HomeMy WebLinkAboutExhibit A-Draft Term Sheet-SUBTHIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP
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Term Sheet
The following represents a nonbinding summary of the material terms and conditions of the proposed
redevelopment (the "Redevelopment") of Jungle Island by Purchaser (defined below) in collaboration
with ESJ JI Leasehold, LLC ("Current Tenant", and collectively with Purchaser, the "Developer Parties,"
each a "Developer Party"), the current tenant under the existing lease for the operation of Jungle Island
(the "Existing Lease"), pursuant to (1) a proposed contract of sale and purchase (the "Purchase Contract")
for the fee simple acquisition of, and development of a private residential project with accessory uses over,
a portion of the Jungle Island site; and (2) a proposed agreement for the development of a public park over
the remainder of the Jungle Island site (the "Park Construction Agreement"). No party is to be bound in
any way unless and until final documents have been agreed upon, executed and delivered.
Seller The City of Miami, a municipal corporation of the State of Florida
("Seller" or "City")
Purchaser Ecoresiliency Miami LLCa Delaware limited liability company, or an
affiliate owned and controlled by a Developer Party (the "Purchaser")
Property
Proposed Development
Overall site of Jungle Island located at 1111 Parrot Jungle Trail, Miami,
Florida, having folio numbers 01-3231-000-0014 and 01-3231-000-0016
(the "Overall Site" or "Property"). Purchaser's interest in the Overall Site
will be structured as follows:.
(i) A fee simple interest in an approximately 5.4-acre parcel (the
"Residential Parcel") within Overall Site. The Residential Parcel is
currently zoned T6-12-0 and is depicted on Schedule 1.
(ii) A development agreement with temporary access rights, in a form
acceptable to the City Attorney, on an approximately 13.3-acre parcel
(the "Public Park Parcel") within the Overall Site. The Public Park
Parcel, which includes approximately 10.9 acres of uplands and
approximately 2.4 acres of submerged lands, is currently zoned CS
and is depicted on Schedule 1. Following completion of the Public
Park (defined below), the development agreement and applicable
access rights will be terminated and the Public Park will be turned
over to the City.
(i)
Purchaser will develop and construct the following on the Residential
Parcel (collectively, the "Residential Project"):
(a) A condominium development containing approximately 600
condominium units and related amenities (the "Condominium
Development");
(b) Up to 25,000 square feet of retail/commercial; space
"Commercial Component"); and
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16360 Exhibit A -Draft Term Sheet -SUB
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Existing Lease
(c) A parking garage with sufficient parking to accommodate the
Commercial Component, the Condominium Component, and
the Public Park to the extent parking for the Public Park is not
provided on the Public Park Parcel (the "Parking
Component").
(ii) Purchaser or its Affiliate (defined below) (the "Park Developer") will
develop and construct a world -class public park with a focus on
education of biodiversity and containing passive and active
recreational uses on the Public Park Parcel (the "Public Park").
The Existing Lease will be terminated, and be of no further force or effect
upon the Closing (defined below) under the Purchase Contract.
Conditions to The effectiveness of the Purchase Contract will be contingent on the
Effectiveness of Purchase following (collectively, the "Conditions to Effectiveness"): (a)
Contract amendment to the City Charter, as approved by referendum by the voters
of the City of Miami, waiving competitive bidding and authorizing the
purchase and sale of the Residential Parcel and the termination of the
Existing Lease; and (b) approval of the purchase and sale of the
Residential Parcel and other required project documents by four -fifths
vote of the City Commission.
Effective Date of Purchase The effective date (the "Effective Date") of the Purchase Contract will be
Contract the date that all of the Conditions to Effectiveness have been satisfied and
the Purchaser and City have executed and delivered the Purchase Contract.
The Purchase Contract shall become effective on the Effective Date.
Consideration The consideration to City for the Redevelopment and purchase price for
the Residential Parcel (the "Purchase Price") will equal or exceed the fair
market value of the Residential Parcel, which the parties agree equals
$135,000,000, and will include the following components:
(i): Purchaser's development of the Public Park at no cost to the City with
an allowance of $37,000,000 to be funded by Purchaser for the hard
and soft costs of construction of the Public Park, and in the event that
the cost of the Public Park is less than such amount, the amount of any
savings shall be paid to the City as cash consideration (the "Park
Allowance);
(ii) A lump sum payment of Ten Million Dollars ($10,000,000), payable
at Closing (the "Closing Payment"); and
(iii)An annual payment to the City in the amount of $2,000,000 with 3%
annual escalations (Le., $1,177,257,733 in payments over ;the fist 99
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Contract Deposit
Inspections
years, with a net present value of $113,721,073 calculated at a
discount rate of 4.2%) to support the City's ongoing maintenance of
the Public Park (the "Park Maintenance Fee"). Fifty percent (50%) of
the Park Maintenance Fee shall be payable by the condominium
association for the first Phase (defined below) of the Condominium
Development commencing five years after completion of construction
of the first Phase, and fifty percent (50%) of the Park Maintenance
Fee shall be payable by the condominium association for the second
Phase of the Condominium Development commencing five years
after completion of construction of the second Phase. The obligation
to pay the Park Maintenance Fee shall run with the land, and the
applicable recorded condominium documents shall provide for an
assignment to the City of the condominium association's right to
foreclose its lien against individual condominium owners in the event
of a non-payment of the Park Maintenance Fee.
On or before the date that is ten (10) days following the Effective Date,
Purchaser shall make a conditionally refundable deposit in the amount of
$2,000,000 (the "Contract Deposit") into a closing escrow with an agreed
escrow agent (the "Escrow Agent"). The Contract Deposit shall be
released to the Cityand applied towards the Closing Payment at Closing,
or, in the event that Closing does not occur, the Contract Deposit shall be
released to either the City or Purchaser in accordance with the Purchase
Contract.
For a period of thirty (30) days after the Effective Date (the "Inspection
Period"), Purchaser, its employees, agents, consultants and
representatives, shall be entitled, at Purchaser's sole cost and expense, to
investigate and evaluate the Property. Such right of investigation shall
include the right to enter the Property, and perform any studies, tests or
inspections of the Property as Purchaser may deem necessary or
appropriate, including without limitation assessments of soil and
subsurface conditions, archeological condition, utility services,
geotechnical reports, and environmental audits (including Phase I, Phase
II and any other audit recommended by Purchaser's environmental
consultant), title review, reports and commitments, and surveys of the
Property. City agrees to cooperate reasonably with any such
investigations, tests, samplings, analyses, inspections, studies or meetings
made by or at Purchaser's direction during the Inspection Period and
Purchaser shall provide City with copies of all such matters. If the results
of Purchaser's inspections reflect site conditions or title or survey
conditions that were not disclosed in writing to Purchaser :priq ': o the
Effective Date ("Site Conditions"), then the following provisighs shall
apply;
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(i)
If such Site Conditions adversely affect in any material respect, in
Purchaser's reasonable opinion, Purchaser's ability to develop the
Residential Project or the Public Park on the Property or any
applicable portion thereof, then Purchaser shall have the right, in its
sole discretion, to terminate Purchase Contract and its obligations
thereunder as to the Property by giving written notice to City prior to
the end of the Inspection Period, which notice shall describe in
reasonable detail any site conditions that adversely affect in any
material respect Purchaser's ability to develop the Property, and in
such event, the Purchase Contract shall terminate as of the date City
receives such notice of termination and the Escrow Agent shall return
the Contract Deposit to Purchaser. In such event, Purchaser shall
provide to City copies of any reports, studies, tests, and other
materials which Purchaser obtained in connection with its review of
the Property. Purchaser shall be deemed to have waived its right to
terminate the Purchase Contract _ pursuant to this provision if
Purchaser does not notify City of such termination during the
Inspection Period;
(ii) Notwithstanding the foregoing, no matters disclosed in any
environmental report obtained by Purchaser prior to the Effective
Date ("Existing Environmental Reports") shall be considered in
determining the amount of Unanticipated Development Cost that
Purchaser will incur with respect to the development of the Property.
For purposes hereof, Purchaser shall be deemed to have knowledge of
matters disclosed in such Existing Environmental Reports; and
(iii)Purchaser shall indemnify, defend and hold City harmless from and
against any and all damages, mechanics' liens, liabilities and losses to
the extent caused by Purchaser's entry onto the Property or any
inspections performed by Purchaser thereon during the Inspection
Period, but expressly excluding any damages, liabilities or losses
arising out of latent defects, the displacement or disturbance of
hazardous materials not placed on the Property by Purchaser or the
discovery of pre-existing conditions. While performing any
inspections on the Property, Purchaser shall maintain insurance
coverage in accordance with the Purchase Contract. If Purchaser
terminates the Purchase Contract, Purchaser shall promptly repair any
damage caused by Purchaser's inspections and restore the Property to
its pre -inspection condition, provided that Purchaser shall have no
obligation to repair or restore any latent or pre-existing condition or
any hazardous materials not placed on the Property by Purchaser. The
indemnity described in this paragraph shall survive any ::'Germination
or expiration of the Purchase Contract.
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Title Defects
Without limiting Purchaser's right to perform investigations during the
Inspection Period, City acknowledges that Purchaser has obtained an
initial title report for the Property which shows certain defects to title,
including those matters listed on Schedule 2 (the "Existing Title Defects").
City agrees to reasonably cooperate with Purchaser to cause such Existing
Title Defects to be released, removed, or otherwise cured to Purchaser's
satisfaction prior to Closing. If any such Existing Title Defects cannot be
cured prior to Closing and such Existing Title Defects materially and
adversely affect, in Purchaser's reasonable opinion, Purchaser's ability to
develop the Residential Project or the Public Park on the Property or any
applicable portion thereof, Purchaser shall have the right in such event to
either (a) to accept title subject to such Existing Title Defects, (b) to
terminate the Purchase Contract, in which case the Escrow Agent shall
return the Contract Deposit to Purchaser, or (c) to provide written notice
of same to City, in which event City shall have up to an additional sixty
(60) days to continue to pursue the cure of same (or such additional time
period mutually agreed to in writing by Purchaser and City). In the event
of termination, both Purchaser and City shall be released of all obligations
under the Purchase Contract (save and except for any obligations or terms
that expressly survive the termination of the Purchase Contract).
Notwithstanding the 'foregoing, if following the Inspection Period and
prior to Closing, any new title conditions arise, which were not identified
on any title reports or commitments obtained by Purchaser with respect to
the Residential Parcel or Public Park Parcel prior to the expiration of the
Inspection Period, which were (i) not caused by Purchaser, (ii) have arisen
after the effective date of any such reports or commitments, and (iii)
adversely affect in any material respect, in Purchaser' s reasonable opinion,
Purchaser's ability to develop the Residential Project or the Public Park
on the Property or any applicable portion thereof, Purchaser shall have the
right in such event to either (a) to accept title subject to such additional
exceptions, (b) to terminate the Purchase Contract, in which case the
Escrow Agent shall return the Contract Deposit to Purchaser, or (c) to
provide written notice of same to City, in which event City shall have up
to sixty (60) days to cure same (or any additional time period mutually
agreed to in writing by Purchaser and City). In the event of termination,
both Purchaser and City shall be released of all obligations under the
Purchase Contract (save and except for any obligations or terms that
expressly survive the termination of the Purchase Contract).
Notwithstanding City's agreement to reasonably cooperate with Purchaser
to cause Existing Title Defects to be released, removed, or otherwise cured
to Purchaser's satisfaction prior to Closing, City shall not be obligated to
engage in or initiate legal proceedings in furtherance thereof.
Moreover, Purchaser's proposed modifications and/or release :of *Title
Defects to be submitted for City Commission approval shatt.eomply`with;
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Title Insurance
all applicable laws and regulations. Purchaser agrees that nothing herein
guarantees any particular outcome before the City Commission and the
approval of this Term Sheet is not intended to imply or require any specific
outcome before the City Commission relative to the Title Defects.
Purchaser may, at its sole cost and expense, obtain a marketable title
insurance commitment covering the Residential Parcel, to be followed by
an owner's marketable title insurance policy (ALTA Form "B" with
Florida revisions) from a title insurance company licensed by the State of
Florida ("Title Company") in the amount of the Purchase Price, and
naming Purchaser as the insured. The cost and expense of the title
insurance shall be borne and paid for by Purchaser.
Condition of Property At Closing, Purchaser shall accept the Residential Parcel in "AS IS,
WHERE IS CONDITION." City shall make no warranties or
representations whatever as to the condition of the Residential Parcel or
any improvements located thereon, or the fitness of either for any
particular use or purpose. Notwithstanding the foregoing, at Closing, the
Residential Parcel shall be free and clear of all occupancies and rights to
occupy, including pursuant to the Existing Lease. This provision shall
survive the termination of the Purchase Contract and the Closing of the
Purchase Contract.
Conditions to Closing
Closing Date
The closing of the Purchase Contract shall be subject to the satisfaction of
the following conditions (collectively, the "Closing Conditions"): (i)
approval of the purchase and sale of a fee simple interest in the Residential
Parcel, together with other applicable project parameters by the Florida
Board of the Trustees of the Internal Improvement Trust Fund through a
modification of the existing deed restrictions, including termination of the
existing reverter as to the Residential Parcel, and release of the existing
oil, gas and mineral reservations as to the Residential Parcel; (ii) the
release, removal, or otherwise curing of the Existing Title Defects to
Purchaser's satisfaction; and (iii) Purchaser's receipt of unconditional and
non -appealable zoning and site plan approvals for the Residential Project
and Public Park, and the approval of a re -plat and/or covenant in lieu of
unity of title, to the extent required by applicable subdivision requirements
to authorize the separate ownership and development of the Residential
Parcel from the Park Parcel in accordance with the site plan, with all
applicable appeal periods relating to the all of foregoing expired without
the filing of any appeals (or if any appeals are filed, with the resolution of
all such appeals in a manner acceptable to Purchaser). ;.
The closing of the purchase and sale of the Residential.' Parcel (the,,
"Closing") shall occur sixty (60) days following the satsfactiori` of the
Closing Conditions. The date, time and place of Closing `(the.:.`°flosing:
Date") shall be agreed to by Purchaser and City. If thez,closing has OR
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Closing Requirements
Closing Costs
Impositions
occurred by February 28, 2026, Purchaser may terminate the Purchase
Contract.
At Closing, City will deliver to Purchaser (i) a special warranty deed
conveying the Residential Parcel and any improvements thereon in their
"AS IS, WHERE IS CONDITION," with any and all faults, and without
warranties or representations, in the form to be attached to the Purchase
Contract (the "Deed"), to be fully executed by City; (ii) a declaration of
restrictions for the Residential Project in the form to be attached to the
Purchase Contract (the "Declaration"), to be fully executed by City and
Purchaser; (iii) the Park Construction Agreement for the Public Park
Parcel in the form attached to the Purchase Contract, to be fully executed
by City and Park Developer; and (iv) a termination of the Existing Lease
and a memorandum of :termination of the Existing Lease (the
"Memorandum of Termination"), each in the form to be attached to the
Purchase Contract, to be fully executed by City and Current Tenant. The
Deed shall be recorded immediately following recordation of the
Memorandum of Termination. The Declaration and any recordable
instruments required in connection with the Park Construction Agreement
shall be recorded immediately following recordation of the Deed, with all
such documents to be recorded by City at the expense of Purchaser.
At Closing, Purchaser shall repay the existing loans totaling approximately
$32,000,000 due to City and Miami -Dade County and Ygrene C-Pace loan
of approximately $1,200,000 pursuant to the Existing Lease. For the
avoidance of doubt, such amount is inclusive of the approximately
$17,700000 repayment to the City described in the Community Benefits.
City and Purchaser acknowledge and agree that Purchaser shall be
responsible for all closing costs associated with the Redevelopment and
the transaction contemplated under the Purchase Contract, including but
not limited to appraisal costs, inspection costs, survey costs, documentary
stamp tax on the Deed, surtaxes on the Deed, recording fees for all
documents to be recorded, abstract or title insurance fees, Purchaser's
attorneys' fees and real estate brokerage fees, and all payments required
under the Purchase Contract and Purchaser shall deposit such amounts in
the closing escrow with Escrow Agent on or before the Closing Date, and
shall pay any costs charged by such Escrow Agent. Purchaser agrees that
it shall be responsible for all costs of compliance with the terms of the
Deed and the Park Construction Agreement. The obligation to pay the
costs and expenses set forth in this paragraph shall survive the termination
or Closing of the Purchase Contract.
Purchaser shall be responsible for payment of all impositions'.(re41_,estate
taxes, personal property taxes, assessments) on the Residential"Parcel x'
r.
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Deed Restrictions
Declaration
arising from and after the Closing Date. Purchaser shall not be responsible
for the payment of impositions on the Public Park Parcel.
City and Purchaser acknowledge and agree that the Deed will restrict the
use and development of the Residential Parcel to the Residential Project
described above. The Deed will further require that the Parking
Component will provide the minimum number of parking spaces required
by City Code to serve the Residential Project and the Public Park to the
extent parking for the Public Park is not provided on the Public Park
Parcel. In the event the Parking Component serves the Public Park, City
and Purchaser shall enter into a parking agreement governing the operation
of the Parking Component and use of the Parking Component by users of
the Public Park.
In addition to the restrictions set forth in the Deed, City and Purchaser
acknowledge and agree that the development of the Residential Project
will be subject to the following terms and conditions, which will be set
forth in the Declaration:
Purchaser intends to develop the Residential Project in two (2) separate
phases (each, a "Phase"). The first Phase of the Residential Project
("Phase 1") will contain .a condominium tower, the Commercial
Component, and any required parking. The second Phase of the
Residential Project ("Phase 2") will contain a second condominium tower
and any required parking. Phase 1 and Phase 2 will be separately owned
and developed by Affiliates of Purchaser, and any obligations set forth in
this Term Sheet applicable to a single Phase (or otherwise designated in
the Purchase Contract or an associated Project agreement as part of a
single Phase) shall beassigned to the Affiliate responsible for such Phase.
Purchaser will use commercially reasonable efforts to (i) substantially
complete construction of Phase 1 within six (6) years after Closing (the
"Phase 1 Deadline"), subject to force majeure, delays caused by City in its
propriety capacity and the rights of lenders set forth in the Declaration;
and (ii) substantially complete construction of Phase 2 within nine (9)
years after Closing (the "Phase 2 Deadline"), subject to force majeure,
delays caused by City in its propriety capacity and the rights offenders set
forth in the Declaration. ..
If Purchaser fails to substantially complete construction of y.h4se 1=by the
Phase 1 Deadline, subject to force majeure, delays caused .V Citylin itS
propriety capacity and the rights of lenders set forth in the'Declaratior,
Purchaser will pay to City, as liquidated damages, an amour e'qualjo two,
percent (2%) of the Park Maintenance Fee per month for the°first,lawelve`„1
(12) months that such failure exists. For each month thereafter. until
Purchaser actually substantially completes construction ;of Phase 1,
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Park Construction
Agreement
Purchaser will pay to City, as liquidated damages, an amount equal to four
percent (4%) of the Park Maintenance Fee per month.
If Purchaser fails to substantially complete construction of Phase 2 by the
Phase 2 Deadline, subject to force majeure, delays caused by City in its
propriety capacity and the rights of lenders set forth in the Declaration,
Purchaser will pay to City, as liquidated damages, an amount equal to two
percent (2%) of the Park Maintenance Fee per month for the first twelve
(12) months that such failure exists. For each month thereafter, until
Purchaser actually substantially completes construction of Phase 2,
Purchaser will pay to City, as liquidated damages, an amount equal to four
percent (4%) of the Park Maintenance Fee per month.
In the event that Purchaser fails to pay any of the liquidated damages
required by the Declaration for any Phase, the City may obtain a judgment
and record a certified copy thereof in the Public Records of Miami -Dade
County, Florida, which would constitute a lien against the applicable
Phase of the Residential Parcel.
The Declaration shall be terminated as to Phase 1 upon TCO of Phase 1
and payment of all liquidated damages attributable to Phase 1, if any, and
the Declaration shall be terminated as to Phase 2 upon TCO of Phase 2
and payment of all liquidated damages attributable to Phase 2, if any.
The following terms and conditions shall apply to the development of the
Public Park pursuant to the Park Construction Agreement:
(i) An initial conceptual plan for development of the Public Park ("Initial
Conceptual Plan") is attached as Schedule 3. Prior to execution of
the Purchase Contract, the Initial Conceptual Plan shall be revised as
agreed by the Parties to incorporate feedback from City (including,
without limitation, the City Parks and Recreation Department), and
upon execution of the Purchase Contract, the revised conceptual plan,
in the form attached to the Purchase Contract (the "Final Conceptual
Plan"), shall be deemed approved by City, in its proprietary capacity
only, and Park Developer. The Final Conceptual Plan shall be
materially consistent with the City's Parks Master Plan. Park
Developer will use commercially reasonable efforts to develop the
Public Park in accordance with the milestone dates set forth below,
subject only to force majeure, delays caused by City in its pr'cpriety
capacity and the rights of lenders set forth in the Park construction ;'`
Agreement. The Public Park shall include any jDUbiic ;parking
required by applicable law for the Public Park, and suoh°parking mdy"
be provided either on the Public Park Parcel or on. the'; Resi Ientinl:
Parcel (and if on the Residential Parcel, parking for 'ttile Publ c Park':
may be provided at a temporary location on the Overa:Site~,prior tc
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completion of the Phase 1 parking structure). Park Developer is
entitled to revise the Final Conceptual Plan as required to address
regulatory requirements or ensure that the development cost does not
exceed the Park Allowance, or otherwise subject to City's approval,
not to be unreasonably withheld, conditioned, or delayed; provided,
however, that the revised Final Conceptual Plan must, at, a minimum,
provide the Minimum Park Parameters. City shall be entitled to
review construction drawings, but only (in its proprietary capacity as
owner) for purposes of confirming the same conform with the
Minimum Park Parameters and then current Final Conceptual Plan,
compliance with the terms of the Park Construction Agreement, and
compliance with applicable laws. City will cooperate with Park
Developer's development by signing easements within the easement
footprint (to the extent necessary to develop the Public Park Parcel in
accordance with the approved Final Conceptual Plan), permit
applications, etc., within reasonable limitations and subject to all
applicable laws.
(ii) Park Developer will use commercially reasonable efforts to obtain
approvals from all applicable . governmental authorities that are
required for the commencement of development and construction of
the Public Park and shall commence construction of the Public Park
within twenty-four (24) months after Closing, subject to force
majeure, delays; caused by City in its propriety capacity and the rights
of lenders set forth in the Park Construction Agreement. If Park
Developer fails to timely commence construction of the Public Park,
Park Developer will pay to City, as liquidated damages, $10,000 per
month for the first twelve (12) months that such failure exists, and
$15,000 per month for each month thereafter, until Park Developer
actually commences construction of the Public Park. Park Developer
will use commercially reasonable efforts to substantially complete
construction of the Public Park within twenty four (24) months after
commencement of construction, subject to force majeure, delays
caused by City in its propriety capacity and the rights of lenders set
forth in the Park Construction Agreement. If Park Developer fails to
timely substantially complete construction of the Public Park, Park
Developer will pay to City, as liquidated damages, $10,000 per month
for the first twelve (12) months that such failure exists, aril $1 a000
per month for each month thereafter, until Park Developer actually
substantially completes construction of the Public Park. In, the=event,
that Park Developer fails to pay the liquidated damages; required by
the Park Construction Agreement, the City may obtain aj`udgmerit and
record a certified copy thereof in the Public Records of `1Vlfami,Dade '
County, Florida, which would constitute a lien against the Resi�,eptialw
Parcel. .
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(iii)City, in its capacity as sovereign, shall not be obligated to grant Park
Developer any approvals of applications for building, zoning,
planning or development under present or future laws and ordinances.
Recognizing the public and private benefits afforded by the Public
Park, City agrees to use reasonable, diligent efforts to facilitate the
approval and permitting process through City in order to expedite the
development of the Public Park as soon as reasonably practicable in
an effort to assist Park Developer in achieving its development and
construction milestone for the Public Park. In furtherance thereof,
City has or will designate a designated representative to serve as
City's point of contact and liaison with Park Developer in order to
coordinate and facilitate the submission of applications,
authorizations, permit documents and the like across all of the various
departments and offices of City which have the authority, right or
responsibility to review and approve same on behalf of City.
(iv)Prior to commencement of construction on the Public Park Parcel,
Park Developer shall provide to City a payment and performance
bond, in a form approved by City in its reasonable discretion,
guaranteeing the payment of its general contractor or the major
subcontractors and performance of such work in accordance with the
requirements of Section 255.05, Florida Statutes.
(v) City reserves the right to approve or deny, in its reasonable discretion
(including review by the office of the City of Attorney), any
covenants, easements, or similar agreements (including, without
limitation, construction access agreements) which encumber the fee
interest of City that are reasonably required for Park Developer's
development of the Public Park, including the reasonable
requirements of any lender.
(vi)Prior to substantial completion of the Public Park, Park Developer
shall not assign the Park Construction Agreement in its entirety, or
any portion thereof, or the obligation of Park Developer to develop
the Public Park or any portion thereof pursuant to the Park
Construction Agreement, to any party that is not an Affiliate without
City Manager's consent, which shall not be unreasonably withheld,
conditioned or delayed. Notwithstanding the foregoing, prior to
substantial completion of the Public Park and provided no event of
default then exists under the Park Construction Agreement, Park
Developer may freely assign the Park Construction Agreement to an
Affiliate upon notice to City and without consent of No
transferee of Park Developer's interest in the Park G;onstuction
Agreement shall be a prohibited person. Upon an aasignmtent
assignor shall be released from any liability (except for such Iliabihty`
incurred by Park Developer prior to such date unless such•
liabilities
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Alternative Conveyance
are expressly assigned to, and accepted by, the assignee), provided
that, in the case of a transfer to an un-Affiliated party prior to
substantial completion of the Public Park, City Manager has
consented to (or, if required by law, City Commission has approved)
such transfer. Notwithstanding the foregoing, Park Developer may
assign the Park Construction Agreement to an Affiliate of Purchaser
of greater or equal financial capability at any time without City's
consent, but with advance notice and evidence of compliance
herewith. "Affiliate" means an entity that is controlled by, or under
common control with, Purchaser, and that is at least ten percent (10%)
owned, directly or indirectly, by Purchaser or Purchaser's principals
(for the avoidance of doubt, if Purchaser or Purchaser's principals
own, directly or indirectly, less than 50% of the equity interests in
such entity, then the majority owner(s) of such entity shall be limited
partners or the equivalent thereof). Moreover, the Park Construction
Agreement shall not restrict Purchaser's ability to transfer the
ownership interests of Purchaser, so long as Purchaser continues to
meet the definition of "Affiliate," and no owner is a prohibited party.
(vii) Following completion of the Public Park, the Park Construction
Agreement will be terminated and be of no further force or effect.
(viii) For the avoidance of doubt, City will maintain its ownership
interest in the Public Park Parcel at all times during the term of the
Park Construction Agreement. Following completion of the Public
Park, City will operate and maintain the Public Park.
Notwithstanding anything herein to the contrary, to the extent required by
the Board of Trustees of the Internal Improvement Trust Fund as a
condition of its approval of the development contemplated by this Term
Sheet, the structure of the contemplated conveyance shall be revised to
replace the fee -simple sale of the Residential Parcel with the following
agreements, each in form approved by the City Attorney: (a) a 99-year
ground lease of the Residential Parcel to Purchaser, as ground tenant,
renewable at the option of the ground tenant for an additional 99-year term,
(b) a purchase and sale agreement governing the sale to Purchaser -of an
air parcel located above the Residential Parcel with an area and l6cation, ,:..
suitable for the development and ownership of the +C'dndom tiium' 'G
Development, and (c) appropriate easement agreements recur 'ed amst
the City's interest in the Residential Parcel governing acceSsopa ation,i
shared infrastructure, and other matters related to the vertical,:subdivlision, :.
of the Residential Parcel and long-term ownership and operation crf theyiri
Residential Project. t— s, ;
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Community Benefits
In addition to the payments set forth above as Consideration, Purchaser
shall provide the following community benefits, which will be further
defined and set forth in the Purchase Contract or associated Project
agreement to be approved by the City Commission:
(i) Affordable Housing and Public Benefits Contribution. Purchaser
shall pay $15,000,000 to the City, for the City to spend on affordable
housing initiatives, infrastructure, and other public benefits at the
City's sole discretion, payable as follows: (A) $2,000,000 within
thirty days after issuance of the master building permit for the first
Phase; (B) $6,500,000 within thirty days after TCO of the first Phase;
and (C) $6,500,000 within thirty days after TCO of the second Phase.
(ii) CDBG Loan Payment. At Closing, Purchaser shall pay to the City
approximately $17,700000 in satisfaction of all debt issued by the
City in connection with the Section 108 loan from the U.S.
Department of' Housing and Urban Development for original theme
park to benefit persons of low or moderate income.
(iii) City Marine Facilities. An allowance of $700,000 for the
construction of City -owned public harbor master facilities. "City
Marine Facilities" shall mean (a) office space with a reception area
for use by the City in connection with the City's management of the
City's Watson Island mooring field and (b) restroom facilities with
showers and other common areas (including a laundry) for use by
users of the mooring field. The City Marine Facilities shall not exceed
750 square feet of gross floor area and shall be incorporated into the
Public Park or at another location mutually agreed by the Parties. In
the event that the cost to construct the City Marine Facilities exceeds
the amount of the allowance, the City shall have the option to either
(a) fund such excess amount or (b) reduce the scope of the City Marine
Facilities such that they can be constructed for less than the amount
of the allowance.
(iv)Ichimura Miami -Japan Garden / Other Public Improvements. An
allowance of $700,000 for the construction of restrooms for use by
visitors of the Ichimura Miami -Japan Garden and any other
enhancements to the Ichimura Miami -Japan Garden or other public
improvements agreed upon by the Parties and incorporated into either
the Residential Project or the Public Park, or at an agreed off -site
location. In the event that the cost to construct the public facilities
exceeds the amount of the allowance, the City shall have .the option to
either (a) fund such excess amount or (b) reduce the,14ope=-°8f the
additional public facilities such that they can be constriretedf fOr less
than the amount of the allowance.
(J7
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(v) Master Planning of Watson Island. Purchaser will participate in and
fund the master planning of Watson Island up to the maximum
amount of $500,000, which shall include the Public Park Parcel,
additional public park/viewing area and pedestrian paths connecting
public space on Watson Island; and
(vi) Participation of Returning Citizens in the Project. Purchaser will
coordinate with existing not -for -profits (including, but not limited to,
an initial outreach to Transitions, Inc., Circle of Brotherhood, Inc.,
Camilus House, and Hermanos de la Calle) or staffing agencies to
develop and implement a staffing plan for the employment of
returning citizens (i.e., formerly incarcerated individuals) as part of
the construction workforce for the Project.
(vii) Community Participation in the Construction of the Project.
Purchaser shall develop a community outreach and subcontracting
plan, subject to approval by the City Manager, to subcontract a
minimum of five percent of the construction work in connection with
the Project to small, disadvantaged subcontractors located in the City
of Miami, as evidenced by a certification by Miami -Dade County as
a Small Business Enterprises (SBE) or a comparable certification.
Notwithstanding anything herein to the ' contrary: (A) any of the
community benefits identified in subsections (iii) and (iv), above, may,
upon agreement of the Parties, be replaced in the final Purchase Contract
with other communitybenefits of equal value, and (B) in the event that the
City, acting in its regulatory capacity in connection with the necessary
zoning approvals for the Project, requires any additional or conflicting
community benefits as a condition of such approvals, the foregoing
community benefits shall be modified to conform to such approvals and to
ensure that the total value of community benefits provided is neither
increased nor decreased.
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Schedule 1
C.J1
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Schedule 3
Existing Title Defects
1. Oil, gas and mineral reservations, deed restrictions and reverter set forth in that certain Deed from
The Trustees of the Internal Improvement Fund to the City of Miami, filed April 11, 1949 in Deed
Book 3130, Page 257 and under Clerk's File No. Y-29610, as modified by Partial Modification of
Restrictions dated August 18, 1997, filed April 13, 2000, in Official Records Book 19072, Page
4830.
2. Terms and provisions contained in that certain Development Agreement Between the City of
Miami, Florida and ESJ JI Leasehold, LLC Regarding Development of the Jungle Island Project,
recorded June 24, 2021 in Official Records Book 32580, Page 2983.
3. Terms, provisions and restrictions contained in that certain Unity of Title recorded October 24,
2022, in Official Records Book 33435, Page 4093.
•
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Mangrove Trail
Elevated walkway to explore and learn
about the Local margrovehabitat while
respecting its em'ronment
Schedule 3
Initial Conceptual Plan for Public Park
New Public Park
Draft Conceptual Design
(Design subject to change)
Bird Watching
Elevated tree -top walk to experience birds
and local fauna among g the tree canopies,
with integrated nesting sites.
•
11C� e
Dune's gathering Pollinator Gardens
Viewpoint
Vertical connection for iconic viewpoints
towards Miami Downtown and the surmurkting Bay.
Shaded Rest Station
Shaded resting areas far quiet gathering
and reading. surrounded by meadows and
trees.
Wetland Kayak Trail Orchid Playground
Outdoor flexible gathering among Bee hives and pollinator gardens for Repaired Kayak storage for water and
the sand dunes. for diverse activities famiy activities whirr supporting the local wetland exploration, among flamingos and
andcomnanityavents. bind versify. other local bids.
8 Habitats, 8 Experiences
17
Shaded playgrounds for kids. with hanging
f mibueand diverse installations.
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Florida Habitats
Public Park Zones
Florida Habitats
Rewildening the Habitats and Nature Program
SUBSTITUTED
Term Sheet
The following represents a nonbinding summary of the material terms and conditions of the pr..osed
redevelopment (the "Redevelopment") of Jungle Island by Purchaser (defined below) in colloration
with ESJ JI Leasehold, LLC ("Current Tenant", and collectively with Purchaser, the " i evelo. er
Parties," each a "Developer Party"), the current tenant under the existing lease for the .peration of
Jungle Island (the "Existing Lease"), pursuant to (1) a proposed contract of sale an. purchase (the
"Purchase Contract") for the fee simple acquisition of, and development of a private r' idential project
with accessory uses over, a portion of the Jungle Island site; and (2) a propose. .greement for the
development of a public park over the remainder of the Jungle Island site (t "Park Construction
Agreement's No party is to be bound in any way unless and until final docu ' ents have been agreed
upon, executed and delivered.
Seller
Purchaser
Property
The City of Miami, a municipal corporateof the State of Florida
("Seller" or "City")
Ecoresiliency Miami LLC, a Delawar- imited liability company, or an
affiliate owned and controlled by a eveloper Party (the "Purchaser")
Overall site of Jungle Island 1• ated at 1111 Parrot Jungle Trail, Miami,
Florida, having folio numbe . 01-3231-000-0014 and 01-3231-000-0016
(the "Overall Site" or "P +.e "). Purchaser's interest in the Overall
Site will be structured . ollows:
(i) A fee simple terest in an approximately 5.4-acre parcel (the
"Residential ' .rcel") within Overall Site. The Residential Parcel is
currently zed T6-12-0 and is depicted on Schedule 1.
(ii) A dew opment agreement with temporary access rights, in a form
acce able to the City Attorney, on an approximately 13.3-acre
p. el (the "Public Park Parcel") within the Overall Site. The Public
ark Parcel, which includes approximately 10.9 acres of uplands and
approximately 2.4 acres of submerged lands, is currently zoned CS
and is depicted on Schedule 1. Following completion of the Public
Park (defined below), the development agreement and applicable
access rights will be terminated and the Public Park will be turned
over to the City.
Proposed Develo ! ent (i) Purchaser will develop and construct the following on the
Residential Parcel (collectively, the "Residential Project"):
(a) A condominium development containing approximately 600
condominium units and related amenities (the
"Condominium Development");
(b) Up to 25,000 square feet of retail/commercial
1
SUBSTITUTED
space (the "Commercial Component"); and
(c) A parking garage with sufficient parking to accommodate t
Commercial Component, the Condominium Component, d
the Public Park to the extent parking for the Public P is
not provided on the Public Park Parcel (the "arkin
Component").
(ii) Purchaser or its Affiliate (defined below) (the "Par eveloer")
will develop and construct a world -class public par, ith a focus on
education of biodiversity and containing p. ive and active
recreational uses on the Public Park Parcel (the ` 'ublic Park").
Existing Lease The Existing Lease will be terminated, and b of no further force or
effect upon the Closing (defined below) und- the Purchase Contract.
Conditions to The effectiveness of the Purchase Co act will be contingent on the
Effectiveness of Purchase following (collectively, the "Con' Lions to Effectiveness"): (a)
Contract amendment to the City Charter, as a, .roved by referendum by the voters
of the City of Miami, waiving c. petitive bidding and authorizing the
purchase and sale of the Resi. tial Parcel and the termination of the
Existing Lease; and (b) ap oval of the purchase and sale of the
Residential Parcel and oth required project documents by four -fifths
vote of the City Commis ' en.
Effective Date of The effective date (t• "Effective Date") of the Purchase Contract will be
Purchase Contract the date that all o the Conditions to Effectiveness have been satisfied
and the Purcha and City have executed and delivered the Purchase
Contract. Th 'urchase Contract shall become effective on the Effective
Date.
2
Consideration
Contract Deposit
Inspections
SUBSTITUTED
The consideration to City for the Redevelopment and purchase price for
the Residential Parcel (the "Purchase Price") will equal or exceed the f
market value of the Residential Parcel, which the parties ee
include the following components:
(i)
Purchaser's development of the Public Park at no cost to e City
with an allowance of $37,000,000 to be funded by Pur aser for the
hard and soft costs of construction of the Public Park nd in the
event that the cost of the Public Park is less than s ' amount, the
amount of any savings shall be paid to the as cash
consideration (the "Park Allowance); and
(ii) An annual payment to the City in the am. 4 nt of $2,000,000 with
o annua esca ations= to support t et" y s ongoing maintenance
of the Public Park (the "Park Mainten. ce Fee"). Fifty percent
(50%) of the Park Maintenance Fee all be payable by the
condominium association for the ' rst Phase (defined below) of the
Condominium Development c. mencing upon the completion of
construction of the first Phas , and fifty percent (50%) of the Park
Maintenance Fee shall be p . able by the condominium associate for
the second Phase of the ondominium Development commencing
upon completion of co struction of the second Phase.
On or before the date at is ten (10) days following the Effective Date,
Purchaser shall ma - a conditionally refundable deposit in the amount of
$1,000,000 (the Contract Deposit") into a closing escrow with
an agreed escro 1 agent (the "Escrow Agent").
For a perioof thirty (30) days after the Effective Date (the "Inspection
Period") Purchaser, its employees, agents, consultants and
repress tatives, shall be entitled, at Purchaser's sole cost and expense, to
inve gate and evaluate the Property. Such right of investigation shall
in de the right to enter the Property, and perform any studies, tests or
spections of the Property as Purchaser may deem necessary or
appropriate, including without limitation assessments of soil and
subsurface conditions, archeological condition, utility services,
geotechnical reports, and environmental audits (including Phase I, Phase
II and any other audit recommended by Purchaser's environmental
consultant), title review, reports and commitments, and surveys of the
Property. City agrees to cooperate reasonably with any such
investigations, tests, samplings, analyses, inspections, studies or
meetings made by or at Purchaser's direction during the Inspection
Period and Purchaser shall provide City with copies of all such matters.
If the results of Purchaser's inspections reflect site conditions or title or
survey conditions that were not disclosed in writing to Purchaser prior to
the Effective Date ("Site Conditions"), then the following provisions
shall apply:
3
(i)
SUBSTITUTED
If such Site Conditions adversely affect in any material respect, in
Purchaser' s reasonable opinion, Purchaser' s ability to develop t
Residential Project or the Public Park on the Property or y
applicable portion thereof, then Purchaser shall have the right n its
sole discretion, to terminate Purchase Contract and its ob ations
thereunder as to the Property by giving written notice to C prior to
the end of the Inspection Period, which notice shal describe in
reasonable detail any site conditions that adversel affect in any
material respect Purchaser's ability to develop the roperty, and in
such event, the Purchase Contract shall terminate s of the date City
4
Title Defects
receives such notice of termination and the Escrow Agent shall
return the Contract Deposit to Purchaser. In such event, Purchase
shall provide to City copies of any reports, studies, tests, and o ' r
materials which Purchaser obtained in connection with its revi: - of
the Property. Purchaser shall be deemed to have waived its - ght to
terminate the Purchase Contract pursuant to this pre ision if
Purchaser does not notify City of such termination during the
Inspection Period;
(ii) Notwithstanding the foregoing, no matters ' sclosed in any
environmental report obtained by Purchaser • or to the Effective
Date ("Existing Environmental Reports") all be considered in
determining the amount of Unanticipate. evelopment Cost that
Purchaser will incur with respect to the dh elopment of the Property.
For purposes hereof, Purchaser shall b deemed to have knowledge
of matters disclosed in such Existin , nvironmental Reports; and
(iii) Purchaser shall i i emnify, defend and hold City
harmless from and against ar and all damages, mechanics' liens,
liabilities and losses to the tent caused by Purchaser's entry onto
the Property or any ins' -ctions performed by Purchaser thereon
during the Inspection P riod, but expressly excluding any damages,
liabilities or losses aing out of latent defects, the displacement or
disturbance of ha dous materials not placed on the Property by
Purchaser or t' - discovery of pre-existing conditions. While
performing an inspections on the Property, Purchaser shall maintain
insurance c► erage in accordance with the Purchase Contract. If
Purchaser terminates the Purchase Contract, Purchaser shall
prompt ; repair any damage caused by Purchaser's inspections and
resto the Property to its pre -inspection condition, provided that
Pu aser shall have no obligation to repair or restore any latent or
-existing condition or any hazardous materials not placed on the
roperty by Purchaser. The indemnity described in this paragraph
shall survive any termination or expiration of the Purchase Contract.
Without limiting Purchaser's right to perform investigations during the
Inspection Period, City acknowledges that Purchaser has obtained an
initial title report for the Property which shows certain defects to title,
including those matters listed on Schedule 2 (the "Existing Title
Defects"). City agrees to reasonably cooperate with Purchaser to cause
such Existing Title Defects to be released, removed, or otherwise cured
to Purchaser's satisfaction prior to Closing. If any such Existing Title
Defects cannot be cured prior to Closing and such Existing Title Defects
materially and adversely affect, in Purchaser's reasonable opinion,
Purchaser's ability to develop the Residential Project or the Public Park
on the Property or any applicable portion thereof, Purchaser shall have
5
Title Ins ance
SUBSTITUTED
the right in such event to either (a) to accept title subject to such Existing
Title Defects, (b) to terminate the Purchase Contract, in which case the
Escrow Agent shall return the Contract Deposit to Purchaser, or (c)
provide written notice of same to City, in which event City shall hav up
to an additional sixty (60) days to continue to pursue the cure of s. e (or
such additional time period mutually agreed to in writing by Purchaser
and City). ln the event of termination, both Purchaser and C shall be
released of all obligations under the Purchase Contract (sa and except
for any obligations or terms that expressly survive the to 'nation of the
Purchase Contract).
Notwithstanding the foregoing, if following the
prior to Closing, any new title conditions arise,
on any title reports or commitments obtained
to the Residential Parcel or Public Park Par
the Inspection Period, which were (i) not
arisen after the effective date of any suc
(iii) adversely affect in any material
opinion, Purchaser' s ability to
Public Park on the Property or
shall have the right in such
such additional exceptions,
which case the Escrow
Purchaser, or (c) to pr
event City shall hav
additional time per
City). ln the ev; t
released of all
for any obli
Purchase
cooperat
remov
City
spection Period and
ch were not identified
y Purchaser with respect
1 prior to the expiration of
aused by Purchaser, (ii) have
reports or commitments, and
espect, in Purchaser's reasonable
de -lop the Residential Project or the
applicable portion thereof, Purchaser
ev nt to either (a) to accept title subject to
) to terminate the Purchase Contract, in
gent shall return the Contract Deposit to
ide written notice of same to City, in which
up to sixty (60) days to cure same (or any
d mutually agreed to in writing by Purchaser and
of termination, both Purchaser and City shall be
ligations under the Purchase Contract (save and except
ions or terms that expressly survive the termination of the
ntract). Notwithstanding City' s agreement to reasonably
with Purchaser to cause Existing Title Defects to be released,
, or otherwise cured to Purchaser's satisfaction prior to Closing,
all not be obligated to engage in or initiate legal proceedings in
erance thereof.
Moreover, Purchaser's proposed modifications and/or release of the Title
Defects to be submitted for City Commission approval shall comply
with all applicable laws and regulations. Purchaser agrees that nothing
herein guarantees any particular outcome before the City Commission
and the approval of this Term Sheet is not intended to imply or require
any specific outcome before the City Commission relative to the Title
Defects.
Purchaser may, at its sole cost and expense, obtain a marketable title
insurance commitment covering the Residential Parcel, to be followed by
an owner's marketable title insurance policy (ALTA Form "B" with
Condition of Property
Conditions to Closing
Closing Date
Closing
SUBSTITUTED
Florida revisions) from a title insurance company licensed by the State of
Florida ("Title Company") in the amount of the Purchase Price, an
naming Purchaser as the insured. The cost and expense of the t e
insurance shall be borne and paid for by Purchaser.
At Closing, Purchaser shall accept the Residential Parcel i AS IS,
WHERE IS CONDITION." City shall make no w. unties or
representations whatever as to the condition of the Reside ' ial Parcel or
any improvements located thereon, or the fitness of -ither for any
particular use or purpose. Notwithstanding the forego g, at Closing, the
Residential Parcel shall be free and clear of all occu- .ncies and rights to
occupy, including pursuant to the Existing Leas: This provision shall
survive the termination of the Purchase Contra ► and the Closing of the
Purchase Contract.
The closing of the Purchase Contract sh, be subject to the satisfaction
of the following conditions (collectiv- , the "Closing Conditions"): (i)
approval of the purchase and sal of a fee simple interest in the
Residential Parcel, together with ► • er applicable project parameters by
the Florida Board of the Trustee• of the Internal Improvement Trust Fund
through a modification of e existing deed restrictions, including
termination of the existin • reverter as to the Residential Parcel, and
release of the existing .11, gas and mineral reservations as to the
Residential Parcel; (ii) e release, removal, or otherwise curing of the
Existing Title Defec . to Purchaser's satisfaction; and (iii) Purchaser's
receipt of unconional and non -appealable zoning and site plan
approvals for the ' esidential Project and Public Park, and the approval
of a re -plat an• or covenant in lieu of unity of title, to the extent required
by applicar e subdivision requirements to authorize the separate
ownershi p and development of the Residential Parcel from the Park
Parcel i ' accordance with the site plan, with all applicable appeal periods
relati r : to the all of foregoing expired without the filing of any appeals
any appeals are filed, with the resolution of all such appeals in a
nner acceptable to Purchaser).
The closing of the purchase and sale of the Residential Parcel (the
"Closing") shall occur sixty (60) days following the satisfaction of the
Closing Conditions. The date, time and place of Closing (the "Closing
Date") shall be agreed to by Purchaser and City. If the Closing has not
occurred by February 28, 2026, Purchaser may terminate the Purchase
Contract.
uirements At Closing, City will deliver to Purchaser (i) a special warranty deed
conveying the Residential Parcel and any improvements thereon in their
"AS IS, WHERE IS CONDITION," with any and all faults, and without
warranties or representations, in the form to be attached to the Purchase
Closing Costs
Impositions
Deed
SUBSTITUTED
Contract (the "Deed"), to be fully executed by City; (ii) a declaration of
restrictions for the Residential Project in the form to be attached to the
Purchase Contract (the "Declaration"), to be fully executed by City and
Purchaser; (iii) the Park Construction Agreement for the Public Park
Parcel in the form attached to the Purchase Contract, to be fully
executed by City and Park Developer; and (iv) a termination of t
Existing Lease and a memorandum of termination of the Existi: Lease
(the "Memorandum of Termination"), each in the form to be tached to
the Purchase Contract, to be fully executed by City and C ent Tenant.
The Deed shall be recorded immediately following re . dation of the
Memorandum of Termination. The Declaration a any recordable
instruments required in connection th the Park
Construction Agreement shall be recorded imm, i iately following
recordation of the Deed, with all such doc ents to be recorded by
City at the expense of Purchaser.
At Closing, Purchaser shall repay the : isting loans totaling
approximately $32,000,000 due to C and Miami -Dade County and
Ygrene C-Pace loan of approxim ely $1,200,000 pursuant to the
Existing Lease. For the avoidanc-. •f doubt, such amount is inclusive of
the approximately $17,700,001 repayment to the City described in
the Community Benefits.
City and Purchaser ac ledge and agree that Purchaser shall be
responsible for all clos g costs associated with the Redevelopment and
the transaction conte ' plated under the Purchase Contract, including but
not limited to •praisalcosts, inspection costs, survey costs,
documentary s p tax on the Deed, surtaxes on the Deed, recording
fees for all d• uments to be recorded, abstract or title insurance fees,
Purchaser's ttorneys' fees and real estate brokerage fees, and all
payments equired under the Purchase Contract and Purchaser shall
deposit . ch amounts in the closing escrow with Escrow Agent on or
befor the Closing Date, and shall pay any costs charged by such Escrow
A • , t. Purchaser agrees that it shall be responsible for all costs of
pliance with the terms of the Deed and the Park
onstruction Agreement. The obligation to pay the costs and expenses
set forth in this paragraph shall survive the termination or Closing of the
Purchase Contract.
Purchaser shall be responsible for payment of all impositions (real estate
taxes, personal property taxes, assessments) on the Residential Parcel
arising from and after the Closing Date. Purchaser shall not be
responsible for the payment of impositions on the Public Park Parcel.
trictions City and Purchaser acknowledge and agree that the Deed will restrict the
use and development of the Residential Parcel to the Residential Project
8
I SUBSTITUTED
Declaration
described above. The Deed will further require that the Parking
Component will provide the minimum number of parking spac
required by City Code to serve the Residential Project and the Pu is
Park to the extent parking for the Public Park is not provided e the
Public Park Parcel. In the event the Parking Component se r es the
Public Park, City and Purchaser shall enter into a parking treement
governing the operation of the Parking Component and se of the
Parking Component by users of the Public Park.
In addition to the restrictions set forth in the Deed, ty and Purchaser
acknowledge and agree that the development of t Residential Project
will be subject to the following terms and condi ' •ns, which will be set
forth in the Declaration:
Purchaser intends to develop the Residen ' Project in two (2) separate
phases (each, a "Phase"). The first P . se of the Residential Project
("Phase 1") will contain a condo inium tower, the Commercial
Component, and any required p.. ing. The second Phase of the
Residential Project ("Phase 2") • ill contain a second condominium
tower and any required parkin. Phase 1 and Phase 2 will be separately
owned and developed by Af ates of Purchaser, and any obligations set
forth in this Term Sheet .pplicable to a single Phase (or otherwise
designated in the Purch. Contract or an associated Project agreement
as part of a single Pha shall be assigned to the Affiliate responsible for
such Phase.
Purchaser will .e commercially reasonable efforts to (i) substantially
complete con- ction of Phase 1 within six (6) years after Closing (the
"Phase 1 D - 4 dline"), subject to force majeure, delays caused by City in
its prop r -ty capacity and the rights of lenders set forth in the
Declaron; and (ii) substantially complete construction of Phase 2
with' nine (9) years after Closing (the "Phase 2 Deadline"), subject to
fo majeure, delays caused by City in its propriety capacity and the
hts of lenders set forth in the Declaration.
If Purchaser fails to substantially complete construction of Phase 1 by the
Phase 1 Deadline, subject to force majeure, delays caused by City in its
propriety capacity and the rights of lenders set forth in the Declaration,
Purchaser will pay to City, as liquidated damages , an amount equal to
two percent (2%) of the Park Maintenance Fee per month for the first
twelve (12) months that such failure exists. For each month thereafter,
until Purchaser actually substantially completes construction of Phase 1,
Purchaser will pay to City, as liquidated damages , an amount equal to
four percent (4%) of the Park Maintenance Fee per month.
9
Park Construction
SUBSTITUTED
If Purchaser fails to substantially complete construction of Phase 2 by the
Phase 2 Deadline, subject to force majeure, delays caused by City in
propriety capacity and the rights of lenders set forth in the Declara ' •n,
Purchaser will pay to City, as liquidated damages , an amount es 4 al to
two percent (2%) of the Park Maintenance Fee per month for e first
twelve (12) months that such failure exists. For each month ereafter,
until Purchaser actually substantially completes constructio► of Phase 2,
Purchaser will pay to City, as liquidated damages , an aount equal to
four percent (4%) of the Park Maintenance Fee per mo
In the event that Purchaser fails to pay any of the iquidated damages
required by the Declaration for any Phase, t' City may obtain a
judgment and record a certified copy thereof s the Public Records of
Miami -Dade County, Florida, which would onstitute a lien against the
applicable Phase of the Residential Parcel
The Declaration shall be terminated
and payment of all liquidated dama
the Declaration shall be terminat
and payment of all liquidated d
The following terms and c
to Phase 1 upon TCO of Phase 1
s attributable to Phase 1, if any, and
as to Phase 2 upon TCO of Phase 2
ages attributable to Phase 2, if any.
ditions shall apply to the development of the
Agreement Public Park pursuant to the Park Construction Agreement}:
(i) An initial conc •tual plan for development of the Public Park
("Initial Con ptual Plan") is attached as Schedule 3. Prior to
execution • ' the Purchase Contract, the Initial Conceptual Plan shall
be revise as agreed by the Parties to incorporate feedback from City
(inclu• g, without limitation, the City Parks and Recreation
Depwent), and upon execution of the Purchase Contract, the
re sed conceptual plan, in the form attached to the Purchase
ontract (the "Final Conceptual Plan"), shall be deemed approved
y City, in its proprietary capacity only, and Park Developer. The
Final Conceptual Plan shall be materially consistent with the
City's Parks Master Plan. Park Developer will use
commercially reasonable efforts to develop the Public Park in
accordance with the milestone dates set forth below, subject only to
force majeure, delays caused by City in its propriety capacity and
the rights of lenders set forth in the Park
Construction Agreement. The Public Park shall include any
public parking required by applicable law for the Public
10
SUBSTITUTED
Park, and such parking may be provided either on the Public Park
Parcel or on the Residential Parcel (and if on the Residential Parcel,
parking for the Public Park may be provided at a temporary locatio
on the Overall Site prior to completion of the Phase 1 parkin
structure). Park Developer is entitled to revise the Final Conce ► al
Plan as required to address regulatory requireme► or
ensure that the development cost does not exceed the Park
Allowance, or otherwise subject to City's approval, not be
unreasonably withheld, conditioned, or delayed; provi' -d, however,
that the revised Final Conceptual Plan must, a a minimum,
provide the Minimum Park Parameters. City s 1 be entitled to
review construction drawings, but only (in its p •prietary capacity
as owner) for purposes of confirming the s e conform with the
Minimum Park Parameters and then c ent Final Conceptual
Plan, compliance with e terms of the Park
Construction Agreement, d compliance with
applicable laws. City will coo p ate with Park Developer's
development by signing easement • ithin the easement footprint (to
the extent necessary to develop e Public Park Parcel in accordance
with the approved Final Colic- . •tual Plan), permit applications, etc.,
within reasonable limitatio • . and subject to all applicable laws.
(ii) Park Developer will us commercially reasonable efforts to obtain
approvals from all ..plicable governmental authorities that are
required for the co mencement of development and construction of
the Public Park d shall commence construction of the Public Park
within twenty our (24) months after Closing, subject to force
majeure, d- .ys caused by City in its propriety capacity and the
rights of nders set forth in the Park Construction Agreement.
If Park Developer fails to timely commence
cons • • tion of the Public Park, Park Developer will pay to City, as
li dated damages ,
0,000 per month for the first twelve (12) months that such failure
exists, and $15,000 per month for each month thereafter, until Park
Developer actually commences construction of the Public Park. Park
Developer will use commercially reasonable efforts to substantially
complete construction of the Public Park within twenty four (24)
months after commencement of construction, subject to force
majeure, delays caused by City in its propriety capacity and the
rights of lenders set forth in the Park Construction Agreement. If
Park Developer fails to timely substantially complete construction of
the Public Park, Park Developer will pay to City, as liquidated
damages ,
$10,000 per month for the first twelve (12) months that such failure
exists, and $15,000 per month for each month thereafter, until Park
Developer actually substantially completes construction of the
11
SUBSTITUTED
Public Park. In the event that Park Developer fails to pay the
liquidated damages required by the Park Construction Agreement,
the City may obtain a judgment and record a certified copy thereof i
the Public Records of Miami -Dade County, Florida, which w• . d
constitute a lien against the Residential Parcel.
(iii) City, in its capacity as sovereign, shall not b- •bligated
to grant Park Developer any approvals of applications .r building,
zoning, planning or development under present or f re laws and
ordinances. Recognizing the public and private be its afforded by
the Public Park, City agrees to use reasonable, diligent efforts to
facilitate the approval and permitting process ough City in order
to expedite the development of the Public Pa as soon as reasonably
practicable in an effort to assist Park D; ieloper in achieving its
development and construction milesto for the Public Park. In
furtherance thereof, City has or 1 designate a designated
representative to serve as City's p•' t of contact and liaison with
Park Developer in order to coord ate and facilitate the submission
of applications, authorizations, ► rmit documents and the like across
all of the various departmen , and offices of City which have the
authority, right or respons .ility to review and approve same on
behalf of City.
(iv)Prior to commence nt of construction on the Public Park Parcel,
Park Developer s , 1 provide to City a payment and performance
bond, in a for ' approved by City in its reasonable discretion,
guaranteeing e payment of its general contractor or the major
subcontract • s and performance of such work in accordance with the
requirem- s of Section 255.05, Florida Statutes.
(v) City -serves the right to approve or deny, in its reasonable
dis► etion (including review by the office of the City of Attorney),
covenants, easements, or similar agreements (including, without
imitation, construction access agreements) which encumber the fee
interest of City that are reasonably required for Park Developer's
development of the Public Park, including the reasonable
requirements of any lender.
(vi)Prior to substantial completion of the Public Park, Park Developer
shall not assign the Park Construction Agreement in its entirety,
or any portion thereof, or the obligation of Park Developer to
develop the Public Park or any portion thereof pursuant to the Park
Construction Agreement, to any party that is not an Affiliate without
City Manager's consent, which shall not be unreasonably withheld,
conditioned or delayed. Notwithstanding the foregoing, prior to
substantial completion of the Public Park and
12
SUBSTITUTED
provided no event of default then exists under the Park
Construction Agreement, Park Developer may freely assign the
Park Construction Agreement to an Affiliate upon notice to
City and without consent of City. No transferee of P k
Developer's interest in the Park Constructi
Agreement shall be a prohibited person. Upon an assignmen
assignor shall be released from any liability (except for su
liability incurred by Park Developer prior to such date
liabilities are expressly assigned to, and accepted by,
provided that, in the case of a transfer to an un-
prior to substantial completion of the Public P
has consented to (or, if required by law, City
approved) such transfer. Notwithstanding
ParkDeveloper may assi
Construction Agreement to an Affiliate
equal financial capability at any time
with advance notice and evidenc
"Affiliate" means an entity that is
control with, Purchaser, and t
owned, directly or indirectl
principals (for the avoidan
principals own, directly
interests in such enti ,
shall be limited pa
Park Constructio
ability to transf
Purchaser co
owner is a
ess such
e assignee),
filiated party
City Manager
mmission has
e foregoing,
the Park
Purchaser of greater or
ithout City's consent, but
of compliance herewith.
ontrolled by, or under common
t is at least ten percent (10%)
by Purchaser or Purchaser's
of doubt, if Purchaser or Purchaser's
indirectly, less than 50% of the equity
then the majority owner(s) of such entity
ers or the equivalent thereof). Moreover, the
Agreement shall not restrict Purchaser' s
the ownership interests of Purchaser, so long as
nues to meet the definition of "Affiliate," and no
ohibited party.
(vii) Folling completion of the Public Park, the Park
Con ction Agreement will be terminated and be of no further
fo e or effect.
) For the avoidance of doubt, City will maintain its ownership
interest in the Public Park Parcel at all times during the term of the
Park Construction Agreement. Following
completion of the Public Park, City will operate and maintain the
Public Park.
Alternative Co eyance Notwithstanding anything herein to the contrary, to the extent required
by the Board of Trustees of the Internal Improvement Trust Fund as a
condition of its approval of the development contemplated by this Term
Sheet, the structure of the contemplated conveyance shall be revised to
replace the fee -simple sale of the Residential Parcel with the following
agreements, each in form approved by the City Attorney: (a) a 99-year
13
Community Benefits
I SUBSTITUTED
ground lease of the Residential Parcel to Purchaser, as ground tenant,
renewable at the option of the ground tenant for an additional 99-year
term, (b) a purchase and sale agreement governing the sale to Purchas
of an air parcel located above the Residential Parcel with an area d
location suitable for the development and ownership o the
Condominium Development, and (c) appropriate easement ag ments
recorded against the City' s interest in the Residential Parcel _overning
access, operation, shared infrastructure, and other matters ated to the
vertical subdivision of the Residential Parcel and long-t ownership
and operation of the Residential Project.
In addition to the payments set forth above as .nsideration, Purchaser
shall provide the following community bene s, which will be further
defined and set forth in the Purchase Coract or associated Project
agreement to be approved by the City Co ' mission:
(i) Affordable Housing and Public : enefits Contribution. Purchaser
shall pay $15,000,000 to the , for the City to spend on
affordable housing initiativ- and other public benefits at the
City's sole discretion, pay.. e as follows: (A) $2,000,000 within
thirty days after issuanc: of the master building permit for the
first Phase; (B)
$6,500,000 within rty days after TCO of the first Phase; and (C)
$6,500,000 withi ' thirty days after TCO of the second Phase.
(ii) CDBG Loan ' ayment. At Closing, Purchaser shall pay to the City
approxima y $17,700,000 in satisfaction of all debt issued by
the City ' connection with the Section 108 loan from the
U.S. P partment of Housing and Urban Development for original
the s park to benefit persons of low or moderate income.
ity Marine Facilities. An allowance of $700,000 for the
construction of City -owned public harbor master facilities.
"City Marine Facilities" shall mean (a) office space with a reception
area=for use by the City in connection with the City's
management of the City' s Watson Island mooring field and (b)
restroom facilities with showers and other common areas (including
a laundry) for use by users of the mooring field. The City
Marine Facilities shall not exceed 750 square feet of gross floor
area and shall be incorporated into the Public Park or at another
location mutually agreed by the Parties. In the event that the cost to
construct the City Marine Facilities exceeds the amount of the
allowance, the City shall have the option
14
1
1
to either (a) fund such excess amount or (b) reduce the scope of the
City Marine Facilities such that they can be constructed for
less than the amount of the allowance.
(iv) Ichimura Miami -Japan Garden / Other Public Improvements An
allowance of $700,000 for the construction of restrooms fo se
by visitors of the Ichimura Miami -Japan Garden and an other
enhancements to the Ichimura Miami -Japan Garden or o er public
improvements agreed upon by the Parties and incorp• ated into
either the Residential Project or the Public Park, or . an agreed off -
site location. In the event that the cost to constru the public
facilities exceeds the amount of the allowance, e City shall have
the option to either (a) fund such excess amo . t or (b) reduce the
scope of the additional public facilities .uch that they can be
constructed for less than the amount of t. allowance.
(v) Master Planning of Watson Island. rchaser will participate in and
fund the master planning of W. on Island up to the maximum
amount of $500,000, which s 1 include the Public Park Parcel,
additional public park/viewin area and pedestrian paths connecting
public space on Watson Isl. d; and
(vi) Participation of Retu r. ng Citizens in the Project. Purchaser will
coordinate with exis g not -for -profits (including, but not limited
to, an initial ou ' each to Transitions, Inc. Circle of
Brotherhood, In'., Camilus House, and Hermanos de la Calle) or
staffing agenc s to develop and implement a staffing plan for the
employmen of returning citizens (i.e., formerly incarcerated
individua . as part of the construction workforce for the Project.
(vii) Co unity Participation in the Construction of the Project.
Pu aser shall develop a community outreach and subcontracting
n, subject to approval by the City Manager, to subcontract a
inimum of five percent of the construction work in connection
with the Project to small, disadvantaged subcontractors located in
the City of Miami, as evidenced by a certification by Miami -Dade
County as a Small Business Enterprises (SBE) or a comparable
certification.
Notwithstanding anything herein to the contrary: (A) any of the
15
I SUBSTITUTED
community benefits identified in subsections (iii) and (iv), above, may,
upon agreement of the Parties, be replaced in the final Purchase Contract
with other community benefits of equal value, and (B) in the event th.
the City, acting in its regulatory capacity in connection with e
necessary zoning approvals for the Project, requires any additio r . or
conflicting community benefits as a condition of such approv s, the
foregoing community benefits shall be modified to confori - to such
approvals and to ensure that the total value of commu ' benefits
provided is neither increased nor decreased.
16
Schedule 1
Inland SAP
17
Schedule 3
Existing Title Defects
1. Oil, gas and mineral reservations, deed restrictions and reverter set forth in that cert, n Deed
from The Trustees of the Internal Improvement Fund to the City of Miami, filed Ap ►' 11, 1949
in Deed Book 3130, Page 257 and under Clerk's File No. Y-29610, as modifi- i by Partial
Modification of Restrictions dated August 18, 1997, filed April 13, 2000, in •. ' icial Records
Book 19072, Page 4830.
2. Terms and provisions contained in that certain Development Agreemen : etween the City of
Miami, Florida and ESJ JI Leasehold, LLC Regarding Development of e Jungle Island Project,
recorded June 24, 2021 in Official Records Book 32580, Page 2983.
3. Terms, provisions and restrictions contained in that certain Uni of Title recorded October 24,
2022, in Official Records Book 33435, Page 4093.
18
SUBSTITUTED
Schedule 3
Initial Conceptual Plan for Public Park
New Publir Park
Draft Come' ,4Ual Design
;resign iv lett go change!
19
I SUBSTITUTED
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Florida Habitats
20
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far walm a-,- '.•hodod woods tr Iroi w4h lerrpnq
furry ono tumor/4Aroma lnsizakn;rn
PUWIc Park Zones
I SUBSTITUTED
21
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