Final Maritime Park

April 17, 2009 COMMITTEE OF THE WHOLE MONDAY, APRIL 20,2009,3:15 P.M. HAGLER MASON CONFERENCE ROOM SECOND FLOOR, CITY HALL

Michael C. Wiggins, Chair Jewel Cannada-Wynn, Vice Chair Maren DeWeese Sam Hall John Jerralds Larry B. Johnson Diane Mack Megan B. Pratt Ronald P. Townsend P. C. Wu

ACTION ITEM:

* 1. Community Maritime Park Development Agreement and SubLease

INFORMATION ITEM: None,

DISCUSSION ITEM: None.

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COMMITTEE:

Committee of the Whole

FROM: DATE: SUBJECT:

Community Maritime Park Development Agreement and Sub-Lease

RECOMMENDATION: That City Council approve the Development Agreement and Sub-Lease between Community Maritime Park Associates, Inc. (CMPA) and Maritime Park Development Partners, LLC (MPDP) for services as the Developer, construction of the Public Improvements, development of the Private Improvements and management of the Public Improvements subject to CMPA's satisfaction of the Conditions Precedent contained in the 2006 Master Development Agreement and Master Lease and MPDP qualifying as a DesigdBuild Contractor under Section 287.055 Florida Statutes. SUMMARY: Under Section 4.03(b) of the 2006 Master Development Agreement, the CMPA must submit to the City for review and approval all project plans and specifications coordinated among project professionals prior to commencement of any work. The means by which the CMPA has elected to fulfill its role as Developer of the Maritime Park is to contract with a private master developer. As a result, the document(s) that the City is required to approve is that Agreement between the CMPA and its chosen developer. Herewith submitted for City Council review and approval is the proposed Agreement between the CMPA and MPDP. Provided the Development Agreement and Sub-Lease are approved by both the CMPA Board and City Council, the documents provide for MPDP to act as Master Developer, General Contractor, Developer of the Private Improvements and Manager of the Public Improvements. For services rendered in each role, MPDP will be compensated under a fee structure either identified in the Agreement or to be specified in subsequent agreements.

Committee of the Whole Subject: Community Maritime Park Development Agreement and Sub-Lease April 20, 2009 Page Two For CMPA to proceed with the project, the City must accept that CMPA has, or likely will, fulfill the Conditions Precedent, specifically: Demonstration of the capability to cause the Development Commitment by Quint Studer to utilize the Conference Center Commitment by Pensacola Pelicans to utilize the multi-use stadium University of West Florida (UWF) commitment of funds for development of the Maritime Museum UWF commitment to use space in the Conference Center Conduct of an Economic Viability and Market Analysis (City) Approval of the project development strategy (City) Obtaining all regulatory approvals Availability of public financing Approval of the Site Preparation Plans (City) Issuance of permits Establishment of a Guaranteed Maximum Price (GMP) for the Public and Private Improvements. Of the Conditions Precedent, the CMPA and City have accomplished all except 1) the CMPA's demonstration that it can cause the Development to occur which will be evidenced by execution of the Development Agreement and Sub-Lease, and 2) establishment of a GMP for the Site Preparation and Public Improvements, which is proposed to be accomplished through MPDP acting as the DesigdBuild Contractor. However, prior to CMPA's execution of the Development Agreement and Sub-Lease, a formal request must be made of the City to accept accomplishment of the Conditions Precedent which in turn establishes the 2006 Master Lease Commencement Date. The Development Agreement also contemplates that MPDP will fulfill its role as General Contractor by means of a DesigdBuild Contract. While MPDP has identified the individual that will act as the Qualifying Agent under State law, that person does not currently hold the required certification. Hence, it is recommended that the Agreement be approved but execution withheld until MPDP qualifies as a DesigdBuild Contractor. Provided all aspects of the Development Agreement proceed as proposed and no unforeseen delays are encountered in the construction of the Site Preparation and Public Improvements, the project is scheduled for completion in May, 201 1.

Committee of the Whole Subject: Community Maritime Park Development Agreement and Sub-Lease April 20, 2009 Page Three PRIOR ACTION:

1/28/2009 City Council Workshop 4/06/2009 City Council Workshop

FUNDING:

Budget: Actual:

$40,000,000 $38,000,000

FINANCIAL IMPACT: The current proposal is for the issuance of a 30-year fixed rate Capital Improvement Revenue Bond to provide $40 million in net proceeds, secured by Tax Increment Financing revenues with a covenant to budget and appropriate non-ad valorem revenues. ATTACHMENTS:

March 10, 2009 Abramson & Associates Summary of 1) Proposed Terms April 6, 2009 Committee Memorandum 2) Proposed Development Agreement and Sub-Lease 3)

STAFF CONTACT: PRESENTATION:

Yes

ITEM 1 2

COMMITTEE MEMORANDUM FOR INFORMATION

COMMITTEE:

Committee of the Whole

FROM: DATE:

April 6, 2

SUBJECT:

Community Maritime Park Development Agreement and Sub-lease

As of 6:00 p.m. Friday, April 3d, the City and MPDP negotiation teams had not been able to resolve various issues to the extent that a mutually acceptable Development Agreement is available. While both teams have worked diligently to resolve points of contention, there remains major and minor issues yet to be addressed. However, as evidenced below, significant progress has been made and there is little doubt that an Agreement will be reached.

SUMMARY: On January 28, 2009, City Council directed City staff to become actively involved in negotiation of the Agreement between Community Maritime Park Associates, Inc. (CMPA) and Maritime Park Development Partners, LLC (MPDP) for development of the Community Maritime Park. The City Council directive was in response to City staff's conclusion that the November 26, 2008 proposed Agreement between CMPA and MPDP was not drafied in the best interests of the City of Pensacola. The staff conclusion was substantiated by a detailed evaluation of the Agreement by the City's consultant, Mr. Barry Abramson. The opinions of City staff and the City's consultant were based upon a review of the "business deal" and not a detailed review of all aspects of the Agreement. While it was acknowledged that an equitable agreement could be reached, a negotiation of the business terms and a substantial rewrite of the Agreement appeared as the only means of reaching a successful conclusion between the parties. Staff and the consultant identified a number of major issues on which there was need for either new or modified understandings. Hence, the first task of Mr. Abramson (City consultant) and Mr. Beitsch (CMPA consultant) was to negotiate the major terms of the Agreement. That task was accomplished and reported on March 10, 2009, by Mr. Abramson in the Summary of Proposed Terms for Master Development Agreement and Lease between Community Maritime Park Associates. Inc. and Maritime Park Development Partners, LLC for Community Maritime Park.

Committee of the Whole Subject: Community Maritime Park Development Agreement and Sub-lease April 6, 2009 Page Two The Summary of Proposed Terms served as the basis for a substantial and substantive redraft of the Agreement. The new Agreement is being developed to address the conclusions, opinions and concerns expressed to City Council on January 28, 2009, in the following manner: If MPDP assumes responsibilities as Developer, General Contractor, and Manager of the Public Improvements, what is thefwure role of the CMPA?

The CMPA remains responsible to the City for completing the Site Improvements, construction of the Public Improvements, sub-leasing of parcels for private development, and operating the completed improvements. The CMPA will fulfill its responsibilities through management of a contractual relationship with MPDP. CMPA will have authority to approve the project's design criteria, approve all contracts, oversee construction of the Public Improvements, assign the Agreement and terminate the services of MPDP. CMPA will, in cooperation with MPDP and the City, negotiate the Design Build Contract, periodically determine rents for lands associated with the Private Improvements and develop the Management Agreement for the Public Improvements.

The Development Fee was not defned. The CMPA will pay MPDP a Development Fee equal to four percent (4%) of the costs actually expended in the Public Improvements Budget except for costs associated with impact fees, the Development Fee, unused contingencies and any costs or functions of the CMPA. The Development Fee does not cover MPDPYs direct costs; but, it is the only source of compensation for their work associated with the "Contractors Academy. "

The Development Fee was front-loaded. In that public financing has not been secured, but to avoid delay in commencing the project, in the interim between execution of the Development Agreement and securing financing, the CMPA will pay MPDP reasonable, actual and verifiable expenses up to a maximum of one hundred thousand dollars ($100,000) per month. After financing is secured, the CMPA will pay MPDP the remainder of the fee in

Committee of the Whole Subject: Community Maritime Park Development Agreement and Sub-lease April 6,2009 Page Three equal monthly payments; however, the payment amounts will be adjusted periodically based on the project schedule so that the last payment is made upon project completion and the total equals 4 % of actual project costs.

Means of CMPA managing wmtruction with MDPD functioning as both Developer and General Contractor The CMPA will retain a Construction Owner's Representative that will be responsible for technical oversight and coordination of the project for CMPA. The Owner's Representative may be either an individual or a firm with the project management expertise and experience required by CMPA to effectively manage the project. Because the Master Development Agreement did not contemplate the Developer and General Contractor being one in the same, funding for an Owner's Representative was not incorporated into anticipated project costs. The Agreement provides for the allocation of $600,000 from the Public Improvements Budget for the Owner's Representative and eligible supporting services. General Contractorpercentage allowancesfor overhead, profitp general wnditions, and contingency were not identiped. The Agreement stipulates the following percentage allowances for the General Contractor which will be further clarified in the Design Build Contract and the Guaranteed Maximum Price (GMP): > Profit and overhead combined shall be 3 % > The maximum amount for contractor's personnel costs allocated to General Conditions (subject to further review) shall be 4% > A maximum performance bond fee under General Conditions of 1% > A contractor controlled contingency of 4 % of hard costs, with expenditure subject to approval by CMPA Optionfor the Developer to advance fun& Not more than thirtyeight million dollars ($38,000,000) in proceeds from public financing will be made available to the Public Improvements Budget. The concept of the Developer advancing funds for the project has been deleted from the Agreement.

Committee of the Whole Subject: Community Maritime Park Development Agreement and Sub-lease April 6,2009 Page Four

Authority to incorporate changes in the Project The Project will be constructed in conformance with the Design Criteria; however, design changes may be agreed upon as market and financial conditions change. Regardless, MPDP must request CMPA authority to make design changes.

MPDP management of the Public Improvemetus Upon execution of a Management Agreement and substantial completion of the Public Improvements, MPDP will have the right to manage the Public Improvements and receive a Management Fee for a period of five (5) years with an option to renew for an additional five (5) years. MPDP shall receive: 3 4% of office and other income from the Public Improvements 3 $20,000 for management of park facilities P 10% of revenues from events and sponsorships However, in the event that net cash flows are negative for any twelve (12) month period for any reason other than an extraordinary event, the Management Agreement may be terminated unless MPDP chooses to make up the difference to maintain the Management Agreement. Qualifications to manage the multi-usefacility vs. a third party

An annual fee for managing the facility which is the lower of 1) a commercially reasonable rate or 2) the actual cost of the Developer, not to exceed $250,000, to hire a third party.

Term of ninety-nine (99)years for all parcels The Agreement is structured to allow the following sub-lease term lengths: 3 Ninety-nine (99) years for any parcel on which a building with a minimum occupiable area of 20% dedicated to residential > Eighty (80) years for any parcel on which the building will be or contain a hotel > Sixty (60) years for all other parcels

Committee of the Whole Subject: Community Maritime Park Development Agreement and Sub-lease April 6, 2009 Page Five

Proposal that land rents be estimated based upon the fair value of the unimproved ProPerty The Agreement employs a land pricing matrix approach to periodically determine rental rates utilizing the following concepts: 3 Land pricing will be set on a buildable square foot basis with a matrix of uses (residential, office, retail, restaurant, hotel, other) 3 For differential uses on waterfront vs. non-waterfront parcels 3 Recognition that the land is improved vs. raw land 3 Emphasis on residual value B Pricing based upon the gross area of the enclosed building that is habitable 3 Application of a dollar-per-square-foot pricing to the square footage attributable to the use component 3 Assumption that parking is available and no costs are attributed to creating parking

Provisions for Termination All aspects of the Agreement can be terminated for cause by the CMPA at any time. > Should public financing not be secured, after execution of the Agreement a payment of $50,000 can terminate the Development Agreement B Should financing not be secured within 24 months or should CMPA desire to terminate the development aspect of the Agreement for convenience, a payment of $250,000 is required 3 Other than for sustained negative cash flow and for cause, the Management Agreement can be terminated if MPDP no longer holds development rights on the property 3 Termination of MPDP's right to sub-lease any remaining undeveloped parcels if the pace of developing 30,000 square feet per year (forty-eight (48) months after Agreement execution) or payment of a penalty of three thousand dollars ($3,000) per acre for the remaining undeveloped parcels. Under Section 4.03(b) of the 2006 Master Development Agreement, the CMPA must submit all site preparation plans and specifications to the City for review and approval prior to commencement of any work. However, per the 2006 Agreement, the City does not have the right to review and approve other contracts and commitments made by the CMPA. The Agreement has been modified in recognition of the City, as the owner of the property, the owner of the Public Improvements and the financer, to allow for review and approval of any amendments to the Development Agreement, the periodic land-pricing determination(s), the Design Build Contract, and the Management Agreement.

Committee of the Whole Subject: Community Maritime Park Development Agreement and Sub-lease April 6,2009 Page Six Finally, in an effort to provide the CMPA with greater project control and achieve more security for both the CMPA and the City, substantive revisions have been made in sections controlling Project Coordination, Development and Management Fees, site preparation, public improvement plans and specifications, public improvements construction, sub-lease of project site, unavoidable delay and change in control. Some of the known issues yet to be resolved are: Whether termination of the Development Agreement ends MPDP's right to develop Private Improvements Whether the Developer is obliged to provide any insurance What is the standard of repair and maintenance (good quality or simply code compliance) What is the standard of condition of the Property upon lease termination or expiration Who receives insurance proceeds representing the value of the improvements in the event of casualty loss Further, neither group has had an opportunity to thoroughly review the document to assure that it is worthy of being recommended for approval. While documents will be exchanged over the weekend and both teams will have reviewed the material by Monday, April 6, I do not believe that the documents will be suitable for City Council action at that time.

However. it is the intent to ~rovidea full briefiie on the status of the Agreement at the Committee of the Whole meeting on Monday, April 6. Hopefully, a detailed briefing by the consultants will allow Council to expedite the process once final documents are in hand.

CITY COUNCIL MEMORANDUM FOR INFORMATION

TO:

Mayor and City Council

FROM:

Alvin G. Co

DATE:

March 11, 2

SUBJECT: Summary of Proposed Terms for Agreements With Maritime Park Development Partners Attached for Council's information is a summary of the proposed tenns for the Development and Lease Agreements between the Community Maritime Park Associates (CMPA) and the Maritime Park Development Partners (MPDP). While the summary provides an overview of the major issues proposed in the business relationship between the CMPA and MPDP, it should not be construed to address all of the understandings that will ultimately be contained in the final Development Agreement. The attached summary is a synopsis of the major deal elements which were the focus of negotiations. On Tuesday, March 10, 2009, the Attorneys for MPDP provided the negotiating team and City staff a "black-lined" copy of the proposed Development Agreement. A detailed review of the document will be undertaken by both consultants (Mr. Abramson and Mr. Beitsch) to assure that all elements of the negotiations have been incorporated. Simultaneously, Mr. David Cardwell (consulting attorney) will conduct a review of the document to assure that the document is in the appropriate legal format. Concurrent with the activities of the City consultants, City staff will review the document to assure that the best interests of the City are being met. While all will endeavor to complete the review as quickly as possible, the significance of the issue warrants suficient time to thoroughly review the document; however, at the latest, City staff anticipates the review will be complete no later than March 31, 2009. Upon completion of the review of the Development Agreement, the final draft will be provided to City Council and City Council can advise as to when the document should come forward for formal consideration if prior to the thirty (30) day review period desired for major documents. Attachment

ABRAMSON& ASSOCIATES, Inc. Real Estate Advisory Services

MEMORANDUM TO:

A1 Coby City Manager, City of Pensacola

FROM:

Barry Abramson

SUBJECT: Summary of Proposed Terms for Master Development Agreement and Lease between Community Maritime Park Associates, Inc. and Maritime Park Development Partners for Community Maritime Park DATE:

March 11,2009

Maritime Park Development Partners (MPDP) proposed a draft development agreement for its acting as master developer for Community Maritime Park in December, 2008. Significant unresolved issues and concerns were noted by City Council, staff, and consultants. At the City Council Workshop on January 23,2009, the City tasked Abramson & Associates, Inc. to work, along with Owen Beitsch of Real Estate Research Consultants, advising his client, Community Maritime Park Associates (CMPA), to negotiate a deal with MPDP that would be reasonable and in the best interests of the City; specifically a deal that would entail all of the four roles MPDP had proposed playing in the project, as long as terms could be the negotiated by which MPDP's playing these roles would be in the City's best interests in comparison with alternate options. After review of supplemental information provided by and negotiations with MPDP, we can report that we believe we have agreement on the major substantive terms for such a deal. While the deal elements which were the focus of negotiation have been reviewed in written form and agreed upon by the parties, a redrafted development agreement has not yet been prepared. MPDP plans to provide a redrafted agreement within the next couple of days. It is hoped that agreement on this will follow shortly thereafter, though careful review and finetuning could extend the time required. We believe that the agreement on major terms warrants the additional time and effort to reach what we hope will be a mutually satisfactory development agreement. At this point, we can state that the following major concerns have been satisfactorily addressed by the agreed upon terms, as summarized in following sections of this transmittal.

113 Chestnut Street 1 Newton, M A 02465 1 tel(617)965-4545 1far:(617) 965-5431 /abrarnsonassoc.com

ROLES OF MPDP AND CMPA AND PROJECT SCOPE AND BUDGET MPDP proposed and terms have been negotiated for it to play all four of the following roles: Development Manager for the Site Preparation Project and Public Improvements (defined herein as Multi-Use Stadium and the Park) General Contractor for the Site Preparation Project and Public Improvements Developer of the private development parcels Manager of the Public Improvements Concerns expressed about the draft development agreement were: The conformance of the draft agreement with the RFQ if MPDP acts as general contractor for the Site Preparation Project and the Public Improvements; The advisability of MPDP playing all four roles and the need for the contractual roles to be clearly defined with provision for termination for unsatisfactory performance; The need for CMPA to employ an additional layer of construction owner's representation if MPDP acts as general contractor; Confirmation of the role of CMPA and the City as solely responsible for approving design changes in the Site Preparation Project and the Public Improvements; The lack of interest in MPDP's providing private financing for the Site Preparation Project and the Public Improvements; Given the difficulty in attracting private development in the near future, the implications for changes to program or phasing; and The continued role of CMPA if MPDP plays all four roles. We believe the negotiated terms satisfactorily address these concerns. It is our understanding that MPDP's playing all of these roles is not inconsistent with the procurements process. We believe that the terms summarized in following sections of this transmittal result in the roles being clearly defined and MPDP's playing all these roles not being in conflict with CMPA's and the City's interests. We have negotiated what we consider to be reasonable payment provisions for termination at CMPA's discretion, as described more fully in the Development Manager section below.

CMPA will need to engage qualified construction owner's representation and related support services to ensure its and the City's interests are adequately protected. Accordingly, we have stipulated that the $38 million budget will have to include allocation for CMPA's construction owner's representation and supporting services (e.g. cost estimation, design review), estimated at $500,000 in addition to the $200,000 for administration already allocated from the Public Financing outside the $38 million budget. We believe that the development fees that have been negotiated with MPDP are reasonable after accounting for the cost of CMPA owner's representation. Additionally, we have stipulated that the $38 million budget will include an allocation for an owner held contingency preliminarily set at 4% to protect CMPA and the City against costs that may arise from unforeseen conditions or change orders. The budget for the Site Preparation Project and Phase 1 Public Improvements financed by the Public Financing shall be a minimum of $38 million and no more than $38 million shall come from bond or bridge financing from the CityICRA. No private financing will be allowed. The program of Public Improvements that can be constructed with the remainder of the $38 million budget (or a larger budget, if net additional public funds from sources other than the City can be obtained for the project), will be the subject of preliminary design, estimation, value engineering, and programming efforts, which shall constitute a major element of MPDPYsinitial work. Based on the budget submitted by MPDP as Exhibit F of its draft development agreement in December, it would appear that approximately the same program of Phase I Public Improvements could be estimated to be constructed, with the above allocations for owner contingency and owner's representation and related services offset by decreased construction fees and reimbursable expenses that have been negotiated. Should the available public funds be estimated to be inadequate to support a desired program, phasing or other strategies would be considered. CMPA, along with the City and their professional advisors, will have an important ongoing role in promoting the public's interests in the project. This will include review and authorization of all programmatic and design changes in the Site Preparation Project and the Public Improvements proposed by MPDP, which approval shall rest solely with the CMPA and the City. Approval of private development in a manner consistent with the design criteria, in addition to numerous other responsibilities essential to the realization of full public benefit for the project are vital, as more fully addressed in the last section of this transmittal.

DEVELOPMENT MANAGER FOR SITE PREPARATION AND PUBLIC IMPROVEMENT PROJECTS Concerns expressed about the draft development agreement relative to this role were that: The development fee should be reasonable for the services provided; and The development fee should be specifically established in the agreement. We believe the negotiated terms satisfactorily address these concerns as follows:

Development Fee The fee for MPDP serving in its capacity as development manager is set at 4.0% of specified hard and soft costs. This fee includes MPDP's setting up and operating the Contractor Academy and MPDP is absorbing a considerable amount of the effort, general expenses, and proposal and other third party expenses above a maximum invested prior to the execution of the development agreement. Based on these considerations and the effort anticipated to fulfill this role, we consider this to be fair fee. Payment Schedule Front loading of fees has been largely eliminated, but the agreement does recognize risk prior to financing, considerable work in early stage, mobilization costs, and demobilization upon termination, at terms considered to be reasonable For an initial period commencing upon execution of the development agreement until closing of the public financing, MPDP shall be paid up to $1 00,000 per month for professional and general expenses incurred during that period. Thereafter, the remainder of the fee shall be paid on a pro rata basis over the life of the Site Preparation and Public Improvement project. Reasonable payment provisions for termination without cause - $50,000 if the Public Financing does not close within 24 months of termination and $250,000 if it does, would provide some compensation for effort and value added prior to execution of the development agreement, mobilization, and demobilization.

Third Party Costs Third party costs for substantive work contributing to the project incurred by MPDP prior to execution of the development agreement shall be reimbursable up to a maximum amount of $150,000. Other third party costs incurred by MPDP prior to the execution of the development agreement for substantive work and for proposal/marketing shall not be

reimbursable, their compensation coming only from the development fee. Approved third party expenses incurred after execution of the development agreement shall be reimbursable. All third party cost reimbursements shall be subject to CMPA review, approval, and audit. Deposit In recognition of the considerable pre-execution and early stage investment of effort and cost, a portion of which will not be recouped by initial development fee, no good faith deposit will be required. Key Man Bruce Cutright, who was identified in the proposal as project manager and whose specialized expertise was considered a major asset of the team, has been specified as a key man and a minimum level for his involvement throughout the project required.

GENERAL CONTRACTOR FOR SITE PREPARATION AND PUBLIC IMPROVEMENT PROJECTS Concerns expressed about the draft development agreement relative to this role were: That compensation for overhead, profit, and general conditions, and contingency and cost savings provisions be specified in the agreement and reasonable in the context of the construction marketplace. MPDP's role as general contractor shall be subject to negotiation of a design-build contract(s) and GMP contracts. CMPA, using qualified construction representation, will ensure in the negotiation of these contracts that any reasonable concerns about staffing, organization, financial capacity at risk, and financial and other arrangements are adequately addressed to provide confidence that MPDP will be a high quality and cost-effective contractor. At this point, the terms negotiated in the development agreement are confined to setting terms for major compensation and financial elements and setting a framework for moving forward. We believe that the negotiated terms satisfactorily address the major issues that can be resolved at this stage; the subsequent effort in the design-build and GMP contracting stages will be essential to ensuring that this element is satisfactory. Profit and Overhead Profit and overhead combined shall be 3.0%, which is considered to be in range that is competitive in the current construction industry.

Total general conditions are to be capped in the design-build contract and specific elements such personnel costs and the payment and performance bond fee have been capped in the development agreement. Personnel costs for preconstruction services will not be reimbursable except: that these services can be billed within the pre-financing development fee (though not increasing the total amount of the total fee); and as reasonably allocable to any portion of the work for which MPDP is awarded a GMP contract. Contingency General Contractor held contingency shall be 4.0%, under the condition that an owner held contingency in the same amount shall be allocated to CMPA, subject to adjustment in light of designlengineering, budget considerations that can be better assessed as the design process proceeds. Cost Savings 100% of all cost savings shall be returned to CMPA for use in the project. Qualifications Marc White, who would head the construction group within MPDP, will be a key man and appropriate staff and organizational structure will be assembled to capably fulfill the role of general contractor. Warranty Guaranty MPDP member(s) must guaranty, insure, or otherwise set aside funds for some period of time after completion of Public lmprovements to cover warranty risk. Specifics shall be negotiated in the design-build contract. Payment and Performance Bond The payment and performance bond must be issued by a surety company with an A rated Best rating. No later than the latter of three months after execution of the development agreement or two months after the closing on the public financing, MPDP shall provide CMPA with a letter of intent with an authorization by an attorney in fact attached from a surety company with an A rated Best rating that the company would provide MPDP with a payment and performance bond for the type and scale construction project(s) contemplated in the development agreement.

MANAGER OF THE PUBLIC IMPROVEMENTS Concerns expressed about the draft development agreement relative to this role related to: MPDP's qualifications; The rationale for its management of the multi-use park if a third party manager would be engaged for that role; The term for which it makes sense to commit to a management agreement; Performance standards for renewals beyond a five year term; The reasonableness of fees; and Concern about CMPA operating shortfalls We believe that, while MPDP lacks experience in managing these type of facilities, the financial motivation of maximizing the attractiveness of its private development land should result in its enlisting the appropriate expertise and managing the improvements in a manner that will benefit all parties.

Term We also see good reason for MPDP's having the ability to manage the facilities over a relatively long period to ensure maximization of its development rights, as long as it is doing a capable job and CMPA is not operating in the red. Concerns about the length of the management commitment and the possibility of CMPA experiencing operating shortfalls have been addressed by provisions for termination in the event of sustained negative cash flow and renewal subject to MPDP having evidenced an ability to manage within budget. Specifically, the agreement calls for an initial five year term with one five year renewal which shall be exercised at MPDP's discretion unless the actual approved expenses for either of the last two years of the initial term for which full financial information is available exceeded by 20% or more the budgeted expenses for those years for any reason, in the absence of an extraordinary event or without the direct interference of CMPA. CMPA can terminate the management agreement with 90 days notice at any time during the initial or renewal term if CMPA net operating cash flow is negative for any 12 month period (except to the extent due to an extraordinary event or direct interference of CMPA), unless MPDP chooses to make up the difference to maintain the agreement.

Fees We believe the fees that have been negotiated are in a format and at a level that are reasonable for the type of services provided and safeguard against excessive third party management fees. Specific fee provisions are as follows: The multi-use stadium management fee shall be at a commercially reasonable rate for such services and shall be subject to audit and, if provided by a third party manager, shall be passed through at cost, but in no event shall it exceed either $250,000 or a commercially reasonable rate. $20,000 per year flat fee for public arealpark management, increasing at CPI. The structure of this portion of the fee is considered appropriate as it is essentially paying for a non-revenue producing element of the project. 10% of revenues from events, facility rentals, sponsorship up to $1 million of combined revenues, then 5% after that. This is considered an appropriate incentive fee with the lower percentage applying above a threshold keeping it from getting excessive while still incenting and rewarding performance. 4% of office or other income from Public Improvements (exclusive of the multi-use facility) which it manages. This would be an appropriate fee that would be payable to any third party property manager for office, conference center, or other uses. Termination In addition to termination for sustained negative cash flow, termination of the management agreement may result from termination for cause under the development agreement or, at CMPAYsdiscretion, after MPDP no longer holds development rights or owns property in the project. Other terms relating to management shall be specified in a separate management agreement following execution of the development agreement.

DEVELOPER OF PRIVATE DEVELOPMENT PARCELS Concerns expressed about the draft development agreement relative to this role were: Setting land pricing and lease terms applying over a long time horizon starting in a down part of the cycle that will allow development in the near term while not underpricing land as the market improves and will help maximize desired development; The appropriateness of the term (length) of leases; Holding MPDP to a schedule to maintain its development rights while allowing reasonable flexibility for market conditions Ensuring development in a form and promoting a mix of uses conducive to the intent of the design criteria. We believe the negotiated terms accomplish these objectives. Land Take-Down Form Land shall be leased on a parcel by parcel basis as construction of individual buildings are to be undertaken. Land Pricing Given the expectation that substantial private development by MPDP is not imminent due to the depressed state of the real estate market and that estimating reasonable land pricing over a long term is problematic, the lease rates for the private land are to be set and periodically reset using a future land pricing approach, as opposed to fixing pricing at this time. A fair approach for periodically setting land pricing has been agreed upon. The land pricing

determined by this approach (for the initial and subsequent price setting periods) would be applicable to any private land that would be leased on a parcel by parcel basis for development on which substantial construction commences within 30 months of the pricing determination. The land pricing would be set for a matrix of potential uses (e.g. residential, office, retail, restaurant, hotel, at waterfront versus non-waterfront locations) on a per buildable square foot basis. The land pricing for a particular building would be determined based on applying the per square foot pricing to the square footages attributed to the use components.

The process, while allowing the opportunity for negotiation, would not require it. The process would be initiated by MPDP which would propose land pricing for the matrix of uses and provide analyses supporting the proposed land pricing. CMPA and its advisor would review MPDP's submittal, prepare its own estimates, and either agree or turn the determination over to a mutually agreeable third party expert. The land pricing would be converted to lease rates per buildable square foot at a percentage of capital land price. For the initial 30 month period this percentage would equal a weighted average based on 6.0% for residential building square footage and 7.0% for nonresidential square footage, with the difference in the percentages reflecting both market return rates and providing an incentive for inclusion of residential use in the project which is considered important to fulfilling the vision for the project. For developments undertaken during this initial 30 month period, lease payments would escalate annually at 2.0%. For parcels developed in later periods, the lease rate percentage would be determined at the time of the subsequent land price setting(s) based on an overall real estate return rate, as reported in a specified national real estate investment survey, with residential receiving a lower rate than nonresidential; and the annual escalation rate being fixed at the CPI rate at that time less 1.0%. For example, if the land pricing determination for residential use is determined to be $1 0 per buildable square foot and the land pricing for a nonresidential use is determined to be $20 per buildable square foot, then if the development were to start substantial construction within the 30 month period of the initial price setting, and if the building to be constructed on the parcel included a total of 20,000 square feet of gross building area, with 10,000 square feet attributable to each of the two use components, then the first year lease payment would be $19,500, based on the following calculations: land price on a capitalized basis at $300,000 ($10 x 10,000 square feet plus $20 x 10,000 square feet); conversion to initial lease year lease rate at 6.5% (50% nonresidential @ 7.0% and 50% residential @ 6.0%). The second year lease payment would be $19,890 ($19,500 x 102%). The lease payment would be subject to adjustment as follows. To the extent the development for that parcel incorporates structured parking, the pricing for that parcel would be adjusted to reflect the additional cost of such parking beyond what was assumed in the pricing determination after subtracting from that amount the value of any public financing provided to the development project on that parcel. Any such adjustment could not reduce land lease payments for other parcels without the authorization of CMPA. The determination of the

increment of cost attributable to structured parking would require MPDP to present a proposed adjustment with relevant construction and development analyses to CMPA for its review with a process for determination as specified above for the pricing matrix. The rationale for the parking cost adjustment provision is that it would promote an enhanced build-out of the site, which will maximize both activity and TIF revenues (which should offset lease revenues that might be foregone due to such adjustment). Each party will pay for its own costs in the process and share equally the costs of the third party expert, if required. Lease Term Any parcel required for construction of a building in which a minimum of 20% of enclosed finished area occupiable by tenantslend users (excluding parking) is allocated to residential use shall be leased for a term of 99 years. Any parcel required for construction of a building which will be or include a hotel shall be leased for a term of 80 years (unless such building also meets the residential threshold, in which case the lease will be 99 years). Any parcel not meeting either of the above conditions shall be leased for a term of 60 years. The rationale for the different terms is as follows. Residential, which may be developed as condominiums or later converted to condominiums, would require a 99 year term to be marketable on a for-sale basis. Additionally, this long lease term is an additional incentive to promote inclusion of residential use in the project. The relatively long lease term for hotel is provided in recognition that this use would be an important contributor to the activation of the project and support other uses such as the conference center, but attracting a hotel and making a feasible deal could be challenging, warranting the benefit of the longer lease term.

While a 60 year lease term is considered to be at the lower end of the range that is viable for substantial development, we consider this term to be most viable for commercial office or retail development. Timing of Land Lease Payments for Developed Parcels Lease payments would commence upon the earlier of substantial completion or 24 months after commencement of construction. This timing, matching the payment of land lease payments to when the project starts earning revenues, is reasonable and common in publicprivate land leases. Development Pace to Maintain Lease Rights to Undeveloped Land Subject to the provisions in the following paragraphs, starting at 30 months following the execution of the development agreement, MPDP (or its sub-lessee(s)) would be expected to commence construction on a pace that would result in an annual average of 30,000 square feet of private development (defined as privately financed development, including uses such as office, residential, retail, restaurant, hotel, but excluding conference center (unless developed with private financing), UWF facilities, or other non-privately financed uses)).

MPDP shall maintain a development pace as follows to avoid penalty and maintain its development rights: Substantial construction on a first building of no less than 30,000 square feet GBA of private development is commenced within 30 months following the development agreement and substantially completed within 48 months of the development agreement. The above pace and provisions would apply to each subsequent year (e.g. commencement of construction on a second building of not less that 30,000 square feet no later than 42 months following the development agreement and completion no later than 60 months following the development agreement), except that private development shall be considered cumulatively, i.e. a 60,000 square foot building in the first period would automatically satisfy the obligation relative to the second period. Should a building be developed by any party containing space for the Studer Group, the portion of the gross building area allocable to Studer's occupancy would not count toward MPDP's obligations under the development pace provisions, but the remaining additional gross building area allocated to private development (as defined previously in this section) would count toward that obligation. The rationale for this is that even if MPDP doesn't

develop this building, development is proceeding on the site and space other than that occupied by Studer would be "using up" some of the market for development that might otherwise be available to MPDP during that time frame. The above time periods could be extended for up to 12 months in the event a condition of economic distress prevails at the time the construction start-triggered penalty provision is scheduled to apply. A condition of economic distress can be automatically considered to apply if, at the time MPDP proposes to exercise this right, it can present evidence of distress in the housing and office markets based on published benchmarks specified in the agreement. If MPDP exercises its right to an extension for condition of economic distress, it must subsequently construct a minimum of 30,000 square feet of additional private development, in order to exercise that provision a second time. In no event, shall there be more than a total of two extensions for a condition of economic distress. Failure to maintain the above-specified pace of development, as may be extended by the condition of economic distress provision, would result in the following: MPDP would be able to maintain its lease rights for an additional 12 month period by paying $3,000 per month per acre for any undeveloped parcels until such time as it is in conformance with the development pace schedule if within that 12 month period. Such payments would not be refundable or credited toward the later lease payments. Termination If MPDP is not in conformance at the end of the above 12 month period, CMPA would have the right to terminate MPDP's rights to lease any of the remaining private land.

Additionally, CMPA may also terminate MPDP's rights to lease private land on which it has not yet commenced substantial construction subject to the provisions for termination for cause under the development and lease agreements. Consistency with Intent of Design Criteria It is the clear intent of the design criteria to encourage a vibrant mix of uses and design compatible with promoting a vibrant, pedestrian friendly, seven day a weekhound the clock, mixed-use environment. While we believe that CMPA's approval rights for design of buildings would provide it standing to promote these intents, we felt it to be important to explicitly secure the following provisions as to use and design:

Ground floor space facing streets that are planned to encourage pedestrian activity shall be designed and constructed in such a manner as to accommodate viable street-oriented retail or restaurant use by means of shop window frontages, entries directly accessing the street, and the like. The tenanting of such space for retail or restaurant use may or may not be viable, and especially problematic in early stages, but designing the space as specified above would maximize the potential that, even if not initially viable, such use could eventually occupy these spaces; and, for the time and to the extent such tenanting is not viable, at least other uses, such as professional or service firms, that could be attracted to public-oriented space, would likely occupy the space and contribute to an active, public-oriented pedestrian experience. Additionally, MPDP will acknowledge the importance of including rebillrestaurant, upper floor residential, and hotel uses in the project and will include such uses as makes sense for it to do so in the context of market, financial, and development realities. This is not a hard requirement, which would be impractical, but, in addition to the other incentives mentioned previously in this section, we feel it is a meaningful statement of shared vision and intent. Studer Building It is understood that the Studer Group will have an option for a limited time to lease directly from CMPA land upon which it may construct its office building. CMPA will use "best efforts" to co-ordinate with MPDP in the selection of the site and its integration into the overall project. As possible, MPDP, CMPA, and Studer shall try to agree on mutually acceptable locations andlor parameters for siting such a building and specification of such siting in the development agreement. So as not to unduly impinge on the project or MPDP's development rights, the agreements between CMPA and Studer should require the Studer building be designed in conformance with the design criteria with a maximum footprint of 20,000 square feet and that a fair arrangement be reached for it sharing in its responsibility for parking. Subordination The leased fee interest for private development parcels shall in no way be subordinated to any financing.

Assignment MPDP's assignment rights for a sub-lease, which would be activated by its starting construction, would be strong, basically allowing it to assign its leasehold position essentially to any legitimate, law-abiding buyer. MPDP's rights to parcels not yet taken down would be subject to CMPA approval versus at MPDP's discretion.

ROLES AND ACTIONS REQUIRED OF CMPA AND THE CITY The project and agreement entail many interrelated elements and cover a long period of time. Over that time, there will be approvals and other actions required of CMPA and the City, and their understanding of the framework and aspects of the project and agreement and their execution of their responsibilities will be critical to how well the project realizes their programmatic, policy, and financial objectives. Over this long time frame, CMPA Board members and City staff overseeing the project may turn over, resulting in a loss of institutional memory of the framework and interrelationships for the agreement. These issues are found in many long-term public-private deals. Given these issues, successfully implementing the following guidelines are imperative to CMPA and the City achieving maximum realization of their objectives. All actions that CMPA is responsible for which impact any of the City's interests in the project should be engaged only with the active review and approval of the City. CMPA should engage a highly experienced construction owner's representative to participate in negotiating the design-build agreement and then to approve and oversee MPDP's desigdengineering and construction general contracts for the project and its components. The owner's representative, be it an individual(s) hired as staff or a firm specializing in this field, should have extensive experience in construction and in the representation of owner's interests in such situations. This expertise should be engaged as soon as possible, with the goal of having it on hand at the time the development agreement is executed, or as soon thereafter as possible, so as to be available as MPDP is ready to negotiate the design-build contract, initiate design and preconstruction services.

= To the extent engagement of this expertise is subject to a procurement process of any length, indicating delay in bringing this service on board until significantly after the execution of the development agreement, if it is possible to engage such expertise on a more limited basis for the short term, that would be preferable to not having the support of such expertise at all; however, it is emphasized that the best option is to have the party that will act as owner's rep over the long term involved in the designbuild negotiation and oversight of the early stage effort. The same recommendation applies for engaging an attorney experienced in negotiating design-build and construction agreements and professionals with expertise in urban design, architecture, and mixed-use development to advise CMPA and City on the merits of refinements to design and programming which MPDP may propose. Administrative staff should be determined with a view toward long term involvement and complementing the construction owner's representation function. CMPA and the City should advocate adherence to the design criteria and principals embedded in them for creating a vibrant, pedestrian friendly, seven day a weeWround the clock, mixed-use environment, while being flexible to amend aspects of the criteria and project as may be warranted to recognize practical considerations as long as the essence of the criteria's intent is maintained. CMPA's owner's representation, supported by cost estimation services, should closely monitor the preconstruction phase and proposed GMP contract(s) to ensure issues implying risk, cost, quality, or delay are adequately addressed and competitive, market-reasonable pricing is attained, and then diligently represent CMPA and City interests throughout construction. CMPA and City should be aware that appropriate land pricing may change significantly from one land price setting period to the next and should enlist capable professional support with expertise in developmental land economics to represent their interests in the price setting process.

DEVELOPMENT AGREEMENT (Community Maritime Park Project) between COMMUNITY MARITIME PARK ASSOCIATES, INC. and MARITIME PARK DEVELOPMENT PARTNERS, LLC

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TABLE OF CONTENTS ARTICLE I. DEFINITIONS Section 1.01 Definitions Section 1.02 Use of Words and Phrases Section 1.03 Florida Statutes

ARTICLE II. PURPOSE AND INTENT; SCOPE AND COMPENSATION Section 2.01 Purpose and Intent of this Agreement Section 2.02 Cooperation of the Parties Section 2.03 Authorized Representative Section 2.04 Project Coordination Section 2.05 Operating Responsibility, Funding, and Revenues. Section 2.06 Development and Management Fees Section 2.07 Public Records

ARTICLE Ill. PROJECT SCHEDULE Section 3.01 Project Schedule

ARTICLE IV. SlTE PREPARATION PROJECT AND PUBLIC IMPROVEMENTS Section 4.01 Permits Section 4.02 Construction Section 4.03 Site Preparation Project Plans and Specifications Section 4.04 Construction of the Site Preparation Project by Entity(ies) Not Affiliated with the Developer Section 4.05 Site Preparation Project Completion Certificate Section 4.06 Public lmprovements Plans and Specifications Section 4.07 Construction of the Public lmprovements by Entity(ies) Not Affiliated with the Developer Section 4.08 Construction by Entity(ies) Affiliated with the Developer Section 4.09 City Not in Privity with Contractors Section 4.10 Payment of Contractors and Suppliers

ARTICLE V. SlTE PREPARATION PROJECT AND PUBLIC IMPROVEMENTS BUDGET AND FINANCING Section 5.01 Budget Section 5.02 Public lmprovements Financing Section 5.03 Developer-Identified Sources of Financing Section 5.04 Payment of Public lmprovements Costs Section 5.05 Reporting and Auditing

ARTICLE VI. SUB-LEASE OF PROJECT SlTE Section 6.01 Sub-Lease Section 6.02 Parcels Section 6.03 Notice of Intention to Sub-sublease Section 6.04 The Developer's Right of Access to the Project Site Section 6.05 Signs

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1 2 3

ARTICLE VII. INSURANCE Section 7.01 Insurance Requirements Generally Section 7.02 Insurance During Construction of the Project Section 7.03 Waiver of Subrogation Requirement Section 7.04 Insurance After Completion of Construction Section 7.05 Insurance Exclusive of Indemnity

4 5 6 7 8

ARTICLE VIII. INDEMNIFICATION Section 8.01 lndemnification by the Developer Section 8.02 lndemnification by CMPA Section 8.03 Limitation of lndemnification Section 8.04 Limitation of Liability

ARTICLE IX. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEVELOPER Section 9.01 Representations and Warranties Section 9.02 Covenants

ARTICLE X. REPRESENTATIONS, WARRANTIES AND COVENANTS OF CMPA Section 10.01 Representations and Warranties Section 10.02 Covenants

ARTICLE XI. CONDITIONS PRECEDENT Section 11.01 Construction of Site Preparation Project Section 11.02 Responsibilities of the Parties for Conditions Precedent Section 11.03 Certification of Satisfaction of Waiver

ARTICLE XII. DEFAULT; TERMINATION Section 12.01 Default by the Developer Section 12.02 Default by CMPA Section 12.03 Obligations, Rights and Remedies Cumulative Section 12.04 Non-Action on Failure to Observe Provisions of this Agreement Section 12.05 Termination Section 12.06 Termination Certificate

ARTICLE XIII. RIGHT TO CONTEST Section 13.01 Right to Contest Section 13.02 Conditions

ARTICLE XIV. DISPUTE RESOLUTION ARTICLE XV. UNAVOIDABLE DELAY Section 15.01 Unavoidable Delay

ARTICLE XVI.

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RESTRICTIONS ON USE Section 16.01 Project

ARTICLE XVII. FIRE OR OTHER CASUALTY; CONDEMNATION Section 17.01 Loss or Damage to Project Section 17.02 Partial Loss or Damage to Project. Section 17.03 Project Insurance Proceeds Section 17.04 Notice of Loss or Damage to Project

ARTICLE XVIII. MISCELLANEOUS Section 18.01 Assignments Section 18.02 Successors and Assigns Section 18.03 Notices Section 18.04 Severability Section 18.05 Applicable Law and Construction Section 18.06 Venue; Submission to Jurisdiction Section 18.07 Agreement Not a Chapter 86- 191, Laws of Florida, Development Agreement Section 18.08 Complete Agreement; Amendments Section 18.09 Captions Section 18.10 Holidays Section 18.11 Exhibits Section 18.12 No Brokers Section 18.13 Recording of Development Agreement Section 18.14 No General Obligation Section 18.15 Technical Amendments; Changes Section 18.16 Term; Expiration Certificate Section 18.17 Change in Control Section 18.18 Approvals Not Unreasonably Withheld Section 18.19 Time Is of the Essence Section 18.20 Effective Date

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LIST OF EXHIBITS EXHIBIT

DESCRIPTION

A

Project Site

B

Parcel Plan

C

Developer's Project Professionals

D

Project Schedule

E

Site Preparation Project Completion Certificate

F

Public Improvements Budget

G

Form of Sub-Lease

H

Agreement Termination Certificate

I

Agreement Expiration Certificate

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DEVELOPMENT AGREEMENT (Community Maritime Park Project) This Development Agreement (the "Agreement") is made as of the Effective Date described in Section 18.20 below by and between COMMUNITY MARITIME PARK ASSOCIATES, INC., a Florida not for profit corporation ("CMPA), and MARITIME PARK DEVELOPMENT PARTNERS, LLC, a Florida limited liability company ("the Developer"). RECITALS CMPA and the City of Pensacola, Florida (the "City"), are parties to two agreements dated March 27, 2006 - the Master Development Agreement (Community Maritime Park Project) and the Master Lease (Community Maritime Park) - which set forth CMPA's and the City's respective duties and responsibilities pertaining to the development of real property for a project known and referred to as the Community Maritime Park or the Project (as hereinafter defined). To provide for the successful development of the Project, the City also has entered into an interlocal agreement with the Community Redevelopment Agency of the City of Pensacola, Florida, a body politic and corporate created pursuant to Part Ill, Chapter 163, Florida Statutes (the "CRA), dated March 27, 2006 (the "Interlocal Agreement"), which provides for the payment by the CRA to the City of certain funds on deposit in the CRA's Redevelopment Trust Fund for the purpose of paying debt service on the Bonds (as hereinafter defined). With the City's approval, CMPA conducted a two-stage competitive procurement (RFQ No. 200702 and RFP No. 2007-03) to select a developer to act as CMPA's primary agent in implementing CMPA's vision of the Project, which culminated on August 22, 2008, with the trustees of CMPA voting to negotiate this Agreement with the Developer. CMPA and the Developer have entered into and concluded negotiations, which have resulted in this Agreement. At a duly called public meeting on April , 2009, the City Council approved this Agreement and authorized its execution by the appropriate officials of CMPA. The trustees of CMPA have approved this Agreement and have authorized certain individuals to execute this Agreement on behalf of CMPA. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereby agree as follows: ARTICLE I. DEFINITIONS.

Section 1.01 Definitions. The terms defined in this Article 1 shall have the following meanings, except as herein otherwise expressly provided: "Act" means the Constitution of the State of Florida; Section 163.01, Florida Statutes; (1) Part Ill, Chapter 163, Florida Statutes; Chapter 166, Florida Statutes, the Charter of the City; other applicable provisions of law; and ordinances and resolutions of the City implementing them. "Affiliate" means, with respect to a Person, a Person that directly or indirectly, through (2) one or more intermediaries, Controls, is Controlled by, or is under common Control with the Person in question and any officer, director or manager of any such Person that is not an individual.

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"Agency" or "CRA means the Community Redevelopment Agency of the City of (3) Pensacola, Florida, a body politic and corporate created by the City pursuant to Part Ill, Chapter 163, Florida Statutes. (4) "Agreement" means this Development Agreement, including any Exhibits, and any amendments hereto or thereto. "Agreement Expiration Certificate" means the instrument executed by the parties hereto (5) as provided in Section 18.16 hereof certifying that all obligations of the parties hereto have been satisfied and this Agreement has expired in accordance with its terms, the form of which is attached hereto as Exhibit "I". "Agreement Termination Certificate" means the instrument executed by the parties hereto (6) as provided in Section 12.06 hereof, stating that this Agreement has been terminated prior to its Expiration Date as provided in Section 12.05 hereof, the form of which is attached hereto as Exhibit "H". "Area" means the area located within the corporate limits of the City having conditions of (7) slum and blight (as those conditions are defined in the Redevelopment Act) and for which the Trust Fund was created. (8) "Authorized Representative" means the individual or individuals designated and appointed from time to time as such by CMPA or the Developer, respectively, pursuant to Section 2.03 hereof. "Bonds" means that part of the Public Financing consisting of the revenue bonds or other (9) Obligations to be issued or committed to by the City to pay the Public lmprovements Costs in a net amount not to exceed $40 million and secured by payments made by the CRA to the City pursuant to the Interlocal Agreement. "City" means the City of Pensacola, Florida, a Florida municipal corporation, and any (10) successors or assigns thereto. "City Council" means the governing body of the City, by whatever name known or (11) however constituted from time to time. (12) "CMPA means Community Maritime Park Associates, Inc., a Florida non-profit corporation, and any successors and assigns thereof. "Commencement Date" means the date on which the Developer commences or causes a (13) Contractor to commence construction of the Site Preparation Project or the Public Improvements, that is, to begin meaningful physical development as authorized by Project permits, which is continued and diligently prosecuted toward and with the objective of completion. "Community Multi-Use Facility" means that component of the Public Improvements (14) consisting of a structure that can be used for various public events, including professional or amateur sports, concerts, and other community events. "Conference Center" means that component of the Project consisting of a venue in which (15) conferences, seminars, meetings and other similar-type events can be held, which may be part of the Public lmprovements or the Private Improvements, as determined in light of market conditions and Project economics. "Construction Fund" means the special fund known as the Community Maritime Park (16) Construction Fund established to facilitate the payment of the costs of the Site Preparation Project Costs and the Public lmprovements Costs as provided in Section 5.04 hereof.

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"Contractor" means one or more individuals or firms constituting a general contractor or (17) other type of construction contractor, including subcontractors, properly licensed by the State of Florida or other appropriate jurisdiction to the extent required by applicable law, authorized to perform construction contractor services in the State of Florida, registered with the City as required by applicable law, and bonded and insured to the extent required by applicable law and this Agreement. "Control" means either the power to direct the management of a Person or fifty percent (18) (50%) or more ownership interest in such Person. (19)

"CRA means the Community RedevelopmentAgency of the City of Pensacola.

"Design-Build Contractor" means a Person qualified as a design-build firm for purposes of (20) the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes. (21)

"Design Criteria" means the design criteria approved by CMPA on November 28, 2007.

"Developer" means Maritime Park Development Partners, LLC, a Florida limited liability (22) company, and any Person duly authorized by the Developer to act on behalf of the Developer in connection with the Project, successors and assigns thereof as the context requires and as contemplated by this Agreement. "Development Fee" means the amount CMPA will pay the Developer as provided in (23) Subsection 2.06(a) hereof. (24)

"Effective Date" means the date specified in Section 18.20 hereof.

"Exhibits" means those agreements, diagrams, drawings, specifications, instruments, (25) forms of instruments, and other documents attached hereto and designated as exhibits to, and incorporated in and made a part of, this Agreement. "Expiration Date" means the date on which this Agreement expires, as evidenced by the (26) Agreement Expiration Certificate being recorded in the public records of Escambia County, Florida, as provided in Section 18.16 hereof. (27) "Financing Documents" means the ordinance, resolution or other documents duly adopted by the City, the CRA, and/or CMPA, as well as any indenture of trust, trust agreement, interlocal agreement or other document relating to the issuance or security of the Bonds. "Hotel Project" means that component of the Private Improvements that may consist of (28) the design, development, construction, completion and operation of those buildings, structures, facilities and other improvements to be constructed and installed on a Parcel to be used as a hotel and uses appurtenant thereto. "Interlocal Agreement" means the interlocal agreement between the City and the CRA, (29) dated March 27, 2006, entered into pursuant to Sections 163.01 and 163.400, Florida Statutes, which establishes certain duties and responsibilities of each party thereto pertaining to the Project and the implementation of this Agreement, including payment of funds from the Trust Fund to the City for payment on the Public Financing. "Management Fee" means the amount CMPA will pay the Developer as provided in (30) Subsection 2.06(b) hereof. "Maritime Museum Lease" means the sub-lease between CMPA and the University of (31) West Florida for the Maritime Museum Site and the use, operation and management of such site and the structure(s) thereon as a maritime museum and uses appurtenant and complementary thereto, including classrooms, offices, associated food service, and a museum store.

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(32) "Maritime Museum Project"' means the design, development, construction, and completion of those buildings, structures, facilities, and other improvements to be constructed and installed on the Maritime Museum Site, as provided in the Maritime Museum Lease. "Maritime Museum Project Financing" means the funds provided by the University of (33) West Florida, including fundraising, to pay the costs of the design, development, equipping and construction of the Maritime Museum Project. "Maritime Museum Site" means the Parcel(s) on which the Maritime Museum Project will (34) be constructed and located. "Master Development Agreement (2006)" means the Master Development Agreement (35) (Community Maritime Park Project) dated March 27, 2006, by and between CMPA and the City. "Master Lease (2006)" means the Master Lease (Community Maritime Park) dated March (36) 27,2006, by and between CMPA and the City. "Obligations" means a series of bonds, obligations or other evidence of indebtedness, (37) including, but not limited to, notes, commercial paper, capital leases, interlocal agreements, or any other lawful obligations of the City, the CRA, or CMPA as the context requires and as contemplated by this Agreement. "Office Project" means that component of the Private lmprovements consisting of the (38) office building(s) to be constructed on one or more Parcels pursuant to a Sub-sublease, including office space to be leased and used by Studer. "Parcel" means each distinct part of the Project Site as identified and depicted on the (39) Parcel Plan, including any changes in such plan made from time to time as provided herein and in the Sub-Lease. "Parcel Plan" means the depiction and description of each Parcel, which may be changed (40) from time to time as provided in Section 6.02(c) hereof, the initial form of which is attached hereto as Exhibit "B". "Park" means that component of the Public lmprovements consisting of an open space, (41) public park, and walkways. "Payment Request" means the documentation supporting periodic payments for the Site (42) Preparation Project and the Public lmprovements as provided in Section 5.04 hereof. "Pelicans" means the Pensacola Pelicans professional baseball club or such other (43) professional baseball club owned and operated by Pensacola Professional Baseball LLC, a Florida limited liability company, or any successor or assign thereof, which will use the Community Multi-Use Facility for its home baseball games. "Person(s)" means any individual or entity, and the heirs, executors, administrators, legal (44) representatives, successors and assigns of such "Person" where the context so permits. "Plan" means the community redevelopment plan for the Area, including the Project Site, (45) as approved by the CRA and adopted by the City Council on March 27, 1984, by adoption of its Resolution No. 15-84, and including any amendments to the Plan, specifically including, but not limited to, the amendment adopted by the City Council on June 23,2005.

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"Private Improvements" means the improvements constructed on the Project Site other (46) than the Public lmprovements and the Maritime Museum Project, including, but not limited to, the Retail Project, the Hotel Project, the Residential Project, and the Office Project. "Project" means, collectively, the Site Preparation Project, the Maritime Museum Project, (47) the Public lmprovements and the Private Improvements. "Project Coordinator" means the Developer, or its successor, who shall provide the (48) project coordination services described in Section 2.04 hereof. (49) "Project Professionals" means any architects, engineers, consultants, planners, construction managers or any other persons, or combination thereof, retained or employed by the Developer in connection with the planning, design, construction, and completion of the Site Preparation Project and Public Improvements, the preliminary list of which is attached hereto as Exhibit "C".

"Project Schedule" means those times, dates and time periods set forth herein or as (50) agreed to by the parties for the commencement, construction and completion of the Site Preparation Project and Public lmprovements as provided in this Agreement, including Section 3.01 hereof, which is attached hereto as Exhibit "D". "Project Site" means the area described and depicted on Exhibit "A", which includes each (51) and every Parcel. "Public Financing" means the Bonds as initially issued or duly approved for issuance by (52) the City or other funds duly appropriated or otherwise made available to or by the City to pay the Site Preparation Project Costs and the Public lmprovements Costs and such other costs as may be required by this Agreement or any other agreement to be paid by the City. "Public Improvements" means the improvements to be completed on the Project Site for (53) the use by the public to be designed, constructed, installed and equipped as provided in this Agreement, collectively consisting of the Community Multi-Use Facility and the Park. (54) "Public lmprovements Budget" means the budget setting forth the estimated Site Preparation Project Costs and Public lmprovements Costs, a copy of which is attached hereto as Exhibit "F". "Public lmprovements Costs" means the costs of the Public lmprovements paid from the (55) Public Financing, including costs to plan, design, coordinate, and obtain the permits for the Public Improvements, and the costs to construct, equip, install and complete the Public Improvements. "Redevelopment Act" means Chapter 163, Part Ill, Florida Statutes (2008), as amended (56) from time to time. "Residential Project" means that component of the Private lmprovements consisting of (57 the design, development, construction, completion and operation of those buildings, structures, facilities and other improvements to be constructed and installed on the Project Site, which are to be used for residential purposes and may also include commercial, retail and other non-residential uses located on the different levels of the Private Improvements. "Retail Project" means that component of the Private lmprovements consisting of the (58 design, development, construction, completion and operation of those buildings, structures, facilities and other improvements to be constructed and installed on the Project Site, which are to be used for commercial retail purposes, which may consist in whole or in part of retail uses located in other parts of the Private Improvements.

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"Right to Contest" means the procedure set forth in Section 13.01 hereof for challenging (59) any lien, payment, charge, or compliance with any law, rule, regulation or other legal requirement as described therein. "Site Preparation Project" means that part of the Project consisting of the design, (60) development, installation, construction, and completion of those improvements that are necessary to prepare the Project Site for construction thereon of the Public Improvements and the Private Improvements. "Site Preparation Project Completion Certificate" means the instrument executed by the (61) Developer and CMPA certifying that design, construction, installation and equipping of the Site Preparation Project is substantially complete and setting forth the date of such substantial completion, the form of which is attached hereto as Exhibit " E . "Site Preparation Project Completion Date" means the date on which construction of the (62) Site Preparation Project is substantially complete as contemplated by this Agreement and as evidenced by the Site Preparation Project Completion Certificate. "Site Preparation Project Costs" means the costs of the Site Preparation Project paid (63) from the Public Financing, including costs to plan, design, coordinate, and obtain the Site Preparation Project Permit, and the costs to construct, equip, install and complete the Site Preparation Project. "Site Preparation Project Permit" means, collectively, any and all permits, approvals, (64) consents, and licenses required for construction, installation, and equipping of the Site Preparation Project; provided, however, that the term does not include permits relating to bulkhead work issued by the U.S. Corps of Engineers or the Florida Department of Environmental Protection. "Studer" means The Studer Group LLC, a Florida limited liability company, an Affiliate (65) thereof, or any entity Controlled by Quint Studer. "Sub-Lease" means the ground lease between CMPA and the Developer, the form of (66) which is attached hereto as Exhibit "G". "Sub-Lease Commencement Date" means the date on which the Sub-Lease commences (67) relative to the Sub-Leased Property or the date on which the Sub-Lessee is entitled to possession and the Sub-Lease commences for one or more individual Parcel(s) as the context requires and as provided in the Sub-Lease. "Sub-sublease" means the sub-sublease for any Parcel or Parcels being leased by the (68) Developer to another for development, occupancy, use or possession of any part of the Private lmprovements on that Parcel or Parcels. "Termination Date" means the date on which this Agreement is terminated by either party (69) hereto as provided in Section 12.05 hereof, as evidenced by the Agreement Termination Certificate provided in Section 12.06 hereof. (70) "Trust Fund" means the community redevelopment trust fund in which increment revenues are deposited created pursuant to Section 163.387, Florida Statutes, by Ordinance No. 13-84 enacted by the City Council on March 8, 1984, or its successor in function. "Unavoidable Delay" means those events constituting excuse from timely performance by (71) a party hereto from any of its obligations hereunder, as such events are defined in and subject to the conditions described in ARTICLE XV hereof.

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"UWF" or "University of West Florida" means the University of West Florida, a public (72) institution of higher education that is part of the State University System of Florida, and also includes, whenever the context reasonably requires, the University of West Florida Foundation. Section 1.02 Use of Words and Phrases. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the singular shall include the plural as well as the singular number, and the word "person" shall include corporations and associations, including public bodies, as well as natural persons. "Herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" and other equivalent words refer to this Agreement and not solely to the particular portion thereof in which any such word is used. Section 1.03 Florida Statutes. Unless otherwise noted, all references herein to Florida Statutes are to Florida Statutes (2008), as amended from time to time.

ARTICLE II. PURPOSE AND INTENT; SCOPE AND COMPENSATION. Section 2.01

Purpose and Intent of this Aqreement.

The purpose of this Agreement is to authorize the Developer to develop the Public (a) Improvements and the Private Improvements on the Project Site, as depicted and described on Exhibit " A , subject to CMPA's oversight and approval as specified in this Agreement, and consistent with the Master Development Agreement (2006). The parties intend to further the implementation of the Plan by providing for the completion of the Site Preparation Project. The design, construction and completion of the Public lmprovements shall be done in accordance with ARTICLES IV and V hereof. The design, construction and completion of each component of the Private lmprovements shall be in accordance with ARTICLE VI hereof and the terms of the Sub-Lease and each Sub-sublease. In summary, the Developer may perform four distinct roles as outlined and governed by this Agreement and related agreements referenced herein: The Developer shall act as the Project Coordinator as provided in Section 2.04 (1) hereof. CMPA shall compensate the Developer for these services, as they pertain to the Site Preparation Project and the Public Improvements, by payment of the Development Fee as provided in Subsection 2.06(a) hereof. CMPA shall not compensate the Developer for these services as they pertain to the Private Improvements. The Developer shall act as CMPA's agent in managing the facilities and property (2) controlled by CMPA as provided in Subsection 2.05(c) hereof and the separate management agreement required therein. CMPA shall compensate the Developer for these services by payment of the Management Fee as provided in Subsection 2.06(b) hereof. CMPA shall not compensate the Developer for its management of the Private Improvements. The Developer may act as the Design-Build Contractor of the Site Preparation (3) Project and the Public Improvements, as CMPA determines in its sole discretion, as provided in Subsections 4.04(a)(2) and 4.06(a)(2) and Section 4.08 hereof. CMPA shall compensate the Developer for its work as Design-Build Contractor, if any, by payment of fees pursuant to a separate design build contract(s) to be negotiated pursuant to Section 4.08 hereof. The Developer shall act as the developer of the Private lmprovements as (4) provided in ARTICLE VI hereof and the Sub-Lease attached hereto as Exhibit "G". The sole consideration for the Developer's performance of this role shall be the agreement to enter into the SubLease. It is the intent of the parties that the Public lmprovements and that part of the Project Site (b) on which the Public lmprovements and the Maritime Museum Project are located should be exempt from ad valorem taxation as such improvements will be owned by the City or a non-profit entity, will be for a public

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purpose, will be for public use and not for a predominant private use, and will be an asset of the City or a nonprofit entity for the benefit of the citizens of the City. The parties further intend that the Private lmprovements should be subject to ad valorem taxation and that any Person owning, renting, or using any of the Private lmprovements will not apply for or seek to have such property declared exempt from ad valorem taxation. The Project Site is to be redeveloped according to plans and specifications for a multi-use (c) Project, with related park, pedestrian walkways, streets, parking and infrastructure improvements. As provided in this Agreement, the Developer shall carry out the redevelopment of the Project Site by completing the Site Preparation Project and the Public lmprovements pursuant to this Agreement, by entering into the Sub-Lease, and operating the Project as a unified and integrated multi-use project. The final design of the Project shall be in general conformance with the Design Criteria; (d) provided, however, that from time to time the parties may agree to design changes deemed necessary in light of market and other financial conditions. The determination whether such changes are necessary shall be subject to CMPA's sole discretion. The funding for the Site Preparation Project and the Public lmprovements shall be as (e) provided in Article V herein. The Developer and CMPA shall cooperate with one another and with the City, UWF, and other interested entities to obtain grants and other contributions in excess of the Bonds. Any such funds in excess of the Bonds shall inure to the benefit of the Project. The funding for the Private lmprovements shall be paid from sources of revenue generated by or allocated to the Private Improvements. The City shall own the vertical and horizontal improvements constructed as part of the (f) The City shall also own that part of the Property on which the Private Public Improvements. lmprovements are constructed, subject to the Master Lease (2006) and the Sub-Lease. The vertical and horizontal improvements constructed by the Developer as part of the Private lmprovements will be owned by the Developer or any sub-sublessees subject to the terms of the Sub-Lease. Section 2.02 Coo~eration of the Parties. The parties hereto recognize that the successful development of the Project and each component thereof is dependent upon continued cooperation of the parties hereto, and each agrees that it shall act in a reasonable manner hereunder, provide the other party with complete and updated information from time to time, with respect to the conditions such party is responsible for satisfying hereunder and make its good faith reasonable efforts to ensure that such cooperation is continuous, the purposes of this Agreement are carried out to the full extent contemplated hereby and the Project is designed, constructed, equipped, completed and operated as provided herein. Section 2.03

Authorized Re~resentative

Upon execution of this Agreement, each party hereto shall designate in writing an (a) Authorized Representative to act on its behalf to the extent of the written grant of any authority to such representative. Written notice of the designation of such a representative and the scope of hislher authority (and any subsequent change in the identity or scope of authority of the Authorized Representative) shall be given by the designating party to the other party and to the City in writing in accordance with the procedure set forth in Section 18.03 hereof. Except as otherwise expressly provided in this Agreement, whenever approval or action (b) by the Developer or CMPA is required by this Agreement, such action or approval may, in the discretion of the party considering such approval or action, be taken or given by the Authorized Representative thereof. A party to this Agreement may rely upon the representation of the other party's Authorized Representative that such person has the requisite authority to give the approval or take the action being done by that Authorized Representative. A party may not later deny that its Authorized Representative had the authority represented to and relied upon by the other party or revoke or deny any action taken by such Authorized Representative which was relied upon by the other party. Section 2.04

Proiect Coordination.

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It is the intent and desire of the parties hereto that the Site Preparation Project and the (a) planning and construction of each component of the Project be coordinated with other parts of the Project so as to minimize conflicts, improve efficiency and avoid delays in completion of the Project and each part thereof. To further the intent of the parties set forth herein and to provide the coordination necessary for the successful and timely completion of the construction of the Project, the parties agree and acknowledge that there is a need for a project construction coordinator who shall be responsible for coordinating construction of the various parts of the Project. (b)

CMPA and the Developer agree that the Developer shall be the Project Coordinator.

(c)

The Project Coordinator shall provide the following services:

Maintain at all times sufficient facilities, staff and other resources as reasonably (1) required to perform its project coordination duties under this ~greement. (2) Coordinate pre-construction, construction and progress meetings concerning procedures, progress, problems, and scheduling.

(3) Coordinate construction of the Site Preparation Project and of the Public Improvements, such that the likelihood of on-site disputes is minimized and proper coordination is provided for phased or concurrent construction. Monitor and record the progress of the construction of the Site Preparation (4) Project and of the Public Improvements and coordinate regular and periodic meetings concerning construction progress. Establish and implement appropriate administrative and financial controls for the (5) administration and monitoring of the Project. Monitor construction progress at such times as may be reasonably required to (6) provide a reasonable basis for the evaluation of the progress of construction and to approve or disapprove requests for payment made by the Contractor, or by any other parties with respect to the design or construction of the Project and provide CMPA with monthly written reports on the progress of design and construction of the Project. Maintain complete and accurate records of the Project, including but not limited (7) to vouchers, statements, receipted bills and invoices, and all other records, covering all collections, if any, disbursements, and other material data in connection with the design and construction of the Project and maintain a set of working plans and specifications, and addenda and change orders thereto, at the Project Coordinator's Project office, or such other location as may be approved by CMPA. This material is to be made available to CMPA upon reasonable request. Keep CMPA fully informed of the progress of the Project and promptly advise (8) CMPA of any proposed material deviation from approved plans and specifications. The Project Coordinator shall have the authority, without in each instance obtaining CMPA's prior approval, to approve immaterial changes to the plans and specifications which are required by field conditions and that cause no increase in the time or cost of development. (9)

Timely advise CMPA of any known material disputes (actual or potential) relating

to the Project.

(10) Recommend and advise CMPA concerning possible cost savings where appropriate and any change orders proposed on the Project.

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Develop and implement procedures and guidelines with respect to the storage (11) and cleanup of building materials for the Project, whether on-site or off-site. Cause all Project construction contract(s) to contain provisions requiring that (12) each Contractor be responsible for initiating, maintaining and supervising reasonable safety precautions and programs in connection with its work, as well as giving notices and complying with applicable laws bearing on the safety of persons or property or their protection from damage, injury or loss. Comply with the requirements of all applicable laws, the permits and approvals (13) issued with respect to the Project. (14) Notify CMPA promptly upon discovery by the Project Coordinator of any hazardous substances which have not been previously identified as an environmental concern. Review and take action to cause all punch-list ltems or defect or warranty claims (15) to be promptly completed or corrected, as the case may be, by a Contractor within thirty (30) days of receipt of punch-list ltems or becoming aware of a defect or warranty claim. Coordinate the compilation of all as-built plans and specifications and updated (16) surveys including easements for the Project, as well as operating and maintenance manuals for all applicable aspects of the Project both in hard copies and electronic versions. (d) The Developer's compensation for acting as Project Coordinator shall be the Development Fee as provided in Subsection 2.05(a) hereof. Section 2.05

Operatina Responsibility. Fundina, and Revenues.

The Developer shall manage and maintain all Private lmprovements (retail, restaurants, (a) office, residential, hospitality and associated common areas); provided, however, that if Studer develops an office building, Studer shall be responsible for managing and maintaining such building pursuant to separate agreement between CMPA and Studer. UWF shall manage and maintain its own facilities (Maritime Museum, Maritime Research (b) Facility, Multi-Cultural Center, and Amphitheater). As construction of the Public lmprovements is completed, the Developer shall act as CMPA's (c) agent in managing and maintaining the facilities and property controlled by CMPA (multi-use stadium, executive education center, the public park, and the Conference Center, as applicable). CMPA shall be responsible for all operating costs of the Public Improvements, including payment of the Management Fee. The parties shall negotiate in good faith a separate management agreement governing the Developer's management of the Public Improvements, which shall be consistent with this Section 2.05(c). The Developer's compensation under the management agreement shall be the Management Fee as provided in Subsection 2.06(b) hereof. The initial term of the management agreement shall be five (5) years. Provided no event of Developer default has occurred and is continuing, the Developer may exercise the option in its sole discretion to a single five-year (5-year) renewal period by providing CMPA one hundred twenty (120) days advance written notice, unless the actual approved expenses for either of the last two (2) years of the initial term for which full financial information is available exceeded by twenty percent (20%) or more the budgeted expenses for those years for any reason other than an extraordinary event or the direct interference of CMPA. The management agreement shall authorize CMPA to terminate the management agreement with ninety (90) days notice at any time during the initial or renewal term if CMPA's net operating cash flow is negative for any twelve (12) month period for any reason other than an extraordinary event or the direct interference of CMPA, unless the Developer chooses to make up the difference to maintain the management agreement. In the event the Developer chooses to provide funds to avoid such a negative net operating cash flow, CMPA will reimburse the Developer only from surpluses, if any, realized during subsequent periods and prior to termination for cause or expiration of the management agreement. In addition, the management agreement shall

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authorize CMPA to terminate the management agreement for cause if (i) the Developer materially defaults in the performance of its responsibilities with respect to the development or management of Public lmprovements or, (ii) the Developer ceases to hold development rights or ceases to hold a certain percentage of ownership in leased property (such percentage to be negotiated later and specified in the management agreement), or (iii) the Developer commits fraud, material misapplication of funds, attempts assignment or a change in Control other than in the manner permitted by the Development Agreement or the Sub-Lease as the context requires or otherwise acts in bad faith or with malicious purpose. The management agreement may be terminated only for cause as described in this Subsection 2.05(c) or as further described in the management agreement, and shall not be terminable for convenience by CMPA. Termination of the management agreement for cause described in the foregoing 2.05 (c) (iii) shall constitute an event of default under the Sub-Lease which shall terminate the Sub-Lessee's right to possession and private development of Parcel(s) on which Private lmprovements have not yet commenced as of the date of termination of the management agreement. The Developer's Public lmprovements management responsibilities under the (1) management agreement will include the preparation of and adherence to annual operating budgets for the Property; maintaining and repairing interior, exterior and landscaping of the Property; purchasing supplies; supervising alterations, modernization and redecoration of the Property; evaluating vendors and entering into contracts, with CMPA approval, customary in the ordinary course of business for the operation, maintenance and service of the Property; planning and managing property security; developing and implementing parking policies; and programming, marketing, and coordinating events on the Property. Excluding UWF and Pelican leases, Developer's responsibilities shall also include negotiating new leases and renewals of existing leases; collecting, holding and disbursing rents and other amounts due or to become due to CMPA; handling tenant requests and negotiations; terminating tenancies and signing and serving appropriate notice on behalf of CMPA; initiating and prosecuting eviction and damages actions on behalf of CMPA; procuring legal counsel when necessary to protect CMPA's interests and rights in connection with the Property; and other operational activities. The Developer shall not be responsible for maintaining public streets and utilities, which shall be dedicated to the City and other local utility providers; provided, however, that (i) such dedications shall provide for efficient use and event-type closure of streets within the Project by CMPA and the Developer and (ii) the Developer shall be primarily responsible for all contact and communications with the City or other governmental officials and appropriate utility providers regarding the use and condition of the streets and utilities. The Developer shall coordinate with the City, the Pelicans and UWF both during the planning and construction phases and during the ongoing operations of the Public lmprovements on behalf of CMPA. The source of funds for the CMPA operating budget shall be (i) One Hundred (2) Seventy Five Thousand Dollars ($175,000) per year from the Pelicans' use agreement; (ii) all of the Pelican's profits (including a guaranteed Two Hundred Fifty Thousand Dollar ($250,000) per year commitment for the first five years); (iii) all other net profits from the operations of the Public Improvements; and (iv) in the event of any shortfall, other revenue which may be derived from (y) a consensual special assessment or other fees or surcharges imposed upon or charged to Project users or tenants, and/or (z) any other funds legally available to the City. All net cash flows from the operations of the Public lmprovements shall be the (3) property of CMPA, but in all events used to advance the Project in accordance with this Agreement and generally accepted accounting principles. Net cash flows are defined as gross revenues less cost of goods sold, operating expenses, facilities management expenses, and reserves for capital expenses and improvements. As soon as practicable, but not later than ninety (90) days after substantial (4) completion of the first of the Public Improvements, the Developer shall present to CMPA a written annual budget of the upcoming year's planned uses of the Public Improvements. CMPA shall review the proposed budget and within thirty (30) days respond in writing to the Developer, indicating approval or recommending changes. If CMPA recommends changes, the parties shall thereafter cooperatively develop a mutually acceptable budget within thirty (30) days. After the first budget is approved, the

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parties shall repeat the process on an annual basis; provided, however, that the parties may mutually agree to adjust the budget year to align with a calendar year, a fiscal year, or other measure. When practicable, when managing the Public lmprovements on behalf of CMPA, (5) the Developer shall provide due consideration to community, non-profit, or similar organizations, when setting prices for use of the facilities,

Section 2.06 Development and Mana~ementFees. Subject to the terms, conditions, and requirements as provided herein, CMPA shall pay or reimburse the Developer for reasonable and documented costs incurred by the Developer in connection with developing and managing the Project (exclusive of costs associated with the Private Improvements). Subject to the last sentence of this Subsection 2.06(a)(l), CMPA shall pay the (a) (1) Developer a Development Fee equal to four percent (4%) of the costs actually expended in the Public lmprovements Budget, attached hereto as Exhibit "F", with the exception of: (i) the cost of wetland mitigation unless performed by the Developer; (ii) impact fees; (iii) the Development Fee; (iv) any unused contingencies (v) office lease expense; and (vi) the cost of CMPA's own Project administration, owner's representation, or other functions reporting directly to CMPA. Installment payments of fees shall be made based upon the above formula applied to the eligible costs within the Project Budget that can be funded with public or Developer funding committed at that time, with subsequent adjustments as funding and allocation of funding to eligible and ineligible cost components are actualized. Unless the Developer acts as a Design-Build Contractor for at least one portion of the Site Preparation Project or the Public Improvements, as provided in Section 4.08 hereof, then the Development Fee shall be increased by One Hundred Twenty Five Thousand Dollars ($125,000) to compensate for the Developer's additional performance of construction owner's representation. The Development Fee shall be included as a portion of the Project cost in any (2) Public Financing. CMPA shall advance andlor pay the Development Fee according to the following schedule. Within thirty (30) days following the Effective Date, CMPA shall pay the Developer Thirty-Five Thousand Dollars ($35,000) as an advance against future installments of the Development Fee to offset start-up expenses incurred by the Developer. Between the Effective Date and the Public Financing, CMPA shall pay the Developer for reasonable, actual and verifiable personnel and general expenses incurred during the period up to a maximum per month of One Hundred Thousand Dollars ($100,000), no more than one-third (113) of which shall be for non-personnel costs as an advance against future installments of the Development Fee which amounts shall be limited to reimbursement of Developer's costs for substantive work performed such as design, engineering and preparation of Project documentation, but excluding proposal preparation and costs incurred negotiating with the CitylCMPA to achieve the Design-Build Agreement or the Management Agreement contemplated herein. After any initial issuance of Public Financing for any construction of the Project, CMPA shall pay the Developer the remainder of the Development Fee in equal monthly amounts over the anticipated preconstruction period and construction period (per the Project Schedule in Exhibit "D") of the Site Preparation Project and Public lmprovements identified in Exhibit "F"; provided, however, that the monthly payment amounts shall be periodically adjusted based upon adjustments in the estimated allocable costs and schedule as the construction progresses, such that the total Development Fee finally paid shall be a percentage of actual costs rather than budgeted costs, plus, if applicable, the additional One Hundred Twenty Five Thousand Dollars ($125,000) as provided in Subsection 2.06(a)(l) hereof. The Development Fee does not cover the Developer's direct costs associated (3) with the Public Improvements; provided, however, that it shall be the only source of compensation for (i) the Developer's work in setting up and operating the equal business opportunity program known as the "contractor's academy" and (ii) the activities of Bruce Cutright, Scott Davison, Jeff Galt, other personnel employed by the Developer or an Affiliate, or third-party Project Professionals performing work reasonably considered within the scope of development management. Upon substantial completion of the Public Improvements, the Developer's right to receive (b) payment of a property Management Fee shall commence pursuant to the management agreement to be

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negotiated. The annual Management Fee shall be equal to the sum of the following: (1) four percent (4%) of all office or other income from the Public lmprovements (exclusive of the multi-use stadium); (2) Twenty Thousand Dollars ($20,000) annually, adjusted for CPI, for the management of the park facilities including, but not limited to landscaping, capital improvements, security, and parking; (3) a percentage of gross revenues for event production, facilities rentals, and sponsorship income administered by the Developer (excluding income derived from the Pelicans lease and stadium naming rights) annually consisting of ten percent (10%) of such revenues up to One Million Dollars ($1,000,000), and five percent (5%) of such revenues exceeding One Million Dollars ($1,000,000); and (4) an annual fee for managing the multi-use stadium which shall be the lower of (i) a commercially reasonable rate for such services established by arms-length negotiations which shall be subject to audit by CMPA or (ii) the actual costs incurred by the Developer, not to exceed Two Hundred Fifty Thousand Dollars ($250,000) per annum to hire a third-party manager. CMPA shall pay the Management Fee from its operating budget described in Section 2.05(~)(2) hereof, and not from the Construction Fund. The Management Fee may be renegotiated at the end of the initial term of five (5) years commencing upon substantial completion of the Public lmprovements by mutual agreement of the parties. Section 2.07 Public Records. All records and documents in the possession of the Developer pertaining to the Site Preparation Project and Public lmprovements that the Developer has contracted to operate and manage shall be public records for purposes of Chapter 119, Florida Statutes, to the same extent as if such records and documents were in the possession of the City. Furthermore, any exemption from disclosure of a record or document that would have been available to the City if such were in the possession of the City shall apply to the same extent such records and documents are in the possession of the Developer. ARTICLE Ill. PROJECT SCHEDULE. Section 3.01

Proiect Schedule.

The parties hereto recognize, acknowledge and agree that the design, construction, (a) equipping, and completion of the Site Preparation Project, the Public Improvements, Private Improvements, and the Maritime Museum Project require coordination of the schedules for design, development, construction and completion of those components of the Project. The planning, design, development, construction, completion and availability for use of each of those shall be undertaken, diligently continued and completed in accordance with and by or within the dates, times and time periods set forth in this Agreement and the Project Schedule. The Project Schedule is attached to this Agreement as Exhibit "D." The Project Schedule (b) may be changed or revised by the parties hereto from time to time. Such change or revision shall not be effective until the party proposing such revision shall have given prior written notice of such revision to the other party hereto and, for all changes or revisions to the Project Schedule, the other party shall have approved such revision. Within fourteen (14) business days after receipt of a request from the other party hereto for a revision of the Project Schedule, the party receiving such request shall notify the party making such request of its approval or disapproval of such proposed revision, provided that failure of a respondent party to respond within said fourteen (14) day period shall be deemed an approval of such revision. A revision or change to the Project Schedule shall become effective upon the earlier of either the approval by the other party or expiration of the fourteen (14) day review period without such change being rejected by the nonproposing party. In addition to any changes in the Project Schedule made pursuant to subsection (c) (1) (b), without the necessity of the prior approval of the other party hereto, the Project Schedule may be revised to provide an extension of time for the Developer to obtain the Site Preparation Project Permit, provided the failure to obtain the Site Preparation Permit was beyond the Developer's reasonable expectation or control, the Site Preparation Permit should be issued by the appropriate governmental authority within a reasonable period of time thereafter, and the extension is not due to any material delay or failure to act by the Developer.

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The Project Schedule shall also be revised without necessity of the approval of (2) the other party pursuant to subsection (b) in the event of the inability of CMPA or the Developer, respectively, to timely perform any of its obligations hereunder by the dates set forth in the Project Schedule due to Unavoidable Delay as provided in ARTICLE XV and the procedures set forth therein are invoked and implemented. In case of the occurrence of any event set forth in paragraphs (1) or (2) above, (3) any subsequent and/or affected date, time or time period of the Project Schedule shall, to the extent necessary, be extended by the number of days of delay caused by such event, provided the parties hereto agree they shall, individually and collectively, exert all reasonable efforts and due diligence to minimize or avoid such delays. The provisions of this ARTICLE Ill are not intended and shall not inure to the benefit of (d) any person not a party to this Agreement. ARTICLE IV. SITE PREPARATION PROJECT AND PUBLIC IMPROVEMENTS. Section 4.01

Site Preparation Proiect Permit.

(a) The Developer or its Contractor shall prepare and submit to the appropriate governmental authorities, including the City, the applications for the Site Preparation Project Permit. CMPA shall cooperate with the Developer and any Contractor in obtaining the Site (b) Preparation Project Permit. If requested by the Developer, CMPA will join in any application for the Site Preparation Project Permit, or, alternatively, recommend to and urge any governmental authority to which application for the Site Preparation Project Permit has been made that such permit be issued or approved. The Developer shall be responsible for preparing and filing the application for the Site (c) Preparation Project Permit and pursuing issuance of the Site Preparation Project Permit, even though such application may be in the name of the City. The City shall pay for all costs incurred in obtaining the Site Preparation Project Permit. The Developer agrees to consult with CMPA and the City from time to time during the preparation and review of the application for the Site Preparation Project Permit and keep CMPA and the City apprised of the status of the application. This Agreement, specifically including but not limited to this Section 4.01, shall (d) (1) not affect the City's right, duty, obligation, authority and power to act in its governmental or regulatory capacity in accordance with applicable laws, ordinances, codes or other building or project regulation. Notwithstanding any other provisions of this Agreement, any required permitting, (2) licensing or other regulatory approvals by the City shall be subject to the established procedures and requirements of the City with respect to review and permitting of a project of a similar or comparable nature, size and scope. In no event shall the City, due to any provision of this Agreement, be obligated to take any action concerning regulatory approvals except through its established processes and in accordance with applicable provisions of law. Section 4.02 Site Preparation Proiect Construction. The Developer shall be responsible for the Site Preparation Project so that the Project Site is in a condition ready for development as of the Site Preparation Project Completion Date. "Ready for development" means the Project Site is ready for commencement of construction of horizontal or vertical improvements thereon, including both Public Improvements and Private Improvements. Section 4.03

Site Preparation Proiect Plans and Specifications.

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(a) (1) The Developer will retain the Project Professionals to prepare the Site Preparation Project plans and specifications, the preliminary list of which is attached hereto as Exhibit "C". The Developer will notify CMPA of any subsequent changes thereto or additional Project Professionals retained with respect to the Site Preparation Project; provided, however, that Bruce Cutright is deemed a "key man" who shall devote a minimum of one (1) day per week to the Site Preparation Project and who shall visit the site twice per month, unless CMPA later authorizes his replacement or a different allotment of his time. The Developer may replace Mr. Cutright only with a person possessing comparable experience and qualifications, and subject to CMPA's prior written approval, which shall not be unreasonably withheld. The fees and expenses of such Project Professionals for the Site Development Project shall be paid or reimbursed from the Public Financing; provided, however, that the following activities/costs shall be part of the Development Fee: activities of Bruce Cutright, Scott Davison, Jeff Galt, other personnel employed by Developer or an Affiliate, or third-party Project Professionals performing work reasonably considered within the scope of development management. All contracts between the Developer and the Project Professionals shall provide (2) that they may be assumed by CMPA, in its sole discretion, upon the termination of this Agreement. The Site Preparation Project plans and specifications shall be coordinated among the (b) Project Professionals, the Developer, and CMPA and shall be submitted by the Developer to CMPA for review and approval before the commencement of any work on the Site Preparation Project on the Project Site. Such requests shall be promptly considered and approvals shall not be unreasonably withheld. Section 4.04 Developer.

Construction of the Site Pre~aration Proiect by Entity(ies) Not Affiliated with the

Upon written approval from CMPA, the Developer shall (i) preliminarily select the (a) (1) Contractor to construct the Site Preparation Project substantially in accordance with the Site Preparation Project plans and specifications and (ii) negotiate and propose to CMPA a guaranteed maximum price for the construction cost of the Site Preparation Project or designated portions thereof. The guaranteed maximum price shall provide for reimbursement of actual general conditions and reasonable allowances for overhead, profit, and construction contingencies. Any proposed construction contract shall be submitted by the Developer to CMPA for review and approval before the commencement of any work. The Developer and CMPA shall cooperate to establish a mutually acceptable (2) form of contract, terms and conditions, pursuant to which Contractor(s) shall be engaged. The Developer shall conduct any necessary negotiations with Contractor(s), however, the final form and commitment to any contract shall be subject to prior approval by CMPA. The parties acknowledge the need for negotiations to be accomplished efficiently and without undue delay. Therefore, the Developer shall regularly inform CMPA of the status of negotiations and CMPA shall accomplish any required review and provide its response in the form of approvals, comments or rejections strictly upon the merits of the proposed action, and without unreasonable delay. At CMPA's sole discretion, the Developer may act as a Contractor to construct (3) the Site Preparation Project, provided it is properly licensed and otherwise legally authorized to do so. If the Developer acts a Contractor, the terms of Section 4.08 hereof shall apply. After the Site Preparation Project Commencement Date, each Contractor shall (b) (1) be required to continue to pursue and prosecute the construction of the Site Preparation Project with due diligence to completion by the Site Preparation Project Completion Date, and shall not at any time actually or effectively have abandoned the Project Site. All construction work on the Site Preparation Project shall be done substantially (2) in accordance with the Site Preparation Project plans and specifications, and shall be of a quality generally recognized as standard for projects similar to the Site Preparation Project.

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All obligations of a Contractor (including deadlines in the Project Schedule) with (3) respect to commencement, continuation and completion of construction of the Site Preparation Project shall be subject to delays and extensions from time to time for Unavoidable Delay. Commencing on the fifteenth (15th) day of the calendar month following the (1) (c) calendar month in which the Commencement Date occurs and continuing until the Site Preparation Project Completion Date, the Contractor for the Site Preparation Project shall make monthly reports to the Project Coordinator in such detail and in such form as may reasonably be requested by the CMPA as to the actual progress of the construction of the Site Preparation Project. If the Developer or CMPA believes adequate progress in the construction of the (2) Site Preparation Project is not being made, the Developer or CMPA shall give notice to the Contractor for the Site Preparation Project, with a copy thereof provided to the other party not giving the notice, that adequate progress is not being made in the construction of the Site Preparation Project and to respond within ten (10) days thereafter as to why adequate progress is or is not being made toward completion of the Site Preparation Project. Each contract between any Contractor for the Site Preparation Project and the (d) (1) Developer shall provide, among other things, that: (i) notice shall be given to CMPA of any material defaults thereunder by the Contractor; (ii) in the event of a material breach by Contractor of such contract, the Developer or CMPA shall have the right, but not the obligation, to cure any defaults by the Contractor under such contract without penalty to the Developer or CMPA or stoppage of the work; and (iii) upon the Contractor not exercising any right to contest or cure an alleged material default or upon any such contest being exhausted with a finding of default having been made or sustained or such default having not been cured in a timely manner, then such contract shall be deemed assigned to and may be relied upon by the Developer or CMPA, whichever is curing the default. If the Developer or CMPA elects to cure a material default by the Contractor (2) under a contract between the Developer and a Contractor, upon receipt of a notice to that effect from the Developer or CMPA, the Contractor shall be required to immediately deliver to the Developer or CMPA City all plans, specifications, drawings, contracts and addenda thereto pertaining to the construction of that part of the Site Preparation Project which are in its possession or control and shall instruct the Project Professionals and any other persons in possession or control of such plans, specifications, drawings and contracts to deliver them to the Developer or CMPA. The parties recognize and acknowledge that part of the Site Preparation Project may be (e) constructed by a Contractor hired by the State of Florida for certain remediation work on or near the Project Site. In such an event, the Project Coordinator shall coordinate the work of any Contractor hired by the Developer with the Contractor hired by the State. To the extent possible under State law, the Developer agrees to include in any contract (f) with a Contractor for the Site Preparation Project a provision whereby construction materials may be purchased on behalf of and for the benefit of the City and be exempt from sales tax. Section 4.05

Site Preparation Proiect Completion Certificate.

Upon the substantial completion of the Site Preparation Project, the Developer (a) (1) shall prepare and execute the Site Preparation Project Completion Certificate (the form of which is attached as Exhibit "En), which shall then be delivered to CMPA. Upon receipt of the certificate, CMPA shall promptly and diligently proceed to determine if construction of the Site Preparation Project has been completed substantially in accordance with the Site Preparation Project Plans and Specifications and this Agreement. Upon making such a determination, CMPA shall execute the certificate and return it to the Developer. The date of the Site Preparation Project Completion Certificate shall be the date when all parties shall have executed said certificate.

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(2) The Site Preparation Project Completion Certificate shall constitute a conclusive determination by the parties hereto of the satisfaction and termination of the obligations hereunder to construct the Site Preparation Project; provided, however, that nothing in this Section 4.05 shall be a waiver of the rights, duties, obligations or responsibilities of the City or any other governmental entity acting in its regulatory or governmental capacity or an approval of said construction for purposes of the issuance of a certificate of occupancy for that part of the Site Preparation Project. (1) If CMPA shall refuse or fail to execute the Site Preparation Project Completion (b) Certificate after receipt of a request by the Developer to do so, then CMPA shall, within ten (10) days after its receipt of such request, provide the Developer with a written statement setting forth in reasonable detail the reason(s) why CMPA has not executed the Site Preparation Project Completion Certificate and what must be done by the Developer to satisfy such objections so that CMPA would sign the certificate. Upon the Developer satisfying CMPA's objections, then the Developer shall submit a new request to CMPA for execution of the Site Preparation Project Completion Certificate and that request shall be considered and acted upon in accordance with the procedures in this paragraph (1) for the original request. If CMPA refuses to execute the certificate and the Developer does not agree with (2) the objections set forth in CMPA's statement, then the Developer shall be permitted to invoke the dispute resolution procedures set forth in ARTICLE XIV hereof for the purpose of determining if the prerequisites for execution by all parties of the Site Preparation Project Completion Certificate have been met, and if not, what actions must be taken to satisfy such prerequisites. At or about the time the Developer and CMPA execute the Site Preparation Project (c) Completion Certificate, CMPA shall take steps necessary for CMPA and the City to execute a substantially similar certificate, which CMPA shall thereafter record the certificate in the public records of Escambia County, Florida, and pay the cost of such recording. Section 4.06

Public Improvements Plans and Specifications.

(a) (1) The Developer will retain the Project Professionals to prepare the Public lmprovements plans and specifications, the preliminary list of which is attached hereto as Exhibit "C". The Developer will notify CMPA any subsequent changes thereto or additional Project Professionals retained with respect to the Public Improvements; provided, however, that Bruce Cutright is deemed a "key man" who shall devote a minimum of one (1) day per week to the Public lmprovements and who shall visit the site twice per month, unless CMPA later authorizes his replacement or a different allotment of his time. The Developer may replace Mr. Cutright only with a person possessing comparable experience and qualifications, and subject to CMPA's prior written approval, which shall not be unreasonably withheld. The fees and expenses of such Project Professionals for the Public lmprovements shall be paid or reimbursed from the Public Financing; provided, however, that the following activities/costs shall be part of the Development Fee: activities of Bruce Cutright, Scott Davison, Jeff Galt, other personnel employed by the Developer or an Affiliate, or third-party Project Professionals performing work reasonably considered within the scope of development management. All contracts between the Developer and the Project Professionals shall provide (2) that they may be assumed by CMPA, in its sole discretion, upon the termination of this Agreement. The Public Improvements plans and specifications shall be coordinated among the (b) Project Professionals, the Developer, and CMPA and shall be submitted by the Developer to CMPA for review and approval before the commencement of any work on the Public lmprovements on the Project Site. Such requests shall be promptly considered and approvals shall not be unreasonably withheld. Section 4.07

Construction of the Public Improvements bv Entitv(ies1 Not Affiliated with the Developer.

Upon written approval from CMPA, the Developer shall (i) preliminarily select the (a) (1) Contractor to construct the Public lmprovements substantially in accordance with the Site Preparation

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plans and specifications and (ii) negotiate and propose to CMPA a guaranteed maximum price for the construction cost of the Public lmprovements or designated portions thereof. The guaranteed maximum price shall provide for reimbursement of actual general conditions and reasonable allowances for overhead, profit, and construction contingencies. Any proposed construction contract shall be submitted by the Developer to CMPA for review and approval before the commencement of any work. The Developer and CMPA shall cooperate to establish a mutually acceptable (2) form of contract, terms and conditions, pursuant to which Contractor(s) shall be engaged. The Developer shall conduct any necessary negotiations with Contractor(s), however, the final form and commitment to any contract shall be subject to prior approval by CMPA. The parties acknowledge the need for negotiations to be accomplished efficiently and without undue delay. Therefore, the Developer shall regularly inform CMPA of the status of negotiations and CMPA shall accomplish any required review and provide its response in the form of approvals, comments or rejections strictly upon the merits of the proposed action, and without unreasonable delay. At CMPA's sole discretion, the Developer may act as a Contractor to construct (3) the Public Improvements, provided it is properly licensed and otherwise legally authorized to do so. If the Developer acts a Contractor, the terms of Section 4.08 hereof shall apply. After the Public lmprovements Commencement Date, each Contractor shall be (b) (1) required to continue to pursue and prosecute the construction of the Public lmprovements with due diligence to completion, and shall not at any time actually or effectively have abandoned the Project Site. All construction work on the Public lmprovements shall be done substantially in (2) accordance with the Public lmprovements plans and specifications, and shall be of a quality generally recognized as standard for projects similar to the Public Improvements. All obligations of a Contractor (including deadlines in the Project Schedule) with (3) respect to commencement, continuation and completion of construction of the Public lmprovements shall be subject to delays and extensions from time to time for Unavoidable Delay. Commencing on the fifteenth (15th) day of the calendar month following the (1) (c) calendar month in which the Commencement Date occurs and continuing until completion of the Public Improvements, the Contractor for the Public lmprovements shall make monthly reports to the Project Coordinator in such detail and in such form as may reasonably be requested by the Project Coordinator as to the actual progress of the construction of the Public Improvements. If the Developer or CMPA believes adequate progress in the construction of the (2) Public lmprovements is not being made, the Developer or CMPA shall give notice to the Contractor for the Public Improvements, with a copy thereof provided to the other party not giving the notice, that adequate progress is not being made in the construction of the Public Improvements and to respond within ten (10) days thereafter as to why adequate progress is or is not being made toward completion of the Public Improvements. Each contract between any Contractor for the Public lmprovements and the (d) (1) Developer shall provide, among other things, that: (i) notice shall be given to CMPA of any material defaults thereunder by the Contractor; (ii) in the event of a material breach by Contractor of such contract, the Developer or CMPA shall have the right, but not the obligation, to cure any defaults by the Contractor under such contract without penalty to the Developer or CMPA or stoppage of the work; and (iii) upon the Contractor not exercising any right to contest or cure an alleged material default or upon any such contest being exhausted with a finding of default having been made or sustained or such default having not been cured in a timely manner, then such contract shall be deemed assigned to and may be relied upon by the Developer or CMPA, whichever is curing the default. If the Developer or CMPA elects to cure a material default by the Contractor (2) under a contract between the Developer and a Contractor, upon receipt of a notice to that effect from the

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Developer or CMPA, the Contractor shall be required to immediately deliver to the Developer or CMPA City all plans, specifications, drawings, contracts and addenda thereto pertaining to the construction of that part of the Public lmprovements which are in its possession or control and shall instruct the Project Professionals and any other persons in possession or control of such plans, specifications, drawings and contracts to deliver them to the Developer or CMPA. To the extent possible under State law, the Developer agrees to include in any contract (e) with a Contractor for the Site Preparation Project a provision whereby construction materials may be purchased on behalf of and for the benefit of the City and be exempt from sales tax. Section 4.08

Construction by Entitv(iesl Affiliated with the Developer.

The parties acknowledge that certain efficiencies and cost-savings may be realized by (a) the Developer acting as the Design-Build Contractor on the Site Preparation Project or the Public lmprovements or both. Subject to the Developer being properly licensed and otherwise legally authorized to serve as the Design-Build Contractor, CMPA, using qualified construction representation, shall negotiate with the Developer and determine in CMPA's sole discretion whether it is in the City'sICMPA's best interest to engage the Developer in that capacity. A decision by CMPA to engage the Developer as Design-Build Contractor shall be (b) subject to negotiation of a design-build contract(s) which include a guaranteed maximum price and such other terms and conditions that afford the CitylCMPA reasonable assurance that Developer will serve as a high quality and cost-effective Design-Build Contractor. CMPA's evaluation and negotiation with Developer shall take into consideration factors including, without limitation, staffing, organization, ability to self-perform, financial capacity at risk, financial and other arrangements. The fees and expenses of such Project Professionals engaged by the Developer in negotiation of such design-build contract(s) shall be the sole responsibility of the Developer. The terms and conditions of the form of the design-build contract shall include such (c) provisions no less stringent than are customary in similar agreements in the marketplace, as specifically modified by this Section 4.08. Mark White shall be a "key man" on the Developer's contract team. The (1) Developer may replace Mr. White only with a person possessing comparable experience and qualifications, and subject to CMPA's prior written approval, which shall not be unreasonably withheld. Profit and overhead combined shall be three percent (3%) of the construction (2) costs. Should the Developer contract with another general contractor or sub-contractor to perform all or a substantial amount of the work that would normally be expected of the general contractor, this three percent (3%) profit and overhead figure would be the total applying to all such parties. Specifics shall be negotiated in the design-build agreement. The contract will set forth specific items allowable as general conditions. Items (3) or allocations that would normally be allocated to overhead for general contractors with larger firms doing multiple projects shall not be eligible for reimbursement as general conditions cost of work. Should the Developer contract with another general contractor or sub-contractor to perform all or a substantial amount of the work that would normally be expected of the general contractor, the terms of this Subsection 4.08 would govern the total general conditions applying to all such parties. The contract will set forth a maximum total amount (or a percentage of (4) construction costs) for reimbursable general conditions, inclusive of the following factors: A maximum total amount (or a percentage of construction cost) for (i) general contractor's personnel costs allocable to general conditions as a cost of the work. The preliminary estimate for this maximum, subject to further review, is four percent (4%) of hard costs.

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A maximum payment and performance bond fee of one percent (1%) to (ii) general conditions as a cost of the work. Any fee amount over that will be paid by the general contractor from its fees.

(5)

Personnel costs for preconstruction services will not be reimbursable with the

following exceptions: construction personnel may be part of the charge for services under the (i) Development Fee during the period before the availability of the Public Financing (though no adjustment to the total amount of the Development Fee will ensue from such allocation); and (ii) construction personnel costs for preconstruction services reasonably allocable to a portion of the work for which the Developer receives a guaranteed maximum price contract may be charged as part of the general conditions for that project within the limits set for such costs.

(6) Upon engaging personnel, the Developer shall designate them as either development or construction personnel, subject to CMPA's review and approval, which shall not be unreasonably withheld. Only charges for Developer personnel designated as construction personnel shall be allocable as a cost of the work under general conditions. The contract will provide for a contractor-controlled contingency of four percent (7) (4%) of hard costs, and an owner-controlled contingency in the same amount shall be allocated to CMPA. Application of contingency funds shall be subject to approval by CMPA, which shall not be unreasonably withheld. Insufficient budget to support the Site Preparation Project and Public lmprovements may require an adjustment to these contingencies, in light of designlengineering considerations that can be better assessed as the design process proceeds. The contract will provide that, should the actual cost of construction be less than (8) the guaranteed maximum price, the Developer shall return one hundred (100%) of such cost savings to CMPA for use on the Project. Once CMPA and the Developer have executed a design-build contract with a (9) guaranteed maximum price for any portion of the Project covered by that contract, such contract may not be terminated except as specifically provided in that contract. (10) The design-build contract will provide for the Developer, or its constituent members, to guaranty, insure, or otherwise set aside funds for one (1) year after final completion of the Public lmprovements to cover warranty risk. No later than the latter of three (3) months after the Effective Date of the (11) Agreement or two (2) months after the Public Financing, the Developer shall provide CMPA with a letter of intent, with an authorization by an attorney in fact attached, from a surety company with an A-rated Best rating that the company would provide the Developer with a payment and performance bond for the type and scale of construction project(s) or contract(s) contemplated in this Agreement. The payment and performance bond must be issued by a surety company with an A-rated Best rating. The Developer shall maintain its status as a Design-Build Contractor throughout (12) the term of the relevant design-build contract. If the Developer acts as a Design-Build Contractor, the parties acknowledge and agree (d) that the CityICMPA will require an owner's representative to perform duties that the Developer would otherwise perform. Unless the Developer acts a Design-Build Contractor for at least one portion of the construction, it will perform as owner's representative with respect to all work on the Site Preparation Project and the Public lmprovements and shall be entitled to an increased Development Fee as provided in Section 2.06(a)(l) hereof. The Developer shall not perform as owner's representative for any portion of the Site Preparation Project or the Public Improvements for which it is the Design-Build Contractor.

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Section 4.09 Citv Not in Privitv with Contractors. The City shall not be deemed to be in privity of contract with the Developer or any Contractor or provider of services with respect to the construction of any part of the Site Preparation Project or the Public Improvements. However, as the ultimate owner of the Public lmprovements and Property on which the Private lmprovements are constructed, the Developer and CMPA shall afford the City the right to timely approve or reject any (i) amendments to this Agreement, (ii) the management agreement and amendment(s), (iii) contracts entered with any Contractor or Design-Build Contractor, and (iv) land pricing determination(s). The criteria for approving or rejecting such matters shall be consistent with this Agreement. CMPA shall collaborate with the City as a condition to CMPA's action and decision-making in connection with the establishment and approval of all land pricing determinations. Section 4.10 Pavment of Contractors and S u ~ ~ l i e r sAgreements . between the Developer and a Contractor, or between CMPA and the Developer as Design-Build Contractor, for the Site Preparation Project or for the Public lmprovements will provide that:

A Contractor shall promptly pay, or cause to be paid, all moneys due and legally owing to (a) all persons doing any work or furnishing any materials, fuel, machinery or supplies to that Contractor in connection with construction of the Site Preparation Project or the Public lmprovements for which that Contractor is responsible. There shall not be a breach of this Section 4.10 unless and until a lien is filed arising out of the Site Preparation Project or the Public lmprovements and the Contractor fails to comply with the requirements described herein. The payment by the Contractor of the amount required to satisfy any liens against the (b) Project Site shall be subject to the Right to Contest as provided in Section 13.01 hereof. If however, because of any act or omission of the Contractor or subcontractor, any mechanics' or materialmen's lien or other lien for labor, material, fuel, machinery or supplies shall be filed against the Project Site, the Contractor shall promptly cause the same to be cancelled and discharged of record, bonded off or insured against. During the construction of Site Preparation Project and the Public Improvements, the (c) Contractor shall comply with all laws, ordinances, codes and regulations then applicable to its work. Contractor shall have the right, after written notice to the Developer, to contest by appropriate legal proceedings conducted in good faith, the validity or applicability of any such law, ordinance, code or regulation, and to delay compliance therewith pending the prosecution of such proceeding, provided that such contest shall be in accordance with the Right to Contest provisions of Section 13.01 hereof. ARTICLE V. SITE PREPARATION PROJECT AND PUBLIC IMPROVEMENTS BUDGET AND FINANCING. Section 5.01

Budaet.

The parties agree that the City's obligation to pay the costs of designing, constructing and (a) installing the Site Preparation Project completed under the terms of this Agreement, the Public lmprovements completed under the terms of the Master Lease and to pay other costs (including soft costs) eligible to be paid from the net proceeds of the Bonds will not exceed Forty Million Dollars ($40,000,000) in the aggregate, plus any other funds obtained by the City for the Public Improvements. (1) The parties acknowledge that the City and CMPA have incurred certain expenses that will be paid from the proceeds of the Bonds, resulting in not more than Thirty Eight Million Dollars ($38,000,000) of proceeds available for the Public lmprovements Budget. The parties acknowledge that the Public lmprovements Budget will include an (2) owner's contingency of four percent (4%) of hard costs.

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The parties acknowledge that the Public lmprovements Budget will include Six (3) Hundred Thousand Dollars ($600,000) for owner's representative and supporting services (e.g., cost estimation, design review); provided, however, that unless the Developer acts as a Design-Build Contractor for at least one portion of the Site Preparation Project or the Public lmprovements in accordance with Section 4.08 hereof, this budget amount shall be reduced to Four Hundred Seventy Five Thousand Dollars ($475,000) and the difference shall be applied to the Development Fee as described in Subsection 2.06(a)(l) hereof. Based on the understandings outlined in Subsection 5.01(a), the Developer has prepared (b) the Public lmprovements Budget, which sets forth the estimated Site Preparation Project Costs and estimated Public lmprovements Costs, a copy of which is attached to this Agreement as Exhibit "F." The Public lmprovements Budget includes the Developer's direct costs, including construction costs. The Developer may recommend to CMPA changes to the Public lmprovements Budget as a result of preparation of the plans and specifications or actual costs of the design, construction, and installation of site work and improvements constituting the Site Preparation Project and the Public Improvements. Any changes proposed by the Developer from time to time to the Public lmprovements Budget shall be reviewed by CMPA and shall be approved by CMPA prior to commencement of any construction on the Project Site. The Developer covenants and agrees with CMPA that it will monitor the costs of the Site (c) Preparation Project and the Public lmprovements and will not exceed any component of the Public lmprovements Budget without the express approval of CMPA. Any agreements or contracts between the Developer and any Project Professionals or Contractors shall expressly state that the amount(s) to be paid to the Project Professionals or Contractors pursuant to such agreement or contract shall be subject to the Public lmprovements Budget. The Developer shall be timely reimbursed upon presentment up to One Hundred and (d) Fifty Thousand Dollars ($150,000) for reasonable, actual and verifiable approved costs incurred by the Developer for substantive work performed before the Effective Date and necessary for the Site Preparation Project and the Public Improvements, such as design and engineering efforts and preparation of Project documentation, including but not limited to this Agreement and associated implementing documents, but excluding proposal preparation. This subsection shall not be construed as a limitation or condition precedent to any right of the Developer to payment pursuant to Subsection 12.05(e) hereof. Section 5.02

Public lm~rovementsFinancing.

The Site Preparation Project Costs and the Public Improvements Costs shall be paid (a) from the Public Financing. CMPA covenants and agrees with the Developer to exercise its best efforts to obtain lawfully available funds in sufficient amounts to pay the Public lmprovements Costs and to have such funds available when needed to pay such costs. Notwithstanding any other provision in this Agreement to the contrary, in the event the Public Financing does not materialize and the Project does not proceed, the Developer shall be entitled to a payment as provided in Subsection 12.05(e) hereof. Should CMPA not have sufficient funds, or expect to not have sufficient funds, available (b) to it to pay the Site Preparation Project Costs and Public lmprovements Costs when needed, then CMPA shall promptly so notify the Developer and direct the Developer to revise the Site Preparation Project Plans and Specifications, the plans and specifications for the Public Improvements, and the Public lmprovements Budget to reduce the costs thereof to the amount of the Public Financing, subject, however, to the following: Provided there is no default under this Agreement or any other agreement associated with the development of the Project, if the Developer receives any such notice, it shall have the right, for a period of one (1) year, to raise public funds and/or private funds to complete the Project in accordance with the original plans and specifications. The Developer shall have the right to extend the period for raising such funds for a period of an additional year on written notice to CMPA at any time prior to the end of the initial one-year term.

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In no event shall the obligations, either express or implied, of CMPA under the provisions (c) of this Agreement to pay the Site Preparation Project Costs or the Public lmprovements Costs be or constitute a general obligation or indebtedness of the City, or a pledge of the ad valorem taxing power of the City, within the meaning of the Constitution of the State of Florida or any other applicable laws, but shall be payable solely from the Public Financing. No person or entity, including, but not limited to, the Developer, any construction lender, or any Contractor, subcontractor, materialman, or supplier for any part of the Project, shall have the right to compel the exercise of the ad valorem taxing power of the City or any other governmental entity on any real or personal property or taxation in any form to pay the City's obligations or undertakings hereunder. Section 5.03 Developer-IdentifiedSources of Financing. The parties recognize that, given the Design Criteria, the limits on Public Financing, and the economic and market conditions current as of the Effective Date, additional Project financing might be necessary to support and deliver a Project that satisfies all stakeholders. As a good faith effort to help ensure Project success, the Developer shall have the option, but not the obligation, to seek funds for use for the Public Improvements. The Developer is authorized to and may seek grants or other contributions beneficial to the Project; provided, however, that the Developer shall keep CMPA reasonably informed of its efforts. Section 5.04

Payment of Public Improvements Costs.

Within thirty (30) days of the Effective Date, CMPA will create, or cause to be created, the (a) Construction Fund in which CMPA will make, or cause to be made, deposits from time to time so that there are sufficient funds on deposit in the Construction Fund to pay the Site Preparation Project Costs and the Public lmprovements Costs. The moneys in the Construction Fund shall be applied to the payment of the Site Preparation Project Costs and Public lmprovements Costs. All income earned from the investment of funds held in the Construction Fund, if any, shall be retained in the Construction Fund and expended to pay the Site Preparation Project Costs and the Public lmprovements Costs. As the Developer receives invoices or the equivalent from Project Professionals, (b) (1) Contractors and other vendors for goods or services in connection with the Site Preparation Project and the Public Improvements, the Developer shall submit to CMPA a Payment Request. Such request shall be in writing in a form or on a form prescribed by CMPA and submitted to CMPA for payment from the Construction Fund. Payment requests may be submitted not more frequently than once each month and shall be presented by Developer to CMPA on or before the isth day of each calendar month for amounts to be reimbursed during the period up to and including the last day of the previous calendar month. If a Payment Request is received by CMPA after said date, then the progress payment shall be requisitioned for the following payment period. CMPA will make payments from the Construction Fund in response to a Payment (2) Request in accordance with the Florida Prompt Payment Act, ss. 218.70, Florida Statutes, et seq. The Payment Request shall be signed by the Authorized Representative of the Developer (c) and shall state to whom the payment is to be made, the amount of the payment, the purpose in reasonable detail for which the obligation to pay was incurred, the obligation stated in the Payment Request has been incurred by the Developer for the benefit of CMPA for completion of the Site Preparation Project and development of the Public Improvements, each item is a proper charge against the cost for the completion of the Site Preparation Project and the Public lmprovements Costs, and the obligation has not been the basis for a prior Payment Request that has been paid. The invoice or equivalent that is the basis for a Payment Request shall accompany the Payment Request submitted to CMPA. CMPA shall determine if the Payment Request is in proper form, includes required (d) Information, is for a Site Preparation Project Cost or Public Improvement Cost, is within the Public lmprovements Budget, and is appropriately documented to the satisfaction of CMPA. If CMPA determines the Payment Request satisfies the conditions in this section, then it shall promptly process the Payment

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Request for issuance of a check or other means of payment (e.g., wire transfer, electronic transfer) to pay the obligation(s) set forth in the Payment Request. If CMPA determines the Payment request does not satisfy the conditions in this section, then it shall return the Payment Request to the Developer with a statement of the reason(s) for CMPA declining to approve the request. The procedure outlined in this Section 5.04 for making payments from the Construction (e) Fund is subject to, and may be superseded and replaced by, procedures and requirements set forth in the Financing Documents. Section 5.05

Re~ortinaand Auditing.

The Developer shall annually supply anticipated operating budgets to CMPA and offer on (a) a quarterly basis to supply associated summary financial position documentation related to the management and operation of the Public lmprovements for which the Developer has contracted to operate and manage. CMPA may, in its discretion, conduct or cause an independent accounting firm to conduct (b) an audit of the Developer's financial records for any fiscal year relating to the Public lmprovements that the Developer has contracted to operate and manage. The cost of such audit shall be paid by CMPA. The Developer agrees to cooperate with such audit and to provide all financial and other records to the auditing entity. ARTICLE VI. SUB-LEASE OF PROJECT SITE. Section 6.01

Sub-Lease.

As the lessee under the Master Lease (2006), and at the appropriate time for timely and (a) effective delivery of the Private Improvements, and subject to Subsection 6.01(d) hereof, CMPA shall enter into the Sub-Lease with the Developer, in the form attached hereto as Exhibit "G". The Sub-Lease will not commence until satisfaction or waiver of the conditions set forth in Section 11.01 below and Paragraph 7 of the Sub-Lease. The rent for the lands associated with the Private lmprovements shall be determined as (b) set forth in this Subsection 6.01(b). Given the anticipated timing of the Private Improvements, and the currently (1) depressed real estate market, estimating reasonable land pricing over a long term is problematic. Accordingly, the parties agree to employ a future land pricing approach to periodically determine land pricing (as a capital value of a fee simple interest) and resulting rental rates, as opposed to setting the rates in advance. (2)

The land pricing approach shall be governed by the following principles.

The land pricing will be set on a per buildable square foot basis for a (i) matrix of potential uses to be determined by the Developer (for example, residential, office, retail, restaurant, hotel, other). Land pricing will be set for the different uses at waterfront versus non(ii) waterfront locations, as defined in the pricing determination. than raw land.

(iii)

Land pricing would recognize that the land is improved parcels rather

Land pricing shall assume adequate proximate parking is available to the (iv) Private lmprovements on that parcel and shall attribute no development cost to creating parking.

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Land pricing will place primary emphasis on a residual value approach, (v) that is, an economic analysis of what land pricing could be supported by development of different kinds based on reasonably anticipated revenues, expenses, development costs, and Developer profit. (vi) Land pricing for a particular building will be determined based on applying the dollar-per-square-foot pricing to the square footages attributed to the use components. (vii) For each matrix use (waterfront and non-waterfront), the land price setting will provide estimated land pricing per gross buildable square foot. All references to "gross buildable square feet," "buildable square feet," or "gross building area" in this Subsection 6.01(b) refer to the gross area of enclosed building (excluding balconies or other outdoor spaces) that is habitable (usable for occupancy or common area but excluding parking area). (3)

The land pricing approach shall comply with the following process.

At the time(s) of its choosing, the Developer shall initiate the process to (i) price land associated with that portion of the Private Improvements which commences within thirty (30) months of the pricing determination. The Developer shall provide the CityICMPA at least forty-five (45) days notice that it anticipates presenting a land pricing determination proposal. (ii) The Developer shall present its land pricing proposal, including supportive analyses in reasonable detail to the CityICMPA. The land pricing proposal shall distinguish between the matrix of uses (waterfront and non-waterfront) and it shall provide analyses supporting the proposed land pricing. The CityICMPA shall review the Developer's land pricing proposal, either (iii) on its own or with an advisor chosen by the CityICMPA. During its period of review, the CityICMPA shall have the opportunity for reasonable question and answer with the Developer. At the end of the review period, if agreement is reached, the CityICMPA shall approve the land pricing determination, either as proposed or as mutually agreed upon, which shall conclude the process under this Subsection 6.01(b)(3). The CityICMPA shall complete its review of the land pricing proposal within the later of sixty (60) days following the later of the Developer's presentation of its proposal or forty-five (45) days from the Developer's notification of its intent to initiate the price setting proposal pursuant to this Subsection 6.01(b)(3). At the Developer's discretion, the deadline for the CityICMPA to complete its review may be extended. If agreement is not reached, the CityICMPA and the Developer shall (iv) submit their respective land pricing proposals and supportive analyses to a mutually-agreeable third-party advisor recognized as expert in developmental land economics; provided, however, that the third-party advisor shall not be any Person who advised, consulted with, or participated with the Developer, CMPA, or the City concerning the Project before the Effective Date of this Agreement. The third-party advisor shall then choose one or the other land pricing proposal, which shall be the applicable land pricing for that period. Each party shall pay for its own costs in the process and share equally the costs of the third-party advisor, if required. If the Developer, at its sole option, elects to proceed with developing any portion (v) of the Private Improvements, the parties agree to be bound irrevocably by, and to accept, the land pricing determined by the process outlined in this Subsection 6.01(b)(3), and they waive and shall not pursue any further dispute resolution process relating to this issue, either under ARTICLE XIV hereof or otherwise. If the Developer determines that it is not economically feasible to proceed with developing the proposed portion of the Private Improvements, then it may decline to do so at its sole option. The land pricing determined by the process outlined in Subsection 6.01(b)(3) (4) shall then be converted to Sub-Lease rates per gross buildable square foot in one of two ways: either as described in Subsection 6.01(b)(5), if substantial construction starts on the relevant Parcel within the thirty

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(30) month period of the initial land price setting; or, as described in Subsection 6.01(b)(6), if substantial construction starts on the relevant Parcel after the thirty (30) month period of the initial land price setting. In either case, if the parcel includes structured parking, the lease rate per gross buildable square foot shall then be subject to adjustment under Subsection 6.01(b)(7). For any Parcel upon which substantial construction starts within the thirty (30) (5) month period of the initial land price setting, the Sub-Lease rates per gross buildable square foot for the first year shall be seven percent (7%) of the land price, except that for any Parcel developed with a building including a residential component, the Sub-Lease payment for the first year shall be a percentage of the land price, which percentage shall be the weighted average of the gross building area attributable to the non-residential component multiplied by seven percent (7%) and the gross building area attributable to the residential component multiplied by six percent (6%). Sub-Lease payments shall escalate annually thereafter at two percent (2%). (For example, if the land pricing determination for residential use is determined to be $10 per buildable square foot and the land pricing for a nonresidential use is determined to be $20 per buildable square foot, then if the development were to start substantial construction within the 30 month period of the initial price setting, and if the building to be constructed on the parcel included a total of 20,000 square feet of gross building area, with 10,000 square feet attributable to each of the two use components, then the first year Sub-Lease payment would be $19,500, based on the following calculations: land price on a capitalized basis at $300,000 ($10 x 10,000 square feet plus $20 x 10,000 square feet); conversion to initial Sub-Lease year lease rate at 6.5% (50% nonresidential @ 7.0% and 50% residential @ 6.0%). The second year Sub-Lease payment would be $19,890 ($19,500 x 102%).) For any Parcel upon which substantial construction starts after the thirty (30) (6) month period of the initial land price setting, the percentage(s) applied to the land prices to determine the Sub-Lease rates and the annual escalation rate shall be set at the time of the land pricing determination as follows. The Sub-Lease payment percentage shall be based upon the Overall (i) Capitalization Rates reported in the most recent edition of the Korpacz Real Estate Investor Survey published quarterly by Price Waterhouse Coopers. Specifically, the Sub-Lease payment for the first year shall be a percentage of the land price, which percentage shall be set at the average of the Average Overall Capitalization Rates reported for the most recent quarter for national CBD Office and national Apartment plus one-half percent (0.5%), except that for any Parcel developed with a building including a residential component, the percentage shall be the weighted average of the gross building area attributable to the non-residential component multiplied by the average of the Average Overall Capitalization Rates reported for the most recent quarter for national CBD Office and national Apartment plus one-half percent (0.5%) and the gross building area attributable to the residential component multiplied by the average of the Average Overall Capitalization Rates reported for the most recent quarter for national CBD Office and national Apartment less one-half percent (0.5%). Should, at any time, the Korpacz report cease publication, the parties would agree on a comparable source for such information, and if they cannot agree on such a source, the determination would be made by following the third-party expert advisor process outlined in Subsection 6.01(b)(3). (ii) The annual escalation rate shall be set at the rate of increase in Consumer Price Index - Urban Consumers (CPI-U) for the most recent twelve (12) month period prior to the land price setting determination (that is, CPI-U for the most recent reported month divided by CPI-U for the month that is twelve (12) months prior to the most recent month) less one percent (1%). The Sub-Lease rates per gross buildable square foot determined under either (7) Subsection 6.01(b)(5) or Subsection 6.01(b)(6) shall be subject to further adjustment as provided in this Subsection 6.01(b)(7), if development of such Parcel incorporates structured parking or Developer's funding of surface or structured parking improvements on land not yet Sub-Leased. In that case, the pricing for that Parcel shall be adjusted to reflect the additional cost of such parking beyond what was assumed in the pricing determination after subtracting from that amount the value of any public funds or subsidy provided to the development project either for improvements on that Parcel or elsewhere (e.g. if

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parking improvements are not located on the subject Parcel). Any such adjustment shall not reduce land Sub-Lease payments for other Parcels without the authorization of CMPA. To initiate the process to determine the cost difference attributable to structured or surface parking, the Developer shall present to CMPA for its review a proposed adjustment with relevant construction and development analyses. To reach agreement on the cost difference, he parties shall then follow the process outlined in Subsection 6.01(b)(3). CMPA shall cooperatively negotiate with the Pelicans and with UWF separate subleases (c) or agreements relating to the Project. The separate subleases and agreements shall (i) be consistent with this Agreement and the Sub-Lease, (ii) contain timelines and conditions for advancing the overall vision of, and vertical construction within, the Project, and (iii) provide for contingencies in the event such timelines or conditions are not satisfied. UWF shall be responsible for managing its own facilities, unless otherwise agreed between UWF and the Developer pursuant to separate agreement. This Agreement creates no obligation on behalf of the Developer with respect to the management of UWF projects or facilities (specifically, the Maritime Museum, the Maritime Research Facility, the Multi-Cultural Center, or the Amphitheater). The parties acknowledge that Studer will have an option for a limited time to sublease (d) directly from CMPA land upon which to construct an officelmixed use building consistent with the Design Criteria. CMPA will use best efforts to coordinate with the Developer in the selection of the site for Studer and its integration into the overall Office Project. CMPA, the Developer, and Studer shall cooperate to agree, if possible, on mutually acceptable locations andlor parameters for siting the Studer office building. The building shall be designed in conformance with the Design Criteria. In no event shall the Studer office building's footprint exceed twenty thousand (20,000) square feet, without the Developer's prior written agreement. Any Parcel, or portion of a Parcel, sub-leased to Studer shall conform to the conditions of Section 6.02(d). The parties acknowledge that the Project is intended to encourage a vibrant mix of uses (e) and design compatible with promoting an active pedestrian experience. Toward this end, the following general use and design principles shall guide the parties. Ground floor space facing streets that are planned to encourage pedestrian (1) activity shall be designed and constructed in such a manner as to accommodate viable street-oriented retail or restaurant use by means of shop window frontages, entries directly accessing the street, and other design features. These spaces shall be sub-subleased for retaillrestaurant or other active uses if, in the Developer's consideration, such use makes economic sense in the context of market, financial, and development realities. Upper floor residential use and hotel shall be developed if, in the Developer's (2) consideration, such use makes economic sense in the context of market, financial, and development realities. The Developer and any sub-sublessees will maintain all portions of the Sub(3) Leased Property in a neat and orderly condition, free of trash and debris, suitable for use as a part of the Project. (4)

The definitions of use shall be as described in the City's zoning code.

The determination of the Sub-Lease payment for each Sub-Lease Parcel shall be calculated (5) based upon the respective capital value land pricing and lease rate conversion percentages applicable to the component land use allocations comprising the specific program of the private improvements developed upon that Parcel as described above in this section 6.01 and further clarified as follows. This determination shall be made based upon the design and use program approved by CMPA prior to Parcel Sub-Lease commencement. Unless Sub-Lease commitment(s) are in place at that time that would indicate otherwise, the Sub-Lease payment attributable to ground floor space designed and constructed in such a manner as to accommodate viable street-oriented retail or restaurant use as per Paragraph

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6.01 (e) (1) shall be calculated based upon the retaillrestaurant land pricing being attributed to half that space and the office land pricing being attributed to the other half. Thereafter, to the extent that more than half of such space is occupied by retaillrestaurant tenants (other than waterfront restaurant) in a given year, Sub-Lessee may, at its option, request a downward adjustment to that year's rent based on the application of the retaillrestaurant land pricing used in the original Sub-Lease payment determination for that Parcel (as adjusted by annual escalation) to the actual portion of such space that is so occupied over the course of that year. Such request would be approved subject to CMPA verification of supporting material submitted by Sub-Lessee. The adjustment would be made in the form of a credit against the following year's Parcel Sub-Lease payment.

Section 6.02

Parcels.

The Project Site consists of approximately thirty (30) acres and has, for purposes of the (a) development of the Project and the Sub-Lease of parts of the Project Site for development of the Private Improvements and the Public Improvements, been divided into Parcels, which are depicted on the Parcel Plan. The Parcels are identified on the initial Parcel Plan attached hereto as Exhibit "B" for the (b) uses identified thereon. The Parcel Plan may be changed from time to time upon recommendation by the (c) Developer to CMPA and approval of such changes by CMPA. Any changed, amended or revised Parcel Plan shall be substituted for the Parcel Plan attached hereto as Exhibit "B". The surface area and limits of the parcel shall be substantially identical to the footprint of (d) the building and minor ancillary exterior improvements constructed thereon in keeping with the urban nature of the contemplated development, and the location and layout of the building shall be established in a manner that does not result in remnant land not suitable for development. The Parcels shall not include surface parking area(s). Section 6.03 Notice of Intention to Sub-sublease. If prior to the Sub-Lease Commencement Date the Developer has negotiated a Sub-sublease with another for one or more Parcels, then the Developer shall give notice thereof to CMPA and present the terms of the Sub-sublease to CMPA for review and approval, which approval shall not be unreasonably withheld. A Sub-sublease shall not go into effect unless and until after the Sub-Lease Commencement Date. Section 6.04

The Develo~er'SRiqht of Access to the Proiect Site.

From the Effective Date until the Termination Date or Expiration Date, CMPA hereby (a) grants to the Developer, subject to the compliance with the indemnity provisions of subsection (c), the right to enter upon the Project Site, together with persons and materials, for the purposes described in subsection (b). The Developer may enter upon the Project Site when authorized as provided in this (b) Section 6.04 for the following purposes: To make physical inspection of the Parcel, including subsurface tests, soil test (1) borings, water surveys, topographical surveys, sewage disposal surveys, drainage, and similar physical determinations; To make an accurate survey of the boundaries of the Parcel, or any part or parts (2) thereof, showing the exact location of any encroachments, easements, rights-of-way, covenants or restrictions burdening or appurtenant thereto, any improvements thereon, and any streets, alleys, thoroughfares, ways and highways bordering the Parcel;

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(3) by the Developer; (4)

To make any other inspections, tests, surveys and appraisals deemed necessary To conduct and to carry out any and engineering studies and operations; and

To show the Parcel, or any part or parts thereof to any prospective tenants, (5) contractors, or other professionals. (6)

To conduct limited, supervised public tours.

In addition to the provisions of Section 8.01 hereof, the Developer shall cause any sub(c) sublessee to agree to indemnify, defend and save harmless CMPA and the City from any and all losses, costs, damages, expenses and reasonable attorneys' fees which the CMPA or City may suffer or incur from damages to person or property as a result of the entering upon the Project Site or any Parcel by the Developer or a sub-sublessee or any of their agents, employees, invitees or representatives. Section 6.05 Sians. Subject to CMPA approval, which shall not be unreasonably withheld, and further subject to applicable law, ordinance, or regulation (including any insurance indemnification or easement requirement), as of the Effective Date and thereafter, the Developer may place one or more signs announcing the Project and containing information about the Developer and the Project upon the Project Site. Such signage shall disclose the participation of the City and CMPA in a manner approved by each of them. ARTICLE VII. INSURANCE. Section 7.01

Insurance Requirements Generally.

All insurance required by this Agreement shall be obtained from financially (a) (1) responsible insurance companies either duly authorized under the laws of the State of Florida to do insurance business in the State of Florida (or subject to legal process in the State of Florida) and shall be issued and countersigned by duly authorized representatives of such companies for the State of Florida. The insurance coverage and limits required shall be evidenced by properly (2) executed certificates of insurance. No less than thirty (30) days' written notice by registered or certified mail must be given the Developer, CMPA, and the City of any cancellation, intent not to renew, or reduction in the policy coverage. The liability insurance coverage required by this Agreement are to be endorsed (3) to be primary to any insurance carried by the City, CMPA (or for the benefit of CMPA) or any selfinsurance program thereof. All of the required insurance coverage set forth in this ARTICLE VII must be (b) (1) issued as required by law and must be endorsed, where necessary, to comply with the minimum requirements contained herein. Renewal certificates of insurance which conform in every respect with the (2) requirements of this ARTICLE VII are to be provided CMPA and the City prior to expiration of current coverage provided that if the renewal certificates are not available prior to the expiration date of current coverage and renewal coverage have been obtained, the Developer will notify CMPA and the City of the identity of the renewal insurance carriers no later than 5 0 0 p.m. on the date of expiration of the then current coverage.

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The person required by this Agreement to obtain any policy of insurance shall (3) cause to be provided to the other party hereto certified true copies of any such insurance policy upon written request of any other party hereto. The insurance coverage and limits required of Contractors under this Agreement (c) (1) are designed to meet the minimum requirements of the Developer. The coverage and limits required of Contractors by this Agreement are not (2) designed by CMPA or the City as a recommended insurance program for the Developer. (d) (1) Each Contractor alone shall be responsible for the sufficiency of its own insurance program. Neither CMPA nor the City will in any way be responsible to the Developer or any Contractor for any inadequacy of a Contractor's overall insurance program. The City is self-insured and shall be responsible for the sufficiency of its (2) insurance program. The Developer will in no way be responsible to the City, CMPA, or any other party for any inadequacy of the City's or CMPA's overall insurance program. The Developer shall maintain the same types and levels of insurance as required of (e) Contractors under Section 7.02 hereof. Section 7.02

Insurance Durinq Construction of the Proiect.

Beginning on the Site Preparation Project Commencement Date and continuing until the (a) Site Preparation Project Completion Date, except as otherwise expressly set forth herein, the Developer shall cause each Contractor to provide or cause to be provided, pay for and keep in full force and effect insurance policies satisfying the requirements of the types and amounts of insurance described in Section 7.02(b) below. All policies of each Contractor shall provide that the Developer, CMPA, and the City are named as an additional insureds as to the operations of the Contractor under the contract with the Developer and shall also provide the "Severability of Interests Provision." The following minimum insurance coverage is required to be obtained and maintained by (b) each Contractor for the Site Preparation Project and, after execution of the Sub-sublease, for each Parcel from the Commencement Date until the Completion Date as to that Parcel: Workers' compensation and employer's liability insurance for all employees (1) engaged in work under a contract with the Developer in accordance with the laws of the State of Florida, whether legally required or not. The amount of the employer's liability insurance shall not be less than: Employer's Liability $1,000,000 Limit Each Accident $1,000,000 Limit Disease Aggregate $1,000,000 Limit Disease Each Employee If any class of employees engaged in work under this Agreement is not protected under the applicable workers' compensation law, but is protected under some other statutory form of employee protection, the Contractor shall be required to provide similar protection for all such employees as required by applicable law. If applicable to each component of the Project, coverage must be provided as required by the U.S. Longshoreman's and Harbor Worker's Compensation Act.

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Commercial general liability insurance with a limit of not less than that necessary (2) to comply with the umbrella or excess liability policy required in Section 7.02(b)(4) as to primary liability coverage and limits. Coverage shall include personal injury, contractual liability for the construction contract; independent contractors; broad form property damage including completed operations; and products and completed operations coverage and shall include coverage for "(X) Explosion," "(C) Collapse," and "(U) Underground Property Damage Liability" exposures. The Developer shall require that a Contractor maintain "Completed Operations Liability Coverage" for a period of three (3) years following the Completion Date in an amount not less than $3,000,000 combined single limit per occurrence and aggregate as provided herein and in the umbrella or excess liability policy as provided in Section 7.02(b)(4). This insurance coverage shall be issued on an "occurrence" basis. (3) Automobile liability insurance with a limit of not less than that necessary to comply with the umbrella or excess liability policy required in Section 7.02(b)(4) as to primary liability coverage and limits. Coverage shall be in accordance with the laws of the State of Florida as to the ownership, maintenance, and use of vehicles, including all owned, non-owned, leased, or hired vehicles. (4) Umbrella liability insurance or excess liability insurance in addition to the required primary comprehensive general liability, automobile liability, and employer's liability coverage with a limit of not less than: Bodily Injury, Personal Injury & Property Damage Liability--$3,000,000 Combined Single Limit per Occurrence & Aggregate This insurance coverage shall be issued on the "occurrence basis." The Developer shall require each Contractor to either name the Developer, (5) CMPA, and the City as additional insureds or require the Contractor to provide an Owners and Contractors Protective Liability lnsurance in a form acceptable to the Developer, CMPA, and the City.

(6)

Builder's risk insurance shall be purchased, kept in full force and effect, and paid

for by the Contractor. The Amount of lnsurance is to be 100% of the completed value of the work described in the construction contract for that part of the Project. Such coverage will additionally include an amount equal to 10% of the Amount of lnsurance of the completed value of the work described in this Contract for materials and equipment stored off the construction site, in transit or delivery, including loading and unloading. The limits of insurance shall additionally include any damages suffered by the City due to any delay of completion of the work described in this Agreement caused by an insurable loss. The policy must be specifically endorsed to eliminate any "Occupancy" clause or similar warranty or representation that the premises in the course of construction shall not be occupied or used without specific endorsement of the policy. The policy must be endorsed to provide that the Builder's Risk Coverage will continue to apply until final acceptance of the work described in this Agreement by the City, which acceptance shall not be deemed to have been made solely on account of occupancy of any portion of the premises by the City. Such Builder's Risk Coverage shall have a maximum deductible of $25,000 each claim. The Contractor shall also be responsible for any and all claims which fall within the deductible amounts. The City shall be listed as a Named Insured by endorsement on the policy as well as the Certificate of lnsurance and a certified copy of the policy shall be supplied to the City. The policy shall contain a "Waiver of Subrogation" clause in favor of the Developer, CMPA, and the City, any subsidiaries or affiliates, its elected and appointed officials, employees, volunteers, representatives, and agents which would waive any subrogation against any of

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them. The policy shall contain no exclusion which would exclude damage or loss caused by breakage, freezing, temperature extremes or temperature change, water, flood, leakage, or seepage, or, if any of such risks are excluded from the primary policy, coverage for such risk shall be provided by a separate policy or policies which otherwise comply with provisions of this Agreement. (7) Other insurance coverage may be required when unusual operations are necessary to complete the construction of the Project, including, but not limited to, use of aircraft (including helicopters and balloons), pile drivers, cranes, barges, underwater equipment or explosives, and any other high risk circumstances. No aircraft or explosives shall be used without prior written notice to, and approval by, CMPA and the City. Minimum insurance coverage and limits shall be determined at the time of such advance written notice at the sole discretion of CMPA. Section 7.03 Waiver of Subroqation Requirement. The Developer, with respect to construction of each part of the Project, shall cause each Contractor's insurance carriers to agree to a joint waiver of Subrogation with respect to builders risk insurance covering said construction project, which waivers shall include the Contractors and all subordinate contractors. If requested by CMPA or the City, the Developer shall furnish to CMPA a certified true copy of any of the respective builders risk insurance policies required by this Agreement with copies of all endorsements added during the policy term. Section 7.04 lnsurance After Com~letionof Construction. Upon completion of the Site Preparation Project and after the Sub-Lease Commencement Date, the Developer shall maintain insurance as required by the Sub-Lease. Section 7.05 Insurance Exclusive of Indemnitv. The insurance obligations of the Developer and CMPA specified in this ARTICLE VII are exclusive of, and in addition to, any and all indemnity obligations of the Developer and CMPA under this Agreement. ARTICLE VIII. INDEMNIFICATION.

31

Section 8.01

Indemnification by the Develo~er.

32 In consideration of the promises and covenants made herein, the Developer agrees to (a) indemnify, defend and hold harmless, CMPA and the City, their respective agents, officers, or employees from any and all liabilities, damages, penalties, judgments, claims, demands, costs, losses, expenses or attorneys' fees through appellate proceedings, for personal injury, bodily injury, death or property damage arising out of, or by reason of any act or omission of the Developer, its agents, employees or contractors arising out of, in connection with or by reason of, the performance of any and all services covered by this Agreement, or which are alleged to have arisen out of, in connection with or by reason of, the performance of any and all services covered by this Agreement. The Developer's indemnity obligations under subsection (a) shall survive the earlier of the (b) Termination Date or the Expiration Date, but shall apply only to occurrences, acts, or omissions that arise on or before the earlier of the Termination Date or the Expiration Date. The Developer's indemnity hereunder is in addition to and not limited by any insurance (c) policy and is not and shall not be interpreted as an insuring agreement between or among the parties to this Agreement. Notwithstanding any provision in this Agreement or any other, the parties expressly (d) intend and covenant that the Developer shall not be liable for any pre-existing environmental conditions, and the Developer shall not be liable for, and shall not indemnify CMPA or any other person for, the presence of any hazardous substance on, under, or adjacent to any Parcel prior to the Commencement Date of construction work on the Parcel. For purposes of this Subsection 8.01(d), "hazardous substance" shall have the meaning ascribed by any federal, state, county, or local law of any nature regulating, relating to, or imposing liability or standards of conduct concerning any substance designated as a

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"hazardous substance," "hazardous waste," "hazardous material," "toxic substance," "solid waste," "pollutant," "contaminant" or similar term describing other harmful or potentially harmful properties or effects. Section 8.02

Indemnification by CMPA.

CMPA agrees to indemnify, defend and hold harmless, the Developer, its respective (a) agents, officers, and employees from any and all liabilities, damages, penalties, judgments, claims, demands, costs, losses, expenses or attorneys' fees through appellate proceedings, for personal injury, bodily injury, death or property damage arising out of, or by reason of, any act or omission of CMPA, its respective agents or employees arising out of, in connection with or by reason of, the performance of any and all services covered by this Agreement, or which are alleged to have arisen out of, in connection with or by reason of, the performance of any and all services covered by this Agreement. CMPA shall indemnify, defend and hold harmless the Developer, its agents, officers, and (b) employees from any and all liabilities, damages, costs, penalties, judgments, claims, demands, losses, or expenses (including, but not limited to, actual attorneys' fees and engineering fees) arising from or attributable to any breach by CMPA, as the case may be, of any representations or warranties contained in Section 10.01, or covenants contained in Section 10.02. CMPA's indemnity obligations under this Section 8.02 shall survive the earlier of the (c) Termination Date or the Expiration Date, but shall only apply to occurrences, acts or omissions that arise on or before the earlier of the Termination Date or the Expiration Date. CMPA's indemnity hereunder is not and shall not be interpreted as an insuring agreement between or among the parties to this Agreement, but is in addition to and not limited by any insurance policy. CMPA shall indemnify and hold harmless the Developer for direct damages incurred if (d) the Developer encounters pre-existing hazardous substances (as defined in Subsection 8.01(d) hereof) during the performance of services under this Agreement when the presence of such materials was unknown or not reasonably discoverable. This indemnification shall only be effective if, upon discovery, the Developer immediately stops affected activities and notifies CMPA of the hazardous substance. Section 8.03 Limitation of Indemnification. Notwithstanding anything to the contrary contained herein, with respect to the indemnification obligations of the Developer (as set forth in Section 8.01) and CMPA (as set forth in Section 8.02), the following shall apply:

the indemnifying party's obligations under this Article shall be limited or reduced to the (a) extent that the indemnified party could have reduced its damages or liability through the reasonable mitigation of damages (for example, if the indemnified party's liability is $20.00, but had the indemnified party reasonably mitigated the damages, its liability would be $15.00, then the indemnifying party's obligation to indemnify is limited to $15.00); the indemnifying party shall not be responsible for damages that could have been, but were not, mitigated by the indemnified party; the indemnifying party shall not be responsible for that portion of any damages caused by (b) the negligent, intentional, willful or malicious acts or omissions of the indemnified party, nor those which violate any law; and there shall be no obligation to indemnify hereunder in the event that the indemnified party (c) (1) shall have effected a settlement of any claim without the prior written consent of the Indemnifying party (which consent shall not be unreasonably withheld), or (2) shall not have subrogated the indemnifying party to the indemnified party's rights against any third party by an assignment to the indemnifying party of any cause or action against such third party. Section 8.04 Limitation of Liability. Notwithstanding any other provision expressed or implied in this Agreement, no party will under any circumstances be liable to the other party under any theory of recovery, whether based in contract, in tort (including negligence and strict liability), under warranty, or otherwise, for any

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indirect, special, incidental, or consequential loss or damage whatsoever including without limitation loss of profits or revenue, loss of use or material, equipment or systems, or capital costs. ARTICLE IX. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEVELOPER. Section 9.01 Representations and Warranties. The Developer represents and warrants to CMPA that each of the following statements is presently, and, as of the date of original issuance of the Bonds, will be, true and accurate and agrees CMPA may rely upon each of the following statements:

The Developer is a Florida limited liability company duly organized and validly existing (a) under the laws of the State of Florida, has all requisite power and authority to carry on its business as now conducted, to own or hold its properties and to enter into and perform its obligations hereunder and under each document or instrument contemplated by this Agreement to which it is or will be a party, is qualified to do business in the State of Florida, and has consented to service of process upon a designated agent for service of process in the State of Florida. This Agreement and, to the extent such documents presently exist in form accepted by (b) CMPA and the Developer, each document contemplated or required by this Agreement to which the Developer is or will be a party have been duly authorized by all necessary action on the part of, and have been or will be duly executed and delivered by, the Developer, and neither the execution and delivery thereof, nor compliance with the terms and provisions thereof or hereof: (1) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein; or, (2) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on the Developer. This Agreement and, to the extent such documents presently exist in form accepted by (c) CMPA the Developer, each document contemplated or required by this Agreement to which the Developer is or will be a party constitutes, or when entered into will constitute, a legal, valid and binding obligation of the Developer enforceable against the Developer in accordance with the terms thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws from time to time in effect which affect creditors' rights generally and subject to usual equitable principles in the event that equitable remedies are involved. There are no pending or, to the knowledge of the Developer, threatened actions or (d) proceedings before any court or administrative agency against the Developer which question the validity of this Agreement or any document contemplated hereunder, or which are likely in any case, or in the aggregate, to materially adversely affect the consummation of the transactions contemplated hereunder or the financial condition of the Developer. The Developer has filed or caused to be filed all federal, state, local and foreign tax (e) returns, if any, which were required to be filed by the Developer, and has paid, or caused to be paid, all taxes shown to be due and payable on such returns or on any assessments levied against the Developer. All financial information and other documentation, including that pertaining to the Project (f) or the Developer, delivered by the Developer to CMPA, was, on the date of delivery thereof, true and correct. The principal place of business and principal executive offices of the Developer are in (g) San Antonio, Texas. The Developer has the experience, expertise, and capability to complete the Site (h) Preparation Project and to develop the Project pursuant to the terms of this Agreement and the SubLease.

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(i) Contractor.

As of the date it executes this Agreement, the Developer is qualified as a Design-Build

The Developer shall not alter or modify the Design Criteria in a manner that the final (j) design criteria and construction of the Project triggers the Development of Regional Impact (DRI) requirements of section 380.06, Florida Statutes. Section 9.02 Covenants. The Developer covenants with CMPA that until the earlier of the Termination Date or the Expiration Date: The Developer shall timely perform or cause to be performed all of the obligations (a) contained herein which are the responsibility of the Developer to perform. During each year this Agreement and the obligations of the Developer under this (b) Agreement shall be in effect, the Developer shall cause to be executed and to continue to be in effect those instruments, documents, certificates, permits, licenses and approvals and shall cause to occur those events contemplated by this Agreement that are applicable to, and that are the responsibility of, the Developer. The Developer shall assist and cooperate with CMPA to accomplish the development of (c) the Project by the Developer in accordance with the Plan, this Agreement, and the associated plans and specifications and will not violate any laws, ordinances, rules, regulations, orders, contracts or agreements that are or will be applicable thereto, including the Plan and the Act. The Developer shall promptly cause to be filed when due all federal, state, local and (d) foreign tax returns required to be filed by it, and shall promptly pay when due any tax required thereby. The Developer shall maintain its status as a Florida limited liability company, and will (e) provide a process for management succession to ensure continuity of business management of the Developer, and the successful completion of the Project, and continued operation of the Project. Other than sales and assignments contemplated by this Agreement, the Developer shall (9 not sell, lease, transfer or otherwise dispose of all or substantially all its assets without approval of CMPA and will otherwise take no action which shall have the effect, singularly or in the aggregate, of rendering the Developer unable to continue to observe and perform the covenants, agreements, and conditions hereof and the performance of all other obligations required by this Agreement. Except for the removal of any structures, plants, items or other things from the Project (g) Site after the Commencement Date necessary for construction of the Site Preparation Project to commence and continue, the Developer shall not permit, commit, or suffer any waste or impairment of the Project Site prior to the Termination Date or the Expiration Date. Provided all conditions precedent thereto have been satisfied or waived as provided (h) herein, the Developer shall design, construct and complete the Site Preparation Project such that it is substantially complete as provided in this Agreement. The Developer shall maintain at all times sufficient facilities, expertise, staff, assets and (i) other resources and shall maintain all licenses, permits or other certifications required to perform its duties under this Agreement. ARTICLE X. REPRESENTATIONS, WARRANTIES AND COVENANTS OF CMPA. and Warranties. Section 10.01 Re~reSentati~nS CMPA represents and warrants to the Developer that each of the following statements is currently true and accurate and agrees that the Developer may rely on each of the following statements:

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CMPA is a Florida non-profit corporation duly organized and validly existing under the (a) laws of the State of Florida, has all requisite corporate power and authority to carry on its business as now conducted, town or hold its properties and to enter into and perform its obligations hereunder and under each document or instrument contemplated by this Agreement to which it is or will be a party, is qualified to do business in Florida, and has consented to service of process upon a designated agent for service of process in the State of Florida. This Agreement and, to the extent such documents presently exist in form accepted by (b) CMPA and the Developer, each document contemplated or required by this Agreement to which CMPA Is or will be a party have been duly authorized by all necessary action on the part of, and have been or will be duly executed and delivered by, CMPA, and neither the execution and delivery thereof, nor compliance with the terms and provisions thereof or hereof (1) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein, or (2) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on CMPA. This Agreement and, to the extent such documents presently exist in form accepted by (c) the CMPA and the Developer, each document contemplated or required by this Agreement to which CMPA is or will be a party constitute, or when entered into will constitute, legal, valid and binding obligations of CMPA enforceable against CMPA in accordance with the terms thereof, except as such enforceability may be limited by public policy or applicable bankruptcy, insolvency or similar laws from time to time in effect which affect creditors' rights generally and subject to usual equitable principles in the event that equitable remedies are involved. (d) There are no pending or threatened actions or proceedings before any court or administrative agency against CMPA, or against any trustee of CMPA, which question the validity of any document contemplated hereunder, or which are likely in any case, or in the aggregate, to materially adversely affect the consummation of the transactions contemplated hereunder or the financial condition of CMPA; provided, however, that the parties recognize and acknowledge the pendency of the action styled Keesler v. Community Maritime Park Assocs., Inc., Case No. 2008 CA 003593 in the Circuit Court in and for Escambia County, Florida, in which summary judgment against plaintiffs and in favor of defendant has been granted. (e)

CMPA has not breached the Master Development Agreement (2006) or the Master Lease

(2006). CMPA has procured this Agreement in accordance with the Consultants' Competitive (f) Negotiation Act, Section 287.055, Florida Statutes, and thereby satisfied Sections 4.03(a)(l) and 4.04(a)(l) of the Master Development Agreement (2006) and Section 8.03.01 of the Master Lease (2006). (g) The Design Criteria do not trigger the Development of Regional Impact (DRI) requirements of section 380.06, Florida Statutes. Section 10.02 Covenants. CMPA covenants with the Developer that until the earlier of the Termination Date or the Expiration Date: CMPA shall timely perform or cause to be performed all of the obligations contained (a) herein which are the responsibility of CMPA to perform. During each year that this Agreement and the obligations of CMPA under this Agreement (b) shall be in effect, CMPA shall cause to be executed and to continue to be in effect those instruments, documents, certificates, permits, licenses and approvals, and shall cause to occur those events contemplated by this Agreement that are applicable to and are the responsibility of CMPA.

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CMPA shall assist and cooperate with the Developer to accomplish the development of (c) the Project in accordance with this Agreement and the Plans and Specifications, will carry out its duties and responsibilities contemplated by this Agreement, and will not violate any laws, ordinances, rules, regulations, orders, contracts, or agreements that are or will be applicable thereto, and CMPA will not urge or encourage the adoption of any ordinances, resolutions, rules, regulations or orders or approve or enter into any contracts or agreements, including issuing any bonds, notes, or other forms of indebtedness, that will result in any provision of this Agreement to be in violation thereof. Except for the removal of objects from the Project Site as contemplated by this (d) Agreement, CMPA shall not permit, commit, or suffer any waste or impairment of the Project Site before the Sub-Lease Commencement Date, nor shall CMPA request or recommend any rezoning of the Project Site, or any part thereof, which will prevent or adversely affect the development of the Project. (e) CMPA shall maintain its financial capability to carry out its responsibilities as contemplated by this Agreement and shall notify the Developer of any event, condition, occurrence, or change in its financial condition which adversely affects, or with the passage of time is likely to adversely affect, CMPA's financial capability to carry out its responsibilities contemplated hereby. ARTICLE XI. CONDITIONS PRECEDENT. Section 11.O1 Construction of Site Preparation Proiect. Subject to termination of this Agreement pursuant to Section 12.05, the obligation of the Developer to cause construction of the Site Preparation Project on the Commencement Date is subject to the fulfillment to the satisfaction of, or waiver in writing by, the Developer of the following conditions:

In association with the Public Financing, the City and the CRA have already or will (a) immediately adopt a reimbursement resolution for the Project. The bulk head, fill and site improvement related approvals and permits necessary for site (b) development have been obtained and issued to the City and CMPA. Adoption of an interlocal agreement between the City and the CRA (and possibly (c) including CMPA and the Developer) reasonably required for the Public Financing, committing revenues to support issuance of the Bonds, and the issuance of such Obligations and all related matters. Development of design plans and drawings (in phases if necessary) to a stage from (d) which contractors can provide guaranteed maximum price commitment consistent with this Agreement. Documented commitment from Studer concerning use of the conference center venue (e) and other facilities within the project including form of agreement, consistent with this Agreement. Documented commitment from the Pelicans committing to use multi-purpose facility, (9 including form of agreement, consistent with this Agreement. Documented commitment from UWF concerning Maritime Museum, Maritime Research (g) Facility, Multi-Cultural Center, Amphitheater (exclusive of grounds), and use of conference center venue, all of which are consistent with this Agreement. Section 11.02 Res~onsibilitiesof the Parties for Conditions Precedent. The parties hereto shall not, individually or collectively, knowingly, intentionally or negligently prevent any condition precedent from occurring; provided, however, nothing in this Section 11.02 is intended or shall be deemed to deny any party the right to reasonably exercise its discretion to the extent permitted by law or this Agreement. Section 11.03 Certification of Satisfaction of Waiver. At any time when one party determines in its opinion that the conditions precedent in Section 11.01 have been satisfied or waived, or some

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combination thereof, that party shall submit to the other party a certification that such conditions precedent have been satisfied or waived. Within thirty (30) days of receipt of such certification the party receiving the certification shall accept such certification or reject such certification and give notice to the certifying party of the reason(s) for such rejection. If the parties are unable to resolve any difference of opinion whether any condition(s) precedent have been satisfied or waived, then the dispute resolution process set forth in ARTICLE XIV shall be invoked. ARTICLE XII. DEFAULT; TERMINATION.

Section 12.01 Default bv the Developer. There shall be an "event of default" by the Developer upon the occurrence of any one or (a) more of the following after the Effective Date by the Developer or an Affiliate carrying out the Developer's rights or obligations under this Agreement: The Developer shall fail to perform or comply with any material provision of this (1) Agreement applicable to it within the time prescribed therefore after receipt of a notice from CMPA pursuant to Subsection 12.01(b)(l ); or The Developer shall make a general assignment for the benefit of its creditors, or (2) shall admit in writing its inability to pay its debts as they become due or shall file a petition in bankruptcy, or shall be adjudicated a bankrupt or insolvent, or shall file a petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation or shall file an answer admitting, or shall fail reasonably to contest, the material allegations of a petition filed against it in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of the Developer or any material part of such entity's properties; or Within sixty (60) days after the commencement of any proceeding by or against (3) the Developer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed or otherwise terminated, or if, within sixty (60) days after the appointment without the consent or acquiescence of the Developer of any trustee, receiver or liquidator of any of such entities or of any material part of any of such entity's properties, such appointment shall not have been vacated; or (1) If an event of default by the Developer described in subsection (a) above shall occur, (b) CMPA shall provide written notice thereof to the Developer, and, if such event of default shall not be cured by the Developer within thirty (30) days after receipt of the written notice from CMPA specifying in reasonable detail the event of default by the Developer, or if such event of default is of such nature that it cannot be completely cured within such time period, then if the Developer shall not have commenced to cure such default within such thirty (30) day period and shall not diligently prosecute such cure to completion within such reasonable longer period of time as may be necessary (provided, however, if the Developer is proceeding diligently and in good faith, the curative period shall be extended for a period of not exceeding six (6) months without any approval or consent of CMPA being required, but such approval will be required if the curative period is to be extended beyond six (6) months) then, in addition to any remedy available to it, CMPA may terminate this Agreement or pursue any and all legal or equitable remedies to which CMPA is entitled, provided, however, if the Developer shall fail to cure such event of default within said thirty (30) day or longer period or ceases to proceed diligently to timely cure such event of default, then CMPA may proceed to enforce other available remedies upon providing any additional notice to the Developer. Any time periods or deadlines provided in this Agreement shall be tolled or (2) extended by the amount of time Developer takes to cure any event of default hereunder if such event affects CMPA's ability to perform by such deadline or the expiration of such period. ,

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Under this Agreement and any similar provision under the Sub-Lease, all Plans and (c) Specifications, working drawings, construction contracts, contract documents, building permits, Permits, management agreements, and financial commitments (all only to the extent assignable) with respect to the Project shall, if such default has not been previously cured, on the day following receipt by the Developer of notice from CMPA of its election to terminate under Subsection 12.01(b)(l), be deemed then assigned to CMPA making said election, without necessity of any other action being taken or not taken by any party hereto. The Developer shall transfer and deliver to CMPA upon making said election, all assignable Plans and Specifications, working drawings, construction contracts, contract documents, financial commitments, management agreements, and all Permits, and, at the direction of CMPA, the Developer shall vacate the Project Site. In the event of a termination of this Agreement pursuant to this Section 12.01, the (d) Developer shall not be entitled to any reimbursement from CMPA for costs incurred by the Developer which have not already been reimbursed or owing at the time of such termination. Section 12.02 Default bv CMPA.

Provided the Developer is not then in default under Section 12.01, there shall be an (a) "event of default" by CMPA under this Agreement in the event CMPA shall fail to perform or comply with any material provision of this Agreement applicable to it; provided, however, that suspension of or delay in performance by CMPA during any period in which the Developer is in default of this Agreement as provided in Section 12.01 hereof will not constitute an event of default by CMPA under this subsection (a). If an event of default by CMPA described in subsection (a) shall occur, the (b) (1) Developer shall provide written notice thereof to CMPA, and, after expiration of the curative period described in paragraph (2) below, may terminate this Agreement, institute an action to compel specific performance of the terms hereof by CMPA or pursue any and all legal or equitable remedies to which the Developer is entitled; provided, however, if the event of default by CMPA occurs on or prior to the SubLease Commencement Date, any monetary recovery by the Developer in any such action shall be limited to amounts payable under Subsection 12.05(e) hereof. The Developer may not terminate this Agreement or institute an action described (2) in paragraph (1) above if CMPA cures such event of default within thirty (30) days after receipt by CMPA of written notice from the Developer specifying in reasonable detail the event of default by CMPA, or if any such event of default is of such nature that it cannot be completely cured within such period, then within such reasonably longer period of time as may be necessary to cure such default, provided however, if CMPA is proceeding diligently and in good faith, the curative period shall be extended for a period of not exceeding six (6) months without any approval or consent of the Developer being required, but such approval will be required if the curative period is to be extended beyond six (6) months after the notice of default has been given by the Developer to CMPA if CMPA has commenced to cure such default within such thirty (30) day period and is diligently prosecuting such curative action to completion. CMPA shall within said thirty (30) day period or such longer period promptly, diligently and in good faith proceed to cure such event of default after receipt of the notice from the Developer and shall succeed in curing such event of default within said period of time, provided, however, if CMPA shall fail to cure such event of default within said thirty (30) day or longer period or ceases to proceed diligently to timely cure such event of default, then the Developer may proceed with its available remedies upon providing any additional notice to CMPA. Any time periods or deadlines provided in this Agreement shall be tolled or (3) extended by the amount of time CMPA or the City takes to cure any event of default hereunder or under the Master Lease (2006) or the Master Development Agreement (2006) if such event affects the Developer's ability to perform by such deadline or the expiration of such period.

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Section 12.03 Obliqations, Rights and Remedies Cumulative. Unless specifically stated herein to the contrary, the specified rights and remedies to which either CMPA or the Developer are entitled under this Agreement are not exclusive and are intended to be in addition to any other remedies or means of redress to which CMPA or the Developer may lawfully be entitled and are not specifically prohibited by this Agreement. The suspension of, or delay in, the performance of its obligations by the Developer, while CMPA shall at such time be in default of their obligations hereunder shall not be deemed to be an "event of default" by the Developer. The suspension of, or delay in, the performance of the obligations by CMPA while the Developer shall at such time be in default of its obligations hereunder shall not be deemed to be an "event of default" by CMPA. Section 12.04 Non-Action on Failure to Observe Provisions of this Aqreement. The failure of CMPA or the Developer to promptly or continually insist upon strict performance of any term, covenant, condition or provision of this Agreement, or any Exhibit hereto, or any other agreement, instrument or document of whatever form or nature contemplated hereby shall not be deemed a waiver of any right or remedy that CMPA or the Developer may have, and shall not be deemed a waiver of a subsequent default or nonperformance of such term, covenant, condition or provision. Section 12.05 Termination.

CMPA and the Developer acknowledge and agree that as of the Effective Date certain (a) matters mutually agreed by the parties hereto to be essential to the successful development of the Project have not been satisfied or are subject to certain conditions, legal requirements or approvals beyond the control of any of the parties hereto or which cannot be definitely resolved under this Agreement. In recognition of these events or conditions, the parties hereto mutually agree that, provided the appropriate or responsible party therefore diligently and in good faith seeks to the fullest extent of its capabilities to cause such event or condition to occur or be satisfied, the failure of the events or conditions listed in subsection (b) below to occur or be satisfied shall not constitute an event of default by any party under this ARTICLE XII, but may, upon the election of any party hereto, be the basis for a termination of this Agreement in accordance with this Section 12.05. In addition to any other rights of termination provided elsewhere in this Agreement, this (b) Agreement may be terminated as provided in Subsection 12.05(c) by the CMPA or the Developer after the occurrence of any of the following events or conditions: the entire Project Site is taken by the exercise of the power of eminent domain by (1) a governmental authority (including the City) or a person entitled to exercise such power or benefiting therefrom, or such part of the Project Site is taken by the power of eminent domain so as to prevent development of the Project as contemplated by this Agreement; the appropriate governmental authority (including the City in the good faith (2) exercise of its governmental and regulatory authority and responsibility), denies or fails to issue the Permits necessary to commence construction of the Site Preparation Project on the Project Site, provided the Developer has proceeded diligently, expeditiously and in good faith to obtain such approval, permits or other necessary actions; the conditions precedent set forth in Section 11.O1 have not been satisfied to the (3) satisfaction of the Developer or waived by the Developer by two (2) years from the Effective Date; or the parties agree that the Project has become infeasible for any of the reasons (4) specified in Section 15.01 hereof. Upon the occurrence of an event described in Subsection 12.05(b), or upon CMPA's (c) execution of its right terminate under Subsection 12.05(d), or in the event that the Developer or CMPA, after diligently and in good faith to the fullest extent its capabilities, is unable to cause a condition precedent to occur or be satisfied, then the Developer or CMPA may immediately terminate this Agreement by giving written notice to the other party within ninety (90) days of the occurrence of such

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event or the determination of inability to cause a condition precedent to occur or be satisfied, which notice shall state with specificity the grounds for termination. In addition to any other rights of termination provided elsewhere in this Agreement, (d) CMPA shall have the right to terminate the Developer's role as Project Coordinator under this Agreement for convenience if CMPA determines, in the good faith exercise of its discretion, that it is in CMPA's best interest to do so. Termination of the Developer's role as Project Coordinator for convenience under this Subsection 12.05(d) shall not affect the separate management agreement described in Subsection 2.05(c), the Sub-Lease or the separate design-build contract(s), if any, described in Section 4.08 Further, termination of any of the other agreements for any reason other than default shall not deprive the Developer of its rights to develop the Private lmprovements In the event of a termination pursuant to this Section 12.05 for convenience of CMPA or (e) default by CMPA, or if the Project does not proceed for any reason other than default by the Developer, including but not limited to lack of Public Financing, then the provisions of Section 8.01 and Section 8.02 shall apply and shall survive termination of this Agreement, and the Developer shall be entitled to a payment equal to the sum of the following three amounts: To the extent not previously reimbursed, reimbursement of up to One Hundred (1) Fifty Thousand Dollars ($150,000) of the Developer's reasonable, actual and verifiable third-party costs for substantive work performed before the Effective Date and necessary for the Site Preparation Project and the Public Improvements, such as design and engineering efforts and preparation of Project documentation, including but not limited to this Agreement and associated implementing documents, but excluding proposal preparation. Other third-party costs incurred before the Effective Date shall not be reimbursable. Reimbursement of all reasonable, actual and verifiable costs the Developer (2) incurs after the Effective Date and before termination for substantive work performed for the Site Preparation Project and the Public Improvements, and termination costs for any contract not assumed by CMPA, provided that CMPA has approved the contracts for such work. Third-party costs for work reasonably attributable to the Private lmprovements shall not be reimbursable. Payment of Fifty Thousand Dollars ($50,000) if the Public Financing for any (3) construction of the Project has not been issued or approved by the City to be issued; provided, however, that if the Public Financing is issued, or later is approved to be issued within twenty-four (24) months following termination, the fee shall be the lesser of the following amounts, and payable at such time as Public Financing is issued: (i)

Two Hundred Fifty Thousand Dollars ($250,000); or

Twenty percent (20%) of the then-outstanding Development Fee payable (ii) pursuant to the schedule specified in Subsection 2.06(a)(2), but not less than Seventy Five Thousand Dollars ($75,000). Upon any termination before the end of the term of this Agreement or the Sub-Lease without cause, the Developer shall be entitled to and have a lien upon CMPA's interest in the Property equivalent to the payment amount. Termination of this Agreement under this Subsection 12.05(e), or for any other reason other than default, shall not deprive the Developer of its rights to develop the Private Improvements. Termination for default of either (i) the Developer's role as Project Coordinator or (ii) the (9 management agreement for reasons outlined in 2.05 (c) (iii) hereof, shall constitute an event of material default under the Sub-Lease which shall terminate the Sub-Lessee's right to possession and private development of Parcel(s) on which Private lmprovements have not yet commenced as of the date of termination of the management agreement or the project coordination role as the case may be.

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Termination for default of management agreement for reasons outlined in 2.05 (c) (iii) (g) hereof shall constitute an event of material default of the Developer's obligations as Project Coordinator. Termination for default of Developer's role as Project Coordinator shall constitute an (h) event of material default of the Developer's obligations under the management agreement. Termination for default of the Sub-Lease shall constitute an event of material default of (i) the Developer's obligations under the management agreement. Notwithstanding anything to the contrary contained herein, in the event that any party (j) shall have, but shall not exercise, the right hereunder to terminate an Agreement because of the nonsatisfaction of any condition specified in this Section 12.05, and such condition is subsequently satisfied, then the non-satisfaction of such condition shall no longer be the basis for termination of this Agreement. Section 12.06 Aareement Termination Certificate.

In the event of a termination of this Agreement for any reason prior to the Expiration (a) Date, each of the parties hereto do covenant and agree with each other to promptly execute an Agreement Termination Certificate prepared by the party electing to terminate this Agreement. The Agreement Termination Certificate shall be substantially in the form attached hereto as Exhibit "H" and shall expressly state that this Agreement has been terminated in accordance with its terms, is no longer of any force and effect except for those provisions hereof which expressly survive termination, that the rights, duties and obligations of the parties hereto have been terminated and released (subject to those surviving provisions hereof) and that the Project Site is no longer subject to any restrictions, limitations or encumbrances imposed by this Agreement. The certificate described in subsection (a) shall be prepared in a form suitable for (b) recording and promptly after execution by all of the parties hereto shall be recorded in the public records of Escambia County, Florida. ARTICLE XIII. RIGHT TO CONTEST.

Subject to the conditions set forth in Section 13.02 below, Section 13.01 Rinht to Contest. CMPA or the Developer each may, at its sole discretion and expense, after prior written notice to the other party hereto, contest by appropriate action or proceeding conducted in good faith and with due diligence, the amount or validity or application, in whole or in part, of any lien, any payment of any taxes, assessments, impact fees or other public charges of a similar nature that may from time to time be levied upon or assessed by any appropriate governmental authority against the Developer, the Project (or any part thereof), the Project Site, furniture, fixtures, equipment or other personal property thereon, and the revenues generated from the use or operation of any or all of the above, any other payment specifically identified in this Agreement, or compliance with any law, rule, regulation, or other such legal requirement. Section 13.02 Conditions. The right to contest any charge, payment or requirement pursuant to Section 13.01 is subject to the following:

(a) requirement;

such proceeding shall suspend the execution or enforcement of such charge, payment or

such proceeding will not create any risk of impairment of the acquisition or preparation of (b) the Project Site, the construction, completion, operation or use of the Project, the Project Site, or any part thereof, in any material respect, and neither the Project or Project Site, nor any part of the Project or the Project Site, would be subject to any risk of being involuntarily sold, forfeited or lost or the acquisition of the Project Site or the construction, equipping, or completion of the Project or any part thereof be delayed or prohibited;

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such proceeding will not subject any other party to criminal liability or risk of material civil (c) liability for failure to comply therewith, or involve risk of any material claim against such party; and the party seeking the benefit of this Section 13.02 shall have furnished to the other (d) parties such security, if any, as may be required in such proceeding or as may be reasonably requested by the others, to protect the Project and the Project Site, and any part thereof, and any interest of such parties hereunder. ARTICLE XIV. DISPUTE RESOLUTION. In the event of any dispute arising out of or in any related to this Agreement, or any of the transactions or occurrences described or contemplated herein, the parties shall be obligated to follow the following dispute resolution procedures: (a) First, the parties shall attempt to negotiate a resolution of the dispute by direct discussions. Such negotiation shall be initiated by written demand by one party to another, and the negotiations may occur with or without counsel, as the parties elect. Second, in the event that any dispute is not resolved under paragraph (a) within three (b) weeks of written demand for negotiation, the parties shall mediate the dispute under the statutes and rules governing mediation in the State of Florida. The parties shall first attempt to select a mediator by mutual agreement. Any mediator selected, or sought to be appointed as provided below, shall be a mediator certified by the Supreme Court of Florida to mediate civil cases. If they cannot do so within thirty (30) business days following the expiration of the three (3) week negotiation period, the parties shall petition the then Chief Judge of the First Judicial Circuit of Florida to appoint an appropriate mediator. Such mediation shall be without prejudice to further voluntary or court-ordered mediation in the event it is unsuccessful. The costs of obtaining the appointment of a mediator, the fees and expenses of the mediation, or any other cost or charge of the mediation shall be borne equally by the parties, unless otherwise agreed. If any dispute is not resolved pursuant to the foregoing process, either party may resort to (c) any other judicial or non-judicial remedies available to them under this Agreement and applicable law. ARTICLE XV. UNAVOIDABLE DELAY. Section 15.01 Unavoidable Delay. Any delay in performance of or inability to perform any obligation under this Agreement (a) (other than an obligation to pay money) due to any event or condition described in paragraph (b) as an event of "Unavoidable Delay" shall be excused in the manner provided in this Section 15.01. This Article XV shall not apply to the pace of development of the Private Improvements, which is expressly addressed in Paragraph 7 of the Sub-Lease attached as Exhibit "G". "Unavoidable Delay" means any of the following events or conditions or any combination (b) thereof: acts of God, acts of the public enemy, riot, insurrection, war, terrorism, pestilence, archaeological excavations required by law, unavailability of materials after timely ordering of same, epidemics, quarantine restrictions, freight embargoes, fire, lightning, hurricanes, earthquakes, tornadoes, floods, extremely abnormal and excessively inclement weather (as indicated by the records of the local weather bureau for a five-year period preceding the Effective Date), strikes or labor disturbances, delays due to proceedings under Chapters 73, 74 or 75, Florida Statutes, restoration in connection with any of the foregoing or any other cause beyond the reasonable control of the party performing the obligation in question, including, without limitation, such causes as may arise from the act of the other party to this Agreement, or acts of any governmental authority.

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An application by any party hereto (referred to in this paragraph (c) and in paragraph (d) (c) as the "Applicant") for an extension of time pursuant to this Section 15.01 must be in writing, must set forth in detail the reasons and causes of delay, and must be filed with the other party to this Agreement within seven (7) days following the occurrence of the event or condition causing the Unavoidable Delay or seven (7) days following the Applicant becoming aware (or with the exercise of reasonable diligence should have become aware) of such occurrence. The Applicant shall be entitled to an extension of time for an Unavoidable Delay only for (d) the number of days of delay due solely to the occurrence of the event or condition causing such Unavoidable Delay and only to the extent that any such occurrence actually delays that party from proceeding with its rights, duties and obligations under this Agreement affected by such occurrence. ARTICLE XVI. RESTRICTIONS ON USE. Section 16.01 Proiect. Prior to the earlier of the Termination Date or the Expiration Date, no use of the Project other than as a mixed use project consistent with the uses as described in Section 2.01 shall be permitted unless and until the Developer or the person, if other than the Developer, intending to so use the Project or Project Site, shall file with CMPA a request for a release from the restriction imposed by this Section 16.01. CMPA shall promptly consider such request and either deny the request, approve the request as filed, or approve the request subject to such terms, conditions and limitations as CMPA may reasonably require. Unless specifically requested and approved, a release of the restriction imposed by this Section 16.01 shall not release the Developer from any obligations or restrictions imposed by this Agreement or any agreement, instrument or document contemplated hereby and in the Sub-Lease. ARTICLE XVII. FIRE OR OTHER CASUALTY. Section 17.01 Loss or Damaqe to Proiect.

Until the Termination Date or the Expiration Date, whichever is later, and without regard (a) to the extent or availability of any insurance proceeds, the Developer covenants and agrees to assist CMPA in diligently commencing and completing, or causing other persons to diligently commence and complete, the reconstruction or repair of any loss or damage caused by fire or other casualty to each and every part of the Site Preparation Project to substantially the condition as existed prior to the occurrence of such loss or damage, promptly after CMPA approves the plans and specifications for such reconstruction or repairs. CMPA shall review the associated plans and specifications for such reconstruction or (b) repairs as soon as possible after preparation thereof. Neither CMPA nor the Developer may object to the plans and specifications for such reconstruction or repairs if the contemplated reconstruction or repairs will restore the Project, or the damaged portion thereof, to substantially the same condition as existed prior to the occurrence of such loss or damage in conformance with applicable laws, ordinances, codes, and regulations in effect at the time of the need for such reconstruction or repairs. Section 17.02 Partial Loss or Damaqe to Proiect. Any loss or damage by fire or other casualty to the Project or Project Site, or any portion thereof, which does not render the Project or Project Site unusable for the use contemplated by Section 2.01 of this Agreement, shall not operate to terminate this Agreement or to relieve or discharge CMPA or the Developer from the timely performance and fulfillment of their respective obligations pursuant to this Agreement, subject to an extension of time for an Unavoidable Delay. Section 17.03 Proiect Insurance Proceeds.

Whenever the Site Preparation Project or the Public Improvements, or any part thereof, (a) shall have been damaged or destroyed, the Developer on behalf of CMPA shall promptly make proof of

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loss and shall proceed promptly to collect, or cause to be collected, all valid claims which may have arisen against insurers or others based upon such damage or destruction. CMPA agrees that all proceeds of property or casualty insurance received as a result of (b) such loss or damage shall be available and shall be used for payment of the costs of the reconstruction or repair of the Site Preparation Project or the Public Improvements to the extent necessary to repair or reconstruct the Project. Each party shall promptly give the other party Section 17.04 Notice of Loss or Damacle to Proiect. and the City written notice of any significant damage or destruction to the Site Preparation Project or the Public Improvements, stating the date on which such damage or destruction occurred, the expectations as to the effect of such damage or destruction on the use of the Project, and the proposed schedule, if any, for repair or reconstruction. ARTICLE XVIII. MISCELLANEOUS Section 18.01 Assiqnments. The Developer shall not have the right to assign its rights and obligations under this Agreement or related management agreement without the prior written consent of CMPA in its sole discretion. Notwithstanding the foregoing, assignment of the Developer's rights and obligations with respect to the Private Improvements is addressed in and shall be governed by Paragraph 26 of the SubLease attached hereto as Exhibit "G".

The terms herein contained shall bind and inure to the Section 18.02 Successors and Assiqns. benefit of CMPA, and its successors and assigns, and the Developer, and its successors and assigns, except as may otherwise be specifically provided herein. Section 18.03 Notices.

All notices, demands, requests for approvals or other communications given by either (a) party to another shall be in writing, and shall be sent by registered or certified mail, postage prepaid, return receipt requested or by courier service, or by hand delivery to the office for each party indicated below and addressed as follows: To CMPA:

Community Maritime Park Associates, Inc. c/o Lacey A. Collier, Chairmanrrrustee 222 West Main Street Pensacola, FL 32502

Copy to:

Edward P. Fleming McDonald, Fleming Moorhead 25 W. Government Street Pensacola, FL 32502-5813

Copy to:

Office of the City Manager City of Pensacola 222 West Main Street Pensacola. FL 32502

To Developer: Maritime Park Development Partners, LLC c/o Jeffery S. Galt, President 85 NE Loop 410, Ste. 207 San Antonio, TX 78216 Copy to:

Mark G. Lawson Bryant Miller Olive, P.A.

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101 N. Monroe Street, Ste. 900 Tallahassee, FL 32301 Notices given by courier service or by hand delivery shall be effective upon delivery and (b) notices given by mail shall be effective on the third (3rd) business day after mailing. Refusal by any person to accept delivery of any notice delivered to the office at the address indicated above (or as it may be changed) shall be deemed to have been an effective delivery as provided in this Section 18.03. The addresses to which notices are to be sent may be changed from time to time by written notice delivered to the other parties and such notices shall be effective upon receipt. Until notice of change of address is received as to any particular party hereto, all other parties may rely upon the last address given. If any term, provision or condition contained this Agreement shall, to any Section 18.04 Severabilitv. extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable, shall not be affected thereby, and each term, provision and condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. The laws of the State of Florida shall govern the Section 18.05 Applicable Law and Construction. validity, performance and enforcement of this Agreement. This Agreement has been negotiated by CMPA and the Developer, and the Agreement, including, without limitation, the Exhibits, shall not be deemed to have been prepared by CMPA or the Developer, but by all equally. Section 18.06 Venue; Submission to Jurisdiction.

For purposes of any suit, action, or other proceeding arising out of or relating to this (a) Agreement, the parties hereto do acknowledge, consent, and agree that venue thereof is Escambia County, Florida. Each party to this Agreement hereby submits to the jurisdiction of the State of Florida, (b) Escambia County and the courts thereof and to the jurisdiction of the United States District Court for the Northern District of Florida, for the purposes of any suit, action, or other proceeding arising out of or relating to this Agreement and hereby agrees not to assert by way of a motion as a defense or otherwise that such action is brought in an inconvenient forum or that the venue of such action is improper or that the subject matter thereof may not be enforced in or by such courts. CMPA Section 18.07 Agreement Not a Chapter 86-191, Laws of Florida, Development Agreement. and the Developer acknowledge and agree that this Agreement, including, without limitation, any of the Exhibits, is not a development agreement as described in Sections 19-31, Chapter 86-191, Laws of Florida, codified as Sections 163.3220-163.3243, Florida Statutes. Section 18.08 Complete Aclreement: Amendments.

This Agreement, and all the terms and provisions contained herein, including without (a) limitation the Exhibits hereto, constitute the full and complete agreement between the parties hereto to the date hereof, and supersedes and controls over any and all prior agreements, understandings, representations, correspondence and statements whether written or oral. Any provisions of this Agreement shall be read and applied in para material with all other (b) provisions hereof. This Agreement cannot be changed or revised except by written amendment signed by (c) all parties hereto. The article and section headings and captions of this Agreement and the Section 18.09 Captions. table of contents preceding this Agreement are for convenience and reference only and in no way define,

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limit, describe the scope or intent of this Agreement or any part thereof, or in any way affect this Agreement or construe any article, section, subsection, paragraph or provision hereof. Section 18.10 Holidays. It is hereby agreed and declared that whenever a notice or performance under the terms of this Agreement is to be made or given on a Saturday or Sunday or on a legal holiday observed in the City, it shall be postponed to the next following business day.

Each Exhibit referred to and attached to this Agreement is an essential Section 18.11 Exhibits. part of this Agreement. The Exhibits and any amendments or revisions thereto, even if not physically attached hereto shall be treated as if they are part of this Agreement. Section 18.12 No Brokers. CMPA and the Developer hereby represent, agree and acknowledge that no real estate broker or other person is entitled, as of the Effective Date, to claim or to be paid a commission as a result of the execution and delivery of this Agreement, including any of the Exhibits, or any proposed improvement, use, disposition, lease, conveyance or acquisition of any or all of the Project Site. Section 18.13 Recordinq of Development Aqreement. CMPA and the Developer agree that this Agreement shall be recorded in the public records of Escambia County, Florida, as soon as possible after execution thereof. CMPA shall pay the cost of such recording. Section 18.14 No General Obliaation. In no event shall any obligation of CMPA under this Agreement be or constitute a general obligation or indebtedness of the City, a pledge of the ad valorem taxing power of the City or a general obligation or indebtedness of the City within the meaning of the Constitution of the State of Florida or any other applicable laws, but shall be payable solely from legally available revenues and funds. Neither the Developer nor any other party under or beneficiary of this Agreement shall ever have the right to compel the exercise of the ad valorem taxing power of the City or any other governmental entity or taxation in any form on any real or personal property to pay the City's obligations or undertakings hereunder. Section 18.15 Technical Amendments; Changes. In the event that due to minor inaccuracies contained herein or any Exhibit attached hereto or any other agreement contemplated hereby, or due to changes resulting from technical matters arising during the term of this Agreement, the parties agree that amendments to this Agreement required due to such inaccuracies, unforeseen events or circumstances which do not change the substance of this Agreement may be made and incorporated herein. In addition, as mutually agreed by the parties, this Agreement (including the Project design and layout) may be amended and restated to more effectively address the maturation of the Project, market conditions, challenges and opportunities, performance by the Project participants, and other extraneous factors. Section 18.16 Term; Aareement Expiration Certificate.

If not earlier terminated as provided in Section 12.05, this Agreement shall terminate on (a) the date specified in the Agreement Expiration Certificate as described below. Upon completion of the initial term of this Agreement or any renewal term, all parties (b) hereto shall execute the Agreement Expiration Certificate substantially in the form attached as Exhibit "I" hereto. The Agreement Expiration Certificate shall constitute (and it shall be so provided in the certificate) a conclusive determination of satisfactory completion of all obligations hereunder and the expiration of this Agreement. In the event of any dispute as to whether any party is required to execute the Agreement (c) Expiration Certificate, the dispute shall be resolved as provided in ARTICLE XIV. Section 18.17 Chanqe in Control.

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(a) Rodriguez.

As of the Effective Date of this Agreement, the Developer is Controlled by J. Richard

A change in Control of the Developer shall occur whenever any Person who had Control (b) of the Developer on the Effective Date of this Agreement ceases to have or exercise such Control. The Developer shall be obliged to obtain the consent of CMPA prior to any change in (c) Control of the Developer. CMPA shall not unreasonably withhold or delay its consent to a change in Control of (d) Developer in the case of a re-organization for bona fide fiscal purposes. A change in Control in violation of this Subsection 18.17 shall constitute a Default by the (e) Developer pursuant to Article XII. ~ SUnreasonably Withheld. The parties hereto represent that it is their Section 18.18 A D D ~ o v ~Not respective intent as of the Effective Date and do covenant and agree in the future that all approvals, consents, and reviews will be undertaken and completed as expeditiously as possible, in good faith, and will not be arbitrarily or unreasonably withheld, unless otherwise expressly authorized by the terms of this Agreement to be in the party's sole discretion. Section 18.19 Time Is of the Essence. Time is of the essence of this Agreement and all obligations arising hereunder. Section 18.20 Effective Date. Upon execution of this Agreement (and such of the Exhibits as are contemplated to be executed simultaneously with this Agreement by the authorized trustees of CMPA and by authorized representatives of the Developer following approval hereof by CMPA and the Developer, this Agreement (and any executed Exhibits) shall be in full force and effect in accordance with its terms and the Effective Date shall be the first day of the month in which all parties have executed same. IN WITNESS WHEREOF, the parties hereto have set their hands and affixed their respective seals.

[SIGNATURES ON FOLLOWING PAGES]

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Executed and delivered in the presence of:

COMMUNITY MARITIME PARK ASSOCIATES, INC., a Florida not-for-profit corporation By: Lacey A. Collier, Chairmanrrrustee

(Print Name)

(Print Name) (witnesses as to Lacey A. Collier)

STATE OF FLORIDA COUNTY OF ESCAMBIA , 2009, by The foregoing instrument was acknowledged before me this - day of Lacey A. Collier, chairman and trustee of Community Maritime Park Associates, Inc., a Florida not-forprofit corporation. He is personally known to me or has produced a valid driver's license as identification.

(SEAL) Printedrryped Name: Notary Public-State of Florida commission Number:

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Executed and delivered in the presence of:

MARITIME PARK DEVELOPMENT PARTNERS, LLC, a Florida limited liability company By:

Jeffery S. Galt, President (Print Name)

(Print Name) (witnesses as to Jeffery S. Galt)

STATE OF FLORIDA COUNTY OF ESCAMBIA , 2009, by The foregoing instrument was acknowledged before me this - day of Jeffery S. Galt, President of Maritime Park Development Partners, LLC, a Florida limited liability company. He is personally known to me or has produced a valid driver's license as identification.

(SEAL) PrintedITyped Name: Notary Public-State of Florida Commission Number:

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CONSENT

At a duly called public meeting on April , 2009, the City Council, acting separately and concurrently as the governing body of both the City and the CRA, approved this Agreement and authorized the execution of this Consent by the appropriate officials of the City and CRA evidencing same. This Consent is provided for the purpose of acknowledging that this Agreement is to be construed in furtherance of the objectives of the Master Development Agreement (2006) and Master Lease (2006), acknowledging the intention and commitment of the City and CRA to cooperatively work with the CMPA and the Developer toward successful development of the Project as provided for herein, and acknowledging that full performance hereunder shall be deemed and construed as full performance under the Master Development Agreement (2006) and Master Lease (2006) in all respects. ClTY OF PENSACOLA, FLORIDA

By: Al Coby, City Manager ATTEST: By: City Clerk

COMMUNITY REDEVELOPMENT AGENCY OF THE ClTY OF PENSACOLA, FLORIDA

By: Alvin G. Coby, City Manager ATTEST: By: Executive Director APPROVED AS TO FORM AND EXECUTION: By: City Attorney

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EXHIBIT "A" Project Site Legal Description

THAT PORTION OF THE WATERFRONT TRACT, CITY OF PENSACOLA, ESCAMBIA COUNTY, FLORIDA, ACCORDING TO THE OFFICIAL MAP OF WATERFRONT DRAWN BY WILLIAM GALT CHIPLEY IN 1889 AND REVISED IN 1890, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTH RIGHT-Of-WAY LINE OF MAIN STREET (RiW VARIES), BEING 210 FEET WEST OF THE WEST RIGHT OF WAY LINE OF DEVILLIERS STREET (50' RIW); THENCE SOUTH AND PARALLEL TO SAID DEVILLIERS STREET TO THE POINT OF INTERSECTION WITH THE WESTERLY EXTENSION OF THE SOUTH FACE OF A CONCRETE SEAWALL; THENCE EASTERLY ALONG SAID WESTERLY EXTENSION AND ALONG SAID SEAWALL, TO THE POINT OF INTERSECTION WITH THE EASTERLY EXTENSION OF SAID SEAWALL AND SOUTHERLY EXTENSION OF THE WEST LINE OF BLOCK 3, OLD CITY TRACT; THENCE NORTHERLY ALONG SAID SOUTHERLY EXTENSION TO THE POINT Of INTERSECTION WITH THE MEAN HIGH WATER LINE OF PENSACOLA BAY; THENCE EASTERLY ALONG SAID MEAN HIGH WATER LINE TO THE POINT Of INTERSECTION WITH THE SOUTHERLY EXTENSION OF THE WEST LINE OF PARCEL "C", PORT ROYAL PHASE 11, AS RECORDED IN PLAT BOOK 15, PAGE 98, OF THE PUBLIC RECORDS OF SAID COUNTY; THENCE NORTHERLY ALONG SAID SOUTHERLY EXTENSION OF SAID WEST LINE OF SAID PARCEL "C" TO THE NORTH LINE OF SAID PARCEL "C"; THENCE EASTERLY ALONG SAID NORTH LINE OF SAID PARCEL "C" TO THE WEST RIGHT-Of-WAY LINE OF PORT ROYAL WAY (PRIVATE DRIVE), AS RECORDED IN 0 . R. BOOK 1749, PAGE 253-254, Of THE PUBLIC RECORDS OF SAID COUNTY; THENCE NORTHERLY ALONG SAID WEST LINE TO THE SOUTH RIGHT-OF-WAY LINE OF SAID MAIN STREET; THENCE WESTERLY ALONG SAID SOUTH RIGHT-OF-WAY LINE OF MAIN STREET TO THE POINT OF BEGINNING. SUBJECT TO AN EXISTING DRAINAGE AND PUBLIC RIGHT-OF-WAY EASEMENT IN THE APPROXIMATE LOCATION OF THE SOUTHERLY EXTENSION OF THE SPRING STREET RIGHT-OF-WAY (RNV VARIES) AS LOCATED NORTH OF MAIN STREET.

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**

~ I ~ m b d o n d M u d s G m r n d R m r I N ' L W , ~ d L s v d

SWlm C u m d o n e end Rmbmrrre,ard TNld lmd BbdClm Wtw.

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1

EXHIBIT "C"

2

3 4 5 6 7 8 9 10

Developer's Project Professionals

Project Professionals shall be deemed to exclude Persons employed or retained by the Developer or an Affiliate, or any Contractor or third party, to the extent they are performing services that reasonably fall within the scope of work to be performed by the Developer in its capacity as Project Coordinator, that fall within the scope of the Development Fee, or within the scope of services to be provided by the Construction manager, Contractor or manager of the Public Improvements.

11 12 Project Role

Company

Minority & Women-Owned Business Inclusion

The Target Group

Architect

- Multi use Stadium

HOK Sport, HKS or other

Architect - Commercial & Residential

Spencer Maxwell Bullock

Architect - Commercial & Residential

Bullock Tice Associates

Engineer - Civil

Baskerville- Donovan, Inc.

Engineer - Traffic

Engineering and Planning P.C.

Engineer - Environmental

Qore Environmental Consultants

Financing - Public

The Normandy Group. LLC

Financing - Institutional

CapMark Financial Services

Financing - Private

Brass Real Estate Funds

Marketing -Coordinating Broker

Saxet Realty

Marketing - Office Leasing Broker

NAI Halford

Marketing - Residential Broker

John S Carr & Co.

lnsurance

Quinn lnsurance

lnsurance

Fisher-Brown lnsurance

Public Relations

BPM

Photography

A1 Henderson Photography

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EXHIBIT "DM Preliminary Project Schedule

Exhibit D Project Schedule Community Maritime Park Phase 1 Development

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Exhibit D -Continued Project Schedule Community Maritime Park Phase 1 Development

APPROVMS

SITE WORK

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I

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EXHIBIT "E" Community Maritime Park Site Preparation Project Completion Certificate

Pursuant to Section 4.05 of the Development Agreement (Community Maritime Park) between Community Maritime Park Associates, Inc. ("CMPA), and Maritime Park Development Partners, LLC (the "Developer") with an Effective Date of April -, 2009 (the "Development Agreement"), the Developer does hereby certify to CMPA that the part of or all of the Site Preparation Project (as that term is defined in the Development Agreement) described in the attachment to this Certificate has been completed substantially in accordance with the Site Preparation Project plans and specifications and the Development Agreement. The Developer does hereby request CMPA agree to such certification. Certified this - day of

,200-. MARITIME PARK DEVELOPMENT PARTNERS, LLC, a Florida limited liability company By: Authorized Representative

STATE OF FLORIDA COUNTY OF ESCAMBIA The foregoing instrument was acknowledged before me this - day of ,200-, by of Maritime Park Development Partners, LLC, a Florida limited liability company. Helshe is personally known to me or has produced a valid driver's license as identification. (SEAL) Printedmyped Name: Notary Public-State of Florida Commission Number: Accepted and Agreed to by: COMMUNITY MARITIME PARK ASSOCIATES, INC. By: Authorized Representative STATE OF FLORIDA COUNTY OF ESCAMBIA The foregoing instrument was acknowledged before me this - day of ,200-, by , of Community Maritime Park Associates, Inc., a Florida not-for-profit corporation. Helshe is personally known to me or has produced a valid driver's license as identification. (SEAL) Printednyped Name:

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Notary Public-State of Florida Commission Number:

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EXHIBIT "F" Public Improvements Budget

[Insert separate three-page document - verify accuracy/currency] (Page 1 of 3)

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-

[Insert separate three-page document dated March 30, 2009, and emailed from MPDP to City representatives April 20091 (Page 2 of 3)

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[Insert separate three-page document - dated March 30, 2009, and emailed from MPDP to City representatives April 2, 20091 (Page 3 of 3)

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EXHIBIT "G" Sub-Lease Form

SUB-LEASE (COMMUNITY MARITIME PARK) 10 11 12 13 14 15

COMMUNITY MARITIME PARK ASSOCIATES, INC.

18

and

20 21 22 23 24 25 26 27

SUB-LESSOR:

SUB-LESSEE: MARITIME PARK DEVELOPMENT PARTNERS, LLC

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TABLE OF CONTENTS RECITALS...................................................................................................................................... 71 DEFINITIONS................................................................................................................................. 71 LEASE............................................................................................................................................ 76 PURPOSE ...................................................................................................................................... 76 RENT ................................................................................... ERROR! BOOKMARK NOT DEFINED. SUBLEASE COMMENCEMENT DATE AND TERM .................................................................... 77 PACE OF DEVELOPMENT

.......................................................................................................... 81

PRIVATE IMPROVEMENTS PARKING

81 REVENUES FROM THE SUB-LEASED PROPERTY .................................................................. OWNERSHIP OF IMPROVEMENTS ............................................................................................. 81 PERMITS AND APPROVALS; FEES............................................................................................ 81 RIGHT OF ACCESS TO THE SUB-LEASED PROPERTY .......................................................... 82 FINANCIAL REPORTING; AUDIT ................................................................................................ 82 REPRESENTATIONS AND WARRANTIES ................................................................................. 82

.............................................................................................................. 84 GENERAL OBLIGATIONS OF THE PARTIES............................................................................. 85 CONDEMNATION.......................................................................................................................... 87 DEFAULT; REMEDIES.................................................................................................................. 87 RIGHT TO CONTEST .................................................................................................................... 89 DISPUTE RESOLUTION ............................................................................................................... 90 OWNERSHIP AT TERMINATION ................................................................................................. 90 INSURANCE .................................................................................................................................. 90 INDEMNIFICATION....................................................................................................................... ## CASUALTY .................................................................................................................................... 93 ASSIGNMENT................................................................................................................................ 94 SUCCESSORS IN INTEREST....................................................................................................... 95 NOTICES........................................................................................................................................ 95 ESTOPPEL CERTIFICATES ......................................................................................................... 96 SEVERABILITY ............................................................................................................................. 96 LEASEHOLD MORTGAGES......................................................................................................... 96 SALE OR ASSIGNMENT BY SUB-LESSOR................................................................................ 99 COMPLETE AGREEMENT ........................................................................................................... 99 NON-DISCRIMINATION .............................................................................................................. I00 PROPERTY CONDITION

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SUBROGATION........................................................................................................................... 100 100 CONFORMITY TO LAW ..............................................................................................................

.......................................................................................................... 100 100 RADON GAS ................................................................................................................................ 100 NO MERGER ............................................................................................................................... 100 SUBORDINATION ....................................................................................................................... LICENSES AND PERMITS

NONSUBORDINATION OF CITY'S INTEREST

....................................................................................................................................... 101 GOOD FAITH AND FAIR DEALING ........................................................................................... I01 DELAYS

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EXHIBITS

'A"

Project Site

'B"

Sub-Leased Property Description Initial Parcel Plan

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1 2 3 4

5 6

7

SUB-LEASE

THIS I S A SUB-LEASE, executed on the dates hereinafter set forth and commencing on the date provided herein, between COMMUNITY MARITIME PARK ASSOCIATES, INC., a Florida not-for-profit corporation ("Sub-Lessor" or 'CMPA"), and MARITIME PARK DEVELOPMENT PARTNERS, LLC, a Florida limited liability company ("Sub-Lessee" or "Developer") for the following uses and purposes:

8 9 10

RECITALS

CMPA and the City of Pensacola, Florida (the "City"), are parties to two agreements dated March 27, 2006 - the Master Development Agreement (Community Maritime Park Project) and the Master Lease (Community Maritime Park) - which set forth CMPA's and the City's respective duties and responsibilities pertaining to the development of real property for a project known and referred to as the Community Maritime Park or the Project (as hereinafter defined). With the City's approval, CMPA conducted a two-stage competitive procurement (RFQ No. 2007-02 and RFP No. 2007-03) to select a private sector developer to implement CMPA's vision of the Project, which culminated on August 22, 2008, with the trustees of CMPA voting to negotiate a development agreement (the "Development Agreement") and this Sub-Lease with the Sub-Lessee. CMPA and the Sub-Lessee have entered into and concluded negotiations, which have resulted in the Development Agreement and this Sub-Lease. 2009, the City Council approved this At a duly called public meeting on April -, Sub-Lease and authorized its execution by the appropriate officials of CMPA. The trustees of CMPA have approved this Sub-Lease and have authorized and directed certain individuals to execute this Sub-Lease on behalf of CMPA.

NOW THEREFORE, in consideration of the mutual promises and covenants set forth below and other good and valuable consideration, the receipt and adequacy of which are acknowledged, the parties agree as follows: 40 41

1. RECITALS. The foregoing recitals are true, correct and incorporated into this Sub-Lease.

42 43 44 45 46

2. DEFINITIONS. Capitalized terms used in this Sub-Lease shall have the following definitions. As to each of the following definitions, use of the masculine gender shall be considered and construed to include correlative words of the feminine and neuter genders. Unless the context shall indicate otherwise, the singular shall include the plural as well as the singular number.

47 48 49 50

2.01. "Act" means the Constitution of the State of Florida; Section 163.01, Florida Statutes; Part 111, Chapter 163, Florida Statutes; Chapter 166, Florida Statutes, the Charter of the City; other applicable provisions of law; and ordinances and resolutions of the City implementing them.

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2.02. "Affiliate" means, with respect to a Person, a Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with the Person in question and any officer, director or manager of any such Person that is not an individual. 2.03. "Applicable Law" means with respect to any Person, all provisions of constitutions, statutes, rules, regulations and orders of governmental bodies or regulatory agencies applicable to such Person, and all orders and decrees of all courts and arbitrators in proceedings or actions to which the Person is a party or by which it or its properties are bound. 2.04. "Approved Development Plan" means the community redevelopment plan for the Area, including the Project Site, as approved by the CRA and adopted by the City Council on March 27, 1984, by adoption of its Resolution No. 15-84, and including any amendments to the plan, specifically including, but not limited to, the amendment adopted by the City Council on June 23, 2005. 2.05. 'Area" means the area located within the corporate limits of the City having conditions of slum and blight (as those conditions are defined in the Act). 2.06. 'Authorized Representative" means the Person or Persons designated and appointed from time to time as such by either party. 2.07. "Bonds" means that part of the Public Financing consisting of the revenue bonds to be issued or committed to by Sub-Lessor to pay the Public Improvements Costs in a net amount not to exceed $40 million and secured by payments made by the CRA to the City. 2.08. "Building Official" means that Person or those Persons authorized under the Florida Building Code (2004 Edition, as amended) t o issue on behalf of the City a Certificate of Occupancy, a Temporary Certification of Occupancy, or a Certificate of Completion. 2.09. "Building Permit" means for all or each part of the Project to be constructed on a Parcel, any permit, including foundation only permits, issued by the appropriate department, office or official of the City or other governmental authority having jurisdiction over the construction on the Development Site. 2.10. 'Certificate of Completion" means the certificate of completion issued by a Building Official pursuant to the Florida Building Code (2004 Edition, as amended). 2.11. 'Certificate of Occupancy" means the final, temporary or partial Certificate of Occupancy issued by a Building Official pursuant to the Florida Building Code (2004 Edition, as amended). 2.12. "City" means the City of Pensacola, a Florida municipal corporation created under the laws of the State of Florida, and any successors or assigns thereto. 2.13. "City Codes" or 'Codes" means the ordinances and codes of the City that regulate the development and construction of the Project and each Building, including but not limited to, the building codes and zoning regulations known as the ULDR and the Florida Building Code (2004 Edition, as amended). 2.14. "City Council" means the governing body of the City, by whatever name known or however constituted from time to time. 2.15. "Community Multi-Use Facility" means that component of the Public Improvements consisting of a structure that can be used for various public events, including professional or amateur sports, concerts, and other community events.

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2.16. "Condition of Economic Distress" means the conditions specified in Paragraph 7.02 hereof. 2.17. "Conference Center" means that component of the Public Improvements consisting of a venue in which conferences, seminars, meetings and other similar-type events can be held, which may be part of the Public Improvements or the Private Improvements, as the Developer determines in light of market conditions and Project economics. 2.18. "Construction Commencement Date" for each individual Parcel means the date on which the Sub-Lessee or a Sub-sublessee commences or causes a Contractor to commence construction of the Private Improvements on that Parcel. 2.19. "Construction Completion Date" means the date on which construction for all or that portion of the Public Improvements or the Private Improvements on a particular Parcel is Substantially Complete in accordance with the terms of this Sub-Lease. 2.20. "Construction Financing" means the funds provided by the Construction Lender under the Construction Loan for the commercially reasonable hard and soft construction and development costs related solely to developing any part of the Private Improvements, including the design, professional consulting, construction and equipping costs, and the costs for the Private Improvements to be made on a Parcel, which may be secured by a leasehold mortgage, security interest, pledge, lien or other encumbrances and includes all modifications, renewals, extensions and replacements thereof and future advances thereunder against the Sub-Lessee's or Sub-Sublessee's leasehold interest in that Parcel. 2.21. "Construction Financing Documents" means any commitment, agreement, note, leasehold mortgage or other instrument evidencing and securing the Construction Loan, as amended, modified, renewed, extended, replaced or restated from time to time. 2.22.

"Construction Lender" means any Person providing the Construction

Loan. 2.23. 'Construction Loan" means funds in the principal amount evidenced in the commitment made by Construction Lender in favor of the Sub-Lessee or Sub-sublessee for the construction of any part of the Private Improvements. 2.24. "Contractor" means one or more Persons constituting a general contractor or other type of construction contractor properly licensed by the State of Florida, or other appropriate jurisdiction to the extent required by Applicable Law, authorized to petform construction contractor services in the State of Florida, registered with the City as required by Applicable Law, and bonded and insured to the extent required by Applicable Law, as more particularly described in the Development Agreement. 2.25. "Control" means the power to direct the management of a Person or fifty percent (50%) or more ownership interest in such Person. 2.26. "CRA" means the Community Redevelopment Agency of the City of Pensacola, Florida, a body politic and corporate created by the City pursuant to Part 111, Chapter 163, Florida Statutes. 2.27. "Developer" means Maritime Park Development Partners LLC, a Florida limited liability company. 2.28. "Development Agreement" means the agreement between CMPA and , 2009, authorizing the Developer to the Developer with an effective date of

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undertake and complete the Site Preparation Project and the public Improvements and providing for execution of this Sub-Lease for development of the Private Improvements. 2.29.

"Effective Date" means the date specified in Section 44 hereof.

2.30. "Expiration Date" means the date on which the Development Agreement expires, as provided in Section 18.17 of the Development Agreement. 2.31. "Hotel Project" means that component of the Private Improvements that may consist of the design, development, construction, completion and operation of those buildings, structures, facilities and other improvements to be constructed and installed on a Parcel to be used as a hotel and uses appurtenant thereto. 2.32. "Major Alteration" means any exterior addition, alteration, change or improvement that would substantially affect the structural integrity of all or part of any structure located on the Sub-Leased Property. 2.33. "Maritime Museum Project" means the design, development, construction, and completion of those buildings, structures, facilities, and other improvements pursuant to a sub-lease between CMPA and the University of West Florida. 2.34. "Master Developer" means Community Maritime Park Associates, Inc., a Florida not-for-profit corporation. 2.35. "Master Development Agreement (2006)" means the Master Development Agreement (Community Maritime Park Project) dated March 27, 2006, between the City and the Master Developer concerning the redevelopment of the Property. 2.36. "Master Lease (2006)" means the Master Lease dated March 27, 2006, between the City, as Lessor, and the Master Developer, as Lessee, for the development of the Project, including all attached exhibits, as amended, modified or restated from time to time. 2.37. "Notice of Commencement" means the notice recorded as provided in section 713.13, Florida Statutes. 2.38. 'Office Project" means that component of the Private Improvements consisting of the office building(s) to be constructed on one or more Parcels by a Developer pursuant to a Sub-Lease, including office space to be leased and used by The ktuder ~ r o u ~ LLC. 2.39. 'Parcel" means each distinct part of the Sub-Leased Property that is subject to the issuance of a separate Building Permit, as identified and depicted on the Parcel Plan. 2.40. "Parcel Plan" means the depiction and description of each Parcel, which may be changed from time to time as provided in Section 6.02 of the Development Agreement, the initial form of which is attached hereto as Exhibit 'C." 2.41. 'Park" means that component of the Public Improvements consisting of an open space, public park, and walkways. 2.42. "Permit" means any zoning, variance, special exception, yard modification, zoning approval, development order respecting land use and City Codes, and consents required to be granted, awarded, issued, or given by any governmental authority relative to the regulation of land use or zoning in order for construction of the Project, or any part thereof, to commence, continue or be completed, but does not include a Building Permit.

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2.43. "Person" means any natural person, firm, partnership (general or limited), corporation, company, joint venture, estate, trust, business trust, cooperative, limited liability corporation, limited liability partnership, limited liability company or body politic, including any heir, executor, administrator, trustee, receiver, successor or assignee, or other person acting in a similar representative capacity. 2.44. "Plan" means the community redevelopment plan for the Area, including the Sub-Leased Property, as approved by the CRA and adopted by the City Council on March 27, 1984, by adoption of its Resolution No. 15-84, and including any amendments to the Plan, specifically including, but not limited to, the amendment adopted by the City Council on June 23, 2005. 2.45. "Plans and Specifications" mean the plans and specifications separately identified and used by the Developer and the Contractor to obtain Building Permits for the Project, as such plans and specifications are amended, modified, or restated from time to time. 2.46. "Private Improvements" means the improvements constructed on the Sub-Leased Property consisting of the Retail Project, the Hotel Project, the Residential Project, and the Office Project. 2.47. "Project" means, collectively, the Site Preparation Project, Maritime Museum Project, the Public Improvements and the Private Improvements.

the

2.48. "Project Coordinator" means the Sub-Lessee, or its successor, who shall provide the project coordination services described in Section 2.04 of the Development Agreement. 2.49. "Project Professionals" means any architects, engineers, consultants, planners, construction managers or any other persons, or combination thereof, retained or employed by Sub-Lessee in connection with the planning, design, construction, completion and opening of the Site Preparation Project. 2.50. "Project Site" means the area described and depicted on Exhibit "A," which includes each and every Parcel. 2.51. 'Public Financing" means the Bonds as initially issued or duly approved for issuance by the City or other funds duly appropriated or otherwise made available to or by the City to pay the Public Improvements Costs and such other costs as may be required by this Sub-Lease or any other agreement to be paid by the City. 2.52. 'Public Improvements" means the Project improvements for the use by the public to be designed, constructed, installed and equipped as provided in the Development Agreement collectively consisting of the Community Multi-Use Facility and the Park. 2.53. 'Public Improvements Costs" means the costs of the Public Improvements paid from the Public Financing, including costs to plan, design, coordinate, and obtain the Site Preparation Permit, the Building Permit and the Permits for the Public Improvements, and the costs to construct, equip, install and complete the Public Improvements. 2.54. "Public Improvements Property" means each Parcel that will contain any of the Public Improvements. 2.55. "Residential Project" means that component of the Private Improvements consisting of the design, development, construction, completion and operation of those buildings, structures, facilities and other improvements to be constructed and installed on the Project Site, which are to be used for residential purposes and may also

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include commercial, retail and other non-residential uses located on the different levels of the Private Improvements. 2.56. "Retail Project" means that portion or component of the Private Improvements consisting of the design, development, construction, completion and operation of those buildings, structures, facilities and other improvements to be constructed and installed on the Sub-Leased Property, which are to be used for commercial retail purposes, which may consist in whole or in part of retail uses in other parts of the Private Improvements. 2.57. 'Right to Contest" means the procedure set forth in Paragraph 20 for challenging any lien, payment, charge, or compliance with any law, rule, regulation or other legal requirement as described therein. 2.58. 'Site Preparation Project" means that part of the Project consisting of the design, development, installation, construction, and completion of those improvements that are necessary to prepare the Sub-Leased Property for construction thereon of the Public Improvements and the Private Improvements. 2.59. "Studer" means The Studer Group LLC, a Florida limited liability company, an Affiliate thereof, or any entity controlled by Quint Studer. 2.60. 'Sub-Lease Commencement Date" means the date on which this SubLease commences relative to the Sub-Lease Property or the date on which the Sub-Lessee is entitled to possession and the Sub-Lease commences for one or more individual Parcel(s) as the context requires as provided in Paragraph 6. 2.61. 'Sub-Leased Property" means the real property described in Exhibit 'B".

2.62. "Substantial Completion" or "Substantially Complete" or "completion" or 'complete" or words of similar import mean with respect t o construction of all or part of the Project, the earlier of the date on which a Certificate of Occupancy (partial or temporary) for the shell of any structure(s) (not including any tenant improvements) for all or that part of the Project has been issued by the City or other appropriate governmental authority having jurisdiction over the Development Site, or the date on which all or that portion of the Project has been deemed completed by the Construction Lender under the Construction Financing therefor. 2.63. "Sub-Sublease" means the sub-sublease for any Parcel or Parcels being leased by the Developer to another for development, occupancy, use or possession of any part of the Private Improvements on that Parcel or Parcels. 2.64. 'ULDR" means the Code of Ordinances and Unified Land Development Regulations of the City, as amended, renumbered, or restated from time to time. 2.65. 'Unavoidable Delay" means those events constituting excuse from timely performance by a party hereto from any of its obligations hereunder, as such events are defined in and subject to the conditions described in Paragraph 42 hereof. 2.66. "University of West Florida" of 'UWF" means the University of West Florida, a public institution of higher education that is part of the State University System of Florida, and also includes the University of West Florida Foundation. LEASE. Sub-Lessor leases to Sub-Lessee, and Sub-Lessee accepts from 3. Sub-Lessor, the Sub-Leased Property upon and subject t o the terms of this Sub-Lease.

4. PURPOSE. Subject to the terms and conditions of this Sub-Lease, SubLessee shall use the Sub-Leased Property to construct, develop, operate and maintain the

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Private Improvements on the Sub-Leased Property. These efforts are integral to, and shall be carried out in light of, the purposes of the Development Agreement. The final design of the Private Improvements shall be in general conformance with the Design Criteria as defined in the Development Agreement. 5.

RENT.

5.01. Sub-Lessee's annual rent payable under this Sub-Lease shall be at fair value as determined pursuant to Subsection 6.01(b) of the Development Agreement. Sub-Lessee's payment of such rent for a particular Parcel shall commence prorata upon the earlier of (i) Substantial Completion of construction of each Private Improvement structure, or (ii) twenty-four (24) months after commencement of the Sub-Lease of that Parcel. SubLessee shall not have the right to set off, reduce or retain against rent or any other payments due under this Sub-Lease on the grounds of casualty, Unavoidable Delay, or any of its own claims against the Sub-Lessor. 5.02. Payment of rent, any and all sales and use tax levied on the occupancy and use of the Sub-Leased Property, and any other amounts due to the City shall be paid to the Office of the Director of Finance, Pensacola City Hall, Pensacola, Florida, or at such other place as the City shall designate from time to time in a notice given pursuant to this Sub-Lease. Rent payments for each month shall be made by the tenth (loth) day of that calendar month (or the next City business day if the tenth (loth) day is a weekend or a City holiday) and shall be prorated for any portion of a partial month falling during the term of the Sub-Lease. Any rent payment shall be deemed late if not received by the City on or before the twentieth (20th) day of the month and shall automatically accrue interest at a rate equal to five percent (5%) above that rate charged by the Citibank, N.A. of New York (or an equivalent mutually agreed by the parties) to its best commercial customers, generally referred to as its prime rate from the date that payment was due until paid. SUB-LEASE COMMENCEMENT DATE AND TERM. Provided that the 6. neither this Sub-Lease, the management agreement, nor the Developer's role as Project Coordinator described in the Development Agreement has been terminated for default under circumstances described in Section 12.05 of the Development Agreement, this SubLease shall commence with respect to particular Parcels, and Su b-Lessee shall be entitled to possession of such Parcels, upon the satisfaction of the conditions described in Paragraph 6.01 below.

6.01. The following conditions shall be conditions precedent to Sub Lease Commencement for a particular Parcel included within the Sub-Leased Property: 6.01.01. Sub-lessor has approved specifications for the proposed Private Improvements on the Parcel;

the

plans

and

6.01.02. Sub-Lessee has closed on its construction financing in an amount sufficient to fund development of the Private Improvements proposed for development on the Parcel, or the commitment is conditioned only on possession of the subject Parcel; 6.01.03. Default under this Sub-Lease;

There is no material uncured event of Sub-Lessee

6.01.04. Sub-Lessee has executed a contract(s) for the construction of the Private Improvements proposed for development on the Parcel including security reasonably acceptable to the Sub-Lessor and City to ensure compliance with the contract; and 6.01.05. for the Private Improvements.

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A Notice of Commencement has been recorded

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6.01.06. Sub-Lessee affirms that each of the Sub-Lessee's representations set forth in Paragraph 15.01 hereof continues to be true and correct, or CMPA, in its sole discretion, has in writing waived the requirement for compliance with any representation that Sub-Lessee discloses in no longer true or consented to such amended representation as it may in its sole discretion determine to be acceptable. 6.01.07. Sub-Lessee and Su b-Lessor have executed a certificate acknowledging the date of commencement of Sub-Lessee's possession of such Parcel. 6.02. Upon commencement of the Sub-Lease for any particular Parcel, the term of the Sub-Lease for such parcel shall then be: 6.02.01. Ninety-nine (99) years for any Parcel required for construction of a building in which a minimum of twenty percent (20%) of enclosed finished area occupiable by tenantslend users (excluding parking) is allocated to residential use. 6.02.02. Eighty (80) years for any Parcel required for construction of a building that will be or include a hotel; provided, however, that if such building also meets the residential threshold specified in Subsection 6.02, the Sub-Lease term shall be ninety-nine (99) years. 6.02.03.

Seventy (70) years for any other Parcel.

6.02.04. Should the use of a Parcel change at any time during the term of the Sub-Lease of that Parcel, the term of the Sub-Lease for such Parcel shall be amended consistent with the use (e.g. a Parcel Sub-Lease term initially established as ninety-nine (99) years based upon the Private Improvements thereon containing a minimum of twenty percent (20%) residential as per Paragraph 6.02.01 would be changed to 70 years in the event a change in use reduced the percentage of residential space below 20% or to eighty years if the improvements include a hotel; similarly, the term of a Parcel Sub-Lease initially established as seventy (70) years because the Private Improvements thereon did not meet the conditions of Paragraph 6.02.01 or 6.02.02 would be increased to ninety-nine (99) years if the use is later changed and complies with the condition established in Paragraph 6.02.01). 6.03. While the Master Lease (2006) term is sixty (60) years, the parties agree that i t is in the best interest of the Project for the term of this Sub-Lease to be longer; therefore, pursuant to section 10.01 of the Master Lease (2006), the City shall assume Sub-Lessor's position under this Sub-Lease after the expiration of the Master Lease (2006). PACE OF DEVELOPMENT. 7. development of the Private Improvements.

The

parties desire

to

promote timely

7.01. The disincentives specified in Paragraph 7.03 shall apply if the Developer fails to maintain the following pace of development, unless a Condition of Economic Distress excuses such failure as provided in Paragraph 7.02. 7.01.01. Within thirty (30) months after the Effective Date of the Development Agreement, the Developer will commence construction of a Private Improvement structure of no less than thirty thousand (30,000) square feet of "gross building area" (as defined in Subsection 6.01(b)(2) of the Development Agreement), and such construction will be Substantially Complete within forty-eight (48) months of the Effective Date of the Development Agreement. The following table provides an example of the development pace required during the initial three periods, which shall continue subject to the same conditions for subsequent periods.

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Development Agreement Effective Date

Period 1

30 months

Deadline to commence construction of at least 30,000 buildable square feet

42 months

Period 2

Period 3

Deadline to commence construction of at least 30,000 buildable square feet (60,000 cumulative)

48 months

Deadline to substantially complete construction of at least 30,000 buildable square feet

54 months

I

60 months

Deadline to commence construction of at least 30,000 buildable square feet (90,000 cumulative)

1

1 complete Deadline to substantially I construction of at least 30,000 square feet cumulative)

72 months

I

buildable (60,000

Deadline to substantially complete construction of at least 30,000 buildable square feet (90,000 cumulative)

7.01.02. The foregoing pace of development will apply to each subsequent year, except development of each Private Improvement structure shall be considered cumulatively (for example, if the Developer Substantially Completes a sixty thousand (60,000) square foot structure in the first period (forty-eight (48) months from the Effective Date of the Development Agreement), the Developer shall be deemed to have met its obligation to Substantially Complete relative to the second period. 7.01.03. Should a building be developed containing space for Studer, the portion of the gross building area altocable to Studer's occupancy would not count toward the Developer's obligations under this Paragraph 7.01, but the remaining additional gross building area allocated t o development of Private Improvements would count toward that obligation. 7.01.04. Should UWF or Studer lose their respective rights to develop Parcels under separate agreements with CMPA, CMPA agrees that such Parcels will become part of the Sub-Leased Property under this Sub-Lease and that the Developer will then possess exclusive rights to develop such Parcels. I n such case, such Parcels shall be developed according to the pace of development outlined in this Paragraph 7.01, beginning from the date that the Developer obtains development rights with respect t o such Parcels. 7.02. Failure to maintain the development pace specified in Paragraph 7.01 shall be excused, and the time periods shall be extended for up to an

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additional twelve (12) months, if a Condition of Economic Distress exists when the disincentives specified in Paragraph 7.03 would otherwise apply and the Developer gives written notice of such extension prior to the expiration of the deadline which is being extended. I f the Developer exercises its right to an extension for a Condition of Economic Distress, it must subsequently develop a minimum of thirty thousand (30,000) square feet of Private Improvements before exercising this right a second time. There will be only two (2) extensions for a Condition of Economic Distress. The Developer bears the burden of demonstrating that such Condition of Economic Distress exists. For purposes of this Paragraph 7.02, a Condition of Economic Distress shall exist only if both of the following are true. 7.02.01. Housing starts in Escambia County or the City of Pensacola for the last twelve (12) month period for which such records are available are below the seven (7) year average. 7.02.02. The vacancy rate for Class A downtown office space in Florida (or, if not available for Florida as a whole, then for all major markets in Florida for which such data is published) as reported by any of the major national brokerage firms (for example, Cushman & Wakefield, CBRE, or Marcus & Millichap) for the most recent period for which such report is available indicates a vacancy rate of seventeen percent (17%) or more. I f such data is not available for Florida as a whole, then rate shall be calculated as a weighted (by square footage) average of the vacancy rates for the component individual markets. 7.03. Except as excused for a Condition of Economic Distress under Subsection 7.02, the following disincentives and options apply if the Developer fails to maintain the pace of development specified in Subsection 7.01. 7.03.01. To retain exclusive rights to develop undeveloped SubLeased Property, the Developer shall pay Sub-Lessor in addition to any other rent, expenses or fees otherwise due, an additional Three Thousand Dollars ($3,000) per month per acre of all of the remaining area of the undeveloped Sub-Leased Property net of dedicated roads and areas dedicated to Public Improvements and Studer. Such payment shall extend the time for up to an additional twelve (12) months during which the Developer has the right to continue its efforts to develop the undeveloped Sub-Leased Property. Such disincentive payments shall be due the tenth (loth) day of each calendar month (or the next City business day if the tenth (loth) day is a weekend or a City holiday) and shall not be refundable or credited toward the later Sub-Lease payments. I f the Developer has not achieved conformance with the 7.03.02. pace of development at the end of an extension pursuant to 7.03.01, CMPA shall have the right to terminate the Developer's rights to Sub-Lease any of the remaining undeveloped Parcels dedicated to Private Improvements. 7.03.03. Notwithstanding the provisions of 7.03.01, if the Developer has not satisfied its development pace obligation relative to the initial thirty thousand (30,000) square feet of Private Improvements by means of its own construction, a building by Studer, or some combination thereof, within the first thirty (30) months following the Effective Date, per 7.01, as may be extended by 7.02, Developer shall have a one-time option to extend its development rights for up to six (6) months in return for payment of Fifteen Hundred Dollars ($1,500) per month per acre of all of the remaining area of the undeveloped Sub-Leased Property net of dedicated roads and areas dedicated to Public Improvements and Studer. Such payments shall extend the time for an additional six (6) months during which the Developer has the right to continue its efforts to develop such undeveloped Sub-Leased Property. Such extension payments shall be credited toward future Rent payments due under the Sub-Lease but not disincentive payments pursuant to

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7.03.01 should the Developer elect t o extend the time for development in accordance with that provision. Extension payments shall be due the tenth (loth) day of each calendar month (or the next City business day if the tenth (loth) day is a weekend or a City holiday). 7.04. I f the Developer has not substantially completed Private Improvements on a particular Parcel within thirty six (36) months of the commencement of the Sub-Lease for that Parcel, CMPA shall have the right to terminate the Developer's Sublease of such Parcel. PRIVATE IMPROVEMENTS. Sub-Lessee shall have the right to enter into a Sub-sublease of a Parcel or to partition its rights, interests and obligations under this SubLease into distinct leasehold interests with respect to a Parcel for development of any component of the Private Improvements thereon of Parcels designated for private development in the Parcel Plan. A Sub-sublease shall contain such terms and conditions as are consistent with the purposes of the Project and the Plan.

8.

9.

PARKING.

9.01. Parking sufficient to serve the Private Improvements developed on Sub-Leased Parcels, to the extent not accommodated by structured parking developed as part of the improvements within the Sub-Leased Parcel, shall be accommodated by nonexclusive surface parking lots or parking structures on Parcels not Sub-Leased to SubLessee. When particular Parcels are su b-leased, the parties shall agree upon arrangements for the location and operation of such parking to provide Sub-Lessee reasonable confidence of ongoing availability of parking to serve the Private Improvements, while maximizing the utility of the parking through shared use. 9.02. Sub-Lessor agrees to include a covenant substantially similar to the foregoing in all sub-leases associated with the Project. REVENUES FROM THE SUB-LEASED PROPERTY. Except as otherwise 10. provided herein and subject to any Sub-subleases or use agreements entered into by SubLessee with tenants, users, or operators of any part of the Sub-Leased Property, the SubLessee shall be entitled to all revenues from the Sub-Leased Property. 11. OWNERSHIP OF IMPROVEMENTS. That part of the property on which the Private Improvements are constructed will be owned by the City, subject to the Master Lease (2006), this Sub-Lease, and any Sub-subleases for the vertical development constituting the Private Improvements. The vertical and horizontal improvements constructed by the Sub-Lessee as part of the Private Improvements will be owned by the Sub-Lessee, subject to the terms of this Sub-Lease and any Sub-Subleases.

12. PERMITS AND APPROVALS: FEES. Sub-Lessor and Sub-Lessee agree to follow the following procedure with respect to permits and fees for the development contemplated by this Agreement: 12.01. Sub-Lessor agrees to use its best efforts to assist Sub-Lessee in securing all zoning, subdivision, land use, construction and other similar and dissimilar governmental or quasi-governmental approvals, licenses and permits necessary to construct and operate the Project, understanding that the City will not, and cannot, waive or relinquish any governmental or regulatory power or authority. I f requested by Sub-Lessee, Sub-Lessor will join in any application for any permit or permits for the Public Improvements, or, alternatively, recommend to and urge any governmental authority to which application for a permit or permits has been made that such permit or permits be issued or approved.

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12.02. Sub-Lessor also agrees, to the extent permitted by law, contract or covenants t o assist Sub-Lessee in the negotiation of reduced fees with Escambia County, the City, and the Emerald Coast Utilities Authority. 12.03. Sub-Lessor also agrees to assist Sub-Lessee in negotiations to have electric power provided t o the Public Improvements billed through the City at its electric power rates the cost of which shall be borne by Sub-Lessor. RIGHT OF ACCESS TO THE SUB-LEASED PROPERTY. Sub-Lessor agrees 13. t o grant Sub-Lessee a reasonable and non-exclusive right t o enter upon the Sub-Leased Property with personnel and materials for the purpose of conducting the work necessary to complete construction of the Private Improvements. FINANCIAL REPORTING: AUDIT. Sub-Lessee agrees t o provide Sub14. Lessor quarterly financial reports in a form acceptable to Sub-Lessor, and, as part of SubLessor's audit process, provide information as required for an audit of the books and records of Sub-Lessee.

15.

REPRESENTATIONS.

15.01. Sub-Lessee represents to Sub-Lessor that each of the following statements is true and accurate and agrees the Sub-Lessor may rely upon each of the following statements: 15.01.01. Lessee is a Florida limited liability company duly organized and validly existing, has all requisite power and authority to carry on its business as now conducted, to own or hold its properties and to enter into and perform its obligations hereunder and under each document or instrument contemplated by this Agreement to which it is or will be a party, is qualified to do business in the State of Florida, and has consented to service of process upon a designated agent for service of process in the State of Florida. 15.01.02. This Sub-Lease and, to the extent such documents presently exist in form accepted by Sub-Lessor and Sub-Lessee, each document contemplated or required by this Sub-Lease to which Sub-Lessee is or will be a party have been duly authorized by all necessary action on the part of, and have been or will be duly executed and delivered by, Sub-Lessee, and neither the execution and delivery thereof, nor compliance with the terms and provisions thereof or hereof: (a) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein; or, (b) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on Sub-Lessee. 15.01.03. This Sub-Lease and, to the extent such documents presently exist in form accepted by Sub-Lessor and Sub-Lessee, each document contemplated or required by this Sub-Lease to which Sub-Lessee is or will be a party constitutes, or when entered into will constitute, a legal, valid and binding obligation of SubLessee enforceable against Sub-Lessee in accordance with the terms thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws from time to time in effect which affect creditors' rights generally and subject t o usual equitable principles in the event that equitable remedies are involved. 15.01.04. There are no pending or, to the knowledge of SubLessee, threatened actions or proceedings before any court or administrative agency against Sub-Lessee which question the validity of this Sub-Lease or any document contemplated hereunder, or which are likely in any case, or in the aggregate, to materially adversely affect the consummation of the transactions contemplated hereunder or the financial condition of Sub-Lessee.

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15.01.05. Sub-Lessee has filed or caused to be filed all federal, state, local and foreign tax returns, if any, which were required to be filed by Sub-Lessee, and has paid, or caused to be paid, all taxes shown to be due and payable on such returns or on any assessments levied against Su b-Lessee. 15.01.06. All financial information and other documentation, including that pertaining to the Project or Su b-Lessee, delivered by Sub-Lessee to SubLessor, was, on the date of delivery thereof, true and correct. 15.01.07. The principal placeof businessand principalexecutive offices of Sub-Lessee are in San Antonio, Texas. 15.01.08. The execution, delivery, consummation, and performance under this Sub-Lease will not violate or cause the Sub-Lessee to be in default of any provisions of its governing documents or rules and regulations or any other agreement to which Sub-Lessee is a party or constitute a default there under or cause acceleration of any obligation of the Sub-Lessee there under. 15.02. Su b-Lessor represents to Sub-Lessee that each of the following statements is true and accurate and agrees Sub-Lessee may rely upon each of the following statements: 15.02.01. Sub-Lessor is a Florida not-for-profit corporation duly organized and validly existing under the laws of the State of Florida, will apply for and maintain its status as a corporation recognized under Section 501(c)(3) of the Internal Revenue Code, has all requisite power and authority to carry on its business as now conducted, to own or hold its properties and to enter into and perform its obligations hereunder and under each document or instrument contemplated by this Sub-Lease to which it is or will be a party, is qualified to do business in the State of Florida, and has consented to service of process upon a designated agent for service of process in the State of Florida. 15.02.02. All steps, acts and conditions required to be done as a condition precedent to the execution of this Sub-Lease have been done, and Sub-Lessor has full authority to enter into this Sub-Lease. 15.02.03. This Sub-Lease and, to the extent such documents presently exist in form accepted by Sub-Lessor and Sub-Lessee, each document contemplated or required by this Sub-Lease to which Sub-Lessor is or will be a party have been duly authorized by all necessary action on the part of, and have been or will be duly executed and delivered by, Su b-Lessor, and neither the execution and delivery thereof, nor compliance with the terms and provisions thereof or hereof: (a) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein; or, (b) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on Sub-Lessor. 15.02.04. This Sub-Lease and, to the extent such documents presently exist in form accepted by Su b-Lessor and Su b-Lessee, each document contemplated or required by this Sub-Lease to which Sub-Lessor is or will be a party constitutes, or when entered into will constitute, a legal, valid and binding obligation of SubLessor enforceable against Sub-Lessor in accordance with the terms thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws from time to time in effect which affect creditors' rights generally and subject to usual equitable principles in the event that equitable remedies are involved. 15.02.05. There are no pending or, to the knowledge of SubLessor, threatened actions or proceedings before any court or administrative agency against

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Sub-Lessor which question the validity of this Sub-Lease or any document contemplated hereunder, or which are likely in any case, or in the aggregate, to materially adversely affect the consummation of the transactions contemplated hereunder or the financial condition of Sub-Lessor; provided, however, that the parties recognize and acknowledge the pendency of the action styled Keesler v. Community Maritime Park Assocs., Inc., Case No. 2008 CA 003593 in the Circuit Court in and for Escambia County, Florida, in which summary judgment against plaintiffs and in favor of defendant has been granted. Sub-Lessor has filed or caused to be filed all federal, 15.02.06. state, local and foreign tax returns, if any, which were required to be filed by Sub-Lessor, and has paid, or caused to be paid, all taxes shown to be due and payable on such returns or on any assessments levied against Sub-Lessor. 15.02.07. All financial information and other documentation, including that pertaining to the Project, the City, or Sub-Lessor, delivered by Sub-Lessor to Sub-Lessee, was, on the date of delivery thereof, true and correct. The principal place of business and principal executive 15.02.08. offices of Sub-Lessor are in the corporate limits of the City of Pensacola, Florida. 15.02.09. The execution, delivery, consummation, and performance under this Sub-Lease will not violate or cause the Sub-Lessor to be in default of any provisions of its governing documents or rules and regulations or any other agreement to which Sub-Lessor is a party or constitute a default there under or cause acceleration of any obligation of the Sub-Lessor there under. 15.02.10. The individuals executing this Sub-Lease and related documents on behalf of Sub-Lessor are duly authorized to take such action, which action shall be, and is, binding on Sub-Lessor. 16.

PROPERTY CONDITION.

16.01. Subject to other provisions of this Sub-lease, and to completion of the Site Preparation Project under the Development Agreement, the SubLessor is leasing the Sub-Leased Property in its physically 'as is" condition and makes no representation as to its suitability for the uses or purposes provided by this Sub-Lease. The Sub-Lessee acknowledges that it has made, or has had an opportunity to make, a thorough and complete inspection of the Sub-Leased Property and is fully advised of its extent and condition. The Sub-Lessee fully accepts the Sub-Leased Property in its present physical state and condition. 16.02. The parties recognize and acknowledge that the manner in which the Sub-Leased Property and Private Improvements are developed, operated and maintained are matters of critical concern to CMPA and the City by reason of their interest in having a high-quality downtown waterfront Project for use by its residents and the integrated nature of the Private Improvements and the Public Improvements in which the parties have made and will make substantial investments. Sub-Lessee hereby agrees to develop, operate and maintain the Sub-Leased Property, Private Improvements and all other property and equipment located thereon which are owned, leased or maintained by Sub-Lessee in good order, condition, repair and appearance and in a high quality, first class manner consistent with comparable high quality properties of similar use and age in the Pensacola marketplace and in compliance with all applicable federal, state or local laws, rules, regulations, codes or ordinances. To help accomplish this result, Sub-Lessee will establish such reasonable procedures and regulations governing the use and operation of the Sub-Leased Property and Private Improvements as Sub-Lessee shall deem necessary or desirable, and Sub-Lessee will use all reasonable efforts to enforce such procedures and regulations. However, nothing contained herein shall be or be deemed to be any contract or

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agreement by the City, in its municipal capacity, to grant Public Approvals for the Project or with respect to any zoning decisions affecting the Project. 16.03. Sub-Lessee shall at all times keep the Private Improvements constructed on the Sub-Leased Property and all furnishings located therein in good and safe condition and repair consistent with the manner in which comparable high-quality properties of similar use and age in the Pensacola marketplace are kept (reasonable wear and tear excepted), and in the occupancy, maintenance and operation of such Private Improvements, and of the Sub-Leased Property, shall comply with all laws, ordinances, codes and regulations applicable thereto. Should the City fail to maintain the Public Improvements in a manner consistent with comparable public facilities, Sub-Lessee's standard of maintenance for the Private Improvements shall be relieved in the same degree as the decrease in the standards maintained by the City. GENERAL OBLIGATIONS OF THE PARTIES. The following constitute 17. obligations and covenants of the parties, their successors and assigns:

17.01. Sub-Lessee at its own expense shall keep and maintain all property and Private Improvements and the Sub-Leased Property in compliance with all relevant laws, and all legal requirements of all competent authorities, shall not do or fail to do anything, or permit any other Person to do or fail to do anything which may cause the Sub-Lessor to become liable for any penalties, damages, or other costs or expenses, and shall indemnify the Sub-Lessor against all consequences of any breach by the Sub-Lessee of this obligation. Sub-Lessee shall have the right, at its own cost, to contest by appropriate legal proceedings, diligently conducted, the validity or applicability of complying with such laws or requirements. Sub-Lessor, on written request and at no cost to Sub-Lessor, shall sign any appropriate papers, or join in any such contest or empower Sub-Lessee to act in the name of Sub-Lessor as may be necessary or proper to permit Sub-Lessee to contest such laws or requirements. 17.02. I n the event of a breach of any of the provisions of this Sub-Lease, the party not in breach shall be entitled to recover from the breaching party all costs, expenses, reasonable attorneys' fees and damages which may be incurred or sustained by reason of such breach. 17.03. The parties waive the privilege of venue and agree that all litigation between them in the state courts shall take place in Escambia County and that all litigation between them in the federal courts shall take place in the Northern District in and for the State of Florida. 17.04. Upon the commencement of this Sub-Lease with respect to any particular Parcel, Sub-Lessee shall pay when due all real property taxes and special assessments of whatsoever kind levied and assessed against such Parcel and all improvements built and placed on the Parcel by Sub-Lessee. Sub-Lessee further agrees to pay when due all sales and use taxes, and any and all other taxes or assessments imposed upon and being the liability of the Sub-Lessee and arising out of this Sub-Lease, including any sales taxes due on rental payments. 17.04.01. The Sub-Lessee shall have the right to review or protest, or cause to be reviewed or protested, by legal proceedings, any such taxes, assessments, or other charges imposed upon or against the Sub-Leased Property or the improvements built and placed on the Sub-Leased Property, and in case any such real property taxes, assessments, or other charges shall, as a result of such proceedings or otherwise, be reduced, cancelled, set aside or to any extent discharged, Sub-Lessee shall pay the amount that shall be finally assessed or imposed against the Sub-Leased Property or the improvements built and placed on them by Sub-Lessee, which are finally determined to be

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due and payable on any such disputed or contested items. All expenses of such litigation, including court costs, shall be paid by Sub-Lessee free of all expenses to Sub-Lessor. The term "legal proceeding," as used above, shall be construed as including appropriate appeals from any administrative actions, judgments, decrees or orders and certiorari proceedings and appeals from orders entered in them. I f required by law, Sub-Lessor agrees either (i) to join in any such legal proceeding or (ii) to empower Sub-Lessee to act in the name of Sub-Lessor, and Sub-Lessor's election between these two options shall be at its sole discretion. 17.04.02. Sub-Lessor and Sub-Lessee understand and agree that the Private Improvements shall be subject to ad valorem taxation, and that Sub-Lessee or other any person owning, renting, or using any of the Private Improvements will not be permitted to apply for or seek to have any part of the Private Improvements declared exempt from ad valorem taxation. 17.05. For the Private Improvements, Sub-Lessee shall be required to pay all repair and maintenance costs necessary to maintain them in good quality in compliance with all applicable codes and laws. 17.05.01. Sub-Lesseeagrees,atitsexpense, t o m a k e r e p a i r s t o the improvements situated upon the Sub-Leased Property, including electrical, plumbing, sewer and sewer connections which solely serve the Sub-Leased Property, structural and all other repairs that may be required to be made. 17.05.02. I f Sub-Lessee or any successor or assign of Sub-Lessee shall fail to comply with the provisions of this Paragraph 17.05.02, Sub-Lessor shall have the right to obtain specific performance from Sub-Lessee, or any successor or assign of Sub-Lessee, to enforce such repair and maintenance obligations including the ability to force Sub-Lessee, or any successor or assign of Sub-Lessee, t o levy and collect assessments for such repairs and maintenance. 17.06. After the Construction Completion Date, Sub-Lessee may not, without the prior written consent of Sub-Lessor, which consent will not be unreasonably delayed, withheld, or conditioned, make any Major Alteration to all or any part of the completed improvements located on the Sub-Leased Property owned and controlled by SubLessee or Sub-Lessee's successors or assigns. 17.07. Sub-Lessee at its expense agrees to deliver the Sub-Leased Property to Sub-Lessor upon the termination of this Sub-Lease in a good state of repair and condition at the time of surrender, given the age of improvements thereon and the requirements of Paragraph 16.03. 17.08. Su b-Lessor covenants, warrants and agrees that Sub-Lessee, and Sub-Lessee's successors and assigns, shall be entitled peacefully to enjoy, to occupy, and to possess the Sub-Leased Property throughout the lease term without interference, hindrance or molestation. 17.09. After the Sub-Lease Commencement Date, Sub-Lessor will record at its own expense this Sub-Lease in the Public Records of Escambia County, and thereafter, Sub-Lessor shall record at its own expense any amendments to this Sub-Lease in the Public Records of Escambia County. 17.10. this Paragraph 17.10.

Control of Sub-Lessee shall not change except as provided in

17.10.01. As of the Effective Date of this Sub-Lease, Sub-Lessee is Controlled by J. Richard Rodriguez.

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1 2

3 4 5 6

7 8

17.10.02. A change in Control of Sub-Lessee shall occur whenever any Person who had Control of the Sub-Lessee on the Effective Date of this Agreement was executed ceases to have or exercise such Control. 17.10.03. Sub-Lessee shall be obliged to obtain the consent of Sub-Lessor prior to any change in Control of Sub-Lessee. 17.10.04. Sub-Lessor shall not unreasonably withhold or delay its consent to a change in Control of Sub-Lessee in the case of a re-organization for bona fide fiscal purposes. 17.10.05. A change in Control in violation of this Paragraph 17.10 shall constitute a Default by the Sub-Lessee pursuant to Paragraph 19. 18.

CONDEMNATION.

18.01. I n the event of a taking of all of the Sub-Leased Property or so much of it so as to render the Sub-Leased Property unfit for purposes intended by this Sub-Lease, for any public or quasi-public purpose, under any statute or by right of eminent domain, the Sub-Lessee's liability to perform the terms and conditions of this Sub-Lease shall cease, but the Sub-Lessee shall be entitled to any claim against the condemnor that the Sub-Lessor may be entitled to. 18.02. I n the event of a partial taking by condemnation or eminent domain so that the part not so taken shall be sufficient for the continued operation of the Sub-Leased Property for the purposes intended by the Sub-Lessee, then this Sub-Lease shall continue in full force and effect, and the Sub-Lessee shall be entitled to any claim against the condemnor that the Sub-Lessor may be entitled to. The Sub-Lessee, subject to the rights of its lenders, shall use the proceeds received by the Sub-Lessee pursuant to this Paragraph 18 for purposes of restoring those portions of the improvements upon the remainder of the Sub-Leased Property and impacted by the condemnation to as near their former condition as circumstances will permit pertaining to the taken improvement owned by Sub-Lessee, its successors and assigns. 19.

DEFAULT: REMEDIES.

19.01. Unless and until a lease termination certificate is executed by SubLessor and Sub-Lessee and recorded in the Public Records of Escambia County, reflecting a termination of this Sub-Lease and surrender of the Sub-Leased Property pursuant to this Paragraph 19.01, all parties are put on record notice and shall assume and rely upon the fact that this Sub-Lease is in good standing and in full force and effect. This Sub-Lease shall be terminated only for cause, and not for convenience, as provided in this Paragraph 19, and Sub-Lessee shall not be deprived of its private development rights except as provided in this Paragraph 19 or if it fails to maintain the agreed pace of development as provided in Paragraph 7. 19.02. Time is of the essence of this Sub-Lease and all obligations hereunder. Lessor and Sub-Lessee each agree promptly to perform, comply with and abide by this SubLease, and each agree that time of payment and of performance of material obligations are of the very nature and essence of this Sub-Lease. 19.03. I f Sub-Lessee shall fail in the performance of any material term of this Sub-Lease, then the Sub-Lessor, or its agent, may send to the Sub-Lessee a written notice of default, specifying the nature of the default, and Sub-Lessee shall, within thirty (30) days after the date of the notice, commence and diligently pursue a reasonable cure to remedy the default, and this Sub-Lease shall then continue as before; provided, however, in the event such breach cannot with due diligence be cured within a period of sixty (60) days, and if written notice of the default shall have been given to Sub-Lessee, and if Sub-Lessee, prior

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to the expiration of sixty (60) days from and after the giving of such notice commences to eliminate the cause of such default and proceeds diligently and with reasonable dispatch to take all steps and do all work required to cure such default and does so cure such default within a reasonable period of time, then Sub-Lessee shall not be in default under this SubLease. Failure of the Sub-Lessor to insist upon the strict performance of any of the covenants, conditions and agreements of this Sub-Lease in any one or more instances, shall not be construed as a waiver or relinquishment in the future of any such covenants, conditions and agreements. 19.04. I n the event (i) there shall be a material default under this Sub-Lease and such default shall continue after the expiration of any applicable grace period and shall occur prior to the Construction Commencement Date, or (ii) there should be a material default of project coordination responsibilities under the Development Agreement beyond the expiration of any applicable grace period and the Development Agreement is terminated, Sub-Lessor shall have the following rights and remedies: 19.04.01. Sub-Lessor, by notice in writing transmitted to the SubLessee, as provided in the paragraph entitled "NOTICES", may at its option declare the SubLessee's interest under this Sub-Lease ended and without further force and effect. SubLessor is then authorized to re-enter and repossess the Sub-Leased Property and the improvements and personal property on them and Sub-Lessee does in such event waive any demand for possession of the Sub-Leased Property, and agrees to surrender and deliver up the Sub-Leased Property peaceably to Sub-Lessor. I n the event of such action, Sub-Lessee shall have no claim whatsoever against Sub-Lessor by reason of the improvements made upon the Sub-Leased Property, rents paid, or from any other cause whatsoever. SubLessee covenants that no surrender or abandonment of the Sub-Leased Property or of the remainder of the term shall be valid unless accepted by Sub-Lessor in writing. Sub-Lessor shall be under no duty to relet the Sub-Leased Property in the event of an abandonment or surrender or attempted surrender or attempted abandonment of the Sub-Leased Property by Sub-Lessee. Upon Sub-Lessee's abandonment or surrender or attempted abandonment or attempted surrender of the Sub-Leased Property, Sub-Lessor shall have the right to retake possession of the Sub-Leased Property or any part of them, and such retaking of possession shall not constitute an acceptance of Sub-Lessee's abandonment or surrender. 19.05. I n the event there shall be a material default under this SubLease and such default shall continue after the expiration of any applicable grace period and shall occur after the Construction Commencement Date, Sub-Lessor shall have the right to all legal and equitable remedies under applicable law, excepting, however, Sub-Lessor shall expressly not have the right to terminate this Sub-Lease or obtain the right of re-entry or repossession of such Parcels included among the Sub-Leased Property, of which Sub-Lessee already has taken possession and the Sub-Lease commenced in accordance with Paragraph 6 hereof, by other than judicial proceeding. 19.06. I n the event there shall be a material default under this SubLease and such default shall continue after the expiration of any applicable grace period and shall occur after the issuance of the Certificate of Occupancy or Certificate of Completion for the Public Improvements, Sub-Lessor shall have the right to all legal and equitable remedies under applicable law including the remedies set forth in Paragraph 17.05.02 herein regarding Sub-Lessee's failure to repair and maintain the Sub-Leased Property, excepting, however, Sub-Lessor shall expressly not have the right to terminate this Sub-Lease or obtain the right of re-entry or repossession of the Sub-Leased Property by other than judicial proceeding.

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19.07. Sub-Lessor agrees that in the enforcement of Sub-Lessor's rights under this Sub-Lease, Sub-Lessor will not disturb the occupancy of Sub-Lessee's subtenants. 19.08. I f Sub-Lessor shall fail in the performance of any material term of this Sub-Lease, then Sub-Lessee, or its agent, may send to Sub-Lessor a written notice of default, specifying the nature of the default, and Sub-Lessor shall, within sixty (60) days after the date of the notice, cure and remedy the default, and this Sub-Lease shall then continue as before; provided, however, in the event such breach cannot with due diligence be cured within a period of sixty (60) days, and if written notice of the default shall have been given to Sub-Lessor, and if Sub-Lessor, prior to the expiration of sixty (60) days from and after the giving of such notice commences to eliminate the cause of such default and proceeds diligently and with reasonable dispatch to take all steps and do all work required to cure such default and does so cure such default within a reasonable period of time, then Sub-Lessor shall not be in default under this Sub-Lease. Failure of Sub-Lessee to insist upon the strict performance of any of the covenants, conditions and agreements of this Sub-Lease in any one or more instances, shall not be construed as a waiver or relinquishment in the future of any such covenants, conditions and agreements. 19.09. I n the event there shall be a material default under this SubLease by Sub-Lessor and such default shall continue after any applicable grace period, SubLessee shall have the right to all legal and equitable remedies under Applicable Law. 20.

RIGHT TO CONTEST.

20.01. Subject to the conditions set forth in Paragraph 20.02 below, Sub-Lessor or Sub-Lessee each may, at its sole discretion and expense, after prior written notice to the other party hereto, contest by appropriate action or proceeding conducted in good faith and with due diligence, the amount or validity or application, in whole or in part, of any lien, any payment of any taxes, assessments, impact fees or other public charges of a similar nature that may from time to time be levied upon or assessed by any appropriate governmental authority against Sub-Lessee, the Project (or any part thereof), the SubLeased Property, furniture, fixtures, equipment or other personal property thereon, and the revenues generated from the use or operation of any or all of the above, any other payment specifically identified in this Sub-Lease, or compliance with any law, rule, regulation, or other such legal requirement. 20.02. The right to contest any charge, payment or requirement pursuant to Paragraph 20.01 is subject to the following: 20.02.01. such proceeding shall enforcement of such charge, payment or requirement;

suspend

the

execution

or

20.02.02. such proceeding will not create any risk of impairment of the acquisition or preparation of the Sub-Leased Property, the construction, completion, operation or use of the Project, the Sub-Leased Property, or any part thereof, in any material respect, and neither the Project or Sub-Leased Property, nor any part of the Project or the Sub-Leased Property, would be subject to any risk of being involuntarily sold, forfeited or lost or the acquisition of the Sub-Leased Property or the construction, equipping, or completion of the Project or any part thereof be delayed or prohibited; 20.02.03. such proceeding will not subject any other party to criminal liability or risk of material civil liability for failure to comply therewith, or involve risk of any material claim against such party; and 20.02.04. the party seeking the benefit of Paragraph 20.02 shall have furnished to the other parties such security, if any, as may be required in such

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proceeding or as may be reasonably requested by the others, to protect the Project and the Sub-Leased Property, and any part thereof, and any interest of such parties hereunder. 21. DISPUTE RESOLUTION. I n the event of any dispute arising out of or in any related to this Sub-Lease, or any of the transactions or occurrences described or contemplated herein, the parties shall be obligated to follow the following dispute resolution procedures: 21.01. First, the parties shall attempt to negotiate a resolution of the dispute by direct discussions. Such negotiation shall be initiated by written demand by one party to another, and the negotiations may occur with or without counsel, as the parties elect. 21.02. Second, in the event that any dispute is not resolved under Paragraph 21.01 within three (3) weeks of written demand for negotiation, the parties shall mediate the dispute under the statutes and rules governing mediation in the state of Florida. The parties shall first attempt to select a mediator by mutual agreement. Any mediator selected, or sought to be appointed as provided below, shall be a mediator certified by the Supreme Court of Florida to mediate civil cases. I f they cannot do so within thirty (30) business days following the expiration of the three (3) week negotiation period, the parties shall petition the then Chief Judge of the First Judicial Circuit of Florida to appoint an appropriate mediator. Such mediation shall be without prejudice to further voluntary or court-ordered mediation in the event it is unsuccessful. The costs of obtaining the appointment of a mediator, the fees and expenses of the mediation, or any other cost or charge of the mediation shall be borne equally by the parties, unless otherwise agreed. 21.03. I f any dispute is not resolved pursuant to the foregoing process, either party may resort to any other judicial or non-judicial remedies available to them under this Sub-Lease and applicable law. 22.

OWNERSHIP AT TERMINATION.

22.01. Subject to the provisions of Paragraph 22.02 below, any improvements and fixtures located on the Sub-Leased Property at termination of the SubLease shall become the property of the City without any right of compensation or claim of refund of expenditures. 22.02. Any trade fixtures or personal property installed, attached to or located on the Sub-Leased Property by any of Sub-Lessee's subtenants, whether or not attached to the freehold, shall be and remain such subtenants' property and may be removed by the subtenant upon the termination of the Sub-Lease, provided that such subtenant shall repair, restore and save the City harmless from all damage to any of the Sub-subleased Property including improvements located thereon and owned or controlled by such subtenant, caused by such removal. INSURANCE. 23. Insurance shall be issued by an insurer whose business reputation, financial stability and claims payment reputation is satisfactory to Sub-Lessor. Unless otherwise agreed, or unless otherwise required by the Construction Financing Documents, the amounts, form and type of insurance shall conform to the following minimum requirements

23.01. Sub-Lessee shall purchase and maintain Worker's Compensation Insurance Coverage for all Workers' Compensation obligations required by law. Additionally, the policy, or separately obtained policy, must include Employers Liability Coverage of at least $100,000 each person - accident, $100,000 each person - disease, $500,000 aggregate - disease.

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23.02. Sub-Lessee shall purchase coverage on forms no more restrictive than the latest editions of the Commercial General Liability Form filed by the Insurance Services Office. Sub-Lessor shall not be considered liable for premium payment, entitled to any premium return or dividend and shall not be considered a member of any mutual or reciprocal company. Minimum limits of $1,000,000 per occurrence, and per accident, combined single limit for liability must be provided, with umbrella insurance coverage making up any difference between the policy limits of underlying policies coverage and the total amount of coverage required. 23.02.01. Commercial General Liability coverage must be provided, including bodily injury and property damage liability for premises, operations, products and completed operations, and independent contractors. Fire Legal Liability insurance must be endorsed on this policy with limits no less than $100,000 per occurrence. The coverages shall be written on occu rrence-type basis and Su b-Lessor shall be listed as an additional insured. 23.02.02. Umbrella Liability Insurance coverage shall not be more restrictive than the underlying insurance policy coverages. The coverage shall be written on an occurrence-type basis. Sub-Lessee understands and agrees that the minimum limits of insurance required may become inadequate during the term of this Sub-Lease and the minimum limits may be increased to reasonable amounts upon any annual anniversary date of this Sub-Lease. 23.02.03. As long as it is available, Sub-Lessor will cause the City to self-insure or to maintain property insurance on a replacement cost basis, at full replacement value, on the insurable portions of the Public Improvements. At all times during the term of this Sub-Lease, Sub-Lessee shall maintain insurance with such coverage and limits as required to repair and replace the Private Improvements to a state at least equivalent to its state prior to the loss; provided, however, with respect to windstorm and flood coverage, Sub-Lessee may maintain the level of coverage determined based upon a probable maximum loss analysis performed by a nationally recognized catastrophic loss modeling company. The amount of coverage that must be purchased shall not be less than the 100 year probability calculated in the CAT modeling analysis. Coverage shall be provided on an "Agreed Amount" basis "Not Subject to a Co-Insurance Clause" ... 23.03. I n the event there is property damage loss to property insured by the City under the Master Lease (2006) resulting from a natural disaster declared by the President as qualifying for federal assistance under the Stafford Act or some subsequent act, Sub-Lessor will cause the City to be responsible for the deductible pursuant to the Master Lease (2006). For any other property damage loss to property insured by the City under the Master Lease (2006), if the Sub-Lease has commenced with respect to that property, the deductible will be the responsibility of Sub-Lessee and Sub-Lessee will reimburse the City for the deductible. The amount of the deductible will depend upon the type of deductible applied to the loss. For deductibles that apply on a per structure basis, the deductible amount will be the building deductible. For deductibles that apply on an occurrence basis, the deductible amount will be multiplied by the percentage the City's insured property value under this Sub-Lease bears to the City's insured total property value less the City's insured property value under the Master Lease (2006). 23.04. Required insurance shall be documented in the Certificates of Insurance that provide that the City, Sub-Lessor, Sub-Lessee and any pertinent lenders shall be notified at least thirty (30) days in advance of cancellation, nonrenewal or adverse change or restriction in coverage. The name of this Sub-Lease must be listed on the certificate. I f required by the City, Sub-Lessor, or Sub-Lessee, the party responsible for maintaining certain insurance shall furnish copies of pertinent insurance policies, forms,

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endorsements, jackets and other items forming a part of, or relating t o such policies. Certificates shall be on the "Certificate of Insurance" form equal to, as determined by the City, an ACORD 25. To the extent commercially available, Sub-Lessee shall replace any cancelled, adversely changed, restricted or non-renewed policies required of Su b-Lessee hereunder with new policies acceptable t o the City and shall file with the City Certificates of Insurance under the new policies prior to the effective date of such cancellation, adverse change or restriction. 23.05. Su b-Lessee's required coverage shall be considered primary and all other insurance shall be considered as excess, over and above the Sub-Lessee's coverage. 23.06. Sub-Lessee shall retain control over its employees, agents, servants and subcontractors, as well as control over its invitees, and its activities on and about the subject premises and the manner in which such activities shall be undertaken and to that end, Sub-Lessee shall not be deemed t o be an agent of Sub-Lessor. Precaution shall be exercised a t all times by Sub-Lessee for the protection of all persons, including employees, and property. Sub-Lessee shall make reasonable effort t o detect hazards and shall take prompt action where loss control/safety measures should reasonably be expected. 23.07. Sub-Lessee shall not be deemed t o be in default under the provision of this Paragraph 23 if all or a portion of insurance required under this paragraph is not commercially available. 23.08. Su b-Lessor and Sub-Lessee hereby agree t o make reasonable efforts to secure the agreement of their respective insurers and waive, or agree t o cause their respective insurers t o waive subrogation or consent t o a waiver of right of recovery, or t o agree that the insurance is not invalidated if the insured has waived, or has waived before the casualty, the right t o recover against the other for insured casualty losses. 24.

INDEMNIFICATION.

24.01. Sub-Lessee shall indemnify, defend and save harmless SubLessor and the City from and against any and all claims, suits, actions, damages and causes of action arising during the term of this Sub-Lease, for any personal injury, bodily injury, loss of life or damage t o property sustained on any Parcel of the Sub-Leased Property after the Sub-Lease of that Parcel has commenced, or t o or about the improvements placed on the Sub-Leased Property, or their appurtenances, or upon adjacent sidewalks or streets excepting therefrom public streets maintained by the City, and from and against all costs, counsel fees, expenses, liabilities, judgments and decrees incurred in or arising out of any such claim, the investigation of them, or the defense of any action or proceeding brought on them, and from and against any orders, judgments and decrees which may be entered in them. Sub-Lessee shall also specifically defend any action or proceeding brought against Sub-Lessor or the City as the result of any such claim for bodily injury, loss of life or damage t o property, at no cost or expense t o Sub-Lessor or the City. I f Sub-Lessee has supplied Su b-Lessor with evidence of insurance covering any of the aforementioned risks, no claim shall be made against Sub-Lessee unless and until the insurer shall fail or refuse t o defend and/or pay all or any part thereof. 24.02. Sub-Lessor shall indemnify, defend and save harmless SubLessee from and against any and all claims, suits, actions, damages and causes of action arising during the term of this Sub-Lease, for any bodily injury, loss of life or damage t o property sustained within the boundaries of the Property leased under the Master Lease (2006) outside of Sub-Leased Property, and from and against all costs, counsel fees, expenses, liabilities, judgments and decrees incurred in or arising out of any such claim, the investigation of them, or the defense of any action or proceeding brought on them, and

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from and against any orders, judgments and decrees which may be entered in them. SubLessor shall also specifically defend any action or proceeding brought against Sub-Lessee as the result of any such claim for bodily injury, loss of life or damage t o property, at no cost or expense to Sub-Lessee. I f Sub-Lessor has supplied Sub-Lessee with evidence of insurance covering any of the aforementioned risks, including through any self-insurance program, no claim shall be made against Sub-Lessor unless and until the insurer shall fail or refuse to defend and/or pay all or any part thereof. 24.03. Notwithstanding any other provision expressed or implied in this Sub-Lease, no party will under any circumstances be liable to the other party under any theory of recovery, whether based in contract, in tort (including negligence and strict liability), under warranty, or otherwise, for any indirect, special, incidental, or consequential loss or damage whatsoever including without limitation loss of profits or revenue, loss of use or material, equipment or systems, or capital costs. CASUALTY. I f a casualty loss affecting all or that part of the improvements 25. located on the Sub-Leased Property should occur for all or that part of the improvements, Sub-Lessee shall promptly notify the City about the loss ("Notice of Loss"). The Notice of Loss shall include the date on which the loss occurred and the determination of SubLessee, in its reasonable opinion, as t o whether the repair or restoration of the improvements affected by the loss is feasible. I f repair or restoration is feasible, the proposed construction schedule and budget for implementing such repair or restoration shall also be included in the Notice of Loss.

25.01. I n determining whether repair or restoration is feasible, SubLessee shall consider, among other factors: (i) the cost of repairing or restoring the improvements affected by the loss; (ii) the amount of damage or destruction involved and the insurance proceeds available t o pay for the repair or restoration of the improvements affected by the loss t o the condition that existed immediately prior to the casualty ("Proceeds") less the reasonable expenses incurred in collecting and disbursing such Proceeds in accordance with the proposed construction schedule and budget; (iii) the effects of the loss on the Project in a commercially reasonable manner, with or without such improvements affected by the loss; (iv) the remaining length of the term of this Sub-Lease; and (v) rights of Sub-Lessee's lenders. 25.02. I f Sub-Lessee determines in its reasonable opinion that repair or restoration is feasible, and subject t o approval of Sub-Lessor, the Proceeds shall be used, collected and disbursed t o pay for the repair or restoration in accordance with the proposed construction schedule and budget for implementing such repair or restoration. In recognition of the importance of the operation of the Private Improvements t o the Project and of the tax-increment-finance revenues to the City, the Sub-Lessee will commence repair and construction in a reasonably timely manner. I f any Proceeds remain after paying for the repair or restoration, they shall be disbursed t o Sub-Lessee. 25.03. I f Sub-Lessee determines in its reasonable opinion that repair and restoration is not feasible, Sub-Lessee will not be obligated t o make such repair or restoration. I n that event, the Proceeds shall be used t o clear that portion of damaged or destroyed improvements affected by the loss, and the cleared lands shall be surrendered to the City. Upon such surrender, this Sub-Lease shall terminate as t o that surrendered portion. I f Proceeds remain after paying for the cost of clearing that portion of the damaged or destroyed improvements affected by the loss, the Proceeds shall be then used to pay any additional costs incurred by the Project as a result of such loss and severance. Thereafter, provided that there are no other outstanding lender or other reasonable thirdparty Project-related obligations toward which the Proceeds may be applied, any remaining Proceeds shall be disbursed t o Sub-Lessee and Sub-Lessor in proportion t o the economic

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value of their interests in the Private Improvements prior to the loss, recognizing the duration of the remaining Sub-lease term. 25.04. The time between the date of the casualty and the date on which Notice of Loss is given shall be considered an Unavoidable Delay under this SubLease. Sub-Lessee will not be obligated to make any repair or restoration that is feasible, unless and until Sub-Lessee's time for performance has been extended by a period of time sufficient to repair or restore such loss and complete the balance of the Private Improvements. 26.

ASSIGNMENT.

26.01. To generate interest in the Private Improvements and attract the greatest overall investment of resources into the Project, the parties intend and agree to allow Sub-subleases or assignments of the Sub-Leased Property; however, the right to assign or Sub-sublease shall be limited to the circumstances expressly described in this Paragraph 26. 26.02. The parties contemplate such assignment or Sub-Sublease, in whole or in part, in three circumstances: 26.02.01. Assignment of 100°/o of the Sub-Lesseels/Developer's then remaining Private Improvement development rights prior to completion of the Private Improvements ("Wholesale Substitution"); Assignment or Su b-Sublease by Su b-Lessee/Developer 26.02.02. to an alternative developer of the right to develop an as-yet undeveloped Parcel on which Private Improvements may be constructed within the Sub-Leased Property ("Prospective Assignment of an Individual Parcel"); and 26.02.03. Assignment or Sub-sublease by Sub-Lessee/Developer to a third party of the rights arising out of a Sub-sublease that has commenced for a Parcel on which Private Improvements have been or are being constructed within the Sub-Leased Property ("Assignment of a Completed Parcel"). 26.03. Wholesale Substitution shall only be allowed subject to advance written consent by Sub-Lessor determined in its sole discretion. 26.04. Prospective Assignment of an Individual Parcel shall be allowed if: (i) on the effective date of assignment there is no material event of default under the Sub-Lease that is continuing, (ii) the proposed assignee or Sub-sublessee acknowledges, accepts and agrees to comply with all obligations of the Sub-Lease, and (iii) subject to SubLessor's approval, which shall not be unreasonably withheld, the proposed assignee or SubSublessee is of suitable financial strength, status and experience to timely complete development of the Private Improvements approved for development on the Parcel and to timely manage and maintain the Private Improvements on the Parcel in compliance with the Sub-Lease, (iv) neither proposed assignee nor an Affiliate is in litigation with Sub-Lessor or the City, and (vi) neither proposed assignee nor an Affiliate is delinquent in the payment of taxes. 26.05. Assignment of a Completed Parcel in whole or in part shall be allowed without Sub-Lessor's prior written consent in Sub-Lessee's absolute discretion if: (i) the proposed assignee or Sub-sublessee acknowledges, accepts and agrees to comply with all obligations of the Sub-Lease, (ii) neither proposed assignee nor an Affiliate is in litigation with Sub-Lessor or the City, and (iii) neither proposed assignee nor an Affiliate is delinquent in the payment of taxes; provided, however, that such assignment shall be subject to SubLessor's approval of the proposed assignee's strength, status and experience, which approval shall not be unreasonably withheld, and which approval shall be deemed granted if

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Sub-Lessor does not act (to grant or withhold approval) within fourteen (14) days of receiving notice and information reasonably necessary t o assess such strength, status and experience. 26.06. Sub-Lessor and the City shall recognize and not disturb the rights of the holders of such separate Sub-subleases or assignments in their respective Parcel(s), notwithstanding the default of the holders of other Parcels and notwithstanding the default by the holder of any ground lease interest for a Parcel on which the separate component is founded. SUCCESSORS I N INTEREST. The covenants and agreements contained in 27. this Sub-Lease shall be binding on and inure t o the benefit of the respective permitted successors and assigns of the parties whether by merger or otherwise. Wherever used, the singular number shall include the plural, and the use of any gender shall be applicable t o all genders. NOTICES. All notices required by law and by this Sub-Lease t o be given by 28. one party t o the other shall be in writing, and shall be sent by registered or certified mail, postage prepaid, return receipt requested or by courier service, or by hand delivery to the office for each party indicated below and addressed as follows:

To Sub-Lessor:

Community Maritime Park Associates, Inc. c/o Lacey A. Collier, Chairman/Trustee 222 West Main Street Pensacola, FL 32502

Copy to:

Edward P. Fleming McDonald, Fleming Moorhead 25 W. Government Street Pensacola, FL 32502-5813

Copy to:

Office of the City Manager City of Pensacola 222 West Main Street Pensacola, FL 32502

To Sub-Lessee:

Maritime Park Development Partners, LLC c/o Jeff Galt 85 NE Loop 410, Ste. 207 San Antonio, TX 78216

Copy to:

Mark G. Lawson Bryant Miller Olive, P.A. 1 0 1 N. Monroe Street, Ste. 900 Tallahassee, FL 32301

Notices given by courier service or by hand delivery shall be effective upon delivery and notices given by mail shall be effective on the third (3rd) business day after mailing. Refusal by any person t o accept delivery of any notice delivered t o the office at the address indicated above (or as it may be changed) shall be deemed t o have been an effective delivery as provided in this Paragraph 28. The addresses t o which notices are t o be sent may be changed from time to time by written notice delivered t o the other parties and such

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notices shall be effective upon receipt. Until notice of change of address is received as to any particular party hereto, all other parties may rely upon the last address given. 29. ESTOPPEL CERTIFICATES. Sub-Lessor agrees that, at any time and from time to time during the Term of this Lease, within twenty (20) days after request by SubLessee, the Authorized Representative of Sub-Lessor will execute, acknowledge and deliver to any prospective purchaser, assignee, mortgagee or other person designated by SubLessee, a certificate stating: (a) that this Sub-Lease is unmodified and in force and effect (or if there have been modifications, that this Sub-Lease is in force and effect as modified, and identifying the modification agreements); (b) confirming that the rent has been paid in full; (c) whether or not there is any existing default by either party hereto, and, if there is any such default, specifying the nature and extent thereof; (d) whether or not there are any setoffs, defenses, or counterclaims against enforcement of the obligations to be performed hereunder; and (e) any other information relating to this Sub-Lease reasonably requested by Su b-Lessee. SEVERABILITY. I f any paragraph, subparagraph, sentence, clause, 30. provision, or part of this Sub-Lease shall be held invalid for any reason, the remainder of this Sub-Lease shall not be affected.

31.

LEASEHOLD MORTGAGES.

31.01. No mortgage may be placed on the City's fee simple interest underlying the Sub-Leased Property or on Sub-Lessor's leasehold interest under the Master Lease. Sub-Lessee shall be entitled to mortgage the leasehold interest under this SubLease. The leasehold mortgaging provisions of this Section 3 1 shall similarly apply to leasehold mortgages of Sub-sublease interests to the extent the pertinent Sub-sublease permits leasehold mortgaging. 31.02. I f Sub-Lessee shall mortgage its leasehold interest and if the holder of the mortgage or pledge shall forward to Sub-Lessor a duplicate original of the mortgage in form proper for recording, or a copy of the mortgage certified as a true copy by the Clerk of the Circuit Court of Escambia County, together with a written notice setting forth the name and address of the leasehold mortgagee, then, until the time that the leasehold mortgage shall be satisfied of record, the following provisions of this Paragraph 3 1 shall apply. 31.02.01. When giving notice to the Sub-Lessee with respect to any default under the provisions of this Sub-Lease, the Sub-Lessor will also serve a copy of such notice upon the leasehold mortgagee. No such notice to the Sub-Lessee shall be deemed to have been given, unless a copy of such notice has been mailed to such leasehold mortgagee, which notice must specify the nature of each such default. 31.02.02. I n case Sub-Lessee shall default under any of the provisions of this Sub-Lease, the leasehold mortgagee shall have the right to cure such default whether the same consists of the failure t o perform any matter or thing which SubLessee is required to do or perform and Sub-Lessor shall accept such performance on the part of the leasehold mortgagee as though the same had been done or performed by SubLessee. The leasehold mortgagee, upon the date of mailing by Sub-Lessor of the notice referred to in Paragraph 31.02.01 shall have, in addition to any period of grace extended to Sub-Lessee under the terms and conditions of this Sub-Lease for a non-monetary default, a period of one hundred twenty (120) days within which to cure any non-monetary default or cause the same to be cured or to commence to cure such default with diligence and continuity; provided, however, that as to any default of the Sub-Lessee for failure to pay rent, or failure to pay any amount otherwise required under the terms of this Sub-Lease (e.g., including, but not limited to, taxes or assessments), the leasehold mortgagee shall

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have sixty (60) days from the date the notice of default was mailed to the leasehold mortgagee within which to cure such default. 31.02.03. I n case Sub-Lessee shall default under any of the provisions of this Sub-Lease, the leasehold mortgagee shall have the right to cure such default whether the same consists of the failure to pay rent or the failure to perform any other matter or thing which the Sub-Lessee is required to do or perform and Sub-Lessor shall accept such performance on the part of the leasehold mortgagee as though the same had been done or performed by Sub-Lessee. 31.02.04. I n the case of any default by Sub-Lessee, Sub-Lessor will take no action to effect a termination of the term of this Sub-Lease after the service of a notice provided for in Paragraph 31.02.02 above by reason of any such default, without first giving to the leasehold mortgagee a reasonable time, from the mailing of the default notice by Sub-Lessor to Sub-Lessee, with a copy to such leasehold mortgagee, within which either: (i) to obtain possession of the Sub-Leased Property (including possession by a receiver) and cure such non-monetary default in the case of a default which is susceptible of being cured when the leasehold mortgagee has obtained possession; or (ii) to institute foreclosure proceedings and complete such foreclosure or otherwise acquire Su b-Lessee's interest under this Sub-Lease with diligence and continuity and thereafter to commence and diligently proceed to cure such default; provided, however, that the leasehold mortgagee shall not be required to continue such possession or continue such foreclosure proceedings if the default shall be timely cured, and provided further, that nothing in this Paragraph 3 1 shall preclude Sub-Lessor from exercising any rights or remedies under this Sub-Lease with respect to any other default by Sub-Lessee during any period of forbearance. 31.02.05. I n the event of the termination of this Sub-Lease or of any succeeding sublease made pursuant to the provisions of this Paragraph 3 1 prior to its stated expiration date, Sub-Lessor will enter into a new lease of the Sub-Leased Property with the leasehold mortgagee or, at the request of such leasehold mortgagee, with a corporation formed by or on behalf of such leasehold mortgagee or by or on behalf of the holder of the note secured by the leasehold mortgage held by such leasehold mortgagee, for the remainder of the term, effective on the date of such termination, at the rent and additional rent and upon the covenants, agreements, terms, provisions and limitations contained in this Sub-Lease, provided that such leasehold mortgagee makes written request and executes, acknowledges and delivers to Sub-Lessor such new sublease within thirty (30) days from the date of such termination and such written request and such new sublease is accompanied by payment to the Sub-Lessor of all amounts then due to SubLessor, including reasonable counsel fees, court costs and disbursements incurred by SubLessor in connection with any such default and termination as well as in connection with the execution and delivery of such new sublease, less the net income collected by Sub-Lessor subsequent to the date of termination of this Sub-Lease and prior to the execution and delivery of the new sublease, any excess of such net income over the aforesaid sums and expenses to be applied in payment of the rent thereafter becoming due under such new lease. 31.02.06. The leasehold mortgagee of all or any portion of the Sub-Leased Property may become the legal owner and holder of Sub-Lessee's interest in this Sub-Lease for such Sub-Leased Property by foreclosure of its mortgage or as a result of the assignment of this Sub-Lease in lieu of foreclosure, whereupon such leasehold mortgagee shall immediately become and remain liable under this Sub-Lease as provided in this Paragraph 31, except that such leasehold mortgagee may assign this Sub-Lease without Sub-Lessor's consent to any institutional assignee at any time whether prior or subsequent to the construction or completion of the improvements erected or to be erected upon the Sub-Leased Property.

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31.02.07. I n the event that a leasehold mortgagee shall become the owner or holder of Sub-Lessee's interest by foreclosure of its mortgage or by assignment of this Sub-Lease in lieu of foreclosure or otherwise, the term "Sub-Lessee," as used in this Sub-Lease, means only the owner or holder of Sub-Lessee's interest for the time being so that, in the event of a sale, assignment or other disposition of Sub-Lessee's interest in this Sub-Lease by the leasehold mortgagee, the leasehold mortgagee shall be entirely freed and relieved of all covenants and obligations of Sub-Lessee under this SubLease and it shall be deemed and construed, without further agreement between SubLessor and the leasehold mortgagee or between Sub-Lessor, the leasehold mortgagee and the leasehold mortgagee's purchaser or assignee at any such sale or upon assignment of Sub-Lessee's interest, that the purchaser or assignee of Sub-Lessee's interest has assumed and agreed to carry out any and all covenants and obligations of Sub-Lessee. 31.03. Within ten (10) days after written request by Sub-Lessee or by Sub-Lessee's leasehold mortgagee, or in the event that upon any sale, assignment or mortgaging of Sub-Lessee's interest in this Sub-Lease by Sub-Lessee or Sub-Lessee's leasehold mortgagee, an offset statement shall be required from Sub-Lessor, Sub-Lessor agrees to deliver in recordable form a certificate to any proposed leasehold mortgagee, purchaser, assignee or to Sub-Lessee, certifying (if such be the case): (i) the amount of rental and additional rental due under this Sub-Lease, if any, and the date to which rentals have been paid; (ii) that the Sub-Lease is in full force and effect; (iii) that Sub-Lessor has no knowledge of any default under this Sub-Lease, or if any default exists, specifying the nature of the default; and (iv) that there are no defenses or offsets which are known and may be asserted by Sub-Lessor against Sub-Lessee in respect of obligations pursuant to this Sub-Lease. 31.04. So long as Sub-Lessee's interest in this Sub-Lease shall be mortgaged to a leasehold mortgagee, the parties agree for the benefit of such leasehold mortgagee, that they shall not surrender or accept a surrender of this Sub-Lease or any part of it, nor shall they cancel, abridge or otherwise modify this Sub-Lease without the prior written consent of such leasehold mortgagee in each instance. 31.05. Reference in this Su b-Lease to acquisition of Su b-Lessee's interests in the Sub-Lease by the leasehold mortgagee shall be deemed to refer, where circumstances require, to acquisition of Sub-Lessee's interest in this Sub-Lease by any purchaser at a sale on foreclosure of the leasehold mortgage and provisions applicable to the leasehold mortgagee in such instance or instances shall also be applicable to any such purchaser. 31.06. Reference in this Sub-Lease to a leasehold mortgagee shall be deemed to refer where circumstances require, to any assignee of a leasehold mortgagee; provided that such assignee shall forward to Sub-Lessor a duplicate original of the assignment of the leasehold mortgage in form proper for recording, or a copy of such assignment, certified as a true copy by the Clerk of the Circuit Court of Escambia County, together with a written notice setting forth the name and address of the assignee. 31.07. Any leasehold mortgage shall be specifically subject and subordinate to Sub-Lessor's rights under this Sub-Lease and the Master Lease (2006), and to the City's fee ownership of the Sub-Leased Property. The sentence immediately preceding shall not be deemed or construed (by implication or otherwise) to impose or establish upon Sub-Lessee's interest in this Sub-Lease or upon the lien of any leasehold mortgage the superiority of any lien or encumbrance, including, without limitation, the lien of any fee mortgage, judgment or tax created directly or indirectly by, through or against the City's fee interest in the Sub-Leased Property or the Sub-Lessor's interest in this SubLease or the Master Lease (2006). Despite any provision which is or may appear to be to

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1 2 3

the contrary in this Sub-Lease, under no circumstances whatsoever shall the City's fee simple title interest, or Sub-Lessor's leasehold interest, of the Sub-Lessor in the Property, or any portion of them, be subordinated to the Sub-Lease. 31.08. A leasehold mortgagee (or its designee or nominee) may become the legal owner and holder of the interest of Sub-Lessee under this Sub-Lease, including, without limitation, ownership of the improvements erected on or to be erected on the Sub-Leased Property, by foreclosure or other enforcement proceedings, or by obtaining an assignment of this Sub-Lease in lieu of foreclosure or through settlement of or arising out of any pending or threatened foreclosure proceeding, without Sub-Lessor's consent, subject always to the applicable terms and provisions of this Sub-Lease. 31.09. The provisions of this Paragraph 3 1 in favor of the leasehold mortgagee shall inure to the benefit of the leasehold mortgagee and its successors, assigns and designees, and also any other purchaser or transferee of this Sub-Lease pursuant to any foreclosure or bankruptcy proceedings, or assignment in lieu thereof. 31.10. Notwithstanding any contrary provision of this Sub-Lease, the leasehold mortgagee shall not be liable or responsible in any respect for any of Sub-Lessee's obligations under this Sub-Lease unless and until the leasehold mortgagee becomes the owner and holder of Sub-Lessee's leasehold interest in this Sub-Lease through foreclosure or bankruptcy proceedings, or assignment in lieu thereof. 31.11. Sub-Lessor agrees to amend this Sub-Lease to include such changes as may be reasonably required by Sub-Lessee's leasehold mortgagee(s), from time to time, provided, such changes do not materially impair Sub-Lessor's rights under the Master Lease (2006), or materially increase Sub-Lessor's obligations under this Sub-Lease. 32.

SALE OR ASSIGNMENT BY SUB-LESSOR.

32.01. The parties recognize and acknowledge that it is not the City's practice or intent to alienate its fee simple interest in the property comprising the Project Site. However, in the event the City offers the Sub-Lessor the opportunity to acquire fee simple ownership of some or all of the Parcels comprising the Project Site during the term of this Sub-Lease, this Paragraph 32 shall apply. 32.02. I f the Sub-Lessor acquires fee simple ownership, then for entire remaining term of this Sub-Lease Sub-Lessee shall have a right of first refusal with respect to Sub-Lessor's ownership interest. The terms of the right of first refusal and the procedures for exercising it shall be identical to those specified in Paragraph 3 1 of the Master Lease (2006). 32.03. I f the Sub-Lessor determines to decline the City's offer, the Sub-Lessor shall timely assign to the Sub-Lessee the right of first refusal the Sub-Lessor possesses under Paragraph 3 1 of the Master Lease (2006). 32.04. Notwithstanding anything to the contrary contained in this Paragraph 32, the right of first refusal herein shall not apply to Sub-Lessor's conveyance, sale or transfer of the entire Sub-Leased Property to a duly created agency of the City, provided such conveyance, sale or transfer is subject to all the terms, conditions and covenants in this Sub-Lease, including this Paragraph 32, and such transferee expressly assumes in writing all terms, conditions and covenants in this Sub-Lease applicable to SubLessor hereunder, and such written assumption is recorded in the Public Records of the County. 33. COMPLETE AGREEMENT. The parties mutually represent to each other that this Sub-Lease constitutes the final and complete agreement of the parties on its subject matter and may not be changed, modified, discharged or extended except by written

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instrument duly executed by the parties. The parties agree that no previous representations or warranties shall be binding upon either party nor has the execution of this Sub-Lease been induced on the part of any party except as expressed in writing in this Sub-Lease. The parties intend that this Sub-Lease be interpreted and applied in light of, and where reasonable with reference to, the purposes of the Development Agreement and the Master Developer Agreement (2006). NON-DISCRIMINATION. Sub-Lessee shall not discriminate against 34. contractors, sub-sublessees or users of the Private Improvements with regard to race, creed, color, handicap, familial status, disability, marital status, religion, national origin or content of speech. Sub-Lessee accepts sole responsibility for ensuring such nondiscriminatory access to the Sub-Leased Property. SUBROGATION. Sub-Lessor shall have the option, after sixty (60) calendar 35. days' prior written notice to Sub-Lessee and without waiving or impairing any of SubLessor's rights, to pay any sum or perform any act required of Sub-Lessee under this SubLease, and the amount of any such payment and the value of any such performance, together with interest on them, shall be secured by this Sub-Lease, and shall be promptly due and payable to Sub-Lessor as additional rent. CONFORMITY TO LAW. Sub-Lessee acknowledges that the Sub-Leased 36. Property and improvements to be constructed thereon are subject to all Applicable Law, and to provisions and restrictions governing land use and zoning, site and structure design, compliance with building, environmental and occupational codes as determined by the applicable governing entity or instrumentality having jurisdiction.

37. LICENSES AND PERMITS. Sub-Lessee shall, at its own expense, obtain all necessary permits, and pay all licenses, fees, and taxes required to comply with all Applicable Laws relative to development and operation to be conducted on the Sub-Leased Property in accordance with this Sub-Lease, excepting therefrom the permits, licenses, fees and taxes for any part of the Sub-Leased Property that is subsequently assigned or transferred to or owned or controlled by the Sub-Lessor or the City or the agency for which the City shall be responsible at their sole cost and expense. Upon Sub-Lessor's written request, at reasonable intervals, Sub-Lessee agrees to provide Sub-Lessor with a copy of such permits and payments. RADON GAS. Section 404.056, Florida Statutes requires that the following 38. notification be given for real estate transactions of this type: "RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit."

39. NO MERGER. There shall be no merger of this Sub-Lease or of the leasehold estate hereby created with the fee estate in the Sub-Leased Property or any part thereof by reason of the fact that the same person may acquire or hold, directly or indirectly, this Sub-Lease or the leasehold estate hereby created or any interest in this Sub-Lease or in such leasehold estate as well as the fee estate in the Sub-Leased Property or any interest in such fee estate.

40. SUBORDINATION. Sub-Lessor hereby subordinates in favor of any leasehold mortgagee any right to a Sub-Lessor's lien against the furnishings, fixtures, machinery, equipment, furniture, inventory and/or any other items of personal property which are owned by Sub-Lessee or tenants of Sub-Lessee under Sub-Subleases, and now located or may hereafter be delivered or installed in or upon any of the improvements

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situated upon the Sub-Leased Property. This subordination is self-executing and no further evidence of the subordination must be produced. However, if requested by any leasehold mortgagee, Sub-Lessor shall execute and deliver a subordination agreement in the form reasonably required by such leasehold mortgagee within fifteen (15) business days of written request and the governing body of Su b-Lessor hereby authorizes and instructs its Authorized Representative to sign and deliver such subordination agreement when found not to be inconsistent with the purpose and intent of this Paragraph 40 NONSUBORDINATION OF CITY'S INTEREST. Notwithstanding any 41. provision in this Sub-Lease to the contrary, the City's fee simple interest in and ownership of the Sub-Leased Property and the City's rights and interest in this Sub-Lease (including, without limitation, the rights to rent,, additional payments, public charges and other monetary obligations of Developer to the City under this Sub-Lease) shall not be subject or subordinate to or encumbered by any financing for the Private Improvements or lien or encumbrances affecting Sub-Lessee's interest in this Sub-Lease or the Private Improvements or by any action or conduct of Sub-Lessee or Sub-sublessees hereunder. I n this regard, the rent and other monetary obligations of Sub-Lessee to the City under this Sub-Lease then payable at any point in time during the term of this Sub-Lease shall be paid by the Sub-Lessee to the City and shall be superior in right to all claims or rights hereunder or described above in this Section including but not limited to all Project operating expenses, the payment of debt service, and any distributions of profits to the Sub-Lessee or any of its owners. 42. DELAYS. I n the event either party hereto is delayed in the performance of any act required hereunder by reason of an Unavoidable Delay, performance of such act shall be excused for the period of the Unavoidable Delay and the period for the performance of such act shall be extended for a period equivalent to the period of the Unavoidable Delay and all dates, time periods, deadlines as contained in the Master Lease shall be extended by the time period caused by the Unavoidable Delay. "Unavoidable Delay" means any of the following events or conditions or any combination thereof: acts of God, acts of the public enemy, riot, insurrection, war, terrorism, pestilence, archaeological excavations required by law, unavailability of materials after timely ordering of same, epidemics, quarantine restrictions, freight embargoes, fire, lightning, hurricanes, earthquakes, tornadoes, floods, extremely abnormal and excessively inclement weather (as indicated by the records of the local weather bureau for a five-year period preceding the Effective Date), strikes or labor disturbances, delays due to proceedings under Chapters 73, 74 or 75, Florida Statutes, restoration in connection with any of the foregoing or any other cause beyond the reasonable control of the party performing the obligation in question, including, without limitation, such causes as may arise from the act of the other party to this Sub-Lease, or acts of any governmental authority.

43. GOOD FAITH AND FAIR DEALING. Sub-Lessor and Sub-Lessee hereby agree to interpret the terms, conditions and provisions of this Sub-Lease in good faith exercising reasonable business judgment, and to attempt to resolve any and all issues, disputes or conflicts that may arise hereunder in a reasonable and fair manner. EFFECTIVE DATE. Upon execution of this Sub-Lease by the authorized 44. trustees of Sub-Lessor and by the authorized representative of Sub-Lessee, this Sub-Lease shall be in full force and effect in accordance with its terms and the Effective Date shall be the first day of the month in which all parties have executed same.

IN WITNESS WHEREOF, the parties have set their hands and affixed their respective seals. [SIGNATURES ON FOLLOWING PAGES]

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Executed and delivered in the presence of:

COMMUNITY MARITIME PARK ASSOCIATES, INC., a Florida not-for-profit corporation

By : Lacey A. Collier, ChairmanITrustee (Print Name)

(Print Name) (witnesses as to Lacey A. Collier) STATE OF FLORIDA COUNTY OF ESCAMBIA The foregoing instrument was acknowledged before me this - day of I 2009, by Lacey A. Collier, chairman and trustee of Community Maritime Park Associates, Inc., a Florida not-for-profit corporation. He is personally known to me or has produced a valid driver's license as identification. (SEAL)

PrintedITyped Name: Notary Public-State of Florida Commission Number:

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Executed and delivered in the presence of:

MARITIME PARK DEVELOPMENT PARTNERS, LLC, a Florida limited liability company

By : Jeffery S. Galt, President (Print Name)

(Print Name) (witnesses as to Jeffery S. Galt)

STATE OF FLORIDA COUNTY OF ESCAMBIA The foregoing instrument was acknowledged before me this - day of I 2009, by Jeffery S. Galt, President of Maritime Park Development Partners, LLC, a Florida limited liability company. He is personally known t o me or has produced a valid driver's license as identification. (SEAL) PrintedITyped Name: Notary Public-State of Florida Commission Number:

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CONSENT

At a duly called public meeting on April -, 2009, the City Council approved this Sub-Lease and authorized the execution of this Consent by the appropriate officials of the City evidencing same. This Consent is provided for the purpose of acknowledging that this Sub-Lease is to be construed as in furtherance of the objectives of the Master Development Agreement (2006) and Master Lease (2006), acknowledging the intention and commitment of the City to cooperatively work with the CMPA and the Developer toward successful development of the Project as provided for herein, and acknowledging that full performance hereunder shall be deemed and construed as full performance under the Master Development Agreement (2006) and Master Lease (2006) in all respects. I n accordance with the Master Development Agreement (2006) and Master Lease (2006), the City further confirms and agrees: the Master Lease (2006) and Master Development Agreement (2006) are in (a) full force and effect; in accordance with Paragraph 6 of the Sub-Lease, the City will allow the (b) continuation of the term beyond the expiration of the Master Lease (2006), with the City assuming the position of the Sub-Lessor thereafter until the expiration of the term of the Sub-Lease; in accordance with Section 21.07 of the Master Lease (2006), the City will (c) recognize and not disturb the occupancy of Sub-Lessee or its subtenants; the City will recognize and respect the leasehold mortgage rights of holders of (d) leasehold mortgages under the Sub-Lease and any Sub-subleases as provided in Section 3 1 of the Sub-Lease; and in the interest of allocating insurable casualty risks to insurance companies, (e) the City shall make reasonable efforts to secure the agreement of its insurers and extend the waiver of subrogation and waiver of recovery rights for insured casualty damage contained in Section 25.13 of the Master Lease (2006) to the Sub-Lessee and its subtenants. CITY OF PENSACOLA, FLORIDA

By : Alvin G. Coby, City Manager By: City Clerk APPROVED AS TO FORM AND EXECUTION: By : City Attorney

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EXHIBIT "A" Project Site Legal Description

THAT PORTION OF THE WATERFRONT TRACT, CITY OF PENSACOLA, ESCAMBIA COUNTY, FLORIDA, ACCORDING TO THE OFFICIAL MAP OF WATERFRONT DRAWN BY WILLIAM GALT CHIPLEY IN 1889 AND REVISED IN 1890, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTH RIGHT-Of-WAY LINE OF MAIN STREET (RIW VARIES), BEING 21 0 FEET WEST OF THE WEST RIGHT OF WAY LINE OF DEVILLIERS STREET (50' RIW); THENCE SOUTH AND PARALLEL TO SAID DEVILLIERS STREET TO THE POINT OF INTERSECTION WITH THE WESTERLY EXTENSION OF THE SOUTH FACE OF A CONCRETE SEAWALL; THENCE EASTERLY ALONG SAID WESTERLY EXTENSION AND ALONG SAID SEAWALL, TO THE POINT OF INTERSECTION WITH THE EASTERLY EXTENSION OF SAID SEAWALL AND SOUTHERLY EXTENSION OF THE WEST LINE OF BLOCK 3, OLD CITY TRACT; THENCE NORTHERLY ALONG SAID SOUTHERLY EXTENSION TO THE POINT Of INTERSECTION WITH THE MEAN HIGH WATER LINE OF PENSACOLA BAY; THENCE EASTERLY ALONG SAID MEAN HIGH WATER LINE TO THE POINT Of INTERSECTION WITH THE SOUTHERLY EXTENSION OF THE WEST LINE OF PARCEL "C", PORT ROYAL PHASE 11, AS RECORDED IN PLAT BOOK 15, PAGE 98, OF THE PUBLIC RECORDS OF SAID COUNTY; THENCE NORTHERLY ALONG SAID SOUTHERLY EXTENSION OF SAID WEST LINE OF SAID PARCEL "C" TO THE NORTH LINE OF SAID PARCEL "C"; THENCE EASTERLY ALONG SAID NORTH LINE OF SAID PARCEL "C" TO THE WEST RIGHT-Of-WAY LINE OF PORT ROYAL WAY (PRIVATE DRIVE), AS RECORDED IN 0. R. BOOK 1749, PAGE 253-254, Of THE PUBLIC RECORDS OF SAID COUNTY; THENCE NORTHERLY ALONG SAID WEST LINE TO THE SOUTH RIGHT-OF-WAY LINE OF SAID MAIN STREET; THENCE WESTERLY ALONG SAID SOUTH RIGHT-OF-WAY LINE OF MAIN STREET TO THE POINT OF BEGINNING. SUBJECT TO AN EXISTING DRAINAGE AND PUBLIC RIGHT-OF-WAY EASEMENT IN THE APPROXIMATE LOCATION OF THE SOUTHERLY EXTENSION OF THE SPRING STREET RIGHT-OF-WAY (RIW VARIES) AS LOCATED NORTH OF MAIN STREET.

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EXHIBIT "B"

Su b-Leased Property Description

mierr .H. Perpel Plan

**

RhrebI~mbcbndhd~(jrmndFlo#IN'LW,8bcmdLeml

SLadlun Cknaodone end Rssbporrar a d Thlnd L w d -Urn

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a.

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EXHIBIT "C" Initial Parcel Plan

Parcel Plan

.k

**

Prlvels Irr~pwvetrrarilrj do r~otInclude Flours C~ntslnlngUWF Exec~thro

tearnmp Center and Conference Center. Prlvata lmpmvelnents do not l n d ~ d eGround Floor Locker Rwrns, Second Level Stadium Concessions and Restrooms, and Third Level Staciurn Suites.

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EXHIBIT "H" Community Maritime Park Agreement Termination Certificate

Pursuant to Section 12.06 of the Development Agreement (Community Maritime Park) between Community Maritime Park Associates, Inc. ("CMPA), and Maritime Park Development Partners, LLC (the "Developer") with an Effective Date of April -, 2009 (the "Development Agreement"), does hereby certify to that the Development Agreement has been terminated by and does hereby request agree to such certification. Certified this - day of

,200-. MARITIME PARK DEVELOPMENT PARTNERS, LLC, a Florida limited liability company By: Authorized Representative

STATE OF FLORIDA COUNTY OF ESCAMBIA The foregoing instrument was acknowledged before me this - day of 200-, by of Maritime Park Development Partners, LLC, a Florida limited liability company. Helshe is personally known to me or has produced a valid driver's license as identification. (SEAL) Printedrryped Name: Notary Public-State of Florida Commission Number: Accepted and Agreed to by: COMMUNITY MARITIME PARK ASSOCIATES, INC. By: Authorized Representative STATE OF FLORIDA COUNTY OF ESCAMBIA The foregoing instrument was acknowledged before me this - day of 200-, by , of Community Maritime Park Associates, Inc., a Florida not-for-profit corporation. Helshe is personally known to me or has produced a valid driver's license as identification. (SEAL)

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Printedrryped Name: Notary Public-State of Florida Commission Number:

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EXHIBIT "I" Community Maritime Park Agreement Expiration Certificate

Pursuant to Section 18.16 of the Development Agreement (Community Maritime Park) between Community Maritime Park Associates, Inc. ("CMPA), and Maritime Park Development Partners, LLC (the "Developer") with an Effective Date of April -, 2009 (the "Development Agreement"), the Developer does hereby certify to CMPA that the Development Agreement has expired in accordance with its terms and does hereby request the City agree to such certification.

Certified this - day of

,200-. MARITIME PARK DEVELOPMENT PARTNERS, LLC, a Florida limited liability company By: Authorized Representative

STATE OF FLORIDA COUNTY OF ESCAMBIA The foregoing instrument was acknowledged before me this - day of ,200-, by of Maritime Park Development Partners, LLC, a Florida limited liability company. Helshe is personally known to me or has produced a valid driver's license as identification. (SEAL) Printedl'yped Name: Notary Public-State of Florida Commission Number: Accepted and Agreed to by: COMMUNITY MARITIME PARK ASSOCIATES, INC. By: Authorized Representative STATE OF FLORIDA COUNTY OF ESCAMBIA The foregoing instrument was acknowledged before me this - day of , zoo-, by , of Community Maritime Park Associates, Inc., a Florida not-for-profit corporation. Helshe is personally known to me or has produced a valid driver's license as identification. (SEAL)

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Printednyped Name: Notary Public-State of Florida Commission Number:

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