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Exhibit A (SUB)
Docusign Envelope ID: 57282E96-0421-4B1 B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami Legislation Ordinance Enactment Number City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 18590 Final Action Date: AN ORDINANCE OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), APPROVING AN AMENDMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, TO THE DEVELOPMENT AGREEMENT BETWEEN THE CITY OF MIAMI AND MIAMI FREEDOM PARK, LLC ADOPTED BY THE CITY COMMISSION VIA ORDINANCE NO. ,10 14094 AND RECORDED IN OFFICIAL RECORDS BOOK 33783, PAGE 2301 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA GOVERNING THE PROPERTIES GENERALLY LOCATED AT 4000 ,v NORTHWEST 14 STREET AND 1900/1950 NORTHWEST 37 AVENUE TO 0, UPDATE SECTION 14 AND EXHIBIT D OF THE DEVELOPMENT `° REGARDING PUBLIC BENEFITS, CONSISTENT WITH THE RELATED LEASE DOCUMENTS, PURSUANT TO CHAPTER 163, FLORIDA STATUTES, AND AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, THE AMENDMENT TO THE DEVELOPMENT AGREEMENT, A DRAFT OF WHICH IS ATTACHED AND INCORPORATED AS EXHIBIT "A;" MAKING FINDINGS; CONTAINING A SEVERABILITY CLAUSE; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on June 30, 2023, a Development Agreement ("Agreement") was made and entered into between Miami Freedom Park, LLC a Delaware limited liability company (the "Lessee" or "Developer"), and the City of Miami, Florida a municipal corporation and a political subdivision of the State of Florida (the "City"); and WHEREAS, the City is the fee simple owner of approximately 131 acres of the property in Miami -Dade County, Florida, located between Northwest 14th Street to the South, Northwest 42 Avenue to the West, the City jurisdictional boundary to the North, and Northwest 37th Avenue to the East, all within the City (the "Overall Property"); and WHEREAS, in November of 2018, the electorate of the City approved the referendum to approve the negotiation of a ground lease and development agreement for the development of approximately seventy-three (73) acres of the Overall Property as a soccer stadium, entertainment center including food and beverage venues, office, retail, hotel and conference center, public facilities, park space, and other ancillary commercial development (the "Leased Property"); and WHEREAS, the Developer, pursuant to Resolution Nos. R-22-0156 and R-22-0157, adopted on April 28, 2022, entered into certain Ground Lease for the Soccer Stadium, that certain Ground Lease for Miami Freedom Park Commercial Development, and certain related easement agreements with the City, all dated as of February 9, 2023, governing the Lessee's use of the Leased Property (collectively, the Lease Agreement") and the Construction Administration Agreement (the "Construction Administration Agreement"); and City of Miami File ID: 18590 (Revision: A) Printed On: 1/21/2026 18590 Exhibit A (SUB) Docusign Envelope ID: 57282E96-0421-4B1 B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. WHEREAS, on November 20, 2025, the City Commission approved amendments to the Lease Agreement and the Construction Administration Agreement between the City and the Developer pursuant to Resolution No. R-25-0502; and _ if): 39 WHEREAS, on December 11, 2025, the City Commission approved further amendments to the Construction Administration Agreement between the City and the Developer pursuant to Resolution No. R-25-0538; and WHEREAS, the Development Agreement references and mirrors provisions in the Lease Agreement and the Construction Administration Agreement in Section 14 and Exhibit D, titled "Public Benefits References"; and WHEREAS, the Development Agreement, needs to be amended to reflect the updated requirements to be incorporated in the amended Lease Agreement and the amended Construction Administration Agreement; and WHEREAS, City staff finds the changes proposed to be consistent with the amendments to the Lease Agreement and the Construction Administration Agreement as authorized by the City Commission on November 20, 2025 and December 11, 2025; and WHEREAS, City staff finds the Developer's intent to define Sports Fields does not exempt the Centralize Parking Structure from complying with Article 5 Section 5.7.1.6 (c) of Appendix N, titled "Miami Freedom Park," of Ordinance No. 13114, the Zoning Ordinance of the City of Miami, Florida, as amended ("Miami 21 Code"); and WHEREAS, assurance to the Developer that it may proceed in accordance with existing laws and policies, subject to the conditions of a development agreement, strengthens the public planning process; NOW, THEREFORE, BE IT ORDAINED, BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Ordinance are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The Amendment, in a form acceptable to the City Attorney, a draft of which is attached as Exhibit "A", to the Development Agreement between the City of Miami and Miami Freedom Park, LLC adopted by the City Commission via Ordinance No. 14094 and recorded in Official Records Book 33783, Page 2301 of the Public Records of Miami -Dade County, Florida governing the properties generally located at 4000 Northwest 14 Street and 1900/1950 Northwest 37 Avenue to update Section 14 and Exhibit D of the Development Agreement regarding public benefits, consistent with the related lease documents, pursuant to Chapter 163, Florida Statutes, is approved. Section 3. The City Manager is authorized' to negotiate and execute the Amendment to the Development Agreement, in a form acceptable to the City Attorney, a draft of which is attached and incorporated as Exhibit "A". Section 4. If any section, part of a section, paragraph, clause, phrase or word of this Ordinance is declared invalid, the remaining provisions of this Ordinance shall not be affected. 1 The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. City of Miami File ID: 18590 (Revision: A) Printed On: 1/21/2026 Docusign Envelope ID: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Section 5. This Ordinance shall become effective immediately upon its adoption and signature of the Mayor.2 2 This Ordinance shall become effective as specified herein unless vetoes by the Mayor within ten days of the date it was passed and adopted. If the Mayor vetoes this Ordinance, it shall become effective immediately upon override of the veto by the City Commission or upon the effective date stated herein, whichever is later_ City of Miami File ID: 18590 (Revision: A) Printed On: 1/21/2026 Docusign Envelope ID: 57282E96-0421-4B1 B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. THIS DOCUMENT IS A PRELIMINARY DRAFT SETTING FORTH MINIMUM TERMS. THE CITY MANAGER RETAINS THE AUTHORITY TO NEGOTIATE, MODIFY, OR ADD TERMS THAT FURTHER THE CITY'S INTEREST AND ARE MORE FAVORABLE TO THE CITY. This Instrument Was Prepared By, Record and Return To: Iris V. Escarra, Esq. Greenberg Traurig, P.A. 333 S.E. 2nd Avenue Suite 4400 Miami, Florida 33131 (Reserved) FIRST AMENDMENT TO THE DEVELOPMENT AGREEMENT BETWEEN THE CITY OF MIAMI, FLORIDA AND MIAMI FREEDOM PARK, LLC, REGARDING APPROVAL OF THE MIAMI FREEDOM PARK SPECIAL AREA PLAN AND RELATED DEVELOPMENT .� This is a First Amendment to the Development Agreement ("First Amendment") made this day of , 2026 by and between Miami Freedom Park, LLC, a Delaware limited liability company (the "Lessee" or "Developer"), and the City of Miami, Florida, a municipal corporation and a political subdivision of the State of Florida (the "City") (the Developer and the City are together referred to as the "Parties"). RECITALS WHEREAS, the City is the fee simple owner of approximately 131 acres of property in Miami - Dade County, Florida, located between NW 14d' Street to the South, NW 42 Avenue to the West, the City jurisdictional boundary on the North, and NW 37th Avenue to the East, within the City (the "Overall Property") shown and legally described in Exhibit "A"; and WHEREAS, in November of 2018, the electorate of the City approved the referendum to approve the negotiation of a ground lease and development agreement for the development of approximately seventy-three (73) acres of the Overall Property as a soccer stadium, entertainment center including food and beverage venues, offices, retail, hotel and conference center, public facilities, park space, and other ancillary commercial development (the "Leased Property"), shown and legally described in Exhibit "B"; and 1 Docusign Envelope ID: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. WHEREAS, Developer is a Delaware limited liability company which, pursuant to Resolution Nos. R-22-0156 and R-22-0157, adopted April 28, 2022, entered into that certain Ground Lease for Soccer Stadium, that certain Ground Lease for Miami Freedom Park Commercial Development, and certain related easement agreements with the City, all dated as of February 9, 2023, governing the Lessee's use of the Leased Property (collectively, the "Lease Agreements") and the Construction Administration Agreement (the "Construction Administration Agreement"); and WHEREAS, an application for approval of a Special Area Plan ("SAP") was filed on June 12, 2020 in order to develop the Leased Property as a soccer campus consisting of various uses, including a Major Sports Facility, Lodging, Commercial, and Office uses, along with other related amenities (the "Project" or "Miami Freedom Park SAP"); and WHEREAS, Chapter 163, Florida Statutes (2021), as amended from time to time, authorizes and provides for local governments to enter into development agreements with any person or entity having a legal or equitable interest in real property located within its jurisdiction; and WHEREAS, assurance to a developer that it may proceed in accordance with existing laws and policies, subject to the conditions of a development agreement, strengthens the public planning process, encourages sound capital improvement planning and financing, assists in assuring there are adequate capital facilities for the development, encourages private participation in comprehensive planning, and reduces the economic costs of development; and WHEREAS, the City Commission pursuant to Ordinance No. 14092, adopted September 13, 2022, approved the Future Land Use Map Amendment necessary to effectuate the Miami Freedom Park SAP; and WHEREAS, the City Commission pursuant to Ordinance No. 14093, adopted September 13, 2022, approved and accepted the tams Freedom Park Concept Book and Regulating Plan; and WHEREAS, the City Commission pursuant to Ordinance No. 14094, adopted September 13, 2022, has authorized the City Manager to execute the Development Agreement which was recorded on July 7, 2023 at Official Records Book 33783 at Page 2301 of the Public Records as Miami Dade County, Florida "Development Agreement"); and WHEREAS, the City Commission approved on November 11, 2025 pursuant to Resolution No. R-25-0502 the First Amendment to the Lease Agreements and Construction Administration Agreement; and WHEREAS, the City Commission approved on December 20, 2025 pursuant to Resolution No. R-25-0538 the Second Amendment to the Construction Administration Agreement; and WHEREAS, the City and Owner have agreed to enhance the Public Park with additional improvements as described in the Second Amendment to the Construction Administration Agreement and ,3.i WHEREAS, the City is desirous of delivering an enhanced park for its residents within JorplvIas Canosa Park at the Miami Freedom Park SAP Area; and --© WHEREAS, Section 14 of the Development Agreement and Exhibit D thereto identify car ain public benefits ("Public Benefits") provided in connection with the Project; and e� rr. 2 Docusign Envelope ID: 57282E96-0421-481B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. WHEREAS, the Parties desire to amend specific provisions of Section 14 and Exhibit D in order to update certain Public Benefits, without modifying, impairing, or otherwise affecting the remaining Public Benefits set forth in Exhibit D or Section 14 of the Development Agreement; and WHEREAS, except as expressly amended herein, all terms, covenants, obligations, and Public Benefits set forth in Section 14 and Exhibit D of the Development Agreement shall remain in full force and effect; and WHEREAS, the City Commission pursuant to Ordinance No. , adopted February 12, 2026, a copy attached as Exhibit "C," has authorized the City Manager to execute this First Amendment upon the terms and conditions set forth below, and the Developer has ,been duly authorized to execute this Agreement upon the terms and conditions set forth below; and NOW THEREFORE, in consideration of the mutual covenants contained herein, it is hereby understood and agreed: Section 1. Recitals. The above recitals are true and correct and incorporated and made a part of this agreement by reference. Section 2. Definitions. Capitalized terms shall have the definition as set forth in Section 3 of the Development Agreement or as otherwise defined herein. Section 3. Public Benefits Pursuant to the Development Agreement. Subsections i (Park Fund Contribution) and iii (Public Park Development) of Section 14 of the Development Agreement is hereby amended in the following particulars (underlined language is added and stricken language is deleted): i. Park Fund Contribution: Pursuant to Section 3.5(A) of the Construction Administration Agreement, Developer will 'make certain contributions for the improvements to City Parks the Public Park. iii. Public Park Development: Pursuant to Section 2.3 of the Construction Administration Agreement, Developer will complete the Environmental Work within the Public Park Parcel in accordance with the requirements set forth in Exhibit E of the Construction Administration Agreement and deliver to the City a public park within the Overall Property with such improvements as set forth in and pursuant to the terms of Exhibit D of the Construction Administration Agreement (Enhanced Park Design and Construction Addendum) of the Construction Administration Agreement. Exhibits E and D of the Construction Administration Agreement attached hereto as a part of Exhibit D of this First Amendment. The City Manager or designee shall be responsible for determining compliance with the obligations set forth in the Enhanced Park Design and Construction Addendum attached as part of Exhibit D of this First Amendment. Section 4. Exhibit D of the Development Agreement. Exhibit D of the Development Agreement is hereby deleted and replaced with revised Exhibit D attached to this First Amendment. Section 5. Amendment. Notwithstanding this First Amendment, all terms and conditions of the Development Agreement not in conflict with this Amendment shall remain in full force and effect and be binding upon the Parties. Except as expressly set forth in this First Amendment, all other provisions of Exhibit D are ratified, confirmed, and shall remain unmodified, unchanged, and in full force and effect, and shall continue to constitute binding Public Benefits under Section 14 of the Development Agreement. 3 Docusign Envelope ID: 57282E96-0421-4B1 B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Section 6. Counterparts. This First Amendment may be executed in counterparts and by electronic mail, each of which executed counterpart shall constitute the same agreement and shall be deemed an original and the signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart. Section 7. Successors and Assigns. All of the terms and conditions of this First Amendment shall apply to benefit and bind the successors and assigns of the respective parties. [Signatures on next page) ,.s Ara 4 Docusign Envelope ID: 57282E96-0421-4B1 B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. NOW, WHEREOF, the City and the Developer have caused this Agreement to be duly executed. Witnesses: Miami Freedom Park, LLC., a Delaware limited liability company Print Name: Print Name: STATE OF FLORIDA ) ss: COUNTY OF MIAMI-DADE ) By: Name: Title: The foregoing instrument was acknowledged before me by means of Elphysical 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 `_+ e: Notary Public, Con mission #: My Commission Expires: 5 4 Docusign Envelope ID: 57282E96-0421-481B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Signed in the presence of: Print Name: Print Name: ATTEST: By: Todd B. Hannon City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: CITY OF MIAMI, a municipal corporation of the State of Florida By: James Reyes City Manager APPROVED AS TO LEGAL FORM & x CORRECTNESS: By: By: David Ruiz, Interim Director Geo gC. Wysong III Risk Management Department City Attorney STATE OF FLORIDA ) SS COUNTY OF MIAMI-DAD) ) The foregoing instrument was acknowledged before me by means of ❑ physical presence or o online notarization, this day of , by James Reyes, as the City Manager of the CITY OF MIAMI, a municipal corporation of the State of Florida, for the purposes stated herein. He/She is personally known to me or has produced as identification. Notary Public - State of Florida My Commission Expires: 6 Docusign Envelope ID: 57282E96-0421-4B1 B-AAOD-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Exhibit A Legal Overall Property 7 Docusign Envelope ID: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Exhibit B Leased Property 8 Docusign Envelope ID: 57282E96-0421-4B1B-AAOD-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Exhibit C City Commission Ordinance rn CO N 1— •&. tom+ 9 Docusign Envelope ID: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Revised Exhibit "D" Public Benefits References The following provisions are referenced in Section 14 of the Development Agreement and are hereby incorporated by reference in the Development Agreement. 10 Docusign Envelope ID: 57282E96-0421-4B1 B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Park Fund Contribution: Pursuant to Section 3.5(A) of the Construction Administration Agreement, Developer will make certain contributions for the acquisition and improvements to City parks. 3.5 Community Contributions. (A) Park Fund Contribution. MFP shall contribute to the City $20,000,000.00, which the City shall use exclusively for the improvement and maintenance of the Public Park Parcel (the "Park Fund Contribution"). MFP shall contribute (i) fifty percent (50%) of the Park Fund Contribution ("Park Fund Contribution No. 1") upon the earlier to occur of (x) the date that is eighteen (18) months after the Lease Commencement Date, or (y) upon the issuance of the building permit for vertical construction of the Soccer Stadium Development (the Parties acknowledge that MFP satisfisi the obligation to deliver Park Fund Contribution No. 1 to the City on December 26, 2024) and (ii) the remaining fifty percent (50%) of the Park Fund Contribution ("Park Fund Contribution No. 2") shall be (i) applied by MFP towards improvements of the Public Park Parcel in the manner set forth in Exhibit D to this Agreement, as amended. The City shall hold Park Fund Contribution No. 1 in a separate and segregates! account specifically designated for the uses authorized herein. Prior to disbursement of any funds from such account, the City shall certify to MFP that the proceeds from such disbursement will be used for the purposes set forth herein and, upon request by MFP, the City shall provide MFP with a detailed accounting of the use of the proceeds maintained in such separate account. 11 Docusign Envelope ID: 57282E96-0421-4B1 B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Baywalk Contribution: Pursuant to Section 3.5(B) of the Construction Administration Agreement, Developer will make certain contributions for the benefit of the City's Baywalk-Riverwalk Projects. (B) Bavwalk Contribution. MFP shall pay the City $5,000,000.00 for the benefit of the Baywalk-Riverwalk Project (the "Baywalk Contribution"). MFP shall contribute (i) fifty percent (50%) of the Baywalk Contribution upon the earlier to occur of (x) the date that is eighteen (18) months after the Lease Commencement Date, or (y) upon the issuance of the building permit for vertical construction of the Soccer Stadium Development and (ii) the remaining fifty percent (50%) of the Baywalk Contribution upon the issuance of the building permit for the vertical construction of the Soccer Stadium Development. For the avoidance of doubt, in the event that the building permit for vertical construction of the Soccer Stadium Development is issued before the date that is eighteen (18) months after the Lease Commencement Date, MFP shall contribute one hundred percent (100%) of the Baywalk Contribution. The City shall hold the Baywalk Contribution in a separate and segregated account specifically designated for the uses authorized herein. Prior to disbursement of any funds from such account, the City shall certify to MFP that the proceeds from such disbursement will be used for the purposes set forth herein and, upon request by MFP, the City shall provide MFP with a detailed accounting of the use of the proceeds maintained in such separate account. 12 Docusign Envelope ID: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Public Park Development: Pursuant to Section 2.3 of the Construction Administration Agreement, Developer will complete the Environmental Work within the Public Park Parcel in accordance with the requirements set forth in Exhibit E of the Construction Administration Agreement and deliver to the City a public park within the Overall Property with such improvements as set forth in and pursuant to the terms of Exhibit D of the Construction Administration Agreement (Enhanced Park Design and Construction Addendum) of the Construction Administration Agreement. Exhibits E and D of the Construction Administration Agreement attached hereto as a part of Exhibit D of this First Amendment. The City Manager or designee shall be responsible for determining compliance with the obligations set forth in the Enhanced Park Design and Construction Addendum attached as part of Exhibit D of this First Amendment. 2.3. Park Rehabilitation and Environmental Work. MFP shall complete (i) the Park Site Development on behalf of the City in accordance with the program elements set forth in Exhibit D to this Agreement (Enhanced Park Design and Construction Addendum), as amended, and (ii) the Environmental Work in accordance with the requirements set forth in Exhibit E (the "Environmental Project Requirements"), as may be modified, and in compliance with, the "Soil Management Plan and Conceptual Engineering Control Plan for Miami Freedom Park' -approved by DERM, which plans, for avoidance of doubt, remain subject to the City's rights under Section 4.2(F). MFP shall be responsible for the selection, oversight, and management of all portions of the Park Site Development and 'Environmental Work, including, but not limited to, engaging all contractors and consultants necessary to design, construct and remediate and complete all Environmental Work in a diligent, competent and professioi l manner, all in accordance with the provisions of this Agreement, Environmental Laws and Applicable Laws. 13 Docusign Envelope ID: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Exhibit D to Construction Administration Agreement Exhibit D Enhanced Park Design and Construction Addendum F�9 F 12:40 y Section 1. Purpose; Conflicts. This Addendum is intended to govern the design and construction of the Park Site Development within the Public Park Parcel and shall serve as supplemental terms and conditions to the Construction Administration Agreement between MFP, IMS, and the City dated February 9, 2023, as amended (the "CAA"). In the event of a conflict between terms or conditions set forth in this Addendum and the terms or conditions in another portion of the CAA, the provisions of this Addendum will govern: Section 2. Definitions. Capitalized terms not otherwise defined by this Addendum shall have the meaning set forth in the CAA. The following terms shall apply to this Addendum: "AIPP Contribution" shall mean a contribution in the amount required pursuant to the AIPP Ordinance. "AIPP Ordinance" shall mean the ordinance codifying the City's Art in Public Places requirements, as set forth Chapter 62, Article XVI, of the City of Miami Code of Ordinances. "Base Park Condition" shall mean the, improvement of the Park as originally contemplated in Exhibit Daof the CAAprior to any amendments thereto. For the avoidance of doubt, the :intent of the Parties is to proceed with -the Enhanced Park Plan, as hereinafter defined, in lieu of the BasePark Condition. "City Approval Process" shall mean, with respect to any request by MFP to City for approval of, or consent to, a particular item,punder this Addendum that requires City's approval or consent as owner of the Public Park Parcel, that (a) City shall not unreasonably 'withhold, condition or delay such approval or consent, (b) MFP's request shall include any supporting documentation actually required for the City to assess the compliance of the request.'ith the requirements of this Addendum, (c) City shall grant or deny such request prior to thedeadline for such approval or denial set forth in this Addendum (provided, however, thatX the City provides MFP with written notice within ten (10) Business Days of the request'tl%at,MFP has not provided the City with any required documentation in accordance the preceding provision (b), and such notice specifies with particularity what additional documentation is actually required for the City to make its determination, then the City's deadline to approve or deny the request shall be tolled until MFP provides the City with the additional documentation actually required); (d) any denial shall specify the reasons for such denial (which must be consistent with the terms of this Addendum) and, if applicable, any proposed modifications that will render MFP's request acceptable; and (e) City's failure to respond within such period shall toll any of MFP's deadlines for performance under this Addendum for which the applicable consent or approval is required from the expiration of the provided period until such time that pending response from City is received (provided that the failure of the City to approve a payment application, as set 14 Docusign Envelope ID: 57282E96-0421-4B1 B-MOD-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. forth in Section 5 of this Addendum, shall not toll any time periods to achieve Park Site Development Completion). For the avoidance of doubt, the City Approval Process shall not apply to any approvals or consents to be made by the City in its regulatory capacity, including zoning and permitting approvals. "Construction Work" shall mean any and all construction work performed by MFP, its contractors, subcontractors, agents or employees relating to or in connection with this Addendum. r=' 'Eligible Costs" shall mean the following hard costs, softs costs and expenses paid by .,, • NI -FP to third parties directly attributed to the Park Site Development, including supplies, materials, equipment, transportation and temporary storage of such supplies, materials or CIN tw equipment, installation, dismantling, maintenance and removal of supplies, materials or • equipment, ten ora facilities (includingfencing), temporary machinery, rental charges, • communication services, maintenance, labor, bonding and insurance premiums, permit f• ees. engineering or architects' fees or other similar professional fees or costs, third -party contractor's profit and overhead, and such other items set forth in the lump sum construction contract for the Park Site Development, which lump sum contract requires approval by the City pursuant to Section 5(a) of this Addendum, but specifically excluding attorneys' fees, liquidated damages for which MFP is responsible pursuant to Section 11 of this Addendum (for avoidance of doubt such fees shall not be passed through to contractors as Eligible Costs), the exclusions identified in the definition of Park Allowance, and other expenses not set forth herein. "Enhanced Park Plan" shall mean the preliminary concept design site plan approved by the City and set forth in Attachment "11." attached hereto and incorporated herein. "Existing Park Permit" shall mean City of Miami Building Permit No. BD25003093001 issued on ]. 2026, by the City of Miami, which sets forth the improvements contemplated by the Base Park Condition and which the Parties contemplate will be modified by MFP to incorporate the Enhanced Park Plan. "Park Allowance" shall mean the combined value of Park Fund Contribution No. 1, Park Fund Contribution No. 2, and the Park Fund Credit. Notwithstanding any language contained herein to the contrary, in no event shall the Park Allowance be utilized for any costs or expenses. i wired to complete the Environmental Work, including, p (��a3� , without P g limitation, the Environmental Project Requirements; (ii) resulting from any unknown site conditions that would'have been required to be resolved or mitigated in connection with the construction of the Improvements contemplated under the Base Park Condition; (iii) attributable to the design and construction of the Woonerf expansion identified in Attachment "4" as Phase 4; (iv) required for the relocation of existing utilities, including without limitation the cost of restoring above -ground improvements, that would have been required to be relocated or restored in connection with the construction of the Improvements contemplated under the Base Park Condition; or (v) not otherwise included within the list of Eligible Costs; it being the intent of the Parties that MFP shall be 15 Docusign Envelope ID: 57282E96-0421-4B1 B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. L f 1.(_ responsible for those matters identified above, at its sole cost and expense, without any reduction of the Park Allowance or credit to MFP whatsoever. "Park Fund Contribution No. 1" shall mean half of the Park Fund Contribution paid to the City pursuant to Section 3.5(A) of the CAA in the amount of Ten Million and 00/100 Dollars ($10,000,000.00), which contribution was delivered by MFP to the City on December 26, 2024. J'ark Fund Contribution No. 2" shall mean the contribution, as contemplated by Section i5(A) of the CAA, by MFP of value in the form of improvements to the Public Park Parcel N pursuant to the terms of this Addendum valued at Ten Million and 00/100 Dollars ($10,000,000.00). a- rnrk Fund Credit" shall mean a contribution of value in the form of improvements to 'the -=Public Park Parcel valued at the reasonable market cost of those items as set forth on • Attachment "2," which attachment includes an itemized list of improvements La — ▪ ,contemplated by the Base Park Condition and the market cost associated therewith, plus `; an amount equal to the AIPP Contribution attributable to such Base Park Condition. Parties 'have agreed that the Park Fund Credit is equal to $9,947,000; provided, however, such amount shall be subject to modification as follows: (i) the City may, within thirty (30) days of City's receipt of the initial reconciliation of the MFP Expenditures for Phase 1 (as contemplated by Section 5(d) of this Addendum), object in writing to the cost of any particular item contained on the list set forth in Attachment "2;" (ii) the City's objection may only be based on a discrepancy between the actual costs for such item, as reflected in such interim reconciliation report for Phase 1, and the comparable item on the list set forth in Attachment "2;" and (iii) the Parties, thereafter, will negotiate in good faith a final adjusted amount of the Park Fund Credit, taking into consideration the actual item costs reflected in Attachment "2," as equitably adjusted to reflect relevant differences in the compared items (e.g., differences in quantities or differences in material type), but shall in no event be less than $9,947,000. "Park Site Development" shall mean those certain Park Improvements to the Public Park Parcel that are to be constructed in accordance with this Addendum, and all Construction Plans, Park Project Requirements, Applicable Laws, and all standards and specifications set forth herein. In no event shall the CAA or this Addendum serve to limit the City's rights upon completion of the Park Site Development to subsequently modify the Public Park Parcel or further improve the Public Park Parcel beyond the improvements contemplated by the Park Site Development; provided, however, that such development shall remain subject to the limitations set forth in Section 13.3 of the Commercial Lease and the Stadium Lease. "Park Site Development Completion" shall mean the date on which MFP completes (i) the Park Site Development for the applicable Phase (as defined herein) as evidenced by the issuance of a temporary certificate of occupancy for the improvements in the applicable Phase and (ii) the Environmental Work for the applicable Phase as evidenced by the issuance of an engineer's report by the engineer of record indicating that the Environmental 16 Docusign Envelope ID: 57282E96-0421-461B-MOD-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Work on the Public Park Parcel has been completed to the point that the applicable portion of the Park may be opened for public use (the "Engineer's Report"). Notwithstanding the foregoing, Park Site Development Completion for an applicable Phase shall be deemed ,complete for the purpose of calculating liquidated damages if, as of the date that MFP has 'Itherwise satisfied both requirements (i) and (ii) above, the only remaining Construction 'Work is the installation of any Specialty Items. The foregoing does not waive or diminish MFP's obligation to (x) promptly and diligently complete the Park in the manner required herein, including, without limitation, the installation of Specialty Items (with MFP Lti rn retaining the obligation to use commercially reasonable efforts to expeditiously complete CD sucfi installation upon delivery of the items to MFP or its contractors) and (y) promptly and • diligently obtain DERM's written acceptance and approval of the Engineer's Report (the • 'DERM Acceptance") and, for avoidance of doubt, the City shall not be entitled to • Liquidated damages if the City's basis for not issuing a temporary certificate of occupancy 'or the Park Site Development is the failure of MFP to obtain DERM Acceptance provided that MFP has delivered to the City the Engineer's Report. The issuance of an NFA Determination is not necessary to achieve Park Site Development Completion. Notwithstanding the foregoing or any language contained in this Addendum to the contrary, in no event shall any language contained in this Addendum serve to modify or condition MFP's obligations to obtain an NFA Determination at MFP's sole cost and expense for the Parent Tract, including, without limitation, the Public Park Parcel, in the manner set forth in the CAA. "Park Improvements" shall mean the park equipment, facilities, amenities, buildings, parking areas, , above and below surface improvements, utilities, utility lines and appurtenant equipment, vaults, infrastructure, landscaping, hardscape, pathways, trails, lighting (including poles, fixtures, and related electrical components), irrigation systems, stormwater management systems, site drainage facilities, site furnishings (including benches, trash receptacles, bike racks and similar items), security systems, perimeter fencing, retaining walls, signage including wayfinding/directional signage, and similar park -related improvements, and other improvements to be developed and constructed on, above or below the Public Park Parcel or a portion thereof, and all fixtures located or to be located therein for the development of the Park on the Public Park Parcel in order to complete Park Project Requirements and in accordance with the requirements of this Addendum. "Park Project Requirements" shall mean the program elements, Park Improvements, and obligations relating to the Park Site Development to be completed by MFP on behalf of the City, all in accordance with this Addendum, the Construction Plans, all applicable laws, and all standards and specifications set forth herein, together with the Environmental Work and related obligations required to be performed by MFP pursuant to Section 2.3 and Exhibit E of the CAA, which Environmental Project Requirements (as such term is defined in the CAA) are incorporated herein by reference and made a part of the Park Project Requirements for all purposes. "Specialty Items" shall mean any equipment or material that require customs fabrication (rather than off -the -shelf items), including, but not limited to, specialty steel, custom glass 17 Docusign Envelope ID: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. or cladding systems, custom HVAC units or chillers,. or- i s tiatrre ljr unique engineering or assembly, which, after notice by MFP identifying sucfi` its as 15ecialty Items, the City elects in writing to obtain and install the same in the Enhanced Part Section 3. MFP's Obligation to Construct the Park. MFP shall develop and construct the Park Site Development on the Public Park Parcel in accordance with the Park Project Requirements and subject to the Public Park Phases, as may be amended. MFP will achieve Park Site Development Completion by Phase in accordance with the milestone dates set forth in Attachment "3" attached hereto and incorporated herein (the "Public Park Milestones"), subject to Unavoidable Delays and delays caused by the City in its proprietary capacity as owner. The Parties expressly acknowledge that the Park is intended to be developed, constructed, operated and maintained as a public park for the use, enjoyment, and benefit of the general public, and not for the private use or exclusive benefit of MFP or any other private party. Notwithstanding anything set forth in this Addendum to the contrary, the Parties acknowledge that MFP's obligation to construct (and to comply with the Public Park Milestones) is subject to the availability of funds and, upon extinguishing the funds available from the Park Allowance, MFP shall have no further obligation to complete construction (or achieve the applicable Public Park Milestone to the extent such work would require funding in excess of the Park Allowance) unless and until the City, in its sole and absolute discretion, elects to (x) timely fund amounts in excess of the Park Allowance or (y) approves modifications to the Construction Plans (and, if necessary, provides corresponding extensions of time) to reduce costs thereof such that such work will be completed with the funds remaining available from the Park Allowance; provided, however, that notwithstanding the foregoing, MFP shall remain responsible for the completion of those matters that the MFP has agreed to complete at its sole cost and expense under this Addendum, including, without limitation, the development of the woonerf road as contemplated in Phase 4 and the Environmental Work within the Public Park Parcel in accordance with the Soil Management Plan and Conceptual Engineering Control Plan for Miami Freedom Park approved by DERM, and as otherwise necessary to achieve the NFA Determination. For purposes of the construction of the Enhanced Park as set forth in this Addendum, (x) the phrase "Material Litigation Event" in the definition "Unavoidable Delays" shall include a litigation seeking to stop, materially delay, or materially impede the commencement or continuation of construction on the Public Park Parcel and (y) the term "Unavoidable Delays" shall include a day -for -day extension to the deadlines for achieving Park Site Development Completion for rain delays (which means any day with respect to which Section 4. Enhanced Park Plan. The City hereby approves the Enhanced Park Plan, which includes the overall master plan for the Public Park Parcel. The development of the Enhanced Park Plan is divided among several phases, each with a corresponding list of improvements to be accomplished in each respective phase as set forth in Attachment "4," attached hereto and incorporated herein (collectively, the "Public Park Phases" and each, a "Phase"). The Parties agree to work collaboratively to finalize the design of the Park consistent with the Enhanced Park Plan and incorporate such changes into the Construction Plans, subject to changes as may be necessary or requested by the City and subject to the provisions of this Addendum, including without limitation, modifications required to conform the Construction Plans to the Park Allowance, as set forth in Section 5 below. Except as provided herein, the Parties acknowledge that the design of the Park shall be in the City's sole and absolute discretion and that MFP may 18 Docusign Envelope ID: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. only modify the Enhanced Park Plan (through incorporation of changes into the Construction Plans) as necessary to address regulatory requirements, the budgeting process set forth in Section 5 below, or such other changes approved by the City at its sole and absolute discretion. Upon approval of the Construction Plans, the City may not make any modifications thereto that will cause delays in MFP achieving Park Site Development Completion, except to the extent that the City authorizes an equivalent extension of time and, if applicable, makes available the necessary funds from the Park Allowance to pay for the proposed modifications to the Construction Plans. Notwithstanding the foregoing, the Parties acknowledge that the actual construction of the Park may deviate from the Enhanced Park Plan and the Construction Plans as necessary to accommodate field construction requirements and/or in response to recommendations or requirements from applicable governmental authorities. Section 5. Budget and Funding. (a) The Park Site Development shall be paid utilizing funds not to exceed the Park Allowance. Accordingly, City shall utilize Park Fund Contribution No. 1, and MFP shall utilize Park Fund Contribution No. 2 and the Park Fund Credit, to fund the Park Site Development. The Construction Plans shall be modified, as set forth herein, to include only those improvements that the Parties reasonably estimate can be delivered and installed pursuant to the Public Park Milestones and without exceeding the Park Allowance, inclusive of all Eligible Costs for the Park Site Development together with a ten percent (10%) contingency. Prior to the start of construction of each Phase of the Park, MFP shall submit to the City a lump sum construction bid for the development and construction of the applicable Phase, including a detailed breakdown of costs, for the City's review and approval and shall further deliver (x) a payment and performance bond from the contractor conforming to the requirements of Section 3.4 of the CAA that covers the scope of the Construction Work contemplated for the applicable Phase and (y) proof reasonably satisfactory to the City that MFP has set aside sufficient funds for the completion of the Construction Work for the applicable Phase. The proof of funds may be through the segregation of funds in a separate account or the establishment of a special reserve with respect to the construction loan proceeds and confirmed to the City in writing pursuant to a confirmatory or comfort letter provided by the applicable construction lender confirming that the funds are reserved and restricted for such purposes. The City's review and approval of any construction bid shall not be construed as the selection of any vendor by the City and is undertaken solely to confirm pricing and compliance with the terms of this CAA, including confirmation that the costs set forth in the lump sum contract constitute Eligible Costs. Such review and approval shall not waive or diminish any of the City's rights under this Agreement (other than confirmation of Eligible Costs), nor reduce MFP's obligations. The City retains all rights to enforce the obligations set forth in this CAA, as amended, notwithstanding any such approvals. (b) The construction bid provided by MFP shall be based upon prevailing market rates and shall include line items identifying those items to be purchased directly by the City pursuant to the City's Tax -Exempt Transactions/Direct Purchasing Program 19 Docusign Envelope ID: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 6:J o cA (the "Owner -Furnished, Contractor -Installed Items" or "OFCI Items") and, if available, the cost thereof (excluding any associated sales tax pursuant to the City's Tax -Exempt Transactions/Direct Purchasing Program). (c) In the event a construction bid for each applicable Phase exceeds the amount of the Park Allowance that remains available, City, in its sole discretion, shall either (a) modify and/or prioritize the scope of work for the development and construction of the Park to ensure that the cost does not exceed the available portion of the Park Allowance, or (b) pay to MFP the amount in excess of the Park Allowance, provided that any commitment to pay amounts in excess of the Park Allowance shall be subject to compliance with the City's procedural and legal requirements, including, but not limited to, procurement requirements, budgetary requirements, and approval by the Miami City Commission, as may be deemed necessary. Notwithstanding anything in this Addendum to the contrary, MFP shall not enter into any contract with a contractor or consultant that is a Disqualified Person, as such term is defined in the Stadium Lease. The contracts entered into by MFP with contractors and consultants for the Park Site Development shall require such contractors and consultants to comply with all Applicable Laws. (d) Prior to the issuance of any payment to contractors or consultants related to the Park Site Development, MFP shall promptly provide the City with payment applications and lien waivers provided by such contractors and consultants. The City shall have two (2) business days after the City's receipt of a payment application to review, provide comments, and approve such payment application. MFP will not make payment pursuant to a payment application until the earlier of the City's approval thereof or after expiration of such period. Any review or approval by the City shall be for administrative purposes only and shall not constitute acceptance of the work, approval of the amount paid, or a waiver of any of the City's rights, claims, or remedies under this Agreement or applicable law, all of which are expressly reserved. In no event shall any failure of the City to approve a payment application toll any MFP deadlines or the Park Milestone; provided that, notwithstanding an objection by the City, MFP may make payment to its contractors and consultants two (2) business days after delivery of the payment application to the City, subject to the City retaining the right to challenge the inclusion of such disputed payments as Eligible Costs. (e) Within ninety (90) days after Park Site Development Completion of Phase 4, (or, if prior to the completion of Phase 4 the Park Allowance is fully expended, then within ninety (90) days following the completion of the earlier Phase in which the Park Allowance, together with any amounts actually funded by the City as a supplement to the Park Allowance in accordance with this Addendum, is fully exhausted), MFP shall submit to City a final reconciliation of the actual Eligible Costs to develop and construct the Park Site Development (the "MFP Expenditures") in a form reasonably satisfactory to City as required to reasonably verify the MFP Expenditures in conjunction with the Park Allowance. MFP shall also provide to the City interim reconciliation reports setting forth the MFP 20 Docusign Envelope ID: 57282E96-0421-4B1 B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. NP w La— rn Expenditures upon achieving Park Site Development Completion for an applicable Phase within sixty (60) days of Park Site Development Completion for such Phase. The MFP Expenditures are exclusive of the Park Fund Contribution No. 1, which are set aside by the City to pay for OFCI Items; to pay for applicable permitting fees, including compliance with the City's Art in Public Places Ordinance; or to pay for any other Park -related expenses, including, without limitation, maintenance expenses. Together with the final reconciliation of the MFP Expenditures, MFP shall pay to the City all amounts of the Park Allowance that exceed the MFP Expenditures due to cost savings or remaining contingency funds less any amounts held in reserve to resolve any then pending disputes with contractors or other third parties related to the Park Site Development (the amount of such excess being referred to as the "Park Allowance Savings"). If the pending disputes are resolved for less than the amount held in reserve to resolve such matter, MFP shall, within thirty (30) days of the resolution of such dispute, deliver the excess amount held in reserve to the City. Notwithstanding the foregoing or the City's acceptance of the Park Allowance Savings, City shall retain the right to audit the MFP Expenditures for a minimum of three (3) years after Park Site Development Completion for the last Phase to confirm compliance herewith. Section 6. City Direct Purchasing Program. The City has received Park Fund Contribution No. 1, which amount shall be used by the City in the manner specified herein. Contractors engaged by MFP for the completion of the applicable Phase of the Park Site Development shall be required to comply with the City's Direct Purchasing Program Guidelines attached hereto as Attachment "5." The Parties agree that, other than purchases made h� the City toward the Park Site Development utilizing Park Fund Contribution No. 1, the City shall not be obligated to make any purchase or expend any other funds toward the Park Site Development or any other component of the Park Project Requirements, except at its option in the manner set forth in Section 5 (above). Any expenditures made by the City shall be subject to compliance with all Applicable Laws, including, without limitation, Sections 255.20 and 287.055, Florida Statutes, to the extent applicable. Section 7. Construction Plans. (a) Submission MFP shall submit to City, for approval in its proprietary capacity, the Construction Plans (as defined below) for the construction of each applicable Phase of the Park Site Development. MFP's submission shall occur contemporaneously with the submission of such Construction Plans for regulatory approval to the City and other applicable regulatory agencies. Notwithstanding the contemporaneous submission, MFP acknowledges that the City's review process of the Construction Plans set forth herein shall be in addition to any permitting process required by the City and other regulatory agencies. 21 Docusign Envelope ID: 57282E96-0421-4B1B-MOD-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Ir The Construction Plans presented to the City for review and approval shall be in substantial conformity with the Enhanced Park Plan and shall include the plans and specifications, drawings, calculations and data setting forth in reasonable detail the Construction Work MFP proposes to perform for each applicable Phase, along with the manner of and critical path timeline for performing the same ("Construction Plans"). The proposed materials, fixtures, machinery and equipment to be installed or used in the development and construction of the Park Site Development, such as playground and exercise equipment, shall adhere to park design standards which may be established by the City of Miami Parks Department; provided, however, that materials, fixtures, machinery and equipment approved by the City pursuant to the construction plan approval process set forth in Section 7(b) shall be deemed, for all purposes, to comply with such park design standards. (b) Construction Plans Approval Within fourteen (14) days following City's receipt of MFP's Construction Plans, City, in its proprietary capacity, shall give its written approval or disapproval thereto in accordance with the City Approval Process. In the event that City disapproves, City must do so by providing written notice setting forth, without limitation, a reasonable explanation of the reason(s) for City's objection(s) to allow MFP to modify accordingly (provided, however, that such reason(s) must conform to the list of permitted objections as set forth below). MFP shall, within fourteen (14) days of receipt of such notice, object to the reasons listed in the City's disapproval notice or modify the Construction Plans in accordance with the reasons set forth in City's disapproval notice. City shall be required to approve or disapprove by written notice to MFP any resubmitted Construction Plans within fourteen (14) days of its receipt of same in accordance with the City Approval Process (provided that the disapproval notice must contain the same detail as required above). City and MFP shall cooperate to resolve any disagreement regarding the Construction Plans. City may refuse to grant approval only if, in its reasonable opinion, any of the proposed Construction Work as set forth in the Construction Plans: (i) is unsafe, unsound, hazardous or improper for the use and occupancy for which it is designed; or (ii) is designed for use for purposes other than those authorized under this Addendum; or (iii) is inconsistent in any material respect with the approved Enhanced Park Plan as modified in accordance with the terms of this Addendum from time to time or otherwise by mutual agreement of the parties; or 22 Docusign Envelope ID: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. (iv) is inconsistent in any material respect with changes requested by the City (including, without limitation, at the time of the requested approval) and at the City's sole discretion, provided that if the City wishes to make changes that materially deviate from the approved Enhanced Park Plan, then the City and MFP shall agree upon an extension of time to achieve Park Site Development Completion for the applicable Phase equivalent to the time reasonably necessary to implement such change and, if applicable, makes available the necessary funds from the Park Allowance to pay for the proposed modifications; or (v) is inconsistent in any material respect with the Enhanced Park Design Standards; or (vi) does not comply with any Applicable Laws (except to the extent such non- compliance may be lawfully authorized pursuant to permits, variances, approvals or consents that MFP is actively seeking or is entitled to seek in connection with the work); or C.G.. (vii) is otherwise inconsistent in any material respect with the terms of this CA N Addendum. Lg a- Notwithstanding the foregoing, any change to the Construction Plans that is as ` required by any regulatory authority of jurisdiction, including, but not limited to, City of Miami, the County, the Miami -Dade County Division of Environmental Resources Management, the Miami -Dade County Water and Sewer Department, ' and the State of Florida, shall only require City's approval to the extent of E ' confirming, through the City Manager or his/her designee, that the change was required by the regulatory authority. MFP shall be required to provide City with documentation from the applicable authority evidencing the required change. City shall have fourteen (14) days from the receipt of the documentation to either (a) agree that the change was required by the regulatory authority or (b) request additional documentation evidencing the veracity of the request, in each case, in accordance with the City Approval Process; provided, however, that the City may, prior to the expiration of such deadline, extend such deadline by up to an additional fourteen (14) days by providing written notice to MFP, and MFP's deadlines under this Addendum shall be tolled for the duration of such extension. Further, MFP may make non -material revisions to the Construction Plans and revisions necessary due to unknown site conditions subject to City's approval, which shall not be unreasonably withheld, conditioned, or delayed. The City reserves the right to require reasonable changes to address the regulatory requirements pursuant to City - approved changes to the Construction Plans. Section 8. Construction Warranties. MFP shall require and assign to City all warranties and guaranties issued by all consultants, contractors, subcontractors, manufacturers, or suppliers (collectively the "Contractor Controlled Parties") that furnish work, labor, materials, equipment, or services in connection with the Park Site Development (collectively, the "Construction 23 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Docusign Envelope ID: 57282E96-0421-4B1 B-AA0D-A3C00276DAF8 Warranties"). The Construction Warranties for the Park shall require the Contractor Controlled Party who supervised or performed the Construction Work, or supplied the equipment alleged to be defective, to correct all Construction Work found by the City to be defective in material and workmanship or not in conformance with the Construction Plans for a period of one (1) year following the issuance of a final certificate of occupancy (the "Warranty Term"). Construction Warranties shall also warrant, as applicable, that all materials and equipment furnished will be new unless otherwise specified and that all of the Construction Work will be of good quality, free from faults and defects. All Work not conforming to the Construction Plans, including substitutions not properly authorized, may be considered defective. The Construction Warranties shall not be limited by any other provisions herein or MFP's contract with any Contractor Controlled Party. Each Contractor Controlled Party shall further provide or assign all manufacturers' warranties to the City, as applicable. All warranties, expressed and/or implied, shall be made available to the City for material and equipment covered by the Construction Plan. At no expense to the City, each Contractor Controlled Party shall be required to correct any and all apparent and latent defects that the City notifies MFP and the appropriate Contractor Controlled Party within the Warranty Term. To the extent the Construction Warranties are assigned by MFP to City, the Construction Warranties shall nevertheless remain jointly enforceable by both Parties. The City shall provide the general contractor and any other contractors for the Park with access to the relevant Public Park Parcel at no charge in order to perform any remedial work covered by a warranty; provided, however, that (i) prior to commencing any remedial work, all such contractors shall be required to comply with the insurance, bonding, and other pre -construction requirements of this Addendum and other access requirements as may reasonably be required by City, and (ii) all such contractors shall use commercially reasonable efforts to mitigate impacts to operations of the relevant Park Site Development during its repair of defects (and the construction agreements for such contractors shall require compliance with the foregoing requirements). Section 9. Development. =(a) MFP shall apply to the City for modifications to the Existing Park Permit to incorporate the Park Improvements contemplated for Phase 1 within ten (10) c=:r business days after the Effective Date of Second Amendment to the CAA and to t_ a - incorporate the Park Improvements contemplated for all the other Phases within ``- thirty (30) days after the City's approval of the Construction Plans for the relevant Phase. Upon submission of the applicable permit modifications, MFP will use commercially reasonable efforts to obtain all applicable approvals and Permits and modifications to existing Permits from all applicable governmental authorities that are required for the commencement of the development and construction of the applicable Phase of the Park Site Development. (b) With respect to the Park Site Development, the City shall be responsible for (x) obtaining approvals related to compliance with the AIPP Ordinance and (y) making the AIPP Contribution or, if applicable, purchasing and installing any work of art necessary to comply with the AIPP Ordinance. In the event all other requirements have been satisfied, and the only issue(s) pending for the issuance of a building permit or the Certificate of Occupancy is the failure of the City to meet its obligations under the AIPP Ordinance, then MFP shall be granted a day -for -day 24 Docusign Envelope ID: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. cv iv CrN extension to achieve completion of the applicable Phase as set forth in the Public Park Milestones until such AIPP obligations have been satisfied. (c) The City will reasonably cooperate with MFP to permit for MFP to install fencing and other barriers within the Public Park Parcel, including within completed Phases, (x) to the extent necessary to comply with applicable requirements to obtain a phased approval from DERM or other applicable governmental entities related to the use of the Public Park Parcel, or (y) to address construction -related activities necessary to complete other Phases. The cost associated with such fencing shall constitute an Eligible Cost; provided, however, that MFP may not include in the calculation of Eligible Cost any cost associated with such fencing or other barriers in excess of $100,000, and any amount in excess shall be MFP's sole responsbility. Section 10. Liquidated Damages. If MFP fails to timely achieve Park Site Development Completion with respect to Phases 1 or 2 by the applicable Public Park Milestone (as adjusted or modified pursuant to the terms of this Addendum), MFP will pay to City, as liquidated damages (but not a penalty): (i) One Thousand and 00/100 Dollars ($1,000.00) per calendar day for the first fifteen (15) calendar day period, (ii) Two Thousand Five Hundred and 00/100 Dollars ($2,500.00) per calendar day for the next fifteen (15) calendar day period, and (iii) Ten Thousand and 00/100 Dollars ($10,000.00) for each and every calendar day thereafter until MFP achieves Park Site Development Completion (as adjusted or modified pursuant to the terms of this Addendum) for Phases 1 and 2. If MFP fails to timely achieve Park Site Development Completion with respect to any Phase other than Phases 1 or 2 by the applicable Public Park Milestone (as adjusted or modified pursuant to the terms of this Addendum), MFP will pay to City, as liquidated damages (but not a penalty) Ten Thousand and 00/100 Dollars ($10,000.00) for each and every calendar day thereafter until MFP achieves Park Site Development Completion (as adjusted or modified pursuant to the terms of this Addendum) for the applicable Phase. For the avoidance of doubt, the liquidated damages shall be on non -cumulative basis (i.e., the City will only be entitled to recover liquidated damages for a single daily amount for any one day of delay regardless of whether there exists on such date delays with respect to multiple Phases, provided that the applicable daily amount shall be the highest liquidated damages amount in effect for any delayed Phase). For purposes of assessing liquidated damages, the date on which MFP achieves Park Site Development Completion for each Phase shall be deemed to be the date on which MFP delivers to the City written confirmation received from the engineer of record that MFP has achieved substantial completion of the applicable Phase (the "Substantial Completion Report"), provided that MFP obtains a temporary certificate of occupancy for such Phase within thirty (30) days after City's receipt of such confirmation. If a temporary certificate of occupancy is not obtained within such thirty (30) day period, liquidated damages shall commence as of the expiration of that period. Prior to the submittal of the Substantial Completion Report, the City hereby agrees to facilitate meetings between MFP and the appropriate building officials to identify any work necessary to obtain the temporary certificate of occupancy for the applicable Phase and, thereupon, to expedite any inspections necessary to obtain such temporary certificate of occupancy, each without waiver of the City's sovereign prerogatives and rights as set forth in Section 2.13 of the CAA. MFP and the City acknowledge that the City will incur substantial economic damages and losses if MFP fails to achieve completion of the Public Park Milestones. These damages are 25 Docusign Envelope ID: 57282E96-0421-4B1 B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 12.42 difficult and impractical to compute with certainty. In stipulating Sikh amouni, ihe"Piave considered numerous factors, including without limitation, the following (i)'tIIe,'substantial expense incurred by the City as a result of the delay, including without limitation the cost of staff or third parties to oversee development as well as park operations, (ii) failure of anticipated park programming, (iii) the possible reduction in value and marketability of the land and surrounding development arising from the failure to incorporate the park, and (iv) reputational and other detrimental effects on the City of Miami community. The liquidated damages set forth herein shall be the sole and exclusive remedy available to the City with respect to the damages incurred by the City as a result of MFP's failure to achieve completion of the Park Site Development by the Public Park Milestones, as applicable. The Parties further acknowledge that the liquidated damages are a reasonable forecast of just compensation for the financial harm caused by a delay and do not constitute a penalty. Payment of the liquidated damages shall be made within thirty (30) days of notification by the City that MFP did not timely achieve Park Site Development Completion for the applicable Phase, which notification shall set forth the City's calculation of the amount of liquidated damages due to the City. Notwithstanding anything to the contrary herein, the Parties acknowledge that a failure by MFP to pay the liquidated damages when due shall constitute a default under this CAA that is separate and distinct from MFP's failure to complete Park Site Development by the Public Park Milestones. Therefore, upon a failure by MFP to pay liquidated damages, the City shall be entitled to seek such other rights and remedies available to the City. Section 11. Stadium and Parking Certificate of Occupancy. The Park Site Development Completion is independent of the Completion of the Stadium Project and other structures within the Demised Premises; provided, however, that MFP will not receive a final certificate of occupancy for the Stadium or the parking structure subject of City of Miami Building Permit No. [ : ,j (the "Parking Garage") prior to Park Site Development Completion of Phases 1 and 2. Notwithstanding any language contained herein to the contrary, MFP shall submit to the City the Construction Plans (as contemplated by Section 7(a) of this Addendum) for Phases 1 and 2 for approval no later than March 15, 2026 and the City shall provide its proprietary review and approval thereof no later than May 15, 2026; in the event that MFP provides such Construction Plans for City'sproprietary approval on or before March 15, 2026 and the City fails to provide its proprietary approval thereof on or before May 15, 2026, the foregoing restriction on the issuance of a final certificate of occupancy for the Stadium and Parking Garage shall be released and MFP shall have the right to seek a final certificate of occupancy for the Stadium and Parking Garage. The foregoing shall not serve to waive any of the City's sovereign prerogatives and rights as set forth in Section 2.13 of the tAA. Section 12. Review. Upon reasonable prior notice to MFP, City shall have the right, at any time, through its duly designated representatives, to inspect and test the Construction Work to confirm compliance with the CAA and this Exhibit, including compliance with the Enhanced Park Plan and the Construction Plans. Notwithstanding the foregoing, no such inspection or testing shall unreasonably interfere with the Construction Work. MFP shall provide City, upon request, with all available correspondence with governmental authorities and relevant materials, plans, or reports in MFP's possession or control associated with the permitting process for the Park. 26 Docusign Envelope ID: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Section 13. Insurance. With respect to the Park Site Developments MFP shall 'maintain, or require the applicable contractor(s) to maintain, the applicable construction -related insurance policies, coverages, and coverage limits required under Section 8.1.1 of the Stadium Lease, which insurance requirements are hereby expressly incorporated by reference and made applicable to the development and construction of the Park, to the extent determined applicable by the City's Risk Manager. Copies of such certificates shall be furnished to the City of Miami Risk Manager, 444 SW 2nd Avenue, Miami, FL 33130. City will be named as an additional insured on such policies. Section 14. Indemnification and Duty to Defend. Without limitation of MFP's obligations under Section 5.2 of the CAA, which for the avoidance of doubt shall apply to the Construction Work performed in connection with this Exhibit, MFP shall require that each contractor, consultant, and other vendor engaged in connection with the construction of the Enhanced Park Plan defend, indemnify, and hold harmless the City Indemnified Parties with respect to claims arising from such party's scope of work, on terms no less protective of the City than those imposed on MFP pursuant to Section 5.2 of the CAA. In no event shall such indemnification and duty to defend relieve MFP from its obligations. Similarly, in no event shall any insurance required of MFP or any contractor, consultant, or other vendor, serve to diminish the obligations set forth herein. The provisions of this Section 13 shall survive any termination or expiration of the CAA. Section 15. Repair and Relocation of Utilities. MFP shall have the right to replace, relocate, and remove, as necessary, utility facilities within the Public Park Parcel required for the development and construction of the Park, or for the operation of the Park and all Park Site Development. City agrees to cooperate with MFP in relocating existing utility lines and facilities on or adjacent to the Public Park Parcel which need to be relocated to develop the Park, including reasonable use of existing easements benefiting the Public Park Parcel, and the location and stubbing of utility connections leading to the Public Park Parcel. Such relocation of existing utilities related to structures contemplated by the Enhanced Park Plan, including without limitation the cost of restoring above -ground improvements, shall be paid through the Park Allowance, except that MFP retains the obligation at its sole cost to relocate and restore such utilities if such work would have otherwise been required in connection with the construction of the Improvements contemplated under the Base Park Condition. Section 16. Ombudsman. Recognizing the public and private benefits provided by the Park, City shall appoint an internal representative who is experienced and qualified to (i) report directly to the City Manager, and (ii) have authority to coordinate, expedite and respond for the City on behalf of the City Manager through the final permitting process (the "Ombudsman") to expedite the development of the Park as soon as reasonably practicable in an effort to assist MFP in achieving its development and construction milestones for the Park. Among other things, the Ombudsman shall (i) lead and set schedules for the internal City review process with respect to Construction Plans, (ii) expedite and help deliver expedited construction inspection approvals and required permits (including building and fire department approvals), (iii) monitor and inspect the development and construction process on City's behalf, (iv) maintain a continuous line of communication with MFP and meet with MFP and MFP's designated representatives on regular basis with respect to the design, entitlement, permitting, and approval process, (v) otherwise assist the City in coordinating the City's roles and responses and approvals. 27 Docusign Envelope ID: 57282E96-0421-4B1 B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. FF9 -9 PH12:1,9 Section 17. Emergency Preparedness. In the event of a hurricane.warni,pg designated by the United States National Weather Services or other anticipated emergency event that woulkl:affect the safety of ongoing construction activities in the Park prior, with respect to eacli Phase; Park Site Development Completion, MFP, at no cost to the City, shall take all precautions necessary to secure the Park, regardless of whether the City has given notice of same. Section 18. Additional Requirements. (a) E-Verify. By agreeing to the terms in this Addendum, MFP is obligated to comply with the provisions of Section 448.095, Florida Statutes, as amended, titled "Employment Eligibility." MFP affirms that (a) it has registered and uses the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees of MFP; (b) it has required all contractors and subcontractors hired by MFP in connection with the performance of the obligations under this Addendum to register and use the E-Verify system to verify the work authorization status of all new employees of the contractor or subcontractor; (c) it has an affidavit from all contractors and subcontractors attesting that the contractor or subcontractor does not employ, contract with, or subcontract with, unauthorized aliens; and (d) it shall maintain copies of any such affidavits until the termination of the obligations under this Addendum. If City has a good faith belief that MFP has knowingly violated Section 448.09(1), Florida Statutes, then City shall terminate the CAA in accordance with Section 448.095(5)(c), Florida Statutes. In the event of such termination, MFP agrees and acknowledges that it may not be awarded a public contract for at least one (1) year from the date of such termination and that MFP shall be liable for any additional costs incurred by City because of such termination. In addition, if City has a good faith belief that a contractor or subcontractor has knowingly violated any provisions of Sections 448.09(1) or 448.095, Florida Statutes, but MFP has otherwise complied with its requirements under those statutes, then MFP agrees that it shall terminate its contract with the contractor or subcontractor upon receipt of notice from City of such violation by contractor or subcontractor in accordance with Section 448.095(5)(c), Florida Statutes. Any challenge to termination under this provision must be filed in the Circuit or County Court by City, MFP, or contractor or subcontractor no later than twenty (20) calendar days after the date of contract termination. Public and private employers must enroll in the E-Verify System (http://www.uscis.gov/e-verify) and retain the 1-9 Forms for inspection. (b) Foreign Country of Concern. MFP affirms that it is not in violation of Section 287.138, Florida Statutes, titled Contracting with Entities of Foreign Countries of Concern Prohibited. MFP further affirms that it is not giving a government of a foreign country of concern, as listed in Section 287.138, Florida Statutes, access to an individual's personal identifying information if: a) MFP is owned by a government of a foreign country of concern; b) the government of a foreign country of concern has a controlling interest in MFP; or c) MFP is organized under the laws of or has its principal place of business in a foreign country of concern as is set forth in Section 287.138(2)(a)-(c), Florida Statutes. MFP shall require that each of its contractors and subcontractors affirm compliance with this paragraph and Section 287.138, Florida Statutes. (c) Public Entity Crime. MFP further warrants it will neither knowingly utilize the 28 Docusign Envelope ID: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. services of, nor contract with, any supplier, subcontractor, or consultant in excess of $10,000 in connection with the performance of any services in connection with the Park for a period of 36 months from the date of such party being placed on the convicted vendor list, and MFP shall require that each of its suppliers, contractors, subcontractors, or consultants affirm that it has not been convicted of a Public Entity Crime, as defined by Section 287.133, Florida Statutes, prior to entering into any such contract. (d) Scrutinized Companies. MFP affirms that it is not on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, or is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in Iran Terrorism Sectors List, or is engaged in business operations in Cuba or Syria, in each case as defined in Section 287.135, Florida Statutes, and MFP shall require that each of its suppliers, contractors, subcontractors, or consultants affirm that it complies with the foregoing prior to entering into any such contract. (e) Antitrust Violator Vendors List. MFP confirms and certifies that neither it, nor any entity engaged by it for the project contemplated herein, is in violation of Section 287.137, Florida Statutes. (f) Public Records. Without limitation of Section 9.18 of the CAA, the following is herein incorporated pursuant to Section 119.0701, Florida Statutes, to the extent applicable: SHOULD CONTRACTOR DETERMINE TO DISPUTE ANY PUBLIC ACCESS PROVISION REQUIRED BY FLORIDA STATUTES, THEN CONTRACTOR SHALL DO SO AT ITS OWN EXPENSE AND AT NO COST TO THE CITY. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FL 33130. THE CONTRACTOR MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. r- rr 29 Docusign Envelope ID: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. ATTACHMENTS: ATTACHMENT "1" ATTACHMENT "2" ATTACHMENT "3" ATTACHMENT "4" ATTACHMENT "5" Enhanced Park Plan Park Fund Credit Public Park Milestones Public Park Phases Direct Purchasing Program Guidelines 21 30 Docusign Envelope ID: 57282E96-0421-4B1 B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. ATTACHMENT "1" Enhanced Park Plan [To be incorporated prior to execution] 1-1 Error! Unknown document property name. r" rn Docusign Envelope ID: 57282E96-0421-4B1 B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. ATTACHMENT "2" Park Fund Credit [To be incorporated prior to execution] 2-1 Error! Unknown document property name. x Docusign Envelope ID: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. ATTACHMENT "3" Public Park Milestones Phase Milestone Phase 1 The later of (i) April 2, 2026, and (ii) the date on which the Stadium obtains a temporary certificate of occupancy. Phase 2 September 15, 2026 Phase 3 April 15, 2027 yrovided, however, that any building/vertieallstructure included within `Phase 3 shall be Completed within twelve (12) months of the issuance: of the building permit for the construction thereof. Phase 3b That date that is six (6) months after the date the City notifies MFP that FPL has permanently vacated the Access Area, as defined in that certain Temporary Access and Construction Staging Area and Hold Harmless, dated August 21, 2025, by and between the City and Florida Power & Light. Phase 4 Twelve (12) months after issuance of the final permit for the construction thereof, including any permits required from Miami -Dade County. 5-1 Error! Unknown document property name. rn w Docusign Envelope ID: 57282E96-0421-4B1B-AAOD-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. ATTACHMENT "4" Public Park Phases [To be incorporated prior to execution] 5-1 Error! Unknown document property name. -�a rn 0 N Docusign Envelope ID: 57282E96-0421-4B1 B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. ATTACHMENT "5" Direct Purchasing Program Guidelines PROVISIONS FOR TAX EXEMPT TRANSACTIONS/DIRECT PURCHASING PROGRAM [To be incorporated prior to execution] N Docusign Envelope ID: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. First Amendment to Development Agreement City of Miami and Miami Freedom Park Exhibit E to Construction Administration Agreement EXHIBIT E DESCRIPTION OF TIIE ENVIRONMENTAL WORK The fallowing summarizes the environmental requirements to: i) complete the Site Assessment Report and Remedial Action Plan, ii) obtain approval for construction and drainage plans, iii) complete the construction of the Park and Development Site, and iv) obtain a No Further Action with Conditions (NFAC) environmental closure. L PRE -CONSTRUCTION ASSESSMENT & PLAN APPROVAL PROCESS It is anticipated that within a period of approximately 8 to 12 months the following environmental documents can be completed and approved by Miami -Dade County DERM. 1) Meeting with Wilbur Mayorga (DERM Pollution Remediation Section — PRS). a. Timeframe— Within 30 days of the Lease Effective Date i. Objective is to detenn i ne i f additional site assessment requirements will be imposed prior to approval of the construction and drainage plans, and to confirm that DERM PRS has no objection to the proposed development plans. 2) Site Assessment Report Addendum (SARA) a. Timeframe — 4 Months L Objective is to complete additional soil and groundwater sampling required by DERM PRS to complete the Chapter 24 Sire Assessment. 3) Remedial Action Plan (RAP) a. Timeframe — 2 Months (Concurrently with Item 2 SARA) i. Objective is to identify areas that warrant remediation prior to, or concurrent with, construction of the Development Site. 4) Pre -Construction environmental documents. These will be required prior to DERM approving our construction plans. a. Timeframe — 4 months (concurrent with Item 2 - SARA) L Soll Management Plan (SMP) ii. Health & Safety Plan (HASP) iii. Dust Control Plan (DCP) lv. Air Monitoring Plan (AMP) v. Engineering Control Plan (ECP) 5) Environmental Addendum Reports — If required by DERM following review of the SARA, RAP, SMP, HASP, DCP, AMP, and ECP. a. Timv'fiame —4 months 6) Drainage Plans approved by DERM a. Timeframe — 4 to 6 months 1 2 Docusign Envelope ID: 57282E96-0421-4B1 B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. First Amendment to Development Agreement City of Miami and Miami Freedom Park R. MONITORING & POST -CAP CERTIFICATION It is anticipated that within a period of approximately 4 to 8 years the following environmental tasks can be completed and a No Futter Action with Conditions (NFAC) approved by Miami - Dade County DERM. 1) During constriction, DERM will require dust monitoring, and monthly operating reports (MORs) to track the progress of construction and compliance with the SMP and HASP. a. Timeframe —12 to 24 months (required during soil disturbance activities) 2) Engineering Control Plan (ECP) cap installed on the Park Site. A Professional Engineer will prepare an ECP Certification Report. a. Timeframe —1 year (concurrent with Item 7) 3) ECP cap installed on the Development Site. A Professional Engineer will prepare an ECP Certification Report. Timeframe— 2 years (concurrent with Item 7) 4) Groundwater Monitoring Only Plan (MOP) at boundaries - post-ECP installation. a. Timeframe —1 to 5 years. 5) Execution of Declaration of Restrictive Covenant. a. Timeframe — 6 to 12 months (post -MOP approval) 6) RBCA Permit and Annual Environmental Control Maintenance Plan (ECMP) inspections/reporting. a. Timeframe — RBCA Permit may be issued for 10 year periods, and ECMP requirements are considered to be perpetuaL rri r- r▪ i r —o 3 Docusign Envelope ID: 57282E96-0421-4B1B-AAOD-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. First Amendment to Development Agreement City of Miami and Miami Freedom Park Living Wage: Pursuant to Article 12 of the Construction Administration Agreement and Article 27 of the Lease Agreements, the Developer will provide a living wage for its on -site employees and establish other programs related thereto. 12.1 Dellwitlsas. For purposes of this Agreement. de following additional defenders apply and shall be ineorpar:sad as part afthc Defmitims included in Seeds. 1 above (A) '(:orcred Emplane means arty attic following Persons: (a) MVP, (b) !MS, or (c) a subliceasoe; provided, however, that the term "Catered F.mpkrrer"shall not inckde a Perim IIS has annul consolidated Bros revenues that are less this the Seised &seem Cap. (A) "Olin Wage' shall mean compensation to a Site Employee of the greater of (x) an amount no lass than S1d.73 per bur without health benefits or a wage of m less than S l5 A3 an hour with health benefits valued at last at $3.70 per bow (which is the "living ante' payable, as of the Lease Commencement Date, ptvat>.nt to Section 2-1.9, Miami -Dade Caurey Code of Ordinances) and (y) an moon no lea than the 'living wage payable to "new service SA contactors" purswut to Section 111457, City of Mani Code of Ordnsoces. to Ong be aaieaded from time•to.titne. (B) "She AMIntes" means. collectively, all Affiliates of MFP or IMS that lame, occupy, operate or perform wait al the Demised Property and that have one or more direct Site Employees_ (C) "Site Employee" mean, with respect to any Cowed Employer, may aaural pawn who worts at the Demised Property and who is empbyed by, or contacted dieedy to wish fir, sock Covered Employer, including all employees and Indepeaded contractors and persons made available to work for or m behalf of a Cowed Employer through the services of a temporary wren. sidling or cstpbymen agesey or sisniar entity, dui am performing wroth at etc Demised Property. The term "ScitI}npbyea" shill sot include any natwal ptrstts who (i) works on awaage les than third' (30) how, in any conneutivc scvca (7) day period for a Conroe Finpbyer to the Demised Prepirty. (ii) receive, coneerriatipn predestidely through tips or aommasms► (lii) ree0ives compeandion through wages determined pennant to a aolkt:Gve bargainingot labor agseerrtect or(iv) constitutes on 'exempt esipleyee" (i.e.. s *alined employees who is not eligible for overtime pay) punts* to the apDticabls provident of tme Fair Labor Standards Act. Ay) 'Small ilsanest Csp" means 11rsc PA Wien and NdIO0 Dollars (i,000,00Q.0O) provided that. bcg1ming on hoary 1. 2023, sad tech year thereakci, the Sind Busies Cap shall he slimed bused on increases to the CP1. 4 Docusign Envelope ID: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. First Amendment to Development Agreement Miami Freedom Park and City of Miami 12.2 th^iag Wane. (A) IL and for so kang as, MFP or IMS is *Covered Eoipkoya. MFP and 1MS shall pay each of it,i SIC Employees no loam than a Living Wage. MOP and IMS call cause each of its Site Affi Kates that is a Covered F.mpki rto pry their respective Site Enspioyca no has than a Lavin; Wage. (13) MFP and IMS shall establish a policy in the Demised Property providing fen to sublicense= to pay a Living Wage to ha Site Faployeca (C) MFPand 1MSshell provide imoentives,which shall bemandated onacese- hycase beds, to sttblicenscei not otherwise meting the Snell gunmen Cap toeaco rage that to pmvkde a living Wage to their condoyoo. 123 Covered Employee. For a Covered Employer to amply with the requirement to pay a Living Wage by choosing to pay the lower wthw scale available when a Covend Employer also provides a stead trd !width bandit plan, ndi hea#h benefit plan *hell consist of a payment of at least $1.11 pa hour beard the provision of health benefits for Site Employees end their dependents. 1f the health benefit plan of the Covered Employer requires a oitiel period of e miployment for a new She Employee to be eligible for be benefits, a Covered Employer may qustify to pay the S13.19 per how r age !Cale for a senor mot to exceed the new Ste Employee's eligibility period, psavided the new Site Employee win be paid health benefits upon completion of the etigbil ity paled, which period shall no* exceed 90 days. 59 Prvreaserwer, � r Z— rrl C +� :4. 12.4 IMS, regarding the Stadium Project, and MFP, regvsdiiag the i liar Msior Project Conepoaents, agree to *sae "good faith efforts,' through the prime contractors and their subcontractors, to have twenty percent (2046) of the cungruction Wm force, is tthiding electrical workers. coxgrrising of union employees. The applicable embeds with IMS or MFrs prime coatratrbrs wi11 contain provlaians untiring such prime contractors and their subeostracbrs to use 'good faith drone" to have twenty parent (2016) afire coostructioe !agar fork compsoin g of union entpbypei IMS and MFP have commenced negotiations with United Her; Load 355, on a Labor Pence Agreement if the eomamba, work is phased, the requitcmatts adds Artier 12 thail apply individually to tare i and every plisse. When evaluating nhether IMS or MEP, through then prime common and their sabcontractors, have aadtatakcn 'good faith Waite to comply with the aegti remens set forth herein, the parties agree that the evaluation futon (as rvaonably *modified to address the specific circumstances set froth holes) included in Appendix A to 49 CFR Part 26, Guidance Commit* Good Faith Efrbrts, deal! fetus the base of welt evaluation. 5 Docusign Envelope ID: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. First Amendment to Development Agreement Miami Freedom Park and City of Miami Responsible Wages: Pursuant to Section 11.2 of the Construction Administration Agreement, Developer will use reasonable best efforts to pay responsible wages for laborers and mechanics performing work on the Stadium. 11.2 Re on.sibie Wages, IMS steal use reasonable best efforts to ensure that all laborers and mechanics performing work otrsite, induding electrical workers, with respect to the construction of the Stadium arc paid wages at rates no less than those "responsible wages" as calculated pursuant to Section 18-120 of the City of Miami Code of Ordinances. In addition, MFP shall use reasonable best efforts to ensure that all electrical workers performing work (mite with respect to the construction of the retail, office, and hotel buildings within the Development Parcel are paid wages at rates no less (than those "responsible wages" as calculated pursuant to Section 18.120 of the City of Miami Code of Ordinances. Tenant shall be restponsrTrle m pay to the City all reastxrabie foss for monitoring contpliancc with the responsible wage requirements set forth in this Agreement. The phrase "reasonable best efforts" as used on this Agreement shall mean the exertion of substantial efforts to pursue all reasonable methods to achieve the result in question in a prompt manner but without any requirement to take any action that would be cornmerciafy unreasonable under the circumstances and with a minimum requirement that such efforts not be less than the efforts that other similarly situated companies would normally use to accomplish the objective under similar cirwmstances exercising reasonable business judgment. 1.-; r7'1 6 Docusign Envelope ID: 57282E96-0421-4B1B-MOD-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. First Amendment to Development Agreement Miami Freedom Park and City of Miami Union Labor: Pursuant to Section 12.4 of the Construction Administration Agreement, Developer will use good faith efforts to have twenty percent (20%) of the construction labor force, including electrical workers, comprising of union employees. 124 . IMS, regarding the Stadium Project, and MFP, regarding the other Major Project Components, agree to use "good faith efforts," through the prime contractors and their subcontractors, b have twenty percent (20%) of the construction labor force, including electrical workers, comprising of union emplo)Iees. The applicable contracts with QM, or MFP's prime contractors will contain provisions requiring such prime contractors and their subcontractors to use "good faith effiorts" to have twenty percent (20%) of the construction labor force comprising of anion employees. IMS and MFP have commenced negotiations with United Here, Local 355, on a Labor Peace Agreement. If the construction work is phased, the requirements of this Artkl e 12 shall apply individually to each and every phase. When evahmting whether IMS or MFP, through their prime contractors and their subcontractors, have undertaken "good faith effigy" to comply with the requiremeis set forth herein, the parties agree that the evaluation facbrs (as reasonably modified to address the specific circumstances set forthherein) included in Appendix A b 49 CFR Part 26, Guidance Concerning Good Faith Efforts, shall fomn the basis of such evasion. c error • CI) r rl 7 '.o Docusign Envelope ID: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. First Amendment to Development Agreement Miami Freedom Park and City of Miami Hiring Preferences: Pursuant to Section 26.4 of the Commercial Lease, Developer will provide for certain hiring preferences for City residents and, subsequently, Miami -Dade County residents. 26A Mint Preferences. To the extort that MFP enters imo a contract foe the construction of imprvvenients within the Development Parcel, then MYP shall include in such prime construction contacts provisions that require such contactors b establish preferences for hiring individuals residing within the City of Miami and, subsequently, to those individuals is other areas of Miami -Dade County. Such provision shall ionhrde a specific hiring percentage as negotiated with contactors and subcontractors, as may be applicable, and the City shall monitor the c t acbr's compiianoe with such specific percentage. rFri 8 Docusign Envelope ID: 57282E96-0421-4B1 B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. First Amendment to Development Agreement Miami Freedom Park and City of Miami Local Workforce Participation: Pursuant to Section 11.4 of the Construction Administration Agreement, Developer will employ a minimum number of on -side labor for City residents and, subsequently, Miami - Dade County residents. 11.4 Loral Workforce Participation. IMS shall require contract= performing work in connection with the construction ofthe Stadlom to empty a minim oftweaty percent (20%) of on -site labor with h the following hiring priority: first, to residents of the tidy of Mimi and, second, to residents of Miami -Dade County. To the extent IMS does not contract far such work, IMS will require that the party performing such work include a recto item= in all its contracts that twenty percent (20%) of on -site lobar consist of residents of the City of Miami, and second, to residents of Miami -Dade County. 171 9 Docusign Envelope ID: 57282E96-0421-481B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. First Amendment to Development Agreement Miami Freedom Park and City of Miami Local Subcontractor/SEE Participation: Pursuant to Section 11.5 and 11.6 of the Construction Administration Agreement, Developer will permit local subcontractors and SBEs to participate in the construction of the Stadium. 11S Local Subcontractor Participation, IMS shall require the prime contractor engaged far the construction of the Stadium to have not less than twenty percent (20%) of the dollar amount paid to applicable subcontractors (based on the total amount paid to all subcontractors for construction of the Stadium) paid to subcontractors that have their Principal Place of Business in Miami -Dade County, in accordance with the following geographic hiring priorities: fast, to subcontractors with their Principal Place of Business in the City of Miami and, second, to sthcontractors with their Principal Place of Business in Miami -Dade County. "Principal Place of Business" means the location el the primary office or central office of a subcontractor. if the subcontractor has only one business location. such business location shell be its Principal Place of Business. Confirmation of the subcontractor's Principal Place of Business may be evidenced by a valid business tax receipt issued by Miami -Dade County. 11.6 Small Business Enterprise ("S "j Provisos for Small Business Enterprise Program for Construction S+:rrices f`S-Constructbn Services"k Small Business Enterprise Goods and Services i'S$g-Goods and Services"}; and Architecture, Engineering, Landscape Architecture, Surveviag and Manning Professions r'CBE-EVE"h With respect to the Stadium, IMS shall cause its prime contractor to: i. Award to firms certified by Miami -Dade County as $Construction Services firms not less than 10% of the contractual agreements far construction and construction -related materials, supplies and fixtures; ii. Award to firms certified by Miami -Dade County as UM -Goods and Services frets not less than 3% of the contractual agreements for goods and services (much as, but not limited to security, testing, surveying, etc.) (the "UM -Goods and Services Participation Requirement"); and ILL Award to faros certified by Miami -Dade County as CBE A/E not less than 7.5% of the professional services agreements for soft costs, including, but not limited to. design, engineering, survey, inspection, job monitoring requitements, testing and legal. rn 0 ry C.J 10 Docusign Envelope ID: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. First Amendment to Development Agreement Miami Freedom Park and City of Miami Ex -Felon Outreach: Pursuant to Section 11.3 of the Construction Administration Agreement, Developer will promote the employment of ex -felons within the Project. 113 Ex-i� ekn Outreach. IMS shall ensure that no less than five percent (5%) of its total constructionworkforce for the Stadium will be comprised of ex -felons. To aid in the selection of ex -felon candidates, IMS shall establish programs, which may include collaboration with existiog not-for-pr ftts (including, but not limited to an initial outreach to Trap+ t g, Inc and Circle of Brotherhood, Inc.) or staffing agencies, to employ said individuals. C`: 11 Docusign Envelope ID: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. First Amendment to Development Agreement Miami Freedom Park and City of Miami District 5 Participation: Pursuant to Section 26.3 of the Lease Agreements, Developer will establish programs to include individuals residing within the boundaries of District 5 of the City Commission within the retail and concession areas located within the Project. 26.3 District 5 Partici>ation. Tenant shall (i) make available on a priority basis far 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 Panel, and (it) establish preferential teens for the provision of tenant improvements for such individuals residing within the boundaries ofDistXi 5 ofthe City of Miami (collectively. the "District 5 RegoIrements"). Compliance with the foregoing shall be measured by the City as of January 14 of each Lease Year, commencing with the Lease Year after the Tenant obtains a certificate of use for a minimum of 100,000 square fed of Commercial uses within the Development Parcel and based an an average determined as hollows: the madhly average square footage of Commercial uses leased/licensed b District 5 participants within the Development Parcel hvided by the monthly average square footage of Commercial uses leased/licensed to all tenants or subtenants, as apphicable, within the Development Parcel, each during the immediatelypreceding Lease Year. Tenant shall make available to the Landlord such documents and information as reasonably requested by the Landlord in order b 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). rn c, 12 Docusign Envelope ID: 57282E96-0421-4B1 B-AA0D-A3C00276DAF8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. First Amendment to Development Agreement Miami Freedom Park and City of Miami Soccer Programs: Pursuant to Section 2.5 of the Construction Administration Agreement, Developer will establish programs to encourage youth participation in soccer and make available the "Sports Fields" (as defined in the Construction Administration Agreement) free of charge to residents of the City that are sixteen (16) years or younger (subject to the limitations set forth therein). 2.5 Youth Sports Commitment. Upon Completion of Construction of all or a portion of the Sports Fields, MFP shall establish a public registration system, in form and substance preapproved by City in writing, for the use of the athletic fields and courts constructed thereupon, which will permit all registered users that are both residents of the City and sixteen (16) years of age or younger to use such fields and courts without charge, subject to such reasonable validation, access, and use restrictions as established by MFP from time -to -time; provided, however, that the hours of operation shall never be less than the hours of operation of the Public Park Parcel. MFP shall maintain the Sports Fields at its sole cost and expense in good and safe order and condition, and make all necessary repairs thereto, in a manner consistent with the standards set forth in Section 10.1 of the Commercial Lease. All repairs made by MFP shall be at least substantially similar in quality and class to the original work. MFP shall keep and maintain all portions of the Sports Fields and all improvements thereto in safe and reasonable order and operating condition, reasonably free of dirt, rubbish and graffiti. "Sports Fields" shall mean no fewer than six (6) fields (which may be divided/flexed into smaller fields), including such features as may be required by Applicable Law to permit use of such fields by the public, which may initially be constructed at grade within the Demised Property to the east of the Stadium, as set forth in the Approved Special Area Plan. 13 SUBSTITUTED This Instrument Was Prepared By, Record and Return To: Iris V. Escarra, Esq. Greenberg Traurig, P.A. 333 S.E. 2"d Avenue Suite 4400 Miami, Florida 33131 (Reserved) CFN: 20230467325 BOOK 33783 PAGE 2301 DATE:07/07/2023 10:39:15 AM JUAN FERNANDEZ-BARQUIN CLERK OF THE COURT & COMPTROLLE MIAMI-DADE COUNTY, FL DEVELOPMENT AGREEMENT BET N THE CITY OF MIAMI, FLORIDA AND MIAMI F EEDOM PARK, LLC, REGARDING APPROVAL 1 F THE MIAMI FREEDOM PARK SPECIAL ' EA PLAN AND RELATED DEVELOPMENT This is a Development Agreement ("A 2023 by and between Miami Freedom Park, "Lessee" or "Developer"), and the City political subdivision of the State of F together referred to as the "Parties") eement") made this 30th day of June C, a Delaware limited liability company (the Miami, Florida, a municipal corporation and a ida (the "City") (the Developer and the City are WHEREAS, the City is ' - fee simple owner of approximately 131 acres of property in Miami -Dade County, Flor . a, located between NW 14th Street to the South, NW 42 Avenue to the West, the Ci urisdictional boundary on the North, and NW 37th Avenue to the East, within the City e "Overall Property"); and WHEREAS, November of 2018, the electorate of the City approved the referendum to appr, e the negotiation of a ground lease and development agreement for the development of I roximately seventy-three (73) acres of the Overall Property as a soccer stadium, entert nment center including food and beverage venues, offices, retail, hotel and conference cter, public facilities, park space, and other ancillary commercial development (the "Leas ' Property"), shown and legally described in Exhibit "Al"; and HEREAS, Developer is a Delaware limited liability company which, pursuant to Res, tion Nos. R-22-0156 and R-22-0157, adopted April 28, 2022, entered into that certain G .und Lease for Soccer Stadium, that certain Ground Lease for Miami Freedom Park ommercial Development, and certain related easement agreements with the City, all dated as of February 9, 2023, governing the Lessee's use of the Leased Property (collectively, the "Lease Agreements") and the Construction Administration Agreement (the "Construction SUBSTITUTED Administration Agreement"); and CFN: 20230467325 BOOK 33783 PAGE 2302 Miami Freedom Park SAP Development Agreement WHEREAS, the Overall Property was formerly designated "Parks and Recreation" on the City's Future Land Use Map, according to the Miami Comprehensive Neighborhoo Plan ("Comprehensive Plan"); and WHEREAS, the Overall Property was formerly zoned Civic Space CS"), according to the Zoning Ordinance 13114, the Miami 21 Zoning Code ("Miami 2 ; and WHEREAS, portions of the Overall Property were rezoned from S to Miami Freedom Park Special Area Plan, containing CS, Civic Institution ("CI"), d T6-8 Urban Core Transect Zones ("T6-8"), as described in the Miami Freedom Park ' oncept Book (the "Concept Book"), attached hereto and incorporated herein as Exhi t "B", in order to facilitate redevelopment within the Leased Property and to effectuat e Parties' goals and vision for the community which was approved pursuant to Ordi ► ; ce 14093, adopted on September 13, 2022; and WHEREAS, the Parties' goals and visions for t Leased Property include the development of a soccer stadium, entertainment center inding food and beverage venues, offices, retail, hotel and conference center, public faci ' es, park space, and other ancillary commercial development; and WHEREAS, the Leased Property's Co • .rehensive Plan designation was amended for a portion of the Overall Property from Park d Recreation to Major Institutional, Public Facilities, Transportation, and Utilities, to p it the development of a soccer stadium with ancillary uses including, but not limited '. , retail, food and beverage uses, and from Parks and Recreation to Restricted Comm; cial, to permit the hotel and office and other permissible uses, all as approved by - electorate of the City of Miami (the "Future Land Use Map Amendment"), which , : approved pursuant to Ordinance 14092 adopted on September 13, 2022; and WHEREAS, Miami outlines a process that allows parcels of more than nine (9) abutting acres to be maste .lanned to allow greater integration of public improvements and infrastructure, and grea - flexibility so as to result in higher or specialized quality building and streetscape desi , this master planning process is known as a "Special Area Plan" ("SAP"), pursuant . Section 3.9 of the Miami 21 Code ("Miami 21"), which section is deemed as being ' corporated by reference herein as if set forth in full; and WH AS, an application for approval of a SAP was filed on June 12, 2020 in order to de - lop the Leased Property as a soccer campus consisting of various uses, including a Major .ports Facility, Lodging, Commercial, and Office uses, along with other related ameni '-s (the "Project" or "Miami Freedom Park SAP"); and WHEREAS, the City and the Developer desire for development of the Miami reedom Park SAP to proceed in a manner that is consistent with the Comprehensive Plan, Miami 21, the Florida Building Code, the City Charter, and the City Code; and 2 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2303 Miami Freedom Park SAP Development Agreement WHEREAS, in connection with the approval of the Miami Freedom Park SAP, the Developer and City must enter into a Development Agreement pursuant to Section 3.9.1(f) of Miami 21; and WHEREAS, Chapter 163, Florida Statutes (2021), as amended from time to t e, authorizes and provides for local governments to enter into development agreemen with any person or entity having a legal or equitable interest in real property located i ' its jurisdiction; and WHEREAS, assurance to a developer that it may proceed in a ordance with existing laws and policies, subject to the conditions of a development agreeent, strengthens the public planning process, encourages sound capital improvement pl . mg and financing, assists in assuring there are adequate capital facilities for the dev= • pment, encourages private participation in comprehensive planning, and reduces e economic costs of development; and WHEREAS, the City Commission pursuant to 0 - mance No. 14093, adopted September 13, 2022, approved and accepted the Miami F edom Park Concept Book and Regulating Plan; and WHEREAS, the City Commission purs September 13, 2022, approved the Future Land Us the Miami Freedom Park SAP; and WHEREAS, the City Commissio September 13, 2022, has authorized the terms and conditions set forth below, this Agreement upon the terms and c to Ordinance No. 14092, adopted ap Amendment necessary to effectuate pursuant to Ordinance No. 14094, adopted ty Manager to execute this Agreement upon the the Developer has been duly authorized to execute ditions set forth below; NOW THEREFORE, consideration of the mutual covenants and agreements hereinafter contained, the Part' s mutually agree and bind themselves as set forth herein: Consideration. Th recited and provi Parties and thu arties hereby agree that the consideration and obligations for under this Agreement constitute substantial benefits to both dequate consideration for this Agreement. 2. Rules of L al Construction. For all purposes of the Agreement, unless otherwise expressl • rovided: (a) defined term has the meaning assigned to it; Words in the singular include the plural, and words in plural include the singular; (c) A pronoun in one gender includes and applies to other genders as well; 3 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2304 Miami Freedom Park SAP Development Agreement (d) The terms "hereunder", "herein", "hereof', "hereto" and such similar terms shall refer to the instant Agreement in its entirety and not to individual sections or articles; (e) (f) The Parties hereto agree that this Agreement shall not be more strictly const against either the City or the Developer, as all parties are drafters o this Agreement; and The recitals are true and correct and are incorporated into and made - .art of this Agreement. The attached exhibits shall be deemed adopted and in . rporated into the Agreement; provided however, that this Agreement sha be deemed to control in the event of a conflict between the attachments an. 4 is Agreement. 3. Definitions. Capitalized terms which are not specifically deft- -d herein shall have the meaning given in Miami 21. "Agreement" means this Development Agreement • etween the City and the Developer. "City" means the City of Miami, a muni • al corporation and a political subdivision of the State of Florida, all departments, agencies and instrumentalities subject to the jurisdiction ereof. "City Charter" means the municipal ' arter of the City of Miami. "City Code" or "Code" means t City of Miami Code of Ordinances. "Comprehensive Plan" mes the comprehensive plan known as the Miami Comprehensive Neighborh.. d Plan, adopted by the City pursuant to Chapter 163, Florida Statutes (2021), ' eeting the requirements of Section 163.3177, Florida Statutes (2021), Sec '.n 163.3178, Florida Statutes (2021) and Section 163.3221(2), Florida :.tutes (2021), which are in effect as of the Effective Date. "Concept Book" eans the Concept Book prepared by Arquitectonica, dated June 1, 2022, and a ched as Exhibit "B". "County" means Miami -Dade County, a political subdivision of the State of Florida "D - elopment" means the carrying out of any building activity, the making of any terial change in the use or appearance of any structure or land, or the dividing of and into three (3) or more parcels and such other activities described in Sections 163.3221(4) and 380.04, Florida Statutes (2021). "Development permit" includes any building permit, zoning permit, subdivision approval, rezoning, certification, special exception, variance, or any other official action of local government having the effect of permitting the development of land. 4 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2305 Miami Freedom Park SAP Development Agreement "Effective Date" means the date of recordation of the executed, original version of this Agreement. "Existing Zoning" is (a) Miami 21 Code, specifically including the Mi Freedom Park SAP Regulating Plan (the "Regulating Plan"), attached hereto incorporated herein as Exhibit "C", and Concept Book, and related modifica '•ns to the Transect designations of properties within the SAP Area; and the provisions of the City Charter and Code that regulate development, as ended through the Effective Date. "Impact Fees" shall mean a fee imposed by any local governme or agency based upon the new development's proportionate share of the av age cost of new development including impact fees imposed by Miami -Dad County, the City of Miami, and the Miami -Dade County Public Schools Syste "Land" means the earth, water, and air, above, bel. - , or on the surface and includes any improvements or structures customarily garded as land. "Land Development Regulations" shall be as of the City Code of Ordinances and inclu regulations and Miami 21, as may be amen med in Chapter 62, Section 62-11 s the City's Comprehensive Plan and provided herein. "Laws" means all ordinances, resolutio , regulations, comprehensive plans, land development regulations, and rules : dopted by a local, state, and/or federal government affecting the develop t of land, as applicable. "Miami 21", also known as amended through the Effecti Miami. ami 21 Code, means City Ordinance 13114, as Date, which is the Zoning Ordinance of the City of "Phased Project" ns a project(s) which, due to its magnitude, is to be developed in multip phases. Such phased project may occupy contiguous lands, separated only by treets or alleys. The project may be developed under a single building permit . multiple building permits. This definition supersedes the Phased Project defi on as provided in Chapter 55, Section 55-1 of the City Code. "Prope Interest" means any interest or rights in real property or appurtenances of the - - ased Property, including but not limited to, fee simple, leasehold, master cov ts, condominium, transferable development rights or air rights, easements, icenses, however acquired, including any interests or rights in real property quired through ground lease(s) in an arm's length conveyance, foreclosure, deed in lieu of foreclosure, or any other realization on a security interest in real property. "Public Facilities" means major capital improvements, including, but not limited to, transportation, sanitary sewer, solid waste, drainage, potable water, educational, parks and recreational, streets, parking and health systems and facilities. 5 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2306 Miami Freedom Park SAP Development Agreement "Public Park" means the new, approximately fifty-eight (58) acre public park located within and/or abutting the Overall Property. "Retail Specialty Center" means the area consisting of all properties within th CS Zones. "SAP Area" means the lots and properties which comprise the Miami F edom Park SAP as depicted in the Concept Book and Regulating Plan, shown . legally described in Exhibit "A2". "Special Area Plan" or "SAP" refers to the Miami Freedom P. Special Area Plan, including the Regulating Plan and Concept Book. "Sports Retail Specialty Center" means the area cons ing of all properties within the CI Zone. "Vacation and Closure Notice" means that notice o be recorded in the Public Records of Miami -Dade County, Florida by the Ci . upon all conditions precedent being fulfilled by this Agreement, evidencing t - same and providing for the final vacation and closure of the ROWs, in subst. ' ally the attached form as shown in Exhibit "F". "Zone, CI" refers to that portion of the eased Property zoned CI as described in the Concept Book. "Zone, CS" refers to that porno of the Leased Property zoned CS as described in the Concept Book. "Zone, T6-8" refers to thportion of the Leased Property zoned T6-8 as described in the Concept Book. 4. Purpose. The purpos: if this Agreement is for the City, in its regulatory capacity, to authorize the Dev . per to redevelop the Leased Property pursuant to the Miami Freedom Park S • . This Agreement will establish, as of the Effective Date, the land development ulations that will govern the development of the Leased Property, thereby prov • ing the Developer with additional certainty during the development process. s Agreement satisfies the requirements of Section 3.9.1(f), Miami 21. Inten he Developer and the City intend for this Agreement to be construed and imp mented so as to effectuate the purpose of the Regulating Plan and Concept B' .k, this Development Agreement, the Comprehensive Plan, Miami 21, the City arter, the City Code, and the Florida Local Government Development Agreement Act, Sections 163.3220 - 163.3243, Florida Statutes (2021), all of which are applicable to this Agreement. Legal Description of Land, Names of Legal Owners, Applicability. This 6 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2307 Miami Freedom Park SAP Development Agreement Agreement only applies to the Leased Property portion of the SAP Area, as identified and legally described in Exhibit "Al". The City is the equitable owner of the entirety of the SAP Area. Developer has leased the Leased Property from the City pursuant to the Lease Agreements. 7. Term of Agreement, Effective Date and Binding Effect. This Agreement s' .I1 have a term of thirty (30) years from the Effective Date and shall be recorded • the public records of Miami -Dade County and filed with the City Clerk. The to ' of this Agreement may be extended by mutual, written consent of the Parties bject to public hearing(s), pursuant to Section 163.3225, Florida Statutes (21). The Developer shall bear the advertising and related noticing costs s ' such public hearing(s). This Agreement shall become effective on the Effectiv' P ate and shall constitute a covenant running with the Leased Property that sha • e binding upon, and inure to the benefit of the Parties, their successors, signs, heirs, legal representatives, and personal representatives. This Agreeme serves to establish all conditions, terms, restrictions, or other requirements dete ' med to be necessary by the City for the public health, safety, or welfare of its cit ens. 8. Zonin;' Permitted Develo s mcnt Uses Buildin ® D cities and Intensities. (a) Miami Freedom Park SAP Designation. ' e City has designated the Overall Property as "Miami Freedom Park S on the official Zoning Atlas of the City, pursuant to the applicable proc , tires in Miami 21. The Regulating Plan and Concept Book provide for any . eviations from the underlying regulations of Miami 21. In approving th iami Freedom Park SAP, the City has determined that the uses, inte ities and densities of development permitted thereunder are consistent wi the Comprehensive Plan and the proposed CS / CI / T6-8-O Zoning. D ations to the regulations in the City Code are articulated further in thi greement. Signage shall be approved in accordance with the Regulating P . Where the standards in the Regulating Plan, Concept Book and/or Deve •ment Agreement are silent, the underlying Miami 21 standards and re • , irements shall apply. Any amendments to the underlying Miami 21 afte e Effective Date that negatively impact or downzone any portions oft Overall Property shall not apply. (b) Densi tensit Uses and 13uildin * Ilei 7hts. As of the Effective Date and pursuant to the Miami Freedom Park SAP, the population densities and building intensities proposed for the SAP are permitted by the Existing Zoning and are consistent with the Comprehensive Plan. ii. As of the Effective Date and pursuant to the Miami Freedom Park SAP, the Uses proposed for the SAP are permitted by the Existing Zoning and are consistent with the Comprehensive Plan. iii. As of the Effective Date and pursuant to the Miami Freedom Park SAP, the Heights proposed for the SAP are permitted by the 7 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2308 Miami Freedom Park SAP Development Agreement Existing Zoning and are consistent with Miami 21 and the densities are consistent with the presently adopted Miami Comprehensive Neighborhood Plan (the "Comprehensive Plan"). iv. Nothing herein shall prohibit the Developer from requesting a change of zoning, pursuant to Article 7 of Miami 21, to increa the density or intensity of development permitted by the Exi ng Zoning. 9. Prohibition on Downzoning. (a) The Comprehensive Plan, this Agreement, and the Miami Free• Park SAP shall govern development of the SAP Area for the duration o e Agreement. The City's Laws and policies adopted after the Effective D. - may be applied to the SAP Area only if the determinations required by ction 163.3233(2), Florida Statutes (2021) have been made after thirty (30 . ys written notice to the Developer and after a public hearing or as othe provided herein. (b) Pursuant to Section 163.3233(3), Florida Statut:. (2021), this prohibition on downzoning supplements, rather than supplant any rights that may vest to the Developer under Florida or Federal law. As . , esult, the Developer reserves the right to challenge any subsequently ado ' ed changes to land development regulations which are in derogation of is Agreement on (a) common law principles including, but not limited t equitable estoppel and vested rights, or (b) statutory rights which may acc by virtue of Chapter 70, Florida Statutes (2021). The City reserves all of it • • efenses, immunities and any claims it may have in response to the right challenge changes in the land development regulations. 10. Public Facilities. In the even a at the Existing Zoning or the Comprehensive Plan requires the Developer to •rovide additional Public Facilities to address any deficiencies in levels of se - ice at the time of obtaining the required building permits, the Developer will p ide such Public Facilities consistent with the timing requirements of Secti 163.3180, Florida Statutes (2021). 11. Reservation of nd Dedicated for Public Pur • oses. As proposed in the Concept Book, a mini of five percent (5%) of the Leased Property is reserved as land dedicated fo . public purpose as a Civic Space Type as detailed in Section 3.9.1(e) of Miami 12. Futur Develo ; ment Review. Future development within the SAP Area shall ed pursuant to the process established in the Regulating Plan and Concept Book. criteria to be used in determining whether future development shall be approved e consistency with the Comprehensive Plan, Miami 21, and this Agreement, as well as consistency with the Miami Freedom Park SAP, as applicable. Environmental Resource Review. The City finds that the new tree canopy to be installed at the Leased Property and Public Park will confer a significant net 8 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2309 Miami Freedom Park SAP Development Agreement improvement upon the publicly accessible tree canopy in the area by providing trees as depicted in the Concept Book. Notwithstanding the provisions of Chapter 17, Section 17-6 of the City Code, due to the known contamination located at the Overall Property, the City and the Developer agree that no mitigation shall be required for any onsite trees removed during the environmental remediation of the Overa Property or trees removed during the construction of any improvements upon e Overall Property. (a) Leased Pro ert and Public Park tree installation maintenance and z arantee. For all trees placed within the Leased Property and Public Park, th 1 eveloper shall install any needed irrigation and corresponding water me s to support the growth and viability of trees. The Developer shall agree to . ter, trim, root, prune, brace, or undertake any other necessary maintenance may be required for trees located within the Leased Property in accordance 'th the regulations provided by Miami -Dade County Department of En ' onmental Resources Management ("DERM") for one (1) year. (b) Tree installation. The Developer shall install tree opportunistically within the street corridors as depicted in the Concept B . . , subject to approval by the City's Public Works, Planning and/or Envir ental Resources Departments, and Miami -Dade County DERM. 14. Public Benefits. The Developer is required to provide those detailed in the Lease Agreements Notwithstanding any language to the required independently of the Le Agreement, regardless of any am of the Lease Agreements or Co low listed public benefits which are further Construction Administration Agreement. ntrary, the below listed public benefits shall be e Agreements and Construction Administration dments, waivers, termination, or other modification truction Administration Agreement. i. Park F d Contribution: Pursuant to Section 3.5(A) of the Cons d ction Administration Agreement, Developer will make ce n contributions for the acquisition and improvements to City p s. ii. aywalk Contribution: Pursuant to Section 3.5(B) of the Construction Administration Agreement, Developer will make certain contributions for the benefit of the City's Baywalk-Riverwalk Projects. iii. Public Park Development: Pursuant to Section 2.3 of the Construction Administration Agreement, Developer will deliver to the City a public park within the Overall Property with such improvements as set forth in Exhibit D of the Construction Administration Agreement. iv. Living Wage: Pursuant to Article 12 of the Construction Administration Agreement and Article 27 of the Lease Agreements, the Developer will provide a living wage for its on -site employees and establish other programs related thereto. 9 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2310 Miami Freedom Park SAP Development Agreement v. Responsible Wages: Pursuant to Section 11.2 of the Construction Administration Agreement, Developer will pay responsible wages for laborers and mechanics performing work on the Stadium. vi. Union Labor: Pursuant to Section 12.4 of the Constructio Administration Agreement, Developer will use good faith effort o have twenty percent (20%) of the construction labor force, incl ing electrical workers, comprising of union employees. vii. Hiring Preferences: Pursuant to Section 26.4 of the C ercial Lease, Developer will provide for certain hiring prefere es for City residents and, subsequently, Miami -Dade County resi• nts. viii. Local Workforce Participation: Pursuant to Sec ' on 11.4 of the Construction Administration Agreement, Develo er will employ a minimum number of on -side labor for P ty residents and, subsequently, Miami -Dade County residents ix. Local Subcontractor/SBE Participation: suant to Section 11.5 and 11.6 of the Construction Administr• .n Agreement, Developer will permit local subcontractors an. BEs to participate in the construction of the Stadium. x. Ex -Felon Outreach: Pursuant to ' ection 11.3 of the Construction Administration Agreement, De oper will promote the employment of ex -felons within the Proje xi. District 5 Participation: ursuant to Section 26.3 of the Lease Agreements, Develope will establish programs to include individuals residing w in the boundaries of District 5 of the City Commission within , e retail and concession areas located within the Project. xii. Soccer Progra / .. Pursuant to Section 2.5 of the Construction Administratio' Agreement, Developer will establish programs to encourage . uth participation in soccer and make available the "Sports lds" (as defined in the Construction Administration Agree • nt) free of charge to residents of the City that are sixteen (16) ars or younger (subject to the limitations set forth therein). The specific sections re enced in the Lease Agreements and Construction Administration Agreement are detail- in Exhibit "D". 15. Subdivisio ' ursuant to Section 55-10(f) of the City Code, a permit may be issued for the co 4. truction by the City, its agent or lessee on City -owned land -- platted or unplatt; 4 -- of a structure or other on -site improvements. In the event that the Leased Prop is required to replat for any reason, a Phased Project, as defined herein, shall be . ermitted to obtain a Temporary Certificate of Occupancy (a "TCO") or rtificate of Occupancy (a "CO") prior to the completion of subdivision provements required pursuant to any re -platting of the Leased Property. Street Closure and Vacation. An element to the development of the southern portion of the SAP Area and the Public Park is the vacation and closure of certain platted but unimproved rights of way as depicted in the Lejeune Garden Estates 10 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2311 Miami Freedom Park SAP Development Agreement Section 4 Plat (the "Plat"), as recorded in Plat Book 44 at Page 23 of the Public Records of Miami -Dade County, Florida. A legal description of the special rights of way to be closed, vacated, and discontinued from public use (the "ROWs") is attached as Exhibit E". The ROWs, though depicted on the Plat, are not, and ha never been, improved and the existing golf course currently encroaches over e entirety of the ROWs. (a) Findings Related to the ROWs. Notwithstanding Section 55-15(c) ' the City Code, the City makes the following findings of fact related to e closure, vacation, and abandonment of the ROWs: i. It is in the public interest because it will result i ► he creation of the Public Park and the ROWs were never imprs ed. ii. The general public and public service v- . isles do not use the ROWs, as they were never improved, • ' improved access will be created by the vacation and closure of e ROWs. iii. There would be no adverse effe • on the ability to provide emergency services, as the ROW do not provide any access for any emergency services. iv. The vacation and closure of • ROWs will have a beneficial effect on pedestrian and vehicul circulation because the Public Park will provide pedestrian . ► a vehicular access that does not currently exist. (b) Closure and Vacation. In accordance with Section 54-4(c) of the City Code, the closure, vacation, and .. andonment of the ROWs shall not in any manner affect utility equipment ► services already installed in the ROWs, or the right to thereafter maintain d operate the equipment and services in the ROWs during the term oft franchise under which the equipment and services were installed therein • • vided that nothing herein shall preclude any of the Parties from subseque y pursuing removal of equipment, if any, in accordance with applicable 1. The respective Parties, if such satisfactory removal arrangeme • s are not made with utilities with facilities in the ROWs, shall convey - - sements to utilities, prior to the final vacation and closure of the ROW n order to ensure continued use by any utility with facilities therein, pro ' ed however that this shall not be construed as a duty on any party to re ove or relocate utility facilities located on its respective properties. Vacation and Closure Notice. Within sixty (60) days of the Effective Date, the City shall execute and record the Vacation and Closure Notice, a template of which is attached as Exhibit "F". Upon recordation of the Vacation and Closure Notice, the ROWs shall be deemed closed, vacated, and discontinued, without requiring re -platting by the Parties, at which time the City shall update its applicable records, including its Municipal Atlas Sheets kept on file with the Department of Resilience and Public Works evidencing the same. An easement shall be reserved for the installation, maintenance and operation of any utility located in or to be located in the ROWs vacated by 11 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2312 Miami Freedom Park SAP Development Agreement this section, including the right of the utility to install, maintain, operate, repair and replace any poles, wires, pipes, conduits, sewer mains, water mains, or any other facility or equipment for the maintenance or operation of any utility. Prior to issuance of a building permit for any portion of the Leased Property encumbered by an easement where a ROW was vacated, th Developer must petition the Director of the Resilience and Public Wo s Department in writing to request the release of the easement reservatio d, as part of the petition, submit release letters from the utility compani- . isted below stating that said utility company either has no facilities hin the vacated ROWs or releases any interest they may have within e vacated ROWs. • Florida Power & Light • Miami -Dade County Water and Sewer Departm • Comcast Cable Communications, Inc. • TECO Gas • AT&T Florida • Sprint • Hotwire Communications Upon verification of the petition and release letter, the Director of the Resilience and Public Works Department shall release said ease ' nt reservation and record a Release of Reservation of Easement instrument within thi . (30) days. 17. Com liance with Fire/Life Safe . ws. The Developer shall at all times in the development and operation of the ' oject comply with all applicable fire and life safety laws, ordinances and reg .tions including life safety codes to ensure the safety of all SAP Area and residents and guests. Specifically, and without limitation, the Developer wil tall and construct all required fire safety equipment and water lines with flow s icient to contain all possible fire occurrences within the Leased Property. 18. Alcoholic Bevera Sales. Retail S ecial Center Desi nation. Except as otherwise set fo s or modified by this Section 18, alcoholic beverage sales within the Leased Pro ► rty shall be governed by Chapter 4 of the City Code, except as modified her-'.. Pursuant to Chapter 4 of the City Code, a retail specialty center is hereby desi ; ated for properties located within the Leased Property as follows: i. The Retail Specialty Center T < maximum number of Alcohol Service Establishments (as defined in Miami 21) rmitted within the Retail Specialty Center shall not exceed seven (7) establishments. Such Alcohol Service Establishments are exclusive of (i) Food Service Establishments (as defined in Miami 21) where the sale of alcoholic beverages is entirely incidental to and in conjunction with the principal sale of food (e.g. bona fide, licensed restaurants or cafes operating with a 2-COP, 4-COP, SFS, or 12 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2313 Miami Freedom Park SAP Development Agreement equivalent license) and (ii) other establishments with an alcoholic beverage license which are otherwise exempt from distance separation requirements under Section 4- 4 of the City code (e.g. bona fide, licensed hotels operating with a 4-COP S or equivalent license). ii. The Sports Retail Specialty Center The maximum number of Alcohol Service Establishments (as defined in M' i 21) permitted within the Sports Specialty Center shall not exceed five (5) esta. shments. Such Alcohol Service Establishments are exclusive of (i) F. ad Service Establishments (as defined in Miami 21) where the sale of alcohol' beverages is entirely incidental to and in conjunction with the principal sale o ood (e.g. bona fide, licensed restaurants or cafes operating with a 2-COP, 4-COP . FS, or equivalent license) and (ii) other establishments with an alcoholic bever.,:e license which are otherwise exempt from distance separation requirements • • er Section 4-4 of the City code (e.g. bona fide, licensed hotels operating with . 4-COP S or equivalent license). Notwithstanding anything to the contrary containe • in Chapter 4 of the City Code (including Sections 4-4 and 4-7 thereof) or in Mi. 21, the City and the Developer hereby acknowledge and agree that, within e SAP Area, (i) Alcohol Service Establishments, (ii) Food Service Establis is and (iii) other establishments with an alcoholic beverage license which ar not otherwise exempt from distance separation requirements under Section 4 of the City Code shall each be permitted By Right (as defined in Miami 21), in - cordance with Article 4, Table 3 and Article 6, Table 13 of the Regulating Plan, .. d shall not require any specific administrative or public hearing approval (i.e., no arrant or Exception under Miami 21 or Chapter 4 of the City Code) for the co encement or continuation of such establishment or use. In addition, all restrictio . contained in Chapter 4 of the City Code or in Miami 21 relating to the maxim • umber or location of Alcohol Service Establishments, including without limitatin, required distances from churches, residential districts, schools and other Alco • 41 Service Establishments, whether within or outside the SAP Area, shall not be ap cable to any Alcohol Service Establishment within the Leased Property. In addition, n • 'thstanding anything to the contrary contained in Chapter 4 of the City Code eluding Section 4-3 thereof), the City and the Developer hereby further agree ththe permissible operating hours for alcohol sales at Alcohol Service Establi ents and Food Service Establishments within the Leased Property shall be as fo . ws: (i) for consumption on the premises, Monday - Sunday between the hours of :00 a.m. - 3:00 a.m., but with one (1) Alcohol Service Establishment within the tail Specialty Center and one (1) Alcohol Service Establishment within the Sports pecialty Center are eligible to operate between the hours of 11:00 a.m. - 5:00 a.m.; provided, however, an extension of operations to 5:00 am for additional Alcohol Service Establishments may be permitted by Exception granted by the City's Planning, Zoning and Appeals Board; and (ii) for consumption off the premises, Monday - Saturday between the hours of 9:00 a.m. - 12:00 a.m. and Sunday between 13 SUBSTITUTED the hours of 9:00 a.m. - 7:00 p.m. CFN: 20230467325 BOOK 33783 PAGE 2314 Miami Freedom Park SAP Development Agreement 19. Teni porarv/Special Events. All temporary events and special events associated with any ticketed event occurring within the Stadium and related events are permitted by Right without limitation to the number of events per year or the duration of su temporary or special events. For all temporary events (as defined at Section 62- 1 of the City Code) and special events (as defined at Section 54-1 of the City ' B de), not associated with such ticketed events, the Developer, or its designee, sha submit a temporary and/or special event application, as applicable, for rev - to the appropriate City department and the Neighborhood Service Ceers or its successor/designee servicing the Leased Property no less than ten (10 Business days prior to the date of the event. There shall be no limit on the numbe - of temporary or special events permitted within the Leased Property. The Ci ereby agrees to prioritize, and diligently and in an expedited procedure comp ' e, its review of the application to ensure coordination of needed City services an • void possible adverse impacts of the event. 20. Food Trucks. Food trucks, as defined in Section 31 .1 of the City Code, shall be permitted by Right within the Leased Property, wit' no limitation on the number of Food Trucks, subject only to the restrictions conted within Section 31-51(c)(1)(a- e). 21. Local Development Permits. The Pro approvals from the City and any divisio and approvals, the City shall make a cooperate with and facilitate all su proprietary authority and discreti following approvals and perm permits: t may require additional permits or thereof. Subject to required legal process od faith effort to take all reasonable steps to approvals without waiving its regulatory or Such approvals include, without limitation, the and any successor or analogous approvals and (a) Waiver(s), Warrant . , Exception(s), Variances, or SAP Permits; (b) Subdivision pl . and/or waiver of plat approvals; (c) Public Wo s approvals; (d) Storm ater permits; (e) S B • -t Vacations and Closures; (f) Covenant or Unity of Title acceptance and the release of any existing Unities, Covenants or Declarations of Restrictions; (g) Paving and Drainage Plans and Permits; (h) Tree Removal and Installation Permits; 14 SUBSTITUTED (i) (1) (k) (1) (m) (n) (o) (p) (q) (r) (s) (t) (u) CFN: 20230467325 BOOK 33783 PAGE 2315 Miami Freedom Park SAP Development Agreement Demolition Permits; Environmental Resource Permits; Miami -Dade (and if applicable, City) Traffic approvals; Miami -Dade County Water and Sanitary Sewage Agreement(s); Miami -Dade County DERM approvals; Federal Aviation Administration and Miami -Dade Aviatio Department determination(s) and approval(s); Right of Way Encroachment permits or licenses; Miami Parking Authority approvals, if applicable; Building permits, including any associated phas = • permit; Certificates of use and/or occupancy; Sign permits; Temporary Use and Special Event rmits; and Any other official action of the ity, County, or any other government agency having the effect of permitti ' : /regulating development of the SAP Area. In the event that the City regarding site plan approv in the Leased Property sh recommendation of th plan shall be approv the Comprehensiv Construction A s . stantially modifies its land development regulations rocedures, authority to approve any site plan for a project be vested solely in the City Manager, with the prior written lanning Director and Zoning Administrator. Any such site if it meets the requirements and criteria of the Existing Zoning, lan, the terms of this Agreement, the Lease Agreements, and the inistration Agreement. The City ager is expressly authorized to execute any required Unities of Title, as may be . licable. For reference, a template of the City of Miami Unity of Title is attach- ► as Exhibit "G". 22. Ne ssi of Com l in with Re ulations Relative to Develo meat Permits. The veloper and the City agree that the failure of this Agreement to address a permit, ondition, fee, term, license, or restriction in effect on the Effective Date shall not relieve the Developer of the necessity of complying with the regulation governing said permitting requirements, conditions, fees, terms, licenses, or restrictions. Pursuant to Section 163.3241, Florida Statutes (2021), if state or federal laws are enacted after the execution of this Agreement which are applicable to and preclude 15 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2316 Miami Freedom Park SAP Development Agreement the Parties' compliance with the terms of this Agreement, this Agreement shall be modified or revoked as is necessary to comply with the relevant state or federal laws. 23. Consistency with Comprehensive Plan and Land Development Regulations. The City finds that development of the SAP Area is in conformity with the Existi Zoning and is consistent with the Comprehensive Plan and Land Develop . nt Regulations. The City fmds that through the companion rezonings and 1. use amendments of approximately 25.886 acres of land to CS and Public P. . s and Recreation, the Lessee has satisfied the No Net Loss requirements conta ed in the Comprehensive Plan. 24. Phased Development. The Developer and the City agree that th= 'roject may be developed by multiple parties in multiple phases over the life o ' e Project and is designated as a Phased Project, as defined herein. 25. Construction Noise Waiver. Due to the Leased Prop= 's location and other logistical requirements, the City agrees that the Lessee is anted a construction noise waiver for the term of this Agreement and is permitte• o work between the hours of 6:00 PM and 8:00 AM the following day, on weekds, or at any time on Sundays or Holidays. 26. Coo oration, Ex edited Permittin 1 and Ti a is of the Essence. The Parties agree to cooperate with each other to the full ex t practicable pursuant to the terms and conditions of this Agreement, as we as the expedited review commitments contained in the Lease Agreements an s onstruction Administration Agreement. The Parties agree that time is of the esse ' e in all aspects of their respective and mutual responsibilities pursuant to this • : eement. The City shall reasonably cooperate to expedite the permitting and ap oval process in an effort to assist the Developer in achieving its development an• construction milestones. The City will accommodate requests from the Develop: s general contractor and subcontractors for review of phased or multiple permi' ng packages, such as those for excavation, site work and foundations, building -11, core, and interiors. In addition, the City will designate an individual within e City Manager's office who will have a primary (though not exclusive) duty to - rve as the City's point of contact and liaison with the Developer in order to facili e expediting the processing and issuance of all permit and license applications . ' approvals across all of the various departments and offices of the City which ► : ve the authority or right to review and approve all applications for such permits . • licenses. Notwithstanding the foregoing, the City shall not be obligated to issue 1 evelopment permits to the extent the Developer does not comply with the applile requirements of the Existing Zoning, the Comprehensive Plan, this Ag ement and applicable building codes. 27. • imname. Consistent with the signage provisions contained in the Lease Agreements, the Project will need to comply with all applicable Federal, State, County and City signage codes, rules, laws, orders, regulations, statutes, or ordinances. Permitted signage will accomplish the following goals: (i) moving pedestrians and vehicle traffic throughout the Overall Property safely and efficiently; (ii) promoting safe and 16 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2317 Miami Freedom Park SAP Development Agreement efficient pedestrian traffic within the Overall Property; and (iii) properly identifying the Project through Wayfinding signage. The Signage Program will include, but is not limited to, the following sign types: wall, window, projecting, hanging, awning, monument, menu board, Dynamic, Painted Roof Sign, and/or stadium directional signs, as provided for in the City Code, Regulating Plan, land developme regulations, as legally authorized and provided herein. To the extent the City ads " s more favorable signage regulations than those currently existing as of the Eff: Live Date of this Agreement, the Leased Property shall be the beneficiary of t, most favorable applicable signage regulations, provided the same is permissibl; .ursuant to the Lease Agreements. a. Pursuant to Article 2, Section 2-779(a), the Leased Prop: is eligible to obtain permit(s) for the erection of outdoor advertising signs on a • ilding located on the City owned Leased Property and operated by the Lessee, su •' - ct to the provisions therein. b. All banners for temporary events and specievents associated with ticketed events occurring within the Stadium and rela - 4 events are permitted by Right and are not subject to the limitations of Chapter 6 , Division 8 of the City Code. c. Pursuant to Chapter 62, Section 62-618. of the City Code, the Leased Property is eligible to receive a relocated digital r static Billboard, subject to the limiting provisions contained therein. 28. Reservation of Development Rights. (a) For the term of this Agreement, development of the Leased Pr within the SAP, the Compre this Agreement. City hereby agrees that it shall permit the erty in accordance with the Existing Zoning sive Plan, Regulating Plan, Concept Book, and (b) Nothing herein shall pr. , bit an increase in the density or intensity of development permitted on the Le. - d Property in a manner consistent with (1) the Existing Zoning and/or the omprehensive Plan, (2) any zoning change subsequently requested or initi. • d by the Developer in accordance with applicable provisions of law or (3) any a ning change subsequently enacted by the City. (c) The expiron or termination of this Agreement shall not be considered a waiver of, or li - station upon, the rights, including, but not limited to, any claims of veste ights or equitable estoppel, obtained or held by the Developer or its su ssors or, assigns to continued development of the Leased Property in c. formity with the Existing Zoning and all prior and subsequent approved evelopment permits or development orders granted by the City. The City reserves its immunities, defenses and any claims it has as to vested rights or equitable estoppel. Annual Review. (a) The Developer shall provide the City on an annual basis a status of the 17 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2318 Miami Freedom Park SAP Development Agreement Project in order for the City to conduct an annual review of the Development, including compliance with the Public Benefits as described in Section 14 herein. This requirement shall commence twelve (12) months after the Effective Date and shall continue throughout the term. The status from the Developer shall contain Section by Section description of the Developer's compliance with its obligati . s under this Agreement. (b) During its annual review, the City may ask for additional inform provided by the Developer. Any additional information required of th during an annual review shall be limited to that reasonably require the extent to which the Developer is proceeding in good faith to terms of this Agreement. on not eveloper o determine mply with the (c) Subject to the applicable terms and provisions of this Agre= ent, if the City fmds on the basis of competent substantial evidence that the D eloper failed to in good faith substantially comply with the terms, obligati s s, or conditions of this Agreement, the City may terminate or amend this A ement after providing thirty (30) days written notice to the Developer unless + ed by the Developer prior to the expiration of such thirty (30) day period; pro ed, however, that if such failure cannot reasonably be cured within thirty (30) . ays, the Developer shall not be in default if it measurably commences to cure ch breach within such thirty (30) day period and diligently pursues the cur: to completion. Any termination or modification of this Agreement sha not become effective until the City Commission approves same after hol ' ng two (2) duly noticed public hearings. 30. Notice. All notices, demands and r- . ests which may or are required to be given hereunder shall, except as otherwi expressly provided, be in writing and delivered by personal service or sent by . nited States Registered or Certified Mail, return receipt requested, postage pre • . d, or by overnight express delivery, such as Federal Express, to the Parties at t addresses listed below. Any notice given pursuant to this Agreement shall be • emed given when received. Any actions required to be taken hereunder which , 1 on Saturday, Sunday, or United States legal holidays shall be deemed to be perfed timely when taken on the succeeding day thereafter which shall not be a Sa y, Sunday or legal holiday. To the City. City M. . ger City oiami 350 ► ' an American Drive i, FL 33133 With copies to: City Attorney Miami Riverside Center 444 S.W. 2nd Ave., 9th Floor 18 SUBSTITUTED Miami, FL 33130 Law@miamigov.com Department of Planning Miami Riverside Center 444 S.W. 2nd Ave., 3rd Floor Miami, FL 33130 planning@miamigov.com Department of Resilience and Public Works Miami Riverside Center 444 S.W. 2nd Ave., 8th Floor Miami, FL 33130 Internetpublicworks@miamigov.com To the Developer: Miami Freedom Park, LLC c/o Pablo Alvarez, Esq. 800 Douglas Road, 12th Floor Coral Gables, FL 33134 With copies to: Greenberg Traurig, P.A. Attn: Iris V. Escarra, Esq. 333 SE 2nd Avenue, Suite 4400 Miami, FL 33131 CFN: 20230467325 BOOK 33783 PAGE 2319 Miami Freedom Park SAP Development Agreement Any party to this Agreement ma hange its notification address(es) by providing written notification to the remaining p . ies pursuant to the terms and conditions of this section. 31. Enforcement. The ty, its successor or assigns, and the Developer, its successors or assigns, shall ave the right to enforce the provisions of this Agreement. Enforcement s be by action at law or in equity against any parties or persons violating or • empting to violate any covenants, either to restrain violation or to recover d• • : ges or both. Each party shall bear its own respective attorney's fees. 32. Modif : two. In accordance with the Concept Book and development plans, the Proj - , will be developed in multiple phases. This Agreement may be modified, ded or released as to any phase, or any portion thereof, by a written instrument ecuted by the then, owner(s) and/or leaseholder(s) of such phase provided that the ame is also approved by the City Commission at two (2) publicly noticed hearings. Any application related to a particular phase, or any portion thereof, shall only require the consent, acknowledgment and/or joinder of the then owner(s) and mortgagees, if applicable, of such phase. In the event that there is a recorded homeowner, master, condominium and/or other association covering the property, 19 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2320 Miami Freedom Park SAP Development Agreement any phase or any portion thereof, said association may (in lieu of' the signature or consent of the individual members or owners), on behalf of its members and in accordance with its articles of incorporation and bylaws, consent to any proposed modification, amendment, or release by a written instrument executed by th association. Any consent made pursuant to a vote of an association shall .e evidenced by a written resolution of the association and a certification execute- by the secretary of the association's board of directors affirming that the vote c. plied with the articles of incorporation and the bylaws of the association. For p . oses of this Agreement, references to "condominium association" or "association" hall mean any condominium or other association or entity, including master ociation, as applicable, which governs any portion of the Leased Property. 33. Authorization to Withhold Permits and inspections. In the e t the Developer is obligated to make payments or improvements under the to . • of this Agreement or to take or refrain from taking any other action under • Agreement and such obligation(s) is/are not performed as required, in addi .n to any other remedies available, the City, in its regulatory capacity, is hereb authorized to withhold any further permits, and refuse any inspections or grant . ► , approvals until such time this Agreement is complied with. In the event the rd eveloper is obligated to make payments or improvements under the terms o . e Lease Agreements and/or the Construction Administration Agreement, inc : ing any financial obligations under the Lease Agreements, and such obliga ' s are not performed as required, in addition to any other remedies available, e City, in its landlord capacity, is hereby authorized pursuant to the terms of i e Lease Agreements and Construction Administration Agreement, to 1 old any further permits, and refuse any inspections or grant any approvuntil such time the Lease Agreements are complied with. 34. Exclusive Venue Choice o aw S r ecilic Performance. It is mutually understood and agreed by the Parties reto, that this Agreement shall be governed by the laws of the State of Florida, d any applicable federal law, both as to interpretation and performance, and tha s y action at law, suit in equity or judicial proceedings for the enforcement of this greement or any provision hereof shall be instituted only in the courts of the Sta - of Florida or federal courts and venue for any such actions shall lie exclusively n a court of competent jurisdiction in Miami -Dade County. In addition to . , ; other legal rights, the City and the Developer shall each have the right to specific . - rformance of this Agreement in court. Each party shall bear its own attorney' fees. Each party waives any defense, whether asserted by motion or pleadi ' , , that the aforementioned courts are an improper or inconvenient venue. Mo •ver, the Parties consent to the personal jurisdiction of the aforementioned c.. s and irrevocably waive any objections to said jurisdiction. The Parties evocably waive any rights to a jury trial. Severabilitv. Invalidation of any of these covenants, by judgment of court of competent jurisdiction in any action initiated by a third party, in no way shall affect any of the other provisions of this Agreement, which shall remain in full force and effect. The Parties agree that in the event any part of this Agreement is struck down 20 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2321 Miami Freedom Park SAP Development Agreement by judicial proceedings, the Parties shall continue to honor the remaining terms and conditions of this Agreement to the extent allowed by law. Invalidation, amendment, or modification of the Lease Agreements and/or Construction Administration Agreement shall not invalidate this Agreement. 36. No Oral Change or Termination. This Agreement and the exhibits and attac is constitute the entire agreement between the Parties with respect to the com• ents of the Miami Freedom Park SAP discussed herein. This Agreement super • : es any prior agreements or understandings between the Parties with respect to e subject matter hereof. No change, modification, or discharge hereof in whole o part shall be effective unless such change, modification, or discharge is in wri g and signed by the party against whom enforcement of the change, modificati • , or discharge is sought and after two (2) public hearings before the City •.mmission. This Agreement cannot be changed or terminated orally. This . ection shall not be construed to impact the integrity, validity, or enforceability . the Lease Agreements and/or Construction Administration Agreement. 37. Compliance with Applicable Law. Subject to th erms and conditions of this Agreement, throughout the term of this Agreement e Developer shall comply with all applicable federal, state, and local laws, ru , regulations, codes, ordinances, resolutions, administrative orders, permits, po ' ies and procedures, and orders that govern or relate to the respective parry's • . igations and performance under this Agreement in all material respects, all as ' -y may be amended from time to time. 38. Representations; Representatives. ach party represents to the other that this Agreement has been duly authorize ' , delivered, and executed by such party with the legal authority to do so and there e this Agreement constitutes the legal, valid, and binding obligation of such p enforceable in accordance with its terms. 39. No Exclusive kemedies, o remedy or election given by any provision in this Agreement shall be de ed exclusive unless expressly so indicated. Wherever possible, the remedie : anted hereunder upon a default of the other party shall be cumulative and in . ' 1 ition to all other remedies at law or equity arising from such event of default ► er than any remedy which may be available at law or in equity which permits t- termination of this Agreement), except where otherwise expressly provided. 40. Events o ` 1 efault. (a) e Developer shall be in default under this Agreement if any of the following vents occur and continue beyond the applicable grace period: the Developer fails to perform or breaches any material term(s), covenant(s), or condition(s) of this Agreement, which breach is not cured within thirty (30) days after receipt of written notice from the City specifying the nature of such breach; provided, however, that if such breach cannot reasonably be cured within thirty (30) days, then the Developer shall not be in default if it commences to cure such breach within said thirty (30) day period and diligently prosecutes such cure to completion. 21 SUBSTITUTED (b) CFN: 20230467325 BOOK 33783 PAGE 2322 Miami Freedom Park SAP Development Agreement The City shall be in default under this Agreement if the City fails to perform or breaches any material term(s), covenant(s), or condition(s) of this Agreement and such failure is not cured within thirty (30) days after receipt of written notice fro the Developer specifying the nature of such breach; provided, however, that if s breach cannot reasonably be cured within thirty (30) days, the City shall not .e in default if it commences to cure such breach within said thirty (30) day pe ' • d and diligently prosecutes such cure to completion. (c) It shall not be a default under this Agreement if either party is dec i ed bankrupt by a court of competent jurisdiction. All rights and obligations i is Agreement shall survive such bankruptcy of any party. The Parties hereby '•rfeit any right to terminate this Agreement upon the bankruptcy of the other p (d) Notwithstanding the foregoing or anything contained this Agreement to the contrary, following an assignment of this Agree t, (i) a default by any successor(s) or assignee(s) of the Developer of any • ion of this Agreement shall not be deemed to be a breach by (A) the Develop , or (B) any other successor or assignee of the Developer; and (ii) a default by • Developer under this Agreement shall not be deemed to be a breach by an successor(s) or assignee(s) of the Developer of their respective rights, dutie or obligations under this Agreement. For purposes of clarity, the Project m• ' be developed by multiple parties in multiple phases over the next several ears. Any actual or alleged default by a developer of a portion(s) or phase(s • f the Project, including, but not limited to, the Developer, shall not cause, nor e treated, deemed, or construed as a default by another developer or party wi respect to any other portion(s), phase(s), or component(s) of the Project. 41. Remedies Upon Default. (a) Neither party may t inate this Agreement upon the default of the other party, unless otherwise i ► icated in this Agreement, but shall have all of the remedies enumerated her-'.. Nevertheless, upon a material breach of this Agreement by a party, the no .reaching party shall have the right to terminate this Agreement upon a fina •rder from a court of competent jurisdiction finding this Agreement rescinded terminated due to a material breach which has not been cured. (b) Upo e occurrence of a default by a party to this Agreement not cured within the ap cable grace period, the Developer and the City agree that any party may seek s' cific performance of this Agreement, and that seeking specific performance all not waive any right of such party to also seek monetary damages, injunctive relief, or any other relief other than termination of this Agreement. Assignment or Transfer. This Agreement shall be binding on the Developer and its heirs, successors, and assigns, including the successor to or assignee of any Property Interest. The Developer, at its sole discretion, may assign, in whole or in part, this Agreement including any of its rights and obligations hereunder, or may extend the 22 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2323 Miami Freedom Park SAP Development Agreement benefits of this Agreement, to any holder of a Property Interest without the prior written consent or any other approval of the City as to its regulatory capacity; however, an assignment or transfer is subject to compliance with the terms of the Lease Agreements and Construction Administration Agreement regarding assignment. The City shall be notified in writing within thirty (30) days after assignment or transfer. 43. Obligations Surviving Termination Hereof. Notwithstanding and prevailg over any contrary term or provision contained herein, in the event of lawful termination of this Agreement, the following obligations shall 've such termination and continue in full force and effect until the expiration o • four (4) year term following the earlier of the effective date of such termination .r the expiration of the Term: (i) the exclusive venue and choice of law provisio contained herein; (ii) rights of any party arising during or attributable to the per - prior to expiration or earlier termination of this Agreement; and (iii) any other or provision herein which expressly indicates either that it survives the termi ion or expiration hereof or is or may be applicable or effective beyond the a'ration or permitted early termination hereof. 44. Lack of Agency Relationship. Nothing conta ed herein shall be construed as establishing an agency relationship between t - City and the Developer and neither the Developer nor its employees, agent contractors, subsidiaries, divisions, affiliates or guests shall be deemed • :-nts, instrumentalities, employees, or contractors of the City for any purpos hereunder, and the City, its contractors, agents, and employees shall not be de ed contractors, agents, or employees of the Developer or its subsidiaries, divisi s s or affiliates. 45. Conflict. It is acknowledged as well as the Lease Agree there is a conflict with Agreements, then the m law. If there is a c Construction Admi unless otherwise 46. Successor this Agree Nothing the pub ' in t the Developer must comply with this Agreement is and Construction Administration Agreement. If tween the terms of this Agreement and the Lease restrictive term(s) applies, unless otherwise provided by ict with between the terms of this Agreement and the tration Agreement, then the most restrictive term(s) applies, vided by law. ns and Desi : nees. The covenants and obligations set forth in nt shall extend to the Developer, its successor(s) and/or assigns. tained herein shall be deemed to be a dedication, conveyance or grant to general nor to any persons or entities except as expressly set forth herein. 47. In mnification. Developer agrees to indemnify, defend, and hold harmless the City ainst and from any and all claims by or on behalf of any person, firm or corporation, 'sing from this Agreement, the SAP approval, and any hazardous condition of the Property, in accordance with and subject to the indemnification provisions provided in Section 8.2 of the Lease Agreements. For avoidance of doubt, the Developer hereby acknowledges that the indemnification obligations of the Developer set forth in Section 8.2(a) of the Lease Agreements includes any liability, loss or damage 23 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2324 Miami Freedom Park SAP Development Agreement incurred by the City resulting from a challenge to the Development Agreement or the approval of the Special Area Plan. 48. Amendment or Termination by Mutual Consent. This Agreement may not b amended or terminated during its term except by mutual agreement of the Develo ' r and its successors and assigns, and the City in writing. Prior to amendi • _ or terminating this Agreement, the City Commission shall hold two (2) duly •ticed public hearings 49. No Third -Party Beneficiary. No persons or entities other than the the City, permitted successors and assigns, shall have any rights w this Agreement. veloper and tsoever under 50. Recording. A fully executed original of this Agreement s - 1 be recorded in the public records of the County by the Developer, at the Deloper's sole cost and expense, within thirty (30) days after execution by all P. es. This Agreement shall be recorded in the Public Records of Miami -Dade Co P , Florida at the Developer's expense and shall inure to the benefit of the P . A copy of the recorded Development Agreement shall be provided to the " ity Clerk, the City Attorney, and the Planning Department within two (2) weeks . . recording. 51. No Conflict of Interest. The Developer a es to comply with Section 2-612 of the City Code as of the Effective Date, with - spect to conflicts of interest and with the State of Florida Ethics Code, and the iami-Dade County Conflict of Interest and Code of Ethics Ordinance. 52. Counter i arts/Electronic Si In ure. This Agreement may be executed in any number of counterparts, each • which so executed shall be deemed to be an original, and such counterparts shall gether constitute but one and the same Agreement. The Parties shall be entitled to gn and transmit an electronic signature of this Agreement (whether by facsimile, ' 1 F or other email transmission), which signature shall be binding on the p • hose name is contained therein. Any party providing an electronic signatur; agrees to promptly execute and deliver to the other parties an original signed reement upon request. 53. Esto ; gel C tifieate. Upon request by the Developer, the City or its duly authorized represente will deliver to the Developer, within thirty (30) days after such request is made • certificate in writing certifying (a) that this Agreement is unmodified and in ful orce and effect (or if there have been any modifications, a description of such mo fications and confirmation that this Agreement as modified is in full force and e ect); (b) that to the best knowledge, information and belief of such the City, the eveloper is not, at that time, in default under any provision of this Agreement, or, if in default, the nature thereof in detail; (c) to the best knowledge of the City, whether Developer has a claim against the City under this Agreement, and, if so, the nature thereof and the dollar amount of such claim; and (d) such other matters as such Developer or its lender may reasonably request. Each party further agrees that such certificate shall be in a form reasonably acceptable to the City Attorney and may be 24 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2325 Miami Freedom Park SAP Development Agreement relied upon by (1) any prospective purchaser of the fee or mortgage or assignee of any mortgage on the fee of the Leased Property or any portion thereof. [Execution Pages for the City and the Developer Follow] 25 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2326 Miami Freedom Park SAP Development Agreement NOW, WHEREOF, the City and the Developer have caused this Agreement to be duly executed. Witnesses: 'amc..CoWiahy1-e C2l.tkof -Q,11 lint Name: STATE OF FLORIDA ) ss: COUNTY OF MIAMI-DADE The foregoing instrument was acknowledg presence or ❑ online no ariza 'on, this by �df ,���_ a Delaware limited liability company, on be of saic personally known to m: or Miami Freedom Park, LLC., Delaware limited liability co.' .an By: Name: Title: before a by means of LjV physical IIAMI FREEDOM PARK, LLC, limited liability company, who is who has produced as identification. as [NOTARIAL SEAL] — —.i,— earl- — IR i. ,Fpm IRIS ESC Notary Public - to of Florida Commissi • 0 HIS 076669 My Comm plres Jan 3, 2025 t Name:'TDi s ? Ca_te)( tary Public, [.)6 Commission #: 411- CrVg to (p Cj My Commission Expires: cT(10. etble4s 26 SUBSTITUTED CITY OF MIAMI, FLORID C� Arthur Noriegai V, ity Manager ATTEST: CFN: 20230467325 BOOK 33783 PAGE 2327 Miami Freedom Park SAP Development Agreement APPROVED f 0 FORM AND CORRE TNESS: By: V oria Meng ez, City Attorney 27 ALK 22-144 Dev pment Agreement SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2328 Miami Freedom Park SAP Development Agreement Exhibit "Al" Legal Descriptions of Leased Property 28 CFN: 20230467325 BOOK 33783 PAGE 2329 I SUBSTITUTED SKETCH TO ACCOMPANY LEGAL DESCRIPTION SCALE: 1=500' POINT OF COMMENCEMENT Southwest Corner, Northeast 1/4, Section 32-53-41 Note: 1. The bearings shown hereon re e to an assumed bearing (North 88'08'18" East) along the South line of the Northeast One -Quarter /4) of Section 32, Township 53 South, Range 41 East, Miami -Dade County, Florida 2. This sketch is not valid ithout the signature and the original raised seal of the attesting Florida licensed surveyor and m. •er. s.. 0, POINT OF BEGINNING -----.417173T----'24'21'"E 609.46' 1470'0429T 285.46' 8649'41'E 251 52' NO255'37111 508.92.- 5870324V 4.09' 12e,05' 0=12'4734' R.-573.52' CH.12=127.79' CHB_---N08'39`1011' L=177.36' 6=46'3017" R=218.52' CH.17.-172.54' CH.O.r.X.0•18`05'14' L=25'3.54' 0--2255`46- f658.52" C11.11=N7..vOl'o5V A1.W /7Th siREET „ - - c7 f M; IP I .71•t m, _r 1 16 -- 1 29 1 P8 41' 1*.1 x L.3? - - f f a L=33781. 0=41'10'52' - 9- RA-470.00. CH11=33059' --- to N0T56'01.11Y 19.3.68' -?!CH.8.-4124'00:3211 1 I r0 fg I f-C4- 71 TR- 4' 1..5• ty _ 15 ib P100153`17"1"1 59.9E' N88'08'I8'E 649.3 N872421 "E 392.40' i North Line, NE 1/4. Section 32-53-41 S71'24'19"E 146.44' 1.=17736' A=46.30'17" ma=177.54' CH.B.=S38'18' 4' 4=6403'41" 3.52' CH.D.-soe,36" =5165354V 1=177." 0=46'3077" I--R=21 2' CH.0.=172.54' CH =5721552V — - - 1 .7. P? " 2 t A I 1 J i ti 2: 2' 1',..i : ' 1 1 i',' 1 23 1 , ' • j* -1 O '2 (J1•1` ,;(5) , rt 14 1'4 Leioune Gorden 212 Plat 800 44, 1 k ,1 ii:7.1 tStO cite-. Section 4 ,,..,..„ Page 23 I ft - - -11:5 - -1 1 - , N - I:4 -1 --- '1, I l;) '`c:)1/ i L.T, .,. " 1'146 I " ? i, I, . 2 j6„,...._L -" VW— -17rE7 _ NO0'53'17141 45.01' South Line, N.E. 1/4, Section 32-53-41 N. east Corner, tion 32-53-41 65.00' 1' R - Radius d - Delta Angle L - Arc Length Ch.B. - Chord Bearing Ch.D. - Chord Distance SCHWEBKE S H 1 S K 1 N + ASSOCIATES LAND SURVEYORS • ENGINEERS • LAND PLANNERS ( L B — 8 7) CORPORATE WAY, MIRAMAR, FLORIDA 33025 DADE:(305) 652-7010 BROWARD:(954) 435-7010 FAX:(305) 652-8284 THIS IS NOT A "LAND SURVEY." ORDER NO.: DATE: SHEET OF SHEET(S) F B N.A. 214269 1 0/1 1 /2021 V253,11\MELREESE GOLF cOuftstISKErett LEcAL\REzoNiNc\DwG\ExHeirs OCT 202 \PARca EXHIBIT LEGALS 20211011 DWG I SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2330 SKETCH TO ACCOMPANY LEGAL DESCRIPTION LEGAL DESCRIPTION A PORTION OF UN -SUBDIVIDED LANDS LYING WITHIN THE NORTHEAST ONE -QUARTER (1/4) OF SECTION 32, TOWNSHIP .3 SOUTH, RANGE 41 EAST, SAID LANDS BEING MORE PARTICULARLY DESCRIBED AS roams - COMMENCE AT THE SOUTHWEST CORNER OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32; THENCE SOUTH LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAID SECTION 32, NORTH 88'08'18" EAST FOR A DI OF 649.34 FEET TO A POINT; THENCE RUN NORTH 00'53'17" WEST FOR A DISTANCE OF 45.01 FEET TO A LINE 45.00 FEET NORTH OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE SAID SOUTH L ONE -QUARTER (1%4) OF SECTION 32; THENCE RUN ALONG THE EASTERLY LIMITED ACCESS RIGHT -OF - AVENUE (LEJEUNE ROAD) THE FOI LOWING FIVE (5) COURSES; (1) THENCE RUN NORTH 00'5.5' 17" WES FEET TO A POINT; (2) THENCE RUN NORM / 48'58'49 " WEST FOR A DISTANCE OF 562..53 FEET IQ A CIRCULAR CURVE CONCAVE TO THE NORTHEAST, (3) THENCE RUN NORTHWESTERL Y ALONG THE ARC HAVING A RADIUS OF 470.00 FEET, A CENTRAL ANGLE OF 41'1057: A CHORD LENGTH OF 330. OF NORTH 24'00'32" WEST FOR A DISTANCE OF 337,81 FEET TO A POINT OF TANGENCY; (4) FOR A DISTANCE OF 623.61 FEET TO A POINT (5) THENCE RUN NORTH 0758 00" V/EST FO POINT ON A LINE 50.00 FEET EAST OF AND PARALLI_'L WITH. AS MEASURED AT FIGHT A ONE -QUARTER (1/4) OF SAID SECTION 32; THENCE RUN ALONG A LINE 50.00 FEET EAS RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF SAND DISTANCE OF 992.21 I EET TO A POINT THENCE RUN NORTH 88'49'41 " EAST FOR A RUN NORTH 70'04 29'. EAST FOR A DISTANCE OF 265.46 FEET TO A POINT ON TH ALONG THE WORTH LINE OF SAID SECTION 32 NORTH 8724 21 " EAST FOR A DI BEGINNING OF THE FOLLOWING DESCRIBED PARCEL OF LAND; THENCE CONTINU 87'24 21 " EAST FOR A DISTANCE OF 392.40 FEET TO A POINT, THENCE RUN FEET TO A POINT ON A NON -TANGENT CIRCULAR CURVE CONCAVE TO TH ARC OF SAID CIRCULAR CURVE TO THE RIGHT HAVING A RADIUS OF 658 OF 120.63 FEET AND A CHORD BEARING OF SOUTH 66 48 32" EAST, F COMPOUND CURVATURE;; THENCE RUN SOUTHEASTERLY ALONG THE A 218.52 FEET A CENTRAL ANGLE OF 4630'17, A CHORD LENGTH FOR AN ARC DISTANCE OF 17736 FEET TO A POINT OF COMPOU' CIRCULAR CURVE TO THE RIGHT HAVING A RADIUS OF 573.52 FEET AND A CHORD BEARING OF SOUTH 165854" WEST FO CURVATURE THENCE RUN l,/ESTERLY ALONG rig: OF CENTRAL ANGLE OF 4630'17'; A CHORD LENGTH OF 172. DISTANCE OF 17736 FEET TO A POINT OF COMPOUND TO THE RIGHT, HAVING A RADIUS OF 658.52 FEET A CHORD BEARING OF NORTH 73 01 '06" WEST, FOR A THENCE RUN NORTHWESTERLY ALONG THE ARC OF ANGLE OF 46'30'17", A CHORD LENGTH OF 172 OF 17736 FEET TO A POINT OF COMPOUND RIGHT, HAVING A RADIUS OF 573.52 FEET, BEARING OF NORTH 0839'10" WEST FOR A DISTANCE OF 4.09 FEET TO A POINT - BEGINNING; CONTAINING 547,554 SQU ' 'E NOTE: 1. THE BEARINGS SHOWN HER ' RELATE TO AN ASSUMED BEARING (NORTH 8808'18" EAST) ALONG THE SOUTH LINE OF THE NORTHEAST ONE -QUARTER /4) OF SECTION 32, TOWNSHIP 53 SOUTH, RANGE 41 EAST, MIAMI-DADE COUNTY, FLORIDA. 2. THIS SKETCH IS NOT V' lD WITHOUT THE SIGNATURE AND THE ORIGINAL RAISED SEAL OF THE ATTESTING FLORIDA LICENSED SURVEYOR AND MAPPER UN ALONG THE ANCE INT ON A OF THE NORTHEAST LINE OF N.W, 42ND OR A DISTANCE Of 59.96 0/NT ON THE NEXT DESCRIBED F SAID CURVE TO THE RIGHT, FEET ALONG A CHORD BEARING ENCE RUN NORTH 03.25 06" WEST A DISTANCE OF 193.68 FEET TO A T0, THE WEST LINE OF THE NORTHEAST OF AND PARALLEL WITH, AS MEASURED AT CTION 32, NORTH 0054 35" WEST FOR A /STANCE OF 251.82 FEET TO A POINT THENCE' NORTH LINE OF SAID SECTION 32,• THENCE RUN ANCE OF 609.46 FEET TO THE POINT OF ALONG THE NORTH LINE OF SAID SECTION 32, NORTH OUTH 7124'19" EAST FOR A DISTANCE OF 146.44 OUTHWEST; THENCE RUN SOUTHEASTERLY ALONG THE 2 FEET A CENTRAL ANGLE OF 1030 38", A CHORD LENGTH AN ARC DISTANCE OF 120.80 FEET TO A POINT OF OF A CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 172, 54 FEET AND A CHORD BEARING OF SOUTH 38'18'05" EAST, CURVATURE; THENCE RUN SOUTHERLY ALONG' THE ARC OF A ET, A CENTRAL ANGLE OF 64 03'41 ", A CHORD LENGTH OF 608.36 AN ARC DISTANCE OF 641.24 FEET TO A POINT OF COMPOUND IRCUTAR CLIRVL TO THE RIGHT, HAVING A RADIUS OF 218.52 FEET, A FEET AND A CHORD BEARING OF SOUTH 72'15'52" WEST FOR AN ARC RVATURE; THENCE RUN WESTERLY ALONG THE ARC OF A CIRCULAR CURVE NTRAL ANGLE OF 22 55'46', A CHORD LENGTH OF 261.78 FEET AND A ARC DISTANCE OF 263.54 FEET TO A POINT OF COMPOUND CURVATURE; A CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 218.52 FEET, A CENTRAL 4 FEET AND A CHORD BEARING OF NORTH 38'18'05" WEST, FOR AN ARC DISTANCE VATURE; THENCE RUN NORTHERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE CENTRAL ANGLE OF 124734'; A CHORD LENGTH OF 12779 FEET AND A CHORD ARC DISTANCE OF 128.05 FEET TO A POINT THENCE RUN SOUTH 87'03'24" WEST FOR HENCE RUN NORTH 0255'37" WEST FOR A DISTANCE OF 508.92 FEET TO THE POINT OF FEET MORE OR LESS OR 12.570 ACRES MORE OR LESS. FAA SCHWEBKE S H S I + ASSOCIATES LAND SURVEYORS • ENGINEERS LAND PLANNERS (LB-87) 32 CORPORATE WAY, MIRAMAR, FLORIDA 33025 DADE:(305) 652-7010 BROWARD:(954) 435-7010 FAX:(305) 652-8284 THIS IS NOT A "LAND SURVEY." ORDER NO.:....._.. 214269 DATE:,_ - 10/11/2021 SHEET OF SHEET(S) F.B_: N.A. 32534I\'dt'tT GOLF COURSE\SKETCH LEGAL\RfZONING\OWG\EXHIBITS OCT 2027,:FARCF.L EXHIBIT LEGALS 20211011 DWG North Line, NE 1/4, N8724211 Section 32-53-41 491.99' P18774'21' 351.42' Point"A „N872421'E 954169' L-208.06' 4-8F4426' R-19000' CN.O.-19Z82' Ch6-kJ8'42'14T NO 20'Ol 16Z35' N07'58'00'U' 191 88' POINT so2'55.37'E EIEMING 150.97' ar NQi01'0819 244 78"-'' $86.58341V 348e30'� 301 i256T 242.22'- _ N.W. l71h smEr' _ __ 1 rr-iz_;1j T �T-I L_r_ ?e I zy�� —z —�_ --�_ 1��i �_2 - _rr .1 $ _,$B— 1'41 3 I 28 I i -? _ I _ _ _29_.,41 4: _j _25I —``2-1 I- I 5 I 24 _5 —1 a j 5 1—_ I-6 I 23 — ?_ 1J 2S 17 22 1 r B q, 25 1 L.437.81' 4r 4rY0'SZ" _ 1 2 _ 11•470.00' QQ9 3X1.59'•0 - i 24—CN.bt-N24100 3271/ -4 !I 10 I 19 17 3 1a i1-.�.-181_17: I r_1, 13 I n cc77i L, IS ra I'3+a -16_j 400'3317"W 59.96' Fl r 2 * j eryy l <Ky au west Corner 2 PONT OF BEGINNING N877421 t 11z47' N70V429t 283M46' 1`4.4Y88#1T �— 251.82' 50.00 h c Q ti 1 PORT OF CFN: 20230467325 BOOK 33783 PAGE 2331 I SUBSTITUTED SKETCH TO ACCOMPANY LEGAL DESCRIPTION SCALE: 1 "=500' Northeast ,/4, r rN88'08'18T 649.34' Section 32-53-41 Note: 1. The bearings shown hereon of the Northeast One -Quart County, Florida. 2. This sketch is not voliwithout the signature and the original raised seal of the attesting Florida licensed surveyor and •per. 4 1I a 24 15 I 2./ I r6 I- ' 1 2a, 19ir j a LeJeune Gorden ' Estotes Section 4 ' i 0 } Plat Book 44, zr [1 Page 23 1 4 -- i-/3 I __ I ti I i 15 a8 J L__— J —_� I I;8 j I f— 15 ! I I 1e 1 17 14 I 4 ►�_ i61A11 IP N00`53'17'W 4501' ate to an assumed bearing (North 8808'18" East) along the South line 1/4) of Section 32, Township 53 South, Range 41 East, Miami -Dade Northeo Comer, Sectio 32-53-41 5.00' -35.00' 1 South Line, N.E. 1/4, Section 32-53-41 R - Radius d - Delta Angle L - Arc Length Ch.B. - Chord Bearing Ch.D. - Chord Distance SCHWEBKE S H (SKIN + ASSOCIATES LAND SURVEYORS • ENGINEERS • LAND PLANNERS CORPORATE WAY, MIRAMAR, FLORIDA 33025 DADE:(305) 652-7010 BROWARD:(954) 435-7010 FAX:(305) 652-8284 (LB-87) THIS IS NOT A "LAND SURVEY." SHEET _ OF _ SHEET(S) ORDER NO.: 214269 DATE 10/11/2021 F.B.: N.A. 1J2534AAMELREESE COW Caul1SE\SKETCH 1,EGA L‘RE ZONINC WG\EXlII8flS XCT 2021\PARCEL Emar VON .s 20211011 DWG SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2332 SKETCH TO ACCOMPANY LEGAL DESCRIPTION LEGAL DESCRIPTION: A PORTION OF UN —SUBDIVIDED LANDS LYING WITHIN THE NORTHEAST ONE —QUARTER (1/4) OF SECTION 32, TOW HIP 53 SOUTH, RANGE 41 EAST, SAID LANDS BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS' COMMENCE AT THE SOUTHWEST CORNER OF THE NORTHEAST ONE —QUARTER (1/4) OF SAID SECTION 32; TT NCE RUN ALONG THE SOUTH LINE OF THE NORTHEAST ONE —QUARTER (1/4) OF SAID SECTION 32, NORTH 88'08'18" EAST FO' A DISTANCE OF 649.34 FEET TO A POINT; THENCE RUN NORTH 00'53' 17" WEST FOR A DISTANCE OF 45.01 FEET A POINT ON A LINE 45.00 FEET NORTH OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE SAID SO LINE OF THE NORTHEAST ONE —QUARTER (1/4) OF SECTION 32, THENCE RUN ALONG THE EASTERLY LIMITED ACCESS RIGHT — —WAY LINE OF N.W. 42ND AVENUE (LfdEUNE ROAD) THE FOLLOWING FIVE (5) COURSES; (1) THENCE RUN NORTH 0053'17" EST FOR A DISTANCE OF 59.96 TILT TO A POINT,- (2) THENCE RUN NORTH 48'5849" WEST FOR A DISTANCE OF 562.53 FEET 0 A POINT ON THE NEXT DESCRIBED CIRCULAR CURVE CONCAVE TO THE NORTHEAST; (3) THENCE RUN NORTHWESTERLY ALONG T 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 30.59 FEET ALONG A CHORD BEARING OF NORTH 24'00'32" WEST, FOR A DISTANCE OF 33781 FEET TO A POINT OF TANGENC (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" W ' FOR A DISTANCE OF 193.68 FEET TO A POINT ON A LINE 50.00 FEET EAST OF AND PARALLEL WITH, AS MEASURED AT RICH ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE—OUARTER (1/4) OF SAID SECTION 32; THENCE RUN ALONG A LINE 50.00 FE EAST OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE WEST LINE OF THE NORTHEAST ONE —QUARTER (1/4) OF .AID SECTION 32, NORTH 00'54 35" WEST FOR A DISTANCE OF 992.21 FEET TO A POINT; THENCE RUN NORTH 88°49'41 " EAST 'dR 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 ' THE NORTH LINE OF SAID SECTION 32; THENCE RUN ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 87'24'21 " EAST FO" A DISTANCE OF 117.47 FEET TO THE POINT OF BEGINNING OF THE FOLLOWING DESCRIBED PARCEL OF LAND; THENCE CI - INUE ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 8724 21 " EAST FOR A DISTANCE OF 491.99 FEET TO A POINT HEREIN TER KNOWN AS POINT "A THENCE RUN SOUTH 0255 37" EAST FOR A DISTANCE OF 150.97 FEET TO A POINT; THENCE RUN / TH 72 00'10" WEST FOR A DISTANCE OF 1164.70 FEET TO A POINT; THENCE RUN NORTH 0720'Ol " EAST FOR A DISTANCE OF .7.35 FEET TO A POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE SOUTHEAST,• THENCE RUN NORTHEASTERLY AL' G THE ARC OF SAID CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 190.00 FEET, A CENTRAL ANGLE OF 62 44 26 ", A P 'ORD LENGTH OF 19782 FEET AND A CHORD BEARING OF NORTH 38 42'14 " EAST, FOR AN ARC DISTANCE OF 208.06 FEET TO POINT; THENCE RUN NORTH 70 04 27" EAST FOR A DISTANCE OF 492.97 FEET TO THE POINT OF BEGINNING; CONTAINING 27 ,515 SQUARE FEET MORE OR LESS OR 6.256 ACRES MORE OR LESS. TOGETHER WITH.: COMMENCE AT THE AFOREMENTIONED POINT "A';• T NCE RUN ALONG THE NORTH LINE OF SAID SECTION 32, NORTH 8724 21 " EAST FOR A DISTANCE OF 958.69 FEET TO THE POINT dF BEGINNING B" OF THE FOLLOWING DESCRIBED PARCEL OF LAND; THENCE CONTINUE ALONG THE NORTH LINE OF SAID S ' ION 32, NORTH 8724 21 " EAST FOR A DISTANCE OF 351.42 FEET TO A POINT; THENCE SOUTH 01 '52 56 " EAST FOR A DISTA E 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" W FOR A DISTANCE OF 244.78 FEET TO THE POINT OF BEGINNING 'B'; CONTAINING 84,978 SQUARE FEET MORE OR LESS 0' 1.951 ACRES MORE OR LESS. NOTE: 1. THE BEARINGS SHOWN HERE/ RELATE TO AN ASSUMED BEARING (NORTH 88'08'18" EAST) ALONG THE SOUTH LINE OF THE NORTHEAST ONE —QUARTER (1 4) OF SECTION 32 TOWNSHIP 53 SOUTH, RANGE 41 EAST, MIAMI—DADE COUNTY, FLORIDA. 2 THIS SKETCH IS NOT VA i WITHOUT THE SIGNATURE AND 1HE ORIGINAL RAISED SEAL OF THE ATTESTING FLORIDA LICENSED SURVEYOR AND MAPPER. SS SCHWEBKE SHISKIN + ASSOCIATES LAND SURVEYORS • ENGINEERS • LAND PLANNERS (LB-87) CORPORATE WAY, MIRAMAR, FLORIDA 33025 DADE:(305) 652-7010 BROWARD:(954) 435-7010 FAX:(305) 652-8284 ORDER NO.: _ 214269 THIS IS NOT A "LAND SURVEY." DATE' 10/11/2021 SHEET OF SHEET(S) F.B : N.A. 1S2 34T\7iELREESI GOLF COURSE\SKETCH LEGAL\REZONING\DWG\EXHIBITS OCT 2021\PARCEL EXHIBIT LEGALS 2021 701 I DWG CFN: 20230467325 BOOK 33783 PAGE 2333 I SUBSTITUTED SKETCH TO ACCOMPANY LEGAL DESCRIPTION N872421't 117.47'- N70'04 29'E 2855 46' N88'49'4 251.82' 50. ad' SCALE: 1"=500' 50.00' -1 POINT OF BEGINNING h j� POINT OF - COMMENCEMENT Southwest Corner, Northeast 1/4, Section 32-53 41 Note: 1. The bearings shown hereon re e to an assumed bearing (North 88V8'18" East) along the South line of the Northeast One -Quarter /4) of Section 32, Township 53 South, Range 41 East, Miami -Dade County, Florida. 2. This sketch is not valid hout the signature and the original raised seal of the attesting Florida licensed surveyor and ma -North Line, NE 1/4, Section 32-53-41 N1172421'E 5652 +4g2'91 57 fl4 1 g4.70 2 0p 10"E 1502'5537'E / ..,•/ 357.95. L=208.06' d-62'4426" R ' 190 00' CH.D.=197.82' o21.10=.538'42'1/4101 SO72o 01 "W 16735' L =128. 05' A =12 47'34 " / R=573 52' CH. 0. =127 79' Ch!6.=50839'in" L=177.36' 1=46'30'17" R=218 52' CH.D.=172.54' d CI1.B=S38'1805"E /dr 5 48/ 1•66S •L=106.97' d=1302.27" R=470.00' CH.D.=106.74' CH..B,=N09'56201Y t w S86'5854"W 739.49' 1 1 1 - � ` j L 230! 84' 428'08'25" R=470.00' CH.D.=22 - i CH.B. N3031 5'W f ! 11! !s 12- -! N7124'191W 146.44' N87'0324 4.09' L=17Z36' 4=46'30'17" R=21852' CH.D.=172.54' CH.a=N38'18 05"W (-7-..�1 Ia IL=127 31. i R=86 -i'- -- I CH T _ 7_`J- 1 L=120.80' d=10'30 38" =658.52' CH.D.=120.63' CH.B.=N66'48'32'W L=624.30' d=85'0629" R=42729` CH.D.=568.47' CH.B.=S38-45'051Y 6' d=46'30'17" .52' CH.D.=172.54' =N72'1552"E 4' a4=8437'16" 48' CH.D.= 1165.19e` 5412031" _ f I 6 i 14 I LeJeune Gorden Estates Section 4 i - Plat Doak 44, i`y Page 23 r --- " JL I I i $ I L=159.64' d=875701" F_ N88'08'18"E 649. NO053'17'W 45.01' rtheust Corner, ection 32-53-41 85.00' 586'58' 58.97' 3.12"E 5.24' L= 1.24' 64'03'41 " 573.52' =608.36' \`.- CH.B.=N1658'54� CND.h ZI ern -.J .o V1 W -+1 35.00' 1 South Line, N.E. 1/4, Section 32 53-41 R - Radius d - Delta Angle L - Arc Length Ch.B. - Chord Bearing Ch.D. - Chord Distance SCHWEBKE S H I S K I N + ASSOCIATES LAND SURVEYORS • ENGINEERS • LAND PLANNERS CORPORATE WAY, MIRAMAR, FLORIDA 33025 DADE:(305) 652-7010 BROWARD:(954) 435-7010 FAX:(305) 652-8284 THIS IS NOT A "LAND SURVEY." SHEET _ OF _ SHEET(S) ORDER NO• DATE: 10/11/2021 214269 FB. N.A. \ 32534111AE't f`f:Sr GOLF COUHS11 SXETCH LEGAL 1 n' Irnvv <li yr t1 x11F1d.4 OCT 2021 \ PARCEL EXHIBIT LEGALS 2021101 I DWG (LB-87) CFN: 20230467325 BOOK 33783 PAGE 2334 I SUBSTITUTED SKETCH TO ACCOMPANY LEGAL DESCRIPTION LEGAL DESCRIPTION: ALL THAT PORTION OF LEJEUNE GARDEN ESTATES SECTION 4, ACCORDING TO THE PLAT THEREOF, AS RE* 'DED IN PLAT BOOK 44 AT PAGE 23, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, LYING WITHIN THE : 1' NDARY OF THE FOLLOWING DESCRIBED LANDS TOGETHER W1H UN -SUBDIVIDED LANDS LYING WITHIN THE NORTHEAST ► E GARTER (1/4) OF SECTION 32, TOWNSHIP 53 SOUTH, RANGE 41 EAST, SAID LANDS BEING MORE PARTICULARLY DESCR1r.D AS FOLLOWS:. COMMENCE AT THE SOUTHWEST CORNER OF THE NORTHEAST ONE-OUARTER (1/4) OF SAID SECT THE SOUTH LINE OF THE NORTHEAST ONE OL44RTER (1/4) OF .SAID SECTION 32 NORTH 88'C8' OF 649.34 FEET TO A POINT; THENCE RUN NORTH 0053'17" WEST FOR A DISTANCE OF 45 LINE 45.00 FEET NORTH OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, TH NORTHEAST ONE -QUARTER (1/4) OF SECTION 32; THENCE RUN ALONG THE EASTERLY II OF NW 42ND AVENUE (LEJEUNE ROAD) THE FOLLOWING SIX (6) COURSES; (1) THENC DISTANCE OF 59.96 FEET TO A POINT' (2) THENCE RUN NORTH 4858'49" WEST FO POINT ON THE NEXT DESCRIBED CIRCULAR CURVE CONCAVE TO THE NORTHEAST, ( THE ARC OF SAID CURVE TO 7HE RIGHT, HAVING A RADIUS OF 470,00 FEET, A LENGTH OF 228.52 FEET ALONG A CHORD BEARING OF NORTH 30'31'45" WES POINT ON A CIRCULAR CURVE CONCAVE TO THE EAST AND THE POINT OF OF LAND; (4) THENCE CONTINUE ALONG SAID CURVE TO THE RIGHT, HAWN, 13'02 27 , A CHORD LENGTH OF 106.74 FEET ALONG A CHORD BEARING 106.97 FEET TO A POINT OF TANGENCY, (5) THENCE RUN NORTH 03"2 POINT; (6) THENCE RUN NORTH 0758 00" WEST FOR A DISTANCE 0 OF AND PARALLEL WITH, AS MEASURED AT RIGHT ANGLES TO, THE SAID SECTION 32; THENCE RUN ALONG A LINE 50.00 FEET EAST THE WEST LINE OF THE NORTHEAST ONE -QUARTER (1/4) OF 992.21 FEET TO A POINT THENCE RUN NORTH 88'49'41 " NORTH 70'04 29" EAST FORA DISTANCE OF 285.46 FEET RUN ALONG THE NORTH LINE OF SAID SECTION 32, NOR POINT; THENCE RUN SOUTH 70V4'27" WEST FORA DIS CURVE CONCAVE TO THE SOUTHEAST, THENCE RUN HAVING A RADIUS OF 190.00 FEET, A CENTRAL A BEARING OF SOUTH 38'42'14" WEST, FOR AN AR WEST FORA DISTANCE OF 167.35 FEET TO A TO A POINT THENCE RUN SOUTH 02'55'37" 87V3'24" EAST FOR A DISTANCE OF 4.09 NORTHEAST, THENCE RUN SOUTHERLY A FEET, A CENTRAL ANGLE OF 12 47'34" FOR AN ARC DISTANCE OF 128.05 F ARC OF A CIRCULAR CURVE TO 32; THENCE RUN ALONG EAST FOR A DISTANCE FEET TO A POINT ON A ID SOUTH LINE OF THE ACCESS RIGHT-OF-WAY LINE RUN NORTH 00'53'17" WEST FOR A A DISTANCE Of 562 53 FEET TO A THENCE RUN NORTHWESTERLY ALONG RAL ANGLE OF 28'0825 A CHORD FOR A DISTANCE OF 230.84 FEET TO A NNINO OF THE FOLLOWING DESCRIBED PARCEL A RADIUS OF 470.00 FEET, A CENTRAL ANGLE OF F NORTH 09'56'20" WEST, FORA DISTANCE OF 06" WEST FOR A DISTANCE OF 623.61 FEET TO A 193.68 FEET TO A POINT ON A UNE 50.00 FEET EAST EST LINE OF THE NORTHEAST ONE (QUARTER (1/4) OF F AND PARALLEL WITH, AS MEASURED AT RICHT AMES TO, SECTION 32, NORTH 00'54'35" WEST FOR A DISTANCE OF FORA DISTANCE OF 251.82 FEET TO A POINT, THENCE RUN A POINT ON THE NORTH LINE OF SAID SECTION 32; THENCE 8724 21 " EAST FOR A DISTANCE OF 117.47 FEET TO THE NCE OF 492.97 FEET TO A POINT OF CURVATURE OF A CIRCULAR UTHWESTERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE LEFT, OF 6244'26 , A CHORD LENGTH OF 19Z82 FEET AND A CHORD DISTANCE OF 208.06 FEET TO A POINT, THENCE RUN SOUTH 0720'01 " 'DINT; THENCE RUN NORTH 7270'10" EAST FORA DISTANCE OF 1164.70 FEET ST FORA DISTANCE OF 35Z95 FEET TO A POINT;; THENCE RUN NORTH ET TO A POINT ON A NON -TANGENT CIRCULAR CURVE CONCAVE TO THE G THE ARC OF SAID CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 573.52 A CHORD LENGTH OF 127.79 FEET AND A CHORD BEARING OF SOUTH 08'39'10" EAST, T TO A POINT OF COMPOUND CURVATURE; THENCE RUN SOUTHEASTERLY ALONG THE LEFT, HAVING A RADIUS OF 218.52 FEET, A CENTRAL ANGLE OF 4630'17" SCHWEBKE SHISKIN + ASSOCIATES LAND SURVEYORS • ENGINEERS • LAND PLANNERS CORPORATE WAY, MIRAMAR, FLORIDA 33025 DADE:(305) 652-7010 BROWARD:(954) 435-7010 FAX:(305) 652-8284 THIS IS NOT A "LAND SURVEY." SHEET _ OF _ SHEET(S) ORDER NO• 214269 DATE• 10/11/2021 F.B.: N.A. :\325341\MELREESE GOLF CDURSE\SKETCH LEGAL\REZONAMOWG\ait kTS OCT 2021\PARCEL EXHIBIT LEGALS 20211011.DWG (LB-87) CFN: 20230467325 BOOK 33783 PAGE 2335 I SUBSTITUTED SKETCH TO ACCOMPANY LEGAL DESCRIPTION A CHORD LENGTH OF 172.54 FEET AND A CHORD BEARING OF SOUTH 3878'05" EAST, FOR AN ARC DISTANCE S 17736 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN EASTERLY ALONG THE ARC OF A CIRCULAR CURVE TO LEFT, HAVING A RADIUS OF 658.52 FEET, A CENTRAL ANGLE OF 2255'46", A CHORD LENGTH OF 261.78 FEET AN, A CHORD BEARING OF SOUTH 7301'06" EAST, FOR AN ARC DISTANCE OF 263.54 FEET TO A POINT OF COMPOUND 'iRVATURE; THENCE RUN EASTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 218.52 FEE ' A CENTRAL ANGLE OF 4630'17 , A CHORD LENGTH OF 172.54 FEET AND A CHORD BEARING OF NORTH 7275'52" EAST, FAN ARC DISTANCE OF 17736 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN NORTHERLY ALONG 7HE ARC ' A CIRCULAR CURVE TO THE LEFT HAVING A RADIUS OF 573.52 FEET, A CENTRAL ANGLE OF 6403'41; A CHORD LENGTH 1 608.36 FEET AND A CHORD BEARING OF NORTH 1658'54" EAST, FOR AN ARC DISTANCE OF 641.24 FEET TO A POINT SF COMPOUND CURVATURE; THENCE RUN NORTHWESTERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING ADIUS OF 218.52 FEET, A CENTRAL ANGLE OF 4630'17" A CHORD LENGTH OF 172.54 FEET AND A CHORD BEARING OF ORTH 3878'05" WEST, FOR AN ARC DISTANCE OF 17736 FEET TO A POINT OF COMPOUND CURVATURE; THENCE RUN NO WESTERLY ALONG 7HE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 658.52 FEET, A CENTRAL ANGLE S 1030'38 ; A CHORD LENGTH OF 120.63 FEET AND A CHORD BEARING OF NORTH 66 48'32" WEST, FOR AN ARC DISTAN OF 120.80 FEET TO A POINT;; THENCE RUN NORTH 7124'19" WEST FORA DISTANCE OF 146.44 FEET TO A POINT; THENCE N ALONG THE NORTH LINE OF SAID SECTION 32 NORTH 872421" EAST FORA DISTANCE OF 566.28 FEET TO A POINT THENCE RUN SOUTH 030106" EAST FOR A DISTANCE OF 244.78 FEET TO A POINT; THENCE RUN SOUTH 86 58'54" WEST ' sR A DISTANCE OF 58.97 FEET TO A POINT THENCE RUN SOUTH 03793'12" EAST FORA DISTANCE OF 375.24 FEET TO A P' NT ON A NON —TANGENT CIRCULAR CURVE CONCAVE TO THE NORTHWEST; THENCE RUN SOUTHWESTERLY ALONG THE A" OF A CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 420.29 FEET, A CENTRAL ANGLE OF 85'06'29", A CHORD LEA 7H OF 568.47 FEET AND A CHORD BEARING OF SOUTH 3845'05" WEST, FOR AN ARC DISTANCE OF 624.30 FEET TO A P' NT ON THE NEXT DESCRIBED NON —TANGENT CIRCULAR CURVE CONCAVE TO THE SOUTHEAST; THENCE RUN SOUTH-.TERLY ALONG THE ARC OF A CIRCULAR CURVE TO THE LEFT, HAVING A RADIUS OF 865.48 FEET, A CENTRAL ANGLE OF •437'16; A CHORD LENGTH OF 1165.19 FEET AND A CHORD BEARING OF SOUTH 4120'31 " WEST, FOR AN ARC DISTANC iF 1278.24 FEET TO A POINT REVERSE CURVATURE; THENCE RUN SOUTHWESTERLY ALONG THE ARC OF SAID CIRCULA' CURVE TO THE RIGHT, HAVING A RADIUS OF 104.00 FEET, A CENTRAL ANGLE OF 87'57'01 ", A CHORD LENGTH OF 144.42 F ' AND A CHORD BEARING OF SOUTH 4300'23" WEST FOR AN ARC DISTANCE OF 159.64 FEET TO A POINT; THENCE RUN Se TH 8658'54" WEST FOR A DISTANCE OF 739.49 FEET TO THE POINT OF BEGINNING; CONTAINING 2,242,089 SQUARE FEET ORE OR LESS OR 51.471 ACRES MORE OR LESS. NOTE 1. THE BEARINGS SHOWN HEREON RELATE 'i AN ASSUMED BEARING (NORTH 8808'18" EAST) ALONG THE SOUTH LINE OF THE NORTHEAST ONE —QUARTER (1 4) OF SE' ON 32 TOWNSHIP 53 SOUTH RANGE 41 EAST, M/AMI—DADE COUNTY, FLORIDA.. 2 THIS SKETCH IS NOT VALID WITHOU: HE SIGNATURE AND THE ORIGINAL RAISED SEAL OF THE ATTESTING FLORIDA LICENSED SURVEYOR AND MAPPER. SCHWEBKE SHISKIN + ASSOCIATES LAND SURVEYORS • ENGINEERS • LAND PLANNERS 32 CORPORATE WAY, MIRAMAR, FLORIDA 33025 DADE:(305) 652-7010 BROWARD:(954) 435-7010 FAX:(305) 652-6284 THIS IS NOT A "LAND SURVEY." ORDER NO• 214269 DATE- 10/11/2021 SHEET _ OF _ SHEET(S) F.B: N.A. 1J2!:61\MELREESE GOLF cGUR5E1S L(L'r7 LEGAL\PLAJ NC\DIvrlrx eus OC) 202 \P/14 r, rXiii T 4 tS 2027104 DWG (LB-87) SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2336 Miami Freedom Park SAP Development Agreement Exhibit "A2" Legal Description of SAS' Area 28 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2337 SKETCH TO ACCOMPANY LEGAL DESCRIPTION N SCALE: 1 "=500' N88'49'41 t 251.82. 50.00 POINT North Line, NE 1/4, Section 3•.2-53- 41 N87'24'21 2019.58' 5,677,4041 NET SQUARE FEET 130.335± NET ACRES L=33781' d441'1052" R=470.00' CILO =330.59' CH 8.=N24' 00:327Y 14 I15 19-w I i N88'08'181' 849.34' T SouthwestCorner, Northeast 1/4 Section 32-53-41 Note: 1. The hearings shown hereon late to an assumed bearing (North 88V8'18" Eost) along the South line of the Northeast One -Quart- (1/4J of Section 32, Township 53 South, Range 41 East, Miami -!lade County, Florido. 2 This sketch is not vol without the signature and the original raised seal of the attesting Florida licensed surveyor and pper. —.588•0818111 1236.71' L=7.15' 4= 16'48" R=1463.40' CH.D.=7.15' s/ CH 0, 01'44' 'OE //s r'5257t 246.60'f L=240.78' 11=4'48'14 R=2871.79' C U).= 240 C#LB =.So4'17 LeJeune Garden . Estates Section 4 Plat Book 44, Page 23 er 1 y17 { N00 53'157'1V 59.96' l 9' 4=4'48'14. L11.0.=240.12' CH.B=SO4'17'04T 57' R/W SEABOARD AIR 9881'08'18V 80.00' LS015297'E 213.00' N.W. i4th MEET T -NO054.35 01' POINT OF BEGINNING South Line NE. 1/4, NO E'17'W N Section 32-53-41 45.01' 6S.00' 6/21 /22 R Radius d - Delta Angle L - Arc Length Ch.B. - Chord Bearing Ch.D. - Chord Distance SCHWEBKE S H I S K I N+ ASSOCIATES (LB-87) LAND SURVEYORS • ENGINEERS • LAND PLANNERS 40 CORPORATE WAY, MIRAMAR, FLORIDA 33025 DADE:(305) 652-7010 BROWARD:(954) 435-7010 FAX:(305) 652-8284 THIS IS NOT A "LAND SURVEY." SHEET 1 OF 2 SHEET(S) ORDER NO• 214269 DATE- 05/16/2022 F.B.: N.A. K:1325341\ aREESE GOLF COURSEASKaCH LEGAL/REIONiNG\DWGjXlXdrB+TS OCT 2021\FAPirEL EXHIBIT LEGALS 20211011.DWG M.ik$ Johnown SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2338 SKETCH TO ACCOMPANY LEGAL DESCRIPTION mfkic nc ilWkekM I1CM•YKiYI LEGAL DESCRIPTION: ALL THAT PORTION OF LEJEUN£ GARDEN ESTATES SECTION 4, ACCORDING TO THE PLAT THEREOF AS RECORDED PLAT BOOK 44 AT PAGE 23, OF THE PUBLIC RECORDS OF M1AMI-DADE COUNTY, FLORIDA, LYING W171I/N THE BOUNDARY OF THE FLOWING DESCRIBED LANDS, TOGETHER W97H UN-SUBDI LIDED LANDS LYING WITHIN THE NORTHEAST ONE -QUARTER (1/4) OF SECT N 32, TOWNSHIP 53 SOUTH, RANGE 41 EAST, SAID LANDS BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHWEST CORNER OF THE NORTHEAST 1/4 OF SAID SECTION 32; THENCE LINE OF SAID NORTHEAST 1/4 FOR 4500 FEET,: THENCE EASTERLY ALONG A LINE PARALLEL SOUTH LINE OF SAID NORTHEAST 1/4 N88'08'18"E FOR 649.36 Pal TO THE POINT OF BEG1 DESCRIBED, THENCE NO0'53'17"W ALONG THE RIGHT-OF-WAY OF THE LIMITED ACCESS TO FOR 59.96 FEET; THENCE RUN ALONG SAID LIMITED ACCESS RIGHT-OF-WAY N48'58491W THE NEXT DESCRIBED CURVE, SAID POINT BEARS S45'24'02"W FROM ITS CENTER; THEN CIRCULAR CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 470.00 FEET,, A ARC DISTANCE OF 337.81 FEET TO A POINT OF TANGENCY; THENCE RUN ALONG SAI FEET, THENCE NORTHWESTERLY ALONG SAID RIGHT-OF-WAY N0758'00"W FOR 193 PARALLEL TO AND 50.00 FEET EAST OF THE WEST LINE OF THE SAID NORTHEAS THE EASTERLY RIGHT-OF-WAY LINE Of LEJEUNE ROAD (NW 42ND AVENUE) NO THENCE RUN N88 49'41 "t FOR A DISTANCE OF 251.82 FEET TO A POINT 285.46 FEET TO ITS INTERSECTION WITH THE NORTH LINE OF THE SAID N SAID NORTH LINE N8724'21 "E FOR 2019.58 FEET TO ITS INTERSECTION AVENUE AS SHOWN ON SHEET 27D TO THE MUNICIPAL ATLAS OF THE CIRCULAR CURVE CONCAVE TO THE EAST AND BEARS N88'23'51 "E TO SAID CURVE HAVING A RADIUS OF 1463.40 FEET, A CENTRAL ANGL THENCE ALONG SAID RIGHT-OF-WAY, TANGENT TO THE CAST DES CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE EAST; TH RADIUS OF 2871.79 FEET, A CENTRAL ANGLE OF 04'48'13" F" ' THENCE RUN ALONG SAID RIGHT-OF-WAY SO6'41'11"E FOR THENCE ALONG SAID RIGHT-OF-WAY AND CURVE HAVING ARC DISTANCE OF 240.19 FEET TO A POINT OF TANGEN NORTHEAST 1/4, THENCE RUN ALONG RIGHT-OF-WAY FEET SOUTH OF AND PARALLEL TO THE NORTH LINE THENCE S8746'27"W ALONG SAID PARALLEL LINE NORTHEAST 1/4; THENCE S 0152 57"E PARALL DISTANCE OF 80.00 FEET; THENCE RUN SO15 PARALLEL WITH AND 45 FEET NORTH OF TH S88'08'18'41 FOR 1236.71 FEET TO THE P 0'54'35"W ALONG THE WEST AND 45 FEET NORTH OF THE ING OF THE PARCEL TO BE EUNE ROAD (NW 42ND AVENUE) R 562.53 FEET TO A POINT ON NORTHWESTERLY ALONG SAID NTRAL ANGLE OF 41'10'52" FOR AN RIGHT-OF-WAY NO3'25'06"W FOR 623.61 8 FEET TO ITS INTERSECTION WITH A LINE 1/4 OF SECTION 32; THENCE RUN ALONG 4'35"W FOR 992.21 FILL TO A POINT, CE RUN N70.0429"E FOR A DISTANCE OF EAST 1/4 OF SECTION 32; THENCE RUN ALONG TH THE WESTERLY RIGHT-OF-WAY LINE OF NW 37TH OF M/AMI, SAID POINT OF INTERSECTION BEING ON A HE CENTER OF SAID CURVE; THENCE SOUTHERLY ALONG OF 00'16 48" FOR AN ARC DISTANCE OF 7.15 FEET; BED CURVE S0152'57"E FOR 246.61 FEET TO A POINT OF E SOUTH ALONG SAND RIGHT-OF-WAY AND CURVE HAVING A AN ARC DISTANCE OF 240.77 FEET TO A POINT OF TANGENCY,. 7.62 FEEI TO A CIRCULAR CURVE CONCAVE TO THE WEST DIUS OF 2864.79 FEET, A CENTRAL ANGLE OF 04'48'13" FOR AN SAID POINT BEING 35 FEET WEST OF THE EAST LINE OF SAID 152'57"E FOR 535.07 FEET TO ITS INTERSECTION WITH A LINE 30.00 F THE SOUTHEAST 1/4 OF THE NORTHEAST 1/4 OF SAID SECTION 32; R 700.00 FEET TO A POINT 735.00 FEET WEST OF THE EAST LINE OF SAID TO SAND EAST LINE FOR 1064.41 FEET; THENCE RUN S88'08'181W FOR A 7"E FOR A DISTANCE OF 213.00 FEET; THENCE WESTERLY ALONG A LINE OUTH LINE OF SAID NORTHEAST 1/4 OF SAID SECTION 32; THENCE RUN NT OF BEGINNING. SAID PARCEL OF LAND CONTAINS 5,67 ,404 NET SQUARE FEET MORE OR LESS OR, 130.335 NET ACRES, MORE OR LESS. Note: 1. The bearings shown hereon re e to an assumed bearing (North 8808'18" East) along the South line of the Northeast One -Quarter /4) of Section 32 Township 53 South, Range 41 East, Miami -Dade County, Florida. 2 This sketch is not valid rthout the signature and the original raised seal of the attesting Florida licensed surveyor and in .•er. SCHWEBKE SHISKIN + ASSOCIATES LAND SURVEYORS • ENGINEERS • LAND PLANNERS 32 CORPORATE WAY, MIRAMAR, FLORIDA 33025 DADE:(305) 652-7010 BROWARD:(954) 435-7010 FAX:(305) 652-8284 THIS IS NOT A "LAND SURVEY." SHEET 2 OF 2 SHEET(S) ORDER NO.: 214269 DATE: 05/16/2022 F B • N.A. 1325.141IMEL0f(SE GOLF 00URSClSk€TCH LEGAL1RE20NINC,\71WG\,EXHIB1iS OCT 2021\PARCEL EXHIBIT LEGALS 202110?1.0W7i (LB-87) SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2339 Miami Freedom Park SAP Development Agreement Exhibit "B" Miami Freedom Park SAP Concept Boolk CONCEPT BOOK ON FILE WITH THE CITY OF MIAMI P DEPARTMENT 29 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2340 Miami Freedom Park SAP Development Agreement Exhibit "C" Miami Freedom Park SAP Regulating Plan REGULATING PLAN IS ON FILE WITH THE CITY OF MIA PLANNING DEPARTMENT AND CODIFIED IN THE MIAMI 2 ODE 30 SUBSTITUTED Exhibit "D" Public Benefits References CFN: 20230467325 BOOK 33783 PAGE 2341 Miami Freedom Park SAP Development Agreement The following provisions are referenced in Section 14 of the Development Agreement d are hereby incorporated by reference into the Development Agreement. 31 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2342 Miami Freedom Park SAP Development Agreement Park Fund Contribution: Pursuant to Section 3.5 of the Construction Administration greement, Developer will make certain contributions for the acquisition and improvements ity parks. Community Contributions. (A) Park Fund Contribution. MFP shall contribute to the City $20,000,00 for improvements to public parks or acquisition of public parks within the City Miami (the " Fund Contribution"). MFP shall contribute (i) fifty percent (50%) of the • <rk Fund Contributi • • .n the earlier to occur of (x) the date that is eighteen (18) months a • r the Lease Commence Date, or (y) upon the issuance of the building permit for ertical construction of the So Stadium Development and (ii) the remaining fifty percent ( . Yo) of the Park Fund Contribution .n the issuance of the building permit for the vertical c• c triction of the Soccer Stadium Develo. nt. For the avoidance of doubt, in the event that the ilding permit for vertical construction of occer Stadium Development is issued befo the date that is eighteen (18) months after the se Commencement Date, MFP shall co• •ute one hundred percent (100%) of the Park Fund ribution. The City shall hold the Par. and Contribution in a separate and segregated account s . cally designated for the uses au . orized herein. Prior to disbursement of any funds from such a nt, the City shall certify to • that the proceeds from such disbursement will be used for the p • ses set forth herein an upon request by MFP, the City shall provide MFP with a detailed acc. .g of the use of proceeds maintained in such separate account. 32 SUBSTITUTED Miami Freedom Park SAP Development Agreem en Park Fund Contribution: Pursuant to Section 3.5 of the Construction Administration Agreem t, Developer will make certain contributions for the acquisition and improvements to City par 3.5 Community Contributions. (A) Park Fund Contribution. MFP shall contribute to the City $20,000,000.00, shall use exclusively for the improvement and maintenance of the Public Park Par Fund Contribution"). MFP shall contribute (i) fifty percent (50%) of the Park F upon the earlier to occur of (x) the date that is eighteen (18) months after the Le Date, or (y) upon the issuance of the building permit for vertical construction Development and (ii) the remaining fifty percent (50%) of the Park Fun issuance of the building permit for the vertical construction of the Socc For the avoidance of doubt, in the event that the building permit for Soccer Stadium Development is issued before the date that is eighte Commencement Date, MFP shall contribute one hundred per Contribution. The City shall hold the Park Fund Contribution i specifically designated for the uses authorized herein. Prio such account, the City shall certify to MFP that the procee for the purposes set forth herein and, upon request by detailed accounting of the use of the proceeds maintai 32 h the City (the "Park d Contribution Commencement the Soccer Stadium ontribution upon the Stadium Development. ertical construction of the (18) months after the Lease nt (100%) of the Park Fund separate and segregated account o disbursement of any funds from from such disbursement will be used P, the City shall provide MFP with a d in such separate account. w SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2343 Miami Freedom Park SAP Development Agreement Baywalk Contribution: Pursuant to Section 3.5(B) of the Construction Administration Agreement, Developer will make certain contributions for the benefit of the City's Baywalk- Riverwalk Projects. (B) Boman:. Contribution. MFP shall pay the City $5,000,000.00 for the benefit of the Baywalk- 4 w1k Project (the "Baywalk Contribution"). MFP shall contribute (i) fifty percent (50%) of the Baywalk Contribution upon the earlier to occur of (x) the date that is eighteen (18) months after the Lease Commencement Date, or (y) upon the issuance of the buildin permit for vertical construction of the Soccer Stadium Development and (ii) the remaining percent (50%) of the Baywalk Contribution upon the issuance of the building permit for the v teal construction of the Soccer Stadium Development. For the avoidance of doubt, in the ev i t that the building permit for vertical construction of the Soccer Stadium Development is iss d before the date that is eighteen (18) months after the Lease Commencement Date, MFP s contribute one hundred percent (100%) of the Baywalk Contribution. The City shall hol. he Baywalk Contribution in a separate and segregated account specifically designated for th= ' ses authorized herein. Prior to disbursement of any funds from such account, the City shall . tify to MFP that the proceeds from such disbursement will be used for the purposes set fo herein and, upon request by MFP, the City shall provide MFP with a detailed accounting o e use of the proceeds maintained in such separate account. 33 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2344 Miami Freedom Park SAP Development Agreement Public Park Development: Pursuant to Section 2.3 of the Construction Administration greement, Developer will deliver to the City a public park within the Overall Property with h improvements as set forth in Exhibit D of the Construction Administration Agreement. Park Rehabilitation and Environmental Work. MFP shall complete (i) the P Site Del •ment on behalf of the City in accordance with the program elements set fo in Exhibit 11 "Park Project Requirements") and (ii) the Fnvironmental Work in acc ' ' once with the req vents set forth in Exhibit E (the "Environmental Project RcquircmIs"), as may be modifi d in compliance with, the "Soil Management Plan and Conceptual ' gineering Control Plan for i Freedom Park" approved by DERM, which plans, for avoi ' • ce of doubt, remain subject to the ''ty's rights under Section 4.2(F). MFP shall be responsible • r the selection, oversight, and manage, nt of all portions of the Park Site Development and En onmental Work, including, but not lim to, engaging all contractors and consultants • cessary to design, construct and remediate . complete all Environmental Work in a d' gent, competent and professional manner, all in a ► dance with the provisions of this Agree t, Environmental Laws and Applicable Laws. MF all submit the plans necessary t complete the Park Site Development (the "Park Plans 'ithin time frames that will alto MFP to obtain Permits for 21 same reasonably concurrently with the Pe its for the St shall commence and complete the Par Site Developmen contemporaneously with the Comple '.n of Construction of t 34 Project and/or other Projects. MFP as to ensure completion thereof radium Project. SUBSTITUTED Miami Freedom Park SAP Development Agreement Public Park Development: Pursuant to Section 2.3 of the Construction Administration Agreement, Developer will deliver to the City a public park within the Overall Property with suc improvements as set forth in Exhibit D of the Construction Administration Agreement (see n: t page). 34 SUBSTITUTED EXHIBIT D PARFC PROJECT REOt_'ZREIWENTS MIAMI FREEDOM PARK PARK PROJECT REQUIREMENTS CFN: 20230467325 BOOK 33783 PAGE 2345 Miami Freedom Park SAP Development Agreement 11 be responsible for the selection, oversight, and management of the Par Site Develo • t and for engaging such contractors and consultants necessary to cons et and complete Park Site Development in a diligent, competent and professional , all in accordance the provisions of this Agreement, Euvirortntental Laws and Applic e Laws• Oblecdve Upon completion o Environmental Work, to deliver to the City incorporating the follo elements: • Environmental ' MFP will complete the Environmenta of two (2) feet of clea ' il. as depicted below: is residents a park ork providing a minimum EXISTING CONDITIO P POSED CONDITIONS • Turf Erosion, _ Plantings: o MFP 1 deliver the Park Site with ground cover consisting o wi a grade at 2% slope to drain to prevent erosion, • W ess Loop/Pathways: 35 'asia Grass sod, SUBSTITUTED EXHIBIT D REVISED PARK PROJECT REQUIREMENTS NIIAMI FREEDOM PARK PARK PROJECT REQUIREMENTS Miami Freedom Park SAP Development Agreement MFP will be responsible for the selection, oversight, and management of the Park Sit Development and for engaging such contractors and consultants necessary to construct complete the Park Site Development in a diligent, competent and professional manner, . in accordance with the provisions of this Agreement, Environmental Laws and Applicable L. , •s- Ob'alive Upon completion of the. Environmental Work, to deliver to the City and its r..!dents a park incorporating the following elements: • Environmental Work= MFP will complete the Environmental Wo'. in compliance with the "Soil Management Plan and Conceptual Engineering Control ' for Miami Freedom Park" as approved by DERM, which plan approved the fo ' ring clean soil capping methodology: EXISTING CONDITIONS P' •POSED CONDITIONS - GEUTEtriLE coisumiluATED HATE • Tarp Erosion, an F lantings: o MFP w' . deliver the Park Site with ground cover consisting of Grass sod (or s other ground cover as approved by the City Manager), with a grade at 2% slo ` within open spaces (e.g., excluding berms and landscape features) to drain to ent erosion_ To the extent that MFP requests and the Cite Manager approves a ge to the use of ' Grass, the parties will negotiate in good faith to provide 35 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2346 Miami Freedom Park SAP Development Agreement o MFP will construct a one ( I ) toile wellness loop and the park pathways at the locations depicted in the image below: o The one (1) mile wellness loop feet in width, but no less than ten( and direct runoff to landscaped areas. thway up to fifteen (1 S ) crown to enhance drainage o A minimum area consisting of two (2) fe shall be provided on each side of the one (1) mile wellness loop and park path' .. to enhance safety. o The park pathways will consist of cone o The one (1) mile wellness loop and , pathways w et ADA standards • Lighting: o The one (1) mile wellness 1 and park pathways will include , to dawn LED walkway lighting for safe and site monitoring. o The Public Park Parc -Ube improved to include sufficient light po •allasts) to light the Public P - Parcel, but in no event less than 8 light poles (ba i ) per acre, subject to ' fiance with applicable lighting restrictions for prope in close proximity . airports, • Utilities: o MFP t install electric, water, and sewer infrastructure within the Park Site lea%' two (2) points of access to such utilities at locations to be mutually agreed to tweea MFP and the City. 36 SUBSTITUTED Miami Freedom Park SAP Development Agreement the City a credit for the price differential between &ask Grass and the selected replacement ground cover. • Welke ss Lpop/Pathways: o MFP will construct a one (1) mile wellness loop and the park pathways at the locations depicted in attached Attachment Ulm one (1) mile wellness loop will consist of a pathway up to fifteen (15) feet in width, but no less than ten (10) feet, with a slight crown to enhance drainage and direct runoff to landscaped areas_ o A minimum area consisting of two (2) feet clear shall be provided on each si the one (1) mile wellness loop and park pathways to enhance safety_ o The park pathways will consist of the materials identified in Attachmen o The one (1) mile wellness loop and park pathways will meet ADA i dards • Lighting: o The one (1) mile wellness loop and park pathways will incl , - dusk to dawn LED walkway lighting for safety and site monitoring. o The Public Park Parcel will be improved to include s to light the Public Park Parcel in a manner cons pursuant to City of Miami Building Permit No. Building Permit")_ The City and MFP ackn Permit does not comply with the number of prior to the amendment thereof ("Prior Li Park Site Building Permit to either co request approval of the modifications Site Building Permit. If MFP do comport with the Prior Lighting faith a credit for the reductio Park Site Building Permit an • Utilities: o MFP will install leaving two (2) p to between MF cient light poles (ballasts) nt with the plans submitted 4 $ 1 (the -Park Site ledge that the Park Site Building ght poleB required by this Exhibit D tins Standard")_ ME? may amend The ly with the Prior Lighting Standard or the lighting standard set forth in the Park rot amend the Park Site Building Permit to andard, then the parties will negotiate in good light poles between the number set forth in the e number required by the Prior Lighting Standard. el- tric, water, and sewer infrastructure '.within the Park Site is of access to such utilities at locations to be mutually agreed d the City. 36 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2347 Miami Freedom Park SAP Development Agreement Living Wage: Pursuant to Article 12 of the Construction Administration Agreement and Article 27 of the Lease Agreements, the Developer will provide a living wage for its on -site employees and establish other programs related thereto. 12.1 Definitions. For purposes of this Agreement, the following additional defini ns apply and shall be incorporated as part of the Definitions included in Section 1 above: (A) "Covered Emt►lo'°ci- means any of the following Persons: (a . I'P, (b) 1MS, or (e) a sublicensce; provided, however, that the term "Covered Employer" sha tut include a Person that has annual consolidated gross revenues that are less than the Small 13 . iness Cap. (A) -tiling. Wxac" shall mean compensation to a Site limp ce of the greater of (x) an arnount no less than $18.73 per hour without health benefits or a age of no less than $15,03 an hour with health benefits valued at least at $3.70 per hour (wh' is the "living wage" payable, as of the 1,ease Commencement Date, pursuant to Section 2-' ', Miami -Dade County Code of Ordinances) and (y) an amount no less than the "living wa payable to "new service 58 contractors" pursuant to Section 18-557, y of Miami Code of Ordinances, as inay be amended from tine -to -time. (B) "Site Aff tin s" means, collectively, all Affiliates of MFP or 1MS that lease, occupy, operate or perforn ork at the Demised Property and that have one or more direct Site Employees. (C) "Sit rtr lovee" means, with respect to any Covered Employer, any natural person who work : t the Demised Property and who is employed by, or contracted directly to work for, such Cov' . ed Employer, including all employees and independent contactors and persons made availae to work for or on behalf of a Covered Employer through the services of a temporary' service staffing or employment agency or similar entity, that are performing work at the Demised Pr' .erty. The tern[ "Site Employee" shall not include any natural person who (i) works on aver e less than thirty (30) hours in any consecutive seven (7) day period for a Covered Employer the Demised Property, (ii) receives compensation predominately through tips or commiss:' , (iii) receives compensation through wages determined pursuant to a collective bargait g or labor agreement; or (iv) constitutes an "exempt employee" (i.e., a salaried employer. who '. not eligible for overtime pay) pursuant 10 the applicable provisions of the Fair I.ahor S dards Act. (D) '.Small ilmines9 Cap" means 'three Million and No1100 Dollars (S3,000,000.00); provided that. beginning on January 1, 2023, and each year thereafter, the Small Business Cap shall be adjusted based on increases to the CPI. 37 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2348 Miami Freedom Park SAP Development Agreement 12.2 Living Wa. (A) ll', and for so long as, MFP or IMS is a Covered Employer, WI' and 1MS Shall pay each of its Site Employees no less than a Living Wage. MFP and 1MS shall cause each of its Sitc Affiliates that is a Covered Employer to pay their respective Site Employees no less than a Living Wage. (13) MI'P and IMS shall establish a policy in the Demised Property provi Jor its subliccnsccs to pay a Living Wage 10 its Site Employees . (C) MIT and lMS shall provide incentives, which shall be negotiate 4 ,n a ease - by -ease basis, to suhlicensees not otherwise meeting the Small Business Cap to encot ge them to provide a Living Wage to their employees. 12.3 Covered ered Entltlovee. For a Covered Employer to comply with to requirement to pay a Living Wage by choosing to pay the lower wage scale available who Covered Employer also provides a standard health benefit plan, such health benefit plan shall •mist of a payment of at lease $1.81 per hour toward the provision of health benefits for e Employees and their dependents. If the health benefit plan of the Covered Employer +u]res an initial period of employment for a new Site Employee to be eligible for health ben s, a Covered Employer may qualify to pay the 513.19 per hour wage scale for a term not to > ceed the new Site Employee's eligibility period, provided the new Site Employee will be pa icalth benefits upon completion of the eligibility period, which period shall not exceed 90 da 12.4 IMS, regarding Components, agree to use subcontractors, to have twe workers, comprising of u contractors will contai use "good faith cfT of union employee on a Labor Peace 12 shall apply through thei comply w' reasona A to eval 59 Stadium Project, and MFP, regarding the other Major Project ood faith efforts,' through the prime contractors and their percent (20%) of the construction labor force, including electrical n employees. The applicable contracts with IMS's or MFP's prime rovisions requiring such prime contractors and their subcontractors to to have twenty percent (20%) oldie construction labor force comprising IMS and MFP have commenced negotiations with United Here, Local 355, greement. If the construction work is phased, the requirements of this Article diviclually to each and every phase. When evaluating whether ]MS or MFP, rime contractors and their subcontractors, have undertaken "good faith efforts" to the requirements set forth herein, the parties agree that the evaluation factors (as modified to address the specific circumstances set forth herein) included in Appendix CFR Part 26, Guidance Concerning Good Faith Efforts, shall form the basis of such lron, 38 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2349 Miami Freedom Park SAP Development Agreement Responsible Wages: Pursuant to Section 11.2 of the Construction Administration Agreement, Developer will use reasonable best efforts to pay responsible wages for laborers and mechanics performing work on the Stadium. 11.2 Responsible Wailes. IMS shall use reasonable best efforts to ensure all laborers and mechanics performing work onsite, including electrical workers, with respec the construction of the Stadium are paid wages at rates no less than those "responsible es" as calculated pursuant to Section 18-120 of the City of Miami Code of Ordinances. In ad . ' on, MFP shall use reasonable best charts to ensure that all electrical workers performing wo onsite with respect to the construction of the retail, office, and hotel buildings within the Dev .pment Parcel are paid wages at rates no less than those "responsible wages" as calculated p uant to Section 18.120 of the City of Miami Code of Ordinances. Tenant shall be responsib - to pay to the City all reasonable fees for monitoring compliance with the responsible wage re' irements set forth in this Agreement. The phrase "reasonable best clTorts" as used on this A eement shall mean the exertion of substantial efforts to pursue all reasonable methods to achi - the result in question in a prompt manner but without any requirement to take any action at would be commercially unreasonable under the circumstances and with a minimum requi ment that such efforts not be less than the efforts that other similarly situated companies wo normally use to accomplish the objective under similar circumstances exercising reasonable b . mess judgment. 39 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2350 Miami Freedom Park SAP Development Agreement Union Labor: Pursuant to Section 12.4 of the Construction Administration Agreement, Developer will use good faith efforts to have twenty percent (20%) of the construction labor force, including electrical workers, comprising of union employees. 12.4 . IMS, regarding the Stadium Project, and MFP, regarding the other Major Project Components, agree to use "good faith efforts," through the prime contractors and their subcontractors, to have twenty percent (20%) of the construction labor force, including electric workers, comprising of union employees. The applicable contracts with Zfal or MFP's pr contractors will contain provisions requiring such prime contractors and their subcontrac ' to use "good faith efforts" to have twenty percent (20%) of the construction labor force co ' ' rising of union employees. IMS and MFP have commenced negotiations with United Here, cal 355, on a Labor Peace Agreement. If the construction work is phased, the requirements • ' his Article 12 shall apply individually to each and every phase. When evaluating wheth S or MFP, through their prime contractors and their subcontractors, have undertaken "go faith efforts" to comply with the requirements set forth herein, the parties agree that the e :luation factors (as reasonably modified to address the specific circumstances set forth here' s • eluded in Appendix A to 49 CFR Part 26, Guidance Concerning Good Faith Efforts, sh: form the basis of such evaluation. 40 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2351 Miami Freedom Park SAP Development Agreement Hiring Preferences: Pursuant to Section 26.4 of the Commercial Lease, Developer will provide for certain hiring preferences for City residents and, subsequently, Miami -Dade County residents. 26.4 Hirinu Preferences, To the extent that MFP enters into a contract f the construction of ixnproveents within the Development Parcel, then MFP shall include such prime construction contracts provisions that require such contractors to establish pref nces for hiring individuals residing within the City of Miami and, subsequently, to those ' • rviduals in other areas of Miami -Dade County. Such provision shall include a specific hirin s ercentage as negotiated with contractors and subcontractors, as may be applicable, and the shall monitor the contractor's compliance with such specific percentage. 41 CFN: 20230467325 BOOK 33783 PAGE 2352 SUBSTITUTED Miami Freedom Park SAP Development Agreement Local Workforce Participation: Pursuant to Section 11.4 of the Construction Administration Agreement, Developer will employ a minimum number of on -side labor for City residents and, subsequently, Miami -Dade County residents 11.4 Local Workforce Participation. IMS shall require contractors perfo work in connection with the construction of the Stadium to employ a minimum of twenty perc: t (20%) of on -site labor with the following hiring priority: first, to residents of the City of iami and, second, to residents of Miami -Dade County. To the extent IMS does not contract such work, IMS will require that the party performing such work include a requirement in all ' contracts that twenty percent (20%) of on -site labor consist of residents of the City of Mia , and second, to residents of Miami -Dade County. 42 CFN: 20230467325 BOOK 33783 PAGE 2353 SUBSTITUTED Miami Freedom Park SAP Development Agreement Local Subcontractor/SBE Participation: Pursuant to Section 11.5 and 11.6 of the Construction Administration Agreement, Developer will permit local subcontractors and SBEs to participate in the construction of the Stadium. 11.5 Local Subcontractor Participation, IMS shall require the prime contractor engaged for the construction of the Stadium to have not less than twenty percent (20%) of the dollar amount paid to applicable subcontractors (based on the total amount paid to a subcontractors for construction of the Stadium) paid to subcontractors that have their Princi Place of Business in Miami -Dade County, in accordance with the following geographic s g priorities: first, to subcontractors with their Principal Place of Business in the City of Mia and, second, to subcontractors with their Principal Place of Business in Miami -Dade ounty. "Principal Place of Business" means the location of the primacy office or central ice of a subcontractor. If the subcontractor has only one business location, such business loc' ion shall be its Principal Place of Business. Confirmation of the subcontractor's Principal PI : e of Business may be evidenced by a valid business tax receipt issued by Miami -Dade Coun 11.6 Small Business Enterprise ("S13E") Program for Small uuiness Enterprise Program__ for Construction Services ('SI3g-Construction Ser►'ic - ']: Small Business Enterprise Goods and Services ("SSE -Goods and Service ; and Architecture.. Euglneerinftti, Landscape Architecture, Sury evtag and Mappin rofessions ("CBE-A/E" . With respect to the Stadium, IMS shall cause its prune contractor i, Award to firms certified by Miami -Dade Cou • as $BF, Construction Services firms not less than 10% of the contractual agreements for .struction and construction -related materials, supplies and fixtures; ii. Award to firms certified by Miami -Dad ounty as 0E,, Goods and Services firms not less than 3% of the contractual agreements for : ds and services (such as, but not limited to security, testing, surveying, etc.) (the ",-Goo u and Services Participation Requirement"); and iii. Award to firms certified by iami-Dade County as CBE-A/E not less than 7.5% of the professional services agreemen or soft costs, including, but not limited to, design, engineering, survey, inspection, job ms . toring requirements, testing and legal. 43 CFN: 20230467325 BOOK 33783 PAGE 2354 SUBSTITUTED Miami Freedom Park SAP Development Agreement Ex -Felon Outreach: Pursuant to Section 11.3 of the Construction Administration Agreement, Developer will promote the employment of ex -felons within the Project. 11.3 Ex -Felon Outreach. IMS shall ensure that no less than five percent (5% if its total construction workforce for the Stadium will be comprised of ex -felons. To aid in the ection of ex -felon candidates, IMS shall establish programs, which may include collabo ion with existing not -for -profits (including, but not limited to, an initial outreach to Transiti• ss, Inc. and Circle of Brotherhood, Inc.) or staffing agencies, to employ said individuals. 44 CFN: 20230467325 BOOK 33783 PAGE 2355 SUBSTITUTED Miami Freedom Park SAP Development Agreement District 5 Participation: Pursuant to Section 26.3 of the Lease Agreements, Developer will establish programs to include individuals residing within the boundaries of District 5 of the City Commission within the retail and concession areas located within the Project. 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 provisio of tenant improvements for such individuals residing within the boundaries of District 5 of the of Miami (collectively, the "District 5 Reouirements"). Compliance with the foregoing shbe measured by the City as of January 18L of each Lease Year, commencing with the Lease Y- , after the Tenant obtains a certificate of use for a minimum of 100,000 square feet of Comm= ial uses within the Development Parcel and based on an average determined as follows: monthly average square footage of Commercial uses leased/licensed to District 5 particip s within the Development Parcel divided by the monthly average square footage of C ' ercia! uses leased/licensed to all tenants or subtenants, as applicable, within the Develo. ent Parcel, each during the immediately preceding Lease Year. Tenant shall make available the Landlord such documents and information as reasonably requested by the Landlord ' order to measure compliance with the foregoing. The term "Commercial " shall mean any nd all permissible retail areas within the Development Parcel (including, without limitation, . , permissible retail areas within the Hotels and/or Office/Retail Project). 45 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2356 Miami Freedom Park SAP Development Agreement Soccer Programs: Pursuant to Section 2.5 of the Construction Administration Agreement, Developer will establish programs to encourage youth participation in soccer and make vailable the "Sports Fields" (as defined in the Construction Administration Agreement) free harge to residents of the City that are sixteen (16) years or younger (subject to th ions set forth therein). Youth Sports Commitment. Upon Completion of Construction of al .r a portion of the S. Fields, MFP shall establish a public registration system, in form .d substance preapprove • City in writing, for the use of the athletic fields and courts cons ted thereupon, which will pe all registered users that are both residents of the City and s een (16) years of age or younger t e such fields and courts without charge, subject to such r- : sonable validation, access, and use res . tions as established by MFP from time -to -time; pro ed, however, that the hours of operation shever be less than the hours of operation of the ' blic Park Parcel. MFP shall maintain the Spo ields at its sole cost and expense in good a • . safe order and condition, and make all necessary : irs thereto, in a manner consistent w the standards set forth in Section 10.1 of the Comore Lease. All repairs made by 1. shall be at least substantially similar in quality and class to original work. MFP shall ke;,• and maintain all portions of the Sports Fields and all improveme. thereto in safe and reaso ble order and operating condition, reasonably free of dirt, rubbish an ffiti. 46 SUBSTITUTED Miami Freedom Park SAP Development Agreement Soccer Programs: Pursuant to Section 2.5 of the Construction Administration Agreement, Developer will establish programs to encourage youth participation in soccer and make availabl the "Sports Fields" (as defined in the Construction Administration Agreement) free of charge residents of the City that are sixteen (16) years or younger (subject to the limitations set •rth therein). "Sports Fields" shall mean no fewer than six (6) fields (which may . e divided/flexed into smaller fields), including such features as m. - be required by Applicable Law to permit use of such fields by the •ublic, which may initially be constructed at grade to the east of the S ium, as set forth in the Approved Special Area Plan. 2.5 Youth Sports Commitment. Upon Completion of Co ction of all or a portion of the Sports Fields, MFP shall establish a public registration sy in, in forth and substance preapproved by City in writing, for the use of the athletic fields ancourts constructed thereupon, which will permit all registered users that are both residents of e City and sixteen (16) years of age or younger to use such fields and courts without charge, s . eject to such reasonable validation, access, and use restrictions as established by MFP from tim to -time; provided, however, that the hours of operation shall never be less than the hours of o. ration of the Public Park Parcel. MEP shall maintain the Sports Fields at its sole cost and exp e in good and safe order and condition, and make all necessary repairs thereto, in a mann consistent with the standards set forth in Section 10.1 of the Commercial Lease. All repa made by MFP shall be at least substantially similar in quality and class to the original work. FP shall keep and maintain all portions of the Sports Fields and all improvements thereto in fe and reasonable order and operating condition, reasonably free of dirt, rubbish and graffiti. 46 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2357 Miami Freedom Park SAP Development Agreement Exhibit "E" Legal Description of Rights of Way to be Closed and Vacated 47 CFN: 20230467325 BOOK 33783 PAGE 2358 I SUBSTITUTED SKETCH TO ACCOMPANY LEGAL DESCRIPTION LEGAL DESCRIPTION: ALL THOSE PORTIONS OF RIGHTS -OF -WAY DEDICATED PER "LEJEUNE GARDEN ESTATES SECTION 4 , ACCORDING TO AS RECORDED IN PLAT BOOK 44 AT PAGE 23, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. AND PORTIONS OF RIGHTS -OF -WAY DEDICATED PER "AMENDED PLAT OF PLAT OF PORTIONS OF N.W. 377H AVE., N.W. ST., N.W. 14TH ST., N.W. 20TH ST., N.W. 21ST STREET, AND N.W. 2671-1 STREET, AS RECORDED IN PLAT BOOK PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, AS SUBJECT TO THOSE ORDERS OF CONDEMNATION IN F MIAMI, AS RECORDED IN DEED BOOK 2854 AT PAGE 231 AND DEED BOOK 2801 AT PAGE 164, OF THE PUB MIAMI-DADE COUNTY, FLORIDA. ALL LYING WITHIN THE NORTHEAST ONE -QUARTER (1/4) OF SECTION 32, 41 EAST, AND WITHIN THE BOUNDARY OF THE FOLLOWING DESCRIBED LANDS: COMMENCE AT THE SOUTHWEST CORNER OF THE NORTHEAST 1/4 OF SAID SECTION 32; THEN LINE OF SAID NORTHEAST 1/4 FOR 45.00 FEET; THENCE EASTERLY ALONG A LINE PARALLEL SOUTH LINE OF SAID NORTHEAST 1/4 N88'08'18"E FOR 649,36 FEET TO THE POINT OF DESCRIBED; THENCE NOO'53'17"W ALONG 771E RIGHT-OF-WAY OF THE LIMITED ACCESS T FOR 59.96 FEET; THENCE RUN ALONG SAID LIMITED ACCESS RIGHT-OF-WAY N48'58 49 THE NEXT DESCRIBED CURVEE, SAID POINT BEARS S45'24'02"W FROM ITS CENTER; TH CIRCULAR CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 470.00 FEET, ARC DISTANCE OF 337.81 FEET TO A POINT OF TANGENCY; THENCE RUN ALONG FEET THENCE NORTHWESTERLY ALONG SAID RIGHT-OF-WAY N07'58'00"W FOR PARALLEL TO AND 50.00 FEET EAST OF THE WEST LINE OF THE SAID NORTH THE EASTERLY RIGHT-OF-WAY LINE OF LEJEUNE ROAD (NW 42ND AVENUE) THENCE RUN N88.491411' FOR A DISTANCE OF 251.82 FEET TO A POINT• 285.46 FEET TO ITS INTERSECTION WITH THE NORTH LINE OF THE SAID SAID NORTH LINE N8724'21 "E FOR 2019.58 FEET TO ITS' INTERSECT/ AVENUE AS SHOWN ON SHEET 27D TO THE MUNICIPAL ATLAS OF T CIRCULAR CURVE CONCAVE TO THE EAST AND BEARS N88'23'51" SAND CURVE HAVING A RADIUS OF 1463.40 FEET, A CENTRAL A THENCE ALONG SAID RIGHT-OF-WAY, TANGENT TO THE LAST CURVATURE OF A CIRCULAR CURVE CONCAVE TO THE EAST, RADIUS OF 2871.79 FEET, A CENTRAL ANGLE OF 04'48'13 THENCE RUN ALONG SAID RIGHT-OF-WAY S06'41 ' 11 "E F THENCE ALONG SAID RIGHT-OF-WAY AND CURVE HAVI ARC DISTANCE OF 240.19 FEET TO A POINT OF TAN NORTHEAST 1/4; THENCE RUN ALONG RIGHT -OF - FEET SOUTH OF AND PARALLEL TO THE NORTH THENCE S8746'27"W ALONG SAID PARALLEL LI NORTHEAST 1/4; THENCE S 0152 57"E PA DISTANCE OF 80.00 FEET, THENCE RUN SO PARALLEL WITH AND 45 FEET NORTH OF E S88'08' 18"W FOR 1236.71 FEET TO 77-1 Note: 1. The bearings shown hereon re e to an assumed bearing (North 88V8'18" East) along the South line of the Northeast One-Ouorter /4) of Section 32, Township 53 South, Range 41 East Miami -Dade County, F7orido. 2. This sketch is not valid ithout the signature and the original roiscd seal of the attesting Florida licensed surveFr and mer.. E PLAT THEREOF, 0 THOSE 871-1 AVE., N.W. 11TH AT PAGE 26, OF THE OR OF THE CITY OF RECORDS OF WNSHIP 53 SOUTH, RANGE N00'54'35"W ALONG THE WEST ITH AND 45 FEET NORTH OF THE INNING OF THE PARCEL TO BE LEJEUNE ROAD (NW 421VD AVENUE) FOR 562.53 FEET TO A POINT ON CE NORTHWESTERLY ALONG SAID CENTRAL ANGLE OF 41 ' 10'52" FOR AN ID RIGHT-OF-WAY NO3'25'06"W FOR 623.61 3.68 FEET TO ITS INTERSECTION WITH A LINE T 1/4 OF SECTION 32; THENCE RUN ALONG 00'54 ,35 "W FOR 992.21 FEET TO A POINT, ENCE RUN N70.04'29'E FOR A DISTANCE OF ORTHEAST 1/4 OF SECTION 32; THENCE RUN ALONG WITH THE WESTERLY RIGHT-OF-WAY LINE OF NW 37TH CITY OF MIAMI, SAID POINT OF INTERSECTION BEING ON A 0 THE CENTER OF SAID CURVE; THENCE SOUTHERLY ALONG LE OF 00' 16'48" FOR AN ARC DISTANCE OF 7.15 FEET; CRIBED CURVE SO 1 '52'57"E FOR 246.61 FEET TO A POINT OF ENCE SOUTH ALONG SAID RIGHT-OF-WAY AND CURVE HAVING A FOR AN ARC DISTANCE OF 240.77 FEET TO A POINT OF TANGENCY 11Z62 FEET TO A CIRCULAR CURVE CONCAVE TO THE WEST; A RADIUS OF 2864.79 FEET, A CENTRAL ANGLE OF 04'48'13" FOR AN NCY,• SAID POINT BEING 35 FEET WEST OF THE EAST LINE OF SAID SO152 57"E FOR 535.07 FEET TO ITS INTERSECTION WITH A LINE 30.00 E OF THE SOUTHEAST 1/4 OF THE NORTHEAST 1/4 OF SAID SECTION 32; FOR 700.00 FEET TO A POINT 735.00 FEET WEST OF THE EAST LINE OF SAID EL TO SAID EAST LINE FOR 1064.41 FEET. THENCE RUN S88V8'18"W FOR A 2'571- FORA DISTANCE OF 213.00 FEET, THENCE WESTERLY ALONG A LINE SOUTH LINE OF SAID NORTHEAST 1/4 OF SAID SECTION 32; THENCE RUN POINT OF BEGINNING. SCHWEBKE S H I S K I N+ ASSOCIATES LAND SURVEYORS • ENGINEERS • LAND PLANNERS CORPORATE WAY, MIRAMAR, FLORIDA 33025 DADE:(305) 652-7010 BROWARD:(954) 435-7010 THIS IS NOT A "LAND SURVEY." ORDER NO• 215336 DATE: 07/25/2022 SHEET 1 OF 3 SHEET(S) F.B.: N.A. 1315S671AILZBL''E5E GOLF COURSCISKE7G+Y LEGAL\REZONINOWNtrV+Y:$BIIS OCT 2021 tFARCf.L EXHIBIT LEGALS 20211011.DWG (LB-87) FAX:(305) 652-8284 1 SUBSTITUTED I CFN: 20230467325 BOOK 33783 PAGE 2359 SKETCH TO ACCOMPANY LEGAL DESCRIPTION1 N N SCALE: 1"-500' 1"=500' 50.00' f L triqu h � 11 1 13 I 19_ 1518_ 16 1 17 Southwest Corner, Northeast 7/4, Section 32-53-41 Note: 1. This sketch is not valid wit t the signature and the original raised seal of the attesting " •rida licensed surveyor and mapper. RIGHTS —OF Wi4 Y PER P.B. 28, PG 26, OUTSIDE OF CONDEMNA 170A TO BE VACATED RIGHTS —OF WA Y PER LEIEUNE GARDEN ESTATES SECTION 4, P.B. 44 PG. 23 TO BE VACATED FORMER RIGHTS —OF —WAY (FEE SIMPLE TITLE VESTED TO CITY OF MMMI PER CONDEMNATIONS, D.B. 2854, PG. 231 AND D.B. 2801, PG. 164) Per Plot Book 44, Page 23 N.W. 17fh SMET Ar �{x,J 0 ref r I 32 2 3r 3 I "- 4 29_ 5 ! 28 6 -t 27 -I-- 8 9 1 ass 2' 1 22 12 —y-21' 13 20 14 -t-19- 15+ IBT ---I'-- -16 17 Are. 4rodnitArouri 01111 40 -27� 26- 4 25 5 I 24 6 i 23 101104 — 743 I 8 -1-21 9 I 20 10 I 19 11 ! 18 13 116 14 I15 0 4- 5 6 U 9 10 L_ theast Corner, ection 32-53-41 65.00' Ig -�1 35.00' 1 { R, N.W. 14111 SMUT South Line, NE 1/4, Section 32-53-41 D.B.— DEED BOOK PG. — PAGE P.B. — PLAT BOOK SS SCHWEBKE SHISKIN + ASSOCIATES LAND SURVEYORS • ENGINEERS • LAND PLANNERS CORPORATE WAY, MIRAMAR, FLORIDA 33025 DADE:(305) 652-7010 BROWARD:(954) 435-7010 FAX:(305) 652-8284 THIS IS NOT A "LAND SURVEY." SHEET 2 OF 3 SHEET(S) ORDER NO.: 215336 DATE: 07/25/2022 F.B.: N.A. (LB-87) '53111MELREESE GOLF COURSE\SKITCH 1:EGALVEZONING`DWG10111817S OCT 2021\PARCEL EXHIBIT LEGALS 20211011.OWG CFN: 20230467325 BOOK 33783 PAGE 2360 SUBSTITUTED SKETCH TO ACCOMPANY LEGAL DESCRIPTION N SCALE: 1 "=500' N88'49'41'E 251.82' PaNT OF COMMENCEMENT Southwest Comer.. Northeast 1/4, Section 32-53-41 Note: 1. The bearings shown hereon r- e to an assumed bearing (North :=108'18" East) along the South line of the Northeast One—Ouarter /4) of Section 32, Township 53 South, Range 47 East, Miami —Dade Count, Florida: 2. This sketch is not valid ithout the signature and the original raised seal of the attesting Florida licensed surveyor and m' • er. L=337.81' h=4110'52' 9. R=470.001 00.®330.59'; 01.B.-N2400'32'W 1 North Line, NE 1/4, Section 32-53-41 N8T2411'E 2019.58' Page 23 ./L 7.15' 6=0'10'49' 463.411' CH Dr 7.15' t f.. 1r14' E 501'52'57E 246,60' L 240.78' E=448''14" R-2871.79. OH.0.®240 71' ,L=241?.1 /// R-2864.79' .0. 240.1g' 2. S0417'04" SB746'271IV 700.00'L R/W S88'08'18"W 80.00' 1'52'571 213.00' —59808'18V 1236.71' — N.W. 14M STREET NOo'v4:d59, - or' POINT OF BEGINNING South Line, N.E. 1/4, M O53'17'W N Section 32-53-41 45.01' N. heost Corner, ction 32-53-41 R — Radius d — Delta Angle L — Arc Length Ch.B. — Chord Bearing Ch.D. — Chord Distance SCHWEBKE S H I S K I N+ ASSOCIATES LAND SURVEYORS • ENGINEERS • LAND PLANNERS CORPORATE WAY, MIRAMAR, FLORIDA 33025 DADE(305) 652-7010 BROWARD:(954) 435-7010 FAX:(305) 652-8284 (LB-87) THIS IS NOT A "LAND SURVEY." SHEET 3 OF 3 SHEET(S) ORDER NO 215336 DATE 07/25/2022 F B • N.A. \3253411MEtREESE COLT COURSCtSKE7'GM LEGAL\REZOMNG‘Ol+VG\EXH18115 OCT 2021 \PAI?CCi LXMINT LrGALS 2021101 i.0 SUBSTITUTED Exhibit "F" Vacation and Closure Notice This instrument was prepared by: Victoria Mendez, City Attorney Office of the City Attorney 444 SW 2nd Avenue, #945 Miami, Florida 33130 CFN: 20230467325 BOOK 33783 PAGE 2361 Miami Freedom Park SAP Development Agreement NOTICE OF FINAL VACATION AND CLOSURE OF PLATTED ' . HTS OF WAY WHEREAS, on , the , a (" ") and the CITY OF MIAMI, FLORIDA, a municipal core- ation and political subdivision of the State of Florida ("City," and together with collectively, the "Parties"), entered into a Development Agreement pursuant to S. tions 163.3220 through 163.3243, Fla. Stat., recorded on in 0 ' "al Records Book , Page of the Public Records of Miami -Dade County, F . rida with said Development Agreement approved by the Miami City Commission on as Ordinance No. (the "Development Agreement"); and WHEREAS, the Development Agreement ctemplated, after certain conditions have been met by the Parties, that certain platted, unimproved, rights of way within the Miami Freedom Park SAP Area, as more parti arly described in Exhibit "A" are to be closed, vacated, and discontinued for public us , and WHEREAS, an easement shall b: - served for the installation, maintenance and operation of any utility located in or to ' - located in the ROWs vacated by this instrument, including the right of the utility to i all, maintain, operate, repair and replace any poles, wires, pipes, conduits, sewer mains ater mains, or any other facility or equipment for the maintenance or operation of any ility, which may be released in accordance with Section 16(c) of the Development Agr ent; and WHEREAS, all c. ditions precedent in the Development Agreement have been fulfilled by the Parties. NOW THE but unimproved, vacated. ORE, the City hereby notifies any interested parties that the platted, hts of way within the Miami Freedom Park SAP Area are closed and IN TNESS WHEREOF, the undersigned has caused this Notice of Final Vacation and Clos e of Platted Rights of Way to be duly executed on this day of 20 [SIGNATURE PAGE TO FOLLOW] 48 SUBSTITUTED CITY OF MIAMI: By: Victoria Mendez City Attorney By: Art Noriega V. City Manager STATE OF FLORIDA ) ss: COUNTY OF MIAMI-DADE CFN: 20230467325 BOOK 33783 PAGE 2362 Miami Freedom Park SAP Development Agreement The foregoing instrument was acknowledge ' • efore me by means of ❑ physical presence or ❑ online notarization, this day ' , by Arthur Noriega, as the City Manager of the CI OF MIAMI, a municipal corporation of the State of Florida, on behalf of the municiporporation, who is personally known to me or who has produced as identification. [NOTARIAL SEAL] Print Name: Notary Public, Commission #: My Commission Expires: 49 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2363 Miami Freedom Park SAP Development Agreement Exhibit "G" Template City of Miami Unity of Title SUBSTITUTED Document prepared by: Office of City Attorney 444 S.W. 2nd Avenue, Suite 945 Miami, FL 33130-1910 Return Recorded Copy to: City of Miami Office of Zoning, Attn.: Zoning Administrator 444 S.W. 2nd Avenue, 2nd Floor Miami, FL 33130-1910 Folio Nos: Reserved for Recording UNITY OF TITLE CFN: 20230467325 BOOK 33783 PAGE 2364 WHEREAS, Insert Owner Name. ("Owner") own he property ("Property") legally described as: Legal description and folio number The address of which is Address., Miami, F rida, 33--and; Legal description and folio number. The address of which is Address, ' ami Florida, 33--. Which are also described in E ibit "A". In consideration of the iss . ce of permits for the Property from the City of Miami ("City") and for other good an aluable consideration, the receipt and sufficiency of which are hereby acknowledged • wner hereby agrees to restrict the use of the subject Property in the following manner: That the Prope v shall be considered as one plot and parcel of land and that no portion of said plot an •arcel of land shall be encumbered, mortgaged, sold, transferred, divided, conveyed, - -vised or assigned separately, except in its entirety as one plot or parcel of land. Cove t Running' with the Land. This Unity of Title on the part of the Owner shall con to a covenant running with the land and will be e-recorded by the City, at the Owner's e nse, in the public records of Miami -Dade County, Florida and shall remain in full force d effect and be binding upon the undersigned Owner, and its heirs, successors, and assigns until such time as the same is modified, amended, or released. SUBSTITUTED Folio No. # CFN: 20230467325 BOOK 33783 PAGE 2365 Term. This Unity of Title is to run with the land and shall be binding on all parties and all persons claiming under it for a period of thirty (30) years from the date this Unity of Title is recorded, after which time it shall be extended automatically for successive periods of to (10) years each, unless an instrument signed by the, then, Owner(s) of the Property has b n recorded agreeing to change the Unity of Title in whole, or in part, and that the Unity o itle has first been modified, amended, or released in writing by the City as specified he n. Modification. Amendment, Release. This Unity of Title may only be modified, ended, or released as to the Property, or any portion thereof, by a written instrument e cuted by the, then, owner(s) of the Property, including joinders by all mortgagees, if any, ovided that the same is also approved in writing by the Zoning Administrator and Buildi ' _ Official, or their respective designees or successors, in a form acceptable to the Ci ttomey, or his/her respective designee or successor, upon the determination by the Zo ng Administrator and Building Official that the Unity of Title is no longer necessary . e . a determination by the Building Official that the modification, amendment, or release 11 not cause a violation of the Florida Building Code. Authorization for the C ; to Withhold Permits and Ins ctions. In the event the terms of this Unity of Title are not being complied with, in add on to any other remedies available, the City is hereby authorized to withhold any fu er permits and refuse to make any inspections or grant any approvals, until such time • s this Unity of Title is complied with. Inspection and Enforcement. It is understood . d agreed that any official inspector of the City may have the right at any time during al business hours to enter upon the Property for the purpose of investigating the use the Property and for determining whether the conditions of this Unity of Title are bei complied with. Enforcement of this Unity of Title shall be by action against the parties . this Unity of Title or persons violating or attempting to violate any covenants herein or , e then Owners at the time the violation is committed. This enforcement provision sha ' e in addition to any other remedies available at law, in equity, or both. The violation ay also be enforced by City Code, Chapter 2, Article X, titled Code Enforcement. Election of Remedies. rights, remedies and privileges granted herein shall be deemed to be cumulative and th - xercise of any one or more shall neither be deemed to constitute an election of remedie or shall it preclude the party exercising the same from exercising such other additional r' ts, remedies, or privileges. Severability. validation of any one of these covenants, by judgment of Court, shall not affect any ' the other provisions, which shall remain in full force and effect. Count. .arts/Electronic Si_nattire. This Unity of Title may be executed in any number of cou. -rparts, each of which so executed shall be deemed to be an original, and such c • terparts shall together constitute but one and the same Unity of Title. The parties shall entitled to sign and transmit an electronic signature of this Declaration (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party 2 Rev. 7/2020 SUBSTITUTED Folio No. # CFN: 20230467325 BOOK 33783 PAGE 2366 whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Unity of Title upon request. Recording. This Unity of Title will be e-recorded by the City, at the Owner's expense, in e public records of Miami -Dade County, Florida upon full execution. [Signature Page to Follow T . Space Intentionally Left Blank 3 Rev. 7/2020 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2367 Folio No. #: Signed, witnessed, executed, and acknowledged on this j day of }°1 'r7 20--. Owner Name ('lick or tap here to enter'..xt [Name of Signatory, " tie]. WITNESSES: Click or tap here to enter text. Print Name i, Ne ' or tar 11L'rL ts; r Ii : 1 ° Print Name Signature Sig ure (TWO WITNESSES FOR EACH PERSON SIG G STATE OF COUNTY OF The foregoing instrument w acknowledged before me by means of ❑ physical presence OR ❑ online ' •tarization, this day of Month, 20--, by of Personally Known 0 0 roduced Identification 0. Type of Identification ' roduced Click or tap here to enter text. Notary Public Print or Stamp Name of Notary Public: --- Notary Public, State of Click or tap here to enter text. Commission No.: Click or tap here to enter text. My Commission Expires:Click or tap nr-re to enter text. 4 Rev. 7/2020 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2368 Folio No. #. WITNESS my hand and official seal in the county and state named above this day of 20». Approved: Daniel S. Goldberg, Esq. Zoning Administrator Approved as to Legal Form and Correctness: Victoria Mendez, Esq. City Attorney 5 Rev. 7/2020 SUBSTITUTED CFN: 20230467325 BOOK 33783 PAGE 2369 Folio No. tr Exhibit "A" [Parcel 1 — Legal description, address and folio] and [Parcel 2 — Legal description, address and folio] 6 Rev. 7/2020