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HomeMy WebLinkAboutExhibit B-SUBEXHIBIT B THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. DEVELOPMENT AGREEMENT BETWEEN THE CITY OF MIAMI, FLORIDA AND BRAMAN REGARDING THE BRAMAN MIAMI SPECIAL AREA PLAN This Development Agreement (the "Agreement") executed this day of 2025, between 120 NE 20th Street, LLC, a Delaware limited liability company ("120 Street"); 2020 Biscayne Blvd, LLC, a Delaware limited liability company ("2020 Biscayne"); 2060 Biscayne Blvd, LLC, a Delaware limited liability company ("2060 Biscayne"); 2060 NE 2nd Avevenue, LLC, a Delaware limited liability company ("2060 NE"); 246 NE 20th Terrace, LLC, a Delaware limited liability company ("246 NE"); Braman Hyundai, Inc., a Florida corporation ("Braman Hyundai"); Braman Leibowitz Gas Station, LLC, a Delaware limited liability company ("Braman Gas"); Braman Leibowitz Service and Parts, LLC, a Delaware limited liability company ("Braman Service"); Braman Leibowitz Temple Lots, LLC, a Delaware limited liability company ("Braman Temple"); Braman -Leibowitz Miami Downtown Properties I, LLC, a Delaware limited liability company ("Braman Properties .I"); Braman-Leibowtiz Miami Downtown Properties II, LLC, a Delaware limited liability company (`Braman Properties II"); Braman -Leibowitz Parking Garage, LLC, a Delaware limited liability company ("Braman Parking"); and N.B. Leasing, Inc., a Florida corporation ("N.B. Leasing") (collectively, the "Developers" or `Braman"), and the City of Miami, Florida, a Florida municipal corporationand a political subdivision of the State of Florida (the "City"). The Developers and the City are each a• "Party" and are collectively referred to herein as the "Parties." RECITALS WHEREAS, Braman is the fee simple' owner of the various properties identified in Exhibit Al, legally described in Exhibit A2 (collectively the "Property" or the "SAP Area"); and WHEREAS, a portion of the Property is located in an Enterprise Zone in which the City envisions sustained economic growth through County and State -offered tax incentives; and WHEREAS, a portion of the Property is also located within the Omni Community Redevelopment Area (the "Omni CRA") which the City and Miami -Dade County have identified as an area in need of continued and additional investment; and WHEREAS, a portion of the Property is also located within the Urban Central Business District (the "UCBD"); and WHEREAS, the Property's location at the northern perimeter of the City's urban core makes it a critical location for neighborhood -serving automotive services ; and WHEREAS, the Parties wish to ensure that Braman continues to serve as an important economic engine and employer for the City and its neighborhood; and WHEREAS, the Property is designated General Commerical and Restricted Commercial on the City's Future Land Use Map, and zoned T6-36, T6-12, and T6-8 on the City's zoning atlas; and 17658 Exhibit B-SUB THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. WHERAS, the City's Miami Comprehensive Neighborhood Plan (the "Comprehensive Plan") and the City's zoning ordinance ("Miami 21") also designates a portion of the Property as part of the Omni Residential Density Increase Area; and WHEREAS, Section 3.9 of the City's zoning ordinance ("Miami 21") allows for abutting parcels consisting of greater than nine acres to be master planned so as to allow greater integration of public improvements and infrastructure, and greater flexibility so as to result in higher or specialized quality building and streetscape design within the Special Area Plan; and WHEREAS, on July 24, 2022, the Developers filed applications with the City to modify the Property's land use designation and for approval of the Braman Miami Special Area Plan (the "SAP") zoning designation in order to facilitate the expansion of the existing Braman Miami campus and its continued role as a major economic driver; and WHEREAS, redevelopment of the Property consistent with the SAP will create initial and recurring fiscal benefits for the City including temporary and permanent jobs as well as an increased tax base; and WHEREAS, the Parties wish for redevelopment of the Property to proceed under the regulations established in the SAP Regulating Plan and Design Guidelines attached as Exhibit "C" and consistent with the Miami Comprehensive Neighborhood Plan (the "Comprehensive Plan") and Miami 21; and WHEREAS, redevelopment of the Property consistent with the SAP Regulating Plan and Design Guidelines aligns with the intent of the Omni CRA Redevelopment Plan by creating a cohesive character, quality and connective public space improvements for the SAP Area as well as creating desirable conditions for the development of adjacent neighborhoods with new opportunities for the development of a mix of housing and employment choices. WHEREAS, as a condition to the approval of the SAP, Miami 21 Section 3.9.1.f requires that the Developers enter into a recorded development agreement that establishes the allocation of thoroughfares, civic space types, and building area among the building sites, and the creation and retention of the public benefits.; and WHEREAS, "The Florida Local Government Development Agreement Act," as codified in Sections 163.3220 through 163.3243 of the Florida Statutes (2024), authorizes local governments to enter into development agreements with any person or entity having a legal or equitable interest in real property located within the local government's jurisdiction, and the Parties intend that this Agreement be consistent with the requirements of said Act; and WHEREAS, assurance to the Braman that it may proceed in accordance with the existing laws and policies, subject to the conditions of a Development Agreement, strengthens the public planning process, encourages sound planning and financing of capital improvements, assists in assuring there are adequate capital facilities for redevelopment of the Property, encourages private participation in comprehensive planning, and reduces economic costs of development; and WHEREAS, the City Commission pursuant to Ordinance No. , adopted , 2025 has authorized the City Manager to execute this Agreement upon the terms and 2 of 21 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. conditions set forth below, and the Developers are 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: 1. Recitals, Exhibits. The above recitals and the Exhibits referenced in this Agreement are true and correct, and are incorporated into and made a part hereof. 2. Consideration. The Parties hereby agree that the consideration and obligations recited and provided for in this Agreement constitute substantial benefits to the Parties and thus are adequate consideration for this Agreement. 3. Rules of Legal Construction. For all purposes of this 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 the 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; e. The Parties agree that this Agreement shall not be more strictly construed against either the City, the Developers, as all Parties are drafters of this Agreement; and £ The attached exhibits shall be deemed adopted and incorporated into this Agreement; provided however that this Agreement shall be deemed to control in the event a conflict between the attachments and this Agreement. 4. Definitions. Capitalized terms which are not specifically defined herein shall have the meaning given to them in Miami 21. "Agreement" means this Development Agreement between the City and the Developers. "Certified Minority Enterprise" means an enterprise certified by Miami -Dade County as a Community Business Enterprise ("CBE"); a Community Small Business Enterprise ("CSBE"); a Black Business Enterprise ("BBE"); a Disadvantaged Business Enterprise ("DBE"); an Hispanic Business Enterprise ("HBE"); or a Small Business Enterprise ("SBE"); all as generally described in Section 2-8, et seq. of the Miami -Dade County Code of Ordinances. "City" means the City of Miami, a municipal corporation and a political subdivision of the State of Florida, and all departments, boards, committees, agencies and instrumentalities subject to the jurisdiction thereof. "City Charter" means the municipal Charter of the City of Miami. 3 of 21 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. "City Code" or "Code" means the Code of Ordinances of the City of Miami. "City Manager" means the City Manager or his or her designee. "Comprehensive Plan" means the comprehensive plan known as the Miami Comprehensive Neighborhood Plan, ("MCNP") adopted by the City pursuant to Chapter 163, Florida Statutes (2024), meeting the requirements of Section 163.3177, Florida Statutes; Section 163.3178, Florida Statutes and Section 163.3221(2), Florida Statutes, which are in effect as of the Effective Date of the Agreement. "Consumer Price Index" or "CPI" means the Consumer Price Index for All Urban Consumers, U.S. City Average, for all items, 1982-84 = 100 as published by the United States Department of Labor on its website at http://www.bls.gov/cpi. "County" means Miami -Dade County, a political subdivision of the State of Florida. "Design Guidelines" means the City Commission -adopted set of drawings, diagrams and tables that guides future development within the SAP Area. Together with the Regulating Plan and this Agreement, the Design Guidelines provides, among other things, the information required by Miami 21 Section 3.9.1(c) through (h). The Design Guidelines are also known as the "Concept Book." "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, or dividing of land into three (3) or more parcels and such other activities described in Section 163.3221(4), Florida Statutes (2024). "Development Permit" includes any building permit, zoning approval, subdivision approval, replotting, rezoning, certification, special exception, variance, Waiver, Warrant, Exception, or any other official action of local government havingthe effect of permitting the development of land. "Effective Date" is the date of recordation of the executed, original version of this Agreement. "Encroachment" includes any improvement to the Property by the Developers, a fixture to such an improvement, or any portion of such an improvement or fixture that: (a) is located on, over, within, or beneath real property owned or operated by the City, the County or which is otherwise dedicated as part of the public right-of- way or Pubic Open Space ; and (b) has been authorized by the relevant local government(s) pursuant to applicable laws and a permit issued separate and apart from this Agreement or the SAP. 4of21 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. "Existing Zoning" is (a) Miami 21 Code, effective May 2010, as amended, specifically including the Braman Miami SAP Regulating Plan and Design Guidelines, and (b) the Land Development Regulations specified in the Charter and City Code as of the Effective Date. "Florida Local Government Development Agreement Act" or "the Act" shall mean Sections 163.3220 through 163.3243 of the Florida Statutes (2024). "Land Development Regulations" mean those laws and policies of the City that regulate any aspect of development including zoning, subdivision, building construction, or sign regulations or any other such regulation controlling the development of land and specifically including those provisions related to the development of land in Chapters 4, 10, 13, 23, 54, 55, and 62 of the City Code. "Laws" means all ordinances, resolutions, regulations, comprehensive plans, land development regulations, constitutions, statutes, common laws, and rules adopted by a Local,State, and Federal government affecting the development of land. "Miami 21" means City of Miami Ordinance 13114, as amended, through the Effective Date and specifically includes the Braman Miami SAP Regulating Plan and Design Guidelines. "Planning Director" means the Director of the City's Planning Department or his or her designee. "Property" means the approximately 12.9 acres of real property in the City of Miami, Florida, identified in Exhibit Al and legally described in Exhibit A2. The capitalized term "Property" is used interchangeably with the term "SAP Area." "Public Benefit Contributions" means the contributions required pursuant to Miami 21, Section 3.9 and described in Miami 21, Section 3.14 and this Agreement. Such Public Benefits Contributions include, among others, vocational training, infrastructure improvements, and Open and Civic spaces. "Public Facilities" means major capital improvements, including, but not limited to, transportation, sanitary sewers, solid waste, drainage, potable water, educational, parks and recreational, streets, parking and health systems and facilities. "Redevelopment of the Property" means all construction required to improve the Property in accordance with the SAP. Redevelopment of the Property does not include any construction or improvements not authorized by the SAP. "Regulating Plan" means the City Commission -approved set of land development regulations that supersede standard transect regulations provided in Miami 21. Together 5 of 21 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. with the Design Guidelines and this Agreement, the Regulating Plan provides the information required by Miami 21, Section 3.9.1(c) through (h). "SAP Area" is used interchangeably with the capitalized term, "Property." "Special Area Plan" or "SAP" means the Braman Miami Special Area Plan, including the Regulating Plan, Design Guidelines, and this Agreement. 5. Purposes. The purposes of this Agreement are: a. To satisfy the requirements of Miami 21 Section 3.9.1(f) by, among other things, providing for the creation and retention of certain public benefits; b. In satisfying the requirements of Miami 21 Section 3.9.1(0, to authorize Redevelopment of the Property; and c. To provide Braman assurances that it may proceed with the development of the Property in accordance with the SAP and existing laws and policies as of the Effective Date consistent with the Florida Local Government Development Agreement Act. 6. Intent. The Parties intend for this Agreement to be construed and implemented so as to effectuate the purposes of the SAP Regulating Plan and Design Guidelines, this Agreement, the Comprehensive Plan, Miami 21, the City Charter, the City Code, and the Florida Local Government Development Agreement Act. 7. Applicability. This Agreement applies to the Property identified in Exhibits "Al" and "A2." 8. Term of Agreement, Effective Date and Binding Effect. 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 by the Developers and filed with the City Clerk. The term of this Agreement may be extended by mutual consent of the Parties subject to public hearing(s), pursuant to Section 163.3225 of the Florida Statutes (2024). 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 Developers, their respective successors, assigns, heirs, legal representatives, and personal representatives. If the Property or any portion thereof is submitted to condominium ownership pursuant to the Florida Condominium Act, Chapter 718, Florida Statutes (2024), then the association or other entity designated to represent the condominium ownership interests as to the Property, as may be applicable, shall be the proper party or parties to execute any such release, extension, or modifications for properties in a condominium form of ownership. 9. Land Use and Zoning Designations. Pursuant to City Ordinances and , and in accordance with applicable legal requirements, the City has designated a portion of the Property, west of NE 2 Avenue, as "General Commercial" on the City's Future Land Use Map; the portion of the Property east of NE 2 Avenue remains "Restricted 6of21 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Commercial"; and "Braman Miami SAP" on the City's official Zoning Atlas. The SAP provides for deviations from commonly applicable provisions of Miami 21. In approving the SAP, the City has determined that the use, Intensities, Heights, and Densities of development permitted thereunder are consistent with the Comprehensive Plan, and are compatible with abutting zoning designations and surrounding development. 10. Future Development. a. Controlling Regulations. The Property will be developed and operated as provided in the Comprehensive Plan and Existing Zoning as each exists as of the Effective Date. The standard used to determine whether the City shall approve future development will be whether the proposed development is consistent with (a) Miami 21, (b) the Comprehensive Plan, (c) this Agreement, (d) and the SAP. b. Area -Wide Standards. Density, Intensity, and Civic Space are governed on a SAP -wide basis rather than on a site -specific basis. As development proceeds on individual building sites, Dwelling Units and/or floor area will be absorbed and the SAP -wide available totals will be reduced. For the avoidance of doubt, it is contemplated that the allocation of permissible density within the SAP Area may result in a condition where density from parcels within the Omni RDIA and the SAP Area are allocated to parcels within the SAP Area but not the Omni RDIA, so long as the total SAP Area permissible density is not exceeded.. All remaining regulations, including all other building disposition requirements, are applied on a sites -specific basis within parcels identified in the SAP Design Guidelines. Permit plans for each phase shall indicate the status of compliance for the particular phase and SAP -wide. Covenant in Lieu of Unity of Title. Braman shall enter into a Covenant in Lieu of Unity of Title covering the entire Property prior to any Redevelopment activities on any portion of the Property. d. Amendments, Generally. Any modifications to this Agreement shall be approved in accordance with the SAP. The City's laws and policies adopted after the Effective Date may applied to the Property only if the determinations required by Section 163.3233(2), Florida Statutes (2024), have been made after thirty (30) days written notice to the Developers, and at a public hearing. e. Amendments by Developers. Nothing in this Agreement shall prohibit the Developers from requesting a change of zoning or amendment of the SAP pursuant to Article 7 of Miami 21 to modify the Density, Intensity, Uses or Heights permitted under the SAP. 11. Prohibition on Downzoning. 7of21 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. a. During the term of this Agreement, changes to the Comprehensive Plan or Existing Zoning which adversely affect the development rights of the Developers taking legal effect after the Effective Date shall not apply to the Property unless: i. The determination(s) required by Section 163.3233(2) of the Florida Statutes (2024) have been made; ii. The City has provided the Developers at least thirty days' written notice of its intent to apply such regulations; and iii. Approval by the City after a public hearing or as otherwise provided by Chapter 163 of the Florida Statutes, - and then only after the City has provided thirty days' written notice to the Developers. b. The Developers may challenge any subsequently adopted changes to land development regulations based on any legal theories including but limited to common law princials (such as equitable estoppel, vested rights, and contractual rights, etc.), constitutional claims, statutory rights, and County and City laws. 12. Braman Miami SAP. The Property will be developed and used substantially in compliance with a compilationof plans, including, specifically, plans entitled "Braman Miami SAP" as prepared by Arquitectonica, "Braman Miami Campus" as prepared by Wolfberg Alvarez, and landscape plans as prepared by Arquitetonica Geo. The foregoing plans comprise the Design Guidelines and are collectively referred to in this Agreement as the "Project" and are on file with the City Clerk and are deemed to be incorporated by reference. The Project consists of four (4) phases of development on the Property. Phase 1 includes a proposed, state-of-the-art automotive service building and woonerf, Phases 2 and 3 each consist of an approximately sixty (60) story multifamily, mixed -use building, and Phase 4 consists of improvements to the existing gas station and car wash. Braman shall have the sole authority to shift projects between phases so long as the Public Benefits occur as specified in this Agreement, or are prorated for each phase and made prior to the temporary and/or permanent Certificate of Occupancy. 13. Public Benefit Contributions. In accordance with Miami 21 Section 3.9.1f, and as consideration for certain modifications to Miami 21 provided for in the SAP and this Agreement, the Developers hereby agree to create and retain the "Public Benefits" identified in this Section 13. a. Job Creation and Employment Opportunities. i. "Tiered Priority Areas." As further described in this paragraph 13, several employment opportunities will be offered according to "Tiered Priority Areas." These are areas of the City and Miami -Dade County where opportunities will be extended for a specified time period or until specified targets are satisfied. Opportunities will be extended with preference 8 of 21 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. considered to persons residing in the first priority area, then the second priority area, and so forth until hiring goals are satisfied. The Tiered Priority Areas are: 1. First priority: Residents of the City who live within the following zip codes: 33127, 33131, 33132, 33136, 33137, 33138, and 33150. 2. Second priority: Portions of the zip codes 33133 and 33146 commonly known as "West Coconut Grove." 3. Third priority: Areas of the City not identified in subparagraphs a(i)(1-2) above 4. Fourth priority: Area of the County not identified in subparagraphs a(i)(1-3) above The above priority list is referred to herein as the "Tiered Priority Areas." Each individual priority area is referred to as the first Tiered Priority Area, the second Tiered Priority Area, and so on. ii. Hiring Goals: Construction Jobs. The Developers shall comply with the following subcontractor participation requirements and laborer participation requirements (the "Participation Requirements") with respect to the Redevelopment of the Property: . Subcontractor Participation. The Developers shall require their general contractor(s) to assign a minimum of 5% of the construction contract value to subcontractors that are Certified Minority and/or Women Enterprise(s). b. For purposes of calculating the subcontractor participation, the percentage of participation shall be calculated based upon the numerator being the dollar value of all subcontracts given to subcontractors and the denominator being the total dollar value of all subcontracts entered into by the general contractor(s) over the entire course of the Property's redevelopment pursuant to the SAP. Specifically, if the dollar value of all subcontracts given to subcontractors is $50, and the total dollar value of all subcontracts entered into by the general contractor(s) over the entire course of the Property's redevelopment pursuant to the SAP is $1,000, then that represents 5% of the construction contract value. 9 of 21 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. c. The Developers shall require their general contractor(s) to use commercially reasonable efforts to hire qualified subcontractors in accordance with the Tiered Priority Areas by first seeking subcontractor(s) having offices in the first Tiered Priority Area, before expanding their search to the second area, and so forth. 2. Laborer Participation. a. The Developers agree that at least 25% of the total labor for the Redevelopment of the Property will consist of City of Miami residents and that at least 40% of the total labor for the Redevelopment of the Property will consist of Miami - Dade County residents. b. In the event of any disputes between the City Manager and the Developers as to whether any subcontractor has its principal place of business in the City or County, or whether any laborer resides in the City or County, and whether the Developers complied with the Tiered Priority Areas, the Developers and the City Manager shall proceed in good faith to resolve the dispute. iii. Hiring Goals: Permanent Jobs. 1. Employment by the Developers. In connection with all employment opportunities available in connection with the operation of the Property, including the commercial components of the Property, the Developers agree to use best efforts to recruit and hire employees who are residents of the City or County according to the Tiered Priority Areas, with a goal of having 50% of the workforce employed by Braman at the Property to be residents of the City or County. 2. Employment by Tenants of the Developers. The Developers agree to use best efforts to encourage each tenant conducting business at the Property to make best efforts to recruit and hire employees who are residents of the City or County according to the Tiered Priority Areas, with a goal of having at least 10% of the workforce employed at the Property to be residents of the City or County. iv. Employment Policies. In connection with the Redevelopment of the Property, the Developers agree that they and their general contractor(s) will: 10 of21 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 1. Demonstrate actions taken to recruit, advertise and to 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 certain target areas of the City according to Tiered Priority Areas. 3. Take reasonable definitive 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. Monitor and review all personnel practices to guarantee that equal opportunities are being provided to all employees regardless of race, color, place of birth, religion, national origin, sex, age, sexual orientation, gender identify, marital status, veterans and disability status. . Post in conspicuous places, availability to employees and applicants for employment, notices, setting forth the non-discrimination clauses of this Section. 7. In all solicitations and advertisements for employment placed by or on behalf of the Developers, state that all applicants will receive consideration for employment without regard to race, creed, color or national origin. v. Job Fairs. The Developers shall contract with an organization experienced in implementing local job preference opportunities to conduct job fairs and similar outreach in District 2. At least two such events will be conducted for construction jobs, and at least two such events will be conducted for permanent jobs prior to commencement of construction of each Phase of the Project. b. Vocational Training Program. Braman has established the Braman Miami Automotive Training Center which will operate within the SAP, including the new service building to educate and train up to thirty (30) students annually in automobile -related services. This training center may coordinate efforts with Miami -Dade Public Schools and Miami Dade County College to further develop 11 of21 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. training programs with preference to students who reside in the Tiered Priority Areas for the job opportunities contemplated to exist at the Property. Braman agrees to use commercially reasonable efforts to place graduates of any such training programs in permanent jobs in the Property. c. Public Spaces. Braman agrees to provide publicly accessible open spaces in the SAP Area in excess of the minimum Open Space requirements of Miami 21 and the SAP, as follows: i. Minimum Open Space. Braman agrees to provide minimum area of approximately 63,000 square feet of Open Space, ("Public Open Spaces"), in substantial accordance with this Agreement, the Regulating Plan, and the Design Guidelines. The calculation of Open Space shall not include any right-of-way areas. ii. Location. The general location and dimensions of the Public Open Spaces and allocation of Thoroughfares shall be substantially in accordance with this Agreement and the SAP as shown in the Design Guidelines. iii. Exclusive Right. `Braman shall retain the exclusive right to design, landscape, and determine the programming for the Public Open Spaces, subject to approval by the Planning Director, or designee, which approval shall not be unreasonably withheld, delayed, or conditioned. iv. Woonerf. Braman, at its sole cost and expense, agrees to create and maintain a Woonerf, generally within NW 20 Terrace between Biscayne Boulevard and NE 2 Avenue, substantially in compliance with the Design Guidelines (the "Woonerf'). A building permit for construction of the Woonerf shall be obtained within one (1) year of the issuance of the building permit for the ARC Building as shown in the Design Guidelines. Construction of the Woonerf shall be completed and open to the public within three (3) years of obtaining a building permit for the Woonerf. Approvals of certain items including signing, pavement markings, non- standard pavement treatments and colors, special geometries and alignments of proposed Woonerf are subject to Miami -Dade County review and approval as well as execution of a Covenant for Non -Standard improvements with the City. In the event that the Miami -Dade County Department of Transportation and Public Works, or other agency with right of way jurisdiction, does not provide necessary approvals for the Woonerf, Braman shall work with the City's Planning Department to approve and provide a Civic Space Type alternative, inclusive of an option to satisfy the Civic Space requirement via a minimum payment to the City in an amount equal to the cost to design and construct the proposed Woonerf. 12of21 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. v. Events. From time to time, the Developers may sponsor or similarly partner with organizations to hold temporary events in the SAP Area including in and around the Public Open Spaces and the Woonerf. In advance of a temporary or special event, the Developers shall submit an application to the City consistent with the requirements contained in Chapter 62 of the Code to obtain the necessary permits and approvals. vi. Maintenance. The Developers shall maintain the Public Open Spaces, pursuant to any applicable maintenance standards as mutually agreed by the City and the Developers. d. Streetscape and Transit Oriented Development Area Extension. The Developers shall design, permit, and construct within the SAP area the streetscapes shown in the Design Guidelines, including enhanced landscaping, pedestrian connectivity, and bicycle connectivity, consistent with the City's Bicycle Master Plan. The streetscape improvements shall be constructed, open to the public prior to the issuance of the first Temporary or Permanent Certificate of Occupancy for the abutting phase of the Project. e. Mobility Plan. The Developers shall coordinate with vendors and implement a mobility plan shown in the Design Guidelines to route car carriers entering and exiting the Property to the state of the art automobile service building for internalized loading. 14. Parking. a. Valet / Robotic Parking. The Developers may establish a uniform valet system to service the SAP Area generally. Notwithstanding the limitations set forth in Sections 35-305 of the City Code, a maximum of three (3) valet permits may be issued for the operation of a valet parking ramp on the same side of the block where the permit applicant is the operator of the uniform valet system. Robotic parking within enclosed parking structures shall also be permitted. b. Parking , Management Program. Parking within the SAP Area may be implemented through a parking management program maintained by the Developers. The parking management program shall track existing and anticipated parking through an interactive spreadsheet reviewed by the Planning Director (the "Parking Management Program"). Parking usage shall be debited from the total parking pool available within the SAP Area. Parking Availability shall be added to the total parking pool available within the SAP Area. The numbers and figures provided in the Parking Management Program may be revised and updated from time to time by the Developers including at such times as certain interim parking is discontinued and permanent parking becomes available. 13 of 21 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. c. Interim Parking. For the purposes of accommodating the phased Redevelopment of the Property, interim and temporary parking on unimproved and partially improved lots by valet service may be permitted in order to satisfy required off- street parking under Existing Zoning and the Regulating Plan. Notwithstanding the requirements of Section 62-543 and 62-544 of the Code, interim parking may be permitted in the SAP Area without having to comply with permanent parking requirements on the proposed interim parking lots. The Zoning Director may approve the design of the interim parking lots prior to issuance of a building permit for improvements. 15. Onstreet Parking. Redevelopment of the Property and implementation of the streetscapes, Open Space and Civic Space shown in the Design Guidelines will necessitate permanent onstreet parking space removal. The City agrees to support the Developer's request for the waiver of the monetization fee for the parking infrastructure reserve fund set forth in Section 35-195 of the City Code related to the Woonerf and the ARC Building. 16. Signage. The SAP will be required to comply with all applicable Federal, State, County and. City signage rules, laws, orders, regulations, statutes, or ordinances. Permitted signage will accomplish the following goals: (i) moving pedestrians and vehicle traffic around the SAP area safely and efficiently; (ii) promoting safe and efficient pedestrian traffic within SAP; and (iii) properly identifying the Project. 17. Public Facilities. As of the Effective Date, the Developers shall conduct an extensive analysis of the Public Facilities available to serve the Project. In the event that the Existing Zoning and/or the Comprehensive Plan require the Developers to provide Public Facilities to address any deficiencies in required levels of service occasioned by future development within the Property or as a result of the development of the Project, the Developers shall provide such Public Facilities consistent with the timing requirements of Section 163.3180, Florida Statutes (2024), or as otherwise required by Chapter 13 of the City Code, as amended from time to time, if applicable. 18. Construction of encroachments within the Public Right -of -Way. The City finds that the encroachments proposed by the Developers do not unduly restrict the use of the public right-of-way and are a necessary, essential element in the construction of the pedestrian overpasses above the same rights -of -way. To the extent set forth in the Project Plans, the City hereby agrees to expeditiously sign off on all permits to permit encroachments within the public right-of-way, including but not limited to Public Works permits. The adoption of this Agreement shall serve to satisfy the requirements set forth in Section 55-14(b) of the City Code. Further, this Agreement shall satisfy the requirements of Section 55-14(d) of the City Code. In consideration for authorizing the construction of the aforementioned encroachments, Developers further covenants to: a. Maintain the above -grade pedestrian overpasses in accordance with the Florida Building Code, City Charter and City Code. 14of21 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. b. Provide an insurance policy, in an amount determined by the City's Risk Manager, naming the City as additional insured for public liability and property damage. The insurance shall remain in effect for as long as the encroachment(s) exist above the City -owned property. Should Developers fail to continuously provide the insurance coverage, the City shall have the right to secure a similar insurance policy in its name and place a special assessment lien against the Developers' abutting private property for the total cost of the premium. c. Developers shall hold harmless and indemnify the City, the State of Florida, as applicable, and their respective officials and employees from any claims for damage or loss to property and injury to persons of any nature whatsoever arising out of the use, construction, and development of the Project and from and against any claims which may arise out of the granting of permission for the encroachments or any activity performed under the terms of this Agreement. 19. Compliance with Fire/Safety Laws. The Developers shall at all times in the development and operation of the Project comply with all applicable laws, ordinances and regulations including life safety codes to insure the safety of all Project and City residents and guests. Specifically and without limitation, the Developers will install and construct all required fire safety equipment and water lines with flow sufficient to contain all possible fire occurrences. 20. Local Development Permits. The SAP 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 to take all reasonable steps to cooperate with and facilitate all such approvals. Such approvals include, without limitation, the following approvals and permits and any successor or analogues approvals and permits. a. Subdivision plat and/or waiver of plat approvals; b. Covenant or Unity or Title acceptance; c. Building and Public Works permits; d. Certificates of use and/or occupancy; e. Stormwater Permits; and. f. Any other official action of the City, County, or any other government agency having the effect of permitting development of the Property. In the event that the City substantially modifies its land development regulations regarding site plan approval procedures, authority to approve any site plan for a project in the SAP shall be vested solely in the City Manager, with the recommendation of the Planning 15 of21 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Director. Any such site plan shall be approved if it meets the requirements and criteria of the Zoning, the Comprehensive Plan and the terms of this Agreement. 21. Compliance with Regulations Relative to Development Permits. The Parties agree that the failure of this Agreement to address a particular permit, condition, fee, term license or restriction in effect on the Effective Date shall not relieve the Developers of the necessity of complying with the regulation governing said permitting requirements, conditions, fees, terms, licenses, or restrictions. Pursuant to Section 163.3241, Florida Statutes (2024), if state or federal laws are enacted after the execution of this development agreement which are applicable to and preclude the parties compliance with the terms of this development agreement, this Agreement shall be modified or revoked as is necessary to comply with relevant state or federal laws. 22. Authorization for the City to Withhold Permits and Inspections. In the event the Developers are obligated to make payments or improvements under the terms of this Agreement or to take or refrain from taking any other action under this Agreement, and such obligations are not performed as required, in addition to any other remedies available, the City is hereby authorized to withhold any further permits, and refuse to make any inspections or grant any approvals, for the specific Phase of development the outstanding obligations relate to until such time as this Agreement is complied with. 23. Cooperation; Expedited Permitting and Time is of the Essence. The Parties agree to cooperate with each other to the full extent practicable pursuant to the terms and conditions of this Agreement. The Parties agree that time is of the essence in all aspects of their respective and mutual responsibilities pursuant to this Agreement. The City shall use its best efforts to expedite the permitting and approval process in an effort to assist the Developers in achieving their development and construction milestones. The City will accommodate requests from the Developers' general contractor(s) and subcontractors for review of phased or multiple permitting packages, such as those for excavation, site work and foundations, building shell, core, and interiors. In addition, the City will designate an individual within the City Manager's Office who will have a primary (though not exclusive) duty to serve as the City's point of contact and liaison with the Developers in order to facilitate expediting the processing and issuance of all permit and license applications and approvals across all of the various departments and offices of the City which have the authority or right to review and approve all applications for such permits and licenses. Notwithstanding the foregoing, the City shall not be obligated to issue development permits to the extent the Developers do not comply with the applicable requirements of Miami 21, the Comprehensive Plan, this Agreement and applicable building codes. 24. Reservation of Development Rights. 16 of 21 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. a. For the term of this Agreement, the City hereby agrees that it shall permit the development of the Property in accordance with the Comprehensive Plan, Miami 21, the SAP Regulating Plan, and this Agreement. b. Nothing herein shall prohibit an increase in the density, height, or intensity of development permitted on the Program in a manner consistent with (a) Miami 21 and the SAP, and/or the Comprehensive Plan, (b) any zoning change subsequently requested or initiated by the Developers in accordance with applicable provisions of law or (c) any Laws legally in effect as of the Effective Date or in the future. c. The expiration or termination of this Agreement shall not be considered a waiver of, or limitation upon, the rights, including, but not limited to, any claims of vested rights or equitable estoppel, obtained or held by the Developers or their successors or assigns to continue development of the Property in with Existing Zoning and active prior development permits or development orders granted by the City. 25. Notice. All notices, demands and requests which may or are required to be given hereunder shall, except as otherwise expressly provided, be in writing and delivered by personal service or sent by United States Registered or Certified Mail, return receipt requested, postage prepaid, or by overnight express delivery, such as Federal Express, to the Parties at the addresses listed below. Any notice given pursuant to this Agreement shall be deemed given when received. Any actions required to be taken hereunder which fall on Saturday, Sunday, or United States legal holidays shall be deemed to be performed timely when taken on the succeeding day thereafter which shall not be a Saturday, Sunday, or legal holiday. To the City: City Manager, City of Miami 3500 Pan American Drive Miami, Florida 33133 With a copy to: City Attorney, City of Miami Miami Riverside Center 444 S.W. 2nd Ave., 91h Floor Miami, Florida 33130 To the Developers: Braman Motors, Inc. ATTN: Alex Shack 2060 Biscayne Boulevard, 2nd Floor Miami, Florida 33137 With a copy to: Bercow Radell Fernandez Larkin Tapanes, PLLC ATTN: Melissa Tapanes Llahues 200 S. Biscayne Boulevard, Suite 300 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. 17of21 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 26. Multiple Ownership. In the event of additional ownership subsequent to the approval of the Agreement, each of the subsequent owners, mortgagees and other successors in interest in and to the Property (or any portion thereof, including condominium unit owners) shall be bound by the terms and provisions of this Agreement as covenants that run with the Property. 27. Modification. This Agreement may be modified, amended, or released as to any portion of the Property, by a written instrument executed by the then -owners of the Property, including joinders of all mortgagees, if any, provided the same is also approved by the City, after any required public hearing(s). Any public hearing application related to a particular phase, or any portion thereof, shall only require the consent, acknowledgment and/or joinder of the then owner(s) of that phase. If there is a recorded homeowners or condominium association covering any portion of the Property, said association may (in lieu of the signature consent of the individual member or owners), on behalf of its members and in accordance with its articles of incorporation and bylaws, consent to any proposed modification, amendment, or release by a written instrument executed by the homeowners or condominium association. Any consent made pursuant to a vote of the homeowners or condominium association shall be evidence by a written resolution of the homeowners or condominium association and a certification executed by the secretary of the homeowners or condominium association's board of directors affirming that the vote complied with the articles of incorporation and the bylaws of the association. 28. No Oral Change or Termination. This Agreement and the exhibits and appendices appended hereto and incorporated herein by reference, if any, constitute the entire Agreement between the Parties with respect to the subject matter hereof. This Agreement supersedes any prior agreements or understandings between the Parties with respect to the subject matter hereof, and no change, modification, or discharge hereof in whole or in part shall be effective unless such change, modification or discharge is in writing and signed by the party against whom enforcement of the change, modification or discharge is sought. This Agreement cannot be changed or terminated orally. 29. Enforcement. The City, its successors or assigns, and the Developers shall have the right to enforce the provisions of this Agreement. Enforcement shall be by action at law or in equity against any parties or persons violating or attempting to violate any covenants, either to restrain violation or to recover damages or both. 30. Venue, Choice of Law, Specific Performance. It is mutually understood and agreed by the parties hereto, that this Agreement shall be governed by the laws of the State of Florida, and any applicable federal law, both as to interpretation and performance, and that any action at law, suit in equity or judicial proceedings for the enforcement of this Agreement or any provision hereof shall be instituted only in the courts of the State of Florida or federal courts and venue for any such actions shall exclusively in a court of competent jurisdiction in Miami -Dade County. In addition to any other legal rights, the Parties shall each have the right to specific performance of this Agreement in court. Each Party shall bear its own 18 of 21 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. attorney's fees. Each Party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the Parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The Parties irrevocably waive any rights to a jury trial. 31. Voluntary Compliance. The Parties hereby agree that in the event all or any Party of this Agreement is struck down by judicial proceedings or preempted by legislative action, the Parties shall continue to honor the terms and conditions of this Agreement to the extent allowed by law. 32. Severability. Invalidation of any of the sections, terms, conditions, provisions, or covenants of 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. 33. Default. a. The Developers shall be in default under this Agreement if any of the following events occur and continue beyond the applicable grace period: the Developers fail to perform or breach any term, covenant, or condition of this Agreement which is not cured within 30 days after receipt of written notice from the City specifying the nature of such breach; provided, however, that if such breach cannot reasonably be cured within 30 days, then the Developers shall not be in default if it commences to cure such breach within said 30-day period and diligently prosecutes such cure to completion. b. The City shall be in default under this Agreement if the City fails to perform or breaches any term, covenant, or condition of this Agreement and such failure is not cured within 30 days after receipt of written notice from the Developers specifying the nature of such breach; provided, however, that if such breach cannot reasonably be cured within 30 days, the City shall not be in default if it commences to cure such breach within said 30-day period and diligently prosecutes such cure to completion. c. It shall not be a default under this Agreement if either Party is declared bankrupt by a court of competent jurisdiction. All rights and obligations in this Agreement shall survive such bankruptcy of either party. The Parties hereby forfeit any right to terminate this Agreement upon the bankruptcy of the other party. 34. Remedies. (a) Neither Party may terminate this Agreement upon the default of the other Party, but shall have all of the remedies enumerated herein. 19 of 21 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. (b) Upon the occurrence of a default by a Party to this Agreement not cured within the applicable grace period, the Parties 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. Each party shall bear their own attorney's fees and costs. 35. Obligations Surviving Termination. 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 four (4) year term following the earlier of the effective date of such termination or the expiration of the Term; (i) the exclusive venue and choice of law provisions contained herein; (ii) rights of any Party arising during or attributable to the period prior to expiration or earlier termination of this Agreement, and (iii) any other term or provision herein which expressly indicate either that it survives the termination or expiration here of or is or may be applicable or effective beyond the expiration or permitted early termination hereof. 36. Entire Agreement. This Agreement and the exhibits and appendices appended hereto and incorporated herein by reference, if any, constitute the entire Agreement between the Parties with respect to the subject matter hereof. This Agreement supersedes any prior agreements or understandings between the Parties with respect to the subject matter hereof, and no change, modification, or discharge hereof in whole or in part shall be effective unless such change, modification or discharge is in writing and signed by the Party against whom enforcement of the change, modification or discharge is sought. This Agreement cannot be changed or terminated orally. 37. Successors, Assigns, and Designees. The covenants and obligations set forth in this Agreement shall extend to the Parties and their successor(s) and/or assigns, jointly and severally. 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. 38. Third Party Defense. The Parties shall each, at their own cost and expense, vigorously defend any claims, suits or demands brought against them by third parties challenging the Agreement or the Project, or objecting to any aspect thereof, including, without limitation, (i) a consistency challenge pursuant to Section 163.3215, Florida Statutes (2024), (ii) a petition for writ of certiorari, (iii) an action for declaratory judgment, or (iv) any claims for loss, damage, liability, or expense (including reasonable attorneys' fees). The Parties shall promptly give the other written notice of any such action, including those that are pending or threatened and all responses, filings, and pleadings with respect thereto. 39. Recording. This Agreement shall be recorded in the Public Records of Miami -Dade County, Florida at the Developers' expense and shall inure to the benefit of the City. The Developers will record the Agreement within fifteen (15) days of receipt of the executed, 20 of 21 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. original version of this Agreement. A copy of the recorded Development Agreement shall be provided to the City Clerk and City Attorney within fifteen (15) days of recording. 40. Representations Regarding Authorization to Execute. Each Party represents to the others that this Agreement has been duly authorized, delivered, and executed by such Party and constitutes the legal, valid, and binding obligation of such Party, enforceable in accordance with its terms. 41. Lack of Agency Relationship. Nothing contained herein shall be construed as establishing an agency relationship between the City and the Developers and neither the Developers nor their 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 officials, contractors, agents, and employees shall not be deemed contractors, agents, or employees of the Developers or their subsidiaries, divisions or affiliates. 42. No Conflict of Interest. The Developers agree to comply with Section. 2-612 of the City Code as of the Effective Date, with respect to conflicts of interest. 43. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. 44. Electronic Signature(s). The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. NOW WHEREFORE, the Parties have caused this Agreement to be duly executed this day of , 2025. [Signature Pages Follow] 21 of 21 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. DEVELOPMENT AGREEMENT BETWEEN THE CITY OF MIAMI, FLORIDA AND BRAMAN REGARDING THE BRAMAN MIAMI SPECIAL AREA PLAN This Development Agreement (the "Agreement") executed this day of 2025, between 120 NE 20th Street, LLC, a Delaware limited liability company ("120 Street"); 2020 Biscayne Blvd, LLC, a Delaware limited liability company ("2020 Biscayne"); 2060 Biscayne Blvd, LLC, a Delaware limited liability company ("2060 Biscayne"); 2060 NE 2nd Avevenue, LLC, a Delaware limited liability company ("2060 NE"); 246 NE 20th Terrace, LLC, a Delaware limited. liability company ("246 NE"); Braman Hyundai, Inc., a Florida corporation ("Braman Hyundai"); Braman Leibowitz Gas Station, LLC, a Delaware limited liability company (`Braman Gas"); Braman Leibowitz Service and Parts, LLC, a Delaware limited liability company ("Braman Service"); Braman Leibowitz Temple Lots, LLC, a Delaware limited liability company ("Braman Temple"); Braman -Leibowitz Miami Downtown Properties I, LLC, a Delaware limited liability company ("Braman Properties I"); Braman-Leibowtiz Miami Downtown Properties II, LLC, a Delaware limited liability company ("Braman Properties II"); Braman -Leibowitz Parking Garage, LLC, a Delaware limited liability company ("Braman Parking"); and N.B. Leasing, Inc., a Florida corporation ("N.B. Leasing") (collectively, the "Developers" or "Braman"), and the City of Miami, Florida, a Florida municipal corporation and a political subdivision of the State of Florida (the "City"). The Developers and the City are each a "Party" and are collectively referred to herein as the "Parties." RECITALS WHEREAS, Braman is the fee simple owner of the various properties identified in Exhibit Al, legally described in Exhibit A2 (collectively the "Property" or the "SAP Area"); and WHEREAS, a portion of the Property is located in an Enterprise Zone in which the City envisions sustained economic growth through County and State -offered tax incentives; and WHEREAS, a portion of the Property is also located within the Omni Community Redevelopment Area (the "Omni CRA") which the City and Miami -Dade County have identified as an area in need of continued and additional investment; and WHEREAS, a portion of the Property is also located within the Urban Central Business District (the "UCBD"); and WHEREAS, the Property's location at the northern perimeter of the City's urban core makes it a critical location for neighborhood -serving automotive services ; and WHEREAS, the Parties wish to ensure that Braman continues to serve as an important economic engine and employer for the City and its neighborhood; and WHEREAS, the Property is designated General Commerical and Restricted Commercial on the City's Future Land Use Map, and zoned T6-36, T6-12, and T6-8 on the City's zoning atlas; and THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. WHERAS, the City's Miami Comprehensive Neighborhood Plan (the "Comprehensive Plan") and the City's zoning ordinance ("Miami 21") also designates a portion of the Property as part of the Omni Residential Density Increase Area; and WHEREAS, Section 3.9 of the City's zoning ordinance ("Miami 21") allows for abutting parcels consisting of greater than nine acres to be master planned so as to allow greater integration of public improvements and infrastructure, and greater flexibility so as to result in higher or specialized quality building and streetscape design within the Special Area Plan; and WHEREAS, on July 24, 2022, the Developers filed applications with the City to modify the Property's land use designation and for approval of the Braman Miami Special Area Plan (the "SAP") zoning designation in order to facilitate the expansion of the existing Braman Miami campus and its continued role as a major economic driver; and WHEREAS, redevelopment of the Property consistent with the SAP will create initial and recurring fiscal benefits for the City including temporary and permanent jobs as well as an increased tax base; and WHEREAS, the Parties wish for redevelopment of the Property to proceed under the regulations established in the SAP Regulating Plan and Design Guidelines attached as Exhibit "C" and consistent with the Miami Comprehensive Neighborhood Plan (the "Comprehensive Plan") and Miami 21; and WHEREAS, redevelopment of the Property consistent with the SAP Regulating Plan and Design Guidelines aligns with the intent of the Omni CRA Redevelopment Plan by creating a cohesive character, quality and connective public space improvements for the SAP Area as well as creating desirable conditions for the development of adjacent neighborhoods with new opportunities for the development of a mix of housing and employment choices. WHEREAS, as a condition to the approval of the SAP, Miami 21 Section 3.9.1.f requires that the Developers enter into a recorded development agreement that establishes the allocation of thoroughfares, civic space types, and building area among the building sites, and the creation and retention of the public benefits.; and WHEREAS, "The Florida Local Government Development Agreement Act," as codified in Sections 163.3220 through 163.3243 of the Florida Statutes (2024), authorizes local governments to enter into development agreements with any person or entity having a legal or equitable interest in real property located within the local government's jurisdiction, and the Parties intend that this Agreement be consistent with the requirements of said Act; and WHEREAS, assurance to the Braman that it may proceed in accordance with the existing laws and policies, subject to the conditions of a Development Agreement, strengthens the public planning process, encourages sound planning and financing of capital improvements, assists in assuring there are adequate capital facilities for redevelopment of the Property, encourages private participation in comprehensive planning, and reduces economic costs of development; and WHEREAS, the City Commission pursuant to Ordinance No. , adopted , 2025 has authorized the City Manager to execute this Agreement upon the terms and 2 of 22 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. conditions set forth below, and the Developers are 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: 1. Recitals, Exhibits. The above recitals and the Exhibits referenced in this Agreement are true and correct, and are incorporated into and made a part hereof. 2. Consideration. The Parties hereby agree that the consideration and obligations recited and provided for in this Agreement constitute substantial benefits to the Parties and thus are adequate consideration for this Agreement. 3. Rules of Legal Construction. For all purposes of this Agreement, unless otherwise expressly provided: (aka. A defined term has the meaning assigned to it; (b)b. Words in the singular include the plural, and words in the plural include the singular; ($c. A pronoun in one gender includes and applies to other genders as well; (4)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; (e)e. The Parties agree that this Agreement shall not be more strictly construed against either the City, the Developers, as all Parties are drafters of this Agreement; and ( }f. The attached exhibits shall be deemed adopted and incorporated into this Agreement; provided however that this Agreement shall be deemed to control in the event a conflict between the attachments and this Agreement. 4. Definitions. Capitalized terms which are not specifically defined herein shall have the meaning given to them in Miami 21. "Agreement" means this Development Agreement between the City and the Developers. "Certified Minority Enterprise" means an enterprise certified by Miami -Dade County as a Community Business Enterprise ("CBE"); a Community Small Business Enterprise ("CSBE"); a Black Business Enterprise ("BBE"); a Disadvantaged Business Enterprise ("DBE"); an Hispanic Business Enterprise ("HBE"); or a Small Business Enterprise ("SBE"); all as generally described in Section 2-8, et seq. of the Miami -Dade County Code of Ordinances. "City" means the City of Miami, a municipal corporation and a political subdivision of the State of Florida, and all departments, boards, committees, agencies and instrumentalities subject to the jurisdiction thereof. "City Charter" means the municipal Charter of the City of Miami. 3 of 22 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. "City Code" or "Code" means the Code of Ordinances of the City of Miami. "City Manager" means the City Manager or his or her designee. "Comprehensive Plan" means the comprehensive plan known as the Miami Comprehensive Neighborhood Plan, ("MCNP") adopted by the City pursuant to Chapter 163, Florida Statutes (2024), meeting the requirements of Section 163.3177, Florida Statutes; Section 163.3178, Florida Statutes and Section 163.3221(2), Florida Statutes, which are in effect as of the Effective Date of the Agreement. "Consumer Price Index" or "CPI" means the ` Consumer Price Index for All Urban Consumers, U.S. City Average, for all items, 1982-84 = 100 as published by the United States Department of Labor on its website at http://www.bls.gov/cpi. "County" means Miami -Dade County, a political subdivision of the State of Florida. "Design Guidelines" means the City Commission -adopted set of drawings, diagrams and tables that guides future development within the SAP Area. Together with the Regulating Plan and this Agreement, the Design Guidelines provides, among other things, the information required by Miami 21 Section 3.9.1(c) through (h). The Design Guidelines are also known as the "Concept Book." "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, or dividing of land into three (3) or more parcels and such other activities described in Section 163.3221(4), Florida Statutes (2024). "Development Permit" includes any building permit, zoning approval, subdivision approval, replatting, rezoning, certification, special exception, variance, Waiver, Warrant, Exception, or any other official action of local government having the effect of permitting the development of land. "Effective Date" is the date of recordation of the executed, original version of this Agreement. "Encroachment" includes any improvement to the Property by the Developers, a fixture to such an improvement, or any portion of such an improvement or fixture that: (a) is located on, over, within, or beneath real property owned or operated by the City, the County or which is otherwise dedicated as part of the public right-of- way or Pubic Open Space ; and. (b) has been authorized by the relevant local government(s) pursuant to applicable laws and a permit issued separate and apart from this Agreement or the SAP. 4 of 22 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. "Existing Zoning" is (a) Miami 21 Code, effective May 2010, as amended, specifically including the Braman Miami SAP Regulating Plan and Design Guidelines, and (b) the Land Development Regulations specified in the Charter and City Code as of the Effective Date. "Florida Local Government Development Agreement Act" or "the Act" shall mean Sections 163.3220 through 163.3243 of the Florida Statutes (2024). "Land Development Regulations" mean those laws and policies of the City that regulate any aspect of development including zoning, subdivision, building construction, or sign regulations or any other such regulation controlling the development of land and specifically including those provisions related to the development of land in Chapters 4, 10, 13,-23, 54, 55, and 62 of the City Code. "Laws" means all ordinances, resolutions, regulations, comprehensive plans, land development regulations, constitutions, statutes, common laws, and rules adopted by a Local, -mil -State, and Federal government affecting the development of land. "Miami 21" means City of Miami Ordinance 13114, as amended, through the Effective Date and specifically includes the Braman Miami SAP Regulating Plan and Design Guidelines. "Park Impact Fcc" means the parks and recreation impact fee provided for in Sections 13 7 and 13 12 of the City Code. "Planning Director" means the Director of the City's Planning Department or his or her designee. "Property" means the approximately 12.9 acres of real property in the City of Miami, Florida, identified in Exhibit A 1 and legally described in Exhibit A2. The capitalized term "Property" is used interchangeably with the term "SAP Area." "Public Benefit Contributions" means the contributions required pursuant to Miami 21, Section 3.9 and described in Miami 21, Section 3.14 and this Agreement. Such Public Benefits Contributions include, among others, vocational training, infrastructure improvements, and Open and Civic spaces. "Public Facilities" means major capital improvements, including, but not limited to, transportation, sanitary sewers, solid waste, drainage, potable water, educational, parks and recreational, streets, parking and health systems and facilities. "Redevelopment of the Property" means all construction required to improve the Property in accordance with the SAP. Redevelopment of the Property does not include any construction or improvements not authorized by the SAP. 5 of 22 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. "Regulating Plan" means the City Commission -approved set of land development regulations that supersede standard transect regulations provided in Miami 21. Together with the Design Guidelines and this Agreement, the Regulating Plan provides the information required by Miami 21, Section 3.9.1(c) through (h). "SAP Area" is used interchangeably with the capitalized term, "Property." "Special Area Plan" or "SAP" means the Braman Miami Special Area Plan, including the Regulating Plan, Design Guidelines, and this Agreement. 5. Purposes. The purposes of this Agreement are: a. To satisfy the requirements of Miami 21 Section 3.9.1(f) by, among other things, providing for the creation and retention of certain public benefits; b. In satisfying the requirements of ' Miami 21 Section 3.9.1(f), to authorize Redevelopment of the Property; and c. To provide Braman assurances that it may proceed with the development of the Property in accordance with the SAP and existing laws and policies as of the Effective Date consistent with the Florida Local Government Development Agreement Act. 6. Intent. The Parties intend for this Agreement, to be construed and implemented so as to effectuate the purposes of the SAP Regulating Plan and Design Guidelines, this Agreement, the Comprehensive Plan, Miami 21, the City Charter, the City Code, and the Florida Local Government Development Agreement Act. 7. Applicability. This Agreement applies to the Property identified in Exhibits "Al" and "A2." 8. Term of Agreement, Effective Date and Binding Effect. 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 by the Developers and filed with the City Clerk. The term of this Agreement may be extended by mutual consent of the Parties subject to public hearing(s), pursuant to Section 163.3225 of the Florida Statutes (2024). 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 Developers, their respective successors, assigns, heirs, legal representatives, and personal representatives. If the Property or any portion thereof is submitted to condominium ownership pursuant to the Florida Condominium Act, Chapter 718, Florida Statutes (2024), then the association or other entity designated to represent the condominium ownership interests as to the Property, as may be applicable, shall be the proper party or parties to execute any such release, extension, or modifications for properties in a condominium form of ownership. 9. Land Use and Zoning Designations. Pursuant to City Ordinances and , and in accordance with applicable legal requirements, the City has designated 6 of 22 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. a portion of the Property, west of NE 2 Avenue, as "General Commercial" on the City's Future Land Use Map; the portion of the Property east of NE 2 Avenue remains "Restricted Commercial"; and "Braman Miami SAP" on the City's official Zoning Atlas. The SAP provides for deviations from commonly applicable provisions of Miami 21. In approving the SAP, the City has determined that the use, Intensities, Heights, and Densities of development permitted thereunder are consistent with the Comprehensive Plan, and are compatible with abutting zoning designations and surrounding development. 10. Future Development. a. Controlling Regulations. The Property will be developed and operated as provided in the Comprehensive Plan and Existing Zoning as each exists as of the Effective Date. The standard used to determine whether the City shall approve future development will be whether the proposed development is consistent with (a) Miami 21, (b) the Comprehensive Plan, (c) this Agreement, (d) and the SAP. b. Area -Wide Standards. Density, Intensity, and Civic Space, and Open Spacc are governed on a SAP -wide basis rather than on a site -specific basis. As development proceeds on individual building sites, Dwelling Units and/or floor area will be absorbed and the SAP -wide available totals will be reduced. For the avoidance of doubt, it is contemplated that the allocation of permissible density within the SAP Area may result in a condition where density from parcels within the Omni RDIA and the SAP Area are allocated to parcels within the SAP Area but not the Omni RDIA, so long as the total SAP Area permissible density is not exceeded. SAP wide Ciyie and Open Space t talc c i tin T .f ceffiR.on , e delineated and site specific. All remaining regulations, including all other building disposition requirements, are applied on a sites -specific basis within parcels identified in the SAP Design Guidelines. Permit plans for each phase shall indicate the status of compliance for the particular phase and SAP -wide. c. Covenant in Lieu of Unity of Title. Braman shall enter into a Covenant in Lieu of Unity of Title covering the entire Property prior to any Redevelopment activities on any portion of the Property. d. Amendments, Generally. Any modifications to this Agreement shall be approved in accordance with the SAP. The City's laws and policies adopted after the Effective Date may be applied to the Property only if the determinations required by Section 163.3233(2), Florida Statutes (2024), have been made after thirty (30) days written notice to the Developers, and at a public hearing. e. Amendments by Developers. Nothing in this Agreement shall prohibit the Developers from requesting a change of zoning or amendment of the SAP pursuant to Article 7 of Miami 21 to modify the Density, Intensity, Uses or Heights permitted under the SAP. 7 of 22 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 11. Prohibition on Downzoning. a. During the term of this Agreement, changes to the Comprehensive Plan or Existing Zoning which adversely affect the development rights of the Developers taking legal effect after the Effective Date shall not apply to the Property unless: i. The determination(s) required by Section 163.3233(2) of the Florida Statutes (2024) have been made; ii. The City has provided the Developers at least thirty days' written notice of its intent to apply such regulations; and iii. Approval by the City after a public hearing or as otherwise provided by Chapter 163 of the Florida Statutes, and then only after the City has provided thirty days' written notice to the Developers. b. The Developers may challenge any subsequently adopted changes to land development regulations based on any legal theories including but limited to common law princials (such as equitable estoppel, vested rights, and contractual rights, etc.), constitutional claims, statutory rights, and County and City laws. 12. Braman Miami SAP. The Property will be developed and used substantially in compliance with a compilation of plans, including, specifically, plans entitled "Braman Miami SAP" as prepared by Arquitectonica, "Braman Miami Campus" as prepared by Wolfberg Alvarez, and landscape plans as prepared by Arquitetonica Geo. The foregoing plans comprise the Design Guidelines and are collectively referred to in this Agreement as the "Project" and are on file with the City Clerk and are deemed to be incorporated by reference. The Project consists of four (4) phases of development on the Property. Phase 1 includes a proposed, state-of-the-art automotive service building and woonerf, Phases 2 and 3 each consist of an approximately sixty (60) story multifamily, mixed -use building, and Phase 4 consists of improvements to the existing gas station and car wash. Braman shall have the sole authority to shift projects between phases so long as the Public Benefits occur as specified in this Agreement, or are prorated for each phase and made prior to the temporary and/or permanent Certificate of Occupancy. 13. Public Benefit Contributions. In accordance with Miami 21 Section 3.9.1f, and as consideration for certain modifications to Miami 21 provided for in the SAP and this Agreement, the Developers hereby agree to create and retain the "Public Benefits" identified in this Section 13. a. Job Creation and Employment Opportunities. i. "Tiered Priority Areas." As further described in this paragraph 13, several employment opportunities will be offered according to "Tiered Priority Areas." These are areas of the City and Miami -Dade County where 8 of 22 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. opportunities will be extended for a specified time period or until specified targets are satisfied. Opportunities will be extended with preference considered to persons residing in the first priority area, then the second priority area, and so forth until hiring goals are satisfied. The Tiered Priority Areas are: 1. First priority: Residents of the City who live within the following zip codes: 33127, 33131, 33132, 33136, 33137, 33138, and 33150. 2. Second priority: Portions of the zip codes 33133 and 33146 commonly known as "West Coconut Grove." 3. Third priority: Areas of the City not identified in subparagraphs a(i)(1-2) above 4. Fourth priority: Area of the County not identified in subparagraphs a(i)(1-3) above The above priority list is referred to herein as the "Tiered Priority Areas." Each individual priority area is referred to as the first Tiered Priority Area, the second Tiered` Priority Area, and so on. ii. Hiring Goals: Construction Jobs. The Developers shall comply with the following subcontractor participation requirements and laborer participation requirements (the "Participation Requirements") with respect to the Redevelopment of the Property: 1. Subcontractor Participation. a. The Developers shall require their general contractor(s) to assign a minimum of 5% of the construction contract value to subcontractors that are Certified Minority and/or Women Enterprise(s). b. For purposes of calculating the subcontractor participation, the percentage of participation shall be calculated based upon the numerator being the dollar value of all subcontracts given to subcontractors and the denominator being the total dollar value of all subcontracts entered into by the general contractor(s) over the entire course of the Property's redevelopment pursuant to the SAP. Specifically, if the dollar .value of all subcontracts given to subcontractors is $50, and the total dollar value of all subcontracts entered into by the general contractor(s) over the entire course of the 9 of 22 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Property's redevelopment pursuant to the SAP is $1,000, then that represents 5% of the construction contract value. c. The Developers shall require their general contractor(s) to use commercially reasonable efforts to hire qualified subcontractors in accordance with the Tiered. Priority Areas by first seeking subcontractor(s) having offices in the first Tiered Priority Area, before expanding their search to the second area, and so forth. 2. Laborer Participation. a. The Developers agree that at least 25% of the total labor for the Redevelopment of the Property will consist of City of Miami residents and that at least 40% of the total labor for the Redevelopment of the Property will consist of Miami - Dade County residents. b. In the event of any disputes between the City Manager and the Developers as to whether any subcontractor has its principal place of business in the City or County, or whether any laborer resides in the City or County, and whether the Developers complied with the Tiered Priority Areas, the Developers and the City Manager shall proceed in good faith to resolve the dispute. iii. Hiring Goals: Permanent Jobs. 1. Employment by the Developers. In connection with all employment opportunities available in connection with the operation of the Property, including the commercial components of the Property, the Developers agree to use best efforts to recruit and hire employees who are residents of the City or County according to the Tiered Priority Areas, with a goal of having 50% of the workforce employed by Braman at the Property to be residents of the City or County. 2. Employment by Tenants of the Developers. The Developers agree to use best efforts to encourage each tenant conducting business at the Property to make best efforts to recruit and hire employees who are residents of the City or County according to the Tiered Priority Areas, with a goal of having at least 10% of the workforce employed at the Property to be residents of the City or County. 10 of 22 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. iv. Employment Policies. In connection with the Redevelopment of the Property, the Developers agree that they and their general contractor(s) will: 1. Demonstrate actions taken to Take definitive action in the recruitment, advertise isi-ng and to 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 certain target areas of the City according to Tiered Priority Areas. 3. Take reasonable definitive 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. Monitor and review all personnel practices to guarantee that equal opportunities are being provided to all employees regardless of race, color, place of birth, religion, national origin, sex, age, sexual orientation, gender identify, marital status, veterans and disability status. 6. Post in conspicuous places, availability to employees and applicants for employment, notices, setting forth the non-discrimination clauses of this Section. 7. In all solicitations and advertisements for employment placed by or on behalf of the Developers, state that all applicants will receive consideration for employment without regard to race, creed, color or national origin. v. Job Fairs. The Developers shall contract with an organization experienced in implementing local job preference opportunities to conduct job fairs and similar outreach in District 52. At least two such events will be conducted for construction jobs, and at least two such events will be conducted for permanent jobs prior to commencement of construction of each Phase of the Project. 1 1 of 22 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. b. Vocational Training Program. Braman has established the Braman Miami Automotive Training Center which will operate within the SAP, including the new service building to educate and train up to thirty (30) students annually in automobile -related services. This training center may coordinate efforts with Miami -Dade Public Schools and Miami Dade County College to further develop training programs with preference to students who reside in the Tiered Priority Areas for the job opportunities contemplated to exist at the Property. Braman agrees to use commercially reasonable efforts to place graduates of any such training programs in permanent jobs in the Property. c. Public Spaces. Braman agrees to provide publicly accessible open spaces in the SAP Area in excess of the minimum Open Space requirements of Miami 21 and the SAP, as follows: i. Minimum Open Space. Braman agrees to provide minimum area of approximately 63,000 square feet of Open Space, ("Public Open Spaces"), in substantial accordance with this Agreement, the Regulating Plan, and the Design Guidelines. The calculation of Open Space shall not include any right-of-way areas. ii. Location. The general location and dimensions of the Public Open Spaces and allocation of Thoroughfares shall be substantially in accordance with this Agreement and the SAP as shown in the Design Guidelines. iii. Exclusive Right. Braman shall retain the exclusive right to design, landscape, and determine the programming for the Public Open Spaces, subject to approval by the Planning Director, or designee, which approval shall not be unreasonably withheld, delayed, or conditioned. iv. Woonerf. Braman, at its sole cost and expense, agrees to create and maintain a Woonerf, generally within NW 20 Terrace between Biscayne Boulevard and NE 2 Avenue, substantially in compliance with the Design Guidelines (the "Woonerf'). A building permit for construction of the Woonerf shall be obtained within one (1) year of the issuance of the building permit for the ARC Building as shown in the Design Guidelines. The Construction of the Woonerf shall be constructed completed and open to the public prior to the issuance of the first Temporary or Permanent Certificate Guidelines)within three (3) years of obtaining a building permit for the Woonerf. Approvals of certain items including signing, pavement markings, non-standard pavement treatments and colors, special geometries and alignments of proposed Woonerf are subject to Miami -Dade County review and approval as well as execution of a Covenant for Non -Standard improvements with the City. In the event that the Miami -Dade County Department of Transportation and Public Works, or other agency with right 12of22 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. of way jurisdiction, does not provide necessary approvals for the Woonerf, Braman shall work with the City's Planning Department to approve and provide a Civic Space Type alternative, inclusive of an option to satisfy the Civic Space requirement via a minimum payment to the City in an amount equal to the cost to design and construct the proposed Woonerf. v. Events. From time to time, the Developers may sponsor or similarly partner with organizations to hold temporary events in the SAP Area including in and around the Public Open Spaces and the Woonerf. In advance of a temporary or special event, the Developers shall submit an application to the City consistent with the requirements contained in Chapter 62 of the Code to obtain the necessary permits and approvals. vi. Maintenance. The Developers shall maintain the Public Open Spaces, pursuant to any applicable maintenance standards as mutually agreed by the City and the Developers. d. Streetscape and Transit Oriented Development Area Extension. The Developers shall design, permit, and construct within the SAP area the streetscapes shown in the Design Guidelines, including enhanced landscaping, pedestrian connectivity, and bicycle connectivity, consistent with the City's Bicycle Master Plan. The streetscape improvements shall be constructed, open to the public prior to the issuance of the first Temporary or Permnanent Certificate of Occupancy for the abutting phase of the Project. e. Mobility Plan. The Developers shall coordinate with vendors and implement a mobility plan shown in the Design Guidelines to route car carriers entering and exiting the Property to the state of the art automobile service building for internalized loading. 14. Parking. a. Valet / Robotic Parking. The Developers may establish a uniform valet system to service the SAP Area generally. Notwithstanding the limitations set forth in Sections 35-305 of the City Code, a maximum of three (3) valet permits may be issued for the operation of a valet parking ramp on the same side of the block where the permit applicant is the operator of the uniform valet system. Robotic parking within enclosed parking structures shall also be permitted. b. Parking Management Program. Parking within the SAP Area may be implemented through a parking management program maintained by the Developers. The parking management program shall track existing and anticipated parking through an interactive spreadsheet reviewed by the Planning Director (the 13 of 22 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. "Parking Management Program"). Parking usage shall be debited from the total parking pool available within the SAP Area. Parking Availability shall be added to the total parking pool available within the SAP Area. The numbers and figures provided in the Parking Management Program may be revised and updated from time to time by the Developers including at such times as certain interim parking is discontinued and permanent parking becomes available. c. Interim Parking. For the purposes of accommodating the phased Redevelopment of the Property, interim and temporary parking on unimproved and partially improved lots by valet service may be permitted in order to satisfy required off- street parking under Existing Zoning and the Regulating Plan. Notwithstanding the requirements of Section 62-543 and 62-544 of the Code, interim parking may be permitted in the SAP Area without having to comply with permanent parking requirements on the proposed interim parking lots. The Zoning Director may approve the design of the interim parking lots prior to issuance of a building permit for improvements. 15. Onstreet Parking. Redevelopment of the Property and implementation of the streetscapes, Open Space and Civic Space shown in the Design Guidelines will necessitate permanent onstreet parking space removal. The City agrees to support the Developer's request for the waiver of the monetization fee for the parking infrastructure reserve fund set forth in Section 35-195 of the City Code related to the Woonerf and the ARC Building. 16. Signage. The SAP will be required to comply with all applicable Federal, State, County and City signage rules, laws, orders, regulations, statutes, or ordinances. Permitted signage will accomplish the following goals: (i) moving pedestrians and vehicle traffic around the SAP area safely and efficiently; (ii) promoting safe and efficient pedestrian traffic within SAP; and (iii) properly identifying the Project. 17. Public Facilities. As of the Effective Date, the Developers shall conduct an extensive analysis of the Public Facilities available to serve the Project. In the event that the Existing Zoning and/or the Comprehensive Plan require the Developers to provide Public Facilities to address any deficiencies in required levels of service occasioned by future development within the Property or as a result of the development of the Project, the Developers shall provide such Public Facilities consistent with the timing requirements of Section 163.3180, Florida Statutes (2024), or as otherwise required by Chapter 13 of the City Code, as amended from time to time, if applicable. 18. Construction of encroachments within the Public Right -of -Way. The City finds that the encroachments proposed by the Developers do not unduly restrict the use of the public right-of-way and are a necessary, essential element in the construction of the pedestrian overpasses above the same rights -of -way. To the extent set forth in the Project Plans, the City hereby agrees to expeditiously sign off on all permits to permit encroachments within the public right-of-way, including but not limited to Public Works permits. The adoption of this Agreement shall serve to satisfy the requirements set forth in Section 55-14(b) of 14 of 22 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. the City Code. Further, this Agreement shall satisfy the requirements of Section 55-14(d) of the City Code. In consideration for authorizing the construction of the aforementioned encroachments, Developers further covenants to: a. Maintain the above -grade pedestrian overpasses in accordance with the Florida Building Code, City Charter and City Code. b. Provide an insurance policy, in an amount determined by the City's Risk Manager, naming the City as additional insured for public liability and property damage. The insurance shall remain in effect for as long as the encroachment(s) exist above the City -owned property. Should Developers fail to continuously provide the insurance coverage, the City shall have the right to secure a similar insurance policy in its name and place a special assessment lien against the Developers' abutting private property for the total cost of the premium. c. Developers shall hold harmless and indemnify the City, the State of Florida, as applicable, and their respective officials and employees from any claims for damage or loss to property and injury to persons of any nature whatsoever arising out of the use, construction, and development of the Project and from and against any claims which may arise out of the granting of permission for the encroachments or any activity performed under the terms of this Agreement. 19. Compliance with Fire/Safety Laws. The Developers shall at all times in the development and operation of the Project comply with all applicable laws, ordinances and regulations including life safety codes to insure the safety of all Project and City residents and guests. Specifically and without limitation, the Developers will install and construct all required fire safety equipment and water lines with flow sufficient to contain all possible fire occurrences. 20. Local Development Permits. The SAP 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 to take all reasonable steps to cooperate with and facilitate all such approvals. Such approvals include, without limitation, the following approvals and permits and any successor or analogues approvals and permits. (Oa. Subdivision plat and/or waiver of plat approvals; (4)b. Covenant or Unity or Title acceptance; (Sc. Building and Public Works permits; OW. Certificates of use and/or occupancy; (e)e. Stormwater Permits; and 15 of 22 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. {}f. Any other official action of the City, County, or any other government agency having the effect of permitting development of the Property. In the event that the City substantially modifies its land development regulations regarding site plan approval procedures, authority to approve any site plan for a project in the SAP shall be vested solely in the City Manager, with the recommendation of the Planning Director. Any such site plan shall be approved if it meets the requirements and criteria of the Zoning, the Comprehensive Plan and the terms of this Agreement. 21. Compliance with Regulations Relative to Development Permits. The Parties agree that the failure of this Agreement to address a particular permit, condition, fee, term license or restriction in effect on the Effective Date shall not relieve the Developers of the necessity of complying with the regulation governing said permitting requirements, conditions, fees, terms, licenses, or restrictions. Pursuant to Section 163.3241, Florida Statutes (2024), if state or federal laws are enacted after the execution of this development agreement which are applicable to and preclude the parties compliance with the terms of this development agreement, this Agreement shall be modified or revoked as is necessary to comply with relevant state or federal laws. 22. Authorization for the City to Withhold Permits and Inspections. In the event the Developers are obligated to make payments or improvements under the terms of this Agreement or to take or refrain from taking any other action under this Agreement, and such obligations are not performed as required, in addition to any other remedies available, the City is hereby authorized to withhold any further permits, and refuse to make any inspections or grant any approvals, for the specific Phase of development the outstanding obligations relate to until such time as this Agreement is complied with. 23. Cooperation; Expedited Permitting and Time is of the Essence. The Parties agree to cooperate with each other to the full extent practicable pursuant to the terms and conditions of this Agreement. The Parties agree that time is of the essence in all aspects of their respective and mutual responsibilities pursuant to this Agreement. The City shall use its best efforts to expedite the permitting and approval process in an effort to assist the Developers in achieving their development and construction milestones. The City will accommodate requests from the Developers' general contractor(s) and subcontractors for review of phased or multiple permitting packages, such as those for excavation, site work and foundations, building shell, core, and interiors. In addition, the City will designate an individual within the City Manager's Office who will have a primary (though not exclusive) duty to serve as the City's point of contact and liaison with the Developers in order to facilitate expediting the processing and issuance of all permit and license applications and approvals across all of the various departments and offices of the City which have the authority or right to review and approve all applications for such permits and licenses. 16 of 22 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Notwithstanding the foregoing, the City shall not be obligated to issue development permits to the extent the Developers do not comply with the applicable requirements of Miami 21, s the Comprehensive Plan, this Agreement and applicable building codes. 24. Reservation of Development Rights. a. For the term of this Agreement, the City hereby agrees that it shall permit the development of the Property in accordance with the Comprehensive Plan, Miami 21, the SAP Regulating Plan, and this Agreement. b. Nothing herein shall prohibit an increase in the density, height, or intensity of development permitted on the Program in a manner consistent with (a) Miami 21 and the SAP, and/or the Comprehensive Plan, (b) any zoning change subsequently requested or initiated by the Developers in accordance with applicable provisions of law or (c) any zoning change subsequentlyLaws legally in effect as of the Effective Date or in the future enacted by the City or State of Florida. c. The expiration or termination of this Agreement shall not be considered a waiver of, or limitation upon, the rights, including, but not limited to, any claims of vested rights or equitable estoppel, obtained or held by the Developers or their successors or assigns to continue development of the Property in conformity with Existing Zoning and active prior and subsequent development permits or development orders granted by the City. 25. Notice. All notices, demands and requests which may or are required to be given hereunder shall, except as otherwise expressly provided, be in writing and delivered by personal service or sent by United States Registered or Certified Mail, return receipt requested, postage prepaid, or by overnight express delivery, such as Federal Express, to the Parties at the addresses listed below. Any notice given pursuant to this Agreement shall be deemed given when received. Any actions required to be taken hereunder which fall on Saturday, Sunday, or United States legal holidays shall be deemed to be performed timely when taken on the succeeding day thereafter which shall not be a Saturday, Sunday, or legal holiday. To the City: With a copy to: To the Developers: City Manager, City of Miami 3500 Pan American Drive Miami, Florida 33133 City Attorney, City of Miami Miami Riverside Center 444 S.W. 2nd Ave., 9th Floor Miami, Florida 33130 Braman Motors, Inc. ATTN: Alex Shack 2060 Biscayne Boulevard, 2nd Floor Miami, Florida 33137 17 of 22 With a copy to: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Bercow Radell Fernandez Larkin Tapanes, PLLC ATTN: Melissa Tapanes Llahues 200 S. Biscayne Boulevard, Suite 300 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. 26. Multiple Ownership. In the event of additional ownership subsequent to the approval of the Agreement, each of the subsequent owners, mortgagees and other successors in interest in and to the Property (or any portion thereof, including condominium unit owners) shall be bound by the terms and provisions of this Agreement as covenants that run with the Property. 27. Modification. This Agreement may be modified, amended, or released as to any portion of the Property, by a written instrument executed by the then -owners of the Property, including joinders of all mortgagees, if any, provided the same is also approved by the City, after any required public hearing(s). Any public hearing application related to a particular phase, or any portion thereof, shall only require the consent, acknowledgment and/or joinder of the then owner(s) of that phase. If there is a recorded homeowners or condominium association covering any portion of the Property, said association may (in lieu of the signature consent of the individual member or owners), on behalf of its members and in accordance with its articles of incorporation and bylaws, consent to any proposed modification, amendment, or release by a written instrument executed by the homeowners or condominium association. Any consent made pursuant to a vote of the homeowners or condominium association shall be evidence by a written resolution of the homeowners or condominium association and a certification executed by the secretary of the homeowners or condominium association's board of directors affirming that the vote complied with the articles of incorporation and the bylaws of the association. 28. No Oral Change or Termination. This Agreement and the exhibits and appendices appended hereto and incorporated herein by reference, if any, constitute the entire Agreement between the Parties with respect to the subject matter hereof. This Agreement supersedes any prior agreements or understandings between the Parties with respect to the subject matter hereof, and no change, modification, or discharge hereof in whole or in part shall be effective unless such change, modification or discharge is in writing and signed by the party against whom enforcement of the change, modification or discharge is sought. This Agreement cannot be changed or terminated orally. 29. Enforcement. The City, its successors or assigns, and the Developers shall have the right to enforce the provisions of this Agreement. Enforcement shall be by action at law or in equity against any parties or persons violating or attempting to violate any covenants, either to restrain violation or to recover damages or both. 18 of 22 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 30. Venue, Choice of Law, Specific Performance. It is mutually understood and agreed by the parties hereto, that this Agreement shall be governed by the laws of the State of Florida, and any applicable federal law, both as to interpretation and performance, and that any action at law, suit in equity or judicial proceedings for the enforcement of this Agreement or any provision hereof shall be instituted only in the courts of the State of Florida or federal courts and venue for any such actions shall exclusively in a court of competent jurisdiction in Miami -Dade County. In addition to any other legal rights, the Parties shall each have the right to specific performance of this Agreement in court. Each Party shall bear its own attorney' s fees. Each Party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the Parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The Parties irrevocably waive any rights to a jury trial. 31. Voluntary Compliance. The Parties hereby agree that in the event all or any Party of this Agreement is struck down by judicial proceedings or preempted by legislative action, the Parties shall continue to honor the terms and conditions of this Agreement to the extent allowed by law. 32. Severability. Invalidation of any of the sections, terms, conditions, provisions, or covenants of 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. 33. Default. a. The Developers shall be in default under this Agreement if any of the following events occur and continue beyond the applicable grace period: the Developers fail to perform or breach any term, covenant, or condition of this Agreement which is not cured within 30 days after receipt of written notice from the City specifying the nature of such breach; provided, however, that if such breach cannot reasonably be cured within 30 days, then the Developers shall not be in default if it commences to cure such breach within said 30-day period and diligently prosecutes such cure to completion. b. The City shall be in default under this Agreement if the City fails to perform or breaches any term, covenant, or condition of this Agreement and such failure is not cured within 30 days after receipt of written notice from the Developers specifying the nature of such breach; provided, however, that if such breach cannot reasonably be cured within 30 days, the City shall not be in default if it commences to cure such breach within said 30-day period and diligently prosecutes such cure to completion. s--It shall not be a default under this Agreement if either Party is declared bankrupt by a court of competent jurisdiction. All rights and obligations in this Agreement shall 19of22 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. survive such bankruptcy of either party. The Parties hereby forfeit any right to terminate this Agreement upon the bankruptcy of the other party. c. 34. Remedies. (a) Neither Party may terminate this Agreement upon the default of the other Party, but shall have all of the remedies enumerated herein. (b) Upon the occurrence of a default by a Party to this Agreement not cured within the applicable grace period, the Parties 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. Each party shall bear their own attorney's fees and costs. 35. Obligations Surviving Termination. 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 four (4) year term following the earlier of the effective date of such termination or the expiration of the Term; (i) the exclusive venue and choice of law provisions contained herein; (ii) rights of any Party arising during or attributable to the period prior to expiration or earlier termination of this Agreement, and (iii) any other term or provision herein which expressly indicate either that it survives the termination or expiration- here of or is or may be applicable or effective beyond the expiration or permitted early termination hereof. 36. Entire Agreement. This Agreement and the exhibits and appendices appended hereto and incorporated herein by reference, if any, constitute the entire Agreement between the Parties with respect to the subject matter hereof. This Agreement supersedes any prior agreements or understandings between the Parties with respect to the subject matter hereof, and no change, modification, or discharge hereof in whole or in part shall be effective unless such change, modification or discharge is in writing and signed by the Party against whom enforcement of the change, modification or discharge is sought. This Agreement cannot be changed or terminated orally. 37. Successors, Assigns, and Designees. The covenants and obligations set forth in this Agreement shall extend to the Parties and their successor(s) and/or assigns, jointly and severally. 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. 20 of 22 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 38. Third Party Defense. The Parties shall each, at their own cost and expense, vigorously defend any claims, suits or demands brought against them by third parties challenging the Agreement or the Project, or objecting to any aspect thereof, including, without limitation, (i) a consistency challenge pursuant to Section 163.3215, Florida Statutes (2024), (ii) a petition for writ of certiorari, (iii) an action for declaratory judgment, or (iv) any claims for loss, damage, liability, or expense (including reasonable attorneys' fees). The Parties shall promptly give the other written notice of any such action, including those that are pending or threatened and all responses, filings, and pleadings with respect thereto. 39. Recording. This Agreement shall be recorded in the Public Records of Miami -Dade County, Florida at the Developers' expense and shall inure to the benefit of the City. The Developers will record the Agreement within fifteen (15) days of receipt of the executed, original version of this Agreement. A copy of the recorded Development Agreement shall be provided to the City Clerk and City Attorney within fifteen (15) days of recording. 40. Representations Regarding Authorization to Execute. Each Party represents to the others that this Agreement has been duly authorized, delivered, and executed by such Party and constitutes the legal, valid, and binding ';obligation of such Party, enforceable in accordance with its terms. 41. Lack of Agency Relationship. Nothing contained herein shall be construed as establishing an agency relationship between the City and the Developers and neither the Developers nor their 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 officials, contractors, agents, and employees shall not be deemed contractors, agents, or employees of the Developers or their subsidiaries, divisions or affiliates. 42. No Conflict of Interest. The Developers agree to comply with Section 2-612 of the City Code as of the Effective Date, with respect to conflicts of interest. 43. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. 44. Electronic Signature(s). The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. NOW WHEREFORE, the Parties have caused this Agreement to be duly executed this day of , 2025. 21 of 22 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. [Signature Pages Follow] 22 of 22 on the and Exhibit B SUBSTITUTED DEVELOPMENT AGREEMENT BETWEEN THE CITY OF MIAMI, FLORIDA AND BRAMAN REGARDING THE BRAMAN MIAMI SPECIAL AREA PLAN This Development Agreement (the "Agreement") executed this day of 2025, be een 120 NE 20th Street, LLC, a Delaware limited liability company ("120 Street"); 2020 : ' cayne Blvd, LLC, a Delaware limited liability company ("2020 Biscayne"); 2060 Biscayne : d, LLC, a Delaware limited liability company ("2060 Biscayne"); 2060 ,NE 2" a Ave., LLC : Delaware limited liability company ("2060 NE"); 246 NE 20th Terrace, LLC, a Delaware 1' ited liability company ("246 NE"); Braman Hyundai, Inc., a Florida corporation ("Braman H dai"); Braman Leibowitz Gas Station, LLC, a Delaware limited liability ,company ("Bra Gas"); Braman Leibowitz Service and Parts, LLC, a Delaware limited:liabilitycompany ' Braman Service"); Braman Leibowitz Temple Lots, LLC, a Delaware limited liability compa ' ("Braman Temple"); Braman -Leibowitz Miami Dowtown Properties 1, L ;C, a Delaware iced liability company ("Braman Properties I"); Braman-Leibowtiz Miami ,Downtown Pro. rties I1,LLC, a Delaware limited liability company ("Braman Properties II"),Braman Leib• - itz ParkingGarage, LLC, a Delaware limited liability company ("Braman ParkingXan. ' .B. Leasing, Inc., a Florida corporation ("N.B. Leasing") (collectively;the "Developers,"_ or, : raman"), and the City of Miami, Florida, a Florida municipal corporation and a` iv political su.'vision of the State of Florida (the "City"). The Developers and the City are each1a "Party" . i are collectively referred to herein as the "Parties." RECITA WHEREAS, Braman is the fee simpl owner of the various properties identified in Exhibit Al, legally described in Exhibit A2 •4 llectively the "Property" or the "SAP Area"); and WHEREAS, a portion of thePro . sr, located'=in an Enterprise Zone in which the City envisions sustained economic growtht ugh County and State -offered tax incentives; and WHEREAS, a portion Hof e Property is also located within the Omni Community Redevelopment Area (the "Omni '► ' • ") which the City and Miami -Dade County have identified as an area in need of{continued d additional investment; and WHEREAS, a port' of the Property is also located within the Urban Central Business District (the "UCBD"); a . WHEREAS, e Property's location at the northern perimeter of the City's urban core makes it a critical 1► ation for neighborhood -serving automotive services ; and WHE S, the Parties wish to ensure that Braman continues to serve as an important economic err,', e and employer for the City and its neighborhood; and W EREAS, the Property is designated General Commerical and Restricted Commercial y's Future Land Use Map, and zoned T6-36, T6-12, and T6-8 on the City's zoning atlas; SUBSTITUTED WHERAS, the City's Miami Comprehensive Neighborhood Plan (the "Comprehensive Plan") and the City's zoning ordinanice ("Miami 21") also designtes a portion of the Property a part of the Omni Residential Density Increase Area; and WHEREAS, Section 3.9 of the City's zoning ordinance ("Miami 21") allows for . tting parcels consisting of greater than nine acres to be master planned so as to allow greater i • gration of public improvements and infrastructure, and greater flexibility so as to result i - igher or specialized quality building and streetscape design within the Special Area Plan; an WHEREAS, on July 24, 2022, the Developer filed applications with t City to modify the Property's land use designation and for approval of the Braman Miami S • ial Area Plan (the "SAP") zoning designation in order to facilitate the expansion of the e '.ting Braman Miami campus and its continued role as a major economic driver, aridh WHEREAS, redevelopment of the Property consistent with t SAP will create initial and recurring fiscal benefits for the City including temporary and anent jobs as well as an increased tax base;. and WHEREAS, the Parties wish for redevelopments he Property to ;proceed under the regulations established in the SAP Regulating Plan 'and i sign Guidelines attached as Exhibit "C" and consistent with the Miami Comprehensive ghborhood Plan (the "Comprehensive Plan") and Miami 21; and WHEREAS, as a condition to the approva •fthe SAP, Miami 21 Section 3.9.1.frequires that the Developers enter into a recorded develo► ent agrcc rent that establishes the allocation of thoroughfares, civic "space types, and buildin• rea among the building sites, and the creation and retention of the public benefits.; and 8 WHEREAS, "The Florida Loc. -Government Development Agreement Act," as codified in Sections:_163.3220 ,through 163 .243 of the Florida Statutes (2024), authorizes local governments to enter into developent agreements with any person or entity having a legal or equitable Interest in real"prope located within the local government's jurisdiction, and the Parties intend that this Agree t be consistent with the requirements of said Act; and WHEREAS, assurce to'the Braman that it may proceed in accordance with the existing laws and policies, "subje o the conditions of a Development Agreement, strengthens the public planning process, enc • rages sound planning and financing of capital improvements, assists in assuring there are ad- •uate capital facilities for redevelopment of the Property, encourages private participation in co' prehens ve planning, and reduces economic costs of development; and WHE AS, the City Commission pursuant to Ordinance No. , adopted 025 has authorized the City Manager to execute this Agreement upon the terms and condition et forth below, and the Developers are duly authorized to execute this Agreement upon the to ► . and conditions set forth below. NOW THEREFORE, in consideration of the mutual covenants contained herein, it is eby understood and agreed: 2 of 21 SUBSTITUTED 1. Recitals Exhibits. The above recitals and the Exhibits referenced in this Agreement a true and correct, and are incorporated into and made a part hereof. 2. Consideration. The Parties hereby agree that the consideration and obligations rec. ed and provided for in this Agreement constitute substantial benefits to the Parties a thus are adequate consideration for this Agreement. 3. Rules of Legal Construction. For all purposes of this Agreement, less otherwise expressly provided: (a) A defined term has the meaning assigned to it, (b) Words in the singular include the plural, and words'in the p .4 al include the singular; (c) A pronoun in one gender includes and applies to other ge 41 ers as well; (d) The terms "hereunder", "herein", hereof hereto a ': such similar terms shall refer to the instant Agreement in its entirety and not to incl. . idual sections or articles; (e) The Parties agree that this Agreement shall not be re strictly construed against either the City, the Developers, as all Parties are drafte ., of this Agreement; and (f) The attached exhibits shall be deemed adopter .rid incorporated into this Agreement; provided however that this Agreement shall deemed to control in the event a conflict between the attachments and this Agreein 4. Definitions. Capitalizedterms which ar not specifically: defined herein shall have the meaning given to them in Miami 21. "Agreement" means this Develo entAgreement between the City and the Developers. "Certified Minority Enterer'. e" means an enterprise certified by Miami -Dade County as a Community Business E -rpr se ("CBE") ;'a Community Small Business Enterprise "CUBE"); a 'Black Busi, ss Enterprise ("BBE"); a Disadvantaged Business Enterprise ("DBE"); an Hispanic _ ("SBE"); all as genes y described in Section 2-8, et seq. of the Miami -Dade County Code of Ordinances. , u "City" means c City of Miami, a municipal corporation and a political subdivision of the State of Flo : a, and all "departments, boards, committees, agencies and instrumentalities subject to e jurisdiction thereof. "Cit harter" means the municipal Charter of the City of Miami. 44 ity Code" or "Code" means the Code of Ordinances of the City of Miami. "City Manager" means the City Manager or his or her designee. "Comprehensive Plan" means the comprehensive plan known as the Miami Comprehensive Neighborhood Plan, ("MCNP") adopted by the City pursuant to Chapter 3 of 21 163, Florida Statutes (2024), meeting the requirements of Section 163.3177, Flor' Statutes; Section 163.3178, Florida Statutes and Section 163.3221(2), Florida Sta! es, which are in effect as of the Effective Date of the Agreement. "Consumer Price Index" or "CPI" means the Consumer Price Index for 11 Urban Consumers, U.S. City Average, for all items, 1982-84 = 100 as published the United States Department of Labor on its website at http://www.bls.gov/cpi. "County" means Miami -Dade County, a political subdivision of the "Design Guidelines" means the City Commission adopted set o rawings, diagrams and tables that guides future development within the SAP Area. Ts _ether with the Regulating Plan and this Agreement, the Design Guidelines provid=., among other things, the information required by Miami 21 Section 3 9.1(c) throug ). The Design Guidelines are also known as the "Concept Book." ate of Florida. "Development" means the carrying out of any r ilding activity, the making of any material change in the use or appearance of any ucture or land, or dividing of land into three (3) or more parcels and such other activiti described in Section 163.3221(4), Florida Statutes (2024). "Development Permit" includes any .uilding permit, zoning approval, subdivision. approval, replatting rezoning, certificion, special exception; variance, Waiver, Warrant, Exception, of anyother official acti. of local government having the effect of permitting the development of land. <, or,recordation of the executed, original version of this "Encroachmenranc i es `any improvement to the Property by the Developers, a fixture to such an improve ntor any portion of such an improvement or fixture that: ted on, over, within, or beneath real property owned or operated by the the County or which is otherwise dedicated as part of the public right -of - ay or Pubic Open Space ; and as been`authorized by the relevant local government(s) pursuant to applicable laws andapermit issued separate and apart from this Agreement or the SAP. 64 fisting Zoning" is (a) Miami 21 Code, effective May 2010, as amended, specifically ;luding the BramanMiami SAP Regulating Plan and Design Guidelines, and (b) the Land evelopment Regulations specified in the Charter and City Code as of the Effective Date. "Florida Local Government Development Agreement Act" or "the Act" shall mean Sections 163.3220 through 163.3243 of the Florida Statutes (2024). 4of21 SUBSTITUTED "Land Development Regulations" mean those laws and policies of the City that regulate any aspect of development including zoning, subdivision, building construction, or si regulations or any other such regulation controlling the development of land d specifically including Chapters 4, 10, 13, 22, 23, 36, 54, 55 and 62 of the City Code "Laws" means all ordinances, resolutions, regulations, comprehensive p s, land development regulations, and rules adopted by a Local and State government fecting the development of land. "Miami 21" means City of Miami Ordinance 13114, as 'amended, t igh the Effective Date and specifically includes the Braman Miami SAP Regulat Plan and Design Guidelines. "Park Impact Fee" means the parks and recreation impact : e provided for in Sections 13-7 and 13-12 of the City Code. "Planning Director" means the Director of the City' designee. anning Department or his or her "Property" means the approximately y12.9 acr of ,real property in the City of Miami, Florida, identified in Exhibit Al and legally d:. cribed in Exhibit A2. The capitalized term "Property" is used interchangeably with the rm. "SAP Area." "Public Benefit Contributions" mean • he contributions required pursuant to Miami 21, Section 3.9 and described in Miami 1, Section 3.14 and this Agreement. Such Public Benefits Contributions include, among others, vocational training, infrastructure improvements, and Open andyCi ' c spaces “Public Facilities' means ajor capital improvements, including, but not limited to, transportation, sanitary se , rs, solid waste, drainage, potable water, educational, parks and recreational, streets; par ng and health systems and facilities. "Redevelopment ► the Property" means all construction required to improve the Property in accor' .nce with the SAP. Redevelopment of the Property does not include any construction or proyements not authorized by the SAP. "Regulati Plan' " wmeans the City Commission -approved set of land development regulati• s that supersede standard transect regulations provided in Miami 21. Together with e Design Guidelines and this Agreement, the Regulating Plan provides the info ation required by Miami 21, Section 3.9.1(c) through (h). SAP Area" is used interchangeably with the capitalized term, "Property." "Special Area Plan" or "SAP" means the Braman Miami Special Area Plan, including the Regulating Plan, Design Guidelines, and this Agreement. 5 of 21 SUBSTITUTED 5. Purposes. The purposes of this Agreement are: a. To satisfy the requirements of Miami 21 Section 3.9.1(t) by, among other t gs, providing for the creation and retention of certain public benefits; b. In satisfying the requirements of Miami 21 Section 3.9.10), to thorize Redevelopment of the Property; and c. To provide Braman assurances that it may proceed with the devel• ment of the Property in accordance with the SAP and existing laws and p s cies as of the Effective Date consistent with the Florida `Local Govern t Development Agreement Act. 6. Intent. The Parties intend for this Agreement t_o -`3e construed . d implemented so as to effectuate the purposes of the SAP Regulating Plan an. Design Guidelines, this Agreement, the Comprehensive Plan, Miami 21, the City C ' rter, the City Code, and the Florida Local Government Development Agreement Act. 7. Applicability. This Agreement applies to the Prop: y identified m Exhibits "Al" and "A2." 8. Term of A ' reement Effective Date and .Bi ' . in Effect. This Agreement shall have a term of thirty (30) years from the Effective 1- . e and shall be recorded in the public records of Miami -Dade County by the Developer . nd filed;yvith the City Clerk. The term of this y=R. Agreement may be extended by mutual •nsent of the Parties subject to public hearing(s), pursuant to Section 163.3225'zof the F .rida.Statutes (2024). This Agreement shall become effective on the Effective Date an . all constitute a covenant running with the land that shall be binding upon, . and in -Tyto, the benefit of the Developers, their respective successors, assigns, `heirs, ale► ` representatives, and personal representatives. If the Property or any portion they .f is submitted to condominium ownership pursuant to the Florida Condominium Ac , Chapter 718, Florida Statutes (2024), then the association or other entity designateo represent the condominium ownership interests as to the Property, as may be .plicable, 'shall be the proper party or parties to execute any such release forroperti- in a condominium form of ownership. 9. Land Use an Desi nations. Pursuant to City Ordinances and a. in accordance with applicable legal requirements, the City has designated the Prope "General" Commercial" on the City's Future Land Use Map, and "Braman Miami " on the City's official Zoning Atlas. The SAP provides for deviations from com ' ly applicable provisions of Miami 21. In approving the SAP, the City has dete ned that the use, Intensities, Heights, and Densities of development permitted t eunder are consistent with the Comprehensive Plan, and are compatible with abutting oning designations and surrounding development. 0. Future Development. 6 of 21 a. Controlling Regulations. The Property will be developed and operated as provided in the Comprehensive Plan and Existing Zoning as each exists as of t Effective Date. The standard used to determine whether the City shall app e future development will be whether the proposed development is consiste ith (a) Miami 21, (b) the Comprehensive Plan, (c) this Agreement, (d) and th- .AP. b. Area -Wide Standards. Density, Intensity, Civic Space, and Ope Space are governed on a SAP -wide basis rather than on a site -specific basis. . development proceeds on individual building sites, DwellingUnits and/or or area will be absorbed and the SAP -wide totals will be reduced. SAP-wi' - Civic and Open Space totals consisting of common open space' delineated d developed at the commencement of development of the SAP:shallbe increa d as site -specific open space areas are developed. All remaining regulations, i► uding all other building disposition requirements, are applied;- on a sites-s". cific basis within parcels identified in the SAP Design Guidelines. c. Covenant in Lieu of Unity of Title.- Braman-. all enter into''aCovenant in Lieu of Unity of Title covering the entire Property ,. nor to any Redevelopment activities on any portion of the Property. A x d. Amendments, Generally; Any mod' ` cations to this Agreement shall be approved in accordance with the SAP. Th: City's laws and policies adopted after the Effective Date may be applied t. c Property only if the determinations required by Section-163.3233(2), Flori.. Statutes (2024),;have been made after thirty (30) days written notice to the D- elopers, and at a public hearing. . Amendments b Dev ers. Nothing in this Agreement shall prohibit the Developers from=req Ling a change of zoning or amendment of the SAP pursuant to Article of Mia . 21 to modify the Density, Intensity, Uses or Heights permitted under the SAP. 11. Pr ohibiton on Do a. During. e term of this Agreement, changes to the Comprehensive Plan or Existing Zoni taking legal effect after the Effective Date shall not apply to the Property unl:. s: �, i. The determinations required by Section 163.3233(2) of the Florida Statutes (2024) have been made; ii. The City has provided the Developers at least thirty days' written notice of its intent to apply such regulations; and 7of21 b. I SUBSTITUTED iii. Approval by the City after a public hearing or as otherwise provided by Chapter 163 of the Florida Statutes, and then only after the City h provided thirty days' written notice to the Developers. In accordance with Section 163.3245(3) Florida Statutes (2024), this prohi downzoning supplements, rather than supplant, any rights that may Developer under Florida or Federal laws. The Developers may subsequently adopted changes to land development regulations ba theories including but limited to common law princials (such as e vested rights, and contractual rights, etc.), constitutional clai and County and City laws. tion on st to the c .11enge any on any legal citable estopple, s, statutory rights, 12. Braman Miami SAP. The Property will be 'developed . d used substantially in compliance with a compilation of plans,, including, specific y, plans entitled "Braman Miami SAP" as prepared by Arquitectonica "Braman mi Campus" as prepared by Wolfberg Alvarez, and landscape plans as prepared by quitetonica Geo. The foregoing plans comprise the Design Guidelines and are collectiy referred to in,this Agreement as the "Project" and are on file with the City ~Clerk a% are deemed to be incorporated by reference. The Project consists of four (4) phases .f,development on the Property. Phase 1 includes a proposed, state of-the-artautomo 'e service building, Phases 2 and 3 each consist of an approximately sixty( 60) story ► �ltifamily,:mixed-use building, and Phase 4 consists of improvements to the existing g.. station and car wash. Braman shall have the sole authority to shift projects between . ases so long as 'the Public Benefits occur as specified in this Agreement, or pror. - d- for, each Phase have been made prior to the temporary acid/or permanent'Certifi e of Occupancy. 13. Public Benefit Contributions' consideration for certain mo Agreement," the Develope identified in this Section In accordance with Miami 21 Section 3.9(f), and as fications to Miami 21 provided for in the SAP and this hereby agree to create and retain the "Public Benefits" Job Creatio . id Employment Opportunities. iered Priority Areas." As further described in this paragraph 13, several mployinent opportunities will be offered according to "Tiered Priority Areal _ 'These are areas of the City and Miami -Dade County where opportunities will be extended for a specified time period or until specified targets are satisfied. Opportunities will be extended with preference considered to persons residing in the first priority area, then the second priority area, and so forth until hiring goals are satisfied. The Tiered Priority Areas are: 1. First priority: Residents of the City who live within the following zip codes: 33127, 33131, 33132, 33136, 33137, 33138, and 33150. 8of21 SUBSTITUTED 2. Second priority: Portions of the zip codes 33133 and 33146 commonly known as "West Coconut Grove." 3. Third priority: Areas of the City not identified in subparagra s a(i)(1-3) above 4. Fourth priority: Area of the County not identified in subp agraphs a(i)(1-3) above The above priority list is referred to herein as the iered Priority Areas." Each individual priority area is referred t► as the first Tiered Priority Area, the second Tiered Priority Area nd so on. ii. Hiring Goals: Construction Jobs. The Develop s shall comply with the following subcontractor = participation re ► . irements and laborer participation requirements (the "Particip , on Requirements") with respect to the Redevelopment xof the Prope x y: 1. Subcontractor Participation; a. The Developers s 1 require their general contractor(s) to assign a minim of 5% of the construction contract value to subcontract ► s that are Certified Minority Enterprise(s). sof calculating the subcontractor participation, ntage of participation shall be calculated based e numerator being the dollar value of all subcontracts to subcontractors and the denominator being the total lar value of all subcontracts entered into by the general ontractor(s)' over the entire course of the Property's redevelopment pursuant to the SAP. The Developers shall require their general contractor(s) to use commercially reasonable efforts to hire qualified subcontractors in accordance with the Tiered Priority Areas by first seeking subcontractor(s) having offices in the first Tiered Priority Area, before expanding their search to the second area, and so forth. 2. Laborer Participation. a. The Developers agree that at least 25% of the total labor for the Redevelopment of the Property will consist of City of Miami residents and that at least 40% of the total labor for 9of21 I SUBSTITUTED the Redevelopment of the Property will consist of Miam Dade County residents. b. In the event of any disputes between the City Man. er and the Developers as to whether any subcontract• has its principal place of business in the City or Coun or whether any laborer resides in the City or County, a . whether the Developers complied with the Tiered Pr ity Areas, the Developers and the City Manager shall p ,ceed in good faith to resolve the dispute. iii. Hiring Goals: Permanent Jobs 1. Employment by the?, Developer employment opportunities avai operation of the Property, inclu the Property, the Developers hire employees who are the the Tiered Priority Are workforce employed b the City or;County In connection with all n connection with the g the commercial components of ee to use best efforts to recruit and nts of the City or County according to with a goal of having 50% of the raman at the Property to be residents of 2. Employment 'b enants of the Developers. The Developers agree to use estefforts to -encourage each tenant conducting business at e Property to make best efforts to recruit and hire employee ho are residents of the City or County according to the Tiered ority Areas,' with a goal of having at least 10% of the work . ce employed at the Property to be residents of the City or Empl i `, ment Policies. In connection with the Redevelopment of the y, the Developers agree that they and their general contractor(s) Take definitive action in the recruitment, advertising and to 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 certain target areas of the City according to Tiered Priority Areas. 3. Take reasonable definitive action in retaining employees regardless of race, color, place of birth, religion, national origin, sex, age, 10 of 21 sexual orientation, gender identity, marital status, veterans a disability status. 4. Maintain equitable principles in the recruitment, advertisin: iring, upgrading, transfer, layoff, termination, compensation a ' all other terms, conditions and privileges of employment. 5. Monitor and review all personnel practices to gu.: ntee that equal opportunities are being provided to all employee • egardless of race, color, place of birth, reli national on g�ion , , sex, age, sexual orientation, gender identify, ,marital status, i eterans and disability status. 6. Post in conspicuous places, availabili`- to employees and applicants for employment,;` notices, settin forth the non-discrimination clauses of this Section. 7. In all solicitations and adve on behalf o the Develo consideration for empl' or national origin. n= v. Job Fairs. The Develo in implementing loca similar outreach in for construction permanent job roject sements for employment placed by or state that all applicants will receive ment without regard to race, creed, color s shall contract with an organization experienced ob preferenceopportunities to conduct job fairs and istrict 5. At least two such events will be conducted s, and at least two such events will be conducted for rior to commencement of construction of each Phase of the nirii :Pro ' ram. Braman has established the Braman Miami Automotive ining Center =which will operate within the SAP, including the new Service bu d mg to educate and train up to thirty (30) students annually in automob' -related £services. This training center may coordinate efforts with Mia e ade Public Schools and Miami Dade County College to further develop trai g ;pro,graMki,With preference to students who reside in the Tiered Priority A ' . s forhe-job opportunities contemplated to exist at the Property. Braman agrees use commercially reasonable efforts to place graduates of any such training programs in permanent jobs in the Property. . Public Spaces. Braman agrees to provide publicly accessible open spaces in the SAP Area in excess of the minimum Open Space requirements of Miami 21 and the SAP, as follows: i. Minimum Open Space. Braman agrees to provide minimum area of approximately 68,743 square feet of Open Space, ("Public Open Spaces"), 11 of 21 in substantial accordance with this Agreement, the Regulating Plan, and the Design Guidelines. ii. Location. The general location and dimensions of the Public Open aces shall be substantially in accordance with this Agreement and t - SAP (including the Open Space Plan of the Design Guidelines). iii. Exclusive Right. Braman shall retain the exclusive ri ; t to design, landscape, and determine the programming for the Pub , c Open Spaces, subject to approval by the Planning Director, or desigi e, which approval shall not be unreasonably withheld, delayed, or cond.. oned. iv. Woonerf. Braman at its sole cost and, exp- se, agrees to create and maintain a Woonerf, generallywithin NW-2' r Terrace between Biscayne Boulevard and NE 2 Avenue, substantially ' ucompliance with the Design Guidelines (the "Woonerf'). The Woone ' shall be constructed, open to the public prior to the issuance of the first ' ertificate of Occupancy for Phase 1. v. Events. From timeto time, the D elopers may sponsor or similarly partner with organizations to hold to • . orary "events in the SAP Area including in and around the Public Op-" Spaces and the Woonerf. In advance of a temporary or special even the Developer shall submit an application to the City consistent with th- equirements contained in Chapter 62 of the Code to obtain the necessa r permits and approvals. vi. Maintenance. e Developers shall maintain the Public Open Spaces, pursuant to an .pplicablc maintenance standards as mutually agreed by the and the i evelopers act Fee Credit. The Parties agree that in consideration of the pers' creation of Public Open Spaces, the Woonerf, and construction atednprovements to said spaces, the City will grant the Developers credit' against the impact fees in connection with Redevelopment of the ropeas'follows: The City finds that the Public Open Spaces and related improvements provide more land, Open Space, enhancements, and landscape and hardscape features than necessary to accommodate the demand for park and recreation facilities generated by the residential component of the SAP. Accordingly, the City shall review the Developers' impact fee petition and shall grant the Developers credit in the amount of their ascertainable contribution against the Parks Impact Fee otherwise due pursuant to Section 13-12 of the City Code for the overall Redevelopment of the Property including any residential component of the SAP. 12 of 21 SUBSTITUTED d. Streetscape and Transit Oriented Development Area Extension. T Developers shall design, permit, and construct within the SAP area the streetsces shown in the Design Guidelines, including enhanced landscaping, ped;.trian connectivity, and bicycle connectivity, consistent with the City's Bicyc , aster Plan. The enhanced bicycle connectivity shall expand the Trans' Oriented Development area adjacent to the Property throughout the Pr, Derry. The streetscape improvements shall be constructed, ,open to the pu' is prior to the issuance of the first Certificate of Occupancy for the abutting p . se of the Project. e. Mobility Plan. The Developer shall }coordinate with v: dors and implement a mobility plan shown in the Design: Guidelines to rout car carriers entering and exiting the Property to the state of the art autoobile service building for internalized loading. 14. Parking. The Developer may establish a uniformv et'system to service the SAP Area generally. Notwithstanding the limitations set fo in YSections 35-305 of the City Code, a maximum of three (3) valet permits may be i ed,for the operation of a valet parking ramp on the same side of the block where the p: it applicant is the operator of the uniform valet system. Robotic parking within enclo i parking structures shall also be permitted. 15. Parking Management Program. Par, g within the SAP Area may be implemented through a parking management pro: . The parking Management program shall track existing and anticipated parking t D ough and interactive spreadsheet maintained by the Planning Director(the "Parking anagenient Program"). Parking usage shall be debited from the total parking pool-av, able within the SAP Area. Parking Availability shall be added to the total parkingzp• 41 available within the SAP Area. The numbers and figures `provided in the 'Parking nagement Program may be revised and updated accordingly from time to timebyt' - Planning Director including at such times as certain interim parking is discontinue and permanent parking becomes available. 16. Interim Parkin or the=purposes of accommodating the phased Redevelopment of the Property, inter and temporary parking on unimproved and partially improved lots by valet service ay be'pernitted in order to satisfy required off-street parking under Existing Zoning an• he Regulating Plan. Notwithstanding the requirements of Section 62-543 and 62-544 D. the Code, interim parking may be permitted in the SAP Area without having to comp with permanent parking requirements on the proposed interim parking lots. The Pia. mg Director may approve the design of the interim parking lots prior to issuance of a b ding permit for improvements. .Onstreet Parking. Redevelopment of the Property and implementation of the streetscapes, Open Space and Civic Space shown in the Design Guidelines will necessitate 13 of 21 SUBSTITUTED permanent onstreet parking space removal. The City agrees to waive the monetization fee for the parking infrstructure reserve fund set forth in Section 35-195 of the City Code. 18. Signage. The SAP will be required to comply with all applicable Federal, State, Cou and City signage rules, laws, orders, regulations, statutes, or ordinances. Permitted sig • , ge will accomplish the following goals: (i) moving pedestrians and vehicle traffic aro • the SAP area safely and efficiently; (ii) promoting safe and efficient pedestrian traff within SAP; and (iii) properly identifying the Project. The Signage program will inc . de, but is not limited to, the following sign types, some or all of which may incorporat CD, LED, video, or similar electronic technology if approved and legally authorize • • i) directional signage; (ii) ground signage; (iii) wall signage, (lv) monument signa ; and (v) tower signage. The Signage program shall apply to signage visible from pub rights -of -way but shall not apply to signage internal to the Proj,ect;orr not otherwise v .ible from the public right-of-way. 19. Public Facilities. As of the Effective Date, the Developer hall conduct an extensive analysis of the Public Facilities available to serve the Proje In the event that the Existing Zoning and/or the Comprehensive Plan require the Deve, •ers to provide Public Facilities to address any deficiencies in required levels of servic=s •ccasioned by future development within the Property or as a result of the developme ` .of the Project, the Developers shall provide such Public Facilities consistent with the t ingrequirements of Section 163.3180, Florida Statutes (2024), or as otherwise requi' d by` Chapter 13 of the City Code, as amended from time to time, if applicable 20. Construction of encroachments within the encroachments proposed by the De right-of-way and are a necessary,,. es overpasses, above the same rights - City hereby agrees to expeditiou the public right-of-way, inclus of this Agreement shall. sere' the City Code. Notwithsta City agrees to waive a construction of suc Agreement shall s consideration fo authorizing the construction of the aforementioned encroachments, Developer furt r covenants to: . The City finds that oper do not unduly restrict the use of the public ntial element in the construction of the pedestrian way. To the extent set forth in the Project Plans, the sign off on all permits to permit encroachments within g but not limited to Public Works permits. The adoption to satisfy the requirements set forth in Section 55-14(b) of ing the requirements of Section 55-14(c) of the City Code, the ;and all claims to payment of a user fee in connection with the encroachments within the public rights -of -way. Further, this the requirements of Section 55-14(d) of the City Code. In ht-of-Wa a. Ma ' air the above -grade pedestrian overpasses in accordance with the Florida ilding Code, City Charter and Code. Provide an insurance policy, in an amount determined by the City's Risk Manager, naming the City as additional insured for public liability and property damage. The insurance shall remain in effect for as long as the encroachment(s) exist above the City -owned property. Should Developer fail to continuously provide the insurance 14 of 21 coverage, the City shall have the right to secure a similar insurance policy ' - its name and place a special assessment lien against the Developer's abutting ' ivate property for the total cost of the premium. c. Developer shall hold harmless and indemnify the City, the State . ' lorida, as applicable, and their respective officials and employees from y claims for damage or loss to property and injury to persons of any nature atsoever arising out of the use, construction, and development of the Project a a from and against any claims which may arise out of the granting of permission r the encroachments or any activity performed under the terms of this Agreeme 21. Compliance with Fire/Safety Laws. The Developers- shall at 1 times in the development and operation of the Project comply with all applicable la, , ordinances and regulations including life safety codes to insure the safety of all Proj : and City residents and guests. Specifically and without limitation, the Developers w install and construct all required fire safety equipment and water lines with flow s ficient to contain all possible fire occurrences. 22. Local Development PermitsThe SAP may quire'addi tional permits or approvals from the City, County, State or Federal _governme ' and any division thereof. Subject to required legal processes and approvals,`the City s 1 to take all reasonable steps to cooperate with and facilitate all such approvals, includ g acting as an applicant. Such approvals include, without limitation, the following ap ► ovals and permits and any successor or analogues approvals and permits. (a) Subdivision plat and/or aiver ofplat approvals; Covenant or Unit { ®r Title acceptance; ) Building and lie Works permits; (d) Certific. s of use and/or occupancy; (e) Sto (f) s• and ny other official action of the City, County, or any other government agency having the effect of permitting development of the Property. the event that the City substantially modifies its land development regulations regarding site plan approval procedures, authority to approve any site plan for a project in the SAP shall be vested solely in the City Manager, with the recommendation of the Planning Director. Any such site plan shall be approved if it meets the requirements and criteria of the Zoning, the Comprehensive Plan and the terms of this Agreement. 15 of 21 SUBSTITUTED 23. Compliance with Regulations Relative to Development Permits. The Parties agree that the failure of this Agreement to address a particular permit, condition, fee, term license or restriction in effect on the Effective Date shall not relieve the Developers of the necessi of complying with the regulation governing said permitting requirements, conditions, fe terms, licenses, or restrictions. Pursuant to Section 163.3241, Florida Statutes (2024), if state or federal laws a enacted after the execution of this development agreement which are applicable to and ' eclude the parties compliance with the terms of this development agreement, this Agre ent shall be modified or revoked as is necessary to comply with relevant state or fede laws. 24. n; Expedited Permitting and Time is of the Essence cooperate with each other to the full extent practicable pursuant to t of this Agreement. The Parties agree that time is of the `esse respective and mutual responsibilities pursuant to this Agree best efforts to expedite the permitting and approval pro Developers in achieving their development` and coast t accommodate requests from the Developers' general 'c• review of phased or multiple permitting packages, sl and foundations, building shell, core, and interiors individual within the City Manager's Qffice exclusive) duty toserve as the City' point 0 order to facilitate expediting the process' . g applications ,and approva o which h and licenses. Cooperatio ls`across all of av e the authority or right to rev' he Parties agree to terms and conditions e in all aspects of their ent. The City shall use its s in an effort to assist the on milestones. The City will tractor(s) and subcontractors for as those for excavation, site work n addition, the City will designate an ho will have a primary (though not ontact and liaison with the Developers in and issuance of all permit and license various departments and offices of the City w and approve all applications for such permits Notwithstanding the foregoing, t • City not be obligated to issue development permits :to the extent the Developers`do of comply the applicable requirements of the Zoning, 'the Comprehensive Plan, th' .Agreement and applicable building codes. 25. Reservation of Develo AA - (a) For theterm • " this Agreement, the City hereby agrees that it shall permit the development'} the Property in accordance with the Comprehensive Plan, Miami 21, the SAP R _ ilatingyPlan, and this Agreement. (b) Nothi : herein shall prohibit an increase in the density or intensity of development per ted on the Program in a manner consistent with (a) Miami 21 and the SAP, and/or the omprehensive Plan, (b) any zoning change subsequently requested or initiated by e Developers in accordance with applicable provisions of law or (c) any zoning change subsequently enacted by the City. hts. 16of21 SUBSTITUTED (c) The expiration or termination of this Agreement shall not be considered a waiver of, or limitation upon, the rights, including, but not limited to, any claims of vested rights o equitable estoppel, obtained or held by the Developers or their successors or assign o continue development of the Property in conformity with Existing Zoning and . ive prior and subsequent development permits or development orders granted by t► City. 26. Notice. All notices, demands and requests which may or are required to be giv: hereunder shall, except as otherwise expressly provided, be in writing and deliver:. by personal service or sent by United States Registered or Certified Mail, return r eipt requested, postage prepaid, or by overnight express delivery, such as`Federal Ex► at the addresses listed below. Any notice given pursuant -to this Agree given when received. Any actions required to be taken§hereunder Sunday, or United States legal holidays shall be deemed to be per on the succeeding day thereafter which shall not be a Saturdd To the City: With a copy to: ess, to the Parties ent shall be deemed ich fall on Saturday, rmed timely when taken Sunday, or legal holiday. City Manager, City Miami 3500 Pan Americ Drive Miami, Florida . 133 City Atto ,'City of Miami Miami ' ' erside Center 444 S. ' . 2°d Ave.. 9`h Floor i,:Florida, 33.130 To the Developers: : roman Motors, Inc. ATTN„ Alex Shack 2060 Biscayne Boulevard, 2nd Floor iami, Florida 33137 Bercow Radell Fernandez Larkin Tapanes, PLLC ATTN: Melissa Tapanes Llahues 200 S. Biscayne Boulevard, Suite 300 Miami, FL 33131 Any Party to t "Agreement may change its notification address(es) by providing written notification t' the remaining parties pursuant to the terms and conditions of this section. 27. Multi s 1 0 wnershi . In the event of additional ownership subsequent to the approval of the A.. ication, each of the subsequent owners, mortgagees and other successors in interest in a' to the Property (or any portion thereof, including condominium unit owners) shall b: s ound by the terms and provisions of this Agreement as covenants that run with the roperty. 8. Modification. This Agreement may be modified, amended, or released as to any portion of the Property, by a written instrument executed by the then -owners of the Property, 17of21 SUBSTITUTED including joinders of all mortgagees, if any, provided the same is also approved by the City, after public hearing. Any public hearing application related to a particular phase, or an portion thereof, shall only require the consent, acknowledgment and/or joinder of the t owner(s) of that phase. If there is a recorded homeowners or condominium associ ion covering any portion of the Property, said association may (in lieu of the signature nsent of the individual member or owners), on behalf of its members and in accordan with its articles of incorporation and bylaws, consent to any proposed modification, . endment, or release by a written instrument executed by the homeowners or ' •ndominium association. Any consent made pursuant to a vote of the homeowners • condominium association shall be evidence by a written resolution of the homeowner or condominium association and a certification executed by the secretary of - homeowners or condominium association's board of directors affirming that the .te complied with the articles of incorporation and the bylaws of the association. 29. No Oral Change or Termination. This Agreement and appended hereto and incorporated herein by reference Agreement between the Parties with respect to the subje supersedes any prior agreements or understandings b` subject matter hereof, and no change, modification, shall be effective unless such change, modificatio the party against whom enforcement of the c This Agreement cannot be changed or termi 30. Enforcement. The City, its successors to enforce the provisions �of'this Agre equity against any parties or persons to restrain. violation pr to recover 31.'Venue. Choice of Law e .exhibits and appendices if any,constitute the entire matter hereof This Agreement een the Parties with respect to the discharge hereof in=whole or in part or discharge is in writing and signed by ge, modification or discharge is sought. ed orally ssigns, and the Developers shall have the right ent. Enforcement shall be by action at law or in iolating or attempting to violate any covenants, either mages orsboth. fic Performance. It is mutually understood and agreed by the parties hereto, that this ' greement shall be governed by the laws of the State of Florida, and any applicable fede law, both as to interpretation and performance, and that any action at law, suit in e' uty or judicial proceedings for the enforcement of this Agreement or any provision her; . f shall be instituted only in the courts of the State of Florida or federal courts and venue r any such actions shall exclusively in a court of competent jurisdiction in the County. addition to any other legal rights, the Parties shall each have the right to specific perf• ance of this Agreement in court. Each Party shall bear its own attorney's fees. Each arty waives any defense, whether asserted by motion or pleading, that the aforeme • oned courts are an improper or inconvenient venue. Moreover, the Parties conse to the personal jurisdiction of the aforementioned courts and irrevocably waive any ' ejections to said jurisdiction. The Parties irrevocably waive any rights to a jury trial. 32. oluntar Com s liance. The Parties hereby agree that in the event all or any Party of this Agreement is struck down by judicial proceedings or preempted by legislative action, the Parties shall continue to honor the terms and conditions of this Agreement to the extent allowed by law. 18 of 21 SUBSTITUTED 33. Severability. Invalidation of any of the sections, teiius, conditions, provisions, o covenants, of this Agreement by judgment of court in any action initiated by a third pa in no way shall affect any of the other provisions of this Agreement, which shall rem n in full force and effect. 34. Default. (a) The Developers shall be in default under this Agreement if any of the ollowing events occur and continue beyond the applicable grace period: the Devel. ers fail to perform or breach any term, covenant, or condition of this Agreement wh. 1 is not cured within 30 days after receipt of written notice from the City speci ng the nature of such breach; provided, however, that if such breach cannot reas •. ably be cured within 30 days, then the Developers shall not be in default if it co ." ences to cure such breach within said 30-day period and diligently prosecutes suc ' cure to completion. (b) The City shall be in default under this Agreement if e City fails to perform or breaches any term, covenant, or condition of this Agreeme and such failure is not cured within 30 days after receipt of written notice from ,t ' Developers specifying the nature of such breach; provided, however,that if such reach cannot reasonably be cured within 30 days, the City shall not be in, default if i ommences to cure such breach within said 30-day period and diligently prosecutes ch cure to completion. (c) It shall not be a defaultunder court of competent jurisdicti survive such - bankruptcy of terrliilate this Agreement 35. Remedies. (a) Neither Party may shall have all of t this ; .reement if either Party is declared bankrupt by a on. • 11 rights and obligations in this Agreement shall her -party. The Parties hereby forfeit any right to the bankruptcy of the other party. rminate this Agreement upon the default of the other Party, but remedies enumerated herein. (b) Upon the oc► rrence of a default by a Party to this Agreement not cured within the applicable aceperiod, the Parties agree that any Party may seek specific performance of this :reemeit{and that seeking specific performance shall not waive any right of such ' . rty to also seek monetary damages, injunctive relief or any other relief other tha ermination of this Agreement. The City hereby acknowledges that any claim for d. ages under this Agreement is not limited by sovereign immunity or similar mitation of liability. bligations Surviving Termination. 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 19 of21 SUBSTITUTED 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 Tenn; (i) the exclusive venue and choice of law provisions contained herein; (ii) rights of any Party arising during attributable to the period prior to expiration or earlier termination of this Agreement . nd (iii) any other term or provision herein which expressly indicate either that it survi s the termination or expiration here of or is or may be applicable or effective be •nd the expiration or permitted early termination hereof. 37. Entire Agreement. This Agreement and the exhibits and appendices appe ' i ed hereto and incorporated herein by reference, if any, constitute the .entire Agree ; -nt between the Parties with respect to the subject matter hereof This .Agreement s . ersedes any prior agreements or understandings between the Parties with respect to th- .ubject matter hereof, and no change, modification, or discharge hereof in whole or i' part shall be effective unless such change, modification or discharge is in writing and gned by the Party against whom enforcement of the change, modification or discharis sought. This Agreement cannot be changed or terminated orally r 38. Successors, Assigns, and Designees. The .covenan _ and obligations settforth in this Agreement shall extend to the Parties and their ccessor(s) and/or assigns. Nothing contained herein shall be deemed to be a dedicat' conveyance or grant to the public in general nor to any persons or entities except as pressly set forth herein. 39. Third Party Defense.'The Parties ,shall e , at their own cost and expense, vigorously defend any claims; suits or ldemands bro : ht against them by third parties challenging the Agreement or the Project, or`objectin_ •; any aspect thereof, including, without limitation, (i) a consistency challenge pursua to Section 163.3215, Florida Statutes (2024), (ii) a petition forwrit of certiorari,(iii) .. action for; declaratory judgment, or (iv) any claims for loss, damage; liability, or expe (includmg reasonable attorneys' fees). The Parties shall ,promptly give theotherwritt- notice of any such action, including those that are pending ,or threatened and all respo es, filings, and pleadings with respect thereto. 40. Recording. This Agr rent shall 'be recorded in the Public Records of Miami -Dade County, Florida at Developer's expense and shall inure to the benefit of the City. A copy of the recor• ,� Development Agreement shall be provided to the City Clerk and City Attorney withi o weeks of recording. 41. Re . resent ions Re' ardin ' Authorization to Execute. Each Party represents to the others th this Agreement has been duly authorized, delivered, and executed by such Party and c • stitutes the legal, valid, and binding obligation of such Party, enforceable in acc . : ance with its terms. 42. ack of A enc Relationshi . . Nothing contained herein shall be construed as establishing an agency relationship between the City and the Developers and neither the Developers nor their employees, agents, contractors, subsidiaries, divisions, affiliates or 20 of 21 SUBSTITUTED guests shall be deemed agents, instrumentalities, employees, or contractors of the City for any purpose hereunder, and the City, its officials, contractors, agents, and employees shall not be deemed contractors, agents, or employees of the Developers or their subsidiaries divisions or affiliates. 43. No Conflict of Interest. The Developers agree to comply with Section 2-612 of e City Code as of the Effective Date, with respect to conflicts of interest. 44. Counterparts. This Agreement may be executed in two or more count- .arts, each of which shall constitute an original but all of which,,when'taken togethe shall constitute one and the same agreement. NOW WHEREFORE, the Parties have caused this Agreement to be* executed this day of , 2025. [Signature Pages Tot 21 of 21