Holdings, Llc, Megan Holdtngs, Llc

DRAFT: April 19,2016

This Instrument Was Prepared By, Record and Return To:

Iris Escarra Carlos R. Lago Greenberg Traurig, P.A. 333 S.E. 2no Avenue Suite 4400 Miami, Florida 33 l3 I

(Reserved)

DEVELOPMENT AGREEMENT BETWEEN THE CITY OF' MIAMI, F'LORIDA AND MANNIGAN HOLDINGS, LLC, MEGAN HOLDTNGS, LLC, MELANIE HOLDINGS, LLC, MILANA HOLDINGS, LLC, MILLIE REALTY, LLC, MIZRACHI HOLDINGS, LLC, WYNWOOD HOLDINGS, LLC, 2294 NW 2ND AVENUE REALTY, LLC, MALUX REALTY, LLC, AND MAPTON HOLDINGS, LLC, REGARDING APPROVAL OF THE MANA WYNWOOD SPECIAL AREA PLAN AND RELATBD DEVELOPMENT

This is a Development Agreement ("Agreement") made this day of 2016 by and between Mannigan Holdings, LLC, a Delaware limited liability company, Megan Holdings, LLC, a Delaware limited liability company, Melanie Holdings, LLC, a Delaware limited liability company, Milana Holdings, LLC, a Delaware limited liability company, Millie Realty, LLC, a Delaware limited liability company, Mizrachi Holdings, LLC, a Delaware limited liability company, Wynwood Holdings, LLC, a Florida limited liability company, 2294 NW 2ND Avenue Realty, LLC, a Delaware limited liability company, Malux Realty, LLC, a Delaware limited liability company, Mapton Holdings, LLC, a Delaware limited liability company (collectively, the "Developer"), and the City of Miami, Florida, a municipal corporation and a political subdivision of the State of Florida (the "City") (the Developer and the City are together referred to as the "Parties").

WHEREAS, the Developer is the fee simple owner of approximately 23.483 acres +/- of lancl located in the Wynwoocl neighborhoocl of the City of Miami; ancl

WHEREAS, the properties are generally bounded by NW 22nd Street on the south, specific parcels fronting NW 24th Street on the north, NW 2nd Avenue on the east, and NW 6th Avenue on the west, within the jurisdictional boundaries of the City (collectively the "Property"); amap and legal descriptions of which are attached as sþ!ffi,; and

WHEREAS, the Property is cumently underutilized and consists mostly of vacant and underdeveloped lots; and WHEREAS, the Property is located in an Empowerment Zone for which the City envisions redevelopment through strong partnerships to encourage economic revitalization and sustainable community development; and

WHEREAS, during recent years Wynwood has undergone an urban transformation that has revitalized the neighborhood into a world-renowned hub for the visual, performance and culinary arts, as well as the technology and fashion industries; and

WHEREAS, the revitalization of Wynwood is consistent with the City's vision to foster a vibrant artistic and entrepreneurial community that will attractresidents, visitors and businesses alike; and

WHEREAS, the Developer wishes to contribute to the revitalization of Wynwood and surrounding areas by redeveloping the Property into a pedestrian-oriented project with an eclectic mix of uses that integrates future mass transit options and makes Wynwood a premier center for aft, entertainment, culture, technology and other creative enterprises; and

WHEREAS, the current status of thc Property is inconsistent with the City's vision for Wynwood and wishes to encourage development of the Property: and

\ryHEREAS, Wynwood is identified as an area of need by the City's Parks and Open Space Master Plan; and

WHEREAS, the Developer wishes to contribute to Wynwood by providing approximately 3.86 acres of Open Space at the Proper.ty including the development of a centralized programmed public Open Space; and

WHEREAS, the Property is currently designated General Commercial on the City's Future Land Use Map, according to the Miami Comprehensive Neighborhood Plan ("Comprehensive Plan"); and

WHEREAS, the Property is cumently zoned Dl Work Place ("D1") and T5-O Urban Center Zone ("T5-O") with a Neighborhood Revitalization District NRD-I Overlay, according to the Miami 2l ZoningCode ("Miami 21"); and

WHEREAS, the City and the Developer seek to rezone the Property from Dl and T5-O to Mana Wynwood Special Area Plan with a Neighborhood Revitalization District NRD-I overlay, having T5-o, T6-8a-o, T6-8b-o and16-12-0, as described in the Mana Wynwood Concept Book (the "Concept Book") attached hereto and incorporated herein as Exhibit "8", in order to facilitate redevelopment within the area and to effectuate the Parties' goals and vision for Wynwood; and

WHEREAS, Miami 2l outlines a process that allows parcels of more than nine (9) abutting acres to be master planned to allow greater integration of public improvements and infrastructure, and greater flexibility so as to result in higher or specialized quality building and streetscape design, this master planning process is known as a o'special Area Plan" ("SAP"), pursuant to Section 3.9 of Miami2l; and

2 WHEREAS, on July 17,2015, the Developer filed an application with the City for approval of a SAP in order to develop the Property as a mixed-use development consisting of various uses, including but not limited to residential, lodging, commercial (including retail, entertainment, and restaurant), educational, civic, and office uses (including showroom space, media and technology production), along with other related amenities, as may be amended (the "Project"); and

WHERLAS, the City and the Developer desire for development of the Mana Wynwood SAP to proceed in a manner that is consistent with the Comprehensive Plan, Miami 21, and the City Charter; and

WHEREAS' as a condition to the approval of the Mana Wynwood SAP, the Developer and City must enter into a Development Agreement pursuant to Section 3.9.1(Ð of Miami 2l; and

WHEREAS, Chapter 163, Sections 163.3220-163.3243, Florida Statutes (2015), "The Florida Local Government Development Agreement Act", as amended from time to time, authorizes and provides for local governments to enter into development agreements with any person or entity having a legal or equitable interest in real property located within itsjurisdiction; and

WHERLAS, assurance to a developer that it may proceed in accordance with existing laws and policies, subject to the conditions of a development agreement, strengthens the public planning process, encourages sound capital improvement planning and f,rnancing, assists in assuring there are adequate capital facilities for the development, encourages private participation in comprehensive planning, and reduces the economic costs of development; and

WHEREAS, the City Commission pursuant to Ordinance No. l6- adopted , has authorized the City Manager to execute this Agreement upon the terms and conditions set forth below, and the Developer has been duly authorized to execute this Agreement upon the terms and conditions set forth below.

NOW THER"EFORE, in consideration of the mutual covenants and agreements hereinafter contained, the Parties mutually agree and bind themselves as set forth herein:

I Consideration. The Parties hereby agree that the consideration and obligations recited and provided for under this Agreement constitute substantial benefits to both Parties and thus adequate consideration for this Agreement.

2. Rules of Leeal Construction. For all purposes of the Agreement, unless otherwise expressly provided:

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

(b) Words in the singular include the plural, and words in plural include the singular;

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

(d) The terms "hereunder", "herein", 'ohereof', "hereto" and such similar terms shall refer to the instant Agreement in its entirety and not to individual sections or articles;

(e) The Parties hereto agree that this Agreement shall not be more strictly construed against either the City or the Developer, as all parties are drafters of this Agreement; and

(Ð The recitals are true and comect and are incorporated into and made apart of this Agreement. The attached exhibits shall be deemed adopted and incorporated into the Agreement; provided however, that this Agreement shall be deemed to control in the event of a conflict between the attachments and this Agreement.

J Definitions. Capitalized terms which are not specifically defined herein shall have thc mcaning given in Miami2l.

"Agreement" means this Development Agreement between the City and the Developer. ((CiW'' means the City of Miami, a municipal corporation and a political subdivision of the State of Florida, and all departments, agencies and instrumentalities subject to the jurisdiction thereof.

"City Chartero'means the municipal Charter of the City of Miami

"City Code" or ooCode" means the City of Miami Code of Ordinances.

"City Manager" means the City Manager or his or her designee.

"Comprehensive Plan" means the comprehensive plan known as the Miami Comprehensive Neighborhood Plan, adopted by the City pursuant to Chapter 163, Florida Statutes (2015), meeting the requirements of Section 163.3177, Florida Statutes (2015), Section 163.3178, Florida Statutes (2015) and Section 163.3221(2), Florida Statutes (2015), which are in effect as of the Effective Date. o'Count¡/" means Miami-Dade County, a political subdivision of the State of Florida.

ooDevelopment" means the carrying out of any building activity, the making of any material change in the use or appearance of any structure or land, or the dividing of land into three (3) or more parcels and such other activities described in Section I 63.3221(4) Florida Statutes (20 1 5).

"Development Permit" includes any building permit, zoning permit, subdivision

4 approval, rezoning, certification, special exception, variance, or any other official action of local government having the effect of permitting the development of land. ooEncroachment" includes any area over which the Developer shall have an encroachment or any area which are public right-of-ways including, without limitation, air rights over or under a designated right-oÊway. The Developer shall in such instance separate and apart from this Agreement be required to comply with the Miami-Dade County Public Works Manual and obtain such approvals, permits and enter into such other agreements as is required by the City Code and other applicable laws and regulations .

'oEffective Date" means the date of recordation ofthe executed, originalversion of this Agreement.

"Existing Zoning" is (a) Miami 21 Code, May 2015, specifìcally including the Mana Wynwood SAP Regulating Plan (the "Regulating Plan"), attached hereto and incorporatedhereinasWandConceptBook,andrelatedmodifications to the Transect designations of properties within the SAP Area; and (b) the provisions of the City Charter and Code which regulate development, as amended through the Effective Date.

66X'ire Rescue Impact Fee" shall mean the applicable fire impact fee imposed by and calculated by the City of Miami for the Project under Section l3-10 of the City of Miami Code of Ordinances.

"Fire Station Improvements" means the construction of the Mana Wynwood Fire Station consisting of approximately 11,000 square feet of gross building area for a Fire-Rescue facility to be developed by Developer for the exclusive use of the City of Miami Fire Department.

"Impact Feeso' means a fee imposed by any local government or agency based upon the new development's proportionate share of the average cost of new development including impact fees imposed by Miami-Dade County, the City of Miami and the Miami-Dade County Public School System, as applicable .

66lmpact F'ee Credit" means the credit applied by the City to satisfy the applicable pro-rated portions of the following : (l) Fire Rescue Impact Fees for the Project, as set forth in Section 13-10 of the City Code; (2) Impact Fees generated by the development of the Fire Station Improvements on the Property, as set forth in Sections l3-9 thru 13-12 of the City Code; and (3) Park Impact Fees for the Project, as set forth in Section 13-12 of the City Code.

*Land' means the earth, water, and air, above, below, or on the surface and includes any improvements or structures customarily regarded as land. o'Land Development Regulations" shall be as defined in Section 62-11 of the City Code of Ordinances and includes the City's Comprehensive Plan regulations and

5 Miami 21.

o.Miami 2L" means City Ordinancel3l l4 as amended, through the Effective Date.

"Laws" means all ordinances, resolutions, regulations, comprehensive plans, land development regulations, and rules adopted by a local government affecting the development of land.

"Park Impact Fee" means the applicable parks and recreation impact fee imposed by and calculated by the City of Miami for the Project under Section l3-12 of the City of Miami Code of Ordinances.

"Planning Director" means the Director of the city's Planning and zoning Department or his or her designee. íProperty Interest" means any interest or rights in real property or appurtenances of the Property, including but not limited to, fee simple, leasehold, master covenants, condominium, transferable development rights, air rights, easements, and licenses, however acquired, including any interests or rights in real property acquired through ground lease(s) in an arm's length conveyance, foreclosure, deed in lieu of foreclosure, or any other realization on a security interest in real property.

66Public Facilities" means major capital improvements, including, but not limited to, transportation, sanitary sewer, solid waste, drainage, potable water, educational, parks and recreational, streets, parking and health systems and facilities.

"Public open spaceso' collectively means those certain areas assigned by Developer within the sAP Area for open space, cenúalized public open Space and civic Space Type purposes and consisting of a minimum of approximately two hundred nineteen thousand four hundred and thirty three (219,433) square feet of area. The Public open spaces shall generally be unimproved by permanent buildings, open to the sky and reserved for public use, as further provided and modified by this Agreement, the Concept Book and the Regulating Plan.

"sAP Area" means the properties which comprise the Mana wynwood sAp as depicted on the boundary map and legal descriptions attached as Exhibit o'4". oospecial Area Plan" or "sAP" refers to the Mana wynwood Special Area plan, including the Regulating Plan and Concept Book.

"zone, East" or "East zone" means those lots and/or properties encompassed within the SAP Area and generally located east of NW 5th Avenue, as depicted and described in the Concept Book. ('zone, west" or "west zon€' means those lots andlor properties encompassed within the SAP Area and generally located west of NW 5th Avenue, as depicted and described in the Concept Book.

6 4 Purpose. The purpose of this Agreement is for the City to authorize the Developer to redevelop the Property pursuant to the Mana Wynwood SAP. This Agreement will establish, as of the Effective Date, the land development regulations that will govern the development of the Property, thereby providing the Developer with additional certainty during the development process. This Agreement satisfies the requirements of Section 3.9.1(Ð, Miami 21.

5 Intent. The Developer and the City intend for this Agreement to be construed and implemented so as to effectuate the purpose of the Regulating Plan and Concept Book, this Development Agreement, the Comprehensive Plan, Miami 21, the City Chafter, the City Code, and the Florida Local Government Development Agreement Act, Sectio ns I 63 .3220-1 63 .3243, Florida Statutes (20 I 5).

6. Lesal Description of Land. Names of Legal Owners" Applicability. This Agreement only applies to the SAP Area, as identified and legally described in Exhibit'04". The Property's legal and equitable owners are listed along with the legal descriptions in Exhibit "4."

7 Term of Asreement. Effective Date and Bindine Effect. This Agreement shall have a term of thirty (30) years from the Effective Date and shall be recorded in the public records of Miami-Dade County and filed with the City Clerk. The term of this Agreement may be extended by mutual consent of the Parties subject to public hearing(s), pursuant to Section 163.3225, Florida Statutes (2015). This Agreement shall become effective on the Effective Date and shall constitute a covenant running with the land that shall be binding upon, and inure to, the benefit of the Parties, their successors, assigns, heirs, legal representativeso and personal representatives.

8. Zoning Permitted Development Uses. Buildins Densities and Intensities.

(a) Mana Wynwood SAP Designation. The City has designated the Property as "Mana Wynwood SAP" on the official ZoningAtlas of the City, pursuant to the applicable procedures in Miami 2l.The Regulating Plan and Concept Book provide for any deviations from the underlying regulations of Miami 2l.In approving the Mana Wynwood SAP, the City has determined that the uses, intensities and densities of development permitted thereunder are consistent with the Comprehensive Plan and the Existing Zoning.

(b) Densitv- Intensitv. [J and Buildine Heiehts.

As of the Effective Date and pursuant to the Mana Wynwood SAP, the density and intensity proposed for the SAP are permitted by the Existing Zoning and are consistent with the Comprehensive Plan. ll As of the Effective Date and pursuant to the Mana Wynwood SAP, the Uses proposed for the SAP are permitted by the Existing Zoning and are consistent with the Comprehensive Plan.

7 lll As of the Effective Date and pursuant to the Mana Wynwood SAP, the Heights proposed for the SAP are permitted by the Existing Zoning and are consistent with Miami 2l and the densities are consistent with the presently adopted Comprehensive Plan.

IV Nothing herein shall prohibit the Developer from requesting a change of zoning, pursuant to Article 7 of Miami 21, to increase the density or intensity of development permitted by the Existing Zoning, by amendment of the Mana Wynwood SAP and this Agreement.

9. Prohibition on Downzonins.

(a) The Comprehensive Plan, this Agreement, and the Mana Wynwood SAP shall govern development of the SAP Area for the duration of the Agreement. The City's Laws and policies adopted after the Effective Date may be applied to the SAP Area only if the determinations required by Section 163.3233(2), Florida Statutes (2015) have been made after thirty (30) days written notice to the Developer and after a public hearing or as otherwise provided herein.

(b) Pursuant to Section 163.3245(3), Florida Statutes (2015), this prohibition on downzoning supplements, rather than supplants, any rights that may vest to the Developer under Florida or Federal law. As a result, the Developer reserves the right to challenge, and the City reserves the right to enact, any subsequently adopted changes to land development regulations which are in conflict with this Agreement on (a) common law principles including, but not limited to, equitable estoppel and vested rights, or (b) statutory rights which may accrue by virtue of Chapter 70, Florida Statutes (2015).

10. Future Development Review. Future development within the SAP Area shall proceed pursuant to the Regulating Plan and Concept Book attached hereto. The criteria to be used in detennining whether future development shall be approved are: consistency with the Comprehensive Plan, Miami 27, this Agreement, and substantial compliance with the Mana Wynwood SAP, as applicable.

11. Environmental. The City finds that the Project will confer a significant net improvement upon the publicly accessible tree canopy in the area. The City and the Developer agree that the Developer will comply with the intent and requirements of Chapter l7 of the City Code, by performing tree replacement as follows.

(a) Off-site replacement trees. Notwithstanding the requirements of Section l7-6(e) of the City Code, where tree replacement within the SAP Area is not possible, the Developer may perform tree replacement on public property in the following order of priority: (i) within the SAP Area's Public Open Space; (ii) within a one (l) mile radius of the SAP Area; or (iii) within any City park subject to approval by the City. Particular emphasis shall be paid to tree replacement along NRD-I corridors and thoroughfares as identified by the I NRD-I Street Masterplan. The Developer further agrees to work with the Wynwood Business Improvement District (BID) to identify locations for, and coordinate the placement of said replacement trees. The City further agrees to facilitate the permitting and planting of replacement trees on all publicly owned property within the SAP Area, within a one (l) mile radius of the SAP Area and within City parks. The Developer agrees to water, trim, root, prune, brace, or undertake any other necessary maintenance of the trees it plants, as may be required by the City's Public Works Department, for the term of this Agreement. The Developer further agrees to warrant each off-site replacement tree for one (1) year after the date of installation. The Developer shall be responsible for the adequate maintenance and care of such trees for the term of this Agreement.

(b) SAP Area tree installation. maintenance and guarantee. For all trees placed within the SAP Area, the Developer shall install any needed irrigation and corresponding water meters to support the growth of trees located within the right-oÊway. The Developer shall agree to water, trim, root, prune, brace, or undertake any other necessary maintenance as may be required for trees located within the SAP Area for the term of this Agreement. The Developer further agrees to warrant each SAP Area tree for one (1) year after completion of the installation.

(c) Tree replacement charl. The tree replacement chart below, shall be used to determine whether the Developer has satisfied the tree replacement requirements for any particular parcel of land as set forth in Section 17-6(a) of the City Code. The chart below shall replace and supersede Chart 17.6.1.1 in the City Code.

Tree Replacement Chart

Total diameter of tree(s) to be Total inches of replacement DBH removed (sum of inches at DBH) required (12'minimum tree heiehÐ z-) 2" 4r_ 6n 4" 7n_72[ 8t'

1 3"-1 8" 12" 19"- 24" 16" 25u- 30" 20" 3l "- 36" 24" 37u- 42" 28" 43"- 48" 32" 49"- 60" 40"

To determine whether the replacement requirements have been satisfied, calculate the total sum in inches of the diameter of the trees removed. The size of the replacement trees diameter at breast height (DBH) must equal the total inches of replacement DBH set forth in the above chart. Diameter measurement shall be 9 rounded up to the nearest inch. If the sum of the diameter of trees to be removed exceeds a total of 60 inches, the additional inches shall be added cumulatively from the top of the chart, down to the bottom of the chart, to calculate the number of DBH for replacement trees.

(d) Tree installation. The Developer shall install trees opportunistically within the public right-of-way, subject to approval by the City.

12. Street Closure and Vacation. A critical element to the success of the SAP Area's Pubic Open Space is increasing the pedestrian connectivity along the East Zone and West Zone. In accordance with Chapter 55 of the City Code, the Developer intends to seek the vacation and closure of various right-oÊways located in the SAP Area including those certain portions of right-oÊway consisting of NW 22ndLane in the East Zone and NW 23rd Street in the West Zone.

13. Job Creation and Emplovment Opportunities. Generally, the Developer shall consult with local and/or state economic 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 SAP Area.

(a) Construction Employment. The Developer shall use best efforts to work with the City on the following areas:

i. Job Sourcing. The Developer shall require its general contractor(s) to use best efforts to work with the City's Miami Works Initiative to source job opportunities for both skilled and unskilled laborers seeking employment opportunities within the construction industry. ii. Community Business Enterprise ("CBE,), Community Smail Business Enterprise (ooCSBE"), and Small Business Enterprise ("SBE') Participation. The Developer shall require its general contractor(s) to assign a minimum of five percent (5%) of the construction contract value to subcontractors whose firms are certified by Miami-Dade County as CBEs. See, Chapter 18, Article III, City Code, and the City Procurement Ordinance, for a general reference to this program.

iii. Local Workforce Participation. The Developer shall require its general contractor(s) to employ a minimum of five percent (5%) of on-site labor from persons residing within the corporate municipal boundaries of the City. See, Chapter 18, Article III, City Code, and the City Procurement Ordinance, for a general reference to this program.

(b) Other Employment. The Developer anticipates that the Project will generate a significant number of employment opportunities in the following sectors: media and technology, hospitality, retail, trade, exhibition, education and the arts. The Developer shall use best efforts to work with local schools and local andlor state economic development entities to place qualified program l0 graduates and participants in employment opportunities within the SAP Area. The Developer will work with the district Commissioner, City staff and the Wynwood BID to gather recommendations on how to best implement construction employment and will furnish quarterly reports on the status of its effort to identified City officials.

14. Public Benefits.

(a) Public Open Spaces. As consideration for certain modifications to standards set forth in the City's land development regulations, the Developer hereby agrees to provide public open spaces in the SAP Area in excess of the minimum Open Space requirements of Miami 21, as follows:

Public Open Spaces. The Developer agrees to provide a minimum of approximately two hundred nineteen thousand four hundred and thirty three (219,433) square feet of area in the East and West Zones of the SAP Area of Open Space, cenûalized Open Space and Civic Space Type (collectively, the "Public Open Spaces"), in substantial accordance with this Agreement, the Regulating Plan and Concept Book. The Public Open Spaces shall encompass and consist of the following:

a) Open Space. Developer assigns a minimum of approximately fifty eight thousand two hundred eighty seven (58,287) square feet of area as Open Space in the East and West Zones of the SAP Area, in substantial accordance with this Agreement, the Regulating Plan and Concept Book.

b) Centralized Open Space. Developer shall design and program a centralized public Open Space consisting of a minimum of approximately one hundred ten thousand (l 10,000) square feet of area in the East and West Zones of the SAP Area (the "Centralized Open Space") (also referred to as the "Mana Commons"), in substantial accordance with this Agreement, the Regulating Plan and Concept Book.

c) Civic Space Type. The Developer assigns a minimum of approximately fifty one thousand one hundred forty six (51,146) square feet of area in the East and West Zones of the SAP Area to Civic Space Types (the "Civic Space"), in substantial accordance with this Agreement, the Regulating Plan and Concept Book. The Developer may be allowed to temporarily restrict access to a portion of the Civic Space for temporary and special events, including those events described in Section 19 of this Agreement. However, at all times a ll minimum of frve percent (5%) of the total area of the SAP Area, including the Public Open Spaces, shall be open and accessible to the public.

ii. The general location and dimensions of the Public Open Spaces shall be substantially in accordance with this Agreement, the Regulating Plan and Concept Book, or, as otherwise mutually agreed by the Developer and the City.

iii. The Developer shall not be required to dedicate or reserve any land within the Property.

iv. The Developer will retain ownership of the Public Open Spaces but shall allow public access to the Public Open Spaces as provided in this Agreement.

From time to time, the Developer may sponsor or similarly partner with organizations to hold temporary and special events in the SAP Area, including in and around the Public Open Spaces pursuant to the terms and requirements of this Agreement, the Regulating Plan and the applicable provisions of the Code and applicable permitting and regulatory requirements.

vi. The Developer shall maintain and operate the Public Open Spaces, including pursuant to any applicable maintenance standards as mutually agreed by the City and Developer.

vii. The Developer shall provide the Public Open Spaces in phases or portions of phases in substantial accordance with the Mana Wynwood SAP phasing schedule provided in Sheet Al-12 of the Concept Book. viii. Public Open Space Improvements. The Developer shall make certain public improvements to the Centralized Open Space and Civic Space, including but not limited to: paving, hardscaping, landscaping, utilities and infrastructure improvements, public art, lighting and seating ("Public Open Space Improvements"). The final design of the Public Open Space Improvements shall be reviewed by the Wynwood Design Review Committee (WDRC) and approved by the Planning Director prior to issuance of a building permit for such improvements.

Temporar)¡ Open Space Improvements. Temporary improvements to the Centralized Open Space will be provided in Phases 2 and 3 in the East Zone of the SAP Area. Such temporary improvements are described in the SAP Public Improvements Phasing Schedule and include but are not limited to: painted finish surfaces with artistic patterns, planting features and pop-up artistic type seating areas as also depicted in the Concept Book. The design of these

12 Temporary Open Space Improvements shall be reviewed and approved by the Planning Director.

ii. Phasinq of Public Ogen Space Improvements. The Developer shall complete improvements and enhancements to the Centralized Open Space and Civic Space in substantial accordance with the SAP Public Improvements Phasing Schedule attached hereto as Exhibit "D". The Public Open Space Improvements shall be completed in phases or portions of phases in substantial accordance with the SAP Public Improvements Phasing Schedule. The proportionate share of the construction of the Public Open Space lmprovements shall be calculated prior to the issuance of each vertical building permit for each phase or portion of phase of the Project. The design of all Public Open Space Improvements, including temporary improvements, shall be reviewed by the WDRC and approved by the Planning Director prior to the commencement of Phase 2.

lll Final Public Open Space Improvements. At the completion of Phase 3, one hundred percent (100%) of the Public Open Space Improvements in the East Zone shall be completed and finalized. At the completion of Phase 4, one hundred percent (100%) of the Public Open Space Improvements in the West Zone shall be completed and finalized.

(b) Street Risht-of-Way and Landscape Improvements. The Developer shall landscape and construct improvements to certain right-oÊways immediately fronting properties within the SAP Area (NW 5th Ave, NW 6th Ave, NW 2nd Ave, NW 24th Street, NW 22nd Street, NW 23rd Street) and certain portions of the right-of-way fronting non-SAP properties (NW 24th Street), in phases or portion of phases in substantial accordance with the SAP Streetscape Plan of the Concept Book and the SAP Public Improvements Phasing Schedule attached hereto as Exhibit "D". Such improvements shall include but not be limited to: sidewalks designed to accommodate increased pedestrian activity; bicycle routes; landscaping, paving and hardscape improvements; right of way improvements; art; utilities, telecommunications, and infrastructure improvements; thoroughfares; and streetscape. In order to further foster a uniform aesthetic between the SAP Area and surrounding areas, the Developer agrees to coordinate landscaping and right-of-way design and improvements with the Department of Public Works, Wynwood BID and NRD-I Streetscape Design, including Shared Streets as identified in the Concept Book. The proposed right-oÊway improvements described herein shall be reviewed and approved by the City's Planning Department and Zoning Department, and Public Works Department.

(c) Parks Impact Fee Credit Aereement. The Parties agree that in consideration of the Developer's contribution of the Public Open Spaces and construction of the

l3 Public Open Space Improvements, the City will grant the Developer credit against the impact fees due for the Mana Wynwood SAP as provided below:

i. Parks Impact Fee Credit. The City finds that the Developer's contribution of the Public Open Spaces and related improvements provide more land, Open Space, enhancements, landscape and hardscape features than necessary to accommodate the demand for park and recreation facilities generated by the residential component of the Mana Wynwood SAP. Accordingly, the City shall review Developer's impact fee petition and may grant the Developer credit in the ascertainable amount of the Developer's contribution against the Parks Impact Fees otherwise due for the overall development of the SAp Area, as provided in Section 13-12 of the City Code.

(d) Mana Wlznwood Fire Station Improvements. As consideration for certain modifications to standards set forth in the City's land development regulations, the Developer hereby agrees to construct a new fire station, within the SAP Area or off-site within two thousand (2,000) fect of thc SAP Area, for the exclusive use and benefit of the City and its residents and to lease the fire station to the City, subject to substantial accordance with the terms and conditions set forth in this Agreement (the "Mana Wynwood Fire Station Improvements"). The Mana Wynwood Fire Station Improvements shall be completed prior to the construction of four million five hundred thousand (4,500,000) square feet of new Floor Area or FLR within the SAP Area. The City Manager is hereby authorized to administratively negotiate and execute agreements with the Developer for the location, design, constructiono and lease of the Mana Wynwood Fire Station pursuant to the terms provided herein and in substantial accordance with the following:

i. Fire Station Improvement Development Parameters. The Developer's construction of the Mana Wynwood Fire Station shall be limited to the structure containing the Mana Wynwood Fire Station, assigned,reserved and dedicated parking spaces consisting ofnot less than 16 parking spaces for such facility, and reasonable utilities and telecommunications . Construction of the Mana Wynwood Fire Station shall not include any other property, amenities or equipment not mentioned or implied in this Agreement; provided, however, that incidental and supplemental amenities or equipment may be included if mutually agreed upon by the City and Developer. Construction of the Mana Wynwood Fire Station shall meet the following minimum requirements, as permitted by the City:

a. Intensit),. The building Floor Area for the Mana Wynwood Fire Station shall not exceed eleven thousand (l 1,000) gross square feet (inclusive of mechanical and common areas).

t4 b. Parking. A total of sixteen (16) assigned or dedicated on-site parking spaces shall be provided for the use of the Mana Wynwood Fire Station.

c. Utilities. The Developer shall provide reasonable utilities including water lines, sewer lines, electric service, telephone service, and telecommunication and information technology lines in a sufficient operational state required to support the Mana Wynwood Fire Station.

d. The Fire Station and the 16 reserved and assigned parking spaces will be leased to the City in a Lease Agreement in a form acceptable to the City Managero the Planning Director, and the Director of Real Estate and Asset Management ("Dream") , and the City Attorney as to legal form , for a term of not less than ninety nine (99) years at a rent of no more than ten (10) dollars a year. The City will not be assessed any taxes, assessments, charges, dues , fees impositions or similar costs for its use of this property as a Fire Station which it is agreed serves a valid municipal public purpose.

(e) NRD-l Public Benefits Contributions. The development of the Project will utilize the City's Public Benefits Program for the purposes of obtaining bonus Height, as permitted under Section 3.14 of the Regulating Plan, through the contribution of ceftain public benefits including:

l. Contribution to the NRD-1 Public Benefits Trust Fund, as required by Section 3.14.6(c) of the Regulating Plan. A minimum of thirty-five percent (35%) of these cash contributions made to the NRD-I Public Benefrts Trust Fund to be allocated towards affordable/workforce housing pursuant to Section 62-645(d) of the City Code shall be satisfied or allocated to development of Affordable/Workforce Housing within the SAP Area.

ii. The completion of certain improvements and enhancements as follows: Public Open Space Improvements, the Mana Wynwood Fire Station Improvements and Street Right of Way and Landscape Improvements, as described herein (collectively, the "SAP Public Improvements"). The Planning Director has the authority to replace, allocate, shift and modify the Developer's Public Benefits contributions and SAP Public Improvements Phasing Schedule, including the approval of additional contributions. Following ten (10) years from the Effective Date, in the event the Project andlor approved Public Benefit contributions have not been completed, the Planning Director shall have the authority to abandon the Mana Wynwood SAP Public Benefits Program and require the Developer to tender direct Public Benefit contribution payments to

15 the NRD-I Public Benefits Trust Fund for the provided benefit Height.

15. Mana Wvnwood Fire Station

(a) Development Entitlements. The City, as applicant, shall apply for and diligently pursue any and all zoning, land use andlor other approvals and entitlements with the City, County and other governmental agency required to permit the development and use of the Mana Wynwood Fire Station. The City shall take any other reasonably necessary administrative action as required to permit the Community Support Facility use for the development of the Mana Wynwood Fire Station, including but not limited to, land use amendments, Waiver, Warrant, Exception or Variance (o'Fire Station Approvals"). All Fire Station Approvals are subject to the processes required by state and local laws, and may require public hearings, and nothing in this Agreement shall be construed as a waiver of the City's governmental or police powers with regard to the Fire Station Approvals.

(b) Mana Wynwood Fire Station Lease. The Developer will retain ownership ofthe Mana Wynwood Fire Station but shall grant the City an exclusive leasehold interest ("Lease Agreement") for the use and occupation of the Mana Wynwood Fire Station. The Developer and the City shall enter into a Lease Agreement to assign their respective responsibilities and obligations for the use and occupation of the Mana Wynwood Fire Station. The City Manager and the Developer shall execute a Lease Agreement in substantial accordance with the following terms:

Rate. The Lease Agreement shall set an annual rate of ten dollars ($10.00) payable to the Developer by the City on a predetermined date.

ll. Occupancy. The City will be permitted to take possession of the Mana Wynwood Fire Station upon issuance of a Temporary Certifrcate of Occupancy by the City and pursuant to the execution of the Lease Agreement.

ll t. Term. The Lease Agreement shall expressly be for an initial term of one hundred (100) years with two subsequent automatic extensions for a period ofninety-nine (99) years each.

IV Nuisance. The Lease Agreement shall expressly prohibit the use of sirens by incoming and outgoing Fire Department service vehicles in order to avoid disturbance and nuisance to visitors, tenants, residents and neighbors.

Parking. The Lease Agreement shall dedicate or assign sixteen (16) parking spaces for the exclusive use of the Mana Wynwood Fire Station.

t6 VI Condominium or Other Forms of Ownership. The Lease Agreement shall expressly reserve the Developer's right to convert the SAP Area, or pafts thereof, including the Mana Wynwood Fire Station, to a condominium or other collective form of ownership subject to a master covenant at any time. The City hereby expressly agrees and grants its' prospective consent to permit the conversion of the SAP Area, including the Mana Wynwood Fire Station, to a condominium or other collective form of ownership subject to a master covenant. In the event that a portion of the SAP Area or Mana Wynwood Fire Station is to be converted to a condominium or other collective form of ownership, the Developer shall convey and the City shall accept the Mana Wynwood Fire Station in fee simple to the City in exchange for consideration of a one-time payment of ten dollars ($10.00) by the City. vll. Utilities and Ongoing Expenses. The City shall be responsible for the payment of all utilities (including but not limited to electricity, water and sewer services) whether private or public, and operational expenses (including but not limited to maintenance costs) directly serving and solely attributable to the use of the Mana Wynwood Fire Station. Separate meters shall be installed by the Developer for electrical and water utilities for the Mana Wynwood Fire Station, at Developer's sole cost and expense. The City shall provide and have collected its own dumpster for solid waste removal. vllt Impact Fees. The Developer shall not be required to pay any Fire Impact Fees to the City for the areas dedicated to the Mana Wynwood Fire Station.

IX Taxes. The City's use of the Mana Wynwood Fire Station is solely for the specific, exclusive municipal public purpose and essential public service of providing a Fire-Rescue Station for the Wynwood area and is not subject to ad-valorem taxation. In the event the County assesses ad-valorem taxes against the Mana Wynwood Fire Station, the Developer will cooperate with the City to ensure that no taxes are assessed against the Mana Wynwood Fire Station and shall take appropriate action to ensure that the Mana Wynwood Fire Station remains tax exempt, including the conveyance of the Mana Wynwood Fire Station to the City. Notwithstanding anything provided in this Agreement, in no event shall the Developer and its' successors, transfer andlor assigns be responsible for payment of any taxes assessed for the Mana Wynwood Fire Station only, once the City has taken possession of the Fire Station.

X. The Fire Station and the l6 reserved and assigned parking spaces will be leased to the City in a Lease Agreement in a form acceptable to the City Manager, the Planning Director, and the Director of Real Estate t7 and Asset Management ("DREAM"), and the City Attorney as to legal form.

xi. The Developer shalltimely construct, at its own cost, and complete the Fire station substantially in accordance with plans approved by the city Manager, Planning Director and Fire Chief , which will be on file with the city and deemed as being incorporated by reference herein. The Developer will undertake the construction in accordance with all Florida Building Code, City Code, Miami2l requirements, and in compliance with all applicable permitting and regulatory requirements

(c) Fire Impact Fee Credit Agreement. The Parties agree that in consideration of the Developer's construction and lease of the Mana Wynwood Fire Station, the City will grant the Developer credit against the impact fees due for the Mana Wynwood SAP as provided below:

i. Fire Impact Fee credit. The city finds that the Mana wynwood Fire station adds sufficient capacity to the city's fire and rescue system to accommodate the demand generated by development of the SAp Area. Accordingly, the City shall review Developer's impact fee petition and may grant the Developer credit in the amount of the Developer,s ascertainable contribution against the Fire Impact Fee otherwise due for the overall development of the SAP Area including any residential, commercial, or other component of the Mana Wynwood SAp, as provided in Section 13-10 of the City Code.

(d) Public Benefit. The Parties agree that in the event that the City does not obtain the rights to permit the development of the Fire Station, the Parties will negotiate a substitute, comparable public benefit to serve in lieu of the Fire Station. Any amendment to this Agreement must be done in accordance with the procedures set forth in Florida Statutes and City laws and regulations. The city does not waive its police power, and nothing in this paragraph shall be construed to waive or abrogate the city's police power with regard to the review and approval or disapproval of this Agreement or an amendment to this Agreement.

16. Valet Parking. The Developer intends to establish a uniform valet system to service the SAP Area generally. In accordance with Sections 35-305 and 35-306 of the City Code, as amended, the maximum allowed valet permits may be issued for the operation of a valet parking area on the same side of the block where the permit applicant is the operator of the uniform valet system.

17. Parkins Manasement Program. Parking within the sAp Area shall be implemented through a parking management program. The parking management program shall track existing and anticipated parking through an interactive spreadsheet maintained by the Planning Director (the "Parking Management Program"). Parking usage shall be debited from the total parking pool available t8 within the SAP Area. Parking availability shall be added to the total parking pool available within the SAP Area. The Parking Management Program shall incorporate the parking plans attached hereto assþiffi. The numbers and figures provided in the Parking Management Program may be revised and updated accordingly from time to time by the Planning Director including at such times as certain interim parking is discontinued and permanent parking becomes available.

(a) Interim Parkine. For the purposes of accommodating the phased development of the Project, interim and temporary parking on conditionally, unimproved and partially improved lots by valet service shall be permitted in order to satisfy required parking under Miami 2l and the Regulating Plan. Notwithstanding the requirements of Sections 62-543 and 62-544 of the Code, interim parking shall be permitted in the SAP Area without having to comply with permanent parking requirements on the proposed interim lots identified in the Parking Management Program. The Planning Director shall approve the design of the interim parking lots prior to issuance of a building permit for improvements. In the event that valet service is no longer provided for interim parking in the SAP Area, the Developer shall comply with the applicable parking requirements.

(b) Permanent Parking. The Developer shall construct permanent parking facilities to serve the SAP Area by the completion of Phase 3 or prior thereto, in compliance with the parking requirements of the Regulating Plan ("Permanent Parking Facilities"). Permanent Parking Facilities may consist of centralized parking facilities and/or structured parking facilities as accessory and/or principal uses.

18. Alcoholic Beverase Sales. The Property is located within the Mana Wynwood SAP T5-O, T6-8a-O, T6-8b-O, andT6-12-O Transect Zoneso as depicted in Miami 2l and the Mana Wynwood SAP.

(a) Retail Specialty Center Desienation. Pursuant to Chapter 4 of the City Code, two (2) retail specialty centers are hereby designated for properties located within the SAP Area. The West Zone Retail Specialty Center shall consist of all properties located within the West Zone of the SAP Area. The East Zone Retail Specialty Center shall consist of all properties located within the East Zone of the SAP Area. The maximum number of establishments selling alcoholic beverages permitted within retail specialty centers in the SAP Area shall not exceed five (5) per individual retail specialty center, 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 (e.g. bona fide, licensed restaurants with a 2-COP, 2-COP SRX, 4-COP, 4-COP SRX, or equivalent license). Alcoholic Beverage Service Establishments are permitted within the SAP Area as provided in Article 4, Table 3 of the Regulating Plan. Notwithstanding the requirements of Sections 4-7 and 4-10 of the City Code, restrictions relating to the maximum number and location of alcoholic beverage establishments, including but not limited to, required distances from churches, residential districts, schools and other alcoholic t9 beverage establishments, whether within or outside the sAP Area, shall not be applicable to establishments within the SAP Area.

t9. Temno Uses. Temporary uses within the SAP Area shall be governed by the laws and regulations of the City, including Chapter 62 of the City Code. Additionally, temporary food and beverage sales within temporary structures located in the T5-O properties fronting NW 2nd Avenue shall not be permitted without the consent and approval of the Director of the Wynwood Business Improvement District, which shall not be unreasonably withheld or refused. .

20. Phased Development. The Developer and the City agree that the Project may be developed by multiple parties in multiple phases over the life of the Project.

(a) Phased Development of West Zone.

i. A building permit for the development of a Building located in the West Zone exceeding twelve (12) Stories and up to sixteen (16) Stories in Height may not be issued until Developer has complcted or obtained a building permit for the development of a minimum of twenty-five percent (25%) of the total permitted Base FLR in the East Zone.

ii. A building permit for the development of a Building located in the West Zone exceeding sixteen (16) Stories and up to twenty (20) Stories in Height may not be issued until Developer has completed or obtained a building permit for the development of a minimum of thirty percent (30%) of the total permitted Base FLR in the East Zone.

iii. A building permit for the development of a Building located in the West Zone exceeding twenty (20) Stories and up to twenty-four (24) Stories in Height may not be issued until Developer has completed or obtained a building permit for the development of a minimum of thirty-five percent (35%) ofthe total permitted Base FLR in the East Zone. (b) Phased Development of East Zone. Residential development (excluding Lodging and Affordable/Workforce Housing) within the East Zone shall not exceed twenty-five percent (25%) of the totalpermitted residential density for the East Zone for a period of seven (7) years from the Effective Date of this Agreement. No other restrictions on residential development shall apply following the expiration of this time period.

21. Maintenance of Artwork. Developer covenants that it shall provide all maintenance necessary to preserve artwork provided on building's facades located in the SAP Area in good condition and in accordance with established procedures for the maintenance and conservation of artwork. Should any such building containing artwork be declared to be either a common area or a common property to be maintained by a condominium, master, or homeowner's association organized, 20 existing, and recognizedto be in good standing under applicable State of Florida laws (the "Governing Association"), such Governing Association shall be responsible, as successor to the Developer, for all of the maintenance obligations under this provision.

22. Compliance With Fire/Life Safetv Laws. The Developer shall at all times in the development and operation of the Project comply with all applicable laws, ordinances and regulations including life safety codes to insure the safety of all SAP Area and City residents and guests. Specifically and without limitation, the Developer will install and construct all required fire safety equipment and water lines with flow sufficient to contain all possible fire occurrences.

23. Formation of Communitv Development District. In the event the creation of a Community Development District ("CDD") is approved for the Project, the CDD may assume the Developer's responsibility under this Agreement without the City's approval (o'Assumption"). Notice of the Assumption, including copies of the executed documents memorializing the Assumption, shall be provided to the City as detailed in this Agreement.

24. Local Development Permits. The Project may require additional permits or approvals from the City, County, State, or Federal government and any division thereof. Subject to required legal process and approvals, the City shall make a good faith effort to take all reasonable steps to cooperate with and facilitate all such approvals. Such approvals include, without limitation, the following approvals and permits and any successor or analogous approvals and permits:

(a) Waiver(s), Warrant(s), Exception(s), Variances, or SAP Permits;

(b) Subdivision plat and/or waiver of plat approvals;

(d) Street Vacations and Closures;

(e) Covenant or Unity of Title acceptance and the release of any existing unities, covenants or Declarations of Restrictions;

(Ð Water and Sanitary Sewage Agreement(s);

(g) Paving and Drainage Plans and Permits;

(h) Tree Removal Permits;

(i) Demolition Permits;

c) Environmental Resource Permits;

21 (k) Miami-Dade Transit approvals;

0) Federal Aviation Administration and Miami-Dade Aviation Department determination(s) and approval(s);

(m) Right of Way Encroachment permits or licenses;

(n) Miami Parking Authority approvals;

(o) Any other offrcial action of the city or other government agency having the effect of permitting development within the SAP Area;

(p) Building permits;

(q) Certificates of use andlor occupancy;

(r) Stormwater permits; and

(s) Any other offrcial action of the city" county, or any other government agency having the effect of permitting development of the SAP Area.

In the event that the City substantially modifies its land development regulations regarding site plan approval procedures, authority to approve any site plan for a project in the SAP Area shall be vested solely in the City Manager, with the recommendation of the Planning Director. Any such site plan shall be approved if it meets the requirements and criteria of the Existing zoning, the comprehensive Plan and the terms of this Agreement.

25. Necessitv of Complving with Regulations Relative to Development Permits. The Developer and the City agree that the failure of this Agreement to address a particular permit, condition, fee, term, license, or restriction in effect on the Effective Date shall not relieve the Developer of the necessity of complying with the regulation goveming said permitting requirements, conditions, fees, terms, licenses, or restrictions. Pursuant to Section 163.3241, Florida Statutes (2015), if state or federal laws are enacted after the execution of this Agreement which are applicable to and preclude the parties' compliance with the terms of this development agreement, this Agreement shall be modified or revoked as is necessary to comply with the relevant state or federal laws.

26. Consistencv with Comprehensive Plan. The City finds that development of the SAP Area is in conformity with the Existing Zoning and is consistent with the Comprehensive Plan. As of the Effective Dateo the Developer is conducting an extensive analysis of the Public Facilities available to serve the Project. In the event that the Existing Zoning or the Comprehensive Plan requires the Developer to provide additional Public Facilities to accommodate the Project, the Development will provide such Public Facilities consistent with the timing requirements of Section I 63.3 1 80, Florida Statutes (20 I 5). The Developer shall be bound by the City impact fees and assessments in existence as of the date of obtaining a building permit, per

22 Chapter 13 of the Code, except as modifìed by the terms of this Agreement including any waiver of impact fees expressly approved herein.

27. Cooperation. Expedited Permittins and Time is of the Essence. The Parties agree to cooperate with each other to the full extent practicable pursuant to the terms and conditions of this Agreement. The Parties agree that time is of the essence in all aspects of their respective and mutual responsibilities pursuant to this Agreement. The City shall use its best efforts to expedite the permitting and approval process in an effort to assist the Developer in achieving its development and construction milestones. The City will accommodate requests from the Developer's general contractor and subcontractors for review of phased or multiple permitting packages, such as those for excavation, site work and foundations, building shell, core, and interiors. In addition, the City will designate an individual within the City Manager's office who will have aprimary (though not exclusive) duty to serve as the City's point of contact and liaison with the Developer in order to facilitate expediting the processing and issuance of all permit and license applications and approvals across all of the various departments and offices of the City which have the authority or right to review and approve all applications for such permits and licenses. Notwithstanding the foregoing, the City shall not be obligated to issue development permits to the extent the Developer does not comply with the applicable requirements of the Existing Zoning, the Comprehensive Plan, this Agreement and applicable building codes.

28. Reservation of Development Rishts.

(a) For the term of this Agreement, the City hereby agrees that it shall permit the development of the Property in accordance with the Existing Zoning, the Comprehensive Plan and this Agreement.

(b) Nothing herein shall prohibit an increase in the density or intensity of development permitted on the Property in a manner consistent with (1) the Existing Zoning and/or the Comprehensive Plan, (2) any zoning change subsequently requested or initiated by the Developer in accordance with applicable provisions of law or (3) any zoning change subsequently enacted by the City.

(c) The expiration or termination of this Agreement shall not be considered a waiver of, or limitation upon, the rights, including, but not limited to, any claims of vested rights or equitable estoppel, obtained or held by the Developer or its successors or, assigns to continued development of the Property in conformity with ExistingZoning and all prior and subsequent approved development permits or development orders granted by the City.

29. Miami Trolley. The Developer acknowledges that the City is currently planning to extend its trolley system further into Wynwood and that this expansion may traverse or abut the SAP Area. The Developer agrees to cooperate with the City so that any portion of the trolley route which runs through or is adjacent to the SAP Area can be

23 accommodated within the dedicated public rights-oÊway. The City agrees to evaluate whether at least one (1) trolley stop can be incorporated into the Project.

30. Annual Report and Review.

(a) This Agreement shall be reviewed by the City annually on the anniversary of the Effective Date of this Agreement. The Developer, or its assign, shall submit an annual report to the City for review at least thirty (30) days prior to the annual review date. The report shall contain a section by section listing of what obligations have been met and the date finalized as good faith compliance with the terms of this Agreement. The City Manager shall review the annual report and accept if found to be in compliance.

(b) If the City finds, on the basis of substantial competent evidence that there has been a failure to comply with the terms of the agreement, the City shall provide the Developer with a fifteen (15) day written notice and an opportunity to cure the non-compliance. The Developer shall have forty five (45) days after the expiration of the fifteen (15) day notice period to begin to addrcss or curo the non-compliance, after which the Agreement may be revoked or modifìed by the City Commission following two (2) duly noticed public hearings. The obligation to submit an annual report shall conclude upon the date on which the Agreement is terminated.

31. Notice. All notices, demands and requests which may or are required to be given hereunder 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 ovemight express delivery, such as Federal Express, to the Parties at the addresses listed below. Any notice given pursuant to this 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 Citv:

City Manager City of Miami 3500 Pan American Drive Miami, Florida 33133

With copies to

City Attorney Miami Riverside Center 444 S.W. 2nd Ave., 9th Floor Miami, Florida 33130

24 To the Developer:

Mr. Moishe Mana Mannigan Holdings, LLC 215 Coles Street Jersey City, New Jersey 07310

With copies to:

Greenberg Traurig, P.A Iris Escarra, Esq. Carlos R. Lago, Esq. 333 SE 2nd Avenue Suite 4400 Miami, Florida 33131

Any Party to this Agreement may change its notification address(es) by providing written notification to the remaining parties pursuant to the terms and conditions of this section.

32. Joinder.

a) If the Developer, its successor or assigns, acquires fee simple title to a property not included in this Agreement subsequent to the Effective Date, the Developer may incorporate such property into this Agreement, subjecting it to the rights and obligations established hereunder, provided that the Developer executes the Joinder Form and Acknowledgement of Joinder attached hereto as Exhibit 66F". Once executed, the Developer shall record the executed Joinder Form in the public records of Miami-Dade County and file same with the City Clerk.

b) The Parties agree that any property which is incorporated into the Agreement through this Joinder provision shall be subject to the Existing Zoning, the Comprehensive Plan and the terms of this Agreement. In the event that the City does not afford any subsequently incorporated property with the protections of the Existing Zoning, the Comprehensive Plan and the terms of this Agreement, the City will be deemed to have breached this Agreement.

c) Nothing herein shall prohibit the Developer from objecting to any policy which would not afford a subsequently incorporated property within the SAP Area as defrned herein which is included in this Agreement by an Amendment with the protections of the Existing Zoning, the Comprehensive Plan and the terms of this Agreement, as applicable.

33. Enforcement. The City, its successor or assigns, and the Developer shall have the right to enforce the provisions of this Agreement. Enforcement shall be by action at law or in equity against any parties or persons violating or attempting to violate any

25 covenants, either to restrain violation or to recover damages or both. The prevailing party in the action or suit shall be entitled to recover, in addition to costs and disbursements allowed by law, such sum as the court may adjudge to be reasonable for the services of its attorney.

34. Modification. In accordance with the Concept Book and this Agreement, the Project may be developed in phases. This Agreement may be modified, amended or released as to any phase, or any portion thereof, by a written instrument executed by the, then, owner(s) of such phase provided that the same is also approved by the City. Any application related to a particular phase, or any portion thereof, shall only require the consent, acknowledgment andlor joinder of the then owner(s) of such phase. In the event that there is a recorded homeowners, master, condominium and/or other association covering the property, any phase or any portion thereof said association may (in lieu of the signature or consent of the individual members or owners), on behalf of its members and in accordance with its afticles of incorporation and bylaws, consent to any proposed modihcation, amendment, or release by a written instrument executed by the association. Any consent made pursuant to a vote of an association shall be evidenced by a written resolution of the association and a certification executed by the secretary of the association's board of directors affirming that the vote complied with the articles of incorporation and the bylaws of the association. For purposes of this Agreement, references to "condominium association" or "association" shall mean any condominium or other association or entity, including master association, as applicable, which governs any portion of the Property.

35. Authorization to Withhold Permits and Inspections. In the event the Developer is obligated to make payments or improvements under the terms of this Agreement or to take or refrain from taking any other action under this Agreement, and such obligations are not performed as required, in addition to any other remedies available, the City is hereby authorized to withhold any further permits, and refuse any inspections or grant any approvals until such time this Agreement is complied with.

36. Exclusive Venue. Choice of Law. Specific Performance. It is mutually understood and agreed by the parties hereto, that this Agreement shall be govemed 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 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 specifïc performance ofthis Agreement in court. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts ate an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and inevocably waive any objections to said jurisdiction. The Parties irrevocably waive any rights to a jury trial.

26 37 . Severability. Invalidation of any of these covenantso by judgment of court in any action initiated by a third pafty, in no way shall affect any of the other provisions of this Agreement, which shall remain in full force and effect.

38. No Oral Chanse or Termination. This Agreement and the exhibits and attachments constitute the entire agreement between the Parties with respect to the components of the Mana Wynwood SAP discussed herein. This Agreement supersedes any prior agreements or understandings between the Parties with respect to the subject matter hereof. No change, modifrcation, or discharge hereof in whole or in part shall be effective unless such change, modification, or discharge is in writing and signed by the Party against whom enforcement of the change, modification, or discharge is sought and after two (2) public hearings before the City Commission. This Agreement cannot be changed or terminated orally.

39. Compliance with Applicable Law. Subject to the terms and conditions of this Agreement, throughout the term of this Agreement, the Developer 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 Party's obligations and performance under this Agreement, all as they may be amended from time to time.

40. Voluntary Compliance. The Parties agree that in the event all or any part of this Agreement is struck down by judicial proceedings or preempted by legislative action, the Parties shall continue to honor the terms and conditions of this Agreement to the extent allow by law.

41. Representations; Representatives. Each Party represents to the other that this Agreement has been duly authorized, delivered, and executed by such Party with the legal authority to do so and therefore this Agreement constitutes the legal, valid, and binding obligation of such party, enforceable in accordance with its terms.

42. No Exclusive Remedies. No remedy or election given by any provision in this Agreement shall be deemed exclusive unless expressly so indicated. Wherever possible, 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.

43. Events of Default.

(a) The Developer shall be in default under this Agreement if any of the following events occur and continue beyond the applicable grace period: the Developer fails to perform or breaches any term(s), covenant(s), or condition(s) of this Agreement, which breach 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, then the Developer shall

27 not be in default if it commences to cure such breach within said thirty (30) day period and diligently prosecutes such cure to completion.

(b) The City shall be in default under this Agreement if the City fails to perform or breaches any term(s), covenant(s), or condition(s) of this Agreement and such failure is not cured within thirty (30) days after receipt of written notice from the Developer specifying the nature of such breach; provided, however, that if such breach cannot reasonably be cured within thirty (30) days, the City shall not be in default if it commences to cure such breach within said thirty (30) day period and diligently prosecutes such cure to completion.

(c) It shall not be a default under this Agreement if either party is declared bankrupt by a court of competent jurisdiction. All rights and obligations in this Agreement shall survive such bankruptcy of any party. The Parties may pursue appropriate remedies in bankruptcy to compel the bankrupt or its representative to assume the Agreement. Notwithstanding the foregoing or anything contained in this Agreement to the contrary, (i) a default by any successor(s) or assignee(s) of the Developer of any portion of this Agreement shall not be deemed to be a breach by (A) the Developer, or (B) any other successor or assignee of the Developer; and (ii) a default by the Developer under this Agreement shall not be deemed to be a breach by any successor(s) or assignee(s) of the Developer of their respective rights, duties, or obligations under this Agreement. For purposes of clarity, the Project may be developed by multiple parties in multiple phases over the next several years. Any actual or alleged default by a 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 or Party with respect to any other portion(s), phase(s), or component(s) of the Project.

44. Remedies Upon Default.

(a) Neither party may terminate this Agreement upon the default of the other party, but shall have all ofthe remedies enumerated herein.

(b) Upon the occurrence of a default by aparty to this Agreement not cured within the applicable grace period, the Developer and the city agree that any party may seek specific performance of this Agreement, and that seeking specific performance shall not waive any right of such party to also seek monetary damages, injunctive relief, or any other relief other than termination of this Agreement. The City hereby acknowledges that any claim for damages under this Agreement is not limited by sovereign immunity or similar limitation of liability.

45. Assiqnment or Transfer. This Agreement shall be binding on the Developer and its heirs, successors, and assigns, including the successor to or assignee ofany Property Interest. The Developer, at its sole discretion, may assign, in whole or in part, this Agreement including any of its rights and obligations hereunder, or may extend the benefits of this Agreement, to any holder of a Property Interest without the prior written consent or any other approval of the City. The City shall be notified in

28 writing within thirty (30) days after any assignment or transfer.

46. Obligations Survivins Termination Hereof. Notwithstanding and prevailing over any contrary term or provision contained herein, in the event of any lawful termination of this Agreement, the following obligations shall survive such termination and continue in full force and effect until the expiration of a one (l) 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 lawprovisions contained herein; (ii) rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement; and (iii) any other term or provision herein which expressly indicates either that it survives the termination or expiration hereof or is or may be applicable or effective beyond the expiration or permitted early termination hereof.

47. Lack of Asencv Relationship. Nothing contained herein shall be construed as establishing an agency relationship between the City and the Developer and neither the 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.

48. Successor(s). Assisns" and Desiqnees. The covenants and obligations set forth in this Agreement shall extend to the Developer, its successor(s) andlor assigns. Nothing contained herein shall be deemed to be a dedication, conveyance or grant to the public in general nor to any persons or entities except as expressly set forth herein.

49. Third-Partv Defense. The City and the Developer shall each, at their own cost and expense, vigorously defend any claims, suits or demands brought against them by third parties challenging the Agreement or the Project, or objecting to any aspect thereof, including, without limitation, (i) a consistency challenge pursuant to Section 163.3215, Florida Statutes (2011), (ii) a petition for writ of certiorari, (iii) an action for declaratory judgment, and/or (iv) any claims for loss, damage, liability, or expense (including reasonable attorneys' fees). The City and the Developer shall promptly give the other written notice of any such action, including those that are pending or threatened, and all responses, filings, and pleadings with respect thereto.

50. Amendment or Termination bv Mutual Consent. This Agreement may not be amended or terminated during its term except by mutual agreement of the Developer and its successors and assigns, and the City in writing. Prior to amending or terminating this Agreement, the City Commission shall hold two (2) duly noticed public hearings

51. No Third-Partv Beneficiarv. No persons or entities other than the Developer and the City, permitted successors and assigns, shall have any rights whatsoever under this Agreement.

29 52. Recordins. This Agreement shall be recorded in the Public Records of Miami-Dade County, Florida at the Developer's expense and shall inure to the benefit of the City. A copy of the recorded Development Agreement shall be provided to the City Clerk and City Attorney within two (2) weeks of recording.

53. No Conflict of Interest. The Developer agrees to comply with Section2-612 of the City Code as of the Effective Date, with respect to conflicts of interest.

54. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement.

55. Estoppel Certificate. Upon request by any Party to this 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) that this Agreement is unmodifìed and in full force and effect (or if there have been any modifications, a description of such modifrcations and confinnation that this Agreement as modifìed is in full force and effect); (b) that to the best knowledge of such Party, the requesting Party is not, atthat time, in default under any provision of this 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 any other Party under this 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 ceftificate shall be in a form reasonably acceptable to the City Attorney and may be relied upon by (1) any prospective purchaser of the fee or mortgage or assignee of any mortgage on the fee of the Property or any portion thereof andlor (2) any prospective or existing lender of Developer as identifred by Developer in its request therefore. A five hundred ($500.00) regulatory administrative fee must be paid to the City at or prior to the time of requesting an Estoppel Certificate from the City.

NOW' WHEREOF, the City and the Developer have caused this Agreement to be duly executed.

[Execution Pages for the City and the Developer Foltow]

30 IN WITNESS WHEREOF, these presents have been executed this _ day of 2016

Witnesses: Mannigan Holdings, LLC, a Delaware limited liability company

By Print Name: Name: Title:

Print Name:

STATE OF FLORIDA ) )SS cotrNTY oF MIAMI-DADE)

The foregoing instrument was acknowledged before me this _ day of_ 2076,by as of Mannigan Holdings,LLC, a Delaware limited liability company. Personally Known or Produced Identification

Type of Identification Produced

NOTARY SIGNATURE Print or Stamp Name: Notary Public, State of Florida Commission No.: N/A My Commission Expires:

31 Witnesses: Megan Holdings, LLC, a Delaware limited liability company

Print Name: Name Title:

Print Name:

STATE OF FLORIDA ) )SS cor.rNTY oF MIAMr-DADE) Theforegoinginstrumentwasacknowledgedbeforemethis-dayof-20l6,by AS of Megan Holdings, LLC, a Delaware limited liability company. Personally Known or Produced Identification

Type of Identifìcation Produced

NOTARY SIGNATURE Print or Stamp Name: Notary Public, State of Florida Commission No.: N/A My Commission Expires:

32 Witnesses: Melanie Holdings, LLC, a Delaware limited liability company

By: Print Name: Name Title:

Print Name

STATE OF FLORIDA ) )SS coLrNTY OF MrAMI-DADE) Theforegoinginstrumentwasacknowledgedbeforemethis-dayof-20l6,by AS of Melanie Holdings, LLC, a Delaware limited liability company. Personally Known or Produced Identification

Type of Identification Produced

NOTARY SIGNATURE Print or Stamp Name: Notary Public, State of Florida Commission No.: N/A My Commission Expires:

-') -t Witnesses: Milana Holdings, LLC, a Delaware limited liability company

By: Print Name: Name: Title:

Print Name

STATE OF FLORIDA ) )SS cotrNTY oF MrAMI-DADE)

The foregoing instrument was acknowledged before me this _day of_ 20l6,by AS of Milana Holdings, LLC, a Delaware limited liability company. Personally Known or Produced Identification

Type of Identification Produced

NOTARY SIGNATURE Print or Stamp Name: Notary Public, State of Florida Commission No.: N/A My Commission Expires:

34 Witnesses: Millie Realty, LLC, a Delaware limited liability company

By: Print Name: Name: Title:

Print Name

STATE OF FLORIDA ) )SS couNTY oF MIAMI-DADE) Theforegoinginstrumentwasacknowledgedbeforemethis-dayof-20l6,by as of Mille Realty, LLC, a Delaware limited liability company. Personally Known or Produced Identification

Type of Identification Produced

NOTARY SIGNATURE Print or Stamp Name: Notary Public, State of Florida Commission No.: N/A My Commission Expires:

35 Witnesses: Mizrachi Holdings, LLC, a Delaware limited liability company

By: Print Name: Name Title:

Print Name:

STATE OF FLORIDA ) )SS cotrNTY oF MIAMr-DADE) Theforegoinginstrumentwasacknowledgedbeforemethis-dayof-20l6,by AS of Mizrachi Holdings, LLC, a Delaware limited liability company. Personally Known or Produced ldentification

Type of Identifrcation Produced

NOTARY SIGNATURE Print or Stamp Name: Notary Public, State of Florida Commission No.: N/A My Commission Expircs:

36 Witnesses: Wynwood Holdings, LLC, a Florida limited liability company

By Print Name:_ Name: Title:

Print Name:

STATE OF FLORIDA ) )SS couNTY oF MrAMI-DADE)

The foregoing instrument was acknowledged before me this _ day of_ 20l6,by as of Wynwood Holdings, LLC, a Florida limited liability company. Personally Known or Produced Identification

Type of Identification Produced

NOTARY SIGNATURE Print or Stamp Name: Notary Public, State of Florida Commission No.: N/A My Commission Expires:

37 Witnesses: 2294 N\ry 2ND Avenue Realtyo LLC, a Delaware limited liability company

By Print Name: Name: Title:

Print Name:

STATE OF FLORIDA ) )SS col_rNTY oF MrAMI-DADE) Theforegoinginstrumentwasacknowledgedbeforemethis-dayof-20l6,by AS of 2294 NW 2ND Avenue Realty, LLC, a Delaware limited liability company. Personally Known or Produced Identification

Type of Identifìcation Produced

NOTARY SIGNATURE Print or Stamp Name: Notary Public, State of Florida Commission No.: NiA My Commission Expires:

38 Witnesses: Malux Realty, LLC, a Delaware limited liability company

B Print Name: Name: Title:

Print Name

STATE OF FLORIDA ) )SS couNTY oF MIAMr-DADE) Theforegoinginstrumentwasacknowledgedbeforemethis-dayof-20l6,by AS of Malux Realty, LLC, a Delaware limited liability company. Personally Known or Produced Identification

Type of Identification Produced

NOTARY SIGNATURE Print or Stamp Name: Notary Public, State of Florida Commission No.: N/A My Commission Expires:

39 Witnesses Mapton Holdingso LLC, a Delaware limited liability company

By: Print Name: Name: Title:

Print Name

STATE OF FLORIDA ) )SS couNTY oF MIAMr-DADE)

The foregoing instrument was acknowledged before me this _ day of_ 20I6,by AS of Mapton Holdings, LLC, a Delaware limited liability company. Personally Known or Produced Identification

Type of Identifìcation Produced

NOTARY SIGNATURE Print or Stamp Name: Notary Public, State of Florida Commission No.: N/A My Commission Expires:

40 CITY OF MIAMI, FLORIDA

By: Daniel J. Alfonso, City Manager

ATTEST:

By: Todd B. Hannon, City Clerk

APPROVED AS TO LEGAL FORM AND CORRECTNESS:

By Victoria Méndez, City Attorney

4t EXHIBITA DRAFT DATED 411912016 EXHIBIT A MANA WYNWOOD SAP DEVELOPMENT AGREEMENT wEsTl ¡nsr tilt 25th sl

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SAP Properg Map I I roo N 8t(.yr. BLd ]¡h Fl \1¡¡i' f:L:!ìt?.1¡o1 zYs covr c H c ¡nfô¡¡/¡covr.h !om ARCHITECTS r wvv zyrccv,ch tom Exhibit 6(4" Legal Descriptions of Property

Owner Mannigan Holdings, LLC

Address (Folio No.) 318 NW 23 ST (01-312s-074-0010)

Legal Description That portion of Tract A, and Tract B, of WYNWOODINDUSTRIAL COMPLEX, according to the Plat thereof, as recorded in Plat Book 149, Page 85, of the Public Records of Miami-Dade County, Florida, more particularly described as follows:

Beginning at the Northwesterly corner ofsaid Tract A; thence run N 89o55r00rr E along the North line ofsaid Tract A, for a distance of600.00 feet to the Northeast corner ofsaid Tract A; thence run S 00002100r' W for a distance of87.75 feet; thence N 89049146tr E for a distance of MJ4 feet; thence run S 00006134rrE â distance of 84.98 feet; thence run S 89048'40" W for a d¡stance of 232.96 feet; thence run N 00o02r00r! E, for a distance of85.06 feet; thence run S 89o49'46" W to a point on the Westerly line of said Tract A, for a distance of381.40 feet; thence run N 00002'00" E along the \ilest line of said Tract A, for a distance of 88.66 feet to the POINT OF BEGINNING.

TOGETHER \ilITH:

Commence at the Northeast corner ofsaid Tract A; thence run S 00o02t00rr !V, along the Easterly line of sairt Tract A, for a distance of 87,75 feet; thence run N 89049'46rr E, along the boundary line of said Tract B, for a distance of 14.14 feet; thence run S 00006134r' E, along the Easterly line of said Tract B, for a distance of 114.85 feet to the POINT OF BEGINNING; thence run S 00006150" E, for a distance of50.00 feet; thence run S 89048'40" W, for a distance of 62.27 feet; thence run N 00006'50' W, for a distance of 50.00 feet; thence run N 89048'40" E, for a clistance of 62.27 feet to the POINT OF BEGINNING.

TOGETHER WITH:

Commence at the Northwesterly corner of said Tract A; thence run N 89o55'00ti E along the North line of said Tract A, for a distance of 489.28 feet; thence run S 00006'35rr E, for a distance of 212.81feet to the POINT OF BEGINNING; thence run S 00006135 E, for a distance of 40.00 feet; thence S 89048'40'r W, for a distance oÍ 22.29 [eet; thence run S 00006'35" E, a distance of 75.32 feet; thence S 89048'40" W, for a distance of 65.05 feet to the point ofcurvature ofa circular curve to the left; thence run along said curve concave to the Southeast, having for its elements a radius of 25.00 feet, a central angle of 89o55'10", for an arc distance of39.23 feet; thence run S 90o00t00" E, for a distance of 58.70 feet; thence run N 00006130 W, for a distance of 99.71 feet; thence run N 90000100" W, for a distance of fl7.96 feet; thence run N 00000'00" E, for a distance of 40,00 feet; thence run N 89048'40" E, for a distance of 288.89 feet to the POINT OF BEGINNING.

TOGETHERWITH:

Commence at the Southeast corner of said Tract A; thence run S 90000'00" W, along the South line of said Tract A, for a distance of 70.00 feet to the POINT OF BEGINNING; thence continue S 90000'00 W, along the South line of said Tract A, for a distance of 100.00 feet; thence run N 00006'30" W, for a distance of 135,00 feet; thence run N 90000'00'r E, for a distance of 100.00 feet; thence run S 00006'30" E, for a distance of 135.00 feet to the POINT OF BEGINNING.

MIA 184975989v1 Exhibit 664" Legal Descriptions of Property

Owner Megan Holdings, LLC

Address (Folio No.) 2380 NW 5 AVE (01-3125-074-0030)

Legal Description A portion of the Southwest l/4 of Section 25, Township 53 South, Range 41 East, Miami-Dade County,Florida, being more particularly described as follows:

BEGINNING ât a point 5.00 feet North of the Southwest rtArr corner of Lot I, Block of "J.4. Dann's Second Addition", according to the Plåt thereof, as recorded in Plat Book 3, Page 25, of the Public Records of Miami-Dade County, Florida; thence run North 00 degrees 06 minutes 57 seconds West for a distance of 138.72 feet; thence run South 89 degrees 48 minutes 58 seconds West, for a distance of 240.11 feet; thence run North 00 degrees 06 minutes 35 seconds West for a distance of 200,27 feet; thence run North 89 degrees 48 minutes 40 seconds East, for a distance of 146.88 feet; thence run North 00 degrees 06 minutes 34 seconds West, for a distance of 40.00 feet; thence run North 89 degrees 48 minutes 40 seconds East, for a distance of 463.31 feet to the Point of Curvature of a circular curve to the right; thence continue Southeasterly, along said circular curve, having a radius of 25.00 feet, thlough â centlal angle of 90 degrees 04 minutes 52 seconds and an arc distance of 39.31 feet to the Point of Tangency; thence run South 00 degrees 06 minutes 28 seconds East, for a distance of 65.30 feet to the Point of Curvature of a circular curve to the right thence continue Southwesterly along said circular curve, having a radius of 25.00 feet, through a central angle of 89 degrees 55 minutes 08 seconds and an arc distance of 39.23 feet to the Point of Tangency; thence run South 89 degrees 48 minutes 40 seconds West, for a distance of 27,33 feet; thence run North 00 degrees 06 minutes 29 seconds West, for a distance of 75.00 feet; thence run South 89 degrees 48 minutes 40 seconds West, for a distance ol 62,29 feet; thence run South 00 degrees 06 minutes 29 seconds East, for a distance of 75,00 feet; thence run South 89 degrees 48 minutes 40 seconds West, for a distance of 62,29 feet; thence run South 00 degrees 06 minutes 19 seconds East, for a distance of 125.01 feet; thence run South 89 degrees 48 minutes 58 seconds West for a distance of 68.18 feet; thence run South 00 degrees 06 minutes 46 seconds Easto for a distance of 139,20 feet, thence run North 90 degrees 00 minutes 00 seconds West, for a distance of 150.03 feet to the POINT OF BEGINNING.

MIA 184975989v1 Exhibit o'4" Legal Descrintions of Property

Owner Melanie Holdings, LLC

Address (Folio No.) 550 NW 24 ST (01-3125-046-0050)

Legal Description Lots 5 through 26, Less Lot ll and Less the South 4l feet of the North 9lfeet of Lot 21, all in Block I, of MORRIS PARK, according to the map or Plat thereof, as recorded in Plat Book 7, Page 39, of the Public Records of Miami-Dade County, Florida.

0wner Melanie Holdings, LLC

Address (Folio No.) 567 NW 23 ST (01-3r25-046-0r50)

Legal Description The North 42 feet of the South 93.2 feet of Lot 21, Block l, of MORRIS PARK, according to the Plat thereof, as recorded in Plat Book 7, Page 39, of the Public Records of Miami-Dade County, Florida.

Owner Melanie Holdings, LLC

Address (Folio No.) 2380 NW 5 AVE (01-3125-046-0010)

Legal Description Lots l, 2 and 4, Block I, of MORRIS PARK, according to the PIat thereof, as recorded in Plat Book 7,Page 39, of the Public Records of Miami-Dade County, Florida.

Owner Melanie Holdings, LLC

Address (Folio No.) 2330 NV/ s AVE (01-3125-046-0030)

Legal Description Lot 3, Block I, of MORRIS PARK, according to the Plat thereof, as recorded in Plat Book 7l Page 39, of the Public Records of Mi¡mi Dade County, Floridn.

Owner Melanie Holdings, LLC

Address (Folio No.) 2324 NW 5 AVE (01-312s-046-0250)

Legal Description Lot 30, Block I, of MORRIS PARK, according to the Plat thereof, as recorded in Plat Book 7, Page 39, of the Public Records of Miami-Dade County, Florida.

MIA 184975989v1 Exhibit'oA" Leqal Descriptions of Property

Owner Melanie Holdings, LLC

Address (Folio No.) 2320 NW s AVE (01-312s-046-0240)

Legal Description Lot 29, Block I, of MORRIS PARK, according to the Plat thereof, as recorded in Plat Book 7, Page 39, of the Public Records of Miami-Dade County, Florida.

Owner Melanie Holdings, LLC

Address (Folio No.) 2321 NV/ 5 AVE (01-312s-046-0230)

Legal Description Lot 28, Block I, of MORRIS PARK' according to the Plat thereof, as recorded in Plat Book 7, Page 39, of the Public Records of Miami-Dade County, Florida.

Owner Melanie Holdings, LLC

Address (Folio No.) 2308 NV/ 5 AVE (01-3125-046-0220)

Legal Description Lot 27, Block I, of MORRIS PARK, according to the Plat thereof, as recorded in Plat Book 7, Page 39, of the Public Records of Miami-Dade County, Florida.

Owner Melanie Holdings, LLC

Address (Folio No.) 490 NV/ 23 ST (01-3125-034-0670)

Legal Description Lots 71, 72 and 73,less the North 10.00 feet of CORRECTED MAP OF SPAULDING SUBDMSION, according to the Plat thereof, ås recorded in Plat Book 3 Page 161, of the Public Records of Miami-Dade County, Florida.

Owner Melanie Holdings, LLC

Address (Folio No.) 5 r8 NW 23 ST (0 r -3 125-035-0550)

Legal Description Lot 26, Block 4, of NORTHWEST SEVENTH AVENUE ADDITION according to the Plat thereof, as recorded in Plat Book 7, Page 36, of the Public Records of Miami-Dade County, Florida.

MIA 184975989v1 Exhibit ú64" Legal Descriptions of Propertv

Owner Melanie Holdings, LLC

Address (Folio No.) 514 NV/ 23 ST (01-312s-035-0560)

Legal Description Lot 27, Block 4, of NORTHWEST SEVENTH AVBNUE ADDITION according to the Plat thereof, as recorded in Plat Book 7, Page 36, of the Public Records of Miami-Dade County, Florida.

Owner Melanie Holdings, LLC

Address (Folio No.) 508 NV/ 23 ST (01-312s-035-0570)

Legal Description Lot 28, lcss the Easterly 7.5 feet and less the Southerly 33 feet, Block 4, of NORTHTilEST SEVENTH AVBNUE ADDITION, according to the Plat thcreof, as rccordetl in Plât Book 7, page 36, of the Public Records of Miami-Dade County, Florida.

Owner Melanie Holdings, LLC

Address (Folio No.) 587 NW 22 ST (01-3125-035-0710)

Legal Description Lot 28, less the Easterly 7.5 feet and less the Southerly 33 feet, Block 4, of NORTHWEST SEVENTH AVENUE ADDITION, according to the Plat thereof, as recorded in Plat Book 7, Page 36, of the Public Records of Miami-Dade County, Florida.

Owner Melanie Holdings, LLC

Address (Folio No.) 435 NV/ 22 LN (01-3 l2s-070-0090)

Legal Description Lot I, Block 2, of MIAMI FASHION CENTER SECTION l, according to the Plat thereof, as recorded in Plat Book l2l, at Page 57 of the Public Records of Miami-Dade County, Florida.

MIA 184975989v1 Exhibit "Ä" Legal Descriptions of Properfv

Owner Milana Holdings, LLC

Address (Folio No.) 500 Nw 23 ST (01-3125-035-0580)

Legal Description Lot 42 and Lot 43, less West 2.5 felit, Block 4, of NORTH\ryEST SEVENTH AVENUE ADDITION, according to the Plat thereof, recorded in Plat Book: 7, at Page 36, of the Public Records of Miami-Dade County, Florida.

Owner Milana Holdings, LLC

Address (Folio No.) 2240 NW 5 AVE (01-3125-035-0590)

Legal Description The South 33 feet of Lots 28 and 29, Block 4, of NORTHWEST SBVENTH AVENUE ADDITION according to the Plat thereof, as recorded in Plat Book 7, Page 36, of the Public Records of Miami-Dade County, Florida.

Owner Milana Holdings, LLC

Address (Folio No.) 2222NW 5 AVE (01-3125-035-0600)

Legal Description Lot 30, Block 4, of NORTHWEST SEVENTH AVENUE ADDITION according to the Plat thereof, as recorded in Plat Book 7, Page 36, of the Public Records of Miami-Dade County, Florida.

Owner Milana Holdings, LLC

Address (Folio No.) 2270 NV/ 5 AVE (01-3125-035-0610)

Legal Description Lot 31, Block 4, of NORTHWEST SEVENTH AVENUE ADDITION according to the Plat thereof, as recorded in Plat Book 7, Page 36, of the Public Records of Miami-Dade County, Florida.

Owner Milana Holdings, LLC

Address (Folio No.) 51r NW 22ST (01-3125-074-0050)

Legal Description Tract F, WYN\ryOOD INDUSTRIAL COMPLEX, Plat Book 149, Page 85, Public Records of Miami-Dade County, Florida.

MIA 184975989v1 Exhibit 6ó4" Lesal Descriptions of Property ¡\

Owner Milana Holdings, LLC

Address (Folio No.) s83 NV/ 22ST (01-3125-035-0700)

Legal Description Lot 41, Block 4, of NORTHWEST SEVENTH AVENUE ADDITION according to the Plat thereof, as recorded in Plat Book 7, Page 36, of the Public Records of Miami-Dade County, Florida.

13 ) MIA 184975989v1 Exhibit o'4" Legal Descrintions of Propertv

Owner Millie Realty, LLC

Address (Folio No.) 24oo NW 5 AVE (01-3125-057-001 1)

Legal Description Lot 4, Less the North 10 feet thereof, FIRST ADDITION TO GREENWOOD SUBDMSION, according to the Plat thereof, as recorded in Plat Book 7, at Page 5 0 , of the Public Records of Miami-Dadc County, Florida.

Owner Millie Realty, LLC

Address (Folio No.) 535 NW 24 ST (01-3125-000-0200)

Legal Description Commence at the Southeast comer of the North % of the South Yz of the Northwest lt of the Southwest % of Section 25, Township 53 South, Range 4l East thence West parallel to Northwest 24th street 199 feet for the point of beginning of the tract of land hereinafter described thence North parallel to Northwest 5th Avenue 175 feet; thence West parallel to Northwest 24th Street ll0 feet; thence South parallel to Northwest Sth Avenue 175 feet; thence Eâst parallel to Northwest 24th Street 110 feet to the point of beginning; said property lying and being in Miami-Dade County, Florida.

Commence at the Southeast comer of the North l/2 of the South l/2 ofthe Northwest l/4 ofthe Southwest l/4 ofSection 25, Township 53 South, Range 41 Eâst; thence West along the South line of the North l/2 of the South 1/2 of the Northwest l/4 of the Southwest l/4 of said Section 25 for a distancc of 199 feet for a point of beginning; thence run North and parallel to the center line of Northwest 5th Avenue for a distance of 25.47 feet to a point thence West along a line parallel to the South line of the North l/2 of the South l/2 of the Northwest l/4 of the Southwest l/4 of said Section 25 for a distance of 110 feet more or less to a point; thence run South along a line parallel to the center line of Northwest 5th Avenue for a distance of 25,42 feet to a point on the South line of the North 1/2 of the South 1/2 of the Northwest 1/4 of the Southwest l/4 of said Section 25; thence run Eâst âlong the South line of the North l/2 of the South l/2 of the Northwest 1/4 of the Southwest 1/4 of Section 25 for a distance of 110 feet to the point of beginning excepting, however, that part of the above described årea upon which any portion of the existing building has been constructed and now occupies estimated to be two-tenths of a foot, more or less, along the South side ofsaid building.

Owner Millie Realty, LLC

Address (Folio No.) 545 NW 24 ST (01-3125-057-0150)

MIA 184975989v1 Exhibit 664" Lesal Descriptions of Propertv

Legal Description The Easterly 20 feet of Lot 16 of FIRST ADDITION TO GREENWOOD SUBDMSION, according to the plat thereof as recorded in Plat Book 57, Page 50, ofthe Public Records of Miami-Dade County, tr'lorida.

Owner Millie Realty, LLC

Address (Folio No.) 555 NW 24 ST (0t-312s-057-0140)

Legal Description Lot 16, Less the East 20 feet thereof, of FIRST ADDITION TO GREENWOOD SUBDMSION, according to the plat thereof, as recorded in Plat Book 57, Page 50, of the Public Records of Miami-Dade County, Florida.

MIA 184975989v1 Exhibit "A" Lesal Descriptions of Property

Owner Mizrachi Holdings, LLC

Address (Folio No.) 394 NW 24 ST (01-3125-034-0300 and 0l-3125-034- 0310)

Legal Description Lots 31 and 32, less the North 5 feet of SPAULDING SUBDMSION according to the Plat thereot as recorded in Plat Book 3, at Page 161,of thePublic Records of Miami - Dade County, Florida.

Owner Mizrachi Holdings, LLC

Address (Folio No.) 375 NW 23 ST (01-3125-034-0640)

Legal Description Lot 65, corrected map of SPAULDING SUBDMSION according to the Plat thereof, as recorded in Plat Book 3, at Page 161, of the Public Records of Miami - Dade County, Florida.

MIA 184975989v1 Exhibit ooA" Legal Descriptions of Property

Owner Wynwood Holdings, LLC

Address (Folio No.) 590 NW 23 ST (01-3 125-035-0440)

Legal Description Lots 15 and 16, Block 4, NORTHWEST SEVENTH AVENUE ADDITION, according to the Plat thereof, as recorded Plat Book 7, Page 36, of the Public Records of Miami-Dade County, Florida.

Owner Wynwood Holdings, LLC

Address (Folio No.) 580 NV/ 23 ST (0r-3125-035-04s0)

Legal Description Lot 17, Block 4, NORTHWEST SEVENTH AVENUE ADDITION, according to the PIat thereof, as recorded Plat Book 7, Page 36, of the Public Records of Miami-Dade County, Florida.

\t/,,-,,,^^l u^ll:..^^ | r rr J¡rwvvu r rvlulrlÌ4s, LL!^

Address (Folio No.) 564 NV/ 23 ST (0 l -3 l 25-035-0470)

Legal Description Lots 18, 19, and 20, Block 4, NORTHWEST SEVENTH AVENUE ADDITION, according to the PIat thereof, as recorded Plat Book 7,Page36, ofthe Public Records of Miami-Dade County, Florida.

Owner Wynwood Holdings, LLC

Address (Folio No.) 550 NW 23 ST (01-3125-035-0490)

Legal Description Lot 21, Block 4, NORTHWEST SEVENTH AVENUE ADDITION, according to the Plat thereof, as recorded Plat Book 7, Page 36, of the Public Records of Miami-Dade County, Florida.

Owner Wynwood Holdings, LLC

Address (Folio No.) 540 NV/ 23 ST (01-3125-035-0510)

Legal Description Lot 22, Block 4, NORTHWEST SEVENTH AVENUE ADDITION, according to the PIat thereof, as recorded Plat Book 7, Page 36, of the Public Records of Miami-Dade County, Florida.

MIA 184975989v1 Exhibit ooAo' Legal Descriptions of Propertv

Owner Vy'ynwood Holdings, LLC

Address (Folio No.) No ADDRESS (01-3 125-074-0040)

Legal Description Tract D, of WYNWOOD INDUSTRIAL COMPLBX, according to the Plat thereof, as recorded In Plat Book 149, Page 85 of the Public Records of Miami-Dade County, Florida, more .particularly described as follows:

BEGIN at the Northwest corner of said Tract D,' thence North 89o 50' 00' East along the North line of said Tract D, being also the South Right-of-Way line of N.W. 23rd Street, a distance of 77.53 feet; thence South 00o 01r 09" West along the East line ofsaid Tract D, a distance of 119.90 feet; thence South 89o 49r37tr West along the South line of said Tract D, a distance of77 .52 feet; thence North 00o 00; 48rr East along the West linc of said Tract D, a distance of 119.91 feet to the POINT OF BEGINNING.

Owner Wynwood Holdings, LLC

Address (Folio No.) 524 NW 23 ST (01-3125-035-0540)

Legal Description Lot 25, Block 4, NORTH\ryEST SEVENTH AVENUE ADDITION, according to the Plat thereof, as recorded Plat Book 7, Page 36, of the Public Records of Miami-Dade County, Florida.

Owner Wynwood Holdings, LLC

Address (Folio No.) 521 NV/ 22 ST (01-3r2s-035-0640)

Legal Description Lot 34, Block 4, NORTHWEST SEVENTH AVBNUE ADDITION, according to the Plat thereof, as recorded Plat Book 7, Page 36, of the Public Records of Miami-Dade County, Florida.

Owner Vy'ynwood Holdings, LLC Address (Folio No.) 527 NW 22 ST (0r-3r25-035-0650) Legal Description Lot 35, Block 4, NORTHWEST SEVENTH AVENUE ADDITION, according to the Plat thereof, as recorded Plat Book 7, Page 36, of the Public Records of Miami-Dade County, Florida.

MIA 184975989v1 Exhibit "A" Legal Descriptions of Propertv

Owner Wynwood Holdings, LLC

Address (Folio No.) 537 NW 22 ST (01-312s-035-0270)

Legal Description The East 37.5 feet of Lot A, Block 4, NORTHWEST SEVENTH AVENUE ADDITION, according to the Plat thereof, as recorded Plât Book 7,Page 36, of the Public Records of Miami-Dade County, Florida.

Owner Wynwood Holdings, LLC

Address (Folio No.) 545 NV/ 22 ST (0't-3125-035-0660)

Legal Description Lot 36, and the West 2.5 feet of Lot A, Block 4, NORTHWEST SEVENTH AVENUE ADDITION, according to the Plat thereof, as recorded Plat Book 7,Page 36, of the Public Records of Miami-Dade County, Florida.

\r/,,-,,,^^l u^ll:-^^ r r vr J r¡ vvuuu ¡ tvtu¡rtBù, LLL-

Address (Folio No.) 549 NV/ 22 ST (01-3125-035-0670)

Legal Description Lot 370 Block 4, NORTHWEST SEVENTH AVENUE ADDITION, according to the Plat thereof, as recorded Plat Book 7, Page 36, of the Public Records of Miami-Dade County, Florida.

Owner \ùy'ynwood Holdings, LLC

Address (Folio No.) 557 NW 22 ST (01-3125-03s-0281)

Legal Description Lot 38, Block 4, NORTHWEST SEVENTH AVENUE ADDITION, according to the Plat thereof, as recorded Plat Book 7, Page 36, of the Public Records of Miami-Dade County, Florida,

Owner Vy'ynwood Holdings, LLC

Address (Folio No.) 563 NV/ 22ST (01-3125-035-0690)

Legal Description Lots 8,39: and 40, Block 4, NORTH\ryEST SEVENTH AVENUE ADDITION, according to the Plat thereof, as recorded Plat Book 7,Page 36, of the Public Records of Miami-Dade County, Florida.

MIA 184975989v1 Exhibit "A'o Legal Descriptions of Propertv

Owner 2294 NW 2ND AVE Realty, LLC

Address (Folio No.) 2294 NW 2 AVE (01-3125-034-0880)

Legal Description The North l/2 of Lots 94 and 95, of SPAULDING'S SUBDIVISION OF THE SOUTH WOODLAWN TRACT, according to the Plat thereof, as recorded Plat Book 3, Page 161, of the Public Records of Miami-Dade County, Florida.

Owner Malux Realty, LLC

Address (Folio No.) 2337 NV/ 5 AVE (01-3125-057-0011)

Legal Description Lots 26, 27,28,29 and 30, less the North 10.00 feet and Lots 66,67,68,69 anrJT0,lessthe South l0.00feetin Block 19, of CORRECTED MAP OF SPAULDING SUBDMSION, according to the plât thereof, as recordcd in Plat Book 3, Page 161, of the Public Records of Miami-Dade County, Florida.

Owner Mapton Holdings, LLC

Address (Folio No.) 205 NW 22 LN (01-3125-044-0010),251 NW 22 LN (01- 3 125 -0 44-0020), 27 0 NV/ 23 ST (0 1 -3 I 25 - 03 4-0830), 2268 NW 2 AVE (01-3125-034-0890)

Legal Description The following parcels, all being located in the SE l/4 of the SW 1/4 of Section 25, Township 53 South, Range 4l East in Miami-Dade County, Florida:

Lot I of Block l, of an unrecorded Plat of the FIRST ADDITION OF WEAVER'S SUBDIVISION, Dade County, Florida, being otherwise described as follows: Lot I West 62.27 feet of the East 87.17 feet ofthe North 85 feet ofSE l/4 ofthe SW l/4, less the Eâst5 feet thereofand less the south l0 feet thereof.

Lots 2,3, 4,5,6,7, and 8, Block I inclusive, ofan unrecorded Plat of FIRST ADDITION TO WEAVER'S SUBDIVISION, Dade County Florida, more fully described as follows: Beginning at a point 87.27 feet West of the Northeast corner of the SE l/4 of Scction 25, Township 53 South, Range 4l East, Dade County, Florida; thence run West 435.89 feet to a point; thence run South 85.00 feet to a point; thence run East 435,89 feet to a point; thence run North 85.00 feet to the point of beginning, less the South 10 feet thereof,

Lots 86 through 93, both inclusive, of corrected map of SPAULDING'S SUBDMSION, according to the Plat thereof recorded in Plat Book 3, Page 161 ofthe Public Records ofDade County, Florida, less the North 5 feet thereof.

The South Half of Lots 94 and 95 of corrected map of SPAULDINGTS SUBDMSION, to the Plat thereof recorded in Plat Book 3, Page 161, of the Public Records of Dade County, Florida, less a strip of land 5 feet in width off the East side thereof,

MIA 184975989v1 EXHIBIT B Concept Book EXHIBIT C Regulating Plan EXHIBIT D DRAFT DATED 411912016 EXHIB¡T D MANA WYNWOOD SAP DEVELOPMENT AGREEMENT wEsTl¡nsr ,wl 2Sh SI

l{9t 21th sl lûv 21th sl

IJW 23rd SI

Phase 3

B ! s õ s E È È È Phase 2

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Generat Phasing Map I I roo N Bi!.ây¡c Bl?¿ rrh Fl \iiàr,. Fl- r!!ll.rlo{ zYscovrcH . irfor¿/¡

W E S T EAST ffiffi; rffiffi W ffi f,& M ffi W PHrtE I ffi''' EË3 mffiffi* n#ffiå ffi ffi ffi B tì ffi ffi ffi,

l : ffi ffij & ffiffi ffim ffi ffi ææ*E ry" #ffi' ffir ffitffi# ry.Yru***J .trä{nfu n æ ffi p"qqw#% ffiÐffi tr H # Mana Wynwood SAP Phases

Max, Density Minimum Percentage of Total Minimum Per€entage o{ C¡vic Open Space per Phase Open Space per Phase

Part¡al improvements facing NW 23rd, 24th Street, and NW sth Avenue will be provided

Phase I : Public Benefits Public Streetscape s 127,050.00 Open Space s 737,677.57 Roadway and Sidewalk lmprovements s 510,868.s0 Off-site Water& Sewer s 586,109.99 Street Art S z,soo.oo TOTAL T:,r6-ãEõãã. I OpenSpaæ I OpenSpaco-Completed I Streetscape a Streetscape - Completed SAP Public lmprovenenß Phasing Schedule

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lr. H iw ffii

-ll I ffii ffi ffi ffiFeg g*n*ën k næ,sd #€ ry ffi tr ffiitr tr H ffiffi Ëry¿##% Mâna Wynwood SAP Phases

Lot Arêa Min¡mum Perce¡tage of Total M¡nimum Percentage of C¡vi€ Open Space per Phase Open 5pace per Phase

Phase TWO rôinr During the construction of th¡s phase, the min. percentage of improvements of the open space ¡s to be provided as per Matr¡x of ìmprovements of open space as per sheet A1-12 ofthe concept Book. Temporary ¡mprovements w¡ll include painted f¡n¡sh surfaces with art¡stic patterns, pop-up artistìc type seat¡ng areas, temporary parking. Partial improvements facing NW 22nd Street w¡ll be provided

Phase 2 : Publ¡c Benef¡ts Public Streetscape s 646,800.00 Open Space 5 2,473,818.44 Roadway and Sidewalk lmprovements s 1,983,s64.00 Off-site Water& Sewer $ 2,240,640.00 Street Art s s2,800.00 TOTAL s 7,397,622.M I Openspâæ lI Open Spaæ - Completed O Streetscape O Str€etscape - Completed

SAP Pablic lnNovenents Phasing Schedule

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Wynwood sAP Phases

M¡nlmum Percentage of Total M¡n¡mum Percentage of Civ¡c Open Space per Phase Open Space per Phase

Phase THREE 3úÁ 35% 233,101 Sf r¿901 sF During the construct¡on of th¡s phase, the min. percentage of improvements of the Open Space is to be provided as per Matr¡x of improvements of open space as per sheet A1-12 of the Concept Book.

Fully improved open space ìs to be located during the complet¡on of th¡s phase.

At the end of th¡s phase, 100% of the Mana commons East ¡s to be prov¡ded as a permanent design

Part¡al improvements facÌng NW 23rd and NW 5th Avenue w¡ll be provided

Phase 3: Public Benef¡ts Public Streetscape S 4s1,oso.oo Open Space 5 s,316,664.s1 Roadway and Sidewaik lmprovements S 1,346,151.00 Off-site Water& Sewer r,720,702fi0 5 I Openspace Street Art 30,660.00 S Open Spaæ - Completed Relocate FPL Lines s 3,117,000.00 ! Streetscape TOTAL ffi & Streetscape - Completed SAP htblic lmprovenenß Phasing Schedule

roo N Bi'.ãy¡. 8l?d l^! Fr \1ièîr . FL !!r!).2;o¡ zYs covt c H . ir,ô.¿/!.avi.h..cñ ARCHI¡EClS w *r.r, zyrccvich con DRAFT DATED 411912016 EXHIBIT D MANA WYNWOOD SAP DEVELOPMENT AGREEMENT wESTI ¡nsr

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Mana Wynwood SAP Phases

Minimum Percentage of Total Min¡mum Percentage of Civic Open Space Phase Open Spac€ per Phase

2ú/o 3úÁ q10s,193 323,499 SF I r,rr¿ 33,657 SF I 15,3/¡4 SF During the construction of this phase, the m¡n. percentage of ¡mprovements of the Open Space is to be prov¡ded as per Matrix of ¡mprovements of open space as per sheet A1-12 of the concept Book,

Fully improved open space is to be located during the complet¡on of th¡s phase.

PartÌal improvements fac¡ng NW 22nd,24th Street, NW sth, and 6th Avenue wìll be prov¡ded

At the end of this phase, 100% of the Mana commons West is to be completed as a permanent design

Phase4 : Public Benefits Public Streetscape s 812,2s0.00 Open Space 5 2,s06,448.86 Roadway and Sidewalk lmprovements 3,617,860.00 S I openspaæ Off-site Water& Sewer 4,020,360.00 S Open Space - Completed Street Art 5 44,s80.00 Streetscape s 11,001,498.86 O e Streetscape - Completed

SAP ht bl i c I n proven enls Phasing ScÍredale

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Mana Wynwood SAP Phases

M¡n¡nrurn Per€entagc of Total Percentage Phases Minimum of C¡v¡c Acres Open S¡)ace per Phase Open Space per Phase

Phase FIVE

TOTAT 39,467 SF 356,162

9,719,083 SF 287 5F 51,146 SF At the end of this phase, all open space provided will be fully improved Part¡al ¡mprovements facing NW 24th Street and NW sth Avenue will be provided

Phase 5 : Public Benefits Public Streetscape s 60,000.00 Open Space s 305,787.7r Roadway and Sidewalk lmprovements s 161,200.00 Offsite Weter& Sewer s 152,000.00 Street Art s s,460.00 $ esa,ut,tt

! OpenSpace f OpenSpace-Completed I streetscape a Streetscâpe-Complsted (..') SAP Public lm provements Phasing Schedule

loo N 8û..yñ. BlvJ. ?7tfi Fl Mi¡ñr . FL r!rr, 2Ìôa zYscovt c H | 19s.t72,9722 ARCH ECTS f los 57, a52r EXHIBIT E DRAFT DATED 411912016 EXHIBIT E MANA WYNWOOD SAP DEVELOPMENT AGREEMENT wESTI rnsr ¡lw 25h st i- - i I I I i_.- tlw 2ah sf ItV 21lh SI ,E sP.r{

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æ Phased Parking properties 5P-.1 23,25 8,638 SF 43 sP"2 26,27 13,245 SF 66 sP-3 ¿9.30.31.32 )) 77ASF 114 sP-4 13,34,35.36.37 18.000 st 90 sp-q 15,46,47 ,4A,49 45.000 st 225 sp-6 t1 39.599 Sf 198 sP-7 9_50 17,233 SÍ 86 sP-8 1 176,777 SF 703 sP-9 4.5.7.4. 5A RSO SF 294 sP-10 2,3 177.980 St 890

sP-11 39,40 18.676 SF 93

sP-12 47,42 11.250 SF 56 sP-13 14.19 80,410 SF 402 sP-14 20.18 9,006 sF 45 sP-15 11 4.475 SF 24 5P-16 1,50 77.233 SF a6 Est¡mated 3.4a7 *Parking count determined by dividing total vaant lút atèå by 2OO SF øÑtfrFtaaaÚ-to be admin¡stered by valet opêrator roo N 8û..ynê ElYd rTrl Fl zYscovrcH lliàn' FL ;3rir.2lo1 ARCHITECIS DRAFT DATED 411912016 EXHIBIT E MANA WYNWOOD SAP DEVELOPMENT AGREEMENT wESTI rnsr tfl 2',fi st ¡- i I I ! ¡

lãll 21üt Sl ilw 2ilh st

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Phase ONE Spaces lot Area

Parking 384 89,600 SF One

TOTAT 384 89,600 SF

Self Park - lmproved Parking Lots for Phase 1

*Park¡ng to be provided in centralized above ground or underground structure or within building t0 þe c0nstructed by the completion 0f Phase 3. Phased Parking 2 I ìoo N 8ù.¿yre 8[d ?7rh Fl \1iâ-'. FL ¡3lir.2ror zYscovr c H . rrlo5./!.ovi.l.c.m ARCHIfECTS w wev zy.(cY (h.Õñ DRAFT DATED 411912016 EXHIBIT E MANA WYNWOOD SAP DEVELOPMENT AGREEMENT wESTI rnsr HW 2UùSr

t{tY 21th Sl w 21th

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Proposed Parking* East Zone New Structured Parking 4,598 Spaces I West Zone New Structured Parking 3,885 Spaces

* All numbers may be subject to change.

Phased Parking

1oo N 8ii:èy¡€ 8lv¿ r^l Fi Viãñi fL:3r:?-21oi zYscovt c H ¿ iifÕ..)r.v'.1..cñ ARCHIlECTS w *v, ¡y!..vi.h (.ñ EXHIBIT F Exhi rrFrt

ADDITIONAL PROPERTY TO DEVELOPMENT AGREEMENT JOINDER FORM AND ACKNOWLEDGEMENT OF JOINDER

This ADDITIONAL PROPERTY TO DEVELOPMENT AGREEMENT JOINDER FORM ("Joinder Form") is executed this _ day of 20_ by the undersigned entity.

RT,CITALS

WHERLAS, the City has entered into a Development Agreement dated 20-, and recorded in the public records of Miami-Dade County, Book Page (the "Development Agreement") with the Developer as defined therein; and

WHEREAS, the Development Agreement secures certain benefits and obligations for thc mutual benefit of the City and the Developer, as set forth in the Development Agreement; and

WHEREAS, the Development Agreement allows joinder of additional properties, when said Developer acquires fee simple title to a Property not included in the Development Agreement subsequent to the Effective Date of the Development Agreement; and

\ryHEREAS, the Development Agreement requires that Developer execute this joinder form in order to incorporate any additional property into the Development Agreement; and

WHEREAS, the undersigned desires to enjoy the benefits conferred upon the Developer under the Development Agreement, and in consideration for such benefits agrees to be bound by the obligations imposed therein upon the Developer; and

\ryHEREAS, the undersigned owns property or a property interest in the Mana wynwood District, more particularly described in Exhibit o' " attached hereto.

NOW THEREFORE, in consideration of the benefits conferred upon any Developer by the aforementioned Development Agreement, and certifying that the above recitals are true and correct, and incorporating such recitals herein, the undersigned does hereby execute this Joinder Form and becomes an incorporated property pursuant to the Development Agreement.

There undersigned shall assume all of the benefîts, and be bound, comply with, and perform all of the obligations, as set forth in the Development Agreement and as applicable to the property which the undersigned owns upon the adoption of a Zoning Atlas amendment to Miami 2l designating the Mana Wynwood Special Area Plan. The undersigned shall be obligated to the City for the benefit of the City, and the City shall have all rights and remedies set forth in the Development Agreement to enforce the terms of the Development Agreement against the undersigned, to the extent applicable to the property owned by the undersigned.

MIA 185004812v1 The undersigned also hereby represents that it has full power and authority to execute this Joinder Form, and certifies to City that none of its owners or officers, nor any immediate family member of any of such owners or offlrcers, is also a member of any board, commission, or agency of the City.

WITNESS ICOMPANY/CORPORATTON NAMEI

By: Print Name: Print Name: Title:

Print Name:

STATE OF FLORIDA ) ) SS: COT]NTY OF MIAMI-DADE )

The foregoing instrument was acknowledged before me this day of 20_, by the of a such person being personally known to me or has produced as identification.

NOTARY PUBLIC, State of Florida Print Name: Commission Number: My Commission Expires:

MIA 185004812v1 The City hereby acknowledges and consents to the joinder of the above signatory as an additional property to the Development Agreement.

IN WITNESS hereof the Parties have caused this Joinder Form to be duly entered into and signed as of the date written above.

CITY OF MIAMI, a municipal corporation located within the State of Florida

By Daniel J. Alfonso City Manager

APPROVED AS TO FORM AND CORRECTNESS:

By Victoria Méndez City Attorney

Witnesses

Print Name:

STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE )

The foregoing instrument was acknowledged before me this day of 20-, by Daniel J. Alfonso, in his capacity as City Managero on behalf of the City of Miami, a municipal corporation, who is personally known to me or who has produced as identification.

NOTARY PUBLIC, State of Florida Print Name: Commission Number: My Commission Expires

MIA 185004812v1