MIAMI 5862989.11 83329/85503

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DEVELOPMENT AGREEMENT BETWEEN THE CITY OF MIAMI, FLORIDA

AND MIAMI PRODUCE CENTER, LLC,REGARDING DEVELOPMENT OF THE MIAMI PRODUCE PROJECT

This is a Development Agreement ("Agreement") made this ___ day of

______________, 2019, between Miami Produce Center, LLC, a Delaware limited liability

company ("Owner"), and the City of Miami, Florida, a municipal corporation and a political

subdivision of the State of Florida ("City"), collectively referred to as the "Parties" to this

Agreement.

RECITALS

WHEREAS, the Owner is the fee simple owner of approximately 8.25 acres of property

in Miami-Dade County, Florida, legally described on Exhibit "A", having a street address of

2140 NW 12th Avenue, Miami, Florida ("Property"); and

WHEREAS, on June 19, 2018, the Owner filed an application with the City for approval

of a Special Area Plan ("Miami Produce SAP") in order to develop the Property as a mixed use

development with residential units, retail, restaurants, educational uses, light manufacturing, and

other amenities ("Project"); and

WHEREAS, the Owner received Waiver No. 2018-0163 pursuant to Article 3, Section

3.9 of Ordinance No. 13114, as amended, the Zoning Ordinance of the City of Miami, Florida

("Zoning Ordinance") from the City to allow a ten percent (10%) reduction in the required

minimum acreage of nine (9) acres where the Miami Produce SAP is for approximately 8.25

acres; and

WHEREAS, the Property, pursuant to the Zoning Ordinance is presently zoned D2,

“District Zone,” and the Owner proposes to rezone the Property to T6-12-O, “Urban Core Zone”;

and

WHEREAS, the Property, pursuant to the Miami Neighborhood Comprehensive Plan, is

designated Industrial and the Owner proposes to change the designation to General Commercial;

and

WHEREAS, the proposed Project is located in the industrial area of the Allapattah

neighborhood and will provide a mix of amenities and resources not previously available in the

neighborhood for the use and enjoyment by not only the residents and patrons of the Property,

but also the general public; and

WHEREAS, the proposed Project will create certain recurring fiscal benefits for the

City’s tax base as well as much needed temporary and permanent jobs for the City’s residents;

and

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WHEREAS, the Parties wish for the development to proceed substantially in accordance

with the "Miami Produce SAP Regulating Plan and Design Concept Book" attached and

incorporated as Composite Exhibit "B" ("Regulating Plan and Design Concept Book"); and

WHEREAS, as a condition to the approval of the Miami Produce SAP, the Owner and

the City must enter into a development agreement pursuant to Article 3, Section 3.9.1.(f) of the

Zoning Ordinance and the Florida Local Government Development Agreement Act, Sections

163.3220 through 163.3243, Florida Statutes; and

WHEREAS, assurances to the Owner that they may proceed in accordance with existing

laws and policies subject to the conditions of a development agreement, strengthens the public

planning process, encourages sound capital improvement planning and financing, assists in

assuring there are adequate capital facilities for the development, encourages private

participation in comprehensive planning, and reduces the economic costs of development; and

WHEREAS, the City Commission, pursuant to Ordinance No. [ ], adopted on [ ],

2019, has authorized the City Manager to execute this Agreement upon the terms and conditions

as set forth below; and

WHEREAS, the Owner has been duly authorized to execute this Agreement upon the

terms and conditions set forth below;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, it is

hereby understood and agreed:

Section 1. Recitals. The above recitals are true and correct and are incorporated into and

made a part of this Agreement.

Section 2. Consideration. The Parties hereby agree that the consideration and obligations

recited and provided for under this Agreement constitute substantial benefits to all Parties and

thus adequate consideration for this Agreement.

Section 3. Rules of Legal Construction.

For all purposes of the Agreement, unless otherwise expressly provided:

(a) A defined term has the meaning assigned to it;

(b) Words in the singular include the plural and words in plural include the singular;

(c) A pronoun in one gender includes and applies to other genders as well;

(d) The terms "hereunder", "herein", "hereof", "hereto", and such similar terms shall

refer to the instant Agreement in its entirety and not to individual sections or

articles;

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(e) The Parties agree that this Agreement shall not be more strictly construed against

any individual party as all Parties are drafters of this Agreement; and

(f) The attached exhibits shall be deemed adopted and incorporated into the

Agreement. In the event of a conflict between the attachments and this

Agreement, this Agreement shall control.

Section 4. Definitions. Capitalized terms that are not specifically defined herein shall have

the meaning given in the Zoning Ordinance.

"Agreement" means this Development Agreement between the City and the

Owner.

"City" means the City of Miami, a municipal corporation of the State of Florida,

and all departments, agencies, and instrumentalities subject to the jurisdiction

thereof.

"Co-Living Residence" shall have the same meaning assigned to the term in the

Regulating Plan and is defined as: Living quarters consisting of four (4) or more

Co-Living Rooms that may or may not have direct access to the outside or a

common hall. These groups of rooms shall share kitchen facilities that are either

directly connected to the rooms or are located down a common hallway.

“Co-Living Room” shall have the same meaning assigned to the term in the

Regulating Plan and is defined as: A single room within a Co-Living Residence.

For the purpose of density calculations, each room shall count as 0.25 of a

Dwelling Unit. The total number of Co-Living Rooms shall not exceed a total

Density of 600 Dwelling Units, or 2,400 Co-Living Rooms. Each room shall have

a private bathroom and shall comply with the Florida Building Code occupancy

requirements.

"Comprehensive Plan" means the comprehensive plan known as the Miami

Comprehensive Neighborhood Plan (“MCNP”) adopted by the City pursuant to

Chapter 163, Florida Statutes, meeting the requirements of Sections 163.3177,

163.3178, and 163.3221(2), Florida Statutes, which is in effect as of the Effective

Date of the Agreement.

"County" means Miami-Dade County, a political subdivision of the State of

Florida.

"Design Concept Book" means the Design Concept Book as described in

Composite Exhibit "B," attached to and incorporated into this Agreement.

"Development" means the carrying out of any building activity, the making of

any material change in the use or appearance of any structure or land, the dividing

of land into three (3) or more parcels, and such other activities described in

Section 163.3221(4), Florida Statutes.

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"Effective Date" means the date of recordation of the fully-executed, original

version of this Agreement.

"Existing Zoning" means the applicable zoning designation and land

development regulations of the Zoning Ordinance; the Charter of the City

of Miami, Florida, as amended; and the Code of the City of Miami,

Florida, as amended in effect as of the time of the Effective Date.

"Land" means the earth, water, and air above, below, or on the surface, and

includes any improvements or structures customarily regarded as land.

"Laws" mean all ordinances, resolutions, regulations, comprehensive plans, land

development regulations, and rules adopted by a federal, local or State

government affecting the Development of Land.

“Owner” means Miami Produce Center, LLC, a Delaware limited liability

company, and includes any successor in interest and assigns.

"Parties" means the Owner and the City.

"Public Facilities" mean major capital improvements, including, but not limited

to, transportation, sanitary sewer, solid waste, drainage, potable water,

educational facilities, parks and recreational facilities, streets, parking, and health

systems and facilities.

"Regulating Plan" means the Regulating Plan for the Miami Produce SAP, as

attached to and incorporated into this Agreement as Composite Exhibit "B."

Section 5. Purpose. The purpose of this Agreement is for the City to authorize the Owner to

redevelop the Properties pursuant to the Miami Produce SAP. This Agreement will establish, as

of the Effective Date, the land development regulations that will govern the Development of the

Property, thereby providing the Parties with additional certainty during the Development

process. This Agreement satisfies the requirements of Article 3, Section 3.9.1.(f) of the Zoning

Ordinance. Pursuant to Section 3.9.1.(f) of the Zoning Ordinance, Development within the

Miami Produce SAP shall be pursuant to a recorded development agreement that will establish

the allocation of Thoroughfares and Civic Space Types and Building Area among the Building

sites and the creation and retention of the public benefits.

Section 6. Intent. The Owner and the City intend for this Agreement to be construed and

implemented so as to effectuate the purpose of the Miami Produce SAP, this Agreement, the

Comprehensive Plan, Existing Zoning, and the Florida Local Government Development

Agreement Act, Sections 163.3220 - 163.3243, Florida Statutes.

Section 7. Applicability. This Agreement only applies to the Property as identified and

legally described in Exhibit "A," attached and incorporated.

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Section 8. Term of Agreement, Effective Date, and Binding Effect; Covenant Runningwith the Land. This Agreement shall have a term of thirty (30) years from the Effective Date

and shall be recorded in the public records of Miami-Dade County and filed with the City Clerk.

The term of this Agreement may be extended by mutual consent of the Parties subject to a public

hearing, pursuant to s. 163.3225, Florida Statutes. This Agreement shall become effective on the

Effective Date and shall constitute a covenant running with the land that shall be binding upon,

and inure to, the benefit of the Owner, its successors, assigns, heirs, grantees, legal

representatives, and personal representatives. If the Property is submitted to condominium

ownership, then the association or other entity designated to represent all of the condominium

ownership interests as to the Property, as may be applicable, shall be the proper entity or entities

to execute any such release for properties in a condominium form of ownership after City

approval as discussed herein.

Section 9. Regulating Plan and Design Concept Book. The Property is intended to be

developed and used substantially in accordance with the Regulating Plan and Design Concept

Book as described in Composite Exhibit "B" attached to and incorporated into this Agreement.

Section 10. Zoning, Permitted Development Uses, and Building Intensities. The City has

designated the Property as the “Miami Produce SAP” on the official Zoning Atlas of the City

pursuant to the applicable procedures in the Zoning Ordinance. As part of the Miami Produce

SAP process, the Property is being rezoned to T6-12-O. The Regulating Plan and Design

Concept Book, attached and incorporated as Composite Exhibit "B", provide for deviations from

the underlying regulations of the Zoning Ordinance. In approving the Miami Produce SAP, the

City has determined that the uses, intensities, and densities of Development permitted thereunder

are consistent with the Comprehensive Plan and the Existing Zoning under the Zoning

Ordinance. Signage and deviations to the regulations in the Zoning Ordinance are articulated

further in the Regulating Plan and Design Concept Book, attached and incorporated as

Composite Exhibit “B”, and will be approved administratively in accordance with these

regulations.

Section 11. Future Development. Development within the Miami Produce SAP is intended

to be developed substantially in accordance with the Regulating Plan and Design Concept Book,

attached and incorporated as Composite Exhibit "B". The criteria to be used in determining

whether future Development shall be approved are the proposed Development’s consistency with

the Comprehensive Plan, this Agreement, and the Miami Produce SAP. The Comprehensive

Plan, this Agreement, and the Miami Produce SAP shall govern Development of the Property for

the duration of this Agreement. The City's laws and policies adopted after the Effective Date

may be applied to the Property only if the determination(s) required by Section 163.3233(2),

Florida Statutes, have been made at a public hearing. Pursuant to Section 163.3233(3), Florida

Statutes, a prohibition on downzoning supplements, rather than supplants, any rights that may be

vested to the Owner under Florida or Federal law. As a result, the Owner may challenge any

subsequently adopted changes to land development regulations based on (a) common law

principles including, but not limited to, equitable estoppel and vested rights or (b) statutory rights

which may accrue by virtue of Chapter 70, Florida Statutes. The City reserves all of its defenses,

immunities, and any claims it may have in response to the right to challenge changes in the land

development regulations.

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Section 12. Local Development Permits. The Project may require additional permits or

approvals from the City, County, State, or Federal government and any division thereof. Subject

to required legal processes and approvals, the City shall make a good faith effort to take all

reasonable steps to cooperate with and aid in facilitating all such City approvals. Such approvals

include, without limitation, the following approvals and permits and any successor or analogous

approvals and permits:

(a) Waiver(s), Warrant(s), Exception(s), Variances, and SAP Permits;

(b) Subdivision plat or waiver of plat approvals;

(c) Covenant in Lieu of Unity of Title or Unity of Title acceptance or the release of

existing unities or covenants;

(d) Building permits;

(e) Certificates of use or occupancy;

(f) Stormwater Permits; and

(g) Any other official action of the Federal, City, County, State or any other government

agency having the effect of permitting development of the Property.

In the event that the City substantially modifies its land development regulations regarding site

plan approval procedures, authority to approve any site plan for the Project shall be vested solely

with the City Manager with the recommendation of the Planning Director and any other relevant

party. Any such site plan shall be approved if it meets the requirements and criteria of the

Existing Zoning, the Comprehensive Plan, and the terms of this Agreement.

Section 13. Utilities and Easements. The Owner understands and agrees that the utilities

presently serving the Property may be insufficient for the Development of the Project. The

Owner agrees that it will, at its sole cost and expense, make any and all changes, improvements,

alterations, or enhancements to these facilities as necessary or appropriate to provide the required

level of service to the Property in order to comply with applicable laws without materially

diminishing the service to other properties within the City. The Owner also understands and

agrees that no Development will encroach upon any existing easements, including platted

easements, unless otherwise permitted by law.

Section 14. Compliance With Florida Building Code, Florida Fire Prevention Code, andall Applicable Laws. The Owner shall at all times in the Development and operation of the

Project comply with all applicable laws, ordinances, and regulations including but not limited to

the Florida Building Code and Florida Fire Prevention Code to ensure the safety of the Project

and all City residents and guests. Specifically and without limitation, the Owner will install and

construct all fire safety equipment and water lines required pursuant to all applicable laws.

Section 15. Notice. All notices, demands, and requests which are required to be given

hereunder shall, except as otherwise expressly provided, be in writing and delivered by personal

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service or sent by United States Registered or Certified Mail, return receipt requested, postage

prepaid, or by overnight express delivery such as Federal Express, to the Parties at the addresses

listed below. Any notice given pursuant to this Agreement shall be deemed given when received.

Any actions required to be taken hereunder which fall on a Saturday, Sunday, or United States

legal holiday shall be deemed to be performed timely when taken on the succeeding day

thereafter which shall not be a Saturday, Sunday, or legal holiday.

To the City:

City Manager

City of Miami

Miami Riverside Center

444 S.W. 2nd Ave., 10th Floor

Miami, FL 33130

With a copy to:

City Attorney

City of Miami

Miami Riverside Center

444 S.W. 2nd Ave., 9th Floor

Miami, FL 33130

and

Planning Director

City of Miami

Miami Riverside Center

444 S.W. 2nd Ave., 3rd Floor

Miami, FL 33130

To the Owner:

Robert Wennett

UIA Management, LLC

1111 Lincoln Road, Suite 760

Miami Beach, FL 33139

With a copy to:

Javier F. Aviñó, Esq.

Bilzin Sumberg Baena Price and Axelrod, LLP

1450 Brickell Avenue, 23rd Floor

Miami, FL 33131

Any party to this Agreement may change its notification address(es) by providing written

notification to the remaining Parties pursuant to the terms and conditions of this Section.

Section 16. Environmental. The City finds that the proposed Project will confer a significant

net improvement upon the publicly accessible tree canopy in the area. The Parties agree that the

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Owner will comply with the intent and requirements of Chapter 17 of the City Code within the

Miami Produce SAP where required.

(a) For all trees placed within the Property and abutting rights-of-way, the Owner shall

install any needed irrigation and corresponding water meters to support the growth

and viability of the trees located within the right-of-way. The Owner shall agree to

water, trim, root, prune, brace, or undertake any other necessary maintenance as may

be required for trees located within the Property and abutting rights-of-way for the

term of this Agreement. The Owner further agrees to warrant each tree within the

Property and abutting right-of-way for the Term of this Agreement after planting. A

tree removal permit shall be required for all removal, relocation, and mitigation of

trees within the Property and abutting rights-of-way.

(b) Tree Installation. The Owner shall install trees opportunistically within the public

right-of-way, subject to approval by the appropriate City department.

(c) Staff Arborist Review. Tree installation and tree maintenance plans shall be

administratively reviewed and approved by a City staff arborist.

Section 17. Alcoholic Beverage Sales. Upon approval of this Agreement and pursuant to

Chapter 4 of the Code of the City of Miami, Florida, as amended (“City Code”), a Retail

Specialty Center is hereby designated for the Miami Produce SAP. Planning, Zoning and

Appeals Board and/or City Commission approval shall not be required for any Alcohol Service

Establishments as principal uses to be located within the Miami Produce SAP and a part of the

Retail Specialty Center. Such Alcohol Service Establishments may utilize a series 2-COP, 3PS,

4COP quota, or another alcoholic beverage license notwithstanding any other requirements of

the City Code. The maximum number of Alcohol Service Establishments within the Retail

Specialty Center shall not exceed five (5) Alcohol Service Establishments, exclusive of any such

establishments in existence as of the date of this Agreement. Bona fide licensed Restaurants

where the sale of alcoholic beverages is entirely incidental to, and in conjunction with, the

principal use of the sale of food (e.g. bona fide, food service establishments, regardless of type or

series of alcoholic beverage licensure utilized) shall not be considered Alcohol Service

Establishments. If the Miami Produce SAP Retail Specialty Center is located within a Specialty

District or Entertainment District, the Alcohol Service Establishments within the Retail Specialty

Center shall not be counted against the total number of Alcohol Service Establishments allowed

within the Specialty District or Entertainment District. Any modification to the number of

Alcohol Service Establishments over the maximum of five (5) shall require an amendment to this

Agreement as required by Section 22 of this Agreement.

Section 18. Public Benefits Pursuant to this Agreement. The proposed Project will create a

public benefit by providing a mix of amenities and resources not previously available in the

industrial area of Allapattah, by creating certain recurring fiscal benefits for the City’s tax base,

and by creating temporary and permanent jobs for the City’s residents. The public benefits set

forth in this Section may be provided in phases as and when the various portions of the Project

are developed.

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(a) Civic Space. Pursuant to Section 3.9.1(e) of the Zoning Ordinance, the Owner

shall incorporate a minimum of five percent (5%) of the Property as Civic Space.

The Owner is currently proposing 15.8% as depicted in the Concept Book,

attached and incorporated as Composite Exhibit “B”. The Owner shall be

responsible for constructing the public improvements within the Property,

including but not limited to the Civic Space Types and Thoroughfares.

(b) Workforce Housing. In recognition of the Citywide need for more housing that

is affordable, the Owner shall set aside Workforce Housing, as presently defined

in the Zoning Ordinance, pursuant to the below schedule and for the duration of

the Miami Produce SAP. Co-Living Rooms and Co-Living Residences shall not

count toward the Workforce Housing requirements.

i. For Dwelling Units 1 through 600: a minimum of twelve and a half percent

(12.5%) of these Dwelling Units shall be Workforce Housing.

ii. For Dwelling Units 601 through the maximum Development capacity: a

minimum of five percent (5%) of these the Dwelling Units shall be Workforce

Housing.

(c) Job Creation and Employment Opportunities.

i. Priority Areas. The Owner shall offer employment opportunities to local

residents, prioritizing hiring efforts pursuant to the following geographic areas

(“Priority Areas”):

1. Priority Area 1: Allapattah NET boundaries and the following zip

code areas: 33142, 33125, 33127, and 33136.

2. Priority Area 2: Zip code areas 33147, 33150 and 33135 (Model

City, Little Haiti, and Little Havana neighborhoods).

3. Priority Area 3: All remaining areas within the City of Miami not

identified in the Priority Areas above.

4. Priority Area 4: All remaining areas within Miami-Dade County

not identified in the Priority Areas above.

ii. Laborer Participation. The Owner shall require the general contractor(s) and

subcontractor(s) to use reasonable efforts to seek laborers residing in Priority

Area 1 before expanding the search to subsequent Priority Areas, with the

goal that City of Miami residents make up a minimum of ten percent (10%) of

the labor workforce. General contractor(s) and subcontractor(s) shall conduct

an employment search within Priority Area 1 before searching within the

subsequent Priority Areas.

iii. Permanent Jobs: Employment by Owner. For all employment opportunities

by Owner related to the operation of the Property, the Owner shall use

reasonable efforts to hire employees in accordance with the above Priority

Areas, with the goal that City of Miami residents make up a minimum of ten

percent (10%) of the workforce employed by the Owner. The Owner shall

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conduct an employment search within Priority Area 1 before searching within

the subsequent Priority Areas.

iv. Community Outreach and Employment. Owner shall use reasonable efforts

to coordinate with organizations experienced in implementing local preference

job opportunities and entities in its search for permanent employees where

such employment is within the control of the Owner.

v. Employment Policies. The Owner and the general contractor(s) shall use

reasonable efforts to incorporate the following employment policies:

1. Take action in the effort to recruit, advertise, attract and retain

minority and female contractors and subcontractors.

2. Provide a reasonable opportunity in the recruitment, advertising, and

hiring of professionals, contractors and subcontractors residing within

the above Priority Areas.

3. Take reasonable action in retaining employees regardless of race,

color, place of birth, religion, national origin, sex, age, sexual

orientation, gender identity, marital status, veterans, and disability

status.

4. Maintain equitable principles in the recruitment, advertising, hiring,

upgrading, transfer, layoff, termination, compensation and all other

terms, conditions and privileges of employment.

5. Post in conspicuous places, availability to employees and applicants

for employment, notices, setting forth the non-discrimination clauses

of this Section.

6. In all solicitations and advertisements for employment placed by or

on behalf of the Owner, state that all applicants will receive

consideration for employment without regard to race, creed, color or

national origin.

(d) Connectivity and Thoroughfares. The Miami Produce SAP shall provide a

pedestrian and vehicle promenade to serve as a thoroughfare, providing thru-site

connectivity between NW 13th Avenue and NW 12th Avenue and connecting to

the Civic Spaces throughout the Property. This promenade shall align with NW

21st Terrace and create an enhanced pedestrian experience as well as aid traffic

circulation around and through the Project. This promenade will be privately

owned and maintained by the Owner but shall function as a public thoroughfare

and remain open to the public 24 hours per day. The Thoroughfares are

established and provided for within the Concept Book, attached and incorporated

as Exhibit “B”.

The Owner shall incorporate the following transportation control measures into

the Miami Produce SAP:

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i. Secure bicycle parking spaces

ii. Provision of transit information throughout the Project

iii. Designated scooter/motorcycle parking spaces

iv. Designated carpool parking spaces

v. Provision of subsidized transit passes for employees of the Owner

vi. Bicycle share station

vii. Improved sidewalks throughout the Project

viii. Electric vehicle charging stations

ix. Crosswalk connection from the Property to the Santa Clara Metrorail

Station

(e) Enable and Promote Use of Public Transit. The Miami Produce SAP shall

provide direct connectivity to the adjacent Santa Clara Metrorail Station and

promote the use of the Metrorail through the provision of directional signage and

design elements.

(f) Incorporation of Neighborhood Character. The Owner shall use due diligence

and reasonable good faith efforts to retain the industrial character of the Property

in harmony with the surrounding neighborhood context. In addition to the

incorporation of industrial design elements, the Miami Produce SAP may include

manufacturing-enabled retail uses or similar light industrial uses to retain the

historic activities of the area.

Section 19. Multiple Ownership. The Owner shall have the right to develop the Project in

phases, to sell or lease portions of the Project to any third party, to condominiumize the Project

(or portions thereof), and/or to enter into joint ventures for portions of the Project with third

parties. In the event of multiple ownership subsequent to the approval of the Agreement, each of

the subsequent owners, mortgagees, and other successors having interest in the Property (or any

portion thereof, including condominium unit owners) shall be bound by the terms and provisions

of this Agreement as covenants that run with the Property.

Section 20. Common Area Maintenance. The Owner shall create, prior to the conveyance

of any portion of the Property (less than the entire Property), a declaration of covenants,

conditions and restrictions, easement and operating agreement, or similar instrument, which shall

provide for the maintenance of all common areas, private roadways, cross-easements, and other

amenities common to the Property. This Agreement shall not preclude the Owner(s) of the

Property from maintaining its own buildings or common areas not common to the Property. Such

declaration, easement and operating agreement, or similar instrument shall be subject to the

approval of the City Attorney.

Section 21. Annual Report and Review.

(a) This Agreement shall be reviewed by the City annually on the anniversary of the

Effective Date. The Owner shall submit an annual report to the City for review at

least thirty (30) days prior to the annual review date. The annual report shall

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contain a section by section description of the Owner’s compliance with its

obligations under this Agreement. The Owner’s obligation to submit an annual

report shall cease as of the date on which this Agreement is terminated pursuant to

any such term or provision herein.

(b) If the City finds in the annual report, on the basis of competent substantial

evidence, that the Owner has failed to comply with any material obligation under

this Agreement and the City provides the Owner with written notice of such

failure, if such failure is not cured within the applicable notice and cure period set

forth in Section 28(a) in this Agreement, the Owner shall be considered in default

and the City shall have the remedies set forth in Section 29 of this Agreement.

Section 22. Modification. The provisions of this Agreement may be amended, added to,

derogated, deleted, modified, or changed from time to time only by recorded instrument executed

by the Owner and the City after two (2) public hearings before the City Commission in

accordance with Florida Statutes, Section 163.3225. Notice shall be provided to all properties

within five hundred (500) feet of the Property and any parties registered with the Allapattah

Neighborhood Enhancement Team by the Owner by certified mail, return receipt requested at the

Owner’s sole cost. If the Property is submitted to condominium ownership, then the association

or other entity designated to represent all of the condominium interests as to the Property, as may

be applicable, shall be the proper entity or entities to execute any such instrument described

herein for properties in a condominium form of ownership after approval by the City and public

hearings before the City Commission. In addition, pursuant to Section 163.3241, Florida Statutes

(2017), if State or Federal laws are enacted after the execution of this Agreement which are

applicable to and preclude the Parties’ compliance with its terms, this Agreement shall be

modified or revoked as provided for in this Section as is necessary to comply with the relevant

State or Federal laws. Any modification shall be in writing and signed by the Parties.

Section 23. Enforcement. The City and the Owner shall have the right to enforce any of the

provisions of this Agreement. Enforcement shall be by action at law or in equity against any

party or person violating or attempting to violate any covenants, to restrain violation, to recover

damages, or all of the above. Each party to any such action shall bear its own attorneys’ fees and

costs. This enforcement provision shall be in addition to any other remedies available at law, in

equity, or both. Additionally, the City may enforce this Agreement by any means allowed by

law, including but not limited to injunction or via Chapter 2, Article X of the City Code.

Section 24. No Exclusive Remedies. No remedy or election given by any provision in this

Agreement shall be deemed exclusive unless expressly so indicated. Wherever possible, the

remedies granted hereunder upon a default of the other party shall be cumulative and in addition

to all other remedies at law or equity arising from such event of default, except where otherwise

expressly provided.

Section 25. Authorization to Withhold Permits and Inspections. In the event the Owner is

obligated to make payments or improvements under the terms of this Agreement or to take or

refrain from taking any other action under this Agreement and such obligations are not

performed prior to the expiration of any applicable notice and/or cure period, in addition to any

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other remedies available, the City is hereby authorized to withhold any further permits for the

Property and refuse any inspections or grant any approvals with regard to any portion of the

Property until such time this Agreement is complied with. This remedy shall be in addition to

any other remedy provided for in this Agreement.

Section 26. Exclusive Venue, Choice of Law, Specific Performance. It is mutually

understood and agreed by all the Parties hereto that this Agreement shall be governed by the laws

of the State of Florida, and any applicable federal law, both as to interpretation and performance,

and that any action of law, suit in equity, or judicial proceedings for the enforcement of this

Agreement or any provision hereof shall be instituted only in the courts of the State of Florida or

federal courts and venue for any such actions shall lie exclusively in a court of competent

jurisdiction in Miami-Dade County. In addition to any other legal rights, the City and the Owner

shall each have the right to specific performance of this Agreement in court. If an action is

brought in a court of competent jurisdiction, each Party shall bear its own attorneys’ fees. Each

Party waives any defense, whether asserted by motion or pleading, that the aforementioned

courts are an improper or inconvenient venue. Moreover, the Parties consent to the personal

jurisdiction of the aforementioned courts and irrevocably waive any objections to said

jurisdiction. The Parties irrevocably waive any rights to a jury trial.

Section 27. Severability. Invalidation of any of the sections in this Agreement by judgment

of court in any action initiated by a third party in no way shall affect any of the other provisions

of this Agreement, which shall remain in full force and effect.

Section 28. Events of Default.

(a) The Owner shall be in default under this Agreement if the Owner fails to perform

or is in breach of any term, covenant, or condition of this Agreement which is not

cured within thirty (30) days after receipt of written notice from the City

specifying the nature of such breach. If such breach cannot reasonably be cured

within thirty (30) days, then the Owner shall not be in default if it commences to

cure such breach within said thirty (30) day period, diligently prosecutes such

cure to completion, and notifies the City in writing of its attempt to comply. If

such breach cannot be cured within an additional ninety (90) day period, the

Owner shall request written consent from the City to extend the cure period

beyond the additional ninety (90) days. Pursuant to Section 35 of this Agreement,

the City shall provide a written response to said request within five (5) days of

receipt. If the City fails to provide a written response within five (5) days, the cure

period shall be deemed automatically extended for an additional ninety (90) days.

(b) The City shall be in default under this Agreement if the City fails to perform or

breaches any term, covenant, or condition of this Agreement and such failure is

not cured within thirty (30) days after receipt of written notice from the Owner

specifying the nature of such breach. If such breach cannot reasonably be cured

within thirty (30) days, the City shall not be in default if it commences to cure

such breach within said thirty (30) day period, diligently prosecutes such cure to

completion, and notifies the Owner in writing of its attempt to comply. If such

breach cannot be cured within an additional ninety (90) day period, the City shall

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request written consent from the Owner to extend the cure period beyond the

additional ninety (90) days. The Owner shall provide a written response to said

request within five (5) days of receipt. If the Owner fails to provide a written

response within five (5) days, the cure period shall be deemed automatically

extended for an additional ninety (90) days.

(c) It shall not be a default under this Agreement if either party is declared bankrupt

by a court of competent jurisdiction after the Project has been built. All rights and

obligations in this Agreement shall survive such bankruptcy of either party. The

Parties hereby forfeit any right to terminate this Agreement upon the bankruptcy

of the other Party.

(d) The default of any Owner, successor, or Owner of any portion of the Owner’s

rights hereunder shall not be deemed a breach by any other Owner, any other

successor, or Owner of any portion of the rights of the Owner hereunder or any

other successor.

Section 29. Remedies Upon Default.

(a) Neither party may terminate this Agreement upon the default of the other party,

except as specifically provided in this Agreement, but shall have all of the

remedies enumerated herein.

(b) Upon the occurrence of a default by a party to this Agreement not cured within

the applicable grace period, the Owner and the City agree that any party may seek

specific performance of this Agreement, and that seeking specific performance

shall not waive any right of such party to also seek monetary damages, injunctive

relief, or any other relief other than termination of this Agreement. If an action is

brought in a court of competent jurisdiction to seek specific performance, each

Party shall bear its own attorneys’ fees.

Section 30. Obligations Surviving Termination Hereof. Notwithstanding and prevailing

over any contrary term or provision contained herein, in the event of any lawful termination of

this Agreement, the following obligations shall survive such termination and continue in full

force and effect until the expiration of a one (1) year term following the earlier of the Effective

Date of such termination or the expiration of the Term: (i) the exclusive venue and choice of law

provisions contained herein; (ii) rights of any party arising during or attributable to the period

prior to expiration or termination of this Agreement; and (iii) any other term or provision herein

which expressly indicates either that it survives the termination or expiration hereof or is or may

be applicable or effective beyond the expiration or permitted early termination hereof. In no

event shall this Agreement terminate early other than for those reasons stated in this Agreement.

Section 31. Lack of Agency Relationship. Nothing contained herein shall be construed as

establishing an agency relationship between the Parties nor its employees, agents, contractors,

subsidiaries, divisions, affiliates, or guests shall be deemed agents, instrumentalities, employees,

or contractors of the City for any purpose hereunder, and the City, its contractors, agents, and

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employees shall not be deemed contractors, agents, or employees of the Owner or its

subsidiaries, divisions, or affiliates.

Section 32. Cooperation.

(a) The Parties agree to cooperate with each other to the full extent practicable

pursuant to the terms and conditions of this Agreement. The City shall use its

best efforts to expedite the permitting and approval process in an effort to assist

the Owner in achieving its Development and construction milestones unless the

provisions of Section 25 of this Agreement apply. The City will accommodate

requests from the Owner or the Owner's general contractor and subcontractors for

review of phased or multiple permitting packages, as allowed by law or as

approved by the Building Official in consultation with the Planning Director or

any other relevant parties, such as those for excavation, site work and

foundations, building shell, core, and interiors.

(b) Notwithstanding the foregoing, the City shall not be obligated to issue

Development permits to the extent the Owner does not comply with the applicable

requirements of the Zoning Ordinance, the Comprehensive Plan, this Agreement,

or any applicable codes, laws, statutes, regulations, or orders.

Section 33. Recording. This Agreement shall be recorded in the Public Records of Miami-

Dade County, Florida by the Owner and at the Owner’s sole expense and shall inure to the

benefit of the City. Copies of the recorded Agreement shall be provided to the City Manager,

Planning Director, City Clerk, and City Attorney within two (2) working days of recording.

Section 34. Successor(s), Assigns, Heirs, Grantees, and Designees. The covenants and

obligations set forth in this Agreement shall run with the Property and extend to the Owner, its

successor(s), heir(s), grantee(s), and/or assigns. Nothing contained herein shall be deemed to be

a dedication, conveyance, or grant to the public in general nor to any persons or entities except as

expressly set forth herein.

Section 35. Approvals. Whenever any matter set forth herein is made subject to the approval

of the City, the City Manager, and/or the City Attorney, the approval shall be expressed in

writing and the City, the City Manager, and/or the City Attorney (as applicable) shall not

unreasonably withhold, delay, or condition any such approval. The failure to grant or withhold

any such approval within five (5) days after receipt of written notice requesting the same and

after any applicable cure period as specified in Section 28 of this Agreement (or such other time

period as may be expressly provided in this Agreement), shall be deemed approval of such

matter.

Section 36. Time. Time shall be of the essence for the performance of all obligations of the

Owner and the City under this Agreement. Whenever this Agreement provides for or

contemplates a period of time for performance of any obligation, such time period shall be

calculated using calendar days, except when such time period is expressly stated to be calculated

in business days. Any date in this Agreement which falls upon a Saturday, Sunday, or federal

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legal holiday shall be deemed to be extended to the next business day. The term "business day"

as used in this Agreement means any day that is not a Saturday, Sunday, or federal legal holiday.

Section 37. Limitation of Liability. In no event shall any of the officers, directors,

shareholders, partners, members, managers, employees, elected officials, attorneys, or agents of

either party or any subsidiaries or affiliates of either party ever be personally liable for any

judgment against either party under this Agreement.

Section 38. Estoppel. The City shall, within thirty (30) days of its receipt of a written request

from the Owner, provide the Owner with a written estoppel certificate duly executed stating (a)

to the best of the City's knowledge, whether the Owner is in default or violation of this

Agreement and setting forth with specificity the default or violation (if any); (b) that this

Agreement is in full force and effect and identifying any amendments to the Agreement as of the

date of such certificate; and (c) such other information as may be reasonably requested by Owner

or any prospective purchaser or lender. Such estoppel certificate shall be certified to the Owner

and any prospective purchaser and/or lender, as applicable.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGES TO FOLLOW]

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IN WITNESS WHEREOF, these presents have been executed this _____ day of

_________________, 2019.

MIAMI PRODUCE CENTER, LLC, a Delawarelimited liability company

By: UIA Management, LLC, a Delaware limited

liability company, its Manager

By: Urban Investments Advisors, LLC,

a Delaware limited liability

company, its Sole Member

By: Wellspring Investments

Management I, LLC, a

Delaware limited liability

company, its Managing

Member

By:_____________________

Name: Robert S. Wennett

Title: Managing Member

STATE OF FLORIDA )

) SS

COUNTY OF MIAMI-DADE )

The foregoing instrument was acknowledged before me this ____ day of

______________, 2019, by Robert S. Wennett, the Managing Member of Wellspring

Investments Management I, LLC, a Delaware limited liability company, the Managing Member

of Urban Investments Advisors, LLC, a Delaware limited liability company, the Sole Member of

UIA Management, LLC, a Delaware limited liability company, the Manager of Miami Produce

Center, LLC, a Delaware limited liability company, on behalf of such limited liability

companies. He is ( ) personally known to me or ( ) produced a valid driver's license as

identification.

Notary Public:

Sign Name:

Print Name:

My Commission Expires:

[NOTARIAL SEAL)

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IN WITNESS WHEREOF, these presents have been executed this _____ day of

_______, 2019.

ATTEST: CITY OF MIAMI, a municipal corporation

_____________________________ BY:

Todd Hannon, City Clerk Emilio T. Gonzalez, City Manager

APPROVED AS TO FORM AND

CORRECTNESS:

_____________________________

Victoria Méndez

City Attorney

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JOINDER BY MORTGAGEE

SunTrust Bank, a Georgia banking corporation, being the holder of that certain Mortgage,

Assignment of Rents, Security Agreement and Fixture Filing dated August 31, 2016, executed by

Miami Produce Center, LLC, a Delaware limited liability company, and recorded in Official

Records Book 30224, Page 931, in the Public Records of Miami-Dade County, Florida, together

with all modifications thereto (the "Mortgage"), hereby consents to the filing of, and agrees that

the Mortgage shall be subordinate to, the foregoing Development Agreement.

Signed, Sealed and Delivered SUNTRUST BANK, a Georgia banking

in the presence of: corporation

Sign _______________________________ By: ___________________________

Name: _________________________

Print Name _________________________ Title: __________________________

Sign _______________________________

Print Name _________________________

STATE OF FLORIDA )

) SS:

COUNTY OF _________________ )

The foregoing instrument was acknowledged before me this ____ day of __________,

2019, by __________________, as __________________ of SUNTRUST BANK, a Georgia

banking corporation, on behalf of said corporation. He/She is ( ) personally known to me or

( ) has produced a Florida driver’s license as identification.

_______________________________

Notary Public, State of Florida

My Commission Expires:

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EXHIBIT "A"

LEGAL DESCRIPTION PZ-18-12603/14/19

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EXHIBIT "B"

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