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HomeMy WebLinkAboutSubstitution Memo from City ManagerDocusign Envelope ID: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Honorable Mayor and Members of the City DATE: February 4, 2026 Commission "—Signed by: —A68C256F2C6A478... FROM: James Keyes City Manager FILE: SUBJECT: Substitution Memo - February 12, 2026 Commission Meeting REFERENCES Item PZ.2 - File ID 18590 ENCLOSURES: Updated Ordinance and Draft First Amendment to the Development Agreement with Miami Freedom Park The Office of the City Manager respectfully requests that the following item be substituted in the February 12, 2026 Commission Meeting agenda: Item PZ.2 is an Ordinance 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. 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, 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 The legislation is being substituted to add background information to the recitals of the Ordinance and to replace Exhibit A with the attached draft First Amendment to the Development Agreement (the "First Amendment"). The First Amendment incorporates revisions necessary to implement the amendments to the Construction Administration Agreement and the Lease Agreements approved by Resolution No. R-25-0502, adopted on November 20, 2025, and subsequently updated by Resolution No. R-25-0538, adopted on December 11, 2025, including, without limitation, the Enhanced Park Plan. Certain specified provisions of those amendments were expressly contingent upon approval of corresponding revisions to the Development Agreement. Exhibit A 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 prior to final completion and recordation of the amendment. C: Natasha Colebrook -Williams, Deputy City Manager Asael Ace Marrero, Assistant City Manager / Chief of Infrastructure Barbie Hernandez, Assistant City Manager / Chief of Operations David Snow, Director, Planning Department George K. Wysong III, City Attorney Miriam Santana, Agenda Coordinator Todd B. Hannon, City Clerk —v w cv 1 8590 Su 41`-kfrkoil fYlf2A44 rnmti2e/La Docusign Envelope ID: 57282E96-0421-4131 B-AA0D-A3C00276DAF8 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 c,a 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 Docusign Envelope ID: 57282E96-0421-4B1 B-AA0D-A3C00276DAF8 sr� 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 n ` i2: 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 Section 5. This Ordinance shall become effective immediately upon its adoption and signature of the Mayor.2 rU 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 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 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 ad4tional improvements as described in the Second Amendment to the Construction Administration Agreemerl and i WHEREAS, the City is desirous of delivering an enhanced park for its residents within Jorg&Mas 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 2 Docusign Envelope ID: 57282E96-0421-481B-AA0D-A3C00276DAF8 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 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) 4 Docusign Envelope ID: 57282E96-0421-4B1 B-AA0D-A3C00276DAF8 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: 57282E96-0421-481 B-AA0D-A3C00276DAF8 Signed in the presence of: CITY OF MIAMI, a municipal corporation of the State of Florida Print Name: Print Name: ATTEST: By: Todd B. Hannon City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: 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 FLORI DA ) SS COUNTYOF MIAMI-DADE ) 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-AA0D-A3C00276DAF8 Exhibit A Legal Overall Property C) r- 7 r O �L� Docusign Envelope ID: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 Exhibit B Leased Property 8 - y c> r —73 N .c- O Docusign Envelope ID: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 Exhibit C City Commission Ordinance 9 Docusign Envelope ID: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 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-AAOD-A3C00276DAF8 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. r— rfi 11 Docusign Envelope ID: 57282E96-0421-4B1 B-AA0D-A3C00276DAF8 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 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 professiotl� 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 Exhibit D to Construction Administration Agreement Exhibit D L _. Enhanced Park Design and Construction Addendum 12:4 0 cL 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 :invent 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, tha if 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 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 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 fees. 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 "lt" 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 (��3� , 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 11.1 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). ci. rn ::1-1`nrk 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: 57282E96-0421-461 B-MOD-A3C00276DAF8 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 he▪ rein, including, without limitation, the installation of Specialty Items (with MFP rn reining the obligation to use commercially reasonable efforts to expeditiously complete 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 or cladding systems, custom HVAC units or chillers,. or- i s tiatrre ljr unique engineering or assembly, which, after notice by MFP identifying such 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 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. c-� Cry s t_! (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 6:J 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 NP 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 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 (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 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. cJ (C1 rn r-< 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) business days after the Effective Date of Second Amendment to the CAA and to 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: 57282E96-0421-4B1 B-AA0D-A3C00276DAF8 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 76 r L —J e 12: 42 difficult and impractical to compute with certainty. In stipulating such amount ihex Payees have considered numerous factors, including without limitation, the following (i) "t14e , `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 r 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 FF9 - 9 P;'° 12: It 2 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 eac` % 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 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. c�rr r.. r- r^ 29 Docusign Envelope ID: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 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 30 Docusign Envelope ID: 57282E96-0421-4616-AA0D-A3C00276DAF8 ATTACHMENT "1" Enhanced Park Plan [To be incorporated prior to execution] 1-1 Error! Unknown document property name. : • rcl --n C.) 1 C—; -70 CD r" r". rn Docusign Envelope ID: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 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 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: 57282E96-0421-4B1 B-AA0D-A3C00276DAF8 ATTACHMENT "4" Public Park Phases [To be incorporated prior to execution] 5-1 Error! Unknown document property name. Docusign Envelope ID: 57282E96-0421-4B1 B-AA0D-A3C00276DAF8 ATTACHMENT "5" Direct Purchasing Program Guidelines PROVISIONS FOR TAX EXEMPT TRANSACTIONS/DIRECT PURCHASING PROGRAM [To be incorporated prior to execution] Docusign Envelope ID: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 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 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. Tirneframe — RBCA Permit may be issued for 10 year periods, and ECMP requirements are considered to be perpetuaL Docusign Envelope ID: 57282E96-0421-4B1 B-AAOD-A3C00276DAF8 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 De11witlsas. 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 sublease; provided, however, that the term "Catered F.mpkrrer"shall not inckde a Petamn IIS has annul consolidated Bros revenues that are less this the Seised &seem Cap. (A) "Olin Wage' shill 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 t 5.03 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 SS contactors" purswut to Section 111437, City of Mani Code of Ordnsoces. to tng be aaieaded fromto•tinte. (B) "She AMIntes" means. collectively, all Affiliates of MFP or IMS that lease, occupy, operate or perform wait at the Demised Property and that have one or more direct Site Employees_ (C) "Site Employee" mean, with respect to any Cowed Employer, may shawl 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 Covered Employer oyer through the services of a temporary wren. sieflisg or cstpbymen agesey or sisniar entity, dui am performing wroth at etc Dcanised Property. The test "ScitI}npbyea" shill sot include any natwal peram -Aso (i) works on awaage lea than third' (30) home in any conneutivc scvca (7) day period toy a Conroe FmplOnr to the Demised Prulnrty. (ii) receive, coneernatitin predestine* through tips or commistions. (lii) nxeiveti compeandion through wages determined pennant to a colhetive bnrgainingor labor agseerrtect or(iv) constitutes on "exempt esipleyee" (i.e.. s *alariod employee who is not eligible for overtime pay) punts* to the aplticabls provident of tme Fair Labor Standards Act. Ay) 'Small ilsanest Csp" means 1lusc PA Wien and Nod 100 Dallas (S3AO0,000,00) provided that. bxgiming on hoary 1. 2023, sad tech year thereafta, the Send Busies Cap shall he slimed bused on increases to the CP1. 4 rsa r*t e.cs —a s�a. Docusign Envelope ID: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 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 for to sublicense= to pay a Living Wage to ha Site Faployeca (C) MFPand 1MSshell provide imtientives,which shall bemandated onacese- hycase beds, to steblicenscei not otherwise meeting the Smell 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, midi hea#h benefit plan shall consist of a payment of at least $1.11 pa hour beard the provision of health benefits for Site Employees end their dependents. If 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 pcnod, which period shall not exceed 90 days. 59 12.4 IMS, regarding the Stadium Project, and MFP, regvsdiiag the i liar Msior Project Conepoaents, agree to me "good faith efforts,' through the prime contractors and their subcontractors, to have twenty percent (2046) of the angruetion Wm force, is eluding electrical workers. com airing 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 form 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 requitcmatls adds Artier 12 thail apply individually to tavern and every plisse. When evaluating nhether IMS or MEP, through then prime common and their sabcontractors, have na le taken 'good faith effoite to comply with the requiremers set forth herein, the parties agree that the evaluation futon (as rvaonabiy'modified to address the specific circumstances set froth holes) included in Appendix A to 49 CFR Part 26, Guidance Commit* Good Faith Efrbrts, deal! tarns the base of smelt evaluation. Docusign Envelope ID: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 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. 17-; r7'1 6 Docusign Envelope ID: 57282E96-0421-4B1B-MOD-A3C00276DAF8 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)lees. 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 union employees. IMS and MFP have commenced negotiations with United Here, Local 355, on a Labor Peace Agreement. If the construction work is phased, the requirements of this 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 form the basis of such evasion. C • (-) r- rn 57, 4.0 Docusign Envelope ID: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 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 combs' with such specific percentage. rFri 8 Docusign Envelope ID: 57282E96-0421-461 B-AA0D-A3C00276DAF8 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: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 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 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 Tran+ t 4, Inc and Circle of Brotherhood, Inc.) or staffing agencies, to employ said individuals. 11 Docusign Envelope ID: 57282E96-0421-4B1B-AA0D-A3C00276DAF8 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 (7, 12 x-� i Docusign Envelope ID: 57282E96-0421-4B1 B-AA0D-A3C00276DAF8 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