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This Instrument Was Prepared By,
Record and Return To:
Ryan D. Bailine, Esq.
Greenberg Traurig, P.A.
333 S.E. 2
nd
Avenue
Suite 4400
Miami, Florida 33131

















(Reserved)

AMENDED AND RESTATED DEVELOPMENT
AGREEMENT BETWEEN CITY OF MIAMI AND MIAMI
WORLDCENTER GROUP, LLC., AND AFFILIATES AND
SUBSIDIARIES OF MIAMI WORLDCENTER GROUP,
LLC., INCLUDING PWV GROUP 1 HOLDINGS, LLC.,
MIAMI FIRST, LLC., MIAMI SECOND, LLC., MIAMI
THIRD, LLC., MIAMI FOURTH LLC., AND MIAMI A/I,
LLC. REGARDING DEVELOPMENT OF THE MIAMI
WORLDCENTER MIXED-USE PROJECT
THIS AMENDED AND RESTATED DEVELOPMENT AGREEMENT (Amended
Agreement) is entered this ____ day of _____________ 2014, by and between MIAMI
WORLDCENTER GROUP, LLC., a Florida limited liability company (MWC) and the
undersigned affiliates and subsidiaries of MWC (collectively, Developer), and the CITY OF
MIAMI, FLORIDA, a municipal corporation and a political subdivision of the State of Florida
(City, hereinafter the Developer and the City may be referred to as the Parties);
WITNESSETH:
WHEREAS, on or about November 13, 2008, the City Commission (Commission)
approved the Rezoning of the parcels located in the City, generally bounded by NE 11
th
Street on
the North, NE 6
th
Street on the South, NE 2
nd
Avenue on the East, and North Miami Avenue on
the West, (MWC District) to SD-16.3 (Existing Zoning) through Ordinance No. 13039, a
copy of which is attached as Exhibit A (Rezoning);
WHEREAS, on or about November 3, 2009, the Developer and the City entered into that
certain Development Agreement between the Parties (Initial Agreement), which was approved
by the Commission on or about November 13, 2008 through Resolution No. 08-0658, a copy of
which is attached as Exhibit B (collectively, Approval Resolution);

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WHEREAS, on or about May 20, 2010, the City adopted a new zoning ordinance
commonly referred to as Miami 21, to which the Existing Zoning was incorporated as
Appendix D;
WHEREAS, consistent with the Approval Resolution and the Rezoning, the City
remains committed to facilitating the (re)development of the MWC District with a large-scale
urban infill development to be completed in one or more phases, which development shall
include multiple public open spaces, enhanced pedestrian and vehicular circulation areas, and
enhanced access to mass transit facilities;
WHEREAS, since the time the Commission unanimously adopted the Approval
Resolution and the Rezoning, certain modifications and refinements to the master site plan and
development program for the Miami WorldCenter Mixed-Used Project (Project) have been
made (collectively, Refinements);
WHEREAS, the Developer contemplates that the Project, consistent with the
Refinements, will be developed substantially consistent with the Conceptual Site Plan attached
as Exhibit C (Site Plan);
WHEREAS, a significant amount of public open space is being proposed by the
Developer in order to distinguish elements and components of the Project and substantially
increase the amount of public open space in the Citys downtown core, to the benefit of the City;
WHEREAS, in order for the Developer to pursue approval of the Site Plan for the
Project, the Refinements must be approved by the Commission, which approval requires the City
to amend and restate the Initial Agreement, and modify the Regulations and Development
Standards as found in Appendix D for the MWC District. The modified and amended
Regulations and Development Standards are attached as Exhibit D (Development
Standards). This Amended Agreement and the Development Standards are herein collectively
referred to as the MWC District Regulations;
WHEREAS, upon approval by the Commission of the MWC District Regulations,
including all attachments and exhibits, the Developer intends to pursue approval of a Site Plan in
accordance with the Development Standards;
WHEREAS, the Developer holds fee simple title to that certain assemblage of real
property located in the MWC District, legal descriptions of which are attached as Exhibit E
(collectively, Property);
WHEREAS, the Property is located within the Southeast Overtown Park West
Development of Regional Impact (SEOPW DRI) and the Southeast Overtown Park West
Community Redevelopment Area (CRA);
WHEREAS, at the time the Approval Resolution and the Rezoning were approved, the
SEOPW DRI had insufficient Development Capacity (Capacity) to accommodate the Project;
WHEREAS, on or about September 26, 2013, the SEOPW DRI was modified to include
additional Capacity to accommodate the Project, consistent with the Site Plan;

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WHEREAS, on or about January 21, 2014, the State of Florida, specifically the
Department of Economic Opportunity (DEO), confirmed that Increment III was in full force
and effect;
WHEREAS, the lack of certainty with respect to the approval of a development of a size,
scale, and intensity similar to the Project can create a waste of economic and real property
resources, discourage capital improvement planning and financing, escalate the cost of
construction, and undermine private sector commitment to large-scale urban infill
(re)development;
WHEREAS, assurances to a developer that it can proceed in accordance with existing
laws and policies, subject to the conditions of a negotiated development agreement, strengthens
economic confidence in the public planning process, encourages sound capital improvement
planning and financing, assists in promoting the availability of adequate capital facilities for
development projects, encourages private sector participation in comprehensive planning, and
creates economic efficiencies with respect to development costs;
WHEREAS, pursuant to Resolution No. ______ adopted on or about September 29,
2014, the Commission authorized the City Manager to execute this Amended Agreement on
behalf of the City, containing the terms, conditions and obligations set forth below;
WHEREAS, the Managing Members or Boards of Directors of the Developer, including
their parent or controlling entities, have authorized the Developer to execute this Amended
Agreement containing the terms, conditions, and obligations set forth below;
WHEREAS, the Parties mutually desire for the Property to be developed as shown on
the Site Plan attached as Exhibit C and in accordance with the Development Standards
attached as Exhibit D, and also consistent with the terms, conditions, and mutual obligations
contained in this Amended Agreement;
NOW, THEREFORE, in consideration of the mutual covenants, obligations, and
conditions hereinafter contained, the Parties mutually agree and bind themselves as detailed
below:
The above recitals are true and correct and are incorporated into and made a part of this
Amended Agreement by reference. Additionally, all attached exhibits shall be deemed adopted
and incorporated into this Amended Agreement; provided, however, that the terms of this
Amended Agreement shall be deemed to control in the event of a conflict between the exhibits
and this Amended Agreement. This Amended Agreement and all Exhibits attached hereto shall
amend, restate, replace, correct, and supersede the Initial Agreement together with the Exhibits
attached thereto. In the event of a conflict between this Amended Agreement and the
Development Standards, the Development Standards shall control.
Section 1. Purpose and Intent of Amended Agreement.
(a) The Developer and the City intend for this Amended Agreement to be
construed and implemented so as to effectuate the purpose of this
Amended Agreement and the purpose and intent of the Florida Local

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Government Development Agreement Act, Sections 163.3220 - 163.3243,
Florida Statutes (2013).
(b) This Amended Agreement will establish certain conditions which will
result in the Developer providing Public Open Spaces (as hereinafter
referenced) to the City, and to establish, as of the Effective Date (as
hereinafter defined), the development regulations which will govern
development of the Project throughout the term of this Amended
Agreement. This Amended Agreement will provide the Parties with
certainty during the development process.
Section 2. Mutual Consideration. The Parties agree that the consideration and
obligations recited and provided for under this Amended Agreement collectively constitute
substantial benefits to both Parties and are, therefore, adequate consideration for this Amended
Agreement. This covenant shall be binding upon, and inure to, the benefit of the Parties,
including their successors, assigns, heirs, legal representatives, and personal representatives.
This provision shall survive the termination of this Amended Agreement.
Section 3. Construction of Amended Agreement.
For all purposes of this Amended Agreement, unless otherwise expressly provided:
(a) A defined term has the meaning assigned to it;
(b) The singular shall include the plural, and words or terms in plural shall
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 this Amended Agreement;
(e) The Parties agree that this Amended Agreement shall not be more or less
strictly construed against either; it being the intent of the Parties that the
City and the Developer, including their agents and attorneys, have
participated equally in the drafting of this Amended Agreement.
Section 4. Definitions.
Amended Agreement means this Amended and Restated Development Agreement
between the City and the Developer.
City means the City of Miami, a municipal corporation and a political subdivision of
the State of Florida, together with all departments, agencies, and instrumentalities subject to the
jurisdiction thereof.
Comprehensive Plan means the comprehensive plan adopted by the City pursuant to
Chapter 163, Florida Statutes (2013), meeting the requirements of Section 163.3177, Florida

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Statutes (2013), Section 163.3178, Florida Statutes (2013), and Section 163.3221(2), Florida
Statutes (2013), which is in effect as of the Effective Date.
County means Miami-Dade County, a political subdivision of the State of Florida.
Effective Date means the date of recordation of the executed version of this
Agreement.
Property Interest means any interest or rights in real property or appurtenances of the
Property, including but not limited to, fee simple, leasehold, condominium, transferable
development rights or air rights, easements, and licenses, however acquired, including any
interests or rights in real property acquired through foreclosure, deed in lieu of foreclosure, or
any other realization on a security interest in real property. Without limiting the foregoing, a
Community Development District or a master property owners association with appropriate
authority relating to one (1) or more of the properties comprising the Property shall be deemed to
hold a Property Interest.
Public Facilities means major capital improvements intended to be owned by the City
or a governmental agency, including but not limited to, transportation, sanitary sewer, solid
waste, drainage, potable water, educational, parks and recreational, streets, parking, and health
systems and facilities.
Section 5. Term and Effective Date. This Amended Agreement shall have a term of
Thirty (30) years beginning on the Effective Date. The term of this Amended Agreement may be
extended for successive Thirty (30) year periods by mutual consent of the City and the
Developer pursuant to Section 163.3229, Florida Statutes (2013), unless modified or terminated
by a written instrument executed by the Developer, including successors or assigns of the
Developer which own the Property or any portion thereof, which instrument has been approved
by the Commission after two (2) public hearings or any other legally required authority. This
Amended Agreement shall become effective on the Effective Date and shall constitute a
covenant running with the land.
Section 6. Permitted Development Uses and Building Intensities.
(a) MWC District Designation. The City has designated the area generally
bound by NE 11
th
Street on the North, NE 6
th
Street on the South, NE 2
nd

Avenue on the East, and North Miami Avenue on the West as SD-16.3 on
the official zoning atlas of the City. As part of the Rezoning, the City
previously confirmed that the uses, intensities, and densities proposed for
development within the Project are consistent with the uses, intensities,
and densities permitted in the Development Standards.
(b) Density, Intensity, Uses, and Building Heights.
(1) As of the Effective Date and pursuant to the MWC District
Regulations, the density permitted on the Property is Five
Hundred (500) units per acre. The development intensity
permitted on the Property has a base Floor Lot Ration

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(FLR) of 18. Any intensity above FLR of 18 is subject to
participation in or compliance with the Public Benefits
requirements contained in Article 3, Section 3.14 of Miami
21. The net lot area of all land owned by the Developer,
located in the MWC District, prior to dedications is 23 +/-
acres, or 1,001,880 +/- square feet.
(2) Non-residential uses permitted on the Property include, but
are not limited to the following: office, hotel, retail,
restaurant, entertainment, convention space, academic
space, vocational or similar educational space, one or more
culinary schools including training and ancillary facilities,
art galleries and studios, and any other uses permitted under
the MWC District Regulations and Miami 21.
(3) The height for any development on the Properties shall be
regulated by the MWC District Regulations and the
Comprehensive Plan.
(4) Nothing herein shall prohibit an increase in the density or
intensity to the level of development permitted on the
Property in a manner consistent with (a) the MWC District
Regulations, and the Comprehensive Plan, (b) any zoning
change subsequently approved by the City Commission in
accordance with applicable provisions of law, or (c) any
change to the Regulations, the Citys zoning atlas, or future
amendments to Miami 21.
Section 7. Construction of Encroachments within City Owned Public Rights-of-Way.
The City finds that the construction of encroachments in and above the public rights-of-way will
not unduly restrict the use of such public rights-of-way and is a necessary and essential element
in the future construction of pedestrian walkways or commercial uses above such public rights-
of-way. The adoption of this Amended Agreement shall serve to satisfy the requirements set
forth in Section 55-14(b) of the Citys Code of Ordinances (Code). Notwithstanding the
requirements of Section 55-14(c) of the Code, the City agrees to waive any and all claims to
payment of a user fee in connection with the construction of the aforementioned encroachments
into and above the public rights-of-way. In consideration for authorizing the future construction
of the aforementioned encroachments, the Developer further covenants to:
(a) Maintain any above-grade pedestrian walkways or similar above-grade
spaces and below-grade vehicular underpasses in accordance with the
Florida Building Code, the City Charter, the City Code, and any other
applicable federal, state, or local statutes, laws, rules, orders, or
regulations.
(b) Provide an insurance policy, in an amount reasonably determined by the
Citys Risk Management Department, naming the City as an additional
insured for public liability and property damage. The insurance shall

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remain in effect for as long as the encroachment(s) exist in the public
rights-of-way. Should the Developer or the Developers successors fail to
continue to provide the insurance coverage, the City shall have the right to
secure a replacement insurance policy in its name and place a special
assessment lien against the specific parcel or parcels subject to this
Amended Agreement, for which such insurance has lapsed or expired, for
the total cost of the premium.
(c) The Developer shall hold harmless and indemnify the City, its officials,
and its employees from any claims for damage or loss to property and
injury to persons of any nature whatsoever arising out of the use,
construction, maintenance, or removal of the pedestrian walkways and
vehicular underpasses and from and against any claims which may arise
out of the granting of permission for the encroachment(s) or any activity
performed under the terms of this Amended Agreement, except in any
event for any claims for damages or loss to property and injury to persons
caused by the City or its officials.
Within the MWC District, there are certain rights-of-way, including portions of NE 2
nd

Avenue, NE 1
st
Avenue, and North Miami Avenue, which are owned and maintained by
the County. Notwithstanding the foregoing, nothing contained in this Amended
Agreement shall be construed or interpreted to grant the Developer approval(s) to
encroach over any rights-of-way not owned by the City.
Section 8. Signs.
(a) The Project may require a Master Sign Package or a Special Sign Package
(collectively, Sign Package) to accomplish the following goals: (i)
moving pedestrians and vehicle traffic throughout the MWC District
safely and efficiently and (ii) properly identifying the MWC District, the
Project and various tenants, events, and components within the Project,
including, but not limited to, residents, guests, visitors, and motorists
along surrounding thoroughfares.
(b) The Sign Package will include, but is not limited to, the following sign
types: (i) directional signs; (ii) ground signs; (iii) wall signs; (iv)
monument signs; (v) way-finding signs; (vi) tower signs; and (vii) on-site
commercial signs, defined as Class C Signs in the Code and Miami 21,
some or all of which may incorporate LCD, LED, or similar electronic
technology consistent with the Development Standards.
(c) The Sign Package shall apply to signage visible from public rights-of-way
but the Sign Package shall not apply to or include signs internal to the
Project.
(d) Signs of any type or size may be approved as provided for in the
Development Standards.

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(e) All signs within the MWC District shall be subject to the requirements of
applicable federal, state, or local rules, orders, regulations, laws, statutes,
or ordinances.
Section 9. Landscape Program. Due to the Projects unique location within the
Citys Urban Core, it may be infeasible for one or more phases of the Project to comply with the
landscape standards contained in Article IX of Miami 21 and Chapter 17 of the Code
(Landscape Standards) at the time a site plan is filed for such phase or phases. In order to
facilitate development in the MWC District, each phase of the Project must achieve a minimum
of sixty percent (60%) compliance with the Landscape Standards prior to the issuance of a
Building Permit (Permit) for a phase or single use building. Within three (3) years after the
issuance of said Permit, any phase or phases not complying one hundred percent (100%) with the
Landscape Standards shall achieve one hundred percent (100%) compliance through either
offsite planting, mitigation measures approved in the Code, or a combination of approved
compliance measures.
Section 10. Project Approval. This Amended Agreement, together with the
Development Standards, shall establish the process(es) and criteria upon which the Project and
the Property shall be developed going forward.
Section 11. Public Facilities. On or before One Hundred Eighty (180) days after the
Effective Date, the Developer, together with the City and the County, as applicable, will
complete an analysis of the Public Facilities available to serve the Project. In the event that the
MWC District Regulations or the Comprehensive Plan requires the Developer to provide
additional Public Facilities to accommodate the Project, the Developer will provide such Public
Facilities consistent with the timing requirements of Section 163.3180(2), Florida Statutes
(2013), or as otherwise required by a DRI development order or Chapter 13 of the Code, as may
be amended from time to time.
Section 12. Reservation or Dedication of Land.
(a) The Developer shall not be required to dedicate or reserve any land within
the Property.
(b) The Developer agrees to create within the Project: (i) one (1) public open
space containing a minimum of 20,000 contiguous square feet; (ii) one (1)
public open space containing a minimum of 14,000 contiguous square
feet, (collectively, Public Open Spaces); and (iii) sidewalks designed to
accommodate increased pedestrian activity that will include shopping,
entertainment, and outdoor seating, all as generally labeled on the
Regulating Plan contained in the Development Standards (Regulating
Plan) attached as Exhibit D.
(c) The Developer will retain ownership of the Public Open Spaces but shall
grant the City a non-exclusive easement allowing public access to the
Public Open Spaces (Public Open Spaces Easement). The Developer
and the City further agree to execute an Open Spaces Easement and
Maintenance Agreement (Easement Agreement), a copy of which is

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included as Exhibit F, to assign their respective responsibilities and
obligations with respect to the future construction, maintenance, and
operation of the Public Open Spaces. The Public Open Spaces Easement
and the Easement Agreement shall be in a form acceptable to the City
Attorney.
(d) The City and the Developer agree to execute and record the Public Open
Spaces Easement and the Easement Agreement prior to the City issuing
One (1) or more master building permits authorizing the construction of
One (1) or more buildings and structures that singularly or cumulatively
exceed the Four (4) million square foot threshold with respect to the
overall level of authorized development (i.e., FLR) on the Property.
(e) The general location and dimensions of the Public Open Spaces shall be
substantially in accordance with the Regulating Plan, or as otherwise
mutually agreed by the Developer and the City. The specific location and
dimensions of the Public Open Spaces will be determined in the Public
Open Spaces Easement. The conceptual design of the Public Open Spaces
is included as sheets ___ through ____ of the Development Standards.
(f) The Developer shall retain the exclusive right to design, landscape, and
determine the programming for the Public Open Spaces, subject to
approval by the Planning Director, or his or her designee, which approval
shall not be unreasonably withheld, delayed, or conditioned.
(g) From time to time, the Developer may sponsor or similarly partner with
organizations to hold temporary events in the MWC District, including in
and around the Public Open Spaces. In advance of a temporary event, the
Developer shall submit an application to the City consistent with the
requirements contained in Chapter 62 of the Code to obtain the necessary
permits and approvals.
Section 13. Retail Specialty Center Designation and Entertainment Specialty District.
Pursuant to Chapter 4 of the Code, each block of the MWC District is designated as a retail
specialty center and each block is designated as an entertainment specialty district.
Any establishments located within the MWC District shall be entitled to the benefits afforded to
establishments in retail specialty centers, as codified by Chapter 4 of the Code. Notwithstanding
the requirements of Section 4-3.2 of the Code, the approval of the Planning, Zoning and Appeals
Board (PZAB) and the Commission shall not be required for bars (including taverns, pubs, and
lounges), nightclubs, and supper clubs as principal uses proposed to be located within the MWC
District.
The maximum number of establishments selling alcoholic beverages permitted within the MWC
District retail specialty centers shall not exceed five (5) per block as currently configured and
depicted on the Regulating Plan, exclusive of any bona fide, licensed restaurants where the sale
of alcoholic beverages is entirely incidental to and in conjunction with the principal sale of food

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(e.g. bona fide, licensed restaurants with a 2-COP, 2-COP SRX, 4-COP, 4-COP SRX or
equivalent license).
The number of approved establishments may exceed five (5) in any given block in the event the
number of approved and allowed establishments is decreased by an equivalent amount in the
remaining blocks. The total number of approved establishments shall not exceed twenty-five
(25) for the entire MWC District as described in the Development Standards. The number of
approved establishments may be increased by amendment to this Amended Agreement by the
Commission and after two (2) public hearings.
Section 14. Job Creation. The Developer shall consult with local and/or state
economic development entities regarding job training and job placement services to City
residents seeking employment opportunities with potential employers which will locate or
establish businesses within the Project.
(a) Construction Employment. The Developer shall work with the City in the
following areas:
(1) Job Sourcing. The Developer shall require their general
contractor(s) to use best efforts to work with the Citys
Miami Works Initiative or similar program to source job
opportunities for both skilled and unskilled laborers
seeking employment opportunities within the construction
industry.
(2) Community Business Enterprise (CBE) Participation.
The Developer shall require their general contractor(s) to
use best efforts to award a minimum of twenty percent
(20%) of the direct construction contract costs to
subcontractors whose firms are certified by the County as
CBEs.
(3) Local Workforce Participation. The Developer shall
require their general contractor(s) to use best efforts to
employ a minimum of twenty percent (20%) of on-site
labor from persons residing within the municipal
boundaries of the City.
(b) Restaurant and Retail Employment. The Developer anticipates that a
significant number of new employment opportunities in the culinary and
retail sectors will be generated within the MWC District. The Developer
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 MWC District.
(c) Hospitality Employment. The Developer anticipates that a number of new
job opportunities in the hospitality sector will be generated within the

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MWC District. The Developer shall use best efforts to work with Miami
Dade College, through its hospitality institute, or with similar institutions
and organizations, in consultation with the City, to place qualified
graduates of the hospitality institute in employment opportunities within
the MWC District.
Section 15. Local Development Permits.
(a) The Developer intends to develop the Property consistent with the MWC
District Regulations and this Amended Agreement. The Project may
require additional permits or approvals from the City, County, State, or
Federal government, including their respective internal agencies. Subject
to the required legal processes and approvals, the City shall make a good
faith effort to take all necessary and reasonable steps to cooperate with and
expedite the issuance of all such approvals and permits. Such approvals
include, but are not limited to:
(1) Waiver(s), Warrant(s), Exception(s), or Variances;
(2) Subdivision plat approvals;
(3) Street Vacations and Closures;
(4) Covenant in Lieu (Covenant) of Unity of Title or Unity
of Title (Unity) acceptance or the release of existing
Covenants or Unities;
(5) Water and Sanitary Sewage Agreement(s);
(6) Drainage Permits;
(7) Temporary Use Permits;
(8) Tree Removal Permits;
(9) Demolition Permits;
(10) Environmental Resource Permits;
(11) Building Permits;
(12) Certificates of Use;
(13) Certificates of Occupancy;
(14) Stormwater Permits;
(15) Miami-Dade Transit approvals;

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(16) Federal Aviation Administration determination(s) and
approval(s);
(17) Development of Regional Impact approval, modification,
or exemption; and
(18) Any other official action of the City or other government
agency having the effect of permitting development of the
Properties.
(b) Notwithstanding any future modifications to Miami 21 after the Effective
Date regarding site plan approval procedures or substantive requirements,
authority to approve any site plan for all or a portion of the Project within
the Property shall be vested in the City Manager, or his or her designee.
Any site plan shall be approved if it complies with the intent or the
minimum requirements and criteria of the MWC District Regulations, the
Comprehensive Plan, and the terms of this Amended Agreement, together
with the Development Standards.
Section 16. Consistency with Existing Zoning and Comprehensive Plan. The City re-
confirms that the Development Standards are in conformity with the MWC District Regulations
and the Comprehensive Plan.
Section 17. Compliance with Local Regulations Relative to Development Permits.
The Developer and the City agree that the failure of this Amended Agreement to address a
particular permit, condition, fee, term, license, or restriction in effect on the Effective Date shall
not relieve the Developer of the necessity of complying with the regulations governing said
permitting requirements, conditions, fees, terms, licenses, or restrictions as long as compliance
with said regulation and requirements does not require or otherwise permit the Developer to
develop the Property in a manner inconsistent with the MWC District Regulations, the
Comprehensive Plan, or this Amended Agreement.
Section 18. Development of Regional Impact.
(a) The City and the Developer agree that as of the Effective Date, sufficient
capacity remains under the SEOPW DRI to accommodate the Project and
that the Developer has reserved the capacity necessary to develop the
Project.
(b) The City agrees that any SEOPW DRI Development order which the City
adopts after the Effective Date and which applies to the Property will (i)
be consistent with this Amended Agreement and the Development
Standards and (ii) include a Use/Intensity conversion table to allow for a
reasonable level of flexibility with respect to the mix and intensity of uses
in order to respond to changing market conditions.
(c) The City agrees that if the CRA decides to abandon, terminate, rescind, or
otherwise render ineffective the SEOPW DRI Development Order, the

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Developer shall no longer be responsible for payment of SEOPW DRI
fees. Further, if the CRA decides to abandon, terminate, rescind, or
otherwise render ineffective the SEOPW DRI Development Order, the
City agrees to refund any payment of SEOPW DRI fees made by the
Developer within twenty four (24) months of the decision to abandon,
terminate, rescind, or otherwise render ineffective the SEOPW DRI
Development Order.
Section 19. Reservation of Development Rights.
(a) For the term of this Amended Agreement, the City hereby agrees that it
shall permit the development of the Property in accordance with the MWC
District Regulations, the Comprehensive Plan, and this Amended
Agreement.
(b) Nothing herein shall prohibit an increase in the density or intensity of
development permitted on the Property in a manner consistent with (i) the
MWC District Regulations and the Comprehensive Plan, (ii) any zoning
change subsequently requested or initiated by the Developer or a future
owner of property within the MWC District in accordance with applicable
law, or (iii) any future zoning change enacted by the City.
(c) The expiration or termination of this Amended Agreement shall not be
considered a waiver of, or limitation upon, the rights, including but not
limited to, claims of vested rights or equitable estoppel, obtained or held
by the Developer or its successors or assigns to continue development of
the Property in conformity with the MWC District Regulations, and all
prior and subsequent development permits or development orders
approved by the City.
(d) For the term of this Amended Agreement, the City agrees that the level of
development proposed by MWC is reserved and is vested consistent with
Section 163.3167(5) of Florida Statutes (2013), upon the issuance of one
(1) or more building permits, foundation permits, or phased permits by the
City.
Section 20. Prohibition on Downzoning.
(a) The Comprehensive Plan, this Amended Agreement, and the Development
Standards shall govern development of the MWC District for the duration
of the Amended Agreement, including extensions thereof. The Citys
laws and policies adopted after the Effective Date may be applied to the
MWC District only if the determinations required by Section 163.3233(2),
Florida Statutes (2013) have been made after 30 days written notice to the
Developer and after a public hearing by the Commission.
(b) Pursuant to Section 163.3233(3), Florida Statutes (2013), this prohibition
on downzoning supplements, rather than supplants, any rights that may

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vest to the Developer under Florida or Federal law. As a result, the
Developer may challenge any subsequently adopted changes to land
development regulations based on (i) common law principles including,
but not limited to, equitable estoppel and vested rights, or (ii) statutory
rights which may accrue by virtue of Chapter 70, Florida Statutes (2013).
Section 21. Emergency Management Plan. Prior to the issuance of a Certificate of
Occupancy, Temporary Certificate of Occupancy (TCO), or the equivalent for the first new
single-use building in the MWC District, the Developer shall submit to the City a copy of an
Emergency Management Plan (Emergency Plan) detailing how the safety of people and
property shall be accounted for and maintained in the event of a natural disaster, fire, act of God,
or other similar event. The Emergency Plan shall detail vehicle and pedestrian circulation,
security systems, and other preventative and protective measures readily available in the MWC
District. The Developer, or its successors, heirs, or permitted assigns, shall provide an updated
copy of the Emergency Plan prior to the issuance of a TCO or equivalent for each new single-use
building in the future.
Section 22. Archaeological. Due to the Projects proximity to various Archaeological
Conservation Areas, the Developer shall obtain a Certificate to Dig prior to any ground
disturbing activities, pursuant to Chapter 23 of the Code.
Section 23. Streetcar. The Developer acknowledges that the City is currently planning
to construct a light rail transit system commonly referred to as the streetcar, which may traverse
or abut the MWC District. The Developer agrees to cooperate with the City so that any portion
of the streetcar route which runs through, or adjacent to, the MWC District can be
accommodated within the dedicated public rights-of-way. The Developer is not required to
dedicate additional land from within the MWC District to the City for the construction of the
streetcar route.
Section 24. Formation of Community Development District. In the event the creation
of a Community Development District (CDD) is approved for the Project, the CDD may
assume the Developers responsibility under this Amended Agreement without the Citys
approval (Assumption). Notice of the Assumption, including copies of executed documents
memorializing the Assumption, shall be provided to the City as detailed in this Amended
Agreement.
Section 25. Compliance Review.
(a) The Developer shall notify the City of the Developers compliance with
the terms of this Amended Agreement, in writing, every twelve (12)
months, commencing twelve (12) months after the Effective Date and
ending upon the expiration of this Amended Agreement, as may be
extended herein. Upon receipt of written confirmation from the Developer
of the Developers compliance with the terms of this Amended Agreement
(Compliance Confirmation), the City shall conduct an independent
compliance review and shall confirm the Developers compliance with the
terms, conditions, and regulations in this Amended Agreement.

Page 15 of 21
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(b) Any additional information required of the Developer shall be limited to
that necessary to determine the extent to which the Developer is
proceeding in good faith to comply with the terms of this Amended
Agreement.
(c) Subject to the terms and provisions of Section 33(d) of this Amended
Agreement, if the City finds on the basis of competent substantial
evidence that the Developer intentionally failed to substantially comply
with the terms, obligations, or conditions of this Amended Agreement, the
City may terminate or amend this Amended Agreement after providing
Thirty (30) days written notice to the Developer unless cured by the
Developer prior to the expiration of such Thirty (30) day period; provided,
however, that if such failure cannot reasonably be cured within Thirty (30)
days, the Developer shall not be in default if it commences to cure such
breach within such Thirty (30) day period and diligently pursues the cure
to completion. Any termination or modification of this Amended
Agreement shall not become effective until the Commission approves
same after holding Two (2) duly noticed public hearings.
Section 26. Notices.
(a) All notices, demands, or requests given under this Amended Agreement
shall, except as otherwise expressly provided, be in writing and delivered
by personal service or sent by United States Registered or Certified Mail,
return receipt requested, postage prepaid, or by overnight express delivery,
such as Federal Express, to the Parties at the addresses listed below. Any
notice given pursuant to this Amended Agreement shall be deemed given
when received. Any actions required to be taken hereunder which fall on
Saturday, Sunday, or United States legal holidays shall be deemed to 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
Miami Riverside Center
444 SW 2
nd
Avenue
9
th
Floor
Miami, FL 33130

With a copy to:
Planning & Zoning Department
Miami Riverside Center

Page 16 of 21
MIA 183700945v12
444 SW 2
nd
Avenue
3
rd
Floor
Miami, FL 33130

To the Developer:
Managing Member
Miami Worldcenter LLC
1010 NE 2
nd
Avenue
Miami, FL 33132

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

and

Greenberg Traurig, P.A.
Attn: Iris Escarra, Esq.
333 SE 2nd Avenue
Suite 4400
Miami, FL 33131

To the SEOPW CRA as courtesy notice:
Executive Director
SEOPW CRA
1490 NW 3rd Avenue
Suite 105
Miami, FL 33136

(b) Any Party to this Amended Agreement may change its notification
address(es) by providing written notification to the remaining Parties
pursuant to the terms and conditions of this section.
Section 27. Exclusive Venue, Choice of Law, Specific Performance. It is mutually
understood and agreed by the Parties hereto, that this Amended Agreement shall be governed by
the laws of the State of Florida, and any applicable federal law, both as to interpretation and
performance, and that any action at law, suit in equity, or judicial proceedings for the
enforcement of this Amended Agreement or any provision hereof shall be instituted only in the
courts of the State of Florida or federal courts and venue for any such actions shall lie
exclusively in a court of competent jurisdiction in the County. In addition to any other legal
rights, the City and the Developer shall each have the right to seek specific performance of this
Amended Agreement. Each party shall bear its own attorneys fees. Each party waives any
defense, whether asserted by motion or pleading, that the aforementioned courts are an improper
or inconvenient venue. Moreover, the Parties consent to the personal jurisdiction of the

Page 17 of 21
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aforementioned courts and irrevocably waive any objections to said jurisdiction. The Parties
irrevocably waive any rights to a jury trial.
Section 28. No Oral Change or Termination. This Amended Agreement and the
exhibits and attachments constitute the entire agreement between the Parties with respect to the
Project. This Amended Agreement supersedes any prior agreements or understandings between
the Parties with respect to the subject matter hereof, including, but not limited to, the Initial
Agreement, 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 and after two (2)
hearings before the Commission. This Amended Agreement cannot be changed or terminated
orally.
Section 29. Compliance with Applicable Law. Subject to the terms and conditions of
this Amended Agreement, throughout the term of this Amended Agreement, the Developer and
City shall comply with all applicable federal, state, and local laws, rules, regulations, codes,
ordinances, resolutions, administrative orders, permits, policies and procedures, and orders that
govern or relate to the respective Parties obligations and performance under this Amended
Agreement, all as they may be amended from time to time.
Section 30. Representations; Representatives. Each party represents to the others that
this Amended Agreement has been duly authorized, delivered, and executed by such party and
constitutes the legal, valid, and binding obligation of such party, enforceable in accordance with
its terms.
Section 31. No Exclusive Remedies. No remedy or election given by any provision in
this Amended Agreement shall be deemed exclusive unless expressly so indicated. Wherever
possible, the remedies granted hereunder upon a default of the other party shall be cumulative
and in addition to all other remedies at law or equity arising from such event of default (other
than any remedy which may be available at law or in equity which permits the termination of this
Agreement), except where otherwise expressly provided.
Section 32. Failure to Exercise Rights not a Waiver; Waiver Provisions. The failure
by either party to promptly exercise any right arising hereunder shall not constitute a waiver of
such right unless otherwise expressly provided herein. No waiver or breach of any provision of
this Amended Agreement shall constitute a waiver of any subsequent breach of the same or any
other provision hereof, and no waiver shall be effective unless made in writing.
Section 33. Events of Default.
(a) The Developer shall be in default under this Amended Agreement if any
of the following events occur and continue beyond the applicable grace
period or notice and cure period provided herein: the Developer fails to
perform or breaches any term, covenant, or condition of this Amended
Agreement which is not cured within Thirty (30) days after receipt 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, the Developer shall not be in default if it commences to

Page 18 of 21
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cure such breach within said Thirty (30) day period and diligently
prosecutes the cure to completion.
(b) The City shall be in default under this Amended Agreement if the City
fails to perform or breaches any term, covenant, or condition of this
Amended Agreement and such failure is not cured within Thirty (30) days
after receipt of written notice from the Developer specifying the nature of
such breach; provided, however, that if such breach cannot reasonably be
cured within Thirty (30) days, the City shall not be in default if it
commences to cure such breach within said Thirty (30) day period and
diligently prosecutes the cure to completion.
(c) It shall not be a default under this Amended Agreement if any Party is
declared bankrupt by a court of competent jurisdiction. All rights and
obligations in this Amended Agreement shall survive such bankruptcy of
any Party. The Parties hereby forfeit their right(s) to terminate this
Amended Agreement upon the bankruptcy of any other Party. This
section does not absolve the Developer of any of its obligations pursuant
to the Code should it declare bankruptcy, including but not limited to,
ensuring that all construction sites, buildings structures, and excavation
sites are safe.
(d) A default by MWCs successor(s) or assignee(s) of any portion of this
Amended Agreement shall not be deemed to be a breach by MWC nor any
other successor or assignee of MWC of any portion of their respective
rights, duties, and obligations under this Amended Agreement. A default
by MWC under this Amended Agreement shall not be deemed to be a
breach by any successor(s) or assignee(s) of MWC of its rights, duties, or
obligations under this Amended Agreement. For purposes of clarity, the
Developer intends for the Project to be developed by multiple parties in
multiple phases over the next several years. Any actual or alleged default
by the developer of a portion(s) or phase(s) of the Project, including, but
not limited to, the Developer, shall not cause, nor be treated, deemed, or
construed as a default by another developer with respect to any other
portion(s), phase(s) or component(s) of the Project.
Section 34. Remedies Upon Default.
(a) Except as otherwise provided under Section 25(c) and Section 41 of this
Amended Agreement, neither party may terminate this Amended
Agreement upon the default of the other party, but shall have all of the
remedies enumerated herein.
(b) Upon the occurrence of a default by a party to this Amended Agreement,
including their successors and assigns, not cured within the applicable
notice, grace, or cure period as provided herein, as may be extended, the
Developer and the City agree that any party may seek specific
performance of this Amended Agreement, and that electing to seek

Page 19 of 21
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specific performance shall not waive any right of such party to also seek
monetary damages or any other relief other than termination of this
Amended Agreement. In addition to any other remedies available to the
City under this Amended Agreement, in the event of default by the
Developer, or any successor(s) or assign(s), the City may withhold any
permits or other approval, but only against the defaulting party.
Section 35. Severability. If any term or provision of this Amended Agreement or the
application thereof to any person or circumstance shall, to any extent, hereafter be determined to
be invalid or unenforceable, the remainder of this Amended Agreement or the application of
such term or provision to persons or circumstances other than those as to which it is held invalid
or unenforceable shall not be affected thereby and shall continue in full force and effect.
Section 36. Assignment and Transfer. This Amended Agreement shall be binding on
the Developer and its heirs, successors and assigns, including the successor to or assignee of any
Property Interest. The Developer, at its sole discretion, may assign, in whole or in part, this
Amended Agreement or any of its rights and obligations hereunder, or may extend the benefits of
this Amended Agreement, to any holder of a Property Interest without the prior written consent
or any other approval of the City. The City shall be notified in writing within thirty (30) days of
any assignment or transfer.
Section 37. Obligations Surviving Termination Hereof. Notwithstanding and
prevailing over any contrary term or provision contained herein, in the event of any lawful
termination of this Amended Agreement, the following obligations shall survive such
termination and continue in full force and effect until the expiration of a One (1) year term
following the earlier of the effective date of such termination or the expiration of the term: (i)
the exclusive venue and choice of law provisions contained herein; (ii) rights of any party arising
during or attributable to the period prior to expiration or earlier termination of this Amended
Agreement; and (iii) any other term or provision herein which expressly indicates either that it
survives the termination or expiration hereof or is or may be applicable or effective beyond the
expiration or permitted early termination hereof.
Section 38. Lack of Agency Relationship. Nothing contained herein shall be
construed as establishing an agency relationship between the City and the Developer and neither
the Developer nor its employees, agents, contractors, subsidiaries, divisions, affiliates, or guests
shall be deemed agents, instrumentalities, employees, or contractors of the City for any purpose
hereunder, and the City, its contractors, agents, and employees shall not be deemed contractors,
agents, or employees of the Developer or its subsidiaries, divisions, or affiliates.
Section 39. Cooperation; Expedited Permitting; and Time is of the Essence.
(a) The Parties agree to cooperate with each other to the full extent practicable
pursuant to the terms and conditions of this Amended Agreement. The
Parties agree that time is of the essence in all aspects of their respective
and mutual responsibilities pursuant to this Amended Agreement. The
City shall use its best efforts to expedite the permitting review and
approval process in an effort to assist the Developer in meeting its
demolition, development, and construction completion schedules. The

Page 20 of 21
MIA 183700945v12
City will accommodate requests from the Developers agents,
representatives, general contractor(s), and subcontractors for simultaneous
review of multiple permitting packages, such as those for site work and
foundations, and building shell, core, and interiors.
(b) Notwithstanding the foregoing, the City shall not be obligated to issue
development permits to the extent the Developer does not comply with the
applicable requirements of the MWC District Regulations, the
Comprehensive Plan, this Amended Agreement, applicable building
codes, or any other laws, rules, orders, or regulations.
Section 40. Enforcement.
(a) In the event that the Developer, its successors, or assigns fails to act in
accordance with the terms of the MWC District Regulations, the City shall
seek enforcement of said violation upon the subject Property.
(b) Enforcement of this Amended Agreement shall be by action against any
parties or person violating, or attempting to violate, any covenants set
forth in this Amended Agreement. Each party shall be responsible for its
own attorneys fees in any such enforcement action.
(c) This enforcement provision shall be in addition to any other remedies
available at law, in equity, or both, excluding, however, any remedy which
may be available at law or in equity which permits the termination of this
Amended Agreement.
Section 41. Amendment or Termination by Mutual Consent. This Amended
Agreement may not be amended or terminated during its term except by mutual agreement of the
Developer and its successors and assigns, and the City in writing. Prior to amending or
terminating this Amended Agreement, the Commission shall hold Two (2) duly noticed public
hearings.
Section 42. Third Party Defense. The City and the Developer shall, at their own cost
and expense, vigorously defend any claims, suits, or demands brought against it by third parties
threatening the Amended Agreement, challenging its enforceability, or objecting to any aspect
thereof, including, without limitation, any claims for loss, damage, liability, or expense
(including reasonable attorneys fees). The City and the Developer shall promptly give the other
written notice of any such action, including those that are pending or threatened, and all
responses, filings, and pleadings with respect thereto.
Section 43. No Conflict of Interest. The Developer agrees to comply with the Code as
of the Effective Date with respect to conflicts of interest.
Section 44. No Third-Party Beneficiary. No persons or entities other than the
Developer and the City, their respective heirs, successors, and permitted assigns, shall have any
rights whatsoever under this Amended Agreement.

Page 21 of 21
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Section 45. Counterparts. This Amended Agreement may be executed in counterparts,
each of which shall constitute an original but all of which, when taken together, shall constitute
one and the same agreement.
Section 46. Recordation. A fully executed version of this Amended Agreement shall
be recorded in the public records of Miami-Dade County by the Developer, at the Developers
sole cost and expense, within Thirty (30) days after execution by all the Parties.
Section 47. Estoppel Certificate. Upon request by any party to this Amended
Agreement, the other party or its duly authorized representative will deliver to the requesting
party, within thirty (30) days after such request is made, a certificate in writing certifying (a) that
this Amended Agreement is unmodified and in full force and effect (or if there have been any
modifications, a description of such modifications and that this Amended Agreement as modified
is in full force and effect); (b) that to the best knowledge of such party, the requesting party is
not, at that time, in default under any provision of this Amended Agreement, or, if in default, the
nature thereof in detail; (c) to the best knowledge of such party, whether such party has a claim
against the other party under this Amended Agreement, and, if so, the nature thereof and the
dollar amount of such claim; and (d) such other matters as such requesting party or its lender
may reasonably request. Each party further agrees that such certificate shall be in a form
reasonably acceptable to the City Attorney and may be relied upon by (i) any prospective
purchaser of the fee or mortgage or assignee of any mortgage on the fee of the Property or any
portion thereof and/or (ii) any prospective or existing lender of Developer as identified by
Developer in its request therefor.
NOW, WHEREOF, the City and the Developer have caused this Amended Agreement to
be duly executed.
[Signatures Appear on the Following Pages]


MIA 183700945v12
MIAMI WORLDCENTER HOLDINGS LLC,
a Delaware limited liability company

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

By:
Name:
Title:


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


By:
Name:
Title:


Miami First, LLC, a Delaware limited liability company

By:


Print Name
As: _______________________________


Miami Second, LLC, a Delaware limited liability company

By:


Print Name
As: _______________________________

MIA 183700945v12

Miami Third, LLC, a Delaware limited liability company

By:


Print Name
As: _______________________________

Miami Fourth, LLC, a Florida limited liability company

By:


Print Name
As: _______________________________

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

By:
Print Name:
As:


STATE OF )
)
COUNTY OF )

I HEREBY CERTIFY that on this __ day of _________, 2014, personally appeared before me,
an officer duly authorized to administer oaths and take acknowledgements,
___________________, as ____________ of ________________________. They are
personally known to me or have produced ____________________ as identification.
________________________________
NOTARY PUBLIC
Print Name:
Commission No.
Commission Expires:
[SEAL]

MIA 183700945v12
CITY OF MIAMI, FLORIDA
By:
Daniel J. Alfonso, City Manager

ATTEST:
By:
Todd B. Hannon, City Clerk

APPROVED AT TO FORM AND CORRECTNESS:
By:
Victoria Mndez, City Attorney





City Commission First Reading Draft 08/28/2014 v12

Exhibit A
Rezoning Ordinance



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





City Commission First Reading Draft 08/28/2014 v12

Exhibit B
Approval Resolution



Please refer to Legistar File No. 08-01015da for a copy of Resolution No. 08-0658. A copy shall
be inserted prior to full execution.

City Commission First Reading Draft 08/28/2014 v12

Exhibit C
Conceptual Site Plan

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City Commission First Reading Draft 08/28/2014 v12


Exhibit D
Amended Miami Worldcenter Zoning Regulations and Development Standards

Please refer to Legistar File No. 08-01015zt1 for a copy of the Amended Miami Worldcenter
Zoning Regulations and Development Standards. The Development Agreement will be
considered by the City Commission as a companion item to the above-referenced file. A copy
shall be inserted prior to full execution.


City Commission First Reading Draft 08/28/2014 v12

Exhibit E
Legal Description of the Property

City Commission First Reading Draft 08/28/2014 v12

Exhibit F

Public Open Spaces Easement Agreement

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

Iris Escarra, Esq.
Greenberg Traurig
333 Avenue of Americas
44th Floor
Miami, FL 33131




Reserved for Recording
MIA 183590082v3
_____________________________________________________________________________

OPEN SPACE EASEMENT AND MAINTENANCE AGREEMENT

THIS OPEN SPACE EASEMENT AND MAINTENANCE AGREEMENT ("Easement
Agreement") is entered this ____ day of _____________ 2014, by and between MIAMI
WORLDCENTER GROUP, LLC., a Florida limited liability company (MWC) and the
undersigned affiliates and subsidiaries of MWC (collectively the Developer), and the CITY OF
MIAMI, FLORIDA, a municipal corporation and a political subdivision of the State of Florida
(City, hereinafter the Developer and the City may be referred to as the Parties).

RECITALS

WHEREAS, the Developer holds fee simple title to that certain assemblage of real
property located in the MWC District (collectively, Property), legal descriptions of which are
attached as Exhibit A.

WHEREAS, on or about November 3, 2009, the Developer and the City entered into that
certain Development Agreement between the Parties (Initial Agreement), which was approved
by the City Commission (Commission) on November 13, 2008 through Resolution No. 08-
0658, (collectively the Approval Resolution);

WHEREAS, on or about _________________, 2014, the Developer and the City entered
into that certain Amended and Restated Development Agreement between the Parties, which was
approved by the Commission through Resolution No. __________ (Amended and Restated
Development Agreement);

WHEREAS, the Parties mutually desire for the Property to provide various types of open
space (collectively, Open Spaces) within the Project, and be substantially consistent with the
Conceptual Open Spaces Plan (Open Spaces Plan) attached as Exhibit B, and also consistent
with the terms, conditions and mutual obligations contained in the Initial Agreement and the
Amended and Restated Development Agreement; and

WHEREAS, the Developer will retain ownership of the Open Spaces but shall grant the
City a non-exclusive easement allowing public access to the Open Spaces as depicted in the Open
Spaces Plan attached as Exhibit B;



Open Space Easement
And Maintenance Agreement

Reserved for Recording

2 of 8
MIA 183590082v3
NOW, THEREFORE, in consideration of the mutual covenants, obligations and
conditions contained in this Easement Agreement, the Parties mutually agree and bind themselves
as detailed below:

1. Recitals. The foregoing recitals are true and correct and are incorporated as if set
forth herein.

2. Purpose.

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

(i) One (1) public Open Space containing a minimum of 20,000 contiguous square
feet, as shown on Exhibit B;
(ii) One (1) public Open Space containing a minimum of 14,000 contiguous square
feet, as shown on Exhibit B; and
(iii) Sidewalks and similar pedestrian passageways designed to encourage
increased pedestrian activity including shopping, entertainment and outdoor
seating, in the general areas conceptually identified on the Regulating Plan
attached to this Easement Agreement as Exhibit C.
3. Open Space Maintenance, Operation and Liability Agreement. The Developer,
including successors and assigns of the Developer, shall be responsible for maintaining, repairing,
and all associated upkeep of the Open Spaces (including all improvements or similar structures
which may be constructed or located thereon from time to time) in a safe manner, in compliance
with applicable laws and building regulations, and in a manner which does not otherwise impede
the exercise of the easement rights in this Easement Agreement.
4. Term of Easements. The easement(s) over the Open Spaces in favor of the City
and the public granted in this Easement Agreement shall commence on the date of recordation in
the Public Record of Miami-Dade County, Florida.

5. Construction and Development of Open Spaces. The Parties acknowledge that
as part of the process to develop the Property, access to the Open Spaces may be temporarily
impeded for purposes of constructing, maintaining, or repairing the Open Spaces. The Developer
will provide the City with a minimum of thirty (30) days advance written notice of any temporary
impediments to accessing the Open Spaces.

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



Open Space Easement
And Maintenance Agreement

Reserved for Recording

3 of 8
MIA 183590082v3
7. Miscellaneous.

a. Enforcement. The provisions of this Easement Agreement may be enforced by all
available remedies at law or in equity (provided, however, that in no event shall any party have
the right to seek to terminate any of the easement rights granted hereunder) by the Parties.

b. Construction. The section headings contained in this Easement Agreement are for
reference purposes only and shall not affect the meaning or interpretation of the provisions herein.
All of the Parties to this Easement Agreement have participated fully in the negotiation of this
Easement Agreement, and accordingly, this Easement Agreement shall be equally construed as
between the Parties, including their successors and assigns. In construing this Easement
Agreement, the singular shall be held to include the plural, the plural shall be held to include the
singular, and reference to any particular gender shall be held to include every other and all
genders.

C. Notices. All notices, demands or requests given under this Easement Agreement
shall, except as otherwise expressly provided, be in writing and delivered by personal service or
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 Easement Agreement shall be deemed given when received.
Any actions required to be taken hereunder which fall on Saturday, Sunday, or United States legal
holidays shall be deemed to be performed timely when taken on the succeeding day thereafter
which shall not be a Saturday, Sunday or legal holiday.
To the City:
City Manager
City of Miami
3500 Pan American Drive
Miami, FL 33133

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

To the Developer:
Managing Member
Miami WorldCenter LLC
1010 NE 2nd Ave.
Miami, FL 33132

With copies to:
Greenberg Traurig, P.A.
Attn: Ryan D. Bailine, Esq.
Attn: Iris Escarra, Esq.
Open Space Easement
And Maintenance Agreement

Reserved for Recording

4 of 8
MIA 183590082v3
333 SE 2nd Ave., Suite 4400
Miami, FL 33131


c. Severability. In the event any term or provision of this Easement Agreement is
determined by appropriate judicial authority to be illegal or otherwise invalid, such provision
shall be given its nearest legal meaning or be construed as deleted as such authority determines,
and the remainder of this Easement Agreement shall remain in full force and effect.

d. Successors and Assigns. This Easement Agreement shall be binding upon and
inure to the benefit of the owners from time to time of the Property, including and their respective
successors and assigns.

e. Exhibits. All of the Exhibits attached to this Easement Agreement are incorporated
in, and made a part of, this Easement Agreement.

f. Force Majeure. For purposes of this Easement Agreement, the term Force
Majeure shall mean and refer to any act of God, earthquake, hurricane, flood, riot, war, order of
civil or military or naval authority, fire, strikes, extraordinary weather conditions, or any other
course of events reasonably beyond the control of the Parties, as applicable (provided, however,
that the inability to fund any obligation shall never be deemed Force Majeure). To the extent
either of the Parties, as applicable, is unable to complete an obligation or task as a result of Force
Majeure, the time period for such party to complete its obligation, to the extent there is one, shall
be extended for a reasonable period of time depending upon the nature of the Force Majeure event
together with the incomplete task or unfulfilled obligation.

g. Exclusive Venue, Choice of Law, Specific Performance. It is mutually understood
and agreed by the Parties hereto, that this Easement Agreement shall be governed by the laws of
the State of Florida, and any applicable federal law, both as to interpretation and performance, and
that any action at law, suit in equity, or judicial proceedings for the enforcement of this Easement
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 Miami-Dade County. In addition to any other legal rights, the City and the
Developer shall each have the right to seek specific performance of this Easement Agreement.
Each party shall bear its own attorneys fees. Each party waives any defense, whether asserted by
motion or pleading, that the aforementioned courts are an improper or inconvenient venue.
Moreover, the Parties consent to the personal jurisdiction of the aforementioned courts and
irrevocably waive any objections to said jurisdiction. The Parties irrevocably waive any rights to
a jury trial..

8. Reservations.

a. The Developer hereby reserves all rights of ownership in and to the Open Spaces,
including, without limitation, the right to grant further easements in, on, over, across, or under
Open Spaces for all uses and activities that do not materially interfere with the intent and
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provisions of Easement Agreement.

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

9. Amendments; Termination. Subject to the other provisions hereof, the provisions of
this Easement Agreement relating to the easements may not be amended, modified or terminated
except by written release and/or agreement of all of the then effected owners of the Property
seeking such amendment, the holders of any mortgages of record encumbering same and the City
Manager of the City of Miami or his or her successor, in a form acceptable to the City Attorney.
The City shall not unreasonably withhold, condition, or deny any such requests to amend this
Easement Agreement. Further, no modification or amendment shall be effective unless in writing
and recorded in the Public Records of Miami-Dade County, Florida.

10. Estoppel Certificate. Upon request by any party to this Easement Agreement, the
other party or its duly authorized representative will deliver to the requesting party, within thirty
(30) days after such request is made, a certificate in writing certifying (a) that this Easement
Agreement is unmodified and in full force and effect (or if there have been any modifications, a
description of such modifications and that this Easement Agreement as modified is in full force
and effect); (b) that to the best knowledge of such party, the requesting party is not, at that time,
in default under any provision of this Easement Agreement, or, if in default, the nature thereof in
detail; (c) to the best knowledge of such party, whether such party has a claim against the other
party under this Easement Agreement, and, if so, the nature thereof and the dollar amount of such
claim; and (d) such other matters as such requesting party or its lender may reasonably request.
Each party further agrees that such certificate shall be in a form reasonably acceptable to the City
Attorney and may be relied upon by (i) any prospective purchaser of the fee or mortgage or
assignee of any mortgage on the fee of the Property or any portion thereof and/or (ii) any
prospective or existing lender of Developer as identified by Developer in its request therefor.

11. Entire Agreement. This Easement Agreement constitutes the entire agreement
between the Parties with respect to the subject matter hereof and supersedes all prior agreements,
understandings and arrangements, both oral and written, between the Parties.

[SIGNATURE PAGES FOLLOW]
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NOW, WHEREOF, the City and the Developer have caused this Open Space Easement
and Maintenance Agreement to be duly executed.
MIAMI WORLDCENTER HOLDINGS LLC.,
a Delaware limited liability company

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

By:
Name:
Title:


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


By:
Name:
Title:


Miami First, LLC., a Delaware limited liability company

By:


Print Name
As: _______________________________


Miami Second, LLC., a Delaware limited liability company

By:


Print Name
As: _______________________________
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And Maintenance Agreement

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Miami Third, LLC., a Delaware limited liability company

By:


Print Name
As: _______________________________

Miami Fourth, LLC., a Florida limited liability company

By:


Print Name
As: _______________________________

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

By:
Print Name:
As:


STATE OF FLORIDA )
COUNTY OF MIAMI-DADE)

I HEREBY CERTIFY that on this __ day of _________, 2014, personally appeared before me, an
officer duly authorized to administer oaths and take acknowledgements, ___________________,
as ____________ of ________________________. They are personally known to me or have
produced ____________________ as identification.
________________________________
NOTARY PUBLIC
Print Name:
Commission No.
Commission Expires:
[SEAL]
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And Maintenance Agreement

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CITY OF MIAMI, FLORIDA


By:
Daniel J. Alfonso, City Manager

ATTEST:
By:
Todd B. Hannon, City Clerk

APPROVED AT TO FORM AND
CORRECTNESS:
By:
Victoria Mndez, City Attorney