HOLD HARMLESS AGREEMENT

SkyRise Hold Harmless Agreement

After Recordation Return this instrument to:Victoria Mendez, City AttorneyOFFICE OF THE CITY ATTORNEYCity of Miami, Florida444 S.W. 2 Avenue, 9th FloorMiami, Florida 33130-1910

(Space Above for Recorder's Use Only)

HOLD HARMLESS AND INDEMNIFICATION AGREEMENT

THIS HOLD HARMLESS AND INDEMNIFICATION AGREEMENT (hereinafter the

"Agreement"), is made and entered into this day of April, 2014, by and between

SKYRISE MIAMI, LLC, f/k/a SkyHigh Miami, LLC, a Florida limited liability company,

party of the first part (hereinafter called "SkyRise"), BAYSIDE MARKETPLACE, LLC, a

Delaware limited liability company ("Tenant") and THE CITY OF MIAMI, FLORIDA, a

municipal corporation of the State of Florida, in the County of Miami-Dade, party of the

second part, (hereinafter called the "City").

RECITALS:

A. The City owns certain property commonly known as Bayside Marketplace

("Bayside ") and leases a portion of Bayside (the "Prime Leased Premises") to Tenant pursuant

to that certain Amended and Restated Lease Agreement between City and Tenant, as successor

by merger to Bayside Center Limited Partnership (as amended, the "Prime Lease").

B. SkyRise has subleased (subject to certain conditions set forth in the Sublease,

including Referendum approval, as defined below) a portion of the Prime Leased Premises

("Sublet Premises") from Tenant pursuant to a Bayside Marketplace Sub-Ground Lease

("Sublease").

C. SkyRise desires to construct an approximately 1000 foot tall mixed use

commercial and recreational facility on the Sublet Premises, requiring vertical construction

beyond that currently authorized in the Prime Lease ("Project").

MIAMI 4103741.8 71982/40643

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D. Tenant must obtain City Commission approval of an amendment to the Prime

Lease, authorizing SkyRise to construct the Project, and then seek approval from the City's

electorate at an August 26, 2014 or November 4, 2014 referendum ("Referendum").

E. SkyRise purports that it must commence foundation work prior to June 12, 2014

in order to preserve an existing FAA Approval.

F. City requires that SkyRise and Tenant execute this Agreement as a condition to

City issuing a building permit for, and as a condition to commencing, a portion of the foundation

work required for the Project on the Prime Leased Premises.

NOW, THEREFORE, in consideration of the permission by City to authorize SkyRise to

apply for a foundation permit, and commence foundation work, on the Prime Leased Premises,

subject to the terms and conditions set forth herein below, and in further consideration of these

premises, SkyRise and Tenant do hereby agree with City as follows:

1.

The foregoing recitals are true and correct and made a part hereof

2. SkyRise is hereby authorized to apply for a foundation permit to commence

installation of three (3) pilings required for the Project, as reflected on the plan attached hereto as

Exhibit A, on the Prime Leased Premises ("Foundation Work") and to commence such work

when the permit is issued.

3. Tenant approves SkyRise ' s application for the necessary permits and approves its

performance of the Foundation Work, subject to SkyRise's full compliance with the provisions

of the Sublease, as amended (including obtaining all consents and approvals of Tenant as

required thereunder).

4.

SkyRise shall pay all actual or estimated permit and other applicable regulatory

fees associated with the Foundation Work prior to issuance of any building permits.

5. SkyRise agrees to indemnify, hold harmless and post a cash bond in the amount

of $500,000.00 (the "Bond") for the benefit of the City as security for payment of the costs of the

Foundation Work and restoration of the pier site to a fully operational condition. The City shall,

within fifteen (15) days of request by SkyRise following restoration of the pier site to a fully

operational condition, accompanied by reasonable evidence of payment for the Foundation

Work, refund to SkyRise the full amount of the Bond. If SkyRise does not pay for the

Foundation Work or restore the pier site to a fully operational condition, in either case within a

2MIAMI 4103741.8 71982/40643


reasonable period of time after notice by the City to SkyRise, the City may do so and utilize the

Bond to pay the reasonable costs thereof, with SkyRise promptly thereafter receiving any excess

Bond funds or paying to the City any shortfall. In addition, SkyRise shall maintain insurance

coverages in the amount listed in Exhibit B.

6. SkyRise shall repay the City for the lost streams of revenue, if any, from the

Marina adjacent to the Sublet Premises and the parking for Marina patrons on the Sublet

Premises while the Foundation Work is being performed, and shall guarantee to restore the

current pier located on the Prime Leased Premises to full operational status within three (3)

weeks (subject to extension by reason of force majeure for a like period) following

commencement of construction of the Foundation Work. The estimated lost stream of revenue,

if any, from May 2014 through November 2014 is less than $5,000.00 and shall be secured by

the Bond. All additional amounts due to the City to cover any lost revenue shall be due

immediately upon the City's demand to SkyRise, and City shall reimburse SkyRise for any

overpayment, if any, of the lost stream of revenue immediately following a determination of the

amount thereof.

7. Tenant guarantees all payments due to the City and agrees to hold the City

harmless for any possible damages or business interruptions it or any of its subtenants

experiences due to SkyRise's performance of the Foundation Work, other than those damages or

business interruptions, if any, caused solely by the acts or omissions of the City, its agents,

employees, representatives or contractors.

8. No vertical construction for the Project to be constructed on the Prime Leased

Premises may commence, other than Foundation Work, until the City has been provided with

substantial, documented and satisfactory evidence that financing to complete the Project is in

place and the Referendum is approved.

9. Should the Referendum pass and City not be provided with substantial,

documented and satisfactory evidence that financing to complete the Project is in place and/or

the Referendum fail, SkyRise shall immediately cease construction and restore the Sublet

Premises site to an operational condition, by restoring or improving, subject to all applicable

building and zoning laws, and specifically not simply patching the Prime Leased Premises or any

other area utilized or damaged during the construction. Such restoration shall include but not

MIAMI 4103741.8 71982/40643

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limited to, making all existing utilities fully functional, milling and resurfacing parking facilities

with the same number of current spaces and fully restoring the pier.

10. SkyRise acknowledges that nothing in this Agreement shall prejudice the City's

right to impose conditions on approval of the Foundation Work which are required by state,

county, and/or City ordinances and zoning regulations or are otherwise necessary to ensure the

public health, safety and welfare of the citizens of the City; nor shall the City be stopped from

enforcing the terms of this Agreement by reason of its issuance of building permits.

11. SkyRise acknowledges that any building permit(s) issued by the City for

construction of the Project will be issued in accordance with all applicable laws and the terms

and conditions set forth in this Agreement.

12. SkyRise acknowledges it is proceeding at its own risk and acknowledges that it

will not make a vested / property rights claim or cause of action arising or accruing by virtue of

these exceptions provided by Subsection 55-10(i) of the City of Miami Code.

13. SkyRise acknowledges that the City reserves the right to evaluate all applications

for building permits for compliance with all existing laws, ordinances and regulations controlling

the issuance of building permits for construction within the City.

14.

SkyRise and Tenant agree that the City shall not be held financially responsible to

SkyRise, Tenant or any third parties in connection with the Foundation Work.

15. SkyRise agrees to indemnify, defend (at SkyRise's expense) and hold harmless

the City, its officials and assigns, and its employees, from any claims, demands, liabilities,

losses, causes of action of any nature whatsoever arising out of or in connection with this

Agreement, from any injuries to property and persons during the construction of the Foundation

Work, the granting of any building permits for the Foundation Work, from and against all costs,

fees, expenses, liabilities, any orders, judgments or decrees which may be entered in from and

against all costs, attorneys' fees, expenses and liabilities incurred in the defense of such claim or

in the investigation thereof, in each case other than those claims, demands, liabilities, losses,

causes of action or injuries, if any, caused by the acts or omissions of the City, its agents,

employees, representatives and contractors. This indemnity shall survive the issuance of a

certificate of occupancy or its equivalent for the Foundation Work or the Project.

4MIAMI 4103741.8 71982/40643


16. Handling of Hazardous Materials. SkyRise shall, at its sole cost and expense, at

all times and in all respects comply with all federal, state and local laws, statutes, ordinances and

regulations, rules, rulings, policies, orders and administrative actions and orders related to

protection of the environment ("Hazardous Materials Laws"), including, without limitation,

any Hazardous Materials Laws relating to industrial hygiene, environmental protection or the

use, analysis, generation, storage, disposal or transportation of any fuel, oils, flammable

explosives, asbestos, urea formaldehyde, radioactive materials or waste, infectious waste, or

other hazardous, toxic, contaminated or polluting materials, substances or wastes, including,

without limitation, any "Hazardous Substances", "Hazardous Wastes", "Hazardous Materials" or

"Toxic Substances", under any such laws, ordinances or regulations (collectively "Hazardous

Materials"). SkyRise shall, at its sole cost and expense, procure, maintain in effect and comply

with all conditions of any and all permits, licenses and other governmental and regulatory

approvals relating to the presence of Hazardous Materials within, on, under or about the Prime

Leased Premises or any other area utilized for the Foundation Work required for SkyRise's use

or placement of any Hazardous Materials in conformity with all applicable Hazardous Materials

Laws and prudent industry practices regarding management of such Hazardous Materials.

SkyRise shall, at its sole cost and expense, be responsible for performing any removal,

remediation, cleanup or restoration required as a result of its activities on, under or about the

Prime Leased Premises or any other area utilized for the Foundation Work. Upon termination or

expiration of this Agreement, SkyRise shall, at its sole cost and expense, cause all Hazardous

Materials which are in storage devices placed on, under or about the Prime Leased Premises or

any other area utilized for the Foundation Work by SkyRise or its employees, officers, agents,

contractors or customers or at any such person's directions to be removed from such property

and transported for use, storage or disposal in accordance and compliance with all applicable

Hazardous Materials Laws.

These requirements shall survive the issuance of a certificate of occupancy or its

equivalent for the Foundation Work or the Project.

17.

This Agreement shall be binding upon SkyRise, Tenant, and also upon their

successors in interest or assigns.

5MIAMI 4103741.8 71982/40643


18. Any notice, request, demand, approval or consent given or required to be given

under this Agreement shall be in writing and shall be deemed as having been given when mailed

by United States registered or certified mail (return receipt requested), postage prepaid, to the

other parties at the address stated below or at the last change of address given by the party to be

notified as herein specified.

SKYRISE MIAMI, LLCc/o Berkowitz Development Group, Inc.2665 S. Bayshore DriveSuite 1200Coconut Grove, FL 33133Attention: Jeffrey Berkowitz

John C. Sumberg, Esq.Bilzin Sumberg1450 Brickell Avenue, Suite 2300Miami, FL 33131

Bayside Marketplace, LLCc/o General Growth Properties, Inc.110 North Wacker DriveChicago, IL 60606Attention: Chief Legal Officer

Bayside Marketplace, LLCc/o General Growth Properties, Inc.1245 Worcester StreetSuite 1218Natick, MA 01760Attention: John Charters

City ManagerCity of Miami444 SW 2nd Avenue, l 0th FloorMiami, FL 33130

Director of Public Works DepartmentCity of Miami444 SW 2nd Avenue, 8th FloorMiami, FL 33130

City AttorneyCity of Miami

As to SkyRise:

With a copy to:

As to Tenant:

With a copy to:

As to City:

With a copy to:

6MIAMI 4103741.8 71982/40643


444 SW 2nd Avenue, 9th FloorMiami, FL 33130

20. Joint Preparation. The parties acknowledge that they have sought and received

whatever competent advice and counsel was necessary for them to form a full and complete

understanding of all rights and obligations herein and that the preparation of this Agreement has

been their joint effort. The language agreed to express their mutual intent and the resulting

document shall not, solely as a matter of judicial construction, be construed more severely

against one of the parties.

21. As between Tenant and SkyRise, if there is any conflict or inconsistency between the

provisions of this Agreement and the provisions of the Sublease, the provisions of the Sublease

shall control to the extent necessary to resolve any such conflict or inconsistency.

[Signature pages follow]

7MIAMI 4103741.8 71982/40643


IN WITNESS WHEREOF, the parties have caused these presents to be executed by itsproper officer and its corporate seal to be affixed hereto, the day and year first above set forth.

Signed, Sealed and Deliveredin the Presence of:

SIGNATURE (FI" S ITNESS)

-EA(i rl i2vc(R I'(1 P

1 t^S^M IL(5VPRINT NAME (SECOND WITNESS)

'alumsATURE (SE 0 ' WITNESS)

SKYRISE MIA L LLC,a Florida limit-. '.bility company,by Berkowit D; elopment Group,Inc., its m

STAL'E OF FLORIDA

)

COUNTY OF MIAMI-DADE )

I hereby certify: That on this day personally appeared before me, an officer dulyauthorized to administer oaths and take acknowledgments, Jeffrey Berkowitz, President ofBerkowitz Development Group, I , as Manager of SKYRISE MIAMI, LLC, a Florida limitedliability company, and who [ '3 ] is personally known to me or [ ] who has produced

as identification and who executed the foregoing instrument andacknowledged the execution thereof to be his free act and deed as such officer for the purposestherein expressed.

Witness my hand and official seal this day of Aug. l L. , 2014.

Signature of Person Taking Acknowledgement:

Print Name of Acknowledger: I\c t ^S 5. el-

Notary Public, State of

Serial Number, (if any)

My Commission Expires:

8MIAMI 4103741.8 71982/40643


"City"

CITY OF MIAMI, a Florida municipalATTEST:

corporation

By:Todd B. Hannon

Daniel AlfonsoCity Clerk

City Manager

APPROVED AS TO FORM AND

APPROVED AS TO INSURANCECORRECTNESS:

REQUIREMENTS:

Victoria Mendez

Anne-Marie SharpeCity Attorney

Interim Risk Management Director

9MIAMI 4103741,8 71982/40643

SkyRise Hold I armless Agreement

'SIGNATURE (FIRST WIESS)

//AO-7ne../4.PRINT NAME (FIRST WITNESS)/

btim,ZASIGNATURE (SECOND WITNESS)

a r.Pur.sdPRINT NAME (SECOND WITNESS)

STATE OF

COUNTY OF M Mi tDE )

BAYSIDE MARKETPLACE,LLC, a Delaware limited liabilitycompany

(Corporate Seal)

Signed, Sealed and Deliveredin the Presence o

I hereby certify: That on this day personally appeared before me, an officer • my

authorized to administer oaths and take acknowledgments,Mk Q,*AVMs A ' ^. ►

ofBAYSIDE MARKETPLACE, LLC, a Delaware limited liability company, and who [X ] ispersonally known to me or [ ] who has produced as identificationand who executed the foregoing instrument, and acknowledged the execution thereof to be hisfree act and deed as such officer for thepuroses therein expressed.

Witness nay hand and official seal this'- lf' day of tt` '

r

Signature of Person Taking Acknowledgement:

Print Name of Acknowledger: foci G J

Notary Public, State of tJ &t .

Serial Number, (if any) I\i

My Commission Expires: 1 -J

Co [b

OFFICIAL SEALMARJORIE J 7ESSAR

NOTARY PUBLIC • STATE OF ILLINOISMY COMMISSION EXPIRES:12110/15.

2014.

1.0MIAMI 4103741.8 71982/40643


Exhibit AScope of Foundation Work

MIAMI 4103741.8 7 1 982/40643

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PRODUCTION PILES APPROXIMATELY 20 DAYS

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SKYRISE MIAMI Project number

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5959 Blue Lagoon Dr. S u ite 200 Mi am i , F133126CITY OF MIAMI Date Printed

4/21/2014 4:42:38 PMA3.22

Phone: 305-559-0900 401 Biscayne Blvd, Miami Fl Drawn by

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5959 Blue Lagoon Dr. Suite 200 Miami, Fl 33126/ ^ I t V tC ITY OF ° ° ° Date Printed

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Checker Scale 1" = 60'-0”

EXHIBIT B

INSURANCE REQUIREMENTS FOR A CERTIFICATE OFINSURANCE-HOLD HARMLESS AGREEMENT SKYRISE MIAMI,LLC, AND ITS CONTRACTORS

SkyRise Miami shall carry or cause its contractors to carry the belowinsurance for the project

I.

Commercial General Liability (Primary & Non Contributory)

A. Limits of LiabilityBodily Injury and Property Damage LiabilityEach Occurrence

$1,000,000General Aggregate Limit

$ 2,000,000Products/Completed Operations

$ 1,000,000Personal and Advertising Injury

$1,000,000

B. Endorsements Required (or otherwise provide in the policy form)

City of Miami listed an additional insuredContingent and Contractual ExposuresPremises/Operations LiabilityExplosion, Collapse and Underground HazardLoading and Unloading

II.

Business Automobile Liability

A. Limits of LiabilityBodily Injury and Property Damage LiabilityCombined Single LimitAny AutoIncluding Hired, Borrowed or Non-Owned AutosAny One Accident

$ 1,000,000

B. Endorsements Required

City of Miami listed as an additional insured

III.

Worker's Compensation

Limits of LiabilityStatutory-State of FloridaWaiver of subrogationUSL&H (only for those contractors with a USL&H exposure)

Employer's Liability

A. Limits of Liability$1,000,000 for bodily injury caused by an accident, each accident.$1,000,000 for bodily injury caused by disease, each employee$1,000,000 for bodily injury caused by disease, policy limit

IV.

Umbrella Liability (Excess Follow Form)

A. Limits of LiabilityBodily Injury and Property Damage LiabilityEach Occurrence

$ 10,000,000Aggregate

$ 10,000,000

City of Miami listed as an additional insured

V.

Installation Floater/Builder's Risk (If Applicable)Causes of Loss: Special Form with Replacement Cost ValuationDeductible: $100,000 AOP, 5% Wind & Hail and FloodCity of Miami listed as loss payee

VI. Payment and Performance BondCity of Miami listed as an obligee

VII. Protection and Indemnity Coverage/Jones Act IncludedLimits of Liability

$1,000,000

VIII. Contractor's Pollution Liability, If Applicable

Each Occurrence $1,000,000Policy Aggregate $1,000,000

City of Miami listed as an additional insured with regards to pollutionliability. Retro date applies on professional liability.

Certificates of insurance shall be providing the City of Miami with written notice ofcancellation not less than (30) days (except 10 days for non-payment) prior to anysuch cancellation or in accordance with policy provisions.

Companies authorized to do business in the State of Florida, with the followingqualifications, shall issue all insurance policies required above:

The company must be rated no less than "A-" as to management, and no lessthan "Class V" as to Financial Strength, by the latest edition of Best's InsuranceGuide, published by A.M. Best Company, Oldwick, New Jersey, or itsequivalent. All policies and /or certificates of insurance are subject to review andverification by Risk Management prior to insurance approval.

HOLD HARMLESS AGREEMENT

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