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NOW THEREFORE, in consideration of the mutual covenants and promises by and
<br />between City and Developer (collectively the "Settling Parties"), and for other good and valuable
<br />consideration, the receipt and sufficiency of which are hereby acknowledged, the Settling Parties
<br />hereby represent, warrant, and agree as follows:
<br />AGREEMENT
<br />The Settling Parties hereby acknowledge that the Recitals set forth above are true and
<br />correct and are hereby incorporated into this Agreement.
<br />1. Within sixty (60) days from the Effective Date, Developer will contribute and donate the
<br />negotiated amount of Two -Hundred and Fifty Thousand Dollars and No Cents ($250,000.00)
<br />to the Public Art Fund (the "Donation"), in lieu of the approved Artwork, in accordance with
<br />Section 104-4(C) of the City's Code of Ordinances, and in full compliance of Developer's
<br />obligations under the City's Works of Art in Public Places Program.
<br />2. Within seven (7) days from receipt of the Donation, the City shall issue a Final Certificate of
<br />Occupancy for the Muse Project, approved under Resolution No. 12-Z-132 and No. 14-Z-140
<br />adopted by the City on November 15, 2012 and July 17, 2014, and located at 17141 Collins
<br />Avenue, Miami -Dade County, Florida. Developer and City agree that, upon issuance of the
<br />aforementioned Final Certificate of Occupancy, the Donation Agreement shall be terminated
<br />and neither Developer nor City shall thereafter have any rights nor obligations thereunder.
<br />3. Time is of the essence. Failure to make timely payment as set forth in this Agreement shall
<br />constitute a material breach of this Agreement. Failure to timely issue the Final Certificate of
<br />Occupancy as set forth in this Agreement shall constitute a material breach of this Agreement.
<br />In the event City or Developer must take any action to enforce any term or provision of this
<br />Agreement, the prevailing party shall be entitled to an award of its reasonable attorney's fees
<br />incurred in enforcing any term or provision of this Agreement against the breaching party.
<br />4. Mutual Release. City and Developer, for themselves, their officials, officers, employees, and
<br />agents, hereby remise, release, acquit, waive, satisfy, and forever discharge one another and
<br />one another's respective officials, officers, employees, and agents, of and from all, and all
<br />manner of action and actions, cause and causes of action, suits, debts, sums of money, accounts,
<br />reckonings, bonds, bills, damages, judgments, executions, claims, and demands whatsoever,
<br />which either has or may have against the other, whether arising in tort, by contract, by virtue
<br />of statute, or otherwise, and whether in law or in equity, regardless of whether the same are
<br />known or unknown, in connection with or arising from the subject matter set forth in this
<br />Agreement, including but not limited to, the City's Works of Art in Public Places Program and the
<br />Donation Agreement.
<br />5. Each party warrants and represents to each of the other Settling Parties that it has full power
<br />and authority to enter into this Agreement and to perform in accordance with its provisions.
<br />6. By entering into this Agreement, no party is admitting any liability, and this Agreement should
<br />not be construed as an admission of liability by any party. The Settling Parties understand,
<br />acknowledge, and agree that the settlement reached, the making of this Agreement, and
<br />Settlement Agreement - PMG-S2 SUNNY ISLES, LLC Page 2 of 6
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