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MWC Development Agreement Second Reading DRAFT 09/25/2014 v14 Page 1

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This Instrument Was Prepared By,Record and Return To:

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

ndAvenue

Suite 4400Miami, 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, MIAMITHIRD, LLC, MIAMI FOURTH LLC, AND MIAMI A/I,

LLC, AND FORBES MIAMI NE 1ST

AVENUE, LLC,

REGARDING DEVELOPMENT OF THE MIAMI

WORLDCENTER MIXED-USE PROJECT

THIS AMENDED AND RESTATED DEVELOPMENT AGREEMENT (AmendedAgreement) is entered this ____ day of _____________ 2014, by and between MIAMIWORLDCENTER GROUP, LLC., a Florida limited liability company (MWC) and theundersigned affiliates and subsidiaries of MWC (collectively, Developer), and the CITY OFMIAMI, 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).

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 onthe North, NE 6thStreet on the South, NE 2ndAvenue on the East, and North Miami Avenue onthe 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 aboutNovember 3, 2009, the Developer and the City entered into thatcertain Development Agreement between the Parties (Initial Agreement), which was approved

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by the Commission on or about November 13, 2008 through Resolution No. 08-0658, a copy ofwhich is attached as Exhibit B (collectively, Approval Resolution);

WHEREAS, on or about May 20, 2010, the City implemented a new zoning ordinancecommonly referred to as Miami 21, to which the Existing Zoning was incorporated asAppendix D;

WHEREAS, consistent with the Approval Resolution and the Rezoning, the Cityremains 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, andenhanced 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 anddevelopment program for the Miami WorldCenter Mixed-Used Project (Project) have beenmade (collectively, Refinements);

WHEREAS, the Developer contemplates that the Project, consistent with theRefinements, will be developed substantially consistent with the Conceptual Site Plan attachedas Exhibit C (Site Plan);

WHEREAS, a significant amount of public open space is being proposed by the

Developer in order to distinguish elements and components of the Project and substantiallyincrease 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 theProject, the Refinements must be approved by the Commission, which approval requires the Cityto amend and restate the Initial Agreement, and modify the Regulations and DevelopmentStandards as found in Appendix D of Miami 21 for the MWC District. The modified andamended Regulations and Development Standards are attached as Exhibit D (DevelopmentStandards). This Amended Agreement and the Development Standards are herein collectivelyreferred 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 inaccordance with the Development Standards;

WHEREAS, the Developer holds fee simple title to that certain assemblage of realproperty 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 WestDevelopment of Regional Impact (SEOPW DRI) and the Southeast Overtown Park WestCommunity Redevelopment Area (CRA);


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WHEREAS, at the time the Approval Resolution and the Rezoning were approved, theSEOPW DRI had insufficient Development Capacity (Capacity) to accommodate the Project;

WHEREAS, on or about September 26, 2013, the SEOPW DRI was modified to includeadditional Capacity to accommodate the Project, consistent with the Site Plan;

WHEREAS, on or about January 21, 2014, the State of Florida, specifically theDepartment of Economic Opportunity (DEO), confirmed that Increment III was in full forceand 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 propertyresources, 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, strengthenseconomic confidence in the public planning process, encourages sound capital improvementplanning and financing, assists in promoting the availability of adequate capital facilities fordevelopment projects, encourages private sector participation in comprehensive planning, andcreates economic efficiencies with respect to development costs;

WHEREAS, pursuant to Ordinance No. ______ adopted on or about September 29,2014, the Commission authorized the City Manager to execute this Amended Agreement onbehalf of the City, containing the terms, conditions and obligations set forth below;

WHEREAS, the Managing Members or Boards of Directors of the Developer, includingtheir 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 Standardsattached as Exhibit D, and also consistent with the terms, conditions, and mutual obligationscontained in this Amended Agreement;

NOW, THEREFORE, in consideration of the mutual covenants, obligations, andconditions hereinafter contained, the Parties mutually agree and bind themselves as detailed

below:

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 adoptedand incorporated into this Amended Agreement; provided, however, that the terms of thisAmended 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 shallamend, restate, replace, correct, and supersede the Initial Agreement together with the Exhibits


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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 beconstrued and implemented so as to effectuate the purpose of thisAmended Agreement and the purpose and intent of the Florida LocalGovernment Development Agreement Act, Sections 163.3220 - 163.3243,

Florida Statutes (2013).

(b) This Amended Agreement will establish certain conditions which willresult in the Developer providing Public Open Spaces (as hereinafterreferenced) to the City, and to establish, as of the Effective Date (ashereinafter defined), the development regulations which will governdevelopment of the Project throughout the term of this AmendedAgreement. This Amended Agreement will provide the Parties withcertainty during the development process.

Section 2. Mutual Consideration. The Parties agree that the consideration andobligations recited and provided for under this Amended Agreement collectively constitutesubstantial benefits to both Parties and are, therefore, adequate consideration for this AmendedAgreement. 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 terms

shall 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 theCity and the Developer, including their agents and attorneys, haveparticipated equally in the drafting of this Amended Agreement.

Section 4. Definitions.


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Amended Agreement means this Amended and Restated Development Agreementbetween the City and the Developer.

Citymeans the City of Miami, a municipal corporation and a political subdivision ofthe State of Florida, together with all departments, agencies, and instrumentalities subject to thejurisdiction thereof.

Comprehensive Planmeans the comprehensive plan adopted by the City pursuant toChapter 163, Florida Statutes (2013), meeting the requirements of Section 163.3177, Florida

Statutes (2013), Section 163.3178, Florida Statutes (2013), and Section 163.3221(2), FloridaStatutes (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 thisAgreement.

Property Interestmeans any interest or rights in real property or appurtenances of theProperty, including but not limited to, fee simple, leasehold, condominium, transferabledevelopment rights or air rights, easements, and licenses, however acquired, including anyinterests or rights in real property acquired through foreclosure, deed in lieu of foreclosure, orany other realization on a security interest in real property. Without limiting the foregoing, aCommunity Development District or a master property owners association with appropriate

authority relating to one (1) or more of the properties comprising the Property shall be deemed tohold a Property Interest.

Public Facilitiesmeans major capital improvements intended to be owned by the Cityor a governmental agency, including but not limited to, transportation, sanitary sewer, solidwaste, 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 beextended for successive Thirty (30) year periods by mutual consent of the City and theDeveloper pursuant to Section 163.3229, Florida Statutes (2013), unless modified or terminatedby a written instrument executed by the Developer, including successors or assigns of theDeveloper which own the Property or any portion thereof, which instrument has been approvedby 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 6thStreet on the South, NE 2ndAvenue on the East, and North Miami Avenue on the West as SD-16.3 on


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the official zoning atlas of the City. As part of the Rezoning, the Citypreviously confirmed that the uses, intensities, and densities proposed fordevelopment 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 DistrictRegulations, the density permitted on the Property is Five

Hundred (500) units per acre. The development intensitypermitted on the Property has a base Floor Lot Ratio(FLR) of 18. Any intensity above FLR of 18 is subject toparticipation in or compliance with the Public Benefitsrequirements 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, butare not limited to the following: office, hotel, retail,restaurant, entertainment, convention space, academicspace, vocational or similar educational space, one or moreculinary schools including training and ancillary facilities,

art galleries and studios, and any other uses permitted underthe MWC District Regulations and Miami 21.

(3) The height for any development on the Properties shall beregulated by the MWC District Regulations and theComprehensive Plan.

(4) Nothing herein shall prohibit an increase in the density orintensity to the level of development permitted on theProperty in a manner consistent with (i) the MWC DistrictRegulations and the Comprehensive Plan, (ii) any zoningchange subsequently approved by the City Commission inaccordance with applicable provisions of law, or (iii) anychange to the Regulations, the Citys zoning atlas, or futureamendments 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 willnot 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 in, above, or below suchpublic rights-of-way. The adoption of this Amended Agreement shall serve to satisfy therequirements set forth in Section 55-14(b) of the Citys Code of Ordinances (Code).Notwithstanding the requirements of Section 55-14(c) of the Code and because of the benefits

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received by the City pursuant to this Amended Agreement, the City agrees to waive any and allclaims to requires a payment of a user fee in connection with the construction of theaforementioned encroachments into, above, and below the public rights-of-way which MWCshall be responsible for paying. In consideration for authorizing the future construction of theaforementioned encroachments, the Developer further covenants to:

(a) Maintain any above-grade pedestrian walkways or similar above-gradespaces 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, orregulations.

(b) Provide an insurance policy, in an amount reasonably determined by theCitys Risk Management Department, naming the City as an additionalinsured for public liability and property damage. The insurance shallremain in effect for as long as the encroachment(s) exist in the publicrights-of-way. Should the Developer or the Developers successors fail tocontinue to provide the insurance coverage, the City shall have the right tosecure a replacement insurance policy in its name and place a specialassessment lien against the specific parcel or parcels subject to thisAmended Agreement, for which such insurance has lapsed or expired butnot against any other parcel that is subject to this Amended Agreement,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 andinjury 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 ariseout of the granting of permission for the encroachment(s) or any activityperformed under the terms of this Amended Agreement, except in anyevent 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 2 ndAvenue, NE 1stAvenue, and North Miami Avenue, which are owned and maintained bythe 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 will require a Master Sign Package or a Special Sign Package(collectively, Sign Package) to accomplish the following goals: (1)moving pedestrians and vehicle traffic throughout the MWC Districtsafely and efficiently and (2) properly identifying the MWC District, the

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Project and various tenants, events, and components within the Project,including, but not limited to, residents, guests, visitors, and motoristsalong surrounding thoroughfares.

(b) The Sign Package will include, but is not limited to, the following signtypes: (1) directional signs; (2) ground signs; (3) wall signs; (4)monument signs; (5) way-finding signs; (6) tower signs; and (7) on-sitecommercial signs, defined as Class B 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. Commercialadvertising signs, Class C Signs, murals, billboards, and media towers asdefined in the Code and Miami 21 shall not be authorized pursuant to thisAmended Agreement. . This Amended Agreement shall not be deemed orotherwise construed to approve or authorize the placement and/or locationof commercial advertising signs, Class C Signs, murals, billboards, ormedia towers as defined in the Code or Miami 21 within the MWCDistrict. The placement, location, and specifications of any commercialadvertising sign, Class C Sign, mural, billboard, or media tower, ifauthorized permitted by the Code or Miami 21, shall be approved asrequired by the Code and or Miami 21 at the time a permit application isfiled with the City.

(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 theDevelopment Standards.

(e) All signs within the MWC District shall be subject to the requirements ofapplicable federal, state, or local rules, orders, regulations, laws, statutes,or ordinances.

Section 9. Landscape Program. Due to the Projects unique location within theCitys Urban Core, it may be infeasible for one or more phases of the Project to comply with theminimum requirements contained in Article 9 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 tofacilitate 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 aBuilding Permit (Permit) for a phase or single use building. Any phase or phases notcomplying one hundred percent (100%) with the Landscape Standards shall achieve one hundredpercent (100%) compliance upon their respective completion through either offsite planting,mitigation measures approved in the Code, or a combination of approved compliance measuresagreeable to the Citywithin three (3) years of issuance of said Permit.

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Section 10. Project Approval. This Amended Agreement, together with theDevelopment 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, willcomplete an analysis of the Public Facilities available to serve the Project and in compliancewith the Comprehensive Plan. In the event that the MWC District Regulations or theComprehensive Plan requires the Developer to provide additional Public Facilities to

accommodate the Project, the Developer will provide such Public Facilities consistent with thetiming requirements of Section 163.3180(2), Florida Statutes (2013), or as otherwise required bya 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 withinthe Property.

(b) The Developer agrees to create within the Project: (1) one (1) public openspace containing a minimum of 20,000 contiguous square feet; (2) one (1)public open space containing a minimum of 14,000 contiguous squarefeet, (collectively, Public Open Spaces); and (3) sidewalks designed toaccommodate increased pedestrian activity that will include shopping,

entertainment, and outdoor seating, all as generally labeled on theRegulating Plan contained in the Development Standards (RegulatingPlan) attached as Exhibit D.

(c) The Developer will retain ownership of the Public Open Spaces but shallgrant the City a non-exclusive easement allowing public access to thePublic Open Spaces (Public Open Spaces Easement). The Developerand the City further agree to execute an Open Spaces Easement andMaintenance Agreement (Easement Agreement), a copy of which isincluded as Exhibit F, to assign their respective responsibilities andobligations with respect to the future construction, maintenance, andoperation of the Public Open Spaces. The Public Open Spaces Easementand the Easement Agreement shall be in a form acceptable to the CityAttorney.

(d) The City and the Developer agree to execute and record the Public OpenSpaces Easement and the Easement Agreement prior to the City issuingOne (1) or more master building permits authorizing the construction ofOne (1) or more buildings and structures that singularly or cumulativelyexceed the Four (4) million square foot threshold with respect to theoverall level of authorized development (i.e., FLR) on the Property.

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(e) The general location and dimensions of the Public Open Spaces shall besubstantially in accordance with the Regulating Plan, or as otherwisemutually agreed by the Developer and the City. The specific location anddimensions of the Public Open Spaces will be determined in the PublicOpen Spaces Easement. A conceptual design detailing the development ofthe public open spaces shall be submitted by the Developer to the CityManager or designee within sixty (60) days of recording of this AmendedAgreement.

(f) The Developer shall retain the exclusive right to design, landscape, anddetermine the programming for the Public Open Spaces, subject toapproval by the Planning Director, or his or her designee, which approvalshall not be unreasonably withheld, delayed, or conditioned.

(g) From time to time, the Developer may sponsor or similarly partner withorganizations to hold temporary events in the MWC District, including inand around the Public Open Spaces. In advance of a temporary event, theDeveloper shall submit an application to the City consistent with therequirements contained in Chapter 62 of the Code to obtain the necessarypermits 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 toestablishments in retail specialty centers, as codified by Chapter 4 of the Code. Notwithstandingthe 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, andlounges), 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 MWCDistrict 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 saleof alcoholic beverages is entirely incidental to and in conjunction with the principal sale of food(e.g. bona fide, licensed restaurants with a 2-COP, 2-COP SRX, 4-COP, 4-COP SRX orequivalent license).

The number of approved establishments may exceed five (5) in any given block in the event thenumber of approved and allowed establishments is decreased by an equivalent amount in theremaining 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 theCommission and after two (2) public hearings.


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Section 14. Job Creation. The Developer shall consult and coordinate with the CitysCareerSource South Florida center located at the Lindsey Hopkins Technical Center at 750 NW20th Street, 4th Floor and state economic development entities regarding job training and jobplacement services to City residents seeking employment opportunities with potential employerswhich will locate or establish businesses within the Project. The Developer agrees to use diligent,good faith efforts to achieve or to cause its general contractor(s)and subcontractors(collectively,the Contractor) to use diligent, good faith efforts to achieve, as applicable, the following goals,which the Parties hereto agree are purely aspirational in nature:

(a) The Contractor shall employ such persons using the following priorities:first, residents of the five (5) highest poverty rate index zip codes in theCity; second, City residents in general; third, County residents who live inthe five (5) highest poverty rate index zip codes in the County; and fourth,residents in the County in general. The Contractor shall electronicallypost job opportunities in established job outreach websites andorganizations, including, without limitation, South Florida Workforce,Florida Department of Economic Opportunity Career Source of SouthFlorida located in Miami, their successors or assigns, and similar programsin order to attract as many eligible minority applicants for such jobs aspossible.

(b) In connection with the work performed by theDeveloper, the Developershall cause the Contractor to pay a minimum hourly wage rate of $11.83 if

health benefits are not provided to employees and $10.58 if health benefitsare provided to employees. Commencing January 1, 2016 and for theduration of the Project (CPI Escalation Year), the foregoing hourly ratesshall be increased on January 1st of the applicable calendar year by anamount equal to the percentage increase during the calendar yearimmediately prior to the CPI Escalation Year in the consumer price index(Index), which is the monthly index published by the Bureau of LaborStatistics of the United States Department of Labor as the Consumer PriceIndex for All Items, Miami-Ft. Lauderdale, Florida, Base Year 1982-84=100. The CPI adjustment to the minimum hourly wage rates shallhereinafter be referred to as the CPI Escalation. The CPI Escalation ofthe minimum hourly wage rates for the CPI Escalation Year shall be equalto the minimum hourly wage rates in effect for the calendar yearimmediately preceding the CPI Escalation Year multiplied by the CPI

Percentage (as defined below). The CPI Percentage shall equal thefraction (i) whose numerator equals the monthly Index publishedimmediately prior to the CPI Escalation Year (or the nearest reportedprevious month) and (ii) whose denominator is the same monthly Indexpublished immediately prior to the calendar year that preceded the CPIEscalation Year (or the nearest reported previous month). If the Index isdiscontinued with no successor Index, the City shall select a commercially

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reasonable comparable index. The CPI adjustment set forth herein shallnot result in a reduction of the respective minimum hourly wage rates.

(c) The Developer shall require the Contractor to include the same minimumhourly wage rates in any contracts entered into by the Contractor with itssubcontractors for the Project who will stipulate and agree that they willpay the same minimum hourly wage rates, subject to adjustment, as setforth in this section.

(d) Local Workforce Participation During Construction. At least 30% 10% ofthose employed by the general or subcontractor(s) for construction workshall be employed utilizing the following priorities: first, residents of thefive (5) highest poverty rate index zip codes in the City; second, Cityresidents in general; third, County residents who live in the five (5)highest poverty rate index zip codes in the County; and fourth, residents inthe County in general. Residents who live in qualifying areas mustreceive preference for hiring in the Project.

(e) Job Opportunity Advertisement. The Developer must provide 10 full-pageweekly advertisements in The Miami Times newspaper to inform residentsof job opportunities and job fairs prior to construction commencement.This shall be in addition to advertisements done through other joboutreach websites, organizations, and efforts.

(f) Community Business Enterprise (CBE), Community Small BusinessEnterprise (CSBE), and Small Business Enterprise (SBE).

(1) 10% 5% of the professional services agreements for softcosts including, but not limited to, design, engineering,survey, inspection, testing and legal, shall be awarded tofirms certified by the County as CSBE, CBE, and SBEfirms at the time the contract is signed.

(2) The Developer shall award 10% 5% of the contractualagreements for construction and construction-relatedmaterials, supplies and fixtures to firms certified bytheCounty as CSBE, CBE, and SBE firms at the time thecontract is signed.

(g) Job Creation Monitoring Contract. Within 60 days prior to issuance of aPermit for vertical improvements, the Developer will designate a firm whoshall be CBE/CSBE/SBE certified whom will be designated to monitor theLocal Workforce Participation, Job Opportunity Advertisement, andCBE/CSBE/SBE requirements.

Section 15. Local Development Permits.

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(a) The Developer intends to develop the Property consistent with the MWCDistrict Regulations and this Amended Agreement. The Project mayrequire additional permits or approvals from the City, County, State, orFederal government, including their respective internal agencies. Subjectto the required legal processes and approvals, the City shall make a goodfaith effort to take all necessary and reasonable steps to cooperate with andexpedite 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 Unityof 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 including TemporaryCertificates of Occupancy;

(14) Stormwater Permits;

(15) Miami-Dade Transit approvals;

(16) Federal Aviation Administration determination(s) andapproval(s);

(17) Development of Regional Impact approval, modification,or exemption; and


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(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 EffectiveDate regarding site plan approval procedures or substantive requirements,authority to approve any site plan for all or a portion of the Project withinthe 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 andthe Comprehensive Plan.

Section 16. Consistency with Existing Zoning and Comprehensive Plan. The City re-confirms that the Development Standards are part of the MWC District Regulations andconsistent with the Comprehensive Plan, subject to the terms of Section 11 of this AmendedAgreement.

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 aparticular 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 saidpermitting requirements, conditions, fees, terms, licenses, or restrictions as long as compliancewith 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 andthat the Developer has reserved the capacity necessary to develop theProject.

(b) The City agrees that any SEOPW DRI Development order which the Cityadopts after the Effective Date and which applies to the Property will ( 1)be consistent with this Amended Agreement and the DevelopmentStandards and (2) include a Use/Intensity conversion table to allow for areasonable 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 SEOPW CRA decides to abandon, terminate,rescind, or otherwise render ineffective the SEOPW DRI DevelopmentOrder, the Developer shall no longer be responsible for payment ofSEOPW DRI fees. Further, if the SEOPW CRA decides to abandon,terminate, rescind, or otherwise render ineffective the SEOPW DRIDevelopment Order, the City agrees to refund any payment of SEOPW

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DRI fees made by the Developer within twenty four (24) months of thedecision to abandon, terminate, rescind, or otherwise render ineffective theSEOPW 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 MWCDistrict Regulations, the Comprehensive Plan, and this Amended

Agreement.

(b) Nothing herein shall prohibit an increase in the density or intensity ofdevelopment permitted on the Property in a manner consistent with (1) theMWC District Regulations and the Comprehensive Plan, (2) any zoningchange subsequently requested or initiated by the Developer or a futureowner of property within the MWC District in accordance with applicablelaw, or (3) 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 notlimited to, claims of vested rights or equitable estoppel, obtained or heldby the Developer or its successors or assigns to continue development ofthe Property in conformity with the MWC District Regulations, and all

prior and subsequent development permits or development ordersapproved by the City.

(d) For the term of this Amended Agreement, the City agrees that the level ofdevelopment proposed by MWC is reserved and is vested consistent withSection 163.3167(5) of Florida Statutes (2013), upon the issuance of one(1) or more building permits, foundation permits, or phased permits by theCity.

Section 20. Prohibition on Downzoning.

(a) The Comprehensive Plan, this Amended Agreement, and the DevelopmentStandards shall govern development of the MWC District for the durationof the Amended Agreement, including extensions thereof. The Cityslaws and policies adopted after the Effective Date may be applied to the

MWC District only if the determinations required by Section 163.3233(2),Florida Statutes (2013) have been made after 30 days written notice to theDeveloper 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 mayvest to the Developer under Florida or Federal law. As a result, theDeveloper may challenge any subsequently adopted changes to land

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development regulations based on (1) common law principles including,but not limited to, equitable estoppel and vested rights, or (2) statutoryrights 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 newsingle-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 andproperty 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 MWCDistrict. The Developer, or its successors, heirs, or permitted assigns, shall provide an updatedcopy of the Emergency Plan prior to the issuance of a TCO or equivalent for each new buildingin 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 planningto construct a light rail transit system commonly referred to as the streetcar, which may traverseor 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 todedicate additional land from within the MWC District to the City for the construction of thestreetcar route.

Section 24. Formation of Community Development District. In the event the creationof a Community Development District (CDD) is approved for the Project, the CDD mayassume the Developers responsibility under this Amended Agreement without the Citysapproval (Assumption). Notice of the Assumption, including copies of executed documentsmemorializing 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 Developers 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 beextended herein. Upon receipt of written confirmation from the Developerof the Developers compliance with the terms of this Amended Agreement(Compliance Confirmation), the City may conduct an independentcompliance review and confirm the Developers compliance with theterms, conditions, and regulations in this Amended Agreement.

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(b) Any additional information required of the Developer shall be limited tothat necessary to determine the extent to which the Developer isproceeding in good faith to comply with the terms of this AmendedAgreement.

(c) Subject to the terms and provisions of Section 33(d) of this AmendedAgreement, if the City finds on the basis of competent substantialevidence that the Developer intentionally failed to substantially complywith the terms, obligations, or conditions of this Amended Agreement, the

City may terminate or amend this Amended Agreement after providingThirty (30) days written notice to the Developer unless cured by theDeveloper 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 suchbreach within such Thirty (30) day period and diligently pursues the cureto completion. Any termination or modification of this AmendedAgreement shall not become effective until the Commission approvessame after holding Two (2) duly noticed public hearings.

Section 26. Notices.

(a) All notices, demands, or requests given under this Amended Agreementshall, 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. Anynotice given pursuant to this Amended Agreement shall be deemed givenwhen received. Any actions required to be taken hereunder which fall onSaturday, Sunday, or United States legal holidays shall be deemed to beperformed timely when taken on the succeeding day thereafter which shallnot be a Saturday, Sunday, or legal holiday.

To the City:City ManagerCity of Miami3500 Pan American DriveMiami, FL 33133

With a copy to:City AttorneyMiami Riverside Center444 SW 2ndAvenue9thFloorMiami, FL 33130


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With a copy to:Planning & Zoning DepartmentMiami Riverside Center444 SW 2ndAvenue3rdFloorMiami, FL 33130

To the Developer:Managing Member

Miami Worldcenter LLC1010 NE 2ndAvenueMiami, FL 33132

With a copy to:Greenberg Traurig, P.A.Attn: Ryan D. Bailine, Esq.333 SE 2ndAvenueSuite 4400Miami, FL 33131

and

Greenberg Traurig, P.A.

Attn: Iris Escarra, Esq.333 SE 2nd AvenueSuite 4400Miami, FL 33131

To the SEOPW CRA as courtesy notice:Executive DirectorSEOPW CRA1490 NW 3rd AvenueSuite 105Miami, FL33136

(b) Any Party to this Amended Agreement may change its notificationaddress(es) by providing written notification to the remaining Parties

pursuant to the terms and conditions of this section.

Section 27. Exclusive Venue, Choice of Law, Specific Performance. It is mutuallyunderstood and agreed by the Parties hereto, that this Amended Agreement shall be governed bythe laws of the State of Florida, and any applicable federal law, both as to interpretation andperformance, 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 thecourts of the State of Florida or federal courts and venue for any such actions shall lie


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exclusively in a court of competent jurisdiction in the County. In addition to any other legalrights, 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 anydefense, whether asserted by motion or pleading, that the aforementioned courts are an improperor inconvenient venue. Moreover, the Parties consent to the personal jurisdiction of theaforementioned courts and irrevocably waive any objections to said jurisdiction. The Partiesirrevocably 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 theProject. This Amended Agreement supersedes any prior agreements or understandings betweenthe 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 beeffective 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)public hearings before the Commission. This Amended Agreement cannot be changed orterminated orally.

Section 29. Compliance with Applicable Law. Subject to the terms and conditions ofthis Amended Agreement, throughout the term of this Amended Agreement, the Developer andthe City shall comply with all applicable federal, state, and local laws, rules, regulations, codes,ordinances, resolutions, administrative orders, permits, policies and procedures, and orders thatgovern or relate to the respective Parties obligations and performance under this Amended

Agreement, 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 andconstitutes the legal, valid, and binding obligation of such party, enforceable in accordance withits terms.

Section 31. No Exclusive Remedies. No remedy or election given by any provision inthis Amended Agreement shall be deemed exclusive unless expressly so indicated. Whereverpossible, the remedies granted hereunder upon a default of the other party shall be cumulativeand in addition to all other remedies at law or equity arising from such event of default (otherthan any remedy which may be available at law or in equity which permits the termination of thisAgreement), 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 ofsuch right unless otherwise expressly provided herein. No waiver or breach of any provision ofthis 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.


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(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 toperform or breaches any term, covenant, or condition of this AmendedAgreement 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 withinThirty (30) days, the Developer shall not be in default if it commences tocure 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 Cityfails to perform or breaches any term, covenant, or condition of thisAmended Agreement and such failure is not cured within Thirty (30) daysafter receipt of written notice from the Developer specifying the nature ofsuch breach; provided, however, that if such breach cannot reasonably becured within Thirty (30) days, the City shall not be in default if itcommences to cure such breach within said Thirty (30) day period anddiligently prosecutes the cure to completion.

(c) It shall not be a default under this Amended Agreement if any Party isdeclared bankrupt by a court of competent jurisdiction. All rights andobligations in this Amended Agreement shall survive such bankruptcy of

any Party. The Parties hereby forfeit their right(s) to terminate thisAmended Agreement upon the bankruptcy of any other Party. Thissection 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 excavationsites are safe.

(d) A default by MWCs successor(s) or assignee(s) of any portion of thisAmended Agreement shall not be deemed to be a breach by MWC nor anyother successor or assignee of MWC of any portion of their respectiverights, duties, and obligations under this Amended Agreement. A defaultby the Developer or MWC under this Amended Agreement shall not bedeemed to be a breach by any successor(s) or assignee(s) of the Developeror MWC of its rights, duties, or obligations under this Amended

Agreement. For purposes of clarity, the Developer intends for the Projectto be developed by multiple parties in multiple phases over the nextseveral years. Any actual or alleged default by the developer of aportion(s) or phase(s) of the Project, including, but not limited to, theDeveloper, shall not cause, nor be treated, deemed, or construed as adefault by another developer with respect to any other portion(s), phase(s)or component(s) of the Project.


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Section 34. Remedies Upon Default.

(a) Except as otherwise provided under Section 25(c) and Section 41 of thisAmended Agreement, neither party may terminate this AmendedAgreement 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 specificperformance of this Amended Agreement, and that electing to seekspecific performance shall not waive any right of such party to also seekmonetary damages or any other relief other than termination of thisAmended Agreement. In addition to any other remedies available to theCity under this Amended Agreement, in the event of default by theDeveloper, or any successor(s) or assign(s) of the Developer, the City maywithhold any permits or other approval, but only against the defaultingparty.

Section 35. Severability. If any term or provision of this Amended Agreement or theapplication 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 invalidor 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 onthe 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, thisAmended Agreement or any of its rights and obligations hereunder, or may extend the benefits ofthis 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) daysafter any assignment or transfer.

Section 37. Obligations Surviving Termination Hereof. Notwithstanding andprevailing over any contrary term or provision contained herein, in the event of any lawfultermination 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 termfollowing the earlier of the effective date of such termination or the expiration of the term: (a)the exclusive venue and choice of law provisions contained herein; (b) rights of any party arisingduring or attributable to the period prior to expiration or earlier termination of this AmendedAgreement; 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 theexpiration or permitted early termination hereof.

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Section 38. Lack of Agency Relationship. Nothing contained herein shall beconstrued as establishing an agency relationship between the City and the Developer and neitherthe Developer nor its employees, agents, contractors, subsidiaries, divisions, affiliates, or guestsshall be deemed agents, instrumentalities, employees, or contractors of the City for any purposehereunder, 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 practicablepursuant to the terms and conditions of this Amended Agreement. TheParties agree that time is of the essence in all aspects of their respectiveand mutual responsibilities pursuant to this Amended Agreement. TheCity shall use its best efforts to expedite the permitting review andapproval process in an effort to assist the Developer in meeting itsdemolition, development, and construction completion schedules. TheCity will make best efforts to accommodate requests from the Developersagents, representatives, general contractor(s), and subcontractors forsimultaneous review of multiple permitting packages, such as those forsite work and foundations, and building shell, core, and interiors.

(b) Notwithstanding the foregoing, the City shall not be obligated to issuedevelopment permits to the extent the Developer does not comply with the

applicable requirements of the MWC District Regulations, theComprehensive Plan, this Amended Agreement, applicable buildingcodes, or any other laws, rules, orders, or regulations.

Section 40. Enforcement.

(a) In the event that the Developer, its successors, or assigns fails to act inaccordance with the terms of the MWC District Regulations, the City shallseek enforcement of said violation upon the subject Property.

(b) Enforcement of this Amended Agreement shall be by action against anyparties or person violating, or attempting to violate, any covenants setforth in this Amended Agreement. The prevailing party in any action orsuit pertaining to or arising out of this Amended Agreement shall beentitled to recover, in addition to costs and disbursements allowed by law,such sum as the Court may adjudge to be reasonable for the services ofthis/her/its attorney.

(c) This enforcement provision shall be in addition to any other remediesavailable at law, in equity, or both, excluding, however, any remedy whichmay be available at law or in equity which permits the termination of thisAmended Agreement.


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Section 41. Amendment or Termination by Mutual Consent. This AmendedAgreement may not be amended or terminated during its term except by mutual agreement of theDeveloper and its successors and assigns, and the City in writing. Prior to amending orterminating this Amended Agreement, the Commission shall hold Two (2) duly noticed publichearings.

Section 42. Third Party Defense. The City and the Developer shall, at their own costand expense, vigorously defend any claims, suits, or demands brought against it by third partiesthreatening the Amended Agreement, challenging its enforceability, or objecting to any aspect

thereof, including, without limitation, any claims for loss, damage, liability, or expense(including reasonable attorneys fees). The City and the Developer shall promptly give the otherwritten notice of any such action, including those that are pending or threatened, and allresponses, filings, and pleadings with respect thereto.

Section 43. No Conflict of Interest. The Developer agrees to comply with the Code asof the Effective Date with respect to conflicts of interest.

Section 44. No Third-Party Beneficiary. No persons or entities other than theDeveloper and the City, their respective heirs, successors, and permitted assigns, shall have anyrights whatsoever under this Amended Agreement.

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 shallbe recorded in the public records of Miami-Dade County by the Developer, at the Developerssole cost and expense, within Thirty (30) days after execution by all the Parties.

Section 47. Estoppel Certificate. Upon request by any party to this AmendedAgreement, the other party or its duly authorized representative will deliver to the requestingparty, 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 beenanymodifications, a description of such modifications and that this Amended Agreement as modifiedis in full force and effect); (b) that to the best knowledge of such party, the requesting party isnot, 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 claimagainst the other party under this Amended Agreement, and, if so, the nature thereof and thedollar 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 (1) any prospectivepurchaser of the fee or mortgage or assignee of any mortgage on the fee of the Property or anyportion thereof and/or (2) any prospective or existing lender of Developer as identified byDeveloper in its request therefor.

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NOW, WHEREOF, the City and the Developer have caused this Amended Agreement tobe duly executed.

[Signatures Appear on the Following Pages]


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MIAMI WORLDCENTER HOLDINGS LLC,

a Delaware limited liability company

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

By:Name:

Title:

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]

By: 701 North Miami (FL), LLC,a Delaware limited liability company

By:Name:Title:


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STATE OF )

)

COUNTY OF )


an officer duly authorized to administer oaths and take acknowledgements,___________________, as ____________ of ________________________. They are


________________________________

NOTARY PUBLIC

Print Name:

Commission No.

Commission Expires:

[SEAL]

Miami First, LLC, a Delaware limited liability company

By:

Print Name

As: _______________________________


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STATE OF )

)

COUNTY OF )



___________________, as ____________ of ________________________. They are


________________________________

NOTARY PUBLIC

Print Name:

Commission No.

Commission Expires:

[SEAL]


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Miami Second, LLC, a Delaware limited liability company

By:

Print Name

As: _______________________________

STATE OF )

)

COUNTY OF )



___________________, as ____________ of ________________________. They are


________________________________

NOTARY PUBLIC

Print Name:

Commission No.

Commission Expires:

[SEAL]


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Miami Third, LLC, a Delaware limited liability company

By:

Print Name

As: _______________________________

STATE OF )

)

COUNTY OF )



___________________, as ____________ of ________________________. They are


________________________________

NOTARY PUBLIC

Print Name:

Commission No.

Commission Expires:


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[SEAL]

Miami Fourth, LLC, a Florida limited liability company

By:

Print NameAs: _______________________________

STATE OF )

)

COUNTY OF )



___________________, as ____________ of ________________________. They are


________________________________

NOTARY PUBLIC

Print Name:

Commission No.


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Commission Expires:

[SEAL]


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

By:

Print Name:

As:

STATE OF )

)

COUNTY OF )



___________________, as ____________ of ________________________. They are


________________________________

NOTARY PUBLIC

Print Name:

Commission No.

Commission Expires:

[SEAL]


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FORBES MIAMI NE 1ST AVENUE LLC,

a Michigan limited liability company

By: Forbes Miami LLC,a Michigan limited liability company

By:Name:

Title:

STATE OF )

)

COUNTY OF )



___________________, as ____________ of ________________________. They are


________________________________

NOTARY PUBLIC

Print Name:

Commission No.

Commission Expires:

[SEAL]

By: Forbes Family Miami, LLC,a Michigan limited liability company

By:Name:Title:


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STATE OF )

)

COUNTY OF )



___________________, as ____________ of ________________________. They are


________________________________

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 AS TO FORM AND CORRECTNESS:

By:Victoria Mndez, City Attorney


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Exhibit A

Rezoning Ordinance


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Exhibit B

Approval Resolution


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Exhibit C

Site Plan


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Exhibit D

Amended Miami Worldcenter Zoning Regulations and Development Standards

[Please refer to Appendix D of Miami]


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Exhibit E

Legal Description of the Property


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Exhibit F

Public Open Spaces Easement Agreement

Documents

184108805_v 1_MWC Amend Agreement - Sept 29th 1_15 PM Version