O17LtRAR CURIE TO TFLF LEFT, HANG A RADIUS OF 2671.79 FEET A CEN7"r = . = OF 0r:J3-04'. A CORD LEWD.; OF 7774 FEET AANV A CPFORD BEARING Vic SCWTH 297" EAST FOR AN ARC LASTL .: - ' 74 FEU 70 A PONT; THENCE M.W SOWN 8638'54" NEST FOR A DiSIANCL Of 249.52 Fur ID A POINT' Cr CLEW' _ - - ::.Rif CONGA6E 70 7E S0J7;€4ST, THENCE RVN SO PIMES7E0tY ALONG PIE ARC CIF SAID C..W.CY.QAR L21 . +S A RAC OF t6518 FEET A CEN'7RAL ANOIE OF 9002OC A CFOORD aNGIN OF 73367 Arc7 A - TN 4r57'31' NEST FOR AN ARC DISTANCE OF 259.56 FEET TO A PCmT, THERCE RTAN SOWN 03W'12. EAST r A i.MS: = OIF'Ia73 .FE7 77 A RANT ON TEE NEXT DEFSOWPZ" NON -TANGENT CTRCL$AR CY.R*E CONCAl TV VIE NORTHNEST c:•s�F irt,:t ^ 1E5r13M Y MONO 7711E ARC OF SA,: N' (AR CLIPNE TO THE R1OFT, HAI4NG A RADA'S OF 510.29 FEET, A CENTRAL ANGLE () :II; A CHORD LENGTH OF 691.66 -_- arm A ^ L. BEAIROVO OF SOON 385r45" NEST FOR AN ARC ASTAMCE OF 759.97 -ELT TO A PCNVT ON TOE NEXT DESCRyiL '. _ _ - -',?a/LAN C( € COVCAiE 70 TFE SCVTMEA57; TWICE RUN SIUTH*S7ERLY ALONG THE ARC OF 5'A: THE LEiT. HAYING A RAMIS OF 775.48 FEET A CEN'TRA! ANTE OF 497513'. A CHCI7O LENGTH OF 11836.`. -__ ,Mtiu REAR1AV OF SAU 14 3424'06" NEST FOR AA' ARC LTSTANCEi OF 1345.62 jEE7 TO A PAW ON A NE NEXT 0E5'i:' ': _TAM LNr L7RCLXAR CURfri CO GA4f 70 NE NOVINEAST; CONON ND CAI ST 4 [tF 4 �k it A.-1:4 Nr„ EA TMS ;.:,: ,YChT MOLL' AL,74CAW1i' U`' IIWF 5TEYFAP.iY. 47T; SCHWEBKE S H I S K I N+ ASSOCIATES'Y�;.;,L.B-i•71 LAND SURVEYORS • ENGINEERS • LAND PLATS NS` '740 CDIroRATE u . M94W1R. TLO9ry 33025 OAOC(595) 451-70I7 9W^4IWD(954) 4Jt;- %PAM) >ft7 FALFliAED 4,44 SI�AtV161G ORDER NO.: 2141S9-8 j Ita MARI( F IGRIOA P THIS Is Nc'T A 'LAND SURVE+'7 DKIE, 10/12/2021 ,HEFT J OF 4 MEET F.G. NA E FF.:•'LA 'N. 2322 1P 'A L. symaydR 4J. 41)S • 11 SKETCH TO ACCOMPANY LEGAL DESCRIPTION IN3RESS - GFtLSS ANJ „ ILI Y LASL'/LN 1 '"0NT74YUED PROW SHEET J 4 TfiEN' AL* SOUTHERLY ALONG NE ARC O< SAID CROAAR IAE TO TUC LEFT, NANIND A RADIUS OF t193.58 FEET, A CENTRAL =.•r' = ,t 07TJ8'00 , A NOV 1ENCIN OF to '"' R0 BEARING OF SOON t857.11' EAST, FOR AM' ARC OISTAAI TO A PONT ON TK AE 7 QES:r . _ - _ •-• • - . •'aC'IAAle COM CONGA* TO NE S:XUTNNES' DIEM E ROY AI ONC THE ARC OF .SAID ORO,,A' AA •_ - _- * NA vAC A RADIUS CF 91.700 FEET, A CEA'TRAI ANGLE OF •::;9', A .')`HARK 1ENGTH O' 305.51 fEzr AMU _- :ail r GO` SOUTH t2'J0"J5E EAST, FOR AN ARC' DISTAMI'E Or J0692 r0 A FONT, 7i€NCE RUN SW714 02s92!" t- ,LiXI 'ANcl Of 120l7 FEET 7O A PO#T; 7D!£NCI RA AMCA LIME 45.00 FEET AIDRN OF AND PARA'I5 N7T.i, AS WARRED AT • -- AWCiES PJ, SC1G SOtl74 :04E OF NE N R)1+4kST ONE-OIARTER A L STAND 718.40 Far TV POW" ON Af :OCULARAC. 4E C+M 4 € 7t Tit S,7IUTN NFLN RUN NORNERLYI ALONG NE ARC Of A G714CPRAR Cu** 7t) 7ME afT RARING A RADIUS OF 8J.10G FEET A CENTRAL ANGLE Of 2455'S4' A CHORD LEWD, Of 15962 FEET AND A CHORD > 4G Of ROAN :577'11' NEST, FOR AN ARC DISTANCE OF 362 47 FEET TO A POINT O' CGA PUINU IARVATURE 1L€M;E Rae AYN7NNESTERt r *WO THE ARC OF A CIRCULAR CUR* TO 114E 1EFT. RAMC A RAGWJS OF 17800 FEET A CENTRAL AM2L CF 65ZZ 52, A C►+Cf1"L' liNSTH Of 191.34 FEET APi) A OfORD BEARVC Of NCIRTN 607870E MES7, FOR AN ARC ysTmcc O= 202.24 FEET 79 A KART. 7KNCE PLR SOUTH 865851E NEST FOR A O!STANOE OF 682.45 FEET TV THE AC4YT CF BEGMCANK COYTAPAW 399.964 SCoARE ✓ftT 'ACRE 7Y' LESS 1R 9.182 ACRES MORE OR LESS. NY TE t THE E{EARNGS S 0i . >EREOY PEA TE 7G AN ASSLYIEL DEARNG (NORTH 88YeY8" EAST; ALONG 77E SOUP? LIRE OF NE NOR1F4AST OW -WAFTER (t 4)) Of SECTA% 32, 7VNN9#D' 5J SCAU711, RANGE4I EAST, AA4 -OAAE cowry, F10RIDA. 2. IRS S E71:N IS NOT Vitt OINOuT T++1 SASti'ATURE AND THE ORIGINAL RAISED SEAL OF 714E ATTEVINC FLORIDA LICENSED SUR IIYO7 AIIO MAPPER. T'4 r . t¢rT wA AL.740..44, :r MAW 1,14% " +SSA.. P. w. . SCHWEBKE S H 1 5 K I N+ ASSOCIATE7; LAND SURVEYORS • ENGINEERS • LAND 14.41E S. wow,wow,FLO+t1x 132M 75 rADE0115) 852-7010 BRfR0{954i 4S-4i0ydrm. FAK>< THR': IS _:? A 'LAND .:z_kvE'.' 4iDEK NO; 21421>9-e RATE t0/t2/2021 SHEET cF SHEETrS; F e.. Mw E.I E FE- i.err.' '4 2022 - - e t PORED t1 4'irr Sl vt)S 1 r� IUN. MARK AN, t.;.+� . Pk:P1UPA. FLaR1UG. PKG %!lyiD SUR4 NO. 4775 _Ilpi.71v 12 4 SKETCH TO ACCOMPANY LEGAL DESCRIPTION INGRESS - EGRESS AND ILI1Y EASEMENT SCALE ' -5OO Ntow79f 265.46'- N1ar19.411: � PONT OF Sa,Ma st Comer, Nbrrhedst Sector 12-33-41 NOb'5J7TY• 45.01' a OsMVO ___. --- f�f r -- - -;.'- ! - +t 1 I -;---. • T -' - --t L.JJ7.81• ,4.41-1 O'13 • LeJeone Carden +..moo' rxa.�u50• - I� - _ _ Esto es sari 4 1 ate steT7a711r Pros soak IA 1 r - - ooge 23 1 -84- -i-- 1 i „ --4-.-i i L__a 1r • Note: 1 ?he bearings show horror, relate to as assumed bearing (North 88tkP'r8' fast) long the South ,use cf the Northeast QhrQuarter (r/I) of Section 32. rows* 53 South, Rage 4r East,, YCnmi-0ode Coast/ Honda 2 ?hr% sketch is not valid sit eta Fore signature and the ortina noised seat of Me otteslirg Abrilo licensed srm se and mapper. mesa$ rsT 6.34 1-1.Sicti est.t1�-S-5J- e¢Yiarr-N -+• I +-A500' S3YP1'06t 244 76" 33 0' I South Lee. NI.E 1/4, Section 32-53-0 R - Radius d - Nita Mghe L - Arc Length pia - p&ard Hearing - Curd &stance 71#E SEu 4PPIARsv' C. hes :XrvitinT los a74Catorko !fl ions. S7£.FA JO Nr60N• P. YL 41?5 SCHWEBKE S H 1 S K 1 N+ ASSOCIATE N ::xp-e7i LAND SURVEYORS • ENGINEERS • LAND PLANi E-Ai i240 cr.arnhom 'my. miaow. !WREN 33375 c1L0E(305) 652-7CI1 RROrtYD(054) 435-7' F4 305) e5t. aaa,,,� PA- . -:E 'i' �E- VY StiNviSIDN. THIS IS WJT ♦ 'UNO SURVEY.' NVT56.00 V 193.6d' Norte Leta NE 1/4, socrim i2- J-4l fd/1Fr LM, 00J.11NCJes- Ntlnn471t 59.12' Atonal f*E molarNPIC wirw'Ir'r 243.r1' NNSS-IEGNE5S UwUwY fiLlf 57/6-5.M419 se.9T ORDER //// DATE 10/11/2021 ,#ai rk''t ,r SHEET ' Of 2 SHEET,SI FB-: NA ,f111SEU: FENNIANv le. 2022 1 II NO' 214269 AM'* '.iF a h :1- FLORItIA F+OF L- •ri- i-"P41319(yPNL : Ii NO 4775 r 13 SKETCH TO ACCOMPANY LEGAL DESCRIPTION INGRESS -EGRESS AND ..'L1"Y CASEMENT LEGAL OESOROTTON A PORTAON CR . '. -' ` :' = : a VU5 L AANG MINN THE NQNTMEAST ONE-WARTER (1/4 U' SECRpi 12 TORINDIN' 53 .9211k RANEE If EAST t• _ :'.W7Y .)) DMA. SAE i ANTS 9EAWYS MORE PARTIGIA r DESERIDED AS FOI;le CONENICE Ar7HL SOVD•r_ J_NNER A ? AO TFEASTONE-OUAR1ER (1/I) Cf S4m 2CrON, 1EHCL WV ALONG lit ^,C rgo i e OF tiE (1/4) OF SAO SE'CTTON 32 NOM 68r6Y8'EAST FORA D&STANCE or 649 30 FEETTO A PONT, - ' ' • _ ' . J ;' 7' REST FORA &STANCE OF 45.01 FEET TO A PONT ON A LEE 4.500 FEET MIRTH OF AND PARALLEL IN"t" . _ - 11rJI7 AWES 7t THE SAID SOON LML OF THE NORTHEAST CWE-WARIER (1/Ij OF SECTOON 3Z T►ENCt - • ±ASTEIN r 1 A6TED ACCESS RIGN7-Cf-11A r LANE OF PLR 47ND A II1JA/E (LE,.EU'0F ROAD) DIE FOLLOINAC Rif (5) • _ - NCE MIN NO4TN 005.577" AES7 FOR A DISTANCE Of 59 96 FEET TO A PANT, (2) 1►ENfE RGNI WNW 4S584a' a O'STANCE OF 562.53 FEET TO A POINT ON 17E NEYT DESCRWED CIR t.AR CURIE CONGA* TO. TOE MCRTFEAST (J; = _ V NORTNNESTERL r ALONG 1}E ARC Co SAO) Cb1P1E 70 THE RIGHT, HALM A RADOS Of 47000 FEET, A CENTRAL A' = 4170'521 A CHORD LENGTH OF 33059 FEET ALONG A CHORD BEARNC CK MARTN 24170'32. NEST. FOR A DISTANCE at J37 fi' -_tT TO A PONT Of TANGENCY; (4) THENCE R.W NORTH 0375716" REST FOP A 0/STANCEOF 62561 fEET 10 A POM'T, (5) NI F1gl NORTH 0758'00' NEST FOR A DISTANCE CZr 19168 FEET TO A PANT ON A LANE 5000 FEET EAST Oc AIR7 PARAi Er WIN, 4,5 BEAR/WO Ar RW.i1r AAKXES 7'CL 7?IE NEST L01€ C: 1fE NORDEAST ONE -WARTY? �1 f) OF SAO SLL"_"• _ = t ,RON ALONG A LIE 50.00 FEET EAST CS AND PARALLEL ON AS NEASu ED A RXA1r S TO THE NEST LOSE - LAST ONE —QUARTER (1/O) 0' SAL' SECTION 32 NORTH 0051'35" NEST FOR A 01STANC OF 992.21 FEET TO A _ 'Li4 :N Vi7H 9B'19It" EAST FOR A INSTANCE Of 751.67 FEET TO A FONT RUN MOR714 7011429" EAST FOR A D; - • 28546 tvE7 TO A PONT ON NE NORTH LONE Cis SAO . EC1?GSf 32 T E _ ONG THE N0Q'? ONE OF .SAD SECS,-,'• ;. t.6RTII 877171- EAST FORA DISTANCE O' 1509.03 FEET TO THE FONT NE F0110 6NC LE'SCx78i77 PARCEL OF LNNTL 'Matra coniTioa ALONG TIE NORTH LINE Of SAID SECTOON 32 NO'•: _-:.7471' EAsr FORA &STANCE O' 5912 FEET TO A POWs Dela IN A SOON 03O1 O6' EAST FOR A DISTANCE 0' 111.7E ct 7 TO A POINT T7ffJNC RLA/ SOU TN 8655'54" MEST FOR A D15rmc OF 5E97 FE57 TO A POINT;THENCE RLAN NORTH 0.11012. NEST FOR A DISTANCE OF 24522 FEET 70 DE PONT OF BECNYN O CYINTAIADVC 14,466 SQUARE FEET NOV OR LESS 04 0332 ACRES MORE OR LESS NO7E 1. TFIE Q'ARW 5 9401/4 NEFFW RELATE IV AN ASSIANED 8EARPFC (NOUN 86'D878" EAST) ALONG DE SOUTH LINE OF 77¢ NOPTIEAST -WAVER (T/4) OF SET?0C32 Miativo, 53 SOI7k RANEE 41 EAST 14JM4-DALE COUNTY,FLORIDA. 2 TARS 9TE7GN CS NOT VALO IRTNOLIT D¢ SSCJVAR,WE 479 7) 0/7K4 A: RACED FEN CI' T1E ATTESTING FICA/ i.l'i7NSSD SLNRt¢r0R ANC YAPPER. . 'LA tiW' :.W W3. Zi:i :.VFM7 Nib auTM.dM'lF'1 NY WOK 5114M ..'.JAISM. AIM t�� w SCHWEBKE S H 1 S K 1 N + ASSOCIATESNJ0 Cl1M LAND SURVEYORS • ENGINEERS • LAND __F1L,�gAA/4 �` Pis 12aa r rAr0B4TE Km. 4BaIWR, fLoRP ' DADS{305) 652-7010 Bacmi:705a) •45.Zo .. })ax a05) E NO.- 21a2B9ktitI5 �M51Ch t DATE 10-11-2021 SHEET 2 Or 2 SH!rfls) FB ,,,, F7E4 EJ. FE9J LW '6, 2022 e a-_ e• `t z a ALA. 7) ( PNCO'aL oRveicdR NO. 4775 14 SKETCH TO ACCOMPANY LEGAL DESCRIPTION INGRESS - EGRESS ANC 11_I-v CASEMENT NMT%< 51l ?etth i s SCALE • -59C' N7170e19t 134.28 POINT OF BEGPAI G-_- �� N70'W791= 1QS.e6' yQOB�j i '-'. '49'ef'E 251 d2' O •6 11 I taNunr Carden 11 I 1 I ly fstotes Section / 1 - - - 4 - - a 1 Pot Book N, t _ _ _ L-117J7'da1 le* Par 13 I I - - r-- North tete, NE 1/1, Section 32-53-it Sou!* Litt SE Sectir 29-53- gllp2+'71'w 1613.28• I$ INGROS-EGRE S UT[/IY EASEMENT l f it '4 t 1 {g 4 hi NO S3'1ri •• , 1 Let R611 ar,.1A POINT Or 4--i --i It': coitmE711CaNT Southwest Canty, Northeast 1/4, Section 32-53-4? ,4I108'18' 649.34' I 1)11 11 '. 0 _ - Northeast Cow, Section 32-53-41 L S0733.39E 40.00' -1 63,0 NO03J1711' e5.01' .South L o,G N.E 1/1, Section 12-53-41 Note.' t. the bearelgs shorn) hereon rei'ore to an assumed bearing (No'M 88T1878" fast) Leong the South Mx of Me Northeast CM,41g. a w 0/4) 0f Section 32 Tornshgl 53 SauM. Range 41 fast, Miani-Cide 2 Pus sketch to not rGld without tht signature and the rL9+na rased sea? o1 the attesting Poride Nconsni s r`erat and moppet ?,i wino ... A rt/N iSX:NtN7 las SUNTA .110 tit Wes 5'rel¢N .04660h; Y.S.M. el1• SCHWEBKE S H I S K I N+ ASSOCIATES N,4-87) LAND SURVEYORS • ENGINEERS • LAND PLAN/4 'CEN�p tip_ VM. r.ORPllR41E uT. NNAYKt. FLORIDA 33375 DA3E1:3n5: (2-7C1;1 Rgrusi aO W) 435-4 ((44303) 637 S.#MSION: ORDER NO. 21426E-C THIS Is NOT A 'LAID SURVEr.' •••••-- Dan 10/13/2021 SHEET OF 2 SHffT(S) F13.. NA. 4tE.' FF9�larr. •t. 2J22 c m_ - ° i - - - - s R - Rodiva d - Delta MO L - Art Length Lh & - Chord 8earig ChD. - Chord D,slance IMRK 91 ? PO.'1PsL FLORIDA SJRSipfbR D. 4 775 u 15 SKETCH TO ACCOMPANY LEGAL DESCRIPTION NC;AFSS - FORFSS AN:) UT IL 11 Y FASFMF1,.' LEGAL DESCP '7 A PORTION CF UI-9.A9011Aty LAACS LT1NG WT4N THE 51?'JTIEAST OHE-G AFTER (7/4) GK CTON l9, TONNSAAF 5J SCVTw, RANG 41 EAST AOAVEHT TO Thy£ ,N RIREAST ;11-CUIQ7EE (1/4) OF SECTION 32. 7DNh5M 53 SGun1. RANCE A! £A77 laA4R-DALE COusTr, Air/VA. SAO LANDS &.YG .MOST PAPIXTAARLY LESA6tWL AS F .LONS C'WiiENCE AT TIRE SOa4MIEST _CON ER Of THE NORTHEAST ONE-(1!IAP L ('/4) Of SECTION 32, 7D111/942P SI .S'JL'7h' RA5,2 4! . --VOLE .REM' ALONG THE SOl/M 1.11E LEf PIE NYJRNEASr ONE-LvA,-_y (7/4) Of SAO SECTION J2, NDATI, 8ff08.78" EAST - -ANC£ OF 649 34 FEET 7G A PliiV 7+EMCE RUN ! 9.9TH 1 " ' NES r FOR A 0:&TANC£ OF 455 6 7 ;-T 79 A PONT ON A :,;fit 45.010 AEU NORM OF AV A4''4 :: OM AS 4EASL !O A- -- - TD, T7t SAO SOtflli IA'IAVE Of THE NURNEAST ;v,E-04407E12 (7/4) OF SECTION 32: =_ c PA 4-04 NE EA , r CfSS ^,Nr-CF-Nar uNE OF b w 42N5 AI£vuE _'AVE ROA% TIE rOif OWING FNE Ec (1) THENYE. 612'5.1'17" NL L W A 0/STANCE OF 59..9f FEET TO A (2) THENCE MAY NORTH 4A".5 i'4 • - .:W A arSANCL Of 562.5.E FEET TD A N NE NEXT r RO9f.. AP LYAR G RA' CONCAVE TV 771E M`^ - RON NCIRTFMfSTERLY ALOA == ARC i,• .' CURVE TC ' FNC,417, Hiwoil A 1•4011,I5 oF 471KX FEET A (- . - 4r70'52' A 040W0 '`.4 : 4' 01Z A CHORD *ARNO OF Nt'1RT!+ 24'00ar NEST, CDR A ASTAtiGt Ot JJ1.8f FEET TO A fi"Wr A' ---, - Nark 032506" NEST fOR 51'r'AV:"..E OF 623.6t FEET TO A PONr. (5) PEACE RUN NY.p7F1 L of r93 68 our TG A OAT GA, 9iEr EAST OF MD PARALLEL PEER 45 44E4.51440 AT Rtrddr AMit t' _- - ,MiE OF THE SST • _ It/4) OF SAC SECTION 3? THENCE fitP ALONG A LAME WOG'� = - ANL PAMNIAL NET( AS MEASLA4tD AT ANGLES •fii TNE NEST LAVE OF TINE NO4TI:EAST Ora-OtANDER Ct/4) OF sw SEC8 w 32. NORTH 00.54 -15 ^ NEsr FOR A .-A4Z 992.21 FEET TO A POINT- THENCE RUN NO4T1 88'4941" EAST FOR A OOSTAACE OF 257.87 FELT TO A P06Yr TTEACE Rio NORTH 700429" EAST FORA ASTAAC1E Of 285.46 FEET 7b A ROOT ON TtE NORTH LAME OF S40 SECTION 32 MD THE M»ET OF 61EGPMIMIG OF TEE MIMING LESIXEIED PARCEL OF LAND, ROSE CONDIAIE NORD4 770429' EAST FOR A 0157ma OF 134.28 FEET TO A Moir THENCE RLM ALONG A 194E 40 CV FEET /10FP7H Of AMT PARC& ACTH, AS IIEASIREL AT RIGHT ANraE_s' TG. SIl♦7 AORTH LAE Of THE NCWT(EIST CY*-OU497tR (1/4) OF SA@ SECTION J2, AWN 872477"EAST FORA &STANCE Of 105.10 FEET Tp A Poor THENCE SOUTH 07J5:19" EAST FiW A p6TM1'E OFF 40 00 FEET THNCE RLN ALONG THE NGWTH LAE OF DIE NORTHEAST ONE-0L74RTER (7/4) OF SAID SECTION 32, WON 8T24 21 " NEST FOR A DisTANCE OF 161128 FEET TO TIFF PINT Of BEC9RAWC: CONINNfiG 61,968 SWAM FLIT FIORE OR LESS OR T.423 ACRES MORE OR LESS NOTE. t. TAOff' S SHFONN HEREON RELATE TO AN ASSINIEO EIEARIMG (NORTH 88V878" EAST) ALt7NG TIFF SYk/7T+ LAZE GF 7hE NORTHEAST ONE -QUARTER (t/4) C< SECTION 32, TDNNSJWP 53 sovAL *mix 41 EAST iti•Aa-CADE cc'mTY. F7 C NDA 2. TOS SxETQ1 1S NOT MALA? NIT OJT THE 9GiNA7t.RE 4M rt CRRIICJVNAL RAISED SEAL OF TIE ATTESTING FONDA LIIJH5ED $�!' RV£TLW ANO MAPPER - :wn . _.var., way Pr aeav 7E1tN .9Lxwsot., 'sW. A '75 SCHWE5KE S H I S K I N+ ASSOCIA-1 E LAND SURVEYORS • ENGINEERS • LAND PLAArv,'-..-=' . vn rr. RAZE SAY. NFLAMM. F1,04164 33:125 6%DE005) 657-7O10 96O6441Q054) 435 »K4505) ORDER NO-: 2142"-C D etivo Dam ID/13/2a l �////// eni.: SHEET z OF ? SHEET(5) FB NA. E.I EJ. ii9NItARY 16, 2022 THIS E NOT 'l/ 4 SJfr4 .' S7A,E * a MARK ` PSMtPAL FLORPA PROTf44A41D TURVP,Jot t NO. 4775 16 COMPOSITE EXHIBIT "C" PEDESTRIAN BRIDGE EASEMENT AREA SKETCH TO ACCOMPANY LEGAL DESCRIPTION PEDESTRIAN ACCESS EASEMENT -LE —500 v4 'E ?d5. 46'�� :?evie '49 y r 75ra?.__y E.l E WO LAW. ilE r/0, Section 57-55-41 Y t I I 1 I I I 1 I A015'4409T Ice!' SOUP. OIL PA, T2471'E , so a3 S43721'12E _ 245 22' PWES711W — 4,96-05'T ACCESS EASDIENT 4750 POINT OF- BEGIVIVIVC S85-5P 54 W 30 01' 1_.•n.e'' twig rra s' --c-.M. m' CtD. C.+.e+ 4m'3211 1 ekosne i/OZtM 4 2sfvtes Section 4 I Ror 900E 44, I I Pope 73 j 1 1 I 1 - I .. 1 . 1_ g, i 10:1013'17 i i --+ -- I s,1� *1- 1 } ---V= -- f 8 SavM1 Serlkn 53-I r 1.021..'r71V 45.0r 5.5724'JJ if 9.54' k=s44J. rG ,=709.L1 M:vfieast COMM Section .i1-53-41 So7'5237f 234.34' OD' s JSOa' '1 1 - Rados d - Derla MO - Arc Le ig pr B - Chord Bearing CND. - Chad Dorf ce 1 k SiAL .4.nor, Oft NIS 000114(4A" IaS 44.-17447N45.D w MAW 11h7..0.4.41Sri¢ P.S K 41n - A SCHWEBKE S H ISKI N + ASSOCIATES 4ce-07) LAND SURVEYORS ENGINEERS• LAND PLAk{74 Elyq�1 E(J05) lS2-7010 (B54) 4.7F► f101o05) 65�aa94., E 2t42eta A THE Is 5(Qj A 10,1C SLJR'.£' HEFT _ OF -TE F.B.: NA r . ED t Ary ssu)41, FION jiasowtit rerE 1140V IMRK FLOW04 PAL N0. 4/75 17 SKETCH TO ACCOMPANY LEGAL DESCRIPTION PEDESTRIAN ACCESS EASEMENT LE -Cott DESCRF3014 A PORTION Of UN -Sat. 1`: _'.' . 4','" t IDNG W7)Nv THE .NC1NTtEAST ONE -WARIER (11/4) » SECT/ON .1z iOAN9MQ 53 SY)U7k, Rutz 41 EAST AND - ,s•t'?4o 53 Sails{ RAV% 41 EAST MYAIA'-DARE COUNT,, AT:CADA SAS LANDS 119N6 MORE PARTICAARY Y LESCAN r.:' COMMENCE AT THE SOUThooEST CORNER OF THE NOWT€44.7 ONE--, - 1'7 (1/4) OF d,'0 SE OW .22; 72CE RCAN Id0M NE SOUTH LAVE OF THE NORTHEAST ONE-CAORTER (1/4) O7' SW SEC' J2. NCLR7H r, '» '8• EAST FOR A DSTANCE OF 649.34 FEET TD A POINT, Neva ,PTA' NORTH 00'53'17" 0E57 Fa? A 'A` -- . = '1' 45 Of `_- 'i? A PC I ON A LAVE 4506 FEET NORTH OF AND PARALLEL *ME AS mEASuRED Ar tans,' ANGtas TG, - • t MORflt..ST ONE-0U4PTER (t/4) OF SECTNIOtN 32, THENCE RUN AWNS THE EASTERLY UM7ED ACCEI, - _ - - Y.W 42M0 ArMME (I.LIELLE RI040) lit . Fa:009iG ANE (5) couRsEs; (1) T),¢Nl REM' MOWT7, 00:5.'•' e_ " -.r - - _ - -9.96 FEET TV A POW': (2) T ela' 17A NORTH 48'5849" WEST FDR A DISTANCE OF 562.53 PEST TO 4 YT CO. =•- - _ AMU) L7TtCIAAR LYME CONCAVE TO THE WRNEAST (3) THENCE RUN NORTHNIESTERLY MOW THE ARC - ,AID 41. 'r^ A R40tUS OF 470.00 FEET A CENRAL ANGLE OF 4r-70'521 A C1*00 LEND H Of 330.-`. • -__ A.AN6 A - - •,"R.TN 24'0012" 0E57 FOR A O6. "INCE OF 33781 FEET TO A POT OF TMGFENCY;; (4) T•t'.:;c RCM' NORTH _ - - 'O A &S7M1E OF 62361 FEET TO A PONT; (5) NOCE RUN NORTH 0T58'00" NEST FOR A CJSTAACE OF 19368 FEET T - ON A i.ME 5000 FEET FAST Of AND Fiyd4LL& WITH AS MEASURED AT RRONT ANGLES T0, THE NEST LAE OF Pt _, L.-i.XLARTFR (1/4) Of SW SE:CT)ON 37: 7)EDNC.L RUN ALONG A LINE 5000 FEET EAST OF AMO PAROLE MN. AS 41LFASJP AT TV, 77E NEST LAME' OF ME NORTHEAST EWE-Ou gTER (1/4) Or: SW SECTION .i2. MORN A05435• *EST fC? A ASTA,,'= 992.2t FEET TO A POINT; THENCE RUN NORTH 88.49'4t" EAST FORA DISTANCE OF 251.82 !ELT TO A F[JIM7,, Neal R'NN 'r 10'049" EAST FOR A L:STAACE OF 285.46 FET TO A PONT ON THE NORTH LIE OF SW SECTION 32. TWICE RUN 4 .1VC LMVE OF 5,4O SEL7,IOW 3?. NORTH 8T7471 • EAST FOR A O5TANLE OF t509.03 FEET THENCE SOUTH 05-0.3'T2" EA - :i15T)N'GE Of 245-27 FEET TV A POMN7' THENCE NORTH 86'5834" EAST FOR A DISTANCE Or 47558 FEET TV Pt PONT sti: OF T)d FoiLOONG 0ESCPt8ED PARCEL Of LAM7, Tteva NORTH 0132SY *EST frig A OSTAWE OF 352.c 'T:J A POINT ON NE SOUTHEAY LOVE OF T)i4T CERMIN TO 00 F007 STRIP PER OFFUL RECORDS 80CK 33 PACE 361, R£CO DS OF MM 4 -04CE CODot7Y ,RCA 4, TWEN'CE RUN NORTH MOW THE SOUTF¢R7L Y TIE OF SAID toOO F'OGT :.7rAO Norm8`.5'44'09" EAST FAR A (STANCE OF 34.81 FEET TO A POINT THENCE RUN TIE FCALONI1rG LESCREIED THREE 03I225 ALONG THE IESTERLY R!(2iT-OF-114Y LiNE CR M1r 3771+ A'RUE SYY'7N 0222433" NEST FCP A DISTANCE OF 9AA HEFT TO 4 POONr OF CURVATURE OF A CIRCULAR cunt CONGA* TO THE EAST: THENCE RUN Saint -kV AL CI'MG 544) CURIE TO THE LEFT, HA WNG A RAOODS CF T463 40 FEET. A ANTRAL ANGLE 1' 47730 ; FOR AN ARC C4STANCE OF 109.61 FEET TO A PONT,, THENCE SOUTH 011237• EAST FOR A a15vI CE OF 234.34 TO A PONT: THENCE SOUTH 86558'54" FEST FOR A OSTANCE OF 3002 FEET 77 THE PONT OF 8ECN1NNG CONTA#mC TO, 759 SWARE FEET MORE OR LESS OR 0247 ACRES' MORE OR LESS. NOTE. 1. 7KE tirmtrf's StiONN HEWN RELATE TG AN AssuisED LEARWG (NORTH 99T7818"EAST* ALONG THE souTH i.ME oF71if NORTHEAST ONE -WAVER (T/4' Cf ZCOON 3Z TUNP 53 SOLI%1, RANEE 41 EAST, ANON-DAtt 6% TY FLC 0A. 2. 7N5 9LETC7t 15 NOT VAX WMST' 7JT THE SIGNATURE AM; THE CRON& RAM' SEA! a' THE A TTES7WS FL C,P..VA SURI£ICR AND MAPPER 714 Sul AR4DUA L' ON T45 Off.LIFT W4- Ai7tK.N•ih,i 'J'' 11WA' S2hh AFA Y-8.. C13RE M SCHWEBKE S H I S K I N+ ASSOCIATESLNJ a7) LAND SuRVE'ORS • ENGINEER':, • LAND PLAmi›Eg EMg is .3240 CCFd'ORAIE BM, MR14Ni. FLOWN 33025 rAaC';305i G'i2-7C.1) PRC4Wi0 f954) 4,',1j,.'♦ 9' (1.305), e5st_r�'" ORDER NO. 214251-A ww yy.: K CREASED FEMUR', "IL 2022 FLORIDA D sy x c NC 4775 114S IS NOT A L4140 SUp4E+." con 10-i,-271/1 I.EET 2 OF 2 SHEf,S; F B h A SKETCH TO ACCOMPANY LEGAL DESCRIPTION PEDES RIAN ACCESS EASEMENT 1 i North Lint NE !//. Section J7-53-4', South the sE t//, \ Seetinn 79-53-4r N7004791 rJ4241' °. 50.00•-o• SCALE '-500' POINT aa� •V w� Garr -cvM.rst convey. +,:vttteest 1/1, mNteit08'rt!% 60934 ien .i7-53-41 $ South Live N.E. i/1, Note: Sect*, 32-53-41 R - Radirs d - Dora Angle L - Arc tength Oat - Chord Bearing - ,rx a rn •fr ti fiord OM!ar® SiAt A086166C 0Y iM] JD a.%/47 MY. _ - _ _• 1775 --+- -11 r.r 1 _. _ a LtJeune Gaoler _ _ f , :__1. - - � Estates Section 4 1 _ _ _ 1 Plot Book 44. __+ - ,_ -� Page23 j _ y�f r470.00' aen_•semn' -. -1- = wears -" '` j_. No Sfr71Y 45.01' The bearhge Morn retrace relate to an assumed Deaivg (Newel' E8111'18' East) clang Me Sown fife Me Norineaat one—Ck er 0/4) of Section 32 rairra 7 53 SauM. Ramp 41 East Atiomi-' oaae _'a"nt:14 Fliarida Ns see!CA is not wand .Mott the signature and the armor' rased Send of the att!st+na Pone #t44 A'E $3 06' NW174711 NOTJ5:»914 34.61' r3Paw5. 10' PaOF ``\ MIMIC N70'04791 265.46" 5977/ 71'6 i30.00 g I8 NIter/9111 75r497' tg I NOT5612011 rgj6Di ' PEOESAMAM ACCESS FAQ 1 7 r 1 1 I 1 __ I_' IXawrairao J7i Soria JD E 5D.26' N°r 37-� Seci same tee Pa J61 65.00' ®A SCHWEBKE S H I S K I N+ ASSOCIA I _0_87) LAND SURVEYORS • ENGINEERS • LAND PLAL1K1%s:, Ns)s, ';•C ffRPORx1E Re. NRNWR. FLORprt 33775 Dlr'IEEM115) 652-7OI I 8110"0054) 4$".710YN(OM) ORDER ND 214269-D THI 1' T ° 'LAND SURVEY' .H67 1 OF 7 SHEET(S) E.I E Ft - • a. 2J22 'TE F` 10/13/2021 N !trim trim *earu 4`Y)N t = r zioit t FLCRIDA NA014[)... R NC 4775 19 SKETCH TO ACCOMPANY LEGAL DESCRIPTION LDCS-FLAN ACCLSS E.ASCM `JT 1 LEGAL AEZIOPI7tN: A PORTAN Of LAM-SUE.IN'IA'.fD LANDS LISS NRFAN T*E S2/TtAST ONE -WAVER 0/4) OF 2C11011 2 1k51110 S! SCIA, RAAKf 47 EAST, 111AIN-D40E COUNTY. FlQ41DA SAR% LANDS %8VC WORE PARTIC LARD ►' DESCRIBED AS fLY.iGA'S CO AEEIICE AT Ti1E 9GUh$ES7 CORNER Ck THt Af.M(01EA57 0*-01.4.01EP (r/4) Of SEC71CW J1, T0NNSNIP 5J SOUTH. RANGE 4? EAST 771E E RUN ALONG Af SOUM LINE OF THE AYA7'x64Sr 0BE-0uY,r02 (1/4) GC S40 SECI7C* 32 NO M AE'OB're• EAST foil A 0SI74NCE 0f 649.J4 FEET 7D A PONT,'TIAEMGE RUN HORN 003311' pLST FOR A DISTANCE OF 45.01 FUT TO A PONT- ON A LIE 45.90 FEC � NORTH Of me .A4RALLE1 WON, AS MEASURED AT PONT ANGLES 70, T76 54O SO/TN LIE OF THE NOR1:6AST ONE-QuAP7E7R (1/4) OF SECTION 32. 17ENCE RLN ALONG ff Ei4'S7ET+tY 'WV ACCESS RIGN7-OF-1114Y :ME OF NM. 4260 ALMA. (18ELNE /KW) TIE PO: i GNF/G f71E (5) COLRSES (1) PIENC1 RN NORTH 00'5J'11• N:1E5r FOR A DISTANCE 0f 55 96 FEET TO A P0W7 (2) 7'6AC'E PUN MIRTH 481849' NEST FOR A DI'S'AMCE OF 562.53 FEET 7D A PONT ON THE NENT ,k-SCRJ7.ED G:RCi4AR CURVE CONG14f 7D 7lf 70',1PTFEIST, (J) 171E1NCf RUN NORPARESTERYALO;C T:f ARC ex 47 CLIQYf 7O Pt RIGHT 7I4 Wl7 A 141011.15 Of 410.00 FEET, A CENTRAL ANGLE OF 4 r•10'52 A CHORD LENGTh a• J.57 ' 4' AIG A 3NORC &ARNO CM IKON 24.00'32. NEST FORA DISTANCE OF JJ1.81 FEET TO A PLANT Of rANGENCr, (4) T7k ., .K.R7 N 0,r25 6' NEST FORA DISTANCE OF 623.61 FEET 70 A POONT (5) THENCE RUN WORN G158'O0' NEST FORA asz4M'E CF 193 68 FEET It A PONT ON A LIE WOO FEET EAST OF AND PAN01Llf1 19771, AS A4LAYLN O AT RIGHT ANGLES T0, THE NEST LINE Cf 71{F NORTHEAST ONE-Qt4AR'7F7R (1/4) OF S40 SECTION' 32, 77AEACE PUN ALCAIC A LAE 5000 FEET EAST OF AND PAID .DEL Ilrn A.: 6t£A.STNLO AT R,GHT ANGLES TO. WE REST LAME OF Pt AYMT1IELASr OAIE-4LA91F.'z (1/4) CA SAO SECTA2 N J7, NORTH 07s4'r`. ' NEST tOR A D4'STAAC'E 0E 992.21 FEET 7D A POINT;7FLNCE R.JN NJWM 88.49I1' EAST FORA DISTANCE Of 251.82 fEET TO POINT T7fNCE RLw NORTH 70-0479• EAST FAR A DISTANCE OF 285 46 FEET TO A PONT ON NE NORTH LIE OF SAV. r, 32 T7f710E CON71701lf NORTH 7(0179• EAST PIN A DISTANCE OF 134.28 FEET TO A PONT; THENCE PLAN ALONG A FEET NORTH OF AND 84RAtLE2 NMI, AS AlUE4SLWED AT RIGHT ANGLES 70; 5.40 AGRTH ONE OF Tlt NOWT7EAST ONE-',..A--1- (1/4,) OF SAID SECTION 3Z NORTH 8T2471 • EAST FOR A DISTANCE OF 1335.10 FEET TO THE POINT OF AEC PON Ga 71+F FO'LONIMG ,7 SCRA9 0 FARCE Of LM( TpEACY MORN 0735'39• NEST FOR A OSTAANCE Of 54.91 FEET TO A PONT ON THE SOUTHERLY LIE OF POT CERTAIN 10.00 FOOT STRAP PER OFFICIAL RECLX7OS BOON JJ, PACE J61, PUBLIC RECORDS Of AOlA11I�LNCE CtNNf7Y, ROW* Th' . E RUN ALONG THE SOUTHERLY LNE OF SAO 1000 FOOT STRIP Nom11/ 8544'OU4' 5t5r ECM' A DISTANCE O' 150.06 FEET TO A PANE THENCE SOUTH 0735'39' EAST FOR A DISTANCE OF 59.28 FEET 1O A RANT, ThVCL PUN ALONG A LAME 4600 FEET NORTH OF AM) PARALLEL NATHF, AS MEtSSuRiV Ar R(77T ANGLES 1V, SAO NORTH UNE OF 71E NORINE457 06E-QUARTER (1/4) OF S40 SEC710,' 3Z SOUTH 872471' *sr FORA ASTANCE OF 150.00 FEET 7D 77E POlfr OF EECNIATO CONTAINING 8,564 SQUARE Fat ma% CK' LESS OR 0197 ACRES MORE 0R LESS. NO1E' 1 7hE LEEMNOS SHOW HEREON RELATE TO AN ASOAifD 9EAIEWC (NOR7N 88TA478' EAST) ALONG TOL SOUTH 104E OF Tit NORTHEAST CNE-0NiAR7E4 (1/4) OE SECT? 32, 7DINNSW SJ SOUN RANCZ 41 LAST' MNAM'-DIL6 CCNM7Y. FLORIDA 2 TINS SKETCH . MOT YAW wm.'a r TAg sttsvi IA4E ANC NE 0RK7NAL RALZ7 SEAL OF 77E ATTES :NC RONDA LICENSED S„WNETOR A707 MAPPER `4! 74, A''4"RL'157 1,6A%k S irF.. .!'.1+1,C'.K , : M 4775 SCHWEBKE S H I S K I N+ ASSOCIATE-8 ,4B_87) LAND SURVEYORS • ENGINEERS • LAND PLA41eXEPIti �c t240 CCi3'0RME NAY, 14RALNF1, ILOREY 11075 DADEt105) 652-7010 8N0 (854) 438_ f )&X(105) fttRED MANY 97E/. C,� SLA FLpuma._K,1 Qi "pmeatt AAD 4775 MI5 IS 'SQL A 'LAND SURVEY • ORDER NO.; 214269-D DAIS. 10/11/2021 SHEET 2 Cr 2 SHEET(5) F.9 NA RLVISEp, F!3i.YR7 16. 7072 • t as • a a - a- e ' s -e erat- • 20 EXHIBIT "J" CAPITAL MAINTENANCE AND REPAIRS (a) HVAC Capital: Including but not limited to major repair or replacement of all HVAC systems and control components including but not limited to central chillers, cooling towers, heat exchangers, DDC automation, energy management systems, package units, air handlers, power induction units, electric or gas heating devices and related equipment. (b) Plumbing Capital: Including but not limited to major repair or replacement of all water, sewer and gas lines, pumps, pump motors, gearboxes, grease traps, hot water tanks, hot water heaters, boilers either gas or electric, internal coils, manifolds, etc. (c) Electrical Capital: Including but not limited to major repair or replacement of main power feeds, main switchgear, buss bars, automatic transfer switches, emergency generators, ups systems, field/sports lighting and its components, general power distribution, energy management devises, program and lighting hardware and software, etc. (d) Fire Protection Capital: Including but not limited to major repair or replacement of fire pumps and motors, wet and dry sprinkler distribution, piping, ansul systems and main annunciator and related alarm devices, etc. (e) Concession Capital: Including but not limited to major repair or replacement of structurally mounted concessions fixtures and equipment provided by Landlord (e.g., exhaust vents, grease traps, ansul systems, electrical hook-ups, counters, countertops, roll -down doors, plumbing and sinks, fixtures and lighting). (i) Concrete Capital: Repair and/or replace cracked and/or disintegrated concrete surfaces as needed including but not limited to concourses, pre -cast, cast in place, spalling, sidewalks, curbing, ADA ramps, traffic coatings, stair risers, stucco walls, eifs walls & ceilings etc. Seating Capital: Replace in part or entire sections of seats and seat standards, filigrees, cup holders and all other integral components of permanently affixed fan seating. Painting Capital: Includes all exterior protective paints and coatings including but not limited to paint, stains, waterproof and anti -slip coatings as specified. Full scale painting of all structural steel, fencing, handrails, gates, metal fascia, etc. Seal coating and application of anti -slip coatings, traffic coatings and stains. Field/Sports Lighting Capital: Field/ lighting repair or replacement and all related components including but not limited to lamps, fixtures, lenses, ballasts, relays, etc., all considered capital and replaced or repaired per manufacturer's recommendation or as necessary to meet MLS minimum standards. (j) Fencing/Gates/Netting Capital: Including but not limited to major repair or replacement of security fencing including steel, aluminum, chain link, wood, etc. within the park and 1 parking lots. Included in this would be field wall and padding, home plate netting and support structures. (k) Parking Lot Capital: Including but not limited to major repair or complete resurface of all asphalt parking surfaces, walkways and structures, weather shelters, curbing, car stops, light poles, lamps and bases, general lighting and power, distribution lines, wiring, panels, transformer etc. Lot stripping, patching, crack -fill and sealcoating. (1) LED Matrix Capital: Including but not limited to major repair or replacement of all LED boards, including but not limited to main scoreboard, marquee, ribbon boards, speed of pitch, out of town scoreboard and strike out boards, in stadium TV monitors, etc. Includes LED board hardware, wiring, software and other components integral for system operation. Any software or component upgrades from the base package provided by the manufacturer are the sole responsibility of Tenant. (m) Public Announcement Systems Capital: Including but not limited to major repairs or replacement of general sound systems including public announce system, main park speakers systems, amps and related components. (n) Other Capital: Major repairs or replacement due to electrical failures or short circuits in risers, panels, disconnect, transformers, circuit boards, main switches and overload protection and control hardware. Major repairs or replacement due to inclement weather including but not limited to damage from major & minor leaks, floods, tornados, hurricanes, lightning, earthquakes and other acts of God. (o) Elevator/escalator Capital: Major repairs or replacement of any component integral to elevator/escalators operation including but not limited to cabs, steps & step combs, controls (internal and external) motors, cables, or other as required by state or county regulation. (P) (q) Flooring Capital: Including but not limited to replacement of any hard wood, ceramic, vinyl or other flooring material, except carpeting. Door/Lock Capital: Major repair or replacement of any entrance security door and its components including but not limited to glass, metal, steel frame, motorized or manual roll -up doors, etc. Includes all hardware and software for digital locks and security access tracking systems. (r) Roofing/Fascia Capital: Major repair or replacement of any roof or roof type structure including but not limited to built-up, PVC, EDPM, metal canopies and/or awnings, etc. Seal coat exterior brick, stucco or precast property envelope no later than every seventh year or sooner as needed. (s) Glass/Window Capital: Major repair or replacement of glass/window and components including but not limited to press or media fixed or retractable windows storefronts, main entrances, ticketing and restaurants, etc. 2 I l' II 'LI I I I ll ! I EXHIBIT "K" FORM OF SUBLEASE NON -DISTURBANCE AND ATTORNMENT AGREEMENT This SUBLEASE NON -DISTURBANCE AND ATTORNMENT AGREEMENT ("NDA") dated as of , is being entered among CITY OF MIAMI, a municipal corporation of the State of Florida ("Landlord"), MIAMI FREEDOM PARK, LLC, a Delaware limited liability company ("Tenant") and INTER MIAMI STADIUM, LLC, a Delaware limited liability company ("Subtenant"). RECITAL WHEREAS, Landlord and Tenant entered into a certain Ground Lease dated (the "Lease"), for the Stadium Parcel (as defined in the Lease) located in Miami, Florida; and WHEREAS, Subtenant desires to sublet from Tenant a portion of the Stadium Parcel ("Sublet Premises") in accordance with, and as described in, that certain sublease ("Sublease") between Tenant, as sublessor, and Subtenant, as sublessee, a true and correct copy of which is attached hereto as "Exhibit A," except that the Lease attached to the Sublease has been delivered to all parties with the Sublease but the Lease is not attached as part of "Exhibit A" to this NDA. AGREEMENTS NOW, THEREFORE, incorporating the foregoing recitals by this reference, for good and valuable consideration, the receipt and legal sufficiency of which are acknowledged, and intending to be legally bound hereby, it is mutually covenanted and agreed as follows: A. Definitions. Unless otherwise defined, all terms contained in this NDA shall, for the purposes of this NDA, have the same meaning ascribed to them in the Lease. B. Consent to Sublease. Pursuant to Section 15.3 of the Lease, Tenant has the right to sublet the Sublet Premises so long as the Sublease complies with all terms and conditions of the Lease applicable to the Sublease and so long as the Sublet Premises is for a use consistent with the uses permitted under the Lease. The Landlord hereby confirms that the Sublease is permitted under the Lease. Landlord, Tenant and Subtenant, as applicable, expressly agree: 1. Except as expressly provided in this NDA, nothing contained in this NDA shall be construed to modify or waive any of the covenants, agreements, terms, provisions, or conditions contained in the Lease, or to waive any breach thereof, or any rights of Landlord or Tenant against any person, firm, association or corporation liable or responsible for the performance thereof, or to enlarge or increase Landlord's or Tenant's obligations or decrease Landlord's or Tenant's rights under the Lease, and all covenants, agreements, terms, provisions and conditions of the Lease are hereby mutually declared to be in full force and effect between Landlord and Tenant. 2. Tenant shall be and remain liable and responsible for the due keeping, performance and observance of all the covenants, agreements, terms, provisions and conditions set forth in the Lease 1 on the part of Tenant to be kept, performed and observed and for the payment of Rent and all other sums now and/or hereafter becoming payable thereunder. 3. The Sublease shall be subject and subordinate at all times to the Lease and to all of the covenants, agreements, terms, provisions and conditions of the Lease and to this NDA, and neither Tenant nor Subtenant shall do or permit anything to be done in connection with the Subtenant's occupancy of the Sublet Premises which would violate any of said covenants, agreements, terms, provisions and conditions. Except as set forth in Paragraph 5 of this NDA, nothing in this Paragraph 3 or elsewhere in this NDA or the Lease shall obligate Subtenant to payment of monetary obligations under the Lease, including Rent or Tenant payments under Article 3 of the Lease in excess of amounts for which Subtenant is obligated under the Sublease, or to the performance of any of Tenant's obligations under the Lease with respect to any part of the Stadium Parcel other than the Sublet Premises. Tenant and Subtenant confirm that for the purpose of determining their respective rights and obligations under the Sublease, provisions of the Lease have been incorporated in the Sublease, to the extent not inconsistent with the Sublease, as if Tenant were landlord and Subtenant were tenant. 4. (a) Tenant and Subtenant agree that Landlord is not responsible for the payment of any commissions or fees to any broker or other intermediary engaged by Tenant or Subtenant in connection with the Sublease, this NDA, or any subsequent direct lease between Subtenant and Landlord contemplated by this NDA, and each agrees to indemnify, defend and hold Landlord, its employees, agents, officers, or instrumentalities, harmless from and against any claims, liability, losses or expenses, including attorneys' fees, court costs and disbursements incurred by Landlord during settlement, at trial or on appeal, in connection with any claims for a commission by any broker or agent claiming compensation through the indemnifying party (Tenant or Subtenant, as applicable) in connection with the Sublease, this NDA, or any subsequent direct lease between Landlord and Subtenant contemplated by this NDA. (b) Landlord represents to Subtenant that Landlord has not engaged, and will not engage in the future, any broker or agent in connection with the Lease and any Sublease. In the event Landlord engages any broker or agent in connection with any subsequent direct lease between Landlord and Subtenant contemplated by this NDA, Landlord agrees that Subtenant is not responsible for the payment of any commissions or fees to any such broker or agent. 5. Upon any termination of the Lease prior to the expiration of the then applicable term, and all options or renewal terms, (a) the Sublease shall continue in full force and effect, (b) Landlord shall not disturb Subtenant's possession of the Sublet Premises on the terms and conditions set forth in the Sublease and the provisions of the Lease incorporated therein, (c) Subtenant shall attorn to Landlord and (d) Landlord shall succeed to all of the right, title and interest of Tenant as landlord under the Sublease, and the Sublease shall become a direct lease between Landlord and Subtenant, thereby establishing privity of estate and contract as between Landlord and Subtenant with the same force and effect as though the Sublease were originally made from Landlord in favor of Subtenant; provided, however, that, in such event, Landlord shall not be responsible for any monies on deposit with Tenant to the credit of Subtenant not received by Landlord; and Landlord shall not (i) be liable for any act or omission of any prior landlord, including, without limitation, Tenant, or for any fact, circumstance or condition existing prior to Landlord's termination of the Lease or taking of possession; (ii) be bound by any rent or additional 2 rent which any Subtenant may have prepaid more than one (1) month in advance under the Sublease; (iii) be subject to any offsets, claims or defenses which Subtenant might have against any prior landlord (including, without limitation, Tenant) except to the extent Subtenant has such setoff right under the Sublease; or (iv) be bound by any amendment to the Sublease entered into without Landlord's consent which would have a material adverse effect on Landlord's rights or by any agreement in any Sublease to construct or complete any Subtenant premises or any improvement thereof for any Subtenant, or to indemnify any Subtenant for any loss resulting from a failure to timely deliver any Subtenant premises (provided, however, that Landlord shall make casualty insurance proceeds received by it for a loss suffered by Subtenant available for repair or reconstruction of such premises). 6. Upon termination of the Lease, Tenant shall have no further right to make new demand on the security deposit held by the escrow agent under the Sublease, and Landlord shall have the exclusive right to exercise the Tenant's rights under the Sublease. Notwithstanding the foregoing, if Tenant shall have made demand on the security deposit pursuant to the Sublease prior to the termination of the Lease and the disposition of such demand shall not have been resolved by the date of such termination, Tenant shall continue to have the right to prosecute its demand against such security deposit in accordance with the provisions of the Sublease. 7. No alterations, additions (electrical or otherwise), or physical changes shall be made to the Sublet Premises, except pursuant to the covenants, agreements, provisions, terms and conditions of the Lease. 8. Tenant and Subtenant represent that a true and correct copy of the executed Sublease has been furnished to Landlord and agree that Landlord is not a party to the Sublease and, except as otherwise provided in this NDA, is not bound by the provisions of the Sublease. 9. This NDA may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any change is sought. 10. This NDA shall not be binding upon any party hereto unless and until it is signed by all parties hereto. 11. Tenant and Landlord represent and warrant to Subtenant that the copy of the Lease which is attached to the Sublease is correct and complete, and that the Lease is in full force and effect and unamended. Subtenant shall not be bound by, and the Sublease shall not be deemed to have incorporated therein, any amendment of the Lease unless Subtenant consents in writing to be bound by such amendment. 12. All notices under this NDA shall be given in the manner set forth in Article 21 of the Lease. Notices to Landlord shall be addressed to Landlord at the address set forth in the heading of this NDA. Copies of demand and default notices to, and requests for consent from, Landlord shall be given to Landlord's counsel as set forth in Article 21 of the Lease. Notices to Tenant and Subtenant shall be addressed to the parties at the address set forth in the heading of this NDA until Tenant and Subtenant have moved in to their respective portions of the Sublet Premises, after which notices shall be addressed to them at their respective addresses in the Sublet Premises. Copies of demand and default notices to, and requests for consent from, Tenant shall be given to 3 its general counsel at the address set forth in Article 21 of the Lease. Notices to Subtenant shall be directed to the attention of 13. This NDA may be executed in two or more counterparts, in which event one complete copy containing signatures pages with original signatures from each party shall be deemed an original and shall constitute one and the same instrument. Facsimile signatures on this document shall be treated as original signatures for all purposes. 14. The internal laws of the State of Florida shall govern the validity, performance and enforcement of this NDA, notwithstanding any conflicts of law or choice of law principles to the contrary. Landlord, Tenant and Subtenant hereby consent to the jurisdiction of the courts of the State of Florida. The parties agree that venue shall lie exclusively in the courts located in Miami - Dade County, Florida. 15. LANDLORD, TENANT AND SUBTENANT HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS CONSENT. THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY LANDLORD, TENANT AND SUBTENANT AND EACH ACKNOWLEDGES THAT NONE OF THE PARTIES, NOR ANY PERSON ACTING ON BEHALF OF ANY OTHER PARTY, HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. EACH OF LANDLORD, TENANT AND SUBTENANT FURTHER ACKNOWLEDGE THAT IT HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS CONSENT AND IN THE MAKING OF THIS WAIVER BY LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT EACH HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH SUCH COUNSEL LANDLORD, TENANT AND SUBTENANT FURTHER ACKNOWLEDGE THAT IT HAS READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WAIVER PROVISION AND AS EVIDENCE OF SAME HAS EXECUTED THIS CONSENT. 16. Nothing in this NDA shall be deemed to create a partnership or joint venture between or among any or all of Landlord, Tenant and Subtenant. 17. Nothing in this NDA shall confer any rights upon any entity other than the parties and their respective successors and assigns; there are no third party beneficiaries to this NDA. 18. This NDA may be executed in counterparts, in which event one complete copy containing multiple signature pages with one original signature by each party shall constitute one original NDA. [SIGNATURE PAGE FOLLOWS] 4 ATTEST: By: Todd B. Hannon City Clerk LANDLORD: CITY OF MIAMI, a municipal corporation of the State of Florida By: Arthur Noriega City Manager APPROVED AS TO LEGAL FORM & CORRECTNESS: By: Victoria Mendez City Attorney Signed in the presence of: TENANT: Print Name: Print Name: MIAMI FREEDOM PARK, LLC, a Delaware limited liability company By: Name: Title: Signed in the presence of: SUBTENANT: Print Name: Print Name: By: Name: Title: Exhibit A 5 Lease 6 Landlord: Tenant: Lender: EXHIBIT "L" FORM OF LANDLORD ESTOPPEL CERTIFICATE CITY OF MIAMI, a municipal corporation of the State of Florida ("Landlord") MIAMI FREEDOM PARK, LLC, a Delaware limited liability company ("Tenant") ("Lender") Subtenant: ("Subtenant") Landlord hereby certifies to Tenant and that: 1. Landlord is the landlord of real property (the "Stadium Parcel") located in the City of Miami, Miami -Dade County, Florida, pursuant to a Ground Lease dated (the "Lease") between Landlord and Tenant. Terms capitalized but not defined herein shall have the same meanings ascribed to them in the Lease. 2. A true, correct, and complete copy of the Lease is attached hereto as Exhibit A. The Lease constitutes the entire agreement between Landlord and Tenant. There have been no amendments, written or oral, to the Lease. 3. The Lease is presently in full force and effect, and neither Landlord nor Tenant is in default thereunder. There exist no facts that could constitute a basis for any such default under the Lease upon the lapse of time or the giving of notice or both. There exist no offsets, claims, counterclaims, or defenses of Landlord under the Lease against Tenant, and there exist no events that would constitute a basis for any such offset, claims, counterclaim, or defense against Tenant upon the lapse of time or the giving of notice or both. 4. Tenant has accepted possession of the Stadium Parcel. 5. The Lease Commencement Date under the Lease was The term of the Lease will expire on the on the later of (i) the last day of the thirtieth (30th) Lease Year (as defined in the Lease) or (ii) thirty (30) days after the end of the MLS (as defined in the Lease) season during which the thirtieth (30th) anniversary of the Lease Commencement Date occurs, subject to Tenant's option to renew the Lease. The first Lease Year began on 6. Tenant has the option to renew the term of the Lease for two additional terms, with the first option commencing upon the conclusion of the Initial Term (as defined in the Lease) and ending on the last day of the sixty-ninth (69th) Lease Year and the second option for a period commencing upon the conclusion of the first option period and ending on the last day of the ninety- ninth (99th) Lease Year. Each option may be exercised no later than one hundred eighty (180) days 1 and no earlier than three hundred sixty five (365) days prior to the expiration of the Initial Term and the first option, as applicable. 7. The Rent under the Lease is $ . The Rent has been paid through the month of 8. Tenant has provided a security deposit in connection with the Lease. 9. Landlord has not entered into any sublease, assignment, or any other agreement transferring any of its interest in the Lease or the Stadium Parcel other than the Lease. Landlord has not conveyed, mortgaged or assigned its interest in the Stadium Parcel or the Lease. 10. Both Tenant and Landlord have performed all of their respective obligations under the Lease and Landlord has no knowledge of any event which, with the giving of notice, the passage of time or both, would constitute a default by Tenant under the Lease. 11. Tenant has no claim against Landlord and no offset or defense to the enforcement of any of the terms of the Lease. 12. Landlord acknowledges that Tenant and its successors and assigns has the absolute right to mortgage its leasehold interest in the Stadium Parcel to Lender, and that as a leasehold mortgagee, Lender shall be entitled to all rights and privileges granted to a leasehold mortgagee under the Lease or pursuant to law. If Lender forecloses on its leasehold mortgage and becomes the holder of Tenant's Leasehold Estate, Landlord shall recognize Lender as tenant under the Lease. 13. There are no sums due to Tenant from Landlord and no allowances or other concessions (including free rent and credits) due to Tenant from Landlord that have not been paid or otherwise provided by Landlord to Tenant prior to the date hereof. 14. All improvements or work required to be performed by Landlord have been completed in accordance with the Lease and have been accepted by Tenant. 15. Tenant has not given any notice of termination under the Lease. 16. There are no actions, voluntary or otherwise, pending or, to the best knowledge of Landlord, threatened against Tenant under the bankruptcy, reorganization, moratorium or similar laws of the United States, any state thereof or any other jurisdiction. 17. All exhibits attached hereto are by this reference incorporated fully herein. 18. Landlord's current address for notices is as follows: City Manager 444 SW 2ith Avenue, 10th Floor Miami, Florida 33130 with a copy to: City Attorney's Office 2 Attention: City Attorney 444 SW 2" a Avenue, 9th Floor Miami, FL 33130 19. This Certificate is made and delivered as of the date set forth on the signature page. This Certificate may be relied upon by Tenant, , the successors and assigns of each of them (including any trust, trustee, servicer, and rating agency for any securitization that includes Lender's loan), any future leasehold mortgagee of Tenant and/or assignee and any title insurance company. This Certificate binds Landlord and its legal representatives, successors and assigns. [SIGNATURE APPEARS ON FOLLOWING PAGE] 3 EXECUTED ATTEST: By: Todd B. Hannon City Clerk LANDLORD: CITY OF MIAMI, a municipal corporation of the State of Florida By: Arthur Noriega City Manager APPROVED AS TO LEGAL FORM & CORRECTNESS: By: Victoria Mendez City Attorney 4 EXHIBIT A LEASE 5 Prepared by and return to: Isabel C. Diaz, Esq. Holland & Knight LLP 701 Brickell Avenue, Suite 3300 Miami, Florida 33131 EXHIBIT "M" MEMORANDUM OF LEASE [Space Above This Line For Recording Data] MEMORANDUM OF GROUND LEASE THIS MEMORANDUM OF GROUND LEASE (this "Memorandum") is made and entered into as of this day of , , by and between the CITY OF MIAMI, a municipal corporation of the State of Florida, whose mailing address is 444 SW 2nd Avenue, loth Floor, Miami, Florida 33130, Attn. City Manager, ("Landlord"), and MIAMI FREEDOM PARK, LLC, a Delaware limited liability company, whose mailing address is 800 S. Douglas Road, 12th Floor, Coral Gables, Florida 33134, ("Tenant") (Landlord and Tenant are sometimes together referred to herein as the "Parties," and separately as the "Party"). RECITAL A. Pursuant to that certain Ground Lease for Soccer Stadium, effective as of (the "Lease"), by and between Landlord and Tenant, Landlord leased to Tenant, and Tenant leased from Landlord, that certain parcel of real property located in Miami -Dade County, Florida, legally described on Exhibit A, attached hereto and made a part hereof, and depicted on Exhibit B, attached hereto and made part hereof, (the "Stadium Parcel"). B. Landlord and Tenant desire to execute this Memorandum to provide notice of Tenant's rights, title and interest under the Lease and in and to the Stadium Parcel. AGREEMENTS NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in the Lease, Landlord and Tenant hereby covenant and agree as follows: 1. Definitions. Unless otherwise defined herein, capitalized terms used in this Memorandum shall have the meaning assigned to them in the Lease. 2. Lease. The Stadium Parcel has been leased to Tenant pursuant to the terms and conditions of the Lease (as may be amended from time to time), which is incorporated by reference 1 in its entirety in this Memorandum. In the event of any conflict or inconsistency between this Memorandum and the Lease, the Lease shall control. 3. Lease Term. The Initial Term of the Lease shall commence on the Lease Commencement Date and terminate on the later of (i) the last day of the thirtieth (30th) Lease Year or (ii) thirty (30) days after the end of the MLS season during which the thirtieth (30th) anniversary of the Lease Commencement Date occurs, unless earlier terminated or extended as provided in the Lease. The Lease Commencement Date of the Lease is 4. Options to Renew. Subject to the terms and conditions of the Lease, Tenant shall have the right to exercise two (2) options to extend the Term, with the first Option commencing upon the conclusion of the Initial Term and ending on the last day of the sixty-ninth (69th) Lease Year and the second Option for a period commencing upon the conclusion of the first option period and ending on the last day of the ninety-ninth (99th) Lease Year. 5. Notice of Lien Prohibition. The Lease contains the following provision: "The interest of Landlord in the Fee Estate shall not be subject in any way to any liens, including construction liens, for Improvements to or other work performed in the Stadium Parcel by or on behalf of Tenant. Tenant shall have no power or authority to create any lien or permit any lien to attach to the Fee Estate. These provisions are made with express reference to Section 713.10, Florida Statutes. Landlord and Tenant acknowledge and agree that for the purposes of this provision, improvements to be performed by Tenant in accordance with this Lease shall not constitute the "pith" or essence of this Lease, and any such improvements are being performed at Tenant's sole discretion. Tenant shall notify every contractor making Improvements to the Stadium Parcel and supplier of materials for such Improvements that the interest of the Landlord in the Stadium Parcel shall not be subject to liens." 6. Lease Controls. This Memorandum is executed and delivered by Landlord and Tenant solely for the purpose of recording, in the Public Records of Miami -Dade County, Florida, notice of the existence of the Lease, and, consequently, nothing contained in this Memorandum shall be construed to change or alter the terms, conditions, or provisions of the Lease and reference shall be made to the Lease itself for its terms, conditions, and provisions and the intent of Landlord and Tenant regarding the leasing of the Stadium Parcel demised by the Lease. In the event of any inconsistency between the terms of this Memorandum and the terms of the Lease, the terms of the Lease shall control. 7. Termination. On the expiration or sooner terminationof the Lease Term, Landlord and Tenant shall execute a notice of termination in recordable form stating that the Lease is of no further force or effect. 8. Counterparts. This Memorandum may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, when taken together, shall be deemed to be one and the same document. Signature pages may be taken from a counterpart and attached 2 to other counterparts to form one document, which shall constitute a fully executed document that may be recorded. 9. Successors and Assigns. This Memorandum and the Lease shall bind and inure to the benefit of the Parties and their respective successors and assigns, subject, however, to the provisions of the Lease regarding assignment. [SIGNATURES FOLLOW ON NEXT PAGE] 3 IN WITNESS whereof, the Parties have signed this Memorandum as of the day and year first above written. Signed in the presence of: LANDLORD: CITY OF MIAMI, a municipal corporation of the State of Florida Print Name: Print Name: By: Arthur Noriega City Manager ATTEST: By: Todd B. Hannon City Clerk APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM & REQUIREMENTS: CORRECTNESS: By: By: Ann -Marie Sharpe, Director Victoria Mendez Risk Management Department City Attorney STATE OF FLORIDA ) ) ss: COUNTY OF MIAMI-DADE ) 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, on behalf of the municipal corporation, who is personally known to me or who has produced as identification. [NOTARIAL SEAL] Print Name: Notary Public, Commission #: My Commission Expires: 4 Signed in the presence of: Print Name: Print Name: STATE OF FLORIDA ) ) ss: COUNTY OF MIAMI-DADE ) TENANT: MIAMI FREEDOM PARK, LLC, a Delaware limited liability company By: Name: Title: The foregoing instrument was acknowledged before me by means of n physical presence or ❑ online notarization, this day of , , by , as of MIAMI FREEDOM PARK, LLC, a Delaware limited liability company, on behalf of said limited liability company, who is personally known to me or who has produced as identification. [NOTARIAL SEAL] Print Name: Notary Public, Commission #: My Commission Expires: 5 Exhibit "A" LEGAL DESCRIPTION OF STADIUM PARCEL Parcel 1: (Leasehold Interest) A PORTION OF UN -SUBDIVIDED LANDS LYING WITHIN THE NORTHEAST ONE - QUARTER (1/4) OF SECTION 32, TOWNSHIP 53 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA, SAID LANDS BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHWEST CORNER OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32; THENCE RUN ALONG THE SOUTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 88°08'18" EAST FOR A DISTANCE OF 649.34 FEET TO A POINT; THENCE RUN NORTH 00°53'17" WEST FOR A DISTANCE OF 45.01 FEET TO A POINT ON A LINE 45.00 FEET NORTH OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE SAID SOUTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SECTION 32; THENCE RUN ALONG THE EASTERLY LIMITED ACCESS RIGHT-OF-WAY LINE OF N.W. 42ND AVENUE (LEJEUNE ROAD) THE FOLLOWING FIVE (5) COURSES; (1) THENCE RUN NORTH 00°53'17" WEST FOR A DISTANCE OF 59.96 FEET TO A POINT; (2) THENCE RUN NORTH 48°58'49" WEST FOR A DISTANCE OF 562.53 FEET TO A POINT ON THE NEXT DESCRIBED CIRCULAR CURVE CONCAVE TO THE NORTHEAST; (3) THENCE RUN NORTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 470.00 FEET, A CENTRAL ANGLE OF 41°10'52"; A CHORD LENGTH OF 330.59 FEET ALONG A CHORD BEARING OF NORTH 24°00'32" WEST, FOR A DISTANCE OF 337.81 FEET TO A POINT OF TANGENCY; (4) THENCE RUN NORTH 03°25'06" WEST FOR A DISTANCE OF 623.61 FEET TO A POINT; (5) THENCE RUN NORTH 07°58'00" WEST FOR A DISTANCE OF 193.68 FEET TO A POINT ON A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE - QUARTER (1/4) OF SAID SECTION 32; THENCE RUN ALONG A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 00°54'35" WEST FOR A DISTANCE OF 992.21 FEET TO A POINT; THENCE RUN NORTH 88°49'41" EAST FOR A DISTANCE OF 251.82 FEET TO A POINT; THENCE RUN NORTH 70°04'29" EAST FOR A DISTANCE OF 285.46 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 32; THENCE RUN ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 609.46 FEET TO THE POINT OF BEGINNING OF THE FOLLOWING DESCRIBED PARCEL OF LAND; THENCE CONTINUE ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 392.40 FEET TO A POINT; THENCE RUN SOUTH 71°24'19" EAST FOR A DISTANCE OF 146.44 FEET TO A POINT ON A NON -TANGENT CIRCULAR CURVE CONCAVE TO THE SOUTHWEST; THENCE RUN SOUTHEASTERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE RIGHT HAVING A RADIUS OF 658.52 FEET, A CENTRAL ANGLE OF 10°30'38", A CHORD LENGTH OF 120.63 FEET AND A CHORD BEARING OF SOUTH 6 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. 7 Exhibit "B" SKETCH OF STADIUM PARCEL ck,iTf+ :M'f SG_ A -•CT ). 29 J3 d 2.5 — —-,a-sfC7 J2 `+ 4 — ,J,u E 51 NE CORNER SECTION 32-53-41 rt . ___:ISINL1L L OCA TION SKETCH PWON OF THE NQfl AST t/4 C44 SECT101,1 32. TOitti. P S3f.:7k, RANG 4: EAST MANt—DALE COUNTY, hO DA. •= 3G1` 2 EXHIBIT "N" FORM OF OWNER'S AFFIDAVIT Prepared by: Isabel C. Diaz, Esq. Holland & Knight LLP 701 Brickell Avenue Suite 3300 Miami, F133131 Folio Numbers: 01-3132-000-0080; 01-3132-000-0090; 30-3129-000-0160; and 30-3129-000-0050. OWNER'S AFFIDAVIT BEFORE ME, the undersigned authority, personally appeared Arthur Noriega ("Affiant"), who, after being duly sworn, as required by law, declares, deposes and says: 1. Affiant is executing this affidavit on personal knowledge and as City Manager of the City of Miami, a municipal corporation of the State of Florida (the "City/Owner"). 2. The City is the owner of that certain real property located in Miami -Dade County, Florida and which is more particularly described property in Exhibit "A" attached hereto Error! Reference source not found.(the "Property"). 3. Except as may be set forth in the Commitment (the "Title Commitment") issued by Holland & Knight LLP, as agent for Old Republic National Title Insurance Company, evidenced by Commitment Number 19065251, with an effective date of at , and/or in any lien searches obtained in connection with insuring the Property and identified on Exhibit "B" attached hereto (the "Lien Searches"), Affiant is not aware of any mechanic's liens under Chapter 713 of the Florida Statutes filed against the Property or any portion thereof for work commissioned by Owner; nor is Affiant aware of any repairs, improvements or other work done to or labor materials or services bestowed upon the Property or any portion thereof within the past ninety (90) days of which any or all of the cost of the same remains unpaid. 4. Affiant is not aware of any matters commissioned by Owner which are pending against the Owner or the Property that could give rise to a lien that would attach to the Property between the effective date of the Title Commitment and the actual date of recordation of the Memorandum of Ground Lease providing notice of the execution of the lease of the Property by the City and Miami Freedom Park, LLC, a Delaware limited liability company (the "Lease"), and the Owner will not execute any instruments that would adversely affect the interest insured, except as may be contemplated under the Lease. 5. Except as set forth in the Title Commitment and/or in the Lien Searches, to Affiant's knowledge, the Property is free and clear of all liens (including mechanic's, 1 materialman's or laborer's liens), taxes, encumbrances, mortgages, claims, unrecorded easements, unrecorded assessments (including any unpaid sewer and water bills), demands and judgments of every nature, kind and description whatsoever, except for the lien of real estate taxes for the current year and subsequent year. 6. To Affiant's knowledge, there are no parties in possession or having a right of possession in or to the Property, other than Delucca Enterprises, Inc. pursuant to that certain Professional Services Agreement, dated June 1, 2004, as amended, and the Owner. 7. Affiant further states that he/she is familiar with the nature of an oath and with the penalties as provided by the laws of the State of Florida for falsely swearing to statements made in an instrument of this nature. Affiant further certifies that it has read the full facts of this Affidavit, and understand its contents. [SIGNATURE PAGE FOLLOWS] 2 Dated this _ day of , 20 AFFIANT: Arthur Noriega, as City Manager of the City of Miami, a municipal corporation of the State of Florida STATE OF FLORIDA ) ) ss: COUNTY OF MIAMI-DADE ) The foregoing instrument was sworn to and subscribed before me by means of ❑ physical presence or ❑ online notarization, this day of , 20 , by Arthur Noriega, as the City Manager of the CITY OF MIAMI, a municipal corporation of the State of Florida, on behalf of the municipal corporation, who is personally known to me or who has produced as identification. [NOTARIAL SEAL] Print Name: Notary Public, Commission #: My Commission Expires: [SIGNATURE PAGE TO OWNER'S AFFIDAVIT - STADIUM PARCEL] 3 Exhibit "A" Legal Description PARCEL 1: (LEASEHOLD INTEREST) A PORTION OF UN -SUBDIVIDED LANDS LYING WITHIN THE NORTHEAST ONE - QUARTER (1/4) OF SECTION 32, TOWNSHIP 53 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA, SAID LANDS BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHWEST CORNER OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32; THENCE RUN ALONG THE SOUTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 88°08'18" EAST FOR A DISTANCE OF 649.34 FEET TO A POINT; THENCE RUN NORTH 00°53'17" WEST FOR A DISTANCE OF 45.01 FEET TO A POINT ON A LINE 45.00 FEET NORTH OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE SAID SOUTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SECTION 32; THENCE RUN ALONG THE EASTERLY LIMITED ACCESS RIGHT-OF-WAY LINE OF N.W. 42ND AVENUE (LEJEUNE ROAD) THE FOLLOWING FIVE (5) COURSES; (1) THENCE RUN NORTH 00°53'17" WEST FOR A DISTANCE OF 59.96 FEET TO A POINT; (2) THENCE RUN NORTH 48°58'49" WEST FOR A DISTANCE OF 562.53 FEET TO A POINT ON THE NEXT DESCRIBED CIRCULAR CURVE CONCAVE TO THE NORTHEAST; (3) THENCE RUN NORTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 470.00 FEET, A CENTRAL ANGLE OF 41°10'52"; A CHORD LENGTH OF 330.59 FEET ALONG A CHORD BEARING OF NORTH 24°00'32" WEST, FOR A DISTANCE OF 337.81 FEET TO A POINT OF TANGENCY; (4) THENCE RUN NORTH 03°25'06" WEST FOR A DISTANCE OF 623.61 FEET TO A POINT; (5) THENCE RUN NORTH 07°58'00" WEST FOR A DISTANCE OF 193.68 FEET TO A POINT ON A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE - QUARTER (1/4) OF SAID SECTION 32; THENCE RUN ALONG A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 00°54'35" WEST FOR A DISTANCE OF 992.21 FEET TO A POINT; THENCE RUN NORTH 88°49'41" EAST FOR A DISTANCE OF 251.82 FEET TO A POINT; THENCE RUN NORTH 70°04'29" EAST FOR A DISTANCE OF 285.46 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 32; THENCE RUN ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 609.46 FEET TO THE POINT OF BEGINNING OF THE FOLLOWING DESCRIBED PARCEL OF LAND; THENCE CONTINUE ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 392.40 FEET TO A POINT; THENCE RUN SOUTH 71°24'19" EAST FOR A DISTANCE OF 146.44 FEET TO A POINT ON A NON -TANGENT CIRCULAR CURVE CONCAVE TO THE SOUTHWEST; THENCE RUN SOUTHEASTERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE RIGHT HAVING A RADIUS OF 658.52 FEET, A CENTRAL ANGLE OF 10°30'38", A CHORD LENGTH OF 120.63 FEET AND A CHORD BEARING OF SOUTH 66°48'32" EAST, FOR AN ARC DISTANCE OF 120.80 FEET TO A POINT OF COMPOUND 4 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. PARCEL 2: (APPURTENANT EASEMENTS) INGRESS -EGRESS AND UTILITY EASEMENT LEGAL DESCRIPTION: 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 5 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 1509.03 FEET TO THE POINT OF BEGINNING OF THE FOLLOWING DESCRIBED PARCEL OF LAND; THENCE CONTINUE ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FORA DISTANCE OF 59.12 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 NORTH 03°03'12" WEST FOR A DISTANCE OF 245.22 FEET TO THE POINT OF BEGINNING. AND INGRESS -EGRESS AND UTILITY EASEMENT LEGAL DESCRIPTION: A PORTION OF UN -SUBDIVIDED LANDS LYING WITHIN THE SOUTHEAST ONE - QUARTER (1/4) OF SECTION 29, TOWNSHIP 53 SOUTH, RANGE 41 EAST, ADJACENT TO 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 SECTION 32, TOWNSHIP 53 SOUTH, RANGE 41 EAST; 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 6 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, FORA 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 AND THE POINT OF BEGINNING OF THE FOLLOWING DESCRIBED PARCEL OF LAND; THENCE CONTINUE NORTH 70°04'29" EAST FOR A DISTANCE OF 134.28 FEET TO A POINT; THENCE RUN ALONG A LINE 40.00 FEET NORTH OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, SAID NORTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 1485.10 FEET TO A POINT; THENCE SOUTH 02°35'39" EAST FOR A DISTANCE OF 40.00 FEET; THENCE RUN ALONG THE NORTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, SOUTH 87°24'21" WEST FOR A DISTANCE OF 1613.28 FEET TO THE POINT OF BEGINNING. AND INGRESS -EGRESS AND UTILITY EASEMENT -ROAD LEGAL DESCRIPTION: 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 7 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 FOUR (4) 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 16°29'53", A CHORD LENGTH OF 134.87 FEET ALONG A CHORD BEARING OF NORTH 36°21'O1" WEST, FOR A DISTANCE OF 135.33 FEET TO A POINT ON THE NEXT DESCRIBED CIRCULAR CURVE CONCAVE TO THE NORTHEAST AND THE POINT OF BEGINNING OF THE FOLLOWING DESCRIBED PARCEL OF LAND; (4) THENCE CONTINUE ALONG THE ARC OF SAID CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 470.00 FEET, A CENTRAL ANGLE OF 11°38'32", A CHORD LENGTH OF 95.34 FEET AND A CHORD BEARING OF NORTH 22°16'49" WEST, FOR AN ARC DISTANCE OF 95.50 FEET TO A POINT; THENCE RUN NORTH 86°58'54" EAST FOR A DISTANCE OF 739.49 FEET TO A POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE NORTHWEST; THENCE RUN NORTHEASTERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE LEFT, 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 NORTH 43°00'23" EAST, FOR AN ARC DISTANCE OF 159.64 FEET TO A POINT OF REVERSE CURVATURE; THENCE RUN NORTHEASTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE RIGHT, 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 NORTH 41 °20'31 " EAST, FOR AN ARC DISTANCE OF 1278.24 FEET TO A POINT ON THE NEXT DESCRIBED NON - TANGENT CIRCULAR CURVE CONCAVE TO THE NORTHWEST; THENCE RUN NORTHEASTERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE LEFT, 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 NORTH 38°45'05" EAST, FOR AN ARC DISTANCE OF 624.30 FEET TO A POINT; THENCE RUN NORTH 03°03'12" WEST FOR A DISTANCE OF 375.24 FEET TO A POINT; THENCE RUN NORTH 86°58'54" EAST FOR A DISTANCE OF 505.58 FEET TO A POINT; THENCE RUN THE NEXT DESCRIBED TWO (2) COURSES ALONG THE WESTERLY RIGHT-OF-WAY OF NW 37TH AVENUE, (1) SOUTH 01°52'57" EAST FOR A DISTANCE OF 12.26 FEET TO A POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE EAST; (2) THENCE RUN SOUTHERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 2871.79 FEET, A CENTRAL ANGLE OF 01°33'04", A CHORD LENGTH OF 77.74 FEET AND A CHORD BEARING OF SOUTH 02°39'29" EAST, FOR AN ARC DISTANCE OF 77.74 FEET TO A POINT; THENCE RUN SOUTH 86°58'54" WEST FOR A DISTANCE OF 249.52 FEET TO A POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE SOUTHEAST; THENCE RUN SOUTHWESTERLY ALONG THE ARC 8 OF SAID CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 165.18 FEET, A CENTRAL ANGLE OF 90°02'06", A CHORD LENGTH OF 233.67 FEET AND A CHORD BEARING OF SOUTH 41°57'51" WEST, FOR AN ARC DISTANCE OF 259.56 FEET TO A POINT; THENCE RUN SOUTH 03°03'12" EAST FOR A DISTANCE OF 118.73 FEET TO A POINT ON THE NEXT DESCRIBED NON -TANGENT CIRCULAR CURVE CONCAVE TO THE NORTHWEST; THENCE RUN SOUTHWESTERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 510.29 FEET, A CENTRAL ANGLE OF 85° 19'51 ", A CHORD LENGTH OF 691.66 FEET AND A CHORD BEARING OF SOUTH 38°51'45" WEST, FOR AN ARC DISTANCE OF 759.97 FEET TO A POINT ON THE NEXT DESCRIBED NON -TANGENT CIRCULAR CURVE CONCAVE TO THE SOUTHEAST; THENCE RUN SOUTHWESTERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 775.48 FEET, A CENTRAL ANGLE OF 99°25'13", A CHORD LENGTH OF 1183.05 FEET AND A CHORD BEARING OF SOUTH 34°04'06" WEST, FOR AN ARC DISTANCE OF 1345.62 FEET TO A POINT ON A THE NEXT DESCRIBED 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 1193.58 FEET, A CENTRAL ANGLE OF 07°08'00", A CHORD LENGTH OF 148.50 FEET AND A CHORD BEARING OF SOUTH 18°57'11" EAST, FOR AN ARC DISTANCE OF 148.60 FEET TO A POINT ON THE NEXT DESCRIBED NON - TANGENT CIRCULAR CURVE CONCAVE TO THE SOUTHWEST; THENCE RUN SOUTHERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 923.00 FEET, A CENTRAL ANGLE OF 19°03'09", A CHORD LENGTH OF 305.51 FEET AND A CHORD BEARING OF SOUTH 12°30'55" EAST, FOR AN ARC DISTANCE OF 306.92 FEET TO A POINT; THENCE RUN SOUTH 02°59'21" EAST FOR A DISTANCE OF 120.17 FEET TO A POINT; THENCE RUN ALONG A LINE 45.00 FEET NORTH OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, SAID SOUTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SECTION 32, SOUTH 88°08'18" WEST FOR A DISTANCE OF 90.02 FEET TO A POINT; THENCE RUN NORTH 02°59'21" WEST FOR A DISTANCE OF 118.40 FEET TO A POINT ON A CIRCULAR CURVE CONCAVE TO THE SOUTHWEST; THENCE RUN NORTHERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 833.00 FEET, A CENTRAL ANGLE OF 24°55'54", A CHORD LENGTH OF 359.62 FEET AND A CHORD BEARING OF NORTH 15°27'17" WEST, FOR AN ARC DISTANCE OF 362.47 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN NORTHWESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 178.00 FEET, A CENTRAL ANGLE OF 65°05'52", A CHORD LENGTH OF 191.54 FEET AND A CHORD BEARING OF NORTH 60°28' 10" WEST, FOR AN ARC DISTANCE OF 202.24 FEET TO A POINT; THENCE RUN SOUTH 86°58'54" WEST FOR A DISTANCE OF 682.45 FEET TO THE POINT OF BEGINNING. AND: PEDESTRIAN ACCESS EASEMENT 1 9 LEGAL DESCRIPTION: A PORTION OF UN -SUBDIVIDED LANDS LYING WITHIN THE SOUTHEAST ONE - QUARTER (1/4) OF SECTION 29, 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 SECTION 32, TOWNSHIP 53 SOUTH, RANGE 41 EAST; 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 FORA DISTANCE OF 285.46 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 32; THENCE CONTINUE NORTH 70°04'29" EAST FOR A DISTANCE OF 134.28 FEET TO A POINT; THENCE RUN ALONG A LINE 40.00 FEET NORTH OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, SAID NORTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 1335.10 FEET TO THE POINT OF BEGINNING OF THE FOLLOWING DESCRIBED PARCEL OF LAND; THENCE NORTH 02°35'39" WEST FOR A DISTANCE OF 54.91 FEET TO A POINT ON THE SOUTHERLY LINE OF THAT CERTAIN 10.00 FOOT STRIP PER OFFICIAL RECORDS BOOK 33, PAGE 361, PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE RUN ALONG . THE SOUTHERLY LINE OF SAID 10.00 FOOT STRIP NORTH 85°44'09" EAST FOR A DISTANCE OF 150.06 FEET TO A POINT; THENCE SOUTH 02°35'39" EAST FOR A DISTANCE OF 59.28 FEET TO A POINT; THENCE RUN ALONG A LINE 40.00 FEET 10 NORTH OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, SAID NORTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, SOUTH 87°24'21" WEST FOR A DISTANCE OF 150.00 FEET TO THE POINT OF BEGINNING. AND: PEDESTRIAN ACCESS EASEMENT - BRIDGE LEGAL DESCRIPTION: A PORTION OF UN -SUBDIVIDED LANDS LYING WITHIN THE NORTHEAST ONE - QUARTER (1/4) OF SECTION 32, TOWNSHIP 53 SOUTH, RANGE 41 EAST AND SECTION 29, 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 1509.03 FEET; THENCE SOUTH 03°03'12" EAST FOR A DISTANCE OF 245.22 FEET TO A POINT; THENCE NORTH 86°58'34" EAST FOR A DISTANCE OF 475.58 FEET TO THE POINT OF BEGINNING OF THE FOLLOWING DESCRIBED PARCEL OF LAND; THENCE NORTH 01 °52'57" WEST FORA DISTANCE OF 11 352.01 FEET TO A POINT ON THE SOUTHERLY LINE OF THAT CERTAIN 10.00 FOOT STRIP PER OFFICIAL RECORDS BOOK 33, PAGE 361, PUBLIC RECORDS OF MIAMI- DADE COUNTY, FLORIDA; THENCE RUN NORTH ALONG THE SOUTHERLY LINE OF SAID 10.00 FOOT STRIP NORTH 85°44'09" EAST FOR A DISTANCE OF 34.81 FEET TO A POINT; THENCE RUN THE FOLLOWING DESCRIBED THREE COURSES ALONG THE WESTERLY RIGHT-OF-WAY LINE OF NW 37TH AVENUE, SOUTH 02°24'33" WEST FOR A DISTANCE OF 9.04 FEET TO A POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE EAST; THENCE RUN SOUTHERLY ALONG SAID CURVE TO THE LEFT, HAVING A RADIUS OF 1463.40 FEET, A CENTRAL ANGLE OF 4°17'30", FOR AN ARC DISTANCE OF 109.61 FEET TO A POINT; THENCE SOUTH 01°52'57" EAST FOR A DISTANCE OF 234.34 TO A POINT; THENCE SOUTH 86°58'54" WEST FOR A DISTANCE OF 30.01 FEET TO THE POINT OF BEGINNING. 12 EXHIBIT "B" Lien Searches Lien search for Folio No.: 01-3132-000-0080 Lien search for Folio No.: 01-3132-000-0090 Lien search for Folio No.: 30-3129-000-0160 Lien search for Folio No.: 30-3129-000-0050 13 SCHEDULE 1.89 CONFIRMATION OF LEASE RENT COMMENCEMENT DATE CONFIRMATION OF LEASE RENT COMMENCEMENT DATE THIS CONFIRMATION OF LEASE RENT COMMENCEMENT DATE (the "Agreement") is made and entered into as of this _ day of , , by and between the CITY OF MIAMI, a municipal corporation of the State of Florida, whose mailing address is 444 SW 2nd Avenue, 10th Floor, Miami, Florida 33130, Attn. City Manager, ("Landlord"), and MIAMI FREEDOM PARK, LLC, a Delaware limited liability company, whose mailing address is 800 S. Douglas Road, 12th Floor, Coral Gables, Florida 33134, ("Tenant") (Landlord and Tenant are sometimes together referred to herein as the "Parties," and separately as the "Party"). RECITAL WHEREAS, the Parties have previously executed and delivered that certain Ground Lease for Soccer Stadium (the "Lease") with a Lease Commencement Date of , whereby Landlord leased to Tenant and Tenant leased from Landlord, that certain parcel of real property located in Miami -Dade County, Florida and more particularly described in the Lease; and WHEREAS, Landlord and Tenant have agreed to memorialize the Lease Rent Commencement Date as contemplated by the Lease; AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in the Lease, Landlord and Tenant hereby covenant and agree as follows: 1. Definitions. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meaning assigned to them in the Lease. 2. Lease Rent Commencement Date. The Lease Rent Commencement Date of the Lease is 3. Successors and Assigns. This Agreement shall bind and inure to the benefit of the Parties and their respective successors and- assigns, subject, however, to the provisions of the Lease regarding assignment. 4. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute a single instrument. Signature and acknowledgement pages may be detached from individual counterparts and attached to a single or multiple original(s) in order to form a single or multiple original(s) of this Agreement. [SIGNATURES FOLLOW ON NEXT PAGE] 1 IN WITNESS whereof, the Parties have signed this Agreement as of the day and year first above written. Signed in the presence of: LANDLORD: Print Name: CITY OF MIAMI, a municipal corporation of the State of Florida 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 n physical presence or n online notarization, this day of , , by Arthur Noriega, as the City Manager of the CITY OF MIAMI, a municipal corporation of the State of Florida, on behalf of the municipal corporation, who is personally known to me or who has produced as identification. [NOTARIAL SEAL] Print Name: Notary Public, Commission #: My Commission Expires: 2 Signed in the presence of: Print Name: Print Name: STATE OF FLORIDA ) ) ss: COUNTY OF MIAMI-DADE ) TENANT: MIAMI FREEDOM PARK, LLC, a Delaware limited liability company By: Name: Title: The foregoing instrument was acknowledged before me by means of ❑ physical presence or n online notarization, this day of , , by , as of MIAMI FREEDOM PARK, LLC, a Delaware limited liability company, on behalf of said limited liability company, who is personally known to me or who has produced as identification. [NOTARIAL SEAL] Print Name: Notary Public, Commission #: My Commission Expires: 3 SCHEDULE 2.1 CONFIRMATION OF POSSESSION DATE CONFIRMATION OF POSSESSION DATE THIS CONFIRMATION OF POSSESSION DATE (the "Agreement") is made and entered into as of this _ day of , , by and between the CITY OF MIAMI, a municipal corporation of the State of Florida, whose mailing address is 444 SW 2nd Avenue, 10th Floor, Miami, Florida 33130, Attn. City Manager, ("Landlord"), and MIAMI FREEDOM PARK, LLC, a Delaware limited liability company, whose mailing address is 800 S. Douglas Road, 12th Floor, Coral Gables, Florida 33134, ("Tenant") (Landlord and Tenant are sometimes together referred to herein as the "Parties," and separately as the "Party"). RECITAL WHEREAS, the Parties have previously executed and delivered that certain Ground Lease for Soccer Stadium (the "Lease") with a Lease Commencement Date of , , whereby Landlord leased to Tenant and Tenant leased from Landlord, that certain parcel of real property located in Miami -Dade County, Florida and more particularly described in the Lease; and WHEREAS, Landlord and Tenant have agreed to memorialize the Possession Date as contemplated by Section 2.1(A) of the Lease; AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in the Lease, Landlord and Tenant hereby covenant and agree as follows: 1. Definitions. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meaning assigned to them in the Lease. 2. Possession Date. The Possession Date under the Lease is 3. Acceptance of Condition. Tenant acknowledges that Tenant has inspected the Development Parcel, is fully aware of the condition of the Development Parcel and accepts the Development Parcel "as -is" in its current condition. 4. Successors and Assigns. This Agreement shall bind and inure to the benefit of the Parties and their respective successors and assigns, subject, however, to the provisions of the Lease regarding assignment. 5. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute a single instrument. Signature and 1 acknowledgement pages may be detached from individual counterparts and attached to a single or multiple original(s) in order to form a single or multiple original(s) of this Agreement. [SIGNATURES FOLLOW ON NEXT PAGE] 2 IN WITNESS whereof, the Parties have signed this Agreement as of the day and year first above written. Signed in the presence of: LANDLORD: Print Name: CITY OF MIAMI, a municipal corporation of the State of Florida 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 n online notarization, this day of , , by Arthur Noriega, as the City Manager of the CITY OF MIAMI, a municipal corporation of the State of Florida, on behalf of the municipal corporation, who is personally known to me or who has produced as identification. [NOTARIAL SEAL] Print Name: Notary Public, Commission #: My Commission Expires: 3 Signed in the presence of: Print Name: Print Name: STATE OF FLORIDA ) ) ss: COUNTY OF MIAMI-DADE ) TENANT: MIAMI FREEDOM PARK, LLC, a Delaware limited liability company By: Name: Title: The foregoing instrument was acknowledged before me by means of n physical presence or n online notarization, this day of , , by , as of MIAMI FREEDOM PARK, LLC, a Delaware limited liability company, on behalf of said limited liability company, who is personally known to me or who has produced as identification. [NOTARIAL SEAL] Print Name: Notary Public, Commission #: My Commission Expires: 4 SCHEDULE 2.2 CONFIRMATION OF LEASE COMMENCEMENT DATE CONFIRMATION OF LEASE COMMENCEMENT DATE THIS CONFIRMATION OF LEASE COMMENCEMENT DATE (the "Agreement") is made and entered into as of this _ day of , , by and between the CITY OF MIAMI, a municipal corporation of the State of Florida, whose mailing address is 444 SW 2'd Avenue, 10th Floor, Miami, Florida 33130, Attn. City Manager, ("Landlord"), and MIAMI FREEDOM PARK, LLC, a Delaware limited liability company, whose mailing address is 800 S. Douglas Road, 12th Floor, Coral Gables, Florida 33134, ("Tenant") (Landlord and Tenant are sometimes together referred to herein as the "Parties," and separately as the "Party"). RECITAL WHEREAS, the Parties have previously executed and delivered that certain Ground Lease for Soccer Stadium (the "Lease"), whereby Landlord leased to Tenant and Tenant leased from Landlord, that certain parcel of real property located in Miami -Dade County, Florida and more particularly described in the Lease; and WHEREAS, Landlord and Tenant have agreed to memorialize the Lease Commencement Date as contemplated by Section 2.2(A) of the Lease; AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in the Lease, Landlord and Tenant hereby covenant and agree as follows: 1. Definitions. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meaning assigned to them in the Lease. 2. Lease Commencement Date. The Lease Commencement Date of the Lease is 3. Successors and Assigns. This Agreement shall bind and inure to the benefit of the Parties and their respective successors and assigns, subject, however, to the provisions of the Lease regarding assignment. 4. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute a single instrument. Signature and acknowledgement pages may be detached from individual counterparts and attached to a single or multiple original(s) in order to form a single or multiple original(s) of this Agreement. [SIGNATURES FOLLOW ON NEXT PAGE] 1 IN WITNESS whereof, the Parties have signed this Agreement as of the day and year first above written. Signed in the presence of: LANDLORD: Print Name: CITY OF MIAMI, a municipal corporation of the State of Florida 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 n 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, on behalf of the municipal corporation, who is personally known to me or who has produced as identification. [NOTARIAL SEAL] Print Name: Notary Public, Commission #: My Commission Expires: 2 Signed in the presence of: Print Name: Print Name: STATE OF FLORIDA ) ) ss: COUNTY OF MIAMI-DADE ) TENANT: MIAMI FREEDOM PARK, LLC, a Delaware limited liability company By: Name: Title: The foregoing instrument was acknowledged before me by means of n physical presence or ❑ online notarization, this day of , , by , as of MIAMI FREEDOM PARK, LLC, a Delaware limited liability company, on behalf of said limited liability company, who is personally known to me or who has produced as identification. [NOTARIAL SEAL] Print Name: Notary Public, Commission #: My Commission Expires: 3 Major League Soccer 420 Fifth Avenue, 7th FI. New York, NY 10018 MLSsoccer.com 212.450.1200 Victoria Mendez, Esq. City Attorney City of Miami, Florida 444 SW 2"d Avenue, 9th Floor Miami, FL 33130 Dear Ms. Mendez: January 23, 2023 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