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HomeMy WebLinkAbout24310AGREEMENT INFORMATION AGREEMENT NUMBER 24310 NAME/TYPE OF AGREEMENT MIAMI FREEDOM PARK DESCRIPTION GROUND LEASE/MIAMI FREEDOM PARK COMMERCIAL 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 a,0 GROUND LEASE by and between CITY OF MIAMI, a municipal corporation of the State of Florida, and MIAMI FREEDOM PARK, LLC, a Delaware limited liability company, for MIAMI FREEDOM PARK COMMERCIAL DEVELOPMENT Table of Contents Page ARTICLE 1 CERTAIN DEFINED TERMS 2 ARTICLE 2 DEVELOPMENT PARCEL, GENERAL TERMS OF LEASE AND SURRENDER 18 ARTICLE 3 RENT 22 ARTICLE 4 PAYMENT OF TAXES AND ASSESSMENTS 26 ARTICLE 5 CERTAIN PROVISIONS CONCERNING DEVELOPMENT OF LAND AND CONSTRUCTION OF IMPROVEMENTS 29 ARTICLE 6 INSPECTION OF DEVELOPMENT PARCEL 33 ARTICLE 8 INSURANCE AND INDEMNIFICATION 35 ARTICLE 9 OPERATION DURING LEASE TERM 43 ARTICLE 10 REPAIRS AND MAINTENANCE DURING LEASE TERM 46 ARTICLE 11 CHANGES AND ALTERATIONS TO BUILDINGS BY TENANT 47 ARTICLE 12 DISCHARGE OF OBLIGATIONS; NO LIENS 49 ARTICLE 13 PROHIBITIONS ON USE OF DEVELOPMENT PARCEL 50 ARTICLE 14 LIMITATIONS OF LIABILITY 51 ARTICLE 15 MORTGAGES, MEZZANINE FINANCING, TRANSFERS, SUBLEASES, ETC 52 ARTICLE 16 EMINENT DOMAIN 64 ARTICLE 17 DAMAGE AND DESTRUCTION 66 ARTICLE 18 EVENTS OF DEFAULT 68 ARTICLE 19 LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS; REIMBURSEMENT OF LANDLORD FOR AMOUNTS SO EXPENDED 74 ARTICLE 20 ARBITRATION 75 ARTICLE 21 NOTICES 77 ARTICLE 22 QUIET ENJOYMENT; COORDINATION; INGRESS AND EGRESS 79 ARTICLE 23 CERTIFICATES BY LANDLORD AND TENANT 79 ARTICLE 24 CONSTRUCTION OF TERMS AND MISCELLANEOUS 80 ARTICLE 25 REPRESENTATIONS AND WARRANTIES 87 ARTICLE 26 EQUAL OPPORTUNITY; EX -FELON OUTREACH; DISTRICT FIVE PARTICIPATION; MINORITY PARTICIPATION; REPORTING AND COMPLIANCE 89 ARTICLE 27 LIVING WAGE; HIRING PREFERENCES 90 ii ARTICLE 28 LEASEHOLD TITLE INSURANCE POLICY 92 EXHIBIT "A" EXHIBIT "B" EXHIBIT "C" EXHIBIT "D" EXHIBIT "E" EXHIBIT "F" EXHIBIT "G" EXHIBIT "H" EXHIBIT "I" EXHIBIT "J" EXHIBIT "K" SCHEDULE 1.91 SCHEDULE 2.1 SCHEDULE 2.2 SCHEDULE 15.3 SCHEDULE 23.2 LEGAL DESCRIPTION OF PARENT TRACT LEGAL DESCRIPTION OF STADIUM PARCEL LEGAL DESCRIPTION OF DEVELOPMENT PARCEL SUB -PARCEL MAP TITLE COMMITMENT REPORT LIST OF PROHIBITED USES LEGAL DESCRIPTION OF PUBLIC PARK PARCEL INGRESS AND EGRESS EASEMENT AGREEMENT CONSTRUCTION ADMINISTRATION AGREEMENT MEMORANDUM OF LEASE FORM OF OWNER'S AFFIDAVIT CONFIRMATION OF LEASE RENT COMMENCEMENT DATE CONFIRMATION OF POSSESSION DATE CONFIRMATION OF LEASE COMMENCEMENT DATE FORM OF SUBLEASE NON -DISTURBANCE AND ATTORNMENT AGREEMENT FORM OF LANDLORD ESTOPPEL CERTIFICATE iii GROUND LEASE FOR MIAMI FREEDOM PARK COMMERCIAL DEVELOPMENT THIS GROUND LEASE FOR MIAMI FREEDOM PARK COMMERCIAL DEVELOPMENT (the "Lease" or "Agreement"), dated as of the Lease Commencement Date, is made by and between the CITY OF MIAMI, a municipal corporation of the State of Florida, having its principal office and place of business at 3500 Pan American Drive, Miami, Florida 33133 (hereinafter called the "City" or "Landlord"), and MIAMI FREEDOM PARK, LLC, a Delaware limited liability company, having its principal office and place of business at 800 S. Douglas Road, 12th Floor, Coral Gables, Florida 33134 (hereinafter called "MFP" or "Tenant"). The City and MFP shall sometimes be referred to herein collectively as the "Parties," and each, individually, as a "Party". Capitalized terms used in this Lease, without being defined elsewhere herein, shall have the meanings set forth in Article 1 hereof. RECITALS: WHEREAS, the City is the owner in fee simple of approximately 131.07 acres of land adjacent to the City's Grapeland Park, which land is referred to herein as the entire "Parent Tract," and is legally described in Exhibit "A"; and WHEREAS, with respect to a portion of the Parent Tract, MFP, through the Stadium Lease and a subsequent Sublease to IMS, has agreed to construct a first-class soccer stadium (the "Stadium"), having a capacity of approximately 25,000 seats, and concession, entertainment and retail areas, and amenities comparable with other recently constructed MLS stadiums with similar capacity, in accordance with the Construction Administration Agreement (the "Soccer Stadium Development") on an approximately twelve (12) acre parcel of land legally described on Exhibit "B" hereto (the "Stadium Parcel"); and WHEREAS, the Stadium Parcel portion of the Parent Tract, which will be the location of the Soccer Stadium Development, will be governed by a separate lease between the City and MFP (the "Stadium Lease"); and WHEREAS, pursuant to this Agreement, the City has also agreed to lease to MFP another portion of the Parent Tract consisting of sixty-one (61) acres legally described in Exhibit "C" hereto (the "Development Parcel") in accordance with the terms hereof, which Development Parcel will be the location of the Miami Freedom Park Commercial Development; and WHEREAS, MFP, the City and IMS are simultaneously herewith entering into that certain Construction Administration Agreement attached hereto as Exhibit "I", to govern, among other things, the construction, completion, delivery and development of the Soccer Stadium Development, Miami Freedom Park Commercial Development and Public Benefits, and to set forth certain financial commitments of MFP related to certain agreed upon community benefits (the "Construction Administration Agreement"); and WHEREAS, overall, it is the City's intent to seek greater public use of the Parent Tract, to derive additional revenue from the existing commercial uses on the Parent Tract, to obtain tax revenues from the uses on the Parent Tract, and to stimulate economic activity in the City, while 1 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 Development Parcel; and (c) other community benefits; and, to that end, MFP has agreed to develop and cause the construction and operation of the Project, at no cost to the City, in accordance with the Construction Administration Agreement; and WHEREAS, the City operates on the Parent Tract an 18-hole golf course managed by a private operator pursuant to the terms of that certain Professional Services Agreement, dated June 1, 2004, as amended (the "PSA"), by and between the City and Delucca Enterprises, Inc. ("DE"); and WHEREAS, on July 18, 2018, the City Commission passed Resolution R-18-0309, authorizing the City Attorney to prepare an amendment to the Charter for consideration at the election scheduled on November 6, 2018, proposing to amend the Charter to authorize the City Commission to waive competitive bidding and, by a four -fifths (4/5th) affirmative vote, to lease the Development Parcel and Stadium Parcel to MFP ("Charter Amendment"); and WHEREAS, on November 6, 2018, the City's residents approved, by public referendum, the Charter Amendment (the "Referendum"); and WHEREAS, the City and MFP desire to enter into this Lease for the purpose of setting forth their respective rights, covenants, obligations, and liabilities with respect to the lease of the Development Parcel; and WHEREAS, on 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 "Affiliate Lease Transaction" shall mean any Sublease, license, or other grant of occupancy rights with respect to any portion of the Development Parcel between the Tenant and an Affiliate of the Tenant. 2 1.4 "Aggregate Minimum Rent Payment" shall mean the sum of (i) Base Rent due under this Lease, and (ii) Stadium Rent due under the Stadium Lease, each as adjusted upward pursuant to the terms of the respective leases. 1.5 "Ancillary Agreements" shall mean the Construction Administration Agreement and the Easement. 1.6 "Annual Rent" shall have the meaning ascribed to such term in Section 3.1.2. 1.7 "Anti -Bribery, Anti -Money Laundering and Anti -Terrorism Laws" shall mean any and all Applicable Laws relating to anti -corruption, anti -bribery, terrorism, money laundering or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Action of 2001, Public Law 107-56, as amended, and the Executive Order. 1.8 "Applicable Law(s)" shall mean any and all applicable laws, statutes, codes, ordinances, rules, regulations, authorizations, orders, judgments, decrees, injunctions and other requirements of any and all Governmental Agencies, now existing or hereafter enacted, adopted, issued or amended from time to time, whether foreseen or unforeseen, ordinary or extraordinary, which may be applicable to the Development Parcel and/or the Improvements or any part thereof, including, but not limited to, the parking facilities surcharge as set forth in Chapter 35, Article X of the Code (2021), as may be amended from time to time (which such surcharge shall be paid in accordance with Chapter 35, Article X, Sec. 35-346 and Chapter 53, Article I, Sec. 53-1(c) of the Code [2021], respectively). 1.9 "Approved Plans and Specifications" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.10 "Approved Special Area Plan" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.11 "Auditor" shall mean a nationally recognized accounting firm, employed at Tenant's sole cost and expense, and approved in writing by the City Manager or his designee, which approval shall not be unreasonably withheld, denied, or conditioned. 1.12 "Award" shall have the meaning ascribed to such term in Section 16.1. 1.13 "Bankruptcy Action" shall mean with respect to any Person (i) such Person filing a voluntary petition under Bankruptcy Law; (ii) the filing of an involuntary petition against such Person under Bankruptcy Law in which such Person colludes, or otherwise assists; (iii) such Person soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Person; (iv) the filing of an involuntary petition against such Person under Bankruptcy Law which is not dismissed within 90 days after commencement; (v) such Person filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Law; (vi) such Person consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for such Person or any portion of the Development Parcel; (vii) such Person making an assignment for the benefit of creditors, or admitting, in writing or in any action, suit or proceeding, its insolvency or 3 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. 1.14 "Bankruptcy Law" shall mean Title 11, United States Code, and any other or successor state or federal statute relating to assignment for the benefit of creditors, appointment of a receiver or trustee, bankruptcy, composition, insolvency, moratorium, reorganization, or similar matters. 1.15 "Base Rent" shall mean Three Million Six Hundred Fifty -Five Thousand and No/100 Dollars ($3,655,000.00) per annum, as such figure may be adjusted pursuant to Section 3.4. In the event of the termination of the Stadium Lease or the expiration of the term thereof, the Base Rent payable by the Tenant under this Lease shall be adjusted upward to equal the Aggregate Minimum Rent Payment. 1.16 `Beneficial Owner" shall have the meaning set forth under the Securities Exchange Act of 1934, Rule 13d-3. 1.17 "Business Day" shall mean a day of the year that is not a Saturday, Sunday or Legal Holiday. 1.18 "Calendar Year" shall mean the twelve (12) month period commencing on January 1st and terminating on December 31st of each year. 1.19 "Capital Transaction" shall mean (A) an assignment of all of Tenant's interest in this Lease, as to all or any portion of the Development Parcel, to another entity that is not Controlled by Tenant or its Record Owners as of the date of such transaction; or (B) (i) a direct or indirect sale, assignment or other transfer of all or part of the membership or other equity or beneficial interests in Tenant or (ii) admission of new members or addition of other equity or beneficial interests in Tenant, either of which results in (x) the Record Owners, collectively, not owning (as of the date of such transaction) fifty percent (50%) or more of the membership or other equity or beneficial interests in Tenant or (y) the Record Owners (as of the date of such transaction) not exercising Control of the Tenant. A Capital Transaction shall not include (i) any assignment of rents pursuant to any financing or refinancing related to the Project, (ii) any Sublease of any portions of the Development Parcel by Tenant, (iii) any grant of any Leasehold Mortgage or other liens to any Lender or any other third party as contemplated in Article 15 herein, (iv) any transfer resulting from foreclosure or deed -in -lieu of foreclosure under a Leasehold Mortgage, (v) any transfer resulting from any Mezzanine Financing (e.g., the pledge or hypothecation of Tenant's direct or indirect equity or ownership interests [whether stock, partnership interest, beneficial interest in a trust, membership interest or other interest of an ownership or equity nature] to secure Mezzanine Financing), or (vi) the exercise of remedies by any Mezzanine Financing Source under 4 any security for Mezzanine Financing. The following costs and expenses shall be excluded when calculating Tenant's gross proceeds from a Capital Transaction: (i) any outstanding debt or loans plus any accrued interest thereon from governmental, institutional, or other lenders owed by Tenant and relating to, or encumbering, the Development Parcel, and (ii) all actual, third -party out-of-pocket transaction costs directly related to such Capital Transaction, including legal and accounting fees and brokerage fees, documentary stamp taxes, and other verifiable governmental taxes and fees (not including income taxes). 1.20 "Certificate of Occupancy" shall have the meaning ascribed to such term in the Construction Administration Agreement. 3.3. 1.21 "Certificate of Payment" shall, have the meaning ascribed to such term in Section 1.22 "Challenge" shall have the meaning ascribed to such term in Section 24.22. 1.23 "Charter" shall mean the Charter of the City of Miami, Florida. 1.24 "Charter Amendment" shall have the meaning ascribed to such term in the recitals to this Lease. 1.25 "City" shall have the meaning ascribed to such term in the introductory paragraph of this Lease. 1.26 "City Attorney" shall mean Victoria Mendez or her successor as City Attorney of the City of Miami, Florida. 1.27 "City Commission" shall mean the City Commission of the City of Miami, Florida. 1.28 "City Manager" shall mean Arthur Noriega or his successor as City Manager of the City, or other administrative head of the City' s government. 1.29 "Claim" shall have the meaning ascribed to such term in Section 8.2(A). 1.30 "Code" shall mean the Code of Ordinances of the City of Miami, Florida, or any other Governmental Agency having jurisdictional authority over the Development Parcel and future development of the Development Parcel. 1.31 "Commencement of Construction" and "Commence(s) Construction" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.32 "Commercial" shall have the meaning ascribed to such term in Section 26.3. 1.33 "Community Benefits Payments" shall mean the Park Fund Contribution and the Baywalk Contribution, as each is defined in the Construction Administration Agreement. 5 1.34 "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. 1.35 "Completion of Construction" and "Complete Construction" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.36 "Compliance Reports" shall have the meaning ascribed to such term in Section 26.5. 1.37 "Construction Administration Agreement" shall have the meaning ascribed to such term in the recitals to this Lease. 1.38 "Construction Rent" shall mean the following: (i) Five Hundred Fifty Two Thousand Five Hundred Dollars ($552,500) per annum during the period commencing on the Construction Rent Date to, but not including, the first anniversary of the Construction Rent Date, (ii) Six Hundred Thirty Seven Thousand Five Hundred Dollars ($637,500) 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) Seven Hundred Twenty Two Thousand Five Hundred Dollars ($722,500) 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) Eight Hundred Seven Thousand Five Hundred Dollars ($807,500) 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. 1.39 "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. 1.40 "Control'.' means the possession, direct or indirect (through one or more intermediaries), of the power or authority to direct or cause the direction of management, policies or activities of a Person, whether through ownership or control of voting securities or beneficial interests, by contract or otherwise. "Controls" and "Controlled" shall have correlative meanings. 1.41 "Cost to Cure" shall have the meaning ascribed to such term in Section 16.1.2. 1.42 "CPI" shall have the meaning ascribed to such term in Section 3.4. 1.43 "Days" or "days" shall mean, except as specifically set forth herein, that (i) any period of time referred to in this Lease of five (5) days or less shall be considered as Business Days; and (ii) any period of time referred to in this Lease of more than five (5) days shall be considered as calendar days (unless specifically stated to the contrary), but if such period ends on a day other than a Business Day, then such period shall automatically be extended until the next Business Day. 1.44 "DE" shall have the meaning ascribed to such term in the recitals to this Lease. 1.45 "Default Notice" shall have the meaning ascribed to such term in Section 15.2(F). 6 1.46 "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. 1.47 "Demanding Party" shall have the meaning ascribed to such term in Section 20.2(A). 1.48 "Development Agreement" shall mean the development agreement approved in conjunction with the Approved Special Area Plan. 1.49 "Development Concept" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.50 "Development Parcel" shall have the meaning ascribed to such term in the recitals to this Lease. 1.51 "Development Sub -Parcel" shall mean each of the sub -parcels identified on the sub -parcel map attached hereto as Exhibit "D" (the "Sub -Parcel Map"), which generally sets forth those sub -parcels of the Development Parcel on which development may occur pursuant to the requirements of Applicable Law. Upon Subleasing any portion of the Development Parcel, which Sublease delegates to such Subtenant the obligation to construct any Improvements and sets forth a legal description for the Subleased parcel, MFP shall amend the Sub -Parcel Map to identify such Subleased portion of the Development Parcel as a separate Development Sub -Parcel on the Sub -Parcel Map; provided, however, if the Sublease includes multiple development parcels, then each such development parcel shall be identified as a separate Development Sub -Parcel on the Sub -Parcel Map. In addition, MFP shall amend the Sub -Parcel Map to reflect any changes to the boundaries of the Development Sub -Parcels, as shown on the Sub -Parcel Map, in connection with the Approved Special Area Plan and any amendments thereto. 1.52 "Disqualified Person" shall mean any Person who, as of the time when the applicable transaction occurs or approval or consent of the City Manager is requested: (i) has had any criminal felony convictions within the immediately preceding ten (10) years; (ii) is named on any Government List; (iii) is on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, Scrutinized Companies that Boycott Israel List, or is engaged in any business operations in Cuba or Syria, as those terms are used and defined pursuant to Sections 287.135, 215.473, and 215.4725, Florida Statutes; (iv) is convicted of a Public Entity Crime or has been placed in the Convicted Vendors List pursuant to Florida Statute 287.133 or a similar law, rule or regulation; (v) holds any position in the City or on any board, trust, agency or other entity created by the City's Charter or Code, or otherwise has a conflict of interest pursuant to City Code Chapter 2, Article V, and Miami -Dade County Code Section 2-11.1; (vi) is a Person who is prohibited by Applicable Law from doing business with the City; (vii) shall have committed a material breach under any lease or other written agreement with Landlord that is uncured; (viii) has been or remains debarred by any federal, state, county, or City, any respective agency thereof, or public school district or special district within the immediately preceding ten (10) years; (ix) has been subject to any voluntary or involuntary bankruptcies or similar proceedings or has had past, present or pending any bankruptcy, assignments for the benefit of creditors, appointment of a receiver for a substantial 7 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. 1.53 "Easement" shall have the meaning ascribed to such term in Section 5.5(A). 1.54 "Encumbrances" shall mean any liens, covenants, interests, obligations, restrictions, easements, encroachments, judgments, claims (including any litigation challenging the City's authority to lease the Development Parcel to Tenant), mortgages or licenses, including, without limitation, Impositions, fines, mechanic's liens and materialman's liens, of any kind or nature affecting or attached to the Development Parcel, together with all items set forth in the Title Commitment Report attached to this Lease as Exhibit "E". 1.55 "Entitlements" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.56 "Environmental Work" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.57 "Escrow Agent" shall mean such federally -insured financial institution as selected by the Landlord. 1.58 "Escrow Agreement" shall have the meaning ascribed to such term in Section 3.5. 1.59 "Event(s) of Default" shall have the meaning ascribed to such term in Section 18.1. 1.60 "Executive Order" shall mean Executive Order No. 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism). 1.61 "Extension Fee" shall mean the amount or amounts required to be paid in connection with the extension of a deadline to Complete Construction as described in Section 5.4(B)(iii). An Extension Fee paid under the Construction Administration Agreement or this Lease does not need to be paid twice. 1.62 "Extension Notice" shall have the meaning ascribed to such term in Section 5.4(B)(i). 1.63 "Extension Option" shall have the meaning ascribed to such term in Section 5.4(B). 1.64 "Facilities Maintenance Agreement" shall have the meaning ascribed to such term in Section 15.7.1. 8 1.65 "Fee Estate" shall mean Landlord's fee simple interest in the Development Parcel, including Landlord's reversionary interest, all subject to this Lease. 1.66 "Fee Mortgage" shall have the meaning ascribed to such term in Section 15.2(M). 1.67 "Force Majeure Event" shall mean any of the following events: (i) natural disasters, such as named storms, fires, floods, freezes, earthquakes and pandemics (but, with respect to pandemics, only if such pandemic results in a government order requiring the complete cessation of activities on the Development Parcel), (ii) wars, terrorist acts, civil disturbances, riots, revolts, insurrections, sabotage, commercial embargoes between countries, attacks, emergencies, and hostilities, (iii) transportation disasters, be they maritime, railroad, air or land, (iv) fires or explosions, or (v) any order from a Governmental Agency that requires the closure of all or a material portion of Miami Freedom Park Commercial Development for reasons outside of the reasonable control of the Tenant. 1.68 "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). 1.69 "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. 1.70 "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 Development Parcel or any aspect of the development or operation of the Miami Freedom Park Commercial Development; provided, however, that such term shall include the City only in its municipal capacity and not its proprietary capacity. 1.71 "Gross Revenue(s)" shall mean all revenue received directly by Tenant as rent or other compensation from any Sublease and, without duplication, all revenue received directly by Tenant from the use of the Miami Freedom Park Commercial Development, including, but not limited to: (1) any revenue from any license or concession granted by Tenant to use any portion of the Miami Freedom Park Commercial Development, (2) any revenue from advertising permitted within the Miami Freedom Park Commercial Development, and (3) any parking revenue generated 9 from within the Miami Freedom Park Commercial Development. The phrase "Gross Revenue" shall not include the following items: (A) the amount of any sales or excise tax levied upon any rental revenue; (B) financing related to Tenant's use or development of the Miami Freedom Park Commercial Development and loan proceeds deriving therefrom; (C) any equity investment permitted under this Lease received by Tenant; (D) sale or assignment of the Lease, collection of insurance proceeds (including proceeds derived from business interruption insurance), collection of eminent domain proceeds, and monies that are collected for events that are done for charities wherein the amounts collected are paid to the charitable sponsor or not -for -profit organizations; (E) amounts received by Tenant as reimbursement of expenses and cost sharing (for example, reimbursement of taxes, insurance, or utility bills or cost sharing arrangements with respect to the maintenance of parking, roads, sidewalks, and landscaping); (F) any grants, subsidies, rebates, credits or other similar benefits received by Tenant from any federal, state, regional, or local body, agency, authority, department or organization; and (G) interest earned on Tenant's deposit accounts, earnings or profits on Tenant's investments, interest income from loans or credit facilities granted by Tenant and similar passive or investment income of Tenant related to Tenant's liquid assets, investments, or loans/credit facilities granted by Tenant. 1.72 "Hard Costs" shall mean all costs and expenses paid by Tenant or its Affiliates or Subtenants to third parties for supplies, materials, labor and profit with respect to the Improvements and do not include engineering, architects' or attorneys' fees or other similar fees or costs. 1.73 "Home Matches" shall have the meaning ascribed to such term in the Non - Relocation Agreement. 1.74 "Hotel(s)" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.75 "IMCF" or "Team" shall mean Inter Miami CF, LLC, a Delaware limited liability company. 1.76 "Impositions" shall mean all taxes, including, but not limited to, ad valorem taxes,. non -ad valorem taxes, special assessments, sales taxes, intangible taxes and other charges, impositions, assessments, fees or any other levies by any Governmental Agency or other entity with appropriate jurisdiction and any and all liabilities (including interest, fines, penalties or additions) with respect to the foregoing. The term "Impositions" shall include, without limitation, franchise fees, excises, license and permit fees, levies, charges and taxes (including ad valorem real estate taxes on the land under the Development Parcel and/or on the Improvements), personal property taxes, bed taxes, sales taxes, fire fees and parking surcharges of any kind now or hereafter enacted, whether general or special, ordinary or extraordinary, foreseen or unforeseen, any of which is properly levied against the Development Parcel and/or Improvements or the uses thereon. 1.77 "Improvements" or "Leasehold Improvements" shall mean the Hotel and Office/Retail Project and any other buildings constructed (or to be constructed) on the Development Parcel, and other structures, facilities or amenities, and all related infrastructure, 10 installations, fixtures, equipment, utilities, site -work and other improvements existing or to be developed upon the Development Parcel. 1.78 Intentionally Deleted. 1.79 "IMS" shall mean Inter Miami Stadium, LLC, a Delaware limited liability company. 1.80 "IMSH" shall mean Inter Miami Soccer Holdings, LLC, a Delaware limited liability company. 1.81 "Indemnified Environmental Matters" shall have the meaning ascribed to such term in Section 8.2(B). 1.82 "Initial Term" shall have the meaning ascribed to such term in Section 2.2(A). 1.83 "Initial Threshold" shall mean the point in time when Tenant certifies in writing to Landlord (with confirmatory documentation) that Tenant or its Affiliates or Subtenants have (i) expended no less than Twenty Million Dollars ($20,000,000) in Hard Costs in connection with the Public Benefits, (ii) commenced vertical construction of the Soccer Stadium Development and delivered to Landlord a good and sufficient payment and performance bond assuring completion of the Soccer Stadium Development, and (iii) delivered to Landlord a good and sufficient payment and performance bond assuring completion of the Environmental Work. 1.84 "Insured Property" shall have the meaning ascribed to such term in Section 8.1.1. 1.85 "Interest" shall have the meaning ascribed to such term in Section 24.12. 1.86 "Landlord" shall have the meaning ascribed to such term in the introductory paragraph of this Lease. 1.87 "Landlord Default" shall have the meaning ascribed to such term in Section 18.5. 1.88 "Landlord Indemnified Parties" shall have the meaning ascribed to such term in Section 8.2(A). 1.89 "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. 1.90 "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. 1.91 "Lease Rent Commencement Date" shall mean the date that is the earliest to occur of (i) the date on which Tenant or IMS receives a Certificate of Occupancy for the Soccer Stadium Development; (ii) the deadline set forth in Section 2.10(B) of the Construction Administration 11 Agreement to Complete Construction of the Soccer Stadium Development; and (iii) the date on which Tenant receives a Certificate of Occupancy for any buildings to be constructed on the Development Parcel, excluding any sales, maintenance or similar facilities controlled by Tenant or its Affiliates. Promptly after the occurrence of the Lease Rent Commencement Date, the Parties shall execute a Confirmation of Lease Rent Commencement Date in form and substance substantially similar to the form attached hereto as Schedule 1.91. 1.92 "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. 1.93 "Leased Fee Value" shall mean the fair market value of the Fee Estate, considered as if unimproved and subject to this Lease. 1.94 "Leasehold Estate" shall mean Tenant's leasehold estate created by this Lease, including all of Tenant's rights and privileges under this Lease. 1.95 "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. 1.96 "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. 1.97 "Legal Holiday" shall mean any day on which the City's administrative offices are closed for business. 1.98 "Lender" shall mean Leasehold Mortgagee and/or Mezzanine Financing Source. 1.99 "List of Proposed Arbitrators" shall have the meaning ascribed to such term in Section 20.2(B). 1.100 "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. 12 1.101 "Material Change(s)" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.102 "Mezzanine Financing" shall mean a loan or equity investment made by the Mezzanine Financing Source to provide financing or capital for the Project or any portion thereof, which shall be subordinate to the first Leasehold Mortgage or other secured lender and may be secured by, inter alia, a mortgage and/or a pledge of any direct or indirect equity or other ownership interests in Tenant or a Subtenant or structured as a preferred equity investment with "mezzanine style remedies," the exercise of which would result in a change of Control. Notwithstanding the foregoing, if a Leasehold Mortgagee takes the pledge of any direct or indirect equity or other ownership interests in Tenant or a Subtenant as additional collateral to secure a loan made by such Leasehold Mortgagee to Tenant or a Subtenant (i.e., in addition to a Leasehold Mortgage), then, for purposes of this Lease, the Leasehold Mortgagee shall have the rights of a Mezzanine Financing Source provided herein with respect to such pledge. 1.103 "Mezzanine Financing Source" shall mean one or several lenders, other providers of debt financing or preferred equity investors providing Mezzanine Financing for the construction or development of any portion of the Project, or any trustee or collateral agent acting for their benefit. 1.104 Intentionally Deleted. 1.105 "Miami Freedom Park Commercial Development" shall mean the Hotel and the Office/Retail Project. 1.106 "Miami Freedom Park Commercial Development Component" shall mean any component of the Miami Freedom Park Commercial Development. 1.107 "MFP" shall have the meaning ascribed to such term in the introductory paragraph of this Lease. 1.108 "MLS" shall mean Major League Soccer, a men's professional soccer league sanctioned by the United States Soccer Federation. 1.109 "Monetary Default" shall have the meaning ascribed to such term in Section 18.1(A). 1.110 "New Tenant" shall have the meaning ascribed to such term in Section 15.2(I). 1.111 "New Title Matters" shall havethe meaning ascribed to such term in Section 28.2. 1.112 "No Further Action Determination" or "NFA Determination" or "NFA" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.113 "Non -Demanding Party" shall have the meaning ascribed to such term in Section 20.2(A). 13 1.114 "Non -Disturbance Agreement" shall have the meaning ascribed to such term in Section 15.3(C). 1.115 "Non -Party Affiliates" shall have the meaning ascribed to such term in Section 24.19. 1.116 "Non -Relocation Agreement" shall mean that certain Non -Relocation Agreement by and among the City, IMCF and MFP executed contemporaneously herewith. 18.1. 1.117 "Nonmonetary Default" shall have the meaning ascribed to such term in Section 1.118 "Notice" shall have the meaning ascribed to such term in Section 21.2. 1.119 "Notice of Non -Payment of Imposition" shall have the meaning ascribed to such term in Section 19.1. 1.120 "OFAC" shall mean the Office of Foreign Assets Control. 1.121 "Office/Retail Project" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.122 "Option" or "Options" shall have the meaning ascribed to such term in Section 1.123 "Parent Tract" shall have the meaning ascribed to such term in the recitals to this 1.124 "Park Site Development" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.125 "Park Site Development Completion" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.126 "Parking" shall have the meaning ascribed to such term in Section 7. 1.127 "Partial Taking" shall have the meaning ascribed to such term in Section 16.1.2. 1.128 "Partial Taking Termination Date" shall have the meaning ascribed to such term in Section 16.3. 1.129 "Parties" or "Party" shall have the meaning ascribed to such term in the introductory paragraph of this Lease. 1.130 "Percentage Rent" shall have the meaning ascribed to such term in Section 3.1.2. 1.131 "Permit" shall have the meaning ascribed to such term in the Construction Administration Agreement. 2.2(B). Lease. 14 1.132 "Permitted Uses" shall mean the Hotel(s) and Office/Retail Project, and those uses permitted by the Approved Special Area Plan or otherwise approved in writing by the City Manager, to the extent not in violation of the Charter Amendment or Referendum. 1.133 "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. 1.134 "Personal Property" shall mean any and all items of personal property which are: (i) located on the Development Parcel and/or the Improvements but not permanently attached thereto and incorporated therein; and (ii) any and all trade fixtures (i.e., fixtures which can be removed without permanently defacing or materially injuring any of the Improvements) located on the Development Parcel and/or the Improvements. 1.135 "Phase" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.136 "Phase 1" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.137 "Phase 2" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.138 "Phase 3" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.139 "PLL Insured Matters" shall have the meaning ascribed to such term in Section 8.1.2(C). 1.140 "PLL Policy" shall have the meaning ascribed to such term in Section 8.1.2(C). 1.141 "PILOT" shall have the meaning ascribed to such term in Section 4.6. 1.142 "Pollution Conditions" shall have the meaning ascribed to such term in Section 8.2(B). 1.143 "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 Development 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 Development Parcel subject to DE's occupancy of the Parent Tract as permitted in this Section 1.143, either Party may terminate this Lease by providing written notice thereof to the other within thirty (30) days following the expiration of such nine (9) 15 month period, in which event the Security Deposit shall be returned to Tenant and neither Party shall have any further rights or obligations hereunder. If neither Party shall elect to so terminate this Lease within such thirty (30) days, each Party shall be deemed to have waived such right. 1.144 "Prohibited Uses" shall mean those listed on Exhibit "F". 1.145 "Project" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.146 "Proposed Arbitrators" shall have the meaning ascribed to such term in Section 20.2(B). 1.147 "PSA" shall have the meaning ascribed to such term in the recitals to this Lease. 1.148 "Public Benefits" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.149 "Public Infrastructure" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.150 "Public Park Parcel" or "Park" shall mean the property intended for the development of a public park and legally described in Exhibit "G". 1.151 "Record Owners" shall mean (i) any equity holder of Tenant, and any Beneficial Owner thereof, at the time of commencement of vertical construction of Phase 1, or (ii) if a Capital Transaction has occurred, any equity holder of Tenant, and any Beneficial Owner thereof, immediately following such Capital Transaction. 1.152 "Referendum" shall have the meaning ascribed to such term in the recitals to this Lease. 1.153 "Release" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.154 "Repairs" shall have the meaning ascribed to such term in Section 10.1(A)(vi). 1.155 "Rent" shall mean Annual Rent or Construction Rent, as applicable, and any other additional rent or sums of any kind or nature owing or which may be owing from Tenant to Landlord pursuant to the provisions of this Lease. 1.156 "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). 1.157 "Sanctions" shall mean economic sanctions administered by OFAC, the U.S. Department of State, or any other applicable economic sanctions authority. 16 1.158 "SAP Approval Date" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.159 Intentionally Deleted. 1.160 Intentionally Deleted. 1.161 Intentionally Deleted. 1.162 Intentionally Deleted. 1.163 "Secured Indebtedness" shall have the meaning ascribed to such term in Section 15.2(C). 1.164 "Security Deposit" shall mean the sum of Three Million Six Hundred Fifty -Five Thousand and No/100 Dollars ($3,655,000.00). 1.165 "Signage" shall mean all signage (whether permanent or temporary) in or on the Development Parcel, including scoreboards, digital displays, jumbotron or other replay screens, banners, fascia boards, displays, message centers, advertisements, digital displays, and marquee signs, and other signs. 1.166 "Soccer Stadium Development" shall have the meaning ascribed to such term in the recitals to this Lease. 1.167 Intentionally deleted. 1.168 "Stadium" shall have the meaning ascribed to such term in the recitals to this Lease. 1.169 "Stadium Lease" shall have the meaning ascribed to such term in the recitals to this Lease. 1.170 "Stadium Parcel" shall have the meaning ascribed to such term in the recitals to this Lease. 1.171 "Stadium Rent" shall mean the amount of rent payable by Tenant under the Stadium Lease. 1.172 "Sublease" shall have the meaning ascribed to such term in Section 15.3(A). 1.173 "Sub -Parcel Map" shall have the meaning ascribed to such term in Section 1.51. 1.174 "Subtenant" shall have the meaning ascribed to such term in Section 15.3(A). 1.175 "Taking" shall have the meaning ascribed to such term in Section 16.1. 17 1.176 "Temporary Taking" shall have the meaning ascribed to such term in Section 16.5. 1.177 "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. 1.178 "Term" or "Lease Term" shall have the meaning ascribed to such term in Section 2.2(B). 1.179 "Title Commitment Report" means that certain leasehold owner's title insurance commitment with respect to the Development Parcel prepared by the Title Company bearing number 21093394 and having an effective date of January 13, 2023 at 8:00 a.m. and attached hereto as Exhibit "E". 1.180 "Title Company" shall mean Old Republic National Title Insurance Company. 1.181 "Total Taking" shall have the meaning ascribed to such term in Section 16.1.1. 1.182 "Unavoidable Delays" shall have the meaning ascribed to such term in the Construction Administration Agreement. 1.183 "Unmitigated Damages" shall have the meaning ascribed to such term in Section 16.1.2. 1.184 "Utility Facilities" shall have the meaning ascribed to such term in Section 9.4.2. 1.185 "Work" shall mean all work to be performed by Tenant under this Lease, including any repairing, restoring, removing, or replacing of the Improvements or Public Benefits. ARTICLE 2 DEVELOPMENT PARCEL, GENERAL TERMS OF LEASE AND SURRENDER 2.1 Lease of the Development Parcel. (A) Upon and subject to the conditions and limitations set forth in this Lease and any of the Ancillary Agreements, and all other agreements incorporated herein, and for and in consideration of the rents, covenants, agreements specified herein and the rights reserved unto Landlord, its successors and assigns set forth herein, Landlord does hereby lease and demise unto Tenant, and Tenant does hereby take and hire, the Development Parcel, to have and to hold the same unto Tenant, for the Term. Tenant hereby acknowledges, agrees and accepts that Landlord has not conducted, and will not conduct, any title or survey review of the Development Parcel, and that Tenant shall accept any and all title and survey matters relating to the Development Parcel in their current "as -is" condition, including, without limitation, all matters set forth in the Title Commitment Report and all recorded Encumbrances, but without limiting the terms and conditions set forth in Article 28. Subject to the foregoing, on the Possession Date, Landlord shall deliver exclusive possession of the Development Parcel to Tenant, at which time Tenant shall take 18 possession thereof. Promptly after the occurrence of the Possession Date, the Parties shall execute a Confirmation of Possession Date in form and substance substantially similar to the form attached hereto as Schedule 2.1. (B) Tenant shall have the right to construct, or contract with others to cause construction of, the Improvements in a manner consistent with the Development Concept and in accordance with the Construction Administration Agreement. From and after the Possession Date, Tenant shall have the right to relocate easements and utility lines within the Parent Tract, including the Development Parcel, at Tenant's expense, if necessary for the development of the Development Parcel, such relocation to be done with the consent and cooperation of Landlord, not to be unreasonably withheld, conditioned or delayed, and subject to the consent of the applicable utility company or other party in whose favor such easement runs (which consent shall be obtained by Tenant). 2.2 Term of Lease. (A) Initial Term. The initial term of this Lease shall commence on the Lease Commencement Date and terminate on the last day of the thirty-ninth (39th) Lease Year following the Lease Commencement Date, unless earlier terminated as provided for herein (the "Initial Term"). Promptly after the occurrence of the Lease Commencement Date, the Parties shall execute a Confirmation of Lease Commencement Date in form and substance substantially similar to the form attached hereto as Schedule 2.2. (B) Renewal Options. Provided that (i) there exists no Event of Default as of the time of Tenant giving notice under this Section 2.2(B) or at the time of commencement of an Option, (ii) Tenant or IMS has received a Certificate of Occupancy for the Soccer Stadium Development prior to the Tenant giving notice under this Section 2.2(B), (iii) MFP has achieved Park Site Development Completion prior to the Tenant giving notice under this Section 2.2(B), and (iv) Tenant has completed the Environmental Work (and, to the extent not included in the definition of Environmental Work, obtained the NFA), prior to the Tenant giving notice under this Section 2.2(B), Tenant shall have the right to exercise two (2) options (each an "Option" and collectively, the "Options") to extend the Initial Term, the first Option for a period commencing upon the conclusion of the Initial Term and ending on the last day of the sixty-ninth (69th) Lease Year and the second Option for a period beginning upon the conclusion of the first Option and ending on the last day of the ninety-ninth (99th) Lease Year. Tenant shall provide written notice to Landlord that it is exercising the first Option (i) no later than five hundred seventy (570) days, and (ii) no earlier than nine hundred thirty-five (935) days prior to the expiration of the Initial Term; 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 19 to Landlord of its election not to exercise such Option(s) in accordance with this Section 2.2(B), Tenant shall lose all such Option(s) and waives all right to renew and shall have no recourse against Landlord for such loss. If Tenant does not exercise such Option(s) in accordance with this Section 2.2(B), but does exercise the option to renew the Stadium Lease, the Base Rent under this Lease shall be added to the rent due under the Stadium Lease and the sum of the two shall become an obligation thereunder. During any such Option term, the terms, covenants and conditions of this Lease shall remain unmodified and in full force and effect, except for any options that have been previously exercised (all of which expire upon exercise or lapse of any such option) and any such terms, covenants or conditions that are no longer applicable. The Initial Term plus the term of any Option exercised shall collectively be referred to in this Lease as the "Term" or the "Lease Term". (C) Tenant's Right to Terminate. In addition to any other rights Tenant has hereunder, Tenant shall have the right to terminate this Lease if (i) 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 IMSH have not received the Entitlements for the Soccer Stadium Development; provided, however, that Tenant may not terminate this Lease as aforesaid unless it simultaneously therewith terminates the Stadium Lease. Tenant must exercise its rights pursuant to this Section 2.2(C) by delivering written notice to the Landlord of such exercise within sixty (60) days after the date on which the applicable deadline expires. In such event, (i) Tenant shall ensure that all areas of the Parent Tract that were disturbed as a result of Tenant's activities are capped with clean fill or other material in accordance with Environmental Law (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 Development Parcel and not incorporated therein may be removed by Tenant within thirty (30) days thereafter and retained by Tenant). In the event that Tenant terminates this Lease in accordance with the provisions of this Section 2.2(C), and Tenant has commenced vertical construction of any individual building which constitutes a portion of the Improvements, then if requested by Landlord: (i) Tenant shall demolish the partially constructed building(s), (ii) Tenant shall restore the remainder of the Development Parcel upon which the applicable partially constructed building is located to its condition substantially equivalent to its condition as of the Lease Commencement Date, (iii) Tenant shall assign to Landlord, if necessary, any payment and performance bonds and any warranties pertaining to the partially constructed building, but only to the extent assignable, (iv) Tenant shall remove of record any liens, if any, against the Fee Estate, (v) Tenant shall obtain releases and lien waivers from all suppliers of labor and/or materials with respect to any work completed prior to the date of termination, and (vi) Tenant shall ensure that all areas of the Parent Tract that were disturbed as a result of Tenant's activities are capped with clean fill or other material in accordance with Environmental Law, and with respect to stormwater management, the areas of the Parent Tract that are disturbed shall be restored to the substantial equivalent of their pre -disturbance condition in accordance with Environmental Law. Provided that Tenant satisfies its obligations under the immediately preceding sentence, Landlord will release the Security Deposit and, to the extent unrelated to any partially complete work on the Parent Tract, any and all bonds, including 20 any payment and performance bonds, provided in connection with the Improvements. In the event Tenant shall terminate this Lease pursuant to the provisions of this Section, Tenant shall be obligated to terminate any Sublease, license, concession, or other grant of other similar occupancy rights with respect to the Development Parcel in effect as of the date of Tenant's termination of this Lease. (D) Expiration or Termination/Surrender. At the expiration or earlier termination of the Term: (a) the Development Parcel shall revert to Landlord; (b) subject to any applicable Non -Disturbance Agreements executed by Landlord, Tenant shall demolish all or such portion of the Improvements thereon as Landlord may request in writing before the expiration or earlier termination of the Lease; (c) Tenant shall deliver the balance of the Improvements and the Development Parcel to Landlord as maintained in the condition required under this Lease, reasonable wear and tear excepted; (d) all Improvements remaining on the Development Parcel (except Tenant's or any Subtenant's Personal Property) shall become the property of Landlord at no cost or expense to Landlord; and (e) Tenant shall execute such deeds, assignments, bills of sale or other documents or instruments as reasonably required by Landlord to transfer all of the Miami Freedom Park Commercial Development and related items back to Landlord. (E) Landlord Rights Upon Holding Over. At the expiration of the Term, or any earlier termination of this Lease, Tenant shall yield up immediate possession of the Development Parcel and the Improvements to Landlord. In the event that Tenant fails to do so, then in addition to such other rights and remedies as Landlord may have, Tenant shall pay to Landlord for the whole time such possession is withheld beyond the date of expiration or termination of this Lease, a sum per day equal to One Hundred Fifty Percent (150%) times 1/365th of the Rent paid or payable to the Landlord for the immediately preceding Lease Year. Such payment shall not, however, be deemed to grant further possessory rights to Tenant. (F) Force Majeure Event. A Force Majeure Event shall not be applicable to Tenant's obligations (i) to pay Rent and Impositions and all other amounts due to Landlord under this Lease, (ii) to surrender the Development Parcel at the end of the Lease Term, (iii) to maintain insurance, (iv) to comply with its representations and warranties under this Lease, 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 practicable, give notice to the other Party in writing of the causes thereof, articulating the measures the non -performing or delayed Party intends to take to mitigate such Force Majeure Event. Neither Party shall be liable for loss or damage, or deemed to be in default hereof, due to any such Force Majeure Event. For avoidance of doubt, the Tenant may not claim both an Unavoidable Delay and a Force Majeure Event related to the same facts and circumstances. 21 ARTICLE 3 RENT 3.1 Annual Rent. 3.1.1 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) of the Stadium Lease, then the amount of the Construction Rent shall increase to $850,000 for such twelve (12) month period (subject to proration upon achieving the Lease Rent Commencement Date pursuant to Section 3.2). 3.1.2 Rent after Construction Period. Commencing on the Lease Rent Commencement Date through the end of the Term, Tenant covenants and agrees to pay to Landlord each Lease Year rent (the "Annual Rent") equal to the greater of: (i) Base Rent; or (ii) six percent (6%) of all Gross Revenues (the "Percentage Rent"). Computation of the amount of Percentage Rent specified herein shall be made separately with regard to each Lease Year, it being understood and agreed that the calculation of the Gross Revenues of any Lease Year and the Percentage Rent due thereon shall have no bearing on, or connection with, the Gross Revenues of any other Lease Year. 3.2 Payment of Construction Rent and Base Rent. Commencing on the Construction Rent Date (as to Construction Rent) and on the Lease Rent Commencement Date (as to Base Rent), and thereafter on the first day of each quarter of each Lease Year, Tenant shall pay the Construction Rent and Base Rent to Landlord in advance in lawful United States currency in equal quarterly installments equal to one-fourth (1/4) of the Construction Rent or Base Rent, as applicable, for that Lease Year. If the 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 Base Rent, as applicable, for the period from such date until the first day of the following quarter shall be prorated accordingly. The Rent shall be payable to City of Miami 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 Percentage Rent Calculated for Final Determination. On or before March 30th of each Calendar Year, Tenant shall deliver to the City an audited statement in accordance with Section 3.9 below, prepared by the Auditor, that includes (i) a calculation of Gross Revenues for the immediately preceding Calendar Year and a calculation of the amount payable, if any, to the Landlord pursuant to Section 3.1 for the immediately preceding Calendar Year (the "Certificate of Payment"), and (ii) payment for the amount payable (if any) to the Landlord as set forth in the Certificate of Payment, together with any applicable sales or other tax thereon. 22 3.4 Adjustment of Base Rent Payment. (A) Commencing with the Lease Year after the date on which the Lease Rent Commencement Date occurs and for each additional anniversary thereafter, the Base Rent amount will be adjusted by the percentage increase from the prior year in the annual National Consumer Price Index ("CPI") for all Wage Earners & Clerical Workers, U.S. City Average (All items: 1982- 84=100) issued by the U.S. 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 Base Rent and (ii) no such increase shall be less than two percent (2%) or greater than four percent (4%) of the Base Rent applicable for the preceding Lease Year. If the Base Rent payable by Tenant for the period between the Lease Rent Commencement Date and the first day of the following quarter was prorated pursuant to Section 3.2, the adjustment of Base Rent for the next Lease Year shall be made as if there has been no such proration. (B) If any such CPI adjustment is to be made, then Landlord shall notify the Tenant in writing of the amount of the adjusted Base Rent amount for the applicable Lease Year commencing on the date of the adjustment, and if Landlord fails to so notify the Tenant prior to the commencement of such Lease Year, Tenant shall continue paying the previously applicable Base Rent amount until such time as notification in writing of the appropriate adjustment in the Base Rent amount, and within thirty (30) days thereafter, Tenant shall pay Landlord any deficiency in the Base Rent amount otherwise paid by Tenant prior to such notification. If CPI is discontinued during the Term and there is no successor index, "CPI" shall mean such other index as Landlord shall reasonably determine as replacing such index. 3.5 Security Deposit. Tenant shall deliver the Security Deposit to Escrow Agent by wire transfer simultaneously with its execution of this Lease. The Security Deposit shall provide security for the faithful performance by Tenant of all of the provisions of this Lease to be performed or observed by Tenant. Any Security Deposit held by Escrow Agent shall be held in an interest -bearing account in accordance with an Escrow Agreement at no cost to the City and in form and substance to be 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 23 regard to any cure period) until the date paid. Such interest payment shall not be deemed consent by Landlord to late payments, nor a waiver of Landlord's right to insist upon timely payments at any time, nor a waiver of any right or remedies to which Landlord is entitled as a result of the late payment. 3.7 Rent To Be Without Deduction/Net Lease. (A) Tenant shall pay all Rent without offset, defense, claim, counterclaim, reduction, or deduction of any kind whatsoever. Landlord shall not be called upon or be required or responsible to make any expenditure for the maintenance, repair, replacement, remediation (subject, however, to the terms of Article 4 of the Construction Administration Agreement), or preservation of all or any portion of the Development Parcel. Tenant's obligations to pay Rent are covenants independent of Landlord's obligations under this Lease. (B) Unless otherwise expressly provided in this Lease, all monetary obligations of Tenant to Landlord under this Lease, of any type or nature, other than Annual Rent and Construction Rent, shall be denominated as additional rent. Except as otherwise provided, all additional rent payments are due ten (10) days after delivery of an invoice. Landlord shall have the same rights and remedies for defaults in the payment of additional rent as provided in this Lease for defaults in the payment of Annual Rent and Construction Rent. (C) Tenant shall, contemporaneously with payment of Rent, pay to Landlord any sales, use, or other tax (excluding state and federal income tax) now or hereafter imposed on any Rent due under this Lease. Without limiting the foregoing, Tenant shall pay any applicable sales tax, documentary stamp taxes and/or intangible taxes or any applicable tax now or hereafter imposed that is payable, owed, claimed, assessed or due in connection with this Lease (including any Rent payments) and will indemnify, defend (at its sole cost and expense), and hold Landlord harmless from and against any claims relating to the payment, imposition or collection of such taxes, including attorneys' fees incurred by Landlord. 3.8 Records of Gross Revenues. (A) Maintenance of Records. During the Lease Term, Tenant shall maintain and keep, or cause to be maintained and kept at the Development Parcel, a full, complete and accurate record and account of all Gross Revenues (on an accrual basis) arising or accruing by virtue of the subleasing of portions of the Development Parcel as permitted hereunder, together with audited annual financial statements, federal and state (if applicable) income tax returns, Florida sales tax returns and other returns or evidence reasonably acceptable to Landlord of the payment of all other required Impositions, statements of revenues and fees charged, Subleases entered into by Tenant with respect to the Miami Freedom Park Commercial Development, bank statements and deposit slips, cash receipt journals, general ledgers and any other appropriate documentation as may be reasonably required by generally accepted accounting practices for the leasing of real property. (B) Availability of Records for Inspection. At all times during the Lease Term, upon providing fourteen (14) days' prior written notice to Tenant, all then existing records 24 and accounts and all other supporting records which are located at the Development Parcel pursuant to this Section 3.8 shall be available for inspection and audit by Landlord and its duly authorized agents or representatives during the hours of 8:00 a.m. to 5:00 p.m., each Business Day. All such records and accounts shall be in accordance with generally accepted accounting principles. (C) Required Period for Preserving Records. Tenant shall keep and preserve, or cause to be kept and preserved, the records described in Subsection 3.8(A) above for not less than sixty (60) months after the payment of the Percentage Rent due under the terms hereof to which such records relate. For the same period of time, Tenant shall also retain copies of all sales and tax returns covering its operations at the Development Parcel, and any other governmental tax or other returns which show Tenant's sales therein, and shall, upon demand, deliver photographic copies or computer disks thereof (or other electronic form then commonly used) to Landlord at no cost to Landlord. (D) Cooperation. Tenant shall cooperate with Landlord's internal auditors (or such other auditors designated by Landlord) in order to facilitate Landlord's examination of records and accounts. Tenant shall allow Landlord or Landlord's auditors to inspect all or any part of the compilation procedures for such records and accounts. Such inspection shall be reasonable but may be made at the sole discretion of Landlord. 3.9 Audit. (A) Audit by Tenant. Tenant shall deliver or cause to be delivered within one hundred eighty (180) days after the end of each Lease Year to Landlord's Department of Real Estate and Asset Management, currently located at 444 SW 2 Avenue, Suite 325, Miami, Florida 33130, audited financial statements for such Lease Year, prepared and certified by the Auditor. Such Auditor shall certify that: (i) it made a complete examination of the books, state sales tax returns, and federal income tax returns of Tenant; and (ii) such statement is prepared in accordance with generally accepted accounting principles and practices and represents the Gross Revenues of Tenant for the period indicated therein (on an accrual basis). Within twenty (20) days after the delivery of such audited statements, Tenant shall pay to Landlord any unpaid balance of the Annual Rent or underpayment of Percentage Rent, if any. Landlord shall credit any overpayments, if any, towards next accruing Annual Rent installments. (B) Landlord's Remedies for Failure to Deliver Audit. In the event Tenant fails to prepare or deliver the required audited financial statements to Landlord within the time set forth in subparagraph 3.9(A) above, Landlord, upon thirty (30) days' written notice to Tenant, may cause an audit and/or accounting pursuant to the provisions of this Lease to be made by any auditor of Landlord's choosing at the sole cost and expense of Tenant. Such audit shall be binding on Tenant. Tenant shall pay the reasonable cost of such audit within thirty (30) days of receipt of an invoice for same. (C) Audit by Landlord. In addition to the audit rights specified in subparagraph 3.9(A) above, Landlord shall have the right, upon fifteen (15) days' prior written notice to Tenant, to cause a complete audit by a nationally recognized auditor and/or City's 25 Independent Auditor General (as appointed pursuant to Section 2-66 of the Code) to be made of the accounting records of Tenant in connection with the subleasing of portions of the Development Parcel for the period covered by any Percentage Rent statement furnished by Tenant to Landlord. Any such audit shall be made at Landlord's sole cost and expense and must be completed within eighty-four (84) months of Tenant's delivery of such applicable Percentage Rent statement to Landlord. If such audit shall disclose an underpayment of Annual Rent, Tenant shall pay Landlord any unpaid balance within thirty (30) days of receipt of notice from Landlord that such balance is due. If such audit shall disclose an overpayment, Landlord shall credit such overpayment towards next accruing Annual Rent installments. (D) Continuing Right to Examine. The acceptance by Landlord of payments of Percentage Rent shall be without prejudice to Landlord's right to conduct an examination of Tenant's financials pertaining to its calculations of Gross Revenues and any other items required by the City's Independent Auditor General in order to verify the amount of annual Gross Revenues made by Tenant in and from the Development Parcel. Neither the receipt by Landlord of any statement or any payment of Percentage Rent for any period, nor the failure of Landlord to make any audit for any such period shall bind Landlord as to the correctness of any statement or payment, bar Landlord from collecting at any time thereafter the correct Percentage Rent due for such period. Notwithstanding the foregoing, Landlord shall not re-examine an accounting period which has previously been audited or go back beyond thirty-six (36) months, unless it has reasonable cause to do so, such as discovery of new information, existence of possible inaccuracies, and/or governmental requirements, etc. 3.10 Lien for Rent; Subordination of Lien on Personal Property. As security for Tenant's obligation to pay the whole amount of the Rent, and each and every installment, and the amount of all Impositions paid by Landlord under the provisions of this Lease, and all costs and reasonable attorneys' fees which may be incurred by Landlord in enforcing the provisions of this Lease or in carrying out any of the provisions of this Lease, Landlord shall have a valid lien upon the Improvements, which lien may be enforced by all remedies available at law and in equity. Notwithstanding the foregoing, Landlord agrees to subordinate such lien rights to the lien of any secured party (a "Personal Property Lien") in connection with the financing of any furniture, equipment or other personal property located in the Development Parcel. To the extent Landlord may have a lien on or security interest in any such property pursuant to this Lease, by law or otherwise, Landlord hereby agrees to subordinate its lien to the holder of a Personal Property Lien. At Tenant's sole cost and expense, Landlord shall, at any time and from time to time, within ten (10) business days of receipt of written request thereof, execute, acknowledge and deliver to Tenant and Tenant's lender a commercially reasonable written agreement subordinating Landlord's lien and providing the lender with access to such property in connection with Personal Property Lien transaction. ARTICLE 4 PAYMENT OF TAXES AND ASSESSMENTS 4.1 Tenant's Obligation for Impositions. Tenant shall pay or cause to be paid all Impositions when and as due and payable (and in all events before any fine, penalty or interest 26 may be added thereto), including, but not limited to, any real estate tax, sales and/or use tax, ad valorem tax, non -ad valorem tax, intangible tax, any other tax enacted by general law and applicable to operations or leasehold or similar Impositions, which at any time during the Term of this Lease are due and owing or have been, or which may become, a lien on the Development Parcel or the Improvements or the Easement or any easements located on or adjacent to the Parent Tract and benefitting the Development Parcel (but with respect to such easements, including the Easement, only to the extent the Imposition is attributable to the use by Tenant); provided, however, that: (A) If any Imposition (for which Tenant is liable hereunder) may by law be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), at the option of Tenant, Tenant may pay the same in installments, including any accrued interest on the unpaid balance of such Imposition, provided that Tenant shall pay those installments which are to become due and payable after the expiration of the Term, but which relate to a fiscal period fully included in the Term. (B) If any Imposition for which Tenant is liable hereunder relating to a fiscal period, a part of which period is included within the Term and a part of which is included in a period of time after the expiration or termination of the Term, such Imposition shall be adjusted between Landlord and Tenant as the case may be, as of the expiration or termination of the Term so that Tenant shall pay only that portion of such Imposition that is applicable to the period of time prior to expiration or termination of the Term, and Landlord shall pay the remainder thereof if it is otherwise obligated to do so. (C) If any Imposition attributable to the period prior to the Possession Date or after the expiration or earlier termination of the Term, it shall be the sole responsibility and obligation of Landlord. (D) Nothing herein shall be interpreted to mean that there are any Impositions applicable to the Development Parcel or any portions of the Improvements owned by the City. (E) If any Imposition is imposed on Landlord (for which Tenant is liable hereunder), Tenant shall, upon Landlord's demand therefor, pay such Imposition to Landlord or the taxing authority, as directed by Landlord. 4.2 Contests. Upon prior written notice to City, Tenant shall have the right to contest, at its sole cost, by appropriate legal proceedings diligently conducted in good faith, the amount or validity, in whole or in part, of any Imposition for which Tenant is or is claimed to be liable (a "Contest"). 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 27 credit, or other security reasonably satisfactory to Landlord (the "Contest Security") equal to the reasonably estimated amount of such lien, charge, or other liability. (B) No Forfeiture. Such deferral will not place the Fee Estate in material danger of being forfeited or lost. (C) No Cost to Landlord. The prosecution of every Contest shall be without cost, liability, or expense to Landlord. (D) No Event of Default. No Event of Default shall exist under this Lease at the time of such Contest. (E) Payment. If required for such Contest, Tenant shall have paid the Imposition or other required sum. (F) No Tax Deed. If, at any time, payment of any Imposition is necessary to prevent the imminent (i.e., within 30 days) delivery of a tax deed of the Fee Estate for nonpayment, then Tenant shall pay or cause to be paid the sums in sufficient time to prevent delivery of such deed. (G) Named Parties. If Landlord has been named as a party in any action, then Tenant shall cause Landlord to be removed as such party and Tenant substituted in Landlord's place, if permissible under the circumstances; however, if, in order to prosecute a Contest, the Landlord must, as a matter of law, be a named party to such proceeding or the failure to include the Landlord would materially and negatively impact the prosecution of such Contest, then Landlord will consent to being a party to such action and reasonably cooperate with the Tenant on such prosecution so long as Tenant complies with the Contest Conditions. 4.3 Miscellaneous. Tenant shall be entitled to any refund of any Impositions (and penalties and interest paid by Tenant), to the extent attributable to the periods during the Term, whether such refund is made during or after the Term. When Tenant concludes Tenant's Contest of any Impositions, Tenant shall pay the amount of such Impositions (if any) as has been finally determined in such Contest to be due, to the extent attributable to periods during the Term, and any costs, interest, penalties, or other liabilities in connection with such Impositions. 4.4 Contest Security. Landlord shall promptly release any Contest Security to Tenant after the Contest has been resolved and Tenant has performed its obligations and made all required payments, if any, as determined by such resolution. Landlord shall hold the Contest Security in the same manner as the Security Deposit. 4.5 Sales Tax During Construction. If requested by Tenant during construction of the Development Parcel, Landlord and Tenant shall take all reasonable steps, at Tenant's sole cost and expense, to establish and maintain any applicable exemptions from Florida sales and use tax for items of tangible personal property and taxable services used to construct the Improvements. 4.6 Payment in Lieu of Taxes. Tenant shall pay Landlord an annual payment in lieu of taxes ("PILOT") during any period after the Possession Date that the Development Parcel and 28 Improvements is deemed exempt from ad valorem taxes in an amount equal to the last year's taxes payable to City of Miami (or any other governmental body or agency making a claim upon City of Miami for its portion of such taxes) prior to the exempt status. The PILOT will increase on each anniversary of the Lease Commencement Date at a rate equal to the lesser of three percent (3%) or the positive change in the CPI, as calculated pursuant to Section 3.4. If Tenant is required to pay ad valorem taxes on any portion of the Development 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 Miami Freedom Park Commercial Development. Tenant shall cause the Miami Freedom Park Commercial Development to be constructed on the Development Parcel substantially in accordance with the Construction Administration Agreement and the Development Concept and within the timelines set forth therein. From and after the completion of any of the Improvements, Tenant shall not use or operate any of such completed Improvements, during the Term, for any use other than the Permitted Uses. 5.2 Construction Cooperation. Tenant acknowledges, accepts and agrees that the City's execution of this Lease as Landlord is solely with respect to City' s ownership of the Fee Estate. In no event shall the terms of this Section 5.2 or any other provision in this Lease or any provision in any of the Ancillary Agreements ever bind the City to issue any Permit acting in its regulatory capacity. 5.3 Tenant's Facilities to be Constructed at No Cost to City. Notwithstanding anything herein to the contrary, Landlord shall not be responsible for any costs and expenses associated with or related to the Improvements contemplated for the Development Parcel, including, but not limited to, the design, development, construction, capital replacement, operation and/or maintenance of the Soccer Stadium Development. To the extent that Tenant seeks federal or state economic incentives for the construction and development of the Improvements, the City shall not be responsible for any matching contribution which may be required as part of such economic incentives. 5.4 Termination Rights by City for Failure to Commence Construction or Complete Construction/Extension Options. (A) Termination Rights of City for Failure to Commence Construction or Complete Construction. 29 (i) In the event Tenant fails to Commence Construction of the Environmental Work and Stadium by the Commencement of Construction Deadline (as defined in Section 2.10(B) of the Construction Administration Agreement) (but subject to, to the extent applicable, the provisions thereof as to Unavoidable Delays), such failure shall be deemed an Event of Default, and Landlord will have, as its sole and exclusive remedy under this Lease with respect to such Event of Default, the right to (u) terminate this Lease and the Stadium Lease, (v) take possession of the Development Parcel and Stadium Parcel; (x) retain the Security Deposit under this Lease and the Stadium Lease; (y) retain any portion of the Community Benefits Payments paid to the City prior to the date on which the City terminates this Lease, and (z) recover from Tenant any unpaid portion of the Community Benefits Payment that had become due under Section 3.5 of the Construction Administration Agreement, but not paid by Tenant prior to the date it was due. (ii) In the event Tenant (or its Subtenant under the Stadium Lease) fails to Complete Construction of the Public Benefits by the deadline set forth in Section 2.10 (B) of the Construction Administration Agreement (but subject to, to the extent applicable, the provisions thereof as to Unavoidable Delays and the provisions for Extension Options in Section 5.4(B) of this Lease and for extension option(s) in Section 5.4(C) of the Stadium Lease), such failure shall be deemed an Event of Default, and Landlord will have, as its sole and exclusive remedy under this Lease with respect to such Event of Default, the right to (u) terminate this Lease and Stadium Lease; (v) take possession of the Development Parcel and Stadium Parcel; (w) retain the Security Deposit under this Lease and the Stadium Lease; (x) retain any portion of the Community Benefits Payments paid to the City prior to the date on which the City terminates this Lease, and (y) recover from Tenant any unpaid portion of the Community Benefits Payment that had become due under Section 3.5 of the Construction Administration Agreement, but not paid by Tenant prior to the date it was due. (iii) In the event Tenant fails to Complete Construction of any of the Phases by the applicable deadlines set forth in Section 2.10(D) of the Construction Administration Agreement (but subject to, to the extent applicable, the provisions thereof as to Unavoidable Delays and the Extension Options provisions in Section 5.4(B) of this Lease), such failure shall be deemed an Event of Default under this Lease and upon the occurrence of such Event of Default: (x) Tenant's possession and leasehold estate with respect to any Development Sub -Parcel upon which Tenant shall have failed to Complete Construction shall automatically terminate and be deemed forfeited (the "Forfeited Leasehold Estate and Property") and (y) to the extent such failure relates to the failure to Complete Construction of Phase 1 by the required deadline, Tenant shall also pay to Landlord the amount of One Million Dollars ($1,000,000) as agreed upon liquidated damages. THE PARTIES HAVE DETERMINED THAT IF TENANT BREACHES THIS AGREEMENT BY FAILING TO COMPLETE PHASE 1 BY THE REQUIRED DEADLINE, THE DAMAGES TO LANDLORD WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE AFORESAID $1,000,000 AMOUNT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH LANDLORD WILL INCUR AS A RESULT OF SUCH FAILURE. For avoidance of doubt, the occurrence of such Event of Default shall not result in the Tenant receiving any partial or complete reimbursement of the Community Benefits Payments delivered to the Landlord pursuant to the terms of the Construction Administration Agreement or otherwise. Although the provisions of this Section 5.4(A)(iii) shall be self -operative, Tenant 30 agrees, upon request of Landlord, to execute any documents required to effectuate such termination and forfeiture or to amend the legal description of the Development Parcel to no longer include the Forfeited Leasehold Estate and Property. Tenant's failure to execute such documents within ten (10) days after written demand shall constitute an Event of Default by Tenant hereunder, or, at Landlord's option, Landlord may execute such documents on behalf of Tenant as Tenant's attorney -in -fact. Tenant does hereby make, constitute and irrevocably appoint Landlord as Tenant's attorney -in -fact and in Tenant's name, place and stead, to execute such documents in accordance with this Section 5.4(A)(iii). With respect to a Development Sub -Parcel upon which Tenant (or its assignees or Subtenants) has Commenced Construction, but not Completed Construction as of the deadline for the applicable Phase set forth in Section 2.10(D) of the Construction Administration Agreement, the Development Sub -Parcel shall not form part of the Forfeited Leasehold Estate and Property, provided that Tenant shall have (a) Commenced Construction of the Development Sub -Parcel a minimum of six (6) months prior to the date of the applicable deadline, (b) vertical construction on the Development Sub -Parcel must have commenced prior to the date of the applicable deadline as evidenced by structures constructed thereupon rising a minimum of ten (10) feet above NGVD, and (c) Tenant, thereafter, diligently pursues Completion of Construction thereof, provided, however, that if Tenant shall fail to so diligently pursue Completion of Construction, such Development Sub -Parcel shall become part of the Forfeited Leasehold Estate and Property. (B) Extension Options. Notwithstanding anything in this Section 5.4 or the Construction Administration Agreement to the contrary, Tenant shall have a total of four (4) separate options in the aggregate, for the Commercial Development, to extend a Completion Deadline (as defined in the Construction Administration Agreement) (each, an "Extension Option") in accordance with the terms set forth herein. To the extent properly exercised in the manner set forth in this Section, an Extension Option shall extend the applicable deadline by twelve (12) months. The exercise of an Extension Option shall only be effective on, and in strict compliance with, the following terms and conditions: (i) Each notice of Tenant's exercise of an Extension Option (the "Extension Notice") shall be given by Tenant to Landlord at least thirty (30) days prior to the expiration of the applicable Completion Deadline set forth in Section 2.10(D) of the Construction Administration Agreement. (ii) At the time of Tenant giving Landlord notice of its election to extend the applicable deadline, this Lease shall be in full force and effect and there shall be no Event of Default. (iii) Tenant shall pay to Landlord, contemporaneously with its delivery of an Extension Notice, the sum of $500,000 in connection with the first Extension Option (provided, however, that if MFP has exercised the extension option set forth in the Stadium Lease, then the fee in connection with the first Extension Option under this Lease shall be $1,000,000), and $1,000,000 in connection with each subsequent Extension Option, for a total of $3,500,000 (or $4,000,000 as a result of the proviso set forth above) if Tenant exercises all four (4) options (each such payment being an "Extension Fee"). All Extension Fees shall be non-refundable to Tenant. 31 (iv) Tenant may not exercise more than two (2) Extension Options in connection with a Phase. Once exercised, an Extension Option may not be exercised again. (v) The exercise of an Extension Option shall result in an equal extension to the deadlines to Complete Construction of any subsequent Phase (e.g., if MFP exercises two (2) Extension Options in Phase 2 [which would have had an initial Completion of Construction deadline of eight (8) years after the SAP Approval Date], then, upon exercise of such two (2) Extension Options, the deadline to Complete Construction of Phase 2 is extended to ten (10) years from the SAP Approval Date, which would automatically result in the deadline to Complete Construction of Phase 3 to increase from ten (10) years after the SAP Approval Date to twelve (12) years after the SAP Approval Date). (C) Notwithstanding any other provision in this Lease to the contrary, the Tenant will be required to obtain, within four (4) years of the Lease Commencement Date, such building permits as are necessary for the construction of the Public Benefits and the necessary infrastructure to support building pads for the Miami Freedom Park Commercial Development; provided, however, that such deadline shall not be applicable when the delay in the performance of any obligation is as a result of force majeure, or litigation that questions the validity of the vote with respect to this Lease, or the City Commission action to place the question for referendum, then the performance of such obligation shall be extended by the length of the delay. The provisions set forth in this Section 5.4(C) are not intended to modify or supersede the deadlines set forth in Section 2.10 of the Construction Administration Agreement and the Tenant acknowledges that it has an independent obligation to comply with both the provisions set forth in this Section 5.4(C) and the deadlines set forth in Section 2.10 of the Construction Administration Agreement. 5.5 Easements. (A) The City hereby grants to Tenant the following easement with respect to the Parent Tract, which shall not be effective until the Possession Date (the "Easement"): (i) form of Exhibit "H". an easement for ingress and egress to the Development Parcel, in the The Parties to this Lease shall take such necessary steps as are required to give proper effect to such Easement and any other easements for any land underlying any of the Public Infrastructure as shall be reasonably requested by Tenant in order for Tenant to improve such land in the manner contemplated by this Lease; provided, however, that the foregoing shall not waive any requirement under Applicable Law to obtain City Commission approval for any other easements or other interests in land or for any amendment or modification to the Easement. For avoidance of doubt, if this Lease is terminated pursuant to Sections 5.4(A)(i) or 5.4(A)(ii), then the Easement set forth above shall be deemed null and void. 5.6 Ownership of Improvements. During the Term, the Improvements and material and equipment provided by Tenant that are incorporated into or become a part of the Miami Freedom Park Commercial Development (i.e., immovable fixtures) shall be and remain the 32 property of Tenant or its Subtenants. At the expiration or termination of the Term or in the event any property becomes Forfeited Leasehold Estate and Property, all such Improvements and immovable fixtures (specifically excluding the personal property and movable fixtures of Tenant and any Subtenants) shall become the property of Landlord. 5.7 Permitted Uses. Tenant agrees, for itself and its permitted successors, assigns and subtenants, that the Development Parcel shall be used only for the Permitted Uses. 5.8 Environmental Compliance. Tenant shall ensure compliance with the provisions of Article 4 of the Construction Administration Agreement applicable to the Development Parcel and the Public Park Parcel during the Term, which provisions are incorporated herein and made a part hereof. The foregoing is not intended to limit, and Tenant hereby confirms, its obligation to obtain an NFA with respect to the Parent Tract pursuant to Section 4.1(B) of the Construction Administration Agreement. 5.9 Improvements to be Open to Public. As a general matter, the plazas, greenspace, walkways, and sidewalks identified in the Development Concept for the Development Parcel are intended to be "open to the public" as much as practical and feasible, as more particularly set forth in the Faculties Maintenance Agreement. 5.10 Prohibited Uses. Tenant agrees, for itself and its permitted successors, assigns and subtenants, that the Development Parcel shall in no event be used for any of the Prohibited Uses. ARTICLE 6 INSPECTION OF DEVELOPMENT PARCEL 6.1 Right of Inspection. Landlord, its agents, employees and authorized representatives may enter the Development Parcel at any time in response to an emergency, and at reasonable times upon reasonable prior written notice, as Landlord deems necessary to, incident to, or connected with the performance of Landlord's duties and obligations hereunder or in the exercise of its rights and functions, including, without limitation, to inspect the operation, sanitation, safety, maintenance and use of the same, or any portions of the same, and to assure Landlord that Tenant is in full compliance with its obligations under this Lease (but Landlord shall not thereby assume any responsibility for the performance of any of Tenant's obligations under this Lease, nor any liability arising from the improper performance thereof). In furtherance and not in limitation of the foregoing, Landlord and its agents, employees and authorized representatives shall have the right of access to the Development Parcel, upon reasonable prior written notice, to conduct from time to time an ADA inspection of the Development Parcel or the Improvements, and Tenant agrees to reasonably cooperate, at no cost to Landlord, in the conduct of such inspection. 6.2 Compliance. If any inspection detects a violation of Tenant's obligation to comply and to keep the Development Parcel and/or the Leasehold Improvements in compliance with the requirements of this Lease or any of the Ancillary Agreements (including, without limitation, the requirement that the Development Parcel and the Improvements be in compliance in all material 33 respects with the ADA), then Tenant shall bear the cost and take whatever action is reasonably necessary to comply, and to bring the Development Parcel and/or the Leasehold Improvements into compliance, with this Lease and the Construction Administration Agreement; and any reasonable fee or cost incurred by Landlord for such investigation or audit pertaining to same shall be borne by Tenant and shall be paid by Tenant as additional rent under this Lease on demand by Landlord. 6.3 Action by Landlord. If Tenant fails to keep the Development Parcel or the Leasehold Improvements in compliance in all material respects with the requirements of this Lease or any of the Ancillary Agreements (including, without limitation, the requirement that the Development Parcel and the Improvements be in compliance in all material respects with the ADA), and an Event of Default has occurred and is continuing on account thereof, then Landlord, upon reasonable prior written notice to Tenant, may take whatever action is reasonably necessary to bring the Development Parcel and/or the Leasehold Improvements into compliance, to the extent required by Applicable Laws. Tenant agrees to provide Landlord access to the Development Parcel and the Leasehold Improvements and pay, as additional rent, all costs reasonably incurred by Landlord in bringing the Development Parcel and/or the Leasehold Improvements into such compliance. Landlord, however, shall have no obligation to bring the Property or the Leasehold Improvements into compliance, and nothing herein shall be construed as creating such an obligation on Landlord. 6.4 Minimizing Interference with Business Operations. Any inspection or audit described in this Article 6 shall be done in such a manner so as to reasonably minimize any interference with any business operations on the Development Parcel. 6.5 Waste. Tenant covenants not to allow any waste (as defined by any Applicable Law) with respect to the Development Parcel or the Improvements or any part thereof. The provisions of this Section 6.5 shall not apply to any demolition or disfigurement required in connection with casualty, repairs, renovations, upgrading or new construction, in accordance with the terms of this Lease, or to the deposit of clean fill at the Development Parcel or the removal of fill from the Development Parcel for such repairs, renovations, upgrading or new construction. ARTICLE 7 PARKING 7.1 Parking. As further set forth in the Construction Administration Agreement, Tenant shall construct and, at all times during the Lease Term (except during periods of casualty, maintenance, repair, or bona fide operational closures), maintain on the Development Parcel a parking facility in a manner, location and layout consistent with the Approved Special Area Plan (the "Parking") and sufficiently available for the benefit and use of the Stadium during Stadium Events (as defined in the Stadium Lease). Prior to the obtaining a Certificate of Occupancy for the Stadium, Tenant and IMS shall enter into a parking agreement regarding the use of the Parking, which parking agreement shall set forth the fees charged for the use of Parking during Stadium Events (as such term is defined in the Stadium Lease) and such fees shall be at rates not greater than the Comparable Parking Rates. 34 ARTICLE 8 INSURANCE AND INDEMNIFICATION 8.1 Insurance. 8.1.1 Insurance on the Leasehold Improvements. Beginning on the Possession Date and at all times during the Lease Term (except as with respect to insurance which relates to completed Improvements, which insurance coverage shall be provided so as to replace Builder's Risk insurance coverage without lapse of coverage), Tenant shall, at Tenant's sole cost and expense but for the benefit of Landlord and/or Tenant, as their interests may appear, maintain the following insurance: (A) Property Insurance. "All perils" property insurance with extended coverage against loss or damage by earthquake, mudslide, windstorm, flood with an endorsement for amended coverage, vandalism, malicious mischief, sprinkler leakage and special coverage, including flammable materials used for cooking. Such insurance shall also include coverage for terrorism. (i) Amounts. Such coverage shall be in the following amounts: (A) as to windstorm, $100,000,000; (B) as to flood, $12,500,000; and (C) as to all other perils, One Hundred Percent (100%) of the replacement cost of the Leasehold Improvements (exclusive of foundation and excavation costs), Tenant's alterations, improvements, fixtures, equipment, furniture, trade fixtures and floor coverings, including the expense of the removal of debris as a result of damage by an insured peril (collectively, the "Insured Property") on the Development Parcel. (ii) Deductibles. The maximum deductibles for such coverage shall be as follows: (A) as to flood and windstorm, Five Percent (5%) of the completed building value; and (B) as to all other perils, One Percent (1%) of the insured value. (iii) Loss Payees and Insureds. Landlord, Tenant, IMS and/or IMCF and any Approved Leasehold Mortgagee shall be named as loss payees. Tenant shall be the first named insured, and Landlord and any Approved Leasehold Mortgagee shall be named as additional insureds. (iv) Special Considerations for Casualty and Windstorm Insurance. Notwithstanding the foregoing, the Parties acknowledge and agree that coastal properties are often precluded from being insured by private insurers and that any casualty and windstorm insurance may have to be written through the Florida Joint Underwriters Association and/or another 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 35 Tenant, provided that Tenant shall obtain Landlord's approval (which approval shall not be unreasonably withheld) of the appraiser before commencement of the appraisal. The appraiser selected by Tenant shall submit to Landlord and Tenant a written report of the appraised replacement cost. If Landlord or Tenant is not satisfied with such report, the dissatisfied party shall serve upon the other a notice of dissatisfaction within thirty (30) days after receipt of the report, and the Parties shall in good faith attempt to resolve any disputes concerning the appraised replacement cost. During this period of the dispute, Tenant shall continue to maintain insurance in an amount equal to that maintained before the dispute arose. Promptly upon receipt of the appraiser's report and resolution of any such dispute, Tenant shall procure and deliver to Landlord written confirmation from the insurer(s) evidencing the adjustment in insurance amounts which may be required pursuant to this clause (v). (B) Business Interruption Insurance. Business interruption insurance covering all risks but specifically including without limitation pandemic(s), government shutdown(s) and terrorist attack(s), including extra expense, contingent business income coverage, if applicable, and extended period of indemnity coverage, with limits not less than an amount equal to the sum of: (i) the Annual Rent for the immediately preceding twelve (12) month period; plus (ii) an amount equal to the average annual Percentage Rent payable during the three (3) year period immediately preceding the issuance or renewal of such insurance (or, in the case of each of the first (3) three years from and after the date on which Percentage Rent is first payable hereunder, the amount of annual Percentage Rent estimated by Tenant in good faith which will be payable during such year). Landlord, Tenant and any Approved Leasehold Mortgagee shall be named as loss payees. Tenant shall be the first named insured. (C) Boiler and Machinery Insurance. Boiler and machinery insurance covering repair and replacement of all boilers and machinery serving or benefiting the Leasehold Improvements. The policies of insurance shall be endorsed so as to provide use and occupancy coverage for the Leasehold Improvements in such amount as may be reasonably acceptable to Landlord. Landlord, Tenant and any Approved Leasehold Mortgagee shall be named as loss payees. Tenant shall be the first named insured, and Landlord and any Approved Leasehold Mortgagee shall be named as additional insureds. 8.1.2 Other Insurance To Be Carried. Beginning on the Possession Date and at all times during the Term, Tenant shall also, at Tenant's sole cost and expense but for the mutual benefit of Tenant and Landlord (with Landlord being named as an additional insured thereunder and with leasehold mortgage clauses for the benefit of any Approved Leasehold Mortgagee, which clauses shall be consistent with the terms of this Lease), maintain the following insurance: (A) CGL Insurance. Commercial General Liability insurance on a commercial general liability coverage form with "broad form" coverage, or its equivalent, including contractual liability, products and completed operations, primary insurance clause endorsement, personal and advertising injury, liquor legal liability, garage keepers liability, and premises and operations coverage against sums adjudicated to be payable by the insured on account of bodily injury, death or property damage occurring in or about the Development Parcel. 36 (i) Amounts. The limits of such coverage shall not be less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate single limit for bodily injury and property damage. No deductible in excess of Ten Thousand Dollars ($10,000) will be carried under this coverage without the City Manager's prior written consent, which shall not be unreasonably withheld. (ii) Umbrella Policy. Tenant shall further maintain an excess liability umbrella policy whose limits shall not be less than a combined single limit of Ten Million Dollars ($10,000,000). Such coverage shall be excess follow form over corresponding liability policies contained herein, including liquor. (iii) Adjustments in Amounts. Such insured amounts as provided in clauses (i) and (ii) above shall be adjusted as of the fourth (4th) anniversary of the January 1 following the Lease Commencement Date, and every three (3) years thereafter, by any increase and/or decrease (which decrease shall not result in an amount less than the amounts initially required as set forth above) in the CPI (as defined in Section 3.4(A)) from the Lease Commencement Date to the date on which the adjustment is to be made. (B) Builder's Risk. During any periods of: (i) excavation and/or construction; (ii) alteration; (iii) restoration in the event of damage or destruction or condemnation; or (iv) razing or demolition, at, in or on the Development Parcel, the Leasehold Improvements or any part of it, an all risk Builder's Risk policy (including extended coverage for fire, lightning, earth movement, flood, collapse, business interruption, hurricane, boiler and machinery) covering the interests of Landlord and Tenant. Such policy shall insure that portion of the Leasehold Improvements which is affected by such activities for not less than One Hundred Percent (100%) replacement cost on a completed value basis (including foundations and pilings), and shall include coverage for the increased cost of construction due to the enforcement of any laws, as well as the contingent liability from the operation of buildings, and coverage for the demolition cost of undamaged portions of buildings. (i) E & 0 Coverage. In addition, Tenant shall cause all of the key or primary professionals retained by it in connection with any construction (e.g., architects and engineers) to procure errors and omission coverage reasonably satisfactory to Tenant for Tenant's and Landlord's benefit, in such amounts as are customarily carried by such professionals in Miami - Dade County, Florida. (ii) "Wrap -Up" Policy. Landlord acknowledges and agrees that the coverage required by this subparagraph and any other coverages required hereunder may be obtained through a so-called "wrap-up" policy. Landlord shall appear listed as an additional insured on all primary and excess layers of coverage. A minimum limit of Five Million Dollars ($5,000,000) shall apply to auto liability in conjunction with any OCIP or CCIP option and shall also list the Landlord as an additional insured on this coverage. Landlord shall have the right to review and approve all construction related insurance requirements prior to the construction phase of the Miami Freedom Park Commercial Development. 37 (C) Pollution Legal Liability/Environmental Impairment Liability. Pollution Legal Liability/Environmental Impairment Liability Insurance coverage insuring the Parent Tract and no other real property on the following terms: (x) on a claims made, site -specific basis with limits of liability of at least Five Million and No/100 Dollars ($5,000,000.00) per incident and Ten Million and No/100 Dollars ($10,000,000.00) in the aggregate, (y) a term of ten (10) years with respect to Hazardous Materials first Released prior to the inception date of the policy, and the longest term commercially available from the insurer with respect to Hazardous Materials first Released on or after the inception date of the PLL Policy, which term shall be renewed if necessary to cover the full period of MFP's construction activities on the Parent Tract, but in no 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 Hazardous Materials at, on, under or migrating from the Parent Tract; and (ii) claims for investigation and cleanup costs (including transportation of waste) brought against Landlord by third parties or Governmental Agencies with respect to the required investigation and remediation of (x) the Parent Tract after the issuance of an NFA Determination (as defined in the Construction Administration Agreement) for all areas of concern at the Parent Tract on the Possession Date, and (y) areas beyond the boundaries of the Parent Tract where Hazardous Materials (as defined in the Construction Administration Agreement) have migrated from the Parent Tract (collectively, the "PLL Insured Matters"). Landlord shall be the only named insured on the PLL Policy. The PLL Policy shall be issued by an insurer rated "A" or better by A.M. Best, and may be issued on non -admitted paper. The premium for the PLL Policy shall be paid in full by Tenant on the Possession Date, and shall be 100% earned at policy inception. For avoidance of doubt, the obligation of MFP, as set forth in both this Lease and the Stadium Lease, to provide the PLL Policy to the City will be satisfied by the provision of one (1) PLL Policy with the policy limits and coverages set forth in this Section 8.1.2(C). (D) Worker's Compensation. Worker's compensation and occupational disease coverage in the amounts and types required by Chapter 440, F.S., or any successor thereto. Only Tenant shall be named as an insured, and such policy shall contain a waiver of subrogation. (E) Automobile Liability. Automobile liability insurance covering all owned, non -owned and hired vehicles used in conjunction with operations covered by this Lease. The policy or policies of insurance shall contain such limits as may be reasonably requested by Landlord from time to time but not less than Five Hundred Thousand and No/100 Dollars ($500,000.00). Such insured amount shall be increased as of the fourth (4th) anniversary of the January 1 following the Lease Commencement Date, and every three (3) years thereafter, by any increase in the CPI from the Lease Commencement Date to the date on which the adjustment is to be made. (F) Other Coverage. In the event that any other type of legislation may be enacted imposing special liability upon Landlord or Tenant by virtue of its use for any special purposes, before Tenant shall so use the Development Parcel and/or the Leasehold Improvements 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 38 the interests of Landlord and Tenant and naming Landlord as additional insured. Landlord further reserves the right to reasonably request additional insurance requirements as may be applicable in connection with this Lease. 8.1.3 Policies Obtained by Independent Contractors. Tenant may cause its independent contractors to provide some or all of the insurance coverages required hereunder. To the extent that such independent contractors carry such coverages, Tenant shall not be required to carry such coverages, so long as the coverages obtained by Tenant and such independent contractors together satisfy the requirements of this Article 8. Landlord, Tenant and any Approved Mortgagees shall be named as additional insureds as to any such coverages obtained by Tenant's independent contractors. 8.1.4 Policies Obtained by Subtenants. Tenant may, at its option, include provisions in any Sublease requiring the applicable Subtenant to carry insurance coverages as to the applicable Miami Freedom Park Commercial Development Component (or premises covered by such Sublease) corresponding to those required to be obtained hereunder by Tenant. To the extent that Subtenants carry such coverages, Tenant shall not be required to carry such coverages as to such Miami Freedom Park Commercial Development Component (or premises covered by such Sublease), so long as the coverages obtained by all of the Subtenants (or their subtenants) and Tenant together satisfy the requirements of this Article 8. Landlord, Tenant and any Approved Mortgagees shall be named as additional insureds as to any such coverages obtained by Subtenants. 8.1.5 Delivery of Insurance Policies. All public liability and worker's compensation policies shall be retained by Tenant. Subject to the rights of any Approved Mortgagee, all other policies of insurance required to be furnished pursuant to this Article 8 shall be held jointly by Landlord and Tenant. Insurance company certificates evidencing the existence of all of these policies of insurance shall be delivered to Landlord. 8.1.6 Required Policy Provisions. All policies of insurance required to be provided and obtained pursuant to this Article 8 shall provide that they shall not be amended or canceled on less than thirty (30) days' prior written notice to Landlord and all insureds and beneficiaries of the policies; provided, however, that if thirty (30) days' notice is ever. commercially unavailable, then the required number of days' notice shall be reduced to such number as is commercially available. All such policies shall contain waiver of subrogation rights endorsements as required below. Landlord shall have no obligation to pay premiums or make contributions to the insuring company or any other Person or satisfy any deductible. 8.1.7 Delivery. On or before the Lease Commencement Date and then not less than thirty (30) days prior to the expiration date of any policy required to be carried pursuant to this Article 8, Tenant shall deliver to Landlord and any Approved Leasehold Mortgagee the applicable respective policies and insurance company certificates evidencing all policies of insurance and renewals required to be furnished hereunder. Receipt of any documentation of insurance by Landlord or by any of its representatives which indicates less coverage than required shall not constitute a waiver by Landlord of Tenant's obligation to fulfill the insurance requirements herein. 39 8.1.8 Landlord's Right to Obtain. If Tenant fails to pay insurance premiums when due or to comply with other insurance requirements set forth in this Lease, Landlord shall have the right, at its option, to order insurance policies and to advance such sums as are required to maintain or procure such insurance, and to the extent of the money so advanced, Landlord shall be entitled to reimbursement by Tenant upon demand thereof. Unless there would ensue a lapse of coverage, Landlord shall, before making any such advance, provide Tenant with ten (10) days' prior written notice and the opportunity to obtain the required policies. 8.1.9 Insurer To Be Approved; Premium Receipts. All policies of insurance of the character described in this Article 8 shall be effected under policies issued by insurers permitted to do business in the State of Florida and rated in Best's Insurance Guide, or any successor thereto (or, if there is none, an organization having a national reputation for rating insurance companies) as having a general policyholder rating of "A" and a financial rating of at least "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. 8.1.10 Unavailability of Coverage. If, despite Tenant's best efforts in the insurance markets to procure the insurance coverages set forth in this Article 8, any of such coverages (or any of the required terms of such coverages, including policy limits) become unavailable from insurers meeting the requirements set forth in Article 8, Tenant shall provide Landlord with notice of such unavailability no less than forty five (45) days prior to the expiration of such coverages and Landlord will reasonably establish an alternative insurance package and programs that provide coverage as comparable to that contemplated in this Article 8 as is possible under then -existing insurance market conditions. For purposes of determining whether a policy or insurance coverage is available, increased cost shall not be a factor of unavailability, it being the intent of the Parties that Tenant will provide such insurance regardless of cost. Tenant shall have ten (10) days from the date upon which Landlord provides notice to the Tenant of the requirements under the alternative insurance package and programs to secure the same and provide evidence of coverage to Landlord. During such period of time as provided above for the Landlord to establish, and Tenant to secure, an alternative insurance package and program, Tenant shall not allow other insurance coverages unaffected by the unavailability and required under this Article 8 to lapse or be cancelled. Similarly, Tenant shall ensure that the alternative insurance package and programs are in place on or prior to the expiration of the unavailable coverage so as to provide continuous protection of the Property. 8.1.11 Waiver of Subrogation. (A) Tenant Waiver. Tenant expressly, knowingly, and voluntarily waives and releases any right of recovery that it may have against the Landlord for loss or damage to its property, and property of third parties in the care, custody, and control of Tenant, and loss of business (specifically including business interruption by Tenant) directly or by way of subrogation or otherwise as a result of the acts or omissions of the Landlord (specifically including the negligence of Landlord and the intentional misconduct of the Landlord, to the extent any such claims are covered by the property, rental income, business income, or extra expense insurance carried or required to be carried under the terms of this Lease (whether or not actually carried by either party), or other property insurance that Tenant may carry at the time of an occurrence or 40 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 Development Parcel for any purpose, obtain and keep in full force and effect at all times thereafter a waiver of subrogation from its insurer concerning the commercial general liability, commercial automobile liability, workers' compensation, employer's liability, property, rental income, and business interruption insurance maintained by it for the Miami Freedom Park Commercial Development and the property located in the Development Parcel. This section shall control over any other provisions of this Lease in conflict with it and shall survive the expiration or sooner termination of this Lease. (B) Endorsements. Tenant shall cause its insurer(s) to issue appropriate waiver of subrogation rights endorsements to all policies of insurance carried in connection with the Development Parcel. (C) Subtenants. Tenant shall require each Subtenant leasing more than 25,000 square feet of space within any building in the Development Parcel to execute and deliver to Landlord, a waiver of claims comparable to the waiver in subparagraphs (A) and (B) above. In addition, Tenant shall cause each Subtenant to obtain waivers of subrogation rights endorsements comparable to those described in subparagraphs (A) and (B) above. 8.2 Indemnification and Duty to Defend. (A) Except as set forth in the 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 PLL Insured Matters shall be to the PLL Policy. 41 (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 Development Parcel ("Pollution Conditions") and Hazardous Materials used, stored or transported to or from Development Parcel, both on or after the Possession Date; (ii) Hazardous Materials at, on, under or migrating from the Development Parcel that were Released by or Pollution Conditions otherwise exacerbated by the acts or omissions of Tenant at the Development Parcel, including, without limitation, in connection with the Environmental Work; (iii) the required investigation and remediation of Pollution Conditions at, on, under or migrating from the Development Parcel and first commencing prior to the Possession Date through and including the issuance of one or more NFA Determinations applicable to such Pollution Conditions. (C) Tenant shall control any litigation or potential litigation involving the defense of any Claim, including the selection by Tenant of a single counsel to represent Tenant and Landlord Indemnified Parties. Notwithstanding the foregoing, if there is a conflict between the positions of Tenant and Landlord Indemnified Parties in conducting the defense of such action, or if there are legal defenses available to Landlord Indemnified Parties different from or in addition to those available to Tenant, or if Tenant fails to comply with its obligations under Section 8.2(A) above, then Landlord Indemnified Parties shall be entitled to select counsel to conduct the defense of the Claim and Tenant shall pay for the reasonable legal fees and related out-of-pocket expenses of such Landlord Indemnified Parties; provided, however, that Tenant shall not be required to pay the legal fees for more than one law firm for all Landlord Indemnified Parties in connection with any Claim. Landlord Indemnified Parties shall fully cooperate with Tenant in the defense of the Claim. Tenant shall have the right to compromise or settle any Claim without the consent of Landlord Indemnified Parties if the compromise or settlement of the Claim does not require Landlord Indemnified Parties to admit any liability or incur any financial liability, each with respect to the Claim. (D) For avoidance of doubt, the obligations of MFP pursuant to this Article shall not be deemed for any purpose to be duplicative of, or cumulative to, the obligations of MFP under the Stadium Lease and, to the extent necessary to ensure consistency therewith, the obligations of MFP pursuant to this Section 8.2 shall be equitably allocated or divided between this Lease and the Stadium Lease so as to avoid any such duplication. 8.3 Liability for Damage or Injury. Landlord shall not be liable for any damage or injury which may be sustained by any party or person, or to any personal property, located on the Development Parcel, other than the damage or injury caused solely by the negligence or willful breach of Lease by Landlord or any Landlord Indemnified Parties, and all of which is subject to the conditions and limitations of Florida Statutes, Section 768.28, if any. Nothing herein shall be construed as a waiver or limitation of the conditions and limitations of such statute. 8.4 Survival. The provisions of this Article 8 shall survive any termination or expiration of this Lease. 42 ARTICLE 9 OPERATION DURING LEASE TERM 9.1 Certain Conditions Of Leasing. Tenant shall be subject to and bound by the covenants and agreements set forth in this Article 9. Such covenants and agreements shall run with the Leasehold Estate and burden any interests subordinate thereto. These covenants include the following: (A) No Discrimination. Tenant shall not discriminate in violation of any Applicable Laws upon the basis of race, color, religion, sex, disability, marital status, or national origin in the sale, lease or rental, or in the use or occupancy, of the Development Parcel or the Leasehold Improvements. (B) Safety. Tenant shall take commercially reasonable actions to ensure that the Development Parcel is a safe environment for the general public. Landlord, as owner of the Development Parcel, shall have no responsibility for, or liability whatsoever to Tenant in connection with, provision of security services to the Development Parcel. 9.2 Compliance with Laws. (A) Compliance. Tenant shall throughout the Lease Term, at Tenant's sole expense, promptly comply in all material respects with all Applicable Laws now in effect or that may hereafter be adopted by any Governmental Agency. Specifically, but without limitation, Tenant shall construct and maintain the Leasehold Improvements to accommodate the disabled and comply in all material respects with the applicable requirements of the ADA, as well as other Applicable Laws pertaining to handicapped access, including, without limitation, the ADA Accessibility Guidelines for Buildings and Facilities. (B) Notice. Tenant agrees to give Landlord prompt notice of the receipt by Tenant of any written complaints related to any material violation of any Applicable Law and of the commencement of any proceedings or investigations which relate to compliance with any Applicable Law. (C) Right to Contest Compliance. In accordance with 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 43 determination of any proceedings, provided that all proceedings shall be prosecuted with all due diligence and dispatch. (D) Compliance with Insurance Requirements. Tenant shall observe and comply in all material respects with the requirements of all policies of public liability, fire and other insurance in force with respect to the Leasehold Improvements. 9.3 Enforceability. It is intended and agreed hereby that the restrictive covenants contained in this Article 9 shall be binding upon the Parties and their successors in interest and assigns, as covenants running with the land and shall be for the benefit and in favor of, and enforceable by, either Landlord and/or Tenant; provided however, that such covenants shall be binding on Landlord and Tenant, and their respective successors in interests and assigns, only for such period as each shall have (i) title to the Fee Estate, as to the City, and (ii) the Leasehold Estate, as to Tenant. 9.4 Utilities; Repair and Relocation of Utilities. 9.4.1 Tenant Responsibilities. Tenant hereby agrees that any and all utility accounts with respect to the Development Parcel shall be in the name of Tenant or its Subtenants or their assignees. From and after the Possession Date, under no circumstance whatsoever, shall Landlord be responsible for any utilities on the Development Parcel, including, but not limited to, the installation, maintenance, initial cost or fee and/or any on -going charges or fees. Tenant hereby agrees to pay any and all such utilities relating to the Development Parcel in a timely manner, so as to avoid any Encumbrance on the Development Parcel. Tenant, at its sole cost and expense and with the prior written approval of the appropriate utility, agrees to maintain and repair, replace and relocate as necessary, utility facilities within the Development Parcel required for the operation of the Development Parcel, and all existing and future Improvements, subject to the following conditions: (A) Such activity does not materially or adversely interfere with Landlord's operations on any property outside the boundaries of the Development Parcel; and (B) Tenant complies with the provisions of all Permits which have been issued and are affected by such repair and relocation. 9.4.2 Grant of Non -Exclusive Easements. Landlord shall have the authority to receive and/or grant any public utility company, pursuant to separate instruments, non-exclusive easements for the installation, operation, maintenance, repair, replacement, relocation, and removal of utility lines and facilities (together with access incidental thereto) such as water lines, fire lines, gas mains, electrical power lines, telephone lines, storm and sanitary sewers and other utility lines and facilities (collectively, "Utility Facilities"), and such other easements as Landlord and/or such public utility companies may reasonably require from time to time. All such easements shall be over, under and/or across: (i) those portions of the Development Parcel shown on the Approved Plans and Specifications as being set aside for Utility Facilities; or (ii) such other locations on the Development Parcel as may be determined by Landlord or such public utility companies from time to time, so long as such locations do not cause unreasonable interference 44 with the construction, use and operation of the Miami Freedom Park Commercial Development or a material increase in expense to Tenant. 9.5 Signage. Following the Possession Date, Tenant shall have the exclusive right, during the Term, to construct, operate, and display Signage on the interior, exterior or other portions of the Development Parcel, as Tenant deems necessary and desirable, and/or the Parent Tract where designated by Landlord (Landlord having no obligation to designate any such areas), so long as such Signage complies with Applicable Laws. Tenant shall have the exclusive right to sell, license or otherwise grant naming rights related to any structure within, or portion of, the Development Parcel. Tenant agrees that such name shall not: (i) be lewd, lascivious or obscene, as defined by Florida Statutes or show any Specified Anatomical Areas (as defined in the Code); (ii) promote or cast a positive light on tobacco or vaping or other devices that simulate smoking, except such limitation shall not apply to advertisement related to (x) "cigar bars" located within the Development Parcel or (y) the products sold within such establishments that contain such "cigar bar" use (provided that no such advertisement shall promote vaping or other devices that simulate smoking); (iii) promote or cast a positive light on the government of any Sanctioned Countries or any identifiable political figures of such Sanctioned Countries; (iv) be political campaign advertising; (v) include the name of any Person that (1) has had any criminal felony convictions within the immediately preceding ten (10) years, (2) is named on any Governmental List, (3) is on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, Scrutinized Companies that Boycott Israel List, or is engaged in any business operations in Cuba or Syria, as those terms are used and defined pursuant to Sections 287.135, 215.473, and 215.4725, Florida Statutes, (4) is convicted of a Public Entity Crime or has been placed in the Convicted Vendors List pursuant to Florida Statute 287.133 or a similar law, rule or regulation, or (5) holds any position in the City or on any board, trust, agency or other entity created by the City's Charter or Code, or otherwise has a conflict of interest pursuant to City Code Chapter 2, Article V, and Miami -Dade County Code Section 2-11.1; or (vi) include the name of any unlawful or illegal business. However, if, subsequent to execution of an agreement related to such naming rights, the use of such name becomes prohibited pursuant to this Section 9.5, then Tenant shall be obligated to use commercially reasonable best efforts to promptly, after learning of the facts giving rise to such prohibition, terminate such naming rights. If Tenant shall fail to comply with requirements set forth under this Section 9.5, Landlord's sole and exclusive remedies against Tenant for such failure shall be to seek specific performance or injunctive relief. 9.6 Limitation on Operations of Tenant. Tenant, as of the Lease Commencement Date and through the Term, shall not directly undertake any business, sell any goods or services, or derive any revenue from the Development Parcel, except as related to the following: (i) the development, financing, andconstruction of the Improvements contemplated for the Miami Freedom Park Commercial Development, (ii) the maintenance and management of the Improvements, and (iii) the granting of subleases, licenses, concessions, or other possessory rights, including, but not limited to, the leasing of Signage, within the Development Parcel. For avoidance of doubt, the foregoing shall not restrict any Affiliate of the Tenant (or any Affiliate of any equityholder of the Tenant) to undertake any business, sell any goods or services, or derive other sources of revenue from the Development Parcel so long as such Affiliates (or any Affiliate of any equityholder of the Tenant) have executed a written sublease, license or concession agreement 45 with the Tenant or its Subtenants and approved by the Landlord in the manner set forth in Section 15.1. ARTICLE 10 REPAIRS AND MAINTENANCE DURING LEASE TERM 10.1 Tenant Repair and Maintenance Obligation on Development Parcel. (A) Repairs. Tenant shall at all times during the Term maintain the Development Parcel, the Public Infrastructure (except if dedicated to the public, or owned or managed by a utility or Governmental Agency, or located outside the boundaries of the Development Parcel and not otherwise Tenant's responsibility pursuant to any applicable written agreement), and all Improvements in good repair and in a clean, attractive, first-class condition. Tenant shall not commit or allow to be committed any waste on any portion of the Development Parcel, Improvements or Public Infrastructure (to the extent not otherwise dedicated to the public, owned or managed by a utility or Governmental Agency, and to extent located within the boundaries of the Development Parcel). Tenant's maintenance shall also include, without limitation, the following: (i) Maintaining the surfaces in a level, smooth and evenly -covered condition with the type of surfacing material originally installed or such substitute as shall in all respects be equal in quality, use, and durability, and restriping, repairing and replacing of paved and parking areas; (ii) Removing all papers, mud and sand, debris, filth and refuse and thoroughly sweeping the area to the extent reasonably necessary to keep the area in a clean and orderly condition; (iii) Placing, keeping in repair and replacing any necessary appropriate directional signs, markers and lines; (iv) Operating, keeping in repair and replacing, where necessary, such artificial lighting facilities as shall be reasonably required; (v) Maintaining all perimeter and exterior building walls, including, but not limited to, all retaining walls in a good condition and state of repair; and (vi) Maintaining, mowing, weeding, trimming. and watering all grass, trees, shrubs and landscaped areas and making such replacements of grass, trees, shrubs and other landscaping as is necessary. The term "Repairs" shall mean all replacements, renewals, alterations, additions and betterments required by Applicable Laws, or by Tenant. All Repairs made by Tenant shall be at least substantially similar in quality and class to the original Work. (B) Removal of Dangerous Condition. Promptly after receiving written notice from Landlord or any other Person of any dangerous condition from time to time existing on the Development Parcel, Tenant shall, at Tenant's sole cost and expense, do or cause to be done all 46 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 Development Parcel, the Improvements, or the Public Infrastructure (to the extent not otherwise dedicated to the public, owned or managed by a utility or Governmental Agency, and to extent located within the boundaries of the Development Parcel). (C) No Landlord Repair or Maintenance Obligations. Landlord shall have no maintenance obligation concerning the Development Parcel and no obligation to make any Repairs or replacements, in, on, or to the Development Parcel or Improvements. Tenant assumes the full and sole responsibility for the condition (subject, however, to the terms of Article 4 of the Construction Administration Agreement), operation, repair, replacement, and maintenance of the Development Parcel and Improvements throughout the Lease Term; provided, however, that if Tenant fails to do any of the foregoing in accordance with the terms of this Lease, then Landlord, upon reasonable prior written notice to Tenant, may elect, in its sole discretion, to perform or cause the same to be performed on Tenant's behalf, and all of the costs and expenses reasonably incurred by Landlord in connection with the same shall be deemed to be additional rent due from Tenant to Landlord hereunder. 10.2 Landlord Repair, Operation and Maintenance Obligation on Public Park Parcel. After Tenant's achievement of Park Site Development Completion and throughout the remainder of the Term of this Lease, Landlord shall take possession of the Public Park Parcel and shall, at its sole cost and expense, maintain the Public Park Parcel in good and safe order and condition, and make all necessary Repairs thereto, in a manner consistent with the standards set forth for the Tenant in Section 10.1. All Repairs made by Landlord shall be at least substantially similar in quality and class to the original Work. Landlord shall keep and maintain all portions of the Public Park Parcel and all improvements thereto in safe and reasonable order and operating condition, reasonably free of dirt, rubbish and graffiti. 10.3 Right to Undertake Maintenance and Repair. In the event either Tenant or Landlord fails to so maintain the applicable elements of, respectively, the Development Parcel or the Public Park Parcel, as set forth in this Article 10, after five (5) Business Days prior written notice from the other Party, or such other period of time as may be reasonable to perform such Repair and maintenance, provided such Party promptly commences and diligently pursues same to completion, the other Party may perform such maintenance or Repair, and the Party that failed to so maintain the applicable elements of, as applicable, the Development Parcel or the Public Park Parcel shall pay the costs incurred by the other Party within ten (10) Business Days of receipt of an invoice. ARTICLE 11 CHANGES AND ALTERATIONS TO BUILDINGS BY TENANT 11.1 Tenant's Right. Tenant shall have the right, at any time or from time to time during the Term of this Lease, at its sole cost and expense, to expand, rebuild, alter and/or reconstruct the Improvements, and to raze existing Improvements; provided, however, that: 47 (A) The method, schedule and plans and specifications for razing any existing Improvement and, if applicable, replacing such Improvement with 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 does not constitute a Material Change (except that subsection (b) of the definition of Material Change shall not apply to the razing of any Improvements that are intended to be rebuilt or reconstructed and such rebuilt or reconstructed Improvements would not otherwise constitute a Material Change), complies with Applicable Laws and the Charter Amendment, and does not violate any other provisions of this Lease; and (C) Tenant shall obtain all approvals, Permits and authorizations required under Applicable Laws. Notwithstanding the foregoing, none of the following shall require Landlord's review or approval so long as such work (i) does not constitute a Material Change and complies with Applicable Laws and the Charter Amendment and (ii) does not violate any other provisions of this Lease: any modifications, construction, replacements, or repair in the nature of "tenant work," or "tenant improvements," as such terms are customarily used, or any other interior work within any building; or ii. any normal and periodic maintenance, operation, and repair of the Improvements; or iii. any interior reconfigurations or non -material alterations made to the Improvements; or iv. any repair or reconstruction to any Improvement damaged by casualty, substantially in the same form as existed prior to such casualty made pursuant to Article 17 of this Lease; or v. any modifications, construction, replacement, or repair of Improvements consistent with the Development Concept. For the avoidance of doubt, (a) alterations or improvements described in this Article 11 shall be performed in a good and workmanlike manner that shall not give rise to a lien in violation of Article 12 and (b) the provisions of this Article 11 shall not apply to the initial construction of the Improvements, which shall solely be governed by the Construction Administration Agreement. 48 ARTICLE 12 DISCHARGE OF OBLIGATIONS; NO LIENS 12.1 Tenant's Duty. During the Term, Tenant will discharge or cause to be discharged any and all obligations incurred by Tenant (or by anyone claiming by, through or under Tenant) that give rise to any lien on the Fee Estate, it being understood and agreed that Tenant shall have the right to withhold any payment to discharge such lien (or to transfer any such lien to a bond in accordance with Applicable Laws), so long as it is in good faith disputing liability therefor or the amount thereof and provided (a) such contest of liability or amount operates as a stay of all sale, entry, foreclosure, or other collection proceedings in regard to such obligations, or disputed payments are escrowed while the parties negotiate the dispute (pursuant to written escrow agreement which contains a provision that allows for the release of such funds to prevent any sale, entry, foreclosure or other collection proceedings), and (b) such action does not result in Landlord incurring any expense or liability that Tenant does not agree to reimburse. In the event Tenant withholds any payment as described herein and, as a result, a lien is imposed upon the Fee Estate with respect to which Tenant does not obtain, within sixty (60) days of the imposition of the lien, a stay of all sale, entry, foreclosure, or other collection proceedings in regard to such obligations, then Tenant shall, within ninety (90) days of the imposition of such lien, transfer such lien to bond and the failure to do so shall constitute a default under this Lease. In the event of such a default, no further notice shall be required to be given to Tenant for Tenant to be deemed in default under this Lease. 12.2 The interest of Landlord in the Fee Estate shall not be subject in any way to any liens, including construction liens, for Improvements to or other work performed in the Development Parcel by or on behalf of Tenant. Tenant shall have no power or authority to create any lien or permit any lien to attach to the Fee Estate and all mechanics, materialmen, contractors, artisans, and other parties contracting with Tenant or its representatives or privies as to the Development Parcel or any part of the Development Parcel are charged with notice that they must look to the Tenant to secure payment of any bill for work done or material furnished or for any other purpose during the Lease Term. These provisions are made with express reference to Section 713.10, Florida Statutes. Landlord and Tenant acknowledge and agree that for the purposes of this provision, improvements to be performed by Tenant in accordance with this Lease shall not constitute the "pith" or essence of this Lease, and any such improvements are being performed at Tenant's sole discretion. Tenant shall notify every contractor making Improvements to the Development Parcel and supplier of materials for such Improvements that the interest of the Landlord in the Development Parcel shall not be subject to liens. 12.3 Further, Tenant shall indemnify, defend, and save Landlord harmless from and against any damage or loss, including reasonable attorneys' fees, incurred by Landlord as a result of any liens imposed on the Fee Estate or other claims arising out of or related to work performed in the Development Parcel by or on behalf of Tenant. 49 ARTICLE 13 PROHIBITIONS ON USE OF DEVELOPMENT PARCEL 13.1 Special Provisions Concerning Use of Development Parcel by Tenant. (A) Tenant shall not construct, otherwise develop, or use or allow the use on the Development Parcel, for anything that is inconsistent with the terms and conditions of this Lease; provided, however, that subject to compliance with this Lease and the Construction Administration Agreement, nothing herein will prohibit Tenant, any Subtenant or any Affiliate thereof from (i) developing the Miami Freedom Park Commercial Development with Improvements in the manner contemplated by the Development Concept, as may be amended; or (ii) developing the Development Parcel as a non-residential leasehold condominium in accordance with applicable requirements of Chapter 718, Florida Statutes, provided that the same is in compliance with the Charter Amendment and Landlord has first approved the form and content of any declaration of condominium, which approval shall not be unreasonably withheld, delayed or conditioned and further provided that no condominium may be created prior to completion of all the Public Benefits. (B) The Development Parcel shall not knowingly be used for any unlawful or illegal business, use or purpose, or for any business, use or purpose that constitutes a legal nuisance of any kind (public or private); or any purpose which violates the approvals of applicable Governmental Agencies. (C) No covenant, agreement, lease, Sublease, Leasehold Mortgage, security for a Mezzanine Financing or other instrument shall be effected or executed by Tenant, or any of its permitted successors or assigns, whereby the Development Parcel or any portion thereof is restricted by Tenant, or any permitted successor in interest, upon the basis of race, color, religion, sexual orientation, sex or national origin in the lease, use or occupancy thereof. Tenant shall comply with all Applicable Laws, in effect from time to time, prohibiting discrimination or segregation by reason of race, color, religion, sexual orientation, sex, or national origin in the lease or occupancy of the Development Parcel. 13.2 Tenant's Duty and Landlord's Right of Enforcement Against Tenant and Permitted Successors and Assignees. Promptly upon learning of the occurrence of actions prohibited by Section 13.1, Tenant shall promptly take steps to terminate same, including the bringing of a suit in a court of competent jurisdiction, if necessary. In the event Tenant does not take steps to terminate a prohibited action within ten (10) Business Days of Tenant learning of any actions, Landlord may seek appropriate injunctive relief against the party or parties actually engaged in the prohibited action in the Circuit Court of Miami -Dade County without being required to prove or establish that Landlord has inadequate remedies at law. 13.3 Public Park Parcel Uses. From and after the Possession Date until the expiration or termination of this Lease, whichever shall first occur, the City may not undertake, authorize, grant or license any right to, or otherwise permit any of its agents or any third party to use the 50 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). (D) The City shall not conduct, sponsor, license or permit any event within the Public Park Parcel that materially blocks or interferes with ingress or egress to and from the Soccer Stadium Development during such times as soccer matches or other events are taking place thereon. The City agrees that the foregoing restrictions shall run with the Parent Tract from the Possession Date through the earlier to occur of the expiration or termination of the Lease or Stadium Lease. The City, at the written request of MFP but not before the Possession Date, shall record the foregoing restrictions in an appropriate legal instrument in the public records of Miami -Dade County after the Possession Date. Notwithstanding anything to the contrary contained in this Section 13.3, Landlord shall have the right, but not the obligation, to: (i) construct one or more City of Miami administrative buildings on the Public Park Parcel without the consent of Tenant; provided that such development does not materially impede access (as set forth in the Approved Special Area Plan) to the Development 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. 51 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, SUBLEASES, ETC. 15.1 Right to Transfer. (A) Tenant shall not assign or transfer this Lease, in whole or in part (including an assignment or transfer of this Lease constituting a Capital Transaction), without Landlord's prior written consent, which consent may be arbitrarily withheld, condition or delayed in Landlord's sole and absolute discretion; provided, however, that the foregoing shall not prohibit a collateral assignment of this Lease, a Sublease made in accordance with this Article 15 or any other assignment otherwise expressly permitted in this Lease. Subject to and in accordance with the terms and conditions of this Article 15, Tenant shall have the right, without Landlord's prior written consent (but with prior written notice to Landlord), to enter into any Sublease, license, concession, or other grant of other similar occupancy rights with respect to the Development Parcel and the Improvements. (B) Notwithstanding the foregoing, Landlord's prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, shall be required for an Affiliate Lease Transaction. With respect to Affiliate Lease Transactions, Landlord's consent to a proposed Affiliate Lease Transaction may be withheld only if the Sublease with respect thereto does not require the proposed Affiliate Subtenant to pay fair market rent for the premises, which, in the case of a dispute related thereto, shall be determined by an appraisal completed by an appraiser selected by the Tenant and approved in writing by Landlord. Tenant shall provide Landlord notice of any Affiliate Lease Transaction a minimum of forty-five (45) days prior to the effective date of the proposed Affiliate Lease Transaction. If the Landlord fails to deliver written notice to the Tenant of its approval of the proposed transaction within such period, the Affiliate Lease Transaction shall be deemed disapproved. (C) As a material inducement to Landlord entering into this Lease, Tenant shall at all times keep current records of all Subleases, Leasehold Mortgages and Mezzanine Financing. Tenant shall deliver to Landlord a true and correct copy of any Sublease, Leasehold Mortgage or Mezzanine Financing affecting the Demised Premises and any material amendment or modification of any of the foregoing twice per Lease Year (no later than January 31' and June 30th of each Lease Year). 15.2 Right to Mortgage/Encumber Leasehold & Right to Pledge Equity Interests. (A) Subject to and in accordance with the terms and conditions of this Article 15, Tenant and/or any Subtenant shall be permitted, without the prior consent of Landlord (but with prior written notice to Landlord), to encumber its interest in the Lease or Sublease (as applicable) through a Leasehold Mortgage, deeds of trust, assignment of rents and security agreements and other real property security instruments, and thereby mortgage, collaterally assign, 52 and/or encumber its respective leasehold/subleasehold interest in the Development Parcel or any part thereof together with all appurtenances, rights, privileges and easements benefiting or pertaining thereto, including all of Tenant's or Subtenant's right, title and interest in and to the Improvements and all Personal Property. (B) Tenant and/or any Subtenant and the direct and indirect owners of equity interests in Tenant and/or Subtenant shall have the right, from time to time, and without the prior consent of Landlord (but with prior written notice) to pledge and otherwise encumber any of its respective direct or indirect equity or ownership interests (whether stock, partnership interest, beneficial interest in a trust, membership interest or other interest of an ownership or equity nature) (herein, "equity interests" or "ownership interests") to secure a loan made by a Mezzanine Financing Source. The granting of such pledge or other security shall not operate to make the Mezzanine Financing Source thereunder liable for performance of any of the covenants or obligations of Tenant and/or Subtenant under this Lease or any Sublease, as applicable. (C) The amount of any indebtedness secured by any Leasehold Mortgage or any Mezzanine Financing ("Secured Indebtedness") may be modified, amended, restated, replaced, extended, increased, refinanced, consolidated or renewed from time to time, all without the consent of Landlord (but with prior written notice). Any transfer of any direct or indirect ownership interest in Tenant and/or Subtenant from the foreclosure by any Mezzanine Financing Source of a pledge of ownership interests in Tenant and/or Subtenant or other appropriate actions or proceedings in the nature thereof, or any transfer made to the purchaser at a foreclosure of such pledge of ownership interests, or any conveyance, assignment or transfer in lieu of such foreclosure (including any transfer to the Mezzanine Financing Source or Leasehold Mortgagee, any nominee of Mezzanine Financing Source, Leasehold Mortgagee or a third party buyer), or any change of Control or other transfer of any direct or indirect ownership interest in Tenant and/or Subtenant to the Mezzanine Financing Source, Leasehold Mortgagee or its nominee resulting from the exercise by the Mezzanine Financing Source or Leasehold Mortgagee of any other rights or remedies under any Secured Indebtedness documents, including, without limitation, any pledge or other security agreements or any partnership agreement, operating agreement or other organizational documents, shall not require the consent of Landlord and shall not constitute a breach of any provision or a default under this Lease. (D) For purposes of the Subtenant encumbering its interest in its Sublease through a Leasehold Mortgage and/or pledging and otherwise encumbering any of its equity interests or ownership interests to secure a loan made by a Mezzanine Financing Source, all references in Sections 15.2(E) — (T) (but, excluding Section 15.2(M)) to Landlord shall mean Tenant, as the sublandlord under the Sublease, all references to the Lease shall mean the Sublease, and all references to Tenant shall mean the Subtenant, as the Subtenant under the Sublease. (E) If Tenant shall send Landlord written notice of the existence of a Leasehold Mortgage (as to a Leasehold Mortgagee) or the existence of security for a Mezzanine Financing (as to a Mezzanine Financing Source), attaching, as applicable to such notice a copy of the Leasehold Mortgage or security agreement, and the address of the Lender thereunder for the service of notices, the Lender set forth in such notice shall be deemed to be a "Lender" for the purposes of this Section 15.2. Once such notice shall have been given, Landlord shall be entitled 53 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 Development Parcel, after using diligent efforts to obtain same (only to the extent access is required in order to cure the default), or (3) other similar prohibition or other cause beyond the reasonable control of Lender; or (iii) If a default is of such a nature that it is impossible for the Lender to remedy it even with diligence and continuity and regardless of the amount of time provided for such purpose, any such default shall be deemed waived by Landlord solely for the benefit of the Lender, provided that (x) the Lender complies with the other applicable provisions of this Article and a new lease is executed by Landlord and the Lender or its nominee or assignee as contemplated below or (y) if Lender (including its designee, assignee or nominee) consummates a foreclosure of the Leasehold Estate or the direct or indirect ownership interest in Tenant, all such Tenant - specific defaults shall be deemed automatically waived, but only for the benefit of such Lender, and its successors or assigns; or (iv) As applicable, the Leasehold Mortgagee is diligently proceeding to foreclose the lien of its Leasehold Mortgage, or the Mezzanine Financing Source is diligently proceeding to foreclose on its direct or indirect ownership interest in Tenant; or 54 (v) If such default relates to the non-payment of insurance, such Lender will be afforded 30 days (after such Lender's receipt of Default Notice) to pay for and procure the applicable insurance. Notwithstanding anything to the contrary contained herein, at any time that all or any portion of the Development Parcel is encumbered by a Leasehold Mortgage, the remedy of termination of this Lease may only be exercised by Landlord if Tenant's default relates to (i) a fraudulent 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 Section 15.2(F) hereof, whether the same consists of the failure to pay any sum due under this Lease or the failure to perform any other matter or thing which Tenant is hereby required to do or perform, and Landlord shall accept such performance on the part of the Lender as though the same had been done or performed by Tenant. For such purpose, Landlord and Tenant hereby authorize the Lender to enter upon the Development Parcel and to exercise any of Tenant's rights and powers under this Lease and, subject to the provisions of this Lease, under its 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 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 restrictionshall 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 55 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 Development Parcel with Landlord, subject, however, to the rights of all Subtenants under the Subleases and the Non -Disturbance Agreements. The term of such new lease shall begin on the date of the termination of this Lease and shall continue for the remainder of the term of this Lease and include all remaining option periods, which shall be exercised pursuant to Section 2.2(B) hereof. Such new lease executed by the Lender or its nominee or assignee shall otherwise contain the same terms and conditions as those set forth herein, except for requirements that have already expired or been performed, and except for prior obligations of Tenant which are not curable as provided herein and which remain unperformed or unsatisfied; provided, however, thereto as a condition to being able to enter into such new lease, the New Tenant thereunder shall cure any existing defaults, or defaults which existed as of the termination of the Lease with Tenant, which are capable of being cured within the applicable cure periods set forth above in this Article. It is the intention of the Parties hereto that, to the fullest extent permitted by Applicable Law, such new lease shall have the same priority relative to other rights or interests to or in the fee estate in the land covered by the new lease as this Lease, subject, however, to the rights of the Subtenants under the Subleases. The provisions of this Section 15.2(1) shall survive the termination (but not the expiration) of this Lease and shall continue in full force and effect thereunder to the same extent as if this Section 15.2(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 Development Parcel without hindrance or interference by Landlord. At Landlord's or the Lender's request, the Parties shall enter into an additional agreement with Landlord confirmatory of the provisions of this Section 15.2(I). 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 Development Parcel in an unreasonable manner; (b) terminate any Sublease(s) except for a default thereunder beyond all applicable notice and cure periods; or (c) sublease any portion of the Development Parcel. When the parties thereto sign a new lease, Landlord shall transfer to New Tenant all Subleases (including any security deposits held by Landlord, if any), service contracts, premises operations, and net income Landlord collected from the Development Parcel during the period described in the previous sentence and any offset rights which Tenant was entitled to under this Lease prior to the termination thereof shall automatically be transferred to New Tenant. 56 (J) During the term of any Leasehold Mortgage, no surrender (except a surrender upon the expiration of the term of this Lease) by Tenant to Landlord of this Lease, or of the Development Parcel or any part thereof, or of any interest therein, and no termination of this Lease, may occur except as expressly provided herein, nor may any of the terms hereof be amended, modified, changed or canceled, except as expressly provided herein, in a manner which is detrimental to a Lender without the prior written consent of the Lender, which consent may be given or withheld in the sole discretion of the Lender. (K) In the event that the Lender or its nominee or assignee succeeds to Tenant's interest in this Lease, Landlord agrees to look solely to such interest in the Lease and to the Improvements upon the Development Parcel for the performance of the obligations of Tenant hereunder, and shall never seek to recover against any other assets of such Lender. (L) If at any time multiple Lenders exist: (a) any notice to Lender refers to all Lenders; (b) except under the foregoing clause (a), only the most senior Lender may exercise all rights of Lenders, to the exclusion of junior Lenders; (c) to the extent that the most senior Lenders declines to do so, any other Lenders may exercise those rights, in order of priority; and (d) if Lender do not agree on priorities, a written determination of priority issued by a title insurance underwriter licensed in the State of Florida shall govern. (M) Unless otherwise provided in this Lease, Landlord shall never be required, under any provision of this Lease relating to Lender or otherwise, to mortgage the Fee Estate. Landlord agrees not to mortgage or otherwise create a security interest, lien or Encumbrance on the Fee Estate (each, a "Fee Mortgage"), except in compliance with the provisions of this Section 15.2(M). Any Fee Mortgage shall be expressly subordinate to this Lease, all amendments and modification thereto and extensions thereof; and shall include the fee mortgagee's agreement to execute, acknowledge and deliver for recording, upon request, to any Lender (or its successor, assignee or designee) a subordination agreement containing such terms as are reasonably acceptable to such Lender. However, the failure by a fee mortgagee to deliver a requested subordination agreement (with respect to this Lease, any Leasehold Mortgage and/or any security for Mezzanine Financing) shall not affect the rights of any Lender hereunder or the priority of such Leasehold Mortgage/security for Mezzanine Financing over such Fee Mortgage. Except as otherwise provided for in this Lease and the Ancillary Agreements, including the easements set forth in the Construction Administration Agreement, Tenant hereby acknowledges and agrees that nothing herein shall serve to prohibit, abridge, or otherwise restrict Landlord's ability to construct upon, utilize, and encumber the Public Park Parcel or any part of the Parent Tract not leased to Tenant. (N) In addition to a copy of the Default Notice, as set forth in Section 15.2(F) above, Landlord agrees to deliver to each Lender of which Landlord has been provided the notice under Section 15.2(F) any other material correspondences or material notices delivered to Tenant, as reasonably deemed material by Landlord. Landlord and Tenant also agree to deliver to such Lender(s) a copy of any voluntary termination by either Party or the election of Tenant to extend or not extend the Lease as provided under Section 2.2(B) herein. 57 (0) A Lender that receives the proceeds of insurance or condemnation awards to which Tenant would otherwise have been entitled under Article 16 or Article 17 hereof shall use and apply or dispose of such proceeds or award in accordance with the applicable terms of Article 16 or Article 17, as applicable. If more than one such Lender desires to receive such award and undertake such obligation, the most senior Lender shall have priority in the exercise of such right. If Lenders do not agree on priorities, a written determination of priority issued by a title insurance underwriter licensed in the State of Florida shall govern. (P) To the extent set forth in the applicable Leasehold Mortgage, a Lender shall have the right (but not the obligation) to participate in the adjustment of insurance claims, to appear in any and all Taking proceedings with respect to the portion of the Leasehold Estate encumbered by the Leasehold Mortgage or any portion thereof, and to participate in any and all hearings, trials or appeals in connection therewith; provided, however, that no Lender shall have any right, claim or interest in any Taking proceedings that relate to the Fee Estate. (Q) As long as the lien of a Leasehold Mortgage or any security for a Mezzanine Financing remains undischarged, unless Lender shall otherwise expressly consent in writing, the fee title to the Development Parcel and the estate of Tenant therein created by this Lease shall not merge, but shall remain separate and distinct, notwithstanding the acquisition of such fee title and such estate of Tenant therein by City or by Tenant or by a third party, by purchase or otherwise. (R) In the event of a Bankruptcy Action in which Tenant thereof is a debtor: (i) If this Lease is rejected in connection with such Bankruptcy Action by the Tenant or a trustee in bankruptcy for such Person (or other Person to such proceeding), such rejection shall be deemed an assignment by such Persons to Lender of the Development Parcel and all of Tenant's interests in this Lease and neither the Leasehold Estate nor this Lease shall terminate or be cancelled and Lender shall have all rights and obligations of such Person as if such Bankruptcy Action had not occurred, unless Lender shall reject such deemed assignment by notice to Landlord within thirty (30) Business Days following such rejection. (ii) If any court of competent jurisdiction or other tribunal shall determine that the Lease shall have been terminated or cancelled notwithstanding the provisions of clause (i) above as a result of such rejection, the rights of New Tenant to a new lease under Section 15.2(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 any Sublease, in the event any Lender would have priority over any Sublease, the Lender shall be obligated to agree to recognize and not disturb the rights of the Subtenant under its Sublease upon any foreclosure of the Leasehold Mortgage and/or security for a Mezzanine Financing, except in the event the Subtenant defaults beyond any applicable cure period under its Sublease. 58 In the event of any conflict between this Section 15.2 and any other terms and provisions of this Lease, this Section 15.2 shall prevail. 15.3 Rights to Sublease and Non -Disturbance to Subtenants. (A) Except for an Affiliate Lease Transaction and subject to Section 15.3(B), Tenant may enter into one or more subleases of (or other agreements granting third parties a right to possession of) portions of the Development Parcel (each a "Sublease") without the prior consent of the City (but with prior written notice, which notice shall include a copy of the proposed Sublease) with a third party ("Subtenant"), provided that (i) no Event of Default then exists and (ii) the Sublease contains the following provisions: (i) Legal Description. The Sublease shall have a clearly defined legal description. (ii) Term. The Sublease shall be for a term equal to or less than the presently existing Lease Term (i.e., which shall include any properly exercised Options and shall not include any unexercised Options, except that a Sublease may provide for an option to extend the term through a period up to and including the expiration of the term of any unexercised Option). (iii) Covenants. The Sublease shall include the covenants required by the applicable Sections of this Lease and require, to the extent applicable, the Subtenant to comply with all provisions of the Lease and Construction Administration Agreement applicable to the subleased premises, including, without limitation, all permitting requirements, all deadlines for Completion of Construction set forth in Section 2.10(D) of the Construction Administration Agreement and the procedures to approve plans and specifications for the construction of any Improvements within the portion of the property applicable to the Sublease in the manner set forth in the Construction Administration Agreement. (iv) Subordination. The Sublease shall provide that such Sublease shall be subject and subordinate to the terms of this Lease (but subject to the provisions of any applicable Non -Disturbance Agreement described in Section 15.3(C)); provided, however that (a) the non - disturbance provisions in the Non -Disturbance Agreement shall have no force or effect and shall not be binding on Landlord unless and until the Initial Threshold shall have been satisfied, and (b) Landlord shall have the right to terminate any subleasehold fee estate in conjunction with the termination of this Lease at any time prior to the date on which the Tenant achieves the Initial Threshold. (v) Compliance With Laws and Insurance. The Sublease shall provide that such Subtenant shall comply in all material respects with all Applicable Laws as to the applicable Miami Freedom Park Commercial Development Component, and any and all requirements of public liability, fire and other policies of insurance which may be applicable to its operations, activities, rights and obligations under such Sublease. (vi) Specific Language To Be Included in Subleases. Subleases shall contain the following provisions: 59 All terms, covenants, and provisions of this Sublease and all rights, remedies, and options of Subtenant under this Sublease are and shall at all times remain fully subject and subordinate in all respects to the Lease. If the Lease and the Leasehold Estate terminate, then this Sublease shall terminate (except as Landlord has agreed otherwise in a written Non -Disturbance Agreement). In that event the Non -Disturbance Agreement shall have been entered into with a Subtenant, the terms of Section 15.3(C) below shall apply. (vii) Obligations of Tenant Under Sublease. No Sublease shall affect any obligations of Tenant or rights of Landlord under this Lease, all of which shall continue in full force and effect notwithstanding any Sublease. Any Sublease shall expire no later than one hour before the expiration date of this Lease. If a Subtenant shall take any action that would constitute a default under this Lease, such default shall be deemed an Event of Default subject to Tenant's cure rights to the extent set forth in Section 18.1(M). (viii) Subleasehold Mortgages. To the extent permitted in Section 15.2 above and subject to the provisions set forth therein, Subtenant shall be permitted to encumber its interest in the Sublease through a Leasehold Mortgage and/or security for a Mezzanine Financing without the consent from Tenant or Landlord being required. (ix) 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. (B) Limitation on Subleasing and Commencement of Construction Prior to Occurrence of Initial Threshold. Upon the Lease Commencement Date, Tenant shall be permitted to enter into Sublease(s) with respect to any portion of the Development Parcel; provided, however, that neither Tenant nor any Subtenant or other occupant shall be permitted to Commence Construction of any vertical Improvements prior to satisfying the Initial Threshold. (C) Subordination, Non -Disturbance and Attornment Agreement. Notwithstanding anything contained herein to the contrary, Landlord agrees to execute with each Subtenant which has executed a Sublease in the ordinary course of business, a Subordination, Non - Disturbance and Attornment Agreement (the "Non -Disturbance Agreement") in form and substance attached hereto and made a part hereof as Schedule 15.3 of this Lease. Pursuant to each Non -Disturbance Agreement, upon any termination of this Lease prior to the expiration of the then applicable term, and all options or renewal terms (if exercised), under the Sublease having the benefit of the Non -Disturbance Agreement, such Sublease shall continue in full force and effect and Landlord shall succeed to all of the right, title and interest of Tenant as landlord under such 60 Sublease and the Sublease shall become a direct lease between Landlord and the Subtenant thereunder thereby establishing privity of estate and contract as between Landlord and the Subtenant under such Sublease with the same force and effect as though the Sublease were originally made from Landlord in favor of such Subtenant. Notwithstanding the foregoing, however, Landlord will not be responsible for any monies on deposit with Tenant to the credit of such Subtenant not received by Landlord. The Non -Disturbance Agreement shall also be subject to the condition that Landlord: (i) shall not be liable for any act or omission of any prior landlord, including, without limitation, Tenant, or for any fact, circumstance or condition existing prior to Landlord's termination of the Lease or taking of possession; (ii) shall not be bound by any rent or additional rent which any Subtenant may have prepaid more than one (1) month in advance under any Sublease; (iii) shall not be subject to any offsets, claims or defenses which any Subtenant might have against any prior landlord (including, without limitation, Tenant) except to the extent such Subtenant has such rights under its Sublease; (iv) shall not be bound by any amendment to the Sublease entered into without Landlord's consent that would have a material adverse effect on Landlord's rights or by any agreement in any Sublease to construct or complete any Subtenant premises or any improvement thereof for any Subtenant, or to indemnify any Subtenant for any loss resulting from a failure to timely deliver any Subtenant premises (provided, however, that Landlord shall make casualty insurance proceeds received by it for a loss suffered by the Subtenant available for repair or reconstruction of such premises); and (v) shall not have an obligation to return any security deposit which any Subtenant may have paid or deposited under any Sublease (unless such security deposit was previously transferred to the Landlord). (D) Subtenants of Subtenants. Subject to the limitations set forth in Section 15.3(B), any Subtenant may enter into one or more subleases of portions of the Development Parcel subleased to such Subtenant without the prior consent of the City, provided that (i) Subtenant is not in default under its Sublease, which default remains uncured following expiration of all applicable cure periods, and (ii) the sublease between Subtenant and its subtenant contains the provisions set forth in Section 15.3(A)(i) — (vi). Additionally, for purposes of this Lease, a "Subtenant" may also include any subtenants of any Subtenant, subject to the same obligations of a Subtenant hereunder and with the same rights and benefits of a Subtenant hereunder, including, but not limited to, the right to a Non -Disturbance Agreement from Landlord as provided in Section 15.3(C) above. 15.4 Estoppel Certificates from Landlord. Upon request of Tenant, any Lender or any Subtenant, Landlord agrees to use good faith efforts to give such requesting party an estoppel certificate in accordance with Section 23.2 herein, and the requesting party shall be entitled to rely on the estoppel certificate; provided that Landlord shall not incur any liability for damages to any 61 Lender, Subtenant, or other third party by virtue of providing such certificate, even if later determined to be inaccurate (provided that Landlord has exercised good faith in so providing). If Landlord fails to provide such estoppel certificate within the sixty (60) day period set forth in Section 23.2 herein, the Tenant, Lender, or Subtenant (as applicable) shall deliver a second notice to the Landlord requesting the estoppel certificate, which shall prominently set forth that such notice is a second notice. 15.5 Right to Create Non -Residential Leasehold Condominium. At any time after Park Site Development Completion, Tenant, subject to the terms of the Lease and in compliance with Section 718.401, Florida Statutes, shall be permitted from time to time, to create one or more non-residential leasehold condominium regimes, without the prior consent of Landlord; provided Landlord shall have the first approved the form and content of any such declaration of condominium (each approval not to be unreasonably withheld). Following Landlord's approval of the form and content of declaration of condominium and the recordation thereof, Tenant shall give written notice to Landlord specifying the name and address of any condominium association to which notices required by this Lease shall be sent, and a copy of the governing documents of the condominium regime. 15.6 Capital Transaction. 15.6.1 Without the Landlord's prior written approval, Tenant shall have the right to enter into any Capital Transaction; provided, however, that: (i) no such Capital Transaction may occur with any Disqualified Person (unless otherwise approved in writing by Landlord); and (ii) an assignment or transfer of the Lease shall be subject to the provisions of the first sentence of Section 15.1(A) above. Tenant shall provide Landlord notice of any Capital Transaction a minimum of thirty (30) days prior to the effective date of the proposed Capital Transaction and, in such notice, Tenant shall disclose the entities or individuals who will constitute Record Owners of the Tenant or assignee after the closing of the Capital Transaction and certify to the Landlord that no such Record Owners are Disqualified Persons (unless otherwise approved in writing by Landlord). 15.6.2 Notwithstanding anything to the contrary in this Lease, Tenant agrees that upon the occurrence of a Capital Transaction and the receipt by Record Owners of the proceeds therefrom, Tenant will pay to Landlord an amount equal to one percent (1 %) of the gross proceeds actually received by the Record Owners of the Tenant resulting from any Capital Transaction. The Parties' intent is that any revenue derived by the Tenant from any sale, assignment or other transfer of the membership or other equity or beneficial interest in the Tenant and reinvested into the Project will not constitute a Capital Transaction, while any revenue from any sale, assignment of other transfer of the membership or other equity or beneficial interest in the Tenant that is not reinvested into the Project and instead distributed to the Record Owners will be subject to the payment of the Capital Transaction fee. For avoidance of doubt, if the Capital Transaction contemplates any deferred payments to be made to the Tenant (i.e. an earn -out payment or any seller financing), then the Tenant shall have the obligation to pay to the Landlord the applicable Capital Transaction fee for such deferred payments upon receipt thereof. Tenant shall provide Landlord with access to reasonable documentation to confirm the amount payable pursuant hereto promptly after Landlord's demand thereof. 62 15.7 Facilities Maintenance Agreement. 15.7.1 To promote the integrated and mixed use nature of the Project, including identification of such portions of the Project available for public use, and to ensure that the common or shared components of the overall Project (such as, without limitation, walkways, promenades, driveways, parking facilities, park areas, Project -wide lighting and signage, and other shared components, areas and facilities) are maintained and benefit each other, the Tenant shall have the right to enter into (and record a notice related thereto in the public records) a facilities maintenance agreement, which agreement shall be subject to the reasonable approval of the Landlord (the "Facilities Maintenance Agreement"). Pursuant to the Facilities Maintenance Agreement, the plazas, walkways, greenways, and sidewalks identified in the Development Concept for the Development Parcel shall be generally maintained "open to the public" without discrimination, subject to reasonable operational rules, regulations and restrictions typically imposed by commercial operators of commercial properties similar to the Development Parcel, and such common or shared components, areas and facilities will be available for use by the portions of the Development Parcel and Stadium Parcel intended to be served thereby. The Facilities Maintenance Agreement shall provide that the plaza area immediately adjacent to the Stadium Parcel and within the security perimeter of the Stadium, as identified in the Approved Special Area Plan, will be accessible by ticketholders of Stadium Events at no additional charge and will be made available to IMS for the operational needs of the Stadium during Stadium Events. The Facilities Maintenance Agreement will provide the method by which the cost of the maintenance of the common areas and facilities will be shared by the respective users or Subtenants of the Project, which, to the extent practicable, will be pro rata amongst such parties. The Parties, in good faith, agree to negotiate, as a part of the Landlord's review and approval of the Facilities Maintenance Agreement, the potential rights of the Landlord to terminate the Facilities Maintenance Agreement, and the consequences thereof, with respect to those portions of the Development Parcel that Landlord takes back possession in connection with the exercise of any rights or remedies available under this Lease; provided, however, with respect to any parcel that Landlord intends to use as a park or other public purpose, Landlord shall have the unfettered right to have any such parcels released from the Facilities Maintenance Agreement. 15.7.2 Upon execution of the Facilities Maintenance Agreement (and following Landlord's approval thereof), Landlord hereby agrees to recognize and not disturb the rights of Tenant and any transferee (and its or their respective Subtenants and other subtenants, including licensees, employees, customers, guests, invitees and/or other permitted users) to the common or shared components, areas or facilities identified as such in the Facilities Maintenance Agreement and, if requested by Tenant, execute a joinder to the Facilities Maintenance Agreement for the sole purpose of recognizing the rights set forth therein. 15.8 Prohibition on Transfer of Mas Family Control. Tenant (i) represents and warrants that the Mas Family has, as of the Lease Commencement Date, Control of MFP, and (ii) agrees that, from and after the Lease Commencement Date until achievement of Park Site Development Completion and the receipt of a Certificate of Occupancy for the Soccer Stadium Development, the Mas Family shall continuously and without interruption maintain Control of 63 MFP. The representations and warranties set forth in this Section 15.8 shall be deemed material representations and warranties for purposes of Section 18.1(C). ARTICLE 16 EMINENT DOMAIN 16.1 Taking of Development Parcel. For purposes of this Article, any of the following three events shall be deemed a "Taking": (a) if any part of the Development Parcel is taken or condemned through the exercise of the power of eminent domain by any governmental or private board, body, or agency having the right to exercise such power or through inverse condemnation; (b) if any part of the Development Parcel is conveyed to any condemning authority under threat of condemnation before or after proceedings have been commenced to acquire the property by the condemning authority; or (c) if a "taking" is judicially declared with respect to any part of the Development Parcel. Landlord, Tenant, Subtenants, and any Leasehold Mortgagee may appear and participate in any such proceeding or action, to negotiate and prosecute any claim for compensation on account of any Taking as it relates to each of their respective interests in the Development Parcel. All amounts, including, but not limited to, any business damages and/or moving and relocation expenses, paid in connection with any Taking of the Development Parcel shall be applied pursuant to this Article. All such amounts are defined as the "Award." 16.1.1 In the event of a Taking of the entire Development Parcel ("Total Taking"), the Term shall terminate on the date that title transfers to the condemning authority. In the event of a Total Taking, the Parties shall have the following rights and obligations with respect to the Award, each measured as if no Total Taking had occurred: (i) Landlord shall have the right to receive that portion of the Award that represents the Leased Fee Value, and (ii) Tenant shall have the right to receive that portion of the Award that represents the fair market value of the Improvements and the value of Tenant's Leasehold Estate created pursuant to this Lease, together with any relocation costs and any other damages or costs incurred as a result thereof that Tenant may be entitled to under Applicable Law. 16.1.2 In the event of a Taking of less than the entire Development Parcel ("Partial Taking"), the Parties shall have the following rights and obligations with respect to the Award, each measured as if no Partial Taking had occurred: (i) Landlord shall have the right to receive thatportionof the Award that represents the Leased Fee Value of such portion of the Development Parcel subject to the Partial Taking, and (ii) Tenant shall have the right to receive that portion of the Award that represents the fair market value of the Improvements within such portion of the Development Parcel subject to the Partial Taking and the value of Tenant's Leasehold Estate for such portion of the Development Parcel subject to the Partial Taking, together with any relocation costs and any other damages or costs incurred as a result thereof that Tenant may be entitled to under Applicable Law. In addition, should Tenant elect not to terminate this Lease in accordance with Section 16.3 below, (x) Tenant is additionally entitled to that portion of the Award that represents the cost to repair and restore any damage to the Development Parcel ("Cost to Cure") as provided for in Section 16.4. and (y) Landlord shall be entitled to that portion of the Award that represents damages to the Development Parcel remaining after the restoration by Tenant ("Unmitigated Damages"). Should Tenant elect to terminate this Lease in accordance with 64 Section 16.3 below, Landlord shall be entitled to that portion of the Award that represents the Cost to Cure and any Unmitigated Damages to the remaining Development Parcel. 16.1.3 With respect to any Taking, Tenant may also pursue a separate claim for business damages, for any trade fixtures and personal property so taken which were the property of Tenant, for moving and/or relocation costs, and for any other damages or costs incurred as a result thereof that Tenant may be entitled to under Applicable Law. 16.2 Proceeds of Taking. If this Lease is terminated following a Total Taking under Section 16.1, or if this Lease is terminated following a Partial Taking under Section 16.3 herein, the proceeds of any such Taking (whole or partial) shall be distributed as described in Section 16.1 and Section 16.2, as applicable. If the value of the respective interests of Landlord and Tenant shall be determined according to the foregoing provisions of this Article 16 in the proceeding pursuant to which the Development Parcel shall have been taken, the values so determined shall be conclusive upon Landlord and Tenant. If such values shall not have been separately determined in such proceeding, such values shall be fixed by agreement mutually acceptable to Landlord and Tenant, or if they are unable to agree, by an apportionment hearing within the condemnation proceeding. In any type of proposed Taking that results under this Article 16, Landlord and Tenant, in their respective capacities, may each seek to recover from the condemning authority their respective attorney's fees and costs in the manner provided for under Applicable Law, including under Chapters 73 and 74 of the Florida Statutes, and the laws related thereto. 16.3 Partial Taking; Termination of Lease. If, in the event of a Partial Taking, in the good faith, reasonable judgment of Tenant: (i) the remaining portion of the Development Parcel not so taken cannot be adequately restored, repaired or reconstructed so as to constitute a complete architectural unit of substantially the same usefulness, design, construction, and commercial feasibility, as immediately before such Taking, or (ii) the Award to Tenant for such Partial Taking is insufficient to pay for such restoration, repair or reconstruction of the Development Parcel, Tenant shall have the right, to be exercised by written notice to Landlord within one hundred twenty (120) days after the date of Partial Taking, to terminate this Lease on a date to be specified in such notice (not to exceed thirty (30) days after the date of Partial Taking) (such termination date hereinafter referred to as the "Partial Taking Termination Date"). In such case Tenant shall pay and shall satisfy all Rents and other payments due and accrued hereunder up to the Partial Taking Termination Date and shall perform all of the obligations of Tenant hereunder to such Partial Taking Termination Date, and thereupon this Lease and the Term herein shall cease and terminate. 16.4 Partial Taking; Continuation of Lease. If, following a Partial Taking, this Lease is not terminated as hereinabove provided, then (i) the Term of this Lease shall terminate as to the portion of the Development Parcel taken in such condemnation proceedings; and (ii) as to that portion of the Development Parcel not taken, Tenant shall use its portion of the Award arising from the Partial Taking and/or insurance proceeds paid to Tenant to make an adequate restoration, repair or reconstruction or, at Tenant's discretion, to rebuild a new building upon the portion of the Development Parcel not affected by the Taking. Any portion of the Award payable to Tenant and not used for such restoration, reconstruction, repair or rebuilding, shall be retained by Tenant. If the part of the Award so paid to Tenant is insufficient to pay for such restoration, repair or 65 reconstruction, but Tenant does not terminate the Lease pursuant to Section 16.3, Tenant shall be responsible for providing the additional monies required to pay the remaining cost of whatever restoration, repair and reconstruction is required to complete the same in accordance with the applicable provisions of the Construction Administration Agreement (as if same were applicable to such restoration, repair or reconstruction) free from mechanics' or materialmen's liens. Tenant shall at all times defend and save Landlord free and harmless from any and all such liens (all in accordance with the applicable provisions of this Lease). If Tenant elects not to terminate the Lease Term, then the Rent and/or other amounts otherwise payable hereunder by Tenant may be partially abated on an equitable basis as determined by the specific scope of the Partial Taking. 16.5 Temporary Taking. If the whole or any part of the Development Parcel or of Tenant's interest under this Lease is taken for a temporary period ("Temporary Taking"), the Term shall not terminate by reason thereof, and Tenant shall continue (i) to pay, in the manner and at the times herein specified, the Rent, and all other charges payable by Tenant hereunder, though partially abated during the period of such Temporary Taking to the extent any portion of the Development Parcel is unavailable for use by Tenant (such abatement to be determined on an equitable basis), and (ii) except only to the extent that Tenant either may be prevented from so doing pursuant to the terms of the order of the condemning authority or is unable to do so given the nature of the Temporary Taking, to perform and observe all of the other terms, covenants, conditions and all obligations hereof upon the part of Tenant to be performed and observed, as though such Temporary Taking had not occurred; provided, however, that: (i) if the Temporary Taking occurs and is expected to exceed a period of one (1) year, and (ii) to the extent the remaining portion of the Development Parcel not so temporarily taken cannot be adequately restored, repaired or reconstructed so as to constitute a complete architectural unit of substantially the same usefulness, design, construction, and commercial feasibility, as immediately before such Temporary Taking, Tenant may elect to terminate the remaining Term by notifying Landlord of such election within sixty (60) days after the date of such Temporary Taking. In the event of a Temporary Taking, Tenant and Landlord shall be permitted to pursue condemnation proceeds in the manner provided for a Partial Taking. 16.6 Additional Takings. In case of a second or any additional Partial Taking(s) from time to time, the provisions hereinabove contained shall apply to each such Partial Taking. In any such events, the Award shall be divided in accordance with the provisions of this Article 16. ARTICLE 17 DAMAGE AND DESTRUCTION 17.1 Tenant's Duty to Restore. Subject to Section 17.5, if at any time during the Term, the Development Parcel, the Improvements, or any part thereof, shall be damaged or destroyed by fire or other casualty covered within the insurance designation of fire and extended coverage 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 commence with reasonable diligence, to repair, alter, restore, replace or rebuild the same as nearly as reasonably possible to its value, conditions and 66 character which existed immediately prior to such damage or destruction, subject to such changes or alterations as Tenant may elect to make in conformity with the provisions of this Lease and modern construction techniques and methods. Provided Tenant otherwise complies with the terms of this Lease and, if necessary, obtains Landlord's approval, it may construct Improvements which are larger, smaller or different in design from, and which represent a use comparable to, prior use or as are allowed by Article 5 of this Lease and by Applicable Laws. However, in the event insurance proceeds related to such casualty are not made available to Tenant for use in connection therewith, or are insufficient to enable the continuation of operations on the Development Parcel, or in the event that casualty so damages a material portion of the Miami Freedom Park Commercial Development such that Tenant cannot reasonably be expected to operate its business within the Development Parcel as intended for a period of more than one hundred eighty (180) days, and Tenant elects not to rebuild, Tenant shall have the right to terminate this Lease, or at its discretion, terminate the Lease only as to the portion of the Development Parcel affected by such casualty, in which event (i) the Development Parcel or the applicable portion thereof shall be returned to Landlord in its then existing condition (except that Tenant shall use the insurance proceeds to demolish any structures or improvements that are unusable or unsafe), and (ii) all Rent shall be abated or equitably adjusted on a proportionate basis from and after the termination date set forth on Tenant's termination notice. The balance of any unused insurance proceeds shall be paid to Tenant and any Lender as their respective interests may appear. 17.2 Interrelationship of Lease Sections. Except as otherwise provided in this Article 17, the conditions under which any construction, repair and/or maintenance work is to be performed and the method of proceeding with and performing the same shall be governed by all the provisions of Article 5 and Article 10, subject to changes to the extent permissible under Article 11. 17.3 Loss Payees of Tenant -Maintained Property Insurance. With respect to all policies of property insurance required to be maintained by Tenant in accordance with this Lease, (a) Landlord shall be named as a loss payee as its interest may appear (and if a Lender then exists, the Lender shall also be named as the loss payee), and (b) the loss thereunder shall be payable to Tenant, Landlord and any Lender under a standard mortgage endorsement. Neither Landlord nor any Lender shall unreasonably withhold its consent to a release of the proceeds of any fire or other casualty insurance for any loss which shall occur during the Term for repair or rebuilding (when the Improvements are to be repaired or rebuilt as provided herein); provided that Lender's agreement relative to insured losses and use of proceeds shall be subject to the terms of the Leasehold Mortgage or the security for a Mezzanine Financing (as applicable). Any proceeds remaining after completion of rebuilding or repair under this Article, shall be paid to Tenant. 17.4 Abatement of Rent. During the period of any repair or maintenance under this Article 17, and provided that such repair or maintenance is being promptly and diligently pursued, Rent shall be abated until such time as the repairs/rebuilding has been substantially completed (as evidenced by a Certificate of Occupancy or completion), with such abatement being on a proportionate basis (i.e., Rent shall be abated on the same percentage basis as the percentage of the square footage of the Improvements that are damaged or destroyed vis-a-vis the square footage of all similar Improvements within the Development Parcel). Notwithstanding the foregoing, to the extent covered by business interruption, casualty or other insurance required to be carried by 67 Tenant under this Lease, there will be no abatement of Rent and the Tenant shall pay 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 by any previously exercised Option), and the estimated cost for repair and restoration exceeds an amount equal to twenty five percent (25%) of the then -current fair market value (excluding the value of the land) of the Miami Freedom Park Commercial Development Component or Miami Freedom Park Commercial Development (as determined by an appraisal completed by an appraiser, who is a Member of the Appraisal Institute, selected by the Tenant and approved in writing by the Landlord), or (ii) the Improvements (or any part thereof) shall be damaged or destroyed by fire or other casualty at any time during the Term and either (x) the estimated cost for repair and restoration exceeds thirty percent (30%) of the then -current fair market value (excluding the value of the land) of the Miami Freedom Park Commercial Development (as determined by an appraisal completed by an appraiser, who is a Member of the Appraisal Institute, selected by the Tenant and approved in writing by the Landlord), or (y) the damage is such that the Improvements cannot be repaired or rebuilt (as reasonably determined by Tenant) within one hundred eighty (180) days of the occurrence of such damage or destruction, then Tenant shall have the right to terminate this Lease and its obligations hereunder by giving written notice to Landlord within ninety (90) days after such damage or destruction. In the event of termination, this Lease shall terminate fifteen (15) days following receipt of such written notice, and Tenant shall not be entitled to the return of any Rent, though all Rent following the occurrence of such casualty or other damage shall be abated on the same percentage basis contained in Section 17.4 above. In such event, the property insurance proceeds for the damaged buildings and Improvements, including business interruption insurance proceeds, shall be first used for returning the Development Parcel to Landlord in the condition Tenant received it on the Lease Commencement Date of this Lease, including, but not limited to, the clearing of the land of any construction, after which, any balance shall be paid to Tenant and any Lender as their respective interests may appear. ARTICLE 18 EVENTS OF DEFAULT 18.1 Events of Default. Each of the following shall be an Event of Default by Tenant under this Lease: (A) Tenant fails to make any payment of Rent or other monies payable to Landlord under this Lease when and as the same shall become due and payable, and such default shall continue for a period of ten (10) days after written notice thereof from Landlord to Tenant (a "Monetary Default"); provided that if Tenant has committed a Monetary Default in the previous twelve (12) calendar months, no such written notice or ten (10) day cure period shall be necessary; or 68 (B) Tenant fails to maintain any of the insurance coverage required hereunder or pay any of the premiums required to be paid with respect thereto, and such occurrence or failure continues for a period of thirty (30) days after notice thereof given to Tenant by Landlord or results in the cancellation or non -renewal of such coverage, whichever shall first occur; or (C) Tenant fails to keep, observe and/or perform any material covenant or agreement of this Lease (excluding the other defaults listed in this Article 18) and such default shall continue for a period of thirty (30) days after written notice thereof from Landlord to Tenant setting forth with reasonable specificity the nature of the alleged breach; provided, however, that if the default is of such a nature that it is not susceptible of cure with due diligence and in good faith within such thirty (30) day period then no such default shall be deemed to have occurred provided Tenant shall have (i) duly commenced such cure within such period, and then diligently prosecuted such cure to completion; and (ii) completed such cure as expeditiously as reasonably possible under the circumstances (not necessarily limited to thirty (30) days); or (D) MLS, prior to the Commencement of Construction of the Stadium, terminates, rescinds or otherwise does not permit IMCF to continue to have and maintain the rights to an MLS team in South Florida without Landlord having approved a successor MLS team; or (E) IMCF, prior to Commencement of Construction of the Stadium, makes a public announcement of its intent, or executes an agreement, to play its Home Matches in a manner that would violate the Non -Relocation Agreement; or (F) IMCF, prior to Commencement of Construction of the Stadium, relinquishes or otherwise loses the rights to have and maintain an MLS team in South Florida without Landlord having approved a successor MLS team; (G) MLS, prior to Commencement of Construction of the Stadium, shall cease to exist; or (H) Tenant is dissolved without Landlord having permitted a successor to the rights and obligations under the Lease; or (I) Any representation or warranty made by Tenant in this Lease pursuant to Section 15.8 and Section 25.2 shall prove to have been incorrect in any material respect; or (J) Tenant shall default under the Construction Administration Agreement with respect to (i) such matters that relate to the Development Parcel or Park Site Development, including, without limitation, the Environmental Work within the Development Parcel and the Public Park Parcel, (ii) such matters that relate to compliance with Environmental Laws within the Development Parcel or Public Park Parcel, or (iii) such matters as set forth in Sections 3.5 or 4.1(B) of the Construction Administration Agreement (excluding any Event of Default of the Construction Administration Agreement addressed by Section 18.1(N) through Section 18.1(R)) which are separate Events of Default hereunder); or 69 (K) Tenant becomes bankrupt or insolvent or makes a general assignment for the benefit of creditors or takes the benefit of any insolvency act, or if any debtor proceedings be taken by or against Tenant; or (L) A receiver is appointed for the Tenant's property and the appointment is not vacated and set aside within ninety (90) days from the date of the appointment; or (M) Within a period of ten (10) days after written notice thereof from Landlord to Tenant, Tenant (i) fails to commence using commercially reasonable efforts to enforce any material term or provision to be performed or observed by any Subtenant under any Sublease related to the use, condition, or development of the property subject to the Sublease, and such non- performance or failure to observe by any such Subtenant would constitute a default under this Lease had such default occurred under this Lease, and (ii) fails, upon written notice from Landlord to Tenant requesting such termination, to exercise the termination rights set forth in such Sublease after Subtenant's failure to cure such default within the period set forth in the Sublease (which cure period shall not be longer than the applicable cure periods set forth in this Lease with respect to such default); or (N) Tenant fails to Commence Construction of the Environmental Work and Stadium by the Commencement of Construction Deadline (as defined in the Construction Administration Agreement); or (0) Tenant fails to Complete Construction of the Public Benefits by the Public Benefits Completion Deadline (as defined in the Construction Administration Agreement); or (P) Tenant fails to Complete Construction of Phase 1 by the deadline set forth in Section 2.10(D) of the Construction Administration Agreement; or (Q) Tenant fails to Complete Construction of Phase 2 by the deadline set forth in Section 2.10(D) of the Construction Administration Agreement; or (R) Tenant fails to Complete Construction of Phase 3 by the deadline set forth in Section 2.10(D) of the Construction Administration Agreement (with each of items (B) through (R) being referred to herein as a "Nonmonetary Default" and Monetary Defaults and Nonmonetary Defaults are sometimes both referred to in this Lease as an "Event of Default"). 18.2 General Remedies. Upon occurrence of any 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 Events of Default described in Section 18.2(F) shall have the remedies set forth therein), in addition to such other remedies as may be available at law or in equity or under any other terms of this Lease (as limited by Section 14.2): (A) Terminate this Lease by giving Tenant written notice of termination in which event this Lease shall terminate on the date specified in such notice, which shall be at least thirty (30) days after the giving of such notice, unless Tenant cures the Event of Default prior to 70 1 the expiration of such thirty (30) day period; upon such termination, all rights of Tenant under this Lease shall expire and terminate as of the date specified in such notice, Tenant shall remain liable for all obligations under this Lease up to the date of such termination and Tenant shall be released and relieved from any and all liability under this Lease accruing from and after the date of termination, except for those matters which expressly survive termination of the Lease, and Tenant shall surrender the Development Parcel to Landlord on the date specified in such notice; (B) Terminate this Lease as provided in the immediately preceding Subsection and recover from Tenant all damages Landlord may incur by reason of Tenant's default, including without limitation, the sums due under Section 18.3 below; or (C) Re-enter and take possession of the Development Parcel with process of law, whether by summary proceedings or otherwise, and remove Tenant, with or without having terminated this Lease, and without thereby being liable for damages or guilty of trespass; or (D) Recover from Tenant all damages Landlord incurs by reason of Tenant's default, including reasonable costs of recovering possession, reletting the Development Parcel, and any and all other damages legally recoverable by Landlord, and reimbursement of Landlord's reasonable out of pocket costs, other than attorneys' costs and fees. Notwithstanding the foregoing, (x) unless otherwise required by Applicable Laws, Landlord need not commence separate actions to enforce Tenant's obligations for each month's Rent not paid, or each month's accrual of damages for Tenant's default, but may bring and prosecute a single combined action for all such Rent and damages; and (y) Landlord may not recover any loss of business or profits or other consequential damages or punitive or special damages of any kind for Tenant's default, regardless of the cause of Tenant's default; or (E) Without the need to exercise any other remedy against Tenant, Landlord may seek a court order enjoining Tenant from continuing any alleged default or from committing any threatened default. Tenant specifically and expressly acknowledges that damages would not constitute an adequate remedy for any Nonmonetary Default; and (F) Notwithstanding any other provision in this Lease to the contrary, in the case of an Event of Default under Section 18.1(N) through Section 18.1(R), Landlord's remedies shall be as set forth in Section 5.4(A). 18.3 Additional Rights of Landlord after Termination. Subject to the rights and obligations under any Non -Disturbance Agreement, after termination of this Lease by Landlord due to an Event of Default by Tenant and notwithstanding anything to the contrary contained in Section 18.2, Tenant shall be liable to Landlord for Rent through the end of the then applicable Term, along with any other monetary obligations owing to Landlord hereunder by Tenant and Impositions that accrued prior to the termination of this Lease and which was not paid by Tenant. Landlord shall not be required to exert any efforts to mitigate its damages by reason of an early termination of this Lease. Landlord shall in no way be responsible or liable for any failure to relet the Development Parcel or any part thereof, or for any failure to collect any rent due for any such reletting. 71 18.4 No Waiver by Landlord. No failure by Landlord to insist upon the strict performance of any of the terms of this Lease or to exercise any right or remedy consequent upon a breach thereof, and no acceptance by Landlord of full or partial Rent during the continuance of any such breach, shall constitute a waiver of any such breach or of any of the terms of this Lease. None of the terms of this Lease to be kept, observed or performed by Tenant, and no breach thereof, shall be waived, altered or modified except by a written instrument executed by Landlord. No waiver of any breach shall affect or alter this Lease, but each of the terms of this Lease shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. No waiver of any default of Tenant hereunder shall be implied from any omission by Landlord to Tenant any action on account of such default, and no express waiver shall affect any default other than the default specified in the express waiver and then only for the time and to the extent therein stated. One or more waivers by Landlord shall not be construed as a waiver of a subsequent breach of the same covenant, term or conditions. No receipt of money by Landlord from Tenant after termination of this Lease, or after the giving of any notice of termination of this Lease, shall reinstate, continue, or extend this Lease or affect any notice theretofore given to Tenant, or waive Landlord's right to enforce payment of any Rent payable or later falling due, or Landlord's right to recover possession by proper remedy, except as this Lease expressly states otherwise, it being agreed that after service of notice to terminate this Lease or the commencement of suit or summary proceedings, or after final order or judgment for possession, Landlord may demand, receive, and collect any moneys due or thereafter falling due without in any manner affecting such notice, proceeding, order, suit or judgment, all such moneys collected being deemed payments on account of use and occupation or, at Landlord's election, on account of Tenant's liability. 18.5 Landlord Default. The provisions of Section 18.6 shall apply if any of the following shall happen (a "Landlord Default"): if default shall be made by Landlord (i) in failing to keep, observe or perform any of the duties imposed upon Landlord pursuant to the terms of this Lease in any material respect, or (ii) any representation or warranty made by Landlord in this Lease shall prove to have been incorrect in any material respect and such default shall continue for a period of ninety (90) days after written notice thereof from Tenant to Landlord setting forth with reasonable specificity the nature of the alleged 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 Failure to Cure Landlord Default. If a Landlord Default shall occur, Tenant, at any time after the cure period set forth in Section 18.5, shall have the following rights and remedies which are cumulative (as limited by Section 14.1): (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 72 such term or provision of the Lease; provided, however, that Tenant shall not (and hereby waives the right to) seek or file a Lis Pendens against the Development Parcel or adjoining property; or (C) To terminate any and all obligations that Tenant may have under this Lease, in which event Tenant shall be released and relieved from any and all liability under this Lease, except for those obligations accrued and owed prior to such termination, and shall surrender possession of the Development Parcel to Landlord. Notwithstanding the foregoing, in no event and under no circumstances will any remedies set forth in this Section 18.6 bind Landlord in its capacity as a sovereign or result in requiring the Landlord to take any regulatory action of any kind or any action in violation of the Charter Amendment or Referendum. 18.7 No Waiver By Tenant. Failure by Tenant to insist upon the strict performance of any of the terms of this Lease or to exercise any right or remedy upon a breach thereof, shall not constitute a waiver of any such breach or of any of the terms of this Lease. None of the terms of this Lease to be kept, observed or performed by Landlord, and no breach thereof, shall be waived, altered or modified except by written instrument executed by Tenant. No waiver of any default of Landlord shall be implied from any omission by Tenant to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the express waiver and then only for the time and to the extent therein stated. One or more waivers by Tenant shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition. 18.8 Statutory Notices. The notices of defaults to be given under this section may be the same as the notice required under Section 83.20, Florida Statutes, or any successor statute and this Lease shall not be construed to require Landlord to give two separate notices to Tenant before proceeding with any remedies. 18.9 Limitation of Remedies; Exculpation. Each Party waives all claims against the other Party under this Lease based on or for the loss of business or profits or other consequential damages or for punitive or special damages of any kind, regardless of the cause. None of a Party's officers, employees, agents, representatives, officials, directors, equity -holders, members, shareholders, partners, or affiliates shall ever have any personal liability to the other Party under this Lease. No act or omission of Landlord or its officers, employees, agents, representatives, officials, directors, equity -holders, members, shareholders, partners, or affiliates shall constitute an actual or constructive eviction of Tenant unless Landlord shall have first received notice of Tenant's claim and shall have failed to cure it after having been afforded a reasonable time to do so, which in no event shall be less than thirty (30) days. 18.10 Adjustment of Base Rent Upon Termination or Expiration of Stadium Lease; Take Back of Development Sub-Parcel(s). (A) In the event of the termination of the Stadium Lease or the expiration of the term thereof, the Base Rent payable by the Tenant under this Lease shall be adjusted upward to equal the Aggregate Minimum Rent Payment. 73 (B) In the event of the Landlord exercising the rights set forth in Section 5.4(A) to take back the Development Sub-Parcel(s) as a result of the Tenant' s failure to meet the completion of construction deadlines set forth in Section 2.10(D) of the Construction Administration Agreement and in Section 5.4(A) of this Lease, the Base Rent payable by the Tenant under this Lease shall not be adjusted as a result thereof. ARTICLE 19 LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS; REIMBURSEMENT OF LANDLORD FOR AMOUNTS SO EXPENDED 19.1 Performance of Tenant's Covenants to Pay Money. Tenant covenants that if it shall at any time default in the payment of any Impositions pursuant to this Lease, or shall fail to make any other payment to any third party required to be paid hereunder that would result in a lien on the Fee Estate, and any such failure shall continue for thirty (30) days after written notice by Landlord to Tenant ("Notice of Non -Payment of Imposition"), then Landlord may, but shall not be obligated to, and without further notice to or demand upon Tenant, and without waiving or releasing Tenant from any obligations of Tenant set forth in this Lease, pay any such Imposition or make any other payment which Tenant has improperly failed to pay as set forth in the Notice of Non -Payment of Imposition. No such action shall be taken, however, if Tenant is duly contesting the payment of same as permitted by the provisions hereof, including, but not necessarily limited to, Contests pursuant to Section 4.2. 19.2 Landlord's Right to Cure Tenant's Default. Notwithstanding anything herein to the contrary, if there shall be any default by Tenant, beyond notice and any applicable cure period, under this Lease, any Leasehold Mortgage or any Mezzanine Financing (including, but not limited to, any default involving Tenant's failure to keep the Leasehold Improvements in good condition and repair, to make any renewals or replacements or to remove any dangerous condition, all in accordance with any applicable requirements set forth in this Lease), then upon prior written notice to Tenant, Landlord may, but shall have no obligation to, cure any such default in addition to any and all of Landlord's other remedies hereunder. 19.3 Reimbursement of Landlord and Tenant. All sums advanced by Landlord pursuant to any provisions of this Lease, and all necessary and incidental costs and expenses in connection with the performance of any acts described therein, together with interest at the Default Rate from the date of the making of such advances to the date reimbursed to Landlord by or behalf of Tenant, shall be deemed additional rent, and shall be promptly paid by Tenant, in the respective amounts so advanced, to Landlord. Such reimbursement shall be made on demand, or, at the option of Landlord, may be added to any Rent then due or becoming due under this Lease, and Tenant covenants to pay the sum or sums with interest 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 Rent (subject to the applicable notice and cure period hereunder for non-payment of Rent). 74 ARTICLE 20 ARBITRATION 20.1 Binding Arbitration. Any and all disputes arising out of or related to this Lease (including all monetary (but excluding payment of Rent) and non -monetary matters) shall be submitted to binding arbitration in accordance with the provisions of this Article 20; provided, however, that no such dispute relating to the payment of Rent shall be submitted to binding arbitration. The matters to be submitted to binding arbitration in accordance with this Article 20 shall include, without limitation: (i) whether Landlord's or Tenant's actions hereunder are "reasonable" where this Lease requires such actions to be reasonable; and (ii) whether either Party has complied with any provisions hereof requiring that any approval by such Party "shall not be unreasonably withheld or delayed". 20.2 Procedures. Any binding arbitration pursuant to this Article 20 shall be governed by the following procedures: (A) Demand. Any Party (the "Demanding Party") may make written demand upon the other Party (the "Non -Demanding Party") to commence arbitration. Such demand shall include a statement of the question to be arbitrated. (B) Selection of Proposed Arbitrators. Upon any such demand being made by either Party, the Demanding Party shall, within five (5) Business Days thereafter, make a written request to the American Arbitration Association, which shall provide, within thirty (30) days after such request is made, a list (the "List of Proposed Arbitrators") with the names, addresses, qualifications and financial requirements of eleven (11) proposed arbitrators (the "Proposed Arbitrators"). The Non -Demanding Party shall be copied on any such written request. (C) Qualifications. Every Proposed Arbitrator from the list must be a member qualified by the American Arbitration Association or any successor organization and be neutral and independent of the Parties, and no Proposed Arbitrator shall: (i) be a person who is or has been an employee of either Landlord or Tenant during the five (5) year period immediately preceding his or her appointment; (ii) be affiliated with either Parties' auditors; (iii) be affiliated with any contractor of Tenant; or (iv) have a conflict of interest with either Party. (D) Selection of Arbitrator. Within three (3) Business Days after its receipt of the List of Proposed Arbitrators, the Non -Demanding Party shall give written notice to the Demanding Party of three (3) Proposed Arbitrators that the Non -Demanding Party strikes from the List of Proposed Arbitrators. Within three (3) Business Days after its receipt of such written notice, the Demanding Party shall send written notice to the Demanding Party of three (3) additional Proposed Arbitrators that the Demanding Party strikes from the List of Proposed Arbitrators. Commencing with the Non -Demanding Party, each Party shall thereafter have successive one (1) Business Day periods in which to strike one (1) additional Proposed Arbitrator from the List of Proposed Arbitrators, until there is only one (1) Proposed Arbitrator remaining on the List of Proposed Arbitrators. The remaining Proposed Arbitrator shall constitute the sole arbitrator hereunder (the "Arbitrator"). Neither Party shall be required to have or provide a reason for 75 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. (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. 76 (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: If addressed to: Miami Freedom Park, LLC Attn: Pablo A. Alvarez 800 S. Douglas Road 77 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 and/or to such other addresses and to the attention of such other parties as Landlord may, from time to time, designate by written notice to Tenant. If Landlord at any time during the Term hereof changes its office address as herein stated, Landlord will promptly give notice of the same in writing to Tenant. 21.2 Method of Transmitting Notice. All such notices, demands or requests (a "Notice") shall be sent by: (a) United States registered or certified mail, return receipt requested, (b) hand delivery, (c) nationally recognized overnight courier, or (d) facsimile, provided the transmitting facsimile electronically confirms receipt of the transmission by the receiving facsimile and the original of the Notice is sent by one of the foregoing means of transmitting Notice within 24 hours of the transmission by facsimile. As a courtesy, all communications shall also be sent by 78 electronic mail if the Party shall have provided a current electronic mail address, but such electronic mail transmittal shall not constitute Notice hereunder. All postage or other charges incurred for transmitting of Notices shall be paid by the Party sending same. Such Notices shall be deemed served or given on (i) the date received, if received by 5:00 p.m. on a Business Day; otherwise, on the next Business Day, (ii) the date delivery of such Notice was refused or unclaimed, or (iii) the date noted on the return receipt or delivery receipt as the date delivery thereof was determined impossible to accomplish because of an unnoticed change of address. ARTICLE 22 QUIET ENJOYMENT; COORDINATION; INGRESS AND EGRESS 22.1 Grant of Quiet Enjoyment. Tenant, upon paying all Rent, and other monies herein provided for and performing in accordance with the terms, agreements, and provisions of this Lease, shall peaceably and quietly have, hold and enjoy the Development Parcel from and after the Possession Date and thereafter during the Term of this Lease without interruption, disturbance, hindrance or molestation by Landlord or by anyone claiming by, through or under Landlord, subject, however, to the terms and conditions of this Lease. 22.2 Coordination. With respect to any event that, within the City's reasonable discretion, could materially impede ingress or egress to and from the Development Parcel (x) conducted by the City, or at the direction of the City, within one mile of the Development Parcel, or (y) any event for which the City issues a license or permit to a third party within the Public Park Parcel, the City shall use good faith efforts to coordinate with the Tenant with the goal of ensuring that such event is conducted in such a manner that the access to and from the Development Parcel is not materially impeded. 22.3 Ingress and Egress. After the Lease Commencement Date, Landlord (acting in its proprietary capacity) shall not enter into any agreement or other arrangement that would materially restrict legal and physical ingress and egress to the Entrance Road (as defined in the Construction Administration Agreement) or Development Parcel from a paved public street for vehicular traffic and legal and physical ingress and egress for pedestrian traffic. ARTICLE 23 CERTIFICATES BY LANDLORD AND TENANT 23.1 Tenant Certificates. Tenant agrees, at any time and from time to time, upon not less than sixty (60) days prior written notice by Landlord, but not more often than once each calendar quarter, to execute, acknowledge and deliver to Landlord a statement in writing (i) setting forth the Rent, payments and other monies then payable under the Lease, if then known; (ii) certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the Lease is in full force and effect as modified and stating the modification); (iii) certifying the dates to which the Rent payments and other monies have been paid; and (iv) stating (to the best of Tenant's knowledge) whether or not Landlord is in default in keeping, 79 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 Schedule 23.2 of this Lease, (i) setting forth, among other things, the Rents, payments and other monies then payable under the Lease, if then known; (ii) certifying that this Lease is unmodified and in full force and effect (or if there shall have been modifications that the Lease is in full force and effect as modified and stating the modifications); (iii) certifying the dates to which the Rent payments and other monies have been paid; (iv) stating whether or not, to the best of Landlord's knowledge, Tenant is in default in keeping, observing and performing any of the terms of this Lease, and, if Tenant shall be in default, specifying each such default of which Landlord may have knowledge; and (v) such other matters as Tenant may reasonably request. If Landlord shall fail to deliver any estoppel certificate under this Section 23.2, Tenant's sole and exclusive remedy against Landlord for such failure shall be to seek specific performance. ARTICLE 24 CONSTRUCTION OF TERMS AND MISCELLANEOUS 24.1 Severability. If any provisions of this Lease or the application thereof to any Person or situation shall, to any extent, be held invalid or unenforceable, the remainder of this Lease, and the application of such provisions to Persons or situations other than those as to which it shall have been held invalid or unenforceable, shall not be affected thereby, and shall continue valid and be enforced to the fullest extent permitted by law Similarly, and notwithstanding any language contained in this Lease to the contrary, if any provisions of this Lease or the application thereof to any Person or situation shall, to any extent, be held invalid or unenforceable by a court of competent jurisdiction, neither Party shall be entitled to any damages or remedies whatsoever against the other Party as a result thereof, excluding such damages resulting from any willful actions or omissions by a Party first occurring after the Lease Commencement Date that cause such finding of invalidity or unenforceability. 24.2 Captions. The article and section headings and captions of this Lease and the Table of Contents, if any, preceding this Lease are for convenience and reference only and in no way define, limit or describe the scope or intent of this Lease nor in any way affect this Lease. 24.3 Relationship of Parties. This Lease does not create the relationship of principal and agent or of mortgagee and mortgagor or of partnership or of j oint venture or of any association between Landlord and Tenant, the sole relationship between Landlord and Tenant being that of landlord and tenant or lessor and lessee. 24.4 Recording. Upon the Lease Commencement Date, a Memorandum of Lease in the form set forth as Exhibit "J", shall be recorded by Tenant in the Public Records of Miami -Dade County, Florida, at the sole cost of Tenant. In connection therewith, Landlord shall deliver the 80 executed Memorandum of Lease (in the form set forth on Exhibit "J") to Tenant at the time that it delivers the executed Lease to Tenant in accordance with the terms of this Lease. 24.5 Construction. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party or parties may require. The Parties hereby acknowledge and agree that each was properly represented by counsel so that the judicial rule of construction to the effect that a legal document shall be construed against the draftsman shall be inapplicable to this Lease, which has been drafted by both Landlord and Tenant. 24.6 Consents. Whenever in this Lease the consent or approval of Landlord is required, such consent or approval may be made by the City Manager or his/her designee on behalf of Landlord only to the extent: (i) this Lease does not specify otherwise; (ii) City Commission approval or consent is not required pursuant to the terms of this Lease or any Applicable Law; and (iii) such consent or approval does not amend this Lease in any material respect or increase Landlord's actual or potential obligations and/or liabilities. No such request shall require a fee from the Party requesting same. Any consent or approval by Landlord to such a request (x) shall not be effective unless it is in writing; and (y) shall apply only to the specific act or transaction so approved or consented to, and shall not relieve Tenant of the obligation of obtaining Landlord's prior written consent or approval to any future similar act or transaction. In no event shall Landlord's failure to respond to any request for consent or approval by City Manager or his/her designee or any other Person acting on behalf of Landlord be deemed to constitute such consent or approval, in whole or in part. 24.7 Entire Agreement. This Lease, together with the Ancillary Agreements, contains the entire agreement between the Parties hereto with respect to the Development Parcel and shall not be modified or amended in any manner except by an instrument in writing executed by the Parties hereto. For the avoidance of doubt, any provisions of the Construction Administration Agreement referenced in this Lease, which provisions are expressly intended to survive (whether in connection with Tenant, a Lender or transferee), shall continue following termination or expiration of the Construction Administration Agreement with such provisions of the Construction Administration Agreement language hereby incorporated mutatis mutandis. 24.8 Successors and Assigns. The terms herein contained shall bind and inure to the benefit of Landlord, its successors and assigns, and Tenant, its permitted successors and assigns (including, but not limited to, Lender, as appropriate and applicable), except as may be otherwise provided herein. 24.9 Holidays. It is hereby agreed and declared that whenever the day on which a payment due under the terms of this Lease, or the last day on which a response is due to a notice, or the last day of a cure period, falls on a day which is a Legal Holiday, or on a Saturday or Sunday, such due date or cure period expiration date shall be postponed to the next following Business Day. 81 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. 82 24.16 Costs and Attorneys' Fees. Each of the Parties hereto shall bear its own costs and attorneys' fees in connection with this Lease, including any litigation or disputes arising out of this Lease. Notwithstanding any language to the contrary contained in this Lease, nothing contained in this Lease shall in any way be interpreted as a prevailing party fee provision pursuant to Section 57.105(7), Florida Statutes, nor shall any language in this Lease limit any other provision of this Lease entitling Landlord to recover attorney's fees and costs from Tenant where such attorney's fees incurred by Landlord are due to actions unrelated to the enforcement of this Lease (i.e., incurred by Landlord due to third party claims or as part of an indemnification obligation). The terms of this provision shall survive the termination of this Lease. 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 Development Parcel to Tenant with DE having vacated the Parent Tract, Landlord shall not be in default under this Lease nor shall the foregoing be grounds for damages of any kind; however, Landlord will in such instance use good faith efforts to enforce the terms of the PSA, and in any event, Section 1.143 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 indirectowner, 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 83 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. 84 24.22 Cooperation Related to Challenges. Tenant and Landlord (to the extent named as a defendant and at Tenant's sole cost and expense) shall defend any challenge to the validity, authorization and enforceability of this Lease and any of the agreements entered into in connection therewith ("Challenge"), whether asserted by a taxpayer or any Person, except, that Landlord, at its option, may elect not to contest such Challenge where to do so would be deemed by Landlord in the exercise of its reasonable discretion as contrary to Applicable Law. Furthermore, the Tenant and Landlord shall make such reasonably acceptable modifications to this Lease required to remedy any judicially determined invalidity or defect in this Lease, except, that, with respect to the City, the City shall not be required to take any such action if such action (x) requires City Commission approval, and the City Commission does not approve such action or (y) is deemed to be contrary to Applicable Law or (z) requires the City to incur any liability, cost or expense that Tenant does not otherwise agree to pay. No Challenge, regardless of how resolved by any court, will result in a breach, of any agreement, representation or warranty by Landlord or Tenant or be grounds for any claim for liability, indemnification or damages, excluding such damages resulting from any willful actions or omissions by a Party first occurring after the Lease Commencement Date that cause such finding of invalidity or unenforceability. 24.23 Annual Reporting Requirement. Within sixty (60) days of the written request of the Landlord (which written request may not be made more than twice per Calendar Year), Tenant shall deliver to Landlord a notarized written instrument certifying to Landlord the following: (i) a list of any current Subleases, setting forth the name of each Subtenant and the date of expiration of the term thereof, (ii) a list of any Leasehold Mortgages, (iii) a list of any Mezzanine Financing, and (iv) the names of the then existing Record Holders. 24.24 City Rights as Sovereign. Notwithstanding anything to the contrary contained in this Lease, the City retains all of its sovereign prerogatives and rights as a municipality under Applicable Laws, including, but not limited to, any governmental approvals arising from the planning, design, construction, development and operation of the Miami Freedom Park Commercial Development. It is expressly understood that notwithstanding any other provisions of this Lease and City's status as landlord hereunder: (A) The City is entering into this Lease only in its proprietary (not regulatory) capacity and retains all of its sovereign prerogatives and rights and regulatory authority (quasi- judicial or otherwise) as a City under Applicable Laws (all of which shall be absolute and unfettered in all respects), and shall in no way be estopped from withholding or refusing to issue any approvals, licenses or permits granted by the City in its governmental capacity or applications for building, zoning, planning or development under present or future laws and regulations whatever nature applicable to the planning, design, construction and development of the Miami Freedom Park Commercial Development, or the operation thereof. (B) The City shall not by virtue of this Lease or any other document associated with the Miami Freedom Park Commercial Development be obligated to grant or be deemed to have granted Tenant any approvals, permits or licenses granted by the City in its governmental capacity, including regulatory approvals, and/or approvals of applications for building, zoning, planning, development or otherwise under Applicable Laws of whatever nature applicable to the 85 planning, design, construction, development and/or operation of the Miami Freedom Park Commercial 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 Miami Freedom Park Commercial Development shall not require the City Commission, the City 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 Intentionally Omitted. 24.26 Disqualified Person. To the extent any Person having an equity interest in Tenant becomes a Disqualified Person (but only with respect to the matters set forth in sections (i) through (vi) of the definition thereof) after the Lease Commencement Date, then Tenant shall use commercially reasonable efforts to remove such Person as an equity holder of Tenant. Tenant hereby covenants that the organizational documents of the Tenant shall provide a mechanism by which an equity holder will be divested of its interest in the Tenant as a result of becoming a Disqualified Person (but only with respect to the matters set forth in sections (i) through (vi) of the definition thereof). If Tenant fails to comply with requirements set forth under this Section 24.26, Landlord's sole and exclusive remedy against Tenant for such failure shall be to seek specific performance. 24.27 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. 24.28 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. 24.29 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. 86 24.30 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 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 Development Parcel is not subject to any unrecorded Encumbrances. With respect to any title matters first arising between the effective date of the Title Commitment Report and the Possession Date, Landlord agrees to comply with the terms of Section 28.2 below. (C) This Lease has been duly authorized by all necessary governmental action on the part of Landlord and does not require notice to or the consent or approval of any trustee or holder of any indebtedness or any other Person. (D) As of the Lease Commencement Date, to Landlord's knowledge, there is no pending action to take by condemnation all or any portion of the Development Parcel. (E) As of the Lease Commencement Date, to Landlord's knowledge, there is no violation of any material local governmental rule, ordinance, regulation or building code, nor does Landlord have any knowledge of any pending investigation regarding a violation of any of the foregoing. (F) Landlord shall not, without Tenant's consent, enter into any exclusive use restrictions, restrictive covenants or other agreements which shall survive the Possession Date and materially impede Tenant from constructing, developing and using the Development Parcel in accordance with the terms of this Lease, except to the extent otherwise set forth in the Approved Special Area Plan, any development agreements, any easements granted pursuant to this Lease, or the Construction Administration Agreement or otherwise permitted or contemplated by this Lease. (G) Neither the execution, delivery or performance of this Lease by Landlord, nor the consummation by Landlord of the transactions contemplated hereby, nor compliance by Landlord with the provisions hereof conflicts or will conflict with, nor results in or will result in 87 the breach of any provisions of, the governing documents of Landlord, or any indenture, mortgage, contract, lease or other instrument to which Landlord is a party. (H) There is no action, suit, investigation or proceeding pending or, to Landlord's knowledge, threatened against Landlord before any court, arbitrator or administrative body or Governmental Agency and which, if decided adversely to Landlord's interest, would have an adverse effect upon the ability of Landlord to perform its obligations under this Lease. The term "to Landlord's knowledge" when used in this section shall mean the actual knowledge of the City Attorney, the attorneys employed by the City Attorney's office, the City Manager and the executive staff of the City Manager's office. 25.2 Tenant's Representations and Warranties. As of the Lease Commencement Date, Tenant makes the following representations and warranties: (A) Tenant is a limited liability company duly organized and validly existing under the laws of the State of Delaware and has the requisite power and authority to enter into and perform its obligations under this Lease. (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 related thereto or acting for or on behalf of any Sanctioned Country; or (iv) the target of Sanctions. (F) The funds or other assets used in connection with this Lease and amounts committed with respect thereto, were not and are not derived from any activities with the governments of, or any individuals or entities located in, any Sanctioned Country or from activities that otherwise contravene any Sanctions, or from any activities that contravene any Anti -Bribery, 88 Anti -Money Laundering and Anti -Terrorism Laws (including funds being derived from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined under Title 18 of the United States Code, Section 1956(c)(7)). (G) Tenant is solvent, is able to pay its debts as they become due, and Tenant will not be rendered insolvent, or be left with insufficient capital, or be unable to pay its debts as they mature, due to the execution, delivery and performance of this Lease. (H) Tenant (a) has concluded whatever studies, tests, inspections, evaluations, and investigations Tenant desires related to the Development Parcel, including title, survey, soil tests, environmental analyses, analyses of any zoning or land use restrictions, and inspection of the physical condition of the Development Parcel,. and (b) subject to Tenant's right to terminate as provided in Section 2.2(C) above, has elected to proceed under this Lease based upon Tenant's own due diligence, without reliance upon any representations or warranties of Landlord of any kind or nature whatsoever, whether express or implied, other than those expressly contained in this Lease, and has accepted the Development Parcel on an AS IS/WHERE IS AND WITH ALL FAULTS basis. ARTICLE 26 EQUAL OPPORTUNITY; EX -FELON OUTREACH; DISTRICT FIVE PARTICIPATION; MINORITY 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 Development Parcel on account of race, national origin, ancestry, color, sex, religion, age, handicap, familial status, marital status or sexual orientation. Further, should Tenant introduce or have existing membership rules for patrons at the Development Parcel, Tenant will comply with the non-discrimination provisions incorporated within §18-188, §18-189, §18-190, and §18-191 of the Code. 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 within the retail, hotel and office uses constructed within the Development Parcel. 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 (through a lease or license) a minimum of three percent (3%) of the total square footage of Commercial uses constructed within the Development Parcel, and (ii) establish preferential terms for the provision of tenant 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 a minimum of 100,000 square feet of Commercial uses within the Development Parcel and based on an average determined as follows: the monthly 89 average square footage of Commercial uses leased/licensed to District 5 participants within the Development Parcel divided by the monthly average square footage of Commercial uses leased/licensed to all tenants or subtenants, as applicable, within the Development Parcel, 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. The term "Commercial " shall mean any and all permissible retail areas within the Development Parcel (including, without limitation, any permissible retail areas within the Hotels and/or Office/Retail Project). 26.4 Hiring Preferences. To the extent that MFP enters into a contract for the construction of improvements within the Development Parcel, then MFP shall include in such prime construction contracts provisions that require such contractors to establish preferences for hiring individuals residing within the City of Miami and, subsequently, to those individuals in other areas of Miami -Dade County. Such provision shall include a specific hiring percentage as negotiated with contractors and subcontractors, as may be applicable, and the City shall monitor the contractor's compliance with such specific percentage. 26.5 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 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; HIRING PREFERENCES 27.1 Definitions. For purposes of this Lease, the following additional definitions apply and shall be incorporated as part of the Definitions included in Article 1 above: (A) "Covered Employer" shall mean any of the following Persons: (a) Tenant or (b) a Subtenant; provided, however, that the term "Covered Employer" shall not include a Person that has annual consolidated gross revenues that are less than the Small Business Cap. (B) "Living Wage" shall mean compensation to a Site Employee of 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. 90 (C) "Site Affiliates" shall mean, collectively, all Affiliates of Tenant that lease, occupy, operate or perform work at the Development Parcel and that have one or more direct Site Employees. (D) "Site Employee" shall mean, with respect to any Covered Employer, any natural person who works at the Development Parcel and who is employed by, or contracted directly to work for, such Covered Employer, including all employees and independent contractors and persons made available to work for or on behalf of a Covered Employer through the services of a temporary services, staffing or employment agency or similar entity, that are performing work at the Development Parcel. The term "Site Employee" shall not include any natural person who (i) works on average less than thirty (30) hours in any consecutive seven (7) day period for a Covered Employer at the Development Parcel, (ii) receives compensation predominately through tips or commissions, (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. 27.2 Living Wage. (A) If, and for so long as, Tenant is a Covered Employer, Tenant shall pay each of its Site Employees no less than a Living Wage. Tenant shall cause each of its Site Affiliates that is a Covered Employer to pay their respective Site Employees no less than a Living Wage. (B) Tenant shall establish a policy in the Development Parcel providing for its Subtenants to pay a Living Wage to its Site Employees. (C) Tenant shall provide incentives, which shall be negotiated on a case -by -case basis, to Subtenants not otherwise meeting the Small Business Cap to encourage them to provide a Living Wage to their employees. 27.3 Covered Employee. For a Covered Employer to comply with the requirement to pay a Living Wage by choosing to pay the lower wage scale available when a Covered Employer also provides a standard health benefit plan, such health benefit plan shall consist of a payment of at least $1.81 per hour toward the provision of health benefits for Site Employees and their dependents. If the health benefit plan of the Covered Employer requires an initial period of employment for a new Site Employee to be eligible for health benefits, a Covered Employer may qualify to pay the $13.19 per hour wage scale for a term not to exceed the new Site Employee's eligibility period, provided the new Site Employee will be paid health benefits upon completion of the eligibility period, which period shall not exceed 90 days. 91 ARTICLE 28 LEASEHOLD TITLE INSURANCE POLICY 28.1. Title Commitment Report. Subject to the terms and conditions of this Article 28, Tenant acknowledges andaccepts that the Leasehold Estate is subject to any matters set forth in the Title Commitment Report. Notwithstanding the foregoing, in connection with the Title Commitment Report, Landlord agrees to the following: (A) Landlord shall deliver the following to Tenant within ninety (90) days following the Lease Commencement Date or at a reasonable time thereafter, but in any event prior to the date on which Tenant intends to obtain a leasehold owner's or mortgagee's title insurance policy: (i) A customary owner's affidavit, in the form attached hereto and made a part hereof as Exhibit "K", to delete exceptions 1, 3, 4 and 5 of Schedule B-II from the Title Commitment Report, provided, however, such affidavit will be subject to any possessory rights held by DE (to the extent DE shall not have vacated the Parent Tract as of the day Landlord is executing the affidavit); and (ii) The documentation listed under items 4 (provided, however, nothing contained herein shall be deemed to require Landlord to obtain the approval of the City Commission to this Lease and Landlord shall be deemed to have satisfied this requirement by virtue of the occurrence of the Lease Commencement Date and the Landlord's execution and delivery to Tenant of the Memorandum of Lease in the form set forth in Exhibit "J"), 12 (to the extent attributable to any period prior to the Possession Date), 13 (to the extent attributable to any period prior to the Possession Date) and 15 (subject to any possessory rights of DE in the event DE shall not have vacated the Parent Tract as of the execution date of such affidavit) of Schedule B-1 of the Title Commitment Report. (B) With respect to item 5 of Schedule B-1 of the Title Commitment Report (i.e., "Proper vacation by the City and/or the County of those Right -of -Ways lying within the subject property..."), to the extent Landlord as owner of the Fee Estate must remain as the applicant, Landlord in its capacity as owner of the Fee Estate shall execute any documents necessary to be executed by the Fee Estate owner in connection with such application process (and without limiting any rights the City may have as a municipality with respect to such application process) and remain the applicant; provided, however, Landlord shall not incur any liability or be obligated to expend any sums or commence any suits in connection therewith. (C) With respect to item 6 of Schedule B-1 of the Title Commitment Report (i.e., "Secure and record an Easement for ingress and egress granted by the City of Miami, a municipal corporation of the State of Florida, which grants access in favor of the subject property to and from a publicly dedicated right of way..."), Landlord and Tenant acknowledge and agree that the Easement attached as Exhibit "H" in this Lease is sufficient and acceptable in form acceptable to Tenant for purposes of satisfying this item 6. Landlord shall execute and deliver the foregoing Easement to Tenant together with the documents to be delivered by Landlord to Tenant pursuant to Section 28.1(A) subject, however, to the terms of Section 5.5. 92 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 and without 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 notice from Landlord of its determination, having previously elected to attempt to cure, that it is unable to do so after having used commercially reasonable efforts or (ii) thirty (30) days following the date on which Landlord is deemed herein to have elected not to attempt to cure such New Title Matter. If Tenant fails to give timely notice of its election to terminate for any reason whatsoever, the New Title Matter shall be deemed to be one of the Encumbrances acceptable to Tenant. Notwithstanding the foregoing, in the event a New Title Matter shall consist of Landlord (or any Person acting directly through or under Landlord, but excluding therefrom Tenant and any Person acting by, through or under Tenant), in its capacity as owner of the Fee Estate, causing a mortgage, lien, covenant or easement to be recorded against the Development Parcel which Tenant objects to pursuant to this Section 28.2 and which is otherwise not permitted under this Lease, 93 Landlord shall, at its sole cost and expense, remove, discharge or bond (with a bonding company mutually acceptable to the Title Company) the discharge of same within a reasonable time after receipt of notice thereof from Tenant taking into account the scheduled procurement date of the leasehold owner's or mortgagee's title insurance policy then being obtained by Tenant. In the event Landlord shall default under Section 28.1 or Section 28.2 above, Tenant's sole remedy shall be, at Tenant's discretion, to terminate this Lease within thirty (30) days following such default, or seek specific performance. 28.3. Time is of the Essence. Time is of the essence with respect to the provisions of this Article 28. [The remainder of this page is intentionally left blank] 94 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: ATTEST: Todd B. anno City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: Bv: 9141 A I I Mari; Sharpe, Director Risk Mana:ement Department LANDLORD: CITY OF MIAMI, a municipal corporation of the State of Flori By: Arthur Noga City Manager APPROVED AS TO LEGAL FORM & CORR CTN SS: By: d``)`AL- icto . Mendez City Attorney IS [SIGNATURE PAGE TO GROUND LEASE] 95 1 Signed in the presence of: Print Name: -bed 6ifAi TENANT: MIAMI FREEDOM PARK, LLC, a Delaware limited liabili company By: Name: Title: AI 0tS [SIGNATURE PAGE TO GROUND LEASE] EXHIBITS TO GROUND LEASE 97 EXHIBIT "A" LEGAL DESCRIPTION OF PARENT TRACT LEGAL DESCRIPTIL1N:• ALL THAT .PORTION OF LERU,7E GARL/� 5/ LSTAFUSS SECTION 4, ACCORDING TO ,-'F,'E PLAT is iRE0i- .45 x'1CfRDE0 �'! PL,; i BJrs✓ 44 AT PAF 2� OF 77E P!8L1C RECORDS G. MIAJAI "A`E pO'1ilr', FLORIDA, YIN' 6!T'ie+ 01.INt "+�5 r 1, / f n CR.:510 41n �'l �1! b 4M' + L� l A, I. V P' l�.'�'1� D4Y• �'-h. � !!ice FI+S.L�.7�`l+,t°4 J1.�.54. ']_ LANDS, TO ET!',E' MTh' LIA"SURD"CED LANDS LYING Y4TtN,V Tr'E NG'RTr?EAST C3'dE—GLIAR7ER P/4,? O= SECTION 32. TOIVIScIF 53 S+LL'+Tti. RANGE 41 EAST, SANS LA OS BEiI G MORE PARi7Cil+.ARL Y DESCRL9E0 AS FO_LLOWS:. COIREFICE AT TsRE SO'UTH14ES7 CORR4E R OF THE A'ORNE445F 1/4 OF SAO 5EC7?1iv 31; TH.SVCE NO9'54°35W ALG,t+G rt-IE WEST UNE ' V0 •S d4 FEE THE, Y + S 7 rtL F J! i� 6 C� � ,ri ti OF SAID ,,;.t�^4�Th'£- •F J/. FOR a.GY: THENCE £A.'TE,:'L. ALO:L> A LbVE ! A� !_( tY N AND fa i .'s•aPT ' OF 1rtE SG'W74 LINE (.1 40 NORTHEAST 1/4 NO8'05'1L' = FOR 64.r1.J5 r OFE IN. ;(+SE Ti! ih'E F�'7f!t T B C t :G 0 7r."= PARCEL TO rF r A�RIGHT—OF—NV'R5 , t:_,Ct?d5='?a; Ttir�'__ A'J,1'a3`P7`Fw' Ll'!i� THE OF T,`it LIMITED ACCESS TO L 'EUI:E ROAD itiW 4?..+:D A.l'E+sU=) FOR 59.55 FEET; Tlr'E+:CE PUN ALONG SAID LIMITED ACCESS RICH A+4935491f' FOR 552,53 F:E T m A POINT Oil THE P1=1(T DESCRIBED CURVE, SAID FCANT LEAS-3 545'24'021/? FR'O' CE.NTER;' THENCE NORT?• I' ,EF?LY ALONG SAID CArr;ifA.? ('Z!'Rvv-- ('CV.Y PAVE TH NORTHEAST HA3•S+:G A RA 470G FEET, A CE,V!!A.. ,r F 41 FOR IY c rr, r r5 ('c U �r �� �' .:+.'CL O� 'ICi;:2" �,R A° AP DISTANCE OF 337.51 FEET TO A POINT OF TAh+LE4'C1;' THENCE ROW ALO+G SAh1 RP -if —OF —NY N0325 FOR 62.36i Frrl; THEM)," N.✓RTH E, 1L'L'LY ALO°,h; SAN) R6;47—Gf—WAY i.YO7'6r+'(t;'°VI FOR JFELT TO ITS INTERSECTION' F4TH A. LINE PARAL+L•�.' TO AND 5G'.O7 FEET EAST OF fl ;EST LINE OF THE S4f0 NORT,,1EAST f/4 OF SEC:DON J2;; THENCE RUM AL 0/ G THE E4S71--RFY R6VI7—OF—I'.A'Y LINE OF LEIEUN'E ROAD (NW 42rN'D AVENUE) N'O0'5455'r' FOR 442.21 FEET TO .A POINT: THEIGE 5flI 1.85'49'4 i 'E FOR A 0.5TA':CE OF 25I.52 FEET TO A PONT; i?+S+:i:E RON iV70-04•21 FOR A 015TANC= 0 255.46 FEET TO IFS INTER SECDON '+4iTr? TnE t.Y7.Kir; LIVE OF THE SAD iVOR: 'E=ST //4 OF SEECT1ON 32; THENCE RUN ALG/ 0 Ai N T1 IN ,VcV-2 2J FOR t319 '•r�? T (5 f cECRON' Vru. THE IYE5TE r ' 5 U '� L F �' '�2 �' FEET (J i7ER >_ r' RL'f R1Y,'+t? i�F—'r'r'AY L1Ii�u`F 1:1J .3i°Tr' AVENUE AS SNOWN ON •SMELT 27D TO 714E ,€f?/0/'PAL .ATLAS O, T+�+EE CITY Fir M M, 54'0 F011+T OF. JN'TERSE,TiO BEING ON A CJRGLJ)R CURVE CONCAVE TO THE EAST AND REARS N'P,� 2J 01'E 70 THE OEN7ERR OF SAID CURIE; THENCE 5I. LITHE`iL (AL0tVG SAID WINE 441/7.VG A RAM, IS OF I4G3,40 FEET, A CO:MAL APiGLE Gr cc 15'A3' 705 A,V AJ7' 0/_574NCE Of 7 r5 FE=r T.-EIeE A'_0.16 SAID RIC°4T-0E—WAY, ANGER- TO THE LAS 0ESC,?emu CURIE SO1'52'57"E .FOR 246.61 FEET 70 A ,POINT O CYRu4TL,'RE GI A C AV /1 AR DIJRVE COVCAVc TO 7??E EAST' THENCE S00T5' ALO.V 4D P'G+-i'T-a,-NIA Y 4116 CL144E HAM A RA NUS 67 2571 7+9 FEET A CENTRAL NIGLE OF 04'48'13 FOR AN ARC DISTANCE OF 240.77 Par TO A P0.W 0F ? J GErs'i!;• THEN E RUN AL WO SAiL Rf6NT-11-0.:( SOT..11'7 i `E ;07R t /7.6; Fz=+ TO A. C'A..!^JLAR CURVE CONCAVE 7J THE WEST. THENCE ALONG SAID 551h7— —4/4Y ANJ CURVE tAVNGG A RADIUS OF 2654,75 FEET, A CENT?, I17/5 OF 04'45'1,;' FOR AN ARC DISTANCE OF 240.I9 FEET TO A POT OF TAN"_=E,+.4Y; S-:D POINT BE S J5 F=~—+ 1;i'�ST OF THE EAST LINE OF SAL) 110R7HEAST i/4; THENCE RUN ALONG ,R'Gr;T—OF—ViAY 5f r.52'51'E FOR . 7L FEET TO ITS INTERSFCTO++' 'MTH 4 L,W .30.L�J'' FcLT SOUR-S OF 4/10 PARALLEL TO T ~'E /16WTN LINE OP THE 50074EAST 1/4 OF THE NORTHEAST J/4 OF S4c+LEAST LINE 32; THENCE S8746'27'1V ALONG EA r�^ PARALLEL LINE FOR 70(100 Far 7?)A PONT 735_)3 FEET :HEST C.F 374E EAST LI E OF SAID 1:OR17!EAST 1/4; THENCE S 0i 32 77 "E PA TO 54(0 LINE OR I564.41 FEET' THENCE RUM 505-08 .51V , 6�ti A " EMS! Li +L r I� , fi r DISTANCE OF 3' .J'J FEE;; THENCE RJN SG1'52S7'E FOR .A DISTANCE OF 213.00 Fa7; Fti'EYC= �V+SteT' ri" A! 0'!G A ONE PA.�rALLEL 1N)? AND 4.5 55 1:0LreTti OF 7/ SOUTH LL++F OF SAIL? NORTHEAST r'/4 OF S.IrD ECTrO: 32; T FN E RUN 5E006'15"rti" FOR i236.71 FL=1 TO THE FONT OF .5GINNING. 1 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 66°48'32" EAST, FOR AN ARC DISTANCE OF 120.80 FEET TO A POINT 'OF COMPOUND 1 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 CIRCULAR CURVE CONCAVE TO THE SOUTHEAST; THENCE RUN NORTHEASTERLY 1 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 FORA DISTANCE OF 242.22 FEET; THENCE SOUTH 86°58'54" WEST FOR A DISTANCE OF 346.60 FEET TO A POINT; THENCE NORTH 03°01'06" WEST FOR A DISTANCE OF 244.78 FEET TO THE POINT OF BEGINNING "B"; CONTAINING 84,978 SQUARE FEET MORE OR LESS OR 1.951 ACRES MORE OR LESS. Parcel 2: (CS Modified) (Leasehold Interest) ALL THAT PORTION OF LEJEUNE GARDEN ESTATES SECTION 4, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 44 AT PAGE 23, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, LYING WITHIN THE BOUNDARY OF THE FOLLOWING DESCRIBED LANDS, TOGETHER WITH UN -SUBDIVIDED LANDS LYING WITHIN THE NORTHEAST ONE -QUARTER (1/4) OF SECTION 32, TOWNSHIP 53 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA, SAID LANDS BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHWEST CORNER OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32; THENCE RUN ALONG THE SOUTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 88°08'18" EAST FOR A DISTANCE OF 649.34 FEET TO A POINT; THENCE RUN NORTH 00°53'17" WEST FOR A DISTANCE OF 45.01 FEET TO A POINT ON A LINE 45.00 FEET NORTH OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE SAID SOUTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SECTION 32; THENCE RUN ALONG THE EASTERLY LIMITED ACCESS RIGHT-OF-WAY LINE OF N.W. 42ND AVENUE (LEJEUNE ROAD) THE FOLLOWING SIX (6) COURSES; (1) THENCE RUN NORTH 00°53'17" WEST FOR A DISTANCE OF 59.96 FEET TO A POINT; (2) THENCE RUN NORTH 48°58'49" WEST FOR A DISTANCE OF 562.53 FEET TO A POINT ON THE NEXT DESCRIBED CIRCULAR CURVE CONCAVE TO THE NORTHEAST; (3) THENCE RUN NORTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 470.00 FEET, A CENTRAL ANGLE OF 28°08'25", A CHORD LENGTH OF 228.52 FEET ALONG A CHORD BEARING OF NORTH 30°31'45" WEST, FOR A DISTANCE OF 230.84 FEET TO A POINT ON A CIRCULAR CURVE CONCAVE TO THE EAST AND THE POINT OF BEGINNING OF THE FOLLOWING DESCRIBED PARCEL OF LAND; (4) THENCE CONTINUE ALONG SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 470.00 FEET, A CENTRAL ANGLE 2 OF 13°02'27", A CHORD LENGTH OF 106.74 FEET ALONG A CHORD BEARING OF NORTH 09°56'20" WEST, FORA DISTANCE OF 106.97 FEET TO A POINT OF TANGENCY; (5) THENCE RUN NORTH 03°25'06" WEST FOR A DISTANCE OF 623.61 FEET TO A POINT; (6) THENCE RUN NORTH 07°58'00" WEST FORA DISTANCE OF 193.68 FEET TO A POINT ON A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32; THENCE RUN ALONG A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 00°54'35" WEST FOR A DISTANCE OF 992.21 FEET TO A POINT; THENCE RUN NORTH 88°49'41" EAST FOR A DISTANCE OF 251.82 FEET TO A POINT; THENCE RUN NORTH 70°04'29" EAST FOR A DISTANCE OF 285.46 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 32; THENCE RUN ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 117.47 FEET TO THE POINT;THENCE RUN SOUTH 70°04'27" WEST FOR A DISTANCE OF 492.97 FEET TO A POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE SOUTHEAST; THENCE RUN SOUTHWESTERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 190.00 FEET, A CENTRAL ANGLE OF 62°44'26", A CHORD LENGTH OF 197.82 FEET AND A CHORD BEARING OF SOUTH 38°42'14" WEST, FOR AN ARC DISTANCE OF 208.06 FEET TO A POINT; THENCE RUN SOUTH 07°20'O1" WEST FOR A DISTANCE OF 167.35 FEET TO A POINT; THENCE RUN NORTH 72°00'10" EAST FOR A DISTANCE OF 1164.70 FEET TO A POINT; THENCE RUN SOUTH 02°55'37" EAST FOR A DISTANCE OF 357.95 FEET TO A POINT; THENCE RUN NORTH 87°03'24" EAST FOR A DISTANCE OF 4.09 FEET TO A POINT ON A NON -TANGENT CIRCULAR CURVE CONCAVE TO THE NORTHEAST; THENCE RUN SOUTHERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 573.52 FEET, A CENTRAL ANGLE OF 12°47'34", A CHORD LENGTH OF 127.79 FEET AND A CHORD BEARING OF SOUTH 08°39'10" EAST, FOR AN ARC DISTANCE OF 128.05 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN SOUTHEASTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 218.52 FEET, A CENTRAL ANGLE OF 46°30'17", A CHORD LENGTH OF 172.54 FEET AND A CHORD BEARING OF SOUTH 38°18'05" EAST, FOR AN ARC DISTANCE OF 177.36 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN EASTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 658.52 FEET, A CENTRAL ANGLE OF 22°55'46", A CHORD LENGTH OF 261.78 FEET AND A CHORD BEARING OF SOUTH 73°01'06" EAST, FOR AN ARC DISTANCE OF 263.54 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN EASTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 218.52 FEET, A CENTRAL ANGLE OF 46°30'17", A CHORD LENGTH OF 172.54 FEET AND A CHORD BEARING OF NORTH 72°15'52" EAST, FOR AN ARC DISTANCE OF 177.36 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN NORTHERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT HAVING A RADIUS OF 573.52 FEET, A CENTRAL ANGLE OF 64°03'41 ", A CHORD LENGTH OF 608.36 FEET AND A CHORD BEARING OF NORTH 16°58'54" EAST, FOR AN ARC DISTANCE OF 641.24 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN NORTHWESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING 3 A RADIUS OF 218.52 FEET, A CENTRAL ANGLE OF 46°30'17", A CHORD LENGTH OF 172.54 FEET AND A CHORD BEARING OF NORTH 38°18'05" WEST, FOR AN ARC DISTANCE OF 177.36 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN NORTHWESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 658.52 FEET, A CENTRAL ANGLE OF 10°30'38", A CHORD LENGTH OF 120.63 FEET AND A CHORD BEARING OF NORTH 66°48'32" WEST, FOR AN ARC DISTANCE OF 120.80 FEET TO A POINT; THENCE RUN NORTH 71 °24' 19" WEST FOR A DISTANCE OF 146.44 FEET TO A POINT; THENCE RUN ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 566.28 FEET TO A POINT; THENCE RUN SOUTH 03°01'06" EAST FOR A DISTANCE OF 244.78 FEET TO A POINT; THENCE RUN SOUTH 86°58'54" WEST FOR A DISTANCE OF 58.97 FEET TO A POINT; THENCE RUN SOUTH 03°03'12" EAST FOR A DISTANCE OF 375.24 FEET TO A POINT ON A NON -TANGENT CIRCULAR CURVE CONCAVE TO THE NORTHWEST; THENCE RUN SOUTHWESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 420.29 FEET, A CENTRAL ANGLE OF 85°06'29", A CHORD LENGTH OF 568.47 FEET AND A CHORD BEARING OF SOUTH 38°45'05" WEST, FOR AN ARC DISTANCE OF 624.30 FEET TO A POINT ON THE NEXT DESCRIBED NON - TANGENT CIRCULAR CURVE CONCAVE TO THE SOUTHEAST; THENCE RUN SOUTHWESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 865.48 FEET, A CENTRAL ANGLE OF 84°37'16", A CHORD LENGTH OF 1165.19 FEET AND A CHORD BEARING OF SOUTH 41 °20'31 " WEST, FOR AN ARC DISTANCE OF 1278.24 FEET TO A POINT REVERSE CURVATURE; THENCE RUN SOUTHWESTERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 104.00 FEET, A CENTRAL ANGLE OF 87°57'01 ", A CHORD LENGTH OF 144.42 FEET AND A CHORD BEARING OF SOUTH 43°00'23" WEST, FOR AN ARC DISTANCE OF 159.64 FEET TO A POINT; THENCE RUN SOUTH 86°58'54" WEST FOR A DISTANCE OF 739.49 FEET TO THE POINT OF BEGINNING. 4 EXHIBIT "D" SUB -PARCEL MAP ARQUITECTONICA 10 / z9 / 2021 2500 OAK AVENUE WWI. R33133 305,372.1812T 305.372.1115E ali SVEvRv0.5W1,=15OYOPNTOESN9WILEM00WVEWIX5=1§ 5rtFgANAOVINS,M 0757GN51501$ IY17554C MATSARE oOWORTXA[N OIMGSOVITCCTONEJICANi00B'T�AiMINKXCCC3XOA-RY- GROSTsMRcNlUlFOXiO1';0 300-0 MOWWIII/YENAEOIvoOEVAIW&AATVAWORAOmIIU,Crla..WITIKOO*CE Nfi�I I TFWRWLIKBLR!CALUTO[HSA-01 0' 150' 300' DEVELOPMENT SUBPARCELS 1 EXHIBIT "E" 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 OWNER'S POLICY (with Florida Modifications) Proposed Insured: Commitment Number: 21093394 Revision Number: REVISION - M 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: Amount: N/A 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.: 21093394 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 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 I1- Exceptions. ORT Form 4690 FL 8-1-16 ALTA Commitment for Title Insurance with Florida Modifications FILE NO.: 21093394 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. Proper vacation by the City and/or County of those Right -of -Ways lying within the subject property as described in Exhibit "A" in Schedule A-5 and within any portion of the Easement granting access, (as dedicated by 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), pursuant to the procedures set for in the municipal charter, and/or pursuant to the adoption of an Ordinance and/or by Resolution. Such evidence of vacation, abandonment and discontinuance must be placed of record. NOTE: This requirement shall be deleted upon (i) final approval, proper execution and recording of the Development Agreement, (ii) proper execution and recording of the Notice of Final Vacation and Closure of Platted Rights of Way, and (ii) compliance with Schedule B-I No. 18 of this Commitment. 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.: 21093394 6. 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. 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. 8. INTENTIONALLY DELETED. 9. INTENTIONALLY DELETED. 10. INTENTIONALLY DELETED. 11. 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. 12. 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. 13. 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. 14. 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. 15. 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. 16. 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 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.: 21093394 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. 17. 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. 18. Secure and record an Affidavit by a Florida Licensed Land Surveyor confirming that all Right -of -Ways (as dedicated by 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) lying within the subject property as described in Exhibit "A" in Schedule A-5 including the Easement(s) granting access are wholly contained within the lands described in Exhibit "E" of that certain Development Agreement to be recorded in the Public Records of Miami -Dade County, Florida. 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 I - Requirements; and Schedule B, Part 1I - Exceptions. ORT Form 4690 FL 8-1-16 ALTA Commitment for Title Insurance with Florida Modifications FILE NO.: 21093394 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 Parcels 2 and 3) NOTE: This Exception shall be deleted upon compliance with Schedule B-I No. 5. 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 3) 9. INTENTIONALLY DELETED. 10. Grant of Easement in favor of Florida Power & Light Company, as recorded in Official Records Book 22219, Page 1135, of the Public Records of Miami -Dade County, Florida. (As to Parcel 2) 11. INTENTIONALLY DELETED. 12. 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 1I - Exceptions. ORT Form 4690 FL 8-1-16 ALTA Commitment for Title Insurance with Florida Modifications FILE NO.: 21093394 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. (Affects Parcels 2 and 3) 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 2 and 3) 18. INTENTIONALLY DELETED. 19. Easement in favor of the State of Florida Department of Transportation, as recorded in Official Records Book 27341, Page 106, together with and as affected by Resolution No. 02-573 recorded in Official Records Book 27341, Page 112, of the Public Records of Miami -Dade County, Florida. (Affects Parcel 2) 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. Terms, conditions, obligations and/or easements set forth in that certain Resolution recorded in Official Records Book , page , vacating the Right -of -Ways contained on the Plat of LeJeune Garden Estates Section 4, as recorded in Plat Book 44, Page 23, all of the Public Records of Miami -Dade County, Florida, lying within the subject property. 24. 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. 25. Interest of the City of Miami, a municipal corporation, the fee simple owner. 26. 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. 27. Riparian and littoral rights are not insured. 28. Rights of the lessees under unrecorded leases. 29. INTENTIONALLY DELETED. 30. Development Agreement between the City of Miami, Florida and Miami Freedom Park, LLC, as recorded in 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.: 21093394 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. 31. 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. 32. Unity of Title recorded in Official Records Book , Page , of the Public Records of Miami -Dade County, Florida. EXHIBIT A 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.: 21093394 PARCEL 1: (T6-8) (LEASEHOLD INTEREST) A PORTION OF UN -SUBDIVIDED LANDS LYING WITHIN THE NORTHEAST ONE -QUARTER (1/4) OF SECTION 32, TOWNSHIP 53 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA, SAID LANDS BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHWEST CORNER OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32; THENCE RUN ALONG THE SOUTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 88°08'18" EAST FOR A DISTANCE OF 649.34 FEET TO A POINT; THENCE RUN NORTH 00°53'17" WEST FOR A DISTANCE OF 45.01 FEET TO A POINT ON A LINE 45.00 FEET NORTH OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE SAID SOUTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SECTION 32; THENCE RUN ALONG THE EASTERLY LIMITED ACCESS RIGHT-OF-WAY LINE OF N.W. 42ND AVENUE (LEJEUNE ROAD) THE FOLLOWING FIVE (5) COURSES; (1) THENCE RUN NORTH 00°53'17" WEST FOR A DISTANCE OF 59.96 FEET TO A POINT; (2) THENCE RUN NORTH 48°58'49" WEST FOR A DISTANCE OF 562.53 FEET TO A POINT ON THE NEXT DESCRIBED CIRCULAR CURVE CONCAVE TO THE NORTHEAST; (3) THENCE RUN NORTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 470.00 FEET, A CENTRAL ANGLE OF 41°10'52", A CHORD LENGTH OF 330.59 FEET ALONG A CHORD BEARING OF NORTH 24°00'32" WEST, FOR A DISTANCE OF 337.81 FEET TO A POINT OF TANGENCY; (4) THENCE RUN NORTH 03°25'06" WEST FOR A DISTANCE OF 623.61 FEET TO A POINT; (5) THENCE RUN NORTH 07°58'00" WEST FOR A DISTANCE OF 193.68 FEET TO A POINT ON A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32; THENCE RUN ALONG A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 00°54'35" WEST FOR A DISTANCE OF 992.21 FEET TO A POINT; THENCE RUN NORTH 88°49'41" EAST FOR A DISTANCE OF 251.82 FEET TO A POINT; THENCE RUN NORTH 70°04'29" EAST FOR A DISTANCE OF 285.46 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 32; THENCE RUN ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 117.47 FEET TO THE POINT OF BEGINNING (1) OF THE FOLLOWING DESCRIBED PARCEL OF LAND; THENCE CONTINUE ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 491.99 FEET TO A POINT HEREINAFTER KNOWN AS POINT "A"; THENCE RUN SOUTH 02°55'37" EAST FOR A DISTANCE OF 150.97 FEET TO A POINT; THENCE RUN SOUTH 72°00'10" WEST FOR A DISTANCE OF 1164.70 FEET TO A POINT; THENCE RUN NORTH 07°20'01" EAST FOR A DISTANCE OF 167.35 FEET TO A POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE SOUTHEAST; THENCE RUN NORTHEASTERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 190.00 FEET, A CENTRAL ANGLE OF 62°44'26", A CHORD LENGTH OF 197.82 FEET AND A CHORD BEARING OF NORTH 38°42'14" EAST, FOR AN ARC DISTANCE OF 208.06 FEET TO A POINT; THENCE RUN NORTH 70°04'27" EAST FOR A DISTANCE OF 492.97 FEET TO THE POINT OF BEGINNING. TOGETHER WITH: COMMENCE AT THE AFOREMENTIONED POINT "A"; THENCE RUN ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 958.69 FEET TO THE POINT OF BEGINNING "B" OF THE FOLLOWING DESCRIBED PARCEL OF LAND; THENCE CONTINUE ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST 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 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.: 21093394 03°O1'06" WEST FOR A DISTANCE OF 244.78 FEET TO THE POINT OF BEGINNING "B"; CONTAINING 84,978 SQUARE FEET MORE OR LESS OR 1.951 ACRES MORE OR LESS. PARCEL 2: (CS MODIFIED) (LEASEHOLD INTEREST) ALL THAT PORTION OF LEJEUNE GARDEN ESTATES SECTION 4, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 44 AT PAGE 23, OF THE PUBLIC RECORDS OF MIAMI- DADE COUNTY, FLORIDA, LYING WITHIN THE BOUNDARY OF THE FOLLOWING DESCRIBED LANDS, TOGETHER WITH UN -SUBDIVIDED LANDS LYING WITHIN THE NORTHEAST ONE - QUARTER (1/4) OF SECTION 32, TOWNSHIP 53 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA, SAID LANDS BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHWEST CORNER OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32; THENCE RUN ALONG THE SOUTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 88°08'18" EAST FOR A DISTANCE OF 649.34 FEET TO A POINT; THENCE RUN NORTH 00°53'17" WEST FOR A DISTANCE OF 45.01 FEET TO A POINT ON A LINE 45.00 FEET NORTH OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE SAID SOUTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SECTION 32; THENCE RUN ALONG THE EASTERLY LIMITED ACCESS RIGHT-OF-WAY LINE OF N.W. 42ND AVENUE (LEJEUNE ROAD) THE FOLLOWING SIX (6) COURSES; (1) THENCE RUN NORTH 00°53'17" WEST FOR A DISTANCE OF 59.96 FEET TO A POINT; (2) THENCE RUN NORTH 48°58'49" WEST FOR A DISTANCE OF 562.53 FEET TO A POINT ON THE NEXT DESCRIBED CIRCULAR CURVE CONCAVE TO THE NORTHEAST; (3) THENCE RUN NORTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 470.00 FEET, A CENTRAL ANGLE OF 28°08'25", A CHORD LENGTH OF 228.52 FEET ALONG A CHORD BEARING OF NORTH 30°31'45" WEST, FOR A DISTANCE OF 230.84 FEET TO A POINT ON A CIRCULAR CURVE CONCAVE TO THE EAST AND THE POINT OF BEGINNING OF THE FOLLOWING DESCRIBED PARCEL OF LAND; (4) THENCE CONTINUE ALONG SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 470.00 FEET, A CENTRAL ANGLE OF 13°02'27", A CHORD LENGTH OF 106.74 FEET ALONG A CHORD BEARING OF NORTH 09°56'20" WEST, FOR A DISTANCE OF 106.97 FEET TO A POINT OF TANGENCY; (5) THENCE RUN NORTH 03°25'06" WEST FOR A DISTANCE OF 623.61 FEET TO A POINT; (6) THENCE RUN NORTH 07°58'00" WEST FOR A DISTANCE OF 193.68 FEET TO A POINT ON A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32; THENCE RUN ALONG A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 00°54'35" WEST FOR A DISTANCE OF 992.21 FEET TO A POINT; THENCE RUN NORTH 88°49'41" EAST FOR A DISTANCE OF 251.82 FEET TO A POINT; THENCE RUN NORTH 70°04'29" EAST FOR A DISTANCE OF 285.46 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 32; THENCE RUN ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 117.47 FEET TO THE POINT;THENCE RUN SOUTH 70°04'27" WEST FOR A DISTANCE OF 492.97 FEET TO A POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE SOUTHEAST; THENCE RUN SOUTHWESTERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 190.00 FEET, A CENTRAL ANGLE OF 62°44'26", A CHORD LENGTH OF 197.82 FEET AND A CHORD BEARING OF SOUTH 38°42'14" WEST, FOR AN ARC DISTANCE OF 208.06 FEET TO A POINT; THENCE RUN SOUTH 07°20'Ol" 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 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.: 21093394 OF 127.79 FEET AND A CHORD BEARING OF SOUTH 08°39'10" EAST, FOR AN ARC DISTANCE OF 128.05 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN SOUTHEASTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 218.52 FEET, A CENTRAL ANGLE OF 46°30'17", A CHORD LENGTH OF 172.54 FEET AND A CHORD BEARING OF SOUTH 38°18'05" EAST, FOR AN ARC DISTANCE OF 177.36 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN EASTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 658.52 FEET, A CENTRAL ANGLE OF 22°55'46", A CHORD LENGTH OF 261.78 FEET AND A CHORD BEARING OF SOUTH 73°01'06" EAST, FOR AN ARC DISTANCE OF 263.54 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN EASTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 218.52 FEET, A CENTRAL ANGLE OF 46°30'17", A CHORD LENGTH OF 172.54 FEET AND A CHORD BEARING OF NORTH 72°15'52" EAST, FOR AN ARC DISTANCE OF 177.36 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN NORTHERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT HAVING A RADIUS OF 573.52 FEET, A CENTRAL ANGLE OF 64°03'41", A CHORD LENGTH OF 608.36 FEET AND A CHORD BEARING OF NORTH 16°58'54" EAST, FOR AN ARC DISTANCE OF 641.24 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN NORTHWESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 218.52 FEET, A CENTRAL ANGLE OF 46°30'17", A CHORD LENGTH OF 172.54 FEET AND A CHORD BEARING OF NORTH 38°18'05" WEST, FOR AN ARC DISTANCE OF 177.36 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN NORTHWESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 658.52 FEET, A CENTRAL ANGLE OF 10°30'38", A CHORD LENGTH OF 120.63 FEET AND A CHORD BEARING OF NORTH 66°48'32" WEST, FOR AN ARC DISTANCE OF 120.80 FEET TO A POINT; THENCE RUN NORTH 71°24'19" WEST FOR A DISTANCE OF 146.44 FEET TO A POINT; THENCE RUN ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 566.28 FEET TO A POINT; THENCE RUN SOUTH 03°01'06" EAST FOR A DISTANCE OF 244.78 FEET TO A POINT; THENCE RUN SOUTH 86°58'54" WEST FOR A DISTANCE OF 58.97 FEET TO A POINT; THENCE RUN SOUTH 03°03'12" EAST FOR A DISTANCE OF 375.24 FEET TO A POINT ON A NON -TANGENT CIRCULAR CURVE CONCAVE TO THE NORTHWEST; THENCE RUN SOUTHWESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 420.29 FEET, A CENTRAL ANGLE OF 85°06'29", A CHORD LENGTH OF 568.47 FEET AND A CHORD BEARING OF SOUTH 38°45'05" WEST, FOR AN ARC DISTANCE OF 624.30 FEET TO A POINT ON THE NEXT DESCRIBED NON -TANGENT CIRCULAR CURVE CONCAVE TO THE SOUTHEAST; THENCE RUN SOUTHWESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 865.48 FEET, A CENTRAL ANGLE OF 84°37'16", A CHORD LENGTH OF 1165.19 FEET AND A CHORD BEARING OF SOUTH 41°20'31" WEST, FOR AN ARC DISTANCE OF 1278.24 FEET TO A POINT REVERSE CURVATURE; THENCE RUN SOUTHWESTERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 104.00 FEET, A CENTRAL ANGLE OF 87°57'Ol ", 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. PARCEL 3: (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: 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.: 21093394 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; 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 58.97 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 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.: 21093394 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; 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 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.: 21093394 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°21'01" 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 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 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.: 21093394 1193.58 FEET, A CENTRAL ANGLE OF 07°08'00", A CHORD LENGTH OF 148.50 FEET AND A CHORD BEARING OF SOUTH18°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 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 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.: 21093394 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: 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 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 11- Exceptions. ORT Form 4690 FL 8-1-16 ALTA Commitment for Title Insurance with Florida Modifications FILE NO.: 21093394 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. 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 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.: 21093394 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 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). 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.: 21093394 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) corner 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 corner 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. 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 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.: 21093394 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 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 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.: 21093394 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. 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, 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.: 21093394 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: 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 1- Requirements; and Schedule B, Part 11- Exceptions. ORT Form 4690 FL 8-1-16 ALTA Commitment for Title Insurance with Florida Modifications EXHIBIT "F" LIST OF PROHIBITED USES 1. Any unlawful or illegal business, use or purpose; 2. Gambling; 3. Any use that is lewd, lascivious or obscene, as defined by Florida Statutes; 4. Adult entertainment (as defined in Miami 21— City of Miami Code of Ordinances); 5. Any use or purpose that would constitute a nuisance of any kind (public or private) as prohibited by the City of Miami Code of Ordinances; 6. Any use or purpose that the Code, as of the date of the execution of any Sublease or other right to use, sets forth as a prohibited use on any City owned property; 7. Any use that would violate the terms of the entitlements, certificates of occupancy or other similar approvals of applicable governmental authorities; 8. A funeral parlor or home or other death industry related business; 9. A car wash or gas station, except for car washing activities that may be conducted ancillary to any office, parking or stadium use on the Development Parcel and any electric vehicle charging stations; 10. A so-called "flea market" facility, "second hand", "used goods" or "surplus" store or pawn shop, excluding a farmers market and the sale of products customarily sold in such farmers market; 11. A gun range or gun shop or other establishment selling fire arms or ammunition, except ancillary sales of such through an established sporting goods or similar store (e.g., Dick's Sporting Goods or Bass Pro Shops); 12. Any residential use (which, for avoidance of doubt, does not include any hotel related uses); 13. An industrial space or repair facility; 14. A junkyard or stockyard; 15. A fire sale (fictional) or bankruptcy sale (except pursuant to court order); 16. A coin operated laundry, central laundry (excluding ancillary to any Stadium -related use and any hotel or convention center use), or laundromat (excluding any laundromats with a secondary use such as the "suds and duds" operation) or dry cleaners with on premises cleaning plants or facilities; 17. A store selling drug or "head shop" paraphernalia (excluding, without limitation, a typical drug store such as Walgreens); 18. A store selling tobacco, vaping, or other devices that simulate smoking, excluding a "cigar bar" or other similar type use (so long as such "cigar bar" does not sell or promote vaping or other devices that simulate smoking); 19. A warehouse or storage facility ("mini", "self" or otherwise); 20. An industrial or manufacturing facility; 21. A slaughterhouse, meat packing facility, or facility selling live animals for consumption; or 22. A soup kitchen, homeless shelter or other similar facility. 1 EXHIBIT "G" LEGAL DESCRIPTION OF PUBLIC PARK PARCEL ALL THAT PORTTON OF LE...EU/of OAKEN ESTATES ECM' 4 AC"ORaQ AC 7i? ME PLAT POET; AS r'r±OLR ED .4V .+SAT WON' 44 AT PAC` 23, C THE Rale RECORLIS OF 1.11AMAY-3ALk CO,49TY, FLORIDA, L WIG WNW TE RANDARY OF TYE F.hLL041.1 DESCablE0 8)S. Tt &7? R HOW C 'r-5L48Lzli40E7' LOOS L red ' 477MW .NORTHEAST avE-OtkRI7 (r/4) 4R 5E0701 32. +.%VS9P 53 SOD Tr; RANGE 4t FAST EAU LAWS; EONS MORE PARi+OJLA?LY C17S0716 0 AS FOLLOWS: /, miliE/ :E AT Tn,E SOZ17714t5T C4RNERR f;F Pt; IAiliffi ALST AV5-CGAR76? (J/11 ot, £4) SECnaV +?: ;'eeCE mg' AI.hhV i $OUT i Lod' ib R'E F,L'4 THEASr ONE-, !,4Rtiie (7/4.1 CY SAW) Se.7YAV 3., Pe?,7i1R' 8. 08'1i1' EAST Fa? A F.t'.�TA,44:E CIF 649.34 FEET TO A r'7CAVi; PIACI h%.W 77r1RTr4 A73.1'JI' istzr FOR A L?57ANCE C44' 4501 FEET TO A P6817 GeV A t,WE 4500 FEETI1O,7T' of AND f 4(11. WM; ,PtiS M A UR63 AT fer AeJ.S,',ES TO 774E :+1'Y1 5507N 41Yr5 Gf The NO9/ ::ST ONE-Mg/RV? (1/) G4` CTAON 37 AND THE d C T EON N OF NE. Fv' LOWNG oEsCR8ED WC EL OF ONO,, T'E+rCE R1.451 AGti1U" THE EAST PLY £517rE ACCESS RANT -CM -MY LIAE OF N.W. 420 AvEMLLE (LE 24VE 8YSi7) hE FC"_i,77F7'IY TA'E (3,i 69L8S65 (7) Tek.-E. HON M;1fTH Off55'Tf" NEST FOR A L'ISTANCE its 59.96 al)" TO A PAW a) Ti`!`N7E HON tiOnlft 4 .5e49" F 5T FORA USTA+C5 ar 662.53 fef. TO A ti hwTJN ??6 AtiXT OESOR78E0.0 CPCif!A47 Cak1,5 664CAts 70 TEE AORNICA T; (J) R'E+1L'E RLAV AtiVYT,HWESTERL Y ALONG' ME .ARC Of SAD CU1?t2' TOTE ,R.ti: . WC A R4L1i OF 474.6i1 FEET A 4'Er'5 kL Ah4`.Y.E Lf 26'0825'. A CHORD LE.%Tt OF 228.52 FEt'T 14 0NO A Li{ORD ri.4fSN'G CV' RORMI 3037 45` If£S7 FOR A D.STAJT & 230.84 FEET TG' A PONT;TrD10E 8t81 A'OPTr./ 86'5854A EAST FORA DISTANCE OF 732.49 FEET TO A P AYNT OF G:R7::ATINE 07 A ORC0 AR aeR vE MCA 7TI Trk 1 77FfitEST` MENZ RUN ommosreitY AtCNdG THE ARC OF 5=•i7 CIR0.24R CARVE 70 Tri= Lft7 HAVIIAO A RAMIS OF 10y4.00 FEE? A CENTRAL AnCCYE OF 876704". A ohm) LEI crei. OF 144.42 FEET AD A /ME £'8'ARNV 07 11,Yl7.77-1 43?.�0y 23' EAST. FOR AN ARC 111'STANOE O 159.64 FEET TO A POINT OF REP ERSE CUR4r}FUrr�• Th54 RUN NOR7 A57? 'l AJ .ees 7h5 ARC a 5 MCA' 4,7 CUi76f TO h aYrtdi, HALM A 71.0YMS OF 865.45 FEET A CE'17RAL AN:Tf Gt'T 64;3P1G; A cHoo LENGTH AF J765.19 FEET44D A Clh'1_5P0 8EARM' C1 740RT' 4120:3r EAST, FOR AN ARC a'ST!10E RF 127524 {ET TO A P081T ON ME Mar L1E5 4iI97J 1rG+r-TA+hwr1T C,V1(.LY.AR conCfx1C,A i6 TO THE ioYb7Ti AE5 Tr 4'7 4LAV riRTt6/,S. ERL Y A7.649 T,'t ARC OF SAC GiRC1 LAR CUR if TO THE E7. f+'A►'41G A 84051S OF 420.29 Far, A CENTRAL A ANI1IE OF LWL4O 29 : A CHOW LENC777 OF 568 47 fEET AND A MR0 RE'ARIZ' OF NORM' 3 ?5'05" EAST FOR AN ARC INSTANCE OF .524.36 FEET TO A PONT; T7fA4". ' RUN NORTrH 030312 HESTFA7 A O'ST.NCE OF 375.24 FEET TO A PO0Y4T: Tril46581W 71+08T1 585854"EAST FOR A DISTANCE OF 165,57 rE�ET TO A PCN? T4E110E 17181 4CW7n' 0152 56' KESTFOR A O'STAP/CE OF 242.22 FEET 70 A PONT; TrENCE RON AtONC MI NORTH LINE OF TEE NL14T'EAST 1/4 OF 5A40 SECTION 32 NORTH 5724'21" EAST FORA G4'STAsNCE OF 700.02 FEET TO A POINT go' A NON -TANGENT . C?.U8 CIARbf 66464PE 70 77E EAST; T7 42 RON SOUTHERLY AWJ/C' 7?-1E ARC .Gt SAN) G126LJ AR 6097E 70 737= LEFT 44A11,1C A RiD.US 0' 14'5340 FEE;', A a'N7?AL ANGLE OF 0075`48; A CHO8V LE1NON OF 7.15 REF AAW A OVORO BfARAS OF SUi'ITH 01'443f EAST, FOR AN ARC ,O'STA.NC£ OF 7.15 FEET TO A 80847 OF T4466MC? 74546E RN 501.1374 0152.5r EAST FOR A NSTANc OF 24Li60 F55T 70 A F6600/7 OF MR VA TUNE OF A t tRCLLAR Ct47'ir COCA VE 7O THE EAST; THE? 14OE FT..171 Sa I74EQ7 1' AL6 C THE ARC OF 5249 C117675.47 CURIE P7 b777F LEFT HAW A 1'A£At'.15 CF 2671.79 Far,, A CEN7AL ANGLE OF 004.48'1' , A CHOW L'7Av5741 OF 24C�.71 7 T AND? A C#OS) 0EA7iRY; OF 50+I7;4 04'17*04* EAST FOR AN ARC O'NSTANCf 07 2407? FEET To 4 PO4ti7 OF TAuz1dcv,• 777516E RUN ih 44't1" EAST f02 A P57-4141F cT J77r31 PEST 7T A PO?#T 0f CbW4'A.min OF A C<4T7671(A17 M„8? CONCA4 71 THE iff577 MENar ROi' SairrEFL' Y AtG4'1G 774E ARC ,OF A OR6ULAR CURIE TO THE ,9,11;47, HAMS A RAMS OF 2534.749 FEEFEET,A CENTRAL ANC5E a-of-48w,, A CHORD 1E\i771 RF 2415.17 far Aht4 A alf147J REARM; OF some D4'17'04EAST. FOR AN ARC OtS771.9I OF 2 4249 1657 7O A, 72TT OF TANCE'1CY,` 37-'E46F R1L7/ ALONG A LSVE J5.00 FEE i'Ir55T 07 A%0 F-A.RALLE2 Til THE EAST LINE OF 7775101 rysAST P/4 der SA IV SFC7iGSd 32, SMITH' 0157'57' FAST FG4Y A 1RSTANC6 07 .5 i5.IA FEET To A 707471 TriEM:2" fu1 souTt B7'46 7' VEST f�Jl4 A 1715757105" C." 60.L47 FELT TO A 8iRIVT• IRE INCE /71)4 SOOTH 01 S7'67' 8.45 , ALONG THE Y55 7 412 iT-07-IN.4 Y A° Tiiz SEACC440 ANY (YE Relit 1i10A0 A10 THE EAST WE ;.$ Ei JO'K J,, "t5.,.NE GAgElr' ESTATES 31.7Yxr 4", 1'LAT#1GtV 44, !'A0 23 0- 7t7 firt`L'4L' 7_^"L7,)5 CtC .471 141 2,4O WONT f, na,e 7A,, t74H A 557.4464 07 1054.41 FrET TO .4 MVO': RENCE 1711'1 Sol,,TN &Vele' iifST 7671 A 615774NOE 6F 60.00 FEET TO A PGWT T'fN7 8787 SOOT' 01S2'57" EAST FORA 15STANC,' C!F 2i 3..00 Far TO A PONT Trtr'4CE !PA( SOOTY 887812" ;EST. AIANS A iAw 45.0k0 FEET 408 711 67 TriE SCRITt LAE C7 .THE NOR 77.tAST 1/4 OF SA10 SECPL7 32 FOR A 057.44 F F 123 ,71 r T TO 777 1301NT OF OECN74 76;; X4TAIW17" 2,550255 5:WARE FEET MORE C17 +E5.5 OR 59 087 ACRES AVE OR L'S5 1 EXHIBIT "H" 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 Miami Freedom Park Commercial Development (the "Freedom Park Lease" ), with a lease commencement date of (the "Lease Commencement Date"), in which Grantee agreed to develop and cause the construction of a hotel and an art and entertainment center, including food and beverage venues, office, retail, commercial and parking, and other ancillary uses in accordance with the Freedom Park Lease, at no cost to the Grantor, on that certain parcel of real property located in Miami -Dade County, Florida, legally described on Exhibit A, attached hereto and made a part hereof, (the "Development 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 Development Parcel, and (ii) the construction, operation, maintenance and use of underground utilities, above -ground utilities and public infrastructure (collectively with respect to (ii), the "Utility Improvements"). 1 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 Development Parcel (the "Pedestrian Bridge Improvements"). AGREEMENT NOW THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree and covenant, for themselves, their heirs, successors and assigns as follows: 1. Recitals. The Recitals to this Agreement are true and correct and are hereby incorporated by reference and made a part hereof. 2. Grant of Easement. Grantor hereby grants to Grantee and each of Grantee's designated tenants, licensees, invitees, employees, guests, patrons, agents and contractors (I) a non-exclusive easement upon, over, and across the Easement Area for (i) pedestrian and vehicular ingress and egress to and from the Development Parcel, including such roads and parkways in the Easement Area (collectively the "Roads"), and (ii) the construction, operation, maintenance and use of the Utility Improvements; and (II) a non-exclusive easement upon, over, and across the Pedestrian Bridge Easement Area for (i) pedestrian ingress and egress to and from the Development Parcel and (ii) the construction, operation, maintenance and use of the Pedestrian Bridge Improvements. Grantor acknowledges and agrees that the Roads identified on the Easement Area for vehicular ingress and egress, as provided herein, shall not be dedicated as public rights of ways, unless otherwise required by applicable law. Further, without written approval of Grantor and Grantee, neither the Easement Area nor the Pedestrian Bridge Easement Area shall be reconfigured, blocked, closed or altered in any manner that materially changes the location or configuration of Roads or results in a restriction of access to and from the Development Parcel. For the avoidance of doubt, this Agreement does not constitute the approval of any utility -specific easement and, to the extent that any utility requires that the Grantor enter into a separate easement for the placement of its utilities within the 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 2 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. 6. Term. This Agreement shall become effective upon recordation and shall continue in effect from the effective date of this Agreement until the last day of the thirty-ninth (3 9th) Lease Year (as hereinafter defined) following the Lease Commencement Date (or later if Grantee elects to exercise its options to extend the Freedom Park Lease term), unless released sooner with the written consent of Grantor and Grantee, or their respective successors and/or assigns; provided, however, if the Freedom Park Lease is terminated prior to the expiration of the then applicable term (including any option or renewal term), this Agreement shall continue in effect through the expiration of the term (including any option or renewal term) of any Sublease then in effect and subject to a Non -Disturbance Agreement (as defined in the Freedom Park Lease). For purposes hereof, "Lease Year" shall refer to each twelve (12) month period during the Freedom Park 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 Freedom Park 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 Development Parcel, and all persons claiming under them. 9. Remedies. Enforcement of this Agreement shall be exclusively by action at law or in equity against any Parties or persons violating or attempting to violate any provision of this Agreement. 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. 3 11. Construction of Agreement. This Agreement shall not be more strictly construed against any one of the Parties in any claim under any provisions hereto. In constructing this Agreement, the singular shall be held to include the plural, the plural shall be held to include the singular, and reference to any particular gender shall be held to include every other and all genders. 12. Authority. The persons signing below on behalf of Grantor and Grantee, respectively, represent and warrant that they each have full right and authority to execute this Agreement, that they are authorized to do so and that no consents of any person(s) are required other than those which have already been obtained. 13. Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. This Agreement may only be released, amended, modified, supplemented or revised in writing by Grantor and Grantee, or their respective successors and/or assigns, and any modification shall be effective only upon recordation in the Public Records of Miami -Dade County, Florida. [SIGNATURE PAGES FOLLOW] 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 EXHIBIT "A" DEVELOPMENT PARCEL SKETCH TO ACCOMPANY LEGAL DESCRIPTION SCALE. _ .... PONT OF BEGINNING t� %561.42t2 v7,42' NIL' J4191 21?!;.4E' m` 2.51.�S'a —�''- • { tt R Te E PONT c C MMENfC,P NT sluNntrsame '-rtheast 1/4, Ct 3g-53-41 The Dee' qs sr 74 Ore Northeast :aunty; F7,9rrde. Tr,•4s wretch :lensed sr y Kyr st *T24 211 491 99' 1:4•Xta56' M67'4476` 'CIA. t.Sq ISO. ;7P 17:-1971k' 4` O666str36-42't4/ Kw -A o I I 1E7.l5' kw. 17M % T _ r J 25 _ 11".�_ 4 I _ 2,7 _ 1`l -T-P7 y I -- I 6 ' 23 ' � u Mot* Lfine, NE t/4. xe?4•rit, /L u „Amu 21 45E.6A' PONT OF BEGINNING :Oret'sr'. MO 91' a -aI 77zs r �n&I'LH 78 649.34 B" M?5C7 Wit 2.44 hi' 4f63-i41P 416.60' 5'07120561 242.22 1 I D 1 ___i _ I 7 1 37 I L.. -� I -T 79 -- 4219 _ I _]t_ y ' - !laic -line Gardcrr I i _r-if�fir74 _ T _A5 3k Estates SectKu 4 11 T +i I X2_ b fat bcnk 44, i !6 , 7!I t---T'�W _ l �111 e! J- ... ,-4.! I. NI_1_1_..1 ti rt i1 1 d1 ti % 753'triv 45.07' own hereon reigte to an oss,'JrTiea trecrirlg fiat' e8r.te?8- East) crcrrg the Scutt ,Vne One-Lkearter (r/4) ct Srrtion .32. Tr7-n*p ,4.? South, Poor 4t Ea:t lia*!-tlmir. —ter ac,t tu'.hd IMI!hrxlt tne sir erre 47d tt•e reaork raistri .Sea' et +he: e7f7P,stih¢ �Jado ,ra MIW ra UAW Slid .i' ier, Settix 32-5 3-4 t `1_ Sovf L+r.,E; M.E. y4, Seth 32-53-41 - %arc5 d - i,&lto Ang.'e - Arc Lr.'gfh . C .. - Cbad 8eveng C.h U - Ct'✓''d Orsta1C0 SCHWEBKE S H I S K I N+ ASSOCIATE J' L-E' • E I" EE • LAND -LA =+ EMS - E - 4) 41 P -1E 44' 4-Aim,. FL I - T141'. I T - HEET — F _ HEET E E ' -TE F ,it Sh G t C0,4fSEI orer* 1.i.14'r4.lLrrl ifiCi.Oftfr ...-. t 4 We'.ti..ti' 7027111,gr. .C. 7 h' ZI14145&!. P.5 Y. 4711 TM,: L_T _ 'L SHEET _ OF _ SHEET;',? SKETCH. TO ACCOMPANY LEGAL DESCRIPTION LEG4( CdESCR1PTTON: A PO»T7ON OF ,A-SUS?%1'40ED i ANDS f rw. ilONA THE NOP71t4ST G+dE-OUAQ7EF (r/4) OF SECCTGii 32, 71sSo,yw 53 S- RAli it 41 tj4S? .SA7i, ! ANO> EejVG MORE PARTC1AARL r 9ESCR49E11 A-S FO OWS' CPU',_ _ _ 7017,•44t5T CORNER OF ntt NC11ertecr 0+-7u4R,TER (►/4) o uc - A'' 52 moaCt +wav 4i-ONG of SQ: -- - - "?kfAST ONE -QUARTER (1/4) OF SIC SECTION 32, NORTH 88'08 ' _ <T Fr A 1.4'STAJ'a OF 64934 FELT p - _ AI W NOON 003.3.17' WEST FOR A T41L^E OF 45 01 FEET TD : - i ts' E 4S�X1 FEET iOR^- OF M8U . - - &LEASURE; AT RIGHT ANGLES ?D, THE :;4h? SoUrh LINE Of Tt£ N( --_- _ _ ;, .4,7r_P (} /A "Jr acro* iniev A404C THE E457ERLY [NCIED A. -ass RCNT-OP-WAY LOVE W. f!k.((Jritr, (!) 7?lEj,L'E RUN NOM' X"53'17" NEST FORA 015;INCE OF 1.): _ - - ' ' RUN NOw-- •WEFT FOR A D.'STAMU OF 562.53 FEET TO A POINT ON T?dE HEAT D£SCF2,:: - ntf hO--_- '-Enti:E Rrw .NORNIE57TRtY ALONG 7NE AR of Sad CoRit fi 1?t R1GHT,, ffAV' 2 ".4!X1S OF 470::. FEET A = - - - _ ;F 41'1052", A CNO, ' LENGTH OF 3i!59 FtETALCM' A CHORD 8E4.RAVC - _ 24'0032' WEST, FOR A ': . _ - Tr A PONT' CF TAWY;E,'t'r; (41 THENCE RCN NORTH 0375'067 *E„' - - .'57AkY,£ 0 62' F • FEET r5 A H_ - _ = FUN NORTH 0758A^' WEST F0P A DISTANCE r0f 19168 FEET TJ A PLAT Oh A LA'1E 50.00 *. FAST OFF - - _ - AS AusuRE9E9 AT R1G4T AkGij5 70, TiiE WEST L'WL GF THE 4 €45T GNE-01)4R1R ('/1 - - sifr W _ 4 CsNC A LINE 50.00 FEET EAST OF AND PARR LE2 IWM ,, AS MEASURED 4r R iGNT ANTES rf7, _ (.WE oF= _ - 7NE-OI24R7ER 0/4,i .9 5410 SECTION 32, 45 00'5l'35` r1L5Y FORA INSTANCE OF 99. -__- - PO5'ir THENCE .K1hV NOR114 88.49'4 ! " EAST FCW A 9:STAWCE OF 25! 62 FEET TO A ROM.; 7...E C,E PL I NORTH 7f ". - A IXS774Awf OF 255It Far T7 A PONT'Oh' ' NVft?r+' iAUE OF SAO SECr1GW 32: T•,:N`at >r,,ri( ROW Mt WART- _ - - .SECTON 32, NORTH 672421' EAST FORA +VSTAHCE OF T 7747 FEET To NE PANT OF GINONG OF TNE FOZL0.1 _ PA4C£I OF iANO, THENCE CO'Vr1WlE ALONG THE .'/0RTH LANE OF 54Di SEC717.k 32, NORTH 872421' EAST FOR A L.:, _ .- L.9l.9.9 FEET TO A Polly ,•(EREIWAFTEjr KNOWN AS PLANT A'; T? N'CE RON 5C N G2:55 1/" EA>T FORA O'STANk t Go. 4. ra A FONT TAENCE P rn SCUT 721J'0'10" NEST FOR 4 RSTANY.E OF 1164. TO FEET r0 A .GOtA'r Neva Rf.W NORTH 0; . . EAST FORA DISTANCE OF 167.35 FEET TO A POovr OF CuRVATtRE F A L14 7:AR CY,4?vg CONCAVE TO ? E SOUTHEAST RON NORTHEASTER Y ALONG 7.14 ARC OF 5410 CO?CUTAR CL(RiE CHORD �TtE RL�T A HAVING A ROVS OF 190.00 FEET, A CL'. - - ANarf OF 674426' A (J+'C4"J LENGTH OF 19182 FEET ANN A CHORD (E4MW0 (W N. RN JB'l2)4" EAST FOR AN ARC 1.(:>1-Aht:t Lr" 208.06 FEET TQ A P01ri7. THENCE Rl1N NORTH 7004'27" EAST FOR 4 OIS ANC£ OF 492.9/ FEET r. ThE POW r OF .3E4C' (N.'T NING 272,575 .0VARE FELT f4Ct OR LESS OR 6.2% ACRES INRE ,R LESS. TtV tR ot7.4' (:fAlveKE AT Fi{E 4FoitikNTA1 f.' PCtiNT 4' NEVI RL. kW; ; Tit Al'X h i At i1F .L:l; 1';77(JW 32, M 7? 8714 . FOR A O'S7ANCE OF 954.69 FELT T4 THE .F'At1'T OF RI NNd11'S .�" OF ?E F0.L0WX4L C SCR,LFED PARCEL OF LAND. THENCE CGNTAu4 ALONG NE NO T4 LINE OF 540 5tCT0W 32, hY,t9Ar 87'24?r' h4Sr FOM A (xSTANCt C'F 351.12 F f 75 A ✓{;XW" THENCE SOON I ^ r'52 56 LAST FOR A tWSTA4CE OF 242.22 FEET THENCE 5.- U11' 86'5854" WEST FOR A 015T 0 E OF 346.60 0 A .P,Yh7 746140E M917r 4 OT01'06' WEST FOR 4 01514hCE OF 244 78 FEET 77 '�FeE PAT OF EIESANNO p"' CC T4AWti R4,978 SQUARE .FEET &LOPE OR LESS OR 1.951 ACRES MORE CR LESS VOTE ' THE BEARN,SS SHOWN itiEQN RELATE TO AM 455SWE: REARWC (ORT+1 68'7'18'£AS17 ALONG NE SOON ONE OF ;NE VO?THLAST ,NE -QUARTER (1t%4) OF 2CT7 i 32, TOWNSHIP 5.! iTH,, RANGE 4! EAST, MAidi-DADE COUNTY, FL'MJA Tht'.S _- y (5 NO' VALNl w'FtO')r rffE S7f+N4'?. AM; T•(E ()Rom.PAP,E0 .SAL THE A.TISTAIL: FLf�RiCA SCHWEBKE S H I S K I N + ASSOCIATES L- E E I EE • L- L- .E -1E - I - - FL I - :. - E .a.* 0.6Y-'U1u Oh.()fl•Ak[I.t9:,4) 4.1j -i j_ :•_,: ,- rZ ,t PE .. E , t E* I. I::•, - I TE E' H G1t-qt FL I - F L- E, '", '..': 4 , a:.E 21069 (LATE 10/ 11 /2021 NA l vtir r,. YE REAM GAf COUlnie15Ri no JIM l 4TG'MT•tDOG 'J 01)75 X avr',.- _ - 1 8 SKETCH TO ACCOMPANY LEGAL DESCRIPTION �fi�Ec 1'1500' POINT OF _ BEGIN IWG POINT OF COPAIIENCEA0ir Southwest Caner, Northeast 7/4, Section 52-53-41 Note.' 1. The bearings shown hereon reiote to on assumed treating (North 88V8'iB" East) olaog the South fore of the Northeast One -Quarter (1/4) of Section 32, Townstr+p 5J South, Range 41 East 1bbnri-Dade Counts Florida 2 Thu sketch is not laid Okra, the stgnoture and the arnp hal raised seal of the attesting Rondo Ncgnsed sensor and mapper. T11E 5EAt A 1'er, J1Y NT Xr...445Yr 1445 .a.11N W7Z 12 fir!' MAW 57riV4 JOHN51LN,, P.SM. 4775 1 r"fhtirre. ME 1/4, Socha" -vat,' 4-tTAY-ie' 49e52' cw.o-rx&J' 46r7e711 See. N177449'✓r lean' L=f77Je' d=4,30r R�?fe.59' ckarr72.54' 044144.181412514 artheast Caner. Section J2-53-41 65.pa' 6270374Z seem's.TY 4.09' 58.97' 37924' 1=541.24 4=802'e 1' A=37J.57' 040.-40n.15' 0+.e.-Nr65e541<' i= 4.JO' 41:28551.18 N4,242294 N..a.36a, Jr � Cke=sir45MY j S £ [-r77JeI6e. 6- -0.17. II 'ice -vas.?" Or.o.-l7254' keC_1�i 57116?r p7!!.* �M ivts" 1 31 g. _ rre-ftel 4 y, l eMg 7f'e' '_ 4 1 2t I I e le.kune Coraen i K v Estates Section 4 - ; 3 Rot 800k 44. �1(1 I$ Poge %J e ' ie I.' 4=b7S731 ' .da' !w.�t 44 47' Y 1 ...,{y 1 'F[$.+SY�002.1�f rat I I,tom -j__ yn��w I i 10 R +� I00' t 1 I 1 - 14 - -i-' s i 1 r _ z,_I 1 ry..L ` 4 .J --=—te(_- toririnf South S tioine. NE IA n 32-53-41 401' R- Raraos d- DelrtoAngle L - Arc Length Ch.B. - Chord Storing Ch.D. - Chad Distance SCHWEBKE SHISKI N+ ASSOCIATES LAND SURVEYORS • EL. I.EER'S • LAND PL.r.'NE<_• 324b :'ORPOaaIE war. 417044JR. now 33025 ON)E(3i15) 652-7O10 hRONwR3:(9be) 435-7ji19 rxx:(105) 6.52- 84 PREPARED UNi:ER Nr JPERvISION: THIS IS NOT A 'LAND SURVEY ORDER NO.: 21426Y DATE. t0/11/2021 SHEET _ of _ SHEET(S) F.B.: N.A. ((1a-87) diami c! h: n+ Mn IAARK STEvEN JOHINSON. 7RINCIPAL LLNt; tiio-rrEVON NI; 4. ;h N: 37J4 riME RAVE G17IF .0 S61.540t £i.'+4 rrS7atiAt 12I i4Wti'rTa77r-ARtaC c eZr.9? 4-GALS 9 SKETCH TO ACCOMPANY LEGAL DESCRIPTION LEGAL DESCRIPT7PV- ALL 774ATP'OIRP Of Di._ 4,f GARD& ESTATES SECTION' 4 ACCORDING 7D THE PLAT THEREOF, AS RECORDED AV PLAT BOOK 44 AT PAGE` 2J OA . At PUBLC RECORDS OF MIAMI-D,ADE COUNTY, FLORIDA, LYING WAIN NE BOUNDARY oP ALL FOU M ING DESCRIBED 1 AMOS, TOGETHER INTH UN-SLO301140E0 ! ANDS ! 1AVG WHIN THE NORTHEAST ONE-OUARTFR (1/4) OF SEC71Atir J2, TOWNSHIP 53 SOUTH, RANGE 41 FAST, S4O LANO5 BEANO MORE PARCCULARLY LESCRIEED AS FOLLOWS; COMMENCE AT THE 50O7UWEST CORNER OA 74 NORTHEAST ONE-OWRTER (1/4) OF SAIO SLC 70Ii 32; THENCE RUN ALONG 7hE SOUTH L1AR OF 7hE HORTHFAST ONE-.04' 7EP (1/4) OF SAO SECTION 32, NORTH 88'08'I8' EAST FOR A DISTANCE OF 649.34 FEET TO A POV7 THRICE RUN NORTH 0033'17" WEST FOR A DISTANCE OF 45.0! FEET TV A POWT ON A LINE 45.00 FEET NORTH OF AM PARALLEL WT7H, AS MEASURED AT RIciir ANGLES TO, THE SM) SOUTH ORE OF 724E NORTHEAST ONE-OLd4PTER (1/4) OF SECTION 32; THENCE RUN ALONG THE EASTERLY UMITW ACCESS R! 11r-OF-1E4Y LINE OF M.W. AVENUE (LEJEUNE ROAD) Tf FOLLOstrG SIX (6) COURSES; (1) THENCE RUN rAaM 00'53'17' NEST FOR A DISTANCE OF 59.96 FEET TV A POAVT; (2) THD CE RUN NORTH 4858 4E NESr FOR A (STANCE OF 562.53 FEET 70 A FOANr ON TY NEXT CESOVASED OCULAR CURVE CONCAIE 70 THE NORTHEAST, (3) ?PENCE RUN NORT7NIEs7ERLY ALONG T4 ARC OF S4 CURVE Ti) NE RIGYHT MAC A RCVS OF 470.00 FEET, A CENTRAL ANGLE OF 2808'257 A CHORD LENGTH OF 228.52 FEET ALONG A CHORD BARING Or NORTH JO'3145 • *EST, FOR A DISTANCE OF 230.84 FEET 70 A POINT ON A CIRCULAR CUR* CONCAVE TO NE EAST AMD THE POINT OF SUMMING OF THE FOL L OWING DESCRIBED PARCEL OF LAND; (4) > a CCV'TWE ALONG S4ID CURVE 7D THE RIGHT, HAVING A l4L3!L5 OF 470.00 Far, A CENTRAL ANGLE OF 13T2227" A CHORD LENGTH OF 106.74 FEET ALONG A C1OW 8L4RDNNG OF N&Th1 09'5620" HEST, FOR A DISTANCE OF 106.97 FEET 70 A POINT OF TANGENCY; (5) THENCE RCIM NORTH 0325'06" NEST FOR A DISTANCE OF 623.61 FEET 70 A PORT (6) THENCE RUIN NORTH 07S800 ME,ST FOR A INSTANCE OF 193.68 FEET TO A Prif,T ON 4 LANE 50.00 FEET }AST Of AMO FINtA(tW! NPTTt AS MEASURED AT RICHT ANGLES 70, THE NEST LINE OF THE NORTHEAST ONE-0( TER (1/4) OF SAID SECTION 32,' 7hENCE RUN ALONG A UNE 50.00 FEET EAM) EAST Of APARAILE. WITH, AS MEASURED AT RIGHT MO ES TO, THE WEST LAVE 01 THE NORTHEAST ONE-0LMRTER (l/44 OF 547) SECTION 32, NORTH 170'54'35' WEST FOR A DISTAME OF 992.21 FE T TO A FLINT THENCE RUN NORTH 8849'41 LAST FOR A LbSTAWCL OF 25182 FEET TO A PINT, THENCE RUN NORTH 700429" EAST FOR A OSTANCE OF 285.46 FEET 7D A POINT ON Pc NORTH LANE OF SAID SECTION 32,; THENCE RAN ALONG TIE MORN usL OF SAID SEC770N 3Z NORTHH 8r24?1' LA5T FOR A DISTANCE OF 11747 FEET TO THE POAlT,• 7HDMCE RUN SOUTH 70'04'2r NEST FOR A DssrANCE OF 492.97 FEET 70 A Ftk it OF CURVATURE OF A GIRCLQAR CURVE CONCAVE TO Rif SOI)T EAST 7?IENLE RUN SOUT1NE57ERLYALONG THE ARC OF 5AO OPCYILAR CURrf 7O THE LEFT HAVING A RADOS OF 190.010 FEET A CENTRAL ANGLE OF 62'4476", A CHORD LENC714 OF 197.87 FEET AND A CHARY! BEARING OF SOUTH J8 42'14" HEST, FOR AM ARC DISTANCE OF 208.06 FEET TV A MINT; THENCE RUN SOUTH 0770'0!' NEST FOR A LYSrA7 OF 767.35 Fitt TO A POINT; THENCE RUN NORTH 7272010• EAST FOR A DISTANCE OF 1164 70 FEET 7O A POINT; THENCE RUN SOUTH 0255:37" EAST FOR A DISTANCE OF 35795 FEET TT) A POINT 7hENCE RUN NORTH 870324" EAST FOR A &STANCE OF 4.09 FEET TO A POINT ON A NON -TANGENT CARCIAAR CURIE CONCAVE T7 THE NORTHEAST, THENCE RUN SOUTHERLY ALONG THE ARC OF SAID CIRCULAR CURIE ' TO THE LEFT HAWK A RADOS OF 57352 FEET, A CENTRAL ANGLE OF 121734 ' A CHORD LENGTH OF 127.79 FEET AN A CHORD BEARING OF SOUTH 083970• EAST. FOR AN ARC DISTANCE OF 128.05 FEET 70 A POWVT AE COMPOUND CLGTVAT,WE. THENCE RUN SOUTHEASTERLY ALONG THE ARC OF A OROJLAR CURIE T7) 7hE LEFT NAMING A RADIUS OF 21852 FEET A CENTRAL ANt4E OF 46 3017', TRE SEAL APPfAANYl; ?� s G: G_G„ , � 9A; A THawzET? &Y ditWK 57FrEK HMSO+. P.5111. 477 SCHWEBKE S H 1 S K I N+ ASSOCIATES ,L3_87 LAND SURVEYORS • ENGINEERS • LAND PLANNEPt 3240 CORPQ AjE WAY, 4ARAAMR, ASADA 330)5 CMOE(305) 652-70.0 9k0weR3:(9 .4) 435—II:1Q° rAx:(305) 8Sk—ft)14 PREPARED UND R ►4v SJPEIWASION ORDER NO.: 214269 THIS IS NOT A 'LAND SURVEY." DATE: 10/11 /2021 Ja4. ' )442, fp uz k 4z. m.APv STEViN 4 N;'PRHocIPAL SHEET _ OF _ SHEERS) F.B.: N A ri:.n PHA PROF LAND.' SURVEYOR NO 4! 15 l J x.k37774r'11W.1IAX O12.0 COCR.%) SGY4`PILIHv r'I LIKIEM+•b'f Cr"" .KM SIF.Z. ilWir[FG1.5 10 SKETCH TO ACCOMPANY LEGAL DESCRIPTION A CHURL? LENG7N or 1 /2 54 FELT AN A C1 CWO EltAINNG C SOUTH 3878''05' EAST, FOR AN ARC O'STANCE Ot WI J6 FELT 70 A PONT OF (JVP6 /ND CURIA 1LNRE PENCE RUN £AS7ERL Y ALONG NE ARC OF A CI CIAAR CXARYE TO THE LEFT, HAKNG A RADrC5 Of 6.58..52 FEET, A CLN7RAL ANGLE Of 22 8'46", A CHARD LENGTH G' 261.78 FEET AND A CHORD SEARING OF SOJIN 73171176' EAST, FAR AN ARC LVSTANCE AE 263.54 FEET TO A PANT CIA" COMPOUND CURVATURE; THENCE RN EAS7ERL Y ALONG NE ARC OF A CIRCULAR CURT if TO ANE LEFT, NAMING A RAU4JS OF 21852 FEET, A CENTRAL ANGLE OF 4630 7", A CHORD LENG7N OF 17254 FEET AND A CiNORD BEARING OF NORTH 721512" EAST, FAR AN ARC DISTANCE OF 17736 FEEET TO A PONT OF COMPOUND CY/RVA7(AQE• THENCE RUN NOYRTh1ERL Y ALONG 7NE ARC OF A CIRCULAR CIARif TO NE LEFT NAVNG A RAOiUS LIE 573.52 FEET, A CENTRAL ANGLE OF 64t73'4r" A CHORD 1ENCTN AE 60E136 FE£T AND A CYaARD BLARING C4' NAR7N 165854' FAST, FAR AN ARC DISTANCE O' 64124 Ffkr TV A POwT OF COMPOUND CUR VATORE' THENCE RUIN NOR7NIIESTERL Y ALONG ThE ARC OF A CIRCULAR CURE TO THE LEFT /14 #JG A RADIUS OF 21852 FEET, A CENTRAL ANGLE OF 4650'17 A 01 RD LENGTH OF 17254 FEET AND A CYNORD BEARING Of NORTH 27805' NEST FOR AN ARC DISTANCE OF 177.36 FEET TO A PONT AE COLT O ND CLARVA RARE ThENCL' RUN NORT1411E57ERL Y ALONG THE ARC OF A C#?CLL' AR CUR VF TO T7/& LEFT, HAAG A RADIUS OF 65852 FbLT A L1NT 'AL ANODE A' 10:30 38" A CHORD LENGTH OF 72063 FEET AND A CHORD 8EAR#*. OF NORTH 6648'32" HEST, FOR AN ARC INSTANCE OF 120.80 FEET TO A POINT' NENC1E RUN NORIN 7174'19" NEST FORA DISTANCE OF 146.44 FEET TV A PONT: 7kENCE RUN ALONG TIE NOON LOVE OF SA47 SEC'17GN 32 NORTH 877421" EAST FORA OrSTANC,E OF 566.28 FEET TO A PONT 7hEN E RUN SOWN 0317106' EAST FOR A DISTANCE OF 244 78 FEET TO A PONT THENCE RUN SOUTH 865854' NEST FORA DISTANCE OF 58.97 FEET 70 A POINT, PIERCE RLAY SOUTH &MP2• EAST FOR A O'STANCE OF 375 24 FEET TO A POWT ON A NCW-TANGENT CIRCULAR CURVE CONG4YE T27 TIE N087N4E577 THENCE RUN SOJTNItS1ERL Y ALONG THE ARC OF A CIRCULAR CURVE TO ThE R1CIF7" NAM A RAMPS OF 42029 FEET A CENTRAL ANGLE CA 85t619 ; 4 NORD LENO77I OF 568 47 F-ET AND A CHORD EEARMIG O' SCNJTN 384505" NEST, FOR AN ARC DISTANCE OF 624.30 FEET TO A PONT ON TIE NEXT DESCRSD NCH -TANGENT C114CULAR CUR If CYIICA If TO NE SOJT EAST 7h ma RCN SOU7NNES7ER. Y AL0►IG THE ARC OF A CIRCULAR CuRVf TO TIE LEFT, HAM A RADIUS OF 86548 FFET A CENTRAL ANGLE OF 8437.16 . A C NOWO LE WIN OF 1165.19 FEET AND A CYIORD 86ARNIG OF SOWN 4170J1' NEST FOR AN ARC INSTANCE OF 1278.24 FEET TV A PONT REWLM CURVATURE; PENCE RUN SOU7NNESS7ERLY AL CAW 77 ARC OF SA47 ORCULAR CYAR►E TV THE WIT: HA ANC A RAMS OF 104.00 FEET A CENTRAL ANGLE OF 875701. A CHORD LFTI'G7N OF 144.42 FEET AND A CHORD BEARING OF SOWN 4JV702J- NEST, FCR AN ARC DISTANCE OF 159.64 FEET TO A POINT; THENCE RUN SOUTH 865854- NEST FORA DISTANCE OF 739.49 FEET TO 7}E Potter 0' e C NNwQ COMrAOYMG 2,242, 089 SQUARE FEET WORE 0' LESS OR 5 r 47r ACRES AIORE OR LESS NOTE- 1 TILE BEARINGS SNOW *RUN RELATE 70 AN ASSGIIED BEARING (NOR7N 88V8)8- EAST; Al ONG Thf SOUTH U N1f O'N'NE NOR7hEASTAYE-WAR7E7R (1/4) OF SECTTOY J2 TOONSAP 5J SOUTH. RANGE 41 EAST MAIN-0ADf COUNTY FZA4JT.+A. 2. MRS 94'E7pY 15 NOT Oa W A4CYJT THE 57C 1.4 TURE AND ThE ORtGIVAt RAISED SEAL OF 714E A 77ESTWG FL ORAN t t VISED SURVEYOR AND MAPPER. THE SEAL 40`EAR045 r.'S Oa;..94,5 'r 1445 4U W77E,'.' 1f MAW 5 E-effe J OHNSCN. P.5_41. 4773 ®A SCHWEBKE S H I S K I N+ ASSOCIATES (LB-87) LAND SURVEYORS • ENGINEERS • LAND PLA'.vE{_ 3240 (bRPORkit ■47. MIRA AR, MAMA 33025 DAOE:(305) 652-70'0 44';444K::(954) 435-709 raJ..:(305) 652-a l4 DREPI4RED 04rOr MY sJPENYISION 'THIS IS NOT A 'LAND SUR'FY." ORDER NO.: DATE. 214269 10/11/2021 SHEET _ OF _ SHEET(s) F.B.: NA ca0 C.70,511 +4•Vrr .444 ,411,41117 ottr iOnel5 or. yr poya,e,,,�- ,:• - 11 A14R6: StEVF74 JOII! Ql . 1"RIACIP4L FL.:KI?A 'PDF LAND SURVEYOR NC 4I)5 1 COMPOSITE EXHIBIT "B" EASEMENT AREA SKETCH TO ACCOMPANY LEGAL DESCRIPTION INGRESS - GRESS AND .."LITY EASEMENT N 1 SCALE -50C' !North tine. Nf 1/4, /- Socks 32-55-41 INGRESS - EGRESS AND UTILITY EASEMEN, sF1OEr#4 (sher?1 1 I = 1-- 1, enkre Gorden states Section 4 Po'Boi 44, !'age 13 , ;k tAy 4. pomr OF I t II. I COMMENCEMENT �.u't71r 39 96 S ,thnesr crew. 4+---- Northeost seU ' T 649.34` Section 32-5J-4i Note: r. lAr bearings sewed hereon rote to an assumed boring (NaM 88 V8'1B' East) dung Me South hire of the Northeast Ono-R,a+r (1/4) of secfian .12 roans.* 53 Sautn, Rarige 4i fast, # iayss acte Cauats A Asa 2 Ns oiler* is not add r►ethout the ageratum TIC thr atgwat mused sew' o1 tole attesting Florida licensed survepe a'd mapper. +c -, 4.. ',tiVG LW - :itL4tAr NAY Arlioin FD 8Y 114VM S11:4J'. ,04rsiA. F'..5.4( ens C No✓theosi Coma% Nan .12-.53-41 11 4.7?00' -rJ447 - C74.11WetrIrbr W 1 *» r r N010'SJ't, 45.0t' -Su* !ism N.E tit' • Section 12-55-4t R - Radrrs d - Delta Angie - Nr Length Ch.B. - Cued Bearing LY.D. - Olaa Distance tom'.! w SCHWEBKE SHISKIN + ASSOCIATESE J::,-87) Cl`J/+� CcLAND SURVEYORS E' I EE • LAND PLAA E!Z �t c2 !i•^ wa iE 64Y, yNNIMq, FLOIIfJ✓ 73025 C4:- E .!:.; + .,..,,;D54) 435-�i {J05) es THIS IS NOT A 'RAND SURVEY.' SHEET ! CE ! SHEET(S) RUSE) : FE8 ure• '6. 2022 coRER No.: 2142e0-8 DATE 10/12/2021 F.B.. N.A. 12 FLORIDA R75111' St 4FION: G° si P�1f3PAL URvQ±I}k NO 4775 SKETCH TO ACCOMPANY LEGAL DESCRIPTION INGRESS - EGRESS AND LIrY EASEMENT I lF I AIL PONT OF Southwest Caw. Nvdheosf 1/1, Seam 32-53-41 Nato!.fete, NE LA Se-tee 52-5.3-11 N -MESS & URLffr EA. v%,aOb 1.11RX1220, ot=r7E00 Ore7175W'_I. t17-/41 ' Lsse2. 41. R=5V.DO G6'-Y157T!TW 1607,0$iy Cp=159 sY mar ra war *Eae' AO.'Or'rw .T75 N' :774.XJ. c-12029 G.4115A1.29' "'• V.IV45T15% ..7'74e rY D=0975'15" 1I C8.134'04 r I - Czttt105" t i I ` L.11e.e0, R-1 fAtie 1 D4761(00' g1=S7!'S7't r� - ' L-X06.54I, A-92S07 f a+T50351 S 2Se7+i 720. rl 599124.1811 9G W. L=750te7. Rc5102G' 0-arrow" ae-tearer fay' CD at sr Santa Linq N.E. 1/4 Section 32-53-41 SO !VS?! 11X' L-77.14. *ma 1 If G•rsroe Rl=7L71 sarieNV 24e.52' SCALE Note- R - pedi+s r. The beryl gs sown, heteoe cadre to mr assv rtee termes; (Mxr 811'08'18" East) along the Savor !ere 4 - Oeko MO of the Northeast One—lk+arhr (1/4) at' Sechan 37 *how* .i* .Svtn Range 41 fast, Yrom- de L — Arc Length Count}t Abrde MR — Chord blearing 2 Ms The!c+! 4 not valid inthovt the errata,' and rhe arv}r.?' rowd sea, of the ottesib,g Porde LhD. — Ceara' Distance ticensect tamely, and mapper. _ - - '4E S}J.t A+4btNINC; CN T110 ,5trim.7 INIS AU7 iatta D by OW Sakti AweetW. P.5_K 1775 SCHWEBKE S H I S K I N+ ASSOCIA ",45..a7) LAND SURVEYORS • ENGINEERS • LAND P SEMs �s S240 COPo'ORLTE SA , AmokfLORM axle LWl(- a0s) s62-7010 asposo(e54) 435-$T FPtX3(a05) P IFSC//�� r --.. ee77��r RQI 114#74.11' ASION. ar Atairi S YAN11 g J,�'*+'' PMACfPAL MARINA PTIpji41? +7VE7':➢R hC 4?75 THIS IS NOT A 'LAND SURVEY.' ORDER NO., 2142129-12 DES. 10/12/2021 SHEET 2 Cf 4 SHEET(S) p.g.. NA. � IlFi1S,Il: rEeNUMN NI, 2022 a -a 13 SHEET 3 ,X ! ;MEET!S) NEv15Eu. FEORuM• 't, 2027 SKETCH TO ACCOMPANY LEGAL DESCPIPTION INGRESS - EGRESS AND -ILIrY EASE►JEN _ : LiESMPRCN: A� ? A7 PORTION OF L£EL.ME CAR EN ESTATES SEC77CW 4, ACC0a,41.0 79 'HE PLAT 711E'i� A� AS 4£'U+::tL .'r i'LAT y 44 AT PAGE 71 OF 771E Mar RECORDS OF AAA4-DAOE CO.IY7Y, Fi CR14, : rPe INTMN 7iE RWAY-4AY ,? TSE FOT! `INNS:` OESO RED LADS: 71XETHER W774 1.1N-S1180440E0 i.AV,S C 6* Nf1i1W T+'41'' M:M'7 457 Co‘-':IUAR7EP ('/4) 0" SECTION 32. TGINSFAR 5J ,90774 RA4CE 41 EAST MIAMI-04X CDLWTr.. RCR704 SAIO LAWS LENS' LORE F'AR77OZ4.?L T 0ESCP E0 A5 FOLLOWS AT TAE .SOUT1'AIEST CORNER OF THE NORDEAST ONE -WIRIER (7/4) OF S4hi .'S£C77a.I 32: Pea R1AV AiONC r.E vt OF THE NORTHEAST 0.41E- 4Aa7ER (1/4) 04 SAC SEM/A' iZ MORN 8128'18" LAST FGW 4 A57ks Of 649.34 FEET TO JA FOYT, THENCE RUN N R7?4 0053'17" NEST FOR A DISTANCE OF 4501 FEET TO A MAT ON A iAhE 45 00 FEET NORTH GF AND PARNLCE2 ON AS MEASURED AT RVHT ANGLES TA NE SAm SOLON CAVE OF 7NE trairh S C -QU RTER (7/4) CF SECTION 3Z THERM Rkm ALONG TIE EASTERLY LIMITED ACCESS RIGHT -Of -or LANE OF NN. 42 D AVENUE (if„4E(4It RO4111 Ti,E FOLLi; FOR (4) COURSES If; 71ENY:E RUN NORM' 00'53'17' our FOR A ASIXICE OF 59.96 FEET TO A PLANT (2) T7ENCE AN NOR T 74 485819' ME57 4NG1E Of 562.53 FEET 70 A PONT 04 71E .IEXr,SISCINE0 COMA CiAlt OKA& TC TIE NoirNE4g (3i ^-' - NOR 7M1E 7ERLY ALONG Tif ARC OF S4Ur ClJiQ* 7G TI+E R017, HAANS A P.ADVS OF 470 90 FEET A ::,V47144t AICiE O' ! A CH0SWJ LENGTH OF 134.87 FEET ALONG A L3'G C REARMU` ' "''121" NEST, FOR A ,7ISrA OF 135.33 F - A PONT 0W 774E NErr DESCRIBED ORCIQAR CURE CONCAVE 7T: ',s4ST AN; NE POINT OF '.AF T'i' •` I ='RRED PARQ3 OF LAM: (4) MINCE COWRIE AL0NC TILE - - "•"XAR CUTE£ 70 THE • -' RIVAL A ' _ • 479OC FELT, A (,EN7RAC ANGLE 0' 7138'32., A CHORD L&577. i.- - A',.) A NORD lEARCNLG NORM 2276'49' t0R A4 ARC DISTANCE Cr 9550 EST 11) A PONT 774ENCE RO tic •s EAST FOR A 967ANCE 1 73949 FEET Tit A POINT 0F OIRVA7URE OF A CIRCULAR CUR* CO CA E 70 TIE N?77HNEST, t RUN NORT7EAS7ERLY ALC74C THE ARC Of SA/& C I2 M CUWYE TO TIE LEFT HAWWC A RAIRIS Of 70400 FEET, A CENT,..-.. ANDLE Of 87570T' A :WORD LENGTH OF 14447 FEET AND A CWCRO BEARING OF MOPTH 43130'23' EAST, FOR AN ARC 0/579.. GF' 1.59.64 FEET 70 A Pow OF REVERSE CURVATURE. 72444E RY8I NORIIEASIE14 Y ALONG 71E ARC OF A ORCX.IAR CURIE 70 NE ROinT HAYING A PAWS OF 865 48 FEET A CENTRA MLYE 0' 843T76 ' A CHOW LEWD, OF 7165 79 FEET AND A CHORD REARM 0 NCRT17 4r7V:51'EAST FOR AN ARC DISTANCE OF 127624 FEET 10 A POINT ON 774E EXrDESSCAU0E0 NON-G1NGENrCWYYXAR CURVE ::OYGAYE TO TIE NCR7H4EST PENCE M1 NO471EAS7ERr r ACC4C 71f ARC Cr SA17 CIPCLX.AR CO?* 70 I E ==T HAYD44G A PAWS OF 42079 FEET A CE47RAi ANGIE X 8546 79' A CM'P.0 LEMON 0' 56847 FEET AAC A OAORD OE;. .: ra' NORTH 3815V5" EAST FQR AN ARC a -STANCE OF 514.30 FEET 70 A PONT 7Fd'NCE RUN NON C3T1371" 8E5TFOR : , = OF 375 24 FEET 7D A PONT; 711ENCE RIAY WORN 8658'54' EAST FOR A oisrm CL 0' 505.58 FEET 7D A POIN7, - .; 71E 77 - • : `: C.WED TWO (2) COURSES ALONG TIE NESIERL Y AI?1T-0'-INA Y CT.' INY J77N A 1EMSAE. (I) ,S IJ1N 07 `.[ a .LA T ;CR A 1226 FEET 70 A PONT OF CURVAME OF A CRCYRAR CURIE COYCALE 7G 71E EAST (7) 11€NCE ,RUN SOUTHERLY "rt ARC Of SA0 OkJRM CURVE 70 THE LEFT, HAIAYC A RAM's ;' 2671.79 FEET A CENTRAL 41467E Of 071104; A `:HOBO LENGTH OF 7774 FEET AND A CHORD'REARING' OF SOUTH 02'39'i'•' =4S7; FOR AN ARC DISTANCE OF 7774 FEET 70 A "CANT, THENCE RIAW .SCA17H 8638'54" E5T FOR A 0157A4C1 OF 249 5;' _ 7D A PINT OF CYAPVA7LPE OF A CRCULAR cuRiE :ONYAiIE TO 77 SCNITI4EA5T NE -KZ RUN SOU77411ESIERLY ALOWY :F S40 C.4'CYAAP CURIE 70 IHE L07 HAANC A ' 4'11. OF 765.18 FEET A CENTRAL ANGLE OF 9042176' A CHOW :r 13367 .ITT AN9 A 0I0RIG 19EARING Or SOUTH 51' *Sr FOR AN ARC D7SrANCE OF 259.56 FEET TO A Ii IN7; 7HIPK.E REIN SOU7! ' :''72' EAST FOP A LYSTANCE 0' T1673 70 A PONT ON THE NEXT DESCRIBED NON-TANCENT CIRCULAR GLIB* CXNCAY! 70 _ \r7RTHNES7 TIEMCE RUN X7NNESTEAL Y ALONG The ARC OF SA0 OROAAR CLNP1£ 70 77E RIGHT, HA NC A RA::'. 510.29 FEET. A CENTRAL ANGIE Cr 8.579'51' A CHORD LEMG7H Of 691.66 FEET AND A WORD &AR4yG OF SOUP", 31'51YS' ;e 7 FCR AN ARC &STANCE Of 759.97 ET MA PONT CM' TIE NEXT DESCRIED NOY-TANGENT C7RCLE.AAR Lt'E G ~ti" t,: _ '7''3077EAST THENCE RUN '-'61ES7ERL Y ALONG 714E ARC OF UV CR0YAAR CURIE 70 THE CEF1 NA ='". - - 7)5.18 FEET A CENTRAL ANGLE Of 13. A CHORD L,ENO77I OF 7183 05 FEET AND A CHORD LEARSIG OF SOI.'FOR AN ARC DISTANCE OF 134562 ttET TD A PONT CW A TIE NEXT DESCRIBED NOV-TANGENT CIRCULAR CLAW CON::.,'- - NORTHEAST; COWINA.FO Cod 5.145E 4 C♦F 4 n+k :vi! 4t-,w,w1:: [w Tµ': :.AI..714 :210 81' ACTT !Ail:.J:XASSLIV N. t77; Caw SCHWEBKE SH I SKIN ASSOCIATEi_'y.,_ Cl"3M LAND SURVEYORS • LAND R 1ya 3240 CC4d'pRA1E N W. WR , Row* 33925 C DEi305% 657-7010 BROI AO{954) 4.$, ' aims) _ itrPi ¢D driorWr S lON: ORDER NO.: 21426C- . 1 a, THIS IS NOT A 'LAND SURVEY.' . , �''''- Of al1f. 10/12/2021 FB_ NA. MARK POPAOAL L1W FU4 P+II61T'!.=LAI#D WhiaalE t40. 4775 14 SKETCH TO ACCOMPANY LEGAL. DESCRIPTION IrN RESS - _3kLSS AND i7LITY EASEMENT CONYA£L FROM S14LT J OF 4 PENCE RUN Sa'1A Rr.Y ALONG 774E ARC OF SAAT CIRCULAR CURVE TO NE LEFT «AVMrG A RAO1(!S OF .' __ - MOS OF 077800". A CNORC LENGTH OF 14850 FEET AND A 0401R0 6LAROIC OF SOUTH 1115771"EAST. • ;• - =`:• C1 14860 HIT TO A PONT ON The AEXT DLSCPAD NON -TANGENT c CULAR AARtf OONCA* TO ThE SOUThNt... - _- = v4 SOUTTATi r ALc1.0 NE ARC OF SAO QRA.VAR CONE TD NE ROOT, NAWNC A ,RAMI.S CF 92300 FEET A ^._• - -' E OF 19L109 , A CNCRL iEMGTk OF 305.51 FEET AND A COM MARNC Or SOVTH 1i' S" ' - LAST, FOR AN A. ,_ _ • 106 . ' FEET TO A PONT T? NGE RUN SOUTH 025971" EAST FCAT A DYSTANCE OF VOL/ - 7) A PONT. Th.t _ . - , . 4 b'i: 45.00 FEET NORM; OF AND PA€41.4ET N' _ :A`.AS 47 RIGWT micas .S• . _ _ - -_ 4E�WR ; (1/4) OF SECS 32, SOUTH MOPE' - A IX.. -' ,E O` 9002 FEET TV 4 _ ".271" REST FOR A O'STAAKE Or 11840 FEET TO A P. " YRAh 'Ri£ CGVCAlf Tr '-_` _ _ T �', , • "+ :-LRL V ALAVG 7F/£ ARC OF A CAPCUM C(IR 7D Rd' IEfT, �. A RADIUS & 83106 FEET - --'•::.f Of 2455'34; A CHOW LENGIN Of 35962 FEET AND A ORGRD E64ROVG CI' AY:v, _ ".27'17' NEST, FOR AN Alit - .247 FEET TO A POUT OF COLIPOGM 1 CURVATURE ?PENCE RUN NYRTNNESTERL r .L ' ' 71€ ARC OF A Cl a i AR ". _ - -=r NANNG A RACIVS OF 17800 FEET A CENTRAL Abell Cis 691X, 12", A CNCRC : :.. Tn oF 191.54 FEET AND A L` _ •': • - - NORTN 602E70" NEST, FOR AN ARC OIVANCE Or 20224 FEET TO A P06Pr. TkEvtiZ R1VV Mirk 865854" REST FOP A u474 _ )F 682.45 FEET TG NE POINT LF LEGLMN ,VG CONTAOVPNG 399964 5CJARE FEET MORE AP LESS O4 9187 ACRES MORE a : ::. KG 1 NE BEA/49C5 SOW '€R£ON RELATE TD AN ASSUMED GEARVC (NOPfl4 881:0'18" F&STj' ALONG ME SOLON LAVE CAS TT,E MgRTAEAST OE-64)ARTER (1 4) OF SECTION J3 1011N9169 Si SOUTH, RANGE 41 EAST, AaAIR-DADS couNrr, FLORIDA. 2. TSVS SAETC7+ 1S NOT VALO 1NTk0YvT THE 9pNATLAE AA4T TT,IE L1(dY,7NAL RAisED SEAL OF TkE ATTES'NG FLORIN LM..£NSED Si1R. vOR MD MAPPER '44 Si A.MiANT CW '4tS ;.l'VSr10.,V" NYS .Az 1 64Y D 8Y stow ST156 .+'.aarNIN SCHWEBKE S H I S K I N+ ASSOCIATE, LAND SuR'vEY©RS • ENGINEERS • LAND PL �r 1Vg t; .124o CC4mO ME I1MAR , 14R/W. f.ORp,4 manDAOE�3O5) 2-7010 RROWtO(954) 43F-.i0 ax4305) 65 —1 9I‘ (4014E: [!}CII Ir - s SII�VI51ON: THIS IS M7r A 'LAND SURVE". SHEET + OF 4 SHEET'..} `01045EY1: ROR1111t• 10, 2022 ORDER N0. 214269- RWTE 111/a2/2112i h.A 15 s16- r�lA et,n"���� .RF sT�+ QFMs " PIP42041. PUMA 14014410 su N0. 4775 '. 4 _ Ma1 Lem NE 1/4, _'.ecttc r 32-53-41 SOON aake .0 PC .N'� N87742 t t 59. i? p47142tT f5Og.OJ'PONT OF via-4f''7 , )4',77' - 1NCRESS—EGRESS & ;; TFL1" Y EASEMENT S e'S4 w 5a.97' —, f SKETCH TO ACCOMPANY LEGAL DESCRIPTION NOAESS — EGRESS AND ,71LITY EASEMENT SCALE 1"-500 .9J t 'p Aefe"Z5F 2 5t.C' i„ -+-- ya 1 y� 1 1 1 I -'l feMOG' 92T0t OST aw 7r i L.Tnere.+rrasi' I ...no Garden 1 1 6 II � __. al.d112vtio7211 - II .,�44- ii + i1F I`I r'o➢e13 di' CC, A I 11 I 1___� ---SSS _ i1 -.. 1 1 - 1 1 i ti` _ ` I -r _ PONT(IF sg.ge J • I ! - —I COMIRICDIEN SouMnest Corner Naroa-r81 5e9. Northeast 1A Strike s7—SS-4r Note: 1 The perrrgs shoer, hereon relate to an assumed bearing (North 88'08'18" East) doily the Sorts Arras 6 — arty Mgt, of tne N,..14.car One —CA -sorter (t/4) of Sec 12 Tone itp 53 Seat*. Raage if East,, Ilimmi�Mr L —arc CengN Caxlt Partoo ChB_ — Chord Bening 2 The seek* n, not nsVd **had the signature and the original raised scat of the ottestinng Rofido Lh U. — Chard Data.te ticansed surveyor and oupper. [$ NOrIl.r11144S.O1 Scab L,rre, N.E 1/4, Section 32-53-4r R — Aldus :1%* St.L 40122R% Cur 74S XCIA10hr Iws AVNO#iA ttr WA* .,s►/'16ONlt PIA e7F5 [�!'.iw SCHWEBKE SHISKIN — ASSOCIATESEar. C�K LAND SURVEYORS • ENGI' EERS • LAN D P EM v4a croKIAAIE UV, MRWAR, mLoRL» 3302S CA4Cinfi. _..:_70tD FICaNCIC 54) 4.75-L ]05) 65244f -PI REC unup< dY St/ N610N: THIS IS NOT A "UWO SURVEY ORDER NO.: 2'.4269 -� 7'.fF - `i o/1t1 f2 2Y•s OATS tltQ>•1b�.� ,, .�y., SHEET ' Cf 2 SHEEES) FB-: NA MA*� N . � P{vw•i PAL FUSED: FiBRUM4v tor, 2022 FLcac1O4 � 7. ..:ater)R AK) 4775 t222 •_ -_ 16 SKETCH TO ACCOMPANY LEGAL DESCRIPTION INGRESS - EGRESS AND ,.,—LI`Y EASEWENT LEGAL DESCR TTTON A POw7kW GF LIN-SINDWIE0 LAGS LONG W N 7? NOk NEAST CNE-QUARTER (1/4 OF !ELT12, ?Dinh" 53 sovnc RA1Jf.E At EAST, MAII-0A1k CGLWTY, Ft MN. SAO +Aµ'7.S 9ENC MORE PARTI N ✓ ON DESCRA'ED 4S FOLLOWS COMMENCE Ar T'AE SOL/THNEST CUR ICA OF ThE NORTHEAST :NEE-CUAPIEN (1/4) Cf 'SAO SEC .J2 TmENC'E RUN MONO THE SWIM 1 N1E OF THE MQQTNEAST - W4R7ER (1/4) OF S41 SECTION 32, NORD+ 882i11Y®'E4sr cR A DISTANCE OF 649 3/ FEET TO A PONT THENCE RUN NORTN 00' J 1 *EST FOR A LYSTANL1t Of 45.01 FEET TO A POitff ON A L01L' 45.00 FEET NORTH O1' AND PARALL& INN AS AEASLNED AT RICHT ANGLES 1Gt THE SAD SOYl7H LIE OF TAE NORTHEAST (NE -WAXER (V ; OF SECTACAY .J1 PENCE RirW ALONG 11€ fAVP! Y LA57ED ACCESS RIGHT -GO -NA r LANE OF N.W 42ND AI€1A.IE (LE -EWE ROAD) THE FRGLOMAMC F+I( (51 COURSES (1) T+tNCE ,NrW NORTH 003377- NEST FOR DISTANCE OF 59 96 FEET 7'0 A PONT, (2) THENCE ROAN NORTH A83849' NEST FOR A N.S7A,vz Or 562.53 FEET TO A PONT ON 77E NEC'DESCPYPp MAAR CURIE CONCHIE TS' THE NORTHEAST; (3) TNEMCE RUN NCRTNNESTERLr ALONG THE ARC OF SAA7 CURIE TO NE ,5GMT, HAVING A !MLWIS OF 47000 FEET A CENTRAL AMLE OF 4176'52 , A CHORD LENGTH O'' 33059 PET ALONG A NORD %ARNO OF MOQTH 24' 032' NEST, FOR A DISTANCE G< 11781 FEET TO A PANT Of TANGENCY: (4) THENCE RCM' MR'?t 6375.X" IEST FaR A DISTANCE Of 62157 FEET TO A PANT (5) ?}ea MIN NAPTH 0750'00' NEST FORA DISTANCE Of 193.68 FEET T9 A PONT . W A UNE 50.00 FEET EAST OF AND PARALO. ELITFI, A.S YEA.VNED Ar RN;xlr ANCIES 7D TM< NEST LAZE CF THE NARAEAST OIE-GriARTFR /1 4) OF SAO SEC770i 32 NONCE RUN ALONG A L,NEE 50.00 FEET EAST OF AM) PARALLEL MINAS YEEAS'..YMEG Ar RIGHr ' iU R,E NEST UNE OF T3E NCPTTMEAST ONE -CARTER (1/4) OF SAO SECTION 32 NORTH 075435- NEST FOR A LVSrA.N^,E OF 992.21 FEET ID A PONT 7 k;E RUH N .9774 88'4941' EAST FOR A ASTANCE Of' 251.82 FEET TD A POINT 7TEWY RLW WAIN 774179- EAST FOR A DISTANCE Cf 285 ' -ET TO A PONT ON TIE NORTH LAVE OF SA6) SECTION 32 THENCE RUN ALONG 1HJE NCWTN LAME OF SAO .ACTION 32, Np?73 - EA7T FOR A D15TANYE OF 1509.03 FEET Tr) T1,E Poevr OF 8ECIWANV OF TE FALOIING CESSCRIBED PARCEL OF LANA 7T-= = .. ALONG THE NORTH LINE Of SAO SECTOR 32, NORTH 872471' EAST FOR A ASTANtE a'' 59.12 FEET TO A P,', = - :'r SOWN 03117'06' EAST FOR A ASTMCE OF 244.78 FEET 10 A FONT THENCE RUN SOC/TH Nurse NEST FOR A u =' OF 58.97 FEET 719 A PONT 7HENY'i RLW NORTH MTV' BEST FOR A ASTANCE OF 24522 FEET TO P+E PAwr O '.SQ CONTAINING 14,466 SQUARE FEET mORE cw LESS. OR 0332 ACRES VOLE CR LESS - -- . W RELATE 70 AN ASSUMED DEARIYG (NORTH 88TJ8'18" EAST) Novo TT* SOUTH LNIE OF TT* - -`A Of SECTION 32 TUA.SFEP 53 SfA11N RANCE Ar C2,W7Y, RONN A. - .44) NY7l4our ?NE SE04.4711RE AND Tip'' OY9YM(At RAGED SEAL 7* ATIFSTANG W'104 LICEN.SUI Nk L 'LAt�+.:.w 7}01. ;x.svµJ.7 E. e&.140W1k' br .WM 511VEN .G.AVL t P.s 3 • muSCHWEBKE S H 1 5 K I N+ ASSOCIATEa N.r.; 87) LAN:' SURVEYORS • ENGINEERS • LAND PLAgiffiSE N0 At, 32A0 CrFAlum..x, 1�RWYl, HLOROA 33725 OAOG(705) 662-7C1� B4;?Rtfn7�R54) 435 YAX,(395) 21A2.2 PteRit RED ' S .. �,,�,Ch 1HS IS NOT A '1A/+0 SUFlvEY." ONOD1 NO _ 1 "� y,_ 10•-11-2021 sigari i SKES 2 Or 2 SHEERS) Fa NA MARK - • PppFAL �RE115[A: FIe�RUARY le, 2022 FLORIN PRGl4 JqD� U k'N0. 47T5 ' . 46 =4 .. 6 ,s - 4 • -a- a • .i '-e a- 17 SKETCH TO ACCOMPANY LEGAL DESCRIPTION INGRESS — EGRESS AND UTILITY EASEMENT M P241t% te85 tC' SCALE '`�JJC' tlArC1479Z 114.28 —` PONT Ar ' 1 1 NNPGf x9T 185.46' `-01811'49'e1'E 25r82' N 1= 50.00 t9168' Ma f70 i»__ =T- i • "1 1t- -- Leua Lkne C:mden 1 - 777 1--11.--- 1 -' Estates Section a+ -a�, r... 4111 1 Plot Bock 44, , r� !-is7a1'a-ir•ru' _.z P 2J 1 I .€ a :I 1 '--11 --I. r- : -- , KIOS3Ai '1^ .J t_ ,' -- i L_ � CACiPOINT Cf ( _ _ 1 1 `�i- 1 _ 59,A6' 1 1 � J _ iyy 1M11e1CNRNT 1 1.y--.__,_ North Lore. NE 1/4. Swivel 32-53-et South Line, £ 7 Sectors 29-5.1- ,r24 Z111 76 r.128 I NOIESS—EGRESSt wi/11' Eti ITT LA 11 AG J6 i Nafheost Como, Section 32-53-41 Swthrest C0/71e•, NatAeast r/4. Section 32-5.1-,0 NATO8'18I 649.34' NOIo'SJ"r7b' *lot' Saver f iia kl E 1/4. Section 31-53-4! Note: t. The Eeatoiys shown hereon rebate to an °Awned eeariag (North 88118'r8' East) ce rig the Scut hate of the tiofneosf Ck1e-Rtotrr (1/4) of Section JZ Township 53 Sauth. Rowe 4r Eosf, 4Mwni-vade Couet)s Faux 2 This sketch is not w6d ofthou+. Me **afore aid the moral raked sear al tom oftestmg Florida licensed suriejar and mappe. R - Radars A - Data Angle L - Arc Length C11 B - Chord searing CND. - L7xrd Distarce ` t11ti SFA' A -Timed :AV roes 00cLiwEMT IBIS Ai)?,IAR'IEL1 Or •WM MO .00601( PAM. 4773 REASCHWEBKE S H I S K I N+ ASSOCIATES 'y 4 7] LAND SURVEYORS • ENGINEERS • LAND PLA'vtd "EMs�c 'S:_ 17.0 Cf tIR41E au, 111u1w. LwflOR» 33025 DW05) cat -into eNo1CNaA(954j & i-an1C to "i305) 6u-a2 `z FL r j►r S.NISION: THIS IS NOT A 'LAND SL1itVE+.' f/� f, . Q t yyE /Jyrrr. �,�.�ar/Z IM.RIS $ x!.rry • P831AgPAL FLORIDA PriQiF:s4JI1C s,gro trft /a0. 47?3 REYbEi FEIr{t 'S. 2022 ORDER NO.: 2t42e11-C D TE 10/13/2021 SHEET I OF EET•_; F N.A. 18 11 SKETCH TO ACCOMPANY LEGAL DESCRIPTION INGRESS - EGRFSS AND U111 ITY EAS€MEN' LEGAL OESCRIP71014. A PORTION OF LITA-S49L1' (& L4S L?N'; #11W TFE SCIJTMEAST NE-CA.407ER (7/4) OF SEC'S 19 70*NSP 53 SL1IAi, EAST, ADJACENT FOE NORTHEAST 0,4E-Ot.t4 R (f/f) tJK SE(,".7(JN' J1 71241MsMt .53 50.1TJl. RANGE 41 AST - -, t COUNT,, ALORCA. 5'MJ LANLI5 £' EMY Ih li't f'AN7,:YA.IN,(r .51S:342HEO A5 FOLOWS Ar 1►f SDU7r, I ST CL+P7RJT C. 7}E NOR7►E4S' - R (1/4) OF 2Ci7OJ u, 709•O' 53 SOUTH RAW2 41 . c kLW ALONG THE SOUTH LAII Of rot AYX71?*. :=' _- , 4R1 (1/4) OF SW SEC K ' J2. VON 08-08'18' EAST r;F' 649 34 FEET 7G A POINT; 74EICE RuS. NORT,A, 5'17' NEST FOR A GRSTANCE CA 45.01 PET TO A FONT ON - 4:. -r17 NOR7N . A40 F11RAtWf2 11571C AS MEASuRIO s- `,HT ANGLES TO. 7FE SAC SOUl7H CAI OF THE NYARNEAST -aJ4F !1 O'F SEcnIN 32; MI CE Rlw ALONG rrt 645 wart ACY.ESS P 1T _ 64Y A.W 42Ni AvavE f - E:AMEr - = '7k1 O1MX F.M1£ (5) MRSES (1) 7HENf„E Fhi�r 11.0,774 0753.17' *EST FOR A 01STANCE OF 59.96 PET TO A PGMT (2, .._ ',.4 NORTH 48'5849' Nor FORA 257A62. OF 562.53 FEET 7O A PONT ON 7!E (t&XT £ 5CINREX ['MOLAR CLINE CONY.40E THE NORTHEAST (Jj PENCE RuN AID,RNMESTERLr ALONG THE ARC OF SAID CUP* 7O NE Rog wow A RCVS OF 470.00 FEET A aN7R4 ANO E OF 41'1O'52' A CHORD LENG7N OF 3.30 59 FEET ALONG A CHC47Li REARING OF NORM 74'O 37' NEST, no A ASTANcE OF 337.81 FEET 1a A PC#4T Of PNG OT, (4) *FtENCE RIM' NORTH 0125 06' NEST FOR A OIS'TAVC:E Of 623.61 FEET TO A POUT (5) )?FENCE RUN NORTH 0r58'o0` Misr FORA DISTANCE OF 19368 FEET 7G A Pi i' ON A LAE .5O.00 FEET EAST OF MO P4R&LLE1 KAN AS MEASURE Ar RGHr IDES 7G: TE NEST LAaE OF THE NORTHEAST taNE ' R?ER (r/4) Of SM^i senor 32. rotri"F Rol ALONG 4 oNE 5000 FEU EAST 04` ANC PARALLEL 10{ As A6•AS WED AT RIGHT ANGLES 7G: RE *sr UAE OF THE N047E45T ONE-007ER (7/41 OF WO SECTION 32. NOON 00.54 15' WEST FOP A DSTANI;E OF 997.21 FEET T A RCANT' THEME FA%N AGR1H1 88'494I' EAST :T;4 4 't'cl4CE OF 251.87 FEET TO A POINT THENCE RUN NORTH 70'04 29' EAST FOR A DISTIMA2 Of 285.46 FEET 71) A PONT ON -- •'- LANE OF SAID SECTION 32 AM) THE poor OF (COMM OF THE F7iO11WG (.SCR1EED PARCEL OF LAND, A ENCE CtRiT' _• '. 7O'0429' £AST FCR A otsweE OF 734.28 FEET 7O A PI1Y1'T 7hEENGE RUN Ai ONG A i.IIE COO FEET NORTH OF AND P4:- ATOP). AS MEASURED AT RIGHT ANGLES 7G; S4;C1 NORM LAZE OF 17,IL NCWiF¢457 ONE-/lLM, ER (7/4) of .SM) SECTION .!z M s 872421' EAST FORA DISTANCE OF r485.10 FELtT TO A POINT 7+ENCE SOUTH 0235:39' EAST FOR A C4STAN(E OF 4000 FEET ')ENiE RUN ALONG THE MOR7H LME OF THE NORTHEAST ONE-CuARTER (1/4) OF SAID SECTION 37, SOUTH 8774'i7- MEAT f04 A O6T442 OF 161328 FEET iv i'NE PONT OF %GINNING; CONAINAG 61.968 SOJAIE FEET MORE OR LESS QR 1.423 ACRES NORE O6 LESS NOTE. 1 7jE QEARANCS SNOW NEW* Ai&A7E 70 AN ASSUMED REARM (N]R1N WPM- EAST) ALONG THE SOUTH LADE: OF THE NORTHEAST CNE-OLIARTER (1/4) CF SECTION 12 TDNR94P 53 SOWN RANCE 41 EAST' MAW-DADE COUNTY. FLORIDA TAPS STITCH IS NOT YALIO *NWT THE MATURE AND TN: OiTGNAL RAISED SEAL OF THE ATTESTING FLCYiIDA LICENSED SUR1£r04 AND MAF RR .:eA' APFE t'%'. +1 ': (NY-:lAEfr tyLc 4,17,.7,1,11-" Pr 0,4nY' hi. 4773 SCI-IWEBKE S H I S K I N+ ASSOCIATES L--87) LAND SURVEYORS • ENGINEERS • LAND P" 3240 Cc4 'OR41E %cr. MRAYAR, URIC* 33375 ONiDE(305) 052-7010 800111R0054) 43541 'AXON) ORMR 140. 2142"-C _ DNiti:L:r1104510,4 //zy�.p 4 5 A' 'F 10 «i/RP MARK t.• P@BMt;pa1 FLORII4 414 ND. Ps-l1R•E t NO. 4775 THIS IS NOT A 'LMC 5...wivEY,' DATE 10f13/2021 SHEET 2 Of 2 SHEETS) re. wA , NEIFSCD. FFeRwM 16. 2022 19 COMPOSITE EXHIBIT "C" PEDESTRIAN BRIDGE EASEMENT AREA SKETCH TO ACCOMPANY LEGAL DESCRIPTION PEDES'RIAN ACCESS EASEMENT SCALE '..-5 O •r?8Y91fT 25Jig' paw ar, '071 rR 64.9.31' Northeast t/t Se 52-53 -tr North Line. ME. 1/1• Section J2-55-4? A177'52'0011' 793.68' het S7$r - At '4409 E 3(87' SOufh fat. ANT2471 E 750903' mru3 72'E _ 245.22' PEDESMPli ACCESS EilSDEN ,; J I. _ 1I. N865R'S4i 475 Se' PAINT AFBEGRIVIVG sitosrsor x o7' - •--- a - F teiw,0e r. 1 , _ I F _ _ + fstahs Sector 4 PM 25 4� Lmzner• e.11.7aa2 ', � I 1e70.e0' Cot D.-Allay - - t , ___1 __I i- -L 4 - 99 1 - - M 0'5J )7,.ill_1 . g '' nor -_- I _ - -i -__ i . Ii South Unit NE 1/4, Seetlan 12-5J-4t teliTarrlle 45.0r 74E 51.4E A4i 4R* Ott 7145 004.1..itor INS ALinrait215 BY own 50724'33V 9.04' ec7463.46' 1=709.67' Moos? Lamer. Section J2-53-41 S073237T 234.34' CC' - Rodia d - Delta MO L - Arc Leng7R ChB - G7xrd Herring can. - Chad Dew* u '240 SCHWEBKE S H ISKI N LAND SURVEYORS • ENGINEERS CONPOR&IE 4,7, 14ReauR ILORPA 33075 DAOE(305) (67-7010 ORDER NO 214269-4 THr IS Ica A IAN: SorNE1Y " DATE' SHEET ' OF .� SKET(S) F e k r+fidsE.1. FEBML4r4v '6, 2022 t0/n/202r + ASSOCIA LY-rr -37) • LAND PLAi.l � BROILV6D(954) 435-7 f °*1f:305) 657 W 11 rx+Eo}A+ED ThlOY S Elft4ION- tis 20 PAL RaMuA PROF~a4f11i0uovectI'E *Al 4.175 4 IA4RK SKETCH TO ACCOMPANY LEGAL DESCRIPTION PEDESTRIAN ACCESS EASEMENT LEGAL AESCRI°71ON A PORTION OF BIN-SUO'197EU LAWS LAND MtRfd• 7++E NORTHEAST ONE -QUARTER '7/4) ECT/Ov 32 TOION S! SOU7h, RAAYE 41 EAST ANC `I'''"f.N 7.9. "M4.94P 53 SOUTH RANI 41 EAST IRMN-0AO(E COUNTY.. ROPILM £4A? .' ANTS IOW M PARTICULARLY L>ESCR!'- a ` F `! COMMENCE AT - OF TOE NOPTh &' T ONE -QUARTER 0/4) OF WO SECTION 31: THENCE RbW ALONC THE SOUTH LAZE (1/4) OF SAO SECGw' 32 NORTH 8808'78' EAST ,FOR A &&STANCE OF 649.34 FEET TV A POINT.. THEME R. = 0733'17' WEST FORA (L5TANCF OF 45 01 FEET TO A POINT CW A LANE 45 O0 FEET NORTH A° AND .'ARALIE' M'T7!. A^ 4 ' !T ,mfr 4. f5 TEE THE S4V SOUTH UNE OF TIME NORTHEAST ONE-OI4RTER (1/4) OF SELT)ON 32 THE.. _ ' - _ = ACCESS A *T-CF-1IMY LANE OP N.W. 42NO AMM.& ,(LE.LE NE R 40) THE FO LCARN; FIVE - - G0'5317- ME'T FORA DISTANCE OF 59..96 FEET TV A PONT (2) T7eYCE R'.W NORTH 48'.5e 49. A7t57 - _ . • :6.453 FEET TO A F'OANT ON 7?E 7 XT OESCRNED CIRCULAR Cont t77NICA E 70 THE NCRTN;457: (3) PENCE Al', n_ _ Y ALONG THE ARC GC SW CURVE TO 714E Poor, F44 A maxis OF 470.00 FEET A CENTRAL ANGLE OF 4 t'tG'.1 , f F1 ti D iE►4'171 OF 330. `- rE T,N OMB' A CHORD BEA. ; Of NORTH 24170 12" WEST, FOR A OrSTAN l' OF 337.8T FEET TO A POINT OF TANGENCY,' (4) ' : c RUN NOWTN 0T25L.r -'T FOP A OfSTANCi OF 62J 61 FEET TO A 4rAWT: (5) THENCE RUN MORN O7'5807' NEST FOR a _ :.1: OF 19368 FEE- - -",,T L 'NE 5000 FEET EAST OF ANT) .PARALLEL WIRE AS MEASURED AT Rae ANGLES Ti, __ . _ hC OF THc -_ - '1/4' OF 9YY7 SECTION .T7: THENCE RUN ALONG A UE 5000 FEET EAST OF AM: a- ,r7TH, AS uc- _, , TC T>'dE NEST L&NE OF TEE NORTHEAST ONE -QUARTER (1/4) OF SW SECTION 32, N:: • --- t Sf JS' AFL - - :aSTANCE DP 992.21 PEST TO A PONT; THENCE INA NORTH 88'4941' EAST FOW A 0VSTAACE OF 251.82 .c,:T 7Ti A FONT, =t'r. i w;W N!,JKTm 70'0479" EAST FOR A C05TAN E OF 28548 FEET TD A PONT OW TTE NYORTH LAZE OF SAG SECTION 32 TIE/ICE RUV ALONG 71E NORTH 1.NE OF SA10 SECTION 12 WORTH 8724.21" EAST FOR A OLSTNICE OF 7509.03 FEE: 7?VItE sourn 0317312" EAST FORA °Irma OF 24522 FEET 70 A POINT: THENCE NORTH 86'58'34- EAST FORA DISTANCE OF 47558 FEET 70 71E FONT OF BEGM+NMG OF THE FoLLOWMAG DESCRIBED PARCEL Of LAND; THENCE NORM o1523r WEST FOR A DISTANCE. OF 352.01 FEET TO A POINT ON THE SOUTHERLY LINE OF TFMT OERTIIN 10.00 FOOT STRIP PER OFFICIAL RECORDS BOCK 3J, PAGE 367, PAX RECORDS OF ABUR-DADS COUNTY, FLORIDA: BENCE R.W NORTH ALONG TEE SO)TRERL Y L OF SAV WOO FOOT ST17LP NORTH 8t544V9' EAST FORA INSTANCE Of FLORIDA: 34.81 FEET TO A PONT, THENCE RUN TTE FCALONMAG AESMED THREE COURSES ALONG THE ES7EJRLY Y71 1T- -WAY LeE C NN' 377N A►E'NCE SCUT 022473' WEST FOR A DISTANCE OF 904 FEET 78 A emir OF CURVATURE OF A CO1CAAR 0.ARIE CONCAVE 70 NE EAST; THENCE RUN SOUTHEAST ALONG SAID CURVE TO THE LEFT HAW A RAMIS CF 146340 FEET. A CENTRAL ANGLE OF 477110, FOR AN MC DISTANCE OF 109.6f FEET TO A POWT THENCE SOUTH 015257' EAST FOR A LVSTINCE OF 234.34 TO A PONT: THENCE SOUTx 8638r54' LEST FOR @STANCE OF 3001 FEET 70 THE POW' OF EEOOWIM4G CONTAl4ING 10.759 SQUARE FEET MCRE CW LESS CR 0247 ACRES MORE OR LESS NOT 1. TEE BEARINGS 9+17NN 1dEYFl�a• .RELATE 7G AN ASSUME) BEARING (NW77 8134,918' EAST, ALONG THE SOWN LANE OF THE NORTHEAST ONE -WARTY (1/4) GF SECTION 32. Tt5NNSsP 55 SCAITH, RANCE 41 EAST 4 44 -DACE COUNTY, FLCRIDA. 2 77d6 StE7CH 15 NOT VALO 1N7WC4)T THE 914YLATURE AN: TTE CROWN N41 D SEAT OF THE AT7ESIWO FLORM UCENWW' SLRi£r'OR AND MAPPER 4 %IA 4's 'AM; ON TMS DXLIMENT YYGIS AfTWAY/321 !TY I6A4W 51 41A frA4457N ✓. i.r. 4/ [�',iw SCHWEBKE S H I S K I N+ ASSOCIATE d ) C1�M LAND SURVEYORS • ENGINEERS • LAND P 3240 COfa'ORr1E SAY. 110W1R, FLO9p* 33o25 OWX(305) 652-701a 9ROIOIT41(954) FliK,.((�y3.o,5�). eq T melt N0 2142l9-A P ED tiriC tI4Y Su, ,E?`'•1SIDN• 1Wk jiari. OATE 10-t1-2021 i t 'r,,,�, t r �r SFEET 2 OF 2 %Mays`, F e }'f `d rr 'HS IS NOT A %MO SURVEY.' \YIEIISEO: FEMUR' '6. 2022 t NA 21 uARK et P$P4CPAL FLORIDA t14. NQ. 4776 SKETCH TO ACCOMPANY LEGAL t)hSCRIP I ION PEDESTRIAN ACCESS EASEMENT 1 i SCALE -500' North Lne, At 1/4, M65.44V9 r3P06' Section 32-S3-41; --, SGuth Lae: SL tic, ANT?4?t 1 - MOT.'.`, :Inn !4 91' Section 29-53-4r \ 1335.10' '', POW r OF NIOTA4?9E f3R23 . BEGINNING ti __I-1—I „TT . SST2471i 150.t7O `-\-N70T1.479f 203 4d' 18 i 8 5007'-+ - l.Aqr4191tr A51d1. Ig $1 II I; 11 so 9n�I +a- r9s.68 NO. 1714 lWtB► _ _ - f 4 I 11611 1 _ .. 4 1_a tl tom_ 4 i, Y--i-41711. 4-et'78i7' V , 1, ; T rr-4711Q0' nen=xlna9' - yy ciia-orkroTllre p 1-let lit tor'" . i 1 11 RF �Esr I PONT.25 I ___'-1G� --- �- 1'--- f- --' 1C--- t7., T1JR�r `''--}- WWsl',TM" 1 i COJIENC9IEENT cvttvaes, "antr, Northeast 1/4, Sectrm 32-5.-41 Note: t The bearings ffito a hereon relate to NV attained bearing (North 880878' fast) oiong the South line R - Rvdirs of the Nottheost One-Gtiata (1/4) of Socha,' $2 TO.ershp 53 S40th. Rave 41 East i4aa-aGdr d - Beta Angie -Arc Length Cita - Chord Boom.; 2 7h4r sArtch is not vat'd oithoNt the signotwe and the or ' Posed sine ar the ottest Its Porida alp - ptad l atanzy per06'18T 64934' AUV7 r' 71i 45.8f' South Lite. N.E 1/4, .Section 32-53-41 Counts Alorim PEDESMINV ACCESS EAsaeir 1 11 _-4_. -J I..-- - i 1 -it 1 l__ - --__-.1, 1 -'_, _ 1 --- _ . Le1,le,,e Corder - 1 r. f - ' - - Estates Section 4 _ 1 _ _ _ I Rot Book 44, i 4 Pogo ?3 1': -yet 1___ ?t! SEAL 47>~ L# W. '.MS 'W-war IUS ab7140MZED 8Y ACK SIEWEN »*S56,, P.S_Y. I72._; I ticerlse+d SUrvelar and mapper. SCHWEBKE S H I S K I N+ ASSOCIAT.ESL ', i,_2 LAND SURVEYORS - ENGINEERS • LAND PLAP4tE e 4,: 3240 CCI7PORATE SAY, ARMOR FLORIV, 3302$ Cm4C 305) 652-70t0 ONCaRO{954) 435.-111,F0 AX4305) mow NO 214269-0 » Ep tll4D tt'�Irr 9JP[if 1 PN R t= DATE: 14/13/202t J �. //II start t rc ] SHEEKS) F... N.A. W^'sTiY,. '�v1y',1v 7i' MARK 9TsS£*4 a,. tL FWRIDA s�4OF,.V00, 5 41YQ3k NC A775 THIS I5 . A 'L,4tID SURVEY PE11SED. FF0tuAtf 'e. 2022 22 SKETCH TO ACCOMPANY LEGAL DESCRIPTION PEDES`PIAN A :Cz.SS EASEMENT LLCM LiSO'k 7A. A PtORRON OF :NN-Si,'L► IkS:EL LAMS LYING WINN T SOVA*A5T ONE -QUART 11 !1/4) LP 5EC a 29, TOWNSfAS' 9J SCAT TN, RAN(E 41 EAST; TRAIL -DADS morn: FLORA:A SAA7 LANDS 6E1NO NNORE PARTMARt r OESONECO AS Fa.LORS• COAENCE AT TA SOf7FAIEST CORNER Of 7Ik NORDIEA$7 ONE C 44R71*R (1/4) SECRav 12, TOMNshvF 5J SWV NANO 41 EAST: NONCE RUN ALCWC AIE SOON LINE OF THE NORREASrOM-fARPTER (1/4) OF SAO SEC 7C.44 32 . k 98'9P'18' EAST fOHP A DISTANCE OF 549.34 FLfT TVA AONbT, THENCE RUN Nam, 20'1J'11' MST FC6I A DISTANCE OF 45.0r FEET 70 A POWT ON A LN11 45.00 .'EEr NOM? Of AM PA1641LEt Wilt AS 04E0S h E0 AT RVSNT ANGLES 70, NE Si16 S0v7N :JAE OF NE NCRTWAST OE -WRIER (1/A) OF SECTON 32: Tt€htE mm ALONG NE EL EP r morn ACCE s r-c -MM r IRE OF N' N. 42ND AI'fNOE (LEJEIAVE ROW) THE PO,'1oMING .FIVE (5) C0tA45FS: (1; ^- = NOR?M r5J'1I• NEST FORA DSTXNCE CN: 5996 F21'T TO A POINT (2) THENCE RLN NORTh 481849" REST FOR A _ - . c `52.5J FEET TO A PORT ON THE NEV. DOOMED ORCtIAR CURIE CONGA* TD 1 E AOP7iEAST: (3) MENGE MIN .t.' =•q V AL ONO TIE ARC OF SALO C,A?.E 70 THE RH:,H1 *MG A RCVS Of 410.00 FEET A CF)r7A AL ANGLE Of 41-1052 ; < - • -++771 Of JJ059 FEET A OhG A LWORII MARA% G' PORN 2A'0o J2" NEST, APR A 05TAW.l Of 33781 FEET Tr0 A PONT .- _^, Y, (A) THENCE RUN NCRRI 0375"N6" MIST FOR A OSTANCE OF 623.61 FEET TO A POR?, (5) 1H(NCE Rug M:,', ' ak'0O" 11E7 FOR A O'STA CE OIL 193 68 FEET To A k7,MT ON A LINE 50.00 FEET EAST OF MD PALL RN AS M 4SLARED AT RIFT ANGYfS TO, ThE WEST uME OF ThE GNP OU4 TER (1/4) Of 540 SECTION 32, THENCE RL8 ALOP6 A LONE 5000 Rtr EAsr OF AND PARIIR WON, AS AT .RIGHT AtiGLES 70, NE NEST LINE OF NE NORREIST ONE-LGAMER (1/I) OF .SAID SECTOR S2, M))RTN 0034:35" wt - - A LVITNICI OF 99221 FEET TO A FONT; THENCE RDW NORTH 88'4941" EAST FOR A OSTAhti2 Or' 251.82 FEET TO A POW- MARTEN 76'0429" EAST FOR A INSTANCE OF 28546 FEET 70 A POW' ON TTE NORTH LINE OF SaC SECTION E C0'7la'.E KATI 7tT0429' EAST FORA 06TAW.E OF 134.28 FEET TO A KI KT TTE'7NCE RUN ALONG A LAE 40.X OF AND AMALIEI VON AS AEASIMC Ar moor MOLES TG SAO NO4RTN LAVE OF P:E �.%W7�' .A.ST OME-0U4RTER (7/4) (f S40 SEC'rGw' J.Z. NORTH 872421" EAST FOR A 0'ST4 .8 OF :la TO FEET TO NE RANT OF Etc-ORINO OF NE fO:1OWTNG 1ESn" 2 D FARCE of 1A110- RRIEKE NONTN 07.35'J9 • MEST ADR A DISTANCE 0' 54.91 FEET TO A POINT ON 7P SOYITN RL r LINE OF DOT CERTAIN 1O00 fOIUT SNAP PER Of'CCNt REL'OROS BOOR 33, PACE J61, PUBLIC RECORDS Of AMAW-L14. COUNTY; RO DA: TWICE Rf,W NOW THE SO/NM? the Or: SAS 1000 FOOT STRIP NON7M 85'44'09" E4ST FOR A 0STANCE Of 150.06 FEET TO A POINT - = . )UIT6 0735:39" MST FORA 12675NCE Of 59.28 fEET TO A PONT; T';EACE R'UW ALONG A LAME 40.010 FEET NOR N 0< =• - - ION AS MEASURED AT Rog ANGLES 70, 94.0 NORTH LAVE OF r.E N RTiEAST ONLY O14 TER (1/4) : - - - .+..il, SCV7T4 8T2471" WEST FOR A O13TAVCE OF 150.00 FEET TO 7 E POINT OF REGAINING, CONTAINING 4564 S l•- _ _ ! ;-_ OT LESS OP 0197 ACRES ROPE OR LESS. NOT 1 THE LEARIIYS SHORN NERECN RUA7E TO AN AS.4.NED BEARING (IA:RTN 88TA6'18• EAST) Atp6G ThE S0JTN ID* Of The NORTHEAST ONE -QUARTER (1/4) Of SECTION 31. T1)I111905J 50UTN( RANGE 41 EAST, ANA1N-0ADE CtRM'Tr. FLORI04 2 TICS 9KETCR LS Nor YAW W1IFDOUT TI,E SIGNATURE MO TTE OPIONMI RAISED SEAL 0' Th( ATTESTING ROMA ININSEC 9,ARVEttA AND MAPPER !Hf vN Apfm r ,1. nor ?•117!A 1T HAS AL^.M'A@! Pt, !MR% SIVEk IGIAM7N. P.SY <77S REw SCHWEBKE S H I SKI N + ASSOCIATES ,;5-87) C11/+� LAND SURVEYORS • E I'.EERS • LAND PL EAW,=., .17att COSIKv41E MT. HI . ROAry l3)Y452-7010 aWiQp5A) i#o))6f_�Ra , Pq�E3 pNOF[r1 ��,,:eIN; Thus Is I A .LAND SURVEY • NI!E.:'4'F]—': A F, tr SHEET ? CF ? smuts) F - �/F'i• ��i SM maim). 16, e022 FLCiri1t11 XO 4T75 EXHIBIT "I" CONSTRUCTION ADMINISTRATION AGREEMENT 1 EXHIBIT "J" MEMORANDUM OF LEASE 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] MEMORANDUM OF GROUND LEASE THIS MEMORANDUM OF GROUND LEASE (this "Memorandum") is made and entered into as of this day of , , by and between the CITY OF MIAMI, a municipal corporation of the State of Florida, whose mailing address is 444 SW 2nd Avenue, 10th Floor, Miami, Florida 33130, Attn. City Manager, ("Landlord"), and MIAMI FREEDOM PARK, LLC, a Delaware limited liability company, whose mailing address is 800 S. Douglas Road, 12th Floor, Coral Gables, Florida 33134, ("Tenant") (Landlord and Tenant are sometimes together referred to herein as the "Parties," and separately as the "Party"). RECITAL A. Pursuant to that certain Ground Lease for Miami Freedom Park Commercial Development, effective as of (the "Lease"), by and between Landlord and Tenant, Landlord leased to Tenant, and Tenant leased from Landlord, that certain parcel of real property located in Miami -Dade County, Florida, legally described on Exhibit A, attached hereto and made a part hereof, and depicted on Exhibit B, attached hereto and made a part hereof, (the "Development Parcel"). B. Landlord and Tenant desire to execute this Memorandum to provide notice of Tenant's rights, title and interest under the Lease and in and to the Development Parcel. AGREEMENTS NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in the Lease, Landlord and Tenant hereby covenant and agree as follows: 1. Definitions. Unless otherwise defined herein, capitalized terms used in this Memorandum shall have the meaning assigned to them in the Lease. 1 2. Lease. The Development Parcel has been leased to Tenant pursuant to the terms and conditions of the Lease (as may be amended from time to time), which is incorporated by reference in its entirety in this Memorandum. In the event of any conflict or inconsistency between this Memorandum and the Lease, the Lease shall control. 3. Lease Term. The Initial Term of the Lease shall commence on the Lease Commencement Date and terminate on the last day of the thirty-ninth (39th) Lease Year following the Lease Commencement Date, unless earlier terminated or extended as provided in the Lease. The Lease Commencement Date of the Lease is 4. Options to Renew. Subject to the terms and conditions of the Lease, Tenant shall have the right to exercise two (2) options to extend the Term, each for thirty (30) Lease Years. 5. Notice of Lien Prohibition. The Lease contains the following provision: "The interest of Landlord in the Fee Estate shall not be subject in any way to any liens, including construction liens, for Improvements to or other work performed in the Development Parcel by or on behalf of Tenant. Tenant shall have no power or authority to create any lien or permit any lien to attach to the Fee Estate and all mechanics, materialmen, contractors, artisans, and other parties contracting with Tenant or its representatives or privies as to the Development Parcel or any part of the Development Parcel are charged with notice that they must look to the Tenant to secure payment of any bill for work done or material furnished or for any other purpose during the Lease Term. These provisions are made with express reference to Section 713.10, Florida Statutes. Landlord and Tenant acknowledge and agree that for the purposes of this provision, improvements to be performed by Tenant in accordance with this Lease shall not constitute the "pith" or essence of this Lease, and any such improvements are being performed at Tenant's sole discretion. Tenant shall notify every contractor making Improvements to the Development Parcel and supplier of materials for such Improvements that the interest of the Landlord in the Development Parcel shall not be subject to liens." 6. Lease Controls. This Memorandum is executed and delivered by Landlord and Tenant solely for the purpose of recording, in the Public Records of Miami -Dade County, Florida, notice of the existence of the Lease, and, consequently, nothing contained in this Memorandum shall be construed to change or alter the terms, conditions, or provisions of the Lease and reference shall be made to the Lease itself for its terms, conditions, and provisions and the intent of Landlord and Tenant regarding the leasing of the Development Parcel demised by the Lease. In the event of any inconsistency between the terms of this Memorandum and the terms of the Lease, the terms of the Lease shall control. 7. Termination. On the expiration or sooner termination of the Lease Term, Landlord and Tenant shall execute a notice of termination in recordable form stating that the Lease is of no further force or effect. 2 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 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 Risk Management Department STATE OF FLORIDA ) ss: COUNTY OF MIAMI-DADE Victoria Mendez City Attorney The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of , , by Arthur Noriega, as the City Manager of the CITY OF MIAMI, a municipal corporation of the State of Florida, 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 COUNTY OF MIAMI-DADE ) ) ss: ) 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 ❑ 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 DEVELOPMENT PARCEL Parcel 1: (T6-8) (Leasehold Interest) A PORTION OF UN -SUBDIVIDED LANDS LYING WITHIN THE NORTHEAST ONE - QUARTER (1/4) OF SECTION 32, TOWNSHIP 53 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA, SAID LANDS BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHWEST CORNER OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32; THENCE RUN ALONG THE SOUTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 88°08'18" EAST FOR A DISTANCE OF 649.34 FEET TO A POINT; THENCE RUN NORTH 00°53'17" WEST FOR A DISTANCE OF 45.01 FEET TO A POINT ON A LINE 45.00 FEET NORTH OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE SAID SOUTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SECTION 32; THENCE RUN ALONG THE EASTERLY LIMITED ACCESS RIGHT-OF-WAY LINE OF N.W. 42ND AVENUE (LEJEUNE ROAD) THE FOLLOWING FIVE (5) COURSES; (1) THENCE RUN NORTH 00°53'17" WEST FOR A DISTANCE OF 59.96 FEET TO A POINT; (2) THENCE RUN NORTH 48°58'49" WEST FOR A DISTANCE OF 562.53 FEET TO A POINT ON THE NEXT DESCRIBED CIRCULAR CURVE CONCAVE TO THE NORTHEAST; (3) THENCE RUN NORTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 470.00 FEET, A CENTRAL ANGLE OF 41°10'52", A CHORD LENGTH OF 330.59 FEET ALONG A CHORD BEARING OF NORTH 24°00'32" WEST, FOR A DISTANCE OF 337.81 FEET TO A POINT OF TANGENCY; (4) THENCE RUN NORTH 03°25'06" WEST FOR A DISTANCE OF 623.61 FEET TO A POINT; (5) THENCE RUN NORTH 07°58'00" WEST FOR A DISTANCE OF 193.68 FEET TO A POINT ON A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE - QUARTER (1/4) OF SAID SECTION 32; THENCE RUN ALONG A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 00°54'35" WEST FOR A DISTANCE OF 992.21 FEET TO A POINT; THENCE RUN NORTH 88°49'41" EAST FOR A DISTANCE OF 251.82 FEET TO A POINT; THENCE RUN NORTH 70°04'29" EAST FOR A DISTANCE OF 285.46 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 32; THENCE RUN ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 117.47 FEET TO THE POINT OF BEGINNING (1) OF THE FOLLOWING DESCRIBED PARCEL OF LAND; THENCE CONTINUE ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21 " EAST FOR A DISTANCE OF 491.99 FEET TO A POINT HEREINAFTER KNOWN AS POINT "A"; THENCE RUN SOUTH 02°55'37" EAST FOR A DISTANCE OF 150.97 FEET TO A POINT; THENCE RUN SOUTH 72°00'10" WEST FOR A DISTANCE OF 1164.70 FEET TO A POINT; THENCE RUN NORTH 07°20'01" EAST FOR A DISTANCE OF 167.35 FEET TO A POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE SOUTHEAST; THENCE RUN NORTHEASTERLY 6 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 7 OF 13°02'27", A CHORD LENGTH OF 106.74 FEET ALONG A CHORD BEARING OF NORTH 09°56'20" WEST, FOR A DISTANCE OF 106.97 FEET TO A POINT OF TANGENCY; (5) THENCE RUN NORTH 03°25'06" WEST FOR A DISTANCE OF 623.61 FEET TO A POINT; (6) THENCE RUN NORTH 07°58'00" WEST FOR A DISTANCE OF 193.68 FEET TO A POINT ON A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32; THENCE RUN ALONG A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 00°54'35" WEST FOR A DISTANCE OF 992.21 FEET TO A POINT; THENCE RUN NORTH 88°49'41" EAST FOR A DISTANCE OF 251.82 FEET TO A POINT; THENCE RUN NORTH 70°04'29" EAST FOR A DISTANCE OF 285.46 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 32; THENCE RUN ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 117.47 FEET TO THE POINT; THENCE RUN SOUTH 70°04'27" WEST FOR A DISTANCE OF 492.97 FEET TO A POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE SOUTHEAST; THENCE RUN SOUTHWESTERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 190.00 FEET, A CENTRAL ANGLE OF 62°44'26", A CHORD LENGTH OF 197.82 FEET AND A CHORD BEARING OF SOUTH 38°42'14" WEST, FOR AN ARC DISTANCE OF 208.06 FEET TO A POINT; THENCE RUN SOUTH 07°20'O1" WEST FOR A DISTANCE OF 167.35 FEET TO A POINT; THENCE RUN NORTH 72°00'l0" 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 8 A RADIUS OF 218.52 FEET, A CENTRAL ANGLE OF 46°30'17", A CHORD LENGTH OF 172.54 FEET AND A CHORD BEARING OF NORTH 38°18'05" WEST, FOR AN ARC DISTANCE OF 177.36 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN NORTHWESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 658.52 FEET, A CENTRAL ANGLE OF 10°30'38", A CHORD LENGTH OF 120.63 FEET AND A CHORD BEARING OF NORTH 66°48'32" WEST, FOR AN ARC DISTANCE OF 120.80 FEET TO A POINT; THENCE RUN NORTH 71 °24' 19" WEST FOR A DISTANCE OF 146.44 FEET TO A POINT; THENCE RUN ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 566.28 FEET TO A POINT; THENCE RUN SOUTH 03°01'06" EAST FOR A DISTANCE OF 244.78 FEET TO A POINT; THENCE RUN SOUTH 86°58'54" WEST FOR A DISTANCE OF 58.97 FEET TO A POINT; THENCE RUN SOUTH 03°03'12" EAST FOR A DISTANCE OF 375.24 FEET TO A POINT ON A NON -TANGENT CIRCULAR CURVE CONCAVE TO THE NORTHWEST; THENCE RUN SOUTHWESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 420.29 FEET, A CENTRAL ANGLE OF 85°06'29", A CHORD LENGTH OF 568.47 FEET AND A CHORD BEARING OF SOUTH 38°45'05" WEST, FOR AN ARC DISTANCE OF 624.30 FEET TO A POINT ON THE NEXT DESCRIBED NON - TANGENT CIRCULAR CURVE CONCAVE TO THE SOUTHEAST; THENCE RUN SOUTHWESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 865.48 FEET, A CENTRAL ANGLE OF 84°37'16", A CHORD LENGTH OF 1165.19 FEET AND A CHORD BEARING OF SOUTH 41 °20'31" WEST, FOR AN ARC DISTANCE OF 1278.24 FEET TO A POINT REVERSE CURVATURE; THENCE RUN SOUTHWESTERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 104.00 FEET, A CENTRAL ANGLE OF 87°57'01 ", A CHORD LENGTH OF 144.42 FEET AND A CHORD BEARING OF SOUTH 43°00'23" WEST, FOR AN ARC DISTANCE OF 159.64 FEET TO A POINT; THENCE RUN SOUTH 86°58'54" WEST FOR A DISTANCE OF 739.49 FEET TO THE POINT OF BEGINNING. 9 Exhibit "B" SKETCH OF DEVELOPMENT PARCEL N. NORTH, 1/4 CORNER, SECTION 32-53-41 29 -;-4N arsr�s -._i�Y,` /// IEJAVE GARDEN ESTATES SECRON 4 RAT BOOK 44. PAZ 73 - �- - S W. CORNER, NE 1/4, SECTION 32-53-41 LOCATION SKETCH A PORTION OC The NORTHEAST 1/4 OT SEcTKi 37, PJYNW° 53 SOUTH, RANGE 41 EAST, wMIe—OAGE COUNTY, FtO 10A 10 N.E. CORNEh. SECTION 32-SJ-4• 41 N'rJ 1F1L EAST 1/4 CORNER, SEC71ON 32-53-41 EXHIBIT "K" 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 21093394, 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 STATE OF FLORIDA COUNTY OF MIAMI-DADE ) ) ss: ) AFFIANT: Arthur Noriega, as City Manager of the City of Miami, a municipal corporation of the State of Florida The foregoing instrument was sworn to and subscribed before me by means of n physical presence or n 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: 3 Exhibit "A" Legal Description PARCEL 1: (T6-8) (LEASEHOLD INTEREST) A PORTION OF UN -SUBDIVIDED LANDS LYING WITHIN THE NORTHEAST ONE - QUARTER (1/4) OF SECTION 32, TOWNSHIP 53 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA, SAID LANDS BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHWEST CORNER OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32; THENCE RUN ALONG THE SOUTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 88°08'18" EAST FOR A DISTANCE OF 649.34 FEET TO A POINT; THENCE RUN NORTH 00°53'l7" 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'O1" EAST FOR A DISTANCE OF 167.35 FEET TO A POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE SOUTHEAST; THENCE RUN NORTHEASTERLY 4 ALONG THE ARC OF SAID CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 190.00 FEET, A CENTRAL ANGLE OF 62°44'26", A CHORD LENGTH OF 197.82 FEET AND A CHORD BEARING OF NORTH 38°42'14" EAST, FOR AN ARC DISTANCE OF 208.06 FEET TO A POINT; THENCE RUN NORTH 70°04'27" EAST FOR A DISTANCE OF 492.97 FEET TO THE POINT OF BEGINNING. TOGETHER WITH: COMMENCE AT THE AFOREMENTIONED POINT "A"; THENCE RUN ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 958.69 FEET TO THE POINT OF BEGINNING "B" OF THE FOLLOWING DESCRIBED PARCEL OF LAND; THENCE CONTINUE ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87°24'21" EAST FOR A DISTANCE OF 351.42 FEET TO A POINT; THENCE SOUTH 01 °52'56" EAST FOR A DISTANCE OF 242.22 FEET; THENCE SOUTH 86°58'54" WEST FOR A DISTANCE OF 346.60 FEET TO A POINT; THENCE NORTH 03°01'06" WEST FOR A DISTANCE OF 244.78 FEET TO THE POINT OF BEGINNING "B"; CONTAINING 84,978 SQUARE FEET MORE OR LESS OR 1.951 ACRES MORE OR LESS. PARCEL 2: (CS MODIFIED) (LEASEHOLD INTEREST) ALL THAT PORTION OF LEJEUNE GARDEN ESTATES SECTION 4, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 44 AT PAGE 23, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, LYING WITHIN THE BOUNDARY OF THE FOLLOWING DESCRIBED LANDS, TOGETHER WITH UN -SUBDIVIDED LANDS LYING WITHIN THE NORTHEAST ONE -QUARTER (1/4) OF SECTION 32, TOWNSHIP 53 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA, SAID LANDS BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHWEST CORNER OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32; THENCE RUN ALONG THE SOUTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 88°08'18" EAST FOR A DISTANCE OF 649.34 FEET TO A POINT; THENCE RUN NORTH 00°53'17" WEST FOR A DISTANCE OF 45.01 FEET TO A POINT ON A LINE 45.00 FEET NORTH OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE SAID SOUTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SECTION 32; THENCE RUN ALONG THE EASTERLY LIMITED ACCESS RIGHT-OF-WAY LINE OF N.W. 42ND AVENUE (LEJEUNE ROAD) THE FOLLOWING SIX (6) COURSES; (1) THENCE RUN NORTH 00°53'17" WEST FOR A DISTANCE OF 59.96 FEET TO A POINT; (2) THENCE RUN NORTH 48°58'49" WEST FOR A DISTANCE OF 562.53 FEET TO A POINT ON THE NEXT DESCRIBED CIRCULAR CURVE CONCAVE TO THE NORTHEAST; (3) THENCE RUN NORTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 470.00 FEET, A CENTRAL ANGLE OF 28°08'25", A CHORD LENGTH OF 228.52 FEET ALONG A CHORD BEARING OF NORTH 30°31'45" WEST, FOR A DISTANCE OF 230.84 FEET TO A POINT ON A CIRCULAR CURVE CONCAVE TO THE EAST AND THE POINT OF BEGINNING OF THE FOLLOWING DESCRIBED PARCEL OF LAND; (4) THENCE CONTINUE ALONG SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 470.00 FEET, A CENTRAL ANGLE OF 13°02'27", A CHORD LENGTH OF 106.74 FEET ALONG A CHORD BEARING OF 5 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 172.54 FEET AND A CHORD BEARING OF NORTH 38°18'05" WEST, FOR AN ARC 6 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. PARCEL 3: (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 FOR A DISTANCE OF 59.96 FEET TO A POINT; (2) THENCE RUN NORTH 48°58'49" WEST 7 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 FORA 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 8 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; 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 9 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 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 16°29'53", A CHORD LENGTH OF 134.87 FEET ALONG A CHORD BEARING OF NORTH 36°21'01 " 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'O 1 ", 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 OF SAID CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 165.18 FEET, A 10 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 LEGAL DESCRIPTION: 11 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 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 12 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 FOR A DISTANCE OF 352.01 FEET TO A POINT ON THE SOUTHERLY LINE OF THAT CERTAIN 10.00 FOOT 13 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. 14 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 15 SCHEDULE 1.91 CONFIRMATION OF LEASE RENT COMMENCEMENT DATE CONFIRMATION OF LEASE RENT COMMENCEMENT DATE THIS CONFIRMATION OF LEASE RENT COMMENCEMENT DATE (the "Agreement") is made and entered into as of this _ day of , , by and between the CITY OF MIAMI, a municipal corporation of the State of Florida, whose mailing address is 444 SW 2nd Avenue,10th Floor, Miami, Florida 33130, Attn. City Manager, ("Landlord"), and MIAMI FREEDOM PARK, LLC, a Delaware limited liability company, whose mailing address is 800 S. Douglas Road, 12th Floor, Coral Gables, Florida 33134, ("Tenant") (Landlord and Tenant are sometimes together referred to herein as the "Parties," and separately as the "Party"). RECITAL WHEREAS, the Parties have previously executed and delivered that certain Ground Lease for Miami Freedom Park Commercial Development (the "Lease") with a Lease Commencement Date of , , whereby Landlord leased to Tenant and Tenant leased from Landlord, that certain parcel of real property located in Miami -Dade County, Florida and more particularly described in the Lease; and WHEREAS, Landlord and Tenant have agreed to memorialize the Lease Rent Commencement Date as contemplated by Section 1.91 of the Lease; AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in the Lease, Landlord and Tenant hereby covenant and agree as follows: 1. Definitions. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meaning assigned to them in the Lease. 2. Lease Rent Commencement Date. The Lease Rent Commencement Date of the Lease is 3. Successors and Assigns. This Agreement shall bind and inure to the benefit of the Parties and their respective successors and assigns, subject, however, to the provisions of the Lease regarding assignment. 4. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute a single instrument. Signature and acknowledgement pages may be detached from individual counterparts and attached to a single or multiple original(s) in order to form a single or multiple original(s) of this Agreement. 1 [SIGNATURES FOLLOW ON NEXT PAGE] IN WITNESS whereof, the Parties have signed this Agreement as of the day and year first above written. Signed in the presence of: LANDLORD: CITY OF MIAMI, a municipal corporation of the State of Florida Print Name: Print Name: By: Arthur Noriega City Manager ATTEST: By: Todd B. Hannon City Clerk APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM & REQUIREMENTS: CORRECTNESS: By: By: Arm -Marie Sharpe, Director Risk Management Department STATE OF FLORIDA ) ) ss: COUNTY OF MIAMI-DADE ) Victoria Mendez City Attorney The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of , , by Arthur Noriega, as the City Manager of the CITY OF MIAMI, a municipal corporation of the State of Florida, 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 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 2°a Avenue, 10th Floor, Miami, Florida 33130, Attn. City Manager, ("Landlord"), and MIAMI FREEDOM PARK, LLC, a Delaware limited liability company, whose mailing address is 800 S. Douglas Road, 12th Floor, Coral Gables, Florida 33134, ("Tenant") (Landlord and Tenant are sometimes together referred to herein as the "Parties," and separately as the "Party"). RECITAL WHEREAS, the Parties have previously executed and delivered that certain Ground Lease for Miami Freedom Park Commercial Development (the "Lease") with a Lease Commencement Date of , , whereby Landlord leased to Tenant and Tenant leased from Landlord, that certain parcel of real property located in Miami -Dade County, Florida and more particularly described in the Lease; and WHEREAS, Landlord and Tenant have agreed to memorialize the Possession Date as contemplated by Section 2.1(A) of the Lease; AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in the Lease, Landlord and Tenant hereby covenant and agree as follows: 1. Definitions. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meaning assigned to them in the Lease. 2. Possession Date. The Possession Date under the Lease is 3. Acceptance of Condition. Tenant acknowledges that Tenant has inspected the Development Parcel, is fully aware of the condition of the Development Parcel and accepts the Development Parcel "as -is" in its current condition. 4. Successors and Assigns. This Agreement shall bind and inure to the benefit of the Parties and their respective successors and assigns, subject, however, to the provisions of the Lease regarding assignment. 5. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute a single instrument. Signature and 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: 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 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: 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 2nd Avenue, 10th Floor, Miami, Florida 33130, Attn. City Manager, ("Landlord"), and MIAMI FREEDOM PARK, LLC, a Delaware limited liability company, whose mailing address is 800 S. Douglas Road, 12th Floor, Coral Gables, Florida 33134, ("Tenant") (Landlord and Tenant are sometimes together referred to herein as the "Parties," and separately as the "Party"). RECITAL WHEREAS, the Parties have previously executed and delivered that certain Ground Lease for Miami Freedom Park Commercial Development (the "Lease"), 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: Print Name: Print Name: ATTEST: By: Todd B. Hannon City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: By: Ann -Marie Sharpe, Director Risk Management Department STATE OF FLORIDA ) ss: COUNTY OF MIAMI-DADE 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 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: 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 SCHEDULE 15.3 FORM OF SUBLEASE NON -DISTURBANCE AND ATTORNMENT AGREEMENT This SUBLEASE NON -DISTURBANCE AND ATTORNMENT AGREEMENT ("NDA") dated as of , is being entered among CITY OF MIAMI, a municipal corporation of the State of Florida ("Landlord"), MIAMI FREEDOM PARK, LLC, a Delaware limited liability company ("Tenant") and , a ("Subtenant"). RECITAL WHEREAS, Landlord and Tenant entered into a certain Ground Lease dated (the "Lease"), for the Development Parcel (as defined in the Lease) located in Miami, Florida; and WHEREAS, Subtenant desires to sublet from Tenant a portion of the Development Parcel ("Sublet Premises") in accordance with, and as described in, that certain sublease ("Sublease") between Tenant, as sublessor, and Subtenant, as sublessee, a true and correct copy of which is attached hereto as "Exhibit A," except that the Lease attached to the Sublease has been delivered to all parties with the Sublease but the Lease is not attached as part of "Exhibit A" to this NDA. AGREEMENTS NOW, THEREFORE, incorporating the foregoing recitals by this reference, for good and valuable consideration, the receipt and legal sufficiency of which are acknowledged, and intending to be legally bound hereby, it is mutually covenanted and agreed as follows: A. Definitions. Unless otherwise defined, all terms contained in this NDA shall, for the purposes of this NDA, have the same meaning ascribed to them in the Lease. B. Consent to Sublease. Pursuant to Section 15.3 of the Lease, Tenant has the right to sublet the Sublet Premises [without the consent of the Landlord] 1 so long as the Sublease complies with all terms and conditions of the Lease applicable to such Sublease (including, but not limited to, Section 15.3(A)) and so long as the Sublet Premises is for a use consistent with the uses permitted under the Lease. The Landlord hereby confirms that the Sublease is permitted under the Lease. Landlord, Tenant and Subtenant, as applicable, expressly agree: 1. Except as expressly provided in this NDA, nothing contained in this NDA shall be construed to modify or waive any of the covenants, agreements, terms, provisions, or conditions contained in the Lease, or to waive any breach thereof, or any rights of Landlord or Tenant against any person, firm, association or corporation liable or responsible for the performance thereof, or to enlarge or increase Landlord's or Tenant's obligations or decrease Landlord's or Tenant's rights 1 Please note that, with respect to Affiliate Lease Transactions, the consent of the Landlord is required pursuant to Section 15.1(C) of the Lease. 1 under the Lease, and all covenants, agreements, terms, provisions and conditions of the Lease are hereby mutually declared to be in full force and effect between Landlord and Tenant. 2. Tenant shall be and remain liable and responsible for the due keeping, performance and observance of all the covenants, agreements, terms, provisions and conditions set forth in the Lease on the part of Tenant to be kept, performed and observed and for the payment of Rent and all other sums now and/or hereafter becoming payable thereunder. 3. The Sublease shall be subject and subordinate at all times to the Lease and to all of the covenants, agreements, terms, provisions and conditions of the Lease and to this NDA, and neither Tenant nor Subtenant shall do or permit anything to be done in connection with the Subtenant's occupancy of the Sublet Premises which would violate any of said covenants, agreements, terms, provisions and conditions. Except as set forth in Paragraph 5 of this NDA, nothing in this Paragraph 3 or elsewhere in this NDA or the Lease shall obligate Subtenant to payment of monetary obligations under the Lease, including Rent or Tenant payments under Article 3 of the Lease in excess of amounts for which Subtenant is obligated under the Sublease, or to the performance of any of Tenant's obligations under the Lease with respect to any part of the Development Parcel other than the Sublet Premises. Tenant and Subtenant confirm that for the purpose of determining their respective rights and obligations under the Sublease, provisions of the Lease have been incorporated in the Sublease, to the extent not inconsistent with the Sublease, as if Tenant were landlord and Subtenant were tenant. 4. (a) Tenant and Subtenant agree that Landlord is not responsible for the payment of any commissions or fees to any broker or other intermediary engaged by Tenant or Subtenant in connection with the Sublease, this NDA, or any subsequent direct lease between Subtenant and Landlord contemplated by this NDA, and each agrees to indemnify, defend and hold Landlord, its employees, agents, officers, or instrumentalities, harmless from and against any claims, liability, losses or expenses, including attorneys' fees, court costs and disbursements incurred by Landlord during settlement, at trial or on appeal, in connection with any claims for a commission by any broker or agent claiming compensation through the indemnifying party (Tenant or Subtenant, as applicable) in connection with the Sublease, this NDA, or any subsequent direct lease between Landlord and Subtenant contemplated by this NDA. (b) Landlord represents to Subtenant that Landlord has not engaged, and will not engage in the future, any broker or agent in connection with the Lease and any Sublease. In the event Landlord engages any broker or agent in connection with any subsequent direct lease between Landlord and Subtenant contemplated by this NDA, Landlord agrees that Subtenant is not responsible for the payment of any commissions or fees to any such broker or agent, and. 5. Upon any termination of the Lease prior to the expiration of the then applicable term, and all options or renewal terms, (a) the Sublease shall continue in full force and effect, (b) [provided the Initial Threshold shall have been satisfied in accordance with the Lease,] Landlord shall not disturb Subtenant's possession of the Sublet Premises on the terms and conditions set forth in the Sublease and the provisions of the Lease incorporated therein, (c) Subtenant shall attorn to Landlord and (d) Landlord shall succeed to all of the right, title and interest of Tenant as landlord under the Sublease, and the Sublease shall become a direct lease between Landlord and Subtenant, thereby establishing privity of estate and contract as between Landlord and Subtenant with the 2 same force and effect as though the Sublease were originally made from Landlord in favor of Subtenant; provided, however, that, in such event, Landlord shall not be responsible for any monies on deposit with Tenant to the credit of Subtenant not received by Landlord; and Landlord shall not (i) be liable for any act or omission of any prior landlord, including, without limitation, Tenant, or for any fact, circumstance or condition existing prior to Landlord's termination of the Lease or taking of possession; (ii) be bound by any rent or additional rent which any Subtenant may have prepaid more than one (1) month in advance under the Sublease; (iii) be subject to any offsets, claims or defenses which Subtenant might have against any prior landlord (including, without limitation, Tenant) except to the extent Subtenant has such setoff right under the Sublease; or (iv) be bound by any amendment to the Sublease entered into without Landlord's consent which would have a material adverse effect on Landlord's rights or by any agreement in any Sublease to construct or complete any Subtenant premises or any improvement thereof for any Subtenant, or to indemnify any Subtenant for any loss resulting from a failure to timely deliver any Subtenant premises (provided, however, that Landlord shall make casualty insurance proceeds received by it for a loss suffered by Subtenant available for repair or reconstruction of such premises to the extent provided for in the Sublease) and further provided, that if the minimum/base rent payable by Subtenant is less than the Base Rent due under the Lease (calculated on a pro rata basis, if the Sublease is for lease than the entire amount of the Development Parcel), such minimum/base rent due under the Sublease shall be increased to be no less than such Base Rent. [Notwithstanding anything to the contrary contained in this Agreement, Subtenant shall not be permitted to make any vertical improvements to the Sublet Premises unless and until the Initial Threshold shall have been satisfied in accordance with the Lease.]2 6. Upon termination of the Lease, Tenant shall have no further right to make new demand on the security deposit held by the escrow agent under the Sublease, and Landlord shall have the exclusive right to exercise the Tenant's rights under the Sublease. Notwithstanding the foregoing, if Tenant shall have made demand on the security deposit pursuant to the Sublease prior to the termination of the Lease and the disposition of such demand shall not have been resolved by the date of such termination, Tenant shall continue to have the right to prosecute its demand against such security deposit in accordance with the provisions of the Sublease. 7. No alterations, additions (electrical or otherwise), or physical changes shall be made to the Sublet Premises, except pursuant and subject to the covenants, agreements, provisions, terms and conditions of the Lease. 8. Tenant and Subtenant represent that a true and correct copy of the executed Sublease has been furnished to Landlord and agree that Landlord is not a party to the Sublease and, except as otherwise provided in this NDA, is not bound by the provisions of the Sublease. 9. This NDA may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any change is sought. z The bracketed provisions in this Section 5 shall be removed from any NDA executed after the Initial Threshold is satisfied. 3 10. This NDA shall not be binding upon any party hereto unless and until it is signed by all parties hereto. 11. Tenant and Landlord represent and warrant to Subtenant that the copy of the Lease which is attached to the Sublease is correct and complete, and that the Lease is in full force and effect and unamended. Subtenant shall not be bound by, and the Sublease shall not be deemed to have incorporated therein, any amendment of the Lease unless Subtenant consents in writing to be bound by such amendment. 12. All notices under this NDA shall be given in the manner set forth in Article 20 of the Lease. Notices to Landlord shall be addressed to Landlord at the address set forth in the heading of this NDA. Copies of demand and default notices to, and requests for consent from, Landlord shall be given to Landlord's counsel as set forth in Article 2 of the Lease. Notices to Tenant and Subtenant shall be addressed to the parties at the address set forth in the heading of this NDA until Tenant and Subtenant have moved in to their respective portions of the Sublet Premises, after which notices shall be addressed to them at their respective addresses in the Sublet Premises. Copies of demand and default notices to, and requests for consent from, Tenant shall be given to its general counsel at the address set forth in Article 21 of the Lease. Notices to Subtenant shall be directed to the attention of 13. This NDA may be executed in two or more counterparts, in which event one complete copy containing signatures pages with original signatures from each party shall be deemed an original and shall constitute one and the same instrument. Facsimile signatures on this document shall be treated as original signatures for all purposes. 14. The internal laws of the State of Florida shall govern the validity, performance and enforcement of this NDA, notwithstanding any conflicts of law or choice of law principles to the contrary. Landlord, Tenant and Subtenant hereby consent to the jurisdiction of the courts of the State of Florida. The parties agree that venue shall lie exclusively in the courts located in Miami - Dade County, Florida. 15. LANDLORD, TENANT AND SUBTENANT HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS CONSENT. THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY LANDLORD, TENANT AND SUBTENANT AND EACH ACKNOWLEDGES THAT NONE OF THE PARTIES, NOR ANY PERSON ACTING ON BEHALF OF ANY OTHER PARTY, HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. EACH OF LANDLORD, TENANT AND SUBTENANT FURTHER ACKNOWLEDGE THAT IT HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS CONSENT AND IN THE MAKING OF THIS WAIVER BY LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT EACH HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH SUCH COUNSEL LANDLORD, TENANT AND SUBTENANT FURTHER ACKNOWLEDGE THAT IT HAS READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WAIVER PROVISION AND AS EVIDENCE OF SAME HAS EXECUTED THIS CONSENT. 4 16. Nothing in this NDA shall be deemed to create a partnership or joint venture between or among any or all of Landlord, Tenant and Subtenant. 17. Nothing in this NDA shall confer any rights upon any entity other than the parties and their respective successors and assigns; there are no third party beneficiaries to this NDA. 18. This NDA may be executed in counterparts, in which event one complete copy containing multiple signature pages with one original signature by each party shall constitute one original NDA. [SIGNATURE PAGE FOLLOWS] 5 ATTEST: By: Todd B. Hannon City Clerk LANDLORD: CITY OF MIAMI, a municipal corporation of the State of Florida By: Arthur Noriega City Manager APPROVED AS TO LEGAL FORM & CORRECTNESS: By: Victoria Mendez City Attorney Signed in the presence of: TENANT: MIAMI FREEDOM PARK, LLC, a Delaware limited liability company Print Name: By: Name: Title: Print Name: Signed in the presence of: SUBTENANT: Print Name: Print Name: By: Name: Title: 6 Exhibit A Lease 7 Landlord: Tenant: Lender: SCHEDULE 23.2 FORM OF LANDLORD ESTOPPEL CERTIFICATE CITY OF MIAMI, a municipal corporation of the State of Florida ("Landlord") MIAMI FREEDOM PARK, LLC, a Delaware limited liability company ("Tenant") ("Lender") Subtenant: ("Subtenant") Landlord hereby certifies to Tenant and that: 1. Landlord is the landlord of real property (the "Development Parcel") located in the City of Miami, Miami -Dade County, Florida, pursuant to a Ground Lease dated (the "Lease") between Landlord and Tenant. Terms capitalized but not defined herein shall have the same meanings ascribed to them in the Lease. 2. A true, correct, and complete copy of the Lease is attached hereto as Exhibit A. The Lease constitutes the entire agreement between Landlord and Tenant. There have been no amendments, written or oral, to the Lease. 3. The Lease is presently in full force and effect, and neither Landlord nor Tenant is in default thereunder. There exist no facts that could constitute a basis for any such default under the Lease upon the lapse of time or the giving of notice or both. There exist no offsets, claims, counterclaims, or defenses of Landlord under the Lease against Tenant, and there exist no events that would constitute a basis for any such offset, claims, counterclaim, or defense against Tenant upon the lapse of time or the giving of notice or both. 4. Tenant has accepted possession of the Development Parcel. 5. The Lease Commencement Date under the Lease was . The term of the Lease will expire on the last day of the thirty- ninth (39th) Lease Year (as defined in the Lease), subject to Tenant's option to renew the Lease. The first Lease Year began on 6. Tenant has the option to renew the term of the Lease for two additional terms of thirty (30) Lease Years each. Each option may be exercised no later than one hundred eighty (180) days and no earlier than three hundred sixty five (365) days prior to the expiration of the Initial Term and the first Option, as applicable. 7. The Rent under the Lease is $ . The Rent has been paid through the month of 8. Tenant has provided a security deposit in connection with the Lease. 1 9. Landlord has not entered into any sublease, assignment, or any other agreement transferring any of its interest in the Lease or the Development Parcel other than the Lease. Landlord has not conveyed, mortgaged or assigned its interest in the Development Parcel or the Lease. 10. Both Tenant and Landlord have performed all of their respective obligations under the Lease and Landlord has no knowledge of any event which, with the giving of notice, the passage of time or both, would constitute a default by Tenant under the Lease. 11. Tenant has no claim against Landlord and no offset or defense to the enforcement of any of the terms of the Lease. 12. Landlord acknowledges that Tenant and its successors and assigns has the absolute right to mortgage its leasehold interest in the Development Parcel to Lender, and that as a leasehold mortgagee, Lender shall be entitled to all rights and privileges granted to a leasehold mortgagee under the Lease or pursuant to law. If Lender forecloses on its leasehold mortgage and becomes the holder of Tenant's leasehold estate, Landlord shall recognize Lender as tenant under the Lease. 13. There are no sums due to Tenant from Landlord and no allowances or other concessions (including free rent and credits) due to Tenant from Landlord that have not been paid or otherwise provided by Landlord to Tenant prior to the date hereof 14. All improvements or work required to be performed by Landlord have been completed in accordance with the Lease and have been accepted by Tenant. 15. Tenant has not given any notice of termination under the Lease. 16. There are no actions, voluntary or otherwise, pending or, to the best knowledge of Landlord, threatened against Tenant under the bankruptcy, reorganization, moratorium or similar laws of the United States, any state thereof or any other jurisdiction. 17. All exhibits attached hereto are by this reference incorporated fully herein. 18. Landlord's current address for notices is as follows: City Manager 444 SW 2nd Avenue, 10th Floor Miami, Florida 33130 with a copy to: City Attorney's Office Attention: City Attorney 444 SW 2nd Avenue, 9th Floor Miami, FL 33130 19. This Certificate is made and delivered as of the date set forth on the signature page. This Certificate may be relied upon by Tenant, , the successors and assigns of each of them (including any trust, trustee, servicer, and rating agency for any securitization that includes Lender's loan), any future leasehold mortgagee of Tenant and/or assignee and any title 2 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 Major League Soccer 420 Fifth Avenue, 7`h FI. New York, NY 10018 MLSsoccer.com 212.450.1200 Victoria Mendez, Esq. City Attorney City of Miami, Florida 444 SW 2nd Avenue, 9th Floor Miami, FL 33130 Dear Ms. Mendez: January 23. 2023 CO cn� ; e J rn 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