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HomeMy WebLinkAboutSubstitution Memo from Planning DepartmentCITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Arthur Noriega V DATE: 7.23.2025 City Manager FROM: David Snow Director, Planning Department SUBJECT: Substitution of PZ.10 Development Agreement — 2060 Biscayne Blvd File ID 17658 ENCLOSURES: Updated Legislation, Updated Exhibit B — Development Agreement, and Redlined Copy of Exhibit B The purpose of this Substitution Memorandum for Item PZ.10 on the July 24th, 2025 City Commission Agenda is to provide updated legislation, an updated "Draft Braman SAP Development Agreement" (Exhibit B) and a redlined copy of the "Draft Development Agreement-" for backup. The updates are necessary to incorporate • A condition in the legislation to replace the Third -Party Defense section of the "Draft Development Agreement" with an indemnity provision requiring the Developer to indemnify the City. • Updates to the "Draft Development Agreement" that incorporate the majority of City staff's review comments and that may be subject to minor adjustments: o Minor formatting and grammar corrections. o Clarifying language for definitions. o Removal of Park Impact Fee language. o Removal of Open Space from list of Area -Wide Standards. o Clarifying language regarding the prohibition on downzoning. o More specific language dictating Employment Policies. o Added language requiring certain timing for obtaining the building permit for and completing of the Woonerf. o Clarifying language for Onstreet Parking and the City's support for removal of onstreet parking related to the Woonerf and ARC Building. o Clarifying language regarding Reservation of Development Rights. Upon approval, the updated legislation, updated "Draft Braman SAP Development Agreement" (Exhibit B) and a redlined copy of the "Draft Development Agreement" for the above -referenced Braman SAP Development Agreement will be provided to the City Clerk's Office for distribution to the Mayor and all Commissioners. Approved: ID�{'o-�/cu'S,i'1. g^nedd by: I GvA 960CF6C3720D12A... Arthur Noriega V, City Manager I .7 S S'Oas-W-vyi MQ--(1,0 -kom ONYIArli DeiPA AN ORDINANCE OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), APPROVING A DEVELOPMENT AGREEMENT, PURSUANT TO CHAPTER 163, FLORIDA STATUTES, AND AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE SAID DEVELOPMENT AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, A DRAFT OF WHICH IS ATTACHED AND INCORPORATED AS EXHIBIT "B," 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 AVE., 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, "APPLICANT") AND THE CITY OF MIAMI, FLORIDA ("CITY"), GOVERNING THE PROPERTIES GENERALLY LOCATED AT 2020 AND 2060 BISCAYNE BOULEVARD; 2001, 2010, AND 2060 NORTHEAST 2ND AVENUE; 94, 106, 114, AND 246 NORTHEAST 20TH TERRACE; AND 111,120, AND 137 NORTHEAST 20 STREET, MORE PARTICULARLY DESCRIBED IN THE ATTACHED AND INCORPORATED EXHIBIT "A", SUCH DEVELOPMENT AGREEMENT WOULD ALLOW DEVELOPMENT, AS DESCRIBED IN THE FOLLOWING PHASES: PHASE 1A INCLUDES AN 11-STORYAUTO-SERVICE BUILDING WITH 339 SERVICE BAYS, 620 PARKING SPACES, CONSISTING OF 1,176,000 SQUARE FEET; PHASE 1 B, DEVELOPMENT OF A WOONERF OF 29,160 SQUARE FEET ALONG NORTHEAST 20TH TERRACE BETWEEN NORTHEAST 2ND AVENUE AND BISCAYNE BOULEVARD; PHASE 2, A 60- STORY MIXED -USE BUILDING OF 1,300,000 SQUARE FEET AND 624 DWELLING UNITS; PHASE 3, A 60-STORY MIXED -USE BUILDING OF 825,000 SQUARE FEET AND 550 DWELLING UNITS; AND PHASE 4 IS THE RENOVATION OF A GAS STATION OF 4,000 SQUARE FEET; MAKING FINDINGS; CONTAINING A SEVERABILITY CLAUSE; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, 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 Ave, 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, "Applicant") applied for a Special Area Plan ("SAP") for 12.9 acres of property located at approximately 120 Northeast 20th Street; 2020 and 2060 Biscayne Boulevard; 2060 Northeast 2nd Avenue, 246 Northeast 20th Terrace, 2001 Northeast 2nd Avenue, 2010 Northeast 2nd Avenue, 2060 Northeast 2nd Avenue, 94 Northeast 20th Terrace, 106 Northeast 20th Terrace, 111 Northeast 20 Street, 114 Northeast 20 Terrace, and 137 Northeast 20th Street, as more particularly described in Exhibit "A," (the "SAP Area" or "Property") pursuant to the process described in Article 3, Section 3.9 and Article 7 of Ordinance No. 13114, the Zoning Ordinance of the City of Miami, Florida, as amended, ("Miami 21 Code") titled "Special Area Plans"; and WHEREAS, Section 3.9 of the Miami 21 Code authorizes the assembly and master planning of parcels greater than nine (9) abutting acres in size; and WHEREAS, this process is referred to as an SAP; and WHEREAS, Section 3.9.1.f of the Miami 21 Code provides that "[d]evelopment within the Special Area Plan shall be pursuant to a recorded development agreement that will establish the allocation of Thoroughfares and Civic Space Types and Building Area among the Building sites, and the creation and retention of the public benefits"; and WHEREAS, the "Braman Miami Campus Special Area Plan" ("SAP" or "Braman SAP") consists of ±12.9 acres of land to be developed in the following phases: Phase 1A includes an 11-Story auto -service Building with 339service bays, 620 parking spaces, consisting of approximately 1,176,000 square feet; Phase 1 B includes the development of a Woonerf of approximately 29,160 square feet along Northeast 20th Terrace between Northeast 2nd Avenue and Biscayne Boulevard; Phase 2 includes a 60-Story mixed -Use Building of approximately 1,300,000 square feet and 624 Dwelling Units; Phase 3 includes a 60-Story mixed -Use Building of approximately 825,000 square feet and 550 Dwelling Units; and Phase 4 is the renovation of a gas station of approximately 4,000 square feet; and WHEREAS, the Applicant also submitted a companion SAP Designation, ePlan ID PZ- 22-15092, to add the "SAP" zoning overlay while keeping the underlying zoning classifications of T6-36A-O, T6-36B-O, T6-12-0, and T6-8-O in the "SAP Area" for the properties more particularly described in Exhibit "A," with an amendment to the Future Land Use Map ("FLUM"); and WHEREAS, the Applicant also submitted a companion Comprehensive Plan Amendment, ePlan ID PZ-22-15091, to amend the FLUM designation from "Restricted Commercial" to "General Commercial" for 5.26 acres of the SAP Area — all "SAP" parcels west of Northeast 2 Avenue; and WHEREAS, the Applicant has requested approval of a new development agreement ("Braman Development Agreement"), a draft of which is attached and incorporated as Exhibit "B," to govern the development of the Property in the SAP Area, pursuant to Article 3 of the Miami 21 Code and Chapter 163 of the Florida Statutes; and WHEREAS, the Development Agreement, inter alia, will include a requirement for the Applicant to provide an annual report that contains a section -by -section description of its compliance with the obligations thereunder; and WHEREAS, the Development Agreement will further provide that the Applicant must remain current on all obligations to the City and that the City is authorized to withhold permits or approvals, should the Applicant not be in compliance with its obligations to the City; and WHEREAS, the proposed Braman SAP will reimagine the existing automotive uses by master planning the area into a cohesive, pedestrian -friendly campus, with mixed -Use Buildings and residential towers to support the Edgewater Neighborhood; and WHEREAS, the proposed Braman SAP will facilitate the redevelopment of and benefit the surrounding area by creating residential units, commercial Uses, as well as Civic and Open Space, such as a Woonerf on Northeast 20th Terrace and enhanced streetscapes, for the enjoyment of residents, patrons, and the general public; and WHEREAS, the Braman SAP will integrate public improvements and infrastructure, resulting in enhanced streetscape design; and WHEREAS, the Braman SAP will create certain recurring and nonrecurring financial benefits as well as temporary and permanent jobs; and WHEREAS, consideration has been given to whether the proposed Braman SAP will further the goals, objectives, and policies of the Miami Comprehensive Neighborhood Plan ("MCNP"), the "Miami 21 Code," and other City regulations; and WHEREAS, consideration has been given to the need and justification for the proposed "Braman SAP"; WHEREAS, the City and the Applicant wish for the development of the Braman SAP to proceed substantially in accordance with the Regulating Plan and Design Guidelines; and WHEREAS, the City and the Applicant wish for the development of the Braman SAP to conform with the requirements of the MCNP; and WHEREAS, assurance to the developer that it may proceed in accordance with existing laws and policies, subject to the conditions of a development agreement, strengthens the public planning process; and WHEREAS, the Applicant will address any City comments on the Development Agreement; and WHEREAS, the City Commission, after careful consideration of this matter, deems it advisable and in the best interest of the general welfare of the City to approve a new Braman Development Agreement, in a form acceptable to the City Attorney; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Ordinance are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The Development Agreement, pursuant to Chapter 163 of the Florida Statutes, between the Applicant and the City, to govern the development of the Property in the SAP Area, is hereby approved, as amended, in a form acceptable to the City Attorney-, 1. The Third -Party Defense provision shall be replaced with an indemnity provision requiring the Developer to indemnify the City. Section 3. The City Manager is authorized' to negotiate and execute the Development Agreement, in a form acceptable to the City, a draft of which is attached hereto and incorporated herein as Exhibit "B," for said purpose. Section 4. The Development Agreement is applicable to the Property in the SAP Area, as described in the attached and incorporated Exhibit "A," which are owned by the Applicant, subject to the development parameters set forth therein. Section 5. If any section, part of a section, paragraph, clause, phrase or word of this Ordinance is declared invalid, the remaining provisions of this Ordinance shall not be affected. Section 6. This Ordinance shall become effective ten (10) days upon final reading and adoption.2 1 The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to, those prescribed by applicable City Charter and City Code provisions. 2 This Ordinance shall become effective as specified herein unless vetoed by the Mayor within ten (10) days from the date it was passed and adopted. If the Mayor vetoes this Ordinance, it shall become effective immediately upon override of the veto by the City Commission or upon the effective date stated herein, whichever is later. EXHIBIT B 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 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 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 "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 "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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 (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 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 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 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 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 "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 "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 "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 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 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 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 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. . 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 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+g 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 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 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 "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 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 {}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 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: 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 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 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 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 [Signature Pages Follow] 22 of 22 City of Miami Legislation Ordinance Enactment Number City Hall 3500 Pan Ameican Drive Miami, FL 33133 www.miamigov.com File Number: 17658 Final Action Date: AN ORDINANCE OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), APPROVING A DEVELOPMENT AGREEMENT, PURSUANT TO CHAPTER 163, FLORIDA STATUTES, AND AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE SAID DEVELOPMENT AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, A DRAFT OF WHICH IS ATTACHED AND INCORPORATED AS EXHIBIT "B," 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 AVE., 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 DOWTOWN 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, "APPLICANT") AND THE CITY OF MIAMI, FLORIDA ("CITY"), GOVERNING THE PROPERTIES GENERALLY LOCATED AT 2020 AND 2060 BISCAYNE BOULEVARD; 2001, 2010, AND 2060 NORTHEAST 2ND AVENUE; 94, 106, 114, AND 246 NORTHEAST 20TH TERRACE; AND 111,120, AND 137 NORTHEAST 20 STREET, MORE PARTICULARLY DESCRIBED IN THE ATTACHED AND INCORPORATED EXHIBIT "A", SUCH DEVELOPMENT AGREEMENT WOULD ALLOW DEVELOPMENT, AS DESCRIBED IN THE FOLLOWING PHASES: PHASE 1A INCLUDES AN 11-STORYAUTO-SERVICE BUILDING WITH 339 SERVICE BAYS, 620 PARKING SPACES, CONSISTING OF 1,176,000 SQUARE FEET; PHASE 1B, DEVELOPMENT OF A WOONERF OF 29,160 SQUARE FEET ALONG NORTHEAST 20TH TERRACE BETWEEN NORTHEAST 2ND AVENUE AND BISCAYNE BOULEVARD; PHASE 2, A 60- STORY MIXED -USE BUILDING OF 1,300,000 SQUARE FEET AND 624 DWELLING UNITS; PHASE 3, A 60-STORY MIXED -USE BUILDING OF 825,000 SQUARE FEET AND 550 DWELLING UNITS; AND PHASE 4 IS THE RENOVATION OF A GAS STATION OF 4,000 SQUARE FEET; MAKING FINDINGS; CONTAINING A SEVERABILITY CLAUSE; AND PROVIDING FOR AN EFFECTIVE DATE. City of Miami File ID: 17658 (Revision:) Printed On: 7/16/2025 WHEREAS, 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 Ave, 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, "Applicant") applied for a Special Area Plan ("SAP") for 12.9 acres of property located at approximately 120 Northeast 20th Street; 2020 and 2060 Biscayne Boulevard; 2060 Northeast 2nd Avenue, 246 Northeast 20th Terrace, 2001 Northeast 2nd Avenue, 2010 Northeast 2nd Avenue, 2060 Northeast 2nd Avenue, 94 Northeast 20th Terrace, 106 Northeast 20th Terrace, 111 Northeast 20 Street, 114 Northeast 20 Terrace, and 137 Northeast 20th Street, as more particularly described in Exhibit "A," (the "SAP Area" or "Property") pursuant to the process described in Article 3, Section 3.9 and Article 7 of Ordinance No. 13114, the Zoning Ordinance of the City of Miami, Florida, as amended, ("Miami 21 Code") titled "Special Area Plans"; and WHEREAS, Section 3.9 of the Miami 21 Code authorizes the assembly and master planning of parcels greater than nine (9) abutting acres in size; and WHEREAS, this process is referred to as an SAP; and WHEREAS, Section 3.9.1.f of the Miami 21 Code provides that "[d]evelopment within the Special Area Plan shall be pursuant to a recorded development agreement that will establish the allocation of Thoroughfares and Civic Space Types and Building Area among the Building sites, and the creation and retention of the public benefits"; and WHEREAS, the "Braman Miami Campus Special Area Plan" ("SAP" or "Braman SAP") consists of ±12.9 acres of land to be developed in the following phases: Phase 1A includes an 11-Story auto -service Building with 339service bays, 620 parking spaces, consisting of approximately 1,176,000 square feet; Phase 1 B includes the development of a Woonerf of approximately 29,160 square feet along Northeast 20th Terrace between Northeast 2nd Avenue and Biscayne Boulevard; Phase 2 includes a 60-Story mixed -Use Building of approximately 1,300,000 square feet and 624 Dwelling Units; Phase 3 includes a 60-Story mixed -Use Building of approximately 825,000 square feet and 550 Dwelling Units; and Phase 4 is the renovation of a gas station of approximately 4,000 square feet; and WHEREAS, the Applicant also submitted a companion SAP Designation, ePlan ID PZ- 22-15092, to add the "SAP" zoning overlay while keeping the underlying zoning classifications of T6-36A-0, T6-36B-0, T6-12-0, and T6-8-0 in the "SAP Area" for the properties more particularly described in Exhibit "A," with an amendment to the Future Land Use Map ("FLUM"); and WHEREAS, the Applicant also submitted a companion Comprehensive Plan Amendment, ePlan ID PZ-22-15091, to amend the FLUM designation from "Restricted Commercial" to "General Commercial" for 5.26 acres of the SAP Area — all "SAP" parcels west of Northeast 2 Avenue; and WHEREAS, the Applicant has requested approval of a new development agreement ("Braman Development Agreement"), a draft of which is attached and incorporated as Exhibit City of Miami File ID: 17658 (Revision:) Printed On: 7/16/2025 "B," to govern the development of the Property in the SAP Area, pursuant to Article 3 of the Miami 21 Code and Chapter 163 of the Florida Statutes; and WHEREAS, the Development Agreement, inter alia, will include a requirement for the Applicant to provide an annual report that contains a section -by -section description of its compliance with the obligations thereunder; and WHEREAS, the Development Agreement will further provide that the Applicant must remain current on all obligations to the City and that the City is authorized to withhold permits or approvals, should the Applicant not be in compliance with its obligations to the City; and WHEREAS, the proposed Braman SAP will reimagine the existing automotive uses by master planning the area into a cohesive, pedestrian -friendly campus, with mixed -Use Buildings and residential towers to support the Edgewater Neighborhood; and WHEREAS, the proposed Braman SAP will facilitate the redevelopment of and benefit the surrounding area by creating residential units, commercial Uses, as well as Civic and Open Space, such as a Woonerf on Northeast 20th Terrace and enhanced streetscapes, for the enjoyment of residents, patrons, and the general public; and WHEREAS, the Braman SAP will integrate public improvements and infrastructure, resulting in enhanced streetscape design; and WHEREAS, the Braman SAP will create certain recurring and nonrecurring financial benefits as well as temporary and permanent jobs; and WHEREAS, consideration has been given to whether the proposed Braman SAP will further the goals, objectives, and policies of the Miami Comprehensive Neighborhood Plan ("MCNP"), the "Miami 21 Code," and other City regulations; and WHEREAS, consideration has been given to the need and justification for the proposed "Braman SAP"; WHEREAS, the City and the Applicant wish for the development of the Braman SAP to proceed substantially in accordance with the Regulating Plan and Design Guidelines; and WHEREAS, the City and the Applicant wish for the development of the Braman SAP to conform with the requirements of the MCNP; and WHEREAS, assurance to the developer that it may proceed in accordance with existing laws and policies, subject to the conditions of a development agreement, strengthens the public planning process; and WHEREAS, the Applicant will address any City comments on the Development Agreement; and WHEREAS, the City Commission, after careful consideration of this matter, deems it advisable and in the best interest of the general welfare of the City to approve a new Braman Development Agreement, in a form acceptable to the City Attorney; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Ordinance are adopted by reference and incorporated as if fully set forth in this Section. City of Miami File ID: 17658 (Revision:) Printed On: 7/16/2025 Section 2. The Development Agreement, pursuant to Chapter 163 of the Florida Statutes, between the Applicant and the City, to govern the development of the Property in the SAP Area, is hereby approved, in a form acceptable to the City Attorney. Section 3. The City Manager is authorized' to negotiate and execute the Development Agreement, in a form acceptable to the City, a draft of which is attached hereto and incorporated herein as Exhibit "B," for said purpose. Section 4. The Development Agreement is applicable to the Property in the SAP Area, as described in the attached and incorporated Exhibit "A," which are owned by the Applicant, subject to the development parameters set forth therein. Section 5. If any section, part of a section, paragraph, clause, phrase or word of this Ordinance is declared invalid, the remaining provisions of this Ordinance shall not be affected. Section 6. This Ordinance shall become effective ten (10) days upon final reading and adoption.' APPROVED AS TO FORM AND CORRECTNESS: Wy y ng III, C ty • ttor -y 6/16/2025 ' The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to, those prescribed by applicable City Charter and City Code provisions. 2 This Ordinance shall become effective as specified herein unless vetoed by the Mayor within ten (10) days from the date it was passed and adopted. If the Mayor vetoes this Ordinance, it shall become effective immediately upon override of the veto by the City Commission or upon the effective date stated herein. whichever is later. City of Miami File ID: 17658 (Revision:) Printed On: 7/16/2025 Exhibit B 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 2" a Ave., 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:liabilitycompany ("Braman Service"); Braman Leibowitz Temple Lots, LLC, a Delaware limited liability company ("Braman Temple"); Braman -Leibowitz Miami Dowtown Properties 1, L ;C, a Delaware limited liability company ("Braman Properties I"); Braman-Leibowtiz Miami ,Downtown Properties I1,„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 "Party" and are collectively referred to herein as the "Parties." RECITA WHEREAS, Braman is the fee simple owner of the various properties identified in Exhibit Al, legally described rn Exhabit A2 (collectively the "Property" or the "SAP Area"); and WHEREAS, a portion of the Property as locatedjin 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 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 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 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 Developer 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, aridh 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 r_ Plan") and Miami 21; and WHEREAS, as a condition to the approval of the SAP, Miaxni 21 Section 3.9.1.f requires that the Developers enter into.a recorded developmentagreeinent 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 intodevelopment agreements with any person or entity having a legal or equitable interest in real -property iodated 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 conditions set forth below, and the Developers are duly authorized to execute this Agreement upon the terms and conditions set forth below. 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 NOW THEREFORE, in consideration of the mutual covenants contained herein, it is hereby understood and agreed: 2 of 21 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 entiretyand 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 (f) The attached exhibits shall be deemed adopted and incorporated into this Agreement; provided however that this Agreement shall be and to control in the'event a conflict between the attachments and this Agreement 4. Definitions. Capitalizedterms which are not, -specifically -defined herein shall have the meaning given to. them in Miami 21; "Agreement'', means this DevelopmentAgreementbetween 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 a1i "departments, boards, committees, agencies and instrumentalities subject to the jurisdiction thereof. "City Charter" means the municipal Charter of the City of Miami. "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 3 of 21 163, 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 anyother official action;of local government having the effect of permitting the development of land. < F 4` "Effective Date" is 'the Agreement.' ate or,,recordation of the executed, original version of this "Encroachment",,inciudes any improvement to the Property by the Developers, a fixture to such an improvement,, or any portion of such an improvement or fixture that: e�F � � 3 'a 3 s located on, over, within, or beneath real property owned or operated by the 'Citythe 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. "Existing Zoning" is (a) Miami 21 Code, effective May 2010, as amended, specifically including the BramanMiami 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). 4of21 "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 Chapters 4, 10, 13, 22, 23, 36, 54, 55 and 62 of the City Code. "Laws" means all ordinances, resolutions, regulations, comprehensive plans, land development regulations, and rules adopted by a Local and State 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 Fee" 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 y12.9 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 Ctvic,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"gwmeans 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 of 21 5. Purposes. The purposes of this Agreement are: a. To satisfy the requirements of Miami 21 Section 3.9.1(t) by, among other things, providing for the creation and retention of certain public benefits; b. In satisfying the requirements of Miami 21 Section 3.9.10), 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 m 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 y=R. Agreement maybe extended by mutual consent of the Parties subject to public hearing(s), pursuant to Section 163.3225'zof the Florida.Stan. ites (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, jshall be the proper party or parties to execute any such release forproperties 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 the Property "General Commercial" on the City's Future Land Use Map, 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. 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 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, Civic Space, and Open Space are governed on a SAP -wide basis rather than on ai site -specific basis. As development proceeds on individual building sites, Dwelling,£ Units and/or floor area will be absorbed and the SAP -wide totals will be reduced. SAP -wide Civic and Open Space totals consisting of common open space' delineated and developed at the commencement of development of the SAP'shallbe increased as site -specific open space areas are developed. All remaining regulations, including all other building disposition requirements, are applied;- on a sites -specific basis within parcels identified in the SAP Design Guidelines. c. Covenant in Lieu of Unity of Title.- Braman -shall enter into'aCovenant 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`tothis 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 tothe Developers, and at a public hearing. "Amendments byx Developers. Nothing in this Agreement shall prohibit the -Developers fromrequesting a change of zoning or amendment of the SAP pursuant to Article of Miami 21 to modify the Density, Intensity, Uses or Heights permitted under the SAP. ,. 11. Prohibition on Downzoriing. a. During the term of this Agreement, changes to the Comprehensive Plan or Existing Zoning taking legal effect after the Effective Date shall not apply to the Property unless �.. 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 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. In accordance with Section 163.3245(3) Florida Statutes (2024), this prohibition on downzoning supplements, rather than supplant, any rights that may vest to the Developer under Florida or Federal laws. 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 estopple, 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 ton,this Agreement as the "Project" and are on filewith the City -Clerk and,are deemed to be„incorporated by reference. The Project consists of four (4) phases;ofdevelopment on the Property. Phase 1 includes a proposed, state of-the-artautomotive service building, 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 ,Agreement, or prorated- forn'cach Ihase have been made prior to the temporary acid/or permanent'Certificate of Occupancy. 13. Public_. Benefit Contributions. -.In accordance with Miami 21 Section 3.9(f), 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 thisSection 13 Job Creation and Employment Opportunities. `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 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 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)(1-3) 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 Enterprise(s). 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 contractors) 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 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 un, 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:Coun 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:f 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 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, reli ion national origin, sex a e sexual g ,„�g� 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 5. 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 roj ect 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£'i 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 forhe'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 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 Spaces shall be substantially in accordance with this Agreement and the SAP (including the Open Space Plan of 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 inucompliance with the Design Guidelines (the "Woonerf') The Woonerf shall be constructed, open to the public prior to the issuance of the first Certificate of Occupancy for Phase 1. v. Events. From timeto time, the Developers may sponsor or similarly partner with organizations to hold temporary events in the SAP Area including in N, and around the Public Open Spaces and the Woonerf. In advance of a temporary or special event, the Developer 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. 4 vi. Maintenance. The Developers shall maintain the Public Open Spaces, ursuant to any applicable maintenance standards as mutually agreed by the _zz and the Developers Y � v n vii. Parks Impact Fee Credit. The Parties agree that in consideration of the Developers' creation of Public Open Spaces, the Woonerf, and construction of relatedimprovements to said spaces, the City will grant the Developers the creditagainstthe impact fees in connection with Redevelopment of the Property as' 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 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 enhanced bicycle connectivity shall expand the Transit Oriented Development area adjacent to the Property throughout the Property. The streetscape improvements shall be constructed, ,open to the public prior to the issuance of the first Certificate of Occupancy for the abutting phase of the Project. e. Mobility Plan. The Developer 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. The Developer may establish a uniform Valet' system to service the SAP Area generally. Notwithstanding the limitations set forth in Sections 35-305 ofthe 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 peiinitsappli cant is the operator of the uniform valet system. Robotic parking within enclosed parking structures shall also be permitted. 15. Parking Management Program Parking within the SAP Area may be implemented through a parking management program The parking Management program shall track existing and anticipated parking through and interactive spreadsheet maintained 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 parkingPoolavailable within the SAP Area. The numbers and figures `provided in theParking Management Program may be revised and updated accordingly ao from time to time by the Planning Director including at such times as certain interim parking isdiscontinued and permanent parking becomes available. 16. Interim Parking. For the=purposes of accommodating the phased Redevelopment of the Property, intern& and JemPorary parking on unimproved and partially improved lots by valet service may be'pernitted 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 Planning Director may approve the design of the interim parking lots prior to issuance of a building permit for improvements. 17. 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 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, 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. The Signage program will include, but is not limited to, the following sign types, some or all of which may incorporate LCD, LED, video, or similar electronic technology if approved and legally authorized: (i) directional signage; (ii) ground signage; (iii) wall signage, (lv) monument signage; and (v) tower signage. The Signage program shall apply to signage visible from public rights -of -way but shall not apply to signage internal to the Project,or not otherwise visible from the public right-of-way. 19. Public Facilities. As of the Effective"Date, the Developers shall conduct an extensive analysis of the Public Facilities available to see the Project. In the event that the Existing Zoning and/or the Comprehensive Plan require' rvthe 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. 20. Construction of encroachments within the Public Right -of -Way. The City finds that the encroachments proposed by the Developer do not unduly restrict the use of the public right-of-way and are a necessary,essential element in the construction of the pedestrian 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 CityCode. Notwithstanding he requirements of Section 55-14(c) of the City Code, the City agrees, to waive any and all claims to payment of a user fee in connection with the construction of such encroachments within the public rights -of -way. Further, this Agreement shall satisfy the requirements of Section 55-14(d) of the City Code. In consideration for authorizing the construction of the aforementioned encroachments, Developer further covenants to: a. Maintain the above -grade pedestrian overpasses in accordance with the Florida Building Code, City Charter and 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 Developer fail to continuously provide the insurance 14 of 21 coverage, the City shall have the right to secure a similar insurance policy in its name and place a special assessment lien against the Developer's abutting private property for the total cost of the premium. c. Developer 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. 21. 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. 22. Local Development Permits. The SAP may require additional permits or, approvals from rn the City, County, State or Federal :govement 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, including acting as an applicant. 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; Covenant or T Tufty or Title acceptance; ) Building and Public Works permits; � �Y (d),Certificates of use and/or occupancy; (e) Storrn water 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 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 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 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. 24. 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.sIn 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 penult 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 o not comply the applicable requirements of the Zoning, the Comprehensive Plan, this Agreement and applicable building codes. 25. Reservation of Development Rights. (a) For the 'term of this Agreement, the City hereby agrees that it shall permit the development of*Property in accordance with the Comprehensive Plan, Miami 21, the SAP RegulatingPlan, and this Agreement. (b) Nothing herein shall prohibit an increase in the density 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 subsequently enacted by the City. 16of21 (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. 26. 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 33,133 City Attorney,City of Miami With a copy to: To the Developers: Braman Motors, Inc. ATTN: Alex Shack 2060 Biscayne Boulevard, 2°d Floor " `iami, Florida 33137 Berebw Radell Fernandez Larkin Tapanes, PLLC ATTN: Melissa Tapanes Llahues 200 S. Biscayne Boulevard, Suite 300 Miami, FL 33131 Any Party to thus Agreement may change its notification address(es) by providing written notification to the remaining parties pursuant to the terms and conditions of this section. 27. Multiple Ownership. In the event of additional ownership subsequent to the approval of the Application, each of the subsequent owners, mortgagees and other successors in interest in and to the Property (or any portion thereof, including condominium unit owners) shall be bound by the terms and provisions of this Agreement as covenants that run with the Property. 28. 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 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 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. x, 29. No Oral Change or Termination. This Agreement and 'the ,exhibits and appendices appended hereto and incorporated herein by reference, if anyconstitute the entire Agreement between the Parties with respect to the subject matter liereo£ 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. 30. Enforcement. The City, its successors or assigns, and the Developers shall have the right to enforce the provisions of this Agreernent:'Enforcernent 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 orsboth. 31.'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 anYYstieh actions shall exclusively in a court of competent jurisdiction in the 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. 32. 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. 18 of 21 33. Severability. Invalidation of any of the sections, teiius, 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. 34. 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 theexbankruptcy of the other party. 35. 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. The City hereby acknowledges that any claim for damages under this Agreement is not limited by sovereign immunity or similar limitation of liability. 36. 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 19 of21 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 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. 37. 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 38. 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. 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. 39. 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, (in} an action forrdeclaratory judgment, or (iv) any claims for loss, damage; Liability, or expense(includmg reasonable attorneys' fees). The Parties shall ;:promptly give the written notice any such action, including those that are pending or threatened and allresponses, filings, anil pleadings with respect thereto. 40. Recording. This Agreement shall 'be recorded in the Public Records of Miami -Dade County, Florida at the Developer's expense and shall inure to the benefit of the City. A copy of the recorded Development Agreement shall be provided to the City Clerk and City Attorney within two weeks of recording. 41. 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. 42. 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 20 of 21 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 the City Code as of the Effective Date, with respect to conflicts of interest. 44. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which,,when'taken together, shall constitute one and the same agreement. NOW WHEREFORE, the Parties have caused this Agreement to be duly executed this day of , 2025. 21 of 21