HomeMy WebLinkAboutExhibit BFIRST AMENDMENT TO RETAIL COMPONENT GROUND LEASE
This FIRST AMENDMENT TO RETAIL COMPONENT GROUND LEASE, dated as of
, 2025 (the "Amendment"), between CITY OF MIAMI, FLORIDA, a municipal
corporation of the State of Florida (the "Landlord" or "City"), and IG RETAIL LLC, a Delaware
limited liability company (the "Tenant", and together with Landlord, collectively, the "Parties",
and each, individually, a "Party").
RECITALS
A. Landlord and Flagstone Island Gardens, LLC, a Delaware limited liability company
("Flagstone") entered into that certain Retail Component Ground Lease, dated as of April 13, 2020
(as amended, supplemented or otherwise modified from time to time, the "Lease"), which included
that certain rider of supplemental terms attached a made part of the Lease ("Rider 1"). Capitalized
terms used and not defined in this Amendment have the respective meanings assigned to them in
the Lease.
B. Flagstone assigned the tenant's interest in the Lease to Island Gardens Retail
Experience, LLC, a Delaware limited liability company ("Flagstone Tenant"), pursuant to that
certain Assignment and Assumption of Ground Lease (Retail), dated as of April 13, 2020, and
Flagstone Tenant further assigned the tenant's interest in the Lease to Tenant pursuant to that
certain Assignment and Assumption of Retail Ground Lease, dated as of April 12, 2023.
C. This Amendment was negotiated pursuant to the authority expressly conferred by
the City of Miami Charter, as amended on [ ], pursuant to a majority vote of the City
of Miami voters authorizing the City to extend the term of the Lease to a total of 99 years, inclusive
of extension options, from the date of this Amendment.
D. The Parties hereto desire to amend the Lease on the terms and subject to the
conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:
1. Term. Notwithstanding anything to the contrary in the Lease, the definition of
"Scheduled Expiration Date" is changed from the 45th anniversary of the Commencement Date to
the date that is sixty-nine (69) years from the date hereof, subject to: (a) Tenant's exercise of any
Extension Option(s); and (b) any tolling as this Lease or the Master Development Agreement
provides.
2. Notices. Section 35.1 of Rider 1 is hereby amended to replace the addresses of the
Tenant as follows:
If to Tenant, at:
c/o BH3 IG Developer LLC
819 NE 2nd Ave, Suite 500
Fort Lauderdale, Florida 33304
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with a copy to:
Attn: Greg Freedman & Josh Babbitt
Email: greg@bh311c.com & josh@bh311c.com
Greenberg Traurig, P.A.
333 SE 2nd Ave, Suite 4400
Miami, Florida 33131
Attn: Steve Bassin, Esq.
Email: bassins@gtlaw.com
3. Modification of Existing Terms and Definitions.
(a) "Construction Manager" as referenced in Rider 1 is hereby changed to IG
Development Manager LLC, a Delaware limited liability company.
(b) The following is hereby added to the end of the definition of Referendum:
", as amended or modified by any subsequent referendum of the City of Miami and/or
applicable Laws".
(c) Exhibit A to the Lease (Legal Description) is hereby replaced with
Exhibit A attached hereto.
4. Miscellaneous.
(a) Ratification. Except as expressly provided in this Amendment, all of the
terms and provisions of the Lease are and will remain in full force and effect and are hereby
ratified and confirmed by the Parties. On and after the date hereof, each reference in the
Lease to "this Lease", "the Lease", "hereunder", "hereof", "herein", or words of like
import, and each reference to the Lease, will mean and be a reference to the Lease as
amended by this Amendment.
(b) Successors and Assigns. This Amendment shall inure to the benefit of and
be binding upon each of the Parties and each of their respective successors and assigns.
(c) Captions. The captions and headings contained in this Amendment are for
convenience of reference only and shall not be construed as limiting or defining in any way
the provisions of this Amendment.
(d) Counterparts. This Amendment may be executed in counterparts, each of
which is deemed an original, but all of which constitutes one and the same agreement.
Delivery of an executed counterpart of this Amendment electronically shall be effective as
delivery of an original executed counterpart of this Amendment.
(e) Entire Agreement. The Lease as amended by this Amendment constitute the
sole and entire agreement between the Parties with respect to the subject matter contained
herein, and supersedes all prior and contemporaneous understandings, agreements,
representations and warranties, both written and oral, with respect to such subject matter.
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[SIGNATURE PAGE FOLLOWS.]
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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first
written above.
LANDLORD:
Signed, sealed and delivered in the presence CITY OF MIAMI, a municipal corporation of
of: the State of Florida
Name:
Name:
ATTEST:
APPROVED AS TO INSURANCE
REQUIREMENTS:
By
Name:
Title:
APPROVED AS TO FORM AND
CORRECTNESS:
TENANT:
Signed, sealed and delivered in the presence and IG RETAIL LLC, a Delaware limited
of: liability company
Name:
Name:
By
Name:
Title:
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EXHIBIT A
Legal Description
All that certain (or those certain) parcel(s), plot(s) or piece(s) of real property, including
improvements and fixtures, more particularly described as follows:
That portion of Tracts "A" "B" and "C", WATSON ISLAND SOUTHWEST, according to the Plat
thereof, as recorded in Plat Book 166 at Page 11, of the Public Records of Miami -Dade County,
Florida, lying at or below elevation +20.00 feet, relative to the National Geodetic Vertical Datum
1929.1
LESS AND EXCEPT THE FOLLOWING TWO HOTEL PARCELS:
Hotel Parcel North:
A portion of Tract "A", WATSON ISLAND SOUTHWEST, according to the Plat thereof, as
recorded in Plat Book 166 at Page 11, of the Public Records of Miami -Dade County, Florida,
particularly described as follows:
Commence at the Northwest comer of said Tract "A"; thence N86°39'49"E along the Northerly
line of said Tract "A" for 25. 75 feet to the Point of Beginning; thence continue N86°39'49"E along
the Northerly line of said Tract "A" for 35.70 feet to a point on a circular curve; said point bearing
S39°29'13"W from the radius point of a circular curve to the left being concave Northeasterly and
having a radius of 160.00 feet and a central angle of22°09'28"; thence Southeasterly along the arc
of said circular curve to the left, also being along the Northerly line of said Tract "A", for an arc
distance of 61.88 feet; thence S72°40'15"E along said Northerly line of Tract "A" for 276.49 feet
to a point of curvature; thence Southeasterly along a curve to the right also being the Northerly
line of Tract "A", said curve having a radius of 600.00 feet and a central angle of 10°44'22" for
and arc distance of 112.46 feet; thence S 17° 12'21 "E for 108.44 feet; thence N77°41 '08"W for
450.00 feet; thence N17° 12'21 "W along a line 25.00 feet Northeast of and parallel to the Westerly
line of said Tract "A" for 168.00 feet to the Point of Beginning.
Hotel Parcel South:
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 11, 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
' This legal description delineates the initial horizontal and vertical boundaries of this Component. It
will be modified in the future to reflect Boundary Adjustments based on adjusted demarcation of horizontal and
vertical planes and other boundaries between this Component and the Retail Component, which will be stacked
directly above it.
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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.
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FIRST AMENDMENT TO MASTER DEVELOPMENT AGREEMENT
This FIRST AMENDMENT TO MASTER DEVELOPMENT AGREEMENT, dated as of
, 2025 (the "Amendment"), between the CITY OF MIAMI, FLORIDA, a
municipal corporation of the State of Florida (the "City"), and BH3 IG DEVELOPER LLC, a
Delaware limited liability company ("Developer", and together with the City, collectively, the
"Parties", and each, individually, a "Party").
RECITALS
A. The City and Flagstone Island Gardens, LLC, a Delaware limited liability company
("Flagstone") entered into that certain Master Development Agreement, dated April 13, 2020 (as
amended, supplemented or otherwise modified from time to time, the "MDA"). Capitalized terms
used and not defined in this Amendment have the respective meanings assigned to them in the
MDA.
B. Attached to the MDA (i) as Exhibit 3 is the form of Generic Ground Lease Terms
(Rider 1) (the "Form Rider 1"), (ii) as Exhibit 4 is the form of Luxury Hotel Lease (the "Form
Luxury Hotel Lease"), (iii) as Exhibit 5 is the form of Lifestyle Hotel Lease (the "Form Lifestyle
Hotel Lease"), and (iv) as Exhibit 6 is the form of Residences Lease (the "Form Residences
Lease", and together with the Form Luxury Hotel Lease and Form Lifestyle Hotel Lease,
collectively, the "Form Base Leases", and together with the Form Rider 1, collectively the "Form
Leases")
C. Flagstone assigned Developer its interest in the MDA pursuant to that certain MDA
Assignment of Rights, dated April 12, 2023.
D. This Amendment was negotiated pursuant to the authority expressly conferred by
the Charter of the City of Miami, as amended, pursuant to a majority vote of the City of Miami
voters authorizing the City to (a) extend the terms of the Form Leases to a total of 99 years,
inclusive of extension options, from the date of this Amendment, (b) convey the City' s position
in the Luxury Hotel Lease and the Residences Lease to Developer, (c) amend the Form Leases to
permit a condominium form of ownership, and (d) amend the MDA, the Project Declaration, and
any Form Leases as required to permit office uses.
E. The Parties hereto desire to amend the MDA on the terms and subject to the
conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:
1. Tenants. The City acknowledges and agrees that references to Tenant under each
Ground Lease shall be as follows: (i) for the Parking Component, the Tenant is IG Parking LLC,
a Delaware limited liability company; (ii) for the Retail Component, the Tenant is IG Retail LLC,
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a Delaware limited liability company; (iii) for the Residences Component, the Tenant is IG
Residences LLC, a Delaware limited liability company; (iv) for the Luxury Hotel Component, the
Tenant is IG Luxury LLC, a Delaware limited liability company; (v) for the Lifestyle Hotel
Component, the Tenant is IG Lifestyle LLC, a Delaware limited liability company.
2. All Form Leases. At or immediately prior to the execution of any of the Form
Leases, the following provisions, terms or definitions shall be modified as follows:
(a) Initial Term. The "Initial Term" of each Form Lease shall be changed from
forty-five (45) years from the Commencement Date to sixty-nine (69) years from the
Commencement Date.
(b) Referendum. The following shall be added to the end of the definition of
"Referendum": ", as amended or modified by any subsequent referendum of the City of
Miami and/or applicable Laws".
(c) Construction Manager. "Construction Manager" as referenced in each Form
Lease shall be changed to reference IG Development Manager LLC, a Delaware limited
liability company.
(d) Definition of Gross Revenues for Residences. In Section II of Exhibit B,
related to the definition of "Gross Revenues" for the Residences, "Approved Time Share
Licenses" is replaced with "Condominium Units".
3. Luxury Hotel Lease and Lifestyle Hotel Lease. The leasehold condominium
provisions set forth on Exhibit A attached hereto shall be added to the Form Luxury Hotel Lease
and the Form Lifestyle Hotel Lease, with the "Added and Modified Definitions" to be added and
modified in Section 1.2 and throughout the body, as applicable, and the "Added Section" added
immediately following the existing Section 7.3 of the Form Luxury Hotel Lease and the Form
Lifestyle Hotel Lease as a new Section 8.
4. Residences Lease. The following provisions shall be modified in the Form
Residences Lease as follows:
(a) Definition of Resident Licensee. The term "Resident Licensee" used in
Section 1.2 of the Form Residences Lease shall be deleted in its entirety, and the use of
such term shall be replaced with "Unit Owner" in all instances throughout the Form
Residences Lease.
(b) Resident SNDAs. Section 6 and Exhibit E shall be deleted in their entirety.
(c) Leasehold Condominium Provisions. The leasehold condominium
provisions set forth on Exhibit A attached hereto shall be added to the Form Residences
Lease, with the "Added and Modified Definitions" to be added and modified in Section 1.2
and throughout the body, as applicable, and the "Added Section" added immediately
following the existing Section 8.2 of the Form Residences Lease as a new Section 9.
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5. Notices. Exhibit 11 of the MDA and Section 35.1 of Rider 1 (and any references to
Developer and/or Tenant's address in the MDA or Form Base Leases) are hereby (or shall be)
amended to replace the addresses of the Tenant as follows:
If to Tenant, at:
with a copy to:
6. Miscellaneous.
BH3 IG Developer LLC
819 NE 2nd Ave, Suite 500
Fort Lauderdale, Florida 33304
Attn: Greg Freedman & Josh Babbitt
Email: greg@bh311c.com & josh@bh311c.com
Greenberg Traurig, P.A.
333 SE 2nd Ave, Suite 4400
Miami, Florida 33131
Attn: Steve Bassin, Esq.
Email: bassins@gtlaw.com
(a) Ratification. Except as expressly provided in this Amendment, all of the
terms and provisions of the MDA are and will remain in full force and effect and are hereby
ratified and confirmed by the Parties. On and after the date hereof, each reference in the
MDA to "this Agreement", "the Agreement", "hereunder", "hereof', "herein", or words of
like import, and each reference to the MDA (or "Master Development Agreement") in any
other agreements, documents or instruments executed and delivered pursuant to, or in
connection with, the MDA, will mean and be a reference to the MDA as amended by this
Amendment.
(b) Successors and Assigns. This Amendment shall inure to the benefit of and
be binding upon each of the Parties and each of their respective successors and assigns.
(c) Headings. All titles are for convenience or reference only and shall be
disregarded when interpreting any of this Amendment's provisions.
(d) Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which taken together
shall constitute one and the same instrument. PDF signatures shall be binding as original.
(e) Entire Agreement. Except the Settlement Agreement, the MDA, the Ground
Leases, and this Amendment represents the entire agreement between the parties on the
subject matter agreed to and supersedes any and all previous agreements and
understandings between the Parties. No representations, inducements, promises, or
agreements between the Parties not embodied or described in this Amendment (except
those contained in the MDA, Settlement Agreement or the Ground Leases) shall be of any
force or effect.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first
written above.
CITY:
Signed, sealed and delivered in the presence CITY OF MIAMI, a municipal corporation of
of: the State of Florida
Name:
Name:
ATTEST:
APPROVED AS TO INSURANCE
REQUIREMENTS:
By
Name:
Title:
APPROVED AS TO FORM AND
CORRECTNESS:
DEVELOPER:
Signed, sealed and delivered in the presence BH3 IG DEVELOPER LLC, a Delaware
of: limited liability company
Name:
Name:
By
Name:
Title:
EXHIBIT A
LEASEHOLD CONDOMINIUM PROVISIONS'
Added and Modified Definitions:
1. The following definitions shall be added to Section 1.2 of each Form Lease:
(a) "Condominium Act" shall mean the Florida Condominium Act, Chapter
718, Florida Statutes, and all amendments, modifications, supplements and replacements
thereof and all regulations with respect thereto, now or hereafter enacted or promulgated.
(b) "Condominium Association" means the condominium association
referenced by the Condominium Declaration as the entity responsible for the operation of
the Leasehold Condominium.
(c) "Condominium Declaration" shall mean the declaration of condominium
for the Leasehold Condominium, to be recorded in the Public Records of Miami -Dade
County, Florida
(d) "Condominium Documents" means all documents necessary for the
creation of all or a portion of the Premises as a leasehold condominium and the operation
of the Condominium Association, all in accordance with the Condominium Act and all
other applicable Laws and recorded or filed with any Government, including the
condominium declaration, and the articles of incorporation and by-laws of the
Condominium Association, in each case, as the same may be amended, restated,
supplemented or otherwise modified from time to time.
(e) "Condominium Premises" means all or a portion of the Premises
encumbered by the Condominium Declaration.
(f) "Condominium Unit" means the condominium units comprising a part of
the Leasehold Condominium.
(g) "Unit Owner" means any Person that purchases a Condominium Unit.
2. The following defined terms and associated uses, as applicable, shall be modified
in Section 1.2 and throughout the body, as applicable, of each Form Lease:
(a) The definitions of "Approved Timeshare License", "Residence License"
and "Timeshare/Fractional Unit(s)", as applicable, used in the applicable Form Lease shall
be deleted in their entirety, and the use of such terms shall be replaced with "Condominium
Unit" in all instances.
' NTD: Subject to further review of Tenant's condominium counsel.
Added Section:
[§]. LEASEHOLD CONDOMINIUM
[§].1. During the Term, Tenant shall be permitted from time to time, to create one
or more leasehold condominium regimes (a "Leasehold Condominium") pursuant to the
Condominium Act, on all or a portion of the Premises, without any further consent of the Landlord.
Notwithstanding the foregoing, nothing herein shall be construed as a waiver of Landlord's
regulatory and/or police power to grant or deny development approvals or consent to Leasehold
Improvements under Landlord's regulatory and/or police power when the City is reviewing same
as a governmental agency versus as a Landlord. Tenant shall give written notice to Landlord
specifying the name and address of any Condominium Association to which notices required by
this Lease shall be sent, and a copy of the Condominium Documents. Landlord shall reasonably
cooperate with Tenant and execute any documents reasonably required by Tenant for the creation,
maintenance or operation of such Leasehold Condominium.
[§].2. Until the Leasehold Condominium/s are created, Tenant agrees to promptly
pay when due all maintenance, insurance and financial obligations under this Lease as it relates to
the Premises and all other expenses incurred in the use and operation therefor; provided, however,
upon recordation of the Condominium Declaration on the Condominium Premises in the Public
Records of the County in Miami -Dade, Florida, all obligations, including the maintenance,
insurance and financial obligations under this Lease as it relates to the Condominium Premises
shall automatically be transferred to the Condominium Association, with Tenant released from
those obligations upon transfer to the Condominium Association. Upon recordation as aforesaid,
Tenant shall no longer be obligated to Landlord for maintenance, repair or other operational
obligation under the Lease as it relates to the Condominium Premises and Landlord shall look
solely to the Condominium Association with respect to same. From and after the date of the
transfer of the obligations to the Condominium Association, all possessory rights as it relates to
the Condominium Premises shall remain with Tenant or its successors in interest (including Unit
Owners and their mortgagees) and the Condominium Units shall remain "freely transferable" and
may be sold, conveyed, leased, subleased and mortgaged (including, without limitation, first
mortgages, second mortgages and home equity lines), without the consent of Landlord; provided
that no sale or transfer of any Condominium Unit shall release or limit the liability or obligations
of the Condominium Association under this Lease. Upon recordation of the Condominium
Declaration, Tenant shall no longer be obligated for the payment of Rent or other financial
obligations as it relates to the Condominium Premises, rather same should be the obligation of the
Condominium Association, which would include the Rent and other financial obligations in the
budget of the Condominium Association to be collected from Unit Owners as part of the
assessments made against Unit Owners.
[§].3. To protect against a default by the Condominium Association and/or failure
by one (1) Unit Owner resulting in a termination of this Lease, upon recordation of the
Condominium Declaration, Landlord hereby releases its remedy of termination of the Lease and
instead accepts an assignment of the Condominium Association's remedies against a defaulting
Unit Owner as provided in the Condominium Declaration. Following the creation of the Leasehold
Condominium, in no event may the Lease be terminated by Landlord, until the expiration of the
Term of the Lease in accordance with its terms.
[§].4. Following the creation of the Leasehold Condominium, the Lease does not
hereby contain a reservation of the right of possession or control of the Condominium Premises
by Landlord or any Person other than Unit Owners or the Condominium Association and shall not
create rights to possession or use of the Condominium Premises in any parties other than Tenant
or Unit Owners. Any such rights in favor of Landlord, if they exist on the date hereof, shall be
eliminated following the recordation of the Condominium Declaration.
[§].5. In any action by Landlord to enforce a lien for Rent payable or in any action
by the Condominium Association or a Unit Owner with respect to the obligations of the Tenant or
Landlord under the Lease, the Unit Owner or the Condominium Association may raise any issue
or interpose any defense, legal or equitable, that he or she or it may have with respect to the
Landlord's obligations under the Lease. If the Unit Owner or the Condominium Association
initiates any action or interposes any defense other than payment of Rent under the Lease, the Unit
Owner or the Condominium Association shall, upon service of process upon Landlord, pay into
the registry of the court any allegedly accrued Rent and the Rent which accrues during the
pendency of the proceeding, when due. If the Unit Owner or the Condominium Association fails
to pay the Rent into the registry of the court, the failure constitutes an absolute waiver of the Unit
Owner's or Condominium Association's defenses other than payment, and Landlord is entitled to
default, provided, however, that in no event shall the Lease be terminated. The Unit Owner or the
Condominium Association shall notify Landlord of any deposits. When the Unit Owner or the
Condominium Association has deposited the required funds into the registry of the court, Landlord
may apply to the court for disbursement of all or part of the funds shown to be necessary for the
payment of taxes, mortgage payments, maintenance and operating expenses, and other necessary
expenses incident to maintaining and equipping the leased facilities or necessary for the payment
of other expenses arising out of personal hardship resulting from the loss of rental income from
the leased facilities. The court, after an evidentiary hearing, may award all or part of the funds on
deposit to Landlord for such purpose. The court shall require Landlord to post bond or other
security, as a condition to the release of funds from the registry, when the value of the
Condominium Premises and improvements, apart from the Lease itself, is inadequate to fully
secure the sum of existing encumbrances on the Condominium Premises and the amounts released
from the court registry. When the Condominium Association or Unit Owners have deposited funds
into the registry of the court pursuant to this subsection and the Unit Owners and Condominium
Association have otherwise complied with their obligations under the Lease, other than paying
Rent into the registry of the court rather than to Landlord, Landlord cannot hold the Condominium
Association or Unit Owners in default on their rental payments nor may Landlord file liens or
initiate foreclosure proceedings against Unit Owners. If Landlord, in violation of this subsection,
attempts such liens or foreclosures, then Landlord may be liable for damages plus attorneys' fees
and costs that the Condominium Association or Unit Owners incurred in satisfying those liens or
foreclosures. For avoidance of doubt, in no event shall a foreclosure or lien right exercised against
the Condominium Association or Unit Owners by Landlord result in a termination of the Lease,
regardless of the nature of the default.
[§].6. To the extent applicable, Section 718.401(1)(e) of the Condominium Act
shall apply if the recreational facilities or other commonly used facilities of the Leasehold
Condominium are not completed as of the date the Leasehold Condominium is created.
[§].7. The Parties intend that, as of the date hereof, this Lease complies with all
requirements of the Condominium Act for the creation of a Leasehold Condominium. Upon
written request of Tenant, and subject to any procedural requirements of the City, the Landlord
shall enter into an amendment to this Lease, to modify the terms and provisions of the Lease (if
any) which do not comply with Section 718.401 of the Condominium Act (or any successor
provision thereto) such that the Lease, as so modified, shall fully comply with Section 718.401 of
the Condominium Act (or any successor provision thereto) such that the Premises may be
submitted to the condominium form of ownership .
[§].8. For the avoidance of doubt and notwithstanding anything in this Lease to
the contrary, the creation of the Leasehold Condominium, the sale of Condominium Units and the
formation of the Condominium Association are all expressly approved by the Landlord and the
Landlord acknowledges and agrees that the Condominium Units shall remain "freely transferable"
and may be sold, conveyed, leased, subleased and mortgaged (including without limitation first
mortgages, second mortgages and home equity lines), without the consent of Landlord, and in each
case, none of the foregoing actions or any of the other provisions of Section 9 shall constitute
violations of any transfer provisions of the Lease.
FIRST AMENDMENT TO PARKING COMPONENT GROUND LEASE
This FIRST AMENDMENT TO PARKING COMPONENT GROUND LEASE, dated as
of , 2025 (the "Amendment"), between CITY OF MIAMI, FLORIDA, a
municipal corporation of the State of Florida (the "Landlord" or "City"), and IG PARKING LLC,
a Delaware limited liability company (the "Tenant", and together with Landlord, collectively, the
"Parties", and each, individually, a "Party").
RECITALS
A. Landlord and Flagstone Island Gardens, LLC, a Delaware limited liability company
("Flagstone") entered into that certain Parking Component Ground Lease, dated as of April 13,
2020 (as amended, supplemented or otherwise modified from time to time, the "Lease"), which
included that certain rider of supplemental terms attached a made part of the Lease ("Rider 1").
Capitalized terms used and not defined in this Amendment have the respective meanings assigned
to them in the Lease.
B. Flagstone assigned the tenant's interest in the Lease to Island Gardens Parking
Structures, LLC, a Delaware limited liability company ("Flagstone Tenant"), pursuant to that
certain Assignment and Assumption of Ground Lease (Parking), dated as of April 13, 2020, and
Flagstone Tenant further assigned the tenant' s interest in the Lease to Tenant pursuant to that
certain Assignment and Assumption of Parking Ground Lease, dated as of April 12, 2023.
C. This Amendment was negotiated pursuant to the authority expressly conferred by
the City of Miami Charter, as amended on [ ], pursuant to a majority vote of the City
of Miami voters authorizing the City to extend the term of the Lease to a total of 99 years, inclusive
of extension options, from the date of this Amendment.
D. The Parties hereto desire to amend the Lease on the terms and subject to the
conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:
1. Term. Notwithstanding anything to the contrary in the Lease, the definition of
"Scheduled Expiration Date" is changed from the 45th anniversary of the Commencement Date to
the date that is sixty-nine (69) years from the date hereof, subject to: (a) Tenant's exercise of any
Extension Option(s); and (b) any tolling as this Lease or the Master Development Agreement
provides.
2. Notices. Section 35.1 of Rider 1 is hereby amended to replace the addresses of the
Tenant as follows:
If to Tenant, at:
c/o BH3 IG Developer LLC
819 NE 2nd Ave, Suite 500
Fort Lauderdale, Florida 33304
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with a copy to:
Attn: Greg Freedman & Josh Babbitt
Email: greg@bh311c.com & josh@bh311c.com
Greenberg Traurig, P.A.
333 SE 2nd Ave, Suite 4400
Miami, Florida 33131
Attn: Steve Bassin, Esq.
Email: bassins@gtlaw.com
3. Modification of Existing Terms and Definitions.
(a) "Construction Manager" as referenced in Rider 1 is hereby changed to IG
Development Manager LLC, a Delaware limited liability company.
(b) The following is hereby added to the end of the definition of Referendum:
", as amended or modified by any subsequent referendum of the City of Miami and/or
applicable Laws".
(c) Exhibit A to the Lease (Legal Description) is hereby replaced with
Exhibit A attached hereto.
4. Miscellaneous.
(a) Ratification. Except as expressly provided in this Amendment, all of the
terms and provisions of the Lease are and will remain in full force and effect and are hereby
ratified and confirmed by the Parties. On and after the date hereof, each reference in the
Lease to "this Lease", "the Lease", "hereunder", "hereof", "herein", or words of like
import, and each reference to the Lease, will mean and be a reference to the Lease as
amended by this Amendment.
(b) Successors and Assigns. This Amendment shall inure to the benefit of and
be binding upon each of the Parties and each of their respective successors and assigns.
(c) Captions. The captions and headings contained in this Amendment are for
convenience of reference only and shall not be construed as limiting or defining in any way
the provisions of this Amendment.
(d) Counterparts. This Amendment may be executed in counterparts, each of
which is deemed an original, but all of which constitutes one and the same agreement.
Delivery of an executed counterpart of this Amendment electronically shall be effective as
delivery of an original executed counterpart of this Amendment.
(e) Entire Agreement. The Lease as amended by this Amendment constitute the
sole and entire agreement between the Parties with respect to the subject matter contained
herein, and supersedes all prior and contemporaneous understandings, agreements,
representations and warranties, both written and oral, with respect to such subject matter.
2
[SIGNATURE PAGE FOLLOWS.]
3
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first
written above.
LANDLORD:
Signed, sealed and delivered in the presence CITY OF MIAMI, a municipal corporation of
of: the State of Florida
Name:
Name:
ATTEST:
APPROVED AS TO INSURANCE
REQUIREMENTS:
By
Name:
Title:
APPROVED AS TO FORM AND
CORRECTNESS:
TENANT:
Signed, sealed and delivered in the presence and IG PARKING LLC, a Delaware limited
of: liability company
Name:
Name:
By
Name:
Title:
4
EXHIBIT A
Legal Description
All that certain (or those certain) parcel(s), plot(s) or piece(s) of real property, including
improvements and fixtures, more particularly described as follows:
That portion of Tracts "A" "B" and "C", WATSON ISLAND SOUTHWEST, according to the Plat
thereof, as recorded in Plat Book 166 at Page 11, of the Public Records of Miami -Dade County,
Florida, lying at or below elevation +20.00 feet, relative to the National Geodetic Vertical Datum
1929.1
LESS AND EXCEPT THE FOLLOWING TWO HOTEL PARCELS:
Hotel Parcel North:
A portion of Tract "A", WATSON ISLAND SOUTHWEST, according to the Plat thereof, as
recorded in Plat Book 166 at Page 11, of the Public Records of Miami -Dade County, Florida,
particularly described as follows:
Commence at the Northwest comer of said Tract "A"; thence N86°39'49"E along the Northerly
line of said Tract "A" for 25. 75 feet to the Point of Beginning; thence continue N86°39'49"E along
the Northerly line of said Tract "A" for 35.70 feet to a point on a circular curve; said point bearing
S39°29'13"W from the radius point of a circular curve to the left being concave Northeasterly and
having a radius of 160.00 feet and a central angle of22°09'28"; thence Southeasterly along the arc
of said circular curve to the left, also being along the Northerly line of said Tract "A", for an arc
distance of 61.88 feet; thence S72°40'15"E along said Northerly line of Tract "A" for 276.49 feet
to a point of curvature; thence Southeasterly along a curve to the right also being the Northerly
line of Tract "A", said curve having a radius of 600.00 feet and a central angle of 10°44'22" for
and arc distance of 112.46 feet; thence S 17° 12'21 "E for 108.44 feet; thence N77°41 '08"W for
450.00 feet; thence N17° 12'21 "W along a line 25.00 feet Northeast of and parallel to the Westerly
line of said Tract "A" for 168.00 feet to the Point of Beginning.
Hotel Parcel South:
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 11, 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
' This legal description delineates the initial horizontal and vertical boundaries of this Component. It
will be modified in the future to reflect Boundary Adjustments based on adjusted demarcation of horizontal and
vertical planes and other boundaries between this Component and the Retail Component, which will be stacked
directly above it.
5
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.
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THIS INSTRUMENT IS PREPARED BY
AND TO BE RECORDED AND RETURNED TO:
Goulston & Storrs PC
400 Atlantic Avenue
Boston, MA 02110
Attn: Corey Wilk, Esq.
Miami -Dade County, State of Florida
SECOND AMENDMENT TO AMENDED AND RESTATED MIXED USE PROJECT
DECLARATION
This SECOND AMENDMENT TO AMENDED AND RESTATED MIXED USE
PROJECT DECLARATION (the "Amendment"), dated as of , 2025 (the
"Amendment Date") is entered into by BH3 IG DEVELOPER LLC, a Delaware limited liability
company (with its successors and assigns, collectively, "Declarant" and "Project Developer"),
having an address at c/o BH3 Management, 819 NE 2nd Avenue, Suite 500, Fort Lauderdale,
Florida 33304, Attention: Mr. Gregory M. Freedman; IG PARKING LLC, a Delaware limited
liability company ("Parking Tenant"), having an address at c/o BH3 Management, 819 NE 2nd
Avenue, Suite 500, Fort Lauderdale, Florida 33304, Attention: Mr. Gregory M. Freedman; IG
RETAIL LLC, a Delaware limited liability company ("Retail Tenant"), having an address at c/o
BH3 Management, 819 NE 2nd Avenue, Suite 500, Fort Lauderdale, Florida 33304, Attention: Mr.
Gregory M. Freedman; and ISLAND GARDENS DEEP HARBOUR, LLC, a Delaware limited
liability company ("Marina Tenant"), having an address at c/o Island Global Yachting LLC, 360
Hamilton Ave, Suite 1110, White Plains, NY 10601, Attention: General Counsel, based on the
following facts and circumstances:
RECITALS
A. Flagstone Island Gardens, LLC, a Delaware limited liability company
("Flagstone") executed that certain Mixed Use Project Declaration (the "Original Project
Declaration") as of April 13, 2020 and recorded same on November 5, 2020 at CFN
2020R0644278 or Book 32185 Pages 4703-4980 in the public records of Miami -Dade County,
1
Florida, which Original Project Declaration was amended and restated in its entirety by
Flagstone's execution of 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 (as so amended, the
"Project Declaration").
B. Flagstone assigned its interest as declarant and project developer under the Project
Declaration to Declarant by execution of that certain Assignment of Project Developer's and
Declarant's Interest in Project Declaration as of April 12, 2023, which was recorded on April 14,
2023 at CFN 2023R0251064 or Book 33665 Pages 3929-3936; ISLAND GARDENS
PARKING STRUCTURES, LLC, a Delaware limited liability company, assigned its interest
under the Project Declaration to Parking Tenant by execution of that certain Assignment of
Parking Tenant's Interest in Project Declaration as of April 12, 2023, which was recorded on April
14, 2023 at CFN 2023R0251066 or Book 33665 Pages 3945-3952; and ISLAND GARDENS
RETAIL EXPERIENCE LLC, as Delaware limited liability company, assigned its interest
under the Project Declaration to Retail Tenant by execution of that certain Assignment of Retail
Tenant's Interest in Project Declaration as of April 12, 2023, which was recorded on April 14, at
CFN 2023R0251065 or Book 33665 Pages 3937-3944.
C. Flagstone assigned its rights to require the City to enter into the Luxury Hotel
Lease, the Residences Lease, and the Lifestyle Hotel Lease pursuant to the Master Development
Agreement (the "MDA") to Project Developer by execution of that certain MDA Assignment of
Rights dated as of April 12, 2023. As of the Amendment Date, the Luxury Hotel Lease, the
Residences Lease, and the Lifestyle Hotel Lease do not yet exist
D. The parties to the Project Declaration amended the Project Declaration by execution
of that certain First Amendment to Amended and Restated Mixed Use Project Declaration as of
July 26, 2024, which was recorded on July 30, 2024 at CFN 2024R0571267 or Book 34334 Pages
3186-3196.
E. This Amendment is entered pursuant to Section 26.6 of the Project Declaration,
which allows parties to the Project Declaration to Modify it if the Modification does not affect
any rights, obligations, or property rights (or otherwise bind or affect) any Tenant that is not a
party to the Modification. This Amendment does not affect ISLAND GARDENS DEEP
HARBOUR, LLC, a Delaware limited liability company ("Marina Tenant") in any way, and
Marina Tenant has countersigned this Modification to confirm it concurs with that.
F. Capitalized terms used and not defined in this Amendment shall have the meanings
ascribed to them in the Project Declaration.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to
amend the Project Declaration as follows:
2
1. DEFINITIONS.
1.1 Prohibited Uses. The definition of "Prohibited Uses" is hereby amended by
deleting Section 2 thereof in its entirety.
1.2 Fractional Ownership; Fractional Units; Fractional Interests; Fractional
Use Licenses. Any and all references to "fractional ownership", "fractional
units", "fractional interests", and/or "fractional use licenses" are hereby
amended and restated to read as "condominium unit" or "condominium
units", as the context may require.
2. Offices. A new Section 4.19 is hereby added as follows:
4.19. Offices. Each Tenant may utilize a portion of its 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). The total floor area of the Retail Component, inclusive of any such
office space, shall not exceed 199,000 Square Feet (i.e., a reduction of ten percent (10%)
from the approved 221,000 Square Feet).
3. Condominium. Section 2.9 of the Amendment is hereby deleted in its entirety.
4. Miscellaneous.
(a) Ratification. Except as expressly provided in this Amendment, all of the
terms and provisions of the Project Declaration are and will remain in full force and effect
and are hereby ratified and confirmed by the parties. On and after the date hereof, each
reference in the Project Declaration to "this Agreement", "the Agreement", "hereunder",
"hereof", "herein", or words of like import, and each reference to the Project Declaration
(or "Amended and Restated Project Declaration") in any other agreements, documents or
instruments executed and delivered pursuant to, or in connection with, the Project
Declaration, will mean and be a reference to the Project Declaration as amended by this
Amendment.
(b) Successors and Assigns. This Amendment shall inure to the benefit of and
be binding upon each of the parties and each of their respective successors and assigns.
(c) Headings. All titles are for convenience or reference only and shall be
disregarded when interpreting any of this Amendment's provisions.
(d) Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which taken together
shall constitute one and the same instrument. PDF signatures shall be binding as original.
(e) Governing Law. Florida law, without application of its conflict of law
principles, governs this Amendment and any Dispute. Jurisdiction and venue shall lie
exclusively in Miami -Dade County. That does not limit the Dispute resolution procedures
in the By-Laws.Recitals. The Recitals of this Amendment are incorporated by reference in,
3
and part of, this Amendment.Severability. If any provision of this Amendment is invalid
or unenforceable as against any Person or under certain circumstances, the remainder of
this Amendment and the applicability of such provision to other Persons or circumstances
shall not be affected thereby. Each provision of this Amendment shall, except as otherwise
herein provided, be valid and enforceable to the fullest extent permitted by Law.
[SIGNATURE PAGES FOLLOW]
4
IN WITNESS WHEREOF, the parties to this Amendment have executed, acknowledged
and delivered for recording this Amendment as of the Amendment Date.
BH3 IG DEVELOPER LLC, a Delaware limited
liability company
By:
Name: Gregory M. Freedman
Title: President
Signed, sealed and delivered
in the presence of:
Name:
Name:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me by means of ❑ physical presence
or ❑ online notarization, this (date) by GREGORY M. FREEDMAN on behalf of and
as President of BH3 IG DEVELOPER LLC, a Delaware limited liability company. He is
personally known to me or has produced (type or identification) as identification.
Notary Public
My Commission Expires:
4882-3188-4134, v. 1
PARKING TENANT'S SIGNATURE
Retail Tenant joins in, agrees to, and consents to the above Amendment.
IG PARKING LLC, a Delaware limited liability
company
Signed, sealed and delivered
in the presence of:
Name:
Name:
STATE OF FLORIDA
By:
Name: Gregory M. Freedman
Title: President
)
)
COUNTY OF MIAMI-DADE
)
The foregoing instrument was acknowledged before me by means of ❑ physical presence
or ❑ online notarization, this (date) by GREGORY M. FREEDMAN on behalf of and
as President of IG PARKING LLC, a Delaware limited liability company. He is personally
known to me or has produced (type or identification) as identification.
Notary Public
My Commission Expires:
RETAIL TENANT'S SIGNATURE
Retail Tenant joins in, agrees to, and consents to the above Amendment.
IG RETAIL LLC, a Delaware limited liability
company
By:
Name: Gregory M. Freedman
Title: President
Signed, sealed and delivered
in the presence of:
Name:
Name:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me by means of ❑ physical presence
or ❑ online notarization, this (date) by GREGORY M. FREEDMAN on behalf of and
as President of IG RETAIL LLC, a Delaware limited liability company. He is personally known
to me or has produced (type or identification) as identification.
Notary Public
My Commission Expires:
4882-3188-4134, v. 1
MARINA TENANT'S SIGNATURE
Marina Tenant joins in, agrees to, and consents to the above Amendment.
ISLAND GARDENS DEEP HARBOUR,
LLC, a Delaware limited liability company
By: IG HOLDINGS LLC, a Delaware
limited liability company, its
Managing Member
By:
Name:
Its:
Signed, sealed and delivered
in the presence of:
Name:
Name:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me by means of ❑ physical presence
or ❑ online notarization, this (date) by (name of officer or agent, title of
officer or agent) on behalf of and as of IG HOLDINGS LLC, a Delaware limited
liability company, as Managing Member of ISLAND GARDENS DEEP HARBOUR, LLC, a
Delaware limited liability company. S/he is personally known to me or has produced
(type or identification) as identification.
Notary Public