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HomeMy WebLinkAboutExhibitAGREEMENT TO ENTER INTO DEVELOPMENT AGREEMENT This Agreement to Enter into Development Agreement (the "Agreement") is entered into by and between ESJ JI Leasehold, LLC, a Florida limited liability company ("ESJ"), having an address of 19950 W. Country Club Drive, Suite 800, Aventura, Florida 33180; and the City of Miami, a Florida municipal corporation (the "City"), having an address of c/o City Manager, 444 SW 2nd Avenue, Miami, Florida 33131. This Agreement is dated as of the last date of execution by the parties hereto (the "Effective Date"). RECITALS WHEREAS, the City is the owner of that certain tract of land on Watson Island comprising approximately 19.35 acres, commonly known as Jungle Island, and whose legal description is attached hereto and incorporated herein as Exhibit "A" (the "Land"); WHEREAS, ESJ and the City are parties to that certain Lease and Development Agreement, as modified from time to time (as so modified, collectively, the "Lease"); WHEREAS, the Lease was modified pursuant to, inter alia, that certain Third Modification to Lease and Development Agreement (the "Third Modification"); WHEREAS, pursuant to the Lease, ESJ is leasing the Land for the operation of a botanical garden and theme park attraction known as Jungle Island ("Jungle Island"); WHEREAS, the term of the Lease has approximately 43 years remaining; WHEREAS, ESJ desires to develop a hotel, parking structure and related improvements described herein (collectively, the "Hotel") on the Land; WHEREAS, the Third Modification modified the Lease definition for "Additional Improvements" to include a themed hotel and related retail and entertainment, thereby providing ESJ with the potential opportunity to develop and operate a hotel on the Land, subject to approval of the electorate in a citywide referendum, the negotiation of a Development Agreement (the "Development Agreement") mutually acceptable to the City and ESJ and further subject to the approval of the State of Florida Board of Trustees of the Internal Improvement Trust Fund and any and all applicable laws, codes and regulations; WHEREAS, pursuant to Section 29-B of the City Charter, the Lease by the City of waterfront land requires the approval of the electorate in a citywide referendum; WHEREAS, on November 7, 1995, a referendum was approved authorizing the City to enter into the Lease relating to Jungle Island; WHEREAS, in order to allow the development of the Hotel at Jungle Island, the City has opined that another referendum is required; MIADOCS 14833134 16 WHEREAS, in order to obtain financing for the construction of the Hotel, there is a need for an extension of the term of the Lease, which the City has opined also requires the approval of the electorate in a referendum; WHEREAS, the parties desire to enter into this binding Agreement in order to set forth material terms of the Development Agreement, which will be negotiated and become effective if the referendum regarding the development of the Hotel and the extension of the term of the Lease (the "Hotel Referendum") is approved by the electorate. NOW THEREFORE, in exchange for the mutual promises set forth herein and other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. Recitals. The above recitals are true and correct and are incorporated herein by this reference. 2. Hotel Referendum. The language of the Hotel Referendum, which will be on or about the November 7, 2017 ballot. 3. Development Agreement. If the Hotel Referendum is approved, the City and ESJ agree to enter into a Development Agreement, pursuant to which ESJ will have the right to develop the Hotel on the Land in accordance with the terms set forth in the Development Agreement and subject to Planning and Zoning Ordinances, Building Codes and all other regulatory agencies required. The parties acknowledge that a re -zoning or MUSP modification ("Zoning Approval"), as applicable, will be required under the Zoning Ordinance in order to permit the Hotel on the Land. The parties agree to negotiate and document the Development Agreement, which will be subject to the Zoning Approval, and to execute same within one hundred twenty (120) days of the date of the Hotel Referendum (i.e., March 7, 2018) (the "Agreement Deadline"). The parties agree to act in good faith and with commercial reasonableness in negotiating and documenting the Development Agreement. If the parties have not both executed the Development Agreement by the Agreement Deadline but neither party is in default under this Agreement, then the provisions of Section 6 hereof will apply regarding arbitration. Notwithstanding the foregoing, if the parties mutually agree, they may continue to proceed without the need for arbitration. The material terms (the "Material Terms") of the Development Agreement set forth below will be incorporated into the Development Agreement. As to those provisions of the Development Agreement not specifically set forth in this Agreement, the parties agree to negotiate in good faith to document all of the remaining terms of the Development Agreement. Such other terms shall be consistent with the Material Terms and shall be consistent with the terms of development agreements of a similar nature regarding public -private transactions in the real estate field. In addition, as contemplated by Paragraph 2.0 of the Third Modification, the Development Agreement will include provisions corresponding MIADOCS 14833134 16 2 to those contained in Article IV of the Lease, to the extent applicable to the construction of the Hotel and not otherwise inconsistent with the provisions of this Agreement. 4. Default by Lessor. In the event of any breach of this Agreement by the Lessor, and the Lessor fails to cure said breach within 30 days after receiving written notice from Lessee of said Default, the Lessee shall have, as its sole and exclusive remedy as a result of such breach, either of the following remedies: the option to seek equitable relief, including but not limited to specific performance, or the option to terminate and seek damages from the Lessor; provided however if 30 days is insufficient to cure the breach despite diligent effort on the part of the Lessor then Lessor shall have such longer time as is necessary to cure the breach as long as it is diligently, and using good faith efforts in pursuing the cure. 5. Default by Lessee. In the event of any breach of this Agreement by the Lessee, and the Lessee fails to cure said breach within 30 days after receiving notice from Lessor of said Default, the Lessor shall have, as its sole and exclusive remedy as a result of such breach, either of the following remedies: the option to seek equitable relief, including but not limited to specific performance, or the option to terminate and seek damages from the Lessee; provided however if 30 days is insufficient to cure the breach despite diligent effort on the part of the Lessee then Lessee shall have such longer time as is necessary to cure the breach as long as it is diligently, and using good faith efforts in pursuing the cure. 6. Disputes. In the event that the parties have not executed the Development Agreement by the Agreement Deadline and neither party is in default under this Agreement, the parties agree to submit all unresolved issues relating to the Development Agreement to binding arbitration. Within ten (10) days after the Agreement Deadline, the parties shall mutually select an arbitrator to resolve all unresolved issues. If the parties are unable to come to an agreement as to the identity of the arbitrator, then the selection of the arbitrator will be referred to the local office of the American Arbitration Association (the "AAA") which will select the arbitrator. Once the arbitrator is selected, he or she will have thirty (30) days (or, if thirty (30) days is not sufficient time, then a reasonable time not to exceed forty-five (45) days) to resolve all unresolved issues remaining under the Development Agreement in accordance with the Commercial Arbitration Rules of the AAA. The resolution of the issues must be consistent with the requirements of this Agreement and the sole authority of the arbitrator will be to decide on the language of all provisions that remain to be included in the Development Agreement but have not been agreed to by the parties. The parties will share equally the arbitrator's fees and costs. The qualifications of the arbitrator shall be as follows: The arbitrator must be a lawyer with a minimum of ten (10) years of experience in real estate development transactions. The arbitrator must be a member in good MIADOCS 14833134 16 3 standing of the Florida Bar. The arbitrator cannot, at the time of selection, be representing either the City or ESJ, nor shall the arbitrator have represented either party within the last seven (7) years. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. 7. Material Terms of the Development Agreement. The Development Agreement will contain the following Material Terms, and the remaining terms of the Development Agreement will be consistent with these terms. a. ESJ shall construct a hotel on the Land with a maximum of 300 guest rooms and a maximum height (as "height" is defined in the City of Miami zoning code) of 130 feet. b. The Hotel shall contain ancillary retail and/or restaurant space not to exceed ten thousand (10,000) square feet and meeting space not to exceed thirty thousand (30,000) square feet. c. The Hotel shall contain parking spaces sufficient to meet the applicable parking requirement under the zoning code. The parking spaces may be located on site or within 1,000 feet of Jungle Island. d. All costs whether "hard" and/or "soft" costs for the construction shall be borne, and paid by ESJ, which may be financed through a recognized lending institution, provided that at no time shall the total financing be greater than seventy five percent (75.00%) of the overall Fair Market Value of the Hotel. e. The total of hard and soft costs for the development of the Hotel shall be no less than fifty million dollars ($50,000,000.00). f. Pursuant to the Third Modification, ESJ shall pay the City as rent 1% of annual Gross Revenue (as defined in the Lease) generated by the Hotel. Said rent payment shall be fully abated for a period of 18 months, or until the hotel reaches seventy-five percent (75.00%) physical occupancy, whichever is earlier, once the hotel component of the Hotel opens to the public to allow for stabilization. ESJ shall continue to be responsible for all other tenant payments as provided under the Lease and there shall be no changes to the Lease relating to the amounts or due dates of any payments specified therein. g. MIADOCS 14833134 16 4 The design of the Hotel will be subject to the approval of the City, whose approval shall not be unreasonably withheld. h. ESJ will be required to obtain a master building permit for the Hotel from the City of Miami (the "Master Permit") within four (4) years of signing the Development Agreement and a temporary certificate of occupancy or a certificate of occupancy from the City of Miami within six (6) years after obtaining the master building permit; provided however, the deadlines specified in this paragraph are subject to delays outside the reasonable control of ESJ including without limitation, gross negligence and/or willful misconduct by the City, hurricanes and other weather events, labor or materials shortages and other instances of force majeure. 8. Lease Term. If the Hotel Referendum is adopted, the Lease will automatically be deemed modified to extend the Lease term until 2099, and to be otherwise modified to the extent that the terms thereof are inconsistent with the terms of this Agreement and/or the Development Agreement. Furthermore, if the Hotel Referendum is adopted, the City will, upon ESJ's request, enter into a modification of the Lease solely to amend any terms of the Lease which are inconsistent with the terms of this Agreement and/or the Development Agreement. 9. Consideration. As part of the consideration for this Agreement, ESJ agrees to pay the following: (a) all soft costs associated with the initial design of the hotel for purposes of preparing the ballot language; (b) all costs imposed by the Miami - Dade County Elections Department in connection with the Hotel Referendum (excluding costs related to any legal challenges against the County); (c) all costs to retain a consultant to educate the voters on all aspects of the Hotel Referendum, and (d) a payment of ten thousand dollars ($10,000) to the City. 10. Transfer Fee. In the event that the "Master Permit" is issued, Section 8.9(a) of the Lease shall be deemed amended to read as follows: "In the event that Lessee realizes a Transfer under the provisions of Subsection 8.3(c) (and subject to Section 8.9(b) below), upon receipt by Lessee of the gross sale proceeds related to such Transfer, Lessee shall pay Lessor an amount equal to Three Percent (3%) of the gross sale proceeds actually received by Lessee, less (i) any outstanding first debt as well as any other outstanding unaffiliated loans from governmental, institutional, or REIT lenders owed by Lessee and relating to the Subject Property, and less (ii) all actual, third -party out-of-pocket transaction costs directly related to such Transfer, including, without limitation, reasonable outside legal counsel's fees and costs, outside, unrelated brokerage fees, documentary stamp taxes, and any other verifiable governmental taxes and fees (not including income taxes). The City will have access to reasonable documentation to confirm that the amount of the Transfer Fee paid is accurate. 11. Refinancing Fee. In the event that the Master Permit is issued, and thereafter ESJ consummates any refinancing transaction with any unaffiliated third party that leads to a mortgage being held by such party encumbering Jungle Island, then the City shall receive a sum equal to one percent (1.00%) of the refinancing loan MIADOCS 14833134 16 5 proceeds, minus (i) all third party costs and expenses incurred by ESJ in connection with the refinancing transaction, including without limitation, Lender's fees, costs and expenses, rating agencies fees, costs and expenses, title and survey costs, escrow fees, broker fees, appraisal costs, consultant costs and attorneys' fees and costs, (ii) all amounts required to fully repay the debt being refinanced, and (iii) all refinancing proceeds not disbursed to ESJ investors, including without limitation if such proceeds are invested back into Jungle Island for operating or capital needs. The City will have access to reasonable documentation to confirm that the amount of the refinancing fee paid is accurate. 12. Ichimura-Miami Japanese Gardens (the "Japanese Gardens"). In the event that the Master Permit is issued, ESJ agrees to (i) construct a walkway from the Japanese Gardens to Jungle Island and (ii) pay for necessary repairs and maintenance (including but not limited to water, electricity, maintenance personnel, plant replacements and/or contracted landscapers) for the Japanese Gardens; provided however that ESJ shall not be obligated to expend in excess of seven hundred thousand dollars ($700,000.00) in connection with the aggregate obligations provided in this section. 13. Green Energy Educational Facility. Upon the issuance of the Master Permit, ESJ agrees to develop a green energy educational facility focusing on wind and solar energy at Jungle Island at a minimum cost of $500,000 as part of the Hotel. 14. Capital Improvements: By the date that is the 25th anniversary of the issuance of the Master Permit (the "1st Deposit Deadline"), ESJ shall have deposited funds into a reserve account equivalent to the product obtained by multiplying the Annual Repair Costs (as defined below) by 25. (As a matter of clarification, ESJ shall not be required to adhere to any annual schedule of deposits and can comply with the preceding sentence by making a lump sum deposit shortly before the 1st Deposit Deadline.). "Annual Repair Costs" shall be $200,000. The funds in this reserve account shall be used by ESJ to complete major capital improvements and property improvements that exceed the scope of routine repairs and maintenance as more specifically described in Section 14.1 of the Lease. As the Lease is on municipal property, all work that is paid for from the reserve fund shall be bonded as required by section 255.05, Florida Statutes and the City Code, as amended. The City shall be named an additional obligee on all such bonds which shall always be maintained on file and be subject to the review and approval of the City Risk Management Director and City Attorney as to legal form. No later than the 30th anniversary of the issuance of the Master Permit but no sooner than the 1st Deadline Deposit, the reserve fund shall be applied toward major repairs and improvements to both the Subject Property and Leasehold Improvements, including but not limited to substantial mechanical and structural repairs, structural improvements, purchases, upgrades, and commercially standard MIADOCS 14833134 16 6 general improvements, and/or repairs. The reserve fund shall not be applied to minor repairs due to regular wear and tear. To the extent that capital improvements are made by vendors or sub -lessees of Lessee, including but not limited to the zip -line operator, during a twenty-five (25) year period commencing on the date that Lessee assumed the Lease (i.e., April 4, 2017), a credit for the total cost of such improvements shall be given toward the Annual Repair Costs. By the date that is the 50th anniversary of the issuance of the Master Permit (the "2nd Deposit Deadline") ESJ shall have deposited funds into a reserve account equivalent to the product obtained by multiplying Annual Repair Costs by 25 as explained above. No later than the 55th anniversary of the issuance of the Master Permit but no sooner than the 2nd Deposit Deadline, the reserve fund shall be applied toward major repairs and improvements to both the Subject Property and Leasehold Improvements under the same conditions as explained above. By the date that is the 75th anniversary of the issuance of the Master Permit (the "3rd Deposit Deadline") ESJ shall have deposited funds into a reserve account equivalent to the product obtained by multiplying Annual Repair Costs by 25 as explained above. No later than the 80th anniversary of the issuance of the Master Permit but no sooner than the 3rd Deposit Deadline, the reserve fund shall be applied toward major repairs and improvements to both the Subject Property and Leasehold Improvements under the same conditions as explained above. The Company shall maintain financial accounting and "scope of work" records together with any corresponding documentation of amounts placed and amounts used from the reserve fund, which shall be subject to review by the City. ESJ agrees to maintain the Property in a "best -in -class" condition and to consider capital improvements to the Property on a regular basis, but no less often than as specified above. 15. Miscellaneous a. Entire agreement. This Agreement and the Lease constitute the entire agreement and understanding of the parties hereto regarding the subject matter hereof. There are no other agreements or understandings that are not merged herein or superseded hereby. b. Attorneys' Fees. In the event of any litigation arising out of this Agreement, each party shall be responsible for its own attorneys' fees and costs at the trial court and all appellate and post judgment levels. c. No waiver. No right of either party shall be deemed waived unless contained in a writing signed by the party to be charged. MIADOCS 14833134 16 7 d. Severability. In the event any provision of this Agreement is declared unenforceable by a court of competent jurisdiction, the remaining clauses of this Agreement shall not be affected thereby. e. Governing law and venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without reference to principles of conflict of laws and venue shall be Miami -Dade County. f. Headings. The headings and titles in this Agreement have been inserted only for convenience and shall not affect meaning of any provision of this Agreement. g. Binding Effect. This Agreement shall be binding upon the parties and their respective successors and assigns under the Lease. h. Defined Terms. Any defined terms used herein but not defined herein shall have the meanings given to them in the Lease. [Signature Page Follows] MIADOCS 14833134 16 8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as set forth below. ATTEST: CITY OF MIAMI By: Todd B. Hannon City Clerk By: (date) APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM & REQUIREMENTS CORRECTNESS By: By: Ann -Marie Sharpe, Director Risk Management Department MIADOCS 14833134 16 9 Victoria Mendez City Attorney ESJ JI LEASEHOLD, LLC A FLORIDA LIMITED LIABILITY COMPANY By: (date) Exhibit "A" Legal Description 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 26 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. LESS AND EXCEPT: MIADOCS 14833134 16 10 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 in Miami -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 Miami -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 minutes 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 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 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 Miami -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 670.74 feet; thence MIADOCS 14833134 16 11 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 egress; (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. 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