HomeMy WebLinkAboutSubstitution Memo from Dept of Real Estate and Asset ManagementCITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
TO: Arthur Noriega V, DATE: July 17, 2025
City Manager
FROM: Andrew Frey, Director
Department of Real Estate and
Asset Management
C DS
LI
SUBJECT: Substitution for File ID 17246
July 24, 2025 Agenda
REFERENCES: Legislation — Item PH.16
Item PH.16 - File ID No. 17246 is authorizing the City Manager, by a four -fifths (4/5ths) affirmative vote, pursuant
to Section 29-c of the Charter of the City of Miami, Florida, as amended, waiving competitive bidding to negotiate
and execute a purchase and sale agreement with Ecoresiliency Miami, LLC ("Developer") for the sale, upon
satisfaction of certain closing conditions, of +5.4 acres of that certain property located at 1111 Parrot Jungle Trail
("Property") for residential and commercial uses, in exchange for cancellation of the existing lease and consideration
equal to or greater than fair market value of One Hundred Thirty-five Million Dollars ($135,000,000.00), including
development of a new +13.3-acre public waterfront park on the remainder of Property at a cost to developer of
Thirty Seven Million Dollars ($37,000,000.00), payments to City of Ten Million Dollars ($10,000,000.00) at closing
and Two Million Dollars ($2,000,000.00) per year with annual escalations of three percent (3%) and a present value
of One Hundred Thirteen Million Seven Hundred Twenty-one Thousand and Seventy-three dollars ($113,721,073),
and certain community benefits valued at Thirty-four Million Six -hundred Thousand Dollars ($34,600,000), including
payment to the city of Fifteen Million Dollars ($15,000,000.00) for affordable housing and infrastructure. This item
is being substituted to reflect the following changes:
• Two Million Dollars ($2,000,000) per year with annual escalations of three percent (3%) and a present
value of One Hundred Thirteen Million Seven Hundred Twenty-one Thousand and Seventy-three Dollars
($113,721,073) over ninety-nine years.
• Five Million Dollars ($5,000,000.00) for construction of a new fire station on Watson Island, and
infrastructure improvements.
• Approval of payment by City to the State of Florida ("State") in the amount of Fifteen Million Dollars
($15,000,000) in exchange for the State's release and modification of deed restrictions set forth in the
State deed.
'Doocu'Sig^nadA by:
Approved: 860cFcca'2DD1n."
Arthur Noriega V, City Manager
Page 1 of 1
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City of Miami
Resolution
Legislation
City Hall
3500 Pan American Drive
Miami, FL 33133
www.miamigov.com
File Number: 17246 Final Action Date:
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
BYA FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, PURSUANT TO SECTION
29-C OF THE CHARTER OF THE CITY OF MIAMI, FLORIDA, AS AMENDED,
WAIVING COMPETITIVE BIDDING AND AUTHORIZING THE CITY MANAGER
TO NEGOTIATE AND EXECUTE A PURCHASE AND SALE AGREEMENT WITH
ECORESILIENCY MIAMI, LLC ("DEVELOPER") FOR THE SALE, UPON
SATISFACTION OF CERTAIN CLOSING CONDITIONS, OF +5.4 ACRES OF
THAT CERTAIN PROPERTY LOCATED AT 1111 PARROT JUNGLE TRAIL
("PROPERTY") FOR RESIDENTIAL AND COMMERCIAL USES, IN EXCHANGE
FOR CANCELLATION OF THE EXISTING LEASE AND CONSIDERATION
EQUAL TO OR GREATER THAN FAIR MARKET VALUE OF ONE HUNDRED
THIRTY-FIVE MILLION DOLLARS ($135,000,000.00), INCLUDING -
DEVELOPMENT OF A NEW +13.3-ACRE PUBLIC WATERFRONT PARK ON _ r-a
THE REMAINDER OF PROPERTY AT A COST TO DEVELOPER OF THIRTY .;
SEVEN MILLION DOLLARS ($37,000,000.00), PAYMENTS TO CITY OF TEN._``
MILLION DOLLARS ($10,000,000.00) AT CLOSING AND TWO MILLION
DOLLARS ($2,000,000) PER YEAR WITH ANNUAL ESCALATIONS OF THREE
PERCENT (3%) AND A PRESENT VALUE OF ONE HUNDRED THIRTEEN'
MILLION SEVEN HUNDRED TWENTY-ONE THOUSAND AND SEVENTY-
THREE DOLLARS ($113,721,073) OVER NINETY-NINE YEARS, AND CERTAIN �7
COMMUNITY BENEFITS VALUED AT THIRTY-NINE MILLION SIX -HUNDRED
THOUSAND DOLLARS ($39,600,000), INCLUDING PAYMENTS TO THE CITY 1 2
OF FIFTEEN MILLION DOLLARS ($15,000,000.00) FOR AFFORDABLE
HOUSING, FIVE MILLION DOLLARS ($5,000,000.00) FOR CONSTRUCTION
OF A NEW FIRE STATION ON WATSON ISLAND, AND INFRASTRUCTURE
IMPROVEMENTS; FURTHER AUTHORIZING THE CITY MANAGER TO
NEGOTIATE AND EXECUTE A PARTIAL RELEASE AND MODIFICATION OF
THE DEED RESTRICTIONS SET FORTH IN DEED NO. 19447 ("STATE
DEED") BETWEEN THE CITY AND THE STATE OF FLORIDA INTERNAL
IMPROVEMENT TRUST FUND ("STATE"); APPROVAL OF PAYMENT BY CITY
TO THE STATE IN THE AMOUNT OF FIFTEEN MILLION DOLLARS
($15,000,000.00) IN EXCHANGE FOR THE STATE'S RELEASE AND
MODIFICATION OF RESTRICTIONS SET FORTH IN THE STATE DEED;
AUTHORIZING THE CITY MANAGER TO EXECUTE A QUIT -CLAIM DEED TO
DEVELOPER, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY;
PROVIDING, THAT SUCH SALE AND CONVEYANCE BE SUBJECT TO
APPROVAL AND EXECUTION OF AN AGREEMENT WITH THE STATE
THROUGH THE STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL
PROTECTION; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND
EXECUTE OTHER ANCILLARY DOCUMENTS AND AMENDMENTS
REQUIRED TO EFFECTUATE THE SALE AND DEVELOPMENT OF THE
PROPERTY AS SET FORTH IN THE PURCHASE AND SALE AGREEMENT,
ALL IN A FORM ACCEPTABLE TO THE CITY ATTORNEY.
City of Miami Page 1 of 3 File ID: 17246 (Revision:) Printed On: 7/16/2025
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File ID: 17246 Enactment Number:
WHEREAS, the City of Miami ("City") is the owner of that certain tract of land on Watson
Island comprising of approximately 18.7 acres and located at 1111 Parrot Jungle Trail, Miami,
Florida ("Property"); and
WHEREAS, ESJ JI Leasehold, LLC ("ESJ") and the City are parties to that certain Lease
and Development Agreement, as modified from time to time (collectively, the "Lease") for the
Property; and
WHEREAS, pursuant to Lease and other entitlements received from the City, ESJ is
authorized to develop a theme park, themed hotel, and related retail and entertainment on the
Property; and
WHEREAS, Ecoresiliency Miami LLC, in collaboration with ESJ (together "Developer
Parties"), desire to acquire +5.4 acres of the Property ("Residential Parcel") to develop
residential and commercial uses with required parking ("Residential Development") and to
return the balance of the Property to the City for use as a new public waterfront park to be
constructed by the Developer Parties; and
WHEREAS, the City and Developer Parties desire to enter into a purchase and sale
agreement substantially in the form attached as Exhibit "A" ("Agreement"), which will allow the
sale of the Residential Parcel based on fair market value of Hundred Thirty -Five Million Dollars
($135,000,000), for construction and operation of the Residential Development subject to
satisfaction of certain closing conditions, including approval of any necessary zoning and
subdivision changes and approval by the Florida Board of the Trustees of the Internal
Improvement Trust Fund, and requiring, at closing, cancellation of existing Lease, repayment of
the existing loan of approximately Thirty Two Million Dollars ($32,000,000) due to City and
Miami -Dade County and of the existing Ygrene C-Pace loan of approximately One Million Two
Hundred Thousand Dollars ($1,200,000), and payment to the City of Ten Million Dollars
($10,000,000); and requiring, within the deadlines set forth in the Agreement, construction of a
new public waterfront park at a cost of Thirty Seven Million Dollars ($37,000,000), annual
payments to the City of Two Million Dollars ($2,000,000) with three percent (3%) annual
escalations, payments to the City of Fifteen Million Dollars ($15,000,000) for affordably hog§ing,
Five Million Dollars ($5,000,000) for construction of a new fire station on Watson Isla,
infrastructure improvements, other community benefits, and the development of thg esid@ntial
Development; and
WHEREAS, on November 5, 2024, the Charter amendment was approved bj/ra m rity k {Xq
of the voters in the referendum election, as acknowledged by Resolution No. R-244458; and
WHEREAS, on December 17, 2024, the Florida Board of the Trustees of the4tterna'
Improvement Trust Fund approved the delegation of authority to the Secretary of theAori€i
Department of Environmental Resources, or designee, ("Secretary") to negotiate anct Oxecute
the terms of the partial release and modification of the deed restrictions set forth in Deed No.
19447 ("Partial Release") as required to effectuate the sale and development of the Property as
approved by the voters; and
WHEREAS, the City desires for the City Manager to negotiate with the Secretary the
terms of the Partial Release in a form approved by the City Attorney; and
WHEREAS, the City directs the City Manager to execute the Agreement, substantially in
the form attached and incorporated as Exhibit "A"; and
City of Miami Page 2 of 3 File ID: 17246 (Revision:) Printed on: 7/16/2025
File ID: 17246 Enactment Number:
WHEREAS, the City directs the City Manager to negotiate with the Secretary and
execute the Partial Release in a form approved by the City Attorney, and to negotiate and
execute any other ancillary documents reasonably required to effectuate the sale and
development of the Property, including but not limited to estoppels and other documents
reasonably required by lenders, all in a form approved by the City Attorney; and
WHEREAS, the City Commission has determined that the Agreement and payment to
the State, as described hereinabove, for the Partial Release will be in the City's best interest;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are
adopted by reference and incorporated as if fully set forth in this Section.
Section 2. By a four -fifths affirmative (4/5th) vote of the Miami City Commission, the City
Manager is authorized' to execute the Agreement with ESJ, substantially in the form attached
and incorporated as Exhibit "A".
Section 3. The City Manager is authorized' to negotiate and execute the terms of the
Partial Release and modification of deed restrictions generally in a form approved by the City
Attorney and to negotiate and execute any other ancillary documents reasonably required to
effectuate the sale and development of the Property, including but not limited to estoppels and
other documents reasonably required by lenders, all in a form approved by the City Attorney,
and to exercise all rights of the City reserved by the agreements to the City Manager or
designee.
Section 4. Neither ESJ or any affiliates, shall have any rights to the agreements
contemplated herein unless and until the City Manager executes the subject agreement(s), with
approval by the City Attorney as to legal form and correctness.
Section 5. This Resolution shall become effective immediately upon its adoption and
signature of the Mayor.2
APPROVED AS TO FORM AND CORRECTNESS:
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1 The herein authorization is further subject to compliance with all legal requirements that maybe
imposed, including but not limited to, those prescribed by applicable City Charter and City Code
provisions.
2 If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days
from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective
immediately upon override of the veto by the City Commission.
City of Miami Page 3 of 3 File ID: 17246 (Revision:) Printed on: 7/16/2025
Exhibit A
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made and entered
into this day of , by and between City of Miami, a municipal
corporation of the State of Florida, with offices at 444 SW 2nd Avenue, Miami, Florida 33130-
1910 (the "Seller" and/or "City"), and Ecoresiliency Miami LLC, a Delaware limited liability
company and or assigns, whose mailing address is 3310 Mary Street, Suite 302 Coconut Grove,
FL 33133 (the "Purchaser"). The Purchaser and Seller are hereinafter jointly referred to as the
"Parties," and individually as "Party." The Parties hereby agree that Seller shall sell and
Purchaser shall buy the following property upon the following terms and conditions:
RECITALS
A. City owns certain real property located in Miami -Dade County known as Jungle
Island located at 1111 Parrot Jungle Trail, Miami, Florida, having folio numbers 01-3231-000-
0014 and 01-3231-000-0016, as more particularly described in Exhibit "A" attached hereto and
made part hereof (the "Overall Site").
B. Purchaser has proposed a redevelopment of the Overall Site (the
"Redevelopment"), which shall include (1) the fee simple acquisition of, and development of a
private' residential project with accessory uses over, a portion of the Overall Site; and (2) the
development of public park over the remainder of the Overall Site pursuant to certain easements
and similar agreements (including, without limitation, construction access agreements) to be
granted. by City.
C. Based on Purchaser's proposal to City, City desires to enter into this Agreement
with Purchaser, which sets forth the terms and conditions pursuant to which Purchaser will
undertake the Redevelopment.
NOW, THEREFORE, in consideration of the foregoing and the covenants of the Parties
set forth herein and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties hereby agree as follows:
1.
DESCRIPTION OF PROPERTY; PROPOSED DEVELOPMENT; GROUND
LEASE
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Residential Parcel: In connection with the Redevelopment, Seller agrees to sell and
Purchaser agrees to purchase, all in accordance with and subject to the satisfaction
of the conditions set forth in this Agreement, a fee simple interest in an
approximately 5.4-acre parcel (the "Residential Parcel" or "Property") within the
Overall Site. The Residential Parcel is currently zoned T6-12-0 and is depicted on
Schedule 1 and described in Exhibit "A-1", both attached hereto and made a part
hereof.
Park Parcel: In connection with the Redevelopment, City agrees to grant to
Purchaser or its affiliate (the "Park Developer") easements or similar agreements
(including, without limitation, construction access agreements) over an
approximately 13.3-acre parcel (the "Public Park Parcel") within the Overall Site.
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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 attached hereto and -ma -de apart -hereof.
C. Proposed Development:
(a) Purchaser or its affiliate(s) (the "Residential Developer") will develop and
construct the following on the Residential Parcel (collectively, the
"Residential Project"):
A condominium development containing two (2) condominium
towers with a minimum of 1,200,000 sellable square feet
(comprising no more than 600 units unless otherwise approved by
the City Manager in his reasonable discretion) and related amenities,
including, without limitation, amenities made available to both
residents and non-residents on a membership basis (the
"Condominium Component");
ii. Up to 25,000 square feet (excluding back -of -house areas and other
customary non -habitable areas) of retail/commercial space (the
"Cominerciai fo oonent");
iii. Accessory uses to the Condominium Component and Commercial
Cornponent as are customary with the principal uses of the
Condominium Component and Commercial Component; and
iv. A parking garage with sufficient parking to accommodate the
Commercial Component and the Condominium Component in
accordance with applicable law (the "Parking Component").
Residential Developer 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, any accessory uses, and any
required parking. The second Phase of the Residential Project ("Phase 2")
will contain a second condominium tower, any accessory uses, and any
required parking. The Commercial Component may be developed wholly
within Phase 1 or Phase 2 or split between Phase 1 and Phase 2, as
determined by Residential Developer, in its sole discretion. For the
avoidance of doubt, the Commercial Component shall be deemed to be in
addition to or exclusive of all amenities within the Condominium
Component, regardless of whether such amenities are considered
commercial uses under Miami 21 or other applicable laws.
(b) On the Public Park Parcel, Purchaser or its affiliate (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 Public Park shall
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(c)
include all parking required by applicable law, and such parking shall be
located on the Public Park Parcel or alternative location approved by the'
City Manager.
The Parties acknowledge and agree that the Residential Project and the
Public Park shall be developed in accordance with the terms and conditions
set forth on Schedule 1(a) and Schedule 1(b), respectively, which shall be
incorporated, in materially the forms attached hereto, into a development
agreement recorded against the Overall Site (the "Development
Agreement"), which shall be subject to approval by the City acting in its
regulatory capacity in accordance with applicable law.
D. Ground Lease: The Parties hereby acknowledge and agree that the Overall Site is
currently subject to that certain Lease and Development Agreement made as of
September 2, 1997, as amended by that certain Modification to Lease and
Development Agreement dated April 14, 2000 ("First Amendment"), as further
amended by that certain Modification to Lease and Development Agreement dated
August 1.3, 2002 ("Second Amendment"), as further amended by that certain Third
Modification to Lease and Development Agreement dated October 29, 2008
("Third Amendment"), as further amended by that certain Fourth Modification to
Lease and Development Agreement dated June 24, 2009 ("Fourth Amendment"),
as further amended by that certain Lease Extension Agreement dated May 17, 2017
("Lease Extension Agreement"), as further amended by that certain Fifth
Modification to Lease and Development Agreement dated March 6, 2019 ("Fifth
Amendment") (collectively, the "Ground Lease" and/or "Existing Lease"). On
or prior to Closing (as defined below), Seller shall cause the Ground Lease to be
terminated, and be of no further force or effect.
2. PURCHASE PRICE; DEPOSIT AND PAYMENT TERMS
A. 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 approximately One
Hundred Thirty -Five Million and 00/100 Dollars ($135,000,000), and will include
the following components:
(a) Purchaser's development of the Public Park at no cost to the City with an
allowance of Thirty -Seven Million and 00/100 Dollars ($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");
(b) A lump sum payment of Ten Million Dollars ($10,000,000), payable at
Closing (the "Closing Payment"); and
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(c) Annual payments to the City in the amount of $2,000,000 with 3% annual
escalations (i.e., a total of $1,177,257,733 in payments over 99 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"), commencing upon the earlier of (i) Substantial
Completion of the Public Park Improvements (as such terms are defined in
Schedule 1(b),); or (ii) four (4) years after the Closing Date (as defined
below). The obligation to pay the Park Maintenance Fee may be shared
equally between the Phase Owner (as defined below) for Phase 1 and the
Phase Owner for Phase 2; provided, however, such obligation shall run with
the land and constitute an obligation of the applicable Phase Owner. A used
herein, "Phase Owner" shall mean the record owner of the portion of the
Property utilized for the development and operation of each Phase (it being
understood that Purchaser intends to develop each Phase under separate
ownership through special purpose entities, and portions of the Property
shall be assigned to such entities prior to the commencement of
construction), and upon the establishment of a condominium association for
a Phase, such association shall constitute the Phase Owner of that Phase;
provided, however, that in the event a master association is created for the
benefit of both Phases, the Phase Owners may elect to establish the master
association as the sole Phase Owner for both Phases. Upon the
establishment of a condominium association as the Phase Owner, the
applicable recorded condominium documents shall provide for art"
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, and shall include a written notice to
condominium owners that the City shall have the authority to record a lien
against their units in the event of any non-payment of the Park Maintenance
Fee. Without limiting the foregoing, in the event that a Phase Owner fails
to pay the Park Maintenance Fee for its respective Phase, and the same is
not cured within thirty (30) days after written notice by the City, 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.
B. The Purchase Price, as it may be adjusted by the provisions above, if applicable,
will be payable as follows:
(a) Deposit: On or before the date that is ten (10) days following the Effective
Date, Purchaser shall make a deposit in the amount of Three Million Dollars
($3,000,000) (the "Deposit") into a closing escrow with Greenberg Traurig,
P.A. (the "Escrow Agent"). The Deposit shall be increased to the extent
required by Section 10 of this Agreement. At Closing, the Deposit shall be
credited against the Purchase Price. The Deposit is non-refundable, except
as otherwise expressly provided in this Agreement.
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(b) Closing Payment: At Closing, the Deposit, plus the balance of the Closing
Payment adjusted by adjustments, credits, prorations, or as otherwise
provided in this Agreement, shall be paid by the Purchaser to the Seller in
the form of wire transfer.
3. CONDITIONS TO CLOSING
A. The Closing shall be subject to the satisfaction of the following conditions
(collectively, the "Closing Conditions"):
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(a) 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 ("Trustees")
through a modification of the existing deed restrictions, including
termination of the existing reverter as to the Residential Parcel (the "State
Approval"). The State Approval shall include either (a) the release of all
mineral and oil rights previously reserved by the State or (b) written
confirmation, in a form reasonably acceptable to Purchaser, that such
reservations shall not interfere with Purchaser's development of the
Property or financing thereof. In the event Trustees require payment of any
kind associated with the State Approval, Seller shall be solely responsible
for all payments associated therewith; provided, however, that Seller shall
not be obligated to agree to make any payment(s) in connection with the
State Approval to the extent such payment(s) exceed Fifteen Million Dollars
($15,000,000); and
(b) Release, removal, or otherwise curing of the Objectionable Existing Title
Exceptions (as defined below) to Purchaser's satisfaction; and
(c) 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 (collectively, the "Approvals"). For the avoidance
of doubt, this Agreement binds the City only in its proprietary capacity as
owner of the Overall Site and the Property, and this Agreement shall not
bind the City of Miami when acting in its regulatory capacity with respect
to the Approvals or otherwise.
(d) City's termination of the Ground Lease whereupon the Residential Parcel
shall be free and clear of all occupancies and rights to occupy same,
including, without limitation, pursuant to the Ground Lease.
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4. ENVIRONMENTAL MATTERS
A. Definitions.
For purposes of this Agreement:
rite 10: 3.14
The term "Hazardous Materials" shall mean and include without limitation, any
substance, which is or contains (a) any "hazardous substance" as now or hereafter defined
in. the Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended (42 U.S.C., Section 9601 et. seq.) ("CERCLA") or any regulations
promulgated under or pursuant to CERCLA; (b) any "hazardous waste" as now or hereafter
defined in the Resource Conservation and Recovery Act (42 U.S.C., Section 6901 et. seq.);
(c) any substance regulated by the Toxic Substances Control Act (15 U.S.C., Section 2601
et. Seq.); (d) gasoline, diesel fuel, or other petroleum hydrocarbons; (e) asbestos and
asbestos containing materials, in any form, whether friable or non -friable;
(f) polychlorinated biphenyls; and (g) any additional substances or material which: (i) is
now or hereafter classified or considered to be hazardous or toxic under Environmental
Requirements as hereinafter defined; (ii) causes or threatens to cause a nuisance on the
Property or adjacent property or poses or threatens to pose a hazard to the health or safety
of persons on the Property or adjacent property; or (iii) would constitute a trespass if it
emanated or migrated from the Property.
The term "Environmental Requirements" shall mean all laws, ordinances,
statutes, codes, rules, regulations, agreements, judgments, orders and decrees, now or
hereafter enacted, promulgated, or amended of the United States, the State of Florida,
Miami -Dade County, the City of Miami, or any other political subdivision, agency or
instrumentality exercising jurisdiction over the Seller or the Purchaser, the Property, or the
use of the Property, relating to pollution, the protection or regulation of human health,
natural resources, or the environment, or the emission, discharge, release or threatened
release of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances
or waste or Hazardous Materials into the environment (including, without limitation,
ambient air, surface water, groundwater, land or soil).
B. Disclaimer As To Environmental Matters.
The Property is being sold in "AS IS" condition. Purchaser acknowledges and
agrees that Seller has not made, does not make and specifically negates and disclaims any
representations, warranties (other than the warranties of title as set out in the documents
being delivered by the City to Purchaser at Closing), promises, covenants, agreements or
guaranties of any kind or character whatsoever, whether express or implied, oral or written,
(past, present, or future) of, as to, concerning or with respect to environmental or surface
or subsurface matters with reference to the Property, including, but not limited to: (a) the
value, nature, quality or condition of the Property, including, without limitation, the water,
minerals, soil and geology, (b) the compliance of or by the Property, or its operation with
any Environmental Requirements, (c) any representations regarding compliance with any
environmental protection, soil or water quality, pollution or land use, zoning or
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development of regional impact laws, rules, regulations, orders or requirements, including
the existence in or on the Property of Hazardous Materials.
Purchaser further acknowledges and agrees that it is being given the opportunity to
inspect the Property, and all relevant documents and records of the Seller as they relate to
the Property, if any, and other documents that may exist in the public records of the state,
county and/or city relating to the environmental condition of the Property as part of this
Agreement and that Purchaser is not relying upon any documents or representations made
by or on behalf of Seller, but that Purchaser is responsible to conduct its own investigation
of the Property.
Purchaser further acknowledges and agrees that any information provided or to be
provided with respect to the Property, if any, was obtained from a variety of sources and
that Seller has not made any independent investigation or verification of such information
and makes no representations as to the accuracy or completeness of such information but
Seller agrees that it will not intentionally withhold information and Seller will not
knowingly provide any false or misleading information. Seller is not liable or bound in
any matter by any oral or written statements, representations or information pertaining to
the Property, or the operation thereof, furnished by any agent, employee, servant or other
person, agency, or entity.
5. INSPECTIONS
A. Inspection Period. 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.
B. Inspection Indemnity. Notwithstanding anything contained in this Agreement to
the contrary, as consideration for the Seller granting a right of entry for the
Inspection, the Purchaser hereby specifically agrees to: (a) immediately pay or
cause to be removed any liens or encumbrances filed against the Property as a result
of any actions taken by or on behalf of Purchaser in connection with the Inspection;
(b) immediately repair and restore the Property to its condition existing; and
(c) indemnify, defend and hold harmless Seller, its employees, officials, officers
and agents, from and against all claims, damages or losses incurred by the Property,
or anyone on the Property as a result of the actions taken by the Purchaser, any of
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its employees, agents, representatives or contractors, or anyone directly or
indirectly employed by any of them or anyone for whose acts they may be liable,
with respect to the Inspection, regardless of whether or not such claim, demand,
cause of action, damage, liability, loss or expense is caused in part by Seller, its
employees, officers and agents, provided, however, Purchaser shall not be liable
for (i) the gross negligence or intentional misconduct of Seller, its employees,
officers and agents, or (ii) the mere discovery of any pre-existing conditions by
Purchaser as a result of its inspections or investigations (provided that any such
conditions are not exacerbated in a material respect by Purchaser). The provisions
of this indemnity and hold harmless shall survive the Closing or the termination of
this Agreement.
C�.�. Insurance. Prior to Purchaser entering upon the Property for purposes of
commencement of the inspections, Purchaser shall furnish to Seller the policy or
policies of insurance or certificates of insurance in such a form and in such
reasonable amounts approved by the City of Miami's Risk Management
Administrator protecting the City, during the course of such testing, against all
claims for personal injury and property damage arising out of or related to the
activities undertaken by the Purchaser, its agents, employees, consultants and
contractors, or anyone directly or indirectly employed by any of them or anyone for
whose acts they may be liable, upon the Property or in connection with the
inspections.
tj.1
D. Releases. Purchaser hereby voluntarily, intentionally and knowingly waives any
and all claims against the Seller for personal injury or property damage sustained
by the Purchaser, its employees, agents, contractors, or consultants arising out of or
related to the activities undertaken by the Purchaser, its agents, employees,
consultants and contractors upon the Property or in connection with the Inspection
and releases the Seller from any claims in connection therewith.
6. TERMINATION
A. Right of Termination. 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:
(a) 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 Overall Site or any applicable
portion thereof, then Purchaser shall have the right, in its sole discretion, to
terminate this Agreement and its obligations hereunder 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 Overall Site, and in such
event, this Agreement shall terminate as of the date City receives such
notice of termination and the Escrow Agent shall return the Deposit to
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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 Overall Site. Purchaser shall be deemed
to have waived its right to terminate the Agreement pursuant to this
provision if Purchaser does not notify City of such termination on or prior
to the expiration of the Inspection Period.
(b) Notwithstanding the foregoing, Purchaser shall be deemed to have
knowledge of matters disclosed in any environmental report obtained by
Purchaser prior to the Effective Date ("Existing Environmental
Reports").
Waiver and Release. In the event that Purchaser does not elect to terminate this
Agreement on or prior to the expiration of the Inspection Period, Purchaser
acknowledges and agrees that to the maximum extent permitted by law, the sale of
the Property as provided for herein is made on an "AS IS" condition and basis,
inclusive of all faults that may exist. Purchaser on behalf of itself and its successors
and assigns thereafter voluntarily, knowingly and intentionally waives, releases,
acquits, and forever discharges Seller, its heirs, and the successors and assigns of
any of the preceding, of and from any and all claims, actions, causes of action,
demands, rights, damages, costs, expenses or compensation whatsoever, direct or
indirect, known or unknown, foreseen or unforeseen, which Purchaser or any of its
successors or assigns now has or which may arise in the future on account or in any
tm.N way related to or in connection with any past, present, or future physical
characteristic or condition of the Property including, without limitation, any
-=p Hazardous Materials in, at, on, under or related to the Property, or any violation or
potential violation or any Environmental Requirement applicable thereto. In
addition, Purchaser thereafter specifically waives all current and future claims and
causes of action against Seller arising under CERCLA, RCRA, Chapters 376 and
402, Florida Statutes, and any other federal or state law or county regulation relating
to Hazardous Materials in, on, under or affecting the Property. Notwithstanding
anything to the contrary set forth herein, this release shall survive the Closing or
termination of this Agreement.
7. TITLE EVIDENCE
A. 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.
B. Without limiting Purchaser's right to perform investigations during the Inspection
Period, City acknowledges that Purchaser has obtained a title insurance
commitment (the "Commitment"), and such survey(s), lien letters and searches
required by its title agent (such lien letters and searches together with the
9
Commitment hereinafter collectively referred to as the "Title Evidence"), which
shows certain exceptions to title, including those matters listed on Schedule 2 (the
"Objectionable Existing Title Exceptions"). Purchaser shall have a period of
thirty (30) days from the Effective Date to examine title and notify Seller, in
writing, of any condition which renders the title unmarketable. Seller shall have no
obligation to cure title defects, it being understood and agreed that the Property is
being sold in "AS IS" condition. In the event that title examination reveals a
condition that renders title unmarketable or in Purchaser's opinion interferes with
Purchaser's intended use thereof, Purchaser may: (i) elect to accept such title that
Seller may be able to convey; or (ii) terminate this Agreement. Purchaser shall
have no other recourse in this regard. This Property is being sold in "AS IS"
condition as to title, without any representations and/or warranties made by Seller.
Notwithstanding the foregoing, City agrees to reasonably cooperate with Purchaser
to endeavor to cause the Objectionable Existing Title Exceptions to be released,
removed, or otherwise cured to Purchaser's reasonable satisfaction prior to Closing,
however, City shall not be obligated to engage in or initiate legal proceedings in
furtherance thereof. If any such Objectionable Existing Title Exceptions cannot be
cured prior to Closing and such Objectionable Existing Title Exceptions 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) accept title
subject to such Objectionable Existing Title Exceptions, or (b) terminate this
Agreement, in which case the Escrow Agent shall return the Deposit to Purchaser.
In the event of termination, both Purchaser and City shall be released of all
obligations under this Agreement (save and except for any obligations or terms that
expressly survive the termination of this Agreement).
C. If following the Inspection Period and prior to Closing, any new title conditions
arise, which were not identified on any Title Evidence 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) accept title subject to such additional exceptions,
or (b) terminate this Agreement, in which case the Escrow Agent shall return the
Deposit to Purchaser. In the event of termination, both Purchaser and City shall be
released of all obligations under this Agreement (save and except for any
obligations or terms that expressly survive the termination of this Agreement).
Notwithstanding the foregoing, City shall reasonably cooperate with Purchaser to
cause any new title conditions that arise following the Inspection Period and prior
to Closing to be released, removed, or otherwise cured to Purchaser's satisfaction
prior to Closing, however City shall not be obligated to engage in or initiate legal
proceedings in furtherance thereof.
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D. Notwithstanding the foregoing, Purchaser's proposed modifications and/or release
of the Title Exceptions 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 execution
of this Agreement is not intended to imply or require any specific outcome before
the City Commission relative to the Objectionable Existing Title Exceptions.
8. DISCLAIMER. OF WARRANTIES AS TO PROPERTY; "AS IS" CONVEYANCE
A. Purchaser is purchasing the Property in an "AS IS" condition and specifically and
expressly without any warranties, representations or guaranties, either express or
implied, of any kind, nature or type whatsoever from or on behalf of Seller. Without
in any way limiting the generality of the immediately preceding, and in addition to
the specific disclaimers set forth in Section 4 of this Agreement with respect to
Environmental Matters, Purchaser and Seller further acknowledge and agree that in
entering into this Agreement and purchasing the Property:
(a) Purchaser hereby acknowledges that Seller has not made, will not and does
not make any warranties or representations, whether express or implied,
with respect to the Property, its condition, the value, profitability, or
marketability thereof;
C'
. (b)
Purchaser acknowledges that with respect to the Property, Seller has not,
will not and does not make any warranties, whether express or implied, of
merchantability, habitability or fitness for a particular use or suitability of
the Property for any and all activities and uses which Purchaser may
conduct thereon;
(c) Purchaser acknowledges that Seller has not made, will not and does not
make any representations, whether express or implied, with respect to
compliance with any land use matter, developer impact fees or assessments,
zoning or development of regional impact laws, rules, regulations, orders or
requirements;
(d) Purchaser acknowledges that Purchaser has made and/or has been given an
adequate opportunity to make such legal, factual and other inquiries and
investigations as Purchaser deems necessary, desirable or appropriate with
respect to the Property, the value or marketability thereof and of the
appurtenances thereto. Such inquiries and investigations of Purchaser
include, but shall not be limited to, the condition of all portions of the
Property and such state of facts as an accurate abstract of title would show;
(e) Purchaser acknowledges that Purchaser has not relied, and is not relying,
upon any information, document, projection, proforma, statement,
representation, guaranty or warranty (whether express or implied, or oral or
written or material or immaterial) that may have been given by or made by
or on behalf of Seller;
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(f) Purchaser acknowledges that Seller has not made, will not make and does
not make any warranties or representations, whether express or implied, as
to any personalty on the Property, and specifically disclaims the warranty
of merchantability. Personal property, if any, is conveyed "AS IS" and
"with all faults."
B. The provisions of this Section shall survive the closing.
9. RESTRICTIONS, EASEMENTS AND LIMITATIONS
Subject to the rights and obligations of the Parties under Section 7 above, the
Purchaser agrees it shall take title subject to: any existing zoning, planning, restrictions,
prohibitions, and other requirements imposed by governmental authorities; all existing
restrictions and matters appearing on the public records as reflected on that certain title
commitment number 11688980, issued by Fidelity National Insurance Company, having
an effective date of November 1, 2024 including all recorded easements, and any matters
that would be disclosed on a survey of the property (hereinafter the "Permitted
Exceptions").
The Seller shall convey title to the Property by quitclaim deed (henceforth known
as the "Deed ") in accordance with applicable requirements of the Resolution, City Charter,
Code of the City of Miami, Florida, as amended, and the City Commission, subject to the
following limitations, which shall survive closing:
(a) In accordance with City of Miami Code of Ordinances Section 18-182(3),
in the event the Property ever becomes immune or exempt from the payment
of ad valorem taxes, the Phase Owner shall pay to the Seller an annual
payment which shall be equal to what the City would have received as ad
valorem taxes based on the valuation method employed by the Miami -Dade
County Property Appraiser. For avoidance of doubt, such annual payment
shall exclude any rnillages levied by all taxing authorities other than the
City of Miami.
(b) Pursuant to, and subject to the terms, conditions and limitations of Section
270.11 of Florida Statutes, Seller's reservation of rights in and to an
undivided three -fourths interest in, all the phosphate, minerals, and metals
that are or may be in, on, or under the Property and an undivided one-half
interest in all the petroleum that is or may be in, on, or under the Property,
provided that, Seller hereby expressly waives any and all right of entry in,
on or under the Property for the purpose of extracting or mining any such
phosphate, minerals or metals. Notwithstanding the foregoing, Seller
acknowledges that such rights were reserved by the State of Florida at the
time the Overall Site was conveyed to Seller, and the foregoing reservation
applies only to those rights not reserved by the State of Florida. In the event
that the Trustees release their reservations of phosphate, minerals, metals
and petroleum rights, then the City shall also release its reservation of rights.
In the event that the Trustees elect not to release their rights, then the City
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shall provide Purchaser with written confirmation, in a form reasonably
acceptable to Purchaser, that such reservations shall not interfere with
Purchaser's development of the Property or financing thereof.
City and Purchaser acknowledge and agree that the use and development of the
Residential Parcel into the Residential Project shall be subject to certain restrictions to
ensure compliance with those obligations set forth in this Agreement that are intended to
run with the land, as more particularly set forth in a Declaration of Restrictions, which shall
be entered into by City and Purchaser and recorded against the Residential Parcel at
Closing (the "Declaration"). City and Purchaser shall agree on the form of the Declaration
prior to Closing.
1.0. CLOSING DATE
The closing of the purchase and sale of the Residential Parcel (the "Closing") shall occur
on the date that is 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, 2027 (the "Outside Closing Date"),
Purchaser may (a) terminate this Agreement, in which case the Escrow Agent shall return
the Deposit to Purchaser or (b) extend the Outside Closing Date, on a month to month
basis, by increasing the amount of the Deposit by $25,000 per month for the first six months
of extension and $50,000 per month thereafter until such date that Closing occurs. In the
event of termination, both Purchaser and City shall be released of all obligations under this
Agreement (save and except for any obligations or terms that expressly survive the
termination of this Agreement).
11. CLOSING DOCUMENTS
A. At Closing, Seller shall execute and/or deliver to Purchaser the following:
(a) Quit -Claim Deed conveying the Residential Parcel and any improvements
thereon in their "AS IS, WHERE IS CONDITION," with any and all faults,
and in the form attached as Exhibit "B" attached hereto
(b) The Declaration;
(c) The Development Agreement;
(d) Evidence of termination of the Existing Lease;
(e) A memorandum of termination of the Existing Lease in recordable form and
otherwise reasonably acceptable to Purchaser and the Title Company (the
"Memorandum of Termination");
(f)
(g)
A Non -Foreign Affidavit in form and content reasonably acceptable to
Purchaser and the Title Company;
Closing Statement;
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(h) Such documents as are necessary in the opinion of the Title Company to
fully authorize the sale of the Property by Seller; and
Any other documents reasonably necessary to consummate the transaction
contemplated hereby.
The Deed shall be recorded immediately following recordation of the
-~- Memorandum of Termination. The Declaration and any recordable instruments
required in connection with the development of the Public Park shall be recorded
immediately following recordation of the Deed, with all such documents to be
recorded by City at the expense of Purchaser.
(i)
B. Purchaser's Closing Documents: At Closing, Purchaser shall execute and/or
deliver to Seller the following:
(a) The Declaration;
(b) The Development Agreement;
(c) Closing Statement;
(d) Such documents as are necessary to fully authorize the purchase of the
Property by Purchaser; and
(e) Any other documents reasonably necessary to consummate the transaction
contemplated hereby.
12. CLOSING COSTS AND ADJUSTMENTS
At Closing, the following items shall be borne, adjusted, prorated or assumed by or between
Seller and Purchaser as follows:
A. Adjustments and Prorations.
(a)
Real Estate Taxes: No representation whatsoever is made as to taxes
assessed on the property after closing.
(b) Certified/Pending Liens: Pending liens as of the Closing Date shall be
assumed by Purchaser.
(c) Other Charges, Expenses, Interest, Etc.: Other fees, assessments, water and
sewer charges, waste fee and fire protection/life safety, utility connection
charges, if applicable, shall be prorated, and paid by Purchaser.
(d) Usual and Customary: Such other items that are usually and customarily
pro -rated between purchasers and sellers of properties in the area where the
Property is located shall be prorated at closing. All pro -rations shall utilize
the 365-day method, and paid by Purchaser.
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B. Closing Costs.
(a) Each Party shall be responsible for its costs and attorney's fees relating to
this Agreement and the Closing.
(b) Purchaser shall pay all closing and recording costs incurred in connection
with the sale and purchase of the Property described in this Agreement,
including, but not limited to:
i. Documentary stamps tax and surtax;
ii. All recording charges and/or filing fees payable in connection with
the transfer of the Property hereunder;
iii. All amounts necessary to provide Seller with a certified copy of the
recorded deed.
iv. 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 $17,700,000 repayment to the City
described in the Community Benefits (as defined below).
13. DEFAULT
(a) If this transaction does not close as a result of default by Seller, Purchaser
as and for its sole and exclusive remedy, shall have the right to:
(i) terminate this Agreement and receive the return of the Deposit; (ii) seek
specific performance of Seller's obligations under this Agreement, or (iii)
waive any such conditions or defaults and to consummate the transactions
contemplated by this Agreement in the same manner as if there had been no
conditions or defaults and without any reduction in the Purchase Price and
without any further claim against Seller.
(b) If this transaction does not close as a result of default by Purchaser, Seller,
as and for its sole and exclusive remedy, shall have the right to terminate
this Agreement. Upon such termination, the Seller shall be entitled to the
Deposit including all interest earned, as liquidated damages and not as a
penalty or forfeiture, actual damages being difficult or impossible to
measure, and the Parties hereto shall be relieved of all further obligation and
liability hereunder; provided, however, that nothing contained in this
Section shall limit Seller's rights to enforce Purchaser's obligations that
survive the termination of this Agreement, including, specifically,
Sections 4, 5 and 6 of this Agreement.
14. COMMUNITY BENEFITS
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The Parties acknowledge and agree that in addition to the Purchase Price, Purchaser shall
provide the following community benefits, as further defined in Schedule 3 (the
"Community Benefits"), which shall be incorporated, in materially the form attached
hereto, into the Development Agreement, which shall be subject to approval by the City
acting in its regulatory capacity in accordance with applicable law:
A. 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) $7,500,000 within thirty (30) days after issuance of the master building
=A permit for the first Phase; and (B) $7,500,000 within thirty (30) days after issuance
of the master building permit for the second Phase.
!-.
CDBG Loan Payment. At Closing, Purchaser shall pay to the City approximately
$17,700,000 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.
City Marine Facilities. An allowance of $700,000 for the construction of the City
Marine Facilities. For purposes hereof, "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.
D. 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 scope of the additional public facilities such that
they can be constructed for less than the amount of the allowance.
E. 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.
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F. Watson Island Fire Station. Purchaser shall pay $5,000,000 to the City for the
construction of a new fire station on Watson Island by the later of (i) thirty (30)
days after the issuance of a Certificate of Occupancy for the Public Park
Improvements (as such terms are defined in Schedule 3) and (ii) the approval, by
the City Commission, of the location, project budget, and funding plan for the new
fire station.
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 Redevelopment.
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 Redevelopment 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 or in Schedule 3 to the contrary, any of the Community
Benefits identified in subsections (C) and (D) above (and Sections 3(C) and 3(D) in
Schedule 3), may, upon agreement of the Parties, be replaced prior to Closing with other
community benefits of equal value, and in the event that the City, acting in its regulatory
capacity in connection with the necessary zoning approvals for the Redevelopment,
requires any additional or conflicting community benefits as a condition of such approvals
(including, but not limited to, the payment of Public Park impact fees), the Community
Benefits set forth above and in Schedule 3 shall be modified to conform to such approvals
and to ensure that the total value of Community Benefits provided is neither increased nor
decreased.
15. RISK OF LOSS
The Purchaser assumes all risk of loss or damage to the Property by fire or other casualty,
or acts of God, as of the Effective Date.
16. ASSIGNMENT
This Agreement is assignable to the tenant under the Ground Lease without Seller's
consent.
1.7. INDEMNIFICATION
Purchaser for itself, its grantees, personal representatives, successors, assigns, agents,
employees, and contractors, expressly and unequivocally agrees to defend, indemnify, and
hold harmless the Seller, and its officers, officials, directors, employees, personnel,
volunteers, agents, assigns, successors, representatives, attorneys, contractors, and all other
17
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persons, entities, organizations, instrumentalities, and corporations affiliated therewith
from and of any and all assertions, demands, suits, causes of action, or claims of any
nature, all damages, losses, liabilities, damage and/or loss to any property, expenses, costs
(including, without limitation, court costs and attorney's fees, at all levels of proceedings
[administrative, trial, and appellate levels] for any and all defense, investigation, or
processing thereof whatsoever), judgments, orders, decrees, and settlements in any way
based on, arising from, relating to, incidental to, or in connection with, directly or
,indirectly, in whole or in part, any third -party challenges to the validity of this
Agreement. Seller shall promptly notify Purchaser, in writing, of any claim, suit or
%e',roceeding brought against Seller by a third party. Purchaser shall have sole control over
kar y claim, suit or proceeding brought against Seller by a third party (including, without
;agitation, the selection of counsel and the right to settle on behalf of Seller on any terms
Chat Purchaser deems desirable in the sole exercise of its discretion, provided that any
S'tlement which requires Seller to pay any money or admit any fault (without adjudication)
lsa'
c II be subject to Seller's prior written approval, with such approval not to be
'unreasonably withheld. Notwithstanding the foregoing, Seller may, at its sole and own
::-.-cost, retain separate counsel and participate in the defense or settlement negotiations. Seller
Shall provide to Purchaser such assistance and cooperation as Purchaser may reasonably
request from time to time in connection with Purchaser's defense of any claim, suit or
proceeding brought against Seller by a third party. Purchaser expressly understands and
agrees that any insurance protection required by this Agreement or otherwise provided by
Purchaser shall in no way limit the responsibility to indemnify, keep, and save harmless
and defend Seller as herein provided. The provisions of this indemnity and hold harmless
shall survive the Closing or the termination of this Agreement.
18. DESIGNATION OF REPRESENTATIVES
Purchaser and Seller acknowledge that proper communication between Purchaser and
Seller is important. Accordingly, to facilitate such communication, the Purchaser and
Seller have appointed the following persons on their respective behalves to be their
representatives, to wit:
On behalf of Seller:
City of Miami
City Manager
444 S.W. 2nd Avenue, 10th Floor
Miami, Florida 33130
City of Miami
Director
Department of Real Estate &
Asset Management
14 N.E. 1st Avenue, 2nd Floor
Miami, FL 33132
Telephone: (305) 416-1458
On behalf of Purchaser:
ECORESILIENCY MIAMI LLC
3310 Mary Street, Suite 302 Coconut Grove,
FL 33133 Attn: David Martin
Email: dmartin@terragroup.com
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City Attorney
444 S.W. 2nd Avenue, 9thFloor
Miami, FL 33130
Telephone: (305) 416-1800
19. NOTICES
u)
All notices or other communications which may be given pursuant to this Agreement shall
be in writing and shall be deemed properly served if delivered by personal service or by
certified mail addressed to Seller and Purchaser at the address indicated herein. Such notice
shall be deemed given on the day on which personally served; or if by certified mail, on
the fifth day after being posted or the date of actual receipt, whichever is earlier. Other
communications which may be given pursuant to this Agreement shall be in writing and
shall be deemed given upon hand delivery or five (5) business days after depositing the
same with the U.S. Postal Service to the addresses indicated below:
Seller:
®@ii of Miami
Manager
k@ S.W. 2"d Avenue, 10th Floor
',Miami, Florida 33130
opy To:
Director
Department of Real Estate &
Asset Management
14 N.E. 1st Avenue, 2nd Floor
Miami, FL 33132
City Attorney
444 S.W. 2"d Avenue, 9thFloor
Miami, FL 33130
20. CAPTIONS AND HEADINGS
Purchaser:
ECORESILIENCY MIAMI LLC
3310 Mary Street, Suite 302
Coconut Grove, FL 33133
Attn: David Martin
Email: dmartin@terragroup.com
Copy To:
Greenberg Traurig, P.A.
333 SE 2 Avenue, 44th Floor
Miami, Florida 33131
Attn: Ricardo L. Fraga, Esq.
Email: fragar@gtlaw.com
The Section headings or captions appearing in this Agreement are for convenience only,
are not part of this Agreement, and are not to be considered in interpreting this Agreement.
21. BINDING EFFECT
This Agreement shall bind and inure to the benefit of the Parties hereto and their successors
in interest.
22. GOVERNING LAW; VENUE
19
This Agreement shall be governed according to the laws of the State of Florida and venue
in any proceedings shall be in Miami -Dade County, Florida.
23. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original but all of which shall constitute one and the same Agreement.
24. WAIVERS
No waiver by either Party of any failure or refusal to comply with its obligations shall be
deemed a waiver of any other or subsequent failure or refusal to comply. All remedies,
rights, undertaking, obligations and agreement contained herein shall be cumulative and
not mutually exclusive.
25. SURVIVAL OF REPRESENTATIONS/WARRANTIES
All relevant terms of this Agreement shall survive the Closing and be enforceable by the
respective Parties until such time as extinguished by law.
26. PARTIAL INVALIDITY
in the event that any provision of this Agreement shall be unenforceable in whole or in
part, such provision shall be limited to the extent necessary to render same valid, or shall
be excised from this Agreement, as circumstances require, and this Agreement shall be
construed as if said provision had been incorporated herein as so limited, or as if said
provision had not been included herein, as the case may be.
27. WAIVER OF TRIAL BY JURY; ATTORNEY'S FEES
The Parties hereby knowingly, voluntarily and intentionally waive any right they may have
to a trial by jury and/or to file permissive counterclaims and/or to claim attorney fees from
the other parties in respect to any litigation arising out of, under or in connection with this
Agreement, or any course of conduct, course of dealing, statements (whether oral or
written) or actions of any Party hereto. This provision is a material inducement for
Purchaser and Seller entering into this Agreement.
L _F
.1 TIRE AGREEMENT
::Agreement contains the entire agreement between the Parties. There are no promises,
agreements, undertakings, warranties or representations, oral or written, express or
irijlied, between the Parties other than as herein set forth. No amendment or modification
'f tthis Agreement shall be valid unless the same is in writing and signed by the City
&riager on behalf of the Seller and by the Purchaser. This Agreement has been submitted
to: the scrutiny of all. Parties hereto and their respective counsel, and shall be given a fair
kid reasonable interpretation in accordance with the words hereof, without consideration
or weight being given to its having been drafted by any Party hereto or its counsel.
20
Len
31;)
6,.E
29. TIME IS OF THE ESSENCE
Time is of the essence of this Agreement and in the performance of all conditions and
covenants to be performed or satisfied by either Party hereto. Whenever a date specified
herein shall fall on a Saturday, Sunday or legal holiday, the date shall be extended to the
next succeeding business day.
30. CONFLICT OF INTEREST
If any individual member, or an employee, or an immediate family member of the
Purchaser is also a member of any board, commission, or agency of the City, that individual
is subject to the conflict of interest provisions of the City Code, Section 2-611. The Code
states that no City officer, official, employee or board, commission or agency member, or
a spouse, son, daughter, parent, brother or sister of such person, shall enter into any
contract, transact any business with the City, or appear in representation of a third party
before the City Commission. This prohibition may be waived in certain instances by the
affirmative vote of 4/5 of the City Commission, after a public hearing, but is otherwise
strictly enforced and remains effective for two years subsequent to a person's departure
from City employment or board, commission or agency membership.
471
A letter indicating a conflict of interest for each individual to whom it applies must
-accompany the submission of this Purchase and Sale Agreement. The letter must contain
thoThazne of the individual who has the conflict; the relative(s), office, type of employment
CNJ loT either situation which may create the conflict; the board on which the individual is or has
fired; and the dates of service.
EEIFECTIVE DATE / CONDITIONS TO EFFECTIVENESS
CD
A. The effective date (the "Effective Date") of this Agreement shall be the date on
which the last Party to this Agreement executes said Agreement and Purchaser has
been notified in writing of the approval, which shall not occur until after the
approval of the purchase and sale of the Residential Parcel and other required
project documents by four -fifths vote of the City Commission in accordance with
the amendment to Section 29-C of the City Charter approved by referendum by the
voters of the City of Miami in the November 5, 2024, referendum election.
32. NO DISCRIMINATION
The Purchaser shall not unlawfully discriminate in its performance of this Agreement or
use of the Property.
33. RADON GAS DISCLOSURE.
RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT, WHEN
IT HAS ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES, MAY
PRESENT HEALTH RISKS TO PERSONS WHO ARE EXPOSED TO IT OVER
TIME. LEVELS OF RADON THAT EXCEED FEDERAL AND STATE
GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN FLORIDA.
21
E
ADDITIONAL INFORMATION REGARDING RADON AND RADON TESTING
MAY BE OBTAINED FROM YOUR COUNTY PUBLIC HEALTH UNIT.
[Signatures appear on next page]
Exhibit and Schedule List
Exhibit "A": Legal Description of Overall Site
Exhibit "A•-1": Legal Description of Residential Parcel
Exhibit "B": Deed
Schedule 1: Depiction of Residential Parcel and Public Park Parcel
Schedule 1(a.): ResidentialProject Development Provisions
Schedule 1(b): Public Park Development Provisions
Schedule 2: Objectionable Existing Title Exceptions
Schedule 3: Community Benefits Provisions
22
Utj
ct
IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement,' as of
the day and year first above written.
t()
L.L.; •
0")
Todd B. Hannon, City Clerk
"SELLER"
Executed by CITY OF MIAMI, a municipal
corporation of the State of Florida
By:
Arthur Noriega V, City Manager.
Date:
APFROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND
CORRECTNESS:
George K. Wysong, 111
• - City Attorney
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
REQUIREMENTS:
David Ruiz, Interim Director
Risk Management Administrator
The foregoing instrument was acknowledged before me, by means of 1.1 physical presence
or E online notarization, this day of , by Arthur Noriega V, as City Manager
for the City of Miami, a municipal corporation of the State of Florida, who is [1 personally known
to me or [] who produced the following identification:
(NOTARY PUBLIC SEAL)
Notary Public
(Printed, Typed or Stamped Name of Notary Public)
Commission No.:
My Commission Expires:
23
"PURCHASER"
Executed by ECORESILIENCY MIAMI
LLC, a Delaware limited liability company
By:
David Martin, Manager
Date:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me, by means of 0 physical presence
or El online notarization, this day of , by David Martin, as Manager of
ECORESILIENCY MIAMI LLC, a Delaware limited liability company, on behalf of the
company, .who is ] personally known to me or [] who produced the following identification:
(NOTARY PUBLIC SEAL)
Notary Public
(Printed, Typed or Stamped Name of Notary Public)
Commission No.:
My Comtnission Expires:
24
P SI
ICE
PARCELQi e'
EXHIBIT "A"
2 I 1;.9 lareAL DESCRIPTION OF OVERALL SITE
That portion of WATSON ISLAND lying and being in Sections 31 and 32, Township 53 South,
Range 42 East, being more particularly described as follows:
Commence at a point known. as P.T. STATION 25+50 of the official map of location and survey
of a portion of Section 8706, designated as a part of State Road A-1-A in Dade County, Florida
as recorded in Plat Book 56 at Page 71 of the Public Records of Dade County, Florida, said Point
being the point of tangency of the centerline of the rnost Northerly curve of General Douglas
Macarthur Causeway, running Southeastwardly from the Northwesterly corner. of Watson Island
and having a radius of 1432.69 feet and a central angle of 62 degrees 00 minutes 00 seconds;
thence run North 60 degrees 52 minutes 45 seconds East, along the Northeasterly prolongation of
the radial line of the above mentioned curve for a distance of 670.74 feet to the Point of
Beginning of the parcel to be described. (Said point being also the Point of Beginning of lease
area 1 Miami Yacht Club; thence South 09 degrees 52 minutes 53 seconds East, along the
Southwesterly line of said lease area 1 and its Southeasterly extension for 857.30 feet; thence
South 60,degrees 52 minutes 45 seconds West, for 223.24 feet to its intersection with a line
parallel and 100 feet Northeasterly of the most Northerly right-of-way line of said Macarthur
Causeway; thence North 29 degrees 07 minutes 15 seconds West, parallel to said right-of-way
for 1100.97 feet to a point of tangency; (A) thence along a tangential curve concave to the
Southwest having a radius of 800.00 feet, a central angle of 25 degrees 16 minutes 16 seconds
for an arc distance of 352.85 feet, thence South 90 degrees 00 minutes 00 seconds West for 94.95
feet to its intersection with the Northerly right-of-way line of said Macarthur Causeway and a
circular curve concave to the Southwest, said point bears South 41 degrees 51 minutes 52
seconds West from its center; (B) thence along said curve having for its elements a radius of
1090.64 feet, a central angle of 6 degrees 47 minutes 18 seconds for an arc distance of 129.22
feet to a point of compound curvature; (C) thence along a compound curve concave to the
Southwest having for its elements a radius of 1441.25 feet, a central angle of 20 degrees 27
minutes 49 seconds for an arc distance of 514.75 feet; (D) thence North 34 degrees 54 minutes
16 seconds East for 338.29 feet; thence South 55 degrees 05 minutes 44 seconds, East for 726.47
feet to its intersection with the approximate shoreline of Biscayne Bay; thence continue along
said shoreline for the following eight courses (1) South 88 degrees 21 minutes 37 seconds East
for 63.38 feet; (2) thence South 86 degrees 09 minutes 34 seconds East for 68.47 feet; (3) thence
South 82 degrees 33 minutes 21 seconds East for 131.22 feet; (4) thence South 72 degrees 18
minutes 34 seconds East for 87.21 feet; (5) thence South 69 degrees 29 minutes 02 seconds East
for 102.34 feet; (6) thence South 67 degrees 53 minutes 24 seconds East for 82.52 feet; (7)
thence South 69 degrees 05 minutes 26 seconds East for 94.62 feet; (8) thence North 80 degrees
40 minutes 44 seconds East for 46.77 feet to its intersection with the Southwesterly line of said
lease Area 1; thence South 08 degrees 07 minutes 15 seconds East along said line for 288.12 feet
to the Point of Beginning and there terminating.
LESS AND EXCEPT:
afs f jqR �
That portion of WATSON ISLAND lying and being in Sections 31 and 32, Township 53 South,
Range 42 East described as follows:
1;35
Commence at a point known as P.T. STATION 25 + 50 of the official triad', llocki and C.l_
survey of a portion of Section 8706 designated as a part of State Road A-1 A rn Miarnitia�Cle
County, Florida as recorded in Plat Book 56 at Page 71 of the Public Records of Dade County,
Florida, said point being the point of tangency of the centerline of the most northerly curve of
General Douglas MacArthur Causeway, running southeasterly from the northwesterly corner of
Watson Island and having a radius of 1432.69 feet and a central angle of 62 degrees 00 minutes
00 seconds; thence North 60 degrees 52 minutes 45 seconds East, along the northeasterly
prolongation of the radial line of the above mentioned curve for a distance of 130.00 feet to a
point on the easterly right-of-way line of said MacArthur Causeway as recorded in Official
Records Book 18018yat Page 1171 and Official Records Book 18699, at Page 1236 of the Public
Records of Dade County, Florida; thence North 29 degrees 07 minutes 15 seconds West, along
said right-of-way line, 256.28 feet to a point of curvature of a curve concave to the southwest;
thence northwesterly along the arc of said curve, having a radius of 926.00 feet and a central
angle of 25 degrees 46 minutes 26 seconds, a distance of 416.55 feet; thence North 54 degrees 53
minutes 41 seconds West, 3.51 feet to the Point of Beginning; thence continue North 54 degrees
53 minutes 41 seconds West, 157.45 feet to a point of curvature of a curve concave to the
southwest; thence northwesterly along the arc of said curve, having a radius of 1454.25 feet and
a central angle of 16 degrees 22 minutes 32 seconds, a distance of 415.64 feet; thence North 18
degrees 43 minutes 47 seconds East, radially to the last and next described curves, a distance of
4.77 feet to a point on a non -tangent curve, concave to the southwest; thence northwesterly along
the arc of said curve, having a radius of 1459.02 feet and a central angle of 03 degrees 50
minutes 38 seconds, a distance of 97.89 feet (the preceding six courses and distance being
coincident with the easterly and northeasterly right-of-way line of said MacArthur Causeway as •
recorded in Official Records Book 18018 at Page 1171 and Official Records Book 18699, at
P.se1236, of the Public Records of Dade County); thence South 34 degrees 54 minutes 16
seconds West, 18.80 feet to a point of curvature of a non -tangent curve concave to the southwest
(a radial line to said point bears North 14 degrees 36 minutes 45 seconds East); thence
southeasterly along the arc of said curve, having a radius of 1441.25 and a central angle of 20
degrees 27 minutes 49 seconds, a distance of 514.75 feet to a point of compound curvature of a
curve concave to the southwest; thence southeasterly along the arc of said curve, having a radius
of 1090.64 feet and a central angle of 06 degrees 47 minutes 18 seconds, a distance of 129.22
feet; thence North 90 degrees 00 minutes 00 seconds East, 35.33 feet to the Point of Beginning.
TOGETHER WITH THE FOLLOWING LANDS:
That portion of WATSON ISLAND lying and being in Sections 31 and 32, Township' 53 South,
Range 42 East, described as follows:
Commence at a point known as P.T. STATION 25+50 of the official map of location and survey
of a portion of Section 8706, designated as a part of State Road A-1-A Dade County; Florida as
recorded in Plat Book 56, Page 71 of the Public Records of Miami -Dade County, Florida, said
point being the point of tangency of the centerline of the most northerly curve of General
Douglas MacArthur Causeway, running southeasterly from the northwesterly corner of Watson
Island and having a radius of 1432.69 feet and a central angle of 62 degrees 00 minutes 00
seconds; thence North 60 degrees 52 minutes 45 seconds East, along the northeasterly
prolongation of the radial line of the above mentioned curve for a distance of 670.74 feet; thence
South 09 degrees 52 minutes 53 seconds East, 387.30 feet to the Point of Beginning; thence
continue South 09 degrees 52 minutes 53 seconds East, 470.00 feet; thence North 60 degrees 52
minutes 45 seconds East, 30.75 feet; thence North 08 degrees 45 minutes 06 seconds West, 49.29
feet; thence North 09 degrees 52 minutes 53 seconds West, 180.24 feet; thence North 13 degrees
41 minutes 45 seconds West, 134.32 feet; thence North 13 degrees 41 minutes 15 seconds West,
94.07 feet; thence South 89 degrees 32 minutes 37 seconds West, 15.03 feet to the Point of
Beginning.
PARCEL II
TOGETHER WITH Non -Exclusive Easements and rights in real property in favor of Parrot
Jungle and Gardens of Watson Island, Inc. created in the Lease, to wit:
Easements (i) for the temporary use of Watson Island during construction of leasehold
improvements by Lessee on the Subject Property, (ii) in favor of Lessee, on a non-exclusive
basis, for installation, operation, maintenance, repair, replacement, relocation and removal of
utility facilities such as water lines, fire lands, gas mains, electrical power lines, telephone lines,
storm and sanitary sewers and other utility lines and facilities, including reasonable rights of
ingress and ingress; (iii) for the non-exclusive right and easement for unobstructed vehicular
access to and from the Subject Property to MacArthur Causeway; (iv) for the non-exclusive right
of Lessee to use portions of Watson Island, which Watson Island is depicted by sketch in the
Lease ("Watson Island"), in common with the public, subject to the Lessor's right to restrict
portions of Watson Island for reasonable periods during special events, for the unobstructed
pedestrian access to and from the Subject Property by Lessee, subtenants and their employees,
agents, customers and invitees to all of the public areas of Watson Island; (v)for the reasonable
right and easement to enter onto those portions of Watson Island for the purpose of performing
maintenance and repairs to the Lessee's Leasehold Improvements; and (vi) for the non-exclusive
rights and easements for installation, maintenance, repair and replacement of utility facilities and
for pedestrian and vehicular access to and from the adjacent portions of Watson Island to the
Subject Property as such locations as may be approved by the Lessor from time to time.
EXHIBIT "A-1"
LEGAL DESCRIPTION OF RESIDENTIAL PARCEL
That portion of WATSON ISLAND lying and being in Sections 31 and 32, Township 53 South,
Range 42 East, being more particularly described as follows:
Commence at a point known as P.T. STATION 25 + 50 of the official map of location and
survey of a. portion of Section 8706 designated as a part of State Road A-1-A in Miami -Dade
County, Florida as recorded in Plat Book 56 at Page 71 of the Public Records of Dade County,
Florida; thence N 60°52'45" E for 165.00 feet, the following two (2) courses being along the
Northeasterly right of way line of General Douglas MacArthur Causeway; 1) thence S 29°07'15"
E for 152.11 feet to the Point of Beginning; 2) thence continue S 29°07'15" E for 657.31feet;
thence N 60°52'45" E for 223.24 feet; thence N 60°52'45" E for 30.75 feet; thence N 08°45'06"
W for 49.29 feet; thence N 09°52'53" W for 180.24 feet; thence N 13°41'45" W for 134.32 feet;
thence N 13°41'15" W for 94.07 feet; thence S 89°32'37" W for 15.03 feet; thence N 09°52'53"
W for 226.20 feet; thence S 60°52'45" W for 452.65 feet to the Point of Beginning.
rn
Prepared by and upon recordation
Return to:
Ricardo L. Fraga, Esq.
Greenberg Traurig, P.A.
33 SE 2nd Avenue, 44th Floor
Miami, Florida 33131
EXHIBIT "B"
DEED
QUIT CLAIM DEED
()
THIS INDENTURE, made and executed this _ day of , 20, by City -of MiImi,
a municipal corporation of the State of Florida, whose mailing address is 444 SW 2nd Avenue,
Miami, Florida 33130-1910 ("Grantor") to Ecoresiliency Miami LLC, a Delaware limited
liability company, whose mailing address is 3310 Mary Street, Suite 302 Coconut Grove, FL
33133 ("Grantee").
WITNESSETH:
THAT Grantor, for and in consideration of the sum of Ten Dollars ($10.00) and other
valuable consideration, the receipt and adequacy of which is hereby acknowledged, hereby grants,
bargains, sells, aliens, remises, releases, conveys and confirms unto Grantee, certain real property
located in Miami -Dade County, Florida ("Property") which is more particularly described on
Exhibit "A" attached hereto and by this reference made a part hereof.
TOGETHER with all the easements, tenements, hereditaments and appurtenances thereto
belonging or in anywise appertaining; and
TO HAVE AND TO HOLD, the same in fee simple forever.
[Grantor is not making any reservation of interest in or title to any phosphates, minerals,
metals or petroleum, pursuant to FS 270.11.
--OR-
Pursuant to, and subject to the terms, conditions and limitations of Section 270.11 of
Florida Statutes, Seller reserves all rights in and to an undivided three -fourths interest in, all the
phosphate, minerals, and metals that are or may be in, on, or under the Property and an undivided
one-half interest in all the petroleum that is or may be in, on, or under the Property, provided that,
Seller hereby expressly waives any and all right of entry in, on or under the Property for the
purpose of extracting or mining any such phosphate, minerals or metals.]
[In accordance with City of Miami Code of Ordinances Section 18-182(3), in the event the
Property ever becomes immune or exempt from the payment of ad valorem taxes, the Grantee, or
any of Grantee's assigns, heirs, or successors, shall pay to the Grantor, an annual payment which
shall be equal to what the Grantor would have received as ad -valorem taxes based on the valuation
method employed by the Miami -Dade County Property Appraiser.] [To be revised prior to Closing
as may be necessary to conform to condominium structure and address clarifications reasonably
required by lenders, provided that the provision, as revised, shall maintain compliance with Section
18-182(3) of the City Code.]
TO HAVE AND TO HOLD, the same together with all and singular tenements,
hereditaments and appurtenances thereto belonging or in anywise appertaining, and all the estate,
right, title, interest, lien, equity, and claim whatsoever of the Grantor, either in law or in equity, to
the use, benefit and behalf of the Grantee forever.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
[SIGNATURE PAGE TO QUIT CLAIM DEED]
IN WITNESS WHEREOF, the Grantor has caused this Quit Claim Deed to be executed
the day and year first above written.
WITNESSES: CITY OF MIAMI, a municipal
corporation of the State of Florida
Witness
Print Name:
Address:
Witness
Print Name:
Address:
APPROVED AS TO LEGAL FORM
CORRECTNESS:
George K. Wysong, III
City Attorney
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
By: Arthur Noriega V, City Manager
Attest By:
Todd B. Hannon, City Clerk
t"r
C-„, C�'1
r•._x
rrr1
The foregoing instrument was acknowledged before me, by means of ❑ physical presence
or El online notarization, this day of , , by Arthur Noriega V, as City Manager
for the City of Miami, a municipal corporation of the State of Florida, who is [ ] personally known
to me or [ ] who produced the following identification:
(NOTARY PUBLIC SEAL)
Notary Public
(Printed, Typed or Stamped Name of Notary Public)
Commission No.:
My Commission Expires:
Schedule 1
Depiction of Residential Parcel and Public Park Parcel
Schedule 1(a)
Residential Project Development Provisions
(see attached)
2025 JUL 21
:,h t 11 1— Residential Development Provisions)
S tto; I ;.. PiterV6K Conflicts. This Exhibit is intended to govern the development of the
Residental'Irojecli'(fail, efined below). In the event of a conflict between terms or conditions set
forth in this Exhibit and the terms or conditions in another portion of the Development Agreement
(the "Development Agreement") between Ecoresiliency Miami LLC, a Delaware limited liability
company ("Developer") and the City of Miami, a municipal corporation and a political subdivision
of the State of Florida ("City"), the provisions of this Exhibit will govern and control.
Section 2. Definitions. Capitalized terms not otherwise defined by this Exhibit shall have the
meaning set forth in the Development Agreement. The following terms shall apply to this Exhibit:
"Affiliate" means an entity that is controlled by, or under common control with, Developer,
and that is at least ten percent (10%) owned, directly or indirectly, by Developer or
Developer's principals (for the avoidance of doubt, if Developer or Developer'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).
"Applicable Law(s)" shall mean all Federal, Florida, City of Miami and Miami -Dade
County laws, ordinances, regulations, orders, judgments, decrees and injunctions that are
applicable to the Residential Property or the Parties from courts having jurisdiction over
the Residential Property and the Parties, rules, and requirements of Federal, State of Florida
and local boards and agencies with jurisdiction over the Residential Property and Parties,
now existing or hereafter enacted, amended, adopted, foreseen and unforeseen, ordinary
and extraordinary, which are applicable to the Parties or the Residential Property or any
part of it, but only to the extent so applicable.
"Business Days" shall mean Monday through Friday, excluding legal holidays in the City
of Miami, Florida. Unless otherwise identified as Business Days, any reference to days
shall refer to calendar days.
"Certificate of Occupancy" shall mean a certificate of occupancy, temporary certificate
of occupancy, or similar approval authorizing the use and occupancy of all or a portion of
the Residential Project.
"City Manager" shall mean the Chief Administrative Officer of the City.
"City Property" shall mean the approximately 13.3 acres of upland waterfront property in
and around Watson Island, which includes approximately 2.4 acres of submerged lands in
Biscayne Bay, shown and legally described in Exhibit "1" attached hereto.
"Code" shall mean the Code of Ordinances of the City of Miami, Florida, as amended
from time to time.
1 Conform to Development Agreement prior to execution.
1
Lnstruction Work" shall mean any and all construction work performed by Residential
€ VDeveloper, its contractors, subcontractors, agents or employees relating to or in connection
,with this Exhibit.
"Force Majeure" shall mean actual delays beyond the reasonable control of a Party
required to perform, which shall include delays due to acts of God; floods; fires; unusually
inclement weather conditions, tropical storms, tornados, hurricanes; sinkholes; casualty;
any act, neglect or failure to timely perform of or by one Party that causes the other Party
to be delayed in the performance of any of its obligations hereunder; war; enemy action;
civil disturbance; acts of terrorism; sabotage; restraint by court or public authority;
governmental moratorium; governmentally mandated shutdowns or work limitations
(including shutdowns or limitations relating to actual or potential archaeological
resources); the declaration of a state of emergency by governmental authority having
jurisdiction; injunctions resulting from litigation or administrative challenges by third
parties to the approval of the Development Agreement by the City of Miami or the
execution or performance of Developer or Residential Developer or the procedures leading
to its execution by Developer and City; extraordinary and widespread shortages of material
or labor without reasonable substitutions available, moratoriums or other delays relating to
Applicable Laws; extraordinary delays in obtaining governmental approvals or permits or
inspections beyond the reasonable control of Residential Developer (for the avoidance of
doubt, timeframes reasonably anticipated for governmental approvals consistent with such
government entity's past practice shall not be considered an extraordinary delay);
governmentally -declared epidemics, pandemics, quarantines; any occurrence which makes
it illegal or impossible for Residential Developer to perform its applicable obligations
under this Exhibit (provided Residential Developer takes immediate steps to perform in a
legal manner that accomplishes the purposes of this Exhibit); and/or delays due to site
conditions discovered during construction; and/or extraordinary delays due to unknown
site conditions discovered after the Effective Date of the Development Agreement (e.g.,
indigenous peoples burial grounds or other protected archeological conditions,
environmental contamination, geothermal systems); relocation of utilities,
communications lines or cabling not subject to a recorded easement which requires
extraordinary efforts which could not otherwise be accommodated in the existing
construction timeframes; the requirement by governmental authority of off -site
improvements which requires extraordinary efforts which could not otherwise be
accommodated in the existing construction timeframes; or other similar extraordinary
events or conditions beyond the reasonable control of a Party despite the use of best efforts
and substitutions as may reasonably be available. Neither Party shall be entitled to claim
Force Majeure for events caused, directly or indirectly, by the claiming Party or by
individuals or entities under its control. Force Majeure is not intended to include any
contract dispute between Residential Developer and its contractors, employees, or agents.
A Force Majeure event shall serve to extend any applicable deadline under this Exhibit
only to the extent written notice thereof is provided to the other Party within ten (10)
Business Days after the party claiming delay has reasonably concluded that such event
constitutes an event of Force Majeure. For the avoidance of doubt, the mere occurrence of
2
the one of the foregoing events (such as a statewide declaration of emergency) shall not
constitute an event of Force Majeure except to the extent such event actually and directly
results in a delay in performance, and the notice required by the preceding sentence shall
include an explanation of how the claimed event of Force Majeure has actually delayed or
will actually delay performance.
"Lender" shall mean a Federal or State bank, savings bank, association, savings and loan
association, credit union, commercial bank, foreign banking institution, trust company,
family estate or foundation, insurance company (whether foreign or domestic), pension
fund, a real estate investment trust, an entity that qualifies as a "REMIC" under the Internal
Revenue Code of 1986, as amended, any trust or trustee in connection with any
securitization transaction (including, without limitation a "collateralized loan obligations"
transaction), any other public or private investment fund or entity; a brokerage or
investment banking organization; an employees' welfare, benefit, pension or retirement
fund; an institutional leasing company; an entity qualified to provide funding under the
EB-5 program pursuant to USCIS (United States Citizenship and Immigration Service)
guidelines; any governmental agency or entity insured by a governmental agency or similar
institution authorized to take mortgage loans in the State of Florida, in all events whether
acting individually or in a fiduciary or representative capacity (such as an agency capacity),
or any combination of Lenders. The term Lender also includes (x) a Person that is
controlled by, controls or is under common control with a Lender as described in this
paragraph, and/or (y) any Person which is a party to a bond financing, as the initial
purchaser or indenture trustee of a bond, certificate, warrant or other evidence of
indebtedness, or any fiduciary of such issuer, owner or holder, or any provider of credit
enhancement and/or liquidity support for such indebtedness. References to Lender under
this Exhibit shall mean an entity or entities meeting the definition that is a Mortgagee or a
Mezzanine Financing Source (or any combination thereof).
"Mezzanine Financing" shall mean a loan or equity investment made by any Mezzanine
Financing Source to provide financing or capital for the Residential Project or any portion
thereof, which shall be subordinate to any Mortgage and may be secured by, inter alia, a
Mortgage and/or a pledge of any direct or indirect equity or other ownership interests in
Residential Developer or structured as a preferred equity investment with "mezzanine style
remedies", the exercise of which would result in a change of control.
"Mezzanine Financing Source" shall mean a Lender that has provided Mezzanine
Financing to a direct and/or indirect owner of interest in Residential Developer.
"Mortgage" shall mean a mortgage or mortgages or other similar security agreements
constituting an encumbrance or lien upon the Residential Property, or any part:Of it,md
Residential Developer's interest in any improvements and personal property of Rile5ideblial
Developer directly or indirectly pledged as security pursuant to such mortgage_;, sec trity
agreement, encumbrance or lien. The Mortgage may never lien, pledge, by f dthec4e or
otherwise encumber or subordinate the fee simple interest of City in and'tp';theity
Property. b , -� ._ ..__
3
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Cr'
"Mortgagee" shall mean a Lender holding a Mortgage. 2I2) JUL
tlr
"Party" "Parties" vt".. , T I} CL� P,1:
Party or (whether or not by use of the caprt tali It !r h on jointly or
individually (as the context dictates) City and Residential Developer.
"Person" shall mean (whether or not by use of the capitalized term) shall mean any natural
person, trust, firm, partnership, corporation, limited liability company, joint venture,
association or any other legal or business entity or investment enterprise.
"Phase 1 Developer" shall mean the owner and developer of Phase 1 (as defined below),
as assignee of Developer's ownership interest and development obligations with respect to
Phase 1 pursuant to the terms of the Purchase and Sale Agreement. For the avoidance of
doubt, Phase 1 Developer is an Affiliate of Developer.
"Phase 2 Developer" shall mean the owner and developer of Phase 2 (as defined below),
as assignee of Developer's ownership interest and development obligations with respect to
Phase 2 pursuant to the terms of the Purchase and Sale Agreement. For the avoidance of
doubt, Phase 2 Developer is an Affiliate of Developer.
"Prohibited Person" mean any Person who, as of the time when the applicable transaction
occurs or approval or consent of the City or the City Manager is requested: that (i) has had
any criminal felony convictions within the immediately preceding ten (10) years; (ii) is
named on any federal, state, county and municipal and/ or political subdivision list of
persons with whom that entity is prohibited from transacting business; (iii) is on the
Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with
Activities in the Iran Petroleum Energy Sector List, Scrutinized Companies that Boycott
Israel List, or is engaged in any business operations in Cuba or Syria, as those terms are
used and defined pursuant to Sections 287.135, 215.473, and 215.4725, Florida Statutes;
(iv) is convicted of a Public Entity Crime or has been placed in the Convicted Vendors List
pursuant to Florida Statute 287.133 or a similar law, rule or regulation; (v) holds any
position in the City or on any board, trust, agency or other entity created by the City's
Charter or Code, or otherwise has a conflict of interest pursuant to City Code Chapter 2,
Article V, and Miami -Dade County Code Section 2-11.1; (vi) has received formal notice
of a material breach under any lease or other written agreement with City and such breach
remains uncured; (vii) has been or remains debarred by any federal, state, county, or City,
any respective agency thereof, or any public school district or special district within the
immediately preceding ten (10) years; (viii) has been subject to any voluntary or
involuntary bankruptcies that have not been discharged or similar proceedings or has had
past, present or pending any bankruptcy, assignments for the benefit of creditors,
appointment of a receiver for a substantial portion of its assets, or similar actions, each
within the past seven (7) years on projects or businesses they have owned, operated, or
controlled a substantial interest (i.e., ownership of twenty percent (20%) or more of the
entity stock or shares); (ix) has been determined to be not responsible as defined by
Sections 18-73 and 18-95 of the Code and by the laws of the State of Florida with respect
4
to a contract substantially similar in scope and/or type to this Exhibit within the
immediately preceding ten (10) years; or (x) is prohibited by Applicable Law then in effect
from doing business with the City.
"Purchase and Sale Agreement" shall mean that certain purchase and sale agreement
between Developer and City for the purchase of the Residential Property for the
construction of a condominium complex, retail and other uses, and related amenities
thereon (the "Residential Project").
"Residential Developer" shall mean Phase 1 Developer and/or Phase 2 Developer, as the
context may require.
"Residential Property" shall mean the approximately 5.4 acres of upland waterfront
property in and around Watson Island, shown and legally described in Exhibit "2" attached
hereto.
"Substantial Completion" shall mean the substantial completion of the applicable
Construction Work as evidenced by the delivery to City of (i) a certificate from Residential
Developer's architect in the form reasonably approved by City certifying that the
applicable Construction Work has been substantially completed in accordance with the
applicable construction plans, subject to typical "punch -list" items and (ii) a temporary
Certificate of Occupancy (or completion, as applicable) or their equivalent issued by the
authority having regulatory jurisdiction (i.e., the City of Miami Building Department).
Section 3. Developer's Obligation to Construct Residential Project. City and Residential
Developer acknowledge and agree that the development of the project on the Residential Property
(the "Residential Project") shall be subject to the following terms and conditions:
Or)
LJ'1
(a) The Residential Project shall consist of:
(i)
A condominium development containing two (2) condominium towers with
a minimum of 1,200,000 sellable square feet (comprising no more than 600
units unless otherwise approved by the City Manager in his reasonable
discretion) and related amenities, including, without limitation, amenities
made available to both residents and non-residents ona membership basis
(the "Condominium Component");
(ii) Up to 25,000 square feet (excluding back -of -house areas and, other
customary non -habitable areas) of retail/commercial space (the
"Commercial Component");
Q.,°... (iii)
L3-
Accessory uses to the Condominium Component and Commercial
Component as are customary with the principal uses of the Condominium
Component and Commercial Component; and
5
(iv) A parking garage with sufficient parking to accommodate the Commercial
'g?j J 1 G E7 . gun c cent and the Condominium Component in accordance with
Applicable Law (the "Parking Component").
CLEV
(b) Resldtrhti'a1 Developer 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, any accessory uses, and any required parking. The second Phase of the
Residential Project ("Phase 2") will contain a second condominium tower, any accessory uses,
and any required parking. The Commercial Component may be developed wholly within Phase 1
or Phase 2 or split between Phase 1 and Phase 2, as determined by Residential Developer, in its
sole discretion. For the avoidance of doubt, the Commercial Component shall be deemed to be in
addition to or exclusive of all amenities within the Condominium Component, regardless of
whether such amenities are considered commercial uses under Miami 21 or other Applicable Laws.
(c) Phase 1 Developer shall achieve Substantial Completion of Phase 1 within six (6)
years after the closing under the Purchase and Sale Agreement (the "Phase 1 Deadline"), subject
to Force Majeure and the rights of Lenders set forth in this Exhibit. Phase 2 Developer shall
achieve Substantial Completion of Phase 2 within nine (9) years after the closing under the
Purchase and Sale Agreement (the "Phase 2 Deadline"), subject to Force Majeure and the rights
of Lenders set forth in this Exhibit.
(d) If Phase 1 Developer fails to achieve Substantial Completion of Phase 1 by the
Phase 1 Deadline, subject to Force Majeure and the rights of Lenders set forth in this Exhibit,
Phase 1 Developer shall pay to City, as liquidated damages, an amount equal to $20,000 per month
for the first twenty-four (24) months that such failure exists, and $40,000 per month for each month
thereafter, until Phase 1 Developer actually achieves Substantial Completion of Phase 1.
(e) If Phase 2 Developer fails to achieve Substantial Completion construction of Phase
2 by the Phase 2 Deadline, subject to Force Majeure and the rights of Lenders set forth in this
Exhibit, Phase 2 Developer will pay to City, as liquidated damages, an amount equal to $20,000
per month for the first twenty-four (24) months that such failure exists, and $40,000 per month for
each month thereafter, until Phase 2 Developer actually achieves Substantial Completion of Phase
2.
(f) In the event that Phase 1 Developer or Phase 2 Developer fails to pay any of the
liquidated damages required by this Exhibit for its respective Phase, and the same is not cured
within the time allowed to cure an event of default under Section 28 of the Development
Agreement, 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.
Section 4. Lender's Rights.
6
a �?pc(;} iNc� z' sta ding any provisions of this Exhibit to the contrary, for so long as any
Mortgage encumber rlytinest in the applicable Phase, or, as applicable, a Mezzanine Financing
S opr0e °hc "l lsg ap interest (directly or indirectly), or is secured by a pledge of ownership
interests; ItOtih appi cable Residential Developer, notwithstanding the time allowed to cure an
event of default under Section 28 of the Development Agreement, the Mortgagee and, as
applicable, the Mezzanine Financing Source, shall have the right, but not the obligation, for an
additional period of thirty (30) days following expiration of the cure periods under Section 28 of
the Development Agreement, to cure any monetary or non -monetary event of default of the
applicable Residential Developer, but if such non -monetary event of default cannot be cured
within such 30-day period, then the Mortgagee and, as applicable, the Mezzanine Financing
Source, shall have up to ninety (90) days to cure following the expiration of the applicable
Residential Developer's cure period, provided that it has commenced such cure within the initial
thirty (30) day period and thereafter pursues such cure with reasonable diligence, subject to further.
extension of such cure periods as provided in clauses (b) and (c) below.
(b) Notwithstanding any provisions of this Exhibit to the contrary, City shall not be
permitted to exercise its remedies under Section 3(f) of this Exhibit due to an event of default of
the applicable Residential Developer under this Exhibit as long as the Mortgagee, in good faith,
either promptly (i) commences to cure such event of default and prosecutes the same to completion
with all reasonable diligence, or (ii) if the nature of any non -monetary event of default is such that
possession of or title to the applicable Phase is reasonably necessary to cure the event of default,
or the event of default is of the type that cannot be cured by a Mortgagee (e.g., breach of covenants
that are personal to the applicable Residential Developer), files a complaint for foreclosure and
thereafter prosecute the foreclosure action in good faith and with reasonable diligence, subject to
any stays, moratoria or injunctions applicable thereto, and as promptly as practicable after
obtaining possession or title, as reasonably necessary, commences promptly to cure such
event of default and prosecutes the same to completion in good faith and with reasonable
diligence; provided, however, that during the period in which any foreclosure proceedings are
pending, all of the other obligations of the applicable Residential Developer under this Exhibit, to
the extent they are susceptible of being performed by a Mortgagee (e.g., the payment of amounts
due), are being duly performed.
(c) Notwithstanding any provisions of this Exhibit to the contrary, City shall not be
permitted to exercise its remedies under Section 3(t) of this Exhibit due to an event of default of
the applicable Residential Developer under this Exhibit as long as the Mezzanine Financing
Source, in good faith, either promptly commences to cure such event of default and prosecute the
same to completion with all reasonable diligence, or (ii) if the nature of any non -monetary event
of default is such that control and possession of or title to the ownership interests in the applicable
Residential Developer is reasonably necessary to cure the event of default, or the event of default
is of the type that cannot be cured by the Mezzanine Financing Source (e.g., breach of covenants
that are personal to the applicable Residential Developer), takes all reasonable steps necessary to
foreclose the pledge of such ownership interests and prosecutes such action in good faith and with
reasonable diligence, subject to any stays, moratoria or injunctions applicable thereto, and as
promptly as practicable after obtaining control and possession or title, as reasonably necessary,
commences promptly to cure such event of default and prosecutes the same to completion in good
7
faith and with reasonable diligence; provided, however, that during the period in which such action
is being taken, all of the other obligations of the applicable Residential Developer under this
Exhibit, to the extent they are susceptible of being performed by the Mezzanine Financing Source
(e.g., the payment of amounts due), are being duly performed.
(d) City shall provide each Lender that notifies City of such Lender's interest with a
simultaneous copy of any notice of any default sent to any Residential Developer, and City agrees
to accept performance and compliance by any such Lender of and with any of the terms of this
Exhibit with the same force and effect as though kept, observed or performed by such Residential
Developer, provided, however, nothing contained herein shall be construed as imposing any
obligation upon any such Lender to so perform or comply on behalf of such Residential Developer.
Section S. Termination. The rights and obligations of Phase 1 Developer and City under the
Development Agreement and this Exhibit in connection with the payment of liquidated damages
shall terminate and be of no further force or effect as to Phase 1 upon the issuance of the Certificate
of Occupancy for Phase 1 and payment of all liquidated damages attributable to Phase 1, if any.
The rights and obligations of Phase 2 Developer and City under the Development Agreement and
this Exhibit in connection with the payment of liquidated damages shall terminate and be of no
further force or effect as to Phase 2 upon the issuance of the Certificate of Occupancy for Phase 2
and payment of all liquidated damages attributable to Phase 2, if any.
Exhibit List
Exhibit "1": Legal Description of City Property
Exhibit "2": Legal Description of Residential Property
7.1
ti
8
Schedule 1(b)
Public Park Development Provisions
(see attached)
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-a(
Exhibit [ ] — Park Construction Provisio' ?JUL 211O
37
Section 1. Purpose; Conflicts. This Exhibit is intended to governlsil and cofsttlu tion
of the Public Park. In the event of a conflict between terms or conditions S 1 isoith [t l fhT Exhibit
and the terms or conditions in another portion of the Development Agreement (the "Development
Agreement") between Ecoresiliency Miami LLC, a Delaware limited liability company
("Developer") and the City of Miami, a municipal corporation and a political subdivision of the
State of Florida ("City"), the provisions of this Exhibit will govern and control.
Section 2. Definitions. Capitalized terms not otherwise defined by this Exhibit shall have the
meaning set forth in the Development Agreement. The following terms shall apply to this Exhibit:
"Applicable Law(s)" shall mean all Federal, Florida, City of Miami and Miami -Dade
County laws, ordinances, regulations, orders, judgments, decrees and injunctions that are
applicable to the City Property or the Parties from courts having jurisdiction over the City
Property and the Parties, rules, and requirements of Federal, State of Florida and local
boards and agencies with jurisdiction over the City Property and Parties, now existing or
hereafter enacted, amended, adopted, foreseen and unforeseen, ordinary and extraordinary,
which are applicable to the Parties or the City Property or any part of it, but only to the
extent so applicable.
"Business Days" shall mean Monday through Friday, excluding legal holidays in the City
of Miami, Florida. Unless otherwise identified as Business Days, any reference to days
shall refer to calendar days.
"Certificate of Occupancy" shall mean a certificate of occupancy, temporary certificate
of occupancy, certificate of completion, temporary certificate of completion or similar
approval authorizing the use and occupancy of all or a portion of the Public Park
Improvements.
"City Approval Process" shall mean, with respect to any request by Park Developer to
City for approval of or consent to a particular item under this Exhibit that requires City's
approval or consent as owner of the City Property, that (a) City shall not unreasonably
withhold, condition or delay such approval or consent, (b) Park Developer's request shall
include any supporting documentation actually required for the City to assess the
compliance of the request with the requirements of this Exhibit, (c) City shall grant or deny
such request prior to the deadline for such approval or denial set forth in this Exhibit
(provided, however, that if the City provides Park Developer with written notice within ten
(10) Business Days of the request that Park Developer has not provided the City with any
required documentation in accordance the preceding provision (b), and such notice
specifies with particularity what additional documentation is actually required for the City
to make its determination, then the City's deadline to approve or deny the request shall be
tolled until Park Developer provides the City with the additional documentation actually
required); (d) any denial shall specify the reasons for such denial (which must be consistent
' Conform to Development Agreement prior to execution.
1
with the terms of this Exhibit) and, if applicable, any proposed modifications that will
render Park Developer's request acceptable; and (e) City's failure to respond within such
period shall toll any of Park Developer's deadlines for performance under this Exhibit for
';which the applicable consent or approval is required from the expiration of the provided
eriod until such time that pending response from City is received. For the avoidance of
'doubt, the City Approval Process shall not apply to any approvals or consents to be made
:bythe City in its regulatory capacity, including zoning and permitting approvals.
Manager" shall mean the Chief Administrative Officer of the City.
vity Commission" shall mean the local legislative body of the City of Miami.
"City Property" shall mean the approximately 13.3 acres of upland waterfront property in
and around Watson Island, which includes approximately 2.4 acres of submerged lands in
Biscayne Bay, shown and legally described in Exhibit "1" attached hereto.
"Code" shall mean the Code of Ordinances of the City of Miami, Florida, as amended
from time to time.
"Commence Construction" and "Commencement of Construction" means Park
Developer's commencement of visible Construction Work on the City Property, including,
but not limited to, soil stabilization and excavation, but specifically excluding ceremonial
groundbreakings.
"Construction Work" shall mean any and all construction work performed by Park
Developer, its contractors, subcontractors, agents or employees relating to or in connection
with this Exhibit.
"Encumbrance" shall mean any imposition upon the City Property or other lien, charge
or similar matters affecting that which could adversely affect clear and marketable title of
City.
"Force Majeure" shall mean actual delays beyond the reasonable control of a Party
required to perform, which shall include delays due to acts of God; floods; fires; unusually
inclement weather conditions, tropical storms, tornados, hurricanes; sinkholes; casualty;
any act, neglect or failure to timely perform of or by one Party that causes the other Party
to be delayed in the performance of any of its obligations hereunder; war; enemy action;
civil disturbance; acts of terrorism; sabotage; restraint by court or public authority;
governmental moratorium; governmentally mandated shutdowns or work limitations
(including shutdowns or limitations relating to actual or potential archaeological
resources); the declaration of a state of emergency by governmental authority having
jurisdiction; injunctions resulting from litigation or administrative challenges by third
parties to the approval of the Development Agreement by the City of Miami or the
execution or performance of Developer or Park Developer or the procedures leading to its
execution by Developer and City; extraordinary and widespread shortages of material or
labor without reasonable substitutions available, moratoriums or other delays relating to
Applicable Laws; extraordinary delays in obtaining governmental approvals or permits or
2
inspections beyond the reasonable control of Park Developer (for the avoidance of doubt,
timeframes reasonably anticipated for governmental approvals consistent with such
Mgovernment entity's past practice shall not be considered an extraordinary delay);
,-governmentally-declared epidemics, pandemics, quarantines; any occurrence which makes
c- illegal or impossible for Park Developer to perform its applicable obligations under this
?Ekhhhibit (provided Park Developer takes immediate steps to perform in a legal manner that
:;;complishes the purposes of this Exhibit); and/or delays due to site conditions discovered
:_during construction; and/or extraordinary delays due to unknown site conditions
;d ,4covered after the Effective Date of the Development Agreement (e.g., indigenous
:epples burial grounds or other protected archeological conditions, environmental
&ontamination, geothermal systems); relocation of utilities, communications lines or
cabling not subject to a recorded easement which requires extraordinary efforts which
-could not otherwise be accommodated in the existing construction timeframes; the
requirement by governmental authority of off -site improvements which requires
extraordinary efforts which could not otherwise be accommodated in the existing
construction timeframes; or other similar extraordinary events or conditions beyond the
reasonable control of a Party despite the use of best efforts and substitutions as may
reasonably be available. Neither Party shall be entitled to claim Force Majeure for events
caused, directly or indirectly, by the claiming Party or by individuals or entities under its
control. Force Majeure is not intended to include any contract dispute between Park
Developer and its contractors, employees, or agents. A Force Majeure event shall serve to
extend any applicable deadline under this Exhibit only to the extent written notice thereof
is provided to the other Party within ten (10) Business Days after the party claiming delay
has reasonably concluded that such event constitutes an event of Force Majeure. For the
avoidance of doubt, the mere occurrence of the one of the foregoing events (such as a
statewide declaration of emergency) shall not constitute an event of Force Majeure except
to the extent such event actually and directly results in a delay in performance, and the
notice required by the preceding sentence shall include an explanation of how the claimed
event of Force Majeure has actually delayed or will actually delay performance.
"Permit" shall mean any permit issued or to be issued by the appropriate governmental
agency and/or department, including applicable permits for construction, demolition,
installation, foundation, dredging, filling, the alteration or repair or installation of sanitary
plumbing, water supply, gas supply, electrical wiring or equipment, elevator or hoist,
HVAC, sidewalk, curbs, gutters, drainage structures, paving and the like.
"Lender" shall mean a Federal or State bank, savings bank, association, savings and loan
association, credit union, commercial bank, foreign banking institution, trust company;
family estate or foundation, insurance company (whether foreign or domestic), pension
fund, a real estate investment trust, an entity that qualifies as a "REMIC" under the Internal
Revenue Code of 1986, as amended, any trust or trustee in connection with any
securitization transaction (including, without limitation a "collateralized loan obligations"
transaction), any other public or private investment fund or entity; a brokerage or
investment banking organization; an employees' welfare, benefit, pension or retirement
fund; an institutional leasing company; an entity qualified to provide funding under the
EB-5 program pursuant to USCIS (United States Citizenship and Immigration Service)
guidelines; any governmental agency or entity insured by a governmental agency or similar
3
r•-.
(
LJ
institution authorized to take mortgage loans in the State of Florida, in all events whether
acting individually or in a fiduciary or representative capacity (such as an agency capacity),
or any combination of Lenders. The term Lender also includes (x) a Person that is
controlled by, controls or is under common control with a Lender as described in this
paragraph, and/or (y) any Person which is a party to a bond financing, as the initial
purchaser or indenture trustee of a bond, certificate, warrant or other evidence of
indebtedness, or any fiduciary of such issuer, owner or holder, or any provider of credit
enhancement and/or liquidity support for such indebtedness. References to Lender under
this Exhibit shall mean an entity or entities meeting the definition that is a Mortgagee or a
Mezzanine Financing Source (or any combination thereof).
"Liens and Encumbrances" shall mean any liens, Encumbrances, mortgages, easements,
lis pendens, or any other matters affecting the title of the City Property, or any part thereof,
which would preclude or otherwise materially affect City's quiet enjoyment of the City
Property.
"Mezzanine Financing" shall mean a loan or equity investment made by any Mezzanine
Financing Source to provide financing or capital for the Public Park, the Residential Project
or»,iny portion thereof, which shall be subordinate to any Mortgage and may be secured by,
irigr alia, a Mortgage and/or a pledge of any direct or indirect equity or other ownership
irkrests in Park Developer or Residential Developer or structured as a preferred equity
irty tment with "mezzanine style remedies", the exercise of which would result in a
the of control.
zzanine Financing Source" shall mean a Lender that has provided Mezzanine
` t ncing to a direct and/or indirect owner of interest in Park Developer or Residential
eveloper.
.--"':!Mortgage" shall mean a mortgage or mortgages or other similar security agreements
constituting an encumbrance or lien upon the Residential Property, or any part of it, and
Residential Developer's interest in any improvements and personal property of Residential
Developer directly or indirectly pledged as security pursuant to such mortgage, security
agreement, encumbrance or lien. The Mortgage may never lien, pledge, hypothecate, or
otherwise encumber or subordinate the fee simple interest of City in and to the City
Property.
"Mortgagee" shall mean a Lender holding a Mortgage.
"Park Allowance" shall mean an allowance in the amount of $37,000,000 to be funded by
Park Developer for hard costs, soft costs not to exceed $4,000,000, and any Furniture
Fixtures and Equipment associated with the construction of the Public Park and associated
Public Park Improvements.
"Park Developer" shall mean Developer or an affiliate of Developer.
"Party" or "Parties" (whether or not by use of the capitalized term) shall mean jointly or
individually (as the context dictates) City and. Park Developer.
4
"Person" shall mean (whether or not by use of the capitalized term) shall mean any natural
person, trust, firm, partnership, corporation, limited liability company, joint venture,
association or any other legal or business entity or investment enterprise.
"Prohibited Person" mean any Person who, as of the time when the applicable transaction
occurs or approval or consent of the City or the City Manager is requested: that (i) has had
akin; criminal felony convictions within the immediately preceding ten (10) years; (ii) is
named on any federal, state, county and municipal and/ or political subdivision list of
M~ p ;r3ns with whom that entity is prohibited from transacting business; (iii) is on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with
AG lvities in the Iran Petroleum Energy Sector List, Scrutinized Companies that Boycott
Is ra.el List, or is engaged in any business operations in Cuba or Syria, as those terms are
:ash" and defined pursuant to Sections 287.135, 215.473, and 215.4725, Florida Statutes;
',(40 is convicted of a Public Entity Crime or has been placed in the Convicted Vendors List
r ; ypursuant to Florida Statute 287.133 or a similar law, rule or regulation; (v) holds any
,--position in the City or on any board, trust, agency or other entity created by the City's
Charter or Code, or otherwise has a conflict of interest pursuant to City Code Chapter 2,
Article V, and Miami -Dade County Code Section 2-11.1; (vi) has received formal notice
of a material breach under any lease or other written agreement with City and such breach
remains uncured; (vii) has been or remains debarred by any federal, state, county, or City,
any respective agency thereof, or any public school district or special district within the
immediately preceding ten (10) years; (viii) has been subject to any voluntary or
involuntary bankruptcies that have not been discharged or similar proceedings or has had
past, present or pending any bankruptcy, assignments for the benefit of creditors,
appointment of a receiver for a substantial portion of its assets, or similar actions, each
within the past seven (7) years on projects or businesses they have owned, operated, or
controlled a substantial interest (i.e., ownership of twenty percent (20%) or more of the
entity stock or shares); (ix) has been determined to be not responsible as defined by
Sections 18-73 and 18-95 of the. Code and by the laws of the State of Florida with respect
to a contract substantially similar in scope and/or type to this Exhibit within the
immediately preceding ten (10) years; or (x) is prohibited by Applicable Law then in effect
from doing business with the City; provided, however, that if City transfers its interest in
the City Property to a non -governmental entity, clauses (v) and (x) in this definition shall
no longer apply.
"Public Park" shall mean an iconic world -class public park with a focus on education of
biodiversity and containing passive and active recreational uses on the City Property.
"Public Park Improvements" shall mean the park equipment, facilities, amenities,
buildings, parking areas, parking garages (if applicable), above and below surface
improvements, utilities, utility lines and appurtenant equipment, vaults, infrastructure and
other improvements to be developed and constructed on, above or below the City Property
or a portion thereof, and all fixtures located or to be located therein (including any
replacements, additions and substitutes thereof) for the development of the Public Park on
the City Property in accordance with the requirements of this Exhibit.
5
"Purchase and Sale Agreement" shall mean that certain purchase and sale agreement
between Developer and City for the purchase of the Residential Property for the
construction of a condominium complex, retail and other uses, and related amenities
thereon (the "Residential Project").
"Residential Developer" shall mean the developer(s) of the Residential Project, as
assignee of Developer's development obligations with respect to the Residential Project
pursuant to the terms of the Purchase and Sale Agreement.
F,!`jResidential Property" shall mean the approximately 5.4 acres of upland waterfront
eperty in and around Watson Island, shown and legally described in Exhibit "2" attached
;:-.hereto.
µ`l ubstantial Completion" shall mean the substantial completion of the applicable
onstruction Work as evidenced by the delivery to City of (i) a certificate from Park
LoDeveloper's architect in the form approved by City within thirty (30) days of receipt in
i accordance with the City Approval Process certifying that the applicable Construction
Work has been substantially completed in accordance with the applicable construction
plans, subject to typical "punch -list" items and (ii) a Certificate of Occupancy (or
completion, as applicable) or their equivalent issued by the authority having regulatory
jurisdiction (i.e., the City of Miami) evidencing that the applicable improvements are ready
for occupancy in accordance with Applicable Laws.
Section 3. Park Developer's Obligation to Construct Public Park. Park Developer shall
develop and construct the Public Park together with any parking required by Applicable Law on
the City Property in accordance with this Exhibit. Park Developer will 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 only (as opposed to its regulatory capacity unless the delays caused
by the City in its regulatory capacity constitute a Force Majeure), and the rights of Lenders set
forth in this Exhibit.
Section 4. City Cooperation. In connection with the Public Park, the Parties agree City,
subject to the restrictions and qualifications set forth herein, will grant and/or join in any plat,
Permit or other application, applications for governmental or other financing sources or incentives,
temporary and permanent easements, restrictive covenants, covenants in lieu of unity of title,
easement vacations, master covenants, or modifications and such other documents, including
estoppel certificates and recognition and non -disturbance agreements as provided in this Exhibit,
as may be reasonably necessary for Park Developer to finance, develop and construct the Public
Park in accordance with this Exhibit, provided that such grant and/or joinder by City shall be at no
cost to City other than the costs of City's internal review and/or the reasonable costs of third -party
expert review to the extent reasonably required by City in connection with such grant and/or
joinder, not to exceed $100,000 in the aggregate, and also provided that the location and terms of
any such easements or restrictive covenants and related documents shall be reasonably acceptable
to the City Manager, which acceptance shall not be unreasonably withheld or delayed.
Notwithstanding any contrary provisions in this Exhibit, nothing herein shall waive the
requirement under Applicable Law to obtain City Commission approval for any requested
restrictive covenants, easements, or other interests in land, or for any amendments or modifications
6
to such interests; provided, however, the City Manager or the City Manager's designee shall have
the power, authority and right, on behalf of City, and without any further resolution or action of
the City Commission, to execute the easements or restrictive covenants and related documents
described in Exhibit "3" attached hereto, which have been approved contemporaneously by the
City Commission. City agrees to use good faith efforts to review and approve (or disapprove with
an explanation for such disapproval) any such requests within twenty (20) Business Days of such
request from Park Developer in accordance with the City Approval Process (except in the event
that City Commission approval is required under Applicable Laws for such approval, in which
event City shall use its reasonable diligent efforts to expedite the approval process as soon as
reasonably practicable in an effort to assist Park Developer in achieving its development and
construction milestones for the Public Park).
Section S. Conceptual Plan. City approves Park Developer's plan for the development of the
Public Park as set forth on Exhibit "4" (as the same may be modified from time to time in
accordance with this Exhibit, the "Conceptual Plan") and acknowledges that the Conceptual Plan
is materially consistent with the City's Parks Master Plan.' The Parties acknowledge that Park
Developer may modify the Conceptual Plan from time to time prior to completion of construction
oily a may be necessary to address regulatory requirements or ensure that the development cost
does pp exceed the Park Allowance in accordance with Section 6 below, or otherwise subject to
t-ity' S�proval, at its sole and absolute discretion. For any changes to the Conceptual Plan (or
;r vis p o construction plans that is inconsistent with the Conceptual Plan) that is required by any
gul4tp y authority of jurisdiction, including City (in its regulatory capacity), the County, the
Iiarnr ade County Division of Environmental Resources Management, the Miami -Dade County
/atdr and Sewer Department, and the State of Florida, City's approval (in its proprietary capacity)
allgbe-timited to confirming, through the City Manager or his/her designee, that the change was
i Z�qured by the regulatory authority.Park Developer shall be required to provide City with
docuiiientation from the applicable authority evidencing the required change. City, acting in its
proprietary capacity only and not in its regulatory capacity, shall have ten (10) Business Days from
the receipt of the documentation to either (a) agree that the change was required by the regulatory
authority or (b) request additional documentation evidencing the veracity of the request, in each
case, in accordance with the City Approval Process.
Section 6. Park Allowance. Park Developer shall develop and construct the Public Park
Improvements at a cost not to exceed the Park Allowance, which cost shall be based on a
reasonable determination of costs in line with prevailing market rates. The Parties acknowledge
and agree that the Conceptual Plan includes only those improvements that Park Developer
reasonably estimates can be delivered within the Park Allowance, inclusive of all hard costs and
2 The conceptual plan exhibit attached to the Purchase and Sale Agreement is preliminary in nature and will
be replaced with the approved Conceptual Plan at the time of execution of the Development Agreement,
which approved Conceptual Plan shall be in form and design acceptable to the City in its sole and absolute
discretion, provided that the theme of the park focuses on biodiversity and the total cost of the Public Park
Improvements does not exceed the Park Allowance. Prior to execution of the Development Agreement and
approval of the Conceptual Plan, the Park Developer shall coordinate with the City (including the City
Parks Director, the City Manager, and the District Commissioner's Office) to provide two opportunities for
public input, at publicly noticed meetings, on the design of the Public Park. At least one of the opportunities
for public input shall be at a location located within a 1/2 mile radius from the Park Parcel.
7
soft costs for the Public Park Improvements; provided, however, soft costs in excess of $4,000,000
shall not be counted towards the Park Allowance. For example, if Park Developer expends
$7,000,000 on soft costs, the remaining Park Allowance shall not be less than $33,000,000 (i.e.,
$37,000,000 less the $4,000,000 cap on soft costs). If Park Developer expends $2,000,000 on soft
costs, the remaining expenditures for the development and construction of the Public Park
Improvements together with any Park Allowance Savings paid to the City in accordance with this
Section 6 below shall not be less than $35,000,000 (i.e., $37,000,000 less the $2,000,000 expended
on soft costs). Fees charged by the City in connection with the Public Park Improvements,
including, without limitation, permit fees, impact fees, and Art in Public Places contributions, shall
not count towards the $4,000,000 limit on soft costs, but such fees shall count towards the Park
Allowance. Prior to the start of construction of the Public Park, Park Developer shall submit to
City a constructionbid for the development and construction of the Public Park, inclusive of a
detailed breakdown of costs for review by the City. The construction bid provided by Park
Developer shall be procured in accordance with Section 8 below and shall be based upon prevailing
market rates reasonable for such Public Park Improvements. In the event such construction bid
exceeds the Park Allowance, City, in consultation with Park Developer, shall either (a) modify
(through value engineering or otherwise) and/or prioritize the scope of work for the development
and construction of the Public Park to ensure the reasonable cost thereof does not exceed the Park
Allowance; or (b) pay to Park Developer the amount of such excess.
Within sixty (60) days after the later of (i) Substantial Completion of the Public Park
Improvements and (ii) completion of any punch -list items set forth in the certificate of completion,
Park Developer shall submit to City a final reconciliation of the actual hard and soft costs
(including, without limitation, financing costs) to develop and construct the Public Park
Improvements in a form reasonably satisfactory to City as required to reasonably verify that such
actual costs to develop and construct the Public Park Improvements equal or exceed the amount
of the Park Allowance. The City shall retain the right to audit all expenditures by Park Developer
for a minimum of three (3) years in connection with the cost of the Public Park Improvements to
confirm compliance herewith.
In the event that the Park Allowance exceeds the actual hard and soft costs (including, without
limitation, financing costs) to develop and construct the Public Park Improvements due to cost
savings (the amount of such excess being referred to as the "Park Allowance Savings"), then Park
Developer shall pay to City as cash consideration the amount of the Park Allowance Savings within
thirty (30) days after Park Developer's submittal to the city of the final reconciliation required by
the preceding paragraph. Park Developer shall provide written notice to City advising of the Park
Allowance Savings and confirming payment of the Park Allowance Savings to City.
Sectio» 7. Construction Plans
co
' k(-a.�a Submission
Park Developer shall, at Park Developer's sole cost and expense, submit to City
for City's approval (not to be unreasonably withheld, delayed, or conditioned and
subject to the scope of City's approval rights as set forth in subsection (b) below)
its Construction Plans (as defined below) for the construction of the Public Park at
8
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17,
least two (2) months prior to Park Developer's anticipated start of construction of
the Public Park. City's approval shall be in its proprietary capacity as owner of the
City Property and not in its regulatory capacity as a municipality or other
governmental body and shall be limited to determination of consistency with the
requirements of this Exhibit, including the Conceptual Plan.
The plans to be reviewed and approved by City in the manner set forth below shall
include the plans and specifications, drawings, calculations and data setting forth
in detail the Construction Work Park Developer proposes to perform, along with
the manner of and critical path timeline for performing the same ("Construction
Plans").
Park Developer shall submit progress drawings for the Construction Plans to City
for review and approval as to compliance with the Conceptual Plan and the items
listed in subsection (b) below at the following stages:
(i) 30% Progress Drawings: Park Developer shall submit the initial set of
Construction Plans, including design details, at 30% completion of
construction documents for the City's review and comment. The City shall
provide feedback and approval, or request revisions for inclusion in the
50% Progress Drawings, within forty-five (45) days of receipt in
accordance with the City Approval Process.
(ii) 50% Progress Drawings: Park Developer shall submit a second set of
Construction Plans at 50% completion of construction documents. This
submission will incorporate revisions from the 30% review, and shall
include further details such as structural, mechanical, and electrical plans.
The City shall provide feedback and approval, or request revisions, within
forty-five (45) days of receipt in accordance with the City Approval
Process.
(iii) Final Drawings: Park Developer shall submit the final set of construction
plans, including all details and specifications, for the City's final review
and approval. City shall provide feedback and approval, or request
revisions, within forty-five (45) days of receipt in accordance with the City
Approval Process.
Upon receipt of each set of Construction Plans at the stages specified above, the
City shall have the right to make modifications to such Construction Plans
consistent with the Conceptual Plan and provided the same do not result in changes
that would reasonably exceed the Park Allowance.
Park Developer shall not proceed with construction of the Public Park
Improvements until the City has approved the final Construction Plans. The
proposed materials, fixtures, machinery and equipment to be installed or used in
the development and construction of the Public Park Improvements, such as
playground and exercise equipment, shall adhere to the "Park Design Standards"
9
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provided by the City of Miami Parks Department during the design
development/construction plans stages.
The final Construction Plans as approved by City shall bear the seal of Park
Developer's architect or engineer. The Construction Plans shall be in sufficient
detail for a contractor to perform the work shown thereon and shall separately
identify each item of work and shall describe, in commercially acceptable detail,
the systems, improvements, fixtures and equipment to be installed by Park
Developer. Park Developer shall submit such additional data, detail and/or
information as City may reasonably request in order to properly review Park
Developer's Construction Plans at the stages specified above to the extent
permitted hereby.
In the event that City disapproves or requires amendments to Park Developer's
Construction Plans at any of the aforementioned stages (which disapproval is
subject to the limited scope of City's review and approval rights as set forth in
subsection (b) below), City must do so in writing delivered to Park Developer
within thirty (30) days of City's receipt of such plans and such other information
reasonably requested by City in connection therewith in accordance with the City
Approval Process. City's notice shall include, without limitation, a reasonable
explanation of the reason(s) for City's objection(s) to allow Park Developer to
modify accordingly. Park Developer shall, within thirty (30) days of receipt of
such notice, or such longer period of time as City shall determine, in writing, is
reasonable in light of the requested modifications, modify the Construction Plans
in accordance with the reasons set forth in City's disapproval notice. City shall be
required to approve or disapprove by written notice to Park Developer any
resubmitted Construction Plans within thirty (30) days of its receipt of same in
accordance with the City Approval Process (so long as any disapproval notice
contains the same detail as required above). City and Park Developer shall
reasonably cooperate to resolve any disagreement regarding the Construction
Plans.
(b) Construction Plans Approval
Following City's receipt of Park Developer's Construction Plans, City, in its
proprietary capacity, shall give its written approval thereto or shall request
revisions or modifications thereto in accordance with subsection (a) above. City
may refuse to grant approval only if, in its reasonable opinion, any of the proposed
Construction Work as set forth in the Construction Plans:
(i)
is unsafe, unsound, hazardous or improper for the use and occupancy for
which it is designed; or
(ii) is designed for use for purposes other than those authorized under this
Exhibit; or
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(iii) is inconsistent in any material respect with the approved Conceptual Plan
as modified in accordance with the terms of this Exhibit from time to time
or otherwise by mutual agreement of the parties; or
(iv) is inconsistent in any material respect with changes requested by the City
pursuant to subsection (a) above in compliance with the approved
Conceptual Plan; or
(v) is inconsistent in any material respect with the Park Design Standards; or
(vi) does not comply with any Applicable Laws (excluding any pending
permits, variances, approvals or consents being sought by Park Developer
in connection with the work); or
(vii) is otherwise inconsistent in any material respect with the terms of this
Exhibit.
City's review process of the Construction Plans set forth herein shall be in addition
to any permitting process required by the City of Miami and other regulatory
agencies.
Notwithstanding the foregoing, any change to the Construction Plans that is
required by any regulatory authority of jurisdiction, including, but not limited to,
City of Miami, the County, the Miami -Dade County Division of Environmental
Resources Management, the Miami -Dade County Water and Sewer Department,
and the State of Florida, shall only require City's approval to the extent of
confirming, through the City Manager or his/her designee, that the change was
required by the regulatory authority. Park Developer shall be required to provide
City with documentation from the applicable authority evidencing the required
change. City shall have ten (10) Business Days from the receipt of the
documentation to either (a) agree that the change was required by the regulatory
authority or (b) request additional documentation evidencing the veracity of the
request, in each case, in accordance with the City Approval Process; provided,
however, that the City may, prior to the expiration of such deadline, extend such
deadline by up to an additional. twenty (20) Business Days by providing written
notice to Park Developer, and Park Developer's deadlines under this Exhibit shall
be tolled for the duration of such extension. Further, Park Developer may make
non -material revisions to the Construction Plans and revisions necessary due to
unknown site conditions subject to City's approval, which shall not be
unreasonably withheld, conditioned, or delayed. The City reserves the right to
require reasonable changes to address the regulatory requirements pursuant to City -
approved changes to the Construction Plans.
Section 8. Procurement of Construction Contract. The construction contractor for the
Public Park shall be selected by Park Developer in accordance with Applicable Law, including,
without limitation, Section 255.20, Florida Statutes, utilizing any of the public, competitive
11
procurement methods authorized by that statute; or, in the event that Park Developer elects to
utilize a design -build delivery method for the Public Park, Park Developer shall select the design -
build contractor in accordance with the two -phased competitive procurement method set forth in
Section 287.055, Florida Statutes. Pursuant to Section 287.05701, Florida Statutes, when
procuring contractors for the Public Park, Park Developer shall not request documentation of, or
consider, the social, ideological or political interests of a proposer when determining if a proposer
is a responsible proposer, nor will Park Developer give preference to a proposer based on the
proposer's social, ideological or political interests. Notwithstanding anything in this Agreement
to the contrary, Developer shall not enter into any contract with a contractor that is a Prohibited
Pen of ;that does not meet the requirements of Section 23 of this Exhibit. Except to the extent
requ)ired;nder Applicable Laws, including but not limited to Sections 255.20 and 287.055, Florida
1; Sta tes'altrother consultants, service providers, subcontractors, vendors and suppliers performing
wUrlk mite Public Park shall be selected by Park Developer pursuant to customary commercial
pteetices-!L gym.
Si tior 1 Construction Warranties. Contemporaneously with Substantial Completion of
tle Pulic Park, Park Developer shall assign to City, or cause City to be added as an express
lielilefifed party on, and shall provide City with a copy of, the construction warranties provided by
the ge - ;ral contractor or any other contractor for the Public Park Improvements, together with
any and all other assignable warranties or guaranties of workmanship or materials provided to
Park Developer by any subcontractor, manufacturer, supplier or installer of any element or system
in the Public Park Improvements (collectively, the "Construction Warranties"). The
Construction Warranties for the Public Park shall include warranties from all contractors for the
Public Park in form, content and coverage (in terms of scope and term of years) as approved by
the City Manager, which shall require the contractor to correct all Construction Work found by
the City to be defective in material and workmanship or not in conformance with the Construction
Plans for a period of one (1) year following the issuance of a final Certificate of Occupancy for
construction of such contractors' respective construction agreements, or for such longer periods
of time as may be set forth with respect to specific warranties contained in the Constructions Plans,
as well as any damage resulting from defective design, materials, equipment or workmanship
which develop during construction or during the one (1) year warranty period. To the extent the
Construction Warranties are assigned by Park Developer to City, the Construction Warranties
shall nevertheless remain jointly enforceable by both Parties. City shall provide the general
contractor and any other contractors for the Public Park with access to the relevant City Property
at no charge in order to perform any remedial work covered by a warranty; provided, however,
that (i) prior to commencing any remedial work, all such contractors shall be required to comply
with the insurance, bonding, and other pre -construction requirements of this Exhibit and other
access requirements as may reasonably be required by City, and (ii) all such contractors shall use
commercially reasonable efforts to mitigate impacts to operations of the relevant Public Park
Improvements during its repair of defects (and the construction agreements for such contractors
shall require compliance with the foregoing requirements).
Section 10. Development. Park Developer shall use commercially reasonable efforts to obtain
all applicable approvals and Permits from all applicable governmental authorities that are required
for the commencement of development and construction of the Public Park Improvements, other
than any approvals or Permits expressly conferred under the Development Agreement, subject
only to reasonable conditions that are of a nature customarily imposed on similar projects. Park
12
Developer shall Commence Construction of the Public Park Improvements within twenty-four
(24) months after the closing under the Purchase and Sale Agreement, subject to Force Majeure,
delays caused by City in its propriety capacity only (as opposed to its regulatory capacity unless
the delays caused by the City in its regulatory capacity constitute a Force Majeure) and the rights
of Lenders set forth in this Exhibit. If Park Developer fails to timely Commence Construction of
the Public Park Improvements, Park Developer shall pay to City, as liquidated damages, $20,000
per month for the first twelve (12) months that such failure exists, and $30,000 per month for each
month thereafter, until Park Developer actually Commences Construction of the Public Park. Park
Developer shall achieve Substantial Completion of the Public Park Improvements within twenty
four (24) months after Commencement of Construction, subject to Force Majeure, delays caused
by City in its propriety capacity only (as opposed to its regulatory capacity unless the delays
caused by the City in its regulatory capacity constitute a Force Majeure) and the rights of Lenders
set forth in this Exhibit. If Park Developer fails to timely achieve Substantial Completion of the
Public Park Improvements, Park Developer will pay to City, as liquidated damages, $20,000 per
mo forlhe first twelve (12) months that such failure exists, and $30,000 per month for each month thereafter, until Park Developer actually achieves Substantial Completion of the Public
m' ParimpoVements. In the event that Park Developer fails to pay the liquidated damages required
by .ffis Eibibit, 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 Residential
Pai ol, orr'seek any other available remedies in equity or law.
ti 1-
Section 1 Review. Upon reasonable prior notice to Park Developer, City shall have the right,
a"*<k
tht:ugh Its duly designated representatives, to inspect and test the Construction Work and the
plans anikspecifications thereof, and to otherwise require Park Developer to adhere to the contract
document standards for workmanship and quality products at any and all times during normal
business hours during the progress thereof and from time to time, in its discretion, to confirm
compliance with the Conceptual Plans and the Construction Plans. Notwithstanding the
foregoing, no such inspection or testing shall unreasonably interfere with the Construction Work.
Park Developer shall provide City upon request with all available correspondence with
governmental authorities and relevant material in Park Developer's possession or control
associated with the permitting process for the Public Park, including any available studies and
reports produced for the Public Park. Any on -site inspection by City of the Construction Work
shall be in the company of an authorized representative of Park Developer.
Section 12. Payment and Performance Bond. Prior to the commencement of any
construction of any work that is subject to Section 255.05, Florida Statutes, Park Developer shall,
at Park Developer's and/or Park Developer's contractor's sole cost and expense furnish City with
a payment and performance bond in substantially the form prescribed by Section 255.05, Florida
Statutes (the "Bond") with respect to that component of construction. Any contract with a general
contractor or subcontractor directly entered into by Park Developer that is subject to Section
255.05, Florida Statutes must contain this Bond requirement.
The Bond shall be issued by a bonding company approved by City, which approval shall not be
unreasonably withheld, conditioned or delayed, in an amount equal to one hundred percent (100%)
of the costs to complete construction of the Public Park (or applicable portion or component
thereof) naming City as the owner/obligee, and Park Developer or Park Developer's general
13
contractor, as the principal guaranteeing the payment and performance of Park Developer's
obligations with respect to any and all Construction Work of the applicable Public Park, free of
construction or other liens. The Bond shall be conditioned upon the applicable contractor's
performance of the construction work in the time and manner prescribed in the contract and
promptly making payments under the claimant's contract.
The Bond shall be reduced in amount as the Construction Work proceeds (based upon percentage
of completion) as certified by Park Developer's architect and reasonably approved by the City.
The Bond may be terminated at such time as the construction and installation of the applicable
Public Park (or applicable portion thereof) are completed as evidenced by issuance of a temporary
or final Certificate of Occupancy, or other equivalent approval, and reasonably satisfactory
evidence thereof is provided by Park Developer to the City Manager, including certification by
Park Developer's architect that all requirements of the Bond have been satisfied. The form of the
Bond shall be approved by the City Manager or the City's Risk Manager as his or her designee
and by the City Attorney as to legal form, which approval shall not be unreasonably withheld,
conditioned or delayed.
Section 13. Contractor's Insurance. Park Developer shall require every contractor it retains
to perform any construction work pertaining to the Public Park Improvements to furnish
certificates of insurance, including Builder's Risk insurance, if applicable, in accordance with
Exhibit "5" attached hereto or as may otherwise be reasonably required by the City's Risk
nar. Copies of such certificates shall be furnished to the City of Miami Risk Manager, 14
1CIT 2n J Avenue 2nd Floor, Miami, FL 33132. City will be named as an additional insured on
s6h prliries.
�.r
Section.14. Ownership of City Property and Public Park Improvements. For the
agNidine4f.of doubt, the City Property shall remain the property of City, and all Public Park
Irxrrpro i tints and all material and equipment provided by Park Developer or on its behalf which
aincrporated into or become a part of the Public Park, upon being added thereto or incorporated
tlein=.and the Public Park itself, shall become the property of City. Following completion of
the Puhlic Park, City will operate and maintain the Public Park.
Section 15. Property to Remain Free of Liens. Park Developer shall have no power or right
to and shall not in any way encumber City's fee simple interest in the City Property. Other than
those caused by City or otherwise permitted by this Exhibit, if any Liens and Encumbrances shall
at any time be filed against the City Property and relate to work or other matters pertaining to Park
Developer, the work performed by Park Developer, or otherwise in relation to the authority
granted to Park Developer pursuant to this Exhibit, then Park Developer shall, upon acquiring
knowledge of such lien or encumbrance, promptly take and diligently pursue a cause of action to
have the same discharged or to contest in good faith the amount or validity thereof andif
unsuccessful in such contest, to have the same discharged or transferred to bond. If Park
Developer fails to discharge, contest or bond the lien within sixty (60) days from the date Park
Developer obtains knowledge of same, then City, in addition to any other right or remedy that it
may have, may take such action as may be reasonably necessary to protect its fee simple interest,
and Park Developer shall be responsible for any and all reasonable verifiable costs incurred by
City in connection with such action, including all reasonable paralegal or title company fees, costs
14
and expenses. Each party shall bear their own attorney's fees and costs.
Section 16. Repair and Relocation of Utilities. Park Developer shall maintain and repair, and
Park Developer shall have the right to replace, relocate, and remove, as necessary, utility facilities
within the City Property required for the development and construction of the Public Park, or for
the operation of the Public Park and all Public Park Improvements. City, at Park Developer's
cost, agrees to cooperate with Park Developer in relocating existing utility lines and facilities on
or adjacent to the City Property which need to be relocated to develop the Public Park, including
reasonable use of existing easements benefiting the City Property and adjoining rights of way to
the City Property, and the location and stubbing of utility connections leading to the City Property.
Such relocation of existing utilities, including without limitation the cost of restoring above-.
ground improvements, shall be at the sole expense of Park Developer.
Section 17. Ombudsman. Recognizing the public and private benefits provided by the Public
Park, City shall appoint an internal representative who is experienced and qualified to (i) report
directly to the City Manager, and (ii) have authority to coordinate, expedite and respond for the
City on behalf of the City Manager through the final permitting process (the "Ombudsman") 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 milestones for the Public Park.
Among other things, the Ombudsman shall (i) lead and set schedules for the internal City review
process 2th respect to Construction Plans, (ii) expedite and help deliver expedited construction
inspecti&'rj approvals (including building and fire department approvals), (iii) monitor and inspect
thcalevaippinent and construction process on City's behalf, (iv) maintain a continuous line of
coinmurjircation with Park Developer and meet with Park Developer and Park Developer's
designa ''d Fepresentatives on regular basis with respect to the design, entitlement, permitting, and
approval:_pocess, (v) otherwise assist the City in coordinating the City's roles and responses and
approvals
Slio4"=18. Construction Access Agreements. City agrees that access to the City Property
w remain available to Park Developer for construction of the Public Park until termination of
Park Developer's obligations under this Exhibit in accordance with Section 21 below. City agrees
to execute and record any temporary access and hold harmless agreements (including, without
limitation, construction access agreements) reasonably required by Lenders to memorialize such
access in a title -insurable form in the Public Records of Miami -Dade County. The City Manager
or the City Manager's designee shall have the power, authority and right, on behalf of City, and
without any further resolution or action of the City Commission, to execute any such temporary
access and hold harmless agreements, subject to the reasonable review by the office of the City
Attorney.
Section 19. Assignment. Prior to Substantial Completion of the Public Park, Park Developer
shall not assign the obligation of Park Developer to develop the Public Park or any portion thereof
pursuant to this Exhibit, 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 Development Agreement, Park Developer may freely assign the obligation of Park Developer
to develop the Public Park or any portion thereof pursuant to this Exhibit to an Affiliate upon
15
notice to City and without consent of City. No transferee of Park Developer's obligation to
develop the Public Park or any portion thereof pursuant to this Exhibit shall be a Prohibited Person.
Upon an assignment the assignor shall be released from any liability (except for such liability.
incurred by Park Developer prior to such date unless such liabilities 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 obligation of Park Developer to develop the Public Park or any portion
thereof pursuant to this Exhibit to an Affiliate of Developer 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, Developer, and
that is at least ten percent (10%) owned, directly or indirectly, by Developer or Developer's
principals (for the avoidance of doubt, if Developer or Developer'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).
Seon 2.j1. Lender's Rights.
Notwithstanding any provisions of this Exhibit to the contrary, for so long as any
MortgagQ, encumbers any interest in the Residential Property, or, as applicable, a Mezzanine
Fi rancing Source holds an equity interest (directly or indirectly), or is secured by a pledge of
orwi ers -interests, in Park Developer or Residential Developer, notwithstanding the time allowed
to:cure edvent of default under Section 28 of the Development Agreement, the Mortgagee and,
a pplroble, the Mezzanine Financing Source, shall have the right, but not the obligation, for an
add'itiol period of thirty (30) days following expiration of the cure periods under Section 28 of
the Development Agreement, to cure any monetary or non -monetary event of default of Park
Developer, but if such non -monetary event of default cannot be cured within such 30-day period,
then the Mortgagee and, as applicable, the Mezzanine Financing Source, shall have up to ninety
(90) days to cure following the expiration of Park Developer's cure period, provided that it has
commenced such cure within the initial thirty (30) day period and thereafter pursues such cure
with reasonable diligence, subject to further extension of such cure periods as provided in clauses
(b) and (c) below.
(b) Notwithstanding any provisions of this Exhibit to the contrary, City shall not be
permitted to exercise its remedies under Section 29 of the Development Agreement due to an.
event of default of Park Developer under this Exhibit as long as the Mortgagee, in good faith,
either promptly (i) commences to cure such event of default and prosecutes the same to completion
with all reasonable diligence, or (ii) if the nature of any non -monetary event of default is such that
possession of or title to the Residential Property is reasonably necessary to cure the event of
default, or the event of default is of the type that cannot be cured by a Mortgagee (e.g.; breach of
covenants that are personal to Park Developer), files a complaint for foreclosure and thereafter
prosecute the foreclosure action in good faith and with reasonable diligence, subject to any stays,
moratoria or injunctions applicable thereto, and as promptly as practicable after obtaining
possession or title, as reasonably necessary, commences promptly to cure such event of
default and prosecutes the same to completion in good faith and with reasonable diligence;
provided, however, that during the period in which any foreclosure proceedings are pending, all
16
of the other obligations of Park Developer under this Exhibit, to the extent they are susceptible of
being performed by a Mortgagee (e.g., the payment of amounts due), are being duly performed
(c) Notwithstanding any provisions of this Exhibit to the contrary, City shall not be
permitted to exercise its remedies under Section 29 of the Development Agreement due to an
event of default of Park Developer under this Exhibit as long as the Mezzanine Financing Source,
in good faith, either promptly commences to cure such event of default and prosecute the same to
completion with all reasonable diligence, or (ii) if the nature of any non -monetary event of default
is such that control and possession of or title to the ownership interests in Park Developer or
Residential Developer is reasonably necessary to cure the event of default, or the event of default
is of the type that cannot be cured by the Mezzanine Financing Source (e.g., breach of covenants
that are personal to Park Developer), takes all reasonable steps necessary to foreclose the pledge
of such ownership interests and prosecutes such action in good faith and with reasonable diligence,
subject to any stays, moratoria or injunctions applicable thereto, and as promptly as practicable
after obtaining control and possession or title, as reasonably necessary, commences promptly to
cure such event of default and prosecutes the same to completion in good faith and with reasonable
diligence; provided, however, that during the period in which such action is being talcen, all of the
other obligations of Park Developer under this Exhibit, to the extent they are susceptible of being
performed by the Mezzanine Financing Source (e.g., the payment of amounts due), are being duly
performed.
(d) City shall provide each Lender that notifies City of such Lender's interest with a
simultaneous copy of any notice of any default sent to Park Developer, and City agrees to accept
performance and compliance by any such Lender of and with any of the terms of this Exhibit with
the same force and effect as though kept, observed or performed by Park Developer, provided,
however, nothing contained herein shall be construed as imposing any obligation upon any such
Lender to so perform or comply on behalf of Park Developer.
Section 21. Termination. Following completion of the Public Park pursuant to the terms of
this Exhibit and payment to the City of any Park Allowance Savings, the respective rights and
o . ati :s of Developer, Park Developer and City under the Development Agreement and this
Exhibit th connection with the development and construction of the Public Park shall terminate
ar'be pf o further force or effect.
Section-*�, Emergency Preparedness. In the event of a hurricane warning designated by the
UR'lled tates National Weather Services or other anticipated emergency event that would affect
th Wsafe y Q:f ongoing construction activities in the Public Park, Park Developer, at no cost to the
Cit, sl a1 take all precautions necessary to secure the Public Park, regardless of whether the City
h4 givOn notice of same.
Section 23. Additional Requirements.
(a) E-Verify. By agreeing to the terms in this Exhibit, Park Developer is obligated to
comply with the provisions of Section 448.095, Florida Statutes, as amended, titled "Employment
Eligibility." Park Developer affirms that (a) it has registered and uses the U.S. Department of
Homeland Security's E-Verify system to verify the work authorization status of all new employees
17
of Park Developer; (b) it has required all contractors and subcontractors hired by Park Developer
in connection with the performance of the obligations under this Exhibit to register and use the E-
Verify system to verify the work authorization status of all new employees of the contractor or
subcontractor; (c) it has an affidavit from all contractors and subcontractors attesting that the
contractor or subcontractor does not employ, contract with, or subcontract with, unauthorized
aliens; and (d) it shall maintain copies of any such affidavits until the termination of the obligations
under this Exhibit. If City has a good faith belief that Park Developer has knowingly violated
Section 448.09(1), Florida Statutes, then City shall terminate the Development Agreement in
accordance with Section 448.095(5)(c), Florida Statutes. In the event of such termination, Park
Developer agrees and acknowledges that it may not be awarded a public contract for at least one
(1) year from the date of such termination and that Park Developer shall be liable for any additional
costs incurred by City because of such termination. In addition, if City has a good faith belief that
a contractor or subcontractor has knowingly violated any provisions of Sections 448.09(1) or
448.095, Florida Statutes, but Park Developer has otherwise complied with its requirements under
those statutes, then Park Developer agrees that it shall terminate its contract with the contractor or ,
subcontractor upon receipt of notice from City of such violation by contractor or subcontractor in
accordance with Section 448.095(5)(c), Florida Statutes. Any challenge to termination under this
provision must be filed in the Circuit or County Court by City, Park Developer, or contractor or
subcontractor no later than twenty (20) calendar days after the date of contract termination. Public
and private employers must enroll in the E-Verify System (http;//www.uscis.gov/e-verify) and
retain the I-9 Forms for inspection.
(b) Foreign County of Concern. By entering into this Agreement, Park Developer
affirms that it is not in violation of Section 287.138, Florida Statutes, titled Contracting with
Entities of Foreign Countries of Concern Prohibited. Park Developer further affirms that it is not
giving a government of a foreign country of concern, as listed in Section 287.138, Florida Statutes,
access to an individual's personal identifying information if: a) Park Developer is owned by a
goverment of a foreign country of concern; b) the government of a foreign country of concern
has)a cbltrolling interest in Park Developer; or c) Park Developer is organized under the laws of
oras t.: principal place of business in a foreign country of concern as is set forth in Section
2&17.138(4a)-(c), Florida Statutes. Park Developer shall require that each of its contractors and
sufcont476fors affirm compliance with this paragraph and Section 287.138, Florida Statutes.
1=.
1(c jr Public Entity Crime. Park Developer further warrants it will neither knowingly
uiil�ize tthe3services of, nor contract with, any supplier, subcontractor, or consultant in excess of
$0,00Qin connection with the performance of any services in connection with the Public Park
fora period of 36 months from the date of such party being placed on the convicted vendor list,
and Park Developer shall require that each of its suppliers, contractors, subcontractors, or
consultants affirm that it has not been convicted of a Public Entity Crime, as defined by Section
287.133, Florida Statutes, prior to entering into any such contract.
(d) Scrutinized Companies. By entering into this Agreement, Park Developer affirms
that it is not on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of
Israel, or is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized
Companies with Activities in Iran Terrorism Sectors List, or is engaged in business operations in
Cuba or Syria, in each case as defined in Section 287.135, Florida Statutes, and Park Developer
18
shall require that each of its suppliers, contractors, subcontractors, or consultants affirm that it
complies with the foregoing prior to entering into any such contract.
(e) Anti -Human Trafficking. Park Developer confirms and certifies that neither it, nor
any entity engaged by it for the project contemplated herein, is in violation of Section 787.06,
Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined
in Section 787.06, Florida Statutes. The Park Developer shall execute and submit to the City an
Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached
an incorporated herein as Exhibit "6". If the Park Developer fails to comply with the terms of this
Subsection, the City may suspend or terminate this Agreement immediately, without prior notice,
and in no event shall the City be liable to Park Developer for any additional compensation or for
any consequential or incidental damages.
(f) Antitrust Violator Vendors List. Park Developer confirms and certifies that neither
it, nor any entity engaged by it for the project contemplated herein, is in violation of Section
287.137, Florida Statutes.
(g) Public Records. Park Developer understands that the public shall have access, at
all reasonable times, to all documents and information pertaining to City agreements, subject to
the provisions. of Chapter 119, Florida Statutes, and agrees to allow access by the City and the
public to all documents subject to disclosure under applicable laws. shall additionally comply with
Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public
records that ordinarily and necessarily would be required by the City to perform this service; (2)
if required, provide the public with access to public records on the same terms and conditions as
the City would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by
law; (3) ensure that public records that are exempt or confidential and exempt from disclosure are
not disclosed except as authorized by law; (4) meet all requirements for retaining public records
an rtran6fer, at no cost, to the City all public records in its possession upon termination of this
Agem.t and destroy any duplicate public records that are exempt or confidential and exempt
from dise;16ure requirements; and, (5) provide all electronically stored public records that must
beTzov d@to the City in a format compatible with the City's information technology systems.
NotwithAiding the foregoing, Park Developer shall be permitted to retain any public records that
ma"ke up 1i' rt of its work product solely as required for archival purposes, as required by law, or
to 0,ideliksompliance with the terms of the Agreement.
J w.,.
S1:OUP PARK DEVELOPER. DETERMINE TO DISPUTE ANY PUBLIC
ACCESS PROVISION REQUIRED BY FLORIDA STATUTES, THEN PARK
DEVELOPER SHALL DO SO AT ITS OWN EXPENSE AND AT NO COST TO
THE CITY. IF PARK DEVELOPER HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PARK
DEVELOPER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE
CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305)
416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR
REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY,
19
444 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FL 33130. THE CONSULTANT
MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF
MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT.
Exhibit List
Exhibit "1": Legal Description of City Property
Exhibit "2": Legal Description of Residential Property
Exhibit "3": Approved Easements and Restrictive Covenants
Exhibit "4": Conceptual Plan
Exhibit "5": Insurance Requirements
Exhibit "6": Anti -Human Trafficking Affidavit
<..i
r
20
ti�
Schedule 2
Objectionable Existing Title Exceptions
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, of the Public Records of Miami - Dade County,
Florida.
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, of the Public
Records of Miami - Dade County, Florida.
3. Terms, provisions and restrictions contained in that certain Unity of Title recorded October
24, 2022, in Official Records Book 33435, Page 4093, of the Public Records of Miami -
Dade County, Florida.
4. Terms and provisions, including easements, contained in that certain Lease and
Development Agreement by and between the City of Miami, Florida, as Lessor, and Parrot
Jungle and Gardens, Inc., now known as Parrot Jungle and Gardens of Watson Island, Inc.,
as Lessee, dated September 2, 1997, as amended by Modification of Lease and
Development Agreement by and between the Lessor and the Lessee dated April 14, 2000
(the "Lease"), memorialized by Memorandum of Lease filed January 10, 2001 at Official
Records Book 19446, Page 1, as modified by virtue of Modification to Lease and
Development between the City of Miami, a municipal corporation in the State of Florida,
and Parrot Jungle and Gardens of Watson Island, Inc., a Florida corporation, f/k/a Parrot
Jungle & Gardens, Inc., a Florida corporation, dated August 13, 2002 and filed August 19,
2002 in Official Records Book 20602, Page 3487, as amended by the Amendment to
Memorandum of Lease between the City of Miami and ESJ JI Leasehold, LLC, recorded
August 24, 2017 in Official Records Book 30667, Page 4617, and as affected by the
Affidavit recorded in Official Records Book 31364, Page 2625, of the Public Records of
Miami - Dade County, Florida.
! q a
Schedule 3
Community Benefits Provisions
(see attached)
CD
(A)
(A)
Jc
Exhibit [ ] — Community Benefits Provisions
Section 1. Purpose; Conflicts. This Exhibit in intended to establish the community
benefits that are required to be provided by Ecoresiliency Miami LLC, a Delaware limited liability
company and/or its assigns ("Developer"). In the event of a conflict between terms or conditions
set forth in this Exhibit and the terms or conditions in another portion of the Development
Agreement (the "Development Agreement") between Developer and the City of Miami, a
municipal corporation and a political subdivision of the State of Florida ("City"), the provisions
of this Exhibit will govern and control.
Section 2. Definitions. Capitalized terms not otherwise defined by this Exhibit shall
have the meaning set forth in the Development Agreement. The following terms shall apply to
this Exhibit:
t'o)
"Certificate of Occupancy" shall mean a certificate of occupancy, temporary certificate
off occupancy, certificate of completion, temporary certificate of completion or similar
approval authorizing the use and occupancy of all or a portion of the Public Park
Ii provernents.
c �A
Commission" shall mean the local legislative body of the City of Miami.
Manager" shall mean the Chief Administrative Officer of the City.
C dosing shall mean the closing of the purchase and sale of the Residential Property under
The Purchase and Sale Agreement.
"Overall Site" shall mean the real property located in the City of Miami, Miami -Dade
County, Florida known as Jungle Island located at 1111 Parrot Jungle Trail, Miami,
Florida, having folio numbers 01-3231-000-0014 and 01-3231-000-0016, and consisting
of the Residential Property and the Public Park Property.
"Party" or "Parties" (whether or not by use of the capitalized term) shall mean jointly or
individually (as the context dictates) the City and Developer.
"Person" shall mean (whether or not by use of the capitalized term) shall mean any natural
person, trust, firm, partnership, corporation, limited liability company, joint venture,
association or any other legal or business entity or investment enterprise.
"Phase" shall mean each phase of the Residential Project. The first Phase of the Residential
Project will contain a condominium tower, any accessory uses, and any required parking.
The second Phase of the Residential Project will contain a second condominium tower, any
accessory uses, and any required parking. The Commercial Component may be developed
wholly within the first Phase or the second Phase or split between the first Phase and the
second Phase, as determined by Developer, or its assigns, in its sole discretion.
1
O'N
"Prohibited Person" mean any Person who, as of the time when the applicable transaction
occurs or approval or consent of the City or the City Manager is requested: that (i) has had
any criminal felony convictions within the immediately preceding ten (10) years; (ii) is
named on any federal, state, county and municipal and/ or political subdivision list of
persons with whom that entity is prohibited from transacting business; (iii) is on the
Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with
Activities in the Iran Petroleum Energy Sector List, Scrutinized Companies that. Boycott
Israel List, or is engaged in any business operations in Cuba or Syria, as those terms are
used and defined pursuant to Sections 287.135, 215.473, and 215.4725, Florida Statutes;
(iv) is convicted of a Public Entity Crime or has been placed in the Convicted Vendors List
pursuant to Florida Statute 287.133 or a similar law, rule or regulation; (v) holds any
position in the City or on any board, trust, agency or other entity created. by the City's
Charter or Code, or otherwise has a conflict of interest pursuant to City Code Chapter 2,
Article V, and Miami -Dade County Code Section 2-11.1; (vi) has received formal notice
of a material breach under any lease or other written agreement with City and such breach
remains uncured; (vii) has been or remains debarred by any federal, state, county, or City,
any respective agency thereof, or any public school district or special district within the
immediately preceding ten (10) years; (viii) has been subject to any voluntary or
,involuntary bankruptcies that have not been discharged or similar proceedings or has had
;.:fast, present or pending any bankruptcy, assignments for the benefit of creditors,
t:ppointment of a receiver for a substantial portion of its assets, or similar actions, each
'i whin the past seven (7) years on projects or businesses they have owned, operated, or
le:oritrolled a substantial interest (i.e., ownership of twenty percent (20%) or more of the
dntity stock or shares); (ix) has been determined to be not responsible as defined by
Sections 18-73 and 18-95 of the Code and by the laws of the State of Florida with respect
ton:a contract substantially similar in scope and/or type to this Exhibit within the
t'; mmediately preceding ten (10) years; or (x) is prohibited by Applicable Law then in effect
from doing business with the City; provided, however, that if City transfers its interest in
the City Property to a non -governmental entity, clauses (v) and (x) in this definition shall
no longer apply.
"Public Park" shall mean an iconic world -class public park with a focus on education of
biodiversity and containing passive and active recreational uses on the Public Park
Property.
"Public Park Improvements" shall mean the park equipment, facilities, amenities,
buildings, parking areas, parking garages (if applicable), above and below surface
improvements, utilities, utility lines and appurtenant equipment, vaults, infrastructure and
other improvements to be developed and constructed on, above or below the Public Park
Property or a portion thereof, and all fixtures located or to be located therein (including
any replacements, additions and substitutes thereof) for the development of the Public Park
on the Public Park Property.
"Public Park Property" shall mean the approximately 13.3 acres of upland waterfront
property in and around Watson Island, which includes approximately 2.4 acres of
2
c:...s
cx,
(V.)
submerged lands in Biscayne Bay, shown and legally described in Exhibit "1" attached
hereto.
"Purchase and Sale Agreement" shall mean that certain purchase and sale agreement
between Developer and City for (i) the fee simple acquisition of, and development of a
private residential project with accessory uses over the Residential Property; and (ii) the
development of a public park over the Public Park Property pursuant to certain easements
and similar agreements (including, without limitation, construction access agreements) to
be granted by City.
"Purchase Price" shall have the meaning set forth in the Purchase and Sale Agreement.
``Redevelopment" shall mean the redevelopment of the Overall Site including the
velopment of the Residential Project and the Public Park.
"Widential Property" shall mean the approximately 5.4 acres of upland waterfront
property in and around Watson Island, shown and legally described in Exhibit "2" attached
12dr..eto.
(-NJ - c_
,esidential Project" shall mean the private development on the Residential Property
c nsisting of: (i) a condominium development containing two (2) condominium towers
with a minimum of 1,200,000 sellable square feet (comprising no more than 600 units
unless otherwise approved by the City Manager in his reasonable discretion) and related
amenities, including, without limitation, amenities made available to both residents and
non-residents on a membership basis (the "Condominium Component"); (ii) up to 25,000
square feet (excluding back -of -house areas and other customary non -habitable areas) of
retail/commercial space (the "Commercial Component"); (iii) accessory uses to the
Condominium Component and Commercial Component as are customary with the
principal uses of the Condominium Component and Commercial Component; and (iv) a
parking garage with sufficient parking to accommodate the Commercial Component and
the Condominium Component in accordance with Applicable Law (the "Parking
Component"). For the avoidance of doubt, the Commercial Component shall be deemed
to be in addition to or exclusive of all amenities within the Condominium Component,
regardless of whether such amenities are considered commercial uses under Miami 21 or
other applicable laws.
Section 3. Community Benefits. Developer agrees that in addition to the Purchase
Price to be paid by Developer under the Purchase and Sale Agreement, Developer shall provide
the following community benefits (collectively, the "Community Benefits")1:
A. Affordable Housing and Public Benefits Contribution. Developer shall pay.
$15,000,000 to the City, for the City to spend on affordable housing initiatives,'
i The community benefits are preliminary in nature and will be finalized during the zoning approval process. The
final community benefits exhibit will be attached to the Development Agreement. If any community benefits are
replaced, the replacement community benefits will be of equal value.
3
infrastructure, and other public benefits at the City's sole discretion, payable as
follows: (A) $7,500,000 within thirty (30) days after issuance of the master building
permit for the first Phase; and (B) $7,500,000 within thirty (30) days after issuance
of the master building permit for the second Phase.
B. CDBG Loan Payment. At Closing, Developer shall pay to the City approximately
$17,700,000 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.
C. City Marine Facilities. An allowance of $700,000 for the construction of the City
Marine Facilities. For purposes hereof, "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.
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 scope of the additional public facilities such that
they can be constructed for less than the amount of the allowance.
E. Master Planning of Watson Island. Developer 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 Property, additional public park/viewing area and
pedestrian paths connecting public space on Watson Island.
F. Watson Island Fire Station. Developer shall pay $5,000,000 to the City for the
construction of a new fire station on Watson Island by the later of (i) thirty (30)
days after the issuance of a Certificate of Occupancy for the Public Park
Improvements and (ii) the approval, by the City Commission, of the location,
project budget, and funding plan for the new fire station.
G. Participation of Returning Citizens in the. Project. Developer 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
4
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 Redevelopment.
Community Participation in the Construction of the Project. Developer 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 Redevelopment 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.
Section 4. Monitoring. Commencing ninety (90) days after the Closing Date and
continuing until Developer has satisfied all of its obligations under this Exhibit, Developer will
provide the City Manager with a written report at least quarterly setting forth Developer's progress
toward satisfying its obligations under this Exhibit. All reports required from Developer pursuant
to this Exhibit shall be in a form required by the City Manager and shall contain such information
and include such back-up information as may be reasonably required by the City Manager to
confirm Developer's compliance with this Exhibit. In addition, said reports and all back-up
information supporting said reports shall be subject to audit and inspection by the City Manager.
Section 5. Audit. The City Manager will have access to, and the right to audit,
examine, or reproduce, the financial books and records of Developer related to this Exhibit.
Developer must retain all such records for a minimum period of six (6) years from the satisfaction
of all of its obligations under this Exhibit, or for such longer period of time as required by federal
or state law or in connection with the completion of any audit in progress. Developer must keep
all financial records in a manner consistent with generally accepted accounting principles. Access
must be provided to the City Manager or its agents during normal business hours to review the
requested records no later than ten (10) calendar days after the written request is made by the City
Manager or its authorized representative. The Parties do not intend for Developer's compliance
with this Section 5 to be construed as a waiver of Developer's ability to assert any valid exemptions
to Chapter 119, Florida Statutes, with respect to the records inspected by the City Manager hereto.
Section 6. Release of Obligations. Upon satisfaction of any of Developer's
obligations under this Exhibit, Developer will have no further obligation to comply with, and will
be automatically released from, such obligation and at the request of Developer, the City Manager
will execute and deliver to Developer a recordable instrument reflecting that Developer is released
from such obligation in form and substance reasonably acceptable to Developer.
Section 7. Assi nn ient. Developer shall not assign the obligation to provide the
Community Benefits or any portion thereof pursuant to this Exhibit, 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, Developer may assign the obligation to provide the
Community Benefits or any portion thereof pursuant to this Exhibit to an Affiliate of Developer
of greater or equal financial capability at any time without City's consent, but with advance notice
and evidence of compliance herewith. No transferee of Developer's obligation to provide the
Community Benefits or any portion thereof pursuant to this Exhibit shall be a Prohibited Person.
Upon an assignment the assignor shall be released from any liability (except for such liability
5
incurred by Developer prior to such date unless such liabilities are expressly assigned to, and
accepted by, the assignee), provided that, in the case of a transfer to an un-Affiliated party, City
Manager has consented to (or, if required by law, City Commission has approved) such transfer.
"Affiliate" means an entity that is controlled by, or under common control with, Developer, and
that is at least ten percent (10%) owned, directly or indirectly, by Developer or Developer's
principals (for the avoidance of doubt, if Developer or Developer'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).
Section 8. Amendments. The City Manager, in his or her reasonable discretion, may
approve amendments to this Exhibit provided that any such amendment does not materially
decrease the total value of the community benefits to be provided to the City and does not
materially change, in any respect, the community benefits set forth in Section 3 above and is at all
times in compliance with the Charter Amendment.
Exhibit List
Exhibit "1": Legal Description of Public Park Property
Exhibit "2": Legal Description of Residential Property
6
City of Miami
Resolution
Legislation
City Hall
3500 Pan American Drive
Miami, FL 33133
www.miamigov.com
File Number: 17246 Final Action Date:
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, PURSUANT TO SECTION
29-C OF THE CHARTER OF THE CITY OF MIAMI, FLORIDA, AS AMENDED,
WAIVING COMPETITIVE BIDDING AND AUTHORIZING THE CITY MANAGER
TO NEGOTIATE AND EXECUTE A PURCHASE AND SALE AGREEMENT WITH
ECORESILIENCY MIAMI, LLC ("DEVELOPER") FOR THE SALE, UPON
SATISFACTION OF CERTAIN CLOSING CONDITIONS, OF +5.4 ACRES OF
THAT CERTAIN PROPERTY LOCATED AT 1111 PARROT JUNGLE TRAIL
("PROPERTY") FOR RESIDENTIAL AND COMMERCIAL USES, IN EXCHANGE
FOR CANCELLATION OF THE EXISTING LEASE AND CONSIDERATION
EQUAL TO OR GREATER THAN FAIR MARKET VALUE OF ONE HUNDRED
THIRTY-FIVE MILLION DOLLARS ($135,000,000.00), INCLUDING
DEVELOPMENT OF A NEW +13.3-ACRE PUBLIC WATERFRONT PARK ON
THE REMAINDER OF PROPERTY AT A COST TO DEVELOPER OF THIRTY
SEVEN MILLION DOLLARS ($37,000,000.00), PAYMENTS TO CITY OF TEN
MILLION DOLLARS ($10,000,000.00) AT CLOSING AND ONE MILLION
DOLLARS ($1,000,000) PER YEAR PER PHASE WITH ANNUAL
ESCALATIONS OF THREE PERCENT (3%) AND A PRESENT VALUE OF ONE
HUNDRED TEN MILLION EIGHT HUNDRED SEVENTY-FIVE THOUSAND AND
TWENTY-FOUR DOLLARS ($110,875,024) OVER NINETY-NINE YEARS), AND
CERTAIN COMMUNITY BENEFITS VALUED AT THIRTY-FOUR MILLION SIX- ..
HUNDRED THOUSAND DOLLARS ($34,600,000), INCLUDING PAYMENT TO.
THE CITY OF FIFTEEN MILLION DOLLARS ($15,000,000.00) FOR =�
CJ7
AFFORDABLE HOUSING AND INFRASTRUCTURE; FURTHER AUTHORIZING (_
THE CITY MANAGER TO NEGOTIATE AND EXECUTE A PARTIAL RELEASE
AND MODIFICATION OF THE DEED RESTRICTIONS SET FORTH IN DEED- tv
NO. 19447 BETWEEN THE CITY AND THE STATE OF FLORIDA INTERNAL' -'-
IMPROVEMENT TRUST FUND ("STATE"); AUTHORIZING THE CITY
MANAGER TO EXECUTE A QUIT -CLAIM DEED TO DEVELOPER, IN A FORM
ACCEPTABLE TO THE CITY ATTORNEY; PROVIDING, THAT SUCH SALE AND
CONVEYANCE BE SUBJECT TO APPROVAL AND EXECUTION OF AN c.r1
AGREEMENT WITH THE STATE THROUGH THE STATE OF FLORIDA
DEPARTMENT OF ENVIRONMENTAL PROTECTION; AUTHORIZING THE
CITY MANAGER TO NEGOTIATE AND EXECUTE OTHER ANCILLARY
DOCUMENTS AND AMENDMENTS REQUIRED TO EFFECTUATE THE SALE
AND DEVELOPMENT OF THE PROPERTY AS SET FORTH IN THE
PURCHASE AND SALE AGREEMENT, ALL IN A FORM ACCEPTABLE TO THE
CITY ATTORNEY.
WHEREAS, the City of Miami ("City") is the owner of that certain tract of land on Watson
Island comprising approximately 18.7 acres and located at 1111 Parrot Jungle Trail, Miami,
Florida ("Property"); and
City of Miami Page 1 of 3 File ID: 17246 (Revision:) Printed On: 7/21/2025
File ID: 17246 Enactment Number:
WHEREAS, ESJ JI Leasehold, LLC ("ESJ") and the City are parties to that certain Lease
and Development Agreement, as modified from time to time (collectively, the "Lease") for the
Property; and
WHEREAS, pursuant to Lease and other entitlements received from the City, ESJ is
authorized to develop a theme park, themed hotel, and related retail and entertainment on the
Property; and
WHEREAS, Ecoresiliency Miami LLC, in collaboration with ESJ (together "Developer
Parties"), desire to acquire +5.4 acres of the Property ("Residential Parcel") to develop
residential and commercial uses with required parking ("Residential Development") and to
return the balance of the Property to the City for use as a new public waterfront park to be
constructed by the Developer Parties; and
WHEREAS, the City and Developer Parties desire to enter into a purchase and sale
agreement substantially in the form attached as Exhibit "A" ("Agreement"), which will allow the
sale of the Residential Parcel based on fair market value of $135,000,000, for construction and
operation of the Residential Development subject to satisfaction of certain closing conditions,
including approval of any necessary zoning and subdivision changes and approval by the
Florida Board of the Trustees of the Internal Improvement Trust Fund, and requiring, at .:closing,
cancellation of existing Lease, repayment of the existing loan of approximately $32,000-00ae
to City and Miami -Dade County and of the existing Ygrene C-Pace loan of approximately
$1,200,000, and payment to the City of $10,000,000; and requiring, within the deadlimn slset,f
forth in the Agreement, construction of a new public waterfront park at a cost of $37,0001,0007
annual payments to the City of $2,000,000 with 3% annual escalations, payment to t pity'.
$15,000,000 for affordable housing and infrastructure, other community benefits, an_t:the
development of the Residential Development; and i
ES
WHEREAS, on November 5, 2024, the Charter amendment was approved by T9-maj city
of the voters in the referendum election, as acknowledged by Resolution No. R-24-045i3; a1a'd
WHEREAS, on December 17, 2024, the Florida Board of the Trustees of the Internal
Improvement Trust Fund approved the delegation of authority to the Secretary of the Florida
Department of Environmental Resources, or designee, ("Secretary") to negotiate and execute
the terms of the partial release and modification of the deed restrictions set forth in Deed No.
19447 ("Partial Release") as required to effectuate the sale and development of the Property as
approved by the voters; and
WHEREAS, the City desires for the City Manager to negotiate with the Secretary the
terms of the Partial Release generally in the form attached and incorporated as Exhibit "B"; and
WHEREAS, the City directs the City Manager to execute the Agreement substantially in
the form attached and incorporated as Exhibit "A"; and
WHEREAS, the City directs the City Manager to negotiate with the Secretary and
execute the Partial Release generally in the form attached as Exhibit "B", and to negotiate and
execute any other ancillary documents reasonably required to effectuate the sale and
development of the Property, including but not limited to estoppels and other documents
reasonably required by lenders, all in a form approved by the City Attorney; and
WHEREAS, the City Commission has determined that the Agreement and the Partial
Release will be in the City's best interest;
City of Miami Page 2 of 3 File ID: 17246 (Revision:) Printed on: 7/21/2025
File ID: 17246 Enactment Number:
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are
adopted by reference and incorporated as if fully set forth in this Section.
Section 2. By a four -fifths affirmative (4/5th) vote of the Miami City Commission, the City
Manager is authorized' to execute the purchase and sale agreement with Ecoresiliency Miami
LLC substantially in the for attached and incorporated as Exhibit "A".
Section 3. The City Manager is authorized' to negotiate and execute the terms of the
partial release and modification of deed restrictions generally in the form attached as Exhibit "B,"
and to negotiate and execute any other ancillary documents reasonably required to effectuate
the sale and development of the Property, including but not limited to estoppels and other
documents reasonably required by lenders, all in a form approved by the City Attorney, and to
exercise all rights of the City reserved by the agreements to the City Manager or designee.
Section 3. Neither Ecoresiliency Miami LLC or any affiliates, shall have any rights to the
agreements contemplated herein unless and until the City Manager executes the subject
agreement(s), with approval by the City Attorney as to legal form and correctness.
Section 4. This Resolution shall become effective immediately upon its adoption and
signature of the Mayor.2
APPROVED AS TO FORM AND CORRECTNESS:
1 The herein authorization is further subject to compliance with all legal requirements that may be
imposed, including but not limited to, those prescribed by applicable City Charter and City Code
provisions.
2 If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days
from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective
immediately upon override of the veto by the City Commission.
City of Miami Page 3 of 3 File ID: 17246 (Revision:) Printed on: 7/21/2025
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made and entered
into this day of , by and between City of Miami, a municipal
corporation of the State of Florida, with offices at 444 SW 2nd Avenue, Miami, Florida 33130-
1910 (the "Seller" and/or "City"), and Ecoresiliency Miami LLC, a Delaware limited liability
company and or assigns, whose mailing address is 3310 Mary Street, Suite 302 Coconut Grove,
FL 33133 (the "Purchaser"). The Purchaser and Seller are hereinafter jointly referred to as the
"Parties," and individually as "Party." The Parties hereby agree that Seller shall sell and
Purchaser shall buy the following property upon the following terms and conditions:
RECITALS
A. City owns certain real property located in Miami -Dade County known as Jungle
Island located at 1111 Parrot Jungle Trail, Miami, Florida, having'folio numbers 01-3231-000-
0014 and 01-3231-000-0016, as more particularly described in Exhibit "A" attached hereto and
made part hereof (the "Overall Site").
B. Purchaser has proposed a redevelopment;", of the Overall Site (the
"Redevelopment"), which shall include(1) the fee sinipleacq'uisition of, and development of a
private residential project with accessoryuses over, a portion of the Overall Site; and (2) the
development of public park over the remainder of the Overall Site pursuant to certain easements
and similar agreements (including, without limitation, construction access agreements) to be
granted by City.
C. Based: on Purchaser's proposal to City, City desires to enter into this Agreement
with Purchaser, which sets forth ,the terms and .conditions pursuant to which Purchaser will
undertake the Redevelopment.
NOW, THEREFORE, in consideration of the foregoing and the covenants of the Parties
set forth herein and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the' arties hereby agree as follows:
1. DESCRIPTION OF PROPERTY; PROPOSED DEVELOPMENT; GROUND
LEASE
Residential, Parcel In connection with the Redevelopment, Seller agrees to sell and
Purchaser agrees o purchase, all in accordance with and subject to the satisfaction
of the conditions set forth in this Agreement, a fee simple interest in an
approximately 5.4-acre parcel (the "Residential Parcel" or "Property") within the
Overall Site. The Residential Parcel is currently zoned T6-12-0 and is depicted on
Schedule 1 attached hereto and made part hereof.
Park Parcel: In connection with the Redevelopment, City agrees to grant to
Purchaser or its affiliate (the "Park Developer") easements or similar agreements
(including, without limitation, construction access agreements) over 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
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approximately 2.4 acres of submerged lands, is currently zoned CS and is depicted
on Schedule 1 attached hereto and made a part hereof.
C. Proposed Development:
(a) Purchaser or its affiliate(s) (the "Residential Developer") will develop and
construct the following on the Residential Parcel (collectively, the
"Residential Project"):
i. A condominium development containing two (2) condominium
towers with a minimum of 1,200,000 sellable square feet
(comprising between 400 and 600 units unless otherwise approved
by the City Manager in " his reasonable discretion) and related
amenities (the "Condominium Component");
ii. Up to 25,000 square feet (excluding back -of -house areas and other
customary non -habitable areas) of retail/commercial space (the
"Commercial Component");
iii. Accessory uses to the Condominium Component and Commercial
Component as are customary with the principal uses of the
Condominium Component and Commercial Component; and
iv. A parking garage with sufficient parking to accommodate the
Commercial Component and the Condominium Component in
accordance with applicable law (the "Parking Component").
Residential Developer 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, any accessory uses, and any
required parking. The second Phase of the Residential Project ("Phase 2")
will contain a second condominium tower, any accessory uses, and any
required parking. The Commercial Component may be developed wholly
within Phase 1 or Phase 2 or split between Phase 1 and Phase 2, as
determined by Residential Developer, in its sole discretion.
(b) On the Public Park Parcel, Purchaser or its affiliate (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 Public Park shall
include all parking required by applicable law, and such parking shall be
located on the Public Park Parcel or alternative location approved by the
City Manager.
(c)
The Parties acknowledge and agree that the Residential Project and the
Public Park shall be developed in accordance with the terms and conditions
set forth on Schedule 1(a) and Schedule 1(b), respectively, which shall be
incorporated, in materially the forms attached hereto, into a development
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agreement recorded against the Overall Site (the "Development
Agreement"), which shall be subject to approval by the City acting in its
regulatory capacity in accordance with applicable law.
Ground Lease: The parties hereby acknowledge and agree that the Overall Site is
currently subject to that certain Lease and Development Agreement made as of
September 2, 1997, as amended by that certain Modification to Lease and
Development Agreement dated April 14, 2000 ("First Amendment"), as further
amended by that certain Modification to Lease and Development Agreement dated
August 13, 2002 ("Second Amendment"), as further amended by that certain Third
Modification to Lease and Development Agreement dated October 29, 2008
("Third Amendment"), as further amended by that certain Fourth Modification to
Lease and Development Agreement dated June 24, 2009 ("Fourth Amendment"),
as further amended by that certain Lease Extension Agreement dated May 17, 2017
("Lease Extension Agreement"), as further amended by that certain Fifth
Modification to Lease and Development Agreement dated March 6, 2019 ("Fifth
Amendment") (collectively, the "Ground Lease" and/or "Existing Lease"). On
or prior to Closing, Seller shall cause the Ground Lease to be terminated, and be of
no further force or effect.
2. PURCHASE PRICE; DEPOSIT AND PAYMENT TERMS
A. 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 approximately One
Hundred Thirty -Five Million and 00/100 Dollars ($135,000,000), and will include
the following components:
(a) Purchaser's development of the Public Park at no cost to the City with an
allowance of Thirty -Seven Million and 00/100 Dollars ($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");
A lump sum payment of Ten Million Dollars ($10,000,000), payable at
Closing (the "Closing Payment"); and
z
Payments to the City totaling $1,174,166,833 over 99 years (i.e., a net
present value of $110,875,024 calculated at a discount rate of 4.2%) to
support the City's ongoing maintenance of the Public Park (the "Park
Maintenance Fee"), which shall be payable as follows: (i) the Phase Owner
(defined below) for Phase 1 shall make annual payments of $1,000,000 with
3% annual escalations commencing five (5) years after issuance of the final
certificate of occupancy for Phase 1, and (ii) the Phase Owner for Phase 2
shall make an annual payments of $1,092,727 with 3% annual escalations
commencing five (5) years after issuance of the final certificate of
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L.)
occupancy of Phase 2. The obligation to pay the Park Maintenance Fee
shall run with the land and constitute an obligation of the Phase Owner. A
used herein, "Phase Owner" shall mean the record owner of the portion of
the Property utilized for the development and operation of each Phase (it
being understood that Purchaser intends to develop each Phase under
separate ownership through special purpose entities, and portions of the
Property shall be assigned to such entities prior to the commencement of
construction), and upon the establishment of a condominium association for
a Phase, such association shall constitute the Phase Owner of that Phase;
provided, however, that in the event a master association is created for the
benefit of both Phases, the Phase Owners may elect to establish the master
association as the sole Phase Owner for both Phases. Upon the
establishment of a condominium association as the Phase Owner, 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, and shall include a written notice to
condominium owners that the City shall have the authority to record a lien
against their units in the event of any non-payment of the Park Maintenance
Fee. Without limiting the foregoing, in the event that a Phase Owner fails
to pay the Park Maintenance Fee for its respective Phase, and the same is
not cured within thirty days ;after written notice by the City, 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.
B. The Purchase Price, as it may be adjusted by the provisions above, if applicable,
will be payable as follows;
(a) Deposit: On or before the date that is ten (10) days following the Effective
Date, Purchaser shall make a deposit in the amount of Three Million Dollars
($3,000,000) (the "Deposit") into a closing escrow with Greenberg Traurig,
P.A. (the "Escrow Agent"). The Deposit shall be increased to the extent
required by Section 10 of this Agreement. At Closing, the Deposit shall be
credited against the Purchase Price. The Deposit is non-refundable, except
as otherwise expressly provided in this Agreement.
(b) Closing Payment: At Closing, the Deposit, plus the balance of the Closing
Payment adjusted by adjustments, credits, prorations, or as otherwise
provided in this Agreement, shall be paid by the Purchaser to the Seller in
the form of wire transfer.
3. CONDITIONS TO CLOSING
A. The Closing shall be subject to the satisfaction of the following conditions
(collectively, the "Closing Conditions"):
4
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(a) 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 ("Trustees")
through a modification of the existing deed restrictions, including
termination of the existing reverter as to the Residential Parcel (the "State
Approval"). The State Approval shall include either (a) the release of all
mineral and oil rights previously reserved by the State or (b) written
confirmation, in a form reasonably acceptable to Purchaser, that such
reservations shall not interfere with Purchaser's development of the
Property or financing thereof. In the event Trustees require payment of any
kind associated with the State Approval, Seller shall be solely responsible
for all payments associated therewith; provided, however, that Seller shall
not be obligated to agree to make any payment(s) in connection with the
State Approval to the extent such payment(s) exceed fifteen percent (15%)
of the Purchase Price payable to the City by Purchaser; and
(b) Release, removal, or otherwise curing of the Objectionable Existing Title
Exceptions (as defined below) to Purchaser's satisfaction; and
(c) Purchaser's receiptof 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 Parcelfrom 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 (collectively, the "Approvals"). For the avoidance
of doubt, this Agreement binds the City only in its proprietary capacity as
owner of the Overall Site and the Property, and this Agreement shall not
bind the City of Miami when acting in its regulatory capacity with respect
to the Approvals or. otherwise.
(d) City's termination of the Ground Lease whereupon the Residential Parcel
shall be free and clear of all occupancies and rights to occupy same,
including, without limitation, pursuant to the Ground Lease.
4. ENVIRONMENTAL MATTERS
A. Definitions.
For purposes of this Agreement:
The term "Hazardous Materials" shall mean and include without limitation, any
substance, which is or contains (a) any "hazardous substance" as now or hereafter defined
in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended (42 U.S.C., Section 9601 et. seq.) ("CERCLA") or any regulations
5
promulgated under or pursuant to CERCLA; (b) any "hazardous waste" as now or hereafter
defined in the Resource Conservation and Recovery Act (42 U.S.C., Section 6901 et. seq.);
(c) any substance regulated by the Toxic Substances Control Act (15 U.S.C., Section 2601
et. Seq.); (d) gasoline, diesel fuel, or other petroleum hydrocarbons; (e) asbestos and
asbestos containing materials, in any form, whether friable or non -friable;
(f) polychlorinated biphenyls; and (g) any additional substances or material which: (i) is
now or hereafter classified or considered to be hazardous or toxic under Environmental
Requirements as hereinafter defined; (ii) causes or threatens to cause a nuisance on the
Property or adjacent property or poses or threatens to pose a hazard to the health or safety
of persons on the Property or adjacent property; or (iii) would constitute a trespass if it
emanated or migrated from the Property.
The term "Environmental Requirements" shall mean all laws, ordinances,
statutes, codes, rules, regulations, agreements, judgments, orders and decrees, now or
hereafter enacted, promulgated, or amended of the United States, the State of Florida,
Miami -Dade County, the City of Miami, or any other political subdivision, agency or
instrumentality exercising jurisdiction over the Seller or the Purchaser, the Property, or the
use of the Property, relating to pollution, the protection or regulation of human health,
natural resources, or the environment, or the emission, discharge, release or threatened
release of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances
or waste or Hazardous Materials into the environment (including, without limitation,
ambient air, surface water, groundwater, land or soil).
B. Disclaimer As To Environmental Matters.
The Property is being sold in "AS IS" condition. Purchaser acknowledges and
agrees that Seller has not made, does not make and specifically negates and disclaims any
representations, warranties (other than the warranties of title as set out in the documents
being delivered by the City to Purchaser at Closing), promises, covenants, agreements or
guaranties of any kind or character whatsoever, whether express or implied, oral or written,
(past, present, or future) of, as to, concerning or with respect to environmental or surface
or subsurface matters with reference to the Property, including, but not limited to: (a) the
value, nature, quality or condition of the Property, including, without limitation, the water,
minerals, soil and geology, (b) the compliance of or by the Property, or its operation with
any Environmental Requirements, (c) any representations regarding compliance with any
environmental protection, soil or water quality, pollution or land use, zoning or
development of regional impact laws, rules, regulations, orders or requirements, including
the existence in or on the Property of Hazardous Materials.
Purchaser further acknowledges and agrees that it is being given the opportunity to
inspect the Property, and all relevant documents and records of the Seller as they relate to
the Property, if any, and other documents that may exist in the public records of the state,
county and/or city relating to the environmental condition of the Property as part of this
Agreement and that Purchaser is not relying upon any documents or representations made
by or on behalf of Seller, but that Purchaser is responsible to conduct its own investigation
of the Property.
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Purchaser further acknowledges and agrees that any infoiination provided or to be
provided with respect to the Property, if any, was obtained from a variety of sources and
that Seller has not made any independent investigation or verification of such information
and makes no representations as to the accuracy or completeness of such information but
Seller agrees that it will not intentionally withhold information and Seller will not
knowingly provide any false or misleading information. Seller is not liable or bound in
any matter by any oral or written statements, representations or information pertaining to
the Property, or the operation thereof, furnished by any agent, employee, servant or other
person, agency, or entity.
5. INSPECTIONS
A. Inspection Period. 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.
B. Inspection' Indemnity. Notwithstanding anything contained in this Agreement to
the contrary, as considerationfor the Seller granting a right of entry for the
Inspection, the Purchaser hereby specifically agrees to: (a) immediately pay or
cause to be removed any liens or encumbrances filed against the Property as a result
of any actions taken by or on behalf of Purchaser in connection with the Inspection;
(b) immediately repair and restore the Property to its condition existing; and
(c) indemnify, defend and hold hariiiless Seller, its employees, officials, officers
and agents, from and against all claims, damages or losses incurred by the Property,
or anyone, on the Property as a result of the actions taken by the Purchaser, any of
its employees, agents, representatives or contractors, or anyone directly or
indirectly employed by any of them or anyone for whose acts they may be liable,
with respect to the Inspection, regardless of whether or not such claim, demand,
cause of action, damage, liability, loss or expense is caused in part by Seller, its
employees, officers and agents, provided, however, Purchaser shall not be liable
for (i) the gross negligence or intentional misconduct of Seller, its employees,
officers and agents, or (ii) the mere discovery of any pre-existing by Purchaser as a
result of its inspections or investigations (provided that any such conditions are not
exacerbated in a material respect by Purchaser). The provisions of this indemnity
and hold hainiless shall survive the Closing or the termination of this Agreement.
7
C. Insurance. Prior to Purchaser entering upon the Property for purposes of
commencement of the inspections, Purchaser shall furnish to Seller the policy or
policies of insurance or certificates of insurance in such a form and in such
reasonable amounts approved by the City of Miami's Risk Management
Administrator protecting the City, during the course of such testing, against all
claims for personal injury and property damage arising out of or related to the
activities undertaken by the Purchaser, its agents, employees, consultants and
contractors, or anyone directly or indirectly employed by any of them or anyone for
whose acts they may be liable, upon the Property or in connection with the
inspections.
D. Releases. Purchaser hereby voluntarily, intentionally and knowingly waives any
and all claims against the Seller for personal injury or property damage sustained
by the Purchaser, its employees, agents, contractors, or consultants arising out of or
related to the activities undertaken by the Purchaser, its agents, employees,
consultants and contractors upon the Property or in connection with the Inspection
and releases the Seller from any claims in connection therewith.
6. TERMINATION
Cr)
A. Right of Termination. 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:
(a) 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 Overall Site or any applicable
portion thereof, then Purchaser shall have the right, in its sole discretion, to
terminate this Agreement and its obligations hereunder 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 Overall Site, and insuch.
event, this Agreement shall terminate as of the date City receives such
notice of termination and the Escrow Agent shall return the 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 Overall Site. Purchaser shall be deemed
to have waived its right to tetininate the Agreement pursuant to this
provision if Purchaser does not notify City of such termination on or prior
to the expiration of the Inspection Period.
(b) Notwithstanding the foregoing, Purchaser shall be deemed to have
knowledge of matters disclosed in any environmental report obtained by
Purchaser prior to the Effective Date ("Existing Environmental
Reports").
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B. Waiver and Release. In the event that Purchaser does not elect to terminate this
Agreement on or prior to the expiration of the Inspection Period, Purchaser
acknowledges and agrees that to the maximum extent permitted by law, the sale of
the Property as provided for herein is made on an "AS IS" condition and basis,
inclusive of all faults that may exist. Purchaser on behalf of itself and its successors
and assigns thereafter voluntarily, knowingly and intentionally waives, releases,
acquits, and forever discharges Seller, its heirs, and the successors and assigns of
any of the preceding, of and from any and all claims, actions, causes of action,
demands, rights, damages, costs, expenses or compensation whatsoever, direct or
indirect, known or unknown, foreseen or unforeseen, which Purchaser or any of its
successors or assigns now has or which may arise in the future on account or in any
way related to or in connection with any past, present, or future physical
characteristic or condition of the Property including, without limitation, any
Hazardous Materials in, at, on, under or related to the Property, or any violation or
potential violation or any Environmental Requirement applicable thereto. In
addition, Purchaser thereafter specifically waives all current and future claims and
causes of action against Seller arising under CERCLA, RCRA, Chapters 376 and
402, Florida Statutes, and any other federal or state law or county regulation relating
to Hazardous Materials in, on, under or affecting the Property. Notwithstanding
anything to the contrary set forth herein, this release shall survive the Closing or
termination of this Agreement.
7. TITLE EVIDENCE
A. 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.
Without limiting Purchaser's right to perform investigations during the Inspection
Period, City acknowledges that Purchaser has obtained a title insurance
commitment (the "Commitment"), and such survey(s), lien letters and searches
required by its title agent (such lien letters and searches together with the
Commitment hereinafter collectively referred to as the "Title Evidence"), which
shows certain exceptions to title, including those matters listed on Schedule 2 (the
"Objectionable Existing Title Exceptions"). Purchaser shall have a period of
thirty (30) days from the Effective Date to examine title and notify Seller, in
writing, of any condition which renders the title unmarketable. Seller shall have no
obligation to cure title defects, it being understood and agreed that the Property is
being sold in "AS IS" condition. In the event that title examination reveals a
condition that renders title unmarketable or in Purchaser's opinion interferes with
Purchaser's intended use thereof, Purchaser may: (i) elect to accept such title that
Seller may be able to convey; or (ii) terminate this Agreement. Purchaser shall
have no other recourse in this regard. This Property is being sold in "AS IS"
condition as to title, without any representations and/or warranties made by Seller.
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C. -d
CID
d
Notwithstanding the foregoing, City agrees to reasonably cooperate with Purchaser
to endeavor to cause the Objectionable Existing Title Exceptions to be released,
removed, or otherwise cured to Purchaser's reasonable satisfaction prior to Closing,
however, City shall not be obligated to engage in or initiate legal proceedings in
furtherance thereof. If any such Objectionable Existing Title Exceptions cannot be
cured prior to Closing and such Objectionable Existing Title Exceptions 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) accept title
subject to such Objectionable Existing Title Exceptions, or (b) terminate this
Agreement, in which case the Escrow Agent shall return the Deposit to Purchaser.
In the event of termination, both Purchaser and City shall be released of all
obligations under this Agreement (save and except for any obligations or terms that
expressly survive the termination of this Agreement).
C. If following the Inspection Period and prior to Closing, any new title conditions
arise, which were not identified on any Title Evidence 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) accept title subject to such additional exceptions,
or (b) terminate this Agreement, in which case the Escrow Agent shall return the
Deposit to Purchaser. In the event of termination, both Purchaser and City shall be
released of all obligations under this Agreement (save and except for any
obligations or terms that expressly survive the termination of this Agreement).
Notwithstanding the foregoing, City shall reasonably cooperate with Purchaser to
cause any new title conditions that arise following the Inspection Period and prior
to Closing to be released, removed, or otherwise cured to Purchaser's satisfaction
prior to Closing, however City shall not be obligated to engage in or initiate legal
proceedings in furtherance thereof.
D. Notwithstanding the foregoing, Purchaser's proposed modifications and/or release
of the Title Exceptions 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 execution
of this Agreement is not intended to imply or require any specific outcome before
the City Commission relative to the Objectionable Existing Title Exceptions.
8. DISCLAIMER OF WARRANTIES AS TO PROPERTY; "AS IS" CONVEYANCE
A. Purchaser is purchasing the Property in an "AS IS" condition and specifically and expressly
without any warranties, representations or guaranties, either express or implied, of any
kind, nature or type whatsoever from or on behalf of Seller. Without in any way limiting
the generality of the immediately preceding, and in addition to the specific disclaimers set
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forth in Section 4 of this Agreement with respect to Environmental Matters, Purchaser and
Seller further acknowledge and agree that in entering into this Agreement and purchasing
the Property:
(a) Purchaser hereby acknowledges that Seller has not made, will not and does
not make any warranties or representations, whether express or implied,
with respect to the Property, its condition, the value, profitability, or
marketability thereof;
(b) Purchaser acknowledges that with respect to the Property, Seller has not,
will not and does not make any warranties, whether express or implied, of
merchantability, habitability or fitness for particular use or suitability of
the Property for any and all activities and uses which Purchaser may
conduct thereon;
(c)
Purchaser acknowledges that Seller has not made, will not and does not
make any representations,' whether express or implied, with respect to
compliance with any land use matter, developer impact fees or assessments,
zoning or development of regional impact laws, rules, regulations, orders or
requirements;
(d) Purchaser acknowledges that Purchaser has made and/or has been given an
adequate opportunity to make such legal, factual and other inquiries and
investigations as Purchaser deems necessary, desirable or appropriate with
respect to the Property, the value or marketability thereof and of the
appurtenances thereto. Such inquiries and investigations of Purchaser
include, but shall not be limited to, the condition of all portions of the
Property and such state of facts as an accurate abstract of title would show;
(e) Purchaser acknowledges that Purchaser has not relied, and is not relying,
upon any ' information, document, projection, proforma, statement,
representation, guaranty or warranty (whether express or implied, or oral or
written or material or, immaterial) that may have been given by or made by
or on behalf of Seller;
(f)
Purchaser acknowledges that Seller has not made, will not make and does
not make any warranties or representations, whether express or implied, as
to any personalty on the Property, and specifically disclaims the warranty
of merchantability. Personal property, if any, is conveyed "AS IS" and
"with all faults."
B. The provisions of this Section shall survive the closing.
9. RESTRICTIONS, EASEMENTS AND LIMITATIONS
Subject to the rights and obligations of the Parties under Section 7 above„ the
Purchaser agrees it shall take title subject to: any existing zoning, planning, restrictions,
prohibitions, and other requirements imposed by governmental authorities; all existing
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restrictions and matters appearing on the public records as reflected on that certain title
commitment number 11688980, issued by Fidelity National Insurance Company, having
an effective date of November 1, 2024 including all recorded easements, and any matters
that would be disclosed on a survey of the property (hereinafter the "Permitted
Exceptions").
The Seller shall convey title to the Property by quitclaim deed (henceforth known
as the "Deed ") in accordance with applicable requirements of the Resolution, City Charter,
Code of the City of Miami, Florida, as amended, and the City Commission. subject to the
following limitations, which shall survive closing:
a. In accordance with City of Miami Code of Ordinances Section 18-182(3),
in the event the Property ever becomes immune or exempt from the payment of ad
valorem taxes, the Phase Owner shall pay to the Seller an annual payment which
shall be equal to what the City would have received as ad valorem taxes based on
the valuation method employed by the Miami -Dade County Property Appraiser.
For avoidance of doubt, such annual payment shall exclude any millages levied by
all taxing authorities other than the City of Miami.
b. Pursuant to, and subject to the terms, conditions and limitations of Section
270.11 of Florida Statutes, Seller's reservation of rights in and to an undivided
three -fourths interest in, all the phosphate, minerals, and metals that are or may be
in, on, or under the Property and an undivided one-half interest in all the petroleum
that is or may be in, on, or under the Property, provided that, Seller hereby expressly
waives any and all right of entry in, on or under the Property for the purpose of
extracting or mining any such phosphate, minerals or metals. Notwithstanding the
foregoing, Seller acknowledges that such rights were reserved by the State of
Florida at the time the Overall Site was conveyed to Seller, and the foregoing
reservation applies only to those rights' not reserved by the State of Florida. In the
event that the Trustees release their reservations of phosphate, minerals, metals and
petroleum rights, then the City shall also release its reservation of rights. In the
event that the Trustees elect not to release their rights, then the City shall provide
Purchaser with written confirmation, in a form reasonably acceptable to Purchaser,
that such reservations shall not interfere with Purchaser's development of the
Property or financing thereof
City and Purchaser acknowledge and agree that the use and development of the Residential
Parcel into the Residential Project shall be subject to certain restrictions more particularly
set forth in a Declaration of Restrictions to be entered into by City and Purchaser on or
prior to Closing, and in the form attached as Exhibit "C" attached hereto (the
"Declaration"). The Declaration shall require, among other things, that the Parking
Component shall provide the minimum number of parking spaces required by City Code
to serve the Residential Project.
10. CLOSING DATE
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The closing of the purchase and sale of the Residential Parcel (the "Closing") shall occur
on the date that is 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, 2027 (the "Outside Closing Date"),
Purchaser may (a) terminate this Agreement, in which case the Escrow Agent shall return
the Deposit to Purchaser or (b) extend the Outside Closing Date, on a month to month
basis, by increasing the amount of the Deposit by $25,000 per month for the first six months
of extension and $50,000 per month thereafter until such date that Closing occurs. In the
event of teiinination, both Purchaser and City shall be released of all obligations under this
Agreement (save and except for any obligations or . terms that expressly survive the
termination of this Agreement).
11. CLOSING DOCUMENTS
A. At Closing, Seller shall execute and/or deliver to Purchaser the following:
(a) Quit -Claim Deed conveying the Residential Parcel and any improvements
thereon in their "AS IS, WHERE IS CONDITION," with any and all faults,
and in the form attached as Exhibit "B" attached hereto
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(b) The Declaration;
(c) The Development Agreement;
(d) Evidence of termination of the Existing Lease;
(e) A' memorandum of termination of the Existing Lease in recordable form and
otherwise reasonably acceptable to Purchaser and the Title Company (the
"Memorandum of Termination");
(f) A Non -Foreign Affidavit in form and content reasonably acceptable to
Purchaser and the Title Company;
(g) Closing Statement;
(h) Such documents as are necessary in the opinion of the Title Company to
fully authorize the sale of the Property by Seller; and
(i) Any other documents reasonably necessary to consummate the transaction
contemplated hereby.
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.
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B. Purchaser's Closing Documents: At Closing, Purchaser shall execute and/or
deliver to Seller the following:
(a) The Declaration;
(b) The Development Agreement;
(c) Closing Statement;
(d) Such documents as are necessary to fully authorize the purchase of the
Property by Purchaser;
(e) Any other documents reasonably necessary to consummate the transaction
contemplated hereby.
12. CLOSING COSTS AND ADJUSTMENTS
At Closing, the following items shall be borne, adjusted, prorated or assumed by or between
Seller and Purchaser as follows:
A. Adjustments and Prorations.
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(a) Real Estate Taxes: No representation whatsoever is made as to taxes
assessed on the property after closing.
(b) Certified/Pending Liens:, Pending liens as of the Closing Date shall be
assumed by Purchaser.
Other Charges, Expenses, Interest, Etc.: Other fees, assessments, water and
sewer charges, waste fee and fire protection/life safety, utility connection
charges, if applicable, shall be prorated, and paid by Purchaser.
(d) Usual and Customary: Such other items that are usually and customarily
pro -rated between purchasers and sellers of properties in the area where the
Property is located shall be prorated at closing. All pro -rations shall utilize
the 365-day method, and paid by Purchaser.
B. Closing Costs.
(a)
Each party shall be responsible for its costs and attorney's fees relating to
this Agreement and the Closing.
(b) Purchaser shall pay all closing and recording costs incurred in connection
with the sale and purchase of the Property described in this Agreement,
including, but not limited to:
i. Documentary stamps tax and surtax;
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ii. All recording charges and/or filing fees payable in connection with
the transfer of the Property hereunder;
iii. All amounts necessary to provide Seller with a certified copy of the
recorded deed.
iv. 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 $17,700,000 repayment to the City
described in the Community Benefits (as defined below).
(a) If this transaction does not close as a result of default by Seller, Purchaser
as and for its sole and exclusive remedy, shall have the right to:
(i) terminate this Agreement and receive the return of the Deposit; (ii) seek
specific performance of Seller's obligations under this Agreement, or (iii)
waive any such conditions or defaults and to consummate; the transactions
contemplated by this Agreement in the same manner as if there had been no
conditions or defaults and without any reduction in the Purchase Price and
without any further claim against Seller.
(b) If this transaction does not close as a result of default by Purchaser, Seller,
as and for its sole and exclusive remedy, shall have the right to terminate
this Agreement. Upon such termination, the Seller shall be entitled to the
Deposit including all interest earned, as liquidated damages and not as a
penalty or forfeiture, actual damages being difficult or impossible to
measure, and the parties hereto shall be relieved of all further obligation and
liability hereunder; provided, however, that nothing contained in this
Section shall limit Seller's rights to enforce Purchaser's obligations that
survive the teiniination of this Agreement, including, specifically,
Sections 4, 5 and 6 of this Agreement.
14. COMMUNITY BENEFITS
In addition to the Purchase Price, Purchaser shall provide the following community
benefits, which will be further defined in the Development Agreement that shall be a
covenant running with the land, and approved by the City Commission:
A. 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) $7,500,000 within thirty (30) days after issuance of the master building
permit for the first Phase; and (B) $7,500,000 within thirty (30) days after issuance
of the master building permit for the second Phase.
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B. CDBG Loan Payment. At Closing, Purchaser shall pay to the City approximately
$17,700,000 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.
C. 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.
F.
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 anyother 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 scope of the additional public facilities such that
they can be constructed for less than the amount of the allowance.
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 parldviewing area and pedestrian
paths connecting public space on Watson Island.
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 Redevelopment.
G. 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 Redevelopment 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.
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Notwithstanding anything herein to the contrary, any of the community benefits identified
in subsections (C) and (D), above, may, upon agreement of the Parties, be replaced prior
to Closing with other community benefits 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
Re -Development, requires any additional or conflicting community benefits as a condition
of such approvals (including, but not limited to, the payment of Public Park Impact Fees),
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.
15. RISK OF LOSS
The Purchaser assumes all risk of loss or damage to the Property by fire or other casualty,
or acts of God, as of the Effective Date.
16. ASSIGNMENT
This Agreement is assignable to the tenant under the Ground Lease without Seller's
consent.
17. INDEMNIFICATION
Purchaser shall indemnify and hold harmless Seller and its officers, employees, agents and
instrumentalities from any and all liability, losses or damages, including attorneys' fees
and costs of defense, which Seller or its officers, employees, agents or instrumentalities
may incur as a result of claims, demands, suits, causes of action or proceedings of any kind
or nature arising out of, relating to or resulting from the performance of this Agreement by
Purchaser or its employees, agents, servants, partners, principals, or subcontractors,
..specifically including but not limited to any challenges, claims, or suits arising from the
,method of conveyance from Seller to Purchaser. Purchaser shall pay all claims and losses
tjn connection therewith and shall investigate and defend all claims, suits, or actions of any
=F kind or nature in the name of Seller, where applicable, including appellate proceedings,
-;and shall pay all costs, judgments, and attorneys' fees which may arise thereon. Purchaser
" `expressly understands and agrees that any insurance protection required by this Agreement
Or otherwise provided by Purchaser shall in no way limit the responsibility to indemnify,
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steep, and save harmless and defend Seller or its officers, employees, agents, and
C_;' instrumentalities as herein` provided. The provisions of this indemnity and hold harmless
Lshall survive the Closing or the termination of this Agreement.
18. DESIGNATION OF REPRESENTATIVES
Purchaser and Seller acknowledge that proper communication between Purchaser and
Seller is important. Accordingly, to facilitate such communication, the Purchaser and
Seller have appointed the following persons on their respective behalves to be their
representatives, to wit:
On behalf of Seller: On behalf of Purchaser:
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City of Miami
City Manager
444 S.W. 2nd Avenue, 10th Floor
Miami, Florida 33130
City of Miami
Director
Department of Real Estate &
Asset Management
444 S.W. 2 Avenue, 3rd Floor
Miami, FL 33130
Telephone: (305) 416-1458
City Attorney
444 S.W. 2nd Avenue, 9th Floor
Miami, FL 33130
Telephone: (305) 416-1800
19. NOTICES
c. J
ECORESILIENCY MIAMI LLC
3310 Mary Street, Suite 302 Coconut Grove,
FL 33133 Attn: David Martin
Email: dmartin@terragroup.com
All notices or other communications which may be given pursuant to this Agreement shall
be in writing and shall be deemed properly served if delivered by personal service or by
certified mail addressed to Seller and Purchaser at the address indicated herein. Such notice
shall be deemed given on the day on which personally served; or if by certified mail, on
the fifth day after being posted or the date of actual receipt, whichever is earlier. Other
communications which may be given pursuant to this Agreement shall be in writing and
shall be deemed given upon hand delivery or five (5) business days after depositing the
same with the U.S. Postal Service to the addresses indicated below:
'City of Miami
Li City Manager
444 S.W. 2nd Avenue, 10th Floor
iami, Florida 33130
t.,,. ;,Co To:
Director
Department of Real Estate &
Asset Management
444 S.W. 2nd Avenue, 3rd Floor
Miami, Florida 33130
City Attorney
444 S.W. 2nd Avenue, 9th Floor
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Purchaser:
ECORESILIENCY MIAMI LLC
3310 Mary Street, Suite 302
Coconut Grove, FL 33133
Attn: David Martin
Email: dmartin(2 terragroup.com
Copy To:
Greenberg Traurig, P.A.
333 SE 2 Avenue, 44th Floor
Miami, Florida 33131
Attn: Ricardo L. Fraga, Esq.
Email: fragar@gtlaw.com
Miami, FL 33130
20. CAPTIONS AND HEADINGS
The Section headings or captions appearing in this Agreement are for convenience only,
are not part of this Agreement, and are not to be considered in interpreting this Agreement.
21. BINDING EFFECT
This Agreement shall bind and inure to the benefit of the parties hereto and their successors
in interest.
22. GOVERNING LAW; VENUE
This Agreement shall be governed according to the laws of the State of Florida and venue
in any proceedings shall be in Miami -Dade County, Florida.
23. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original but all of which shall constitute one and the same Agreement.
24. WAIVERS
c2�
No waiver by either party of any failure or refusal to comply with its obligations shall be
eemed a waiver of any other or subsequent failure or refusal to comply. All remedies,
ights, undertaking, obligations and agreement contained herein shall be cumulative and
.:not mutually exclusive.
SURVIVAL OF REPRESENTATIONS/WARRANTIES
L6!11 relevant terms of this Agreement shall survive the Closing and be enforceable by the
a respective parties until such time as extinguished by law.
ice.,...
26.` " PARTIAL INVALIDITY
In the event that any provision of this Agreement shall be unenforceable in whole or in
part, such provision shall be limited to the extent necessary to render same valid, or shall
be excised from this ;Agreement, as circumstances require, and this Agreement shall be
construed as if said provision had been incorporated herein as so limited, or as if said
provision had not been included herein, as the case may be.
27. WAIVER OF TRIAL BY JURY; ATTORNEY'S FEES
The parties hereby knowingly, voluntarily and intentionally waive any right they may have
to a trial by jury and/or to file permissive counterclaims and/or to claim attorney fees from
the other parties in respect to any litigation arising out of, under or in connection with this
Agreement, or any course of conduct, course of dealing, statements (whether oral or
19
written) or actions of any party hereto. This provision is a material inducement for
Purchaser and Seller entering into this Agreement.
28. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties. There are no promises,
agreements, undertakings, warranties or representations, oral or written, express or
implied, between the parties other than as herein set forth. No amendment or modification
of this Agreement shall be valid unless the same is in writing and signed by the City
Manager on behalf of the Seller and by the Purchaser. This Agreement has been submitted
to the scrutiny of all parties hereto and their respective counsel, and shall be given a fair
and reasonable interpretation in accordance with the words hereof, without consideration
or weight being given to its having been drafted by any party hereto or its counsel.
29. TIME IS OF THE ESSENCE
Time is of the essence of this Agreementand in the performance of all conditions and
covenants to be performed or satisfied by either party hereto. Whenever a date specified
herein shall fall on a Saturday, Sunday or legal holiday, the date shall be extended to the
next succeeding business day.
30. CONFLICT OF INTEREST`
If any individual member, or an employee, or an immediate family member of the
Purchaser is also a member of any board, commission, or agency of the City, that individual
is subject to the conflict of interest provisions of the City Code, Section 2-611. The Code
states that no City officer, official, employee or board, commission or agency member, or
a spouse, son, daughter, parent, brother or sister of such person, shall enter into any
contract, transact any business with the City, or appear in representation of a third party
before the City Commission. This prohibition may be waived in certain instances by the
e affirmative vote of 4/5 of the City Commission, after a public hearing, but is otherwise
-strictly enforced and remains effective for two years subsequent to a person's departure
l`rzrm City employment or board, commission or agency membership.
A letter indicating a conflict of interest for each individual to whom it applies must
:-accompany the submission of this Purchase and Sale Agreement. The letter must contain
M; < the name of the individual who has the conflict; the relative(s), office, type of employment
&) 0i other situation which may create the conflict; the board on which the individual is or has
served; and the dates of service.
31. EFFECTIVE DATE / CONDITIONS TO EFFECTIVENESS
A. The effective date (the "Effective Date") of this Agreement shall be the date on
which the last party to this Agreement executes said Agreement and Purchaser has
been notified in writing of the approval, which shall not occur until after the
approval of the purchase and sale of the Residential Parcel and other required
project documents by four -fifths vote of the City Commission in accordance with
20
the amendment to Section 29-C of the City Charter approved by referendum by the
voters of the City of Miami in the November 5, 2024, referendum election.
32. NO DISCRIMINATION
The Purchaser shall not unlawfully discriminate in its performance of this Agreement or
use of the Property.
33. RADON GAS DISCLOSURE. RADON IS A NATURALLY OCCURRING
RADIOACTIVE GAS THAT, WHEN IT HAS ACCUMULATED IN A BUILDING IN
SUFFICIENT QUANTITIES, MAY PRESENT HEALTH RISKS TO PERSONS WHO
ARE EXPOSED TO IT OVER TIME. LEVELS OF RADON THAT EXCEED FEDERAL
AND STATE GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN FLORIDA.
ADDITIONAL INFORMATION REGARDING RADON AND RADON TESTING MAY
BE OBTAINED FROM YOUR COUNTY PUBLIC HEALTH UNIT.
34. ALTERNATIVE CONVEYANCE
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
Redevelopment, 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 Miami City Commission ; (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, in conformance with Section 718.401, Florida Statutes (b) a
purchase and sale agreement governing the sale to Purchaser of an air parcel located above
the Residential Parcel with an area and location suitable for the development and ownership
of the Condominium Component, and (c) appropriate easement agreements recorded
against the City's interest in the Residential Parcel governing access, operation, shared
infrastructure, and other matters related to the vertical subdivision of the Residential Parcel
and long-term ownership and operation of the Residential Project.
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[Signatures appear on next page]
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of
the day and year first above written.
("Ng)
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ATTEST:
Todd B. Hannon, City Clerk
APPROVED AS TO LEGAL FORM
CORRECTNESS:
"SELLER"
Executed by CITY OF MIAMI, a municipal
corporation of the State of Florida
By:
Arthur Noriega V, City Manager
Date:
APPROVED AS TO INSURANCE AND
REQUIREMENTS:
George K. Wysong, III Ann -Marie Sharpe, Director
City Attorney Risk Management Administrator
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me, by means of 0 physical presence
or 0 online notarization, this day of , by Arthur Noriega V, as City Manager
for the City of Miami, a municipal corporation of the State of Florida, who is [ ] personally known
to me or [ who produced the following identification:
(NOTARY PUBLIC SEAL)
Notary Public
(Printed, Typed or Stamped Name of Notary Public)
Commission No.:
My Commission Expires:
22
"PURCHASER"
Executed by ECORESILIENCY MIAMI
LLC, a Delaware limited liability company
By:
David Martin, Manager
Date:
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C.)
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me, by means of 0 physical presence
or 0 online notarization, this day of , by David Martin, as Manager of
ECORESILIENCY MIAMI LLC, a Delaware limited liability company, on behalf of the
company, who is [ ] personally known to me or [ ] who produced the following identification:
(NOTARY PUBLIC SEAL)
Notary Public
(Printed, Typed or Stamped Name of Notary Public)
Commission No.:
My Commission Expires:
23
OFF
PARCEL
EXHIBIT "A"
II IL,
LEGAL DESCRIPTION OF OVERALL SITE
That portion of WATSON ISLAND lying and being in Sections 31 and 32, Township 53 South,
Range 42 East, being more particularly described as follows:
Commence at a point known as P.T. STATION 25+50 of the official map of location and survey
of a portion of Section 8706, designated as a part of State Road A-1-A in Dade County, Florida
as recorded in Plat Book 56 at Page 71 of the Public Records of Dade County, Florida, said Point
being the point of tangency of the centerline of the most Northerly curve of General Douglas
Macarthur Causeway, running Southeastwardly from the Northwesterly corner of Watson Island
and having a radius of 1432.69 feet and a central angle of 62 degrees 00 minutes 00 seconds;
thence run North 60 degrees 52 minutes 45 seconds East, along the Northeasterly prolongation of
the radial line of the above mentioned curve for a distance of 670.74 feet to the Point of
Beginning of the parcel to be described. (Said point being also the Point of Beginning of lease
area 1 Miami Yacht Club; thence South 09 degrees 52 minutes 53 seconds East, along the
Southwesterly line of said lease area 1 and its Southeasterly extension for 857.30 feet; thence
South 60 degrees 52 minutes 45 seconds West, for 223.24 feet to its intersection with a line
parallel and 100 feet Northeasterly of the most Northerly right-of-way line of said Macarthur
Causeway; thence North 29 degrees 07 minutes 15 seconds West, parallel to said right -of --way
for 1100.97 feet to a point of tangency; (A) thence along a tangential curve concave to the
Southwest having a radius of 800.00 feet, a central angle of 25 degrees 16 minutes 16 seconds
for an arc distance of 352.85 feet, thence South 90 degrees 00 minutes 00 seconds West for 94.95
feet to its intersection with the Northerly right-of-way line of said Macarthur Causeway and a
circular curve concave to the Southwest, said point bears South 41 degrees 51 minutes 52
seconds West from its center; (B) thence along said curve having for its elements a radius of
1090.64 feet, a central angle of 6 degrees 47 minutes 18 seconds for an arc distance of 129.22
feet to a point of compound curvature; (C) thence along a compound curve concave to the
Southwest having for its elements a radius of 1441.25 feet, a central angle of 20 degrees 27
minutes 49 seconds for an arc distance of 514.75 feet; (D) thence North 34 degrees 54 minutes
16 seconds East for 338.29 feet; thence South 55 degrees 05 minutes 44 seconds, East for 726.47
feet to its intersection with the approximate shoreline of Biscayne Bay; thence continue along
said shoreline for the following eight courses (1) South 88 degrees 21 minutes 37 seconds East
for 63.38 feet; (2) thence South 86 degrees 09 minutes 34 seconds East for 68.47 feet; (3) thence
South 82 degrees 33 minutes 21 seconds East for 131.22 feet; (4) thence South 72 degrees 18
minutes 34 seconds East for 87.21 feet; (5) thence South 69 degrees 29 minutes 02 seconds East
for 102.34 feet; (6) thence South 67 degrees 53 minutes 24 seconds East for 82.52 feet; (7)
thence South 69 degrees 05 minutes 26 seconds East for 94.62 feet; (8) thence North 80 degrees
40 minutes 44 seconds East for 46.77 feet to its intersection with the Southwesterly line of said
lease Area 1; thence South 08 degrees 07 minutes 15 seconds East along said line for 288.12 feet
to the Point of Beginning and there terminating.
LESS AND EXCEPT:
That portion of WATSON ISLAND lying and being in Sections 31 and 32, Township 53 South,
Range 42 East described as follows:
Commence at a point known as P.T. STATION 25 + 50 of the official map of location and
survey of a portion of Section 8706 designated as a part of State Road A-1-A in Miami -Dade
County, Florida as recorded in Plat Book 56 at Page 71 of the Public Records of Dade County,
Florida, said point being the point of tangency of the centerline of the most northerly curve of
General Douglas MacArthur Causeway, running southeasterly from th.e northwesterly corner of
Watson Island and having a radius of 1432.69 feet and a central angle of 62 degrees 00 minutes
00 seconds; thence North 60 degrees 52 minutes 45 seconds East, along the northeasterly
prolongation of the radial line of the above mentioned curve for a distance of 130.00 feet to a
point on the easterly right-of-way line of said MacArthur Causeway as recorded in Official
Reord"'Book 18018, at Page 1171 and Official Records Book 18699, at Page 1236 of the Public
1corc`s�of Dade County, Florida; thence North 29 degrees 07 minutes 15 seconds West, along
F� ,
s id rig tzof--way line, 256.28 feet to a point of curvature of a curve concave to the southwest;
fl enc0: i thwesterly along the arc of said curve, having a radius of 926.00 feet and a central
.ang1e_o25 degrees 46 minutes 26 seconds, a distance of 416.55 feet; thence North 54 degrees 53
(irlinutescj41 seconds West, 3.51 feet to the Point of Beginning; thence continue North 54 degrees
>3 nti &es 41 seconds West, 157.45 feet to a point of curvature of a curve concave to the
south t; thence northwesterly along the arc of said curve, having a radius of 1454.25 feet and
corral angle of 16 degrees 22 minutes 32 seconds, a distance of 415.64 feet; thence North 18
degrees 43 minutes 47 seconds East, radially to the last and next described curves, a distance of
4.77 feet to a point on a non -tangent curve, concave to the southwest; thence northwesterly along
the arc of said curve, having a radius of 1459.02 feet and a central angle of 03 degrees 50
minutes 38 seconds, a distance of 97.89 feet (the preceding six courses and distance being
coincident with the easterly and northeasterly right-of-way line of said MacArthur Causeway as
recorded in Official Records Book 18018, at Page 1171 and Official Records Book 18699, at
Page 1236 of the Public Records of Dade County); thence South 34 degrees 54 minutes 16
seconds West, 18.80 feet to a point of curvature of a non -tangent curve concave to the southwest
(a radial line to said point bears North 14 degrees 36 minutes 45 seconds East); thence
southeasterly along the arc of said curve, having a radius of 1441.25 and a central angle of 20
degrees 27 minutes 49 seconds, a distance of 514.75 feet to a point of compound curvature of a
curve concave to the southwest; thence southeasterly along the arc of said curve, having a radius
of 1090.64 feet and a central angle of 06 degrees 47 minutes 18 seconds, a distance of 129.22
feet; thence North 90 degrees 00 minutes 00 seconds East, 35.33 feet to the Point of Beginning.
TOGETHER WITH THE FOLLOWING LANDS:
That portion of WATSON ISLAND lying and being in Sections 31 and 32, Township 53 South;
Range 42 East, described as follows: •
Commence at a point known as P.T. STATION 25+50 of the official map of location and survey
of a portion of Section 8706, designated as a part of State Road A-1-A Dade County, Florida as
recorded in Plat Book 56, Page 71 of the Public Records of Miami -Dade County, Florida, said
point being the point of tangency of the centerline of the most northerly curve of General
Douglas MacArthur Causeway, running southeasterly from the northwesterly corner of Watson
Island and having a radius of 1432.69 feet and a central angle of 62 degrees 00 minutes 00
seconds; thence North 60 degrees 52 minutes 4.5 seconds East, along the northeasterly
prolongation of the radial line of the above mentioned curve for a distance of 670.74 feet; thence
South 09 degrees 52 minutes 53 seconds East, 387.30 feet to the Point of Beginning; thence
continue South 09 degrees 52 minutes 53 seconds East, 470.00 feet; thence North 60 degrees 52
minutes 45 seconds East, 30.75 feet; thence North 08 degrees 45 minutes 06 seconds West, 49.29
feet; thence North 09 degrees 52 minutes 53 seconds West, 180.24 feet; thence North 13.degrees
41 minutes 45 seconds West, 134.32 feet; thence North .13 degrees 41 minutes 15 seconds. West,
94.07 feet; thence South 89 degrees 32 minutes 37 seconds West, 15.03 feet to the Point of
Beginning
PARCEL II
TOGETHER WITH Non -Exclusive Easements and rights in real property in favor of Parrot
Jungle and Gardens of Watson Island, Inc. created in the Lease, to wit:
Easements (i) for the temporary use of Watson Island during construction of leasehold
improvements by Lessee on the Subject Property, (ii) in favor of Lessee, on a non-exclusive
basis, for installation, operation, maintenance, repair, replacement, relocation and removal of
utility facilities such as water lines, fire lands, gas mains, electrical power lines, telephone lines,
storm and sanitary sewers and other utility lines and facilities, including reasonable rights of
ingress and ingress; (iii) for the non-exclusive right and easement for unobstructed vehicular
access to and from the Subject Property to MacArthur Causeway; (iv) for the non-exclusive right
of Lessee to use portions of Watson Island, which Watson Island is depicted by sketch in the
Lease ("Watson Island"), in common with the public, subject to the Lessor's right to restrict
portions of Watson Island for reasonable periods during special events, for the unobstructed
pedestrian access to and from the Subject Property by Lessee, subtenants and their employees,.
agents, customers and invitees to all of the public areas of Watson Island; (v)for the reasonable
right and easement to enter onto those portions of Watson Island for the purpose of perforini.ng
maintenance and repairs to the Lessee's Leasehold Improvements; and (vi) for the non-exclusive
rights and easements for installation, maintenance, repair and replacement of utility facilities and
for pedestrian and vehicular access to and from the adjacent portions of Watson Island to the
Subject Property as such locations as may be approved by the Lessor from time to time.
CZ
Prepared by and upon recordation
Return to:
Ricardo L. Fraga, Esq.
Greenberg Traurig, P.A.
33 SE 2nd Avenue, 44th Floor
Miami, Florida 33131
EXHIBIT "B"
DEED
21.0
• OFFICE Q(:'
CIT
QUIT CLAIM DEED
THIS INDENTURE, made and executed this day of , 2024, by City of Miami,
a municipal corporation of the State of Florida, whose mailing address is 444 SW 2nd Avenue,
Miami, Florida 33130-1910 ("Grantor") to Ecoresiliency Miami LLC, a Delaware limited
liability company, whose mailing address is 3310 Mary Street, Suite 302 Coconut Grove, FL
33133 ("Grantee").
WITNESSETH:
THAT Grantor, for and in consideration of the sum of Ten Dollars ($10.00) and other
valuable consideration, the receipt and adequacy of which is hereby acknowledged, hereby grants,
bargains, sells, aliens, remises, releases, conveys and confirms unto Grantee, certain real property
located in Miami -Dade County, Florida ("Property") which is more particularly described on
Exhibit "A" attached hereto and by this reference made a part hereof.
TOGETHER with all the easements, tenements, hereditaments and appurtenances thereto
belonging or in anywise appertaining; and
TO HAVE AND TO HOLD, the same in fee simple forever.
[Grantor is not making any reservationof interest in or title to any phosphates, minerals,
metals or petroleuiu,'pursuant_to FS 270.11.
tiJx--
Pursuant to, and subject to the terms, conditions and limitations of Section 270.11 ' of
Florida Statutes, Seller reserves all rights in and to an undivided three -fourths interest in, all the
phosphate, minerals,and metals that are or may be in, on, or under the Property and an undivided
one-half interest inall the petroleum that is or may be in, on, or under the Property, provided that,
Seller hereby expressly waives any and all right of entry in, on or under the Property for= the!
purpose of extracting or mining any such phosphate, minerals or metals.]!
AND Grantor hereby covenants with Grantee that Grantor will warrant and defend the
Property against the lawful claims and demands of all persons claiming by, through, or under
Grantor, but against none other, and that the Property is free of all encumbrances, except taxes
accruing subsequent to December 31, 2025 and except for restrictions, limitations, easements and
matters of record, provided that this reference shall not serve to reimpose same.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
CFI
[SIGNATURE PAGE TO SPECIAL WARRANTY DEED]
IN WITNESS WHEREOF, the Grantor has caused this Special Warranty Deed to be
executed the day and year first above written.
WITNESSES: CITY OF MIAMI, a municipal
corporation of the State of Florida
Witness
Print Name:
Address:
Witness
Print Name:
Address:
APPROVED AS TO LEGAL FORM
CORRECTNESS:
George K. Wysong, III
City Attorney
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
By: Arthur Noriega V, City Manager
Attest By:
Todd B. Hannon, City Clerk
The foregoing instrument was acknowledged before me, by means of 0 physical presence
or 0 online notarization, this day of , , by Arthur Noriega V, as City Manager
for the City of Miami, a municipal corporation of the State of Florida, who is [ ] personally known
to me or [ ] who produced the following identification:
(NOTARY PUBLIC SEAL)
Notary Public
(Printed, Typed or Stamped Name of Notary Public)
Commission No.:
My Commission Expires:
EXHIBIT "C"
DECLARATION
(See Attached)
47'
:YJ
Schedule 1
Depiction of Residential Parcel and Public Park Parcel
—
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N.)
Schedule 1(a)
Residential Project Development Provisions
(see attached)
(T1
m
Schedule 1(b)
Public Park Development Provisions
(see attached)
t
:17Va,
Schedule 2
Existing Title Exceptions
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, of the Public Records of Miami - Dade County,
Florida.
2. Terms andprovisions 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, of the Public
Records of Miami - Dade County, Florida.
3. Terms, provisions and restrictions contained in that certain Unity of Title recorded October
24, 2022, in Official Records Book 33435, Page 4093, of the Public Records of Miami
Dade County, Florida.
4. Terms and provisions, including easements, contained in that certain Lease and
Development Agreement by and between the City of Miami, Florida, as Lessor, and Parrot
Jungle and Gardens, Inc., now known as Parrot Jungle and Gardens of Watson Island, Inc.,
as Lessee, dated September 2, 1997, as amended by Modification of Lease and
Development Agreement by and between the Lessor and the Lessee dated April 14, 2000
(the "Lease"), memorialized by Memorandum of Lease filed January 10, 2001 at Official
Records Book 19446, Page 1, as modified by virtue of Modification to Lease and
Development between the City of Miami, a municipal corporation in the State of Florida,
and Parrot Jungle and Gardens of Watson Island, Inc., a Florida corporation, f/k/a Parrot
Jungle & Gardens, Inc., a Florida corporation, dated August 13, 2002 and filed August 19,
2002 in Official Records Book 20602, Page 3487, as amended by the Amendment to
Memorandum of Lease between the City of Miami and ESJ JI Leasehold, LLC, recorded
August 24, 2017 in Official Records Book 30667, Page 4617, and as affected by the
Affidavit recorded in Official Records Book 31364, Page 2625, of the Public Records of
Miami - Dade County, Florida.
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
Arthur Noriega V,
City Manager
Andrew Frey, Director
Department of Real Estate and
Asset Management
rOS
I
DATE: July 17, 2025
SUBJECT: Substitution for File ID 17246
July 24, 2025 Agenda
REFERENCES: Legislation — Item PH.16
Item PH.16 - File ID No. 17246 is authorizing the City Manager, by a four -fifths (4/5ths) affirmative vote, pursuant
to Section 29-c of the Charter of the City of Miami, Florida, as amended, waiving competitive bidding to negotiate
and execute a purchase and sale agreement with Ecoresiliency Miami, LLC ("Developer") for the sale, upon
satisfaction of certain closing conditions, of +5.4 acres of that certain property located at 1111 Parrot Jungle Trail
("Property") for residential and commercial uses, in exchange for cancellation of the existing lease and consideration
equal to or greater than fair market value of One Hundred Thirty-five Million Dollars ($135,000,000.00), including
development of a new +13.3-acre public waterfront park on the remainder of Property at a cost to developer of
Thirty Seven Million Dollars ($37,000,000.00), payments to City of Ten Million Dollars ($10,000,000.00) at closing
and Two Million Dollars ($2,000,000.00) per year with annual escalations of three percent (3%) and a present value
of One Hundred Thirteen Million Seven Hundred Twenty-one Thousand and Seventy-three dollars ($113,721,073),
and certain community benefits valued at Thirty-four Million Six -hundred Thousand Dollars ($34,600,000), including
payment to the city of Fifteen Million Dollars ($15,000,000.00) for affordable housing and infrastructure. This item
is being substituted to reflect the following changes:
• Two Million Dollars ($2,000,000) per year with annual escalations of three percent (3%) and a present
value of One Hundred Thirteen Million Seven Hundred Twenty-one Thousand and Seventy-three Dollars
($113,721,073) over ninety-nine years.
• Five Million Dollars ($5,000,000.00) for construction of a new fire station on Watson Island, and
infrastructure improvements.
• Approval of payment by City to the State of Florida ("State") in the amount of Fifteen Million Dollars
($15,000,000) in exchange for the State's release and modification of deed restrictions set forth in the
State deed.
[i'Lr&w
DocuSiggnedd by: , wA
Approved: arc^rsca,a^soar
Arthur Noriega V, City Manager
Page 1 of 1
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