DEVELOPMENT AGREEMENT BETWEEN

THE CITY OF MIAMI, FLORIDA

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

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

______________, 2018, between Miami Produce Center, LLC, a Delaware limited liability
company, ("Owner"); and the City of Miami, Florida, a municipal corporation and a political
subdivision of the State of Florida ("City"), collectively referred to as the "Parties" to this
Agreement.

RECITALS

WHEREAS, the Owner is the fee simple owner of 8.25 acres of property in Miami-Dade
County, Florida, legally described on Exhibit "A", having a street address of 2140 NW 12th
Avenue, Miami, Florida ("Property"); and

WHEREAS, on June [ ], 2018, the Owner filed an application with the City for approval
of a Special Area Plan ("Miami Produce SAP") in order to develop the Property as a mixed use
development with residential units, retail, restaurants, educational uses, light manufacturing, and
other amenities ("Project"); and

WHEREAS, the Owner received Waiver #[ ] pursuant to Article 3, Section 3.9 of the
Miami 21 Code ("Zoning Ordinance") from the City to allow a ten percent (10%) reduction in
the required minimum acreage of nine (9) acres where the Miami Produce SAP is for
approximately 8.25 acres; and

WHEREAS, the proposed Project location in the industrial area of Allapattah will
provide a mix of amenities and resources not previously available in that neighborhood for use
and enjoyment by not only the residents and patrons of the Property, but also the general public;
and

WHEREAS, the proposed Project will create certain recurring fiscal benefits for the
City’s tax base as well as much needed temporary and permanent jobs for the City’s residents;
and

WHEREAS, the Parties wish for the development to proceed substantially in accordance
with the "Miami Produce SAP Regulating Plan and Design Concept Book" attached as Exhibit
"B" ("Regulating Plan and Design Concept Book"); and

WHEREAS, as a condition to the approval of the Miami Produce SAP, the Owner and
the City must enter into a development agreement pursuant to Article 3, Section 3.9 of the
Zoning Ordinance and the Florida Local Government Development Agreement Act, Florida
Statutes, 163.3220 through 163.3243; and

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 WHEREAS, assurances to the Owner that they may proceed in accordance with existing
laws and policies, subject to the conditions of a development agreement, strengthens the public
planning process, encourages sound capital improvement planning and financing, assists in
assuring there are adequate capital facilities for the development, encourages private
participation in comprehensive planning, and reduces the economic costs of development; and

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

2018, has authorized the City Manager to execute this Agreement upon the terms and conditions
as set forth below, and the Owner has been duly authorized to execute this Agreement upon the
terms and conditions set forth below.

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

hereby understood and agreed:

The recitals are true and correct and are incorporated into and made a part of this
Agreement.

Section 1. Consideration. The Parties hereby agree that the consideration and obligations
recited and provided for under this Agreement constitute substantial benefits to all Parties and
thus adequate consideration for this Agreement.

Section 2. Rules of Legal Construction.

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

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

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

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

(d) The terms "hereunder", "herein", "hereof", "hereto", and such similar terms shall
refer to the instant Agreement in its entirety and not to individual sections or
articles;

(e) The Parties hereto agree that this Agreement shall not be more strictly construed
against any individual party as all Parties are drafters of this Agreement; and

(f) The attached exhibits shall be deemed adopted and incorporated into the
Agreement; provided, however, that this Agreement shall be deemed to control in
the event of a conflict between the attachments and this Agreement.

Section 3. Definitions. Capitalized terms that are not specifically defined herein shall have
the meaning given in the Zoning Ordinance.

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

"City" means the City of Miami, a municipal corporation of the State of Florida,
and all departments, agencies, and instrumentalities subject to the jurisdiction
thereof.

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

Comprehensive Neighborhood Plan (MCNP) adopted by the City pursuant to
Chapter 163, Florida Statutes, meeting the requirements of Sections 163.3177,
163.3178, and 163.3221(2), Florida Statutes, which is in effect as of the Effective
Date of the Agreement.

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

Florida.

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

Exhibit "B" attached to this Agreement.

"Development" means the carrying out of any building activity, the making of
any material change in the use or appearance of any structure or land, or the
dividing of land into three (3) or more parcels and such other activities described
in Section 163.3221(4), Florida Statutes.

"Effective Date" is the date of recordation of the executed, original version of

this Agreement.

"Existing Zoning" is the applicable zoning designation and land

development regulations of the Zoning Ordinance, the City Charter, and
the City Code in effect as of the time of the effective date of this
Agreement.

"Land" means the earth, water, and air above, below, or on the surface, and
includes any improvements or structures customarily regarded as land.

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

development regulations, and rules adopted by a federal, local or State
government affecting the Development of Land.

"Public Facilities" mean major capital improvements, including, but not limited
to, transportation, sanitary sewer, solid waste, drainage, potable water,
educational facilities, parks and recreational facilities, streets, parking and health
systems and facilities.

"Parties" means the Owner and the City.

"Regulating Plan" means the Regulating Plan as described in Exhibit "B"

attached to this Agreement.

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Section 4. Purpose. The purpose of this Agreement is for the City to authorize the Owner to
redevelop the Properties pursuant to the Miami Produce SAP. This Agreement will establish, as
of the Effective Date, the land development regulations that will govern the Development of the
Property, thereby providing the Parties with additional certainty during the Development
process. This Agreement satisfies the requirements of Article 3, Section 3.9.1.f. of the Zoning
Ordinance.

Section 5. Intent. The Owner and the City intend for this Agreement to be construed and
implemented so as to effectuate the purpose of the Miami Produce SAP, this Agreement, the
Comprehensive Plan, Existing Zoning, and the Florida Local Government Development
Agreement Act, s. 163.3220 - 163.3243, Florida Statutes.

Section 6. Applicability. This Agreement only applies to the Property identified in Exhibit
"A."

Section 7. 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 and filed with the City Clerk. The term of this Agreement may be extended by mutual
consent of the Parties subject to a public hearing, pursuant to s. 163.3225, Florida Statutes. This
Agreement shall become effective on the Effective Date and shall constitute a covenant running
with the land that shall be binding upon, and inure to, the benefit of the Owner, its successors,
assigns, heirs, legal representatives, and personal representatives. If the Property is submitted to
condominium ownership, then the association or other entity designated to represent all of the
condominium ownership interests as to the Property, as may be applicable, shall be the proper
entity or entities to execute any such release for properties in a condominium form of ownership
after City approval as discussed herein.

Section 8. Regulating Plan and Design Concept Book. The Property is intended to be
developed and used substantially in accordance with the Regulating Plan and Design Concept
Book as described in Exhibit "B" attached to this Agreement.

Section 9. Zoning, Permitted Development Uses, and Building Intensities. The City has
designated the Property as Miami Produce SAP on the official zoning Atlas of the City, pursuant
to the applicable procedures in the Zoning Ordinance. As part of the Miami Produce SAP
process, the Property is being rezoned to T6-24-O. The Regulating Plan and Design Concept
Book attached as Exhibit "B" provides for any deviations from the underlying regulations of the
Zoning Ordinance. In approving the Miami Produce SAP, the City has determined that the uses,
intensities, and densities of Development permitted thereunder are consistent with the
Comprehensive Plan and the Zoning Ordinance. Signage and deviations to the regulations in the
Zoning Ordinance are articulated further in the Regulating Plan and Design Concept Book and
will be approved administratively in accordance with these regulations.

Section 10. Future Development. Development within the Miami Produce SAP is intended
to be developed substantially in accordance with the Regulating Plan and Design Concept Book
attached as Exhibit "B". The criteria to be used in determining whether future Development shall
be approved are consistent with the Comprehensive Plan, this Agreement, and the Miami
Produce SAP. The Comprehensive Plan, this Agreement, and the Miami Produce SAP shall

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govern Development of the Property for the duration of the Agreement. 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, have been made after 30 days'
prior written notice to the Owner and after a public hearing. Pursuant to Section 163.3233(3),
Florida Statutes, a prohibition on downzoning supplements, rather than supplants, any rights that
may be vested to the Owner under Florida or Federal law. As a result, the Owner may challenge
any subsequently adopted changes to land development regulations based on (a) common law
principles including, but not limited to, equitable estoppel and vested rights; or (b) statutory
rights which may accrue by virtue of Chapter 70, Florida Statutes.

Section 11. Local Development Permits. The Project may require additional permits or
approvals from the City, County, State, or Federal government and any division thereof. Subject
to required legal processes and approvals, the City shall make a good faith effort to take all
reasonable steps to cooperate with and facilitate all such approvals. Such approvals include,
without limitation, the following approvals and permits and any successor or analogous
approvals and permits:

(a) Subdivision plat or waiver of plat approvals;

(b) Covenant in Lieu of Unity of Title or Unity of Title acceptance or the release of
existing unities or covenants;

(c) Building permits;

(d) Certificates of use or occupancy;

(e) Stormwater Permits; and

(f) Any other official action of the Federal, City, County, State or any other government
agency having the effect of permitting development of the Property.

In the event that the City substantially modifies its land development regulations regarding site
plan approval procedures, authority to approve any site plan for the Project shall be vested solely
with the City Manager, with the recommendation of the Planning Director or any other relevant
party. Any such site plan shall be approved if it meets the requirements and criteria of the Zoning
Ordinance, the Comprehensive Plan, and the terms of this Agreement.

Section 12. Utilities and Easements. The Owner understands and agrees that the utilities
presently serving the Property may be insufficient for the Development of the Project. The
Owner agrees that it will, at its sole cost and expense, make any and all changes, improvements,
alterations, or enhancements to these facilities necessary or appropriate to provide the required
level of service to the Property in order to comply with applicable laws without materially
diminishing the service to other properties within the City.

Section 13. Compliance With Florida Building Code, Florida Fire/Life Safety Laws, and
all Applicable Laws. The Owner shall at all times in the Development and operation of the
Project comply with all applicable laws, ordinances, and regulations including but not limited to

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the Florida Building Code and Florida Life Safety codes to ensure the safety of all Project and
City residents and guests. Specifically and without limitation, the Owner will install and
construct all fire safety equipment and water lines required pursuant to all applicable laws.

Section 14. Notice. All notices, demands, and requests which are required to be given
hereunder shall, except as otherwise expressly provided, be in writing and delivered by personal
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, FL 33133

With a copy to:

City Attorney
Miami Riverside Center
444 S.W. 2nd Ave., 9th Floor
Miami, FL 33130

To Miami Produce Center, LLC/Owner:

Robert Wennett
UIA Management, LLC
1111 Lincoln Road, Suite 760
Miami Beach, FL 33139

With a copy to:

Javier F. Aviñó, Esq.
Bilzin Sumberg Baena Price and Axelrod, LLP
1450 Brickell Avenue, 23rd Floor
Miami, FL 33131

Any party to this Agreement may change its notification address(es) by providing written
notification to the remaining Parties pursuant to the terms and conditions of this section.

Section 15. Environmental. The City finds that the proposed Project will confer a significant
net improvement upon the publicly accessible tree canopy in the area. The Parties agree that the
Owner will comply with the intent and requirements of Chapter 17 of the City Code within the
Miami Produce SAP where required.

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Section 16. Alcoholic Beverage Sales. Upon approval of this Agreement, pursuant to Chapter
4 of the City Code, a Retail Specialty Center is hereby designated for the Miami Produce SAP.
Planning, Zoning and Appeals Board and/or City Commission approval shall not be required for
Alcohol Service Establishments as principal uses to be located within the Miami Produce SAP.
Such Alcohol Service Establishments may utilize a series 2-COP, 3PS, 4COP quota, or another
alcoholic beverage license notwithstanding any other requirements of the City Code. The
maximum number of Alcohol Service Establishments within the Retail Specialty Center shall not
exceed five (5) Alcohol Service Establishments, exclusive of any such establishments in
existence as of the date of this Agreement, and also exclusive of any bona fide licensed
Restaurants where the sale of alcoholic beverages is entirely incidental to, and in conjunction
with, the principal use of the sale of food (e.g. bona fide, food service establishments, regardless
of type or series of alcoholic beverage licensure utilized). If the Miami Produce SAP Retail
Specialty Center is located within a Specialty District or Entertainment District, the Alcohol
Service Establishments within the Retail Specialty Center shall not be counted against the total
number of Alcohol Service Establishments allowed within the Specialty District or
Entertainment District. The number of approved Alcohol Service Establishments may be
increased by amendment to this Agreement before the City Commission and Section 20 of this
Agreement.
Section 17. Public Benefits Pursuant to this Agreement. The proposed Project will create a
public benefit by providing a mix of amenities and resources not previously available in the
industrial area of Allapattah and by creating certain recurring fiscal benefits for the City’s tax
base and temporary and permanent jobs for the City’s residents. The public benefits set forth in
this Section may be provided in phases as and when the various portions of the Project are
developed.

(a) Job Creation & Employment Opportunities. Generally, the Owner shall consult
with local and state economic development entities regarding job training and job
placement services for area City residents seeking employment opportunities with
potential employers which will locate or establish a business within the Miami
Produce SAP.

(b) Connectivity. The Miami Produce SAP is intended to provide a private pedestrian
and vehicle promenade, providing thru-site connectivity between NW 13th Avenue
and NW 12th Avenue. This promenade is intended to be aligned with NW 21st
Terrace and create an enhanced pedestrian experience as well as aide traffic
circulation around and through the Project.

(c) Enable and Promote Use of Public Transit. The Miami Produce SAP is intended to
provide direct connectivity to the adjacent Santa Clara Metrorail Station and promote
the use of the Metrorail through the provision of directional signage and design
elements.

(d) Incorporation of Neighborhood Character. The Owner will use reasonable efforts
to retain the industrial character of the Property in harmony with the surrounding
neighborhood context. In addition to the incorporation of industrial design elements,

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 the Miami Produce SAP may include manufacturing-enabled retail uses or similar
light industrial uses to retain the historic activities of the area.

Section 18. Multiple Ownership. Owner shall have the right to develop the Project in
phases, to sell or lease portions of the Project to third party developers, to condominiumize the
Project (or portions thereof) and/or to enter into joint ventures for portions of the Project with
third parties. In the event of multiple ownership subsequent to the approval of the Agreement,
each of the subsequent owners, mortgagees, and other successors having interest in the Property
(or any portion thereof, including condominium unit owners) shall be bound by the terms and
provisions of this Agreement as covenants that run with the Property.

Section 19. Common Area Maintenance. The Owner will create, prior to the conveyance of
any portion of the Property (less than the entire Property), a declaration of covenants, conditions
and restrictions, easement and operating agreement or similar instrument, which shall provide for
the maintenance of all common areas, private roadways, cross-easements, and other amenities
common to the Property. This Agreement shall not preclude the Owner(s) of the Property from
maintaining their own buildings or common areas not common to the Property. Such declaration,
easement and operating agreement or similar instrument shall be subject to the approval of the
City Attorney.

Section 20. Modification. The provisions of this Agreement may be amended, added to,
derogated, deleted, modified, or changed from time to time only by recorded instrument executed
by the Owner, and the City after public hearing before the City Commission. If the Property is
submitted to condominium ownership, then the association or other entity designated to represent
all of the condominium interests as to the Property, as may be applicable, shall be the proper
entity or entities to execute any such instrument described herein for properties in a
condominium form of ownership after approval by the City and public hearing before the City
Commission.

Section 21. Enforcement. The City, its successor or assigns, and the Owner shall have the
right to enforce any of the provisions of this Agreement. Enforcement shall be by action at law
or in equity against any party or person violating or attempting to violate any covenants, either to
restrain violation or to recover damages or both. The prevailing party in the action or suit shall
be entitled to recover, in addition to costs and disbursements allowed by law, such sum as the
court may adjudge to be reasonable for the services of its attorney. Additionally, the City may
enforce this Agreement by any means allowed by law, including but not limited to injunction or
via Chapter 2, Article X of the City Code.

Section 22. Authorization to Withhold Permits and Inspections. In the event the Owner is
obligated to make payments or improvements under the terms of this Agreement or to take or
refrain from taking any other action under this Agreement, and such obligations are not
performed prior to the expiration of any applicable notice and/or cure period, in addition to any
other remedies available, the City is hereby authorized to withhold any further permits for the
Property and refuse any inspections or grant any approvals, with regard to any portion of the
Property until such time this Agreement is complied with.

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Section 23. Exclusive Venue, Choice of Law, Specific Performance. It is mutually
understood and agreed by all the Parties hereto that this Agreement shall be governed by the laws
of the State of Florida, and any applicable federal law, both as to interpretation and performance,
and that any action of law, suit in equity, or judicial proceedings for the enforcement of this
Agreement or any provision hereof shall be instituted only in the courts of the State of Florida or
federal courts and venue for any such actions shall lie exclusively in a court of competent
jurisdiction in Miami-Dade County. In addition to any other legal rights, the City and the Owner
shall each have the right to specific performance of this Agreement in court. If an action is
brought in a court of competent jurisdiction, the prevailing party will be entitled to reasonable
attorneys’ fees as the court may adjudge and all costs incurred. Each party waives any defense,
whether asserted by motion or pleading, that the aforementioned courts are an improper or
inconvenient venue. Moreover, the Parties consent to the personal jurisdiction of the
aforementioned courts and irrevocably waive any objections to said jurisdiction. The Parties
irrevocably waive any rights to a jury trial.

Section 24. Severability. Invalidation of any of the sections in this Agreement, by judgment
of court in any action initiated by a third party, in no way shall affect any of the other provisions
of this Agreement, which shall remain in full force and effect.

Section 25. Events of Default.

(a) The Owner shall be in default under this Agreement if the Owner fails to perform
or is in breach of any term, covenant, or condition of this Agreement which is not
cured within thirty (30) days after receipt of written notice from the City
specifying the nature of such breach; provided, however, that if such breach
cannot reasonably be cured within thirty (30) days, then Owner shall not be in
default if it commences to cure such breach within said thirty (30) day period,
diligently prosecutes such cure to completion, and notifies the City in writing of
its attempt to comply.

(b) The City shall be in default under this Agreement if the City fails to perform or
breaches any term, covenant, or condition of this Agreement and such failure is
not cured within thirty (30) days after receipt of written notice from the Owner
specifying the nature of such breach; provided, however, that if such breach
cannot reasonably be cured within thirty (30) days, the City shall not be in default
if it commences to cure such breach within said thirty (30) day period and
diligently prosecutes such cure to completion, and notifies the Owner in writing
of its attempt to comply.

(c) It shall not be a default under this Agreement if either party is declared bankrupt
by a court of competent jurisdiction after the Project has been built. All rights and
obligations in this Agreement shall survive such bankruptcy of either party. The
Parties hereby forfeit any right to terminate this Agreement upon the bankruptcy
of the other party.

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 (c) The default of any Owner or successor or Owner of any portion of the Owner’s
rights hereunder shall not be deemed a breach by any other Owner, or any other
successor or Owner of any portion of the rights of the Owner hereunder or any
other successor.

Section 26. Remedies Upon Default.

(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 Owner and the City agree that any party may seek
specific performance of this Agreement, and that seeking specific performance
shall not waive any right of such party to also seek monetary damages, injunctive
relief, or any other relief other than termination of this Agreement. If an action is
brought in a court of competent jurisdiction to seek specific performance, the
prevailing party will be entitled to reasonable attorneys’ fees as the court may
adjudge and all costs incurred

Section 27. Obligations Surviving Termination Hereof. Notwithstanding and prevailing

over any contrary term or provision contained herein, in the event of any lawful termination of
this Agreement, the following obligations shall survive such termination and continue in full
force and effect until the expiration of a one (1) year term following the earlier of the effective
date of such termination or the expiration of the Term: (i) the exclusive venue and choice of law
provisions contained herein; (ii) rights of any party arising during or attributable to the period
prior to expiration or earlier termination of this Agreement; and (iii) any other term or provision
herein which expressly indicates either that it survives the termination or expiration hereof or is
or may be applicable or effective beyond the expiration or permitted early termination hereof.

Section 28. Lack of Agency Relationship. Nothing contained herein shall be construed as
establishing an agency relationship between the Parties nor its employees, agents, contractors,
subsidiaries, divisions, affiliates, or guests shall be deemed agents, instrumentalities, employees,
or contractors of the City for any purpose hereunder, and the City, its contractors, agents, and
employees shall not be deemed contractors, agents, or employees of the Owner or its
subsidiaries, divisions, or affiliates.

Section 29. Cooperation.

(a) The Parties agree to cooperate with each other to the full extent practicable
pursuant to the terms and conditions of this Agreement. The City shall use its
best efforts to expedite the permitting and approval process in an effort to assist
the Owner in achieving its Development and construction milestones. The City
will accommodate requests from the Owner or the Owner's general contractor and
subcontractors for review of phased or multiple permitting packages, as allowed
by law or as approved by the Building Official in consultation with the Planning
Director or any other relevant parties, such as those for excavation, site work and
foundations, building shell, core, and interiors.

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 (b) Notwithstanding the foregoing, the City shall not be obligated to issue
Development permits to the extent the Owner does not comply with the applicable
requirements of the Zoning Ordinance, the Comprehensive Plan, this Agreement,
or any applicable building codes.

Section 30. Recording. This Agreement shall be recorded in the Public Records of Miami-
Dade County, Florida at the Owner’s expense and shall inure to the benefit of the City. A copy
of the recorded Agreement shall be provided to the City Manager, City Clerk, and City Attorney
within two (2) weeks of recording.

Section 31. Successor(s), Assigns, and Designees. The covenants and obligations set forth in
this Agreement shall extend to the Owner, 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.

Section 32. Approvals. Whenever any matter set forth herein is made subject to the approval
of the City, the City Manager and/or the City Attorney, the approval shall be expressed in writing
and the City, the City Manager and/or the City Attorney (as applicable) shall not be unreasonably
withhold, delay or condition any such approval. The failure to grant or withhold any such
approval within five (5) business days after receipt of written notice requesting the same (or such
other time period as may be expressly provided in this Agreement), shall be deemed approval of
such matter.

Section 33. Time. Time shall be of the essence for the performance of all obligations of the
Owner and the City under this Agreement. Whenever this Agreement provides for or
contemplates a period of time for performance of any obligation, such time period shall be
calculated using calendar days, except when such time period is expressly stated to be calculated
in business days. Any date in this Agreement which falls upon a Saturday, Sunday or legal
holiday (defined as any weekday upon which banks in Miami, Florida are not open for business)
shall be deemed to be extended to the next business day. The term "business day" as used in this
Agreement means any day that is not a Saturday, Sunday, or legal holiday.

Section 34. Limitation of Liability. In no event shall any of the officers, directors,
shareholders, partners, members, managers, employees or agents of Owner, or any subsidiaries
or affiliates of Owner, ever be personally liable for any judgment against Owner under this
Agreement. All of the officers, directors, shareholders, partners, members, managers, employees
or agents of Owner, and any subsidiaries or affiliates of Owner, including, without limitation,
Robert S. Wennett, Wellspring Investments Management I, LLC, a Delaware limited liability
company, Urban Investments Advisors, LLC, a Delaware limited liability company, and UIA
Management, LLC, a Delaware limited liability company are hereby unconditionally and
irrevocably released, satisfied and forever discharged of and from any and all actions, causes of
action, claims, demands, losses, costs and expenses, whether direct, contingent or consequential,
liquidated or unliquidated, at law or in equity, that the City has or may or shall have against
Owner arising out of this Agreement.

Section 35. Estoppel. The City shall, within ten (10) business days of its receipt of a written
request from Owner, provide Owner with a written estoppel certificate duly executed stating: (a)

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to the best of the City's knowledge, whether Owner is in default or violation of this Agreement
and setting forth with specificity the default or violation (if any); (b) that this Agreement is in
full force and effect and identifying any amendments to the Agreement as of the date of such
certificate; and (c) such other information as may be reasonably requested by Owner or any
prospective purchaser or lender. Such estoppel certificate shall be certified to Owner and any
prospective purchaser and/or lender, as applicable.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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 IN WITNESS WHEREOF, these presents have been executed this _____ day of
_______, 2018.

MIAMI PRODUCE CENTER, LLC, a Delaware

limited liability company

By: UIA Management, LLC, a Delaware limited

liability company, its Manager

By: Urban Investments Advisors, LLC,

a Delaware limited liability
company, its Sole Member

By: Wellspring Investments

Management I, LLC, a
Delaware limited liability
company, its Managing
Member

By:_____________________
Name: Robert S. Wennett
Title: Managing Member

STATE OF FLORIDA )
) SS
COUNTY OF MIAMI-DADE )

The foregoing instrument was acknowledged before me this ____ day of ___________,
2018, by Robert S. Wennett, the Managing Member of Wellspring Investments Management I,
LLC, a Delaware limited liability company, the Managing Member of Urban Investments
Advisors, LLC, a Delaware limited liability company, the Sole Member of UIA Management,
LLC, a Delaware limited liability company, the Manager of Miami Produce Center, LLC, a
Delaware limited liability company, on behalf of such limited liability companies. He is ( )
personally known to me or ( ) produced a valid driver's license as identification.

Notary Public:
Sign Name:
Print Name:

My Commission Expires:
[NOTARIAL SEAL)

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 IN WITNESS WHEREOF, these presents have been executed this _____ day of
_______, 2018.

ATTEST: CITY OF MIAMI, a municipal corporation

_____________________________ BY:
Todd Hannon, City Clerk Emilio T. Gonzalez, City Manager

APPROVED AS TO FORM AND

CORRECTNESS:

_____________________________
Victoria Méndez
City Attorney

MIAMI 5862989.5 83329/85503

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 JOINDER BY MORTGAGEE

SunTrust Bank, a Georgia banking corporation, being the holder of that certain Mortgage,
Assignment of Rents, Security Agreement and Fixture Filing dated August 31, 2016, executed by
Miami Produce Center, LLC, a Delaware limited liability company, and recorded in Official
Records Book 30224, Page 931, in the Public Records of Miami-Dade County, Florida, together
with all modifications thereto (the "Mortgage"), hereby consent to the filing of, and agrees that
the Mortgage shall be subordinate to, the foregoing Development Agreement.

Signed, Sealed and Delivered SUNTRUST BANK, a Georgia banking

in the presence of: corporation

Sign _______________________________ By: ___________________________

Name: _________________________
Print Name _________________________ Title: __________________________

Sign _______________________________

Print Name _________________________

STATE OF FLORIDA )
) SS:
COUNTY OF _________________ )

The foregoing instrument was acknowledged before me this ____ day of __________,
20__, by __________________, as __________________ of SUNTRUST BANK, a Georgia
banking corporation, on behalf of said corporation. He/She is ( ) personally known to me or
( ) has produced a Florida driver’s license as identification.

_______________________________
Notary Public, State of Florida

My Commission Expires:

MIAMI 5862989.5 83329/85503

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 EXHIBIT "A"

LEGAL DESCRIPTION

MIAMI 5862989.5 83329/85503

16
 EXHIBIT "B"

REGULATING PLAN AND DESIGN CONCEPT BOOK

MIAMI 5862989.5 83329/85503

17