HomeMy WebLinkAboutExhibit CBOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE
STATE OF FLORIDA
DEED NO. 19447-H
PARTIAL MODIFICATION OF RESTRICTIONS
KNOW ALL MEN BY THESE PRESENTS: That
WHEREAS, the BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST
FUND OF THE STATE OF FLORIDA (the "BOARD OF TRUSTEES"), is by Section 253.03,
Florida Statutes, authorized and empowered to modify restricted uses for certain lands under the
terms and conditions set forth herein; and
WHEREAS, the BOARD OF TRUSTEES conveyed to the City of Miami (the "CITY") in
1949, certain lands more particularly described in Deed No. 19447, recorded in Deed Book 3130,
Page 257, Public Records of Miami -Dade County, Florida (the "Deed"); and
WHEREAS, the Deed contains the following restrictions (the "Original Restrictions"):
PROVIDED, HOWEVER, anything herein to the contrary notwithstanding,
this deed is given and granted upon the express condition subsequent that the Grantee
herein or its successors and assigns shall never sell or convey or lease the above
described land or any part thereof to any private person, firm or corporation for any
private use or purpose, it being the intention of this restriction that the said lands shall
be used solely for public purposes, including municipal purposes and not otherwise.
PROVIDED, FURTHER, anything herein to the contrary notwithstanding,
this deed is given and granted upon the further express condition subsequent that the
Grantee herein or its successors or assigns shall not give or grant any license or
permit to any private person, firm or corporation to construct or make by any means,
any islands, fills, embankments, structures, buildings or other similar things within
or upon the above described lands or any part thereof for any private use or purpose,
as distinguished from any public or municipal use or purpose.
It is covenanted and agreed that the above conditions subsequent shall run with
the land and any violation thereof shall render this deed null and void and the above -
described lands shall, in any event, revert to the Grantors or their successors.
WHEREAS, the BOARD OF TRUSTEES approved a modification of the Original
Restrictions on June 24, 2004, and executed and delivered an instrument entitled "Partial
Modification of Restrictions" on March 2, 2005, and same was recorded on March 18, 2005, in
Official Records Book 23181, Page 775, Public Records of Miami -Dade County, Florida (the
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Partial Modification of Restrictions
Deed Restriction No. 19447-H
"Partial Modification"); and
WHEREAS, the BOARD OF TRUSTEES approved an additional modification of the
Original Restrictions on August 16, 2011, and executed and delivered an instrument entitled
"Amended and Restated Partial Modification of Restrictions" on September 15, 2011, and same was
recorded on September 16, 2011, in Official Records Book 27828, Page 3675, Public Records of
Miami -Dade County, Florida (the "First Amended Partial Modification") and the BOARD OF
TRUSTEES thereafter approved another additional modification of the Original Restrictions on May
13, 2014, and executed and delivered an instrument entitled "Partial Modification of Original
Restrictions" on June 2, 2014, and same was recorded on June 6, 2014, in Official Records Book
29181, Page 2931, Public Records of Miami -Dade County, Florida (the "Second Amended Partial
Modification"). The Original Restrictions, as modified, amended, and/or restated by the Partial
Modification, the First Amended Partial Modification, and the Second Amended Partial
Modification shall be referred to herein as the "Existing Restrictions" to the Deed; and
WHEREAS, the CITY desires to cause a portion of the lands conveyed to the CITY by the
Deed which is described in Exhibit "A" attached hereto and made a part hereof (the "Property") to
be used for the construction and operation of a public and private commercial marina and mixed use
waterfront development (as a whole or in phases, the "Development") as further described in the
Agreements (as defined below); and
WHEREAS, on or about April 13, 2020, the CITY entered into (i) that certain Retail
Component Ground Lease with Island Gardens Retail Experience LLC, (ii) that Certain Parking
Component Ground Lease with Island Gardens Parking Structures, LLC, and (iii) that certain Master
Development Agreement ("MDA") with Flagstone Island Gardens, LLC (`FIG"); and
WHEREAS, the MDA included as exhibits (i) the form of Generic Ground Lease Terms
(Rider 1) (the "Form Rider 1"), (ii) the form of Luxury Hotel Lease (the "Form Luxury Hotel
Lease"), (iii) the form of Lifestyle Hotel Lease (the "Form Lifestyle Hotel Lease"), and (iv) the form
of Residences Lease (the "Form Residences Lease"). The Form Luxury Hotel Lease, Form Lifestyle
Hotel Lease, and the Form Residences Lease, are collectively, the "Form Base Leases", together
with the Form Rider 1, collectively the "Form Leases", and together with the MDA and other
agreements governing the Property, including that certain Amended and Restated Mixed Use Project
Declaration recorded on April 14, 2023, in Official Records Book 33665, Pages 3611-3904, Public
Records of Miami -Dade County, Florida (as each may have been amended, collectively, the
"Agreements"); and
WHEREAS, on or about April 12, 2023, (i) Island Gardens Retail Experience LLC
transferred 100% of its interest in the Retail Component Ground Lease to IG Retail LLC pursuant
to that certain Assignment and Assumption of Retail Ground Lease, (ii) Island Gardens Parking
Structures, LLC transferred 100% of its interest in the Parking Component Ground Lease to IG
Parking LLC pursuant to that certain Assignment and Assumption of Parking Ground Lease, and
(iii) FIG assigned its rights under the MDA to BH3 IG Developer LLC ("BH3") by execution of that
certain MDA Assignment of Rights, requiring the CITY to enter into the Form Leases with BH3 or
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Partial Modification of Restrictions
Deed Restriction No. 19447-H
its affiliates; and
WHEREAS, on or about September 20, 2023, the CITY issued the zoning verification letter
attached as Exhibit "B" (the "2023 ZVL"); and
WHEREAS, on or about June 21, 2024, the CITY issued the zoning verification letter
attached as Exhibit "C" (the "2024 ZVL"); and
WHEREAS, on or about June 24, 2024, BH3 requested, and the CITY confirmed, the matters
set forth in that certain letter attached as Exhibit "D" (the "DREAM Letter" and collectively, with
the 2023 ZVL and the 2024 ZVL, the "CITY Approval Documents"); and
WHEREAS, on or about May 24, 2024, the CITY issued a zoning interpretation 2024-001 —
Update to Limited Kitchen Facilities Zoning Interpretation 2014-005 attached as Exhibit "E" (the
"Zoning Interpretation"); and
WHEREAS, the Development is in the public interest because it will convert the Property
from a sparse, unimproved field to a location that will contain cultural, scenic, and recreational
values that will benefit the public; and
WHEREAS, in furtherance of the public interest, the Development will also aid tourism,
provide training and employment opportunities to residents, and generate significant tax revenue for
the CITY, Miami -Dade County and the State of Florida; and
WHEREAS, in accordance with the provisions of Section 3 and 29-C of the City of Miami,
Florida Charter, and Section 6.03 of the Miami -Dade County Home Rule Charter, a Referendum
Special Election was held concurrently with the November 5, 2024, General Election, to consider
two Charter Amendments related to Watson Island, Resolutions R-24-0281 and R-24-0282, which
both passed with approximately 59 percent and 62 percent of voters in favor, respectively; and
WHEREAS, the first Resolution, R-24-0281, amended the CITY' s charter (i) to revise the
term of the existing ground leases for the Property, (ii) to authorize the conversion of the timeshare
units to condominiums units, (iii) to include office space within the mixed -uses, and (iv) to expand
the public waterfront and pedestrian promenade along Biscayne Bay; and
WHEREAS, in order for the CITY to effectuate the desires of the parties and the Resolutions
passed by the CITY' s voters, the Existing Restrictions contained in the Deed need to be further
modified; and
WHEREAS, on or about December 17, 2024, the BOARD OF TRUSTEES delegated
authority to the Secretary of the Department of Environmental Protection, or designee, to approve,
partially modify, and/or partially release the Existing Restrictions contained in the Deed to effectuate
City of Miami Resolutions R-24-0281 and R-24-0282 passed by voters during the November 2024
election, a copy of which is attached as Exhibit "F".
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Deed Restriction No. 19447-H
NOW THEREFORE, for and in consideration of the foregoing recitals and of the mutual
covenants, terms, and conditions herein contained, and other good and valuable consideration, the
BOARD OF TRUSTEES, the CITY, and BH3 hereby enter into this Partial Modification of
Restrictions as follows:
1. Consent to Contemplated Uses and Referendum. The BOARD OF TRUSTEES
hereby modifies the Existing Restrictions to permit, and the BOARD OF TRUSTEES hereby
consents to the uses and matters contemplated in the following: (i) the First Amendment to
Amended and Restated Mixed Use Project Declaration, attached as Exhibit "G", (ii) the City
Approval Documents attached as Exhibit "B," Exhibit "C," Exhibit "D," and Exhibit "E"
(iii) the referendum as approved by voters and accepted by the CITY pursuant to Resolution
R-24-0281, attached as Exhibit "F", and (iv) the pro forma Second Amendment to Project
Declaration attached hereto as Exhibit "H".
[Signature Pages to follow]
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Partial Modification of Restrictions
Deed Restriction No. 19447-H
IN WITNESS WHEREOF, the BOARD OF TRUSTEES, the CITY and BH3 have caused this
Partial Modification of Restrictions to be executed on this day of , 2025.
WITNESSES:
Print Name:
Address:
Print Name:
Address:
BOARD OF TRUSTEES OF THE
INTERNAL IMPROVEMENT TRUST
FUND OF THE STATE OF FLORIDA
By:
Assistant Directed,
Division of State Lands, State of Florida
Department of Environmental Protection, as
agent for and on behalf of the Board of Trustees
of the Internal Improvement Trust Fund of the
State of Florida.
The foregoing instrument was acknowledged before me by means of physical presence
OR online notarization, this day of , 2025 by
as of , Personally Known
or Produced Identification
Type of Identification Produced
Print or Stamp Name:
Notary Public, State of Florida
Commission No.:
My Commission Expires:
Partial Modification of Restrictions
Deed Restriction No. 19447-H
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WITNESSES:
CITY OF MIAMI, a municipal corporation
of the State of Florida
By:
Print Name:
Address:
Print Name:
Address:
APPROVED AS TO FORM AND CORRECTNESS:
OFFICE OF THE CITY ATTORNEY
City Attorney
The foregoing instrument was acknowledged before me by means of physical presence
OR online notarization, this day of , 2025 by
as of the CITY OF MIAMI, FLORIDA, Personally Known or Produced
Identification
Type of Identification Produced
Print or Stamp Name:
Notary Public, State of Florida
Commission No.:
My Commission Expires:
Partial Modification of Restrictions
Deed Restriction No. 19447-H
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WITNESSES:
Print Name:
Address:
Print Name:
Address:
BH3 IG Developer LLC, a Delaware limited
liability company
By:
The foregoing instrument was acknowledged before me by means of physical presence
OR online notarization, this day of , 2025 by
as of the BH3 IG Developer LLC, a Delaware limited liability company, Personally
Known or Produced Identification
Type of Identification Produced
Print or Stamp Name:
Notary Public, State of Florida
Commission No.:
My Commission Expires:
Partial Modification of Restrictions
Deed Restriction No. 19447-H
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Exhibit "A"
The Property
PARCEL 1:
Tracts A, B & C of WATSONISLAND-SOUTHWEST as recorded in Plat Book 166 at Page 11
of the Public Records of Miami -Dade County, Florida.
SUBMERGED LAND:
Commence at a point, marked by an 518" diameter iron rod and cap stamped F.D.D.T. shown as
P.T. Sta.. 25+50 on the "Official Map of Location and Survey of a portion. of Section 8706,
designated as part of State Road A-1-A In Dade County, Florida", prepared by the State Road
Department of the State of Florida, as recorded in Map Book 56, at Page 71 of the Public
Records of Miami - Dade County, Florida. Said point being the point of tangency of the original
center Line of the Douglas MacArthur Causeway running Easterly and South Easterly from the
Westerly limits (West Bridge) of Watson Island as shown on Sheet 3 of the State Road
Department Right -of --Way Map, Section No. (8706-112) 87060-2117, revised March 25, 1959,
said most Northerly curve having a radius of 1432.69 feet and a central angle of62°00'00";
thence South 59°51'26" West departing radially from said centerline a distance of 987.36 feet to a
Projected Bulkhead line, thence North 1712'21" West along said bulkhead line, a distance of
238.86 feet to a point and place of beginning; thence South 49°32'57" West departing said
bulkhead line a distance of 550.92 feet to a point of intersection of the Turning Basin Limit as
established by U.S. Anny Corps of Engineers and positioned by coordinates North 527,878.62
feet, East 926,135.22 feet (based on North, American Datum 1983-NAD83) with the Northerly
line of the Miami Main Ship Channel; thence North 31°03'50' West along the limits of said
turning basin a distance of 428.44 feet to a point of intersection with the East right-of-way line of
the Intracoastal Waterway; thence North 03°27'54" West along said East right-of-way line a
distance of 874.43 feet to a point of intersection with the Southerly right-of-way line of said
Douglas MacArthur Causeway, said point of intersection being a point on a curve concave
Southerly and haying a radius of 10,716.59 feet, a radial line to said point bears South 01°'15' 15"
East; thence run Easterly for 387.45 feet along the arc of said curve and along said Southerly
right of way line, through a central angle of 02°04'17" to a point of tangency; thence South
89°10'55" East continuing Easterly along the said Southerly right-of-way line, a distance of 31.87
feet more or less to a point of intersection with an existing bulkhead line; thence South 17°12'21"
East along said bulkhead line a distance of 924.70 feet to a point of beginning.
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Deed Restriction No. 19447-H
Exhibit "B"
2023 ZVL
(ATTACHED)
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Exhibit "C"
2024 ZVL
(ATTACHED)
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Exhibit "D"
The Dream Letter
(ATTACHED)
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Exhibit "E"
Th Zoning Interpretation
(ATTACHED)
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Exhibit "F"
November 2024 Referendum
(ATTACHED)
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Exhibit "G"
First Amendment to Amended and Restated Mixed Use Project Declaration
(ATTACHED)
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Exhibit "H"
Pro Forma Second Amendment to Amended and Restated Mixed Use Project Declaration
(ATTACHED)
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