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HomeMy WebLinkAbout23009AGREEMENT INFORMATION AGREEMENT NUMBER 23009 NAME/TYPE OF AGREEMENT LANCELOT MIAMI RIVER, LLC DESCRIPTION SALE/REFINANCING TRANSACTION FEE AGREEMENT EFFECTIVE DATE November21, 2019 ATTESTED BY NICOLE EWAN ATTESTED DATE 11 /21 /2019 DATE RECEIVED FROM ISSUING DEPT. 2/12/2020 NOTE \. a- 3007 This instrument prepared by or under the supervision of (and after recording return to): Name: Ryan Bailine, Esq. Address: Greenberg Traurig, P.A. 333 S.E. 2nd Ave., Suite 4400 Miami, FL 33157 (Reserved for Clerk of Court) SALE/REFINANCING TRANSACTION FEE AGREEMENT (Miami Riverside Center) THIS SALE/REFINANCING TRANSACTION FEE AGREEMENT (this "Agreement") is executed as of /v Ve1 D 7 r -I , 2019 ("Effective Date"), by and between LANCELOT MIAMI RIVER, LLC, a Florida limited liability company ("Developer"), and CITY OF MIAMI, a municipal corporation of the State of Florida ("City"). Developer and City are sometimes referred to individually as a "Party" and collectively as the "Parties". RECITALS: A. On February 2, 2016, the City issued a competitive solicitation titled Offering Memorandum No. 15-16-008, together with any Addenda (the "OM"), which OM specifically called for offers from the public to acquire and redevelop certain real property owned by the City consisting of approximately 3.15 acres of land located at 444 and 460 SW 2nd Avenue in the City of Miami, Florida, commonly known as "Miami Riverside Center" and more particularly described on Exhibit A attached hereto and made a part hereof (the "Property"). DEVELOPER submitted a proposal to the City in response to the OM and was recommended as the top -ranked bidder by a selection committee appointed by the City Manager. B. On July 26, 2018, the City Commission adopted Resolution No. R-18-0324, the purpose of which was to submit to the electors of the City of Miami, for approval or disapproval, the proposed terms on which Developer would lease and/or acquire title to the Property from the City based on a term sheet negotiated between the City and Developer. The terms of the proposed transaction were approved by voter referendum by the electorate of the City of Miami on November 6, 2018. C. The City and Developer, consistent with the transaction terms approved by the voters at referendum, entered into that certain Agreement of Lease (Miami Riverside Center) dated as of even date herewith (as modified, supplemented, amended or restated from time to time, the "Master Ground Lease"), a memorandum of which was recorded on , 2019 in 1 ACTIVE 43272743v9 Official Records Book , Page of the Public Records of Miami -Dade County, Florida. Pursuant to the Master Ground Lease, the City leased the Property to Developer and Developer leased the Property from the City on the terms and conditions set forth therein. The Master Ground Lease contemplates, among other things, that Developer will redevelop the Property in one or more phases over time. D. Pursuant to Section 3.6 of the Master Ground Lease, Developer agreed to pay the City a transaction fee in connection with the sale or refinancing of developed portions of the Property from time to time pursuant to a Sale/Refinancing Transaction Fee Agreement that would be entered into by the Parties no later than the Commencement Date (as defined in the Master Ground Lease), recorded in the Public Records of Miami -Dade County, Florida, and run with title to the Property until released in accordance with its terms. This Agreement constitutes the Sale/Refinancing Transaction Fee Agreement contemplated by Section 3.6 of the Master Ground Lease. NOW THEREFORE, consistent with Developer's response to the OM, the transaction terms approved by the voters of the City of Miami on November 6, 2018, and the covenants, agreements and obligations contained in the Master Ground Lease, the Parties do hereby covenant and agree that the foregoing recitals are true and correct and are incorporated herein by this reference, and further agree as follows: 1. Definitions. In addition to those terms otherwise defined in this Agreement (including the above Recitals), the terms set forth below, when used in this Agreement, shall have the meanings provided below. Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Master Ground Lease. (a) Certificate of Occupancy shall mean the temporary or permanent certificate issued by the City evidencing that the applicable Improvements are ready for occupancy. (b) Fee shall mean the Refinance Fee and/or Transfer Fee as the context dictates. (c) Improvements shall have the meaning given to it in the Master Ground Lease, but shall (i) include at least one building or other structure intended for use and occupancy, and (ii) expressly exclude the Existing Improvements. (d) Project Costs shall mean, collectively, all costs and expenses incurred by Developer in connection with the Master Ground Lease or development of the Property, including without limitation (i) the development and construction of all Improvements on the Property, whether in connection with the initial development and construction of the Improvements or the subsequent repair, replacement, refurbishment or maintenance thereof, including without limitation, all hard costs (including but not limited to general conditions, general contractor fee, overhead, insurance, bonds and contingencies), and all soft costs (including but not limited to surveying, testing, architectural, design, engineering, permitting, project/construction management fees, legal fees and any other soft costs), including a proportionate share of the hard and soft costs for infrastructure and other common areas or shared facilities that benefit the 2 ACTIVE 43272743v9 Improvements in question, and (ii) all interest expense, operating expenses and other carrying costs associated with the Property and Improvements located thereon. (e) Refinance Fee shall have the meaning given to it in Section 2 below. (f) Refinance Loan shall mean any loan obtained by Developer and secured by a mortgage on the Property or any portion thereof, excluding (i) the proceeds of any loans used for the construction, repair, replacement, refurbishment, or maintenance of the Improvements, (ii) the proceeds of any loans required to be escrowed or reserved or otherwise not available for the use of the borrower, (iii) working capital loans, or (iv) loans extended from an Affiliate of Developer. The mortgage securing the Refinance Loan may be a Leasehold Mortgage or a mortgage encumbering fee title to the Property and Improvements with respect to any portion of the Property acquired pursuant to the Option. (g) Stabilized Occupancy shall mean, with respect to any Improvements, the earlier of (i) one (1) year following issuance of a Certificate of Occupancy for such Improvements, or (ii) the date upon which such Improvements have achieved an occupancy level of not less than eighty-eight percent (88%). (h) Transaction Costs shall mean any and all transaction costs associated with a Refinance Loan or a Transfer (as the context requires), including without limitation brokerage commissions (in connection with sales, leases, financings or otherwise), loan fees and costs (including loan origination fees), loan/refinancing prepayment fees, premiums and/or yield maintenance charges, defeasance fees and costs, title premiums and fees, due diligence costs, attorneys' fees, consultant fees, transfer taxes, documentary stamp taxes, surtaxes, intangible taxes and/or other transfer or mortgage taxes, and other ordinary and customary closing costs paid by Developer. (i) Transfer shall mean the sale, assignment or other transfer by Developer of any portion of the Property and any Improvements located thereon, by an assignment of Developer's rights under the Master Ground Lease, through a Bifurcated Lease or, after the Option is exercised and closes with respect to any portion of the Property, by conveyance of title to such portion of the Property and Improvements located thereon. (j) Transfer Fee shall have the meaning given to it in Section 3 below. 2. Refinance Fee. No later than thirty (30) days following the closing of a Refinance Loan and Developer's actual receipt of the proceeds of such Refinance Loan, Developer shall pay to the City a fee (the "Refinance Fee") equal to the sum of: (a) One percent (1 %) of the principal amount of the Refinance Loan, less (i) the Project Costs for the portion of the Property and Improvements being refinanced, and (ii) the Transaction Costs for the Refinance Loan; plus (b) One percent (1%) of the principal amount of the Refinance Loan, less all Transaction Costs; less 3 ACTIVE 43272743v9 (c) The aggregate amount of the Refinance Fee previously paid to the City with respect to the portion of the Property and Improvements being refinanced. For the avoidance of doubt, in calculating the Refinance Fee hereunder, the portion of the Refinance Fee calculated under Section 2(a) shall not be included as a Transaction Cost when calculating the portion of the Refinance Fee under Section 2(b), but any Refinance Fee previously paid with respect to the portion of the Property and Improvements refinanced through a Refinance Loan shall be credited against and reduce the Refinance Fee due for any subsequent Refinance Loan for such portion of the Property and Improvements. The Refinance Fee shall be due and payable under this Section 2 in connection with a refinancing of any portion of the Property and Improvements located thereof through a Refinance Loan from time to time until the Transfer Fee is paid with respect to such portion of the Property and Improvements, whereupon the obligation to pay any Fee respect to such portion of the Property and Improvements by reason of this Agreement shall terminate as hereinafter provided. 3. Transfer Fee. No later than thirty (30) days following the closing of a Transfer as evidenced by the execution and delivery of an assignment of the Master Ground Lease, a Bifurcated Lease or a deed of conveyance of title (as applicable), Developer shall pay to the City a fee (the "Transfer Fee") equal to the sum of: (a) One percent (1%) of the gross purchase price under the sales contract for the portion of the Property and Improvements being transferred, less (i) Project Costs for such portion of the Property and Improvements, and (ii) all Transaction Costs for the Transfer; plus (b) One percent (1%) of the gross purchase price under the sales contract for the portion of the Property and Improvements being transferred, less all Transaction Costs; less (c) The aggregate amount of the Refinance Fee previously paid to the City with respect to the portion of the Property and Improvements that are the subject of the Transfer. For the avoidance of doubt, in calculating the Transfer Fee hereunder, the portion of the Transfer Fee calculated under Section 3(a) shall not be included as a Transaction Cost when calculating the Transfer Fee under Section 3 (b); however, any Refinance Fee previously paid with respect to the portion of the Property and Improvements that are the subject of the Transfer shall be credited against and reduce the Transfer Fee due for the Transfer of such portion of the Property and Improvements. Once the Transfer Fee is paid with respect to any portion of the Property and Improvements, the obligation to pay any Fee respect to such portion of the Property and Improvements by reason of this Agreement shall terminate as hereinafter provided. 4. Condominium Sales. With respect to any portion of the Property submitted to the condominium form of ownership and sold as residential or commercial condominium units ("Condominium Units"), if the obligation to pay the Transfer Fee with respect to such portion of the Property has not previously been satisfied, then Developer shall pay to the City the aggregate Transfer Fee for all Condominium Units sold in arrears (i) commencing on that date that is sixty (60) days following the date of developer turnover of the condominium to the condominium association, and (ii) continuing on each six (6) month anniversary thereof until the Transfer of all of the Condominium Units. Developer shall keep City reasonably apprised of the inventory for 4 ACTIVE 43272743v9 unsold Condominium Units. The City agrees that the City's recourse for the Transfer Fee for Condominium Units shall be solely to the: Developer and that neither the purchaser of any Condominium Unit nor its. mortgagee(s) nor any association Or other entity responsible for the common elements or shared areas of the condominium shall be responsible therefor under: any _circumstances, nor shall the City's rights hereunder constitute or be construed. as a hen against any closed Condominium Units. . 5.: .: Supporting Documentation. In connection with the:payment of any Fee under this Agreement, Developershall provide the City :with reasonable back-up documentation, including but not limited to closing statements, paid invoices, receipts and similar materials evidencing the Project Costs and Transaction Costs, preferred returns. and other. required, distributions under any organizational or other governing documents, and required. reserves and other restrictions on use of funds applicable to a Refinance Loan, supporting the calculation of the amount of such Fee. 6. Conveyances Not Subject to Fee. Notwithstanding any provision in this Agreement to the contrary, no Fee shall be due:or payable.by Developer for or with respect to any Transfer or refinancing affecting the Property or any . leasehold interest- • therein: that does not include Improvements for which construction has been completed, a Certificate' of Occupancy has been issued by the City and the Improvements have. achieved Stabilized Occupancy. Accordingly, the sale, assignment or other transfer, or anyrefinancing, of any:leasehold interest in the Property or any Improvements- thereon under the :Master Ground Lease or a. Bifurcated Lease, or - any fee. interest.therein with respect to any_portion:of=the Property acquired pursuant to the .Option; shall not trigger or. impose any •obligation'to pay the Fee. or any portion thereof unless and until -'all of • the required conditions to the Fee set forth in the first sentence of this Section have been satisfied. Further; any conveyance or other transaction entered into -and closed:pursuant to the .exercise of the Option,and corresponding Purchase and Sale Agreements under the Master; Ground.Lease shall be exempt.from this Agreement and shall not be subject to:any Fee under any circumstances. 7. Partial Release and Termination of Agreement. Following payment:in full of the Transfer Fee for any portion of the Improvements, such:Improvements and related Property shall be deemed permanently released from this Agreement and no further Fee whatsoever shall be due orpayable: with respect to such Improvements or. Property:hereunder::The foregoing release shall be self -operative and automatic;:however;_the City shall execute and deliver a partial release in the form attached to this Agreement as Exhibit B, within ten (10) days of Developer's request, which partial release. may be recorded .by..Developer in the..Public Records of Miami -Dade County, Florida, to provide record noticeof -the permanent release of the applicable Improvements, and Property from the effect of this Agreement and satisfaction of Developer' obligations with respect to same: Following payment of the Transfer Fee for the. Improvements constructed as part of the final phase: of development of the Property, this Agreement: shall terminate in its entirety and be of no further force or effect, and; no further Fee whatsoever shall be due hereunder. The foregoing .termination: shall be self -operative and. automatic; :however,. .the City :shall execute anddeliver a termination and release :in .the form attached to this Agreement as.Exhibit C, within:ten (10). days of Developer's request, which termination and release may be recorded by Developer in the Public Records of Miami -Dade County, Florida, to provide record notice of the termination of this Agreement. and satisfaction of Developer's obligations hereunder. If the City disputes the amount of the Fee:paid and fails or refuses to execute a.partial release or a termination and release asa result thereof, Developer may nevertheless secure such partial releaseor termination and release 5 ACTIVE 43272743v8 (as applicable) by paying the amount in dispute, whereupon the City shall be required to execute such partial release or termination and release. The payment of the disputed amount shall be deemed a payment "under protest" by Developer, and the dispute over the disputed amount shall be addressed and resolved by the Parties in accordance with Section 19. 8. Mortgagee Exemption. This Agreement and the City's right to receive a Fee hereunder shall not apply to any sale, assignment or other Transfer that results from a foreclosure, a deed or assignment in lieu of foreclosure or the exercise of any other remedies under any mortgage(s) encumbering the Property or any fee or leasehold interest therein or any part thereof, together with any extensions, modifications, amendments or replacements thereof, whether such sale, assignment or other Transfer is to the holder of such mortgage or the note secured thereby, its nominee or a purchaser at a foreclosure sale. Accordingly, in the event any portion of the Property or the Improvements located thereon or any leasehold estate therein is transferred by reason of a foreclosure, a deed or assignment in lieu of foreclosure or the exercise of any other remedies under any Leasehold Mortgage or any mortgage encumbering fee title to the Property or any portion thereof, such Transfer shall not be subject to, or in any manner required to comply with, this Agreement, but any subsequent Transfer, unless similarly excluded under this Section or not subject to this Agreement under any other provision hereof, shall be subject to the provisions of this Agreement. 9. Estoppels. Each Party will from time to time within thirty (30) days following the written request of the other Party deliver to such persons as the requesting Party may request, a statement certifying that, to the knowledge of such Party, neither the City nor Developer is in default under this Agreement (or specifying any default), identifying any Fee owed, and confirming such other matters as may reasonably be requested. At the request of any Party, such statement may be in recordable form and may be recorded in the Public Records of Miami -Dade County, Florida. 10. Covenant Running with the Land. This Agreement shall constitute a covenant running with the Property which shall be binding upon Developer, its successors and assignees; it being the intention of the Parties that the Fee shall be paid, notwithstanding the occurrence of one or more Transfers, in accordance with the terms and conditions of this Agreement, during the term hereof. Notwithstanding the foregoing, this Agreement and the covenants contained herein, including the obligation to pay the Fee, shall be released and terminate in accordance with the terms and subject to the conditions of this Agreement, including Sections 7 hereof. 11. Notices. Any and all notices required pursuant to the terms of this Agreement shall be in writing and shall be served by registered or certified mail, with return receipt requested and postage prepaid, or sent by Federal Express or some other recognized overnight courier or locally recognized same -day delivery service to the addresses hereinafter provided. Notice shall be deemed given upon receipt or refusal to accept delivery. Each Party may change from time to time their respective address for notice hereunder by like notice to the other Party. The notice addresses of the Parties are as follows: 6 ACTIVE 43272743v9 Upon Developer LANCELOT MIAMI RIVER, LLC c/o Adler Group 3150 SW 38th Avenue, Suite 500 Coral Gables, FL 33146 Attn: Michael M. Adler With a copy to: GREENBERG TRAURIG, P.A. 333 S.E. 2nd Avenue, 44th Floor Miami, Florida 33131 Attn: Ryan D. Bailin & Nancy B. Lash, Esq. Upon City City Manager City of Miami 444 SW 2nd Avenue, loth Floor Miami, Florida 33130 With copies to: City of Miami City Attorney Office of City Attorney 444 SW 2nd Avenue, 9th Floor Miami, Florida 33130 And City of Miami Director, Department of Real Estate and Asset Management 444 SW 2nd Avenue, 3rd Floor Miami, Florida 33130 12. Construction and Interpretation. The titles, captions and paragraph headings are inserted for convenience only and are in no way intended to interpret, define, limit or expand the scope or content of this Agreement or any provision hereof. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted. If any words or phrases in this Agreement shall have been stricken out or otherwise eliminated, whether or not any other words or phrases have been added, this Agreement shall be construed as if the words or phrases so stricken out or otherwise eliminated 7 ACTIVE 43272743v9 were never included in this Agreement and no implication or inference shall be drawn from the fact that said words or phrases were so stricken out or otherwise eliminated. All Exhibits attached hereto are incorporated herein by reference. 13. Severability. This Agreement is intended to be performed in accordance with and only to the extent permitted by applicable law. If any provisions of this Agreement or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, but the extent of the invalidity or unenforceability does not destroy the basis of the bargain between the parties as contained herein, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law. 14. Attorneys' Fees and Costs. Each Party shall be responsible for its own attorney's fees and costs in connection with any action or proceeding brought by either Party to enforce or interpret the terms of this Agreement. 15. Governing Law; Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida without regard to its conflicts of laws principles. The Parties hereby agree that the proper venue for any actions or proceedings pursuant to this Agreement, brought by or on the behalf of any of the parties to this Agreement, shall be heard in the courts of Miami -Dade County, Florida. The Parties waive any objections to the jurisdiction of said courts and hereby consent to its jurisdiction. 16. Waiver by Jury. The Parties hereby each knowingly, irrevocably, voluntarily and intentionally waive any right such Party may have to a trial by jury in respect of any action, proceeding or counterclaim based on this Agreement, or arising out of, under or in connection with this Agreement or any amendment or modification of this Agreement, or any other agreement executed by and between the Parties in connection with this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. 17. Binding Agreement; Integration. This Agreement, when duly executed by both Parties hereto, shall be binding upon and shall inure to the benefit of, the Parties hereto and their successors and assigns, unless and until released in whole or in part in accordance with and pursuant to the terms of this Agreement. This Agreement contains the entire understanding and agreement between the Parties hereto with respect to the subject matter hereof and may not be changed, altered or modified except by an instrument in writing signed by the Party against whom enforcement of such change would be sought. 18. Counterparts. This Agreement may be executed in any number of counterparts and by the separate Parties hereto in separate counterparts, each of which shall be deemed an original, but all of which (when taken together) shall constitute one and the same instrument. 19. Recording. This Agreement shall be recorded in the Public Records of Miami - Dade County, Florida, promptly following the Commencement Date of the Master Ground Lease. 20. Expert Resolution Process. All disputes regarding the Fee or the respective rights and obligations of the Parties in connection with the Fee (individually, an "ERP Dispute" and 8 ACTIVE 43272743v9 collectively, the "ERP Disputes"), shall be resolved in accordance with the provisions of this Section 20. (a) Expert Resolution Process ("ERP"). The Party desiring that the Expert resolve any ERP Dispute (the "Initiating Party") shall give notice in accordance with the provisions of this Agreement to the other Party (the "Recipient Party") that it desires to initiate the ERP (the "ERP Notice"). The Initiating Party and the Recipient Party shall agree on the Expert as set forth in subsection (f) below. The cost of the ERP shall be borne equally between the Parties. (b) Within thirty (30) days after the selection of the Expert, the Initiating Party and the Recipient Party shall submit their ERP Dispute to the Expert for determination. The Expert shall discuss the ERP Dispute in detail with the Initiating Party and the Recipient Party and otherwise undertake such investigation and study such materials as the Expert believes reasonably necessary to make an informed decision. Examination of witnesses by the Initiating Party and the Recipient Party and by the Expert shall be permitted in the discretion of the Expert. (c) A written transcript of the proceeding shall be made and furnished to the Parties. The Expert shall determine any ERP Dispute, controversy or claim under this Agreement in accordance with the terms hereof. The Expert shall state the reasons upon which its decision is based in writing. The decision of the Expert shall be issued promptly but in no event later than thirty (30) days after the Parties have submitted their final statements and proofs to the Expert. Each Party shall have the right to bring an action in any court of competent jurisdiction to enforce the Expert's award. (d) The Expert may grant any remedy or relief within the scope of this Agreement and the applicable provisions hereof and under applicable law. In the absence of fraud, gross misconduct, collusion, departure from the essential requirements of law or an error in law or in a material fact appearing on the face of the order or award issued by the Expert, the written decision of the Expert shall be final and binding on the Parties. The Parties intend that the decision by the Expert shall be binding for all purposes and that no right of appeal shall exist; for the sake of clarity, any such ERP Dispute may not be relitigated through the ERP process or otherwise. (e) The Parties voluntarily and knowingly waive any right to pursue any ERP Disputes involving the Parties in any forum or through any process or proceeding other than the process and procedures set forth in Section. The foregoing process shall be the exclusive method available for resolution of ERP Disputes hereunder that cannot otherwise be resolved. (f) For purposes of this Agreement, "Expert" means an independent nationally recognized consulting firm or individual having at least ten (10) years recent professional experience as to the subject matter in question, who is qualified to resolve the issue in question and who is appointed in each instance by agreement of the Parties. In the event either Party calls for an Expert determination pursuant to the terms hereof, the Parties shall have thirty (30) days from the date of such request to mutually agree on one (1) recognized consulting firm or individual with relevant experience as the Expert and, if they fail to agree, each Party shall have an additional ten (10) days to each select one (1) recognized consulting firm or individual with relevant development experience as the Expert and within ten (10) days of such respective selections, the two (2) respective firms and/or individuals so selected by each of the Parties hereto shall select 9 ACTIVE 43272743v9 another such recognized consulting firm or individual to be the Expert. If either Party hereto fails to make its respective selection of a firm or individual within the ten (10) day period provided for above, then the other Party's selection shall be the Expert. Also, if the two respective firms and/or individuals so selected shall fail to select a third recognized consulting firm or individual to be the Expert, then the Expert shall be appointed by the American Arbitration Association in Miami - Dade County, Florida. [SIGNATURES BEGIN ON THE FOLLOWING PAGE] 10 ACTIVE 43272743v9 IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the Effective Date. DEVELOPER: Signed in the presence of the following witnesses: Print Name, °%1i' t. 4" LANCELOT MIAMI RIVER, LLC, a Florida limited liability company By: )s� Name: David S. Adler Title: Vice President Print Name: $T4j/L-tv k &t WNS76Z4' Date: // STATE OF FLORIDA COUNTY OF�! Qctie— ) ss: /3 , 2019 . The foregoing was acknowledged before me on /(/Q,Jpin,ZPr /3 , 20/ 9, by David S. Adler, as Vice President of LANCELOT MIAMI RIVER, LLC, a Florida limited liability company, on behalf of said company, whB ,� , 'personally known to me or 0 produced for identificati �Si# AO P41 Notary Public State of Florida `t� • Damaris Falcon y�c My Commission GG 363644 • Expires 08/07/2023 ACTIVE 43272743v9 N Y PUBLIC, STATE OF FLORIDA (Print, Type or Stamp Commissioned Name of Notary Public) [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] CITY: Signed in the presence of the following witnesses: By: on City Clerk as to form and legal sufficiency: Name: oseph Hernandez Title: S ecial Outside Counsel ACTIVE 43272743v9 CITY OF MIAMI, a municipal corporation of the State of Florida 12 By: (")(../ , City Manager EXHIBIT A LEGAL DESCRIPTION OF PROPERTY Tracts 1 and 2, RIVERSIDE PLAZA, according to the plat thereof as recorded in Plat Book 139, Page 43, of the Public Records of Miami - Dade County, Florida. LESS AND EXCEPT THE FOLLOWING: This part of Tracts 1 and 2, RIVERSIDE PLAZA, as recorded in Plat Book 139, Page 43, of the Public Records of Miami - Dade County, Florida, and being a portion of Section 37, Township 54 South, Range 41 East. More particularly described as follows: BEGINNING at the Northeast comer of said tract 2; thence along the East boundary of said Tracts 2 and 1 also being Westerly right-of-way line of S.W. 2nd Avenue, the following six (6) courses: 1) S 02°15'35" E for 4.550 meters (14.93 feet); 2) S 02°16'29" E for 7.338 meters (24.07 feet); 3) S 87°43.31"W for 0.838 meters (2.75 feet); 4) S 02°16'29" E for 84.723 meters (277.96 feet); 5) S 00°26'56" E for 24.683 meters (80.98 feet); 6) S 02°16'29" E for 25.578 meters (83.92 feet) to a point on the most Southerly boundary of said Tract 1; thence along said boundary, N 45°39'37" W for 35.035 meters (114.94 feet); thence N 52°31'38"E for 19.437 meters (63.77 feet); thence N 02°16'29" W for 77.346 meters (253.76 feet); thence N 00°30'18" W for 22.762 meters (74.68 feet); thence N 89°29'43" E for 6.475 meters (21.24 feet); thence N 00°30'14" W for 10.300 meters (33.79 feet) to a point on the North boundary of the aforesaid Tract 2; thence along said boundary, N 87°42'40" E for 2.315 meters (7.60 feet) to the POINT OF BEGINNING. ACTIVE 43272743v9 EXHIBIT B FORM OF PARTIAL RELEASE OF AGREEMENT This instrument was prepared by and should be returned to: Nancy B. Lash, Esq. Greenberg Traurig, P.A. 333 S.E. 2nd Ave, Suite 4400 Miami, FL 33131 [SPACE ABOVE THIS LINE FOR RECORDING DATA] PARTIAL RELEASE FROM SALE/REFINANCING TRANSACTION FEE AGREEMENT (Miami Riverside Center) KNOW ALL PERSONS BY THESE PRESENTS that , a ("Developer"), and CITY OF MIAMI, a municipal corporation of the State of Florida ("City"), are parties to that certain Sale/Refinancing Transaction Fee Agreement by and between Developer and City dated as of , 20 and recorded on , 20 in Official Records Book , Page , of the Public Records of Miami -Dade County, Florida (as heretofore amended or partially released, the "Agreement"). NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby release, remise, exonerate, and forever discharge from the effect and operation of the Agreement the real property located in Miami -Dade County, Florida, more particularly described on Exhibit A attached hereto and made a part hereof. IT IS UNDERSTOOD AND AGREED that, except for the foregoing release of the real property described in Exhibit A attached hereto, the Agreement shall otherwise remain in full force and effect. [SIGNATURES APPEAR ON FOLLOWING PAGES] ACTIVE 43272743v9 IN WITNESS WHEREOF, the parties have executed this Partial Release effective as of the day of , 20_. DEVELOPER: , a Signed in the presence of the following witnesses: By: Print Name: Name: Title: Print Name: STATE OF FLORIDA COUNTY OF ) ) ss: ) The foregoing was acknowledged before me on , 20_, by , as of , a , on behalf of said , who is ❑ personally known to me or 0 produced for identification. NOTARY PUBLIC, STATE OF FLORIDA (Print, Type or Stamp Commissioned Name of Notary Public) [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] ACTIVE 43272743v9 CITY: CITY OF MIAMI, a municipal corporation of the State of Florida Signed in the presence of the following witnesses: Print Name: By: , City Manager Print Name: ATTEST: By: , City Clerk Approved as to form and legal sufficiency Name: Title: ACTIVE 43272743v9 EXHIBIT "A" Legal Description [To be inserted] ACTIVE 43272743v9 EXHIBIT C FORM OF TERMINATION AND RELEASE OF AGREEMENT This instrument was prepared by and should be returned to: Nancy B. Lash, Esq. Greenberg Traurig, P.A. 333 S.E. 2nd Ave, Suite 4400 Miami, FL 33131 [SPACE ABOVE THIS LINE FOR RECORDING DATA] TERMINATION AND RELEASE OF SALE/REFINANCING TRANSACTION FEE AGREEMENT (Miami Riverside Center) KNOW ALL PERSONS BY THESE PRESENTS that , a ("Developer"), and CITY OF MIAMI, a municipal corporation of the State of Florida ("City"), are parties to that certain Sale/Refinancing Transaction Fee Agreement by and between Developer and City dated as of , 20 and recorded on , 20 in Official Records Book , Page , of the Public Records of Miami -Dade County, Florida (as heretofore amended or partially released, the "Agreement"). NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby (i) acknowledge the payment in full of the Transfer Fee (as defined in the Agreement) as required by the Agreement, (ii) release, remise, exonerate, and forever discharge from the effect and operation of the Agreement the real property located in Miami -Dade County, Florida, more particularly described on Exhibit A attached hereto and made a part hereof, (iii) terminate the Agreement in its entirety, and (iv) direct the Clerk of the Circuit Court of Miami -Dade County, Florida, to cancel the Agreement of record. [SIGNATURES APPEAR ON FOLLOWING PAGES] ACTIVE 43272743v9 , , a , on behalf of said , who is IN WITNESS WHEREOF, the parties have executed this Termination and Release effective as of the day of , 20_. DEVELOPER: Signed in the presence of the following witnesses: Print Name: Print Name: STATE OF FLORIDA COUNTY OF ) ) ss: ) a By: Name: Title: The foregoing was acknowledged before me on , 20_, by as of ❑ personally known to me or ❑ produced for identification. NOTARY PUBLIC, STATE OF FLORIDA (Print, Type or Stamp Commissioned Name of Notary Public) [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] 19 ACTIVE 43272743v9 CITY: CITY OF MIAMI, a municipal corporation of the State of Florida Signed in the presence of the following witnesses: Print Name: By: , City Manager Print Name: ATTEST: By: , City Clerk Approved as to form and legal sufficiency Name: Title: City Attorney 20 ACTIVE 43272743v9