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Prepared By and Return to: Alexander Tachmes, Esq. Shutts & Bowen LLP Suite 4100 200 South Biscayne Boulevard Miami, Florida 33131 SPACE ABOVE THIS [ NE FOR RECORDING DATA ASSIGNMENT AND ASSUMPTION AGREEMENT AND TERMINATION OF SUBLEASE This ASSIGNMENT AND ASSUMPTION AGREEMENT AND TERMINATION OF SUBLEASE (this "Assignment and Assumption Agreement") is made as of , 2016 (the "Effective Date") by and among PARROT JUNGLE AND GARDENS OF WATSON ISLAND, INC., a Florida corporation, fik/a PARROT JUNGLE AND GARDENS, INC., a Florida corporation, whose address is 1111 Parrot Jungle Trail, Miami, Florida 33132 ("Assignor"), PJG WATSON, L.L.C., a Florida limited liability company, whose address is 1111 Parrot Jungle Trail, Miami, Florida 33132 ('Subtenant"), ESJ J.I. LEASEHOLD, LLC, Florida limited liability company, whose address is 19950 West Country Club Drive, Suite 800, Aventura, Florida 33180 ("Assignee"). and THE CITY OF MIAMI, a Florida municipal corporation, whose principal address is 3500 Pan American Drive Miami , FL 33133-5595 (the "City"), on behalf of its Department of Real Estate and Asset Management, whose address is 444 S.W. 2'd Avenue, Third Floor, Miami, Florida 33130 (the "Department"), BACKGROUND: A. The City Commission, pursuant to Resolution No. 95-415, adopted May 29, 1995, a copy of which is attached hereto as Exhibit A and made part hereof, authorized the issuance of a request for proposals on August 29, 1995, for the development and operation of a botanical garden attraction and related entertainment and retail facilities on Watson Island ("Jungle Island"). B. The City Commission, pursuant to Resolution No. 95-676, adopted September 28, 1995, a copy of which is attached hereto as Exhibit B and made part hereof, accepted the proposal submitted by Assignor for the development and operation of Jungle Island and directed the City Manager to commence negotiations for a lease agreement, subject to specific requirements and those of the City Charter and City Code, MIADOCS 13317638 10 39988.0010 C. The City Commission„ pursuant to Resolution 95-677, adopted September 28, 1995, a copy of which is attached hereto as Exhibit C and made part hereof, called a special municipal election to be held in the City for the purposes of submitting to the qualified electors of the City for their approval or disapproval of the proposed execution of a lease agreement between the City and Assignor for the develop ent and operation of Jungle Island. D. The City Commission, pursuant to Resolution 95-782, adopted November 15, 1995, a copy of which is attached hereto as Exhibit D and made part hereof, accepted the City Clerk's certification and declaration of the results of the special municipal election held on November 7, 1995 at which a majority of votes of qualified electors was cast approving the proposed execution of a lease agreement between the City and Assignor for the development and operation of Jungle Island, E. The City Commission, pursuant to Resolution 966-555, adopted July 25, 1996, a copy of which is attached hereto as Exhibit E and made part hereof, authorized the City Manager to enter into an agreement with the State of Florida Board of Trustees of the Internal improvement Trust (the "Board of Trustees") for the partial modification of the deed restrictions affecting Jungle Island which agreement was executed by and between the Board of Trustees and the City and recorded in Official Records Book 19072, Page 4830, Public Records of Miami -Dade County, Florida, a copy of which is attached hereto as Exhibit F and made a part hereof. F. As contemplated by and authorized by the resolutions described in Paragraphs A through E above and the partial modification of deed restrictions described in Paragraph E above, the City, as landlord, and Assignor, as tenant, entered into that certain Lease and Development Agreement dated September 2, 1997, as amended by that certain Modification to Lease and Development Agreement dated April 14, 2000 by and between the City and Assignor, as further amended by that certain Modification to Lease and Development Agreement dated August 13, 2002 by and between the City and Assignor, as further amended by that certain Third Modification to Lease and Development Agreement dated October 29, 2008 by and between the City and Assignor, and as further amended by that certain Fourth Modification to Lease and Development Agreement dated June 24, 2009 by and between the City and Assignor (collectively, the "Lease"), which Lease is memorialized by Memorandum of Lease recorded in Official Records Book 19946, Page 1, as modified by instrument recorded in Official Records Book 20602, Page 3487, each in the Public Records of Miami -Dade County, Florida, and which Lease, inter alia, demises a leasehold estate in favor of Assignor in the real property described in Exhibit G attached hereto and made a part hereof (the "Land"). G. Assignor, as sublandlord, and Subtenant, as subtenant, entered into that certain Sublease dated October 1, 2000, as amended by that certain First Modification of Sublease dated as of August 13, 2002 by and between Assignor and Subtenant (collectively, the "Sublease"), which Sublease is memorialized by Memorandum of Sublease recorded in Official Records Book 19446, Page 8, as modified by instrument recorded in Official Records Book 20602, Page 3495, each in the Public Records of 2 MIADOCS 13317633 10 39938.0010 Miami -Dade County, Florida, which Sublease demises a subleasehold estate in favor of Subtenant in: (i) the Land, (ii) all buildings, structures and other improvements located on the Land, and (iii) any and all fixtures attached to or incorporated therein (collectively, the "Subleasehold Estate"). H. On January 9, 2001, Miami -Dade County, Florida, a political subdivision of the State of Florida (the "County") made a loan to Assignor and Subtenant in the original principal amount of Twenty -Five Million and No/100 Dollars ($25,000,000.00) (the "County HUD Loan") pursuant to that certain Development Agreement dated April 20, 2000, by and between the County, Assignor and the City, as amended by (i) that certain Amendatory Agreement dated August 25, 2003 and (ii) that certain Amendment to Development Agreement dated August 3, 2007 (collectively, the "Development Agreement"). The County HUD Loan and Assignor's and Subtenant's obligations under the Development Agreement are: (a) further evidenced by a Promissory Note, dated January 9, 2001, made by Assignor and Subtenant in favor of the County, and (b) secured inter alia by a Florida Leasehold Mortgage, Assignment of Leases and Rents and Security Agreement by Seller in favor of the County, dated January 9, 2001 and recorded January 10, 2011 in Official Records Book 19446, Page 48 of the Public Records of Miami -Dade County, Florida (the "County HUD Mortgage") and other related loan documents, all as more particularly described on Exhibit_10" attached hereto (collectively, the "County HUD Loan Documents"), as set forth Resolution No. 916-06 adopted by the Board of County Commissioners on July 18, 2006 The County Loan was made in connection with the development of Jungle Island and the County HUD Mortgage encumbers, inter alia, the Leasehold Estate (defined in Paragraph L below), Pursuant to the provisions of the Development Agreement, Assignor and Subtenant are obligated to make payments to the County with respect to the aviary located at Jungle Island (defined in the Development Agreement as the "Aviary Payments"). J. On August 21, 2003, the County made a loan to Assignor in the original principal amount of One Million and no/100 Dollars ($1,000,000.00) (the "$1M County Loan"), pursuant to that certain Loan Agreement dated in August, 2003 by and between Assignor and the County and which is evidenced by that certain Promissory Note dated August 21 2003 made by Assignor in favor of the County, as amended by Amendment to Promissory Note dated August 3, 2007 by and between Assignor and the County (collectively, the "$1M County Loan Documents"). K. On August 3, 2007 the County made a loan to Assignor in the original principal amount of Four Million Seven Hundred One Thousand' Seven Hundred Eighty - Two and no/100 Dollars ($4,701,782,00) (the "$4.7M County Loan"), pursuant to that certain Loan Agreement dated August 3, 2007 by and between Assignor and the County and which is evidenced by that certain Promissory Note dated August 3, 2007 made by Assignor in favor of the County (collectively, the 14,7M County Loan Documents"), MIADOCS 13317638 10 39988 0010 L. As further security for the County HUD Loan, (i) Bernard M. Levine ("Mr. Levine") and Mary Levine ("Mrs. Levine", and together with Mr. Levine, the "Guarantors") executed: (a) a Continuing Guaranty and (b) a joinder Guaranty to Environmental Indemnity Agreement, each dated January 9, 2001, in favor of the County, and (ii) Mr. Levine executed a collateral assignment of term life insurance policy issued by Ohio National Financial Services in favor of the County (collectively the "Guarantor County HUD Documents."). M. As further security for the $1M County Loan, Guarantors executed that certain Continuing Guaranty dated August 21, 2003 in favor of the County (the "$11V1, County Loan Guaranty"), N. As further security for the $4,7M County Loan, Mr. Levine executed that certain Continuing Guaranty dated August 3, 2007 in favor of the County (the "$4.7M County Loan Guaranty"). O. The County funded the County HUD Loan by virtue of a $25,000,000.00 loan guaranteed by the United States Department of Housing and Urban Development ("HUD") which was advanced to the County on June 14, 2000 pursuant to the United States Section 108 Loan Guarantee Program (the ''HUD Loan"). P. In accordance with the intent of that certain Joint Participation Agreement dated September 9, 1998 by and between the City and the County, and as authorized by Resolution No. 07-0405, adopted by the City Commission on July 10, 2007, a copy of which is attached hereto as "Exhibit "I" and Resolution No. 886-07, adopted by the Board of County Commissioners on July 24, 2007, the City and the County entered into a Participation Agreement pursuant to which the City assumed eighty percent (80%) of the outstanding principal balance and future interest on the HUD Loan and eighty percent (80°/0) of the outstanding principal balance and future interest on the County HUD Loan, O. The City has been advised of the contemplated sale of certain assets of Assignor and Subtenant to Assignee, including all right, title and interest of Assignor in and to: (i) the Lease, (ii) the Land, (iii) all buildings, structures and other improvements located on the Land, and (iv) any and all fixtures attached to or incorporated therein (collectively, the "Leasehold Estate"), pursuant to that certain Purchase Agreement dated as of December 4, 2015 by and among Assignor and Subtenant, as sellers, and ESJ Real Estate Services, LLC, a Florida limited liability company ('ESJ"), as buyer, as amended to date (collectively, the "Purchase Agreement"), as assigned by ESJ to Assignee and as assumed by Assignee, R. Assignor, Subtenant and Assignee have requested the City Commission's approval of: (i) the assignment and transfer of all right, title and interest of Assignor in and to the Leasehold Estate from Assignor to Assignee in accordance with the provisions of the Lease (such assignment and transfer being a "Transfer" as that term is defined and used in the Lease), (ii) termination of the Sublease, (iii) the assumption by Assignee of the obligations and liabilities of Assignor and Subtenant under the County 4 MIADOCS 13317638 10 39988.0010 Loan HUD Documents, including the obligation to make the Aviary Payments, the $1M County Loan Documents and the $4.7M County Loan Documents, arising from and after the Effective Date, (iv) the release of Assignor and Subtenant form their obligations and liabilities under the County HUD Loan Documents, the $1M County Loan Documents and the $4.7M County Loan Documents; and (v) and the release of Guarantors from their obligations and liabilities under the Guarantor County HUD Documents, the $1M County Loan Guaranty and the $4,7M County Loan Guaranty. S. The Department has found that: (i) Assignor and Assignee have provided the Department with all information and documentation required by the Lease with respect to the Transfer of the Leasehold Estate by Assignor to Assignee and (ii) the Transfer to Assignee of all of Assignor's right, title and interest in and to the Leasehold Estate satisfies all criteria imposed by the provisions of Article 8 of the Lease with respect to such Transfer. T. The Department has also found that Assignor and Assignee have provided the Department with ali information and documentation required by the Department, the County HUD Loan Documents, the $1M County Loan Documents and the $4,7M County Loan Documents with respect to: (i) the termination of the Sublease, (iii) the assumption by Assignee of the obligations and liabilities of Assignor and Subtenant under the County HUD Loan Documents, including the obligation to make the Aviary Payments, the $1M County Loan Documents and the $4.7M County Loan Documents, arising from and after the Effective Date, (iii) the release of Assignor and Subtenant from their obligations and liabilities under the County HUD Loan Documents, the $1M County Loan Documents and the $4.7M County Loan Documents, and (iv) the release of Guarantors of their obligations and liabilities under the Guarantor County HUD Documents, the $1M County Loan Guaranty and the $4.7M County Loan Guaranty. U, The Department has recommended to the City Commission that all of the following are in the best interests of the City: (i) the Transfer of all right, title and interest of Assignor in and to the Leasehold Estate by Assignor to Assignee, (ii) the termination of the Sublease by Assignor and Subtenant, (iii) the assumption by Assignee of the obligations and liabilities of Assignor and Subtenant under the County HUD Loan Documents), including the obligation to make the Aviary Payments, the $1M County Loan Documents and the $4.7M County Loan Documents, arising from and after the Effective Date, (iv) the release of Assignor and Subtenant from their obligations and liabilities under the County HUD Loan Documents, the $1M County Loan Documents and the $4.7M County Loan Documents, and (v) the release of Guarantors of their obligations and liabilities under the Guarantor County HUD Documents, the $1M County Loan Guaranty and the $4,,7M County Loan Guaranty, The Department has further recommended to the City Commission that Assignor, Subtenant, Assignee and the City enter into this Assignment and Assumption Agreement. V, On 2016, the City Commission adopted Resolution No. , attached hereto and made a part hereof as Exhibit J, authorizing the City Manager to execute this Assignment and Assumption Agreement as of the roADocs 133,17638 110 39988 0010 Effective Date, which shall be the same date as the Closing Date under the Purchase Agreement. NOW, THEREFORE, for good and valuable consideration paid to Assignor and Subtenant by Assignee pursuant to the Purchase Agreement, for good and valuable consideration from Assignor, Subtenant and Assignee for the City Commission's approval and consent, and in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor, Subtenant, Assignee and the City hereby agree as follows: 1. Definitions,. Recitals„ and Incorporations. Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Lease and in the Purchase Agreement, All defined terms and statements contained under "Background" above, and all exhibits and attachments hereto, are true and correct and are hereby expressly incorporated into and made a part of this Agreement. 2. Transfer of the Leasehold Estate, (a) Assignor hereby sells, grants, transfers, assigns, conveys and delivers to Assignee and to its successors and assigns all of Assignor's right, title and interest in and to the Leasehold Estate, including, but not limited to, the security deposit and all interest accrued thereon held by the City pursuant to the provisions of the Lease, and Assignee hereby purchases, acquires and accepts from Assignor, all of Assignor's right, title and interest in and to the Leasehold Estate, including, but not limited to, the security deposit and all interest accrued therein held by the City pursuant to the provisions of the Lease, (b) Assignor represents and warrants to Assignee that Assignor is the owner of the Leasehold Estate and all other interests being assigned hereby, and that such Leasehold Estate and all other interests are free and clear of all Liens (as that term is defined in the Purchase Agreement), charges and encumbrances other than the Permitted Exceptions (as that term is defined in the Purchase Agreement), and subject to the Permitted Exceptions, Assignor will warrant and defend title to the Leasehold Estate unto Assignee, its successors and assigns, against any person or entity asserting any adverse claim by, through or under Assignor, but against none other, (c) The City hereby approves and consents to the Transfer of the Leasehold Estate by Assignor to Assignee pursuant to paragraph 2(a) above and in accordance with the requirements of the Lease, 3. Assumption of Liabilities, (a) Assignee hereby assumes and agrees to pay, perform and discharge when due or required to be performed, all of the obligations and liabilities of the Lessee under the Lease due and payable, accruing or arising from and after the Effective Date, including the payment of rent and other sums due and payable under the 6 MIADOCS 13317638 10 39988.0010 Lease from and after the Effective Date (the "Assumed Liabilities"), subject to the provisions of Paragraph 4 below. (b) Assignor hereby agrees to pay, perform and discharge when due or required to be performed, all of the obligations and liabilities of the Lessee under the Lease due and payable, accruing or arising prior to the Effective Date, including, without limitation, the payment of rent and other sums due and payable under the Lease, or which have accrued but are not yet due and payable under the Lease, at any time prior to the Effective Date or determined by the City after the Effective Date to be due and payable for any time period prior to the Effective Date (the 'Retained Liabilities"), subject to the provisions of Paragraph 4 below, (c) Prior to the Effective Date, the City commenced an audit in accordance with the provisions of the Lease with respect to the amounts owing with respect to the Retained Liabilities for the time period from and including calendar year 2012 to the Effective Date (the "City Audit"), The Retained Liabilities shall include all amounts determined by the City pursuant to the City Audit to be owing by Assignor pursuant to the Lease prior to the Effective Date. If the City Audit has been completed on or prior to the Effective Date, then simultaneously with the execution and delivery of this Assignment and Assumption Agreement, Assignor shall pay to the City that amount of Retained Liabilities determined by the City pursuant to the City Audit to be owing by Assignor pursuant to the Lease prior to the Effective Date, if the City Audit has not been completed on or prior to the Effective Date: (i) the City shall have the right to complete the City Audit after the Effective Date, which the City agrees shall be completed as soon as reasonably practicable after the Effective Date, subject to timely delivery by Assignor to the City of all documents, financial statements and other information required to be delivered by assignor to the City pursuant to the provisions of the Lease necessary for the City to complete the City Audit and (ii) simultaneously with the execution and delivery of this Assignment and Assumption Agreement, Assignor shall deposit the sum of $300,000.00 (the "Retained Liabilities Escrow Funds") in escrow pursuant to an escrow agreement in form and content satisfactory to Assignor and the City Manager (the "Retained Liabilities Escrow Agreement") duly executed by Assignor and the City Manager on behalf of the City, The disposition of the Retained Liabilities Escrow Funds shall be governed by the provisions of the Retained Liabilities Escrow Agreement. (d) The City acknowledges and agrees that Assignee has no obligation or liability with respect to the payment or performance of any of the Retained Liabilities and that the City will exercise any of its rights and remedies solely against Assignor with respect to any unpaid or unperformed Retained Liabilities. For the avoidance of doubt, the City acknowledges and agrees that the failure of Assignor to pay or perform any of the Retained Liabilities due and payable, accruing or arising prior to the Effective Date shall not constitute a default or event of default under the Lease. (e) The City acknowledges and agrees that Assignor has no obligation or liability with respect to the payment or performance of any of the Assumed Liabilities 7 MIADOCS 13317638 10 39988 0010 and that the City will exercise any of its rights and remedies solely against Assignee with respect to any unpaid or unperformed Assumed Liabilities, (f) The City acknowledges and agrees that: (i) the $800,000 loan from the City to Assignor approved in Resolution No, R-09-0180 has been paid in full and all documents evidencing such loan are of no further force and effect and (ii) other than the County HUD Loan, there are no outstanding unpaid loans as of the Effective Date from the City, or in which the City has an interest to either or both of Assignor and Subtenant. 4. Deferred Rent. (a) The City acknowledges and agrees that: (i) As of the Effective Date, the amount of Deferred Rent (as that term is defined and used in Section 5.1(d) of the Lease) for the Deferral Period (as that term is defined and used in Section 5.1(d) of the Lease) is $2,796,899.03, which amount is inclusive of the aggregate of Minimum Annual Rent (as that term is defined and used in the Lease) and Percentage Rent (as that term is defined and used in the Lease) for the Deferral Period. (ii) As of the Effective Date, the aggregate amount of sales and use taxes, fees and any and alA other charges to be paid with respect to the Deferred Rent specified in clause 4(a)(i) above for the Deferral Period (the "'Deferred Rent Sales Tax") is $195 782.93, (iii) Pursuant to the provisions of Section 5.1(d) of the Lease, the amounts specified in clauses 4(a)(i) and 4(a)(ii) above are due and payable on or before December 31, 2020; provided, that pursuant to clause (ii) of Section 5.1(d) of the Lease, if the County HUD Loan is paid in full on or before August 1, 2020, the amounts specified in clauses 4(a)(i) and 4(a)(ii) above shall convert to and become a permanent abatement, except: (A) $800,000.00 of Deferred Rent for the Deferral Period, and (B) the Deferred Rent Sales Tax in the aggregate amount of $56,000.00 required to be paid by Section 5.1(d) of the Lease with respect to such $800,000 of Deferred Rent. (iv) The City acknowledges and agrees that: (A) it has determined to its satisfaction the accuracy of the amounts specified in clauses 4(a)(i), 4(a)(ii) and 4(a)(iii) above based on such documents, financial statements and other information provided by Assignor and Subtenant to the City with respect thereto as required by the provisions of the Lease, (B) it has conducted and completed to its satisfaction an audit in accordance with the provisions of the Lease with respect to the amount of Deferred Rent and Deferred Rent Sales Tax for the Deferral Period, and (C) the amounts specified in clauses 4(a)(i), 4(a)(ii) and 4(a)(iii) above are final and definitive, are not subject to any further adjustments or audit, and are irrevocably binding on the City. 8 MIADOCS '13317638 10 39988..00 (b) Notwithstanding any contrary provisions of Paragraphs 3(a) and 3(b) above, Assignee hereby assumes the obligation to pay and agrees to pay the Deferred Rent specified in clauses 4(a)(1) and 4(a)(iii)(A) above, and the Deferred Rent Sales Tax specified in clauses 4(a)(ii) and 4(a)(iii)(B), in each case, as and when due in accordance with the provisions of Section 5.1(d) of the Lease; provided, however, that the Assignee does not assume any obligation to pay, and shall have no obligation to pay, that amount of Deferred Rent and that amount of Deferred Rent Sales Tax which, in the aggregate, exceeds $2,800,000 00 (collectively, the 'Deferred Rent Cap") (the amounts assumed by the Assignee pursuant to this clause 4(b) are referred to as "Assumed Deferred Rent and Charges"). The City acknowledges and agrees that the obligation to pay any portion of Deferred Rent and Deferred Rent Sales Tax in excess of the Deferred Rent Cap (such excess, the "Retained Deferred Rent and Charges") shall be expressly retained by the Assignor. The City further acknowledges and agrees that Assignee is entitled to exercise the right to and entitled to the benefits of the permanent abatement with respect to Deferred Rent described in clause 4(a)(iii) above. (c) Notwithstanding any contrary provisions of Paragraphs 3(a) and 3(b) above, Assignor hereby agrees to pay the Retained Deferred Rent and Charges as and when due in accordance with the provisions of Section 5,1(d) of the Lease. (d) The City acknowledges and agrees that Assignor has no obligation or liability to the City with respect to the payment of Assumed Deferred Rent and Charges contemplated by Section 5.1(d) of the Lease and Paragraph 4(b) above, and that the City will exercise any rights or remedies solely against Assignee with respect to any default under the Lease regarding unpaid Assumed Deferred Rent and Charges required to be paid pursuant to Section 5.1(d) of the Lease. (e) The City acknowledges and agrees that Assignee has no obligation or liability to the City with respect to the payment of Retained Deferred Rent and Charges contemplated by Section 5,1(d) of the Lease and Paragraph 4(c) above, and that the City will exercise any rights or remedies solely against Assignor with respect to any unpaid Retained Deferred Rent and Charges required to be paid pursuant to Section 5,1(d) of the Lease and Paragraph 4(c) above. For the avoidance of doubt, the City acknowledges and agrees that the failure of Assignor to pay or perform any of the Retained Deferred Rent and Charges required to be paid pursuant to Section 5.1(d) of the Lease and Paragraph 4(c) above shall not constitute a default or event of default under the Lease with respect to the Assignee. (f) Nothing in this Paragraph 4 shall constitute a release, waiver or impairment of any terms, provisions or condition of the Purchase Agreement regarding the respective obligations and liabilities of Assignor, Subtenant and Assignee with respect to the payment of Deferred Rent and all other sums to be paid under Section 5 1(d) of the Lease. Consent to Assumption of County Loan Documents and Release of Guarantors. Pursuant to the Resolution referred in Paragraph V under "Background" above, the City Manager is authorized to execute and deliver, on or before the Effective 9 M1ADOCS 133'17638 10 39988.0010 Date, a joinder (the "Joinder"), in form and content satisfactory to the City Manager pursuant to which the City consents to the execution and delivery by the County, Assignor, Subtenant, Guarantors and Assignee of an Assumption of Florida Leasehold Mortgage, Assignment of Leases and Rents and Security Agreement and Other Loan Documents and Termination of Sublease (the "County Loans Assumption") which shall be executed and delivered by the County, Assignor, Subtenant, Guarantors and Assignee on the Effective Date. The Joinder shall be attached to and made a part of the County Loans Assumption executed and delivered by the County, Assignor, Subtenant, Guarantors and Assignee, The County Loans Assumption: (a) shall provide for (i) the consent of the County to the Transfer of the Leasehold Estate to Assignee as contemplated by Paragraph 2 above, (ii) the consent of the County to the termination of the Sublease as contemplated by Paragraph 6 above, (iii) the assumption by Assignee of the obligations and liabilities of Assignor and Subtenant under the County HUD Loan Documents, including the obligation to make the Aviary Payments, the County $1M Loan Documents and the County $4.7M Loan Documents arising and after the Effective Date, (iv) the release of Assignee and Subtenant from their obligations and liabilities under the County HUD Loan Documents, the S1 M County Loan Documents and the $4.7M County Loan Documents, and (v) the release of Guarantors of their obligations and liabilities under the Guarantor County HUD Documents, the $1M County Loan Guaranty and the $4,7M County Loan Guaranty, and (b) shall be in form and content satisfactory to the City Manager. The execution and delivery of the Joinder by the City Manager shall constitute the binding consent of the City to all terms, conditions and provisions of the County Loans Assumption. 6. Termination of Sublease, Assignor and Subtenant hereby terminate the Sublease and the Subleasehold Estate as of the Effective Date, The City hereby approves and consents to the foregoing termination of the Sublease and the Subleasehold Estate by Assignor and Subtenant. 7, Transfer Fee, (a) Simultaneously with the execution and delivery of this Assignment and Assumption Agreement, Assignor has paid to the City the $1,000.00 fee, as required by Article VIII, Section 8.5(v) of the Lease, together with the City's reasonable out of pocket costs and expenses, including reasonable attorneys' fees, as required by Article VIll, Section 8.5(v) of the Lease. (b) Simultaneously with the execution and delivery of this Assignment and Assumption Agreement, Assignor has made to the City the payment required by Article VIII, Section 8,9(a) of the Lease, in that amount agreed to by Assignor and the City. (c) The City and Assignor acknowledge and agree that Assignee has no obligation or liability with respect to the payments required to be made by Assignor pursuant to Article VIll, Section 8 5(v) and Section 8.9(a) as set forth in Paragraphs 4(a) and 4(b) above. For the avoidance of doubt, the City acknowledges and agrees that the failure of Assignor to pay to the City the amounts required pursuant to Article VIII, 10 MIADOCS 13317638 I0 39988 0010 Section 8.5(v) and Section 8,9(a) of the Lease shall not constitute a default or event of default under the Lease with respect to Assignee, 8. indemnity, (a) Assignor hereby agrees to indemnify, protect, defend and hold Assignee harmless from and against any and all claims, demands, liabilities, losses, costs, damages or expenses (including, without limitation, reasonable attorneysfees and costs) arising out of the Lease prior to the Effective Date. (b) Assignee hereby agrees to indemnify, protect, defend and hold Assignor harmless from and against any and ail claims, demands, liabilities, losses, costs, damage or expenses (including, without limitation, reasonable attorneys' fees and costs) arising out of the Lease from and after the Effective Date, provided, that the foregoing should not constitute a release, waiver or impairment of any terms, conditions or provisions set forth in the Purchase Agreement and any documents executed and delivered by Assignor. Subtenant and/or Assignee pursuant thereto concurrently herewith regarding the respective obligations and liabilities or Assignor, Subtenant and Assignee with respect to such matters arising out of the Lease from and after the Effective Date, 9, Further Assurances, (a) Assignor agrees and covenants that Assignor will, whenever and as often as reasonably requested to do so by Assignee or its successors and assigns and as often as reasonably requested by the City and without further consideration, execute, acknowledge and deliver such further instruments of sale, grant, transfer, assignment, conveyance, assumption and delivery and such consents, assurances, powers of attorney and other instruments and take such other actions as may reasonably be necessary in order to vest in Assignee all right, title and interest in and to the Leasehold Estate and to otherwise further effectuate and carry out the transactions contemplated by this Assignment and Assumption Agreement, including the retention by Assignor of the Retained Liabilities. (b) Assignee agrees and covenants that Assignee will, whenever and as often as reasonably requested to do so by Assignor or its successors and assigns and as often as reasonably requested by the City execute, acknowledge and deliver such further instruments of assumption and take such other actions as may reasonably be necessary to otherwise further effectuate the assumption by Assignee and its successors and assigns of the Assumed Liabilities and Deferred Rent and without further consideration, execute, acknowledge and deliver such further instruments of sale, grant, transfer, contribution, assignment, conveyance, assumption and delivery and such consents, assurances, powers of attorney and other instruments and take such other actions as may reasonably be necessary in order to vest in Assignee all right, title and interest in and to the Leasehold Estate and to otherwise further effectuate and carry out the transactions contemplated by this Assignment and Assumption 1 1 MIADOCS 13,17638 10 39988 Agreement, including the assumption by Assignee of the Assumed Liabilities and Deferred Rent, 10. Insurance Requirements. Assignee has provided any and all evidence of insurance required by the Lease satisfactory to the Director of the City's Department of Real Estate and Asset Management and the City's Risk Management Director. 11. No Further Assignment without Prior Written Consent of City, This Assignment and Assumption Agreement shall not be further assigned without the express written prior approval and consent of the City Commission, 12. No Solicitation, Assignor, Subtenant and Assignee represent to the City that none of them has employed or retained any person or company employed by the City to solicit or secure this Assignment and Assumption Agreement and that none of them has offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the receipt of this Assignment and Assumption Agreement. 13. Public Records, Assignor, Subtenant and Assignee understand and agree that the public shall have access, at all reasonable times, to all documents and information pertaining to City agreements including this Assignment and Assumption Agreement, subject to the provisions of Chapter 119, Florida Statutes, and agree to allow access by the City and the public to all documents subject to disclosure under applicable laws. 14, Governance. Nothing contained in this Assignment and Assumption Agreement shall in any way supersede, modify„ replace, amend, change, rescind, waive, exceed, expand, enlarge or in any way affect the provisions set forth in the Purchase Agreement or the documents executed and delivered by Assignor, Subtenant and/or Assignee pursuant thereto concurrently herewith, nor shall this Assignment and Assumption Agreement reduce, expand or enlarge any remedies under the Purchase Agreement or any document executed pursuant thereto concurrently herewith, except as otherwise expressly set forth herein. This Assignment and Assumption Agreement is intended only to effect: (i) the assignment of the Leasehold Estate, (ii) the retention of the Retained Liabilities, (iii) and tie assumption of the Assumed Liabilities and Deferred Rent, (iv) the termination of the Sublease and Subleasehold Estate, (v) the assumption of Assignee of the obligations and obligations and liabilities of Assignor and Subtenant under the County HUD Loan Documents, including the obligations under the Aviary Payments, the S1M County Loan Documents and the $4.7M County Loan Documents arising from and after the Effective Date, (vi) the release of Assignor and Subtenant from their obligations and liabilities under the County HUD Loan Documents, the $1M County Loan Documents and the $4.7M County Loan Documents, and (iii) the release of Guarantors of their obligations and liabilities under the Guarantor County HUD Documents, the $1M County Loan Guaranty and the $4.7M County Loan Guaranty as of the closing of the transactions contemplated by the Purchase Agreement, 12 M1ADOCS 13317638 10 39988 0010 15. Counterparts. This Assignment and Assumption Agreement may be executed in one or more counterparts, any one of which need not contain the signatures of more than one person, but all such counterparts taken together will constitute one and the same instrument, 16 Successors. This Assignment and Assumption Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns, 17. Governing Law, This Assignment and Assumption Agreement shall be construed and enforced according to the laws of the State of Florida without regard to any conflict of laws rule or principle that would give effect to the laws of another jurisdiction, Venue in any proceedings between the parties shall be in Miami -Dade County, Florida, 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 such jurisdiction, The parties irrevocably waive any rights to a jury trial. 18. Notices. All notices or other communications required under this Assignment and Assumption Agreement shall be in writing and shall be given by hand - delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given herein provided. Notice shall be deemed given on the day on which personally delivered; or if by U.S, Mail, on the date of actual receipt, or on the date acceptance of delivery is refused, To the City: City Manager City of Miami 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130 With copies to: Director, Department of Real estate Asset Management City of Miami 444 S.W, 2nd Avenue Third Floor Miami, Florida 33130 13 MIADOCS 13317638 10 39988.00 AND: City Attorney City of Miami 444 S. W. 2nd Avenue, 9th Floor Miami, Florida 33130 To Assignor: Parrot Jungle and Gardens of Watson Island, Inc. 1111 Parrot Jungle Trail Miami, Florida 33132 Attention: Bern Levine With copies to: Bilzin Sumberg Baena Price & Axelrod LLP 1450 Brickell Avenue, 23rd Floor Miami, Florida 33131-3456 Attention: Suzanne Amaducci Adams, Esq. AND Bilzin Sumberg Baena Price & Axelrod LLP 1450 Brickell Avenue, 23rd Floor Miami, Florida 33131-3456 Attention: Phillip S. Sosnow, Esq. To Subtenant: PJC Watson, L,L.C. 1111 Parrot Jungle Trail Miami, Florida 33132 Attention: Bern Levine With copies to: Bilzin Sumberg Baena Price & Axelrod LLP 1450 Brickell Avenue, 23rd Floor Miami, Florida 33131-3456 Attention: Suzanne Amaducci Adams, Esq. 14 MIADOCS 1337633 ia 399880010 AND Bilzin Sumberg Baena Price & Axelrod LLP 1450 Brickell Avenue, 23rd Floor Miami, Florida 33131-3456 Attention: Phillip S. Sosnow, Esq, To Assignee: ESJ J.1, Leasehold, LLC 1 9950 West Country Club Drive Suite 800 Aventura, Florida 3.3180 Attention: Arnaud Sitbon With copies to: Shutts & Bowen LLP Suite 4100 200 South Biscayne Boulevard Miami, Florida 33131 Attention: Alexander Tachmes, Esq. 19, Miscellaneous. (a) No waiver or breach of any provision of this Assignment and Assumption Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing, (b) Should any provision, paragraph, sentence, word or phrase contained in this Assignment and Assumption Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then the same shall be deemed severable, and in either event, the remaining terms and provisions of this Assignment and Assumption Agreement shall remain unmodified and in full force and effect or limitation of its use, 20. Corporate Authorizations. The respective corporate authorizations of Assignor, Subtenant and Assignee to each enter into this Assignment and Assumption Agreement are hereby attached and incorporated herein as respective Exhibits K, L and (Signature pages follow) 15 MIADOCS 13317638 10 399 .0 IN WITNESS WHEREOF, the parties hereto have executed this Assignment and Assumption Agreement on the date first written above. WITNESSES: Assignor: PARROT JUNGLE AND GARDENS OF WATSON ISLAND, INC,, a Florida corporation By: By: Print Name: Name: Bernard M. Levine Title: Chief Executive Officer By: Print Name] STATE OF FLORIDA COUNTY OF IVIIAMi-DADE ) The foregoing instrument was acknowledged before me this day of 2016, by Bernard M. Levine, as Chief Executive Officer of PARROT JUNGLE AND GARDENS OF WATSON ISLAND, INC., a Florida corporation, on behalf of that corporation, who is personally known to me or who has produced as identification, Signature:_ Print Name: Title: Notary Public Serial No., if any: My commission expires: 'I 6 MADOCS 13317638 10 39988.0010 Subtenant PJG WATSON ISLAND, L.L.C., a Florida limited liability company By: By: Print Name: Name: Bernard M. Levine Title: Authorized Member STATE OF FLORIDA COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of „ 2016, by Bernard M. Levine, as Authorized Member of PJG WATSON ISLAND, L.L.C,, a Florida limited liability company, on behalf of said limited liability company, who is personally known to me or who has produced as identification, MIADOCS 13317638 10 399880010 Signature: Print Name: Title: Notary Public Serial No., if any: My commission expires: 17 Assi q nee: ESJ J.I. LEASEHOLD, LLC, a Florida limited liability company By, By: Print Name: Name: Title: By: Print Narne,___ STATE OF FLORIDA COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this _ day of 2016, by as of ESJ J.I. LEASEHOLD, LLC, a Florida limited liability company, on behalf of that limited liability company, who is personally known to me or who has produced as identification, Signature: Print Name: Title: Notary Public Serial No,, if any: My commission expires: 18 MIAOOCS 13317638 10 39988 0010 Attest By: _ Print Name: City Attorney CITY OF MIAMI, a Florida municipal Corporation By: Name: Title: City Manager Approved as to Insurance Requirements: Approved as to Form and Correctness: By: Print Name: By: _ Print Name: Title Risk Management Director Title: City Attorney STATE OF FLORIDA COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of , 2016, by as City Attorney of CITY OF MIAMI, a Florida municipal corporation, on behalf of that corporation, who is personally known to me or who has produced as identification, Signature: Print Name: Title: Notary Public Serial No., if any: My commission expires: 19 MIADOCS 13317638 10, 39988.0010 STATE OF FLORIDA COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of 2016, by as City Manager of CITY OF MIAMI, a Florida municipal corporation, on behalf of that corporation, who is personally known to me or who has produced as identification. Signature: Print Name: Title: Notary Public Serial No., if any: My commission expires: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of 2016, by as Risk Management Director of CITY OF MIAMI, a Florida municipal corporation, on behalf of that corporation, who is personally known to me or who has produced as identification, Signature: Print Name: Title: Notary Public Serial No., if any: My commission expires: 20 MIA000S 133'17638 10 39988,0010 STATE OF FLORIDA COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of 2016, by as City Attorney of CITY OF MIAMI, a Florida municipal corporation, on behalf of that corporation, who is personally known to me or who has produced as identification, Signature: Print Name: Title: Notary Public Serial No., if any: My commission expires Note: All Exhibits to be attached at time of document execution 21 MIADOCS 13317638 10 399880010 M1ADOCS 13317638 10 399S.8 010 EXHIBIT A Resolution No. 95-415 22 .1-95-463 5/25/95, 0, — ••]' RESOLUT1 )N NO. • A RESOLUTION, MITI ATTACHMENT, AUTHORIZING THE ISSUANCE OF A REQUES''1° FOR PROPOSALS ("REP") ON MAY 1995, IN SUBSTANTIALLY THE FORM ATTACHED, FOR. A UNIFIED DEVELOPMENT PROJECT (-UDP") CONSISTING OF THE DEVELOPMENT OF A BOTANICAL GARDEN A1FTRACTION AND RELATED USES ON APPROXIMATELY 19 ACRES OF CFFY- OWNED WATERFRONT PROPER IY LOCATED AT WATSON ISLAND„ MIAMI, FLORIDA, AS REOLIIRED BY CITY CHARTER SECTION 29 A(c) AND CODE SEC'FION18.52„9. WHEREAS, the City of Miami Charter Section 29A(c) allows for -Unified Development Projects." ("LOP"), where an interest tn real property is owned or is to be acquired by the City and is to be used for development of Improve outs; and WHEREAS, on February 9, 1995, pursuant to Resolution No, 95.99, the City Commission determined that the development of a botanical garden attraction and related uses, on approximately 1'9acres of City -owned waterfront property, located at Watson Island, Miami, Florida, would best be accomplished using, the UDR procesS„ and rr C 0141't7if S SION MEETING oF MAY 2 5 t9.9-5 ti.olu Gen Nu, 9 - 415 CITY OF MIAM', FLORIDA INTER -OFFICE MEMORANDUM TO Honorable Mayor and Members of the City Commission FROM Cesa City u"lE MAY 1 5 l995 NLE SUI(JECir Resolution Authorizing Issuance of RFP for Watson Island Botanical Garden Attraction UDP REFERENCES for City Commission ENCLOSJAES Meeting of 5/25/95 RECOMMENDATION It is respectfully recommended that the City Commission adopt the attached Resolution authorizing the issuance of a Request For Proposals ("RFP") on May 29, 1995, in substantially the form attached, for a Unified Development Project ("UDP") consisting of the development of a Botanical Garden Attraction and related uses on approximately 19 acres of City -owned waterfront property located at Watson Island, Miami, Florida as required by the City Charter and Code for Unified Development Projects. BACKGROUND: Thc Department of Development recommends that the City Commission adopt the attached Resolution in order to implement the UDP process for the development of the aforementioned City -owned property, On February 9,1995, by Resolution No, 95-99, the City Commission declared the development of a Botanical Garden Attraction and related uses on approximately 19 acres of City -owned waterfront property, located at Watson Island, Miami, Florida, a UDP as required by City Charter Section 29-A(c) and City Code Section 18.52.9. In accordance with City of Miami Charter Section 29-A(c) and City Code Section 18,52.9, the City Commission has scheduled a public hearing for May 25, 1995, to take testimony regarding the contents of the RFP, and consider its issuance on May 29, 1995 Furthermore, the Charter and Code requires that a certified public accounting firm be selected and a review committee be appointed to evaluate proposals to he received in response to the RFP. 95- 415 Honorable Mayor and Members of the City Commission Page: 2 At this time, we arc seeking statements of qualifications certified by the City of Miami as Minority Women recommendation Win be made to the City Commission at certified public accounting firm and the appointment of this UDP project. Attachment: Proposed Resolution Draft RFP from certified public accounting firms Business Enterprises (M/WBE). A a later date regarding the selection of a individuals, to a review committee, for 95— 11 5 SENT NO -AS Tr) M MT; 5-15-05 : 16:06 ; CITY OF ".01-. Many Hirai City Clerk Herbert J. Bailey Assisiant City Managor Department of Developmen CIIY or MIAMI, FLORIDA INTER -OFFICE MEMORANDUM :e 1/ : 1)ArK May 6, 1995 SUBJECT REFERF.NCES ENCLOSIMIN Request for Advertisement Public Hearing for IJDP process The Department of Development, through Resolution No, 95-99, was authorized to prepare a dratt RFP For the Watson Taland Botanical Garden Attraction IJDP, part of thi4 kiiithorication scheduled a public hearing to take testimony regarding the content c of this draft RFP. The public hearing to take testimony, etc. on this RIP has been rescheduled as of the last Commission meeting on May 1 I, 1995, The attached "Notice of Public Hearing" for this project schedules the public hearing for the Commission meeting of May 25, 1995 at 10:00 a,m„ Therefore, the Department of Development is re,questring that your Office issue this advertisement appropriately The following account can be charged fur the cost of advertisement, No, 590101-287, Thank yuu for your prompt attention and cooperation in this matter. .9 415 WHEREAS, pursuant to the aforementioned Resolution, 11 was determined that said UDP for a botanical garden attraction and related uses, shall consist of an integrated package from the private sector that includes planning, design, construction, leasing and management of the proposed improvements: and WHEREAS, Resolution No„ 95-99 further authorized the City Manager to prepare a Request For Proposals ("UP") and scheduled a public hearing for May 25, 1995, at IC.00 aiu to consider the contents of the UP; and WHEREAS, City Charter Section 29 A(c) authorizes, at the conclusion of the public hearing, if the City Commission is disposed to proceed, the issuance of an RFP, selection of a certified public accounting firm, and appointment of members to a review coninultcc consisting of an appropriate number of City Officiak or employees and an equal number plus one of members of the public whose names shall be recom iercied by the City Manager; WHEREAS, the City is now seeking qualifications from certified public accounting firms and a selection will made at a later date, and WHEREAS, the appointment of members to a reviev, conllTiitee will be made at the time the City Commission is requested to select the certified public accounting firm, NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA Section I The recitals and findings set forth in the Preamble to this Resolution are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. 415 Section 2. The City Manager is hereby uthorized authorizedto issue an RFP on May 30, 1995, in substantially the form attached, for the Unified Development of a botanical garden attraction and related uses on approximately 19 acres of City -owned waterfront property located at Watson Island, Miami, Fiorida, Section 3 Thiesoluton Resolutionshall be effective immediately upon its acoption. PASSED AND ADOPTED this 25-tiila day of May , 1995. ATTEST: IATTY IIIRA1, CITY CrE, PREPARED t APPROVED BY: — a2 LINI5AK. K.EARSON ASSISTANT CITY ATTORNEY W100: esk:LK.K. t— STEP -iEN P CLARK, MAYOR. APPROVED AS TO FORM ANDCORRECTNESS: NN J CIT 9 5 - 415 EXHIBIT B Resolution No. 95-676 23 MIADOCS 1 3317638 399880010 J-95-835 9/10/95 RESOLUTINO)ON - 6 7 6 A RESOLUTION ACCEPTING THE PROPOSAL. SUBMITTED. BY PARROT JUNGLE. AND. GARDEN, INC. FOR THE UNIFIED DEMELOPMENT OF A BOTANICAL GARDEN ATTRACTION AND ANCILLARY ENTERTAINMENT AND RETAIL SERVICE. FACILITIES, ON APPROXIMATELY 18.6 ACRES OF CITY - OWNED PROPERTY. LOCATED ON WATSONISLAND; AUTHORIZING AND DIRECTING THE CITY MANAGER TO NEGOTIATE A. LEASE AGREEMENT WITH SAID PROPOSER, SAID AGREEMENT TO ME IN A. FORM ACCEPTABLE TO THE, CITY ATTORNEY, TO BE IN COMPLIANCE WITH APPLICABLE CITY CHARTER AND CODE, PROVISIONS, TO BE SUBJECT TO FINAL APPROVAL OF THE CITY COMMISSION AND TO INCLUDE CERTAIN TERMS AND CONDITIONS MORE PARTICULARLY DESCRIBED HEREIN; FURTHER PROVIDING THAT THE HEREIN SELECTION OF PARROT JUNGLIE AS GARDENS, INC. AS THE SUCCESSFUL PROPOSER DOES NOT CONFER ANY CONTRACTUAL RIGHTS UPON SAID PROPOSER. UNLESS AND UNTIL THERE HAS BEEN A FAVORABLE VOTE, BY THE ELECTORATE AS, REQUIRED. BY CITY CHARTER SECTION 29-C AND. THE PROPOSED AGREEMENT HAS SEEN EXECUTED EY THE CITY DE MIAMI; FURTHER PROVIDING THAT IN THE EVENT AN AGREEMENT WHICH IS FAIR AND REASONABLE. TO THE CITY CANNOT BE REACHED, THE CITY MANAGER. MAY DISCONTINUE NEGOTIATIONS AND. THIS SELECTION PROCESS: SHALL TERMINATE WITHOUT FINANCIAL OR LEGAL LIABILM TO THE CITY WHEREAS, the City Charter and Code provide for unified development projects rUDF"s") for improvements to real property owned or to beacquired by the City, such UDF's toconsist of en integratedpackage of pia . dng, design, construction, leasing and/or. marlagement services; and WHEREAS, the City Commission, by Resolution No, 95-415 adopted May 25, 1995, authorized the issuance of. a Request for. Proposals CITY COMM SSION MEETING OF SEP 23 995 BeriMuflonNo. 6 '7 6 (REPY on May 3.0, 1995for the dtvelopment of a. Sotanicel Garden Attraction and ancillary entertainment and retail services facilities on Watson. Island, as a previously designatet OOP; and ERAS, the. City. Commission appointed members to a Review Comgdttee and selected the certified putlic accounting firm of Sanson Rline Jacomino and. Company in association withthe firm of Watson Rice Eadnott Thompkina & Cruz, P.A., to evaluate proposal submissions.; and WHEREAS, on August 29, 1995, the City of Miami received. one proposal in. response to the, REP; and WHEREAS, said certified public accounting firm analyzed the proposal based or the evaluatien criteria set: forth in the. REP ant rendered a written report to the City Manager; and! WHEREAS!, said Review Committee evaluated the. proposal in. accordance with the evaluation criteria set forthin the REP, ant rendered a written report to the City. Manaoer of its findings; and WHEREAS, the. City Manager, takinginto consideration the findings of the certified public accounting firm and of the Review Committee, recommenta the acceptance of the proposal submitted by Parrot: Jungle and Gardens; and WHEREAS, the City Manager has transmitted to the. City Comminon his recommendations and has included written reports from the aferement iotet. certified public accounting firm ant Review Committee.; and WHEREAS; the above actions and prottdures have been performed in accordance with applicable City Charter and Code provisions, particularly those pertaining to UDR's as delineated in Charter Section. 29-A and 29-C and code Section 18-52.9; 7 G NOW, THEREFORE, BE TT RESOLVED BY THE COMMISSION OF THE CITY CE MIA , FLORIDA: Section 1. The proposal submitted by Parrot Jungle and Gardens, Inc. for the Unified Development of a Botanical Garden Attraction and ancillary entertainment and retail services facilities on not more than. 18.6 acres of City -owned property located on Watson Island, Miami, Florida is hereby accepted. Section 2. The City Manager is hereby authorized and directed to negotiate an agreement with the selected proposer, said agreement to be in a form acceptable to'the City Attorney, to be in compliance with appiicabie Charter andCode previsions, to be subject to final approval of the City Commission, and to contain, without limitation, the, following provisions: a.) The term, of lease shall not exceed forty—five (45) years with one fifteen (15) year renewal option, b) The successful proposer shall pay to the City an amount not less than $200,000 as the minimum annual guaranteed. base. rent., which may be adjusted annually subject to Consumer Price Index increases over thelease term, or, 5% of gross receipts from the general attraction operation plus 5% of gross receipts from retail and banquet operations, whichever is, greater, c) The successful proposer shall be responsible to construct improvements to the property in an amount not less than $3,000,000 as specified in its proposal and. pursuant to the provisions of the RFP, 9 - 6°76 Section, 3. The herein selection of the successful proposer does not confer any contractual rights, to said proposer unless and until there has been a favorable vote cast by the electorate ata referendum and an agreement has been executed by the City of Miami — Section 4. Inthe event that an aoreeMent which is fair and reasonable to the City cannot be reached with the successful proposer, the City Manager is hereby authorized to discontinue negotiations andthis selectionprocess for the specified UDP terminate. without any financial or legal liabilityto. the City. Section S. This Resolution shall become. effective immediate upon its adoption - PASSED N1E 2DOPTVLt PREPARED AND APPROVED BY: - REARSON ASSISTRNT CITY ATir- .NEY 28th day of September, 1995. 4 SEltlEN P. CLA1RK, MAYOR APPROVED AS TO FORM AND CORRECTNESS: "NN CITY ATTON,Y EXHIBIT C Resolution No. 95-677 24 MIADOCS 1 331 7638 0 39988.0010 J-95-833 9/116/95 9 '7 R—ESOLUTION NO. A RESOLUTION, WITH ATTACHMENT,CALLING AND PROVIDING PGA A SPECIAL MUNICIPAL ELECTION TO BE. HELD NOVEMZER 7, 1955, FOR. THE PURPOSE OF SUBMITTING TO THE QUALIFIED ELECTORS 01 THE CITY OE MIAM,I, ELORTSA, FOR THEIR APPROVAL CR DISAPPROVAL, THE EXECUTIONOF A. LEASE AGREEMENT HETWEEN THn CITY AID PARROT JUNGLE AND GARDENS, INC. FOR THE DEVELOPMENT AND OPERATION OF A BOTANICAL, GARDEN ATTRACTION AND ANCILLARY ENTERTAINMENT AND. RETAIL FACILITIES ON APFRO.XIMATELY 18-6 ACRES OF CITY-OWNRE WATERFRONT PROPERTY LOCATED ON WATSON ISLAND, MIAMI., FLORIDA, FOR A. TERM OF 45 YEARS WITH ONE 15-YEAR RENEWAL, OPTION, SUBJECT TO SAID FIRM MAXING A. CAPITAL INVESTMENT IN SAID PROPERTY OE NOT LESS, THAN. $ 3,000,000, PAYING TO THE. CITY A. MINIMUM ANNUAL RENT CT NOT LESS THAN $200, 000 AND SUBJECT TO SUCH ADDITIONAL CONDITICNS AS MAY BE. REQUIRED. BY THE. CITY; DESIGNATING AND APPOINTING THE CITY CLERK AS 'rho OFFICIAL REPRESENTATIVE or THE CITY COMWISSION WIT4i RSSPECT TO THE USE OE' VOTER REGISTRATION. 000K5 AND. RECORDS FURTEER DIRECTING THE CITY CLERK TO. CAUSE A. CERTIFIED COPY 00 THE' HEREIN' RESOLUTION TO BE DEIVERED TO THE SUPERVISOR OF ELECTIONS DT' METROPOLITAN DADE COUNTY, FLORIDA, AS, REQUIRED BY LAW. -------- WHEREAS, the City Clatater and Code proVide for unified development projects ("ODP's") forimprovaments to real property owned or to be acquir(ad by the City, such CDPes te. consist of an integrated, pckag 5 paannin.cf tof9n, constructioh, 1easingand/or matragement seirvices; and WHEREAS, the city. Comd.5aion, by Rezclution No, 55-A15 adopted. May 25, 1995r authcaized the iasuanoe f a. Request for Proposals ATTAC MVI. I rd) C 0 M r P, 1 TT? COMMISSION MEETING OF SEP 2. 1995 liouohlUon (REP) on august 29, 1995, for the development or a botan Ce garden attraction and related entertainment and retail facilities on Watson Island, as a previously designated UDL and. WHEREAS, the City Commission appointed members to a Review Committee and selected the certified public accounting firm of Sanson, Kline and Jacominc, with the firm of Watson, Rice, Hadactt, Thempkins a5d Cruz as subconsultamts, to. evaluate proposal submissions; and WHEREAS, on August 29, 1995, the City of 1 received one (1) proposal in respcse to the RIP; and WHEREAS, said certified public accounting firm and said Miam Review Committee independently analyzed the proposal based on respective evaluation criteria set forth in the REP and rendered separate written reports to the City Manager; and WHEREAS, the City Manager, taking into consideration the findings of the certified public accounting firm and of the Review. Committee, racmmendeC the selecticn ef the proposal submitted by Parrot Jungle and. Gardens, Inc.; and WHEREAS., the City Manager tranzmitted to. the City Commission his rocommendations and has included written reports from, the aforementioned certified public accounting firm. and Review. Committee; and WHEREAS, the City Commission has, by Resolution No. 95-676 adopted September 28, 1995, accepted the. proposal submitted by Parrot Jungle and Gardens, Inc. and directed the City Manager to ccmmenne negotiations for a. lease agreement, subject to specified requirements and those of the City Charter and Coda; and 9 5 - WIAERAS, Section 29-C of the Charter of the City of Miami requires that the proposed transaction for the lease. of lands on Watson Island be approved by a majority of the vote cast by the electorate at a referendUm( and WSREAS, theabove actions and procedures have been performed in accordanc with applicable City Charter and Code provisions, particularly those pertaining to. USP's as. delineated in Charter Section 29-A and 2D-C and Code Section 16-52.9; NOW, THEREFOR, 131.11 IT RBSOLVED BY THE COMMISSION OF TIIE CITY OP M17611, FLORIDA( Section 1 In accordance with the provisions of the City Charter (Chapter 10842,, Laws of Florida, 1925, as. amended), a special municipal election is hereby called and directed to be held 11-1 the City of Miami, Florida, from 7:00 A,M. until 700 P.M. on Tdosday, November 7, 1.995, for the purpose of submitting to the qualified electors of the City of Miami for theirapproval or disapproval the. Proposed execution of a lease agreement between the City and Parrot Jungle and. Gardens, Inc. for the development and operation of a botanical garden attraction and ancillary entertainment and retail facilities on approximately 18.6 acres of City -owned waterfront property located on Watson island, for a term of forty-five (45) years with one fifteen (15) -year renewal option, subject to said firrn making a. capital ofinvestment of not less than $3, 000, 000 in said property, paying tc the City a minimum annual rent of ,;:200,000, and to compliance with such additional termsend conditions es may be. required by. the City. - 67 7 Section 2, The special municipal.. election shall be held, at the, voting places in the precincts designated, all as shown on the list attached hereto and made a part hereof and referred to as Exhibit No, 2, or as may be designated by the Supervisor of Elections of Metropolitan Dade County, Florida, in conformity with the provisions of the general lalaz of the state. The. Precinct Election Clerks and Inspectors to serve at said polling placec on sail election date shall be those designated by. the Supervisor of Elections of Dade county for such purpose in accordance with the general lawsof the. $tate. A doccriptlon of tho registrationbooks and records which pertain to election precincts wholly or partly within. the City and which. the City is hereby adcbting and desires t o use for holding such special municipal election is as follows all registration cards, books, records and certificates pertaining to electors of the City of Ntiei and established and maintained as official by the Supervisor of Elections of Dada County, Florida, in ccnformity with the provision of the general laws of the State of Florida, are hereby adopted and declared to be, and shail hereofter be recognized and accepted as, official registration cards, books, records and ccrtificctcs of. the City of Idietnf section 3 In compliance with Section 12034.2, Florlds, Statutes, the City Clerk is hereby authorized and directed to publish notice of the adoption of the herein resolution and of the provisions hereof, at least twice, once. in the fifth week and once in the third. wee.k prior to the week in which. the aforesaid: special municipal election is to behead, in newspeper(sb of general circulation in. the 4 5 - 7.7 City of Miami, Florida, which notice shall be substantially in the following form: "NOTICE OF SPECIAL MUNICIPAL ELECTION TO BE HELD ON TUESDAY, NOVEMBER 7, 1595 IN THE CITY OF MIAMI, FLORIDA. PURSUANT TO RESOLUTION NO. 95- 577 A special referendum election will be held on Tuesday, November 7, 1995, from 700 AM. until 7:00 P.M, in the city of Miarai, Florida, at the polling places in the several election precincts designated by the Board of County Commissioners of Dade County, Florida, as set forth herein, unless otherwise provided by law, for the purpose of submitting to the qualified electors of the City of Miami, Florida, the following queetion: "Shall the City of Miami. be authorized to lease approximately 19.6 ecxee of City -owned waterfront land on Watson island. to Parrot Jungle and. Gardens, Inc. for the development and operation of a botanicel garden attraction and ancillaryentertainment and retail facilities for 45 years with one 15-year renewal, subject to a capital investment of $3,000,000, to a guaranteed minimum annual rent of $200,000 and to such additional conditions the City may. require?" This proposed referendum. provides an opportunity for the electorate to authorize a. proposed lease of City -owned property located on Watson Island, Miami, Florida. By order of the Commission of the City of Miami, Florida. CITY CLERK Section 4. The official. ballot to be used at said election shall he in full compliance with the laws of the State, of Florida with respect to absentee ballots and to the use of the mechanical 5 C77 voting machines or the Computer Election System (CES1, and. shall be in. substantially the, following forM, to wit: OFFICIAL BALLOT sFECIAL MUNICIPAL ELECTION TUESDAY, NMFMBER 7, 1995 FOR APPROVAL DR DISAPPROVAL OF THE FOLLOWING QUESTION: PRaPOS ED LEAS E C ITY -OWN E D LAND ON WATSON. ISLAND, vulva , FLoru.D.A. "Shell the City of Miami be. authorized to lease appro.ximately 18,6 acre. of City -owned waterfront land on Watson YES Island to, Ferret jungle end, Gardens, (For the Xeasure) Inc, for the (71velopmeht and. operation of a botanical garden attraction and, ancillary entertainment and retail NO facilities fox. 45 years with one lf.- (Againat the Mee- re) year renewal, subject to a capital investment of $2,000,0l0, to a guaranteed minimum annuri rent of 200,000 and to such additional conditions the City may require?" Section. 5. Electors desiring to vote in, approval of said Question describedabove, shall be instructed to punch stteight down with the stylus through the hoL next to tho wc "YES" within the ballot frame containing the, statement relatingto said Queation, Electors desiring to vote, in. disapproval. of said Qtestin, shall be instructed to, bunch straight down with the adylua thrOugh the hole. next to, the work "NO within the ballot frame containing the statement relating to said. Question - Section. 6. The City Cletkshall cause to be ptepaxed absentee ballots containing the Question set forth in Section, 4 above for the use of absent electors entitled to oast such ballets in se election. 3:5_ 6 7 7 Section. 7. All velied electors, of said City shall be permitted to vote in said speciaa municipal. electionand the Supervisor of Easctione of Cade: county is hereby. requested/ authorized, and directed to: furnish, et the cost end expanse of the City of. Miami, a list of all. qgslifisd electors residing in the City of. Miamies shown by the registration books and records of the Office of said Supervisor of. Elections end duly certify the same, for delivery to and for use, by the: election officials designated to serve at. the respective pealing places in said election pxecincts. Section 3. For the purpose of. enabling parsons: to register who are qualified to vote in said municipal election to be held November 7, 1995 and who have not registered under the provisions of the. general laws ol Dlorids and chapter 16 of the. Cede of the City of Miami, Florida, or who have transferred their legal residsnoe from one voting precinct to another in the City, they may register Monday through. Friday, from 8:0C A.M. to 5:00 F.M. at the: Metropolitan Dade COunty Election Department located et 111 Northwest 1st Street, Mismi, Florida, within such period of time es may be designated. by Supervisor of Elections of. Dade County. Tn additin. to the above. place and times, gzalified persons mayregister et such branch offices and may also: use any mobile registration van for the purpose of registration in order to vote in the herein described election. during: such times and on such dates: as nay be designated ty the. supervisor of Elections of Dade. County, Section 9. PALTER C. ECEMAN, the City ClarX of the City of Miami, Florida, or his: duly appointed successor, ishereby designated and appointed as the official. representative of the Commission of the 9 - 6 '7 7 City of Miami, Elorida, in all tiausacticns with the Supervisor of Elections of Dade County in relation to matters pertaining to the use of the, registration books and the holding at aid special municipal election, Section. 10, The City Clerk shall deliver a certified copy of this Resolution to the Supervisor of Elections of Metropolitan Dade County as required by law, Section 11. This Resolution shall become effective ud±ateJy upon its adoption, PASSED AND ADOPTED this 25th day of Septeiiibr1g95. WALTER, FOT:- • ' t.?" CITY CLEZE. PREPARED AND APPROVED T‘; LINDA N.kEARSON ASSISTANT CITY ATTORNEY . CLAR4 APPROVED AS TO FD9J AND CORRECTNESS: - G '7 7 07,,25,:95 1345 - U305 37* 1UW3 PCT. LOCATI A.t4.4,t4144.4,,,pwwgwwwiakto* w000m*/4000101,01*woog00•00.041.40,4•44.1•604, LI a 1.4x4 vo,a LIsT or POLLING CITY oF NIANT EX H TT No . 1 501 LITTLE R/vER BAPTIST CHURCH 502 503 H U D ARTS/CRAFT/SEWING ROOM 504 VEY W SE 505 ATHALIE RANGE 506 LEMON CITY BRAN zr Y 507 TENA cROMER ELEMENTARY 508 NEW Z' HonAPTIST 508 GRARELAND RE, GETS PARK WESLEY UNX1 Aromms 495 NW 77 ST CNAANISSIONARY BAPTIST CHURCH 7610 BISCAYNE 1403 NW 7 ST LJ]QIQN #28 6445 N 7 AXE 525 NW 62 ST 430 NE 61 ST 757 NW 66 ST 6700 NW 14 AvE 1550 NW 37 AVE IST CHER= 133 PONCE DZ 1IE0 511 ZORDAN GROVE MISSIONARY BART cmuRcn 9946 NW 12 AVE 512 ST RAM. INSTITUTIONAL AMCmJBCI4 1.092 NW 51 Ti 513 SELAZONTZ TACOLCY CENTER 6161 NW 'S AVE 514 EDISON SENIOR PIAZA 200 NW 55 ST 915 LmMoN CITY nRAgca LIBRARY 430 NM 61 ST 516 BAY SHORE LLTTRP CHERCH 5051 BISCAYNE B.L' 517 ARCHBISHOP CURLEY HIGH SCHOOL 300 1111 50 ST JUL-2S-95 T U E LIST OF POLLaNG FLACKS 14: CITY OP MZL223 375 1036 P 02 PCT. LOCATION ADDRESS ****6****A*********4**4,****************************************. 516 CHURCH OF GOD OF PROPHECY #1 4528 NW 1 AVE 519 n 149 NW 49 ST loco NT/ 5o 9T ORR 760 NW 53 ST 765 NW 36 ST 1751 NW 3 ST 524 CORAL WAY ELEMENTARY ScE00t 1950 SW 13 AV1T. (may be c.bartged) 525 MELROSE ELEMENTARY SCHOOL 3050 NW 35 Si' 526 CURT/ PA.PJ 31IT 1901 NW 24 AVE 527 HADLEY GARDENS 3031 NW 15 AV 528 MALCOLM ROES SENNR CENTER 2800 NW 18 AVE 539 ROBERT A BALARD ARMORY 700 NW 28 ST 530 ROBERT A LLARD ARMORY 700 NW 2 T 520 CHARLES EADLNY PARK 521 NEW PROVIDENCE MISSI0NAR1. 522 MOORE PARX 523 MIAMI JACESON SENIOR HIGH SCHOOL 531 CLAUDE 532 CHRIST TF2 EPISC 533 OULMER NEIGHHORHOOD SERV 534 TEMPLE ISRAEL 010 GREATER 07/21/95 CO' 760 NW 18 3481 2/E/SCU8 ST , 1600 NW 3 AVE 131 NE 19 ST LIS/ OF POLLING PLACES CDT? 0? RANI PCT. LOCATION **************w** *f*****xk*********** 535 PHYLLIS WtiLATLEY ELEMENTARY SCHOOL 1801 NW 1 PL 536 LU AR. ELEMENTARY SCU00L 505 0 sr 537 EU'GENIO MAgIA D OSTOS CTR 538 TEMPLE ISRAEL OF GREATER MIAMI 539 TRINITY CATHEDRAL HAIL 540 TRINITY CATHEDRAL HALL 541 FIRST 1 RESBYHEIROH OF MI}ti14I 542 JACEK ORR SENX©R CENTER 543 ORAHCE BOWL STADIUM - OATS 14 5 4 545 546 1+iTwA33E Cb231C1XTITY COLLEGE 547 IA T FIRE STATION *7 540 ST MICEHAEL' 5 CEC 549 KENSI.NC TON PARR EL Ad Y SCHOOL 550 56x MELRE,EBE GOLF COURSE TRINI Y 07/21/95 THE SALVATIr MIAMI FIRE FIGHTER BENEVOLENT ASSCC 11 2902 NW 2 AVE 137 NE 19 ST 64 NE 16 3T 464 NZ 15 ET 609 5RICRELL AVE 55o nw 5 ST 1501 WW 3 ST 4:64. N 16 ST 1876 73W 7 ST 300 NE 2 AVE 314 RACOM ED 987 SSTLAtLF 711 NW 30 AVE 2980 NW 5 RIVER 1002 NW 37 AVE 6'7r1 LIST OF POLLING PLACES CITY OF MIAMI PCT. LccATION ADDRESS w********A.to***********************Irwrwww,,******************** 552 ARMANDO BADTA SENIOR CENTER 25 TAMIAMI BLVD 553 ROBERT ZING NIGH COMMUNITY B0U1E 7025 WEST 554 ST DOMINIC CA'HOLIC CHERCM HALL 5909 NW 7 ST 250 SW GO AVE 5617 N4 7 ST 45Vi WEST FLA',,' 455 NW 47 AVE 4111 SW 1 ST 560KNLOCE ARR "ARV SCUOOL 4275 NW 1 ST 555 WEST 2ND PARX COMMUNITY HOUSE 556 RnmXZ.LPLAZA 557 ICLESZA CRISTIANA REF EL BMW SAM 555 KINLOCU PARK COMMUNITY HOUSE 559 IOLEHIA BAUTISTA LIBRE EBENEZER 551 SIMPSON PARX, - az R XTION BUILDI G 562 JOHN,J (may be changc,d) 563 aooz MITI SENT 564 LITTLE HAvAnk, HOUSING CT Oil 565 MPH CENTER 566 I.XYDE E Y SCHOOL 567 MIAMI VIES STATION 44 56S CORAL WAY ELYMENTARY S�OO 07/21/95 CJ 55 SW 17 RD 2705 SW 3 ST 154 8W 17 AVE 17 $W 5 ST 666 SW 5 ST 1190 SW 2 STREE: 1105 SW 2 AVE 1950 SW 13 AVE 05- 677 LIST 0V P LLING P CITY OF MIAmT PCT. LOCATION *A*****k**************0******14k0 589 UTE, TOWERS 570 571 EL CORDE.EU SE AVDOAH 573 SHENANDOAH 574 =NAND AR 575 conAL GATE 576 WILLIAM MC 577 578 579 SILVER GCHQ 581 582 583 524 595 DOUGLA P JVA.:JAYWZglA2,1 (.441.11-V.:11 ELEMENTARY SCHOOL PARR COMMUNITY 11 ADDRESS ******** 1009 BRICHELL AvE 1800 MA; 21 AVE "41.11 LJW 14 AVE 1023 SW 21 AVE 1800 SW 21 AVE PR YTERIAN 2150 SW 8 T URIC COMMU1IITY CENTER 1415 SW 32 AVE 2750 SW 16 ST 2755W 37 Avn cE ALLISTER POST 41028 comma MIRACLE ctuTnn MOLIZAZA nlavernnmclvs,ostr MVSEUm DF sCI cE m1AMI FIRE STATION #8 T 1 #8 ELIzABETE VIRRICX PARE 07/21/95 CJ / 3 3301 CORAL WAY 2609 SW 25 AVE MV .7,o,rma 3200. 2 MIAMI AV2 2975 OAK AVE 2975 OAK. AVE 3230 HIBISCUS ST 236 G8.2 AVE LIST OE P CITY PCT, LOCATION ADDRESS **********o******4*********************************************, 586 587 588 589 590 591 592 MIAMI DADE WATER EIL SEWER AUTHORITY 3575 8 LEJEUNE R) PEACOCK PARK MELROSE ELEMENTARY SCHOOL CURTZ0 PARR COMMUNITY HOUSE MALCOLM RO EY 8RNIOR CEZ LIBERTY 13T1175 Tinlir4T4 01092 593 RIVERSIDE 2L- WTARY SCHO L 594 EL CORDERO PRESBYTHRIAN cnvotcx 593 DCUGLAS PARK COMMUN/TY EOUSE 596 SILVER BLUFF ELEMENTARY SCHOOL 597 XOLESIA BAUTISTA RESUKRECCION 59S ELIZAPT 07 /21/95 Ca L 14 2020 3050 NW 3 T 1901 NW 2 AVE 2800 NW 18 AVE 2031 NW 19 AVE 692,5 NW 18 AVE 1190 SW 2 8T 2091 SW 14 AVE 2755 SW 37 AVE 2609 SW 25 AVE 2323 5 320 HIDI US $7 95- 677 CITY 05t,MikW FLOROA INTEROFFICE MEMORANDUM Honorable Mayor and Members of the City Commission FROM DATE SUBJEC," 9EFENENCL'S : ENCLOSURES SEP r8 1995 FILE : Spatial Municipal Election Watson Island Botanical Garden Attraction,Unified Development Project For City Commission Meeting of 9/28/95 RECOMMENDATION: It is respectfully recommended that the City Commission adopt the attached Resolution calling for a special municipal election (referendum) on November 7, 1)95 to seek voter approval of a proposed lease with Parrot Jungle & Gardens, Inc., to develop and operate a Botanical, Garden Attraction and ancillary entertainment and retail service facilities on le, acres of city property en Watson Island. The lease shall have a term of forty-five (45) years with one fifteen (15) year renewal option and is to be contingent upon said firm making a capital investment of no leas than $3,000,000 and paying to the City a minimum annual rent of $200,000 as well as any additional requirements stipulated by the City. The Resolution additionally provides the necessary designations and directions to Dade County's Supervisor of Election for this referendum item. BACKGROUND: The Department of Community Planning and Revitalization CPR) has administered the Unified Development Project (UDP) process for the development of a Botanical Garden Attraction and ancillary entertainment and retail service facilities on Watson Island, A companion item to this Resolution on today's Commission Meeting agenda would, if adopted, accept the proposal of Parrot Jungle and Gardens, Inc, and authorize the City Manager to negotiate a lease agreement for the project City Charter Section 29-C. provides that the sale, lease or disposition of property on Watson Island must be approved by a majority of the votes cast by the electorate at a referendum. The attached legislation contains the required language and directives to place this lease for e proposed botanical garden on the November 7, 1995 election, It is therefore, recommended that the City Commission adopt the proposed Resolution in its entirety. Attachments: Proposed Resolution 95- 07 027-1 EXHIBIT D Resolution No. 95-782 25 MIADOCS 13317638 10988 0010 J-95-921 11/15/95 RESOLUTION No95- 782 A RESOLUTION, WITH ATTACHNENT(S), OFFICIALLY ACCEPTING THE ATTACHED CITY CLERK'S CERTIFICATION AND DECLARATION OF THE RESULTS OF THE SPECIAL MUNICIPAL ELECTION HELD ON NOVEMBER 7, 1995, AT WHICH THE QUESTION AS TO WHETHER THE CITY 0 MIAMI SHALL BE AUTHORIZED TO LEASE APPROXIMATELY 18.6 ACRES OF CITY -OWNED WATERFRONT PROPERTY ON WATSON ISLAND, MIAMI, FLORIDA, TO PARROT JUNGLE AND GARDENS, INC. FOR THE DEVELOPMENT AND OPERATION OP A BOTANICAL GARDEN ATTRACTION AND ANCILLARY ENTERTAINMENT AND RETAIL FACILITIES FOR A TERM OF 45 YEARS WITH ONE 15-YEAR RENEWAL OPTION, SUBJECT TO SAID FIRM MAKING A CAPITAL INVESTMENT OF $3,0000000, RAYING TO THE CITY A MINIMUM ANNUAL RENT OF $200,000, AND SUBJECT TO SUCH ADDITIONAL CONDITIONS AS kAY BE REQUIRED EY THE CITY, WAS APPROVED BY THE ELECTORATE. BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Commission hereby officially accepts the attached City Clerks Certification and De-laration of Results of the Special Municipal Election held on November 7, 1995, at wh±ch the question as to whether the City ot Miami shall be authorized to lease approximately 18.5 acres of City -owned waterfront land on Watson Island, Miami, Florida, to Parrot Jungle and Gardens, Inc. for the development and operation of a botanical garden attraction and ancillary entertainment and ATTACHMENT(S)1 CONTAINED (--CITY —COMMISSION MEETING OF 30- 782 retail facilities for a term of 45 years with one 15-year renewal option, subject to said firm making a capital investment of $3,000,000, paying to the City a guaranteed minimum annual rent of $200,000, and subject to such additional conditions as may be required by the City was approved by the ele-torate. Section 2. The City Commission hereby declares: (a) with respect to the -aid question, an election was duly called and properly held and notice thereof was duly given in accordance with law and Resolution No. 95-677, adopted September 28, 1995, entitled: "A RESOLUTION, WITH ATTACHMENT, CALLING AND PROVIDING FOR A SPECIAL MUNICIPAL ELEC.:110N TO BE HELD NOVEMBER 7, 1995, FOR THE PURPOSE Or SUBMITTING TO THE QUALIFIED ELECTORS OF THE CITY OF MIAMI, FLORIDA, FOR THEIR APPROVAL OR DISAPPROVAL, THE EXECUTION OF A LEASE AGREEMENT BETWEEN THE CITY AND PARROT JUNGLE AND GARDENS, INC. FOR THE DEVELOPMENT AND OPERATION OF A BOTANICAL GARDEN ATTRACTION AND ANCILLARY ENTERTAINMENT AND RETAIL FACILITIES ON APPROXIMATELY 18.6 ACRES OF CITY -OWNED WATERFRONT PROPERTY LOCATED ON WATSON ISLAND, MIAMI, FLORIDA, FOR A TERM OF 45 YEARS WITH ONE 15-YEAR RENEWAL OPTION, SUBJECT TO SAID FIRM MAKING A CAPITAL INVESTMENT IN SAID PROPERTY OF NOT LESS THAN $3,000,000, PAYING TO THE CITY A MINIMUM ANNUAL RENT OF $200,000, AND SUBJECT TO SUCH ADDITIONAL CONDITIONS AS MAY BE REQUIRED BY THE CITY; DESIGNATING AND APPOINTING THE CITY CLERK AS THE OFFICIAL REPRESENTATIVE OF THE CITY COMMISSION WITH RESPECT TO THE USE OF VOTER REGISTRATION BOOKS AND RECORDS; FURTHER DIRECTING THE CITY CLERK TO CAUSE A CERTIFIED COPY OF THE HEREIN RESOLUTION TO BE DELIVERED TO TUB SUPERVISOR OF ELECTIONS OF METROPOLITAN DADE COUNTY, FLORIDA, AS REQUIRED BY LAW," (b) all steps in connection with saidelection were duly, regularly and lawfully taken and had; and all applicable -2 - 95- 78,2 provisions of :he Con titution and Statutes of the State of Florida and of said Resolution have been fully complied with; (c) the inspectors and clerks of each election precinct in the City have duly made returns of the results of the election in each such precinct on the question submitted at said election; (d) at raid election there was submitted to the qualified electors of the City of Miami, Florida, the following question: Shall the City of Miami be authorized to lease approximately 18.6 acres of City -owned. waterfront land on Watson Island to Parrot Jungle and Gardens, Inc. for the development. and operation cf a botanical garden attraction. and ancillary entertainment and. retail facilities for45 years with. one. 16-year renewal, subjectto a capital investment of $3,000,000, to a guaranteed minimum annual rent of $200,000, and to such additional conditions the City may require?" (e) the attached schedule correctly shows the nurnber of each of the election precincts in the City cf Miami, the number of electors entering the voting machine booths for the purpose of voting, the number of votes cast by qualified electors for and against the question as to whether the City of Miami shall be authorized to lease approximately 18,6 acres of City - owned waterfront property on Watson Island, Miami, Florida, to Parrot Junole and Gardens, Inc. for the development and operation of a botanical garden attraction and ancillary entertainment and retail faciliti. . for 45 years with one, 15-year renewal, subject to a capital investment of $3,000,000, to a guaranteed minimum 95- 782 annual rent of $200,000, and to such additional conditions the City may require; (f) each qualified elector of the City of Miami was given the opportunity of voting for or against the question set forth hereinabove. Section. 3. With respect to the question set forth. 14, I.3.1 hereinabove, it is hereby found and determined. that votes were cast by qualified electors, in favor of the question and that 10.208 votes were cast byqualified electors: against the question asto whether the City of Miami shall be authorizedto lease approximately 18.6 acres of City -owned waterfront property. on: Watson. Island to Parrot Jungle, and Gardens, Inc. for the development and operation of a. botanical garden. attraction and. ancillary entertainment and retail facilities for 45 years with one, 15-year renewal, subject to a capital investment of $3,000,000, to a. guaranteed minimum annual rent of $200,000, and to such additional conditions the. City may require, and the. City Commission hereby declares and: certifies that theproposed question was approved by. the qualified electors of the City of Miami at such. election. and that the, total number ofvotes on the question. in said election in said. voting precincts was 248341 ; and that a majority of the votes on. the cp.lestion in. said eaection insaid votingprecincts was cast in favor of said question_ Section 4. This Resolution shall become effective immediately upon its adoption. 9 4 2&SSED AND ADOPTED thi SS &NO APPROVED BY: RAFAEI, 0. D Al DEPUTY CIIY AlT APPROVED AS TO PO AND CDRR3CTNESS: ioiat) CERTIFICATION AND DECLARATION OF RESULTS ON THE SPECIAL ELECTION HELD ON NOVEMBER 7, 1 STATE OF FLORIDA ) COUNTY OF CADE CITY OF MIAMI ) WALTER J, FOEMAN, City Clerk of the City o Mlami, Florida, do hereby certify that all necessary legal steps were taken In connection with the conduct of a City of Merl SpecIM Election held on November 7, 1995, lncludfrig, though not limited to, the following Logic and Accuracy Tests: On Friday, November 3,, 1995, commenclrig at approximately 2 pm. , the Metro -Dade Qbunts't SUpe'i'visior of Elections had the tabufafing equipment located in the Elections Deparlment at the Stephen P. Clark Center, tested to ascertain that the equipment would correctly tabulate the precinct and absentee ballot votes cast for all City of Miami Candidates and referenda questions, •„, Test results were compared with the predetermined totals for each candidate and the referenda questions and (pursuant to requIrements established in, Section 101.5612, Florida Statutes) I witnessed and observed the performance and results of all required tests and Yetlied the correctness of the program, precinct header cards and test ballots, as well as any replacement of said materials required by and subject to said tests, Also ch this date, criteria was established by the Canvassing Board for absentee, ballot canvass, as well as the time for opening of valid absentee ballots, On Tuesday, November 7, 1995 (election day) commencing at 1 p,m• the Canvassing Board began the absentee ballot canvass, At approximately 5 o•rn, the Metro -Dade County Supervisor of Eloctions had the tabulating equipment located In the Elections Department at the Stephen P. Clark Center tested to ascertain that the equlpment had not been tampered with and that It would correctly count the preclnct and absentee ballot votes cast for all City of Miami candidates and the referenda questions. Sealed boxes were appropriately identified by Metro -Dade County Elections Department to secure the testing materials and the program microdisks, which, would ensure the inviolability of the materials in question. After the voting precincts were closed and the ballots were in, all precinct ballots cast wero counted. No ballot card was removed from or added to any ballot card container, ballot card tray or other segregation of ballots, and no ballot card was In any manner altered or tampered with by any person, and no person touched any ballot cards container, baliot card tray or ballot cards except the person authorized to do so pursuant to Section 1D1 5614, Florida Sta1utes. At the completion of the precinct and absentee ballot count, the automatic tabulating equipment was again tested to -Iscer-rain that the equipment correctly counted the precinct and absentee votes cast for all City of Miami candidates and the referenda questions. At the completion of this post -count Logic and Accuracy test, all voted ballots together with their precinct header cards, the duplicated and the spoiled ballots were appropriately 9 - 782 stored In card cabinets under specific sealed numbers, as more fully identified In the Logic and Accuracy Test Certificate received from the Metro -Dade County Elections Department, attached hereto. 1 further certify that all documents concerning these Logic and Accuracy Tests showed the tabulating equipment to be kInctionIng correctly and that said documents are presently in the possession of the Supervisor of Elections of Metro -Dade County, under sealed vault II. I further certify and declare that the results of the City ot Miami Special Election held on November 7, 1995 are as follows: CITY OF MiAMI SPECIAL ELECTION RESULTS November 7, 1995 (99 Precincts Processed, Including Absentees) Total Registered Voter - Miami Ballots Cast 111,752 100c/0 29,830 26,7% PROPOSED LEASE OF CITY -OWNED LAND ON VI GINIA KEY, MIAMI, FLORIDA COUNT PERCENT YES 11,509 47,45% NO 12,748 52.55% R TOTAL 24,257 PROPOSED LEASE OF CITY -OWNED LAND ON WATSON ISLAND, MIAMI, FLORIDA COUNT PERCENT YES 14,133 59.06% NO 10,209 41.94% TOTAL 24,341 2 782 ABSENTEE BALLOT COUNT CITY OF MIAMI SPECIAL ELECTION November 7, 1995 TOTAL ABSENTEE BALLOTS CAST: 2,053 PROPOSED LEASE OF CITY -OWNED LAND ON VIRGINIA KEY, MIAMI, FLORIDA COUNT PERCENT YES 531 35,88°/0 NO 949 64.12% TOTAL 1,460 PROPOSED LEASE OF CITYOWNED LAND ON WATSON ISLAND, MIAMI, FLORIDA COUNT PERCENT YES 657 45,15% NO 796 64,65% TOTAL 1 ,45'5 1 further certify that there were '.11509 votes cast for approval and 12 74-8 voles oast against the referendum question Tor the proposed lease of CIty-owne-d-lar75 on Virginia Key, Miami Florida, and hereby declare that salquestion was DISAPPROVED by the electorate, IV, I further certify that there were 14 1 against the referendum question? Island, Miami F4orfda, and hereby de electorate, votes cast for approve and 14 208 votes cast proposed lease of City -owned an�e on Watson are that said question was APPROVED by the WITNESS MY HAND and the official Seat o November, 1995. to and subscribed before mo this 15th day o RY P6,QI'E CiAL NOTARY' SEAL sfi_ SYLVIA LCWMAM t ION HUMBER 599 r� MY CION EXP. APR, he City of Miami, Florida, thl'b 151h day of November, 1995, by Walter J. Foerman, Notary Public Personally Known Did take an oath CUMULATIVE PEPCITONSTINAL 'ue Nov 07 42:06138 1995 AvENTURA AREA SPECIAL ELECTION Precincts Courted Absentee Precincts Counted Registered Vetere flatlets Cast AVENTURA CHARTER Yes No CITY OF HIALEAH PRIMARY ELECTICN Precirts Counted Absentee Precinct* Counted Registered Voters Ballota Cast COUNCIL Vote for 4 Juan Miguel Alfonso Raymund° (Raymond) Barrios Curran Caldwell 0,Angeto, salvetcre Carolyn Joan Ellis Ricardo Prrnandaz Rent Garclis Isis GercioiXertfnez Luis Gorez Nilo Jur! Poulin° A, WISIel Jesus Peet Andres "'Andy" Perez Julio Robalna Joe Rodriguez Revire, Marie Juan F. Sanchez Jose "Pepe* Yedra CITY OF MIAMI NONPARTISAN PRIMARY ANC SPECIAL ELECTIONS Precincts Counted Absentee Precincts co‘rted Registered Voters Ballots Cast GROUP II • COMMISSIONEA Alfredo Bard Willlam O. Callaway Joe Cerolto Vernon Hawthorne Ciark, Sr. Victor De Turret Seth E. Oatinsky piEnny (acQm Boon) Gontslez Rosa Green Halbert° Hernandez Wellington Rolle GROUP 111 COPNISSIONER J,L. PiLczner, Jr. Mania Reyes Margarita Ruiz PROPCSED VIRGINIA KEY LEASE Ye WO PROPOSED WAT0 SLAW) LEASE Yes No Total Cu dative 6 100.00% 1 IOD.00X 12,197 100.00% 3,909 3,443 69,59% 400 10,41% 34 100.00% 1 100,00% 55,419 100.00% 19,657 235 0.35% 7,619 11.491 7,3P3 11,14% 2,873 4.33% 629 0.95% 435 0,66% 1,04A 1.55% 5,608 0,45% 810 1.22% 8,404 12.671 6,490 976% 445 0,67% 2,643 4,29% 3,513 5.30% 237 0.16% 5,747 8.66% 3,582 5,40% 3,426 12,70% 98 100.00% 1 100,00% 111,752 100.00% 29,329 ' 419 1.531 478 1.74% 7,945 48.16% 5.87% ;p542— 27.51% 345 9.26% 142 0.521 341 1.24% 4)444- 27.31% —SOO& 4.03% 14,225 54,03% 6,319 24.00% 5,784 21.97% 11,5.09 47.45% 12,748 52.55% 14,133 58.0.6% 10,2*. 41,94X CITY OT MIAMI BEACH GE AND SPECIAL ELECTIONS Precincts Coirted Absentee Precincts Cotilted Registered Voters fielicts Cast FOR MAYOR Andrem Deiapinine Seymour Gelber FOR COmPOSSICNER - GROUP V Susan Gottlieb ACe tlerandi FOR COMmmISSIONER GROUP V! Matti Bower Martin Shapiro RENAMING "OCEAN GEACH PARK" Ye* No Page 32 100,00% 1 100,00% 36,568 100.00% 10,736 2,876 28.66% 7,090 75,145. 5,457 54.16% 4,619 45,24X 4,758 47,66% 5,225 52.34X 4,250 49,18% 4,392 50.32X CUT OF HIALEAH PAINARY ELECT Precinct% Counted Ahtenta• Precincts Counted *gestated Voters Ballots Cast II UMW.. Vote for 4 Juan Miguel Alfonso Rayre.ndo taarm.xd) itorrt(aa Cannel Caldu tl t'Angeto, Lslvotore Carolyn Jowl Ellis it i ca rtfv F o rnwxi. z Rent Garcia xais Grrrcia•Kartinz Lu1, Gowaz Kite Jury Paulin. A. Mwdz Jesus Piot ncr,n "Andy" Peru Julio Rpbal'rw Joe acdritutz Rovfra, Maria Juan F, Sanchez Jo411 ',Pepe" Vwciru CO MIAM1 MoaPAa't't 1r4Ak'r PECtAL FLEC71CWS t acl irscta Coa„tri betas AtI kata Cant WZOLIP 11 - OCKNISSIDNEit Mfrs.*: WTI WIllIfun o. CaIloke/ Jw Carollo Vernon Ntiauthorna Cteelt, tr. Vector 0e Turre 3ath E. 6alfnollty Marry Mom doom) C,vnzalez Rose Green wnt4rty Ylarnarrliz 4atlingtai Rotle FALL ELECTION; MONEMyt R 7, 1995 19,857 235 0,35% 7,621 11,481 7,39V 11,13% 2,876 4.33% 634 0.95% 435 0.68% ,050 1.53X 5,612 6.45% 612 1' . 2Z% a,417 12,68x 6,492 9.78x 446 0.67X 2,A43 cal 3,516 5.29% 238 0.36% 5,759 0,67% 3,588 5.40X 8,445 12. 72% 419 1.53% 4Ta' 1.74% ,945 26,9?% 1,6 5.67% 7,550 217.532 345 1,26% 142 0,52% 341 1.24% 7,495 27.33% 1,105 4.03% ount al '"" 7 82 11,^08/P5 11 'IC 1 P FLECTIONS J. CUMULATIVE REPORF • 1 Tue Nov 07 19;18'57 1995 A'VENTURA AoTA nrIcIAL ELECT' Pretincte. cou,n1tod AbOentee Procinctr. Count6d Registered Votora Bol,ots Cos% AVEN7URA CKARTER Yes ko CITY DF 41k_CA1 PRIMARY ELECTION Prints Counted Absentee Precincts Counted Registersel Voterr, Sel(otr, Cast COuNCIL Vote for 4 Juan McgVe Alfonso RisymLido (Rsyr,rond) iserrice Carmen CeldwoLl OfAngelo, Salvatore Carolyn 400ri Ellis Rica:roll. Fernandez Rene naJrcio Isis 5ercia•Nertinsz LOs .7.orme. kllo Juri RauHn9 A, Wynn 4cau4 Pura Andrea liAndyll Peru JLAio Rotaie Jos Rodriguez Rtvira, Norio Agin F. SAnchet CITY 0/ WAN! HOOART1GAN AO SPECIAL ELECTIONS Pretimoto cnunted AOGAntoe Precinatt Cou1t6O Registered Voter Saitate CouA NOUP II • CONMISSIONER ,Cfredo 5ored Wil1i6m 0, CWoizy Jos Carolle Vernon Nahstiwne Ciurk, Victor 04 Tier Sr nalinskY Homy (111,)cBoom). Gonzalez Roe° Omen 114Werto Hornender Vs1Iinoten Rolle GROUP !II • 'COWIESIONER J.L. Pr..mr.er, Jr. NnolD Reyo4 Margarita Ruit PO0PCSE1) VIROIRIA KEY LEASE YeS No PkoPuSi VATITCN 1&ku LEASE Yes NG Absentees FALL ELKTON'S WOVEMBER 7, 1995 0 0.00% 1 100.00% 0 0,00% 160 135 90.6C% 14 9,40% 0 0.0Q% 1 00.0CX 0 0.00% 628 7 D.42/ 231 13.97% 124 7.74% 60 3.631 67 4,051 9 0,54% 19 1.15% 126 7.62% 48 2.90% 227 13.72% 179 10.821 6 0.361 100 102 6.171 13 0.60%, 121 7.44% 117 7,07% 98 1.11.451 0 0.00% 1 100.00% 0 0,00% 2, 52 28 1,A6% 29 1.51% zoa 10.83% 50 2.60% 816 42.50% 21 1419% 9 0,471 29 1.51% 671 34.9S% 59 3.07% 1,068 56.09% 508 2648% 328 1713% 511 35,88% WO. 64.1aX 657 45,15% 798 54. CITY OF MIAMI SUCH 0ERM. SPECIAL ELECTIONS Precinots C6unted Absentee reetinots counteol Aeg1stercd Voters Ballots Cast FOR MAYOR Andrkv DoIRpisirlo SAynour Gelber FOR COWUSIONER • QR sown nott I iet, Aoa 1 trandi FOR COMMHISSIONER . 011 Kati Power KertIn Spiro AINAMIN0 uDaAN I1C} PAIK0 Ter 101 Ea poi/ col 0 0,00% 1 100,00% 0 0,0014 759 228 54.39% 435 65.61% 390 57.15X 292 42.82% 348 52,41% 316 47.59% 254 46.69% 2? 51,51% 782 METROPOLITAN DADE C NTY, FLORIDA DA OFFICE OF THE suPenvlsoR OF ELECTIONS SurrE1.9v3 111 N.W 1s4 STREET WWI, FLORIDA 33128.1962 (3o.5) STATE OF FLORIDA COUNTY OF DADE CERTIFICATION METIRCM3ACE CENTER MnIling Addreror O. Box C12241 tvliarro 'PlOrOda 33101-2241 I, David C. Leahy, Supervisor of Elections of Metropolitan Dade County, Florida, do hereby certify that the hereto attached is a true copy of the precinct and absentee ballot counts of the votes cast for municipal candidates and questions listed below at the No)'ember 7, 1995, City of Miami Nonpartisan Primary and Special Elections. GROUP II - COMMISSIONER. GROUP III COMMISSIONER. PROPOSED LEASE OF CITY -OWNED LAND ON VIRGINIA KEY, MIAMI, FLORIDA. PROPOSED LEASE OF CITY-0 1ED LAND ON WATSON ISLAND, FLORIDA, WITNESS MY HAND AND OFFICIAL SEAL, AT MIAMI, DADE COUNTY, FLORIDA, ON THIS 7TH DAY OF,NOVEMBER, 1995 David C. Leahy Supervisor of Elections Metropolitan Dade County, Florida CANVASS REPORT I.ed Nov 08 0902 Precinct (028) (029) %Irr. 0552 7 0 0.00 0501 1,394, 178 12.77' 0502 1,259 210 16,29 0503 596 292 48.99 0504 1,911 360 18.84 0515 1,613 190 11.74 0506 lao 40 22,22 0507 1,421 223 15.69 0508 1,597 2213 14.28 0509 1,117 350 31.33 0510 637 226 35.48 0511 1,867 272 14.57 0562 1,252 247 19.73 0513 689 116 16,544 0514 933 163 17,47 0515 382 47 12,50 0516 1,054 255 24,19' 0517 1,248 135 10.82 0515 1,352 208 15.05 0519 1,584 258 16,29 0520 1,184 247 20.36 0521 1,853 335 10,00 0522 1,738 346 19,91 0523 2,103 273 12.518 0524 604 155 25.66 0526 2,101 582 27,70 0527 1,464 392 26.74 0528 364 98 26.92 0529 1,617 3C6 15.92 0530 1,031 170 17,26 0531 1,260 161, 12.94 0532 454 115 25.99 0533 1,641 273 16,64 0534 907 61 6.73 0535 1,286 229 17.81 0536 741 53 7.15 0137 1,245 233 18.71 0538 1,553 217 13.97 0519 467 99 21.20 0540 4 0 0.00 0541 515 65 12.62 01542 305 103 33,77' 0543. 1,515 490 31,92 0544 502, 75 14,94 7545 1,634 484 29,62 0546 62 4 6,45 0547 1,630 507 31,10 7548 1,202 478 39,77' 0549 1,089 320 29.30 0550 1,413 426 301,15 0551 1,068 239 22,38 0552 477 148 31,03 0553 1,496 420 28.07 0554 1,646 566 34,39 0555 1,842 557 31,87 0556 2,073 561 27,06 0557 1,622 471 29,04 0558 1,327 425 32.03 0559 1,523 479 41,45 0560 1,854 634 34,20 0561 6136 203 29,59 0562 2,163 727 33.61 0563 1,944 685 35,24 0564 1,349 495 36.16 0565 1,592 557 34.99 0566 1,,743 675 38.73 FALL ELECTID45 UCOUNT Pim 5 w0v5m13E2 7, 1993 PRECNCTS 0111 OF MIAMI NOMPART 1 sAii Pii1mARY AND srEciAl E.IECTIoNS Preclnets Counrod Absentee Precincts Cw1ted (028) Registered Vut.ers (029) Bei lots 06st 98 100,00% 1 100,00% 111,752 100,00% 29,830, 26.69% Precinct (oas) (029) %trn. 0567 1,150 372 32,35 0568 354 103 29,110 0569 2,995 623 20.50 0570 1,085 132 30.60 0571 1,795 562 31.31 0572 1,084 334 30.81 0571 1,334 411 30.01 0574 1,693 494 29. la 0575 2,106 697 33.10 0576 1,967 661 33.60 0577 1,065 310 29,11 0578 2,019 461 22,53 0579 1,556 487 3.30 0580 570 130 26,00 °sal 1,741 470 27.46 0582 1,694 399 21,55 0583 1,449243 16.77 0584 1,304 313 24-00 0525 094 219 24.50 0556 1,371 333 24,29' 0587 975 734 24.00 0583 9 2 22.22 0519 47 8 17.02 0590 92 10 lax 0591 577 209 36.22 0592 43 5 10.42 0593 7 5 71.43 0594 113 24 21.24 0595 120 24 20.00 0596 2213 55 24.12 0597' 160 3421.25 0598 131 25, 19,08 W002 0 2,053 782 CAMS REPORT Wed koy 08 0902:02 1995 FAIJ. ELECNQNS RECDUNT NOVEMBER 7, 19?5 ECN GJELP SIONER (030) Alfredo Sued (031) 1.11ttlam 0 Callow3y (032) Joe Caroni) (033; Vernon, gawthorne Clcrk) Sr. (034) 1hator Cr vurre (035) Seth, E. GaHnriky (036) Manny (8aom nom) Conrolex 419 1.53% 478 1.74% 7,945 28,97% 1,609 5.87% 7,550 27.53A 345 1.26%. 142 0.520 Phpe 6 Prechlat (030) (01)) (032) (033) (3 (035) (036) Precinct (03 (033) (C34) (035) (036) 0052 0 0 0 0 0 0 0 0565 22 215 8 75 1 2 0501 2 7 18 17 74 2 0 0566 11 4 253 6 98 4 3 0502 1 5 29 10 110 5 1 0567 6 3 88 4 78 6 1 0503 5 3 78 4 77 2 1 0568 3 5 16 2 40 3 1 0504 3 12 72 17 146 11 3 0569 21 32 131, 19 152 26 6 0505 3 5 3 29 73 2 1. 0570 8 1 120 4 47 3 2 0505 0 0 11 2 15 2 1 0571 12 3 171 6 117 6 5 0507 2 6 6 59 79 1 0 0572 5 2 128 1 67 6 1 0508 4 3 5 30 96 2 0 0573 12 7 135 1 74 2 2 C509 7 2 119 2 53 1 0 0574 5 3 195 6 74 7 4 0510 2 0 90 3 21 2 0 0575 3 4 285 10 117 2 6 0511 3 5 4 45 110 1 0 0576 8 13 246 12 130 5 4 0512 3 4 3 78 81 1 1 0577 7 6 110 4 50 2 2 0513 1 2' 6 22 46 0 1 0578 12 4 7.05 6 62 3 2 0514 2 3 4 40 43 0 0 0579 11 4 142 6 121 7 1 0515 0 1 12 4 13 0 0 0580 1 0 43 4 24 0 0 0516 4 14 43 8 96 10 3 0581 9 20 123 7 131 20 7 0517 3, 4 12 14 55, 7 2 0582 3 22 56 17' 120 20 4 0518 2 3 21 34 65 2 1 0583 3 14 39 13 77 10 5 0519 1 10 6 54 92 0 0 0584 2 3 13 136 94 2 0' 0520 3 6 2 52 101 0 3 0585 1 2 3 126 34 3 1 0521 1 9 7 79 135 2 1 0586 4 19 56 12 119 20 2 0522 1 9 4 91 124 2 0 0587 4 8 29 12 111 16 5 0523 1 5 9 71 93 2 0 0588 0 0 0 0 0 0 0 0524 3 1 49 3 25, 1 0 0509 0 0 4 1 0 0 0 0526 3 3 175 5 195 2 1 0590 0 0 4 0 3 0 0 0527 9 5 142 9 88 2 1 0591 2 0 01 7 51 0 1 0528 0 5 30 6 25 1 0 0592 0 0 0 0 2 0 0 0529 4 4 49 23 108 0 0 0593 0 0 2 0 0 0 0 0530 1 7 43 3 48 1 3 0594 2 1 7 0 7 0 0 0531 2 2 23, 20 55, 0 0 0595 1 1 9 1 4 0 0 0532 0 3 7 44 37 0 1 0596 2 0 17 0 18 1 0 0533 9 8 12 62' 85 0 0 0597 0 1 15 0 6 0 1 0534 1 5 12 4 15 1 1 0598 0 0 4 2 10 0 0 0535 5 6 7 73 66 1 0 H002 28 29 208 50 818 21 9 0536 3 0 0 9 20 0 0 0537 1 3 67 6 71 5 2 0538, 5 9, 49 6 68 13 1 0519 4 3 30 3 26 5 0 0540 0 0 0 0 0 0 0 0541 6 2 15 1 20 2 0 0542 1 1 22 2 38 1 2 0543 0 4 208 5 86 3 3 0544 0 4 15 5 37 1 0 0545 5 4 185 3 111 6 1 0546 0 0 1 0 1 0 0 0547 7 4 186 1 79 2 1 0548 5 7 103 2 73 1 3 0549 0 2 142 1 62 0 0 0550 7 4 166 3 79 2 2 0551 6 5 89 4 49 1 1 0552 1 3 37' 3 32 0 0 0553 2 3 140 4 94 3 1 0554 12 2 In 4 132 1 0 0555 13 3 193 5 115 3 2 0556 6 2 239 0 131 1 3 0557 4 3 147 2 85 7 0 0558 3 6 131 4 70 2 2 058 9 5 3 165 6 121 9 7 0560 5 5 248 6 144 6 2 0561 8 6 58 4 47 2 1 0562 10 5 261 7 125 4 4 0553, 8 4 302 3 74 3 0 0564 5 1 212 2 69 0 1 CANVASS REPOr FALL ELECTICII'S R600UMT Wed Nov 08 0P0202 1995 NOVEHDER 7, 1995 ECIN (037) Rosn Green (um) Nurrogerto Oernoridcr, (039) Vet f n9ton Rolle 341 1.243 7,495 27.333 1,105. 4,033 Precinct Plrecfnct (037) (035) (039) 0052 5 0 0 0501 3 11 22 0502 5 21 10 0503 3 77 4 0504 10 39 23 0505 4 7 20 0506 a 2 1 0507 4 5 30 0508 4 5 52 0509 4 100 1 0510 2 64 2 0511 5 11 47 0512 2 6 26 0513 3 0 20 05'4 4 10 20 05 15 2 3 2 0516 8 33 20 0517 4 9 13 0515 2 25 22 0519 11 13 32 0520 4 9 35 0521 5 7 43 0522 7 16 45 0523 7 8 29 0524 3 57 3 0526 2 145 11 0527 1 86 B C523 0 22 1 0529 3 46 25 0530 3 44 8 0531 7 4 76 0532 1 2 6 0535 6 1 33 0534 2 8 4 0535 4 0 41 0536 1 2 14 0537 1 49 3. 0538 7 34 9 0539 3 21 1 0540 0 0 0 0541, 1 12 1 0542 2 13 7 0543 0 135 1 0544 0 4 3 0545 2 137 Z 0546 1 0 0 0547 2 168 9 0543 3 159 7 0549 3 92 2 0550 4 159 5 0551 3 65 1 0552 1 55 1 0533 2 148 1 0554 4 196 2 0555 6 210 7 0556 4 127 2 0557 4 178 8 0558 2 181 2 0539 1 137 4 0560 4 177 5 0561 1 63 4 0552 6 259 3 0563 2 230 1 0564 4 166 6 0565 1 211 7 0566 9 257 9 0567 3 152 10 0568 2 24 4 0569 17 143 31 0570 5 123 2 0571 8 189 7 0572 3 105 0 0573 1 151 10 0574 2 167 9 0575 1 228 4 0576 3 197 5 0577 3 101 4 0578 2 145 4 0579 6 148. 8 0580 2 46 3 csal 10 82 23 0582 8 100 23, 0583 4 37 IC 0584 0 4 16 0585 0 0 12 0586 6 42 29 9587 3 23 8 0536 0 0 0 0589 0 2 0 0590 0 2 0 0591 0 44 10 0592 0 0 2 0593 0 3 0 0594 0 (, 1 0595 0 6 0 0596 0 16 1 0597 0 9 0 0595 0 7 0 N002 29 669 59 7 fl Page ? C.AmVA,C$ REPORT FALL P.66110445 REC0U4T Wed Nov 08 09:0202 1995 7, 1995 ECIN GRoDUP III • co(.M1VSIORER (051) J.L, Planer, Jr. (057) Manic Reyes (053) Margarita Pufr 14,225 54,03% 6,319 24.00% 5754 21.974 Pretimt (051) (052) (053) Prednct (051) (052) (053) 0052 0 0 0 0564 147 124 137 0501 140 12 13 0565 , 165 148 150 0502 141 21 31 0566 202 195 155 0503 99 78 63 0567 150 96 101 0504 224 50 62 0568 61 20 16 0505 142 7 5 0569 361 129 98 0505 21 10 7 0570 105 104 100 0507 175 10 8 0571 229 142 124 0505 188 9 7 0572 139 n 86 0509 118 79 B6 0573 157 112' 98 0510 78 54 65 0574 173 140 124 0511 224 7 3 0575 213 210 199 0512 205 8 3 0576 281 171 165 0513 105 4 1 0577 113 91 75 0514 111 13 11 0578 164 97 140 0515 35 4 3 0579 214. 109 118 0516 153 48 42 0560 53 25 35 0517 'D7 15 12 0581 328 75 46 0518 158 10 15 0582 253 96 38 0519 213 9 6 0563 160 47 30 0520 198 13 1 0554 270 9 8 0521 269 12 8 0585 166 ID 8 0522 287 20 6 055E 201 74 35 0523 208 16 8 0587 148 50 25 0524 69 36 36 0588 1 1 0 0526 289 98 109 0589 4 1 2 0527 193 52 87 0590 5 2 1 0528 45 19 15 0591 117 26 27 0529 191 17 41 0592 5 0 0 0530 91 29 76 0593 1 2 2 0531 105 14 19 0594 8 5 8 0532 97 6 8 0595 10 6 5 0533 216 12 4 0595. 24 16 12 0534 33 11 9 0597 9 14 8 0535 194 7 1 0595 12 3 6 0536 44 3 3 N002 1,069 SOB 328 0537 116 38 25 0538 116 43 40 0539 54 23 17 0540 0 0 0 0541 27 12 17 0542 48 20 15 0543 180 122 112 0544 51 11 6 0545 183 119 127 0546 4 0 0 0547 161 175 155 0548 169 120 126 0549 115 72 93 0550 156 179 97 0551 96 56 56 D552 57 52 29 0553 135 65 134 0554 176 181 157 D555 165 196 150 8556 150 163 158 0557 152 149 99 0558 131 130 104 0559 174 138 102 0560 214 169 181 0561 97 37 56 0562 219 199 223 0563' 199 181 172 95- 782 1:ASVASS REPORT wed Nov 08 0;02O2 1995 OYEKIER 7, 1995 Precinct (056) FALL ELECTIOF6 4ECOU T PRECIN P13OPOSZ0 V1n1S1A KEY LEASE (056) Yes (057) No PRO00SE S MANI) LEASE (06) Yes (061) No 0052 0 0 0 0 0501 92 49 106 32 0502. 102 87 150 43 0503 69 113 87 85 0504 145 190 232 95 0505 84 50 56. 38 0506 15 20. 30 6 0507 105 62 120 43 0500 124 54 126 50 0509 119 156 155 118 05I0 82 103 96 93 0511 117 93 136 69 0512 122 73 122 60 0513 55 41 55 34 0514 76 45 30 37 0515 24 13 28 10 0516 105 139 168 00 0517 69 38 78 26 0518 96 58 99. 40 0519 131 68 134 50 0520 12C 70 125 56 0521 169 99 201 69 0522 159 106 lei 85 0523 121 53 154 55 0524 61 78 85 56 0526 237 199 292 165 0527 125 178 145 149 0528 49 26 49 24 0529 130 95 143 84 0530 80 55 98 39 0531 71 50 67 37 0532 63 36 58 35 0533 137 72 122 70 0534 29 24 39 12 0535 102 87 109 68 0536 32 14 33 12 0537 99 68 107 56 0533 104 103 134 73 0539 37 62 5? 42 0540 0 0 0 13 0541 34 25 47 13 0542 43 31 44 30 0543 1713 178 218 139 0544 37 35 53 14 0545 187 199 216 178 0546 3 0 3 0 0547 179 223 210 165 0545 189 204 222 178 0544 101 178 116 162 0550 190 191 226 160 0551 39 111 110 94 0552 57 68 62 61 0555 151 190 169 171 0554 201 261 230 232' 0555 198 256 2413 227 0556 190 265 236 240 0557 160 237 194 192 0558 140 201 157 104 0559 189 215 245 165 0560 211 287 267 259 0561 73 113 104 77 0562 250 331 317 286 0563 216 300 249 269 0564 150 206 186 186 0565 210 223 250 194 11,509 47,45% 12,748 52.55% 14,133 58.06X 10,208 4I.94X Precinct (056) (057) (060) (061) 0566 213 255 246 243 0567 169 165 204 135 0568 48 49 63 35 0569 223 357 363 218 0570 109 161 133 167 0571 227 262 281 202 0572 130 140 165 123 0573 149 204 196 165 0574 199 223 230 162 0575 240 343 277 318 0576 266 307 342 250 0577 122 144 150 126 0578 176 210. 212 181 0579 198 241 261 187 058D 51 51 69 41 0581 209 234 304 141 0582 168 222 268 122 0583 104 129 161 73 0504 171 76 174 65 0585 125 47 121 39 0586 127 197 205 120 0557 116 111 168 62 0588 0 1 1 0589 2 6 2 6 0590 1 6 3 4 0591 65 72 no 59 0592 2 2 0 3 0593 4 1 3 1 0594 9 13 14 8 0595 11 7 14 4 0596 25 26 35 17 0597 14 14 229 0598 8 12 10 10 NO02 531 950 657 799 Phot ' EXHIBIT E Resolution No. 966-55 26 MIADOCS 13317638 10 39988 0010 j6-54,7 25/96 " g RESOLUTION NO, 916 - A RESOLUTION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE A NEGOTIATED AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, ,WITH THE STATE OF FLORIDA, BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST, FOR A PARTIAL MODIFICATION OF THE DEED RESTRICTIONS ON WATSON ISLAND NECESSARY TO ALLOW THE PROPOSED DEVELOPMENT OF A BOTANICAL GARDEN ATTRACTION UNDER A PROPOSED LEASE TO PARROT JUNGLE' AND GARDENS, INC,'PROVIDING FOR COMPENSATION TO THE STATE OF NOT MORE THAN SEVEN AND ONE RALF PERCENT (7,5%) OF CERTAIN REVENUES AS SET FORTH IN araD AGREEMENT. WHEREAS, pursuant to applicable Sections of the Charter and Code of the CiCy of Miami, Florida ("Charter and Code") , a amended, pertaining to Unified Development Projects, Parrot Jungle and Gardens, Inc. submitted. a proposal to the City of Miami (Tityff) for the deVelopment aad operation of a botanical garden attraction on approximately 13.6 acres of O:Lty-owned waerfront property on Watson Island on a lease basis for a period of forty-five (4 ) years with the option to*renew'for ona-' additional fifteen (15) year period; and WHEREAS, sa:i.6 proposal was duly evaluated and accepted by' the City and the propOsed lease transaction as -subsequently approved by a majority of voters of the City at a referendum held November 7, 1995; and cirr corvmussrou MEET/t/G JUL 2 5 F.)36 ilonalutIon Ng. 00 555 WHEREAS, the subject City -owned property, along with the balance of Watson Island and other lands, were given to the City by the State of Florida ("State") under Deed No. 19477 which stipulated that said lands be used solelyfor public purposes, including municipal purposes, thereby requiring approval from the State for any lease to a private entityt and WHEREAS, pursuant to Resolution No, 95-868, adopted December 7, 1995, the City requested the Governor and Cabinet of the State of Florida, sitting as the Board of Trustees of the Internal Improvement Trust (the "Board"), to grant either a determination of consistency or a waiver of the deed restrictions a8 it pertains to the proposed development and lease; and WHEREAS, the City Manager and staff of the Department of Conirnunity Planning -and Revitali2ation have worked diligently with the Florida Department of Environmental Protection ("DEP") to reach an agreement regarding said matter, which is to be heard by the Board at its July 23, 1996 meeting; and WHSREAS, the City Manager and staff have recommended, and the State has agreed to accept a form of compensation in consideration of a partial modification to said deed restrictions, said compensation being based on a recent appraisal of the proposed project, and to be paid annually by the City;/ and WHREAS, ihe6acuriatl6h--6 said compensation has been agreed as $26,250 (m 7.5% of $350,000, the minimum rent from said appraisal) or the cumulative total of the following, whichever is greater; 0.53% 7, 5% of 7% of gross revenues from ticket sales (admissions), 0.,23% (a, 7,5%' of 3%) of 'groris - 2 96- 555 'revenues from banquet and restaurant food sales, and 0.3W ( 7.5% of 4%) of gross revenues from retail, gift and concession sales; and WHEREAS, the ttached agreement proVides complete and detailed terms and conditions for the partial waiver of said deed restrictions; NOW, THEREFORE, BE IT RESOLVED BY THE COMMIES'° QP THE CITY OF MIAMI, FLORIDA; Section 1. The recitals and findin contained in the Preamble to this Resolution are hereby adopted by reference thereto and incorporated hereih ag" if' ially -set forth in thie Section. ,y •• Section 2. The -City Manager is herebyauthorized- to execute a negotiated agreement, in ubstantially the attached form, with the State_of .Florida, Board of Trustees of the Internal Improvement Trust, for a partial modification of the Deed Restrictions on Watson Island necessary to allow the proposed development of a botanical garden attraction under a proposed lease to Parrot Jungle and Gardens, Inc., and providing for compensation to the State of Florida of not mare than seven and one half percent (7.5W) of certain revenues as set forth in said agreement. The herein authorization is further subject to compliance with all requirements that may be imposed, by the City Attorney, including but not .limited to those prescribed by. applicable C±ty Charter and. Code provisions.. 555 iection 3. This Resolution shall become effective immediately upon its adoption - PASSED AN DQP A 1CiLtY ASSISTANT CI . APPROV T 2501 - 4 - day of Jut • • 1996, EXHIBIT F Partial Modification of Restrictions 27 MIADMS 1331 763E1 10 39988 0010 'arc 1907Z '14830 41, L';:.1..""):: OOR 225 200UAP R °R0hil217OF qkg:SPOES 017 THE INTERNAL 7MPROVEMENT \C5 TRUST FUND OF THE STATE OF FLORTDA DEED NO, 19447 1.1 N,} PARTIAL MODIFICAT.ON OF RESTRICTIONS KNOW Z41 MEN BY THESE ESENT; That WHEREAS., the BOARD OF TRUSTEES OP THE INTERNAL 1MPROVEMSNT TRUST FUND OF THE STATE Or FLORIDA, ("SOARD OF TRUSTEES"), is by Section 25E:-03., (Florida Satutes, uthe.rized and empowe.red to modify restricted uses for certain lands under theterms and conditions set forth herein; and, WHEREAS, the. said BOARD OF TRUSTEES conveyed to the City. of Miami ("CITY") certain ands more per7.icniarl described in Dced No. 19447, recorded in.. Deed Book 3a3o, Page 2.57, Rublic Records ot: Dade county, 'Florida; and WHEREAS, said Deed No. 19447 contains the following restrictions ("Original Restrictions"): PROVIDED, HOWEVER, anything heroin to the contrary notwithstanding, this deed ...s gdven and :granted,upon the express condition subsequent that the Granteeherein or. its successors and assigns shallne.ver seal or Convey ar lease the above described land -or' any part thereof to any private person, firm or corporation for any private use or purpose, it being the intentionof this restriction that the said lands shall be used solely for publicpurposes, including municipal purposes and not otherwise. PROVIDED, FURTHER, anything hereinto the contrary nctwithstanding, thisdeed is given and, granted upon the further expresscondition subsequent that the Grantee herein its successors or assigns shall not give or grant any incense or permit to. any private person., firmor corporation to construct or make" byany means, any islands, fills, emban)cmonts, structures, buildings or other similar. thilngs within or upon the above described lands or any part thereof for ary private use or purpose, as distinguished fromany public or,municipal use or purpose. It is covenanted and agreed that the above conditiont5 slabseqent ahall rain with the land aci any violatloh thereof shall render this deed null and void and the above described ?la 19072 P-C- 4831 lands shall, in such event, revert to the Grantors or successors. WHEREAS, the CITY i5doi f ,easing that portion of the lands conveyed to the CITY by Deed No. 19447 which is described in 'Exhibit A attached hereto and made e part hereof to Parrot jungle & Gardens, Inc., a Florida corporation, to allow for the relocation and development of a botanical garden and aviary attraction known aa Parrot Jungle & Gardens, on Watson island and in order to accomplish the same, it is necessary that the Original Restrictions be modified by the BOARD OF TRUSTEES; and WHEREAS, said BOARD OF TRUSTEES did approve thin Partial Modification of Restrictions on the 26th day of June, 1997. NOW THEREFORE, IT IS HEREBY COVENANTED AND AGREED: THAT the Original Restrictions pertaining to the lands described in Exhibit A are hereby modified by the BOARD OF TRUSTEES to allow the CITY toleasethe lands described in Exhibit A to Parrot Jungle & Gardens, Inc:, a Florida corporation, for the relocation and development of a botanical garden and aviary attraction known. as Parrot jungle. & Gardens, on Watson island on the, lands described. in Exhibit "A.", subject to the, following conditions ('Special Conditions"): 1. The CITY will insure andguarantee. that the Par • t Jungle & Gardens, Inc., shell obtain all. permits required by law for the proposed development. The BOARD OFTRUSTEES recognizes that ownership of the proposed development. may change (although it is understood thatthe nature of the operation will not change). In such event, the. CITY will insure and guarantee that. Perrot Jungle & Gardens, Inc., or its successors and assigns will obtain. the required permits, 2. The CITY. shall submit annual financial audit reports to the BOARD OF TRUSTEES which have been completed by an independent certified public accounting firm in. accordance with generally accepted accounting standards and practices which certify the accuracy of the annual rental paymenta required by Special condition Page 2 of 10 Partial Modification of ntrictionaRestrictions Deed No. 19447 ?FEFC, 190721-1; 4832 No. 4 of this Partial Modification of Retrictions a described below. 3. Development of the lands described in Exhibit "A" as a botanical garden and aviary attraction known as Parrot Jungle & Gardens shall be completed within five years of the execution of this Partial Modification of Restrictions which shall be verified by the CITY in annual reports to the BOARD OF TRUSTEES until the proposed development is completed. Parrot jungle & Gardens will be deemed completed upon being "open to the public" ("Date of Completion"), The Date of Completion shall bewithin five years of execution of this Partial Modification of Restrictions. The BOARD OF TRUSTEES recognizes that there may be instances when unavoidable delaysmay be encountered which are caused by circumstances beyond the reasonable. control of the CITY and could not have been or cannot be overcome by the CITY's due diligence. In the unlikely event of such, an unavoidable delay, the BOARD OF TRUSTEES agres to the following process: a. Upon occurrence or .such en event causing delay, or upon becoming aware of a potential for delay, the CITY shall notify the Director of the Division of State Lands, Department cf Environmental Protection ("Division") in writing within seven days of the anticipated length and cause of the delay, the measures taken cx to be token to minimize the delay and the timetable by which the. CITY intends to implement these measures. b. The parties will then enter into discussions to determine the appropriate extension to allow the CITY adequate tine to meet the delay or anticipated delay. The Division may agree to extend the time for performance hereunder for a period equal to the agreed delay from such circumstances. Such agreement shall adopt all reasonable measures necessary to avoid or minimize delay. c. If the parties cannot agree, the Division will provide the CITY with notice. and an opportunity fox a hearing Page 3 of 10 Partial Modifies, ion of Deed No, 19447 Re5 t .ictions F ° RtC 1907(n 4833 before the BOARD OF TRUSTEES before determining that tte CITY is not in compliance with Special Condition No, 3. 4. The CITY shall make two annual payments to the BOARD OF TRUSTEES, in the amount of twenty-six thousand two hundred fifty and 00/100 dollars ($26,250,00) each, car the cumulative total of the following, whichever is greater: a, 0.64 percent of annual gross ticket sales at Parrot Jungle 4 Gardens; b, 0.225 percent of annual gross banquet/restaurant food revenues at Parrot jungle L Gardens; and c. 0.3 percent of annual gross retail/gift/concessions sales at Parrot jungle & Gardens, The, C111 shall make its first annual payment to the, BOARD OF TRUSTEES ne later than thirteen (13) months after the Dateof Cempletion. The CITY shall make its second annual payment to the BOARD OF TRUSTEES no later than twenty -live (25) months after the Date of Completion. 5, It is hereby agreed to by the CITY and the BOARD OF TRUSTEES that, commencing twenty-four (24) months from the Date of Completion, the CITY shall be responsible for making payments on a monthly basis to the BOARD OF TRUSTEES, Each monthly payment shall be made no later than thirty (30) days after the end of the month for which payment is due. Monthly payments shall continue for forty-eight (4n) yeaxs, or as long as Parrot jungle 4 Gardens is located on the lands described in Exhibit "A", whichever .15 e longer period of time, as follows: a. 0.64 percent of monthly gross ticket sales at Parrot jungle 4 Gardens; b, 0.225 percent of monthly gross banquet/restaurant food revenues at Parrot Jungle & Gardens; and c. 0.3, percent of monthly gross, retailigitt/conhesions sales at Parrot Jungle & Gardens - If after every twelve (12) monthly payments, commencing on the date on which the CITY begins making monthly payments, the total monthly payments for the preceding twelve (12) month period do not eqbal or exceed $26,250,00, the CITY shall pay the BOARD OF TRUSTEES, the Page 4 of 10 Partial Modification of Restrictiona Deed No. 19447 OFF I9OT4834 difference between $26,250.00 and the total monthly payments for said twelve (12) month period. 6. This Partial Modification of .ictions applies only to the lands described in Exhibit A and shall not affect or modify the restrictions imposed upon the other lands described in Deed No. 19447 which have not previously been waived cr modified by the BORD OF TRUSTEES. 7. If the CITY refuses or otherwise fails to comply with any or all of the Special Conditions in a timely manner tu the satisfaction of the BOARD OF TRUSTEES, and, the CITY and/or Parrot Jungle & Gardens, Inc.,, and/or the mortgagee of Parrot Jungle and Garden, irc. ("Lessee's Mortgagee"), fails to cure any default or non-compliance after being given the opportunity to do se in accordance with Special Condition Nos, 6 and 9, respectively, this Partial Oodification of Restrictions shall automatically, and without any other notice of any kind, terminate, cease to exist, and be null and void ab initio and the Original Restrictions contained in Deod No. 19447, except for those which have been previously waived or modified by the BOARD OF' TRUSTEES, shall be re -imposed on the lands described in Exhibit A. B. It is recognized and agreed by the CITY and the BOARD OF TRUSTEES that the CITY is entitled to basic notice of default and an opportunity for a hearing before the BOARD OF TRUSTEES voids this Partial Modification of Restrictions. Therefore, the following process is established: a. The BOARD OF TRUSTEES agrees that in the event that the BOARD OF TRUSTEES or the Division finds that the CITY has failed to comply with all of the Special Conditions in a timely manner, the BOARD OF TRUSTEES or Division will issue notice to the CITY of such failure. A notice of noncompliance issued by the BOARD OF TRUSTEES Dr Division will state the alleged area of noncompliance and will provide the CITY with reasonable time (being no less than thirty (30) days from receipt Page 5 of 10 Partial Modification of Restrictions Deed No. 19447 rc 1907 PC 48'35 of notification) to cure a default in payment or ether area of noncompliance. b. The BOARD OF TRUSTEES agrees that the original Restrictions set forth in Dedication NO, 19447 and referenced in this Partial Modification of Restrictions shall not be re-impoaed until such time aa a hearing iu provided before the BOARD OF TRUSTEES and the BOARD OF TRUSTEES finds the CITY to be in default of the required payment or in noncompliance of a Special Condition. In the event of such a finding of default or noncompliance, the BOARD OF TRUSTEES may, after compliance with Special Condition No. 9, order that this Partial Modification of Restrictions be terminated and nullified. 9. The BOARD OF TRUSTEES agrees that in the event the BOARD OF TRUSTEES or the Division issues a notice of non-compliance to the OrrY.,purshant to Special Condition No. 9 above., a copy of such notice of non-compliance shall also be delivered at the same time to Parrot Jungle & Gardens, Inc., and to Lessee's Mortgagee, If the CITY fails to cure the default in payment 'or other area of non-compliance and a hearing is scheduled before the BOARD OF TRUSTEES, the BOARD OF TRUSTEES shall give Parrot Jungle & Gardens, Inc., and Lessee's Mortgagee reasonable notice of such hearing and the right to attend. In the event the BOARD OF TRUSTEES determines at such hearing that the default or non- compliance has not been cured, Barret Jungle & Gardens, Inc., and/or Lessee's Mortgagee shall have 30 days from the date the BOARD OF TRUSTEES enters its finding of default or non-compliance to cure any monetary default and 90 days from such date to cure any non -monetary default. Notwithstanding the foregoing, if Parrot jungle & Gardens, Inc., and/or Lessee's Mortgagee cannot ctire such non -monetary default within. the 90 day period, the BOARD OF TRUSTEES, at its sole discretion, may extend such 90 day period tO give parrot Jungle o GeArden, Inc., and/or Lessee's Mortgagee adequate time to cure such non -monetary default provided that Parrot jungle & Gardens, Inc:, and/or Lessee's Page 6 of 10 Partial Modification cf Restrictions Deed to. 19447 1:072 P-6 06 Mortgagee undertakes necessary cure provisions and diligently prosecutes the same. This Partial Modification of Restrictions may not be. terminated or nullified until such time es Parrot Jungle & Gardens, Inc. and/or Lessee's Mortgagee shall have failed to cure the default or non-cOmpliande within the time frame set forth above. 10. The BOARD OF TRUSTEES and the CITY agree that the Lease between the CITY, as lessor, and Parrot Jungle & Gardens, Inc., as lessee, attached hereto as Exhibit B was anticipated in the BOARD OF TRUSTEES' approval of this Partial Modification of Restrictions to allow for the relocation and development of Parrot Jungle & Gardens in accordance with the Lease attached as Exhibit B. 11. ThiS Partial Modification of Restrictions shall become effective upon execution by the parties. Page 7 of 10 Partial Modification of Restrict, Deed No. 19447 190727G 487 IN WITNESS WHEREOF, the parties have caused this Modification of Restrictions to be executed on this , 1997. BOA IMP STA Byt STATE OF FLORIDA COUNTY OF LEON RUSTS OF THE INTERNAL 4NT TRUST FUND OF THE FLORIDA • .IS0N, JR., DIRECTOR, 0, VISION OF 9 ATE LANDS', DEPARTMENT OF ENVIRONMENTAL PROTECTION The, foregoing instrument ws,cknowIndged before me this daY ot by Percy W. Mallison, Jr., as Director, Div!State Lands, Department of Envirbnmental rotecticn, actin agent for and on behalf of the BOARD OF TRUSTEES of the Internal Improvement Trust Fund of the State of Florida. He is personally kn' to me. Public, da OFFICIAL MOTARY trEAL PATRICIA TOLOI) AY 2 0 commasairol NOURIA VT -N- 0ca4o3eri 1,...: C) COWS , °P F APR. 18,2000 Page 6 of 10 Partial Modification of Rest Deed No. 19447 Printed7TyPediS-amped—Name Commission No. Commission Expires: Approved as to Form and Legality DEP y CcIne •tions OFF 7Zpi 4838 Print/Type Witness Name Plir)ct (2-c-kli. (.0 Lz.._ Pint/Type Witness Name STATE OF FLORIDA) )SS: COUNTY OF DADE CITY OF MIAMI, FLORIDA, a municipal Corporation of the S te of Florida By: Edward Mar Fd Edward Marquez [Printttype Name] ATTEST: City ''.• (OFFICIAL 'sEL) (SEAL) Manager APPROVED AS TO FORM A CORRECTNESS: Byr The fOregoing instrument was acknowledged before me this day oF 1997, by E:c1. (..t.) Cr-a- f-1,,Qr 1,--t t-City Hanager on bchaiCcdf the CITY OF MIAMI, FLORIDA, yr-A-7,----OPPICERCIRDTPTTlibrAL o NW RUILOBA e, 0 COIAMINII011 HL110160 , 3 ' cc5383e7 s9 oaulatialoti Eiumnei3 -11,101. 10,2Q9,91. PRINT NAME OF NOTARY PUBLIC Did Take An Oath Did Not T c An Oath Persotudly Known Produced 1.D. Type of I.D, Produced; My Conumission Expires: CFK/pb/W007 Page 9 of 10 Partial Modification of Restrcdow Deed No. 19447 as identification, nall known to -minced SIGNATURE OF NOTARY PUBLIC STATE OF FLORIDA RI-, 19072-PG 4839 EXHIBIT A COMMENCE AT A POINT KNOWN AS P. T. STATION 25+50 OF THE OFFICIAL MAP OF LOCATION AND SURVEY OF A PORTION OF SECTION 8706, DESIGNATED A PART OF STATE ROAD A-1—A IN DADE COUNTY, FLORIDA, AS RECORDED IN PLAT DOCK 56, AT PAGE 71, OF THE PUBLIC RECORDS OF DADE COUNTY, FLORIDA, SAID POINT BEING THE POINT OF TANGENCY OF THE CENTER LINE OF THE MOST NORTHERLY CURVE OF GENERAL, DOUGLAS, MACARTHUR CAUSEWAY, RUNNING SOUTHEASTWARDLY FROM THE NORTHWESTERLY CORNER OF WATSON ISLAND AND HAVING A RADIUS OF 1432,69. FEET AND A CENTRAL ANGLE OF 62°00'00"; THENCE RUN NORTH 60°52'45" EAST, ALONG THE NORTHEASTERLY PROLONGATION OF THE RADIAL LINE OF THE ABOVE MENTIONED CURVE FOR A DISTANCE OF 670.74 FEET TO THE POINT OF BEGINNING OF THE PARCEL TO BE DESCRIBED. (SAID POINT BEING ALSO, TAE POINT OF BEGINNING OF LEASE AREA 1 MIAMI YACHT CLUB); THENCE SOUTH 09'52'53" EAST ALONG THE SOUTHWESTERLY LINE OF SAID LEASE, AREA 1 AND ITS SOUTHEASTERLY EXTENSION, FOR 857,30 FEET; THENCE SOUTH 60'52'45" WEST, FOR 223.24 FEET TO ITS INTERSECTION WITH A LINE PARALLEL AND 100 FEET NORTHEASTERLY OF THE MOST NORTHERLY RIGHT OF WAY LINE OF SAID MACARTHUR CAUSEWAY; THENCE NORTH 29°07'15" WEST,. TO SAID PARALLEL THE RIGHT OF WAY FOR 1100.97 FEET TO A POINT OF TANGENCY; (A) THENCE ALONG A TANGENTIAL CURVE CONCAVE TO THE SOUTHWEST HAVING A RADIUS OF 800.00 FEET, A CENTRAL ANGLE OF 25°16'16" FOR AN ARC DISTANCE OF 352.85 FEET; THENCE SOUTH 90'00'00" WEST FOR 94.95 FEET TO ITS INTERSECTION WITH THE NORTHERLY RIGHT OF WAY LINE, OF SAID MACARTHUR CAUSEWAY AND A CIRCULAR CURVE CONCAVE. TO THE SOUTHWEST, SAID POINT BEARS SOUTH 4151'52" WEST FROM ITS CENTER; (B) THENCE ALONG SAID CURVE HAVING FOR ITS ELEMENTS A RADIUS OF 1090.64 FEET, A CENTRAL ANGLE OF 0647'18" FOR AN ARC DISTANCE OF 129.22 FEET TO A POINT OF COMPOUND CURVATURE; (C) THENCE ALONG A COMPOUND CURVE CONCAVE TO THE SOUTHWEST HAVING FOR ITS ELEMENTS A RADIUS OF 1411.25 FEET, A CENTRAL ANGLE OF 20'27'49" FOR AN ARC DISTANCE OF 514.75 FEET; (0) THENCE NORTH 34°54,16" EAST FOR 338.29 FEET; THENCE SOUTH 55'05'14" EAST, FOR 726,47 FEET TO ITS INTERSECTION WITH THE APPROXIMATE SHORELINE OF BISCAYNE BAY; THENCE CONTINUE ALONG SAID, SHORELINE FOR THE FOLLOWING FIGHT COURSES: (1) SOUTH 88'21'37" EAST FOR 63.38 FEET; (2) THENCE SOUTH 86009'34" EAST FOR 68.17 FEET; (3) THENCE SOUTH 8223'21" EAST FOR 131.22 FEET; (4) THENCE SOUTH 72'18'34" EAST FOR 87.21 FEET; (5) THENCE SOUTH 68'29'02" EAST FOR 102.34 FEET; (6 THENCE SOUTH 67'53'24" EAST FOR 82.52 FEET; (7) THENCE SOUTH 69 005'26" EAST FOR 94.62 FEET; (8) THENCE NORTH 80°40'44" EASTFOR 46.77 FEET TO, ITS INTERSECTION WITH THE SOUTHWESTERLY LINE OF SAID LEASE AREA 1; THENCE SOUTH 0B°07'15" EAST ALONG SAID LINE FOR 288%12 FEET TO THE POINT OF' BEGINNING AND THERE TERMINATING. CONTAINING 18.6134 ACRES MORE OR LESS (INCLUDES 2.5025 ACRES MORE LESS OF SUBMERGED LANDS), %von()6nivor-Acw..nrcu.eu cf rave crxiviv, lic)°4 RecroAn VE+ PIED PIARVEY RUVIIN CLE, cencuir couRr Page 10 of 10 Partial ModificatLon of Routriotions Deed No, 19447 EXHIBIT G Leapt! Description ofLand PARCEL I: That portion of WATSON ISLAND lying and being in Sections 31 and 32, Township 53 South, Range 42 East, being more particularly described as follows; Commence at a point known as P.T. STATION 25+50 of the official map of location and survey of a portion of Section 8706, designated as a part of State Road A-1-A in Dade County, Florida as recorded in Plat Book 56 at Page 71 of the Public Records of Dade County, Florida, said Point being the point of tangency of the centerline of the most Northerly curve of General Douglas Macarthur Causeway, running Southeastwardly from the Northwesterly corner of Watson Island and having a radius of 1432,69 feet and a central angle of 62 degrees 00 minutes 00 seconds; thence run North 60 degrees 52 minutes 45 seconds East, along the Northeasterly prolongation of the radial line of the above mentioned curve for a distance of 670,74 feet to the Point of Beginning of the parcel to be described (Said point being also the Point of Beginning of lease area 1 Miami Yacht Club; thence South 09 degrees 52 minutes 53 seconds East, along the Southwesterly line of said lease area 1 and its Southeasterly extension for 857,30 feet; thence South 60 degrees 52 minutes 45 seconds West, for 223.24 feet to its intersection with a line parallel and 100 feet Northeasterly of the most Northerly right-of-way line of said Macarthur Causeway; thence North 29 degrees 07 minutes 15 seconds West, parallel to said right-of-way for 1100,97 feet to a point of tangency; (A) thence along a tangential curve concave to the Southwest having a radius of 800.00 feet, a central angle of 25 degrees 16 minutes 16 seconds for an arc distance of 352 85 feet, thence South 90 degrees 00 minutes 00 seconds West for 94.95 feet to its intersection with the Northerly right-of-way line of said Macarthur Causeway and a circular curve concave to the Southwest, said point bears South 41 degrees 51 minutes 52 seconds West from its center; (B) thence along said curve having for its elements a radius of 1090 64 feet, a central angle of 6 degrees 47 minutes 18 seconds for an arc distance of 129.22 feet to a point of compound curvature; (C) thence along a compound curve concave to the Southwest having for its elements a radius of 1441.25 feet, a central angle of 20 degrees 27 minutes 49 seconds for an arc distance of 514.75 feet; (D) thence North 34 degrees 54 minutes 16 seconds East for 338,29 feet; thence South 55 degrees 05 minutes 44 seconds, East for 726.47 feet to its intersection with the approximate shoreline of Biscayne Bay; thence continue along said shoreline for the following eight courses (1) South 88 degrees 21 minutes 37 seconds East for 63 38 feet: (2) thence South 86 degrees 09 minutes 34 seconds East for 68,47 feet; (3) thence South 82 degrees 33 minutes 21 seconds East for 131,22 feet; (4) thence South 72 degrees 18 minutes 34 seconds East for 82,71 feet; (5) thence South 69 degrees 29 minutes 02 seconds East for 102,34 feet; (6) thence South 67 degrees 53 minutes 24 seconds East for 82,52 feet; (7) thence South 69 degrees 05 minutes 2,6 seconds East for 94,62 feet; (8) thence North 80 degrees 40 minutes 44 seconds East for 46.77 feet to its intersection with the Southwesterly line of said lease Area 1; thence South 08 degrees 07 minutes 15 seconds East along said line for 288.12 feet to the Point of Beginning and there terminating. MIADOCS 131763803 8 0010 28 LESS AND EXCEPT That portion of WATSON ISLAND lying and being in sections 31 and 32, Township 53 Sauth, Range 42 East described as follows Commence at a point known as P.T. Station 25+50 of the official map of location and survey of a portion of section 8706 designated as a part of State Road A-1-A in Miarni-Dade County, Florida as recorded in Plat Book 56, Page 71 of the Public Records of Miami -Dade County, Florida, said point being the point of tangency of the centerline of the most northerly curve of General Douglas MacArthur Causeway, running southeasterly from the northwesterly corner of Watson Island and having a radius of 1432,69 feet and a central angle of 62 degrees 00 minutes 00 seconds; thence North 60 degrees 52 minutes 45 seconds East, along the northeasterly prolongation of the radial line of the above mentioned curve for a distance of 130.00 feet to a point on the easterly right-of-way line of said MacArthur Causeway as recorded in Official Records Book 18018, at Page 1171 and Official Records Book 18699, at Page 1236 of the Public Records of Miarni-Dade County, Florida; thence North 29 degrees 07 minutes 15 seconds west, along said right-of-way line, 256.28 feet to a point of curvature of a curve concave to the southwest; thence northwesterly along the arc of said curve, having a radius of 926.00 feet and a central angle of 25 degrees 46 minute's 26 seconds, a distance of 416.55 feet; thence North 54 degrees 53 minutes 41 seconds West, 3,51 feet to the Point of beginning; thence continue North 54 degrees 53 minutes 41 seconds west, 157.45 feet to a point of curvature of a curve concave to the southwest; thence northwesterly along the arc of said curve, having a radius of 1454.25 feet and a central angle of 16 degrees 22 minutes 32 seconds, a distance of 415.64 feet; thence North 18 degrees 43 minutes 47 seconds East, radially to the last and next described curves, a distance of 4.77 feet to a point on a non -tangent curve, concave to the southwest; thence northwesterly along the arc of said curve, having a radius of 1459.02 feet and a central angle of 03 degrees 50 minutes 38 seconds, a distance of 97,89 feet (the preceding six courses and distance being coincident with the easterly and northeasterly right - of -way line of sad MacArthur Causeway as recorded in Official Records Book 18018, at Page 1171 and Official Records Book 18699, at Page 1236 of the Public Records of Miami - Dade County); thence South 34 degrees 54 minutes 16 seconds West, 18.80 feet to a point of curvature of a non -tangent curve concave to the southwest ( a radial line to said point bears North 14 degrees 36 minutes 45 seconds East); thence southeasterly along the arc of said curve, having a radius of 1441 25 and a central angle of 20 degrees 27 minutes 49 seconds, a distance of 514.75 feet to a point of compound curvature of a curve concave to the southwest; thence southeasterly along the arc of said curve, having a radius of 1090.64 feet and a central angle of 06 degrees 47 minutes 18 seconds, a distance of 129.22 feet; thence North 90 degrees 00 minutes 00 seconds East, 35, 33 feet to the Point of Beginning. TOGETHER WITH THE FOLLOWING LANDS: That portion of WATSON ISLAND lying and being in sections 31 and 32, Township 53 South, Range 42 East described as follows Commence at a point known as P.T. STATION 25+50 of the official map of location and survey of a portion of Section 8706, designated as a part of State Road A-1-A Miarni-Dade County, Florida as recorded in Plat Book 56, Page 71 of the Public Records of Miami -Dade County, Florida, said point being the point of tangency of the centerline of the most northerly curve of General Douglas MacArthur Causeway, running southeasterly from the northwesterly corner of Watson Island and having a radius of 1432.69 feet and a central angle of 62 degrees 00 minutes 00 seconds; thence North 60 degrees 52 minutes 45 seconds East, along the 29 MIADOCS 13317638 10 39968 0 northeasterly prolongation of the radial line of the above mentioned curve for a distance of 670.74 feet; thence South 09 degrees 52 minutes 53 seconds East, 387.30 feet to the Point of Beginning; thence continue South 09 degrees 52 minutes 53 seconds East, 470.00 feet; thence North 60 degrees 52 minutes 45 seconds East, 30,75 feet; thence North 08 degrees 45 minutes 06 seconds West, 49.29 feet, thence North 09 degrees 52 minutes 53 seconds West, 180.24 feet; thence North 13 degrees 41 minutes 45 seconds West, 134.32 feet; thence North 13 degrees 41 minutes 15 seconds West, 94.07 feet; thence South 89 degrees 32 minutes 37 seconds West, 15,03 feet to the Point of Beginning. PARCEL II: TOGETHER WITH Non -Exclusive Easements and rights in real property in favor of Parrot Jungle and Gardens of Watson Island, Inc. created in the Lease, to wit: Easements (i) for the temporary use of Watson Island during construction of leasehold improvements by Lessee on the Subject Property, (ii) in favor of Lessee, on a non-exclusive basis, for installation, operation, maintenance, repair, replacement, relocation and removal of utility facilities such as water lines, fire lands, gas mains, electrical power lines, telephone lines, storm and sanitary sewers and other utility lines and facilities, including reasonable rights of ingress and ingress; (iii) for the non-exclusive right and easement for unobstructed vehicular access to and from the Subject Property to MacArthur Causeway; (iv) for the non-exclusive right of Lessee to use portions of Watson Island, which Watson Island is depicted by sketch in the Lease ("Watson Island"), in common with the public, subject to the Lessor's right to restrict portions of Watson Island for reasonable periods during special events, for the unobstructed pedestrian access to and from the Subject Property by Lessee, subtenants and their employees, agents, customers and invitees to all of the public areas of Watson Island; ( v)for the reasonable right and easement to enter onto those portions of Watson Island for the purpose of performing maintenance and repairs to the Lessee's Leasehold Improvements; and (vi) for the non-exclusive rights and easements for installation, maintenance, repair and replacement of utility facilities and for pedestrian and vehicular access to and from the adjacent portions of Watson Island to the Subject Property as such locations as may be approved by the Lessor from time to time, 30 MIADOOS 13 7638 10 39988 010 EXHI IT H County HUD Loan Documents Promissory Note dated January 9, 2001 by Assignor and Subtenant in favor of the County 2. Development Agreement dated April 20, 2000, by and between the County, Assignor and the City 3, Amendatory Agreement dated August 25, 2003, by and between the County, Assignor and the City 4, Amendment to Development Agreement dated August 3, 2007 by and among the County, Assignor and City 5. Florida Leasehold Mortgage, Assignment of Leases and Rents and Security Agreement executed as of January 9, 2001 by Assignor and Subtenant in favor of the County 6, Environmental Indemnity Agreement dated January 9, 2001 by Assignor and Subtenant in favor of the County 7. UCC-1 Financing Statement 8. Mortgage Subordination Agreement dated January 9, 2001 by and among UPB, Assignor, Subtenant and the County, recorded in Official Records Book 19446, at Page 81, of the Public Records of Miami -Dade County, Florida. 9. Modification to Subordination Agreement dated September 17, 2003 by and among HSBC, Assignor, Subtenant, and the County, recorded in Official Records Book 21670, at Page 4036 of the Pubic Records of Miami -Dade County, Florida. 3 1' MIADOCS 1331763810 39 0 10 EXHIBIT I Resolution No. 07-0405 32 MIADQCS 13317638 10 39988 10 City of Miami Legislation Resolution: R-07-0405 City Hall 3:500 Pan American Drive Miami, FL 33133 vww.miainigav,cc)rn File N°un1b4 Final ..clion Dal c.; 7J111fi2t1117 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE A PARTICIPATION AGREEMENT AND AN ASSUMPTION OF LOAN GUARANTEE ASSISTANCE AND LIABILITY AND PLEDGE AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM(S), PROVIDING FOR THE CITY OF MIAMI''S ("CITY") ASSUMPTION OF EIGHTY PERCENT (80%) OF MIAMI-DADE COUNTY'S ("COUNTY") LIABILITY UNDER THE SECTION 108 LOAN USED BY THE COUNTY, TO FUND A S25,000,000„ LOAN TO PARROT JUNGLE AND GARDENS OF WATSON ISLAND. INC. ("PARROT JUNGLE"), AND ALL OTHER DOCUMENTS AS MAY BE REQUIRED IN CONNECTION TO SUCH ASSUMPTION, SUBJECT TO CITY ATTORNEY APPROVAL; WAIVING SATISFACTION OF THE CONDITIONS PRECEDENT TO SUCH ASSUMPTION SET FORTH IN THE JOINT PARTICIPATION AGREEMENT DATED SE'PTEMBER 9, 1998, BETWEEN THE CITY AND THE COUNTY; FURTHER CONSENTING TO THE MODIFICATION' OF THE TERMS OF THE LOAN FROM THE COUNTY TO PARROT JUNGLE. AS MORE SPECIFICALLY DESCRIBED HEREIN. WHEREAS, on January 9, 2001,, Miami -Dade County ('"County") made a loan to Parrot Jungle and Gardens of Watson island ("Parrot Jungle"), in the original principal amount of Twenty -Five Million Dollars (S25 000„000) to facilitate the financing of the development of the Parrot, Jungle and Gardens of Watson Island Project (the "Parrot Jungle Loan'); and WHEREAS, the County funded the Parrot Jungle Loan by virtue of a $25,000,000, loan guaranteed by the United States Department of Housing and Urban Development ("HUD") which was advanced to the County pursuant to the Section 108 Loan Guarantee Program (the "Section 108 Loan"); and WHEREAS, the City of Miami ("City") and the County entered into a Joint Participation Agreement dated September 9, 1998 ("JPA"), in which the City agreed to replace the County as the guarantor of 80% of the Section 108 Loan, upon satisfaction of certain conditions set forth therein, including the conditions that the Parrot Jungle Loan must be current and no event of default is in existence and that the County assign to the City all of the documents securing the Loan (the "Loan Documents"); and WHEREAS, the County is not able to assign the Loan Documents to the City pursuant to the provisions of the documents evidencing or securing the Section 108 Loan; and WHEREAS, Parrot Jungle has cured, and/or the County has agreed to waive and not enforce, certain events of non-performance by Parrot Jungle under the LoanDocuments; and WHEREAS, to assist Parrot Jungle to cure its failure to make payments under the Parrot Jungle City q jPage 1 ey2 Prim td Ou: 8'1/20'07 File Number, 07-00805 Ella( Mete ,1'urnbe%.' R-07-(40S Loan, the County has agreed, subject to the City's approval, to modify Parrot Jungle's obligations under the Loan Documents to (I) provide that Parrot Jungle shall not be obligated to make any payments under the Parrot Jungle Loan from August, 2006, through and including the payment due in August, 2011 (the "Deferral"), and (II) require that all amounts that Parrot Jungle would have been required to pay during the Deferral, totaling $17,277,000 (the"Deferred Amount"), plus interest at the rate of 5% shall be payable in 10 equal annual installments commencing in 2020, provided that the Parrot Jungle Loan has been fully paid; and WHEREAS, it is in the best interest of the City to consent to the modification of the Parrot Jungle Loan to defer payment of the Deferred Amount, as set forth herein, and to assume 80% of the County's obligations under the Section 108 Loan; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY CF MIAMI, LORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The City Commission waives satisfaction of all the conditions precedent to the City's assumption of the County's obligations under the Section 108 Loan described in the JPA, Section 3. The City Manager is authorized(1) to execute the Participation Agreement and the Assumption of Loan Guarantee Assistance Liability and Pledge Agreement, substantially in the attached forms, and such other documents as may be required, subject to the City Attorney's approval, to assume eighty percent (80%) of the County's obligations under the Section 108 Loan. Section 4, The modification of the Parrot Jungle Loan to defer payment of the Deferral Amount until and including the payment of August, 2011, is approved and the City Manager is authorized(1} to execute such documents as may be required to evidence this approval, subject to City Attorney approval Section 5. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.{2} Footnotes: {1} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. {2} The herein authorization is further subject to compliance with all requirements that may be imposed' by the City Attorney including but not limited to those prescribed by applicable City Charter and Code provisions. c;ry o[Mtami Page 2 of 2 Primed Ohre 8/1'2007 City of Miami Master Report Enactment Number: R-07-0405 City Han 3500 Pan American Drive FL 33133 wwwirniarnigov,com File Number: 07-00895 Version: 2 File Type: Resoliineii Status: Passed Reference: Controlling Body: Office of IN City Clerk File Nante: rcipaon Areeirient Jungle Introduced:. 6/28/2007 Requester: City Manager's Office Cost: Final Action: 7i10/2007 Title: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), A UTIIORIZENG 1111 CFFY MANAGER TC)EXECTITE A PARTICIPATI()N AGREEMENT AND AN ASSUMP',FION 01 LOAN CLARA E E ASSISTANCE AND LIABILITY AND PLEDGE AGREEMENT, IN SUBS'EANTIALLY THE A'ITACHED FORM(S), PROVIDING FOR THE CITY ()F tVIIAMI'S ("CITY") ASSUMPTION OF EIGHTY PERCENT (80%) OF MIAMI-DADE COUN'TY'S ("COLIN TY") LIABILITY UNDER. 'THE SECTION 108 LOAN USE!) BY 'THE COUNTY, TO FUND A 825,000,000, LOAN 'IO PARROT JUNGLE AND GARDENS OF WATSON ISLAND, INC (" PARROT ,TUNGEE"),. ,AND ALL OTHER DOCUMENTS AS MAY BE REQUIRED IN CONNECTION TO SUCI I ASSUMPTION, SUBJECT TO cay A rrcm.N.E.,:-Y APPROVAL; WAIVING SATISFACTION OF 'THE CONDITIONS PRECEDENT TO SUCI I ASSUMPTION SE'T 1-OR7TH. IN TIME .TOIN'T PARTICIPATION A GREE.MENT DATED SEPTEN/IBER 9, 1998, BETWEEN THE CITY AND THE COUNTY; FURTHER CONSEN,TING TO THE MODIFICA'FION (1)F 'ITTL TERMS OF THE LOAN FROM 'EHE COUNTY TO PARROT JUNGLE, AS MORE SPECIFICALLY :DESCRIBED HEREIN. Sponsors: Notes: Indexes: Attachments: 07-00895 Legislation.pdF07-00895 Exhibit .3 pc117,07-00895 Exltibil 2.4x1F07-00895 Exhibit 3,1rl1,07-00895 Exhibit 4.pdf07-00895 .Exhibit 51)0,07-00893 Exhibit 64)407-00895 Exhibit 7.p:107-00895 Exhibit 8.pc1.1,07-00895 Exhibit. 9.pdf,(7-0089.5 Summary Forntpdf, History of Legislative File Version: Acting Body: Date: Action: Sent To: Due Date: Return Date: Result: C)IlIce (if the Ciky 6/28/2007 Review Pending Attorney 2 Ciit.y Commission 7/ I 0/2d07 rOPIED WIUI MODIFICATIONS 2 Office •of he CO; 7/I 6/2007 Reviewed and orney Approved Action Note: modifications made by law modifications made by law 2 Ofince of the Mayor 7/20/2002 Signed by the MayorOffice 0 the City Clerk 2. Office or the Ciiy Clerk 7124/2007 Sipped and MkSted 'by City Clerk 6. CUM Page Primed on 8/1/290 7 root .m040, c :I - City of Miami Master Report Enactment Number: R-07-0405 City Hail 3000 Pan American Drive Miami Ft 33'133 wwvormmigov ccm 1."'ago Printexi 8/1/200 7 EXHBIT J Resolution No. 33 MIADOCS 13317638 10 399880O'0 Exhibit K Corporate Authorizations of Assiqnor 34 CERTIFICATE OF CORPORATE RESOLUTIONS (Parrot Jungle and Gardens ofWatson Island, Inc.) The undersigned, Bernard Levine, as the CEO of Parrot Jungle and Gardens of Watson Island, Inc., a Florida corporation (the "Corporation ") hereby ceitifies: 1. The Board of Directors and Shareholders of the Corporation have adopted the following resolutions: RESOLVED, that in connection with: (A) the Corporation's assignment to ESJ JI LEASEHOLD, LLC, Florida limited liability company (as successor in interest to ESJ Real Estate Services, LLC, a Florida limited liability company, "Buyer") of the Corporation's interest in that certain: (a) Lease and Development Agreement dated September 2, 1997 (as amended) between the City of Miami, a Florida municipal corporation (the "City") and the Corporation, (b) loan by Miami -Dade County, a political subdivision of the State of Florida (the "County") to the Corporation and PJG WATSON, L.L.C., a Florida limited liability company (the "Company" and together with the Corporation, collectively, "Seller") in the original principal amount of $25,000,000.00 pursuant to that certain Development Agreement dated April 20, 2000, by and between the County, the Corporation and the City (as amended), (c) a loan by the County to the Corporation in the original principal amount of $1,000,000.00, pursuant to that certain Loan Agreement dated in August, 2003 by and between the Corporation and the County, (d) a loan by the County to the Corporation in the original principal amount of $4,701,782.00, pursuant to that certain Loan Agreement dated in August 3, 2007 by and between the Corporation and the County, and (e) loan originally made to Seller by Union Planters Bank, N.A. pursuant to the terms and conditions of a Construction Loan Agreement executed as of January 9, 2001 (as assigned and amended, the "Senior Loan"), which Senior Loan subsequently been assigned to LC Jungle Island. LLC, a Florida limited liability company ("Senior Lender"), and (B) the termination of that certain Sublease dated October 1, 2000 between the Corporation and the Coimpany, the Corporation is hereby authorized to execute and perform is obligations under that certain: (i) Purchase Agreement dated December 4, 2015 between Seller and Buyer (as amended), including, without limitation, execution and delivery of all of the closing' documents required to be delivered by the corporation thereunder, (ii) Assignment and Assumption Agreement and Termination of Sublease among Seller, Buyer and the City, (iii) Assumption of Florida Leasehold Mortgage, Assignment of Leases and Rents and Security Agreement and of Other Loan Documents and Termination of Sublease among Seller, Buyer, Bernard M. Levine, Mary Levine and the County, (iv) [Assumption of Florida Leasehold Mortgage, Assignment of Leases and Rents and Security Agreement and of Other Loan Documents] among Seller, Buyer, Bernard M. Levine and Senior Lender (collectively, the "Sale Documents); and FURTHFR RESOLVED, that the CEO, Bernard Levine, be and hereby is authorized to execute and deliver the Sale Documents with such modifications and additional provisions as such officer of the Corporation executing the same may deem advisable, and any and all other docume ts and instruments required in connection with 35 MIADOCS 13317838 10 39988.0010 the Sale Documents and all supplements and amendments to the same or to any of the same as such officer of the Corporation may deem advisable, all of which documents and instruments executed and delivered as aforesaid to be and considered the acts and obligations of the Corporation on its own behalf, the Corporation hereby ratifying and confirming the acts of its officer executing and delivering all of such documents and instruments, irrespective of whether such acts were performed before or subsequent to the date of the adoption hereof, and directing the officers and employees of the Corporation to perform all of the Corporation's obligations and undertakings under each and all such documents and instruments. (Signature page ol ows) 36 MIADOCS 1331'7E538 10 39 IN WTNESS WHEREOF, the undersigned has hereunto set his hand this day of , 201_. 37 MIADOCS 13317638 10 39'988..0010 Bernard Levine, CEO EXHIBIT L Corporate Authorizations of Subtenant 38 MIADOCS 13317638 10 39988.0010 CERTIFICATE OF CORPORATE RESOLUTIONS (PJG Watson, L.L.C.) The undersigned, Bernard Levine, as the Managing Manager of PJG Watson, L.L C., a Florida limited liability company (the "'Company ") hereby certifies: 1. The Managing Manager and all of the Members of the Company have adopted the following resolutions: RESOLVED, that in connection with; (A) the assignment by Parrot Jungle and Gardens of Watson Island, Inc., a Florida corporation (the "'Corporation" and together with the Company, collectively, "Seller") to ESJ J1 LEASEHOLD, LLC, Florida limited liability company (as successor in interest to ESJ Real Estate Services, LLC, a Florida limited liability company, "Buyer") of the Corporation's interest in that certain Lease and Development Agreement dated September 2, 1997 (as amended) between the City of Miami, a Florida municipal corporation (the "City") and the Corporation, (B), the assignment by the Company of that certain (a) loan by Miami -Dade County, a political subdivision of the State of Florida (the "County") to Seller in the original principal amount of $25,000,000.00 pursuant to that certain Development Agreement dated April 20, 2000, by and between the County, the Corporation and the City (as amended), and (b) loan originally made to Seller by Union Planters Bank, N.A. pursuant to the terms and conditions of a Construction Loan Agreement executed as of January 9, 2001 (as assigned and amended, the "Senior Loan"), which Senior Loan subsequently been assigned to LC Jungle Island, LLC, a Florida limited liability company ("Senior Lender"), and (C) the termination of that certain Sublease dated October 1, 2000 between the Corporation and the Company, the Company is hereby authorized to execute and perform is obligations under that certain: (i) Purchase Agreement dated December 4, 2015 between Seller and Buyer (as amended), including, without limitation, execution and delivery of all of the closing documents required to be delivered by the corporation thereunder, (ii) Assignment and Assumption Agreement and Termination of Sublease among Seller, Buyer and the City, (iii) Assumption of Florida Leasehold Mortgage, Assignment of Leases and Rents and Security Agreement and of Other Loan Documents and Termination of Sublease among Seller, Buyer, Bernard M. Levine, Mary Levine and the County, (iv) [Assumption of Florida Leasehold Mortgage, Assignment of Leases and Rents and Security Agreement and of Other Loan Documents] among Seller, Buyer, Bernard M. Levine and Senior Lender (collectively, the 'Sale Documents"); and FURTHER RESOLVED, that the Managing Manager, Bernard Levine, be and hereby is authorized to execute and deliver the Sale Documents with such modifications and additional provisions as such officer of the Company executing the same may deem advisable, and any and all other documents and instruments required in connection with the Sale Documents and all supplements and amendments to the same or to any of the same as such officer of the Company may deem advisable, all of which documents and instruments executed and delivered as aforesaid to be and considered the acts and obligations of the Company on its own behalf, the Company hereby ratifying and 39 MIADOCS 13317,638 10 39988 0010 confirming the acts of its officer executing and delivering all of such documents and instruments, irrespective of whether such acts were performed before or subsequent to the date of the adoption hereof, and directing the officers and employees of the Company to perform all of the Company's obligations and undertakings under each and all such documents and instruments. [SIGNATURE PAGE FOLLOWS] 40 MVADOCS 13317638 10 3.9988.0010 IN WITNESS WHEREOF, the undersigned has hereunto set his hand this day of , 201_. 41 M1ADOCS 13317638 10 399680010 Bernard Levine, Managing Manager EXHIBIT M Corporate Authorizations of Assignee 42 MIADOCS 13317638 10 39988 0010 WRITTEN CONSENT OF THE SOLE MEMBER AND THE MANAGERS OF ESJ J.I. LEASEHOLD, LLC The undersigned, being the soie member (the "Member") and the managers (the "Managers") of ESJ J.I. Leasehold, LLC. a Florida limited liability company (the "Company ") hereby consent to, adopt, and approve the following resolutions and each and every action effected thereby: WHEREAS, PARROT JUNGLE AND GARDENS OF WATSON SLAND, INC., a Florida corporation, f/k/a PARROT JUNGLE AND GARDENS, INC., a Florida corporation ("6ssignor") intends to assign to Company all of its right, title and interest in and to the Leasehold Estate (as defined in the Assignment and Assumption Agreement and Termination of Sublease), inter. alia: WHEREAS, the Board of Managers intends to approve the transfer pursuant to the Assignment and Assumption Agreement and Termination of Sublease attached as Exhibit "A" hereto. NOW THEREFORE E IT RESOLVED, that the assignment from Assignor to Company pursuant to the Assignment and Assumption Agreement and Termination of Sublease be, and it hereby is, adopted and approved in all respects; FURTHER RESOLVED, that the Managers be, and each of them hereby is, authorized, empowered and directed, for and on behalf of the Company, to take any and all actions necessary to carry out the intent and purposes of the foregoing resolution, [Signature page follows] MIADOCS 13917859 1 IN WITNESS WHEREOF, the undersigned have executed and delivered this Unanimous Written Consent on this day of November, 2016, MEMBER: ESJ JI, LP, a Florida limited partnership By: ESJ W GP, LLC, a Florida limited liability company. By: Name: Title: MANAGERS: ARNAUD SITBON GABRIEL AMIEL PHILIPPE MARCHAL ELIE MIMOUN MATT FULLER 44 MIADOCS 13317638 10 39988 0010