Worldcenter Development Agreement

8/11/2019 Worldcenter Development Agreement

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This Instrument Was Prepared By,

Record and Return To:

Ryan D. Bailine, Esq.Greenberg Traurig, P.A.333 S.E. 2ndAvenueSuite 4400

Miami, Florida 33131

(Reserved)

AMENDED AND RESTATED DEVELOPMENT

AGREEMENT BETWEEN CITY OF MIAMI AND MIAMI

WORLDCENTER GROUP, LLC., AND AFFILIATES AND

SUBSIDIARIES OF MIAMI WORLDCENTER GROUP,

LLC., INCLUDING PWV GROUP 1 HOLDINGS, LLC.,

MIAMI FIRST, LLC., MIAMI SECOND, LLC., MIAMI

THIRD, LLC., MIAMI FOURTH LLC., AND MIAMI A/I,

LLC. REGARDING DEVELOPMENT OF THE MIAMI

WORLDCENTER MIXED-USE PROJECT

THIS AMENDED AND RESTATED DEVELOPMENT AGREEMENT (Amended

Agreement) is entered this ____ day of _____________ 2014, by and between MIAMIWORLDCENTER GROUP, LLC., a Florida limited liability company (MWC) and the

undersigned affiliates and subsidiaries of MWC (collectively, Developer), and the CITY OF

MIAMI, FLORIDA, a municipal corporation and a political subdivision of the State of Florida(City, hereinafter the Developer and the City may be referred to as theParties);

WITNESSETH:

WHEREAS, on or about November 13, 2008, the City Commission (Commission)approved the Rezoning of the parcels located in the City, generally bounded by NE 11

thStreet on

the North, NE 6th

Street on the South, NE 2nd

Avenue on the East, and North Miami Avenue on

the West, (MWC District) to SD-16.3 (Existing Zoning) through Ordinance No. 13039, acopy of which is attached as Exhibit A(Rezoning);

WHEREAS, on or about November 3, 2009, the Developer and the City entered into thatcertain Development Agreement between the Parties (Initial Agreement), which was approved

by the Commission on or about November 13, 2008 through Resolution No. 08-0658, a copy of

which is attached as Exhibit B(collectively, Approval Resolution);


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WHEREAS, on or about May 20, 2010, the City adopted a new zoning ordinance

commonly referred to as Miami 21, to which the Existing Zoning was incorporated as

Appendix D;

WHEREAS, consistent with the Approval Resolution and the Rezoning, the City

remains committed to facilitating the (re)development of the MWC District with a large-scale

urban infill development to be completed in one or more phases, which development shallinclude multiple public open spaces, enhanced pedestrian and vehicular circulation areas, and

enhanced access to mass transit facilities;

WHEREAS, since the time the Commission unanimously adopted the ApprovalResolution and the Rezoning, certain modifications and refinements to the master site plan and

development program for the Miami WorldCenter Mixed-Used Project (Project) have been

made (collectively, Refinements);

WHEREAS, the Developer contemplates that the Project, consistent with the

Refinements, will be developed substantially consistent with the Conceptual Site Plan attached

as Exhibit C(Site Plan);

WHEREAS, a significant amount of public open space is being proposed by theDeveloper in order to distinguish elements and components of the Project and substantially

increase the amount of public open space in the Citys downtown core, to the benefit of the City;

WHEREAS, in order for the Developer to pursue approval of the Site Plan for the

Project, the Refinements must be approved by the Commission, which approval requires the City

to amend and restate the Initial Agreement, and modify the Regulations and DevelopmentStandards as found in Appendix D for the MWC District. The modified and amended

Regulations and Development Standards are attached as Exhibit D (Development

Standards). This Amended Agreement and the Development Standards are herein collectively

referred to as the MWC District Regulations;

WHEREAS, upon approval by the Commission of the MWC District Regulations,including all attachments and exhibits, the Developer intends to pursue approval of a Site Plan in

accordance with the Development Standards;

WHEREAS, the Developer holds fee simple title to that certain assemblage of real

property located in the MWC District, legal descriptions of which are attached as Exhibit E

(collectively, Property);

WHEREAS, the Property is located within the Southeast Overtown Park West

Development of Regional Impact (SEOPW DRI) and the Southeast Overtown Park WestCommunity Redevelopment Area (CRA);

WHEREAS, at the time the Approval Resolution and the Rezoning were approved, the

SEOPW DRI had insufficient Development Capacity (Capacity) to accommodate the Project;

WHEREAS, on or about September 26, 2013, the SEOPW DRI was modified to include

additional Capacity to accommodate the Project, consistent with the Site Plan;


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WHEREAS, on or about January 21, 2014, the State of Florida, specifically the

Department of Economic Opportunity (DEO), confirmed that Increment III was in full force

and effect;

WHEREAS, the lack of certainty with respect to the approval of a development of a size,

scale, and intensity similar to the Project can create a waste of economic and real property

resources, discourage capital improvement planning and financing, escalate the cost ofconstruction, and undermine private sector commitment to large-scale urban infill

(re)development;

WHEREAS, assurances to a developer that it can proceed in accordance with existinglaws and policies, subject to the conditions of a negotiated development agreement, strengthens

economic confidence in the public planning process, encourages sound capital improvement

planning and financing, assists in promoting the availability of adequate capital facilities for

development projects, encourages private sector participation in comprehensive planning, andcreates economic efficiencies with respect to development costs;

WHEREAS, pursuant to Resolution No. ______ adopted on or about September 29,2014, the Commission authorized the City Manager to execute this Amended Agreement on

behalf of the City, containing the terms, conditions and obligations set forth below;

WHEREAS, the Managing Members or Boards of Directors of the Developer, including

their parent or controlling entities, have authorized the Developer to execute this AmendedAgreement containing the terms, conditions, and obligations set forth below;

WHEREAS, the Parties mutually desire for the Property to be developed as shown onthe Site Plan attached as Exhibit C and in accordance with the Development Standards

attached as Exhibit D, and also consistent with the terms, conditions, and mutual obligations

contained in this Amended Agreement;

NOW, THEREFORE, in consideration of the mutual covenants, obligations, and

conditions hereinafter contained, the Parties mutually agree and bind themselves as detailedbelow:

The above recitals are true and correct and are incorporated into and made a part of thisAmended Agreement by reference. Additionally, all attached exhibits shall be deemed adopted

and incorporated into this Amended Agreement; provided, however, that the terms of this

Amended Agreement shall be deemed to control in the event of a conflict between the exhibitsand this Amended Agreement. This Amended Agreement and all Exhibits attached hereto shall

amend, restate, replace, correct, and supersede the Initial Agreement together with the Exhibits

attached thereto. In the event of a conflict between this Amended Agreement and theDevelopment Standards, the Development Standards shall control.

Section 1. Purpose and Intent of Amended Agreement.

(a) The Developer and the City intend for this Amended Agreement to be

construed and implemented so as to effectuate the purpose of thisAmended Agreement and the purpose and intent of the Florida Local


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Government Development Agreement Act, Sections 163.3220 - 163.3243,

Florida Statutes (2013).

(b) This Amended Agreement will establish certain conditions which will

result in the Developer providing Public Open Spaces (as hereinafter

referenced) to the City, and to establish, as of the Effective Date (as

hereinafter defined), the development regulations which will governdevelopment of the Project throughout the term of this Amended

Agreement. This Amended Agreement will provide the Parties withcertainty during the development process.

Section 2. Mutual Consideration. The Parties agree that the consideration and

obligations recited and provided for under this Amended Agreement collectively constitute

substantial benefits to both Parties and are, therefore, adequate consideration for this Amended

Agreement. This covenant shall be binding upon, and inure to, the benefit of the Parties,including their successors, assigns, heirs, legal representatives, and personal representatives.

This provision shall survive the termination of this Amended Agreement.

Section 3. Construction of Amended Agreement.

For all purposes of this Amended Agreement, unless otherwise expressly provided:

(a) A defined term has the meaning assigned to it;

(b) The singular shall include the plural, and words or terms in plural shallinclude the singular;

(c) A pronoun in one gender includes and applies to other genders as well;

(d)

The terms hereunder, herein, hereof, hereto, and such similar termsshall refer to this Amended Agreement;

(e) The Parties agree that this Amended Agreement shall not be more or lessstrictly construed against either; it being the intent of the Parties that the

City and the Developer, including their agents and attorneys, have

participated equally in the drafting of this Amended Agreement.

Section 4. Definitions.

Amended Agreement means this Amended and Restated Development Agreement

between the City and the Developer.

Citymeans the City of Miami, a municipal corporation and a political subdivision of

the State of Florida, together with all departments, agencies, and instrumentalities subject to thejurisdiction thereof.

Comprehensive Planmeans the comprehensive plan adopted by the City pursuant to

Chapter 163, Florida Statutes (2013), meeting the requirements of Section 163.3177, Florida


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Statutes (2013), Section 163.3178, Florida Statutes (2013), and Section 163.3221(2), Florida

Statutes (2013), which is in effect as of the Effective Date.

Countymeans Miami-Dade County, a political subdivision of the State of Florida.

Effective Date means the date of recordation of the executed version of this

Agreement.

Property Interestmeans any interest or rights in real property or appurtenances of the

Property, including but not limited to, fee simple, leasehold, condominium, transferabledevelopment rights or air rights, easements, and licenses, however acquired, including any

interests or rights in real property acquired through foreclosure, deed in lieu of foreclosure, or

any other realization on a security interest in real property. Without limiting the foregoing, a

Community Development District or a master property owners association with appropriateauthority relating to one (1) or more of the properties comprising the Property shall be deemed to

hold a Property Interest.

Public Facilitiesmeans major capital improvements intended to be owned by the City

or a governmental agency, including but not limited to, transportation, sanitary sewer, solid

waste, drainage, potable water, educational, parks and recreational, streets, parking, and healthsystems and facilities.

Section 5. Term and Effective Date. This Amended Agreement shall have a term ofThirty (30) years beginning on the Effective Date. The term of this Amended Agreement may be

extended for successive Thirty (30) year periods by mutual consent of the City and the

Developer pursuant to Section 163.3229, Florida Statutes (2013), unless modified or terminatedby a written instrument executed by the Developer, including successors or assigns of the

Developer which own the Property or any portion thereof, which instrument has been approved

by the Commission after two (2) public hearings or any other legally required authority. This

Amended Agreement shall become effective on the Effective Date and shall constitute acovenant running with the land.

Section 6. Permitted Development Uses and Building Intensities.

(a) MWC District Designation. The City has designated the area generallybound by NE 11

thStreet on the North, NE 6

thStreet on the South, NE 2

nd

Avenue on the East, and North Miami Avenue on the West as SD-16.3 on

the official zoning atlas of the City. As part of the Rezoning, the Citypreviously confirmed that the uses, intensities, and densities proposed for

development within the Project are consistent with the uses, intensities,

and densities permitted in the Development Standards.

(b) Density, Intensity, Uses, and Building Heights.

(1) As of the Effective Date and pursuant to the MWC District

Regulations, the density permitted on the Property is Five

Hundred (500) units per acre. The development intensitypermitted on the Property has a base Floor Lot Ration


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(FLR)of 18. Any intensity above FLR of 18 is subject to

participation in or compliance with the Public Benefits

requirements contained in Article 3, Section 3.14 of Miami21. The net lot area of all land owned by the Developer,

located in the MWC District, prior to dedications is 23 +/-

acres, or 1,001,880 +/- square feet.

(2) Non-residential uses permitted on the Property include, but

are not limited to the following: office, hotel, retail,restaurant, entertainment, convention space, academic

space, vocational or similar educational space, one or more

culinary schools including training and ancillary facilities,art galleries and studios, and any other uses permitted under

the MWC District Regulations and Miami 21.

(3) The height for any development on the Properties shall be

regulated by the MWC District Regulations and the

Comprehensive Plan.

(4) Nothing herein shall prohibit an increase in the density or

intensity to the level of development permitted on theProperty in a manner consistent with (a) the MWC District

Regulations, and the Comprehensive Plan, (b) any zoning

change subsequently approved by the City Commission inaccordance with applicable provisions of law, or (c) any

change to the Regulations, the Citys zoning atlas, or future

amendments to Miami 21.

Section 7. Construction of Encroachments within City Owned Public Rights-of-Way.

The City finds that the construction of encroachments in and above the public rights-of-way will

not unduly restrict the use of such public rights-of-way and is a necessary and essential elementin the future construction of pedestrian walkways or commercial uses above such public rights-

of-way. The adoption of this Amended Agreement shall serve to satisfy the requirements set

forth in Section 55-14(b) of the Citys Code of Ordinances (Code). Notwithstanding therequirements of Section 55-14(c) of the Code, the City agrees to waive any and all claims to

payment of a user fee in connection with the construction of the aforementioned encroachments

into and above the public rights-of-way. In consideration for authorizing the future constructionof the aforementioned encroachments, the Developer further covenants to:

(a) Maintain any above-grade pedestrian walkways or similar above-grade

spaces and below-grade vehicular underpasses in accordance with theFlorida Building Code, the City Charter, the City Code, and any other

applicable federal, state, or local statutes, laws, rules, orders, or

regulations.

(b) Provide an insurance policy, in an amount reasonably determined by theCitys Risk Management Department, naming the City as an additional

insured for public liability and property damage. The insurance shall


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remain in effect for as long as the encroachment(s) exist in the public

rights-of-way. Should the Developer or the Developers successors fail to

continue to provide the insurance coverage, the City shall have the right tosecure a replacement insurance policy in its name and place a special

assessment lien against the specific parcel or parcels subject to this

Amended Agreement, for which such insurance has lapsed or expired, for

the total cost of the premium.

(c) The Developer shall hold harmless and indemnify the City, its officials,and its employees from any claims for damage or loss to property and

injury to persons of any nature whatsoever arising out of the use,

construction, maintenance, or removal of the pedestrian walkways andvehicular underpasses and from and against any claims which may arise

out of the granting of permission for the encroachment(s) or any activity

performed under the terms of this Amended Agreement, except in any

event for any claims for damages or loss to property and injury to personscaused by the City or its officials.

Within the MWC District, there are certain rights-of-way, including portions of NE 2nd

Avenue, NE 1

stAvenue, and North Miami Avenue, which are owned and maintained by

the County. Notwithstanding the foregoing, nothing contained in this Amended

Agreement shall be construed or interpreted to grant the Developer approval(s) toencroach over any rights-of-way not owned by the City.

Section 8. Signs.

(a) The Project may require a Master Sign Package or a Special Sign Package(collectively, Sign Package) to accomplish the following goals: (i)

moving pedestrians and vehicle traffic throughout the MWC District

safely and efficiently and (ii) properly identifying the MWC District, the

Project and various tenants, events, and components within the Project,including, but not limited to, residents, guests, visitors, and motorists

along surrounding thoroughfares.

(b) The Sign Package will include, but is not limited to, the following sign

types: (i) directional signs; (ii) ground signs; (iii) wall signs; (iv)monument signs; (v) way-finding signs; (vi) tower signs; and (vii) on-site

commercial signs, defined as Class C Signs in the Code and Miami 21,

some or all of which may incorporate LCD, LED, or similar electronic

technology consistent with the Development Standards.

(c) The Sign Package shall apply to signage visible from public rights-of-way

but the Sign Package shall not apply to or include signs internal to theProject.

(d) Signs of any type or size may be approved as provided for in the

Development Standards.


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(e) All signs within the MWC District shall be subject to the requirements of

applicable federal, state, or local rules, orders, regulations, laws, statutes,

or ordinances.

Section 9. Landscape Program. Due to the Projects unique location within the

Citys Urban Core, it may be infeasible for one or more phases of the Project to comp ly with the

landscape standards contained in Article IX of Miami 21 and Chapter 17 of the Code(Landscape Standards) at the time a site plan is filed for such phase or phases. In order to

facilitate development in the MWC District, each phase of the Project must achieve a minimumof sixty percent (60%) compliance with the Landscape Standards prior to the issuance of a

Building Permit (Permit) for a phase or single use building. Within three (3) years after the

issuance of said Permit, any phase or phases not complying one hundred percent (100%) with theLandscape Standards shall achieve one hundred percent (100%) compliance through either

offsite planting, mitigation measures approved in the Code, or a combination of approved

compliance measures.

Section 10. Project Approval. This Amended Agreement, together with the

Development Standards, shall establish the process(es) and criteria upon which the Project andthe Property shall be developed going forward.

Section 11. Public Facilities. On or before One Hundred Eighty (180) days after theEffective Date, the Developer, together with the City and the County, as applicable, will

complete an analysis of the Public Facilities available to serve the Project. In the event that the

MWC District Regulations or the Comprehensive Plan requires the Developer to provideadditional Public Facilities to accommodate the Project, the Developer will provide such Public

Facilities consistent with the timing requirements of Section 163.3180(2), Florida Statutes

(2013), or as otherwise required by a DRI development order or Chapter 13 of the Code, as may

be amended from time to time.

Section 12.

Reservation or Dedication of Land.

(a) The Developer shall not be required to dedicate or reserve any land within

the Property.

(b) The Developer agrees to create within the Project: (i) one (1) public openspace containing a minimum of 20,000 contiguous square feet; (ii) one (1)

public open space containing a minimum of 14,000 contiguous square

feet, (collectively, Public Open Spaces); and (iii) sidewalks designedto

accommodate increased pedestrian activity that will include shopping,entertainment, and outdoor seating, all as generally labeled on the

Regulating Plan contained in the Development Standards (RegulatingPlan) attached as Exhibit D.

(c) The Developer will retain ownership of the Public Open Spaces but shall

grant the City a non-exclusive easement allowing public access to thePublic Open Spaces (Public Open Spaces Easement). The Developer

and the City further agree to execute an Open Spaces Easement and

Maintenance Agreement (Easement Agreement), a copy of which is


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included as Exhibit F, to assign their respective responsibilities and

obligations with respect to the future construction, maintenance, and

operation of the Public Open Spaces. The Public Open Spaces Easementand the Easement Agreement shall be in a form acceptable to the City

Attorney.

(d)

The City and the Developer agree to execute and record the Public OpenSpaces Easement and the Easement Agreement prior to the City issuing

One (1) or more master building permits authorizing the construction ofOne (1) or more buildings and structures that singularly or cumulatively

exceed the Four (4) million square foot threshold with respect to the

overall level of authorized development (i.e., FLR) on the Property.

(e) The general location and dimensions of the Public Open Spaces shall be

substantially in accordance with the Regulating Plan, or as otherwisemutually agreed by the Developer and the City. The specific location and

dimensions of the Public Open Spaces will be determined in the Public

Open Spaces Easement. The conceptual design of the Public Open Spacesis included as sheets ___ through ____ of the Development Standards.

(f) The Developer shall retain the exclusive right to design, landscape, anddetermine the programming for the Public Open Spaces, subject to

approval by the Planning Director, or his or her designee, which approval

shall not be unreasonably withheld, delayed, or conditioned.

(g) From time to time, the Developer may sponsor or similarly partner with

organizations to hold temporary events in the MWC District, including inand around the Public Open Spaces. In advance of a temporary event, the

Developer shall submit an application to the City consistent with the

requirements contained in Chapter 62 of the Code to obtain the necessary

permits and approvals.

Section 13. Retail Specialty Center Designation and Entertainment Specialty District.Pursuant to Chapter 4 of the Code, each block of the MWC District is designated as a retail

specialty center and each block is designated as an entertainment specialty district.

Any establishments located within the MWC District shall be entitled to the benefits afforded to

establishments in retail specialty centers, as codified by Chapter 4 of the Code. Notwithstanding

the requirements of Section 4-3.2 of the Code, the approval of the Planning, Zoning and AppealsBoard (PZAB) and the Commission shall not be required for bars (including taverns, pubs, and

lounges), nightclubs, and supper clubs as principal uses proposed to be located within the MWCDistrict.

The maximum number of establishments selling alcoholic beverages permitted within the MWC

District retail specialty centers shall not exceed five (5) per block as currently configured anddepicted on the Regulating Plan, exclusive of any bona fide, licensed restaurants where the sale

of alcoholic beverages is entirely incidental to and in conjunction with the principal sale of food


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(e.g. bona fide, licensed restaurants with a 2-COP, 2-COP SRX, 4-COP, 4-COP SRX or

equivalent license).

The number of approved establishments may exceed five (5) in any given block in the event the

number of approved and allowed establishments is decreased by an equivalent amount in the

remaining blocks. The total number of approved establishments shall not exceed twenty-five

(25) for the entire MWC District as described in the Development Standards. The number ofapproved establishments may be increased by amendment to this Amended Agreement by the

Commission and after two (2) public hearings.

Section 14. Job Creation. The Developer shall consult with local and/or stateeconomic development entities regarding job training and job placement services to City

residents seeking employment opportunities with potential employers which will locate or

establish businesses within the Project.

(a) Construction Employment. The Developer shall work with the City in the

following areas:

(1)

Job Sourcing. The Developer shall require their general

contractor(s) to use best efforts to work with the CitysMiami Works Initiative or similar program to source job

opportunities for both skilled and unskilled laborers

seeking employment opportunities within the constructionindustry.

(2) Community Business Enterprise (CBE) Participation.The Developer shall require their general contractor(s) to

use best efforts to award a minimum of twenty percent

(20%) of the direct construction contract costs to

subcontractors whose firms are certified by the County asCBEs.

(3) Local Workforce Participation. The Developer shall

require their general contractor(s) to use best efforts to

employ a minimum of twenty percent (20%) of on-sitelabor from persons residing within the municipal

boundaries of the City.

(b) Restaurant and Retail Employment. The Developer anticipates that a

significant number of new employment opportunities in the culinary and

retail sectors will be generated within the MWC District. The Developershall use best efforts to work with Miami Dade College, through itsculinary and retail institutes, or with similar institutions or organizations,

in consultation with the City, to place qualified graduates of such

programs in employment opportunities within the MWC District.

(c) Hospitality Employment. The Developer anticipates that a number of newjob opportunities in the hospitality sector will be generated within the


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MWC District. The Developer shall use best efforts to work with Miami

Dade College, through its hospitality institute, or with similar institutions

and organizations, in consultation with the City, to place qualifiedgraduates of the hospitality institute in employment opportunities within

the MWC District.

Section 15.

Local Development Permits.

(a) The Developer intends to develop the Property consistent with the MWC

District Regulations and this Amended Agreement. The Project may

require additional permits or approvals from the City, County, State, orFederal government, including their respective internal agencies. Subject

to the required legal processes and approvals, the City shall make a good

faith effort to take all necessary and reasonable steps to cooperate with and

expedite the issuance of all such approvals and permits. Such approvalsinclude, but are not limited to:

(1)

Waiver(s), Warrant(s), Exception(s), or Variances;

(2) Subdivision plat approvals;

(3) Street Vacations and Closures;

(4) Covenant in Lieu (Covenant)of Unity of Title or Unity

of Title (Unity) acceptance or the release of existingCovenants or Unities;

(5) Water and Sanitary Sewage Agreement(s);

(6)

Drainage Permits;

(7) Temporary Use Permits;

(8) Tree Removal Permits;

(9) Demolition Permits;

(10) Environmental Resource Permits;

(11) Building Permits;

(12)

Certificates of Use;

(13) Certificates of Occupancy;

(14) Stormwater Permits;

(15) Miami-Dade Transit approvals;


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(16) Federal Aviation Administration determination(s) and

approval(s);

(17) Development of Regional Impact approval, modification,

or exemption; and

(18)

Any other official action of the City or other governmentagency having the effect of permitting development of theProperties.

(b)

Notwithstanding any future modifications to Miami 21 after the Effective

Date regarding site plan approval procedures or substantive requirements,

authority to approve any site plan for all or a portion of the Project within

the Property shall be vested in the City Manager, or his or her designee.Any site plan shall be approved if it complies with the intent or the

minimum requirements and criteria of the MWC District Regulations, the

Comprehensive Plan, and the terms of this Amended Agreement, together

with the Development Standards.

Section 16. Consistency with Existing Zoning and Comprehensive Plan. The City re-confirms that the Development Standards are in conformity with the MWC District Regulations

and the Comprehensive Plan.

Section 17. Compliance with Local Regulations Relative to Development Permits.

The Developer and the City agree that the failure of this Amended Agreement to address a

particular permit, condition, fee, term, license, or restriction in effect on the Effective Date shallnot relieve the Developer of the necessity of complying with the regulations governing said

permitting requirements, conditions, fees, terms, licenses, or restrictions as long as compliance

with said regulation and requirements does not require or otherwise permit the Developer to

develop the Property in a manner inconsistent with the MWC District Regulations, theComprehensive Plan, or this Amended Agreement.

Section 18. Development of Regional Impact.

(a) The City and the Developer agree that as of the Effective Date, sufficientcapacity remains under the SEOPW DRI to accommodate the Project and

that the Developer has reserved the capacity necessary to develop the

Project.

(b) The City agrees that any SEOPW DRI Development order which the City

adopts after the Effective Date and which applies to the Property will (i)be consistent with this Amended Agreement and the Development

Standards and (ii) include a Use/Intensity conversion table to allow for a

reasonable level of flexibility with respect to the mix and intensity of usesin order to respond to changing market conditions.

(c) The City agrees that if the CRA decides to abandon, terminate, rescind, orotherwise render ineffective the SEOPW DRI Development Order, the


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Developer shall no longer be responsible for payment of SEOPW DRI

fees. Further, if the CRA decides to abandon, terminate, rescind, or

otherwise render ineffective the SEOPW DRI Development Order, theCity agrees to refund any payment of SEOPW DRI fees made by the

Developer within twenty four (24) months of the decision to abandon,

terminate, rescind, or otherwise render ineffective the SEOPW DRI

Development Order.

Section 19. Reservation of Development Rights.

(a) For the term of this Amended Agreement, the City hereby agrees that itshall permit the development of the Property in accordance with the MWC

District Regulations, the Comprehensive Plan, and this Amended

Agreement.

(b) Nothing herein shall prohibit an increase in the density or intensity of

development permitted on the Property in a manner consistent with (i) the

MWC District Regulations and the Comprehensive Plan, (ii) any zoningchange subsequently requested or initiated by the Developer or a future

owner of property within the MWC District in accordance with applicable

law, or (iii) any future zoning change enacted by the City.

(c) The expiration or termination of this Amended Agreement shall not beconsidered a waiver of, or limitation upon, the rights, including but not

limited to, claims of vested rights or equitable estoppel, obtained or held

by the Developer or its successors or assigns to continue development of

the Property in conformity with the MWC District Regulations, and allprior and subsequent development permits or development orders

approved by the City.

(d) For the term of this Amended Agreement, the City agrees that the level of

development proposed by MWC is reserved and is vested consistent with

Section 163.3167(5) of Florida Statutes (2013), upon the issuance of one(1) or more building permits, foundation permits, or phased permits by the

City.

Section 20. Prohibition on Downzoning.

(a) The Comprehensive Plan, this Amended Agreement, and the Development

Standards shall govern development of the MWC District for the duration

of the Amended Agreement, including extensions thereof. The Cityslaws and policies adopted after the Effective Date may be applied to theMWC District only if the determinations required by Section 163.3233(2),

Florida Statutes (2013) have been made after 30 days written notice to the

Developer and after a public hearing by the Commission.

(b) Pursuant to Section 163.3233(3), Florida Statutes (2013), this prohibitionon downzoning supplements, rather than supplants, any rights that may


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vest to the Developer under Florida or Federal law. As a result, the

Developer may challenge any subsequently adopted changes to land

development regulations based on (i) common law principles including,but not limited to, equitable estoppel and vested rights, or (ii) statutory

rights which may accrue by virtue of Chapter 70, Florida Statutes (2013).

Section 21.

Emergency Management Plan. Prior to the issuance of a Certificate ofOccupancy, Temporary Certificate of Occupancy (TCO), or the equivalent for the first new

single-use building in the MWC District, the Developer shall submit to the City a copy of anEmergency Management Plan (Emergency Plan) detailing how the safety of people and

property shall be accounted for and maintained in the event of a natural disaster, fire, act of God,

or other similar event. The Emergency Plan shall detail vehicle and pedestrian circulation,security systems, and other preventative and protective measures readily available in the MWC

District. The Developer, or its successors, heirs, or permitted assigns, shall provide an updated

copy of the Emergency Plan prior to the issuance of a TCO or equivalent for each new single-use

building in the future.

Section 22.

Archaeological. Due to the Projects proximity to various ArchaeologicalConservation Areas, the Developer shall obtain a Certificate to Dig prior to any grounddisturbing activities, pursuant to Chapter 23 of the Code.

Section 23. Streetcar. The Developer acknowledges that the City is currently planning

to construct a light rail transit system commonly referred to as the streetcar, which may traverse

or abut the MWC District. The Developer agrees to cooperate with the City so that any portionof the streetcar route which runs through, or adjacent to, the MWC District can be

accommodated within the dedicated public rights-of-way. The Developer is not required to

dedicate additional land from within the MWC District to the City for the construction of the

streetcar route.

Section 24.

Formation of Community Development District. In the event the creation

of a Community Development District (CDD) is approved for the Project, the CDD mayassume the Developers responsibility under this Amended Agreement without the Citys

approval (Assumption). Notice of the Assumption, including copies of executed documents

memorializing the Assumption, shall be provided to the City as detailed in this AmendedAgreement.

Section 25. Compliance Review.

(a) The Developer shall notify the City of the Deve lopers compliance withthe terms of this Amended Agreement, in writing, every twelve (12)

months, commencing twelve (12) months after the Effective Date andending upon the expiration of this Amended Agreement, as may be

extended herein. Upon receipt of written confirmation from the Developerof the Developers compliance with the terms of this Amended Agreement

(Compliance Confirmation), the City shall conduct an independent

compliance review and shall confirm the Developers compliance with theterms, conditions, and regulations in this Amended Agreement.


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Page 15of 21MIA 183700945v12

(b) Any additional information required of the Developer shall be limited to

that necessary to determine the extent to which the Developer is

proceeding in good faith to comply with the terms of this AmendedAgreement.

(c) Subject to the terms and provisions of Section 33(d) of this Amended

Agreement, if the City finds on the basis of competent substantialevidence that the Developer intentionally failed to substantially comply

with the terms, obligations, or conditions of this Amended Agreement, theCity may terminate or amend this Amended Agreement after providing

Thirty (30) days written notice to the Developer unless cured by the

Developer prior to the expiration of such Thirty (30) day period; provided,however, that if such failure cannot reasonably be cured within Thirty (30)

days, the Developer shall not be in default if it commences to cure such

breach within such Thirty (30) day period and diligently pursues the cure

to completion. Any termination or modification of this AmendedAgreement shall not become effective until the Commission approves

same after holding Two (2) duly noticed public hearings.

Section 26. Notices.

(a) All notices, demands, or requests given under this Amended Agreement

shall, except as otherwise expressly provided, be in writing and delivered

by personal service or sent by United States Registered or Certified Mail,return receipt requested, postage prepaid, or by overnight express delivery,

such as Federal Express, to the Parties at the addresses listed below. Any

notice given pursuant to this Amended Agreement shall be deemed given

when received. Any actions required to be taken hereunder which fall on

Saturday, Sunday, or United States legal holidays shall be deemed to beperformed timely when taken on the succeeding day thereafter which shall

not be a Saturday, Sunday, or legal holiday.

To the City:

City ManagerCity of Miami

3500 Pan American Drive

Miami, FL 33133

With a copy to:

City Attorney

Miami Riverside Center444 SW 2

ndAvenue

9th

Floor

Miami, FL 33130

With a copy to:

Planning & Zoning Department

Miami Riverside Center


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Page 16of 21MIA 183700945v12

444 SW 2n

Avenue

3rd

Floor

Miami, FL 33130

To the Developer:

Managing Member

Miami Worldcenter LLC1010 NE 2

ndAvenue

Miami, FL 33132

With a copy to:

Greenberg Traurig, P.A.

Attn: Ryan D. Bailine, Esq.333 SE 2

ndAvenue

Suite 4400

Miami, FL 33131

and

Greenberg Traurig, P.A.Attn: Iris Escarra, Esq.

333 SE 2nd Avenue

Suite 4400

Miami, FL 33131

To the SEOPW CRA as courtesy notice:

Executive DirectorSEOPW CRA

1490 NW 3rd AvenueSuite 105

Miami, FL33136

(b) Any Party to this Amended Agreement may change its notification

address(es) by providing written notification to the remaining Partiespursuant to the terms and conditions of this section.

Section 27. Exclusive Venue, Choice of Law, Specific Performance. It is mutually

understood and agreed by the Parties hereto, that this Amended Agreement shall be governed by

the laws of the State of Florida, and any applicable federal law, both as to interpretation and

performance, and that any action at law, suit in equity, or judicial proceedings for theenforcement of this Amended Agreement or any provision hereof shall be instituted only in the

courts of the State of Florida or federal courts and venue for any such actions shall lie

exclusively in a court of competent jurisdiction in the County. In addition to any other legal

rights, the City and the Developer shall each have the right to seek specific performance of thisAmended Agreement. Each party shall bear its own attorneys fees. Each party waives any

defense, whether asserted by motion or pleading, that the aforementioned courts are an improper

or inconvenient venue. Moreover, the Parties consent to the personal jurisdiction of the


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Page 17of 21MIA 183700945v12

aforementioned courts and irrevocably waive any objections to said jurisdiction. The Parties

irrevocably waive any rights to a jury trial.

Section 28. No Oral Change or Termination. This Amended Agreement and the

exhibits and attachments constitute the entire agreement between the Parties with respect to the

Project. This Amended Agreement supersedes any prior agreements or understandings between

the Parties with respect to the subject matter hereof, including, but not limited to, the InitialAgreement, and no change, modification, or discharge hereof in whole or in part shall be

effective unless such change, modification, or discharge is in writing and signed by the partyagainst whom enforcement of the change, modification, or discharge is sought and after two (2)

hearings before the Commission. This Amended Agreement cannot be changed or terminated

orally.

Section 29. Compliance with Applicable Law. Subject to the terms and conditions of

this Amended Agreement, throughout the term of this Amended Agreement, the Developer andCity shall comply with all applicable federal, state, and local laws, rules, regulations, codes,

ordinances, resolutions, administrative orders, permits, policies and procedures, and orders that

govern or relate to the respective Parties obligations and performance under this AmendedAgreement, all as they may be amended from time to time.

Section 30. Representations; Representatives. Each party represents to the others thatthis Amended Agreement has been duly authorized, delivered, and executed by such party and

constitutes the legal, valid, and binding obligation of such party, enforceable in accordance with

its terms.

Section 31. No Exclusive Remedies. No remedy or election given by any provision in

this Amended Agreement shall be deemed exclusive unless expressly so indicated. Whereverpossible, the remedies granted hereunder upon a default of the other party shall be cumulative

and in addition to all other remedies at law or equity arising from such event of default (other

than any remedy which may be available at law or in equity which permits the termination of this

Agreement), except where otherwise expressly provided.

Section 32. Failure to Exercise Rights not a Waiver; Waiver Provisions. The failureby either party to promptly exercise any right arising hereunder shall not constitute a waiver of

such right unless otherwise expressly provided herein. No waiver or breach of any provision of

this Amended Agreement shall constitute a waiver of any subsequent breach of the same or anyother provision hereof, and no waiver shall be effective unless made in writing.

Section 33. Events of Default.

(a)

The Developer shall be in default under this Amended Agreement if anyof the following events occur and continue beyond the applicable graceperiod or notice and cure period provided herein: the Developer fails to

perform or breaches any term, covenant, or condition of this Amended

Agreement which is not cured within Thirty (30) days after receipt ofwritten notice from the City specifying the nature of such breach;

provided, however, that if such breach cannot reasonably be cured within

Thirty (30) days, the Developer shall not be in default if it commences to


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Page 18of 21MIA 183700945v12

cure such breach within said Thirty (30) day period and diligently

prosecutes the cure to completion.

(b) The City shall be in default under this Amended Agreement if the City

fails to perform or breaches any term, covenant, or condition of this

Amended Agreement and such failure is not cured within Thirty (30) days

after receipt of written notice from the Developer specifying the nature ofsuch breach; provided, however, that if such breach cannot reasonably be

cured within Thirty (30) days, the City shall not be in default if itcommences to cure such breach within said Thirty (30) day period and

diligently prosecutes the cure to completion.

(c) It shall not be a default under this Amended Agreement if any Party is

declared bankrupt by a court of competent jurisdiction. All rights and

obligations in this Amended Agreement shall survive such bankruptcy ofany Party. The Parties hereby forfeit their right(s) to terminate this

Amended Agreement upon the bankruptcy of any other Party. This

section does not absolve the Developer of any of its obligations pursuantto the Code should it declare bankruptcy, including but not limited to,ensuring that all construction sites, buildings structures, and excavation

sites are safe.

(d) A default by MWCs successor(s) or assignee(s) of any portion of this

Amended Agreement shall not be deemed to be a breach by MWC nor anyother successor or assignee of MWC of any portion of their respective

rights, duties, and obligations under this Amended Agreement. A default

by MWC under this Amended Agreement shall not be deemed to be a

breach by any successor(s) or assignee(s) of MWC of its rights, duties, or

obligations under this Amended Agreement. For purposes of clarity, theDeveloper intends for the Project to be developed by multiple parties in

multiple phases over the next several years. Any actual or alleged defaultby the developer of a portion(s) or phase(s) of the Project, including, but

not limited to, the Developer, shall not cause, nor be treated, deemed, or

construed as a default by another developer with respect to any other

portion(s), phase(s) or component(s) of the Project.

Section 34. Remedies Upon Default.

(a) Except as otherwise provided under Section 25(c) and Section 41 of this

Amended Agreement, neither party may terminate this Amended

Agreement upon the default of the other party, but shall have all of theremedies enumerated herein.

(b) Upon the occurrence of a default by a party to this Amended Agreement,

including their successors and assigns, not cured within the applicable

notice, grace, or cure period as provided herein, as may be extended, theDeveloper and the City agree that any party may seek specific

performance of this Amended Agreement, and that electing to seek


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Page 19of 21MIA 183700945v12

specific performance shall not waive any right of such party to also seek

monetary damages or any other relief other than termination of this

Amended Agreement. In addition to any other remedies available to theCity under this Amended Agreement, in the event of default by the

Developer, or any successor(s) or assign(s), the City may withhold any

permits or other approval, but only against the defaulting party.

Section 35. Severability. If any term or provision of this Amended Agreement or the

application thereof to any person or circumstance shall, to any extent, hereafter be determined tobe invalid or unenforceable, the remainder of this Amended Agreement or the application of

such term or provision to persons or circumstances other than those as to which it is held invalid

or unenforceable shall not be affected thereby and shall continue in full force and effect.

Section 36. Assignment and Transfer. This Amended Agreement shall be binding on

the Developer and its heirs, successors and assigns, including the successor to or assignee of anyProperty Interest. The Developer, at its sole discretion, may assign, in whole or in part, this

Amended Agreement or any of its rights and obligations hereunder, or may extend the benefits of

this Amended Agreement, to any holder of a Property Interest without the prior written consentor any other approval of the City. The City shall be notified in writing within thirty (30) days ofany assignment or transfer.

Section 37. Obligations Surviving Termination Hereof. Notwithstanding and

prevailing over any contrary term or provision contained herein, in the event of any lawful

termination of this Amended Agreement, the following obligations shall survive suchtermination and continue in full force and effect until the expiration of a One (1) year term

following the earlier of the effective date of such termination or the expiration of the term: (i)

the exclusive venue and choice of law provisions contained herein; (ii) rights of any party arising

during or attributable to the period prior to expiration or earlier termination of this Amended

Agreement; and (iii) any other term or provision herein which expressly indicates either that itsurvives the termination or expiration hereof or is or may be applicable or effective beyond the

expiration or permitted early termination hereof.

Section 38. Lack of Agency Relationship. Nothing contained herein shall be

construed as establishing an agency relationship between the City and the Developer and neitherthe Developer nor its employees, agents, contractors, subsidiaries, divisions, affiliates, or guests

shall be deemed agents, instrumentalities, employees, or contractors of the City for any purpose

hereunder, and the City, its contractors, agents, and employees shall not be deemed contractors,agents, or employees of the Developer or its subsidiaries, divisions, or affiliates.

Section 39. Cooperation; Expedited Permitting; and Time is of the Essence.

(a) The Parties agree to cooperate with each other to the full extent practicable

pursuant to the terms and conditions of this Amended Agreement. TheParties agree that time is of the essence in all aspects of their respective

and mutual responsibilities pursuant to this Amended Agreement. The

City shall use its best efforts to expedite the permitting review andapproval process in an effort to assist the Developer in meeting its

demolition, development, and construction completion schedules. The


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Page 21of 21MIA 183700945v12

Section 45. Counterparts. This Amended Agreement may be executed in counterparts,

each of which shall constitute an original but all of which, when taken together, shall constitute

one and the same agreement.

Section 46. Recordation. A fully executed version of this Amended Agreement shall

be recorded in the public records of Miami-Dade County by the Developer, at the Developers

sole cost and expense, within Thirty (30) days after execution by all the Parties.

Section 47. Estoppel Certificate. Upon request by any party to this Amended

Agreement, the other party or its duly authorized representative will deliver to the requesting

party, within thirty (30) days after such request is made, a certificate in writing certifying (a) thatthis Amended Agreement is unmodified and in full force and effect (or if there have been any

modifications, a description of such modifications and that this Amended Agreement as modified

is in full force and effect); (b) that to the best knowledge of such party, the requesting party is

not, at that time, in default under any provision of this Amended Agreement, or, if in default, thenature thereof in detail; (c) to the best knowledge of such party, whether such party has a claim

against the other party under this Amended Agreement, and, if so, the nature thereof and the

dollar amount of such claim; and (d) such other matters as such requesting party or its lendermay reasonably request. Each party further agrees that such certificate shall be in a formreasonably acceptable to the City Attorney and may be relied upon by (i) any prospective

purchaser of the fee or mortgage or assignee of any mortgage on the fee of the Property or any

portion thereof and/or (ii) any prospective or existing lender of Developer as identified byDeveloper in its request therefor.

NOW, WHEREOF, the City and the Developer have caused this Amended Agreement to

be duly executed.

[Signatures Appear on the Following Pages]


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MIA 183700945v12

MIAMI WORLDCENTER HOLDINGS LLC,

a Delaware limited liability company

By: PWV Group 1 Holdings, LLC,a Delaware limited liability company

By:Name:

Title:

By: 701 North Miami (FL), LLC,


By:

Name:Title:

Miami First, LLC, a Delaware limited liability company

By:

Print Name

As: _______________________________

Miami Second, LLC, a Delaware limited liability company

By:

Print Name

As: _______________________________


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MIA 183700945v12

Miami Third, LLC, a Delaware limited liability company

By:

Print Name

As: _______________________________

Miami Fourth, LLC, a Florida limited liability company

By:

Print NameAs: _______________________________

Miami A/I, LLC, a Delaware limited liability company

By:

Print Name:

As:

STATE OF )

)

COUNTY OF )

I HEREBY CERTIFY that on this __ day of _________, 2014, personally appeared before me,

an officer duly authorized to administer oaths and take acknowledgements,

___________________, as ____________ of ________________________. They are

personally known to me or have produced ____________________ as identification.

________________________________

NOTARY PUBLIC

Print Name:

Commission No.

Commission Expires:

[SEAL]


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MIA 183700945v12

CITY OF MIAMI, FLORIDA

By:

Daniel J. Alfonso, City Manager

ATTEST:

By:

Todd B. Hannon, City Clerk

APPROVED AT TO FORM AND CORRECTNESS:

By:

Victoria Mndez, City Attorney


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City Commission First Reading Draft 08/28/2014 v12

Exhibit A

Rezoning Ordinance

Please refer to Legistar File No. 08-01015zc for a copy of Ordinance No. 13039. A copy shall be

inserted prior to full execution.


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Exhibit B

Approval Resolution

Please refer to Legistar File No. 08-01015da for a copy of Resolution No. 08-0658. A copy shall

be inserted prior to full execution.


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Exhibit C

Conceptual Site Plan


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DistrictBoundary

NE7thStreet

NE6thStreet

BiscanyneBoulevard

N.MiamiAve.

NE1stAvenue

NE2ndAvenue

NE8thStreet

NE9thStreet

AmericanAirlinesArena

N

APCenter

o

ftheAmericas

NE10thStreet

MuseumPark

NE11thStreet


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Exhibit D

Amended Miami Worldcenter Zoning Regulations and Development Standards

Please refer to Legistar File No. 08-01015zt1 for a copy of the Amended Miami Worldcenter

Zoning Regulations and Development Standards. The Development Agreement will be

considered by the City Commission as a companion item to the above-referenced file. A copy

shall be inserted prior to full execution.


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Exhibit E

Legal Description of the Property


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Exhibit F

Public Open Spaces Easement Agreement


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This instrument is prepared by (and after recording)please return this instrument to:

Iris Escarra, Esq.Greenberg Traurig333 Avenue of Americas44th Floor

Miami, FL 33131

Reserved for Recording

MIA 183590082v3

_____________________________________________________________________________

OPEN SPACE EASEMENT AND MAINTENANCE AGREEMENT

THIS OPEN SPACE EASEMENT AND MAINTENANCE AGREEMENT ("Easement

Agreement") is entered this ____ day of _____________ 2014, by and between MIAMI

WORLDCENTER GROUP, LLC., a Florida limited liability company (MWC) and theundersigned affiliates and subsidiaries of MWC (collectively the Developer), and the CITY OF

MIAMI, FLORIDA, a municipal corporation and a political subdivision of the State of Florida

(City, hereinafter the Developer and the City may be referred to as the Parties).

RECITALS

WHEREAS, the Developer holds fee simple title to that certain assemblage of realproperty located in the MWC District (collectively, Property), legal descriptions of which are

attached as Exhibit A.

WHEREAS, on or about November 3, 2009, the Developer and the City entered into that

certain Development Agreement between the Parties (Initial Agreement), which was approved

by the City Commission (Commission) on November 13, 2008 through Resolution No. 08 -

0658, (collectively the Approval Resolution);

WHEREAS, on or about _________________, 2014, the Developer and the City entered

into that certain Amended and Restated Development Agreement between the Parties, which was

approved by the Commission through Resolution No. __________ (Amended and Restated

Development Agreement);

WHEREAS, the Parties mutually desire for the Property to provide various types of openspace (collectively, Open Spaces) within the Project, and be substantially consistent with the

Conceptual Open Spaces Plan (Open Spaces Plan) attached as Exhibit B, and also consistent

with the terms, conditions and mutual obligations contained in the Initial Agreement and the

Amended and Restated Development Agreement; and

WHEREAS, the Developer will retain ownership of the Open Spaces but shall grant the

City a non-exclusive easement allowing public access to the Open Spaces as depicted in the OpenSpaces Plan attached as Exhibit B;


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Open Space EasementAnd Maintenance Agreement


2 of 8MIA 183590082v3

NOW, THEREFORE, in consideration of the mutual covenants, obligations and

conditions contained in this Easement Agreement, the Parties mutually agree and bind themselves

as detailed below:

1.

Recitals. The foregoing recitals are true and correct and are incorporated as if setforth herein.

2. Purpose.

2. Open Space. The Developer agrees to designate the following Open Spaces

within the Property:

(i) One (1) public Open Space containing a minimum of 20,000 contiguous squarefeet, as shown on Exhibit B;

(ii) One (1) public Open Space containing a minimum of 14,000 contiguous squarefeet, as shown on Exhibit B; and

(iii) Sidewalks and similar pedestrian passageways designed to encourage

increased pedestrian activity including shopping, entertainment and outdoor

seating, in the general areas conceptually identified on the Regulating Plan

attached to this Easement Agreement as Exhibit C.

3. Open Space Maintenance, Operation and Liability Agreement.The Developer,including successors and assigns of the Developer, shall be responsible for maintaining, repairing,

and all associated upkeep of the Open Spaces (including all improvements or similar structures

which may be constructed or located thereon from time to time) in a safe manner, in compliance

with applicable laws and building regulations, and in a manner which does not otherwise impedethe exercise of the easement rights in this Easement Agreement.

4. Term of Easements. The easement(s) over the Open Spaces in favor of the City

and the public granted in this Easement Agreement shall commence on the date of recordation in

the Public Record of Miami-Dade County, Florida.

5. Construction and Development of Open Spaces. The Parties acknowledge that

as part of the process to develop the Property, access to the Open Spaces may be temporarily

impeded for purposes of constructing, maintaining, or repairing the Open Spaces. The Developerwill provide the City with a minimum of thirty (30) days advance written notice of any temporary

impediments to accessing the Open Spaces.

6. Compliance With Laws. The Developer shall at all times comply with allapplicable municipal, county, state and federal laws, ordinances, codes, statutes, rules and

regulations.


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3 of 8MIA 183590082v3

7. Miscellaneous.

a. Enforcement. The provisions of this Easement Agreement may be enforced by allavailable remedies at law or in equity (provided, however, that in no event shall any party have

the right to seek to terminate any of the easement rights granted hereunder) by the Parties.

b. Construction. The section headings contained in this Easement Agreement are for

reference purposes only and shall not affect the meaning or interpretation of the provisions herein.

All of the Parties to this Easement Agreement have participated fully in the negotiation of thisEasement Agreement, and accordingly, this Easement Agreement shall be equally construed as

between the Parties, including their successors and assigns. In construing this Easement

Agreement, the singular shall be held to include the plural, the plural shall be held to include the

singular, and reference to any particular gender shall be held to include every other and allgenders.

C. Notices. All notices, demands or requests given under this Easement Agreementshall, except as otherwise expressly provided, be in writing and delivered by personal service orUnited States Registered or Certified Mail, return receipt requested, postage prepaid, or by

overnight express delivery, such as Federal Express, to the parties at the addresses listed below.

Any notice given pursuant to this Easement Agreement shall be deemed given when received.Any actions required to be taken hereunder which fall on Saturday, Sunday, or United States legal

holidays shall be deemed to be performed timely when taken on the succeeding day thereafter

which shall not be a Saturday, Sunday or legal holiday.To the City:

City Manager

City of Miami

3500 Pan American DriveMiami, FL 33133

With a copy to:City Attorney

Miami Riverside Center

444 SW 2nd Ave., 9th Floor

Miami, FL 33130

To the Developer:

Managing Member

Miami WorldCenter LLC1010 NE 2nd Ave.

Miami, FL 33132

With copies to:

Greenberg Traurig, P.A.

Attn: Ryan D. Bailine, Esq.Attn: Iris Escarra, Esq.


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4 of 8MIA 183590082v3

333 SE 2nd Ave., Suite 4400

Miami, FL 33131

c.

Severability. In the event any term or provision of this Easement Agreement isdetermined by appropriate judicial authority to be illegal or otherwise invalid, such provisionshall be given its nearest legal meaning or be construed as deleted as such authority determines,

and the remainder of this Easement Agreement shall remain in full force and effect.

d.

Successors and Assigns. This Easement Agreement shall be binding upon and

inure to the benefit of the owners from time to time of the Property, including and their respective

successors and assigns.

e.

Exhibits. All of the Exhibits attached to this Easement Agreement are incorporated

in, and made a part of, this Easement Agreement.

f. Force Majeure. For purposes of this Easement Agreement, the term ForceMajeure shall mean and refer to any act of God, earthquake, hurricane, flood, riot, war, order of

civil or military or naval authority, fire, strikes, extraordinary weather conditions, or any other

course of events reasonably beyond the control of the Parties, as applicable (provided, however,that the inability to fund any obligation shall never be deemed Force Majeure). To the extent

either of the Parties, as applicable, is unable to complete an obligation or task as a result of Force

Majeure, the time period for such party to complete its obligation, to the extent there is one, shallbe extended for a reasonable period of time depending upon the nature of the Force Majeure event

together with the incomplete task or unfulfilled obligation.

g.

Exclusive Venue, Choice of Law, Specific Performance. It is mutually understoodand agreed by the Parties hereto, that this Easement Agreement shall be governed by the laws of

the State of Florida, and any applicable federal law, both as to interpretation and performance, and

that any action at law, suit in equity, or judicial proceedings for the enforcement of this EasementAgreement or any provision hereof shall be instituted only in the courts of the State of Florida or

federal courts and venue for any such actions shall lie exclusively in a court of competent

jurisdiction in Miami-Dade County. In addition to any other legal rights, the City and the

Developer shall each have the right to seek specific performance of this Easement Agreement.Each party shall bear its own attorneys fees. Each party waives any defense, whether asserted by

motion or pleading, that the aforementioned courts are an improper or inconvenient venue.

Moreover, the Parties consent to the personal jurisdiction of the aforementioned courts and

irrevocably waive any objections to said jurisdiction. The Parties irrevocably waive any rights toa jury trial..

8. Reservations.

a. The Developer hereby reserves all rights of ownership in and to the Open Spaces,

including, without limitation, the right to grant further easements in, on, over, across, or underOpen Spaces for all uses and activities that do not materially interfere with the intent and


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5 of 8MIA 183590082v3

provisions of Easement Agreement.

b. The Developer hereby reserves the right to install public utilities in the OpenSpaces subject to the approval and consent of all applicable governmental and/or regulatory

agencies.

9. Amendments; Termination. Subject to the other provisions hereof, the provisions of

this Easement Agreement relating to the easements may not be amended, modified or terminated

except by written release and/or agreement of all of the then effected owners of the Propertyseeking such amendment, the holders of any mortgages of record encumbering same and the City

Manager of the City of Miami or his or her successor, in a form acceptable to the City Attorney.

The City shall not unreasonably withhold, condition, or deny any such requests to amend this

Easement Agreement. Further, no modification or amendment shall be effective unless in writingand recorded in the Public Records of Miami-Dade County, Florida.

10.

Estoppel Certificate. Upon request by any party to this Easement Agreement, theother party or its duly authorized representative will deliver to the requesting party, within thirty(30) days after such request is made, a certificate in writing certifying (a) that this Easement

Agreement is unmodified and in full force and effect (or if there have been anymodifications, a

description of such modifications and that this Easement Agreement as modified is in full forceand effect); (b) that to the best knowledge of such party, the requesting party is not, at that time,

in default under any provision of this Easement Agreement, or, if in default, the nature thereof in

detail; (c) to the best knowledge of such party, whether such party has a claim against the otherparty under this Easement Agreement, and, if so, the nature thereof and the dollar amount of such

claim; and (d) such other matters as such requesting party or its lender may reasonably request.

Each party further agrees that such certificate shall be in a form reasonably acceptable to the City

Attorney and may be relied upon by (i) any prospective purchaser of the fee or mortgage orassignee of any mortgage on the fee of the Property or any portion thereof and/or (ii) any

prospective or existing lender of Developer as identified by Developer in its request therefor.

11.Entire Agreement. This Easement Agreement constitutes the entire agreement

between the Parties with respect to the subject matter hereof and supersedes all prior agreements,

understandings and arrangements, both oral and written, between the Parties.

[SIGNATURE PAGES FOLLOW]


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6 of 8MIA 183590082v3

NOW, WHEREOF, the City and the Developer have caused this Open Space Easement

and Maintenance Agreement to be duly executed.

MIAMI WORLDCENTER HOLDINGS LLC.,


By: PWV Group 1 Holdings, LLC.,


By:

Name:

Title:

By: 701 North Miami (FL), LLC.,


By:Name:

Title:

Miami First, LLC., a Delaware limited liability company

By:

Print Name

As: _______________________________

Miami Second, LLC., a Delaware limited liability company

By:

Print Name

As: _______________________________


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7 of 8MIA 183590082v3

Miami Third, LLC., a Delaware limited liability company

By:

Print Name

As: _______________________________

Miami Fourth, LLC., a Florida limited liability company

By:

Print Name

As: _______________________________

Miami A/I, LLC., a Delaware limited liability company

By:

Print Name:

As:

STATE OF FLORIDA )

COUNTY OF MIAMI-DADE)

I HEREBY CERTIFY that on this __ day of _________, 2014, personally appeared before me, an

officer duly authorized to administer oaths and take acknowledgements, ___________________,

as ____________ of ________________________. They are personally known to me or have

produced ____________________ as identification.

________________________________NOTARY PUBLIC

Print Name:

Commission No.

Commission Expires:[SEAL]


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CITY OF MIAMI, FLORIDA

By:

Daniel J. Alfonso, City Manager

ATTEST:

By:

Todd B. Hannon, City Clerk

APPROVED AT TO FORM AND

CORRECTNESS:

By:

Victoria Mndez, City Attorney

Worldcenter Development Agreement

Documents

Transcript of Worldcenter Development Agreement