AMENDED AND RESTATED DEVELOPMENT AGREEMENT …

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AMENDED AND RESTATED DEVELOPMENT AGREEMENT BETWEEN CITY OF MIAMI, FLORIDA AND FLAGLER HOLDING GROUP, INC., MONTE CARLO ASSOCIATES (DEL.) LLC, HALF-CIRCLE PROPERTY (DEL.) LLC, NORWEGIAN WOOD ACQUISITIONS, LLC, OAK PLAZA ASSOCIATES (DEL.) LLC, BEN NEWTOWN LLC, SWEET VIRGINIA ACQUISITIONS, LLC, LOVELY RITA ACQUISITIONS, LLC, DACRA DESIGN MOORE (DEL.) LLC, FCAA, LLC, MID-I LEE, LLC, DACRA DESIGN 4141 LLC, PENNY LANE ACQUISITIONS, LLC, UPTOWN GIRL DEVELOPMENT LLC, SUN KING, LLC, MDDA MORNING DEW, LLC, AND TINY DANCER ACQUISITIONS, LLC REGARDING APPROVAL OF THE MIAMI DESIGN DISTRICT RETAIL STREET SPECIAL AREA PLAN AND RELATED DEVELOPMENT.

THIS AGREEMENT is entered this ___ day of ____________, 2013, by and between,

Flagler Holding Group, Inc., a Florida profit corporation, Monte Carlo Associates (Del.) LLC, Half-Circle Property (Del.) LLC, Norwegian Wood Acquisitions, LLC (and as successor by merger to Lady Jane Acquisitions, LLC), Oak Plaza Associates (Del.) LLC, Ben Newton LLC, Sweet Virginia Acquisitions, LLC, Dacra Design Moore (Del.) LLC, FCAA, LLC (and as successor by merger to Scarlet Begonia Holdings, LLC), MID-I Lee, LLC, Dacra Design 4141 LLC, - Penny Lane Acquisitions, LLC, Uptown Girl Development, LLC, Sun King, LLC, MDDA Morning Dew, LLC, and Tiny Dancer Acquisitions, LLC, Delaware limited liability companies (each, individually, "Developer Party," and collectively, the "Developer Parties"), and the CITY OF MIAMI, FLORIDA, a municipal corporation and a political subdivision of the State of Florida ("City") (Developer and the City together referred to as the "Parties").

WITNESSETH:

WHEREAS, the Miami Design District (the "District") spans portions of twelve (12) city blocks containing all the properties generally bounded on the east by Biscayne Boulevard; south by NE 36th Street; west by North Miami Avenue; and north by NE 40th Street or properties generally located within the area boundaries of the Miami Design District area ("SD-8") as designated under Ordinance 11000; and serviced by three (3) Miami-Dade Transit routes; and

WHEREAS, the District has recently become an internationally recognized center for furniture design and a burgeoning home for the arts, high fashion, restaurants, and a center for creative employment; and

WHEREAS, the emerging status of the District is consistent with the City's vision to develop a world class destination for the arts, fashion, and design, and, as such, the City wishes to encourage redevelopment within the District; and

WHEREAS, a subset of the Developer Parties wish to redevelop some of the subject properties as a mixed-use, pedestrian oriented, urban retail street anchored by high-end fashion brands heretofore unavailable within the City (the "Retail Street Project"); and

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WHEREAS, the City and Developer Parties wish for development of the subject properties to proceed in a manner which is consistent with the Miami Comprehensive Neighborhood Plan ("Comprehensive Plan") and the land development regulations; and

WHEREAS, the Developer Parties previously sought, and the City granted, an amendment to the Future Land Use Map designations within the Comprehensive Plan for selected properties within the Retail Street Project from Duplex Residential and Medium Density Multifamily Residential to Medium Density Restricted Commercial in order to facilitate redevelopment within the District; and

WHEREAS, the City, under a process outlined in the Miami 21 Zoning Code ("Miami 21") which 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, previously approved the Miami Design District Retail Street Special Area Plan ("SAP") via the adoption of Ordinance 13334 on July 26th, 2012, and subsequently amended the SAP via the adoption of Ordinance XXXX on October __, 2013; and

WHEREAS, Sec. 3.9.1.of Miami 21 requires development within the SAP to occur pursuant to a Development Agreement between the property owner(s) and the City; and

WHEREAS, on February 19, 2013, the Developer Parties recorded a Development Agreement for the SAP (the "Recorded Agreement"); and

WHEREAS, the Developer Parties have expanded their real ownership within the District and now hold fee simple title to approximately 21 acres of property within the District; and

WHEREAS, the Developer Parties have approved certain modifications to the previously approved SAP requiring certain companion modifications to the Recorded Agreement; and the lots which comprise the Miami Design District Retail Street Special Area Plan properties are those identified on page A1.4 and A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book (hereinafter, the "SAP Property", "SAP Properties", or "SAP Area"), as amended (sketch and legal descriptions of which are attached as Exhibit "A"); and

WHEREAS, this Development Agreement ("Agreement") satisfies the requirement set forth in Sec. 3.9 of Miami 21 ; andWHEREAS, the City and Developer Parties wish for development within the District to proceed substantially in accordance with the Miami Design District Retail Street SAP Regulating Plan and Design Concept Book, as modified on October, __ 2013, by the adoption of Ordinance No. XXXXX, attached as Exhibit "B" ("Regulating Plan and Design Concept Book "); and

WHEREAS, the lack of certainty in the approval of development can result in a waste of economic and land resources, discourage sound capital improvement planning and financing, escalate the cost of housing and development, and discourage commitment to comprehensive planning; and

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

WHEREAS, the City Commission pursuant to Ordinance No.XXXXX, adopted _______, 2013 has authorized the City Manager to execute this Agreement upon substantially similar terms and conditions as set forth herein below, and the Developer Parties have been duly authorized to execute this Agreement upon the terms and conditions set forth below.

NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties mutually agree and bind themselves as set forth herein:

Section 1. 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.

Section 2. Rules of Legal 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;

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

(d) The terms "hereunder", "herein", "hereof', "hereto" and such similar terms shall refer to 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 Developer, as all parties are drafters of this Agreement; and

(f) The recitals are true and correct and are incorporated into and made a part 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.

Section 3. Definitions. Capitalized terms which are not specifically defined herein shall have the meaning given in Miami 21.

"Agreement" means this Amended and Restated Development Agreement between the City and the Developer Parties.

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"City" 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.

"Comprehensive Plan" means the comprehensive plan known as the Miami Comprehensive Neighborhood Plan, adopted by the City pursuant to Chapter 163, Florida Statutes (2013), meeting the requirements of Section 163.3177, Florida Statutes (2013), Section 163.3178, Florida Statutes (2013) and Section 163.3221(2), Florida Statutes (2013), which is in effect as of the Effective Date.

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

"Developer Party" means an individual property owner who is a signatory to this Agreement.

"Developer Parties" means the property owners who are signatories to this Agreement.

"Development" 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 or more parcels and such other activities described in Section 163.3221(4), Florida Statutes (2013).

"Effective Date" is the date of recordation of the executed, amended and restated version of this Agreement.

"Existing Zoning" is (a) Miami 21 Code, April 2012, specifically including the Miami Design District Retail Street SAP Regulating Plan and Design Concept Book, and related modifications to the Transect designations of lots within the SAP Area, and (b) the provisions of the Charter and City of Miami Code of Ordinances ("Code") which regulate development, specifically including Chapters 10, 13, 22, 22.5, 23, 36, 54, 55 and 62 of the Code, as amended, through the Effective Date, which together comprise the effective land development regulations governing development of the SAP Area as of the effective date of the Recorded Agreement.

"Land" means the earth, water, and air, above, below, or on the surface and includes any improvements or structures customarily regarded as land.

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

"Public 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.

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"Recorded Agreement" means the original Development Agreement recorded in O.R. Book 28495, Pages 558-688 (CFN 2013R0132749) in the Public Records of Miami-Dade County, Florida on February 19, 2013.

"Retail Developer Party" consists of the parties identified in Exhibit "C", who are signatories to the Agreement and will be undertaking the development of the Retail Street Project.

"Retail Street Project" means that proposed development within the Design District SAP slated to occur on properties within the SAP area and denoted as properties 2, 3, 4, 5, 6, 7, 13, 14, 15, 16, 17, 18, 19, 20, 24, 25, 26, 27, 35, 36, 37, 38, 42, 43, 44, and 45 on sheet A1.5 of the Miami Design District Retail Street Special Area Plan Design Concept Book.

Section 4. Purpose. The purpose of this Agreement is for the City to authorize Developer Parties to redevelop the SAP Properties pursuant to the Miami Design District Retail Street SAP. This Agreement will establish, as of the effective date of the Recorded Agreement, the land development regulations which will govern the development of the SAP Properties, thereby providing the Parties with additional certainty during the development process. This Agreement satisfies the requirements of Section 3.9.1.f., Miami 21.

Section 5. Intent. Developer Parties and the City intend for this Agreement to be construed and implemented so as to effectuate the purpose of the Miami Design District Retail Street SAP, this Development Agreement, the Comprehensive Plan, Existing Zoning, and the Florida Local Government Development Agreement Act, s. 163.3220 - 163.3243, Florida Statutes (2013).

Section 6. Applicability. This Agreement only applies to the SAP Properties identified in Exhibit "A."

Section 7. Term of Agreement, Effective Date and Binding 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 a public hearing, pursuant to s. 163.3225, Florida Statutes (2013). 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 representatives, and personal representatives.

Section 8. Permitted Development Uses and Building Intensities.

(a) Miami Design District Retail Street SAP Designation. The City has designated certain properties as the Miami Design District Retail Street SAP on the official zoning Atlas of the City, pursuant to the applicable procedures in Miami 21. The Regulating Plan and Design Concept Book are attached as Exhibit "B". In approving the Miami Design District Retail Street 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) Density, Intensity, Uses and Building Heights.

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(1) As of the Effective Date and pursuant to the Miami Design District Retail Street SAP, the density and intensity proposed for the SAP shall be consistent with the densities and intensities permitted by the Existing Zoning.

(2) The non-residential development permitted on the SAP Properties includes, but is not limited to, the following uses: office, hotel, retail, entertainment, educational, and any other uses permitted by the Existing Zoning.

(3) Nothing herein shall prohibit the Developer Parties from requesting a change of zoning, pursuant to Article 7 of Miami 21, to increase the density or intensity of development permitted by the underlying Transect designation of that certain property forming part of the Miami Design District Retail Street SAP by amending the SAP and this Agreement.

(4) In the event the City should amend its Comprehensive Plan to permit the transfer of densities within a specified area so as to permit densities in excess of the density limits set forth in a particular Future Land Use Map category, nothing herein shall prohibit the Developer Parties from requesting such density transfers within the Miami Design District Retail Street SAP.

(c) Environmental. The City finds that the proposed development will confer a significant net improvement upon the publicly accessible tree canopy in the area. The City and Developer Parties agree that Developer Parties will comply with the intent and requirements of Chapter 17 of the City Code, subject to the modification set forth herein, by performing tree replacement within the SAP Area where possible.

(1) Off-site replacement trees. Notwithstanding the requirements of Sec. 17-6.(e) of the City Code, where replacement within the SAP Area is not possible, Developer Party may enter into an agreement with the City to perform tree replacement on public property in the following order of priority: (i) within the District; (ii) within a one (1) mile radius of the District; or (iii) within any City park. Particular emphasis shall be paid to replacement along gateway corridors within and surrounding the District, specifically N. Miami Avenue, N.E. 2nd Avenue, NE 36th Street, NE 1st Avenue, and Biscayne Boulevard. Further emphasis shall also be placed on the possible placement of trees within the boundaries of the following neighboring communities: (i) Buena Vista Heights; (ii) Buena Vista East; and (iii) Brentwood. The City further agrees to facilitate the permitting and planting of replacement trees on all publicly owned property within the aforementioned areas and within City parks. The Developer Parties further agree to work with the residents and representatives of the aforementioned communities to identify locations for and coordinate the placement of said trees. Each Developer Party undertaking tree

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replacement off-site for any parcel of land within the SAP Area shall agree to water, trim, root, prune, brace, or undertake any other necessary maintenance as may be required by the Public Works Department for a period of not greater than thirty (30) days after installation. Each Developer Party further agrees to warrant each off-site replacement tree for a period of one (1) year after the date of installation.

(2) SAP Area tree installation, maintenance and guarantee. For all trees placed within the SAP Area, each Developer Party shall install any needed irrigation and corresponding water meters to support the growth of trees located within the right-of-way. Each Developer Party undertaking tree replacement for any parcel of land 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. Each Developer Party further agrees to warrant each SAP Area tree for a period of one (1) year after installation.

(3) Tree replacement chart. The tree replacement chart below shall be used to determine whether a Developer Party has satisfied the tree replacement requirements for any particular parcel of land as set forth in Sec. 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 removed (sum of inches at DBH)

Total inches of replacement DBH required (12' minimum tree height)

2"- 3" 2"

4"- 6" 4"

7"- 12" 8"

13"- 18" 12"

19"- 24" 16"

25"- 30" 20"

31"- 36" 24"

37"- 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 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,

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down to the bottom of the chart, to calculate the number of DBH for replacement trees.

(4) Tree species. The chart set forth below shall replace and supersede Chart 17.6.2.1. in the City Code. All other requirements set forth in Sec. 17-6.(b) of the City Code shall apply within the SAP Area.

Required total DBH for replacement trees

Required minimum number of species

22"- 40" 2

41"- 100" 4

101" or greater 6

(5) Tree installation. A Developer Party shall install trees opportunistically within the public right-of-way, subject, at all times, to approval by the Department of Public Works.

Section 9. Connectivity and Activity within Public Right-of-Way.

(a) Connectivity. A critical element to the success of the Retail Street Project is the below-grade connectivity within the public right-of-way along N.E. 41st Street. The proposed below-grade connection will facilitate ease of access, minimize pedestrian and vehicular conflicts, and reduce the Retail Street Project's traffic impacts by enhancing internalized traffic circulation, reducing off-site impacts and expanding parking capacity within the District.

The Retail Developer Party recognizes that such connectivity and commercial usage may require approval of other governmental agencies such as Miami-Dade County. The City finds and determines that establishing such connectivity below N.E. 41st Street serves a public purpose, and further agrees to support the Retail Developer Party's efforts to obtain any authorization to establish such proposed below-grade connection where the approval of another governmental agency may be necessary.

The City further finds that the authorization of such a connection below the public right-of-way shall in no way diminish access for firefighting apparatus or rescue and salvage operations; diminish traffic, transportation and circulation; or adversely impact the advancement of the safety, health, and general welfare within the City.

Given the public benefits conferred upon the City by the below-grade connection beneath N.E. 41st Street and across the public right-of-way, the provisions of Sec. 54-186 shall not apply to the Miami Design District Retail Street SAP.

(b) Construction of encroachments within the Public Right-of-Way. The City finds that the encroachments proposed by the Retail Developer Party do not

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unduly restrict the use of the public right-of-way and are an essential element in the construction of the vehicular underpass below the same rights-of-way. The adoption of this Agreement shall serve to satisfy the requirements set forth in Sec. 55-14(b) of the City Code.

Notwithstanding the requirements of Sec. 55-14(c) of the City Code, the City agrees to waive any and all claims to payment of a user fee in connection with the construction of the aforementioned encroachments within the public rights-of-way and the use of the same for both vehicular travel and public parking.

Further, this Agreement shall satisfy the requirements of Sec. 55-14(d) of the City Code. In consideration for authorizing the construction of the aforementioned encroachments, the Retail Developer Party further covenants to:

(1) Maintain the below-grade vehicular underpasses and public parking in accordance with the Florida Building Code and the City Charter and Code.

(2) Provide an insurance policy, in an amount determined by the city's risk manager, naming the City as an additional insured for public liability and property damage. The insurance shall remain in effect for as long as the encroachment(s) exist within the right-of-way. Should the Retail Developer Party fail to continuously provide the insurance coverage, the City shall have the right to secure similar insurance policy in its name and place a special assessment lien against the owner's abutting private property for the total cost of the premium.

(3) The Retail Developer Party shall hold harmless and indemnify the City, its officials and employees from any claims for damage or loss to property and injury to persons of any nature whatsoever arising out of the use, construction, maintenance or removal of the vehicular underpass and from and against any claims which may arise out of the granting of permission for the encroachment or any activity performed under the terms of this Agreement.

Section 10. Public Facilities. As of the Effective Date, the Developer Parties have conducted an extensive analysis of the Public Facilities available to serve the SAP Area and the Retail Street Project. In the event that the Existing Zoning and/or the Comprehensive Plan require a Developer Party or the Retail Developer Party to provide Public Facilities to address any deficiencies in required levels of service occasioned by future development within the SAP Area or as a result of the development of the Retail Street Project, such Developer Party or the Retail Developer Party, as appropriate, shall provide such Public Facilities consistent with the timing requirements of s. 163.3180(2)(a), (b) and (c), Florida Statutes (2013), or as otherwise required by Chapter 13 of the City Code, if applicable. The Developer Parties shall be bound by the City impact fees and assessments in existence as of the Effective Date of this Agreement.

Section 11. Project Approval.

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(a) Future Development Review. Future development within the Miami Design District Retail Street SAP shall proceed pursuant to the processes and in accordance with the design requirements set forth in the Regulating Plan and Design Concept Book, attached as Exhibit "B". The criteria to be used in a determination regarding whether future development shall be approved is the proposed development's consistency with the Comprehensive Plan, this Agreement and the Miami Design District Retail Street SAP.

With regard to SAP Parcels 57-61 as identified on Page A1.5 of the Concept Book, the Developer Party agrees to meet with representatives of the Buena Vista Heights Neighborhood Association not less than fifteen (15) days in advance of submitting any redevelopment plans for said parcels to the City for processing.

(b) Prohibition on Downzoning.

(1) The Comprehensive Plan, the Existing Zoning, and this Agreement shall govern the development of the SAP Properties designated a part thereof for the duration of the Agreement. The City's laws and policies adopted after the Effective Date may be applied to the SAP only if the determinations required by s. 163.3233(2), Florida Statutes (2013) have been made following a public hearing or as otherwise provided herein.

(2) Pursuant to s. 163.3233(3), Florida Statutes (2013), this prohibition on downzoning supplements, rather than supplants, any rights that may vest to Developer Parties under Florida or Federal law. As a result, Developer Parties may challenge any subsequently adopted changes to land development regulations based 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 (2013).

Section 12. Alcoholic Beverage Sales. Upon approval of this Agreement, pursuant to Chapter 4 of the City Code, two (2) Retail Specialty Centers are hereby designated for properties within the SAP Area. The Miami Design District Retail Street SAP Retail Specialty Center North ("Retail Specialty Center North") shall consist of all SAP Properties located north of the mid-line of the right-of-way of NE 40th Street and the Miami Design District Retail Street SAP Retail Specialty Center South ("Retail Specialty Center South") shall include properties located south of the mid-line of the right-of-way of NE 40th Street.

The maximum number of establishments selling alcoholic beverages permitted within each Retail Specialty Center shall not exceed five (5) establishments, inclusive of any such establishments in existence as of the date of this Agreement, but exclusive of any bona fide, licensed restaurants where the sale of alcoholic beverages is entirely incidental to and in conjunction with the principal use of the sale of food (e.g. bona fide, licensed restaurants, with a 2-COP, 2-COP SRX, 4-COP, 4-COP SRX or an equivalent license). The number of approved establishments may be increased by amendment to this Agreement.

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Each establishment selling alcoholic beverages permitted within the Retail Specialty Center North and the Retail Specialty Center South, exclusive of bona fide, licensed restaurants where the sale of alcoholic beverages is incidental to the principal use of the sale of food, shall be permitted pursuant to the requirements of the Miami Design District Street Regulating Plan, attached hereto as part of Exhibit "B", and any applicable provision of Chapter 4 of the City Code not in conflict with the provisions of this Agreement.

Each of the alcoholic beverage establishments within both the Retail Street SAP Retail Specialty Center North and Retail Specialty Center South permitted pursuant to this Section shall be reserved for the benefit of the Retail Developer Party, unless otherwise modified by a separate written agreement between the Developer Parties.

Section 13. Valet Parking. The Developer Parties intend to establish a uniform valet system to service the SAP Properties and the District generally. Notwithstanding the limitations set forth in Sec. 35-305, a maximum of two (2) valet permits may be issued for the operation of a valet parking ramp on the same side of the block where the permit applicant is the operator of the uniform valet system.

Section 14. Temporary/Special Events. To the extent governed by the laws and regulations of the City of Miami, the City Commission hereby finds and agrees that the following special events constitute ancillary uses of the Retail Street Project: event banners, farmers' markets, grand openings, holiday sales, outdoor sales, ground breakings, and neighborhood sales events. For events which the Retail Developer Party anticipates to exceed (75%) seventy five percent of the maximum permitted occupancy, inclusive of Open and Civic Space or (2,100) two thousand one hundred guests, whichever is less, the Retail Developer Party, or its designee, shall submit an application for review to the City Neighborhood Enhancement Team (NET) office servicing the District no less than five (5) working days prior to the date of any such event. The City agrees to complete its review within three (3) working days of the submittal of the required application to ensure coordination of needed City services and avoid possible adverse impacts due to multiple events occurring within the immediate and surrounding area.

The City Commission further finds that the above-listed activities, which shall not exceed the maximum permitted occupancy of the Retail Street Project, will not:

(i) substantially interrupt the safe and orderly movement of other traffic contiguous to the special event;

(ii) substantially diminish routine police service levels to the entire community;

(iii) unduly interfere with the proper fire and police protection or ambulance service to areas contiguous to the special event as a result of the concentration of persons and vehicles;

(iv) interfere with the movement of firefighting apparatus en route to an emergency call; and

(v) present an unreasonable danger to the health and safety of the public.

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Notwithstanding the requirements of Secs. 62-521, and 62-522, the above-stated activities shall not require the issuance of a City permit.

Section 15. Public Benefits.

(a) Job Creation & Employment Opportunities. Generally, the Developer Parties shall consult with local and/or state economic development entities regarding job training and job placement services for area city residents seeking employment opportunities with potential employers which will locate or establish a business within the SAP Area.

(1) Construction Employment. The Developer Parties shall use best efforts to

work with the City in the following areas: a. Job Sourcing. The Developer Parties shall require their general

contractor(s) to use best efforts to work with the City’s Miami Works Initiative or similar program to source job opportunities for both skilled and unskilled laborers seeking employment opportunities within the construction industry.

b. Community Business Enterprise (CBE) Participation. The Developer Parties shall require their general contractor(s) to use best efforts to award a minimum of twenty percent (20%) of the direct construction contract costs to subcontractors whose firms are certified by Miami-Dade County as CBEs.

c. Local Workforce Participation. The Developer Parties shall require their general contractor(s) to use best efforts to employ a minimum of twenty percent (20%) of on-site labor from persons residing within the municipal boundaries of the City of Miami.

(2) Restaurant and Retail Employment. The Developer Parties anticipate that a significant number of employment opportunities in the culinary and retail sectors will be generated within the SAP Area. Developer Parties shall use best efforts to work with Miami Dade College, through its culinary and retail institutes, or with similar institutions or organizations, in consultation with the City, to place qualified graduates of such programs in employment opportunities within the SAP Area.

(3) Hospitality Employment. The Developer Parties anticipate that a number of job opportunities in the hospitality sector will be generated within he SAP Area. The Developer Parties shall use best efforts to work with

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Miami Dade College, through its hospitality institute, or with similar institutions and organizations, in consultation with the City, to place qualified graduates of the hospitality institute in employment opportunities within the SAP Area. In addition, the Developer Parties shall use best efforts to assist the City in identifying employment opportunities within the hospitality sector outside the SAP Area and place qualified graduates of the hospitality institute in positions.

(b) Park/Open Space Enhancements. As consideration for certain reductions to standards set forth in the City's land development regulations, the Developer Parties hereby agree to undertake the following improvements:

(1) Woodson Mini-Park Enhancement: The City owns and operates an existing mini-park, located at approximately 699 NE 36th Street (Folio No. 01-3219-000-0010), consisting of a parcel of land approximately 6,811 sq. ft. in size and any improvements thereon. In consultation with City Planning staff and subject to their approval, and that of any other City department, the Developer Parties hereby agree to design and construct the proposed improvements (e.g. enhanced landscaping, lighting, fencing, and similar improvements), etc., to the park at their sole cost and expense within three (3) years of the effective date of the Recorded Agreement.

(2) Park/Open Space Acquisition: The Developer Parties shall use best efforts to acquire a parcel of land of not less than 3,500 sq. ft. in size for park/open space within the SAP Area, the District, or within the immediate vicinity of the District to offset a deficiency of (20,114 sq. ft.) twenty thousand square feet of required Open Space. Said parcel of land shall be dedicated to the City as a public park/open space and improved by the Developer Parties, which improvements shall be consistent with the design treatment approved by the City for Woodson Mini-Park and incorporate similar elements (e.g. enhanced landscaping, lighting, fencing, and similar improvements), etc. The Developer Parties shall complete such acquisition and improvements within three (3) years of the effective date of the Recorded Agreement.

If such acquisition is not timely completed within period set forth above, the Developer Parties shall be required to make a contribution to the City's Public Parks and Open Space Trust Fund in an amount equal to the required cash contribution contemplated under Sec. 3.14.4.b.3. of Miami 21 for not less than (20,114 sq. ft.) twenty thousand one hundred fourteen square feet of Open Space or $217,432.34 within three (3) years of the aforementioned completion date. The amount of said contribution shall be apportioned between each Developer Party in accordance with method set forth in subparagraph (4) below.

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(3) Open Space Contribution: The Developer Parties shall strive to provide a minimum of ten percent (10%) of Open Space, but in no event less than six and a half percent (6.5%) of Open Space consistent with the requirements set forth in the Regulating Plan and Concept Book. Should the Open Space within the SAP Area at the completion of the Retail Street Project or within five (5) years of the Effective Date of this Agreement, whichever is earlier, equal less than the aforementioned 10% goal, the Developer Parties shall make a cash contribution to the City's Public Parks and Open Space Trust Fund at the rate of $10.81 per sq. ft., as contemplated under Sec. 3.14.4.b.3. of Miami 21, for the square footage comprising the difference between the 10% Open Space goal and the minimum requirement of 6.5%. The amount of said contribution shall not exceed $241,000 for the maximum anticipated deficit of 22,293 sq. ft. of Open Space and shall be apportioned among the Developer Parties in accordance with the method set forth in subparagraph (4).

(4) Apportionment of the Cost of Woodson Mini-Park Enhancement, Park/Open Space Acquisition, & Open Space Contribution: The improvements and park acquisition referred to in subparagraphs (1), (2), and (3) above are called the "Park Contribution" (collectively, the "Contributions"). The cost of the Contributions shall be borne by each Developer Party commensurate with the size of their respective land holdings or total Lot Area, as defined in the Existing Zoning, in accordance with the following formula:

[Developer Party Lot Area (sq. ft.) / SAP Total Lot Area (sq. ft.)] * 100 = Developer Party Percentage Contribution (%).

Unless and to the extent that the Developer Parties otherwise agree by instrument signed by the Developer Parties and recorded in the Public Records of Miami-Dade County, Florida: (a) the Park Enhancement/Acquisition shall be initiated by the Retail Developer; (b) each Developer Party shall pay to the Retail Developer its share of such cost of the Park Enhancement/Acquisition as costs are incurred; (c) Retail Developer shall from time to time have the right to issue (and record at Retail Developer's option), certificates indicating the status of any sums due to it for the Park Contribution. Any such sums not paid to the Retail Developer within ten (10) days after such payment is due shall bear interest at the rate of 18% per annum (but not more than the highest rate permitted by law) and shall constitute a lien on the property within the SAP that is owned by such Developer Party from whom such payment is due.

(c) Street Right-of-Way Improvements. In order to foster a uniform aesthetic, the Developer Parties or Retail Developer Party, where appropriate, agree that any right-of-way improvements to the northern half of NE 38th Street, all of NE 39th Street, and the southern half of NE 42nd Street between NE 1st and 2nd Avenues, as

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well as right-of-way improvements to NE 1st and 2nd Avenues between NE 38th and 42nd Streets, shall include the entire length of the block, even when SAP Properties only make-up a portion of the block. The Retail Developer Party shall, at a minimum, improve the right-of-way immediately fronting SAP Properties along NE 40th and 41st Streets. Developer Parties and Retail Developer Party agree to construct and maintain, at their sole cost and expense, any non-standard improvements to the rights-of-way as described above.

The Developer Parties further agree to support the City's best efforts to effectuate the construction of improvements within portions of the right-of-way fronting non-SAP Properties and which will serve to create a uniform or complementary design aesthetic within the SAP Area, whether through the adoption of design guidelines requiring right-of-way enhancements which complement the non-standard improvements proposed by the Developer Parties, solicitation of an appropriation from another governmental body to construct such improvements, or other appropriate action. In the event the City's best efforts fail to procure either funding for or construction of the desired right-of-way improvements within three (3) years of the effective date of the Recorded Agreement, the Retail Developer Party further agrees to design and construct the improvements within the portions of right-of-way fronting on non-SAP Properties along NE 40th and 41st Streets.

(d) NE 42nd Street Landscaping Enhancements. As evidenced by the letter of support dated November of 2011 from the Buena Vista East Historic Neighborhood Association ("Association"), attached hereto as part of Exhibit "D". the Retail Developer party shall work collaboratively with the Association on the final design treatment for the north wall of the building slated for development on north block within the SAP Area, the preliminary design treatment for which is illustrated on pages A3.4 and A3.5 of the Design Concept Book, attached hereto as part of Exhibit "B". The Retail Developer Party shall present the final design treatment to the Planning Director for review and approval, following consultation with the Association, which review shall be evaluated for consistency with the standards set forth in Art. 4, Table 12.

(e) Community Engagement. Consistent with the expressed will of the City Commission, the Retail Developer Party shall, until the end of year 2016, not less than on a quarterly basis meet with the designated representatives of each of the following associations: (i) Buena Vista Heights Homeowners Association; (ii) Buena Vista East Historic Neighborhood Association; and (iii) Brentwood Neighborhood Association.

Section 16. Local Development Permits.

(a) The development of the SAP Property in accordance with the Existing Zoning is contemplated by Developer Parties. Redevelopment of the SAP Property may require additional permits or approvals from the City, County, State, or Federal government and any division thereof. Subject to required legal process and

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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:

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

(2) Covenant or Unity of Title acceptance or the release of existing unities or covenants;

(3) Building permits;

(4) Certificates of use and/or occupancy;

(5) Stormwater Permits;

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

(7) Any other official action of the City, County, or any other government agency having the effect of permitting development of the SAP Property.

(b) 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 on the SAP Properties 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.

Section 17. Necessity of Complying with Local Regulations Relative to Development Permits.

The Developer Parties 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 Parties of the necessity of complying with the regulation governing said permitting requirements, conditions, fees, terms, licenses, or restrictions.

Section 18. Reservation of Development Rights.

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

(b) Nothing herein shall prohibit an increase in the density or intensity of development permitted in the SAP Area in a manner consistent with (a) the Existing Zoning and/or the Comprehensive Plan, (b) any zoning change

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subsequently requested or initiated by a Developer Party in accordance with applicable provisions of law or (c) 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 Developer Parties or its successors or assigns to continue development of the SAP Property in conformity with Existing Zoning and all active prior and subsequent development permits or development orders granted by the City.

Section 19. Annual Review.

(a) The City shall review the development that is subject to this Agreement once every twelve (12) months, commencing twelve (12) months after the Effective Date, through the expiration or termination of this Agreement, or approved development right listed on pg. A1-9 of the Design Concept Book, whichever occurs first. The City shall begin the review process by giving notice to Developer Parties, a minimum of thirty (30) days prior to the anniversary date of the Agreement, of its intention to undertake the annual review of this Agreement. Copies of such annual review shall be provided to the Developer Parties.

(b) Any information required of a Developer Party during an annual review shall be limited to that information necessary to determine the extent to which the Developer Party is proceeding in good faith to comply with the terms of this Agreement.

(c) As part of the annual review, the Retail Developer Party and City Planning Director shall review the condition of the cross-block pedestrian connections between NE 38th and 39th Streets in order to determine whether the security needs of the said portion of the Retail Street Project warrant the continued limitations to on public access to the southern plaza from NE 38th Street via the cross-block pedestrian passages. In the event of a dispute between the Retail Developer Party and the City Planning Director regarding the reduction/elimination of restrictions to public access, the City Manager, or his or her designee, shall meet with both parties to discuss the issue and render a final, non-appealable determination regarding the same.

(d) If the City finds, on the basis of competent substantial evidence, that a Developer Party has not proceeded in good faith to comply with the terms of the Agreement, the City may take action to terminate or amend this Agreement with respect to said Developer Party. The City shall provide said Developer Party with written notice of its intent to terminate or amend the Agreement. Said notice shall state the reasons for the termination or amendment. Upon receipt of such notice, the Developer Party shall have thirty (30) days to cure the default, or such longer period of time as may reasonably be required to cure the default if the default by its nature cannot be cured within thirty (30) days; provided, however, that the

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Developer Party commences certain acts within thirty (30) days and diligently pursues the cure thereafter. Should the Developer Party fail to cure within the aforementioned period, the City may terminate or amend this Agreement as to that Developer Party in accordance with the requirements of Section 36.

Section 20. Notices.

(a) 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 overnight 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 the City: City Manager City of Miami 3500 Pan American Drive Miami, FL 33133

With a copy to: City Attorney City of Miami Miami Riverside Center 444 S.W. 2nd Ave., 9th Floor Miami, FL 33130

Planning & Zoning Director City of Miami Miami Riverside Center 444 S.W. 2nd Avenue, 3rd Floor Miami, FL 33130

To Developer Parties:

Ben Newton LLC Dacra Design 4141 LLCDacra Design Moore (Del.), LLC FCAA, LLC Half-Circle Property (Del.) LLC Lovely Rita Acquisitions, LLC MDDA Garage, LLC MDDA Morning Dew, LLC

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MID-I Lee, LLC Monte Carlo Associates (Del.) LLC Norwegian Wood Acquisitions, LLC Oak Plaza Associates (Del.) LLC Penny Lane Acquistions, LLC Sun King, LLC Sweet Virginia Acquisitions LLC Tiny Dancer Acquisitions LLC Uptown Girl Development LLC Attn:: Craig Robins 3841 NE 2nd Avenue, Ste. 400 Miami, FL 33137

Flagler Holding Group, Inc. Attn: John Petersen 4218 NE 2nd Avenue, 2nd Floor Miami, FL 33137

With copies to:

Akerman Senterfitt Attn: Neisen O. Kasdin, Esq. 1 SE 3rd Avenue, 25th Floor Miami, FL 33131

(b) 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.

(c) Upon the occurrence of any event of default by any Developer Party, as described in Section 28, or a determination by the City that a Developer Party has not proceeded in good faith to comply with the terms of this Agreement, as described in Section 19, the City shall provide written, courtesy notice of said default to each non-defaulting Developer Party. Said notice shall identify the name of the defaulting party, the address of the subject property(ies), and specify the default.

Section 21. Exclusive Venue, Choice of Law, Specific Performance. It is mutually understood and agreed by the parties hereto, that this Agreement shall be governed by the laws of the State of Florida, and any applicable federal law, both as to interpretation and performance, and that any action at law, suit in equity or judicial proceedings for the enforcement of this 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 Developer Parties shall each have the right to specific performance of this Agreement in court. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion or

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pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably waive any rights to a jury trial.

Section 22. Voluntary Compliance. Developer Parties and the City agree that in the event all or any part of this Agreement is struck down by judicial proceeding or preempted by legislative action, Developer Parties and the City shall continue to honor the terms and conditions of this Agreement to the extent allowed by law.

Section 23. No Oral Change or Termination. This Agreement and the exhibits and appendices appended hereto and incorporated herein by reference, if any, constitute the entire Agreement between the parties with respect to the subject matter hereof. This Agreement supersedes any prior agreements or understandings between the parties with respect to the subject matter hereof, and no change, modification or discharge hereof in whole or in part shall be effective unless such change, modification or discharge is in writing and signed by the party against whom enforcement of the change, modification or discharge is sought. This Agreement cannot be changed or terminated orally.

Section 24. Compliance with Applicable Law. Subject to the terms and conditions of this Agreement, throughout the Term of this Agreement, Developer Parties and City shall comply with all applicable federal, state or local laws, rules, regulations, codes, ordinances, resolutions, administrative orders, permits, policies and procedures and orders that govern or relate to the respective Parties' obligations and performance under this Agreement, all as they may be amended from time to time.

Section 25. Representations; Representatives. Each party represents to the others that this Agreement has been duly authorized, delivered and executed by such party and constitutes the legal, valid and binding obligation of such party, enforceable in accordance with its terms.

Section 26. 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, except where otherwise expressly provided.

Section 27. Failure to Exercise Rights not a Waiver: Waiver Provisions. The failure by any party to promptly exercise any right arising hereunder shall not constitute a waiver of such right unless otherwise expressly provided herein. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing.

Section 28. Events of Default.

(a) An event of default by any one Developer Party shall not constitute an event of default by all Developer Parties and shall not adversely affect the rights of those parties in good standing under this Agreement.

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(b) A Developer Party shall be in default under this Agreement if Developer Party 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 of written 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 Developer Party shall not be in default if it commences to cure such breach within thirty (30) days and diligently prosecutes such cure to completion.

(c) 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 following receipt of written notice from any Developer Party 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 thirty (30) days and diligently prosecutes such cure to completion.

(d) It shall not be a default under this Agreement if any party is declared bankrupt by a court of competent jurisdiction. All rights and obligations in this Agreement shall survive such bankruptcy of either party. The parties hereby forfeit any right to terminate this Agreement upon the bankruptcy of the other party.

(e) The default of a successor or assignee of any portion of Developer Party's rights hereunder shall not be deemed a breach by such Developer Party.

Section 29. Remedies Upon Default.

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

(b) Upon the occurrence of a default by a party to this Agreement not cured within the applicable grace period, Developer Parties 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.

Section 30. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, hereafter be determined to be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and shall continue in full force and effect.

Section 31. Assignment &Transfer. This Agreement shall be binding upon each Developer Party and its heirs, successors and assigns, including the successor to or assignee of any Property Interest. Each Developer Party, in its sole discretion, may assign, in whole or in part, this Agreement or 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

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approval of the City. Notice of any assignment or transfer shall be provided to the City in accordance with the requirements of Section 20. Any such assignee shall assume all applicable rights and obligations under this Agreement and upon such assumption, the assigning party shall be released from all obligations assumed by such assignee.

Section 32. Obligations Surviving 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 year term following the earlier of the effective date of such termination or the expiration of the Term: (i) the exclusive venue and choice of law provisions contained herein; (ii) rights of any party arising during or attributable to the period prior to expiration or earlier termination of this 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.

Section 33. Lack of Agency Relationship. Nothing contained herein shall be construed as establishing an agency relationship between the City and Developer Parties and neither Developer Parties 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 Developer Parties or their subsidiaries, divisions or affiliates.

Section 34. Cooperation; Expedited Permitting and Time is of the Essence.

(a) The Parties agree to cooperate with each other to the full extent practicable pursuant to the terms and conditions of this 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 Developer Parties in achieving its development and construction milestones. The City will accommodate requests from Developer Parties' 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 a primary (though not exclusive) duty to serve as the City's point of contact and liaison with Developer Parties 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.

(b) Notwithstanding the foregoing, the City shall not be obligated to issue development permits to the extent a Developer does not comply with the applicable requirements of the Existing Zoning, the Comprehensive Plan, this Agreement and applicable building codes.

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Section 35. Enforcement.

(a) In the event that a Developer Party, its successors and/or assigns fail to act in accordance with the terms of the Existing Zoning, the City shall seek enforcement of said violation upon the property(ies) within the SAP controlled by such Developer Party or its successor and/or assigns, as applicable.

(b) Enforcement of this Agreement shall be by action against any parties or person violating, or attempting to violate, any covenants set forth in this Agreement. The prevailing party in any action or suit pertaining to or arising out of this Agreement 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 his/her/its attorney.

(c) This enforcement provision shall be in addition to any other remedies available at law, in equity or both.

Section 36. Amendment or Termination by Mutual Consent. This Agreement may not be amended or terminated during its term except by mutual agreement of a Developer Party and the City or following an event of default. Prior to any amendment or termination of this Agreement during its term, the City shall hold two public hearings before the City Commission to consider and deliberate regarding such amendment or termination.

Section 37. Third Party Defense. City and Developer Parties shall, 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 (2013), (ii) a petition for writ of certiorari, (iii) an action for declaratory judgment, or (iv) any claims for loss, damage, liability, or expense (including reasonable attorneys' fees). City and Developer Parties 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.

Section 38. No Conflict of Interest. Developer Parties agree to comply with Section 2-612 of the City Code as of the Effective Date, with respect to conflicts of interest.

Section 39. No Third-Party Beneficiary. No persons or entities other than Developer Parties and the City, their heirs, permitted successors and assigns, shall have any rights whatsoever under this Agreement.

Section 40. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement.

Section 41. Status. Upon request from time to time by any Developer Party, or its successor and/or assigns, or any mortgagee of any Developer Party or its successor and/or assign, the City shall deliver to such requesting party a letter (in recordable form, if requested) stating whether the obligations of such Developer Party or its successor and/or assign under this Agreement are current and in good standing or have been satisfied. In the event such Developer Party or its

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successor and/or assign is not current in its obligations or such obligations are not satisfied, said letter shall state the particular manner in which such person's obligations under this Agreement are not current and in good standing or have not yet been satisfied.

NOW, THEREFORE, the City and Developer Parties have caused this Agreement to be duly executed.

[Signature blocks for City and Developer Parties]

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IN WITNESS hereof the parties have caused this Agreement to be duly entered into and

signed as of the date written above.

Ben Newton LLC a Delaware limited liability company, by MIAMI DESIGN DISTRICT

ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its Manager

Witnesses: By: _______________________________ _____________________________ Print Name: ________________________ Print Name: __________________ Title: ___________________________ _____________________________ Print Name: __________________ STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this _____ day of _________, 2013, by _______________________, as _______________of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER LLC, a Delaware limited liability company, in its capacity as Manager of Ben Newton LLC. He is personally known to me or produced ___________________________ as identification. My commission expires:

____________________________________ NOTARY PUBLIC, State of Florida at-Large

Print Name: _________________________

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Dacra Design 4141 LLC a Delaware limited liability company, by

DACRA 4141 MANAGING MEMBER, INC., a Florida corporation, its Managing Member.

Witnesses: By: _______________________________ _____________________________ Print Name: ________________________ Print Name: __________________ Title: ___________________________ _____________________________ Print Name: __________________ STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this _____ day of _________, 2013, by _______________________, as _______________of DACRA 4141 MANAGING MEMBER, INC., a Florida corporation, on behalf of that corporation in its capacity as Managing Member of Dacra Design 4141 LLC, a Delaware limited liability company, on behalf of that company. He is personally known to me or who produced ___________________________ as identification. My commission expires:

____________________________________ NOTARY PUBLIC, State of Florida at-Large Print Name: _________________________

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

Dacra Design Moore (Del.), LLC a Delaware limited liability company, by

MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its Manager

Witnesses: By: _______________________________ _____________________________ Print Name: ________________________ Print Name: __________________ Title: ___________________________ _____________________________ Print Name: __________________ STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this _____ day of _________, 2013, by _______________________, as _______________of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, in its capacity as Manager of Dacra Design Moore (Del.), LLC, who is personally known to me or who produced ___________________________ as identification. My commission expires:


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Print Name: _________________________

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FCAA, LLC a Delaware limited liability company, by


Witnesses: By: _______________________________ _____________________________ Print Name: ________________________ Print Name: __________________ Title: ___________________________ _____________________________ Print Name: __________________ STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this _____ day of _________, 2013, by _______________________, as _______________of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, in its capacity as Manager of FCAA, LLC. He is personally known to me or produced ___________________________ as identification. My commission expires:


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Half-Circle Property (Del.) LLC a Delaware limited liability company, by

HALF-CIRCLE PARENT, LLC, a Delaware limited liability company, its Manager

Witnesses: By: _______________________________ _____________________________ Print Name: ________________________ Print Name: __________________ Title: ___________________________ _____________________________ Print Name: __________________ STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this _____ day of _________, 2013, by _______________________, as _______________of HALF-CIRCLE PARENT, LLC, a Delaware limited liability company, in its capacity as Manager of Half-Circle Property (Del.) LLC. He is personally known to me or produced ___________________________ as identification. My commission expires:


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Lovely Rita Acquisitions, LLC a Delaware limited liability company, by MDDA SWEET BIRD MANAGER, LLC, a Delaware limited liability company, its

Manager Witnesses: By: _______________________________ _____________________________ Print Name: ________________________ Print Name: __________________ Title: ___________________________ _____________________________ Print Name: __________________ STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this _____ day of _________, 2013, by _______________________, as _______________of MDDA SWEET BIRD MANAGER LLC, a Delaware limited liability company, in its capacity as Manager of Lovely Rita Acquisitions, LLC. He is personally known to me or produced ___________________________ as identification. My commission expires:


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MDDA MORNING DEW, LLC a Delaware limited liability company, by


Witnesses: By: _______________________________ _____________________________ Print Name: ________________________ Print Name: __________________ Title: ___________________________ _____________________________ Print Name: __________________ STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this _____ day of _________, 2013, by _______________________, as _______________of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, in its capacity as Manager of MDDA Morning Dew, LLC. He is personally known to me or produced ___________________________ as identification. My commission expires:


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Print Name: _________________________

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MID-I Lee, LLC a Delaware limited liability company, by


Witnesses: By: _______________________________ _____________________________ Print Name: ________________________ Print Name: __________________ Title: ___________________________ _____________________________ Print Name: __________________ STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this _____ day of _________, 2013, by _______________________, as _______________of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, in its capacity as Manager of MID-I Lee, LLC. He is personally known to me or produced ___________________________ as identification. My commission expires:


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Monte Carlo Associates (Del.) LLC a Delaware limited liability company, by


Witnesses: By: _______________________________ _____________________________ Print Name: ________________________ Print Name: __________________ Title: ___________________________ _____________________________ Print Name: __________________ STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this _____ day of _________, 2013, by _______________________, as _______________of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER LLC, a Delaware limited liability company, in its capacity as Manager of Monte Carlo Associates (Del.) LLC. He is personally known to me or produced ___________________________ as identification. My commission expires:


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Norwegian Wood Acquisitions, LLC a Delaware limited liability company, by MDDA SWEET BIRD MANAGER, LLC, a Delaware limited liability company, its

Manager Witnesses: By: _______________________________ _____________________________ Print Name: ________________________ Print Name: __________________ Title: ___________________________ _____________________________ Print Name: __________________ STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this _____ day of _________, 2013, by _______________________, as _______________of MDDA SWEET BIRD MANAGER LLC, a Delaware limited liability company, in its capacity as Manager of Norwegian Wood Acquisitions, LLC. He is personally known to me or produced ___________________________ as identification. My commission expires:


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Oak Plaza Associates (Del.) LLC a Delaware limited liability company, by


Witnesses: By: _______________________________ _____________________________ Print Name: ________________________ Print Name: __________________ Title: ___________________________ _____________________________ Print Name: __________________ STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this _____ day of _________, 2013, by _______________________, as _______________of MIAMI DESIGN DISTRICT ASSOCIATES MANAGER LLC, a Delaware limited liability company, it its capacity as Manager of Oak Plaza Associates (Del.) LLC. He is personally known to me or produced ___________________________ as identification. My commission expires:


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Penny Lane Acquisitions, LLC a Delaware limited liability company, by

MDDA PHASE III HOLDINGS, LLC, a Delaware limited liability company, its sole Member by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its Manager

Witnesses: By: _______________________________ _____________________________ Print Name: ________________________ Print Name: __________________ Title: ___________________________ _____________________________ Print Name: __________________ STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this _____ day of _________, 2013, by _______________________, as _______________of MDDA PHASE III HOLDINGS, LLC, a Delaware limited liability company, its sole member by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, in its capacity as Manager of Penny Lane Acquisitions, LLC. He is personally known to me or produced ___________________________ as identification. My commission expires:


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Sweet Virginia Acquisitions LLC a Delaware limited liability company, by MDDA PHASE III HOLDINGS, LLC, a Delaware limited liability company, its sole

member by MIAMI DESIGN DISTRICT

ASSOCIATES MANAGER, LLC, a Delaware limited liability company, its Manager

Witnesses: By: _______________________________ _____________________________ Print Name: ________________________ Print Name: __________________ Title: ___________________________ _____________________________ Print Name: __________________ STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this _____ day of _________, 2013, by _______________________, as _______________of MDDA PHASE III HOLDINGS, LLC, a Delaware limited liability company, its sole member by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER LLC, a Delaware limited liability company, in its capacity as Manager of Sweet Virginia Acquisitions LLC. He is personally known to me or produced ___________________________ as identification. My commission expires:


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Print Name: _________________________

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Tiny Dancer Acquisitions LLC a Delaware limited liability company, by

MDDA STARDUST MANAGER, LLC, a Delaware limited liability company, its Manager

Witnesses: By: _______________________________ _____________________________ Print Name: ________________________ Print Name: __________________ Title: ___________________________ _____________________________ Print Name: __________________ STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this _____ day of _________, 2013, by _______________________, as _______________of MDDA STARDUST MANAGER LLC, a Delaware limited liability company, in its capacity as manager of Tiny Dancer Acquisitions LLC. He is personally known to me or produced ___________________________ as identification. My commission expires:


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Sun King, LLC a Delaware limited liability company, by

MDDA PHASE III HOLDINGS, LLC, a Delaware limited liability company, its sole member by MIAMI DESIGN DISTRICT ASSOCIATES MANAGER, LLC, a Delaware limited Liability company, its Manager

Witnesses: By: _______________________________ _____________________________ Print Name: ________________________ Print Name: __________________ Title: ___________________________ _____________________________ Print Name: __________________ STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this _____ day of _________, 2013, by _______________________, as _______________of MDDA Phase III Holdings, LLC, a Delaware limited liability company, in its capacity as managing member of Sun King, LLC. He is personally known to me or produced ___________________________ as identification. My commission expires:


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Uptown Girl Development LLC a Delaware limited liability company, by

MDDA STARDUST MANAGER, LLC, a Delaware limited liability company, its Manager

Witnesses: By: _______________________________ _____________________________ Print Name: ________________________ Print Name: __________________ Title: ___________________________ _____________________________ Print Name: __________________ STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this _____ day of _________, 2013, by _______________________, as _______________of MDDA STARDUST MANAGER, LLC, a Delaware limited liability company, in its capacity as Manager of Uptown Girl Development LLC. He is personally known to me or produced ___________________________ as identification. My commission expires:


Print Name: _________________________

{27271933;1} 46


Flagler Holding Group, Inc. a Florida for-profit corporation Witnesses: By: _______________________________ _____________________________ Print Name: ________________________ Print Name: __________________ Title: ___________________________ _____________________________ Print Name: __________________ STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this _____ day of _________, 2013, by _______________________, as _______________of Flagler Holding Group, Inc., who is personally known to me or who produced ___________________________ as identification. My commission expires:


{27271933;1} 47



CITY OF MIAMI, a municipal corporation located within the State of Florida Witnesses: By: _______________________________ _____________________________ Johnny Martinez City Manager Print Name: __________________ _____________________________

Approved as to form and correctness: Print Name: __________________

By: __________________________ Victoria Méndez

City Attorney STATE OF FLORIDA ) ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this _____ day of _________, 2013, by Johnny Martinez, in his capacity as City Manager, on behalf of the municipal corporation, who is personally known to me or who produced ______________________ as identification. My commission expires:


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Exhibit "A"

Legal Descriptions of the Property

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Map #1: La Verne

SUBJECT PROPERTY STREET ADDRESS(ES): 90 NE 39th St (Folio No. 01-3124-029-0130) SUBJECT PROPERTY LEGAL DESCRIPTION: Lots 1, 2 and 3, Block 2, of BILTMORE COURT, according

to the Plat thereof, as recorded in Plat Book 7, at Page 37, of the Public Records of Miami-Dade County, Florida.

Map #2: Elecktra

SUBJECT PROPERTY STREET ADDRESS(ES): 3801 NE 1st Avenue (Folio No. 01-3124-033-0120 & 01-3124-033-0100)

100 NE 39th Street (Folio No. 01-3124-030-0210) 105 NE 38th Street (Folio No. 01-3124-033-0110) SUBJECT PROPERTY LEGAL DESCRIPTION: Lots 21 and 22, LESS the West 13 feet of Lot 22, Block 1, of

COMMERCIAL BUENA VISTA, according to the Plat thereof, as recorded in Plat Book 14, at Page 56, of the Public Records of Miami-Dade County, Florida.

Parcel 12B: Lot "B", of BILTMORE COURT, according to the Plat thereof, as recorded in Plat Book 7, at Page 37, of the Public Records of Miami-Dade County, Florida. Parcel 12C: All of Lots 15, 16, 17, 18, 19, 20 and 23, Block 1, of COMMERCIAL BUENA VISTA, according to the Plat thereof, as recorded in Plat Book 14, at Page 56, of the Public Records of Miami-Dade County, Florida. Parcel 12D: Lots 12 and 13, Block 2, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami-Dade County, Florida. Parcel 12E: The West 13 feet of Lot 22, Block 1, of COMMERCIAL BUENA VISTA, according to the Plat thereof as recorded in Plat Book 14, Page(s) 56, of the Public Records of Miami-Dade County, Florida.

Map #3: Rothman

SUBJECT PROPERTY STREET ADDRESS(ES): 108 NE 39th Street (Folio No. 01-3124-030-0200)

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SUBJECT PROPERTY LEGAL DESCRIPTION: Lot 11, Block 2, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami-Dade County, Florida.

Together with an easement over the East 0.12 feet of Lot 12, Block 2, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami-Dade County, Florida, created by Quit Claim Deed Creating Perpetual Easement, filed September 3, 1985, in Official Records Book 12624, at Page 676.

Map #4: Palm Lot

SUBJECT PROPERTY STREET ADDRESS(ES): 140 NE 39th St (Folio No. 01-3124-030-0170) SUBJECT PROPERTY LEGAL DESCRIPTION:

The West 50 feet of Lot 1, and Lots 7 to 14, both inclusive, and Lots 24 to 31, both inclusive, Block 1, COMMERCIAL BUENA VISTA, according to the Plat thereof, as recorded in Plat Book 14, at Page 56, of the Public Records of Miami-Dade County, Florida. Also known as: The West 75 feet of Lot 1, less the East 25 feet thereof, and Lots 7 to 14, both inclusive, and Lots 24 to 31, both inclusive, Block 1, COMMERCIAL BUENA VISTA, according to the Plat thereof, as recorded in Plat Book 14, at Page 56, of the Public Records of Miami-Dade County, Florida. And Parcel 10B: Lots 8 and 9, Block 2, of MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami-Dade County, Florida.

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Map #5: Booth

SUBJECT PROPERTY STREET ADDRESS(ES): 3821 NE 1st Court (Folio No. 01-3124-033-0010) SUBJECT PROPERTY LEGAL DESCRIPTION: Parcel 1A:

The East 100 feet of Lot 1, all of Lots 2 through 5, Block 1, COMMERCIAL BUENAVISTA, according to the Plat thereof, as recorded in Plat Book 14, at Page 56, of the Public Records of Miami-Dade County, Florida. Less: That portion thereof beginning at the Northeast corner of Lot 1, Block 1, thence go West 5 feet, thence South 9.30 feet, thence East 0.82 feet, thence South 61.44 feet, thence East 3.8 feet to the East line, thence North 70.9 feet, to the Point of Beginning.

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Map #6: Booth

SUBJECT PROPERTY STREET ADDRESS(ES): 3821 NE 1st Court (Folio No. 01-3124-033-0130) SUBJECT PROPERTY LEGAL DESCRIPTION: Parcel 1B:

Lots 33 through 36, inclusive, Block 1, COMMERCIAL BUENA VISTA, according to the Plat thereof, as recorded in Plat Book 14, at Page 56, of the Public Records of Miami-Dade County, Florida. And That portion of land thereof beginning 146.40 feet West of the Southeast corner of Lot 8, NEWTON SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 3, at Page 126, of the Public records of Miami-Dade County, Florida, thence run North 137.00 feet; thence West 46.50 feet; thence South 137.00 feet; thence East 46.50 feet to the Point of Beginning. Less and Except: A portion of NEWTON SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 3, at Page 126, of the Public Records of Miami-Dade County, Florida, and being more particularly described as follows: Begin at the Southeast corner of Lot 36, Block 1, COMMERCIAL BUENA VISTA, according to the Plat thereof, as recorded in Plat Book 14, at Page 56, of said Public Records of Miami-Dade County, Florida; thence South 89°46’20” East along the Easterly projection of the South line of said Block 1, said line also being the North right-of-way line of N.E. 38th Street as shown on said plat of COMMERCIAL BUENA VISTA for 46.50 feet to a point being 146.40 feet West of the East line of said NEWTON SUBDIVISION and as measured along a line parallel with the centerline of said N.E. 38th Street as shown on said plat of COMMERCIAL BUENA VISTA; thence South 00°00’35” West for 25.00 feet to said centerline of N.E. 38th Street; thence North 89°46’20” West along said centerline of N.E. 38th Street for 46.50 feet to a point on the West line of said NEWTON SUBDIVISION; thence North 00°00’18” East along said West line of NEWTON SUBDIVISION for 25.00 feet to the Point of Beginning.

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Map #7: Buena Vista

SUBJECT PROPERTY STREET ADDRESS(ES): 180 NE 39TH Street (Folio No. 01-3124-030-0100) SUBJECT PROPERTY LEGAL DESCRIPTION: Lots 1 to 6, inclusive, and the East 25 feet of Lot 7, in Block 2

of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami- Dade County, Florida.

Beginning at the Southwest corner of Lot 3, in Block 2, of MAGNOLIA COURT; thence run North along the West ends of Lots 3, 2 and 1 of said Block 2, to the Northwest corner of Lot 1, of said Block 2; thence run West 9 feet to the Northeast comer of Lot 4, Block 2, of MAGNOLIA COURT; thence run South along the East side of Lot 4, Block 2, to the Southeast comer of Lot 4 of said Block 2; thence run East 9 feet to the Point of Beginning, being all that certain unnumbered Lot, 9 feet wide by 93.45 feet deep, lying directly West of Lots 1, 2 and 3, of Block 2, MAGNOLIA COURT, and directly East of Lot 4, of said Block 2, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami-Dade County, Florida. Lots 1, 2, 3 and 4, of NEWTON’S SUBDIVISION, according to the plat thereof, as recorded in Plat Book 3, at Page 126, of the Public Records of Miami-Dade County, Florida, less the East 20 feet thereof. Begin at the Northwest corner of Lot 1, of NEWTON’S SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 3, at Page 126, of the Public Records of Miami-Dade County, Florida; thence West 92.9 feet; thence South 70.9 feet; thence East 46.5 feet; thence South 112.00 feet; thence East 46.4 feet; thence run North 182.9 feet to the point of beginning. Begin at the Northeast corner of Lot 1, Block 1, COMMERCIAL BUENA VISTA SUBDIVISION, a subdivision recorded in Plat Book 14, at Page 56, of the Public Records of Miami-Dade County, Florida, and run West 5.00 feet; thence run South 9.3 feet; thence run East 0.82 feet; thence run South 61.44 feet; thence run East 3.8 feet to the East line of Lot 2 of said subdivision; thence North 70.9 feet to the point of beginning.

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Map #8: Buick

SUBJECT PROPERTY STREET ADDRESS(ES): 3841 NE 2ND Avenue (Folio No. 01-3219-011-0100) SUBJECT PROPERTY LEGAL DESCRIPTION: The North 68.32 feet of Lot 2, and all of Lot 3, of SECOND

AMENDED PLAT OF MAGNOLIA PARK, according to the Plat thereof, as recorded in Plat Book 5, at Page 25, of the Public Records of Miami-Dade County, Florida, together with that certain twelve-foot strip of land lying adjacent to and immediately East of the above-described property, said twelve-foot strip having for its Easterly boundary the Florida East Coast Railroad right-of-way.

Map #9: Tuttle South

SUBJECT PROPERTY STREET ADDRESS(ES): 3725 Biscayne Boulevard (Folio No. 01-3219-045-0010) SUBJECT PROPERTY LEGAL DESCRIPTION:

Tract A of VIA TUTTLE SUBDIVISION, according to the plat thereof, as recorded in Plat Book 163, at Page 59, of the Public Records of Miami-Dade County, Florida. a/k/a - Tuttle South – 3725 Biscayne Blvd. formerly described as: Lot 32, less that part in Biscayne Boulevard, and Lots 33 through 36, less the West 6 feet thereof, MAGNOLIA PARK, 2ND AMENDED PLAT THEREOF, according to the Plat thereof, as recorded in Plat Book 5, at Page 25, of the Public Records of Miami-Dade County, Florida; AND Lots 33, 35 and 37, of BUENA VISTA BISCAYNE BADGER CLUB SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 1, at Page 115, of the Public Records of Miami-Dade County, Florida;

AND The North 34.88 feet of Lot 31 of BUENA VISTA BISCAYNE BADGER CLUB SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 1, at Page 115, of the Public Records of Miami-Dade County, Florida; AND The East one foot of the West 6 feet of Lot 36, MAGNOLIA PARK, 2ND AMENDED PLAT THEREOF, according to the Plat thereof, as recorded in Plat Book 5, at Page 25, of the Public Records of Miami-Dade County, Florida.

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Map #10: Tuttle North

SUBJECT PROPERTY STREET ADDRESS(ES): 299 NE 38th Street (Folio No. 01-3219-011-0330) SUBJECT PROPERTY LEGAL DESCRIPTION: Lots 37, 38 and 39, SECOND AMENDED PLAT OF

MAGNOLIA PARK, less right of way of Biscayne Boulevard, according to the plat thereof, as recorded in Plat Book 5, at Page 25, of the Public Records of Miami-Dade County, Florida.

Map #11: Norwegian Wood*

SUBJECT PROPERTY STREET ADDRESS(ES): 92 NE 40TH Street (Folio No. 01-3124-027-0270) SUBJECT PROPERTY LEGAL DESCRIPTION: LOTS 1, 2 AND 3, IN BLOCK 3, OF AMENDED PLAT OF

COMMERCIAL BILTMORE, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 6, AT PAGE 132, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA.

Map #12: Casa/Lady Jane*

SUBJECT PROPERTY STREET ADDRESS(ES): 99 NE 39TH Street (Folio No. 01-3124-029-0010) SUBJECT PROPERTY LEGAL DESCRIPTION: Lots 1 and 2 , Block 1 of BILTMORE COURT, according to

the Plat thereof, as recorded in Plat Book 7, Page 37, of the Public Records of Miami-Dade County, Florida.

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Map #13: Cumberland/JBL

SUBJECT PROPERTY STREET ADDRESS(ES): 100 NE 40TH Street (Folio No. 01-3124-028-0160) 108 NE 40TH Street (Folio No. 01-3124-030-0200)

101 NE 39th Street (Folio No. 01-3124-030-0890)

SUBJECT PROPERTY LEGAL DESCRIPTION: Parcel 1:

Lots 21, 22 and 23, of SECOND SECTION COMMERCIAL BILTMORE, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami-Dade County, Florida.

Parcel 2:

Lot “A”, of BILTMORE COURT, according to the P1st thereof, as recorded in Plat Book 7, at Page 37 of the Public Records of Miami-Dade County, Florida.

Parcel 3:

Unnumbered Lot 13 x 100 feet East of Moore Parkway and West of J.W. Wallace Tract, COMMERCIAL BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami-Dade County, Florida.

Parcel 4:

Lot 12, less the East 3 feet thereof, and Lot 13, in Block 1, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami-Dade County, Florida, less that part of said Lot 13 described as follows:

Beginning at the Southwesterly corner of Lot 13, Block 1, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami-Dade County, Florida; thence run Eastwardly along the Southerly line of said Lot 13, a distance of Twelve (12) feet to a point of curve; thence run Westwardly and Northwestwardly along the arc of a tangential curve to the right, having a radius of Twenty-Five (25) feet and a central angle of 28°41’07” for a distance of 12.52 feet to a point on the Westerly line of said Lot 13; thence run Southwardly along the Westerly line of said Lot 13 a distance of 3.07 feet to the Point of Beginning. Lot 11, Block 2, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami-Dade County, Florida. Together with easement over East 0.12 feet of Lot 12, Block 2, of MAGNOLIA COURT, according to the Plat thereof, as recorded in Plat Book 6, at Page 015, of Public Record of

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Miami-Dade County, Florida, created by Quick Claim Deed granting Perpetual Easement, filed September 3, 1985, in Official Records Book 12624, at Page 676.

Map #14: Hale Daniel

SUBJECT PROPERTY STREET ADDRESS(ES): 119 NE 39th Street (Folio No. 01-3124-030-0080) SUBJECT PROPERTY LEGAL DESCRIPTION: Lot 11 and the East 3 feet of Lot 12, in Block 1 of

MAGNOLIA COURT, according to the Plat thereof as recorded in Plat Book 6, Page(s) 105, of the Public Records of Miami-Dade County, Florida.

Map #15: Oak Plaza Collins

SUBJECT PROPERTY STREET ADDRESS(ES): 139 NE 39th Street (Folio No. 01-3124-030-0060) SUBJECT PROPERTY LEGAL DESCRIPTION: Lots 9 and the Westerly 12 feet of Lot 8, in Block 1, of

MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami-Dade County, Florida.

Also known as:

Lot 9 and the West 12 feet of Lot 8, in Block 1, MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami-Dade County, Florida.

Map #16: Oak Plaza Loggia

SUBJECT PROPERTY STREET ADDRESS(ES): 163 NE 39th Street (Folio No. 01-3124-030-0050) SUBJECT PROPERTY LEGAL DESCRIPTION: Lots 6, 7, and 8 (minus the Westerly 12 feet of Lot 8), in

Block 1, of MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami-Dade County, Florida.

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Map #17: Oak Plaza KVA

SUBJECT PROPERTY STREET ADDRESS(ES): 150 NE 40th Street (Folio No. 01-3124-028-0080) SUBJECT PROPERTY LEGAL DESCRIPTION: The West 20 feet of Lot 12, and all of Lot 13, of

COMMERCIAL BILTMORE, SECOND SECTION, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami-Dade County, Florida.

Also known as: The West 20 feet of Lot 12, and all of Lot 13, of SECOND SECTION, COMMERCIAL BILTMORE 1924, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami-Dade County, Florida.

Map #18: Oak Plaza Twery

SUBJECT PROPERTY STREET ADDRESS(ES): 160 NE 40th Street (Folio No. 01-3124-028-0060) SUBJECT PROPERTY LEGAL DESCRIPTION: Lots 10, 11 and the East 5 feet of Lot 12, of SECOND

SECTION, COMMERCIAL BILTMORE 1924, according to the plat thereof, as recorded In Plat Book 12, at Page 44, of the Public Records of Miami-Dade County, Florida

Map #19: Thomas Maier

SUBJECT PROPERTY STREET ADDRESS(ES): 170 NE 40th Street (Folio No. 01-3124-028-0040) SUBJECT PROPERTY LEGAL DESCRIPTION: Lots 7 and 8, of COMMERCIAL BILTMORE SECOND

SECTION, according to the Plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami-Dade County, Florida.

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Map #20: Melin

SUBJECT PROPERTY STREET ADDRESS(ES): 3930 NE 2ND Avenue (Folio No. 01-3124-028-0010) SUBJECT PROPERTY LEGAL DESCRIPTION: Parcel 3:

Lots 1 through 6 inclusive, of SECOND SECTION, COMMERCIAL BILTMORE 1924, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami-Dade County, Florida, and Lots 1 through 4, inclusive, Block 1, and unnumbered Lot East of Lot 4, Block 1, of MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami-Dade County, Florida. LESS Those portions of Lots 1, 2 and 3, Block 1, MAGNOLIA COURT, according to the plat thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami-Dade County, Florida, being more particularly described as follows: The East 10 feet of Lots 1, 2 and 3, and the external area of a circular curve, contained within said Lot 3, concave to the Northwest having a radius of 25 feet and tangents which are 25 feet North of and parallel with the centerline of N.E. 39th Street and 35 feet West of and parallel with the centerline of N.E. 2nd Avenue; AND LESS Those portions of Lots 1, 2 and 3, SECOND SECTION, COMMERCIAL BILTMORE 1924, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public Records of Miami-Dade County, Florida, being more particularly described as follows: The East 2 feet of Lots 1, 2 and 3, and the external area of a circular curve, contained within said Lot 3, concave to the Southwest having a radius of 25 feet and tangents which are 33 feet South of and parallel with the centerline of N.E. 40th Street and 35 feet West of and parallel with the centerline of N.E. 2nd Avenue.

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Map #21: Newton

SUBJECT PROPERTY STREET ADDRESS(ES): 201 NE 39th Street (Folio No. 01-3129-012-0010) SUBJECT PROPERTY LEGAL DESCRIPTION: Lots 1 and 2 and the 10.00 foot easterly adjacent alley, PLAT

SHOWING RESUBDIVISION OF LOTS 4, 5, 6 & 7 OF SECOND AMENDED PLAT OF MAGNOLIA PARK, according to the Plat thereof, as recorded in Plat Book 4, at Page 150, of the Public Records of Miami-Dade County, Florida.

Map #22, #28, #29, #30, #31, #32, #33, & 34: Asi-Casa*

SUBJECT PROPERTY STREET ADDRESS(ES): 60 NE 41ST Street (Folio No. 01-3124-024-1390) 56 NE 41st Street (Folio No. 01-3124-024-1400) 42 NE 41st Street (Folio No. 01-3124-024-1410) 34 NE 41st Street (Folio No. 01-3124-024-1420) 90 NE 41st Street (Folio No. 01-3124-024-1360) 84 NE 41st Street (Folio No. 01-3124-024-1370) 80 NE 41st Street (Folio No. 01-3124-024-1380) 81 NE 40th Street (Folio No. 01-3124-027-0130) SUBJECT PROPERTY LEGAL DESCRIPTION: Parcel 1:

Lots 4, 5, 6, 7 and 8, Block 9, of BILTMORE, according to Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami-Dade County, Florida. Parcel 2: Lots 1, 2, and 3, Block 9, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami-Dade County, Florida. Parcel 3: Lots 5, 6, and 7, Block 2, of COMMERCIAL BILTMORE AMENDED, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, on the Public Records of Miami-Dade County, Florida.

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Map #23: Suttin*

SUBJECT PROPERTY STREET ADDRESS(ES): 95 NE 40TH Street (Folio No. 01-3124-027-0120) SUBJECT PROPERTY LEGAL DESCRIPTION: Lots 1, 2, 3 and 4 of Block 2, of Commercial Biltmore

Amended, according to the Plat thereof, as recorded in Plat Book 6, at page 132, of the Public Records of Miami-Dade County, Florida.

Map #24: Rosen

SUBJECT PROPERTY STREET ADDRESS(ES): 151 NE 40th Street (Folio No. 01-3124-027-0060) SUBJECT PROPERTY LEGAL DESCRIPTION: Lots 13 and 14, Block 1 of AMENDED PLAT OF

COMMERCIAL BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami-Dade County, Florida.

Map #25: Mosaic/Chatham

SUBJECT PROPERTY STREET ADDRESS(ES): 155 NE 40th Street (Folio No. 01-3124-027-0040) SUBJECT PROPERTY LEGAL DESCRIPTION: Parcel 3A:

Lots 8, 9, 10, 11 and 12, Block 1, of AMENDED PLAT OF COMMERCIAL BILTMORE, according to the plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami-Dade County, Florida.

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Map #26, #27, #35, #41, & #42: Moore – Garden Lounge / Moore Building / Moore 140 / Moore 77 / Moore 115

SUBJECT PROPERTY STREET ADDRESS(ES): 175 NE 40TH Street (GL) (Folio No. 01-3124-025-0020)

4040 NE 2nd Avenue (Folio No. 01-3124-027-0020) 140 NE 41st Street (lot) (Folio No. 01-3124-024-1500) 77 NE 41st Street (lot) (Folio No. 01-3124-024-1340) 115 NE 41st Street (lot) (Folio No. 01-3124-024-1150)

SUBJECT PROPERTY LEGAL DESCRIPTION: Parcel 9A:

Lots 3, 5, 6 and 7, of AMENDED PLAT OF A PORTION OF BLOCK 10 OF BILTMORE SUBDIVISION AND A PORTION OF BLOCK 1 OF THE AMENDED PLAT OF COMMERCIAL BILTMORE SUBDIVISION, according to the Plat thereof,as recorded in Plat Book 45, at Page 55, of the Public Records of Miami-Dade County, Florida. Parcel 9B: Lots 1, 2 and 8, in Block 10, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami-Dade County, Florida. Parcel 9C: Lots 2, 3 and 4, in Block 1, of AMENDED PLAT OF COMMERCIAL BILTMORE 1921, according to the Plat thereof, as recorded in Plat Book 6, at Page 132, of the Public Records of Miami-Dade County, Florida. Parcel 9D: Lots 3 and 4, in Block 7, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami-Dade County, Florida. Parcel 9E: Lot 22 and the East ½ of Lot 21, in Block 8, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami-Dade County, Florida.

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Map #36: Mosaic (Lot)

SUBJECT PROPERTY STREET ADDRESS(ES): 144 NE 41st Street (Folio No. 01-3124-024-1490) SUBJECT PROPERTY LEGAL DESCRIPTION: Parcel 3B:

Lot 7, in Block 10, of BILTMORE SUBDIVISION, according to the plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami-Dade County, Florida.

Map #37: Rosen Lot

SUBJECT PROPERTY STREET ADDRESS(ES): 150 NE 41st Street (lot)

SUBJECT PROPERTY LEGAL DESCRIPTION: Lot 6, in Block 10, of BILTMORE SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami-Dade County, Florida.

Map #38: Palmer Building

SUBJECT PROPERTY STREET ADDRESS(ES): 158 NE 41st Street (Folio No. 01-3124-024-1470) SUBJECT PROPERTY LEGAL DESCRIPTION: Lot 5 and the West 20 feet of Lot 4, Block 10, BILTMORE

SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records, Miami-Dade County, Florida, Excepting therefrom the following part of the West 20 feet of Lot 4: Begin at the Southwest corner of said Lot 4, Block 10, of the aforesaid BILTMORE SUBDIVISION; thence East along the South line of said Lot 4 for a distance of 20 feet; thence North parallel with the West line of said Lot 4 for a distance of 20 feet to a point; thence Southwesterly along a tangent circular curve having a radius of 20 feet through a central angle of 90 degrees for an arc distance of 31.42 feet to the Point of Beginning.

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Map #39 & #40: Asi-Melaleuca

SUBJECT PROPERTY STREET ADDRESS(ES): 53 NE 41ST Street (Folio No. 01-3124-024-1320) 61 NE 41st Street (Folio No. 01-3124-024-1330) SUBJECT PROPERTY LEGAL DESCRIPTION: Lots 19, 20 and West ½ of Lot 21, Block 8, of BILTMORE,

according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami-Dade County, Florida.

Map #43: Scarlet Begonia

SUBJECT PROPERTY STREET ADDRESS(ES): 135 NE 41ST Street (Folio No. 01-3124-024-1160) SUBJECT PROPERTY LEGAL DESCRIPTION: Lot 5, Block 7, of BILTMORE SUBDIVISION, according to

the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami-Dade County, Florida.

Map #44: FCAA

SUBJECT PROPERTY STREET ADDRESS(ES): 150 NE 42nd Street (Folio No. 01-3124-024-1550) SUBJECT PROPERTY LEGAL DESCRIPTION: The West 325 feet of that certain tract of land in the city of

Miami bounded on the North by N.E. 42nd Street, on the South by N.E. 41st Street, on the East by N.E. Second Avenue and on the West by the East lines of Lots 5 and 6, Block 7, BILTMORE, a subdivision shown by plat of record in Miami-Dade County, in Plat Book 6, at Page 67.

Also known as:

A portion of the West 325 feet of that certain Lot of Land, 432 feet East and West and 204.6 feet North and South, lying directly East of and adjoining Lots 5 and 6, Block 7, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami-Dade County, Florida, of said Plat shown as Z.T. MERRITT HOME, said Lot lying in the Southeast corner of the NE ¼ of the SE ¼ of section 24-53-41.

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Map #45: 4100/Lee*

SUBJECT PROPERTY STREET ADDRESS(ES): 4100 NE 2ND Avenue (Folio No. 01-3124-024-1560) 4200 NE 2nd Avenue (lot) (Folio No. 01-3124-024-0930) SUBJECT PROPERTY LEGAL DESCRIPTION: Parcel 4A:

The East 107 feet of that certain tract of land 432 feet East and West by 204.6 feet North and South, lying directly East of and adjoining Lots 5 and 6, in Block 7, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami-Dade County, Florida. Together with nonexclusive easement of ingress, egress, parking and construction and maintenance of a pedestrian bridge as set forth in that Reciprocal Bridge Easement and Parking Agreement, dated July 20, 1988, and recorded August 1, 1988, in Official Records Book 13769, at Page 2966, of the Public Records of Miami-Dade County, Florida. Parcel 4B: Lot 1, less the East 5 feet thereof, Block 6, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami-Dade County, Florida.

Map #46: 4141

SUBJECT PROPERTY STREET ADDRESS(ES): 4141 NE 2ND Avenue (Folio No. 01-3219-009-0010) SUBJECT PROPERTY LEGAL DESCRIPTION: Tract A and Tract 1, REVISED PLAT OF TRACT "A" AND

BLOCKS 1, 2, 3, 8, 9, 10, 11 AND 12 OF BRENTWOOD, according to the plat thereof, as recorded in Plat Book 44, Page 6, of the Public Records of Miami-Dade County, Florida, formerly known as Tract "A" and Lots 1, 2, 3, 4 and 5, Block 1, of BRENTWOOD, according to the plat thereof as recorded in Plat Book 40, , of the Public Records of Miami - Dade County, Florida.

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Map #47: 4200*

SUBJECT PROPERTY STREET ADDRESS(ES): 4200 NE 2nd Avenue (lot) (Folio No. 01-3124-024-0930)

SUBJECT PROPERTY LEGAL DESCRIPTION: Parcel 4B:

Lot 1, less the East 5 feet thereof, Block 6, of BILTMORE, according to the Plat thereof, as recorded in Plat Book 6, at , of the Public Records of Miami-Dade County, Florida.

Map #48: Flagler

SUBJECT PROPERTY STREET ADDRESS(ES): 4218 NE 2ND Avenue (Folio No. 01-3124-024-0940) SUBJECT PROPERTY LEGAL DESCRIPTION: Lot 2, 3 and 24, Block 6, BILTMORE, according to the Plat

thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami-Dade County, Florida.

Map #49: 4240

SUBJECT PROPERTY STREET ADDRESS(ES): 4240 NE 2ND Avenue (Folio No. 01-3124-024-0950) SUBJECT PROPERTY LEGAL DESCRIPTION: Lot 4, less the East 5 feet thereof, in Block 6, BILTMORE,

according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Miami-Dade County, Florida.

Map #50: City Garage*

SUBJECT PROPERTY STREET ADDRESS(ES): 3800 NE 1ST Avenue (Folio No. 01-3124-033-0240) SUBJECT PROPERTY LEGAL DESCRIPTION: COMM BUENA VISTA PB 14-56 LOTS 2 THRU 14 BLK 2

LOT SIZE 31521 SQ FT OR 21215-1039 0403 3.

Map #51: Sebastien*

SUBJECT PROPERTY STREET ADDRESS(ES): 35 NE 38TH Street (Folio No. 01-3124-033-0370) SUBJECT PROPERTY LEGAL DESCRIPTION: Lots 15, 16, 17, and 18 Block 2, COMMERCIAL Buena

Vista, according to the Plat thereof, as recorded in Plat Book 14 at page 56, of the Public Records of Miami-Dade County, Florida.

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Map #52: Spear

SUBJECT PROPERTY STREET ADDRESS(ES): 3815 NE Miami Court (Folio No. 01-3124-033-0390) SUBJECT PROPERTY LEGAL DESCRIPTION: That portion of Lots 19, 20 and 21 of Block 2,

COMMERCIAL Buena Vista, according to the Plat thereof, as recorded in Plat Book 14 at Page 56, of the Public Records of Miami-Dade County, Florida, lying West of the West line of Lot 6, of Block 2 of BILTMORE COURT, according to the Plat thereof, as recorded in Plat Book 7, at Page 37, of the Public Records of Miami-Dade County, Florida.

Map #53: Always Flowers

SUBJECT PROPERTY STREET ADDRESS(ES): 50 NE 39th Street (Folio No. 01-3124-029-0150) SUBJECT PROPERTY LEGAL DESCRIPTION: All of Lot 7 and Lot 8, less the following described property:

Beginning at the Northeast corner of Lot 8, in Block 2, o f BILTMORE COURT, according to the Plat thereof, as recorded in Plat book 7, at Page 37, of the Public Records of Miami-Dade County, Florida; thence run West along the North line of said Lot 8, a distance of 50.02 feet to the Northwest corner of said Lot 8; thence run South along the West line of Said Lot 8, a distance of 89.30 feet to the Southwest corner of said Lot 8; thence run East along the South line of said Lot 8, a distance of 30.92 feet to a point; then run North along a line parallel with and 30.92 feet East of the West line of said Lot 8, for a distance of 70.27 feet to a point of curve; thence run Northerly and Easterly along the arc of a curve having a radius of 19.15 feet and a central angle of 90 01'53 for an arc distance of 30.10 feet to the Northeast corner of said Lot 8, which is the point of beginning, all in Block 2, of BILTMORE COURT, according to the Plat thereof, as recorded in Plat Book 7, at Page 27, of the Public Records of Miami-Dade County, Florida.

Map #54, 55 & 56: Lydia

SUBJECT PROPERTY STREET ADDRESS(ES): 30 NE 39th Street (Folio No. 01-3124-029-0160) 3840 NE Miami Court (Folio No. 01-3124-026-0220) 3825 N. Miami Avenue (Folio No. 01-3124-029-0170) SUBJECT PROPERTY LEGAL DESCRIPTION: Lot 9, less the East 15 feet, and Lots 10 through 13, inclusive,

Block 2, of BILTMORE COURT, according to the Plat thereof, recorded in Plat Book 7, Page 37, of the Public Records of Miami-Dade County, Florida, less that portion of Lot 11, Block 2, taken by Eminent Domain pursuant to Final Judgment under Clerk's File No. 69R-17950, described as follows:

All that part of Lot 11, Block 2, of "BILTMORE COURT"

which lies within the external area formed by a 25 foot radius

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arc, concave to the Southeast, tangent to the North line of said Lot 11 and tangent to a line that is 10 feet East of and parallel to the West line of said Lot 11.

AND Lot 4, less the West 15 feet and Lot 5, Block 3, "CENTRAL

ADDITION BUENA VISTA", according to the Plat thereof, as recorded in Plat Book 3, Page 191 of the Public Records of Miami-Dade County, Florida.

Map #57, 58 & 59: Marcy

SUBJECT PROPERTY STREET ADDRESS(ES): 3852 N. Miami Avenue (Folio No. 01-3124-021-0940) 20 NW 39th Street (Folio No. 01-3124-021-0950) 28 NW 39th Street (Folio No. 01-3124-021-0960) SUBJECT PROPERTY LEGAL DESCRIPTION:

Lot 1-4, Block 6, PRINCESS PARK, according to the plat thereof as recorded in Plat Book 6, Page 87, of the Public Records of Miami-Dade County, Florida.

Map #60 & 61: Madonna

SUBJECT PROPERTY STREET ADDRESS(ES): 3900 N. Miami Avenue (Folio No. 01-3124-021-0580) 21 NW 39th Street (Folio No. 01-3124-021-0570) SUBJECT PROPERTY LEGAL DESCRIPTION:

Lots 22, 23 and 24, in Block 3, of PRINCESS PARK, according to the Plat thereof, as recorded in Plat Book 6, at Page 87, of the Public Records of Miami-Dade County, Florida.

Map #62: Uptown Girl

SUBJECT PROPERTY STREET ADDRESS(ES): 4100 NE 1st Avenue (Folio No. 01-3124-024-1350) SUBJECT PROPERTY LEGAL DESCRIPTION:

Lots 23 and 24, LESS the North 46 feet thereof, in Block 8 of BILTMORE, a subdivision, according to the Plat thereof, as recorded in Plat Book 6, Page(s) 67, of the Public Records of Miami-Dade County, Florida.

Map #63: Tiny Dancer

SUBJECT PROPERTY STREET ADDRESS(ES): 4039 NE 1ST Avenue (Folio No. 01-3124-024-1540) SUBJECT PROPERTY LEGAL DESCRIPTION: Lot 12, in Block 10, of BILTMORE SUBDIVISION,

according to the Plat thereof, as recorded in Plat Book 6, at Page 67, of the Public Records of Dade County, Florida, now know as Miami-Dade County, Florida.

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Note: All Map # references relate to Pg. A1.4 and A1.5 of the Miami Design District Retail Street Special

Area Plan Design Concept Book.

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Exhibit "B"

Miami Design District Retail Street SAP Regulating Plan and Design Concept Book

Please refer to Legistar File No. 11-01196ap1 for a copy of the Miami Design District Retail Street SAP Regulating Plan & Concept Book. The Development Agreement will be considered

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

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Exhibit "C"

Retail Developer Party

Retail Developer Party Entities: Dacra Design Moore (Del.), LLC FCAA, LLC MID-I Lee, LLC Oak Plaza Associates (Del.) LLC

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Exhibit “D”

Letter of support from Buena Vista East Historic Neighborhood Association dated November of 2011

Rich Rllimann P~sident Buena Vista East Historic Neighborhood AssocIation

RE: Understanding between Dacm and the BVEHNA

Dear Rich,

We MIJH:lclate the time you and other members of your boards IHIVe taken to meet with Wi about the: development plans for the Design Di::.trict

8ased upon those ~.eti!i\glh wa have nlill\Ie SClf!l€ i:lesigfl changes to the plan with ytlur gl,;ltdance, lind thos~ are outlined below. With the incorpnrati(m of tM.su changes, the ASSociatiol1s have agreed to support our development plan as it goes through the SAP and other entltfement hearing prot\lss(ls.

Modifications to OUF plans shlllllnciuded thE! following;

1. Dac~ agrees that there will not be a garage entrance, nor any dumpster storage anywhere along the NE .112M !it fa~ade of our development.

2. The BVEI'INA is not opposed to a department stom entr..:mcl'! on th€< NE 4Zntl !it. far,;ade. and Dacra wJlt use its best efforts to work with the future tenant to have an entrance from the department store out to NE 4Z"a St.

3. Daeri'! will i1lCffH1Sti! the setback of the NE 421ld St. fac;ade from S ft. to 10 ft. at the 1.rt floor. and will set back the 2,n<1 flool' a further 5 ft.

4. This set back area will fncilJdfit a landscape wall. We will remove water features from thi!i wall and Instead include staggered planters all one element of the design.

S. At the request (If BVEHNA, DilCrl'l will eliminate the parK it was proposing and Instead will wotl< with BVEHNA to design the sOLlth side oithe NE 42:00 St. r1ght"of-w;ly (sidewalks and .swa1e) to inclu~ a rnOl~e It)telJ.sl\!u:land\lc..;pil~gj:lIOlnIUJI,tpotemi;)t m~anrl~rir:g mh.!!llmlklayout.

6. DACRA wlll exceed any required tree mitigation as par'!; €If our development plal1, with pOSSible relocation oftrees to the BV£HNA.

7. DACM will advocate and assist BVEHNA with beautification efforts On N. Miami Avenue up to S41lt St.

fL DACRA is supportive of the efforts of BVEHNA to have .one way streets and partial closures throughoutthernltidential nnighbol'l'looo.

Sincerely, Acknowledged,

h Raimmll1, President BVEHNA

AMENDED AND RESTATED DEVELOPMENT AGREEMENT …

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