WHEREAS, the Property amounts to approximately 6.2 acres of land; and

DEVELOPMENT AGREEMENT BETWEEN CITY OF MIAMI, FLORIDA AND CG MIAMI RIVER OWNER, LLC, REGARDING APPROVAL OF THE MIAMI RIVER SPECIAL AREA PLAN AND RELATED DEVELOPMENT This is a Development Agreement ( Agreement ) made this day 2013, between CG Miami River Owner, LLC, a Florida corporation, (the Developer ) and the City of Miami, Florida, a municipal corporation and a political subdivision of the State of Florida (the City ) (the Developer and the City together referred to as the Parties ). WHEREAS, the Developer is the fee simple owner of the property in Miami-Dade County, Florida, legally described on Exhibit A, located between SW 7 Street on the south, the Miami River on the north, SW 2 Avenue on the east, and SW 3 Avenue on the west, within the City (the Property ); and WHEREAS, the Property amounts to approximately 6.2 acres of land; and WHEREAS, the Property is designated Industrial / Port of Miami River and Restricted Commercial on the Future Land Use Map, according to the Miami Comprehensive Neighborhood Plan ("Comprehensive Plan"); and WHEREAS, the Property is zoned D3 Waterfront Industrial and T6-36B-O Urban Core, according to the Miami 21 Zoning Code ("Miami 21") WHEREAS, a process exists within Miami 21 which allows parcels of more than nine (9) abutting acres to be master planned to allow greater integration of public improvements and infrastructure, and greater flexibility so as to result in higher or specialized quality building and streetscape design; and WHEREAS, the result of this master planning process is known as a "Special Area Plan" ("SAP"); and WHEREAS, on August, 2014, the Developer filed an application with the City for approval of a SAP in order to develop the Property as a mixed use development with residential and lodging units, retail, restaurants, working waterfront uses, office, and other amenities, including a public riverwalk (the Miami River SAP ); and WHEREAS, the City serves as co-applicant for approval of the Miami River SAP, as fee simple owner of the land described in Exhibit B ( City SAP Area ), approximately 2.9 acres, including the public right of ways, and portions of Jose Marti Park; and WHEREAS, the entirety of the SAP application area amounts to approximately 9.1 acres, legally described on Exhibit C ( SAP Application Area ); and WHEREAS, the City and the Developer wish for development of the Miami River SAP to proceed in a manner which is consistent with the Comprehensive Plan, Miami 21, the City 1

Charter, the Miami River Greenway Action Plan, and the Miami River Corridor Urban Infill Plan ; and WHEREAS, as a condition to the approval of the Project, the Developer must enter into a Development Agreement pursuant to Section 3.9.1.f. of Miami 21. NOW THEREFORE, in consideration of the mutual covenants contained herein, it is hereby understood and agreed: 1. Consideration. The Parties hereby agree that the consideration and obligations recited and provided for under this Agreement constitute substantial benefits to both parties and thus adequate consideration for this Agreement. 2. Rules of Legal Construction. For all purposes of the Agreement, unless otherwise expressly provided: (a) (b) (c) (d) (e) (f) A defined term has the meaning assigned to it; Words in the singular include the plural, and words in plural include the singular; A pronoun in one gender includes and applies to other genders as well; The terms "hereunder", "herein", "hereof', "hereto" and such similar terms shall refer to the instant Agreement in its entirety and not to individual sections or articles; The Parties hereto agree that this Agreement shall not be more strictly construed against either the City or the Developer, as all parties are drafters of this Agreement; and The recitals are true and correct and are incorporated into and made a part of this Agreement. The attached exhibits shall be deemed adopted and incorporated into the Agreement; provided however, that this Agreement shall be deemed to control in the event of a conflict between the attachments and this Agreement. 3. Purpose. The purpose of this Agreement is for the City to authorize the Developer to redevelop the SAP Application Area pursuant to the Miami River SAP. This Agreement will establish, as of the Effective Date, the land development regulations which will govern the development of the Property, thereby providing the Developer with additional certainty during the development process. This Agreement satisfies the requirements of Section 3.9.1.f., Miami 21. 4. Intent. The Developer and the City intend for this Agreement to be construed and implemented so as to effectuate the purpose of the Miami River SAP Regulating Plan, this Development Agreement, the Comprehensive Plan, Miami 21, the City Charter, the City of Miami s Code of Ordinances ( the Code ), and the Florida Local Government Development 2

Agreement Act, Sections 163.3220-163.3243, Florida Statutes (2014). 5. Site Plan. The Property will be developed and used substantially in compliance with a compilation of plans, including, specifically, architectural plans entitled Miami River, as prepared by Kobi Karp Architecture and Interior Design, Inc., and the Landscape Plans as prepared by Kimley Horn and Associates, Inc. All the foregoing plans are collectively referred to in this Agreement as the Project and are described in detail by a plans index attached as Exhibit "D" to this Agreement. Substantially in compliance, for purposes of this Agreement, shall be determined by the City Planning Director, pursuant to Article 7.1.1.2 of Miami 21. 6. Zoning, Permitted Development Uses and Building Intensities. The City will designate the SAP Application Area as Miami River SAP on the official Zoning Atlas of the City, pursuant to the applicable procedures in Miami 21. As part of the SAP process, the underlying land use and zoning designation will not be changed, although minor modifications to the T6-36B-O and D3 regulations are incorporated into the Miami River Regulating Plan and Design Guidelines, attached as Exhibit "E." In approving the Miami River SAP, the City has determined that the uses, intensities, and densities of development permitted thereunder are consistent with the Comprehensive Plan and the Zoning. Signage and deviations to the regulations in the Code are articulated further in the Regulating Plan, signage shall be approved administratively in accordance with these regulations. 7. Future Development. Future development within the SAP Application Area shall proceed pursuant to the Miami River SAP Regulating Plan. The criteria to be used in determining whether future development shall be approved are: (a) consistency with the Comprehensive Plan, (b) this Agreement, (c) and the SAP. The Comprehensive Plan, this Agreement, and the Miami River SAP shall govern development of the SAP Application Area for the duration of the Agreement. The City's laws and policies adopted after the Effective Date may be applied to the SAP Application Area only if the determinations required by Section 163.3233(2), Florida Statutes (2014) have been made after 30 days written notice to the Developer and at a public hearing. Pursuant to Section 163.3245(3), Florida Statutes (2014), this prohibition on downzoning supplements, rather than supplants, any rights that may vest to the Developer under Florida or Federal law. As a result, the Developer may challenge any subsequently adopted changes to land development regulations based on (a) common law principles including, but not limited to, equitable estoppel and vested rights, or (b) statutory rights which may accrue by virtue of Chapter 70, Florida Statutes (2014). 8. Public Benefits. The Project consists of five (5) phases of development on the Property. Four (4) of the phases will take advantage of additional Benefit Height and Floor Lot Ratio ( FLR ) as permitted under Miami 21. Phases 1, 3, and 5 will contain approximately 340,800 square feet of benefit floor area each; Phase 5 will contain approximately 242,400 square feet of benefit floor area. Based on the City s development fee schedule, the price per square foot of benefit area is approximately $17.82. Accordingly, the total estimated Benefit contribution to the City will be approximately $22,000,000. In lieu of the cash contribution to the Miami 21 Public Benefits Trust Fund, the Developer shall construct improvements within the SAP Area and its surroundings pursuant to the Project plans and the traffic analysis prepared for the project by Kimley Horn & Associates, dated August 15, 2014, and such improvements 3

authorized by the City administration. A list of proposed improvements currently under consideration by the City is attached as Exhibit F. These proposed improvements include connection of the riverwalk, in accordance with the Miami River Greenway Action Plan and the Miami River Corridor Urban Infill Plan, from the SW 2 Avenue Bridge through the northwest boundary of Jose Marti Park at SW 2 Street. The Developer agrees that the riverwalk improvements shall be constructed as part of Phase 2 of the Project s development. It should be noted that the improvements proposed in Exhibit F present a selection of possible improvements, subject to review and approval by the required governmental entities. 9. Working Waterfront. The portion of the Property currently zoned D3, and designated as Industrial on the City s Future Land Use Atlas, shall maintain a Working Waterfront use. Therefore, the Developer: (a) shall not to object or otherwise attempt to impede any legally permitted Working Waterfront 24-hour operations; (b) shall provide all future tenants and prospective owners of the Property notice of the existing Working Waterfront 24- hour operations and will include a provision to agree not to object to legally permitted Working Waterfront 24-hour operations in each lease; (c) acknowledges that it is solely the Developer's responsibility to design its structures to accommodate legally permitted Working Waterfront 24- hour operations; and (d) will not pursue any claims for liability, loss or damage, whether through litigation or otherwise, against permittees engaging in Working Waterfront 24-hour operations, related to damage to Owner's structures, noise, smoke, fumes, bridge closures, and/or other quality of life issues that might result from legally permitted Working Waterfront 24-hour operations. 10. Riverwalk. The Developer, at its sole cost and expense, agrees to develop the public Riverwalk between SW 2 Avenue and the western boundary of Jose Marti Park, SW 2 Street, as part of Phase II of the project development. A Riverwalk shall be built, constructed, installed and maintained substantially in compliance with the plans as depicted in the Phase II plans. Substantially in compliance shall be determined by the City Planning Director. The Riverwalk on the Property will be open to the public and maintained by the Developer. 11. Job Creation & Employment Opportunities. Generally, the Developer shall consult with local and/or state economic development entities regarding job training and job placement services to area city residents seeking employment opportunities with potential employers which will locate or establish business within the SAP Application Area. (a) Construction Employment. The Developer shall work with the City's Miami Works Initiative to identify both skilled and unskilled laborers seeking employment opportunities within the construction industry. (b) Hospitality, Restaurant & Retail Employment. The Developer anticipates that a significant number of employment opportunities in the hospitality, culinary, and retail sectors will be generated within the SAP Application Area. The Developer shall use best efforts to work with local schools to place qualified program graduates in employment opportunities within the SAP Application Area. 12. Construction of encroachments within the Public Right-of-Way. The City 4

finds that the encroachments proposed by the Developer do not unduly restrict the use of the public right-of-way and are a necessary essential element in the construction of the pedestrian and vehicular overpasses above the same rights-of-way. The adoption of this Agreement shall serve to satisfy the requirements set forth in Section 55-14(b) of the City Code. Notwithstanding the requirements of Section 55-14(c) of the City Code, the City agrees to waive any and all claims to payment of a user fee in connection with the construction of the aforementioned encroachments within the public rights-of-way. Further, this Agreement shall satisfy the requirements of Section 55-14(d) of the City Code. In consideration for authorizing the construction of the aforementioned encroachments, the Developer further covenants to: (a) (b) (c) Maintain the above grade pedestrian and vehicular overpasses in accordance with the Florida Building Code and the City Charter and Code. Provide an insurance policy, in an amount determined by the City's risk manager, naming the City as an additional insured for public liability and property damage. The insurance shall remain in effect for as long as the encroachment(s) exist above the right-of-way. Should the Developer fail to continuously provide the insurance coverage, the City shall have the right to secure similar insurance policy in its name and place a special assessment lien against the owner s abutting private property for the total cost of the premium. The Developer shall hold harmless and indemnify the City, its officials and employees from any claims for damage or loss to property and injury to persons of any nature whatsoever arising out of the use, construction, maintenance or removal of the pedestrian and vehicular overpasses and from and against any claims which may arise out of the granting of permission for the encroachment or any activity performed under the terms of this Agreement. 13. Valet Parking. The Developer intends to establish a uniform valet system to service the SAP Application Area. Notwithstanding the limitations set forth in Sections 35-305, a maximum of two (2) valet permits may be issued for the operation of a valet parking ramp on the same side of the block where the permit applicant is the operator of the uniform valet system. 14. Alcoholic Beverage Sales. The Property is located within the D-3 and T6-36B- O zoning transects as designated under Miami 21. Notwithstanding the requirements of Section 4-3.2 of the City Code, Planning and Zoning Advisory Board, and City Commission approval shall not be required for bars (including taverns, pubs, and lounges), nightclubs, supper clubs as principal uses proposed to be located within the Project. Said establishments shall be authorized pursuant to the issuance of a Warrant (currently requires Exception). The Planning & Zoning Director shall consider the criteria set forth in Section 4-3.2.1 of the City Code when evaluating such Warrant applications. 15. Environmental. The City finds that the proposed development will confer a significant net improvement upon the publicly accessible tree canopy in the area. The City and the Developer agree that the Developer will comply with the intent and requirements of Chapter 5

17 of the City Code by performing tree replacement within the SAP Area where possible. Where replacement within the SAP Area is not possible, the Developer shall perform tree replacement within Jose Marti Park. Where replacement within Jose Marti Park is not possible, the Developer shall perform the required tree replacement within one (1) mile of the SAP or within any other City park, subject to approval by the City. The City further agrees to facilitate the permitting and planting of replacement trees on all publicly owned property within the area and within City parks. 16. Public Facilities. As of the Effective Date, the Developer shall conduct an extensive analysis of the Public Facilities available to serve the Project. In the event that the Existing Zoning and/or the Comprehensive Plan require the Developer to provide Public Facilities to address any deficiencies in required levels of service occasioned by future development within the SAP Area or as a result of the development of the Project, the Developer shall provide such Public Facilities consistent with the timing requirements of Sections 163.3180(2)(a), (b) and (c), Florida Statutes (2014), or as otherwise required by Chapter 13 of the City Code, as amended from time to time, if applicable. The Developer shall be bound by the City impact fees and assessments in existence as of the Effective Date of this Agreement. 17. Release of Existing Ordinance 11000 Covenants. Upon approval of this Development Agreement, the Planning Director will release two Declarations of Restrictive Covenants recorded in the public records of Miami-Dade County related to prior development approvals for portions of the SAP area. The first Declaration of Restrictive Covenants is recorded at Official Record Book 24194 at Page 1806 of the Public Records of Miami-Dade County, and was proffered along with a rezoning application for a portion of the project area, corresponding with the parcels in the middle section of the project area. The second Declaration of Restrictive Covenants is recorded at Official Record Book 24997 at Page 2543 of the Public Records of Miami-Dade County, and was proffered along with a rezoning application for a portion of the southern section of the project area. 18. Compliance With Fire/Life Safety Laws. The Developer shall at all times in the development and operation of the Project comply with all applicable laws, ordinances and regulations including life safety codes to insure the safety of all Project and City residents and guests. Specifically and without limitation, the Developer will install and construct all required fire safety equipment and water lines with flow sufficient to contain all possible fire occurrences. 19. Local Development Permits. The Project may require additional permits or approvals from the City, County, State, or Federal government and any division thereof. Subject to required legal process and approvals, the City shall make a good faith effort to take all reasonable steps to cooperate with and facilitate all such approvals, including acting as an applicant. Such approvals include, without limitation, the following approvals and permits and any successor or analogous approvals and permits: 6

(a) Subdivision plat and/or waiver of plat approvals; (b) Covenant or Unity of Title acceptance and the release of the two existing Declarations of Restrictions; (c) Building permits; (d) Certificates of use and/or occupancy; (e) Stormwater Permits; and (f) Any other official action of the City, County, or any other government agency having the effect of permitting development of the Property. In the event that the City substantially modifies its land development regulations regarding site plan approval procedures, authority to approve any site plan for a project in the SAP Application Area shall be vested solely in the City Manager, with the recommendation of the Planning Director. Any such site plan shall be approved if it meets the requirements and criteria of the Zoning, the Comprehensive Plan and the terms of this Agreement. 20. Cooperation; Expedited Permitting and Time is of the Essence. The Parties agree to cooperate with each other to the full extent practicable pursuant to the terms and conditions of this Agreement. The Parties agree that time is of the essence in all aspects of their respective and mutual responsibilities pursuant to this Agreement. The City shall use its best efforts to expedite the permitting and approval process in an effort to assist the Developer in achieving its development and construction milestones. The City will accommodate requests from the Developer's general contractor and subcontractors for review of phased or multiple permitting packages, such as those for excavation, site work and foundations, building shell, core, and interiors. In addition, the City will designate an individual within the City Manager's office who will have a primary (though not exclusive) duty to serve as the City's point of contact and liaison with the Developer in order to facilitate expediting the processing and issuance of all permit and license applications and approvals across all of the various departments and offices of the City which have the authority or right to review and approve all applications for such permits and licenses. Notwithstanding the foregoing, the City shall not be obligated to issue development permits to the extent the Developer does not comply with the applicable requirements of the Zoning, the Comprehensive Plan, this Agreement and applicable building codes. 21. Reservation of Development Rights. (a) For the term of this Agreement, the City hereby agrees that it shall permit the development of the SAP Property in accordance with the Comprehensive Plan, Miami 21, the Miami River SAP Regulating Plan, and this Agreement. (b) Nothing herein shall prohibit an increase in the density or intensity of development permitted in the SAP Area in a manner consistent with (a) Miami 21 and the Miami 7

River SAP, and/or the Comprehensive Plan, (b) any zoning change subsequently requested or initiated by Developer in accordance with applicable provisions of law or (c) any zoning change subsequently enacted by the City. (c) The expiration or termination of this Agreement shall not be considered a waiver of, or limitation upon, the rights, including, but not limited to, any claims of vested rights or equitable estoppel, obtained or held by the Developer or its successors or assigns to continue development of the SAP Property in conformity with Existing Zoning and all active prior and subsequent development permits or development orders granted by the City. 22. Notice. All notices, demands and requests which may or are required to be given hereunder shall, except as otherwise expressly provided, be in writing and delivered by personal service or sent by United States Registered or Certified Mail, return receipt requested, postage prepaid, or by overnight express delivery, such as Federal Express, to the Parties at the addresses listed below. Any notice given pursuant to this Agreement shall be deemed given when received. Any actions required to be taken hereunder which fall on Saturday, Sunday, or United States legal holidays shall be deemed to be performed timely when taken on the succeeding day thereafter which shall not be a Saturday, Sunday or legal holiday. To the City: With a copy to: To: With copies to: City Manager City of Miami 3500 Pan American Drive Miami, FL 33133 City Attorney Miami Riverside Center 444 S.W. 2nd Ave., 9th Floor Miami, FL 33130 CG Miami River Owner, LLC: Attn: Ari Pearl 2915 Biscayne Boulevard, Ste 300 Miami, FL 33137 Bercow Radell & Fernandez, PA Attn: Melissa Tapanes Llahues, Esq. 200 S Biscayne Boulevard, Ste 850 Miami, FL 33131 8

Any Party to this Agreement may change its notification address(es) by providing written notification to the remaining parties pursuant to the terms and conditions of this section. 23. Multiple Ownership. In the event of multiple ownership subsequent to the approval of the Application, each of the subsequent owners, mortgagees and other successors in interest in and to the Property (or any portion thereof, including condominium unit owners) shall be bound by the terms and provisions of this Agreement as covenants that run with the Property. 24. Common Area Maintenance. The Developer will create prior to the conveyance of any portion of the Property (less than the entire Property), an association or other entity which shall provide for the maintenance of all common areas, private roadways, crosseasements and other amenities common to the Property. This Agreement shall not preclude the owner(s) of the Property from maintaining their own buildings or common areas not common to the Property outside the control of the association. The instrument creating the association or other entity shall be subject to the reasonable approval of the City Attorney. 25. Term of Declaration. The provisions of this Agreement shall become effective upon its recordation in the public records of Miami-Dade County, Florida and shall continue in effect for a period of thirty (30) years after the date of such recordation, after which time it shall be extended automatically for successive periods of ten (10) years, each unless released in writing by the then owners of the Property and the City after a public hearing before the City Commission. If the Property is submitted to condominium ownership, then the association or other entity designated to represent the condominium ownership interests as to the Property, as may be applicable, shall be the proper party or parties to execute any such release for properties in a condominium form of ownership. 26. Modification. In accordance with the Project plans, Exhibit D, the Project will be developed in five (5) Phases. This Agreement may be modified, amended or released as to Phase I, or any portion thereof, by a written instrument executed by the, then, owner(s) of Phase I including joinders of all mortgagees, if any, provided that the same is also approved by the City, after public hearing. Any public hearing application related to Phase I, or any portion thereof, shall only require the consent, acknowledgment and/or joinder of the then owner(s) of Phase I. This Agreement may be modified, amended or released as to Phase II, or any portion thereof, by a written instrument executed by the, then, owner(s) of Phase II, including joinders of all mortgagees, if any, provided that the same is also approved by the City, after public hearing. Any public hearing application related to Phase II, or any portion thereof, shall only require the consent, acknowledgment and/or joinder of the then owner(s) of Phase II. This Agreement may be modified, amended or released as to Phase III, or any portion thereof, by a written instrument executed by the, then, owner(s) of Phase III, including joinders of all mortgagees, if any, provided that the same is also approved by the City, after public hearing. Any public hearing application related to Phase III, or any portion thereof, shall only require the consent, acknowledgment and/or joinder of the then owner(s) of Phase III. This Agreement may be modified, amended or released as to Phase IV, or any portion thereof, by a written instrument executed by the, then, owner(s) of Phase IV, including joinders of all mortgagees, if any, 9

provided that the same is also approved by the City, after public hearing. Any public hearing application related to Phase IV, or any portion thereof, shall only require the consent, acknowledgment and/or joinder of the then owner(s) of Phase IV. This Agreement may be modified, amended or released as to Phase V, or any portion thereof, by a written instrument executed by the, then, owner(s) of Phase V, including joinders of all mortgagees, if any, provided that the same is also approved by the City, after public hearing. Any public hearing application related to Phase V, or any portion thereof, shall only require the consent, acknowledgment and/or joinder of the then owner(s) of Phase V. In the event that there is a recorded homeowners or condominium, association covering any portion of Phases I, II, III, IV, IV, or any portion thereof, said association may (in lieu of the signature or consent of the individual members or owners), on behalf of its members and in accordance with its articles or incorporation and bylaws, consent to any proposed modification, amendment, or release by a written instrument executed by the homeowners or condominium association. Any consent made pursuant to a vote of the homeowners or condominium association shall be evidenced by a written resolution of the homeowners or condominium association and a certification executed by the secretary of the homeowners or condominium association s board of directors affirming that the vote complied with the articles of incorporation and the bylaws of the association. 27. Enforcement. The City, its successor or assigns, and the Developer shall have the right to enforce the provisions of this Agreement. Enforcement shall be by action at law or in equity against any parties or persons violating or attempting to violate any covenants, either to restrain violation or to recover damages or both. The prevailing party in the action or suit shall be entitled to recover, in addition to costs and disbursements allowed by law, such sum as the court may adjudge to be reasonable for the services of its attorney. 28. Authorization to Withhold Permits and Inspections. In the event the Developer is obligated to make payments or improvements under the terms of this Agreement or to take or refrain from taking any other action under this Agreement, and such obligations are not performed as required, in addition to any other remedies available, the City is hereby authorized to withhold any further permits, and refuse any inspections or grant any approvals, for the specific Phase of development the outstanding obligations relate to until such time this Agreement is complied with. 29. Exclusive Venue, Choice of Law, Specific Performance. It is mutually understood and agreed by the parties hereto, that this Agreement shall be governed by the laws of the State of Florida, and any applicable federal law, both as to interpretation and performance, and that any action at law, suit in equity or judicial proceedings for the enforcement of this Agreement or any provision hereof shall be instituted only in the courts of the State of Florida or federal courts and venue for any such actions shall lie exclusively in a court of competent jurisdiction in the County. In addition to any other legal rights, the City and the Developer shall each have the right to specific performance of this Agreement in court. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion or 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. 10

30. Severability. Invalidation of any of these covenant, by judgment of court in any action initiated by a third party, in no way shall affect any of the other provisions of this Agreement, which shall remain in full force and effect. 31. Events of Default. (a) The Developer shall be in default under this Agreement if any of the following events occur and continue beyond the applicable grace period: the Developer fails to perform or breaches any term, covenant, or condition of this 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, then the Developer shall not be in default if it commences to cure such breach within said thirty (30) day period and diligently prosecutes such cure to completion. (b) The City shall be in default under this Agreement if the City fails to perform or breaches any term, covenant, or condition of this Agreement and such failure is not cured within thirty (30) days after receipt of written notice from the Developer specifying the nature of such breach; provided, however, that if such breach cannot reasonably be cured within thirty (30) days, the City shall not be in default if it commences to cure such breach within said thirty (30) day period and diligently prosecutes such cure to completion. (c) It shall not be a default under this Agreement if either party is declared bankrupt by a court of competent jurisdiction. All rights and obligations in this Agreement shall survive such bankruptcy of either party. The Parties hereby forfeit any right to terminate this Agreement upon the bankruptcy of the other party 32. Remedies Upon Default. (a) Neither party may terminate this Agreement upon the default of the other party, but shall have all of the remedies enumerated herein. (b) Upon the occurrence of a default by a party to this Agreement not cured within the applicable grace period, the Developer and the City agree that any party may seek specific performance of this Agreement, and that seeking specific performance shall not waive any right of such party to also seek monetary damages, injunctive relief, or any other relief other than termination of this Agreement. The City hereby acknowledges that any claim for damages under this Agreement is not limited by sovereign immunity or similar limitation of liability. 33. Obligations Surviving Termination Hereof. Notwithstanding and prevailing over any contrary term or provision contained herein, in the event of any lawful termination of this Agreement, the following obligations shall survive such termination and continue in full force and effect until the expiration of a one year term following the earlier of the effective date of such termination or the expiration of the Term: (i) the exclusive venue and choice of law 11

provisions contained herein; (ii) rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement, and (iii) any other term or provision herein which expressly indicates either that it survives the termination or expiration hereof or is or may be applicable or effective beyond the expiration or permitted early termination hereof. 34. Lack of Agency Relationship. Nothing contained herein shall be construed as establishing an agency relationship between the City and the Developer and neither 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. 35. Successor(s), Assigns, and Designees. The covenants and obligations set forth in this Agreement shall extend to the Developer, its successor(s) and/or assigns. Nothing contained herein shall be deemed to be a dedication, conveyance or grant to the public in general nor to any persons or entities except as expressly set forth herein. 36. Third Party Defense. The City and the Developer shall each, at their own cost and expense, vigorously defend any claims, suits or demands brought against them by third parties challenging the Agreement or the Project, or objecting to any aspect thereof, including, without limitation, (i) a consistency challenge pursuant to Section 163.3215, Florida Statutes (2011), (ii) a petition for writ of certiorari, (iv) an action for declaratory judgment, or (iv) any claims for loss, damage, liability, or expense (including reasonable attorneys' fees). The City and the Developer shall promptly give the other written notice of any such action, including those that are pending or threatened, and all responses, filings, and pleadings with respect thereto. 37. No Third-Party Beneficiary. No persons or entities other than the Developer and the City, permitted successors and assigns, shall have any rights whatsoever under this Agreement. Recording. This Agreement shall be recorded in the Public Records of Miami- Dade County, Florida at the Developer s expense and shall inure to the benefit of the City. A copy of the recorded Development Agreement shall be provided to the City Clerk and City Attorney within two weeks of recording. 38. No Conflict of Interest. The Developer agrees to comply with Section 2-612 of the City Code as of the Effective Date, with respect to conflicts of interest. 39. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. NOW, WHEREOF, the City and the Developer have caused this Agreement to be duly executed. [Execution Pages for the City and the Developer Follow] 12

IN WITNESS WHEREOF, these presents have been executed this day of, 2014. CG Miami River Owner, a Florida limited liability corporation By: Name: Title: STATE OF COUNTY OF ) ) SS ) The foregoing instrument was acknowledged before me this day of, 2014 by, of CG Miami River Owner, LLC who is ( ) personally known to me or ( ) produced a valid driver's license as identification. Notary Public: Sign Name: Print Name: My Commission Expires: [NOTARIAL SEAL] 13

Miami River Proposed Public Benefits* Benefit Description Estimate Public Riverwalk Jose Marti Park Greenlink Public Streetscapes Miami Riverside Center Public Open Space at 460 SW 2 Avenue 2.5 Avenue (Miami River Promenade) Public Plazas Trolley Stop Traffic I-95 Overpass and SW 2 Avenue Bridge Bike Lane Developer will construct a connected Riverwalk beginning at SW 2 Avenue Bridge and continuing through Jose Marti Park in compliance with Miami River Greenway Action Plan and the Miami River Corridor Urban Infill Plan. Developer will improve ADA access throughout the Riverwalk where none exists today. Developer will create a pedestrian pathway from the Riverwalk to the intersection of SW 4th Avenue and SW 2 Avenue in order to provide public access through the park to the Riverwalk. Developer will construct a public canoe launch. Developer will renovate bathrooms adjacent to pool. Developer will contribute funding for development of and connection to Greenlink Project. Developer will construct a unified streetscape consisting of cohesive landscaping, hardscaping, and street furniture along SW 7th Street, SW 6th Street, SW 5th Street, and SW 3rd Avenue within the proximity of the SAP area. Developer will improve Miami Riverside Center public open space with landscaping, hardscaping and street furniture (benches, receptacles, bollards) consistent with improvements proposed for the SAP area. Developer will construct a pedestrian and vehicular crossblock passage with a cohesive streetscape that grants public access through the center of the Property, directly to the Miami River and additional public spaces within the Riverwalk promenade. Developer will create public plazas, viewing and access areas along the Miami River, ancillary and adjacent to the Riverwalk promenade. Developer will coordinate with the City of Miami to ensure the siting of a trolley stop on the Property. Developer will improve SW 4th Avenue/I-95 SB off-ramp at the intersection with SW 7th Avenue in coordination with $1,800,000 $975,000 TBD with City of Miami $2,500,000 $450,000 $750,000 $800,000 TBD with City of Miami $1,250,000 FDOT. Developer will introduce up-lighting to improve safety and encourage public access. $100,000 Developer will create bike access along SW 2 Avenue, along the Miami River, and along SW 3rd Avenue between SW 6th Street and the River. *Subject to Miami City Commission approval and permit issuance from all applicable governmental agencies. $300,000