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9
TERM SHEET
WATSON ISLAND / BH3 IG DEVELOPER LLC
i )
The following is a summary of certain principal terms for proposed modifications to the docunts
governing the "Island Gardens" project on Watson Island between BH3 IG Developer LLC("Project
Developer" or the "Tenant') and the City of Miami, Florida (the "City" or "Landlord').
Premises:
The real property on Watson Island in the City of Miami located at
888 Macarthur Causeway, Miami, Florida and commonly known as
the Island Gardens site.
Landlord: The City of Miami, a municipal corporation of the State of Florida
Tenant: BH3 IG Developer LLC, a Delaware limited liability company, and/or
or its wholly owned single -purpose entities.
Project: A mixed -use project initially intended to be known as "Island
Gardens," as more particularly described in that certain Amended and
Restated Mixed Use Project Declaration as of April 12, 2023, which
was recorded on April 14, 2023 at CFN 2023R0251059 or Book
33665 Pages 3611-3904 in the public records of Miami -Date County,
Florida (the "Project Declaration"). Capitalized terms used but not
defined in this Term Sheet shall have the meanings ascribed to them
in the Project Declaration.
Purpose:
Referendum:
Lease Term:
Project Developer seeks to make certain amendments to the
documents governing the Project, including the Project Declaration,
to extend the term of certain of the leases by 24 years, to sell the
Landlord's position in certain of the leases to Tenant for fair market
value, to provide additional community benefits including a
$9,000,000 contribution to affordable housing, infrastructure
improvements, and an expanded public waterfront, to permit fee
simple condominium form of ownership, and to provide for office
space as a permitted use, all as set forth herein and in the documents
evidencing such amendments.
The changes to the Project are contingent upon approval by the
eligible voters of the City of Miami at public referendum
("Referendum"), contemplated for November 5, 2024, and intended
to be effectuated by definitive documents to be executed shortly
thereafter. The proposed Referendum ballot language is attached
hereto as Exhibit A.
Project Developer seeks to waive bidding in City Charter Section 29-
C and extend the term of the Retail Lease, the Parking Lease, and the
Lifestyle Hotel Lease, and to the extent not conveyed to the Tenant in
accordance with the "Lease Conveyance" paragraph below, the
Luxury Hotel Lease and the Residences Lease (the "Uplands
Leases"), from a maximum of 75 years (i.e., 45 years plus two 15-
year extensions) to a maximum of 99 years (i.e., 69 years plus two 15-
16359 Back -Up Documents -SUB
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Lease Conveyance:
Office Use:
Condominium Residences:
Community Benefits:
Public Waterfront:
DRAFT
year extensions), and to start or restart, as applicable, the term of all
of the Uplands Leases simultaneously upon execution of the Lifestyle
Hotel Lease such that all of the Uplands Leases will be coterminous.
Project Developer seeks to waive bidding in City Charter Section 29-
C and acquire the Landlord's position in the Luxury Hotel Lease and
the Residences Lease, that shall be payable and effectuated at the time
when such leases are currently scheduled for execution (i.e., in
connection with the issuance of a master building permit for
the Luxury Hotel), for the appraised fair market value not less than
$25,000,000 as determined by two appraisals commissioned by
the City, which will result in the Tenant owning that portion
of the Premises containing approximately 3.2 acres as further
indicated on Exhibit B.
Project Developer seeks approval for Tenant to utilize a portion of
the Retail Component for offices to be leased to or otherwise
utilized by third parties as coworking space, office space, or similar
usage, which space may or may not be open to the public (for
example, by membership to a coworking space). Project Developer
will agree to reduce the development capacity of the Retail
Component (measured in Square Feet) by at least ten percent (10%),
inclusive of office space.
Project Developer seeks approval to change the ownership status
of the residences in the Residences Component from
fractional ownership (i.e., timeshare) to fee simple condominium
ownership, increasing revenue to City.
Project Developer seeks approval to enter into an agreement
to provide additional public benefits in connection with the
Project, including $9,000,000 to affordable housing and
infrastructure that shall be payable in equal increments upon (i)
receipt of the master building permit for the Luxury Hotel, (ii)
receipt of a temporary certificate of occupancy for the Luxury
Hotel, and (iii) receipt of a temporary certificate of occupancy for
the Lifestyle Hotel, an updated civic arts program, an updated
maritime, ocean and art gallery, additional hiring and job training
programs, and an expanded public waterfront promenade.
As part of the community benefits program, Project Developer seeks
approval to expand the public waterfront and pedestrian
promenade along Biscayne Bay, including the City -owned parcels
immediately south of the Premises and south of the Chalks/heliport
Effectuating Documents: properties (also known as the "quad parcel"). These improvements
will be completed upon receipt of a certificate of occupancy for the
,., Retail Component. The foregoing items are intended to be
effectuated by amending existing property development documents
�:. as follows:
Amendment to Master Development Agreement: this
document changes the base term of the Lifestyle Hotel Lease
to 69 years (i.e., 99 years including renewals), changes the
Luxury Hotel Lease and the Residences Lease from leases to
2
THIS DOCUMENT IS A SUBSTITUTION
TO ORIGINAL. BACKUP ORIGINAL CAN
BE SEEN AT THE END OF THIS DOCUMENT
cam:;
DRAFT
fee simple ownership by the Tenant, changes references to
fractional residences to be references to condominium
residences, and updates the legal name of the Project
Developer and the tenants under the Uplands Leases.
2) Second Amendment to Project Declaration: this document
clarifies that office is a permitted use, clarifies the maximum
development capacity of the Retail Component, and changes
references to fractional residences to be references to
condominium residences.
3) Amendment to Parking Lease: this document updates the
base term of the Parking Lease to 69 years (i.e., 99 years
including renewals) and updates the legal name of the tenant
under the Parking Lease.
4) Amendment to Retail Lease: this document updates the base
term of the Retail Lease to 69 years (i.e., 99 years including
renewals) and updates the legal name of the tenant under the
Retail Lease.
5) Community Benefits Agreement: this document includes
various community benefits that Developer will agree to
provide in connection with the development of the Project,
including a $9,000,000 contribution to affordable housing
and infrastructure and an expanded public waterfront.
6) Public Waterfront Easements: new easements for the
improvements and management of Promenade Expansion 1
and Promenade Expansion 2.
3
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Exhibit A
Referendum Ballot Language
"WATSON HARBOUR"
Title: "Charter Amendment to revise mixed -use leases on Watson Island"
"Shall City Charter be amended to revise existing leases at 888 Macarthur Causeway, sell
3.2 acres of leased property to tenant for fair market value for not less than $25,000,000
reduce overall development, extend term 24 years, waive bidding and authorize, at no
cost to City:
• $9,000,000 contribution to affordable housing, infrastructure improvements
plus additional public benefits;
• Timeshare units become condominiums;
• Mixed -uses to include office; and
• Expanded public waterfront and pedestrian promenade along Biscayne Bay."
1
THIS DOCUMENT IS A SUBSTITUTION
TO ORIGINAL. BACKUP ORIGINAL CAN
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Exhibit B
Lease Conveyance Area
[Attached behind]
THIS DOCUMENT IS A SUBSTITUTION
TO ORIGINAL. BACKUP ORIGINAL CAN
BE SEEN AT THE END OF THIS DOCUMENT
LEGAL DESCRIPTION:
A portion of Tract "A" and all of Tract "C", WATSON ISLAND SOUTHWEST, according to the Plat thereof, as
recorded in Plat Book 166 at Page 1 1 , of the Public Records of Miami —Dade County, Florida, being more
particularly described as follows:
Commence at the South corner of said Tract "A", the following two (2) courses being along the Southeasterly
line of said Tract "A"; 1) thence N 54'07'39" E for 105.55 feet to the Point of Beginning; 2) thence continue
N 54°07'39" E for 44.59 feet to the West corner of said Tract "C"; thence S 35°54'03" E along the
Southwesterly line of said Tract "C" for 134.36 feet to the South corner of said Tract "C"; thence N 54'07'39" E
along the Southeasterly line of said Tract "C" for 531.61 feet to the East corner of said Tract "C", the following
two (2) courses being along the Northeasterly line of said Tracts "A" and "C", also being the Southwesterly right
of way line of General Douglas MacArthur Causeway; 1) thence N 26'22'36" W for 196.59 feet to a point of
curvature; 2) thence Northwesterly along a 600.00 foot radius curve leading to the left through a central angle
of 5'09'29" for an arc distance of 54.02 feet to a point on a non —tangent line; thence S 54'07'39" W along a
line 113 feet Northwesterly and parallel with said Southeasterly line of Tract "A" for 576.98 feet; thence
S 17°12'21" E along a line 100 feet Easterly and parallel with the Westerly line of said Tract "A" for 119.43 to
the Point of Beginning.
SURVEYOR'S NOTES:
— This site lies in Section 31, Township 53 South, Range 42 East, City of Miami, Miami —Dade County, Florida.
— All documents are recorded in the Public Records of Miami —Dade County, Florida unless otherwise noted.
Bearings hereon are referred to a platted bearing value of N 54'07'39" E for the Southeasterly line of
Tract "A".
— Lands shown hereon were not abstracted for easements and/or rights —of —way of records.
Lands shown hereon containing 139,547 square feet, or 3.204 acres, more or less.
This is not a "Boundary Survey" but only a graphic depiction of the description shown hereon.
Dimensions shown hereon are based on Fortin, Leavy, Skiles, sketch #2020-031-7.
SURVEYOR'S CERTIFICATION:
I hereby certify that this "Sketch of Description" was made under my responsible charge on July 16, 2024, and
meets the applicable codes as set forth in the Florida Administrative Code, pursuant to Section 472.027, Florida
Statutes.
"Not valid without the signature and original raised seal or a digital signature of the Florida Licensed Surveyor and Mapper shown below"
FORTIN, LEAVY, SKILES, INC., LB3653
By:
Daniel C. Fortin, Jr., For The Firm
Surveyor and Mapper, LS6435
State of Florida.
Drawn By
MAP
Cad. No.
200831
Ref Dwg.
2020-031-7
Plotted: 7/16/24 9:07a
LEGAL DESCRIPTION, NOTES & CERTIFICATIONS
F ORTIN, LEAVY, S KILES, INC.
CONSULTING ENGINEERS, SURVEYORS & MAPPERS
FLORIDA CER 11I 'ICATE OF AUTHORIZATION NUMBER: 00003653
180 Northeast 168th Street / North Miami Beach, Florida 33162
Phone 305-653-4493 / Fax 305-651-7152 / Email fls®flasurvey.com J
Date
7/16/24
Scale NOT TO SCALE
Job. No. 240464
Dwg. No. 1024-039-3
Sheet
1 of 3
THIS DOCUMENT IS A SUBSTITUTION
TO ORIGINAL. BACKUP ORIGINAL CAN
BE SEEN AT THE END OF THIS DOCUMENT
II r
12: f
\ gyp\\
\\ �\
\
\
\
\
\
POINT OF
BEGINNING
POINT OF
COMMENCEMENT
SOUTH CORNER OF TRACT "A"
GRAPHIC SCALE
75 150
300
( IN FEET )
1 inch = 150 ft.
TRACT "A'
WATSON ISLAND SOUTHWEST
PLAT BOOK 166 PAGE 11
WESTERLY LINE
OF TRACT "A"
4
),02
N \ rS 10ENTERLINE OF
^ GENERAL DOUGLAS
MACARTHUR CAUSEWAY
\ \ �AG'Ic tA
o e \ 9i O ! 0
A=5 09 29
R=600.00' yo �V 0
L=54.02' �,� '1,� G°
9J
SOUTHEASTERLY LINE
OF TRACT "C"
SOUTHWESTERLY LINE
OF TRACT "C"
T
n3ACT
\
SOUTHWESTERLY
RIGHT OF WAY OF
GENERAL DOUGLAS
MACARTHUR CAUSEWAY
\
\
iD \
WATSON ISLAND SOUTHWEST
PLAT BOOK 166 PAGE 11
LINE TABLE
LINE
LENGTH
BEARING
L1
44.59
N54'07'39"E
L2
134.36
S35'54'03"E
L3
531.61
N54'D7'39"E
L4
196.59
N26'22'36"W
L5
576.98
S54'07'39"W
L6
119.43
S1712'21"E
Drawn By
MAP
Cad. No.
200831
Ref. Dwg.
2020-031-7
Plotted: 7/16/24 9:07o
SKETCH OF DESCRIPTION
F ORTIN, LEAVY, S KILES, INC.
CONSULTING ENGINEERS, SURVEYORS & MAPPERS
FLORIDA CERTIFICATE OF AUTHORIZATION NUMBER: 00003653
180 Northeast 168th Street / North Miami Beach, Florida. 33162
Phone 305-653-4493 / Fax 305-651-7152 / Email fls@flssurvey.com
Date
7/16/24
Scale
1 "=150'
Job. No. 240464
Dwg. No. 1024-039-3
Sheet 2 of 3
THIS DOCUMENT IS A SUBSTITUTION
TO ORIGINAL. BACKUP ORIGINAL CAN
BE SEEN AT THE END OF THIS DOCUMENT
BISCAYNE BAY
TURNING BASIN
BISCAYNE BAY
Drawn By
MAP
Cad. No.
200831
Ref Dwg.
2020-031-7
Plotted:
7/16/24 9:07a
LOCATION MAP
FORTIN, LEAVY, S KILES, INC.
CONSULTING ENGINEERS, SURVEYORS & MAPPERS
FLORIDA CERTIFICATE OF AUTHORIZATION NUMBER: 00003653
180 Northeast 168th Street / North Miami Beach, Florida 33162
Phone 305-653-4493 / Fax 305-651-7152 / Email fls@flssurvey.com
Data
7/16/24
Scale NOT TO SCALE
Iob. No. 240464
Dwg. No. 1024-039-3
Sheet 3 of 3
SUBSTITUTED
TERM SHEET
WATSON ISLAND / BH3 IG DEVELOPER LLC
The following is a summary of certain principal terms for proposed modifications to the doc ents
governing the "Island Gardens" project on Watson Island between BH3 IG Developer LLC Project
Developer" or the "Tenant') and the City of Miami, Florida (the "City" or "Landlord').
Premises:
The real property on Watson Island in the ity of Miami located at
888 Macarthur Causeway, Miami, Flori • , and commonly known as
the Island Gardens site.
Landlord: The City of Miami, a municipal c
oration of the State of Florida
Tenant: BH3 IG Developer LLC, a De are limited liability company, and/or
or its wholly owned single- lose entities.
Project: A mixed -use project itially intended to be known as "Island
Gardens," as more p. ' cularly described in that certain Amended and
Restated Mixed U 'roject Declaration as of April 12, 2023, which
was recorded o April 14, 2023 at CFN 2023R0251059 or Book
33665 Pages 3• 1-3904 in the public records of Miami -Date County,
Florida (the "roject Declaration"). Capitalized terms used but not
defined in is Term Sheet shall have the meanings ascribed to them
in the P , ject Declaration.
Purpose:
Referendum:
Lease erm:
Pro ct Developer seeks to make certain amendments to the
d► uments governing the Project, including the Project Declaration,
extend the term of certain of the leases by 24 years, to sell the
Landlord's position in certain of the leases to Tenant for fair market
value, to provide additional community benefits including a
$9,000,000 contribution to affordable housing, infrastructure
improvements, and an expanded public waterfront, to permit fee
simple condominium form of ownership, and to provide for office
space as a permitted use, all as set forth herein and in the documents
evidencing such amendments.
The changes to the Project are contingent upon approval by the
eligible voters of the City of Miami at public referendum
("Referendum"), contemplated for November 5, 2024, and intended
to be effectuated by definitive documents to be executed shortly
thereafter. The proposed Referendum ballot language is attached
hereto as Exhibit A.
Project Developer seeks to waive bidding in City Charter Section 29-
C and extend the term of the Retail Lease, the Parking Lease, and the
Lifestyle Hotel Lease, and to the extent not conveyed to the Tenant in
accordance with the "Lease Conveyance" paragraph below, the
Luxury Hotel Lease and the Residences Lease (the "Uplands
Leases"), from a maximum of 75 years (i.e., 45 years plus two 15-
year extensions) to a maximum of 99 years (i.e., 69 years plus two 15-
SUBSTITUTED
DRAFT
Lease Conveyance:
Office Use:
Condominium Residences:
Community Benefits:
Public Waterfront:
Effectuating Docume s:
year extensions), and to start or restart, as applicable, the term e ' all
of the Uplands Leases simultaneously upon execution of the L ' style
Hotel Lease such that all of the Uplands Leases will be cote • inous.
Project Developer seeks to waive bidding in City Chart- ection 29-
C and acquire the Landlord's position in the Luxury . etc' Lease and
the Residences Lease, at the time when such le..-s are currently
scheduled for execution, for the appraised f. market value as
determined by two appraisals commissioned b the City, which will
result in the Tenant owning that portion of e Premises containing
approximately 3.2 acres as further indicat- . on Exhibit B.
Project Developer seeks approval for nant to utilize a portion of the
Retail Component for offices to be ased to or otherwise utilized by
third parties as coworking space, ► ice space, or similar usage, which
space may or may not be o • n to the public (for example, by
membership to a coworking • :ace). Project Developer will agree to
reduce the development ca' . city of the Retail Component (measured
in Square Feet) by at leas ' en percent (10%), inclusive of office space.
Project Developer s s approval to change the ownership status of
the residences i the Residences Component from fractional
ownership (i.e. imeshare) to fee simple condominium ownership,
increasing re ue to City.
Project P veloper seeks approval to enter into an agreement to
provid: additional public benefits in connection with the Project,
incl ng $9,000,000 to affordable housing and infrastructure, an
up.ted civic arts program, an updated maritime, ocean and art
lery, additional hiring and job training programs, and an expanded
public waterfront promenade.
As part of the community benefits program, Project Developer seeks
approval to expand the public waterfront and pedestrian promenade
along Biscayne Bay, including the City -owned parcels immediately
south of the Premises and south of the Chalks/heliport properties (also
known as the "quad parcel").
The foregoing items are intended to be effectuated by the following
documents which are attached hereto as Exhibit C-1, Exhibit C-2,
Exhibit C-3, Exhibit C-4, Exhibit C-5, and Exhibit C-6, respectively:
1) Amendment to Master Development Agreement: this
document changes the base term of the Lifestyle Hotel Lease
to 69 years (i.e., 99 years including renewals), changes the
Luxury Hotel Lease and the Residences Lease from leases to
fee simple ownership by the Tenant, changes references to
fractional residences to be references to condominium
residences, and updates the legal name of the Project
Developer and the tenants under the Uplands Leases.
2
SUBSTITUTED
DRAFT
2) Second Amendment to Project Declaration: this docu ent
clarifies that office is a permitted use, clarifies the ma: um
development capacity of the Retail Component, an anges
references to fractional residences to be re - ences to
condominium residences.
3) Amendment to Parking Lease: this docuent updates the
base term of the Parking Lease to 69 ars (i.e., 99 years
including renewals) and updates the le .1 name of the tenant
under the Parking Lease.
4) Amendment to Retail Lease: th document updates the base
term of the Retail Lease to 69 ears (i.e., 99 years including
renewals) and updates the 1: - al name of the tenant under the
Retail Lease.
Communi Benefit A reement: this document includes
various communi benefits that Developer will agree to
provide in corm: ion with the development of the Project,
including a $ • ,100,000 contribution to affordable housing
and infras e and an expanded public waterfront.
6) Public aterfront Easements: new easements for the
impro ements and management of Promenade Expansion 1
an. romenade Expansion 2.
3
SUBSTITUTED
Exhibit A
Referendum Ballot Language
"WATSON HARBOUR"
Title: "Charter Amendment to revise mixed -use leases on Watson Island"
"Shall City Charter be amended to revise existing leases at 888 Macart r Causeway, sell
3.2 acres of leased property to tenant for fair market value, reduce ov all development,
extend term 24 years, waive bidding and authorize, at no cost to C
• $9,000,000 contribution to affordable housing plus additio ' .l public benefits;
• Timeshare units become condominiums;
• Mixed -uses to include office; and
• Expanded public waterfront and pedestrian promen.. e along Biscayne Bay."
SUBSTITUTED
Exhibit B
Lease Conveyance Area
[Attached behind]
SUBSTITUTED
Exhibit C-1
Amendment to Master Development Agreement
[Attached behind]
SUBSTITUTED
Exhibit C-2
Second Amendment to Project Declaration
[Attached behind]
SUBSTITUTED
Exhibit C-3
Amendment to Parking Lease
[Attached behind]
SUBSTITUTED
Exhibit C-4
Amendment to Retail Lease
[Attached behind]
SUBSTITUTED
Exhibit C-5
Community Benefits Agreement
[Attached behind]
SUBSTITUTED
Exhibit C-6
Public Waterfront Easement Areas
[Attached behind]